📜 What This Document Is 📰

This is a Proxy Statement (Form DEF 14A). Think of it as the company's official "Who's Who" book and rulebook, mailed out to all shareholders before an Annual Meeting. 📖 It doesn't contain operational financial results; instead, it details the corporate governance structure, the people who run the company, and what votes shareholders need to cast.

• Purpose: To inform stockholders about the proposals to be voted on at the Annual Meeting and to provide detailed information about the directors, officers, and internal policies.
• Timing: The Annual Meeting is scheduled for Friday, June 5, 2026, and will be held virtually.
• Action Items: Shareholders are urged to vote their shares by proxy or online to ensure their votes are counted, even if they plan to attend the meeting.

🏥 What NeuroPace Does ⚕️

NeuroPace, Inc. is a medical device company operating in the life sciences industry. 🧠 While the filing is highly focused on governance, it positions the company within the medical device space.

• Industry Focus: NeuroPace operates in the market of medical technology, specifically in the areas of device development and healthcare services.
• Operations: The company has its headquarters located at 455 N. Bernardo Avenue, Mountain View, California 94043.
• Scale: The company is governed by a Board of Directors responsible for overseeing its strategy and operations.

🗓️ Annual Meeting Logistics & Voting Proposals 📅

This section is the most important logistical guide. It tells shareholders exactly when, where, and how they must participate.

• Meeting Details:
  • Date: Friday, June 5, 2026.
  • Time: 10:30 a.m. Pacific time (Online check-in begins at 10:15 a.m. Pacific time).
  • Location: The meeting is entirely virtual, conducted via live webcast at www.virtualshareholdermeeting.com/NPCE2026.
  • Key Deadline: Only stockholders of record as of the Record Date of April 9, 2026, or their proxy holders, are entitled to vote.
• How to Vote (The Mechanics):
  • Stockholder of Record (Shares in your name): You can vote online, by proxy card, or by phone.
  • Beneficial Owner (Shares held by broker/bank): You must follow the specific instructions from your broker, bank, or other record holder.
  • Voting Guidance: To vote online before the meeting, the proxy vote must be received by 8:59 p.m. Pacific time on June 4, 2026.
• Voting Proposals: Shareholders will vote on two specific matters:
  1. Election of Directors: Electing Lisa Andrade and Scott Huennekens as Class II directors.
  2. Ratification of Independent Auditor: Ratifying the selection of PricewaterhouseCoopers LLP (PwC) as the company’s independent registered public accounting firm for the year ending December 31, 2026.

🗳️ Votes Required & Quorum ⚖️

The proxy statement clearly defines the voting thresholds needed for the company to function legally and maintain governance integrity.

• Proposal 1 (Directors): Approval requires a plurality of votes (the nominees who receive the most “For” votes).
• Proposal 2 (Auditor): Approval requires a majority of shares present virtually or represented by proxy and entitled to vote on the matter.
• Quorum Requirement: To hold a valid meeting, a quorum must be present. This requires stockholders holding at least a majority of the outstanding shares (16,975,225 shares) to be present virtually or represented by proxy.
  • ⚠️ Why this matters: If a quorum is not reached, the directors may be forced to adjourn the meeting.

👨‍💼 Board Leadership & Governance Structure 👑

The Board of Directors (BoD) is the ultimate decision-making body. The document details the BoD's governance structure, including committee responsibilities and key leadership separations.

• Board Composition: The BoD is divided into three classes, with members serving three-year terms.
• Leadership Separation: The Board recommends, and confirms, the separation of the CEO and Board Chair roles.
  • Chairman: Frank Fischer, an independent director, serves as the non-executive Chairperson.
  • CEO: Joel Becker serves as the President and Chief Executive Officer.
  • 👍 Why this matters: This separation of duties is considered a best practice in corporate governance, allowing the CEO to focus on operations while the independent Chair leads the Board in its oversight role.
• Oversight Responsibilities: The Board maintains oversight over major risks, including strategic, operational, financial, cybersecurity, and legal risks.
  • Committee Roles:
    • Audit Committee: Oversees financial reporting, internal controls, and the performance of the external auditor (PwC).
    • Compensation Committee: Oversees compensation strategies and policies for executive officers and directors.
    • Nominating and Corporate Governance Committee: Responsible for identifying and evaluating director candidates and recommending corporate governance guidelines.

⭐ Director Nominees & Qualifications 📋

The proxy details the qualifications of the candidates nominated to serve on the Board. This ensures shareholders understand the experience of the people making decisions.

