Andrew Polovin
About Andrew Polovin
Andrew Polovin is Executive Vice President, General Counsel and Secretary of Tempus AI, Inc. (TEM), age 51, serving as General Counsel since June 2020 and promoted to EVP, GC & Secretary in April 2024. He holds a B.A. from Colgate University and a J.D. from Northwestern University School of Law, and previously was General Counsel & Secretary at Uptake Technologies (Aug 2016–Jun 2020), a partner at Bartlit Beck, an Assistant U.S. Attorney in the Northern District of Illinois, and a clerk to the Chief Judge of the U.S. Court of Appeals . Tempus aligns long-term incentives with performance via PSUs tied to compound revenue growth (CRG) and relative TSR vs Nasdaq Composite, with graded vesting across 2025–2027 tranches, underscoring revenue growth and shareholder return as key levers for pay-for-performance across the enterprise .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Uptake Technologies, Inc. | General Counsel & Secretary | Aug 2016–Jun 2020 | Led legal for AI software firm; transitioned to growth-stage tech leadership |
| Bartlit Beck (trial boutique) | Partner | Not disclosed | High-stakes litigation experience; trial strategy and risk management |
| U.S. Department of Justice, N.D. Illinois | Assistant U.S. Attorney | Not disclosed | Government enforcement, investigations, and courtroom execution |
| U.S. Court of Appeals | Clerk to the Chief Judge | Not disclosed | Appellate analysis; judicial process exposure |
External Roles
- No external public-company board roles disclosed in proxy for Polovin .
Fixed Compensation
| Metric | FY 2024 | FY 2025 Target |
|---|---|---|
| Base Salary | $591,667 | $610,000 |
| Target Bonus % | Not disclosed for 2024 | 50% of base salary |
| Actual Bonus Paid | 5,334 fully-vested RSUs (granted Feb 2025 for 2024 performance) | Not disclosed |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout Form | Vesting |
|---|---|---|---|---|---|---|
| Annual performance bonus (2024) | Discretionary (exceptional efforts) | Not disclosed | Not disclosed | Granted 5,334 RSUs | RSUs (fully vested) | Immediate (Feb 2025 grant) |
| Annual performance bonus (2025 target) | Under 2024 Plan (metrics not disclosed) | Not disclosed | 50% of base salary | Not disclosed | Cash or fully vested RSUs | Not disclosed |
| Company-wide PSUs (2025–2027 tranches) | CRG (compound revenue growth) | 50% | Not disclosed | Not disclosed | Shares (PSUs) | 18/27/36 months service for CRG tranches |
| Company-wide PSUs (2025–2027 tranches) | TSR vs Nasdaq Composite | 50% | Not disclosed | Not disclosed | Shares (PSUs) | 12/24/36 months service for TSR tranches |
Note: Polovin’s current disclosed awards are RSUs; earlier PSUs granted in 2021 were modified in July 2023 to RSUs upon removal of a performance condition (liquidity event vesting satisfied at IPO) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 37,876 Class A shares (15,950 owned + 21,926 RSUs vesting within 60 days as of Mar 18, 2025) |
| Ownership as % of Shares Outstanding | <1% of Class A |
| Stock Ownership Guidelines (Executives) | Not disclosed |
| Hedging/Pledging | Company policy prohibits pledging/margin accounts and hedging; applies to officers |
| 10b5-1 Trading Plan | Adopted Aug 12, 2025; provides for sale of 15,825 shares and up to 100% of net shares from vesting of 60,117 RSUs; expires Nov 1, 2026 |
Outstanding equity awards (unvested as of Dec 31, 2024):
| Grant Date | Vesting Commencement | Units Not Vested | Market Value at 12/31/2024 |
|---|---|---|---|
| Apr 21, 2021 (RSU; originally PSU) | Feb 1, 2021 | 1,562 | $52,733 |
| Apr 21, 2021 (RSU; originally PSU) | Feb 1, 2021 | 94 | $3,173 |
| Jul 14, 2021 (RSU; originally PSU) | Feb 1, 2021 | 1,562 | $52,733 |
| Apr 27, 2022 (RSU) | Feb 15, 2022 | 33,075 | $1,116,612 |
| Apr 18, 2023 (RSU) | Mar 15, 2023 | 16,250 | $548,600 |
| Jul 18, 2023 (RSU) | Mar 31, 2024 | 45,000 | $1,519,200 |
| May 2, 2024 (RSU) | Mar 15, 2025 | 20,000 | $675,200 |
| Nov 1, 2024 (RSU) | Jan 15, 2025 | 30,000 | $1,012,800 |
Key vesting terms:
- May 2, 2024 grant: One-third vests Mar 15, 2025; remainder in eight substantially equal quarterly installments from Jun 15, 2025 .
- Nov 1, 2024 grant: 16 equal quarterly installments starting Jan 15, 2025 .
- Jul 18, 2023 grant: 1,250 shares each quarter starting Mar 31, 2024; 5,000 per quarter starting Mar 31, 2025; 6,250 per quarter starting Mar 31, 2026 .
- 2021 grants originally PSUs with performance + liquidity conditions; converted to RSUs in July 2023; liquidity event satisfied at IPO .
Company stock-based comp context:
- Unrecognized stock-based compensation company-wide was $296.8M expected to be recognized over ~2.5 years as of Sep 30, 2025 .
- RSUs granted YTD through Q3 2025: 2,334,059; PSUs granted YTD: 2,569,600 (50% CRG, 50% TSR) .
Employment Terms
| Term | Detail |
|---|---|
| Current role | EVP, General Counsel & Secretary (since Apr 2024; GC since Jun 2020) |
| Employment agreement | At-will; initial base $500,000 (2023 agreement); FY25 base $610,000 |
| Target annual bonus (FY25) | 50% of base; payable in cash or fully vested RSUs under 2024 Plan |
| Severance (termination without Cause or resignation for Good Reason) | 12 months base salary; up to 12 months COBRA premiums; continued time-based vesting for 6 months post-separation |
| Change-in-control (double trigger) | Full acceleration of all unvested equity if within 2 months prior to or 12 months post-CIC under 2015 Plan |
| Clawback policy | Nasdaq/SEC-compliant Incentive Compensation Recoupment Policy adopted; applies to current/former executive officers for reporting measure restatements (effective ≥ Jun 14, 2024) |
Investment Implications
- Insider selling pressure: A Rule 10b5-1 plan adopted Aug 12, 2025 authorizes sales of 15,825 shares plus up to 100% of net shares from vesting of 60,117 RSUs through Nov 1, 2026, indicating potential steady supply from programmed sales tied to ongoing vesting .
- Retention vs acceleration: Standard severance (12 months cash + COBRA) and 6-month continued vesting mitigate near-term departure risk; however, full equity acceleration on double-trigger change-in-control could shift incentives toward strategic optionality in a sale scenario .
- Alignment: Direct ownership is modest (<1%); incentives are predominantly RSU-based with clear vesting schedules; enterprise PSUs tied to CRG and TSR suggest broader culture of pay-for-performance even if Polovin’s current grants are time-based .
- Governance/controls: Hedging/pledging prohibited; clawback policy in place; as an Emerging Growth Company, say-on-pay votes are not required, reducing external pressure on pay design near term .