DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

HENRY SCHEIN, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☑	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 22, 2025

Dear Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Henry Schein, Inc. (the “Company” or “Henry Schein”), to be held virtually at 10:30 a.m., Eastern Daylight Time, on Thursday, May 22, 2025. This year’s meeting is a virtual stockholder meeting, conducted exclusively via a live audio webcast at www.virtualshareholdermeeting.com/HSIC2025. You will be able to attend the Annual Meeting online, vote and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/HSIC2025 and entering the 16-digit control number included in our Notice Regarding the Availability of Proxy Materials or on your proxy card (if you received a printed copy of the proxy materials).

The Annual Meeting will be held for the following purposes:

to consider the election of twelve incumbent directors of the Company for terms expiring in 2026;

to consider the election of Max Lin as a director of the Company for a term expiring in 2026, provided that certain conditions are satisfied;

to consider the election of William K. “Dan” Daniel as a director of the Company for a term expiring in 2026, provided that certain conditions are satisfied;

to consider the approval, by non-binding vote, of the 2024 compensation paid to the Company’s Named Executive Officers (as defined in the proxy statement) (commonly known as a “say-on-pay” proposal);

to ratify the selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 27, 2025; and

to transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

Only stockholders of record at the close of business on March 24, 2025 are entitled to notice of, and to vote at, the meeting or any adjournments or postponements thereof.

The Company is pleased to take advantage of the Securities and Exchange Commission rules that allow issuers to furnish proxy materials to their stockholders on the Internet. The Company believes the rules allow it to provide its stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. Accordingly, stockholders of record at the close of business on March 24, 2025 will receive a Notice Regarding the Availability of Proxy Materials and may vote at the Annual Meeting and any adjournment or postponement of the meeting.

To assure your representation at the Annual Meeting, you are urged to cast your vote, as instructed in the Notice Regarding the Availability of Proxy Materials, over the Internet or by telephone as promptly as possible. You may also request a paper proxy card to submit your vote by mail, if you prefer, or vote online during the virtual Annual Meeting.

Whether or not you expect to attend the virtual meeting online, your vote is very important. Please cast your vote regardless of the number of shares you hold. I look forward to discussing our plans for the Company’s future at the Annual Meeting.

STANLEY M. BERGMAN

Chairman and Chief Executive Officer

Melville, New York

April 9, 2025

LOGO

135 DURYEA ROAD

MELVILLE, NEW YORK 11747

PROXY STATEMENT

The Board of Directors of Henry Schein, Inc. (the “Company”) has fixed the close of business on March 24, 2025 as the record date for determining the holders of the Company’s common stock, par value $0.01, entitled to notice of, and to vote at, the 2025 Annual Meeting of Stockholders (to be held virtually at 10:30 a.m., Eastern Daylight Time, on Thursday, May 22, 2025) (the “Annual Meeting”). As of that date, 122,511,948 shares of common stock were outstanding, each of which entitles the holder of record to one vote. The Notice of Annual Meeting, this proxy statement and the form of proxy are being made available to stockholders of record of the Company on or about April 9, 2025. A copy of our 2024 Annual Report to Stockholders is being made available with this proxy statement but is not incorporated herein by reference.

The presence, in person or by proxy, of the holders of a majority of the outstanding shares of common stock entitled to vote is necessary to constitute a quorum in connection with the transaction of business at the Annual Meeting. Abstentions and broker non-votes (i.e., proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to vote shares as to a matter with respect to which the brokers or nominees do not have discretionary power to vote) are counted as present for purposes of determining the presence or absence of a quorum for the transaction of business.

At the Annual Meeting, a “FOR” vote by a majority of votes cast is required for the election of directors (Proposals 1, 2 and 3). A “FOR” vote by a “majority of votes cast” means that the number of shares voted “FOR” exceeds the number of votes “AGAINST.” Abstentions and broker non-votes shall not constitute votes “FOR” or votes “AGAINST” a director, and thus will have no effect on the outcome of Proposals 1, 2 and 3. Proposals 4 and 5 each require the affirmative “FOR” vote of the holders of a majority of the outstanding shares of common stock present in person or represented by proxy and entitled to vote on the matter. Broker non-votes will have no effect on the outcome of Proposals 4 and 5, but abstentions will have the same effect as a vote “AGAINST” each such proposal. Proposals 2 and 3 are contingent on certain regulatory approvals as further described below within each proposal. If the required regulatory approvals for either or both proposals are not received by the date of the Annual Meeting, the Company will withdraw Proposal 2 and/or Proposal 3, as applicable, from voting at the Annual Meeting. However, in the event that Proposal 2 and/or Proposal 3 are withdrawn at the Annual Meeting, the Board will consider any proxies submitted in favor of such Proposals as evidence of stockholder support therefor.

We will pay all expenses of this proxy solicitation. In addition to this proxy solicitation, proxies may be solicited in person or by telephone or other means, including by our directors and employees (who we refer to as our Team Schein Members or “TSMs”) without additional compensation. We will reimburse brokerage firms and other nominees, custodians and fiduciaries for costs incurred by them in distributing proxy materials to the beneficial owners of shares held by such persons as stockholders of record.

If your shares of common stock are registered directly in your name with the Company’s transfer agent, you are considered, with respect to those shares, the stockholder of record. In accordance with rules and regulations adopted by the Securities and Exchange Commission (“SEC”), instead of mailing a printed copy of our proxy materials to each stockholder of record, we may furnish proxy materials to our stockholders on the Internet. If you received a Notice Regarding the Availability of Proxy Materials (the “Notice of Internet Availability”) by mail, you will not receive a printed copy of these proxy materials. Instead, the Notice of Internet Availability will instruct you as to how you may access and review all of the important information contained in these proxy materials. The Notice of Internet Availability also instructs you as to how you may submit your proxy on the Internet. If you received a Notice of Internet Availability by mail and would like to receive a printed copy of our proxy materials, including a proxy card, you should follow the instructions for requesting such materials included in the Notice of Internet Availability.

If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are the beneficial owner of shares held in “street name,” and the Notice of Internet Availability was forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares held in your account.

If you are a participant in the Company’s 401(k) Plan and own shares of the Company’s common stock in your 401(k) Plan account as of the record date, you will receive, with respect to the number of shares held for your 401(k) Plan account as of the record date, a proxy card that will serve as a voting instruction to the trustee of the 401(k) Plan with respect to shares held for your account. Unless you vote per the instructions provided therein, shares held in your 401(k) Plan account will not be voted.

This year’s Annual Meeting will be held entirely online. Stockholders of record as of the record date will be able to attend and participate in the Annual Meeting online by accessing www.virtualshareholdermeeting.com/HSIC2025. To join the Annual Meeting, you will need to have your 16-digit control number, which is included on your Notice of Internet Availability or on your proxy card (if you received a printed copy of the proxy materials). In the event that you do not have a control number, please contact your broker, bank, or other nominee as soon as possible and no later than May 8, 2025, so that you can be provided with a control number and gain access to the meeting. Stockholders may vote electronically and submit questions online while attending the Annual Meeting.

The live audio webcast of the Annual Meeting will begin promptly at 10:30 a.m., Eastern Daylight Time. Online access to the audio webcast will open approximately thirty minutes prior to the start of the Annual Meeting to allow time for you to log in and test the computer audio system. We encourage our stockholders to access the meeting prior to the start time. If you encounter any difficulties accessing the online Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the online Annual Meeting login page at www.virtualshareholdermeeting.com/HSIC2025.

To submit questions during the meeting, stockholders may log into the virtual meeting website with their 16-digit control number, type the question into the “Submit a Question” field, and click “Submit”. Only stockholders with a valid control number will be allowed to ask questions. Questions pertinent to Annual Meeting matters will be answered during the Annual Meeting as time allows. If we receive substantially similar written questions, we may group such questions together and provide a single response to avoid repetition and allow time for additional question topics. If we are unable to respond to a stockholder’s properly submitted question due to time constraints, we will respond directly to that stockholder using the contact information provided. We may also provide written responses to certain stockholder questions that we were unable to answer during the meeting on our “Investors” page on our website following the Annual Meeting.

To vote your shares at the Annual Meeting online, please visit www.virtualshareholdermeeting.com/HSIC2025 and enter the 16-digit control number included in our Notice of Internet Availability or on your proxy card (if you received a printed copy of the proxy materials). Even if you plan to attend the Annual Meeting online, we recommend that you also vote by proxy in advance of the Annual Meeting as described herein so that your vote will be counted if you decide not to attend the Annual Meeting.

To vote your shares without attending the Annual Meeting online or in advance of the Annual Meeting, please follow the instructions for Internet or telephone voting contained in the Notice of Internet Availability. Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct how your shares are voted without attending the Annual Meeting online. If you are a stockholder of record, you may vote by submitting a proxy electronically via the Internet, by telephone, or if you have requested a paper copy of these proxy materials, by returning the proxy card or voting instruction card. If you hold shares beneficially in street name, you may vote by submitting voting instructions to your broker, trustee or nominee. All shares represented by a valid proxy received prior to the Annual Meeting will be voted.

Whether or not you are able to attend the virtual Annual Meeting online, you are urged to complete and return your proxy or voting instructions, which are being solicited by the Company’s Board of Directors and which will be voted as you direct on your proxy or voting instructions when properly completed (unless such proposal has been withdrawn as described above). In the event no directions are specified, such proxies and voting instructions will be voted “FOR” the incumbent nominees for election to the Board of Directors, “FOR” the election of Max Lin to the Board of Directors, “FOR” the election of William K. “Dan” Daniel to the Board of Directors, “FOR” the say-on-pay proposal, “FOR” the ratification of BDO USA, P.C. as the Company’s independent registered public accountants for the fiscal year ending December 27, 2025 and in the discretion of the proxy holders as to other matters that may properly come before the Annual Meeting.

You may revoke or change your proxy or voting instructions at any time before the Annual Meeting. You may automatically revoke your proxy by attending the Annual Meeting and voting online at the meeting. Attending the Annual Meeting online without voting at such meeting will not in and of itself constitute revocation of a proxy. To revoke your voting instructions, you may also submit new voting instructions to your broker, trustee or nominee. Another means to revoke your proxy or change your proxy or voting instructions is to send a written notice via email to investor@henryschein.com before the beginning of the Annual Meeting.

Stockholder Communications

Stockholders who wish to communicate with the Board of Directors may do so by emailing investor@henryschein.com. The Company will receive the correspondence and forward it to the Chairperson of the Nominating and Governance Committee/Lead Director or to any individual director or directors to whom the communication is directed, unless the communication is unduly hostile, threatening, illegal, does not reasonably relate to the Company or its business or is similarly inappropriate.

Our policy is to encourage the members of our Board of Directors to attend the annual meeting of stockholders, and all of the directors then in office (except for Mohamad Ali and James P. Breslawski) attended the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”).

Stockholder Engagement

As part of the Company’s continual efforts to align our programs to reflect priorities that are important to our stockholders, in 2024 and early 2025 we proactively solicited dialogue with our stockholders. We offered engagement to 34 stockholders holding approximately 67% of our outstanding common stock in the aggregate (as of the date of the offer) and engaged with 26 stockholders holding a total of approximately 56% of our outstanding common stock in the aggregate (as of the date of the engagement). Such engagement was led by Philip A. Laskawy, the Chairperson of our Nominating and Governance Committee/Lead Director, and Carole T. Faig, a member of our Audit Committee and Strategic Advisory Committee. Each such meeting was attended by Mr. Laskawy and/or Ms. Faig as well as our Corporate Secretary, our Vice President of Investor Relations and our Vice President, Chief Sustainability Officer, among others.

Our conversations focused on a wide range of topics, including executive compensation, corporate governance (including board composition and succession planning), acquisition and commercial strategy, cybersecurity, and sustainability initiatives. Our continued engagements in recent years have resulted in several actions summarized in the chart below.


Topics Discussed		Company Actions

Executive Compensation		• The Compensation Committee updated the Company’s strategic scorecard goals (which goals directly reflect the priorities of the Company’s three-year strategic plan and which make up 30% of the annual cash bonus plan for executive officers, including each Named Executive Officer) to remove all non-financial metrics (except for a performance objective tied to the launch of our new global e-commerce platform) and streamlined the financial metrics. • In 2023 and 2024, the Compensation Committee granted equity awards where at least 50% of the executive officers’ equity awards and 65% of the CEO’s equity awards had performance-based vesting conditions with three-year cliff vesting. • To diversify financial metrics used for performance-based compensation beyond earnings per share metrics, the Compensation Committee added return on invested capital performance over a three-year performance period (weighted at 25% of the financial goal for performance-based restricted stock unit awards) for all performance-based restricted stock unit awards granted in 2023 and 2024. • The Compensation Committee intends that equity awards outside of the annual grant cycle to executive officers should only be used in limited circumstances and, if made, are expected to include performance-based vesting conditions for a percentage of such awards.

Corporate Governance		• The Board of Directors has added six new independent directors (as defined under Rule 5605(a)(2) of The Nasdaq Stock Market (“Nasdaq”)) since 2021 (four in 2021, one in 2023 and one in 2025), and has nominated an additional two new independent directors for election at the Annual Meeting (see Proposals 2 and 3). • The Board of Directors has reduced the number of non-independent directors. In 2022, the Company had four non-independent directors and at this Annual Meeting, our CEO is the only non-independent director nominated for election at the Annual Meeting. • The Board of Directors continues to review and update its ongoing CEO succession planning.

Capital Allocation		• The Company continues to return capital to stockholders through our stock repurchase program, which as of December 28, 2024 had $380 million authorized and available for future stock repurchases. • On January 27, 2025, the Company’s Board of Directors authorized an additional $500 million to the Company’s stock repurchase program, with $250 million expected to be executed through an accelerated stock repurchase program. • The Board of Directors regularly reviews the Company’s capital structure.

Cybersecurity

• In September 2024, the Company hired a new Chief Information Security Officer who has over 20 years’ experience leading global cybersecurity and technology programs in large and complex corporations.

• The Regulatory, Compliance and Cybersecurity Committee provides guidance to the Company’s senior management team, supporting significant investments the Company is making in cybersecurity and IT infrastructure.

