The prior year Say on Pay vote received strong support at 87.3%, well above the 70% threshold that would require a response, and the company has maintained a meaningful clawback policy with a three-year lookback. CEO total compensation of $3,149,000 for fiscal 2025 — consisting of a $950,000 base salary (30% of total) and $2,185,000 cash bonus (69% of total) with no new equity granted in 2025 — reflects a pay mix that is heavily variable and performance-driven, as the cash bonus was paid at maximum (200% of target) only because the company exceeded its adjusted EBITDA target by more than 7%, satisfying a formulaic plan with a genuine performance hurdle plus required strategic deliverables. While MEG's stock has significantly underperformed the Russell 2000 index (^RUT — Russell 2000) over three years, the variable pay here was tied to an internal EBITDA metric rather than stock price, the company is actively developing a new long-term incentive plan with at least 50% performance-based awards beginning in 2027, and the aggregate pay level does not appear materially above benchmark for a CEO at a company of this size and sector, so the pay-for-performance structure passes the policy screens despite the poor stock performance.

Deloitte has audited MEG since 2016 (approximately 10 years), well below the 25-year tenure threshold that would raise independence concerns; non-audit fees in 2025 were zero, meaning the non-audit fee ratio is 0% — far below the 50% threshold — so no independence concern exists, and Deloitte is a Big Four firm appropriate for a company of MEG's size and complexity.