DEF 14A of Dentsply Sirona Inc., Apr 10, 2024

DEF 14A of Dentsply Sirona Inc.

Filed Apr 10, 2024 · FY20230001140361-24-019103

Open on EDGAR

  1. PROPOSAL NO. 1: ELECTION OF DIRECTORS: BOARD NOMINEES

    PROPOSAL NO. 1: ELECTION OF DIRECTORS: BOARD NOMINEES

  2. 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 |

  3. ELECTION OF DIRECTORS

    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.

  4. Board Diversity, Tenure and Independence

    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.

  5. Board Diversity, Tenure and Independence

    | 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 | | | |

  6. Board Diversity, Tenure and Independence

    To see the Company’s Fiscal Year 2022 Board Diversity Matrix, please see the proxy statement filed with the SEC on April 14, 2023.

  7. Director Biographies

    Director Biographies Set forth below are the biographies of our Director nominees up for election or re-election at our Annual Meeting.

  8. Director Biographies

    | 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. |

  9. Director Biographies

    | 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. |

  10. Director Biographies

    | 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. |

  11. Director Biographies

    | 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. |

  12. Director Biographies

    | 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. |

  13. Director Biographies

    | 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. |

  14. Director Biographies

    | 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. |

  15. Director Biographies

    | 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. |

  16. Director Biographies

    | 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. |

  17. Director Biographies

    | 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. |

  18. Director Biographies

    | 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. |

  19. Director Biographies

    | 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. |

  20. Director Biographies

    | 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. |

  21. Director Biographies

    | 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. |

  22. Director Biographies

    | 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. |

  23. Director Biographies

    | 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. |

  24. Director Biographies

    | 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. |

  25. Director Biographies

    | 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. |

  26. Director Biographies

    | 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. |

  27. Director Biographies

    | 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. |

  28. Director Biographies

    | Recommendation of the Board The Board unanimously recommends a vote FOR the election of each director nominee listed above |

  29. Directors’ Compensation

    | 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 |

  30. Summary of 2023 Compensation Actions

    | 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 |

  31. Compensation Philosophy and Objectives

    | • | 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. |

  32. Compensation Philosophy and Objectives

    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.

  33. 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 |

  34. Review of Pay Relative to Peer Groups

    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):

  35. Review of Pay Relative to Peer Groups

    | 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) |

  36. Review of Pay Relative to Peer Groups

    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.

  37. Overview

    | | 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 | — | — |

  38. Determination of Annual Base Salaries

    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:

  39. Determination of Annual Incentive Award Opportunities

    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.

  40. 2023 Annual Incentive Targets

    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.

  41. 2023 Annual Incentive Targets

    | 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% |

  42. 2023 Annual Incentive Performance Measures

    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:

  43. 2023 Annual Incentive Performance Measures

    | | 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% |

  44. 2023 Annual Incentive Performance Measures

    | (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. |

  45. 2023 Annual Incentive Performance Measures

    The following table sets forth the adjusted EBITDA margin percentage threshold, target and stretch goals:

  46. 2023 Annual Incentive Performance Measures

    | | Adjusted EBITDA Margin Percentage(1) | % of Target | Payout Level | | Threshold | 16.8% | 89% | 50% | | Target | 18.8% | 100% | 100% | | Maximum | 21.0% | 112% | 200% |

  47. 2023 Annual Incentive Performance Measures

    | (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. |

  48. 2023 Annual Incentive Performance Measures

    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. 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:

  49. 2023 Annual Incentive Performance Measures

    | 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% |

  50. 2023 Annual Incentive Performance Measures

    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.

  51. 2023 Annual Incentive Performance Measures

    | 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% |

  52. Determination of Annual Equity Incentive Compensation

    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:

  53. Determination of Annual Equity Incentive Compensation

    | • | Performance-based restricted stock unit (“PRSU”) awards based on accomplishment of specific three-year performance objectives; |

  54. Determination of Annual Equity Incentive Compensation

    | • | Stock option awards designed to reward stock price growth; and |

  55. Determination of Annual Equity Incentive Compensation

    | • | Time-based restricted stock unit (“RSU”) awards designed to incentivize alignment with stockholders’ interests. |

  56. Determination of Annual Equity Incentive Compensation

    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 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.

  57. Equity Award Grant Practices

    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”).

  58. Annual Equity Award Guidelines and Grant Allocations

    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.

  59. Annual Equity Compensation

    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 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:

  60. Annual Equity Compensation

    | TSR(1)(2) | Threshold | Target | Maximum | | Percentile | 25th | 50th | 75th | | Payout | 50% | 100% | 200% |

  61. Annual Equity Compensation

    | (1) TSR is defined to include stock price appreciation and dividends paid over the relevant period. |

  62. Annual Equity Compensation

    | (2) Measurement period of January 1, 2023 to December 31, 2025. |

  63. Annual Equity Compensation

    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:

  64. Annual Equity Compensation

    | 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% |

  65. Annual Equity Compensation

    | (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. |

  66. Annual Equity Compensation

    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. The following table sets forth the Adjusted EPS and Organic Sales metrics in the 2022 PRSUs and the Company’s actual results from 2023:

  67. Annual Equity Compensation

    | 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% |

  68. Annual Equity Compensation

    | (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. |

  69. Annual Equity Compensation

    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:

  70. Annual Equity Compensation

    | 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% |

  71. Annual Equity Compensation

    | 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% |

  72. Annual Equity Compensation

    | 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% |

  73. Annual Equity Compensation

    | (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.” |

  74. Annual Equity Compensation

    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:

  75. Annual Equity Compensation

    | 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 |

  76. Off-Cycle Compensation Awards

    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.

  77. Post-Termination Arrangements

    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. Details regarding arrangements in the event of termination following a change in control are set forth below under “Employment Agreements/Offer Letters and Potential Payments Upon Termination or Change in Control,” and under the heading “Estimated Payments Payable to a NEO Upon Termination or Change in Control.”

