HENRY SCHEIN INC HSIC

1% shingled-prose overlap between the two filings.

2025: 5,006 chars · 2026: 85,141 chars

• Committee Report:19% overlap (488 → 2,085 chars)
• Pay Ratio (Item 402(u)):21% overlap (1,936 → 1,904 chars)
• Say-on-Pay proposal:85% overlap (3,240 → 3,240 chars)

• new2025-2027 BOLD+1 Strategic Plan
• newBOLD+1 is our long-term growth strategy to drive sustainable, profitable growth by expanding higher-value businesses, improving operational efficiency and advancing digital and technology-enabled solutions.
• changedOur 2025-2027 2022-2024BOLD+1 Strategic Plan consists consistedof the following:
• changed• Build (“B”) Complementary software, specialty specialty,and services to strategically shift our mix to businessesforhigh growth and high margin businesses
• new• Operationalize (“O”) One Distribution global footprint
• newAchievements in fiscal 2025 with our BOLD+1 strategic plan include, without limitation, (i) building high growth new businesses, (ii) increasing operational efficiencies through new value creation initiatives, (iii) leveraging our sales assets to accelerate sales growth (iv) advancing digital innovation and (v) delivering long-term value for all stakeholders.
• newIn fiscal 2025, we continued to advance this strategy by increasing the contribution of our higher-growth, higher-margin businesses to nearly 50% of total non-GAAP operating income, advancing value creation initiatives expected to deliver more than $125 million of annual run-rate operating income improvement by the end of 2026, making substantial progress in the rollout of our global eCommerce platform, henryschein.com, and introducing new solutions.
• changedFor each year of the strategic plan, a percentage (30% for fiscal 2025) 2024)of the target of our annual cash bonus plan for all Executive Management Committee (“EMC”) members (which include our Named Executive Officers), is based on the achievement of the financial goals and performance objectives set forth in the Company’s strategic scorecard which goals directly reflect the priorities of the Company’s 2025-2027 2022-2024BOLD+1 Strategic Plan.
• newExecutive Compensation Program Actions Taken in Fiscal 2025
• changedAs 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 or HSIP) (“HSIP”),formerlyknownasthePerformanceIncentivePlan)and the Company’s equity compensation program (i.e., the Long Term Incentive Program under the 2024 Stock Incentive Plan or LTIP) asdefinedbelow(“LTIP”))and approved certain refinements to our executive compensation program design that became effective starting with fiscal 2025 while maintaining 2024andmaintainedcertain other features of our program. provisions.
• newOur key compensation actions included:
• new• Base Salary
• new➣ 0% increase in NEO Base Salaries: The fiscal 2025 base salaries for all Named Executive Officers remained the same as their base salaries for fiscal 2024 (i.e., 0% increase), except Mr. Albertini’s base salary increased by 7.4% (i.e., $50,000), in connection with his promotion effective April 1, 2025.
• new• Annual Incentive Compensation
• new➣ 0% increase in NEO Target Bonus under 2025 HSIP: The fiscal 2025 target bonuses under the HSIP for all Named Executive Officers remained the same as their target bonuses for fiscal 2024 (i.e., 0% increase), except Mr. Albertini’s target bonus increased by 9.1% (i.e., $50,000), in connection with his promotion effective April 1, 2025.
• new➣ Removed all individual performance goals and non-financial goals under the 2025 HSIP: To further increase our collective focus on financial performance, the Compensation Committee removed all non-financial goals from the Strategic Scorecard Goals (as defined below) and all individual performance goals from the 2025 HSIP.
• newAdditionally, the weighting (expressed as a percentage of the HSIP target payout) for the Company Financial/EPS Goals (as defined below) was increased to 40%, with the Business Financial Goals (as defined below) and Strategic Scorecard Goals each set at 30% (except for Mr. Bergman whose weights remained 70% Company Financial/EPS Goal and 30% Strategic Scorecard Goals).
• new➣ 2025 HSIP Payouts ranged from 89.3% to 116.3% of target for our Named Executive Officers
• new26
• new• Long-term Equity-Based Awards
