DEF 14A of Tempus AI, Inc.
Filed Apr 7, 2026 · FY20250001193125-26-145528
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS There are currently nine members of the Board. Upon the recommendation of the Nominating and Corporate Governance Committee, our Board has considered and nominated the nine directors listed below for election to the Board at the Annual Meeting. The directors elected at the Annual Meeting will hold office until the 2027 annual meeting of stockholders, or in each case until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal. We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve. In the event that any of these nominees should become unavailable for election due to any presently unforeseen reason, proxies will be voted for a substitute as designated by the Board, or alternatively, the Board may leave a vacancy on the Board or reduce the size of the Board.
Nominees for Election to the Board of Directors
Nominees for Election to the Board of Directors
Our Board of Directors
Our Board of Directors The biographies of each of our director nominees are set forth below, including the offices held and other business directorships. Each of the biographies highlights specific experience, qualifications, attributes, and skills that led us to conclude that such person should serve as a director. We believe that, as a whole, our Board possesses the requisite skills and characteristics, leadership traits, work ethic, and independence to provide effective oversight. No director or executive officer is related by blood, marriage, or adoption to any other director or executive officer. No arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee.
Director Nominees for Election at the Annual Meeting
Director Nominees for Election at the Annual Meeting Director Biographies
Director Nominees for Election at the Annual Meeting
| Eric Lefkofsky Founder, Chief Executive Officer, Chairman | Age: 56 | Committee Membership: Executive Committee (Observer on the Nominating and Corporate Governance Committee) | | | Eric Lefkofsky is our Founder and has served as our Chief Executive Officer and a member of our board of directors since our inception. Before founding Tempus, Mr. Lefkofsky co-founded Groupon, Inc. in 2008, where he held various roles, including member of the board of directors (through November 2023), Chairman of the board of directors (November 2015 to June 2020), Executive Chairman (through August 2013) and Chief Executive Officer (August 2013 to November 2015). Mr. Lefkofsky also co-founded Lightbank LLC in 2008, a private venture capital firm specializing in investments in technology companies, and has served as its managing member since inception and General Partner since January 2019. Mr. Lefkofsky also co-founded InnerWorkings, Inc., Mediaocean, LLC, Echo Global Logistics, Inc., and Pathos AI, Inc., and served on each company’s board of directors or board of managers. In addition, Mr. Lefkofsky has served on the board of directors of Northwestern Memorial Healthcare since February 2024. Mr. Lefkofsky holds a bachelor’s degree from the University of Michigan and a J.D. from the University of Michigan Law School. We believe that Mr. Lefkofsky is qualified to serve on our board of directors because of his perspective and experience as our Founder and Chief Executive Officer, and his extensive knowledge of the venture capital and technology industries. | |
Director Nominees for Election at the Annual Meeting
| Peter J. Barris Director | Age: 74 | Committee Memberships: • Audit Committee • Compensation Committee • Executive Committee | | | Peter J. Barris has served as a member of our board of directors since September 2017. Mr. Barris currently serves on the board of directors of Sprout Social, Inc. since February 2011. Previously, Mr. Barris served on the board of directors of Berkshire Grey, Inc. from April 2016 to July 2023, ZeroFox Holdings, Inc. from April 2014 to June 2023, NextNav Inc. from July 2014 to August 2022 and Groupon from January 2008 to August 2022. Mr. Barris joined New Enterprise Associates, Inc., or NEA, a global venture capital fund investing in technology and healthcare, where he specialized in information technology investing, in 1992 and retired at the end of 2019. Prior to his retirement, Mr. Barris held several roles at NEA, including Managing General Partner from 1999 to 2017. After retiring in 2019, Mr. Barris now serves as Chairman Emeritus of NEA. Mr. Barris also serves as Chairman Emeritus of Northwestern University. Mr. Barris holds a B.S. from Northwestern University and an M.B.A. from the Tuck School of Business at Dartmouth University. We believe that Mr. Barris is qualified to serve on our board of directors because of his investment management and financial expertise, and his experience serving on public company boards. | | | Eric D. Belcher Director | Age: 57 | Committee Membership: Audit Committee | | | Eric D. Belcher has served as a member of our board of directors since January 2019. Mr. Belcher has served as the Chief Executive Officer of Market Track, LLC (d/b/a Numerator), a data and technology company in the market research industry, since June 2019. Mr. Belcher has also held various positions at InnerWorkings, Inc. since May 2005, including most recently serving as its Chief Executive Officer and President from January 2009 to April 2018. Mr. Belcher served as a member of the board of directors of InnerWorkings, Inc. from January 2009 to December 2018, including as the Chairman of its board of directors from April 2018 to September 2018. Mr. Belcher holds a bachelor’s degree from Bucknell University and an M.B.A. from the University of Chicago Booth School of Business. We believe that Mr. Belcher is qualified to serve on our board of directors because of his extensive experience in the technology industry and leading high growth companies. | | | Jennifer A. Doudna, Ph.D. Director | Age: 62 | Committee Membership: Nominating and Corporate Governance Committee | | | Jennifer A. Doudna, Ph.D. has served as a member of our board of directors since April 2021. Dr. Doudna has also served on the board of directors of Johnson & Johnson since April 2018. Since July 2002, Dr. Doudna has served as a Professor of Biochemistry & Molecular Biology at University of California, Berkeley, where she directs the Innovative Genomics Institute, a joint UC Berkeley-UC San Francisco center, holds the Li Ka Shing Chancellor’s Professorship in Biomedical and Health, and is the Chair of the Chancellor’s Advisory Committee on Biology. Since 2002, Dr. Doudna has served as Principal Investigator at the Doudna Lab at UC Berkeley. | |
Director Nominees for Election at the Annual Meeting
