Henry Schein Inc 8-K, filed Oct 8, 2026
Henry Schein Inc (HSIC)
About this 8-K
Henry Schein Inc filed this 8-K on October 8, 2026, reporting on events of October 6, 2026.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 8, 2026, Henry Schein, Inc. (the “Company”) announced that (i) Ronald N. South will continue to serve as Senior Vice President and Chief Financial Officer of the Company and as the Company’s principal financial officer and principal accounting officer through November 3, 2026, including through the completion of the Company’s third quarter earnings process, and effective November 4, 2026, Mr. South’s employment will transition to the role of Senior Advisor and (ii) the Board of Directors (the “Board”) approved the appointment of Emmanuel Caprais to initially serve as Senior Financial Advisor of the Company on October 12, 2026, allowing for a structured transition and onboarding period, and effective November 4, 2026 to serve as Senior Vice President, Chief Financial Officer of the Company and as the Company’s principal financial officer and principal accounting officer. In connection with such transition, Mr. South will be entitled to receive the payments and benefits under the Company’s amended and restated Executive Severance Plan (the “Executive Severance Plan”), in accordance with and subject to the terms and conditions of such plan.
Mr. Caprais, 51, comes to the Company from ITT Inc. (“ITT”), a global industrial manufacturer, where he served as Senior Vice President and Chief Financial Officer from 2020 to May 2026. Prior to becoming ITT’s Chief Financial Officer, Mr. Caprais served in a number of finance leadership roles at ITT, including Vice President of Finance and Group Chief Financial Officer, with responsibility for ITT’s business unit finance teams, Financial Planning & Analysis and Investor Relations, and as segment Chief Financial Officer for ITT’s Motion Technologies and Industrial Process businesses. Mr. Caprais joined ITT in 2012. Prior to joining ITT, Mr. Caprais held finance leadership roles at Magneti Marelli (now MARELLI) and, earlier, positions of increasing responsibility in finance at Valeo in North America and Europe.
Offer Letter with Mr. Caprais
In connection with his appointment, Mr. Caprais and the Company entered into an offer letter (the “Offer Letter”). Mr. Caprais will initially serve as Senior Financial Advisor and, effective November 4, 2026, will serve as Senior Vice President, Chief Financial Officer. He will report to Frederick M. Lowery, Chief Executive Officer. Mr. Caprais’ employment is at will and is not for a fixed term.
Under the Offer Letter, Mr. Caprais will receive during the employment period an annual base salary of $750,000 and a target annual bonus opportunity of $750,000 under the Company’s Incentive Plan, subject to the attainment of performance criteria established by the Compensation Committee of the Board and subject to the terms and conditions of the Incentive Plan. Mr. Caprais will also be eligible to receive a one-time cash sign-on bonus in the amount of $25,000, payable within 30 days of his start date, subject to continued employment through the payment date and repayment in certain circumstances if his employment terminates within one year of his start date.
Additionally, Mr. Caprais will be eligible to participate in the Company’s annual long-term incentive program. His 2027 long-term incentive award is expected to have an estimated grant date fair value of $2,500,000 and to be granted in March 2027, subject to his continued employment through the grant date and the terms and conditions of the Company’s 2024 Stock Incentive Plan (or successor plan) and applicable award agreements. The Offer Letter further provides that, subject to Mr. Caprais’ continued employment through the grant date, he will be eligible to receive a one-time sign-on equity award to be granted in December 2026 with a grant date fair value of $250,000. The equity grant will be allocated as follows: (i) 50% performance-based restricted stock units which will vest on the third anniversary of the grant date subject to the achievement and certification of performance goals; and (ii) 50% time-based restricted stock units which will vest ratably on each of the first four anniversaries of the grant date. Such grant will be subject to the terms and conditions of the Company’s 2024 Stock Incentive Plan (or successor plan) and applicable award agreements. All vesting is subject to Mr. Caprais’ continued employment through the applicable vesting dates, except in the case of certain termination events.
In addition, the Company will sponsor and pay reasonable fees and expenses, up to $7,000, associated with the renewal of U.S. permanent resident cards for Mr. Caprais and his immediate family members, as described in the Offer Letter.
Subject to Mr. Caprais’ timely execution and non-revocation of a release of claims in a form reasonably satisfactory to the Company, Mr. Caprais will be eligible to receive the benefits provided by the Executive Severance Plan or the Company’s amended and restated Executive Change in Control Plan, as applicable, which for an executive officer, generally provide, upon a qualifying termination not in connection with a change in control, for a pro-rated annual bonus for the year of termination based on actual performance, cash severance equal to 1.5 times the sum of base salary and the average annual bonus paid over the three fiscal years preceding termination, payable in installments over the 18 months period following such termination, pro rata acceleration of performance-based equity awards (subject to actual performance) and time-based equity awards granted prior to January 1, 2027, subsidized COBRA health coverage, and outplacement services, and, in the
case of a qualifying termination in connection with a change in control, for severance pay equal to 2.0 times base salary and target bonus, payable in one lump sum, pro rata annual incentive compensation for the year of termination based on actual performance, accelerated vesting of equity and certain retirement benefits, and continued health and welfare benefits, in each case subject to the terms of the applicable plan.
In connection with the Offer Letter, Mr. Caprais has entered into a Restrictive Covenant, Confidentiality and Inventions Agreement with the Company (the “Restrictive Covenant Agreement”). Under the Restrictive Covenant Agreement, Mr. Caprais is subject to non-compete, non-solicitation and non-interference covenants during his employment with the Company and for 18 months following termination of employment for any reason, and a perpetual customary confidentiality provision.
The foregoing description of the Offer Letter and the Restrictive Covenant Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Offer Letter and the Restrictive Covenant Agreement, which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.
No arrangement or understanding exists between Mr. Caprais and any other person pursuant to which Mr. Caprais was selected to serve as Chief Financial Officer. There have been no related party transactions between the Company or any of its subsidiaries and Mr. Caprais reportable under Item 404(a) of Regulation S-K. Mr. Caprais has no family relationships with any of the Company’s directors or executive officers.
| Item 7.01 | Regulation FD. |
On October 8, 2026, the Company issued a press release (the “Press Release”) announcing leadership transitions. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 and the Press Release attached as Exhibit 99.1 are considered furnished to the Securities and Exchange Commission and are not deemed filed for purposes of Section 18 of the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 10.1 | Offer Letter between Henry Schein, Inc. and Emmanuel Caprais | |
| 10.2 | Restrictive Covenant Agreement between Henry Schein, Inc. and Emmanuel Caprais | |
| 99.1 | Press Release, dated October 8, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HENRY SCHEIN, INC. (Registrant) | ||||||
| Date: October 8, 2026 | By: | /s/ Kelly Murphy | ||||
| Kelly Murphy | ||||||
| Senior Vice President and General Counsel | ||||||
Exhibit 10.1
October 6, 2026
Emmanuel Caprais
Dear Emmanuel:
On behalf of Henry Schein, Inc. (the “Company”), this letter will serve to confirm our offer to you. Your anticipated start date will be October 12, 2026. You will initially serve in the position of Senior Financial Advisor. Effective November 4, 2026 (the “Transition Date”), you will transition to the position of Senior Vice President, Chief Financial Officer. You will report to Frederick Lowery, Chief Executive Officer (or his successor), in both positions. Both of these positions will be based out of Melville, New York. Please respond to this offer within three business days.