On January 29, 2025, the Company, along with Kohlberg Kravis Roberts & Co. L.P. and/or one or more of its affiliates (“KKR”), a leading global investment firm, announced a strategic investment by funds affiliated with KKR pursuant to the Strategic Partnership Agreement (defined in Proposal 2). In addition to KKR’s current holdings, funds affiliated with KKR will make an additional $250 million investment in the Company’s common stock at a price of $76.10 per share. As a result, following KKR’s investment, KKR will own approximately 12% of the Company’s common stock. KKR will also have the ability to purchase additional shares via open market purchases up to a total stake of 14.9% of the outstanding common stock of the Company. Consummation of these transactions is subject to customary closing conditions, including the expiration or termination of the statutory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Approval”), and receipt of certain regulatory approvals under the laws of Sweden (the “Sweden Approval”), Italy (the “Italy Approval”) and Spain (the “Spain Approval”). As of April 4, 2025, KKR has informed the Company that it has obtained the HSR Approval and the Sweden Approval. Pursuant to the Strategic Partnership Agreement, KKR has agreed to vote in favor of the Board-recommended slate of directors at the Annual Meeting and in accordance with the Board’s recommendation on any proposal made by another stockholder. However, the Company has agreed that in the event that both Institutional Shareholder Services and Glass Lewis & Co. issue a voting recommendation with respect to any proposal made by another stockholder (other than with respect to the election or removal of directors) that differs from the voting recommendation of the Board, KKR shall be permitted to vote in its sole discretion with respect to such proposal. In addition, the Company has nominated two independent directors (Max Lin and William K. “Dan” Daniel) for election to our Board of Directors at the Annual Meeting. If KKR shall not have received the required regulatory approvals by the date of the Annual Meeting, the Company will withdraw the nominations of Mr. Lin and/or Mr. Daniel, as applicable, from voting consideration at the Annual Meeting. Thereafter, it is expected that the Board of Directors will appoint Mr. Lin and Mr. Daniel to the Board of Directors at such time as the requisite regulatory approvals are received. In the event that the proposal(s) for the election of Mr. Lin and/or Mr. Daniel are withdrawn from voting consideration at the Annual Meeting, the Board of Directors will consider any proxies submitted in favor of the nominations of Mr. Lin and Mr. Daniel to the Board of Directors as evidence of stockholder support of the Company’s appointment of Mr. Lin and/or Mr. Daniel, as applicable, to the Board of Directors.

We appreciate the valuable feedback offered by our stockholders. We will continue these dialogues to ensure our programs reflect priorities that are important to our stockholders.

PROPOSAL 1

ELECTION OF INCUMBENT DIRECTORS

The Company’s Board of Directors (the “Board of Directors”) has approved the twelve persons named below as nominees for election at the Annual Meeting to serve as directors until the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) and until their successors are elected and qualified. Each director will be elected by the vote of the majority of the votes cast with respect to that director’s election, where a “majority of the votes cast” means that the number of shares voted “FOR” a director must exceed the number of votes cast “AGAINST” that director. Any executed proxies returned to the Company will be voted for the election of all of such persons except to the extent instructed otherwise with respect to one or more of such persons. Two of our currently-serving directors, Carol Raphael and Mark Mlotek, have not been re-nominated and will retire from the Board of Directors at the Annual Meeting. Mr. Mlotek will continue as the Company’s Executive Vice President and Chief Strategic Officer and as a member of our Executive Management Committee. All of the nominees for director named below currently serve as directors and were elected by the stockholders at the 2024 Annual Meeting to serve as a director except for Robert J. Hombach, who was appointed as a director by the Board of Directors on January 27, 2025, upon the recommendation of the Nominating and Governance Committee. All of the nominees named below have consented to be named and, if elected, to serve. In the event that any of the nominees named below is unable or declines to serve as a director at the time of the Annual Meeting, the proxies may be voted in the discretion of the persons acting pursuant to the proxy for the election of other nominees.

The Board of Directors and each committee of the Board of Directors conduct annual evaluations to ensure each of its members continues to meet the criteria for membership. Based on these activities and their review of the current composition of the Board of Directors, the Nominating and Governance Committee and the Board of Directors determined that the criteria for membership to the Board of Directors and each committee of the Board of Directors (as applicable) have been satisfied.

Set forth below is certain information, as of April 9, 2025, concerning the nominees named below:


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


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

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

Other Boards

•

IDG, Inc. (2019-2023)

•

iRobot Corporation (2015-June 2024)

•

Carbonite, Inc. (2014-2019)

•

City National Bank (2013-2015)

Organizations

•

Board Member and Former Chairperson, Massachusetts Technology Leadership Council

•

Former Board Member, Oxfam America

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)

•

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

Education

•

M.S., Stanford University (Electrical Engineering)

•

B.S., Stanford University (Computer Engineering)

•

B.A., Stanford University (History)

Stanley M. Bergman

Chairman of the Board and Chief Executive Officer, Henry Schein, Inc.

Age: 75

Director since 1980

Committee

• Executive Management Committee

Professional Experience

• Chairman of the Board and Chief Executive Officer, Henry Schein, Inc. (1989-Present)

LOGO

Key Skills & Qualifications

• Management and Leadership Experience: Mr. Bergman manages Henry Schein, Inc., a Fortune 500^® company that trades on the S&P 500 and is the world’s largest provider of health care products and services to office-based dental and medical practitioners, with approximately 25,000 Team Schein Members worldwide and operations or affiliates in 33 countries and territories

• Healthcare Industry Expertise: expansive knowledge of the health care industry and macro-economic global environment gained as Chairman and CEO of Henry Schein, Inc., with a range of global strategic relationships with CEOs and other senior executives in the healthcare industry that provide a unique perspective to the company

• Public Company Board or Governance Experience: almost three decades of experience serving as Chairman of the Board of Henry Schein, Inc.

• Community Involvement: Mr. Bergman and his family are active supporters of organizations fostering the arts, higher education, cultural inclusion and grassroots health care and sustainable entrepreneurial economic development initiatives in the United States, Africa and other developing regions of the world

Organizations

• Chair, Dean’s Strategic Advisory Council, New York University College of Dentistry (1998-present)

• Chairman of the Board, The University of the Witwatersrand Fund, Inc. (2004-present)

• Governor and Former Co-Chair, Global Health & Healthcare Governors Community, World Economic Forum (Governor 2004-present; Co-Chair 2018-2020)

• Director Emeritus, Board of Overseers, The University of Pennsylvania School of Dental Medicine (Director 1997-2019; Director Emeritus 2019-present)

• Honorary member, Alpha Omega International Dental Society

• Honorary member, American Dental Association (ADA)

Awards & Recognition

• Awarded Honorary Doctorates:

Ø The University of the Witwatersrand

Ø Western University of Health Sciences

Ø Hofstra University

Ø A.T. Still University’s Arizona School of Dentistry and Oral Health

Ø Case Western Reserve University

Ø Farmingdale State College (SUNY)

Ø The Hebrew University of Jerusalem

• Awarded Honorary Fellowships:

Ø King’s College London - Dental Institute

Ø International College of Dentists

• Recognized as 2017 CEO of the Year by Chief Executive Magazine

• Recipient, Ellis Island Medal of Honor

• Recipient, CR Magazine Corporate Responsibility Lifetime Achievement Award

Education

• Certified Public Accountant (CPA)

• South African Chartered Accountant (CA SA)

• Graduate, University of the Witwatersrand in South Africa

Deborah Derby

Operating Partner, Garnett Station Partners; and Former President and

CEO, Carrols Restaurant Group, Inc.

Age: 61

Independent Director since 2021

Committees

• Compensation Committee (Chair)

• Nominating and Governance Committee

LOGO

Professional Experience

•

Operating Partner, Garnett Station Partners (October 2024-Present)

•

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)

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)

Other Boards

•

Carrols Restaurant Group, Inc. (2018-May 2024) (Compensation Committee Chair)

•

Vitamin Shoppe, Inc. (2012-2019) (Compensation Committee Chair, Nominating and Governance Committee member, and Strategic Committee member)

Organizations

•

Former Board Member, Toys “R” Us Children’s Foundation

•

Former Board Member, K.I.D.S. (Kids in Distressed Situations)

Education

•

J.D., University of Notre Dame

•

M.B.A., University of Notre Dame

•

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

Carole T. Faig

Former U.S. Health Sector Leader, EY LLP

Age: 63

Independent Director since 2023

Committees

• Audit Committee

• Strategic Advisory Committee

Professional Experience

• Former U.S. Health Sector Leader, EY LLP (2017-2020)

• Former Partner (West Region’s Health and Life Sciences market segment), EY LLP (2019-2021)

• Former Partner (Audit), EY LLP (1996-2018)

LOGO

Key Skills & Qualifications

• Healthcare Industry Expertise: gained through experience leading EY LLP’s U.S. Health Sector practice, as well as previously serving as head of EY LLP’s West Region Health and Life Sciences practice, where she gained a deep understanding of the industry’s complexities and challenges; also, serves as a board member of multiple private-equity backed private businesses

• Management and Leadership Experience: previously held multiple leadership roles in both national and regional capacities at EY LLP, including as U.S. Health Sector Leader, Head of the West Region’s Health and Life Sciences market segment and as an Audit Partner

• Finance and Accounting Expertise: Certified Public Accountant (CPA) with a 38-year career as an Audit Partner at EY LLP (global accounting firm)

• Human Capital Matters: recognized for her leadership related to human capital matters

Other Boards

• Cue Health Inc. (2021-May 2024)

• Affinia Therapeutics (private)

• QuVa Pharma (private)

Organizations

• Board Member, PATH (non-profit organization focused on global health equity)

• Board Member, SCAN (non-profit Medicare Advantage plan)

Awards & Recognition

• Awarded EY’s Chairman’s Value Award and Americas Assurance Inclusive Leadership Award in recognition of her commitment to building an inclusive workplace

Education

• Certified Public Accountant (CPA)

• B.B.A., Sam Houston State University

Joseph L. Herring

Former Chairman and Chief Executive Officer, Covance Inc.

Age: 69

Independent Director since 2016

Committees

• Regulatory, Compliance and Cybersecurity Committee (Chair)

• Compensation Committee

• Strategic Advisory Committee

Professional Experience

• Former Chairman (2006-2015) and Chief Executive Officer (2005-2015), Covance Inc.

• Former President and COO, Covance Inc. (2001-2004)

LOGO

• Former President of Early Development Services, Covance Inc. (1999-2001)

• Former Corporate Vice President and GM (North American Preclinical Operations), Covance Inc. (1996-1999)

• Previously served in a variety of leadership roles at Caremark International and American Hospital Supply Corporation (1978-1996)

Key Skills & Qualifications

• Healthcare Industry Expertise: over 35 years of healthcare industry experience, with comprehensive knowledge in pharmaceuticals gained through experience as CEO of Covance Inc.

• Management and Leadership Experience: previously served as CEO of Covance Inc., and held a variety of senior leadership positions over the course of a 19 year career at Caremark International and American Hospital Supply Corporation

• Public Company Board and Governance Experience: previously served as Chairman of the Board of Covance Inc., and Team Health Holdings, gaining comprehensive knowledge of corporate governance matters

• Corporate Strategy / M&A: previously served as Chairman of the Board of Covance Inc. (acquired by Laboratory Corporation of America in 2015) and Team Health Holdings (acquired by Blackstone in 2015)

Other Boards

• Covance Inc. (2005-2016)

• Team Health Holdings Inc. (2013-2015) (Audit Committee member and Compensation Committee member)

Organizations

• Former Board Member, University Medical Center at Princeton University

• Former Chairman, Association of Clinical Research Organizations

Education

• B.S., Louisiana State University (Marketing)

Robert J. Hombach

Former Executive Vice President, CFO and COO, Baxalta, Inc.

Age: 59

Independent Director since 2025

Committee

• Strategic Advisory Committee

Professional Experience

• Former Executive Vice President, CFO and COO, Baxalta, Inc. (July 2015-July 2016)

(spun off from Baxter International, Inc. in 2015; acquired by Shire plc in 2016)

• Former Corporate Vice President and CFO, Baxter International, Inc. (2010-June 2015) and

previously held various leadership roles in finance across multiple divisions since joining in 1989

LOGO

Key Skills & Qualifications

• Management and Leadership Experience: decades of executive and operational experience in the biopharmaceutical and medical device sectors, including as former Executive Vice President, CFO and COO of Baxalta, Inc. and Corporate Vice President and CFO of Baxter International, Inc. Mr. Hombach served as a member of the executive leadership team responsible for finance, accounting, IT, treasury, tax, investor relations and all aspects of operations (manufacturing, quality, supply chain and procurement) at Baxalta, Inc. and served as an advisor to the CEO on strategy, M&A and operational execution

• Finance and Accounting: Certified Public Accountant (CPA) with extensive knowledge and experience in finance and accounting matters, with six years of public CFO service, having served as CFO of Baxalta, Inc. and Baxter International, Inc. Mr. Hombach previously held various leadership roles in finance across multiple divisions since joining Baxter International, Inc. in 1989

• Strategic Transformation: gained through experience as the former Corporate Vice President and CFO of Baxter International, Inc.; Mr. Hombach was a key architect of the rationale and strategy to split Baxter International, Inc. and Baxalta, Inc. into two companies

• Corporate Strategy / M&A: led multiple M&A and other financial transactions common in healthcare at both the board- and management-level, including as the former CFO at Baxalta, Inc. (acquired by Shire plc in 2016), Director at Embecta Corporation (spun-out of Becton, Dickinson and Company in 2022), Director at Naurex, Inc. (acquired by Allergan, Inc.) and Director at Surgical Innovation Associates (acquired by Integra LifeSciences Holdings Corporation)

• Operations: served as Baxalta, Inc.’s COO and had direct responsibility for operations, including manufacturing, quality and the entire supply chain in addition to his CFO responsibilities

• Public Company Board and Governance Experience: service as Chair of the Audit Committee on public company boards includes BioMarin Pharmaceutical Inc., Embecta Corporation and previously Aptinyx, Inc. Mr. Hombach also previously served as a member of the Audit Committee at CarMax, Inc. and in 2022 was recognized as a Board Leadership Fellow by the National Association of Corporate Directors (NACD)

Other Boards

• Seaport Therapeutics (March 2025-Present) (Audit Committee Chair) (private)

• BioMarin Pharmaceutical, Inc. (2017-Present) (Audit Committee Chair and Compensation Committee member)

• Embecta Corporation (2022-Present) (Audit Committee Chair and Compensation and Management Development Committee member)

• Aptinyx, Inc. (2018-2023)

• CarMax, Inc. (2018-2022)

• Naurex, Inc. (2012-2015) (private)

• Surgical Innovation Associates, Inc. (2017-2022) (private)

