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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant 
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under § 240.14a-12
DENTSPLY SIRONA Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


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NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
The 2024 Annual Meeting of Stockholders of DENTSPLY SIRONA Inc., a Delaware corporation (the “Company” or “Dentsply Sirona”), will be held:
Date:
Wednesday, May 22, 2024
Time:
8:00 a.m. Eastern Time
Virtual Meeting Location:
http://www.virtualshareholdermeeting.com/
XRAY2024
Record Date:
March 25, 2024
Items of Business
1.
to elect the ten (10) director nominees named in the Company’s proxy statement to serve until the next Annual Meeting of Stockholders or until their respective successors are elected and qualified;
2.
to ratify the appointment of the Company’s independent registered public accountants for 2024;
3.
to approve, on a non-binding advisory basis, the Company’s executive compensation for 2023;
4.
to approve the Company’s 2024 Omnibus Incentive Plan;
5.
to approve the Company’s Amended and Restated Employee Stock Purchase Plan; and
6.
to transact such other business as may properly come before the meeting.
Dear Stockholder:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders of DENTSPLY SIRONA Inc., a Delaware corporation (the “Company” or “Dentsply Sirona”), which will be held at 8:00 a.m. Eastern Time on Wednesday, May 22, 2024. This year’s meeting will be held virtually via live webcast. You will be able to attend and listen to the 2024 Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/XRAY2024. You will also be able to cast your vote electronically at the Annual Meeting. For more information on how to attend and vote your shares at our virtual meeting, please see the section entitled “ABOUT THE MEETING” in the Company’s accompanying proxy statement (the “Proxy Statement”).
We have decided to hold the Annual Meeting virtually again in 2024 and we believe that continuing to hold the Annual Meeting virtually allows us to improve stockholder accessibility, increase communications and reduce costs.
Only stockholders of record at the close of business on March 25, 2024 (the “Record Date”) are entitled to notice of, and to vote at, the meeting. At least ten days prior to the meeting, a complete list of stockholders entitled to vote will be available for inspection by any stockholder for any purpose germane to the meeting, during ordinary business hours, at the office of the Secretary of the Company at 13320 Ballantyne Corporate Place Charlotte, NC 28277.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on May 22, 2024:
On or about April 12, 2024, a Notice of Internet Availability of Proxy Materials and Notice of Annual Meeting of Stockholders (the “Notice”) is first being mailed to our stockholders of record as of the Record Date and our proxy materials are first being posted on the website referenced in the Notice (www.proxyvote.com).
Regardless of whether you expect to attend the meeting virtually, please vote in advance of the meeting by using one of the methods described in the Proxy Statement. As a stockholder of record, you may vote your shares (1) electronically at the meeting, (2) by telephone, (3) through the Internet, or (4) by completing and mailing a proxy card if you receive your proxy materials by mail. Specific instructions for voting by telephone or through the Internet are included in the Notice and in the Proxy Statement. If you virtually attend and vote at the meeting electronically, your vote at the meeting will replace any earlier vote you cast.

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By Order of the Board of Directors
Richard C. Rosenzweig
Executive Vice President, Corporate Development, General Counsel and Secretary
13320 Ballantyne Corporate Place
Charlotte, NC 28277
April 10, 2024
Even though you may plan to attend the meeting virtually, please vote by telephone or the Internet, or execute the enclosed proxy card and mail it promptly (if you receive your proxy materials by mail), in which case a return envelope that requires no postage if mailed in the United States is enclosed for your convenience. Telephone and Internet voting information are also provided on your proxy card. Should you attend the meeting virtually, you may revoke your proxy and vote at the virtual meeting.

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Forward-Looking Statements
This Proxy Statement contains statements that do not directly and exclusively relate to historical facts which constitute forward-looking statements. The Company’s forward-looking statements represent current expectations and beliefs and involve risks and uncertainties. Actual results may differ significantly from those projected or suggested in any forward-looking statements and no assurance can be given that the results described in such forward-looking statements will be achieved. Investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date they are made. The forward-looking statements are subject to numerous assumptions, risks and uncertainties and other factors that could cause actual results to differ materially from those described in such statements, many of which are outside of our control. The Company does not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Any number of factors could cause the Company’s actual results to differ materially from those contemplated by any forward-looking statements, including, but not limited to, the risks associated with the following: the Company’s ability to remain profitable in a very competitive marketplace, which depends upon the Company’s ability to differentiate its products and services from those of competitors; the Company’s failure to realize assumptions and projections, which may result in the need to record additional impairment charges; the effect of changes to the Company’s distribution channels for its products and the failure of significant distributors of the Company to effectively manage their inventories; the Company’s ability to control costs and failure to realize expected benefits of cost reduction and restructuring efforts and the Company’s failure to anticipate and appropriately adapt to changes or trends within the rapidly changing dental industry. Furthermore, many of these risks and uncertainties are currently amplified by and may continue to be amplified by or may, in the future, be amplified by, macroeconomic conditions, such as recession risks, continued elevated levels of inflation and higher interest rates, that affect our customers, employees, vendors and the economies and communities where they operate. Investors should carefully consider these and other relevant factors, including those risk factors in Part I, Item 1A, (“Risk Factors”) in the Company’s most recent Form 10-K, including any amendments thereto, and any updating information which may be contained in the Company’s other filings with the Securities and Exchange Commission (“SEC”), when reviewing any forward-looking statement. The Company notes these factors for investors as permitted under the Private Securities Litigation Reform Act of 1995. Investors should understand it is impossible to predict or identify all such factors or risks. As such, you should not consider either the foregoing lists, or the risks identified in the Company’s SEC filings, to be a complete discussion of all potential risks or uncertainties.
Nothing on our website, including our Sustainability Report, or on the other websites referenced throughout this document shall be deemed incorporated by reference into this Proxy Statement.
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2024 ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT
PROXY STATEMENT
This Proxy Statement is being provided to stockholders in connection with the solicitation of proxies by the Board of Directors (the “Board”) of DENTSPLY SIRONA Inc. (“Dentsply Sirona,” the “Company,” “we,” “us” or “our”) to be voted at our 2024 Annual Meeting of Stockholders (the “Annual Meeting”). On or about April 12, 2024, a Notice of Internet Availability of Proxy Materials and Notice of Annual Meeting of Stockholders (the “Notice”) is first being mailed to our stockholders of record as of March 25, 2024, the Record Date, and our notice of annual meeting, proxy materials, and 2023 Annual Report are first being posted on the website referenced in the Notice (www.proxyvote.com). All website addresses given in this document are for informational purposes only and are not intended to be an active link or to incorporate any website information into this document.
Stockholders as of the Record Date are invited to attend our Annual Meeting virtually, which will take place on Wednesday, May 22, 2024, beginning at 8:00 a.m., Eastern Time. This year’s meeting will be held virtually via live webcast. You will be able to attend and listen to the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/XRAY2024. You will also be able to cast your vote electronically at the Annual Meeting.
To participate in the Annual Meeting, visit http://www.virtualshareholdermeeting.com/XRAY2024. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call technical support at: 1-800-690-6903
Whether or not you are able to attend the Annual Meeting, you are urged to vote your proxy, either by mail (if you receive your proxy materials by mail), telephone or the Internet. Specific instructions for voting by telephone or through the Internet are included in the Notice and in this Proxy Statement. If you attend and vote at the meeting, your vote at the meeting will replace any earlier vote you cast. Proxies may also be voted at any adjournment or postponement of the Annual Meeting.
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2024 PROXY SUMMARY
This summary highlights information contained in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should carefully read the entire Proxy Statement before voting.
ANNUAL MEETING OF STOCKHOLDERS
Time and Date:
8:00 a.m., Eastern Time, Wednesday, May 22, 2024
Record Date:
March 25, 2024
Voting:
Stockholders as of the Record Date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on.
VOTING MATTERS AND BOARD RECOMMENDATIONS
Matter
Board
Recommendation
1.
Election of the ten director nominees named in this Proxy Statement
FOR EACH NOMINEE
2.
Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accountants for 2024
FOR
3.
Approval, on a non-binding advisory basis, of the Company’s executive compensation for 2023
FOR
4.
Approval of the 2024 Omnibus Incentive Plan
FOR
5.
Approval of the Amended and Restated Employee Stock Purchase Plan
FOR
PROPOSAL NO. 1: ELECTION OF DIRECTORS: BOARD NOMINEES
Name
Age
Director
Since
Committee Memberships
Other Current Public Company
Boards
Simon D. Campion
53
2022
None
None
Willie A. Deese
Independent
68
2011
Human Resources (Chair)
Public Service Enterprise Group, Inc.
Brian T. Gladden
Independent
59
2024
Audit and Finance
None
Betsy D. Holden
Independent
68
2018
Governance (Chair)
Human Resources
The Western Union Company
NNN REIT, Inc.
Kenvue Inc.
Clyde R. Hosein
Independent
64
2020
Audit and Finance
Science and Technology
Wolfspeed, Inc.
Credo Technology Group
Gregory T. Lucier
Independent
59
2019
Governance
Catalent, Inc.
Maravai LifeSciences Holdings, Inc.
Jonathan J. Mazelsky
Independent
63
2023
Human Resources
Science and Technology
IDEXX Laboratories, Inc.
Leslie F. Varon
Independent
67
2018
Audit and Finance (Chair)
Hamilton Lane Inc.
LAM Research Corporation
Janet S. Vergis
Independent
59
2019
Science and Technology (Chair) Human Resources
Church & Dwight Co., Inc.
Teva Pharmaceutical Industries Ltd.
Dorothea Wenzel
Independent
55
2022
Audit and Finance
H. Lundbeck A/S
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2024 PROXY SUMMARY
BOARD AGE AND TENURE


PROPOSAL NO. 2: NON-BINDING ADVISORY VOTE: INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
We are asking our stockholders to ratify on an advisory basis the Company’s selection of independent registered public accountants for 2024. Our Board recommends a vote FOR the ratification of the selection of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accountants for 2024.
PROPOSAL NO. 3: NON-BINDING ADVISORY VOTE: APPROVAL OF EXECUTIVE COMPENSATION FOR 2023
Our named executive officers (the “Named Executive Officers”) as of the end of 2023 were:
Simon D. Campion, President and Chief Executive Officer
Glenn G. Coleman, Executive Vice President, Chief Financial Officer
Richard C. Rosenzweig, Executive Vice President, Corporate Development, General Counsel and Secretary1
Andreas G. Frank, Executive Vice President, Chief Business Officer
Robert (Tony) A. Johnson, Senior Vice President, Chief Supply Chain Officer
1
Mr. Rosenzweig served as Senior Vice President, Corporate Development, General Counsel and Secretary until February 2024 at which time he assumed the title of Executive Vice President, Corporate Development, General Counsel and Secretary.
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2024 PROXY SUMMARY
We are asking our stockholders to approve on an advisory basis the Company’s executive compensation for 2023. Our Board recommends a FOR vote because we believe our compensation program aligns the interests of our Named Executive Officers with those of our stockholders and achieves our compensation objective of rewarding management based upon individual and Company performance and the creation of stockholder value over the long term. Although stockholder votes on executive compensation are non-binding, the Board and the Human Resources Committee consider the results when reviewing whether any changes should be made to our compensation program and policies.
PROPOSAL NO. 4: APPROVAL OF THE 2024 OMNIBUS INCENTIVE PLAN
We are asking our stockholders to approve the Company’s 2024 Omnibus Incentive Plan. Our Board recommends a vote FOR the approval of the 2024 Omnibus Incentive Plan.
PROPOSAL NO. 5: APPROVAL OF THE AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
We are asking our stockholders to approve the Company’s Amended and Restated Employee Stock Purchase Plan (the “ESPP”). The ESPP provides employees of the Company and its designated subsidiaries with the opportunity to purchase shares of the Company’s common stock through accumulated payroll deductions. The ESPP is also intended to encourage employees to remain in the employ of the Company or its designated subsidiaries and to provide them with an additional incentive to advance the best interests of the Company. Our Board recommends a vote FOR the approval of the Amended and Restated Employee Stock Purchase Plan.
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ABOUT THE MEETING
Q. Why Did I Receive this Proxy Statement?
Our Board is soliciting your proxy to vote at the meeting because you were a stockholder of our Company as of March 25, 2024, the Record Date, and are entitled to vote. This Proxy Statement summarizes the information you need to know in order to cast a vote at the meeting.
Q. What Am I Voting On?
You are voting on four items:
Proposal No. 1: Election of ten (10) director nominees named in this Proxy Statement (see page 10);
Proposal No. 2: Ratification of the appointment of Deloitte as our independent registered public accountants for 2024 (see page 92);
Proposal No. 3: Approval, on a non-binding advisory basis, of the Company’s executive compensation for 2023 (see page 95);
Proposal No. 4: Approval of the 2024 Omnibus Incentive Plan (see page 97); and
Proposal No. 5: Approval of the Amended and Restated Employee Stock Purchase Plan (see page 107).
Q. How Do I Vote?
Stockholders of record
If you are a stockholder of record, there are four ways to vote:

