William Bindley
About William Bindley
William Bindley, age 84, is Chairman of the Board at Guardian Pharmacy Services, Inc. (“GRDN”) and has served as a Class III director since 2024; he is not assigned to any board committees and is categorized as an Affiliated Director due to his association with Bindley Capital Partners . He holds a B.S. in Industrial Economics and a Doctor of Management from Purdue University and completed the Wholesale Management Program at the Stanford Graduate School of Business . In 2024 (post-IPO), the Board met once and Bindley attended 100% of the Board meetings during his service period; independent directors meet periodically in executive sessions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bindley Capital Partners, LLC | Chairman | 2001–present | Provided strategic leadership; investor support for GRDN noted in filings . |
| Priority Healthcare Corporation | Chairman; CEO | Chairman 1995–2005; CEO 1994–1997 | Led specialty pharmacy growth; IPO and ultimate sale of the company (context in director bio) . |
| Bindley Western Industries, Inc. | Chairman, President, CEO, Founder | Not specified; acquired by Cardinal Health in 2001 | Founder of national pharmaceutical distributor; acquisition by Cardinal Health for $2.1B in 2001 referenced in filings . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kite Realty Group Trust | Trustee | Aug 2004–May 2024 | Completed multi-decade trusteeship . |
| Cardinal Health, Inc. | Director (prior) | Not disclosed | Historical public company board service . |
| Key Bank, NA | Director (prior) | Not disclosed | Prior financial institution board service . |
| Shoe Carnival, Inc. | Director (prior) | Not disclosed | Prior retail company board service . |
| Bindley Western Industries; Priority | Director/Chair roles | Not disclosed | Prior leadership/board service at entities he founded . |
Board Governance
- Structure: Classified board into Class I, II, III; only one class elected per annual meeting .
- Committees: Audit Committee—Randall Lewis (Chair), Steve Cosler, Mary Sue Patchett; Compensation Committee—Steve Cosler (Chair), Randall Lewis, Mary Sue Patchett .
- Bindley’s committee assignments: None .
- Independence/Controlled Company: GRDN is a “controlled company” under NYSE rules given Founder group voting control; independent directors are Cosler, Lewis, Patchett; Compensation Committee is fully independent; no nominating committee (full Board performs nominations) .
- Attendance: In 2024 post-IPO, the Board met once and each director attended 100% of Board and committee meetings during their service period .
- Nomination rights: Stockholders’ Agreement grants Bindley Capital up to two board designees (with share-ownership thresholds), Cardinal Equity one, and personal nomination rights for Burke and Morris; includes standstill and voting agreements among founders .
- Annual Meeting location: 2025 Annual Meeting held at Bindley Capital Partners’ offices (Indianapolis, IN), a notable governance signal given sponsor affiliation .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Annual director cash retainer | $0 | Affiliated Directors (including Bindley) receive no compensation for Board service . |
| Committee chair/member fees | $0 | No additional chair/member fees; GRDN may consider changes in future . |
| Meeting fees | $0 | No meeting fees paid . |
Performance Compensation
| Component | 2024 | Vesting/Performance Details |
|---|---|---|
| Stock awards (RSUs/PSUs) | $0 | Bindley held no outstanding stock awards or options as of 12/31/2024; RSUs granted only to Non‑Affiliated Directors (initial grants valued at $50,000 post‑IPO) with time-based vesting; annual RSUs targeted at $100,000 for Non‑Affiliated Directors . |
| Option awards | $0 | None outstanding for Bindley . |
GRDN’s director equity is time-based for Non‑Affiliated Directors; no director performance metrics disclosed (metrics apply to executives, not directors) .
Other Directorships & Interlocks
- Public boards: Kite Realty Group Trust (trustee 2004–2024); prior boards include Cardinal Health, Key Bank, Shoe Carnival .
- Interlocks/potential conflicts: Bindley is Chairman of Bindley Capital Partners, a major GRDN stockholder with board nomination rights; no related‑party transactions involving Bindley were reported in 2023–2024 .
Expertise & Qualifications
- Healthcare services and specialty pharmacy leadership as founder/executive of Bindley Western and Priority Healthcare .
- Capital markets and strategic leadership experience (public company boards, IPOs, M&A exits) .
- Academic credentials: BS Industrial Economics; Doctor of Management (Purdue); Stanford GSB program .
Equity Ownership
| Metric | Value |
|---|---|
| Class A shares beneficially owned | 6,100,176 (26.8% of Class A outstanding) . |
| Class B shares beneficially owned | 18,300,526 (45.1% of Class B outstanding) . |
| Combined voting power | 38.6% . |
| Voting/dispositive power | Shared via Bindley Capital Partners I, LLC due to his position as member/officer of the manager . |
| Pledging/hedging | Hedging prohibited by policy; no pledging disclosures reported . |
Say‑on‑Pay & Shareholder Feedback
| Proposal (May 9, 2025) | For | Withhold/Against | Broker Non‑Votes/Abstain |
|---|---|---|---|
| Elect David Morris (Class I) | 39,883,462 | 5,316,005 | 485,295 broker non‑votes . |
| Elect Mary Sue Patchett (Class I) | 43,261,759 | 1,937,708 | 485,295 broker non‑votes . |
| Elect Thomas Salentine, Jr. (Class I) | 39,781,623 | 5,417,844 | 485,295 broker non‑votes . |
| Ratify EY LLP as auditor (2025) | 45,640,998 | 43,710 | 54 abstentions . |
No 2025 say‑on‑pay proposal disclosed; vote results reflect director elections and auditor ratification .
Governance Assessment
- Strengths
- Separation of Chairman (Bindley) and CEO (Burke), enabling oversight focus and managerial accountability .
- Fully independent Compensation Committee; periodic executive sessions by independent directors .
- Clear related‑party policy; no reportable related‑party transactions involving Bindley in 2023–2024 .
- Hedging ban enhances alignment; significant insider ownership aligns long‑term incentives .
- Risks/RED FLAGS
- Controlled company exemptions reduce independent majority and nominating governance; board nominations subject to Stockholders’ Agreement (sponsor designation rights, voting pact, standstill), concentrating influence with Bindley Capital and founder group .
- Annual Meeting held at Bindley Capital Partners’ offices may raise optics concerns regarding board independence and sponsor influence .
- High combined voting power (38.6%) associated with Bindley/Bindley Capital concentrates control; potential entrenchment risk if thresholds sustain nomination rights .
- No director compensation/ownership guidelines apply to Affiliated Directors; while ownership is high, lack of at‑risk director equity for affiliated members reduces formal pay‑for‑performance mechanisms at the board level .
Overall: Bindley brings deep healthcare and public board experience and strong strategic sponsorship. Governance risks primarily stem from the controlled company structure, sponsor nomination/voting arrangements, and concentrated voting power—factors that can affect board independence perception and investor confidence if not counterbalanced by robust independent committee oversight and transparent engagement practices .