DEF 14A of Dentsply Sirona Inc., Apr 9, 2025

DEF 14A of Dentsply Sirona Inc.

Filed Apr 9, 2025 · FY20240001140361-25-013040

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 | | Michael J. Barber Independent | 64 | 2025 | Science and Technology | Exact Sciences Corp. Green Bay Packers, Inc. | | Simon D. Campion | 54 | 2022 | None | None | | Willie A. Deese Independent | 69 | 2011 | Compensation & Human Capital(1) (Chair) Governance | Public Service Enterprise Group, Inc. | | Brian T. Gladden Independent | 60 | 2024 | Audit and Finance | None | | Betsy D. Holden Independent | 69 | 2018 | Governance (Chair) Compensation & Human Capital | The Western Union Company NNN REIT, Inc. Kenvue Inc. | | Clyde R. Hosein Independent | 65 | 2020 | Audit and Finance Science and Technology | Credo Technology Group | | Gregory T. Lucier Independent | 60 | 2019 | Governance | Maravai LifeSciences Holdings, Inc. | | Jonathan J. Mazelsky Independent | 64 | 2023 | Compensation & Human Capital Science and Technology | IDEXX Laboratories, Inc. | | Daniel T. Scavilla Independent | 60 | 2025 | Audit and Finance | Globus Medical Inc. | | Leslie F. Varon Independent | 68 | 2018 | Audit and Finance (Chair) | Hamilton Lane Inc. | | Janet S. Vergis Independent | 60 | 2019 | Science and Technology (Chair) Compensation & Human Capital | Church & Dwight Co., Inc. SGS SA Teva Pharmaceutical Industries Ltd. |

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

    | (1) In December 2024, the Human Resources Committee changed its name to the Compensation & Human Capital Committee. |

  4. 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 eleven directors to be elected to serve until the next annual meeting of stockholders or until their successors are duly elected and qualified. Mr. Barber and Mr. Scavilla each joined the Board and Dr. Dorothea Wenzel resigned from the Board effective February 5, 2025 due to the increased demands as a result of her appointment as Chair of the Board of Directors of H. Lundbeck A/S. 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 32.

  5. Board Composition, Tenure and Independence

    Board Composition, 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.

  6. Board Composition, Tenure and Independence

    | Board Demographics (as of March 24, 2025) | | | | | | Total Number of Director Nominees | 11 | | | | | | Female | Male | Non-Binary | Did Not Disclose | | Part I: Gender Identity | | | | | | | 3 | 8 | 0 | 0 | | Part II: Other Demographic Information | | | | | | African American or Black | 0 | 2 | 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 | 3 | 5 | 0 | 0 | | Two or More Races or Ethnicities | 0 | 0 | 0 | 0 | | LGBTQ+ | 0 | 0 | 0 | 0 | | Did Not Disclose Demographic Background | 0 | | | |

  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: 60 Board Committees: • Corporate Governance and Nominating Committee Other Public Company Boards: • Maravai LifeSciences Holdings, Inc. | Mr. Lucier has served as Non-Executive Chairman of the Dentsply Sirona Board of Directors and as a member of the Corporate Governance and Nominating Committee since 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 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

    | Michael J. Barber | | | Director since 2025 Independent Age: 64 Board Committees: • Science and Technology Committee Other Public Company Boards: • Exact Sciences Corp. • Green Bay Packers, Inc. | Mr. Barber has over 40 years of experience, including in executive positions with General Electric (NYSE: GE), featuring roles within operations, human capital, engineering, strategy, product management, and international P&L leadership. He has successfully launched transformational technologies and products to the market in the fields of diagnostic imaging and point-of-care technology. Mr. Barber also serves as a member of the Executive Committee of the Board of Regents at the Milwaukee School of Engineering. He holds both a Bachelor of Science and Honorary Doctorate in Electrical Engineering from the Milwaukee School of Engineering. He is a Member of the National Academy of Engineering and a Fellow of the American Institute for Medical and Biological Engineering. Mr. Barber serves on the Board of Directors for Exact Sciences Corp. as Chair of its Innovation, Technology & Pipeline Committee and a member of its Audit and Finance Committee. Mr. Barber also serves on the Board of Directors of Green Bay Packers, Inc. |

  11. Director Biographies

    | Selected Key Qualifications and Experience: | | | | Medical Device or Industry Experience Mr. Barber has successfully led companies in the medical device industry, driving innovation and strategic growth. | | | Understanding of and Previous Work with Information Technology Mr. Barber has extensive experience in healthcare information technology, with a deep expertise in leveraging innovation to enhance global businesses. | | | Large Company Experience as Executive and as a Board Member Mr. Barber has a distinguished track record in executive leadership and board governance, having contributed to the success of public companies. |

  12. Director Biographies

    | Simon D. Campion | | | Director since 2022 Age: 54 | 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. |

  13. 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. |

  14. Director Biographies

    | Willie A. Deese | | | Director since 2011 Independent Age: 69 Board Committees: • Compensation & Human Capital Committee (Chair) • Corporate Governance and Nominating Committee 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 Governance, Nominating and Sustainability Committee, a member of its Organization & Compensation Committee, a member of its Executive 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. |

  15. 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. |

  16. Director Biographies

    | Brian T. Gladden | | | Director since 2024 Independent Age: 60 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. |

  17. 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 has significant experience with complex transactions, both as a former executive of large companies and in his current role. |

  18. Director Biographies

    | Betsy D. Holden | | | Director since 2018 Independent Age: 69 Board Committees: • Corporate Governance and Nominating Committee (Chair) • Compensation & Human Capital Committee Other Public Company Boards: • NNN REIT, Inc. • The Western Union Company • Kenvue Inc. | Ms. Holden has more than 40 years of experience leading growth and innovation in consumer driven companies. She 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 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. 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. |

  19. 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. |

  20. Director Biographies

    | Clyde R. Hosein | | | Director since 2020 Independent Age: 65 Board Committees: • Audit and Finance Committee • Science and Technology Committee Other Public Company Boards: • 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 Credo Technology Group since April 2024. He previously served on the Board of Directors of Wolfspeed, Inc. (formerly Cree, Inc.). |

  21. 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. |

  22. Director Biographies

    | Jonathan J. Mazelsky | | | Director since 2023 Independent Age: 64 Board Committees: • Compensation & Human Capital 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. |

  23. 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. |

  24. Director Biographies

    | Daniel T. Scavilla | | | Directors since 2025 Independent Age: 60 Board Committees: • Audit and Finance Committee Other Public Company Boards: • Globus Medical Inc. | Mr. Scavilla has served as President and Chief Executive Officer of Globus Medical, Inc. (“Globus Medical”) since April 2022, leading its acquisition of NuVasive, Inc. and integrated the two organizations to create the second largest spine technology company in the world with a greater than $12 billion market cap. Prior to that, Mr. Scavilla was Executive Vice President, Chief Commercial Officer and President, Trauma, of Globus Medical where he scaled its manufacturing and distribution capabilities and launched the Orthopedics and Trauma business unit, and prior to that he was Chief Financial Officer of Globus Medical. Prior to joining Globus Medical, Mr. Scavilla spent 28 years in increasing leadership roles within Johnson & Johnson (J&J), including serving as Chief Financial Officer, Global Vice President Finance & Business Operations of J&J Vision, and as Chief Financial Officer, Worldwide Vice President Finance of Advanced Sterilization Products—J&J’s infection prevention business within its MedTech business unit—helping to capture the number one market position in Sterilization. Additional roles at J&J include financial management positions at McNeil Consumer Healthcare (Kenvue), Centocor Biologics, and Cilag Schaffhausen Operations in Switzerland (Janssen Pharmaceutical). Mr. Scavilla serves on Globus Medical’s Board of Directors and is a member of the Nominating and Corporate Governance Committee. He previously served on the board of directors of Impulse Dynamics, a privately held medical technology company focused on minimally invasive treatment options for heart failure patients, from November 2021 to July 2023. Mr. Scavilla received a B.S. in Finance and Organizational Behavior from LaSalle University and holds an MBA in International Management from Temple University. |

