SEC Form DEF 14A filed by Henry Schein Inc.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 22, 2025

Dear Stockholder:

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

The Annual Meeting will be held for the following purposes:

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

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

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

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

Melville, New York

April 9, 2025

135 DURYEA ROAD

MELVILLE, NEW YORK 11747

PROXY STATEMENT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Stockholder Communications

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

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

Stockholder Engagement

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

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

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

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

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PROPOSAL 1

ELECTION OF INCUMBENT DIRECTORS

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

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

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

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Key Skills & Qualifications

Other Boards

Organizations

Awards & Recognition

Education

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Professional Experience

Key Skills & Qualifications

Other Boards

Organizations

Education

8

9

10

11

12

13

14

Education

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

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

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PROPOSAL 2

ELECTION OF MAX LIN TO THE BOARD OF DIRECTORS

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

Strategic Partnership Agreement with KKR

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

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

Conditions to Proposal 2

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

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

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

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

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PROPOSAL 3

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

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

Strategic Partnership Agreement with KKR

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

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

Conditions to Proposal 3

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

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

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

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

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CORPORATE GOVERNANCE

Board of Directors Meetings and Committees

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

Independent Directors

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

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

Audit Committee

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

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

Compensation Committee

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

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

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

Use of Outside Advisors

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

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

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

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

Nominating and Governance Committee

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

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

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

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

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

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

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

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

Regulatory, Compliance and Cybersecurity Committee

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

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

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

Strategic Advisory Committee

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

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

Board of Directors’ Leadership Structure

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

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

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

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

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

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

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

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

Board of Directors’ Role in Oversight of Risk

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

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

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

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

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

Human Capital Matters

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

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

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

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

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Corporate Governance Guidelines

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

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

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

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

* Represents less than 0.50%.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Completion of our 2022-2024 BOLD+1 Strategic Plan

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

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

Executive Compensation Program Changes made in Fiscal 2024

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

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

Components of the Executive Compensation Program

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

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

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

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

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

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

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

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

Compensation Objectives and Strategy

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

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

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

Role of the Compensation Committee

General

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

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

Use of Outside Advisors

In making its determinations with respect to executive compensation, the Compensation Committee has historically engaged the services of an independent compensation consultant, Pearl Meyer. Pearl Meyer has also assisted the Compensation Committee with several special projects, including advice on director compensation. Other than the work of Pearl Meyer Leadership Consulting, a consulting unit of Pearl Meyer focused on management leadership and development, described on page 24 of this proxy statement,

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

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

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

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

Say-on-Pay Votes and Stockholder Feedback

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

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

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

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

Compensation Structure

Pay Element—Overview

The Company utilizes four main components of compensation:

Pay Elements—Details

Base Salary

The Compensation Committee annually reviews executive officer salaries and makes adjustments, as warranted, based on individual responsibilities and performance, Company performance in light of market conditions and competitive practice and benchmarking analyses of our peer companies. Salary adjustments are generally approved and implemented during the first quarter of the calendar year (typically in March). In March 2024, based on individual responsibilities and performance, the Company’s performance and competitive market data with respect to base salary pay practices, the Compensation Committee increased the base salaries for Messrs. Bergman and Breslawski by 4%, in line with the average increase for our U.S. employees and for Messrs. South, Mlotek and Ettinger (based on market adjustments following a benchmarking analysis of our peer companies) by 8.1%, 7.9% and 10.7%, respectively.

Annual Incentive Compensation

Annual incentive compensation for each of the Company’s executive officers is determined and paid under the Henry Schein Incentive Plan for such year. In March 2024, based on individual responsibilities and performance, the Company’s performance and competitive market data with respect to short-term cash compensation performance pay practices, the Compensation Committee increased the target bonuses under the 2024 HSIP for all Named Executive Officers (other than Messrs. South and Ettinger) by 4% and for Messrs. South and Ettinger (based on market adjustments following a benchmarking analysis of our peer companies) by 10% and 16.5%, respectively.

Components of the HSIP

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

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

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

2024 Company Financial/EPS Goal

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

The Compensation Committee sets the goals for HSIP awards such that incentive compensation is paid at less-than-median of the market awards when Company Financial/EPS Goals are not fully achieved and greater-than-median awards when goal(s) are exceeded. Following a benchmarking analysis of our peer companies, in February 2024, the Compensation Committee increased the maximum payout percentage for the Company Financial/EPS Goal under the 2024 HSIP to 200% (an increase from the maximum amount of 150% under the 2023 HSIP).

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

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

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

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

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

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

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

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During the first quarter of each calendar year in which the Company issues PSUs, the Compensation Committee (i) sets the target goal(s) designed to result in a payout equal to 100% under the PSUs to be granted during such year and (ii) approves the required adjustments to be made under the respective awards. For the 2022 LTIP, the target goal was a three-year cumulative EPS goal. For the 2023 LTIP and 2024 LTIP the target goals are a three-year cumulative EPS goal (weighted at 75% of the total PSU award) and a three-year average ROIC goal (weighted at 25% of the total PSU award). Similar to previous years, the Company completed a pre-defined process to adjust goals and to approve the adjustments to be applied to the actual results, in each case, based on adjustments required under the LTIP, for the applicable fiscal year’s awards. With respect to outstanding PSUs granted in 2022, 2023 and 2024 the EPS goal was adjusted for the effects during fiscal 2024 of the impact of share repurchases, completed and certain incomplete acquisitions and changes in foreign exchange rate. Accordingly, the Compensation Committee reduced the three-year EPS performance goal for the PSUs granted in 2022, 2023 and 2024 by 0%, 2% and 2%, respectively. These adjustments to the EPS goals were reviewed and approved by the Compensation Committee.

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Fiscal 2024 Annual LTIP Award

Based on a review of competitive market practices and individual performance, the Compensation Committee approved the LTIP awards set forth in the table below to the Named Executive Officers in fiscal 2024. Each such grant was made under the Company’s 2024 Stock Incentive Plan.

¹ Based on a review of competitive market practices and individual performance, the Compensation Committee revised the value of the annual equity grants under the 2024 LTIP for the Named Executive Officers as compared to the value of their respective annual LTIP awards granted in fiscal 2023 as follows: (i) Mr. Bergman’s value increased by 5% based on market adjustments following a benchmarking analysis and the terms of his amended and restated employment agreement (which employment agreement does not provide for an inducement grant in connection with entering into the new agreement and instead provides that beginning in 2023, the target grant date fair value of his award shall be not less than the median of the Company’s peer group (See “Employment Agreement and Post Termination and Change in Control Arrangements” under “Executive and Director Compensation”)) and (ii) Messrs. South, Mlotek, Ettinger and Breslawski’s annual values increased by 11.1%, 7%, 14.3% and 5%, respectively, based on market adjustments following a benchmarking analysis. The percentage increases over the prior year are based on the Named Executive Officers’ annual grants issued in 2023.

Under the 2024 LTIP, PSUs vest 100% on the third anniversary of the grant date (three-year cliff vesting) upon achievement of specified performance vesting goals, and RSUs vest 100% on the fourth anniversary of the grant date (four-year cliff vesting), in each case subject to continued service from the grant date until the applicable vesting date (except that the grants provide for pro-rated or accelerated vesting upon certain qualifying terminations such as retirement, death or disability, or termination without cause following a change in control (as defined in the 2024 Stock Incentive Plan)).

PSUs granted to Named Executive Officers that vested in Fiscal 2024 and March 2025

PSUs were not granted in fiscal 2021 and therefore no PSUs vested in fiscal 2024. PSUs were reinstated in fiscal 2022 and each year thereafter.

