Thomas Salentine, Jr.
About Thomas Salentine, Jr.
Thomas Salentine, Jr. (age 56) has served on GRDN’s Board since 2024. He is President of Bindley Capital Partners (since 2001), previously a principal at Frontenac Company (1996–2001) and an investment banker at Bear Stearns (1990–1993). He holds an A.B. from Harvard College and an MBA from Northwestern’s Kellogg School; he previously served on the board of Platinum Entertainment, Inc. . Despite the prompt referring to him as “independent,” GRDN classifies him as an Affiliated Director due to his Bindley Capital ties, and he is not an NYSE “independent director”; the Board’s independent members are Cosler, Lewis and Patchett .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bindley Capital Partners, LLC | President | 2001–present | Private investment leadership; GRDN Stockholders’ Agreement grants Bindley Capital director nomination rights . |
| Frontenac Company | Principal | 1996–2001 | Private equity investing . |
| Bear Stearns Companies, Inc. | Investment Banking | 1990–1993 | Transaction execution experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Platinum Entertainment, Inc. | Director (former) | Not disclosed | Prior public company board experience . |
| Bindley Capital Partners, LLC | President | 2001–present | Affiliation creates nomination rights and control dynamics at GRDN . |
Board Governance
- Classification/tenure: Class I director nominee (term to 2028 if elected); director since 2024 .
- Committee assignments: None; he does not sit on Audit or Compensation Committees .
- Independence: Affiliated Director (Bindley Capital). GRDN’s independent directors are Cosler, Lewis, Patchett; GRDN is a “controlled company” under NYSE rules .
- Attendance: 100% Board/committee attendance in 2024 (Board met once post‑IPO) .
- Board structure: Audit Committee (Lewis—Chair; Cosler; Patchett); Compensation Committee (Cosler—Chair; Lewis; Patchett), both fully independent .
Fixed Compensation
| Year | Cash Retainer ($) | Committee/Chair Fees ($) | Equity (Grant Date FV $) | Total ($) |
|---|---|---|---|---|
| 2024 | 0 | 0 | 0 | 0 |
- GRDN policy: Affiliated Directors (Burke, Morris, Ackerman, Bindley, Salentine) receive no director pay; Non‑Affiliated Directors receive $75,000 cash retainer and annual RSUs (target $100,000) .
Performance Compensation
- Not applicable; as an Affiliated Director, Salentine did not receive RSUs, options, or performance‑linked director compensation in 2024 .
Other Directorships & Interlocks
- Prior public board: Platinum Entertainment, Inc. (former) .
- Interlocks/affiliations:
- Bindley Capital designated two GRDN nominees (Bindley and Salentine) pursuant to the Stockholders’ Agreement .
- Controlled company status: Guardian Founders (including Bindley Capital) control a majority voting power, influencing nominations and governance exemptions .
- Voting agreements among Guardian Founders further consolidate control over director elections and other votes .
Expertise & Qualifications
- Capital markets and private equity expertise (Bindley Capital; Frontenac; Bear Stearns) .
- Prior public company board experience (Platinum Entertainment) .
- Education: Harvard College (undergraduate); Kellogg School of Management (MBA) .
Equity Ownership
| Holder | Class A Shares | % Class A | Class B Shares | % Class B | Combined Voting Power |
|---|---|---|---|---|---|
| Thomas Salentine, Jr. | 6,135,890 | 27.0% | 18,300,526 | 45.1% | 38.6% |
| Footnote detail | Sole voting/dispositive power over 35,714 Class A; shared power over 24,400,702 total shares via Bindley Capital (as officer/manager) . |
- Ownership guidelines: Apply to non‑employee directors who receive compensation; requirement to own 5× cash retainer. Not applicable to Affiliated Directors who receive no board compensation .
- Insider trading/hedging policy: Company policy prohibits hedging of GRDN securities by directors/officers .
Insider Trades
| Date | Transaction | Shares | Price ($) | Value ($) | Source |
|---|---|---|---|---|---|
| Sep 2024 (IPO DSP) | Directed Share Program purchase | 35,714 | 14.00 | 499,996 | Prospectus/Proxy |
Related‑Party and Conflicts Analysis
- Stockholders’ Agreement: Bindley Capital and Cardinal Stockholders have director nomination rights; Guardian Founders agreed to vote for specified nominees, and instituted standstill restrictions (7‑year period) with exceptions; rights terminate upon stake thresholds or competitive holdings; agreement may last up to 15 years absent termination triggers .
- Controlled company: GRDN relies on NYSE “controlled company” exemptions (no mandatory independent majority; no independent nominating committee), elevating influence of Affiliated Directors, including Salentine .
- Related party transactions: None reportable in 2023–2024 other than Directed Share Program purchases; Salentine purchased 35,714 shares at IPO price .
- Audit Committee oversight: Related person transactions must be reviewed/approved under policy; Audit Committee independent .
Governance Assessment
-
Strengths
- Full attendance; engaged with Board post‑IPO .
- Deep financial/investment expertise; prior public board experience .
- No director pay; alignment primarily via substantial equity ownership/shared control through Bindley Capital .
-
Risks and Red Flags
- Not independent; Affiliated Director with Bindley Capital, which holds significant nomination rights and voting control—potential for conflicts and reduced minority shareholder influence .
- Controlled company status exempts GRDN from several NYSE governance requirements; absence of an independent nominating/governance committee centralizes nominations under full Board where Affiliated Directors participate .
- Concentrated ownership and voting agreements among Guardian Founders may constrain board refreshment and investor influence on strategic decisions .
-
Mitigants
- Both Audit and Compensation Committees are fully independent and chaired by experienced directors (Lewis, Cosler), with explicit authority over related‑party reviews and executive/director compensation .
- Insider trading policy prohibits hedging; Audit Committee oversees related party transactions per policy .
Overall, Salentine’s substantial ownership and strategic background support alignment with controlling shareholder objectives, but his affiliation and GRDN’s controlled company status present governance risks that investors should monitor—particularly around board nominations, independence, and minority protections .