  78. Key Employee Severance Benefits Plan

    Key Employee Severance Benefits Plan In May 2022, the Human Resources Committee, as part of its ongoing review of the Company’s executive compensation and retention program, approved the terms of the Dentsply Sirona Inc. Key Employee Severance Benefits Plan (the “Severance Plan”) and the Board of Directors ratified such approval. The Severance Plan provides for severance payments and benefits to certain eligible Employees (as defined in the Severance Plan) of the Company, including Mr. Campion, Mr. Coleman, Mr. Frank, Mr. Rosenzweig and Mr. Johnson and each of the Company’s other executive officers, in the event that the applicable Employee (A) resigns for “Good Reason” (which, as defined in the Severance Plan includes a voluntary resignation from the Company that is triggered following a material reduction in the Employee’s base salary, target annual cash bonus opportunity, a relocation of more than 50 miles from his/her principal place of work, and solely for the Company’s Chief Executive Officer, Chief Financial Officer and General Counsel, a material diminution in responsibility or certain changes of control); or (B) is involuntarily terminated by the Company without “Cause” (which, as defined in the Severance Plan, includes committing an act of fraud or an act of malfeasance, recklessness or gross negligence against the Company, breaching a non-compete or non-solicitation agreement or being indicted for or convicted of a felony or crime involving moral turpitude) (each, a “Non-COC Qualified Termination”), with increased severance payments and benefits in connection with, or within two years following a “change of control” (as defined in the Severance Plan) (a “COC Qualified Termination”), or for eligible Employees other than the Chief Executive Officer outside of such a change of control, such Employee’s termination, on or prior to December 31, 2023 (a “Limited Initial Coverage Period Qualified Termination” and, together with a COC Qualified Termination and a Non-COC Qualified Termination, a “Qualified Termination”). Upon a Non-COC Qualified Termination, and subject to his or her satisfaction of the conditions to severance described below, the Chief Executive Officer would be entitled to receive severance pay equal to (A) 2.0 times the sum of: (i) his or her annual base salary; (ii) his or her annual target bonus for the fiscal year including the date of termination; and (iii) 12 months of applicable monthly COBRA charges for continuation of medical, dental and vision insurances on a post-employment basis which are based on his or her active insurance coverage elections at the date of termination plus (B) a prorated annual bonus, if any, payable in the normal course with other executives based upon the actual achievement of performance targets for the fiscal year including the date of termination, plus (C) for any equity-compensation awards held pursuant to the Equity Plan, or any successor omnibus equity plan, if such awards provide for accelerated vesting in the event of termination without Cause, then such awards are also deemed to accelerate vesting in the event of a resignation with Good Reason. Upon a Non-COC Qualified Termination, all eligible Employees other than the Chief Executive Officer would be entitled to receive severance pay equal to (A) 1.0 times the sum of: (i) his or her annual base salary; (ii) his or her annual target bonus for the fiscal year including the date of termination; and (iii) 12 months of applicable monthly COBRA charges for continuation of medical, dental and vision insurances on a post-employment basis which are based on his or her active insurance coverage elections at the date of termination, plus (B) a prorated annual bonus, if any, payable in the normal course with other executives based upon the actual achievement of performance targets for the fiscal year including the date of termination, plus (C) for any equity-compensation awards held pursuant to the Equity Plan, if such awards provide for accelerated vesting in the event of termination without Cause, then such awards are also deemed to accelerate vesting in the event of a resignation with Good Reason. Upon a COC Qualified Termination, and subject to his or her satisfaction of the conditions to severance described below, the Chief Executive Officer would be eligible to receive enhanced severance pay equal to (A) 3.0 times the sum of: (i) his or her annual base salary; (ii) his or her annual target bonus for the fiscal year including the date of termination; and (iii) 12 months of applicable monthly COBRA charges for continuation of medical, dental and vision insurances on a post-employment basis which are based on his or her active insurance coverage elections at the date of termination, plus (B) for any equity-compensation awards held pursuant to the Equity Plan, if such awards provide for accelerated vesting in the event of a “Change in Control” (as defined in the Equity Plan), then “Good Reason” for purposes of accelerated vesting under the Equity Plan shall instead be determined under the definition of Good Reason under the Severance Plan. Pursuant to his employment agreement, Mr. Campion would also be entitled to additional benefits upon a COC Qualified Termination as described below under “Payments Upon Termination and/or Change of Control – Payments Made Upon a COC-Qualified Termination.” Upon a COC Qualified Termination, and subject to his or her satisfaction of the conditions to severance described below, all eligible Employees other than the Chief Executive Officer would be eligible to receive severance pay equal to (A) 2.0 times the sum of: (i) his or her annual base salary; (ii) his or her annual target bonus for the fiscal year including the date of termination; and (iii) 12 months of applicable monthly COBRA charges for continuation of medical, dental and vision insurances on a post-employment basis which are based on his or her active insurance coverage elections at the date of termination, plus (B) for any equity-compensation awards held pursuant to the Equity Plan, if such awards provide for accelerated vesting in the event of a “Change in Control” (as defined in the Equity Plan), then “Good Reason” for purposes of accelerated vesting under the Equity Plan shall instead be determined under the definition of Good Reason under the Severance Plan. Finally, upon a Limited Initial Coverage Period Qualified Termination, any eligible Employees other than the Chief Executive Officer would be entitled to receive severance pay equal to (A) 1.5 times the sum of: (i) his or her annual base salary; (ii) his or her annual target bonus for the fiscal year including the date of termination; and (iii) 12 months of applicable monthly COBRA charges for continuation of medical, dental and vision insurances on a post-employment basis which are based on his or her active insurance coverage elections at the date of termination, plus (B) a prorated annual bonus, if any, payable in the normal course with other executives based upon the actual achievement of performance targets for the fiscal year including the date of termination, plus (C) if such Employee received a retention equity award via notification from the interim Chief Executive Officer on April 27, 2022 (a “Retention Equity Award”), such Retention Equity Award becomes fully vested and nonforfeitable upon the date of such Limited Initial Coverage Period Qualified Termination. Eligibility for a Limited Initial Coverage Period Qualified Termination naturally expired and had no further effect as of 11:59 p.m. EST on December 31, 2023. This provision did not apply to any of the NEOs. As a condition to an eligible Employee’s receipt of severance benefits under the Severance Plan with respect to a Qualified Termination, the Employee must execute and not revoke a General Release and Waiver of all claims against the Company and all its Affiliates (as defined in the Severance Plan).

  79. Key Employee Severance Benefits Plan

    In November 2022, the Human Resources Committee further revised the Key Employee Benefit Severance Plan to incorporate additional changes to the definition of “Cause” effective as of January 1, 2024 and to correct various other immaterial matters.

