James Rogers
About James Rogers
James Rogers is Tempus AI’s Chief Financial Officer, serving since April 2021; he previously was Vice President of Finance (Apr 2020–Apr 2021) and Senior Director of Finance (Aug 2017–Apr 2020) at Tempus . He is 39, holds a B.B.A. from the University of Notre Dame and an M.S. from Northern Illinois University . Tempus’ incentive design for 2025 includes performance share units tied 50% to compound revenue growth across overlapping 2025–2027 periods and 50% to TSR versus the Nasdaq Composite, indicating pay-for-performance alignment for executives; the company also reported Q3 2025 revenue growth of 84.7% YoY to $334.2M and turned positive adjusted EBITDA, key operational metrics under the CFO’s purview .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tempus AI | Chief Financial Officer | Apr 2021–Present | Principal financial officer signing SEC filings; oversees capital markets, reporting, controls . |
| Tempus AI | Vice President of Finance | Apr 2020–Apr 2021 | Led finance as company scaled pre-IPO . |
| Tempus AI | Senior Director of Finance | Aug 2017–Apr 2020 | Built finance operations during rapid growth . |
| Groupon, Inc. | Lead FP&A, North America | Feb 2017–Aug 2017 | Drove FP&A for a large operating region . |
| Groupon, Inc. | Financial Controller, Asia Pacific | Jan 2015–Jan 2017 | Managed APAC financial control across geographies . |
| Groupon, Inc. | Various finance roles | Apr 2011–Aug 2017 | Progressive roles across finance functions . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No external public company directorships disclosed for Rogers . |
Fixed Compensation
| Component | FY 2024 | FY 2025 | Notes |
|---|---|---|---|
| Base Salary ($) | Not disclosed (Rogers not a 2024 NEO) . | Not disclosed | The proxy, as an EGC, only discloses NEOs (CEO, COO, GC) . |
| Target Bonus (% of Base) | — | 50% of base salary (under 2025 Bonus Plan) . | Payable in cash or fully vested RSUs subject to pre-set performance goals . |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Compound Revenue Growth (CRG) PSUs (2025–2027 overlapping periods) | 50% of PSUs granted in Q3’25 company-wide . | Not disclosed . | Not disclosed . | Not disclosed . | Service periods: 18/27/36 months for 2025/2025–26/2025–27 tranches . |
| TSR vs Nasdaq Composite PSUs (2025–2027 overlapping periods) | 50% of PSUs granted in Q3’25 company-wide . | Not disclosed . | Not disclosed . | Not disclosed . | Service periods: 12/24/36 months; Monte Carlo valuation with 75% expected volatility and 3.63–3.88% risk-free rates . |
• Notes: Tempus granted 2,569,600 PSUs in Q3 2025 with the above structure; the filing describes company-wide PSU terms, but CFO-specific grant amounts are not disclosed in the proxy or 10-K .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | Not listed for Rogers in DEF 14A ownership table (table covers directors and 2024 NEOs) . |
| Insider Trading Arrangements | Adopted a Rule 10b5-1 plan on Sep 11, 2025; plan expires Dec 31, 2026 . |
| Planned Sales under 10b5-1 | (i) 11,056 shares of Class A; and (ii) up to 100% of net shares received upon vesting of an aggregate 109,217 RSUs, net of tax withholding; aggregate maximum depends on tax withholding . |
| Hedging/Pledging Policy | Hedging transactions and pledging/margin accounts are prohibited for directors, officers, employees per Insider Trading Policy . |
| Ownership Guidelines | Not disclosed in the DEF 14A . |
Insider Selling Pressure Timeline
| Action | Date | Plan Term | Shares to be Sold / Coverage |
|---|---|---|---|
| Rule 10b5-1 Plan Adoption (Rogers, CFO) | Sep 11, 2025 . | Trading commences after cooling-off; through Dec 31, 2026 . | 11,056 shares + up to 100% of net RSU vesting from 109,217 RSUs . |
Employment Terms
| Provision | Detail |
|---|---|
| Employment Agreement | Not disclosed for Rogers in DEF 14A; employment agreements disclosed for GC (Polovin), not CFO . |
| Severance & CIC | Not disclosed for Rogers; for context, GC’s agreement includes 12 months salary/benefits and equity vesting continuation, and full acceleration on double-trigger CIC; no inference to CFO terms . |
| Clawback | Incentive Compensation Recoupment Policy compliant with SEC/Nasdaq, applies to current/former executive officers for incentive comp tied to financial reporting measures received on/after Jun 14, 2024 . |
| 10b5-1 Plan Cooling-Off | Trading begins only after Rule 10b5-1 cooling-off period . |
Performance & Track Record
| Metric | Q3 2024 | Q3 2025 |
|---|---|---|
| Revenue ($000s) | 180,929 | 334,206 |
| Gross Profit ($000s) | 105,839 | 209,942 |
| Loss from Operations ($000s) | (53,616) | (60,996) |
| Net Loss ($000s) | (75,840) | (79,982) |
| Adjusted EBITDA ($000s) | (21,843) | 1,476 |
| Non-GAAP Net Loss/Share ($) | (0.24) | (0.11) |
• Guidance and CFO Communication: FY25 revenue guidance raised to ~$1.265B (~80% growth); Q4 Adjusted EBITDA expected ~$20M, implying slightly positive FY Adjusted EBITDA; investor materials include a letter from CEO and CFO discussed on the Nov 4, 2025 call .