• new➣ 0% increase to the grant date fair value of 2025 LTIP: The grant date fair value of the 2025 LTIP awards for all Named Executive Officers remained the same as the grant date fair value for their 2024 LTIP awards, except Mr. Albertini’s 2025 LTIP grant date fair value increased by 60% (i.e., $600,000) in connection with his promotion effective April 1, 2025.
• changed➣ •Maintained at least 50% of all equity grants to Named Executive Officers as PSUs (65% for Mr. Bergman): To continue our emphasis on performance-based pay, CEO):awards under the 2025 2024LTIP for Mr. Bergman consist ourCEOconsistingof 65% PSUs performance-basedrestrictedstockunits(“PSUs”)and 35% RSUs time-basedrestrictedstockunits(“RSUs”)and our Named Executive Officers (other than Mr. Bergman) ourCEO)consisting of 50% PSUs and 50% RSUs.
• new➣ Adjusted weighting of performance goals under 2025 LTIP: In March 2025, the Compensation Committee adjusted the percentage of the performance goals under the LTIP to be 50% three-year cumulative EPS and 50% three-year average ROIC goal as opposed to 75% and 25%, respectively, under the 2024 LTIP.
• new➣ 0% Payout of PSUs in March 2025 and 21.5% Payout of PSUs in March 2026: In March 2025, the PSUs granted to Named Executive Officers in 2022 vested with an achievement of 82.1% of the three-year cumulative EPS performance goal, which resulted in a payout of 0% of the original number of PSUs granted.
• newIn March 2026, the PSUs granted to Named Executive Officers in 2023 vested with (i) an achievement of 79.1% of the three-year cumulative EPS performance goal (weighted at 75% of the total 2023 PSU award) resulting in a payout of 0% for that portion of the 2023 PSU award and (ii) an achievement of 95.3% of the three-year average ROIC goal (weighted at 25% of the total 2023 PSU award) resulting in a payout of 85.9% for that portion of the 2023 PSU award.
• newThe resulting total payout of the PSUs granted in 2023 and vesting in 2026 was 21.5% of the original number of PSUs granted.
• newIn each case, the Compensation Committee reviewed the performance of the Company and the resulting payout and determined no adjustments would be made to the 0% and 21.5% payouts, respectively, for any recipient of such PSU awards (including the Named Executive Officers).
• newWe believe these compensation program designs and decisions reflect preferences of our stockholders and are aligned with best market practices.
• newComponents of the Executive Compensation Program
• newThe 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.
• newAs described below, annual and long-term performance-based awards represent a major portion of total compensation for the Named Executive Officers.
• newThe 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.
• newA 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.
• newIn fiscal 2025, the sum of annual incentive compensation (under the heading “Non-Equity Incentive Plan Compensation”), PSUs (based on target achievement) and RSUs represented (i) 83.7% of the total compensation for Mr. Bergman and (ii) between 64.2% and 78.7% of the total compensation for the Named Executive Officers (other than Mr. Bergman).
• newWe seek to provide competitive compensation that is commensurate with performance.
• newWe 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.
• new(See “Pay Levels and Benchmarking” set forth below.)
• newBase Salary.
• newThe Compensation Committee annually reviews and approves base salary for the Named Executive Officers.
• newAnnual Incentive Compensation.
• newThe 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.
• newEach executive officer’s annual incentive compensation under the HSIP (other than Mr. Bergman’s) is based on the following weighted components (each subject to the adjustments as described herein):
• new• the Company’s corporate financial (i.e., EPS) goal;
• new• the executive officer’s specific business unit financial goals; and
• new• financial goals set forth in the Company’s strategic scorecard, which goals are directly tied to the Company achieving its then-current three-year strategic plan.
• new27
• newMr. Bergman’s annual incentive compensation under the HSIP is based on the following weighted components (each subject to the adjustments as described herein):
• new• the Company’s corporate financial (i.e., EPS) goal; and
• new• financial goals set forth in the Company’s strategic scorecard which goals are directly tied to the Company achieving its then-current three-year strategic plan.
