DENTSPLY SIRONA (XRAY) DEF 14ADefinitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

proxy statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                                Filed by a Party other than the Registrant  ☐

Check the appropriate box:

DENTSPLY SIRONA Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing proxy statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

You are cordially invited to attend the 2021 Annual Meeting of Stockholders of DENTSPLY SIRONA Inc., a Delaware corporation (the “Company” or Dentsply Sirona”), which will be held at 10:00 a.m. Eastern Time on Wednesday, May 26, 2021. This year’s meeting will be held virtually via live webcast. You will be able to attend and listen to the 2021 Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/XRAY2021. You will also be able to cast your vote electronically at the Annual Meeting. For more information on how to attend and vote your shares at our virtual meeting, please see the section entitled “ABOUT THE MEETING” in the accompanying Proxy Statement.

We successfully held our Annual Meeting virtually for the first time in 2020 and we have made the decision to hold the Annual Meeting virtually again in 2021. We believe that continuing to hold the Annual Meeting virtually allows us to improve stockholder accessibility, increase communications, reduce costs and protect the health and safety of our stockholders and employees.

Items of Business

Voting

Only stockholders of record at the close of business on March 29, 2021 (the “Record Date”) are entitled to notice of, and to vote at, the meeting. At least ten days prior to the meeting, a complete list of stockholders entitled to vote will be available for inspection by any stockholder for any purpose germane to the meeting, during ordinary business hours, at the office of the Secretary of the Company at the Company’s Corporate Headquarters,13320 Ballantyne Corporate Place, Charlotte, NC 28277. As a stockholder of record, you are cordially invited to attend the meeting virtually.

On or about April 16, 2021, a Notice of Internet Availability of Proxy Materials and Notice of Annual Meeting of Stockholders (the “Notice”) is first being mailed to our stockholders of record as of the Record Date and our proxy materials are first being posted on the website referenced in the Notice (www.proxyvote.com).

Regardless of whether you expect to attend the meeting virtually, please vote in advance of the meeting by using one of the methods described in the Company’s proxy statement (the “Proxy Statement”). As a stockholder of record, you may vote your shares (1) electronically at the meeting, (2) by telephone, (3) through the Internet, or (4) by completing and mailing a proxy card if you receive your proxy materials by mail. Specific instructions for voting by telephone or through the Internet are included in the Notice and in the Proxy Statement. If you virtually attend and vote at the meeting electronically, your vote at the meeting will replace any earlier vote you cast.

By Order of the Board of Directors

Keith J. Ebling

Executive Vice President, General Counsel and Secretary

13320 Ballantyne Corporate Place

Charlotte, NC 28277

April 16, 2021

TABLE OF CONTENTS

DENTSPLY SIRONA INC. – Proxy Statement     1

2    DENTSPLY SIRONA INC. – Proxy Statement

2021 PROXY SUMMARY

DENTSPLY SIRONA INC. – Proxy Statement     3

ABOUT THE MEETING

Q. Why Did I Receive this Proxy Statement?

Our Board is soliciting your proxy to vote at the meeting because you were a stockholder of our Company as of March 29, 2021, the Record Date, and are entitled to vote.

This Proxy Statement summarizes the information you need to know in order to cast a vote at the meeting.

Q. What Am I Voting On?

You are voting on three items:

Q. How Do I Vote?

Q. What Are the Voting Recommendations of the Board of Directors?

If you return a properly executed proxy card without instructions, the persons named as proxy holders will vote your shares in accordance with the recommendations of our Board.

4    DENTSPLY SIRONA INC. – Proxy Statement

ABOUT THE MEETING

Q. Will Any Other Matters Be Voted On?

We do not know of any other matters that will be brought before the stockholders for a vote at the Annual Meeting. If any other matter is properly brought before the meeting, your signed or electronic proxy card gives authority to Donald M. Casey, Jr. and Keith J. Ebling, or either of them, to vote your shares at their discretion.

Q. Who Is Entitled to Vote at the Meeting?

Only stockholders of record at the close of business on the Record Date of March 29, 2021 are entitled to receive notice of and to participate virtually in the annual meeting. If you were a stockholder of record on that date, you will be entitled to vote all of the shares you held on that date at the meeting, or at any postponement or adjournment thereof.

Q. How Many Votes Do I Have?

You will have one vote for each share of our common stock you owned at the close of business on the Record Date.

Q. How Many Votes Can Be Cast by All Stockholders?

On the Record Date there were 218,189,441 outstanding shares of our common stock, each of which is entitled to one vote at the meeting. There is no cumulative voting.

Q. How Many Votes Must Be Present to Hold the Meeting?

The holders of a majority of the aggregate voting power of our common stock outstanding and entitled to vote on the Record Date, or approximately 109,094,720 votes, must be present virtually, or by proxy, at the meeting in order to constitute a quorum necessary to conduct the meeting.

If you vote or abstain on any matter, your shares will be part of the quorum. If you hold your shares in street name and do not provide voting instructions to your broker, bank, trustee or other nominee but your broker, bank, trustee or other nominee has, and exercises, its discretionary authority to vote on at least one matter to be voted on at the meeting, your shares will be counted in determining the quorum for all matters to be voted on at the meeting. Brokers have discretionary authority with respect to the ratification of the appointment of independent registered public accountants, but do not have discretionary authority with respect to the other proposals.

We urge you to vote by proxy even if you plan to attend the meeting virtually so that we will know as soon as possible that a quorum has been achieved.