BY TELEPHONE
toll-free 1-800-690-6903*

BY INTERNET
www.proxyvote.com*

BY MAIL
completing and returning your proxy card

AT THE VIRTUAL MEETING
by electronic vote at the virtual meeting
*
The deadline to vote by telephone or Internet is 11:59 p.m. Eastern Time on May 21, 2024.
Street name holders
Shares of the Company’s common stock that are held in a brokerage account in the name of the broker or by a bank, trustee, or other nominee are held in “street name.” If your shares are held in street name, you should follow the voting instructions provided by your broker, bank, trustee, or other nominee. If you hold your shares in street name and wish to vote at the meeting electronically, you must first obtain a legal proxy issued in your name from your broker, bank, trustee or other nominee.
Q. What Are the Voting Recommendations of the Board of Directors?
Matter
Board
Recommendation
Election of the ten director nominees named in this Proxy Statement
FOR EACH NOMINEE
Ratification of the appointment of Deloitte as the Company’s independent registered public accountants for 2024
FOR
Approval, on a non-binding advisory basis, of the Company’s executive compensation for 2023
FOR
Approval of the 2024 Omnibus Incentive Plan
FOR
Approval of the Amended and Restated Employee Stock Purchase Plan
FOR
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ABOUT THE MEETING
If you return a properly executed proxy card without instructions, the persons named as proxy holders will vote your shares in accordance with the recommendations of our Board.
Q. Will Any Other Matters Be Voted On?
We do not know of any other matters that will be brought before the stockholders for a vote at the Annual Meeting. If any other matter is properly brought before the meeting, your signed or electronic proxy card gives authority to Simon D. Campion and Richard C. Rosenzweig, or either of them, to vote your shares at their discretion.
Q. Who Is Entitled to Vote at the Meeting?
Only stockholders of record at the close of business on the Record Date of March 25, 2024 are entitled to receive notice of and to participate virtually in the Annual Meeting. If you were a stockholder of record on that date, you will be entitled to vote all of the shares you held on that date at the meeting, or at any postponement or adjournment thereof.
Q. How Many Votes Do I Have?
You will have one vote for each share of our common stock you owned at the close of business on the Record Date.
Q. How Many Votes Can Be Cast by All Stockholders?
On the Record Date there were 207,626,646 outstanding shares of the Company’s common stock, each of which is entitled to one vote at the meeting. There is no cumulative voting.
Q. How Many Votes Must Be Present to Hold the Meeting?
The holders of a majority of the aggregate voting power of our common stock outstanding and entitled to vote on the Record Date, or approximately 103,813,323 votes, must be present virtually, or by proxy, at the meeting in order to constitute a quorum necessary to conduct the meeting.
If you vote or abstain on any matter, your shares will be part of the quorum. If you hold your shares in street name and do not provide voting instructions to your broker, bank, trustee or other nominee but your broker, bank, trustee or other nominee has, and exercises, its discretionary authority to vote on at least one matter to be voted on at the meeting, your shares will be counted in determining the quorum for all matters to be voted on at the meeting. Brokers have discretionary authority with respect to the ratification of the appointment of independent registered public accountants, but do not have discretionary authority with respect to the other proposals.
We urge you to vote by proxy even if you plan to attend the meeting virtually so that we will know as soon as possible that a quorum has been achieved.
Q. What Vote Is Required to Approve Each Proposal?
With respect to Item 1, the election of directors, the affirmative vote of a majority of the votes cast is required to elect a director in an uncontested election when a quorum is present. A “majority of the votes cast” means the number of votes cast “for” a director exceeds the number of votes cast “against” that director. “Votes cast” excludes abstentions and any broker non-votes. Accordingly, abstentions and broker non-votes will have no effect on the election of directors. Brokers do not have discretionary authority with respect to the election of directors. Under Delaware law, if an incumbent director-nominee is not elected at the meeting, the director will continue to serve on the Board as a “holdover director.” As required by our By-Laws, each director-nominee has submitted an irrevocable conditional letter of resignation that becomes effective if he or she is not elected by a majority of the votes cast by stockholders. If a director-nominee is not elected by a majority of the votes cast, the Corporate Governance and Nominating Committee will consider the director’s conditional resignation and recommend to the Board whether to accept or reject such resignation. The Board will decide whether to accept or reject the resignation and will publicly disclose its decision within 90 days after the date of the certification of the election results.
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ABOUT THE MEETING
With respect to Items 2, 3, 4 and 5, the affirmative vote of a majority of the votes cast is required for approval, assuming a quorum is present. With respect to Item 3, because your vote is advisory, it will not be binding upon the Board; however, the Human Resources Committee and the Board have in the past considered and will continue to consider the outcome of the vote when making decisions for future executive compensation arrangements.
Brokers have discretionary authority to vote with respect to the ratification of the appointment of independent registered public accountants. Brokers do not have discretionary authority to vote with respect to the other proposals. Abstentions and broker non-votes will therefore have no effect on Items 1, 3, 4 and 5.
Q. What is a Broker Non-Vote?
If you are a beneficial owner whose shares are held in “street name” (i.e., of record by a broker, bank, trustee, or other nominee), you must instruct the broker, bank, trustee or other nominee how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker, bank, trustee or other nominee does not have discretionary authority to vote. This is called a “broker non-vote.” In these cases, the nominee can register your shares as being present at the Annual Meeting for purposes of determining the presence of a quorum but will not be able to vote on those matters for which specific authorization is required. For the 2024 meeting, your broker does not have discretionary authority to vote on the election of directors, on the advisory vote to approve the Company’s executive compensation (or, “Say-on-Pay” vote), on the approval of the 2024 Omnibus Incentive Plan, or on the approval of the Amended and Restated Employee Stock Purchase Plan. Without instructions from you, a broker non-vote will occur and your shares will not be voted on these matters. Accordingly, it is particularly important that beneficial owners instruct their brokers how they wish to vote their shares.
Q. Can I Change My Vote or Revoke My Proxy?
Yes. You may change or revoke your proxy by sending in a new proxy card with a later date, casting a new vote by telephone or Internet (not later than the deadline of 11:59 p.m. Eastern Time on May 21, 2024), or sending a written notice of revocation to our Corporate Secretary at Dentsply Sirona’s Corporate Headquarters, 13320 Ballantyne Corporate Place, Charlotte, NC 28277. If you attend the meeting and wish to vote at the meeting, you may request that your previously submitted proxy be revoked and cast a vote at the meeting.
Q. What is the Deadline to Submit a Proposal pursuant to Rule 14a-8 for the 2024 Annual Meeting?
The Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders was released on April 10, 2024. Accordingly, stockholder proposals that are intended to be presented at the Company’s Annual Meeting to be held in 2025 must be received by the Company no later than December 11, 2024, and must otherwise comply with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in order to be included in the Proxy Statement and proxy relating to that meeting. See “Other Matters – Nominating Candidates for Election to the Board or Proposing Other Business to be Brought before the Annual Meeting” for more information regarding procedures for stockholders seeking to nominate persons for election to the Board, or to propose other business to be brought before an Annual Meeting of Stockholders outside of Rule 14a-8.
Q. Why Haven’t I Received a Printed Copy of the Proxy Statement or Annual Report?
We are taking advantage of SEC rules that allow companies to furnish proxy materials to stockholders via the Internet. This allows us to avoid printing and mailing proxy materials to stockholders who prefer to review the materials online. If you received a Notice of Internet Availability of Proxy Materials, or “Notice,” by mail, you will not receive a printed copy of the proxy materials, unless you submit a specific request.
The Notice instructs you on how to access and review all of the important information contained in the Proxy Statement and annual report as well as how to submit your proxy over the Internet. If you received the Notice and would still like to receive a printed copy of the proxy materials, you should follow the instructions for requesting these materials included in the Notice. We plan to mail the Notice to stockholders by April 12, 2024.
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ABOUT THE MEETING
Q. Who Can Attend the Annual Meeting Virtually?
Any Dentsply Sirona stockholder as of the close of business on the Record Date may attend the virtual meeting. To participate in the Annual Meeting, visit http://www.virtualshareholdermeeting.com/XRAY2024. You will need the 16-digit control number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. You may begin to log into the meeting platform beginning at 7:45 a.m. Eastern Time on May 22, 2024. The meeting will begin promptly at 8:00 a.m. Eastern Time on May 22, 2024.
If you hold your shares in street name and wish to attend and vote at the meeting virtually, please obtain instructions on how to attend and vote at the meeting virtually from your broker, bank, trustee or other nominee.
Q. How Will My Shares Be Voted if I Submit a Proxy Without Indicating My Vote?
If you submit a properly executed proxy without indicating your vote, your shares will be voted as follows:
Item No. 1: FOR each of the ten director nominees named in this Proxy Statement;
Item No. 2: FOR ratification of the appointment of Deloitte as our independent registered public accountants for 2024;
Item No. 3: FOR the approval, by non-binding advisory vote, of the Company’s executive compensation for 2023;
Item No. 4: FOR the approval of the 2024 Omnibus Incentive Plan; and
Item No. 5: FOR the approval of the Amended and Restated Employee Stock Purchase Plan.
Q. What if I participate in the DENTSPLY SIRONA Inc. 401(k) Savings and Employee Stock Ownership Plan (“ESOP”)?
If you participate in a Company stock fund under the ESOP and had shares of the Company’s common stock associated with your account on the record, you will receive an electronic notice unless you opted to receive paper copies of the proxy materials. The electronic notice will contain voting instructions for all shares registered in the same name, whether inside or outside of the ESOP. If your accounts inside and outside of the ESOP are not registered in the same name, you will receive a separate electronic notice for the shares associated with your ESOP account.
Shares of common stock in the ESOP will be voted by T. Rowe Price Retirement Plan Services, Inc., as trustee of the ESOP. ESOP participants in a Company stock fund should submit their voting instructions to T. Rowe Price by using the toll-free telephone number or indicating their instructions over the Internet, in each case pursuant to the instructions in the notice provided by T. Rowe Price, or by submitting an executed proxy card. Voting instructions regarding ESOP shares must be received by 11:59 p.m. Eastern Time on Friday, May 17, 2024, and all telephone and Internet voting facilities for plan shares will close at that time. You can revoke your voting instructions for shares held in our ESOP prior to such time by timely delivery of a properly executed, later-dated voting instruction card (or an Internet or telephone vote), or by delivering a written revocation of your voting instructions to T. Rowe Price.
All voting instructions from ESOP participants will be kept confidential. If you do not timely submit voting instructions, the shares allocated to you, together with unallocated shares, will be voted in accordance with the instructions of the Company.
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PROXY ITEM NO. 1:
ELECTION OF DIRECTORS
The current term of office of all of our directors expires at the meeting or when their successors are duly elected and qualified. The Corporate Governance and Nominating Committee recommended and our Board has nominated ten directors to be elected to serve until the next annual meeting of stockholders or until their successors are duly elected and qualified. On February 27, 2024, Eric K. Brandt, who has served on our Board with distinction since 2004, informed the Board of his intent to retire from the Board upon the expiration of his current term and that he therefore will not stand for election to the Board at the 2024 Annual Meeting of Stockholders. Accordingly, Mr. Brandt will no longer be serving on our Board following the Annual Meeting of Stockholders on May 22, 2024. The Company is grateful for the many years of service of Mr. Brandt.
All current directors of our Company who are nominees have agreed to serve if elected.
Included in each director nominee’s biography is a description of select key qualifications and experience that led the Board to conclude that each nominee is qualified to serve as a member of the Board. All biographical information below is as of the Record Date.
Our Board has no reason to expect that any of the nominees will be unable to stand for election on the date of the meeting or will otherwise not serve. If a vacancy occurs among the original nominees prior to the meeting, the proxies may be voted for a substitute nominee named by our Board as well as for the remaining nominees. Because this election is not a contested election, directors are elected by a majority of the votes cast when a quorum is present. A “majority of the votes cast” means that the number of votes cast “for” a director exceeds the number of votes cast “against” that director. “Votes cast” excludes abstentions and any broker non-votes.
Our Board has determined that, in its judgment, with the exception of Simon D. Campion, our current President and Chief Executive Officer, all of the current members of, and nominees for, our Board are independent, as defined by the listing standards of The Nasdaq Global Select Market, as of the date of this Proxy Statement.
For a full discussion on the criteria and process for the nomination of directors, see “Selection of Nominees for the Board of Directors” on page 31.
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PROXY ITEM NO. 1: ELECTION OF DIRECTORS
Board Diversity, Tenure and Independence
Our Corporate Governance Guidelines/Policies provide that the Corporate Governance and Nominating Committee will recommend candidates for our Board who possess the highest personal and professional ethics, integrity and values, and who are committed to representing the long-term interests of stockholders. The Board believes that having directors of diverse race, ethnicity, global perspectives and gender, along with varied skills and experiences, contributes to a balanced and effective Board. The Company’s Corporate Governance Guidelines/Policies further emphasize our policy of inclusiveness and ensure that the Corporate Governance and Nominating Committee, in performing its responsibilities to review director candidates and recommend candidates to the Board for election, ensures that candidates with a diversity of race, ethnicity and gender, as well as global perspectives, are included in each pool of candidates from which Board nominees are chosen and actively considers for selection as directors persons who meet such criteria. Additionally, the Corporate Governance and Nominating Committee seeks to ensure periodic Board refreshment by maintaining an appropriate mix of short, medium and long tenured Directors.

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PROXY ITEM NO. 1: ELECTION OF DIRECTORS
Board Diversity Matrix (as of December 31, 2023)
Total Number of Director Nominees
11
Female
Male
Non-Binary
Did Not
Disclose
Part I: Gender Identity
4
7
0
0
Part II: Other Demographic Information
African American or Black
0
1
0
0
Alaskan Native or Native American
0
0
0
0
Asian
0
1
0
0
Hispanic or Latinx
0
0
0
0
Native Hawaiian or Pacific Islander
0
0
0
0
White
4
5
0
0
Two or More Races or Ethnicities
0
0
0
0
LGBTQ+
0
0
0
0
Did Not Disclose Demographic Background
0
To see the Company’s Fiscal Year 2022 Board Diversity Matrix, please see the proxy statement filed with the SEC on April 14, 2023.
Director Biographies
Set forth below are the biographies of our Director nominees up for election or re-election at our Annual Meeting.
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PROXY ITEM NO. 1: ELECTION OF DIRECTORS
Gregory T. Lucier
 

Director since 2019
(Non-Executive Chairman since
January 1, 2024)
Independent
Age: 59
Board Committees:
• Corporate Governance and Nominating Committee
Other Public Company Boards:
• Catalent, Inc.
• Maravai LifeSciences Holdings, Inc.
Mr. Lucier was appointed Non-Executive Chairman of the Dentsply Sirona Board of Directors and as a member of the Corporate Governance and Nominating Committee effective January 1, 2024. Mr. Lucier has served as the Chief Executive Officer of Corza Health, a life sciences company, since 2018 and is an over 35 year veteran of the healthcare industry. Prior to Corza Health, Mr. Lucier was Chairman and Chief Executive Officer of NuVasive, a global technology leader in minimally invasive spine and orthopedic surgery, from 2015 to 2018. Prior to NuVasive, from 2003 to 2014, Mr. Lucier served as Chairman and CEO of Life Technologies. Mr. Lucier’s early career included roles as a corporate officer of General Electric Company and as an executive at GE Medical Systems Information Technologies. He is a member of the Board of Directors of Catalent, Inc. and Maravai Lifesciences Holdings, Inc. Mr. Lucier holds a Bachelor’s in Industrial Engineering from Pennsylvania State University and a Master’s in Business Administration from Harvard Business School.
Selected Key Qualifications and
Experience:
 
Large Company Experience as Executive and as a Board Member
Mr. Lucier has significant business experience, including leadership roles as an executive and board member of public companies.
Medical Device or Industry Experience
Mr. Lucier has held numerous leadership roles, including as Chief Executive Officer and Chairman, with a significant history of success for several medical device and life science businesses.
Business Development Experience
Mr. Lucier’s executive leadership positions and tenure on various boards have given him general business skills, expertise and experience including in business development and corporate strategy development.
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PROXY ITEM NO. 1: ELECTION OF DIRECTORS
Simon D. Campion
 

Director since 2022
Age: 53
Simon D. Campion has served as our President and Chief Executive Officer and as a member of the Company’s Board of Directors since September 12, 2022. Prior to joining Dentsply Sirona, Mr. Campion served as the Executive Vice President and President of the Medical Segment of Becton, Dickinson and Company (“BD”), a position held beginning in July 2022. Prior to that, Mr. Campion served as the Executive Vice President and President of the Interventional segment for BD since September 2018 and, prior to that, he was president of the BD Surgery business unit, where he integrated legacy C. R. Bard, Inc. (“Bard”) and BD product platforms into an integrated surgery offering. Mr. Campion joined Bard in 2008 and held leadership roles in numerous Bard businesses in the U.S. and Internationally. Prior to Bard, he held marketing and R&D roles at Cook Medical and Boston Scientific. Mr. Campion holds a Ph.D. in Mechanical Engineering from the University of Limerick in Ireland and a Master of Business Administration from The Open University in the United Kingdom.
Selected Key Qualifications and
Experience:
 
Large Company Experience as Executive or Board Member
Also serving as the Chief Executive Officer of the Company, Mr. Campion possesses a wide range of business and development skills, with significant history of success in large companies.
Medical Device or Industry Experience
Mr. Campion has worked for over two decades in the global health care field, in various key and executive positions.
Capital Allocation/Deployment Experience
Mr. Campion has a deep understanding of growth and management of Company assets, and has a strong record of corporate success and development.
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PROXY ITEM NO. 1: ELECTION OF DIRECTORS
Willie A. Deese
 

Director since 2011
Independent
Age: 68
Board Committees:
• Human Resources Committee (Chair)
Other Public Company Boards:
• Public Service Enterprise Group, Inc.
Mr. Deese retired from Merck & Co., Inc., a global pharmaceutical company, on June 1, 2016 after serving as Executive Vice President since 2008 and President of the Merck Manufacturing Division since 2005. He was also a member of Merck’s Executive Committee. Mr. Deese originally joined Merck in 2004 as the company’s Senior Vice President of Global Procurement. Prior to joining Merck, Mr. Deese served as Senior Vice President of Global Procurement and Logistics at GlaxoSmithKline and as Senior Vice President of Procurement at SmithKlineBeecham. He serves on the Board of Directors of the Public Service Enterprise Group, Inc. as Chair of its Corporate Governance Committee, a member of its Compensation Committee and as a member of its Audit Committee. Previously, Mr. Deese served as a member of the Board of Trustees of North Carolina A&T State University from 2007 to 2015, as the Chair of the Board of Trustees of North Carolina A&T State University from 2011 to 2013, on the Board of Directors for CDK Global Inc. as Chair of its Compensation Committee, and on the Board of Directors of G1 Therapeutics, Inc. as a member of its Audit Committee.
Selected Key Qualifications and Experience:
 
Large Company Experience as Executive or Board Member
Mr. Deese has significant business experience, including leadership roles as an executive and board member of public companies.
Medical Device or Industry Experience
Mr. Deese’s leadership roles have included executive positions in companies involved with regulated medical products.
Manufacturing Experience
In his role as Executive Vice President and President of the Merck Manufacturing Division, Mr. Deese was responsible for the company’s global manufacturing, procurement, and distribution and logistics functions.
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PROXY ITEM NO. 1: ELECTION OF DIRECTORS
Brian T. Gladden
 

Director since 2024
Independent
Age: 59
Board Committees:
• Audit and Finance Committee
Mr. Gladden is a seasoned executive with over 35 years of success in organizational development, business transformation, and setting strategic visions. He is currently the Chief Administrative and Chief Financial Officer of Zelis Healthcare Inc., a privately-held healthcare technology company. As a CFO, Mr. Gladden has led all aspects of the finance function, M&A, information technology, security, facilities, and corporate strategy. Before joining Zelis, Mr. Gladden was an Operating Partner with Bain Capital’s North American Private Equity team, where he worked to create equity value across the company’s portfolio of investments. Prior to Bain Capital, Mr. Gladden was CFO at public companies Mondelēz International and Dell Technologies. He began his career at General Electric, serving for nearly two decades in various senior finance and general management positions, including as President and CEO of GE Plastics and divisional CFO roles in the Plastics and Healthcare businesses. Mr. Gladden currently serves as the Chair of the Myasthenia Gravis Foundation of America and as a member of the Advisory Councils for both the Lombardo College of Business at Millersville University and the McCombs School of Business at the University of Texas – Austin. He has a Bachelor of Science in Business Administration and Finance from Millersville University.
Selected Key Qualifications and Experience:
 
