At the 2025 annual meeting, the advisory vote on 2024 executive compensation received less than 50% support — a significant shareholder rebuke that would normally trigger a No vote under our policy if no visible changes were made. However, the compensation committee responded substantively: it engaged directly with shareholders representing more than 50% of outstanding shares (with the compensation committee chair personally meeting with top-five holders), and for 2025 it redesigned the performance-based equity award program to measure company revenue and operating income goals over a three-year period and shifted the relative performance metric to the broader Russell 3000 index, which are meaningful structural improvements. Because the company made visible, substantive changes to its compensation program in direct response to the failed vote — rather than simply ignoring shareholder feedback — the prior-year trigger does not result in a No vote, and the 2025 compensation program, with approximately 78% of CEO pay in long-term equity that is heavily performance-based, reflects a pay mix that aligns executive outcomes with shareholder interests.

Grant Thornton LLP's non-audit fees (tax compliance work of $142,560) represent approximately 9.6% of audit fees ($1,477,287), well below the 50% threshold that would raise independence concerns; auditor tenure since 2016 is approximately 10 years, comfortably below the 25-year threshold; no material financial restatements were disclosed; and Grant Thornton is a large national firm appropriate for a company of MXL's size and complexity.