DEF 14A of Guardian Pharmacy Services, Inc.
Filed Mar 28, 2025 · FY20240001193125-25-066235
PROPOSAL NO. 1: ELECTION OF DIRECTORS
PROPOSAL NO. 1: ELECTION OF DIRECTORS Our Amended and Restated Certificate of Incorporation provides for a classified Board of Directors that is divided into three classes, designated Class I, Class II and Class III. The directors designated as Class I directors are currently serving terms expiring at the Annual Meeting. The directors designated as Class II directors are currently serving terms expiring at the 2026 Annual Meeting of Stockholders. The directors designated as Class III directors are currently serving terms expiring at the 2027 Annual Meeting of Stockholders. Our Board has nominated David Morris, Mary Sue Patchett and Thomas Salentine, Jr. for election as Class I directors at the Annual Meeting. Each Class I director elected at the Annual Meeting shall hold office until the 2028 Annual Meeting of Stockholders and until their respective successor has been elected and qualified, or until their earlier resignation or removal. If, at the time of the Annual Meeting, any of such nominees should be unable to serve, the Board may designate a substitute nominee. In that event, the proxy holders will vote for such substitutes as our Board recommends. We have no reason to believe that any nominee for election at the Annual Meeting will be unable to serve if elected.
Class I Director Nominee and Other Director Biographies
Class I Director Nominee and Other Director Biographies Below is information about each of our Class I director nominees and other directors, including their age (as of March 28, 2025), principal occupation, business experience, and the Board’s assessment of their individual qualifications to serve as a director. For certain additional information regarding the Class I director nominees and other directors, see the sections entitled “Security Ownership of Certain Beneficial Owners and Management” and “Corporate Governance” in this proxy statement.
Class I Director Nominee and Other Director Biographies
| Class I Director Nominees | | | David Morris Director since: 2021 Age: 61 Board Committees: None | David Morris has served as our Executive Vice President and Chief Financial Officer and a member of our Board of Directors since our formation. Prior to co-founding Guardian, Mr. Morris served as Chief Financial Officer at Central Pharmacy from 1993 to 2001. Mr. Morris previously served as President of the PBM Division at Complete Health from 1991 to 1993 and served as a Certified Public Accountant at Ernst & Young LLP from 1985 to 1991. Mr. Morris received a B.S., Accounting from the University of Alabama. We believe that Mr. Morris is qualified to serve as a director because of his operational and historical expertise gained from serving as our Executive Vice President and Chief Financial Officer, his extensive experience in the pharmacy industry and his expertise in financial management. | | Mary Sue Patchett Director since: 2024 Age: 62 Board Committees: Audit; Compensation | Mary Sue Patchett has served as a member of our Board of Directors since 2024. Ms. Patchett held various senior leadership positions at Brookdale Senior Living Inc. (“Brookdale”), the nation’s largest operator of senior housing facilities, from 2011 to 2021. Ms. Patchett served as the Executive Vice President of Strategic Operations at Brookdale from March 2020 to June 2021, where in addition to her strategic planning, market/competitive positioning and government affairs responsibilities, she served as commander of Brookdale’s COVID-19 emergency response center, leading a team of internal experts and external consultants to develop and execute pandemic protocols. Ms. Patchett also |
Class I Director Nominee and Other Director Biographies
| | served as the Executive Vice President of Community and Field Operations at Brookdale, and before that, was President of the Southeast Division. Ms. Patchett earned her B.S. in business from George Mason University. We believe Ms. Patchett is qualified to serve as a director because of her substantial managerial experience in the healthcare sector and longstanding involvement in the senior care industry. | | Thomas Salentine, Jr. Director since: 2024 Age: 56 Board Committees: None | Thomas Salentine, Jr. has served as a member of our Board of Directors since our formation. Mr. Salentine has served as President at Bindley Capital Partners, LLC, a private investment firm, since 2001. He was previously a principal at Frontenac Company, a private equity firm, from 1996 to 2001. Prior to that, Mr. Salentine worked in investment banking at Bear Stearns Companies, Inc. from 1990 to 1993. He previously served on the board of directors of Platinum Entertainment, Inc., an integrated music company. Mr. Salentine is a graduate of Harvard College and received his M.B.A. from the Kellogg School of Management at Northwestern University. We believe Mr. Salentine is qualified to serve as a director because of his substantial experience in the investment and financial industries and public company board experience. | | Class II Directors | | | John Ackerman Director since: 2024 