Ovid Therapeutics Inc

Our Board currently is composed of six directors. Our amended and restated certificate of incorporation provides for a classified Board consisting of three classes of directors. Each class of directors has a three-year term. Class I consists of Ms. Duncan and Dr. Poole, Class II consists of Mr. Friedman and Dr. Fitzgerald and Class III consists of Drs. Bernstein and Levin. Vacancies on our Board may be filled only by persons elected by a majority of the remaining directors. A director elected by our Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified.

There are two Class I directors whose term of office expires in 2024, Ms. Duncan and Dr. Poole. Upon the recommendation of the Nominating and Corporate Governance committee, our Board has nominated Ms. Duncan and Dr. Poole for election as director at the Annual Meeting. The biographies below under “Nominees” include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director nominee that led the Nominating and Corporate Governance Committee to believe that such nominee should continue to serve on the Board. Ms. Duncan and Dr. Poole are currently directors of the Company and were previously elected to our Board by our stockholders. If you elect Ms. Duncan and Dr. Poole, they will hold office until the annual meeting of stockholders in 2027 and until their respective successors have been duly elected and qualified, or, if sooner, until their deaths, resignation or removal. All nominees have consented to being named in this proxy statement and to serve if elected. The Board has no reason to believe that the nominees would prove unable to serve if elected. There are no arrangements or understandings between us and any director, or the nominees for directorship, pursuant to which such person was selected as a director or nominee. Proxies cannot be voted for a greater number of persons than the number of nominees named in this proposal.

It is our policy to encourage, but not require, directors and nominees for director to attend the Annual Meeting. Three members of the Board attended the 2023 annual meeting of the stockholders. We anticipate that a majority of the members of the Board will attend the virtual Annual Meeting.