Minerva Neurosciences (NERV) investor relations material

Executive summary

• The annual meeting is scheduled for December 22, 2025, and will be held virtually to enhance participation and efficiency.

• Six key proposals are up for shareholder vote, including director elections, amendments to the certificate of incorporation, equity plan changes, executive compensation, and auditor ratification.

• The board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Shareholders will vote on electing two Class II directors to serve until 2028.

• Approval is sought to increase authorized common stock from 125M to 250M shares.

• Approval for the issuance of common stock upon conversion of Series A Preferred Stock, including shares from warrant exercises.

• Amendment to the 2013 Equity Incentive Plan to add 12.5M shares for awards.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of Deloitte & Touche LLP as independent auditor for 2025.

Board of directors and corporate governance

• The board consists of six members, divided into three classes with staggered three-year terms.

• Four directors are considered independent under Nasdaq standards.

• The CEO also serves as board chair, with a lead independent director to reinforce board independence.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance.

• Directors are encouraged to attend annual meetings; all attended in 2024.