HENRY SCHEIN INC 8-K

What Happened

• Henry Schein filed an 8-K (Jan 12, 2026) announcing that its Board appointed Frederick M. Lowery as Chief Executive Officer, effective March 2, 2026. The Board expanded from 14 to 15 members and will appoint Lowery to fill the vacancy on the Effective Date. Current CEO Stanley M. Bergman will remain CEO until Lowery’s start date and will continue as Chairman after retiring as CEO.
• Lowery joins from Thermo Fisher Scientific, where he served as Executive VP and President, Laboratory Products and BioProduction. The company also approved amendments to its bylaws (effective Jan 10, 2026) to remove the requirement to appoint a President and to allow the Board to appoint a CEO who is not also President or Chairman. The Compensation Committee adopted an amended Executive Severance Plan effective March 2, 2026 to make the CEO eligible for severance benefits.

Key Details

• Base salary: $1,250,000 per year.
• Target annual bonus: at least 150% of base salary; 2026 performance mix = 70% EPS, 30% strategic scorecard; maximum 175% of target. Minimum 2026 bonus = $1,875,000.
• 2026 equity program: $10,000,000 target grant value (50% stock options vesting ratably over 4 years; 25% time‑based RSUs vesting ratably over 4 years; 25% performance RSUs vesting on year 3 subject to goals).
• Sign‑on and other payments: $2,500,000 sign‑on RSU award vesting over 3 years; relocation reimbursements up to $500,000; one‑time cash bonus of $1,184,000 subject to conditions.
• Severance: CEO eligible under amended plan. For qualifying termination not in connection with a change in control (Non‑CIC) typical CEO benefits include pro‑rated bonus, cash severance equal to 2x (base + average annual bonus over prior 3 years) paid over two years, pro‑rata equity acceleration (subject to performance), subsidized COBRA and outplacement. For change‑in‑control terminations, severance generally equals 2.5x base + target bonus plus accelerated vesting and continued benefits.

Why It Matters

• Leadership change is material: a new CEO with substantial compensation and equity incentives can affect strategy, governance and long‑term goal alignment. Investors should note the effective date (Mar 2, 2026), the significant equity package ($10M target plus $2.5M sign‑on award), and enhanced severance protections that now include the CEO.
• Governance update: the bylaw amendment gives the Board flexibility to separate CEO, President and Chair roles, which can influence succession planning and board oversight.
• No related‑party transactions or family relationships were reported between Lowery and Henry Schein officers or directors.