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

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☐            Preliminary Proxy Statement

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☑            Definitive Proxy Statement

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☐            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)

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 31, 201618, 2022

Dear Stockholder:

You are cordially invited to attend the 20162022 Annual Meeting of Stockholders (the “Annual Meeting”) of Henry Schein, Inc. (the “Company” or “Henry Schein”), to be held virtually at 10:3000 a.m., Eastern Daylight Time, on Tuesday,Wednesday, May 31, 2016 at18, 2022. Due to the Melville Marriott Long Island, 1350 Old Walt Whitman Road, Melville, New York 11747.public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our employees, directors and stockholders, we have decided not to have a physical annual meeting this year. You will be able to attend the Annual Meeting online, vote and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/HSIC2022 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:

Only stockholders of record at the close of business on April 4, 2016March 21, 2022 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 April 4, 2016March 21, 2022 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. Any stockholder of record attendingprefer, or vote online during the virtual Annual Meeting may vote in person, even if he or she previously voted over the Internet, by telephone or returned a completed proxy card.Meeting.

Whether or not you expect to attend the virtual meeting in person,online, your vote is very important. Please cast your vote regardless of the number of shares you hold. I believe that you can be proud, excited and confident to be a stockholder of Henry Schein. I look forward to discussing our plans for the Company’s future at the Annual Meeting, and I hope to see you there.Meeting.

Melville, New York

April 11, 20166, 2022

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 April 4, 2016March 21, 2022 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 20162022 Annual Meeting of Stockholders (the “Annual Meeting”). As of that date, 82,147,785138,047,889 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 11, 2016.6, 2022. A copy of our 20152021 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 (Proposal 1). 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 Proposal 1. Proposals 2 and 3 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 2 and 3, but abstentions will have the same effect as a vote “AGAINST” each such proposal.

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, (includingincluding by our directors or employees (who we refer to as our Team Schein Members or “TSMs”) without additional compensation).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 proxy card is signed and returned,instructions provided therein, shares held in your 401(k) Plan account will not be voted.

Shares

This year’s Annual Meeting will be held entirely online due to the public health impact of common stock heldthe coronavirus outbreak (“COVID-19”) and to support the health and well-being of our TSMs, directors and stockholders. 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/HSIC2022. To join the Annual Meeting, you will need to have your 16-digit control number, which is included on your Notice Regarding the Availability of Proxy Materials 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 13, 2022, 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 10:00 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 log in page at www.virtualshareholdermeeting.com/HSIC2022.

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 name asproperly 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 of record may be voted in personquestions 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. SharesMeeting online, please visit www.virtualshareholdermeeting.com/HSIC2022 and enter the 16-digit control number included in our Notice Regarding the Availability of common stock held beneficially in street name may be voted in person onlyProxy Materials or on your proxy card (if you received a printed copy of the proxy materials).

Even if you obtain a legalplan to attend the Annual Meeting online, we recommend that you also vote by proxy fromin advance of the broker, trustee or nomineeAnnual Meeting as described herein so that holdsyour vote will be counted if you decide not to attend the Annual Meeting.

To vote your shares giving youwithout attending the right to voteAnnual Meeting online or in advance of the shares.

Annual Meeting, please follow the instructions for Internet or telephone voting contained in the Notice Regarding the Availability of Proxy Materials. 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.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. In the event no directions are specified, such proxies and voting instructions will be voted “FOR” the nominees for election to the Board of Directors, “FOR” the say-on-pay proposal and “FOR” the ratification of BDO USA, LLP (“BDO USA”) as the Company’s independent registered public accountants for the fiscal year ending December 31, 20162022 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. To revoke your proxy, send a written notice of revocation or another signed proxy with a later date to the Corporate Secretary of the Company at Henry Schein, Inc., 135 Duryea Road, Melville, New York 11747 before the beginning of the Annual Meeting. You may also automatically revoke your proxy by attending the Annual Meeting and voting in person. Attendanceonline 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; alternatively, if you have obtainednominee. Another means to revoke your proxy or change your proxy or voting instructions is to send a legal proxy from your broker or nominee giving youwritten notice via email to investor@henryschein.com before the right to vote your shares, you may attendbeginning of the Annual Meeting and vote in person. All shares represented by a valid proxy received prior to the Annual Meeting will be voted.

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PROPOSAL 1

ELECTION OF DIRECTORS

The Board of Directors has approved the fifteen persons named below as nominees for election at the Annual Meeting to serve as directors until the 20172023 Annual Meeting of Stockholders and until their successors are elected and qualified. Each director will be elected by the vote of the majority of the votes cast with respect to that director’s election, where a majority“majority of the votes castcast” 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. In accordance with the Company’s director retirement policy (as described herein), Norman S. MatthewsBarry Alperin will retire from the Board of Directors immediately following the Annual Meeting. Additionally, on April 4, 2022, the Company announced that Gerald A. Benjamin will retire as Executive Vice President, Chief Administrative Officer of the Company, effective July 1, 2022, and Louis W. Sullivan, M.D. each will retire from the Board of Directors immediately following the Annual Meeting. All of the nominees for director currently serve as directors and were elected by the stockholders at the 20152021 Annual Meeting of Stockholders to serve as a director, except for Joseph L. Herring and Kurt P. Kuehn, each of whomScott Serota, who was recommended by the Nominating and Governance Committee and nominatedappointed as a director by the Board of Directors on AprilDecember 7, 2016 to serve as a director.2021, upon the recommendation of the Nominating and Governance Committee. All of the nominees have consented to be named and, if elected, to serve. In the event that any of the nominees is unable or declines to serve as a director at the time of the Annual Meeting, the proxies may be voted in the discretion of the persons acting pursuant to the proxy for the election of other nominees. Set forth below is certain information, as of April 11, 2016,March 21, 2022, concerning the nominees:

BARRY J. ALPERINMOHAMAD ALI has been a director since 1996.February 2021. Mr. Alperin, who is retired, served as Vice Chairman of Hasbro, Inc. from 1990 through 1995, as Co-Chief Operating Officer of Hasbro from 1989 through 1990 and as Senior Vice President or Executive Vice President of Hasbro from 1985 through 1989. He was a director of Hasbro from 1985 through 1996. Prior to joining Hasbro, Mr. Alperin practiced law in New York City for 20 years, dealing with corporate, public and private financial transactions, corporate mergers and acquisitions, compensation issues and securities law matters. The Company values Mr. Alperin’s financial expertise and his extensive experience in corporate and securities laws and corporate governance matters. Additionally, as the Company continues to grow through strategic acquisitions, the Board of Directors values Mr. Alperin’s experience leading Hasbro’s mergers and acquisitions and global expansion efforts. Mr. AlperinAli currently serves as a directorChief Executive Officer of Fiesta RestaurantInternational Data Group, Inc. (and, a technology media, events and research company, and is Chairman of its finance committee and a member of its audit committeeboard of directors. Prior to that, from 2014 until July 2019, Mr. Ali served as President and nominatingChief Executive Officer of Carbonite, Inc., a provider of SaaS security and governance committee)data protection for businesses and Jefferies Group LLC,individuals. Prior to Carbonite, Mr. Ali served as Chief Strategy Officer of HP Inc., from 2012 through 2014, where he played a pivotal role in the company’s turnaround and led the decision process to split HP into two companies. He also served as President of Avaya, Inc. from 2009 until 2012 and held various executive roles at IBM Corporation from 1996 until 2009. Mr. Ali brings to the Company’s Board of Directors extensive experience successfully growing and leading technology companies through strategic transformations. Additionally, the Board values Mr. Ali’s experience with initiatives relating to social, ethical and environmental responsibility in the global supply chain. Mr. Ali was named 2018 CEO of the Year by the Massachusetts Technology Leadership Council, and was a member of the 2018 Public Board of the Year named by the National Association of Corporate Directors, New England Chapter. He was also named one of the 100 Most Influential People in Boston by Boston Magazine in 2018, a recipient of Mass High Tech Magazine’s 2011 MHT All-Stars Awards, named one of Boston Business Journal’s “40 Under 40” in 2008, and a finalist in the 1988 Westinghouse Science Talent Search. Mr. Ali currently serves on the board of directors of Oxfam America, a global investment banking firmorganization working to help impoverished communities, tackle climate justice, gender justice and a subsidiaryinequities in the food chain, and provide disaster relief. Additionally, Mr. Ali currently serves as the lead director on the board of Leucadia Nationaldirectors of iRobot Corporation (and is a member of its audit committee, compensation committeenominating and corporate governance and nominating committee). Mr. Alperin is also a director of privately held corporations K’NEX Industries, Inc., a toy manufacturer, and Weeks Marine, Inc., a marine construction company. During the past five years, Mr. AlperinAli served on the Board of Directors of K-Sea Transportation Partners L.P. and The Hain Celestial Group, Inc. He currently serves as a trustee and member of the Executive Committee of The Caramoor Center for Music and the Arts, President Emeritus and a Life Trustee of The Jewish Museum in New York City and is a past President of the New York Chapter of the American Jewish Committee where he also served as Chair of the audit committee of the national organization.

LAWRENCE S. BACOW, PH.D. has been a director since 2014. Dr. Bacow is currently Leader-in-Residence at the Center for Public Leadership at Harvard’s Kennedy School of Government. Dr. Bacow is also a member of the Harvard Corporation, the fiduciary oversight board of Harvard University (and is Chairmandirectors of its finance committee). From 2001 to 2011, Dr. Bacow was the 12th President of Tufts University, where he oversaw all seven of the University’s schools, including its School of Dental Medicine, School of Medicine and the Cummings School of Veterinary Medicine. In addition, he served on the Board of Trustees and as a member of the executive committee of Tufts Medical Center. Following Tufts, Dr. Bacow served as President-in-Residence in the Higher Education Program at Harvard’s Graduate School of Education for three years. Earlier in his career, Dr. Bacow spent 24 years

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on the faculty at the Massachusetts Institute of Technology, where he held the Lee and Geraldine Martin Professorship of Environmental Studies. He also served as the elected Chair of the MIT Faculty and subsequently as Chancellor, one of the Institute’s two most senior academic officers. The Company values Dr. Bacow’s extensive experience as a leader in academia and public service. He brings an important perspective to our Board of Directors, having overseen the training of every customer group we serve, namely dentists, physicians and veterinarians. Dr. Bacow also brings to the Company impeccable credentials and broad-based management expertise. As a lawyer and economist whose research focuses on environmental policy, Dr. Bacow’s passion for the environment complements our long-standing commitment to global corporate responsibility. In addition to serving on our Board, Dr. Bacow is on the Board of Overseers of TIAA-CREF, a national financial services organization, and is a director of Liquidnet Holdings, Inc., a global institutional trading network, and Loews Corporation, serving on the audit committee of both Boards. Dr. Bacow is a Fellow of the American Academy of Arts and Sciences and the recipient of five honorary degrees. During the past five years, Dr. Bacow served as a director of Boston Properties, Inc., a publicly traded real estate investment trust.

GERALD A. BENJAMIN has been with the Company since 1988, in his current position as Executive Vice President and Chief Administrative Officer since 2000 and a director since 1994. He is also a member of our Executive Management Committee. Prior to holding his current position Mr. Benjamin was Senior Vice President of Administration and Customer Satisfaction from 1993 to 2000. Mr. Benjamin was Vice President of Distribution Operations from 1990 to 1992 and Director of Materials Management from 1988 to 1990. Before joining the Company in 1988, Mr. Benjamin was employed for 12 years at Estée Lauder, Inc. in various management positions, where his last position was Director of Materials Planning and Control. Mr. Benjamin brings experience to the Company’s Board of Directors in the areas of global services, human resources, operations and leadership. Mr. Benjamin directs our Global Services functions in North America, South America, Europe, Asia, Australia and New Zealand. These functions include all aspects of the supply chain (distribution, inventory management and transportation for over four million square feet of distribution space), human resources (for nearly 19,000 employees in 33 countries), information services, customer services, security and financial operations.

STANLEY M. BERGMAN has been with the Company since 1980, including as our Chairman and Chief Executive Officer since 1989 and as a director since 1982. He is also a member of our Executive Management Committee. Mr. Bergman held the position of President of the Company from 1989 to 2005. Mr. Bergman held the position of Executive Vice President from 1985 to 1989 and Vice President of Finance and Administration from 1980 to 1985. Mr. Bergman brings to the Company’s Board of Directors management and leadership experience. Mr. Bergman is a well-known, highly regarded leader in the global health care industry. He has expansive

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knowledge of the health care industry and macro-economic global conditions, maintains strategic relationships with chief executives and other senior management in the health care industry throughout the world and brings a unique and valuable perspective to the Board of Directors. During his tenure, Mr. Bergman has led the Company from sales of approximately $600 million in 1995 to $10.6approximately $12.4 billion in 2015.2021. Mr. Bergman serves as a board member or advisor for numerous institutions, including New York University College of Dentistry, the University of Pennsylvania School of Dental Medicine, the Columbia University Medical Center, Tel Aviv University, the University of the Witwatersrand Fund, the World Economic Forum’s Health Care Governors and the Business Council for International Understanding. Mr. Bergman is active in numerous dental industry and professional associations, including the American Dental Association (where he served on the Oversight CommitteeCo-Chairman of the Futureboard of Dentistry Project and was awarded honorary membership) anddirectors of the Forsyth Institute, the premiere oral health research institution in the United States.Henry Schein Cares Foundation, Inc. Mr. Bergman is also a member of the boards of numerous other charitable organizations and active with philanthropic causes and social responsibility activities. Mr. Bergman is a Certified Public Accountant.

JAMES P. BRESLAWSKI has been with the Company since 1980, in his current position as Vice Chairman since 2018, President of Henry Schein, Inc. since 2005 and as a director since 1992. He is also a member of our Executive Management Committee andCommittee. Mr. Breslawski held the position of Chief Executive Officer of our Henry Schein Global Dental Group. Mr. BreslawskiGroup from 2005 to 2018. He also held the position of Executive Vice President and President of U.S. Dental from 1990 to 2005, with primary responsibility for the North American Dental Group. Between 1980 and 1990, Mr. Breslawski held various positions with us,the Company, including Chief Financial Officer, Vice President of Finance and Administration and Corporate Controller. Mr. Breslawski is responsible for the Company’s Global Dentalpartners with our senior leadership team to address corporate and North American Medical businesses.strategic priorities. Mr. Breslawski brings to the Company’s Board of Directors management and leadership experience. The Board of Directors is aided by Mr. Breslawski’s understanding of the health care business and his keen business acumen, leadership ability and interpersonal skills. Mr. Breslawski has served as Chairman of the Boardboard of directors of the American Dental Trade Association, Chairman of the Boardboard of directors of the Dental Trade Alliance Foundation and President of the Dental Dealers of America. He is also a former member of the Leadership Council, School of Dental Medicine at Harvard University, a former board member of the Dental Life Network (formerly the National Foundation of Dentistry for the Handicapped), a former member of the Board of Governors for St. John’s University and a former trustee of Long Island University. Mr. Breslawski is a member of the board of directors of the Henry Schein Cares Foundation, Inc. Mr. Breslawski is also a Certified Public Accountant.

PAUL BRONSDEBORAH DERBY has been a director since 2005. Between 1994 and 2002, Mr. BronsFebruary 2021. From 2016 until June 2020, Ms. Derby served as President of Horizon Group USA, Inc., a wholesaler of arts and crafts components. Prior to that, Ms. Derby had an almost 15-year career at Toys “R” Us, Inc., rising to the position of President of Babies “R” Us, and, ultimately, Vice Chairman of Toys “R” Us, Inc. Before joining Toys “R” Us, Ms. Derby was a human resources executive board member of Akzo Nobel, N.V. From 1965 to 1994, Mr. Brons held various positions with Organon International BV, including President from 1983 to 1994 and Deputy President from 1979 to 1983. From 1975 to 1979, Mr. Brons served as the General Manager of the OTC operations of Chefaro,practiced corporate and from 1965 to 1975employment law at Whirlpool Corporation and a large law firm in marketing and general management functions for Organon in various Middle East and Latin American countries. Both Organon and Chefaro operated within the Akzo Nobel group. Mr. BronsMichigan. Ms. Derby brings to the Company’s Board of Directors knowledgeconsiderable experience across a wide range of theindustries and markets, and particular expertise in human and animal health pharmaceutical industry (a segment of our medical and

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animal health businesses) and experience with international businessresources, compensation, strategy, operations and relations. The Boardsupply chain risk management. Ms. Derby currently serves on the board of Directorsdirectors of Carrols Restaurant Group, Inc. (and is also aided by Mr. Brons’ knowledgea member of European business culture and his strategic focus on European health care issues. Mr. Brons was honored in 1996 by Her Majesty the Queen with the decoration of Knight of the Order of Lion of the Kingdom of the Netherlands, the country’s highest civilian order, conferred for his meritorious achievements for Akzo Nobel and other international activities.its compensation committee). During the past five years, Mr. BronsMs. Derby served as a memberon the board of the Boarddirectors of Directors of Almirall S.A, an international pharmaceutical company.Vitamin Shoppe, Inc.

