The prior year advisory vote on executive compensation received approximately 97% shareholder support, well above the 70% threshold that would require a response, and the company's compensation structure is clearly disclosed with no significant changes warranting concern. The pay mix is appropriately weighted toward variable compensation — the proxy states 60% of target equity compensation is performance-based (in the form of performance stock awards tied to free cash flow and relative total shareholder return versus the Russell 2000 index) and 40% is time-based restricted stock awards, satisfying the 50-60% variable pay requirement. The CEO's total compensation of $6,728,320 reflects a partial-year tenure (she became CEO on October 3, 2025) plus a signing bonus and new-hire equity grant, and the pay-for-performance alignment is supported by the company's strong 2025 operating results including record revenue of $1.516 billion, 11% non-GAAP EPS growth, and 5-year cumulative shareholder return of approximately 59%, which is above the peer group median 5-year TSR of negative 30.8%.

Deloitte has audited Merit Medical since 1988, a relationship of approximately 38 years, which far exceeds the 25-year tenure threshold in our policy that triggers a vote against absent a specific and compelling rationale from the audit committee. The proxy does not provide a compelling justification for continuing this unusually long engagement — it simply states Deloitte has 'significant industry and financial reporting expertise' without disclosing a multi-year rotation plan or exceptional audit quality metrics. The non-audit fee ratio (audit-related fees of $433,675 plus tax fees of $318,293, totaling $751,968, divided by audit fees of $1,795,985) is approximately 41.9%, which is within the 50% limit and does not independently trigger a vote against, but the tenure issue alone is sufficient to vote against ratification.