Below I have outlined the compensation and benefit components of our offer:
Base Salary: $750,000 per annum, payable on a bi-weekly basis. Salary reviews for exempt professional employees are generally conducted annually in March of each year. You will be considered for a salary review in March 2027. You recognize that the Company retains the right to establish and modify compensation, benefits and working conditions for its employees, including with respect to categories of employees, in its sole discretion.
Annual Bonus: You will be eligible for an annual target bonus of $750,000 under the Company’s Incentive Plan, as amended and restated from time to time (the “Incentive Plan”), based on the achievement of pre-determined goals and subject to the terms and conditions of the Incentive Plan. Your goals, objectives and performance bonus targets will be developed on an annual, ongoing basis and may be tied to Company-wide, financial, business unit, strategic and/or individual objectives as determined by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”), in its sole discretion. The Incentive Plan sets forth proration rules and plan details, including providing that to earn any annual bonus, you must be continuously employed from the date hereof through the date such bonus is paid.
Annual LTIP: You will be eligible to participate in the Company’s Annual Long Term Incentive (LTI) program. Your 2027 LTI grant will have an estimated grant date fair value of $2,500,000 and is expected to be granted in March 2027, subject to your continued employment from your start date until the actual date of grant. The LTI program currently consists of equity-based awards issuable in accordance with the Company’s 2024 Stock Incentive Plan, as amended and restated from time to time (the “Stock Incentive Plan”). Future eligibility to participate in the Company’s LTI program, or any successor equity award program offered by the Company, is subject to the sole and absolute discretion of the Compensation Committee. All awards shall be subject to the terms and conditions of the Stock Incentive Plan and the agreements incident thereto and the sole discretion and approval of the Compensation Committee.
Sign-On Equity-Based Award: You will be eligible to receive a one-time sign-on LTI award with a grant date fair value of $250,000, consisting of 50% performance-based restricted stock units and 50% time-based restricted stock units, which is expected to be granted in December 2026, subject to your continued employment from the date hereof until the actual grant date. The awards shall be granted under the Stock Incentive Plan (or any successor plan thereto) and subject to the terms and conditions of the Stock Incentive Plan and the agreements incident thereto and the sole discretion and approval of the Compensation Committee.
Stock Ownership Guidelines for HSLT (formerly Stock Ownership Guidelines for EMC): Your position as Senior Vice President, Chief Financial Officer, you will be subject to the Company’s stock ownership policy for executive officers, which will require you to hold an amount of stock equal to at least three times your annual base salary. Under the stock ownership policy, you will have five years from the Transition Date to comply with the stock ownership policy. The stock ownership policy is subject to amendment from time to time.
Cash Sign-On Bonus: You will be eligible to receive a one-time sign-on bonus of $25,000, subject to applicable withholdings and deductions, which you will receive within 30 days of your start date, subject to your continued employment in good standing with the Company through the payment date. In the event you voluntarily terminate employment with the Company for any reason or are terminated by the Company for Cause (as defined in the Stock Incentive Plan), in each case, within one year of your start date, you agree and acknowledge that the Company may reduce other payments to be made to you that do not constitute nonqualified deferred compensation under Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder (collectively “Section 409A”) by the net after tax amount of such bonus and, to the extent not offset against other payments, you shall repay the net after tax amount of such bonus to the Company within 30 days of the termination of your employment.
Directors and Officers Liability Insurance: You will be covered under the Company’s directors and officers liability insurance policies as set forth in the applicable policy documents.
Benefits: You will become eligible for medical, dental, vision, life insurance, disability, and other benefit programs effective the first of the month following 30 days of employment. You will be eligible to participate in the Henry Schein, Inc. 401(k) Savings Plan immediately upon hire. The 401(k) Savings Plan allows you to save for retirement on a pre-tax basis and provides a company matching contribution of up to 5% of your base pay after you complete one year of service. The plan also includes automatic enrollment at a 3% contribution rate if you do not opt out within 60 days of your hire date. You understand and acknowledge that the Company retains the right to amend, modify, rescind, delete, supplement or add to any of its existing employee benefit programs, at the Company’s sole discretion.
Supplemental Executive Retirement Plan (SERP): You will be eligible to participate in the Company’s Supplemental Executive Retirement Plan (SERP), subject to its terms and conditions, as amended and restated from time to time, beginning in January 2028.
Paid Time Off: You will be entitled to Flexible Time Off in accordance with the Company’s Flexible Time Off policy for other similarly situated employees of the Company, subject to the Company’s generally applicable policies related to PTO.
Green Card Renewal: The Company will sponsor and pay the reasonable fees and expenses, up to $7,000, including outside immigration counsel expenses and USCIS filing fees, necessary to renew your and your immediate family members’ United States permanent resident cards (green cards) (the “Green Card Renewal”). For this purpose, “immediate family members” means your spouse and any dependent children. The Company shall select immigration counsel and shall direct and control the filing and management of all matters relating to the Green Card Renewal. In connection with the Green Card Renewal, you agree to cooperate with the Company and immigration counsel as necessary and appropriate to effectuate the renewal of your and your immediate family members’ green cards. The Green Card Renewal is limited solely to the renewal of your and your immediate family members’ green cards and does not extend to naturalization, citizenship, or any other immigration-related proceedings or filings. For the avoidance of doubt, the Green Card Renewal would constitute taxable compensation to you, and the Company will report and withhold on the amount of such benefit as required by applicable law.
Clawback: You expressly agree and acknowledge that your cash and non-cash incentive compensation (whether provided under this letter or otherwise) shall be subject to the terms and conditions of the Company’s Dodd-Frank Clawback Policy, the Company’s Incentive Compensation Recoupment Policy or any other clawback or recoupment policy adopted by the Company, as applicable.
