The CEO's total reported pay for 2025 was approximately $5.96 million, which is reasonable for a CEO at a roughly $1 billion technology-sector company, and the pay mix is appropriately structured — 52% of target compensation is performance-based and 87% is at risk, satisfying the policy's requirement that the majority of senior executive pay be variable. While last year's shareholder vote came in at only 61% support (below the 70% threshold that triggers a No vote absent responsive action), the company took visible and substantive steps in response: it eliminated one-time off-cycle awards for 2025, engaged directly with shareholders representing roughly 50% of ownership, and committed to returning to a single full-year bonus measurement period and multi-year performance stock award cycles for 2026 — meaningful structural improvements that satisfy the policy's requirement for visible change. The long-term incentive plan also includes a meaningful three-year total shareholder return modifier on performance stock awards, and the realized pay record shows executives received only 7.4% of target on completed long-term award cycles, demonstrating that the incentive structure has genuinely penalized executives for the company's poor stock performance.

Ernst & Young LLP was newly appointed for fiscal year 2025 (replacing BDO USA, P.C.), so its tenure is approximately one year — well below the 25-year concern threshold. Non-audit fees paid to EY were only $3,600 (a small software subscription) against $1,070,000 in audit fees, a ratio of less than 1%, which is far below the 50% threshold that would raise independence concerns. EY is a Big 4 firm appropriate for a company of Shoals' size.