Fred Burke
About Fred Burke
Fred P. Burke is President & Chief Executive Officer of Guardian Pharmacy Services, Inc. (GRDN) and has served on the Board since 2021; age 75 as of March 28, 2025. He co-founded Central Pharmacy Services (sold to Cardinal Health in 2001) and Sales Technologies (sold to Dun & Bradstreet in 1989); prior roles include brand manager at Procter & Gamble, consultant/engagement manager at McKinsey & Company, and U.S. Air Force officer leading a combat communications unit. Education: B.S. in Engineering (Mississippi State University) and M.S. in Industrial Management (Krannert School of Management, Purdue University) . 2024 operational performance targets tied to management incentives were met: revenue $1.228B, Adjusted EBITDA $90.8M, and 186,000 residents served; annual cash incentives paid at 100% of target . As context, reported revenues were $1.046B in FY2023* and $1.229B in FY2024* (approx. +17% YoY); reported EBITDA was $82.6M in FY2023* and -$38.7M in FY2024* while management uses Adjusted EBITDA of $90.8M for incentives . Values marked with * retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Central Pharmacy Services, Inc. | Co‑founder; President | 1992–2001 | Built long‑term care pharmacy platform; acquired by Cardinal Health in 2001 |
| Sales Technologies, Inc. | Co‑founder; President | 1983–1989 | Grew sales automation software; acquired by Dun & Bradstreet in 1989 |
| Procter & Gamble | Brand Manager | Not disclosed | Consumer brand leadership foundation |
| McKinsey & Company | Consultant; Engagement Manager | Not disclosed | Strategy/operations advisory experience |
| U.S. Air Force | Officer; Combat Communications Unit Lead | Not disclosed | Organizational leadership; mission-critical operations |
External Roles
No external public company directorships disclosed for Mr. Burke beyond GRDN’s Board .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $402,750 | $450,000 |
| Bonus ($) | — | — |
| Non‑Equity Incentive Plan Compensation ($) | $212,625 | $270,000 |
| All Other Compensation ($) | $58,362 (401k match; self‑employment tax reimbursement) | $46,103 (401k match; self‑employment tax reimbursement) |
| Total ($) | $673,737 | $766,103 |
Performance Compensation
| Metric | Target | Actual | Payout | Notes |
|---|---|---|---|---|
| Company Revenue | $1.175B | $1.228B | 100% of target | Metric achieved |
| Company Adjusted EBITDA | $86.1M | $90.8M | 100% of target | Adjusted, non‑GAAP |
| Residents Served (Dec) | 177,000 | 186,000 | 100% of target | Volume indicator |
• Weightings for the above metrics were not disclosed; annual incentives paid in cash with no vesting beyond annual performance .
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Class A Shares | 1,298,826 |
| Class B Shares | 3,896,477 |
| Total Beneficial Shares (sole voting/dispositive power) | 5,195,303 |
| Combined Voting Power | 8.6% |
| Executive Outstanding Equity Awards (12/31/2024) | None for Burke |
| 2025 LTIP | Burke requested no additional equity awards; RSUs of $240,000 granted to CFO and EVP vest Feb 5, 2028 |
| Hedging/Pledging | Hedging prohibited by insider trading policy; pledging not disclosed |
• Equity plan availability: 1,989,287 Class A shares remaining available and 10,713 rights outstanding as of 12/31/2024 (potential future dilution) .
Employment Terms
| Term | Details |
|---|---|
| Agreement Effective Date | September 27, 2024 |
| Initial Term | Through second anniversary; auto‑renews for 1‑year periods unless 60‑day non‑renewal notice |
| Base Salary | $450,000; subject to annual review |
| Annual Cash Incentive | Target ≥60% of base; max ≥150% of target; metrics set annually by Board/Comp Committee |
| Long‑Term Incentive Eligibility | Participates per Board approval and plan terms; Burke requested no new equity for 2025 |
| Severance (Non‑CIC) | 2x (base + target bonus) + pro‑rated target bonus + up to 24 months benefits (subject to release) |
| Severance (Within 2 Years Post‑CIC) | 3x (base + target bonus) + pro‑rated target bonus + up to 36 months benefits + full vesting of equity (performance awards vest at greater of target or actual) |
| Covenants | Customary non‑competition, non‑solicitation, confidentiality |
| Clawback | 3‑year recovery for incentive comp upon restatement; fault not required; limited exceptions per SEC/NYSE rules |
Board Governance and Director Service
• Director since 2021; no committee memberships; Chairman role is separate (William Bindley), enabling CEO to focus on operations while Board provides oversight .
