John Ackerman
About John Ackerman
John Ackerman, age 67, has served on GRDN’s Board since 2024 as a Class II director with no committee assignments. He is co‑founder and President of Cardinal Equity Partners (since 1994), previously spent ten years at Quaker Oats managing brands, and holds a bachelor’s in business from the University of Michigan and an M.S. in Management from Northwestern’s Kellogg School. He currently serves on the boards of four Cardinal portfolio companies and AAA Hoosier Motor Club; prior public/private board roles included Hulman & Company, the Indianapolis Motor Speedway, and Clabber Girl Corporation until those businesses were sold in 2020. The Board highlights his strategic and managerial expertise in GRDN’s industry as the basis for his nomination.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quaker Oats Company | Brand management leader | 10 years (dates not disclosed) | Managed multiple company brands (operating/marketing experience) |
| Hulman & Company | Director | Until sale in 2020 | Board member prior to sale (portfolio oversight) |
| Indianapolis Motor Speedway | Director | Until sale in 2020 | Board member prior to sale |
| Clabber Girl Corporation | Director | Until sale in 2020 | Board member prior to sale |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cardinal Equity Partners | Co‑founder & President | Since 1994 | Private equity leadership; portfolio governance |
| AAA Hoosier Motor Club | Director | Current | Board member |
| Cardinal Equity Partners portfolio companies (four) | Director | Current | Board oversight across middle‑market investments |
Board Governance
| Attribute | Detail |
|---|---|
| Board class / term | Class II director; term expiring at the 2026 Annual Meeting |
| Committee memberships | None |
| Independence status | Affiliated Director (Cardinal Stockholders Nominee); not among NYSE‑determined independent directors (independents are Cosler, Lewis, Patchett) |
| Attendance (2024 post‑IPO) | 100% of Board and applicable committee meetings for all directors (including Ackerman) |
| Lead Independent Director / executive sessions | Independent directors meet periodically in executive session; lead role compensation framework disclosed (no lead named) |
| Controlled company status | GRDN is a “controlled company” under NYSE (Founders control majority voting power); exempt from certain NYSE governance requirements; Compensation Committee is fully independent notwithstanding exemption |
| Nomination rights / seat origin | Elected as the Cardinal Stockholders Nominee under the Stockholders’ Agreement; Founders hold ongoing nomination/voting rights subject to ownership thresholds/standstills |
Fixed Compensation (Director)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | — | — | — | — |
| Program note | Affiliated Directors (Burke, Morris, Ackerman, Bindley, Salentine) receive no director compensation under GRDN’s program |
Context (non‑affiliated directors): Annual cash retainer $75,000; lead director +$25,000; RSUs targeted at $100,000 per year with standard vesting; no meeting fees; no incremental committee chair retainers currently.
Performance Compensation (Director)
| Award Type | Metric(s) | Target / Vesting | Payout |
|---|---|---|---|
| Not applicable (Affiliated Directors) | N/A | Affiliated Directors do not receive equity or incentive compensation for Board service | N/A |
Other Directorships & Interlocks
| Entity | Public/Private | Role | Notes |
|---|---|---|---|
| AAA Hoosier Motor Club | Not disclosed | Director | Current role |
| Four Cardinal Equity Partners portfolio companies | Not disclosed | Director | Current roles across portfolio |
| Hulman & Company | Not disclosed | Director | Role ended upon sale in 2020 |
| Indianapolis Motor Speedway | Not disclosed | Director | Role ended upon sale in 2020 |
| Clabber Girl Corporation | Not disclosed | Director | Role ended upon sale in 2020 |
Interlocks and control dynamics:
- Cardinal Stockholders (including Pharmacy Investors, LLC and Cardinal Equity Fund LP) have one Board designee right; Ackerman serves as that nominee under the Stockholders’ Agreement (Founders voting agreements apply).
- GRDN is a controlled company (majority voting power concentrated among Founders), lessening certain NYSE independence requirements; the Compensation Committee is nevertheless fully independent.
Expertise & Qualifications
- Private equity leadership (President of Cardinal Equity Partners since 1994), portfolio governance, middle‑market investing.
- Operating/brand management at Quaker Oats (10 years).
- Board experience across varied industries (AAA Hoosier Motor Club; prior boards of Hulman & Company, Indianapolis Motor Speedway, Clabber Girl).
- Education: B.S. in business (University of Michigan); M.S. in Management (Kellogg School of Management, Northwestern University).
Equity Ownership
| Holder | Class A Shares | % of Class A Outstanding | Class B Shares | % of Class B Outstanding | Combined Voting Power |
|---|---|---|---|---|---|
| John Ackerman | 1,413,940 | 6.2% | 4,241,818 | 10.5% | 8.9% |
Additional ownership details:
- Ackerman has sole voting and dispositive power over an aggregate 5,655,758 GRDN common shares owned by Pharmacy Investors, LLC by virtue of his role as Manager of Pharmacy Investors.
- As of 12/31/2024, he had no outstanding director stock awards or options (only non‑affiliated directors received initial RSUs post‑IPO).
- Insider trading policy prohibits hedging by directors and covered persons; no pledging disclosures were identified.
Governance Assessment
-
Positive signals:
- 100% attendance in 2024 and ongoing engagement post‑IPO.
- Fully independent Compensation Committee despite controlled company exemptions; independent directors meet in executive session.
- Adoption of an SEC/NYSE‑compliant clawback policy (three‑year recovery period; no‑fault trigger on restatements).
- Standstill and transfer restrictions on Significant Stockholders (≥10% beneficial ownership) for seven years, mitigating incremental control risk.
-
Structural risks and potential conflicts:
- Controlled company status with Founders’ nomination and voting agreements concentrates influence and may reduce broader shareholder leverage over Board composition.
- Ackerman is an Affiliated Director and the Cardinal Stockholders Nominee; he is not NYSE‑independent and holds significant beneficial ownership via Pharmacy Investors, potentially aligning with the Founders’ interests over minority holders.
- No committee assignments, limiting direct involvement in audit/compensation oversight, though related‑party transactions are overseen by the independent Audit Committee.
-
Related‑party transactions:
- GRDN reports no related‑person transactions in 2023–2024 involving Ackerman; the only disclosed item was a directed share program purchase by Director Thomas Salentine at IPO.
-
Director compensation alignment:
- Ackerman receives no cash/RSU compensation for Board service (Affiliated Director), relying on equity ownership for alignment—reduces cash conflicts but embeds sponsor‑aligned incentives.
RED FLAGS
- Controlled company governance and sponsor nomination/voting rights (entrenchment risk).
- Non‑independent status and absence from key oversight committees.
- High beneficial ownership via sponsor entity (potential conflicts in strategic transactions or capital allocation).
Mitigants
- Independent Compensation Committee; Audit Committee financial experts and related‑party transaction policy with independent oversight.
- Prohibitions on hedging; clawback policy in place.