Clearpoint Neuro (CLPT) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 21, 2025, to be held virtually; record date is March 24, 2025, with 27,979,560 shares outstanding.

• Key proposals include election of eight directors, ratification of auditor, advisory votes on executive compensation and its frequency, and approval of amended stock plans.

• Board recommends voting FOR all proposals and for annual advisory votes on executive compensation.

• Proxy materials are available online, and shareholders are encouraged to vote electronically.

Voting matters and shareholder proposals

• Proposals: elect eight directors, ratify Cherry Bekaert LLP as auditor, approve executive compensation, set annual frequency for say-on-pay, approve amended ESPP, and approve amended 2013 Incentive Compensation Plan.

• Board recommends FOR all proposals and for annual say-on-pay votes.

• No dissenter’s rights are available for any proposal.

• Shareholder proposals for the 2026 meeting must be submitted between January 21 and February 20, 2026.

Board of directors and corporate governance

• Board consists of eight directors, with six deemed independent under Nasdaq rules.

• Board leadership is separated between Chairman and CEO; lead independent director coordinates independent director activities.

• Board met five times in 2024; all directors attended at least 75% of meetings.

• Stock ownership guidelines require CEO to own shares equal to 500% of base salary; non-employee directors, 400% of base retainer.

• Non-employee directors receive annual retainers and equity awards; may elect to receive fees in stock.