The core problem with SoundHound's pay program is that the new restricted stock awards granted in 2025 to all executives — including $8.8 million to the CEO — vest purely based on how long the executive stays at the company, with no requirement that the company hit any financial or stock price target. This means the largest component of pay (equity) is effectively guaranteed compensation dressed up as variable pay, which our policy treats as a significant red flag because incentive pay that vests regardless of outcomes provides no real alignment with shareholder results. While the Compensation Committee did exercise discretion to zero out all cash bonuses for 2025 even though some targets were met (a shareholder-friendly decision), the far larger equity component has no such performance gating — the CEO received $8.78 million in stock awards that will vest simply by remaining employed, regardless of whether the stock goes up or down. Under our policy, an incentive plan with no meaningful performance conditions on equity grants triggers a vote against, because compensation that vests regardless of outcomes is not truly at-risk pay.

PwC has served since 2023 (approximately 3 years), well below the 25-year tenure threshold; non-audit fees of $2,000 represent a tiny fraction of audit fees of $3,800,000 (essentially 0%), far below the 50% threshold that would raise independence concerns; PwC is a Big 4 firm fully appropriate for a $2.8B market cap company.