Sector: Health Care
HENRY SCHEIN INC · Meeting: May 21, 2026
Directors FOR
4
Directors AGAINST
6
Say on Pay
FOR
Auditor
FOR
Election of Incumbent Directors
Against Analysis
Mr. Ali has served since 2021 and his tenure fully overlaps the period during which Henry Schein's stock fell about 7.7% while the company's own compensation peer group gained a median of 48.1% — a gap of nearly 56 percentage points, well above the 20-point trigger; the 5-year record does not provide relief because the 5-year gap of -30.5pp also exceeds the 20pp threshold.
Ms. Derby has served since 2021 and her tenure fully overlaps the period in which the stock declined roughly 8% while the peer group median rose 48%, a gap of nearly 56 percentage points; the 5-year comparison also exceeds the threshold, so no mitigating downgrade applies.
Mr. Kuehn has been a director since 2016 and his tenure fully overlaps the 3-year underperformance period during which shareholders lost about 8% while peers gained 48%; the 5-year record does not rescue the vote because the 5-year gap of -30.5pp still exceeds the 20pp threshold.
Mr. Laskawy has served since 2002 and as Lead Director bears significant accountability for the board's oversight during the period when shareholders lost roughly 8% while the peer group gained 48%; the 5-year gap of -30.5pp also clears the 20pp threshold, so no mitigating downgrade is warranted.
Ms. Margulies has served since 2018 and her tenure fully covers the 3-year period in which the stock fell about 8% while peers gained 48%; the 5-year gap of -30.5pp also exceeds the 20pp threshold, so the 5-year mitigant does not apply.
Dr. Tuckson has served since 2021 and his tenure fully overlaps the 3-year underperformance period; the stock declined about 8% while peers gained 48%, a gap of nearly 56 percentage points; the 5-year gap also exceeds the threshold so no mitigating downgrade applies.
For Analysis
Mr. Daniel joined the board in May 2025, which is within the 24-month new-director exemption under our policy, so he is not held accountable for prior-period stock underperformance; no other disqualifying flags were identified.
Ms. Faig joined in 2023, after most of the stock's underperformance relative to peers had already occurred, and her tenure covers less than half the 3-year measurement window; policy treats this as mitigating context, and no other disqualifying flags apply.
Mr. Lin joined the board in May 2025 as a KKR designee, placing him within the 24-month new-director exemption, so the TSR trigger does not apply; no other disqualifying flags were identified.
Mr. Lowery was appointed as CEO and director in March 2026, well within the 24-month new-director exemption; he cannot reasonably be held accountable for historical stock performance that predates his appointment.
Of the ten nominees, six directors who have served since 2021 or earlier receive an AGAINST vote because Henry Schein's 3-year stock return of -7.7% trailed the company's own compensation peer group median of +48.1% by nearly 56 percentage points — far exceeding the 20-point trigger applicable when absolute returns are negative — and the 5-year gap of -30.5pp also exceeds the threshold, eliminating any mitigant; three newer directors (Daniel, Lin, and Lowery) are exempt under the 24-month new-director rule, and Ms. Faig (joined 2023) receives a FOR because her tenure covers less than half the measurement window.
CEO
Stanley M. Bergman
Total Comp
$12,013,915
Prior Support
85.7%%
The prior say-on-pay vote received 85.7% support, well above the 70% threshold that would require corrective action, and the company made meaningful program changes in response to shareholder feedback, including removing all non-financial and individual goals from the annual bonus plan, increasing the weight of financial metrics, and rebalancing long-term incentive performance targets between earnings per share (50%) and return on invested capital (50%). Variable pay constitutes 83.7% of CEO total compensation, comfortably exceeding the 50-60% minimum, and the long-term equity program includes meaningful performance conditions with a real consequence — the 2022 performance stock awards paid out at 0% and the 2023 performance stock awards paid out at only 21.5% of target, demonstrating that the incentive structure is not simply disguised fixed pay. CEO total reported compensation of approximately $12 million is reasonable for a healthcare distribution company of this size and the program structure passes both the pay-level and pay-for-performance alignment checks.
Auditor
BDO USA, P.C.
Tenure
N/A
Audit Fees
$9,174,000
Non-Audit Fees
$1,143,000
Non-audit fees (audit-related fees of $538,000 plus tax fees of $605,000, totaling approximately $1,143,000) represent about 12.5% of core audit fees of $9,174,000, well below the 50% threshold that would raise independence concerns; auditor tenure was not disclosed in the proxy so the tenure trigger cannot be applied, and no material restatements were identified; although BDO is not a Big 4 firm, Henry Schein's market cap of approximately $8.9 billion warrants a note, but BDO is a large national firm with demonstrated capacity for companies of this size and the audit committee has pre-approved all services.
1 proposal submitted by shareholders
Proposal 4
A proposal asking the company to govern by majority vote is a mainstream governance improvement that aligns shareholder and corporate interests by removing supermajority vote requirements that entrench incumbents and make it harder for shareholders to effect change; majority voting standards are now broadly considered best practice across the S&P 500 and lower the bar for no such improvements require a supermajority to pass. The board recommends against the proposal, but its opposition does not provide a compelling reason to maintain supermajority provisions, and the proposal falls squarely within the 'governance/structural' category where our policy sets a lower bar for support.
The 2026 Henry Schein annual meeting presents a mixed ballot: six of ten director nominees receive an AGAINST vote because the company's stock has underperformed its own peer group by nearly 56 percentage points over three years, and the 5-year record provides no relief; the say-on-pay and auditor ratification proposals both pass our policy screens and receive FOR votes, while the majority-vote shareholder proposal also receives a FOR vote as a straightforward governance improvement. The new CEO (Lowery) and two KKR-designated directors joined recently enough to be exempt from the TSR trigger, representing a meaningful board refresh that may improve future performance accountability.
20 companies disclosed in 2026 proxy filing
