DEF 14A of Henry Schein Inc, Apr 9, 2025

DEF 14A of Henry Schein Inc

Filed Apr 9, 2025 · FY20240001193125-25-076253

Open on EDGAR

  1. ELECTION OF INCUMBENT DIRECTORS

    ELECTION OF INCUMBENT DIRECTORS The Company’s Board of Directors (the “Board of Directors”) has approved the twelve persons named below as nominees for election at the Annual Meeting to serve as directors until the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) 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, Carol Raphael and Mark Mlotek, have not been re-nominated and will retire from the Board of Directors at the Annual Meeting. Mr. Mlotek will continue as the Company’s Executive Vice President and Chief Strategic Officer and as a member of our Executive Management Committee. All of the nominees for director named below currently serve as directors and were elected by the stockholders at the 2024 Annual Meeting to serve as a director except for Robert J. Hombach, who was appointed as a director by the Board of Directors on January 27, 2025, upon the recommendation of the Nominating and Governance Committee. All of the nominees named below have consented to be named and, if elected, to serve. In the event that any of the nominees named below 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. The Board of Directors and each committee of the Board of Directors conduct annual evaluations to ensure each of its members continues to meet the criteria for membership. Based on these activities and their review of the current composition of the Board of Directors, the Nominating and Governance Committee and the Board of Directors determined that the criteria for membership to the Board of Directors and each committee of the Board of Directors (as applicable) have been satisfied. Set forth below is certain information, as of April 9, 2025, concerning the nominees named below:

  2. ELECTION OF INCUMBENT DIRECTORS

    | Name | Age | Position | | Mohamad Ali | 54 | Director | | Stanley M. Bergman | 75 | Chairman, Chief Executive Officer, Director | | Deborah Derby | 61 | Director | | Carole T. Faig | 63 | Director | | Joseph L. Herring | 69 | Director | | Robert J. Hombach | 59 | Director | | Kurt P. Kuehn | 70 | Director | | Philip A. Laskawy | 84 | Director | | Anne H. Margulies | 69 | Director | | Scott Serota | 68 | Director | | Bradley T. Sheares, Ph.D. | 68 | Director | | Reed V. Tuckson, M.D., FACP | 74 | Director |

  3. ELECTION OF INCUMBENT DIRECTORS

    | Mohamad Ali Senior Vice President and Head of IBM Consulting, IBM Corporation | | | Age: 54 Independent Director since 2021 | | | Committee | | | • Strategic Advisory Committee | | | Professional Experience | | | • Senior Vice President and Head of IBM Consulting, IBM Corporation (July 2024-Present) | | | • Former Senior Vice President and Chief Operating Officer of IBM Consulting, IBM | | | Corporation (September 2023-June 2024) | | | • Former CEO and Director, IDG, Inc. (2019-May 2023) | | | • Former President and CEO, Carbonite, Inc. (2014-2019) | | | • Former Chief Strategy Officer, HP Inc. (2012-2014) | | | • Former President, Avaya Global Services, Avaya LLC (2009-2012) | | | • Former Vice President (Business Strategy, Information Management Division), IBM Corporation (1996-2009) | |

  4. Education

    Education

  5. Education

    | • | M.S., Stanford University (Electrical Engineering) |

  6. Education

    | • | B.S., Stanford University (Computer Engineering) |

  7. Education

    | • | B.A., Stanford University (History) |

  8. Education

    | Stanley M. Bergman Chairman of the Board and Chief Executive Officer, Henry Schein, Inc. Age: 75 Director since 1980 Committee • Executive Management Committee Professional Experience • Chairman of the Board and Chief Executive Officer, Henry Schein, Inc. (1989-Present) | | | Key Skills & Qualifications • Management and Leadership Experience: Mr. Bergman manages Henry Schein, Inc., a Fortune 500® company that trades on the S&P 500 and is the world’s largest provider of health care products and services to office-based dental and medical practitioners, with approximately 25,000 Team Schein Members worldwide and operations or affiliates in 33 countries and territories • Healthcare Industry Expertise: expansive knowledge of the health care industry and macro-economic global environment gained as Chairman and CEO of Henry Schein, Inc., with a range of global strategic relationships with CEOs and other senior executives in the healthcare industry that provide a unique perspective to the company • Public Company Board or Governance Experience: almost three decades of experience serving as Chairman of the Board of Henry Schein, Inc. • Community Involvement: Mr. Bergman and his family are active supporters of organizations fostering the arts, higher education, cultural inclusion and grassroots health care and sustainable entrepreneurial economic development initiatives in the United States, Africa and other developing regions of the world Organizations • Chair, Dean’s Strategic Advisory Council, New York University College of Dentistry (1998-present) • Chairman of the Board, The University of the Witwatersrand Fund, Inc. (2004-present) • Governor and Former Co-Chair, Global Health & Healthcare Governors Community, World Economic Forum (Governor 2004-present; Co-Chair 2018-2020) • Director Emeritus, Board of Overseers, The University of Pennsylvania School of Dental Medicine (Director 1997-2019; Director Emeritus 2019-present) • Honorary member, Alpha Omega International Dental Society • Honorary member, American Dental Association (ADA) Awards & Recognition • Awarded Honorary Doctorates: Ø The University of the Witwatersrand Ø Western University of Health Sciences Ø Hofstra University Ø A.T. Still University’s Arizona School of Dentistry and Oral Health Ø Case Western Reserve University Ø Farmingdale State College (SUNY) Ø The Hebrew University of Jerusalem • Awarded Honorary Fellowships: Ø King’s College London - Dental Institute Ø International College of Dentists • Recognized as 2017 CEO of the Year by Chief Executive Magazine • Recipient, Ellis Island Medal of Honor • Recipient, CR Magazine Corporate Responsibility Lifetime Achievement Award Education • Certified Public Accountant (CPA) • South African Chartered Accountant (CA SA) • Graduate, University of the Witwatersrand in South Africa | |

  9. Education

    | Deborah Derby Operating Partner, Garnett Station Partners; and Former President and CEO, Carrols Restaurant Group, Inc. Age: 61 Independent Director since 2021 Committees • Compensation Committee (Chair) • Nominating and Governance Committee | |

  10. Education

    Education

  11. Education

    | • | J.D., University of Notre Dame |

  12. Education

    | • | M.B.A., University of Notre Dame |

  13. Education

    | • | B.A., Harvard University (General Studies, Concentrating in Economics) |

  14. Education

    | Carole T. Faig Former U.S. Health Sector Leader, EY LLP Age: 63 Independent Director since 2023 Committees • Audit Committee • Strategic Advisory Committee Professional Experience • Former U.S. Health Sector Leader, EY LLP (2017-2020) • Former Partner (West Region’s Health and Life Sciences market segment), EY LLP (2019-2021) • Former Partner (Audit), EY LLP (1996-2018) | |

  15. Education

    | Key Skills & Qualifications • Healthcare Industry Expertise: gained through experience leading EY LLP’s U.S. Health Sector practice, as well as previously serving as head of EY LLP’s West Region Health and Life Sciences practice, where she gained a deep understanding of the industry’s complexities and challenges; also, serves as a board member of multiple private-equity backed private businesses • Management and Leadership Experience: previously held multiple leadership roles in both national and regional capacities at EY LLP, including as U.S. Health Sector Leader, Head of the West Region’s Health and Life Sciences market segment and as an Audit Partner • Finance and Accounting Expertise: Certified Public Accountant (CPA) with a 38-year career as an Audit Partner at EY LLP (global accounting firm) • Human Capital Matters: recognized for her leadership related to human capital matters Other Boards • Cue Health Inc. (2021-May 2024) • Affinia Therapeutics (private) • QuVa Pharma (private) Organizations • Board Member, PATH (non-profit organization focused on global health equity) • Board Member, SCAN (non-profit Medicare Advantage plan) Awards & Recognition • Awarded EY’s Chairman’s Value Award and Americas Assurance Inclusive Leadership Award in recognition of her commitment to building an inclusive workplace Education • Certified Public Accountant (CPA) • B.B.A., Sam Houston State University |

  16. Education

    | Joseph L. Herring Former Chairman and Chief Executive Officer, Covance Inc. Age: 69 Independent Director since 2016 Committees • Regulatory, Compliance and Cybersecurity Committee (Chair) • Compensation Committee • Strategic Advisory Committee Professional Experience • Former Chairman (2006-2015) and Chief Executive Officer (2005-2015), Covance Inc. • Former President and COO, Covance Inc. (2001-2004) | | | • Former President of Early Development Services, Covance Inc. (1999-2001) • Former Corporate Vice President and GM (North American Preclinical Operations), Covance Inc. (1996-1999) • Previously served in a variety of leadership roles at Caremark International and American Hospital Supply Corporation (1978-1996) Key Skills & Qualifications • Healthcare Industry Expertise: over 35 years of healthcare industry experience, with comprehensive knowledge in pharmaceuticals gained through experience as CEO of Covance Inc. • Management and Leadership Experience: previously served as CEO of Covance Inc., and held a variety of senior leadership positions over the course of a 19 year career at Caremark International and American Hospital Supply Corporation • Public Company Board and Governance Experience: previously served as Chairman of the Board of Covance Inc., and Team Health Holdings, gaining comprehensive knowledge of corporate governance matters • Corporate Strategy / M&A: previously served as Chairman of the Board of Covance Inc. (acquired by Laboratory Corporation of America in 2015) and Team Health Holdings (acquired by Blackstone in 2015) Other Boards • Covance Inc. (2005-2016) • Team Health Holdings Inc. (2013-2015) (Audit Committee member and Compensation Committee member) Organizations • Former Board Member, University Medical Center at Princeton University • Former Chairman, Association of Clinical Research Organizations Education • B.S., Louisiana State University (Marketing) | |

  17. Education

    | Robert J. Hombach Former Executive Vice President, CFO and COO, Baxalta, Inc. Age: 59 Independent Director since 2025 Committee • Strategic Advisory Committee Professional Experience • Former Executive Vice President, CFO and COO, Baxalta, Inc. (July 2015-July 2016) (spun off from Baxter International, Inc. in 2015; acquired by Shire plc in 2016) • Former Corporate Vice President and CFO, Baxter International, Inc. (2010-June 2015) and previously held various leadership roles in finance across multiple divisions since joining in 1989 | | | Key Skills & Qualifications • Management and Leadership Experience: decades of executive and operational experience in the biopharmaceutical and medical device sectors, including as former Executive Vice President, CFO and COO of Baxalta, Inc. and Corporate Vice President and CFO of Baxter International, Inc. Mr. Hombach served as a member of the executive leadership team responsible for finance, accounting, IT, treasury, tax, investor relations and all aspects of operations (manufacturing, quality, supply chain and procurement) at Baxalta, Inc. and served as an advisor to the CEO on strategy, M&A and operational execution • Finance and Accounting: Certified Public Accountant (CPA) with extensive knowledge and experience in finance and accounting matters, with six years of public CFO service, having served as CFO of Baxalta, Inc. and Baxter International, Inc. Mr. Hombach previously held various leadership roles in finance across multiple divisions since joining Baxter International, Inc. in 1989 • Strategic Transformation: gained through experience as the former Corporate Vice President and CFO of Baxter International, Inc.; Mr. Hombach was a key architect of the rationale and strategy to split Baxter International, Inc. and Baxalta, Inc. into two companies • Corporate Strategy / M&A: led multiple M&A and other financial transactions common in healthcare at both the board- and management-level, including as the former CFO at Baxalta, Inc. (acquired by Shire plc in 2016), Director at Embecta Corporation (spun-out of Becton, Dickinson and Company in 2022), Director at Naurex, Inc. (acquired by Allergan, Inc.) and Director at Surgical Innovation Associates (acquired by Integra LifeSciences Holdings Corporation) • Operations: served as Baxalta, Inc.’s COO and had direct responsibility for operations, including manufacturing, quality and the entire supply chain in addition to his CFO responsibilities • Public Company Board and Governance Experience: service as Chair of the Audit Committee on public company boards includes BioMarin Pharmaceutical Inc., Embecta Corporation and previously Aptinyx, Inc. Mr. Hombach also previously served as a member of the Audit Committee at CarMax, Inc. and in 2022 was recognized as a Board Leadership Fellow by the National Association of Corporate Directors (NACD) Other Boards • Seaport Therapeutics (March 2025-Present) (Audit Committee Chair) (private) • BioMarin Pharmaceutical, Inc. (2017-Present) (Audit Committee Chair and Compensation Committee member) • Embecta Corporation (2022-Present) (Audit Committee Chair and Compensation and Management Development Committee member) • Aptinyx, Inc. (2018-2023) • CarMax, Inc. (2018-2022) • Naurex, Inc. (2012-2015) (private) • Surgical Innovation Associates, Inc. (2017-2022) (private) Organizations • Former Board Member, Loyola University Health System • Former President and Chairman of the Board, Baxter International Foundation Education • CERT Certificate, Cyber-Risk Oversight, Carnegie Mellon University • M.B.A., Northwestern University (Finance & Management Strategy) • B.S., University of Colorado, Boulder (Finance) | |

  18. Education

    | Kurt P. Kuehn Former Chief Financial Officer, United Parcel Service, Inc. (UPS) Age: 70 Independent Director since 2016 Committees • Audit Committee (Chair) • Regulatory, Compliance and Cybersecurity Committee Professional Experience • Former Chief Financial Officer, United Parcel Service, Inc. (UPS) (2008-2015) | | | • Former Senior Vice President (Worldwide Sales and Marketing), United Parcel Service, Inc. (UPS) (2004-2008) • Former Vice President (Investor Relations), United Parcel Service, Inc. (UPS) (1999-2004) • Previously held various leadership roles in sales, marketing, engineering, operations and strategic cost planning since joining United Parcel Service, Inc. (UPS) in 1977 Key Skills & Qualifications • Strategic Transformation: as the former Senior Vice President of Worldwide Sales and Marketing at United Parcel Service, Inc. (UPS), Mr. Kuehn led the transformation of the company’s sales organization • Management and Leadership Experience: previously held several executive positions at United Parcel Service, Inc. (UPS), including most recently as CFO, and previously as Senior Vice President of Worldwide Sales and Marketing and Vice President of Investor Relations, where he helped take the company public in 1999 as one of the largest IPOs in U.S. history • Marketing / Brand Management: as the former Senior Vice President of Worldwide Sales and Marketing at United Parcel Service, Inc. (UPS), Mr. Kuehn gained considerable experience in marketing and brand management, as well as understanding the needs of global customers • Operations / Logistics: with experience gained through a 37+ year career with United Parcel Service, Inc. (UPS), a leading distribution and logistics platform, Mr. Kuehn gained insight into the management of global operations and efforts to improve the global customer experience • Finance and Accounting: as CFO of United Parcel Service, Inc. (UPS), Mr. Kuehn gained valuable leadership experience and comprehensive knowledge of corporate finance and accounting, as well as insights into strategic cost planning and the needs of global customers • Corporate Sustainability: led strategic sustainability efforts throughout his time as CFO at United Parcel Service, Inc. (UPS), and as advisor to the company’s Environmental Impact Council; previously served as a member of the Sustainability Accounting Standards Board (SASB) Other Boards • LocatorX (2020-present) (private) • NCR Corporation (2012-2020) (Audit Committee Chair) Organizations • Former Board Member, SASB Sustainability Accounting Standards Board Education • Completed the Wharton Advanced Management Program (University of Pennsylvania) • M.B.A., University of Miami • Attended Yale University | |

  19. Education

    | Philip A. Laskawy Lead Director, Henry Schein, Inc.; Retired Chairman and Chief Executive Officer, EY LLP Age: 84 Independent Director since 2002 Lead Director since 2012 Committees • Nominating and Governance Committee (Chair) • Audit Committee Professional Experience • Lead Director, Henry Schein, Inc. (2012-Present) • Retired Chairman and CEO, EY LLP (1994-2001) | | | • Former Vice Chairman, Managing Partner (New York Region) and Member of the Management Committee, EY LLP (1985-1994) • Former Managing Partner (New York Office), EY LLP (1981-2001) Key Skills & Qualifications • Management and Leadership Experience: gained through service as the former Chairman and CEO of EY LLP, where he helped lead the firm’s expansion as a global leader in assurance, tax, transaction and advisory services; previously served as Vice Chairman, Managing Partner and member of the Management Committee at EY LLP; Mr. Laskawy was also appointed Chairman of Fannie Mae by the Secretary of the Treasury after it entered Conservatorship in 2008. At Fannie Mae he played a pivotal role in the refreshment of the board of directors and, with the new CEO, replacement of the management team. At the time of his retirement in 2013, Fannie Mae had returned all monies advanced by the Treasury • Public Company Board and Governance Experience: previously served on several public company boards, including Loews Corporation, Lazard Ltd. (Chair of the Audit Committee), Covetrus, Inc., General Motors Corporation, Goodyear Tire & Rubber Co., The Progressive Corporation and Discover Financial Services; as Chairman and Vice Chairman of the International Accounting Standards Committee Foundation, Mr. Laskawy helped set accounting standards in more than 100 countries and gained critical insights into corporate governance, compliance, disclosure and international business conduct • Finance and Accounting: Certified Public Accountant (CPA) with extensive knowledge and exceptional skills in corporate finance and accounting matters, having served as Chairman and CEO of one of the largest public accounting firms in the United States, as Chair of the Audit Committee of Lazard, and as a financial expert on the Audit Committee of Loews Corporation • Corporate Strategy / M&A: as the former Chairman and CEO of EY LLP, Mr. Laskawy helped lead the firm’s expansion as a global leader in assurance, tax, transaction and advisory services; as a director at Covetrus, Inc., Mr. Laskawy helped the company navigate its sale to Clayton, Dubilier & Rice (CD&R) and TPG Other Boards • Covetrus, Inc. (2019-2022) (Independent Chairman and Nominating and Governance Committee member) • General Motors Corporation (2009-2013) (Finance Committee member) • Fannie Mae (2008-2014) (Chairman) • Lazard Ltd. (2008-2023) (Audit Committee Chair and Compensation Committee member) • Discover Financial Services (2007-2008) • Loews Corporation (2003-2023) (Audit Committee member) • Goodyear Tire & Rubber Co. (2001-2002) • The Progressive Corporation (2001-2007) • EY, LLP (1994-2001) Organizations • Former Board Member, American Institute of Certified Public Accountants • Former Chairman and Vice Chairman of the International Accounting Standards Committee Foundation • Former Member, 1999 Blue Ribbon Committee on Improving the Effectiveness of Corporate Audit Committees Education • Certified Public Accountant (CPA) • B.A., University of Pennsylvania Wharton School of Business (Economics) | |

  20. Education

    | Anne H. Margulies Former Vice President and Chief Information Officer, Harvard University Age: 69 Independent Director since 2018 Committees • Audit Committee • Regulatory, Compliance and Cybersecurity Committee Professional Experience • Former Vice President and Chief Information Officer, Harvard University (2010-2021) • Former Chief Information Officer, Commonwealth of Massachusetts (2007-2010) • Former Founding Executive Director, MIT OpenCourseWare (2002-2007) | | | Key Skills & Qualifications • Technology Industry Leadership Experience: with information technology playing an increasingly important role in the Company’s business, Ms. Margulies provides valuable leadership and perspectives gained through her over 35 years of strategic IT, cybersecurity and policy and risk management experience • Information Technology / Cybersecurity: as Vice President and University Chief Information Officer at Harvard University, Ms. Margulies was responsible for information technology strategy, policies, and services that supported the University’s mission of teaching, learning and research; Ms. Margulies also led Harvard University Information Technology, which provides IT services to 30,000 educators, students and staff and oversaw a $200 million budget and 700 staff • Public Company Board and Governance Experience: gained through experience as director and member of the Nominating and Compensation Committee at HarborOne Bancorp as well as a director and member of the Audit, Compensation and Nominating and Governance Committees at SomaLogic, Inc. • Public Sector / Government: as Assistant Secretary for Information Technology and CIO for the Commonwealth of Massachusetts, Ms. Margulies developed and implemented a statewide strategic plan for IT that gained national acclaim, and oversaw consolidation of a vast patchwork of agency IT organizations, operations, data centers and networks into a coherent statewide structure Other Boards • HarborOne Bancorp, Inc. (2022-Present) (Compensation Committee member and Nominating and Governance Committee member) • Standard BioTools Inc. (f.k.a. SomaLogic, Inc.) (2019-January 2024) (Compensation Committee Chair, Nominating and Governance Committee member and Audit Committee member) Organizations • Member of the Board of Trustees, Curry College • Advisory Board member, Advanced Cyber Security Center (New England-based regional organization committed to strengthening its members’ cybersecurity defenses and preparing the region’s response to large scale cyber threats) • Member, Massachusetts Cybersecurity Strategy Council (2017-2021) • Advisory Board Member, Former Chair, BostonCIO (2015-2021) (New England’s premier professional association for leading enterprise CIOs) (2015-2021) • Founding Chair of the International OpenCourseWare Consortium (over 300 universities around the globe working together to publish the teaching materials for their entire curriculum openly and freely over the Internet) • Former Member of the Massachusetts Technology Collaborative Board (quasi-state agency overseeing economic development in the Commonwealth) • Former Participant, Governor’s Trade mission to Israel (aimed at recruiting cybersecurity companies to Massachusetts) • Former Founding Executive Director of Massachusetts Institute of Technology’s OpenCourseWare (the institution’s internationally acclaimed initiative to publish the teaching materials for their entire curriculum openly and freely over the Internet) Awards & Recognition • Recognized as the 2015 Boston CIO Leader of the Year by the Boston Business Journal and Boston CIO Leadership Association • Named by IDG Enterprises to the 2017 CIO Hall of Fame in CIO Magazine • Awarded an Honorary Doctorate from the Universitat Politecnica de Valencia (2019) | |

  21. Education

    | • | B.A., State University of New York at Plattsburgh |

  22. Education

    | Scott Serota Former President and Chief Executive Officer of Blue Cross Blue Shield Association Age: 68 Independent Director since 2021 Committees • Strategic Advisory Committee • Regulatory, Compliance and Cybersecurity Committee Professional Experience • Former President and Chief Executive Officer, Blue Cross Blue Shield Association (1996-December 2020) • Former President and CEO, Rush Prudential Health Plans (1993-1996) • Former Vice President, Prudential Insurance Co. of America (1984-1993) • Former Founder, Physicians Preferred Health, Inc. (Missouri-based physician-hospital organization) • Former Administrator, Hillcrest Medical Center | | | Key Skills & Qualifications • Healthcare Industry Expertise: considerable expertise in healthcare insurance and public policy gained through experience as President and CEO of Blue Cross Blue Shield Association • Management and Leadership Experience: gained through experience serving as President and CEO of Blue Cross Blue Shield Association, as well as the former President and CEO of Rush Prudential Health Plans • Public Sector / Government: previously 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 Other Boards • Board Member, Blue Cross Blue Shield of Michigan (2024-Present) (non-profit) • Theranica Bio-Electronics Ltd. (2021-Present) (private) • Athletico Physical Therapy (2020-Present) (private) • Former Board Member, Itamar Medical Ltd. (2021-2023) (private) • Former Advisory Board Member, Paragon Biosciences (2024) (private) Organizations • Board Member, Northwestern Health Care Network • Chair of the Board of Trustees, Brain Research Foundation • Advisory Board Member, Vistria Group (private firm that invests in the healthcare industry) • Advisory Board Member, Schaeffer Center at the University of Southern California • Former Executive Advisor, Castlight Health, Inc. • Former CEO Advisory Board Member, Building a Healthier Chicago • Former Member of Policy Committee of the White House Conference on Aging under President George W. Bush • Former Charter Member of the American Health Information Community, a federally chartered commission formed to advance health information (appointment of President George W. Bush) Awards & Recognition • Awarded an honorary Doctor of Science from Purdue University Education • M.S., Washington University School of Medicine (Health Administration and Planning) • B.S., Purdue University | |

  23. Education

    | Bradley T. Sheares, Ph.D. Former Chief Executive Officer, Reliant Pharmaceuticals, Inc.; and Former President (U.S. Human Health), Merck & Co. Age: 68 Independent Director since 2010 Committees • Strategic Advisory Committee (Chair) • Compensation Committee • Nominating and Governance Committee Professional Experience • Former Chief Executive Officer, Reliant Pharmaceuticals, Inc. (January 2007-December 2007) • Former President (U.S. Human Health), Merck & Co. (2001-2006) | | | Key Skills & Qualifications • Healthcare Industry Expertise: as the former Chief Executive Officer of Reliant Pharmaceuticals, Inc. and with 20 years of pharmaceutical industry experience, Dr. Sheares has extensive health care knowledge and related expertise in research and development, complex regulatory and legal issues and risk management (including supply chain risk management) • Management and Leadership Experience: executive experience gained as CEO of Reliant Pharmaceuticals, Inc., and a 19 year career at Merck & Co., where he rose to President of U.S. Human Health • Marketing / Brand Management: significant marketing, sales, brand management and advertising experience gained through senior leadership experience at both Reliant Pharmaceuticals, Inc. and Merck & Co. • Public Company Board and Governance Experience: deep knowledge of corporate governance issues and risk management relating to public companies, as well as experience in succession planning, compensation, employee management and the evaluation of acquisition opportunities through service on multiple public company boards in healthcare and contract research, global manufacturing and automobile insurance organizations • Corporate Strategy / M&A: served as CEO of Reliant Pharmaceuticals, Inc. and led the company through its acquisition by GlaxoSmithKline plc in 2007 Other Boards • Honeywell International (2004-2018) (Retirement Plan Committee Chair and Management, Development and Compensation Committee member) • The Progressive Corporation (2003-2018) (Compensation Committee Chairman and Audit Committee member) • Covance Inc. (2009-2015) (Compensation Committee Chairman) • IMS Health Incorporated (2009-2010) (Compensation Committee member) Organizations • Former Chair, National Pharmaceutical Council (focused on broadly communicating the economic, clinical and societal value of pharmaceuticals) • Lay Elder, Gospel City Church (Boynton Beach, Florida) Awards & Recognition • Awarded Distinguished Agriculture Alumni Award and Honorary Doctor of Science from Purdue University • Awarded Honorary Doctor of Science from Fisk University • Featured on the cover of Fortune Magazine, “Meet Corporate America’s Next Generation of Leaders” Education • A Lucille P. Markey Scholar and a National Institutes of Health Postdoctoral Fellow at the Center for Cancer Research, Massachusetts Institute of Technology • Ph.D., Purdue University (Biochemistry) • B.A., Fisk University (Chemistry) | |

  24. Education

    | Reed V. Tuckson, M.D., FACP Managing Director of Tuckson Health Connections, LLC; Co-Founder and Convener, Black Coalition Against COVID-19; and Co-Founder and Board Chairman of the Coalition For Trust in Health & Science Age: 74 Independent Director since 2021 Committee • Strategic Advisory Committee Professional Experience • Managing Director of Tuckson Health Connections, LLC (2013-Present) • Co-Founder and Convener, Black Coalition Against COVID-19 • Co-Founder and Board Chairman, Coalition For Trust in Health & Science • Former Executive Vice President and Chief of Medical Affairs, UnitedHealth Group (2006-2013) | | | Key Skills & Qualifications • Management and Leadership Experience: considerable experience as EVP and Chief of Medical Affairs at UnitedHealth Group in addition to serving in leadership roles at the National Institutes of Health, National Academy of Medicine and numerous Federal Advisory Committees • Healthcare Industry Expertise: 35 years of experience as recognized leader in the health care profession, with experience engaging with nearly every sector of the health and medical care industries • Public Sector / Government: member of numerous federal advisory committees and corporate, non-profit and academic boards, including service as Commissioner of Public Health for the District of Columbia • Public Company Board and Governance Experience: service on multiple public company boards in the healthcare industry Other Boards • Adverum Biotechnologies, Inc. (2021-Present) (private) • CTI BioPharma Corp (2011-2023) (Nominating and Governance Committee Chair and Audit Committee member) • Acasti Pharma, Inc. (2013-2016) • LifePoint Health, Inc. (2014-2018) • Baxter International, Inc. (1996-1998) Organizations • Advisory Board Member, Johns Hopkins Berman Institute of Bioethics • Board of Trustees Member, Freedom House • Board Member, The Hastings Center • Former President, American Telemedicine Association • Former Senior Vice President (Professional Standards), American Medical Association • Former Commissioner of Public Health, Washington D.C. • Former Senior Vice President, March of Dimes Birth Defects Foundation • Former President, Charles R. Drew University of Medicine and Science • Formerly appointed to various leadership roles, National Academy of Medicine • Former Member of the Board of Trustees (Chair of the Health Sciences Committee), Howard University • Former Member of numerous federal advisory committees and corporate, non-profit and academic boards Awards & Recognition • 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 • Named “Washingtonian of the Year” by Washingtonian Magazine in 1988 • Author of “The Doctor in the Mirror,” an ongoing book and online senior patient activation and education project Education • Completed the University of Pennsylvania Hospital’s General Internal Medicine Residency and Fellowship programs, where he was also a Robert Wood Johnson Foundation Clinical Scholar studying at the Wharton School of Business | |

  25. Education

    | • | M.D., Georgetown University School of Medicine |

  26. Education

    | • | B.S., Howard University |

  27. Education

    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.

  28. Completion of our 2022-2024 BOLD+1 Strategic Plan

    The Company’s executive officer compensation program is designed to, among other things, align rewards with the achievement of the Company’s strategic plan. For each year of the strategic plan, a percentage (30% for fiscal 2024) of the target of our annual cash bonus plan for all Executive Management Committee members (which include our Named Executive Officers), is based on the achievement of the financial goals and performance objectives set forth in the Company’s strategic scorecard which goals directly reflect the priorities of the Company’s 2022-2024 BOLD+1 Strategic Plan. We look forward to advancing the opportunities contained in our updated 2025-2027 BOLD+1 Strategic Plan and to continue to tie a significant portion of our annual cash bonus compensation to directly reflect those strategic priorities. In particular, we are focused on continuing to grow our Henry Schein specialty brands and technology and value-added services solutions both organically and inorganically, and to drive greater efficiencies. We expect to drive organic growth by leveraging our product portfolio across businesses, developing new products and services that provide solutions for our customers, and growing our e-commerce business.

  29. Executive Compensation Program Changes made in Fiscal 2024

    | • | Maintained at least 50% of all equity grants to Named Executive Officers as PSUs (65% for CEO): Awards under the 2024 LTIP for our CEO consisting of 65% performance-based restricted stock units (“PSUs”) and 35% time-based restricted stock units (“RSUs”) and our Named Executive Officers (other than our CEO) consisting of 50% PSUs and 50% RSUs. |

  30. Executive Compensation Program Changes made in Fiscal 2024

    | • | Base Salary: The fiscal 2024 base salaries for Messrs. Bergman and Breslawski increased by 4%, in line with the average merit increase for our U.S. employees. Based on market adjustments following a benchmarking analysis of our peer companies, the fiscal 2024 base salaries for Messrs. South, Mlotek and Ettinger increased by 8.1%, 7.9% and 10.7%, respectively. |

  31. Executive Compensation Program Changes made in Fiscal 2024

    | • | 2024 HSIP: The fiscal 2024 target bonuses under the HSIP for all Named Executive Officers (other than Messrs. South and Ettinger) increased by 4%. Based on market adjustments following a benchmarking analysis of our peer companies, the fiscal 2024 HSIP target bonus for Messrs. South and Ettinger increased by 10% and 16.5%, respectively. Based on a benchmarking analysis of our peer companies, the maximum payout for the Company Financial/EPS component of the HSIP was increased from 150% to 200%. |

  32. Executive Compensation Program Changes made in Fiscal 2024

    | • | 2024 LTIP: The grant date fair value of the 2024 LTIP awards for Messrs. Bergman and Breslawski increased by 5%. Based on market adjustments following a benchmarking analysis of our peer companies, the grant date fair value of the 2024 LTIP awards for Messrs. South, Mlotek and Ettinger increased by 11.1%, 7% and 14.3%, respectively. |

  33. Components of the Executive Compensation Program

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

  34. Components of the Executive Compensation Program

    Long-Term Equity-Based Awards. The Compensation Committee approved equity-based awards for fiscal 2024 (“2024 LTIP”) under the Company’s Long Term Incentive Program under the Henry Schein, Inc. 2024 Stock Incentive Plan as amended and restated as of May 21, 2024 (the “2024 Stock Incentive Plan”) that contained a strong performance-based focus and consisted of PSUs and time-vested restricted stock units. Consistent with the approach taken in fiscal 2023, the following approach was taken with respect to the 2024 LTIP grants:

  35. Components of the Executive Compensation Program

    | • | In fiscal 2024, our CEO received 65% PSUs and 35% RSUs and our other Named Executive Officers received 50% PSUs and 50% RSUs; and |

  36. Components of the Executive Compensation Program

    | • | PSUs granted in fiscal 2024 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 goal (“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. When the |

  37. Components of the Executive Compensation Program

    | 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. |

  38. 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. 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.

  39. Say-on-Pay Votes and Stockholder Feedback

    | • | Replaced non-financial metrics in favor of financial metrics: Stockholders expressed their desire for executive officers’ annual cash bonus plan (the HSIP) performance metrics to be tied to financial metrics as opposed to non-financial goals. The Compensation Committee updated the Company’s strategic scorecard goals (which goals directly reflect the priorities of the Company’s then current three-year strategic plan and which make up 30% of the 2024 HSIP bonus for each Named Executive Officer) to remove all non-financial metrics (except for a performance objective tied to the launch of our new global e-commerce platform) and streamline the financial metrics. |

  40. Say-on-Pay Votes and Stockholder Feedback

    | • | Maintained at least 50% of all equity grants to Named Executive Officers as PSUs (65% for CEO): Awards under the 2024 LTIP for our CEO consisted of 65% PSUs and 35% RSUs and for our Named Executive Officers (other than our CEO) consisted of 50% PSUs and 50% RSUs. |

  41. Say-on-Pay Votes and Stockholder Feedback

    | • | 0% Payout of PSUs in March 2025: In March 2025, the PSUs granted to Named Executive Officers in 2022 vested with an achievement of 82.1% of the three-year cumulative EPS performance goal, which resulted in a payout of 0% of the original number of PSUs granted. The main factors in the 0% payout were lower sales as a result of macro-economic conditions and slower recovery of business from the impact of the October 2023 cyber incident, and lower pricing for personal protective equipment (PPE) products as compared to the estimates used when creating the three-year cumulative EPS goal in 2022, as well as impairment charges and changes in contingent considerations recorded in 2022, 2023 and 2024, and an increase in amortization expense following acquisition activity in 2023 and 2024. The Compensation Committee reviewed the performance of the Company and the resulting payout and determined no adjustments would be made to the 0% payout for any recipient of 2022 PSUs (including the Named Executive Officers). |

  42. 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; |

  43. Pay Element—Overview

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

  44. Pay Elements—Details

    | • | achievement of the financial goals (and one performance objective) set forth in the Company’s strategic scorecard (“Strategic Scorecard Goals”) which directly reflect the priorities of the Company’s then current three-year strategic plan. |

  45. 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 HSIP award payouts that correspond to the levels of achievement of the adjusted goal. The Compensation Committee may award all or a portion of a HSIP 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 HSIP. 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 2024 Company Financial/EPS Goal (as described above). 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 HSIP 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 goal(s) are exceeded. The maximum payout percentage under the HSIP 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%. For each Named Executive Officer (other than Mr. Bergman whose annual incentive compensation is described below), the Business Financial/Individual Goals are as follows:

  46. Pay Elements—Details

    The Strategic Scorecard Goals for each Named Executive Officer (including Mr. Bergman) measure (i) quantitative financial goals related to expanding the Company’s high-growth, high-margin businesses, (ii) advancing our digital transformation by launching our global e-commerce platform (including achievement against the expense budget) and (iii) quantitative financial goals related to advancing sales of our corporate brands portfolio and leveraging the Company’s One Schein customer offerings (i.e., a comprehensive network of innovative solutions and services, along with our distribution capabilities, to provide an enhanced experience). The Strategic Scorecard Goals have a maximum payout of 115% and no payout where performance achieved is under 70% for financial goals and under 50% for non-financial goals. On March 4, 2025, the Compensation Committee certified the achievement of the Strategic Scorecard Goals resulting in a payout of 98.3% of the 2024 Strategic Scorecard Goals portion of the HSIP award set by the Compensation Committee under the 2024 HSIP. 2024 HSIP: Annual Incentive Compensation for Named Executive Officers (other than the CEO) In February 2024, the Compensation Committee set the 2024 Company Financial/EPS Goal designed to result in an award payout equal to 100% under the 2024 HSIP. The Compensation Committee set the target 2024 Company Financial/EPS Goal at $5.04. The maximum payout under the 2024 Company Financial/EPS Goal portion of the 2024 HSIP is 200%. In March 2025, 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 HSIP. For the 2024 HSIP, adjustments to the 2024 Company Financial/EPS Goal included the effects during fiscal 2024 of the impact of acquisitions (including minority interests), certain capital transactions (including capital stock repurchases) and changes in foreign exchange rates. As a result, the Compensation Committee approved an adjustment to increase the 2024 Company Financial/EPS Goal to $5.17. During the first quarter of 2025, the Chief Executive Officer reviewed, with respect to fiscal 2024, 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 HSIP performance goals that had been previously established, and submitted proposed HSIP payouts for the participating officers to the Compensation Committee for review and approval. Our actual reported 2024 non-GAAP diluted EPS, adjusted for restructuring costs, amortization of acquisition intangibles, impairment of intangible assets, litigation settlements, impairment of capitalized assets, insurance proceeds and one-time costs related to the October 2023 cyber incident, change in contingent consideration and costs associated with shareholder advisory matters, was $4.74. Our diluted non-GAAP EPS used for the purposes of the HSIP achievement calculation was $4.74, and it was calculated as the reported 2024 non-GAAP diluted EPS adjusted to exclude certain items not previously approved by the Compensation Committee in the 2024 HSIP Plan, including impairment of capitalized assets, gain resulting from the purchase of a controlling interest of a previously held non-controlling equity investment, costs associated with shareholder advisory matters, insurance proceeds and one-time costs related to the October 2023 cyber incident. Our financial results reflect slower than anticipated recovery from the October 2023 cybersecurity incident and a challenging economic environment in certain markets. This resulted in a performance achievement of 91.8% and a payout of 58.9% of the 2024 Company Financial/EPS Goal portion of the HSIP award being awarded to the Company’s Named Executive Officers under the 2024 HSIP. The payout of the 2024 HSIP awards for the Named Executive Officers appears in the Summary Compensation Table in the column captioned “Non-Equity Incentive Plan Compensation.” 2024 HSIP: Annual Incentive Compensation for CEO Mr. Bergman’s annual incentive compensation for 2024 had the following components:

  47. Pay Elements—Details

    | • | PSUs; and |

  48. Pay Elements—Details

    | • | RSUs. |

  49. Pay Elements—Details

    Following consultation with its independent compensation consultant and feedback from our stockholder engagements, in March 2024, the Compensation Committee approved the awards under the 2024 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, consistent with our approach in fiscal 2023. 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 2024 Stock Incentive Plan)). None of our outstanding LTIP awards provide for single trigger acceleration of restricted stock units ( i.e. , PSUs or RSUs) 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 an applicable 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 Policy (described below under “Dodd Frank Policy and Incentive Compensation Recoupment (Clawback) Policy”) 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 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 2024 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 2023 and first quarter 2024, 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 added a three-year average ROIC goal for PSUs weighted at 25%, with three-year cumulative EPS weighted at 75%. In March 2024, the Compensation Committee once again considered the advantages and disadvantages of potential performance metrics, evaluated against the current performance objectives of the PSUs under the LTIP, including market data for large public companies’ practices and stockholder feedback, and determined that the continued use of the combination of three-year cumulative EPS (weighted at 75%) and three-year average ROIC (weighted at 25%) was appropriate for the 2024 LTIP. Additionally, all equity awards issued to executive officers in fiscal 2024 included at least 50% performance-based vesting conditions for a percentage of the award. Mr. Bergman’s 2024 LTIP grant was 65% PSUs and 35% RSUs and our Named Executive Officers’ 2024 LTIP grants (other than Mr. Bergman) were 50% PSUs and 50% RSUs, the same as the 2023 LTIP. 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 2024, the maximum payout for PSUs was 200%, the same as the 2023 LTIP. Pursuant to the 2024 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 2024):

  50. 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. For the 2022 LTIP, the target goal was a three-year cumulative EPS goal. For the 2023 LTIP and 2024 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). 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, for the applicable fiscal year’s awards. With respect to outstanding PSUs granted in 2022, 2023 and 2024 the EPS goal was adjusted for the effects during fiscal 2024 of the impact of share repurchases, completed and certain incomplete acquisitions and changes in foreign exchange rate. Accordingly, the Compensation Committee reduced the three-year EPS performance goal for the PSUs granted in 2022, 2023 and 2024 by 0%, 2% and 2%, respectively. These adjustments to the EPS goals were reviewed and approved by the Compensation Committee. Fiscal 2024 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 Named Executive Officers in fiscal 2024. Each such grant was made under the Company’s 2024 Stock Incentive Plan.

  51. Pay Elements—Details

    | Named Executive Officers | PSUs | RSUs | Aggregate grant date fair value of 2024 LTIP(1) | | Stanley M. Bergman Chairman and Chief Executive Officer (Principal Executive Officer) | 65,726 | 35,391 | $7,764,800 | | Ronald N. South Senior Vice President, Chief Financial Officer (Principal Financial Officer) | 10,032 | 10,032 | $1,500,000 | | Mark E. Mlotek Executive Vice President and Chief Strategic Officer | 13,376 | 13,376 | $2,000,000 | | Michael S. Ettinger Executive Vice President and Chief Operating Officer | 13,376 | 13,376 | $2,000,000 | | James P. Breslawski President (effective April 1, 2025, Senior Advisor) | 8,546 | 8,546 | $1,312,500 |

  52. 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 2024 LTIP for the Named Executive Officers as compared to the value of their respective annual LTIP awards granted in fiscal 2023 as follows: (i) Mr. Bergman’s value increased by 5% 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”)) and (ii) Messrs. South, Mlotek, Ettinger and Breslawski’s annual values increased by 11.1%, 7%, 14.3% and 5%, respectively, based on market adjustments following a benchmarking analysis. The percentage increases over the prior year are based on the Named Executive Officers’ annual grants issued in 2023. Under the 2024 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 2024 Stock Incentive Plan)). PSUs granted to Named Executive Officers that vested in Fiscal 2024 and March 2025 PSUs were not granted in fiscal 2021 and therefore no PSUs vested in fiscal 2024. PSUs were reinstated in fiscal 2022 and each year thereafter. In March 2025, the 2022 LTIP PSUs granted to the Named Executive Officers (including Mr. Bergman) vested. With respect to the 2022 LTIP PSUs, the Compensation Committee set the three-year cumulative EPS at $15.68, representing the target goal designed to result in an LTIP award payout equal to 100%. Similar to previous years when PSUs vested, 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 applicable fiscal year’s awards. For the 2022 LTIP PSUs, the goal was adjusted to account for the impact of share repurchases, completed and certain incomplete acquisitions, changes in foreign exchange rate and the financial impact of COVID-19 test kit earnings. The three-year cumulative EPS performance goal for the 2022 LTIP PSUs was $13.77 (as adjusted) and the actual three-year cumulative EPS was $11.30 (as adjusted). These adjustments were reviewed and approved by the Compensation Committee. Such awards vested with an achievement of 82.1% of the EPS performance goal and a payout awarded in shares of Company common stock equal to 0% of the original number of units underlying the award granted (based on target goal performance). The main factors in the 0% payout were lower sales as a result of macro-economic conditions and slower recovery of business from the impact of the October 2023 cyber incident, and lower pricing for personal protective equipment (PPE) products as compared to the estimates used when creating the three-year cumulative EPS goal in 2022, as well as impairment charges and changes in contingent considerations recorded in 2022, 2023 and 2024, and an increase in amortization expense following acquisition activity in 2023 and 2024. The Compensation Committee reviewed the performance of the Company and the resulting payout and determined no adjustments would be made to the 0% payout for any recipient of 2022 PSUs (including the Named Executive Officers). Benefits and Perquisites The Company’s executive compensation program also includes benefits and perquisites. For fiscal 2024, 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, 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.

  53. 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 HSIP) 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.

  54. 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) Global Industry Classification System or GICS; (ii) companies listed as peers by our current list of peer companies and certain third-party advisory firms and (iii) company size, including, among other things, size by market capitalization, revenue and number of employees. Based on such analysis and with the assistance of the Compensation Committee’s independent compensation consultant, Pearl Meyer, in September 2023, the Compensation Committee updated the peer group of companies to be used for benchmarking when designing the Company’s compensation program for fiscal 2024 (including, without limitation, benchmarking executive officer (including CEO) compensation, non-employee director compensation, stock plan cost metrics, program design features and financial performance results analyses). The number of peer companies increased from 13 to 20 (removing two companies and adding nine companies). The Company ranks near the median of the new peer companies in revenues, gross profit and equity market capitalization value. Including more companies in the peer group is consistent with practices of larger healthcare distribution companies and most other current peers. These changes resulted in minimal impact on median CEO pay references. Accordingly, the fiscal 2024 peer group includes the following companies: Cencora, Inc. (formerly AmerisourceBergen Corporation); Avantor, Inc.; Baxter International Inc.; Cardinal Health, Inc.; DaVita Inc.; Dentsply Sirona Inc.; Encompass Health Corporation; Genuine Parts Company; Insight Enterprises, Inc.; Laboratory Corporation of America Holdings; Owens & Minor, Inc.; Patterson Companies, Inc.; Quest Diagnostics Incorporated; Select Medical Holdings Corporation; Steris PLC; Tenet Healthcare Corporation; Universal Health Services, Inc.; US Foods Holding Corp.; WESCO International, Inc. and W.W. Grainger, 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.

  55. 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 Named Executive Officers (other than for relocation expenses).

  56. 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/or 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 HSIP 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 41 to 43 of this proxy statement and apply to all participants who receive those compensation awards.

  57. Equity Award Granting Policy

    Equity Award Granting Policy Equity compensation awards made to our executive officers must be approved by the Compensation Committee. The Compensation Committee approves and grants annual equity awards, which include RSUs and PSUs and in the past have included options, at approximately the same time every year. Outside of the annual grant cycle, the Compensation Committee may, from time to time, grant off-cycle equity awards, such as in connection with a new hire, promotion or retention award. All off-cycle equity awards are issued on a pre-determined date (the second Friday of the last month of the fiscal quarter) following approval by the Compensation Committee (with delegation to the Chair of the Compensation Committee if under a threshold amount). The Compensation Committee does not take material non-public information into account when determining the timing of the grant of equity awards, including options, and the timing of the release of material non-public information is not based on affecting the value of executive compensation.

  58. 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 and fiscal 2024 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.

  59. Summary Compensation Table for Fiscal 2024, Fiscal 2023 and Fiscal 2022(1)

    Summary Compensation Table for Fiscal 2024, Fiscal 2023 and Fiscal 2022(1)

  60. Summary Compensation Table for Fiscal 2024, Fiscal 2023 and Fiscal 2022(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) | 2024 2023 2022 | $1,690,575 $1,625,335 $1,571,554 | $0 $0 $0 | $7,764,800 $7,395,000 $3,176,804 | $0 $0 $794,196 | $1,813,756 $643,652 $2,321,378 | $0 $0 $0 | $371,141(5) $341,742 $391,203 | $11,640,272 $10,005,729 $8,255,135 | | Ronald N. South Senior Vice President, Chief Financial Officer (Principal Financial Officer) | 2024 2023 2022 | $627,950 $586,038 $520,064 | $0 $0 $0 | $1,500,000 $1,350,000 $1,600,042 | $0 $0 $399,958 | $517,540 $363,012 $527,235 | $0 $0 $0 | $53,700(6) $52,026 $50,113 | $2,699,190 $2,351,076 $3,097,412 | | Mark E. Mlotek Executive Vice President and Chief Strategic Officer | 2024 2023 2022 | $736,250 $688,242 $658,819 | $0 $0 $0 | $2,000,000 $1,870,000 $1,480,007 | $0 $0 $369,993 | $768,489 $597,065 $692,150 | $0 $0 $0 | $70,671(6) $61,917 $65,798 | $3,575,410 $3,217,224 $3,266,767 | | Michael S. Ettinger Executive Vice President and Chief Operating Officer | 2024 2023 | $731,850 $670,804 | $0 $0 | $2,000,000 $1,792,000 | $0 $0 | $669,575 $447,982 | $0 $0 | $67,295(6) $57,766 | $3,468,720 $2,968,552 | | James P. Breslawski President (effective April 1, 2025, Senior Advisor) | 2024 2023 2022 | $901,750 $866,992 $831,661 | $0 $0 $0 | $1,312,500 $1,250,000 $1,452,800 | $0 $0 $363,200 | $732,721 $498,920 $832,274 | $0 $0 $0 | $83,282(6) $77,005 $84,918 | $3,030,253 $2,692,917 $3,564,853 |