In March 2025, the 2022 LTIP PSUs granted to the Named Executive Officers (including Mr. Bergman) vested. With respect to the 2022 LTIP PSUs, the Compensation Committee set the three-year cumulative EPS at $15.68, representing the target goal designed to result in an LTIP award payout equal to 100%. Similar to previous years when PSUs vested, the Compensation Committee completed a pre-defined process to adjust the goal and to approve the adjustments that were made to the actual results, in each case, based on adjustments authorized under such LTIP program for the applicable fiscal year’s awards. For the 2022 LTIP PSUs, the goal was adjusted to account for the impact of share repurchases, completed and certain incomplete acquisitions, changes in foreign exchange rate and the financial impact of COVID-19 test kit earnings. The three-year cumulative EPS performance goal for the 2022 LTIP PSUs was $13.77 (as adjusted) and the actual three-year cumulative EPS was $11.30 (as adjusted). These adjustments were reviewed and approved by the Compensation Committee. Such awards vested with an achievement of 82.1% of the EPS performance goal and a payout awarded in shares of Company common stock equal to 0% of the original number of units underlying the award granted (based on target goal performance). The main factors in the 0% payout were lower sales as a result of macro-economic conditions and slower recovery of business from the impact of the October 2023 cyber incident, and lower pricing for personal protective equipment (PPE) products as compared to the estimates used when creating the three-year cumulative EPS goal in 2022, as well as impairment charges and changes in contingent considerations recorded in 2022, 2023 and 2024, and an increase in amortization expense following acquisition activity in

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2023 and 2024. The Compensation Committee reviewed the performance of the Company and the resulting payout and determined no adjustments would be made to the 0% payout for any recipient of 2022 PSUs (including the Named Executive Officers).

Benefits and Perquisites

The Company’s executive compensation program also includes benefits and perquisites. For fiscal 2024, these benefits include annual matching contributions of up to 7% of base salary to executive officers’ 401(k) Plan accounts, annual allocations to the Company’s Supplemental Executive Retirement Plan (“SERP”) accounts, health benefits, life insurance coverage, disability and business travel insurance. The Company also maintains a deferred compensation plan (the “Deferred Compensation Plan”) under which the Named Executive Officers may participate. The Company does not make any contributions to the Deferred Compensation Plan and all amounts outstanding under the Deferred Compensation Plan consist solely of participant contributions. The Company annually reviews these benefits and perquisites and makes adjustments as warranted based on competitive practices and the Company’s performance.

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

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

Pay Mix

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

For executive officers, the mix of compensation is weighted heavily toward at-risk pay (performance-based annual incentives and long-term incentives). Maintaining this pay mix results fundamentally in a pay-for-performance orientation for our executives, which is aligned with our stated compensation philosophy of providing compensation commensurate with performance, while targeting pay at approximately the 50^th percentile of the competitive market, other than in very limited circumstances where a deviation may be appropriate based on factors such as expertise and experience, leadership, performance and the competitive landscape.

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

Pay Levels and Benchmarking

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

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responsible for approving pay levels for the executive officers. In determining the pay levels, the Compensation Committee considers all forms of compensation and benefits.

The Compensation Committee assesses competitive market compensation using a number of sources. One of the data sources used in setting competitive market levels for the executive officers is the information publicly disclosed by a peer group of the Company, which is reviewed annually and may change from year to year. The peer group of companies is set by the Compensation Committee and consists of companies engaged in the distribution and/or manufacturing of healthcare products or industrial equipment and supplies. The Compensation Committee determines the peer group of companies based on the following considerations, among other things: (i) Global Industry Classification System or GICS; (ii) companies listed as peers by our current list of peer companies and certain third-party advisory firms and (iii) company size, including, among other things, size by market capitalization, revenue and number of employees. Based on such analysis and with the assistance of the Compensation Committee’s independent compensation consultant, Pearl Meyer, in September 2023, the Compensation Committee updated the peer group of companies to be used for benchmarking when designing the Company’s compensation program for fiscal 2024 (including, without limitation, benchmarking executive officer (including CEO) compensation, non-employee director compensation, stock plan cost metrics, program design features and financial performance results analyses). The number of peer companies increased from 13 to 20 (removing two companies and adding nine companies). The Company ranks near the median of the new peer companies in revenues, gross profit and equity market capitalization value. Including more companies in the peer group is consistent with practices of larger healthcare distribution companies and most other current peers. These changes resulted in minimal impact on median CEO pay references. Accordingly, the fiscal 2024 peer group includes the following companies: Cencora, Inc. (formerly AmerisourceBergen Corporation); Avantor, Inc.; Baxter International Inc.; Cardinal Health, Inc.; DaVita Inc.; Dentsply Sirona Inc.; Encompass Health Corporation; Genuine Parts Company; Insight Enterprises, Inc.; Laboratory Corporation of America Holdings; Owens & Minor, Inc.; Patterson Companies, Inc.; Quest Diagnostics Incorporated; Select Medical Holdings Corporation; Steris PLC; Tenet Healthcare Corporation; Universal Health Services, Inc.; US Foods Holding Corp.; WESCO International, Inc. and W.W. Grainger, Inc. At management’s direction, Willis Towers Watson, a professional services/human resources consulting company, prepares a survey containing the peer group analysis and comparative data for companies with revenues between $9 billion and $17 billion for the Company. This information is shared with the Compensation Committee and the Compensation Committee reviews such information with Pearl Meyer, an independent compensation consultant.

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

Relative to the competitive market data, the Compensation Committee generally intends that the base salary, target annual incentive compensation and equity-based compensation for each executive will be at the median of the competitive market, other than in very limited circumstances where a deviation may be appropriate based on factors such as expertise and experience, leadership, performance and the competitive landscape.

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

Conclusion

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

Post Termination and Change in Control

The Company believes that a strong, motivated management team is essential to the best interests of the Company and its stockholders. To that end, we have an employment agreement with Mr. Bergman (which includes a change in control provision) and we have had change in control agreements with certain executive officers (including Messrs. Mlotek, Ettinger and Breslawski). Additionally, in May 2022, the Compensation Committee approved the adoption of the Henry Schein, Inc. Executive Change in Control Plan (the “CIC Plan”) which applies to those executive officers who are not already a party to a change in control agreement with the

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Company (including Mr. South). The terms and conditions set forth in the CIC Plan are substantially similar to the terms and conditions contained in the change in control agreements.

The change in control agreements and the CIC Plan each provide for certain payments to be made upon termination of employment under certain circumstances, including if the executive’s employment is terminated by the Company without cause or by the executive for good reason within two years following a change in control of the Company. (See “Employment Agreement and Post Termination and Change in Control Arrangements” under “Executive and Director Compensation” for a discussion of these agreements.) The Company does not provide any tax gross-ups to our Named Executive Officers (other than for relocation expenses).

