DEF 14A of Guardian Pharmacy Services, Inc.
Filed Mar 26, 2026 · FY20250001193125-26-125070
PROPOSAL NO. 1: ELECTION OF DIRECTORS
PROPOSAL NO. 1: ELECTION OF DIRECTORS Our Amended and Restated Certificate of Incorporation provides for a classified Board of Directors that is divided into three classes, designated Class I, Class II and Class III. The directors designated as Class I directors are currently serving terms expiring at the 2028 Annual Meeting of Stockholders. The directors designated as Class II directors are currently serving terms expiring at the Annual Meeting. The directors designated as Class III directors are currently serving terms expiring at the 2027 Annual Meeting of Stockholders. Our Board has nominated John Ackerman and Randall Lewis for election as Class II directors at the Annual Meeting. Each Class II director elected at the Annual Meeting shall hold office until the 2029 Annual Meeting of Stockholders and until their respective successor has been elected and qualified, or until their earlier resignation or removal. If, at the time of the Annual Meeting, any of such nominees should be unable to serve, the Board may designate a substitute nominee. In that event, the proxy holders will vote for such substitutes as our Board recommends. We have no reason to believe that any nominee for election at the Annual Meeting will be unable to serve if elected.
Class II Director Nominee and Other Director Biographies
Class II Director Nominee and Other Director Biographies Below is information about each of our Class II director nominees and other directors, including their age (as of March 26, 2026), principal occupation, business experience, and the Board’s assessment of their individual qualifications to serve as a director. For certain additional information regarding the Class II director nominees and other directors, see the sections entitled “Security Ownership of Certain Beneficial Owners and Management” and “Corporate Governance” in this proxy statement.
Class II Director Nominee and Other Director Biographies
| Class II Director Nominees | | | John Ackerman Director since: 2024 Age: 68 Board Committees: None | John Ackerman has served as a member of our Board of Directors since our formation. Mr. Ackerman is a co-founder of Cardinal Equity Partners, a private equity firm focused on middle-market investments, and has served as President since 1994. Mr. Ackerman currently serves on the board of directors of four of Cardinal Equity Partners’ portfolio companies, as well as on the board of directors of AAA Hoosier Motor Club. Until their respective sales in 2020, Mr. Ackerman was a board member of Hulman & Company, a wholesale foods supplier, The Indianapolis Motor Speedway and Clabber Girl Corporation, a baking powder producer. Prior to entering private equity, Mr. Ackerman spent ten years with the Quaker Oats Company, where he managed a variety of the company’s brands. Mr. Ackerman is currently a director of the Riley Children’s Foundation and the Eskenazi Health Foundation. Mr. Ackerman has a bachelor’s degree in business from the University of Michigan and a M.S., Management from the Kellogg School of Business at Northwestern University. We believe Mr. Ackerman is qualified to serve as a director because of his extensive strategic and managerial experience in our industry. |
Class II Director Nominee and Other Director Biographies
| Randall Lewis Director since: 2024 Age: 63 Board Committees: Audit (Chair); Compensation; Nominating and Governance | Randall Lewis has served as a member of our Board of Directors since September 2024. Mr. Lewis is the Managing Partner for Cleveland Avenue, LLC (“Cleveland Avenue”), a venture capital investment firm that invests in agrifood and beverage, related technologies, and life-style related technology investments. He joined Cleveland Avenue in 2020 and is responsible for leading transaction sourcing, due diligence, financial evaluation, and portfolio management of the firm’s portfolio investments. Mr. Lewis has served on the board of directors of Simon Property Group, Inc. since March 2023. Prior to joining Cleveland Avenue, Mr. Lewis served his alma mater, Purdue University, as Executive Director for the Krannert Professional Development Center from 2013 to 2020. He has over 35 years of finance, risk management, and operations experience. This includes his