JOSEPH L. HERRING was Chief Executive Officer of the Covance division of Laboratory Corporation of America, Inc. (“LabCorp”) from February to July 2015. has been a director since 2016. From 2005 to February 2015, Mr. Herring served as Chief Executive Officer of Covance Inc., a drug development services company, and as Chairman of the Boardboard of Directorsdirectors of Covance from 2006 until its acquisition by LabCorpLaboratory Corporation of America, Inc. in February 2015. Mr. Herring previously served in several executive roles with Covance, including President and Chief Operating Officer, President of Early Development Services and Corporate Vice President and General Manager for its North American Preclinical Operations. Prior to joining Covance, Mr. Herring held a variety of senior leadership positions with Caremark International and American Hospital Supply Corporation over the course of his 19 years with the combined companies. The Company’s Board of Directors values Mr. Herring’s more than 35 years of experience in the healthcare industry. Mr. Herring also brings to the Company’s Board of Directors comprehensive knowledge in pharmaceuticals, management, sales and corporate governance matters. Mr. Herring currently servesformerly served on the nonprofit board for University Medical Center of Princeton and previously served on the board of the Association of Clinical Research Organizations, of which he served as chairman. Mr. Herring is a director of Team Health Holdings Inc., a provider of outsourced physician staffing solutions (and is a member of its audit committee and compensation committee). During the past five years, Mr. Herring served as a director of Covance Inc.Chairman.

DONALD J. KABATKURT P. KUEHNhas been a director since 1996.2016. Mr. Kabat was the Chief Financial Officer of Central Park Skaters, Inc. from 1992 to 1995 and the President of D.J.K. Consulting Services, Inc. from 1995 to 2006. From 1970 to 1992, Mr. Kabat was a partner in Andersen Consulting (now known as Accenture PLC Ireland), where he practiced a broad array of specialty services including organization, profit improvement, process re-engineering and cost justification studies. With his prior experience as a Certified Public Accountant and partner at a global accounting firm, Mr. Kabat brings to the Company’s Board of Directors strong skills in corporate finance, accounting and risk management. During his consulting career with Andersen Consulting, Mr. Kabat helped launch an entirely new practice specialty called Change Management Services, which focused on human resource management encompassing methods to maintain continuous alignment of strategy, operations, culture and rewards. He was the recipient of the “Bravos” award for outstanding contribution to the Change Management practice. He has made numerous speeches, written articles and contributed chapters to specialized books (e.g.,Budgeting: Key to Planning and Control; Management Controls for Professional Firms and The Change Management Handbook). Mr. Kabat also serves on the boards, and chairs committees, of several not-for-profit organizations.

KURT P. KUEHNKuehn was Chief Financial Officer of United Parcel Service, Inc. (“UPS”), a global leader in logistics, from 2008 until 2015. Prior to his appointment as CFO, Mr. Kuehn was Senior Vice President, Worldwide Sales and Marketing, leading the transformation of the sales organization to improve the global customer experience. Mr. Kuehn was UPS’sUPS’ first Vice President of Investor Relations, taking the company public in 1999 in one of the largest IPOs in U.S. history. Since he joined UPS as a driver in 1977, Mr. Kuehn’s UPS career included leadership roles in sales and marketing, engineering, operations and strategic cost planning. Mr. Kuehn isHe was also a director at NCR Corporation (and is Chair of its audit committee and a member of its executive committee).UPS’ corporate sustainability steering committee, sponsored UPS’ first sustainability report and supported the sustainability activities of UPS for over 10 years. Mr. Kuehn brings to the Company’s Board of Directors extensive experience with distribution logistics, and as the CFO of UPS for eight years, comprehensive knowledge in corporate finance and accounting. Additionally, the Board of Directors values Mr. Kuehn’s insights in strategic cost planning and the needs of global customers.customers, as well as his strategic sustainability and environmental, social and governance experience. Mr. Kuehn was awarded the 2015 E3 Lifetime Service Award for sustainability support by the Metro Atlanta Chamber and the 2013 C.K. Prahalad Award for Global Business Sustainability Leadership from the Corporate Eco Forum. Additionally, Mr. Kuehn has published several articles on sustainability in various journals including co-authoring an article on the financial case for sustainability titled “Sustainability

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a CFO Can Love” (published in the Harvard Business Review). Mr. Kuehn is a director of LocatorX, a private technology company. Mr. Kuehn is currently an active member of the Standards Board of the Sustainability Accounting Standards Board (SASB). During the past five years, Mr. Kuehn served as a director of NCR Corporation.

PHILIP A. LASKAWY has been a director since 2002 and has served as our Lead Director since 2012. Mr. Laskawy joined the accounting firm of Ernst & Young LLP (now known as EY LLP) in 1961 and served as a partner in the firm from 1971 to 2001, when he retired. Mr. Laskawy served in various senior management positions at Ernst & Young, including Chairman and Chief Executive Officer, to which he was appointed in 1994. He also led, and advised on, workplace policies and flexibility practices at Ernst & Young to meet the needs of a diverse workforce, with a focus on women’s retention initiatives. Mr. Laskawy currently serves onas Chairman of the Boardboard of Directorsdirectors of Covetrus, Inc. (and is a member of its nominating and governance committee). He is also a member of the board of directors of Lazard Ltd. (and is Chairman of its compensationaudit committee and is a member of its auditcompensation committee) and Loews Corporation (and is a member of its audit committee). As a Certified Public Accountant with over 5060 years of experience, Mr. Laskawy brings to the Company’s Board of Directors exceptionalextensive skills in corporate finance and accounting, corporate governance, compliance, disclosure and international business conduct. Mr. Laskawy served on the American Institute of Certified Public Accountants to review and update rules regarding auditor independence. In 2006 and 2007, he served as Chairman and Vice Chairman of the International Accounting Standards Committee Foundation, which was created by the SECSecurities and Exchange Commission and sets accounting standards in more than 100 countries, and he served as a member of the 1999 Blue Ribbon Committee on Improving the Effectiveness of Corporate Audit Committees. During

ANNE H. MARGULIEShas been a director since 2018. Ms. Margulies was the past five years, Mr. Laskawy served onVice President and Chief Information Officer for Harvard University from 2010 until her retirement in May 2021. She was responsible for information technology strategy, policies and services for the university. Prior to that, she was the Assistant Secretary for Information Technology and Chief Information Officer for the Commonwealth of Massachusetts from 2007 to 2010, responsible for the strategy, policies and overall management of information technology across the state’s government. With information technology playing an increasingly important role in the Company’s business, the Board of Directors values Ms. Margulies’ more than 35 years of General Motors Corporationstrategic information technology leadership and information technology expertise, including in the areas of cybersecurity policy and risk management. Ms. Margulies serves as the Board of Directors’ co-lead for the Company’s Diversity and Inclusion Council. She currently serves as a member of the board of directors of SomaLogic, Inc. (and is Chair of its compensation committee and a member of its audit committee and nominating and corporate governance committee). She is also a member of the advisory board of the Advanced Cyber Security Center, a New England-based regional organization committed to strengthening its members’ cybersecurity defenses and preparing the region’s response to large scale cyber threats. Ms. Margulies was a member of the Non-Executive ChairmanMassachusetts Technology Collaborative Board from 2012 to 2021. In 2015, Ms. Margulies was named 2015 Boston CIO Leader of Federal National Mortgagethe Year by the Boston Business Journal along with the Boston CIO Leadership Association, (Fannie Mae).

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MARK E. MLOTEK has been with the Company since 1994, in his current position as our Executive Vice President and Chief Strategic Officer since 2012 and as a director since 1995. He is also a member of our Executive Management Committee. Mr. Mlotek was Senior Vice President and subsequently Executive Vice President of the Corporate Business Development Group between 2000 and 2012. Prior to that, Mr. Mlotek was Vice President, General Counsel and Secretary from 1994 to 1999. Prior to joining the Company, from 1989 to 1994, Mr. Mlotek was a partner in the law firm of Proskauer Rose LLP, the Company’s principal law firm and one of the largest firms in the nation, specializing in mergers and acquisitions, corporate reorganizations and tax law. As the Company continues to grow through strategic acquisitions, the Board of Directors values Mr. Mlotek’s extensive legal, merger and acquisition and business development experience as well as his drive for innovation and his entrepreneurial spirit. Mr. Mlotek also manages the Company’s important supplier partnership arrangements and global strategic planning function.

STEVEN PALADINO has been with the Company since 1987, in his current position as our Executive Vice President and Chief Financial Officer since 2000 and as a director since 1992. He is also a member of our Executive Management Committee. Prior to holding his current position, from 1993 to 2000, Mr. Paladino was Senior Vice President and Chief Financial Officer, from 1990 to 1992, he served as Vice President and Treasurer and, from 1987 to 1990, he served as Corporate Controller. Before joining us, Mr. Paladino was employed as a Certified Public Accountant for seven years, most recently with the international accounting firm of BDO Seidman LLP (now known as BDO USA, LLP). Mr. Paladino brings to the Company’s Board of Directors extensive financial, accounting and industry expertise and a strong, credible reputation within the financial industry. Mr. Paladino’s responsibilities with the Company include the corporate oversight and strategic direction of business units as well as direct responsibility for corporate financial services. These corporate financial services include financial reporting, financial planning, treasury, investor relations, internal audit and taxation. Mr. Paladino also has responsibility for Henry Schein Financial Services (which provides financial business solutions to our customers) and also works with the Corporate Business Development Group on mergers and acquisition activities. Mr. Paladino’s skills in corporate finance and accounting, the depth and breadth of his exposure to complex financial issues and his long-standing relationships with the financial community are valued by the Board of Directors.Mr.Directors. Mr. Paladino is a member of the board of directors of the Henry Schein Cares Foundation, Inc. Mr. Paladino also currently serves on the Boardboard of Directorsdirectors of MSC Industrial

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Direct Co., Inc. (and is Chair of its nominating/corporate governance committee and a member of its audit committee and compensation committee). and Covetrus, Inc. On January 5, 2022, the Company announced that Mr. Paladino will retire as Executive Vice President and Chief Financial Officer of the Company, effective April 29, 2022. Following his retirement, Mr. Paladino will continue to advise the Company by serving as a director and will be eligible to receive non-employee director compensation.

CAROL RAPHAEL has been a director since 2012. Ms. Raphael currently serves as a Senior Advisor for Manatt Health Solutions, the interdisciplinary policy and business advisory division of Manatt, Phelps & Phillips, LLP,L.L.P., a leading law firm in the United States. Ms. Raphael served as the President and Chief Executive Officer of the Visiting Nurse Service of New York from 1989 to 2011. Prior to the Visiting Nurse Service of New York, Ms. Raphael held executive positions at Mt. Sinai Medical Center and in New York City government. In 2013, Ms. Raphael was appointed by President Obama as a member ofserved on the Federal Bipartisan Commission on Long-Term Care. Ms. RaphaelLong Term Care, the Medicare Payment Advisory Commission (MedPAC), the New York State Medicaid Redesign Team and was an Advanced Leadership Fellow at Harvard University. She is a memberthe Chair of the board of the Long Term Quality Alliance and a director emeritus of the New York eHealth Collaborative. Ms. RaphaelCollaborative, which is implementing a statewide, standardized platform for the exchange of health information. She also was the Chair of the Long-Term Quality Alliancenational AARP board and Co-Chair ofco-chaired the National Quality Forum Coordinating Committee’s Post-Acute/Long-Term Care Workgroup.West Health Advisory Council on Emergency Department to Home-Based Healthcare. As a nationally recognized industry leader, Ms. Raphael brings to the Company’s Board of Directors extensive knowledge and experience in health care policy, economics, management, clinical services, home healthcare, occupational health and safety and new models of integrated care (particularly chronic, long-termfor chronically ill and end-of-life care), economics and management, nursing and health information technology.long term care populations). Ms. Raphael’s strategic insights into the health care needs of an aging patient grouppopulation and her invaluable experience advancing the adoption of health information technology is valued by the Company, especially in connection with its strategic plan for growth.growth and innovative solutions. Ms. Raphael currently serves on several non-profit boards includingincluding: the Primary Care Development Corporation, Pace University andCorporation; the Medicare Rights Center,Center; the SCAN Foundation; the Commonwealth Care Alliance; and as Chairthe Kaiser Permanente School of AARP’s board.Medicine. Ms. Raphael is also a member of several advisory boards, including the Harvard T.H. Chan School of Public Health’s Health Policy and Management Executive Council, the New York City Age-Friendly Commission, the New York State Quality Advisory Committee and Honor Technology, Inc.’s Advisory Board. Ms. Raphael co-edited the bookHome “Home Based Care for thea New Century,,” was a Visiting Fellow at the KingsKing’s Fund in the United Kingdom and was listed in Crain’s New York Business 50 Most Powerful Women in New York City in 2009. Ms. Raphael is currently a member of The RAND Corporation’s RAND Health Advisory Board.

E. DIANNE REKOW, DDS, PH.D.PH.D.has been a director since 2014. Dr. Rekow is Dean of the Dental Institutea professor emeritus and fellow at King’s College London, where she previously served as Executive Dean of its Dental Institute and Professor of Orthodontics.Orthodontics (from 2012 through 2016). From 2002 to 2012, Dr. Rekow was a Professor of Orthodontics at New York University (NYU), during which time she was Senior Vice Provost of Engineering Technology at NYU (fromfrom 2008 to 2012)2012 and was Provost of Polytechnic Institute of NYU (fromfrom 2009 to 2012).2012. Dr. Rekow has been President of both the International Association for Dental Research and the American Association of Dental Research and, since 2000, has been an American Dental Association Consultant to the Council on Scientific Affairs.Research. In 2011,2012, she was elected to the Faculty of Dental Surgery of the Royal College of Surgeons (England). Dr. Rekow is an internationally known authority on the performance of new materials and products for use in aesthetic and restorative dentistry and was one of the early pioneers in digital dentistry, capitalizing on her engineering education and industry experience. Dr. Rekow’s team has also carried out research into the use of bio-engineered tissue to facilitate bone replacement in people who have been disfigured by disease or developmental defects. Dr. Rekow holds a number of patents in the dental field and is the author of, or contributor to, more than one hundred publications. Dr. Rekow brings to the Company’s Board of Directors extensive experience within health and safety for those in the dental workplace, dental product development and knowledge of innovative clinical dental practices. Additionally, the Board of Directors values Dr. Rekow’s insights into the needs of future dental practitioners and the global dental industry.

SCOTT SEROTA

BRADLEY T. SHEARES,PH.D. has been a director since 2010. Dr. Sheares served as Chief Executive Officer of Reliant Pharmaceuticals, Inc., from January 2007 through its acquisition by GlaxoSmithKline plc in December 2007. Prior to joining Reliant, from 2001 until 2006, Dr. Sheares served as President of U.S. Human Health for Merck & Co. As a member of Merck’s management committee, Dr. Sheares had responsibility for formulating global business strategies, operations management and the development and implementation of corporate policies. He is also a director of Honeywell International (and is a member of its management development and compensation committee and retirement plan committee) and is a director and Chairman of the compensation committee of The Progressive Corporation. As the former Chief Executive Officer of Reliant Pharmaceuticals and with 20 years in the pharmaceutical industry, (part of our medical and animal health businesses), Dr. Sheares brings to the Company’s Board of Directors extensive health care knowledge and experience in sales, marketing, brand management, research and development, complex regulatory and legal issues, risk management (including supply chain risk management) and mergers and acquisitions. As a director of other public companies, Dr. Sheares has been involved in succession planning, compensation, employee management and the evaluation of acquisition opportunities. During the past five years, Dr. Sheares served as a director of CovanceHoneywell International, Inc. and The Progressive Corporation.

