This is Figure's first annual meeting following its September 2025 IPO, so there is no prior Say on Pay vote to reference. CEO Michael Tannenbaum received total compensation of $9,860,957 for 2025, which is within a reasonable range for a CEO of a $6.8B fintech company, with the majority of pay coming from equity awards and performance-based bonuses rather than fixed salary — his base salary of $424,715 represents only about 4% of total compensation, well below the 40% fixed-pay threshold that would be a concern. The company has a clawback policy adopted in connection with its IPO, and the compensation structure includes quarterly performance-based bonuses tied to company metrics that achieved 100-110% of goals, reflecting reasonable pay-for-performance alignment for a newly public company.

Non-audit fees (tax fees of $212,382 plus all other fees of $940,000) total $1,152,382, which represents approximately 19.8% of audit fees on a pure ratio basis — however, under the policy, audit-related fees not part of the statutory audit scope must be included; including the audit-related fees of $0 in 2025, the non-audit total remains $1,152,382 against audit fees of $5,812,700, yielding a ratio of approximately 19.8%, which is below the 50% threshold. Wait — recalculating: non-audit fees = Tax Fees $212,382 + All Other Fees $940,000 = $1,152,382; audit fees = $5,812,700; ratio = $1,152,382 / $5,812,700 = ~19.8%, which is below 50%. However, the policy states audit-related fees should be included as non-audit if not part of statutory audit scope — in 2025 audit-related fees are $0. Ratio is 19.8%, below the 50% trigger. KPMG tenure is not disclosed in the proxy, so the tenure trigger does not fire. No material restatements are disclosed. KPMG is a Big 4 firm appropriate for a $6.8B company. The non-audit fee ratio does not exceed 50%, so the policy default of FOR applies.