Philip Laskawy
HENRY SCHEINAbout Philip A. Laskawy
Independent director of Henry Schein, Inc. since 2002 and Lead Director since 2012; age 84. Retired Chairman and CEO of EY LLP (1994–2001), CPA, and designated “audit committee financial expert.” Education: B.A., University of Pennsylvania Wharton School (Economics). Core credentials: extensive public company board service (including Lazard – Audit Chair, Loews – Audit member), deep finance/accounting expertise, and board leadership including Chairmanship of Fannie Mae (2008–2014) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EY LLP | Chairman & CEO | 1994–2001 | Led global expansion in assurance, tax, transaction, advisory |
| EY LLP | Vice Chairman; Managing Partner (NY Region); Management Committee | 1985–1994 | Senior leadership roles shaping firm strategy |
| EY LLP | Managing Partner (NY Office) | 1981–2001 | Operational leadership |
| Fannie Mae | Chairman | 2008–2014 | Board refresh; CEO transition; repaid Treasury advances by retirement in 2013 |
| Lazard Ltd. | Director; Audit Committee Chair; Compensation Committee member | 2008–2023 | Led audit oversight |
| Loews Corporation | Director; Audit Committee member | 2003–2023 | Financial oversight |
| General Motors | Director; Finance Committee member | 2009–2013 | Finance committee work |
| Covetrus, Inc. | Independent Chairman; Nominating & Governance Committee member | 2019–2022 | Helped navigate sale to CD&R and TPG |
| Discover Financial Services | Director | 2007–2008 | Board service |
| Goodyear Tire & Rubber | Director | 2001–2002 | Board service |
| The Progressive Corporation | Director | 2001–2007 | Board service |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Institute of CPAs | Former Board Member | n/a | Professional standards |
| International Accounting Standards Committee Foundation | Former Chairman & Vice Chairman | n/a | Helped set accounting standards in >100 countries |
| 1999 Blue Ribbon Committee on Audit Committees | Former Member | 1999 | Improved audit committee effectiveness |
Board Governance
- Lead Director duties: presides executive sessions; liaises between board, CEO, management; coordinates information flow, agendas, schedules; available for stockholder consultation .
- Committee memberships: Chair, Nominating & Governance Committee; Member, Audit Committee .
- Independence: Board affirmatively determined he is independent under Nasdaq Rule 5605(a)(2); audit committee composed solely of independent directors .
- Audit expertise: identified as an SEC “audit committee financial expert” .
- Attendance and engagement: Each director attended at least 75% of Board and committee meetings in FY2024; Board held 9 meetings; Audit 5; Nominating & Governance 2; he attended the 2024 Annual Meeting (exceptions were Ali and Breslawski) .
- Stockholder engagement: Laskawy led outreach to holders of ~56% of shares engaged, across governance, compensation, strategy, cybersecurity, sustainability .
Fixed Compensation
| Component | FY2024 Amount/Terms | Source |
|---|---|---|
| Fees Earned or Paid in Cash | $170,400 | |
| Stock Awards (RSUs) | $200,000 grant date fair value | |
| Options | $0 (company does not grant options to non-employee directors) | |
| Non-Equity Incentive (Bonus) | $0 (none for non-employee directors) | |
| Change in Pension Value & Nonqualified Deferred Comp Earnings | $0 | |
| All Other Compensation | $0 | |
| Total | $370,400 |
| Director Fee Schedule (Structure) | FY2024 Terms | Source |
|---|---|---|
| Annual Cash Retainer | $100,000 (increased from $90,000) | |
| Lead Director Retainer | $40,000 | |
| Committee Chair Retainers | $15,000 (Nominating & Governance; Regulatory, Compliance & Cybersecurity; Strategic Advisory); $20,000 (Compensation); $25,000 (Audit) | |
| Per-Meeting Fees | $2,200 per committee meeting; additional $2,200 per meeting for Audit and Regulatory committees’ cyber incident review in FY2024 | |
| Annual Cap (Cash + Equity) | $900,000 max per fiscal year |
Performance Compensation
| Award Type | Performance Metrics | Vesting | Change-in-Control Treatment | Source |
|---|---|---|---|---|
| RSUs (annual grant to non-employee directors) | None (time-based only) | 2,604 RSUs granted March 4, 2024; 12-month cliff vest | Full accelerated vesting upon change in control | |
| Annual Bonus | Not applicable | Not applicable | Not applicable | |
| Options | Not applicable | Not applicable | Not applicable |
The company does not grant performance-based annual incentive compensation to non-employee directors; director RSUs are time-based .
