DEF 14A of Henry Schein Inc, Apr 10, 2024

DEF 14A of Henry Schein Inc

Filed Apr 10, 2024 · FY20230001193125-24-091374

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Company’s Board of Directors (the “Board of Directors”) has approved the thirteen persons named below as nominees for election at the Annual Meeting to serve as directors until the 2025 Annual Meeting of Stockholders and until their successors are elected and qualified. Each director will be elected by the vote of the majority of the votes cast with respect to that director’s election, where a “majority of the votes cast” means that the number of shares voted “FOR” a director must exceed the number of votes cast “AGAINST” that director. Any executed proxies returned to the Company will be voted for the election of all of such persons except to the extent instructed otherwise with respect to one or more of such persons. Two of our currently-serving directors, James P. Breslawski and Steven Paladino, will not stand for re-election at the Annual Meeting. All of the nominees for director currently serve as directors and were elected by the stockholders at the 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”) to serve as a director except for Carole T. Faig, who was appointed as a director by the Board of Directors on December 13, 2023, upon the recommendation of the Nominating and Governance Committee. All of the nominees have consented to be named and, if elected, to serve. In the event that any of the nominees is unable or declines to serve as a director at the time of the Annual Meeting, the proxies may be voted in the discretion of the persons acting pursuant to the proxy for the election of other nominees. Set forth below is certain information, as of March 22, 2024, concerning the nominees:

  2. ELECTION OF DIRECTORS

    | Name | Age | Position | | Mohamad Ali | 53 | Director | | Stanley M. Bergman | 74 | Chairman, Chief Executive Officer, Director | | Deborah Derby | 60 | Director | | Carole T. Faig | 62 | Director | | Joseph L. Herring | 68 | Director | | Kurt P. Kuehn | 69 | Director | | Philip A. Laskawy | 82 | Director | | Anne H. Margulies | 68 | Director | | Mark E. Mlotek | 68 | Executive Vice President, Chief Strategic Officer, Director | | Carol Raphael | 81 | Director | | Scott Serota | 67 | Director | | Bradley T. Sheares, Ph.D. | 67 | Director | | Reed V. Tuckson, M.D., FACP | 73 | Director |

  3. ELECTION OF DIRECTORS

    MOHAMAD ALI has been a director since 2021. Mr. Ali currently serves as Senior Vice President and Chief Operating Officer of IBM Consulting (since October 2023). From 2019 to May 2023, Mr. Ali served as Chief Executive Officer of IDG, Inc., a technology media, events and research company. Prior to IDG, from 2014 until 2019, Mr. Ali served as President and Chief Executive Officer of Carbonite, Inc., a provider of SaaS security and data protection for businesses and individuals. Prior to Carbonite, Mr. Ali served as Chief Strategy Officer of HP Inc., from 2012 through 2014, where he played a pivotal role in the company’s turnaround and led the decision process to split HP into two companies. He also served as President of Avaya, Inc. from 2009 until 2012 and held various executive roles at IBM Corporation from 1996 until 2009. Mr. Ali brings to the Company’s Board of Directors extensive experience successfully growing and leading technology companies through strategic transformations. Additionally, the Board of Directors values Mr. Ali’s experience with initiatives relating to social, ethical and environmental responsibility in the global supply chain. In 2023, Mr. Ali was named to the Boston Globe’s “Tech Power Players 50,” a list of the top people influencing the technology industry in Massachusetts. Mr. Ali was named 2018 CEO of the Year by the Massachusetts Technology Leadership Council and was a member of the 2018 Public Board of the Year named by the National Association of Corporate Directors, New England Chapter. He was also named one of the 100 Most Influential People in Boston by Boston Magazine in 2018, a recipient of Mass High Tech Magazine’s 2011 MHT All-Stars Awards, named one of Boston Business Journal’s “40 Under 40” in 2008, and a finalist in the 1988 Westinghouse Science Talent Search. Mr. Ali currently serves on the board of directors of iRobot Corporation (and is a member of its compensation and talent committee and nominating and corporate governance committee). During the past five years, Mr. Ali served on the board of directors of Carbonite, Inc. and IDG, Inc. STANLEY M. BERGMAN has been with the Company since 1980, including as Chairman and Chief Executive Officer since 1989 and as a director since 1982. He is also a member of our Executive Management Committee. Mr. Bergman held the position of President of the Company from 1989 to 2005. Mr. Bergman held the position of Executive Vice President from 1985 to 1989 and Vice President of Finance and Administration from 1980 to 1985. Mr. Bergman brings to the Company’s Board of Directors management and leadership experience. Mr. Bergman is a well-known, highly regarded leader in the global health care industry. He has expansive knowledge of the health care industry and macro-economic global conditions, maintains strategic relationships with chief executives and other senior management in the health care industry throughout the world and brings a unique and valuable perspective to the Board of Directors. During his tenure, Mr. Bergman has led the Company from sales of approximately $600 million in 1995 to approximately $12.3 billion in 2023. Mr. Bergman serves as a board member or advisor for numerous institutions, including New York University College of Dentistry, the University of Pennsylvania School of Dental Medicine, the Columbia University Medical Center, the University of the Witwatersrand Fund, the World Economic Forum’s Health Care Governors and the Business Council for International Understanding. Mr. Bergman is Co-Chairman of the board of directors of the Henry Schein Cares Foundation, Inc. Mr. Bergman is also a member of the boards of numerous other charitable organizations and active with philanthropic causes and social responsibility activities. Mr. Bergman is also a Certified Public Accountant. DEBORAH DERBY has been a director since 2021. Ms. Derby currently serves as President and Chief Executive Officer (since May 2023) of Carrols Restaurant Group, Inc., a U.S. franchisee company. From 2016 until 2020, Ms. Derby served as President of Horizon Group USA, Inc., a wholesaler of arts and crafts components. Prior to that, Ms. Derby had an almost 15-year career at Toys “R” Us, Inc., rising to the position of President of Babies “R” Us, and, ultimately, Vice Chairman of Toys “R” Us, Inc. Before joining Toys “R” Us, Ms. Derby was a human resources executive and practiced corporate and employment law at Whirlpool Corporation and a large law firm in Michigan. Ms. Derby brings to the Company’s Board of Directors considerable experience across a wide range of industries and markets, and particular expertise in human resources, compensation, strategy, operations and supply chain risk management. Ms. Derby currently serves on the board of directors of Carrols Restaurant Group, Inc. During the past five years, Ms. Derby served on the board of directors of Vitamin Shoppe, Inc. CAROLE T. FAIG has been a director since December 2023. Ms. Faig was U.S. Health Sector Leader at Ernst & Young LLP (now known as EY LLP) from 2017 to 2020. After a distinguished 38-year career at EY, she retired in July 2021. Throughout her time at EY, Ms. Faig held leadership roles in both national and regional capacities. As U.S. Health Sector Leader she spearheaded strategic expansion, driving significant revenue growth and market recognition for EY’s healthcare offerings. Concurrently, she led the West Region’s Health and Life Sciences market segment from 2019 to 2021, optimizing client services and overseeing revenue, operations and personnel. From 1996 to 2018, she served as an audit partner, advising clients across the healthcare spectrum, from startups to large public companies. As a seasoned Certified Public Accountant with extensive experience in healthcare and public accounting, Ms. Faig brings to the Company’s Board of Directors extensive skills in corporate finance and accounting, and a deep understanding of our industry’s complexities and challenges. Ms. Faig currently serves as a member of the board of directors of Cue Health Inc., a Nasdaq-listed company (and is Chair of its audit committee). She is also a member of the board of directors of Affinia Therapeutics and QuVa Pharma, private equity–backed businesses, and PATH, a non-profit organization focused on global health equity. Throughout her professional career, Ms. Faig has been recognized for her leadership on matters related to diversity and inclusion. She served on EY’s Gender Equity Task Force and was awarded EY’s Chairman’s Value Award and Americas Assurance Inclusive Leadership Award in recognition of her commitment to building an inclusive workplace. JOSEPH L. HERRING has been a director since 2016. From 2005 to 2015, Mr. Herring served as Chief Executive Officer of Covance Inc., a drug development services company, and as Chairman of the board of directors of Covance from 2006 until its acquisition by Laboratory Corporation of America, Inc. in 2015. Mr. Herring previously served in several executive roles with Covance, including President and Chief Operating Officer, President of Early Development Services and Corporate Vice President and General Manager for its North American Preclinical Operations. Prior to joining Covance, Mr. Herring held a variety of senior leadership positions with Caremark International and American Hospital Supply Corporation over the course of his 19 years with the combined companies. The Company’s Board of Directors values Mr. Herring’s more than 35 years of experience in the healthcare industry. Mr. Herring also brings to the Company’s Board of Directors comprehensive knowledge in pharmaceuticals, management, sales and corporate governance matters. Mr. Herring formerly served on the nonprofit board for University Medical Center of Princeton and on the board of the Association of Clinical Research Organizations, of which he served as Chairman.