Q. What Vote Is Required to Approve Each Proposal?

With respect to Item 1, the election of directors, the affirmative vote of a majority of the votes cast is required to elect a director in an uncontested election when a quorum is present. A “majority of the votes cast” means the number of votes cast “for” a director exceeds the number of votes cast “against” that director. “Votes cast” excludes abstentions and any broker non-votes. Accordingly, abstentions and broker non-votes will have no effect on the election of directors. Brokers do not have discretionary authority with respect to the election of directors. Under Delaware law, if an incumbent director- nominee is not elected at the meeting, the director will continue to serve on the Board as a “holdover director.” As required by our bylaws, each director-nominee has submitted an irrevocable conditional letter of resignation which becomes effective if he or she is not elected by a majority of the votes cast by stockholders. If a director- nominee is not elected by a majority of the votes cast, the Corporate Governance and Nominating Committee will consider the director’s conditional resignation and recommend to the Board whether to accept or reject such resignation. The Board will decide whether to accept or reject the resignation and will publicly disclose its decision within 90 days after the date of the certification of the election results.

With respect to Items 2 and 3, the affirmative vote of a majority of the votes cast is required for approval, assuming a quorum is present. With respect to Item 3, because your vote is advisory, it will not be binding upon the Board; however the Human Resources Committee and the Board have in the past considered and will continue to consider the outcome of the vote when making decisions for future executive compensation arrangements.

Brokers have discretionary authority to vote with respect to the ratification of the appointment of independent registered public accountants. Brokers do not have discretionary authority to vote with respect to the other proposals. Abstentions and broker non-votes will therefore have no effect on Items 2 and 3.

DENTSPLY SIRONA INC. – Proxy Statement     5

ABOUT THE MEETING

Q. What is a Broker Non-Vote?

If you are a beneficial owner whose shares are held in “street name” (i.e., of record by a broker, bank, trustee, or other nominee), you must instruct the broker, bank, trustee or other nominee how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker, bank, trustee or other nominee does not have discretionary authority to vote. This is called a “broker non-vote.” In these cases, the nominee can register your shares as being present at the Annual Meeting for purposes of determining the presence of a quorum but will not be able to vote on those matters for which specific authorization is required. For the 2021 meeting, your broker does not have discretionary authority to vote on the election of directors or on the advisory vote to approve the Company’s executive compensation (or, “Say-on-Pay” vote), without instructions from you, in which case a broker non-vote will occur and your shares will not be voted on these matters. Accordingly, it is particularly important that beneficial owners instruct their brokers how they wish to vote their shares.

Q. Can I Change My Vote or Revoke My Proxy?

Yes. You may change or revoke your proxy by sending in a new proxy card with a later date, or cast a new vote by telephone or Internet (not later than the deadline of 11:59 p.m. Eastern Time on May 25, 2021), or send a written notice of revocation to our Corporate Secretary at Dentsply Sirona’s Corporate Headquarters, 13320 Ballantyne Corporate Place, Charlotte, NC 28277. If you attend the meeting virtually and wish to vote at the meeting, you may request that your previously submitted proxy be revoked.

Q. What is the Deadline to Submit a Proposal for the 2021 Annual Meeting?

The Company’s Proxy Statement for the 2021 Annual Meeting of Stockholders was released on April 16, 2021. Accordingly, stockholder proposals that are intended to be presented at the Company’s Annual Meeting to be held in 2022 must be received by the Company no later than December 17, 2021, and must otherwise comply with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in order to be included in the Proxy Statement and proxy relating to that meeting. See “Other Matters – Nominating Candidates for Election to the Board or Proposing Other Business to be Brought before the Annual Meeting” for more information regarding procedures for stockholders seeking to nominate persons for election to the Board, or to propose other business to be brought before an Annual Meeting of Stockholders outside of Rule 14a-8.

Q. Why Haven’t I Received a Printed Copy of the Proxy Statement or Annual Report?

We are taking advantage of Securities and Exchange Commission (“SEC”) rules that allow companies to furnish proxy materials to stockholders via the Internet. This allows us to avoid printing and mailing proxy materials to stockholders who prefer to review the materials online. If you received a Notice of Internet Availability of Proxy Materials, or “Notice,” by mail, you will not receive a printed copy of the proxy materials, unless you submit a specific request.

The Notice instructs you on how to access and review all of the important information contained in the Proxy Statement and annual report as well as how to submit your proxy over the Internet. If you received the Notice and would still like to receive a printed copy of the proxy materials, you should follow the instructions for requesting these materials included in the Notice. We plan to mail the Notice to stockholders by April 16, 2021.

Q. Who Can Attend the Annual Meeting Virtually?

Any Dentsply Sirona stockholder as of the close of business on the Record Date may attend the virtual meeting. To participate in the Annual Meeting, visit http://www.virtualshareholdermeeting.com/XRAY2021. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. You may begin to log into the meeting platform beginning at 9:45 a.m. Eastern Time on May 26, 2021. The meeting will begin promptly at 10:00 a.m. Eastern Time on May 26, 2021.

If you hold your shares in street name and wish to attend and vote at the meeting virtually, please obtain instructions on how to attend and vote at the meeting virtually from your broker, bank, trustee or other nominee.

Q. How Can I Submit Questions for the Annual Meeting?

To submit questions during the meeting, please visit http://www.virtualshareholdermeeting.com/XRAY2021. You will need the 16-digit control number included with your proxy materials, on your proxy card, Notice of Internet Availability or

6    DENTSPLY SIRONA INC. – Proxy Statement

ABOUT THE MEETING

on the instructions that accompanied your proxy materials. If you want to submit your question during the meeting, log into the virtual meeting platform at http://www.virtualshareholdermeeting.com/XRAY2021, type your question into the “Ask a Question” field, and click “Submit.” Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. Questions regarding personal matters, including those related to employment, product issues, or business suggestions, are not pertinent to meeting matters and therefore will not be answered.

