CEO Christopher Giordano was paid $8,079,633 in fiscal year 2025, ↑ up 9.1% from fiscal year 2024 (SEC filing 0001193125-26-168580 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
$8,079,633 ↑ Christopher Giordano total, FY2025 | — CEO pay percentile vs peers | — CEO-to-median pay ratio | 98.77% Say-on-pay support, latest vote |
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| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Christopher Giordano | $563,734 | $0 | $0 | $7,266,000 | $204,375 | $0 | $45,524 | $8,079,633 |
| President and Chief Executive Officer | ||||||||
| Stuart Rich | 322,724 | 0 | 0 | 3,242,750 | 157,500 | 0 | 9,993 | 3,732,967 |
| Chief Medical Officer | ||||||||
| Thomas McGauley | 0 | 0 | 0 | 0 | 0 | 0 | 475,498 | 475,498 |
| 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.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Christopher Giordano | $8,079,633 | $7,403,591 | $644,770 | ↑ +676,042 |
| Stuart Rich | 3,732,967 | 3,138,044 | 481,223 | ↑ +594,923 |
| Thomas McGauley | 475,498 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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This is the complete answer, not a partial one — the list is never padded.
One page per director: the seat, the committees and the fee table, read for one person at a time.
| Director | Role | FY2025 total |
|---|---|---|
| Declan Doogan | Independent Director | $443,700 |
| Gerald T. Proehl | Chair of the Board | $483,700 |
| June Almenoff | Independent Director | $454,700 |
| Michael Davidson | Independent Director | $452,700 |
| Robyn M. Hunter | Independent Director | $460,200 |
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Christopher Giordano | Option | 1,400,000 | 5.89 | — |
| Stuart Rich | Option | 625,000 | 5.89 | — |
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 consultant | Anderson Pay Advisors |
| Clawback policy | true |
| Anti-hedging | false |
| Anti-pledging | false |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2025 | 2025-06-11 | 2,435,043 | 30,284 | 20,722 | 98.77% | Passed |
| 2022 | 2022-06-09 | 13,901,272 | 1,123,419 | 120,754 | 91.79% | Passed |
| 2019 | 2019-06-13 | 3,242,063 | 386,611 | 15 | 89.35% | Passed |
| 2017 | 2017-06-14 | 3,958,457 | 232,710 | 66,218 | 94.45% | 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.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2025 | 2025-06-11 | 98.77%a |
| 2022 | 2022-06-09 | 91.79%b |
| 2019 | 2019-06-13 | 89.35%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.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Gerald T. ProehlIndependent · Board Chair · Nominating/Governance · Compensation | $88,500 | $0 | $395,200 | — | $0 | $483,700 |
| Robyn M. HunterIndependent · Audit · Compensation | 65,000 | 0 | 395,200 | — | 0 | 460,200 |
| June AlmenoffIndependent · Nominating/Governance · Audit | 59,500 | 0 | 395,200 | — | 0 | 454,700 |
| Michael DavidsonIndependent · Audit · Compensation | 57,500 | 0 | 395,200 | — | 0 | 452,700 |
| Declan DooganIndependent · Nominating/Governance | 48,500 | 0 | 395,200 | — | 0 | 443,700 |
| Stuart RichEmployee director | — | — | — | — | — | 0 |
| Christopher T. GiordanoEmployee director | — | — | — | — | — | 0 |
| 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 | — |
| Component | FY2025 |
|---|---|
| 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.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Tenax Therapeutics | 2025 | Christopher 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.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Christopher Giordano | DEF 14A | 2026-04-22 | 0001193125-26-168580 | Section “Executive Compensation”. As printed: 8,079,633. Filing ↗machine: span 393167–393176 |
| 2 | Section 01, Stuart Rich | DEF 14A | 2026-04-22 | 0001193125-26-168580 | Section “Executive Compensation”. As printed: 3,732,967. Filing ↗machine: span 423487–423496 |
| 3 | Section 01, Thomas McGauley | DEF 14A | 2026-04-22 | 0001193125-26-168580 | Section “Executive Compensation”. As printed: 475,498. Filing ↗machine: r9 · c28 · span 452034–452041 |
| 4 | Section 08, Gerald T. Proehl | DEF 14A | 2026-04-22 | 0001193125-26-168580 | Section “Director Compensation”. As printed: 483,700. Filing ↗ |
| 5 | Section 08, Robyn M. Hunter | DEF 14A | 2026-04-22 | 0001193125-26-168580 | Section “Director Compensation”. As printed: 460,200. Filing ↗machine: span 890441–890650 |
| 6 | Section 08, June Almenoff | DEF 14A | 2026-04-22 | 0001193125-26-168580 | Section “Director Compensation”. As printed: 454,700. Filing ↗machine: span 868351–868560 |
| 7 | Section 08, Michael Davidson | DEF 14A | 2026-04-22 | 0001193125-26-168580 | Section “Director Compensation”. As printed: 452,700. Filing ↗machine: span 875717–875926 |
| 8 | Section 08, Declan Doogan | DEF 14A | 2026-04-22 | 0001193125-26-168580 | Section “Director Compensation”. As printed: 443,700. Filing ↗machine: span 883080–883289 |
| 9 | Section 08, Stuart Rich | DEF 14A | 2026-04-22 | 0001193125-26-168580 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 10 | Section 08, Christopher T. Giordano | DEF 14A | 2026-04-22 | 0001193125-26-168580 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 11 | Section 06, 2025 vote | Form 8-K | 2025-06-17 | 0001654954-25-007104 | Item 5.07 · say-on-pay result. As reported: 98.77% (votes for as printed: 2,435,043). Filing ↗ |
| 12 | Section 06, 2022 vote | Form 8-K | 2022-06-10 | 0001654954-22-008221 | Item 5.07 · say-on-pay result. As reported: 91.79% (votes for as printed: 13,901,272). Filing ↗ |
| 13 | Section 06, 2019 vote | Form 8-K | 2019-06-14 | 0001654954-19-007357 | Item 5.07 · say-on-pay result. As reported: 89.35% (votes for as printed: 3,242,063). Filing ↗ |
| 14 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 15 | Section 09b board cost (computed) | Computed | — | — | Cash 319,000 + equity 0 + all other 0 = 319,000, summed across the director compensation table rows.machine: formula: Σ = 319,000 |
| 16 | Tenax Therapeutics (subject), Section 10b CEO total | DEF 14A | 2026-04-22 | 0001193125-26-168580 | CEO total compensation as printed in Tenax Therapeutics's own proxy. As printed: 8,079,633. Filing ↗machine: span 393167–393176 |