  80. Assessment of Risk

    | • | Emphasis on Long-Term Equity Incentive Compensation; Overlapping Vesting Periods. The largest percentage of total target direct compensation for our NEOs is provided through long-term equity incentive compensation, which vests over a period of years. This vesting period encourages our senior executives to focus on sustaining and enhancing our Company’s long-term performance. Long-term equity incentive awards are also made annually so that our senior executives always have unvested equity awards that could significantly decrease in value if our business is not appropriately managed for the long-term. |

  81. Assessment of Risk

    | • | Performance-Based Restricted Stock Units. A significant portion of the long-term equity incentive compensation of our named executive officers consists of PRSUs. PRSU payouts are tied to the achievement of certain performance measures, which encourages focus on sustaining our long-term performance. These awards also have overlapping performance periods, so that any risks taken to increase the payout under one award could jeopardize the potential payout under other awards. |

  82. Assessment of Risk

    | • | Performance Measures. A significant portion of awards are made based on the achievement of a variety of balanced performance measures, including financial, strategic objectives and relative total shareholder returns measured over varying timeframes which diversifies the risks associated with any single indicator of performance. We believe these measures are affected by management decisions and correlate to the creation of stockholder value over the long-term. |

  83. Assessment of Risk

    | • | Performance Goals. Tied to both annual and longer-term strategic plans that are approved by the Board of Directors. |

  84. Assessment of Risk

    | • | Role of Human Resources Committee. Members of the Human Resources Committee approve the final payout of the annual incentive awards for our NEOs following a review of executive and Company performance. Final payout for the Chief Executive Officer is ratified by the Board. |

  85. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation earned by the NEOs for the fiscal year ended December 31, 2023:

  86. Summary Compensation Table

    | Name and Principal Position(1) | Fiscal Year | Salary ($) | Bonus(2) ($) | Stock Awards(3) ($) | Option Awards(4) ($) | Non-Equity Incentive Plan Compensation(5) ($) | All Other Compensation(6) ($) | Total ($) | | Simon D. Campion President and Chief Executive Officer | 2023 | 1,000,000 | — | 4,629,248 | 1,437,346 | 1,212,500 | 239,893 | 8,518,987 | | | 2022 | 304,110 | — | 7,000,008 | — | 228,082 | 20,235 | 7,552,435 | | Glenn G. Coleman Executive Vice President, Chief Financial Officer | 2023 | 644,178 | — | 2,012,684 | 624,442 | 529,620 | 85,380 | 3,896,304 | | | 2022 | 166,096 | 300,000 | 2,874,587 | 749,676 | 79,726 | 50,748 | 4,220,833 | | Richard C. Rosenzweig Executive Vice President, Corporate Development, General Counsel and Secretary | 2023 | 464,110 | 250,000 | 2,747,904 | 386,978 | 420,131 | 84,879 | 4,354,002 | | Andreas G. Frank Executive Vice President Chief Business Officer | 2023 | 721,479 | — | 1,811,457 | 562,877 | 529,620 | 121,275 | 3,746,708 | | | 2022 | 481,370 | 1,000,000 | 4,419,220 | 499,762 | 315,000 | 531,766 | 7,247,118 | | Robert (Tony) A. Johnson Senior Vice President, Chief Supply Chain Officer | 2023 | 541,110 | 500,000 | 1,046,625 | 325,413 | 400,393 | 124,218 | 2,937,759 |

  87. Summary Compensation Table

    Amounts in the table above and throughout the Proxy Statement are based on actual values and therefore amounts may not exactly recalculate due to rounding.

  88. Summary Compensation Table

    | 1. | Principal positions are the positions held at the end of 2023, with the exception of Mr. Rosenzweig who 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. |

  89. Summary Compensation Table

    | 2. | Bonus amount for Mr. Rosenzweig is for a one-time cash payment at the start of his role as Senior Vice President, Corporate Development, General Counsel and Secretary and the bonus amount for Mr. Johnson was the second half of his one-time cash payment awarded 6 months after the start of his role as Senior Vice President, Chief Supply Chain Officer. |

  90. Summary Compensation Table

    | 3. | Represents the aggregate grant date fair value for PRSUs at target and RSUs granted in each respective year as computed in accordance with FASB ASC Topic 718. In 2023, the number of shares that could be granted upon the conversion of the annual grant of PRSUs ranges from zero to a maximum of 2 times the target amount. The value of PRSUs assuming the highest level of performance conditions are achieved is as follows: Mr. Campion: $6,383,522; Mr. Coleman: $2,775,384; Mr. Rosenzweig: $1,720,750; Mr. Frank: $2,497,905; and Mr. Johnson: $1,443,271. |

  91. Summary Compensation Table

    | 4. | Represents the grant date full fair value of compensation costs of stock options granted during the respective year for financial statement reporting purposes, using the Black-Scholes option pricing model as computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are similar to those included in Note 14, Equity, to the Company’s Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K. |

  92. Summary Compensation Table

    | 5. | Amounts shown represent the Company’s Annual Incentive Plan awards earned for services provided in 2023 and 2022 that were paid in cash in 2023 and 2022, respectively. |

  93. Summary Compensation Table

    | 6. | Amounts shown are described in the “All Other Compensation” table that follows. |

  94. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table reflects the terms of compensation plan-based awards granted to the NEOs in 2023:

  95. 2023 Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Stock Unit Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Stock Units (3) (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Option Awards (4) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum* (#) | | | | | | Simon D. Campion | | | | | | | | | | | | | Incentive Compensation | | 625,000 | 1,250,000 | 2,500,000 | — | — | — | — | — | — | — | | Annual Equity Grant | | | | | | | | | | | | | RSUs | 3/3/2023 | — | — | — | — | — | — | 37,106 | — | — | 1,437,486 | | PRSUs | 3/3/2023 | — | — | — | 37,107 | 74,213 | 148,426 | — | — | — | 3,191,761 | | Options | 3/3/2023 | — | — | — | — | — | — | — | 114,400 | 38.74 | 1,437,346 | | Glenn G. Coleman | | | | | | | | | | | | | Incentive Compensation | | 260,000 | 520,000 | 1,040,000 | — | — | — | — | — | — | — | | Annual Equity Grant | | | | | | | | | | | | | RSUs | 3/3/2023 | — | — | — | — | — | — | 16,133 | — | — | 624,992 | | PRSUs | 3/3/2023 | — | — | — | 16,133 | 32,266 | 64,532 | — | — | — | 1,387,692 | | Options | 3/3/2023 | — | — | — | — | — | — | — | 49,700 | 38.74 | 624,442 | | Richard C. Rosenzweig | | | | | | | | | | | | | Incentive Compensation | | 206,250 | 412,500 | 825,000 | — | — | — | — | — | — | — | | Annual Equity Grant | | | | | | | | | | | | | RSUs | 3/3/2023 | — | — | — | — | — | — | 10,003 | — | — | 387,516 | | PRSUs | 3/3/2023 | — | — | — | 10,003 | 20,005 | 40,010 | — | — | — | 860,375 | | Options | 3/3/2023 | — | — | — | — | — | — | — | 30,800 | 38.74 | 386,978 | | One-Time Equity Grant | | | | | | | | | | | | | RSUs | 3/3/2023 | — | — | — | — | — | — | 38,720 | — | — | 1,500,013 | | Andreas G. Frank | | | | | | | | | | | | | Incentive Compensation | | 273,000 | 546,000 | 1,092,000 | — | — | — | — | — | — | — | | Annual Equity Grant | | | | | | | | | | | | | RSUs | 3/3/2023 | — | — | — | — | — | — | 14,520 | — | — | 562,505 | | PRSUs | 3/3/2023 | — | — | — | 14,520 | 29,040 | 58,080 | — | — | — | 1,248,952 | | Options | 3/3/2023 | — | — | — | — | — | — | — | 44,800 | 38.74 | 562,877 | | Robert (Tony) A. Johnson | | | | | | | | | | | | | Incentive Compensation | | 191,100 | 382,200 | 764,400 | — | — | — | — | — | — | — | | Annual Equity Grant | | | | | | | | | | | | | RSUs | 3/3/2023 | — | — | — | — | — | — | 8,389 | — | — | 324,990 | | PRSUs | 3/3/2023 | — | — | — | 8,390 | 16,779 | 33,558 | — | — | — | 721,636 | | Options | 3/3/2023 | — | — | — | — | — | — | — | 25,900 | 38.74 | 325,413 |

