Kurt Kuehn
HENRY SCHEINAbout Kurt P. Kuehn
Kurt P. Kuehn (age 70) is an independent director of Henry Schein, Inc., serving since 2016. He is the Audit Committee Chair and a member of the Regulatory, Compliance and Cybersecurity Committee; the Board has designated him an “audit committee financial expert.” He previously served as CFO of UPS (2008–2015), SVP Worldwide Sales & Marketing (2004–2008), and VP Investor Relations (1999–2004). Education: MBA (University of Miami); Wharton Advanced Management Program; attended Yale University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Parcel Service, Inc. (UPS) | Chief Financial Officer | 2008–2015 | Led finance and accounting, strategic cost planning, global customer needs |
| UPS | SVP Worldwide Sales & Marketing | 2004–2008 | Led transformation of UPS sales organization; marketing/brand management |
| UPS | VP Investor Relations | 1999–2004 | Helped take UPS public in 1999, one of the largest U.S. IPOs |
| UPS | Various roles in sales, marketing, engineering, operations, strategic cost planning | Since 1977 | 37+ years operations/logistics experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| LocatorX (private) | Director | 2020–present | Private company board |
| NCR Corporation | Director; Audit Committee Chair | 2012–2020 | Public company; chaired Audit Committee |
| Sustainability Accounting Standards Board (SASB) | Board Member (former) | n/a | Sustainability governance experience |
Board Governance
- Independence: Board affirmatively determined Kuehn is independent under Nasdaq Rule 5605(a)(2) .
- Committee assignments: Audit Committee Chair; Regulatory, Compliance and Cybersecurity Committee member .
- Audit Committee remit: Oversees accounting/financial reporting; integrity of financial statements; reviews conflicts of interest and related-party transactions; financial reporting-related cybersecurity risks; has authority over external auditor appointment/oversight .
- RCC Committee remit: Oversight of regulatory, compliance, and cybersecurity risk management programs; reports to Audit on issues affecting financial reporting .
- Attendance: Board held 9 meetings in fiscal 2024; each director attended at least 75% of Board and committee meetings for their term . Directors (except Mohamad Ali and James P. Breslawski) attended the 2024 Annual Meeting; Kuehn attended .
- Executive sessions: Independent directors hold regular executive sessions without management .
- Lead Director structure: Lead Independent Director (Philip A. Laskawy) coordinates agendas and engagement; committees consist solely of independent directors .
Fixed Compensation
| Component | Structure/Amount | Fiscal 2024 Amount (K. Kuehn) |
|---|---|---|
| Annual cash retainer | $100,000 (increased from $90,000 in 2024) | Included in total cash fees |
| Committee Chair retainer | Audit Chair: $25,000; Comp Chair: $20,000; N&G/RCC/Strategic Advisory Chairs: $15,000 | Audit Chair: $25,000 |
| Committee meeting fees | $2,200 per committee meeting attended; additional $2,200 per meeting for Audit and RCC members for 2023 cyber incident review (completed in 2024) | Included in total cash fees |
| Lead Director retainer | $40,000 (not applicable to Kuehn) | n/a |
| Total fees earned (cash) | Fees Earned or Paid in Cash | $164,600 |
Notes:
- The total cash fees reflect the annual retainer, Audit Chair retainer, applicable committee meeting fees, and special review meeting fees approved for the 2023 cyber incident review .
Performance Compensation
| Element | Grant details | Vesting | Notes |
|---|---|---|---|
| Stock awards (RSUs) | 2,604 RSUs granted March 4, 2024; grant date fair value $200,000 (raised from $175,000 in 2023) | Time-based; 12-month cliff vest from grant date | Full accelerated vesting upon change in control (defined in plan/Code 409A) if no prior termination |
| Options | Company does not grant options to non-employee directors | n/a | n/a |
| Annual incentive bonus | Not provided to non-employee directors | n/a | n/a |
| Annual limit on director compensation | Cash + equity capped at $900,000 per fiscal year under the 2023 Non-Employee Director Stock Incentive Plan | n/a | n/a |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential HSIC interlock/conflict |
|---|---|---|---|
| NCR Corporation | Public | Director; Audit Chair (2012–2020) | No HSIC-related transactions disclosed |
| LocatorX | Private | Director (2020–present) | No HSIC-related transactions disclosed |
| SASB | Non-profit standard setter | Former Board Member | Enhances sustainability oversight expertise |
- Related-party transactions oversight resides with the Audit Committee; no Kuehn-related transactions are disclosed in the proxy .
Expertise & Qualifications
- Finance and accounting: Former UPS CFO; designated “audit committee financial expert” .
- Operations/logistics: 37+ years at UPS; deep global operations and customer experience .
- Strategic transformation and marketing/brand management: Led transformation of UPS sales organization; senior marketing leadership .
- Sustainability: Led sustainability efforts at UPS; advisor to Environmental Impact Council; SASB board experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Breakdown/Notes |
|---|---|---|---|
| Kurt P. Kuehn | 12,843 | <0.50% | 1,000 shares owned directly; 11,843 RSUs vested with payment deferred per election |
Stock ownership alignment:
- Director stock ownership guidelines: Greater of 10,000 shares or 5x annual retainer; newly appointed directors have 5 years to comply .
- Compliance: All non-employee directors are in compliance with the stock ownership policy .
- Anti-hedging/pledging: Prohibited for non-employee directors .
- Deferred compensation plan: Directors may defer fees/RSUs; no director participated in 2024; Kuehn has previously elected deferment of RSUs (11,843) .
Governance Assessment
- Board effectiveness: Kuehn’s dual expertise as UPS CFO and senior operator, coupled with “financial expert” status, strengthens audit oversight, controls, and conflict-of-interest review processes. As Audit Chair, he directly oversees financial reporting integrity and related-party transaction review, with executive sessions and independent-only committee structures supporting robust governance .
- Independence and engagement: Independent under Nasdaq rules; attended at least 75% of meetings; attended 2024 Annual Meeting, indicating engagement .
- Compensation alignment: Simple, shareholder-friendly structure—cash retainer, meeting/chair fees, and time-based RSUs; no options or performance bonuses for directors; annual compensation limit at $900,000 mitigates pay inflation risk .
- Ownership alignment: Meets policy; holds deferred RSUs supporting long-term alignment; hedging/pledging banned—reduces misalignment risk .
- Signals and context: Company-wide governance practices include strong stockholder engagement and rigorous performance standards for executives (e.g., 0% PSU payout in March 2025)—supportive of overall governance tone in which Kuehn participates as Audit Chair .
RED FLAGS
- None disclosed for Kuehn: No related-party transactions, hedging/pledging, or option repricing. Potential macro governance consideration is KKR’s ~12–14.9% stake and two nominees; however, Board remains majority independent, and Audit/RCC structures (including Kuehn’s chair role) provide oversight of conflicts and cyber risks .