• Class II Director Nominees:
  • Lisa Andrade (Age 54): Experienced in global medical device commercial activities and leadership. Her background includes serving as Chief Marketing Officer at St. Jude Medical and CEO at M33, LLC.
  • Scott Huennekens (Age 62): Highly experienced in the medical device industry, having served as CEO and Chairman of surgical robotics and catheter-based imaging companies.
• Key Continuing Directors:
  • Uri Geiger (Age 58): Brings extensive experience in the medical device industry, having founded Accelmed Partners and previously serving as CEO of Exalenz Bioscience.
  • Rakhi Kumar (Age 46): Offers deep expertise in biopharmaceutical accounting, having led financial operations and guided major transactions at Roivant Sciences Ltd.
  • Renee Ryan (Age 57): Has broad leadership experience in the medical device industry, including roles at Johnson & Johnson and founding a drug-delivery company.
  • Joel Becker (Age 58) & Frank Fischer (Age 84): Both directors have extensive, long-term experience in the global medical device industry and the company’s corporate history.
• Independence Check: The Board has affirmatively determined that Ms. Andrade, Mr. Fischer, Mr. Geiger, Ms. Kumar, Mr. Lacob, Ms. Ryan, and Mr. Huennekens are all considered "independent" directors under Nasdaq listing standards.

💰 Executive Compensation & Officers 📈

The filing lists the named executive officers (NEOs) and provides bios. While the full compensation data table is cut off, the structure highlights the importance of executive pay oversight.

• Key Officers:
  • Joel Becker: President, CEO, and Director (Age 58).
  • Patrick Williams: Chief Financial Officer (Age 53).
  • Martha Morrell, M.D.: Chief Medical Officer (Age 70).
• Compensation Oversight: The Compensation Committee is tasked with reviewing and recommending compensation strategies, including determining pay for the CEO and evaluating executive performance.
  • ⚠️ Why this matters: The committee assesses pay structures against industry standards and potential risks to ensure incentive alignment.

🧑‍⚖️ Independent Accounting Firm & Audit Oversight 🔍

The selection of the auditor is critical because it establishes trust in the financial numbers.

• Auditor Selection: The Audit Committee has selected PricewaterhouseCoopers LLP (PwC) as the independent registered public accounting firm.
• Ratification Request: Although company bylaws do not require shareholder vote, the Audit Committee asks for ratification as a matter of good corporate practice.
• Audit Fees: The aggregate fees billed to the company for PwC were:
  • Year Ended Dec 31, 2025: $1,067,000
  • Year Ended Dec 31, 2024: $1,134,500
  • (Note: The fees show a slight decrease from 2024 to 2025.)
• Audit Committee Report: The committee has reviewed the 2025 financial statements and recommended that they be included in the Annual Report on Form 10-K.

🧑‍💼 Major Shareholders & Ownership 💰

This table reveals who holds large chunks of the company's stock. Institutional investors and significant beneficial owners are listed here.

• Key Institutional Holders (Owners > 5%):
  • Entities Affiliated with Accelmed Partners II LP: 13.1% ownership (4,432,948 shares).
  • Entities Affiliated with Soleus Private Equity Fund I, L.P.: 8.7% ownership (2,948,828 shares).
  • Polar Capital Partners: 8.5% ownership (2,878,523 shares).
  • Entities Affiliated with OrbiMed Private Investments VI, LP: 7.1% ownership (2,406,335 shares).
  • Morgan Stanley: 7.3% ownership (2,489,391 shares).
• Director Group Ownership: All directors and current executive officers together hold 19.2% of the common stock (6,715,246 shares).

📜 Corporate Policies & Guidelines ✅

The company must adhere to strict governance rules. This section details the key policies in place to protect the company and the shareholders.

• Code of Business Conduct and Ethics: The company requires all officers, directors, and employees to adhere to this code, which is available on their investor relations website.
• Insider Trading Policy: This policy strictly governs the trading of company securities by insiders (directors, officers, etc.) to ensure compliance with law and prevent improper transactions.
  • 🛑 Prohibition: The policy prohibits engaging in speculative transactions like short sales, options trades, or margin accounts using company stock.
• Corporate Governance Guidelines: These guidelines set the standards for board composition, committee operations, and evaluation processes, ensuring the Board operates independently of management.

📞 Investor Resources & Contacts 🌐

If shareholders need to vote, get help, or ask questions, the proxy provides specific resources.

• Stock Administration: For questions regarding the control number, contact [email protected].
• Corporate Address: NeuroPace, Inc. is located at 455 N. Bernardo Avenue, Mountain View, California 94043.
• Annual Meeting Website: Voting and viewing the webcast occur at www.virtualshareholdermeeting.com/NPCE2026.
• Technical Support: Technical assistance for the meeting is available via the number posted on the meeting website.

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🧠 The Analogy 🛶

A Proxy Statement is like receiving a detailed instruction manual and a voter pamphlet before a major town hall meeting. It doesn't contain the daily chat (the earnings report), but it contains the rules of the meeting, who has the authority to run the show (the Board), and exactly what topics the town hall council will vote on (director election and auditor approval). You read it to know how to cast your vote properly.

🧩 Final Takeaway 🚀

This proxy statement is purely a governance document, signaling that NeuroPace is maintaining high standards of corporate oversight. Investors should focus on the election of new directors and the stability of the leadership (CEO, Chair, Committee Chairs) as key signals of corporate health.