CEO Bryan Leach received total compensation of approximately $10.9 million in fiscal 2025, with roughly $10 million consisting of a large equity award — very high relative compensation for a company whose market capitalization has fallen to $758 million and whose stock has lost 68.2% of its value over three years. The policy requires that above-benchmark variable pay be justified by shareholder returns that are at least in line with peers, but Ibotta's 3-year stock return trails the company's own peer group median by 23.6 percentage points, meaning shareholders experienced significantly worse outcomes than investors in comparable companies while executives received outsized equity grants. Although this is the first year shareholders are voting on executive pay and no prior-year support data is available to assess responsiveness, the combination of very high incentive compensation and material peer-relative underperformance fails the pay-for-performance alignment test under our policy.

KPMG has served as Ibotta's auditor since 2020 (approximately 6 years), well below the 25-year tenure threshold, and charged zero non-audit fees in fiscal 2025, meaning 100% of fees were for core audit work — far below the 50% non-audit ratio that would raise independence concerns; KPMG is a Big 4 firm appropriate for a public technology company, and no material restatements were disclosed.