The prior Say on Pay vote received 92% support, well above the 70% threshold that would require demonstrated responsiveness. The CEO's total compensation of approximately $11.3 million is consistent with a mid-large cap semiconductor company CEO, and the pay mix is strongly performance-oriented — the proxy states approximately 93% of the CEO's target pay is at-risk, far exceeding the 50-60% minimum. Long-term equity awards include performance stock awards tied to multi-year revenue growth and operating margin targets with meaningful thresholds, and the 2023 performance awards paid out at zero due to the industry downturn, demonstrating real pay-for-performance alignment. A clawback policy compliant with Nasdaq and SEC rules is in place.

Deloitte was only appointed in March 2025, so tenure is approximately one year — far below the 25-year threshold for concern. Non-audit fees (audit-related fees of $8,200 plus tax fees of $6,200 plus other fees of $2,100, totaling $16,500) represent roughly 1% of audit fees of $1,616,400, well within the 50% limit. Deloitte is a Big 4 firm appropriate for a $6.7B market cap company. The switch from Ernst & Young was prompted by a previously disclosed material weakness in inventory accounting at the prior auditor, making the change a positive governance step.