  25. Director Biographies

    | Selected Key Qualifications and Experience: | | | | Large Company Experience as an Executive Mr. Scavilla brings extensive leadership experience from senior executive roles at large companies, consistently driving strategic growth and operational excellence. | | | Medical Device or Industry Experience Mr. Scavilla has deep expertise in the medical device industry, with a strong track record of driving innovation, product development, and commercial success. | | | International Business Experience Mr. Scavilla has successfully led global operations with an extensive understanding of key international markets. |

  26. Director Biographies

    | Leslie F. Varon | | | Director since 2018 Independent Age: 68 Board Committees: • Audit and Finance Committee (Chair) Other Public Company Boards: • Hamilton Lane Inc. | 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. as Chair of its Audit Committee and a member of its Compensation Committee. |

  27. 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. |

  28. Director Biographies

    | Janet S. Vergis | | | Director since 2019 Independent Age: 60 Board Committees: • Science and Technology Committee (Chair) • Compensation & Human Capital Committee Other Public Company Boards: • Church & Dwight Co., Inc. • SGS SA • Teva Pharmaceutical 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. Ms. Vergis earned a B.S. degree in Biology and an M.S. degree in Physiology from The Pennsylvania State University. |

  29. 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 dental industry and 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. |

  30. Director Biographies

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

  31. Directors’ Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Michael J. Barber(3) | 0 | 0 | 0 | | Eric K. Brandt(4) | 25,000 | 0 | 25,000 | | Willie A. Deese(5) | 120,000 | 220,000 | 340,000 | | Brian T. Gladden(6) | 100,000 | 220,000 | 320,000 | | Betsy D. Holden(7) | 115,000 | 220,000 | 335,000 | | Clyde R. Hosein(8) | 100,000 | 220,000 | 320,000 | | Gregory T. Lucier(9) | 175,000 | 320,000 | 495,000 | | Jonathan J. Mazelsky(10) | 100,000 | 220,000 | 320,000 | | Daniel T. Scavilla(11) | 0 | 0 | 0 | | Leslie F. Varon(12) | 125,000 | 220,000 | 345,000 | | Janet S. Vergis(13) | 115,000 | 220,000 | 335,000 | | Dorothea Wenzel(14) | 100,000 | 220,000 | 320,000 |

  32. Named Executive Officers

    On August 15, 2024, Mr. Coleman informed the Company of his decision to resign as Executive Vice President, Chief Financial Officer of the Company effective November 7, 2024, to pursue another opportunity. Mr. Coleman did not receive any severance in connection with his voluntary separation. Additionally, as part of the Company’s restructuring plan approved by the Board of Directors on July 29, 2024, the Company eliminated the position of Executive Vice President, Chief Business Officer which was then held by Mr. Frank, which elimination was effective on January 1, 2025. As a result of the elimination of his position, Mr. Frank received severance in the amounts to which he was entitled to with respect to a non-COC Qualified Termination, as defined in the Company’s Key Employee Severance Benefit Plan, as amended.

  33. Summary of 2024 Compensation Actions

    | COMPENSATION COMPONENTS | | | | Component | Link to Business and Talent Strategies | 2024 Compensation Actions | | Base Annual Salary | • Attract and retain quality management. • Provide executives with a predictable level of income in a competitive marketplace. • Recognize executive’s level of responsibility and experience in position. | • Following a market survey, each of Mr. Campion, Mr. Coleman, Mr. Frank and Mr. Johnson received a 3% base salary increase and Mr. Rosenzweig received a 6% base salary increase effective March 25, 2024 to better reflect market compensation for their roles. | | Annual Incentive Plan | • Cash award based on levels of achievement of pre-determined annual financial objectives. • Motivate and reward performance relative to annual objectives and priorities that are linked to long-term success of the Company. • Competitive with the market to attract and retain executive management. | • Organic net sales (50%) and adjusted EBITDA margin percentage (50%) were chosen by the Compensation & Human Capital Committee as the financial metrics for baseline funding level of the 2024 Annual Incentive Plan (“AIP”) in order to reflect topline focus, balanced with an emphasis on restructuring and expense reduction. |

  34. Summary of 2024 Compensation Actions

    | COMPENSATION COMPONENTS | | | | Component | Link to Business and Talent Strategies | 2024 Compensation Actions | | | • Based on performance of the Company to align with stockholder interest. | • The Compensation & Human Capital Committee chose strategic objective modifiers, including DS Core total registrations, U.S. Implant growth, U.S. DSO growth, progress status of foundational initiatives (ERP, Quality, SKU, Supply Chain Transformation) and placement of IOS units, which could increase or reduce 2024 AIP payout by up to +/- 20% in the aggregate. • Additionally, the strategic objective modifier impact is reduced to +/- 10% if the baseline funding level is less than 100% and cannot increase 2024 AIP payout to more than 100% or to less than 90%. • In January 2025, the baseline funding level for the 2024 AIP was determined to be 72.5%, consistent with the terms and conditions of the 2024 AIP. After reviewing Company performance for the year, the Compensation & Human Capital Committee utilized its negative discretion to reduce the funding level to 59.6% funding for the Management Committee (including the NEOs) and also determined the strategic modifier impact to be 0%. The Committee then reviewed the individual performance of the CEO and approved a payout at the funding level of 59.6%. Finally, consistent with the terms of the 2024 AIP, the CEO and the Compensation & Human Capital Committee reviewed the individual performance of the other NEOs and increased the payout level for Mr. Johnson to 65.6% in recognition of his outstanding performance. | | Equity Incentive Compensation | • Equity incentive awards for all NEOs, consisting of: ○ performance based-vesting restricted stock units | • The 2024 performance based-vesting restricted stock units (the “2024 PRSUs”) incorporate adjusted EPS and organic net sales metrics. |

  35. Summary of 2024 Compensation Actions

    | COMPENSATION COMPONENTS | | | | Component | Link to Business and Talent Strategies | 2024 Compensation Actions | | | (PRSUs), weighted 50%; ○ time based-vesting restricted stock units, weighted 25%; and ○ 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. | • Cliff vesting of the 2024 PRSUs after three years dependent upon achievement of pre-established financial growth targets, measured cumulatively over the three-year performance period. This was updated from 2023 which used pre-established financial growth targets measured over three annual periods to ensure that key employees and executives are focused on sustained, long-term value creation. • The 2024 time based-vesting restricted stock units vest over three years—one-third on each of the first three anniversaries following grant. • The 2024 time based-vesting stock option grants vest and become exercisable over three years—one-third on each of the first three anniversaries following grant. |

  36. Compensation Philosophy and Objectives

    The Compensation & Human Capital 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 Compensation & Human Capital 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 DS Core total registrations, U.S. Implant growth, U.S. DSO growth, progress status of foundational initiatives (ERP, Quality, SKU, Supply Chain Transformation) and placement of IOS units. 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 400 & 500 Healthcare Equipment and Supplies companies. Other objectives of the total compensation program are to provide the ability for executives to earn shares of Company stock, 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.

