Last year only 56% of shareholders voted in favor of the pay program — well below the 70% threshold that requires visible remediation under policy. Despite that weak signal, the company chose in 2025 to grant all equity awards as purely time-based stock options with no performance hurdles, meaning executives receive the full value of those awards simply by staying employed regardless of whether the stock goes up or down beyond the exercise price spread. The policy treats incentive awards with no meaningful performance conditions as effectively fixed pay disguised as variable pay, which is a standalone No trigger; combined with the failure to meaningfully address prior low shareholder support, an AGAINST vote is warranted.

The proxy filing does not include an auditor fee table with specific dollar amounts in the text provided, so the non-audit fee ratio cannot be calculated; tenure is also not disclosed in the excerpts provided. Under policy, when tenure cannot be confirmed the tenure trigger does not fire, and without fee data the ratio trigger cannot fire either. Ernst & Young is a Big Four firm appropriate for a $2.3B market-cap company, and no restatements or other concerns are identified, so the default FOR vote applies.