Nephros (NEPH) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 16, 2025, to be held virtually, allowing global participation and electronic voting.

• Record date for voting is April 22, 2025, with 10,600,350 shares outstanding and one vote per share.

• Proxy materials are available online, with options for electronic or paper delivery to reduce environmental impact.

Voting matters and shareholder proposals

• Three proposals: election of Lisa Nettis as director for a three-year term, ratification of Baker Tilly US, LLP as auditor, and advisory approval of executive compensation.

• Stockholders can vote online, by phone, mail, or during the virtual meeting; beneficial owners must obtain a proxy from their broker to vote live.

• Majority vote required for auditor ratification and advisory compensation approval; director elected by plurality.

• Stockholder proposals for the 2026 meeting must be submitted by December 31, 2025.

Board of directors and corporate governance

• Board consists of five directors divided into three classes, with annual elections for one class.

• Lisa Nettis nominated as Class II director; Alisa Lask retiring.

• Board committees: Audit, Compensation, and Governance, each with independent members and specific charters.

• All directors attended at least 75% of meetings in 2024; six board meetings and multiple committee meetings held.

• Code of Ethics and Insider Trading Policy in place; policies for equity award timing to avoid conflicts.