Tenax Therapeutics amends executive pay deals, adopts new severance plans

On June 26, 2026, Tenax Therapeutics' board of directors, acting on the recommendation of its Compensation Committee, approved amendments to the employment agreements of Christopher Giordano, Thomas Staab, and Stuart Rich.¹ These three executives are not covered by the company's newly created plans; instead, their amended agreements provide severance and other benefits generally modeled on what they would have received under the new plans.¹

If any of the three executives is terminated without cause outside a change-in-control scenario, they would each receive 12 months of base salary plus one additional month per completed year of service up to 12 extra months, a pro-rated bonus based on 100% goal achievement, and 12 months of COBRA reimbursement.¹ Dr. Rich would also receive accelerated vesting of all outstanding equity awards in that scenario.¹

If termination occurs within three months before or 12 months after a change in control, the three executives would receive 12 months of base salary (18 months for Giordano), a full-target bonus, accelerated vesting of all equity awards, and 12 months of COBRA benefits (18 months for Giordano).¹

Separately, the same day, the board adopted a company-wide Change in Control Plan and Severance Plan. The CIC Plan offers "double trigger" equity acceleration and cash severance to eligible employees, payable only if termination without cause or resignation for good reason occurs within three months before or 12 months after a change in control.¹ The separate Severance Plan covers terminations without cause unrelated to a change in control, with cash benefits based on tenure and level.¹ The company's executive officers are not eligible for either plan¹ and remain governed by their individually amended agreements.