Organizations

• Former Board Member, Loyola University Health System

• Former President and Chairman of the Board, Baxter International Foundation

Education

• CERT Certificate, Cyber-Risk Oversight, Carnegie Mellon University

• M.B.A., Northwestern University (Finance & Management Strategy)

• B.S., University of Colorado, Boulder (Finance)

Kurt P. Kuehn

Former Chief Financial Officer, United Parcel Service, Inc. (UPS)

Age: 70

Independent Director since 2016

Committees

• Audit Committee (Chair)

• Regulatory, Compliance and Cybersecurity Committee

Professional Experience

• Former Chief Financial Officer, United Parcel Service, Inc. (UPS) (2008-2015)

LOGO

• Former Senior Vice President (Worldwide Sales and Marketing), United Parcel Service, Inc. (UPS) (2004-2008)

• Former Vice President (Investor Relations), United Parcel Service, Inc. (UPS) (1999-2004)

• Previously held various leadership roles in sales, marketing, engineering, operations and strategic cost planning since joining United Parcel Service, Inc. (UPS) in 1977

Key Skills & Qualifications

• Strategic Transformation: as the former Senior Vice President of Worldwide Sales and Marketing at United Parcel Service, Inc. (UPS), Mr. Kuehn led the transformation of the company’s sales organization

• Management and Leadership Experience: previously held several executive positions at United Parcel Service, Inc. (UPS), including most recently as CFO, and previously as Senior Vice President of Worldwide Sales and Marketing and Vice President of Investor Relations, where he helped take the company public in 1999 as one of the largest IPOs in U.S. history

• Marketing / Brand Management: as the former Senior Vice President of Worldwide Sales and Marketing at United Parcel Service, Inc. (UPS), Mr. Kuehn gained considerable experience in marketing and brand management, as well as understanding the needs of global customers

• Operations / Logistics: with experience gained through a 37+ year career with United Parcel Service, Inc. (UPS), a leading distribution and logistics platform, Mr. Kuehn gained insight into the management of global operations and efforts to improve the global customer experience

• Finance and Accounting: as CFO of United Parcel Service, Inc. (UPS), Mr. Kuehn gained valuable leadership experience and comprehensive knowledge of corporate finance and accounting, as well as insights into strategic cost planning and the needs of global customers

• Corporate Sustainability: led strategic sustainability efforts throughout his time as CFO at United Parcel Service, Inc. (UPS), and as advisor to the company’s Environmental Impact Council; previously served as a member of the Sustainability Accounting Standards Board (SASB)

Other Boards

• LocatorX (2020-present) (private)

• NCR Corporation (2012-2020) (Audit Committee Chair)

Organizations

• Former Board Member, SASB Sustainability Accounting Standards Board

Education

• Completed the Wharton Advanced Management Program (University of Pennsylvania)

• M.B.A., University of Miami

• Attended Yale University

Philip A. Laskawy

Lead Director, Henry Schein, Inc.; Retired Chairman and Chief Executive Officer, EY LLP

Age: 84

Independent Director since 2002

Lead Director since 2012

Committees

• Nominating and Governance Committee (Chair)

• Audit Committee

Professional Experience

• Lead Director, Henry Schein, Inc. (2012-Present)

• Retired Chairman and CEO, EY LLP (1994-2001)

LOGO

• Former Vice Chairman, Managing Partner (New York Region) and Member of the Management Committee, EY LLP (1985-1994)

• Former Managing Partner (New York Office), EY LLP (1981-2001)

Key Skills & Qualifications

• Management and Leadership Experience: gained through service as the former Chairman and CEO of EY LLP, where he helped lead the firm’s expansion as a global leader in assurance, tax, transaction and advisory services; previously served as Vice Chairman, Managing Partner and member of the Management Committee at EY LLP; Mr. Laskawy was also appointed Chairman of Fannie Mae by the Secretary of the Treasury after it entered Conservatorship in 2008. At Fannie Mae he played a pivotal role in the refreshment of the board of directors and, with the new CEO, replacement of the management team. At the time of his retirement in 2013, Fannie Mae had returned all monies advanced by the Treasury

• Public Company Board and Governance Experience: previously served on several public company boards, including Loews Corporation, Lazard Ltd. (Chair of the Audit Committee), Covetrus, Inc., General Motors Corporation, Goodyear Tire & Rubber Co., The Progressive Corporation and Discover Financial Services; as Chairman and Vice Chairman of the International Accounting Standards Committee Foundation, Mr. Laskawy helped set accounting standards in more than 100 countries and gained critical insights into corporate governance, compliance, disclosure and international business conduct

• Finance and Accounting: Certified Public Accountant (CPA) with extensive knowledge and exceptional skills in corporate finance and accounting matters, having served as Chairman and CEO of one of the largest public accounting firms in the United States, as Chair of the Audit Committee of Lazard, and as a financial expert on the Audit Committee of Loews Corporation

• Corporate Strategy / M&A: as the former Chairman and CEO of EY LLP, Mr. Laskawy helped lead the firm’s expansion as a global leader in assurance, tax, transaction and advisory services; as a director at Covetrus, Inc., Mr. Laskawy helped the company navigate its sale to Clayton, Dubilier & Rice (CD&R) and TPG

Other Boards

• Covetrus, Inc. (2019-2022) (Independent Chairman and Nominating and Governance Committee member)

• General Motors Corporation (2009-2013) (Finance Committee member)

• Fannie Mae (2008-2014) (Chairman)

• Lazard Ltd. (2008-2023) (Audit Committee Chair and Compensation Committee member)

• Discover Financial Services (2007-2008)

• Loews Corporation (2003-2023) (Audit Committee member)

• Goodyear Tire & Rubber Co. (2001-2002)

• The Progressive Corporation (2001-2007)

• EY, LLP (1994-2001)

Organizations

• Former Board Member, American Institute of Certified Public Accountants

• Former Chairman and Vice Chairman of the International Accounting Standards Committee Foundation

• Former Member, 1999 Blue Ribbon Committee on Improving the Effectiveness of Corporate Audit Committees

Education

• Certified Public Accountant (CPA)

• B.A., University of Pennsylvania Wharton School of Business (Economics)

Anne H. Margulies

Former Vice President and Chief Information Officer, Harvard University

Age: 69

Independent Director since 2018

Committees

• Audit Committee

• Regulatory, Compliance and Cybersecurity Committee

Professional Experience

• Former Vice President and Chief Information Officer, Harvard University (2010-2021)

• Former Chief Information Officer, Commonwealth of Massachusetts (2007-2010)

• Former Founding Executive Director, MIT OpenCourseWare (2002-2007)

LOGO

Key Skills & Qualifications

• Technology Industry Leadership Experience: with information technology playing an increasingly important role in the Company’s business, Ms. Margulies provides valuable leadership and perspectives gained through her over 35 years of strategic IT, cybersecurity and policy and risk management experience

• Information Technology / Cybersecurity: as Vice President and University Chief Information Officer at Harvard University, Ms. Margulies was responsible for information technology strategy, policies, and services that supported the University’s mission of teaching, learning and research; Ms. Margulies also led Harvard University Information Technology, which provides IT services to 30,000 educators, students and staff and oversaw a $200 million budget and 700 staff

• Public Company Board and Governance Experience: gained through experience as director and member of the Nominating and Compensation Committee at HarborOne Bancorp as well as a director and member of the Audit, Compensation and Nominating and Governance Committees at SomaLogic, Inc.

• Public Sector / Government: as Assistant Secretary for Information Technology and CIO for the Commonwealth of Massachusetts, Ms. Margulies developed and implemented a statewide strategic plan for IT that gained national acclaim, and oversaw consolidation of a vast patchwork of agency IT organizations, operations, data centers and networks into a coherent statewide structure

Other Boards

• HarborOne Bancorp, Inc. (2022-Present) (Compensation Committee member and Nominating and Governance Committee member)

• Standard BioTools Inc. (f.k.a. SomaLogic, Inc.) (2019-January 2024) (Compensation Committee Chair, Nominating and Governance Committee member and Audit Committee member)

Organizations

• Member of the Board of Trustees, Curry College

• Advisory Board member, Advanced Cyber Security Center (New England-based regional organization committed to strengthening its members’ cybersecurity defenses and preparing the region’s response to large scale cyber threats)

• Member, Massachusetts Cybersecurity Strategy Council (2017-2021)

• Advisory Board Member, Former Chair, BostonCIO (2015-2021) (New England’s premier professional association for leading enterprise CIOs) (2015-2021)

• Founding Chair of the International OpenCourseWare Consortium (over 300 universities around the globe working together to publish the teaching materials for their entire curriculum openly and freely over the Internet)

• Former Member of the Massachusetts Technology Collaborative Board (quasi-state agency overseeing economic development in the Commonwealth)

• Former Participant, Governor’s Trade mission to Israel (aimed at recruiting cybersecurity companies to Massachusetts)

• Former Founding Executive Director of Massachusetts Institute of Technology’s OpenCourseWare (the institution’s internationally acclaimed initiative to publish the teaching materials for their entire curriculum openly and freely over the Internet)

Awards & Recognition

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

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

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

Education

•

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



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

Bradley T. Sheares, Ph.D.

Former Chief Executive Officer, Reliant Pharmaceuticals, Inc.; and Former President (U.S. Human Health), Merck & Co.

Age: 68

Independent Director since 2010

Committees

• Strategic Advisory Committee (Chair)

• Compensation Committee

• Nominating and Governance Committee

Professional Experience

• Former Chief Executive Officer, Reliant Pharmaceuticals, Inc. (January 2007-December 2007)

• Former President (U.S. Human Health), Merck & Co. (2001-2006)

LOGO

Key Skills & Qualifications

• Healthcare Industry Expertise: as the former Chief Executive Officer of Reliant Pharmaceuticals, Inc. and with 20 years of pharmaceutical industry experience, Dr. Sheares has extensive health care knowledge and related expertise in research and development, complex regulatory and legal issues and risk management (including supply chain risk management)

• Management and Leadership Experience: executive experience gained as CEO of Reliant Pharmaceuticals, Inc., and a 19 year career at Merck & Co., where he rose to President of U.S. Human Health

• Marketing / Brand Management: significant marketing, sales, brand management and advertising experience gained through senior leadership experience at both Reliant Pharmaceuticals, Inc. and Merck & Co.

• Public Company Board and Governance Experience: deep knowledge of corporate governance issues and risk management relating to public companies, as well as experience in succession planning, compensation, employee management and the evaluation of acquisition opportunities through service on multiple public company boards in healthcare and contract research, global manufacturing and automobile insurance organizations

• Corporate Strategy / M&A: served as CEO of Reliant Pharmaceuticals, Inc. and led the company through its acquisition by GlaxoSmithKline plc in 2007

Other Boards

• Honeywell International (2004-2018) (Retirement Plan Committee Chair and Management, Development and Compensation Committee member)

• The Progressive Corporation (2003-2018) (Compensation Committee Chairman and Audit Committee member)

• Covance Inc. (2009-2015) (Compensation Committee Chairman)

• IMS Health Incorporated (2009-2010) (Compensation Committee member)

Organizations

• Former Chair, National Pharmaceutical Council (focused on broadly communicating the economic, clinical and societal value of pharmaceuticals)

• Lay Elder, Gospel City Church (Boynton Beach, Florida)

Awards & Recognition

• Awarded Distinguished Agriculture Alumni Award and Honorary Doctor of Science from Purdue University

• Awarded Honorary Doctor of Science from Fisk University

• Featured on the cover of Fortune Magazine, “Meet Corporate America’s Next Generation of Leaders”

Education

• A Lucille P. Markey Scholar and a National Institutes of Health Postdoctoral Fellow at the Center for Cancer Research, Massachusetts Institute of Technology

• Ph.D., Purdue University (Biochemistry)

• B.A., Fisk University (Chemistry)

Reed V. Tuckson, M.D., FACP

Managing Director of Tuckson Health Connections, LLC; Co-Founder and Convener, Black Coalition Against COVID-19; and Co-Founder and Board Chairman of the Coalition For Trust in Health & Science

Age: 74

Independent Director since 2021

Committee

• Strategic Advisory Committee

Professional Experience

• Managing Director of Tuckson Health Connections, LLC (2013-Present)

• Co-Founder and Convener, Black Coalition Against COVID-19

• Co-Founder and Board Chairman, Coalition For Trust in Health & Science

• Former Executive Vice President and Chief of Medical Affairs, UnitedHealth Group (2006-2013)

LOGO

Key Skills & Qualifications

• Management and Leadership Experience: considerable experience as EVP and Chief of Medical Affairs at UnitedHealth Group in addition to serving in leadership roles at the National Institutes of Health, National Academy of Medicine and numerous Federal Advisory Committees

• Healthcare Industry Expertise: 35 years of experience as recognized leader in the health care profession, with experience engaging with nearly every sector of the health and medical care industries

• Public Sector / Government: member of numerous federal advisory committees and corporate, non-profit and academic boards, including service as Commissioner of Public Health for the District of Columbia

• Public Company Board and Governance Experience: service on multiple public company boards in the healthcare industry

Other Boards

• Adverum Biotechnologies, Inc. (2021-Present) (private)

• CTI BioPharma Corp (2011-2023) (Nominating and Governance Committee Chair and Audit Committee member)

• Acasti Pharma, Inc. (2013-2016)

• LifePoint Health, Inc. (2014-2018)

• Baxter International, Inc. (1996-1998)

Organizations

• Advisory Board Member, Johns Hopkins Berman Institute of Bioethics

• Board of Trustees Member, Freedom House

• Board Member, The Hastings Center

• Former President, American Telemedicine Association

• Former Senior Vice President (Professional Standards), American Medical Association

• Former Commissioner of Public Health, Washington D.C.

• Former Senior Vice President, March of Dimes Birth Defects Foundation

• Former President, Charles R. Drew University of Medicine and Science

• Formerly appointed to various leadership roles, National Academy of Medicine

• Former Member of the Board of Trustees (Chair of the Health Sciences Committee), Howard University

• Former Member of numerous federal advisory committees and corporate, non-profit and academic boards

Awards & Recognition

• Recognized several times as one of the “50 Most Influential Physician Executives” by Modern Healthcare Magazine

• Named as one of the “100 Most Powerful Executives in Corporate America” by Black Enterprise Magazine in 2009

• Named “Washingtonian of the Year” by Washingtonian Magazine in 1988

• Author of “The Doctor in the Mirror,” an ongoing book and online senior patient activation and education project

Education

• Completed the University of Pennsylvania Hospital’s General Internal Medicine Residency and Fellowship programs, where he was also a Robert Wood Johnson Foundation Clinical Scholar studying at the Wharton School of Business

•

M.D., Georgetown University School of Medicine

•

B.S., Howard University

Each director will be elected by the vote of the majority of the votes cast with respect to that director’s election, where a “majority of the votes cast” means that the number of shares voted “FOR” a director must exceed the number of votes cast “AGAINST” that director.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE PROPOSED NOMINEES FOR DIRECTOR.