Other Directorships & Interlocks
| Company | Sector/Context | Role | Tenure/Notes |
|---|---|---|---|
| Covetrus, Inc. | Animal health | Independent Chairman; N&G member | 2019–2022; sale to CD&R and TPG |
| Lazard Ltd. | Financial services | Audit Chair; Compensation member | 2008–2023 |
| Loews Corporation | Diversified holding | Audit member | 2003–2023 |
| General Motors | Auto | Finance Committee member | 2009–2013 |
| Discover Financial Services | Financial services | Director | 2007–2008 |
| Goodyear Tire & Rubber | Industrials | Director | 2001–2002 |
| The Progressive Corporation | Insurance | Director | 2001–2007 |
| Fannie Mae | GSE | Chairman | 2008–2014 |
Monitoring note: Prior service at Covetrus is adjacent to HSIC’s historical animal health activities; investors may consider information-flow sensitivities. No specific related-party transaction disclosures for Laskawy were identified in cited sections .
Expertise & Qualifications
- CPA; deep finance/accounting; Audit Chair experience; SEC “audit committee financial expert” .
- Governance leadership: Lead Director; Nominating & Governance Chair; extensive public board tenure .
- Strategy/M&A: Led EY’s global expansion; contributed to major M&A transitions (e.g., Pall at Danaher via prior roles noted) and Covetrus sale process .
- Standards-setting: Leadership roles at IASC Foundation; Blue Ribbon Committee on audit committees .
Equity Ownership
| Item | Amount/Status | As-of Date | Source |
|---|---|---|---|
| Beneficial Ownership (excluding unvested) | 59,824 shares | March 24, 2025 | |
| Percent of Shares Outstanding | <0.50% | March 24, 2025 | |
| Unvested RSUs Outstanding | 2,604 RSUs | FY2024 year-end | |
| Vested RSUs with Deferred Payment Election | 21,961 RSUs | FY2024 year-end | |
| Options | None granted to non-employee directors | FY2024 | |
| Ownership Guidelines | Greater of 10,000 shares or 5x annual retainer | FY2024 | |
| Compliance Status | All non-employee directors in compliance | FY2024 | |
| Anti-Hedging/Pledging | Prohibited for non-employee directors | Policy |
Governance Assessment
-
Strengths and positive signals:
- Long-serving Lead Independent Director with robust audit expertise; designated financial expert; chairs Nominating & Governance overseeing board refresh, ESG oversight, and succession planning .
- Direct, visible stockholder engagement led by Laskawy in 2024–2025, aligning compensation design (more financial metrics, higher PSU mix) with investor feedback; FY2024 say-on-pay approval of 87.8% indicates broad support .
- Clear director pay structure with capped total compensation ($900k), time-based equity, and anti-hedging/anti-pledging policies; compliance with ownership guidelines .
-
Risk indicators and monitoring items:
- RED FLAG (monitor): Extended tenure (independent director since 2002) and age (84) may prompt investor scrutiny on board refreshment and succession, though the Board has added six new independent directors since 2021 .
- Change-in-control acceleration for director RSUs; while common, some investors prefer reduced CIC acceleration to avoid perception of entrenchment incentives .
- Related-party transaction oversight is within the Audit Committee mandate; no Laskawy-specific related-party transactions disclosed in cited sections; continue monitoring proxy and 8-K filings for any updates .
-
Independence and attendance:
- Affirmed independent; audit committee comprised solely of independent directors; attended at least 75% of FY2024 meetings and was present at the 2024 Annual Meeting .
-
Auditor independence and conflicts:
- Company’s auditor is BDO USA; all fees pre-approved by Audit Committee; provision of non-audit services deemed compatible with independence. Laskawy’s prior EY leadership does not present a current audit engagement conflict at HSIC .