• GRDN is a “controlled company” under NYSE due to founders’ voting control; exempt from certain NYSE requirements. Nevertheless, the Compensation Committee is fully independent; no standalone nominating/governance committee (full Board handles nominations) .
• 2024 Board activity: met once post‑IPO; 100% attendance by all directors; independent directors meet periodically in executive session .
• Audit Committee: Randall Lewis (Chair), Steve Cosler, Mary Sue Patchett; all independent and financially literate; Lewis and Cosler designated “audit committee financial experts” .
• Compensation Committee: Steve Cosler (Chair), Randall Lewis, Mary Sue Patchett; all independent; authority to retain consultants .
• Director compensation: Affiliated Directors (including Burke) receive no Board fees/equity; Non‑Affiliated Directors receive $75k cash retainer plus annual RSUs targeted at $100k and have 5x retainer ownership guidelines .
Performance & Track Record
• Built and exited two healthcare/tech ventures (Central Pharmacy; Sales Technologies), signaling value creation and industry credibility .
• 2024 operational targets were met on revenue, Adjusted EBITDA, and residents served—consistent execution against stated performance goals tied to incentives .
• Reported financials context: revenues FY2023* $1.046B vs FY2024* $1.229B; EBITDA FY2023* $82.6M vs FY2024* -$38.7M; management emphasizes Adjusted EBITDA for incentive purposes ($90.8M in 2024) . Values marked with * retrieved from S&P Global.
Compensation Structure Analysis
• Increasing cash compensation: salary rose from $402,750 (2023) to $450,000 (2024); annual incentive remained formulaic and tied to concrete operational metrics (revenue, Adjusted EBITDA, residents served) .
• Equity conservatism: no outstanding equity awards for Burke at year‑end 2024; Burke requested no 2025 equity awards, prioritizing broader equity distribution—reduces near‑term selling pressure from vesting events while relying on existing ownership for alignment .
• Governance oversight: independent Compensation Committee reviews CEO goals and pay; clawback policy aligns with shareholder protections .
Risk Indicators & Red Flags
• Controlled company status and founders’ nomination/voting agreements may constrain board independence and investor influence over director elections .
• No related party transactions in 2023–2024 except IPO Directed Share Program (purchase by director Salentine); Audit Committee policies instituted for future related party review .
• Hedging of company stock is prohibited (alignment positive); pledging not disclosed .
• Tax reimbursements included in “All Other Compensation” (self‑employment tax reimbursement) could draw investor scrutiny though modest in magnitude .
Equity Ownership & Financial Context
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($) | $1,046,193,000* | $1,228,409,000* |
| EBITDA ($) | $82,632,000* | -$38,707,000* |
Values marked with * retrieved from S&P Global.
Compensation Committee Analysis
• Members: Cosler (Chair), Lewis, Patchett—all independent under SEC/NYSE standards; charter includes authority to retain independent compensation consultants and oversight of CEO pay and equity programs .
• Committee composition remained stable post‑IPO; no disclosed consultant engagements or conflicts in 2024 .
Investment Implications
• Alignment: Burke’s significant ownership (8.6% combined voting power) and refusal of new 2025 equity grants suggest strong long‑term alignment and limited near‑term insider selling pressure from vesting .
• Pay‑for‑performance: Annual incentives tied to clear, verifiable metrics met in 2024; presence of a Dodd‑Frank compliant clawback enhances downside protection for investors .
• Governance: Controlled company status and founder nomination rights reduce traditional independence; however, separation of Chair/CEO and fully independent Audit/Compensation Committees partially mitigates concerns .
• Financial lens: Robust 2024 revenue achievement contrasts with negative reported EBITDA while Adjusted EBITDA is positive; investors should focus on reconciliation quality and cash conversion alongside operational KPIs used for incentives .