This is Qnity's first Say on Pay vote as an independent company following its November 2025 spin-off from DuPont, so there is no prior-year vote result to consider. CEO Jon Kemp's total reported compensation of approximately $20.6 million is heavily weighted toward variable pay — the large majority consists of a one-time performance-based equity award (the Transformation Award) tied to three-year relative total shareholder return versus S&P 1500 Semiconductors peers, plus stock options, with only about $808K in base salary, representing roughly 4% of total pay — a pay mix that substantially exceeds the 50-60% variable pay requirement. The company has adopted a robust clawback policy covering both cash and equity, strong stock ownership requirements (6x salary for the CEO), no single-trigger change-in-control provisions, and independent compensation committee oversight, all of which are consistent with sound governance practices.

PwC has served as Qnity's auditor only since the November 2025 spin-off (approximately one year of tenure), so there is no long-tenured relationship concern. Non-audit fees (audit-related fees of $29K + tax fees of $335K + other fees of $2K = $366K) represent about 5.9% of audit fees ($6,252K), well below the 50% threshold that would raise independence concerns. PwC is a Big 4 firm, fully appropriate for a $27 billion market cap company.