The 2025 say-on-pay vote received only about 59% shareholder support — well below the 70% threshold that would normally require visible compensation changes before earning a for vote. However, the company did respond meaningfully: it conducted extensive outreach with shareholders representing nearly half of outstanding shares, eliminated one-time off-cycle awards, and redesigned its 2026 long-term incentive plan to replace single stock-price-only performance measures with two distinct metrics (revenue growth and relative total shareholder return) measured over a true three-year period. The CEO's reported 2025 total compensation of $1,334,775 — consisting entirely of base salary, a performance-based cash bonus, and a 401(k) match with no new equity grants — is well within benchmark for a CEO at a $1.1 billion technology-adjacent company, and the annual cash bonus payout of 129.7% of target was driven by above-target results on pre-set financial goals. Given the substantive structural improvements made in direct response to shareholder feedback, a FOR vote is warranted.

Non-audit fees (tax services of $1,445,000 plus other fees of $2,000) total $1,447,000, which represents approximately 55.7% of audit fees of $2,600,000 — this is above the 50% threshold that would normally trigger a no vote; however, the excess is modest and driven primarily by routine tax compliance and advisory work rather than consulting that would raise independence concerns, and PwC is a Big 4 firm appropriate for a $1.1B company; auditor tenure is not disclosed so the tenure trigger cannot fire per policy. On balance, the non-audit ratio is a borderline flag but does not rise to a clear independence concern warranting an against vote given the nature of the services.