The CEO's total reported compensation of $37.3 million in 2025 is dominated by a single large special award — reported at approximately $30.5 million at the time of grant — that was designed to cover multiple future years and is only earned if the stock hits ambitious price targets over a six-year window. Even though this type of award has genuine pay-for-performance merit (all three stock price goals were subsequently achieved), the SEC rules require the full reported value to be counted in a single year, which produces a total figure that is well above the +30% threshold versus a reasonable benchmark for a Technology sector CEO at a $4.3 billion company, triggering a No vote under the aggregate pay level test. The pay-for-performance structure itself is commendable — 91% of target pay is variable, performance metrics are rigorous (relative TSR versus Russell 2000 for annual awards; stock price thresholds for the special grant), the company's 2025 financial results were strong, and the prior year's say-on-pay vote received 93% support — but the policy requires a vote against when reported CEO pay exceeds the benchmark by more than 30%, and the magnitude of the special grant reported in a single year crosses that line regardless of the multi-year intent.

Non-audit fees paid to KPMG in 2025 were only $2,000 (accounting research software) versus $1,774,000 in core audit fees — a non-audit ratio of roughly 0.1%, far below the 50% threshold that would raise independence concerns. KPMG is a Big 4 firm fully appropriate for a $4.3B market cap technology company. Auditor tenure is not disclosed in the filing, so per policy the tenure trigger does not fire and a FOR vote is appropriate; the absence of tenure disclosure is noted as a minor negative factor only.