The company received only 44% support on last year's say-on-pay vote — well below the 70% threshold that requires visible corrective action — and while the company engaged shareholders and made some disclosure improvements, the core concern (a large one-time special equity award granted in 2024 that shareholders found unjustified) remains in place with no structural change to the award itself. The CEO's base salary of $900,000 accounts for approximately 55% of his total 2025 compensation of $1,628,438, meaning fixed pay exceeds the 40% ceiling that our policy flags as a concern, and the incentive pay that was earned came in a year when the stock fell 52.7% and underperformed the XLK technology ETF by over 80 percentage points on a 1-year basis. The combination of inadequate response to a failed prior-year vote, a pay structure where fixed pay dominates, and severe pay-for-performance misalignment — executives received bonuses above the 'Commence' threshold while shareholders suffered devastating losses — all point to an AGAINST vote.

Non-audit fees (audit-related fees of $23,100 plus other fees of $12,500, totaling $35,600) represent approximately 5.4% of audit fees of $658,909, well below the 50% threshold that would raise independence concerns; no material restatements were identified; RSM is a large national firm appropriate for a company of this size; auditor tenure was not disclosed so the tenure trigger cannot fire, and that absence is noted as a minor negative but does not change the vote.