The prior year Say on Pay vote came in at 69.4%, which is below the 70% threshold that normally requires the company to make visible changes — however, Rhythm responded substantively by conducting proactive outreach to holders representing over 50% of shares, enhancing compensation disclosure throughout the proxy, committing to 100% corporate-goal-based CEO bonuses starting in 2026, and publicly acknowledging stockholder concerns about performance-based equity; these are meaningful, concrete changes rather than empty promises. CEO total pay of approximately $17.5 million is high in absolute terms, but roughly 95% is delivered as long-term equity tied to stock price, and RYTM's 3-year total shareholder return of +288% is in the 84th percentile of its peer group while CEO realizable pay is positioned at the 79th percentile — a clear pay-for-performance alignment. The pay mix is overwhelmingly variable and performance-sensitive (approximately 91% at-risk), a clawback policy compliant with Nasdaq rules is in place, and the company's stock outperformance strongly justifies above-median incentive compensation, making a FOR determination appropriate despite the prior-year flag.

Non-audit fees (tax services of $147,853) represent only about 6.8% of audit fees ($2,188,982), well below the 50% threshold that would raise independence concerns; no material restatements are disclosed, and Ernst & Young is a Big 4 firm appropriate for a company of RYTM's size; auditor tenure is not disclosed in the filing, so the tenure trigger cannot fire and we default to FOR per policy.