Carole Faig
HENRY SCHEINAbout Carole T. Faig
Carole T. Faig, age 63, is an independent director of Henry Schein, Inc. (HSIC) since 2023, and a designated SEC “audit committee financial expert.” A CPA with a 38‑year audit career at EY, she served as EY’s U.S. Health Sector Leader and as an Audit Partner, bringing deep finance, accounting, and healthcare industry expertise. She serves on HSIC’s Audit Committee and Strategic Advisory Committee. Education: B.B.A., Sam Houston State University; Certified Public Accountant (CPA).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EY LLP | U.S. Health Sector Leader | 2017–2020 | Led U.S. Health Sector practice; industry expertise and leadership credentials |
| EY LLP | Partner, West Region Health & Life Sciences market segment | 2019–2021 | Regional leadership; human capital leadership recognition |
| EY LLP | Audit Partner | 1996–2018 | 38-year audit career; finance and accounting expertise (CPA) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cue Health Inc. (public) | Director | 2021–May 2024 | Former public company directorship |
| Affinia Therapeutics (private) | Director | n/a | Private company board |
| QuVa Pharma (private) | Director | n/a | Private company board |
| PATH (non-profit) | Board Member | n/a | Global health equity focus |
| SCAN (non-profit Medicare Advantage plan) | Board Member | n/a | Healthcare governance exposure |
Board Governance
- Independence and financial expertise:
- Classified as independent under Nasdaq Rule 5605(a)(2). Designated “audit committee financial expert” by HSIC’s Board.
- Committee assignments and remit:
- Audit Committee member; committee oversees financial reporting, internal controls, auditor independence, and reviews conflicts and related-party transactions. Ms. Faig is one of the committee’s designated financial experts.
- Strategic Advisory Committee member; committee advises on monitoring and implementation of corporate strategic plan.
- Attendance and board activity:
- In fiscal 2024, the Board met 9 times; Audit (5), Compensation (8), Nominating & Governance (2), Regulatory/Compliance/Cybersecurity (6), Strategic Advisory (3). Each director attended at least 75% of meetings of the Board and committees on which they served.
- Independent directors meet at regularly scheduled executive sessions without management present.
- Shareholder engagement:
- 2024 Say‑on‑Pay support: 87.8% “FOR.” Engagement offered to holders of ~67% and held with ~56% of shares; engagement led by Lead Director/Nominating & Governance Chair (Laskawy) and Ms. Faig.
Fixed Compensation (Non‑Employee Director, Fiscal 2024)
| Component | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer | $100,000 (increased from $90,000 for 2024) | |
| Committee meeting fees | $2,200 per committee meeting attended | |
| Chair retainers | Audit: $25,000; Compensation: $20,000; Nominating & Governance: $15,000; Regulatory/Compliance/Cybersecurity: $15,000; Strategic Advisory: $15,000 | |
| Special per‑meeting fees (2023 cyber review) | $2,200 per meeting for Audit and Regulatory/Compliance/Cybersecurity members conducting the review (paid in 2024) |
Director‑specific cash compensation (2024):
| Director | Fees Earned or Paid in Cash ($) |
|---|---|
| Carole T. Faig | $106,600 |
Notes:
- HSIC does not grant option awards or performance‑based annual incentive (bonus) to non‑employee directors.
Performance Compensation (Equity and Terms)
| Item | Detail | Source |
|---|---|---|
| 2024 RSU grant | 2,604 RSUs granted March 4, 2024; grant date fair value $200,000; time‑based vesting; cliff vests 12 months from grant date (service‑based) | |
| Change‑in‑Control treatment | Full accelerated vesting upon a change in control (single trigger; no termination required) | |
| Deferral election | Directors may defer RSU payouts to specified future dates or termination; further re‑deferrals permitted under 409A | |
| 2024 participation in deferral plans | None of the non‑employee directors participated in the Director Deferred Compensation Plan in 2024 | |
| Options/Performance‑based pay | No option grants; no non‑equity incentive compensation for non‑employee directors |
Director‑specific equity compensation (2024):
| Director | Stock Awards ($) | Notes |
|---|---|---|
| Carole T. Faig | $200,000 | RSUs valued at grant date fair value per ASC 718 |
Compensation mix (Faig, 2024): ~$106.6k cash vs $200k equity → ~35% cash / ~65% equity (calculated from ).
