Ryan Fukushima
About Ryan Fukushima
Ryan Fukushima, age 39, is Chief Operating Officer of Tempus AI and has served in this role since September 2015. He holds a B.S. from California Polytechnic University and an MBA from the Ross School of Business at the University of Michigan; prior to Tempus, he was an Entrepreneur‑in‑Residence and Vice President at Lightbank LLC, and he currently serves as CEO and a director of Pathos AI, Inc. . Tempus is an emerging growth company and provides limited executive compensation disclosures; no executive‑specific TSR, revenue growth, or EBITDA growth metrics were disclosed for Fukushima in the proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lightbank LLC | Entrepreneur‑in‑Residence; Vice President | Feb 2014 – Sep 2015 | Private investment firm specializing in IT; operating and investing experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pathos AI, Inc. | Chief Executive Officer; Director | Current | External leadership and board responsibilities disclosed; Tempus prorated 2024 salary due to time devoted to outside activities |
Fixed Compensation
| Year | Base Salary (USD) | Target Bonus % of Base | Actual Bonus (USD) |
|---|---|---|---|
| 2023 | $390,625 | Not disclosed | $225,000 |
| 2024 | $375,000 (75% proration due to Pathos activities) | Not disclosed | $250,000 (discretionary, approved Feb 2025) |
| 2025 | $375,000 (remains at 2024 level) | 66.7% | Not disclosed |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Bonus (2024) | Discretionary (recognition of 2024 efforts) | N/A | Not disclosed | Not disclosed | $250,000 (cash) | N/A |
| Annual Bonus (2025 eligibility) | Performance-based under 2024 Plan | Not disclosed | 66.7% of base | Not disclosed | Not disclosed | Cash or fully vested RSUs |
| Company PSUs (2025 grants) | Compound Revenue Growth (CRG) across 1/2/3-year overlapping performance periods | 50% | Not disclosed | Not disclosed | Not disclosed | Service periods: 18/27/36 months |
| Company PSUs (2025 grants) | Relative TSR vs Nasdaq Composite across 1/2/3-year overlapping performance periods | 50% | Not disclosed | Not disclosed | Not disclosed | Service periods: 12/24/36 months; Monte Carlo valuation |
Note: The company disclosed PSU program terms and aggregate grants; it did not disclose whether Fukushima personally received PSUs in 2025. His 2024 equity grant was RSUs (time‑based) .
Equity Ownership & Alignment
- Beneficial Ownership (as of March 18, 2025): 977,603 Class A shares; less than 1% of outstanding; combined voting power not material (Class B carries 30 votes/share, and Fukushima holds no Class B) .
- Hedging/Pledging: Insider Trading Policy prohibits hedging transactions and pledging or holding Tempus stock in margin accounts; directors/officers are restricted from derivatives or hedging that offsets stock value declines .
- 10b5‑1 Plans: In Q3 2025, Tempus disclosed new/adopted Rule 10b5‑1 plans for certain insiders (Doudna, Polovin, Rogers, Phelps); Fukushima was not listed as adopting or terminating a plan in that quarter .
Outstanding Equity Awards (Unvested as of Dec 31, 2024)
| Grant Date | Vesting Commencement Date | Unvested Units (#) | Market Value at 12/31/2024 (USD) | Vesting Schedule / Notes |
|---|---|---|---|---|
| Apr 21, 2021 (PSUs converted to RSUs) | Feb 1, 2021 | 9,375 | $316,500 | 1/4 at 1st anniversary, then 1/12 quarterly; Liquidity Event satisfied at IPO |
| Apr 21, 2021 (RSUs) | Feb 1, 2021 | 219 | $7,393 | 1/4 at 1st anniversary, then 1/12 quarterly; Liquidity Event satisfied at IPO |
| Jan 3, 2022 (RSUs) | Jan 3, 2022 | 33,750 | $1,139,400 | 1/5 at 1st anniversary, then 1/16 quarterly; Liquidity Event satisfied at IPO |
| Apr 18, 2023 (RSUs) | Mar 15, 2023 | 16,250 | $548,600 | 1/5 at 1st anniversary, then 1/16 quarterly; Liquidity Event satisfied at IPO |
| Jul 18, 2023 (RSUs) | Mar 31, 2023 | 100,000 | $3,376,000 | Schedule as above for (6): 1/5 then 1/16 quarterly |
| Aug 1, 2024 (RSUs) | Jun 15, 2024 | 100,000 | $3,376,000 | 20 quarters: 20 equal quarterly installments after 1/5 cliff vest on Jun 15, 2025 |
Equity Grant Practices (Company-Level)
| Program | Shares Granted | Period | Notes |
|---|---|---|---|
| RSUs Granted (Company) | 495,389 (Q3); 2,334,059 (9M) | Three and nine months ended Sep 30, 2025 | Time-based RSUs under 2024 Plan |
| PSUs Granted (Company) | 2,569,600 | Three and nine months ended Sep 30, 2025 | 50% CRG; 50% TSR; weighted-average GDFV $53.32 |
Employment Terms
- Status: At‑will; standard IP and inventions assignment agreement executed .