REED V. TUCKSON, M.D., FACPhas been a director since May 2021. Since 2014, Dr. Tuckson has served as Managing Director of Tuckson Health Connections, LLC, a private health and medical care consulting business. He is also the Founder and Convener of the Black Coalition Against COVID-19. Prior to Tuckson Health Connections, Dr. Tuckson enjoyed a long tenure as Executive Vice President and Chief of Medical Affairs of United Health Group from 2006 until 2014. Dr. Tuckson previously served as Senior Vice President, Professional Standards of the American Medical Association, Commissioner of Public Health for the District of Columbia, Senior Vice President of the March of Dimes Birth Defects Foundation and President of the Charles R. Drew University of Medicine and Science. Additionally, he has been appointed to leadership roles at the National Academy of Medicine, and has been a member of numerous federal advisory committees and corporate, non-profit and academic boards, including his current service on the board of trustees of Howard University, where he serves as Chair of the Health Sciences Committee. The Board values Dr. Tuckson’s more than 35 years of experience as a healthcare professional, his recognition as a leader in his field and his engagement in nearly every sector of the health and medical care industries. Dr. Tuckson serves as the Board of Directors’ co-lead for the Company’s Diversity and Inclusion Council. Dr. Tuckson was recognized several times as one of the “50 Most Influential Physician Executives” by Modern Healthcare Magazine, named as one of the “100 Most Powerful Executives in Corporate America” by Black Enterprise Magazine in 2009, and as “Washingtonian of the Year” by Washingtonian Magazine in 1998. He is also the author of “The Doctor in the Mirror,” an ongoing book and online senior patient activation and education project. Dr. Tuckson currently serves on the board of directors of CTI BioPharma Corp., a corporation concerned with the development of cancer pharmaceuticals (and is Chair of its nominating and governance committee and a member of its audit committee). He also serves on the board of directors of Adverum Biotechnologies, Inc., a clinical-stage gene therapy company targeting unmet medical needs in ocular and rare diseases. During the past five years, Dr. Tuckson served as a director of LifePoint Health, Inc.

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“majority of the votes castcast” 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.

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CORPORATE GOVERNANCE

Board of Directors Meetings and Committees

During the fiscal year ended December 26, 201525, 2021 (“fiscal 2015”2021”), the Board of Directors held sevensix meetings. The Board of Directors has anthe following committees: Audit Committee,Committee; Compensation Committee,Committee; Nominating and Governance Committee; Regulatory, Compliance and Cybersecurity Committee and a Strategic Advisory Committee. During fiscal 2015,2021, (i) the Audit Committee held four meetings, (ii) the Compensation Committee held five11 meetings, (iii) the Nominating and Governance Committee held two meetings, (iv) the Regulatory, Compliance and Cybersecurity Committee held four meetings and (v) the Strategic Advisory Committee held twofive meetings. During fiscal 2015,2021, each director attended 100% of the meetings of the Board of Directors and at least 75% of the meetings of the Board of Directors and 100% of the meetings of the 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, Alperin, Brons (former director), Herring, Kabat, Kuehn, Laskawy and Matthews, Ms.Serota, Mses. Derby, Goodman (former director), Margulies and Raphael and Drs. Bacow, Rekow, Sheares and SullivanTuckson are “independent,” as defined under Rule 5605(a)(2) of The NASDAQNasdaq Stock Market (“NASDAQ”Nasdaq”).

IndependentThe Company’s independent directors, as defined under NASDAQ’sNasdaq’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. Kabat (Chairman)Kuehn (Chairperson), Alperin and Laskawy.Laskawy and Ms. Margulies. All of the members of the Audit Committee are independent directors as defined under NASDAQ’s RuleNasdaq’s Rules 5605(a)(2) and 5605(c)(2)(A). The Board of Directors has determined that each of the members of the Audit CommitteeMessrs. Kuehn, Alperin 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’sNasdaq’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. Additionally, the Audit Committee oversees those aspects of risk management and legal and regulatory compliance monitoring processes, which may impact our financial reporting (including financial accounting and reporting risks, as well as cyber-security risks) and reviews conflict of interest and related party transactions. 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 AuditCompensation Committee currently consists of Ms. Derby (Chairperson), Messrs. Alperin and 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 atwww.henryschein.com, under the “About Henry Schein-Corporate Governance”“Our Company—Corporate Governance Highlights” caption.

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Compensation Committee

The purpose of the Compensation Committee currently consists of Messrs. Alperin (Chairman), Kabatis to evaluate and Matthews.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 employeesother service providers may participate, (ii) the Company’s employee and executive benefits plans, and

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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. Each memberThe 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 (“ESG”) matters related to human capital management and executive compensation. In 2020 and 2021, the Compensation Committee is an independent director as defined under NASDAQ’s Rule 5605(a)(2), “non-employee director” as defined underoversaw critical human capital management issues posed by the SEC’s rules and “outside director” as defined under Section 162(m)COVID-19 pandemic, including, without limitation, reviewing the appropriateness of changes to the Internal Revenue Code of 1986, as amended (the “Code”). The Compensation Committee may form subcommittees, consisting of members of the Committee, and delegate authorityCompany’s compensation programs to such subcommittees as it deems appropriate. The Compensation Committee operates under a charter available on our Internet website atwww.henryschein.com, under the “About Henry Schein-Corporate Governance” caption.determine performance incentive payouts.

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 advice on director compensation.compensation and, in each of fiscal 2020 and fiscal 2021, the structure of the Company’s compensation programs in light of the COVID-19 pandemic. Pearl Meyer does no other work for the Company.

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, (formerly 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 Messrs. Laskawy (Chairman)(Chairperson) and Alperin, Ms. Derby and Dr. Sullivan. 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 identifyassist 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. In addition, theThe Nominating and Governance Committee reviews and reassesses our corporate governance procedures and practices and recommends any proposed changes to the Board of Directors for its consideration. The Nominating and Governance Committee hasalso reviews and assesses the authority to retain, terminatestructure and set the terms of its relationship with any outside advisors who assist the committee in carrying out its responsibilities. Allperformance of the membersCompany’s ESG activities to advance the interests of the Company’s stakeholders. While the responsibility to review and assess the overall structure and performance of the Company’s ESG programs is within the purview of the Nominating and Governance Committee, are independent directors as defined under NASDAQ’s Rule 5605(a)(2). Thethe Nominating and Governance Committee operates undercoordinates with the Compensation Committee on ESG matters related to human capital management and executive compensation. The management of ESG and sustainability matters is supported by the Sustainability Committee, a charter available oncross-functional team of senior management that reviews the Company’s Internet websiteprogress regularly. The Company’s Vice President of Corporate Social Responsibility (“CSR”), with the assistance of the Sustainability Committee, coordinates the Company-wide ESG activities and reports progress to the Nominating and Governance Committee. These matters include policies, targets and external reporting, as well as activities linked to the Company’s climate response such as greenhouse gas emissions and energy consumption, environmental leadership, supply chain sustainability (including collaboration with the Company’s strategic suppliers to jointly reduce the footprint of the supply chain), community resilience and the safety, diversity and engagement of Team Schein Members. ESG and sustainability matters are reported to the Board of Directors on atwww.henryschein.com, under least an annual basis. Additionally, the “About Henry Schein-Corporate Governance” caption.Company has published a Corporate Social Responsibility Report annually since 2014. We are preparing our 2021 Corporate Social Responsibility and Sustainability Report (to be issued in fiscal 2022) according to

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the Global Reporting Initiative and Sustainability Accounting Standards Board reporting standards and are preparing to issue our first Taskforce for Climate-related Financial Disclosures report alongside our 2021 Corporate Social Responsibility and Sustainability Report.

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 Third Amended and Restated Certificate of Incorporation, as amended,By-laws for nominations at the Company’s Annual Meetingannual meeting of Stockholdersstockholders 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’scommittee’s slate of nominees in the Company’s proxy statement.

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In evaluating director nominees, the Nominating and Governance Committee currently considers the following factors:

The Nominating and Governance Committee, in accordance with its charter, seeks to create a Board of Directors that is strong in its collective knowledge and has a diversity of not only skills and experience, but also diversity in gender, race, ethnicity, culture and geography. The Nominating and Governance Committee assesses the effectiveness of its diversity and other policies by annually reviewing 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 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 determined that the nominees for election at the Annual Meeting to serve as directors satisfy the Company’s current needs.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 re-nomination,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 identifiesconsiders the composition of the Board of Directors, and, if applicable, may identify the desired skills and experience of a new nominee, and discussesdiscuss 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) and Kuehn 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

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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 Messrs. Matthews (Chairman), Brons and Laskawy and Drs. Sheares (Chairperson), Rekow and Sullivan. Tuckson, Messrs. Ali, Herring and Serota and Ms. 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. All of the 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 atwww.henryschein.com, under the “About Henry Schein-Corporate Governance” caption.

Board of Directors’ Leadership Structure

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, in 2012, the Board of Directors amended the Company’s Corporate Governance Guidelines and designated Mr. Laskawy to serve as Lead Director. As specified in our Corporate Governance Guidelines the role and duties of the Lead Director include:

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

We believe that a single leader serving as 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 with a separate Chairman, areof the Audit, Compensation, NominatingRegulatory, Compliance and GovernanceCybersecurity Committee and Strategic Advisory Committees. The Audit Committee oversees the accounting and financial reporting processes, legal and compliance matters relating to financial reporting and the Company’s risk management processes. The Compensation Committee oversees the annual performance evaluationis currently comprised solely of our Chairman/CEO and senior management. The Nominating and Governance Committee monitors matters such as the composition of the Board of Directors and its committees, Board performance and “best practices” in corporate governance and is also responsible for overseeing succession planning. The Strategic Advisory Committee oversees and monitors the implementation of our corporate strategic plan as well as general strategic planning.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 Board members are well engaged in their responsibilities, and all Board members express their views and consider the opinions expressed by other directors. We do not believe that appointing an independent Board Chairman would improve the performance of the Board of Directors.

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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 ChairmanChairperson of the Nominating and Governance Committee/Lead Director) and presides at Board of Directors’ and stockholders’ meetings. The ChairmanChairperson of the Nominating and Governance Committee/Lead Director takes input from the other independent directors when setting the agenda for the independent sessions.

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 recognize that different board of directors’ leadership structures may be appropriate for companies with different histories and cultures, as well as companies with varying sizes and performance characteristics. We believe our current leadership structure—where our Chief Executive Officer serves as Chairman of the Board of Directors, our Board of Directors is comprised of experienced independent directors, including a Lead Director, our Board of Directors’ committees are led bycomprised 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.

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’sBoard of Directors’ committees. As part of its oversight, our Board of Directors and its committees (the Audit,meet regularly to discuss the Compensation, the Nominating and Governancestrategic direction and the Strategic Advisory Committees, eachissues and opportunities facing our Company, including the COVID-19 pandemic. Specifically regarding COVID-19, our Board of which is made up entirelyDirectors has been actively overseeing our Company’s response, including receiving regular updates from and having discussions with senior management. The Board of independent directors). Directors’ review and discussions around this ongoing crisis span a broad range of matters, including, among other things, protecting the health and safety of our TSMs, supporting our TSMs, evaluating the impact of the pandemic on strategy, operations, liquidity and financial matters, interruptions in the healthcare industry, limited supply of personal protective equipment needed by healthcare practitioners, minimizing supply chain disruption, interruptions in the financial markets, and monitoring continued compliance with applicable laws.

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., the Committee overseesoverseeing those aspects of risk management and legal and regulatory compliance monitoring processes which may impact the Company’s financial reporting)reporting, including financial accounting and reporting risks, as well as cyber-security risks.cybersecurity risks). The Compensation Committee focuses primarily on human capital matters such as executive compensation plans and executive agreements.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 and executive management. Finally,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 chains, and communities. This includes the Company’s disclosure of climate risk in CDP and other transparency initiatives, setting the foundation for introducing Science Based Targets and preparing to report against the recommendations of the Task Force on Climate-related Financial Disclosures. 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.

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

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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.

Board Diversity and Skills

Our Board brings a diversity of perspectives, backgrounds and skills to the boardroom, reflecting the diversity of our customers, investors, suppliers and TSMs, and enabling the diversity of thought that we believe is necessary to advance the needs of the business and our stakeholders in an evolving societal, environmental and operational context. The COVID-19 pandemic is an example of an

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unprecedented critical risk that required an agile and strong response, made possible in part by the range, diversity and strength of skills and experiences that the Board represents. (See the biographical information under Proposal 1 for specific information about the skills of each director, and the Board Diversity Matrix below for details regarding the diversity of the members of our Board of Directors.)

Corporate Governance Guidelines

The Board of Directors has adopted Corporate Governance Guidelines, a copy of which is available on our Internet website atwww.henryschein.com, under the “About Henry Schein-Corporate Governance”“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 Meetingannual meeting of Stockholders,stockholders, (xiii) Board of Directors access to management and independent advisors, (xiv) annual evaluation of Board of Directors and committees, (xv) submission of director resignations and (xvi) communicatingcommunications 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 oversight and regulatory demands facing directors, directors must be able to devote sufficient time to carrying out their duties and responsibilities effectively.

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 and Vice President of Corporate Finance,(if any), or persons performing similar functions. The Code of Ethics is posted on our Internet website atwww.henryschein.com, under the “About Henry Schein-Corporate Governance”“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.

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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)units and unvested stock options that are exercisable more than 60 days from March 21, 2022) as of April 4, 2016March 21, 2022 (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, and each of the other three most highly paid executive officers serving as of December 31, 201525, 2021 (the “Named Executive Officers”), and (v) all directors and executive officers as a group.

has shared voting and dispositive power as manager of the Bergman Family 2010 Trust #2, LLC, (v) outstanding options to purchase 29,836 shares that either are exercisable or will become exercisable within 60 days and (v) 4,412(vi) 9,418 shares held in a 401(k) Plan account. Additionally, Mr. Bergman holds 144,547 restricted stock units that vest more than 60 days from April 4, 2016.

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⁶ Represents 71,504(i) 145,664 shares owned directly and over which Mr. Breslawski has sole voting and dispositive power. Additionally, Mr. Breslawski holds 34,094 restricted stock units that vest more than 60 days from April 4, 2016.

⁷ Represents (i) 9,872 shares owned directly and over which Mr. Brons has sole voting and dispositive power and (ii) outstanding options to purchase 7,89813,642 shares that either are exercisable or will become exercisable within 60 days. Additionally, Mr. Brons holds

⁷ Represents (i) 3,189760 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) 2,790 restricted stock units that vest more than 60 days from April 4, 2016vested but, per Ms. Darby’s election, the payment date has been deferred.

⁸ Represents 18,022 shares owned directly and over which Mr. Herring has sole voting and dispositive power.

⁹ Represents (i) 1,909 shares owned directly and over which Mr. Kuehn has sole voting and dispositive power and (ii) 1,31711,843 restricted stock units that vested but, per Mr. Brons’Kuehn’s election, the payment date has been deferred.

⁸¹⁰ Represents (i) 6,000 shares held indirectly over which Mr. Kabat and his wife are co-trustees for the benefit of his wife and over which Mr. Kabat has shared voting and dispositive power, (ii) outstanding options to purchase 15,438 shares that either are exercisable or will become exercisable within 60 days and (iii) 1,68036,640 shares held in Mr. Kabat’sLaskawy’s Non-Employee Director Deferred Compensation Plan account. Additionally, Mr. Kabat holds 3,189 restricted stock units that vest more than 60 days from April 4, 2016.

