DENTSPLY SIRONA Inc
For the period ended May 22, 2024. Filed Apr 10, 2024.
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May 22, 2024 · Filed Apr 10, 2024
Contents
PAY VERSUS PERFORMANCE
The following table presents the Summary Compensation Table totals of our Principal Executive Officer (“PEO”) and the average of our other Named Executive Officers (“Other NEOs”) as well as their “compensation actually paid” for the past four fiscal years ending December 31, 2023, calculated in accordance with SEC rules.
| · · · · · · · · · · · · · · · · · · · Value of Initial Fixed $100 Investment Based on: · · · · · | ||||||||||||||||||||||||||||||||||||||
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| | Year | | | Summary Compensation Table Total for Current PEO1,5,6 | | | Summary Compensation Actually Paid to Current PEO1,5,6 | | | Summary Compensation Table Total for 2022 First PEO2,3 | | | Compensation Actually Paid to 2022 First PEO2,3 | | | Summary Compensation Table Total for 2022 Second PEO2 | | | Compensation Actually Paid to 2022 Second PEO2 | | | Average Summary Compensation Table Total for Non-PEO NEOs4 | | | Average Compensation Actually Paid to Non-PEO NEOs4 | | | Total Shareholder Return7 | | | Peer Group Total Shareholder Return8 | | | Net Income (billions)9 | | | Adjusted Earnings Per Share10 | |
| | 2023 | | | $8,518,987 | | | $9,338,886 | | | $0 | | | $0 | | | $0 | | | $0 | | | $3,733,693 | | | $3,765,305 | | | $66 | | | $143 | | | ($0.132) | | | $1.83 | |
| | 2022 | | | $7,552,435 | | | $7,664,113 | | | $7,784,078 | | | ($4,551,477) | | | $6,999,995 | | | $7,150,311 | | | $4,911,944 | | | $2,986,155 | | | $58 | | | $140 | | | ($0.950) | | | $2.09 | |
| | 2021 | | | $0 | | | $0 | | | $9,251,885 | | | $20,087,841 | | | $0 | | | $0 | | | $2,384,897 | | | $5,981,207 | | | $100 | | | $143 | | | $0.411 | | | $2.82 | |
| | 2020 | | | $0 | | | $0 | | | $7,166,868 | | | $4,390,322 | | | $0 | | | $0 | | | $2,350,903 | | | $2,006,914 | | | $93 | | | $113 | | | ($0.073) | | | $1.79 | |
| 1. | Mr. Campion served as the Third PEO in 2022 and the only PEO in 2023. For purposes of this table, Mr. Campion is referred to as the “Current PEO.” |
| 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). |
| 3. | Mr. Casey served as the PEO in 2020 and 2021. |
| 4. | The other NEOs for the applicable years were as follows: |
| a. | 2023: Messrs. Coleman, Frank, Rosenzweig, and Johnson. |
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| 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). |
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| 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). |
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| 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). |
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| 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.” |
| 6. | The dollar amounts reported in the Compensation Actually Paid columns represent the amounts of “Compensation Actually Paid” to each respective PEO or non-PEO NEO, as computed in accordance with Item 402(v) of SEC Regulation S-K by taking the amount set forth in the “Total” column of the “Summary Compensation Table,” deducting the amounts set forth in the “Stock Awards” and “Option Awards” columns in the “Summary Compensation Table” and then including the equity award adjustment amount, as illustrated below for 2023. |
| 7. | Total Shareholder Return (“TSR”) is calculated by dividing (i) the sum of: (a) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (b) the difference between the Company’s share price at the end and the beginning of the measurement period, by (ii) the Company’s share price at the beginning of the measurement period. |
| 8. | Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The Market index used for the Peer Group TSR is the S&P 500 Healthcare Index. |
| 9. | Net Income amounts in (billions) reflected in Dentsply Sirona’s audited consolidated finance statements for the applicable year. |
| 10. | The Company has identified Adjusted Earnings Per Share as the company-selected measure for the pay versus performance disclosure, as it represents the most significant financial performance measure used to link compensation actually paid to the PEO and the Other NEOs to the Company’s performance in 2023. |
82 DENTSPLY SIRONA INC. – Proxy Statement
EXECUTIVE COMPENSATION TABLES
The following adjustments were made to Mr. Campion’s equity valuations to determine the compensation actually paid to Mr. Campion in 2023.