Section 409A Compliance: It is intended that the payments and benefits herein shall be exempt from, or comply with, Section 409A, and all provisions of this offer letter shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Notwithstanding anything herein to the contrary, in no event whatsoever shall the Company be liable for any taxes or penalties that may be imposed on you by Section 409A or any damages for failing to comply with Section 409A. Notwithstanding the foregoing or anything else contained herein to the contrary, if you are a “specified employee” (determined in
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accordance with Section 409A), and if any payment or benefit constitutes a “deferral of compensation” under Section 409A, then any such payment or benefit that is payable during the first six months following the date of “separation from service” (within the meaning of Section 409A) shall be paid or provided to you in a lump sum cash payment (without interest) to be made on the earlier of (x) your death (solely to the extent that any payment is required to be made following death), or (y) the first payroll date of the seventh calendar month immediately following the month in which the separation from service occurs.
“At-Will” Employment: You acknowledge and agree that you are an employee at-will and that the Company may terminate your employment at any time, with or without cause. Upon termination by the Company for any reason, the Company shall have no obligation to you for any form of compensation or benefits, except as otherwise required by law or as expressly set forth in a separate Company benefit plan, program, or arrangement, other than (a) unpaid salary earned or accrued through the date of termination, and (b) reimbursement of appropriately documented expenses incurred by you before the termination, to the extent that you would have been entitled to such reimbursement under the Company’s policies but for the termination of employment. This letter supersedes any and all previous contracts, arrangements or understandings between and among you, the Company and its affiliates, with respect to the subject matter.
Restrictive Covenants: You are required to execute a Non-Compete, Non-Solicitation, Confidentiality and Inventions agreement as a condition of your employment. This offer and your employment with the Company are contingent on your execution of this document as requested by the Company.
Please be aware that your name and former job title may be disseminated to certain Company employees. To opt-out of this disclosure, please notify HROperations@henryschein.com in writing as soon as possible or at least before your start date.
By your execution of this offer letter in the space provided, and in consideration of your employment with the Company and the compensation and benefit elements comprising such employment offer as set forth above, you acknowledge, covenant, understand and agree as follows (subject to any exceptions expressly included in the Non-Compete, Non-Solicitation, Confidentiality and Inventions agreement):
| • | The Company’s policy of employment prohibits you from taking any confidential or proprietary information with you from your current or any former employer, and you acknowledge that you have not done so and that the Company has actively discouraged you from doing so. |
| • | The Company’s policy of employment prohibits you from using any such confidential information to the detriment of any former employer in anticipation of, or when you are actually in, the employ of the Company, and, accordingly, you may not use any proprietary or confidential documents or information from any prior employer while employed by the Company. |
| • | You represent that to the best of your knowledge, you do not have any written or oral employment or other agreements with any previous employer or other entity which would prevent you from (i) fully and openly being employed by the Company, or (ii) giving your full time and best efforts to such employment, or (iii) actively and aggressively pursuing your duties and responsibilities on behalf of the Company. |
Please note that the Company has a policy, if and when the Company deems it appropriate, of: (a) verifying compensation representations made to it by offerees by requesting substantiating documentation of an offeree’s recent total annual compensation; (b) validating academic and professional credentials; and (c) validating prior work experience. This offer is contingent on the Company’s receipt of satisfactory reports with respect to: (a) a drug screen which you must take within 48 hours of receiving a conditional offer; (b) a criminal background check, including a motor vehicle check when appropriate; and (c) reference checks with your business and professional associates.
Please contact me at your earliest convenience when you are in a position to respond to our offer. If you have any questions or desire further information, feel free to contact me at [***-personal information].
[Signature page follows]
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Please acknowledge your acceptance of this offer by signing a copy of this letter and returning it to me.
We look forward to having you join Team Schein in New York.
| Very truly yours, |
| /s/ Christine Sheehy |
| Christine Sheehy |
| Senior Vice President, Chief Human Resources Officer |
| Agreed to and Accepted |
| /s/ Emmanuel Caprais |
| Emmanuel Caprais |
| Date: October 6, 2026 |
[Signature Page to Emmanuel Caprais Offer Letter]
Exhibit 10.2
RESTRICTIVE COVENANT, CONFIDENTIALITY AND INVENTIONS AGREEMENT
This Restrictive Covenant, Confidentiality and Inventions Agreement (“Agreement”) is made and entered into effective as October 12, 2026, by and between Henry Schein, Inc., a Delaware corporation headquartered in New York (the “Company”) and Emmanuel Caprais (“Employee”).
RECITALS
WHEREAS, Employee is being offered employment by the Company in the key role of Senior Financial Advisor, transitioning to Senior Vice President, Chief Financial Officer, and the projected responsibilities of this role include, among others, providing strategic and financial leadership for the Company, overseeing the Company’s global finance organization and financial strategy, planning, reporting, controls and capital allocation, partnering with senior leadership to drive financial performance and long-term value creation, and supporting the Company’s strategic priorities and overall business objectives; and
WHEREAS, the position for which Employee is being hired, is a key management position, responsible for material aspects of the Company achieving its strategic plans and goals, driving numerous functions of the Company, including contributing to short-term, annual and long-range strategic and other plans, and planning and developing infrastructure and pricing to achieve its goals; and requires extensive knowledge of and involvement with the Company’s trade secrets and other Confidential Information (as defined below), including pricing and business and strategic planning; and
WHEREAS, Employee’s position with the Company is a position of trust and confidence; Employee is expected to perform the duties of a key employee, and Employee will work with, develop, contribute to, and have access to, the Company’s trade secrets and other Confidential Information, and will have direct involvement in the Company’s business and strategic planning, customer relationships, products, pricing, and development, and in the trade secrets of the Company, including trade secrets and confidential information provided to or generated by Employee, which are for use in a manner consistent with the best interests of the Company and the Employee’s duty of loyalty; and
WHEREAS, Employee has had an opportunity to consider the matter, has been informed and advised that he has the right and opportunity to consult with counsel before signing, has had the opportunity to review the terms and restrictions hereof with independent legal counsel of his choosing, and has made an independent and informed decision that this Agreement is (a) fair and not excessive; (b) necessary for the protection of the Company’s trade secrets, key confidential information and good will; (c) necessary because, among others, the Company’s legitimate business interest cannot be adequately protected through an alternative restrictive covenant; (d) reasonable in scope and geographic reach in light of the interests being protected; and (e) that entry into this Agreement, and compliance with the terms hereof, including the restrictions set forth herein, is reasonable; and
NOW, in consideration of the premises, and of Company offering employment to Employee and hiring Employee at this time; and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