Q. How Will My Shares Be Voted if I Submit a Proxy Without Indicating My Vote?

If you submit a properly executed proxy without indicating your vote, your shares will be voted as follows:

Q. What if I participate in the DENTSPLY SIRONA Inc. 401(k) Savings and Employee Stock Ownership Plan (“ESOP”)?

If you participate in a Company stock fund under the ESOP and had shares of our common stock associated with your account on the record, you will receive an electronic notice unless you opted to receive paper copies of the proxy materials. The electronic notice will contain voting instructions for all shares registered in the same name, whether inside or outside of the ESOP. If your accounts inside and outside of the ESOP are not registered in the same name, you will receive a separate electronic notice for the shares associated with your ESOP account.

Shares of common stock in the ESOP will be voted by T. Rowe Price Retirement Plan Services, Inc., as trustee of the ESOP. ESOP participants in a Company stock fund should submit their voting instructions to T. Rowe Price by using the toll-free telephone number or indicating their instructions over the Internet, in each case pursuant to the instructions in the notice provided by T. Rowe Price, or by submitting an executed proxy card. Voting instructions regarding ESOP shares must be received by 11:59 p.m. Eastern Time on Tuesday, May 25, 2021, and all telephone and Internet voting facilities for plan shares will close at that time. You can revoke your voting instructions for shares held in our ESOP prior to such time by timely delivery of a properly executed, later-dated voting instruction card (or an Internet or telephone vote), or by delivering a written revocation of your voting instructions to T. Rowe Price.

All voting instructions from ESOP participants will be kept confidential. If you do not timely submit voting instructions, the shares allocated to you, together with unallocated shares, will be voted in accordance with the instructions of the Company.

Q. What if I have technical difficulties or trouble accessing the virtual meeting website?

The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, Microsoft Edge and Safari) and devices (desktops and laptops) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting. We will have technical support ready to assist stockholders with any technical difficulties they may experience in accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call technical support at:

1-844-976-0738 (U.S. Domestic Toll Free); or

1-303-562-9301 (International)

Q. Why are you not holding the Annual Meeting in a physical location?

We successfully held our Annual Meeting virtually for the first time in 2020 and we have made the decision to hold the Annual Meeting virtually again in 2021. We believe that continuing to hold the Annual Meeting virtually allows us to improve stockholder accessibility, increase communications, reduce costs and protect the health and safety of our stockholders and employees.

DENTSPLY SIRONA INC. – Proxy Statement     7

CORPORATE CITIZEN HIGHLIGHTS FROM 2020

Every day, we empower dental professionals globally to provide millions of patients with better dental care and to make people smile. At the heart of our business are innovative products and integrated solutions for dental professionals that make a difference in the lives of their patients. As a global leader in the dental industry, we constantly strive to exceed expectations – of our customers, our employees, our shareholders and the communities in which we live and work.

Human Capital Management

The Company’s workforce is critical to meeting its strategic goals in order to deliver on the promises of growing revenues, improving margins and simplifying the organization. At the end of 2020, the Company had approximately 14,300 employees which the Company relies on to accomplish these strategic objectives in order to continue to lead the dental industry. Our key human capital management priorities include talent acquisition, diversity and inclusion, engagement, development, and retention.

In 2020, we enhanced our strategy for attracting, engaging, developing and retaining talent. The Company has created future-focused early career recruiting programs with universities, local trade schools that allow for on-the-job experienced-based training. To foster engagement and communication with employees while keeping them safe and healthy, in 2020 we conducted numerous virtual town halls and video chats, to keep our employees informed and to provide multiple opportunities for employees globally to ask our executive leadership team questions. We also launched a global employee assistance program to support employees with personal or work-related issues, focusing on health, including mental and emotional well-being. We created a global skill development approach within the Company’s segments and functions for leadership and we are currently engaged in efforts to improve the Company’s retention of critical global talent through appropriate opportunities and rewards.

We view diversity in our organization as a source of strength and we seek to provide opportunities for all employees to bring their perspective, experience, and lens to the workplace. We believe our commitment to a diverse workforce drives innovation and customer centricity. . To further these goals, in 2020, the Company established a global Diversity & Inclusion Council to evaluate current policies and processes to ensure they are inclusive, to benchmark challenge areas and prioritize next steps. The Company also hired a Diversity & Inclusion Lead to develop awareness through training, career coaching, networking and talent development. The Company continues to measure its progress against key metrics.

The Company’s Diversity & Inclusion Council is a group of demographically and functionally diverse global employees dedicated to enabling the Diversity & Inclusion function and championing initiatives that support the organization internally and externally. The Diversity & Inclusion Council’s top priority is to intentionally increase awareness and impact of Diversity & Inclusion priorities as well as increasing leaders’ ability to discuss and be held accountable for driving sustainable diversity, inclusion and equity outcomes.

The Company has supported the launch of employee-led employee resource groups to foster a diverse, inclusive workplace aligned with the strategy. Potential benefits of employee resource groups include the development of future leaders, increased employee engagement and expanded market reach. There has been high employee participation in the employee resource groups and subsequent events.

