Christopher Giordano
About Christopher Giordano
Christopher T. Giordano, age 51, is President and Chief Executive Officer and a director of Tenax Therapeutics; he joined as CEO and director in July 2021 and became President and CEO in October 2021 . He holds a B.A. (summa cum laude) from the University of San Diego and an M.A. from the University of North Carolina at Chapel Hill, and has 20 years of clinical research industry experience focused on bringing pharmaceutical products to market . Pay-versus-performance disclosures show cumulative TSR since 2021 translating to a $100 investment valued at $11 (2022), $1 (2023), and $0 (2024), alongside net losses of $11.0m (2022), $7.7m (2023), and $17.6m (2024), reflecting the company’s clinical-stage profile and expansion of clinical trials in 2024 .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of $100 Investment Based on TSR ($) | 11 | 1 | 0 |
| Net Income (Loss) ($mm) | (11.0) | (7.7) | (17.6) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IQVIA Biotech LLC / IQVIA MedTech Inc. | President | Mar 2018 – Jul 2021 | Led executive team managing several hundred active clinical trial projects |
| Quintiles Transnational Holdings Inc. (now IQVIA) | Global VP, Cardiovascular, Renal & Metabolic; prior roles | Aug 2008 – Mar 2018 | Leadership in CVRM therapeutic area across global outsourcing services |
| PPD, Inc. | Sales and operational roles | Jan 2001 – Jul 2008 | Commercial and operations experience in CRO environment |
External Roles
- No other current public-company directorships for Mr. Giordano are disclosed in the proxy .
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Salary ($) | 405,300 | 495,680 |
| Option Awards – Grant Date Fair Value ($) | — | 6,475,000 |
| Non-Equity Incentive (Cash Bonus) ($) | 202,650 | 390,000 |
| All Other Compensation ($) | 36,820 | 42,911 |
| Total ($) | 644,770 | 7,403,591 |
- Base salary progression: $469,000 annual base in 2024; increased to $545,000 in October 2024; increased to $561,500 effective January 2025 .
Performance Compensation
| Metric | Weighting/Design | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual operational goals (cash bonus) | Target bonus = 50% of base salary | 100% achievement | 160% achievement | $390,000 cash (2024) | Annual assessment by Compensation Committee |
| Long-term equity – Stock options (May 2024 grant) | Time-based vesting | N/A | N/A | Grant-date FV included above | 437 options @ $3.549 vest in 4 equal annual installments starting May 17, 2025; expire May 17, 2034 |
| Long-term equity – Stock options (Dec 2024 grant) | Service-based exercisability | N/A | N/A | Grant-date FV included above | 1,250,000 options @ $5.94 first exercisable Dec 10, 2025; expire Dec 10, 2034 |
Narrative observations:
- The Compensation Committee determined 2024 operational goals were achieved at 160%, driving an above-target bonus; there is no stated cap for >100% achievement .
- Equity emphasis is via options; the company notes options align executives with long-term value creation and vest over multi-year periods .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership (shares) | 321 shares |
| Ownership as % of outstanding | <1% (outstanding shares: 4,148,495 as of Apr 14, 2025) |
| Anti-hedging/anti-pledging policy | Company does not currently prohibit hedging or pledging of company stock (policy exists but permits both) |
Outstanding equity awards as of Dec 31, 2024 (CEO):
| Grant/Option | Exercisable (#) | Unexercisable (#) | Exercise Price ($/sh) | Expiration | Vesting / Exercisability Detail |
|---|---|---|---|---|---|
| 6/9/2022 option | 63 | 62 | 992 | 6/9/2032 | 25% each year on June 9, 2023–2026 |
| 7/6/2021 option | 118 | 39 | 3,152 | 7/6/2031 | 25% each year on July 6, 2022–2025 |
| 5/17/2024 option | — | 437 | 3.549 | 5/17/2034 | 25% on each of May 17, 2025–2028 |
| 12/10/2024 option | — | 1,250,000 | 5.94 | 12/10/2034 | First exercisable beginning Dec 10, 2025 |
Additional notes:
- Earlier inducement performance-vesting options granted at hire were cancelled after milestones were not met as of Dec 31, 2023 .
Employment Terms
| Term | Details |
|---|---|
| Employment agreement | Effective July 6, 2021; one-year term, auto-renews for successive one-year terms unless 90-day notice of non-renewal |
| Base salary and benefits | Originally $375,000 at hire; increased to $561,500 effective Jan 2025; benefits on same basis as other officers |
| Annual cash bonus | Target 50% of base salary at 100% goal achievement; no cap for >100% achievement |
| Severance (without cause / good reason / non-renewal) | 1 year of base salary; pro-rated annual bonus assuming 100% goals; 1 year COBRA reimbursements/benefits; conditioned on release |
| Definitions | “Cause” includes willful breach, misappropriation, policy failures, substance abuse interfering with duties, dishonest/illegal acts detrimental, failure to cooperate with investigations, failure to disclose conflicts; “Good reason” includes material salary reduction, material reduction in authority/duties, certain geographic relocation, material company breach |
| Change-of-control | Specific change-of-control severance/acceleration terms for Mr. Giordano are not disclosed in the cited section; CMO terms include equity acceleration on certain terminations |
| Clawbacks / tax gross-ups | No tax gross-ups; clawback provisions not specifically disclosed in the cited sections |
Board Governance
- Board leadership: Giordano serves as CEO and director; the Chairman is Gerald T. Proehl (separate from CEO). The Board maintains independent oversight, with all three standing committees comprised entirely of independent directors .
