Max Lin

About Max Lin

Max Lin (age 43) is a Partner at KKR, where he leads the Health Care team within Americas Private Equity and serves on the Investment and Portfolio Management Committees for Americas PE, the Health Care Strategic Growth Investment Committee, and KKR’s Global Conflicts and Compliance Committee. He is nominated to join Henry Schein’s Board as an independent director for a term ending in 2026, with an expected appointment as Vice Chair of the Nominating & Governance Committee and member of the Strategic Advisory Committee, subject to regulatory approvals; he holds an MBA from Harvard Business School and dual B.S./B.A.S. degrees from the University of Pennsylvania .

Past Roles

External Roles

Board Governance

• Status and tenure: Nominated for election in 2025 with term expiring at the 2026 Annual Meeting; election/appointment contingent on KKR receiving specified regulatory approvals (HSR and Sweden received as of April 4, 2025; Italy approval outstanding for Lin) .
• Independence: The Board has affirmatively determined that Max Lin is “independent” under Nasdaq Rule 5605(a)(2) .
• Expected committee assignments: If elected/appointed, Lin will serve as Vice Chair of the Nominating & Governance Committee and as a member of the Strategic Advisory Committee .
• KKR strategic partnership and director designation: KKR agreed to invest $250M at $76.10/share (approx. 12% ownership post-close) and may buy up to 14.9%; KKR has two designees (Lin and Daniel) with replacement rights tied to ownership thresholds (one designee steps down if <7.5%; both if <5%) and standstill/voting commitments through Feb 2026/2027, subject to an extension election; KKR may deviate from Board voting recommendations only if both ISS and Glass Lewis recommend otherwise on certain proposals .
• Related-party oversight: The Audit Committee reviews related-party transactions and approved/ratified the KKR Strategic Partnership Agreement as a related-party transaction .
• Board/committee cadence and attendance baseline: In FY2024, the Board held 9 meetings; committees met 2–8 times each; each director then in office met at least 75% attendance for their service period; independent directors hold executive sessions regularly (general governance baseline; not specific to Lin) .

Fixed Compensation

HSIC non-employee director program (indicative for new independent directors; Lin’s actual grants/fees will begin upon seating):

Performance Compensation

• HSIC does not grant performance-based annual bonuses or option awards to non-employee directors; equity is time-based RSUs only (no director-level performance metrics) .

Other Directorships & Interlocks

• Healthcare/dental ecosystem exposure: Board roles across providers/services (e.g., BrightSpring; prior Heartland Dental; PetVet) and data/claims (Cotiviti) may expand market insight for HSIC; no HSIC-customer/supplier related-party transactions are disclosed with these entities in the proxy .
• KKR affiliation: Lin’s KKR role and KKR’s sizeable HSIC stake plus nomination rights are disclosed and overseen under the SPA/related-party framework noted above .

Expertise & Qualifications

• Sector expertise: Healthcare investor with experience in dental and medical assets (e.g., 123 Dentist, Covenant Physician Partners, HCA, Heartland Dental, Zimmer Biomet) .
• Finance/M&A: Extensive transaction experience at KKR and Morgan Stanley; sits on multiple KKR investment/portfolio committees .
• Governance: Public and private board service; Compensation Committee Chair at BrightSpring Health Services .
• Education: MBA, Harvard Business School; B.S. and B.A.S., University of Pennsylvania .

Equity Ownership

• Director stock ownership policy: Non-employee directors must own the greater of 10,000 shares or 5x annual retainer; new directors have 5 years to comply; anti-hedging and anti-pledging policies apply to directors .
• As a newly nominated director with 0 shares at the record date, Lin would have five years from appointment to meet the guideline .

Governance Assessment

• Positives

  • Independent under Nasdaq with deep healthcare M&A and portfolio oversight experience; designated as Vice Chair of Nominating & Governance enhances board refresh/succession oversight .
  • Strong director alignment framework: equity retainer via RSUs; stock ownership guideline and anti-hedging/pledging policy .
  • Related-party governance: KKR SPA reviewed/ratified by Audit Committee; standstill and voting commitments plus designee fall-away thresholds mitigate control risk .

• Watch items / potential conflicts

  • KKR is a significant shareholder with nomination rights and voting arrangements; Lin is a KKR partner and HSIC board designee—ongoing monitoring of recusal practices and Audit Committee related-party reviews is key to maintaining independence in substance .
  • Initial personal ownership at HSIC is zero as of the record date; progress toward the five-year ownership guideline will be a future alignment signal .

Note: Director-specific HSIC compensation for Max Lin will commence upon his election/appointment; amounts will follow the non-employee director program summarized above unless otherwise disclosed .

Appendix – Reference Governance Baselines (HSIC FY2024)

• Board and committee meeting cadence and minimum attendance outcome in FY2024 (not specific to Lin): Board (9), Audit (5), Compensation (8), N&G (2), Regulatory/Compliance/Cyber (6), Strategic Advisory (3); each director met ≥75% during their service; independent director executive sessions held regularly .