COMPASS Pathways (CMPS) Proxy filing summary

Executive summary

• The 2026 Annual General Meeting (AGM) will be held on May 27, 2026, in London, with proxy materials distributed to shareholders and ADS holders as of April 6, 2026.

• Shareholders are encouraged to vote on ten ordinary resolutions, including director elections, auditor appointments, remuneration reports, and executive compensation.

• The Board unanimously recommends voting in favor of all resolutions, viewing them as aligned with the company's best interests.

Voting matters and shareholder proposals

• Resolutions include re-election/election of four directors, re-appointment and ratification of PricewaterhouseCoopers LLP as auditors, authorization of auditor remuneration, receipt of annual accounts, and advisory votes on remuneration and executive compensation.

• All resolutions require a simple majority; advisory votes on remuneration and compensation are non-binding but will be considered by the Board.

• Shareholders may submit proposals for future meetings and have rights to call general meetings under UK law.

Board of directors and corporate governance

• The Board is divided into three classes with staggered terms; current nominees include Justin Gover, Daphne Karydas, Kathleen Tregoning, and Jeffrey Jonas.

• Board committees include Audit and Risk, Compensation and Leadership Development, Nominating and Corporate Governance, and Scientific Committees, all composed of independent directors.

• The Board separates the roles of Chair and CEO and conducts annual self-evaluations.

• Shareholder communications and director nomination processes are formalized.