UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 24, 2025, the Compensation Committee (the “Committee”) of the Board of Directors of Guardian Pharmacy Services, Inc. (the “Company”) established the performance criteria and targets for the 2025 annual cash incentive awards (the “2025 Annual Incentive Program”) eligible to be earned by the Company’s executive officers under the Guardian Pharmacy Services, Inc. 2024 Equity and Incentive Compensation Plan.
The performance metrics for the 2025 Annual Incentive Program consist of achieving specified goals for (i) 2025 Company revenue, weighted at 20%, (ii) 2025 Company Adjusted EBITDA, weighted at 60%, and (iii) geographic expansion of the Company’s business, weighted at 20%. The Committee established threshold, target and maximum performance goals for each metric. Performance at the threshold level would result in a payout of 75% of the executive officer’s target award amount, performance at the target level would result in a payout of 100% of the executive officer’s target award amount, and performance at the maximum level would result in a payout of 125% of the executive officer’s target award amount.
The following table sets forth the respective award opportunities that the Company’s executive officers could earn based upon the achievement of the various performance criteria under the 2025 Annual Incentive Program:
| Payout Range ($) | ||||||||||||
| Executive Officer |
Threshold | Target | Maximum | |||||||||
| Fred Burke President and Chief Executive Officer |
$ | 208,575 | $ | 278,100 | $ | 347,625 | ||||||
| David Morris Executive Vice President and Chief Financial Officer |
$ | 185,400 | $ | 247,200 | $ | 309,000 | ||||||
| Kendall Forbes Executive Vice President, Sales & Operations |
$ | 185,400 | $ | 247,200 | $ | 309,000 | ||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Guardian Pharmacy Services, Inc. | ||||||
| March 28, 2025 | By: | /s/ David K. Morris | ||||
| Name: | David K. Morris | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||