Large Company Experience as Executive or Board Member
Mr. Gladden has significant business experience, including leadership roles as an executive.
Capital Allocation/Deployment Experience
Mr. Gladden has actively participated in decisions concerning investing and capital allocation in his prior and current roles.
Business Development Experience
Mr. Gladden’s has significant experience with complex transactions, both as a former executive of large companies and in his current role.
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PROXY ITEM NO. 1: ELECTION OF DIRECTORS
Betsy D. Holden
 

Director since 2018
Independent
Age: 68
Board Committees:
• Corporate Governance and Nominating Committee (Chair)
• Human Resources Committee
Other Public Company Boards:
• NNN REIT, Inc.
• The Western Union Company
• Kenvue Inc.
Ms. Holden served as a Senior Advisor to McKinsey & Company, a global management consulting company, from April 2007 to December 2020 leading strategy, marketing, and board effectiveness initiatives for clients in consumer goods, pharma, medical products, and financial services. Prior to that, Ms. Holden spent 25 years in marketing and line positions in consumer goods. From 2001-2003, she was Co-Chief Executive Officer of Kraft Foods and from 2000-2003, she was Chief Executive Officer of Kraft Foods North America. Additional positions at Kraft included President, Global Marketing and Category Development and Executive Vice President, with oversight of operations, IT, procurement, research and development, and marketing services, as well as multiple business unit President and line management assignments. Under her leadership, Kraft was a food industry leader in sales force excellence, new product successes, marketing, and digital innovation. While at Kraft, Ms. Holden led the successful acquisition and integration of Nabisco Group Holdings and the subsequent initial public offering of the company. Ms. Holden was selected as a 2015 NACD Directorship 100 honoree and was inducted into the Chicago Business Hall of Fame in 2016. Ms. Holden serves on the Food Chain Advisory Board and several portfolio company boards for Paine Schwartz Partners, a private equity firm focused on sustainable agriculture and food products. She serves on the Global Advisory Board of Northwestern University’s Kellogg School of Management. She also serves on the Board of Directors for Western Union as the Chair of the Corporate Governance, ESG, and Public Policy Committee and a member of the Compensation and Benefits Committee. In addition, she serves on the Board of Directors of NNN REIT, as the Chair of its Compensation Committee and a member of its Audit Committee; and Ms. Holden also serves on the Board of Directors of Kenvue, Inc. as Chair of the Compensation and Human Capital Committee. She is the President of the Off the Street Club Board. Ms. Holden is Trustee Emeritus of Duke University where she served on the Board from 2011-2023 and the Executive Committee from 2015-2023. Ms. Holden has served on ten boards over the last 25 years including Diageo plc, Catamaran Corporation, and Time, Inc.
Selected Key Qualifications and Experience:
 
Large Company Experience as Executive and Board Member
Ms. Holden has served as Chief Executive Officer of a large public company and as a board member and consultant to multiple large, international, public companies.
Experience in Marketing/Sales
Ms. Holden has held numerous leadership roles in marketing and product management, both as an executive and in her role as a consultant, successfully implementing growth strategies, novel ideas and marketing plans to win in competitive industries.
Business Development Experience (including M&A)
Ms. Holden has extensive experience guiding companies through complex mergers, acquisitions and divestitures, ensuring strategic alignment and financial success.
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PROXY ITEM NO. 1: ELECTION OF DIRECTORS
Clyde R. Hosein
 

Director since 2020
Independent
Age: 64
Board Committees:
• Audit and Finance
Committee
• Science and Technology Committee
Other Public Company Boards:
• Wolfspeed, Inc.
• Credo Technology Group
Mr. Hosein most recently served as Chief Financial Officer of AliveCor Inc., a medical device and AI company producing ECG hardware and software for consumer mobile devices, from March 2021 to April 2023. Prior to AliveCor, Mr. Hosein served as Chief Financial Officer of Automation Anywhere, Inc., an enterprise software provider of robotic process automation, from December 2017 to March 2021. From August 2013 to May 2017, he served as Executive Vice President and Chief Financial Officer of RingCentral, Inc., a publicly traded provider of software-as-a-service cloud-based business communications solutions. Prior to this, Mr. Hosein served from June 2008 to October 2012 as Chief Financial Officer of Marvell Technology Group Ltd., a publicly traded semiconductor provider of high-performance analog, mixed-signal, digital signal processing and embedded microprocessor integrated circuits, and he also served as its Interim Chief Operating Officer and Secretary from October 2008 to March 2010. From 2003 to 2008, he served as Vice President and Chief Financial Officer of Integrated Device Technology, Inc., a provider of mixed-signal semiconductor solutions. From 2001 to 2003, he served as Senior Vice President, Finance and Administration and Chief Financial Officer of Advanced Interconnect Technologies, a semiconductor assembly and test company. He has also held other senior level financial positions, including the role of Chief Financial Officer at Candescent Technologies, a developer of flat panel display technology. Early in his career he spent 14 years in financial and engineering roles at IBM Corporation. Mr. Hosein has been a member of the Board of Directors of Wolfspeed, Inc. (formerly Cree, Inc.) since December 2005 and a member of the Board of Directors of Credo Technology Group since April 2024.
Selected Key Qualifications and Experience:
 
Large Company Experience as Executive or Board Member
Mr. Hosein has significant business experience, including leadership roles as an executive and board member of an international public company.
Understanding and Previous Work with Information Technology
Mr. Hosein has extensive business experience with information technology and management within large global organizations.
Financial Literacy
In his various leadership roles, Mr. Hosein obtained extensive knowledge of accounting and financial matters.
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PROXY ITEM NO. 1: ELECTION OF DIRECTORS
Jonathan J. Mazelsky
 

Director since 2023
Independent
Age: 63
Board Committees:
• Human Resources Committee
• Science and Technology Committee
Other Public Company Boards:
• IDEXX Laboratories, Inc.
Mr. Mazelsky has served as President and CEO of IDEXX Laboratories, Inc. since October 2019. Prior to that, Mr. Mazelsky served as Interim President and CEO of IDEXX from June 2019 to October 2019, and he was an Executive Vice President responsible for IDEXX’s North American Companion Animal Group Commercial Organization and key elements of the innovation portfolio, including IDEXX VetLab® in-house diagnostics, Diagnostic Imaging, Veterinary Software and Services, and the Rapid Assay and Telemedicine lines of business, from August 2012 to June 2019. Before joining IDEXX, Mr. Mazelsky was a Senior Vice President and General Manager from 2010 to 2012 of Computed Tomography, Nuclear Medicine and Radiation Therapy Planning at Philips Healthcare, a subsidiary of Royal Philips Electronics (now named Royal Philips). Previously he held a series of other leadership roles with increasing responsibilities during his tenure at Philips beginning in 2001. Prior to joining Philips, Mr. Mazelsky was at Agilent Technologies, where he was an Executive in Charge from 2000 to 2002, leading the integration of Agilent’s Healthcare Group into Philips. He also served as a General Manager of the Medical Consumables Business Unit at Agilent Technologies from 1997 to 2000. From 1988 to 1996, Mr. Mazelsky held a number of roles at Hewlett Packard in finance, marketing and business planning. Mr. Mazelsky holds an undergraduate degree in Mathematics from the University of Rochester and an MBA from the University of Chicago.
Selected Key Qualifications and Experience:
 
Large Company Experience as an Executive
Mr. Mazelsky has an extensive history of successfully leading large global companies and businesses throughout his career.
Medical Device or Industry Experience
Mr. Mazelsky has several decades of experience leading global enterprises in healthcare markets.
International Business Experience
Mr. Mazelsky’s tenure in international business leadership positions provides significant experience and expertise to the Board of Directors.
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PROXY ITEM NO. 1: ELECTION OF DIRECTORS
Leslie F. Varon
 

Director since 2018
Independent
Age: 67
Board Committees:
• Audit and Finance
Committee (Chair)
Other Public Company Boards:
• Hamilton Lane Inc.
• LAM Research Corporation
Ms. Varon served as Chief Financial Officer of Xerox Corporation, a document solutions company, from November 2015 through December 2016, during which time she led the restructuring of the $18 billion business process services, printing equipment, software and solutions company, including the successful spin-off of its $7 billion services business. After that transaction, she became Special Advisor to the new Xerox Chief Executive Officer until March 2017 when she retired from the company. Prior to becoming Chief Financial Officer at Xerox, she was briefly VP Investor Relations from March 2015 through October 2015. Previously she served Xerox as VP Finance & Corporate Controller from July 2006 to February 2015, where she oversaw global financial operating executives and had responsibility for corporate financial planning and analysis, accounting, internal audit, risk management, global real estate and worldwide shared services centers. Earlier in her career, Ms. Varon was Vice President Finance & Operations support for Xerox’s North American business, Vice President Xerox Investor Relations and Corporate Secretary and Director of Corporate Audit. From 2006 to 2017 she served on the board of Xerox International Partners, a joint venture between Xerox Corporation and Fuji Xerox Corporation, representing Xerox Corporation’s ownership stake. Ms. Varon serves on the Board of Directors for Hamilton Lane Inc. and LAM Research Corporation.
Selected Key Qualifications and Experience:
 
Large Company Experience as Executive or Board Member
Ms. Varon has significant business experience, including leadership roles as an executive.
Capital Allocation/Deployment Experience
Ms. Varon has a substantial record of financial experience and proper maintenance of a large corporation, including as a Chief Financial Officer.
Business Development Experience
Ms. Varon has an extensive history working with large transactions and business transformation in a public company, and has a deep understanding of business deals and growth.
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PROXY ITEM NO. 1: ELECTION OF DIRECTORS
Janet S. Vergis
 

Director since 2019
Independent
Age: 59
Board Committees:
• Science and Technology Committee (Chair)
• Human Resources Committee
Other Public Company Boards:
• Church & Dwight Co., Inc.
• Teva Pharmaceuticals Industries Ltd.
Ms. Vergis has over 35 years of experience in the healthcare industry and recently served as an executive advisor to private equity firms from 2013 to 2019. Prior to her advisory role she was the Chief Executive Officer of OraPharma,lnc., a privately held, specialty pharmaceutical company focusing on oral health. In that role she led the turnaround of the business and its subsequent successful sale. Preceding her role at OraPharma, Ms. Vergis managed a multi-billion portfolio at Johnson & Johnson as President of Janssen Pharmaceuticals, McNeil Pediatrics, and Ortho-McNeil Neurologics. Ms. Vergis contributed to several Johnson & Johnson companies during her career, serving as a member of company management boards for over 10 years and holding positions of increasing responsibility in research and development, new product development, sales, and marketing. Ms. Vergis serves on the Board of Directors for Church and Dwight Co., Inc., Teva Pharmaceutical Industries Ltd., and SGS SA. She previously served on the Board of Directors of Amneal Pharmaceuticals, Inc. She is also Chair of The Biotechnology Advisory Board and Vice-Chair of the Corporate and Foundation Relations Advisory Board at Penn State. Ms. Vergis earned a B.S. degree in Biology and an M.S. degree in Physiology from The Pennsylvania State University.
Selected Key Qualifications and Experience:
 
Large Company Experience as Executive or Board Member
Ms. Vergis has significant business experience, including leadership roles as an executive.
Medical Device or Industry Experience
Ms. Vergis has worked for over three decades in the global healthcare field, including in various key advisory and executive positions.
Capital Allocation/Deployment Experience
Ms. Vergis has a substantial record of financial experience and proper maintenance of a large corporation, including an extensive history working with large transactions and business transformations.
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PROXY ITEM NO. 1: ELECTION OF DIRECTORS
Dorothea Wenzel
 

Director since 2022
Independent
Age: 55
Board Committees:
• Audit and Finance
Committee
Other Public Company Boards:
• H. Lundbeck A/S
Dr. Dorothea Wenzel served for Merck KGaA, Darmstadt, Germany, from June 2004 to August 2021, most recently since 2019 as Executive Vice President and Head of the Surface Solutions Business Unit. At Merck, KGaA, Darmstadt, Germany, she further held various Senior Management Positions in the Health Care Division of the DAX-listed company. Prior to joining Merck, Dr. Wenzel held a number of finance and business positions in the health care industry at AXA Krankenversicherung AG and Medvantis Holding AG and worked for several years as consultant and engagement manager at McKinsey & Co. Dr. Wenzel was also a Member of the Staff of the Committee for the Sustainability of the Financing of the Social Security Systems of the Federal Ministry of Health (Germany). She holds a doctorate in Health Economics and a diploma in business & computer sciences from the Technical University of Darmstadt. Dr. Dorothea Wenzel is an independent director on the board of H. Lundbeck A/S and an independent director on the board of Servier SAS.
Selected Key Qualifications and Experience:
 
Large Company Experience as Executive or Board Member
Dr. Wenzel has significant business experience, including leadership roles as an executive.
Medical Device or Industry Experience
Dr. Wenzel has worked for over three decades in the global healthcare field, including in various key advisory and executive positions.
Capital Allocation/Deployment Experience
Dr. Wenzel has a deep understanding of growth and management of Company assets, and has a strong record of corporate success and development.
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PROXY ITEM NO. 1: ELECTION OF DIRECTORS

Recommendation of the Board
The Board unanimously recommends a vote FOR
the election of each director nominee listed above
DENTSPLY SIRONA INC. – Proxy Statement 23

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CORPORATE GOVERNANCE
Corporate Governance Highlights
We are committed to high standards of corporate governance as an essential element of delivering long-term stockholder value. We have implemented many governance best practices, including the following:
Board Structure and Independence
• All Directors are independent except for the President and Chief Executive Officer
• Independent Non-Executive Chair
• Diverse and highly skilled Board that provides a range of viewpoints
• Consideration of optimal Board leadership structure for the Company
• Periodically rotating the chairs of the Board committees and Chairmanship of the Board
• Executive sessions held by the Chair at each regular Board and Committee meeting without management present
• Perform regular Board, Committee and Board member evaluations
Stockholder Rights
• 3%, 3-year proxy access bylaw
• Annual election of all Directors
• Majority voting for all Directors in uncontested elections, coupled with irrevocable conditional resignations of directors memorialized in the Company’s By-Laws
• No supermajority voting provisions
• No “poison pill” rights plan
Board Oversight
• Oversight of enterprise risk management
• Monitors the Company’s workplace culture and values
• Reviews key talent and succession on an at least annual basis
• Oversight of the Company’s sustainability strategy
Board Education
• New Directors participate in an orientation consisting of introductory meetings with business and functional leaders and senior management
• Directors are encouraged to enroll in director continuing education programs at the Company’s expense
• Directors periodically participate in site visits to facilities
• Directors participate in educational sessions concerning various critical issues and topics such as Board assessment and governance best practices, environmental, social and governance (“ESG”), machine learning/artificial intelligence, digital transformation, cybersecurity and strategy
• Board Education Policy encourages continuing education for Directors
Corporate Governance Practices
• No hedging or pledging transactions in our securities
• Policy on public company board service
• Regular Board and Committee refreshment
• Code of Conduct for Directors with an annual certification requirement
• Mandatory retirement age of 75 for all Directors
• Annual Board and Committee performance assessments, including a third-party Board, Committee and Board member assessment provided by a leading third-party advisor in 2023
• Dodd Frank Act Restatement Clawback Policy requiring recoupment of compensation in the event of an accounting restatement
• Compensation Recoupment Policy allowing further discretionary recoupment of compensation
• Stock ownership guidelines for Executives and Directors
• Pay-for-performance compensation policies
The Board of Directors and its Committees
Our Board is responsible for establishing broad corporate policies and for overseeing the overall management of the Company. In addition to considering various matters that require its approval, our Board provides advice and counsel to, and ultimately monitors the performance of, our senior executives. The following table provides information about the anticipated composition of the Board committees following the Annual Meeting.
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CORPORATE GOVERNANCE

