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Companies TENAX THERAPEUTICS, INC.

TENAX THERAPEUTICS (TENX): executive pay, fiscal 2025

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CEO total pay$8,079,633CEO Christopher Giordano · source
Say-on-pay support98.77%Latest vote · source

CEO pay, last three years

  • $644,770FY2023
  • $7,403,591FY2024
  • $8,079,633FY2025

CEO total pay was $8,079,633 in fiscal 2025, up from $7,403,591 in fiscal 2024.

FY2025: salary $563,734 · bonus $0 · stock awards $0 · option awards $7,266,000

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Executives and directors

Full detail

Every table from the filing. Open any section.

Summary compensation table
Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Christopher Giordano$563,734$0$0$7,266,000$204,375$0$45,524$8,079,633
President and Chief Executive Officer
Stuart Rich322,724003,242,750157,50009,9933,732,967
Chief Medical Officer
Thomas McGauley000000475,498475,498
Interim Chief Financial Officer

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Christopher Giordano$8,079,633$7,403,591$644,770↑ +676,042
Stuart Rich3,732,9673,138,044481,223↑ +594,923
Thomas McGauley475,498———

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

Incentive-plan design — the Compensation Discussion & Analysis

Compensation is provided through a mix of base salary, annual cash bonus based on achievement of predetermined operational goals, and long-term equity compensation in the form of options.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultantAnderson Pay Advisors
Clawback policytrue
Anti-hedgingfalse
Anti-pledgingfalse
Equity grants and outstanding awards

No plan-based awards are on file for this fiscal year.

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Stuart RichOption625,0005.89—
Christopher GiordanoOption1,400,0005.89—
Director compensation
DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Gerald T. ProehlIndependent · Board Chair · Nominating/Governance · Compensation$88,500$0$395,200—$0$483,700
Robyn M. HunterIndependent · Audit · Compensation65,0000395,200—0460,200
June AlmenoffIndependent · Nominating/Governance · Audit59,5000395,200—0454,700
Michael DavidsonIndependent · Audit · Compensation57,5000395,200—0452,700
Declan DooganIndependent · Nominating/Governance48,5000395,200—0443,700
Stuart RichEmployee director—————0
Christopher T. GiordanoEmployee director—————0

Board fee structure and ownership guideline

Annual cash retainer$45,000
Annual equity retainer—
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)15,000 / 10,000 / 7,000
Stock ownership guideline—

Total cost of the board

ComponentFY2025
Cash retainers and fees$319,000
Equity awards (grant-date value)$0
All other compensation$0
Total cost of the board$319,000

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

Peer group, and who names TENAX THERAPEUTICS as a peer

Companies that benchmark against TENX

No companies currently name TENX as a compensation peer in their most recent disclosure.

This is the complete answer, not a partial one — the list is never padded.

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1TENAX THERAPEUTICS, INC.2025Christopher Giordano$563,734$0$7,266,000$204,375$8,079,633

Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

Say-on-pay history and pay ratio
Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20252025-06-112,435,04330,28420,72298.77%Passed
20222022-06-0913,901,2721,123,419120,75491.79%Passed
20192019-06-133,242,063386,6111589.35%Passed
20172017-06-143,958,457232,71066,21894.45%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.

Say-on-pay — history, company’s computation

Meeting yearMeeting dateApproval — company’s computation
20252025-06-1198.77%a
20222022-06-0991.79%b
20192019-06-1389.35%c

a. Voting standard not stated in the filing.

b. Approved under the standard stated in the filing — “Abstentions will have the same effect as a vote against this proposal and broker non-votes will have no effect on the outcome of this Proposal 4.”.

c. Voting standard not stated in the filing.

Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

Insider trades since the proxy

No insider equity transactions reported since the proxy statement.

Sources (16 citations)

Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.

  • Section 01, Christopher Giordano. DEF 14A, filed 2026-04-22. Section “Executive Compensation”. As printed: 8,079,633. View filing ↗
  • Section 01, Stuart Rich. DEF 14A, filed 2026-04-22. Section “Executive Compensation”. As printed: 3,732,967. View filing ↗
  • Section 01, Thomas McGauley. DEF 14A, filed 2026-04-22. Section “Executive Compensation”. As printed: 475,498. View filing ↗
  • Section 08, Gerald T. Proehl. DEF 14A, filed 2026-04-22. Section “Director Compensation”. As printed: 483,700. View filing ↗
  • Section 08, Robyn M. Hunter. DEF 14A, filed 2026-04-22. Section “Director Compensation”. As printed: 460,200. View filing ↗
  • Section 08, June Almenoff. DEF 14A, filed 2026-04-22. Section “Director Compensation”. As printed: 454,700. View filing ↗
  • Section 08, Michael Davidson. DEF 14A, filed 2026-04-22. Section “Director Compensation”. As printed: 452,700. View filing ↗
  • Section 08, Declan Doogan. DEF 14A, filed 2026-04-22. Section “Director Compensation”. As printed: 443,700. View filing ↗
  • Section 08, Stuart Rich. DEF 14A, filed 2026-04-22. Section “Director Compensation”. As printed: 0. View filing ↗
  • Section 08, Christopher T. Giordano. DEF 14A, filed 2026-04-22. Section “Director Compensation”. As printed: 0. View filing ↗
  • Section 06, 2025 vote. Form 8-K, filed 2025-06-17. Item 5.07 · say-on-pay result. As reported: 98.77% (votes for as printed: 2,435,043). View filing ↗
  • Section 06, 2022 vote. Form 8-K, filed 2022-06-10. Item 5.07 · say-on-pay result. As reported: 91.79% (votes for as printed: 13,901,272). View filing ↗
  • Section 06, 2019 vote. Form 8-K, filed 2019-06-14. Item 5.07 · say-on-pay result. As reported: 89.35% (votes for as printed: 3,242,063). View filing ↗
  • Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
  • Section 09b board cost (computed). Computed. Cash 319,000 + equity 0 + all other 0 = 319,000, summed across the director compensation table rows.
  • TENAX THERAPEUTICS, INC. (subject), Section 10b CEO total. DEF 14A, filed 2026-04-22. CEO total compensation as printed in TENAX THERAPEUTICS, INC.'s own proxy. As printed: 8,079,633. View filing ↗
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