8    DENTSPLY SIRONA INC. – Proxy Statement

CORPORATE CITIZEN HIGHLIGHTS FROM 2020

In 2020, the Company launched training to provide further awareness on diversity and inclusion- related topics. Specifically, we offer unconscious bias training for all employees to provide a better understanding of how employees’ actions and words influence our work environment and our interactions.

We also offer to train and coach people managers to use performance development tools to drive inclusive behaviors and practices., Optionally, employees were invited to attend small group discussions to share their experiences on the topic of diversity and inclusion.

In 2020, the Company issued talent sourcing guidelines for director-level and above roles requiring a diverse candidate slate for consideration. We provide internal career coaching and utilize talent profiles to highlight diverse talent for internal opportunities. We educate our managers on inclusive hiring practices.

Executive management reviews the Company’s D&I key metrics on a monthly basis, including attraction, engagement, advancement and retention of diverse talent. In 2020, the Company deployed a pulse survey to US employees to gather feedback on diversity and inclusion-related topics. Results of the survey were used finalize the diversity and inclusion strategy.

DENTSPLY SIRONA INC. – Proxy Statement     9

PROXY ITEM NO. 1:

ELECTION OF DIRECTORS

The current term of office of all of our directors expires at the meeting or when their successors are duly elected and qualified. The Corporate Governance and Nominating Committee recommended and our Board has nominated ten directors to be elected to serve until the next annual meeting of stockholders or until their successors are duly elected and qualified. Francis J. Lunger, who has served on our Board with distinction since 2005, is not standing for election to the Board as he has reached the mandatory retirement age in accordance with the Company’s Corporate Governance Guidelines/Policies. Additionally, Michael C. Alfano, who has served on our Board with distinction since 2001, is not standing for election to the Board at the 2021 Annual Meeting of Stockholders in order to focus on his other ongoing ventures. Accordingly, both Mr. Lunger and Dr. Alfano will no longer be serving on our Board following the Annual Meeting of Stockholders on May 26, 2021. The Company is grateful for the many years of service of both Mr. Lunger and Dr. Alfano.

Effective September 16, 2020, Clyde R. Hosein, who had been identified as a potential director candidate by current members of the Board, was appointed to the Board. Therefore, upon the departure of Mr. Lunger and Dr. Alfano, the size of the Board will be reduced to ten members. All nominees are currently directors of our Company and all nominees have agreed to serve if elected. Unless otherwise specified, all proxies will be voted in favor of each nominee as a director of our Company.

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 Mr. Casey, our current CEO, 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 27.

10    DENTSPLY SIRONA INC. – Proxy Statement

PROXY ITEM NO. 1: ELECTION OF DIRECTORS

Board Diversity, Tenure and Independence

Our Corporate Governance Guidelines/Policies provide that the Corporate Governance and Nominating Committee will recommend candidates for our Board who possess the highest personal and professional ethics, integrity and values, and who are committed to representing the long-term interests of stockholders. The Board believes that having directors of diverse race, ethnicity, global perspectives and gender, along with varied skills and experiences, contributes to a balanced and effective Board. The Company’s Corporate Governance Guidelines/Policies further emphasize our policy of inclusiveness and ensure that the Corporate Governance and Nominating Committee, in performing its responsibilities to review director candidates and recommend candidates to the Board for election, includes candidates with a diversity of race, ethnicity, global perspectives and gender 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.

Director Biographies

Set forth below are the biographies of our Director nominees up for reelection at our Annual Meeting.

DENTSPLY SIRONA INC. – Proxy Statement     11

PROXY ITEM NO. 1: ELECTION OF DIRECTORS

12    DENTSPLY SIRONA INC. – Proxy Statement

PROXY ITEM NO. 1: ELECTION OF DIRECTORS

DENTSPLY SIRONA INC. – Proxy Statement     13

PROXY ITEM NO. 1: ELECTION OF DIRECTORS

14    DENTSPLY SIRONA INC. – Proxy Statement

PROXY ITEM NO. 1: ELECTION OF DIRECTORS

DENTSPLY SIRONA INC. – Proxy Statement     15

PROXY ITEM NO. 1: ELECTION OF DIRECTORS

16    DENTSPLY SIRONA INC. – Proxy Statement

PROXY ITEM NO. 1: ELECTION OF DIRECTORS

DENTSPLY SIRONA INC. – Proxy Statement     17

PROXY ITEM NO. 1: ELECTION OF DIRECTORS

18    DENTSPLY SIRONA INC. – Proxy Statement

PROXY ITEM NO. 1: ELECTION OF DIRECTORS

DENTSPLY SIRONA INC. – Proxy Statement     19

PROXY ITEM NO. 1: ELECTION OF DIRECTORS

20    DENTSPLY SIRONA INC. – Proxy Statement

PROXY ITEM NO. 1: ELECTION OF DIRECTORS

DENTSPLY SIRONA INC. – Proxy Statement     21

PROXY ITEM NO. 1: ELECTION OF DIRECTORS

Summary of Director   Qualifications and Experience

Large Company Experience as Executive or Board Member is important because of the complex and unique management requirements for a large, public company.

·

·

·

·

·

·

·

·

·

9

Extensive Knowledge of DENTSPLY SIRONA History and Industry allows our Board of Directors to learn from our history and what works for our company.

·

·

·

·

·

·

·

7

Medical Device or Industry Experience is important in understanding innovation and developments in the larger field.

·

·

·

·

·

5

Dental Device or Industry Experience facilitates relevant, efficient, and effective discourse relating to our business and strategy.

·

·

·

·

·

·

6

International Business Experience is important because of our global reach and the growing interconnectivity of people and industry.

