ClearPoint Neuro Inc

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:

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):

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of ClearPoint Neuro, Inc. to be held on Wednesday, May 15, 2024 at 10:00 a.m., Pacific Time. Our Annual Meeting will be held virtually via the Internet at https://www.cstproxy.com/clearpointneuro/2024, with no physical, in-person meeting. For more information on how to access and attend this year’s virtual Annual Meeting, please refer to the General Information section beginning on page 1 in the enclosed Proxy Statement.

At this year’s Annual Meeting, the agenda includes: (1) the election of the eight directors named in the accompanying Proxy Statement; (2) a proposal to ratify the appointment of our independent registered public accounting firm; (3) a proposal to approve the compensation of our named executive officers; and (4) a proposal to approve our Fifth Amended and Restated 2013 Incentive Compensation Plan. The Board of Directors recommends that you vote FOR the election of the eight directors named in the accompanying Proxy Statement, FOR the ratification of the appointment of our independent registered public accounting firm, FOR the compensation of our named executive officers, and FOR our Fifth Amended and Restated 2013 Incentive Compensation Plan. Executive officers of the company will be present at the Annual Meeting to answer any appropriate questions you may have.

It is important that your shares be represented and voted at the Annual Meeting, regardless of the size of your holdings. Accordingly, you are urged to submit your proxy electronically via the Internet as instructed in these materials. If you attend the Annual Meeting, you may, of course, withdraw your proxy should you wish to vote at the Annual Meeting. Your vote is very important. We urge you to vote your proxy as soon as possible.

We look forward to seeing you at the Annual Meeting.

Very truly yours,

Joseph M. Burnett

Chief Executive Officer and President

Your Vote Is ImportantYou are urged to vote electronically via the Internet as instructed in these materials.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 15, 2024

Dear Stockholder:

The regular Annual Meeting of Stockholders of ClearPoint Neuro, Inc. will be held on Wednesday, May 15, 2024 at 10:00 a.m., Pacific Time. Our Annual Meeting will be held virtually via the Internet at https://www.cstproxy.com/clearpointneuro/2024, with no physical, in-person meeting. For more information on how to access and attend the Annual Meeting, please refer to the General Information section beginning on page 1 in the Proxy Statement. The Annual Meeting will be held for the following purposes:

1. Election of our Directors. To elect the eight directors named herein to serve until the 2025 Annual Meeting of Stockholders;

2. 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, 2024;

3. Advisory Approval of Executive Compensation. To cast an advisory (non-binding) vote to approve the compensation of our named executive officers;

4. Approval of our Fifth Amended and Restated 2013 Incentive Compensation Plan. To approve our Fifth Amended and Restated 2013 Incentive Compensation Plan; and

5. Other Business. To transact such other business as may properly come before the Annual Meeting or any adjournment of the meeting.

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE PROPOSALS.

Only those stockholders of record at the close of business on March 18, 2024 are entitled to notice of, and to vote at, the Annual Meeting and any adjournment thereof. On that day, 27,069,568 shares of common stock were outstanding. Each share entitles the holder to one vote.

Pursuant to rules adopted by the Securities and Exchange Commission, we are providing access to our proxy materials over the Internet. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials(the “Notice”), which contains instructions on how stockholders can access those documents over the Internet and vote their shares. The Notice also contains instructions on how stockholders can receive a paper copy of our proxy materials, including this Proxy Statement, our 2023 Annual Report, and a Proxy Card. We believe this process will expedite stockholders’ receipt of proxy materials, lower the costs of our 2024 Annual Meeting of Stockholders and conserve natural resources.

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 15, 2024:The Company’s Proxy Statement and Annual Report to stockholders for the fiscal year ended December 31, 2023 are available at https://www.cstproxy.com/clearpointneuro/2024A Notice or the Proxy Statement, form of proxy and accompanying materials are first being sent to stockholders on or about April 5, 2024.

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