  4. ELECTION OF DIRECTORS

    KURT P. KUEHN has been a director since 2016. Mr. Kuehn was Chief Financial Officer of United Parcel Service, Inc. (“UPS”), a global leader in logistics, from 2008 until 2015. Prior to his appointment as CFO, Mr. Kuehn was Senior Vice President, Worldwide Sales and Marketing, leading the transformation of the sales organization to improve the global customer experience. Mr. Kuehn was UPS’ first Vice President of Investor Relations, taking the company public in 1999 in one of the largest IPOs in U.S. history. Since he joined UPS as a driver in 1977, Mr. Kuehn’s UPS career included leadership roles in sales and marketing, engineering, operations and strategic cost planning. He was also a member of UPS’ corporate sustainability steering committee, sponsored UPS’ first sustainability report and supported the sustainability activities of UPS for over 10 years. Mr. Kuehn brings to the Company’s Board of Directors extensive experience with distribution logistics, and as the CFO of UPS for eight years, comprehensive knowledge in corporate finance and accounting. Additionally, the Board of Directors values Mr. Kuehn’s insights in strategic cost planning and the needs of global customers, as well as his strategic sustainability and environmental, social and governance experience. Mr. Kuehn serves as the Board of Directors’ advisor to the Company’s Environmental Impact Council. Mr. Kuehn was awarded the 2015 E3 Lifetime Service Award for sustainability support by the Metro Atlanta Chamber and the 2013 C.K. Prahalad Award for Global Business Sustainability Leadership from the Corporate Eco Forum. Additionally, Mr. Kuehn has published several articles on sustainability in various journals including co-authoring an article on the financial case for sustainability titled “Sustainability a CFO Can Love” (published in the Harvard Business Review). Mr. Kuehn is a director of LocatorX, a private technology company. Mr. Kuehn was a member of the Standards Board of the Sustainability Accounting Standards Board (SASB) prior to its transformation into the Value Reporting Foundation Board of Directors. During the past five years, Mr. Kuehn served as a director of NCR Corporation. PHILIP A. LASKAWY has been a director since 2002 and has served as our Lead Director since 2012. Mr. Laskawy joined the accounting firm of Ernst & Young LLP (now known as EY LLP) in 1961 and served as a partner in the firm from 1971 to 2001, when he retired. Mr. Laskawy served in various senior management positions at Ernst & Young, including Chairman and Chief Executive Officer, to which he was appointed in 1994. He also led, and advised on, workplace policies and flexibility practices at Ernst & Young to meet the needs of a diverse workforce, with a focus on women’s retention initiatives. As a Certified Public Accountant with extensive experience, Mr. Laskawy brings to the Company’s Board of Directors exceptional skills in corporate finance and accounting, corporate governance, compliance, disclosure and international business conduct. Mr. Laskawy served on the American Institute of Certified Public Accountants to review and update rules regarding auditor independence. In 2006 and 2007, he served as Chairman and Vice Chairman of the International Accounting Standards Committee Foundation, which was created by the Securities and Exchange Commission and sets accounting standards in more than 100 countries, and he served as a member of the 1999 Blue Ribbon Committee on Improving the Effectiveness of Corporate Audit Committees. During the past five years, Mr. Laskawy served as a director of Covetrus, Inc., Lazard Ltd. and Loews Corporation. ANNE H. MARGULIES has been a director since 2018. Ms. Margulies was the Vice President and Chief Information Officer for Harvard University from 2010 until her retirement in 2021. She was responsible for information technology strategy, policies and services for the university. Prior to that, she was the Assistant Secretary for Information Technology and Chief Information Officer for the Commonwealth of Massachusetts from 2007 to 2010, responsible for the strategy, policies and overall management of information technology across the state’s government. With information technology playing an increasingly important role in the Company’s business, the Board of Directors values Ms. Margulies’ more than 35 years of strategic information technology leadership and information technology expertise, including in the areas of cybersecurity policy and risk management. Ms. Margulies serves as the Board of Directors’ co-lead for the Company’s Diversity and Inclusion Council. She currently serves as a member of the board of directors of HarborOne Bancorp, Inc. (and is a member of its compensation committee and nominating and governance committee). She is also a member of the advisory board of the Advanced Cyber Security Center, a New England-based regional organization committed to strengthening its members’ cybersecurity defenses and preparing the region’s response to large scale cyber threats. In 2022, Ms. Margulies completed the Digital Directors Network’s Masterclass on Systemic Cyber Risk for Corporate Directors. Ms. Margulies was a member of the Massachusetts Technology Collaborative Board from 2012 to 2021. In 2015, Ms. Margulies was named 2015 Boston CIO Leader of the Year by the Boston Business Journal along with the Boston CIO Leadership Association, in 2017, she was named by IDG Enterprises to the 2017 CIO Hall of Fame in CIO Magazine, and in 2019, she was awarded an honorary Doctorate in engineering from the Universitat Politecnica de Valencia. During the past five years, Ms. Margulies served as a director of SomaLogic, Inc. (which merged into Standard BioTools Inc.). MARK E. MLOTEK has been with the Company since 1994, in his current position as Executive Vice President and Chief Strategic Officer since 2012 and as a director since 1995. He is also a member of our Executive Management Committee. Mr. Mlotek was Senior Vice President and subsequently Executive Vice President of the Corporate Business Development Group between 2000 and 2012. Prior to that, Mr. Mlotek was Vice President, General Counsel and Secretary from 1994 to 1999. Prior to joining the Company, from 1989 to 1994, Mr. Mlotek was a partner in the law firm of Proskauer Rose LLP, the Company’s principal law firm and one of the largest firms in the nation, specializing in mergers and acquisitions, corporate reorganizations and tax law. As the Company continues to grow through strategic acquisitions, the Board of Directors values Mr. Mlotek’s extensive legal, merger and acquisition and business development experience as well as his drive for innovation and his entrepreneurial spirit. Mr. Mlotek also manages the Company’s global strategic planning function.

  5. ELECTION OF DIRECTORS

    CAROL RAPHAEL has been a director since 2012. Ms. Raphael currently serves as a National Advisor for Manatt Health Solutions, the interdisciplinary policy and business advisory division of Manatt, Phelps & Phillips, L.L.P., a leading law firm in the United States. Ms. Raphael served as the President and Chief Executive Officer of the Visiting Nurse Service of New York from 1989 to 2011. Prior to the Visiting Nurse Service of New York, Ms. Raphael held executive positions at Mt. Sinai Medical Center and in New York City government. Ms. Raphael served on the Federal Bipartisan Commission on Long Term Care, the Medicare Payment Advisory Commission (MedPAC), the New York State Medicaid Redesign Team and was an Advanced Leadership Fellow at Harvard University. She is the former Chair of the board of the Long Term Quality Alliance and a director emeritus of the New York eHealth Collaborative, which is implementing a statewide, standardized platform for the exchange of health information. She also was the Chair of the national AARP board and co-chaired the West Health Advisory Council on Emergency Department to Home-Based Healthcare. As a nationally recognized industry leader, Ms. Raphael brings to the Company’s Board of Directors extensive knowledge and experience in health policy, economics, management, clinical services, home healthcare, occupational health and safety and new models of integrated care (particularly for chronically ill and long term care populations). Ms. Raphael’s strategic insights into the health care needs of an aging population and her invaluable experience advancing the adoption of health information technology is valued by the Company, especially in connection with its strategic plan for growth and innovative solutions. Ms. Raphael currently serves on several non-profit boards including: the Primary Care Development Corporation; the Medicare Rights Center; the SCAN Foundation; the Commonwealth Care Alliance; and the Kaiser Permanente School of Medicine. Ms. Raphael is also a member of several advisory boards, including the Harvard T.H. Chan School of Public Health’s Policy and Management Executive Council, the New York City Age-Friendly Commission, the New York State Quality Advisory Committee and Honor Technology, Inc.’s (known as Honor) Advisory Board. Ms. Raphael co-edited the book “Home Based Care for a New Century,” was a Visiting Fellow at the King’s Fund in the United Kingdom and was listed in Crain’s New York Business 50 Most Powerful Women in 2009. SCOTT SEROTA has been a director since 2021. Mr. Serota was President and Chief Executive Officer of Blue Cross Blue Shield Association (BCBSA), a national federation of 35 independent, community-based, and locally operated Blue Cross Blue Shield companies, from 1996 until January 2021. Prior to joining BCBSA, Mr. Serota was President and Chief Executive Officer of Chicago-based Rush Prudential Health Plans, where he led the integration of Rush-Presbyterian-St. Luke’s Medical Center Health Plans and The Prudential. Earlier in his career, Mr. Serota also created and led Physicians Preferred Health Inc., a Missouri-based physician-hospital organization, and served as an administrator at Hillcrest Medical Center in Tulsa, Oklahoma. Mr. Serota brings to the Company’s Board of Directors considerable expertise in health care insurance and public policy. Additionally, the Board of Directors values Mr. Serota’s decades-long system development and business strategy experience. His public policy activity includes having served on the Policy Committee of the White House Conference on Aging under President George W. Bush, and as a charter member of the American Health Information Community, a federally chartered commission formed to advance health information, also by the appointment of President Bush. Mr. Serota is currently an advisor for Alma, a membership-based network for mental health care providers to build and scale their practices. He currently serves on the board of directors of Blue Cross Blue Shield of Michigan, Athletico Physical Therapy and the Northwestern Health Care Network, and is Board Chair of the Board of Trustees of the Brain Research Foundation. Mr. Serota is an advisory board member of Paragon Biosciences, LLC, a biotechnology company, and The Vistria Group, a private firm that invests in the healthcare industry. Mr. Serota is also a member of the Advisory Board for the Schaeffer Center at the University of Southern California and previously served on the CEO Advisory Board for Building a Healthier Chicago. Mr. Serota previously served as a director of Itamar Medical Ltd. (a leading medical device and digital health company focused on the integration of sleep apnea management into the cardiac patient care pathway) and as an executive advisor for Castlight Health, Inc. (a leader in healthcare navigation). BRADLEY T. SHEARES, PH.D. has been a director since 2010. Dr. Sheares served as Chief Executive Officer of Reliant Pharmaceuticals, Inc., from January 2007 through its acquisition by GlaxoSmithKline plc in December 2007. Prior to joining Reliant, from 2001 until 2006, Dr. Sheares served as President of U.S. Human Health for Merck & Co. As a member of Merck’s management committee, Dr. Sheares had responsibility for formulating global business strategies, operations management and the development and implementation of corporate policies. As the former Chief Executive Officer of Reliant Pharmaceuticals and with 20 years in the pharmaceutical industry, Dr. Sheares brings to the Company’s Board of Directors extensive health care knowledge and experience in sales, marketing, brand management, research and development, complex regulatory and legal issues, risk management (including supply chain risk management) and mergers and acquisitions. As a director of other public companies, Dr. Sheares has been involved in succession planning, compensation, employee management and the evaluation of acquisition opportunities.

  6. ELECTION OF DIRECTORS

    REED V. TUCKSON, M.D., FACP has been a director since 2021. Since 2014, Dr. Tuckson has served as Managing Director of Tuckson Health Connections, LLC, a private health and medical care consulting business. He is also the co-founder and Convener of the Black Coalition Against COVID-19 and the co-founder and Chairman of the Board of the Coalition For Trust In Health & Science. Prior to Tuckson Health Connections, Dr. Tuckson enjoyed a long tenure as Executive Vice President and Chief of Medical Affairs of United Health Group from 2006 until 2014. Dr. Tuckson previously served as Senior Vice President, Professional Standards of the American Medical Association, Commissioner of Public Health for the District of Columbia, Senior Vice President of the March of Dimes Birth Defects Foundation and President of the Charles R. Drew University of Medicine and Science. Additionally, he has been appointed to leadership roles at the National Academy of Medicine, and has been a member of numerous federal advisory committees and corporate, non-profit and academic boards, including his past service on the board of trustees of Howard University, where he served as Chair of the Health Sciences Committee. The Board of Directors values Dr. Tuckson’s more than 35 years of experience as a healthcare professional, his recognition as a leader in his field and his engagement in nearly every sector of the health and medical care industries. Dr. Tuckson serves as the Board of Directors’ co-lead for the Company’s Diversity and Inclusion Council. Dr. Tuckson was recognized several times as one of the “50 Most Influential Physician Executives” by Modern Healthcare Magazine, named as one of the “100 Most Powerful Executives in Corporate America” by Black Enterprise Magazine in 2009, and as “Washingtonian of the Year” by Washingtonian Magazine in 1998. He is also the author of “The Doctor in the Mirror,” an ongoing book and online senior patient activation and education project. Dr. Tuckson currently serves on the board of directors of Adverum Biotechnologies, Inc., a clinical-stage gene therapy company targeting unmet medical needs in ocular and rare diseases. During the past five years, Dr. Tuckson served as a director of CTI BioPharma Corp. Each director will be elected by the vote of the majority of the votes cast with respect to that director’s election, where a “majority of the votes cast” means that the number of shares voted “FOR” a director must exceed the number of votes cast “AGAINST” that director. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE PROPOSED NOMINEES FOR DIRECTOR.

  7. 2022-2024 BOLD+1 Strategic Plan

    2022-2024 BOLD+1 Strategic Plan Over the years, Henry Schein has strategically transformed into a leading global health care distribution and specialty products and services provider. Approximately every three years we develop a new strategic plan and in 2022, we announced our 2022-2024 BOLD+1 Strategic Plan to accelerate our digital transformation and increase focus on our higher-growth, higher-margin businesses. BOLD+1 means building complementary software, specialty, and services businesses for high growth; operationalizing our One Distribution approach to deliver exceptional customer experience, increased efficiency, and growth; leveraging all the businesses and solutions that comprise Henry Schein to broaden and deepen relationships with our customers; and driving digital transformation for our customers and for the Company. The +1 component reflects our commitment to help our customers operate more effectively and efficiently while generating value for all stakeholders. The Company’s executive officer compensation program is designed to, among other things, align rewards with the achievement of the Company’s strategic plan. Beginning in fiscal 2022 and continuing in fiscal 2023, the Compensation Committee added as a component of our short-term cash incentive plan for all Executive Management Committee members (which include our Named Executive Officers), the achievement of the financial goals and performance objectives set forth in the Company’s strategic scorecard which goals are directly tied to the Company achieving the 2022-2024 BOLD+1 Strategic Plan. In fiscal 2023, we increased the Strategic Scorecard Goals (as defined below) weighting from 20% to 30% for all Executive Management Committee members (which include our Named Executive Officers).