⁹ Represents 14,458 shares held in Mr. Laskaway’s Non-Employee Director Deferred Compensation Plan account. Additionally, Mr. Laskawy holds (i) 3,189 restricted stock units that vest more than 60 days from April 4, 2016account and (ii) 12,78828,366 restricted stock units that vested but, per Mr. Laskawy’s election, the payment date has been deferred.

¹⁰¹¹ Represents (i) 4,3172,000 shares owned directly and over which Mr. MatthewsMs. Margulies has sole voting and dispositive power, (ii) 200 shares owned indirectly by Mr. Matthews’ wife and Peter Banks, as trustees of a trust for the benefit of Mr. Matthews’ wife over which he has shared voting and dispositive power and (iii) 16,9455,799 shares held in Mr. Matthew’sMs. Margulies’ Non-Employee Director Deferred Compensation Plan account. Additionally, Mr. Matthews holds (i) 3,189 restricted stock units that vest more than 60 days from April 4, 2016account and (ii) 5,384(iii) 11,897 restricted stock units that vested but, at Mr. Matthew’sper Ms. Margulies’ election, the payment date has been deferred.

¹¹¹² Represents (i) 12,62814,903 shares owned directly and over which Mr. Mlotek has sole voting and dispositive power, (ii) outstanding options to purchase 11,932 shares that either are exercisable or will become exercisable within 60 days and (ii) 2,042(iii) 4,092 shares held in a 401(k) Plan account. Additionally, Mr. Mlotek holds 30,245 restricted stock units that vest more than 60 days from April 4, 2016.

¹²¹³ Represents (i) 55,35475,154 shares owned directly and over which Mr. Paladino has sole voting and dispositive power, (ii) outstanding options to purchase 12,783 shares that either are exercisable or will become exercisable within 60 days and (ii) 3,335(iii) 6,682 shares held in a 401(k) Plan account. Additionally, Mr. Paladino holds 31,551 restricted stock units that vest more than 60 days from April 4, 2016.

¹³¹⁴ Represents 2,90925,455 shares owned directly and over which Ms. Raphael has sole voting and dispositive power. Additionally, Ms. Raphael holds 5,594 restricted stock units that vest more than 60 days from April 4, 2016.

¹⁴¹⁵ Represents (i) 1,51713,526 shares owned directly and over which Dr. Rekow has sole voting and dispositive power, and (ii) 8484,615 shares held in Dr. Rekow’s Non-Employee Director Deferred Compensation Plan account. Additionally, Dr. Rekow holds (i) 1,103 restricted stock units that vest more than 60 days from April 4, 2016account and (ii) 1,570(iii) 2,972 restricted stock units that vested but, per Dr. Rekow’s election, the payment date has been deferred.

¹⁵¹⁶ Represents 7401,000 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.

¹⁷ Represents (i) 11,243 shares owned directly and over which Dr. Sheares has sole voting and dispositive power. Additionally, Dr. Sheares holds (i) 3,189 restricted stock units that vest more than 60 days from April 4, 2016power and (ii) 11,39036,833 restricted stock units that vested but, per Dr. Sheares’ election, the payment date has been deferred.

¹⁶ Represents (i) 9,590 shares owned directly and over which Dr. Sullivan has sole voting and dispositive power and (ii) 10,811 shares held in Dr. Sullivan’s Non-Employee Director Deferred Compensation Plan account. Additionally, Dr. Sullivan holds (i) 3,189 restricted stock units that vest more than 60 days from April 15, 2015 and (ii) 1,317 restricted stock units that vested but, per Dr. Sullivan’s election, the payment date has been deferred.

¹⁷ The principal office of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055. The foregoing information regarding the stock holdings of BlackRock, Inc. is based on an amended Schedule 13G filed by BlackRock, Inc. with the SEC on January 26, 2016.

¹⁸ The principal office of T. Rowe Price Associates, Inc. (“Price Associates”) is 100 East Pratt Street, Baltimore, Maryland 21202. These securities are owned by various individual and institutional investors which Price Associates serves as investment adviser, with power to direct investments and/or sole power to vote the securities. For purposes of the reporting requirements of the Securities Exchange Act of 1934, as amended, Price Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities. The foregoing information regarding the stock holdings of Price Associates and its affiliates is based on an amended Schedule 13G filed by Price Associates with the SEC on February 10, 2016.

¹⁹ 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 14,556,036 of these shares, the shared power to vote or direct the vote of 221,276 of these shares, and the shared power to dispose of or direct the disposition of 560,651 of these shares. The foregoing information regarding the stock holdings of Vanguard is based on a Schedule 13G filed by Vanguard with the SEC on February 11, 2016.

²⁰ The principal office of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210. The foregoing information regarding the stock holdings of FMR LLC and its affiliates is based on an amended Schedule 13G filed by FMR LLCVanguard with the SEC on February 12, 2016.10, 2022.

¹⁹ The principal office of Generation Investment Management LLP (“GIM”) is 20 Air Street, 7th Floor, London, United Kingdom W1B 5AN. GIM has the sole power to dispose of or direct the disposition of and the sole power to vote or direct the vote of 96,932 of these shares, and has the shared power to dispose of or direct the disposition of and the shared power to vote or direct the vote of 13,378,512 of these shares. The foregoing information regarding the stock holdings of GIM and its affiliates is based on an amended Schedule 13G filed by GIM and its affiliates with the SEC on February 14, 2022.

²⁰ The principal office of BlackRock, Inc. (“BlackRock”) is 55 East 52nd Street, New York, New York 10055. BlackRock has the sole power to vote or direct the vote of 10,564,747 of these shares and has the sole power to dispose of or direct the disposition of 12,182,117 of these shares. The foregoing information regarding the stock holdings of BlackRock and its affiliates is based on an amended Schedule 13G filed by BlackRock with the SEC on February 1, 2022.

²¹ The principal office of Longview Partners (Guernsey) Limited (“Longview”) is PO Box 559, Mill Court, La Charroterie, St Peter Port, Guernsey GY1 6JG. Longview has shared power to vote or direct the vote of 4,951,040 of these shares, and the shared power to dispose of or direct the disposition of 8,844,692 of these shares. The foregoing information regarding the stock holdings of Longview and its affiliates is based on an amended Schedule 13G filed by Longview and its affiliates with the SEC on February 3, 2022.

²² The principal office of State Street Corporation (“State Street”) is State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111. State Street has the shared power to vote or direct the vote of 5,618,066 of these shares and has the shared power to dispose of or direct the disposition of 7,069,486 of these shares. The foregoing information regarding the stock holdings of State Street and its affiliates is based on a Schedule 13G filed by State Street with the SEC on February 14, 2022.

²³ Includes (i) with respect to all directors and Named Executive Officers, (a) 777,795957,982 shares, directly or indirectly, beneficially owned, including restricted common stock, (b) 61,932outstanding options to purchase 80,976 shares that either are exercisable or will become exercisable within 60 days and (c) 86,876 shares held in 401(k) Plan accounts and in Non-Employee Director Deferred Compensation Plan accounts, as applicable and (c) outstanding options to purchase 31,234 shares that either are exercisable or will become exercisable within 60 days94,701 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) 144,177174,290 shares, directly or indirectly, beneficially owned, including restricted common stock, (b) 5,702 shares held in 401(k) Plan accounts and (c) outstanding options to purchase 21,21135,657 shares that either are exercisable or will become exercisable within 60 days. Additionally, (i) all directorsdays and Named Executive Officers collectively hold 302,111 restricted stock units that vest more than 60 days from April 4, 2016, (ii) all executive officers that are not Named Executive Officers or directors collectively hold 139,002 restricted stock units that vest more than 60 days from April 4, 2016 and (iii) all non-employee directors who deferred restricted stock units that vested collectively hold 37,961 deferred restricted stock units.(c) 1,758 shares held in 401(k) Plan accounts.

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COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

COVID-19 Pandemic’s Impact on the Company and Actions Taken in Response to the Pandemic

TheCOVID-19 pandemic has had, and continues to have, an unprecedented impact on society, worldwide economic activity and the health care sector (particularly, the dental market). Beginning in March 2020 and throughout fiscal 2020 (and to a lesser extent, fiscal 2021), management resources were refocused from their original strategic business goals to mitigating the effects of COVID-19 on the Company. Throughout the pandemic, our Board of Directors has received regular updates from senior management on the Company’s COVID-19 response and has been aligned in support of initiatives undertaken to protect our employees and to augment business operations. Although mitigation efforts related to the COVID-19 pandemic have required, and continue to require, a large investment of time and resources across the Company, in the first quarter of 2022 management completed the Company’s 2022-2024 three-year strategic plan. The Company’s three-year strategic plan is supported by a well-defined and performance-oriented compensation structure as described herein.

As a global health care solutions company that focuses on “doing well by doing good,” we align our core strengths with the needs of our stakeholders and aim to succeed in business while positively impacting health around the world. In keeping with our “higher ambition,” our focus during the COVID-19 pandemic has been on:

The spread of COVID-19 and variants thereof caused us to modify our business practices (including employee travel, employee work locations, and physical participation in meetings, events and conferences), and we may take further actions as may be required by government authorities, applicable laws and customer requirements or that we determine are in the best interests of our employees. As the COVID-19 pandemic continues to unfold, we will evaluate appropriate actions for our business. While employees at our manufacturing and distribution facilities, as well as field sales consultants and equipment service technicians, have continued to work onsite or in the field to provide vital services to our customers, most employees in administrative office-based functions have effectively worked remotely since the start of the pandemic.

As part of a broad-based effort to support plans for the long-term health of our business and to strengthen our financial flexibility, at the beginning of the pandemic and throughout fiscal 2020, we implemented cost reduction measures that included certain reductions in payroll, significantly decreased capital expenditures, reduced planned corporate spending, eliminated certain non-strategic targeted expenditures and took additional measures to preserve our liquidity. Those cost reduction measures were substantially completed in fiscal 2020. In particular, with respect to the impact of COVID-19 on compensation, temporary reductions were made to base salary for executives, including Named Executive Officers, and the Compensation Committee suspended the annual incentive compensation program (replacing it with the 2020 Recovery Performance Plan) for fiscal 2020 and also suspended the Company matching contributions under our 401(k) Savings Plan (“401(k) Plan”) and contributions under the Supplemental Employee Retirement Plan (“SERP”) for the second half of fiscal 2020. Also in fiscal 2020, the annual executive health physicals were put on hold from April 22, 2020 through December 31, 2020, and the automobile allowances were reduced proportionally during the period that our Named Executive Officers forfeited all or a portion of their base salaries. As patient traffic at dental offices stabilized and approached pre-pandemic levels in the second half of fiscal 2020 and the negative impact of the COVID-19 pandemic on the Company’s business operations and financials lessened during the same period, such temporary reductions and suspensions were restored to their normal levels, effective the first day of the fourth quarter of fiscal 2020 (September 28, 2020).

Fiscal 2021 Executive Compensation Program

In determining the Company’s fiscal 2021 executive compensation program, the Compensation Committee reviewed the prior and projected future impact of the COVID-19 pandemic on the Company’s business operations and financials and benchmarking data, and decided to return to pay practices that were substantially similar to the Company’s pay practices prior to the COVID-19 pandemic (i.e., fiscal 2019), except for changes to the type of long-term equity-based awards granted to employees under the Company’s 2020 Stock

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Incentive Plan. The Compensation Committee recognized that due to the ongoing COVID-19 pandemic and the continued uncertainty and potential impact on the business, it would be difficult for management to set a meaningful three-year cumulative earnings per share as the target goal under performance-based restricted stock unit awards as it had done in prior years. Therefore, the Compensation Committee structured the long-term equity-based awards for fiscal 2021 to include time-based restricted stock units and stock options. We believe that stock options provide direct alignment with our executives and shareholders since no value is realizable absent stock price appreciation.

In fiscal 2021, the Company’s executive compensation program consistsconsisted of four main components: (i) base salary; (ii) annual incentive compensation opportunity; (iii) long-term equity-based awards; and (iv) benefits and perquisites. As described below, annual and long-term performance-based awards represent a major portion of total compensation for the Named Executive Officers. The combination of these four components of our executive compensation program is designed to balance Company annual operating objectives and earnings performance with longer-term Company stockholder value creation goals.

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

Annual Incentive Compensation. The components of the Company’s annual incentive compensation (i.e., bonuses under the PIP (as defined below) and the Company’s 162(m) Cash Bonus Plan) are set by the Compensation Committee annually and are designed to reward the achievement of pre-established performance goals. In fiscal 2021, the Company restored its customary annual incentive compensation program (i.e., bonuses under the PIP (as defined below)) as the Compensation Committee believes that the historic components and approach of the PIP properly incentivizes our executive officers to achieve strong results for the Company.

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

Mr. Bergman’s annual incentive compensation (paid under the Company’s 162(m) Cash Bonus Plan and PIP)PIP is based on the following three weighted components:

Long-Term Equity-Based Awards. The Prior to fiscal 2021, the Company allocatesprimarily allocated long-term equity-based awards in the form of restricted stock/stock units that generally cliff vestvested at the end of four years for time-based awards and at the end of three years for performance-based awards.

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 executive officers.officers (other than for relocation expenses). See “Compensation Structure – Structure—Pay Elements – Details –BenefitsElements—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:

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, 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 and Company financial results with executive officer financial rewards.

A major portion of total compensation for our Named Executive Officers is placed at risk through annual and long-term incentives tied to the achievement of performance metrics.metrics and/or stock appreciation. As shown in the Summary Compensation Table, in fiscal 2015,2021, the sum of restricted stock unit awards, the grant date value of non-qualified stock options and annual incentive compensation (under the heading “Non-Equity“Non-Equity Incentive Plan Compensation” in the Summary Compensation Table) and bonus, if any,), represented between 75%79% and 79%84% of the total compensation for the Named Executive Officers. We believe that this combination of incentives has worked well for the Company and its stockholders as evidenced by, among other things, the Company’s record net sales of over $10.6 billion in fiscal 2015 (an increase of 2.5% over the prior fiscal year ended December 27, 2014 (“fiscal 2014”), which consisted of 5.0% growth in internally generated sales and 3.4% growth from acquisitions, offset by a 5.9% decline in reported sales related to foreign currency exchange) and growth in diluted EPS of 4.6% in fiscal 2015 over fiscal 2014. Excluding the $0.32 restructuring charge recorded in fiscal 2015, the EPS growth in 2015 was 10.5%. Management believes that non-GAAP financial measures assist it in evaluating operational trends, financial performance, and cash generating capacity and are provided solely for informational and comparative purposes. However, non-GAAP financial measures should not be regarded as a replacement for corresponding GAAP measures.

We seek to provide competitive compensation that is commensurate with performance. We generally target compensation at the median of the market, and calibrate both annual and long-term incentive opportunities to generate less-than-median awards when goals are not fully achieved and greater-than-median awards when goals are exceeded. (See “Pay Levels and Benchmarking” set forth below.)

We seek to promote a long-term commitment to the Company by our senior executives. We believe that there is great value to the Company in having a team of long-tenured, seasoned managers to enable us to capitalize on our growth strategies. Our team-focused culture and management processes are designed to foster this commitment. The vesting schedules attached to restricted stock/stock unit awards and non-qualified stock options reinforce this long-term orientation.

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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. The charterDirectors and is available on our Internet website atwww.henryschein.com, under the “About Henry Schein-Corporate Governance”“Our Company—Corporate Governance Highlights” caption. Additionally, in fiscal 2021, the Compensation Committee continued to assist the Board of Directors in overseeing and managing risks and developments associated with the COVID-19 pandemic.

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.

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Use of Outside Advisors

In making its determinations with respect to executive compensation, the Compensation Committee has historically engaged the services of Pearl Meyer, an independent compensation consultant. For fiscal 2015,2021, Pearl Meyer advised and consulted with the Compensation Committee with respect to certain executive compensation matters, including assistingadvising it in its reviewconnection with changes made to the Company’s compensation program due to risks and determination ofdevelopments related to the peer group companies used for benchmarking compensation.COVID-19 pandemic. Pearl Meyer did not determine nor recommend the exact amount or form of executive compensation for any executive officer. Pearl Meyer has also assisted the Compensation Committee with several special projects, including advice on director compensation. Pearl Meyer does no other work for the Company.