Stock Ownership Policy

The Board of Directors believes that, to align the interests of the executive officers, other executive management and directors of the Company with the interests of the stockholders of the Company, the executive officers, other executive management and directors should have a financial stake in the Company. The Nominating and Governance Committee adopted a policy requiring (i) the Company’s Chief Executive Officer to own equity in the Company equal to a minimum of six times his annual base salary, (ii) each executive officer who reports directly to the Company’s Chief Executive Officer to own equity in the Company equal to a minimum of three times such executive officer’s annual base salary and (iii) all executive officers who do not report directly to the Company’s Chief Executive Officer and all other executive management to own equity in the Company equal to a minimum of two times such person’s annual base salary. Newly appointed executive officers and other executive management will have five years from the date of their appointment to comply with the Company’s stock ownership policy. Upon request, the Nominating and Governance Committee may consider whether exceptions should be made for any such person on whom this requirement would impose a financial hardship or for other appropriate reasons as determined by the Nominating and Governance Committee. For fiscal 2024, equity includes: shares of any class of capital stock; shares of vested restricted stock; unvested time-based RSUs (after netting an estimated amount for taxes), vested shares of common stock held in such executive officer’s 401(k) Plan account; provided that an amount equal to at least 20% of such person’s annual base salary must be owned by such person in the form of shares of common stock. The stock ownership policy for non-employee directors of the Company is set forth under “Executive and Director Compensation—Director Compensation for Fiscal 2024—Stock Ownership Policy.”

Further, as a guideline, executive officers and other executive management may only sell up to 75% of the equity value above the ownership requirement. Also, an executive officer’s or other executive management’s equity in the Company may not be sold until such person satisfies the Company’s stock ownership policy.

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

Anti-Hedging and Anti-Pledging Policies

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

Dodd Frank Policy and Incentive Compensation Recoupment (Clawback) Policy

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

In November 2023, upon recommendation of the Compensation Committee, the Board of Directors adopted (i) a new Dodd-Frank Clawback Policy (the “Dodd Frank Policy”) designed to satisfy Nasdaq’s listing standards implemented pursuant to the final rule from the SEC under the Dodd-Frank rules (i.e., requiring the Company to recover from its executive officers erroneously awarded Incentive-Based Compensation (as defined in the policy) in the event of a material restatement of the Company’s financial statements) and (ii) an amended and restated the Incentive Compensation Recoupment Policy (the “A&R Incentive Compensation Recoupment Policy”). The Dodd Frank Policy is intended to work in tandem with the Company’s A&R Incentive Compensation Recoupment Policy, which will continue to apply to compensation not covered under the Dodd Frank Policy (including time-based restricted stock units, stock options

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Executive Officers

Our executive officers and their ages and positions as of April 9, 2025 are:

The biography for Mr. Bergman follows the table listing our directors under “Proposal 1—Election of Incumbent Directors” set forth above. Biographies for our other executive officers are:

ANDREA ALBERTINI has been with the Company since 2013, and in his current position as Chief Executive Officer, Global Distribution and Technology within the Global Distribution Group, overseeing a diverse portfolio of businesses that includes Dental and Medical Distribution, Lab & Prosthetics, Technology and Value-Added Services, since January 2025. He is also a member of our Executive Management Committee and has executive responsibility for our partnership with Henry Schein One, our joint venture with Internet Brands. Prior to his current position, Mr. Albertini held several key leadership positions at the Company, steadily increasing his scope of responsibility. He served as Chief Executive Officer, International Distribution Group from February 2023 to January 2025 and as President, International Distribution Group from 2021 to February 2023. Previously he was President of our EMEA Dental Distribution Group from 2019 to 2021 and Vice President of International Dental Equipment from 2013 to 2019. Before joining the Company, Mr. Albertini held leadership positions at Cefla and Castellini, both leading global manufacturers of dental and medical equipment and instruments. Through his more than 20 years of experience in the health care industry, Mr. Albertini has developed deep expertise in managing a diverse portfolio of businesses and fostering strong, trusted relationships with suppliers, customers, and internal teams.

MICHAEL S. ETTINGER has been with the Company since 1994, and in his current position as Executive Vice President and Chief Operating Officer of the Company since 2022. He is also a member of our Executive Management Committee. As Executive Vice President and Chief Operating Officer, Mr. Ettinger oversees the Office of the CEO (including Henry Schein Cares, the Company’s global corporate social responsibility program), as well as the Company’s corporate affairs, corporate communications, legal, compliance and regulatory, global human resources, global security, global supply chain and information technology functions. Mr. Ettinger is also a member of the board of directors of the Henry Schein Cares Foundation, Inc. Prior to his current position, Mr. Ettinger served as Senior Vice President, Corporate & Legal Affairs and Chief of Staff, Secretary from 2015 to 2022; Senior Vice President, Corporate & Legal Affairs and Secretary from 2013 to 2015; Corporate Senior Vice President, General Counsel & Secretary from 2006 to 2013; Vice President, General Counsel and Secretary from 2000 to 2006; Vice President and Associate General Counsel from 1998 to 2000 and Associate General Counsel from 1994 to 1998. Before joining the Company, Mr. Ettinger served as a senior associate with Bower & Gardner and as a member of the Tax Department at Arthur Andersen.

MARK E. MLOTEK has been with the Company since 1994, in his current position as Executive Vice President and Chief Strategic Officer since 2012 and as a director since 1995. Mr. Mlotek’s directorship will end on May 22, 2025. Mr. Mlotek is a member of our Executive Management Committee. Mr. Mlotek was Senior Vice President and subsequently Executive Vice President of the Corporate Business Development Group between 2000 and 2012. Prior to that, Mr. Mlotek was Vice President, General Counsel and Secretary from 1994 to 1999. Prior to joining the Company, from 1989 to 1994, Mr. Mlotek was a partner in the law firm of Proskauer Rose LLP, the Company’s principal law firm and one of the largest firms in the nation, specializing in mergers and acquisitions, corporate reorganizations and tax law. As the Company continues to grow through strategic acquisitions, the Company values Mr. Mlotek’s extensive legal, merger and acquisition and business development experience as well as his drive for innovation and his entrepreneurial spirit. Mr. Mlotek also manages the Company’s global strategic planning function.

TOM POPECK has been with the Company since 2019, and in his current position as Chief Executive Officer of the Henry Schein Products Group since January 2025. He is also a member of our Executive Management Committee. Mr. Popeck leads the Henry Schein Products Group, which includes all entities that design, manufacture, source, sell and market our own branded products, including our Global Oral Reconstruction Group (GORG) and our Healthcare Specialties Group (HSG). Prior to holding his current position, Mr. Popeck served as Chief Executive Officer, and prior to that, President, of HSG, which included more than 20 business units operating in North America, South America, Europe and Asia. Mr. Popeck has spent over two decades leading businesses in orthopedics and

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industrial manufacturing, including extensive experience in the medical device sector. Prior to joining the Company, Mr. Popeck held various sales leadership and general management executive positions, including leading Stryker’s Foot & Ankle business unit as Vice President and General Manager during his 11-year tenure with the company.

WALTER SIEGEL has been with the Company since 2013 and in his current position as Senior Vice President and Chief Legal Officer since 2021. He is also a member of our Executive Management Committee. Mr. Siegel is responsible for the Company’s worldwide legal, compliance and regulatory functions and activities. He previously served as Senior Vice President and General Counsel from 2013 to 2021, where he advised the Company on a broad range of legal matters affecting various business units. In this role, he managed the Company’s mergers and acquisitions activities, litigation portfolio, intellectual property portfolio and SEC reporting. Mr. Siegel manages input from outside counsel on corporate and litigation matters, and oversees and participates in drafting a broad range of commercial documents and contracts between the Company’s business units (and affiliates) and third parties. Mr. Siegel brings to the Company a diverse and wide background of legal expertise, including mergers and acquisitions, partnerships, securities, litigation and regulatory matters. From 2005 to 2012, Mr. Siegel held positions of increasing responsibility, including Senior Vice President, General Counsel and Secretary, for Standard Microsystems Corporation, a publicly traded global semiconductor company.

