This is NIQ's first required say-on-pay vote following its July 2025 IPO, so there is no prior shareholder vote result to evaluate. The CEO's total compensation of $2,623,617 — consisting of $1,000,000 in salary, $1,522,500 in annual cash bonus (paid at 87% of target reflecting below-target business performance), and $101,117 in other compensation with no equity awards in 2025 — appears modest and well within reasonable benchmarks for a CEO of a $3.1 billion information services company. The company has adopted a meaningful clawback policy compliant with SEC rules, uses measurable financial metrics (revenue, EBITDA, free cash flow) for its annual bonus program, and the pay structure appropriately weighted toward variable pay; while stock performance has been poor, the CEO received no equity awards in 2025 and the cash bonus was reduced to reflect actual below-target results, demonstrating that the incentive structure is functioning as intended.

Ernst & Young received $3,136,000 in core audit fees but $5,342,000 in non-audit fees (primarily due diligence work plus tax fees), meaning the auditor earned about $1.70 in non-audit work for every $1.00 of audit work — far above the 50% threshold our policy uses to flag potential independence concerns; while EY's tenure of approximately 7 years (since 2018) does not trigger the 25-year tenure concern, the heavily skewed fee mix is sufficient on its own to warrant an AGAINST vote.