Tivic Health (TIVC) sets CEO pay: 325,000 salary, 50% bonus

Tivic Health Systems entered into a new executive employment agreement with CEO Jennifer Ernst, replacing her 2021 offer letter.

Rhea-AI Filing Summary

Tivic Health Systems entered into a new executive employment agreement with CEO Jennifer Ernst, replacing her 2021 offer letter. The agreement sets a base salary of 325,000 per annum, with an annual end-of-year incentive bonus of up to 50% of base salary at the Board’s discretion, and eligibility for annual focal equity grants under the Amended and Restated 2021 Equity Incentive Plan.

Employment is at will. If she resigns without good reason, is terminated for cause, or upon death or disability, no separation benefits apply and no bonus is payable if not employed through December 31. If she terminates for good reason or is terminated without cause, she is entitled to severance equal to 1/12 of base salary for twelve months, Company-paid COBRA coverage for twelve months, and continued vesting of unvested equity awards for twelve months.

Insights

Corporate governance analyst

Routine CEO contract update with defined severance and bonus terms.

Tivic Health executed a new CEO employment agreement on October 8, 2025. It formalizes pay elements: base salary of 325,000 per year, an annual bonus up to 50% of base at Board discretion, and eligibility for equity grants under the 2021 plan.

The agreement is at will and clarifies outcomes across termination scenarios. For good reason or without cause, benefits include salary-continuation severance structured as 1/12 of base salary for twelve months, Company-paid COBRA for twelve months, and twelve months of continued vesting on unvested equity.

This is an administrative governance update; financial impact is limited and depends on any future termination events. Actual cash costs arise only if severance triggers occur.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did TIVC announce in this 8-K?

Tivic Health Systems entered into a new executive employment agreement with CEO Jennifer Ernst, replacing her 2021 offer letter.

What is TIVC CEO Jennifer Ernst’s base salary under the new agreement?

The agreement sets a base salary of 325,000 per annum.

What is the bonus opportunity for TIVC’s CEO?

She is eligible for an annual end-of-year incentive bonus of up to 50% of base salary, at the Board’s discretion.

Is the CEO’s employment at will under the new TIVC agreement?

Yes. Employment is at will, allowing either party to terminate at any time and for any reason.

What severance applies if TIVC terminates the CEO without cause or she leaves for good reason?

She is entitled to severance equal to 1/12 of base salary for twelve months, Company-paid COBRA for twelve months, and twelve months of continued vesting on unvested equity.

Does the CEO receive benefits if she resigns without good reason or is terminated for cause at TIVC?

No. In those cases, no separation benefits are provided, and no annual bonus is paid if not employed through December 31.

Does the TIVC CEO remain eligible for equity awards?

Yes. She may receive annual focal grants under the Amended and Restated 2021 Equity Incentive Plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/15/2025 - 12:00 AM Learn about SEC filing dates

false 0001787740 0001787740 2025-10-08 2025-10-08

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 8, 2025

Tivic Health Systems, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-41052	81-4016391
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
47685 Lakeview Blvd. Suite 100
Fremont, California		94538
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 888 276-6888

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		TIVC		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 8, 2025, Tivic Health Systems, Inc. (the “Company”) entered into a new executive employment agreement (the “Employment Agreement”) with Jennifer Ernst, the Company’s Chief Executive Officer, which replaced and superseded that executive offer letter previously entered into by and between the Company and Ms. Ernst on July 31, 2021.

Pursuant to the Employment Agreement, Ms. Ernst (i) is entitled to receive a base salary of 325,000 per annum (subject to review and adjustment in accordance with the Company’s normal performance review practices); (ii) will be eligible to receive, at the sole discretion of the Company’s  Board of Directors (the “Board”), an annual end-of-year incentive bonus in an amount up to 50% of her base salary; and (iii) may be eligible to receive annual focal grants, as determined by the Board or the Compensation Committee of the Board, pursuant to the Company’s Amended and Restated 2021 Equity Incentive Plan.

Pursuant to the Employment Agreement, Ms. Ernst’s employment is “at will,” meaning that either she or the Company are entitled to terminate Ms. Ernst’s employment at any time and for any reason, with or without cause. In the event that her employment with the Company is terminated for any reason before December 31 of any given year, she will not be entitled to receive an annual end-of-year incentive bonus. In the event that (i) Ms. Ernst elects to terminate her employment with the Company other than for good reason, (ii) the Company terminates her employment for cause, or (iii) her employment is terminated as a result of her death or disability, then Ms. Ernst will not be entitled to receive any separation benefits. In the event that Ms. Ernst terminates her employment for good reason or the Company terminates her employment without cause, then (i) she shall be entitled to receive severance in an amount equal to 1/12 of her base salary for a period of twelve months after termination, payable in accordance with the Company’s standard payroll procedures, (ii) the Company shall pay her COBRA coverage for a period of twelve months after termination, and (iii) all outstanding unvested equity awards held by Ms. Ernst as of the termination date will continue to vest in accordance with the terms applicable thereto for a period of twelve months after termination.

The foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Executive Employment Agreement, by and between Tivic Health Systems, Inc. and Jennifer Ernst, dated October 8, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			TIVIC HEALTH SYSTEMS, INC.
Date:	October 15, 2025	By:	/s/ Jennifer Ernst
			Name: Jennifer Ernst Title: Chief Executive Officer