Tenon Medical updates 2026 executive pay and chair deal

Tenon Medical, Inc. updated its leadership compensation and extended its executive chairman’s consulting agreement.

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Tenon Medical, Inc. updated its leadership compensation and extended its executive chairman’s consulting agreement. The board’s Compensation Committee approved a 2026 Executive Compensation Plan that raises annual base salaries for CEO Steven M. Foster to $420,000, CFO Kevin Williamson to $330,750, and COO Richard Ginn to $304,500, each reflecting a 5% increase effective March 1, 2026. The plan also increases their annual bonus opportunities, with Mr. Foster eligible for 50% of base salary and Mr. Williamson and Mr. Ginn each eligible for 35%, all tied to mutually agreed milestones. In addition, they may earn a second milestone-based bonus of up to $100,000, $70,000, and $50,000, respectively. Separately, the company amended Executive Chairman Richard Ferrari’s consulting agreement, extending it for one year from May 7, 2026 to May 6, 2027, with compensation of $45,000 per quarter, or $180,000 annually.

Insights

Tenon adjusts leadership pay and extends executive chairman role.

The company increased base salaries and incentive opportunities for its CEO, CFO, and COO under a 2026 Executive Compensation Plan tied to performance milestones. These are modest percentage raises but meaningful in absolute dollars for a small public company.

The plan adds a second tier of milestone-based bonuses, creating stronger variable-pay structures linked to board-determined goals. Separately, extending Richard Ferrari’s consulting agreement for one year at $180,000 annually maintains continuity in the Executive Chairman role without changing his title.

Overall, this 8-K reflects routine governance and compensation adjustments rather than a transformative event. Investors may focus on how the board defines and evaluates the performance milestones in future disclosures when assessing alignment between pay and company results.

8-K Event Classification

3 items: 1.01, 5.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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.

Key Figures

CEO base salary: $420,000 per year CFO base salary: $330,750 per year COO base salary: $304,500 per year +5 more

8 metrics

CEO base salary $420,000 per year Steven M. Foster under 2026 Executive Compensation Plan

CFO base salary $330,750 per year Kevin Williamson under 2026 Executive Compensation Plan

COO base salary $304,500 per year Richard Ginn under 2026 Executive Compensation Plan

Executive base salary increase 5% Increase for CEO, CFO and COO effective March 1, 2026

CEO target bonus 50% of base salary Annual bonus opportunity based on milestones

CFO/COO target bonus 35% of base salary Annual bonus opportunity based on milestones

Second bonus caps $100,000 / $70,000 / $50,000 Max additional bonuses for CEO, CFO, COO based on milestones

Executive Chairman compensation $45,000 per quarter Richard Ferrari consulting fee, $180,000 annually

Key Terms

2026 Executive Compensation Plan, annual base salaries, annual bonus opportunity, material definitive agreement, +2 more

6 terms

2026 Executive Compensation Plan financial

"approved the Company’s 2026 Executive Compensation Plan (the “2026 Compensation Plan”)"

annual base salaries financial

"the annual base salaries of Steven M. Foster, Chief Executive Officer and President, Kevin Williamson, Chief Financial Officer, and Richard Ginn, Chief Operating Officer"

annual bonus opportunity financial

"the annual bonus opportunity for Mr. Foster was changed to 50% of base salary"

material definitive agreement regulatory

"Item 1.01. Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

consulting agreement financial

"the consulting agreement, dated May 7, 2021, by and between the Company and Richard Ferrari"

Emerging Growth Company regulatory

"Emerging Growth Company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What is Tenon Medical (TNON) changing in its 2026 Executive Compensation Plan?

Tenon Medical is increasing base salaries and performance-based bonuses for its CEO, CFO, and COO under a 2026 plan. Raises are 5% and bonuses are tied to mutually agreed milestones, adding more variable pay linked directly to company and individual performance targets.

How much will Tenon Medical’s CEO Steven M. Foster be paid under the 2026 plan?

Steven M. Foster’s annual base salary rises to $420,000, a 5% increase. He is also eligible for an annual bonus equal to 50% of base salary plus a potential second milestone-based bonus of up to $100,000, depending on goals set with the board.

What bonus opportunities do Tenon Medical’s CFO and COO receive in 2026?

