Henry Schein: appoints new chief financial officer

What happened

• The company announced that Ronald N. South will continue to serve as senior vice president and chief financial officer and as the company’s principal financial officer and principal accounting officer through Nov 3, 2026, and will transition to the role of senior advisor effective Nov 4, 2026.
• The board approved the appointment of Emmanuel Caprais to initially serve as senior financial advisor on Oct 12, 2026 and, effective Nov 4, 2026, to serve as senior vice president, chief financial officer and as the company’s principal financial officer and principal accounting officer.

Key details

• Mr. Caprais will have an annual base salary of $750,000 and a target annual bonus opportunity of $750,000 under the company’s Incentive Plan.
• He is eligible for a one-time cash sign-on bonus of $25,000 and a 2027 long-term incentive award with an estimated grant date fair value of $2,500,000 (expected in Mar 2027).
• He is eligible for a one-time sign-on equity award with an estimated grant date fair value of $250,000 (to be granted in Dec 2026): 50% performance-based restricted stock units vesting on the third anniversary subject to performance, and 50% time-based restricted stock units vesting ratably over four years.
• Mr. South will be entitled to payments and benefits under the company’s amended and restated Executive Severance Plan in connection with the transition.
• Mr. Caprais is subject to a restrictive covenant, confidentiality and inventions agreement with non-compete, non-solicitation and non-interference covenants during employment and for 18 months after termination.

Why it may matter

• This report was filed under Item 5.02 (departure of directors or certain officers; election of directors) and Item 7.01 (Regulation FD disclosure) and describes the officer transition, related compensation arrangements and restrictive covenants. The filing does not show why the insider traded or why the company acted.