Clearpoint Neuro (CLPT) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 20, 2026, in a virtual-only format, with voting on four key proposals.

• Proposals include election of seven directors, ratification of the auditor, advisory vote on executive compensation, and approval of the Seventh Amended and Restated 2013 Incentive Compensation Plan.

• Board recommends voting FOR all director nominees and FOR each proposal.

• Only shareholders of record as of March 23, 2026, are entitled to vote.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of seven directors, (2) ratification of Cherry Bekaert LLP as auditor for 2026, (3) advisory approval of executive compensation, and (4) approval of the Seventh Amended and Restated 2013 Incentive Compensation Plan.

• Board recommends FOR all proposals; cumulative voting is not allowed.

• Shareholder proposals for the 2027 meeting must be received by December 11, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Board size set at seven for the coming year; all directors stand for annual election.

• Nominees include Joseph M. Burnett, R. John Fletcher, Lynnette C. Fallon, B. Kristine Johnson, Matthew B. Klein, Linda M. Liau, and Timothy T. Richards.

• Board committees: Audit, Compensation, and Corporate Governance/Nominating, each with defined charters and independence standards.

• Stock ownership guidelines require CEO to own shares equal to 500% of base salary; other officers and directors have similar requirements.

• Board held five meetings in 2025; all nominees attended at least 75% of meetings.