📜 What This Document Is 📄

This document is a Definitive Proxy Statement for the 2026 Annual Meeting of Stockholders. Think of it as a comprehensive playbook, designed to explain exactly how the company is governed and asking shareholders for their votes. It outlines the annual meeting logistics, who should run the company, and how the leaders are compensated.

👉 Why it matters: Since this meeting asks for votes on crucial governance items (like approving the auditor), reviewing this statement helps shareholders understand the company's internal management, its financial controls, and the power structure.

🏢 What CVRx Does and How It’s Managed ⚕️

CVRx, Inc. is a Delaware corporation. While the filing doesn't detail its specific products, it clearly establishes that the company operates within the highly regulated healthcare space, focusing on medical technology and cardiac health management. The company relies on a robust, committee-driven board structure to oversee its business operations and mitigate risks.

👉 Why it matters: The fact that the Board of Directors is highly segmented into specialized committees (Audit, Compensation, Nominating) shows they are adopting a best-practice, layered approach to governance, where different risks are overseen by dedicated groups.

🗓️ Meeting Logistics & Voting Details 📅

The Annual Meeting is scheduled for Monday, June 1, 2026, and will be held only in a virtual format. Shareholders need to act quickly to ensure their voice is counted, whether they plan to attend or not.

• Record Date: Only stockholders of record at the close of business on April 6, 2026, are entitled to vote.
• Voting Method: Shareholders can attend and vote virtually, or they can submit their vote in advance via proxy card, telephone, or internet.
• Quorum Requirement: To hold a valid meeting, a quorum must be present, which requires at least the holders of 13,215,458 shares (a majority of the 26,430,915 shares outstanding) to be represented by proxy or in person.

👉 Key Action: CVRx strongly urges all stockholders to vote their shares promptly via proxy to guarantee the presence of a quorum and save the company the expense of further solicitation.

🧑‍⚖️ Board Governance and Oversight Structure ⚙️

The Board of Directors is responsible for setting overall company policies and overseeing management. The structure is designed to provide rigorous checks and balances, dividing responsibilities into three separate classes of directors.

• Committee Structure: The Board relies on three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee.
• Risk Oversight: The Board has an active role in overseeing general risks, including credit risks, liquidity risks, and operational risks. Each committee is specifically responsible for overseeing different areas of risk (e.g., the Audit Committee watches accounting risks).

👉 What it means: The division of labor among specialized committees demonstrates a commitment to robust corporate governance, ensuring that no single risk area is overlooked or overseen by a single individual.

🗳️ Election of Directors (Proposal No. 1) 🗳️

The company is proposing to elect three nominees for Class II directors to serve until the 2029 annual meeting. The Board of Directors recommends voting "For" the election of all three nominees.

• Nominees for Election: Michael Dale, Kevin Hykes, and Joseph Slattery.
• Board Recommendations: The board recommends voting "For" these nominees and offers the option to "Withhold" a vote for any nominee.
• Class Structure: The Board is structured into three classes of directors (I, II, and III) serving staggered three-year terms. This staggered system means only one class is elected each year.

👉 Takeaway: By proposing the election of a specific class (Class II), the Board is making a formal request for shareholder approval to maintain its current governance structure.

💰 Audit Firm Ratification (Proposal No. 2) 📑

The Board is asking shareholders to ratify the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026.

• Firm Details: Grant Thornton has been the company’s independent registered public accounting firm since 2016.
• Fees: The total audit fees for Grant Thornton increased from $292,280 in 2024 to $333,760 in 2025.
• Why it Matters: Although law does not strictly require shareholder ratification, the Board submits this for "good corporate practice." If shareholders fail to ratify the appointment, the Audit Committee reserves the right to reconsider the firm.

👉 Bottom Line: This is a routine but critical vote confirming the firm that will audit the company's books for the next year.

🧑‍💼 Executive Management Team & Careers 🧑‍🔬

The leadership structure includes both a CEO and several senior executive officers, each with a specialized background. The officers report to the Board and are critical to the day-to-day execution of the company’s strategy.

• CEO: Kevin Hykes (60 years old, President and Chief Executive Officer).
• CMO: Dr. Philip Adamson (66 years old, Chief Medical Officer). Note: Dr. Adamson has a background spanning stints at Abbott Laboratories, St. Jude Medical, and the University of Oklahoma.
• COO: Brent Binkowski (57 years old, Chief Operating Officer).
• CRO: Robert John (53 years old, Chief Revenue Officer).
• CFO: Jared Oasheim (43 years old, Chief Financial Officer).
• CSMO: Paul Verrastro (34+ years of experience, Chief Marketing and Strategy Officer).

