Mary Sue Patchett
About Mary Sue Patchett
Mary Sue Patchett, age 62, has served as an independent director of Guardian Pharmacy Services, Inc. since 2024 and sits on the Audit Committee and Compensation Committee . She previously held senior leadership roles at Brookdale Senior Living Inc., including Executive Vice President of Strategic Operations (March 2020–June 2021), where she led Brookdale’s COVID-19 emergency response center, and earlier roles overseeing community and field operations and serving as President of the Southeast Division; she holds a B.S. in business from George Mason University . In 2024, she attended 100% of Board and applicable committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brookdale Senior Living Inc. | EVP, Strategic Operations | Mar 2020 – Jun 2021 | Led COVID-19 emergency response center, strategic planning, market positioning, and government affairs |
| Brookdale Senior Living Inc. | EVP, Community and Field Operations | Not disclosed | Oversight of community and field operations |
| Brookdale Senior Living Inc. | President, Southeast Division | Not disclosed | Regional leadership in senior housing operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Ms. Patchett in the proxy biography . |
Board Governance
- Classification and nomination: GRDN has a classified board; Patchett is nominated as a Class I director for election in 2025 (term to 2028). She is one of three independent directors selected by the Board under a Stockholders’ Agreement that also grants founder-affiliated nomination rights .
- Independence: The Board affirmatively determined that Patchett is independent under NYSE rules; independent directors meet periodically in executive sessions .
- Controlled company: GRDN is a “controlled company” under NYSE standards due to founder voting control and is exempt from certain governance requirements (e.g., majority independent board; independent nominating committee). Despite this, GRDN maintains a fully independent Compensation Committee; director nominations are handled by the full Board (no nominating/governance committee) .
- Committee assignments: Audit Committee member (Audit met twice in 2024; members meet NYSE financial literacy requirements; Lewis and Cosler designated “audit committee financial experts”) . Compensation Committee member (committee did not meet in 2024; charter authorizes use of consultants) .
- Attendance: In 2024 after IPO effectiveness, the Board met once; each director attended 100% of Board and applicable committee meetings .
- Lead director: An additional $25,000 cash retainer exists for any lead director, but the proxy does not identify a lead independent director by name .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $18,750 | Prorated post‑IPO for non‑affiliated directors |
| Stock awards (grant‑date fair value) | $49,994 | 3,571 RSUs outstanding as of 12/31/2024; initial RSUs targeted at $50,000 based on $14 IPO price |
| Total | $68,744 | Sum of cash fees and stock awards |
Director compensation program features (non‑affiliated directors):
- Annual cash retainer: $75,000; additional $25,000 for any lead director .
- Equity: Annual RSU grant targeted at $100,000, generally vesting on the earlier of the first anniversary of grant or the next annual meeting; initial post‑IPO RSU grants targeted at $50,000, generally vesting six months after grant .
- No meeting fees and no committee chair fees currently, given all compensated directors serve on all committees; may be reconsidered in future .
Performance Compensation
| Element | Structure | Metrics/Terms |
|---|---|---|
| Director equity | Time‑based RSUs | Annual RSUs vest by time (earlier of first anniversary or next annual meeting for regular grants; initial post‑IPO grants vest after six months). No performance‑contingent PSUs or option awards disclosed for directors . |
No director performance metrics (e.g., revenue/EBITDA/TSR) are tied to non‑employee director compensation per the proxy. Executive performance programs are separate and not applicable to independent directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Ms. Patchett |
| Private/non‑profit boards | Not disclosed |
| Interlocks with competitors/suppliers/customers | None disclosed; Audit Committee oversees related‑party transactions and reported no such transactions involving directors in 2023–2024 (other than Directed Share Program purchases by Salentine) . |
Expertise & Qualifications
- Senior‑care operations and crisis management: Led Brookdale’s COVID‑19 emergency response center; extensive operational leadership in senior housing .
- Governance suitability: Board cites substantial managerial experience in healthcare and senior care as qualifications .
- Education: B.S. in business, George Mason University .
Equity Ownership
| Holder | Shares/Units | % of Shares Outstanding | Notes |
|---|---|---|---|
| Mary Sue Patchett – Class A common stock | 7,142 | <1% | Beneficial ownership as of March 28, 2025; star denotes less than 1% |
| Mary Sue Patchett – RSUs outstanding | 3,571 | — | RSUs held as of 12/31/2024; vesting generally six months post‑grant for initial awards |
| Director ownership guidelines | 5x annual cash retainer | — | Must retain 100% of shares from RSU settlements until guideline met; compliance status for Ms. Patchett not disclosed |
Company insider trading policy prohibits hedging by directors and covered persons .
Governance Assessment
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Positives:
- Independent director with 100% 2024 attendance; active on Audit and Compensation Committees; independent directors meet in executive sessions .
- Audit oversight robust; committee members financially literate; two members designated “audit committee financial experts”; Audit Committee reviews related‑party transactions and reported none for 2023–2024 involving directors (other than a directed share purchase by Salentine) .
- Clear non‑employee director ownership guidelines (5x retainer) promote alignment; hedging prohibited .
-
Cautions/monitoring items:
- Controlled company status with founder nomination rights; no separate nominating/governance committee—director nominations handled by the full Board; investors should monitor independence and refreshment processes over time .
- Director equity appears limited to time‑based RSUs; alignment grows with tenure but current stake (<1% and 7,142 shares) is modest relative to total outstanding, suggesting alignment depends on future grants and guideline compliance .
- Compensation Committee did not meet in 2024 post‑IPO; ensure committee cadence is sufficient as programs mature .
-
Related‑party/conflicts:
- No related‑party transactions reported for Ms. Patchett; Audit Committee policy in place for review/approval of any such transactions .