The core problem with Serve Robotics' executive pay program is that while stock awards make up the vast majority of each executive's total pay — which on the surface looks like performance-based compensation — every single award vests purely based on the executive staying employed, with no financial or operational goals required to unlock the pay. This means shareholders bear all the stock-price risk while executives receive near-certain vesting regardless of whether the company hits any milestones. The policy requires that incentive compensation have meaningful performance conditions; when those conditions are absent, the compensation is treated as effectively fixed pay no matter how it is labeled. Because 100% of the variable compensation for all three named executives lacks any performance hurdle, and the company has not disclosed a Say on Pay vote from a prior year against which to measure responsiveness, a vote AGAINST is warranted to signal to the compensation committee that equity awards should be tied to clear, measurable outcomes.

PwC was only appointed in March 2025, giving it roughly one year of tenure with Serve Robotics — far below the 25-year threshold that would trigger an independence concern. The non-audit fees (tax services of $87,000) represent approximately 6.3% of total audit fees of $1,375,238, well below the 50% threshold that would raise independence concerns. PwC is a Big Four firm appropriate for a company of this size and complexity, and no material restatements have been disclosed.