Document

DEF 14A 1 a2021_cvetxproxystatement.htm DEF 14A Document

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 (Amendment No. )


Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a12


COVETRUS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 011(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
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April 1, 2021

Dear Shareholder,

On behalf of the Board of Directors, I am pleased to invite you to participate in the 2021 Annual Meeting of Shareholders (the “Annual Meeting”) of Covetrus, Inc. on May 12, 2021 at 10:00 a.m. Eastern Time. This year’s Annual Meeting will be conducted as a virtual meeting of shareholders, a format that we believe will provide expanded access, improved communication and cost savings to our shareholders and the Company. You will be able to participate in the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting by visiting www.proxydocs.com/CVET. There will not be a physical meeting location and you will not be able to attend the Annual Meeting in person.

In order to participate, you must register at www.proxydocs.com/CVET up until the commencement of the Annual Meeting. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the virtual meeting and will also permit you to submit questions. Please be sure to follow instructions found on your Proxy Card and/or Voting Authorization Form and subsequent instructions that will be delivered to you via email.

You will find detailed information regarding the business to be conducted at the Annual Meeting in our notice of Annual Meeting and proxy statement. Shareholders will receive a Notice of Internet availability of the proxy materials instead of a printed copy of the proxy materials. The Notice of Internet availability includes instructions for accessing the proxy materials over the Internet or requesting a printed copy of the proxy materials by mail or an electronic copy by email.

At the Annual Meeting, you will be asked to (1) elect four (4) Class II directors, each to serve until our 2022 annual meeting of shareholders; (2) ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for the current fiscal year; (3) approve amendments to our amended and restated certificate of incorporation to eliminate supermajority voting requirements; and (4) approve, by a non-binding advisory vote, the 2020 compensation paid to our named executive officers.

Your vote is important regardless of the number of shares you own. Whether or not you plan to participate in the Annual Meeting, we encourage you to read the proxy statement and cast your proxy vote promptly either online, over the phone or by returning your signed proxy card by mail as soon as possible so that your shares may be represented at the meeting. Voting by proxy will not affect your right to participate in the Annual Meeting and vote during such meeting should you so choose.

BECAUSE APPROVAL OF PROPOSAL 3 REQUIRES THE AFFIRMATIVE VOTE OF AT LEAST TWO-THIRDS OF THE OUTSTANDING SHARES, YOUR VOTE IS ESPECIALLY IMPORTANT AT THIS YEAR'S ANNUAL MEETING.

On behalf of the Board of Directors, I would like to express our appreciation for your investment in our Company. I look forward to your participation in the Annual Meeting.

Sincerely,

Philip A. Laskawy

Chairman of the Board

COVETRUS, INC.

7 Custom House Street

Portland, ME 04101

________________________________

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS

To be held on May 12, 2021

________________________________

Dear Shareholders:

The 2021 Annual Meeting of Shareholders (the “Annual Meeting”) of Covetrus, Inc. (the “Company”) will be held on Wednesday, May 12, 2021 at 10:00 a.m. Eastern Time. The Annual Meeting will be a virtual shareholders meeting at www.proxydocs.com/CVET being held for the following purposes:

1.to elect four (4) Class II Directors, each to serve until our 2022 annual meeting of shareholders, and as to each, until a successor is duly elected and qualified, or until the earlier death, resignation, or removal of the Director;

2.ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021;

3.to approve an amendment to our amended and restated certificate of incorporation to eliminate supermajority voting requirements; and

4.to approve, by a non-binding, advisory vote, the 2020 compensation paid to our named executive officers.

We also will transact such other business that may properly come before the Annual Meeting or at any adjournments or postponements of the Annual Meeting.

The Board of Directors has fixed the close of business on March 15, 2021 as the record date for determination of shareholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournments or postponements thereof. A list of shareholders entitled to vote at the Annual Meeting will be available at 7 Custom House Street, Portland, Maine 04101 on the date of, and for ten days prior to, the Annual Meeting.

To participate in the Annual Meeting virtually via the Internet, please visit www.proxydocs.com/CVET. In order to participate, you must register at www.proxydocs.com/CVET up until the commencement of the Annual Meeting. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the virtual meeting and will permit you to submit questions. You will not be able to attend the Annual Meeting in person.

The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and the Proxy Statement may be accessed free of charge at www.proxydocs.com/CVET.

Please refer to the Proxy Statement for further information with respect to the business to be transacted at the Annual Meeting.

By Order of our Board of Directors,

Jamey Seely

Corporate Secretary

Portland, Maine

April 1, 2021

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS OF COVETRUS, INC.

May 12, 2021

This proxy statement (“Proxy Statement”) is furnished in connection with the solicitation by Covetrus, Inc. (“we,” “us,” “our,” “Covetrus” or the “Company”) on behalf of the Board of Directors (the “Board” or the “Board of Directors”) of proxies for use at the 2021 Annual Meeting of Shareholders (the “Annual Meeting”) of the Company to be held on Wednesday, May 12, 2021 at 10:00 a.m. Eastern Time. This year’s Annual Meeting is a virtual shareholders meeting at www.proxydocs.com/CVET.

PROXY STATEMENT SUMMARY

This Proxy Statement provides information for shareholders of Covetrus, as part of the solicitation of proxies by the Company and its Board from holders of the outstanding shares of the Company’s common stock (“Common Stock”), for use at the Annual Meeting.

This summary highlights select information that is provided in more detail throughout this Proxy Statement. This summary does not contain all of the information you should consider before voting. You should read the full Proxy Statement before casting your vote.

2021 ANNUAL MEETING


Date and Time:						Wednesday, May 12, 2021, at 10:00 a.m. Eastern Time.
Location:						The meeting is a virtual shareholders meeting only at www.proxydocs.com/CVET
Record Date:						March 15, 2021

Voting Items:

The following table summarizes the proposals to be considered at the Annual Meeting and the voting recommendations of the Board with respect to each proposal.


Proposal Number	Proposal	Board Voting Recommendation	Page Number
1	The election to the Board of Directors of the four (4) nominees named in the Proxy Statement as Class II Directors.	FOR each director nominee	6
2	Ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the Company’s fiscal year ending December 31, 2021.	FOR	39
3	To approve an amendment to our amended and restated certificate of incorporation to eliminate supermajority voting requirements.	FOR	43
4	An advisory vote on the 2020 compensation paid to our named executive officers.	FOR	44

Business Overview

Covetrus is a global animal-health technology and services company dedicated to empowering veterinary practice partners to drive improved health and financial outcomes. We are bringing together products, services, and technology into a single platform that connects our customers to the solutions and insights they need to work best. Our passion for the well-being of animals and those who care for them drives us to advance the world of veterinary medicine.

Covetrus has over 100 offices throughout the world. The Company is well established in the United States, western Europe, Australia and New Zealand, operating in 22 countries. We are growing our presence in Brazil, China, eastern Europe and other emerging markets. Covetrus has more than 5,500 employees, serving over 90,000 customers around the globe. The Company’s senior management team is based primarily within the U.S. and Europe.

History and Corporate Information

In February 2019, we combined the complementary capabilities of the animal health business of Henry Schein, Inc. (“Henry Schein”) and Direct Vet Marketing, Inc. (d/b/a Vets First Choice), bringing together leading practice management software and supply chain and distribution businesses with a technology-enabled prescription management platform and related pharmacy services. We believe our approach to the market will support the delivery of improved veterinary care and the health of veterinary practices while driving increased demand for our products and services. We were incorporated in Delaware in April 2018 as a wholly owned subsidiary of Henry Schein under the name HS Spinco, Inc., and subsequently changed our name to Covetrus, Inc. Prior to the spin-off, affiliates of Covetrus purchased from certain minority holders their ownership interests in the applicable operating companies of the animal health business (the “Animal Health Business”) of Henry Schein. On February 7, 2019, Henry Schein completed the spin-off of its Animal Health Business and transferred the applicable assets, liabilities, and ownership interests to us and distributed all the shares of our common stock that were then owned by Henry Schein to its stockholders of record as of January 17, 2019 (the “Distribution”). Also, on February 7, 2019 and prior to the Distribution, we sold $361 million in shares to accredited institutional investors (the “Share Sale”). The proceeds from the Share Sale were paid to us and distributed to Henry Schein. Concurrent with the Distribution, we paid a cash dividend of $1.2 billion from loan proceeds from our newly established credit facility. We then acquired Vets First Choice in an all-stock transaction and, the following day, our shares began trading on the Nasdaq Global Select Market exchange under the symbol CVET.

Throughout 2020, the company made a number of strategic transactions to focus the business, improve its balance sheet and further strengthen its global position. In April 2020, we announced the completion of the sale of our scil animal care business (“scil”) to Heska Corporation (“Heska”) (Nasdaq: HSKA) for $110 million; proceeds from the transaction benefited the Company’s net debt position. We also divested Hippocampe in France, where the veterinary distribution market remains dominated by loss-making entities and a difficult-to-penetrate cooperative model. We expanded our distribution in the Iberian market through a joint venture with Distrivet, located in Spain, and we accelerated our strategy to strengthen customer relationships through an investment in Veterinary Study Groups, an iconic veterinary organization in North America.

Our Products and Services

Covetrus is the leading global technology-enabled services company in the Animal Health industry. Our diverse range of capabilities across distribution, pharmacy and software enables Covetrus to drive our customers' businesses like no other animal health company. Below is a graphic representing our major product categories and capabilities:

Supply Chain Services

Covetrus is the global leader in veterinary distribution for the companion animal market. We offer our customers an unmatched, comprehensive portfolio of products and services to help drive practice revenue, operate efficient practices, and deliver high-quality care. We offer veterinarians top-quality supplies and solutions to accommodate everything from their waiting room to their surgical suite, including innovative compounding medications, inventory management and business services. A practice doesn’t run itself, and by combining our extensive infrastructure, logistical expertise and product offering with robust software and ordering tools, Covetrus helps meet and exceed our customers’ day-to-day needs enabling them to concentrate on delivering care to their patients.

Software Services

Covetrus is the market leader in veterinary practice management software. We offer technology solutions and services designed to increase practice efficiency, improve overall business health, and allow the veterinarian more time to provide patient care, including: on-premise and cloud-based practice management software; data-driven applications; and client communications tools. Products within our software portfolio include: eVetPractice, Impromed, AVImark, Rapport and Vetstreet. In 2020, our team of developers and technologists quickly responded to the changed market dynamics in order to maintain our customers’ ability to provide service and care within the COVID-19 pandemic. We expedited the launch of our integrated telemedicine solution across the company’s global suite of practice information management systems (PIMS), client communications, and prescription management solutions. Our new telemedicine functionality provided our customers with immediate, safe access to their clients and patients using the practices’ existing Covetrus technology solutions. This product was a critical development within the pandemic, and it will serve our customers and their patients well into the future.

iii

Prescription Management

The new best practice in complete veterinary care. Covetrus is the market leader in online pharmacy services for veterinarians. This business unit has experienced 52% net sales growth in fiscal year ended December 31, 2020, as compared to December 31, 2019, and is responsible for fulfilling 3.6 million orders year to date. Our prescription management platform provides practices a closed-loop approach for their patient care. Our platform integrates into the practices’ practice management software (PIMS) and workflow and leverages insight, analytics and client engagement communications. Veterinarians are enabled to manage the complete lifecycle of a prescription, identify gaps in medical care, and improve medical compliance. Covetrus strengthens our customers’ client relationships through convenience of our e-commerce, Auto-Ship services, and access to accredited Covetrus veterinary pharmacies and compounding services, with more than 20,000 products for standard prescriptions, preventatives, diets, and innovative compounded medications. Covetrus’ Prescription Management Platform enables veterinarians to create new revenue opportunities, adapt to changing animal-owner purchasing behaviors, and drive increased compliance and stronger health.

Covetrus Prescription Management Market Differentiators:

•Proactive e-prescribing

•Rx refill and renewal management

•PIMS-integration and workflow

•AutoShip services

•Client engagement

Our Board of Directors

Name, Principal Occupation & Relevant Experience

Age 1

Director Since

Independent

Committee Memberships

Audit
Committee

Compensation and Talent Committee

Nominating and Governance Committee

Philip A. Laskawy

Chairman of the Board

Retired Chairman & CEO, Ernst & Young LLP

2019

Member

Deborah G. Ellinger

Senior Advisor for The Boston Consulting Group;

Former President/CEO of four PE-backed companies, former C-Suite executive at CVS and Staples, former banker with extensive public board experience.

2019

Member

Chair

Sandra L. Helton

Former EVP/CFO/Director of Telephone & Data Systems, Inc. (TDS), Senior Finance and Accounting Leader at Compaq and Corning; extensive board experience at Principal Financial Group (current audit Chair) OptiNose, Inc. (current audit Chair), Lexmark, Covance.

2019

Chair

Member

Mark J. Manoff

Co-Founder and CEO, Verrian, Inc. through 2019. Former EY Americas Vice Chair

Led EY’s Center for Board Matters, managed EY’s worldwide relationship with IBM.

2019

Member

Edward M. McNamara

President, TeamLaunch, LLC. Former Executive Rue La La, Cendant, and WEX.

2019

Member

Chair

Steven Paladino

Executive Vice President, Chief Financial Officer, Member of the Board of Directors of Henry Schein, Inc.

2019

Sandra Peterson

Partner, Clayton, Dubilier & Rice

Director at Microsoft Corporation

2020

Member

Name, Principal Occupation & Relevant Experience

Age 1

Director Since

Independent

Committee Memberships

Audit
Committee

Compensation and Talent Committee

Nominating and Governance Committee

Ravi Sachdev

Clayton, Dubilier & Rice

2019

Member

Sharon Wienbar

Extensive board experience, including Resideo Technologies, Inc. (current compensation committee chair), Colfax Corporation (current compensation committee member).

2020

Member

Benjamin Wolin

CEO & President, Covetrus, Inc.

Director at Rockwell Medical (RMTI), co-founder and former CEO of Everyday Health, Inc.

2019

1 As of March 15, 2021

Each of our continuing Directors has extensive professional experience. The chart below highlights specific areas in which we believe our Directors have particularly deep experience relevant to our current profile and strategic needs.

CEO/COO/ President Operational Leadership at Scale

Public Co. Board Experience

Finance & Capital Management

Mergers & Acquisitions

Global Experience

Animal Health/ Healthcare Industry

Distribution/ Supply Chain

Tech/SaaS/ Digital Transformation

eCommerce/B2B & B2C Marketing

Diversity

Ben Wolin

Deborah G. Ellinger

Sandra L. Helton

Philip A. Laskawy

Mark J. Manoff

Edward M. McNamara

Steven Paladino

Sandra Peterson

Ravi Sachdev

Sharon Wienbar

Corporate Governance

Since our inception, we have been committed to good corporate governance. We believe our early adoption of good governance practices promotes the long-term interests of our shareholders, fosters sustained business success, and strengthens our Board of Directors and management accountability.

See Corporate Governance for more information.