years with General Electric, Wells Fargo and Elevance Health, Inc. (formerly Anthem, Inc.). While working for these Fortune 500 companies, he held various senior executive roles, including Executive Vice President and Chief Compliance Officer, Executive Vice President and Chief Auditor, Managing Director of Corporate Development, and Chief Executive Officer for a start-up logistics firm. Mr. Lewis obtained his B.S. in General Management/Accounting and M.B.A. in Finance from the Krannert School of Management at Purdue University. Mr. Lewis is also a Certified Public Accountant. We believe Mr. Lewis is qualified to serve as a director because of his deep financial and operational experience and public company board experience. | | Class I Continuing Directors | | | David Morris Director since: 2021 Age: 62 Board Committees: None | David Morris has served as our Executive Vice President and Chief Financial Officer and a member of our Board of Directors since our formation. Prior to co-founding Guardian, Mr. Morris served as Chief Financial Officer at Central Pharmacy from 1993 to 2001. Mr. Morris previously served as President of the PBM Division at Complete Health from 1991 to 1993 and served as a Certified Public Accountant at Ernst & Young LLP from 1985 to 1991. Mr. Morris received a B.S., Accounting from the University of Alabama. We believe that Mr. Morris is qualified to serve as a director because of his operational and historical expertise gained from serving as our Executive Vice President and Chief Financial Officer, his extensive experience in the pharmacy industry and his expertise in financial management. |
Class II Director Nominee and Other Director Biographies
| Mary Sue Patchett Director since: 2024 Age: 63 Board Committees: Audit; Compensation; Nominating and Governance (Chair) | Mary Sue Patchett has served as Executive Vice President—Chief Operating Officer of Brookdale Senior Living Inc. (“Brookdale”), the nation’s largest operator of senior housing facilities, since December 2025, and served as Interim Executive Vice President—Community & Field Operations upon rejoining Brookdale from September through November 2025. Ms. Patchett held various senior leadership positions at Brookdale from 2011 until her retirement in 2021. Her last position at Brookdale was as Executive Vice President of Strategic Operations, serving from March 2020 to June 2021, where in addition to her strategic planning, market/competitive positioning and government affairs responsibilities, she served as commander of Brookdale’s COVID-19 emergency response center, leading a team of internal experts and external consultants to develop and execute pandemic protocols. Ms. Patchett also served as the Executive Vice President of Community and Field Operations at Brookdale, and before that, was President of the Southeast Division. Ms. Patchett is also serving as Board Chair and secretary of the Angels in Action Corporation. Ms. Patchett earned her B.S. in business from George Mason University. We believe Ms. Patchett is qualified to serve as a director because of her substantial managerial experience in the healthcare sector and longstanding involvement in the senior care industry. | | Thomas Salentine, Jr. Director since: 2024 Age: 57 Board Committees: None | Thomas Salentine, Jr. has served as a member of our Board of Directors since our formation. Mr. Salentine has served as President at Bindley Capital Partners, LLC, a private investment firm, since 2001. He was previously a principal at Frontenac Company, a private equity firm, from 1996 to 2001. Prior to that, Mr. Salentine worked in investment banking at Bear Stearns Companies, Inc. from 1990 to 1993. He previously served on the board of directors of Platinum Entertainment, Inc., an integrated music company. Mr. Salentine is a graduate of Harvard College and received his M.B.A. from the Kellogg School of Management at Northwestern University. We believe Mr. Salentine is qualified to serve as a director because of his substantial experience in the investment and financial industries and public company board experience. | | Class III Continuing Directors | | | William Bindley Director since: 2024 Age: 85 | William Bindley has served as Chairman of our Board of Directors since our formation. Mr. Bindley has served as Chairman of Bindley Capital Partners, |