Other Directorships & Interlocks
| Company | Public/Private | Role | Dates | Committee Roles (if disclosed) |
|---|---|---|---|---|
| Cue Health Inc. | Public | Director | 2021–May 2024 | Not specified |
| Affinia Therapeutics | Private | Director | n/a | Not specified |
| QuVa Pharma | Private | Director | n/a | Not specified |
No shared directorships disclosed with HSIC’s named competitors, suppliers, or customers; no interlock concerns identified in the proxy.
Expertise & Qualifications
- CPA; 38‑year EY audit career; SEC audit committee financial expert designation.
- Healthcare industry expertise (led EY’s U.S. Health Sector and West Region Health & Life Sciences practices).
- Leadership and human capital expertise; EY awards for inclusive leadership.
- Education: B.B.A., Sam Houston State University.
Equity Ownership
| Item | Amount/Status | As Of | Source |
|---|---|---|---|
| Beneficial ownership (Faig) | 2,604 shares; less than 0.50% of outstanding | March 24, 2025 | |
| Unvested RSUs outstanding (each non‑employee director) | 2,604 RSUs outstanding at FY2024 year‑end | December 28, 2024 | |
| Deferred RSUs (Faig) | No RSUs deferred as of FY2024 year‑end | December 28, 2024 | |
| Stock ownership policy (directors) | Greater of 10,000 shares or 5× annual retainer; 5 years to comply for new directors; all non‑employee directors in compliance; anti‑hedging and anti‑pledging policies in place | Policy; FY2024 status |
Notes:
- HSIC prohibits hedging and pledging by directors, supporting alignment with shareholders.
Governance Assessment
- Positives for investor confidence:
- Strong financial oversight credentials (CPA; SEC “financial expert”) and placement on Audit Committee, which oversees financial reporting, internal controls, auditor independence, and reviews related‑party transactions. This strengthens board effectiveness on risk and financial integrity.
- Active shareholder engagement: Ms. Faig co‑led 2024–2025 outreach with the Lead Director; Say‑on‑Pay support at 87.8% in 2024 indicates generally supportive investor sentiment.
- Compensation structure skews to equity (approx. 65% equity for 2024), no performance bonuses or options for directors, reducing short‑term risk‑taking incentives and potential conflicts.
- Independence affirmed under Nasdaq rules; independent director executive sessions held regularly.
- Watch items / potential red flags:
- Director RSUs vest fully upon a change in control without a termination requirement (single‑trigger acceleration), which some investors view as less stringent than double‑trigger structures.
- Beneficially owned shares reported at 2,604 as of March 24, 2025 (<0.5%); while HSIC states all directors are in compliance with ownership policy (which can include certain unvested RSUs and provides a 5‑year ramp), the reported share count is modest and merits ongoing monitoring for alignment growth.
- No related‑party transactions disclosed involving Ms. Faig; Audit Committee maintains oversight of related‑party reviews. Continued vigilance remains appropriate.
No specific legal proceedings, SEC investigations, pledging, hedging, or say‑on‑pay distress related to Ms. Faig are disclosed in the 2025 proxy; attendance thresholds were met (≥75%).
Appendix: Board/Committee Activity Context
| Body | Meetings in FY2024 | Notes |
|---|---|---|
| Board of Directors | 9 | Each director attended ≥75% of applicable meetings |
| Audit Committee | 5 | Financial reporting, internal controls, related‑party reviews |
| Strategic Advisory Committee | 3 | Strategy monitoring and advice |