TABLE OF CONTENTS


Proxy Statement Summary			i
Business Overview			ii
History and Corporate Information			ii
Our Products and Services			iii
Our Board of Directors			v
Information About Proxy Materials, The Annual Meeting, and Voting			1
Proposal 1: Election of Directors			6
Director Compensation			9
Executive Officers			11
Corporate Governance			13
Corporate Governance Overview			13
Corporate Governance Guidelines			13
Our Corporate Governance Documents			13
Board Leadership Structure			14
Risk Oversight			14
Director Independence			14
Board Meetings			15
Committees of the Board of Directors			15
Director Nomination Process			16
Board Evaluation			17
Related Person Transaction Policy			17
Communication with our Board of Directors			18
Anti-Hedging and Pledging Policy			18
Executive Compensation: Compensation Discussion and Analysis			19
Executive Compensation Summary			19
What Guides Our Program			19
The 20 20 Executive Compensation Program in Detail			23
Other Compensation Practices, Policies and Guidelines			28
Report of The Compensation and Talent Committee of the Board of Directors			33
Compensation Tables			34
Summary Compensation Table			34
Grants of Plan Based Awards for Fiscal Year 2020			35
Outstanding Equity Awards at 20 20 Fiscal Year End			36
Option Exercises and Stock Vested for Fiscal Year 20 20			37
Potential Payments Upon Termination or Change in Control			37
Potential Payments Upon Termination Due to Death or Disability			38
Proposal 2: Ratification of the Appointment of Our Independent Registered Public Accounting Firm			39
Report of The Audit Committee of the Board of Directors			41
Proposal 3: Vote to Approve an Amendment to our Amended and Restated Certificate of Incorporation to Eliminate Supermajority Voting Requirements			43
Proposal 4: Non-Binding Advisory Vote to Approve Compensation to Named Executive Officers			44
Beneficial Ownership Information			45
Security Ownership of Certain Beneficial Owners and Management			45
Delinquent Section 16(a) Reports			46
Exhibit A			A-1
Annex A			B-1
Proxy Voting Card			C-1

COVETRUS, INC.

7 Custom House Street

Portland, Maine 04101

_____________________________

PROXY STATEMENT

ANNUAL MEETING

May 12, 2021

_______________________________

Information About Proxy Materials, The Annual Meeting, and Voting

Why am I receiving these materials?

On or about April 1, 2021 we have made these materials available to you on the Internet and, upon your request, have delivered printed versions of these materials to you by mail or electronic copies to you by email, in connection with the solicitation of proxies by our Board of Directors for use at our Annual Meeting of Shareholders to be held on May 12, 2021 at 10:00 a.m. Eastern Time, and at any postponement(s) or adjournment(s) of the Annual Meeting.

Location of the Annual Meeting

The Annual Meeting will be conducted as a virtual meeting of shareholders by means of a live webcast. We believe that hosting a virtual meeting will enable greater shareholder attendance and participation from any location, improved communication and cost savings to our shareholders. By visiting www.proxydocs.com/CVET, you will be able to attend the Annual Meeting, vote your shares and submit your questions during the meeting via the Internet. There will not be a physical meeting location and you will not be able to attend in person. We invite you to participate in the virtual meeting and request that you vote on the proposals described in this Proxy Statement. However, you do not need participate in the meeting to vote your shares. Instead, you may vote by Internet, by telephone, or, if you requested and received paper copies of the proxy materials by mail, you may also vote by completing and mailing your proxy card.

What is included in these materials?

The proxy materials include:

•this Proxy Statement (including the Notice of 2021 Annual Meeting of Shareholders)

•our Annual Report to Shareholders for the year ended December 31, 2020; and

•a proxy card.

What items will be voted on at the Annual Meeting?

Shareholders will vote on the following items at the Annual Meeting:

Proposal One: the election to the Board of Directors of the four (4) nominees named in this Proxy Statement as Class II Directors;

Proposal Two: ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the Company’s fiscal year ending December 31, 2021;

Proposal Three: the approval of an amendment to our amended and restated certificate of incorporation to eliminate supermajority voting requirements; and

Proposal Four: an advisory vote on the 2020 compensation paid to our named executive officers.

We are not aware of any other matters to be presented at our Annual Meeting. However, if any other matters are properly presented, the persons designated as proxies intend to vote, or otherwise act, on those matters in accordance with their judgment.

What are the voting recommendations of the Board of Directors?

The Board recommends that you vote your shares:

•“FOR” each of the nominees to the Board of Directors named in this Proxy Statement (Proposal No. 1);

•“FOR” the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021 (Proposal No. 2);

•“FOR” approval of an amendment to our amended and restated certificate of incorporation to eliminate supermajority voting requirements (Proposal No. 3); and

•“FOR” advisory approval of the 2020 compensation paid to our named executive officers (Proposal No.4).

What is the voting requirement to approve each of the proposals?

•Election of Directors (Proposal No. 1). To be elected, a Director must receive a majority of the votes cast (the number of shares voted “for” a Director nominee must exceed the number of votes cast “against” that nominee). If an incumbent Director does not receive a majority of the votes cast (with “abstentions” and “broker non-votes” not counted as a vote “for” or “against” such nominee’s election) such Director shall promptly tender his or her resignation to the Board of Directors. Within 90 days following certification of the shareholder vote, the Board shall determine whether to accept such resignation in accordance with our Amended and Restated By-Laws (“By-Laws”). We will publicly disclose any such decision by the Board of Directors with regard to any Director’s resignation.

•Approval of Amendments to Amended and Restated Certificate of Incorporation (Proposal 3). An affirmative vote of not less than 66 2/3% of the outstanding shares entitled to vote as of the record date is required for approval of such Proposal. Abstentions and broker non-votes, if any, will have the same effect as if you voted against Proposal 3.

•Other Matters. Under our By-Laws, the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote thereon will be required for approval of the ratification of the appointment of the independent registered public accounting firm (Proposal No. 2) and the advisory approval of the 2020 compensation paid to our named executive officers (Proposal No. 4). For Proposal No. 2, abstentions will be counted as shares present and entitled to vote and will therefore have the same effect as a vote against Proposal No. 2. We do not expect there to be any broker non-votes with respect to the ratification of the appointment of the independent registered public accounting firm for 2021. For Proposal No. 4, abstentions will be counted as shares present and entitled to vote and, therefore, will have the same effect as a vote against Proposal No. 4 and broker non-votes will not be deemed represented at the annual meeting for purposes of voting on Proposal No. 4 and, therefore, will have no effect on Proposal No. 4. While the advisory votes on our Company’s 2020 executive compensation are required by law, they will not be binding on us or our Board of Directors. However, the Compensation and Talent Committee of our Board of Directors will consider the outcome of these votes when determining future executive compensation decisions and holding future shareholder advisory votes on executive compensation.

Who may vote at the Annual Meeting?

Only shareholders of record as of the close of business on March 15, 2021, the record date, are entitled to receive notice of, to attend and to vote at the Annual Meeting. As of the record date, there were 136,272,211 shares of our common stock, $0.01 par value per share, issued and outstanding. Shareholders are entitled to one vote per share.

What is the difference between a shareholder of record and a beneficial owner of shares held in street name?

In certain sections of this Proxy Statement, we distinguish between shareholders of record and beneficial owners. Most of our shareholders are beneficial owners of shares held in street name.

•Shareholders of Record. If your shares are held in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered the “shareholder of record” of those shares. As a shareholder of record, you are receiving the Notice of Internet availability or, as applicable, a printed or electronic copy of the proxy materials, directly from us.

•Beneficial Owners of Shares Held in Street Name. If your shares are held in a brokerage account or by another custodian, you are considered the “beneficial owner” of those shares and the shares are held in “street name” by the broker or custodian, which is the shareholder of record. As a beneficial owner, your broker or custodian will forward to you the Notice of Internet availability or, as applicable, a printed or electronic copy of the proxy materials.

How do I vote?

You may vote electronically at the meeting, by telephone, online, or by completing and returning a proxy card. We recommend you vote by proxy even if you plan to participate in the virtual meeting. You can always change your vote by voting electronically at the virtual meeting.

If you receive more than one Notice of Internet availability (or multiple proxy cards), in order to vote all of your shares by proxy, you must return each proxy card or separately vote over the Internet all of the shares owned by you. You may receive multiple proxy cards if, for example, you hold shares in more than one brokerage account, or you are a shareholder of record and hold shares registered in more than one name.

How are proxies voted?

All shares represented by valid proxies received prior to the Annual Meeting will be voted and, where a shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the shareholder’s instructions.

What happens if I do not return my proxy?

•Shareholders of Record. If you are a shareholder of record and do not vote over the Internet, by phone or by mailing your proxy card, your shares will not be voted unless you attend the Annual Meeting and vote your shares electronically at the Annual Meeting.

•Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name and do not vote over the Internet, by phone or by mailing your proxy card, under the rules of various securities exchanges, the broker or custodian that holds your shares may generally vote on routine matters, but cannot vote on non-routine matters. If your broker or custodian that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the broker or custodian will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares; this is referred to as a “broker non-vote.” A broker non-vote may also result if your broker or custodian may, but opts not to, vote your shares on a routine matter for which you have not given instructions.

Which proposals are considered “routine” or “non-routine”?

The only proposal that is considered a routine matter under applicable rules is Proposal 2, the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. All other proposals are considered non-routine.

Therefore, unless you provide voting instructions to any broker holding shares on your behalf, your broker may not use discretionary authority to vote your shares on Proposal 1, Proposal 3 or Proposal 4. Because Proposal 2, regarding the ratification of the appointment of our independent registered public accounting firm by a non-binding advisory vote, is considered a routine matter, brokers are permitted to vote shares held by them without instruction from beneficial owners.

What happens if I submit my vote by proxy but do not give specific voting instructions with respect to a particular proposal?

As a shareholder of record, whether you vote over the Internet, by phone or by mailing your proxy card, if you sign and return your proxy card without giving specific voting instructions with respect to a particular proposal, the persons designated by us as proxies will vote your shares as recommended by our Board of Directors.

Can I change my vote after I have voted?

If you vote your shares by proxy, you may revoke your proxy at any time before its exercise by re-voting over the Internet, by phone, or by submitting a subsequently dated proxy card, delivering a written revocation to our Corporate Secretary at our principal offices in Portland, Maine, or by voting electronically at the Annual Meeting. If you submit multiple proxies, the last proxy received by us will be the proxy used for purposes of the Annual Meeting. Voting by proxy will not affect your right to attend the Annual Meeting and vote electronically should you so choose.

Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to revoke a proxy, you must contact that firm to revoke any prior voting instruction.

What is the quorum requirement for the Annual Meeting?

The holders of a majority of the shares of our issued and outstanding common stock entitled to vote at the Annual Meeting, present in person or represented by proxy, constitutes a quorum. Shares of common stock represented in person or by proxy (including shares that abstain or do not vote for any reason with respect to one or more of the proposals presented for shareholder approval) will be counted for purposes of determining whether a quorum is present at the Annual Meeting. If a quorum is not present, the Annual Meeting will be adjourned or postponed until a quorum is obtained.

Who will serve as the inspector of election?

Mediant Communications, or such other person as duly appointed by the Corporate Secretary of the Company, to whom the Board has delegated such authority, will serve as the inspector of election.

Where can I find the voting results of the Annual Meeting?

The preliminary voting results will be announced at the Annual Meeting. The final voting results will be tallied by the inspector of election and reported on a Current Report on Form 8-K that we will file with the Securities and Exchange Commission, on or before May 18, 2021.

How do I receive a paper copy of the proxy materials?

If you prefer to receive paper copies of the proxy materials, you can still do so. You may request a paper copy by following the instructions provided in the Notice of Internet availability. The Notice of Internet availability also provides you with instructions on how to request paper copies of the proxy materials on an ongoing basis. There is no charge to receive the materials by mail. You may request printed copies of the materials until one year after the date of the Annual Meeting.

Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

Under rules adopted by the SEC, we are furnishing proxy materials to our shareholders primarily via the Internet, instead of mailing printed copies of those materials to each shareholder. On or about April 1, 2021, we mailed to our shareholders of record as of March 15, 2021 a Notice of Internet availability containing instructions on how to access our proxy materials, including our Proxy Statement and our annual report. All shareholders will have the ability to access our proxy materials on the website referred to in the Notice of Internet availability or request a printed set of the proxy materials. The Notice of Internet availability also instructs you on how to access your proxy card to vote through the Internet. In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

Who is paying for the cost of our proxy solicitation?

We will bear all costs for our solicitation of proxies. Our Directors, officers and certain of our employees may solicit proxies by mail, telephone, email, facsimile or personally without additional compensation. The Company reserves the right to engage a third-party proxy solicitor and will be responsible for the cost thereof. We are requesting that brokers and custodians forward the Notice of Internet availability or, as applicable, printed copies of the proxy materials to shareholders for whom they hold shares. We will reimburse these entities for their reasonable out-of-pocket distribution expenses.

What is the deadline to propose actions for consideration at the 2022 Annual Meeting of Shareholders?

In order for a shareholder proposal to be eligible to be included in our Proxy Statement and proxy card for the 2022 annual meeting of shareholders, the proposal must be submitted to our Corporate Secretary at our principal offices in Portland, Maine, on or before December 2, 2021, and concern a matter that may be properly considered and acted upon at the annual meeting in accordance with Rule 14a-8 under the Securities Exchange Act of 1934 (the "Exchange Act").

Under the advance notice provisions in our By-Laws, shareholders are required to provide notice to our Corporate Secretary at our principal offices in Portland, Maine, of the nomination of Directors or to introduce an item of business at an annual meeting of shareholders, not less than 90 days nor more than 120 days prior to the anniversary date of our prior annual meeting. However, in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from the anniversary of the preceding year's annual meeting, or if we did not hold an annual meeting in the preceding year, notice by the shareholder must be received no earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting or (ii) the 10th day following the day on which notice of such meeting was mailed or on which public disclosure of the date of the Annual Meeting is made, whichever occurs first. For further information about our Director nomination process, please see “Director Nomination Process” below.

The Virtual Meeting

We will be hosting the Annual Meeting only by means of a live webcast. There will not be a physical meeting location and you will not be able to attend the meeting in person. Please be assured that you will be afforded the same rights and opportunities to participate in the virtual meeting as you would at an in-person meeting.

By going to www.proxydocs.com/CVET, you will be able to listen to the Annual Meeting, submit questions and vote. The Annual Meeting will start at 10:00 a.m. Eastern Time on May 12, 2021. We encourage you to access the meeting website prior to the start time to allow time for check in.

You may register to attend the Annual Meeting webcast up until the commencement of the meeting.

Follow the instructions on your Notice of Internet availability. If you wish to submit a question the day of the Annual Meeting, you may log in to the virtual meeting platform at www.proxydocs.com/CVET, type your question into the “Ask a Question” field, and click “Submit.” Questions pertinent to meeting matters will be answered during the Annual Meeting, subject to time constraints.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 12, 2021:

THIS PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE AT:

www.proxydocs.com/CVET

Proposal 1 – Election of Directors

Proposal Summary

Until our 2022 annual meeting of shareholders, our Board of Directors is divided into three classes designated as Class I, Class II and Class III Directors, serving staggered terms. The Board currently consists of ten members, three of whom are Class I Directors, four of whom are Class II Directors and three of whom are Class III Directors. Class I Directors were re-elected at the 2020 Annual Meeting, Class II Directors’ terms expire at the 2021 Annual Meeting, and are the subject of this Proposal 1 and Class III Directors’ terms expire at the 2022 annual meeting. Following the 2022 annual meeting, each Director will be elected annually and will hold office for a one-year term until the next annual meeting of shareholders.

