Neuronetics (STIM) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 28, 2026, to be held virtually, with four key proposals up for shareholder vote, including director elections, auditor ratification, executive compensation advisory, and approval of a new equity incentive plan.

• Only shareholders of record as of March 30, 2026, are eligible to vote; voting can be done online, by phone, mail, or during the meeting.

• Proxy materials, including the annual report and proxy statement, are available online for review.

Voting matters and shareholder proposals

• Proposal 1: Election of seven directors, all current members, to serve until the next annual meeting.

• Proposal 2: Ratification of KPMG LLP as independent registered public accounting firm for 2026.

• Proposal 3: Advisory (non-binding) vote on executive compensation (Say on Pay).

• Proposal 4: Approval of the 2026 Equity Incentive Plan, replacing the 2018 plan for future grants.

• Board recommends voting “For” all proposals.

Board of directors and corporate governance

• Board consists of seven members, with a majority deemed independent under Nasdaq rules.

• Board leadership is separated, with an independent Chair distinct from the CEO.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, all composed of independent directors.

• Board diversity matrix shows representation across gender and ethnic backgrounds.

• Stockholder communications and director nomination procedures are established.