SEC Form 8-K filed by Guardian Pharmacy Services Inc.
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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 February 5, 2025, the Compensation Committee (the “Committee”) of the Board of Directors of Guardian Pharmacy Services, Inc. (the “Company”) approved the Company’s 2025 long-term incentive program (“LTIP”), consisting of restricted stock unit awards granted under the Company’s 2024 Equity and Incentive Compensation Plan. Pursuant to the LTIP, an award of restricted stock units having a grant date value of $240,000 was made to each of David Morris, the Company’s Executive Vice President and Chief Financial Officer, and Kendall Forbes, the Company’s Executive Vice President of Sales & Operations (each, an “RSU Award”). Each RSU Award will vest in full on February 5, 2028, the third anniversary of the grant date. The Company’s President and Chief Executive Officer, Fred Burke, requested that the Committee not make any additional equity awards to him in light of his existing level of ownership of the Company’s common stock and in order to facilitate a broader distribution of equity awards across the Company.
Also on February 5, 2025, the Committee approved payouts under the Company’s annual cash incentive awards for the 2024 fiscal year. Under the annual incentive award program for 2024, each of the Company’s executive officers were entitled to cash awards of 60% of their 2024 base salary based upon achievement of established target performance metrics of Company revenue, Company Adjusted EBITDA and residents served. As a result, the Committee approved payouts of the annual incentive awards at 100% of the target award for each of the executive officers in the amounts of $270,000 to Mr. Burke, $240,000 to Mr. Morris and $240,000 to Mr. Forbes.
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. | ||||||
| February 11, 2025 |
By: | /s/ David K. Morris | ||||
| Name: | David K. Morris | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||