🧾 What This Document Is

This is a definitive proxy statement (DEF 14A) for ClearPoint Neuro, Inc. It's the official invitation and information packet for the company's 2026 Annual Meeting of Stockholders. The purpose is to give shareholders the details they need to vote on important company matters.

👉 The Big Picture: You're receiving this so you can vote on electing the board of directors, approving the company's auditor, and other key decisions. Think of it as the company's annual shareholder report card and ballot.

🏢 What The Company Does

👉 In simple terms… ClearPoint Neuro develops and sells tools and therapies that help brain surgeons operate with extreme precision, especially for conditions like Parkinson's disease, epilepsy, and brain tumors. They are like a GPS and navigation system for the brain.

• Business Model: They make money by selling medical devices (like their ClearPoint system) and related therapy products to hospitals. It's a specialized, high-tech field in the medical device industry.

📅 The Meeting Details

The virtual-only annual meeting will be held on Wednesday, May 20, 2026, at 10:00 a.m. Pacific Time. You can attend online at: https://www.cstproxy.com/clearpointneuro/2026.

• Record Date: To vote, you must have owned shares by March 23, 2026.
• Quorum Needed: For the meeting to be valid, a majority of shares must be represented.

🗳️ What You're Voting On

The Board recommends you vote "FOR" all proposals.

1. Proposal 1: Elect 7 Directors (plurality vote wins).
2. Proposal 2: Ratify Cherry Bekaert LLP as the auditor for 2026.
3. Proposal 3: Advisory vote on executive compensation (non-binding "say on pay").
4. Proposal 4: Approve the Seventh Amended and Restated 2013 Incentive Compensation Plan (this is the company's main stock award plan for employees and directors).

👉 Why it matters: Proposals 1, 3, and 4 are "non-routine." If you don't vote, your broker cannot vote for you on these. Proposal 2 is "routine," meaning your broker may vote on it even without your instructions.

👥 Meet the Director Nominees

The board recommends these seven individuals for election, each serving until 2027:

• Joseph M. Burnett (49) - CEO and President of ClearPoint since 2017. Former Philips executive.
• R. John Fletcher (80) - Chairman of the Board since 2017. Founder of consulting firm Fletcher Spaght.
• Lynnette C. Fallon (66) - Director since 2021. Former executive at Axcelis Technologies.
• B. Kristine Johnson (74) - Director since 2019. Former venture capitalist at Affinity Capital, former Medtronic executive.
• Matthew B. Klein (54) - Director since 2020. CEO of PTC Therapeutics.
• Linda M. Liau (59) - Director since 2021. Neurosurgery Professor and Chair at UCLA.
• Timothy T. Richards (68) - Director since 2014. Chief Business Officer at Jana Care.

👉 Note: Incumbent director Pascal E.R. Girin declined re-election and will leave the board at the meeting.

💼 Executive Compensation (The "Pay" Report)

This section details how much the top executives were paid.

2025 Pay for Top Executives (Named Executive Officers):

• Joseph Burnett (CEO): Total $2,814,944 (Salary: $584k, Bonus: $414k, Stock Awards: $1.8M)
• Danilo D'Alessandro (CFO): Total $1,254,353 (Salary: $386k, Bonus: $152k, Stock Awards: $700k)
• Jeremy Stigall (CBO): Total $1,122,803 (Salary: $365k, Bonus: $144k, Stock Awards: $600k)

Why the Bonuses Were Lower: The bonus plan was based on 2025 revenue and cash burn targets. The company missed these financial targets. However, the Compensation Committee exercised its discretion to pay a bonus at 78% of target (instead of the formulaic 55%), citing overall performance and progress on strategic initiatives.

2026 Pay Changes:

• Salaries Increased: Burnett to $676k, D'Alessandro to $450k, Stigall to $415k.
• CEO Target Bonus % Lowered: Burnett's target bonus was reduced from 90% to 75% of his base salary.

New 2026 Stock Awards (Granted Feb 17, 2026):

• Joseph Burnett: RSUs worth $2,000,000 (147,275 shares).
• Danilo D'Alessandro: RSUs worth $900,000.
• Jeremy Stigall: RSUs worth (amount not shown in provided text, but grant was made).

🔮 What's Next & Strategic Direction

Beyond voting, the proxy reveals the company's focus:

• Growth Positioning: The board acknowledged 2025 financials were below target but highlighted "meaningful progress in positioning the business for future growth."
• Equity Plan Renewal (Proposal 4): Approval of the updated stock plan is crucial for retaining and incentivizing employees with equity, a key tool for a growth-stage medical device company.
• Governance: The board structure is stable, with a separation of Chairman and CEO roles. They have formal risk oversight through board committees.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Experienced Board: Deep expertise in neurosurgery, medical devices, finance, and biotech (e.g., Dr. Liau from UCLA, Dr. Klein from PTC).
• Strategic Focus: Leadership team has deep industry roots (many from Philips/Volcano).
• Clear Governance: Established committee charters, codes of ethics, and stock ownership guidelines for executives.

⚠️ Risks & Considerations:

• Financial Performance Miss: The company did not hit its 2025 revenue or cash burn targets, which impacted executive bonuses.
• High Dependency on Key Personnel: The success of a specialized company like ClearPoint is closely tied to its CEO and technical/clinical leadership.
• Approvals Needed: Failure to pass Proposal 4 (the stock plan) could hamper the company's ability to attract and retain talent.

🧠 The Analogy

ClearPoint's annual meeting is like a high-stakes parent-teacher conference for its shareholders. The teachers (the Board & management) present a detailed report card (the proxy) on the student's (the Company's) performance over the past year, propose new rules and rewards plans, and ask the parents (shareholders) to vote on the next year's plans and confirm who should stay in charge.

🧩 Final Takeaway

Shareholders are being asked to re-approve the company's leadership team and its main tool for rewarding employees, all while the company navigates a year of missed financial targets but claims strategic progress. The strong board expertise in neurology is a clear asset, but investors must weigh that against recent financial performance.