CEO Paul Abbott received total compensation of approximately $10.0 million in 2025, which is reasonable for a CEO of a $3 billion global travel management company, and the prior say-on-pay vote received over 99% support indicating strong shareholder acceptance. The pay program has good structural features: a meaningful portion is variable (annual cash bonus plus equity awards in the form of time-vesting restricted stock awards and performance stock awards with a three-year performance period tied to Adjusted EBITDA, cash from operations, and a relative total shareholder return modifier), the company has a robust clawback policy, and no single-trigger change-of-control vesting exists. GBTG's 3-year stock return of -11.4% trails the company-disclosed peer group median of -8.2% by only 3.2 percentage points, which does not meet the greater-than-20-percentage-point underperformance threshold that would call incentive pay alignment into question, so pay-for-performance alignment is acceptable.

KPMG has audited GBTG since 2014 (approximately 12 years), well below the 25-year tenure threshold that would raise independence concerns. Non-audit fees (audit-related fees of $592,000 plus tax fees of $3,991,000, totaling $4,583,000) represent about 74% of core audit fees of $6,171,000, which exceeds the 50% threshold; however, the majority of these non-audit fees are tax compliance and advisory services that are common for a global company of this size, and KPMG is an appropriate Big 4 auditor for a $3 billion market-cap company, so on balance the non-audit ratio is noted as a flag but does not override the FOR determination given the routine nature of the services and absence of other concerns. On reflection, the non-audit fee ratio of 74% does exceed the policy's 50% threshold and triggers a NO vote under the policy.