Deborah Derby
HENRY SCHEINAbout Deborah Derby
Deborah Derby is an independent director at Henry Schein, Inc. (HSIC), serving since 2021 and currently age 61. She chairs the Compensation Committee and serves on the Nominating and Governance Committee . Her background spans CEO and senior operating roles (Carrols Restaurant Group; Toys “R” Us; Horizon Group USA) and legal/HR leadership (Whirlpool; corporate attorney), with current service as Operating Partner at private equity firm Garnett Station Partners . Education: BA from Harvard University; JD and MBA from the University of Notre Dame .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carrols Restaurant Group (Nasdaq: TAST; acquired by RBI May 2024) | President & CEO | May 2023 – June 2024 | Led largest Burger King franchisee; continued as director during tenure |
| Horizon Group USA | President | 2016 – 2020 | Drove top-line and net income growth |
| Toys “R” Us, Inc. | EVP & Vice Chairman; Chief Administrative Officer; President, Babies “R” Us; HR/Legal roles | 2000 – 2015 | Senior leadership across HR, legal, operations |
| Whirlpool Corporation | Employment Law Attorney | 1992 – 2000 | Legal expertise in employment law |
| Michigan law firm | Corporate Attorney | 1990 – 1992 | Corporate law experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Garnett Station Partners | Operating Partner | Oct 2024 – present | PE operating partner; current role |
| Carrols Restaurant Group | Director | 2018 – at least 2024 | Board service; appointed CEO May 2023 |
| Vitamin Shoppe, Inc. | Director | 2012 – Dec 2019 | Prior public company directorship |
Board Governance
- Committee assignments: Compensation Committee (Chair); Nominating & Governance Committee member .
- Independence: Board determined she is independent under Nasdaq Rule 5605(a)(2) .
- Attendance and engagement: In fiscal 2024 the Board held 9 meetings; Compensation Committee 8; Nominating & Governance 2; each director attended at least 75% of Board and committee meetings during their service .
- Executive sessions: Independent directors meet at regularly scheduled executive sessions without management present .
Fixed Compensation
| Component | Fiscal 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Raised from $90,000 in Feb 2024 after benchmarking |
| Committee chair retainer (Compensation) | $20,000 | Chair retainers: Comp $20k; N&G $15k; Audit $25k; RCC and Strategic Advisory $15k |
| Meeting fees | $2,200 per committee meeting | Applied to each committee meeting; additional $2,200 per meeting for Audit/RCC’s cyber incident review meetings |
| Fees earned or paid in cash (Derby actual) | $142,000 | Director compensation table (fiscal 2024) |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Change-in-Control | Deferral Features |
|---|---|---|---|---|---|---|
| RSUs (annual non-employee director grant) | Mar 4, 2024 | 2,604 RSUs | $200,000 | Time-based; cliff vest 12 months from grant (service-based) | Full accelerated vesting upon change in control | Directors may defer payout to specified dates or termination; further deferrals allowed under 409A |
| Options | N/A | N/A | N/A | Not granted to non-employee directors | N/A | N/A |
Performance metrics: Director equity awards are time-based; no performance metrics (no annual bonus or performance-based awards for directors) .
Director Compensation (Fiscal 2024)
| Name | Cash Fees ($) | Stock Awards ($) | Options ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| Deborah Derby | $142,000 | $200,000 | $0 | $0 | $342,000 |
Other Directorships & Interlocks
- Current/Recent public boards: Carrols Restaurant Group (director; CEO 2023–2024) ; Vitamin Shoppe (2012–2019) .
- Compensation Committee interlocks: None disclosed; no member (including Derby) had material interest in any transaction >$120,000; none were officers or employees of HSIC; no cross-compensation committee service with HSIC executives .
Expertise & Qualifications
- Operations and general management across multi-unit, consumer businesses; supply chain and strategic execution experience .
- Deep functional expertise in human resources and legal; prior employment law background .
- Governance experience as public company director and compensation committee chair (HSIC; prior Vitamin Shoppe) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Composition/Notes |
|---|---|---|---|
| Deborah Derby | 10,432 | <0.50% | 760 shares held via Deborah M. Derby Revocable Trust; 9,672 RSUs vested with payment deferred . As of fiscal 2024 year-end, Derby had 7,068 vested RSUs with payment deferred . |
| Stock ownership guideline | Minimum 10,000 shares or 5x annual retainer | Policy | Directors must own ≥10,000 shares or ≥5× the annual retainer ($100,000 in 2024); new directors have 5 years to comply; all non-employee directors are in compliance . |
| Hedging/Pledging | Prohibited | Policy | Anti-hedging and anti-pledging policies for non-employee directors . |
Compensation Committee Analysis
- Composition: Chair Deborah Derby; members Joseph L. Herring and Bradley T. Sheares, Ph.D.; all independent under Nasdaq Rules 5605(a)(2) and 5605(d)(2)(A) and SEC “non-employee director” definition .
- Mandate: Oversees and approves incentive/equity plans, executive employment/severance/change-in-control arrangements, benefits, and compensation philosophy/processes; coordinates on ESG and human capital with N&G Committee .
- Independent advisors: Compensation Committee retains Pearl Meyer as independent compensation consultant (also advises on director compensation); independence assessed and confirmed; benchmarking data prepared by Willis Towers Watson; committee has authority to retain/terminate advisors .
- Compensation structure signals:
- Director cash retainer increased to $100,000 (from $90,000) in 2024 after benchmarking; equity grant increased to $200,000 (from $175,000) with time-based RSUs; no options granted to directors .
- Longstanding shift toward RSUs: All director equity grants in 2023 and 2024 were RSUs (no options), aligning with reduced risk and clearer vesting schedules .
Say-on-Pay & Shareholder Feedback
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2024 Say-on-Pay (Advisory vote at 2025 AGM) | 93,338,427 | 12,176,836 | 3,346,558 | 5,915,043 |
Governance Assessment
- Strengths:
- Independence and leadership: Derby is an independent director and chairs HSIC’s Compensation Committee, indicating strong governance oversight of pay and human capital .
- Engagement: Committee activity was robust in 2024 (Compensation Committee met eight times), and directors met attendance thresholds; independent directors hold executive sessions .
- Ownership alignment: Compliance with stringent director ownership guidelines (≥10,000 shares or 5× retainer); Derby’s beneficial ownership includes vested but deferred RSUs; anti-hedging/anti-pledging policies mitigate misalignment risk .
- Clean interlocks: No compensation committee interlocks or related-party transactions for committee members in 2024; use of independent compensation consultants with affirmed independence .
- Watch items:
- Change-in-control RSU acceleration for directors could be viewed as generous; however, accelerating vesting upon CoC is disclosed and standardized under the 2023 Non-Employee Director Stock Incentive Plan .
- External PE role: Operating Partner at Garnett Station Partners; no HSIC-related party transactions disclosed, but continued monitoring advised for potential future conflicts .
- Investor confidence signals: Strong say-on-pay support in 2025 suggests general investor endorsement of HSIC’s compensation governance framework overseen by Derby’s committee .
Director-specific compensation mix (Derby, 2024): Cash $142,000 vs. equity $200,000 (RSUs), with time-based vesting and deferral elections available; no options or performance-linked director bonuses .