PROPOSAL 2

ELECTION OF MAX LIN TO THE BOARD OF DIRECTORS

In addition to the twelve persons named in Proposal 1, the Company’s Board of Directors has approved the nomination of Max Lin for election at the Annual Meeting to serve as a director until the 2026 Annual Meeting and until his successor is elected and qualified, provided that certain conditions are satisfied. Mr. Lin will be elected by the vote of the majority of the votes cast, where a “majority of the votes cast” means that the number of shares voted “FOR” Mr. Lin must exceed the number of votes cast “AGAINST” Mr. Lin. Any executed proxies returned to the Company will be voted for Mr. Lin except to the extent instructed otherwise. Mr. Lin has consented to be named and, if elected, to serve. As described below, Proposal 2 is subject to and contingent upon receipt of the required regulatory approvals described herein.

Strategic Partnership Agreement with KKR

As previously disclosed by the Company, pursuant to the Strategic Partnership Agreement dated January 29, 2025 (the “Strategic Partnership Agreement”) between the Company and KKR Hawaii Aggregator L.P., the Board of Directors has agreed to nominate Mr. Lin and William K. “Dan” Daniel to stand for election to the Board of Directors at the Annual Meeting for a term expiring at the 2026 Annual Meeting and until their successors are elected and qualified. Mr. Lin’s election to the Board of Directors is subject to the receipt by KKR of the HSR Approval, the Sweden Approval and the Italy Approval. Separately, Mr. Daniel’s election to the Board of Directors is subject to the receipt by KKR of the HSR Approval, the Sweden Approval, the Italy Approval and the Spain Approval. As of April 4, 2025, KKR has informed the Company that it has obtained the HSR Approval and the Sweden Approval.

Pursuant to the terms of the Strategic Partnership Agreement, it is expected that, if elected to the Board of Directors, Mr. Lin and Mr. Daniel will subsequently be appointed to the following committees of the Board of Directors: Mr. Lin will be appointed to the Nominating and Governance Committee as Vice Chair; Mr. Daniel will be appointed to the Compensation Committee; and each of Mr. Lin and Mr. Daniel will be appointed to the Strategic Advisory Committee.

Conditions to Proposal 2

Mr. Lin’s nomination for election to the Board of Directors is contingent on the receipt by KKR of the HSR Approval, the Sweden Approval and the Italy Approval. As of April 4, 2025, (i) KKR has received the HSR Approval and the Sweden Approval and (ii) the Italy Approval remains outstanding. If KKR does not receive the Italy Approval by the date of the Annual Meeting, the Company will withdraw Proposal 2, and Proposal 2 will not be voted on at the Annual Meeting. In the event that Proposal 2 is so withdrawn, the Board of Directors intends to appoint Mr. Lin to the Board of Directors upon receipt of the Italy Approval. Such appointment may occur as soon as immediately following the Annual Meeting. In the event the Company is required to withdraw Proposal 2 because the Italy Approval has not been obtained by the date of the Annual Meeting, the Board of Directors will consider any proxies submitted in favor of Mr. Lin’s election pursuant to Proposal 2 as evidence of stockholder support of the Company’s appointment of Mr. Lin to the Board of Directors.

Set forth below is certain information, as of April 9, 2025, concerning Mr. Lin:

Max Lin

Partner, Kohlberg Kravis Roberts & Co. L.P. (KKR)

Age: 43

Professional Experience

• Partner, KKR (2005-2007, 2009-Present)

• Analyst, Morgan Stanley (2003-2005)

LOGO

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. 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.

Other Boards

• Cotiviti, Inc. (2024-Present) (private)

• Therapy Brands Holdings, LLC (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)

Education

• M.B.A., Harvard Business School

• B.S. and B.A.S., University of Pennsylvania

Mr. Lin will be elected by the vote of the majority of the votes cast, where a “majority of the votes cast” means that the number of shares voted “FOR” Mr. Lin must exceed the number of votes cast “AGAINST” Mr. Lin.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF MAX LIN FOR DIRECTOR.

PROPOSAL 3

ELECTION OF WILLIAM K. “DAN” DANIEL TO THE BOARD OF DIRECTORS

In addition to the twelve persons named in Proposal 1 and Mr. Lin in Proposal 2, the Company’s Board of Directors has approved the nomination of William K. “Dan” Daniel for election at the Annual Meeting to serve as a director until the 2026 Annual Meeting and until his successor is elected and qualified provided that certain conditions are satisfied. Mr. Daniel will be elected by the vote of the majority of the votes cast, where a “majority of the votes cast” means that the number of shares voted “FOR” Mr. Daniel must exceed the number of votes cast “AGAINST” Mr. Daniel. Any executed proxies returned to the Company will be voted for Mr. Daniel except to the extent instructed otherwise. Mr. Daniel has consented to be named and, if elected, to serve. As described below, Proposal 3 is subject to and contingent upon receipt of the required regulatory approvals described herein.

Strategic Partnership Agreement with KKR

As previously disclosed by the Company, pursuant to the Strategic Partnership Agreement, the Board of Directors has agreed to nominate Mr. Lin and Mr. Daniel to stand for election to the Board of Directors at the Annual Meeting for a term expiring at the 2026 Annual Meeting and until their successors are elected and qualified. Mr. Lin’s election to the Board of Directors is subject to the receipt by KKR of the HSR Approval, the Sweden Approval and the Italy Approval. Separately, Mr. Daniel’s election to the Board of Directors is subject to the receipt by KKR of the HSR Approval, the Sweden Approval, the Italy Approval and the Spain Approval. As of April 4, 2025, KKR has informed the Company that it has obtained the HSR Approval and the Sweden Approval.

Conditions to Proposal 3

Mr. Daniel’s nomination for election to the Board of Directors is contingent on the receipt by KKR of the HSR Approval, the Sweden Approval, the Italy Approval and the Spain Approval. As of April 4, 2025, (i) KKR has received the HSR Approval and the Sweden Approval and (ii) the Italy Approval and the Spain Approval remain outstanding. If KKR does not receive the Italy Approval and the Spain Approval prior to the date of the Annual Meeting, the Company will withdraw Proposal 3, and Proposal 3 will not be voted on at the Annual Meeting. In the event that Proposal 3 is so withdrawn, the Board of Directors intends to appoint Mr. Daniel to the Board of Directors upon receipt of the Italy Approval and the Spain Approval. Such appointment may occur as soon as immediately following the Annual Meeting. In the event the Company is required to withdraw Proposal 3 because the Italy Approval and/or the Spain Approval have not been obtained by the date of the Annual Meeting, the Board of Directors will consider any proxies submitted in favor of Mr. Daniel’s election pursuant to Proposal 3 as evidence of stockholder support of the Company’s appointment of Mr. Daniel to the Board of Directors.

Set forth below is certain information, as of April 9, 2025, concerning Mr. Daniel:

William K. “Dan” Daniel

Executive Advisor, Kohlberg Kravis Roberts & Co. L.P. (KKR)

Age: 60

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)

LOGO

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

Other Boards

• CIRCOR (2023-Present) (Chairman) (private)

• Therapy Brands (2021-Present) (Chairman) (private)

• Fortifi Food Processing Solutions (2021-Present) (Chairman) (private)

• Envista Holdings Corporation (2019-2020)

Education

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

• B.A., DePauw University (Economics)

Mr. Daniel will be elected by the vote of the majority of the votes cast, where a “majority of the votes cast” means that the number of shares voted “FOR” Mr. Daniel must exceed the number of votes cast “AGAINST” Mr. Daniel.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF WILLIAM K. “DAN” DANIEL FOR DIRECTOR.

CORPORATE GOVERNANCE

Board of Directors Meetings and Committees

During the fiscal year ended December 28, 2024 (“fiscal 2024”), the Board of Directors held nine meetings. The Board of Directors has the following committees: Audit Committee; Compensation Committee; Nominating and Governance Committee; Regulatory, Compliance and Cybersecurity Committee; and Strategic Advisory Committee. During fiscal 2024, (i) the Audit Committee held five meetings, (ii) the Compensation Committee held eight meetings, (iii) the Nominating and Governance Committee held two meetings, (iv) the Regulatory, Compliance and Cybersecurity Committee held six meetings and (v) the Strategic Advisory Committee held three meetings. During fiscal 2024, each director attended at least 75% of the meetings of the Board of Directors and committees on which such directors served, in each case during the term for which the director served. Each of the committees of the Board of Directors acts pursuant to a separate written charter adopted by the Board of Directors.

Independent Directors

The Board of Directors has affirmatively determined that Messrs. Ali, Daniel, Herring, Hombach, Kuehn, Laskawy, Lin and Serota, Mses. Derby, Faig, Margulies and Raphael and Drs. Sheares and Tuckson are “independent,” as defined under Nasdaq’s Rule 5605(a)(2).

The Company’s independent directors, as defined under Nasdaq’s Rule 5605(a)(2), meet at regularly scheduled executive sessions without members of Company management present.

Audit Committee

The Audit Committee currently consists of Messrs. Kuehn (Chairperson) and Laskawy and Mses. Faig and Margulies. All of the members of the Audit Committee are independent directors as defined under Nasdaq’s Rules 5605(a)(2) and 5605(c)(2)(A). The Board of Directors has determined that each of Ms. Faig and Messrs. Kuehn and Laskawy is an “audit committee financial expert,” as defined under the rules of the SEC and, as such, each satisfy the requirements of Nasdaq’s Rule 5605(c)(2)(A). The Audit Committee operates under a charter available on our Internet website at www.henryschein.com, under the “Our Company—Corporate Governance Highlights” caption.

The purpose of the Audit Committee is to assist the Board of Directors by overseeing the Company’s accounting and financial reporting processes and the audits and integrity of the Company’s financial statements. In addition to overseeing those aspects of risk management and legal and regulatory compliance monitoring processes which may impact the Company’s financial reporting (including financial accounting and reporting risks, as well as cybersecurity risks which may impact the Company’s financial reporting), the Audit Committee reviews conflict of interest and related party transactions. The Audit Committee oversees (i) our accounting and financial reporting processes, (ii) our audits and (iii) the integrity of our financial statements on behalf of the Board of Directors, including the review of our consolidated financial statements and the adequacy of our internal controls. In fulfilling its responsibility, the Audit Committee has direct and sole responsibility, subject to stockholder approval, for the appointment, compensation, oversight and termination of the independent registered public accounting firm for the purpose of preparing or issuing an audit report or related work. The Audit Committee has the authority to retain, terminate and set the terms of its relationship with any outside advisors who assist the committee in carrying out its responsibilities. The Audit Committee meets at least four times each year and periodically meets separately with management, internal auditors and the independent registered public accounting firm to discuss the results of their audit or review of the Company’s consolidated financial statements, their evaluation of our internal controls, the overall quality of the Company’s financial reporting, our critical accounting policies and to review and approve any related party transactions (as defined by applicable regulations). We maintain procedures for the receipt, retention and the handling of complaints, which the Audit Committee established.

Compensation Committee

The Compensation Committee currently consists of Ms. Derby (Chairperson), Mr. Herring and Dr. Sheares. All of the members of the Compensation Committee are independent directors as defined under Nasdaq’s Rules 5605(a)(2) and 5605(d)(2)(A), and “non-employee directors” as defined under the SEC’s rules. The Compensation Committee operates under a charter available on our Internet website at www.henryschein.com, under the “Our Company—Corporate Governance Highlights” caption.

The purpose of the Compensation Committee is to evaluate and approve the Company’s compensation and benefit plans, policies and programs. The Compensation Committee reviews and approves (i) all incentive and equity-based compensation plans in which officers, employees, directors or other service providers may participate, (ii) the Company’s employee and executive benefits plans, and all related policies, programs and practices and (iii) arrangements with executive officers relating to their employment relationships with the Company, including, without limitation, employment agreements, severance agreements, supplemental pension or savings arrangements, change in control agreements and restrictive covenants. In addition, the Compensation Committee has overall

responsibility for evaluating and approving the Company’s compensation and benefit plans, policies and programs. The Compensation Committee is also responsible, as delegated by the Board of Directors, for reviewing and approving the compensation philosophy, strategy, program design and administrative practices to align with and support the Company’s operating and financial objectives and the financial interests of the Company’s stockholders. The Compensation Committee also plays a role (in coordination with the Nominating and Governance Committee) in environmental, social and governance matters related to human capital management and executive compensation.

Use of Outside Advisors

In making its determinations with respect to executive compensation, the Compensation Committee has historically engaged the services of an independent compensation consultant, Pearl Meyer & Partners (“Pearl Meyer”). Pearl Meyer has also assisted the Compensation Committee with several special projects, including advising it on director compensation. Other than the work of Pearl Meyer Leadership Consulting described in the succeeding sentences, Pearl Meyer does no other work for the Company. Pearl Meyer Leadership Consulting, a consulting unit of Pearl Meyer focused on management leadership and development, was retained by management on behalf of the Company to provide advice regarding executive leadership development and succession planning to the Company. The Compensation Committee conducted an independence analysis of Pearl Meyer and concluded that the provision of these additional services by Pearl Meyer Leadership Consulting did not undermine the independence of Pearl Meyer after taking into account a number of factors, including the fees accrued with respect to the additional services compared to total aggregate fees paid to Pearl Meyer and compared to the latter’s overall revenue, the nature of the additional services, and policies and procedures of Pearl Meyer designed to prevent conflicts of interest.

The Compensation Committee retains Pearl Meyer directly, and Pearl Meyer reports directly to the Compensation Committee. However, in carrying out its assignments and during the course of providing services to the Compensation Committee, Pearl Meyer may interact with Company management when necessary and appropriate in order to obtain relevant compensation and performance data for the executives and the Company. In addition, Pearl Meyer may seek input and feedback from Company management regarding Pearl Meyer’s work product and analysis prior to presenting such information to the Compensation Committee in order to confirm Pearl Meyer’s understanding of the Company’s business strategy or identify data questions or other similar issues, if any.

The Compensation Committee, with the assistance and independent advice from Pearl Meyer, annually reviews competitive compensation data prepared by Willis Towers Watson Public Limited Company (“Willis Towers Watson”), a professional services/human resources consulting company which provides a number of services to the Company.