  8. Executive Compensation Program Changes made in Fiscal 2023

    | • | 2023 LTIP – added a three-year average return on invested capital (“ROIC”) metric in the long-term incentive program design for performance-based restricted stock units (“PSUs”) issued in fiscal 2023, weighted at 25%, with three-year cumulative earnings per share (“EPS”) as part of the LTIP, weighted at 75%; |

  9. Executive Compensation Program Changes made in Fiscal 2023

    | • | 2023 LTIP – removed stock options from the LTIP design and increased the ratio of PSUs issued in fiscal 2023, where PSUs comprised 65% of our CEO’s and 50% of the other Named Executive Officers’ target long-term incentive opportunity; and |

  10. Executive Compensation Program Changes made in Fiscal 2023

    | • | 2023 PIP – maintained annual EPS as the primary Company performance metric for fiscal 2023 and increased the Strategic Scorecard Goals weighting from 20% to 30% for all Executive Management Committee members (including our Named Executive Officers) and streamlined and combined Business Financial Goals (as defined below) and Individual Performance Goals (as defined below) into one category. The Business Financial Goals/Individual Performance Goals and Strategic Scorecard Goals take into account performance metrics factors (including, without limitation, measures such as operating income, business unit expense, industry specific goals and similar factors). |

  11. Components of the Executive Compensation Program

    Components of the Executive Compensation Program The Company’s executive compensation program consists of four main components: (i) base salary; (ii) annual incentive compensation opportunity; (iii) long-term equity-based awards and (iv) benefits and perquisites. As described below, annual and long-term performance-based awards represent a major portion of total compensation for the Named Executive Officers. The combination of these four components of our executive compensation program is designed to balance Company annual operating objectives and earnings performance with longer-term Company stockholder value creation goals. Base Salary. The Compensation Committee annually reviews and approves base salary for the Named Executive Officers. Annual Incentive Compensation. The components of the Company’s annual incentive compensation (i.e., bonuses under the PIP) are set by the Compensation Committee annually and are designed to reward the achievement of pre-established performance goals. Each executive officer’s annual incentive compensation under the PIP (other than Mr. Bergman’s) is based on the following weighted components:

  12. Components of the Executive Compensation Program

    | • | the executive officer’s specific business unit financial goals and individual performance goals; and |

  13. Components of the Executive Compensation Program

    Long-Term Equity-Based Awards. The Compensation Committee approved equity-based awards for fiscal 2023 (“2023 LTIP”) under the Company’s Long Term Incentive Program under the Henry Schein, Inc. 2020 Stock Incentive Plan as amended and restated as of May 21, 2020 (the “2020 Stock Incentive Plan”) that contained a strong performance-based focus and consisted of PSUs and time-vested restricted stock units (“RSUs”). The following approach was taken with respect to the 2023 LTIP grants:

  14. Components of the Executive Compensation Program

    | • | In fiscal 2023, our CEO received 65% PSUs and 35% RSUs and our other Named Executive Officers received 50% PSUs and 50% RSUs; and |

  15. Components of the Executive Compensation Program

    | • | PSUs granted in fiscal 2023 to participants, including the Named Executive Officers, are tied to the Company’s (i) EPS performance over the three-year performance period (weighted at 75% of the total PSU award) and (ii) return on invested capital performance over the three-year performance period (weighted at 25% of the total PSU award), in each case subject to any potential required adjustments as described below. When the Company successfully achieves its three-year cumulative EPS goal (“EPS goal”) and its three-year average return on invested capital (“ROIC goal”), participants, including the Named Executive Officers, are paid shares under their PSUs at target levels. When the Company’s performance exceeds the EPS goal and/or the ROIC goal, participants, including the Named Executive Officers, receive additional shares under their PSUs (with respect to the applicable weighted component of the PSU that exceeded the goal) up to a 200% maximum payout (increased from 150% for LTIP awards granted in fiscal 2022). When the Company’s performance does not meet the EPS goal and/or the ROIC goal, shares paid to participants (including the Named Executive Officers) under their PSUs (with respect to the applicable weighted component of the PSU that did not meet the goal) are reduced or eliminated. |

  16. Compensation Objectives and Strategy

    The Company’s executive compensation programs are approved and administered by the Compensation Committee of the Board of Directors. Working with management and outside advisors, the Compensation Committee has developed a compensation and benefits strategy that rewards performance (including, without limitation, achievement of the Company’s strategic plan), promotes appropriate conduct and reinforces a culture that the Compensation Committee believes will continue to drive long-term success for the Company, thereby enhancing stockholder value. The compensation program rewards team accomplishments while, at the same time, promoting individual accountability. The Company has a planning and goal-setting process that is fully integrated into the compensation system, intended to result in a strong relationship between individual efforts, business unit financial results, Company financial results, and the Company’s achievement of its strategic plan with executive officer financial rewards. A major portion of total compensation for our Named Executive Officers is placed at risk through annual and long-term incentives tied to the achievement of performance metrics and/or stock appreciation. In fiscal 2023, the sum of annual incentive compensation (under the heading “Non-Equity Incentive Plan Compensation”), PSUs (based on target achievement) and RSUs represented (i) 80% of the total compensation for our CEO and (ii) between 65% and 77% of the total compensation for the Named Executive Officers (other than our CEO). We seek to provide competitive compensation that is commensurate with performance. We generally target compensation at the median of the market and calibrate both annual and long-term incentive opportunities to generate less-than-median awards when goals are not fully achieved and greater-than-median awards when goals are exceeded. (See “Pay Levels and Benchmarking” set forth below.) We seek to promote a long-term commitment to the Company by our senior executives. We believe that there is great value to the Company in having a team of long-tenured, seasoned managers to enable us to capitalize on our growth strategies. Our team-focused culture and management processes are designed to foster this commitment. The vesting schedules attached to LTIP awards (three-year cliff vesting for PSUs and four-year cliff vesting for RSUs) reinforce this long-term orientation.

  17. Say-on-Pay Votes and Stockholder Feedback

    | • | 2023 LTIP – added a three-year average ROIC goal in the LTIP design for PSUs issued in fiscal 2023 weighted at 25%, with three-year cumulative EPS weighted at 75%; |

  18. Say-on-Pay Votes and Stockholder Feedback

    | • | 2023 LTIP – removed stock options from the LTIP design and increased the ratio of PSUs issued in fiscal 2023, where PSUs comprised 65% of our CEO’s and 50% of the other Named Executive Officers’ target long-term incentive opportunity; and |

  19. Say-on-Pay Votes and Stockholder Feedback

    | • | 2023 PIP – maintained annual EPS as the Company performance metric for fiscal 2023 and increased the Strategic Scorecard Goals (as defined below) weighting from 20% to 30% for all Executive Management Committee members (which include all executive officers) and streamlined and combined Business Financial Goals (as defined below) and Individual Performance Goals (as defined below) into one category. The Business Financial Goals/Individual Performance Goals and Strategic Scorecard Goals take into account performance metrics factors (including, without limitation, measures such as operating income, business unit expense, industry specific goals and similar factors). |

  20. Pay Element—Overview

    | • | Annual Incentive Compensation—variable pay that is designed to reward attainment of annual business goals, with payout of target award goals generally expressed as a percentage of base salary; |

  21. Pay Element—Overview

    | • | Long-Term Equity-Based Awards—stock-based awards including PSUs and RSUs; and |

  22. Pay Elements—Details

    Pay Elements—Details Base Salary The Compensation Committee annually reviews executive officer salaries and makes adjustments, as warranted, based on individual responsibilities and performance, and Company performance in light of market conditions and competitive practice. Salary adjustments are generally approved and implemented during the first quarter of the calendar year (typically in March). In March 2023, based on individual responsibilities and performance, the Company’s performance and competitive market data with respect to base salary pay practices, the Compensation Committee increased the base salaries for the Named Executive Officers by approximately 3.8% over the Named Executive Officers’ fiscal 2022 salaries. Annual Incentive Compensation Annual incentive compensation for each of the Company’s executive officers is determined and paid under the Performance Incentive Plan for such year. In March 2023, based on individual responsibilities and performance, the Company’s performance and competitive market data with respect to short-term cash compensation performance pay practices, the Compensation Committee increased the target bonuses under the 2023 PIP for the Named Executive Officers by approximately 3.8% over the Named Executive Officers’ fiscal 2022 PIP target bonuses. Components of the PIP The components of the PIP are designed to reward the achievement of pre-established corporate financial, business unit financial/ individual performance goals and the Company’s strategic scorecard goals. The Compensation Committee sets the PIP’s performance goals and target payout for the Chief Executive Officer. With respect to the executive officers (other than the Chief Executive Officer), at the beginning of each year, the Chief Executive Officer recommends to the Compensation Committee which executive officers should participate in the PIP for that year and, following review and approval by the Compensation Committee, such officers are notified of their participation. The Chief Executive Officer recommends to the Compensation Committee the PIP’s performance goals and target payout for executive officers (other than himself), subject to the Compensation Committee’s review and approval. PIP targets and goals for fiscal 2023 for the Named Executive Officers were established at the beginning of fiscal 2023. For the Named Executive Officers (other than Mr. Bergman), the performance goals under the 2023 PIP were based on:

  23. Pay Elements—Details

    | • | achievement of the financial goals and performance objectives set forth in the Company’s strategic scorecard (“Strategic Scorecard Goals”) which are directly tied to the Company achieving its then current three-year strategic plan. |

  24. Pay Elements—Details

    The weight (expressed as a percentage of the PIP target payout) for each component of the 2023 PIP awards for the Named Executive Officers (other than Mr. Bergman) was (i) 30% 2023 Company Financial/EPS Goal, (ii) 40% Business Financial/Individual Goals and (iii) 30% Strategic Scorecard Goals. 2023 Company Financial/EPS Goal In December 2022 and January 2023, the Compensation Committee considered the advantages and disadvantages of potential performance metrics (including, among others, revenue, strategic objectives, operating income/margin, cash flow and industry specific goals) evaluated against the current performance objectives of the PIP, including market data for large public companies’ practices. Following such review, in March 2023, with respect to the 2023 PIP, the Compensation Committee approved (i) the continued use of annual EPS as the Company financial metric, (ii) the continued use of operating income, business unit expense, industry specific goals and similar factors for the Business Financial/Individual Goals, (iii) increasing the weighting for the strategic objectives related to the Company’s 2022-2024 strategic plan for the Strategic Scorecard Goals to account for 30% of the 2023 PIP for executive officers and other executive management instead of the 20% used for the 2022 PIP and (iv) streamlined and combined Business Financial Goals and Individual Performance Goals into one category. The Compensation Committee believes that the Business Financial/Individual Goals and Strategic Scorecard Goals already take into account performance metrics factors (including, without limitation, measures such as operating income, business unit expense, industry specific goals and similar factors) and, therefore, the introduction of another Company performance metric in the PIP (beyond the annual EPS goal) is not necessary as our executive officers are already incentivized with various financial goals appropriate for their respective profit centers and/or business units. Under the 2023 PIP, the Compensation Committee may adjust the 2023 Company Financial/EPS Goal and Business Financial/Individual Goals for the following factors (which factors were pre-established by the Compensation Committee in the first quarter of 2023):