RONALD N. SOUTH has been with the Company since 2008 and in his current position as Senior Vice President and Chief Financial Officer (and principal financial officer and principal accounting officer) since April 2022. He is also a member of our Executive Management Committee and a member of the board of directors of the Henry Schein Cares Foundation, Inc. Previously Mr. South served as Henry Schein’s Vice President, Corporate Finance from 2008 through April 2022 and Chief Accounting Officer from 2013 through April 2022, responsible for the Company’s internal and external financial reporting and corporate tax functions. Prior to joining the Company in 2008 as Vice President, Corporate Finance, Mr. South held several leadership roles at Bristol-Myers Squibb, where he served as Vice President, Finance, for the Cardiovascular and Metabolic business lines, Vice President, Controller, for its U.S. Pharmaceutical Division, and Vice President, Corporate General Auditor. Prior to Bristol-Myers Squibb, he served as North American Director of Corporate Audit at PepsiCo, and held several roles of increasing responsibility with PricewaterhouseCoopers LLP, where he advised clients located in the United States, Europe and Latin America. Mr. South is a certified public accountant.

Other Executive Management

Other members of our executive management and their ages and positions as of April 9, 2025 include:

Biographies for such other members of our executive management are:

R. STEVEN BOGGAN has been with the Company since 2014, and in his current position as Co-Chief Executive Officer of the Global Oral Reconstruction Group (GORG) since April 2024. He is also a member of our Executive Management Committee. Mr. Boggan is responsible for co-leading GORG’s business globally, with focus on the Americas, Middle East, and Africa. Mr. Boggan has served in a variety of leadership roles at the Company since joining as President and CEO of BioHorizons, which the Company acquired in 2014, including Chief Commercial Officer of GORG from 2018 to April 2024. Prior to joining the Company, Mr. Boggan was President and CEO of BioHorizons from 2000 to 2014 after joining in 1995 and employed in the Research and Development and Marketing Departments of Dow Corning Wright and Wright Medical Technology from 1989 to 1995.

JAMES P. BRESLAWSKI has been with the Company since 1980, in his current position as Senior Advisor since April 1, 2025. He is also a member of our Executive Management Committee. Mr. Breslawski held the position of President from 2005 to April 1, 2025, Vice Chairman from 2018 to May 2024, and as a director from 1992 to May 2024. He held the position of Chief Executive Officer of our Global Dental Group from 2005 to 2018. He also held the position of Executive Vice President and President of U.S. Dental from 1990 to 2005, with primary responsibility for the North American Dental Group. Between 1980 and 1990, Mr. Breslawski held various positions with the Company, including Chief Financial Officer, Vice President of Finance and Administration and Corporate Controller. Mr. Breslawski partners with our senior leadership team to address corporate and strategic priorities. Mr.

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Breslawski has served as Chairman of the board of directors of the American Dental Trade Association, Chairman of the board of directors of the Dental Trade Alliance Foundation and President of the Dental Dealers of America. He is also a former member of the Leadership Council, School of Dental Medicine at Harvard University, a former board member of the Dental Life Network (formerly the National Foundation of Dentistry for the Handicapped), a former member of the Board of Governors for St. John’s University and a former trustee of Long Island University. Mr. Breslawski is a member of the board of directors of the Henry Schein Cares Foundation, Inc. Mr. Breslawski is also a Certified Public Accountant.

BRAD CONNETT has been with the Company since 1997, and in his current position as Senior Advisor since April 1, 2025. He is also a member of our Executive Management Committee. Prior to holding his current position, Mr. Connett held positions of increasing responsibility within the Company, including Chief Executive Officer, North America Distribution Group from 2021 to April 1, 2025, and President, U.S. Medical Group from 2019 through September 2021. Throughout his career, he has received numerous industry honors, including the John F. Sasen Leadership Award from the Health Industry Distributors Association (HIDA) in recognition of his service to the industry, and induction into the Medical Distribution Hall of Fame by Repertoire Magazine.

DAVID KOCHMAN has been with the Company since 2015, and in his current position as Senior Vice President, Chief Corporate Affairs Officer since January 2025, with responsibility for the Company’s global Communications, Professional Relations and Strategic Partnerships, Government Relations, Public Policy, Sustainability and CSR, Team Engagement, Customer and Employee Experience, and Creative Services functions, as well as the management and administration of projects and initiatives originating from the Office of the CEO. He is also a member of our Executive Management Committee. Since joining Henry Schein, Mr. Kochman has held key positions of increasing responsibility, most recently serving as Vice President, Chief Corporate Affairs Officer, from May 2022 to January 2025, and Vice President, Corporate Affairs & Deputy Chief of Staff, Office of the CEO from July 2015 to May 2022. Previously, Mr. Kochman acted as the General Counsel and Corporate Development Officer for a privately-held company in the regulated consumer products industry, and was a Partner in the New York office of the international law firm Reed Smith LLP. Before law school, Mr. Kochman worked in Jerusalem for the Deputy Speaker of the Israeli Knesset. Mr. Kochman is actively involved with charitable organizations focused on health care and criminal justice, and currently serves on the Board of Directors of both MedShare International (Atlanta) and The Fortune Society (NYC), as well as the NYU College of Dentistry Dean’s Strategic Advisory Council, University of Michigan School of Dentistry Dean’s Advisory Board, Penn Dental Medicine Board of Advisors, and Temple University School of Dentistry Board of Visitors. Mr. Kochman also has undertaken pro bono representation of Alabama death row inmates in post-conviction proceedings, and has received numerous awards recognizing his dedication to public service.

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

KELLY MURPHY has been with the Company since 2011, and in her current position as Senior Vice President and General Counsel since 2021. She is also a member of our Executive Management Committee. Prior to holding her current position, Ms. Murphy held several key positions of increasing responsibility within the Company’s legal function, most recently serving as Vice President and Deputy General Counsel from 2020 to 2021. As General Counsel, she is responsible for the Company’s legal activities related to mergers and acquisitions globally, corporate governance, litigation and other general corporate legal matters. Through her prior positions within the Company, Ms. Murphy attained significant legal experience and expertise, including with respect to mergers and acquisitions, partnerships, securities, litigation and regulatory matters. Ms. Murphy began her legal career as a legal associate at the global law firm of Clifford Chance, LLP, where she represented companies and financial institutions on a variety of domestic and international corporate matters.

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

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CHRISTINE SHEEHY has been with the Company since 2019, and in her current position as Senior Vice President, Chief Human Resources Officer since November 2024. She is also a member of our Executive Management Committee. Ms. Sheehy is responsible for managing the Company’s Global Human Resources function, including Global Talent and Development, Total Rewards (Compensation and Benefits), HR M&A, Employee Relations, HR Operations & Strategy, HR Information Systems and the HR Business Partners. In addition to her day-to-day responsibilities managing the Global Human Resources function, Ms. Sheehy leads and participates in numerous strategic projects, such as business integrations, organizational design implementations, deal due diligence, TSM communications, Wellness, Engagement and other global best practices and strategies. Her overarching priority is to align the Company’s talent strategies with business needs in the service of growth. Since joining Henry Schein, Ms. Sheehy has held several key positions with increasing responsibility, including serving as Vice President of the Human Resources Business Partner function for the Company’s North America Distribution Group (NADG), HSG, several Global Oral Reconstruction Group (GORG) businesses, and our Corporate Functions. Prior to joining the Company, Ms. Sheehy served as Managing Director, Regional Head of Human Resources, for Europe, USA, Canada & Latin America, for Standard Chartered Bank. Earlier in her career, she worked as a Systems Analyst and then Manager of Technology for the North America subsidiary of Brazil’s Banco Real.