The first proposal for consideration at our Annual Meeting is the election of the four (4) Class II Director nominees named in this proxy statement.

Class II Director Nominees. Our Board of Directors has, upon the recommendation of our Nominating and Governance Committee, nominated our current Class II Directors, Mark Manoff, Edward McNamara, Sandra Peterson and Steven Paladino, for re-election as Class II Directors at our Annual Meeting. Information about each Director nominee is provided below. If elected, each Director nominee for Class II will serve as a Director until our 2022 annual meeting of shareholders and his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. Each Class II Director nominee has indicated his or her willingness to serve if elected, but if any of the nominees should be unable or unwilling to serve, proxies may be voted for substitute nominee(s) designated by our Board of Directors.

Under our By-Laws, Directors in non-contested elections are elected by an affirmative majority of votes cast. You can vote “for” or “against” a nominee, or you may “abstain” from voting with respect to a nominee; however, an abstention will not count as a vote cast in the election.

Nominees for Class II Directors for a One-Year Term That Will Expire at our Annual Meeting in 2022

Set forth below is information regarding each Director nominee, including his or her age as of March 15, 2021 and information about his or her specific experience, qualifications, attributes or skills that led the Board of Directors to conclude that he or she should serve as a Director of Covetrus.

Mark J. Manoff, 64, became a Director in February 2019. Mr. Manoff was a co-founder and Chief Executive Officer of Verrian, Inc. through 2019. He was a partner of EY LLP (“EY,” formerly known as Ernst & Young LLP) from 1990 until his retirement as Americas Vice Chair in 2017. During his time with EY, Mr. Manoff held various positions including New York Office Managing Partner and Northeast Region Managing Partner. He also founded and led the EY Center for Board Matters. Mr. Manoff is a member of the Board of Directors of The First Tee of Metropolitan New York, a youth development organization. In addition, Mr. Manoff was a member of the Board of Directors for Roundabout Theatre in New York City for approximately 10 years (through May 2018) and was chair of its audit committee during that period. Mr. Manoff serves on the Advisory Board (previously serving as Chair) at the University of Maryland’s Robert H. Smith School of Business, where he received his B.S. in Accounting. Mr. Manoff’s extensive experience in accounting and corporate governance led to the conclusion that he should serve as a member of the Covetrus Board.

Edward M. McNamara, 56, became a Director in February 2019. Prior to such appointment, Mr. McNamara served from June 2011 as a member of the Vets First Choice Board. He is the President of TeamLaunch, LLC, a venture-building company, which he cofounded in 2013. He is the Chief Financial Officer, Secretary and former Director of RCW Inc. (dba M.Gemi), a luxury product company founded by TeamLaunch, LLC. Other TeamLaunch private portfolio companies where Mr. McNamara serves or has served as Secretary, Treasurer or Director include Launch Kids, Inc. from December 2015 to December 2017; Follain Launch, Inc. from May 2016 to present; and Seed Leaf, LLC from December 2016 to 2020. Prior to founding TeamLaunch, Mr. McNamara served as an executive in residence at General Catalyst Partners from 2011 to 2013 and focused on consumer growth opportunities. Prior to that, he served as the Chief Financial Officer of Retail Convergence Inc. (dba Rue La La), a private-sale business and its predecessor Smartbargains Inc., from 2005 to 2011. Mr. McNamara served in a number of executive roles, including Chief Financial Officer, Chief Operating Officer, President, and Interim Chief Executive Officer, at two operating businesses of Cendant Corporation from 1996 to 2004, including Wright Express, Inc. and Cendant’s Travel Distribution Division. Mr. McNamara was Chairman of the Board of Wright Express Financial Services, Inc., a banking company, from 1999 to 2001. Mr. McNamara served in a number of accounting, finance, and administrative positions for Abex Inc., an aerospace manufacturing company, and its related company Fisher Scientific Corp., a biotechnology company, from 1993 to 1996. Mr. McNamara started his career with PriceWaterhouse, an accounting firm, from 1986 to 1993, in the audit and advisory group

focused on public company audits and mergers and acquisitions, leaving as a manager in the audit practice. Mr. McNamara has also served as a member of the Board of Directors of, and a formal advisor to, Counter Brands, LLC (dba Beauty Counter), a cosmetics company, from 2014 to 2020. Mr. McNamara holds a B.S. from Providence College. Mr. McNamara’s significant finance and management experience in high growth businesses as well as his deep current knowledge of Internet and digital based commerce across multiple industries led to the conclusion that he should serve as a member of the Covetrus Board.

Steven Paladino, 63, became a Director in February 2019. Since 2000, Mr. Paladino has served as the Executive Vice President and Chief Financial Officer of Henry Schein, Inc. and has been a member of its Board of Directors since 1994. He started his career with Henry Schein in 1987 and has been a member of Henry Schein’s Executive Management Committee since 1992. Prior to holding his current position, Mr. Paladino served as Senior Vice President and Chief Financial Officer from 1993 to 2000, as Vice President and Treasurer from 1990 to 1992 and as Corporate Controller from 1987 to 1990. Before joining Henry Schein, Mr. Paladino was employed as a Certified Public Accountant for seven years, most recently with the international accounting firm of BDO USA, LLP. Mr. Paladino also served as a Nasdaq Listing and Hearing Review Council member. Mr. Paladino currently serves on the Board of Directors of MSC Industrial Direct Co., Inc., and is a member of its audit committee and compensation committee. He holds a B.B.A. from Bernard M. Baruch College. Mr. Paladino’s extensive financial, accounting and industry expertise and a strong, credible reputation within the financial industry led to the conclusion that he should serve as a member of the Covetrus Board.

Sandra Peterson, 62, became a Director in June 2020. She has had a long and successful career of driving growth, operational improvement and innovation across global healthcare and consumer businesses. This includes executive roles at Johnson & Johnson, where she was group worldwide chairman, led the consumer and medical devices businesses and was responsible for the corporation’s global supply chain, technology strategy and infrastructure, and at Bayer, where she held numerous positions including the CEO of Bayer CropScience AG, CEO of Bayer Medical Care and president of Bayer HealthCare AG’s Diabetes Care Division. She started her career at McKinsey and has held executive positions at Medco Health Solutions, Nabisco, and Whirlpool. Currently, she is an operating partner at CD&R, a leading private investment firm, is a member of the Microsoft Board of Directors and is on the board of trustees of the Institute for Advanced Study and the American Academy in Berlin. She has appeared on Fortune magazine’s list of most powerful women numerous times and was featured on the magazine’s inaugural list of leaders changing healthcare. Ms. Peterson holds an M.P.A. in applied economics from Princeton University and a B.A. in government from Cornell University. Ms. Peterson’s operational leadership and extensive public board experience led to the conclusion that she should serve as a member of the Covetrus Board.

Board Recommendation

OUR BOARD RECOMMENDS THAT OUR SHAREHOLDERS VOTE

“FOR”

THE ELECTION OF MR. MANOFF, MR. MCNAMARA, MR. PALADINO AND MS. PETERSON

Continuing Directors

Set forth below is information regarding each continuing Director, including his or her age as of March 15, 2021 and information about his or her specific experience, qualifications, attributes or skills that led the Board of Directors to conclude that he or she should serve as a Director of Covetrus.

Class III Directors (terms to expire at our 2022 annual meeting)

Deborah G. Ellinger, 62, became a Director in February 2019. Ms. Ellinger is currently a Senior Advisor for The Boston Consulting Group (“BCG”), a consulting firm, a Director of iRobot Corp, a technology company, a Director of Tupperware Brands Corporation, a consumer products company, and is the former CEO or President of four private-equity backed firms. She has been a Senior Advisor to BCG since June 2018, working primarily with their private equity team, and has served on the iRobot Board since 2011, where she is also Chair of the nominating and governance committee and has sat on several other Board committees. Her leadership roles include: President and Chief Executive Officer of Ideal Image, a chain of 130 Medical Spas, from 2016 to 2018; Chairman and Chief Executive Officer of The Princeton Review, a test preparation company, from 2012 to 2014; President of Restoration Hardware from 2008 to 2009, and President and Chief Executive Officer of Wellness Pet Food from 2004 to 2008. Previously, she served as an Executive Vice President at CVS Pharmacy, a Senior Vice President at Staples, Inc., and was a partner at The Boston Consulting Group; she began her career with Mellon Financial Corporation. Ms. Ellinger has extensive additional Board experience: from 2015 to 2017, she served as a Director of Interpublic Group of Companies, sitting on the audit committee, compensation committee and finance committees at different times. She was also a member of the Board of Directors of National Life Group from 2007 to 2014 and served on its executive committee, audit committee and was

Chair of its nominating and governance committee. She served on the Board of Sealy, Inc. from 2010 to 2013, where she was a member of the compensation committee and audit committee. She has also sat on the boards of several private companies since 2004. Ms. Ellinger’s assignments have taken her all over the world; she has lived and worked in Europe, Asia and the United States. She holds an M.A. and B.A. in Law and Mathematics from the University of Cambridge, England. Ms. Ellinger is also qualified as a Barrister-at-Law in London, as a member of the Inner Temple.

Philip A. Laskawy, 79, became a Director in February 2019 and serves as Chairman of the Board. Mr. Laskawy joined the accounting firm of EY LLP (“EY”, formerly known as Ernst & Young 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 EY, including Chairman and Chief Executive Officer, to which he was appointed in 1994. Mr. Laskawy is currently a Director of Henry Schein, having served on the Board since 2002 and as the Lead Independent Director since 2012. He is currently the Chair of Henry Schein’s nominating and governance committee and is a member of its audit committee. Since 2002, Mr. Laskawy has served as a member of the Board of Directors of Loews Corporation and as a member of its audit committee. Additionally, since 2008, he has served as a member of the Board of Directors of Lazard Ltd. and is Chair of its audit committee and a member of its compensation committee. Mr. Laskawy previously served on the American Institute of Certified Public Accountants to review and update rules regarding auditor independence. For the past six years, he has served as a member of the board of the International Accounting Standards Committee Foundation, which was created by the Securities and Exchange Commission and sets accounting standards in more than 100 countries, and served as Chairman in 2006 and 2007. Mr. Laskawy also served as a member of the 1999 Blue Ribbon Committee on Improving the Effectiveness of Corporate Audit Committees. Mr. Laskawy received a B.A. in Economics from the Wharton School of the University of Pennsylvania.

Ravi Sachdev, 44, became a Director in February 2019. Prior to such appointment, Mr. Sachdev served from July 2015 as a member of the Vets First Choice Board. As a Partner of the private equity firm Clayton, Dubilier & Rice (“CD&R”) since June 2015, Mr. Sachdev focuses on the healthcare sector. From November 2010 to May 2015, Mr. Sachdev was a Managing Director and Co-Head of Healthcare Services at J.P. Morgan Chase & Co., a financial services company. Prior to November 2010, Mr. Sachdev held the positions of Managing Director at Deutsche Bank Securities, Inc., an investment banking firm, from January 2009 until November 2010 and Director at Deutsche Bank AG from January 2007 until January 2009. Prior to joining Deutsche Bank AG in 2006 as a Vice President, Mr. Sachdev served as a Vice President at Peter J. Solomon Company, an investment banking firm, specializing in mergers and acquisitions in the healthcare sector, from 1998 to 2006. Mr. Sachdev serves on the Board of Directors of agilon health, Inc. and Steve Madden, Inc. Mr. Sachdev holds a B.A. from the University of Michigan. Mr. Sachdev possesses knowledge of finance and the financial analytics used to measure business performance.

Class I Directors (terms to expire at our 2022 annual meeting)

Sandra L. Helton, 71, became a Director in February 2019. Ms. Helton was Executive Vice President and Chief Financial Officer of Telephone and Data Systems, Inc. (“TDS”), a telecommunications organization that includes US Cellular Corporation, from 1998 through 2006. In her role, Ms. Helton had responsibility for finance, information technology and other corporate functions. She also served on the Board of Directors of TDS. She served as Vice President and Corporate Controller of Compaq Computer Corporation from 1997 through 1998. Previously, Ms. Helton spent over 20 years with Corning Incorporated, a technology company, where she held engineering, strategy and finance positions, including Senior Vice President and Treasurer from 1991 through 1997. Since 2001, Ms. Helton serves on the Board of Directors of Principal Financial Group, Inc., and is currently Chair of its audit committee and a member of its executive committee and finance committee. Since February 2018, she has been a Director of OptiNose, Inc., and is Chair of its audit committee. Ms. Helton previously served as a Director of Lexmark International, Inc., including as a member of its audit committee. Ms. Helton also previously served as a member of the Board of Directors of Covance, Inc. and as Chair of its audit and finance committee and a member of its nominating and governance committee. Ms. Helton is currently a trustee of two non-profit organizations, Northwestern Memorial Foundation and the Chicago Architectural Center (serving at various points in the past as Chair of its finance committee, Chair of its governance committee and member of its executive committee). Ms. Helton received a B.S. in mathematics from the University of Kentucky and a S.M. from the Massachusetts Institute of Technology’s Sloan School, with double majors in Finance and Planning & Control.

Sharon Wienbar, 59, has been nominated by our Board, upon recommendation of our nominating and governance committee, to stand for election as a Class I Director. Ms. Wienbar was the Chief Executive Officer of Hackbright Academy, the engineering school for women based in San Francisco, California from 2015 through 2016, thereafter serving as a strategic advisor to Capella Education Company following its acquisition of Hackbright in April 2016. Prior to joining Hackbright, Ms. Wienbar was a venture capitalist at ScaleVP, from 2001 to 2015 where she led investments in software, internet and mobile companies. Prior to joining ScaleVP in 2001, Ms. Wienbar was Vice President, Marketing for Critical Path (NASD: CPTH) and Amplitude Software from 1999 to 2000. Ms. Wienbar spent over seven years with Adobe Systems (through 1998), starting as a product manager and later as lead marketer for many of Adobe’s applications, spearheading numerous cross-product initiatives. Prior to joining Adobe

Systems, Ms. Wienbar practiced strategy consulting at Bain & Company for nearly five years (through 1990). Ms. Wienbar serves on the Board of Directors of Resideo Technologies, Inc (NYSE: REZI), where she chairs the compensation committee, and of the Colfax Corp (NYSE: CFX), where she is a member of the compensation committee. She previously served on the Board of Directors of Glu Mobile (NASD: GLUU) and Everyday Health (NYSE: EVDY) and chaired the compensation committee and served on the audit committee of both companies. She also previously served on several private company boards of directors including Applause (Acq: Vista Equity) and Actiance (Acq: K1). Ms. Wienbar holds an S.M. and a A.B. in Engineering from Harvard University and an M.B.A. from the Stanford Graduate School of Business.

