Nephros (NEPH) Proxy filing summary

Executive summary

• Virtual annual meeting scheduled for November 25, 2026 at 11:00 a.m. ET; September 30, 2026 record date and 10,870,004 common shares outstanding.

• Agenda: elect two directors, ratify Baker Tilly US, LLP, hold an advisory say-on-pay vote, and recommend the frequency of future say-on-pay votes.

Voting matters and shareholder proposals

• Robert Banks and Joseph Harris are nominated for three-year terms expiring in 2029; the Board recommends voting FOR both nominees.

• The Board recommends FOR Baker Tilly’s appointment for FY 2026 and FOR advisory approval of named executive officer compensation.

• The Board recommends annual say-on-pay votes; the frequency receiving the most votes will guide future frequency decisions but is non-binding.

• Stockholder proposals for the next annual meeting and notices for proxy solicitation of alternative director nominees are due by October 22, 2026.

Board of directors and corporate governance

• The Board has five directors in three staggered classes; Banks and Harris are Class III nominees.

• Four directors—Amron, Harris, Nettis, and Spandow—were determined independent; CEO Banks is not independent.

• The Board held six meetings in 2025 and acted by unanimous written consent four times; all directors attended at least 75% of applicable Board and committee meetings.

• Audit, Compensation, and Governance committees oversee financial reporting, executive pay and succession, and Board nominations and governance, respectively.