ClearPoint Neuro, Inc.
For the period ended Apr 10, 2026. Filed Apr 10, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 10, 2026 · Filed Apr 10, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrantx
Filed by a Party other than the Registranto
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material Pursuant to Rule 14a-12 |
CLEARPOINT NEURO, INC.
(Name of Registrant as Specified in Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
|---|---|
| o | Fee paid previously with preliminary materials: |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of ClearPoint Neuro, Inc. to be held on Wednesday, May 20, 2026 at 10:00 a.m., Pacific Time. The meeting will be held in a virtual-only meeting format. You can attend the meeting by visiting https://www.cstproxy.com/clearpointneuro/2026. Additional information on how to attend the meeting is in the accompanying proxy statement.
As described in more detail in the accompanying proxy statement, the meeting is being held for the following purposes: (1) to elect seven directors; (2) to ratify the selection of Cherry Bekaert LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; (3) to cast an advisory (non-binding) vote to approve the compensation of our named executive officers; and (4) to approve the ClearPoint Neuro, Inc. Seventh Amended and Restated 2013 Incentive Compensation Plan. Our board of directors recommends that you vote FOR the election of the seven directors named in the accompanying proxy statement and FOR each of the other proposals.
Thank you for your continued support. Your vote is important. We encourage you to vote your proxy in advance of the meeting, even if you plan to attend, to ensure that your shares are represented. Please take the time to read the accompanying proxy statement and vote your proxy.
Very truly yours,
Joseph M. Burnett
Chief Executive Officer and President
Your Vote Is Important. It is important that your shares be represented and voted at the meeting, regardless of the number of shares you own. You are urged to submit your proxy electronically via the Internet as instructed in the accompanying materials. If you attend the meeting, you may, of course, revoke your proxy should you wish to vote at the meeting.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 20, 2026
Dear Stockholder:
The regular Annual Meeting of Stockholders of ClearPoint Neuro, Inc. will be held on Wednesday, May 20, 2026 at 10:00 a.m., Pacific Time. The meeting will be held in a virtual-only meeting format. Information on how to attend the meeting is in the accompanying proxy statement. The meeting will be held for the following purposes:
Election of our Directors. To elect the seven directors named in the accompanying proxy statement to serve until the next annual meeting of stockholders;
Ratification of the Auditors. To ratify the selection of Cherry Bekaert LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;
Advisory Approval of Executive Compensation. To cast an advisory (non-binding) vote to approve the compensation of our named executive officers;
Approval of our Seventh Amended and Restated 2013 Incentive Compensation Plan. To approve the ClearPoint Neuro, Inc. Seventh Amended and Restated 2013 Incentive Compensation Plan; and
Other Business. To transact such other business as may properly come before the meeting.
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE DIRECTOR NOMINEES NAMED IN THE ACCOMPANYING PROXY STATEMENT AND “FOR” PROPOSALS 2, 3, AND 4.
Only those stockholders of record at the close of business on March 23, 2026 are entitled to notice of, and to vote at, the meeting. As described in more detail in the accompanying proxy statement, you will need the control number included on your Notice of Internet Availability, your proxy card, or on the instructions that accompanied your proxy materials to attend and vote at the meeting. If your shares are held in “street name,” you should contact your bank, broker, or other organization that holds your shares to obtain your control number.
By Order of the Board of Directors,
Ellisa Cholapranee
General Counsel and Secretary
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 20, 2026. The accompanying proxy statement and the ClearPoint Neuro, Inc. Annual Report to Stockholders for the fiscal year ended December 31, 2025 are available at https://www.cstproxy.com/clearpointneuro/2026.
Table of Contents
| Page No. | |
|---|---|
| GENERAL INFORMATION | 1 |
| VOTING MATTERS | 2 |
| PROPOSAL NO. 1 ELECTION OF DIRECTORS | 6 |
| GOVERNANCE OF THE COMPANY | 9 |
| DIRECTOR COMPENSATION | 14 |
| PROPOSAL NO. 2 RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 16 |
| PROPOSAL NO. 3 ADVISORY (NON-BINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION | 18 |
| PROPOSAL NO. 4 APPROVAL OF THE SEVENTH AMENDED AND RESTATED 2013 INCENTIVE COMPENSATION PLAN | 19 |
| EXECUTIVE OFFICERS | 26 |
| EXECUTIVE COMPENSATION | 27 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 35 |
| EQUITY COMPENSATION PLAN INFORMATION | 36 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 37 |
| STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS | 40 |
| OTHER BUSINESS | 41 |
| APPENDIX A | A-1 |
PROXY STATEMENT
FOR 2026 ANNUAL MEETING OF STOCKHOLDERS
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.