I. COVENANTS AND OTHER TERMS
A. Definitions. The following terms shall be defined as provided below for purposes of this Agreement.
| 1. | Separation Date. The phrase “Separation Date” as used throughout this Agreement means the effective date of Employee’s termination from employment with the Company, whether by resignation or termination for any reason. In the event Employee’s employment with the Company is terminated and Employee is subsequently rehired by the Company in the same or any other position, the phrase “Separation Date” shall refer to the most recent date of Employee’s termination from employment with the Company. |
| 2. | Period of Restriction. The phrase “Period of Restriction” as used throughout this Agreement is defined to mean the period commencing on the date of this Agreement and continuing throughout Employee’s employment with the Company and for a period of eighteen (18) months after the Separation Date. |
| 3. | Restricted Area. The parties recognize that Employee’s responsibilities and work for the Company, will be global and is expected to extend to all of the geographic territories in which the Company does business. The phrase “Restricted Area” as used in this Agreement shall mean (i) the United States, and (ii) such additional countries globally: (A) where Employee works or performs services on behalf of the Company at any time during the two (2) years prior to the Separation Date; (B) where a business group of the Company or an affiliate, that reported to Employee, or that Employee was involved in supervising or managing, at any time during the twenty four (24) months prior to the Separation Date, is engaged in business and/or is providing products, technology and/or services at any time during the twenty four (24) months prior to the Separation Date; and/or (C) in or to which Employee’s efforts on behalf of the Company were directed, at any time during the twenty four (24) months prior to the Separation Date; (iii) in addition, during the period when Employee is employed by the Company or an affiliate, the Restricted Area shall also include the geographic territories in which the Company and such affiliate do business. |
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| 4. | Restricted Business. The term “Restricted Business” shall mean and include any business or enterprise (i) that competes with, or that is in the same or a competing line of business with, any business, business segment, line of business, or business unit: (A) in which, at any time during the two (2) years prior to the Separation Date, Employee worked on behalf of the Company, and/or on behalf of a subsidiary or affiliate of the Company; or (B) which reported to Employee or which Employee supervised, managed or led, at any time during the two (2) years prior to the Separation Date; (ii) that promotes, markets or attempts to market or sell, or attempts to aid others in promoting, marketing or attempting to market or sell, any instrumentation, products, services or technology, that are promoted, offered or sold in any business segment or line of business, or by any business or business unit: (A) in which, at any time during the two (2) years prior to the Separation Date, Employee worked on behalf of the Company, and/or of a subsidiary or affiliate of the Company; or (B) which reported to Employee or which Employee supervised, managed or led, at any time during the two (2) year prior to the Separation Date; (iii) in the manufacture, distribution, marketing and/or sale of instrumentation, products, services, or technology, which compete with, or which are offered or sold in competition with, or are offered or sold in the same market segment as, instrumentation, products, services, or technology, offered by a Business Unit; (iv) in the promotion, distribution, marketing and/or sale to Customers, of instrumentation, products, services, or technology, which compete with, or which are offered or sold in competition with, or are offered or sold in the same market segment as, instrumentation, products, services, or technology, offered by a Business Unit; and/or (v) in which Confidential Information would be disclosed to, or used on behalf of, anyone other than the Company, its subsidiaries and/or affiliates. |
| 5. | Business Unit. The term “Business Unit” as used in this Agreement shall mean each business segment, business, line of business, or business group of the Company or of any of its subsidiaries, affiliates or joint ventures: (A) in which, at any time during the three years prior to the Separation Date, Employee worked on behalf of the Company or of such subsidiaries, affiliates or joint ventures, and/or (B) which reported to Employee or which Employee supervised, managed or led, at any time during the two (2) years prior to the Separation Date |
| 6. | Customer. The term “Customer” as used throughout this Agreement shall mean any client, account or customer of the Company, its subsidiaries and/or affiliates: (x) whom Employee solicited, sold to or serviced, on behalf of the Company or any of its businesses, subsidiaries or affiliates, at any time during the twenty four (24) months preceding the Separation Date, and/or (y) on whose account Employee worked on behalf of the Company, or any of its businesses, subsidiaries or affiliates, at any time during the twenty four (24) months preceding the Separation Date, and/or (z) concerning whose account, Employee, at any time during the twenty four (24) months preceding the Separation Date, reviewed, utilized, created or developed, Confidential Information. |
| 7. | Vendor. The term “Vendor” shall mean any vendor or supplier to the Company or any of its subsidiaries or affiliates (other than a vendor of utilities or maintenance products or services, for the Company’s own premises): (i) with whom, at any time during the twenty four (24) months prior to the Separation Date, Employee, or any of the Employees who reported directly to Employee at the time of contact (“Report” or “Reports”), had material contact on behalf of the Company; or (ii) for whom Employee was the contact person on behalf of the Company at any time during the twenty four (24) months prior to the Separation Date. |
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| 8. | Affiliate. The terms “affiliate” and “affiliate” as used herein shall mean an entity that, directly or indirectly, or through one or more intermediaries, controls, is controlled by, or is under common control with, the Company. The parties acknowledge that, from time to time, an employee of the Company may, as part of his work for the Company, work on behalf of an affiliate, or may be involved in a business or process in which an affiliate has an interest. |
B. Covenant Concerning Competitive Activity. During the Period of Restriction, except while employed by the Company, and acting on behalf of the Company, its subsidiaries and/or affiliates, Employee shall not, directly or through others: (i) engage, anywhere in the Restricted Area, in any Restricted Business, and/or aid others in, and/or work in aid of, any Restricted Business; (ii) engage in, consult on, or assist, anywhere in the Restricted Area, in the business, management, development and/or acquisition of, any Restricted Business; (iii) contact, solicit, advise, provide products, services, technology, software and/or equipment, to, or consult with, any Customer, for the purpose, or with the effect, of encouraging or causing the Customer to consider, purchase, license or otherwise obtain products, services, technology, software and/or equipment from a person, firm, business or entity other than the Company or an affiliate, where such products, services, technology, software and/or equipment, or competing products, services, technology, software and/or equipment, could have been acquired through the Company; (iv) be involved in the planning, promotion, marketing, distribution, servicing or sale, within the Restricted Area, of products, services, technology, software, businesses and/or equipment, that compete with, attempt to compete with, or are in the same line of business as, any Restricted Business; (v) consult concerning, evaluate, and/or engage in, investment, merger and/or acquisition activity and/or transactions involving the sale or acquisition of a business or line of business, where such business or line of business competes or attempt to compete with Restricted Business(es), or are in a line of business within the definition of Restricted Business as set forth above; and/or (vi) without the prior written consent of the Company, pursue, engage in or utilize on behalf of anyone other than the Company or its affiliates, any proposed business arrangement or business plan on which Employee worked while employed by the Company or an affiliate. Further, during the Period of Restriction, Employee shall not directly or through others, interfere with the business relationship between the Company, its subsidiaries, divisions and/or affiliates, and any Customers or Vendors. The restrictions set forth in this paragraph: (x) shall restrict activity in the Restricted Area, and (y) shall also restrict actions and activity conducted from outside of the Restricted Area, which are directed to the Restricted Area (such as phone calls, remote conferences or computer-based activity outside of the Restricted Area that communicate concerning, are in furtherance of, or contribute to, activity from which Employee is prohibited within the Restricted Area).