  25. Pay Elements—Details

    Additionally, the Compensation Committee may further adjust the goal for any other unforeseen event or other facts and circumstances beyond the control of the Company, by an amount equal to a reasonable estimate of the expected accretion or dilution, based on information provided to them by executive management. In the event the Compensation Committee makes adjustments in accordance with the preceding sentence, the Compensation Committee in its sole discretion will determine the PIP award payouts that correspond to the levels of achievement of the adjusted goal. The Compensation Committee may award all or a portion of a PIP award upon the attainment of any goals (including the applicable predefined goals). The Compensation Committee or the Chief Executive Officer (solely with respect to non-executive officers) may also grant discretionary awards under the PIP. Business Financial/Individual Goals and Strategic Scorecard Goals for Named Executive Officers (other than the CEO) Business Financial/Individual Goals vary for each Named Executive Officer as the goals reflect each executive’s specific role and function. Strategic Scorecard Goals are the same for all Named Executive Officers and are tied to the advancing of the Company’s then current three-year strategic goals. Financial measures included in such goals are adjusted in a manner similar to adjustments made to the 2023 Company Financial/EPS Goal (as described below). Business Financial/Individual Goals are designed to motivate executive officers to achieve challenging, but attainable goals for talented executives. Strategic Scorecard Goals are designed to motivate executive officers to achieve the Company’s challenging, but attainable then current three-year strategic plan. The Compensation Committee sets the goals for PIP awards such that incentive compensation is paid at less-than-median of the market awards when Business Financial/Individual Goals or Strategic Scorecard Goals are not fully achieved and greater-than-median awards when goals are exceeded. In March 2023, the Compensation Committee increased the maximum payout percentage for the Company Financial/EPS Goal under the 2023 PIP to 150% (an increase from the maximum amount of 115% under the 2022 PIP). The maximum payout percentage under the PIP for the Named Executive Officers ranges from 115% to 200% for the Business Financial/Individual Goals (depending on the specific category of goal applicable to such Named Executive Officer). With respect to the Strategic Scorecard Goals, the maximum percentage payout is 115%. Since fiscal 2020, the Company has incorporated a diversity and inclusion metric in the PIP for all participants (including Named Executive Officers). For the 2023 PIP, the Compensation Committee approved the environmental, social and governance goals for the Company’s executive officers to include diversity and inclusion, human capital and sustainability metrics weighted at 15% of their Strategic Scorecard Goals. For each Named Executive Officer (other than Mr. Bergman whose annual incentive compensation is described below), the Business Financial/Individual Goals are as follows:

  26. Pay Elements—Details

    The Strategic Scorecard Goals for each Named Executive Officer (including Mr. Bergman) measure (i) quantitative goals related to expanding the Company’s high-growth, high-margin businesses, (ii) advancing our digital transformation, (iii) operationalizing the Company’s One Distribution strategy (i.e., to more tightly integrate the management of our Dental and Medical distribution businesses to better leverage functions, talent, processes, and systems across our distribution businesses to enhance our customer experience and maximize efficiency and performance), and leveraging the Company’s One Schein customer offerings (a comprehensive network of innovative solutions and services, along with our distribution capabilities, to provide an enhanced experience), and (iv) environmental, social and governance goals, including human capital management (e.g., employee development and retention, increase diversity and inclusion through education, hiring and mentorship) and environmental sustainability (e.g., advancing our commitment to net zero emissions by 2050). The Strategic Scorecard Goals are awarded based on a leverage table with a maximum payout of 115% and no payout where performance achieved is under 70%. On February 29, 2024, the Compensation Committee certified the achievement of the Strategic Scorecard Goals resulting in a payout of 87% of the 2023 Strategic Scorecard Goals portion of the PIP award set by the Compensation Committee under the 2023 PIP. 2023 PIP: Annual Incentive Compensation for Named Executive Officers (other than the CEO) In March 2023, the Compensation Committee set the 2023 Company Financial/EPS Goal designed to result in an award payout equal to 100% under the 2023 PIP. The Compensation Committee set the target 2023 Company Financial/EPS Goal at $5.33. The maximum payout under the 2023 Company Financial/EPS Goal portion of the 2023 PIP is 150%. In February 2024, the Compensation Committee completed the pre-defined process to adjust the goal and to approve the adjustments that were applied to the actual results, in each case, based on the pre-determined adjustments authorized under the PIP. For the 2023 PIP, adjustments to the 2023 Company Financial/EPS Goal included the effects during fiscal 2023 of the impact of completed and certain incomplete acquisitions (including minority interests), certain capital transactions (including capital stock repurchases), changes in foreign exchange rates and the financial impact of COVID-19 test kit earnings. As a result, the Compensation Committee approved an adjustment to the 2023 Company Financial/EPS Goal to $5.06. During the first quarter of 2024, the Chief Executive Officer reviewed, with respect to the 2023 fiscal year, the relevant financial and operating performance achievements of the Company and its business units, as well as the individual performance of the participating officers (other than himself), against the PIP performance goals that had been previously established, and submitted proposed PIP payouts for the participating officers to the Compensation Committee for review and approval. Our actual 2023 non-GAAP diluted EPS, adjusted for restructuring costs, amortization of acquisition intangibles, impairment of intangible assets and litigation costs and the financial impact of COVID-19 test kit earnings, was $4.14. This was in part due to the October 2023 cybersecurity incident. This resulted in a payout for our Named Executive Officers of 0% of the 2023 Company Financial/EPS Goal portion of the PIP award being awarded to the Company’s Named Executive Officers under the 2023 PIP. The portion of the PIP awards for the Named Executive Officers that relates to the achievement of the Business Financial/Individual Goals and Strategic Scorecard Goals (each as described above) appears in the Summary Compensation Table in the column captioned “Non-Equity Incentive Plan Compensation.” 2023 PIP: Annual Incentive Compensation for CEO Mr. Bergman’s annual incentive compensation for 2023 had the following components:

  27. Pay Elements—Details

    | • | PSUs; and |

  28. Pay Elements—Details

    | • | RSUs. |

  29. Pay Elements—Details

    Following consultation with its independent compensation consultant and feedback from our stockholder engagements, in March 2023, the Compensation Committee approved the awards under the 2023 LTIP for our CEO consisting of 65% PSUs and 35% RSUs and our Named Executive Officers (other than our CEO) consisting of 50% PSUs and 50% RSUs. Vesting PSUs generally vest 100% on the third anniversary of the grant date (three-year cliff vesting) upon achievement of specified performance vesting goals, and RSUs generally vest 100% on the fourth anniversary of the grant date (four-year cliff vesting), in each case subject to continued service from the grant date until the applicable vesting date (except that the grants provide for pro-rated or accelerated vesting upon certain qualifying terminations such as retirement, death or disability, or termination without cause following a change in control (as defined in the 2020 Stock Incentive Plan)). None of our outstanding LTIP awards provide for single trigger acceleration of restricted stock units or stock options upon a change in control. Instead, in connection with a change in control, all outstanding restricted stock units and unvested stock options granted to our executive officers vest automatically upon a participant’s termination of employment by the Company without cause or by the participant for good reason (and for Mr. Bergman, also for retirement) occurring within two years after the change in control or in certain cases within 90 days prior to a change in control or after the first public announcement of a pending change in control. (See “Post Termination and Change in Control Calculation” table below and the accompanying footnotes.) Clawback Our LTIP awards are subject to a clawback policy whereby the Company has the right to recoup from the participant (including the Named Executive Officers) and the participant is required to repay the Company an amount equal to the fair market value of the aggregate shares of restricted stock units and the fair market value of the aggregate shares received upon exercise of a stock option (net of the aggregate exercise price paid in cash upon exercise of such stock option) payable to the participant if the participant engages in a competitive activity (as defined in the award agreement) or violates a non-disclosure, non-solicitation of employees or other restrictive covenant between the participant and the Company on or after the payment date, but on or prior to the first anniversary of such payment date. In addition, the Company adopted the Dodd-Frank Clawback Policy (described below) which applies to certain LTIP awards granted to our current and former executive officers, including our Named Executive Officers. In March 2024, beginning with LTIP awards issued on March 4, 2024, the Compensation Committee added scenarios under the LTIP (in addition to a participant engaging in a competitive activity (as defined in the award agreement) or violating a restrictive covenant) where payments made under the LTIP may be subject to a clawback whereby the Company has the right to recoup from the participant (including the Named Executive Officers) and the participant is required to repay the Company an amount equal to the fair market value of the aggregate shares of restricted stock units payable to the participant, including (i) a determination by the Company that the participant engaged in conduct reasonably expected to constitute Cause (as defined in the award agreement), regardless of whether employment is terminated as a result of such determination and (ii) providing that LTIP awards are subject to (a) the Company’s Incentive Compensation Recoupment Policy, (b) the Company’s Dodd-Frank Clawback Policy and (c) any other clawback and/or recoupment policy approved by the Board of Directors or the Compensation Committee (or other committee of the Board of Directors) from time to time. For purposes of the award agreement, “Cause” means (i) the participant shall have committed fraud or any felony in connection with the participant’s duties as an employee or consultant (as applicable) of the Company or any of its Subsidiaries (as defined in the 2020 Stock Incentive Plan), or willful misconduct or any act of disloyalty, dishonesty, fraud or breach of trust or confidentiality as to the Company or any of its Subsidiaries or the commission of any other act which causes or may reasonably be expected to cause economic or reputational injury to the Company or any of its Subsidiaries or (ii) such termination is or would be deemed to be for Cause under any employment or consulting agreement between the Company or any of its Subsidiaries and the participant, or is expressly provided for under an award agreement. Grant Date All grants are issued on the date they are approved by the Compensation Committee or issued on a pre-determined date following approval by the Compensation Committee. Performance Criteria In December 2022 and January 2023, the Compensation Committee considered the advantages and disadvantages of potential performance metrics (including, among others, revenue, strategic objectives, operating income/margin, cash flow and industry specific goals) evaluated against the current performance objectives of the PSUs under the LTIP, including market data for large public companies’ practices. During stockholder engagement discussions in fiscal 2022 and fiscal 2023, several stockholders suggested using alternative metrics in the LTIP. Following such review, in March 2023, with respect to the 2023 LTIP, the Compensation Committee (i) added a three-year average ROIC goal for PSUs weighted at 25%, with three-year cumulative EPS weighted at 75%; and (ii) increased the ratio of PSUs from 50% to 65% for our CEO and from 30% to 50% for all other Named Executive Officers. All equity awards issued to executive officers in fiscal 2023 included at least 50% performance-based vesting conditions for a percentage of the award. Mr. Bergman’s 2023 LTIP grant was 65% PSUs and 35% RSUs and our Named Executive Officers’ 2023 LTIP grants (other than Mr. Bergman) were 50% PSUs and 50% RSUs. At the time the LTIP performance-based goal is set, it is substantially uncertain that the goal will be achieved. As the Company continues to grow, we continue to tie the performance goals to the Company’s EPS at growth rates that we believe exceed market growth for the markets in which we operate and reflect economic conditions. For fiscal 2023, the Compensation Committee increased the maximum payout for PSUs from 150% to 200% to more closely align to competitive market practices. Pursuant to the 2023 LTIP, the Compensation Committee is required to adjust the EPS performance goal and the ROIC performance goal for the following factors (which factors were pre-established by the Compensation Committee in the first quarter of 2023):

  30. Pay Elements—Details

    During the first quarter of each calendar year in which the Company issues PSUs, the Compensation Committee (i) sets the target goal(s) designed to result in a payout equal to 100% under the PSUs to be granted during such year and (ii) approves the required adjustments to be made under the respective awards. PSUs were not granted in fiscal 2021 but were reinstated in fiscal 2022 and fiscal 2023. For the 2022 LTIP, the target goal is a three-year cumulative EPS goal. For the 2023 LTIP the target goals are a three-year cumulative EPS goal (weighted at 75% of the total PSU award) and a three-year average ROIC goal (weighted at 25% of the total PSU award). Fiscal 2023 was the first year the Company implemented ROIC as a performance metric for its PSUs. Similar to previous years, the Company completed a pre-defined process to adjust goals and to approve the adjustments to be applied to the actual results, in each case, based on adjustments required under the LTIP. With respect to outstanding PSUs granted in 2022, the EPS goal was adjusted for the effects during fiscal 2023 of the impact of share repurchases, completed and certain incomplete acquisitions and changes in foreign exchange rates. With respect to outstanding PSUs granted in 2023, the EPS goal was adjusted for the effects during fiscal 2023 of share repurchases, completed and certain incomplete acquisitions, changes in foreign exchange rates and the financial impact of COVID-19 test kit earnings. Accordingly, the Compensation Committee reduced the three-year EPS performance goal for the PSUs granted in 2022 and 2023 by 3%, and 5%, respectively. With respect to outstanding PSUs granted in 2023, the components of the ROIC goal were adjusted in a similar manner as described above for the EPS goal for the 2023 LTIP and resulted in no change to the ROIC performance goal for the PSUs granted in 2023. These adjustments to the EPS goals and the ROIC goal were reviewed and approved by the Compensation Committee. Fiscal 2023 Annual LTIP Award Based on a review of competitive market practices and individual performance, the Compensation Committee approved the LTIP awards set forth in the table below to the NEOs in fiscal 2023. Each such grant was made under the Company’s 2020 Stock Incentive Plan.