Our Board currently has four standing committees, the Audit and Finance Committee, the Corporate Governance and Nominating Committee, the Human Resources Committee, and the Science and Technology Committee. Each committee has a written charter reviewed at least annually to reflect the activities of each of the respective committees, changes in applicable law or other relevant considerations, with any changes approved by the full Board. Each of these committees is composed entirely of directors deemed to be, in the judgment of our Board, independent in accordance with the listing standards of The Nasdaq Global Select Market. Our Board met for five regular meetings and four special meetings in 2023. Each incumbent director attended at least 75% of the total number of meetings of the Board and the Board committees of which he or she was a member in 2023. While we do not have a formal policy requiring members of the Board to attend the Annual Meeting of Stockholders, we encourage all directors to attend the virtual meeting, and all of our directors in office attended the last Annual Meeting of Stockholders.
The following table lists the members, primary functions, and number of meetings held with respect to each committee. Mr. Gladden joined the Board on January 1, 2024.
Members
Primary Functions
Regular Meetings
in 2023
Special Meetings
in 2023
Audit and Finance Committee
Leslie F. Varon (Chair)(1)
Brian T. Gladden(1)(2)
Clyde R. Hosein(1)
Dorothea Wenzel(1)
•  Selecting, reviewing, and retaining the independent registered public accounting firm and setting that firm’s compensation
•  Pre-approving all auditing and permitted non-audit services by the independent registered public accounting firm
•  Managing and overseeing the Company’s financial reporting, including annual and quarterly financial statements and earnings releases, significant financial reporting issues and judgments, and any major issues regarding the adequacy of internal controls, and discussing such matters with the Company’s management, internal audit and independent accountants
•  Monitoring, overseeing and assessing risk to the Company, its stockholders, and its stakeholders with respect to cyber-attacks and data privacy matters
•  Assessing and discussing with management the Company’s major enterprise risk exposures and the steps that have been taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies, systems and processes
7
1
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CORPORATE GOVERNANCE
Members
Primary Functions
Regular Meetings
in 2023
Special Meetings
in 2023
Human Resources Committee
Willie A. Deese (Chair)
Betsy D. Holden
Gregory T. Lucier(3)
Jonathan J. Mazelsky(4)
Janet S. Vergis(5)
•  Evaluating and administering compensation levels for all senior executives of the Company
•  Reviewing and evaluating employee compensation generally and employee benefit plans
•  Overseeing and evaluating the risks associated with the Company’s compensation philosophy and programs
•  Reviewing the Company’s talent management and succession to help the Company hire, motivate, and retain the best employees
•  Overseeing, in coordination with the Corporate Governance and Nominating Committee, ESG matters with respect to human capital management and executive compensation, including by overseeing the development of metrics relating to ESG performance
4
0
Corporate Governance and Nominating Committee
Betsy D. Holden (Chair)
Eric K. Brandt(6)
Gregory T. Lucier(3)
Harry M. Jansen Kraemer Jr.(7)
•  Identifying and recommending individuals as nominees to serve on the Board
•  Reviewing and recommending Board policies and governance practices and appraising the performance of the Board and its individual members
•  Managing risks associated with the independence of the Board, potential conflicts of interest and overall corporate governance
•  Overseeing and coordinating the Company’s management of ESG matters, including identifying ESG trends and issues and overseeing the development of metrics related to ESG performance
4
1
Science and Technology Committee
Janet S. Vergis (Chair)
John P. Groetelaars(8)
Clyde R. Hosein
Jonathan J. Mazelsky(4)
•  Assisting the Board in its oversight of the Company’s scientific and technological direction
•  Providing advice and feedback to the Board and senior management on scientific and technological matters affecting the Company
•  Periodically reviewing and examining the Company’s research and development activities, investments, portfolio and technological initiatives
•  Supported by an independent Dental and Scientific Advisory Board which is composed of leading experts
4
0
(1)
Each of Ms. Varon, Mr. Gladden, Mr. Hosein and Dr. Wenzel has been determined by the Board, in its judgment, to be an audit committee financial expert, as defined under applicable SEC rules.
(2)
Mr. Gladden joined the Board on January 1, 2024, at which time he was appointed to the Audit and Finance Committee.
(3)
Mr. Lucier became a member of the Corporate Governance and Nominating Committee and stepped down from the Human Resource Committee on January 1, 2024.
(4)
Mr. Mazelsky was elected as a Director on May 24, 2023 at the 2023 Annual Meeting, at which time he was appointed to both the Human Resources Committee and the Science and Technology Committee.
(5)
Ms. Vergis became a member of the Human Resources Committee effective January 1, 2024.
(6)
Mr. Brandt will serve on the Corporate Governance and Nominating Committee until his retirement as of the date of the 2024 Annual Meeting of Stockholders.
(7)
Mr. Kraemer served on the Corporate Governance and Nominating Committee until his retirement, effective December 31, 2023.
(8)
Mr. Groetelaars served on the Science and Technology Committee until the 2023 Annual Meeting of Stockholders on May 24, 2023 at which time he did not stand for re-election to the Board.
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CORPORATE GOVERNANCE
Leadership Structure of the Board of Directors
Non-Executive Chairman of the Board
The roles of non-executive Chairman of the Board and Chief Executive Officer are currently held by separate individuals. We believe that having a non-executive Chairman is in the best interests of the Company and our stockholders at this time. The separation of the roles of Chairman and Chief Executive Officer allows Mr. Campion to focus on managing the Company’s business and operations, and allows Mr. Lucier to focus on Board matters. Further, we believe that the separation of these roles ensures the independence of the Board in its oversight role of evaluating and assessing the Chief Executive Officer and management generally.
We believe that our governance structure provides effective oversight of the Board because:
we have an appropriate balance between the two roles of Chairman and Chief Executive Officer;
the Board has established and follows robust Corporate Governance Guidelines/Policies, as discussed below;
each member of the Board, other than Mr. Campion, is independent pursuant to the listing standards of The Nasdaq Global Select Market; and
all Board committees are comprised solely of independent directors.
Independent Lead Director
Our Chairman is an independent director and, therefore, the Board has not designated a Lead Independent Director. However, our Corporate Governance Guidelines/Policies provide that if we were to appoint a Lead Independent Director in the future, such individual shall, among others roles: (1) call for and preside at executive sessions of the independent directors; (2) serve as a liaison between the Chairman and the independent directors; (3) collaborate with the Chairman to prepare the agenda for Board meetings and approve such agendas and meeting schedules to assure that there is sufficient time for discussion of all agenda items, and approve information sent to the Board; (4) be available for consultation with other directors, and apprise the Chairman and the Chief Executive Officer, as appropriate, of activities of the Board in executive sessions of the independent directors; (5) if requested by major shareholders, ensure that he or she is available for consultation and direct communication; (6) lead succession planning with respect to the Chief Executive Officer; and (7) lead the evaluation and performance of the Chief Executive Officer.
Governance Practices and Policies
The Company is committed to the values of effective corporate governance and high ethical standards. These values are conducive to long-term performance and the Board re-evaluates the Company’s policies on an ongoing basis to ensure they sufficiently meet the Company’s needs. We believe our key corporate governance and ethics policies enable us to manage our business in accordance with the highest standards of business practice and in the best interests of our stockholders.
Corporate Governance Guidelines/Policies and Committee Charters
We have adopted Corporate Governance Guidelines/Policies to outline our corporate governance structure and address significant corporate governance issues. The Corporate Governance and Nominating Committee reviews our Corporate Governance Guidelines/Policies at least annually. Copies of these Guidelines/Policies as well as the Charter for each standing committee of our Board can be found at the “Company — Investors — Governance — Documents & Charters” section of our website at www.dentsplysirona.com.
Code of Ethics
We have adopted a Code of Ethics and Business Conduct that applies to all of our Directors, executive officers, and employees. A copy of the Code of Ethics and Business Conduct is available at the “Company — Investors — Governance — Documents & Charters” section of our website at www.dentsplysirona.com.
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Board Assessment Process
The Board recognizes the importance of regularly assessing its effectiveness and continuously improving. On an annual basis, the Board conducts a robust, formal performance assessment. In 2023, a full board and committee level assessment was facilitated by the Board Effectiveness Practice of Russell Reynolds Associates in conjunction with Wachtell, Lipton, Rosen & Katz. The Chair of our Corporate Governance and Nominating Committee, in coordination with our Chairman, oversees the assessment process. Directors were asked to provide feedback on the performance of the Board and the Committees and the overall board performance and effectiveness. The Chair leads a process based around individual Director feedback. The Board then uses the results of the annual assessment to make enhancements and continue to improve Board effectiveness. In addition to the formal process, our Chairman has regular one-on-one discussions with the other members of the Board and conveys feedback from the Board to our Chief Executive Officer.
Risk Oversight
The Board oversees the management of risks inherent in the operation of our businesses and the implementation of our strategic plan. In this regard, the Board seeks to understand and oversee the most critical risks relating to the Company’s business, allocate responsibilities for the oversight of risks among the full Board and its committees, and see that management has in place effective systems and processes for managing risks facing the Company. Risks falling within this area include, but are not limited to, general business and industry risks, operating risks, business continuity risks, ESG risks, cybersecurity risks, financial risks including infrastructure, talent management and human capital and workforce related risks and compliance and regulatory risks. Overseeing risk is an ongoing process and is inherently tied to our operations and overall strategy. Accordingly, the Board considers risk throughout the year and with respect to specific proposed actions. While the Board oversees risk, our management is charged with identifying and managing risk. The Company has robust internal processes to identify and manage risks and to communicate information about risk to the Board. Risk management is not allocated to a single risk management officer within the Company, but rather is administered by management in an approach that is designed to ensure that the most significant risks to the Company, on a consolidated basis, are being managed and monitored appropriately. This process includes:
identifying the material risks that the Company may face;
establishing and assessing processes for managing those risks;
determining the Company’s risk appetite and mitigation strategies and responsibilities; and
making regular reports to the Board on management’s assessment of exposure to risk and steps management has taken to monitor and manage such exposure.
The Board implements its risk oversight function both as a whole and through delegation to the Board committees. Specifically, the Audit and Finance Committee, pursuant to its charter, regularly assesses and discusses with management the Company’s major enterprise risk exposures and the steps that have been taken to monitor and control such exposures. The Audit and Finance Committee and the other committees meet regularly and report back to the full Board. The Corporate Governance and Nominating Committee is responsible for overseeing management of risks related to our environmental and governance practices, and it coordinates with the Human Resources Committee on overseeing management of risks related to our social practices. The full Board regularly reviews reports from management on various aspects of our business, including related risks and tactics and strategies for addressing them. At least annually, the Board reviews our Chief Executive Officer succession planning. In performing these functions, each committee has full access to management, as well as the ability to engage advisors. See “The Board of Directors and its Committees” above for more information regarding the roles and responsibilities of the Board committees.
The Board and the Audit and Finance Committee, pursuant to its Charter, oversee the Company’s management of cybersecurity risk. The Audit and Finance Committee regularly briefs the full Board on these matters, and the full Board and the Audit and Finance Committee receive regular updates multiple times throughout the year and ad-hoc briefings on the Company’s cybersecurity program, including information about cybersecurity risk management governance and the status of projects to strengthen cybersecurity controls. Additionally, in October 2023, the Company appointed Ricardo F. Johnson to assume the newly created role of Chief Information Security Officer (“CISO”), which is responsible for enhancing,
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maintaining, modernizing and evolving the Company’s global cyber framework. Mr. Johnson has more than 20 years of experience in building mission critical programs that support national security supply chains, and embedding hardware security, critical medical technologies, and cyber defenses for federal & banking systems.
With oversight from our Board of Directors, the Company has also formally adopted and annually updates a Security Incident Response Plan which coordinates the activities we take to prepare for, detect, respond to and recover from cybersecurity incidents. These include processes to triage, assess severity of, escalate, contain, investigate, and remediate the incident, as well as to comply with potentially applicable legal obligations and mitigate brand and reputational damage. Our incident response plan establishes a framework for measuring the severity of security incidents and provides for a post-market response program including protocols for coordination and communication between security response teams, designated leaders within the Company, internal and outside legal counsel, and the Audit and Finance Committee in responding to any such incidents.
Also, the Company’s leadership structure, discussed in “Leadership Structure of the Board of Directors” above, supports the risk oversight function of the Board. In addition, independent directors chair the Board committees involved with risk oversight and there is open communication between senior management and directors.
Beyond: Taking Action for a Brighter World
The Board has oversight of the Company’s sustainability strategy through the Corporate Governance and Nominating Committee, which oversees the management of risks related to our environmental, social, and governance (“ESG”) practices, including identifying relevant ESG trends and issues, and overseeing the development of metrics related to ESG performance. The Human Resources Committee is responsible for the management of risks related to our social practices, and the Audit and Finance Committee of the Board oversees and assesses risks related to cybersecurity and data privacy matters. Finally, the Science and Technology Committee is responsible for reviewing the Company’s R&D activities, initiatives, and investments. All these Committees report to the Board, and their responsibilities are firmly in line with the Company’s sustainability strategy.
Our Company’s mission is to transform oral health and continence care with innovative products, solutions and services through an engaged workforce. Our sustainability strategy is fundamental to this mission.
We call that journey BEYOND: Taking Action for a Brighter World, and it is the bedrock that informs our sustainability actions. It delineates the Company’s role as a responsible steward towards our society and planet, as well as our approach to integrating sustainable practices and lifecycle thinking across our operations.
We have built our sustainability strategy around three pillars of action — Healthy Planet, Healthy Smiles and Healthy Business — and these reflect how we engage with our employees, customers, partners, investors and communities.
Healthy Planet
We have always taken our role as an environmental steward seriously because a healthy planet is fundamental to our future. As a large scale company manufacturing dental and continence care products and technologies, we continuously seek to identify solutions to minimize the environmental impact of our operations and conserve resources.
We remain committed to creating sustainable working environments by ensuring our facilities and offices are energy efficient and implementing robust recycling and waste management practices. We have initiated audits at sites that account for more than 90% of our total energy consumption and have already implemented several energy reduction improvement opportunities.
We encourage our employees to consider their personal environmental footprint and have implemented a Bike to Work scheme in Hanau, Germany and a car sharing program in Ballaigues, Switzerland. We have also installed Green Walls in the office in Ballaigues to improve air quality and installed beehives on the roof of our Munich office to support the local ecosystem and biodiversity. Additionally, in 2021 we advanced our industry leading partnership with the FDI World Dental Federation’s Sustainability in Dentistry initiative, which was created to define and promote sustainable practices within dentistry and mitigate the industry’s impact on climate change. We have published the Consensus Statement on
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Environmentally Sustainable Oral Healthcare outlining the global environmental impacts of dentistry and ways of reducing these accessible to all industry players. We are also working to develop a suite of resources that will help the dental supply chain, practitioners and patients be more environmentally conscious and sustainable.
Healthy Smiles
People are central to our business, be it our employees, customers, or the communities where we live and work. Every day we seek to enhance people’s lives through the delivery of improved and accessible oral health care.
Within our Healthy Smiles strategic pillar, we demonstrate our commitment to our people, our customers, the patients they serve, and the communities in which we operate.
We understand this starts with looking after our employees and we strive to bring out the best in them by creating an inclusive and respectful workplace alongside a culture that fosters learning and growth. We work tirelessly to improve oral health care globally and support our customers to bring the best possible treatment and care to communities through innovative products, high-quality Clinical Education programs, and impactful partnerships. We are proud of this work, while recognizing the ever-growing need to do more.
In 2023, we continued our five-year partnership with Smile Train to advance the future of cleft care and improve oral health globally. In April, Dentsply Sirona’s leadership team took time to pack 300 oral health kits consisting of a sustainable toothbrush, toothpaste, timers, and floss. The partnership between Dentsply Sirona and Smile Train has already helped over 1,000 children to gain access to high quality, comprehensive cleft treatment. The kits also contained a flyer that educates cleft patients and their families on oral care best practices. Leaders also wrote “Get well” cards to patients undergoing cleft treatment at Smile Train partner treatment centers in Colombia and Brazil.
Additionally, in anticipation of the Cleft and Craniofacial Awareness and Prevention Month in July, Dentsply Sirona’s leadership team took action together to create healthy smiles and increase access to dental education by preparing dental kits to deliver to patients and their families at Smile Train facilities in Colombia and Brazil. Dentsply Sirona also helped Smile Train to set a world record for the largest online photo album of smiling mouths. In total, 21,274 people from across the globe uploaded a smile. The Company pledged a $20,000 USD donation if the online photo album campaign proved successful and later increased its contribution to Smile Train to $120,000 USD.
Healthy Business
We are committed to running an ethical and transparent business, and work hard to foster trusted relationships with our employees, customers, partners, and shareholders.
We strive for the highest standards of excellence throughout our operations and we are increasing transparency around our ESG reporting. To achieve this, we engage with our stakeholders to understand the most material sustainability issues facing the business so we can take positive, long-lasting action to create a brighter world. This is evidenced by the integration of ESG and sustainability issues into our annual enterprise risk assessment to identify, prioritize, and respond to the main risks facing the business as well as our first materiality assessment. We use the insights from our stakeholders to align our business practices with their priorities and take action to ensure we deliver on our mission of improving the quality and accessibility of oral health care worldwide.
Our people sit at the heart of our business, so a healthy business, to us, means integrating sustainable, inclusive, and equitable practices across all aspects of our business to create a supportive working environment.
For more information, refer to our Sustainability Report, which is available on our website. Our Sustainability Report and website are not part of or incorporated by reference into this Proxy Statement.
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Selection of Nominees for the Board of Directors
Corporate Governance and Nominating Committee Recommendation Process
The Corporate Governance and Nominating Committee is responsible for evaluating potential candidates to serve on our Board and for recommending nominees to be presented for election or reelection to the Board at our annual meeting of stockholders. In evaluating potential director candidates, including incumbent directors, the Corporate Governance and Nominating Committee considers the skills and characteristics possessed by each candidate in the context of the perceived needs of the Board in an effort to ensure there is a blend of skills and experience that will enhance the effectiveness of the Board. The Corporate Governance and Nominating Committee actively considers for selection as directors those persons:
who possess a diversity of experience, gender, race, ethnicity and/or global perspective;
who possess strong personal and professional ethics, and high standards of integrity and values;
who have the proven ability and experience to bring informed, thoughtful and well-considered opinions to corporate management and the Board;
who have the competence, maturity and integrity to monitor and evaluate the Company’s management, performance and policies, including as it relates to enterprise risk management;
who have the willingness, commitment and ability to devote the necessary time and effort required for service on the Board;
who have the capacity to provide additional strength and diversity of view and new perceptions to the Board and its activities, including, among other items, through experience in marketing and sales, human resources and talent management, information technology, cybersecurity and quality and regulatory fields, medical or dental devices, e-commerce or digital technologies, research and development, business development, or through international business experience;
who have the necessary measure of communication skills and self-confidence to ensure ease of participation in Board discussion;
who hold or have held a senior executive position with a significant business enterprise, including large public companies, or a position of senior leadership in an educational, medical, or other non-profit institution or foundation of significance or otherwise have significant financial and/or business experience with complex or global entities;
who have professional or academic experience relevant to the Company’s industry, particularly as it relates to medical devices, dental devices, and/or general manufacturing;
who have experience in public company governance, including as a board member of another large publicly held company; and
who maintain the strong level of financial literacy needed to understand the Company’s financial reports, internal controls and complex transactions, including any experience in capital allocation and deployment, or who specifically qualify as financial experts under the Sarbanes-Oxley Act.
Our Corporate Governance Guidelines/Policies provide that the Corporate Governance and Nominating Committee will recommend candidates for our Board who possess the highest personal and professional ethics, integrity and values, and who are committed to representing the long-term interests of stockholders. The Board believes that having directors of diverse race, ethnicity, experience, global perspectives and gender, along with varied skills and experiences, contributes to a balanced and effective Board. The Corporate Governance and Nominating Committee, in performing its responsibilities to review director candidates and recommend candidates to the Board for election, ensures that candidates with a diversity of race, ethnicity and gender, experience, as well as global perspectives, are included in each pool of candidates from which Board nominees are chosen and actively considers for selection as directors persons who meet such criteria.
In identifying potential candidates for the Board, the Corporate Governance and Nominating Committee relies on recommendations from a number of possible sources, including current directors and officers. The Corporate Governance and Nominating Committee may also retain outside consultants or search firms to help identify potential candidates for membership on the Board.
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The Corporate Governance and Nominating Committee will also consider candidates recommended by stockholders on the same basis as other candidates. Stockholder recommendations for director candidates should be submitted in writing to the Corporate Secretary at DENTSPLY SIRONA Inc., 13320 Ballantyne Corporate Place, Charlotte, NC 28277, along with the name of the candidate and all biographical and other information about the candidate that would be required to be included in a Proxy Statement under the rules of the SEC, a description of the relationship between the candidate and the recommending stockholder, the proposed candidate’s consent to serve as a director if elected and proof of the number of shares of the Company’s common stock owned by the recommending stockholder and the length of time such stockholder has owned those shares. The Corporate Governance and Nominating Committee may request additional information and will then evaluate the proposed candidate based on the criteria described above. These procedures relate only to stockholder recommendations for director candidates to be considered by the Corporate Governance and Nominating Committee. Any stockholder who wishes to formally nominate a candidate must follow the procedures set forth in our By-Laws. See “Other Matters—Nominating Candidates for Election to the Board or Proposing Other Business to be Brought before the Annual Meeting.”
Pursuant to the proxy access provisions of our By-Laws, a holder (or a group of not more than 20 holders) of at least 3% of our outstanding common stock continuously for at least three years is entitled to nominate and include in our proxy materials director nominees constituting up to the greater of two individuals or 20% of our Board of Directors, provided that the nominating holder(s) and the nominee(s) satisfy the requirements specified in our By-Laws, including by providing us with advance notice of the nomination. For more detailed information on how to submit a nominee for inclusion in our proxy materials pursuant to the proxy access provisions, see “Other Matters—Nominating Candidates for Election to the Board or Proposing Other Business to be Brought before the Annual Meeting.” Any stockholder who wishes to formally nominate a candidate without seeking access to our proxy materials must follow the procedures set forth in our By-Laws. See “Other Matters—Nominating Candidates for Election to the Board or Proposing Other Business to be Brought before the Annual Meeting.”
Directors’ Compensation
Our Human Resources Committee reviews non-employee director compensation annually, and recommends changes to the Board for approval as it deems appropriate. In recommending non-employee director compensation, the Human Resources Committee may request the input of Company management or an independent compensation consultant of its choosing, and may consider relevant factors, including director compensation of the Company’s peer group companies. The following changes were recommended by the Human Resources Committee and approved by the full Board of Directors to the Non-Employee Director Compensation Policy in 2023:
early retirement eligibility was amended to either the attainment of age 70 or the date on which the Director has 5 years of continuous service on the Board; and
voluntary resignation following a Director’s early retirement eligibility results in the continued vesting of such Director’s annual equity compensation award.
The foregoing description of the changes above are qualified in their entirety by reference to the text of the Non-Employee Director Compensation Policy.
2023 Director Compensation
Directors who held such positions at the beginning of 2023 and who are not employees of our Company were entitled to receive:
Cash Compensation
An annual cash retainer of $100,000 for all directors, paid quarterly in advance.
An annual cash retainer of $75,000 for the Non-Executive Chairman, if any, $30,000 for the Lead Director, if any, $25,000 for the Audit and Finance Committee Chair, $20,000 for the Human Resources Committee Chair, $15,000 for the Corporate Governance and Nominating Committee Chair, and $15,000 for the Science and Technology Committee Chair, each paid quarterly in advance.
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Equity Compensation
An annual grant of restricted stock units (“RSUs”) for all non-employee directors, the number of which is determined by dividing $200,000 by the closing price of the Company’s common stock on the date of grant. The RSUs vest on the earliest of: (1) the date of the next year’s Annual Meeting of Stockholders, (2) the date that is one year from the date of the grant, and (3) the date that a director attains the age of mandatory retirement pursuant to the Company’s Corporate Governance Guidelines/Policies, and are payable to non-employee directors in shares of common stock upon vesting unless the director elects to defer settlement of the RSUs to a future date. Non-employee directors are entitled to receive dividend equivalents on the RSUs in the event the Company pays a regular cash dividend on its common stock.
An annual grant of RSUs for the Non-Executive Chairman, the number of which is determined by dividing $100,000 by the closing price of the Company’s common stock on the date of grant. The RSUs vest on the earliest of: (1) the date of the next year’s Annual Meeting of Stockholders, (2) the date that is one year from the date of the grant, and (3) the date that the Non-Executive Chairman attains the age of mandatory retirement pursuant to the Company’s Corporate Governance Guidelines/Policies, and are payable to the Non-Executive Chairman in shares of common stock upon vesting unless the Non-Executive Chairman elects to defer settlement of the RSUs to a future date. The Non-Executive Chairman is entitled to receive dividend equivalents on the RSUs in the event the Company pays a regular cash dividend on its common stock.
The following table provides information regarding the compensation of our non-employee directors for 2023.
Name
Fees Earned or
Paid in Cash
($)(1)
Stock
Awards
($)(2)
Total
($)
Eric K. Brandt(3)
156,250
300,000
456,250
Willie A. Deese(4)
120,000
200,000
320,000
Brian T. Gladden(5)
25,000
0
25,000
John P. Groetelaars(6)
25,000
0
25,000
Betsy D. Holden(7)
115,000
200,000
315,000
Clyde R. Hosein(8)
100,000
200,000
300,000
Harry M. Jansen Kraemer Jr.(9)
100,000
200,000
300,000
Gregory T. Lucier(10)
118,750
200,000
318,750
Jonathan Jay Mazelsky(11)
60,440
200,000
260,440
Leslie F. Varon(12)
125,000
200,000
325,000
Janet S. Vergis(13)
115,000
200,000
315,000
Dorothea Wenzel(14)
110,000
200,000
310,556
(1)
This column reports the amount of cash compensation earned for 2023 service on our Board and its committees.
(2)
Represents the aggregate grant date fair value for RSUs, as computed in accordance with FASB ASC Topic 718. Messrs. Brandt, Deese, Hosein, Kraemer, Lucier and Mazelsky and Ms. Holden, Ms. Varon, Ms. Vergis and Dr. Wenzel each received an award of 5,419 restricted stock units on May 25, 2023 which vest in full (unless deferred) on the earliest of (1) the date of the next year’s Annual Meeting of Stockholders, (2) the date that is one year from the date of the grant, and (3) the date that a director attains the age of mandatory retirement pursuant to the Company’s Corporate Governance Guidelines/Policies. Grant date fair value was $36.91 (each grant had a notional award value of $200,000 rounded down to the nearest whole share). Mr. Brandt received an additional award of 2,709 restricted stock units on May 25, 2023 for serving as Non-Executive Chairman of the Board.
(3)
Mr. Brandt served as Non-Executive Chairman of the Board from September 28, 2017 through December 31, 2023. At year end, Mr. Brandt held 38,000 vested stock options, 0 unvested stock options, 8,190 unvested restricted stock units and 6,800 deferred restricted stock units.
(4)
At year end, Mr. Deese held 34,800 vested stock options, 0 unvested stock options and 5,460 unvested restricted stock units.
(5)
Mr. Gladden was appointed to the Board effective January 1, 2024. At year end, Mr. Gladden held 0 vested stock options, 0 unvested stock options and 0 unvested restricted stock units.
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(6)
Mr. Groetelaars served on the Board of Directors until the 2023 Annual Meeting of Stockholders at which time he did not stand for re-election. As of the date of the 2023 Annual Meeting of Stockholders, Mr. Groetelaars held 0 vested stock options, 0 unvested stock options and 4,756 unvested restricted stock units.
(7)
At year end, Ms. Holden held 10,300 vested stock options, 0 unvested stock options, 5,460 unvested restricted stock units and 21,353 deferred restricted stock units.
(8)
At year end, Mr. Hosein held 0 vested stock options, 0 unvested stock options and 5,460 unvested restricted stock units.
(9)
Mr. Kraemer served on the Board of Directors until his retirement, effective December 31, 2023. At year end, Mr. Kraemer held 21,600 vested stock options, 0 unvested stock options, 5,460 unvested restricted stock units, and 6,253 deferred restricted stock units.
(10)
Mr. Lucier was appointed Non-Executive Chairman of the Dentsply Sirona Board of Directors and as a member of the Corporate Governance and Nominating Committee effective January 1, 2024. At year end, Mr. Lucier held 0 vested stock options, 0 unvested stock options and 5,460 unvested restricted stock units.
(11)
At year end, Mr. Mazelsky held 0 vested stock options, 0 unvested stock options and 5,460 unvested restricted stock units.
(12)
At year end, Ms. Varon held 10,300 vested stock options, 0 unvested stock options, 5,460 unvested restricted stock units and 2,429 deferred restricted stock units.
(13)
At year end, Ms. Vergis held 0 vested stock options, 0 unvested stock options and 5,460 unvested restricted stock units.
(14)
At year end, Dr. Wenzel held 0 vested stock options, 0 unvested stock options and 5,460 unvested restricted stock units.
Stock Ownership Guidelines for Directors
It is the policy of the Board that all Directors hold an equity interest in the Company. Toward this end, the Board expects that all Directors own, or acquire within five years of first becoming a Director, shares of common stock of the Company (including share units held under the Company’s Board of Directors Deferred Compensation Plan, or any successor plan, and restricted stock units, but not including stock options) having a market value of at least five times the annual retainer paid to Board members. The Board recognizes that exceptions to this policy may be necessary or appropriate in individual cases and may approve such exceptions from time to time as it deems appropriate.
All Directors were in compliance with the stock ownership guidelines or were within the five year grace period as of the end of 2023.
Communicating with the Board of Directors
Stockholders who wish to communicate with the Board as a group, the non-management directors as a group, or any individual director, including the Chairman, may do so by writing to the Corporate Secretary at DENTSPLY SIRONA Inc., 13320 Ballantyne Corporate Place, Charlotte, NC 28277. All mail received will be opened and screened for security purposes and mail determined to be appropriate and within the purview of the Board will be forwarded to the respective Board member to which the communication is addressed. Mail addressed to “Outside Directors” or “Non-Management Directors” will be forwarded or delivered to the Chairman of the Corporate Governance and Nominating Committee. Mail addressed to the “Board of Directors” will be forwarded or delivered to the Chairman of the Board.
Compensation Committee Interlocks and Insider Participation
During the last completed fiscal year, Willie A. Deese, Betsy D. Holden, Gregory T. Lucier, and Jonathan J. Mazelsky each served as members of the Human Resources Committee. None of the current or 2023 members of the Human Resources Committee has ever been an officer or employee of the Company or had a relationship during the last fiscal year requiring disclosure pursuant to Item 404 of Regulation S-K. None of our current or 2023 executive officers served as a member of the board or compensation committee of any entity that has one or more executive officers serving on our Board or Human Resources Committee.
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Certain Relationships and Related Party Transactions
No Related Person Transactions (as defined below) were noted for the year ended December 31, 2023.
Related Person Transaction Policy
The Company has a written policy and procedures with respect to the review and approval of Related Person Transactions. The Corporate Governance and Nominating Committee reviews the material facts of all Related Person Transactions that require the Corporate Governance and Nominating Committee’s approval and either approves or disapproves of the entry into the Related Person Transaction, subject to certain identified exceptions described below. In determining whether to approve or ratify a Related Person Transaction, the Corporate Governance and Nominating Committee takes into account, among other factors it deems appropriate, whether the Related Person Transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the interest of the Related Person (as defined by Item 404 of SEC Regulation S-K) in the Related Person Transaction. The Chair of the Corporate Governance and Nominating Committee is delegated the authority by the Board to approve Related Person Transactions that, because of timing or scheduling, are not feasible to be approved by the full Corporate Governance and Nominating Committee.
The policy applies to any transaction, arrangement or relationship in which the Company (including any of its subsidiaries) will be a participant and in which any Related Person will have a direct or indirect material interest, and the amount involved exceeds $120,000 (a “Related Person Transaction”).
The Corporate Governance and Nominating Committee has pre-approved, under the policy, the following Related Person Transactions without regard to the amount involved:
1.
any Related Person Transaction involving the compensation, employment and/or benefits of an executive officer of the Company if the compensation arising from the Related Person Transaction is required to be reported in the Company’s Proxy Statement;
2.
any Related Person Transaction involving the compensation, employment and/or benefits of an executive officer of the Company that is not a “Named Executive Officer” (as that term is defined in Item 402(a)(3) of SEC Regulation S-K) if (a) the executive officer is not an immediate family member of another executive officer or director of the Company, (b) the compensation arising from the Related Person Transaction would have been reported under Item 402 as compensation earned for services to the Company if the executive officer was a Named Executive Officer, and (c) such compensation has been approved, or recommended to the Board for approval, by the Human Resources Committee of the Board;
3.
any Related Person Transaction involving the compensation, services and/or benefits of a director if the compensation arising from the Related Person Transaction is required to be reported in the Company’s Proxy Statement;
4.
any Related Person Transaction where the Related Person’s interest arises solely from the ownership of the Company’s common stock and all holders of the Company’s common stock received the same benefit on a pro-rata basis;
5.
any Related Person Transaction with a Related Person involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority;
6.
any Related Person Transaction with a Related Person involving services as a bank depository of funds, transfer agent, registrar, trustee under a trust indenture, or similar services; and
7.
any Related Person Transaction in which the interest of the Related Person arises solely from such person’s position as a director of another firm, corporation or other entity that is a party to the Related Person Transaction.
Except to the extent pre-approved, as noted above, Related Person Transactions are subject to the following procedures:
The Related Person notifies the General Counsel of the Company of any proposed Related Person Transaction, including the Related Person’s relationship to the Company and interest in the proposed Related Person Transaction; the material terms of the proposed Related Person Transaction; the benefits to the Company of the proposed Related Person Transaction; and the availability from alternative sources of the products or services that are the subject of the proposed Related Person Transaction.
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CORPORATE GOVERNANCE
The proposed Related Person Transaction is submitted to the Corporate Governance and Nominating Committee for consideration at the next Corporate Governance and Nominating Committee meeting or, if the General Counsel, after consultation with the Chief Executive Officer or the Chief Financial Officer, determines that the Company should not wait until the next Corporate Governance and Nominating Committee meeting, to the Chair of the Corporate Governance and Nominating Committee, acting pursuant to authority delegated by the Board. Any Related Person Transactions approved pursuant to delegated authority by the Chair of the Corporate Governance and Nominating Committee is reported to the Corporate Governance and Nominating Committee at the next Corporate Governance and Nominating Committee meeting.
To the extent the Company becomes aware of a Related Person Transaction that was not previously approved under this policy, it shall be promptly reviewed as described above and be ratified, amended or terminated, as determined appropriate by the Corporate Governance and Nominating Committee.
Executive Officers of the Company
In addition to Mr. Campion, our current executive officers include Glenn G. Coleman, Andreas G. Frank, Andrea L. Frohning, Robert (Tony) A. Johnson, Richard C. Rosenzweig and Richard M. Wagner. Information concerning our executive officers, other than Mr. Campion, whose information can be found under “Proxy Item No. 1: Election of Directors” above, follows.
Glenn G. Coleman, age 56. Mr. Coleman joined the company in September 2022 and he currently serves as the Company’s Executive Vice President and Chief Financial Officer. Mr. Coleman previously served as the Executive Vice President and Chief Operating Officer of Integra LifeSciences Holdings Corporation from June 2019 until September 2022. From May 2014 until June 2019, Mr. Coleman acted as Integra’s Corporate Vice President and Chief Financial Officer. Prior to joining Integra, Mr. Coleman spent 25 years in financial management positions with leading global businesses, including serving as vice president for finance and corporate controller at Curtiss-Wright Corporation. Mr. Coleman also worked at Alcatel Lucent in various finance executive leadership positions. Mr. Coleman began his career at PricewaterhouseCoopers LLP. Mr. Coleman received his B.S. degree from Montclair State University and has also been a CPA in New Jersey for more than 30 years.
Andreas G. Frank, age 47. Mr. Frank joined the Company in April 2022 and currently serves as Executive Vice President, Chief Business Officer. Prior to joining Dentsply Sirona, Mr. Frank served as President, Front Line Care at Baxter International Inc since December 2021. Prior to Baxter he held the same position at Hill-Rom Holdings Inc. (“Hill-Rom”). Prior roles at Hill-Rom included Chief Transformation Officer and Senior Vice President, Corporate Development and Strategy. Prior to joining Hill-Rom, Mr. Frank served as Director of Corporate Development and Vice President, Business Development, at Danaher Corporation. He previously worked in the Corporate Finance and Strategy practice at McKinsey & Company. Mr. Frank received his master’s degrees in business administration and economics from the Otto Beisheim School of Management in Germany and the University of Texas at Austin, Red McCombs School of Business, respectively, and an MBA from The University of Texas.
Andrea L. Frohning, age 53. Ms. Frohning joined the Company as Senior Vice President, Chief Human Resources Officer in July 2023. Prior to joining Dentsply Sirona, Ms. Frohning served as Chief Human Resources Officer of Premier Incorporated. Prior to Premier she was the Chief Human Resources Officer at Patterson Dental between 2018 and February 2023 and at Snyder’s-Lance between 2016 and 2018. Ms. Frohning also served as Vice President Human Resources at Crane Co. from 2013 to 2016. Previously, she held various leadership positions at Hubbell, General Electric and Pepsi Bottling Group. Ms. Frohning holds a Master’s Degree in Human Resources and Industrial Relations as well as a Bachelor of Science in Development and Family Studies from the University of Illinois.
Robert (Tony) A. Johnson, age 55. Mr. Johnson joined Dentsply Sirona in November 2022 and currently serves as Chief Supply Chain Officer. Prior to joining the Company, Mr. Johnson was President of Global Products and Supply Chain at Cardinal Health. Prior to that, he was Senior Vice President of Operations at Becton Dickinson / CR Bard where he was responsible for their Interventional Segment and spent 25 years with Baxter International where he held positions leading operations both in the United States and internationally. Mr. Johnson received his bachelor’s degree in industrial engineering from the University of Arkansas.
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CORPORATE GOVERNANCE
Richard C. Rosenzweig, age 57. Mr. Rosenzweig joined Dentsply Sirona in February 2023 and currently serves as Executive Vice President, Corporate Development, General Counsel and Secretary. Prior to joining the Company, Mr. Rosenzweig served as Senior Vice President, General Counsel & Secretary at AngioDynamics, a MedTech company, where he led legal and compliance and served as Secretary to the Board. Previously, he held several roles during his more than ten years at C. R. Bard Inc., including serving as Vice President, Law & Assistant Secretary, and being a Member of the Corporate Management Committee. Other previous experiences include General Counsel roles at other public companies and a leading role at Johnson & Johnson. He is a member of the Director’s Leadership Council at Rutgers Biomedical and Health Sciences and has served as a member of the Rutgers Cancer Institute of New Jersey Director’s Leadership Counsel for over 15 years. Mr. Rosenzweig earned his law degree from Boston University School of Law and holds a Bachelor of Arts, Psychology, from Brandeis University.
Richard M. Wagner, age 56. Mr. Wagner has served as Chief Accounting Officer of the Company since August 2022. He previously served as the Vice President, Chief Accounting Officer and Corporate Controller at Hill-Rom overseeing the financial close process, reporting, control compliance processes and the shared services organization. He was heavily involved in integrating multiple acquisitions, leading operational improvements in the finance organization and partnering with operating leadership to implement global processes. Before joining Hill-Rom in 2018, he served as the Vice President and Controller, Lighting at CREE, Inc. he provided leadership for the lighting division and led the re-design of the financial analysis process and due diligence for large acquisitions. Prior to his tenure at CREE, he was the Vice President, Corporate Controller at Dentsply Sirona until 2017 where he was instrumental in the financial integration of the merger between Dentsply and Sirona. Mr. Wagner graduated with a B.S. in Accounting from Penn State University and is a CPA.
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EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Named Executive Officers
In this Compensation Discussion and Analysis, we provide an analysis and explanation of our 2023 executive compensation program for our named executive officers (“NEOs”). Our NEOs for 2023 include our current Chief Executive Officer and Chief Financial Officer serving at fiscal year-end and the three next most highly compensated executive officers serving as such at fiscal year-end. Our NEOs for 2023 are:





Simon D. Campion
President and Chief Executive Officer since September 2022
Glenn G. Coleman
Executive Vice President and Chief Financial Officer since September 2022
Richard C. Rosenzweig
Executive Vice President, Corporate Development, General Counsel and Secretary since February 2023
Andreas G. Frank Executive Vice President, Chief Business Officer since April 2022
Robert (Tony) A. Johnson
Senior Vice President,
Chief Supply Chain Officer since November 2022
2023 Performance
The following table reflects the Company’s net sales, organic sales growth, adjusted EBITDA Margin percentage, earnings per share and adjusted earnings per share in fiscal year 2023 and 2022.
2023
2022
Change
(%)
Net Sales ($ in millions)
$3,965
$3,922
1.1%
Organic Sales Growth %(1)
2.2%
(0.5%)
Adjusted EBITDA Margin(1)
17.4%
19.5%
GAAP Loss Per Basic Common Share (EPS)
$(0.62)
$(4.41)
NM
Adjusted Earnings Per Diluted Common Share (EPS)(1)
$1.83
$2.09
(12.8)%
(1)
In this table, the Company is providing GAAP information for “Net Sales” and “Loss Per Basic Common Share” and non-GAAP information for the other measures, as it believes that this presentation of non-GAAP information, for purposes of this Compensation Discussion and Analysis section, provides a better measure of performance for comparison purposes. Please see Appendix C to this Proxy Statement for a reconciliation of non-GAAP information to GAAP information.
NM - Not meaningful
The following are a few of the highlights from the Company’s strategic investments and initiatives and new product launches in 2023:
Organizational Restructuring – Completed a significant portion of a restructuring plan that was approved by the Board of Directors on February 14, 2023. This plan seeks to restructure the Company’s business to improve operational performance and drive shareholder value creation through a new operating model with four operating segments, optimization of central functions and overall management infrastructure, and other efforts aimed at cost savings.
Updates in DS Core’s Communication Canvas, Ordering and Viewer functionalities – Key updates to DS Core now allow, among other things, annotations on 2D x-ray, 2D media, and 2D CBCT slices, both freehand drawing and text; supports GDPR/HIPAA compliant file sharing with patients, improved chat function for better accessibility from mobile devices and the capability to view even more data formats such as STL and PLY, making DS Core a powerful communication and collaboration tool for users of 3rd party IO-scanners.
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EXECUTIVE COMPENSATION
Expanded 3D Printing Materials – The Company enhanced the range of applications for its Primeprint Solution with additions to its resin portfolio. The new resins, Primeprint Splint ST and Primeprint Splint SF, were FDA and CE cleared. These solutions answer the needs of dental professionals to fabricate patient-specific nightguards and splints for a variety of treatments that fit precisely and provide a high level of biocompatibility and enables them to advance with confidence. Additionally, the Company launched the Lucitone Digital Print Denture System for digital denture manufacturing with the Company’s Primeprint solution. The resins offer the combination of high-impact denture resin and highly aesthetic, durable tooth resin. The highly automated and software-supported workflow requires fewer manual steps than traditional denture production techniques.
Midwest Energo – A complete new electric handpiece series. With a significantly increased lifetime and equipped with a variety of innovations, this new line is designed to make daily treatment even easier and more pleasant.
X-Smart Pro+ – The Company’s new high-performance endodontic motor features a patented sensor-less motor control for 360" speed and torque feedback, enabling quicker reaction that means it reaches the apex in reciprocating motion on average 21% faster than its competitors and 14% faster in continuous rotary motion.
SureSmile Simulator – Powered by DS Core, this new software application uses artificial intelligence to create a 3D visualization of how your smile could look after SureSmile Clear Aligner Treatment and empowers dental professionals to transform treatment conversations by showing patients the potential esthetic benefits and helping them make informed and timely decisions. Prior to treatment planning, the SureSmile Simulator assists dental professionals in evaluating each case. By measuring initial models and generating estimated treatment duration and complexity from the post-simulation results, clinicians can enter the planning phase with greater insight.
LoFric Origo Flexible – Wellspect’s latest addition to the LoFric Origo family of intermittent catheters for men. The new flexible tip’s shape and flexibility provides guidance through the male urethra, making self-catheterization easy to teach and learn.
SKU Optimization – The Company piloted its approach to SKU simplification and optimization, with an initial focus on the endodontics and restorative portfolios. This rigorous portfolio management process uses robust data analytics to plan migration paths and maximize recapture rates. This work will help simplify the Company’s network and yield several benefits including reduction in inventory obsolescence, lower sustaining engineering costs, improved working capital with lower inventory requirements, and a reduction in the facility footprint.
Investment in Enterprise Resource Planning (“ERP”) – The Company committed significant investments to move to a common ERP platform which is in the testing phase. Today, the Company has 14 different ERP systems and expects to consolidate into one common platform for quote to cash, distribution and logistics, and procure to pay.
Summary of 2023 Compensation Actions
The primary elements of our total direct compensation program for the NEOs and a summary of the actions taken by the Human Resources Committee during 2023 are set forth below.
COMPENSATION COMPONENTS
Component
Link to Business
and Talent Strategies
2023 Compensation Actions
Base Annual Salary
Attract and retain quality management
Provide executives with a predictable level of income in a competitive marketplace
Recognize executive’s level of responsibility and experience in position
• Mr. Campion did not receive a base salary increase in 2023
• Following a market survey, each of Mr. Coleman, Mr. Frank and Mr. Johnson received a 4% base salary increase effective March 27, 2023 to better reflect market compensation for their roles

