While Oklo's stock has performed exceptionally well — up over 500% over three years — the compensation structure raises a serious concern: all equity awards to named executives consist entirely of time-vested stock awards (shares that vest automatically based on how long the executive stays, with no performance targets), and the annual cash bonuses are fully discretionary with no disclosed, measurable goals. This means the variable portion of pay is not truly performance-based — executives receive the same equity and bonus outcomes regardless of whether the company hits or misses specific targets, which is effectively fixed pay dressed up as incentive pay. Our policy requires that incentive plans have clear, measurable performance conditions; when they do not, the plan fails the pay quality test regardless of stock price performance, and we vote AGAINST.

Deloitte & Touche LLP has served as Oklo's auditor since October 2024 — well under the 25-year tenure threshold that would raise independence concerns. Non-audit fees of $30,000 represent only about 1.4% of audit fees of $2,090,000, far below the 50% ratio that would trigger a concern about auditor independence. Deloitte is a Big 4 firm fully appropriate for a company of Oklo's $10.9 billion market cap, and no material restatements attributable to audit failure have been disclosed.