·

·

·

·

·

·

·

·

·

·

10

Financial Literacy is necessary to understand our financial reports, internal controls, and the complex transactions we conduct regularly.

·

·

·

·

·

·

·

·

·

·

10

Public Company Governance Experience assists directors with diligent management of accountability, transparency and protection of stockholder interests.

·

·

·

·

·

·

·

·

·

·

10

Experience in Marketing and Sales is crucial in understanding how to most effectively sell our products in existing markets and to expand to new ones.

·

·

·

·

·

·

·

7

Manufacturing Experience helps in understanding the balance between efficiency and the highest level of quality controls.

·

·

·

·

·

·

·

7

Experience in HR and Talent Management allows directors to help us hire, motivate, and retain the best employees.

·

·

·

·

·

·

·

·

·

·

10

Understanding and Previous Work with Information Technology will allow our company to innovate and thrive in a world that relies more heavily than ever on interconnectivity of systems and tech.

·

·

·

·

·

·

·

7

Experience in Capital Allocation and Deployment allows directors to decide on the proper placement of assets and funds, manage risks, and invest smartly in upcoming and lucrative avenues.

·

·

·

·

·

·

·

·

·

·

10

Business Development Experience (including M&A) is important because of the board’s role in strategic planning of mergers, acquisitions, and divestitures.

·

·

·

·

·

·

·

·

·

·

10

Quality and Regulatory Experience allows our directors to provide oversight of our regulated activities and risk management.

·

·

·

·

·

·

6

Prior Work in Research and Development allows directors to understand the potential for new and innovative technologies and how to facilitate them.

·

·

·

·

·

5

Qualified Financial Experts have met Sarbanes-Oxley Act requirements meant to improve disclosures and prevent improper financial practice.

·

·

·

·

·

·

·

·

·

9

Enterprise Risk Management, including business continuity and cyber security, allows our company to thrive in a rapid-paced and tech-driven market.

·

·

·

·

·

·

·

·

·

·

10

22    DENTSPLY SIRONA INC. – Proxy Statement

CORPORATE GOVERNANCE

Corporate Governance Highlights

We are committed to high standards of corporate governance as an essential element of delivering long-term stockholder value. We have implemented many governance best practices, including the following:

The Board of Directors and its Committees

Our Board is responsible for establishing broad corporate policies and for overseeing the overall management of the Company. In addition to considering various matters which require its approval, our Board provides advice and counsel to, and ultimately monitors the performance of, our senior executives. The following table provides information about the anticipated composition of the Board committees following the annual meeting.

DENTSPLY SIRONA INC. – Proxy Statement     23

CORPORATE GOVERNANCE

Committees of the   Board of Directors

Audit and Finance Committee

·

C

·

Corporate Governance and Nominating Committee

·

C

·

Executive Committee

C

·

·

·

Human Resources Committee

C

·

·

·

Science and Technology Committee

·

·

C

Our Board currently has five standing committees, the Audit and Finance Committee, the Corporate Governance and Nominating Committee, the Executive Committee, the Human Resources Committee, and the Science and Technology Committee. Each of the committees has a written charter which is reviewed at least annually to reflect the activities of each of the respective committees, changes in applicable law or other relevant considerations, with any changes approved by the full Board. Each of these committees, with the exceptions of the Executive Committee and the Science and Technology Committee, is composed entirely of directors deemed to be, in the judgment of our Board, independent in accordance with the listing standards of The Nasdaq Global Select Market. Our Board met nine times in 2020. Each director attended at least 75% of the total number of meetings of the Board and the Board committees of which he or she was a member in 2020. While we do not have a formal policy requiring members of the Board to attend the annual meeting of stockholders, we encourage all directors to attend the virtual meeting, and all of our directors attended the last annual meeting of stockholders.

The following table lists the members, primary functions, and number of meetings held with respect to each committee.

24    DENTSPLY SIRONA INC. – Proxy Statement

CORPORATE GOVERNANCE

DENTSPLY SIRONA INC. – Proxy Statement     25

CORPORATE GOVERNANCE

Leadership Structure of the Board of Directors

Non-Executive Chairman of the Board

The roles of non-executive Chairman of the Board and Chief Executive Officer are currently held by separate individuals. We believe that having a non-executive Chairman is in the best interests of the Company and our stockholders at this time. The separation of the roles of Chairman and Chief Executive Officer allows Mr. Casey to focus on managing the Company’s business and operations, and allows Mr. Brandt to focus on Board matters. Further, we believe that the separation of these roles ensures the independence of the Board in its oversight role of evaluating and assessing the Chief Executive Officer and management generally.

We believe that our governance structure provides effective oversight of the Board because:

Governance Practices and Policies

Our Company is committed to the values of effective corporate governance and high ethical standards. These values are conducive to long-term performance and the Board reevaluates our policies on an ongoing basis to ensure they sufficiently meet the Company’s needs. We believe our key corporate governance and ethics policies enable us to manage our business in accordance with the highest standards of business practice and in the best interests of our stockholders.

Corporate Governance Guidelines/Policies and Committee Charters

We have adopted Corporate Governance Guidelines/Policies to outline our corporate governance structure and address significant corporate governance issues. The Corporate Governance and Nominating Committee reviews our Corporate Governance Guidelines/Policies at least annually. Copies of these Guidelines as well as the Charter for each standing committee of our Board can be found at the “Investors — Corporate Governance — Documents & Charters” section of our website at www.dentsplysirona.com.

