Although MARA received only 21.6% support on last year's say-on-pay vote — far below the 70% level that would normally trigger a No vote absent changes — the company has made substantial and visible changes to its compensation program in direct response to shareholder feedback: it eliminated immediate vesting on stock awards, extended the performance measurement period for relative stock-return goals from one year to two years (with three years beginning in 2026), introduced a minimum performance threshold before any bonus can be paid, capped bonus payouts at target, and redesigned the peer group used for benchmarking. The CEO's total reported pay dropped approximately 37% year-over-year, and the pay mix remains heavily performance-linked (roughly two-thirds of long-term awards are performance stock awards subject to operational and stock-return goals). Because the company has made concrete, structural improvements that directly address the concerns shareholders raised, the policy exception for meaningful post-low-vote remediation is satisfied, and a FOR vote is appropriate.

PwC was only appointed in March 2025 (approximately one year of tenure), so the long-tenure concern does not apply; the non-audit fees of $470,755 represent about 48% of audit fees of $975,000, which falls just below the 50% threshold that would trigger a concern about auditor independence; and PwC is a Big 4 firm fully appropriate for a $4.6 billion market-cap company, with no material restatements attributable to audit failure under PwC's watch.