Benjamin Wolin, 46, currently serves as the President and Chief Executive Officer of the Company. Mr. Wolin became a Director of Covetrus in February 2019. Prior to Covetrus, Mr. Wolin served as the Chief Executive Officer and Co-founder of Everyday Health, Inc., a communications and marketing platform for consumers, doctors and healthcare companies, and a member of its Board of Directors from 2002 to 2016. Mr. Wolin founded Everyday Health and served as its Chief Executive Officer from inception, through its initial public offering and sale in 2016. Mr. Wolin has served on numerous private and public company boards including Diplomat Pharmacy, Rockwell Medical, AdhereTech, Aerami Therapeutics, Source Media, and Frontline Medical Communications. Mr. Wolin received his B.A. in History from Bowdoin College. Mr. Wolin has extensive experience with digital healthcare, pharmacy, technology, and public company management and governance.

Director Compensation

We compensate our non-employee members of our Board of Directors through a mixture of cash and equity-based compensation as set forth in the table below. We only compensate non-employee Directors for their service on our board. A non-employee Director is a member of our Board who is not an employee of our Company or any subsidiary of our Company.


	Lead Director Retainer	Chair Retainer	Other Member Retainer	Annual Equity Award
Board of Directors	$60,000	$90,000	$60,000	$225,000
Audit Committee	-	$30,000	$15,000	-
Compensation and Talent Committee	-	$25,000	$12,500	-
Nominating and Governance Committee	-	$15,000	$7,500	-
Strategy Committee 1	-	$15,000	$7,500	-

1 The Strategy Committee was dissolved in February 2020

A non-employee Director who serves as the chair of a committee will be entitled to the committee chair annual cash retainer for that specific committee, in addition to the non-employee Director annual cash retainer, but will not be entitled to the committee annual cash retainer for serving as a member of that specific committee. A non-employee Director who serves as a non-management chair or lead independent Director will be entitled to the Non-Management Chair or Lead Independent Director annual cash retainer, as applicable, in addition to the non-employee Director annual cash retainer. See “Committees of the Board of Directors.”

On the date of each annual meeting of our shareholders, each non-employee Director who is continuing as a Director following the date of such annual meeting, or is elected to serve as a Director at an annual meeting, will be granted restricted stock or restricted stock units, as determined by the Compensation and Talent Committee, with a fair market value of $225,000, based on the 30-day trailing average of the closing price of our common stock prior to and including the date of grant. Such awards vest in full on the anniversary of the date of grant. If a non-employee Director is appointed or elected at any time other than an annual meeting, the non-employee Director will be eligible to receive a pro-rated annual equity award, as of the date of his or her appointment or election.

Benjamin Wolin did not qualify as a non-employee Director as he was our Chief Executive Officer while serving as a Director.

Director Compensation Table for Fiscal Year 2020

The following table sets forth a summary of the compensation we paid to our non-employee Directors for service on our Board in 2020.


Name	Fees Earned or Paid in Cash 1	Restricted Stock Unit Awards 2	Total
Deborah G. Ellinger	$70,625	$225,000	$295,625
Sandra L. Helton	$82,500	$225,000	$307,500
Philip A. Laskawy	$142,500	$225,000	$367,500
Mark J. Manoff	$65,625	$225,000	$290,625
Edward McNamara	$83,125	$225,000	$308,125
Steven Paladino	$46,875	$225,000	$271,875
Sandra E. Peterson	$18,132	$225,000	$243,132
Ravi Sachdev	$61,250	$225,000	$286,250
David Shaw 3	$31,875	-	$31,875
Sharon Wienbar	$40,048	$225,000	$265,048

1 Cash amounts represent the portion of board/committee chair and member retainers earned during our 2020 fiscal year; all directors waived their board fees for the third quarter as a result of COVID-19 hardships.

2 The amount shown represents the aggregate grant date fair value, computed in accordance with Financial Accounting Standards Board Accounting Standard Codification Topic 718, Compensation-Stock Compensation, of restricted stock unit awards granted to each of our non-employee Directors in 2020. The grant date fair value represents fair market values less par value of $0.01 per share. The fair market value was determined by multiplying the total number of shares of common stock underlying the restricted stock units by the 30-day trailing average of the closing price of our common stock on Nasdaq prior to and including the grant date.

3 David Shaw did not stand for re-election at the 2020 Annual Meeting.

As of December 31, 2020, our non-employee Directors held the following vested restricted stock units:


Name			Vested Restricted Stock Units
Deborah G. Ellinger			6,288
Sandra L. Helton			6,288
Philip A. Laskawy			6,288
Mark J. Manoff			6,288
Edward M. McNamara			6,288
Steven Paladino			6,288
Ravi Sachdev			6,288
Sandra Peterson			0
Sharon Wienbar			0

Stock Ownership Guidelines for Non-Employee Directors

Our Board has adopted stock ownership guidelines for non-employee Directors which are intended to further align their interests with those of our shareholders. Under the guidelines currently in effect, our non-employee Directors are expected to hold shares of common stock equal in value to $400,000. The following count towards the achievement of these guidelines:

•stock owned outright, including stock owned jointly with a spouse or separately by a spouse and/or children;

•shares held in a trust for the economic benefit of the non-employee Director or his or her spouse or children;

•vested restricted stock and restricted stock units; and

•shares underlying fully vested options.

The Company allows non-employee Directors five (5) years from the date of election to the Board to attain compliance. Messrs. McNamara and Paladino have attained compliance with the guidelines. Each of our other non-employee Directors is on track to achieve compliance within the required period.

See the section of this proxy statement entitled “Beneficial Ownership Information - Security Ownership of Certain Beneficial Owners and Management” for more detailed information on the beneficial ownership of our Directors.

Executive Officers

The Board elects our executive officers annually who serve at the discretion of the Board. Our current executive officers and their ages as of March 15, 2021 are as follows:


Name	Age	Position(s) with our company
Benjamin Wolin	46	President and Chief Executive Officer
Matthew Foulston	57	Executive Vice President and Chief Financial Officer
Dustin Finer	52	Chief Administrative Officer
Michael Ellis	62	Executive Vice President and President, Europe
David S. Hinton	60	Executive Vice President and President, APAC and Emerging Markets
Timothy Ludlow	55	Executive Vice President and Chief Transformation Officer
Matthew Malenfant	59	President, North America
Laura J. Phillips	51	Vice President, Global Controller and Chief Accounting Officer
Anthony C. Providenti	54	Executive Vice President, Corporate Development
Jamey S. Seely	49	General Counsel and Secretary
Georgina Wraight	46	Executive Vice President and President, Global Technology Solutions

Benjamin Wolin’s biography is set forth above under “Board of Directors.”

Matthew Foulston was appointed our Executive Vice President and Chief Financial Officer in June 2020. Prior to joining the Company, Mr. Foulston served as the Executive Vice President and Chief Financial Officer of Treehouse Foods (NYSE: THS) from 2016 through 2019. He previously served as the Chief Financial Officer of Compass Minerals (NYSE: CMP), a specialty minerals company, from 2014 to 2016. He spent his earlier career in the automotive industry with Ford, Mazda, and Navistar. Mr. Foulston received his BSc from Loughborough University, Leicestershire, U.K.

Dustin Finer was appointed our Chief People Officer in September 2019 and our Chief Administrative Officer in November 2019. Prior to joining the Company, Mr. Finer was Chief Administrative and Internal Operations Officer at TiVo from 2016 to 2018. From 2012 until 2016, Mr. Finer was the Chief Human Resource Officer for Rovi Corporation. Prior to that, Mr. Finer was with MySpace, where he was Chief Operations Officer. Mr. Finer holds a J.D. from the University of the Pacific, McGeorge School of Law, and a B.A. from the University of California, San Diego.

Michael Ellis was appointed our Executive Vice President in January 2020. From February 2019 until such appointment, Mr. Ellis served as Senior Vice President and President, Europe. Prior to joining the Company, Mr. Ellis served as Chief Financial Officer—Europe, General Manager and Vice President—Europe, and President—Europe of Henry Schein Animal Health at Henry Schein since April 2009. Mr. Ellis is a qualified Fellow Chartered Management Accountant, FCMA, and has a diploma in Business Studies from Sheffield University.

David Hinton was appointed our Executive Vice President and President, APAC and Emerging Markets in January 2020. From February 2019 until such appointment, Mr. Hinton served as Senior Vice President and President APAC and Emerging Markets. From April 2016 until February 2019, Mr. Hinton served as Vice President and Managing Director—ANZ, and from January 2011 to April 2016 as Vice President and Managing Director—U.K., Ireland and France of Henry Schein Animal Health. Mr. Hinton holds a Post Graduate Diploma in Management Studies, and a Diploma in Marketing from the University of the West of England.

Timothy Ludlow was appointed our Executive Vice President in February 2020, having served as our Senior Vice President and Chief Transformation Officer since February 2019. Prior to such appointment, Mr. Ludlow served from August 2018 as Chief Integration and Transformation Officer and, from March 2015 to August 2018, as Chief Financial Officer of Vets First Choice. From October 2012 to March 2015, Mr. Ludlow served as Chief Financial Officer of Pine State Trading Company, a beverage distribution company, and from April 2008 until September 2012, Mr. Ludlow served as Senior Vice President and Treasurer of C&S Wholesale Grocers. Mr. Ludlow is a qualified U.K. accountant, FCCA.

Matthew Malenfant was appointed our President, North America in May 2020. Prior to joining the Company, Mr. Malenfant served as the Principal of Malenfant Consulting, LLC, a leadership coaching and organizational design company, from 2018 to 2020. He previously served as the Chief Executive Officer of Saxco International, LLC, a packaging distributor for the spirits,

wine, and beer industries, from 2012 through 2017, and prior to that as President, The Americas for VWR International, a life science and laboratory supply distribution company from 2007 through 2011. Mr. Malenfant currently serves as the Executive Chairman of DWK Life Sciences, LLC, a manufacturer of precision glassware, pharmaceutical packaging and specialty life science products, from 2019 to current and as a Director for Thomas Scientific, LLC, a distributor in the laboratory and critical environment industries from 2018 to present. Mr. Malenfant has a B.A. and a B.S. from Arizona State University and achieved a Masters Certification from Merck University in Darmstadt, Germany.

Laura J. Phillips was appointed our Vice President, Global Controller, and Chief Accounting Officer effective June 2019, having served as Vice President, Accounting for the Company since April 2019. Prior to Covetrus, Ms. Phillips served as Director of Finance Compliance at Google from 2017 until 2019. Prior to that, Ms. Phillips served as Vice President, Corporate Controller of Brown-Forman Corporation from 2014 until 2016. From 2007 until 2014, she served as Assistant Corporate Controller of General Motors. From 2003 until 2007, Ms. Phillips served on the staff of the Public Company Accounting Oversight Board, most recently as the Deputy Chief Auditor. Ms. Phillips holds an M.B.A. from the University of Michigan, Ross School of Business, and a B.S.B.A. in Accounting and Finance from Miami University. Ms. Phillips is a Certified Public Accountant.

Anthony Providenti was appointed our Executive Vice President in February 2020, having served as our Senior Vice President, Corporate Development since February 2019. Prior to such appointment, Mr. Providenti served in a number of positions at Henry Schein since 2003, including Vice President, Corporate Business Development Group, and Vice President, Strategy and Development, Global Animal Health Group. Mr. Providenti holds a J.D. from Fordham University School of Law and a B.S. in Accounting from Lehigh University.

Jamey S. Seely was appointed our General Counsel and Secretary in September 2020. Prior to joining the Company, Ms. Seely held both business and legal roles while serving as President and General Counsel of Integra, Inc., a developer of blockchain technology for the legal industry, from April 2020 to September 2020. Other past posts include Executive Vice President and General Counsel of the Gates Industrial Corporation, from September 2017 to April 2020, where she led to a successful IPO, and Executive Vice President and General Counsel and Corporate Secretary at ION Geophysical, Inc. from September 2014 to September 2017. Ms. Seely holds a J.D. from Southern Methodist University’s Deadman School of Law, a B.A. from Baylor University, and a Professional Certificate in Energy Innovation & Emerging Technologies from Stanford University.

Georgina Wraight was appointed our Executive Vice President and President, Global Technology Solutions, the business formed with the merging of Global Prescription Management and Global Software Services, in January 2020. Prior to this, and from February 2019, Ms. Wraight served as Senior Vice President, President of Global Prescription Management. From August 2018 to February 2019, Ms. Wraight served as President, and from January 2018 to August 2018, as Chief Operating Officer of Vets First Choice. From November 2015 until August 2017, she served as Chief Operating Officer of the Rockport Company, a shoe manufacturer. From September 2012 to November 2015, Ms. Wraight served as Group Chief Financial Officer and then as Chief Operating Officer of Highline United & Modern Shoe Company. Ms. Wraight is a qualified Chartered Global Management Accountant (CGMA).

CORPORATE GOVERNANCE

Corporate Governance Overview

We are committed to ensuring high standards of corporate governance. Some examples of this commitment are set forth below:

•Our Board currently consists of ten members, eight of whom are independent Directors within the meaning of Nasdaq's listing standards.

•All members of our Board’s committees are independent Directors.

•Following the 2022 annual meeting, we will have a declassified Board, with each Director elected annually.

•The positions of Chairman of the Board and Chief Executive Officer are presently separated, allowing our CEO to focus his time and energy on operating and managing the Company.

•Our Board of Directors performs an annual self-assessment.

•We have corporate governance guidelines that are published on our website at http://ir.covetrus.com, which among other things, lay out the responsibilities and qualification standards for Directors, the criteria for Director nominations, the Board meeting process, our Directors’ access to officers and employees and independent advisers, and the duties of our Chair and, if applicable, lead independent Director.

•Our corporate governance guidelines also require our Directors to limit the number of other public company boards on which they serve so that they are able to devote adequate time to their duties to the Company.

•Our corporate governance guidelines further require that any nominee for Director who does not receive a majority vote in an uncontested election must promptly tender his or her resignation to the Board, which will consider whether to accept the resignation.

•We have stock ownership guidelines for our CEO, our other executive officers and our non-employee Directors that are described in this proxy statement under “Director Compensation - Stock Ownership Guidelines for Outside Directors” and “Stock Ownership Guidelines.”

•Our independent Directors hold regularly convened meetings without management present.

•Independent Directors approve Director nominations and executive officer compensation.

•Our Audit Committee reviews and approves all related-party transactions.

•We have a code of business conduct and ethics which our employees are trained on annually.

•Waivers of our code of business conduct and ethics given to our executive officers or Directors must be approved by our Board of Directors and disclosed publicly.

Corporate Governance Guidelines

The Board has adopted corporate governance guidelines to assist it in the exercise of its duties and responsibilities and to serve the best interest of our shareholders, and a code of business conduct and ethics that applies to all of our employees, officers and Directors. Our corporate governance guidelines and our code of business conduct and ethics can be accessed from the corporate governance page in the investor relations section of our website at http://ir.covetrus.com.

