Scott Gottlieb
About Scott Gottlieb
Scott Gottlieb, M.D. (age 52) is an independent director of Tempus AI, Inc. (TEM) who has served on the Board since October 2019. He is a physician and public health policy expert, formerly the 23rd Commissioner of the U.S. Food and Drug Administration (May 2017–April 2019). He holds a B.A. from Wesleyan University and an M.D. from the Mount Sinai School of Medicine, and currently brings deep regulatory and life sciences expertise from roles at New Enterprise Associates (NEA) and the American Enterprise Institute (AEI) .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| U.S. Food & Drug Administration | Commissioner (23rd) | May 2017 – Apr 2019 | Led FDA; significant regulatory leadership applicable to TEM’s precision medicine domain |
| NEA (New Enterprise Associates) | Venture Partner | Jan 2007 – May 2017 | Healthcare investing; predecessor to current Partner role |
| Centers for Medicare & Medicaid Services | Senior Advisor to the Administrator | 2004 | Health policy and reimbursement exposure |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Pfizer Inc. | Director | Jun 2019 | Large-cap biopharma board experience |
| Illumina, Inc. | Director | Feb 2020 | Leading genomics tools supplier; relevant to TEM’s ecosystem |
| NEA | Partner, healthcare investment team | Apr 2019 | Investing/board network; potential interlocks in healthcare |
| American Enterprise Institute | Resident Fellow | Apr 2021 | Health policy thought leadership |
| Mount Sinai Health System | Board, Executive Committee; Co-chairs Education Committee | — | Healthcare governance exposure |
| Wesleyan University | Director | — | Higher ed governance |
Board Governance
- Committee assignments: Nominating and Corporate Governance Committee (member; not Chair). The Nominating and Corporate Governance Committee membership: Chair Theodore J. Leonsis; members Jennifer A. Doudna, Ph.D., and Scott Gottlieb, M.D.; Eric Lefkofsky serves as an observer .
- Independence: The Board determined Dr. Gottlieb to be independent under Nasdaq standards; TEM states eight of nine directors are independent including Gottlieb .
- Attendance and engagement: In 2024, the Board met 4 times; Nominating and Corporate Governance Committee did not meet; no director attended fewer than 75% of aggregate board and committee meetings during the period served .
- Shareholder support (2025 election): Votes For 231,702,607; Withheld 11,378,653; Broker Non-Votes 16,157,514 .
Fixed Compensation
| Component (FY2024) | Amount (USD) |
|---|---|
| Cash Fees | $56,250 |
| Stock Awards (RSUs, grant-date fair value) | $500,018 |
| Total | $556,268 |
Policy details and structure:
- Standard retainers: $50,000 annual cash retainer; additional $12,500 per year for each committee membership; extra $12,500 for non-executive chair/lead independent director if any .
- Equity: Each non-employee director received 13,514 RSUs at IPO (grant-date value $500,000) vesting in substantially equal quarterly installments over five years starting September 13, 2024; annual RSU grant of $125,000 at each annual meeting going forward; five-year “refresh” RSU of $500,000 at fifth anniversary .
- Deferral: Directors can elect to receive cash retainers in RSUs; TEM maintains a Directors Deferred Compensation Plan allowing settlement of RSUs upon separation or change in control (converted to deferred stock units) .
Performance Compensation
- Director equity is time-based RSUs; no director performance-vesting metrics (e.g., revenue growth, TSR, ESG) are disclosed for non-employee directors .
- Options: None disclosed for directors in 2024; equity form is RSUs under 2015/2024 plans .
| Performance Metric | Weight/Target | Outcome | Impact on Pay |
|---|---|---|---|
| Not disclosed for directors | — | — | Director equity vests time-based (no performance criteria) |
Other Directorships & Interlocks
| Company/Entity | Type | Potential Interlock/Note |
|---|---|---|
| Pfizer Inc. | Public company | External directorship; no TEM-related transactions disclosed |
| Illumina, Inc. | Public company | External directorship; no TEM-related transactions disclosed |
| NEA | Investment firm | Dr. Gottlieb is Partner; TEM director Peter J. Barris is NEA Chairman Emeritus—board-level network linkage; Board affirms independence after reviewing relationships . |
No related-party transactions involving Dr. Gottlieb are disclosed in the 2025 proxy; TEM’s audit committee reviews related-person transactions per policy .
Expertise & Qualifications
- Regulatory/Policy: Former FDA Commissioner (2017–2019); CMS senior advisor (2004) .
- Capital Allocation/Investing: Partner at NEA’s healthcare investment team .
- Industry Governance: Director at Pfizer and Illumina; health system governance at Mount Sinai .
- Academic/Policy Thought Leadership: Resident Fellow at AEI; media contributor (CNBC; CBS Face the Nation) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (3/18/2025) | 32,939 Class A shares total, including 29,087 owned + 3,852 RSUs vesting within 60 days; <1% ownership |
| RSUs outstanding (12/31/2024) | 87,264 shares underlying outstanding RSUs |
| Pledging/Hedging | Company policy prohibits hedging, publicly-traded options, holding in margin accounts, and pledging by directors |
Governance Assessment
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Strengths:
- Deep regulatory and life sciences expertise directly relevant to TEM’s business; independent status and seat on the Nominating and Corporate Governance Committee (which oversees governance and ESG) support board effectiveness .
- Strong shareholder support in 2025 election; director compensation tilted toward equity (alignment) with robust hedging/pledging prohibitions .
-
Watch items / potential conflicts:
- External boards at Pfizer and Illumina create industry overlap; while no related-party transactions are disclosed, continued monitoring for conflicts and recusals on overlapping matters is prudent .
- Nominating and Corporate Governance Committee did not meet in 2024—TEM should ensure regular cadence as a newly public company to sustain governance best practices .
- Founder control: Eric Lefkofsky controls ~59.9% of voting power via Class B super-voting shares, which can constrain independent director influence; reinforces the need for strong committee processes and independent oversight .
-
Compensation alignment:
- 2024 mix is predominantly equity (time-based RSUs), with standardized retainers; structure aligns directors with long-term shareholders but lacks performance-vesting features (common for directors) .
-
Policies/controls:
- Formal insider trading, hedging/pledging bans and related-party transaction policy mitigate governance risk; Nasdaq-compliant clawback policy (executive-focused) is in place .
Overall: Gottlieb brings high-value FDA and industry expertise with broad board networks; independence affirmed. Primary governance risk is founder voting control, not director-specific behavior. No disclosed related-party conflicts tied to Gottlieb; shareholder support is solid. Continuous engagement by the Nominating and Corporate Governance Committee should be prioritized to reinforce governance quality post-IPO .