The prior year say-on-pay vote received approximately 91% shareholder support, well above the 70% threshold that would require a response. CEO total compensation of approximately $2.93 million is modest and well within benchmark expectations for a semiconductor company CEO at ALGM's market cap, with base salary comprising only about 9% of target compensation — far below the 40% fixed-pay threshold that would be a concern. The pay program is heavily performance-oriented: 91% of CEO target compensation and 82% of other named executive officer target compensation is variable and at-risk, driven by meaningful metrics including revenue growth, gross margin expansion, and relative total shareholder return, with a robust clawback policy in place and no problematic structural features such as guaranteed bonuses or single-trigger change-in-control vesting.

PwC has served as ALGM's auditor since 2022 (approximately 4 years), well below the 25-year tenure threshold that would raise independence concerns. Non-audit fees (audit-related fees of $55,000 plus other fees of $2,125, totaling $57,125) represent only about 2% of audit fees of $2,743,650, far below the 50% threshold that would trigger a negative vote. PwC is a Big 4 firm appropriate for a company of ALGM's size and complexity, and no material financial restatements are disclosed.