The company's stock has lost 73% of its value over three years while the Medical Device ETF Benchmark (IHI — iShares US Medical Devices ETF) declined only 6.5%, yet the former CEO received total compensation of $5.25 million including nearly $3.9 million in equity awards and a cash bonus of $641,250, and incentive targets were revised downward mid-year in August 2025 and then the committee further reduced the mathematically calculated payout from 105% to 95% using discretion — a soft signal of awareness of the disconnect, but the awards were still paid at near-target levels. The long-term equity program uses only time-based vesting with no performance conditions tied to stock price or financial outcomes, meaning these awards vest regardless of whether shareholders benefit, which the policy treats as incentive pay disguised as variable compensation. Given the severe underperformance versus the IHI benchmark and above-benchmark incentive pay that is not conditioned on performance outcomes that align with shareholder experience, a vote AGAINST is warranted.

The non-audit fees paid to KPMG total $386,975 (tax fees of $105,000 plus other fees of $281,975), which represents approximately 19% of the audit fees of $2,027,866 — well below the 50% threshold that would trigger an AGAINST vote; KPMG's tenure is not disclosed in the proxy so the tenure trigger cannot be confirmed and per policy we default to FOR on undisclosed tenure; no material restatements attributable to audit failure were identified, and KPMG is a Big 4 firm appropriate for a company of this size.