The CEO's total reported compensation of $1,877,810 is reasonable for a pre-commercial biotech CEO at a company with an $833 million market cap, and base salary of $676,000 represents approximately 36% of total compensation, keeping fixed pay below the 40% threshold. The incentive pay structure ties a meaningful portion of pay to annual corporate goals linked to clinical development milestones, and the pay-for-performance alignment check is clearly satisfied: variable pay is paired with exceptional stock performance — SLS's 3-year return of +197.4% outperformed the XBI — SPDR S&P Biotech ETF by +130.9 percentage points and the company's own peer group median by +241.4 percentage points. The company has a clawback policy in place meeting post-Dodd-Frank standards, stock ownership guidelines were adopted in 2023, and equity awards vest over multi-year schedules, all of which support a FOR determination.

Baker Tilly has served since 2018 (approximately 7 years), well below the 25-year tenure threshold that would raise independence concerns; non-audit fees (audit-related fees of $45,000 plus tax fees of $42,000 = $87,000) represent approximately 17% of audit fees ($510,000), comfortably below the 50% threshold; and Baker Tilly is a large national firm appropriate for a company of SLS's size and complexity.