C. Covenant Concerning Non-Solicitation of Company Employees; Non-Interference. During the Period of Restriction, Employee shall not, directly or through others, for or on behalf of anyone competing or attempting to compete with any aspect of the business of the Company, recruit or aid in the recruiting of, or solicit for employment, any employee or consultant of the Company; further, Employee shall not, during the Period of Restriction, advise, identify or
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recommend to any person, firm, business or entity that is competing or attempting to compete with any aspect of the business of the Company, that they employ or solicit for employment, any employee or consultant of the Company. The foregoing restrictions shall be limited to pertain to employees and/or consultants of the Company, its subsidiaries and/or affiliates: (x) with whom Employee worked while at the Company, and/or (y) whom Employee supervised on behalf of the Company, its subsidiaries and/or affiliates, and/or (z) about whose function, work and/or performance, Employee learned during Employee’s employ with the Company.
D. No Conflicting Obligations; Further Covenant. Employee further covenants and agrees that, during the Period of Restriction, Employee will comply with this Agreement, will not engage in activities that conflict with Employee’s obligations hereunder, and will not interfere with, and will not aid anyone else in interfering with, the relationships between the Company and its Customers and/or Vendors.
E. Acknowledgment of Reasonableness of Restrictions. Employee specifically acknowledges and agrees that the nature of the limitations upon Employee’s activities as specified herein, together with the duration and scope of such restrictions, are reasonable limitations on Employee’s activities and that the restrictions are required to preserve, promote and protect the trade secrets, Confidential Information, goodwill and other legitimate interests of the Company, and impose no greater restraint than is reasonably necessary to secure such protection. Employee represents and warrants that he has carefully considered the provisions hereof, and that he is willing to agree hereto, and that he will enter into and comply with this Agreement. Employee further represents and warrants that the provisions of this Agreement will not substantially impair Employee’s ability to earn a livelihood, nor will such provisions cause Employee any undue hardship.
F. Interpretation of Covenants. In the event that any provision of this Agreement shall be held invalid or unenforceable by a court of competent jurisdiction by reason of the duration or scope thereof or for any other reason, such invalidity or unenforceability shall attach only to the specific provision determined to be unenforceable, and the rest of the covenants and the Agreement shall remain in full force and effect. Employee and the Company intend that the restrictions and provisions set forth in this Agreement shall be deemed to be severable, and shall further be deemed to be a series of separate covenants. Further, to the greatest extent permitted by law, the parties agree that, in the event a court determines that a provision hereof is invalid or unenforceable, that the court, to the greatest extent permitted by law, modify such provision in a manner permitted by law, to afford the greatest protection permitted by law consistent with the intent expressed in this Agreement, and, as so modified, that the court enforce the provision.
G. Notification to Future Employers. Employee agrees that no later than ten (10) days after accepting employment, contracting with or agreeing to provide services to another person or entity during the Period of Restriction, Employee will so advise the Company, and the Company may, in its discretion, inform of the terms hereof, and/or provide a copy of this Agreement, to the entity to which Employee is or will be employed or providing services. Employee hereby waives any claims against the Company or its representatives due to the Company’s providing this Agreement to any such entity, including but not limited to claims for defamation and/or interference with contractual relations.
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II. FURTHER PROTECTION OF CONFIDENTIAL AND PROPRIETARY INFORMATION
A. Confidential and Proprietary Information. The parties hereto agree and acknowledge that the following information and materials in written, oral, electronic, magnetic, photographic or any other form, are the confidential and/or proprietary information of the Company (“Confidential Information”):
| 1. | All nonpublic information, in any form, related to the current and/or prospective businesses and/or activities of the Company, its subsidiaries, divisions and/or affiliates, which is utilized, developed or obtained by the Company, its subsidiaries, divisions and/or affiliates, and/or any of their employees, including but not limited to: research and development activities; products; acquisitions and potential acquisitions being analyzed; strategic analysis; Technology; strategy; organization; finances; software; technical and/or product matters; nonpublic pricing, including, but not limited to, proprietary pricing, and special pricing for individual customers, GPOs, IPNs and other organizations and buying groups; costing; nonpublic customer and supplier related information; nonpublic marketing and sales information; business opportunities, potential and/or nonpublic acquisitions, joint-ventures, divestitures and reorganizations; credentials to Company accounts, including passwords to company websites and company-focused social media; organizational issues; legal matters; trade secrets, other intellectual property information and nonpublic applications; algorithms; inventions; manufacturing, production and operations processes and plans; business plans; analyses, forecasts and methodologies; projections; operational matters; digital analyses; internal reports and analyses concerning the Company’s business or an aspect thereof; internal reports concerning customers, suppliers, products, sales and/or potential or pending transactions; and other materials and information which the Company considers to be nonpublic, confidential or trade secret, and which are not excluded from this definition pursuant to paragraph 3 below. |
| 2. | Confidential Information shall also include a third party’s information received by the Company subject to an obligation or understanding of confidentiality, including, but not limited to, credit, financial and/or other information subject to confidentiality obligations under HIPAA. |
| 3. | Notwithstanding the foregoing, Confidential Information shall not include information which was generally known by, or readily available through proper means to, the general public or the trade, prior to Employee’s receipt, use or disclosure of it, but shall include the Company’s internal analysis and/or further development of such information. Notwithstanding any other provision of this Agreement, Employee may not disclose or utilize, and shall protect and keep confidential, any information that Employee released or releases to third parties or the public, in violation of Employee’s obligations by law or hereunder. |
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| 4. | As used herein, “Technology” shall mean any and all ideas, concepts, inventions, discoveries, developments, designs, derivatives, modifications, improvements, research information, works of authorship, methods, systems, processes, products, prototypes, apparatus, equipment, specifications, schematics, data, software (including, without limitation, both source code and object code), hardware, communications and networking systems, content, drawings, files, databases, code, graphics, formulae, algorithms, techniques, technology and know-how, whether or not patentable or copyrightable; and all copies and tangible embodiments of any of the foregoing, and all related notes, reports, summaries, memoranda and other documentation, in each case, in whatever form or medium |
B. Protection of Confidential and Proprietary Information. Employee agrees to take at least the steps described below to preserve the confidentiality of all Confidential Information. It is understood and agreed that Employee’s obligations under this Section III of this Agreement, and in connection with the steps described below, shall, subject to Section III (B) (4), below, survive and remain enforceable indefinitely, or as otherwise required or permitted by law, until the item of Confidential Information at issue, is no longer confidential or is otherwise no longer subject to protection under the terms hereof.