• newLong-term Equity-Based Awards.
• newThe Compensation Committee approved equity-based awards for fiscal 2025 under the Company’s Long Term Incentive Program (“2025 LTIP”) under the 2024 Stock Incentive Plan that contained a strong performance-based focus and consisted of PSUs and RSUs.
• newConsistent with the approach taken for equity-based awards issued in the fiscal year ended December 30, 2023 (“fiscal 2023”) and fiscal year ended December 28, 2024 (“fiscal 2024”), the following approach was taken with respect to the 2025 LTIP grants:
• new• In fiscal 2025, Mr. Bergman received 65% PSUs and 35% RSUs and our other Named Executive Officers received 50% PSUs and 50% RSUs; and
• new• PSUs granted in fiscal 2025 to participants, including the Named Executive Officers, are tied to the Company’s (i) EPS performance over the three-year performance period (weighted at 50% of the total PSU award for fiscal 2025) and (ii) ROIC performance over the three-year performance period (weighted at 50% of the total PSU award for fiscal 2025), in each case subject to any potential required adjustments as described below.
• newWhen the Company successfully achieves its three-year cumulative EPS goal (“EPS goal”) and its three-year average return on invested capital goal (“ROIC goal”), participants, including the Named Executive Officers, are paid shares under their PSUs at target levels.
• newWhen the Company’s performance exceeds the EPS goal and/or the ROIC goal, participants, including the Named Executive Officers, receive additional shares under their PSUs (with respect to the applicable weighted component of the PSU that exceeded the goal) up to a 200% maximum payout.
• newWhen the Company’s performance does not meet the EPS goal and/or the ROIC goal, shares paid to participants (including the Named Executive Officers) under their PSUs (with respect to the applicable weighted component of the PSU that did not meet the goal) are reduced or eliminated.
• newBenefits and Perquisites.
• newThe Company provides a program commensurate with competitive practices that is generally consistent with the benefits provided to other employees.
• newThe Company does not provide any tax gross-ups to our Named Executive Officers (other than for relocation-related expenses).
• newSee “Compensation Structure—Pay Elements—Details—Benefits and Perquisites” set forth below and see “Employment Agreement and Post Termination and Change in Control Arrangements” under “Executive and Director Compensation” for a discussion of limited tax gross-ups to Mr. Albertini in connection with his relocation-related expenses.
• newCompensation Objectives and Strategy
• newThe 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 the Company’s performance and for creating long-term value for stockholders.
• newThe primary objectives of the program are to:
• new• align rewards with the achievement of performance that enhances stockholder value;
• new• align rewards with the achievement of the Company’s strategic plan;
• new• support the Company’s strong team-based orientation;
• new• encourage high-potential team players to build a career at the Company; and
• new• provide rewards that are cost-efficient, competitive with other organizations and fair to employees and stockholders.
• newThe Company’s executive compensation programs are approved and administered by the Compensation Committee of the Board of Directors.
• newWorking 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.
• newThe Company has a planning and goal-setting process that is fully integrated into the compensation system, intended to result in a strong relationship between business unit financial results, Company financial results, and the Company’s achievement of its strategic plan with executive officer financial rewards.
• newWe seek to promote a long-term commitment to the Company by our senior executives.
• newWe 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.
• newOur team-focused
• new28
• newculture and management processes are designed to foster this commitment.
• newThe vesting schedules attached to 2025 LTIP awards (three or four-year cliff vesting for PSUs and RSUs, respectively) for our executive officers, including the Named Executive Officers, reinforce this long-term orientation.
• newRole of the Compensation Committee
• newGeneral

More changes truncated for legibility. Open the filings on SEC for full prose.