Mohamad Ali
HENRY SCHEINAbout Mohamad Ali
Mohamad Ali, age 54, is an independent director of Henry Schein, Inc. (HSIC) serving since 2021 and is currently Senior Vice President and Head of IBM Consulting at IBM (appointed July 2024). His education includes an M.S. in Electrical Engineering, a B.S. in Computer Engineering, and a B.A. in History from Stanford University. His board-relevant credentials span technology leadership, corporate strategy/M&A, and prior public company board service (including Lead Independent Director at iRobot).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM Corporation | Senior Vice President and Head of IBM Consulting | Jul 2024–Present | Leads IBM Consulting; senior operating responsibility |
| IBM Consulting (IBM) | Senior Vice President and Chief Operating Officer | Sep 2023–Jun 2024 | Senior operating role |
| IDG, Inc. | Chief Executive Officer and Director | 2019–May 2023 | Led growth in market intelligence/demand generation |
| Carbonite, Inc. | President and Chief Executive Officer | 2014–2019 | Led data protection growth initiatives |
| HP Inc. | Chief Strategy Officer | 2012–2014 | Pivotal role in HP Inc. turnaround and split decision |
| Avaya LLC | President, Avaya Global Services | 2009–2012 | Services leadership |
| IBM Corporation | Vice President, Business Strategy (Information Management Division) | 1996–2009 | Led acquisitions building analytics/big data business |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| iRobot Corporation | Director; Lead Independent Director | 2015–Jun 2024 | Lead Independent Director noted |
| Carbonite, Inc. | Director | 2014–2019 | Public tech board service |
| City National Bank | Director | 2013–2015 | Banking board experience |
| IDG, Inc. | Director | 2019–2023 | Tech media/data private company |
| Massachusetts Technology Leadership Council | Board Member; Former Chairperson | n/a | Industry leadership |
| Oxfam America | Former Board Member | n/a | Nonprofit governance |
Board Governance
- Committee assignments: Strategic Advisory Committee member; no chair roles disclosed. The Strategic Advisory Committee met three times in fiscal 2024.
- Independence: Board determined Mr. Ali is independent under Nasdaq Rule 5605(a)(2).
- Attendance: In fiscal 2024, each director attended at least 75% of Board and applicable committee meetings; however, Mr. Ali did not attend the 2024 Annual Meeting of Stockholders (other than him and one executive, all directors attended).
- Executive sessions: Independent directors meet at regularly scheduled executive sessions.
- Years of service on HSIC board: since 2021 (4th year as of 2025).
Fixed Compensation
Policy and 2024 actuals for HSIC non-employee directors (including Mohamad Ali):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Increased from $90,000 for fiscal 2024 after benchmarking |
| Meeting fees | $2,200 per committee meeting attended | Standard fee; additional $2,200/meeting in 2024 for Audit and RCC cyber incident review (not applicable to Ali’s committee) |
| Committee chair retainers | $15,000 (Nom/Gov; RCC; Strategic Advisory); $20,000 (Compensation); $25,000 (Audit) | Lead Director retainer: $40,000 |
| 2024 cash fees — Mohamad Ali | $122,000 | Reflects retainer plus meeting fees |
Performance Compensation
Non-employee directors do not receive options or bonuses; equity is delivered via time-based RSUs that vest after 12 months. Directors may defer receipt; RSUs accelerate upon change-in-control as defined.
| Grant Date | Award Type | Shares Granted | Grant Date Fair Value | Vesting | Deferral Election | CoC Treatment |
|---|---|---|---|---|---|---|
| Mar 4, 2024 | RSUs | 2,604 | $200,000 | 12-month cliff (subject to service) | Mr. Ali had not elected deferral as of FY2024 year-end | Full accelerated vesting upon change in control (per plan) |
Notes:
- Company annual limit: total cash + equity to any non-employee director capped at $900,000 per fiscal year.
- None of the non-employee directors participated in the Director Deferred Compensation Plan in fiscal 2024.
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict Consideration |
|---|---|---|
| iRobot Corporation (2015–Jun 2024) | Public tech | No HSIC-related interlock disclosed; service ended June 2024 |
| Carbonite, Inc. (2014–2019) | Public tech | No HSIC-related interlock disclosed |
| City National Bank (2013–2015) | Bank | No HSIC-related interlock disclosed |
- Related-party transactions oversight resides with the Audit Committee; the proxy discloses certain related-party items (family employment; KKR strategic partnership) and does not list any related-party transactions involving Mr. Ali.
Expertise & Qualifications
- Strategic transformation and M&A (HP Inc. turnaround and split; IBM analytics acquisitions; CSO role at HP).
- Technology leadership across software, cloud, data analytics; CEO experience at IDG and Carbonite.
- Public company governance (service at Carbonite, City National Bank, iRobot; Lead Independent Director at iRobot).
- Education: M.S. (Electrical Engineering), B.S. (Computer Engineering), B.A. (History), Stanford University.
Equity Ownership
| Category | Amount | Details |
|---|---|---|
| Beneficial ownership (total) | 10,917 shares | <0.50% of class |
| Direct ownership | 9,654 shares | Sole voting/dispositive power |
| Deferred comp plan (phantom shares) | 1,263 shares | Held in Non-Employee Director Deferred Compensation Plan account |
| Unvested RSUs outstanding at FY2024 YE | 2,604 units | Standard annual director grant |
| Stock ownership guidelines | ≥10,000 shares or value ≥5x annual retainer; 5 years to comply | Company states all non-employee directors are in compliance |
| Hedging/pledging | Prohibited for non-employee directors | Anti-hedging and anti-pledging policies in place |
Governance Assessment
-
Positives
- Independent director with deep technology and digital transformation expertise aligned to HSIC’s digital, ecommerce, and cybersecurity priorities; serves on the Strategic Advisory Committee, which advises on corporate strategy.
- Clear independence confirmation; no related-party transactions disclosed involving Mr. Ali; company prohibits hedging/pledging and maintains robust Audit Committee oversight of related-party matters.
- Ownership alignment: beneficial ownership reported; company indicates all directors comply with ownership guidelines; annual equity delivered in RSUs aligns director interests with shareholders.
-
Watch items / RED FLAGS
- Annual meeting attendance: Mr. Ali did not attend the 2024 Annual Meeting (though met the 75% threshold for board/committee meetings), which some investors view as a governance engagement signal to monitor.
- Time commitments: currently a senior operating executive at IBM; HSIC’s time-commitment policy and 2025 review indicate all directors are in compliance, but investors may monitor outside commitments and potential IBM/HSIC vendor relationships (none disclosed).
Overall: Mr. Ali brings relevant tech and M&A experience with alignment via standard director RSUs and compliance with ownership/independence standards; engagement optics around annual meeting attendance represent the main governance flag identified.