Class II Director Nominee and Other Director Biographies
| Board Committees: None | LLC, a private investment firm, since 2001. Mr. Bindley also founded Priority Healthcare Corporation (“Priority”), a national provider of bio-pharmaceuticals and complex therapies for chronic disease states, and served as their Chairman from 1995 to 2005 and Chief Executive Officer from 1994 to 1997. Mr. Bindley was also the Chairman, President, Chief Executive Officer and founder of Bindley Western Industries, Inc., a national pharmaceutical distributor and nuclear pharmacy operator that was acquired by Cardinal Health, Inc. in 2001. He previously served as a trustee at Kite Realty Group Trust from August 2004 to May 2024 and has also served on the boards of directors of Cardinal Health, Inc., Key Bank, NA, Bindley Western Industries, Priority and Shoe Carnival, Inc. Mr. Bindley received his B.S. in Industrial Economics and Doctor of Management from Purdue University and completed the Wholesale Management Program at the Stanford Graduate School of Business. We believe that Mr. Bindley is qualified to serve as a director because of his extensive experience in leading healthcare focused companies, as well as his significant public company leadership experience. | | Fred Burke Director since: 2021 Age: 76 Board Committees: None | Fred Burke has served as our President and Chief Executive Officer and a member of our Board of Directors since our formation. Prior to co-founding Guardian, Mr. Burke was a co-founder and president of two start-up companies in Atlanta, Georgia: Central Pharmacy Services, Inc. (“Central Pharmacy”), which was founded in 1992 and ultimately acquired by Cardinal Health in 2001, and Sales Technologies, Inc., which was founded in 1983 and acquired by Dun & Bradstreet Corporation in 1989. Mr. Burke also previously served as a brand manager at Procter & Gamble, a consultant and engagement manager at McKinsey & Company, and as an officer in the United States Air Force, leading a combat communications unit. Mr. Burke received a B.S., Engineering from Mississippi State University, and an M.S., Industrial Management from the Krannert School of Management at Purdue University. We believe that Mr. Burke is qualified to serve as a director because of his operational and historical expertise gained from serving as our President and Chief Executive Officer, and his extensive experience in the pharmacy industry. | | Steve Cosler Director since: 2024 Age: 70 | Steve Cosler has served as a member of our Board of Directors since September 2024. Mr. Cosler has served as an Operating Partner at Water Street |
Class II Director Nominee and Other Director Biographies
| Board Committees: Audit; Compensation (Chair); Nominating and Governance | Healthcare Partners, LLC (“Water Street”), a Chicago-based private equity firm focused on the healthcare industry, since 2006. Prior to Water Street, he served as the President and Chief Executive Officer of Priority, a Fortune 1000 company that distributed and managed biopharmaceutical therapies. At Priority, Mr. Cosler lead the company’s successful initial public offering, as well as strategic initiatives that contributed to its growth and ultimate sale to Express Scripts, Inc. Mr. Cosler is also the Founder, Chairman Emeritus and board member of Elevate Indianapolis. Mr. Cosler serves on the board of directors of Imagine360, LLC, Liviniti, LLC and Eversana Life Science Services LLC, all of which are Water Street portfolio companies, as well as MedShorts LLC. Mr. Cosler previously served as the Chairman of NNN REIT, Inc., which is a public company. Additionally, Mr. Cosler previously served on the board of directors of Cima Labs Inc. and Priority, and served as the lead independent director at Catamaran Corporation, both of which are former public companies. Mr. Cosler has also served on the Board of Trustees for two closed-end funds of Claymore Securities Inc. Mr. Cosler received a M.S., Industrial Management from the Krannert School of Management at Purdue University. We believe Mr. Cosler is qualified to serve as a director because of his unique combination of senior management and operational experience in specialty pharmacy, specialty distribution, outsourced payer services and technology. |
Compensation Committee
| • | reviewing and recommending to the Board the compensation of our directors; |
2025 Summary Compensation Table