| | Dr. Doudna has founded and served on the Scientific Advisory Boards of Caribou Biosciences, Inc. and Intellia Therapeutics, Inc., since 2010, both leading CRISPR genome engineering companies, since 2010. She has also been an Investigator with the Howard Hughes Medical Institute since 1997. Dr. Doudna is the recipient of numerous scientific awards in biochemistry and genetics, including the Nobel Prize in Chemistry in 2020. Dr. Doudna holds a bachelor’s degree from Pomona College and a Ph.D. from Harvard Medical School. We believe that Dr. Doudna is qualified to serve on our board of directors because of her expertise in scientific research and innovation. | | | David R. Epstein Director | Age: 64 | Committee Memberships: • Compensation Committee • Nominating and Corporate Governance Committee | | | David R. Epstein has served as a member of our board of directors since February 2024. Mr. Epstein has served as the Chairman and Chief Executive Officer of Ottimo Pharma Limited since October 2024. Mr. Epstein also serves as a board member at privately held biotherapeutics companies Valo Health, LLC, and Agomab Therapeutics NV. He is a Director at the non-profit Three Opinions Foundation Inc and at South Florida’s Pelican Harbor Seabird Station. Mr. Epstein previously served as the Chief Executive Officer and a member of the board of directors of Seagen Inc. from November 2022 until Seagen’s acquisition by Pfizer Inc. in December 2023. From October 2021 to December 2023, Mr. Epstein served on the board of directors of OPY Acquisition Corp. I. From June 2022 to June 2023, Mr. Epstein served as a member of the board of directors of Senti Biosciences, Inc. and was previously a member of the board of Senti’s predecessor, Dynamics Special Purpose Corp. since March 2021. From March 2017 to February 2023, he served as a director at Evelo Biosciences, Inc., including as the Chair of its board of directors from September 2019 to June 2022. From 2017 until October 2022, Mr. Epstein was a consultant and executive partner at Flagship Pioneering. From May 2019 to October 2022, Mr. Epstein served on the board of directors and as Chairman of Axcella Health Inc. (formerly Axcella Therapeutics) and, from January 2017 to October 2022, Mr. Epstein served on the board of directors of Rubius Therapeutics, Inc. From 2010 to mid-2016, he served as the Chief Executive Officer of Novartis Pharmaceuticals, a division of Novartis AG. Previously, he started and led Novartis’ Oncology and Molecular Diagnostic units. Under his leadership, Novartis’ oncology business grew to the second largest in the world. Early in his career, he was an associate in the strategy practice of consulting firm Booz, Allen and Hamilton. Mr. Epstein holds a B.S. in pharmacy from Rutgers University College of Pharmacy and an M.B.A. in finance and marketing from Columbia University Graduate School of Business. We believe that Mr. Epstein is qualified to serve on our board of directors because of his extensive experience serving in executive roles in the life sciences industry and leading the development and commercialization of numerous therapeutics. | |
Director Nominees for Election at the Annual Meeting
| Wayne A.I. Frederick, M.D. Director | Age: 54 | Committee Membership: Audit Committee | | | Wayne A.I. Frederick, M.D. has served as a member of our board of directors since October 2020. From November 2024 to August 2025, Dr. Frederick served as interim Chief Executive Officer of the American Cancer Society and its advocacy affiliate, the American Cancer Society Cancer Action Network. Dr. Frederick has also served on the boards of directors of several other public companies, including serving as a member of the board of directors of Workday, Inc. since July 2022, Insulet Corp since October 2020 and Humana Inc. since February 2020. From July 2020 to October 2022, Dr. Frederick served as a member of the board of directors of Forma Therapeutics Holdings, Inc. He also serves on the boards of directors of privately held companies and charitable organizations. Dr. Frederick is currently the President Emeritus of Howard University, after serving as President since July 2014, and also serves as the Charles R. Drew Endowed Chair of Surgery at Howard University’s College of Medicine. Dr. Frederick holds a B.S./M.D. dual degree, and an M.B.A. from Howard University. We believe that Dr. Frederick is qualified to serve on our board of directors because of his vast experience in medical research, healthcare academics and business administration, and his service on the boards of multiple public companies. | |
Director Nominees for Election at the Annual Meeting
| Scott Gottlieb, M.D. Director | Age: 53 | Committee Membership: Nominating and Corporate Governance Committee | | | Scott Gottlieb, M.D. has served as a member of our board of directors since October 2019. Dr. Gottlieb has also served on the boards of directors of UnitedHealth Group since November 2025, Illumina, Inc. since February 2020 and Pfizer Inc. since June 2019. Dr. Gottlieb has served as a Partner on NEA’s healthcare investment team since April 2019, and a Resident Fellow at American Enterprise Institute since April 2021. Prior to that, he served as the 23rd Commissioner of the U.S. Food and Drug Administration from May 2017 to April 2019. Prior to serving as Commissioner, Dr. Gottlieb held several roles in the public and private sectors, including serving as a Venture Partner at NEA from January 2007 to May 2017, and a senior advisor to the Administrator of the Centers for Medicare and Medicaid Services in 2004. He is presently a contributor to CNBC and the CBS News program Face the Nation. He also currently serves on the executive committee of the Mount Sinai Health System’s board of directors and co-chairs the board’s education committee. In addition, Dr. Gottlieb serves on the board of directors of Wesleyan University. Dr. Gottlieb holds a B.A. from Wesleyan University and an M.D. from Mount Sinai School of Medicine. We believe that Dr. Gottlieb is qualified to serve on our board of directors because of his extensive experience as a medical policy expert and public health advocate. | |
Director Nominees for Election at the Annual Meeting
| Theodore J. Leonsis Director | Age: 70 | Committee Memberships: • Nominating and Corporate Governance Committee • Executive Committee | | | Theodore J. Leonsis has served as a member of our board of directors since January 2019. In November 2011, Mr. Leonsis co-founded Revolution Growth, a private investment firm, and has served as a General Partner thereof since that time. Since 1999, Mr. Leonsis has served as the Founder, Chairman, Majority Owner, and Chief Executive Officer of Monumental Sports & Entertainment, LLC, a sports, entertainment, media, and technology company that owns the NBA’s Washington Wizards, the NHL’s Washington Capitals, the WNBA’s Washington Mystics, the Capital City Go-Go, Wizards District Gaming, Caps Gaming, and Monumental Sports Network. Mr. Leonsis has served as a director of American Express Co. since July 2010. Mr. Leonsis has also served on the board of directors of Groupon, Inc. since June 2009, including as Chairman of the board of directors from August 2013 to November 2015 and, again, since June 2020. Mr. Leonsis also serves on the boards of directors of several private internet and technology companies, as well as charitable organizations. Mr. Leonsis holds a bachelor’s degree from Georgetown University. We believe that Mr. Leonsis is qualified to serve on our board of directors because of his significant operational, investment and financial experience, and his service on public company boards. | | | Nadja West, M.D. Director | Age: 65 | Committee Membership: Compensation Committee | | | Nadja West, M.D. has served as a member of our board of directors since April 2021. Dr. West has also served on the boards of directors of several other public companies, including serving as a member of the board of directors of Johnson & Johnson since December 2020, Tenet Healthcare Corp since October 2019, and Nucor Corporation since September 2019. From December 2015 to October 2019, Dr. West served as the 44th Surgeon General of the U.S. Army, and the Commanding General of the U.S. Army Medical Command. Dr. West currently serves as Trustee of both the National Recreation Foundation and Mount St. Mary’s University, and board member of The Woodruff Foundation. She was also appointed an independent member of the NCAA Board of Governors. Dr. West holds a B.S. from the United States Military Academy at West Point, an M.D. from The George Washington University School of Medicine, and an M.S. from National War College. We believe that Dr. West is qualified to serve on our board of directors because of her executive and operational leadership and expertise with strategic planning and healthcare management. | |
Director Nominees for Election at the Annual Meeting
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES AS A DIRECTOR.