BIANKA WILSON has been with the Company since 2018, and in her current position as Co-Chief Executive Officer of the Global Oral Reconstruction Group (GORG) since April 2024. She is also a member of our Executive Management Committee. Ms. Wilson is responsible for co-leading GORG’s business globally, with focus on Europe and APAC. Prior to her current role, Ms. Wilson served as the Chief Financial Officer of GORG from 2018 to April 2024. Prior to joining Henry Schein, Ms. Wilson held key roles in finance and consulting. She served as the CFO of a public Swiss medical communication technology company for four years and spent 18 years at KPMG, both in the United States and Switzerland. During her initial five years at KPMG, she worked as an auditor and earned her certification as a US Certified Public Accountant; in her final five years at KPMG, she held the position of Advisory Partner and Global Accounts Lead Partner. Leveraging her extensive financial expertise, Ms. Wilson advised international public companies on various critical matters such as mergers and acquisitions, financial reporting, enterprise resource planning implementations and finance process optimization.

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Summary Compensation Table for Fiscal 2024, Fiscal 2023 and Fiscal 2022¹

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¹ Amounts reflected in the table have not been reduced to reflect a Named Executive Officer’s election to defer receipt of cash compensation pursuant to the Company’s Deferred Compensation Plan. Messrs. Bergman and Ettinger participated in the Deferred Compensation Plan in fiscal 2024. The amounts they deferred in fiscal 2024 are set forth in the Nonqualified Deferred Compensation for Fiscal 2024 table on page 65 of this proxy statement.

² These amounts include RSUs and PSUs granted to Named Executive Officers on March 4, 2024 and March 9, 2024, as applicable. These amounts represent restricted stock units valued based on the aggregate grant date fair value of the award computed in accordance with FASB ASC Topic 718. These amounts do not necessarily reflect the actual value that may be realized by the Named Executive Officer upon vesting. Information regarding assumptions made in valuing the stock awards can be found in Note 18 of the “Notes to Consolidated Financial Statements” included in Item 8 of our Annual Report on Form 10-K for the year ended December 28, 2024, as filed with the SEC on February 25, 2025.

³ Represents Options valued based on the Black-Scholes valuation model in accordance with FASB ASC Topic 718. Information regarding assumptions made in valuing the Option awards can be found in Note 18 of the “Notes to Consolidated Financial Statements” included in Item 8 of our Annual Report on Form 10-K for the year ended December 28, 2024, as filed with the SEC on February 25, 2025.

⁴ Represents annual incentive compensation (i.e., bonus) paid under the HSIP. See “Compensation Structure—Pay Elements—Details—Annual Incentive Compensation” under the Compensation Discussion and Analysis for a description of the HSIP.

⁵ Includes the following: (i) $23,000 matching contribution under 401(k) Plan account; (ii) $19,776 in excess life insurance premiums; (iii) $95,252 in SERP contribution; (iv) $1,231 in excess business travel insurance; (v) $73,925 in personal commuting expenses for use of the Company’s car service; (vi) $157,457 for the cost of providing administrative services to Mr. Bergman; and (vii) $500 for the cost of providing telephone services. The amount totaling $231,882 (under items (v), (vi) and (vii) above) was included on Mr. Bergman’s W-2 as additional compensation for which he is responsible for paying the applicable taxes. Pursuant to his employment agreement, Mr. Bergman may require the Company to provide an automobile for his use, however, during fiscal 2024, Mr. Bergman opted not to use a Company-provided automobile.

⁶ For each of Messrs. South, Mlotek, Ettinger and Breslawski includes the following: (i) $23,000 in matching contribution under 401(k) Plan account; (ii) $431 in excess business travel insurance; (iii) $9,377, $13,777, $10,732 and $19,776, respectively, in excess life insurance premiums and (iv) $20,892, $28,463, $28,132 and $40,075, respectively, in SERP contribution. For each of Messrs. Mlotek and Ettinger, such amount also includes a $5,000 services award payment for 30 years of service with the Company.

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Other Information Related to Summary Compensation Table

Stock Awards and Option Awards

See “Compensation Structure—Pay Elements—Details—Long-Term Equity-Based Awards” under the Compensation Discussion and Analysis for a discussion of stock awards and stock option awards.

Non-Equity Incentive Plan Compensation

See “Compensation Structure—Pay Elements—Details—Annual Incentive Compensation” under the Compensation Discussion and Analysis for a discussion on non-equity incentive plan compensation.

Change in Pension Value and Non-Qualified Deferred Compensation Earnings

For employees of the Company, including Named Executive Officers, we do not maintain a qualified defined benefit plan.

We maintain a Supplemental Executive Retirement Plan for certain eligible participants who are not able to receive the full Company matching contribution under our 401(k) Plan due to certain Internal Revenue Service limits. The SERP provides for various vesting percentages based on service with the Company. Vesting will also occur upon a participant’s death, disability or attainment of age 65 or upon a change in control, in each case, while employed. Investment return on the contributions is generally equal to the earnings and losses that would occur if 40% of the contributions were invested in the Company stock fund under our 401(k) Plan and 60% were invested equally among the other investment alternatives available under our 401(k) Plan. Effective January 1, 2014, the SERP was amended to allow participants to direct the hypothetical investments of their deferral accounts subject to certain restrictions applicable to investments in the Company stock fund. A participant’s vested SERP benefit is paid following a termination of employment (subject to a six-month delay in certain instances) or a change in control.

We also maintain a Deferred Compensation Plan pursuant to which our Named Executive Officers are eligible to participate. We do not make any contributions to the Deferred Compensation Plan and the amounts under the plan consist entirely of participant contributions and are fully vested. The amounts under the Deferred Compensation Plan may become payable during employment upon designated fixed payment dates or following a termination of employment (subject to a six-month delay in certain instances) or a change in control of the Company.

All Other Compensation

See “Compensation Structure—Pay Elements—Details—Benefits and Perquisites” under the Compensation Discussion and Analysis for a discussion on all other compensation.

Compensation Policies and Practices as they Relate to Risk Management

The Company conducted a risk assessment of its compensation policies and practices for all employees, including executive officers. The Compensation Committee reviewed the Company’s risk assessment process and results and determined that our compensation programs are not reasonably likely to have a material adverse effect on the Company.

Tax Gross-Up Provisions

We do not provide any tax gross-ups to our Named Executive Officers (other than for relocation expenses).

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Employment Agreement and Post Termination and Change in Control Arrangements

Employment Agreement with the Chief Executive Officer

The Company and Mr. Bergman entered into an amended and restated employment agreement effective as of November 28, 2022. Mr. Bergman’s prior employment agreement had been scheduled to expire on December 31, 2022. The following summary describes Mr. Bergman’s employment agreement, as amended and restated effective as of November 28, 2022.