👉 Insight: The detailed biographies show the executives bring deep, specific experience in the heart failure and cardiac rhythm management space, which provides domain expertise vital to the company's mission.

💲 Executive Compensation & Rewards 📈

The compensation program for Non-Employee Directors (NEDs) and Named Executive Officers (NEOs) is complex, combining salary, bonuses, and equity awards (stock options/RSUs). The Board’s compensation recommendations are reviewed annually by the Compensation Committee.

• NED Compensation: Non-employee directors receive a mix of annual cash retainers and stock options. In 2025, due to stock price volatility, the Board capped the annual stock option grant at 0.075% of common stock, which reduced the grant date value to $105,492 per director.
• NEO Total Compensation (2025): The combined total compensation for all three NEOs reached $7,822,980.
  • Kevin Hykes (CEO): Total compensation was $1,516,896 (from a high of $3,905,801 in 2024), comprising $660,533 salary and $165,276 in stock awards.
  • Robert John (CRO): Total compensation was $1,762,384.
  • Philip Adamson (CMO): Total compensation was $1,361,143.
• Incentive Performance: The 2025 annual cash incentive award for Kevin Hykes was $444,492, representing 84% of his target goal, which was based on achieving company and individual revenue/operational targets.

👉 Why it matters: The reliance on stock options and RSUs means that executive pay is heavily tied to the company's performance and the stock price, aligning management interests directly with shareholder returns.

👑 Stock Ownership by Major Investors 🏦

The proxy statement reveals who holds the company's stock on the Record Date (April 6, 2026). Ownership is reported by major institutional investors, the directors, and the NEOs.

• Largest Holders: The largest beneficial owners are Johnson & Johnson, with 4,024,861 shares (15.2%), and New Enterprise Associates, with 2,026,083 shares (7.7%).
• Group Ownership: All current executive officers and directors as a group hold 4,644,887 shares, representing 16.6% of the total outstanding stock.
• Director Holdings: Mudit Jain holds a significant position of 1,083,280 shares, representing 4.1% of the common stock.

👉 Signal: The concentration of ownership, particularly among major institutional investors like Johnson & Johnson, indicates that large corporate interests have a strong financial stake in the company's outcome.

🛡️ Policies and Compliance Rules 🔐

CVRx operates under several formal policies designed to protect the company and its shareholders. These include strict rules regarding trading stock and maintaining ethical business practices.

• Code of Business Conduct and Ethics: This code applies to all employees, officers, and directors. The full text is available on the Investor Relations page.
• Insider Trading Policy: The Board strictly prohibits employees and directors from trading the stock when they possess material, non-public information (MNPI), or "tipping" that information to others.
• Trading Restrictions: The policy also prohibits speculative transactions, such as short-sales, put/call options, hedging, or pledging CVRx stock.

👉 Importance: These policies are essential defenses, telling the market that the company takes legal compliance and ethical behavior extremely seriously.

🧭 Future Proposals and Next Steps 🗓️

The filing outlines timelines for future shareholder activity, providing deadlines for other stockholders to submit proposals for future annual meetings.

• 2027 Annual Meeting Proposals (Rule 14a-8): Stockholders wishing to present proposals for the 2027 meeting must submit them to CVRx by December 21, 2026.
• 2027 Annual Meeting Nominations: For nominations or other business under the company's By-Laws, stockholders must submit notice no earlier than February 1, 2027 and no later than March 3, 2027.
• General Proposals: Directors and officers are required to send communications regarding the Board or directors to the Secretary at CVRx, Inc., 9201 West Broadway, Suite 650, Minneapolis, Minnesota 55445.

👉 For the Investor: These deadlines are crucial for activist investors or large shareholders who want to influence the company's direction in future years.

📥 Investor Relations and Support Contacts 📧

For all questions regarding the proxy materials or voting, shareholders should contact CVRx Investor Relations.

• Email: [email protected]
• Materials Access: The Proxy Statement and 2025 Annual Report are available at www.proxyvote.com.

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🧠 The Analogy

Think of the Proxy Statement like a massive annual yearbook for a large company. It doesn't tell you if the company is having a good year (that's the 10-K report for that), but it tells you who the senior cast members are, how much the principal actors get paid, which committee is in charge of keeping track of the money, and who you need to vote for to keep the show running smoothly next year.

🧩 Final Takeaway

The filing is a governance document designed to manage corporate continuity. It details not only the votes needed to elect the next board class and approve the auditor, but also the deep, performance-based compensation packages that tie the leadership's financial success directly to shareholder returns.