Mr. Brust joined as CEO in mid-2025 and his reported total compensation of approximately $10.1 million reflects a large new-hire equity package — including performance stock awards with meaningful stock-price hurdles ranging from $4 to $8 per share — rather than a recurring annual grant, and his base salary of $750,000 is reasonable for a CEO at a $1.3 billion company; the pay mix is heavily weighted toward variable, performance-linked equity (roughly 90% of total pay), satisfying the policy's requirement that the majority of pay be at risk. Prior-year say-on-pay support was 80.9%, above the 70% threshold that would require demonstrated changes, and the committee demonstrably responded to prior shareholder feedback by freezing base salaries, cutting 2025 annual equity grant values by 35–47% for continuing executives, extending vesting schedules, and refreshing the peer group; the company also has a formal clawback policy in place that complies with Dodd-Frank requirements.

Deloitte was newly appointed for fiscal year 2025 (replacing Ernst & Young, which audited prior years), making it a first-year engagement with no tenure concern; non-audit fees are zero, so the non-audit fee ratio is 0% — well below the 50% threshold — and Deloitte is a Big 4 firm appropriate for a $1.3 billion market-cap company.