The prior year say-on-pay vote received only 67% support, which is below the 70% threshold that would normally require the company to make visible changes or face a repeat no vote; however, the proxy discloses that the company conducted over 500 investor interactions in 2025 and received no specific compensation concerns from shareholders, and the compensation structure itself is predominantly performance-based (performance stock awards tied to clinical milestones, time-vested stock options, and annual cash bonuses tied to corporate goals at 92.5% attainment), with fixed salary representing a small fraction of total pay. The company's 3-year total shareholder return of +118.5% substantially outpaces the XBI — SPDR S&P Biotech ETF's return of 68.2% over the same period, confirming that above-benchmark incentive pay is aligned with strong shareholder outcomes; CEO total compensation of $21.3 million is elevated but reflects a large non-cash equity component tied to milestone-based performance stock awards, a meaningful clawback policy is in place, and pay-for-performance alignment is supported by the exceptional stock performance record.

The non-audit fees of $60,925 represent approximately 8.2% of audit fees of $743,660, well below the 50% threshold that would raise independence concerns; CBIZ CPAs P.C. is a new auditor for fiscal year 2025 so tenure is not a concern; Viking's market cap of $4.0 billion falls above the $1 billion threshold where a Big 4 or large national firm is expected, and while CBIZ CPAs is not a Big 4 firm it is a large national firm with demonstrated capacity for public company audits of this size, and no material restatements have been disclosed.