DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

HENRY SCHEIN, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☑	No fee required.

☐	Fee paid previously with preliminary materials.

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

LOGO

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 21, 2026

Dear Stockholders:

You are cordially invited to attend the 2026 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 21, 2026. This year’s meeting is a virtual stockholder meeting, conducted exclusively via a live audio webcast at www.virtualshareholdermeeting.com/HSIC2026. You will be able to attend the Annual Meeting online, vote and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/HSIC2026 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:

to consider the election of ten incumbent directors of the Company for terms expiring in 2027;

to consider the approval, by non-binding vote, of the 2025 compensation paid to the Company’s Named Executive Officers (as defined in the proxy statement) (commonly known as a “say-on-pay” proposal);

to ratify the selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 26, 2026;

to consider the approval, by non-binding vote, of a shareholder proposal to Govern by Majority Vote; and

to transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

Only stockholders of record at the close of business on March 23, 2026 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 23, 2026 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.

STANLEY M. BERGMAN

Chairman of the Board of Directors

Melville, New York

April 8, 2026

LOGO

A LETTER TO STOCKHOLDERS

FROM

PHILIP A. LASKAWY, LEAD DIRECTOR

Dear Stockholders:

As we approach the 2026 Annual Meeting of Stockholders, it is a privilege to share with you some reflections on the past year and the Board’s ongoing commitment to creating long-term value for Henry Schein stockholders.

Serving as your Lead Director is both an honor and a responsibility I take seriously. I work alongside an engaged Board of Directors who are deeply committed to providing strong oversight of management and advancing the strategic interests of our Company and all stakeholders.

Throughout 2025, the Board maintained active and substantive engagement with management on all aspects of strategy and execution, including the value creation initiatives we launched during the year to increase efficiency, further enhance profitability and position us for long term growth. We held twelve Board meetings in fiscal 2025, and our five standing committees provided focused oversight in their respective areas of expertise.

Welcoming Frederick M. Lowery as CEO and Director

One of the Board’s most critical responsibilities is ensuring effective leadership succession. In July 2025, Stanley M. Bergman announced his plans to retire as Chief Executive Officer after more than four decades of exceptional leadership with the Company. The Board, through the Nominating and Governance Committee, immediately commenced a comprehensive search process to identify his successor.

Our approach was rigorous and deliberate. We conducted an extensive review of both internal and external candidates, and the search generated tremendous interest from high-caliber executives. We were seeking a leader with deep domain expertise in healthcare distribution and manufacturing, a proven track record of driving operational excellence and value creation, strong commercial capabilities, and values that align with Henry Schein’s culture and commitment to doing well by doing good.

After our thorough evaluation and deliberation, the Board of Directors selected Frederick M. Lowery as Henry Schein’s next Chief Executive Officer and member of the Board of Directors, effective March 2, 2026. Fred brings more than two decades of healthcare expertise, with extensive experience in both distribution and owned product businesses that closely aligns with Henry Schein’s integrated business model. His track record of scaling complex global operations and driving above-market performance, combined with his values-driven leadership approach, make him the perfect choice to lead Henry Schein’s next chapter of growth.

At the writing of this letter, I am pleased to say that Fred’s onboarding is progressing exceedingly well. He is engaging all our stakeholders (stockholders, customers, Team Schein Members, supplier partners, and the communities where we operate) as part of this process as he dives into all the details of what makes Henry Schein special and where we have the most opportunities to improve and create value.

On behalf of the entire Board of Directors, I want to thank Stan Bergman for his extraordinary leadership and invaluable contributions over more than four decades.

Reduction in the Size of the Board

Stan notified the Board of Directors of his intent to retire as Chairman of the Board of Directors as of the end of the 2026 Annual Meeting of Stockholders and the Board of Directors has approved the appointment of Stan as Chairman Emeritus, effective upon his retirement as Chairman. The Board of Directors intends to appoint a new Chairman promptly following the Annual Meeting.

In furtherance of our previously disclosed plan to reduce the size of the Board of Directors, Joseph L. Herring, Robert J. Hombach, Scott Serota and Bradley T. Sheares will not stand for reelection at the Annual Meeting. Accordingly, the Board of Directors has approved a reduction in the size of the Board of Directors from fifteen to ten members, effective as of the end of the Annual Meeting.