Our Corporate Governance Documents


•Amended and Restated Certificate of Incorporation •Amended and Restated By-Laws •Corporate Governance Guidelines •Code of Business Conduct and Ethics •Insider Trading Policy			•Audit Committee Charter •Nominating and Governance Committee Charter •Compensation and Talent Committee Charter •Related Party Transactions Policy

Board Leadership Structure

The Board oversees our Chief Executive Officer and other senior management in the competent and ethical operation of the Company and assures that the long-term interests of the shareholders are being served.

Our current leadership structure splits the roles of CEO and Chairman, with Mr. Laskawy serving as our independent Chairman. Our Corporate Governance Guidelines provide our Board of Directors with flexibility to select the appropriate leadership structure based on the specific needs of our business and the best interests of our shareholders. If the Chairperson of the Board is not independent, the Board will appoint a Lead Independent Director upon the recommendation of the Nominating & Governance Committee, which will be a Director who qualifies as independent under the applicable rules of Nasdaq.

The Board periodically reviews its leadership structure to determine whether the roles of chair and chief executive officer should be separated or combined. The Board believes that the current separation of the chair and chief executive officer roles allows Mr. Wolin to focus his time and energy on operating and managing the Company. Our Board continues to evaluate our leadership structure and may make appropriate changes in the future.

The Chair of the Board presides over meetings of the Board and serves as a liaison between the Directors and management.

Risk Oversight

The Board's Role

The management of risk is an integral part of Board deliberations throughout the year. Management is responsible for the day-to-day management of risks our company faces, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. A fundamental part of risk oversight is to understand the risks that we face, the steps management is taking to manage those risks and to assess our appetite for risk. Risk management systems, including our internal auditing procedures, internal controls over financial reporting and corporate, ethics, and compliance programs, are designed in part to inform management about our material risks. The Board believes that full and open communication between management and the Board are essential for effective risk management and oversight. The Board and its committees receive regular presentations from senior management on strategic matters involving our operations and areas of material risk to our company, including operational, financial, legal, ethics and compliance, regulatory, cyber security and strategic risks, among others. The Board and its committees also discuss with management strategies, financial performance, legal developments, key challenges and risks and opportunities for our company. The involvement of the Board in the oversight of our strategic planning process is a key part of its assessment of the risks inherent in our corporate strategy. Our management uses an enterprise risk management process to identify and assess, and, to the extent practicable, manage and mitigate material risks to our Company.

While the Board oversees the risk management process, our Board’s committees assist the Board in fulfilling its oversight responsibilities in certain areas of risk. The Audit Committee focuses on financial risk, including the areas of financial reporting, internal controls and compliance with legal, ethics and compliance and regulatory requirements. The Compensation and Talent Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs. The Nominating and Governance Committee manages risks associated with corporate governance, Board organization, membership and structure.

Director Independence

Eight of the ten members of our Board of Directors are “independent” Directors, and all of the Board’s committees are composed entirely of “independent” Directors, as such term is defined in Nasdaq's listing standards. There are presently no family relationships among any of our Directors and executive officers.

The Board determined that the following Directors are “independent”: Deborah G. Ellinger, Sandra L. Helton, Philip A. Laskawy, Mark J. Manoff, Edward McNamara, Sandra Peterson, Ravi Sachdev and Sharon Wienbar.

In addition, the Board has determined that the Audit Committee is composed entirely of “independent” Directors, as such term is defined in Rule 10A-3 under the Exchange Act, as no member of the Audit Committee accepts directly or indirectly any consulting, advisory or other compensatory fee from the Company other than his or her Director compensation, or otherwise has an affiliate relationship with the Company.

Also, each of the members of the Compensation and Talent Committee qualifies as independent under Nasdaq standards and Rule 10C-1 under the Exchange Act. Under these standards, the Board considered that none of the members of the Compensation and

Talent Committee accepts directly or indirectly any consulting, advisory or other compensatory fee from the Company other than his or her Director compensation, and that none has any affiliate relationship with the Company or other relationships that would impair the Director’s judgment as a member of the Compensation and Talent Committee.

Board Meetings

Our Board met 27 times and acted by written consent three times in 2020. It is the practice of the non-management Directors, all of whom are independent, to meet in an executive session chaired by the Chairman at the conclusion of regularly scheduled Board meetings and at such other Board and committee meetings as desired by the independent Directors. During 2020, our continuing Directors attended at least 82 percent of the total number of meetings of the Board of Directors and 75 percent of meetings of committees of the Board of Directors on which he or she served.

While we encourage our Directors to attend our annual meetings of shareholders, we do not have a policy requiring their attendance. Nine of our Directors attended our 2020 Annual Meeting.

Committees of the Board of Directors

Our Board has a standing Audit Committee, Compensation and Talent Committee, and Nominating and Governance Committee. Each committee operates under a charter that has been approved by our Board and is available on our investor relations website. Each committee reviews its charter periodically and recommends any proposed revisions to our Board for approval. The charters of each of the Audit Committee, the Compensation and Talent Committee, and the Nominating and Governance Committee can be accessed from the corporate governance page in the investor relations section of our website at http://ir.covetrus.com. Members of each committee are generally elected by our Board upon recommendation from our Nominating and Governance Committee. Committee meetings may be called by the chair of a committee or our Board chair. Each of the committees is authorized to retain independent legal, accounting and other advisors, and to approve compensation for their services.

The table below provides information regarding membership of Board committees as of the date of this Proxy Statement. Each of the committees is comprised solely of independent Directors, as defined by Nasdaq listing standards.


Independent Director	Audit	Compensation and Talent	Nominating and Governance
Deborah G. Ellinger		X	Chair
Sandra L. Helton	Chair		X
Philip A. Laskawy			X
Mark J. Manoff	X		X
Edward M. McNamara	X	Chair
Sandra Peterson		X
Ravi Sachdev			X
Sharon Wienbar	X	X

Audit Committee

Our Audit Committee provides oversight of our accounting and financial reporting process, the audit of our financial statements and our internal control function. Among other matters, the Audit Committee is responsible for the following:

•sole responsibility for oversight of the independent auditors’ qualifications, independence and performance;

•the engagement, retention, and compensation of the independent auditors;

•reviewing the scope of the annual audit;

•reviewing and discussing with management and the independent auditors the results of the annual audit and the review of our quarterly financial statements, including the disclosures in our annual and quarterly reports filed with the SEC;

•reviewing our risk assessment and risk management processes;

•ensuring that the Company maintains an effective ethics and compliance program designed to promote an ethical business culture;

•establishing procedures for receiving, retaining and investigating complaints received by us regarding accounting, internal accounting controls or audit matters; and

•approving audit and permissible non-audit services provided by our independent auditor.

All members of our Audit Committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq. Our Board of Directors has determined that each of Ms. Helton, Mr. Manoff and Mr. McNamara is an “Audit Committee financial expert,” as defined under the rules of the SEC and, as such, each satisfies the requirements of Nasdaq’s Rule 5605(c)(2)(A). Each of the members of our Audit Committee is an independent Director as defined under the applicable rules and regulations of the SEC and Nasdaq.

Our Audit Committee met 22 times and acted by written consent one time in 2020.

Compensation and Talent Committee

Our Compensation and Talent Committee adopts and administers the compensation policies, plans and benefit programs for our executive officers and all other members of our executive team. In addition, among other things, our Compensation and Talent Committee evaluates annually, in consultation with the Board of Directors, the performance of our Chief Executive Officer, reviews and approves corporate goals and objectives relevant to compensation of our chief executive officer and other executives and evaluates the performance of these executives in light of those goals and objectives. Our Compensation and Talent Committee also administers our equity compensation plans. For further information about our processes and procedures for the consideration and determination of executive and Director compensation, please see “Executive Compensation - Compensation Discussion and Analysis” below.

Each of the members of our Compensation and Talent Committee is independent under the applicable rules and regulations of the SEC and Nasdaq.

Our Compensation and Talent Committee met eight times and acted by written consent five times in 2020.

Nominating and Governance Committee

Our Nominating and Governance Committee is responsible for, among other things, making recommendations regarding corporate governance, the composition of our Board of Directors, the identification, evaluation and nomination of Director candidates and the structure and composition of committees of our Board of Directors. In addition, our Nominating and Governance Committee oversees our corporate governance guidelines, approves our committee charters, contributes to succession planning, periodically reviews our organizational documents, and exerts oversight of the Company's environmental, social and governance activities and initiatives.

Each of the members of our Nominating and Governance Committee is independent under the applicable rules and regulations of Nasdaq.

Our Nominating and Governance committee met five times and acted by written consent one time in 2020.

Director Nomination Process

The process followed by our Nominating and Governance Committee to identify and evaluate Director candidates consists of reviewing recommendations from members of our Board, search firms that we engage from time to time, and others (including shareholders) and evaluating biographical and background information relating to potential candidates.

In considering whether to recommend a particular candidate for inclusion on our Board’s slate of recommended Director nominees, including existing Directors, our Nominating and Governance Committee considers the criteria set forth in our corporate governance guidelines. These criteria include the candidate’s integrity, business acumen, knowledge of our business and industry, age, experience and commitment to participate as a Director, as well as the diversity of our Board and conflicts of interest that would impair the candidate’s ability to act in the interests of all shareholders. Our Nominating and Governance Committee does not assign specific weights to particular criteria and no particular criterion is a prerequisite for all prospective nominees. Our corporate governance guidelines also provide that the Nominating and Governance Committee will review with the Board the requisite skills and criteria for new Board members as well as the composition of the Board as a whole, including the consideration of diversity, age, skills, experience, geographic representation, gender, race and national origin, and other experience in the context of the needs of the Board. Our Nominating and Governance Committee treats diversity as one of the criteria to be considered by the Committee but has not adopted any formal or informal diversity policy. Our Nominating and Governance Committee believes that the backgrounds and qualifications of our Directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow our Board to fulfill its responsibilities. Our Nominating and Governance Committee monitors the qualification, composition and diversity of our Board through the Board evaluation process.

Our Amended and Restated By-Laws require shareholders to provide notice to the Company of the nomination of Directors not less than 90 days nor more than 120 days prior to the anniversary date of our prior annual meeting. If the Annual Meeting concludes as scheduled on May 12, 2021, notice of any nomination of Directors for election at the 2022 annual meeting of shareholders must be received no earlier than January 12, 2022 and no later than February 11, 2022.

Our Amended and Restated By-Laws further require a shareholder proposing a Director nomination to accompany the request with certain additional information concerning the shareholder and the nominee(s) proposed, including biographical and stock ownership information of the proponent shareholder and the nominee(s) and any arrangements and understandings between the proponent shareholder and any other person with respect to our common stock, and any other information relating to the proponent shareholder or the nominee(s) that would be required to be disclosed in a proxy statement pursuant to Section 14 of the Exchange Act. Shareholders may recommend an individual to our Nominating and Governance Committee for consideration as a potential Director candidate by submitting the individual’s name, together with the information referred to above, to the Nominating and Governance Committee, Covetrus, Inc., c/o Corporate Secretary, 7 Custom House Street, Portland, Maine 04101.

If appropriate biographical and background material has been provided on a timely basis, our Nominating and Governance Committee evaluates shareholder-recommended candidates by substantially following the same process, and considering the same criteria, as it follows for candidates submitted by others. If our Board decides to nominate a shareholder-recommended candidate and recommends his or her election, then his or her name will be included in our proxy materials for the next annual meeting.

Board Evaluation

Our Nominating and Governance Committee leads the Board in an annual evaluation of its performance as a Board of Directors. Our corporate governance guidelines provide that the Board from time to time evaluate its performance to determine whether the Board, its committees and its individual members are functioning effectively. In 2020, the Board conducted a formal evaluation process to monitor the needs of the Company and ensure that its composition reflects those needs.

Related Person Transaction Policy

Our Board has adopted a written policy and procedures for the review of any transaction, arrangement or relationship in which our Company or any of its subsidiaries is a participant, the amount involved will, or may be expected to, exceed $120,000 and one of our executive officers, Directors, or 5% shareholders (or their immediate family members), whom we refer to as a “related party,” has a direct or indirect material interest.

If a related party proposes to enter such a transaction, arrangement or relationship, which we refer to as an “interested transaction,” he or she must report the proposed interested transaction to the Chair of the Audit Committee. The policy calls for the proposed interested transaction to be reviewed and, if deemed appropriate, approved by our Audit Committee. Whenever practicable, the reporting, review and approval will occur prior to entry into the transaction. If advance review is not practicable, our Audit Committee may ratify the interested transaction. Any interested transactions that are ongoing in nature will be reviewed annually by the Audit Committee.

An interested transaction reviewed under the policy will be considered approved or ratified if it is authorized by our Audit Committee after full disclosure of the related party’s interest in the transaction. As appropriate for the circumstances, our Audit Committee will review and consider:

(i)whether the interested transaction is on terms no more favorable than terms generally available to an unaffiliated third party under the same or similar circumstances;

(ii)whether there are any compelling business reasons for the Company to enter the interested transaction and the nature of alternative transactions, if any;

(iii)whether the interested transaction would impair the independence of an otherwise independent Director or nominee for Director; and

(iv)the extent of the related party’s interest in the transaction.

Our Audit Committee may approve or ratify the transaction only if it determines that, under the circumstances, the transaction is not inconsistent with our Company’s best interests. During 2020, there were no related person transactions proposed or required to be disclosed.

Communication with our Board of Directors

Our Board of Directors will give appropriate attention to written communications that are submitted by our shareholders and will respond if and as appropriate. Our Chairman, with the assistance of our General Counsel, is primarily responsible for communications with shareholders and for providing copies or summaries of those communications to our other Directors. Shareholders who wish to send communications to our Board of Directors should address those communications to the Board of Directors, Covetrus, Inc., c/o Corporate Secretary, 7 Custom House Street, Portland, Maine 04101.

Anti-Hedging and Pledging Policy

Pursuant to our Insider Trading Policy, we prohibit our employees and members of the Board from engaging in any hedging or monetization transactions relating to our equity securities, including through the use of financial instruments such as prepaid variable forwards contracts, equity swaps, collars and exchange funds. We also prohibit our employees and members of the Board from holding our equity securities in a margin account or otherwise pledging our equity securities as collateral for a loan.

Executive Compensation – Compensation Discussion and Analysis

Executive Compensation Summary

There were many moving parts within our newly-combined publicly-traded company which made the development of a compensation program that more closely aligned the interests of our senior executives with our shareholders extremely challenging for the 2020 performance year. Our shortcoming in meeting our objective of checking all the boxes for both our shareholders and the proxy advisory firms was reflected in our inaugural Say on Pay vote of 60.74%. We recognize, however, that while our inaugural score did not meet expectations, such score was partly circumstantial to the Merger and certain ensuing management changes.

Management and our Board have taken certain actions with respect to our compensation program which we believe will be viewed favorably by our shareholders. Specifically, in 2020, we rolled out our New Way of Working (NWOW) initiative to align our executives’ compensation with the continuing transformation of our business, tying our longer-term goals under the NWOW program to our new performance-based restricted stock program (PSUs) for our leadership team. We also worked with our Compensation and Talent Committee in the spring and through the summer to further develop our compensation philosophy.