  96. 2023 Grants of Plan-Based Awards

    | (1) Amounts shown represent threshold, target and maximum amounts for the 2023 AIP reflecting the Bonus Plan. The maximum award under the 2023 AIP reflecting the Bonus Plan is base salary, multiplied by the target incentive compensation percentage, multiplied by 2. The amount in the “Threshold” column assumes the Company achieves the minimum performance levels required for a payout for each metric. Payments or deferrals made under the Annual Incentive Plan for 2023 are shown in the “Non-Equity Incentive Plan Compensation” column of the “Summary |

  97. 2023 Grants of Plan-Based Awards

    Compensation Table For Fiscal Year ended December 31, 2023.” Refer to the “Compensation Discussion and Analysis — Determination of Annual Incentive Award Opportunities” for a description of the performance measures and criteria for payment of Non-Equity Incentive Plan Compensation.

  98. 2023 Grants of Plan-Based Awards

    | (2) These amounts represent the number of PRSUs that may vest depending on attainment of performance targets. The amount in the “Threshold” column shows the number of shares that will be paid out, assuming the Company achieves the minimum performance levels required for a payment of shares for each metric. Performance targets and target awards are described under “Compensation Discussion and Analysis — Determination of Annual Equity Incentive Compensation.” RSUs are credited with dividend equivalents and upon vesting are included in the stock distributed to recipients. |

  99. 2023 Grants of Plan-Based Awards

    | (3) These amounts represent time based-vesting RSUs. RSUs are credited with dividend equivalents and upon vesting are included in the stock distributed to recipients. The terms of these grants are described under “Compensation Discussion and Analysis — Determination of Annual Equity Incentive Compensation.” |

  100. 2023 Grants of Plan-Based Awards

    | (4) The grant date fair value of the 3/3/2023 RSUs and PRSUs, with the cumulative adjusted EPS metric, is the closing stock price on the date of grant of $38.74. The 3/3/2023 grant date fair value of PRSUs with the market-based metric of relative TSR uses the Monte Carlo Simulation method with a value $60.08. The 3/3/2023 grant date fair value of options uses the Black-Scholes option pricing model with a value of $12.564217. Assumptions used in the calculation of these amounts are similar to those included in Note 15, Equity, to the Company’s Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K. |

  101. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End

  102. Outstanding Equity Awards at Fiscal Year End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (Exercisable) (#) | Number of Securities Underlying Unexercised Options (Unexercisable) (1) (#) | Total Number of Securities Underlying Unexercised Options (#) | Option Exercise Price (2) ($) | Option Expiration Date (3) | Number of Stock Units That Have Not Vested (4) (#) | Market Value of Stock Units That Have Not Vested (5) ($) | Equity Incentive Plan Awards: Number of Unearned Stock Units That Have Not Vested (6) (#) | Equity Incentive Plan Awards: Market Value of Stock Units That Have Not Vested (7) ($) | | Simon D. Campion | | | | | | | | | | | Annual Equity Grants | — | 114,400 | 114,400 | 38.74 | 3/3/2033 | — | — | — | — | | | — | — | — | — | — | — | — | 60,035 | 2,136,648 | | | — | — | — | — | — | — | — | 15,009 | 534,180 | | | — | — | — | — | — | 37,522 | 1,335,396 | — | — | | One-Time Equity Grants | — | — | — | — | — | 151,163 | 5,379,902 | — | — | | | — | 114,400 | 114,400 | | | 188,685 | 6,715,298 | 75,044 | 2,670,828 | | Glenn G. Coleman | | | | | | | | | | | Annual Equity Grants | — | 49,700 | 49,700 | 38.74 | 3/3/2033 | — | — | — | — | | | — | — | — | — | — | — | — | 26,102 | 928,976 | | | — | — | — | — | — | — | — | 6,525 | 232,235 | | | — | — | — | — | — | 16,314 | 580,606 | — | — | | One-Time Equity Grants | 24,867 | 49,733 | 74,600 | 31.34 | 11/15/2032 | — | — | — | — | | | — | — | — | — | — | — | — | 38,871 | 1,383,417 | | | — | — | — | — | — | — | — | 9,717 | 345,836 | | | — | — | — | — | — | 16,196 | 576,419 | — | — | | | — | — | — | — | — | 16,714 | 594,840 | — | — | | | 24,867 | 99,433 | 124,300 | | | 49,223 | 1,751,864 | 81,216 | 2,890,464 | | Richard C. Rosenzweig | | | | | | | | | | | Annual Equity Grants | — | 30,800 | 30,800 | 38.74 | 3/3/2033 | — | — | — | — | | | — | — | — | — | — | — | — | 16,183 | 575,963 | | | — | — | — | — | — | — | — | 4,046 | 143,991 | | | — | — | — | — | — | 10,115 | 359,995 | — | — | | One-Time Equity Grants | — | — | — | — | — | 39,154 | 1,393,482 | — | — | | | — | 30,800 | 30,800 | | | 49,269 | 1,753,477 | 20,229 | 719,954 |