| 1. | Nondisclosure. Employee will not use, disclose or otherwise permit any person or entity access to any of the Confidential Information other than as required by the Company for its benefit. Employee shall not, under any circumstances, disclose, or make use of, any Confidential Information for Employee’s own purpose or benefit or for the benefit of any person or entity other than the Company. |
| 2. | No Copies. Employee shall not make any copies, abstracts or summaries of any Confidential Information, or any other Company-owned or controlled documents or information, or any duplicates of Company-owned or controlled electronic or other data storage media, which Employee may have in Employee’s possession or control, other than as required for the use and benefit of the Company. |
| 3. | Prevent Disclosure. Employee will take all reasonable precautions to prevent disclosure of any Confidential Information to persons or entities other than the Company. |
| 4. | Exceptions. Notwithstanding the foregoing, Employee shall not have liability to the Company hereunder with respect to use or disclosure of Confidential Information, provided that one of the following is established with respect to the information at issue: (a) the Confidential Information was disclosed or made public with prior written consent of the Company; (b) the Confidential Information was received by Employee after his employment with the Company ended, without any restriction or confidentiality obligation, from a source other than the Company, which source was in lawful possession of such Confidential Information, and was lawfully able to provide it without restriction or confidential obligation, and did provide it without any restriction or confidentiality obligation; or (c) Employee is compelled by a court of law, or pursuant to government process, to disclose such information. Further, notwithstanding the foregoing, Employee acknowledges that nothing herein prevents Employee from filing a charge or complaint with, or voluntarily participating in an investigation or proceeding conducted by, any government agency, self-regulatory body or law enforcement authority or from testifying truthfully in the course of any administrative, legal or arbitration proceeding. |
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C. Return of Confidential Information. Upon the request of the Company or, if no request is made, upon termination of Employee’s employment with the Company, Employee shall promptly return to the Company all Confidential Information and all originals and copies of all records, documents, drives, tapes, magnetic disks, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment and/or other media of any type or nature in Employee’s possession or control containing Confidential Information. Employee shall not retain any copies of, or access to, any Confidential Information. Employee shall not destroy Confidential Information in his possession, without the express authorization of the Company. Employee shall also disclose to Company all passwords and other information required to access Company information and/or materials.
D. Return of Company Property. Upon the request of the Company or, if no request is made, upon termination of Employee’s employment with the Company, Employee shall promptly return to the Company all Company property in Employee’s possession, including, but not limited to, Confidential Information, product samples, documents, manuals, catalogs, mobile phones, tablets, electronic media, access to media and laptops. Employee shall not destroy Company Property in his possession, without the express authorization of the Company.
E. Disclosure of Events Trade Secrets. Nothing in this Agreement prohibits or restricts Employee from reporting an event that Employee reasonably and in good faith believes is a violation of law to the relevant law-enforcement or regulatory agency (such as, without limitation, the Securities and Exchange Commission, Equal Employment Opportunity Commission, or Department of Labor), or from initiation communications with, cooperating in an investigation conducted by, responding to an inquiry from, or providing testimony before, such an agency, or making disclosures to such an agency. Nothing in this Agreement prohibits Employee from participating in activity protected under Section 7 of the National Labor Relations Act, or protected under other applicable law, or restricts Employee’s legal rights to discuss the terms or conditions of Employee’s employment or prevents the Employee from disclosing or discussing any sexual assault or harassment. Employee is hereby provided notice that under the 2016 Defend Trade Secrets Act no individual will be held criminally or civilly liable under Federal or State trade secret law for the disclosure of a trade secret (as defined in the Economic Espionage Act) if the disclosure is: (i) made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and made solely for the purpose of reporting or investigating a suspected violation of law; or (ii) made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public. An individual who pursues a lawsuit for alleged retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to an attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by law or court order. In order for a disclosure to be permitted and protected under this provision, it must be made in strict accordance with limitations under law, as described above.
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III. ASSIGNMENT OF INVENTIONS
A. Definitions. The following terms shall be defined as provided below for purposes of Section III of this Agreement.
| 1. | “Work Product” shall mean all Technology and Confidential Information, as defined in Section II of this Agreement, and other information which relate to known, proposed or reasonably anticipated business pursuits of the Company and/or its affiliates. |
| 2. | “Prior Work Product” shall mean all Work Product that was conceived in whole or in part by Employee prior to Employee’s employment with the Company to which Employee has any right, title or interest, and which relate to the Company’s proposed business, products, or research and development. |
| 3. | “Company Work Product” shall mean Work Product that Employee may solely or jointly conceive of, create, develop or reduce to practice, or cause to be conceived of, developed or reduced to practice within the scope of Employee’s employment by the Company (whether or not during business hours) with the aid, assistance or use of the property, equipment, facilities, resources, Confidential Information, trade secrets or other intellectual property of the Company and/or its affiliates, or related to the current or anticipated business, research or development of the Company or its affiliates. |
| 4. | “Intellectual Property Rights” means all intellectual property rights throughout the world, including, without limitation, (i) all rights relating to the protection of inventions, including patents, patent applications and invention disclosures; (ii) all rights in works of authorship, copyrightable works, registered and unregistered copyrights, all rights to databases and data collections, and registrations and applications for registration thereof; (iii) all rights in mask works and registrations and applications for registration thereof; (iv) all rights in registered and unregistered trademarks, service marks, trade names, corporate names, logos, trade dress, designs, packaging, Internet domain names, and registrations and applications for registration thereof, together with all goodwill associated therewith; (v) all rights relating to the protection of computer software (including, without limitation, both source code and object code); (vi) all rights relating to the ownership and/or protection of trade secrets, know-how and proprietary information; (vii) all moral and economic rights of authors and inventors, however denominated, throughout the world; (viii) all copies and tangible embodiments of any of the foregoing in whatever form or medium; (ix) all rights to obtain renewals, reissues, reexaminations, continuations, continuations-in-part, divisions or other extensions of legal protections pertaining thereto; (x) all claims or causes of action arising out of or related to any infringement or misappropriation of any of the foregoing; and (xi) any right analogous to those set forth in this Section III. |
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B. Rights Retained by Employee. Employee shall attach to this Agreement at the time of execution as Appendix A, a list describing all Prior Work Product; or, if no such list is attached, Employee represents and warrants that there is no such Prior Work Product. Employee represents and warrants that the inclusion of any Prior Work Product on Appendix A of this Agreement will not affect Employee’s ability to perform all obligations under this Agreement.