The Board of Directors believes the directors nominated for election at the Annual Meeting will continue to enable robust dialogue and debate in the boardroom while maintaining the right mix of perspectives, experience and skills. Our directors bring perspectives in areas critical to the Company and our strategy, including, among other things, leadership and public board experience, strategic transformation, healthcare, technology, cybersecurity, finance/accounting, operational excellence, corporate growth, mergers and acquisitions, executive compensation, human capital management and brand management.

Actively Engaging with Stockholders

The Board values the perspectives of our stockholders and maintains ongoing dialogue on matters of importance to our investors. In 2025 and early 2026, we engaged in extensive conversations with stockholders on corporate governance, board composition and succession planning, commercial strategy, executive compensation, and capital allocation.

As part of our annual review of our executive compensation program, and after considering stockholder perspectives through our engagement with them, we made several refinements, including changes to the Company’s annual bonus program and long-term incentive program, to increase our collective focus on financial performance.

Looking Ahead

We are confident in Henry Schein’s strategic direction, the strength of our business model, and the quality of our leadership team. With Fred leading the Company as CEO, supported by a deep bench of talented executives and more than 25,000 dedicated Team Schein Members worldwide, Henry Schein is well-positioned to build on our track record of growth and value creation for all our stakeholders, including our stockholders, customers, Team Schein Members, supplier partners, and the communities where we operate.

On behalf of the entire Board of Directors, I thank you for your continued investment in and support of Henry Schein.

PHILIP A. LASKAWY

Lead Director and Chair, Nominating and Governance Committee

Melville, New York

April 8, 2026

iii

LOGO

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 23, 2026 (the “Record Date”) 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 2026 Annual Meeting of Stockholders (to be held virtually at 10:30 a.m., Eastern Daylight Time, on Thursday, May 21, 2026) (the “Annual Meeting”). As of the Record Date, 114,748,051 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 8, 2026. A copy of our 2025 Annual Report to Stockholders is being made available with this proxy statement but is not incorporated herein by reference.

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

At the Annual Meeting, a “FOR” vote by a majority of votes cast is required for the election of directors (Proposal 1). A “FOR” vote by a “majority of votes cast” means that the number of shares voted “FOR” exceeds the number of votes “AGAINST.” Abstentions and broker non-votes shall not constitute votes “FOR” or votes “AGAINST” a director, and thus will have no effect on the outcome of Proposal 1. Proposals 2, 3 and 4 each require the affirmative “FOR” vote of the holders of a majority of the outstanding shares of common stock present in person or represented by proxy and entitled to vote on the matter. Broker non-votes will have no effect on the outcome of Proposals 2, 3 and 4, but abstentions will have the same effect as a vote “AGAINST” each such proposal.

We will pay all expenses of this proxy solicitation. In addition to this proxy solicitation, proxies may be solicited in person or by telephone or other means, 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.

If you are a participant in the Henry Schein, Inc. 401(k) Savings Plan (the “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/HSIC2026. 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 11, 2026, 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 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/HSIC2026.

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/HSIC2026 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” all nominees for election 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 26, 2026, “AGAINST” the Govern by Majority Vote shareholder proposal 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 investor@henryschein.com before the beginning of the Annual Meeting.

Stockholder Communications

Stockholders who wish to communicate with the Board of Directors may do so by emailing investor@henryschein.com. 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 attended the 2025 Annual Meeting of Stockholders (the “2025 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 2025 and early 2026 we engaged in dialogue with our stockholders. Our conversations focused on a wide range of topics, including corporate governance (such as board composition and succession planning), executive compensation, commercial strategy and capital allocation. Our continued engagements in recent years have resulted in several actions summarized in the chart below.

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.


Topics Discussed		Company Actions

Corporate Governance		• Following an extensive CEO search, the Board of Directors appointed Frederick M. Lowery as the Company’s Chief Executive Officer and a member of the Board of Directors, effective March 2, 2026, succeeding Stanley M. Bergman who was our Chief Executive Officer for more than 35 years and remains Chairman of our Board of Directors. • Effective as of the end of the Annual Meeting, the Company’s Board of Directors will be reduced from fifteen to ten directors with nine independent directors (as defined under Rule 5605(a)(2) of The Nasdaq Stock Market (“Nasdaq”)) (90%) (all independent other than our CEO, Mr. Lowery) and average tenure of 6.2 years. The Board of Directors periodically reviews its size and composition and believes that the incumbent director nominees will continue to enable robust dialogue and debate in the boardroom while maintaining the right mix of perspectives, experience and skills.

