The prior year Say-on-Pay vote received only 62.5% support — below the 70% threshold that normally requires visible remediation or a No vote — but the company conducted extensive shareholder engagement (reaching stockholders representing approximately 50% of shares outstanding), made concrete changes to equity grant timing to address the accounting value disconnect cited by shareholders, and redesigned the 2026 long-term incentive plan to use a full three-year performance goal plus a relative total shareholder return modifier; these are meaningful, documented responses to shareholder concerns. The pay structure is predominantly performance-based (PSUs make up the large majority of equity compensation for the Co-CEOs and other named executive officers), with salary representing a modest portion of total compensation, and the short-term bonus payouts were tied to objective financial metrics that required real achievement above threshold. While the CEO's total compensation of approximately $5.6 million is substantial for a company with a $373 million market cap, the company underwent a fundamental business transformation in 2025 — selling its passenger segment and acquiring Keystone — placing heavy demands on leadership, and the compensation committee's responsiveness to prior shareholder feedback supports a For determination.

Non-audit fees (audit-related fees of $223,375 plus all other fees of $232,982, totaling $456,357) represent approximately 34% of audit fees ($1,333,663), which is well below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for a company of this size and complexity; auditor tenure is not disclosed so the tenure trigger cannot fire; and no material financial restatements are noted.