Ronald South
HENRY SCHEINAbout Ronald South
Ronald N. South, age 63, is Senior Vice President and Chief Financial Officer (principal financial and accounting officer) of Henry Schein, Inc., serving as CFO since April 2022 and with the company since 2008; he is also a member of the Executive Management Committee and on the board of the Henry Schein Cares Foundation, Inc. . South previously led Corporate Finance and served as Chief Accounting Officer at HSIC; earlier roles included senior finance leadership at Bristol-Myers Squibb, audit leadership at PepsiCo, and client advisory at PricewaterhouseCoopers; he is a Certified Public Accountant (CPA) . Company performance context: HSIC sales reached $12.7 billion in 2024 (public disclosure used for framing CFO remit) . Incentive metrics relevant to pay-for-performance include EPS and ROIC for PSUs and annual EPS plus strategic scorecard goals for bonuses .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Henry Schein, Inc. | Senior Vice President & CFO (Principal Financial and Accounting Officer) | Apr 2022–present | Company-wide financial leadership, capital allocation, investor relations; member Executive Management Committee |
| Henry Schein, Inc. | Vice President, Corporate Finance | 2008–Apr 2022 | Led internal/external reporting and corporate tax; foundation for finance modernization |
| Henry Schein, Inc. | Chief Accounting Officer | 2013–Apr 2022 | Oversight of internal/external financial reporting and corporate tax |
| Bristol-Myers Squibb | VP Finance (Cardiovascular & Metabolic), VP Controller (U.S. Pharma), VP Corporate General Auditor | Not disclosed | Business line finance leadership and corporate audit rigor |
| PepsiCo | North American Director of Corporate Audit | Not disclosed | Audit oversight and controls across North America |
| PricewaterhouseCoopers LLP | Roles of increasing responsibility | Not disclosed | Advisory to clients across U.S., Europe, Latin America; CPA credentials |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Henry Schein Cares Foundation, Inc. | Board member | As of Apr 9, 2025 | Governance of global corporate citizenship initiatives |
Fixed Compensation
Multi-year summary (Summary Compensation Table):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $520,064 | $586,038 | $627,950 |
| Stock Awards (RSUs/PSUs grant-date fair value) | $1,600,042 | $1,350,000 | $1,500,000 |
| Option Awards | $399,958 | $0 | $0 |
| Non-Equity Incentive (HSIP bonus paid) | $527,235 | $363,012 | $517,540 |
| All Other Compensation | $50,113 | $52,026 | $53,700 |
| Total | $3,097,412 | $2,351,076 | $2,699,190 |
HSIP target and grant detail (2024):
- HSIP target bonus: $565,000; threshold $56,500; maximum $735,439 (set in Grants of Plan-Based Awards) .
- 2024 LTIP grants: PSUs 10,032 shares and RSUs 10,032 shares; aggregate grant-date fair value $1,500,000 .
Performance Compensation
Annual (HSIP) design for Named Executive Officers (NEOs, other than CEO) and South in 2024:
- Weighting: 30% Company EPS goal; 40% Business Financial/Individual goals; 30% Strategic Scorecard goals .
- Company EPS target set at $5.04 in Feb/Mar 2024; adjusted to $5.17 per pre-defined adjustments; actual non-GAAP diluted EPS used for HSIP was $4.74; achievement 91.8% with payout of 58.9% for the Company EPS component .
- Strategic Scorecard goals certified at 98.3% payout for 2024 .
- South’s Business Financial/Individual goals included: Corporate Finance expense budget achievement and targets for (a) Company financial goals, (b) internal controls over financial and tax reporting and ERM, (c) strategic planning, and (d) investor relations initiatives .
2024 HSIP component table (South):
| HSIP Component | Weight | Target/Goal | Actual | Payout |
|---|---|---|---|---|
| Company EPS | 30% | $5.04 target; adjusted goal $5.17 | $4.74 (non-GAAP diluted EPS for HSIP) | 58.9% of component |
| Business Financial/Individual | 40% | Expense and control/ERM, strategy, IR targets | Not disclosed | Not disclosed |
| Strategic Scorecard | 30% | Financial/digital launch and One Schein goals | Certified | 98.3% of component |
Long-term (LTIP) structure:
- 2024 LTIP for NEOs: 50% PSUs and 50% RSUs; PSUs tied to three-year cumulative EPS (75% weight) and three-year average ROIC (25% weight); maximum payout 200% .
- Vesting: PSUs 100% on the third anniversary of grant date (three-year cliff) subject to performance; RSUs 100% on the fourth anniversary (four-year cliff) .