Director Compensation
Director Compensation The following table sets forth information regarding compensation earned by or paid to our non-employee directors for fiscal year 2025. Mr. Lefkofsky, our Chief Executive Officer, did not receive additional compensation for his services as a director in fiscal year 2025, and therefore is not included in the Non-Employee Director Compensation table below. All compensation paid to Mr. Lefkofsky is reported in the section titled “Executive Compensation.”
Director Compensation
| Name | Fees Earned or Paid in Cash | Stock Awards (1)(2) | Total | | David Epstein | $62,575 | $124,673 | $187,248 | | Wayne Frederick | 62,500 | 124,673 | 187,173 | | Nadja West | 62,500 | 124,673 | 187,173 | | Scott Gottlieb | 62,500 | 124,673 | 187,173 | | Eric Belcher | 62,500 | 124,673 | 187,173 | | Peter Barris | 75,000 | 124,673 | 199,673 | | Theodore Leonsis | 62,500 | 124,673 | 187,173 | | Jennifer Doudna | 63,502 | 124,673 | 188,175 |
Director Compensation
| (1) Amounts reported represent the aggregate grant date fair value of restricted stock units (“RSUs”) granted to our non-employee directors during 2025 under our 2024 Equity Incentive Plan (the “2024 Plan”), computed in accordance with the Financial Accounting Standard Board Accounting Standards Codification, Topic 718 (“ASC Topic 718”). The assumptions used in calculating the grant date fair value of the stock awards reported in this column are set forth in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. This amount does not reflect the actual economic value that may be realized by the non-employee director. |
Director Compensation
| (2) As of December 31, 2025, the aggregate number of shares of our Class A common stock underlying outstanding RSUs under our 2015 Stock Plan (the “2015 Plan”) and 2024 Plan held by each of our non-employee directors was as follows: |
Director Compensation
| Name | Number of Shares Underlying RSUs | | David Epstein | 19,457 | | Wayne Frederick | 11,457 | | Nadja West | 12,707 | | Scott Gottlieb | 25,20 7 | | Eric Belcher | 11,45 7 | | Peter Barris | 11,457 | | Theodore Leonsis | 11,457 | | Jennifer Doudna | 12,707 |
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy Our Board adopted a non-employee director compensation policy in February 2024, which became effective as of June 13, 2024 (the “IPO Date”) and is applicable to all of our non-employee directors. This compensation policy provides that each such non-employee director is eligible to receive the following compensation for service on our Board:
Non-Employee Director Compensation Policy
| • | an annual cash retainer of $50,000 (plus an additional $12,500 for the non-executive chair or lead independent director of our Board, if any); |
Non-Employee Director Compensation Policy
| • | an additional annual cash retainer of $12,500 for service as a member of the audit committee, compensation committee and the nominating and corporate governance committee; |
Non-Employee Director Compensation Policy
| • | an initial RSU grant having a grant date fair value of $500,000 on the date of each such non-employee director’s appointment to our Board; |
Non-Employee Director Compensation Policy
| • | a refresh RSU grant having a grant date fair value of $500,000 on the fifth anniversary of such non-employee director’s initial RSU grant; and |
Non-Employee Director Compensation Policy
| • | an annual RSU grant having a grant date fair value of $125,000 on the date of each of our annual stockholder meetings. |
Non-Employee Director Compensation Policy
Under the non-employee director compensation policy, all annual cash compensation amounts will be payable in equal quarterly installments in arrears, on the last day of each fiscal quarter in which the service occurred. In addition, each non-employee director may elect on an annual basis to receive all or a portion of his or her eligible cash compensation in the form of RSUs, which will generally vest in substantially equal quarterly installments on the last day of each fiscal quarter over the number of quarters to which the election applies, subject to the director’s continuous service to us through each applicable vesting date. Each of the RSU grants described above under the non-employee director compensation policy has been, or will be, granted under the 2024 Plan. Each of the initial RSU grants will vest in substantially equal quarterly installments over a five-year period, subject to the director’s continuous service to us through each vesting date. Each annual RSU grant will vest and become exercisable subject to the director’s continuous service to us through the earlier of the first anniversary of the date of grant or the next annual stockholder meeting.
Role of the Independent Compensation Consultant
Role of the Independent Compensation Consultant The Committee has authority to engage its own advisors to assist in carrying out its responsibilities. In April 2025, the Committee engaged Compensia, Inc. (“Compensia”) as its independent compensation consultant to advise on our executive compensation program. Compensia reports directly to the Committee. During fiscal year 2025, Compensia advised the Committee on a variety of compensation-related issues, including: (1) evaluating the current executive compensation program design and assisting in structuring an executive compensation program that meets the objectives described above; (2) identifying the appropriate mix of compensation components, including base salary, short-term incentives and long-term incentives to ensure proper incentive alignment; (3) reviewing the compensation practices of industry peers in order to evaluate market trends and compare our executive compensation program and compensation for other senior employees with our competitors; and (4) assisting with developing a peer group of companies for formal compensation benchmarking purposes. Through review and consultation with Compensia, the Committee assessed the independence of Compensia in light of, among other factors, the independence factors established by Nasdaq. As a result of this assessment, the Committee has determined that Compensia’s work raised no conflict of interest currently or during the 2025 fiscal year.
Peer Group Development Process and How We Used the Data
Peer Group Development Process and How We Used the Data The Committee reviews and approves the composition of a peer group each year to serve as a reference point in making certain executive compensation decisions. The Committee does not target specific compensation levels for our named executive officers. Instead, the Committee uses peer group benchmarking data as one of several inputs to help design programs that attract and retain executive talent and drive the Company’s performance. In August 2025, with assistance from Compensia, the Committee approved the peer group below using industry, revenue and market capitalization as the primary selection criteria, along with refinement factors such as direct competition for executive talent and companies with an AI focus or high revenue growth. The Committee focused primarily on companies in the life sciences, healthcare technology, biotechnology, and software industries, generally with revenues between 0.5x and 2.5x ours and market capitalizations between 0.25x and 4.0x ours. At the time the Committee approved the peer group, our revenue was at the 59th percentile of the peer group and our market capitalization was at the 63rd percentile of the peer group. This peer group informed certain 2025 executive compensation decisions made in and after August 2025.
