The core problem with SARO's 2025 pay program is that all equity awards — stock options and restricted stock units — vest purely based on the passage of time, with no performance conditions attached. This means the equity portion of compensation (which makes up the bulk of pay) functions like a salary rather than a true incentive linked to shareholder outcomes. This directly triggers the policy's 'no meaningful performance conditions' standard, which calls for a No vote when grants vest regardless of outcomes. Compounding this concern, the company's stock fell roughly 7.6% over the past year while the industrials sector (XLI) rose 22.4%, a gap of 30 percentage points, yet executives still received 90% of their target annual bonuses based on short-term internal financial metrics. The company has only been public since October 2024, and the proxy acknowledges the committee 'expects to continue evaluating the appropriate balance of time-vested and performance-based equity over time,' but shareholders are being asked to approve a compensation program that currently has no mechanism to reduce executive pay when the stock underperforms.

PwC US was only appointed in November 2024, giving it roughly one year of tenure — well below the 25-year threshold that would raise independence concerns. Non-audit fees (audit-related fees of $387K plus tax fees of $21K plus other fees of $2K = $410K) represent about 6.3% of audit fees ($6,493K), comfortably below the 50% threshold. PwC is a Big 4 firm appropriate for a $9B company, and the proxy discloses a robust pre-approval policy.