NeuroPace (NPCE) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 5, 2026, to be held virtually, with voting on director elections and auditor ratification.

• Only stockholders of record as of April 9, 2026, are entitled to vote; 33,950,449 shares outstanding.

• Proxy materials are available online, with options to vote by internet, phone, mail, or during the meeting.

Voting matters and shareholder proposals

• Two Class II directors, Lisa Andrade and Scott Huennekens, are nominated for election to serve until 2029.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year ending December 31, 2026.

• Board recommends voting FOR both director nominees and auditor ratification.

• Shareholder proposals for the 2027 meeting must be submitted by December 22, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of eight members divided into three classes with staggered three-year terms.

• Majority of directors are independent per Nasdaq standards; CEO is not independent.

• Chairperson and CEO roles are separated; Frank Fischer is non-executive Chair.

• Board met seven times in 2025; all members attended at least 75% of meetings.

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance, each with independent chairs.