Peer Group Development Process and How We Used the Data
| 2025 Peer Group | | | 10x Genomics (TXG) | GRAIL (GRAL) | | C3.ai (AI) | Guardant Health (GH) | | Caris Life Sciences (CAI) | Illumina (ILMN) | | Doximity (DOCS) | IQVIA Holdings (IQV) | | Exact Sciences (EXAS) | Natera (NTRA) | | GeneDx Holdings (WGS) | Recursion Pharmaceuticals (RXRX) | | Veeva Systems (VEEV) | |
Base Salary
| (1) In August 2025, Mr. Fukushima’s base salary rate for fiscal year 2025 was increased from $375,000, the original rate specified in his employment agreement, to $500,000, in connection with his return to full-time status with the Company. He had previously devoted approximately half of his professional time to Pathos AI, Inc. See the section titled “Certain Relationships and Related Person Transactions—Agreements with Pathos” for more information. |
Annual Bonus Awards
Annual Bonus Awards Beginning in 2025, our executives are generally eligible for annual bonus awards based on Company performance, with payout amounts determined by the Committee’s assessment of performance for the applicable year. These awards are intended to align the organization around achieving the annual performance goals set early each year and approved by the Committee. The 2025 target bonuses for our named executive officers are shown in the table below. Mr. Lefkofsky’s 2025 target bonus of $800,000 is specified in his employment agreement and was reaffirmed by the Board as appropriate for fiscal year 2025. The Committee established the 2025 target bonus amounts for our other named executive officers in January 2025 after considering the same factors used in setting base salaries, as well as the importance of motivating achievement of short-term financial goals through meaningful annual incentive opportunities.
Annual Bonus Awards
| Name | 2025 Target Bonus (As % of Base Salary) | 2025 Target Bonus Amount ($) | | Eric Lefkofsky | 100% | $800,000 | | James Rogers | 50% | $250,000 | | Ryan Fukushima | 100% | $500,000 | | Andrew Polovin | 50% | $305,000 | | Erik Phelps | 50% | $305,000 |
Annual Bonus Awards
In January 2025, the Committee approved the two performance goals below for our named executive officers’ 2025 bonus awards. The Committee also reserved the discretion to adjust 2025 bonus payouts upward or downward based on its assessment of individual or corporate performance during fiscal year 2025 and to pay any bonus amounts either in the form of cash or fully vested restricted stock units (“RSUs”).
Annual Bonus Awards
| • | Revenue of $900 million (excluding Ambry) in 2025, representing 30% year-over-year growth (weighted 50%). Revenue is a key financial metric that the Company uses to communicate our business performance to our investors. |
Annual Bonus Awards
| • | Positive Adjusted EBITDA (including Ambry) in 2025 (weighted 50%). Adjusted EBITDA is a critical financial measure of annual profitability that aligns our management’s interests with those of our stockholders. See Appendix A for a discussion and reconciliation of this non-GAAP measure. |
Annual Bonus Awards
In February 2026, the Committee certified that the Company achieved revenue (excluding Ambry) of $909 million in 2025, resulting in 100% achievement of the revenue goal, and Adjusted EBITDA (including Ambry) of ($7.4 million) in 2025, representing a $97.3 million improvement year-over-year but resulting in no achievement of the Adjusted EBITDA goal. In recognition of the management team’s success in delivering positive financial outcomes for our stockholders, including a 72% total stockholder return (“TSR”) in 2025, and noting that the Adjusted EBITDA goal would have been achieved absent expenses associated with unplanned acquisitions, the Committee exercised its discretion to set the aggregate payout percentage for each named executive officer’s 2025 bonus award at 90% of target, with all payouts delivered in fully vested RSUs. The resulting 2025 bonus award amounts are shown in the table below.
Annual Bonus Awards
| Name | 2025 Bonus Amount | Number of RSUs(1) | | Eric Lefkofsky | $720,000 | 13,430 | | James Rogers | $225,000 | 4,196 | | Ryan Fukushima | $450,000 | 8,393 | | Andrew Polovin | $274,500 | 5,120 | | Erik Phelps | $274,500 | 5,120 |
Annual Bonus Awards
| (1) The number of RSUs was determined by dividing the 2025 bonus award amount by $53.61, the closing price of the Company’s common stock on February 11, 2026, rounded down to the nearest whole share. |
Long-Term Equity Incentives
Long-Term Equity Incentives We utilize long-term equity incentives to align executive compensation and performance, promote long-term stockholder value creation, and reward and retain key executives. Consistent with this approach, the majority of our named executive officers’ annual compensation is generally provided in the form of long-term equity incentives that emphasize these objectives. For 2025, the Committee determined to grant our named executive officers’ long-term equity incentives entirely in the form of performance-based RSUs (“PSUs”) to further align their interests with those of our stockholders. The 2025 PSUs are tied to the Company’s compound revenue growth and relative TSR over a three-year performance period from January 1, 2025 through December 31, 2027. The Committee selected compound revenue growth because it continues to be a primary driver of stockholder value creation, and it chose relative TSR because it provides an objective measure of the Company’s performance against comparable investment alternatives available to our investors. Achievement of these two independent, equally weighted performance metrics is measured over three discrete 12-, 24-, and 36-month periods. One-third of the target PSUs may be earned with respect to each performance period. The performance target for each metric, set forth below, is the same across all three measurement periods and will remain fixed for the entire performance period. If the performance target for a metric is not achieved for either the 12- or 24-month measurement period but is achieved for the 36-month measurement period, then 100% of the target PSUs associated with that metric will be earned for the entire performance period. Earned PSUs are capped at 100% of target.
Long-Term Equity Incentives
| • | Compound revenue growth of at least 30% (weighted 50%). Compound revenue growth refers to the compound growth rate of our revenue during each measurement period. |
Long-Term Equity Incentives
| • | TSR of at least 300 basis points higher than the return of the Nasdaq Composite Index (weighted 50%). TSR is calculated using the 30-day average closing price of our common stock on the applicable beginning and end dates of each measurement period. |
Long-Term Equity Incentives
Following each measurement period, the Committee will certify performance results. Any PSUs that are earned based on performance for a given measurement period will vest on August 15 of the year in which they are certified, subject to each executive’s continued service with us through such vesting date. The table below shows the target number of PSUs granted to each named executive officer. The Committee (and the Board, for our Chief Executive Officer) determined award sizes after considering each named executive officer’s significant responsibility for advancing the Company’s strategy and calibrated the awards to provide a meaningful long-term incentive to deliver strong financial results and sustained stockholder value creation.