Executive Compensation		• The Compensation Committee approved certain refinements to our executive compensation program design that became effective starting with the Company’s fiscal year ended December 27, 2025 (“fiscal 2025”) while maintaining certain other features of our program: ➣ Removed all individual performance goals and non-financial goals under the 2025 HSIP: The Compensation Committee removed all non-financial goals from the Strategic Scorecard Goals (as defined herein) and all individual performance goals from the 2025 annual bonus program under the Henry Schein Incentive Plan (“HSIP”). Additionally, the weighting (expressed as a percentage of the HSIP target payout) for the Company Financial/EPS Goals (as defined herein) was increased to 40% for all Named Executive Officers (except for Mr. Bergman), with the Business Financial Goals (as defined herein) and Strategic Scorecard Goals each set at 30%. Mr. Bergman’s weights remained 70% Company Financial/EPS Goal and 30% Strategic Scorecard Goals. ➣ Maintained at least 50% of all equity grants to Named Executive Officers as PSUs (65% for Mr. Bergman): Awards under the 2025 Long Term Incentive Program (“LTIP”) under the Henry Schein, Inc. 2024 Stock Incentive Plan (as amended and restated as of May 21, 2024) (the “2024 Stock Incentive Plan”) for Mr. Bergman consist of 65% performance-based restricted stock units (“PSUs”) and 35% time-based restricted stock units (“RSUs”), and for our Named Executive Officers (other than Mr. Bergman), consist of 50% PSUs and 50% RSUs. ➣ 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 earnings per share (“EPS”) and 50% three-year average return on invested capital (“ROIC”) as opposed to 75% and 25%, respectively, under the 2024 LTIP.

Capital Allocation		• The Company continues to return capital to stockholders through our stock repurchase program, which as of December 27, 2025 had $780 million authorized and available for future stock repurchases. • The Board of Directors regularly reviews the Company’s capital structure.

On January 29, 2025, the Company announced a strategic investment by investment funds and other entities affiliated with Kohlberg Kravis Roberts & Co. L.P. (“KKR”) pursuant to the terms of a Strategic Partnership Agreement (the “Strategic Partnership Agreement”) with KKR. Under the Strategic Partnership Agreement, two independent directors, Max Lin and William K. “Dan” Daniel (each, and any replacement thereof, a “KKR Designee”), joined our Board of Directors. On May 16, 2025, we issued 3,285,152 shares of common stock to funds affiliated with KKR for an investment of $250 million, at approximately $76.10 per share. Pursuant to the Strategic Partnership Agreement, KKR also had the ability to purchase additional shares via open market purchases up to a total equity stake of 14.9% of the outstanding shares of common stock of the Company. On November 4, 2025, the Company and KKR entered into an amendment to the Strategic Partnership Agreement that increased the beneficial ownership limit from 14.9% to 19.9% of the outstanding shares of the Company’s common stock that KKR is permitted to acquire during the standstill period. The standstill provisions, including the increased ownership limit, continue in effect for a period of six months following the later of the expiration of the term of the Strategic Partnership Agreement and the date on which no director appointed pursuant to the Strategic Partnership Agreement is serving on the Company’s Board of Directors. On December 7, 2025, pursuant to the Strategic Partnership Agreement, KKR notified the Company of its election to exercise the Extension Election (as defined in the Strategic Partnership Agreement) whereby the Company’s Board of Directors has accordingly renominated the KKR Designees to stand for election at the Annual Meeting for a term expiring at the Company’s 2027 annual meeting of stockholders (the “2027 Annual Meeting”).

PROPOSAL 1

ELECTION OF INCUMBENT DIRECTORS

The Company’s Board of Directors (the “Board of Directors” or the “Board”) has approved the ten persons named below as nominees for election at the Annual Meeting to serve as directors until the 2027 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. Stanley M. Bergman notified the Board of Directors of his intent to retire as Chairman of the Board of Directors as of the end of the Annual Meeting and the Board of Directors has approved the appointment of Mr. Bergman as Chairman Emeritus effective upon his retirement as Chairman. The Board of Directors intends to appoint a new Chairman promptly following the Annual Meeting. In furtherance of our previously disclosed plan to reduce the size of the Board of Directors, Joseph L. Herring, Robert J. Hombach, Scott Serota and Bradley T. Sheares will not stand for reelection at the Annual Meeting. Accordingly, the Board of Directors has approved a reduction in the size of the Board of Directors from fifteen to ten members, effective as of the end of the Annual Meeting.