- Base & Bonus Eligibility: Initial base $375,000; for 2025 base remains $375,000; eligible for an annual performance‑based bonus under the 2024 Plan with target 66.7% of base, payable in cash or fully vested RSUs .
- Severance (non‑CoC): If resigns for Good Reason or terminated without Cause, then (i) 12 months base salary continuation; (ii) up to 12 months employer‑paid health plan premiums; and (iii) time‑based vesting continues for 6 months post‑separation .
- Change‑of‑Control: Double‑trigger acceleration—full vesting of all unvested equity if Good Reason resignation or termination without Cause within 2 months prior to or 12 months after effective date of a Change‑in‑Control (defined in 2015 Plan) .
- Clawback: Nasdaq/SEC‑compliant Incentive Compensation Recoupment Policy for incentive compensation tied to financial reporting measures when a restatement is required; applies to compensation received on/after June 14, 2024 .
Compensation Summary (Multi‑Year)
| Name | Year | Salary (USD) | Bonus (USD) | Stock Awards (USD) | All Other Compensation (USD) | Total (USD) |
|---|---|---|---|---|---|---|
| Ryan Fukushima (COO) | 2023 | $390,625 | $225,000 | $4,604,250 | $76,368 | $5,296,243 |
| Ryan Fukushima (COO) | 2024 | $375,000 | $250,000 | $3,928,000 | $74,304 | $4,627,304 |
Perquisites: 2024 “All Other Compensation” primarily a housing stipend of $74,304 .
2024 bonus was discretionary (approved February 2025) .
Equity Ownership & Beneficial Holdings (as of March 18, 2025)
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | Combined Voting Power (%) |
|---|---|---|---|---|---|
| Ryan Fukushima | 977,603 | <1% | — | — | — |
Additional Context: Equity Plan Capacity and Stock‑Based Compensation
- 2024 Equity Incentive Plan evergreen: Share reserve auto‑increases annually to maintain 5% of total outstanding shares (A+B) unless reduced by the Board; ISO cap 22,290,000 shares; remaining issuable under plan as of Sep 30, 2025: 3,356,949 Class A shares .
- Unrecognized company‑wide stock‑based compensation at Sep 30, 2025: $296.8 million, expected to be recognized over the next ~2.5 years .
Investment Implications
- Alignment and retention: Fukushima holds material unvested RSU tranches with long, quarterly schedules (including 100,000 RSU grants in 2023 and 2024), supporting multi‑year retention and alignment; company policy prohibits hedging and pledging, further supporting shareholder alignment .
- Change‑in‑control economics: Fukushima’s equity fully accelerates on a double‑trigger basis (termination without Cause/Good Reason within CoC window), creating potential payout sensitivity to M&A but preserving retention incentives absent termination .
- Near‑term selling pressure: Q3 2025 10b5‑1 adoption was disclosed for other insiders but not Fukushima, suggesting limited pre‑scheduled selling from him in that quarter; however, quarterly RSU vesting cadence implies ongoing potential for periodic sales to cover taxes/portfolio diversification over time .
- Cash vs equity mix: 2024 compensation relied heavily on equity ($3.93M RSUs vs $0.625M cash), consistent with growth‑stage pay‑for‑performance philosophy; 2024 bonus was discretionary, and 2025 bonus framework sets a 66.7% of base target under the 2024 Plan .
- Governance and risk controls: The clawback policy compliant with SEC/Nasdaq and strict hedging/pledging prohibitions reduce governance risk; Tempus’s emerging growth status defers say‑on‑pay, which can limit direct shareholder feedback in the near term .