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, (formerly Towers Watson), a professional services/human resources consulting company which provides a number of services to the Company.

The Compensation Committee has assessed the independence of Pearl Meyer pursuant to the SEC and NASDAQ Stock MarketNasdaq rules taking into consideration each of the six independence factors established under such rules. The Compensation Committee’s assessment affirmed the independence of Pearl Meyer with respect to executive compensation matters concluding that no conflict of interest exists that would prevent Pearl Meyer from serving as an independent consultant to the Compensation Committee. The Compensation Committee has the authority to retain, terminate and set the terms of its relationship with any outside advisors who assist the committeeCompensation Committee in carrying out its responsibilities.

The Role of Say-on-Pay Votes and Stockholder Feedback

The Company provides its stockholders with the opportunity to cast an annual advisory vote on executive compensation (“(“say-on-pay proposal”). At the Company’s annual meeting of stockholders held on June 22, 2015, 95%May 13, 2021, 91.1% 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’ support of the Company’s approach to executive compensation. The Company previously held discussions with, and obtained input from, certain of its stockholders regarding the performance metrics utilized in connection with the Company’s annual incentive and equity-based compensation plans. Additionally, in 2015,In early 2021, following an analysis of compensation policies and practices and based on the results of the say-on-pay vote, the Compensation Committee determined that in light of continuing developments related to the impact of the COVID-19 pandemic on the Company’s currentbusiness operations and financials, restoring the Company’s pre-pandemic (fiscal 2019) approach to executive compensation is(other than changes to the type of long-term equity-based awards granted to employees under the Company’s 2020 Stock Incentive Plan) was in the best interest of the Company and its stockholders and, therefore, did not make any change to its approach to executive compensation or make any significant changes to its executive compensation program from fiscal 2014.stockholders. The Compensation Committee expects to continue to consider the outcome of the Company’s say-on-pay votes, and stockholder discussions and input and continuing developments related to the COVID-19 pandemic when making future compensation decisions for the Named Executive Officers.

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Compensation Structure

Pay Elements – Element—Overview

The Company utilizes four main components of compensation:

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Pay Elements—Elements—Details

Base Salary

The Compensation Committee annually reviews executive officer salaries and makes adjustments, as warranted, based on individual responsibilities and performance, and Company performance in light of market conditions and competitive practice. Salary adjustments are generally approved and implemented during the first quarter of the calendar year (typically in March). In 2015,fiscal 2020, in connection with the Company’s broad-based effort to support plans for the long-term health of its business and to strengthen its financial flexibility of the Company in response to the COVID-19 pandemic, our Named Executive Officers agreed to temporary salary reductions. The base salaries of the Named Executive Officers were restored to their normal levels, effective the first day of the fourth quarter of fiscal 2020 (September 28, 2020). In fiscal 2021, based on individual responsibilities and performance, the Company’s performance and competitive market data with respect to base salary pay practices, the Compensation Committee increased the base salaries for the Named Executive Officers by a weighted average of 2.6%.2.2% over the Named Executive Officers’ restored fiscal 2020 salaries.

Annual Incentive Compensation

Annual incentive compensation for each of the Company’s executive officers is typically determined and paid under the Performance Incentive Plan (“PIP”) for such year, although annual incentive compensationyear. However, due to the impact of the COVID-19 pandemic, on August 11, 2020, the Compensation Committee suspended the PIP for fiscal 2020 with respect to all U.S. participants and certain non-U.S. participants (including the Named Executive Officers) and canceled any corresponding PIP awards relating to financial performance goalsfiscal 2020 in their entirety. Effective as of July 1, 2020, the Compensation Committee adopted the 2020 Recovery Performance Plan to replace and supersede the PIP with respect to fiscal 2020 for Mr. Bergman issuch participants (including the Named Executive Officers). For fiscal 2021, the Compensation Committee reviewed and evaluated the historic components and approach of the PIP as used in pre-pandemic years and determined that it was an effective and meaningful program that incentivized our executive officers to achieve strong results for the Company. Accordingly, the Compensation Committee restored the PIP and paid compensation under the Section 162(m) Cash Bonus Plan.PIP as described below. The Company evaluated the continuing developments related to the impact of the COVID-19 pandemic on the Company’s business operations and financials in making the decision to restore the PIP for fiscal 2021.

Components of the PIP

The components of the PIP are designed to reward the achievement of pre-established corporate financial, business unit financial and individual performance goals. AtThe Compensation Committee sets the PIP’s performance goals and target payout for the Chief Executive Officer. With respect to the executive officers (other than the Chief Executive Officer), at the beginning of each year, the Chief Executive Officer recommends to the Compensation Committee which executive officers should participate in the PIP for that year and, following review and approval by the Compensation Committee, such officers are notified of their participation. The Chief Executive Officer recommends to the Compensation Committee the PIP’s performance goals and target payout for executive officers (other than himself), subject to the Compensation Committee’s review and approval, and sets such goals and target payout for participants who are not executive officers.approval.

PIP targets and goals for 20152021 for the Named Executive Officers were established at the beginning of 2015.2021. For the Named Executive Officers (other than Mr. Bergman), the performance goals under the 20152021 PIP were based on:

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20152021 Company Financial/EPS TargetGoal

Under the 20152021 PIP, the Compensation Committee may adjust the 20152021 Company Financial/EPS TargetGoal for the following factors (which factors have been selectedpre-established by the Compensation Committee):

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Additionally, the Compensation Committee may further adjust the targetgoal 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 the executive officers.management. In the event the Compensation Committee makes adjustments in accordance with the preceding sentence, the Compensation Committee in its sole discretion will determine the PIP award payouts that correspond to the levels of achievement of the adjusted target.goal. The Compensation Committee may award all or a portion of a PIP award upon the attainment of any goals (including the applicable predefined goals). The Compensation Committee or the Chief Executive Officer (solely with respect to non-executive officers) may also grant discretionary awards under the PIP.

Compensation paid under the PIP is subject to clawback whereby the Company has the right to recoup from the participant, including the Named Executive Officers, and the participant is required to repay to the Company, an amount equal to the PIP cash bonus paid to the participant if the participant engages in a competitive activity (as defined in the Company’s Management Team Performance Incentive Plan and Plan Summary, effective as of January 1, 2014) or violates a non-disclosure, non-solicitation of employees or other restrictive covenant between the participant and the Company on or after the payment date but on or prior to the first anniversary of such payment date.

In 2015,February 2021, the Compensation Committee undertook a review of the 20152021 Company Financial/EPS TargetGoal to be used in our 2021 PIP awards. As part of this review, the Compensation Committee considered a number of factors including (i) market data for peer group companies with revenues between $8 billion and $12 billion and peer group companies practices and (ii) the advantages and disadvantages of potential performance metrics evaluated against the current performance objectives of the PIP. Following consideration of these factors, the Compensation Committee concluded, as further described below, that it was in the best interest of the Company and its stockholders to continue to use adjusted earnings per share as the metric for the portion of the PIP bonus that is based on the Company’s performance.

The Compensation Committee believes adjusted EPS is appropriate for the portion of the PIP bonus that is tied to the Company’s performance because such metric (i) is reflective of the key metric that the Board of Directors uses to assess the Company’s performance, (ii) clearly summarizes the earnings generated for stockholders and focuses on return to the stockholders, (iii) is sufficiently different from our long-term equity plan metric (awarded in fiscal 2020 and fiscal 2019) because our long-term equity plan metric is a three-year cumulative earnings per share goal as opposed to a one-year goal and (iv) is a metric used by a majoritysignificant number of our peer grouplarge companies as the performance factor for the company-performance portion of their annual incentive compensation plan.plans.

Also, as stated above, our PIP for the Named Executive Officers (other than Mr. Bergman) is made up of the 20152021 Company Financial/EPS Target,Goal, Business Financial Goals and Individual Performance Goals. The Compensation Committee believes that the Business Financial Goals and Individual Performance Goals (as described below) already take into account performance metrics factors (including, without limitation, measures such as pre-taxoperating income, business unit expense net sales and similar factors) and, therefore, the

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introduction of another performance metric for the 20152021 Company Financial/EPS TargetGoal is not necessary as our executive officers are already incentivized with various financial goals appropriate for their respective profit centers or business units.

Finally, as evidenced by the Company’s long-term historical stock performance and financial results, using earnings per share to measure the portion of the PIP bonus that is based on the Company’s performance has successfully driven value creation and, accordingly, has been an effective incentive for our executive officers.

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

The weight (expressed as a percentage of the PIP target payout) for each component of the 2021 PIP awards for the Named Executive Officers (other than Mr. Bergman) iswas as follows:

Business Financial Goals and Individual Performance Goals vary for each Named Executive Officer as the goals reflect each executive’s specific role and function. Financial measures included in such goals are calculated based on generally accepted accounting principles and adjusted in a manner similar to adjustments made to the Company’s EPS (as described below).

Business Financial Goals and Individual Performance Goals are designed to motivate executive officers to achieve challenging, but attainable goals for talented executives. The Compensation Committee sets the targetsgoals for PIP awards such that incentive compensation is paid at less-than-median of the market awards when Business Financial Goals or Individual Performance Goals are not fully achieved and greater-than-median awards when goals are exceeded. The maximum payout percentage under the PIP for the Named Executive Officers is 200%150% for the Company/Financial Company Financial/EPS Target,Goal, ranges from 125%130% to 200% for the Business Financial Goal (depending on the specific category of Business Financial Goal applicable to such Named Executive Officer) and is 115% for the Individual Performance Goals. Similar to the 2020 Recovery Performance Plan, the 2021 PIP incorporated a diversity and inclusion metric into the Individual Performance Goals for all participants (including Named Executive Officers whose diversity and inclusion goal was weighted between 13% to 20% of their target bonus tied to their Individual Performance Goals, which equals 5% to 8% of their total PIP target bonus). Fiscal 2021 diversity and inclusion goals may be satisfied by completing education opportunities/trainings, active membership in one or more of the Company’s employee resource groups, increasing diverse representation in candidate interview processes, promoting the increase of diverse representation in talent planning, and/or mentoring/sponsoring diverse team members.

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

Mr. Breslawski:

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Mr. Paladino:

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Mr. Benjamin:

Mr. Mlotek:

2015 PIP

In 2015, based on the Company’s performance, growth versus the peer group, competitive market data with respect to pay practices and the Company’s continued emphasis on payingAnnual Incentive Compensation for performance, the Compensation Committee increased the payout for achievement of the PIP target goals for the Named Executive Officers (other than Mr. Bergman) by a weighted averagethe CEO) under the 2021 PIP

In 2021, after reviewing market competitive practices and in light of 35.4% and increasedmarket conditions in the areas in which the Company competes, the Compensation Committee decided not to increase the payout for achievement of the target goals for the Named Executive Officers under Mr. Bergman’s 162(m) Planthe PIP and instead maintained the same target level payout as was originally approved for the 2020 PIP inbefore it was suspended and replaced with the aggregate, by 5%.Recovery Performance Plan.

In February 2015,March 2021, the Compensation Committee set the 20152021 Company Financial/EPS TargetGoal at $5.96,$3.50, representing the target goal designed to result in a PIP award payout equal to 100%. The Compensation Committee set this target goal by excluding budgeted restructuring costs. As such, the measurement of achievement of such target goal excluded actual restructuring costs. Similar to previous years, the Compensation Committee completed a pre-defined process to adjust the goal and to approve the adjustments that will be applied to the actual results, in each case, based on adjustments authorized under the PIP. For the 20152021 PIP, these adjustments to the 2021 Company Financial/EPS Goal included the impact of acquisitions and dispositions, certain capital transactions (including capital stock repurchases) and, the effects during fiscal 20152021 of a designatedchanges in foreign exchange rate outsiderates, and a pre-established range.difference between an approved restructuring allowance and actual restructuring costs. As a result of these adjustments, the Compensation Committee decreasedincreased the 20152021 Company Financial/EPS TargetGoal from $5.96$3.50 to $5.82. A substantial portion of the adjustment for the 2015 PIP was attributable to the average Euro foreign exchange rate for the year being lower than the pre-established range.$3.61. These adjustments were reviewed and approved by the Compensation Committee.

During the first quarter of 2016,2022, the Chief Executive Officer reviewed, with respect to the 2021 fiscal year, the relevant financial and operating performance achievements of the Company and its business units, as well as the individual performance of the participating officers (other than himself), against the PIP performance goals that had been previously established, and submitted proposed PIP payouts for the participating officers to the Compensation Committee for review and approval.

Our 2015 adjustedactual 2021 diluted EPS, from continuing operationsadjusted for litigation settlement costs and a gain on the sale of an equity investment was $6.01, which excludes a restructuring charge recorded in fiscal 2015, resulting$4.48. This achievement resulted in a payout of 142%150% of the 20152021 Company Financial/EPS TargetGoal portion of the PIP award based on the pre-established weighted formula set by the Compensation Committee under the 20152021 PIP. PIP awards for the Named Executive Officers appear in the Summary Compensation Table in the column captioned “Non-Equity“Non-Equity Incentive Plan Compensation.”

Additionally, in 2013, the Compensation Committee approved a clawback policy as part of the PIP whereby the Company has the right to recoup from the participant, including the Named Executive Officers, and the participant is required to repay to the Company, an amount equal to the PIP cash bonus paid to the participant if the participant engages in a competitive activity (as defined in the award agreement) or violates a non-disclosure, non-solicitation of employees or other restrictive covenant between the participant and the Company on or after the payment date but on or prior to the first anniversary of such payment date. This policy was effective beginning with the 2013 PIP.

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Annual Incentive Compensation for CEO under the 2021 PIP

Mr. Bergman’s annual incentive compensation for 20152021 had twothree components:

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A portion of Mr. Bergman’s 2015 award underannual incentive compensation is tied to (i) the Section 162(m) Cash Bonus Plan was based on the Company’s 2015 Company Financial/EPS Target (weighted at 75%achievement level of his total award under both plans) and the average performance of the Company’sactual bonus paid to all executive officers and other executive officers with respect tomanagement over the average target for their Business Financial Goals (weighted at 12.5% of his total award under both plans). The same adjustments were made to(excluding discretionary bonuses, if any) and (ii) the Company Financial/EPS Target componentachievement of the 162(m) Cash Bonus Plan as were madeaverage actual bonus paid to all executive officers and other executive management over the Company Financial/EPS Target component of the PIP, except, that with respect to the 162(m) Cash Bonus Plan, such adjustments were required to be made without discretion.average target bonus for their Individual Performance Goals (excluding discretionary bonuses, if any). Based on 20152021 achievement levels, the Compensation Committee determined Mr. Bergman was entitled to a $2,485,406 bonus under the Section 162(m) Cash Bonus Plan with respect to 2015 performance.

Mr. Bergman’s 2015 award under the PIP was based on the average performance for Individual Performance Goals of the Company’s other executive officers (weighted at 12.5% of his total award under both plans). Such bonus is designed to further motivate Mr. Bergman to facilitate the individual performance of the Company’s executive officers and is consistent with the Company’s strong team-based approach. The Compensation Committee determined Mr. Bergman was entitled to a $261,461$3,243,324 bonus under the PIP with respect to 20152021 performance.

Such calculations, under both the Section 162(m) Cash Bonus Plan and the 2015 PIP, resulted in a total bonus amount of $2,746,867 for Mr. Bergman.

Long-Term Equity-Based Awards

The Company and the Compensation Committee believe that long-term equity-based awards are an important factor in aligning the long-term financial interest of the officers and stockholders. The Compensation Committee continually evaluates the use of equity-based awards and intends to continue to use such awards in the future as part of designingthe design and administeringadministration of the Company’s executive compensation program.

Type of Award - Restricted Stock/Units

The current method of allocatingUnder the Company’s long-term incentive program (“LTIP”) pursuant to the 2020 Stock Incentive Plan, prior to fiscal 2021, the Company granted equity-based awards solely toin the form of time-based and performance-based restricted stock/units isstock units. Such methodology was designed to use fewer shares as compared to “appreciation-based” awards (such as stock options) while continuing to provide long-term incentives with a strong retention component to participants.

