While the annual cash bonus was correctly zeroed out given that both revenue and Adjusted EBITDA missed their targets by wide margins, the CEO still received over $4.6 million in stock awards in 2025, bringing total reported compensation to $5.4 million — a level that is difficult to justify for a company whose market cap has fallen to roughly $92 million and whose stock has lost about 94% of its value over three years while the peer group median declined only 29%. The CEO's base salary of $760,000 alone substantially exceeds what would be benchmark-appropriate for a sub-$100 million market cap medical device company, and the large equity grants at above-benchmark levels while shareholders experienced near-total loss of value represents a failure of pay-for-performance alignment on the variable compensation side that the policy requires to vote No. Prior Say on Pay support was strong at 94.5%, but that vote reflected 2024 compensation before the full extent of the company's collapse was apparent to shareholders.

Grant Thornton LLP has served since 2018 (approximately 8 years), well below the 25-year tenure threshold that would raise independence concerns. Non-audit fees (tax services of $11,800) represent only about 1.3% of audit fees ($931,200), far below the 50% threshold that would trigger a concern. No material restatements were noted, and Grant Thornton is a large national firm appropriate for a company of TMCI's size.