The Compensation Committee has the authority to retain, terminate and set the terms of its relationship with any outside advisors who assist the committee in carrying out its responsibilities.

Nominating and Governance Committee

The Nominating and Governance Committee currently consists of Mr. Laskawy (Chairperson), Ms. Derby and Dr. Sheares. All of the members of the Nominating and Governance Committee are independent directors as defined under Nasdaq’s Rule 5605(a)(2). The Nominating and Governance Committee operates under a charter available on the Company’s Internet website at www.henryschein.com, under the “Our Company—Corporate Governance Highlights” caption.

The purpose of the Nominating and Governance Committee is to assist the Board of Directors by identifying individuals qualified to become Board of Directors members, recommend to the Board of Directors the persons to be nominated by the Board of Directors for election as directors at the annual meeting of stockholders, determine the criteria for selecting new directors and oversee the evaluation of the Board of Directors. The Nominating and Governance Committee reviews and reassesses our governance procedures and practices and recommends any proposed changes to the Board of Directors for its consideration. The Nominating and Governance Committee also reviews and assesses the structure and performance of the Company’s environmental, social and governance activities to advance the interests of the Company’s stakeholders and coordinates with the Compensation Committee on such matters when they relate to human capital management and executive compensation. The Chief Sustainability Officer leads Company-wide sustainability activities and reports progress to the Nominating and Governance Committee and the full Board of Directors, each on at least an annual basis. In 2022 and 2023, we published our annual Sustainability and Corporate Citizenship report according to key global sustainability standards such as the Sustainability Accounting Standards Board and Task Force for Climate-related Financial Disclosures, which are now part of the International Sustainability Standards Board. In 2023, we conducted our first limited assurance for key sustainability metrics. Our 2024 Sustainability and Corporate Citizenship report is currently anticipated to be issued during the second quarter of fiscal 2025.

The Nominating and Governance Committee will consider for nomination to the Board of Directors candidates suggested by stockholders, provided that such recommendations are delivered to the Company in the manner described under “Stockholder Communications” below, together with the information required to be filed in a proxy statement with the SEC regarding director

nominees and each such nominee’s consent to serve as a director if elected, no later than the deadline for submission of stockholder proposals. Our policy is to consider nominations to the Board of Directors from stockholders who comply with the procedures set forth in the Company’s Fourth Amended and Restated By-laws for nominations at the Company’s annual meeting of stockholders, and to consider such nominations using the same criteria it applies to evaluate nominees recommended by other sources. To date, we have not received any recommendations from stockholders requesting that the Nominating and Governance Committee consider a candidate for inclusion among the committee’s slate of nominees in the Company’s proxy statement.

In evaluating director nominees on an annual basis, the Nominating and Governance Committee currently considers the following factors:

•

the knowledge, skills, reputation, background and experience of nominees, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board of Directors;

•

familiarity with businesses similar or analogous to the Company;

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experience with accounting rules and practices, and corporate governance principles;

•

experience and expertise related to economic, environmental and human capital matters; and

•

the commitments of the director nominee to other board memberships, among other significant professional commitments that the director maintains.

The Nominating and Governance Committee, in accordance with its charter, seeks to create a Board of Directors that is strong in its collective knowledge, skills, background and experience and may also consider such other factors that it deems are in the best interests of the Company and its stockholders. The Nominating and Governance Committee annually reviews the nominees for director to the Company’s Board of Directors to determine if such nominees satisfy the Company’s then-current needs. The Nominating and Governance Committee determined that the nominees for election at the Annual Meeting to serve as directors satisfy the Company’s current needs as well as applicable regulatory requirements.

The Nominating and Governance Committee identifies nominees by evaluating the current members of the Board of Directors willing and eligible to continue in service. Current members of the Board of Directors with skills and experience that are relevant to the Company’s business and who are willing and eligible to continue in service are considered for a recommendation to re-nominate, balancing the value of continuity of service by existing members of the Board of Directors with that of obtaining a new perspective. If any member of the Board of Directors does not wish to continue in service or if the Nominating and Governance Committee or the Board of Directors decides not to re-nominate a member for re-election, the Nominating and Governance Committee considers the composition of the Board of Directors, and, if applicable, may identify the desired skills and experience of a new nominee, and discuss with the Board of Directors suggestions as to individuals that meet the criteria. In addition, the Nominating and Governance Committee has the authority to retain third party search firms to evaluate or assist in identifying or evaluating potential nominees.

With the goal of increasing the effectiveness of the Board of Directors and its relationship to management, the Nominating and Governance Committee evaluates the performance of the Board of Directors as a whole. The evaluation process, which occurs at least annually, includes a survey of the individual views of all directors, which are then shared with the full Board of Directors. In addition, each of the committees of the Board of Directors performs a similar annual self-evaluation.

Regulatory, Compliance and Cybersecurity Committee

The Regulatory, Compliance and Cybersecurity Committee currently consists of Messrs. Herring (Chairperson), Kuehn and Serota and Mses. Margulies and Raphael. All of the current members of the Regulatory, Compliance and Cybersecurity Committee are independent directors as defined under Nasdaq’s Rule 5605(a)(2). The Regulatory, Compliance and Cybersecurity Committee operates under a charter available on the Company’s Internet website at www.henryschein.com, under the “Our Company—Corporate Governance Highlights” caption.

The purpose of the Regulatory, Compliance and Cybersecurity Committee is to assist the Board of Directors by providing guidance to, and oversight of, the Company’s senior management responsible for assessing and managing Company-wide regulatory, corporate compliance and cybersecurity risk management programs. The primary responsibilities of the Regulatory, Compliance and Cybersecurity Committee are to (i) serve as a sounding board for the strategic decisions, issues, challenges and opportunities relating thereto, (ii) provide expertise to guide assessment and monitoring of Company-wide regulatory, corporate compliance and cybersecurity risk management budgeting, spending and capital investment, (iii) monitor progress and status of the Company’s regulatory, corporate compliance and cybersecurity risk management programs, (iv) review and evaluate major regulatory, corporate compliance and cybersecurity risk management initiatives to identify emerging and future opportunities for synergy or to leverage regulatory, corporate compliance and cybersecurity risk management investments more effectively and cost efficiently, (v) report to the Audit Committee on regulatory, corporate compliance and cybersecurity risk management matters reviewed by the Regulatory, Compliance and

Cybersecurity Committee that may impact the Company’s financial reporting and (vi) be generally available to, and communicate with, the Company’s senior management, and to inform the Board of Directors in the areas described above.

Strategic Advisory Committee

The Strategic Advisory Committee currently consists of Drs. Sheares (Chairperson) and Tuckson, Messrs. Ali, Herring, Hombach and Serota and Mses. Faig and Raphael. All of the current members of the Strategic Advisory Committee are independent directors as defined under Nasdaq’s Rule 5605(a)(2). The Strategic Advisory Committee operates under a charter available on our Internet website at www.henryschein.com, under the “Our Company—Corporate Governance Highlights” caption.

The purpose of the Strategic Advisory Committee is to provide advice to the Board of Directors and to our management regarding the monitoring and implementation of our corporate strategic plan, as well as general strategic planning.

Board of Directors’ Leadership Structure

On an annual basis, as part of our governance review and succession planning, the Nominating and Governance Committee evaluates our leadership structure to ensure that it remains the optimal structure for our Company and our stockholders. We believe our current leadership structure—where our Chief Executive Officer serves as Chairman of the Board of Directors, a majority of our Board of Directors is comprised of experienced independent directors (including a Lead Director), committees of our Board of Directors are comprised solely of independent directors and our independent directors hold regular meetings in executive session—is most appropriate and remains the optimal structure for our Company and our stockholders and has contributed to our Company’s compounded growth rates for sales and net income since becoming a public company in 1995.

Since 1989, the Company has employed a traditional board leadership model, with our Chief Executive Officer also serving as Chairman of our Board of Directors. We believe this traditional leadership structure benefits our Company. A combined Chairman/CEO role helps provide strong, unified leadership for our management team and Board of Directors. Our customers, stockholders, suppliers and other business partners have always viewed our Chairman/CEO as a visionary leader in our industry, and we believe that having a single leader for the Company is good for our business.

We also believe that strong, independent Board of Director leadership is a critical aspect of effective corporate governance. Accordingly, Mr. Laskawy serves as our Lead Director. As specified in our Corporate Governance Guidelines the role and duties of the Lead Director include:

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presiding at all executive sessions of the independent directors and calling meetings of the independent directors;

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acting as a liaison among the members of the Board of Directors, the Chief Executive Officer and management;

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coordinating information sent to the Board of Directors;

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coordinating meeting agendas and schedules for the Board of Directors to assure that there is sufficient time for discussion of all agenda items;

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conferring with the Chief Executive Officer, as appropriate; and

•

being available for consultation with our stockholders, as appropriate.

(See “Corporate Governance Guidelines” set forth below.)

At present, we believe that combining the roles of Chairman and Chief Executive Officer, together with an experienced Lead Director, is the best governance model for our Company and our stockholders.

Our Board of Directors’ committees, each with a separate Chairperson, are the: Audit Committee; Compensation Committee; Nominating and Governance Committee; Regulatory, Compliance and Cybersecurity Committee; and Strategic Advisory Committee. Each of the Audit Committee, Compensation Committee and Nominating and Governance Committee is comprised solely of independent directors, and each of the Regulatory, Compliance and Cybersecurity Committee and Strategic Advisory Committee is currently comprised solely of independent directors.

Our directors bring a broad range of leadership experience to the boardroom and regularly contribute to the thoughtful discussion involved in effectively overseeing the business and affairs of the Company. The atmosphere of our Board of Directors is collegial, all members are well engaged in their responsibilities, and all members express their views and consider the opinions expressed by other directors. We do not believe that appointing an independent Chairman would improve the performance of the Board of Directors.

The Board of Directors is responsible for selecting the Chairman/CEO. The Chairman/CEO establishes the agenda for each meeting of the Board of Directors (in coordination with the Chairperson of the Nominating and Governance Committee/Lead Director) and presides at Board of Directors’ and stockholders’ meetings. The Chairperson of the Nominating and Governance Committee/Lead Director takes input from the other independent directors when setting the agenda for the independent sessions.

Board of Directors’ Role in Oversight of Risk

Risk oversight is provided by a combination of our full Board of Directors and by the Board of Directors’ committees. As part of its oversight, our Board of Directors and its committees meet regularly to discuss the strategic direction and the issues and opportunities facing our Company.

The Audit Committee takes the lead risk oversight role, focusing primarily on risk management related to monitoring and controlling the Company’s financial risks (i.e., overseeing those aspects of risk management and legal and regulatory compliance monitoring processes which may impact the Company’s financial reporting, including financial accounting and reporting risks, as well as cybersecurity risks). The Compensation Committee focuses primarily on human capital matters (such as executive compensation plans and executive agreements) and evaluates whether the Company’s compensation policies and practices for its executive officers and other employees of the Company create risks that are reasonably likely to have a material adverse effect on the Company. The Nominating and Governance Committee focuses primarily on succession planning, director nomination criteria and candidate identification, as well as on evaluation of our corporate governance procedures and practices including performance evaluation of our Board of Directors. The Nominating and Governance Committee also reviews and assesses the Company’s response to climate risk, and other relevant strategic sustainability risks facing our operations, supply chain and communities. The Regulatory, Compliance and Cybersecurity Committee focuses primarily on risks related to regulatory, corporate compliance and cybersecurity matters. The Strategic Advisory Committee focuses primarily on the Company’s strategic and business development plans including the risks associated with those plans.

In October 2023, we experienced a cybersecurity incident which primarily affected the operations of our North American and European dental and medical distribution businesses. Certain members of the Audit Committee and Regulatory, Compliance and Cybersecurity Committee conducted a review of the incident, including the measures undertaken in response to it.

The Company’s Executive Management Committee is responsible for the oversight and active management of material risks to the Company (including, without limitation, strategic, development, business, operational, human, sustainability, financial, technology, legal and regulatory risks) as an integral part of the Company’s business planning, succession planning and management processes. Members of the management team provide periodic reports to the Audit Committee, Compensation Committee, Regulatory, Compliance and Cybersecurity Committee and Strategic Advisory Committee on select risk management topics and the Chairperson of each respective committee reports, as appropriate, on these topics to the full Board of Directors.

The Company’s management has a longstanding commitment to employing and imbedding sound risk management practices and disciplines into its business planning and management processes throughout the Company to better enable achievement of the Company’s strategic, business, operational, financial, sustainability and compliance objectives, as well as to achieve and maintain a competitive advantage in the marketplace.

Human Capital Matters

At Henry Schein, we understand that our long-term growth is enhanced by creating shared value for our business and the communities we serve, while engaging our key stakeholders that make up our Mosaic of Success—Team Schein Members (TSMs), customers, suppliers, stockholders and society. Rooted in our long, rich history of sustainability and corporate citizenship, we build relationships to foster trust, strengthen resilience and catalyze innovative solutions, to make the world healthier, together. We do this by building environmental, social, and economic value for the Company’s sustained growth and continued success as a trusted partner and leader in health care. Overseen by the Nominating and Governance Committee of our Board of Directors with the Compensation Committee also playing a role in environmental, social and governance matters related to human capital engagement and executive compensation, some key 2024 highlights related to human capital matters include:

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continuing to evaluate our pay equity for the majority of the U.S. workforce, which reviews compensation for equity and fairness;

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expanding our inclusive culture learning journey by educating TSMs on how to create and sustain a meaningful, inclusive and learning oriented culture; and

•

continuing to drive a culture of wellness and engagement for our TSMs by fostering an environment where they can feel a sense of belonging and purpose.

Our employees continue to be one of our greatest assets. We employ approximately 25,000 people, with approximately 49% of our workforce based in the United States and approximately 51% based outside of the United States.

Our TSMs are the cornerstone of the Company. We provide a connected and caring community that invests in the career journey of our TSMs and encourages their contribution to our mission of making the world healthier. Our TSM experience strategy is centered around our Team Schein Values under the pillars of Community, Caring and Career. We know our business success is built on the engagement and commitment of our team, which is dedicated to meeting the needs of their fellow TSMs, our customers, supplier partners, stockholders and society.

