The 2025 say-on-pay vote received only 52.8% support — well below the 70% threshold that requires visible remedial action. While the company conducted shareholder outreach and disclosed a 'you said / we did' table, the responses are largely forward-looking commitments and program reviews rather than concrete implemented changes, which is insufficient to clear the prior-year-response screen. Additionally, the company's 3-year stock return of -68.2% significantly underperforms the disclosed compensation peer group median by 30.0 percentage points, yet the CEO received total compensation of $3,425,945 with approximately 68% in variable equity — above what would be expected for a CEO at a $224M market-cap company — creating a pay-for-performance misalignment where above-benchmark incentive pay was awarded during a period of sustained shareholder value destruction.

Ernst & Young has served as auditor since 2012 (approximately 13 years), well below the 25-year tenure threshold that would trigger a concern. Non-audit fees (tax fees of $38,587) represent only about 1% of audit fees ($3,778,459), far below the 50% threshold, so there is no independence concern. No material restatements were identified. Ernst & Young is a Big 4 firm appropriate for a company of this size and complexity.