Code of Ethics

We have adopted a Code of Ethics which applies to all of our directors, executive officers, and employees. A copy of the Code of Ethics is available at the “Investors — Corporate Governance — Documents & Charters — Governance Documents” section of our website at www.dentsplysirona.com.

Risk Oversight

The Board oversees the management of risks inherent in the operation of our businesses and the implementation of our strategic plan. In this regard, the Board seeks to understand and oversee the most critical risks relating to the Company’s business, allocate responsibilities for the oversight of risks amongst the full Board and its committees, and see that management has in place effective systems and processes for managing risks facing the Company. Risks falling within this area include but are not limited to general business and industry risks, operating risks, business continuity risks, cyber-security risks, financial risks including infrastructure, talent management and human capital and workforce related risks and compliance and regulatory risks. Overseeing risk is an ongoing process and is inherently tied to our operations and overall strategy. Accordingly, the Board considers risk throughout the year and with respect to specific proposed actions. While the Board oversees risk, our management is charged with identifying and managing risk. The Company has robust internal processes and a strong internal control environment to identify and manage risks

26    DENTSPLY SIRONA INC. – Proxy Statement

CORPORATE GOVERNANCE

and to communicate information about risk to the Board. Risk management is not allocated to a single risk management officer within the Company, but rather is administered by management in an approach that is designed to ensure that the most significant risks to the Company, on a consolidated basis, are being managed and monitored appropriately. This process includes:

The Board implements its risk oversight function both as a whole and through delegation to the Board committees. Specifically, the Audit and Finance Committee, pursuant to its charter, regularly assesses and discusses with management the Company’s major enterprise risk exposures and the steps that have been taken to monitor and control such exposures. The Audit and Finance Committee and the other committees meet regularly and report back to the full Board. The Corporate Governance and Nominating Committee is responsible for overseeing management of risks related to our environmental and governance practices, and coordinates with the Human Resources Committee on overseeing management of risks related to our social practices. The full Board regularly reviews reports from management on various aspects of our business, including related risks and tactics and strategies for addressing them. At least annually, the Board reviews our CEO succession planning. In performing these functions, each committee has full access to management, as well as the ability to engage advisors. See “The Board of Directors and its Committees” above for more information regarding the roles and responsibilities of the Board committees.

The Board and the Audit and Finance Committee, pursuant to its Charter, oversee the Company’s management of cybersecurity risk. The Audit and Finance Committee regularly briefs the full Board on these matters, and the full Board and the Audit and Finance Committee receive updates multiple times throughout the year and ad-hoc briefings from the Chief Information Officer on the Company’s cyber security program, including information about cyber risk management governance and the status of projects to strengthen cybersecurity controls

Also, the Company’s leadership structure, discussed in “Leadership Structure of the Board of Directors” above, supports the risk oversight function of the Board. In addition, independent directors chair the Board committees involved with risk oversight and there is open communication between senior management and directors.

Selection of Nominees for the Board of Directors

Corporate Governance and Nominating Committee Recommendation Process

The Corporate Governance and Nominating Committee is responsible for evaluating potential candidates to serve on our Board and for recommending nominees to be presented for election or reelection to the Board at our annual meeting of stockholders. In evaluating potential director candidates, including incumbent directors, the Corporate Governance and Nominating Committee considers the skills and characteristics possessed by each candidate in the context of the perceived needs of the Board in an effort to ensure there is a blend of skills and experience that will enhance the effectiveness of the Board. The Corporate Governance and Nominating Committee actively considers for selection as directors those persons:

DENTSPLY SIRONA INC. – Proxy Statement     27

CORPORATE GOVERNANCE

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 Corporate Governance and Nominating Committee, in performing its responsibilities to review director candidates and recommend candidates to the Board for election, includes candidates with a diversity of race, ethnicity, global perspectives and gender in each pool of candidates from which Board nominees are chosen and actively considers for selection as directors persons who meet such criteria.

In identifying potential candidates for the Board, the Corporate Governance and Nominating Committee relies on recommendations from a number of possible sources, including current directors and officers. The Corporate Governance and Nominating Committee may also retain outside consultants or search firms to help identify potential candidates for membership on the Board.

The Corporate Governance and Nominating Committee will also consider candidates recommended by stockholders on the same basis as other candidates. Stockholder recommendations for director candidates should be submitted in writing to the Corporate Secretary at DENTSPLY SIRONA Inc., 13320 Ballantyne Corporate Place, Charlotte, NC 28277, along with the name of the candidate and all biographical and other information about the candidate that would be required to be included in a Proxy Statement under the rules of the SEC, a description of the relationship between the candidate and the recommending stockholder, the proposed candidate’s consent to serve as a director if elected and proof of the number of shares of our common stock owned by the recommending stockholder and the length of time such stockholder has owned those shares. The Corporate Governance and Nominating Committee may request additional information and will then evaluate the proposed candidate based on the criteria described above. These procedures relate only to stockholder recommendations for director candidates to be considered by the Corporate Governance and Nominating Committee. Any stockholder who wishes to formally nominate a candidate must follow the procedures set forth in our Bylaws. See “Other Matters—Nominating Candidates for Election to the Board or Proposing Other Business to be Brought before the Annual Meeting.”

