CEO total compensation of approximately $8.4 million is well below the market median for a CEO of a large-cap consumer cyclical company with over $69 billion in market capitalization, which the proxy itself acknowledges is intentionally set below market due to Mr. Garcia's significant ownership stake — this is a genuine governance positive, not a concern. Pay mix is strongly aligned with shareholder interests: approximately 88% of each executive's target pay is in the form of time-based restricted stock units whose realized value rises and falls directly with the stock price, and the company's stock returned +3,889% over three years while delivering record revenue of over $20 billion and net income of $1.9 billion in 2025. A meaningful clawback policy is in place, the prior say-on-pay vote received over 99.5% support, and there are no red flags on pay structure or dilution that would warrant a NO vote.

The non-audit fees paid to Grant Thornton in 2025 — consisting of audit-related fees of $134,380, tax fees of $1,153,210, and other fees of $74,200, totaling approximately $1,361,790 — represent about 54% of the core audit fees of $2,522,398, which exceeds the 50% threshold in our policy. A large tax consulting and advisory relationship of this size raises concerns about whether the auditor can remain fully independent from the management team it is also paid to advise; the policy calls for a NO vote when non-audit fees exceed half of audit fees. Auditor tenure is not disclosed in the proxy, so the tenure trigger does not apply, and no material restatements were identified.