The CEO received total compensation of approximately $12.7 million for Fiscal 2025, down meaningfully from $15.0 million the prior year, reflecting the company's weaker financial performance — the annual cash bonus paid out at only 35% of target due to below-target EBIT results. The proxy discloses that 88% of the CEO's target compensation is variable or performance-based (cash bonus tied to EBIT, performance stock awards tied to relative total shareholder return over three years, time-based restricted stock, and stock options), which comfortably exceeds the 50-60% variable pay threshold required by our policy. The pay structure demonstrates meaningful alignment between executive pay and company results — bonuses fell sharply when profits missed targets — and no individual pay level, pay mix, or governance flags are triggered.

EY's non-audit fees for Fiscal 2025 total approximately $1,422,686 (audit-related fees of $33,850 plus tax fees of $1,381,336 plus other fees of $7,500), which equals about 52.4% of the core audit fees of $2,713,890 — just over the 50% threshold in our policy. When non-audit fees grow to more than half of the audit fee, the financial relationship between the auditor and management becomes large enough to raise independence concerns, so our policy calls for a vote against ratification. Auditor tenure is not explicitly disclosed in the proxy, so the tenure trigger cannot fire, but the fee ratio alone is sufficient to require an against vote.