Long-Term Equity Incentives
| Name | Target 2025 PSUs | | Eric Lefkofsky | 750,000 | | James Rogers | 99,900 | | Ryan Fukushima | 199,800 | | Andrew Polovin | 99,900 | | Erik Phelps | 60,000 |
Long-Term Equity Incentives
In February 2026, the Committee certified that, for the 12-month measurement period, the Company achieved 82% compound revenue growth and 48% TSR, approximately 29% higher than the return of the Nasdaq Composite Index. Accordingly, each named executive officer earned, based on performance, 100% of the first tranche of their 2025 PSUs (one-third of the target PSUs), as shown in the table below, which will vest on August 15, 2026, subject to each executive’s continued service with us through such vesting date.
Long-Term Equity Incentives
| Name | Earned 2025 PSUs (First Performance Period) | | Eric Lefkofsky | 250,000 | | James Rogers | 33,300 | | Ryan Fukushima | 66,600 | | Andrew Polovin | 33,300 | | Erik Phelps | 20,000 |
Employment Agreements and Severance Benefits
Employment Agreements and Severance Benefits We generally provide our named executive officers with certain severance protections in their employment agreements to attract and retain an appropriate caliber of talent for such positions. Our employment agreements with named executive officers and the severance provisions set forth therein are summarized below under “Employment Arrangements with Named Executive Officers” and “Potential Payments Upon Termination or Change in Control,” respectively. We intend to periodically review the level of the benefits in these agreements.
Prohibition on Hedging and Pledging
Prohibition on Hedging and Pledging Our Insider Trading Policy prohibits directors, officers and other employees from engaging in derivatives securities or hedging transactions, including prepaid variable forward contracts, equity swaps, collars and exchange funds, or otherwise engage in transactions that hedge or offset, or are designed to hedge or offset any decrease in the market value of our securities and the risks associated with holding our common stock. Our Insider Trading Policy also prohibits trading in publicly-traded options, such as puts and calls, and other derivative securities with respect to our securities (other than stock options and other compensatory equity awards issued by us), as well as holding our common stock in margin accounts and pledging securities as collateral for a loan.
Tax and Accounting Implications
Tax and Accounting Implications Accounting for Stock-Based Compensation. Under ASC Topic 718, we are required to measure the compensation expense for all stock-based awards made to employees and directors, including stock options, RSUs, and restricted stock, based on the grant date fair value of these awards. We record stock-based compensation expense on an ongoing basis according to ASC Topic 718. The accounting impact of our compensation programs is one of many factors that the Committee considers in determining the structure and size of our executive compensation programs. Deductibility of Executive Compensation. Under Section 162(m) of the Code (“Section 162(m)”), compensation paid to each of our “covered employees” that exceeds $1 million per taxable year is generally non-deductible. Although the Committee considers tax implications as one factor in determining executive compensation, it also looks at other factors in making its decisions and retains the flexibility to provide compensation for our named executive officers in a manner consistent with the goals of our executive compensation program and the best interests of our company and stockholders, which may include providing for compensation that is not deductible by us due to the deduction limit under Section 162(m).
Analysis of Risks Presented by Our Compensation Policies and Programs
Analysis of Risks Presented by Our Compensation Policies and Programs The Compensation Committee has reviewed our compensation policies and practices, in consultation with Compensia, to assess whether they encourage employees to take excessive or inappropriate risks. After reviewing and assessing our compensation philosophy, policies and practices, including the mix of fixed and variable, short-term and long-term incentives and overall pay, incentive plan structures, and the checks and balances built into, and oversight of, each plan and practice, the Compensation Committee has determined that any risks arising from our compensation policies and practices for our employees are not reasonably likely to create risks that have a material adverse effect on the Company. The Compensation Committee believes that the mix and design of the elements of executive compensation do not encourage management to assume excessive risks; rather, it believes the mix of short-term compensation (in the form of base salary and annual performance bonuses, if any, which is based on a variety of performance factors and includes a cap on payout) and long-term compensation (in the form of RSU and PSU awards) in our executive compensation program prevents undue focus on short-term results and helps align the interests of our executive officers with the interests of our stockholders. The Compensation Committee conducts an annual review of our compensation programs to ensure they do not encourage excessive or inappropriate risk-taking.
Summary Compensation Table
Summary Compensation Table The following table presents all of the compensation awarded to or earned by or paid to our named executive officers for fiscal years 2025, 2024 and 2023, as applicable:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Non-equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | Eric Lefkofsky Chief Executive Officer, Founder and Chairman | 2025 | 783,333 | — | 39,992,500 | 720,000 | — | 41,495,833 | | | 2024 | — | 800,000 | 27,750,000 | — | 5,040 | 28,555,040 | | | 2023 | — | — | — | — | 2,100 | 2,100 | | James Rogers Chief Financial Officer | 2025 | 500,000 | — | 5,631,161 | 225,000 | — | 6,356,161 | | | 2024 | 500,000 | 50,000 | 2,133,600 | — | — | 2,683,600 | | | 2023 | 491,667 | 50,000 | 2,762,550 | — | 2,100 | 3,306,317 | | Ryan Fukushima Chief Executive Officer, Data | 2025 | 422,743 | 55,728 | 10,654,002 | 450,000 | 19,836 | 11,602,309 | | | 2024 | 375,000 | 250,000 | 3,928,000 | — | 74,304 | 4,627,304 | | Andrew Polovin(4) Executive Vice President, Chief Legal Officer and Secretary | 2025 | 610,000 | — | 5,698,087 | 274,500 | — | 6,582,588 | | | 2024 | 591,667 | — | 2,133,600 | — | 2,520 | 2,727,787 | | Erik Phelps(5) Executive Vice President, Chief Administrative and Legal Officer and Assistant Secretary | 2025 | 610,000 | 48,126 | 3,570,486 | 274,500 | 50,645 | 4,553,757 |
Summary Compensation Table
| (1) Amounts reported represent the aggregate grant date fair value of stock awards granted to our executive officers in each respective fiscal year (other than the RSUs granted in fiscal year 2026 in settlement of the bonus awards granted under our 2025 annual performance-based bonus plan, which are included in the “Non-Equity Incentive Plan Compensation” column for fiscal year 2025) as determined in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock awards reported in this column are set forth in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. This amount does not reflect the actual economic value that may be realized by the executive officer. |