  31. Pay Elements—Details

    | Named Executive Officers | PSUs | RSUs | Aggregate grant date fair value of 2023 LTIP(1) | | Stanley M. Bergman Chairman and Chief Executive Officer (Principal Executive Officer) | 61,822 | 33,290 | $7,395,000 | | Ronald N. South Senior Vice President, Chief Financial Officer (Principal Financial Officer) | 8,681 | 8,682 | $1,350,000 | | Mark E. Mlotek Executive Vice President and Chief Strategic Officer | 12,025 | 12,026 | $1,870,000 | | Michael S. Ettinger Executive Vice President and Chief Operating Officer | 11,524 | 11,524 | $1,792,000 | | James Breslawski Vice Chairman, President | 8,038 | 8,039 | $1,250,000 |

  32. Pay Elements—Details

    | (1) Based on a review of competitive market practices and individual performance, the Compensation Committee revised the value of the annual equity grants under the 2023 LTIP for the Named Executive Officers as compared to the value of their respective annual LTIP awards granted in fiscal 2022 as follows: (i) Mr. Bergman’s value increased by 86% based on market adjustments following a benchmarking analysis and the terms of his amended and restated employment agreement (which employment agreement does not provide for an inducement grant in connection with entering into the new agreement and instead provides that beginning in 2023, the target grant date fair value of his award shall be not less than the median of the Company’s peer group (See “Employment Agreement and Post Termination and Change in Control Arrangements” under “Executive and Director Compensation”)), (ii) Mr. South and Mr. Ettinger annual values increased by 35% based on market adjustments following a benchmarking analysis; (iii) Mr. Mlotek’s annual value increased by 17% in light of his unique position and the Compensation Committee’s desire to motivate and retain him and (iv) Mr. Breslawski’s annual award decreased by 31% to reflect changes in his responsibilities and better alignment to the market. The percentage increases over the prior year are based on the NEOs’ annual grants, excluding one-time awards, if any, issued in 2022. |

  33. Pay Elements—Details

    Under the 2023 LTIP, PSUs vest 100% on the third anniversary of the grant date (three-year cliff vesting) upon achievement of specified performance vesting goals, and RSUs vest 100% on the fourth anniversary of the grant date (four-year cliff vesting), in each case subject to continued service from the grant date until the applicable vesting date (except that the grants provide for pro-rated or accelerated vesting upon certain qualifying terminations such as retirement, death or disability, or termination without cause following a change in control (as defined in the 2020 Stock Incentive Plan)). PSUs granted to Named Executive Officers that vested in Fiscal 2023 On March 1, 2023, the 52,500 PSUs awarded to Mr. Bergman on September 9, 2019 (“2019 PSU Award”) vested when the Compensation Committee certified the achievement of the performance goal. The 2019 PSU Award was granted to Mr. Bergman in connection with his prior employment agreement dated August 8, 2019. Such prior employment agreement had a term expiring on December 31, 2022 and, on November 28, 2022, was amended and restated with a term to expire on December 31, 2025. Mr. Bergman’s 2019 PSU Award was based on the same performance factor as the Company’s performance-based awards granted under the LTIP in 2020 (the “2020 LTIP”). On March 3, 2023, the 2020 LTIP PSUs granted to the Named Executive Officers (including Mr. Bergman) vested. With respect to the 2020 LTIP PSUs and Mr. Bergman’s 2019 PSU Award, on March 3, 2020, the Compensation Committee set the three-year cumulative EPS at $11.72, representing the target goal designed to result in an LTIP award payout equal to 100%. Similar to previous years, the Compensation Committee completed a pre-defined process to adjust the goal and to approve the adjustments that were made to the actual results, in each case, based on adjustments authorized under such LTIP program. For the 2020 LTIP PSUs and Mr. Bergman’s 2019 PSU Award, the goal was adjusted to account for the impact of completed and certain incomplete acquisitions and dispositions (including minority interests), certain capital transactions (including capital stock repurchases) and the effects of changes in foreign exchange rates from the rates used in setting the goal and the financial impact of COVID-19 test kit earnings. The three-year cumulative EPS performance goal for the 2020 LTIP PSUs and Mr. Bergman’s 2019 PSU Award was $11.74 (as adjusted) and the actual three-year cumulative EPS was $12.14 (as adjusted). These adjustments were reviewed and approved by the Compensation Committee. With respect to each of Mr. Bergman’s 2019 PSU Award and the 2020 LTIP PSUs, such awards vested with an achievement of 103.4% of the EPS performance goal and a payout awarded in shares of Company common stock equal to 150% of the original number of shares/units underlying the award granted (based on target goal performance). Benefits and Perquisites The Company’s executive compensation program also includes benefits and perquisites. These benefits include annual matching contributions of up to 7% of base salary to executive officers’ 401(k) Plan accounts, annual allocations to the Company’s Supplemental Executive Retirement Plan (“SERP”) accounts, health benefits, annual executive health exams (discontinued effective April 30, 2023), life insurance coverage, disability and business travel insurance. The Company also maintains a deferred compensation plan (the “Deferred Compensation Plan”) under which the Named Executive Officers may participate. The Company does not make any contributions to the Deferred Compensation Plan and all amounts outstanding under the Deferred Compensation Plan consist solely of participant contributions. The Company annually reviews these benefits and perquisites and makes adjustments as warranted based on competitive practices and the Company’s performance. A portion of the administrative services provided to Mr. Bergman has been determined to be non-business related and such portion is included in his taxable income as additional compensation. The administrative services include clerical and secretarial assistance designed primarily to minimize the amount of time Mr. Bergman devotes to administrative matters other than Company business, to provide opportunities for Mr. Bergman to undertake, among other things, philanthropic causes, social responsibility activities and non-business-related leadership roles. The Compensation Committee has approved these benefits and perquisites as a reasonable component of the Company’s executive officer compensation program in light of historical and competitive market practices. (See the “All Other Compensation” column in the Summary Compensation Table.) From time to time, the Company utilizes Company-owned and Company-leased vehicles (each a “Company vehicle”) and Company-employed drivers to efficiently optimize management’s time for business travel. If the Company vehicle and Company-employed driver is used for personal purposes, the executive reimburses the Company the value of the personal usage of the Company vehicle and Company-employed driver’s time at the greater of the amount of incremental cost to the Company under SEC rules and the imputed income to the executive using the Standard Industry Fare Level (SIFL) under the Internal Revenue Service regulations. Additionally, from time to time, the Company utilizes hourly leased aircraft to efficiently optimize management’s time for business travel. If seating is available, the Company permits an executive’s spouse or other guests to accompany the executive on the flight. In all cases, if the aircraft is used for personal purposes, the executive reimburses the Company the value of the personal usage of the aircraft at the greater of the amount of incremental cost to the Company under SEC rules and the imputed income to the executive using the Standard Industry Fare Level (SIFL) under the Internal Revenue Service regulations.

  34. Pay Mix

    Pay Mix We utilize the particular elements of compensation described above because we believe that it provides a well-proportioned mix of secure compensation, retention value and at-risk compensation which produces short-term and long-term performance incentives and rewards without encouraging inappropriate risk-taking by our executive officers. By following this approach, we provide the executive a measure of security with a minimum expected level of compensation, while motivating the executive to focus on business metrics that will produce a high level of short-term and long-term performance for the Company and its stockholders, and long-term wealth creation for the executive, as well as reducing the risk of recruitment of top executive talent by competitors. The mix of metrics used for our annual incentive program (i.e., the PIP) and our annual LTIP likewise provides an appropriate balance between short-term financial performance and long-term financial and stock performance. For executive officers, the mix of compensation is weighted heavily toward at-risk pay (performance-based annual incentives and long-term incentives). Maintaining this pay mix results fundamentally in a pay-for-performance orientation for our executives, which is aligned with our stated compensation philosophy of providing compensation commensurate with performance, while targeting pay at approximately the 50th percentile of the competitive market, other than in very limited circumstances where a deviation may be appropriate based on factors such as expertise and experience, leadership, performance and the competitive landscape. Our pay mix has resulted in a team of long-tenured, seasoned managers who we believe have a strong commitment to the Company’s long-term performance.

  35. Pay Levels and Benchmarking

    Pay Levels and Benchmarking Pay levels for executive officers are determined based on a number of factors, including the individual’s roles and responsibilities within the Company, the individual’s experience and expertise, the pay levels for peers within the Company, pay levels in the marketplace for similar positions and performance of the individual and the Company as a whole. The Compensation Committee is responsible for approving pay levels for the executive officers. In determining the pay levels, the Compensation Committee considers all forms of compensation and benefits. The Compensation Committee assesses “competitive market” compensation using a number of sources. One of the data sources used in setting competitive market levels for the executive officers is the information publicly disclosed by a peer group of the Company, which is reviewed annually and may change from year to year. The peer group of companies is set by the Compensation Committee and consists of companies engaged in the distribution and/or manufacturing of healthcare products or industrial equipment and supplies. The Compensation Committee determines the peer group of companies based on the following considerations, among other things: (i) Standard Industrial Classification or SIC codes; (ii) Global Industry Classification System or GICS; (iii) companies identified by Hoover’s, Inc. as our peer companies; (iv) companies listed as peers by our current list of peer companies and (v) company size, including, among other things, size by market capitalization, revenue and number of employees. Based on such analysis, in August 2022, the Compensation Committee determined that the peer group of companies used for fiscal 2023 should be the same as the peer group used for fiscal 2022. Accordingly, the fiscal 2023 peer group includes the following companies: AmerisourceBergen Corporation; Baxter International Inc.; Cardinal Health, Inc.; DaVita Inc.; Dentsply Sirona Inc.; Fastenal Company; Laboratory Corporation of America Holdings; MSC Industrial Direct Co., Inc.; Owens & Minor, Inc.; Patterson Companies, Inc.; Quest Diagnostics, Inc.; W.W. Grainger, Inc. and WESCO International Inc. At management’s direction, Willis Towers Watson, a professional services/human resources consulting company, prepares a survey containing the peer group analysis and comparative data for companies with revenues between $9 billion and $17 billion for the Company. This information is shared with the Compensation Committee and the Compensation Committee reviews such information with Pearl Meyer, an independent compensation consultant. After consideration of the data collected on external competitive levels of compensation and internal relationships within the executive group, the Compensation Committee makes decisions regarding individual executives’ target total compensation goals based on the need to attract, motivate and retain an experienced and effective management team. Relative to the competitive market data, the Compensation Committee generally intends that the base salary, target annual incentive compensation and equity-based compensation for each executive will be at the median of the competitive market, other than in very limited circumstances where a deviation may be appropriate based on factors such as expertise and experience, leadership, performance and the competitive landscape. As noted above, notwithstanding the Company’s overall pay positioning objectives, pay goals for specific individuals vary based on a number of factors such as scope of duties, potential for advancement, tenure, institutional knowledge and/or difficulty in recruiting a new executive. Actual total compensation in a given year will vary above or below the target compensation levels based primarily on the attainment of operating goals and the creation of stockholder value.