We recognize the changes in how and where we work, and that a continued connection to our long-standing values is important for our team members as we evolve our culture. Throughout 2024, we rolled out a continuous listening program that used various vehicles, including The Pulse Global Culture Survey and TSM roundtables, to garner feedback from our TSMs on their employee experience. We believe that a great employee experience also drives a great customer experience. We want all of our TSMs to pursue their ambitions, deliver within our values driven culture, and enjoy a rewarding career enabled by great people leaders. The Pulse Global Culture Survey was redesigned in 2023 to measure scores aligned to our Team Schein Values. Our recent annual Pulse survey indicated that although there were heightened stress levels caused by the 2023 cyber incident and restructuring initiatives, TSMs generally remained satisfied with their work experience, felt connected to their colleagues and intended to stay with Henry Schein. This year, data suggests continued opportunities to improve how we cascade communications to all levels of the organization, continue to reduce burnout and stress and provide more transparency around opportunities for career development. Throughout the year, we also administer quarterly employee listening surveys as a way to continuously understand and respond to our TSMs’ feelings. This feedback is shared with our Executive Management Committee and Board of Directors, both of whom are committed to addressing identified opportunities. As part of this commitment, some highlights from 2024 included:

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Community: Provide opportunities for TSMs to have fun while contributing to an inclusive team that respects and supports one another.

Continued focus on creating an inclusive environment where TSMs feel a sense of belonging; notably, in 2024 for the third time, our top strength identified in The Pulse Global Culture Survey was our Company’s inclusive culture. To deepen our commitment to inclusion across the Company, Global Directors and Vice Presidents and U.S. Managers are responsible for attending educational training focused on developing our culture. We continue to expand our learning journey, educating TSMs on key topics that help us develop a culture of inclusion and understanding. We continue to publish our United States Equal Employment Opportunity Commission (“EEOC”) EEO-1 data for the U.S.

Completed our first year of Henry Schein Games, a global virtual platform that drives community and engagement and offers field-day type in-person events at various global locations that brought TSMs together through friendly competition by earning points for their team by engaging in cultural-related activities and posting photos.

Expanded the number of “Connection Days” throughout the globe at Henry Schein facilities, which were designed to boost team morale by bringing TSMs together to participate in team building activities at least once per quarter.

Continued focus on our Employee Resource Groups (“ERGs”), a vehicle for all TSMs to share, connect, learn and develop both personally and professionally. In 2024, we launched our seventh ERG, ADAPT (Abled and Disabled Allies Partnering Together). Each of our ERGs has a sponsor from our Executive Management Committee and Board of Directors. Our CEO engages directly in many of our ERG programs.

Certified over 200 TSMs through our Culture Ambassador Program, which educates TSMs on our culture and certifies TSMs as mentors to new hires during their first 90 days to ensure new TSMs understand how we live our values day to day, and how they can engage in the Team Schein Culture.

•

Caring: Build a world we want to live in by supporting each other and the communities in which we live and work.

Continued to offer a variety of opportunities to volunteer to drive purpose and engage in local communities in which TSMs live and work, such as through Carry the Load, the We Care Global Challenge, Back to School and Holiday Cheer.

Continued to strengthen our strategic partnerships with industry associations, customers and suppliers that support access to quality health care through various key programs and initiatives (e.g., Gives Kids A Smile, Cares Package Program, Global Student Outreach Program and Prepare to Care).

Expanded our global and highly rated Steps for Suicide Prevention campaign, which brings TSMs together to walk for a cause and provide education, partnering with the American Foundation for Suicide Prevention, Suicide Awareness and Remembrance (for Veterans) and other local organizations.

We also understand the importance of driving a culture of wellness for our own team members through our Mental Wellness Committee, which is supported by our CEO, Executive Management Committee and Board of Directors. In 2024, we rolled out a ‘Banish Burnout’ campaign, partnering with an external wellness professional to create individualized tips and programming based on the burnout tendencies each TSM faces.

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Career: Provide opportunities for TSMs to develop personally and professionally with an emphasis on embodying our values to achieve our collective goals with excellence and integrity.

Continued investment in our Team Schein Members by providing both formal and informal learning opportunities focused on growing and enhancing knowledge, skills and abilities through a broad suite of professional development training programs for current and future roles. In 2024, we saw an increase in participation in our workshops, with TSMs reporting a high utilization of skills learned.

Continued expansion of our leadership development programs, with formal mentorship and coaching programs.

Continued roll-out of talent planning efforts designed to ensure a strong leadership pipeline across the organization by strategically identifying and developing talent through targeted development opportunities and intentional succession plans. Information derived from talent planning efforts informs curriculum design and content to help focus on the right capabilities and help ensure alignment of career development efforts with the future needs of the organization. Our Board of Directors is provided with periodic updates regarding our talent and succession planning efforts and participates in professional development activities with our TSMs.

Announced the creation of the Core Leadership Capabilities (“CLCs”), a skills-based model for all TSMs that highlights the leadership capabilities that all TSMs are expected to demonstrate for career success. The CLCs are a common language and foundational step to developing and refining the tools, processes and programs which support the evolution of a TSM’s career including enhancing skills and career development, leading to enhanced career pathing and internal mobility.

Enhanced Company-wide recognitions, including our Teddy Philson Team Schein Award, which was redesigned in 2023 to provide more visibility and meaningful recognition to TSMs who exemplify our Team Schein Values, as well as other programs including service awards which highlight TSMs who exemplify our Team Schein Values. In 2024, we recognized 15 award winners around the world at our Global Directors and Vice Presidents Management Meeting.

Corporate Governance Guidelines

The Board of Directors has adopted Corporate Governance Guidelines, a copy of which is available on our Internet website at www.henryschein.com, under the “Our Company—Corporate Governance Highlights” caption. Our Corporate Governance Guidelines address topics such as (i) role of the Board of Directors, (ii) director responsibilities, (iii) Board of Directors’ composition, (iv) definition of independence, (v) lead director, (vi) committees, (vii) selection of Board of Directors nominees, (viii) orientation and continuing education of directors, (ix) executive sessions of independent directors, (x) management development and succession planning, (xi) Board of Directors’ compensation, (xii) attendance of directors at the annual meeting of stockholders, (xiii) service on other boards, (xiv) Board of Directors access to management and independent advisors, (xv) annual evaluation of Board of Directors and committees, (xvi) submission of director resignations and (xvii) communications with the Board of Directors.

Among other things, the Company’s Corporate Governance Guidelines provide that it is the Board of Directors’ policy to periodically review issues related to the selection and performance of the Chief Executive Officer. At least annually, the Chief Executive Officer must report to the Board of Directors on the Company’s program for management development and on succession planning. In addition, the Board of Directors and Chief Executive Officer shall periodically discuss the Chief Executive Officer’s recommendations as to a successor in the event of the sudden resignation, retirement or disability of the Chief Executive Officer.

The Company’s Corporate Governance Guidelines also provide that it is the Board of Directors’ policy that, in light of the increased demands facing directors, directors must be able to devote sufficient time to carrying out their duties and responsibilities effectively. The Board believes that directors should limit the number of boards of other public companies on which its members serve to ensure their effectiveness as a member of the Company’s Board. In March 2024, upon recommendation of the Nominating and Governance Committee, the Board of Directors amended the Company’s Corporate Governance Guidelines to include a director time commitment policy. Under the director time commitment policy, the Company’s Chief Executive Officer and non-executive directors who are employed as the chief executive officer of another publicly traded company should not serve on more than two other public company boards in addition to serving on our Board of Directors, while other non-executive directors should not serve on more than four other public company boards in addition to serving on our Board of Directors. Under the policy, directors should advise the Chairman, the Lead Director and the Chairperson of the Nominating Committee in advance of accepting an invitation to serve on another public company board, any private company board or any not-for-profit board in order to evaluate whether the new directorship adversely impacts the director’s service on our Board of Directors, including whether the directorship creates any potential conflict of interest. In addition, directors should advise the Chairman, the Lead Director and the Chairperson of the Nominating Committee of any change in employment status. The Nominating and Governance Committee will consider the commitments of a director or candidate to other board memberships, among other significant professional commitments that the director maintains, in assessing the individual’s suitability for election or reelection to the Board of Directors. In March 2025, the Nominating and Governance Committee conducted a review of such commitments and affirmed that all directors and director nominees are in compliance with the Company’s director time commitment policy.

Code of Ethics

In addition to our Worldwide Business Standards applicable to all employees, we have adopted a Code of Ethics for Senior Financial Officers that applies to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and Controller (if any), or persons performing similar functions. The Code of Ethics is posted on our Internet website at

www.henryschein.com

, under the “Our Company—Corporate Governance Highlights” caption. We will disclose on our website any amendment to, or waiver of, a provision of the Code of Ethics for Senior Financial Officers, or persons performing similar functions.

Insider Trading Policy

The Company has adopted an insider trading policy, and accompanying procedures, applicable to all of our employees (including all executive officers) and members of our Board of Directors, which we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards. Our insider trading policy prohibits our employees from trading in securities of the Company while in possession of material,

non-public

information, and, among other things, requires that designated individuals holding certain positions only transact in Company securities during an open window period (with appropriate preclearance for members of our Executive Management Committee (including all executive officers) and Board of Directors), subject to limited exceptions. The Company also requires periodic training for certain senior officers and others likely to learn material,

non-public

information in the course of their job duties. The Company also has a practice that requires that any transactions by the Company in its securities are

pre-cleared

by appropriate members of its General Counsel’s office.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table presents certain information regarding beneficial ownership of our common stock (excluding unvested restricted stock units and unvested stock options that are exercisable more than 60 days from March 24, 2025) as of March 24, 2025 (unless otherwise noted below) by (i) each person we know is the beneficial owner of more than 5% of the outstanding shares of common stock, (ii) each director of the Company, (iii) each nominee for director of the Company, (iv) our Chief Executive Officer, our Chief Financial Officer, each of the other three most highly paid executive officers serving as of December 28, 2024 (the “Named Executive Officers” or “NEOs”), and (v) all directors and executive officers (including Named Executive Officers) as a group.


	Shares Beneficially Owned
Names and Addresses¹	Number		Percent of Class
Mohamad Ali²		10,917	*
Stanley M. Bergman³		616,877	0.50%
James P. Breslawski⁴		207,674	*
William K. “Dan” Daniel		0	*
Deborah Derby⁵		10,432	*
Michael S. Ettinger⁶		62,110	*
Carole T. Faig⁷		2,604	*
Joseph L. Herring⁸		24,904	*
Robert J. Hombach		0	*
Kurt P. Kuehn⁹		12,843	*
Philip A. Laskawy¹⁰		59,824	*
Max Lin		0	*
Anne H. Margulies¹¹		25,162	*
Mark E. Mlotek¹²		68,534	*
Carol Raphael¹³		31,319	*
Scott Serota¹⁴		6,369	*
Bradley T. Sheares, Ph.D.¹⁵		42,202	*
Ronald N. South¹⁶		31,098	*
Reed V. Tuckson, M.D., FACP¹⁷		7,586	*
The Vanguard Group, Inc.¹⁸		15,171,464	12.38%
KKR Hawaii Aggregator L.P. and its affiliates (KKR)¹⁹		12,016,714	9.81%
BlackRock, Inc.²⁰		9,939,960	8.11%
Artisan Partners Limited Partnership²¹		6,546,018	5.34%
Directors and Executive Officers as a Group (21 persons)²²		1,326,876	1.08%

* Represents less than 0.50%.

¹ Unless otherwise indicated, the address for each person is c/o Henry Schein, Inc., 135 Duryea Road, Melville, New York 11747.

² Represents (i) 9,654 shares owned directly and over which Mr. Ali has sole voting and dispositive power and (ii) 1,263 shares held in Mr. Ali’s Non-Employee Director Deferred Compensation Plan account.

³ Represents (i) 17,389 shares that Mr. Bergman owns directly and over which he has sole voting and dispositive power, (ii) 112,672 shares over which Marion Bergman, Mr. Bergman’s wife, has shared voting and dispositive power as co-trustee of the Bergman Family 2010 Trust #2, (iii) 21 shares owned by Mr. Bergman’s wife over which Mr. Bergman has shared voting and dispositive power, (iv) 329,410 shares over which Mr. Bergman’s wife has shared voting and dispositive power as manager of the Bergman Family 2010 Trust #2, LLC, (v) 23,858 shares over which Mr. Bergman’s wife has shared voting and dispositive power as manager of the SBMB GST Trust Partners LLC, (vi) 4,700 shares over which Mr. Bergman and his wife have shared voting and dispositive power as members of the board of directors of the Stanley, Marion, Paul and Edward Bergman Family Foundation, (vii) outstanding options to purchase 119,089 shares that either are exercisable or will become exercisable within 60 days of March 24, 2025 and (viii) 9,738 shares held in a 401(k) Plan account.

⁴ Represents (i) 153,220 shares owned directly and over which Mr. Breslawski has sole voting and dispositive power and (ii) outstanding options to purchase 54,454 shares that either are exercisable or will become exercisable within 60 days of March 24, 2025.

⁵ Represents (i) 760 shares held indirectly by the Deborah M. Derby Revocable Trust, for the benefit of Ms. Derby, over which Ms. Derby has sole voting and dispositive power and (ii) 9,672 restricted stock units that vested but, per Ms. Derby’s election, the payment date has been deferred.

⁶ Represents (i) 18,403 shares owned directly and over which Mr. Ettinger has sole voting and dispositive power, (ii) outstanding options to purchase 43,497 shares that either are exercisable or will become exercisable within 60 days of March 24, 2025 and (iii) 210 shares held in a 401(k) Plan account.

⁷ Represents 2,604 restricted stock units that vested but, per Ms. Faig’s election, the payment date has been deferred.

⁸ Represents 24,904 shares owned directly and over which Mr. Herring has sole voting and dispositive power.

⁹ Represents (i) 1,000 shares owned directly and over which Mr. Kuehn has sole voting and dispositive power and (ii) 11,843 restricted stock units that vested but, per Mr. Kuehn’s election, the payment date has been deferred.

¹⁰ Represents (i) 37,863 shares held in Mr. Laskawy’s Non-Employee Director Deferred Compensation Plan account and (ii) 21,961 restricted stock units that vested but, per Mr. Laskawy’s election, the payment date has been deferred.

¹¹ Represents (i) 12,815 shares owned directly and over which Ms. Margulies has sole voting and dispositive power, (ii) 7,430 shares held in Ms. Margulies’ Non-Employee Director Deferred Compensation Plan account and (iii) 4,917 restricted stock units that vested but, per Ms. Margulies’ election, the payment date has been deferred.