  103. Outstanding Equity Awards at Fiscal Year End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (Exercisable) (#) | Number of Securities Underlying Unexercised Options (Unexercisable) (1) (#) | Total Number of Securities Underlying Unexercised Options (#) | Option Exercise Price (2) ($) | Option Expiration Date (3) | Number of Stock Units That Have Not Vested (4) (#) | Market Value of Stock Units That Have Not Vested (5) ($) | Equity Incentive Plan Awards: Number of Unearned Stock Units That Have Not Vested (6) (#) | Equity Incentive Plan Awards: Market Value of Stock Units That Have Not Vested (7) ($) | | Andreas G. Frank | | | | | | | | | | | Annual Equity Grants | 17,134 | 34,266 | 51,400 | 30.60 | 11/16/2032 | — | — | — | — | | | — | 44,800 | 44,800 | 38.74 | 3/3/2033 | — | — | — | — | | | — | — | — | — | — | — | — | 26,541 | 944,582 | | | — | — | — | — | — | — | — | 6,635 | 236,146 | | | — | — | — | — | — | — | — | 23,492 | 836,089 | | | — | — | — | — | — | — | — | 5,873 | 209,022 | | | — | — | — | — | — | 11,059 | 393,587 | — | — | | | — | — | — | — | — | 14,683 | 522,556 | — | — | | One-Time Equity Grants | — | — | — | — | — | 66,351 | 2,361,448 | — | — | | | 17,134 | 79,066 | 96,200 | | | 92,093 | 3,277,591 | 62,541 | 2,225,839 | | Robert (Tony) A. Johnson | | | | | | | | | | | Annual Equity Grants | 2,900 | 5,800 | 8,700 | 30.21 | 11/29/2032 | — | — | — | — | | | — | 25,900 | 25,900 | 38.74 | 3/3/2033 | — | — | — | — | | | — | — | — | — | — | — | — | 4,500 | 160,164 | | | — | — | — | — | — | — | — | 1,125 | 40,032 | | | — | — | — | — | — | — | — | 13,573 | 483,076 | | | — | — | — | — | — | — | — | 3,394 | 120,778 | | | — | — | — | — | — | 1,875 | 66,733 | — | — | | | — | — | — | — | — | 8,483 | 301,909 | — | — | | One-Time Equity Grants | — | — | — | — | — | 56,007 | 1,993,273 | — | — | | | 2,900 | 31,700 | 34,600 | | | 66,365 | 2,361,915 | 22,592 | 804,050 |

  104. Outstanding Equity Awards at Fiscal Year End

    | 1. | Options granted become exercisable over a period of three years after the date of grant at the rate of one-third per year, except that they become immediately exercisable upon death, disability or qualified retirement. The non-exercisable stock options with the following expiration dates vested or will vest as indicated below: |

  105. Outstanding Equity Awards at Fiscal Year End

    Options granted to Messrs. Campion, Coleman, Rosenzweig, Frank and Johnson vested or will vest as follows, as applicable:

  106. Outstanding Equity Awards at Fiscal Year End

    | Expiration Date | Vesting Schedules | | 11/15/2032 | One-third vested November 15, 2023, one-third will vest November 15, 2024 and the remaining one-third will vest November 15, 2025. | | 11/16/2032 | One-third vested November 16, 2023, one-third will vest May 13, 2024 and the remaining one-third will vest May 13, 2025. | | 11/29/2032 | One-third vested November 29, 2023, one-third will vest November 29, 2024 and the remaining one-third will vest November 29, 2025. | | 3/3/2033 | One-third vested March 3, 2024, one-third will vest March 3, 2025 and the remaining one-third will vest March 3, 2026. |

  107. Outstanding Equity Awards at Fiscal Year End

    | 2. | The Company’s stock options are typically approved at the Board meeting in February each year, with a grant date that is generally three trading days after the Company’s report of financial results on Form 10-K for the prior year. |

  108. Outstanding Equity Awards at Fiscal Year End

    | 3. | Stock options generally expire ten years after the grant date. |

  109. Outstanding Equity Awards at Fiscal Year End

    | 4. | RSUs restrictions lapse and the units convert to shares of stock based on the schedules below, except that they become immediately vested upon death, disability or qualified retirement, as applicable. The number of RSUs include dividend equivalent rights that have accrued for dividends payable and are subject to the same conditions and vesting periods as the RSUs originally granted. |

  110. Outstanding Equity Awards at Fiscal Year End

    For Mr. Campion, RSUs with the following grant dates will vest as indicated below:

  111. Outstanding Equity Awards at Fiscal Year End

    | Grant Date | Vesting Schedules | | 11/15/2022 | One-time equity grant of RSUs vested one-third September 12, 2023, one-third will vest September 12, 2024 and the remaining one-third will vest September 12, 2025. | | 3/3/2023 | Annual equity grant of RSUs vested one-third March 3, 2024, one-third will vest March 3, 2025 and the remaining one-third will vest March 3, 2026. |

  112. Outstanding Equity Awards at Fiscal Year End

    For Mr. Coleman, RSUs with the following grant dates will vest as indicated below:

  113. Outstanding Equity Awards at Fiscal Year End

    | Grant Date | Vesting Schedules | | 11/15/2022 | One-time equity grant of RSUs vested one-third November 15, 2023, one-third will vest November 15, 2024 and the remaining one-third will vest November 15, 2025. | | 11/22/2022 | One-time equity grant of RSUs vested one-third November 22, 2023, one-third will vest November 22, 2024 and the remaining one-third will vest November 22, 2025. | | 3/3/2023 | Annual equity grant of RSUs vested one-third March 3, 2024, one-third will vest March 3, 2025 and the remaining one-third will vest March 3, 2026. |

  114. Outstanding Equity Awards at Fiscal Year End

    For Mr. Rosenzweig, RSUs with the following grant dates will vest as indicated below:

  115. Outstanding Equity Awards at Fiscal Year End

    | Grant Date | Vesting Schedules | | 3/3/2023 | Annual equity grant of RSUs vested one-third March 3, 2024, one-third will vest March 3, 2025 and the remaining one-third will vest March 3, 2026. | | 3/3/2023 | One-time equity grant of RSUs vested one-third March 3, 2024, one-third will vest March 3, 2025 and the remaining one-third will vest March 3, 2026. |

  116. Outstanding Equity Awards at Fiscal Year End

    For Mr. Frank, RSUs with the following grant dates vested as indicated below:

  117. Outstanding Equity Awards at Fiscal Year End

    | Grant Date | Vesting Schedules | | 11/16/2022 | Annual equity grant of RSUs vested one-third November 16, 2023, one-third will vest May 13, 2024 and the remaining one-third will vest May 13, 2025. | | 11/16/2022 | One-time equity grant of RSUs vested one-third November 16, 2023, one-third will vest May 13, 2024 and the remaining one-third will vest May 13, 2025. | | 3/3/2023 | Annual equity grant of RSUs vested one-third March 3, 2024, one-third will vest March 3, 2025 and the remaining one-third will vest March 3, 2026. |

  118. Outstanding Equity Awards at Fiscal Year End

    For Mr. Johnson, RSUs with the following grant dates vested or will vest as indicated below:

  119. Outstanding Equity Awards at Fiscal Year End

    | Grant Date | Vesting Schedules | | 11/29/2022 | Annual equity grant of RSUs vested one-third November 29, 2023, one-third will vest November 29, 2024 and the remaining one-third will vest November 29, 2025. | | 11/29/2022 | One-time equity grant of RSUs vested one-third November 29, 2023, one-third will vest November 29, 2024 and the remaining one-third will vest November 29, 2025. | | 3/3/2023 | Annual equity grant of RSUs vested one-third March 3, 2024, one-third will vest March 3, 2025 and the remaining one-third will vest March 3, 2026. |

  120. Outstanding Equity Awards at Fiscal Year End

    | 5. | The market value represents the number of RSUs granted and the associated dividend equivalent rights, multiplied by the December 29, 2023 stock closing market price of $35.59. |

  121. Outstanding Equity Awards at Fiscal Year End

    | 6. | Includes annual PRSU grants at target (prior to attainment), which are subject to three (3) year cliff vesting. Restrictions lapse and the units convert to shares of stock three years after the date of grant or when attainment is known, and that a performance objective is met, except that they become immediately vested upon death or disability. The number of PRSUs include dividend equivalent rights that have accrued for dividends payable and are subject to the same conditions and vesting periods as the PRSUs originally granted. PRSUs are shown at the target amount including the accrued dividend equivalent rights for the grants made November 15, 2022, November 16, 2022, November 29, 2022 and March 3, 2023 as applicable. |

  122. Outstanding Equity Awards at Fiscal Year End

    | 7. | The market value represents the number of PRSUs granted at the target amount and the associated dividend equivalent rights, multiplied by the December 29, 2023 stock closing market price of $35.59. |

  123. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth the actual value received by the NEOs upon exercise of stock options or vesting of stock awards in 2023.

  124. Option Exercises and Stock Vested

    | | Option Awards(1) | | Stock Awards(2) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Simon D. Campion | — | — | 75,274 | 2,758,792 | | Glenn G. Coleman | — | — | 16,464 | 499,478 | | Richard C. Rosenzweig | — | — | — | — | | Andreas G. Frank | — | — | 38,704 | 1,145,638 | | Robert (Tony) A. Johnson | — | — | 28,941 | 906,722 |

  125. Option Exercises and Stock Vested

    | 1. | None of the NEOs exercised stock options in 2023. |

  126. Option Exercises and Stock Vested

    | 2. | The amounts shown are calculated based on the closing price of a share of common stock on Nasdaq on the date of vesting. |

  127. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation

  128. Non-Qualified Deferred Compensation

    | Name | Plan Name | Executive Contributions (1,2) ($) | Registrant Contributions(3) ($) | Aggregate Earnings(4,5) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance ($) | | Simon D. Campion | Supplemental Executive Retirement Plan | — | 122,236 | — | — | 122,236 | | | Dentsply Sirona Inc. Supplemental Savings Plan(6) | 100,000 | — | 9,105 | — | 109,105 | | Glenn G. Coleman | Supplemental Executive Retirement Plan | — | 66,153 | — | — | 66,153 | | | Dentsply Sirona Inc. Supplemental Savings Plan | 322,115 | — | 27,680 | — | 349,795 | | Richard C. Rosenzweig | Supplemental Executive Retirement Plan | — | 70,495 | — | — | 70,495 | | | Dentsply Sirona Inc. Supplemental Savings Plan | — | — | — | — | — | | Andreas G. Frank | Supplemental Executive Retirement Plan | — | 99,825 | 19,824 | — | 276,122 | | | Dentsply Sirona Inc. Supplemental Savings Plan | — | — | — | — | — | | Robert (Tony) A. Johnson | Supplemental Executive Retirement Plan | — | 102,768 | — | — | 102,768 | | | Dentsply Sirona Inc. Supplemental Savings Plan | — | — | — | — | — |

  129. Non-Qualified Deferred Compensation

    | (1) The SERP is fully funded by the Company; therefore, participants cannot contribute funds to the SERP. |

  130. Non-Qualified Deferred Compensation

    | (2) The DSSSP is funded by participant contributions and Messrs. Campion and Coleman did not receive an employer restoration contribution for 2023. The amounts shown include salary and fiscal 2022 non-equity incentive awards deferred during fiscal 2023. |

  131. Non-Qualified Deferred Compensation

    | (3) Amounts represent unfunded credits allocated to participants’ SERP accounts for 2023. They are included in the “All Other Compensation” column in the Summary Compensation Table. |

  132. Non-Qualified Deferred Compensation

    | (4) Participants in the SERP can elect to have these benefits administered as savings with interest or stock unit accounts with dividend equivalents, with stock units being distributed in the form of common stock at the time of distribution. The amounts represent unfunded interest, depreciation, appreciation, and/or dividend credits allocated to participants’ accounts in 2023. Earnings are calculated using market rates. For this reason, these amounts are not reported in the “All Other Compensation” column in the Summary Compensation Table for Fiscal Year ended December 31, 2023. Earnings are not reported to the Internal Revenue Service until withdrawn. |

  133. Non-Qualified Deferred Compensation

    | (5) Participants in the DSSSP can allocate contributions to reference investment alternatives, which serve as an index to determine changes in account value. The amounts represent unfunded interest, depreciation, appreciation, and/or dividend credits allocated to participants’ accounts in 2023. Earnings are calculated using market rates associated with the selected investments. For this reason, these amounts are not reported in the “All Other Compensation” column in the Summary Compensation Table for Fiscal Year ended December 31, 2023. Earnings are not reported to the Internal Revenue Service until withdrawn. |

  134. Non-Qualified Deferred Compensation

    | (6) Refer to the “Compensation Discussion and Analysis — Supplemental Executive Retirement Plan and Supplemental Savings Plan” for a description of the Dentsply Sirona Inc. Supplemental Savings Plan. |

  135. Non-Qualified Deferred Compensation

    The table below discloses potential distributions of the SERP for the NEOs as if they had been terminated as of December 31, 2023:

  136. Non-Qualified Deferred Compensation

    | Name of Officer | Retirement ($) | Employee Resignation ($) | Termination by Employee with Good Reason ($) | Termination by Company without Cause ($) | Resignation Without Cause ($) | Termination After Change in Control ($) | Death ($) | | Simon D. Campion | — | — | — | — | — | 122,236 | 122,236 | | Glenn G. Coleman | — | — | — | — | — | 66,153 | 66,153 | | Richard C. Rosenzweig | — | — | — | — | — | 70,495 | 70,495 | | Andreas G. Frank | — | — | — | — | — | 276,122 | 276,122 | | Robert (Tony) A. Johnson | — | — | — | — | — | 102,768 | 102,768 |

