The CEO's total reported compensation of $7,882,902 (per the pre-extracted database figure) is within a reasonable range for a CEO at a $10 billion technology company, and the prior say-on-pay vote received over 95% support, well above the 70% threshold that would require visible corrective action. The company's pay structure is strongly performance-oriented — approximately 91% of CEO total direct compensation is variable or incentive-based, including performance stock awards tied to 3-year cumulative Adjusted EBITDA and free cash flow goals with a relative total shareholder return modifier versus the Russell 3000, and time-based restricted stock units — easily clearing the 50-60% variable pay minimum. The company has a meaningful clawback policy covering both mandatory Dodd-Frank recovery and a broader misconduct-based clawback, stock ownership guidelines, and has demonstrated responsiveness to shareholder feedback over multiple years, all of which support a favorable vote.

PricewaterhouseCoopers has served as Viasat's auditor since fiscal year 1992, a relationship of approximately 34 years, which exceeds the policy's 25-year tenure threshold that triggers a vote against unless the audit committee provides a specific and compelling rationale for continued engagement. The proxy does not disclose any such rationale — no mention of exceptional audit quality metrics, recent lead partner rotation disclosures, or a concrete multi-year rotation plan. The non-audit fee ratio (audit-related fees of $870,138 plus all other fees of $9,000, totaling $879,138, against audit fees of $7,338,806) is approximately 12%, which is well within the 50% threshold and raises no independence concern, but the tenure trigger alone is sufficient to warrant a vote against.