Kelly Murphy
HENRY SCHEINAbout Kelly Murphy
Kelly Murphy is Senior Vice President and General Counsel at Henry Schein, serving in the role since 2021 and on the Executive Management Committee; she joined Henry Schein in 2011 and is 44 years old . She oversees global M&A legal, corporate governance, litigation, and regulatory matters; she previously practiced at Clifford Chance (2006–2011) and holds a BS from Boston University and a JD from Fordham University School of Law . Company-level performance during her tenure shows Non-GAAP EPS of $4.74 in 2024 (vs. $4.50 in 2023), while cumulative TSR over 2019–2024 stood at 106 in 2024 (company-selected measure and TSR values from PvP table) .
Company Performance (context during tenure)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return (Index, $100 initial) | 99 | 113 | 120 | 114 | 106 |
| Peer TSR (Dow Jones U.S. Health Care Index) | 114 | 142 | 136 | 139 | 144 |
| Net Income (US$ millions) | 419 | 660 | 566 | 436 | 398 |
| Company-Selected Measure: Non-GAAP EPS (US$) | 3.53 | 5.05 | 5.38 | 4.50 | 4.74 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Henry Schein | SVP & General Counsel | 2021–Present | Leads global M&A legal, corporate governance, litigation, and corporate legal matters |
| Henry Schein | VP & Deputy General Counsel | 2020–2021 | Deputy leadership of legal function; preparation for GC role |
| Henry Schein | VP, Senior Counsel | 2016–2020 | Senior counsel across M&A, partnerships, securities, litigation, regulatory |
| Henry Schein | Director, Associate Counsel | 2013–2016 | Legal support to corporate functions and transactions |
| Henry Schein | Associate Counsel | 2011–2013 | Corporate counsel supporting core legal matters |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Clifford Chance (Asia Pacific) | Corporate Attorney | 2006–2011 | Advised companies and financial institutions on domestic and international corporate matters |
| Ralph Lauren Fragrances | Public Relations | 2001–2003 | Early-career communications experience |
Fixed Compensation
- Not disclosed. Kelly Murphy is not listed among Named Executive Officers (NEOs) in the Summary Compensation Table (which covers CEO, CFO, and certain other NEOs), so base salary, target bonus, and actual bonus are not individually disclosed in the proxy .
Performance Compensation
- Annual cash incentive plan (HSIP) design was refined for 2024 to emphasize financial metrics and streamline the strategic scorecard; the strategic scorecard comprises 30% of the HSIP bonus with non-financial goals largely removed except for an e-commerce platform launch objective .
- Long-term incentives for executive officers emphasize performance alignment: at least 50% of equity grants as PSUs (65% for CEO); PSUs have three-year cliff vesting; RSUs are time-based .
PSU Outcome (2022 Cohort, vested March 2025)
| Metric | Target Structure | Actual Achievement | Payout | Vesting Date |
|---|---|---|---|---|
| 3-year cumulative EPS | PSUs granted to execs in 2022 | 82.1% of goal | 0% of original PSUs | March 2025 |
Equity Ownership & Alignment
- Stock ownership guidelines (executives): CEO 6× base salary; direct reports to CEO 3×; other executive officers and executive management 2×; at least 20% of base salary must be held in common stock; compliance window is five years for new appointees. Company discloses all executive officers and other executive management are in compliance .
- Anti-hedging and anti-pledging: The company prohibits hedging or pledging of company stock by executive officers and other executive management .
- Beneficial ownership: Murphy is not individually listed in the Security Ownership table, which covers directors, director nominees, the CEO, CFO, three other NEOs, and all directors/executive officers as a group; thus her specific share count is not disclosed .
