Sector: Health Care
GUARDIAN PHARMACY SERVICES INC CLA · Meeting: May 5, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Class II Directors
Ackerman joined the board in September 2024, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; he brings relevant strategic and investment experience through his private equity background at Cardinal Equity Partners, and all directors attended 100% of meetings in 2025.
Lewis joined the board in September 2024, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; he is a CPA with deep finance and risk management experience and serves as Audit Committee Chair, and all directors attended 100% of meetings in 2025.
Both Class II nominees joined the board at the IPO in September 2024, placing them within the 24-month exemption from the TSR underperformance trigger. The stock has dramatically outperformed IHF (the iShares U.S. Healthcare Providers ETF) in any case — up 137% versus IHF's -13% over three years. Both nominees have relevant qualifications, the board has full attendance, and no overboarding, independence, or familial relationship concerns were identified.
CEO
Fred Burke
Total Comp
$845,842
Prior Support
N/A
CEO Fred Burke's total compensation of $845,842 — consisting of a $463,500 base salary, a $347,625 annual cash bonus paid at maximum for hitting all performance targets, and modest perks — is modest and well within benchmark expectations for a CEO of a $2.4 billion healthcare company. The annual cash incentive was tied to clearly defined revenue, Adjusted EBITDA, and new pharmacy location targets, all of which were achieved at or above maximum levels, so the variable pay was genuinely earned. The company has a proper clawback policy in place, this is the first Say on Pay vote so there is no prior-year support concern, and equity dilution from executive awards is minimal given that the CEO received no equity grants at all in 2025.
Auditor
Ernst & Young LLP
Tenure
10 yrs
Audit Fees
$1,793,000
Non-Audit Fees
$4,000
Non-audit fees of $4,000 represent less than 1% of audit fees of $1,793,000, well below the 50% threshold that would raise independence concerns. EY's tenure since 2016 is approximately 10 years, well below the 25-year threshold. EY is a Big 4 firm appropriate for a $2.4 billion company. No material restatements were disclosed.
The 2026 Guardian Pharmacy Services annual meeting presents a clean, straightforward ballot: CEO pay is modest and performance-linked, the auditor fees are almost entirely for audit work with negligible non-audit fees, and both director nominees are recent additions who joined at the IPO and bring relevant experience. The company's stock has dramatically outperformed its IHF benchmark (the iShares U.S. Healthcare Providers ETF), delivering a 137% three-year return versus IHF's -13%, which provides strong context for the overall governance and compensation picture.