  37. 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 NEOs, 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 |

  38. Review of Pay Relative to Peer Groups

    Review of Pay Relative to Peer Groups In determining 2024 compensation opportunities, the Compensation & Human Capital Committee adopted a peer group of nineteen 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 $3.74 billion; Dentsply Sirona revenue approximated $3.9 billion):

  39. Review of Pay Relative to Peer Groups

    | Peer Group | | | | Align Technology, Inc. (ALGN) | ICU Medical, Inc. (ICUI) | Revvity (PKI) | | 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) | Patterson Companies Inc. (PDCO) | West Pharmaceutical Services, Inc. (WST) | | Hologic, Inc. (HOLX) | QuidelOrtho Corporation (QDEL) | Zimmer Biomet Holdings Inc. (ZBH) | | | ResMed Inc. (RMD) | |

  40. Review of Pay Relative to Peer Groups

    For 2024, the Compensation & Human Capital Committee removed PerkinElmer, Inc. and added ICU Medical, Inc., Patterson Companies, Inc., QuidelOrtho Corporation, and West Pharmaceutical Services, Inc. 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” and together with the Peer Group listed above, the “Peer Groups”). Data from the Peer Groups were considered by the Compensation & Human Capital 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. Rosenzweig as our Executive Vice President, Corporate Development, General Counsel and Secretary, Mr. Frank as our Executive Vice President, Chief Business Officer, 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 around the 50th percentile of the market, 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 Compensation & Human Capital Committee did not consider the overall wealth accumulation of executives in establishing the 2024 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.

  41. 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 | Compensation & Human Capital 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 | | 2024 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 net sales (40% weighting), measured cumulatively over three-year period, and Relative TSR (20% weighting) measured over the three-year period, and cliff vesting after three years | — | — |

  42. Determination of Annual Base Salaries

    Determination of Annual Base Salaries In establishing 2024 base salaries of the Company’s executives, the Compensation & Human Capital 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 Compensation & Human Capital Committee in establishing 2024 base salaries and annual incentive awards at the beginning of 2024 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 Compensation & Human Capital Committee established the appropriate range for base salaries, the Compensation & Human Capital 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:

  43. Determination of Annual Incentive Award Opportunities

    Determination of Annual Incentive Award Opportunities Rationale As discussed above under “Compensation Philosophy and Objectives,” the Compensation & Human Capital 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 Compensation & Human Capital Committee. The Compensation & Human Capital 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 Compensation & Human Capital Committee believes this approach helps to align the compensation and objectives of the executives with the Company and its stockholders. Process The Compensation & Human Capital 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 2024, the targets were again reviewed. In establishing the target payouts, the Compensation & Human Capital Committee evaluated the compensation levels in the Peer Groups. The Compensation & Human Capital 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 Compensation & Human Capital 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. Upon determining achievement of the annual incentive payouts that result in the baseline funding of the 2024 AIP, the Compensation & Human Capital Committee then chooses various strategic objective modifiers, which could result in an increase or decrease of the AIP payout by 4%, 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 AIP is less than 100% and such strategic objective modifiers cannot increase the payout to more than 100% or to less than 90%. The Compensation & Human Capital Committee then reviews management’s recommendations and then further reviews the Company’s performance and may exercise its discretion to adjust the funding level for the AIP payout amounts for the year. The Compensation & Human Capital Committee then proceeds to review the individual performance of the CEO and approves an AIP payout for the CEO. Finally, consistent with the terms of the 2024 AIP, the CEO and the Compensation & Human Capital Committee review individual performance of the other NEOs and approve the payout level for the other NEOs.

  44. 2024 Annual Incentive Targets

    2024 Annual Incentive Targets Consistent with the principles outlined above, the annual incentive targets for the NEOs for the 2024 AIP (as further described below) that were set for 2024 ranged from 70% to 125% of base salary depending on the executive’s position, as set forth below.

  45. 2024 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% |

  46. 2024 Annual Incentive Performance Measures

    2024 Annual Incentive Performance Measures The 2024 AIP provided for potential cash incentive payments based on achievement of performance criteria during fiscal year 2024. As approved in February 2024, the Compensation & Human Capital Committee established thresholds, targets and maximums for funding of 2024 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, in addition to adjustments for occurrences that are generally beyond management control, including extraordinary and unusual events resulting in a significant business model change. Also in February 2024, the Compensation & Human Capital Committee chose strategic objective modifiers which could increase or reduce 2024 AIP payout, following the achievement of the organic net sales and adjusted EBITDA margin percentage objectives that result in the baseline funding of the 2024 AIP. Financial Objective and Baseline Funding Mechanism/Determination The Compensation & Human Capital Committee approved threshold, target, and maximum performance goals for the 2024 AIP in February 2024, with performance criteria ranging 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 maximum goals.

  47. 2024 Annual Incentive Performance Measures

    | | Organic Net Sales(1) | % of Target | Funding Level | | Threshold | $3,607 million | 95% | 50% | | Target | $3,797 million | 100% | 100% | | Maximum | $3,987 million | 105% | 200% | | Organic Net Sales Result | $3,696 million | 97.4% | 73.4% |

  48. 2024 Annual Incentive Performance Measures

    | (1) As required by the terms and conditions of the 2024 AIP, Organic Net Sales excludes the impact of the permanent curtailment of Byte operations. The adjustment neutralizes the impact to the 2024 AIP of the significant business model change caused by a changed regulatory landscape. Organic net sales is a Non-GAAP financial measure which excludes certain items. Please see Appendix B – “Organic Net Sales” for a reconciliation of Organic Net Sales to the corresponding GAAP information. |

  49. 2024 Annual Incentive Performance Measures

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

  50. 2024 Annual Incentive Performance Measures

    | | Adjusted EBITDA Margin Percentage(1) | % of Target | Funding Level | | Threshold | 17.6% | 89% | 50% | | Target | 19.7% | 100% | 100% | | Maximum | 22.0% | 112% | 200% | | Adjusted EBITDA Result | 18.5% | 93.9% | 71.5% |

  51. 2024 Annual Incentive Performance Measures

    | (1) As required by the terms and conditions of the 2024 AIP, Adjusted EBITDA Margin Percentage excludes the impact of the permanent curtailment of Byte operations. The adjustment neutralizes the impact to the 2024 AIP of the significant business model change caused by a changed regulatory landscape. Adjusted EBITDA Margin Percentage is a Non-GAAP financial measure. Please see Appendix B – “Adjusted EBITDA Margin Percentage” for a reconciliation of Adjusted EBITDA Margin to the corresponding GAAP information. |

  52. 2024 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, and ongoing supply chain constraints. The following table sets forth the final payout results:

  53. 2024 Annual Incentive Performance Measures

    | Performance Metric | Target (100%) | Final Metric Result | % of Target | Funding Level | Target Weighting | Weighted Result | | Organic Net Sales | $3,797 million | $3,696 million | 97.4% | 73.4% | 50% | 36.7% | | Adjusted EBITDA | 19.7% | 18.5% | 93.9% | 71.5% | 50% | 35.8% | | | | | | | Total Payout | 72.5% |

  54. 2024 Annual Incentive Performance Measures

    Strategic Objective Modifiers to Baseline Funding of 2024 AIP Upon achievement of the organic net sales and adjusted EBITDA margin percentage objectives that result in the baseline funding of the 2024 AIP, the Compensation & Human Capital Committee chose various strategic objective modifiers, including DS Core total registrations, U.S. Implant growth, U.S. DSO growth, progress status of foundational initiatives (ERP, Quality, SKU, Supply Chain Transformation) and placement of IOS units. In January 2025, the Compensation & Human Capital Committee reviewed the Company’s financial performance for 2024 along with the regulatory and legislative restrictions impacting the Byte business, the permanent curtailment of Byte operations, as well as the repositioning of resources, and determined that such changes had resulted in a significant business model change outside of management’s control which impacted the Company’s organic net sales and adjusted EBITDA. As a result, as required by the terms and conditions of the 2024 AIP, the Compensation & Human Capital Committee removed the Byte business from the financial objectives and financial results and approved the funding of the 2024 AIP at a baseline level of 72.5%. Thereafter, The Compensation & Human Capital Committee reviewed the strategic objective modifiers, and determined the following results.

  55. 2024 Annual Incentive Performance Measures

    | Strategic Objective Modifier (+/-4% per Objective) | Impact | | DS Core Total Registrations | 0% | | U.S. Implant Growth | -4% | | U.S. DSO Growth | 0% | | Foundational Initiatives | +4% | | IOS Unit Placements | 0% |

  56. 2024 Annual Incentive Performance Measures

    | Strategic Objective Modifier (+/-4% per Objective) | Impact | | Total | 0% |

  57. 2024 Annual Incentive Performance Measures

    The Compensation & Human Capital Committee then used its negative discretion to reduce the funding for the 2024 AIP from 72.5% to 59.6% for the Management Committee in order to balance the interests of stockholders with payouts under the 2024 AIP. The Compensation & Human Capital Committee then proceeded to review the individual performance of the CEO and approved a payout at the reduced funding level. Finally, consistent with the terms of the 2024 AIP, the CEO and the Compensation & Human Capital Committee reviewed individual performance of the other NEOs and approved a payout level of 65.6% 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.

  58. 2024 Annual Incentive Performance Measures

    | Named Executive Officer | AIP Target $ | Funding and Payout Level | Actual Payout Amount | Payout as % of Base Salary | | Simon D. Campion | $1,287,500 | 59.6% | $767,350 | 74.5% | | Glenn G. Coleman(1) | $535,600 | 0% | $0 | 0% | | Richard C. Rosenzweig | $437,250 | 59.6% | $260,601 | 44.7% | | Andreas G. Frank | $562,380 | 59.6% | $335,178 | 44.7% | | Robert (Tony) A. Johnson | $393,666 | 65.6% | $258,087 | 45.9% |

  59. 2024 Annual Incentive Performance Measures

    | (1) Mr. Coleman resigned effective November 7, 2024 and was therefore ineligible for the 2024 AIP. |

  60. Determination of Annual Equity Incentive Compensation

    Determination of Annual Equity Incentive Compensation The third principal component of the 2024 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 2024:

  61. Determination of Annual Equity Incentive Compensation

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

  62. Determination of Annual Equity Incentive Compensation

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

  63. Determination of Annual Equity Incentive Compensation

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

  64. Determination of Annual Equity Incentive Compensation

    The Compensation & Human Capital 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.

  65. 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 2024 and each such award was made pursuant to the DENTSPLY SIRONA Inc. 2016 Omnibus Incentive Plan (as amended, the “2016 Plan”). We do not grant stock options or similar equity awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, nor do we time the public release of such information based on stock option grant dates. In addition, we do not grant stock options or similar equity awards during periods in which there is material nonpublic information about our Company, including (i) outside a “trading window” established in connection with the public release of earnings information under our Insider Trading Policy or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information.

  66. 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 Company’s 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 Compensation & Human Capital 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 2024 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 Compensation & Human Capital 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.

  67. Annual Equity Compensation

    Annual Equity Compensation PRSUs (50% of target total annual equity value) Annual PRSUs awarded in 2024 will result in the issuance of actual shares of Dentsply Sirona common stock provided the Company achieves cumulative financial targets over the three-year performance period between 2024-2026. This was updated from 2023 which used pre-established financial growth targets measured over three annual periods to ensure that key employees and executives are focused on sustained, long-term value creation. 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 400 & 500 Healthcare Equipment and Supplies index (20% weighting). These performance criteria were selected because they align with Dentsply Sirona’s financial objectives communicated to stockholders, and the Compensation & Human Capital Committee believes that they are important drivers of long-term stockholder value. 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, 2026, 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. 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 2024 NEOs are provided below under “Executive Compensation Tables – 2024 Grants of Plan-Based Awards.” 2024-2026 Performance Restricted Stock Units 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 cumulative Adjusted EPS and Organic Sales targets for 2024-2026 are maintained by the Company as confidential and proprietary information and, therefore, the Compensation & Human Capital 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 Company’s TSR performance and payout range for 2024 grants, which has a metric weight of 20%, measured over the period of January 1, 2024 to December 31, 2026, relative to the TSR of the S&P 400 & 500 Healthcare Equipment and Supplies companies:

  68. Annual Equity Compensation

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

  69. Annual Equity Compensation

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

  70. Annual Equity Compensation

    | (2) Measurement period of January 1, 2024 to December 31, 2026. |

  71. Annual Equity Compensation

    2023-2025 Performance Restricted Stock Units The performance measures for the 2023 PRSUs consisted of Adjusted EPS and Organic Sales measured over three one-year periods, and relative TSR measured over the three-year period. The following table sets forth the Adjusted EPS and Organic Sales metrics in the 2023 PRSUs for 2024, the Company’s actual results from 2024 and the relative TSR for the three-year period:

  72. 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% | $1.92 | $2.01 | $2.10 | $1.65 | 0% | 0% | | Performance Metric | Metric Weight | Threshold (50%) | Target (100%) | Maximum (200%) | Result | Achievement % | Weighted Result | | Organic Sales(1) | 40% | $3,965 | $4,084 | $4,242 | $3,827 | 0% | 0% | | Performance Metric | Metric Weight | Threshold (25%) | Target (100%) | Maximum (200%) | Result | Achievement % | Weighted Result | | Total Shareholder Return | 20% | 25th | 50th | 75th | 4th %ile | 0% | 0% |

  73. Annual Equity Compensation

    | (1) Adjusted EPS and Organic Sales are non-GAAP financial measures which excludes certain items. Please see Appendix B – “Adjusted EPS” and “Organic Sales” for a reconciliation of Adjusted EPS and Organic Sales to the corresponding GAAP information. |

  74. Annual Equity Compensation

    The following table sets forth the Adjusted EPS, Organic Sales and Total Shareholder Return metrics in the 2022 PRSUs and the final payout results:

  75. Annual Equity Compensation

    | 2022-2024 Performance Restricted Stock Units | | | | | | | | | | | Performance Metric | Year | Metric Weight | Year Weight | Threshold (50%) | Target (100%) | Maximum (250%) | Result | Achievement % | Weighted Result | | Adjusted EPS | 2022 | 40% | 50% | $3.01 | $3.18 | $3.35 | $2.09 | 0% | 0% | | Adjusted EPS | 2023 | 40% | 30% | $2.20 | $2.30 | $2.41 | $1.83 | 0% | 0% | | Adjusted EPS | 2024 | 40% | 20% | $1.94 | $2.03 | $2.12 | $2.02 | 94.4% | 18.9% | | | | | | | | | Weighted EPS Result | | 7.6% |

  76. Annual Equity Compensation

    | Performance Metric | Year | Metric Weight | Year Weight | Threshold (50%) | Target (100%) | Maximum (250%) | Result | Achievement % | Weighted Result | | Organic Sales | 2022 | 40% | 50% | $4,251 | $4,442 | $4,634 | $3,922 | 0% | 0% | | Organic Sales | 2023 | 40% | 30% | $3,922 | $4,098 | $4,275 | $4,010 | 75% | 22.5% | | Organic Sales | 2024 | 40% | 20% | $3,784 | $3,935 | $4,087 | $3,696 | 0% | 0% | | | | | | | | Weighted Organic Sales Result | | | 9.0% |

  77. Annual Equity Compensation

    | Performance Metric | Year | Metric Weight | Year Weight | Threshold (50%) | Target (100%) | Maximum (250%) | Result | Achievement % | Weighted Result | | Total Shareholder Return | 2022 to 2024 | 20% | 100% | 25th | 50th | 75th | 9th %ile | 0% | 0% | | | | | | | | | Total Payout | | 16.6% |

  78. Annual Equity Compensation

    Adjusted EPS and Organic Sales are non-GAAP financial measures which excludes certain items. Please see Appendix B – “Adjusted EPS” and “Organic Sales” for a reconciliation of Adjusted EPS and Organic Sales to the corresponding GAAP information. In accordance with the terms and conditions of the 2016 Plan, the Compensation & Human Capital Committee excluded the impact of regulatory restrictions on the Byte business model. The Byte exclusion resulted in an incremental value of $38,280 for Mr. Frank and $7,036 for Mr. Johnson. Mr. Campion, Mr. Coleman and Mr. Rosenzweig do not hold 2022 PRSUs. Incremental values were calculated based on the Company’s closing stock price on the date of award distribution of $15.99. 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 2025 and 2026 are maintained by the Company as confidential and proprietary information and, therefore, the Compensation & Human Capital 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 2024 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 2024, 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 Compensation & Human Capital 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 2024 NEOs are provided below under “Executive Compensation Tables – 2024 Grants of Plan-Based Awards.” RSUs (25% of target total annual equity value) RSUs awarded in 2024 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 2024 NEOs are provided below under “Executive Compensation Tables — 2024 Grants of Plan-Based Awards.” The following table sets forth the individual and target total values of annual equity awards for each NEO:

  79. Annual Equity Compensation

    | Named Executive Officer | PRSU Target Value | Stock Option Value | RSU Value | Total Target Value | | Simon D. Campion | $3,403,023 | $1,630,478 | $1,629,988 | $6,663,489 | | Glenn G. Coleman | $1,304,834 | $625,116 | $624,998 | $2,554,949 | | Richard C. Rosenzweig | $808,987 | $387,214 | $387,512 | $1,583,713 | | Andreas G. Frank | $1,174,352 | $562,406 | $562,499 | $2,299,257 | | Robert (Tony) A. Johnson | $678,505 | $324,503 | $325,012 | $1,328,021 |

  80. Post-Termination Arrangements

    Post-Termination Arrangements Termination of Employment The Company has entered into employment agreements or offer letters with all of the 2024 NEOs, which include certain post-termination arrangements. The Compensation & Human Capital 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 Compensation & Human Capital 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 Compensation & Human Capital 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 Company’s 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.”

  81. Key Employee Severance Benefits Plan

    Key Employee Severance Benefits Plan In May 2022, the Compensation & Human Capital 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. Rosenzweig, Mr. Frank 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 solely with respect to a change of control, the Company’s failure to obtain express assumption of the Severance Plan or a material reduction in target long-term incentive); 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,” 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 2024 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 2024 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 2024 Plan, if such awards provide for accelerated vesting in the event of a “Change in Control” (as defined in the 2024 Plan), then “Good Reason” for purposes of accelerated vesting under the 2024 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 2024 Plan, if such awards provide for accelerated vesting in the event of a “Change in Control” (as defined in the 2024 Plan), then “Good Reason” for purposes of accelerated vesting under the 2024 Plan shall instead be determined under the definition of Good Reason under the Severance Plan. 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). In November 2022, the Compensation & Human Capital 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.

  82. Supplemental Executive Retirement Plan and Supplemental Savings Plan

    Supplemental Executive Retirement Plan and Supplemental Savings Plan The Company maintained a very limited number of benefit programs that were only available to the NEOs and other senior U.S. employees qualifying for eligibility based on level in the organization and time in their role. Such benefits include a Supplemental Executive Retirement Plan (“SERP”) and the Supplemental Savings Plan (“SSP”). The purpose of the SERP is to provide additional retirement benefits for a limited group of management employees, including the NEOs, whom the Compensation & Human Capital Committee concluded were not receiving competitive retirement benefits. In February 2025, the Board of Directors amended the SERP to reduce the amount of the mandatory contribution to the SERP from 11.7% of total annual cash compensation (base salary and any annual incentive awards), reduced by Company contributions to the 401(k) Savings and Employee Stock Ownership Plan, to 5.2% of total annual cash compensation (base salary and any annual incentive awards) plus excess contributions above the IRS 401(k) wage limit. This amendment was adopted in order to ensure that any discretionary profit sharing or matching contributions typically made during a plan year to the Dentsply Sirona Inc. 401(k) Savings and Employee Stock Ownership Plan are not made to the SERP in the event the Company determines to reduce or not make corresponding contributions under the 401(k) Plan. Due to Company performance and the macroeconomic environment, management recommended and the Compensation & Human Capital Committee determined that the Company will not be contributing a 3% non-elective contribution to the Company’s 401(k) Plan for 2024 on behalf of U.S. participants. Under the terms of the SERP, prior to its amendment, if a non-elective contribution is not made to the Company’s 401(k) Plan, SERP participants would then receive an increased contribution to their SERP accounts as the non-elective contribution would no longer reduce the SERP contribution. As this would have a favorable impact to SERP participants only, each of the NEOs agreed to the retroactive amendment of the SERP contribution to January 1, 2024. No actual funds are put aside for participants in the SERP and the participants are general creditors of the Company for payment of the benefits upon retirement or termination of employment from the Company. Participants can elect to have these benefits administered as savings with interest or stock unit accounts with dividends, with stock units being distributed in the form of common stock at the time of distribution. Upon retirement or termination for any reason, participants in the SERP are paid the vested benefits in their account based on an earlier distribution election. Participants who terminate their employment prior to completing seven years of credited service (as defined in the SERP) are partially vested in their account according to the following schedule:

  83. Long-Term Incentive Grant Practices

    Long-Term Incentive Grant Practices Equity awards, including stock options, are not granted in anticipation of the release of material non-public information, and the release of material non-public information is not timed on the basis of stock options or other equity grant dates or for the purpose of affecting the value of executive compensation. The Company’s equity awards are typically approved at the Board meeting in February each year (in 2024, 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 Compensation & Human Capital 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. The Compensation and Human Capital Committee may also occasionally grant equity-based awards at other times to recognize, retain, or recruit executive officers.

