Theodore Leonsis
About Theodore J. Leonsis
Independent director of Tempus AI since January 2019; age 69; Chair of the Nominating and Corporate Governance Committee and member of the Executive Committee . Background includes: General Partner at Revolution Growth since 2011 and Founder/CEO/Chairman of Monumental Sports & Entertainment since 1999; BA from Georgetown University . Board determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Monumental Sports & Entertainment, LLC | Founder, Chairman, Majority Owner, CEO | Since 1999 | Operates Wizards, Capitals, Mystics, eSports assets; media network |
| Revolution Growth | Co‑founder; General Partner | Since 2011 | Private investment firm leadership |
| Groupon, Inc. | Director; Chairman (Aug 2013–Nov 2015; again since Jun 2020) | Since Jun 2009 | Board leadership; technology/consumer experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Express Co. | Director | Since Jul 2010 | Not disclosed in TEM proxy |
| Groupon, Inc. | Director; Chairman (historical, resumed Jun 2020) | Since Jun 2009 | Board leadership |
Board Governance
- Committee memberships: Chair, Nominating & Corporate Governance; Member, Executive Committee .
- Independence: Board affirmatively determined Leonsis is independent .
- Attendance: In 2024, Board met 4x; Audit 5x; Compensation 2x; Executive 2x; Nominating did not meet. No director attended fewer than 75% of meetings of the Board and their committees .
- Board control context: Founder/CEO Eric Lefkofsky and affiliates hold ~59.9% combined voting power via dual‑class shares, shaping governance dynamics .
- Reincorporation to Nevada: Approved by stockholders; Nevada law broadens director/officer exculpation and allows consideration of broader constituencies; potential perception shift in shareholder rights vs. board flexibility .
Fixed Compensation (Director)
| Item | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $31,250 | Reported for 2024; annual policy retainer is $50,000 plus $12,500 per committee membership (effective at IPO) |
| Equity awards (RSUs, grant-date fair value) | $500,018 | Part of standard non‑employee director equity; vesting over time |
| Total | $531,268 | 2024 director compensation reported |
Policy details:
- Annual cash retainer: $50,000; +$12,500 for Audit, Compensation, and Nominating committee memberships; +$12,500 for non‑executive chair or lead independent director (if any) .
- Ability to elect cash-to-RSUs; quarterly vesting of elected RSUs .
- Hedging/pledging prohibited; no margin accounts or public options trading on company stock .
- Director deferred compensation plan (Aug 2024): permits deferral of RSU settlement to separation or change in control; DSUs settle in Class A shares at trigger .
Performance Compensation (Director)
| Metric/Instrument | Grant details | Vesting | Notes |
|---|---|---|---|
| IPO RSU grant (standard) | 13,514 RSUs to each non‑employee director (grant-date fair value $500,000) | Equal quarterly installments over 5 years starting Sept 13, 2024 | Company policy statement; time‑based, not performance‑based |
| Annual RSU grant | $125,000 grant-date fair value at each annual meeting | Vests by next annual meeting or first anniversary | Time‑based equity; directors have no disclosed performance metrics |
The proxy does not disclose director performance metrics (e.g., TSR/EBITDA/ESG) tied to pay; director equity is time‑based RSUs per policy .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Current public boards | American Express (since 2010); Groupon (since 2009; Chair periods 2013–2015 and since June 2020) |
| Investment affiliations | General Partner, Revolution Growth |
| Independence determination | Board reviewed relationships; Leonsis deemed independent |
Expertise & Qualifications
- Operational leadership (sports/media/technology), investment and financial experience; public company board service .
- Governance capacity evidenced by chairing Nominating & Corporate Governance Committee .
Equity Ownership
| Holder | Shares | Ownership form |
|---|---|---|
| Revolution Growth III, LP | 1,261,718 Class A | Indirect; Leonsis may share dispositive power via investment committee |
| Revolution Growth Management Company, Inc. | 205,847 Class A | Indirect; board membership provides shared dispositive power |
| Theodore J. Leonsis Revocable Trust | 96,436 Class A | Indirect |
| Theodore J. Leonsis | 2,027 Class A | Direct |
| Total beneficial ownership | 1,566,028 Class A | Less than 1% of Class A; no Class B reported for Leonsis |
RSUs outstanding (as of 12/31/2024):
- 12,838 shares underlying RSUs for Leonsis .
Policies enhancing alignment:
- Hedging and pledging prohibited; margin accounts barred .
Insider Trades (Form 4 signals)
| Date | Type | Shares | Price | Post‑trade holdings | Source |
|---|---|---|---|---|---|
| Dec 11, 2024 | Sale | 233,149 | Noted on filing | — | |
| Jun 11, 2025 | Sale | 205,847 | $67.66 | 187,316 (combined direct/indirect) | |
| May 20, 2025 | Equity award | 1,997 units | $0 (grant) | 393,163 | |
| Aug 13, 2025 | Sale | 44,000 | $69.90 | 102,267 | |
| Aug 26, 2025 | Sale | 20,000 | $75.83 (weighted avg.) | 82,267 |
Voting outcome signal: At the May 20, 2025 annual meeting, Leonsis received 231,044,224 “For” vs. 12,037,036 “Withhold” votes; Proposal 3 to reincorporate to Nevada passed (229,810,726 “For”) .
Governance Assessment
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Strengths:
- Independent status; chairs key governance committee; broad operational/investment expertise .
- Clear director pay framework; equity alignment via multi‑year RSU vesting; anti‑hedging/pledging policy .
- Strong attendance across Board/committees (≥75%) .
-
Watch items / RED FLAGS:
- Nominating & Corporate Governance Committee did not meet in 2024 despite chair role—evaluate cadence given IPO timing and committee responsibilities .
- Concentrated voting control by Founder/CEO (59.9% voting power) can dilute independent director influence, especially on contested matters .
- Nevada reincorporation shifts legal framework toward broader director/officer protections; assess investor rights impacts and board accountability under NRS .
-
Related‑party exposure:
- Proxy enumerates several related‑party arrangements (e.g., Pathos, aircraft charters) tied to CEO/affiliates; no specific related‑party transactions disclosed for Leonsis .
-
Shareholder feedback:
- EGC status—no say‑on‑pay required; voting results show director approvals and ratification of auditors; reincorporation approved .
Overall, Leonsis presents credible governance leadership and independence with meaningful equity exposure via fund and trust holdings, tempered by board control dynamics and the legal environment transition to Nevada .