• CFO Certifications: Rogers signed Sarbanes-Oxley 31.2 and 32.1 certifications for FY 2024 10-K and Q3 2025 10-Q, affirming fair presentation and compliance; he also signed the Q3 2025 8-K .
Compensation Structure Analysis
- Equity-heavy incentives via RSUs/PSUs with overlapping CRG and TSR structures suggest multi-year alignment to growth and market-relative performance, using graded vesting over 12–36 months, which can support retention but creates periodic sellable share flow upon vesting .
- EGC status limits compensation disclosures to NEOs; CFO-specific base and equity grant details are not in the 2025 proxy, constraining full pay-for-performance benchmarking for Rogers .
- Clawback and anti-hedging/pledging policies strengthen governance alignment and limit misaligned risk-taking or collateralization signals .
Vesting Schedules and Insider Selling Dynamics
| Element | Schedule/Terms |
|---|---|
| CRG PSUs | Service periods: 18/27/36 months across 2025/2025–26/2025–27 tranches; vest if CRG achieved per tranche with graded vesting . |
| TSR PSUs | Service periods: 12/24/36 months; market condition vs Nasdaq Composite; Monte Carlo valuation inputs include 75% expected volatility and 0% dividend yield . |
| Rogers 10b5-1 Plan | Permits sale of 11,056 existing shares and up to 100% of net RSU vesting from 109,217 RSUs through Dec 31, 2026, implying ongoing potential supply around vest dates net of tax . |
Equity Ownership & Governance Context
- Dual-class voting: Class B carries 30 votes/share; as of Mar 18, 2025, directors/executives as a group held 60.7% combined voting power, primarily via the founder’s holdings; Rogers is not itemized in the table, so his ownership stake is not disclosed in the proxy .
- Class B protective provisions and conversion mechanics, plus Nevada reincorporation plan, indicate governance structures that can affect takeover dynamics and director removal thresholds, with implications for long-term strategic flexibility under Rogers’ finance leadership .
Say-on-Pay & Shareholder Feedback
- As an Emerging Growth Company, Tempus is exempt from mandatory say-on-pay votes; thus, there are no historical say-on-pay approval percentages or shareholder advisory feedback disclosed for executive compensation, including CFO Rogers .
Investment Implications
- Near-term selling pressure: Rogers’ 10b5-1 plan allows sales of 11,056 shares plus up to 100% of net RSU vesting from 109,217 RSUs through Dec 31, 2026, creating predictable vest-linked supply that traders should monitor around quarterly vest dates and blackout windows .
- Pay-for-performance alignment: Company-wide PSUs tied to CRG and TSR with graded vesting embed multi-year growth and market-relative hurdles; although CFO-specific awards are undisclosed, the structure supports retention and performance linkage, with governance backstops via clawback and anti-hedging policies .
- Execution track record: Under Rogers, Tempus delivered 84.7% YoY revenue growth and positive adjusted EBITDA in Q3 2025 and raised FY25 revenue guidance to ~$1.265B, signaling improving operating leverage; financing terms (e.g., capped call at $111.195 and cloud-linked convertible note amendments) reflect active capital structure management that can influence dilution trajectories and cash needs .
- Disclosure gaps: As an EGC, the proxy omits CFO’s detailed compensation/ownership; investors should rely on 10b5-1 disclosures, PSU frameworks, and performance trends until full NEO status or future filings provide CFO-specific metrics .