C. Company Rights.
| 1. | All right, title and interest in any Company Work Product is the exclusive property of the Company and/or its affiliates, and Employee shall use such Company Work Product only for the benefit of the Company and/or its affiliates. Employee hereby acknowledges and agrees that to the fullest extent permitted by law, all Company Work Product shall be deemed to be “Work Made for Hire” (as that term is defined in the U.S. Copyright Act), and all rights thereto shall be owned solely and exclusively by the Company in perpetuity. In the event that any portion or aspect of any Company Work Product otherwise does not qualify for or is deemed not to be Work Made for Hire, Employee hereby irrevocably transfers and assigns to Company, without any further compensation, all of Employee’s right, title and interest, throughout the world, in and to such Company Work Product, including without limitation, all Intellectual Property Rights, and hereby waives any so-called “moral rights” with respect to such Company Work Product. At the request of the Company, Employee will execute any documents and take any actions that may be needed to effect and confirm such transfer and assignment and waiver. |
| 2. | If, in the course of Employee’s employment with the Company, Employee incorporates into or uses in connection with any Company Work Product any Prior Work Product, Employee hereby grants to the Company a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, worldwide license, with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, and sell such Prior Work Product as part of or in connection with such product, process, service, technology or other work and to practice any method related thereto. |
| 3. | Employee agrees promptly to disclose to the Company, or any designee, all Company Work Product which are or may be subject to the provisions of this Section C. |
D. Maintenance of Records. Employee agrees to keep and maintain adequate, current, accurate, and authentic written records of all Work Product made by Employee (solely or jointly with others) during the term of Employee’s employment with the Company. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that may be specified by the Company. The records are and will be available to and remain the sole property of the Company at all times.
E. Obtaining and Enforcing Proprietary Rights. Employee agrees to assist the Company, or its designee, at the Company’s expense, in every proper way to secure the rights of the Company and/or its affiliates in the Company Work Product and any rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem proper or necessary in order to apply for, register, obtain, maintain, defend, and enforce such rights and in order to assign and convey to the
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Company, its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such Company Work Product and any rights relating thereto, and testifying in a suit or other proceeding relating to such Company Work Product and any rights relating thereto. Employee further agrees that Employee’s obligation to execute or cause to be executed, when it is in Employee’s power to do so, any such instrument or papers shall continue after the termination of this Agreement. If the Company is unable because of Employee’s mental or physical incapacity or for any other reason to secure Employee’s signature with respect to any Work Product including, without limitation, to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering such Work Product, then Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Employee’s agents and attorneys in fact, whose power is coupled with an interest, to act for and in Employee’s behalf and stead to execute and file any papers, oaths and to do all other lawfully permitted acts with respect to such Company Work Product with the same legal force and effect as if executed or done by Employee.
IV. GENERAL PROVISIONS
A. Actions.
| 1. | Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, both as to interpretation and performance, but without regard to the conflicts of law provisions thereof. |
| 2. | Jurisdiction and Venue. The Company and Employee acknowledge and agree to the exclusive jurisdiction of, and venue in, the State and federal courts, sitting in the State of New York, for any action arising out of or related to the interpretation and/or enforcement of this Agreement. Neither party shall object to nor seek to change, venue or jurisdiction in any action filed or pursued in accordance with the foregoing. |
| 3. | Remedies. |
| (a) | Accounting for Profits. Employee covenants and agrees that in the event Employee violates any of Employee’s restrictions or obligations under this Agreement, the Company shall be entitled, to the greatest extent permitted by law, to an accounting and repayment of all profits, compensation, commissions, remuneration and other benefits which Employee directly or indirectly receives and/or is entitled to receive, as a result of, or growing out of, the violation of any restrictions or obligation under this Agreement. Employee and the Company acknowledge and agree that such remedy shall be in addition to and not in limitation of any injunctive relief, damages, and any other rights or remedies to which the Company is or may be entitled at law, in equity or under this Agreement. |
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| (b) | Entitlement to Equitable Relief. The Company and Employee acknowledge and agree that the breach by Employee of any restriction or obligation under this Agreement will cause the Company substantial, immediate and irreparable harm, and that the full extent of damages caused by any violation of this Agreement would be impossible to ascertain, and that there is no adequate remedy at law in the event of such breach. Accordingly, the Company and Employee hereby agree that the Company shall be entitled to injunctive relief, without posting bond, by bringing an appropriate action for such remedy, and that this remedy is without prejudice to the other rights the Company has, in law or equity or under this Agreement, including, without limitation, its claim for damages for the breach of this Agreement. In connection with any application for injunctive relief hereunder, to the greatest extent permitted by law, any alleged offset or counterclaim that the Employee may claim or assert, shall not be a basis to deny injunctive relief to Company, but may be addressed in the underlying action. |
B. Non-Waiver. No failure to exercise, delay in exercising or single or partial exercise of any right, power or remedy by either party under this Agreement shall constitute a waiver thereof or shall preclude any other or further exercise of the same or any other right, power or remedy.
C. Applicability. Any change or changes in Employee’s title, duties, responsibilities, employment status, salary and/or compensation, shall not affect the validity or scope of this Agreement, and the provisions of this Agreement, including those of Sections I, II, III, and IV, will, to the greatest extent permitted by law, remain in full force and effect, regardless of such change or changes, and regardless of which party caused or instigated such change or changes.
D. No Modification of At-Will Employment. Employee is an at-will employee of the Company. Nothing in this Agreement shall be construed: (i) to give to Employee any right to employment for a specific period of time; or (ii) to limit or restrict the Company’s and Employee’s rights to terminate such employment with the Company, or (iii) to otherwise alter or modify the at-will nature of Employee’s employment with the Company.
E. Fees. To the greatest extent permitted by law, Employee shall pay the Company’s reasonable attorneys’ fees and costs incurred in seeking to enforce this Agreement.
F. Severability. This Agreement is severable. If one or more of the provisions of this Agreement are deemed void by law, then the remaining provisions shall continue in full force and effect. The parties agree that a court considering this Agreement may modify any unenforceable term hereof to render this Agreement lawful and enforceable, and to effectuate, to the fullest extent permitted by law, the Parties’ intent as set forth herein. Further, this provision shall be construed and interpreted in a manner consistent with Section I(F) of this Agreement.
G. Successors and Assigns. This Agreement may not be assigned by Employee without the Company’s prior written consent, and any such attempted assignment shall be void. The Company may, without the consent of Employee, and in its sole discretion, assign this Agreement to another entity, or to a successor or affiliate, or as part of a transfer or sale of all or a portion of Company assets. The rights and covenants of this Agreement shall inure and extend to the Parties hereto, their respective heirs, personal representatives, successors and permitted assigns.
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H. Counsel. Employee has the right to consult with counsel prior to signing this Agreement. The parties acknowledge and agree that Employee has been so advised by the Company, and that Employee has had an opportunity to consult with counsel, and to review the terms and restrictions hereof with independent legal counsel of his choosing, and has made an independent and informed decision to enter into this Agreement, as reflected by his signature below.
