Robert Hombach
HENRY SCHEINAbout Robert J. Hombach
Robert J. Hombach, age 59, was appointed as an independent director of Henry Schein on January 27, 2025. He is a former EVP, CFO and COO of Baxalta Inc. and previously Corporate VP and CFO of Baxter International Inc.; he is a CPA, NACD Board Leadership Fellow (2022), and holds a CERT Certificate in Cyber-Risk Oversight from Carnegie Mellon, an MBA (Northwestern), and a BS in Finance (University of Colorado). He is expected to serve on Henry Schein’s Strategic Advisory Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baxalta Inc. | Executive Vice President, Chief Financial Officer and Chief Operations Officer | Jul 2015–Jul 2016 | Led finance, accounting, IT, treasury, tax, IR, and operations; Baxalta spun off from Baxter and was acquired by Shire in 2016. |
| Baxter International Inc. | Corporate Vice President and Chief Financial Officer | 2010–Jun 2015 | Key architect of Baxter/Baxalta separation; led strategic transformation. |
| Baxter International Inc. | Various finance leadership roles | Since 1989 (prior to CFO appointment) | Leadership across multiple divisions in finance. |
| Loyola University Health System | Former Board Member | n/a | Governance experience. |
| Baxter International Foundation | Former President and Chairman of the Board | n/a | Philanthropy oversight, governance experience. |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Seaport Therapeutics (private) | Director; Audit Committee Chair | Mar 2025–Present | Audit Chair. |
| BioMarin Pharmaceutical Inc. | Director; Audit Committee Chair; Compensation Committee member | 2017–Present | Audit Chair; Compensation member. |
| Embecta Corporation | Director; Audit Committee Chair; Compensation & Management Development Committee member | 2022–Present | Audit Chair; Compensation & MD member. |
| Aptinyx, Inc. | Director | 2018–2023 | Board member. |
| CarMax, Inc. | Director; Audit Committee member | 2018–2022 | Audit Committee member. |
| Naurex, Inc. (private) | Director | 2012–2015 | Board member. |
| Surgical Innovation Associates (private) | Director | 2017–2022 | Board member. |
Board Governance
- Independence: The Board affirmatively determined Hombach is independent under Nasdaq Rule 5605(a)(2).
- HSIC Committee assignment: Strategic Advisory Committee member; current Audit Committee composition is Kuehn (Chair), Laskawy, Faig, and Margulies (Hombach is not listed).
- Board and committee activity: In fiscal 2024 the Board met nine times; Audit (5), Compensation (8), Nominating & Governance (2), Regulatory/Compliance/Cyber (6), Strategic Advisory (3). Each director attended at least 75% of meetings; Hombach joined in 2025.
- Time-commitment policy: Non-executive directors should serve on no more than four other public company boards; in March 2025 the Nominating & Governance Committee affirmed compliance with the policy. Hombach’s public boards (BioMarin, Embecta) fit within limits.
- Executive sessions: Independent directors meet in regular executive sessions without management.
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $100,000 (increased from $90,000 for fiscal 2024) | Benchmarking in Feb 2024; unchanged since 2019 prior to increase. |
| Committee meeting fees | $2,200 per committee meeting attended | Additional $2,200 per meeting for Audit and Regulatory/Cyber reviews of Oct 2023 cyber incident (paid in fiscal 2024). |
| Committee Chair retainers | Audit: $25,000; Compensation: $20,000; Nominating & Governance: $15,000; Regulatory/Compliance/Cyber: $15,000; Strategic Advisory: $15,000 | Fiscal 2024 rates. |
| Lead Director retainer | $40,000 | Fiscal 2024. |
| Annual RSU grant (2024) | 2,604 RSUs; grant date fair value $200,000 | Time-based, 12-month cliff vest; accelerated vesting upon change in control; granted Mar 4, 2024. |
| Options to directors | None | Company does not grant option awards to non-employee directors. |
| Bonuses/non-equity incentives | None | Company does not grant performance-based annual incentives to directors; no non-equity incentive plan comp for directors. |
| Deferred compensation | Eligible to defer director fees and RSU payouts (phantom shares or cash account) | No directors participated in the fee deferral plan in fiscal 2024; RSU deferral mechanics outlined. |
| Annual limit on director comp | $900,000 combined cash + equity per fiscal year | Under the 2023 Non-Employee Director Stock Incentive Plan. |
Note: Hombach was appointed in 2025 and is eligible for the standard non-employee director program; the 2024 compensation table does not include him.
Performance Compensation
| Performance-linked pay component | Status |
|---|---|
| Director annual bonus tied to financial/ESG metrics | Not granted to non-employee directors. |
| Director non-equity incentive plan | Not issued to non-employee directors. |
Other Directorships & Interlocks
- Current public company boards: BioMarin (Audit Chair; Compensation member) and Embecta (Audit Chair; Compensation & Management Development member). Both are outside HSIC’s distribution business, reducing direct competitive conflicts; no related-party transactions involving Hombach were disclosed.
- Private boards: Seaport Therapeutics (Audit Chair) and prior private roles at Naurex and Surgical Innovation Associates.
- Governance interlocks with investor designees: Hombach’s appointment was “separate” from KKR’s designees (Max Lin, Dan Daniel) in the January 29, 2025 agreement/announcement.
Expertise & Qualifications
- CPA with six years as public-company CFO (Baxalta, Baxter); extensive finance and accounting expertise.
- Operations leadership as COO, with direct responsibility for manufacturing, quality, and supply chain.
- Corporate strategy/M&A practitioner with board- and management-level transaction experience (Baxalta sale to Shire; Embecta spinout; Naurex and SIA acquisitions).
- Audit committee leadership across multiple public companies; NACD Board Leadership Fellow (2022).
- Cybersecurity oversight competency via CERT Certificate; advanced degrees in finance and management strategy.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Robert J. Hombach | 0 | <0.50% (*) |
- Stock ownership policy: Non-employee directors must own equity equal to the greater of 10,000 shares or five times the annual retainer; newly appointed directors have five years to comply.
- Compliance: Proxy states all non-employee directors are in compliance with ownership policy; policy permits limited sales only above requirement and prohibits hedging/pledging by directors.
- Vested/unvested breakdown: The 2024 year-end RSU balances shown for other directors exclude Hombach (not on the Board in 2024).
Governance Assessment
- Board effectiveness: Hombach brings deep audit chair experience (BioMarin, Embecta) and CFO/COO operational expertise to Henry Schein’s Strategic Advisory Committee—strengthening oversight of finance, operations, and M&A.
- Independence and conflicts: Affirmed independent; no arrangements/understandings behind selection and no related-party transactions reported for Hombach—low conflict risk.
- Attendance/engagement: Board and committees were active in 2024; Hombach’s 2025 appointment positions him for engagement on strategic planning; independent director executive sessions occur regularly.
- Alignment: Ownership currently 0 shares (beneficially, excluding unvested RSUs), but the five-year policy window to reach 10,000 shares or 5x retainer supports future alignment; hedging/pledging prohibited.
- Time-commitment risk: Multiple board roles (two public, one private) are within policy limits; monitor capacity and workload given chair responsibilities elsewhere.
RED FLAGS (none identified in disclosures):
- No hedging/pledging and no related-party transactions involving Hombach; director compensation lacks performance-based elements but is standard for non-employee directors; change-in-control acceleration for director RSUs exists (investors may scrutinize).