Joseph Herring
HENRY SCHEINAbout Joseph L. Herring
Joseph L. Herring (age 69) is an independent director of Henry Schein, Inc. since 2016. He is former Chairman and Chief Executive Officer of Covance Inc., with 35+ years of healthcare industry experience, and currently chairs HSIC’s Regulatory, Compliance and Cybersecurity Committee while serving on the Compensation and Strategic Advisory Committees. He holds a B.S. in Marketing from Louisiana State University. His background centers on pharmaceutical services, corporate strategy/M&A, and public company governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Covance Inc. | Chairman (2006–2015); CEO (2005–2015); President & COO (2001–2004); President, Early Development Services (1999–2001); Corporate VP & GM (NA Preclinical) (1996–1999) | 1996–2015 | Led Covance through sale to LabCorp (2015); extensive pharma services leadership |
| Caremark International; American Hospital Supply Corp. | Various leadership roles | 1978–1996 | Healthcare operations and leadership experience |
| Association of Clinical Research Organizations | Chairman | N/A | Industry leadership in clinical research |
| University Medical Center at Princeton University | Board Member | N/A | Healthcare governance involvement |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Team Health Holdings Inc. | Director | 2013–2015 | Audit Committee; Compensation Committee member |
| Covance Inc. | Director | 2005–2016 | Chairman; governance of major CRO |
Board Governance
- Independence: Board affirmatively determined Herring is independent under Nasdaq Rule 5605(a)(2) .
- Committee roles: Chair, Regulatory, Compliance and Cybersecurity Committee; Member, Compensation Committee; Member, Strategic Advisory Committee .
- Committee activity: In fiscal 2024, Board met 9 times; Audit 5; Compensation 8; Nominating 2; Regulatory, Compliance and Cybersecurity 6; Strategic Advisory 3. Each director attended at least 75% of the Board and committee meetings during their service term .
- Annual meeting attendance: All directors then in office except Mohamad Ali and James P. Breslawski attended the 2024 Annual Meeting (indicates Herring’s attendance) .
- Cyber oversight: RCCC provided guidance and oversight of cybersecurity programs; selected members of Audit and RCCC reviewed the October 2023 cyber incident and response .
Fixed Compensation
| Component | HSIC Director Program Term | Joseph L. Herring – FY2024 |
|---|---|---|
| Annual cash retainer | $100,000 (increased from $90,000 in 2024) | Included in cash fees total |
| Committee chair retainer | $15,000 for RCCC Chair | Included in cash fees total |
| Meeting fees | $2,200 per committee meeting; additional $2,200 for Audit/RCCC meetings reviewing 2023 cyber incident | Included in cash fees total |
| Cash fees total (FY2024) | N/A | $165,600 |
| Equity grant (RSUs) | 2,604 RSUs granted 2024-03-04; grant-date fair value $200,000; 12-month cliff vest; full acceleration upon change-in-control; deferral election available | $200,000 grant-date fair value |
| Options/bonus | No option awards; no non-equity incentive compensation for directors | None |
Performance Compensation
| Item | Detail |
|---|---|
| Performance-based annual incentives | Not provided to non-employee directors (no cash bonus) |
| Performance equity | Director RSUs are time-based (12-month cliff); no director PSUs; full acceleration upon change-in-control |
Other Directorships & Interlocks
- Current/Recent public boards: Prior service at Covance Inc. and Team Health Holdings Inc.; no current external public boards disclosed for Herring in the 2025 proxy .
- Compensation Committee interlocks: HSIC’s Compensation Committee (Derby, Herring, Sheares) had no interlocks, insider participation, or related transactions in fiscal 2024; none of members were officers/employees .
- Related-party transactions: Audit Committee reviews and approves related-party transactions; 2024 disclosures involved family members of other executives and KKR partnership; no related-party transactions disclosed involving Herring .
Expertise & Qualifications
- Healthcare industry expertise: 35+ years; CEO/Chairman Covance; deep pharma services domain .
- Management and leadership: Executive roles across operations, early development, and corporate leadership .
- Governance: Chair/Director roles at Covance and Team Health; public company governance experience .
- Corporate strategy/M&A: Led sales/transactions (Covance sale to LabCorp; Team Health sale to Blackstone) .
- Education: B.S., Louisiana State University (Marketing) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Joseph L. Herring | 24,904 | 0.020% (calc. from 24,904 ÷ 122,511,948) | Direct ownership; sole voting and dispositive power |
| Unvested RSUs at FY2024 year-end | 2,604 | N/A | Standard for non-employee directors at year-end |
| Deferral elections | No deferral of RSU payments elected for Herring in 2024 | N/A | |
| Ownership guidelines | Min 10,000 shares or 5× annual retainer ($100k in 2024); all non-employee directors in compliance | N/A | Anti-hedging and anti-pledging policies apply |
Governance Assessment
- Board effectiveness: As RCCC Chair, Herring’s oversight is aligned with HSIC’s risk profile—especially post the 2023 cyber incident—supporting investor confidence in risk governance and financial reporting linkage via Audit Committee reporting .
- Independence and engagement: Independent under Nasdaq rules; attended ≥75% of meetings; attended the 2024 Annual Meeting, indicating engagement .
- Compensation alignment: Director pay is balanced between cash and time-based RSUs with no options or performance bonus—limits pay-for-performance signaling but conforms to common governance practice; RSU increase to $200k in 2024 follows peer benchmarking .
- Ownership alignment: Beneficial ownership of 24,904 shares, unvested RSUs, compliance with ownership policy, and prohibition on hedging/pledging support alignment and reduce red-flag risk .
- Conflicts/related party: No Herring-specific related-party transactions disclosed; Compensation Committee interlocks-free status reduces conflict risk .
- Shareholder signals: 2024 say-on-pay approval of 87.8% indicates broad support for HSIC’s compensation governance framework, an indirect positive governance signal for the board’s oversight processes .
RED FLAGS: None disclosed specific to Herring (no related-party transactions, no hedging/pledging, no interlocks). Monitoring point: Continued RCCC oversight of cybersecurity investments and incident response remains material to investor confidence .