Vesting

Performance-based restricted stock/units vest 100%In determining the design of the annual equity awards under the 2021 LTIP, the Compensation Committee recognized that due to the ongoing COVID-19 pandemic and the continued uncertainty and potential impact on the third anniversarybusiness, it would be difficult for management to set a meaningful three-year cumulative earnings per share as the target goal under performance-based restricted stock unit awards as it had done in prior years. Further, the Compensation Committee expected that the 2021 fiscal year was likely to be a transition year for our Board and management that would require an intense focus on the Company’s continued recovery as well as the setting of the Company’s future multi-year strategic plan. Accordingly, the Compensation Committee determined that the setting of pre-established performance goals for a period that is shorter than the typical three-year performance cycle would likely be ineffective and challenging in light of this transition and decided that it was advisable and in the best interests of the Company to change the form of awards granted for fiscal 2021 in a manner that did not use pre-established performance goals, but instead, focused on stock value appreciation and retention.

Following consultation with its independent compensation consultant, the Compensation Committee approved the awards under the 2021 LTIP for the Named Executive Officers consisting of 60% in the form of time-vested restricted stock units and 40% in the form of non-qualified stock options, in each case granted under the Company’s 2020 Stock Incentive Plan. The time-vested restricted stock units granted as part of the 2021 LTIP award have a four-year cliff vesting schedule, subject to continued employment through such date. The non-qualified options granted as part of the 2021 LTIP award vest ratably over three years following the grant date, (three-year cliff vesting)subject to continued employment through each applicable vesting date and time-basedhave an exercise price per share equal to the closing sale price of a share of the Company’s common stock on the grant date.

Vesting

Time-based restricted stock/stock units generally vest 100% on the fourth anniversary of the grant date (four-year cliff vesting), in each case provided that no termination of service had occurred (except that the grants provide for pro-rated or accelerated vesting if termination of

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employment is due to retirement, death or disability, or termination without cause following a change in control (as defined in the 2020 Stock Incentive Plan)).

Non-qualified stock options vest one-third each year on each of the first through third anniversaries of the grant date, provided no termination of service had occurred. Stock options expire on the tenth anniversary of the grant date, unless a termination of service had occurred prior to such date, in which case the unvested portion of the stock option is forfeited and the participant has 90 days (one year upon death or disability) to exercise the vested stock options following such termination (except that the grants provide for pro-rated or accelerated vesting if termination of employment is due to retirement, (solely with respect to restricted stock units), death or disability, or termination without cause following a change in control (as defined in the 20132020 Stock Incentive Plan)). (See “Pay Levels and Benchmarking” set forth below.) We estimate the fair value of stock options using the Black-Scholes valuation model.

For fiscal 2021, for all participants under the 20132020 Stock Incentive Plan, other than executive officers and other executive management, the restricted stock/units areequity awards were allocated as 50% performance-based awards80% time-based restricted stock units and 50% time-based awards. Mr. Bergman receives his awards of restricted stock/units as 100% performance-based awards.20% non-qualified stock options. Executive officers (other than Mr. Bergman) receive 65% of(including the Named Executive Officers) and other executive management received their fiscal 2021 awards in the form of performance-based restricted stock/units and 35%with 60% of their awards in the form of time-based restricted stock/units.stock units and 40% of their awards in the form of non-qualified stock options.

Effective withNone of our outstanding LTIP awards granted on or after March 1, 2013, the Compensation Committee (i) eliminated theprovide for single trigger acceleration of restricted stock/stock units or stock options upon a change ofin control. Instead, in connection with a change in control, all outstanding restricted stock units and provided that restricted stock/unitsunvested stock options granted on or after such date willto our executive officers vest automatically upon a participant’s termination of employment by the Company without cause or by the participant for good reason (and for Mr. Bergman, also for retirement) occurring within two years after the change in control or in certain cases within 90 days prior to a change in control or after the first public announcement of controla pending change in control. (See “Post Termination and (ii) approvedChange in Control Calculation” table below and the accompanying footnotes.) Further, these awards are subject to a clawback policy whereby the Company has the right to recoup from the participant, including the Named Executive Officers, and the participant is required to repay to the Company, an amount equal to the fair market value of the aggregate shares of restricted stock/stock units and the fair market value of the aggregate shares received upon exercise of a stock option (net of the aggregate exercise price paid in cash upon exercise of such stock option) payable to the participant if the participant engages in a competitive activity (as defined in the award agreement) or violates a non-disclosure, non-solicitation of employees or other restrictive covenant between the participant and the Company on or after the payment date but on or prior to the first anniversary of such payment date.

Grant Date

All grants are issued on the date they are approved by the Compensation Committee, except with respect to new hires and Mr. Bergman’s inducement restricted stock unit award granted in connection with the renewal of his employment agreement, where the grant date is a fixed date after the date on which such grant is approved by the Compensation Committee.

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Performance Criteria

At the time theFiscal 2021 Annual LTIP performance-based goal is set, it is substantially uncertain that the goal will be achieved. As the Company continues to grow, we continue to tie the performance goals to the Company’s earnings per share at growth rates that we believe exceed market growth for the markets in which we operate and reflect economic conditions. The Compensation Committee set the target and maximum payout for performance-based restricted stock/unit awards at 100% and 200%, respectively.Award

In 2015,March 2021, the Compensation Committee undertook a reviewdecided to increase the value of the performance metrics used2021 LTIP awards for participants in our performance-basedthe LTIP, awards. As partincluding increasing the Named Executive Officers’ value as compared to the value of this review, the Compensation Committee considered a number of factors includingtheir awards in 2020 (in each case excluding any one-time special awards) by 10% to (i) reflect competitive market data for peer group companies with revenues between $8 billion and $12 billion and peer group companiesrespect to equity pay practices and to encourage employee retention and (ii) recognize the advantages and disadvantages of potential performance metrics evaluated againstNamed Executive Officers’ efforts to lead the performance objectivesbusiness through the challenges of the LTIP. Following consideration of these factors,COVID-19 pandemic.

In accordance with the Compensation Committee concluded that it was in the best interestupdated design of the Company2021 LTIP award, on March 3, 2021, Mr. Bergman was granted 36,184 time-based restricted stock units and its stockholders to continue to use three-year cumulative earnings per share as the metric for the LTIP because such metric (i) is reflective89,510 non-qualified stock options, with an aggregate grant date fair value of $3,781,800, Mr. Breslawski was granted 16,545 time-based restricted stock units and 40,927 non-qualified stock options, with an aggregate grant date fair value of $1,729,200, each of Messrs. Paladino and Benjamin was granted 15,503 time-based restricted stock units and 38,350 non-qualified stock options, with an aggregate grant date fair value of $1,620,300 and Mr. Mlotek was granted 14,471 time-based restricted stock units and 35,798 non-qualified stock options, with an aggregate grant date fair value of $1,512,500. Each of the key metric thatNamed Executive Officers’ 2021 LTIP awards were 60% time-based with four-year cliff vesting and 40% non-qualified stock options vesting ratably over three years following the Board of Directors uses to assess the Company’s performance, (ii) clearly summarizes the earnings generated for stockholders, (iii) is sufficiently different from our short-term incentive plan (i.e., PIP) metric because our long-term equity plan metric is a three-year cumulative earnings per share goal as opposed to a one-year goal and (iv) is a metric used by a majority of our peer group companies as the performance factor for their respective long-term equity plans.

Additionally, pursuant to the LTIP, the Compensation Committee is required to adjust the EPS performance goal for the following factors (which factors have been selected by the Compensation Committee):

Although some companies use relative total shareholder return as a performance metric, the Compensation Committee does not believe such metric is appropriate for the Company’s circumstances at this time because such metric (i) does not clearly summarize the earnings generated for stockholders (e.g., earnings per share), (ii) tends to reward stock price volatility, (iii) is measured on a relative basis so it is highly dependent on the peer group chosen and we believe a selection of an appropriate peer group would be difficult for the purpose of measuring relative total shareholder return due to size, types of businesses the Company is involved in, business differentials and consolidation of companies within the industry (e.g., companies selected for the peer group at the beginning of the period may be merged into other companies by the end of the three-year period which may skew results), (iv) is not used by any of our peer companies and (v) provides for payouts in negative return scenarios so long as the Company outperforms its peer group (i.e., the executive may receive a high payout while stockholders are losing value).

As evidenced by the Company’s historical stock performance and financial results, LTIP performance criteria of three-year cumulative earnings per share has been an effective incentive for our executive officers. For all the reasons stated above, the Compensation Committee believes it is in the best interest of the Company and its stockholders to use three-year cumulative earnings per share as the performance metrics for its long-term equity awards.

2013 – 2015 Performance-Based Restricted Stock/Stock Unit Awards Granted Prior to Fiscal 2021 and Special Pandemic Recognition Award

During the first quarter of each calendar year,fiscal 2019 and fiscal 2020, the Compensation Committee setsset the three-year cumulative earnings per share as the target goal designed to result in a payout equal to 100% under the performance-based restricted stock/stock unit awards to be granted during such year.in fiscal 2019 and fiscal 2020, respectively. The Compensation Committee set the target goal for the awards granted in 2014fiscal 2019 and 2015fiscal 2020 by excluding restructuring costs. For awards granted in 2013, the Compensation Committee did not exclude restructuring costs. Accordingly, the actual results for fiscal 2015 applied to measure achievement of the target goals for awards granted in 2014 and 2015 exclude actual restructuring costs incurred in fiscal 2015. Similar to previous years, the Company completed a pre-defined process to adjust goals and to approve the adjustments that will be applied to the actual results, in each case, based on adjustments required under the LTIP. With respect to outstanding performance-based restricted stock/stock unit awards granted from 2013 to 2015, to accountin fiscal 2019 and fiscal 2020, the goal was adjusted for the effects during fiscal 2021 of impact of acquisitions, certain capital transactions (including capital stock repurchases) that occurred in fiscal 2015 and the effects during fiscal 2015 of a designatedchanges in foreign exchange rate outside a pre-established range,rates from the rates used in setting the goal. Accordingly, the Compensation Committee reduceddecreased the three-year EPS performance goal for the performance-based restricted stock/stock units granted in 2013, 2014fiscal 2019 by 0.05% and 2015increased the three-year performance goal for the performance-based restricted stock units granted in fiscal 2020 by 1.07%, 1.23% and 0.57%, respectively. A substantial portion of0.74%. The decrease to the adjustments werefiscal 2019 goal resulted from decreases attributable to the average Euroimpact of acquisitions and changes in foreign exchange rate for 2013, 2014rates, largely offset by an increase from the impact of share repurchases. The increase in the fiscal 2020 performance goal was attributable to the impact of share repurchases and 2015 being lower than the pre-established range.changes in foreign exchange rates. These adjustments were reviewed and approved by the Compensation Committee.

In 2015, based on the Company’s performance, growth versus the peer group, competitive market data with respect to pay practices and the Company’s continued emphasis on paying for performance, the Company increased the value of the 2015 LTIP Performance-based restricted stock unit awards for the Named Executive Officers by a weighted average of 39.4% as compared to the value of their awardswere not granted in 2014.

On March 3, 2015, Mr. Bergman was granted 24,863 restricted stock units with a grant date fair value of $3,500,000, Mr. Breslawski was granted 11,366 restricted stock units with a grant date fair value of $1,600,000, each of Messrs. Paladino and Benjamin was granted 10,655 restricted stock units with a grant date fair value of $1,500,000, and Mr. Mlotek was granted 9,945 restricted stock units with a grant date fair value of $1,400,000. Each such grant was made under the Company’s 2013 Stock Incentive Plan. Mr. Bergman’s grant was 100% performance-based with three-year cliff vesting and the grants for Messrs. Breslawski, Paladino, Benjamin and Mlotekfiscal 2021 but were 65% performance-based with three-year cliff vesting and 35% time-based with four-year cliff vesting.reinstated in fiscal 2022.

On March 2, 2015,2021, the 2018 LTIP performance-based awards vested. With respect to such awards, on March 2, 2018, the Compensation Committee set the three-year cumulative EPS at $13.38, representing the target goal designed to result in an LTIP award payout equal to 100%. Similar to previous years, the Compensation Committee completed a pre-defined process to adjust the goal and to approve the adjustments that were made to the actual results, in each case, based on adjustments authorized under the 2018 LTIP. For the 2018 LTIP performance-based awards, the goal was adjusted to account for the impact of acquisitions and dispositions, including the spin-off and merger of our Animal Health business in February 2019 creating Covetrus, Inc., a separate publicly traded corporation (the “Spin-Off”); certain capital transactions (including capital stock repurchases); and the effects of changes in foreign exchange rates from the rates used in setting the goal. The three-year cumulative EPS performance goal for the performance-based restricted stock/stock units granted under the 20122018 LTIP was $11.37 (as adjusted) and the actual three-year cumulative EPS was $10.46 (as adjusted). On March 2, 2021, such awards vested with an achievement of 100.84%92% of the EPS performance goal and a payout awarded in shares of Company common stock equal to 111.7%20% of the original number of shares/units underlying the award granted. The three-year cumulative EPS target(adjusted for the performance-based restrictive stock/units granted under the 2012 LTIP was $14.26 (as adjusted) and the actual three-year cumulative EPS was $14.38 (as adjusted).

On March 1, 2016, the performance-based restricted stock/units granted under the 2013 LTIP vested with an achievement of 99.6%effects of the EPS performance goal and a payout awarded in shares of Company common stock equal to 96.3% of the original number of shares/unitsSpin-Off) underlying the award granted (based on target goal performance).

The three-year cumulative EPS performance goal forpayout under the performance-based restrictive stock/restricted stock units granted under the 20132018 LTIP was $15.75 (as adjusted)negatively impacted by the global COVID-19 pandemic. Given the significance of the impact of the pandemic on the Company’s three-year EPS goal under such equity award and the contributions made by the Company’s TSMs (including those who received such award), on March 3, 2021, the Compensation Committee granted a Special Pandemic Recognition Award to recipients of performance-based restricted stock units under the 2018 LTIP who were employed by the Company on the grant date of the Special Pandemic Recognition Award (March 3, 2021). The value of such award for each recipient was determined based on 55% of that recipient’s original number of performance-based restricted stock units awarded under the 2018 LTIP (adjusted for the Spin-Off). The restricted stock granted under the Special Pandemic Recognition Award vests 50% on the first anniversary of the grant date and 50% on the second anniversary of the grant date, subject to continued employment over the respective time period. The combination of the 20% payout based on actual three-yearperformance of the 2018 LTIP and the one-time Special Pandemic Recognition Award granted in 2021 will generate a cumulative EPSpayout of 75% of each recipient’s original number of performance-based restricted stock units awarded in 2018 if the recipient satisfies the two-year vesting schedule commencing in 2021. In approving the one-time Special Pandemic Recognition Award, the Compensation Committee recognized that the COVID-19 pandemic created the most difficult business challenge the Company has faced, and management’s dedication and hard work to meet the challenge. For their respective one-time Special Pandemic Recognition Award granted on March 3, 2021, Mr. Bergman was $15.69 (as adjusted).granted 31,708 time-based restricted stock units, with a grant date fair value of $1,988,408, Mr. Breslawski was granted 9,421 time-based restricted stock units, with a grant date fair value of $590,790, each of Messrs. Paladino and Benjamin was granted 8,832 time-based restricted stock units, with a grant date fair value of $553,854 and Mr. Mlotek was granted 8,243 time-based restricted stock units, with a grant date fair value of $516,918.

Benefits and Perquisites

The Company’s executive compensation program also includes benefits and perquisites. These benefits include annual matching contributions of up to 7% of base salary to executive officers’ 401(k) Plan accounts, annual allocations to the Company’s Supplemental Executive Retirement Plan (“SERP”) accounts, health benefits, annual executive health physicals, automobile allowances, and life insurance coverage.coverage, disability and business travel insurance. As part of the Company’s initiatives to reduce costs due to the impact of COVID-19 in fiscal 2020, the Compensation Committee suspended the Company matching contributions under our 401(k) Plan and contributions

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under the SERP for the second half of fiscal 2020, the annual executive health physicals were put on hold from April 22, 2020 through December 31, 2020, and the automobile allowances were reduced proportionally during the period that our Named Executive Officers forfeited all or a portion of their base salaries. These benefits and perquisites were restored in fiscal 2021. The Company also maintains a deferred compensation plan (the “Deferred Compensation Plan”) under which the Named Executive Officers may participate. The Company does not make any contributions to the Deferred Compensation Plan and all amounts outstanding under the Deferred Compensation Plan consist solely of participant contributions. The Company annually reviews these benefits and perquisites and makes adjustments as warranted based on competitive practices and the Company’s performance.