I. Survival. The Parties acknowledge that the provisions of this Agreement require that Employee comply with restrictions and other provision(s) hereunder, after the end of Employee’s employment with the Company. Employee agrees to comply with such restrictions and other provisions, regardless of whether his employment has terminated, and regardless of which party instigated or caused such termination.
J. Counterparts. This Agreement may be executed in counterparts. All counterparts taken together shall constitute a single Agreement. A facsimile/photocopied signature shall have the same force and effect of an original signature.
K. Entire Agreement. Except as otherwise specifically provided herein, this Agreement sets forth the entire agreement and understanding between the Company and Employee relating to the matter set forth herein, and supersedes all prior understandings, negotiations and representations with respect to this Agreement and with respect to entering into this Agreement. Notwithstanding the foregoing and any other provisions hereof, this Agreement shall not supersede or in any way nullify or change any obligation that Employee has to protect the Company’s Confidential Information, or to refrain from competing with the Company, and/or from soliciting Company employees, vendors or customers, during or after Employee’s employment is terminated, and/or to assign intellectual property to the Company, which obligations are: (i) imposed by law or equity; or (ii) which are imposed by contract or other agreement that Employee has previously entered into or is entering into at this time, but rather, such obligations shall remain in full force and effect and are cumulative of the remedies set forth herein. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in a writing signed by the parties.
IN WITNESS WHEREOF, the Company and Employee have executed this Agreement effective as of the date first set forth above.
| HENRY SCHEIN, INC. | EMMANUEL CAPRAIS | |||||
| By: | /s/ Christine Z. Sheehy |
/s/ Emmanuel Caprais | ||||
| Name: Christine Z. Sheehy | Date: October 6, 2026 | |||||
| Title: Chief Human Resources Officer | ||||||
| Date: October 6, 2026 | ||||||
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Exhibit 99.1
Henry Schein Announces Chief Financial Officer Leadership Transition
| • | Emmanuel Caprais, former Senior Vice President and CFO of ITT, Inc., to become Henry Schein’s CFO effective November 4, 2026. Mr. Caprais will join the Company in an advisory capacity beginning October 12, 2026, to support a structured transition. |
| • | CFO Ronald N. South to transition to Senior Advisor role on November 4, 2026. |
Melville, N.Y. (USA) – October 8, 2026: Henry Schein, Inc. (Nasdaq: HSIC) announced today that Emmanuel Caprais, former Senior Vice President and Chief Financial Officer of ITT, Inc. (NYSE: ITT), has been named the Company’s Senior Vice President and Chief Financial Officer effective November 4, 2026. Mr. Caprais will join the Henry Schein Leadership Team (HSLT) and report to Frederick M. Lowery, Chief Executive Officer of Henry Schein. To support a structured transition, Mr. Caprais will initially serve as Senior Financial Advisor beginning on October 12, 2026. After 18 years with the Company, Ronald N. South, Senior Vice President, Chief Financial Officer, will transition into a senior advisory role, effective November 4, 2026.
“Emmanuel is a proven financial leader with deep experience in driving operational performance and profitable growth at global businesses,” said Mr. Lowery. “His ability to connect financial discipline with business execution will help us accelerate our value creation work and translate our opportunities into sustainable growth. I am pleased to welcome Emmanuel to Team Schein.”
Mr. Caprais brings more than 25 years of global leadership experience to Henry Schein, with a career spanning finance, operations, strategy, M&A, and investor relations. Most recently, from 2020 until May 2026, Mr. Caprais served as Chief Financial Officer of ITT, a global industrial manufacturer, where he led the company’s financial and capital allocation strategy, and helped oversee and support its growth initiatives. His career at ITT also included leading Financial Planning & Analysis and Investor Relations as well as serving as segment CFO across two of ITT’s operating businesses. Prior to joining ITT, Mr. Caprais held finance leadership roles at Magneti Marelli (now MARELLI) and, earlier, positions of increasing responsibility in finance at Valeo in North America and Europe. Mr. Caprais holds an MBA from Columbia Business School and an undergraduate business degree from ESC Pau in France.
“I am excited to join Henry Schein, a company with a storied legacy that plays a vital role in delivering healthcare around the world,” said Mr. Caprais. “Henry Schein has exciting opportunities to expand market leadership, deliver more for customers, and drive margin expansion, and I look forward to partnering with Fred, the Leadership Team, and Team Schein Members around the world to help the organization realize its full potential. I am also deeply grateful to Ron for his partnership in ensuring a successful transition.”
“The Board looks forward to working with Emmanuel as Henry Schein executes its strategy,” said William K. (“Dan”) Daniel, Chairman of the Board of Directors for Henry Schein. Commenting on Mr. South’s career with the Company, he said: “Ron has played instrumental roles at Henry Schein over nearly two decades, including the past four years as CFO, demonstrating authentic leadership and disciplined stewardship of our financial operations. His contributions have built a strong foundation for the future.”
“I am grateful for my time at Henry Schein and the opportunity to work alongside so many dedicated and talented Team Schein Members in fulfilling our mission to make the world healthier,” said Mr. South. “Together, we’ve accomplished a great deal, and I remain confident that Team Schein has the talent, capabilities, and commitment to continue moving the Company forward.”
In addition to today’s announcement, the Company anticipates the addition of two positions to the HSLT: a Chief Strategy and Transformation Officer and a new technology leadership position encompassing AI implementation, data, and broader technology needs.
About Henry Schein, Inc.
Henry Schein, Inc. (Nasdaq: HSIC) is a products, services, and technology platforms company for healthcare customers. With more than 25,000 Team Schein Members worldwide, the Company’s network of trusted advisors provides more than 1 million customers globally with more than 300 valued solutions that help improve operational success and clinical outcomes. Our Business, Clinical, Technology, and Supply Chain solutions help office-based dental and medical practitioners work more efficiently so they can provide quality care more effectively. These solutions also support dental laboratories, government and institutional healthcare clinics, as well as other alternate care sites.
Henry Schein operates through a centralized and automated distribution network, with a selection of more than 300,000 branded products and Henry Schein corporate brand products in our distribution centers.
A FORTUNE 500 Company and a member of the S&P 500® index, Henry Schein is headquartered in Melville, N.Y., and has operations or affiliates in 34 countries and territories. The Company’s sales reached $13.2 billion in 2025, and have grown at a compound annual rate of approximately 11.0 percent since Henry Schein became a public company in 1995.
For more information, visit Henry Schein at www.henryschein.com.
Media Contact
Tim Vassilakos
Vice President, Global Corporate Communications
timothy.vassilakos@henryschein.com
(516) 510-0926
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