- 2022 PSUs vested in March 2025 at 0% payout (achievement 82.1% of cumulative EPS goal), with no adjustments by the Compensation Committee—demonstrating at-risk pay discipline .
2024 LTIP grant details (South):
| Equity Type | Grant Date | Shares Granted | Vesting | Performance Metrics |
|---|---|---|---|---|
| PSUs | Mar 9, 2024 | 10,032 | Three-year cliff, subject to EPS/ROIC goals | EPS (75%), ROIC (25%) |
| RSUs | Mar 9, 2024 | 10,032 | Four-year cliff (time-based) | n/a |
Clawbacks:
- HSIP: Clawback for competitive activity or restrictive covenant violations within one year of payment; expanded to include “Cause” determinations; subject to company-wide Dodd-Frank recoupment policy .
- LTIP: Clawback of fair market value for restricted stock units and option gains for competitive activity or restrictive covenant violations within one year; expanded to include “Cause”; subject to Dodd-Frank policy .
Equity Ownership & Alignment
Beneficial ownership and outstanding awards (as of Mar 24, 2025; year-end tables at Dec 27, 2024):
| Item | Detail |
|---|---|
| Beneficial ownership | 31,098 shares; comprised of 12,475 owned directly and options to purchase 18,623 shares exercisable within 60 days; percent of class is less than 0.50% |
| Options outstanding (exercisable) | 3,727 at $62.71 expiring 03/03/2031; 9,930 at $86.27 expiring 03/16/2032 |
| Options outstanding (unexercisable) | 0 at $62.71; 4,966 at $86.27 |
| Unvested time-based RSUs | 34,325 shares; market value $2,417,167 (based on $70.42) |
| Unearned PSUs (target basis) | 8,410 shares; market/payout value $592,232 (based on $70.42) |
| Stock ownership policy | CFO must hold equity ≥ 3× base salary; all executive officers are in compliance; minimum of 20% of base salary must be held in common stock; anti-hedging and anti-pledging policies in place |
| Pledging/hedging | Prohibited for executive officers; no pledging allowed (red flag mitigation) |
Employment Terms
Severance and change-of-control economics (as if termination occurred Dec 27, 2024):
| Scenario | Cash Severance | Annual Incentive | Benefits (PV) | Equity Acceleration | Excise Tax Gross-up | Total |
|---|---|---|---|---|---|---|
| Termination without cause/voluntary for good reason within two years following change in control (or within 90 days prior/after public announcement) | $2,497,783 | $517,540 | $65,590 | $4,224,637 | None (n/a) | $7,305,550 |
| Death or Disability | $0 | $0 | $0 | $3,433,357 | None (n/a) | $3,433,357 |
Key terms:
- Double-trigger equity acceleration; no single-trigger vesting upon change in control; acceleration occurs upon qualifying termination within the defined window .
- No excise tax gross-ups (other than relocation expense gross-ups) .
- SERP and deferred compensation: Registrant contribution to SERP in 2024 $18,523; aggregate SERP balance $170,582; South did not participate in the employee Deferred Compensation Plan in 2024 (n/a) .
Investment Implications
- Pay-for-performance alignment: 2022 PSUs paid 0% at vest (EPS achievement 82.1%), evidencing a disciplined framework where equity is genuinely at risk; this reduces pay inflation and supports shareholder alignment .
- 2024 annual incentive outcomes: EPS component paid at 58.9% while strategic scorecard paid 98.3%, indicating balanced weighting and tangible linkage to financial outcomes; South’s total HSIP payout was $517,540 for 2024 .
- Retention dynamics: Three- and four-year cliff vesting for PSUs/RSUs, sizable unvested RSUs ($2.42m) and PSUs ($0.59m target value) plus double-trigger protection create meaningful retention hooks while limiting immediate selling pressure; anti-hedging/anti-pledging further curtails misalignment risk .
- Transaction optionality: In a change-of-control with qualifying termination, total benefits of ~$7.31 million for South highlight material, but standard, executive protections; monitor strategic activity (e.g., KKR partnership context) for potential event-driven signals even as single-trigger acceleration is disallowed .
- Ownership and alignment: Beneficial ownership is modest (<0.50% of shares), but HSIC’s ownership policy (≥3× salary for CFO) and compliance, combined with performance-based equity (>50% PSUs for NEOs), mitigate misalignment concerns .
- Governance backdrop: 2024 Say-on-Pay passed with 87.8% support, and compensation program refinements increased emphasis on financial metrics and added ROIC to PSUs—supportive of investor confidence in incentive design .