- Board composition and independence: Majority independent; independent directors are Drs. Almenoff, Davidson, Doogan, Mr. Proehl, and Ms. Hunter .
- Committee memberships and activity:
- Audit & Compliance Committee: Members Almenoff, Davidson, Hunter; Chair Hunter; met 4 times in 2024; Hunter is an “audit committee financial expert” .
- Compensation Committee: Members Hunter, Davidson, Proehl; Chair Proehl; met once in 2024 .
- Corporate Governance & Nominating Committee: Members Almenoff, Doogan, Proehl; Chair Almenoff; met once in 2024 .
- Director compensation policy (non-employee directors): Annual cash fees of $45,000; Chair fee $75,000; committee member fees of $7,500 (Audit), $5,000 (Comp), $3,500 (Nominating); chair fees of $15,000 (Audit), $10,000 (Comp), $7,000 (Nominating); annual option grants to directors (subject to share availability), plus expense reimbursement .
- 2024 director equity grants: Adjusted grants in December 2024 after increasing the 2022 Plan share pool; grant-date FV ~$518,000 per non-employee director and option holdings ~100,000 each as of year-end .
- Anti-hedging/anti-pledging policy: Company does not currently prohibit hedging or pledging of securities, a potential governance red flag .
- Board nominees and tenure snapshot (as of Apr 14, 2025): Seven-member board; Giordano director since July 2021 .
Performance & Track Record
- Program development: Management commentary affirms expansion from North American IV rights to a worldwide license covering multiple formulations for levosimendan after amendments, supported by patent success and Phase 2 data; Phase 3 program expanding with global sites .
- Capital formation: Company raised approximately $109 million gross proceeds in two equity offerings in 2024, enabling trial expansion and funding; increases in salaries and employee equity grants occurred in 2024 .
- Financial profile: No revenues in 2022–2024; net losses widened in 2024 due to clinical expansion; compensation “actually paid” increased in 2024 consistent with funding and operational progress .
Director Compensation
| Director | Fees Earned/Paid in Cash ($) | Option Awards ($, grant-date FV) | Total ($) |
|---|---|---|---|
| Gerald T. Proehl (Chair) | 88,500 | 518,000 | 606,500 |
| June Almenoff, MD, PhD | 59,500 | 518,000 | 577,500 |
| Michael Davidson, MD | 57,500 | 518,000 | 575,500 |
| Declan Doogan, MD | 48,500 | 518,000 | 566,500 |
| Robyn M. Hunter | 65,000 | 518,000 | 583,000 |
Say-on-Pay & Shareholder Feedback
- Advisory (nonbinding) vote on named executive officer compensation included in the 2025 proxy; prior stockholder guidance endorsed a biennial say-on-pay frequency .
Compensation Structure Analysis
- Year-over-year mix shift: 2024 compensation includes significant option awards ($6.475m grant-date FV) versus none in 2023, reflecting renewed equity capacity and emphasis on long-term incentives .
- At-risk pay: Cash bonuses are variable against operational goals and were paid above target in 2024 (160% achievement); no caps for >100% achievement .
- Equity award timing policy: No formal written timing policy; awards generally on fixed dates; occasional off-cycle grants for hires/promotions/retention .
- Tax gross-ups: None provided to NEOs .
Related Party Transactions
- The Audit & Compliance Committee oversees related person transactions; specific related transactions for Mr. Giordano are not disclosed in the cited sections .
Board Service History, Committees, and Dual-Role Implications
- Board service: Director since July 2021; currently CEO and director .
- Committee roles: Mr. Giordano does not serve on standing committees; all are composed entirely of independent directors .
- Dual-role implications: Separation of Chairman (independent) from CEO provides oversight balance; independent-only committee composition and regular executive sessions mitigate independence concerns associated with CEO-director duality .
Investment Implications
- Alignment and potential supply overhang: Giordano’s beneficial ownership is modest (321 shares; <1%), but large unexercised options (1.25 million @ $5.94) become exercisable beginning Dec 10, 2025, potentially adding supply and creating insider selling pressure around and after that date depending on market conditions .
- Incentive structure: Cash bonus design tied to operational milestones and uncapped above-target payouts incentivizes aggressive clinical execution; heavy 2024 option awards increase sensitivity to long-term stock appreciation but allow hedging/pledging by policy, which can dilute alignment if used .
- Retention and termination economics: Single-trigger severance (salary, pro-rated bonus at 100%, COBRA) on without-cause/good-reason/non-renewal provides stability; absence of disclosed CEO change-of-control acceleration could limit windfall risk compared to peers, while CMO terms include acceleration—attention warranted in any transaction scenario .
- Governance quality: Independent chair and committees, defined audit expertise, and structured committee oversight support governance; however, permissive anti-hedging/pledging policy and significant director option grants in late 2024 may draw scrutiny on governance optics .
- Execution risk and funding: Negative TSR and continued net losses underscore binary clinical outcomes; management expanded licensing scope and raised ~$109m in 2024 to advance Phase 3 programs, indicating strategic momentum but sustained development and regulatory risks remain the primary levers for value creation .