Eric Lefkofsky
About Eric Lefkofsky
Eric Lefkofsky, 55, is the Founder, Chief Executive Officer, and Chairman of Tempus AI, Inc. (NASDAQ: TEM), serving on the board since inception in 2015; he holds a B.A. and J.D. from the University of Michigan . He controls the company through dual‑class stock: as of March 18, 2025 he beneficially owned 39,825,028 Class A shares and all 5,043,789 Class B shares, representing 59.9% combined voting power; the 10‑K noted approximately 62.4% voting power as of February 21, 2025, underscoring governance concentration risks . Tempus highlights dependence on Lefkofsky in risk factors and notes it has not elected (but could elect) “controlled company” exemptions in the future .
Past Roles
| Organization | Role | Years | Strategic Impact/Notes |
|---|---|---|---|
| Tempus AI, Inc. | Founder, CEO, Chairman, Director | Since inception (2015–present) | Founder‑led; long‑tenured CEO . |
| Groupon, Inc. | Director | Through Nov 2023 | Public co. board experience . |
| Groupon, Inc. | Chairman of the Board | Nov 2015–Jun 2020 | Led board during public‑company phase . |
| Groupon, Inc. | Executive Chairman | Through Aug 2013 | Executive leadership role . |
| Groupon, Inc. | Chief Executive Officer | Aug 2013–Nov 2015 | Operating leadership of public co. . |
| Lightbank LLC | Co‑Founder; Managing Member; General Partner | Since 2008; GP since Jan 2019 | VC operator/investor; technology focus . |
| InnerWorkings, Inc. | Co‑Founder; Board/Managers | — | Founding/operator background . |
| Mediaocean, LLC | Co‑Founder; Board/Managers | — | Founding/operator background . |
| Echo Global Logistics, Inc. | Co‑Founder; Board/Managers | — | Founding/operator background . |
| Pathos AI, Inc. | Co‑Founder; Board/Managers | — | Founding/operator background . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Northwestern Memorial Healthcare | Director | Since Feb 2024 | Non‑profit/health system governance . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | — | — (no base salary in FY24) |
| Target Annual Cash Bonus ($) | — | $800,000 (effective with IPO employment agreement) |
| Actual Cash Bonus Paid ($) | — | $800,000 (discretionary bonus approved Feb 2025 for 2024 efforts) |
| Other Compensation ($) | $2,100 (parking) | $5,040 (parking) |
Notes:
- Base salary established at $800,000 beginning January 1, 2025 per CEO employment agreement .
Performance Compensation
| Incentive Type | Grant/Period | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|---|
| RSU award | 750,000 RSUs (IPO Date, June 2024) | Not performance‑conditioned | — | — | Grant date fair value included in 2024 stock awards | Vests in substantially equal quarterly installments over 5 years starting Sept 13, 2024; double‑trigger full acceleration upon qualifying termination within 2 months prior to or 12 months post Change‑in‑Control (CIC) . |
| Cash bonus | FY2024 | Discretionary (no formal plan in 2024) | — | — | $800,000 (approved Feb 2025) | Paid as discretionary award; no plan metrics disclosed . |
Additional context:
- 2024 stock awards to Lefkofsky totaled $27,750,000 (aggregate grant date fair value), primarily reflecting the 750,000 RSU grant under the 2024 Plan .
