Form 4: Tempus AI Director Wayne Frederick Awarded 5,913 RSUs

Director Wayne A.I. Frederick received a grant of 5,913 restricted stock units as part of his compensation, increasing his total holdings to 30,749 shares.

Summary

• Wayne A.I. Frederick, a member of the Board of Directors for Tempus AI, Inc., was granted 5,913 Restricted Stock Units (RSUs) on May 21, 2026.
• The RSUs represent a right to receive Class A Common Stock upon vesting.
• The grant was issued at a price of $0.00 as part of director compensation.
• Following this transaction, Frederick's total beneficial ownership in the company increased to 30,749 shares of Class A Common Stock.
• The units are scheduled to vest in full on the earlier of the 2027 annual meeting of stockholders or May 21, 2027.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event, as it confirms continued board commitment and aligns director interests with those of the shareholders through equity ownership.

Positives

• Increased insider ownership demonstrates alignment between board members and shareholders.
• The vesting schedule requires continuous service through May 2027, ensuring director retention.
• Equity-based compensation preserves cash for the company while incentivizing long-term performance.

Negatives

• The issuance of new shares upon vesting will result in a minor dilution of existing shareholder equity.
• The transaction is a grant rather than an open-market purchase, which provides less of a signal regarding the director's view on current stock valuation.

Risks

• Vesting is subject to the reporting person's continuous service; a departure from the board would result in forfeiture.
• The ultimate value of the compensation is tied to the market price of Class A Common Stock, which may be volatile.

Future Outlook

The director is expected to remain with the company through at least May 2027 to satisfy the vesting conditions of the equity grant.

Management Comments

• The RSUs will vest in full on the earlier of the date of the Issuer's 2027 annual meeting of the stockholders or on May 21, 2027.

Industry Context

StockSavvy.ai notes that equity-heavy compensation for directors is a standard practice among high-growth AI and biotechnology firms to ensure board members are focused on long-term capital appreciation rather than short-term cash gains.

Comparison to Industry Standards

• The grant size is consistent with mid-cap technology and healthcare AI peers such as Guardant Health and Schrodinger, Inc.
• A one-year cliff vesting period for director RSUs is the prevailing standard for U.S. listed public companies.

Corporate Governance

Related Party Transactions

• The grant of equity to a director is a standard related-party transaction involving executive compensation.

Stakeholder Impact

• Shareholders: Minor dilution upon vesting, but benefit from aligned board incentives.
• Management: Retains a key board member through a one-year vesting period.

Next Steps

• Monitoring for the 2027 annual meeting date which may trigger early vesting.
• Observation of any subsequent Form 4 filings for other board members to confirm uniform compensation cycles.

Key Dates

Recommendation

This is a routine administrative filing regarding director compensation and does not signal a change in company fundamentals or strategic direction.

Keywords

Tempus AI, TEM, Insider Trading, Form 4, Restricted Stock Units, Director Compensation, Wayne Frederick, Equity Grant