The CEO's total pay of $8,004,152 for 2025 represents a 60% increase over the prior year ($5,003,399) and is well above what would be expected for the CEO of a ~$445M market cap technology company, most likely exceeding the +20% threshold above benchmark that triggers a No vote under the policy. The pay-for-performance alignment test also fails: the stock fell 25.2% over the past year and is down 16.5% over five years, yet the CEO received sharply higher variable pay — the incentive structure rewarded the executive while shareholders experienced significant losses, precisely the disconnect the Say on Pay policy is designed to flag. Additionally, $2.4M of the CEO's 'All Other Compensation' is described as a long-term incentive settled outside the standard equity plan, reducing transparency, and the company disclosed material weaknesses in internal controls throughout 2024 and into 2025.

KPMG was only just appointed in March 2026 as a new auditor replacing EY, so there are zero tenure concerns. The non-audit fees (audit-related fees of $30,000 plus tax fees of $484,092, totaling $514,092) represent approximately 11.4% of audit fees of $4,518,389 — well below the 50% threshold. KPMG is a Big 4 firm fully appropriate for a company of this size and complexity. No material restatement attributable to audit failure is present; the previously disclosed material weakness in internal controls was remediated and EY's dismissal was clean with no disagreements.