CEO John Reed received total compensation of approximately $4.65 million in 2025, which is dominated by base salary ($1.5 million) and a cash bonus earned at 90% of target ($1.35 million) rather than equity awards — Mr. Reed received no stock grants — so the pay mix concern about equity dilution does not apply here; the company received 99% shareholder support on last year's pay vote signaling broad shareholder satisfaction, and the pay structure includes meaningful performance conditions (the annual cash bonus was tied to Adjusted EBITDA and Written Sales targets and paid out at only 90% of target reflecting actual results below plan). While Arhaus stock has underperformed its sector, Mr. Reed's above-benchmark total pay is driven primarily by perquisites including personal aircraft use and a merchandise discount rather than above-benchmark incentive awards, and the incentive payout itself came in below maximum reflecting genuine performance discipline, so the pay-for-performance alignment check does not clearly trigger a no vote.

Non-audit fees (tax fees of $479,000 plus other fees of $2,000, totaling $481,000) represent about 16% of audit fees ($2,977,000), well below the 50% threshold that would raise independence concerns; PwC is a Big 4 firm appropriate for a company of Arhaus's size; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire; no material restatements were identified.