TEMPUS AI INC CLASS A (TEM)
Sector: Health Care
2026 Annual Meeting Analysis
TEMPUS AI INC CLASS A · Meeting: May 21, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
As founder and CEO, Lefkofsky is subject to the TSR trigger, but TEM's 3-year price return of +18.2% outperforms the peer group median of -13.2% by +31.4pp, well below the 35pp underperformance threshold required to trigger an AGAINST vote; no overboarding, attendance, or independence concerns apply.
Barris serves on one other public company board (Sprout Social), well within the four-board limit; the TSR trigger does not apply given TEM's strong outperformance of its peer group; he brings relevant venture capital and financial expertise and meets all independence requirements.
Belcher serves on no other public company boards, qualifies as an audit committee financial expert, meets all independence requirements, and the TSR trigger does not apply given TEM's outperformance of its peer group.
Doudna serves on one other public company board (Johnson & Johnson), well within the four-board limit; the TSR trigger does not apply; her scientific expertise in genomics is highly relevant to Tempus's business.
Epstein joined the board in February 2024, giving him approximately 26 months of tenure — just over the 24-month new-director exemption window — but the TSR trigger does not fire given TEM's peer outperformance; his life sciences executive background is highly relevant, and a related-party transaction with Ottimo Pharma (where he is CEO) is modest at $250,000 and was disclosed.
Frederick serves on three other public company boards (Workday, Insulet, Humana), within the four-board limit; he qualifies as an audit committee financial expert, meets all independence requirements, and the TSR trigger does not apply.
Gottlieb serves on three other public company boards (UnitedHealth, Illumina, Pfizer), within the four-board limit; the TSR trigger does not apply given TEM's peer outperformance; his healthcare policy expertise is directly relevant to Tempus's business.
Leonsis serves on two other public company boards (American Express, Groupon), within the four-board limit; the TSR trigger does not apply; his operational and investment experience is relevant, and attendance was satisfactory in 2025.
West serves on three other public company boards (Johnson & Johnson, Tenet Healthcare, Nucor), within the four-board limit; the TSR trigger does not apply given TEM's peer outperformance; her healthcare executive background is relevant to Tempus's business.
All nine director nominees pass the policy screens. TEM's 3-year price return of +18.2% outperforms the peer group median of -13.2% by +31.4pp, well below the 35pp threshold required to trigger an AGAINST vote. No director is overboarded, attendance was satisfactory for all directors in 2025, all audit and compensation committee members are independent, and no familial relationships with senior management are disclosed. A modest related-party transaction involving director Epstein (Ottimo Pharma, $250,000) is disclosed and does not impair his independence designation under Nasdaq standards.
Say on Pay
✗ AGAINSTCEO
Eric Lefkofsky
Total Comp
$41,495,833
Prior Support
N/A
CEO Eric Lefkofsky received total reported compensation of approximately $41.5 million in 2025, dominated by a single large performance stock award grant with a reported value of approximately $40 million — an extremely high figure for a healthcare-technology company with an $8.5 billion market cap, well above what a CEO in this sector and size band would typically receive. On the pay-for-performance side, the company missed its Adjusted EBITDA goal entirely yet the compensation committee used its discretion to pay executives at 90% of their bonus targets, citing unplanned acquisition costs and strong stock performance — this means the incentive plan did not function as intended, with payouts effectively decoupled from the stated financial targets. While the company's stock performance in 2025 was strong (+72% TSR) and the long-term equity awards use meaningful performance conditions tied to revenue growth and relative TSR, the absolute level of CEO pay is too high relative to company size and the committee's override of a missed financial target is a negative governance signal for shareholders evaluating this first-ever say-on-pay vote.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
7 yrs
Audit Fees
$4,910,000
Non-Audit Fees
$2,000
Non-audit fees of $2,000 represent less than 0.1% of audit fees of $4,910,000, far below the 50% threshold that would raise independence concerns; PwC has audited Tempus since 2019 (approximately 7 years), well below the 25-year tenure threshold; PwC is a Big 4 firm appropriate for a company of Tempus's size and complexity; no material restatements were disclosed.
Overall Assessment
The 2026 Tempus AI annual meeting presents three standard proposals: director elections, auditor ratification, and the company's first-ever say-on-pay and say-on-frequency votes. All nine director nominees pass the policy screens given TEM's strong outperformance of its disclosed peer group, the auditor relationship is clean with negligible non-audit fees, but CEO compensation of $41.5 million — driven by a single very large equity grant — is judged too high relative to the company's $8.5 billion market cap and sector benchmarks, and the committee's discretionary override of a missed EBITDA target further weakens confidence in the incentive structure, warranting an AGAINST vote on say-on-pay and a vote for annual (rather than triennial) say-on-pay frequency going forward.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing