DEF 14A of Henry Schein Inc, Apr 8, 2026

DEF 14A of Henry Schein Inc

Filed Apr 8, 2026 · FY20250001193125-26-146317

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  1. ELECTION OF INCUMBENT DIRECTORS

    ELECTION OF INCUMBENT DIRECTORS The Company’s Board of Directors (the “Board of Directors” or the “Board”) has approved the ten persons named below as nominees for election at the Annual Meeting to serve as directors until the 2027 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. Stanley M. Bergman notified the Board of Directors of his intent to retire as Chairman of the Board of Directors as of the end of the Annual Meeting and the Board of Directors has approved the appointment of Mr. Bergman as Chairman Emeritus effective upon his retirement as Chairman. The Board of Directors intends to appoint a new Chairman promptly following the Annual Meeting. In furtherance of our previously disclosed plan to reduce the size of the Board of Directors, Joseph L. Herring, Robert J. Hombach, Scott Serota and Bradley T. Sheares will not stand for reelection at the Annual Meeting. Accordingly, the Board of Directors has approved a reduction in the size of the Board of Directors from fifteen to ten members, effective as of the end of the Annual Meeting. All of the nominees for director named below currently serve as directors and were elected by the stockholders at the 2025 Annual Meeting to serve as a director (except for Frederick M. Lowery, who was appointed as a director by the Board of Directors on January 10, 2026, 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 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 8, 2026, concerning the nominees named below:

  2. ELECTION OF INCUMBENT DIRECTORS

    | Name | Age | Position | | Mohamad Ali | 55 | Director | | William K. “Dan” Daniel | 61 | Director | | Deborah Derby | 62 | Director | | Carole T. Faig | 64 | Director | | Kurt P. Kuehn | 71 | Director | | Philip A. Laskawy | 85 | Director | | Max Lin | 44 | Director | | Frederick M. Lowery | 55 | Chief Executive Officer, Director | | Anne H. Margulies | 70 | Director | | Reed V. Tuckson, M.D., FACP | 75 | Director |

  3. ELECTION OF INCUMBENT DIRECTORS

    | Mohamad Ali Senior Vice President and Head of IBM Consulting, IBM Corporation Age: 55 Independent Director since 2021 Committee • Nominating and Governance Committee | |

  4. ELECTION OF INCUMBENT DIRECTORS

    | 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) |

  5. ELECTION OF INCUMBENT DIRECTORS

    | Key Skills & Qualifications • Strategic Transformation: as the former Chief Strategy Officer of HP Inc., Mr. Ali played a pivotal role in the company’s turnaround and led the decision process to split HP Inc. into two companies • Management and Leadership Experience: Mr. Ali has had significant experience as CEO of a number of technology companies in addition to serving in senior leadership roles at IBM Consulting, HP Inc., Avaya LLC and IBM Corporation • Technology Industry Leadership Experience: Mr. Ali has experience in growth and leadership across the strategic software development, cloud infrastructure and data analytics space. Most recently, Mr. Ali served as CEO of IDG, Inc., a leading market intelligence and demand generation company focused on the technology industry, and previously served as CEO of Carbonite, Inc., a global leader in data protection, where he successfully led the company’s continued growth and service to midsize businesses and consumers • Public Company Board or Governance Experience: Mr. Ali has served on multiple public company boards in the technology and banking space, including at Carbonite, Inc., City National Bank and iRobot Corporation (where he was also Lead Independent Director) • Corporate Strategy / M&A: Mr. Ali has extensive experience in evaluating, executing and leading M&A transactions. As the former VP of Business Strategy in IBM Corporation’s Information Management division, Mr. Ali helped lead the acquisition of numerous companies to build IBM Corporation’s analytics and big data business. Mr. Ali also served as Chief Strategy Officer at HP Inc., further contributing to his experience in this regard • Corporate Sustainability: Mr. Ali has experience managing social, ethical and environmental responsibility considerations across global supply chains |

  6. ELECTION OF INCUMBENT DIRECTORS

    | Other Boards • IDG, Inc. (2019-2023) • iRobot Corporation (2015-2024) • Carbonite, Inc. (2014-2019) • City National Bank (2013-2015) |

  7. ELECTION OF INCUMBENT DIRECTORS

    | Organizations • Board Member and Former Chairperson, Massachusetts Technology Leadership Council • Former Board Member, Oxfam America |

  8. ELECTION OF INCUMBENT DIRECTORS

    | Awards & Recognition • Named to Boston Globe’s Tech Power Players 50 list • Named the 2018 CEO of the Year (Massachusetts Technology Leadership Council) • Member of the 2018 Public Board of the Year (National Association of Corporate Directors, New England Chapter) • Recognized in 2018 as one of the 100 Most Powerful People in Boston (Boston Magazine) |

  9. ELECTION OF INCUMBENT DIRECTORS

    | • Recipient of Mass High Tech Magazine’s 2011 MHT All-Stars Awards • Listed in 2008 as a 40-Under-40 (Boston Business Journal) • Finalist in America’s prestigious 1988 Westinghouse Science Talent Search |

  10. ELECTION OF INCUMBENT DIRECTORS

    | Education • M.S., Stanford University (Electrical Engineering) • B.S., Stanford University (Computer Engineering) • B.A., Stanford University (History) |

  11. ELECTION OF INCUMBENT DIRECTORS

    | William K. “Dan” Daniel Executive Advisor, Kohlberg Kravis Roberts & Co. L.P. (KKR) | | | Age: 61 Independent Director since May 2025 | | | Committees • Compensation Committee • Strategic Advisory Committee | |

  12. ELECTION OF INCUMBENT DIRECTORS

    | Professional Experience | | • Executive Advisor (Americas Private Equity), KKR (2020-Present) | | • Former Executive Vice President, Danaher Corporation (2006-2020) | | • Former Senior Vice President and President, Light Vehicle Aftermarket, Arvin Industries (became ArvinMeritor in 2000 when Arvin Industries, Inc. and Meritor Automotive, Inc. merged) (1987-2006) |

  13. ELECTION OF INCUMBENT DIRECTORS

    | Key Skills & Qualifications • Management and Leadership Experience: decades of global leadership experience in Healthcare and Industrial sectors, including 14 years as Executive Vice President at Danaher, where he oversaw multiple business segments and played a key role in advancing Danaher’s business systems and culture; Mr. Daniel oversaw Danaher’s Industrial Technologies and Life Sciences portfolios until 2017, after that he led the company’s Diagnostics and Dental segments • Corporate Strategy / M&A: led strategies to drive operating performance and growth and to implement employee engagement models at KKR portfolio companies as an Executive Advisor to KKR; Mr. Daniel spearheaded multiple M&A transactions and other strategic initiatives in the Healthcare industry, including leading the transition of Pall Corporation into Danaher as well as the life sciences and product identification portfolios; Mr. Daniel also helped oversee the separation of Danaher’s Dental business into a standalone public company • Public Company Board and Governance Experience: served as a Director at Envista Holdings Corporation |

  14. ELECTION OF INCUMBENT DIRECTORS

    | Other Boards • CIRCOR (2023-Present) (Chairman) (private) • Therapy Brands Holdings, LLC (d.b.a. Ensora Health) (2021-Present) (Chairman) (private) • Fortifi Food Processing Solutions (2021-Present) (Chairman) (private) • Envista Holdings Corporation (2019-2020) |

  15. ELECTION OF INCUMBENT DIRECTORS

    | Education • M.B.A., University of Virginia Darden School of Business (Business Administration and Management) • B.A., DePauw University (Economics) |

  16. ELECTION OF INCUMBENT DIRECTORS

    | Deborah Derby CEO, The Honey Baked Ham Company, LLC; and Former President and CEO, Carrols Restaurant Group, Inc. Age: 62 Independent Director since 2021 Committees • Compensation Committee (Chair) • Nominating and Governance Committee | |

  17. ELECTION OF INCUMBENT DIRECTORS

    | Professional Experience • CEO, The Honey Baked Ham Company, LLC (January 2026-Present) • Former Operating Partner, Garnett Station Partners (October 2024-January 2026) • Former President and CEO, Carrols Restaurant Group, Inc. (May 2023-June 2024) • Former President, Horizon Group USA, Inc. (2016-2020) • Former Executive Vice President and Vice Chairman, Toys “R” Us, Inc. (2013-2015) • Former Chief Administrative Officer, Toys “R” Us, Inc. (2009-2012) • Former President of Babies “R” Us, Toys “R” Us, Inc. (2006-2009) and served in various human resource positions of increasing responsibility (2000-2006) • Former Employment Law Attorney, Whirlpool Corporation (1992-2000) • Former Corporate Attorney at a large law firm in Michigan (1990-1992) |

  18. ELECTION OF INCUMBENT DIRECTORS

    | Key Skills & Qualifications • Management and Leadership Experience: gained through experience as President and CEO of Carrols Restaurant Group, Inc., President of Horizon Group USA, Inc., as well as various roles of increasing responsibility at Toys “R” Us, Inc., including as Executive Vice President, Vice Chairman and Chief Administrative Officer, as well as Corporate Secretary, Executive Vice President, Human Resources, Legal & Corporate Communications and President of the Babies “R” Us division • Public Company Board and Governance Experience: service as a member of the board of directors of Carrols Restaurant Group, Inc. and Vitamin Shoppe, Inc., and Chair of each company’s Compensation Committee • Compensation / Human Resources: gained through experience as Corporate Director of Compensation & Benefits globally at Whirlpool Corporation, practicing corporate and employment law at both Whirlpool Corporation and a large law firm in Michigan and as Corporate Secretary and Executive Vice President of Human Resources and Legal & Corporate Communications at Toys “R” Us, Inc. • Corporate Strategy / Operations: considerable experience across a wide range of industries and markets, and particular expertise in strategy, operations and supply chain management; serves as Operating Partner at Garnett Station Partners, and was formerly President, CEO and director at Carrols Restaurant Group, Inc. (acquired by Restaurant Brands International in 2024), President of Babies “R” Us and a director at Vitamin Shoppe, Inc. (acquired by Franchise Group Inc. in 2023) |

  19. ELECTION OF INCUMBENT DIRECTORS

    | Other Boards • Carrols Restaurant Group, Inc. (2018-2024) (Compensation Committee Chair) • Vitamin Shoppe, Inc. (2012-2019) (Compensation Committee Chair, Nominating and Governance Committee member, and Strategic Committee member) |

  20. ELECTION OF INCUMBENT DIRECTORS

    | Organizations • Former Board Member, Toys “R” Us Children’s Foundation • Former Board Member, K.I.D.S. (Kids in Distressed Situations) |

  21. ELECTION OF INCUMBENT DIRECTORS

    | Education • J.D., University of Notre Dame • M.B.A., University of Notre Dame • B.A., Harvard University (General Studies, Concentrating in Economics) |

  22. ELECTION OF INCUMBENT DIRECTORS

    | Carole T. Faig Former U.S. Health Sector Leader, EY LLP Age: 64 Independent Director since 2023 Committees • Audit Committee • Strategic Advisory Committee | |

  23. ELECTION OF INCUMBENT DIRECTORS

    | 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) |

  24. ELECTION OF INCUMBENT DIRECTORS

    | 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 |

  25. ELECTION OF INCUMBENT DIRECTORS

    | Other Boards • Cue Health Inc. (2021-2024) • Affinia Therapeutics (private) • QuVa Pharma (private) |

  26. ELECTION OF INCUMBENT DIRECTORS

    | Organizations • Board Member, PATH (non-profit organization focused on global health equity) • Board Member, SCAN (non-profit Medicare Advantage plan) • Board Member, Banner Health (non-profit health care system) |

  27. ELECTION OF INCUMBENT DIRECTORS

    | 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 |

  28. ELECTION OF INCUMBENT DIRECTORS

    | Education • Certified Public Accountant (CPA) • B.B.A., Sam Houston State University |

  29. ELECTION OF INCUMBENT DIRECTORS

    | Kurt P. Kuehn Former Chief Financial Officer, United Parcel Service, Inc. (UPS) Age: 71 Independent Director since 2016 Committees • Audit Committee (Chair) • Regulatory, Compliance and Cybersecurity Committee | |

  30. ELECTION OF INCUMBENT DIRECTORS

    | 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 |

  31. ELECTION OF INCUMBENT DIRECTORS

    | 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) |

  32. ELECTION OF INCUMBENT DIRECTORS

    | Other Boards • LocatorX (2020-present) (private) • NCR Corporation (2012-2020) (Audit Committee Chair) |

  33. ELECTION OF INCUMBENT DIRECTORS

    | Organizations • Former Board Member, SASB Sustainability Accounting Standards Board |

  34. ELECTION OF INCUMBENT DIRECTORS

    | Education • Completed the Wharton Advanced Management Program (University of Pennsylvania) • M.B.A., University of Miami • Attended Yale University |

  35. ELECTION OF INCUMBENT DIRECTORS

    | Philip A. Laskawy Lead Director, Henry Schein, Inc.; Retired Chairman and Chief Executive Officer, EY LLP Age: 85 Independent Director since 2002 Lead Director since 2012 Committees • Nominating and Governance Committee (Chair) | |

  36. ELECTION OF INCUMBENT DIRECTORS

    | 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) |

  37. ELECTION OF INCUMBENT DIRECTORS

    | 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 |

  38. ELECTION OF INCUMBENT DIRECTORS

    | 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) |

  39. ELECTION OF INCUMBENT DIRECTORS

    | 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 |

  40. ELECTION OF INCUMBENT DIRECTORS

    | Education • Certified Public Accountant (CPA) • B.A., University of Pennsylvania Wharton School of Business (Economics) |

  41. ELECTION OF INCUMBENT DIRECTORS

    | Max Lin Partner, Kohlberg Kravis Roberts & Co. L.P. (KKR) Age: 44 Independent Director since May 2025 Committees • Nominating and Governance Committee (Vice Chair) • Strategic Advisory Committee | |

  42. ELECTION OF INCUMBENT DIRECTORS

    | Professional Experience • Partner, KKR (2005-2007, 2009-Present) • Analyst, Morgan Stanley (2003-2005) |

  43. ELECTION OF INCUMBENT DIRECTORS

    | Key Skills & Qualifications • Healthcare Investor: relevant investment experience in numerous dental and medical companies, including 123 Dentist, Covenant Physician Partners, HCA, Heartland Dental and Zimmer Biomet, among others • Finance and M&A: extensive knowledge in finance and transaction matters through his role as partner at KKR where he leads the Health Care industry team within the Americas Private Equity platform and serves as a member of the Investment Committee and Portfolio Management Committee for Americas Private Equity, the Health Care Strategic Growth Investment Committee and the Global Conflicts and Compliance Committee. Mr. Lin was previously involved in a number of mergers, acquisitions and financing transactions at Morgan Stanley • Governance Experience: serves on public and private boards, including at BrightSpring Health Services, Inc.; Cotiviti, Inc.; Global Medical Response, Inc.; PetVet Care Centers, LLC and Therapy Brands Holdings, LLC (d.b.a. Ensora Health). Mr. Lin is also a former board member of Biomet, Inc.; Covenant Physician Partners; Envision Healthcare Corporation; Heartland Dental, LLC and PRA Health Sciences, Inc. |

  44. ELECTION OF INCUMBENT DIRECTORS

    | Other Boards • Cotiviti, Inc. (2024-Present) (private) • Therapy Brands Holdings, LLC (d.b.a Ensora Health) (2021-Present) (private) • Heartland Dental, LLC (2018- March 2025) (private) • PetVet Care Centers, LLC (2018-Present) (private) • Envision Healthcare Corporation (2018-2023) (private) • BrightSpring Health Services, Inc. (2017-Present) (Compensation Committee Chair) • Covenant Physician Partners (2017-2024) (private) • Global Medical Response, Inc. (2015-Present) (private) • PRA Health Sciences, Inc. (2013-2019) • Biomet, Inc. (2011-2015) (private) |

  45. ELECTION OF INCUMBENT DIRECTORS

    | Organizations • The Peninsula Bridge Program (2025-Present) |

  46. ELECTION OF INCUMBENT DIRECTORS

    | Education • M.B.A., Harvard Business School • B.S. and B.A.S., University of Pennsylvania |

  47. ELECTION OF INCUMBENT DIRECTORS

    | Frederick M. Lowery Chief Executive Officer, Henry Schein, Inc. Age: 55 Director since March 2026 Committees Executive Management Committee | |

  48. ELECTION OF INCUMBENT DIRECTORS

    | Professional Experience • Chief Executive Officer, Henry Schein, Inc. (March 2026-Present) • Former Executive Vice President and President, Laboratory Products and BioProduction, Thermo Fisher Scientific (2024-February 2026) • Former Senior Vice President and President, Customer Channels, Thermo Fisher Scientific (2021-2024) • Former Senior Vice President and President, Laboratory Products; Senior Operating Officer, Life Sciences Solutions; and President, Life Sciences Solutions and Laboratory Products, Thermo Fisher Scientific (2014-2021) • Former Vice President and General Manager, Life Science Research; President, Laboratory Consumables; and Vice President and General Manager, Chromatography Consumables and Specialty Glass, Thermo Fisher Scientific (2006-2014) • Former Head of Operations, Molecular BioProducts, Fisher Scientific International (2005-2006) • Earlier career experience at Maytag Corporation and General Motors |

  49. ELECTION OF INCUMBENT DIRECTORS

    | Key Skills & Qualifications • Management and Leadership Experience: more than two decades of global leadership experience in healthcare, life sciences, and distribution businesses. Led large-scale global operating segments at Thermo Fisher Scientific across laboratory products, life sciences solutions, customer channels, and bioproduction, overseeing manufacturing, R&D, commercial, and operational functions. Extensive experience driving disciplined operating performance, scaling global teams, and advancing values-based cultures • Corporate Strategy / Growth & M&A: led strategic portfolio expansion and integration efforts at Thermo Fisher Scientific, including responsibility for global growth initiatives, operational integration, and commercialization strategies across multiple life sciences and laboratory businesses. Deep experience aligning distribution and owned product strategies to drive sustainable, long-term value creation • Operational Excellence & Commercial Execution: strong background in building high-performance teams and operating systems, enhancing execution rigor, and driving customer-centric growth across complex, global business environments. Experience leading organizations through transformation while maintaining strong culture and employee engagement |

  50. ELECTION OF INCUMBENT DIRECTORS

    | Other Boards • DuPont de Nemours, Inc. (2019-Present) (public) • Boston Medical Center (2020-Present) (Board of Trustees) (private) • Tennessee Technological University (2019-Present) (Board of Trustees) |

  51. ELECTION OF INCUMBENT DIRECTORS

    | Education • M.S., Manufacturing Management, Kettering University (formerly General Motors Institute of Engineering and Management) • B.S., Mechanical Engineering, Tennessee Technological University |

  52. ELECTION OF INCUMBENT DIRECTORS

    | Anne H. Margulies Former Vice President and Chief Information Officer, Harvard University Age: 70 Independent Director since 2018 Committees • Audit Committee • Regulatory, Compliance and Cybersecurity Committee | |

  53. ELECTION OF INCUMBENT DIRECTORS

    | 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) |

  54. ELECTION OF INCUMBENT DIRECTORS

    | 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 |

  55. ELECTION OF INCUMBENT DIRECTORS

    | Other Boards • HarborOne Bancorp, Inc. (2022-October 2025) (Compensation Committee member and Nominating and Governance Committee member) • Standard BioTools Inc. (f.k.a. SomaLogic, Inc.) (2019-2024) (Compensation Committee Chair, Nominating and Governance Committee member and Audit Committee member) |

  56. ELECTION OF INCUMBENT DIRECTORS

    | 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) |

  57. ELECTION OF INCUMBENT DIRECTORS

    | Awards & Recognition • Recognized as the 2015 Boston CIO Leader of the Year by the Boston Business Journal and Boston CIO Leadership Association |

  58. ELECTION OF INCUMBENT DIRECTORS

    | • | Named by IDG Enterprises to the 2017 CIO Hall of Fame in CIO Magazine |

  59. ELECTION OF INCUMBENT DIRECTORS

    | • | Awarded an Honorary Doctorate from the Universitat Politecnica de Valencia (2019) |

  60. Education

    Education

  61. Education

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

  62. 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: 75 Independent Director since 2021 Committee • Strategic Advisory Committee | |

  63. Education

    | 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) |

  64. Education

    | 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 |

  65. Education

    | Other Boards • Adverum Biotechnologies, Inc. (2021-2025) (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) |

  66. Education

    | 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 |

  67. 2025-2027 BOLD+1 Strategic Plan

    Achievements in fiscal 2025 with our BOLD+1 strategic plan include, without limitation, (i) building high growth new businesses, (ii) increasing operational efficiencies through new value creation initiatives, (iii) leveraging our sales assets to accelerate sales growth (iv) advancing digital innovation and (v) delivering long-term value for all stakeholders. In fiscal 2025, we continued to advance this strategy by increasing the contribution of our higher-growth, higher-margin businesses to nearly 50% of total non-GAAP operating income, advancing value creation initiatives expected to deliver more than $125 million of annual run-rate operating income improvement by the end of 2026, making substantial progress in the rollout of our global eCommerce platform, henryschein.com, and introducing new solutions. 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 2025) of the target of our annual cash bonus plan for all Executive Management Committee (“EMC”) 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 2025-2027 BOLD+1 Strategic Plan.

  68. Executive Compensation Program Actions Taken in Fiscal 2025

    | • | Annual Incentive Compensation |

  69. Executive Compensation Program Actions Taken in Fiscal 2025

    | ➣ | 0% increase in NEO Target Bonus under 2025 HSIP: The fiscal 2025 target bonuses under the HSIP for all Named Executive Officers remained the same as their target bonuses for fiscal 2024 (i.e., 0% increase), except Mr. Albertini’s target bonus increased by 9.1% (i.e., $50,000), in connection with his promotion effective April 1, 2025. |

  70. Executive Compensation Program Actions Taken in Fiscal 2025

    | ➣ | Removed all individual performance goals and non-financial goals under the 2025 HSIP: To further increase our collective focus on financial performance, the Compensation Committee removed all non-financial goals from the Strategic Scorecard Goals (as defined below) and all individual performance goals from the 2025 HSIP. Additionally, the weighting (expressed as a percentage of the HSIP target payout) for the Company Financial/EPS Goals (as defined below) was increased to 40%, with the Business Financial Goals (as defined below) and Strategic Scorecard Goals each set at 30% (except for Mr. Bergman whose weights remained 70% Company Financial/EPS Goal and 30% Strategic Scorecard Goals). |

  71. Executive Compensation Program Actions Taken in Fiscal 2025

    | ➣ | 2025 HSIP Payouts ranged from 89.3% to 116.3% of target for our Named Executive Officers |

  72. Executive Compensation Program Actions Taken in Fiscal 2025

    | • | Long-term Equity-Based Awards |

  73. Executive Compensation Program Actions Taken in Fiscal 2025

    | ➣ | 0% increase to the grant date fair value of 2025 LTIP: The grant date fair value of the 2025 LTIP awards for all Named Executive Officers remained the same as the grant date fair value for their 2024 LTIP awards, except Mr. Albertini’s 2025 LTIP grant date fair value increased by 60% (i.e., $600,000) in connection with his promotion effective April 1, 2025. |

  74. Executive Compensation Program Actions Taken in Fiscal 2025

    | ➣ | Maintained at least 50% of all equity grants to Named Executive Officers as PSUs (65% for Mr. Bergman): To continue our emphasis on performance-based pay, awards under the 2025 LTIP for Mr. Bergman consist of 65% PSUs and 35% RSUs and our Named Executive Officers (other than Mr. Bergman) consisting of 50% PSUs and 50% RSUs. |

  75. Executive Compensation Program Actions Taken in Fiscal 2025

    | ➣ | Adjusted weighting of performance goals under 2025 LTIP: In March 2025, the Compensation Committee adjusted the percentage of the performance goals under the LTIP to be 50% three-year cumulative EPS and 50% three-year average ROIC goal as opposed to 75% and 25%, respectively, under the 2024 LTIP. |

  76. Executive Compensation Program Actions Taken in Fiscal 2025

    | ➣ | 0% Payout of PSUs in March 2025 and 21.5% Payout of PSUs in March 2026: 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. In March 2026, the PSUs granted to Named Executive Officers in 2023 vested with (i) an achievement of 79.1% of the three-year cumulative EPS performance goal (weighted at 75% of the total 2023 PSU award) resulting in a payout of 0% for that portion of the 2023 PSU award and (ii) an achievement of 95.3% of the three-year average ROIC goal (weighted at 25% of the total 2023 PSU award) resulting in a payout of 85.9% for that portion of the 2023 PSU award. The resulting total payout of the PSUs granted in 2023 and vesting in 2026 was 21.5% of the original number of PSUs granted. In each case, the Compensation Committee reviewed the performance of the Company and the resulting payout and determined no adjustments would be made to the 0% and 21.5% payouts, respectively, for any recipient of such PSU awards (including the Named Executive Officers). |

  77. Components of the Executive Compensation Program

    Long-term Equity-Based Awards. The Compensation Committee approved equity-based awards for fiscal 2025 under the Company’s Long Term Incentive Program (“2025 LTIP”) under the 2024 Stock Incentive Plan that contained a strong performance-based focus and consisted of PSUs and RSUs. Consistent with the approach taken for equity-based awards issued in the fiscal year ended December 30, 2023 (“fiscal 2023”) and fiscal year ended December 28, 2024 (“fiscal 2024”), the following approach was taken with respect to the 2025 LTIP grants:

  78. Components of the Executive Compensation Program

    | • | In fiscal 2025, Mr. Bergman received 65% PSUs and 35% RSUs and our other Named Executive Officers received 50% PSUs and 50% RSUs; and |

  79. Components of the Executive Compensation Program

    | • | PSUs granted in fiscal 2025 to participants, including the Named Executive Officers, are tied to the Company’s (i) EPS performance over the three-year performance period (weighted at 50% of the total PSU award for fiscal 2025) and (ii) ROIC performance over the three-year performance period (weighted at 50% of the total PSU award for fiscal 2025), 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 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. |

  80. 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 Company has a planning and goal-setting process that is fully integrated into the compensation system, intended to result in a strong relationship between 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 2025 LTIP awards (three or four-year cliff vesting for PSUs and RSUs, respectively) for our executive officers, including the Named Executive Officers, reinforce this long-term orientation.

  81. Say-on-Pay Votes and Stockholder Feedback

    | • | Removed all individual performance goals and non-financial goals under the 2025 HSIP: The Compensation Committee removed all non-financial goals from the Strategic Scorecard Goals and all individual performance goals from the 2025 HSIP. Additionally, for all NEOs (except Mr. Bergman), the weighting (expressed as a percentage of the HSIP target payout) for the Company Financial/EPS Goals was increased to 40%, with the Business Financial Goals and Strategic Scorecard Goals each set at 30%. For Mr. Bergman, the weights remained 70% Company Financial/EPS Goal and 30% Strategic Scorecard Goals. |

  82. Say-on-Pay Votes and Stockholder Feedback

    | • | Maintained at least 50% of all equity grants to Named Executive Officers as PSUs (65% for Mr. Bergman): Awards under the 2025 LTIP for Mr. Bergman consist of 65% PSUs and 35% RSUs and for our Named Executive Officers (other than Mr. Bergman) consist of 50% PSUs and 50% RSUs. |

  83. Say-on-Pay Votes and Stockholder Feedback

    | • | Adjusted weighting of performance goals under 2025 LTIP: In March 2025, the Compensation Committee adjusted the percentage of the performance goals under the LTIP to be 50% three-year cumulative EPS goal and 50% three-year average ROIC goal as opposed to 75% and 25%, respectively, for the 2024 LTIP. |

  84. 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; |

  85. Pay Element—Overview

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

  86. Pay Elements—Details

    Pay Elements—Details Base Salary The Compensation Committee annually reviews executive officer salaries and makes adjustments, as warranted, based on individual responsibilities and performance, Company performance in light of market conditions and competitive practice and benchmarking analyses of our peer companies. Salary adjustments are generally approved and implemented during the first quarter of the calendar year (typically in March). In March 2025, consistent with the Company’s broader organizational focus on cost-management, the Compensation Committee determined it was appropriate to maintain the same base salaries for our Named Executive Officers as provided in fiscal 2024 (i.e., 0% increase over fiscal 2024) (except Mr. Albertini’s base salary increased by 7.4% (i.e., $50,000), in connection with his promotion effective April 1, 2025). Annual Incentive Compensation Annual incentive compensation for each of the Company’s executive officers is determined and paid under the Henry Schein Incentive Plan for such year. In March 2025, consistent with the Company’s broader organizational focus on cost-management, the Compensation Committee determined it was appropriate to maintain the same target bonus opportunities for our Named Executive Officers as provided in fiscal 2024 (i.e., 0% increase over fiscal 2024) under the 2025 HSIP (except Mr. Albertini’s target bonus increased by 9.1% (i.e., $50,000), in connection with his promotion effective April 1, 2025). Components of the HSIP The components of the HSIP are designed to reward the achievement of pre-established corporate financial, business unit financial performance goals and the Company’s strategic scorecard goals. The Compensation Committee sets the HSIP’s performance goals and target payout for Mr. Bergman. With respect to the executive officers (other than Mr. Bergman), at the beginning of each year, Mr. Bergman recommends to the Compensation Committee which executive officers should participate in the HSIP for that year and, following review and approval by the Compensation Committee, such officers are notified of their participation. Mr. Bergman recommends to the Compensation Committee the HSIP’s performance goals and target payout for executive officers (other than himself), subject to the Compensation Committee’s review and approval. During first quarter of 2025, 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 HSIP, including market data for large public companies’ practices. Following such review, in March 2025, with respect to the 2025 HSIP, the Compensation Committee approved (i) the continued use of annual EPS as the Company Financial/EPS Goal, (ii) the continued use of operating income, business unit operating income, sales and/or expense, business transaction financial goals and similar factors for the Business Financial Goals (and eliminated all individual goals), (iii) only financial metrics for the Strategic Scorecard Goals and (iv) increasing the weighting for the Company Financial/EPS Goal to 40%, with the Business Financial Goals and Strategic Scorecard Goals each set at 30% for the 2025 HSIP (except for Mr. Bergman whose weights remained 70% Company Financial/EPS Goal and 30% Strategic Scorecard Goals). HSIP targets and goals for fiscal 2025 for the Named Executive Officers were established at the beginning of fiscal 2025. For the Named Executive Officers (other than Mr. Bergman), the performance goals under the 2025 HSIP (which are subject to the adjustments as described herein) were based on:

  87. Pay Elements—Details

    | • | achievement of the financial goals 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. |

  88. Pay Elements—Details

    The weight (expressed as a percentage of the HSIP target payout) for each component of the 2025 HSIP awards for the Named Executive Officers (other than Mr. Bergman) was (i) 40% 2025 Company Financial/EPS Goal, (ii) 30% Business Financial Goals and (iii) 30% Strategic Scorecard Goals. Mr. Bergman’s annual incentive compensation for 2025 had the following components:

  89. 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 Mr. Bergman (solely with respect to non-executive officers) may also grant discretionary awards under the 2025 HSIP. 2025 Company Financial/EPS Goal The 2025 HSIP is weighted 40% of the total 2025 HSIP based on the Company’s earnings per share, subject to the adjustments as described herein (i.e., the Company Financial/EPS Goal) (except for Mr. Bergman whose Company Financial/EPS Goal is weighted at 70%). The Compensation Committee sets the goals for HSIP awards such that incentive compensation is paid at less-than-median of the market awards when Company Financial/EPS Goals are not fully achieved and greater-than-median awards when goal(s) are exceeded. The maximum payout percentage for the Company Financial/EPS Goal under the 2025 HSIP to 200%. In March 2025, the Compensation Committee set the 2025 Company Financial/EPS Goal designed to result in an award payout equal to 100% under the 2025 HSIP. The Compensation Committee set the target 2025 Company Financial/EPS Goal at $4.90. On February 19, 2026, 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 2025 HSIP, adjustments to the 2025 Company Financial/EPS Goal included the effects during fiscal 2025 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 2025 Company Financial/EPS Goal to $5.02. Our actual reported 2025 non-GAAP diluted EPS was $4.97. Our diluted non-GAAP EPS used for the purposes of the HSIP achievement calculation was $4.86, and it was calculated as the reported 2025 non-GAAP diluted EPS adjusted to exclude certain items not previously approved by the Compensation Committee in the 2025 HSIP, including gains resulting from purchases of controlling interests of previously held non-controlling equity investments in excess of what was considered in development of the goal and insurance proceeds related to the October 2023 cyber incident. Comparing the adjusted 2025 Company Financial/EPS Goal and the actual reported 2025 non-GAAP diluted EPS adjusted for the purposes of the HSIP calculation as discussed above resulted in a performance achievement of 96.7% and a payout of 83.5% of the 2025 Company Financial/EPS Goal portion of the HSIP award being awarded to the Company’s Named Executive Officers under the 2025 HSIP. During the first quarter of 2026, Mr. Bergman reviewed, with respect to fiscal 2025, 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. Business Financial Goals for Named Executive Officers (other than Mr. Bergman) The 2025 HSIP is weighted 30% of the total 2025 HSIP based on achievement of the Business Financial Goals (except for Mr. Bergman who does not have a Business Financial Goal because his weights are 70% Company Financial/EPS Goal and 30% Strategic Scorecard Goals). Business Financial Goals vary for each Named Executive Officer as the goals reflect each executive’s specific role and function. They are solely based on financial metrics and may be adjusted in a manner similar to adjustments made to the 2025 Company Financial/EPS Goal (as described above). Business Financial Goals are designed to motivate executive officers to achieve challenging, but attainable goals for talented executives. 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 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 125% to 200% for the Business Financial Goals (depending on the specific category of goal applicable to such Named Executive Officer). For each Named Executive Officer (other than Mr. Bergman whose annual incentive compensation is described below), the Business Financial Goals are as follows:

  90. Pay Elements—Details

    On February 19, 2026, the Compensation Committee certified the achievement of the Named Executive Officers’ respective Business Financial Goals resulting in a payout of 86.4%, 173.5%, 86.4%, and 98.0% for Messrs. South, Mlotek, Ettinger and Albertini’s Business Financial Goals, respectively. Strategic Scorecard Goals for Named Executive Officers (other than Mr. Bergman) The 2025 HSIP is weighted 30% of the total 2025 HSIP based on achievement of the Strategic Scorecard Goals. 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. They are based on financial metrics and are adjusted in a manner similar to adjustments made to the 2025 Company Financial/EPS Goal (as described above). 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 Strategic Scorecard Goals are not fully achieved and greater-than-median awards when goal(s) are exceeded. With respect to the Strategic Scorecard Goals, the maximum percentage payout is 115% for each goal. 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 and sales from new products, (ii) quantitative financial goals related to increasing our digital revenue 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) and margin enhancement. The Strategic Scorecard Goals have a maximum payout of 115% and no payout where performance achieved is under 70%. All non-financial goals were removed from the Strategic Scorecard Goals for the 2025 HSIP. On February 19, 2026, the Compensation Committee certified the achievement of the Strategic Scorecard Goals resulting in a payout of 102.7% of the 2025 Strategic Scorecard Goals portion of the HSIP award set by the Compensation Committee under the 2025 HSIP. Payouts under 2025 HSIP Based on 2025 achievement levels, in March 2026, the Compensation Committee determined the following bonus payout percentages under the HSIP with respect to 2025 performance. The payout amounts of the 2025 HSIP awards for the Named Executive Officers appears in the Summary Compensation Table in the column captioned “Non-Equity Incentive Plan Compensation.”

  91. Pay Elements—Details

    | Named Executive Officers | 2025 Company Financial/EPS Goal Payout Percentage | Business Financial Goals Payout Percentage | Strategic Scorecard Goals Payout Percentage | Total Percentage of Target Bonus Paid under the 2025 HSIP(1) | | Stanley M. Bergman Chairman and Former Chief Executive Officer (Principal Executive Officer) | 82.3% | n/a | 102.7% | 89.3% | | Ronald N. South Senior Vice President, Chief Financial Officer (Principal Financial Officer) | 82.3% | 86.4% | 102.7% | 90.1% | | Mark E. Mlotek Executive Vice President and Chief Strategic Officer | 82.3% | 173.5% | 102.7% | 116.3% | | Michael S. Ettinger Executive Vice President and Chief Operating Officer | 82.3% | 86.4% | 102.7% | 90.1% | | Andrea Albertini Chief Executive Officer, Global Distribution and Technology | 82.3% | 98.0% | 102.7% | 93.6% |

  92. Pay Elements—Details

    (1)Company Financial/EPS Goal is weighted at 40%, Business Financial Goals and Strategic Scorecard Goals are each weighted at 30% for the 2025 HSIP (except for Mr. Bergman whose weights are 70% Company Financial/EPS Goal and 30% Strategic Scorecard Goals). Clawback Our HSIP awards (including the 2025 HSIP) are 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 HSIP cash bonus paid to the participant, if the participant engages in a competitive activity (as defined in the HSIP) 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 the payment date. In addition, the Company adopted the Dodd-Frank Policy (defined below under “Dodd Frank Policy and Incentive Compensation Recoupment (Clawback) Policy”) which applies to HSIP awards granted to our current and former executive officers, including our Named Executive Officers. In 2024, the Compensation Committee amended the Company’s Performance Incentive Plan to, among other things, rename it the Henry Schein Incentive Plan and add scenarios where payments made under the plan 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 HSIP cash bonus paid to the participant), including (i) when a determination is made by the Company that the participant engaged in conduct reasonably expected to constitute Cause (as defined in the HSIP), regardless of whether employment is terminated as a result of such determination and (ii) provide that HSIP 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 the purposes of the HSIP, “Cause” generally means (i) the participant’s commission of fraud or any felony in connection with the participant’s duties as an employee of the Company or any of its affiliates, or willful misconduct or any act of disloyalty, fraud or breach of trust or confidentiality as to the Company or any of its affiliates, or the participant’s commission of a foregoing act or the commission of any other act which causes or may be reasonably expected to cause economic or reputational injury to the Company or any of its affiliates, (ii) the participant’s termination of employment with the Company or any of its affiliates is or would be deemed to be for “Cause” under any employment agreement between the Company or any of its affiliates and the participant, or is expressly provided for under an award under the HSIP, and/or (iii) any breach by the participant of any agreement with the Company or any of its affiliates. Long-Term Equity-Based Awards The Company and the Compensation Committee believe that long-term equity-based awards are an important factor in aligning the long-term financial interest of the officers and stockholders. The Compensation Committee continually evaluates the use of equity-based awards and intends to continue to use such awards in the future as part of the design and administration of the Company’s executive compensation program. Type of Award Under the Company’s LTIP pursuant to the 2024 Stock Incentive Plan, in fiscal 2025, the Company allocated equity-based awards using a combination of:

  93. Pay Elements—Details

    | • | PSUs; and |

  94. Pay Elements—Details

    | • | RSUs. |

  95. Pay Elements—Details

    Following consultation with its independent compensation consultant and feedback from our stockholder engagements, in March 2025, the Compensation Committee approved the awards under the 2025 LTIP for Mr. Bergman consisting of 65% PSUs and 35% RSUs and our Named Executive Officers (other than Mr. Bergman) consisting of 50% PSUs and 50% RSUs, consistent with our approach in fiscal 2023 and fiscal 2024. Vesting PSUs generally vest 100% on the third anniversary of the grant date (three-year cliff vesting) with payout subject to 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)). Following a benchmarking analysis, for retention purposes and to better align with market practice, in 2025, the Compensation Committee approved an updated vesting schedule for RSUs granted in fiscal 2025 to participants below EMC (i.e., to Vice Presidents and Directors) with graded vesting of 0% on each of the first and second anniversaries of the grant date and 50% on each of the third and fourth anniversaries of the grant date. Vesting of RSUs for EMC (including the NEOs) under the 2025 LTIP remained unchanged with four-year cliff vesting. 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 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 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. Since 2023, the Company has used two performance metrics for its PSUs (a three-year cumulative EPS goal and a three-year average ROIC goal (defined as net operating profit divided by average invested capital)). In March 2025, 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 (i) determined that the continued use of the combination of three-year cumulative EPS and three-year average ROIC was appropriate for the 2025 LTIP and (ii) adjusted the weighting as a percentage the performance goals under the 2025 LTIP to be 50% three-year cumulative EPS and 50% three-year average ROIC goal as opposed to 75% three-year cumulative EPS and 25% three-year average ROIC for the 2024 LTIP. Additionally, all equity awards issued to executive officers in fiscal 2025 continued to include at least 50% performance-based vesting conditions for a percentage of the award. Mr. Bergman’s 2025 LTIP grant continued to be 65% PSUs and 35% RSUs and our Named Executive Officers’ 2025 LTIP grants (other than Mr. Bergman) were 50% PSUs and 50% RSUs, the same as the 2023 LTIP and 2024 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 and ROIC at growth rates that we believe exceed market growth for the markets in which we operate and reflect economic conditions. For fiscal 2025, the maximum payout for PSUs was 200%, the same as the 2023 LTIP and 2024 LTIP. Adjustments

  96. 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. 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 2023, 2024 and 2025, the EPS goal was adjusted for the effects during fiscal 2025 of the impact of share repurchases, completed and certain incomplete acquisitions and changes in foreign exchange rate. Accordingly, the Compensation Committee increased the three-year EPS performance goal for the PSUs granted in 2023, 2024 and 2025 by 1.0%, 1.0% and 2.0%, respectively. With respect to outstanding PSUs granted in 2023, 2024 and 2025 the actual diluted non-GAAP 2025 EPS was adjusted for cyber incident-insurance proceeds, net of third-party advisory expenses (solely with respect to PSUs granted in 2023), change in contingent consideration (solely with respect to PSUs granted in 2023), earnings generated by COVID-19 test kits (solely with respect to PSUs granted in 2023), costs associated with shareholder advisory matters (solely with respect to PSUs granted in 2023 and 2024), certain effects of remeasurement gains related to acquisition activities (solely with respect to PSUs granted in 2024 and 2025), and select value creation consulting costs. These adjustments to the EPS goals and adjustments to the EPS actual results were reviewed and approved by the Compensation Committee. Fiscal 2025 Annual LTIP Award In March 2025, consistent with the Company’s broader organizational focus on cost-management, the Compensation Committee determined it was appropriate to maintain the grant date fair value of the annual equity grants under the 2025 LTIP for the Named Executive Officers (i.e., 0% increase over fiscal 2024) as compared to the grant date fair value under the annual LTIP awards granted in fiscal 2024 (except the grant date fair value of Mr. Albertini’s 2025 LTIP increased by 60% (i.e., $600,000), in connection with his promotion effective April 1, 2025). The Compensation Committee approved the LTIP awards set forth in the table below to the Named Executive Officers in fiscal 2025. Each such grant was made on March 10, 2025 under the Company’s 2024 Stock Incentive Plan.

  97. Pay Elements—Details

    | Named Executive Officers | PSUs | RSUs | Aggregate grant date fair value of 2025 LTIP | | Stanley M. Bergman Chairman and Former Chief Executive Officer (Principal Executive Officer) | 66,893 | 36,020 | $7,764,800 | | Ronald N. South Senior Vice President, Chief Financial Officer (Principal Financial Officer) | 9,940 | 9,940 | $1,500,000 | | Mark E. Mlotek Executive Vice President and Chief Strategic Officer | 13,253 | 13,254 | $2,000,000 | | Michael S. Ettinger Executive Vice President and Chief Operating Officer | 13,253 | 13,254 | $2,000,000 | | Andrea Albertini Chief Executive Officer, Global Distribution and Technology | 10,603 | 10,603 | $1,600,000 |

  98. Pay Elements—Details

    Under the 2025 LTIP, PSUs granted to Named Executive Officers 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 2025 and March 2026 In March 2025, PSUs granted under the LTIP during the fiscal year ended December 31, 2022 (“2022 LTIP”) 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 cyber incident in October 2023, 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). In March 2026, PSUs granted under the LTIP during the fiscal 2023 (“2023 LTIP”) to the Named Executive Officers (including Mr. Bergman) vested. With respect to the 2023 LTIP PSUs, the Compensation Committee set the three-year cumulative EPS (weighted at 75% of the total 2023 LTIP) at $17.19 and the three-year average ROIC goal (weighted at 25% of the total 2023 LTIP) at a range of 12-14%, 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 EPS 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 2023 LTIP PSUs, the three-year cumulative EPS 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. For the 2023 LTIP PSUs, the three-year cumulative actual diluted non-GAAP EPS was adjusted to account for the impact of cyber incident-insurance proceeds, net of third-party advisory expenses, impairment of capitalized assets, change in contingent consideration, earnings generated by COVID-19 test kits, costs associated with shareholder advisory matters and select value creation consulting costs. The three-year cumulative EPS goal for the 2023 LTIP PSUs was $16.89 (as adjusted) and the actual three-year cumulative EPS was $13.36 (as adjusted). These adjustments were reviewed and approved by the Compensation Committee. Such awards vested with an achievement of 79.1% of the EPS performance goal and a payout equal to 0% for that portion of the 2023 PSU award. The main factors in the 0% payout were volatility in earnings during the 2023-2025 performance period, primarily driven by the cyber incident that occurred in October 2023 and broader economic factors. The three-year average ROIC goal for the 2023 LTIP PSUs was a range of 12-14% and the actual three-year average ROIC goal was 11.4% (as adjusted). These adjustments were reviewed and approved by the Compensation Committee. Such awards vested with an achievement of 95.3% of the ROIC goal and a payout awarded in shares of Company common stock equal to 85.9% for that portion of the 2023 PSU award. Based on the three-year cumulative EPS goal (weighted at 75% of the total 2023 PSU award) achieving a payout of 0% and the three-year average ROIC goal (weighted at 25% of the total 2023 PSU award) achieving a payout of 85.9%, the resulting total payout for the 2023 PSUs was 21.5%. The Compensation Committee reviewed the performance of the Company and the resulting payout and determined no adjustments would be made to the 21.5% payout for any recipient of 2023 PSUs (including the Named Executive Officers). Benefits and Perquisites The Company’s executive compensation program also includes benefits and perquisites. Consistent with the Company’s broader organizational focus on cost-management, in December 2024, the Compensation Committee lowered the limit on matching contributions under the 401(k) Plan from 7% to 5%, and amended the 401(k) Plan to provide that matching contributions will be calculated with respect to a full Plan year (rather than quarterly) and to require that an otherwise eligible participant be employed by a participating employer on the last Friday of a Plan year in order to be eligible for a matching contribution with respect to such Plan year. In December 2024, the Compensation Committee also set the contribution percentage under the Company’s Supplemental Executive Retirement Plan (“SERP”) at 0% effective January 1, 2025, effectively suspending the contributions consistent with the Company’s broader organizational focus on cost-management. On November 17, 2025, the Compensation Committee lifted the suspension and approved a contribution percentage of base salary equal to the same percentage of Company match that is provided to participants under the 401(k) Plan (i.e., currently 5%) beginning January 1, 2026 (compared to a 7% contribution in fiscal 2024, reflecting the Company’s continued focus on cost-management). Therefore, the SERP contribution for the 2024 plan year was deposited in September 2025 but due to the suspension for the 2025 plan year, there will not be a contribution in 2026 for the 2025 plan year. For fiscal 2025, benefits also included 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.

  99. 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., HSIP) and our equity-based awards (i.e., 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.

  100. 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 or other equipment and products. 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, gross profit and number of employees. Based on such analysis and with the assistance of the Compensation Committee’s independent compensation consultant, Pearl Meyer, in September 2024, the Compensation Committee decided to make no changes to the peer group of companies to be used for benchmarking when designing the Company’s compensation program for fiscal 2025 (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) versus those peer group of companies used when designing the Company’s compensation for fiscal 2024. The fiscal 2025 peer group includes the following companies: Avantor, Inc.; Baxter International Inc.; Cardinal Health, Inc.; Cencora, Inc. (formerly AmerisourceBergen Corporation); 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.; W.W. Grainger, Inc. and WESCO International, Inc. The Company ranks near the median of the peer companies in revenues, gross profit and equity market capitalization value. 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 which is also used for benchmarking executive officer compensation. 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.

  101. 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 agreement ended on March 1, 2026 when Mr. Bergman retired as the Company’s CEO) (which includes a change in control provision) and we have had change in control agreements with certain executive officers (including Messrs. Mlotek and Ettinger). Additionally, in 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 and Mr. Albertini). 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-related expenses). In addition, effective as of April 10, 2025, the Compensation Committee approved the adoption of the Henry Schein, Inc. Executive Severance Plan (the “Executive Severance Plan”) which provides eligible executives, including the Named Executive Officers, with severance benefits if their employment is terminated under certain qualifying circumstances. (See “Employment Agreement and Post Termination and Change in Control Arrangements” under “Executive and Director Compensation” for a discussion of the Executive Severance Plan). At the time the Executive Severance Plan was adopted, the CIC Plan was amended to provide for coordination of benefits with the Executive Severance Plan and any other severance arrangements.

  102. 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 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 34 to 36 of this proxy statement and apply to all participants who receive those compensation awards.

  103. 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. In March 2026, pursuant to Mr. Lowery’s employment agreement, he was granted (i) a sign-on equity award consisting of RSUs and (ii) an annual equity award consisting of RSUs (25% of the total award), PSUs (25% of the total award) and options (50% of the total award). In March 2026, all other executive officers were granted 50% RSUs and 50% PSUs. 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, except the grant date of Mr. Lowery’s sign-on equity award was the date he commenced employment as CEO), 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 information is not based on affecting the value of executive compensation.

  104. 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 (granted in fiscal 2021, fiscal 2022 and, solely with respect to Mr. Lowery, fiscal 2026), the fair value is based on the Black-Scholes value of the stock options. Equity grants made in fiscal 2023, fiscal 2024 and fiscal 2025 consisted of performance-based restricted stock units and time-based 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.

  105. Summary Compensation Table for Fiscal 2025, Fiscal 2024 and Fiscal 2023(1)

    Summary Compensation Table for Fiscal 2025, Fiscal 2024 and Fiscal 2023(1)

  106. Summary Compensation Table for Fiscal 2025, Fiscal 2024 and Fiscal 2023(1)

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(2) ($) | Option Awards ($) | Non-Equity Incentive Plan Compen-sation(3) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Stanley M. Bergman Chairman and Former Chief Executive Officer (Principal Executive Officer) | 2025 2024 2023 | $1,707,000 $1,690,575 $1,625,335 | $0 $0 $0 | $7,764,800 $7,764,800 $7,395,000 | $0 $0 $0 | $2,289,251 $1,813,756 $643,652 | $0 $0 $0 | $252,864(4) $371,141 $341,742 | $12,013,915 $11,640,272 $10,005,729 | | Ronald N. South Senior Vice President, Chief Financial Officer (Principal Financial Officer) | 2025 2024 2023 | $640,000 $627,950 $586,038 | $0 $0 $0 | $1,500,000 $1,500,000 $1,350,000 | $0 $0 $0 | $509,166 $517,540 $363,012 | $0 $0 $0 | $28,130(5) $53,700 $52,026 | $2,677,296 $2,699,190 $2,351,076 | | Mark E. Mlotek Executive Vice President and Chief Strategic Officer | 2025 2024 2023 | $750,000 $736,250 $688,242 | $0 $0 $0 | $2,000,000 $2,000,000 $1,870,000 | $0 $0 | $901,039 $768,489 $597,065 | $0 $0 $0 | $36,532(5) $70,671 $61,917 | $3,687,571 $3,575,410 $3,217,224 | | Michael S. Ettinger Executive Vice President and Chief Operating Officer | 2025 2024 2023 | $750,000 $731,850 $670,804 | $0 $0 $0 | $2,000,000 $2,000,000 $1,792,000 | $0 $0 | $653,355 $669,575 $447,982 | $0 $0 $0 | $29,872(5) $67,295 $57,766 | $3,433,227 $3,468,720 $2,968,552 | | Andrea Albertini Chief Executive Officer, Global Distribution and Technology | 2025 | $712,500 | $375,000(6) | $1,600,000 | $0 | $561,660 | $0 | $118,0365,(7) | $3,367,196 |

  107. Summary Compensation Table for Fiscal 2025, Fiscal 2024 and Fiscal 2023(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 2025. The amounts they deferred in fiscal 2025 are set forth in the Nonqualified Deferred Compensation for Fiscal 2025 table on page 59 of this proxy statement. (2) These amounts include RSUs and PSUs granted to Named Executive Officers on March 10, 2025. 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 27, 2025, as filed with the SEC on February 24, 2026. (3) Represents annual incentive compensation (i.e., performance-based 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. (4) Includes the following: (i) $17,500 matching contribution under 401(k) Plan account; (ii) $19,776 in excess life insurance premiums; (iii) $1,282 in excess business travel insurance; (iv) $45,084 in personal commuting expenses for use of the Company’s car service; (v) $163,722 for the cost of providing administrative services to Mr. Bergman; (vi) $500 for the cost of providing telephone services and (vii) $5,000 services award payment for 45 years of service with the Company. Pursuant to his employment agreement, Mr. Bergman may require the Company to provide an automobile for his use, however, during fiscal 2025, Mr. Bergman opted not to use a Company-provided automobile. (5) For each of Messrs. South, Mlotek, Ettinger and Albertini includes the following: (i) $17,500 in matching contribution under 401(k) Plan account; (ii) $492 in excess business travel insurance and (iii) $10,138, $18,540, $11,880 and $6,966, respectively, in excess life insurance premiums. (6) Represents a relocation bonus in the amount of $375,000 under Mr. Albertini’s employment agreement (payable $31,250 per month beginning in September 2023 and continuing for 48 months). (7) Includes $5,958 for costs related to spousal attendance at a business sales trip. In connection with Mr. Albertini’s promotion in fiscal 2023, he became entitled to reimbursement of certain relocation-related expenses incurred in his move from Italy to the United States, including reimbursement for up to three home visits for Mr. Albertini, his spouse and his child per year through 2027 ($70,471 for fiscal 2025 reflecting the cost of commercial airfare for Mr. Albertini, his spouse and his child), reimbursement of fees for tax preparation related to his relocation ($1,675 for fiscal 2025) and certain legal and advisory services relating to his relocation ($5,921 for fiscal 2025), of which $13,792 is a tax gross-up for relocation-related expenses. Mr. Albertini’s All Other Compensation also includes the amount of incremental cost to the Company under SEC rules related to Mr. Albertini’s personal travel in fiscal 2025 ($9,053 for fiscal 2025).

  108. 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. Participants may direct the investment of their SERP accounts among hypothetical investments that are based on the investment allocations available under the Company’s 401(k) Plan, 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. Consistent with the Company’s broader organizational focus on cost-management, in December 2024, the Compensation Committee suspended contributions for the SERP effective January 1, 2025, resulting in no contribution in 2026 for the 2025 plan year. On November 17, 2025, the Compensation Committee lifted the suspension and approved a contribution percentage of base salary equal to the same percentage of Company match that is provided to participants under the Company’s 401(k) Plan (i.e., currently 5%), beginning January 1, 2026. 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. Participants may direct the investment of their deferred accounts among hypothetical investments that are based on the investment allocations available under the Company’s 401(k) Plan, with the exception of the Company Stock Fund. 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.

  109. Employment Agreement with Stanley M. Bergman

    Employment Agreement with Stanley M. Bergman The Company and Mr. Bergman are parties to an amended and restated employment agreement effective as of November 28, 2022, as amended on December 23, 2025. The following summary describes Mr. Bergman’s employment agreement, as amended. The employment agreement provided for Mr. Bergman’s continued employment as our Chairman of the Board of Directors and Chief Executive Officer until December 31, 2025 (which was extended to March 1, 2026 in accordance with the December 2025 amendment). The employment agreement set Mr. Bergman’s annual base salary at $1,582,000, subject to increase from time to time. His base salary for fiscal 2025, effective April 1, 2025, was $1,707,000. In addition, his employment agreement provided that the Compensation Committee would establish a target annual incentive compensation opportunity for Mr. Bergman tied to a percentage of base salary determined based on the achievement of performance goals. The December 2025 amendment provided that Mr. Bergman’s base salary and target annual incentive opportunity would remain at the levels and on the terms in effect as of December 31, 2025, and for the limited extension period ending March 1, 2026, with any annual incentive compensation for such period prorated based on the number of days in the extension period. The employment agreement provided that, beginning in 2023, the Company would grant Mr. Bergman annual equity or equity-based compensation awards under the Company’s 2024 Stock Incentive Plan that would bring the target grant date fair value of such awards to an amount which would result in both (i) Mr. Bergman’s target long-term incentive compensation award equaling not less than the median of the Company’s peer group (as selected by the Compensation Committee using good faith discretion after consultation with Mr. Bergman) and (ii) Mr. Bergman’s target total direct compensation (e.g., Mr. Bergman’s base salary, target annual cash incentive compensation and target grant date fair value long-term incentive compensation) equaling not less than the 50th percentile of the Company’s peer group. The awards granted to Mr. Bergman were required to be generally in the same form as equity or equity-based awards granted to other senior executive officers of the Company, but no more than 25% of such awards granted to Mr. Bergman could be in the form of stock options. It also provided that Mr. Bergman would be entitled to participate in all benefit, welfare, perquisite, equity or similar plans, policies and programs generally available to our senior executive officers. Pursuant to his employment agreement, if Mr. Bergman’s employment with us was terminated (i) by us without cause, (ii) by Mr. Bergman for good reason or (iii) as a result of his death or disability, Mr. Bergman would receive (a) all amounts then owed to him as salary, (b) the incentive compensation due to Mr. Bergman, if any, for the last full fiscal year prior to termination (if not previously paid), (c) a pro rata portion of the incentive compensation payable for the year of termination (based on actual achievement of performance goals), (d) accrued and unpaid vacation pay and (e) all amounts or benefits accrued and owed to him or his beneficiaries under the then applicable benefit plans, programs and policies of the Company, with the amounts described under clauses (b) and (c) above payable subject to Mr. Bergman (or, in the event of his death, his heirs or estate) executing and not revoking a general release of claims (“Release Requirement”). In the event of Mr. Bergman’s death, these amounts would be paid to Mr. Bergman’s heirs or estate. In addition, in the event Mr. Bergman’s employment was terminated for the reasons above, other than due to death, Mr. Bergman would receive, as severance pay, subject to the Release Requirement, a lump sum equal to 200% of his then annual base salary plus 200% of his average annual incentive compensation paid or payable with respect to the immediately preceding three fiscal years (provided that, in the event Mr. Bergman’s employment is terminated following the end of the most recently completed fiscal year but prior to the payment of the annual incentive compensation for such year, solely for purposes of calculating this severance amount, the annual incentive compensation for the most recent fiscal year shall be the higher of target level of achievement and actual level of achievement), and a payment equal to the account balance or accrued benefit Mr. Bergman would have been credited with under each retirement plan maintained by us if we had continued contributions until the end of the year of the termination, less his vested account balance or accrued benefits under each retirement plan. No cash severance payments will be made in the event of the Company’s non-renewal of the term under the employment agreement. Mr. Bergman’s employment agreement provided that, for equity-based awards granted after November 28, 2022, certain terminations of Mr. Bergman’s employment with the Company would result in the acceleration of vesting or continuation of vesting of such awards outstanding at the time of Mr. Bergman’s termination, as summarized below:

  110. Employment Agreement with Stanley M. Bergman

    | • | In the case Mr. Bergman’s termination is due to his death or disability, (i) all outstanding option awards not then vested will fully vest, and will remain exercisable for 12 months, but not later than the applicable term of the option, (ii) all other outstanding awards that vest based on continued employment or other service will fully vest based on the date of termination and (iii) all other outstanding awards that vest based on the achievement of the applicable performance goals will vest pursuant to the applicable vesting schedule, subject to actual performance over the performance period without proration. |

  111. Employment Agreement with Stanley M. Bergman

    | • | In the case Mr. Bergman’s termination is by the Company without cause, his resignation for good reason, his retirement or if his employment term is not renewed by the Company, in each case, not in connection with a change in control: (i) all outstanding option awards not then vested would continue to vest pursuant to the applicable vesting schedule, and will remain exercisable for the remainder of the applicable term of the option, (ii) all other outstanding awards that vest based on continued employment would vest as to a pro-rata portion on the date of such termination and based on the number of days elapsed in the vesting period, |

  112. Employment Agreement with Stanley M. Bergman

    | with the remainder of such awards continuing to vest pursuant to the applicable vesting schedule and (iii) all other outstanding awards that vest based on the achievement of the applicable performance goals would continue to vest pursuant to the applicable vesting schedule, subject to actual performance over the performance period, without proration. |

  113. Employment Agreement with Stanley M. Bergman

    If Mr. Bergman’s employment is terminated for any reason other than for cause or due to his death, subject to the Release Requirement, Mr. Bergman shall also be entitled to an office comparable to that used by him prior to termination and related office support, including the services of one executive assistant until the last day of the second calendar year following his termination and, due to the deferred compensation rules under Section 409A of the Code, Mr. Bergman would receive a cash payment in lieu of office support benefits for the period from the last day of the second calendar year following his termination until the third anniversary of his termination. In addition, if Mr. Bergman’s employment was terminated for any reason other than for cause or due to his death, subject to the Release Requirement, Mr. Bergman would be entitled to use of the Company’s car service and, at Mr. Bergman’s option, use of an automobile for a period of two years following his termination. In consideration of Mr. Bergman’s long tenure with, and contributions to, the Company, in the event of Mr. Bergman’s retirement, and subject to the Release Requirement (as defined below), Mr. Bergman would be entitled to receive (i) the incentive compensation due to Mr. Bergman, if any, for the last full fiscal year prior to termination (if not previously paid) and (ii) a pro rata portion of the annual incentive compensation payable for the year of termination (based on actual achievement of performance goals). Retirement means that Mr. Bergman’s employment with the Company terminates and either (i) Mr. Bergman and the Board of Directors mutually agree on Mr. Bergman’s retirement and the date thereof or (ii) subject to the Board of Directors’ approval, Mr. Bergman provides at least six (6) months advance notice of his intention to retire. Mr. Bergman retired from the Company as CEO, effective March 1, 2026. If Mr. Bergman resigned within two years following a change in control of the Company for good reason or if Mr. Bergman’s employment is terminated without cause within two years following a change in control or during a specified period in advance of a change in control, Mr. Bergman would have received, as severance pay and subject to the Release Requirement, in lieu of the foregoing, a pro rata portion of the annual incentive compensation payable for the year of termination (based on actual achievement of performance goals), 300% of his then annual base salary plus 300% of Mr. Bergman’s incentive compensation paid or payable with respect to whichever of the immediately preceding two fiscal years of the Company ending prior to the date of termination was higher, and a payment equal to the account balance or accrued benefit Mr. Bergman would have been credited with under each retirement plan maintained by us if we had continued contributions thereunder until the end of the year of the termination, less Mr. Bergman’s vested account balance or accrued benefits under each retirement plan upon a change in control. If Mr. Bergman’s employment was terminated (i) by the Company without cause, by Mr. Bergman for good reason, due to Mr. Bergman’s retirement, or due to the Company choosing not to renew his employment term, in each case, within two years following a change in control of the Company or (ii) by the Company without cause during a specified period in advance of a Change in Control, then, subject to the Release Requirement, all unvested outstanding options, restricted stock units and shares of restricted stock would have become fully vested (with any performance-vesting restricted stock units and shares of restricted stock vesting at the target level of performance) on the later of the date of the change in control of the Company and termination of Mr. Bergman’s employment, and all outstanding options would have remained exercisable for three months (except in the case of retirement, in which case such awards would remain exercisable for the remainder of the option term). In the event Mr. Bergman’s employment was terminated for any reason other than for cause or due to his death following a change in control, subject to the Release Requirement, Mr. Bergman would have also be entitled to an office comparable to that used by him prior to termination and related office support, including the services of one executive assistant until the last day of the second calendar year following his termination, and due to the deferred compensation rules under Section 409A of the Code, Mr. Bergman would have received a cash payment in lieu of office support benefits for the period from the last day of the second calendar year following his termination until the fourth anniversary of his termination. In addition, in the event Mr. Bergman’s employment was terminated by us without cause Mr. Bergman resigned for good reason or his employment term was not renewed following a change in control, subject to the Release Requirement, Mr. Bergman would have been entitled to use of the Company’s car service and, at Mr. Bergman’s option, use of an automobile until the last day of the second calendar year following his termination, and due to the deferred compensation rules under Section 409A of the Code, Mr. Bergman would have received a cash payment in lieu of the transportation benefit for the period from the last day of the second calendar year following his termination until the third anniversary of his termination. If any amounts owed to Mr. Bergman in connection with a change in control of the Company would have been subject to the excise tax imposed by Section 4999 of the Code, we would cut-back such amounts to a safe harbor limit so that the excise tax is not triggered, unless the net after-tax value of the amounts due to Mr. Bergman after imposition of the excise tax would be greater absent the cut-back (in which case no reduction would occur). Unless his employment agreement was terminated for cause, subject to the Release Requirement, we would have continued the participation of Mr. Bergman and his spouse in the health and medical plans, policies and programs in effect with respect to our senior executive officers and their families after the termination or expiration of his employment agreement, with coverage for Mr. Bergman and his spouse continuing until their respective deaths which may be reduced by any health and medical benefits that Mr. Bergman and his spouse become eligible to receive under any health and medical benefit plans of any subsequent employer. Such health and medical coverage may be provided pursuant to a fully-insured replacement policy or annual cash payments to obtain a replacement policy.

  114. Employment Agreement with Stanley M. Bergman

    Mr. Bergman is subject to restrictive covenants, including non-solicitation, non-diversion and non-compete provisions, while he is employed by us and for specified periods of time thereafter. Pursuant to such provisions in his employment agreement, Mr. Bergman shall not, directly or indirectly, engage in any activity competitive with the Company’s business or recruit, solicit or induce (or attempt to recruit, solicit or induce) any employee of, or consultant to, the Company or any of its affiliates to terminate their employment with the Company or any of its affiliates, or divert (or attempt to divert) any person or entity from doing business with the Company or any of its Affiliates or induce (or attempt to induce) any person or entity from ceasing to be a customer or other business partner of the Company or any of its affiliates, during Mr. Bergman’s employment term and (i) for one year thereafter if his employment is terminated (a) by us without cause, (b) by Mr. Bergman for good reason, (c) due to the Company choosing not to renew his employment term or (d) as a result of his disability or (ii) until the later of (a) the second anniversary of the expiration of his employment term and (b) his termination date if such termination is by us for cause or due to Mr. Bergman terminating his employment by giving 180 days’ notice. We may, at our option, extend the initial one-year term of the non-compete described by clause (i) above for an additional year if we provide Mr. Bergman notice of such extension no later than 180 days prior to expiration of the term and we pay Mr. Bergman his annual base salary in effect on his date of termination. Mr. Bergman is also subject to confidentiality provisions.

  115. Named Executive Officers Other than Stanley M. Bergman

    | • | pro-rata acceleration of vesting of outstanding equity awards based on service period prior to termination (subject to actual performance for performance-based awards); |

  116. Grants of Plan-Based Awards for Fiscal 2025

    Grants of Plan-Based Awards for Fiscal 2025

  117. Grants of Plan-Based Awards for Fiscal 2025

    | 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 ($) | Maximum(2) ($) | Threshold (#) | Target (#) | Maxi- mum (#) | | | | | | Stanley M. Bergman Chairman and Former Chief Executive Officer (Principal Executive Officer) | HSIP PSU/RSU SO | n/a 3/10/2025 n/a | $0 | $2,564,700 | $4,475,402 | 0 | 66,893 | 133,786 | 36,020 | 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 3/10/2025 n/a | $25,425 | $565,000 | $947,788 | 0 | 9,940 | 19,880 | 9,940 | 0 | n/a | $1,500,000 n/a | | Mark E. Mlotek Executive Vice President and Chief Strategic Officer | HSIP PSU/RSU SO | n/a 3/10/2025 n/a | $34,875 | $775,000 | $1,300,063 | 0 | 13,253 | 26,506 | 13,254 | 0 | n/a | $2,000,000 n/a | | Michael S. Ettinger Executive Vice President and Chief Operating Officer | HSIP PSU/RSU SO | n/a 3/10/2025 n/a | $32,625 | $725,000 | $1,216,188 | 0 | 13,253 | 26,506 | 13,254 | 0 | n/a | $2,000,000 n/a | | Andrea Albertini Chief Executive Officer, Global Distribution and Technology | HSIP PSU/RSU SO | n/a 3/10/2025 n/a | $0 | $600,000 | $1,031,250 | 0 | 10,603 | 21,206 | 10,603 | 0 | n/a | $1,600,000 n/a |

  118. Grants of Plan-Based Awards for Fiscal 2025

    (1)“HSIP” means annual incentive compensation (i.e., bonus) paid under the 2025 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 125% to 200% for the Business Financial 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 2025 LTIP awards of performance-based restricted stock is 200%. (4)These amounts include awards of RSUs granted to the Named Executive Officers on March 10, 2025, each with four-year cliff vesting.

  119. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End

  120. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name and Principal Position | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underly- ing Unexercis- ed Unearned Options(1) (#) | Option Exercise Price ($) | Option Expiration Date(2) | Number of Shares or Units of Stock That Have Not Vested(3) (#) | Market Value of Shares or Units of Stock That Have Not Vested(4) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(5) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(4) ($) | | Stanley M. Bergman Chairman and Former Chief Executive Officer (Principal Executive Officer) | 89,510 29,579 | 0 0 | n/a n/a | $62.71 $86.27 | 03/03/2031 03/16/2032 | 113,907 | $8,671,740 | 82,760 | $6,300,519 | | Ronald N. South Senior Vice President and Chief Financial Officer (Principal Financial Officer) | 3,727 14,896 | 0 0 | n/a n/a | $62.71 $86.27 | 03/03/2031 03/16/2032 | 40,246 | $3,063,928 | 12,251 | $932,669 | | Mark E. Mlotek Executive Vice President and Chief Strategic Officer | 35,798 13,780 | 0 0 | n/a n/a | $62.71 $86.27 | 03/03/2031 03/16/2032 | 49,378 | $3,759,147 | 16,431 | $1,250,892 | | Michael S. Ettinger Executive Vice President and Chief Operating Officer | 31,952 11,545 | 0 0 | n/a n/a | $62.71 $86.27 | 03/03/2031 03/16/2032 | 47,137 | $3,588,540 | 16,324 | $1,242,746 | | Andrea Albertini Chief Executive Officer, Global Distribution and Technology | 2,426 9,103 4,469 | 0 0 0 | n/a n/a n/a | $62.71 $75.68 $86.27 | 03/03/2031 12/10/2031 03/16/2032 | 30,760 | $2,341,759 | 12,286 | $935,333 |

  121. Outstanding Equity Awards at 2025 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 $76.13 of the Company’s common stock on December 26, 2025, the last trading day in fiscal 2025. (5) Represents the number of performance-based restricted stock units granted in 2023, 2024 and 2025 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 2025 but excludes performance-based restricted stock units that were forfeited under the 2023 LTIP when such PSUs vested in March 2026 and we estimate will be forfeited under the 2024 LTIP and 2025 LTIP.

  122. Option Exercises and Stock Vested for Fiscal 2025

    Option Exercises and Stock Vested for Fiscal 2025

  123. Option Exercises and Stock Vested for Fiscal 2025

    | | 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 Former Chief Executive Officer (Principal Executive Officer) | 0 | $0 | 36,184 | $2,562,189 | | Ronald N. South Senior Vice President and Chief Financial Officer (Principal Financial Officer) | 0 | $0 | 4,019 | $284,585 | | Mark E. Mlotek Executive Vice President and Chief Strategic Officer | 0 | $0 | 14,471 | $1,024,692 | | Michael S. Ettinger Executive Vice President and Chief Operating Officer | 0 | $0 | 12,917 | $914,653 | | Andrea Albertini Chief Executive Officer, Global Distribution and Technology | 0 | $0 | 6,581 | $486,103 |

  124. Option Exercises and Stock Vested for Fiscal 2025

    (1) For each Named Executive Officer such amount includes RSUs (four-year cliff vesting) granted on March 3, 2021. The performance factor for the PSUs granted on March 16, 2022 which vested on March 14, 2025 (actual vesting date was Sunday, March 16, 2025 so they vested on the prior business day), resulted in a 0% payout so no shares were issued upon the vesting of such award. (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 3, 2025 was $70.81.

  125. Nonqualified Deferred Compensation for Fiscal 2025

    Nonqualified Deferred Compensation for Fiscal 2025 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.)

  126. Nonqualified Deferred Compensation for Fiscal 2025

    | Name and Principal Position | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year(1) ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | Stanley M. Bergman Chairman and Former Chief Executive Officer (Principal Executive Officer) | $0 | $95,252 | $784,406 | $0 | $6,326,652 | | Ronald N. South Senior Vice President and Chief Financial Officer (Principal Financial Officer) | $0 | $20,892 | $26,011 | $0 | $217,485 | | Mark E. Mlotek Executive Vice President and Chief Strategic Officer | $0 | $28,463 | $173,080 | $0 | $1,665,652 | | Michael S. Ettinger Executive Vice President and Chief Operating Officer | $0 | $28,132 | $128,419 | $0 | $1,058,279 | | Andrea Albertini Chief Executive Officer, Global Distribution and Technology | $0 | $22,365 | $534 | $0 | $22,899 |

  127. Nonqualified Deferred Compensation for Fiscal 2025

    (1) Amounts represent Company-paid SERP contributions earned by SERP participants in fiscal 2024, but which were not funded or contributed until fiscal 2025. Such amounts were previously reported in the “All Other Compensation” column of the Summary Compensation Table for fiscal 2024 and became funded and contributed in accordance with the SERP in fiscal 2025. The amounts reported in the Summary Compensation Table for fiscal 2025 represent Company-paid SERP contributions for fiscal 2025 earned by SERP participants in fiscal 2025, but which have not yet been funded or contributed. 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.)

  128. Nonqualified Deferred Compensation for Fiscal 2025

    | 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 Former Chief Executive Officer (Principal Executive Officer) | $880,189 | $0 | $710,041 | $0 | $6,060,921 | | 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 | $926,475 | $74,628 | $7,179,238 | | Michael S. Ettinger Executive Vice President and Chief Operating Officer | $70,979 | $0 | $251,600 | $0 | $1,827,724 | | Andrea Albertini Chief Executive Officer, Global Distribution and Technology | n/a | n/a | n/a | n/a | n/a |

  129. 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. We have used the same median employee for each of the last three fiscal years. Accordingly, we have re-identified our median employee for fiscal 2025, rather than using the same median employee used in preparing our fiscal 2024 CEO Pay Ratio disclosure. The CEO Pay Ratio disclosure is for Mr. Bergman who was our CEO for fiscal 2025. Mr. Bergman retired as the Company’s CEO, effective March 1, 2026. To determine our median employee, we utilized data as of October 1, 2025 (the “Determination Date”). We excluded 1,050 employees from the following five countries/territories, which represents approximately 4.8% of the Company’s total employee population: Chile, China, Iberia (i.e., Spain and Portugal), Mexico and Thailand. For purposes of determining this exclusion, the Company had approximately 10,200 U.S. employees and approximately 11,600 non-U.S. employees as of the Determination Date.

  130. CEO Pay Ratio

    | Country/Territory | Approximate Number of Employees | Approximate Percentage of Total Population | | Chile | 23 | 0.11% | | China | 481 | 2.21% | | Iberia (i.e., Spain and Portugal) | 370 | 1.70% | | Mexico | 20 | 0.09% | | Thailand | 156 | 0.72% |

  131. CEO Pay Ratio

    We then examined the 2025 total annual cash compensation, including base salary, overtime, bonus and commission for all individuals, excluding Mr. Bergman, 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 2025 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, 2025 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 Mr. Bergman 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 Mr. Bergman 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 2025 was $78,954. Mr. Bergman’s total annual compensation (including health and welfare benefits and employer retirement contributions) in fiscal 2025 was $12,030,340. Therefore, for fiscal 2025, the ratio of CEO pay to median employee pay was 152:1.

  132. 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 2025. 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 26 of this proxy statement.

  133. Pay Versus Performance Table

    Pay Versus Performance Table

  134. 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 | | 2025 | $12,013,915 | $9,776,672 | $3,291,323 | $3,014,275 | $116 | $144 | $419 | $4.97 | | 2024 | $11,640,272 | $7,852,214 | $3,193,394 | $2,322,504 | $107 | $126 | $398 | $4.74 | | 2023 | $10,005,729 | $4,941,292 | $2,807,442 | $1,705,337 | $115 | $122 | $436 | $4.50 | | 2022 | $8,255,135 | $9,962,917 | $2,945,446 | $3,402,202 | $121 | $120 | $566 | $5.38 | | 2021 | $10,786,180 | $28,293,056 | $3,854,485 | $7,569,084 | $114 | $124 | $660 | $5.05 |

  135. 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 26, 2020, the final trading day of the Company’s fiscal year ended December 26, 2020 (“fiscal 2020”); 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 27, 2025, as filed with the SEC on February 24, 2026. 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.

  136. Pay Versus Performance Table

    | | 2021 | 2022 | 2023 | 2024 | 2025 | | GAAP diluted EPS from continuing operations attributable to Henry Schein, Inc. | | | | | | | | $4.45 | $3.91 | $3.16 | $3.05 | $3.27 | | Non-GAAP Adjustments, net of tax and attribution to noncontrolling interests: | | | | | | | Restructuring and integration costs | $0.03 | $0.74 | $0.40 | $0.62 | $0.59 | | Acquisition intangible amortization | Excluded | Excluded | $0.70 | $0.88 | $0.90 | | Litigation settlements | $0.08 | - | - | $0.03 | $0.03 | | Cybersecurity Incident-insurance proceeds, net of third-party advisory expenses | - | - | $0.06 | $(0.18) | $(0.12) | | Impairment of intangible assets | Excluded | $0.16 | $0.04 | - | $0.10 | | Impairment of capitalized assets | - | - | $0.14 | $0.05 | - | | Change in contingent consideration | - | - | - | $0.28 | $0.02 | | Costs associated with shareholder advisory matters and select value creation consulting costs | - | - | - | $0.01 | $0.22 | | Gain on sale of equity investments | $(0.05) | | | | | | Non-GAAP diluted EPS attributable to Henry Schein, Inc., as presented | $4.51 | $4.81 | $4.50 | $4.74 | $4.97 | | Reconciling items to present non-GAAP diluted EPS attributable to Henry Schein, Inc. on a consistent basis: | | | | | | | Acquisition intangible amortization | $0.54 | $0.57 | - | - | - | | Non-GAAP diluted EPS attributable to Henry Schein, Inc., on a consistent basis 1 | $5.05 | $5.38 | $4.50 | $4.74 | $4.97 |

  137. 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 2021 and fiscal 2022 to be consistent with the calculation of non-GAAP diluted EPS used in fiscal 2023, fiscal 2024 and fiscal 2025.

  138. 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 2021 through 2025. The following chart sets forth the relationship between PEO CAP, the average of other NEOs CAP and our net income during fiscal years 2021 through 2025. The following chart sets forth the relationship between PEO CAP, the average of other NEOs CAP and our TSR during fiscal years 2021 through 2025 versus the Dow Jones U.S. Health Care Index.

  139. Director Compensation for Fiscal 2025

    Director Compensation for Fiscal 2025

  140. Director Compensation for Fiscal 2025

    | 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 | $130,800 | $200,000 | $0 | $0 | $0 | $0 | $330,800 | | William K. “Dan” Daniel | $75,288 | $200,000 | $0 | $0 | $0 | $0 | $275,288 | | Deborah Derby | $166,200 | $200,000 | $0 | $0 | n/a | $0 | $366,200 | | Carole T. Faig | $117,600 | $200,000 | $0 | $0 | n/a | $0 | $317,600 | | Joseph L. Herring | $154,600 | $200,000 | $0 | $0 | n/a | $0 | $354,600 | | Robert J. Hombach | $101,578 | $200,000 | $0 | $0 | n/a | $0 | $301,578 | | Kurt P. Kuehn | $151,400 | $200,000 | $0 | $0 | n/a | $0 | $351,400 | | Philip A. Laskawy | $194,600 | $200,000 | $0 | $0 | $0 | $0 | $394,600 | | Max Lin(6) | $98,934 | $0 | $0 | $0 | $0 | $0 | $98,934 | | Anne H. Margulies | $124,200 | $200,000 | $0 | $0 | $0 | $0 | $324,200 | | Carol Raphael (former director(7)) | $53,035 | $200,000 | $0 | $0 | n/a | $37,500(8) | $290,535 | | Scott P. Serota | $126,400 | $200,000 | $0 | $0 | n/a | $0 | $326,400 | | Bradley T. Sheares, Ph.D. | $172,200 | $200,000 | $0 | $0 | n/a | $0 | $372,200 | | Reed V. Tuckson, M.D., FACP | $108,800 | $200,000 | $0 | $0 | n/a | $0 | $308,800 |

  141. Director Compensation for Fiscal 2025

    (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 27, 2025, as filed with the SEC on February 24, 2026. 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 2025 year end, each non-employee director had 2,844 restricted stock units (except Mr. Daniel who had 2,849 restricted stock units and Mr. Lin and our former director Ms. Raphael who each had no restricted stock units). With respect to the aggregate number of restricted stock units that vested but, per the director’s election, the payment date has been deferred, as of December 27, 2025, Ms. Derby had 9,672 restricted stock units, Ms. Faig had 2,604 restricted stock units, Mr. Kuehn had 11,843 restricted stock units, Mr. Laskawy had 21,961 restricted stock units, Ms. Margulies had 4,917 restricted stock units and Dr. Sheares had 36,833 restricted stock units. As of December 27, 2025, Ms. Raphael, Messrs. Ali, Daniel, Herring, Hombach, Lin and Serota and Dr. Tuckson 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 2025. 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 2025. (6) Mr. Lin is a Partner at Kohlberg Kravis Roberts & Co. L.P. In accordance with the terms of his arrangement with KKR, Mr. Lin has assigned all of his rights to receive any cash compensation for his service as a director to KKR and receives no equity awards for such service. Accordingly, all cash fees for Mr. Lin’s service as a director were made payable directly to Kohlberg Kravis Roberts & Co. L.P. (7) Ms. Raphael’s directorship ended immediately following the annual meeting of stockholders on May 22, 2025. (8) Represents fees paid to Ms. Raphael for post-directorship consulting services pursuant to a consulting agreement dated May 22, 2025.

  142. 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.

  143. 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. Non-employee directors are 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 2025. 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).