CervoMed (CRVO) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 23, 2025, with shareholders able to vote and submit questions online.

• Seven directors will be elected, and proposals include ratifying the auditor, an advisory vote on executive compensation, and approval of a new equity incentive plan.

• The board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors, ratifying RSM US LLP as auditor, approving executive compensation (say-on-pay), and adopting the 2025 Equity Incentive Plan.

• The board recommends a vote for all director nominees and for each proposal.

• Only shareholders of record as of April 24, 2025, are entitled to vote.

Board of directors and corporate governance

• The board will be reduced from eight to seven members after the meeting.

• Five of eight current directors are independent under Nasdaq and SEC rules.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, each with defined responsibilities and independent members.

• The board separates the roles of Chair and CEO for effective governance.

• Directors are expected to attend at least 75% of meetings and the annual meeting.