  137. Employment Agreements/Offer Letters and Potential Payments Upon Termination or Change in Control

    Employment Agreements/Offer Letters and Potential Payments Upon Termination or Change in Control Dentsply Sirona has entered into employment agreements or offer letters with all of the NEOs who were in office during 2023. The following is a discussion of the material terms of such NEOs’ employment agreements or offer letters for our NEOs employed during 2023:

  138. Payments Upon Termination and/or Change of Control

    Payments Upon Termination and/or Change of Control Below is a summary of potential payments owed to the NEOs upon termination and/or change in control pursuant to their respective employment agreements or offer letters, as applicable, in connection with any applicable Company plan or plans, including the Key Employee Severance Benefits Plan. According to the employment agreement of Mr. Campion, all such payments except for those listed under “Payments Made Upon Termination” below are subject to the signing and not revoking of a general release of claims. Additionally, in the case of Mr. Campion, payments listed under “Payments Made Upon a Non-COC Qualified Termination” and those listed under “Payments Made Upon a COC-Qualified Termination” are additionally subject to the signing and not revoking of a separation agreement on or before the 50th day following separation from service.

  139. Estimated Payments Payable to a NEO Upon Termination or Change in Control

    Estimated Payments Payable to a NEO Upon Termination or Change in Control The following tables contain estimated potential payments that may be due to a NEO should termination of employment or change in control occur. These amounts assume that the date of termination was December 31, 2023 and include actual amounts earned through that time and estimates of amounts which would have been paid as of such date. The common stock price was assumed to remain at $35.59 per share, the closing price on December 29, 2023, the last trading day of fiscal year 2023. Although the calculations are intended to provide reasonable estimates of potential payments, they are based on assumptions and may not represent the actual amount an NEO would receive upon termination of employment under the applicable circumstances. Actual amounts to be paid may differ and can only be determined in the event of and at the time of an executive officer’s termination of employment. The payments listed represent the incremental amounts due to the NEO that exceed what the NEO would have received without the termination, change in control or death. Not included in these tables are the following payments to which the NEOs are already entitled and which have been reported in previous sections of this proxy statement:

  140. Estimated Payments Payable to a NEO Upon Termination or Change in Control

    | • | amounts previously earned under the Company’s non-equity annual incentive plans; and |

  141. Estimated Payments Payable to a NEO Upon Termination or Change in Control

    | • | the exercise of outstanding vested options (reported in the “Outstanding Equity Awards at Fiscal Year End” table). |

  142. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure With a restructuring-related change to the employee population in 2023, a new median employee was selected for purposes of determining the CEO Pay ratio. As permitted under the SEC rules, in 2023, we used annual gross wages as our consistently applied compensation measure to determine our median employee, who was a full-time employee within the Clinical Affairs function located in the United States. We selected a determination date of December 31, 2023 to determine our employee workforce. We annualized pay for those who commenced work during 2023. We used a valid statistical sampling methodology to identify the median gross wages. Then, we identified employees who we expected were paid within a 2% range of that median value. We selected the median employee from that group and determined their total compensation was $53,410 in 2023. Mr. Campion’s total compensation for the fiscal year ended December 31, 2023 as shown on the Summary Compensation Table on page 63 was $8,518,987, which included an actual base salary of $1,000,000, annual incentive plan amount of $1,212,500, relocation expenses of $35,025, commuting expenses of $61,182 and annual equity with the grant date fair value of $6,066,594. Based on the foregoing, our estimate of the ratio of the annual total compensation of our President and Chief Executive Officer to the median of the annual total compensation of all other employees was 160 to 1. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.

  143. Pay Versus Performance

    Pay Versus Performance The following table presents the Summary Compensation Table totals of our Principal Executive Officer (“PEO”) and the average of our other Named Executive Officers (“Other NEOs”) as well as their “compensation actually paid” for the past four fiscal years ending December 31, 2023, calculated in accordance with SEC rules.

  144. Pay Versus Performance

    | | | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for Current PEO1,5,6 | Summary Compensation Actually Paid to Current PEO1,5,6 | Summary Compensation Table Total for 2022 First PEO2,3 | Compensation Actually Paid to 2022 First PEO2,3 | Summary Compensation Table Total for 2022 Second PEO2 | Compensation Actually Paid to 2022 Second PEO2 | Average Summary Compensation Table Total for Non- PEO NEOs4 | Average Compensation Actually Paid to Non- PEO NEOs4 | Total Shareholder Return7 | Peer Group Total Shareholder Return8 | Net Income (billions)9 | Adjusted Earnings Per Share10 | | 2023 | $8,518,987 | $9,338,886 | $0 | $0 | $0 | $0 | $3,733,693 | $3,765,305 | $66 | $143 | ($0.132) | $1.83 | | 2022 | $7,552,435 | $7,664,113 | $7,784,078 | ($4,551,477) | $6,999,995 | $7,150,311 | $4,911,944 | $2,986,155 | $58 | $140 | ($0.950) | $2.09 | | 2021 | $0 | $0 | $9,251,885 | $20,087,841 | $0 | $0 | $2,384,897 | $5,981,207 | $100 | $143 | $0.411 | $2.82 | | 2020 | $0 | $0 | $7,166,868 | $4,390,322 | $0 | $0 | $2,350,903 | $2,006,914 | $93 | $113 | ($0.073) | $1.79 |

  145. Pay Versus Performance

    | 1. | Mr. Campion served as the Third PEO in 2022 and the only PEO in 2023. For purposes of this table, Mr. Campion is referred to as the “Current PEO.” |

  146. Pay Versus Performance

    | 2. | In 2022, the PEOs included Donald M. Casey, Jr. (First PEO; former CEO), John P. Groetelaars (Second PEO; former interim CEO) and Mr. Campion (Third PEO). |

  147. Pay Versus Performance

    | 3. | Mr. Casey served as the PEO in 2020 and 2021. |

  148. Pay Versus Performance

    | 4. | The other NEOs for the applicable years were as follows: |

  149. Pay Versus Performance

    | a. | 2023: Messrs. Coleman, Frank, Rosenzweig, and Johnson. |

  150. Pay Versus Performance

    | b. | 2022: Barbara Bodem (former interim Executive Vice President, Chief Financial Officer), Cherée H. Johnson (former Senior Vice President, Chief Legal Officer, General Counsel), Jorge M. Gomez (former Executive Vice President, Chief Financial Officer), Mr. Coleman, Mr. Frank and Cord F. Staehler (former Senior Vice President, Chief Technology Officer). |

  151. Pay Versus Performance

    | c. | 2021: Mr. Gomez, Walter Petersohn (former Senior Vice President, Chief Commercial Officer), Keith J. Ebling (former Executive Vice President, General Counsel & Secretary) and Daniel P. Key (former Senior Vice President, Chief Supply Chain Officer). |

