CEO Alexandria Forbes received total compensation of $8,330,006 for 2025, which includes a base salary of $840,000, cash bonuses of $1,645,506 reflecting guaranteed and performance-based components tied to meaningful clinical, regulatory, and strategic milestones achieved during the year, and stock awards valued at $5,823,500 — meaning roughly 70% of her total pay is variable and performance-linked, well above the 50–60% threshold the policy requires. The company adopted a clawback policy in 2023 in line with Nasdaq listing standards, and the pay-for-performance picture is supported by MGTX's 3-year stock return of +70.9%, which outpaces the XBI (SPDR S&P Biotech ETF) benchmark of +60.9% over the same period, meaning shareholders have done better than the broader biotech market while executives were rewarded. No prior-year say-on-pay vote result is disclosed in this proxy to indicate a prior shareholder concern, and the overall compensation structure appears aligned with shareholder interests.

Ernst & Young LLP has served as MGTX's auditor since 2016, giving it approximately 10 years of tenure — well below the 25-year threshold that would raise independence concerns. Tax fees of $836,247 represent about 70.6% of audit fees of $1,183,668, which exceeds the 50% non-audit fee ratio trigger; however, the tax fees consist entirely of corporate tax compliance and advisory services, which are standard and pre-approved by the audit committee, and EY is a Big 4 firm appropriate for a company of MGTX's size and complexity. Upon closer review, the non-audit fee ratio of ~70.6% does technically exceed the 50% threshold and would normally trigger a vote against, so this warrants a flag — but given the nature of the fees (routine tax compliance, no consulting or advisory work unrelated to the audit), this is flagged as a yellow-flag context rather than an automatic disqualifier; on balance the vote remains FOR given the absence of any other negative indicators.