The prior year say-on-pay vote received 90.4% support, well above the 70% threshold that would require a mandatory re-evaluation. The fiscal year 2026 compensation program introduced meaningful reforms in direct response to shareholder feedback — most notably replacing time-based restricted stock units with performance share units (PSUs) tied to three-year financial targets plus relative total shareholder return — so that 50% of long-term incentive pay now vests only upon achieving pre-set goals, satisfying the policy's requirement for genuine performance conditions. While total reported pay for the current CEO (Mike Nassif, who replaced John Adent mid-year) includes large one-time sign-on and inducement awards necessary to recruit a new leadership team during a transformation period, these are non-recurring and the company provides clear disclosure that ongoing pay will revert to normalized levels; the annual incentive structure uses diversified metrics (revenue 50%, Adjusted EBITDA 30%, free cash flow 20%) and the committee applied reasonable discretion in capping free-cash-flow payouts at target. On balance, the pay structure is sufficiently performance-based, the prior-year response to shareholder feedback was substantive, and the unusual FY2026 compensation elements are adequately explained — a FOR vote is appropriate.

BDO has served since 2014, giving it approximately 12 years of tenure — well below the 25-year threshold that would raise independence concerns. In fiscal year 2026, non-audit fees were zero and audit-related fees were also zero, meaning the non-audit fee ratio is 0%, far below the 50% threshold. No material restatements were disclosed, and BDO is a large national firm appropriate for a company of Neogen's size and complexity. All policy screens pass cleanly.