All of the nominees for director named below currently serve as directors and were elected by the stockholders at the 2025 Annual Meeting to serve as a director (except for Frederick M. Lowery, who was appointed as a director by the Board of Directors on January 10, 2026, 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 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 8, 2026, concerning the nominees named below:


Name	Age	Position
Mohamad Ali	55	Director
William K. “Dan” Daniel	61	Director
Deborah Derby	62	Director
Carole T. Faig	64	Director
Kurt P. Kuehn	71	Director
Philip A. Laskawy	85	Director
Max Lin	44	Director
Frederick M. Lowery	55	Chief Executive Officer, Director
Anne H. Margulies	70	Director
Reed V. Tuckson, M.D., FACP	75	Director

Mohamad Ali

Senior Vice President and Head of IBM Consulting, IBM Corporation

Age: 55

Independent Director since 2021

Committee

•

Nominating and Governance Committee

Professional Experience

•

Senior Vice President and Head of IBM Consulting, IBM Corporation (July 2024-Present)

•

Former Senior Vice President and Chief Operating Officer of IBM Consulting, IBM Corporation (September 2023-June 2024)

•

Former CEO and Director, IDG, Inc. (2019-May 2023)

•

Former President and CEO, Carbonite, Inc. (2014-2019)

•

Former Chief Strategy Officer, HP Inc. (2012-2014)

•

Former President, Avaya Global Services, Avaya LLC (2009-2012)

•

Former Vice President (Business Strategy, Information Management Division), IBM Corporation (1996-2009)

Key Skills & Qualifications

•

Strategic Transformation: as the former Chief Strategy Officer of HP Inc., Mr. Ali played a pivotal role in the company’s turnaround and led the decision process to split HP Inc. into two companies

•

Management and Leadership Experience: Mr. Ali has had significant experience as CEO of a number of technology companies in addition to serving in senior leadership roles at IBM Consulting, HP Inc., Avaya LLC and IBM Corporation

•

Technology Industry Leadership Experience: Mr. Ali has experience in growth and leadership across the strategic software development, cloud infrastructure and data analytics space. Most recently, Mr. Ali served as CEO of IDG, Inc., a leading market intelligence and demand generation company focused on the technology industry, and previously served as CEO of Carbonite, Inc., a global leader in data protection, where he successfully led the company’s continued growth and service to midsize businesses and consumers

•

Public Company Board or Governance Experience: Mr. Ali has served on multiple public company boards in the technology and banking space, including at Carbonite, Inc., City National Bank and iRobot Corporation (where he was also Lead Independent Director)

•

Corporate Strategy / M&A: Mr. Ali has extensive experience in evaluating, executing and leading M&A transactions. As the former VP of Business Strategy in IBM Corporation’s Information Management division, Mr. Ali helped lead the acquisition of numerous companies to build IBM Corporation’s analytics and big data business. Mr. Ali also served as Chief Strategy Officer at HP Inc., further contributing to his experience in this regard

•

Corporate Sustainability: Mr. Ali has experience managing social, ethical and environmental responsibility considerations across global supply chains

Other Boards

•

IDG, Inc. (2019-2023)

•

iRobot Corporation (2015-2024)

•

Carbonite, Inc. (2014-2019)

•

City National Bank (2013-2015)

Organizations

•

Board Member and Former Chairperson, Massachusetts Technology Leadership Council

•

Former Board Member, Oxfam America

Awards & Recognition

•

Named to Boston Globe’s Tech Power Players 50 list

•

Named the 2018 CEO of the Year (Massachusetts Technology Leadership Council)

•

Member of the 2018 Public Board of the Year (National Association of Corporate Directors, New England Chapter)

•

Recognized in 2018 as one of the 100 Most Powerful People in Boston (Boston Magazine)

•

Recipient of Mass High Tech Magazine’s 2011 MHT All-Stars Awards

•

Listed in 2008 as a 40-Under-40 (Boston Business Journal)

•

Finalist in America’s prestigious 1988 Westinghouse Science Talent Search

Education

•

M.S., Stanford University (Electrical Engineering)

•

B.S., Stanford University (Computer Engineering)

•

B.A., Stanford University (History)


William K. “Dan” Daniel Executive Advisor, Kohlberg Kravis Roberts & Co. L.P. (KKR)
Age: 61 Independent Director since May 2025
Committees • Compensation Committee • Strategic Advisory Committee