Pursuant to the proxy access provisions of our Bylaws, a holder (or a group of not more than 20 holders) of at least 3% of our outstanding common stock continuously for at least three years is entitled to nominate and include in our proxy materials director nominees constituting up to the greater of two individuals or 20% of our Board of Directors, provided

28    DENTSPLY SIRONA INC. – Proxy Statement

CORPORATE GOVERNANCE

that the nominating holder(s) and the nominee(s) satisfy the requirements specified in our Bylaws, including by providing us with advance notice of the nomination. For more detailed information on how to submit a nominee for inclusion in our proxy materials pursuant to the proxy access provisions, see “Other Matters—Nominating Candidates for Election to the Board or Proposing Other Business to be Brought before the Annual Meeting.” Any stockholder who wishes to formally nominate a candidate without seeking access to our proxy materials must follow the procedures set forth in our Bylaws. See “Other Matters—Nominating Candidates for Election to the Board or Proposing Other Business to be Brought before the Annual Meeting.”

Directors’ Compensation

Effective January 1, 2020, the Non-Employee Director Compensation Policy was amended to: (1) eliminate the additional annual cash retainers payable to committee members and to the Executive Committee Chair; (2) increase the annual cash retainers paid to all Directors from $85,000 to $100,000; (3) increase the annual cash retainer paid to the Non-Executive Chairman of the Board from $66,000 to $75,000; (4) increase the annual cash retainer paid to the chair of the Audit and Finance Committee from $22,500 to $25,000; (5) increase the annual equity award paid to all Directors from $175,000 to $200,000; (6) increase the annual equity award paid to the Non-Executive Chairman of the Board from $66,000 to $100,000; and (7) adopt a new annual cash fee of $15,000 payable to the Chair of the Science and Technology Committee which was newly formed in December 2019.

No other changes to the Non-Employee Director Compensation Policy were recommended by the Human Resources Committee in 2020.

2020 Director Compensation

Directors who held such positions at the beginning of 2020 and who are not employees of our Company were entitled to receive:

Cash Compensation

Equity Compensation

Additionally, in light of the disruption and uncertainty created by the COVID-19 pandemic and its anticipated impact on the Company’s operations, each member of the Board agreed to waive one quarter of his or her annual cash retainer for 2020.

DENTSPLY SIRONA INC. – Proxy Statement     29

CORPORATE GOVERNANCE

The following table provides information regarding the compensation of our non-employee directors for 2020.

30    DENTSPLY SIRONA INC. – Proxy Statement

CORPORATE GOVERNANCE

Stock Ownership Guidelines for Directors

It is the policy of the Board that all Directors hold an equity interest in the Company. Toward this end, the Board expects that all Directors own, or acquire within five years of first becoming a Director, shares of common stock of the Company (including share units held under the Company’s Board of Directors Deferred Compensation Plan, or any successor plan, and restricted stock units, but not including stock options) having a market value of at least five times the annual retainer paid to Board members. The Board recognizes that exceptions to this policy may be necessary or appropriate in individual cases, and may approve such exceptions from time to time as it deems appropriate. A Director who fails to meet this policy solely due to share price decline caused by circumstances outside of the Company’s control will not be required to acquire additional shares to meet the threshold and will be deemed to be compliant with this policy, so long as such Director has not sold or otherwise transferred any shares (other than shares withheld to pay withholding taxes or exercise price of stock options) until the Director again meets the applicable threshold. The Human Resources Committee shall determine the applicability of this provision in individual circumstances.

All Directors were in compliance with the stock ownership guidelines as of the end of 2020.

Communicating with the Board of Directors

Stockholders who wish to communicate with the Board as a group, the non-management directors as a group, or any individual director, including the Chairman, may do so by writing to the Corporate Secretary at DENTSPLY SIRONA Inc., 13320 Ballantyne Corporate Place, Charlotte, NC 28277. All mail received will be opened and screened for security purposes and mail determined to be appropriate and within the purview of the Board will be forwarded to the respective Board member to which the communication is addressed. Mail addressed to “Outside Directors” or “Non-Management Directors” will be forwarded or delivered to the Chairman of the Corporate Governance and Nominating Committee. Mail addressed to the “Board of Directors” will be forwarded or delivered to the Chairman of the Board.

Human Resources Committee Interlocks and Insider Participation

During the last completed fiscal year, Willie A. Deese, Betsy D. Holden, Arthur D. Kowaloff, and Gregory T. Lucier each served as members of the Human Resources Committee. None of the current or 2020 members of the Human Resources Committee has ever been an officer or employee of the Company or had a relationship during the last fiscal year requiring disclosure pursuant to Item 404 of Regulation S-K. None of our current or 2020 executive officers served as a member of the board or compensation committee of any entity that has one or more executive officers serving on our Board or Human Resources Committee.

Certain Relationships and Related Party Transactions

Two Related Person Transactions (as defined below) were noted since December 31, 2019.

In 2019, the Company began an enterprise modernization program to improve the Company’s customer and employee experience, enable data-driven decision making, provide a lower cost-to-serve and ensure that the Company operates at scale to support future growth. One of the transformative workstreams of the enterprise modernization program relates to the digitization of operations. The Company, with the assistance of an independent third-party consultant, conducted a rigorous sourcing process for software to facilitate the digitization or operations workstream. As a result of that process, the Company received recommendations for various products and determined that one of Automation Anywhere, Inc.’s products would be the best solution for various reasons, including technical quality, customer service, versatility and economics. Mr. Clyde Hosein served as the Chief Financial Officer of Automation Anywhere, Inc. until March 2021, at which time he resigned his position. The enterprise modernization program and the digitization of operations workstream and the sourcing process were each initiated prior to Mr. Hosein’s appointment to the Board of Directors and were conducted without any involvement of Mr. Hosein. Mr. Hosein was not involved in the recommendation or selection of either the Company’s third-party consultant or their recommendation for the Company’s licensing of Automation Anywhere, Inc.’s software. In accordance with the Company’s Related Person Transaction Policy, in December 2020, the Corporate Governance and Nominating Committee reviewed and approved the terms of the proposed licensing of an Automation Anywhere, Inc. software product at an annual cost of $169,800.