2025 Summary Compensation Table The following table summarizes information regarding the compensation awarded to, earned by, or paid to our NEOs during the years ended December 31, 2025 and 2024.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | Fred Burke | | | | | | | | | President and Chief Executive Officer | 2025 | $463,500 | $— | $— | $347,625 | $34,717 | $845,842 | | | 2024 | $450,000 | $— | $— | $270,000 | $46,103 | $766,103 | | David Morris | | | | | | | | | Executive Vice President and Chief Financial Officer | 2025 | $412,000 | $— | $239,997 | $309,000 | $35,707 | $996,704 | | | 2024 | $400,000 | $— | $— | $240,000 | $44,317 | $684,317 | | Kendall Forbes | | | | | | | | | Executive Vice President, Sales & Operations | 2025 | $412,000 | $— | $239,997 | $309,000 | $33,737 | $994,734 | | | 2024 | $400,000 | $— | $— | $240,000 | $41,050 | $681,050 |
2025 Summary Compensation Table
| (1) The amounts in this column represent the aggregate grant date fair value of the restricted stock unit awards granted to participating NEOs in 2025, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). For information regarding assumptions used in calculating these values, see Note 11 to the financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. |
2025 Summary Compensation Table
| (2) Represents annual cash incentive award payouts. See “—2025 Annual Cash Incentive Awards” below for more information. |
2025 Summary Compensation Table
| (3) The amounts reported for 2025 consist of: (i) for Mr. Burke, a 401(k) employer match in the amount of $12,250, and $22,467 for the aggregate incremental cost of his use of a company car; (ii) for Mr. Morris, a 401(k) employer match in the amount of $12,250, and $23,457 for the aggregate incremental cost of his use of a company car; and (iii) for Mr. Forbes, a 401(k) employer match in the amount of $12,250, and $21,487 for the aggregate incremental cost of his use of a company car. We determined the aggregate incremental cost associated with each NEO’s use of a company car based on the yearly, straight-line depreciation of the purchase price over a three year useful life. |
Outstanding Equity Awards at 2025
Outstanding Equity Awards at 2025
Pay Versus Performance
Pay Versus Performance
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| Year (a) | Summary Compensation Table (“SCT”) Total for PEO (b)(1) ($) | Compensation Actually Paid to PEO (c)(2) ($) | Average SCT Total for Non-PEO NEOs (d)(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs (e)(2) ($) | Value of Initial Fixed $100 Investment Based on Total Share-holder Return (“TSR”) (f)(3) ($) | Net Income (Loss) (in millions) (h) ($) | | 2025 | 845,842 | 845,842 | 995,719 | 1,068,207 | 188 | 49.0 | | 2024 | 766,103 | 766,103 | 682,684 | 682,684 | 127 | (71.0) |
Pay Versus Performance Table
| (1) Mr. Burke was our principal executive officer (“PEO”) for the full year for each of 2024 and 2025 (each, a “Covered Year”). For each of the Covered Years, our non-PEO NEOs were Messrs. Morris and Forbes. |
Pay Versus Performance Table
| (2) For each of the Covered Years, in determining both the compensation “actually paid” (“CAP”) to our PEO and the average compensation “actually paid” to our non-PEO NEOs for purposes of this Pay Versus Performance table (“PVP Table”), we deducted from or added back to the total amounts of compensation reported in column (b) or column (d) (as applicable) for such Covered Year the following amounts as required by SEC rules: |
Pay Versus Performance Table
| FRED BURKE | 2024 | 2025 | | Summary Compensation Table Total for PEO (column (b)) | $766,103 | $845,842 | | - SCT “Stock Awards” column value | — | — | | - SCT “Option Awards” column value | — | — | | + year-end fair value of equity awards granted in the Covered Year that are outstanding and unvested as of the Covered Year-end | — | — | | [+/-] change in fair value (from prior year-end to Covered Year-end) of equity awards granted in prior years that are outstanding and unvested as of the Covered Year-end | — | — | | + vesting date fair value of equity awards granted and vested in the Covered Year | — | — | | [+/-] change in fair value (from prior year-end to vesting date) of equity awards granted in prior years that vested in the Covered Year | — | — | | - fair value as of prior-year end of equity awards granted in prior years that