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EXECUTIVE COMPENSATION
COMPENSATION COMPONENTS
Component
Link to Business
and Talent Strategies
2023 Compensation Actions
 
 
• Mr. Rosenzweig joined the Company in February 2023 and did not receive a 2023 base salary increase
Annual Incentive Plan
Cash award based on levels of achievement of pre-determined annual financial objectives
Motivate and reward performance relative to annual objectives and priorities that are linked to long-term success of the Company
Competitive with the market to attract and retain executive management
Based on performance of the Company to align with stockholder interest
• Organic net sales (50%) and adjusted EBITDA margin percentage (50%) were chosen by the Human Resources Committee as the financial metrics for baseline funding level of the 2023 AIP in order to reflect topline focus, balanced with an emphasis on expense reduction
• The Human Resources Committee chose strategic objective modifiers, including remediation of material weaknesses, limitation of voluntary turnover, sales of imaging products and on-time launches of identified products, which could increase or reduce 2023 AIP payout by up to +/- 20% in the aggregate
• Additionally, the strategic objective modifier impact is reduced to +/- 10% if the baseline funding level is less than 100% and cannot increase 2023 AIP payout to more than 100% or to less than 90%
• The baseline funding level was determined to be 96.7%. The Human Resources Committee determined the strategic modifier impact to be +16%. Management then reviewed the Company’s performance and recommended to the Human Resources Committee that it utilize its discretion to limit the strategic modifier impact to +0.3%, resulting in a 97.0% payout level. The Committee agreed and then reviewed the individual performance of the CEO and approved a payout at the funding
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EXECUTIVE COMPENSATION
COMPENSATION COMPONENTS
Component
Link to Business
and Talent Strategies
2023 Compensation Actions
 
 
level of 97.0%. Finally, consistent with the terms of the 2023 AIP, the CEO and the Committee reviewed individual performance of the other NEOs and increased the payout levels for Mr. Coleman and Mr. Rosenzweig to 101.9% and for Mr. Johnson to 104.8% in recognition of their outstanding performance
Equity Incentive Compensation
Equity incentive awards for all NEOs, consisting of:
• performance based-vesting restricted stock units (PRSUs), weighted 50%
• time based-vesting restricted stock units, weighted 25%
• time based-vesting stock options, weighted 25%
Reward for improving and sustaining long term performance
Align directly with stockholders’ interest
Enhancement of long-term stockholder value
• The 2023 performance based-vesting restricted stock units (the “2023 PRSUs”) incorporate adjusted EPS and organic sales metrics
• Cliff vesting of the 2023 PRSUs after 3 years dependent upon achievement of pre-established financial growth targets, measured over 1-year periods
• The 2023 time based-vesting restricted stock units vest over three years—one-third on each of the first three anniversaries following grant
• The 2023 time based-vesting stock option grants vest and become exercisable over three years—one-third on each of the first three anniversaries following grant
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EXECUTIVE COMPENSATION
Pay for Performance
Pay for performance has been and continues to be an important component of our compensation philosophy. Our compensation approach, which is described in greater detail below, is designed to motivate officers, including the NEOs, to substantially contribute individually and collaboratively to the Company’s long-term, sustainable growth. The annual and equity incentive components are tied directly to the performance of the Company and stockholder value. The Company has designed its executive compensation programs such that our senior executives have the majority of variable pay opportunity subject to individual performance, financial performance and stock price. Target total compensation for Mr. Campion in 2023 was 87.5% “at risk.” Target total compensation for our other NEOs was on average 79.3% “at risk.” We define “at risk” to mean that such compensation is in some way contingent upon and based on either Company performance or stock price performance aligning with stockholder interests.