Summary Compensation Table
| (2) Amounts reported represent the portion of the annual bonus awards earned in the indicated year under our annual performance-based bonus plan based on the achievement of pre-established corporate goals. The 2025 bonus awards were paid in the form of fully vested RSUs. |
Summary Compensation Table
| (3) The amounts reported in this column for fiscal year 2025 represent: (i) housing stipends for each of Messrs. Fukushima ($18,576) and Phelps ($48,125); and (ii) parking fees for each of Messrs. Fukushima and Phelps. |
Summary Compensation Table
| (4) Mr. Polovin was not a named executive officer for fiscal year 2023. |
Summary Compensation Table
| (5) Mr. Phelps was not a named executive officer for fiscal years 2023 or 2024. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth information regarding grants of plan-based awards with respect to each of our named executive officers for the 2025 fiscal year:
Grants of Plan-Based Awards
| Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Eric Lefkofsky | — | — | 800,000 | — | — | — | — | — | — | | | 8/7/2025 | — | — | — | — | 750,000 | — | — | 39,992,500 | | James Rogers | — | — | 250,000 | — | — | — | — | — | — | | | 2/24/2025 | — | — | — | — | — | — | 4,372 | 304,160 | | | 8/7/2025 | — | — | — | — | 99,900 | — | — | 5,327,001 | | Ryan Fukushima | — | — | 500,000 | — | — | — | — | — | — | | | 8/7/2025 | — | — | — | — | 199,800 | — | — | 10,654,002 | | Andrew Polovin | — | — | 305,000 | — | — | — | — | — | — | | | 2/24/2025 | — | — | — | — | — | — | 5,334 | 371,086 | | | 8/7/2025 | — | — | — | — | 99,900 | — | — | 5,327,001 | | Erik Phelps | — | — | 305,000 | — | — | — | — | — | — | | | 2/24/2025 | — | — | — | — | — | — | 5,334 | 371,086 | | | 8/7/2025 | — | — | — | — | 60,000 | — | — | 3,199,400 |
Grants of Plan-Based Awards
| (1) The amounts set forth in these columns represent the target non-equity incentive plan bonus amounts for each named executive officer, and do not represent either additional or actual compensation earned by our named executive officers for the year ended December 31, 2025. There are no threshold or maximum amounts for the non-equity incentive plan bonus amounts because our Compensation Committee exercises discretion to determine the actual payouts and, therefore, there is no minimum amount payable for a certain level of performance. The 2025 bonus awards were paid in the form of fully vested RSUs. For more information about, see “Compensation Discussion and Analysis—Executive Compensation Components—Annual Bonus Awards” above. |
Grants of Plan-Based Awards
| (2) The PSUs were granted pursuant to our 2024 Equity Incentive Plan. The actual number of PSUs that may be earned will be determined based on the level of achievement attained with respect to the Company’s compound revenue growth and relative TSR, in each case as measured over three discrete 12-, 24-, and 36-month performance periods beginning on January 1, 2025. Following each measurement period, the earned PSUs, if any, for that measurement period will vest on August 15 of the year in which they are certified, subject to the named executive officer’s continuous service with us through such vesting date. See “Compensation Discussion and Analysis—Executive Compensation Components—Long-Term Equity Incentives.” |
Grants of Plan-Based Awards
| (3) The amounts set forth in this column represent the amount of RSUs issued as discretionary bonuses for each named executive officer for fiscal year 2024. |
Grants of Plan-Based Awards
| (4) The dollar amounts in this column represent the aggregate grant date fair value of all RSUs and PSUs granted to our named executive officers in 2025. These amounts have been calculated in accordance with ASC 718. The assumptions we used in valuing these awards are described in Notes 2(r) and 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 24, 2026 and do not necessarily correspond to the actual economic value recognized or that may be recognized by our named executive officers. |
Outstanding Equity Awards as of December 31, 2025
Outstanding Equity Awards as of December 31, 2025 The following table sets forth certain information about outstanding equity awards granted to our named executive officers that remain outstanding as of December 31, 2025:
Outstanding Equity Awards as of December 31, 2025
| | | Stock Awards(1) | | | | | | Name | Grant Date | Vesting Commencement Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(3) | | Eric Lefkofsky | 6/13/2024(4) | 9/13/2024 | 525,000 | 31,001,250 | | | | | 8/7/2025(5) | — | | | 500,000 | 29,525,000 | | | 8/7/2025(6) | — | 250,000 | 14,762,500 | | | | James Rogers | 4/21/2021(7) | 3/9/2021 | 5,000 | 295,250 | | | | | 4/27/2022(7) | 2/15/2022 | 18,750 | 1,107,188 | | | | | 4/18/2023(7) | 3/15/2023 | 6,750 | 398,588 | | | | | 7/18/2023(8) | 3/31/2023 | 30,000 | 1,771,500 | | | | | 5/2/2024(9) | 3/15/2024 | 8,333 | 492,064 | | | | | 11/1/2024(9) | 1/15/2025 | 30,000 | 1,771,500 | | | | | 8/7/2025(5) | — | | | 66,600 | 3,932,730 | | | 8/7/2025(6) | | 33,300 | 1,966,365 | | | | Ryan Fukushima | 1/3/2022(7) | 1/3/2022 | 18,750 | 1,107,188 | | | | | 4/18/2023(7) | 3/15/2023 | 11,250 | 664,313 | | | | | 7/18/2023(8) | 3/31/2023 | 50,000 | 2,952,500 | | | | | 8/1/2024(7) | 6/15/2024 | 70,000 | 4,133,500 | | | | | 8/7/2025(5) | — | | | 133,200 | 7,865,460 | | | 8/7/2025(6) | | 66,600 | 3,932,730 | | | | Andrew Polovin | 4/27/2022(7) | 2/15/2022 | 18,375 | 1,085,044 | | | | | 4/18/2023(7) | 3/15/2023 | 11,250 | 664,313 | | | | | 7/18/2023(8) | 3/31/2024 | 25,000 | 1,476,250 | | | | | 5/2/2024(9) | 3/15/2025 | 8,333 | 492,064 | | | | | 11/1/2024(9) | 1/15/2025 | 30,000 | 1,771,500 | | | | | 8/7/2025(5) | — | | | 66,600 | 3,932,730 | | | 8/7/2025(6) | | 33,300 | 1,966,365 | | | | Erik Phelps | 4/18/2023(7) | 3/15/2023 | 6,750 | 398,588 | | | | | 7/18/2023(8) | 7/15/2023 | 20,000 | 1,181,000 | | | | | 5/2/2024(9) | 3/15/2025 | 8,333 | 492,064 | | | | | 11/1/2024(9) | 1/15/2025 | 20,000 | 1,181,000 | | | | | 8/7/2025(5) | — | | | 40,000 | 2,362,000 | | | 8/7/2025(6) | | 20,000 | 1,181,000 | | |
Outstanding Equity Awards as of December 31, 2025
| (1) All stock awards listed in this table represent RSUs or PSUs granted pursuant to our 2015 Plan or the 2024 Plan. |
Outstanding Equity Awards as of December 31, 2025
| (2) This column represents the fair market value of $59.05 per share, which was the closing price of our Class A common stock on December 31, 2025, multiplied by the amount shown in the column “Stock Awards—Number of Shares or Units of Stock that Have Not Vested” |
Outstanding Equity Awards as of December 31, 2025
| (3) The total amounts and values in these columns represent the total number of unvested PSUs at target multiplied by the fair market value of $59.05 per share, which was the closing price of our Class A common stock on December 31, 2025. The actual number of PSUs that may be earned will be determined based on the level of achievement attained with respect to the Company’s compound revenue growth and relative TSR, in each case as measured over the remaining two discrete 24-, and 36-month performance periods beginning on January 1, 2025. |
Outstanding Equity Awards as of December 31, 2025
