The CEO's total reported pay of approximately $19.2 million is high in absolute terms but is anchored by a large long-term equity component — roughly 60% of the total comes from multi-year stock awards split evenly between performance-based awards (tied to three-year cumulative Adjusted EBITDA, cash flow, and a relative total shareholder return modifier) and time-vested restricted stock units, which satisfies the policy's requirement that at least 50-60% of pay be variable and performance-linked. The 2025 annual cash incentive payout of 128% of target was driven by Adjusted EBITDA coming in at 100.8% of target plus a strong qualitative assessment, and the three-year performance stock awards paid out at 138.6% of target based on cash flow meaningfully exceeding its goal, which represents genuine pay-for-performance linkage rather than windfalls disconnected from results. Prior-year say-on-pay support was 97%, there is a meaningful clawback policy in place, and no individual pay threshold triggers are evident, so the overall program structure passes the policy screens and a FOR vote is appropriate.

PricewaterhouseCoopers has audited Churchill Downs since the company's 1990 fiscal year, a relationship of approximately 36 years that well exceeds the policy's 25-year tenure threshold; the proxy provides no specific and compelling rationale for continued engagement such as exceptional audit quality metrics or a concrete multi-year rotation plan, so the tenure trigger fires and a vote against ratification is warranted. The non-audit fee ratio (audit-related fees of $1,790,000 plus other fees of $2,000 against audit fees of $3,708,000 equals roughly 48%) is just under the 50% threshold and does not independently trigger a no vote, but the tenure concern alone is sufficient.