  84. 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. |

  85. Assessment of Risk

    | • | Performance-Based Restricted Stock Units. A significant portion of the long-term equity incentive compensation of our NEOs 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. |

  86. 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. |

  87. Assessment of Risk

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

  88. Assessment of Risk

    | • | Role of Compensation & Human Capital Committee. Members of the Compensation & Human Capital 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. |

  89. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation earned by the NEOs for the fiscal year ended December 31, 2024:

  90. Summary Compensation Table

    | Name and Principal Position(1) | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation(5) ($) | Total ($) | | Simon D. Campion President and Chief Executive Officer | 2024 | 1,023,115 | — | 5,033,011 | 1,630,478 | 767,350 | 229,998 | 8,683,952 | | | 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 | 2024 | 568,075 | — | 1,929,833 | 625,116 | — | 12,075 | 3,135,099 | | | 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 | 2024 | 575,426 | — | 1,196,500 | 387,214 | 260,601 | 86,610 | 2,506,351 | | | 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 | 2024 | 744,828 | — | 1,736,851 | 562,406 | 335,178 | 149,107 | 3,528,370 | | | 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 | 2024 | 558,621 | — | 1,003,518 | 324,503 | 258,087 | 83,432 | 2,228,161 | | | 2023 | 541,110 | 500,000 | 1,046,625 | 325,413 | 400,393 | 124,218 | 2,937,759 |

  91. 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.

  92. Summary Compensation Table

    | (1) Principal positions are the positions held at the end of 2024, with the exception of Mr. Coleman, who resigned as of November 7, 2024. |

  93. Summary Compensation Table

    | (2) 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 2024, the number of shares that could be granted upon the conversion of the annual grant of PRSUs to shares based on the achievement of performance goals ranges from zero to a maximum of two times the target amount. The value of PRSUs assuming the highest level of performance conditions are achieved is as follows: Mr. Campion: $6,806,047; Mr. Coleman: $2,609,669; Mr. Rosenzweig: $1,617,975; Mr. Frank: $2,348,705; and Mr. Johnson: $1,357,011. 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 for the fiscal year ended December 31, 2024. |

  94. Summary Compensation Table

    | (3) 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 for the fiscal year ended December 31, 2024. |

  95. Summary Compensation Table

    | (4) Amounts shown represent the Company’s AIP awards earned for services provided in 2024, 2023 and 2022 that were paid in cash in 2025, 2024 and 2023, respectively. |

  96. Summary Compensation Table

    | (5) Amounts shown are described in the “All Other Compensation” table that follows. |

  97. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table reflects the terms of compensation plan-based awards granted to the NEOs in 2024:

  98. 2024 Grants of Plan-Based Awards

    | Name | Grant Date | Approval 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 | | | | 643,750 | 1,287,500 | 2,575,000 | | | | | | | | Annual Equity Grant | | | | | | | | | | | | | | RSUs | 3/4/2024 | | | | | | | | | 48,978 | | 1,629,988 | | PRSUs | 3/4/2024 | | | | | | 48,979 | 97,957 | 195,914 | | | 3,403,023 | | Options | 3/4/2024 | | | | | | | | | 163,800 | 33.28 | 1,630,478 | | Glenn G. Coleman | | | | | | | | | | | | | | Incentive Compensation | | | | 267,800 | 535,600 | 1,071,200 | | | | | | | | Annual Equity Grant | | | | | | | | | | | | | | RSUs | 3/4/2024 | | | | | | | | 18,780 | | | 624,998 | | PRSUs | 3/4/2024 | | | | | 18,780 | 37,560 | 75,120 | | | | 1,304,834 | | Options | 3/4/2024 | | | | | | | | | 62,800 | 33.28 | 625,116 | | Richard C. Rosenzweig | | | | | | | | | | | | | | Incentive Compensation | | | | 218,625 | 437,250 | 874,500 | | | | | | | | Annual Equity Grant | | | | | | | | | | | | | | RSUs | 3/4/2024 | | | | | | | | 11,644 | | | 387,512 | | PRSUs | 3/4/2024 | | | | | 11,644 | 23,287 | 46,574 | | | | 808,987 | | Options | 3/4/2024 | | | | | | | | | 38,900 | 33.28 | 387,214 | | Andreas G. Frank | | | | | | | | | | | | | | Incentive Compensation | | | | 281,190 | 562,380 | 1,124,760 | | | | | | | | Annual Equity Grant | | | | | | | | | | | | | | RSUs | 3/4/2024 | | | | | | | | 16,902 | | | 562,499 | | PRSUs | 3/4/2024 | | | | | 16,902 | 33,804 | 67,608 | | | | 1,174,352 | | Options | 3/4/2024 | | | | | | | | | 56,500 | 33.28 | 562,406 | | Robert (Tony) A. Johnson | | | | | | | | | | | | | | Incentive Compensation | | | | 196,833 | 393,666 | 787,332 | | | | | | | | Annual Equity Grant | | | | | | | | | | | | | | RSUs | 3/4/2024 | | | | | | | | 9,766 | | | 325,012 | | PRSUs | 3/4/2024 | | | | | 9,766 | 19,531 | 39,062 | | | | 678,505 | | Options | 3/4/2024 | | | | | | | | | 32,600 | 33.28 | 324,503 |

  99. 2024 Grants of Plan-Based Awards

    | (1) Amounts shown represent threshold, target and maximum amounts for the 2024 AIP. The maximum award under the 2024 AIP is base salary, multiplied by the target incentive compensation percentage, multiplied by two. 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 2024 AIP are shown in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation” above. 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 the 2024 AIP. |

  100. 2024 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 |

  101. 2024 Grants of Plan-Based Awards

    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.

  102. 2024 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.” |

  103. 2024 Grants of Plan-Based Awards

    | (4) Includes the grant date fair value for each award computed in accordance with FASB ASC Topic 718. The grant date fair value of the RSUs granted on March 4, 2024 and the PRSUs granted on March 4, 2024, with the cumulative adjusted EPS metric, is based on the Company’s closing stock price on the date of grant of $33.28. The grant date fair value of the PRSUs granted on March 4, 2024 with the market-based metric of relative TSR uses the Monte Carlo Simulation method with a value $40.58. The grant date fair value of the stock options granted on March 4, 2024 uses the Black-Scholes option pricing model with a value of $9.95408. 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 for the fiscal year ended December 31, 2024. |

