The CEO's total reported compensation of $2,623,617 for 2025 — consisting of $1,000,000 base salary and $1,522,500 in cash bonus with no equity award expense in the year — is modest relative to the benchmark for a CEO of a $3.4 billion information-services company, and does not exceed the +20% CEO threshold. The company paid out the annual bonus at only 87% of target, reflecting actual below-target operational performance (revenue and EBITDA came in below plan), which demonstrates that the incentive structure is working as intended and penalizing executives when results fall short. The company adopted a meaningful clawback policy in connection with its IPO, equity awards include both time-based and performance-based restricted stock units, and this is the first year the company has been required to hold a say-on-pay vote so there is no prior-year support history that would trigger a no vote.

Ernst & Young billed $5,342,000 in non-audit fees (Tax Fees of $193,000 plus All Other Fees of $5,149,000) against $3,136,000 in core audit fees, producing a non-audit-to-audit ratio of approximately 170% — well above the 50% threshold that triggers a vote against ratification. The proxy discloses that the large 'All Other Fees' amount consists primarily of due diligence procedures performed on the company's behalf, which is a non-audit advisory service that creates a financial relationship with the auditor large enough to raise independence concerns. EY's tenure of approximately 8 years (since 2018) is well below the 25-year tenure trigger, and there are no known restatements; the sole reason for the AGAINST vote is the outsized non-audit fee ratio.