¹² Represents (i) 8,952 shares owned directly and over which Mr. Mlotek has sole voting and dispositive power, (ii) 5,916 shares held indirectly as trustee of trusts for the benefit of family members, over which Mr. Mlotek has sole voting and dispositive power, (iii) outstanding options to purchase 49,578 shares that either are exercisable or will become exercisable within 60 days of March 24, 2025 and (iv) 4,088 shares held in a 401(k) Plan account.

¹³ Represents 31,319 shares owned directly and over which Ms. Raphael has sole voting and dispositive power.

¹⁴ Represents (i) 5,369 shares owned directly and over which Mr. Serota has sole voting and dispositive power and (ii) 1,000 shares held indirectly by the Serota Family Trust dated May 24, 2013, for the benefit of Mr. Serota and his spouse, over which Mr. Serota has shared voting and dispositive power.

¹⁵ Represents (i) 5,369 shares owned directly and over which Dr. Sheares has sole voting and dispositive power and (ii) 36,833 restricted stock units that vested but, per Dr. Sheares’ election, the payment date has been deferred.

¹⁶ Represents (i) 12,475 shares owned directly and over which Mr. South has sole voting and dispositive power and (ii) outstanding options to purchase 18,623 shares that either are exercisable or will become exercisable within 60 days of March 24, 2025.

¹⁷ Represents (i) 5,369 shares owned directly and over which Dr. Tuckson has sole voting and dispositive power and (ii) 2,217 restricted stock units that vested but, per Dr. Tuckson’s election, the payment date has been deferred.

¹⁸ The principal office of The Vanguard Group, Inc. (“Vanguard”) is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. Vanguard has the sole power to dispose of or direct the disposition of 14,620,083 shares, the shared power to vote or direct the vote of 163,611 shares, and the shared power to dispose of or direct the disposition of 551,381 shares. The foregoing information regarding the stock holdings of Vanguard and its affiliates is as of December 29, 2023 and is based on an amended Schedule 13G filed by Vanguard with the SEC on February 13, 2024.

¹⁹ The principal business address of each of the entities and persons identified below, except MH Sub I, LLC, Indigo Intermediate Co II, LLC and Mr. Roberts, is c/o Kohlberg Kravis Roberts & Co. L.P., 30 Hudson Yards, New York, New York 10001. The address of the business office of MH Sub I, LLC and Indigo Intermediate Co II, LLC is 909 N. Pacific Coast Highway, 11th floor, El Segundo, California 90245. The principal business address for Mr. Roberts is c/o Kohlberg Kravis Roberts & Co. L.P., 2800 Sand Hill Road, Suite 200, Menlo Park, California 94025. Represents (i) 11,628,344 shares held directly by KKR Hawaii Aggregator L.P. and (ii) 388,370 shares held directly by MH Sub I, LLC. KKR Hawaii Aggregator GP LLC (as the general partner of KKR Hawaii Aggregator L.P.), KKR North America Fund XIII SCSp (as the sole member of KKR Hawaii Aggregator GP LLC), KKR Associates North America XIII SCSp (as the general partner of KKR North America Fund XIII SCSp), KKR North America XIII S.à r.l. (as the general partner of KKR Associates North America XIII SCSp), KKR North America XIII Holdings Limited (as the sole shareholder of KKR North America XIII S.à r.l.), KKR Group Partnership L.P. (as the sole shareholder of KKR North America XIII Holdings Limited), KKR Group Holdings Corp. (as the general partner of KKR Group Partnership L.P.), KKR Group Co. Inc. (as the sole shareholder of KKR Group Holdings Corp.), KKR & Co. Inc. (as the sole shareholder of KKR Group Co. Inc.), KKR Management LLP (as the Series I preferred stockholder of KKR & Co. Inc.), and Messrs. Kravis and Roberts (as the founding partners of KKR Management LLP) may be deemed to be the beneficial owner of the shares described herein as being held directly by KKR Hawaii Aggregator L.P. Indigo Intermediate Co II, LLC (as the sole member of MH Sub I, LLC), IB Aggregator II L.P. (as the sole member of Indigo Intermediate Co II, LLC, KKR Indigo Aggregator III GP LLC (as the controlling general partner of IB Aggregator II L.P.), KKR Americas Fund XII (Indigo) L.P. (as the sole member of KKR Indigo Aggregator III GP LLC), KKR Associates Americas XII AIV L.P. (as the general partner of KKR Americas Fund XII (Indigo) L.P.), KKR Americas XII AIV GP LLC (as the general partner of KKR Associates Americas XII AIV L.P.), KKR Group Partnership L.P. (as the sole member of KKR Americas XII AIV GP LLC), KKR Group Holdings Corp. (as the general partner of KKR Group Partnership L.P.), KKR Group Co. Inc. (as the sole shareholder of KKR Group Holdings Corp.), KKR & Co. Inc. (as the sole shareholder of KKR Group Co. Inc.), KKR Management LLP (as the Series I preferred stockholder of KKR & Co. Inc.), and Messrs. Kravis and Roberts (as the founding partners of KKR Management LLP) may be deemed to be the beneficial owner of the shares described herein as being held directly by MH Sub I, LLC as a result of such sole member, controlling general partner, general partner, sole shareholder, preferred stockholder or

founding partner relationship, as applicable, but each disclaims beneficial ownership of such shares. The foregoing information regarding the stock holdings of KKR is as of March 10, 2025 and is based on a Schedule 13D filed by KKR with the SEC on March 17, 2025.

²⁰ The principal office of BlackRock, Inc. (“BlackRock”) is 50 Hudson Yards, New York, New York 10001. BlackRock has the sole power to vote or direct the vote of 8,806,120 shares and has the sole power to dispose of or direct the disposition of 9,939,960 shares. The foregoing information regarding the stock holdings of BlackRock and its affiliates is as of December 31, 2023 and is based on an amended Schedule 13G filed by BlackRock with the SEC on January 26, 2024.

²¹ The principal office of Artisan Partners Limited Partnership (“APLP”) is 875 East Wisconsin Avenue, Suite 800, Milwaukee, Wisconsin 53202. APLP has the shared power to vote or direct the vote of 6,087,856 shares and has the shared power to dispose of or direct the disposition of 6,546,018 shares. The foregoing information regarding the stock holdings of APLP and its affiliates is as of September 30, 2024 and is based on a Schedule 13G filed by APLP with the SEC on November 12, 2024.

²² Includes (i) with respect to all directors and Named Executive Officers, (a) 784,575 shares, directly or indirectly, beneficially owned, (b) outstanding options to purchase 285,241 shares that either are exercisable or will become exercisable within 60 days of March 24, 2025, (c) 60,592 shares held in 401(k) Plan accounts and in Non-Employee Director Deferred Compensation Plan accounts, as applicable and (d) 90,047 restricted stock units held by non-employee directors where such units vested but, per their election, the payment date was deferred and (ii) with respect to all executive officers that are not Named Executive Officers or directors, (a) 32,219 shares, directly or indirectly, beneficially owned and (b) outstanding options to purchase 74,202 shares that either are exercisable or will become exercisable within 60 days of March 24, 2025.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Completion of our 2022-2024 BOLD+1 Strategic Plan

In fiscal 2024, we continued to make progress on our recently completed 2022-2024 BOLD+1 Strategic Plan, including exceeding our 2024 target of generating 40% of our worldwide operating income from high-growth, high-margin businesses. BOLD+1 has become the foundation of our transformation into a more agile, customer-centric, digital, and efficient company, leveraging synergies across our complementary businesses. Our 2022-2024 BOLD+1 Strategic Plan consisted of the following:

•

Build (“B”) Complementary software, specialty, and services businesses for high growth

•

Operationalize (“O”) One Distribution to deliver exceptional customer experience, increased efficiency, and growth

•

Leverage (“L”) One Schein to broaden and deepen relationships with our customers

•

Drive (“D”) Digital transformation for our customers and for Henry Schein

•

+1 Create Value for our stakeholders

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

Executive Compensation Program Changes made in Fiscal 2024

As part of the annual review process of our executive compensation program and after considering stockholder perspectives shared with us during engagement meetings and benchmarking analyses, the Compensation Committee reviewed the performance objectives of the Company’s annual cash bonus plan (i.e., the Henry Schein Incentive Plan (“HSIP”), formerly known as the Performance Incentive Plan) and the Company’s equity compensation program (i.e., the Long Term Incentive Program under the 2024 Stock Incentive Plan as defined below (“LTIP”)) and approved certain refinements to our executive compensation program design that became effective starting with fiscal 2024 and maintained certain other provisions.

•

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

•

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

•

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

•

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

•

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

We believe these compensation program designs and decisions reflect preferences of our stockholders and are aligned with best market practices.

Components of the Executive Compensation Program

The Company’s executive compensation program consists of four main components: (i) base salary; (ii) annual incentive compensation opportunity; (iii) long-term equity-based awards and (iv) benefits and perquisites. As described below, annual and long-term performance-based awards represent a major portion of total compensation for the Named Executive Officers. The combination of these four components of our executive compensation program is designed to balance Company annual operating objectives and earnings performance with longer-term Company stockholder value creation goals.

A major portion of total compensation for our Named Executive Officers is placed at risk through annual and long-term incentives tied to the achievement of performance metrics and/or stock appreciation. In fiscal 2024, the sum of annual incentive compensation (under the heading “Non-Equity Incentive Plan Compensation”), PSUs (based on target achievement) and RSUs represented (i) 82% of the total compensation for our CEO and (ii) between 67% and 77% of the total compensation for the Named Executive Officers (other than our CEO). We seek to provide competitive compensation that is commensurate with performance. We generally target compensation at the median of the market and calibrate both annual and long-term incentive opportunities to generate less-than-median awards when goals are not fully achieved and greater-than-median awards when goals are exceeded. (See “Pay Levels and Benchmarking” set forth below.)

Base Salary. The Compensation Committee annually reviews and approves base salary for the Named Executive Officers.

Annual Incentive Compensation. The components of the Company’s annual incentive compensation (i.e., bonuses under the HSIP) are set by the Compensation Committee annually and are designed to reward the achievement of pre-established performance goals.

Each executive officer’s annual incentive compensation under the HSIP (other than Mr. Bergman’s) is based on the following weighted components:

•

the Company’s corporate financial (i.e., EPS) goal (subject to the adjustments as described herein);

•

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

•

financial goals and performance objectives set forth in the Company’s strategic scorecard, which goals are directly tied to the Company achieving its then-current three-year strategic plan.

Mr. Bergman’s annual incentive compensation under the HSIP is based on the following weighted components:

•

the Company’s corporate financial (i.e., EPS) goal (subject to the adjustments as described herein); and

•

financial goals and performance objectives set forth in the Company’s strategic scorecard which goals are directly tied to the Company achieving its then-current three-year strategic plan.

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

•

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

•

PSUs granted in fiscal 2024 to participants, including the Named Executive Officers, are tied to the Company’s (i) EPS performance over the three-year performance period (weighted at 75% of the total PSU award) and (ii) return on invested capital performance over the three-year performance period (weighted at 25% of the total PSU award), in each case subject to any potential required adjustments as described below. When the Company successfully achieves its three-year cumulative EPS goal (“EPS goal”) and its three-year average return on invested capital goal (“ROIC goal”), participants, including the Named Executive Officers, are paid shares under their PSUs at target levels. When the Company’s performance exceeds the EPS goal and/or the ROIC goal, participants, including the Named Executive Officers, receive additional shares under their PSUs (with respect to the applicable weighted component of the PSU that exceeded the goal) up to a 200% maximum payout. When the

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.

Benefits and Perquisites. The Company provides a program commensurate with competitive practices that is generally consistent with the benefits provided to other employees. The Company does not provide any tax gross-ups to our Named Executive Officers (other than for relocation expenses). See “Compensation Structure—Pay Elements—Details—Benefits and Perquisites” set forth below.

Compensation Objectives and Strategy

The Company’s executive officer compensation program is designed to attract and retain the caliber of officers needed to ensure the Company’s continued growth and profitability, and to reward them for their performance, the Company’s performance and for creating long-term value for stockholders. The primary objectives of the program are to:

•

align rewards with the achievement of performance that enhances stockholder value;

•

align rewards with the achievement of the Company’s strategic plan;

•

support the Company’s strong team-based orientation;

•

encourage high-potential team players to build a career at the Company; and

•

provide rewards that are cost-efficient, competitive with other organizations and fair to employees and stockholders.

The Company’s executive compensation programs are approved and administered by the Compensation Committee of the Board of Directors. Working with management and outside advisors, the Compensation Committee has developed a compensation and benefits strategy that rewards performance (including, without limitation, achievement of the Company’s strategic plan), promotes appropriate conduct and reinforces a culture that the Compensation Committee believes will continue to drive long-term success for the Company, thereby enhancing stockholder value. The compensation program rewards team accomplishments while, at the same time, promoting individual accountability. The Company has a planning and goal-setting process that is fully integrated into the compensation system, intended to result in a strong relationship between individual efforts, business unit financial results, Company financial results, and the Company’s achievement of its strategic plan with executive officer financial rewards.

We seek to promote a long-term commitment to the Company by our senior executives. We believe that there is great value to the Company in having a team of long-tenured, seasoned managers to enable us to capitalize on our growth strategies. Our team-focused culture and management processes are designed to foster this commitment. The vesting schedules attached to LTIP awards (three-year cliff vesting for PSUs and four-year cliff vesting for RSUs) reinforce this long-term orientation.

Role of the Compensation Committee

General

The Compensation Committee provides overall guidance for our executive compensation policies and determines the amounts and elements of compensation for our executive officers, including the Named Executive Officers. The Compensation Committee’s function is more fully described in its charter which has been approved by our Board of Directors and is available on our Internet website at www.henryschein.com, under the “Our Company—Corporate Governance Highlights” caption.

When considering decisions concerning the compensation of the Named Executive Officers (other than the Chief Executive Officer), the Compensation Committee asks for recommendations from Mr. Bergman, including his detailed evaluation of each executive’s performance during the relevant fiscal year.

Use of Outside Advisors

which the Compensation Committee concluded did not change its independence determination regarding Pearl Meyer, Pearl Meyer does no other work for the Company.

The Compensation Committee, with the assistance and independent advice from Pearl Meyer, annually reviews competitive compensation data prepared by Willis Towers Watson, a professional services/human resources consulting company which provides a number of services to the Company.

The Compensation Committee has the authority to retain, terminate and set the terms of its relationship with any outside advisors who assist the committee in carrying out its responsibilities.

