David Epstein
About David Epstein
David R. Epstein (age 63) is an independent director of Tempus AI, Inc. since February 2024, serving on the Compensation Committee and—with a discrepancy noted below—the Nominating and Corporate Governance Committee. He is Chairman and CEO of Ottimo Pharma Limited and formerly was CEO of Seagen Inc.; earlier he led Novartis Pharmaceuticals and its Oncology unit. He holds a B.S. in pharmacy from Rutgers University and an M.B.A. from Columbia University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novartis Pharmaceuticals (division of Novartis AG) | Chief Executive Officer | 2010–mid-2016 | Started and led Oncology and Molecular Diagnostics; grew oncology business to second largest globally |
| Seagen Inc. (Nasdaq: SGEN) | Chief Executive Officer and Director | Nov 2022–Dec 2023 | Led company until acquisition by Pfizer; transaction completion oversight |
| Flagship Pioneering | Consultant and Executive Partner | 2017–Oct 2022 | Portfolio company governance/scale-up support |
| Evelo Biosciences (Nasdaq: EVLO) | Director; Chair of Board | Mar 2017–Feb 2023; Chair Sep 2019–Jun 2022 | Board leadership during clinical development |
| Axcella Health (Nasdaq: AXLA) | Chair and Director | May 2019–Oct 2022 | Oversight of strategy and financing |
| Rubius Therapeutics (Nasdaq: RUBY) | Director | Jan 2017–Oct 2022 | Clinical/operational oversight |
| OPY Acquisition Corp. I (Nasdaq: OHAA) | Director | Oct 2021–Dec 2023 | SPAC board governance |
| Senti Biosciences (Nasdaq: SNTI) and Dynamics Special Purpose Corp. (Nasdaq: DYNS) | Director | SNTI Jun 2022–Jun 2023; DYNS Mar 2021– | Transition through SPAC and de-SPAC |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ottimo Pharma Limited (private) | Chairman & Chief Executive Officer | Oct 2024–present | Current operating role |
| Valo Health, LLC (private) | Board Member | Not specified | Biotherapeutics focus |
| Shape Therapeutics, Inc. (private) | Board Member | Not specified | Gene therapy/biotech |
| Agomab Therapeutics NV (private) | Board Member | Not specified | Biotech |
| Three Opinions Foundation Inc (non-profit) | Director | Not specified | Civic engagement |
| Pelican Harbor Seabird Station (non-profit) | Director | Not specified | Environmental/wildlife |
Board Governance
- Committee memberships: Compensation Committee member; Nominating & Corporate Governance Committee membership appears in his biography, but the committee roster lists current members as Leonsis (Chair), Doudna, Gottlieb, with Lefkofsky as observer—Epstein is not listed there (documentation discrepancy) .
- Committee chair roles: None (Compensation Committee chaired by Peter J. Barris) .
- Independence: Board determined Epstein is independent under Nasdaq rules; and independent for Compensation Committee service .
- Attendance and engagement: In 2024, Board met 4 times; Compensation Committee met 2 times; Nominating & Corporate Governance Committee did not meet; no director attended fewer than 75% of aggregate Board and committee meetings on which they served .
- Compensation Committee governance: All members independent; no interlocks or insider participation; qualifies as non-employee directors for Rule 16b-3 .
