The prior year say-on-pay vote received approximately 94% shareholder support, reflecting broad approval of the compensation program, and the CEO's total compensation of $6,773,516 (fiscal 2025, the most recently completed year per the database) appears reasonable for a mid-large-cap industrial services company of DY's size and market position. The pay mix is strongly performance-oriented, with at least 50% of long-term equity awards in performance-vesting stock awards tied to pre-tax income and operating cash flow goals, annual cash incentives tied to measurable earnings and cash flow thresholds, and the company discloses that well over 60% of total target compensation for the CEO is variable and at-risk. Pay-for-performance alignment is strong given DY's 3-year total shareholder return of +337.2% substantially outperforms its peer group median of +220.7%, and the company has a robust clawback policy (including a supplemental clawback covering time-vesting awards) and meaningful stock ownership requirements.

Non-audit fees (audit-related fees of $437,515 plus tax fees of $431,584 plus other fees of $2,000, totaling $871,099) represent approximately 17.6% of audit fees of $4,955,831, well below the 50% threshold that would raise independence concerns; PwC is a Big 4 firm appropriate for a company of DY's size and complexity; auditor tenure is not disclosed in the proxy so no tenure trigger can fire; and no material financial restatements are identified.