Eric Belcher
About Eric D. Belcher
Eric D. Belcher (age 56) has served as an independent director of Tempus AI, Inc. since January 2019 and currently chairs the Audit Committee; he is designated an “audit committee financial expert” and financially sophisticated under SEC/Nasdaq rules . Belcher is CEO of Market Track, LLC (d/b/a Numerator) since June 2019 and previously served as CEO/President and director of InnerWorkings, Inc. (2009–2018); he holds a bachelor’s degree from Bucknell University and an MBA from the University of Chicago Booth School of Business . The Board has affirmed his independence for both general board service and audit committee membership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| InnerWorkings, Inc. | Chief Executive Officer & President | Jan 2009 – Apr 2018 | Led high-growth operations; subsequently Chairman Apr–Sep 2018 |
| InnerWorkings, Inc. | Director | Jan 2009 – Dec 2018 | Board leadership including Chairman (Apr–Sep 2018) |
| InnerWorkings, Inc. | Various executive roles | Since May 2005 | Progression to CEO/President |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Market Track, LLC (d/b/a Numerator) | Chief Executive Officer | Since Jun 2019 | Data/technology in market research |
Board Governance
- Committee assignments and roles:
- Audit Committee: Chair; designated audit committee financial expert; financially sophisticated .
- Independence: Board determined Belcher is independent (general and audit committee) .
| Governance Item | Detail |
|---|---|
| Board leadership | CEO Eric Lefkofsky serves as combined Chair; Board prefers flexibility over mandated independent Chair |
| Board/committee meetings (2024) | Board: 4; Audit: 5; Compensation: 2; Executive: 2; Nominating & Governance: 0 |
| Attendance | No director attended fewer than 75% of combined Board and committee meetings on which they served |
| Related-party oversight | Audit Committee reviews and approves related party transactions per policy |
| Hedging/pledging policy | Company prohibits director/officer hedging and pledging; margin accounts and options trading prohibited |
Fixed Compensation
| Component (FY2024) | Amount (USD) |
|---|---|
| Cash fees earned/paid | $31,250 |
| Stock awards (grant-date fair value) | $500,018 |
| Total | $531,268 |
| Director Compensation Policy (effective IPO Date) | Terms |
|---|---|
| Annual cash retainer | $50,000 (plus $12,500 for non-exec Chair or Lead Independent Director, if any) |
| Committee membership retainer | $12,500 per committee (audit, compensation, nominating/governance) |
| Initial RSU grant | $500,000 grant-date fair value upon appointment |
| Refresh RSU grant | $500,000 at fifth anniversary of initial/IPO grant |
| Annual RSU grant | $125,000 grant-date fair value at each Annual Meeting |
| Cash-to-RSU election | Directors may elect to receive cash retainers in RSUs, vesting quarterly over the elected period |
| Deferred compensation | Directors may defer RSU settlement to separation from Board or change in control; settled in Class A common stock |
Performance Compensation
| Equity Award | Grant Details | Vesting |
|---|---|---|
| IPO RSU grant | 13,514 RSUs (grant-date fair value ≈ $500,000) to each non-employee director at IPO | Substantially equal quarterly installments over 5 years beginning Sep 13, 2024, subject to service |
| Annual RSU grant | $125,000 grant-date fair value at each Annual Meeting | Vests by earlier of 1 year from grant or next Annual Meeting, subject to service |
| Performance metrics tied to director pay | None disclosed; director equity grants are time-based RSUs |
Other Directorships & Interlocks
| Company | Role | Status | Notes |
|---|---|---|---|
| InnerWorkings, Inc. | Director/Chairman | Former | Historical association with a company co-founded by TEM’s Founder/CEO Eric Lefkofsky |
Interlock context: Eric Lefkofsky co-founded InnerWorkings; Belcher later served as CEO, director, and briefly Chairman at InnerWorkings. The Board nonetheless affirmed Belcher’s independence under Nasdaq standards, and related-party transactions are overseen by the Audit Committee .
Expertise & Qualifications
- Technology and data/analytics operating experience; CEO roles in high-growth companies .
- Audit Committee financial expert; financially sophisticated designation .
- Education: Bucknell University (bachelor’s); University of Chicago Booth School of Business (MBA) .
Equity Ownership
| Holding Type | Shares/Units |
|---|---|
| Class A common stock (direct) | 675 |
| Class A common stock (Nob Hill Ventures LLC) | 14,033 (Belcher is controlling shareholder; may share voting/investment/dispositive power) |
| RSUs vesting within 60 days of Mar 18, 2025 | 1,352 |
| RSUs outstanding as of Dec 31, 2024 | 13,514 |
| Pledging/Hedging | Prohibited by Company policy |
Governance Assessment
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Strengths:
- Independent director serving as Audit Committee Chair with “financial expert” status; oversight covers financial reporting, controls, internal audit, cybersecurity, and related-party transactions—positive for investor confidence .
- Verified independence determination and satisfactory meeting attendance; Board met regularly, and Audit Committee was active (5 meetings in 2024) .
- Compensation structure emphasizes equity alignment (RSUs ≈ $500k grant-date value vs $31k cash in 2024), with multi-year vesting promoting longer-term orientation .
-
Considerations and potential conflicts:
- Historical association with InnerWorkings, co-founded by TEM’s Founder/CEO Eric Lefkofsky; although independence is affirmed and RPTs are overseen by Audit, investors may monitor any transactions involving entities with prior ties to Belcher or Lefkofsky .
- Board leadership is combined Chair/CEO, which can concentrate authority; however, the Board cites strategic rationale for this structure .
- Dual-class structure and concentrated voting control: Mr. Lefkofsky and affiliates beneficially hold ~59.9% of voting power, which may reduce minority shareholder influence in governance outcomes (RED FLAG for entrenchment risk) .
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Policy protections:
- Prohibitions on hedging/pledging and an incentive compensation clawback policy (executive-focused) improve governance hygiene; Audit Committee reviews related-party transactions .