Steve Cosler
About Steve Cosler
Steve Cosler (age 69) is an independent director of Guardian Pharmacy Services (GRDN) since September 2024 and serves as Compensation Committee Chair and a member of the Audit Committee. He is an Operating Partner at Water Street Healthcare Partners (healthcare-focused private equity) and the former President & CEO of Priority Healthcare Corporation, where he led the company’s IPO and sale to Express Scripts. He holds an M.S. in Industrial Management from Purdue University (Krannert). The Board has designated him an “independent” director under NYSE rules and an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Priority Healthcare Corporation | President & Chief Executive Officer; led IPO and sale to Express Scripts | Prior to 2006 (date not specified) | Led strategic initiatives contributing to growth and ultimate sale |
| Water Street Healthcare Partners, LLC | Operating Partner | Since 2006 | Senior operating support across specialty pharmacy, distribution, payer services, technology |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| National Retail Properties, Inc. | Chairman | Current | Public company board chair role |
| Imagine360, LLC | Director | Current | Water Street portfolio company |
| Liviniti, LLC | Director | Current | Water Street portfolio company |
| Eversana Life Science Services LLC | Director | Current | Water Street portfolio company |
| MedShorts LLC | Director | Current | Private company |
| Catamaran Corporation | Lead Independent Director | Former | Former public company |
| Cima Labs Inc. | Director | Former | Former public company |
| Priority Healthcare Corporation | Director | Former | Former public company |
| Two closed-end funds of Claymore Securities Inc. | Trustee | Former | Closed-end funds |
Board Governance
- Committee assignments: Compensation Committee (Chair); Audit Committee (member). Audit Committee members are independent under SEC/NYSE rules, and both Randall Lewis and Steve Cosler are designated “audit committee financial experts.”
- Independence: The Board affirmatively determined Cosler is independent under NYSE rules. GRDN is a “controlled company,” exempt from certain NYSE governance requirements; however, the Compensation Committee is fully independent. The Board has no separate nominating committee; the full Board handles nominations. Independent directors meet periodically in executive sessions.
- Attendance and engagement: Following the September 25, 2024 IPO, the Board met once in 2024. All directors attended 100% of Board and committee meetings during the period served.
- Governance structure context: Controlled-company status and lack of a nominating/governance committee place more weight on the independence and effectiveness of Audit and Compensation Committees, which include Cosler as a key leader/member.
Fixed Compensation
| Component | Amount/Terms | 2024 Amount for S. Cosler |
|---|---|---|
| Annual cash retainer (Non-Affiliated Directors) | $75,000 (prorated post-IPO) | $18,750 (prorated) |
| Lead director cash retainer | Additional $25,000 (if applicable) | Not disclosed as applicable to Cosler |
| Meeting fees | None | None |
| Committee chair fees | None (no additional retainer; all compensated directors serve on all committees) | None |
Notes: “Affiliated Directors” (company officers or those affiliated with Bindley Capital or Cardinal Stockholders) receive no director compensation; Non-Affiliated Directors are compensated (Cosler is Non-Affiliated).
Performance Compensation
| Equity Award | Grant Value | Units | Vesting | 2024 Status |
|---|---|---|---|---|
| Initial RSU grant (post-IPO) | Targeted $50,000 (based on $14.00 IPO price) | 3,571 RSUs (outstanding at 12/31/24) | Generally vests 6 months after grant | 3,571 RSUs outstanding at 12/31/2024 |
- Annual equity program: Expected annual RSU grant targeted at $100,000 at each annual meeting, generally vesting on the earlier of the first anniversary of grant or the next annual meeting. No performance metrics (time-based vesting).
Director Compensation (2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Steve Cosler | 18,750 | 49,994 | 68,744 |
Other Directorships & Interlocks
- Current public company directorships: Chairman, National Retail Properties, Inc.
- Prior public company directorships: Catamaran Corporation (Lead Independent Director); Cima Labs Inc.; Priority Healthcare Corporation; Trustee for two Claymore closed-end funds.
- Interlocks/conflicts: The proxy discloses no reportable related-person transactions in 2023–2024 (other than an IPO-directed share purchase by another director). Audit Committee oversees related-party review; none are attributed to Cosler.
Expertise & Qualifications
- Audit Committee Financial Expert designation; financial literacy under NYSE standards.
- Deep operating/board experience across specialty pharmacy, distribution, outsourced payer services, and technology; led a public company through IPO and sale.
- Education: M.S., Industrial Management (Purdue University, Krannert).
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Class B Shares | % of Class B | Notes |
|---|---|---|---|---|---|
| Steve Cosler | 17,713 | <1% (indicated by “*”) | — | — | Non-employee director |
| RSUs outstanding (12/31/24) | 3,571 | — | — | — | From 2024 initial grant |
- Non-employee director stock ownership guidelines: Required ownership equal to 5x annual cash retainer; must retain 100% of shares from equity settlements until guideline is met. Compliance status not disclosed.
- Hedging: Company policy prohibits hedging by directors and other covered persons.
Governance Assessment
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Strengths
- Independent director with relevant specialty pharmacy and distribution experience; chairs Compensation Committee and is designated an Audit Committee financial expert, bolstering oversight in two critical committees.
- 100% meeting attendance in 2024 period; initial director pay structure emphasizes equity, aligning with shareholder interests.
- No related-party transactions disclosed involving Cosler; formal related-person transaction policy with Audit Committee oversight.
-
Watch items
- Controlled-company status reduces certain NYSE governance requirements; absence of a standalone nominating/governance committee concentrates nomination authority with the full Board. Continued monitoring of independent director influence is warranted.
- Compensation Committee did not meet in 2024 post-IPO (timing likely due to late-2024 listing). Ensure regular cadence and robust CEO/executive pay oversight in 2025.
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RED FLAGS
None disclosed specific to Cosler: no related-party transactions; hedging prohibited; share pledging not disclosed; attendance at 100%.