| (4) This RSU award vests in 20 equal quarterly installments starting on the vesting commencement date, provided that the recipient remains in continuous service with us through each vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (5) The PSUs were granted pursuant to our 2024 Equity Incentive Plan. The actual number of PSUs that may be earned will be determined based on the level of achievement attained with respect to the Company’s compound revenue growth and relative TSR, in each case as measured over three discrete 12-, 24-, and 36-month performance periods beginning on January 1, 2025. Following each measurement period, the earned PSUs, if any, for that measurement period will vest on August 15 of the year in which they are certified, subject to the named executive officer’s continuous service with us through such vesting date. See “Compensation Discussion and Analysis—Executive Compensation Components—Long-Term Equity Incentives. |
Outstanding Equity Awards as of December 31, 2025
| (6) This represents the number of PSUs that were earned based on performance during the 12-month performance period beginning on January 1, 2025 and ending on December 31, 2025, which will vest on August 15, 2026, provided that the recipient remains in continuous service with us through the vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (7) One-fifth of this RSU award vests on the one-year anniversary of the vesting commencement date and 1/16 of the remaining RSUs vest quarterly thereafter, provided that the recipient remains in continuous service with us through each vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (8) One-eighth of this RSU award vests quarterly starting on the second anniversary of the vesting commencement date, provided that the recipient remains in continuous service with us through each vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (9) One-fourth of these RSUs vest on the one-year anniversary of the vesting commencement date and 1/12 of the remaining RSUs vest quarterly thereafter, provided that the recipient remains in continuous service with us through each vesting date. |
Outstanding Equity Awards as of December 31, 2025
See “—Employment Arrangements with Named Executive Officers” for a description of vesting acceleration applicable to stock awards held by our named executive officers.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Our executive management team, including our named executive officers, is entitled to certain severance benefits payable in connection with a separation from service under their employment agreements. If Mr. Lefkofsky resigns for Good Reason or we terminate Mr. Lefkofsky’s employment without Cause (each defined below), in either case within 2 months prior to or 12 months following the effective date of a Change in Control (as defined in the 2024 Plan), 100% of his then-unvested equity will immediately vest in full. If any of Messrs. Rogers, Fukushima, Polovin or Phelps resigns for Good Reason or we terminate his employment without Cause at any time, then he will be eligible to receive the following severance benefits: (i) continued payment of his base salary for 12 months; (ii) payment of premiums for continued coverage under our group health plans for up to 12 months; and (iii) during the six-month period following such separation from service, his then-outstanding equity awards will continue to satisfy any applicable time-based vesting conditions, as though he remained employed by us. In addition, if any of Messrs. Rogers, Fukushima, Polovin or Phelps resigns for Good Reason or we terminate his employment without Cause, in either case within 2 months prior to or 12 months following the effective date of a Change in Control (as defined in our 2015 Plan), then he will be entitled to receive full vesting acceleration of his then-outstanding and unvested equity awards. For the purposes of our named executive officers’ employment agreements, the following definitions apply:
Potential Payments Upon Termination or Change in Control
| • | “Cause” for termination shall mean that the Company has determined in its sole discretion that executive has engaged in any of the following: (i) a material breach of any covenant or condition under such employment agreement or any other agreement between the parties; (ii) any act constituting dishonesty, fraud, falsification of any documents or records, or immoral or disreputable conduct; (iii) any conduct which constitutes a felony or other criminal act involving corruption, misappropriation, or moral turpitude, or otherwise impairs your ability to perform your duties with the Company, under applicable law; (iv) material violation of any Company policy or any act of misconduct (including if Executive acts in a manner expected to have a material detrimental effect on the Company’s reputation or business); (v) refusal to follow or implement a clear and reasonable directive of Company; (vi) negligence or incompetence in the performance of Executive’s duties or failure to perform such duties in a manner satisfactory to the Company after the expiration of ten (10) days without cure after written notice of such failure; (vii) breach of fiduciary duty; or (viii) unauthorized use, misappropriation, destruction, or diversion of any tangible or intangible asset or corporate opportunity of the Company. |
Potential Payments Upon Termination or Change in Control
| • | “Good Reason” shall mean the occurrence of any of the following events without executive’s consent: (i) a material reduction in executive’s base salary of at least 25%; (ii) a material breach of this agreement by the Company; (iii) a material reduction in the Executive’s duties, authority and responsibilities relative to the executive’s duties, authority, and responsibilities in effect immediately prior to such reduction (provided that a material reduction of duties, authority and responsibilities will not be deemed to have occurred if, in connection with a change in control, Executive is not reporting to the individual in the same role as Executive’s prior manager at the acquirer or any other top-tier holding company above the acquirer); or (iv) the relocation of executive’s principal place of employment, without executive’s consent, in a manner that lengthens executive’s one-way commute distance by fifty (50) or more miles from his then-current principal place of employment immediately prior to such relocation; provided, however, that, any such termination by executive shall only be deemed for Good Reason pursuant to this definition if: (1) Executive gives the Company written notice of his intent to terminate for Good Reason within thirty (30) days following the first occurrence of the condition(s) that executive believes constitute(s) Good Reason, which notice shall describe such condition(s); (2) the Company fails to remedy such condition(s) within thirty (30) days following receipt of the written notice (the “Cure Period”); and (3) Executive voluntarily terminates executive’s employment within thirty (30) days following the end of the Cure Period. |
Potential Payments Upon Termination or Change in Control
The following table sets forth quantitative estimates of the benefits that each of our named executive officers would be entitled to in connection with certain termination and change in control events. The table assumes that the qualifying termination or change in control event, as indicated, occurred on December 31, 2025.