We began our initial outreach to our institutional investors as well as proxy advisory firms, ISS and Glass Lewis, in the fall of 2020 and are continuing with these conversations. The feedback from our investors has been positive and aligns with the areas we were already heading in as it related to implementing a claw back policy, developing a compensation philosophy, including performance-based equity awards for our leadership team. Our goal is to continue with our investor outreach on a regular go-forward basis.

In the midst of all of this, the COVID-19 pandemic hit the world and impacted our business and our employees. Details of how the company handled the pandemic, protected its employees, and helped our customers maintain a safe way to see and serve their patients are provided at the beginning of this document. Like many companies, Covetrus went into cost savings mode given the uncertainty of the impact of the pandemic and the desire to avoid layoffs. We implemented several measures including: voluntary base salary reductions by our executives, freezing company 401(k) matching contributions, work furloughs, and voluntary reductions in the cash retainer by our board of directors. We were able to successfully reinstate salaries, cash retainers, 401(k) contributions, and bring most employees back from furlough, by July 2020.

This Compensation Discussion and Analysis (“CD&A”) provides information for fiscal 2020 regarding our executive compensation philosophy, the elements of our executive compensation program and the factors that were considered in making compensation decisions for our Named Executive Officers (“NEOs”) listed below:


Name			Position
Benjamin Wolin			President and Chief Executive Officer
Stuart Gleichenhaus 1			Former Interim Chief Financial Officer
Matthew Foulston 2			Executive Vice President and Chief Financial Officer
Dustin Finer			Chief Administrative Officer
Georgina Wraight			Executive Vice President and President, Global Technology Solutions
Michael Ellis			Executive Vice President and President, Europe

1 Mr. Gleichenhaus was the Company's Interim Chief Financial Officer from December 16, 2019 through May 31, 2020. See "Agreement for Services of Stuart B. Gleichenhaus."

2 Mr. Foulston became the Chief Financial Officer of the Company on June 1, 2020.

What Guides Our Program

Compensation Philosophy and Objectives

Our newly-developed compensation philosophy guiding principles include the following:

•Attract, retain, and motivate superior executive talent;

•Align executives with our long-term vision and growth strategy;

•Ensure line-of-sight to our key performance measures and results;

•Balance risk and alignment to long-term incentives; and

•Promote internal equity in a transparent and sustainable manner.

Our compensation program is highly weighted on variable compensation, particularly long-term incentives, similar to practices in our peer group and the broader market, and we intend to provide market competitive cash compensation and align pay with performance by providing above market incentive opportunities that reward for the successful achievement of challenging performance goals that align with our strategic goals and business objectives.

Elements of Executive Compensation

Our compensation philosophy is supported by the following principal pay elements:


Element	Form	Purpose/How it Links to Performance
Base Salary	Cash (Fixed)	•Provides a competitive fixed rate of pay targeted at the market median relative to similar positions in the market and enables the Company to attract and retain critical executive talent. •Based on job scope, level of responsibilities, individual performance, experience, and market levels
Short-Term Incentive	Cash (Variable)	•Focuses executives on achieving annual financial goals that drive long-term shareholder value targeted at the market median
Long-Term Incentives	Equity (Variable)	•Provides incentives for executives to execute on longer-term financial/strategic growth goals that drive shareholder value creation and supports the Company’s retention strategy of key executives targeted above market median to drive shareholder value

Compensation Mix

In accordance with our pay-for-performance philosophy, the charts below illustrate the target annual total direct compensation (base salary, target short-term incentive opportunity and the grant date fair value of long-term equity-based incentives awarded in 2020) of our current CEO and the other current NEOs for fiscal 2020.

Note that, while CEO 2020 compensation reflects proportionally less Long-Term Incentive than All Other NEOs, his total compensation since appointment includes significant outstanding performance-based grants. See "Outstanding Equity Awards at 2020 Fiscal Year End."

Our Compensation Practices and Policies

We believe the Company’s practices and policies promote sound compensation governance and are in the best

interests of our shareholders and executives:


What We Do		What We Don’t Do
ü	Heavy emphasis on variable pay	X	No excise tax gross ups
ü	Double-trigger change-in-control provisions	X	No guaranteed bonuses
ü	Stock ownership guidelines	X	No excessive perquisites
ü	Independent compensation consultant	X	No option repricing
ü	Risk assessment	X	No hedging or pledging
ü	Claw Back Policy
ü	Heavy emphasis on performance-related incentive programs

How We Determine Executive Compensation

The Role of the Compensation and Talent Committee

The Compensation and Talent Committee oversees the executive compensation program for our executive officers. The Compensation and Talent Committee is comprised of independent, non-employee Directors. The Committee works very closely throughout the year with its independent compensation consultant and management to examine the effectiveness of the Company’s executive compensation program. The Compensation and Talent Committee makes all final compensation and equity award decisions regarding our executive officers, except for the CEO, whose compensation is determined by the independent members of the full Board, based upon recommendations of the Compensation and Talent Committee. Details of the Compensation and Talent Committee’s authority and responsibilities are specified in the Compensation and Talent Committee charter, which may be accessed at our website at http://ir.covetrus.com.

We generally establish the performance targets for our executive officers during the first quarter of each fiscal year based on our annual operating plan, which is established by our management team and approved by our Board of Directors. Our operating plan reflects what management and the Board of Directors believe is achievable if we successfully execute our operational strategies. The financial performance targets used for purposes of executive compensation are generally set based on the operating plan targets for performance. Our compensation decisions also consider published industry survey and peer group data.

The Role of Management

Members of our management team attend regular meetings where executive compensation, Company and individual performance, and competitive compensation levels and practices are discussed and evaluated. Only the Compensation and Talent Committee members can vote on decisions regarding non-CEO executive officer compensation. In accordance with Nasdaq rules, our CEO was not present when his compensation was being discussed or approved and did not vote on executive compensation matters, and neither he nor other members of management attend executive sessions of the Compensation and Talent Committee.

The Role of the Independent Compensation Consultant

Per the Compensation and Talent Committee’s charter, the Compensation and Talent Committee has the authority to retain an independent compensation consultant to provide expertise on competitive pay practices, program design, and an objective assessment of any inherent risks of Company programs. For 2020, the Compensation and Talent Committee engaged Pearl Meyer as its independent compensation consultant for matters related to executive compensation. The nature and scope of the assignments for Pearl Meyer for 2020 regarding executive compensation included:

•Reviewing our peer group to determine the appropriateness of its composition;

•Preparing executive compensation pay studies and competitive assessments to compare our executive compensation program to our peer group and published industry survey data;

•Preparing Board of Directors’ compensation studies and competitive assessments to compare our board compensation philosophy to our peer group and survey data;

•Providing input on structuring of incentive-based awards to fit our overall compensation philosophy; and

•Advising on regulatory changes and their potential impact on our executive compensation programs along with any other aspects of our compensation program.

The Compensation and Talent Committee has conducted an independent assessment of Pearl Meyer in accordance with SEC and Nasdaq rules. Based on this review, we are not aware of any conflict of interest raised by the work performed by Pearl Meyer that would prevent them from serving as independent compensation consultants to the Compensation and Talent Committee. Pearl Meyer reported directly to the Compensation and Talent Committee and did not provide any additional services to management. The Compensation and Talent Committee reviewed its engagement with Pearl Meyer and believes there are no conflicts of interest between these firms and the Compensation and Talent Committee or the Company.

Market Data and Peer Group Analysis

For purposes of comparing our executive compensation program with market practices, our Compensation and Talent Committee, with the assistance of its independent compensation consultant, reviewed executive compensation benchmarks from an identified peer group of publicly traded companies. We refer to the group of identified companies as the “Covetrus Peer Group.”

In reviewing potential changes to the peer group, the Compensation and Talent Committee analyzed each company in the Covetrus Peer Group to ensure that it generally fits our selection criteria and that the Peer Group’s financial summary statistics (the median in particular) are generally aligned with our current size, operating profile and business focus. In recognition of the Company's current annual revenue, valuation, and diverse lines of business, we focused on companies offering comparable services and products, that are of a comparable size with respect to revenue and market capitalization. With our focus on driving our technology-based solutions for our veterinary customers that help deliver animal health, products and pharmacy solutions, we focus on finding peers with a technology focus, where possible.

As a result of its review, the Compensation and Talent Committee has identified the following companies as comprising the Covetrus Peer Group:


Animal Health
Catalent			IDEXX Laboratories
Elanco Animal Health			Zoetis
Supply Chain
DENTSPLY SIRONA			Quest Diagnostics
Henry Schein			Chewy, Inc.
Patterson Companies, Inc.
Health IT
Allscripts Healthcare Solutions			Citrix Systems
Cerner			WEX

In 2021, our Compensation and Talent Committee will continue to review the companies in the Covetrus Peer Group to confirm that they remain appropriate benchmarks. The Compensation and Talent Committee will seek, when practical, to maintain consistency in the peer group from year to year.

In addition to reviewing the executive compensation practices of companies in the Covetrus Peer Group, our Compensation and Talent Committee, with the assistance of Pearl Meyer, also reviewed executive compensation from published industry surveys for purposes of comparing our executive compensation program with market practices. We refer to these surveys collectively as the “published industry survey data.”

Our Compensation and Talent Committee reviews all such market pay data for our executives to establish base salary, target annual cash compensation and total direct compensation (base salary, annual target cash incentive compensation and grant date fair value of equity-based awards) that are within a reasonably competitive range. Our Compensation and Talent Committee uses target percentiles from the Covetrus Peer Group and published industry survey data as factors when setting the compensation of our executive officers, but also considers the experience, performance levels and potential performance levels of the executive officer, challenges facing the Company and changes in duties and responsibilities. Our Compensation and Talent Committee believes that if an executive officer contributed to the achievement of performance goals established by the Compensation and Talent Committee, then the executive officer should have the opportunity to receive compensation that is competitive with comparable industry norms. Therefore, the Compensation and Talent Committee considers the compensation levels of our executive officers in comparison to the percentiles from survey data for similarly situated executives, but such percentiles do not on their own drive our compensation levels ─ rather, they are used as a market reference.

The 2020 Executive Compensation Program in Detail

Base Salaries

Base salary represents annual fixed compensation and is a standard element of compensation necessary to attract and

retain executive leadership talent. In making base salary decisions, the Compensation and Talent Committee considers each executive’s position and level of responsibility within the Company, length of service, experience, expertise, knowledge and qualifications, market factors, and the industry in which we operate and compete for talent.

The Compensation and Talent Committee approved annual base salary rates for our current and established NEOs as follows:


Name			2020 Base Salary
Benjamin Wolin			$1,000,000
Stuart Gleichenhaus			—
Matthew Foulston 1			$600,000
Dustin Finer			$480,000
Georgina Wraight			$550,000
Michael Ellis			$550,000

1 Mr. Foulston joined the Company on June 1, 2020. Mr. Foulston replaced Stuart Gleichenhaus, who was the Interim Chief Financial officer from December 16, 2019 until May 31, 2020. Mr. Gleichenhaus continued as an advisor of the Company through September 18, 2020.

During the early stages of the pandemic, our NEOs agreed to salary reductions to support the business through the difficult period and uncertainty caused by COVID. The salary reductions began effective April 1, 2020 (June 1, 2020 for Mr. Foulston) and concluded on July 1, 2020, when the Company reinstated all salaries. The following table provides the amounts of foregone base salaries for our NEOs during the applicable period.


	Pay Reduction	Pay Reduction Period
Benjamin Wolin	$64,423	April 1 – July 1, 2020
Stuart Gleichenhaus	—	—
Matthew Foulston	$7,788	June 1 – July 1, 2020
Dustin Finer	$30,923	April 1 – July 1, 2020
Georgia Wraight	$35,433	April 1 – July 1, 2020
Michael Ellis	$34,375	April 1 – July 1, 2020

Short-Term Incentive Plan (“STIP”)

The 2020 Annual Incentive Plan provided our NEOs the opportunity to earn a performance-based annual cash bonus. Actual bonus payouts depend on the achievement of pre-established financial performance objectives and can range from 0% to 150% of target award amounts. Target annual bonus opportunities are expressed as a percentage of base salary and were established based on the NEO’s level of responsibility and his or her ability to impact overall results. The Compensation and Talent Committee also considered market data in setting target award amounts.

Our 2020 Annual Incentive Plan measured performance against two key measures: (a) Consolidated Sales or Revenue (40%), and (b) Consolidated Adjusted EBITDA (60%). This is a change from the 2019 Annual Incentive Plan which had included modified cash flow as an additional measure. The Compensation and Talent Committee decided to remove modified cash flow as a metric given that (a) Consolidated Adjusted EBITDA captures the same measure and (b) modified cash flow can be more subjective. Performance measures are generally established in the first quarter of each year based on our annual operating plan and what the Compensation and Talent Committee believes is a challenging level of performance that the Company could achieve if the operational strategies are successfully executed. The Compensation and Talent Committee believes that these performance measures correlate strongly with shareholder value and that using a combination of metrics provides a more effective way to measure our executive team's ability to create sustainable EBITDA growth and successfully manage our liquidity. Consolidated Sales measures top-line growth and Adjusted EBITDA measures profitability. When our Compensation and Talent Committee approved the 2020 Annual Incentive Plan, it believed each of the target levels was aggressive, but achievable, based on the Company’s annual operating plan for 2020.

The following table shows the financial performance necessary to achieve threshold, target and maximum bonus payout amounts, along with actual results for 2020:


Performance Metric	Weight	Performance Range (Millions)			Actual Results
		Threshold (85%)	Target (100%)	Maximum (115%)
Consolidated Sales	40.0%	$3,599	$4,234	$4,869	$4,353
Consolidated Adjusted EBITDA 1	60.0%	$188	$221	$254	$231

1 Adjusted EBITDA, a non-GAAP measure, is defined as net income or loss before interest, taxes, depreciation, stock-based compensation, and amortization, adjusted for certain non-operating charges, such as restructuring, mergers and acquisitions, and management change expenses (among others), and, for purposes of the Annual Incentive Plan, normalized for the impact of foreign exchange fluctuations.

2 Consolidated Adjusted EBITDA for 2020 reflects a $4M legal reserve related to historic litigation at Vets First Choice. See Exhibit A for a detailed reconciliation of net income to Adjusted EBITDA.

The actual award payout for each NEO is calculated by multiplying the target award opportunity, prorated for the duration of period worked in his or her position, by the percentage of performance achieved for each component, then multiplying this amount by the relative weighting of each component. For performance in between threshold and target, or in between target and maximum, payouts are interpolated. If threshold levels of performance are not achieved, no awards are paid for that component.