The employment agreement provides for Mr. Bergman’s continued employment as our Chairman of the Board of Directors and Chief Executive Officer until December 31, 2025, with successive one-year extensions, provided we give at least six months’ notice of extension to Mr. Bergman, subject to his refusal within 90 days after notice of extension. The employment agreement set Mr. Bergman’s annual base salary at $1,582,000, subject to increase from time to time. His base salary for fiscal 2024, effective April 1, 2024, was $1,707,000. In addition, his employment agreement provides that the Compensation Committee will establish a target annual incentive compensation opportunity for Mr. Bergman which will be a percentage of base salary determined based on the achievement of performance goals. Unlike the prior employment agreement, the employment agreement does not provide for an inducement grant in connection with entering into the new agreement. Instead, the employment agreement provides that, beginning in 2023, the Company will grant Mr. Bergman annual equity or equity-based compensation awards under the Company’s 2024 Stock Incentive Plan that would bring the target grant date fair value of such awards to an amount which would result in both (i) Mr. Bergman’s target long-term incentive compensation award equaling not less than the median of the Company’s peer group (as selected by the Compensation Committee using good faith discretion after consultation with Mr. Bergman) and (ii) Mr. Bergman’s target total direct compensation (e.g., Mr. Bergman’s base salary, target annual cash incentive compensation and target grant date fair value long-term incentive compensation) equaling not less than the 50th percentile of the Company’s peer group. The awards granted to Mr. Bergman will generally be in the same form as equity or equity-based awards granted to other senior executive officers of the Company, but no more than 25% of such awards granted to Mr. Bergman will be in the form of stock options. It also provides that Mr. Bergman will be entitled to participate in all benefit, welfare, perquisite, equity or similar plans, policies and programs generally available to our senior executive officers.

Pursuant to his employment agreement, if Mr. Bergman’s employment with us is terminated (i) by us without cause, (ii) by Mr. Bergman for good reason or (iii) as a result of his death or disability, Mr. Bergman will receive (a) all amounts then owed to him as salary, (b) the incentive compensation due to Mr. Bergman, if any, for the last full fiscal year prior to termination (if not previously paid), (c) a pro rata portion of the incentive compensation payable for the year of termination (based on actual achievement of performance goals), (d) accrued and unpaid vacation pay and (e) all amounts or benefits accrued and owed to him or his beneficiaries under the then applicable benefit plans, programs and policies of the Company, with the amounts described under clauses (b) and (c) above payable subject to Mr. Bergman (or, in the event of his death, his heirs or estate) executing and not revoking a general release of claims (“Release Requirement”). In the event of Mr. Bergman’s death, these amounts will be paid to Mr. Bergman’s heirs or estate. In addition, in the event Mr. Bergman’s employment is terminated for the reasons above, other than due to death, Mr. Bergman will receive, as severance pay, subject to the Release Requirement, a lump sum equal to 200% of his then annual base salary plus 200% of his average annual incentive compensation paid or payable with respect to the immediately preceding three fiscal years (provided that, in the event Mr. Bergman’s employment is terminated following the end of the most recently completed fiscal year but prior to the payment of the annual incentive compensation for such year, solely for purposes of calculating this severance amount, the annual incentive compensation for the most recent fiscal year shall be the higher of target level of achievement and actual level of achievement), and a payment equal to the account balance or accrued benefit Mr. Bergman would have been credited with under each retirement plan maintained by us if we had continued contributions until the end of the year of the termination, less his vested account balance or accrued benefits under each retirement plan. No cash severance payments will be made in the event of the Company’s non-renewal of the term under the employment agreement.

Mr. Bergman’s employment agreement provides that, for equity-based awards granted after November 28, 2022, certain terminations of Mr. Bergman’s employment with the Company will result in the acceleration of vesting or continuation of vesting of such awards outstanding at the time of Mr. Bergman’s termination, as summarized below:

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If Mr. Bergman’s employment is terminated for any reason other than for cause or due to his death, subject to the Release Requirement, Mr. Bergman shall also be entitled to an office comparable to that used by him prior to termination and related office support, including the services of one executive assistant until the last day of the second calendar year following his termination and, due to the deferred compensation rules under Section 409A of the Code, Mr. Bergman will receive a cash payment in lieu of office support benefits for the period from the last day of the second calendar year following his termination until the third anniversary of his termination. In addition, if Mr. Bergman’s employment is terminated for any reason other than for cause or due to his death, subject to the Release Requirement, Mr. Bergman shall be entitled to use of the Company’s car service and, at Mr. Bergman’s option, use of an automobile for a period of two years following his termination.

In consideration of Mr. Bergman’s long tenure with, and contributions to, the Company, in the event of Mr. Bergman’s retirement, and subject to the Release Requirement (as defined below), Mr. Bergman would be entitled to receive (i) the incentive compensation due to Mr. Bergman, if any, for the last full fiscal year prior to termination (if not previously paid) and (ii) a pro rata portion of the annual incentive compensation payable for the year of termination (based on actual achievement of performance goals). Retirement means that Mr. Bergman’s employment with the Company terminates and either (i) Mr. Bergman and the Board of Directors mutually agree on Mr. Bergman’s retirement and the date thereof or (ii) subject to the Board of Directors’ approval, Mr. Bergman provides at least six (6) months advance notice of his intention to retire.

If Mr. Bergman resigns within two years following a change in control of the Company for good reason or if Mr. Bergman’s employment is terminated without cause within two years following a change in control or during a specified period in advance of a change in control, Mr. Bergman will receive, as severance pay and subject to the Release Requirement, in lieu of the foregoing, a pro rata portion of the annual incentive compensation payable for the year of termination (based on actual achievement of performance goals), 300% of his then annual base salary plus 300% of Mr. Bergman’s incentive compensation paid or payable with respect to whichever of the immediately preceding two fiscal years of the Company ending prior to the date of termination was higher, and a payment equal to the account balance or accrued benefit Mr. Bergman would have been credited with under each retirement plan maintained by us if we had continued contributions thereunder until the end of the year of the termination, less Mr. Bergman’s vested account balance or accrued benefits under each retirement plan upon a change in control.

If Mr. Bergman’s employment is terminated (i) by the Company without cause, by Mr. Bergman for good reason, due to Mr. Bergman’s retirement, or due to the Company choosing not to renew his employment term, in each case, within two years following a change in control of the Company or (ii) by the Company without cause during a specified period in advance of a Change in Control, then, subject to the Release Requirement, all unvested outstanding options, restricted stock units and shares of restricted stock shall become fully vested (with any performance-vesting restricted stock units and shares of restricted stock vesting at the target level of performance) on the later of the date of the change in control of the Company and termination of Mr. Bergman’s employment, and all outstanding options would remain exercisable for three months (except in the case of retirement, in which case such awards will remain exercisable for the remainder of the option term).

In the event Mr. Bergman’s employment is terminated for any reason other than for cause or due to his death following a change in control, subject to the Release Requirement, Mr. Bergman shall also be entitled to an office comparable to that used by him prior to termination and related office support, including the services of one executive assistant until the last day of the second calendar year following his termination, and due to the deferred compensation rules under Section 409A of the Code, Mr. Bergman will receive a cash payment in lieu of office support benefits for the period from the last day of the second calendar year following his termination until the fourth anniversary of his termination. In addition, in the event Mr. Bergman’s employment is terminated by us without cause Mr. Bergman resigns for good reason or his employment term is not renewed following a change in control, subject to the Release Requirement, Mr. Bergman shall be entitled to use of the Company’s car service and, at Mr. Bergman’s option, use of an automobile until the last day of the second calendar year following his termination, and due to the deferred compensation rules under Section 409A of the Code, Mr. Bergman will receive a cash payment in lieu of the transportation benefit for the period from the last day of the second calendar year following his termination until the third anniversary of his termination. If any amounts owed to Mr. Bergman in connection with a change in control of the Company are subject to the excise tax imposed by Section 4999 of the Code, we will cut-back such amounts to a safe harbor limit so that the excise tax is not triggered, unless the net after-tax value of the amounts due to Mr. Bergman after imposition of the excise tax would be greater absent the cut-back (in which case no reduction will occur).