Director election vote outcome (2025 Annual Meeting):
| Director | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| David R. Epstein | 231,738,670 | 11,342,590 | 16,157,514 |
Fixed Compensation
| Item | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $25,000 | Prorated for service from Feb 2024 |
| Annual Cash Retainer (Policy) | $50,000 | Applies to non-employee directors; paid quarterly |
| Committee Membership Fee (Policy) | $12,500 per committee | Audit, Compensation, Nominating & Governance; paid quarterly |
| Non-Exec Chair/Lead Independent (Policy) | +$12,500 (if applicable) | Not applicable to Epstein |
| Meeting Fees | Not disclosed | No per-meeting fees disclosed |
Performance Compensation
| Item | Details | Amount/Units | Vesting |
|---|---|---|---|
| Stock Awards (grant-date fair value, 2024) | RSUs under 2015/2024 plans | $1,067,318 | As per RSU terms |
| RSUs Outstanding (as of 12/31/2024) | Aggregate RSUs held | 27,838 units | Per grant schedules |
| Initial RSU Grant (Policy) | On Board appointment | $500,000 fair value | Equal quarterly over 5 years |
| IPO RSU Grant (Policy) | Granted on IPO Date; 13,514 RSUs | $500,000 fair value; 13,514 units | Equal quarterly over 5 years starting 9/13/2024 |
| Annual RSU Grant (Policy) | On each annual meeting date | $125,000 fair value | Vests by next annual meeting or 1 year |
| Deferred Settlement (Plan) | Optional deferral of RSU settlement | Defers until separation or change in control | Lump-sum in Class A shares |
Performance metrics tied to director compensation:
| Metric Category | Disclosure |
|---|---|
| Financial/ESG metrics tied to director pay | None; director RSUs are time-based per policy |
Other Directorships & Interlocks
| Company | Role | Tenure | Potential Interlocks/Conflicts |
|---|---|---|---|
| Seagen Inc. (SGEN) | CEO/Director | Nov 2022–Dec 2023 | None disclosed with TEM |
| Senti Biosciences (SNTI) | Director | Jun 2022–Jun 2023 | None disclosed with TEM |
| Dynamics SPAC (DYNS) | Director | Mar 2021– | None disclosed with TEM |
| OPY Acquisition Corp. I (OHAA) | Director | Oct 2021–Dec 2023 | None disclosed with TEM |
| Evelo Biosciences (EVLO) | Director; Chair | Mar 2017–Feb 2023; Chair Sep 2019–Jun 2022 | None disclosed with TEM |
| Axcella Health (AXLA) | Chair/Director | May 2019–Oct 2022 | None disclosed with TEM |
| Rubius Therapeutics (RUBY) | Director | Jan 2017–Oct 2022 | None disclosed with TEM |
- Related-party transactions: The proxy discloses multiple related-party arrangements primarily involving the founder and Pathos; no transactions are disclosed involving David Epstein .
Expertise & Qualifications
- Senior biopharma leadership (Novartis Pharmaceuticals CEO; Seagen CEO), deep oncology and therapeutics commercialization experience .
- Board leadership across public and private biotherapeutics companies; SPAC governance experience .
- Academic credentials in pharmacy and finance/marketing (Rutgers B.S.; Columbia MBA) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Class A Shares Beneficially Owned | 3,797 shares | <1% of Class A; no Class B |
| RSUs Outstanding | 27,838 units (Class A) | Under 2015/2024 plans |
| Ownership Guidelines | Not disclosed | No director ownership guideline section found |
| Hedging/Pledging | Prohibited by insider trading policy (hedging, options, pledging/margin) | Alignment-positive policy |
| Shares Pledged | Not disclosed; none indicated in footnotes | Beneficial ownership footnotes do not indicate pledging |
Governance Assessment
-
Strengths:
- Independent director with deep life sciences operating expertise; member of an all-independent Compensation Committee with no interlocks; governance processes described (charter authority, consultant oversight) .
- Attendance: Board asserts all directors met ≥75% attendance; Compensation Committee met twice in 2024 .
- Equity-heavy director pay (approx. $1.07M stock awards vs $25k cash in 2024) supports ownership alignment; RSUs vest over five years, encouraging long-term horizon .
-
Investor signals/considerations:
- Committee membership discrepancy: Epstein’s biography lists Nominating & Corporate Governance Committee membership, but current roster omits him—suggests documentation inconsistency; management should clarify committee assignments for transparency .
- Dual-class control and Nevada reincorporation: Founder holds ~59.9% combined voting power; Nevada law affords broader board discretion; while not specific to Epstein, this impacts board effectiveness and shareholder rights frameworks .
- Say-on-Pay: As an emerging growth company, TEM does not hold say-on-pay votes, reducing direct shareholder feedback on compensation structure .
- Director election support: Epstein received 231.7M “For” vs 11.3M “Withheld” votes, indicating strong but not unanimous support; monitoring future votes for shifts in sentiment is prudent .