  104. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End

  105. 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 | 38,134 | 76,266 | 114,400 | 38.74 | 3/3/2033 | — | — | — | — | | | — | 163,800 | 163,800 | 33.28 | 3/4/2034 | — | — | — | — | | | 61,311 | 1,163,689 | | | | | | | | | | — | — | — | — | — | — | — | 15,328 | 290,932 | | | — | — | — | — | — | — | — | 79,718 | 1,513,054 | | | | | | | | — | — | 19,929 | 378,254 | | | 25,548 | 484,894 | — | — | | | | | | | | — | — | — | — | — | 49,823 | 945,644 | — | — | | One-Time Equity Grants | — | — | — | — | — | 77,181 | 1,464,892 | — | — | | | 38,134 | 240,066 | 278,200 | | | 152,552 | 2,895,430 | 176,287 | 3,345,928 | | Glenn G. Coleman | | | | | | | | | | | Annual Equity Grants | 16,567 | — | 16,567 | 38.74 | 3/3/2033 | — | — | — | — | | One-Time Equity Grants | 24,867 | — | 24,867 | 31.34 | 11/15/2032 | — | — | — | — | | | 41,434 | — | 41,434 | | | — | — | — | — | | Richard C. Rosenzweig | | | | | | | | | | | Annual Equity Grants | 10,267 | 20,533 | 30,800 | 38.74 | 3/3/2033 | — | — | — | — | | | — | 38,900 | 38,900 | 33.28 | 3/4/2034 | — | — | — | — | | | — | — | — | — | — | — | — | 16,527 | 313,688 | | | — | — | — | — | — | — | — | 4,132 | 78,422 | | | — | — | — | — | — | — | — | 18,951 | 359,699 | | | — | — | — | — | — | — | — | 4,737 | 89,915 | | | — | — | — | — | — | 6,887 | 130,709 | — | — | | | — | — | — | — | — | 11,845 | 224,817 | — | — | | One-Time Equity Grants | — | — | — | — | — | 26,659 | 505,988 | — | — | | | 10,267 | 59,433 | 69,700 | | | 45,391 | 861,514 | 44,348 | 841,725 |

  106. 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 | 34,267 | 17,133 | 51,400 | 30.60 | 11/16/2032 | — | — | — | — | | | 14,934 | 29,866 | 44,800 | 38.74 | 3/3/2033 | — | — | — | — | | | — | 56,500 | 56,500 | 33.28 | 3/4/2034 | — | — | — | — | | | — | — | — | — | — | — | — | 27,105 | 514,450 | | | — | — | — | — | — | — | — | 6,776 | 128,613 | | | — | — | — | — | — | — | — | 23,992 | 455,361 | | | — | — | — | — | — | — | — | 5,998 | 113,840 | | | — | — | — | — | — | — | — | 27,510 | 522,133 | | | — | — | — | — | — | — | — | 6,878 | 130,538 | | | — | — | — | — | — | 5,646 | 107,160 | — | — | | | — | — | — | — | — | 9,998 | 189,762 | — | — | | | — | — | — | — | — | 17,194 | 326,336 | — | — | | One-Time Equity Grants | — | — | — | — | — | 33,877 | 642,980 | — | — | | | 49,201 | 103,499 | 152,700 | | | 66,714 | 1,266,239 | 98,258 | 1,864,936 | | Robert (Tony) A. Johnson | | | | | | | | | | | Annual Equity Grants | 5,800 | 2,900 | 8,700 | 30.21 | 11/29/2032 | — | — | — | — | | | 8,634 | 17,266 | 25,900 | 38.74 | 3/3/2033 | — | — | — | — | | | — | 32,600 | 32,600 | 33.28 | 3/4/2034 | — | — | — | — | | | — | — | — | — | — | — | — | 4,596 | 87,231 | | | — | — | — | — | — | — | — | 1,149 | 21,803 | | | — | — | — | — | — | — | — | 13,862 | 263,099 | | | — | — | — | — | — | — | — | 3,466 | 65,780 | | | — | — | — | — | — | — | — | 15,895 | 301,680 | | | — | — | — | — | — | — | — | 3,973 | 75,415 | | | — | — | — | — | — | 957 | 18,162 | — | — | | | — | — | — | — | — | 5,775 | 109,615 | — | — | | | — | — | — | — | — | 9,935 | 188,557 | — | — | | One-Time Equity Grants | — | — | — | — | — | 28,595 | 542,736 | — | — | | | 14,434 | 52,766 | 67,200 | | | 45,262 | 859,071 | 42,940 | 815,008 |

  107. 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 in the case of death, disability or qualified retirement. Upon death, disability or qualified retirement, options granted prior to 2024 become immediately exercisable.. Options granted in 2024 continue to vest per the remaining grant term upon death, disability or qualified retirement and the option shares are pro-rated if the date of death, disability or qualified retirement occurs less than twelve months from the grant date. The non-exercisable stock options with the following expiration dates vested or will vest as indicated below: |

  108. 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:

  109. Outstanding Equity Awards at Fiscal Year End

    | Expiration Date | Vesting Schedules | | 11/15/2032 | One-third vested November 15, 2023 and the remaining two-thirds were forfeited. | | 11/16/2032 | One-third vested November 16, 2023, one-third vested May 13, 2024 and the remaining one-third was forfeited. | | 11/29/2032 | One-third vested November 29, 2023, one-third vested November 29, 2024 and the remaining one-third will vest November 29, 2025. | | 3/3/2033 | One-third vested March 3, 2024, one-third vested March 3, 2025 and the remaining one-third will vest March 3, 2026. | | 3/4/2034 | One-third vested March 4, 2025, one-third will vest March 4, 2026 and the remaining one-third will vest March 4, 2027. |

  110. 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. |

  111. Outstanding Equity Awards at Fiscal Year End

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

  112. 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 in the case of death, disability or qualified retirement, as applicable. Upon death, disability or qualified retirement, RSUs granted prior to 2024 become immediately exercisable. RSUs granted in 2024 continue to vest per the remaining grant term upon death, disability or qualified retirement and the shares are pro-rated if the date of death, disability or qualified retirement occurs less than twelve months from the grant date. 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. |

  113. Outstanding Equity Awards at Fiscal Year End

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

  114. 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 vested 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 vested March 3, 2025 and the remaining one-third will vest March 3, 2026. | | 3/4/2024 | Annual equity grant of RSUs vested one-third March 4, 2025, one-third will vest March 4, 2026 and the remaining one-third will vest March 4, 2027. |

  115. Outstanding Equity Awards at Fiscal Year End

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

  116. 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 and the remaining two-thirds were forfeited.. | | 11/22/2022 | One-time equity grant of RSUs vested one-third November 22, 2023 and the remaining two-thirds were forfeited. | | 3/3/2023 | Annual equity grant of RSUs vested one-third March 3, 2024 and the remaining two-thirds were forfeited. | | 3/4/2024 | Annual equity grant of RSUs was forfeited in its entirety. |

  117. Outstanding Equity Awards at Fiscal Year End

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

  118. 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 vested 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 vested March 3, 2025 and the remaining one-third will vest March 3, 2026. | | 3/4/2024 | Annual equity grant of RSUs vested one-third March 4, 2025, one-third will vest March 4, 2026 and the remaining one-third will vest March 4, 2027. |

  119. Outstanding Equity Awards at Fiscal Year End

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

  120. 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 vested May 13, 2024 and the remaining one-third was forfeited. | | 11/16/2022 | One-time equity grant of RSUs vested one-third November 16, 2023, one-third vested May 13, 2024 and the remaining one-third vested January 1, 2025. | | 3/3/2023 | Annual equity grant of RSUs vested one-third March 3, 2024 and the remaining two-thirds were forfeited. | | 3/4/2024 | Annual equity grant of RSUs was forfeited in its entirety. |

  121. Outstanding Equity Awards at Fiscal Year End

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

  122. 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 vested 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 vested 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 vested March 3, 2025 and the remaining one-third will vest March 3, 2026. | | 3/4/2024 | Annual equity grant of RSUs vested one-third March 4, 2025, one-third will vest March 4, 2026 and the remaining one-third will vest March 4, 2027. |

  123. 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 Company’s December 31, 2024 closing stock market price on Nasdaq of $18.98. |

  124. 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 in the case of death or disability. Upon death or disability, PRSUs granted prior to 2024 become immediately exercisable. PRSUs granted in 2024 continue to vest per the remaining grant term upon death, disability or qualified retirement and the shares are pro-rated if the date of death, disability or qualified retirement occurs less than twelve months from the grant date. 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. |

  125. 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 Company’s December 31, 2024 closing stock market price on Nasdaq of $18.98. |

  126. Options Exercises and Stock Vested

    Options 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 2024.