- Legacy PSUs granted in 2021 (4,866,000 units) had the performance condition removed in July 2023 and were treated as RSUs subject to a liquidity event/service conditions—indicative of a shift away from performance‑vesting to time‑vesting (pay‑for‑performance caution) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 18, 2025) | 39,825,028 Class A shares (23.7% of Class A) and 5,043,789 Class B shares (100% of Class B); combined voting power 59.9% . |
| Voting control (10‑K reference) | ~62.4% voting power as of Feb 21, 2025 (date differs from proxy reference) . |
| Unvested awards (12/31/2023 snapshot) | 4,866,000 RSUs outstanding; fair value $184,032,120 at $37.82/share (pre‑IPO board valuation) . |
| New RSU award | 750,000 RSUs granted on IPO Date; vests quarterly over 5 years starting 9/13/2024 . |
| Lock‑up and potential overhang | 180‑day standard lock‑up with price‑based early release; up to 46,201,278 Class A shares could be eligible for early sale if 30% price‑appreciation trigger is met; remaining shares free at 180 days subject to blackout/timing exceptions . |
| Forced sell‑to‑cover (tax) windows | Estimated CEO sell‑to‑cover of ~868,758 shares around 91 and 120 days post‑prospectus to satisfy RSU tax withholding; aggregate sell‑to‑cover windows include broader employee transactions (multi‑day execution expected) . |
| Pledging/hedging | Company policy prohibits pledging Tempus shares, margin accounts, and hedging/derivative transactions for directors/executives . |
| Trading controls | Pre‑clearance, blackout windows, and Section 16 compliance program enforced for insiders . |
Employment Terms
| Term | Detail |
|---|---|
| Agreement date/effective date | Executive Employment Agreement dated Feb 1, 2024; effective upon IPO Date . |
| Position | Chairman and Chief Executive Officer . |
| Base salary | $800,000 annually starting Jan 1, 2025 . |
| Target annual bonus | $800,000 (performance‑based cash bonus opportunity) . |
| Equity grant | 750,000 RSUs under 2024 Plan (granted on IPO Date); vests in equal quarterly installments over 5 years starting 9/13/2024 . |
| Severance/CIC vesting | If resigns for Good Reason or terminated without Cause within 2 months prior to or 12 months following a Change in Control, 100% of then‑unvested equity vests in full (double‑trigger acceleration) . |
| At‑will/benefits | Employment at‑will; eligibility for standard company benefit plans . |
Board Governance
- Structure and attendance:
- Board met four times in 2024; no director attended fewer than 75% of aggregate Board/committee meetings .
- Committees and membership/independence:
- Audit Committee: Eric D. Belcher (Chair), Peter J. Barris, Wayne A.I. Frederick, M.D.; all independent; Belcher and Frederick are “audit committee financial experts” .
- Compensation Committee: Peter J. Barris (Chair), David R. Epstein, Nadja West; all independent; no interlocks/insider participation; empowered to retain independent compensation consultants .
- Nominating & Corporate Governance Committee: exists; committee charter posted (membership not itemized in retrieved chunks) .
- Executive Committee: Peter J. Barris, Theodore J. Leonsis, and Eric Lefkofsky .
- Dual‑role implications:
- Lefkofsky is CEO + Chairman and an observer on the Nominating & Corporate Governance Committee; combined with his Class B voting control, he has substantial influence over director nominations and stockholder matters; company has not elected controlled‑company exemptions but may in the future .
Director Compensation (structure highlights)
- Non‑employee directors may defer settlement of RSUs (including RSUs in lieu of cash retainers) into deferred stock units, settling upon separation from the board or a change in control (lump‑sum share settlement) .
- The Compensation Committee oversees director pay and can engage independent advisors; cash/equity retainer amounts were not detailed in retrieved excerpts .
Compensation Structure Analysis
- Mix and trends:
- 2024 pay featured a large RSU grant ($27.75M grant‑date fair value) and a post‑year discretionary bonus of $800k, with no base salary paid in 2024; base and target bonus commence in 2025 ($800k/$800k) .
- Shift from performance to time‑vesting:
- In July 2023 the board removed the performance‑vesting condition from 2021 PSUs (4.866M units) converting them to RSUs, weakening explicit pay‑for‑performance linkage (red flag) .
- Lock‑up and sell‑to‑cover cadence:
- Clear, scheduled sell‑to‑cover windows (91/120 days post‑IPO) for tax withholding may create episodic selling pressure; additional early‑release mechanisms exist under price‑appreciation triggers .
