CEO Alex Shootman received total compensation of approximately $7.5 million in 2025, a level consistent with benchmark expectations for a CEO at a $1.8 billion technology company. The pay program is well-structured: variable pay (annual cash bonus plus stock awards) constitutes approximately 93% of total compensation, far exceeding the 50-60% minimum required under policy, and the annual bonus was earned above target at 125.3% based on objective, pre-set revenue and Adjusted EBITDA goals that the company substantially achieved. The prior Say on Pay vote received 89% support, a strong shareholder endorsement, and the company's 3-year stock return of +31.1% outperforms the disclosed peer group — confirming that above-target incentive pay is aligned with shareholder experience.

Ernst & Young's non-audit fees in 2025 totaled $657,200 (comprising $150,000 in tax fees and $507,200 in other fees for capital market advisory services and a research tool), which equals approximately 24.7% of audit fees on its own but when combined represents total non-audit spend of $657,200 against audit fees of $2,663,785 — a ratio of roughly 24.7%, which is below 50%. However, re-examining: non-audit fees = Tax Fees ($150,000) + All Other Fees ($507,200) = $657,200; audit fees = $2,663,785; ratio = $657,200 / $2,663,785 = 24.7%. This is below the 50% threshold, so the non-audit ratio trigger does NOT fire. Auditor tenure is approximately 9 years (since 2017), well below the 25-year threshold. No material restatements are disclosed. EY is a Big 4 firm appropriate for a $1.8B market cap company. All policy screens pass — vote FOR.