The CEO's total compensation of $7,502,050 consists of a base salary of $1,265,000, a performance-based cash bonus of $1,189,100 (paid at 94% of target due to partial goal achievement), and stock awards of $5,037,600, meaning roughly 83% of total pay is variable or equity-based — well above the 50-60% threshold the policy requires. The cash bonus was tied to measurable company-wide financial targets (net income and expense efficiency), and payouts were reduced to reflect below-target performance, which demonstrates that the incentive structure is functioning as intended. The prior Say on Pay vote received majority support, no policy triggers were breached on pay mix or pay level, and the overall program structure aligns executive outcomes with shareholder outcomes.

Deloitte & Touche has served as PC Connection's auditor since 1984, a tenure of approximately 42 years, which far exceeds the 25-year threshold in our policy. The non-audit fee ratio is acceptable at approximately 25% of audit fees (tax and other fees of about $380,824 versus audit fees of $1,540,565). However, the proxy provides no specific or compelling rationale — such as recent lead partner rotation details or a concrete rotation plan — to justify retaining the same firm for over four decades, raising legitimate concerns about whether the auditor can maintain true independence after such a long relationship with management.