Dan Daniel
HENRY SCHEINAbout Dan Daniel
William K. “Dan” Daniel (age 60) is an Executive Advisor to KKR (Americas Private Equity) and former Executive Vice President at Danaher Corporation, where he led multiple segments including Diagnostics and Dental; he has been nominated to join Henry Schein’s Board (HSIC) for a term through 2026, contingent on specified regulatory approvals . He holds an MBA from the University of Virginia Darden School of Business and a BA from DePauw University; if elected/appointed upon approvals, the Board has determined he qualifies as an independent director under Nasdaq rules and is expected to serve on HSIC’s Compensation Committee and Strategic Advisory Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Danaher Corporation | Executive Vice President; oversaw Industrial Technologies and Life Sciences (to 2017), then Diagnostics and Dental | 2006–2020 | Led integration of Pall Corporation; helped oversee separation of Dental business into standalone public company (Envista) |
| Arvin Industries (became ArvinMeritor) | SVP & President, Light Vehicle Aftermarket | 1987–2006 | Senior operating leadership in industrials |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| KKR (Americas Private Equity) | Executive Advisor | 2020–Present | Advises portfolio companies; drives operating performance and M&A |
| CIRCOR (private) | Chairman | 2023–Present | KKR portfolio company |
| Therapy Brands (private) | Chairman | 2021–Present | KKR portfolio company |
| Fortifi Food Processing Solutions (private) | Chairman | 2021–Present | KKR portfolio company |
| Envista Holdings Corporation | Director | 2019–2020 | Dental industry public company (Danaher dental spin) |
Board Governance
- Election status: Nominated for election at the May 22, 2025 Annual Meeting; nomination is contingent on KKR obtaining specified regulatory approvals (Italy and Spain). If approvals are not received by the meeting, HSIC will withdraw the proposal and intends to appoint him upon receipt of approvals thereafter .
- Expected HSIC committee assignments upon joining: Compensation Committee; Strategic Advisory Committee .
- Independence: The Board has affirmatively determined Daniel is independent under Nasdaq Rule 5605(a)(2) .
- Board activity context: In fiscal 2024, HSIC’s Board held 9 meetings; each committee met 2–8 times; each director then in office attended at least 75% of Board/committee meetings (Daniel was not on the Board in 2024) .
- Lead independent director framework and independent executive sessions are in place .
Fixed Compensation (HSIC Non-Employee Director Program)
| Component | Amount/Terms |
|---|---|
| Annual cash retainer | $100,000 for FY2024 (raised from $90,000) |
| Committee meeting fees | $2,200 per committee meeting attended (including additional $2,200 per meeting for Audit and Regulatory/Cyber review meetings related to the 2023 cyber incident) |
| Chair retainers | Audit Chair $25,000; Compensation Chair $20,000; Nominating/Gov Chair $15,000; Regulatory/Cyber Chair $15,000; Strategic Advisory Chair $15,000 |
| Lead Director retainer | $40,000 |
| Annual equity (RSUs) | $200,000 grant date fair value (2,604 RSUs on Mar 4, 2024), 12-month cliff vest; full acceleration upon change in control |
| Deferral features | Directors may defer RSU settlement; eligible to defer director fees to cash or phantom share accounts under the Non-Employee Director Deferred Compensation Plan (no director elected to defer in 2024) |
HSIC discloses non-employee directors do not receive options or cash bonus incentive awards .
Performance Compensation
| Instrument | Metrics | Payout Range | Notes |
|---|---|---|---|
| Annual cash bonus (directors) | Not applicable | N/A | HSIC does not issue non-equity incentive plan compensation to non-employee directors |
| Options (directors) | Not applicable | N/A | HSIC does not grant option awards to non-employee directors |
| RSU vesting | Service-based only | N/A | 12-month cliff vest; full acceleration on change in control |
Other Directorships & Interlocks
| Company | Overlap/Interlock Consideration |
|---|---|
| KKR strategic partner | KKR agreed to invest $250M at $76.10/share (post-transaction ~12% ownership; may purchase up to 14.9%); KKR has nomination rights (Daniel, Lin) and certain voting commitments under a Strategic Partnership Agreement—Daniel serves as a KKR Executive Advisor, creating a potential affiliation consideration even though HSIC deems him independent under Nasdaq . |
| Dental industry exposure | Former Envista director (2019–2020) and previously oversaw Danaher’s Dental segment; HSIC is a leading dental distributor—no current board interlock disclosed, but sector familiarity is high . |
Expertise & Qualifications
- Decades of global operating leadership across healthcare and industrials; advanced Danaher Business System culture and integrations (e.g., Pall) .
- Deep M&A and portfolio transformation experience; helped oversee separation of Danaher’s Dental segment into Envista .
- Relevant to HSIC: diagnostics/dental domain expertise; operating rigor; value-creation in private equity contexts .
- Education: MBA (UVA Darden); BA (DePauw) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| William K. “Dan” Daniel | 0 | * |
- Stock ownership guidelines: Non-employee directors must own the greater of 10,000 shares or 5x the annual retainer (retainer was $100,000 in FY2024); newly appointed directors have 5 years to comply .
- Anti-hedging and anti-pledging: HSIC prohibits hedging/derivatives and pledging of company stock by non-employee directors .
Governance Assessment
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Positives for board effectiveness and investor confidence
- Relevant operating and dental/diagnostics expertise; track record of large-scale integrations and portfolio shaping that aligns with HSIC’s specialty/tech growth agenda .
- Expected placement on Compensation Committee brings operating and performance discipline; HSIC uses an independent consultant (Pearl Meyer) for executive and director pay and conducts independence reviews of advisory relationships .
- Strong board process: independent leadership (Lead Director), executive sessions, active committee structure, and robust meeting cadence; 2024 say‑on‑pay support was 87.8% .
-
Potential concerns and monitoring items
- RED FLAG: KKR affiliation and nomination rights. Daniel is a KKR Executive Advisor and KKR will hold a significant stake (approx. 12% with capacity to 14.9%) pursuant to the Strategic Partnership Agreement that also includes voting commitments—this may raise perceived influence risks, particularly with Daniel’s expected role on the Compensation Committee, though he is classified as independent under Nasdaq rules .
- Initial ownership alignment: As of the March 24, 2025 record date, Daniel held 0 HSIC shares; he will be subject to HSIC’s director ownership policy over a 5‑year phase‑in, and RSU grants have service-based vesting with change‑in‑control acceleration .
- Attendance/tenure: No HSIC attendance history yet; governance assessment should be updated after his first proxy cycle .
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Context on HSIC director pay structure
- Balanced cash/equity mix with retainer plus service‑based RSUs; no performance‑based pay or options for directors; fees include meeting-based components; ownership and anti-hedge/pledge policies help alignment .
Overall, Daniel brings sector-relevant operating depth and M&A acumen beneficial for HSIC’s strategic execution. The main governance risk is the KKR affiliation given KKR’s sizable ownership and nomination rights. Clear disclosure of related-party oversight (Audit Committee reviews) and adherence to independence standards help mitigate, but investors should monitor Compensation Committee decisions and any transactions or strategic actions involving KKR-affiliated entities .