Performance Metrics	Weight	Achievement	Payout %
Consolidated Sales	40%	102.81%	109.37%
Consolidated Adjusted EBITDA	60%	104.26%	114.20%
	100%		112.26%

The target bonus, the relative weightings assigned to each component, and the calculation of the amounts earned under the 2020 Annual Incentive Plan for each NEO, is set forth in the table below:


Name	Target Annual Incentive Opportunity (as a % Base Salary)*	Bonus Paid ($)	Total Award Earned (as % of Target)
Benjamin Wolin	100%	1,082,621	112.26%
Stuart Gleichenhaus	—	—	—
Matthew Foulston	75%	295,373	112.26%
Dustin Finer	75%	404,137	112.26%
Georgina Wraight	75%	463,073	112.26%
Michael Ellis **	75%	463,073	112.26%

*For an NEO who experienced a change in compensation in 2020, the 2020 STIP Target was prorated based upon the date of the change in compensation; the 2020 STIP Target was not adjusted for the voluntary waiver of the portion of base salary due to the impact of the COVID-19 pandemic as described in the section titled "Base Salaries" in this CD&A.

**One–Time Award

In addition to his Annual Incentive Opportunity, Mr. Ellis was given the opportunity to earn a one-time special bonus for 2020 with a target value of $300,000, based upon achievement of applicable goals, specifically regarding Mr. Ellis’s agreement to take on the additional responsibilities of our North American business while we looked for a successor to our head of our North American group. Mr. Ellis assumed these additional responsibilities from January 2020 until July 2020 when we hired an individual to be the head of our North American group. The Compensation and Talent Committee awarded Mr. Ellis 91.47% of his target for his one-time 2020 bonus, or $274,406.

Long-Term Equity Incentive Compensation

Our executive officers are eligible to participate in our long-term equity incentive compensation program, which is designed to motivate our executives to achieve long-term performance goals and to ensure goal alignment with our shareholders. Long-term equity incentive compensation is intended to represent the largest portion of total compensation for our executive officers.

Generally, our Compensation and Talent Committee awards equity-based awards to our executive officers when they join the Company, are promoted, in recognition of performance and to support our retention objectives. The Compensation and Talent Committee bases these awards on the executive officer’s job level and experience, the requirements and importance of the position, individual contributions, and the need to retain qualified officers. The Compensation and Talent Committee also considers compensation for similar roles based on the Covetrus Peer Group and published industry survey data.

In conjunction with our desire to add performance metrics to our long-term incentive plan and in support of our New Way to Work (NWOW) initiative, the Compensation and Talent Committee approved a long-term equity incentive program for our NEOs for 2020 consisting of approximately 40% of equity awards granted in the form of restricted stock units ("RSUs"), and approximately 60% of equity awards granted in the form of performance-based stock units ("PSUs"). For our Chief Executive Officer, the Compensation and Talent Committee took into account the RSU awards made for the interim CEO position in 2019 and granted 100% PSUs in 2020 to ensure alignment with the rest of the NEO team. The Compensation and Talent Committee believes that using performance-vesting and time-vesting equity vehicles reinforces both performance and retention of executives while aligning their interests with those of our shareholders. The following chart summarizes the components of our 2020 equity awards:


Award Type	Weight	Overview
RSUs	40%	RSUs are intended to provide the NEOs with the economic equivalent of a direct ownership interest in the Company during the vesting period and provide the Company with significant retention security regardless of post-grant share price volatility. RSUs vest in three equal annual installments.
PSUs	60%	PSUs provide meaningful incentives for management to execute on the longer-term financial and strategic growth goals that drive shareholder value creation because they only vest if applicable performance goals are achieved. Details of the NWOW PSUs awards are provided below.

The company rolled out the NWOW program for 2020 to help the company perform and grow more aggressively than what had traditionally been budgeted. Specifically, the plan incentivized incremental EBITDA growth in seven pre-defined workstreams led by the NEOs in addition to a consolidated incremental EBITDA growth target. In order to earn the NWOW PSUs, the company must achieve against established incremental Adjusted EBITDA run rates set at the beginning of the performance period for each of the 3 years of the complete performance cycle. While the targets are established for all three years at the beginning of the period, the awards are earned and vest annually.

Consolidated corporate goals were set for the CEO, CFO, and the CAO. Adjusted EBITDA metrics for the EVP & President, Global Technology Services and the EVP & President, Europe are weighted 60% based on their workstream responsibility and 40% based on the consolidated corporate goals.

Goals for the 2020 performance cycle for our NEOs are provided below. Performance for the 2020 cycle of the NWOW PSU plan ran from January 1, 2020 to March 31, 2021. Future performance years will align with our fiscal year of January through December. As a result, any PSU awards earned for performance in the 2020 performance cycle vest after Q1 of 2021. Since the determination as to whether or not the awards have been earned occurs after March 31, 2021, the results of such determination will be reported in our next annual proxy.

NWOW PSU Performance Period (1/1/2020 – 3/31/2021)


Named Executive Officer	Performance Metrics	Performance Metrics Weightings	PSUs earned as a Percent of Target
Benjamin Wolin	Consolidated Adjusted EBITDA Run Rate	100%	Min – 0% Target – 100% Max – 125%
Matthew Foulston	Consolidated Adjusted EBITDA Run Rate	100%
Dustin Finer	Consolidated Adjusted EBITDA Run Rate	100%
Georgia Wraight	1.GTS Merger and Product Road Map Adjusted EBITDA Run Rate 2.Consolidated Adjusted EBITDA Run Rate	1.60% 2.40%
Mike Ellis	1.Avancer 2.0 Adjusted EBITDA Run Rate* 2.CONA Commercial Adjusted EBITDA Run Rate 3.Consolidated Adjusted EBITDA Run Rate	1.36% 2.24% 3.40%


NEO	Total Award Value at Target	Total # of PSUs at Target	PSUs Eligible to Vest in 2021
Benjamin Wolin	$2,500,000	401,929	133,976
Matthew Foulston	$900,000	74,937	24,979
Dustin Finer	$1,750,000	127,737	42,579
Georgina Wraight	$1,750,000	127,737	42,579
Michael Ellis	$1,750,000	127,737	42,579

Further details of the awards granted to our executives in fiscal year 2020 are found in the Grants of Plan Based Awards table shown on page 35.

*Avancer 2.0 is a metric specific to Mr. Ellis, designed to drive programs to increase sales of the Company's private brand products.

2021 Long-Term Incentive Program

In 2021, the Company will move away from NWOW equity awards and will utilize a more traditional PSU instrument. The 2021 PSUs will be based on a three-year plan that has annual targets set at the beginning of the three-year performance period. The PSU awards will vest at the end of the three-year performance period.

The changes in the plan design are intended to drive longer term sustainable growth while further simplifying our compensation programs after consultation with management, the Committee and our ongoing dialogue with our shareholders.

Other Compensation Practices, Policies and Guidelines

Stock Ownership Guidelines

Our executive officers are subject to stock ownership guidelines, which were designed to further align their interests with those of our shareholders. These guidelines are also designed to encourage our executive officers to manage the Company from an owner’s perspective. Our stock ownership guidelines for our executive officers were amended in March 2020 to provide greater holding requirements and additional restrictions on disposition, as follows:


Position			Guideline
Chief Executive Officer			Five (5) times annual base salary
Direct Reports of the CEO			Three (3) times annual base salary
Other Executive Officers			Two (2) times annual base salary

The following count towards the achievement of these guidelines:

•stock owned outright, including stock owned jointly with a spouse or separately by a spouse and/or children;

•shares held in a trust for the economic benefit of the executive or his/her spouse and/or children;

•vested restricted stock and restricted stock units; and

•shares underlying fully vested, but unexercised in the money stock options.

Executive officers have five (5) years from the date of hire or date of appointment to attain compliance with the stock ownership guidelines. Each of our NEOs is on track to achieve compliance within the required period.

Anti-Hedging and Pledging Policy

Pursuant to our Insider Trading Policy, we prohibit our employees, including the NEOs and members of the Board, from engaging in any hedging or monetization transactions relating to our equity securities, including through the use of financial instruments such as prepaid variable forwards contracts, equity swaps, collars and exchange funds. We also prohibit our employees, including the NEOs and members of the Board, from holding our equity securities in a margin account or otherwise pledging our equity securities as collateral for a loan.

Claw Back Policy Adoption

During the summer of 2020 and effective on October 2, 2020, the Compensation and Talent Committee worked with management to adopt a Claw Back Policy. The Claw Back Policy is a stand-alone policy that applies to all Section 16 Officers as well as all direct reports to the Chief Executive Officer, which includes all of our NEOs. The Claw Back Policy applies to bonuses and awards under the Short-Term Incentive and Long-Term Incentive plans of the Company and under the Company's deferred compensation plans where the contributions are based on the achievement of financial results. Prior to adoption of this stand-alone Claw Back Policy, the Company had Claw Back rights to all Long-Term Incentive awards pursuant to the terms of its Omnibus Incentive Plan documents. The adoption of the stand-alone Claw Back Policy expands the scope of the Company’s Claw Back rights to include Short-Term Incentive awards under the Company's Annual Incentive Plan.

Compensation and Talent Committee Charter Changes

On October 2, 2020, the Compensation and Talent Committee amended its charter to include responsibility and oversight of the Company’s talent development and Diversity and Inclusion strategy and initiatives.

Other Benefits and Perquisites

Our U.S. based executive officers are eligible to participate in all U.S. employee benefit plans, in each case on the same basis as other U.S. employees who work at least 30 hours per week. These benefits include health and dental insurance, life and disability insurance, and a 401(k) plan. We match employee contributions to our 401(k) plan at 100% on the first 3% of the participating employee's eligible compensation contributed and 50% on the next 2%, resulting in a maximum company match of 4% of the participating employee’s eligible compensation, subject to certain additional statutory limitations. We also offer an employee stock purchase plan for U.S. based employees that allows participants to purchase shares of our common stock at a 15% discount to the market price, determined pursuant to the plan. Our non-U.S. based executive officers are entitled to such employee benefits as statutorily prescribed in their home countries and to certain other market prevalent practices.

Other executive benefits and perquisites are not a significant part of our compensation program. In special cases, such as in connection with hiring a new executive officer, we have reimbursed our executive officers for reasonable relocation expenses, associated tax payments and paid sign-on bonuses. We believe these benefits were necessary in order to attract such individuals to join our company and are consistent with market practices.

None of our NEOs are entitled to tax gross-up payments for golden parachute payments or for non-qualified deferred compensation under the terms of their employment agreements.

Agreement for Services of Stuart B. Gleichenhaus

On December 11, 2019, the Board appointed Stuart B. Gleichenhaus as the Company’s Interim Chief Financial Officer, effective December 16, 2019. On December 13, 2019, the Company entered into an engagement letter with FTI Consulting (the “Engagement Letter”) for the provision of Mr. Gleichenhaus as Interim Chief Financial Officer effective December 16, 2019. In connection with the retention of Matthew Foulston as the Company’s full-time Chief Financial Officer, the Company terminated the Engagement Letter and effective June 1, 2020, Mr. Foulston replaced Mr. Gleichenhaus as the Chief Financial Officer of the Company. Mr. Gleichenhaus was not an employee of the Company and did not receive any compensation directly from the Company in connection with his services as the Company’s Interim Chief Financial Officer.

Risk Assessment

We believe that a majority of an NEO’s total compensation should be variable compensation, meaning it should be tied to the Company’s financial performance. However, because incentives play a large role in our compensation programs, we strive to ensure that they do not result in actions that may conflict with the long-term best interests of the Company and our shareholders. Therefore, the Compensation and Talent Committee evaluates our plans and policies (applicable to executive officers and employees) for attributes that could cause excessive risk-taking. We concluded that our programs and policies do not encourage excessive risk-taking because: (a) the salary component of our program is a fixed amount and approved by the Compensation and Talent Committee; (b) the majority of the average compensation paid to our executive officers is delivered in the form of equity ownership, which aligns the interest of our executive officers with those of our shareholders; (c) NEOs are subject to our stock ownership guidelines; and (d) the annual cash-based incentive and long-term incentive plans are designed with risk-mitigating characteristics such as (i) maximum award payouts based on the attainment of various and continually evolving Company financial objectives which diversify risks associated with a single indicator of performance, (ii) our equity-based incentives encourage a longer-term focus, and (iii) review and approval of final awards by our Compensation and Talent Committee (and the independent members of the full Board in the case of the CEO), which is composed entirely of independent directors who have discretion under our plans to approve, modify, or eliminate any award earned.

Employment and Severance Agreements with our NEOs

Our NEOs are entitled to benefits in the event their employment terminates under specified circumstances. Our Compensation and Talent Committee believes that the severance and change of control benefits offered are appropriate to properly retain the executive during a change in control process. Our Company also benefits under these arrangements by requiring the executive officer to sign a general release of claims against the Company, including non-competition and non-solicitation provisions, as a condition to receiving severance or change in control benefits. Our Compensation and Talent Committee believes these arrangements also protect shareholder interests by enhancing our executive officers' focus during a potential or actual change in control by providing incentives to the executive officers to remain with the Company despite uncertainties about their future roles at the Company while a transaction is under consideration or pending.

Pursuant to their employment agreements, none of our executive officers are entitled to tax gross-ups or gross-ups for golden parachute payments or for non-qualified deferred compensation. Material terms of the employment agreement with each NEO are as follows:

Benjamin Wolin’s Employment Agreement. The Company and Mr. Wolin entered into an agreement, effective March 20, 2020, to reflect Mr. Wolin’s appointment as full-time President and Chief Executive Officer. Mr. Wolin’s agreement continues until terminated in accordance with its terms and entitles him to an annual base salary of $1,000,000 and an annual target bonus opportunity equal to 100% of base salary. If Mr. Wolin is terminated by the Company without cause or resigns for good reason, Mr. Wolin is entitled to receive continued base salary for 18 months, a pro-rated annual bonus, and continued COBRA coverage for 18 months. In addition, a portion of any performance-based equity awards which would have vested if the vesting period for such awards ended on the date of termination, based upon the actual level of performance through the termination date, vest immediately prior to the termination date, and any time-based equity awards will vest as to an additional number of shares equal

to the number of shares that would have vested if he had continued working for 12 months after the date of termination the agreement. The agreement also provides that if Mr. Wolin’s employment is terminated by the Company without cause, or by him for good reason, within three months before, or 24 months after, a change in control of the Company, Mr. Wolin will, subject to signing a release, be entitled to receive, in addition to any unpaid salary, benefits and bonus earned the preceding year, 18 months base salary, plus a pro-rata portion of his bonus at target level for the year of termination, each paid in a lump sum, and COBRA coverage for a period of eighteen months. In addition, a portion of any performance based equity awards shall vest immediately prior to the termination date with such pro-rata portion to be determined by a formula based on the length of Mr. Wolin’s employment through the termination date and any unvested time-based vesting equity awards will accelerate and become fully vested.