  61. Summary Compensation Table for Fiscal 2024, Fiscal 2023 and Fiscal 2022(1)

    __________________________ (1) Amounts reflected in the table have not been reduced to reflect a Named Executive Officer’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 2024. The amounts they deferred in fiscal 2024 are set forth in the Nonqualified Deferred Compensation for Fiscal 2024 table on page 65 of this proxy statement. (2) These amounts include RSUs and PSUs granted to Named Executive Officers on March 4, 2024 and March 9, 2024, as applicable. 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 18 of the “Notes to Consolidated Financial Statements” included in Item 8 of our Annual Report on Form 10-K for the year ended December 28, 2024, as filed with the SEC on February 25, 2025. (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 18 of the “Notes to Consolidated Financial Statements” included in Item 8 of our Annual Report on Form 10-K for the year ended December 28, 2024, as filed with the SEC on February 25, 2025. (4) Represents annual incentive compensation (i.e., bonus) paid under the HSIP. See “Compensation Structure—Pay Elements—Details—Annual Incentive Compensation” under the Compensation Discussion and Analysis for a description of the HSIP. (5) Includes the following: (i) $23,000 matching contribution under 401(k) Plan account; (ii) $19,776 in excess life insurance premiums; (iii) $95,252 in SERP contribution; (iv) $1,231 in excess business travel insurance; (v) $73,925 in personal commuting expenses for use of the Company’s car service; (vi) $157,457 for the cost of providing administrative services to Mr. Bergman; and (vii) $500 for the cost of providing telephone services. The amount totaling $231,882 (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 may require the Company to provide an automobile for his use, however, during fiscal 2024, Mr. Bergman opted not to use a Company-provided automobile. (6) For each of Messrs. South, Mlotek, Ettinger and Breslawski includes the following: (i) $23,000 in matching contribution under 401(k) Plan account; (ii) $431 in excess business travel insurance; (iii) $9,377, $13,777, $10,732 and $19,776, respectively, in excess life insurance premiums and (iv) $20,892, $28,463, $28,132 and $40,075, respectively, in SERP contribution. For each of Messrs. Mlotek and Ettinger, such amount also includes a $5,000 services award payment for 30 years of service with the Company.

  62. 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.

  63. Grants of Plan-Based Awards for Fiscal 2024

    Grants of Plan-Based Awards for Fiscal 2024

  64. Grants of Plan-Based Awards for Fiscal 2024

    | 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) | HSIP PSU/RSU SO | n/a 3/4/2024 n/a | $0 | $2,564,700 | $3,812,640 | 0 | 65,726 | 131,452 | 35,391 | 0 | n/a | $7,764,800 n/a | | Ronald N. South Senior Vice President and Chief Financial Officer (Principal Financial Officer) | HSIP PSU/RSU SO | n/a 3/9/2024 n/a | $56,500 | $565,000 | $735,439 | 0 | 10,032 | 20,064 | 10,032 | 0 | n/a | $1,500,000 n/a | | Mark E. Mlotek Executive Vice President and Chief Strategic Officer | HSIP PSU/RSU SO | n/a 3/9/2024 n/a | $23,250 | $775,000 | $1,124,362 | 0 | 13,376 | 26,752 | 13,376 | 0 | n/a | $2,000,000 n/a | | Michael S. Ettinger Executive Vice President and Chief Operating Officer | HSIP PSU/RSU SO | n/a 3/9/2024 n/a | $72,500 | $725,000 | $937,554 | 0 | 13,376 | 26,752 | 13,376 | 0 | n/a | $2,000,000 n/a | | James P. Breslawski President (effective April 1, 2025, Senior Advisor) | HSIP PSU/RSU SO | n/a 3/4/2024 n/a | $0 | $963,000 | $1,357,355 | 0 | 8,546 | 17,092 | 8,546 | 0 | n/a | $1,312,500 n/a |

  65. Grants of Plan-Based Awards for Fiscal 2024

    (1)“HSIP” means annual incentive compensation (i.e., bonus) paid under the 2024 Henry Schein Incentive Plan. “PSU/RSU” means restricted stock unit awards (PSUs and RSUs) made pursuant to the Company’s 2024 Stock Incentive Plan. See “Compensation Structure—Pay Elements—Details—Annual Incentive Compensation” under the Compensation Discussion and Analysis for a discussion on the HSIP. (2) The maximum payout percentage under the HSIP for the Named Executive Officers is 200% for the Company Financial/EPS Goal, ranges from 115% to 200% for the Business Financial/Individual Goals (depending on the specific category of the goal applicable to such Named Executive Officer) and is 115% for the Strategic Scorecard Goals. (3)The maximum payout percentage for the 2024 LTIP awards of performance-based restricted stock is 200%. (4)These amounts include awards of RSUs granted to Messrs. Bergman and Breslawski on March 4, 2024 and to the other Named Executive Officers on March 9, 2024, each with four-year cliff vesting.

  66. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End

  67. Outstanding Equity Awards at 2024 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 ($) | Option Expiration Date(2) | Number of Shares or Units of Stock That Have Not Veste(3) (#) | Market Value of Shares or Units of Stock That Have Not Vested(4) ($) | 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 Executive Officer) | 89,510 19,719 | 0 9,860 | n/a n/a | $62.71 $86.27 | 03/03/2031 03/16/2032 | 114,071 | $8,032,880 | 56,302 | $3,964,787 | | Ronald N. South Senior Vice President and Chief Financial Officer (Principal Financial Officer) | 3,727 9,930 | 0 4,966 | n/a n/a | $62.71 $86.27 | 03/03/2031 03/16/2032 | 34,325 | $2,417,167 | 8,410 | $592,232 | | Mark E. Mlotek Executive Vice President and Chief Strategic Officer | 35,798 9,186 | 0 4,594 | n/a n/a | $62.71 $86.27 | 03/03/2031 03/16/2032 | 50,595 | $3,562,900 | 11,322 | $797,295 | | Michael S. Ettinger Executive Vice President and Chief Operating Officer | 31,952 7,696 | 0 3,849 | n/a n/a | $62.71 $86.27 | 03/03/2031 03/16/2032 | 46,800 | $3,295,656 | 11,200 | $788,704 | | James P. Breslawski President (effective April 1, 2025, Senior Advisor) | 40,927 9,018 | 0 4,509 | n/a n/a | $62.71 $86.27 | 03/03/2031 03/16/2032 | 43,655 | $3,074,185 | 7,321 | $515,545 |

  68. Outstanding Equity Awards at 2024 Fiscal Year-End

    (1) The Company does not issue performance-based options. (2) All stock options granted under the Henry Schein, Inc. 2020 Stock Incentive Plan (now known as the 2024 Stock Incentive Plan) have a ten-year term unless otherwise terminated earlier in accordance with the plan. (3) Represents RSUs awarded to the Named Executive Officers as part of their equity grants. (4) Based on the closing market price of $70.42 of the Company’s common stock on December 27, 2024, the last trading day in fiscal 2024. (5) Represents the number of performance-based restricted stock units granted in 2022, 2023 and 2024 under the Henry Schein, Inc. 2020 Stock Incentive Plan (now known as the 2024 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 2024 but excludes performance-based restricted stock units that were forfeited under the 2022 LTIP when such PSUs vested in March 2025 and we estimate will be forfeited under the 2023 LTIP and 2024 LTIP.

  69. Option Exercises and Stock Vested for Fiscal 2024

    Option Exercises and Stock Vested for Fiscal 2024

  70. Option Exercises and Stock Vested for Fiscal 2024

    | | 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 | 0 | $0 | | Ronald N. South Senior Vice President and Chief Financial Officer (Principal Financial Officer) | 0 | $0 | 2,312 | $177,747 | | Mark E. Mlotek Executive Vice President and Chief Strategic Officer | 0 | $0 | 7,947 | $610,965 | | Michael S. Ettinger Executive Vice President and Chief Operating Officer | 0 | $0 | 5,780 | $444,366 | | James P. Breslawski President (effective April 1, 2025, Senior Advisor) | 0 | $0 | 9,085 | $698,455 |

  71. Option Exercises and Stock Vested for Fiscal 2024

    (1) For each Named Executive Officer (other than Mr. Bergman who did not have any equity awards vest in fiscal 2024) such amount includes RSUs (four-year cliff vesting) granted on March 3, 2020. (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, 2024 (the actual vesting date of March 3, 2024 was a non-business day so the vesting occurred on the prior business day) was $76.88.

  72. Nonqualified Deferred Compensation for Fiscal 2024

    Nonqualified Deferred Compensation for Fiscal 2024 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.)

  73. Nonqualified Deferred Compensation for Fiscal 2024

    | 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 | $91,273 | $214,946 | $0 | $5,446,994 | | Ronald N. South Senior Vice President and Chief Financial Officer (Principal Financial Officer) | $0 | $18,523 | $10,191 | $0 | $170,582 | | Mark E. Mlotek Executive Vice President and Chief Strategic Officer | $0 | $25,677 | $10,798 | $0 | $1,464,108 | | Michael S. Ettinger Executive Vice President and Chief Operating Officer | $0 | $24,456 | $49,795 | $0 | $901,728 | | James P. Breslawski President (effective April 1, 2025, Senior Advisor) | $0 | $38,189 | $749,190 | $0 | $4,018,588 |

  74. Nonqualified Deferred Compensation for Fiscal 2024

    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.)

