The prior year say-on-pay vote received only 61% support — below the 70% threshold in our policy — and while the company engaged with shareholders and committed to adding performance-based stock awards starting in 2026, the core concern raised by investors (lack of performance-contingent equity) was not addressed in the 2025 compensation year itself, meaning the pay being voted on today still reflects the old structure. The compensation committee awarded a 300% bonus multiplier — three times the target — based largely on its own qualitative judgment about exceptional execution, applied under a program with no disclosed maximum cap on payouts, which means there was effectively no ceiling on how much executives could receive regardless of pre-set goals. Although PRAX's stock performance in 2025 was outstanding (up roughly 283% for the year) and the pipeline achievements were real, the incentive pay structure for 2025 did not include meaningful pre-set, objective performance conditions tied to specific measurable thresholds, making the above-target bonus payout difficult to distinguish from discretionary compensation dressed up as pay-for-performance.

Ernst & Young LLP has served as PRAX's auditor since 2019 (approximately 7 years), well below the 25-year tenure threshold that would raise concerns; non-audit fees (tax services of $107,723) represent only about 6.7% of audit fees ($1,615,400), comfortably below the 50% threshold; and Ernst & Young is a Big 4 firm appropriate for a company of PRAX's $8.9 billion market cap with no material restatements disclosed.