A portion of the administrative services provided to Mr. Bergman has been determined to be non-business related and such portion is included in his taxable income as additional compensation. The administrative services include clerical and secretarial assistance designed primarily to minimize the amount of time Mr. Bergman devotes to administrative matters other than Company business, to provide opportunities for Mr. Bergman to undertake, among other things, philanthropic causes, social responsibility activities and non-business-related leadership roles. The Compensation Committee has approved these benefits and perquisites as a reasonable component of the Company’s executive officer compensation program in light of historical and competitive market practices. (See the “All Other Compensation” column in the Summary Compensation Table.)

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From time to time, the Company utilizes hourly leased aircraftCompany-owned and Company-leased vehicles (each a “Company vehicle”) and Company-employed drivers to efficiently optimize management’s time for business travel. If seating is available, the Company permits an executive’s spouse or other guests to accompany the executive on the flight. In all cases, if the aircraftvehicle and Company-employed driver is used for personal purposes, the executive reimburses the Company the value of the personal usage of the aircraftCompany vehicle and Company-employed driver’s time at the greater of the imputed income under Securities and Exchange CommissionSEC rules and the SIFLStandard Industry Fare Level (SIFL) value under Internal Revenue Service regulations.

Pay Mix

We utilize the particular elements of compensation described above because we believe that it provides a well-proportioned mix of secure compensation, retention value and at-risk compensation which produces short-term and long-term performance incentives and rewards without encouraging inappropriate risk-taking by our executive officers. By following this approach, we provide the executive a measure of security with a minimum expected level of compensation, while motivating the executive to focus on business metrics that will produce a high level of short-term and long-term performance for the Company and its stockholders, and long-term wealth creation for the executive, as well as reducing the risk of recruitment of top executive talent by competitors. The mix of metrics used for our annual incentive program (i.e., the PIP and the Section 162(m) Cash Bonus Plan)PIP) and our annual LTIP likewise provides an appropriate balance between short-term financial performance and long-term financial and stock performance.

For executive officers, the mix of compensation is weighted heavily toward at-risk pay (performance-based annual incentives and long-term incentives). Maintaining this pay mix results fundamentally in a pay-for-performance orientation for our executives, which is aligned with our stated compensation philosophy of providing compensation commensurate with performance, andwhile targeting pay at approximately the 50^th percentile of the competitive withmarket.

Our pay mix has resulted in a team of long-tenured, seasoned managers who we believe have a strong commitment to the market.Company’s long-term performance.

Pay Levels and Benchmarking

Pay levels for executive officers are determined based on a number of factors, including the individual’s roles and responsibilities within the Company, the individual’s experience and expertise, the pay levels for peers within the Company, pay levels in the marketplace for similar positions and performance of the individual and the Company as a whole. The Compensation Committee is responsible for approving pay levels for the executive officers. In determining the pay levels, the Compensation Committee considers all forms of compensation and benefits.

The Compensation Committee assesses “competitive market” compensation using a number of sources. One of the data sources used in setting competitive market levels for the executive officers is the information publicly disclosed by a peer group of the Company, which is reviewed annually and may change from year to year. The peer group of companies is set by the Compensation Committee and consists of companies engaged in the distribution and/or manufacturing of healthcare products or industrial equipment and supplies. The Compensation Committee determines the peer group of companies based on the following considerations, among other things: (i) Standard Industrial Classification or SIC codes; (ii) Global Industry Classification System or GICS; (iii) companies identified by Hoover’s, Inc. as our peer companies; (iv) companies listed as peers by our current list of peer companies and (v) company size, including, among other things size by market capitalization, revenue and number of employees. Based on such analysis, the Compensation Committee determined that the peer group of companies used for fiscal 20152021 should be updated from the peer group used

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for fiscal 2020 to beremove Community Health Systems, Inc. and to add Baxter International Inc. and WESCO International Inc. Accordingly, the fiscal 2021 peer group includes the following companies: AmerisourceBergen Corporation, Baxter International Inc., Cardinal Health, Inc., DaVita Inc., Dentsply InternationalSirona Inc., Fastenal Company, Laboratory Corp. of America Holdings, MSC Industrial Direct Co., Inc., MWI Veterinary Supply, Inc., Omnicare, Inc., Owens & Minor, Inc., Patterson Companies, Inc., Quest Diagnostic, Inc., W.W. Grainger, Inc. and W.W. Grainger,WESCO International Inc. At management’s direction, Willis Towers Watson, (formerly Towers Watson), a professional services/human resources consulting company, prepares a survey containing the peer group analysis and comparative data for companies with revenues between $8 billion and $12 billion for the Company. This information is shared with the Compensation Committee and the Compensation Committee reviews such information with itsPearl Meyer, an independent compensation consultant, Pearl Meyer.consultant.

After consideration of the data collected on external competitive levels of compensation and internal relationships within the executive group, the Compensation Committee makes decisions regarding individual executives’ target total compensation goals based on the need to attract, motivate and retain an experienced and effective management team.

Relative to the competitive market data, the Compensation Committee generally intends that the base salary, target annual incentive compensation and equity-based compensation for each executive will be at the median of the competitive market.

As noted above, notwithstanding the Company’s overall pay positioning objectives, pay goals for specific individuals vary based on a number of factors such as scope of duties, potential for advancement, tenure, institutional knowledge and/or difficulty in recruiting a new executive. Actual total compensation in a given year will vary above or below the target compensation levels based primarily on the attainment of operating goals and the creation of stockholder value.

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Conclusion

The level and mix of compensation that is finally decided upon by the Compensation Committee is considered within the context of both the objective data from our competitive assessment of compensation and performance, as well as discussion of the subjective factors as outlined above. The Compensation Committee believes that each of the compensation packages is within the competitive range of practices when compared to the objective comparative data even where subjective factors may have influenced the compensation decisions.

Post Termination and Change in Control

The Company believes that a strong, motivated management team is essential to the best interests of the Company and its stockholders. To that end, we have an employment agreement with Mr. Bergman (which includes a change in control provision) and we have had change in control agreements with certain executive officers (including the Named Executive Officers, other than Mr. Bergman,Bergman) since 2003, which were amended in 2012 to, among other things, eliminate the gross-up for excise taxes imposed by Section 4999 of the Code.Internal Revenue Code of 1986, as amended (the “Code”). These agreements provide for certain payments to be made upon termination of employment under certain circumstances, including if the executive’s employment is terminated by the Company without cause or by the executive for good reason within two years following a change in control of the Company. (See “Employment Agreementand Letter Agreements and Post Termination and Change in Control Arrangements” under “Executive and Director Compensation” for a discussion of these agreements.) The Company does not provide any tax gross-ups to our executive officers.officers (other than for relocation expenses).

Stock Ownership Policy

The Board of Directors believes that, to align the interests of the executive officers, other executive management and directors of the Company with the interests of the stockholders of the Company, the executive officers, other executive management and directors should have a financial stake in the Company. The Board of DirectorsNominating and Governance Committee adopted a policy requiring (i) the Company’s Chief Executive Officer to own equity in the Company equal to a minimum of six times his annual base salary, (ii) each executive officer who reports directly to the Company’s Chief Executive Officer to own equity in the Company equal to a minimum of three times such executive officer’s annual base salary and (ii) each(iii) all executive officerofficers who doesdo not report directly to the Company’s Chief Executive Officer and all other executive management to own equity in the Company equal to a minimum of onetwo times such executive officer’sperson’s annual base salary.salary (the “Minimum Ownership Policy”). Newly appointed executive officers and other executive management will have five years from the date of their appointment to comply with the Company’s stock ownership policy. Upon request, the Board of DirectorsNominating and Governance Committee may consider whether exceptions should be made for any executive officersuch person on whom this requirement would impose a financial hardship or for other appropriate reasons as determined by the Board of Directors. EquityNominating and Governance Committee. For Fiscal 2021, equity includes: shares of any class of capital stock; shares of vested restricted stock; unexercised vested options; vested shares of common stock held in such executive officer’s 401(k) Plan account; warrants or rights to acquire shares of capital stock; and securities that are convertible into shares of capital stock; provided that an amount equal to at least 20% of such executive officer’sperson’s annual base salary must be owned

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by such executive officerperson in the form of shares of common stock. In February 2022, the Nominating and Governance Committee revised the definition of equity for purposes of the stock ownership policy calculations for its executive officers and other executive management to (i) exclude unexercised vested options and (ii) include unvested time-based restricted stock units (after netting an estimated amount for taxes). The Stock Ownership Policystock ownership policy for non-employee directors of the Company is set forth under “Executive and Director Compensation-DirectorCompensation—Director Compensation for Fiscal 2015-Stock2021—Stock Ownership Policy.”

Further, as a guideline, executive officers and other executive management may only sell up to one-half75% of the equity value above the ownership requirement. Also, an executive officer’s or other executive management’s equity in the Company may not be sold until the executive officersuch person satisfies the Company’s Stockstock ownership policy.

In February 2019, the Nominating and Governance Committee reviewed the impact of the Spin-Off on the stock ownership policy for executive officers and other executive management. The Nominating and Governance Committee approved, for a two-year period commencing as of February 7, 2019 (the closing of the Spin-Off) and ending on February 7, 2021 (the second anniversary of the closing of the Spin-Off), the suspension of the Minimum Ownership Policy.Policy with respect to those executive officers and other executive management who would otherwise fail to satisfy the stock ownership policy solely as a result of the Spin-Off (it being understood that all other sections of the stock ownership policy continue in full force and effect following the Spin-Off).

All executive officers and other executive management are in compliance with the Company’s Stock Ownership Policy.stock ownership policy.

Anti-Hedging and Anti-Pledging Policies

The Company also prohibits hedging or other derivative transactions by its executive officers and prohibits pledging of Company stock by its executive officers.officers and other executive management.

Incentive Compensation Recoupment (Clawback) Policy

On March 1, 2016, upon recommendation of the Compensation Committee, the Board of Directors adopted a clawback policy, effective as of February 1, 2016, to allow the Company to recoup cash and equity incentive compensation awarded or granted after the policy’s effective date to Named Executive Officers and other executive officers and executive management designated by the Board of Directors. In the event a restatement of the Company’s financial statements is required due to material noncompliance with any accounting requirements, the recoupment applies to incentive compensation earned during the prior three-year period that is in excess of the amount that would have been paid or awarded had such incentive compensation been calculated based on the restatement results. The policy applies regardless of fault in the circumstances leading to the restatement.

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Impact of Tax and Accounting

As a general matter, the Compensation Committee considers the various tax and accounting implications of compensation vehicles employed by the Company.

When determining amounts of long-term incentive grants to executives and employees, the Compensation Committee examines the accounting cost associated with the grants. Under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, grants of stock options, restricted stock/stock units and other share-based payments result in an accounting charge for the Company. The accounting charge is equal to the fair value of the instrumentsawards being issued. For restricted stock/stock units, the cost is equal to the fair value of the stock on the date of grant multiplied by the number of shares/units granted. For non-qualified stock options, the costfair value is equal tobased on the Black-Scholes value onof the datestock options. Nearly all equity grants made from March 2009 through the end of grant multiplied by the numberCompany’s fiscal 2020 year and a percentage of shares orthe grants awarded in fiscal 2021 have been awards of restricted stock units, granted.with the remaining being awards of non-qualified stock options. This expense is amortized over the requisite service period, or vesting period of the instruments. Although the Company has begun to utilize restricted stock/units, theThe Compensation Committee is mindful of the fact that, with respect to stock options, the accounting charge is not reversible should the stock option expire with a market price less than the exercise price. Additionally, the Compensation Committee may grant compensation that does not constitute performance-based compensation under Section 162(m) of the Code if it considers it appropriate and in the best interest of the Company. Grants under the Company’s Section 162(m) Cash Bonus Plan, option grants and awards of performance-based restricted stock/units are generally intended to be performance-based under Section 162(m) of the Code; although grants under the PIP are tied to the Company’s performance and these are not intended to meet the requirements under Section 162(m) of the Code.

Section 162(m) of the Code generally prohibits any publicly held corporation from taking a federal income tax deduction forlimits the deductibility of compensation paid in excess of $1,000,000$1 million in any taxable year paid to certain Named Executive Officers. Exceptions are made for qualified performance-based compensation, among other things. It is the Compensation Committee’s policy to maximize the effectiveness of our executive compensation plans, however, theThe Compensation Committee reservesgenerally expects that compensation paid to the rightNamed Executive Officers in excess of $1 million will not be deductible, subject to make adjustmentsan exception for compensation provided pursuant to a binding written contract in effect as of November 2, 2017 that may result in the payment of non-deductible compensation.has not been materially modified.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and based on the review and discussions, the Compensation Committee recommended to the Company’s Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company’s annual report on Form 10-K.

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EXECUTIVE AND DIRECTOR COMPENSATION

Executive Officers

Our executive officers and their ages and positions as of April 11, 2016March 21, 2022 are:

The biographies for Messrs. Benjamin, Bergman, Breslawski, Mlotek and Paladino follow the table listing our directors under “Proposal 1 – 1—Election of Directors” set forth above. Biographies for our other executive officers are:

GERALD A. BENJAMIN has been with the Company since 1988, in his current position as Executive Vice President and Chief Administrative Officer since 2000 and a director since 1994. He is also a member of our Executive Management Committee. Prior to holding his current position, Mr. Benjamin was Senior Vice President of Administration and Customer Satisfaction from 1993 to 2000. Mr. Benjamin was Vice President of Distribution Operations from 1990 to 1992 and Director of Materials Management from 1988 to 1990. Before joining the Company in 1988, Mr. Benjamin was employed for 12 years at Estée Lauder, Inc. in various management positions, where his last position was Director of Materials Planning and Control. Mr. Benjamin brings experience to the Company’s Board of Directors in the areas of global services, human resources, operations and leadership. Mr. Benjamin directs our Global Services functions in North America, South America, Europe, Asia, Australia and New Zealand. These functions include all aspects of the supply chain (distribution, inventory management and transportation for over 3.8 million square feet of distribution space), human resources (for nearly 22,000 Team Schein Members in 32 countries), information services, customer services, security and financial operations. Mr. Benjamin is also a member of the board of directors of the Henry Schein Cares Foundation, Inc. On April 4, 2022, the Company announced that Gerald A. Benjamin will retire as Executive Vice President, Chief Administrative Officer of the Company, effective July 1, 2022, and will retire from the Board of Directors immediately following the Annual Meeting. Mr. Benjamin will advise the Company following his retirement.

DAVID BROUS has been with the Company since 2002 and in his current position as Chief Executive Officer, Strategic Business Group since September 2021. He is also a member of our Executive Management Committee. In his role managing the Strategic Business Group, Mr. Brous leads the Company’s manufacturing and service-based endodontic, orthodontic and other health care businesses. Mr. Brous also has executive responsibility for the International Distribution Group. Prior to holding his current position, Mr. Brous held many positions within the Company, including President, Strategic Business Units Group and Asia Pacific & Brazil Dental from 2019 through September 2021 (responsible for the management of the Company’s portfolio of manufacturing and specialty businesses as well as select joint ventures and specialty projects), and leading and managing the Corporate Business Development Group

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and the International Healthcare Group (managing our International Animal Health business, International Medical business and Australia/New Zealand Dental business). He has extensive international experience, having taken on international assignments within the Company.

BRAD CONNETThas been with the Company since 1997, and in his current position as Chief Executive Officer, North America Distribution Group since September 2021. He is also a member of our Executive Management Committee. Mr. Connett is responsible for the Dental and Medical distribution businesses in North America. Prior to holding his current position, Mr. Connett held positions of increasing responsibility within the Company, including as President, U.S. Medical Group from 2019 through September 2021. Throughout his career, he has received numerous industry honors, including the John F. Sasen Leadership Award from the Health Industry Distributors Association (HIDA) in recognition of his service to the industry, and induction into the Medical Distribution Hall of Fame by Repertoire Magazine.