  75. Nonqualified Deferred Compensation for Fiscal 2024

    | 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) | $744,154 | $0 | $571,648 | $0 | $4,470,691 | | 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 | $956,146 | $680,269 | $6,327,392 | | Michael S. Ettinger Executive Vice President and Chief Operating Officer | $103,720 | $0 | $163,404 | $0 | $1,505,145 | | James P. Breslawski President (effective April 1, 2025, Senior Advisor) | $0 | $0 | $115,309 | $0 | $886,997 |

  76. 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 2024 that we reasonably believe would result in a significant change in the pay ratio disclosure. Accordingly, as permitted by the rules, for fiscal 2024, we used the same median employee and methodology that we used for fiscal 2023, except that we used compensation from the fiscal 2024 summary compensation table in determining the compensation for our CEO and median employee for calculating the 2024 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.

  77. 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% |

  78. 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 (if not already included) 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 2024 was $76,751. The CEO’s total annual compensation (including health and welfare benefits and employer retirement contributions) in fiscal 2024 was $11,656,252. Therefore, for fiscal 2024, the ratio of CEO pay to median employee pay was 152:1.

  79. 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 2024. 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 34 of this proxy statement.

  80. Pay Versus Performance Table

    Pay Versus Performance Table

  81. 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: Non-GAAP EPS 4 | | 2024 | $11,640,272 | $7,852,214 | $3,193,394 | $2,322,504 | $106 | $144 | $398 | $4.74 | | 2023 | $10,005,729 | $4,941,292 | $2,807,442 | $1,705,337 | $114 | $139 | $436 | $4.50 | | 2022 | $8,255,135 | $9,962,917 | $2,945,446 | $3,402,202 | $120 | $136 | $566 | $5.38 | | 2021 | $10,786,180 | $28,293,056 | $3,854,485 | $7,569,084 | $113 | $142 | $660 | $5.05 | | 2020 | $6,239,637 | ($8,384,241) | $2,649,163 | ($811,730) | $99 | $114 | $419 | $3.53 |

  82. 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. 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. 3 Cumulative shareholder returns reflect $100 invested as of market close on December 27, 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 28, 2024, as filed with the SEC on February 25, 2025. 4 Reflects the Company’s selected measure of EPS which is consistently calculated for each year reflected in the table (see chart below). The adjusted EPS used in the incentive plans (HSIP and PSUs) may reflect other adjustments which are generally described in the Compensation Discussion and Analysis.

  83. Pay Versus Performance Table

    | | 2020 | 2021 | 2022 | 2023 | 2024 | | GAAP diluted EPS from continuing operations attributable to Henry Schein, Inc. | $2.81 | $4.45 | $3.91 | $3.16 | $3.05 | | Non-GAAP Adjustments, net of tax and attribution to noncontrolling interests: | | | | | | | Restructuring and integration costs | $0.17 | $0.03 | $0.74 | $0.40 | $0.62 | | Acquisition intangible amortization | Excluded | Excluded | Excluded | $0.70 | $0.88 | | Litigation settlements | - | $0.08 | - | - | $0.03 | | Cybersecurity Incident- insurance proceeds, net of third-party advisory expenses | - | - | - | $0.06 | $(0.18) | | Impairment of intangible assets | Excluded | - | $0.16 | $0.04 | - | | Impairment of capitalized assets | - | - | - | $0.14 | $0.05 | | Change in contingent consideration | - | - | - | - | $0.28 | | Costs associated with shareholder advisory matters | - | - | - | - | $0.01 | | Gain on sale of equity investments | $(0.01) | $(0.05) | - | - | - | | Non-GAAP diluted EPS attributable to Henry Schein, Inc., as presented | $2.97 | $4.51 | $4.81 | $4.50 | $4.74 | | Reconciling items to present non-GAAP diluted EPS attributable to Henry Schein, Inc. on a consistent basis: | | | | | | | Acquisition intangible amortization | $0.48 | $0.54 | $0.57 | - | - | | Impairment of intangible assets | $0.08 | - | - | - | - | | Non-GAAP diluted EPS attributable to Henry Schein, Inc., on a consistent basis 1 | $3.53 | $5.05 | $5.38 | $4.50 | $4.74 |

  84. Pay Versus Performance Table

    The Company revised its calculation of non-GAAP diluted EPS in fiscal 2023. As such, the Company adjusted the calculation of non-GAAP diluted EPS for fiscal 2020, fiscal 2021 and fiscal 2022 to be consistent with the calculation of non-GAAP diluted EPS used in fiscal 2023 and fiscal 2024.

  85. 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 non-GAAP EPS during fiscal years 2020 through 2024. 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 2024. The following chart sets forth the relationship between PEO CAP, the average of other NEOs CAP and our TSR during fiscal years 2020 through 2024 versus the Dow Jones U.S. Health Care Index.

  86. Director Compensation for Fiscal 2024

    Director Compensation for Fiscal 2024

  87. Director Compensation for Fiscal 2024

    | 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 | $122,000 | $200,000 | $0 | $0 | $0 | $0 | $322,000 | | Deborah Derby | $142,000 | $200,000 | $0 | $0 | n/a | $0 | $342,000 | | Carole T. Faig | $106,600 | $200,000 | $0 | $0 | n/a | $0 | $306,600 | | Joseph L. Herring | $165,600 | $200,000 | $0 | $0 | n/a | $0 | $365,600 | | Kurt P. Kuehn | $164,600 | $200,000 | $0 | $0 | n/a | $0 | $364,600 | | Philip A. Laskawy | $170,400 | $200,000 | $0 | $0 | $0 | $0 | $370,400 | | Anne H. Margulies | $135,200 | $200,000 | $0 | $0 | $0 | $0 | $335,200 | | Steven Paladino (former director(6)) | $39,286 | $200,000 | $0 | $0 | n/a | $61,264(7) | $300,549 | | Carol Raphael | $119,800 | $200,000 | $0 | $0 | n/a | $0 | $319,800 | | Scott P. Serota | $119,800 | $200,000 | $0 | $0 | n/a | $0 | $319,800 | | Bradley T. Sheares, Ph.D. | $143,600 | $200,000 | $0 | $0 | n/a | $0 | $343,600 | | Reed V. Tuckson, M.D., FACP | $106,600 | $200,000 | $0 | $0 | n/a | $0 | $306,600 |

  88. Director Compensation for Fiscal 2024

    (1) These cash fee amounts have not been reduced to reflect a director’s election (if any) to defer receipt of cash fees pursuant to the Non-Employee Director Deferred Compensation Plan; any such deferrals are disclosed in footnote 5 below. (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 18 of the “Notes to Financial Statements” included in Item 8 of our Annual Report on Form 10-K for the year ended December 28, 2024, as filed with the SEC on February 25, 2025. 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 2024 year end, each non-employee director (serving as of such date) had 2,604 restricted stock units. Mr. Paladino had 20,521 restricted stock units, 41,037 vested and exercisable Options and 1,344 unvested Options outstanding at fiscal 2024 year end because he 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 such restricted stock unit awards and Options continue to vest and once vested such Options remain exercisable pursuant to his consulting agreement with the Company dated May 21, 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 7,068 restricted stock units, Mr. Kuehn had 11,843 restricted stock units, Mr. Laskawy had 21,961 restricted stock units, Ms. Margulies had 10,679 restricted stock units, Dr. Sheares had 36,833 restricted stock units and Dr. Tuckson had 2,217 restricted stock units, at fiscal 2024 year end. As of December 28, 2024, Mses. Faig and Raphael and Messrs. Ali, Herring and Serota did not elect to defer the payment date of any restricted stock units. (3) The Company does not grant option awards to non-employee directors. (4) The Company does not grant performance-based annual incentive compensation (i.e., bonus) to non-employee directors. (5) None of the non-employee directors participated in the Non-Employee Director Deferred Compensation Plan in 2024. Messrs. Ali and Laskawy and Ms. Margulies have participated in such plan in prior years but did not elect to defer any amounts into such plan in fiscal 2024. (6) Mr. Paladino’s directorship ended on May 21, 2024. (7) Represents fees paid to Mr. Paladino for post-directorship consulting services pursuant to a consulting agreement dated May 21, 2024.

  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 have participated in the Non-Employee Director Deferred Compensation Plan in prior years, though none of the non-employee directors participated in such plan in fiscal 2024. 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 (if any).