Matthew Foulston’s Employment Agreement. The Company and Mr. Foulston entered into an agreement, effective June 1, 2020, to reflect Mr. Foulston’s terms and conditions of employment as our Executive Vice President and Chief Financial Officer. Mr. Foulston’s employment agreement entitles him to an annual base salary of $600,000 and an annual target bonus opportunity of 75% of his annual base salary. In connection with his entry into the employment agreement, the Company granted Mr. Foulston a one-time “new hire” equity grant with a grant date value equal to $2,250,000. Sixty-percent (60%) of the new hire grant was in the form of RSUs, subject to ratable time-based vesting over three years, and forty-percent (40%) of the new hire grant was in the form of performance-based stock units (“PSUs”), which PSUs vest based on the achievement of certain performance goals in line with the same plan as the other NEOs. If Mr. Foulston is terminated by the Company without cause or resigns for good reason (which includes non-renewal of the employment term by us), Mr. Foulston is entitled to receive continued base salary for 12 months, an amount equal to his target annual bonus, payable at the same time that bonuses are otherwise paid to Company employees, and continued COBRA coverage for 18 months. The agreement also provides that if Mr. Foulston’s employment is terminated by the Company without cause, or by him for good reason, within two months before, or 12 months after, a change in control of the Company, he is entitled to receive a multiple of one time his base salary, plus target bonus opportunity, COBRA coverage for 18 months, and the acceleration of all unvested equity.

Dustin Finer’s Employment Agreement. The Company and Mr. Finer entered into an agreement, effective November 1, 2019, which governs the terms and conditions of his employment as our Chief Administrative Officer. Mr. Finer’s employment agreement entitles him to an annual base salary of $480,000 and an annual target bonus opportunity of 75% of annual base salary. If Mr. Finer is terminated by the Company without cause or resigns for good reason (which includes non-renewal of the employment term by us), Mr. Finer is entitled to receive continued base salary for 12 months, a pro-rated annual bonus, and continued COBRA coverage for 12 months. The agreement also provides that if Mr. Finer’s employment is terminated by the Company without cause, or by him for good reason, within two months before, or 12 months after, a change in control of the Company, he is entitled to receive a multiple of one time his base salary, plus target bonus opportunity, COBRA coverage for 12 months, and the acceleration of all unvested equity.

Georgina Wraight’s Employment Agreement. Ms. Wraight’s employment agreement governs the terms and conditions of her employment as our Executive Vice President and President, Global Technology Solutions. Ms. Wraight’s employment agreement entitles her to an annual base salary of $550,000 and an annual target bonus opportunity of 75% of annual base salary. If Ms. Wraight is terminated by the Company without cause or resigns for good reason (which includes non-renewal of the employment term by us), Ms. Wraight is entitled to receive continued base salary for 12 months, a pro-rated annual bonus, and continued COBRA coverage for 12 months. The agreement also provides that if Ms. Wraight’s employment is terminated by the Company without cause, or by her for good reason, within two months before, or 12 months after, a change in control of the Company, she is entitled to receive a multiple of one time her base salary, plus target bonus opportunity, COBRA coverage for 12 months, and the acceleration of all unvested equity.

Michael Ellis’s Employment Agreement. The Company and Mr. Ellis entered into an Amended and Restated Employment agreement, effective August 2020, to reflect Mr. Ellis’ promotion to Executive Vice President. Mr. Ellis’s employment agreement governs the terms and conditions of his employment as our Executive Vice President and President, Europe. Mr. Ellis’s employment agreement entitles him to an annual base salary of $550,000 and an annual target bonus opportunity of 75% of his annual base salary. In addition, Mr. Ellis’s employment agreement provided him with the opportunity to earn a special bonus for 2020 with a target value of $300,000, based upon achievement of applicable goals. This opportunity was based on Mr. Ellis’s agreement to take on the additional responsibilities of our North American business while the company looked for a successor to Matthew Leonard. Mr. Ellis assumed these additional responsibilities from January 2020 until July 2020 when we hired Matthew Malenfant, President, North America.

Any base salary and bonuses paid to Mr. Ellis pursuant to his employment agreement will be paid to him in pound sterling (GBP), and converted from US dollars based on a formula provided in his employment agreement. If Mr. Ellis is terminated by the Company without cause or resigns for good reason (which includes non-renewal of the employment term by us), Mr. Ellis is

entitled to receive continued base salary for 12 months, a pro-rated annual bonus, and any time-based vesting equity awards will vest as to an additional number of shares equal to the number of shares that would have vested if he had continued working for 12 months after the date of termination the agreement. The agreement also provides that if Mr. Ellis’s employment is terminated by the Company without cause, or by him for good reason, within two months before, or 12 months after, a change in control of the Company, he is entitled to receive a multiple of one time his base salary, plus target bonus opportunity, and the acceleration of all unvested equity.

Terms Applicable to All Employment Agreements with NEOs

The employment agreements described above contain restrictive covenants pursuant to which the NEOs have agreed to refrain from competing with us or soliciting our employees or customers for, in the case of Mr. Wolin, an 18-month period following Mr. Wolin’s termination of employment and, in the case of the other NEOs, a 12-month period following the executive’s termination of employment.

Payments and benefits under the employment agreements are reduced to the maximum amount that does not trigger the excise tax under Internal Revenue Code sections 280G and 4999 unless the NEO would be better off (on an after-tax basis) if the NEO received all payments and benefits and paid all excise and income taxes, and all severance payments described above are payable contingent on the applicable NEO’s execution and non-revocation of a release of claims against the Company.

For purposes of the employment agreements:

•“cause” generally means, subject to certain notice requirements and cure rights, the executive’s: (i) knowing and material dishonesty or fraud committed in connection with the executive’s employment; (ii) theft, misappropriation or embezzlement of our funds; (iii) repeatedly negligently performing or repeatedly negligently failing to perform, or willfully refusing to perform, the executive’s duties to us (other than a failure resulting from the executive’s incapacity due to physical or mental illness); (iv) conviction of or a plea of guilty or nolo contendere to any felony, a crime involving fraud or misrepresentation, or any other crime (whether or not connected with the executive’s employment) the effect of which is likely to adversely affect us or our affiliates; (v) material breach of any of the provisions or covenants set forth in the employment agreement; or (vi) a material breach of our Code of Business Conduct and Ethics for Employees, Executive Officers and Directors.

•“good reason” generally means, subject to certain notice requirements and cure rights, (i) material diminution of the executive’s authority, duties or responsibilities; (ii) a relocation of our offices at which the executive is principally employed to a location more than 50 miles from the location of such offices immediately prior to the relocation; (iii) a material diminution in the executive’s base salary; (iv) non-renewal of the employment agreement; or (v) any action or inaction that constitutes a material breach by us of a material provision of the employment agreement.

•“change in control” has the meaning set forth in our 2019 Omnibus Incentive Compensation Plan.

Tax and Accounting Considerations

In structuring our executive compensation programs, our Compensation and Talent Committee takes into account the impact of various tax and accounting rules, including the impact of Section 409A, Section 280G and Section 162(m) of the Internal Revenue Code, as well as Accounting Standards Codification (ASC) Topic 718.

Section 162(m) provides that a public company may not deduct, for federal income tax purposes, compensation in excess of $1,000,000 paid to certain executive officers for any one calendar year. Prior to the Tax Cuts and Jobs Act of 2017 (the "Tax Act"), this deduction limitation did not apply to certain “performance-based compensation” within the meaning of Section 162(m) and related guidance. However, the Tax Act eliminated the “performance-based compensation” exemption for tax years beginning after December 31, 2017. In addition, the Tax Act significantly expanded the definition of "covered employees" under Section 162(m), such that after December 31, 2017, all of our named executive officers are subject to the limitation on deductibility under Section 162(m).

Our Compensation and Talent Committee has not adopted a policy requiring all executive compensation to be fully deductible. However, the limitation on deductibility imposed by Section 162(m) is one of the considerations we take into account in designing our executive compensation programs. Our Compensation and Talent Committee reserves the right to use its judgment to authorize compensation payments that are not deductible by reason of the Section 162(m) limitation when it believes these payments are appropriate. Neither the company nor the Compensation and Talent Committee warrants that any compensation payable to an executive or other employee will be deductible.

2020 CEO Pay Ratio Summary

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of the individual identified as our median compensated employee and the annual total compensation of Mr. Wolin, our Chief Executive Officer.

For the fiscal year ending December 31, 2020, our last completed fiscal year:

•The annual total compensation of the individual identified as the median compensated employee of the Company (other than our CEO) was $44,910.

•The annual total compensation of our CEO, as reported in the Summary Compensation Table of this Proxy Statement, was $4,490,990.

As a result, for fiscal 2020, the ratio of the annual total compensation of Mr. Wolin, our CEO, to the annual total compensation of the median compensated employee was 100 to 1.

Methodology and Key Assumptions

To identify the median compensated employee and to determine the annual total compensation of the median compensated employee, we used the following assumptions and methodology:

•All of Covetrus’s 5,794 employees (excluding the CEO) as of November 1, 2020.

•Excluded employees in 10 countries totaling 4.8% of Covetrus’s population.

•The consistently applied compensation measure (CACM) we used included base salary, bonus, overtime, and commissions.

•Annualized base salary and bonus amounts in the CACM for individuals employed less than a full year. After identifying the median employee, we calculated annual total compensation for this employee using the same methodology we use for calculating the total compensation of our CEO as set forth in the Summary Compensation Table.

REPORT OF THE COMPENSATION AND TALENT COMMITTEE OF THE BOARD OF DIRECTORS

No portion of this Compensation and Talent Committee report shall be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), through any general statement incorporating by reference in its entirety the proxy statement in which this report appears, except to the extent that the Company specifically incorporates this report or a portion of it by reference. In addition, this report shall not be deemed filed under either the Securities Act or the Exchange Act.

The Compensation and Talent Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on such review and discussions, the Compensation and Talent Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2020.

COMPENSATION AND TALENT COMMITTEE

Edward McNamara (Chair)

Deborah G. Ellinger

Sandra Peterson

Sharon Wienbar

COMPENSATION TABLES

Summary Compensation Table

The following table presents information regarding compensation of each of the NEOs during 2020. A description of our compensation policies and practices as well as a description of the components of compensation payable to our named executive officers is included above under “Executive Compensation - Compensation Discussion and Analysis.”


Name and Principal Position	Salary 1	Stock Awards 2	Non-Equity Incentive Plan Compensation 3	All Other Compensation 4	Total
Benjamin Wolin President and CEO	$897,500	$2,500,000	$1,082,621	$10,869	$4,490,990
Stuart Gleichenhaus Former Interim Chief Financial Officer	-	-	-	-	-
Matthew Foulston Executive Vice President and Chief Financial Officer	$326,827	$2,250,000	$295,373	$7,373	$2,879,573
Dustin Finer Chief Administrative Officer	$449,077	$2,750,000	$404,137	$128,009	$3,731,223
Georgina Wraight Executive Vice President and President, Global Technology Solutions	$514,567	$2,850,000	$463,073	$26,146	$3,853,786
Michael Ellis Executive Vice President and President, Europe	$515,625	$2,850,000	$737,480	$64,910	$4,168,015

1 The amounts reflect the base salary earned by the NEOs during the fiscal year, giving effect to the voluntary waiver of a portion of his or her base salary due to the impact of the COVID-19 pandemic, as further described in the section titled "Base Salaries" in the CD&A.

2 Represents the grant date fair value of the awards computed in accordance with ASC 718. See the tables below "Outstanding Equity Awards at 2020 Fiscal Year End" for details on vesting of the awards.

3 The amounts reflect bonus payments to our NEOs under the 2020 Annual Incentive Plan. See Annual Incentive Plan.

4 All Other Compensation: Includes the following for each of the NEOs:


Name	Housing Allowance	Relocation	Car Allowance	Pension Allowance/ 401(k) Match	Family Private Healthcare Insurance	Critical Illness	Income Protection	Life Insurance with Death Benefit
Benjamin Wolin	-	-	-	-	$10,336	-	$504	$29
Stuart Gleichenhaus	-	-	-	-	-	-	-	-
Matthew Foulston	-	-	-	-	$6,973	-	$378	$22
Dustin Finer	$30,454	$77,917	-	$4,892	$13,947	-	$756	$43
Georgina Wraight	-	-	-	$11,400	$13,947	-	$756	$43
Michael Ellis	-	-	$15,753	$41,250	$2,266	$789	$2,882	$1,970

Grants of Plan Based Awards for Fiscal Year 2020

The following table sets forth information regarding all plan-based grants to our NEOs during the fiscal year ended December 31, 2020. The equity awards to our NEOs shown below were granted under our 2019 Omnibus Incentive Compensation Plan.


Name	Grant Date	Accounting Grant Date	Type of Award	Shares of Restricted or Performance Stock Units (#)	Maximum Shares of Performance Stock or Units (#)	Grant date fair value of stock awards 1
Benjamin Wolin	3/20/2020	5/1/2020	PSU	401,929	502,411	$4,389,065
Stuart Gleichenhaus	-	-	-	-	-	-
Matthew Foulston	6/1/2020	-	RSU	112,406	-	$1,786,131
		-	PSU	74,937	93,671	$1,190,749
Dustin Finer	1/14/2020	-	RSU	72,992	-	$999,990
		5/1/2020	PSU	127,737	159,671	$1,394,888
Georgina Wraight	1/14/2020	-	RSU	80,291	-	$1,099,987
		5/1/2020	PSU	42,579	53,223	$464,963
		5/1/2020	PSU	42,579	53,223	$464,963
		5/1/2020	PSU	42,579	53,223	$464,963
Michael Ellis	1/14/2020	-	RSU	80,291	-	$1,099,987
		5/1/2020	PSU	42,579	53,223	$464,963
		5/1/2020	PSU	42,579	53,223	$464,963
		5/1/2020	PSU	42,579	53,223	$464,963

1 The grant date fair value is the total amount that the company will recognize as expense under applicable accounting requirements if the shares awards fully vest. This amount is included in our Summary Compensation Table each year. Grant date fair values were calculated in accordance with ASC 718. The grant date fair value is calculated by multiplying the number of shares granted by the closing price of our common shares on the day the award was granted. With respect to the performance-based equity awards, the grant date fair value also represents the probable outcome of such performance conditions and represents the target (100%) level of achievement.

Outstanding Equity Awards at 2020 Fiscal Year End

The following tables set forth information regarding the outstanding equity awards held by each of our NEOs at December 31, 2020.


Name		Option awards				Stock awards
	Grant Date	Securities underlying unexercised options (#) exercisable	Securities underlying unexercised options (#) unexercisable	Option exercise price ($)	Option expiration date	Shares or units of stock that have not vested (#)	Market value of shares or units of stock that have not vested ($)
Benjamin Wolin	10/21/2019					259,389	$7,454,840
	3/20/2020					401,929	$11,551,439
Stuart Gleichenhaus	-	-	-	-	-	-	-
Matthew Foulston	6/1/2020					74,937	$2,153,689
	6/1/2020					112,406	$3,230,548
Dustin Finer	9/23/2019					51,881	$1,491,060
	1/14/2020					72,992	$2,097,790
	1/14/2020					127,737	$3,671,161
Georgina Wraight	1/28/2018	22,349	13,139	$8.60	1/28/2028
	1/28/2018	11,423	12,404	$8.60	1/28/2028
	1/28/2018	683	254	$8.60	1/28/2028
	1/28/2018	1,132	421	$8.60	1/28/2028
	2/27/2019	7,874	15,750	$37.47	1/28/2028
	2/27/2019					5,338	$153,414
	1/14/2020					80,291	$2,307,563
	1/14/2020

SEC Form DEF 14A filed by Covetrus, Inc.