Material Agreement, Management Change/Compensation (Form 8-K)

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.