Say-on-Pay Vote in 2023 and Investor Engagement
In 2023, the Company proactively engaged with its major stockholders with respect to matters such as Company performance, strategic growth drivers, the transformation initiatives, broader environment and industry dynamics, and ESG and other significant matters. At our 2023 Annual Meeting of Stockholders, approximately 91% voted affirmatively on an advisory basis to approve the Company’s 2022 executive compensation program. The Human Resources Committee viewed this as strong support of its approach to the determination and setting of executive compensation and continued to apply the same effective principles and philosophies that have been applied in prior years when making compensation decisions for 2023. These principles and philosophies are highlighted and described more fully below.
To ensure that the Human Resources Committee considers stockholder views on compensation matters, we maintain an active investor relations and stockholder engagement program. Throughout the year, we engaged with our actively-managed stockholders, which represent in the aggregate a majority of our shares. The Board of Directors receives regular updates on investor feedback and understands that stockholders remain focused on the alignment of pay and performance and are generally supportive of the Company’s executive compensation.
Compensation Philosophy and Objectives
The Human Resources Committee’s compensation philosophy, when determining NEO compensation at the beginning of 2023, was to provide a compensation package designed to generally satisfy and balance the following principal objectives to:
align executive compensation with corporate performance and stockholder interests. This is accomplished by having programs that reward performance directly linked to achievement of the Company’s business plans, financial objectives and strategic goals, as well as increases in the Company’s stock price;
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EXECUTIVE COMPENSATION
tie components of executives’ compensation to the Company’s performance by providing incentives and rewarding individual, team and collective performance, such as through the execution of actions that contribute to the achievement of the Company’s strategies and goals, including accomplishments within assigned functional areas, and successful management of their respective organizations;
both attract and retain executives and key contributors with a fair representation of diverse talent who have the skills, capabilities and experience necessary for the Company to achieve its business objectives. This requires that the Company’s compensation programs be competitive with market compensation practices, and that we maintain flexibility to respond to the changing needs of our business;
ensure pay parity;
balance risk and reward to motivate and incentivize business performance without encouraging inappropriate risk taking; and
target compensation based on a variety of factors including but not limited to market data associated with comparable executive roles within the Company’s defined Peer Group and with data gathered from external industry compensation surveys, the individual’s experience and their performance.
The Human Resources Committee believes that the compensation opportunities offered to the Company’s executive officers should be competitive with the market, actual compensation should be aligned with the performance of the Company on both a short-term and long-term basis, take into consideration individual performance of the executive, and assist the Company in attracting and retaining key executives critical to the Company’s long-term success. The Company’s executive compensation program balanced a level of fixed compensation with incentive compensation, that varied with the performance of the Company and the performance of the individual executive’s areas of responsibility. The Company’s base pay and benefit programs for executives provided fixed compensation that was competitive with the market for companies of similar size and scope. The annual incentive compensation plan rewarded performance measured against goals and standards established by the Human Resources Committee, with specific focus on the accomplishment of annual financial objectives related to organic net sales growth, adjusted EBITDA margin percentage, and strategic objectives, including remediation of material weaknesses, limitation of voluntary turnover, sales of imaging products and on-time launches of identified products. The long-term equity incentive compensation awards were designed to encourage executives to increase stockholder value by focusing on growth in earnings, organic sales growth and total shareholder return relative to S&P 500 companies.
Other objectives of the total compensation program are to provide: the ability for executives to accumulate capital, predominantly in the form of equity in the Company, in order to align executive interests with those of the stockholders; a competitive level of retirement income; and, in the event of certain circumstances, such as termination of employment in connection with a change-in-control of the Company, special severance protection to help ensure executive retention during such a process and to ensure executive focus on serving the Company and stockholder interests without the distraction of possible job and income loss.
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EXECUTIVE COMPENSATION
Compensation Governance Best Practices
WHAT WE DO
WHAT WE DON’T DO
• Rigorous Goal Setting. Rigorous goal setting aligned to our externally disclosed annual and multi-year financial targets
• Stock Ownership. Impose stock ownership and holding criteria that require that each NEO must own a multiple of his or her annual base salary in our common stock, and not sell shares vested from RSUs and PRSUs (net of tax) until the NEO’s stock ownership requirements have been met
• Monitor Risks. Closely monitor risks associated with our compensation program and individual compensation decisions to ensure they do not encourage excessive risk taking
• Independent Compensation Consultant. Retain an independent compensation consultant to assess the market for the determination of our executive compensation elements and targets on an annual and ongoing basis
• Stockholder Engagement. Engage stockholders by seeking feedback on compensation of named executive officers, including consideration of the annual non-binding advisory vote on the Company’s executive compensation
• Compensation Recoupment Policies. Compensation recoupment policies that require recoupment of compensation in specific situations including a restatement of the Company’s financial statements and allow further discretionary recoupment of compensation in certain circumstances, including material financial, operational or reputational harm to the Company caused by an executive officer’s breach of law or the Company’s policies or his or her failure, in violation of his or her duties, to manage or monitor conduct or risks
• Restrictive Covenants. Restrictive covenants in executive employment agreements
• No tax gross-ups, including no excise tax “gross-ups” upon change in control
• No discounting, reloading or re-pricing of stock options without stockholder approval
• No “single-trigger” accelerated vesting of equity-based awards upon change in control
• No multi-year guaranteed incentive awards for senior executives
• No director or employee hedging or pledging of Company securities permitted
• No excessive perquisites
• No payout of dividends or equivalents on unvested RSUs or PRSUs until the vesting of such equity
• No “liberal share recycling” of shares used for taxes or option exercises
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EXECUTIVE COMPENSATION
Review of Pay Relative to Peer Groups
In determining 2023 compensation opportunities, the Human Resources Committee adopted a peer group of sixteen companies intended to be closely aligned with the size and nature of operations of the Company’s business (the “Peer Group”). The Peer Group is identified below (at the time, the median revenue approximated $4 billion; Dentsply Sirona revenue approximated $3.9 billion):
Peer Group
Align Technology, Inc. (ALGN)
Hologic, Inc. (HOLX)
ResMed Inc. (RMD)
Avantor, Inc. (AVTR)
Illumina, Inc. (ILMN)
STERIS plc (STE)
Enovis Corporation (ENOV)
Integra LifeSciences Holding Corporation (IART)
Teleflex Incorporated (TFX)
Envista Holdings Corporation (NVST)
Mettler-Toledo International Inc. (MTD)
The Cooper Companies, Inc. (COO)
Henry Schein, Inc.(HSIC)
PerkinElmer, Inc. (PKI)
Zimmer Biomet Holdings Inc. (ZBH)
For 2023, the Human Resources Committee removed Agilent Technologies, Inc., Edwards Lifesciences Corp. and Hill-Rom Holdings, Inc. and added Enovis Corporation and Integra LifeSciences Holding Corporation to the Company’s peer group to reflect peers with equivalent size and market capitalization deemed most comparable to the Company. The compensation levels for the NEOs were determined by considering the Peer Group and a selection of companies of similar size, industry and complexity, from a broad compensation survey provided by Aon Radford’s 2023 Global Technology Survey (the “Radford Survey Peer Group”), (together with the Peer Group, the “Peer Groups”).
Data from the Peer Groups were considered by the Human Resources Committee in evaluating the amount and proportions of base pay, annual incentive pay and long-term compensation, as well as the targeted total compensation value for Mr. Campion as our President and Chief Executive Officer, and Mr. Coleman as our Executive Vice President, Chief Financial Officer. The Radford Survey Peer Group was considered in evaluating the compensation of Mr. Frank as our Executive Vice President, Chief Business Officer, Mr. Rosenzweig as our Executive Vice President, Corporate Development, General Counsel and Secretary, and Mr. Johnson as our Senior Vice President, Chief Supply Chain Officer.
The analysis by Frederic W. Cook & Co., Inc. (the “Independent Compensation Consultant”) reflected that in general, the targeted total direct compensation (base salary, annual incentive targets and equity awards, and one-time awards) of the Company’s executive officers was typically within 10% of the market median overall, as reflected in the Peer Groups’ data. This is affected by the performance and experience of each executive officer and the performance of the Company relative to the performance targets established in the annual and PRSU incentive plans and actual payout can be higher or lower than the expected percentile depending on performance.
The Human Resources Committee did not consider the overall wealth accumulation of executives in establishing the 2023 levels of compensation, except (1) as it relates to meeting the Company’s stock ownership guidelines for officers; (2) to the extent the prior year’s compensation is considered in the comparative analysis described above; and (3) in recognition that the Company’s compensation program provides the opportunity over time for executives to build additional wealth that is aligned with stockholders.
Determination of 2023 Executive Compensation
The Company’s intention in developing total annual compensation for executives is to balance creating value for our stockholders with providing meaningful compensation to our NEOs that recognizes their contributions to the organization and supports their value creation initiatives. Salary ranges, annual incentive plan targets and equity compensation targets were developed using a “total direct compensation” perspective which considers all components of compensation.
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EXECUTIVE COMPENSATION
Overview
The table below outlines each of the principal elements of the Company’s executive compensation program:
Pay Element
Base Salary
Annual Cash
Incentive
PRSU
RSU
Stock Options
Who Receives
All NEOs 
When Granted
Annually 
Form of Delivery
Cash 
Equity 
Type of Performance
Short-term emphasis (fixed)
Short-term
emphasis
(variable)
Long-term emphasis (variable)
Performance Period
1 year
1 year
3 years
3 years (ratable annual vesting)
3 years
(ratable annual vesting)
How Payout Determined
Human Resources Committee determination
Pre-established
formula with strategic objective modifiers
Pre-established formula and also based on stock price
Vested value depends on stock price at vesting dates multiplied by number of shares vesting
Stock price appreciation between grant and exercise
2023 Performance Measures
Individual
Organic net sales (50%) and adjusted EBITDA margin percentage (50%)
Strategic objective modifiers can increase or decrease payout by +/- 20%
Adjusted EPS (40% weighting), Organic Sales (40% weighting), measured over three one-year periods, and Relative TSR (20% weighting) measured over the three-year period, and cliff vesting after three years
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EXECUTIVE COMPENSATION
Determination of 2023 Compensation for Named Executive Officers
For our NEOs, the Human Resources Committee adopted the annual compensation program structure based on an annual review, described in more detail below, that used the 50th percentile of the Peer Groups as the reference point and determined target compensation for each NEO within a range of median based on experience and role while also ensuring that actual realized pay is based on performance.
Roles in Executive Compensation
The Human Resources Committee established 2023 compensation for the NEOs and the full Board of Directors approved the 2023 compensation for Mr. Campion, our President and Chief Executive Officer. The Human Resources Committee was assisted in its work regarding executive compensation by the Company’s Corporate Human Resources Department and considered recommendations from the Chief Executive Officer regarding compensation for the NEOs other than himself. In addition, with respect to the compensation established for the NEOs in 2023, the Human Resources Committee engaged the Independent Compensation Consultant to advise on matters related to the compensation of the Chief Executive Officer and the other NEOs.
After consideration of the independence assessment factors provided under the listing standards of The Nasdaq Global Select Market, the Human Resources Committee determined that the Independent Compensation Consultant is independent and that the work that it performed in 2023 did not raise any conflicts of interest.
Determination of Annual Base Salaries
In establishing 2023 base salaries of the Company’s executives, the Human Resources Committee strove to reflect the external market value of a particular role as well as the experience and qualifications that each incumbent executive brings to the role. The primary purpose of the Company’s base salaries is to pay a fair, market competitive predictable level of income in order to attract and retain key executives. Base salary adjustments generally are considered annually and are awarded based on individual performance, level of responsibilities, competitive data from review of the Peer Groups, employee retention efforts, annual salary budget guidelines and the Company’s overall compensation philosophies discussed above. Base salaries are targeted to the 50th percentile of the salaries paid by the Peer Groups for a comparable role in order to ensure that the Company is able to compete in the market for outstanding employees without unduly emphasizing fixed compensation, but may be higher or lower based on individual performance, experience, additional responsibilities and other factors.
The starting point for the Human Resources Committee in establishing 2023 base salaries and annual incentive awards at the beginning of 2023 was to review the salaries, target annual cash (at 100% achievement) and total direct compensation of the executive officers against these same compensation levels for comparable positions in the Peer Groups. Once the Human Resources Committee established the appropriate range for base salaries, the Human Resources Committee adjusted the base salary of the individual executive officer based on consideration of several factors, including individual performance, Company performance, the experience level of the executive, the nature and breadth of the executive’s responsibilities, and retention considerations.
The approved annual base salaries for the NEOs are as follows:
Named Executive Officer
2023
Annual
Base Salary
2022
Annual
Base Salary
Change
(%)
Simon D. Campion
$1,000,000
$1,000,000
0%
Glenn G. Coleman
$650,000
$625,000
4%
Richard C. Rosenzweig(1)
$550,000
N/A
Andreas G. Frank
$728,000
$700,000
4%
Robert (Tony) A. Johnson(1)
$546,000
N/A
(1)
Mr. Rosenzweig and Mr. Johnson were not NEOs for the Company in 2022.
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EXECUTIVE COMPENSATION
Please see the “Summary Compensation Table” below for actual base salaries paid to the NEOs during 2023. The 2023 annual base salary increases took effect on March 27, 2023.
Determination of Annual Incentive Award Opportunities
Rationale
As discussed above under “Compensation Philosophy and Objectives,” the Human Resources Committee believes in the importance of having a significant portion of an executive’s total annual cash compensation tied to the annual performance of the Company and its businesses. It was intended that this component of the total compensation opportunity be competitive with the market, while also rewarding executives with above-market pay for exceptional performance and paying below market for performance that fails to meet the objectives established by the Human Resources Committee. The Human Resources Committee believes that employees in higher level positions should have a higher proportion of their total compensation delivered through pay-for-performance cash incentives in order for their total annual compensation to be more significantly correlated, both upward and downward, to the Company’s performance. The Human Resources Committee believes this approach helps to align the compensation and objectives of the executives with the Company and its stockholders.
Process
The Human Resources Committee annually reviews and establishes compensation threshold, target and maximum performance and payout levels for annual incentive opportunities applicable for the performance year. These levels generally are established at the beginning of the performance year in connection with the approval of the Company’s budget for such year. In 2023, the targets were again reviewed. In establishing the target payouts, the Human Resources Committee evaluated the compensation levels in the Peer Groups. The Human Resources Committee established performance targets for the executive officers, which if achieved at the 100% level, would result in annual incentive payouts that, in combination with base salary, would be competitive in the 50th percentile range of the total annual cash compensation of comparable positions in the Peer Groups. If the Company exceeds the targets established by the Human Resources Committee, the executives are rewarded with higher annual incentive payouts and if the Company falls below the targets, the executives’ bonuses are reduced below the 100% target level, including possibly to zero. The general principle in setting targets and measuring performance is that management is responsible and accountable for achieving the annual financial results and strategic priorities of the Company.
2023 Annual Incentive Targets
Consistent with the principles outlined above, the annual incentive targets for the NEOs for the 2023 AIP (as further described below) that were set for 2023 ranged from 70% to 125% of base salary depending on the executive’s position, as set forth below.
Named Executive Officer
Target Annual Incentive Payout
as Percent of Salary
Simon D. Campion
125%
Glenn G. Coleman
80%
Richard C. Rosenzweig
75%
Andreas G. Frank
75%
Robert (Tony) A. Johnson
70%
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2023 Annual Incentive Performance Measures
The 2023 AIP provided for potential cash incentive payments based on achievement of performance criteria during fiscal year 2023. As approved in February 2023, the Human Resources Committee established thresholds, targets and maximums for funding of 2023 AIP based on organic net sales, which was weighted at 50%, and adjusted EBITDA margin percentage, which was weighted at 50%, with minimum specified thresholds required for the baseline funding of the plan.
Upon achievement of the organic net sales and adjusted EBITDA margin percentage objectives that result in the baseline funding of the 2023 AIP, the Human Resources Committee chose strategic objective modifiers which could increase or reduce 2023 AIP payout.
Financial Objective and Baseline Funding Mechanism/Determination
The funding levels for the 2023 AIP, as originally set in February 2023, for the achievement of the performance criteria range from 0% to 200% of the target payout, depending on the achievement of such criteria. The following table sets forth the organic net sales threshold, target and stretch goals:
Organic Net
Sales(1)
% Growth
% of Target
Payout Level
Threshold
$3,838 million
-2.2%
97%
50%
Target
$3,955 million
0.8%
100%
100%
Maximum
$4,120 million
5.0%
104%
200%
(1)
Organic net sales is a Non-GAAP financial measure which excludes certain items. Please see Appendix C – “Organic Sales” for a reconciliation of Organic Net Sales to the corresponding GAAP information.
The following table sets forth the adjusted EBITDA margin percentage threshold, target and stretch goals:
Adjusted
EBITDA Margin
Percentage(1)
% of Target
Payout Level
Threshold
16.8%
89%
50%
Target
18.8%
100%
100%
Maximum
21.0%
112%
200%
(1)
Adjusted EBITDA Margin Percentage is a Non-GAAP financial measure. Please see Appendix C – “Adjusted EBITDA and Margin” for a reconciliation of Adjusted EBITDA Margin to the corresponding GAAP information.
The above targets were set with the assumption of continued internal and external challenges, including foreign exchange headwinds, risks of global recession, inflationary challenges, the continuation of lower post-Covid-19 patient traffic levels, and ongoing supply chain constraints.
Strategic Objective Modifiers to Baseline Funding of 2023 AIP
Upon achievement of the organic net sales and adjusted EBITDA margin percentage objectives that result in the baseline funding of the 2023 AIP, the Human Resources Committee chose various strategic objective modifiers, including remediation of the Company’s material weaknesses, limitation of voluntary turnover, sales of imaging products, and on-time launches of identified products. Each of the four strategic objective modifiers could result in an increase or decrease of the 2023 AIP payout by 5%, or an aggregate increase or decrease of 20%. Additionally, the strategic objective modifier impact is reduced to +/- 10% if the baseline funding level of the 2023 AIP is less than 100% and such strategic objective modifiers cannot increase the payout to more than 100% or to less than 90%. The Human Resources Committee then reviews management’s recommendations and each NEO’s individual performance during 2023 in order to determine final payout amounts.
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In February 2024, the Human Resources Committee reviewed the Company’s financial performance for 2023 and approved a baseline funding of the 2023 AIP at a level of 96.7%. Thereafter, The Human Resources Committee reviewed the strategic objective modifiers, and determined the following results:
Strategic Objective Modifier (+/-5% per Objective)
Impact
Remediation of Material Weaknesses
5%
Imaging Products Sold
5%
Voluntary Turnover
5%
On-Time Product Launches
1%
Total
16%
However, since the baseline funding level of the 2023 AIP was less than 100%, management reviewed the Company’s performance and recommended to the Human Resources Committee that it utilize its discretion to limit the strategic modifier impact to +0.3%, resulting in a 97.0% payout level. The Human Resources Committee reviewed management’s recommendation and further reviewed the Company’s performance and ultimately used its discretion to fund the 2023 AIP at the baseline funding level of 97.0%.The Human Resources Committee then reviewed the individual performance of the CEO and approved a payout at the baseline funding level. Finally, consistent with the terms of the 2023 AIP, the CEO and the Human Resources Committee reviewed individual performance of the other NEOs. The Human Resources Committee approved a payout level of 101.9% for Mr. Coleman in recognition of his implementation of processes that have garnered greater financial stability and the successful launch of the ERP initiative. The Human Resources Committee approved a payout level of 101.9% for Mr. Rosenzweig in recognition of his upgrade of internal compliance processes and implementation of best practices for corporate governance. Finally, the Human Resources Committee approved a payout level of 104.8% for Mr. Johnson in recognition of his optimization of the Company’s global supply chain processes and systems. As a result, the following actual payouts were made.
Named Executive Officer
Bonus Plan
Target $
Funding and
Payout
Level
Actual
Payout
Amount
Payout as % of
Base Salary
Simon D. Campion
$1,250,000
97.0%
$1,212,500
121.3%
Glenn G. Coleman
$520,000
101.9%
$529,620
81.5%
Richard C. Rosenzweig
$412,500
101.9%
$420,131
76.4%
Andreas G. Frank
$546,000
97.0%
$529,620
72.8%
Robert (Tony) A. Johnson
$382,200
104.8%
$400,393
73.3%
Determination of Annual Equity Incentive Compensation
The third principal component of the 2023 annual total compensation for the Company’s executives was the award of equity incentives designed to reward long-term performance.
Our annual long-term incentive program for all NEOs is comprised of three components in 2023:
Performance-based restricted stock unit (“PRSU”) awards based on accomplishment of specific three-year performance objectives;
Stock option awards designed to reward stock price growth; and
Time-based restricted stock unit (“RSU”) awards designed to incentivize alignment with stockholders’ interests.
The Human Resources Committee believes that equity incentive compensation serves an essential purpose in: (i) attracting and retaining senior executives, (ii) providing them with long-term incentives to maximize stockholder value, (iii) aligning the interests of the executive officers with those of our stockholders, and (iv) incentivizing the ongoing efforts required by the
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executive team to achieve the successful execution of the strategic plan and the restructuring of the Company and to further link the compensation of executives to the value created for stockholders. A strong performance-based link is created between stockholder value and executive pay through (i) the long-term performance objectives and stock price performance of the PRSUs, (ii) the fact that stock options gain value to the executive only when and to the extent that share price exceeds the exercise price of the option, and (iii) RSUs gain and lose value in the same way and extent as experienced by the stockholders.
Equity Award Grant Practices
Long-term incentive awards for executive officers generally are made annually, as part of the total remuneration approach to executive compensation. Each NEO’s annual awards were made in March 2023 and each such award was made pursuant to the DENTSPLY SIRONA Inc. 2016 Omnibus Incentive Plan (as amended, the “Equity Plan”).
Annual Equity Award Guidelines and Grant Allocations
Guidelines for the size and type of awards were developed based upon, among other factors, the review of the Peer Groups’ data, input from the Independent Compensation Consultant, shares available for grant under the Equity Incentive Plans, the executive’s position in the Company, his or her contributions to the Company’s objectives, and total direct compensation, as compared to the Peer Groups. Equity awards comprised a larger portion of the NEOs’ compensation than any other component of the executive’s annual total compensation to more closely align their compensation and interests with the interests of stockholders. The Human Resources Committee also took into consideration the Company’s performance against its business and financial objectives and its strategic plan, individual performance, as well as the allocation of overall share usage under the Company’s equity incentive plans. Annual equity grants to all NEOs made in 2023 were allocated, assuming annualized expected value of total equity incentive compensation at target performance attainment, as follows:

The splits for the equity awards of the NEOs between stock options, RSUs, and PRSUs were based both on comparisons to the market and the overall risk/reward tradeoff. As the Peer Groups’ data varies somewhat by position, the Human Resources Committee generally targeted the equity incentive compensation at or near the median of the Peer Groups at target performance, with an opportunity for incentive compensation to exceed the median if performance is above target.
Annual Equity Compensation
PRSUs (50% of target total annual equity value)
Annual PRSUs awarded in 2023 will result in the issuance of actual shares of Dentsply Sirona common stock provided the Company achieves certain financial targets over the years 2023, 2024, and 2025. The number of shares issued will be linked to the Company’s performance as measured by adjusted EPS (40% weighting), Organic Sales Growth (40% weighting), and Total Shareholder Return (“TSR”) relative to the S&P 500 index (20% weighting). These performance criteria were selected because they align with Dentsply Sirona’s financial objectives communicated to stockholders, and the Human Resources Committee believes that they are important drivers of long-term stockholder value. Attainment of adjusted EPS and Organic
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Sales performance criteria is measured separately for each calendar year during the three-year performance period, with each year weighted as follows: 2023 (50%), 2024 (30%) and 2025 (20%). Each year’s target is established by multiplying the actual results from the prior calendar year by a growth percentage defined and approved by the Human Resources Committee prior to the granting of the award.
Excluding shares issued pursuant to dividend equivalent rights, the number of shares delivered at the end of the three-year performance period, ending December 31, 2025, may be anywhere from 0% to 200% of the target number of shares awarded, depending on the performance of the Company during the performance period. However, an executive may forfeit all or a portion of such shares if he or she does not remain employed by the Company throughout the three-year performance period. This design was first implemented for the 2021 PRSUs to increase the short-term retentive value of the award while keeping the 3-year cliff vesting approach in order to maintain focus on our longer-term performance.
The following table sets forth the Company’s TSR performance and payout range for 2023 grants, which has a metric weight of 20%, measured over the period of January 1, 2023 to December 31, 2025, relative to the TSR of the S&P 500 companies:
TSR(1)(2)
Threshold
Target
Maximum
Percentile
25th
50th
75th
Payout
50%
100%
200%
(1)
TSR is defined to include stock price appreciation and dividends paid over the relevant period.
(2)
Measurement period of January 1, 2023 to December 31, 2025.
2023-2025 Performance Restricted Stock Units
The following table sets forth the adjusted EPS and organic sales metrics in the 2023 PRSUs and the Company’s actual 2023 results:
2023-2025 Performance Restricted Stock Units
Performance Metric
Metric
Weight
Threshold
(50%) 
Target
(100%)
Maximum
(200%)
Result
Achievement
%
Weighted
Result
Adjusted EPS(1)
40%
$1.73   
$1.94   
$2.15   
$1.83
78.6%
39.3%
Performance Metric
Metric
Weight
Threshold
(50%) 
Target  
(100%)
Maximum
(200%)
Result
Achievement
%
Weighted
Result
Organic Sales(1)
40%
$3,838
$3,955
$4,120
$4,010
133.3%
66.7%
Performance Metric
Metric
Weight
Threshold
(50%)
Target
(100%)
Maximum
(200%)
Result
Achievement %
Weighted
Result
Total Shareholder Return
20%
25th
50th
75th
58th %ile
132.6%
26.5%
(1)
Adjusted EPS and Organic Sales are non-GAAP financial measures which excludes certain items. Please see Appendix C – “Adjusted EPS” and “Organic Sales” for a reconciliation of Adjusted EPS and Organic Sales to the corresponding GAAP information.
The SEC rules provide that the Company does not have to disclose confidential financial information if doing so would result in competitive harm to the Company. The specified Adjusted EPS and Organic Sales targets for 2024 and 2025 are maintained by the Company as confidential and proprietary information and, therefore, the Human Resources Committee believes that disclosure of such information prior to completion of the performance period would result in competitive harm to the Company.
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2022-2024 Performance Restricted Stock Units
The following table sets forth the Adjusted EPS and Organic Sales metrics in the 2022 PRSUs and the Company’s actual results from 2023:
2022-2024 Performance Restricted Stock Units
Performance Metric
Metric
Weight
Threshold
(50%) 
Target  
(100%)
Maximum
(250%)
Result
Achievement
%
Weighted
Result
Adjusted EPS(1)
40%
$2.20   
$2.30   
$2.41   
$1.83
0%
0%
Performance Metric
Metric
Weight
Threshold
(50%) 
Target  
(100%)
Maximum
(250%)
Result
Achievement
%
Weighted
Result
Organic Sales(1)
40%
$3,922
$4,098
$4,275
$4,010
75.0%
22.5%
Performance Metric
Metric
Weight
Threshold
(25%) 
Target  
(100%)
Maximum
(250%)
Result
Achievement
%
Weighted
Result
Total Shareholder Return
20%
25th
50th
75th
13th %ile
0%
0%
(1)
Adjusted EPS and Organic Sales are non-GAAP financial measures which excludes certain items. Please see Appendix C – “Adjusted EPS” and “Organic Sales” for a reconciliation of Adjusted EPS and Organic Sales to the corresponding GAAP information.
The SEC rules provide that the Company does not have to disclose confidential financial information if doing so would result in competitive harm to the Company. The specified Adjusted EPS and Organic Sales targets for 2024 are maintained by the Company as confidential and proprietary information and, therefore, the Human Resources Committee believes that disclosure of such information prior to completion of the performance period would result in competitive harm to the Company.
2021-2023 Performance Restricted Stock Units
None of the NEOs hold 2021 PRSUs. However, the following table sets forth the Adjusted EPS, Organic Sales and Total Shareholder Return metrics in the 2021 PRSUs and the final payout results:
2021-2023 Performance Restricted Stock Units
Performance
Metric
Year
Metric
Weight
Year 
Weight
Threshold
(50%) 
Target 
(100%)
Maximum
(250%)
Result
Achievement
%
Weighted
Result
Adjusted EPS(1)
2021
40%
50%
$2.45
$2.70
$2.95
$2.82
172%
86%
2022
40%
30%
$2.93
$3.07
$3.22
$2.09
0%
0%
2023
40%
20%
$2.20
$2.30
$2.41
$1.83
0%
0%
Weighted EPS Result
34.4%
Performance
Metric
Year
Metric
Weight
Year 
Weight
Threshold
(50%) 
Target 
(100%)
Maximum
(250%)
Result
Achievement
%
Weighted
Result
Revenue (2021) or
Organic Sales
(2022 and 2023)(1)
2021
40%
50%
$3,945
$4,175
$4,405
$4,231
137%
68.3%
2022
40%
30%
$4,231
$4,400
$4,569
$4,208
0%
0%
2023
40%
20%
$3,922
$4,079
$4,236
$4,010
78%
15.6%
Weighted Organic Sales Result
33.5%
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Performance
Metric
Year
Metric
Weight
Year 
Weight
Threshold
(50%) 
Target 
(100%)
Maximum
(250%)
Result
Achievement
%
Weighted
Result
Total Shareholder Return
2021
to 
2023
20%
100%
25th
50th
75th
7th %ile
0%
0%
Total Payout
67.9%
(1)
Adjusted EPS and Organic Sales are non-GAAP financial measures which excludes certain items. Please see Appendix C – “Adjusted EPS” and “Organic Sales” for a reconciliation of Adjusted EPS and Organic Sales to the corresponding GAAP information. For calendar years 2022 and 2023, Revenue was calculated on the basis of “Organic Sales.”
The actual number of shares awarded is calculated by interpolating the actual performance between the various target levels on a straight-line basis. PRSUs were granted with dividend equivalent rights subject to the same conditions and vesting periods as the PRSUs. Further details regarding PRSU grants to the 2023 NEOs are provided below under “Executive Compensation Tables – 2023 Grants of Plan-Based Awards.”
The SEC rules provide that the Company does not have to disclose confidential financial information if doing so would result in competitive harm to the Company. The specified adjusted EPS targets for 2024 and 2025 are maintained by the Company as confidential and proprietary information and, therefore, the Human Resources Committee believes that disclosure of such information prior to completion of the performance period would result in competitive harm to the Company.
Options (25% of target total annual equity value)
Stock options were granted at the closing price on the day of the grant and accordingly, will have value only if the market price of the Company’s common stock increases after the grant date. The 2023 stock option grants vest and become exercisable over three years—one-third on each of the first three anniversaries following grant—and are exercisable for a maximum of ten years from the grant date, subject to earlier expiration in the event of certain terminations of employment. The Company’s stock options are typically approved at the Board meeting in February each year (in 2023, the grant was made in March), with a grant date that is generally two business days after the Company’s report of financial results for the prior year. Any grants for newly hired executive officers that are approved by the Human Resources Committee generally occur on the executive officer’s employment date, if such date is during the Company’s open trading window, or, if such date is not during the Company’s open trading window, two business days after the Company’s report of quarterly or annual financial results. Further details regarding option grants to the 2023 NEOs are provided below under “Executive Compensation Tables – 2023 Grants of Plan-Based Awards.”
RSUs (25% of target total annual equity value)
RSUs awarded in 2023 vest over three years—one-third on each of the first three anniversaries following grant. RSUs were granted with dividend equivalent rights subject to the same conditions and vesting periods as the RSUs. Further details regarding RSU grants to the 2023 NEOs are provided below under “Executive Compensation Tables — 2023 Grants of Plan-Based Awards.”
The following table sets forth the individual and target total values of annual equity awards for each Named Executive Officer:
Named Executive Officer
PRSU
Target Value
Stock
Option Value
RSU Value
Total
Target Value
Simon D. Campion
$3,191,761
$1,437,346
$1,437,486
$6,066,594
Glenn G. Coleman
$1,387,692
$624,442
$624,992
$2,637,126
Richard C. Rosenzweig
$860,375
$386,978
$387,516
$1,634,869
Andreas G. Frank
$1,248,952
$562,877
$562,505
$2,374,334
Robert (Tony) A. Johnson
$721,636
$325,413
$324,990
$1,372,039
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Off-Cycle Compensation Awards
The Board and the Human Resources Committee retain the discretion to approve, and from time to time make, awards of compensation to executives outside of the typical annual cycle or otherwise on a limited basis, such as new hire arrangements, promotional awards, and other special awards and compensation arrangements for retention and incentive purposes.
Pursuant to his offer letter, Mr. Richard C. Rosenzweig received a new hire equity grant of RSUs with a grant date fair value of $1.5 million vesting ratably over three years subject to continued employment in recognition of his tenure and experience and the equity that Mr. Rosenzweig forfeited by leaving his prior employment.
Other Compensation Matters
Post-Termination Arrangements
Termination of Employment
The Company has entered into employment agreements or offer letters with all of the 2023 NEOs, which include certain post-termination arrangements. The Human Resources Committee determined that this is in the best interest of the Company in order to ensure executives focus on serving the Company and stockholder interests without the distraction of possible job and income loss. Details regarding the post-termination arrangements are set forth below under “Employment Agreements/Offer Letters and Potential Payments Upon Termination or Change in Control.”
Additionally, in May 2022, the Human Resources Committee adopted the Key Employee Severance Benefits Plan, which was then subsequently amended in November 2022. Details regarding the Key Employee Severance Benefits Plan are set forth below under “Key Employee Severance Benefits Plan.”
Details regarding potential payment adjustments in the event that payments or benefits to a NEO would be considered an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), are provided below under “Employment Agreements/Offer Letters and Potential Payments Upon Termination or Change in Control,” and under the heading “Certain Adjustments in Payments to Named Executive Officers.”
Details regarding the estimated amounts that each NEO would receive in the event of a termination are set forth below under “Estimated Payments Payable to a NEO Upon Termination or Change in Control.”
Termination following Change in Control
The Human Resources Committee believes that certain executive officers, including certain NEOs, who are terminated without “Cause” (as defined in the employment agreements, offer letters or the Key Employee Severance Benefit Plan, as described below, as applicable) or elect to resign with “Good Reason” (as defined in the employment agreements or the Key Employee Severance Benefit Plan, as described below, as applicable) within two years of a change in control (as defined in the employment agreements or the Key Employee Severance Benefit Plan, as applicable) of the Company should be provided separation benefits. These benefits are intended to ensure that those executives focus on serving the Company and stockholders during the pendency of a potential change in control transaction or activity without the distraction of possible job and income loss.
The Company’s change in control benefits were viewed as consistent with the practices of companies with whom the Company competes for talent, and are intended to assist in retaining executives and recruiting new executives to the Company. As of the close of a transaction that results in a change in control of the Company, in accordance with the Equity Incentive Plans, all outstanding equity grants awarded as part of the Company’s equity incentive compensation program become available to executives – that is, restrictions on all outstanding restricted stock units lapse, any performance conditions imposed with respect to such awards are deemed to be achieved at the target level of performance, and all non-exercisable stock options become exercisable – in the event of a termination as described in the preceding paragraph, or in the event any outstanding award is not assumed or substituted in connection with the change in control.
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