The prior year say-on-pay vote received over 94% shareholder support, indicating broad endorsement of the program. CEO total compensation of approximately $10.96 million is within a reasonable range for a net lease REIT CEO at ADC's market cap and performance level, and the pay structure is heavily weighted toward variable, at-risk pay — approximately 92% of CEO compensation is at-risk through annual cash bonuses, time-vested restricted shares, and performance stock awards tied to 3-year relative total shareholder return versus peers. The company has meaningfully strengthened its pay-for-performance alignment over recent years, including raising the CEO's performance award mix to 70% of equity awards, capping payouts at 100% if absolute TSR is negative, and maintaining a robust clawback policy compliant with Dodd-Frank requirements.

Non-audit fees (audit-related fees of $31,500) represent approximately 3.3% of core audit fees of $966,000, well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed so the tenure trigger cannot fire per policy; Grant Thornton is a large national firm appropriate for a $9.2B market cap REIT; no material restatements are noted.