Randall Lewis
About Randall Lewis
Randall Lewis, age 62, is an independent director of Guardian Pharmacy Services, Inc. (GRDN) since September 2024 and currently serves as Chair of the Audit Committee and member of the Compensation Committee . He is Managing Partner at Cleveland Avenue, a venture firm focused on agrifood, beverage, and related technologies, and brings 35+ years of finance, risk, and operations experience from roles at General Electric, Wells Fargo, and Elevance Health; he is also a Certified Public Accountant (CPA) with a B.S. and an M.B.A. in Finance from Purdue’s Krannert School of Management . Lewis has served on the board of Simon Property Group, Inc. since March 2023 . The Board has affirmatively determined he is independent under NYSE rules and the independent directors meet in executive sessions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Purdue University (Krannert Professional Development Center) | Executive Director | 2013–2020 | Led professional development center; adds academic/leadership perspective to board oversight |
| General Electric; Wells Fargo; Elevance Health (formerly Anthem) | Senior executive roles incl. EVP & Chief Compliance Officer; EVP & Chief Auditor; Managing Director of Corporate Development | Various; 35+ years across finance/risk/ops | Deep financial, risk management, and operational expertise applicable to audit oversight |
| Start-up logistics firm | Chief Executive Officer | Not disclosed | Operating leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cleveland Avenue, LLC | Managing Partner | 2020–present | VC firm investing in agrifood, beverage, related/lifestyle technologies |
| Simon Property Group, Inc. | Director | Since March 2023 | Public company directorship (committee roles not disclosed) |
Board Governance
- Committees: Audit (Chair) and Compensation (member) .
- Financial Expert: The Board determined Mr. Lewis (and Mr. Cosler) are “audit committee financial experts” under SEC rules; all Audit members meet NYSE financial literacy requirements .
- Independence: The Board determined Mr. Lewis is independent under NYSE rules; independent directors meet in executive sessions .
- Attendance and meeting cadence (post‑IPO 2024): Board met 1 time; Audit met 2 times; Compensation did not meet; all directors had 100% attendance for Board and applicable committees during their service period in 2024 .
- Controlled company: GRDN is a “controlled company” under NYSE due to founder/affiliated voting control; exempt from some NYSE governance requirements (e.g., majority independent board, independent nom/gov committee), though the Compensation Committee is fully independent .
- Nomination process: No nom/gov committee; full Board handles nominations; certain founder/affiliate nomination rights persist via a Stockholders’ Agreement (three independent seats are Board‑selected) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 cash fees (actual) | $18,750 | Pro‑rated portion of the $75,000 annual cash retainer post‑IPO |
| Annual cash retainer (policy) | $75,000 | For each non‑affiliated director; additional $25,000 only for any lead director (none disclosed for Lewis) |
| Committee chair/member fees | $0 | No meeting fees and no additional retainer for committee chairs; may revisit in future |
Performance Compensation
| Award Type | Grant/Value | Shares/Units | Vesting | Notes |
|---|---|---|---|---|
| 2024 RSU (initial, post‑IPO) | $49,994 (grant‑date fair value) | 3,571 RSUs outstanding as of 12/31/2024 | Generally vests 6 months after grant | Initial director grants targeted $50,000 and were sized at the $14.00 IPO price; time‑based, not performance‑based |
| Annual RSU (policy) | $100,000 target per year | Not stated (share count based on grant‑date price) | Vest on earlier of first anniversary or next annual meeting | Expected at each annual meeting; time‑based vesting; no options disclosed |
Total 2024 director compensation for Lewis was $68,744, comprised of $18,750 cash and $49,994 stock awards (time‑based RSUs) . GRDN does not pay meeting fees and did not provide additional chair fees in 2024 .
Other Directorships & Interlocks
| Company | Role | Since | Interlocks/Notes |
|---|---|---|---|
| Simon Property Group, Inc. | Director | March 2023 | No GRDN‑related interlocks disclosed; committee roles at Simon not disclosed in GRDN proxy |
No related‑party transactions involving Mr. Lewis were reported for 2023 or 2024; the only disclosed transaction was a director’s Directed Share Program purchase by another director (Salentine) in the IPO .
Expertise & Qualifications
- CPA; Audit Committee Financial Expert designation; extensive finance, risk, compliance, internal audit, and corporate development experience across Fortune 500s .
- Industry/operating experience via Cleveland Avenue VC leadership and prior operating CEO role; adds operational perspective .
- Education: B.S. (General Management/Accounting) and M.B.A. (Finance), Purdue University (Krannert) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (Class A shares) | 7,142 (<1%) | As of March 28, 2025; “*” indicates less than 1% |
| Unvested RSUs outstanding (12/31/2024) | 3,571 RSUs | As of FY‑end 2024; initial director grant |
| Director ownership guidelines | 5× annual cash retainer | Must retain 100% of shares received upon settlement until meeting guideline (net of taxes) |
| Hedging policy | Prohibited for directors/officers | Company insider trading policy prohibits hedging in company securities |
Governance Assessment
-
Positives
- Independent director; Audit Chair; SEC‑recognized “financial expert”; strong finance/compliance profile—supports robust financial reporting oversight .
- 100% attendance; Audit met twice post‑IPO; Compensation Committee independence maintained despite controlled company status .
- Director pay design is equity‑tilted (2024: ~$50k stock vs. ~$18.8k cash), time‑based RSUs, and stringent ownership guidelines (5× retainer) with full share retention until compliant—alignment features for long‑term orientation .
-
Watch items
- Controlled company: Founders/affiliates control voting; no nom/gov committee; full Board manages nominations. While Lewis is independent, the structural exemptions merit monitoring for board refreshment and nomination processes. RED FLAG if independent oversight diminishes or nomination rights constrain independence over time .
- New tenure/ownership scale: As a recent appointee, beneficial ownership is modest (<1%); guideline compliance will take time—monitor progress against 5× retainer requirement as equity vests and annual grants are made .
- Related‑party oversight: Audit Committee (chaired by Lewis) oversees related‑party transactions; none disclosed for 2023–2024, but continued vigilance warranted given founder/affiliate influence .
No reportable related‑party transactions for 2023–2024 involving Mr. Lewis; hedging is prohibited by policy. Continued monitoring of ownership guideline progress, Audit Committee cadence, and controlled‑company nomination dynamics is recommended .