CSP (CSPI) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting is scheduled for February 4, 2025, in Deerfield Beach, Florida, with voting on director elections, executive compensation, a new stock incentive plan, and auditor ratification.

• Shareholders can vote via internet, phone, mail, or in person, with a record date of December 20, 2024, and 9,882,613 shares eligible to vote.

• Proxy materials, including the 2024 Annual Report, are available online, and preliminary/final voting results will be disclosed at the meeting and via SEC filings.

Voting matters and shareholder proposals

• Proposals include electing five directors, an advisory vote on executive compensation, approval of the 2025 Stock Incentive Plan, and ratification of RSM US, LLP as independent auditors.

• The Board unanimously recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by November 6, 2025, following specific by-law procedures.

Board of directors and corporate governance

• Five nominees for director are recommended, with two current members not seeking re-election.

• Board leadership will include a Chairman (CEO) and an Executive Chairman (independent director) to enhance oversight.

• All directors attended 2024 meetings; independent directors meet in executive session at each board meeting.

• The Nominating Committee considers diversity and qualifications, with a policy requiring directors to resign at age 75, waivable by the Board.