  127. Options 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 | — | — | 89,297 | 2,366,184 | | Glenn G. Coleman | — | — | 5,459 | 181,621 | | Richard C. Rosenzweig | — | — | 16,486 | 548,489 | | Andreas G. Frank | — | — | 43,962 | 1,263,851 | | Robert (Tony) A. Johnson | — | — | 32,399 | 675,308 |

  128. Options Exercises and Stock Vested

    | (1) None of the NEOs exercised stock options in 2024. |

  129. Options Exercises and Stock Vested

    | (2) The amounts shown are calculated based on the closing price of a share of the Company’s common stock market price on Nasdaq on the date of vesting. |

  130. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation

  131. 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 | — | 182,420 | (55,879) | — | 248,776 | | | Dentsply Sirona Inc. Supplemental Savings Plan(6) | 121,250 | — | 27,533 | — | 257,887 | | Glenn G. Coleman | Supplemental Executive Retirement Plan | — | — | — | — | — | | | Dentsply Sirona Inc. Supplemental Savings Plan | 544,765 | — | 67,304 | — | 961,865 | | Richard C. Rosenzweig | Supplemental Executive Retirement Plan | — | 74,535 | (32,867) | — | 112,163 | | | Dentsply Sirona Inc. Supplemental Savings Plan | — | — | — | — | — | | Andreas G. Frank | Supplemental Executive Retirement Plan | — | 137,032 | (125,864) | — | 287,291 | | | Dentsply Sirona Inc. Supplemental Savings Plan | — | — | — | — | — | | Robert (Tony) A. Johnson | Supplemental Executive Retirement Plan | — | 71,357 | (46,980) | — | 127,146 | | | Dentsply Sirona Inc. Supplemental Savings Plan | — | — | — | — | — |

  132. Non-Qualified Deferred Compensation

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

  133. 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 2024. The amounts shown include salary and fiscal 2023 AIP payments deferred during fiscal 2024. |

  134. Non-Qualified Deferred Compensation

    | (3) Amounts represent unfunded credits allocated to participants’ SERP accounts for 2024. They are included in the “All Other Compensation” column in the Summary Compensation Table. |

  135. 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 2024. 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, 2024. Earnings are not reported to the Internal Revenue Service until withdrawn. |

  136. Non-Qualified Deferred Compensation

    | (5) Participants in the SSP 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 2024. 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, 2024. Earnings are not reported to the Internal Revenue Service until distributed. |

  137. 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 SERP and the SSP. |

  138. Employment Agreements/Offer Letters and Potential Payments Upon Termination or

    Employment Agreements/Offer Letters and Potential Payments Upon Termination or

  139. 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, as amended. 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.

  140. 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, 2024 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 $18.98 per share, the closing price on December 31, 2024, the last trading day of fiscal year 2024. 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:

  141. 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 |

  142. 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). |

  143. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure With a meaningful reduction of the employee population in 2024, a new median employee was selected for purposes of determining the CEO Pay ratio. As permitted under the SEC rules, in 2024, we used annual gross wages as our consistently applied compensation measure to determine our median employee, who was a part-time employee within the Commercial function located in Germany. We selected a determination date of December 31, 2024 to determine our employee workforce. We annualized pay for those who commenced work during 2024. 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 $52,892 (51,083 EUR) in 2024. Mr. Campion’s total compensation for the fiscal year ended December 31, 2024 as shown on the Summary Compensation Table on page 63 was $8,683,952, which included an actual base salary of $1,023,115, annual equity with the grant date fair value of $6,663,489, AIP amount of $767,350, commuting expenses of $35,503 and defined contribution plan amount of $194,495. 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 164 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.

  144. 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 NEOs (“Other NEOs”) as well as their “compensation actually paid” for the past five fiscal years ending December 31, 2024, calculated in accordance with SEC rules.

  145. 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 | | 2024 | $8,683,952 | ($1,611,597) | $0 | $0 | $0 | $0 | $2,849,495 | ($1,456,947) | $36 | $147 | ($0.910) | $1.67 | | 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 |

  146. Pay Versus Performance

    | 1. | Mr. Campion served as the Third PEO in 2022 and the only PEO in 2023 and 2024. For purposes of this table, Mr. Campion is referred to as the “Current PEO.” |

  147. 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). |

  148. Pay Versus Performance

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

  149. Pay Versus Performance

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

  150. Pay Versus Performance

    | a. | 2024 and 2023: Messrs. Coleman (former Executive Vice President, Chief Financial Officer), Frank (former Executive Vice President, Chief Business Officer), Rosenzweig, and Johnson. |

  151. 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). |

  152. 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). |

  153. 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). |

  154. 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.” |

  155. 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 2024. |

  156. 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 (which begins at the “measuring point” established by the market close on the last trading day before 2020, through and including the end of the fiscal year for which cumulative TSR of the Company or peer group cumulative TSR is being calculated), 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. |

  157. 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 peer group used to calculate TSR for pay versus performance disclosure purposes is the S&P 500 Healthcare Index, consistent with the peer group used for |

  158. Pay Versus Performance

    the Performance Graph in the Company’s 2024 Form 10-K, as required by Item 201(e) of Regulation S-K. The Company uses a combination of the companies in the S&P 400 and S&P 500 Healthcare Equipment & Supplies Indices to determine payouts under the relative TSR metric of the PRSUs granted in 2024, as described in the CD&A of this Proxy Statement.

  159. Pay Versus Performance

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

  160. 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 2024. |

  161. Pay Versus Performance

    The following adjustments were made to Mr. Campion’s equity valuations to determine the compensation actually paid to Mr. Campion in 2024.

  162. 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) | | $2,074,520 | ($4,979,069) | $0 | ($857,616) | $0 | $130,105 | ($3,632,060) |

  163. 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 2024:

  164. 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) | | $405,586 | ($1,366,043) | $0 | ($247,878) | ($1,185,207) | $28,586 | ($2,364,957) |

  165. Pay Versus Performance

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

  166. 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; |

  167. 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; |

  168. Pay Versus Performance

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

  169. 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; |

  170. 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 |

  171. 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. |

  172. 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 2024 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 five years presented in the Pay Versus Performance Table for 2024. For each of the five years presented in the Pay Versus Performance Table for 2024, 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 five years presented in the Table for 2024. 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 five years presented in the Pay Versus Performance Table for 2024. 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 2024 to company performance. The measures in this table are not ranked.

  173. Relationship Between Compensation Actually Paid and Performance

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