Professional Experience
• Executive Advisor (Americas Private Equity), KKR (2020-Present)
• Former Executive Vice President, Danaher Corporation (2006-2020)
• Former Senior Vice President and President, Light Vehicle Aftermarket, Arvin Industries (became ArvinMeritor in 2000 when Arvin Industries, Inc. and Meritor Automotive, Inc. merged) (1987-2006)


Key Skills & Qualifications • Management and Leadership Experience: decades of global leadership experience in Healthcare and Industrial sectors, including 14 years as Executive Vice President at Danaher, where he oversaw multiple business segments and played a key role in advancing Danaher’s business systems and culture; Mr. Daniel oversaw Danaher’s Industrial Technologies and Life Sciences portfolios until 2017, after that he led the company’s Diagnostics and Dental segments • Corporate Strategy / M&A: led strategies to drive operating performance and growth and to implement employee engagement models at KKR portfolio companies as an Executive Advisor to KKR; Mr. Daniel spearheaded multiple M&A transactions and other strategic initiatives in the Healthcare industry, including leading the transition of Pall Corporation into Danaher as well as the life sciences and product identification portfolios; Mr. Daniel also helped oversee the separation of Danaher’s Dental business into a standalone public company • Public Company Board and Governance Experience: served as a Director at Envista Holdings Corporation

Other Boards

•

CIRCOR (2023-Present) (Chairman) (private)

•

Therapy Brands Holdings, LLC (d.b.a. Ensora Health) (2021-Present) (Chairman) (private)

•

Fortifi Food Processing Solutions (2021-Present) (Chairman) (private)

•

Envista Holdings Corporation (2019-2020)

Education

•

M.B.A., University of Virginia Darden School of Business (Business Administration and Management)

•

B.A., DePauw University (Economics)

Deborah Derby

CEO, The Honey Baked Ham Company, LLC; and Former President and CEO,

Carrols Restaurant Group, Inc.

Age: 62

Independent Director since 2021

Committees

•

Compensation Committee (Chair)

•

Nominating and Governance Committee

Professional Experience

•

CEO, The Honey Baked Ham Company, LLC (January 2026-Present)

•

Former Operating Partner, Garnett Station Partners (October 2024-January 2026)

•

Former President and CEO, Carrols Restaurant Group, Inc. (May 2023-June 2024)

•

Former President, Horizon Group USA, Inc. (2016-2020)

•

Former Executive Vice President and Vice Chairman, Toys “R” Us, Inc. (2013-2015)

•

Former Chief Administrative Officer, Toys “R” Us, Inc. (2009-2012)

•

Former President of Babies “R” Us, Toys “R” Us, Inc. (2006-2009) and served in various human resource positions of increasing responsibility (2000-2006)

•

Former Employment Law Attorney, Whirlpool Corporation (1992-2000)

•

Former Corporate Attorney at a large law firm in Michigan (1990-1992)

Key Skills & Qualifications

•

Management and Leadership Experience: gained through experience as President and CEO of Carrols Restaurant Group, Inc., President of Horizon Group USA, Inc., as well as various roles of increasing responsibility at Toys “R” Us, Inc., including as Executive Vice President, Vice Chairman and Chief Administrative Officer, as well as Corporate Secretary, Executive Vice President, Human Resources, Legal & Corporate Communications and President of the Babies “R” Us division

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Public Company Board and Governance Experience: service as a member of the board of directors of Carrols Restaurant Group, Inc. and Vitamin Shoppe, Inc., and Chair of each company’s Compensation Committee

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Compensation / Human Resources: gained through experience as Corporate Director of Compensation & Benefits globally at Whirlpool Corporation, practicing corporate and employment law at both Whirlpool Corporation and a large law firm in Michigan and as Corporate Secretary and Executive Vice President of Human Resources and Legal & Corporate Communications at Toys “R” Us, Inc.

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Corporate Strategy / Operations: considerable experience across a wide range of industries and markets, and particular expertise in strategy, operations and supply chain management; serves as Operating Partner at Garnett Station Partners, and was formerly President, CEO and director at Carrols Restaurant Group, Inc. (acquired by Restaurant Brands International in 2024), President of Babies “R” Us and a director at Vitamin Shoppe, Inc. (acquired by Franchise Group Inc. in 2023)

Other Boards

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Carrols Restaurant Group, Inc. (2018-2024) (Compensation Committee Chair)

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Vitamin Shoppe, Inc. (2012-2019) (Compensation Committee Chair, Nominating and Governance Committee member, and Strategic Committee member)