Unless his employment agreement is terminated for cause, subject to the Release Requirement, we will continue the participation of Mr. Bergman and his spouse in the health and medical plans, policies and programs in effect with respect to our senior executive officers and their families after the termination or expiration of his employment agreement, with coverage for Mr. Bergman and his spouse continuing until their respective deaths which may be reduced by any health and medical benefits that Mr. Bergman and his spouse

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become eligible to receive under any health and medical benefit plans of any subsequent employer. Such health and medical coverage may be provided pursuant to a fully-insured replacement policy or annual cash payments to obtain a replacement policy.

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

Named Executive Officers Other than the Chief Executive Officer

We have entered into change in control agreements and/or a CIC Plan (as defined in “Post Termination and Change in Control”), (with substantially the same terms as the change in control agreements) with the Named Executive Officers, other than Mr. Bergman, that provide that if the executive’s employment is terminated by us without cause or by the executive for good reason within two years following a change in control of the Company, we will pay and provide the executive with (i) the executive’s base salary (defined to include salary plus the executive’s annual automobile allowance and the Company’s contribution to the 401(k) Plan and SERP for the year prior to the change in control) through the termination date, (ii) severance pay equal to 200% or 300% of the sum of the executive’s base salary (as defined in (i)) and target bonus, (iii) a pro rata annual incentive compensation based on actual achievement for the year in which termination occurs, (iv) immediate vesting of all outstanding stock options, restricted or deferred stock/unit awards and non-qualified retirement benefits, (v) elimination of all restrictions on any restricted or deferred stock/unit awards, (vi) settlement of all deferred compensation arrangements in accordance with the applicable plan and (vii) continued participation in all health and welfare plans for 24 months (provided that such coverage will terminate when the executive receives substantially equivalent coverage from a subsequent employer) at the same level of participation for each executive on the termination date, except that the health coverage may be provided pursuant to a fully-insured replacement policy or two annual cash payments to obtain a replacement policy. Notwithstanding the foregoing, if an executive’s employment is terminated by us without cause or by the executive for good reason, in either case, (i) within 90 days prior to a change in control or (ii) after the first public announcement of the pendency of the change in control, the executive will be entitled to the benefits described above. In the event any payments to the executive become subject to the excise tax imposed by Section 4999 of the Code, we will cut-back such amounts to a safe harbor limit so that the excise tax is not triggered, unless the net after-tax value of the amounts due to the executive after imposition of the excise tax would be greater (in which case no reduction will occur). If a Named Executive Officer becomes eligible to receive severance benefits under a change in control agreement and/or the CIC Plan, such Named Executive Officer will not be eligible for severance benefits under any other plan or agreement with the Company.

Pursuant to the change in control agreements and/or the CIC Plan, the Named Executive Officers, other than Mr. Bergman (who is subject to restrictive covenants under his employment agreement as opposed to a change in control agreement), are also subject to restrictive covenants, such as confidentiality and non-disparagement provisions. Additionally, during each Named Executive Officer’s employment and for a period of 24 months thereafter, each Named Executive Officer agreed that he or she will not, without the Company’s prior written consent, solicit our employees for employment.

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Post Termination and Change in Control Calculations

The amounts set forth in the table below represent amounts that would have been paid to the Named Executive Officers, pursuant to their employment (if applicable), change in control and equity award agreements, if such Named Executive Officers’ employment was terminated on December 27, 2024 (the last business day of fiscal 2024) under the various scenarios set forth below or in connection with a change in control that occurred on such date. 

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¹ Includes annual incentive compensation for the year of termination based on achievement of performance goals. Mr. Bergman is entitled to a pro rata portion of the annual incentive compensation payable for the year of termination based on achievement of performance goals and the annual incentive compensation payable for the prior year to the extent not paid prior to termination. Amount reflected assumes the fiscal 2024 annual incentive compensation amount was already paid.

² Represents the value of unvested RSUs and PSUs and unvested Options that would accelerate and vest, if any, on termination. In the case of RSUs, the value is calculated by multiplying the number of shares of restricted stock units that accelerate by $70.42, the per share closing price of common stock on December 27, 2024. In the case of PSUs, the value is calculated by multiplying the number of shares of restricted stock units granted on the grant date (i.e., target award) by $70.42, the per share closing price of common stock on December 27, 2024. In the case of Options, the value is calculated by multiplying the number of unvested Options that accelerate by the difference between $70.42 (the per share closing price of common stock on December 27, 2024) and the exercise price of the applicable Options.

³ We do not provide any tax gross-ups to our Named Executive Officers (other than for relocation expenses).

⁴ Does not include the vested SERP amounts for the Named Executive Officers. Such vested amounts are paid following a termination of employment (subject to a six-month delay in certain instances) or within 30 days following a change in control. Also does not include the amounts for the Named Executive Officers under the Company’s Deferred Compensation Plan, all of which are fully vested and consist solely of participant contributions. Such vested amounts become payable upon a termination of employment as a result of death or disability in a lump sum cash payment within 60 days after such employment termination. Such vested amounts also become payable in a lump sum cash payment within 60 days following a change in control. (See “Nonqualified Compensation for Fiscal 2024” tables for additional disclosure regarding these vested amounts.)

⁵ The Company will have no further obligation to Mr. Bergman, except payment of his vested SERP and Deferred Compensation Plan account balances.

⁶ Includes (i) health and welfare coverage for Mr. Bergman and his wife until death and (ii) use of the Company’s car service, office space and administrative assistance provided to Mr. Bergman for two years (as well as a cash payment in lieu of office support services from the last day of the second calendar year following termination until the third anniversary of termination). Under his employment agreement, Mr. Bergman may resign without good reason and still be entitled to these benefits so long as he resigns upon providing 180 days prior written notice to the Company.

⁷ Includes (i) a make-up pension payment, calculated as the value of the excess of (a) the fully vested value of benefits to Mr. Bergman under existing retirement plans (including the Company’s 401(k) and SERP plans), assuming additional credit for the period from the termination date through December 31, 2025 over (b) his vested accrued benefits as of the termination date (such excess, if any, the “Make-Up Pension Payment”), (ii) 200% current base annual salary, (iii) 200% average annual incentive compensation paid in the previous three years, (iv) health and welfare coverage for Mr. Bergman and his wife until death, (v) use of the Company’s car service, office space and administrative assistance provided to Mr. Bergman for two years (as well as a cash payment in lieu of office support services from the last day of the second calendar year following termination until the third anniversary of termination), (vi) continued vesting of all unvested Options held by Mr. Bergman granted following January 1, 2023, if any, (vii) continued vesting (as of the termination date) of all PSUs granted following January 1, 2023 (at actual level of performance for the applicable performance period) and (viii) pro rata vesting (as of the termination dates) of the RSUs granted following January 1, 2023.

⁸ Includes (i) a pro rata portion of the annual incentive compensation payable for the year of termination based on achievement of performance goals, (ii) health and welfare coverage for Mr. Bergman and his wife until death, (iii) use of the Company’s car service, office space and administrative assistance provided to Mr. Bergman for two years (as well as a cash payment in lieu of office support services from the last day of the second calendar year following termination until the third anniversary of termination), (iv) pro rata vesting (as of the termination date) of all PSUs granted in 2022 (at actual level of performance assuming target performance is actual performance for this purpose), (v) pro rata vesting of the RSUs granted in 2021 and subsequent years, (vi) full vesting of all unvested Options held by Mr. Bergman granted in 2022 and continued vesting of all unvested Options held by

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Mr. Bergman granted following January 1, 2023, if any and (vii) continued vesting (as of the termination date) of all PSUs granted following January 1, 2023 (at actual level of performance for the applicable performance period).