failed to vest in the Covered Year | — | — | | + includable dividends/earnings on equity awards during Covered Year | — | — | | Compensation Actually Paid to PEO (column (c)) | $766,103 | $845,842 | | AVERAGE FOR NON-PEO NEOS | 2024 | 2025 | | Average Summary Compensation Table Total for Non-PEO NEOs (column (d)) | $682,684 | $995,719 | | - SCT “Stock Awards” column value | — | $239,997 | | - SCT “Option Awards” column value | — | — | | + year-end fair value of equity awards granted in the Covered Year that are outstanding and unvested as of the Covered Year-end | — | $312,485 | | [+/-] change in fair value (from prior year-end to Covered Year-end) of equity awards granted in prior years that are outstanding and unvested as of the Covered Year-end | — | — | | + vesting date fair value of equity awards granted and vested in the Covered Year | — | — | | [+/-] change in fair value (from prior year-end to vesting date) of equity awards granted in prior years that vested in the Covered Year | — | — | | - fair value as of prior-year end of equity awards granted in prior years that failed to vest in the Covered Year | — | — | | + includable dividends/earnings on equity awards during Covered Year | — | — | | Average Compensation Actually Paid to Non-PEO NEOs (column (e)) | $682,684 | $1,068,207 |
Pay Versus Performance Table
In the tables above, the unvested equity award fair values were calculated on each of the required measurement dates using assumptions based on criteria consistent with those used for grant date fair value calculations and in accordance with the methodology used for financial reporting purposes.
Pay Versus Performance Table
| (3) For each Covered Year, our TSR was calculated based on the yearly percentage change in the cumulative TSR on our Class A Common Stock, measured as the quotient of (a) the sum of (i) the cumulative amount of dividends for a period beginning with our closing price on the New York Stock Exchange on September 26, 2024 (the date our Class A common stock commenced trading on the NYSE) through and including the last day of the applicable Covered Year (each such period, a “Measurement Period”), assuming dividend reinvestment, plus (ii) the difference between our closing stock price at the end versus the beginning of the Measurement Period, divided by (b) our closing share price at the beginning of the Measurement Period. Each of these yearly percentage changes was then applied to a deemed fixed investment of $100 at the beginning of each Measurement Period to produce the Covered Year-end values of such investment as of the end of 2025 and 2024, as applicable. Because Covered Years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. |
Pay Versus Performance Table
The following charts provide, across the Covered Years, descriptions of the relationships between (1) the CAP to the PEO and the average CAP to our Non-PEO NEOs (in each case as set forth in the PVP Table above) and (2) each of the performance measures set forth in columns (f) and (h) of the PVP Table above.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
2025 Director Compensation Table
2025 Director Compensation Table The table below summarizes the compensation earned by or paid to our directors for the year ended December 31, 2025, excluding Mr. Burke and Mr. Morris, who are not compensated for serving on the Board and whose compensation is covered in the 2025 Summary Compensation Table above.
2025 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation ($) | Total ($) | | John Ackerman | — | — | — | — | | William Bindley | — | — | — | — | | Steve Cosler | 75,000 | 99,983 | — | 174,983 | | Randall Lewis | 75,000 | 99,983 | — | 174,983 | | Mary Sue Patchett | 75,000 | 99,983 | — | 174,983 | | Thomas Salentine, Jr. | — | — | — | — |
2025 Director Compensation Table
| (1) The amounts in this column represent the aggregate grant date fair value of the restricted stock unit awards granted to our non-employee directors in 2025, calculated in accordance with ASC 718. For information regarding assumptions used in calculating these values, see Note 11 to the financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. As of December 31, 2025, each of Mr. Cosler, Mr. Lewis and Ms. Patchett held 3,901 outstanding RSUs; none of our other non-employee directors had any outstanding stock awards or option awards as of such date. |