Stock Ownership Policy Summary
| Role Category | Ownership Requirement | Common Stock Minimum | Compliance Status |
|---|---|---|---|
| CEO | 6× base salary | ≥20% of base salary in common stock | In compliance (company-level) |
| Direct reports to CEO | 3× base salary | ≥20% of base salary in common stock | In compliance (company-level) |
| Other executive officers and executive management | 2× base salary | ≥20% of base salary in common stock | In compliance (company-level) |
Employment Terms
- Executive Change in Control (CIC) protections (general program for executive officers other than CEO): If terminated without cause or for good reason within two years after a CIC (including terminations within 90 days prior to a CIC or after its public announcement), executives receive severance equal to 200% or 300% of base salary (as defined) plus target bonus, pro-rata annual incentive based on actual results, full vesting/acceleration of stock options and RSU/PSU awards (with PSUs vesting at target), settlement of deferred compensation, and 24 months of health and welfare benefits (subject to termination upon equivalent coverage at a subsequent employer). Payments are cut back to avoid 280G excise tax unless the net after-tax value is higher without the cutback .
- Restrictions: Executive officers (other than CEO) under CIC agreements/CIC Plan are subject to confidentiality and non-disparagement, plus a 24-month non-solicitation of employees post-employment .
- Clawbacks: Dodd-Frank Clawback Policy adopted in 2023 (Nasdaq-compliant) and an amended Incentive Compensation Recoupment Policy allow recovery of erroneously awarded incentive-based compensation and certain HSIP/LTIP awards; HSIP/LTIP awards also carry additional clawback triggers (competitive activity, breach of restrictive covenants, and defined “Cause” scenarios) .
CIC Terms Snapshot (Program Design)
| Element | Provision |
|---|---|
| Severance multiple | 200% or 300% of base salary (as defined) + target bonus |
| Equity treatment | Immediate/full vesting of options/RSUs/PSUs (PSUs at target for CIC scenarios) |
| Annual incentive | Pro-rata payout based on actual achievement in year of termination |
| Benefits | Health/welfare continuation for 24 months (with termination upon equivalent coverage) |
| Tax | 280G cut-back to safe harbor unless net after-tax is higher without cutback |
| Triggers | Double-trigger (termination without cause/for good reason within 2 years post-CIC or specified pre-CIC window) |
Say-on-Pay, Peer Group, and Governance Inputs
- Say-on-Pay: 87.8% approval at the 2024 annual meeting; the Compensation Committee viewed this as continued support of its approach .
- Shareholder engagement: Outreach to holders of ~67% of outstanding shares, with 56% actually engaged, covering executive compensation, governance, cybersecurity, sustainability, and capital allocation .
- Committee advisors and peer benchmarking: Pearl Meyer serves as independent compensation consultant; Willis Towers Watson provides comparative data. The peer group expanded from 13 to 20 companies in Sept 2023 (including Cencora, Cardinal Health, Quest Diagnostics, Steris, US Foods, W.W. Grainger, etc.), used for 2024 program design benchmarking .
Risk Indicators & Red Flags
- Hedging/pledging prohibited for executive officers (alignment-positive) .
- Strong clawback regime under Dodd-Frank and company policies (alignment-positive) .
- 2022 PSUs paid 0% in March 2025 due to underperformance versus three-year EPS goals (performance gating working as intended) .
- Insider transactions: Attempted retrieval of Form 4 data via insider-trades skill for “Kelly Murphy” at HSIC (2020–present) failed due to authorization error; no current assessment of insider selling pressure can be provided from Form 4 at this time (tool returned 401). We will update if access is restored.
Expertise & Qualifications
- Legal leadership in complex corporate transactions, governance, and regulatory matters; GC role since 2021; prior corporate law practice at Clifford Chance; Boston University (BS) and Fordham University School of Law (JD) .
Investment Implications
- Alignment signals are strong: mandatory executive stock ownership multiples, prohibition of hedging/pledging, and robust clawbacks reduce misalignment and risk of adverse incentive gaming .
- Pay-for-performance credibility: 0% payout on 2022 PSUs ties realized equity compensation to multi-year EPS results, supporting disciplined capital allocation and earnings quality focus .
- Retention and change-of-control economics: The CIC program’s double-trigger, equity acceleration at target, and 200%/300% cash multiples are competitive; for GC roles, this typically mitigates flight risk during strategic inflections while preserving flexibility for governance transitions .
- Data gaps: As Murphy is not a NEO, individual base salary, target bonus, grants, and beneficial ownership are not disclosed; insider trade visibility is temporarily unavailable, so near-term signals on personal liquidity or selling pressure cannot be assessed from Form 4s (pending restored tool access) .