MICHAEL S. ETTINGERhas been with the Company since 1994, and in his current position as Senior Vice President, Corporate & Legal Affairs and Chief of Staff, and Secretary since 2015. He is also a member of our Executive Management Committee. Mr. Ettinger oversees all activities in the legal and regulatory functions, the work of the Company’s global communications team, government relations, and the operations of the Office of the CEO, including Henry Schein Cares, the Company’s global corporate social responsibility program. In addition, Mr. Ettinger manages the Company’s corporate secretary function. Mr. Ettinger is a member of the board of directors of the Henry Schein Cares Foundation, Inc. Prior to his current position, Mr. Ettinger served as Senior Vice President, Corporate & Legal Affairs and Secretary from 2013 to 2015; Corporate Senior Vice President, General Counsel & Secretary from 2006 to 2013; Vice President, General Counsel and Secretary from 2000 to 2006; Vice President and Associate General Counsel from 1998 to 2000 and Associate General Counsel from 1994 to 1998. Before joining the Company, Mr. Ettinger served as a senior associate with Bower & Gardner and as a member of the Tax Department at Arthur Andersen.

JAMES A. HARDING has been with On March 30, 2022, the Company since 2000, and in his current positionCompany’s Board of Directors appointed Mr. Ettinger as SeniorExecutive Vice President and Corporate Chief Technology Officer since 2005. He is also a member of our Executive Management Committee. Mr. Harding is responsible for ensuring that information technology remains a competitive advantage for the Company, internally and externally. In this capacity, Mr. Harding leads our Global Practice Solutions Group, as well as the Global Information Services function. Mr. Harding was formerly Chief Information Officer at Olsten Corporation, a leading health care and staffing services company. Prior to Olsten, Mr. Harding worked for 20 years at Mobil Oil Corporation in various capacities including Chief InformationOperating Officer of the America’s Marketing & Refining Division and Director of Global IT Architecture.Company, effective upon Mr. Benjamin’s retirement on July 1, 2022.

PETER MCCARTHY has been with the Company since 2010, and in his current position as President, Global Animal Health Group since 2015. He is also a member of our Executive Management Committee. In his current position, Mr. McCarthy oversees our animal health business, which spans 19 countries, including the United States, Australia, New Zealand, Canada, Malaysia, and 14 countries in Europe. Prior to holding his current position, Mr. McCarthy was President, Henry Schein International Animal Health from 2012 to 2015 and President, Henry Schein Animal Health, Europe from 2010 to 2012. Prior to joining the Company, Mr. McCarthy was employed with Schering-Plough Animal Health (now Merck Animal Health), serving as Senior Director, Global Operations and General Manager, China. Mr. McCarthy also worked at Wyeth/American Cyanamid for 14 years, helping to grow the human pharmaceutical business.

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LORELEI MCGLYNN has been with the Company since 1999 and in her current position as Senior Vice President, GlobalChief Human Resources and Financial OperationsOfficer since 2013. She is also a member of our Executive Management Committee. Since joining Henry Schein, Inc. in 1999,In her current position, Ms. McGlynn hasleads all aspects of the Company’s global human resources strategy and programs for Team Schein Members around the world. Key focus areas include organizational culture, engagement, talent acquisition, talent management, organizational development, diversity, equity, inclusion, total rewards and wellness. In addition, Ms. McGlynn oversees the Company’s Financial Operations function including Accounts Payable, Accounts Receivable, Credit and Payroll teams. Prior to holding her current position, Ms. McGlynn served as Vice President, Global Human Resources and Financial Operations from 2008 to 2013, Chief Financial Officer, International Group and Vice President, of Global Financial Operations from 2002 to 2008 and Vice President, Finance, North America from 1999 to 2002. Through these various roles with the Company, Ms. McGlynn attained significant global experience at Henry Schein’sin the Company’s operations around the world. In her current position, Ms. McGlynn is responsible for managing the Company’s Global Human Resources function, including recruiting, organizational development, compensation, benefits and employee relations. In addition, Ms. McGlynn oversees Henry Schein’s Accounts Payable, Accounts Receivable, Payroll and Financial Inventory departments. In addition to managing day-to-day Global Human Resources and Financial Operations, Ms. McGlynn leads and participates in numerous special projects, such as system integrations, software implementations, due diligence, Team Schein Member communications and global best practices. Prior to joining the Company, Ms. McGlynn served as Assistant Vice President of Finance at Adecco Corporation. Ms. McGlynn is a Certified Public Accountant (CPA), a Senior Professional Inin Human Resources (SPHR Certified)(SPHR) and a SHRM – Senior Certified Professional (SHRM-SCP).

DAVID C. MCKINLEYWALTER SIEGELhas been with the Company since 2005,2013 and in his current position as Senior Vice President Medical Groupand Chief Legal Officer since 2008.2021. He is also a member of our Executive Management Committee. TheMr. Siegel is responsible for the Company’s Medical Group serves physician offices, clinics, ambulatory surgery centers, clinical laboratoriesworldwide legal, compliance and other alternate care market segments. Before assuming his current position,regulatory functions and activities. He previously served as Senior Vice President and General Counsel from 2013 to 2021, where he advised the Company on a broad range of legal matters affecting various business units. In this role, he managed the Company’s mergers and acquisitions activities, litigation portfolio, intellectual property portfolio and SEC reporting. Mr. McKinley was PresidentSiegel will continue to manage input from outside counsel on corporate and litigation matters, and oversee and participate in drafting a broad range of Henry Schein Practice Solutions from 2006commercial documents and contracts between the Company’s business units (and affiliates) and third parties. Mr. Siegel brings to 2008the Company a diverse and the Presidentwide background of Dental Prosthetic Solutions fromlegal expertise, including mergers and acquisitions, partnerships, securities, litigation and regulatory matters. From 2005 to 2006. Prior to joining the Company,2012, Mr. McKinley servedSiegel held positions of increasing responsibility, including Senior Vice President, General Counsel and Secretary, for Standard Microsystems Corporation, a publicly traded global semiconductor company.

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Other Executive Management

Other members of our executive management and their ages and positions as theof March 21, 2022 include:

Biographies for Olympus Medical North America, a market leader for medical and surgical instruments, endoscopes and imaging systems, and as General Manager for the Bard Urology and Bard Germany businesses. Mr. McKinley currently serves as Chairmansuch other members of the Health Industry Distributors Association (HIDA) Education Foundation.our executive management are:

BOB MINOWITZANDREA ALBERTINI has been with the Company since 1986,2013, and in his current position as President, International DentalDistribution Group, since 2012.September 2021. He is also a member of our Executive Management Committee. Before assumingMr. Albertini joined the Company as Vice President, International Dental Equipment and later served as President, EMEA Dental Distribution Group from 2019 to September 2021, through which he was responsible for the development and execution of a cohesive dental business strategy across Europe, the Middle East, and Africa. Through his prior positions within the Company, Mr. Albertini gained increasing responsibility and management of the Company’s portfolio of businesses in Southern Europe and China. Prior to joining the Company, Mr. Albertini held leadership positions at Cefla Dental Group and Castellini, leading global manufacturers of dental and medical equipment and instruments.

JAMES MULLINShas been with the Company since 1988, and in his current position as Senior Vice President, Global Supply Chain since 2018. He is also a member of our Executive Management Committee.Mr. Mullins is responsible for leading global supply chain, the U.S. customer service function, acquisitions and integration activity for Global Services, and partnering with the Company’s specialty manufacturing business leaders to share best practices across the organization. Prior to holding his current position, Mr. MinowitzMullins held a number of key roles withpositions of increasing responsibility throughoutwithin the Company, including Global Chief Customer Service Officer.

KELLY MURPHYhas been with the Company since 2011, and in her current position as Senior Vice President Henry Schein European Dental Group from 2009and General Counsel since 2021. She is also a member of our Executive Management Committee. Prior to 2012, President, Henry Schein Western Europe, Middle East and Pacific Regions from 2006 to 2009, Managing Director, Henry Schein U.K. Holdings, President Henry Schein Western Europe from 2004 to 2006 and President Henry Schein Europe from 2001 to 2004. Mr. Minowitz has played aholding her current position, Ms. Murphy held several key role in establishing Henry Schein’s international operations, frompositions of increasing responsibility within the Company’s initial Europeanlegal function, most recently serving as Vice President and Deputy General Counsel from 2020 to 2021. As General Counsel, she is responsible for the Company’s legal activities related to mergers and acquisitions globally, corporate governance, litigation, and other general corporate legal matters. Through her prior positions within the Company, Ms. Murphy attained significant legal experience and expertise, including with respect to mergers and acquisitions, partnerships, securities, litigation and regulatory matters. Ms. Murphy began her legal career as a legal associate at the global law firm of Clifford Chance, LLP, where she represented companies and financial institutions on a variety of domestic and international corporate matters.

CHRISTOPHER PENDERGASThas been with the Company since 2018, as Senior Vice President and Chief Technology Officer. He is also a member of our Executive Management Committee. Mr. Pendergast brings more than 30 years of experience leading large-scale global IT organizations for companies experiencing growth through acquisition, global expansion in The Netherlands in 1990 and Spain in 1991,implementing new business models. His expertise includes leading organizations through transformational change, connecting IT to more recent growth across Europe, Asiathe needs of the business, converting digital complexity into strategy and Australasia. Throughout his career with Henry Schein, Mr. Minowitz has lived and worked in several countries throughout Europe.aligning IT costs. Prior to joining Henry Schein,the Company, Mr. Minowitz was a Senior Internal AuditorPendergast held global leadership roles, including Chief Technology Officer and Chief Information Officer, at Bristol-Myers Company.VSP Global, which provides access to eye care and eyewear. During his 10 year tenure at VSP Global, he drove strategy and continuous transformation, optimization and modernization initiatives. Prior to VSP Global, he served in roles of increasing responsibility at Natural Organics, Inc., IdeaSphere Inc./Twinlab Corporation, Rohm and Hass and IBM Corporation.

MICHAEL RACIOPPI has been with the Company since 1992, and in his current position as Senior Vice President, Chief Merchandising Officer since 2008. He is also a member of our Executive Management Committee. Prior to holding his current position, Mr. Racioppi served as President, of the Medical Group from 2000 to 2008 and Interim President from 1999 to 2000, and Corporate Vice President from 1994 to 2008, with primary responsibility for the Medical Group, Marketing and Merchandising departments. Mr. Racioppi served as Senior Director, Corporate Merchandising from 1992 to 1994. He currently serves on the board of National Distribution and Contracting and he previously served on the board of the Healthcare Distribution Management Association and the

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Health Industry Distributors Association (HIDA). Before joining the Company, he was employed by Ketchum Distributors, Inc. as the Vice President of Purchasing and Marketing.

PAUL ROSERONALD N. SOUTHhas been with the Company since 2001,2008 and in his current position as Senior Vice President, Global Supply ChainCorporate Finance and Chief Accounting Officer since 2013. He is also a member of our Executive Management Committee. Prior to holding his current position, Mr. Rose held a number of key roles with increasing responsibility throughout the Company, including serving as Vice President, Global Supply Chain from 2008 to 2013, Vice President, Global Inventory Management from 2004 to 2008 and Vice President, Inventory Management, North America from 2001 to 2004. As Senior Vice President of Global Supply Chain, Mr. RoseSouth is directly responsible for distribution, inventory and product mix to support the Company’s Global Dental, Medical, Animal Healthinternal and Lab businesses. Mr. Rose’s team generates over $7 billion in product purchases each yearexternal financial reporting and maintains a robust level of inventory that enables the Company to service its customers with product fill rates of over 98% on a global basis. He is also responsible for working with the Company’s senior management team to establish and implement Worldwide Supply Chain procedures and guidelines. In addition to his Global Supply Chain responsibilities, he manages the Company’s Inventory Management team, which includes Purchasing and Product Data Management. Mr. Rose also manages the Global Distribution Services, Inbound and Outbound Transportation, EDI and Supplier Partnership Program. Additionally, he manages the Company’s Global Sourcing Team. He has also served on the Health Industry Distributions Association (HIDA) Supply Chain Advisory Council and as the National Wholesale Druggists’ Associations Pharmaceutical Market Committee Chairman.

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LONNIE SHOFF has been with the Company since 2009, and in her current position as Chief Executive Officer of our Global Strategic Portfolio Group since 2015. She is also a member of our Executive Management Committee. Ms. Shoff oversees our Global Dental Surgical Group, which includes the BioHorizons and Camlog implant businesses; the Dental Specialties Group, which includes Henry Schein Orthodontics, ACE Surgical, Henry Schein Dental Surgical Solutions, and Henry Schein’s Emergency Kit business; as well as the Company’s diverse portfolio of joint ventures and strategic partnerships. Prior to her current position, Ms. Shoff was Chief Executive Officer of our Global Animal Health and Strategic Partnership Group from 2012 to 2015 and President of our Global Healthcare Specialties Group from 2009 to 2012.corporate tax functions. Prior to joining the Company Ms. Shoff was with Roche Diagnostics,in 2008 as Vice President, Corporate Finance, Mr. South held several leadership roles at Bristol-Myers Squibb, where shehe served as Vice President, Finance, for the Cardiovascular and Metabolic business lines, Vice President, Controller, for its U.S. Pharmaceutical Division, and Vice President, Corporate General Auditor. Prior to Bristol-Myers Squibb, he served as North American Director of Corporate Audit at PepsiCo, and held a series of positionsseveral roles of increasing responsibility with PricewaterhouseCoopers LLP, where he advised clients located in the United States, Europe and Switzerland overLatin America. Mr. South is a certified public accountant. On January 4, 2022, the courseCompany’s Board of 20 years, most recentlyDirectors appointed Mr. South to succeed Mr. Paladino as Senior Vice President and General Manager, Applied Science, focusingChief Financial Officer of the Company, effective upon Mr. Paladino’s retirement on applied science, molecular diagnostics, global business development,April 29, 2022, and marketingMr. South will replace Mr. Paladino as the Company’s principal financial officer and business management, including leading the U.S. commercial operations for this $350 million group. Ms. Shoff has managed the life cycles of more than 2,500 products, launched several novel technologies and nurtured ventures from seed funding through product launch. While at Roche Diagnostics, Ms. Shoff also built a Global Internal Venturing Program, which the London School of Business praised in its book,Inventuring: Why Big Companies Must Think Small.principal accounting officer.

WALTER SIEGELRENÉ WILLI, PH.D. has been with the Company since 2013, and in his current position as Senior ViceChief Executive Officer, Global Oral Reconstruction Group since 2021. He previously served as President, and General Counsel.Global Dental Surgical Group from 2013 to 2021. He is also a member of our Executive Management Committee. Mr. Siegel directs the Company’s worldwide legal and regulatory functions and activities, advisingPrior to joining the Company, on a broad range of legal and regulatory matters affecting various business units, including, among other things, mergers and acquisitions, litigation, intellectual property, SEC reporting and regulatory diligence and compliance. He also manages inputDr. Willi held senior level roles with Institut Straumann AG from outside counsel on corporate and litigation matters, and oversees and participates in drafting a broad range of commercial documents and contracts between the Company’s business units (and affiliates) and third parties. Mr. Siegel comes to Henry Schein with a diverse and wide background of legal expertise, including mergers and acquisitions, partnerships, securities, litigation and regulatory matters. From 2005 to 2012, Mr. Siegel2013, including as Executive Vice President, Surgical Business Unit. Prior to Straumann, he held positionsroles of increasing responsibility including Senior Vice President, General Counselin Medtronic Plc’s cardiovascular division from 2003 to 2005 and Secretary, for Standard Microsystems Corporation,with McKinsey & Company as a publicly traded global semiconductor company.

Summary Compensation Table for Fiscal 2015,2021, Fiscal 20142020 and Fiscal 20132019

¹ RepresentsRepresaents additional annual incentive compensation (i.e., bonus) that was awarded at the discretion of the Compensation Committee.