Organizations

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Former Board Member, Toys “R” Us Children’s Foundation

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Former Board Member, K.I.D.S. (Kids in Distressed Situations)

Education

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J.D., University of Notre Dame

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M.B.A., University of Notre Dame

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B.A., Harvard University (General Studies, Concentrating in Economics)

Carole T. Faig

Former U.S. Health Sector Leader, EY LLP

Age: 64

Independent Director since 2023

Committees

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Audit Committee

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Strategic Advisory Committee

Professional Experience

•

Former U.S. Health Sector Leader, EY LLP (2017-2020)

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Former Partner (West Region’s Health and Life Sciences market segment), EY LLP (2019-2021)

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Former Partner (Audit), EY LLP (1996-2018)

Key Skills & Qualifications

•

Healthcare Industry Expertise: gained through experience leading EY LLP’s U.S. Health Sector practice, as well as previously serving as head of EY LLP’s West Region Health and Life Sciences practice, where she gained a deep understanding of the industry’s complexities and challenges; also, serves as a board member of multiple private-equity backed private businesses

•

Management and Leadership Experience: previously held multiple leadership roles in both national and regional capacities at EY LLP, including as U.S. Health Sector Leader, Head of the West Region’s Health and Life Sciences market segment and as an Audit Partner

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Finance and Accounting Expertise: Certified Public Accountant (CPA) with a 38-year career as an Audit Partner at EY LLP (global accounting firm)

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Human Capital Matters: recognized for her leadership related to human capital matters

Other Boards

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Cue Health Inc. (2021-2024)

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Affinia Therapeutics (private)

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QuVa Pharma (private)

Organizations

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Board Member, PATH (non-profit organization focused on global health equity)

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Board Member, SCAN (non-profit Medicare Advantage plan)

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Board Member, Banner Health (non-profit health care system)

Awards & Recognition

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Awarded EY’s Chairman’s Value Award and Americas Assurance Inclusive Leadership Award in recognition of her commitment to building an inclusive workplace

Education

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Certified Public Accountant (CPA)

•

B.B.A., Sam Houston State University

Kurt P. Kuehn

Former Chief Financial Officer, United Parcel Service, Inc. (UPS)

Age: 71

Independent Director since 2016

Committees

•

Audit Committee (Chair)

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Regulatory, Compliance and Cybersecurity Committee


Professional Experience
• Former Chief Financial Officer, United Parcel Service, Inc. (UPS) (2008-2015) • Former Senior Vice President (Worldwide Sales and Marketing), United Parcel Service, Inc. (UPS) (2004-2008) • Former Vice President (Investor Relations), United Parcel Service, Inc. (UPS) (1999-2004) • Previously held various leadership roles in sales, marketing, engineering, operations and strategic cost planning since joining United Parcel Service, Inc. (UPS) in 1977

Key Skills & Qualifications

•

Strategic Transformation: as the former Senior Vice President of Worldwide Sales and Marketing at United Parcel Service, Inc. (UPS), Mr. Kuehn led the transformation of the company’s sales organization

•

Management and Leadership Experience: previously held several executive positions at United Parcel Service, Inc. (UPS), including most recently as CFO, and previously as Senior Vice President of Worldwide Sales and Marketing and Vice President of Investor Relations, where he helped take the company public in 1999 as one of the largest IPOs in U.S. history

•

Marketing / Brand Management: as the former Senior Vice President of Worldwide Sales and Marketing at United Parcel Service, Inc. (UPS), Mr. Kuehn gained considerable experience in marketing and brand management, as well as understanding the needs of global customers

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Operations / Logistics: with experience gained through a 37+ year career with United Parcel Service, Inc. (UPS), a leading distribution and logistics platform, Mr. Kuehn gained insight into the management of global operations and efforts to improve the global customer experience

•

Finance and Accounting: as CFO of United Parcel Service, Inc. (UPS), Mr. Kuehn gained valuable leadership experience and comprehensive knowledge of corporate finance and accounting, as well as insights into strategic cost planning and the needs of global customers

•

Corporate Sustainability: led strategic sustainability efforts throughout his time as CFO at United Parcel Service, Inc. (UPS), and as advisor to the company’s Environmental Impact Council; previously served as a member of the Sustainability Accounting Standards Board (SASB)


Other Boards • LocatorX (2020-present) (private) • NCR Corporation (2012-2020) (Audit Committee Chair)

SEC Form DEF 14A filed by Henry Schein Inc.