Michael Nuzzo was hired as CEO in August 2025 and received total compensation of $4,691,109, which includes a prorated base salary of $324,627 (reflecting roughly five months of service), an $800,000 discretionary bonus awarded by the board to recognize his leadership during a difficult organizational transition, and stock awards valued at approximately $3.57 million at grant. The stock award package is a single large new-hire grant covering multiple future years rather than a recurring annual award, which is standard practice for newly hired executives; half vests over time and half only pays out if the stock price reaches $16, $25, or $30 per share — meaning a meaningful portion of pay is tied to real stock price recovery that would benefit shareholders. The company's compensation structure includes a clawback policy, performance conditions on the annual bonus (Adjusted EBITDA targets, though the discretionary bonus this year was explicitly justified by the CEO transition), and meaningful long-term performance conditions on equity, which together represent an acceptable pay program for a newly installed CEO at a company undergoing significant restructuring.

The non-audit fees paid to Deloitte (tax fees of $1,434,284 plus other fees of $1,895, totaling $1,436,179) represent approximately 51.6% of the core audit fees of $2,784,918, which exceeds the 50% threshold in our policy. When non-audit work grows to this size relative to the audit, it raises concerns about whether the auditor can remain fully independent from management. Auditor tenure was not disclosed in the filing, so no tenure trigger is applied; the non-audit fee ratio alone is sufficient to warrant a vote against ratification.