  36. Post Termination and Change in Control

    Post Termination and Change in Control The Company believes that a strong, motivated management team is essential to the best interests of the Company and its stockholders. To that end, we have an employment agreement with Mr. Bergman (which includes a change in control provision) and we have had change in control agreements with certain executive officers (including Messrs. Mlotek, Ettinger and Breslawski). Additionally, in May 2022, the Compensation Committee approved the adoption of the Henry Schein, Inc. Executive Change in Control Plan (the “CIC Plan”) which applies to those executive officers who are not already a party to a change in control agreement with the Company (including Mr. South). The terms and conditions set forth in the CIC Plan are substantially similar to the terms and conditions contained in the change in control agreements. The change in control agreements and the CIC Plan each provide for certain payments to be made upon termination of employment under certain circumstances, including if the executive’s employment is terminated by the Company without cause or by the executive for good reason within two years following a change in control of the Company. (See “Employment Agreement and Post Termination and Change in Control Arrangements” under “Executive and Director Compensation” for a discussion of these agreements.) The Company does not provide any tax gross-ups to our executive officers (other than for relocation expenses).

  37. Dodd Frank Policy and Incentive Compensation Recoupment (Clawback) Policy

    Dodd Frank Policy and Incentive Compensation Recoupment (Clawback) Policy On March 1, 2016, upon recommendation of the Compensation Committee, the Board of Directors adopted a clawback policy, effective as of February 1, 2016, to allow the Company to recoup cash and equity incentive compensation awarded or granted after the policy’s effective date to Named Executive Officers and other executive officers and executive management designated by the Board of Directors (the “Incentive Compensation Recoupment Policy”). In the event a restatement of the Company’s financial statements is required due to material noncompliance with any accounting requirements, the Incentive Compensation Recoupment Policy applies to incentive compensation earned during the prior three-year period that is in excess of the amount that would have been paid or awarded had such incentive compensation been calculated based on the restatement results. The Incentive Compensation Recoupment Policy applies regardless of fault in the circumstances leading to the restatement. In November 2023, upon recommendation of the Compensation Committee, the Board of Directors adopted (i) a new Dodd-Frank Clawback Policy (the “Dodd Frank Policy”) designed to satisfy Nasdaq’s listing standards implemented pursuant to the final rule from the SEC under the Dodd-Frank rules (i.e., requiring the Company to recover from its executive officers erroneously awarded Incentive-Based Compensation (as defined in the policy) in the event of a material restatement of the Company’s financial statements) and (ii) an amended and restated the Incentive Compensation Recoupment Policy (the “A&R Incentive Compensation Recoupment Policy”). The Dodd Frank Policy is intended to work in tandem with the Company’s A&R Incentive Compensation Recoupment Policy, which will continue to apply to compensation not covered under the Dodd Frank Policy (including time-based restricted stock units, stock options and cash or non-cash incentive compensation paid or awarded pursuant to any incentive plan or arrangement maintained, contributed to or sponsored by the Company and its affiliates). The amount of any recoupment under the A&R Incentive Compensation Recoupment Policy shall be determined by the Board of Directors in its sole discretion. Recoupment under the Dodd Frank Policy is generally not discretionary as provided under applicable law and the Nasdaq listing standards. Our clawback policies related to the PIP and the LTIP that are separate from and in addition to the Dodd Frank Policy and the A&R Incentive Compensation Recoupment Policy, are discussed on pages 26 to 28 of this proxy statement and apply to all participants who receive those compensation awards.

  38. Impact of Tax and Accounting

    Impact of Tax and Accounting As a general matter, the Compensation Committee considers the various tax and accounting implications of compensation vehicles employed by the Company. When determining amounts of long-term incentive grants to executives and employees, the Compensation Committee examines the accounting cost associated with the grants. Under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, grants of stock options, restricted stock units (including PSUs) and other share-based payments result in an accounting charge for the Company. The accounting charge is equal to the fair value of the awards being issued. For restricted stock units, the cost is equal to the fair value of the stock on the date of grant multiplied by the number of shares/units granted, taking into account the likelihood of achievement of performance goals, if any. For non-qualified stock options, the fair value is based on the Black-Scholes value of the stock options. Nearly all equity grants made from March 2009 through the end of the Company’s fiscal 2020 year and a percentage of the grants awarded in fiscal 2021 and fiscal 2022 have been awards of restricted stock units, with the remaining being awards of Options. All equity grants made in Fiscal 2023 were restricted stock units. This expense is amortized over the requisite service period, or vesting period of the instruments. The Compensation Committee is mindful of the fact that, with respect to stock options, the accounting charge is not reversible should the stock option expire with a market price less than the exercise price. Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) generally limits the deductibility of compensation in excess of $1 million in any taxable year paid to Named Executive Officers. The Compensation Committee generally expects that compensation paid to the Named Executive Officers in excess of $1 million will not be deductible, subject to an exception for compensation provided pursuant to a binding written contract in effect as of November 2, 2017 that has not been materially modified.

  39. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION

  40. Summary Compensation Table for Fiscal 2023, Fiscal 2022 and Fiscal 2021(1)

    Summary Compensation Table for Fiscal 2023, Fiscal 2022 and Fiscal 2021(1)

  41. Summary Compensation Table for Fiscal 2023, Fiscal 2022 and Fiscal 2021(1)

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Non- Equity Incentive Plan Compen- sation(4) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Stanley M. Bergman Chairman and Chief Executive Officer (Principal Executive Officer) | 2023 | $1,625,335 | $0 | $7,395,000 | $0 | $643,652 | $0 | $341,742(5) | $10,005,729 | | | 2022 | $1,571,554 | $0 | $3,176,804 | $794,196 | $2,321,378 | $0 | $391,203 | $8,255,135 | | | 2021 | $1,534,262 | $0 | $4,257,489 | $1,512,720 | $3,243,324 | $0 | $238,385 | $10,786,180 | | Ronald N. South Senior Vice President, Chief Financial Officer (Principal Financial Officer) | 2023 | $586,038 | $0 | $1,350,000 | $0 | $363,012 | $0 | $52,026(6) | $2,351,076 | | | 2022 | $520,064 | $0 | $1,600,042 | $399,958 | $527,235 | $0 | $50,113 | $3,097,412 | | Mark E. Mlotek Executive Vice President and Chief Strategic Officer | 2023 | $688,242 | $0 | $1,870,000 | $0 | $597,065 | $0 | $61,917(6) | $3,217,224 | | | 2022 | $658,819 | $0 | $1,480,007 | $369,993 | $692,150 | $0 | $65,798 | $3,266,767 | | | 2021 | $629,938 | $0 | $1,424,419 | $605,000 | $783,424 | $0 | $80,740 | $3,523,521 | | Michael S. Ettinger Executive Vice President and Chief Operating Officer | 2023 | $670,804 | $0 | $1,792,000 | $0 | $447,982 | $0 | $57,766(6) | $2,968,552 | | James P. Breslawski Vice Chairman, President | 2023 | $866,992 | $0 | $1,250,000 | $0 | $498,920 | $0 | $77,005(6) | $2,692,917 | | | 2022 | $831,661 | $0 | $1,452,800 | $363,200 | $832,274 | $0 | $84,918 | $3,564,853 | | | 2021 | $798,642 | $0 | $1,628,311 | $691,680 | $1,104,178 | $0 | $92,221 | $4,315,032 |

  42. Summary Compensation Table for Fiscal 2023, Fiscal 2022 and Fiscal 2021(1)

    | (1) Amounts reflected in the table have not been reduced to reflect an NEO’s election to defer receipt of cash compensation pursuant to the Company’s Deferred Compensation Plan. Messrs. Bergman and Ettinger participated in the Deferred Compensation Plan in Fiscal 2023. The amounts they deferred in Fiscal 2023 are set forth in the Nonqualified Deferred Compensation for Fiscal 2023 table on page 48 of this proxy statement. |

  43. Summary Compensation Table for Fiscal 2023, Fiscal 2022 and Fiscal 2021(1)

    | (2) These amounts include RSUs and PSUs granted to Named Executive Officers on March 1, 2023. These amounts represent restricted stock units valued based on the aggregate grant date fair value of the award computed in accordance with FASB ASC Topic 718. These amounts do not necessarily reflect the actual value that may be realized by the Named Executive Officer upon vesting. Information regarding assumptions made in valuing the stock awards can be found in Note 17 of the “Notes to Consolidated Financial Statements” included in Item 8 of our Annual Report on Form 10-K for the year ended December 30, 2023, as filed with the SEC on February 28, 2024. |

  44. Summary Compensation Table for Fiscal 2023, Fiscal 2022 and Fiscal 2021(1)

    | (3) Represents Options valued based on the Black-Scholes valuation model in accordance with FASB ASC Topic 718. Information regarding assumptions made in valuing the Option awards can be found in Note 17 of the “Notes to Consolidated Financial Statements” included in Item 8 of our Annual Report on Form 10-K for the year ended December 30, 2023, as filed with the SEC on February 28, 2024. |

  45. Summary Compensation Table for Fiscal 2023, Fiscal 2022 and Fiscal 2021(1)

    | (4) Represents annual incentive compensation (i.e., bonus) paid under the PIP. See “Compensation Structure—Pay Elements—Details—Annual Incentive Compensation” under the Compensation Discussion and Analysis for a description of the PIP. |

  46. Summary Compensation Table for Fiscal 2023, Fiscal 2022 and Fiscal 2021(1)

    | (5) Includes the following: (i) $22,500 matching contribution under 401(k) Plan account; (ii) $19,776 in excess life insurance premiums; (iii) $91,273 in SERP contribution; (iv) $1,309 in excess business travel insurance; (v) $45,889 in personal commuting expenses for use of the Company’s car service; (vi) $160,545 for the cost of providing administrative services to Mr. Bergman; and (vii) $450 for the cost of providing telephone services. The amount totaling $206,884 (under items (v), (vi) and (vii) above) was included on Mr. Bergman’s W-2 as additional compensation for which he is responsible for paying the applicable taxes. Pursuant to his employment agreement, Mr. Bergman is entitled to use of a Company automobile, but Mr. Bergman did not use a Company automobile in fiscal 2023. |

  47. Summary Compensation Table for Fiscal 2023, Fiscal 2022 and Fiscal 2021(1)

    | (6) For each of Messrs. South, Mlotek, Ettinger and Breslawski includes the following: (i) $22,500 in matching contribution under 401(k) Plan account; (ii) $466 in excess business travel insurance; (iii) $9,037, $13,274, $10,344 and $15,850, respectively, in excess life insurance premiums and (iv) $18,523, $25,677, $24,456 and $38,189, respectively, in SERP contribution. For Mr. South, such amount also includes a $1,500 service award payment for 15 years of service with the Company. |

  48. Change in Pension Value and Non-Qualified Deferred Compensation Earnings

    Change in Pension Value and Non-Qualified Deferred Compensation Earnings For employees of the Company, including Named Executive Officers, we do not maintain a qualified defined benefit plan. We maintain a Supplemental Executive Retirement Plan for certain eligible participants who are not able to receive the full Company matching contribution under our 401(k) Plan due to certain Internal Revenue Service limits. The SERP provides for various vesting percentages based on service with the Company. Vesting will also occur upon a participant’s death, disability or attainment of age 65 or upon a change in control, in each case, while employed. Investment return on the contributions is generally equal to the earnings and losses that would occur if 40% of the contributions were invested in the Company stock fund under our 401(k) Plan and 60% were invested equally among the other investment alternatives available under our 401(k) Plan. Effective January 1, 2014, the SERP was amended to allow participants to direct the hypothetical investments of their deferral accounts subject to certain restrictions applicable to investments in the Company stock fund. A participant’s vested SERP benefit is paid following a termination of employment (subject to a six-month delay in certain instances) or a change in control. We also maintain a Deferred Compensation Plan pursuant to which our Named Executive Officers are eligible to participate. We do not make any contributions to the Deferred Compensation Plan and the amounts under the plan consist entirely of participant contributions and are fully vested. The amounts under the Deferred Compensation Plan may become payable during employment upon designated fixed payment dates or following a termination of employment (subject to a six-month delay in certain instances) or a change in control of the Company.