| · Current PEO Equity Award Adjustment Breakout · | ||||||||||||||||||||
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| | 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 Adjustments1 | |
| | $5,796,125 | | | $558,390 | | | $0 | | | $358,119 | | | $0 | | | $173,859 | | | $6,886,493 | |
The following adjustments were made to the equity valuations of the other NEOs to determine the average compensation actually paid to the other NEOs in 2023.
| · Non-PEO NEO Equity Award Adjustment Breakout · | ||||||||||||||||||||
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| | 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 Adjustments1 | |
| | $2,259,738 | | | $142,275 | | | $0 | | | ($54,086) | | | $0 | | | $63,280 | | | $2,411,207 | |
| 1. | The equity adjustments for the PEO and Non-PEO NEOs in the breakout tables above were calculated as follows: |
| 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; |
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| 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; |
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| c. | Add, for awards that are granted and vest in the same year, the fair value as of the vesting date; |
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| 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; |
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| 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 |
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| 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. |
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Relationship Between Compensation Actually Paid and Performance
In the “Compensation Discussion and Analysis” section of this Proxy Statement, we provide greater detail on the elements of our executive compensation program and our “pay-for-performance” compensation philosophy. The “Compensation Actually Paid” values reflected in the Pay Versus Performance for 2023 table demonstrate the year-over-year fluctuations in compensation for our PEO and other NEOs based on key measures of company performance. As the table demonstrates, the compensation of our PEO and the other NEOs is greater when the performance of the key measures is high, and lower when performance is down, demonstrating the clear alignment of interests of our PEO and the other NEOs and our stockholders.
DENTSPLY SIRONA INC. – Proxy Statement 83
EXECUTIVE COMPENSATION TABLES
Compensation Actually Paid and Cumulative TSR
As described in more detail in the section captioned “Compensation Discussion and Analysis — Annual Equity Compensation”, the number of units earned for a portion of the PRSU grant is based on the Relative TSR for a three-fiscal-year performance period. As demonstrated by the following table, the amount of compensation actually paid to the PEO and the average amount of compensation actually paid to the Other NEOs is generally aligned with Dentsply Sirona’s TSR over each of the four years presented in the Pay Versus Performance Table for 2023.
For each of the four years presented in the Pay Versus Performance Table for 2023, Dentsply Sirona’s cumulative TSR fell behind that of the S&P 500 Healthcare index peer group. The following table details the Company’s cumulative TSR in comparison to the Peer Group cumulative TSR for each of the measurement periods.
84 DENTSPLY SIRONA INC. – Proxy Statement
EXECUTIVE COMPENSATION TABLES
Compensation Actually Paid and Net Income
As demonstrated by the following table, the amount of compensation actually paid to the PEO and the average amount of compensation actually paid the Other NEOs is generally aligned with Dentsply Sirona’s Net Income over the four years presented in the Table for 2023. While the Company does not use Net Income as a performance measure in the overall executive compensation program, the measure of Net Income is correlated with the measure of Net Sales, which is utilized in setting goals for annual incentive compensation and adjusted EPS and Net Sales which are utilized in determining the vesting of PRSUs that are awarded to the NEOs.
Compensation Actually Paid and Adjusted Earnings Per Share
As described in more detail in the section captioned “Compensation Discussion and Analysis — Annual Equity Compensation”, the number of units earned for a portion of the PRSU grant is based on the Adjusted Earnings Per Share for a three-fiscal-year performance period. As demonstrated by the following table, the amount of compensation actually paid to the PEO and the average amount of compensation actually paid to the Other NEOs is generally aligned with Dentsply Sirona’s Adjusted EPS over each of the four years presented in the Pay Versus Performance Table for 2023. The compensation actually paid to the current PEO increased despite the decrease in Adjusted EPS, as 2023 was his first full year with the Company and he received a full year of base salary and non-equity incentive plan versus pro-rated amounts in 2022.
DENTSPLY SIRONA INC. – Proxy Statement 85
EXECUTIVE COMPENSATION TABLES
Most Important Financial Performance Measures
The following table presents the financial performance measures that the Company considers the most important in linking Compensation Actually Paid to our PEO and non-PEO NEOs for 2023 to company performance. The measures in this table are not ranked.
| | Financial Performance Measures | |
|---|---|---|
| | Organic Net Sales | |
| | Adjusted EBITDA Margin | |
| | Adjusted Earnings Per Share | |
| | Relative TSR | |
86 DENTSPLY SIRONA INC. – Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.