Scott Serota
HENRY SCHEINAbout Scott Serota
Scott Serota (age 68) is an independent director of Henry Schein, Inc. since 2021, serving on the Strategic Advisory Committee and the Regulatory, Compliance and Cybersecurity Committee . He is the former President and CEO of the Blue Cross Blue Shield Association (1996–December 2020), with prior leadership roles at Rush Prudential Health Plans and Prudential Insurance Co. of America, and earlier founded Physicians Preferred Health and was an administrator at Hillcrest Medical Center . Education: M.S., Washington University School of Medicine (Health Administration and Planning), B.S., Purdue University; awarded an honorary Doctor of Science by Purdue University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blue Cross Blue Shield Association | President & CEO | 1996–Dec 2020 | Led national health insurer trade association; public policy engagement |
| Rush Prudential Health Plans | President & CEO | 1993–1996 | Led managed care organization |
| Prudential Insurance Co. of America | Vice President | 1984–1993 | Senior leadership in insurance operations |
| Physicians Preferred Health, Inc. | Founder | n/a | Physician-hospital organization founder |
| Hillcrest Medical Center | Administrator | n/a | Hospital administration |
External Roles
| Organization | Role | Tenure | Public/Private/Non-Profit |
|---|---|---|---|
| Blue Cross Blue Shield of Michigan | Board Member | 2024–Present | Non-profit |
| Theranica Bio-Electronics Ltd. | Board Member | 2021–Present | Private |
| Athletico Physical Therapy | Board Member | 2020–Present | Private |
| Itamar Medical Ltd. | Board Member | 2021–2023 | Private (former) |
| Paragon Biosciences | Advisory Board Member | 2024 | Private (former) |
| Northwestern Health Care Network | Board Member | n/a | Non-profit |
| Brain Research Foundation | Chair, Board of Trustees | n/a | Non-profit |
| Vistria Group | Advisory Board Member | n/a | Private firm (healthcare investing) |
| USC Schaeffer Center | Advisory Board Member | n/a | Academic |
Board Governance
- Independence: The Board has affirmatively determined Serota is independent under Nasdaq Rule 5605(a)(2) .
- Committee assignments: Member, Regulatory, Compliance and Cybersecurity Committee; Member, Strategic Advisory Committee; both committees composed solely of independent directors .
- Attendance: In fiscal 2024, the Board met 9 times; each director attended at least 75% of Board and committee meetings for their term. Committee meetings: Audit (5), Compensation (8), Nominating & Governance (2), Regulatory/Compliance/Cybersecurity (6), Strategic Advisory (3) . Serota attended the 2024 Annual Meeting (all directors then in office attended except Mohamad Ali and James P. Breslawski) .
- Executive sessions: Independent directors meet at regularly scheduled executive sessions without management present; the Board maintains a Lead Director structure .
Fixed Compensation
| Component | Amount/Terms | FY Reference | Notes |
|---|---|---|---|
| Annual cash retainer | $100,000 | 2024 | Increased from $90,000 following benchmarking |
| Committee meeting fees | $2,200 per committee meeting | 2024 | Also paid for Audit and Regulatory/Cyber reviews of Oct-2023 cyber incident |
| Chair retainers (if chair) | $15,000 (Nom/Gov; Regulatory; Strategic), $20,000 (Comp), $25,000 (Audit) | 2024 | Serota is a committee member, not chair |
| Lead Director retainer | $40,000 | 2024 | For Lead Director (not Serota) |
| Cash fees earned (Serota) | $119,800 | 2024 | As reported in Director Compensation table |
Performance Compensation
| Element | Granted to Non-Employee Directors? | Details |
|---|---|---|
| Performance-based annual incentive (bonus) | No | Company does not grant director bonuses |
| Stock options | No | Company does not grant options to non-employee directors |
| RSUs (time-based) | Yes | Granted March 4, 2024: 2,604 RSUs; grant-date fair value $200,000; 12-month cliff vest; full accelerated vesting upon change-in-control; deferral elections available, but Serota did not defer any RSUs in FY2024 |
Annual limit on director compensation (cash + equity) is $900,000 per fiscal year .
Other Directorships & Interlocks
- No related-party transactions involving Serota are disclosed; Audit Committee reviews and approves related-party transactions .
- External roles are primarily in healthcare providers, devices, and non-profits; no disclosed conflicts with HSIC’s distribution business .
Expertise & Qualifications
- Healthcare industry expertise; extensive leadership in insurance and public policy from tenure as Blue Cross Blue Shield Association CEO .
- Public sector/government engagement: White House Conference on Aging Policy Committee; American Health Information Community (federal commission) .
- Board governance experience across healthcare organizations; advisory roles in healthcare investing and academic centers .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (Serota) | 6,369 shares | 5,369 direct; 1,000 via Serota Family Trust (shared voting/dispositive power) |
| Ownership % of outstanding shares | <0.50% | As indicated by “*” in beneficial ownership table |
| Unvested RSUs outstanding (FY2024 year-end) | 2,604 | Standard annual director grant; 12-month vesting |
| Vested RSUs deferred | 0 | Serota did not elect to defer RSU payouts in FY2024 |
| Director stock ownership guideline | Greater of 10,000 shares or 5x annual retainer | All non-employee directors are in compliance; anti-hedging and anti-pledging policies apply |
Governance Assessment
- Strengths:
- Independent director with deep healthcare and policy experience; active on risk oversight committees focused on regulatory, compliance, and cybersecurity—key areas for HSIC post-2023 cyber incident .
- Attendance and engagement standards met; independent director executive sessions; robust committee charter structures .
- Aligned director pay structure: modest cash retainer and meeting fees; time-based RSUs; no options or performance bonuses; clear annual cap; change-in-control provisions limited to RSUs acceleration typical for directors .
- Ownership alignment supported by stock ownership guidelines; all directors compliant; anti-hedging/pledging policy reduces misalignment risk .
- Watch items:
- Beneficial direct holdings are below 10,000 shares, though guideline compliance can include unvested RSUs and other equity—Board states full compliance; monitor future reported holdings and any deferral elections for sustained alignment .
- KKR strategic partnership adds new nominees and influences; while not a Serota-specific issue, continued vigilance on potential interlocks and transaction reviews is appropriate via Audit and Nom/Gov committees .
No Serota-specific related-party transactions, hedging/pledging, or attendance red flags are disclosed in the latest proxy .