Bradley Sheares
HENRY SCHEINAbout Bradley T. Sheares
Bradley T. Sheares, Ph.D., age 68, is an Independent Director of Henry Schein (HSIC) since 2010. He is the Chair of the Strategic Advisory Committee and serves on the Compensation Committee and the Nominating and Governance Committee. Previously CEO of Reliant Pharmaceuticals and President of U.S. Human Health at Merck, he brings deep healthcare operating and regulatory experience; education includes a Ph.D. in Biochemistry (Purdue) and a postdoctoral fellowship at MIT’s Center for Cancer Research .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reliant Pharmaceuticals, Inc. | Chief Executive Officer | Jan 2007–Dec 2007 | Led company through sale to GSK in 2007 |
| Merck & Co. | President, U.S. Human Health | 2001–2006 | Senior operating leader; 20 years total pharma experience cited |
External Roles
| Company | Role | Tenure | Committee Roles/Notes |
|---|---|---|---|
| Honeywell International | Director | 2004–2018 | Retirement Plan Committee Chair; Management, Development & Compensation Committee member |
| The Progressive Corporation | Director | 2003–2018 | Compensation Committee Chair; Audit Committee member |
| Covance Inc. | Director | 2009–2015 | Compensation Committee Chair |
| IMS Health Incorporated | Director | 2009–2010 | Compensation Committee member |
Board Governance
- Committee assignments: Strategic Advisory Committee Chair; Compensation Committee member; Nominating & Governance Committee member .
- Independence: Board has affirmatively determined Dr. Sheares is independent under Nasdaq Rule 5605(a)(2) .
- Attendance and engagement: In FY2024 the Board met 9 times; each committee met as follows—Audit (5), Compensation (8), Nominating & Governance (2), Regulatory/Compliance/Cybersecurity (6), Strategic Advisory (3). Each director attended at least 75% of the Board and committee meetings for which they served in 2024 . All directors then in office except Mohamad Ali and James P. Breslawski attended the 2024 annual meeting (implying Dr. Sheares attended) .
- Executive sessions and leadership: Independent directors meet in regular executive sessions; Philip A. Laskawy is Lead Director .
Fixed Compensation
| Component | Detail | FY2024 Amount/Terms |
|---|---|---|
| Cash fees (total) | Fees earned/paid in cash | $143,600 |
| Annual cash retainer | Non-employee director retainer increased in 2024 | $100,000 |
| Committee meeting fees | Per committee meeting attended | $2,200 per meeting |
| Committee chair retainer | Strategic Advisory Committee Chair (Dr. Sheares) | $15,000 |
| Lead Director retainer | Not applicable to Dr. Sheares | $40,000 (role-specific) |
| Options/bonuses | Non-employee directors receive no options or annual cash bonus | No options; no bonus |
2024 Director Equity Grant
| Grant Date | Instrument | Units | Grant-Date Fair Value | Vesting | Change-in-Control Treatment |
|---|---|---|---|---|---|
| Mar 4, 2024 | RSUs | 2,604 | $200,000 | 12-month cliff, time-based | Full acceleration upon change in control (if in service) |
Performance Compensation
- Not applicable: HSIC does not grant performance-based annual incentive compensation (bonuses) to non-employee directors .
Other Directorships & Interlocks
| Relationship | Details | Relevance/Signal |
|---|---|---|
| Historical interlock at Covance | Dr. Sheares served on Covance’s board (2009–2015) while HSIC director Joseph L. Herring was Covance CEO/Chair (CEO 2005–2015) | Prior professional overlap; no related-party transaction disclosed at HSIC. Monitor for perceived network influence; Board affirms independence . |
Expertise & Qualifications
- Healthcare operations and regulatory: Ex-CEO Reliant; 20 years at Merck; expertise in R&D, regulatory/legal, risk management (incl. supply chain risk) .
- Governance and compensation: Extensive public board service across healthcare, manufacturing, and insurance; chaired multiple compensation committees .
- Commercial leadership: Significant marketing, sales, and brand management experience .
- Education: Ph.D. Biochemistry (Purdue); NIH Postdoctoral Fellow at MIT; B.A. Chemistry (Fisk) .
Equity Ownership
| Metric | Amount/Status | As Of |
|---|---|---|
| Beneficial ownership (total shares) | 42,202 | Mar 24, 2025 |
| Directly owned | 5,369 | Mar 24, 2025 |
| Vested RSUs (payment deferred) | 36,833 | FY2024 year-end/Mar 24, 2025 footnote |
| Percent of shares outstanding | <0.50% | Mar 24, 2025 |
| Unvested RSUs outstanding (FY2024 YE for each non-employee director) | 2,604 | Dec 28, 2024 |
| Ownership guidelines | ≥10,000 shares or ≥5x annual retainer; 5 years to comply; all non-employee directors in compliance | Policy and compliance noted |
| Hedging/pledging | Prohibited for non-employee directors | Policy |
Note: Beneficial ownership breakdown for Dr. Sheares comprises 5,369 shares directly and 36,833 vested RSUs with deferred payment election .
Governance Assessment
- Strengths/positives:
- Independent director with long tenure (since 2010), Chairs the Strategic Advisory Committee and serves on the Compensation and Nominating & Governance Committees—strong alignment to strategic oversight and pay governance .
- Attendance and engagement: Met at least the 75% meeting attendance threshold; attended the 2024 annual meeting .
- Ownership alignment: Beneficial ownership of 42,202 shares and compliance with robust ownership guidelines; hedging/pledging prohibited .
- Pay-for-performance discipline: As a Compensation Committee member, oversaw a 0% payout of 2022 PSUs in March 2025 when EPS goals were not met, and supported refocusing annual bonus metrics on financial goals—signals responsiveness to shareholder feedback (87.8% 2024 say-on-pay support) and rigor in incentive outcomes .
- Watch items:
- Long tenure can raise independence perception concerns at some investors; Board annually evaluates independence and has refreshed membership (multiple new independent directors since 2021) .
- Historical external interlock with fellow HSIC director Joseph Herring at Covance; no HSIC related-party transactions disclosed, but remains a relationship to monitor from a governance optics perspective .
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