  49. Post Termination and Change in Control Calculations

    | (11) Includes the payments and benefits described in footnote 8 above, except that all of Mr. Bergman’s outstanding equity awards will fully vest (with any PSUs vesting at target level of performance). If any amounts owed to Mr. Bergman in connection with a change in control of the Company are subject to the excise tax imposed by Section 4999 of the Code, we will cut back such amounts to a safe harbor limit so that the excise tax is not triggered, unless the net after-tax value of the amounts due after imposition of the excise tax would be greater (in which case no reduction will occur). |

  50. Grants of Plan-Based Awards for Fiscal 2023

    Grants of Plan-Based Awards for Fiscal 2023

  51. Grants of Plan-Based Awards for Fiscal 2023

    | Name and Principal Position | Type of Grant(1) | Grant Date | Estimated Potential Payouts Under Non- Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards(4) Number of Shares of Stock or Units (#) | All Other Option Awards Number of Secur- ities Under- lying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards | | | | | Thres- hold ($) | Target ($) | Maximum(2) ($) | Th- res- hold (#) | Target (#) | Maxi- mum (#) | | | | | | Stanley M. Bergman Chairman and Chief Executive Officer (Principal Executive Officer) | PIP | n/a | $0 | $2,466,100 | $3,440,210 | | | | | | | | | | PSU/RSU | 3/1/2023 | | | | 0 | 61,822 | 123,644 | 33,290 | | | $7,395,000 | | | SO | n/a | | | | | | | | 0 | n/a | n/a | | Ronald N. South Senior Vice President and Chief Financial Officer (Principal Financial Officer) | PIP | n/a | $51,360 | $513,600 | $654,840 | | | | | | | | | | PSU/RSU | 3/1/2023 | | | | 0 | 8,681 | 17,362 | 8,682 | | | $1,350,000 | | | SO | n/a | | | | | | | | 0 | n/a | n/a | | Mark E. Mlotek Executive Vice President and Chief Strategic Officer | PIP | n/a | $22,362 | $745,400 | $1,028,652 | | | | | | | | | | PSU/RSU | 3/1/2023 | | | | 0 | 12,025 | 24,050 | 12,026 | | | $1,870,000 | | | SO | n/a | | | | | | | | 0 | n/a | n/a | | Michael S. Ettinger Executive Vice President and Chief Operating Officer | PIP | n/a | $62,250 | $622,500 | $793,688 | | | | | | | | | | PSU/RSU | 3/1/2023 | | | | 0 | 11,524 | 23,048 | 11,524 | | | $1,792,000 | | | SO | n/a | | | | | | | | 0 | n/a | n/a | | James P. Breslawski Vice Chairman, President | PIP | n/a | $0 | $926,500 | $1,320,263 | | | | | | | | | | PSU/RSU | 3/1/2023 | | | | 0 | 8,038 | 16,076 | 8,039 | | | $1,250,000 | | | SO | n/a | | | | | | | | 0 | n/a | n/a |

  52. Grants of Plan-Based Awards for Fiscal 2023

    | (1) “PIP” means annual incentive compensation (i.e., bonus) paid under the Company’s 2023 Performance Incentive Plan. “PSU/RSU” means restricted stock unit awards (PSUs and RSUs) made pursuant to the Company’s 2020 Stock Incentive Plan. See “Compensation Structure—Pay Elements—Details—Annual Incentive Compensation” under the Compensation Discussion and Analysis for a discussion on the PIP. |

  53. Grants of Plan-Based Awards for Fiscal 2023

    | (2) The maximum payout percentage under the PIP for the Named Executive Officers is 150% for the Company Financial/EPS Goal, ranges from 115% to 200% for the Business Financial Goal/Individual Performance Goals (depending on the specific category of the goal applicable to such Named Executive Officer) and is 115% for the Strategic Scorecard Goals. |

  54. Grants of Plan-Based Awards for Fiscal 2023

    | (3) The maximum payout percentage for the 2023 LTIP awards of performance-based restricted stock is 200%. |

  55. Grants of Plan-Based Awards for Fiscal 2023

    | (4) These amounts include awards of RSUs granted to Named Executive Officers on March 1, 2023, with four-year cliff vesting. |

  56. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End

  57. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name and Principal Position | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underly- ing Unexercis- ed Unearned Options(1) (#) | Option Exercise Price ($) | Option Expiration Date(2) | Number of Shares or Units of Stock That Have Not Vested(3) (#) | Market Value of Shares or Units of Stock That Have Not Vested(4) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(5) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(4) ($) | | Stanley M. Bergman Chairman and Chief Executive Officer (Principal | 59,673 | 29,837 | n/a | $62.71 | 03/03/2031 | | | | | | Executive Officer) | 9,859 | 19,720 | n/a | $86.27 | 03/16/2032 | 78,680 | $5,956,863 | 26,609 | $2,014,567 | | Ronald N. South Senior Vice President and Chief Financial Officer (Principal | 2,484 | 1,243 | n/a | $62.71 | 03/03/2031 | | | | | | Financial Officer) | 4,964 | 9,932 | n/a | $86.27 | 03/16/2032 | 26,605 | $2,014,265 | 3,978 | $301,174 | | Mark E. Mlotek Executive Vice President and | 23,865 | 11,933 | n/a | $62.71 | 03/03/2031 | | | | | | Chief Strategic Officer | 4,592 | 9,188 | n/a | $86.27 | 03/16/2032 | 45,166 | $3,419,518 | 5,259 | $398,159 | | Michael S. Ettinger Executive Vice President and | 21,300 | 10,652 | n/a | $62.71 | 03/03/2031 | | | | | | Chief Operating Officer | 3,847 | 7,698 | n/a | $86.27 | 03/16/2032 | 39,204 | $2,968,135 | 4,979 | $376,960 | | James P. Breslawski Vice Chairman, | 27,284 | 13,643 | n/a | $62.71 | 03/03/2031 | | | | | | President | 4,509 | 9,018 | n/a | $86.27 | 03/16/2032 | 44,194 | $3,345,928 | 3,674 | $278,159 |

  58. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) The Company does not issue performance-based options. |

  59. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (2) All stock options granted under the 2020 Stock Incentive Plan have a ten year term unless otherwise terminated earlier in accordance with the plan. |

  60. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (3) Represents RSUs awarded to the Named Executive Officers as part of their equity grants. |

  61. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4) Based on the closing market price of $75.71 of the Company’s common stock on December 29, 2023, the last trading day in fiscal 2023. |

  62. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (5) Represents the number of performance-based restricted stock units granted in 2022 and 2023 under the Company’s 2020 Stock Incentive Plan. As the threshold payout amount is zero, such number represents the number of shares based on the target payout at the end of fiscal 2023 but excludes performance-based restricted stock units that we estimate will be forfeited under the 2022 LTIP and 2023 LTIP. |

  63. Option Exercises and Stock Vested for Fiscal 2023

    Option Exercises and Stock Vested for Fiscal 2023

  64. Option Exercises and Stock Vested for Fiscal 2023

    | | Option Awards | | Stock Awards | | | Name and Principal Position | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Stanley M. Bergman Chairman and Chief Executive Officer (Principal Executive Officer) | 0 | $0 | 179,759 | $14,092,423 | | Ronald N. South Senior Vice President and Chief Financial Officer (Principal Financial Officer) | 0 | $0 | 6,424 | $506,854 | | Mark E. Mlotek Executive Vice President and Chief Strategic Officer | 0 | $0 | 35,942 | $2,835,824 | | Michael S. Ettinger Executive Vice President and Chief Operating Officer | 0 | $0 | 26,557 | $2,095,347 | | James P. Breslawski Vice Chairman, President | 0 | $0 | 40,198 | $3,171,622 |

  65. Option Exercises and Stock Vested for Fiscal 2023

    | (1) For each Named Executive Officer such amount includes (i) PSUs (three-year cliff vesting) granted on March 3, 2020 and (ii) RSUs (two-year graded vesting) granted on March 3, 2021. For each Named Executive Officer (other than Mr. Bergman) such amount also includes RSUs (four-year cliff vesting) granted on March 5, 2019. For Mr. Bergman, such amount also includes the 2019 PSU Award that vested on March 1, 2023. |

  66. Option Exercises and Stock Vested for Fiscal 2023

    | (2) The value realized from vesting of restricted stock units is deemed to be the market value of the common stock on the date of vesting, multiplied by the number of shares of common stock underlying the restricted stock units that vested. The closing market price on March 1, 2023 was $77.75 and March 3, 2023 was $78.90. |

  67. Nonqualified Deferred Compensation for Fiscal 2023

    Nonqualified Deferred Compensation for Fiscal 2023 The following table provides information regarding our SERP. (See “Compensation Structure—Pay Elements—Details—Benefits and Perquisites” under the Compensation Discussion and Analysis for a discussion on our SERP.)

  68. Nonqualified Deferred Compensation for Fiscal 2023

    | Name and Principal Position | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | Stanley M. Bergman Chairman and Chief Executive Officer (Principal Executive Officer) | $0 | $89,509 | $346,273 | $0 | $5,140,775 | | Ronald N. South Senior Vice President and Chief Financial Officer (Principal Financial Officer) | $0 | $15,886 | $15,069 | $0 | $141,868 | | Mark E. Mlotek Executive Vice President and Chief Strategic Officer | $0 | $25,599 | $57,992 | $0 | $1,427,634 | | Michael S. Ettinger Executive Vice President and Chief Operating Officer | $0 | $23,625 | $69,466 | $0 | $827,477 | | James P. Breslawski Vice Chairman, President | $0 | $37,698 | $753,865 | $0 | $3,231,209 |

  69. Nonqualified Deferred Compensation for Fiscal 2023

    The following table provides information regarding our Deferred Compensation Plan. The Company does not make any contributions to the Deferred Compensation Plan. All amounts in such plan are fully vested and consist solely of participant contributions. Such vested amounts may become payable during employment upon designated fixed payment dates or following a termination of employment (subject to a six-month delay in certain instances) or a change in control of the Company. (See “Compensation Structure—Pay Elements—Details—Benefits and Perquisites” under the Compensation Discussion and Analysis for a discussion on our Deferred Compensation Plan.)

  70. Nonqualified Deferred Compensation for Fiscal 2023

    | Name and Principal Position | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | Stanley M. Bergman Chairman and Chief Executive Officer (Principal Executive Officer) | $1,973,356 | $0 | $433,717 | $0 | $3,154,888 | | Ronald N. South Senior Vice President and Chief Financial Officer (Principal Financial Officer) | n/a | n/a | n/a | n/a | n/a | | Mark E. Mlotek Executive Vice President and Chief Strategic Officer | $0 | $0 | $1,098,891 | $0 | $6,051,514 | | Michael S. Ettinger Executive Vice President and Chief Operating Officer | $117,330 | $0 | $196,834 | $0 | $1,238,021 | | James P. Breslawski Vice Chairman, President | $0 | $0 | $132,864 | $0 | $771,689 |

  71. CEO Pay Ratio

    CEO Pay Ratio As a result of the rules adopted by the SEC under the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to disclose the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee, using certain permitted methodologies. There have been no changes in employee population or employee compensation arrangements in fiscal 2023 that we reasonably believe would result in a significant change in the pay ratio disclosure. Accordingly, as permitted by the rules, for fiscal 2023, we used the same median employee and methodology that we used for fiscal 2022, except that we used fiscal 2023 summary compensation table compensation in determining the compensation for our CEO and median employee for calculating the 2023 pay ratio, as described below. To determine our median employee, we utilized data as of October 1, 2022 (the “Determination Date”). We excluded 994 employees from the following eight countries/territories, which represents approximately 4.8% of the Company’s total employee population: Chile, China, Italy, Mexico, Portugal, South Africa, Spain and Thailand. For purposes of determining this exclusion, the Company had approximately 11,000 U.S. employees and approximately 9,600 non-U.S. employees as of the Determination Date.

