GUARDIAN PHARMACY SERVICES, INC., DEF 14A filed on 3/26/2026
Proxy Statement (definitive)
v3.26.1
Cover
12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Guardian Pharmacy Services, Inc.
Entity Central Index Key 0001802255
v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Pay vs Performance Disclosure    
Pay vs Performance Disclosure, Table
Pay Versus Performance
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 )
 
(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.
(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:
 
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
 
 
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.
 
(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.
 
Named Executive Officers, Footnote
(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.
 
PEO Total Compensation Amount $ 845,842 $ 766,103
PEO Actually Paid Compensation Amount $ 845,842 766,103
Adjustment To PEO Compensation, Footnote
(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:
 
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
 
 
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.
 
 
Non-PEO NEO Average Total Compensation Amount $ 995,719 682,684
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,068,207 682,684
Adjustment to Non-PEO NEO Compensation Footnote
(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:
 
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
 
 
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.
 
 
Compensation Actually Paid vs. Total Shareholder Return
 
LOGO
 
 
Compensation Actually Paid vs. Net Income
LOGO
 
Total Shareholder Return Amount $ 188 127
Net Income (Loss) $ 49,000,000 (71,000,000)
PEO Name Mr. Burke  
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount $ 0 0
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
PEO | Stock Awards [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
PEO | Option Awards [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 312,485 0
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
Non-PEO NEO | Stock Awards [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount (239,997) 0
Non-PEO NEO | Option Awards [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount $ 0 $ 0
v3.26.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
Equity Award Grant Policies and Practices
We do not take into account any material
non-public
information when determining the timing and terms of equity incentive awards. Equity awards, including stock options, are not granted in anticipation of the release of material
non-public
information, and the release of material
non-public
information is not timed based on stock option or other equity grant dates.
Award Timing Method We do not take into account any material
non-public
information when determining the timing and terms of equity incentive awards.
Award Timing Predetermined true
Award Timing MNPI Considered false
Award Timing, How MNPI Considered Equity awards, including stock options, are not granted in anticipation of the release of material
non-public
information, and the release of material
non-public
information is not timed based on stock option or other equity grant dates.
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true