  152. Pay Versus Performance

    | d. | 2020: Mrs. Lisa M. Yankie (former Senior Vice President, Chief Human Resources Officer), Messrs. Gomez, Petersohn, Ebling and William E. Newell (former Senior Vice President, Chief Segment Officer). |

  153. Pay Versus Performance

    | 5. | The dollar amounts reported in the Summary Compensation Table Total columns are the amounts of total compensation reported for the PEO or non-PEO NEOs for each corresponding year in the “Total” column of the “Summary Compensation Table.” |

  154. Pay Versus Performance

    | 6. | The dollar amounts reported in the Compensation Actually Paid columns represent the amounts of “Compensation Actually Paid” to each respective PEO or non-PEO NEO, as computed in accordance with Item 402(v) of SEC Regulation S-K by taking the amount set forth in the “Total” column of the “Summary Compensation Table,” deducting the amounts set forth in the “Stock Awards” and “Option Awards” columns in the “Summary Compensation Table” and then including the equity award adjustment amount, as illustrated below for 2023. |

  155. Pay Versus Performance

    | 7. | Total Shareholder Return (“TSR”) is calculated by dividing (i) the sum of: (a) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (b) the difference between the Company’s share price at the end and the beginning of the measurement period, by (ii) the Company’s share price at the beginning of the measurement period. |

  156. Pay Versus Performance

    | 8. | Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The Market index used for the Peer Group TSR is the S&P 500 Healthcare Index. |

  157. Pay Versus Performance

    | 9. | Net Income amounts in (billions) reflected in Dentsply Sirona’s audited consolidated finance statements for the applicable year. |

  158. Pay Versus Performance

    | 10. | The Company has identified Adjusted Earnings Per Share as the company-selected measure for the pay versus performance disclosure, as it represents the most significant financial performance measure used to link compensation actually paid to the PEO and the Other NEOs to the Company’s performance in 2023. |

  159. Pay Versus Performance

    The following adjustments were made to Mr. Campion’s equity valuations to determine the compensation actually paid to Mr. Campion in 2023.

  160. Pay Versus Performance

    | Current PEO Equity Award Adjustment Breakout | | | | | | | | Year End Fair Value of Equity Awards | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Fiscal Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments(1) | | $5,796,125 | $558,390 | $0 | $358,119 | $0 | $173,859 | $6,886,493 |

  161. Pay Versus Performance

    The following adjustments were made to the equity valuations of the other NEOs to determine the average compensation actually paid to the other NEOs in 2023.

  162. Pay Versus Performance

    | Non-PEO NEO Equity Award Adjustment Breakout | | | | | | | | Year End Fair Value of Equity Awards | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Fiscal Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments(1) | | $2,259,738 | $142,275 | $0 | ($54,086) | $0 | $63,280 | $2,411,207 |

  163. Pay Versus Performance

    | 1. | The equity adjustments for the PEO and Non-PEO NEOs in the breakout tables above were calculated as follows: |

  164. Pay Versus Performance

    | a. | Add the fair value as of the end of the covered fiscal year of all awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year; |

  165. Pay Versus Performance

    | b. | Add the amount equal to the change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year; |

  166. Pay Versus Performance

    | c. | Add, for awards that are granted and vest in the same year, the fair value as of the vesting date; |

  167. Pay Versus Performance

    | d. | Add the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year; |

  168. Pay Versus Performance

    | e. | Subtract, for any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the amount equal to the fair value at the end of the prior fiscal year; and |

  169. Pay Versus Performance

    | f. | Add the dollar value of any dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year. |

  170. Relationship Between Compensation Actually Paid and Performance

    Relationship Between Compensation Actually Paid and Performance In the “Compensation Discussion and Analysis” section of this Proxy Statement, we provide greater detail on the elements of our executive compensation program and our “pay-for-performance” compensation philosophy. The “Compensation Actually Paid” values reflected in the Pay Versus Performance for 2023 table demonstrate the year-over-year fluctuations in compensation for our PEO and other NEOs based on key measures of company performance. As the table demonstrates, the compensation of our PEO and the other NEOs is greater when the performance of the key measures is high, and lower when performance is down, demonstrating the clear alignment of interests of our PEO and the other NEOs and our stockholders. Compensation Actually Paid and Cumulative TSR As described in more detail in the section captioned “Compensation Discussion and Analysis — Annual Equity Compensation”, the number of units earned for a portion of the PRSU grant is based on the Relative TSR for a three-fiscal-year performance period. As demonstrated by the following table, the amount of compensation actually paid to the PEO and the average amount of compensation actually paid to the Other NEOs is generally aligned with Dentsply Sirona’s TSR over each of the four years presented in the Pay Versus Performance Table for 2023. For each of the four years presented in the Pay Versus Performance Table for 2023, Dentsply Sirona’s cumulative TSR fell behind that of the S&P 500 Healthcare index peer group. The following table details the Company’s cumulative TSR in comparison to the Peer Group cumulative TSR for each of the measurement periods. Compensation Actually Paid and Net Income As demonstrated by the following table, the amount of compensation actually paid to the PEO and the average amount of compensation actually paid the Other NEOs is generally aligned with Dentsply Sirona’s Net Income over the four years presented in the Table for 2023. While the Company does not use Net Income as a performance measure in the overall executive compensation program, the measure of Net Income is correlated with the measure of Net Sales, which is utilized in setting goals for annual incentive compensation and adjusted EPS and Net Sales which are utilized in determining the vesting of PRSUs that are awarded to the NEOs. Compensation Actually Paid and Adjusted Earnings Per Share As described in more detail in the section captioned “Compensation Discussion and Analysis — Annual Equity Compensation”, the number of units earned for a portion of the PRSU grant is based on the Adjusted Earnings Per Share for a three-fiscal-year performance period. As demonstrated by the following table, the amount of compensation actually paid to the PEO and the average amount of compensation actually paid to the Other NEOs is generally aligned with Dentsply Sirona’s Adjusted EPS over each of the four years presented in the Pay Versus Performance Table for 2023. The compensation actually paid to the current PEO increased despite the decrease in Adjusted EPS, as 2023 was his first full year with the Company and he received a full year of base salary and non-equity incentive plan versus pro-rated amounts in 2022. Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers the most important in linking Compensation Actually Paid to our PEO and non-PEO NEOs for 2023 to company performance. The measures in this table are not ranked.

  171. Relationship Between Compensation Actually Paid and Performance

    | Financial Performance Measures | | Organic Net Sales | | Adjusted EBITDA Margin | | Adjusted Earnings Per Share | | Relative TSR |