Age: 67 Board Committees: None | John Ackerman has served as a member of our Board of Directors since our formation. Mr. Ackerman is a co-founder of Cardinal Equity Partners, a private equity firm focused on middle-market investments, and has served as President since 1994. Mr. Ackerman currently serves on the board of directors of four of Cardinal Equity Partners’ portfolio companies, as well as on the board of directors of AAA Hoosier Motor Club. Until their respective sales in 2020, Mr. Ackerman was a board member of Hulman & Company, a wholesale foods supplier, The Indianapolis Motor Speedway and Clabber Girl Corporation, a baking powder producer. Prior to entering private equity, Mr. Ackerman spent ten years with the Quaker Oats Company, where he managed a variety of the company’s brands. Mr. Ackerman has a bachelor’s degree in business from the University of Michigan and a M.S., Management from the Kellogg School of Business at Northwestern University. We believe Mr. Ackerman is qualified to serve as a director because of his extensive strategic and managerial experience in our industry. | | Randall Lewis Director since: 2024 Age: 62 Board Commitees: Audit (Chair); Compensation | Randall Lewis has served as a member of our Board of Directors since September 2024. Mr. Lewis is the Managing Partner for Cleveland Avenue, LLC (“Cleveland Avenue”), a venture capital investment firm that invests in agrifood and beverage, related technologies, and life-style related technology investments. He joined Cleveland Avenue in 2020 and is responsible for leading transaction sourcing, due |
Class I Director Nominee and Other Director Biographies
| | diligence, financial evaluation, and portfolio management of the firm’s portfolio investments. Mr. Lewis has served on the board of directors of Simon Property Group, Inc. since March 2023. Prior to joining Cleveland Avenue, Mr. Lewis served his alma mater, Purdue University, as Executive Director for the Krannert Professional Development Center from 2013 to 2020. He has over 35 years of finance, risk management, and operations experience. This includes his years with General Electric, Wells Fargo and Elevance Health, Inc. (formerly Anthem, Inc.). While working for these Fortune 500 companies, he held various senior executive roles, including Executive Vice President and Chief Compliance Officer, Executive Vice President and Chief Auditor, Managing Director of Corporate Development, and Chief Executive Officer for a start-up logistics firm. Mr. Lewis obtained his B.S. in General Management/Accounting and M.B.A. in Finance from the Krannert School of Management at Purdue University. Mr. Lewis is also a Certified Public Accountant. We believe Mr. Lewis is qualified to serve as a director because of his deep financial and operational experience and public company board experience. | | Class III Directors | | | William Bindley Director since: 2024 Age: 84 Board Committees: None | William Bindley has served as Chairman of our Board of Directors since our formation. Mr. Bindley has served as Chairman of Bindley Capital Partners, LLC, a private investment firm, since 2001. Mr. Bindley also founded Priority Healthcare Corporation (“Priority”), a national provider of bio-pharmaceuticals and complex therapies for chronic disease states, and served as their Chairman from 1995 to 2005 and Chief Executive Officer from 1994 to 1997. Mr. Bindley was also the Chairman, President, Chief Executive Officer and founder of Bindley Western Industries, Inc., a national pharmaceutical distributor and nuclear pharmacy operator that was acquired by Cardinal Health, Inc. in 2001. He previously served as a trustee at Kite Realty Group Trust from August 2004 to May 2024 and has also served on the boards of directors of Cardinal Health, Inc., Key Bank, NA, Bindley Western Industries, Priority and Shoe Carnival, Inc. Mr. Bindley received his B.S. in Industrial Economics and Doctor of Management from Purdue University and completed the Wholesale Management Program at the Stanford Graduate School of Business. We believe that Mr. Bindley is qualified to serve as a director because of his extensive experience in leading healthcare focused companies, as well as his significant public company leadership experience. | | Fred Burke Director since: 2021 Age: 75 Board Committees: None | Fred Burke has served as our President and Chief Executive Officer and a member of our Board of Directors since our formation. Prior to co-founding Guardian, Mr. Burke was a co-founder and president of two start-up companies in |
Class I Director Nominee and Other Director Biographies
