The CEO's reported total compensation for fiscal 2025 (the most recently disclosed figure in our database) was approximately $11.3 million, which is within a reasonable range for the CEO of a ~$10 billion market cap independent investment bank when benchmarked against boutique and bulge-bracket peers; the compensation structure is heavily weighted toward variable pay — salary is $500,000 (less than 5% of total), with the remainder in annual incentive compensation paid in cash and equity — well above the 50-60% variable pay threshold. The prior say-on-pay vote received approximately 96% support, indicating broad shareholder endorsement of the program, and the performance-vesting shares include a meaningful revenue growth hurdle (7% compound annual growth), providing real performance conditions rather than guaranteed payouts.

KPMG's non-audit fees for fiscal 2026 — consisting of $1,265,000 in audit-related fees (foreign statutory audits) and $1,440,000 in tax fees — total $2,705,000, which equals approximately 73.8% of the $3,666,000 in core audit fees; this exceeds the policy's 50% threshold, raising concerns that the financial relationship between KPMG and Houlihan Lokey has grown large enough to potentially compromise the auditor's independence from management. Auditor tenure is not disclosed in the proxy, so the tenure trigger does not fire, but the non-audit fee ratio alone is sufficient to warrant a NO vote.