Nadja West
About Nadja West
Nadja West, M.D., age 63, has served as an independent director of Tempus AI, Inc. since April 2021. She is the former 44th Surgeon General of the U.S. Army and Commanding General of the U.S. Army Medical Command (December 2015–October 2019). Dr. West holds a B.S. from the United States Military Academy (West Point), an M.D. from George Washington University School of Medicine, and an M.S. from National War College, and is recognized for executive and operational leadership in healthcare strategy and management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Army Medical Command | Commanding General | Dec 2015 – Oct 2019 | Led Army medical enterprise (operational leadership) |
| U.S. Army | 44th Surgeon General | Dec 2015 – Oct 2019 | Senior medical leadership of U.S. Army |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson | Director | Since Dec 2020 | Not disclosed |
| Tenet Healthcare Corp | Director | Since Oct 2019 | Not disclosed |
| Nucor Corporation | Director | Since Sep 2019 | Not disclosed |
| NCAA Board of Governors | Independent Member | Recently appointed | Governance oversight |
| National Recreation Foundation | Trustee | Current | Not disclosed |
| Mount St. Mary’s University | Trustee | Current | Not disclosed |
| Americares | Board Member | Current | Not disclosed |
| The Woodruff Foundation | Board Member | Current | Not disclosed |
Board Governance
- Committee assignments: Compensation Committee member; chair is Peter J. Barris. Audit Committee (Belcher, Barris, Frederick) and Nominating & Corporate Governance Committee (Leonsis, Doudna, Gottlieb) do not list Dr. West as a member .
- Independence: Board determined all non-employee directors, including Dr. West, are independent under Nasdaq standards .
- Years of service: Director since April 2021 .
- Lead Independent Director / Non-executive Chair: Policy references an added retainer for such roles if any; specific appointment not disclosed .
- Executive Committee: Exists (Barris, Leonsis, Lefkofsky); Dr. West is not listed as a member .
- Attendance: Not disclosed in S-1 or DEF 14C.
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 75,000 | 50,000 |
| Stock Awards ($) | — (no stock awards disclosed for West) | 500,018 |
| Total ($) | 75,000 | 550,018 |
Policy parameters (non-employee directors):
- Annual cash retainer $50,000; additional $12,500 per committee membership; $12,500 for non-executive chair or lead independent director if applicable .
- Initial RSU grant $500,000 at appointment; annual RSU $125,000 at each annual meeting; refresh RSU $500,000 at 5th anniversary .
- Directors may elect to receive some or all eligible cash compensation in RSUs; quarterly arrears payment; RSUs generally vest quarterly .
- Compensation cap: ≤$750,000 total value per year (stock grant-date fair value + cash), or ≤$1,000,000 in the year first appointed/elected .
Performance Compensation
| Award | Grant Detail | Vesting | Value/Shares |
|---|---|---|---|
| Initial IPO RSU grant to non-employee directors (including West) | Granted effective as of IPO Date; 13,514 RSUs (grant-date FV $500,000) | Substantially equal quarterly installments over five years commencing September 13, 2024 | $500,000 / 13,514 RSUs |
| Annual RSU grant | On each annual stockholder meeting date | Vests by earlier of first anniversary or next annual meeting | $125,000 grant-date FV |
| Refresh RSU grant | On the 5th anniversary of initial RSU grant/IPO grant | As set by plan; subject to service | $500,000 grant-date FV |
- Performance metrics: None disclosed for director awards; RSUs are time-based; Compensation Committee oversees clawback policies .
Other Directorships & Interlocks
| Company/Entity | Type | Potential Interlock/Conflict |
|---|---|---|
| Johnson & Johnson | Public company board | No related-party transactions disclosed with Tempus; potential industry proximity (healthcare) noted without specific transactions . |
| Tenet Healthcare | Public company board | No related-party transactions disclosed with Tempus . |
| Nucor Corporation | Public company board | Industrial; no interlock with Tempus disclosed . |
| Non-profit/Academic roles | Trustee/Board Member | No related-party transactions disclosed . |
Expertise & Qualifications
- Executive leadership in large-scale healthcare systems (U.S. Army Surgeon General; Commanding General, U.S. Army Medical Command) .
- Education: B.S. (West Point), M.D. (George Washington University), M.S. (National War College) .
- Board qualifications: Strategic planning and healthcare management expertise cited by Tempus .
Equity Ownership
| Metric | Dec 31, 2024 | Aug 8, 2025 |
|---|---|---|
| Class A Shares Owned | 23,277 | 18,685 |
| RSUs Outstanding (aggregate) | 36,588 | — |
| RSUs vesting within 60 days | — | 7,027 |
| Beneficial Ownership (%) | <1% (denoted by “*”) | <1% (denoted by “*”) |
Notes:
- Aug 8, 2025 breakdown: 11,658 shares held + 7,027 RSUs vesting within 60 days = 18,685 beneficially owned shares; percentage flagged as “*” (less than 1%) .
- Voting power context: Dual-class structure; Class B carries 30 votes/share (all held by CEO Eric Lefkofsky), Class A carries 1 vote/share .
Governance Assessment
- Board effectiveness: West’s healthcare leadership and multi-board experience support Compensation Committee oversight and executive pay discipline. Her independence and role on the Compensation Committee align with strong governance practices (independent oversight; clawback policy oversight) .
- Alignment: Director pay is equity-heavy post-IPO (initial $500k RSU; annual $125k RSU), creating long-term alignment via time-based vesting. 2024 compensation totaled $550,018, within the $750,000 annual cap, with continued service-based vesting .
- Environment risk: Controlled-company dynamics—CEO/chair holds ~62.4% voting power; also an observer on Nominating & Corporate Governance Committee—can influence board composition and limit minority shareholder influence .
RED FLAGS
- Controlled-company voting concentration and CEO observer status on Nominating & Corporate Governance Committee may constrain board independence; monitor director nomination processes and committee autonomy .
- 2024 Plan permits option/SAR repricing (with participant consent), which is shareholder-unfriendly if used; monitor any future repricing actions affecting directors or executives .
- Multiple external public company boards (JNJ, Tenet, Nucor) plus non-profit roles increases time commitments; attendance not disclosed—monitor for engagement signals in future proxy filings .
Items not disclosed: Board meeting attendance, director stock ownership guidelines, hedging/pledging policies applicable to directors, related-party transactions involving Dr. West, committee-specific fees actually paid to Dr. West (beyond total cash reported), and insider trading activity.