Say-on-Pay Votes and Stockholder Feedback

The Company provides its stockholders with the opportunity to cast an annual advisory vote on the Company’s most recently completed fiscal year’s executive compensation (such proposal, the “say-on-pay proposal”). At the Company’s 2024 Annual Meeting, 87.8% of the votes cast on the say-on-pay proposal at the meeting were in favor of the say-on-pay proposal. The Compensation Committee evaluated this result and, after consideration, concluded that the voting result reflects our stockholders’ continued support of the Company’s approach to executive compensation.

In 2024 and into early 2025, we continued to have dialogues with stockholders focused on a range of topics including executive compensation, corporate governance, and sustainability initiatives. We offered engagement to 34 stockholders holding approximately 67% of our outstanding common stock in the aggregate (as of the date of offer) and engaged with 26 stockholders holding a total of approximately 56% of our outstanding common stock in the aggregate (as of the date of engagement). Such engagement was led by Mr. Laskawy, the Chairperson of our Nominating and Governance Committee/Lead Director and Ms. Faig, and each such meeting was attended by Mr. Laskawy and/or Ms. Faig as well as our Corporate Secretary, our Vice President of Investor Relations and our Vice President, Chief Sustainability Officer.

As noted in the Executive Summary, as part of the annual review process of our executive compensation program and after considering stockholder perspectives shared with us during engagement meetings and benchmarking analyses, the Compensation Committee approved certain refinements to our executive compensation program design that became effective starting with fiscal 2024 and maintained certain other provisions. In addition, in March 2025, the Compensation Committee made certain decisions related to the payout of 2022 PSUs.

•

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

•

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

•

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

We believe these compensation program designs and decisions reflect preferences of our stockholders and are aligned with best market practices. We greatly appreciate the valuable perspectives our stockholders have shared and are committed to continuing the dialogue. The Compensation Committee will continue to consider the outcome of the Company’s say-on-pay proposals and stockholder discussions and perspectives when making future compensation decisions.

Compensation Structure

Pay Element—Overview

The Company utilizes four main components of compensation:

•

Base Salary—fixed pay that takes into account an individual’s role and responsibilities, experience, expertise and individual performance;

•

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;

•

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

•

Benefits and Perquisites—includes medical, dental, life, disability and business travel insurance benefits, retirement savings and, in the case of Mr. Bergman, certain additional services as described below.

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 2024, based on individual responsibilities and performance, the Company’s performance and competitive market data with respect to base salary pay practices, the Compensation Committee increased the base salaries for Messrs. Bergman and Breslawski by 4%, in line with the average increase for our U.S. employees and for Messrs. South, Mlotek and Ettinger (based on market adjustments following a benchmarking analysis of our peer companies) by 8.1%, 7.9% and 10.7%, respectively.

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 2024, based on individual responsibilities and performance, the Company’s performance and competitive market data with respect to short-term cash compensation performance pay practices, the Compensation Committee increased the target bonuses under the 2024 HSIP for all Named Executive Officers (other than Messrs. South and Ettinger) by 4% and for Messrs. South and Ettinger (based on market adjustments following a benchmarking analysis of our peer companies) by 10% and 16.5%, respectively.

Components of the HSIP

The components of the HSIP are designed to reward the achievement of pre-established corporate financial, business unit financial/ individual performance goals and the Company’s strategic scorecard goals. The Compensation Committee sets the HSIP’s performance goals and target payout for the Chief Executive Officer. With respect to the executive officers (other than the Chief Executive Officer), at the beginning of each year, the Chief Executive Officer recommends to the Compensation Committee which executive officers should participate in the HSIP for that year and, following review and approval by the Compensation Committee, such officers are notified of their participation. The Chief Executive Officer recommends to the Compensation Committee the HSIP’s performance goals and target payout for executive officers (other than himself), subject to the Compensation Committee’s review and approval.

HSIP targets and goals for fiscal 2024 for the Named Executive Officers were established at the beginning of fiscal 2024. For the Named Executive Officers (other than Mr. Bergman), the performance goals under the 2024 HSIP were based on:

•

the Company’s 2024 EPS measured against pre-established standards, as may be adjusted pursuant to the terms of the 2024 HSIP (the “2024 Company Financial/EPS Goal”), subject to the adjustments as described herein;

•

achievement of financial goals in their respective business units and individual performance objectives (“Business Financial/Individual Goals”), subject to the adjustments as described herein; and

•

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

The weight (expressed as a percentage of the HSIP target payout) for each component of the 2024 HSIP awards for the Named Executive Officers (other than Mr. Bergman) was (i) 30% 2024 Company Financial/EPS Goal, (ii) 40% Business Financial/Individual Goals and (iii) 30% Strategic Scorecard Goals.

2024 Company Financial/EPS Goal

In January 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 HSIP, including market data for large public companies’ practices. Following such review, in March 2024, with respect to the 2024 HSIP, the Compensation Committee approved (i) the continued use of annual EPS as the Company financial metric, (ii) the continued use of operating income, business unit expense, industry specific goals and similar factors for the Business Financial/Individual Goals, and (iii) continuing to weigh the strategic objectives related to the Company’s 2022-2024 strategic plan for the Strategic Scorecard Goals to account for 30% of the 2024 HSIP for executive officers and other executive management but with more streamlined financial metrics.

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. Following a benchmarking analysis of our peer companies, in February 2024, the Compensation Committee increased the maximum payout percentage for the Company Financial/EPS Goal under the 2024 HSIP to 200% (an increase from the maximum amount of 150% under the 2023 HSIP).

Under the 2024 HSIP, the Compensation Committee may adjust the 2024 Company Financial/EPS Goal and Business Financial/Individual Goals for the following factors (which factors were pre-established by the Compensation Committee in the first quarter of 2024):

•

acquisitions, dispositions and new business ventures (based on the approved model pre-established in writing) not initially considered when developing the HSIP goal, including:

the effect of accretion or dilution relating to unbudgeted acquisitions (or dispositions) but only for the first 12 months following the transaction (or shorter time period, if applicable), and any variance from the acquisition model originating from differences in acquisition accounting adjustments (e.g., assets step ups or other fair value adjustments) are to be excluded;

any gain, loss or expense related to the disposal of a business or discontinued operations that was not previously considered when developing the HSIP goal;

unbudgeted acquisition and professional fees and expenses related to closed acquisitions or dispositions incurred in the year of the acquisition or disposition, but only for that year; and

unbudgeted acquisition and professional fees and expenses relating to individual unclosed acquisitions or dispositions, where such fees and expenses exceed $300,000, in which case all such fees and expenses (from the first dollar) shall be excluded;

•

capital transactions (including capital stock repurchases) to the extent the adjustment was not already contemplated in the HSIP goal;

•

other differences in budgeted average outstanding shares (other than those resulting from capital transactions referred to above);

•

the financial impact, either positive or negative, of the changes in foreign exchange rates from the rates used in setting the budgeted EPS goal for the fiscal year; and

•

the actual financial impact of the following matters to the extent the related activity was not already contemplated in the goal:

restructuring costs incurred related to publicly announced restructuring plans and separately identified in the Company’s periodic filings,

amortization expense recorded for acquisition-related intangible assets;

any impairment charges for acquisition intangibles or goodwill separately identified in the Company’s periodic filings;

any judgments, settlements or other payments, each exceeding $100,000, in connection with, or arising from, certain litigation matters;

the impact of any increase or decrease in tax rates in any country in which the Company derives greater than 5% of its net income;

changes in accounting principles or in applicable laws or regulations; and

unforeseen events or circumstances affecting the Company.

Additionally, the Compensation Committee may further adjust the goal for any other unforeseen event or other facts and circumstances beyond the control of the Company, by an amount equal to a reasonable estimate of the expected accretion or dilution, based on information provided to them by executive management. In the event the Compensation Committee makes adjustments in accordance with the preceding sentence, the Compensation Committee in its sole discretion will determine the HSIP award payouts that correspond to the levels of achievement of the adjusted goal. The Compensation Committee may award all or a portion of a HSIP award upon the attainment of any goals (including the applicable predefined goals). The Compensation Committee or the Chief Executive Officer (solely with respect to non-executive officers) may also grant discretionary awards under the HSIP.

Business Financial/Individual Goals and Strategic Scorecard Goals for Named Executive Officers (other than the CEO)

Business Financial/Individual Goals vary for each Named Executive Officer as the goals reflect each executive’s specific role and function. Strategic Scorecard Goals are the same for all Named Executive Officers and are tied to the advancing of the Company’s then current three-year strategic goals. Financial measures included in such goals are adjusted in a manner similar to adjustments made to the 2024 Company Financial/EPS Goal (as described above).

Business Financial/Individual Goals are designed to motivate executive officers to achieve challenging, but attainable goals for talented executives. Strategic Scorecard Goals are designed to motivate executive officers to achieve the Company’s challenging, but attainable then current three-year strategic plan. The Compensation Committee sets the goals for HSIP awards such that incentive compensation is paid at less-than-median of the market awards when Business Financial/Individual Goals or Strategic Scorecard Goals are not fully achieved and greater-than-median awards when goal(s) are exceeded. The maximum payout percentage under the HSIP for the Named Executive Officers ranges from 115% to 200% for the Business Financial/Individual Goals (depending on the specific category of goal applicable to such Named Executive Officer). With respect to the Strategic Scorecard Goals, the maximum percentage payout is 115%.

For each Named Executive Officer (other than Mr. Bergman whose annual incentive compensation is described below), the Business Financial/Individual Goals are as follows:

•

Mr. South: (i) achievement against the expense budget for the Company’s Corporate Finance Group; and (ii) achievement against the target goals related to (a) Company financial goals, (b) internal controls over financial and tax reporting and enterprise risk management, (c) strategic planning and (d) key investor relations initiatives.

•

Mr. Mlotek: (i) achievement against the expense budget for (a) merger and acquisition expenses and (b) the Corporate Business Development Group expenses and (ii) achievement against the target goals related to (a) operating income following a certain period after acquisitions and deal costs, (b) key initiatives and business development projects, (c) leadership and integration support for joint ventures and (d) strategic planning and strategic initiatives.

•

Mr. Ettinger: (i) achievement against the expense budget for the Company’s Legal, Regulatory and Compliance Groups and other corporate administration expenses; and (ii) achievement against the target goals related to (a) strategic planning projects, (b) data strategy and projects, (c) executive management and Board of Directors governance initiatives and (d) communication strategies.

•

Mr. Breslawski: (i) achievement against the target goals of the Company’s operating income; (ii) achievement against the target goals related to (a) strategic planning projects, (b) strategies to maximize business synergies for joint ventures and (c) senior leadership development and (ii) communications strategies.

The Strategic Scorecard Goals for each Named Executive Officer (including Mr. Bergman) measure (i) quantitative financial goals related to expanding the Company’s high-growth, high-margin businesses, (ii) advancing our digital transformation by launching our global e-commerce platform (including achievement against the expense budget) and (iii) quantitative financial goals related to advancing sales of our corporate brands portfolio and leveraging the Company’s One Schein customer offerings (i.e., a comprehensive network of innovative solutions and services, along with our distribution capabilities, to provide an enhanced experience). The Strategic

Scorecard Goals have a maximum payout of 115% and no payout where performance achieved is under 70% for financial goals and under 50% for

non-financial

goals. On March 4, 2025, the Compensation Committee certified the achievement of the Strategic Scorecard Goals resulting in a payout of 98.3% of the 2024 Strategic Scorecard Goals portion of the HSIP award set by the Compensation Committee under the 2024 HSIP.

2024 HSIP: Annual Incentive Compensation for Named Executive Officers (other than the CEO)

In February 2024, the Compensation Committee set the 2024 Company Financial/EPS Goal designed to result in an award payout equal to 100% under the 2024 HSIP. The Compensation Committee set the target 2024 Company Financial/EPS Goal at $5.04. The maximum payout under the 2024 Company Financial/EPS Goal portion of the 2024 HSIP is 200%.

In March 2025, the Compensation Committee completed the

pre-defined

process to adjust the goal and to approve the adjustments that were applied to the actual results, in each case, based on the

pre-determined

adjustments authorized under the HSIP. For the 2024 HSIP, adjustments to the 2024 Company Financial/EPS Goal included the effects during fiscal 2024 of the impact of acquisitions (including minority interests), certain capital transactions (including capital stock repurchases) and changes in foreign exchange rates. As a result, the Compensation Committee approved an adjustment to increase the 2024 Company Financial/EPS Goal to $5.17.

During the first quarter of 2025, the Chief Executive Officer reviewed, with respect to fiscal 2024, the relevant financial and operating performance achievements of the Company and its business units, as well as the individual performance of the participating officers (other than himself), against the HSIP performance goals that had been previously established, and submitted proposed HSIP payouts for the participating officers to the Compensation Committee for review and approval.

Our actual reported 2024

non-GAAP

diluted EPS, adjusted for restructuring costs, amortization of acquisition intangibles, impairment of intangible assets, litigation settlements, impairment of capitalized assets, insurance proceeds and

one-time

costs related to the October 2023 cyber incident, change in contingent consideration and costs associated with shareholder advisory matters, was $4.74. Our diluted

non-GAAP

EPS used for the purposes of the HSIP achievement calculation was $4.74, and it was calculated as the reported 2024

non-GAAP

diluted EPS adjusted to exclude certain items not previously approved by the Compensation Committee in the 2024 HSIP Plan, including impairment of capitalized assets, gain resulting from the purchase of a controlling interest of a previously held

non-controlling

equity investment, costs associated with shareholder advisory matters, insurance proceeds and

one-time

costs related to the October 2023 cyber incident. Our financial results reflect slower than anticipated recovery from the October 2023 cybersecurity incident and a challenging economic environment in certain markets. This resulted in a performance achievement of 91.8% and a payout of 58.9% of the 2024 Company Financial/EPS Goal portion of the HSIP award being awarded to the Company’s Named Executive Officers under the 2024 HSIP. The payout of the 2024 HSIP awards for the Named Executive Officers appears in the Summary Compensation Table in the column captioned

“Non-Equity

Incentive Plan Compensation.”

2024 HSIP: Annual Incentive Compensation for CEO

Mr. Bergman’s annual incentive compensation for 2024 had the following components:

•

achievement of the 2024 Company Financial/EPS Goal, subject to the adjustments as described herein (weighted at 70% of his total award); and

•

the Company’s Strategic Scorecard Goals (weighted at 30% of his total award).

Based on 2024 achievement levels (payout of 58.9% for the 2024 C

SEC Form DEF 14A filed by Henry Schein Inc.