Kendall Forbes
About Kendall Forbes
Kendall Forbes is Executive Vice President, Sales & Operations at Guardian Pharmacy Services (GRDN), serving since the company’s founding in 2004; he is 68 years old and holds a B.S. from the University of Louisiana Monroe School of Pharmacy and completed a graduate fellowship in Radiopharmacy at the University of New Mexico . Company performance metrics tied to his 2024 incentive program achieved targets of $1.228 billion revenue, $90.8 million Adjusted EBITDA, and 186,000 residents served in December 2024, resulting in a 100% payout of target annual cash incentives . Forbes is one of the “Guardian Founders” with significant ownership and voting power under the Stockholders’ Agreement, contributing to GRDN’s “controlled company” status at NYSE .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Central Pharmacy Services, Inc. | Co‑founder; Executive Vice President of Operations | 1993–2004 | Venture ultimately acquired by Cardinal Health, Inc. in 2001, evidencing scaled operational execution |
| Baton Rouge Central Pharmacy | Owner | 1985–1993 | Built and operated regional pharmacy platform |
| Nuclear Pharmacy, Inc. (predecessor to Syncor Nuclear Pharmacy) | Pharmacy Manager | 1982–1985 | Radiopharmacy expertise foundational to later leadership in pharmacy operations |
External Roles
- No public company board or external directorships disclosed for Forbes in reviewed filings .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $348,625 | $400,000 |
| Bonus ($) | $0 | $0 |
| Non‑Equity Incentive Plan Compensation ($) | $184,313 | $240,000 |
| All Other Compensation ($) | $50,687 | $41,050 (includes $12,075 401(k) match and $28,975 self‑employment tax reimbursement) |
| Total ($) | $583,625 | $681,050 |
- Employment Agreement base salary set at $400,000, effective September 27, 2024; target annual cash incentive opportunity no less than 60% of base salary; maximum no less than 150% of target .
Performance Compensation
2024 Annual Cash Incentive – Metrics, Targets, Actuals, Payout
| Metric | Target | Actual | Payout |
|---|---|---|---|
| Company Revenue | $1.175 billion | $1.228 billion | 100% of target award |
| Company Adjusted EBITDA | $86.1 million | $90.8 million | 100% of target award |
| Residents Served (Dec 2024) | 177,000 | 186,000 | 100% of target award |
- 2024 payout approved at 100% of target: $240,000 to Forbes .
2025 Annual Incentive Program – Design
| Element | Detail |
|---|---|
| Metrics & Weighting | Revenue 20%; Adjusted EBITDA 60%; Geographic Expansion 20% |
| Payout Curve | Threshold 75% of target; Target 100%; Maximum 125% |
| Award Opportunity (Forbes) | Threshold $185,400; Target $247,200; Maximum $309,000 |
2025 Long‑Term Incentive (RSUs)
| Grant Date | Grant Value | Vesting | Acceleration |
|---|---|---|---|
| Feb 5, 2025 | $240,000 RSUs | Cliff vesting in full on Feb 5, 2028 | Full vesting upon death, disability, or change‑in‑control |
- No equity awards outstanding as of Dec 31, 2024 .
Equity Ownership & Alignment
| Holding | Shares | % of Class | Combined Voting Power |
|---|---|---|---|
| Class A Common | 608,570 | 2.7% of Class A outstanding | 3.8% combined voting power |
| Class B Common | 1,825,710 | 4.5% of Class B outstanding | 3.8% combined voting power |
| Total Beneficial | 2,434,280 (sole voting and dispositive power) | — | 3.8% combined voting power |
- Insider trading policy prohibits hedging; pledging is not expressly addressed in reviewed disclosure .
- No executive stock ownership guidelines disclosed; non‑employee directors must hold 5x annual cash retainer and retain 100% of shares from RSU settlements until compliant .
- Controlled company status: the Guardian Founders, including Forbes, hold a majority of voting power, exempting GRDN from certain NYSE governance requirements .
Employment Terms
| Term | Provision |
|---|---|
| Agreement Effective Date | September 27, 2024 |
| Initial Term & Auto‑Renewal | Initial term ends on second anniversary; auto‑extends annually unless 60‑day non‑renewal notice |
| Base Salary | $400,000 |
| Target & Max Bonus | Target ≥60% of base; Maximum ≥150% of target |
| Severance (non‑CoC) | 2× (base + target bonus) cash; prorated target bonus; health premium reimbursement up to 24 months; subject to release |
| Severance (within 2 years post‑CoC) | 3× (base + target bonus) cash; prorated target bonus; health premium reimbursement up to 36 months; full vesting of equity (performance awards vest at greater of target or actual) |
| Restrictive Covenants | Customary non‑competition, non‑solicitation, confidentiality |
| Clawback | 3‑year recovery of incentive‑based comp upon required restatement; fault not required, with limited exceptions per SEC/NYSE |
Investment Implications
- Alignment: Forbes’ 2.434 million share beneficial ownership and 3.8% combined voting power provide meaningful skin‑in‑the‑game; GRDN’s controlled company status indicates founder influence over governance and strategic outcomes .
- Incentive mix and performance focus: Annual incentives are materially tied to Adjusted EBITDA and revenue, with 2025 weighting 60% to Adjusted EBITDA, reinforcing margin/cash‑flow discipline; 2024 targets were met at 100% payout .
- Vesting and potential selling pressure: 2025 RSUs have a single cliff on Feb 5, 2028 with full vesting and change‑in‑control acceleration, creating a discrete future vesting event rather than ongoing sell pressure; no options outstanding as of 2024 reduces near‑term exercise‑driven sales .
- Retention/CoC economics: Double‑trigger change‑in‑control benefits at 3× cash plus equity acceleration and extended benefits increase transaction costs and retention stickiness; non‑CoC severance at 2× supports retention but adds cost if turnover occurs .
- Governance risk mitigants: Hedging is prohibited and a formal clawback is in place; pledging not disclosed; lack of executive ownership guidelines and controlled company exemptions may reduce external governance checks, warranting monitoring of compensation rigor and capital allocation .
No related party transactions involving Forbes were reported in 2023–2024 beyond a directed share program purchase by a director; Audit Committee policy governs future related‑party reviews .