⁹ Includes (i) the Make-Up Pension Payment, (ii) 200% current base annual salary, (iii) 200% average annual incentive compensation paid in the previous three years, (iv) health and welfare coverage for Mr. Bergman and his wife until death, (v) use of the Company’s car service, office space and administrative assistance provided to Mr. Bergman for two years (as well as a cash payment in lieu of office support services from the last day of the second calendar year following termination until the third anniversary of termination), (vi) pro rata vesting (as of the termination date) of all PSUs granted in 2022, 2023 and 2024 (at target level of performance), (vii) full vesting of the RSUs granted in 2021, 2022, 2023 and 2024 and (viii) full vesting of all unvested Options.

¹⁰ Includes (i) 300% current base annual salary, (ii) 300% of highest annual incentive compensation paid in the previous two years, (iii) health and welfare coverage for Mr. Bergman and his wife until death, (iv) use of the Company’s car service for two years (as well as a cash payment in lieu of such services from the last day of the second calendar year following termination until the third anniversary of termination), (v) the Make-Up Pension Payment, (vi) office space and administrative assistance for two years (as well as a cash payment in lieu of such services from the last day of the second calendar year following termination until the fourth anniversary of termination) and (vii) full vesting of any unvested equity awards (with any PSUs vesting at target level of performance). With respect to the acceleration and continuation of equity awards, this includes amounts payable on a resignation or a Company termination (other than for cause) within two years after a change in control. If any amounts owed to Mr. Bergman in connection with a change in control of the Company are subject to the excise tax imposed by Section 4999 of the Code, we will cut back such amounts to a safe harbor limit so that the excise tax is not triggered, unless the net after-tax value of the amounts due after imposition of the excise tax would be greater (in which case no reduction will occur).

¹¹ Includes the payments and benefits described in footnote 8 above, except that all of Mr. Bergman’s outstanding equity awards will fully vest (with any PSUs vesting at target level of performance). If any amounts owed to Mr. Bergman in connection with a change in control of the Company are subject to the excise tax imposed by Section 4999 of the Code, we will cut back such amounts to a safe harbor limit so that the excise tax is not triggered, unless the net after-tax value of the amounts due after imposition of the excise tax would be greater (in which case no reduction will occur).

¹² Includes (i) health and welfare coverage for Mr. Bergman’s wife until death, (ii) pro rata vesting (as of the termination date) of all PSUs granted in 2022, 2023 and 2024 (at target level of performance), (iii) full vesting of the RSUs granted in 2021, 2022, 2023 and 2024 and (iv) full vesting of all unvested Options.

¹³ Includes (i) annual incentive compensation payable for the year in which termination occurs based on achievement of performance goals, (ii) 200% current annual salary (defined to include salary and the Company’s contribution to the 401(k) Plan and SERP plan for the full year preceding the change in control), (iii) 200% annual incentive compensation at target level in the year of termination, (iv) full vesting of any unvested equity awards (with any PSUs vesting at target level of performance) and (v) health and welfare continuation of plans for 24 months following termination or until coverage with subsequent employer begins; except that Messrs. Mlotek and Breslawski’s calculations set forth in (ii) and (iii) above are based on 300%. If any amounts owed to Messrs. South, Mlotek, Ettinger and/or Breslawski in connection with a change in control of the Company are subject to the excise tax imposed by Section 4999 of the Code, we will cut back such amounts to a safe harbor limit so that the excise tax is not triggered, unless the net after-tax value of the amounts due after imposition of the excise tax would be greater (in which case no reduction will occur).

¹⁴ In the event of any termination of employment due to death or disability, the Named Executive Officers (other than Mr. Bergman, whose termination arrangement is discussed above) are entitled to full vesting of their respective RSUs granted in 2021, 2022, 2023 and 2024, full vesting of their respective Options granted in 2022 and pro rata vesting (as of the termination date) of their respective PSUs granted in 2022, 2023 and 2024 (at target level of performance).

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Grants of Plan-Based Awards for Fiscal 2024

¹ “HSIP” means annual incentive compensation (i.e., bonus) paid under the 2024 Henry Schein Incentive Plan. “PSU/RSU” means restricted stock unit awards (PSUs and RSUs) made pursuant to the Company’s 2024 Stock Incentive Plan. See “Compensation Structure—Pay Elements—Details—Annual Incentive Compensation” under the Compensation Discussion and Analysis for a discussion on the HSIP.

² The maximum payout percentage under the HSIP for the Named Executive Officers is 200% for the Company Financial/EPS Goal, ranges from 115% to 200% for the Business Financial/Individual Goals (depending on the specific category of the goal applicable to such Named Executive Officer) and is 115% for the Strategic Scorecard Goals.

³ The maximum payout percentage for the 2024 LTIP awards of performance-based restricted stock is 200%.

⁴ These amounts include awards of RSUs granted to Messrs. Bergman and Breslawski on March 4, 2024 and to the other Named Executive Officers on March 9, 2024, each with four-year cliff vesting.

Estimated Potential Payouts Under Non-Equity Incentive Plan Awards

The HSIP awards paid to the Named Executive Officers appear in the Summary Compensation Table in the column captioned “Non-Equity Incentive Plan Compensation.” The threshold, target and maximum amount of these HSIP awards appear in the Grants of Plan-Based Awards Table in the column captioned “Estimated Future Payouts Under Non-Equity Incentive Plan Awards.”

Estimated Future Payouts Under Equity Incentive Plan Awards, All Other Stock Awards and All Other Option Awards

Awards of PSUs and RSUs granted to the Named Executive Officers appear in the Summary Compensation Table in the column captioned “Stock Awards.” Options granted to the Named Executive Officers appear in the Summary Compensation Table in the column captioned “Option Awards” for the years in which they were awarded. We did not grant Named Executive Officers options in fiscal 2024.

The threshold, target and maximum amount of the PSUs appear in the Grants of Plan-Based Awards Table in the column captioned “Estimated Future Payouts Under Equity Incentive Plan Awards.”

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Exercise or Base Price of Option Awards

We did not grant Named Executive Officers options in fiscal 2024.

Outstanding Equity Awards at 2024 Fiscal Year-End

¹ The Company does not issue performance-based options.

² All stock options granted under the Henry Schein, Inc. 2020 Stock Incentive Plan (now known as the 2024 Stock Incentive Plan) have a ten-year term unless otherwise terminated earlier in accordance with the plan.

³ Represents RSUs awarded to the Named Executive Officers as part of their equity grants.

⁴ Based on the closing market price of $70.42 of the Company’s common stock on December 27, 2024, the last trading day in fiscal 2024.

⁵ Represents the number of performance-based restricted stock units granted in 2022, 2023 and 2024 under the Henry Schein, Inc. 2020 Stock Incentive Plan (now known as the 2024 Stock Incentive Plan). As the threshold payout amount is zero, such number represents the number of shares based on the target payout at the end of fiscal 2024 but excludes performance-based restricted stock units that were forfeited under the 2022 LTIP when such PSUs vested in March 2025 and we estimate will be forfeited under the 2023 LTIP and 2024 LTIP.

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Option Exercises and Stock Vested for Fiscal 2024