Potential Payments Upon Termination or Change in Control
| Name | Benefit | Termination For Good Reason or without Cause and Not in Connection with a Change in Control ($)(1) | Termination For Good Reason or without Cause in Connection with a Change in Control ($)(2) | | Eric Lefkofsky | Equity Award Vesting | — | 75,288,750 | | | Benefit Total | — | 75,288,750 | | James Rogers | Cash Severance Payment | 500,000 | 500,000 | | | COBRA Payments | 39,292 | 39,292 | | | Equity Award Vesting | 2,462,857 | 11,735,184 | | | Benefit Total | 3,002,149 | 12,274,476 | | Ryan Fukushima | Cash Severance Payment | 500,000 | 500,000 | | | COBRA Payments | 31,792 | 31,792 | | | Equity Award Vesting | 2,657,250 | 20,655,690 | | | Benefit Total | 3,189,042 | 21,187,482 | | Andrew Polovin | Cash Severance Payment | 610,000 | 610,000 | | | COBRA Payments | 32,718 | 32,718 | | | Equity Award Vesting | 2,070,175 | 11,388,265 | | | Benefit Total | 2,712,893 | 12,030,983 | | Erik Phelps | Cash Severance Payment | 610,000 | 610,000 | | | COBRA Payments | 39,292 | 39,292 | | | Equity Award Vesting | 1,244,951 | 6,795,651 | | | Benefit Total | 1,894,243 | 7,444,943 |
Potential Payments Upon Termination or Change in Control
| (1) Amounts represent lump-sum severance payments, continued healthcare benefits and the value associated with the continued vesting of certain outstanding stock awards, based on a market value of $59.05 per share of Class A common stock as of December 31, 2025, that a named executive officer could receive upon a termination without Cause or for Good Reason as of December 31, 2025, not in connection with a change in control transaction. |
Potential Payments Upon Termination or Change in Control
| (2) Amounts represent lump-sum severance payments, continued healthcare benefits and the value associated with the acceleration of vesting of outstanding stock awards, based on a market value of $59.05 per share of Class A common stock as of December 31, 2025, that a named executive officer could receive upon a termination without Cause or for Good Reason in connection with a change in control occurring on December 31, 2025. |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and named executive officer pay. For further information regarding our compensation philosophy and how we seek to align executive compensation with the Company’s performance, refer to “Executive Compensation—Compensation Discussion and Analysis.”
Pay Versus Performance Table
Pay Versus Performance Table The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid for NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Compensation Discussion and Analysis” section above.
Pay Versus Performance Table
| PAY VERSUS PERFORMANCE | | | | | | | | | | | Year | Summary Compensation Table Total for PEO (1) ($) | Compensation Actually Paid to PEO (2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (1) ($) | Average Compensation Actually Paid to Non-PEO NEOs (2) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions) (4) ($) | | Revenue (millions) (5) ($) | | | | | | | Total Shareholder Return (3) ($) | Peer Group Total Shareholder Return (3) ($) | | | | | 2025 | $41,495,833 | $67,934,932 | $7,273,704 | $12,142,451 | $147 | $63 | ($ | 245.0) | $1,271.8 | | 2024 | $28,555,040 | $28,627,606 | $3,677,546 | $2,867,706 | $84 | $87 | ($ | 705.8) | $693.4 |
Pay Versus Performance Table
| (1) Represents the amount of total compensation reported for Eric Lefkofsky (our Chief Executive Officer and Founder) and the average total compensation for our non-PEO NEOs for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.” The following individuals are our PEO and other non-PEO NEOs for each fiscal year: |
Pay Versus Performance Table
| Year | PEO | Non-PEO NEOs | | 2025 | Eric Lefkofsky | James Rogers, Ryan Fukushima, Andrew Polovin, and Erik Phelps | | 2024 | Eric Lefkofsky | Ryan Fukushima and Andrew Polovin |
Pay Versus Performance Table
| (2) Represents the amount of CAP to Mr. Lefkofsky and the average amount of CAP to our Non-PEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned, realized or received by our PEO and NEOs during the applicable year (as listed above). In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the reported total compensation for each year to determine the CAP: |
Pay Versus Performance Table
| Year | NEOs | Summary Compensation Table (“SCT”) Total Compensation (a) | Deduct: Grant Date Fair Value of the “Stock Awards” and “Option Awards” Columns in the SCT for Applicable FY (b) | Add: Fair Value at Applicable FY End of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End (c) | Add: Change in Fair Value from the end of the Prior FY to the end of the Applicable FY of Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End (d) | | Add: Vesting Date Fair Value of Awards Granted in Applicable FY that Vested During Applicable FY (e) | Add: Change in Fair Value from the end of the Prior FY to the Vesting Date of Awards Granted during Prior FY that Vested During Applicable FY (f) | Total Equity Award Adjustments (g) (g=c+d+e+f) | Compensation Actually Paid (CAP) (a - b + g) | | 2025 | PEO | $41,495,833 | $39,992,500 | $40,822,500 | | 13,277,250 | $0 | $12,331,849 | $66,431,599 | $67,934,932 | | | Average Non-PEO NEOs | $7,273,704 | $6,388,434 | $6,254,007 | | 2,509,236 | $261,583 | $2,232,355 | $11,257,181 | $12,142,451 | | 2024 | PEO | $28,555,040 | $27,750,000 | $22,788,000 | ($ | 1,234,748) | $3,389,250 | $2,880,064 | $27,822,566 | $28,627,606 | | | Average Non-PEO NEOs | $3,677,546 | $3,030,800 | $2,532,000 | ($ | 521,988) | $0 | $210,949 | $2,220,961 | $2,867,706 |
Pay Versus Performance Table
| * The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. Equity award fair values are calculated in accordance with FASB ASC Topic 718. |
Pay Versus Performance Table
| (3) Represents the cumulative total shareholder return (“TSR”) of our common stock and the cumulative TSR on the Nasdaq Biotech Index (the “Peer Group TSR”), which is the same peer group used for the Stock Return Performance Graph included in our Annual Report on Form 10-K, through December 31, 2025. The table assumes $100 was invested at the market close on June 14, 2024, which was the first day our common stock began trading. Our TSR shown is based on historical results and is not intended to suggest future performance. |
Pay Versus Performance Table
| (4) The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year. |
Pay Versus Performance Table
| (5) We have identified Revenue as the most important financial performance measure used by us to link compensation actually paid to our PEO and Non-PEO NEOs for fiscal year 2025, to our performance, as this measure is used to determine executive compensation, including as a key metric that determined funding under our bonus plan for 2025. |
Equity Grants to Directors and Executive Officers
Equity Grants to Directors and Executive Officers We have granted RSUs and PSUs to certain of our directors and executive officers. For more information regarding the stock awards granted to our directors and named executive officers, see the sections titled “Proposal 1: Election of Directors—Non-Employee Director Compensation” and “Executive Compensation.”