The prior Say on Pay vote received 83.7% support, well above the 70% threshold that would require demonstrated changes. The CEO's reported total compensation of $39.1 million is dominated by a large new-hire equity award granted at his December 2024 appointment — a single large award intended to cover multiple future years reported all at once — and the proxy discloses that his actual realized pay was approximately $5.1 million in fiscal year 2026 after performance stock awards tied to the fiscal year 2026 performance period were forfeited due to missed targets, demonstrating meaningful pay-for-performance alignment. The overall compensation program structure is sound: a majority of NEO pay is variable and at-risk, performance stock awards that missed threshold were forfeited (not paid out), annual cash incentives paid out at approximately 75% of target reflecting partial goal achievement, and the company maintains a clawback policy compliant with Dodd-Frank requirements.

The non-audit fees (tax services of $1,230,948) represent approximately 44% of audit fees ($2,796,500), which is below the 50% threshold that would raise independence concerns; KPMG's tenure is not disclosed in the proxy so the tenure trigger cannot fire under policy; KPMG is a Big 4 firm appropriate for a $4.1 billion market-cap company; and no material financial restatements attributable to audit failure were identified.