CEO Mark Baum received total reported compensation of $23,606,274 in 2025, almost entirely driven by a single large grant of performance stock awards worth $22.3 million that the company itself describes as a multi-year award intended to cover future grant years as well — meaning a full multi-year pay package was reported all at once in 2025. Even accounting for the multi-year nature of the grant, the reported figure far exceeds what a CEO at a $1.5 billion healthcare company would typically receive on a single-year basis; our independent benchmark for a healthcare CEO at this market-cap band is materially lower, placing total CEO compensation more than 30% above the expected level and triggering the policy's threshold for a No vote. The performance stock awards do carry genuine stock-price hurdles ranging from $50 to $100 per share over five years with a three-year service minimum, which is a positive structural feature, but the sheer magnitude of the grant in a single reported year, combined with the above-benchmark total compensation level, does not pass the pay-level test under this policy regardless of the incentive structure's quality.

Deloitte was only appointed in September 2025 and has served for approximately one year, so there is no long-tenure independence concern; the proxy does not include an auditor fee table with audit versus non-audit fee breakdowns, so the non-audit fee ratio trigger cannot be tested, but the absence of disclosed fee data does not itself trigger a negative vote; Deloitte is a Big 4 firm fully appropriate for a $1.5 billion market-cap company, and no material restatements have been disclosed.