David Morris
About David Morris
David Morris is Executive Vice President and Chief Financial Officer of Guardian Pharmacy Services, Inc. (GRDN) and a Class I director nominee; he has served on the Board since 2021 and is age 61. He holds a B.S. in Accounting from the University of Alabama and previously was CFO of Central Pharmacy, President of the PBM Division at Complete Health, and a CPA at Ernst & Young LLP . 2024 incentive metrics were fully met (revenue $1.228B vs $1.175B target; Adjusted EBITDA $90.8M vs $86.1M; residents served 186,000 vs 177,000), resulting in a 100% payout of target annual incentives . In Q3 2025, GRDN reported 20% revenue growth to $377.4M, 19% Adjusted EBITDA growth to $27.3M, raised FY25 revenue guidance to $1.43–$1.45B and Adjusted EBITDA to $104–$106M (midpoint ~16% YoY), underscoring execution under Morris’s CFO leadership .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ernst & Young LLP | Certified Public Accountant | 1985–1991 | Foundation in audit/financial controls |
| Complete Health | President, PBM Division | 1991–1993 | Led PBM operations and payer relationships |
| Central Pharmacy | Chief Financial Officer | 1993–2001 | Built pharmacy finance and scaling capabilities |
| Guardian Pharmacy Services, Inc. | EVP & CFO; Director | 2021–present | Co-founder; financial and operational leadership; Board service since 2021 |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No public company or non-profit boards disclosed for Morris |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 348,625 | 400,000 |
| Bonus ($) | — | — |
| Non-Equity Incentive ($) | 184,313 | 240,000 |
| All Other Compensation ($) | 54,386 | 44,317 |
| Total ($) | 587,324 | 684,317 |
| 2024 All Other Detail | 401(k) match $12,075; self-employment tax reimbursement $32,242 | — |
Notes:
- Affiliated directors (including Morris) do not receive director fees or equity for Board service .
- Clawback policy covers incentive-based compensation over a three-year recovery period upon a required restatement; no-fault, subject to SEC/NYSE rules .
Performance Compensation
2024 Annual Cash Incentive Outcomes
| Metric | Target | Actual | Payout Determination |
|---|---|---|---|
| Company Revenue ($B) | 1.175 | 1.228 | 100% of target award paid |
| Company Adjusted EBITDA ($MM) | 86.1 | 90.8 | 100% of target award paid |
| Residents Served (Dec) | 177,000 | 186,000 | 100% of target award paid |
| Morris 2024 Annual Incentive ($) | Target 240,000 | Paid 240,000 | 100% payout confirmed |
Definition: Adjusted EBITDA per company’s non-GAAP definition with reconciliation in 10-K .
2025 Annual Incentive Program Design (Executive Officers)
| Metric | Weighting | Threshold Payout | Target Payout | Maximum Payout |
|---|---|---|---|---|
| Company Revenue | 20% | 75% of target | 100% | 125% |
| Company Adjusted EBITDA | 60% | 75% of target | 100% | 125% |
| Geographic Expansion | 20% | 75% of target | 100% | 125% |
| Executive | Threshold ($) | Target ($) | Maximum ($) |
|---|---|---|---|
| David Morris | 185,400 | 247,200 | 309,000 |
Equity Ownership & Alignment
| Holder | Class A Shares | % of Class A Outstanding | Class B Shares | % of Class B Outstanding | Combined Voting Power |
|---|---|---|---|---|---|
| David Morris | 641,869 | 2.8% | 1,925,608 | 4.7% | 4.1% |
Additional alignment details:
- Morris has sole voting and dispositive power over 2,567,477 shares of common stock .
- No outstanding equity awards for NEOs at FY2024; equity awards initiated in 2025 .
- Company insider trading policy prohibits hedging; pledging not disclosed in proxy .
- 93% of shares subject to a lock-up agreement through 06/30/2026, reducing near-term insider selling pressure .