Equity Ownership & Compensation Tables
Summary Compensation (CEO)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | — | — |
| Bonus ($) | — | 800,000 |
| Stock Awards ($) | — | 27,750,000 |
| All Other Comp ($) | 2,100 | 5,040 |
| Total ($) | 2,100 | 28,555,040 |
Beneficial Ownership and Voting
| Item | As of Feb 21, 2025 | As of Mar 18, 2025 |
|---|---|---|
| Class A shares owned | — | 39,825,028 (23.7% of Class A) |
| Class B shares owned | — | 5,043,789 (100% of Class B) |
| Combined voting power | ~62.4% | 59.9% |
Outstanding/Unvested Equity Snapshots
| Date | Type | Units | Vesting/Notes |
|---|---|---|---|
| Dec 31, 2023 | RSUs (converted from PSUs) | 4,866,000 | Performance condition removed in July 2023; liquidity event/service vesting; $184,032,120 fair value at $37.82 . |
| IPO Date (June 2024) | RSUs (new grant) | 750,000 | Vests quarterly over 5 years from 9/13/2024; double‑trigger full acceleration upon qualifying CIC termination window . |
Lock-up and Sell-to-Cover Calendar (Post‑IPO)
| Trigger | Estimated Timing | Scope |
|---|---|---|
| Price‑based early release | If stock ≥30% above IPO price for 10 days before, and 1 day after, first post‑period earnings release | Up to 46,201,278 shares eligible . |
| Standard lock‑up expiration | 180 days after prospectus date (with blackout timing exceptions) | Remaining shares, subject to Rule 144 and blackout rules . |
| CEO sell‑to‑cover tranche 1 | ~91 days post‑prospectus | ~868,7xx shares (sell‑to‑cover estimate; multi‑day and price‑dependent) . |
| CEO sell‑to‑cover tranche 2 | ~120 days post‑prospectus | ~868,7xx shares (sell‑to‑cover estimate; multi‑day and price‑dependent) . |
Employment Contracts, Severance, and Change-of-Control Economics
- At‑will employment; formal agreement effective at IPO .
- Cash: Base $800,000 and target cash bonus $800,000, both reviewed at company discretion .
- Equity: 750,000 RSUs vest quarterly over five years starting 9/13/2024 .
- CIC terms: If CEO resigns for Good Reason or is terminated without Cause within 2 months prior to or 12 months post‑CIC, 100% of then‑unvested equity vests in full (double‑trigger); no cash severance multiples disclosed for CEO in retrieved excerpts .
Performance & Track Record
- Founder‑led company with explicit risk disclosure that Tempus is highly dependent on Lefkofsky’s services; dual‑class structure concentrates control with CEO .
- The company indicates potential business with firms in which the CEO and other insiders may have interests, highlighting the need for robust related‑party oversight .
Board Service History, Committee Roles, and Dual-Role Implications
- Service since inception (2015) as CEO and Chairman; Executive Committee member and observer on the Nominating & Corporate Governance Committee .
- Dual role plus super‑voting Class B shares implies significant influence over board composition and strategy; company has not elected “controlled company” exemptions but may do so (governance flexibility) .
Policies: Hedging, Pledging, and Insider Trading
- Strict prohibitions on hedging, margin accounts, pledging shares, and short selling; pre‑clearance required for insiders; blackout policies enforced; Section 16 compliance procedures in place .
Related Party Considerations
- Tempus notes it may provide technologies to pharma/biotech companies, including those where the CEO or other insiders have significant interests, implying ongoing related‑party transaction oversight needs .
Compensation Committee Analysis
- Compensation Committee (Barris—Chair; Epstein; West) is fully independent; no interlocks; authorized to retain independent consultants; CEO recuses from his pay deliberations .
Investment Implications
- Alignment and control: Very high insider ownership and super‑voting control align founder incentives with long‑term value but concentrate power, limiting minority shareholder influence; potential to adopt “controlled company” exemptions could weaken governance checks .
- Pay design signals: Large time‑vesting RSU grant and prior removal of PSU performance hurdles reduce direct pay‑for‑performance linkage; double‑trigger CIC acceleration increases potential payout sensitivity to strategic events .
- Liquidity overhang: Scheduled sell‑to‑cover windows and complex lock‑up release mechanics create identifiable periods of insider selling pressure and increased float, potentially impacting near‑term trading dynamics .
- Retention vs. flexibility: Long‑dated quarterly RSU vesting supports retention; discretionary 2024 bonus underscores committee flexibility absent formal plan metrics in the IPO year .
- Governance risk management: Anti‑hedging/pledging policies and independent committees mitigate some governance risks, but dual role (CEO+Chair) and observer status on Nominating underscore the need for vigilant independent director oversight .