CFO Kevin Williamson and COO Richard Ginn each receive 5% salary increases and higher bonus opportunities. Their annual bonus targets are 35% of base salary, plus a possible second milestone-based bonus of up to $70,000 for Williamson and $50,000 for Ginn, subject to board-defined milestones.

How was Executive Chairman Richard Ferrari’s consulting agreement with Tenon Medical amended?

Tenon Medical extended Richard Ferrari’s consulting agreement for one additional year, from May 7, 2026 to May 6, 2027. He will continue serving as Executive Chairman and receive $45,000 per quarter, equal to $180,000 annually, under the amended terms.

Does the Tenon Medical 8-K indicate any changes in board roles or only compensation updates?

The 8-K primarily describes compensation updates and an agreement extension. Steven M. Foster remains CEO and President, while Richard Ferrari continues as Executive Chairman under an extended consulting agreement, suggesting role continuity with adjustments focused on pay and contract duration.

When do the new executive compensation terms at Tenon Medical take effect?

The new 2026 Executive Compensation Plan terms, including higher base salaries and revised bonus structures for the CEO, CFO, and COO, are effective as of March 1, 2026. The separate amendment to Richard Ferrari’s consulting agreement becomes effective on May 7, 2026.

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

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Accepted by SEC EDGAR 06/12/2026 - 05:20 PM

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):

February 26, 2026

TENON MEDICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-41364	45-5574718
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

104 Cooper Court
Los Gatos, CA		95032
(Address of principal executive offices)		(Zip Code)

(408) 649-5760

(Registrant’s telephone number, including area code)

N/A

(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 (see General Instruction A.2. below):

☐	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 $0.001 per share	TNON	The Nasdaq Stock Market LLC
Warrants	TNONW	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 1.01. Entry into a Material Definitive Agreement.

The disclosure under Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

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

2026 Executive Compensation Plan

On February 26, 2026, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Tenon Medical, Inc. (the “Company”) approved the Company’s 2026 Executive Compensation Plan (the “2026 Compensation Plan”), which provides for increased compensation for certain of the Company’s executive officers, effective as of March 1, 2026.

Under the 2026 Compensation Plan, the annual base salaries of Steven M. Foster, Chief Executive Officer and President, Kevin Williamson, Chief Financial Officer, and Richard Ginn, Chief Operating Officer, were each increased by 5%, to $420,000, $330,750 and $304,500, respectively. In addition, the annual bonus opportunity for Mr. Foster was changed to 50% of base salary based upon achievement of mutually agreed upon milestones, and for each of Mr. Williamson and Mr. Ginn to 35% of base salary based upon achievement of mutually agreed upon milestones. The 2026 Compensation Plan also provides for a second bonus to each of Mr. Foster, Mr. Williamson, and Mr. Ginn of up to $100,000, $70,000, and $50,000, respectively, based on certain milestones determined by the Board.

Amendment to Richard Ferrari’s Consulting Agreement

On May 7, 2026, the Committee approved an amendment (the “Amendment”) to the consulting agreement, dated May 7, 2021, by and between the Company and Richard Ferrari, the Company’s Executive Chairman (the “Original Agreement”). The Amendment extends the term of the Original Agreement for an additional one (1) year, beginning on May 7, 2026 and ending on May 6, 2027. Under the Amendment, Mr. Ferrari will continue to serve as Executive Chairman of the Company and will receive compensation of $45,000 per quarter ($180,000 on an annual basis).

A copy of the Amendment is attached hereto as Exhibit 10.2 and is incorporated herein by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are being filed herewith:

Exhibit No.		Description
10.1		Amendment to the Consulting Agreement, dated May 7, 2021, by and between Tenon Medical, Inc. and Richard Ferrari, dated as of May 7, 2026.
104		Cover Page Interactive Data File (embedded with 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.

Date: June 12, 2026	TENON MEDICAL, INC.

	By:	/s/ Steven M. Foster
	Name:	Steven M. Foster
	Title:	Chief Executive Officer and President

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 AMENDMENT TO THE CONSULTING AGREEMENT, DATED MAY 7, 2021, BY AND BETWEEN TENON M 7.8 KB

Tenon Medical updates 2026 executive pay and chair deal

Rhea-AI Filing Summary

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