Employment Terms
| Term | Detail |
|---|---|
| Agreement Effective Date | September 27, 2024 |
| Initial Term | Two years; auto-renews for 1-year periods unless company provides notice ≥60 days before term end |
| Base Salary | $400,000; subject to annual review |
| Annual Cash Incentive | Target ≥60% of base; maximum ≥150% of target; metrics/goals set annually by Board/Comp Committee |
| Long-Term Incentive Eligibility | Participation as approved under equity plans |
| Restrictive Covenants | Customary non-competition, non-solicitation, confidentiality |
| Clawback | Policy compliant with SEC/NYSE—3-year recovery for restatement |
Severance & Change-in-Control Economics
| Scenario | Cash Multiple | Pro-Rata Target Bonus | Health Premiums | Equity Treatment |
|---|---|---|---|---|
| Termination without cause / Good Reason (non-CIC) | 2× (salary + target annual cash incentive) | Yes | Reimbursement up to 24 months | Not specified in this scenario |
| Termination within 2 years after Change-in-Control (double-trigger) | 3× (salary + target annual cash incentive) | Yes | Reimbursement up to 36 months | Full vesting; performance awards vest at greater of target or actual |
| RSU Award special terms | — | — | — | RSUs vest in full upon death/disability or upon Change-in-Control (single-trigger specific to RSUs) |
2025 Long-Term Incentive Award (RSUs)
| Award Type | Grant Date | Grant Value | Vesting Schedule | Acceleration Triggers |
|---|---|---|---|---|
| RSU (2024 Equity & Incentive Plan) | Feb 5, 2025 | $240,000 | Vests in full on Feb 5, 2028 | Death/disability or Change-in-Control (vests in full) |
Board Governance
- Board service history: Director since 2021; nominated as Class I director for election at 2025 Annual Meeting; Board committees: none .
- Independence: Affiliated Director (employee/officer); company is a controlled company under NYSE rules, exempt from certain governance requirements; nevertheless, Compensation Committee is fully independent .
- Committee composition: Audit—Lewis (Chair), Cosler, Patchett; Compensation—Cosler (Chair), Lewis, Patchett .
- Board/committee attendance: 100% director attendance in 2024; Audit met twice; Compensation did not meet post-IPO in 2024; independent directors hold executive sessions .
- Director compensation: Affiliated Directors (including Morris) receive no director compensation; Non-Affiliated Directors receive $75,000 cash retainer and RSUs (target $100,000 annually; initial $50,000 post-IPO) .
2025 Annual Meeting Vote Outcomes
| Item | For | Withhold/Against | Broker Non-Votes/Abstain |
|---|---|---|---|
| Elect David Morris (Class I) | 39,883,462 | 5,316,005 | 485,295 (broker non-votes) |
| Auditor (Ernst & Young LLP) Ratification | 45,640,998 | 43,710 (against) | 54 (abstain) |
Investment Implications
- Pay-for-performance alignment: Clear linkage to revenue, Adjusted EBITDA, and operational expansion; 2024 targets achieved → full payout; 2025 plan weights EBITDA most heavily (60%), reinforcing profitability focus .
- Retention and selling pressure: RSUs vesting in 2028 and a broad lock‑up until mid‑2026 (93% of shares) reduce near-term insider supply; single-trigger vesting of RSUs at Change-in-Control is a modest acceleration risk .
- Severance/CIC economics: 2× cash severance on termination; 3× under double-trigger post-CIC with full equity vesting—competitive but increases transaction cost; pro-rata target bonus is shareholder-friendly clarity .
- Ownership alignment: Morris’s 4.1% combined voting power with sole voting power over ~2.57M shares provides meaningful skin-in-the-game; hedging prohibited; no pledging disclosure—monitor for future updates .
- Governance risk: Controlled company status and CFO-director dual role reduce perceived independence; mitigation includes fully independent Compensation Committee and periodic executive sessions .
- Execution track record: Consistent growth (Q3 2025: 20% revenue growth; guidance raised; Adjusted EBITDA midpoint +16% YoY), highlighting CFO’s operational and financial execution through policy headwinds (IRA/Part D) .