  72. CEO Pay Ratio

    | Country/Territory | Approximate Number of Employees | Approximate Percentage of Total Population | | Chile | 22 | 0.11% | | China | 499 | 2.42% | | Italy | 77 | 0.37% | | Mexico | 13 | 0.06% | | Portugal | 10 | 0.05% | | South Africa | 90 | 0.44% | | Spain | 136 | 0.66% | | Thailand | 147 | 0.71% |

  73. CEO Pay Ratio

    We then examined the 2022 total annual cash compensation, including base salary, overtime, bonus and commission for all individuals, excluding our CEO, who were employed by us on the Determination Date. We included all employees, whether employed on a full-time, part-time, seasonal or temporary basis. We calculated annual base salary based on a reasonable estimate of hours worked during 2022 for hourly employees, and upon salary levels for the remaining employees. Other than the foregoing, we did not make any material assumptions, adjustments, or estimates with respect to total cash compensation. We annualized the total cash compensation for full-time employees who commenced work after January 1, 2022. We used a valid statistical sampling approach to estimate the total cash compensation for our median employee by selecting an employee whose total cash compensation was at or near the value of the median employee’s compensation. After identifying the median employee based on total cash compensation, we calculated total annual compensation for that employee and the CEO using the same methodology we use for our Named Executive Officers as set forth in the Summary Compensation Table. We also added the value of employer provided health and welfare benefits and employer retirement contributions to both the CEO and the median employee compensation, as such benefits represent a significant component of our employees’ total compensation. The median employee’s total annual compensation (including health and welfare benefits and employer retirement contributions) in fiscal 2023 was $76,005. The CEO’s total annual compensation (including health and welfare benefits and employer retirement contributions) in fiscal 2023 was $10,042,209. Therefore, for fiscal 2023, the ratio of CEO pay to median employee pay was 132:1.

  74. Pay Versus Performance

    Pay Versus Performance As a result of the rules adopted by the SEC under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K (“PvP Rules”), we are providing the following information about the relationship between “compensation actually paid” to our CEO (referred to below as our Principal Executive Officer or PEO) and average “compensation actually paid” to our other NEOs and certain metrics of our financial performance for the last three years, in each case, calculated in accordance with the PvP Rules. For purposes of this disclosure, “compensation actually paid” or “CAP” to our PEO and other NEOs represents an amount calculated based on the SEC’s prescribed formula. CAP is not compensation actually earned by or paid to our named executive officers in each respective year. Neither the Compensation Committee nor the executives of our Company directly used the information in this table or the related disclosures when making compensation decisions for 2023. For details about the Company’s pay-for-performance philosophy and how the Compensation Committee makes its decisions about executive pay, see the Compensation Discussion and Analysis beginning on page 19 of this proxy statement.

  75. Pay Versus Performance Table

    Pay Versus Performance Table

  76. Pay Versus Performance Table

    | | | | | | | | Value of initial fixed $100 investment based on | | | | | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO 1 | | Average Summary Compensation Table Total for non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs 2 | | Total Shareholder Return 3 | Peer Total Shareholder Return 3 | Net Income/ (Loss) (in millions) | Company-Selected Measure: Adjusted EPS 4 | | 2023 | $10,005,729 | | 4,941,292 | $2,807,442 | | 1,705,337 | $114 | $139 | $416 | $4.14 | | 2022 | $8,255,135 | | 9,962,917 | $2,945,446 | | 3,402,202 | $120 | $136 | $538 | $4.34 | | 2021 | $10,786,180 | | 28,293,056 | $3,854,485 | | 7,569,084 | $113 | $142 | $631 | $4.48 | | 2020 | $6,239,637 | ($ | 8,384,241) | $2,649,163 | ($ | 811,730) | $99 | $114 | $404 | $2.97 |

  77. Pay Versus Performance Table

    | 1 | The dollar amounts reported in this column represent the CAP to our PEO, Mr. Bergman, as computed in accordance with PvP Rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Bergman during the applicable year. |

  78. Pay Versus Performance Table

    | 2 | The dollar amounts reported in this column represent the CAP to our Non-PEO NEOs as a group, as computed in accordance with PvP Rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. |

  79. Pay Versus Performance Table

    | 3 | Cumulative shareholder returns reflect $100 invested as of market close on December 28, 2019, the final trading day of the Company’s fiscal year ended December 28, 2019 (“fiscal 2019”); Peer Total Shareholder Return based on Dow Jones U.S. Health Care Index; see Stock Performance Graph included in Part II, Item 5 of our Annual Report on Form 10-K for the year ended December 30, 2023, as filed with the SEC on February 28, 2024. |

  80. Pay Versus Performance Table

    | 4 | Reflects the Company’s selected measure of adjusted EPS for the respective Performance Incentive Plan (PIP) year as disclosed in the Compensation Discussion and Analysis for each year’s proxy statement, with such adjustments as described in the applicable Compensation Discussion and Analysis. |

  81. Pay Versus Performance Relationship Charts

    Pay Versus Performance Relationship Charts The following chart sets forth the relationship between PEO CAP, the average of other NEOs CAP and our adjusted EPS during fiscal years 2020 through 2023. The following chart sets forth the relationship between PEO CAP, the average of other NEOs CAP and our net income during fiscal years 2020 through 2023. The following chart sets forth the relationship between PEO CAP, the average of other NEOs CAP and our TSR during fiscal years 2020 through 2023 versus the Dow Jones U.S. Health Care Index.

  82. Director Compensation for Fiscal 2023

    Director Compensation for Fiscal 2023

  83. Director Compensation for Fiscal 2023

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(5) ($) | All Other Compensation ($) | Total ($) | | Mohamad Ali | $96,600 | $175,000 | $0 | $0 | $0 | $0 | $271,600 | | Deborah Derby | $129,800 | $175,000 | $0 | $0 | n/a | $0 | $304,800 | | Carole T. Faig | $4,451 | $0 | $0 | $0 | n/a | $0 | $4,451 | | Joseph L. Herring | $138,000 | $175,000 | $0 | $0 | n/a | $0 | $313,000 | | Kurt P. Kuehn | $141,400 | $175,000 | $0 | $0 | n/a | $0 | $316,400 | | Philip A. Laskawy | $160,400 | $175,000 | $0 | $0 | $0 | $0 | $335,400 | | Anne H. Margulies | $116,400 | $175,000 | $0 | $0 | $0 | $0 | $291,400 | | Steven Paladino | $90,000 | $175,000 | $0 | $0 | n/a | $0 | $265,000 | | Carol Raphael | $107,600 | $175,000 | $0 | $0 | n/a | $0 | $282,600 | | Scott P. Serota | $101,000 | $175,000 | $0 | $0 | n/a | $0 | $276,000 | | Bradley T. Sheares, Ph.D. | $129,200 | $175,000 | $0 | $0 | n/a | $0 | $304,200 | | Reed V. Tuckson, M.D., FACP | $94,400 | $175,000 | $0 | $0 | n/a | $0 | $269,400 |

  84. Director Compensation for Fiscal 2023

    | (1) These cash fee amounts have not been reduced to reflect a director’s election to defer receipt of cash fees pursuant to the Non-Employee Director Deferred Compensation Plan (“Director Deferred Plan”); these deferrals are indicated in footnote 5 below. |

  85. Director Compensation for Fiscal 2023

    | (2) Includes restricted stock unit awards valued based on the aggregate grant date fair value of the award computed in accordance with FASB ASC Topic 718. The amounts shown in the table above do not necessarily reflect the actual value that may be realized by the non-employee director upon vesting. Information regarding assumptions made in valuing the stock awards can be found in Note 17 of the “Notes to Financial Statements” included in Item 8 of our Annual Report on Form 10-K for the year ended December 30, 2023, as filed with the SEC on February 28, 2024. The amounts in this column have not been reduced to reflect a director’s election to defer receipt of shares of common stock underlying the restricted stock units. With respect to the aggregate number of unvested stock awards (i.e., unvested restricted stock units) outstanding at fiscal 2023 year end, each non-employee director had 2,250 restricted stock units, except Mr. Paladino had 31,284 restricted stock units and 15,472 Options because he also received prior awards under the Company’s 2020 Stock Incentive Plan prior to his retirement as our Executive Vice President and Chief Financial Officer on April 29, 2022 and Ms. Faig had 0 restricted stock units because her first award of restricted stock units following her appointment as a director on December 13, 2023 was on March 4, 2024. With respect to the aggregate number of restricted stock units that vested but, per the director’s election, the payment date has been deferred, Ms. Derby had 4,818 restricted stock units, Mr. Kuehn had 11,843 restricted stock units, Mr. Laskawy had 21,961 restricted stock units, Ms. Margulies had 13,925 restricted stock units, Dr. Sheares had 36,833 restricted stock units and Dr. Tuckson had 2,217 restricted stock units, at fiscal 2023 year end. Ms. Raphael and Messrs. Ali, Herring, Paladino and Serota did not elect to defer the payment date of any restricted stock units. |

  86. Director Compensation for Fiscal 2023

    | (3) The Company does not grant option awards to non-employee directors. |

  87. Director Compensation for Fiscal 2023

    | (4) The Company does not grant performance-based annual incentive compensation (i.e., bonus) to non-employee directors. |

  88. Director Compensation for Fiscal 2023

    | (5) None of the non-employee directors participated in the Director Deferred Plan in 2023. Messrs. Ali and Laskawy and Ms. Margulies have participated in the Director Deferred Plan in prior years but did not elect to defer any amounts into such plan in fiscal 2023. |

  89. Annual Limit on Director Compensation

    Annual Limit on Director Compensation Pursuant to the Henry Schein, Inc. 2023 Non-Employee Director Stock Incentive Plan, as amended and restated effective as of May 23, 2023 (the “2023 Non-Employee Director Stock Incentive Plan”), any equity-based awards granted to any non-employee director in respect of any fiscal year plus any cash-based compensation granted to any non-employee director in respect of any such fiscal year, in each case solely with respect to his or her service to the Board of Directors, may not exceed $900,000 based on the aggregate fair market value (determined as of the date of the grant) of any equity-awards plus the aggregate value (determined as of the date of the grant) of any cash-based compensation.

  90. Change in Pension Value and Non-Qualified Deferred Compensation Earnings

    Change in Pension Value and Non-Qualified Deferred Compensation Earnings For directors, we do not maintain a qualified defined benefit plan. Since 2004, non-employee directors have been eligible to defer all or a portion of certain “eligible director fees” under our Non-Employee Director Deferred Compensation Plan into a cash account or a phantom share account. An investment in the cash account is deemed to be invested in cash equivalents based on the Company’s long-term borrowing rate under the Company’s principal credit facility. An investment in the phantom share account is deemed to be invested in a unit measurement called a “phantom share.” A phantom share is the equivalent to one share of our common stock. The cash accounts are distributed in a lump sum cash payment and the phantom share accounts are distributed in our common stock. Shares of our common stock available for issuance under the Non-Employee Director Deferred Compensation Plan are funded from shares of our common stock that are available under our 2023 Non-Employee Director Stock Incentive Plan, and such an award under the Non-Employee Director Deferred Compensation Plan constitutes an “Other Stock-Based Award” under the 2015 Non-Employee Director Stock Incentive Plan and the 2023 Non-Employee Director Stock Incentive Plan, as applicable. Messrs. Ali and Laskawy and Ms. Margulies each participate in the Non-Employee Director Deferred Compensation Plan. Each such non-employee director has elected to defer his or her eligible director fees to the phantom share account. The amounts set forth in the Director Compensation Table above under “Change in Pension Value and Nonqualified Deferred Compensation Earnings” represent the above-market or preferential earnings of the phantom shares allocated to each such director’s account.