| | Atlanta, Georgia: Central Pharmacy Services, Inc. (“Central Pharmacy”), which was founded in 1992 and ultimately acquired by Cardinal Health in 2001, and Sales Technologies, Inc., which was founded in 1983 and acquired by Dun & Bradstreet Corporation in 1989. Mr. Burke also previously served as a brand manager at Procter & Gamble, a consultant and engagement manager at McKinsey & Company, and as an officer in the United States Air Force, leading a combat communications unit. Mr. Burke received a B.S., Engineering from Mississippi State University, and an M.S., Industrial Management from the Krannert School of Management at Purdue University. We believe that Mr. Burke is qualified to serve as a director because of his operational and historical expertise gained from serving as our President and Chief Executive Officer, and his extensive experience in the pharmacy industry. | | Steve Cosler Director since: 2024 Age: 69 Board Committees: Audit; Compensation (Chair) | Steve Cosler has served as a member of our Board of Directors since September 2024. Mr. Cosler has served as an Operating Partner at Water Street Healthcare Partners, LLC (“Water Street”), a Chicago-based private equity firm focused on the healthcare industry, since 2006. Prior to Water Street, he served as the President and Chief Executive Officer of Priority, a Fortune 1000 company that distributed and managed biopharmaceutical therapies. At Priority, Mr. Cosler lead the company’s successful initial public offering, as well as strategic initiatives that contributed to its growth and ultimate sale to Express Scripts, Inc. Mr. Cosler serves on the board of directors of Imagine360, LLC, Liviniti, LLC and Eversana Life Science Services LLC, all of which are Water Street portfolio companies, as well as MedShorts LLC. Mr. Cosler also serves as the Chairman of National Retail Properties, Inc. Previously, Mr. Cosler served on the board of directors of Cima Labs Inc. and Priority, and served as the lead independent director at Catamaran Corporation, both of which are former public companies. Mr. Cosler has also served on the Board of Trustees for two closed-end funds of Claymore Securities Inc. Mr. Cosler received a M.S., Industrial Management from the Krannert School of Management at Purdue University. We believe Mr. Cosler is qualified to serve as a director because of his unique combination of senior management and operational experience in specialty pharmacy, specialty distribution, outsourced payer services and technology. |
Compensation Committee
| • | reviewing and recommending to the Board the compensation of our directors; |
2024 Summary Compensation Table
2024 Summary Compensation Table The following table summarizes information regarding the compensation awarded to, earned by, or paid to our NEOs during the years ended December 31, 2024 and 2023.
2024 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Non-Equity Incentive Plan Compensation(1) ($) | All Other Compensation(2) ($) | Total ($) | | Fred Burke President and Chief Executive Officer | 2024 | $450,000 | $— | $270,000 | $46,103 | $766,103 | | | 2023 | $402,750 | $— | $212,625 | $58,362 | $673,737 | | David Morris Executive Vice President and Chief Financial Officer | 2024 | $400,000 | $— | $240,000 | $44,317 | $684,317 | | | 2023 | $348,625 | $— | $184,313 | $54,386 | $587,324 | | Kendall Forbes Executive Vice President, Sales & Operations | 2024 | $400,000 | $— | $240,000 | $41,050 | $681,050 | | | 2023 | $348,625 | $— | $184,313 | $50,687 | $583,625 |
2024 Summary Compensation Table
| (1) Represents annual cash incentive award payouts. See “—2024 Annual Cash Incentive Awards” below for more information. |
2024 Summary Compensation Table
| (2) The amounts reported for 2024 consist of: (i) for Mr. Burke, a 401(k) employer match in the amount of $12,075 and reimbursement for self-employment taxes in the amount of $34,028; (ii) for Mr. Morris, a 401(k) employer match in the amount of $12,075 and reimbursement for self-employment taxes in the amount of $32,242; and (iii) for Mr. Forbes, a 401(k) employer match in the amount of $12,075 and reimbursement for self-employment taxes in the amount of $28,975. |
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End There were no outstanding equity awards held by any of our NEOs as of December 31, 2024, and our NEOs did not receive equity compensation awards during fiscal year 2024.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
2024 Director Compensation Table
2024 Director Compensation Table The table below summarizes the compensation earned by or paid to our directors for the year ended December 31, 2024, excluding Mr. Burke and Mr. Morris, whose compensation is covered in the 2024 Summary Compensation Table above.
2024 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation ($) | Total ($) | | John Ackerman | — | — | — | — | | William Bindley | — | — | — | — | | Steve Cosler | 18,750 | 49,994 | — | 68,744 | | Randall Lewis | 18,750 | 49,994 | — | 68,744 | | Mary Sue Patchett | 18,750 | 49,994 | — | 68,744 | | Thomas Salentine, Jr. | — | — | — | — |
2024 Director Compensation Table
| (1) The amounts in this column represent the aggregate grant date fair value of the restricted stock unit awards granted to our non-employee directors in 2024, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. For information regarding assumptions used in calculating these values, see Note 11 to the financial statements included in our Annual Report on 10-K for the fiscal year ended December 31, 2024. As of December 31, 2024, each of Mr. Cosler, Mr. Lewis and Ms. Patchett held 3,571 outstanding RSUs; none of our other non-employee directors had any outstanding stock awards or option awards as of such date. |