Additionally, in 2020, the Company agreed to pay Cardinal Health approximately $765,000 in exchange for a release of the Company and its chief executive officer with respect to the hiring of the Company’s chief financial officer in 2019.

DENTSPLY SIRONA INC. – Proxy Statement     31

CORPORATE GOVERNANCE

Related Person Transaction Policy

The Company has a written policy and procedures with respect to the review and approval of Related Person Transactions. The Corporate Governance and Nominating Committee reviews the material facts of all Related Person Transactions that require the Corporate Governance and Nominating Committee’s approval and either approves or disapproves of the entry into the Related Person Transaction, subject to certain identified exceptions described below. In determining whether to approve or ratify a Related Person Transaction, the Corporate Governance and Nominating Committee takes into account, among other factors it deems appropriate, whether the Related Person Transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the interest of the Related Person (as defined by Item 404 of SEC Regulation S-K) in the Related Person Transaction. The Chair of the Corporate Governance and Nominating Committee is delegated the authority by the Board to approve Related Person Transactions that, because of timing or scheduling, are not feasible to be approved by the full Corporate Governance and Nominating Committee.

The policy applies to any transaction, arrangement or relationship in which the Company (including any of its subsidiaries) will be a participant and in which any Related Person will have a direct or indirect material interest, and the amount involved exceeds $120,000 (a “Related Person Transaction”).

The Corporate Governance and Nominating Committee has pre-approved, under the policy, the following Related Person Transactions without regard to the amount involved:

Except to the extent pre-approved, as noted above, Related Person Transactions are subject to the following procedures:

The Related Person notifies the General Counsel of the Company of any proposed Related Person Transaction, including the Related Person’s relationship to the Company and interest in the proposed Related Person Transaction; the material terms of the proposed Related Person Transaction; the benefits to the Company of the proposed Related Person Transaction; and the availability from alternative sources of the products or services that are the subject of the proposed Related Person Transaction.

The proposed Related Person Transaction is submitted to the Corporate Governance and Nominating Committee for consideration at the next Corporate Governance and Nominating Committee meeting or, if the General Counsel, after consultation with the CEO or the CFO, determines that the Company should not wait until the next Corporate Governance and Nominating Committee meeting, to the Chair of the Corporate Governance and Nominating Committee, acting pursuant to authority delegated by the Board. Any Related Person Transactions approved pursuant to delegated authority by the Chair of the Corporate Governance and Nominating Committee is reported to the Corporate Governance and Nominating Committee at the next Corporate Governance and Nominating Committee meeting.

32    DENTSPLY SIRONA INC. – Proxy Statement

CORPORATE GOVERNANCE

To the extent the Company becomes aware of a Related Person Transaction that was not previously approved under this policy, it shall be promptly reviewed as described above and be ratified, amended or terminated, as determined appropriate by the Corporate Governance and Nominating Committee.

Executive Officers of the Company

In addition to Mr. Casey, our current executive officers include Ranjit S. Chadha, Chidam A. Chidambaram, Matthew M. Coggin, Keith J. Ebling, Jorge M. Gomez, Daniel P. Key, Walter Petersohn, Cord F. Staehler and Lisa M. Yankie. Information concerning our executive officers, other than Mr. Casey, whose information can be found under “Proxy Item No. 1: Election of Directors” above, follows.

Ranjit S. Chadha, age 51. Mr. Chadha has served as Chief Accounting Officer and Principal Accounting Officer of the Company since August 31, 2020. From April 2016 to March 2020, Mr. Chadha served at Leidos, a defense sector IT services company, most recently as Senior Vice President (SVP), Corporate Financial Planning & Analysis (June 2019-March 2020) and prior to that as SVP-Corporate Controller (April 2016-May 2019). Prior to Leidos, Mr. Chadha spent six years at Computer Sciences Corporation (CSC) (now DXC Technology), a global IT services company, most recently as an Assistant Controller. Prior to CSC, he spent 17 years at PwC, including two years at the firm’s National Office Assurance Quality Group. Mr. Chadha is a Certified Public Accountant and a Chartered Accountant from India. He received his Bachelor of Science from St. Stephens College, Delhi University, India.

Chidam A. Chidambaram, age 54. Mr. Chidambaram joined the Company in October 2018 and has served as Senior Vice President, Chief Digital Officer since May 2019. He was named Chief Marketing Officer in April of 2019. Prior to joining the Company, Mr. Chidambaram served as interim Chief Revenue Officer and Consultant at Venminder, a risk management solutions company, from August 2017 to September 2018. Prior to Venminder, from April 2016 to March 2017, Mr. Chidambaram served as Executive Vice President and Chief Revenue Officer of Bluestem Brands with P&L responsibility for the company’s entire portfolio of brands, and from May 2009 to April 2016, he served as Executive Vice President and Chief Marketing Officer. Bluestem Brands was #62 in the Internet Retailers Top 100 ranking for the USA. Mr. Chidambaram has more than 25 years of leadership experience in marketing and general management and a track record of successfully growing revenue and profit for businesses at Bluestem Brands, HSBC, T-Mobile USA, Kraft Foods, Coca-Cola and Capital One. He holds a bachelor’s degree in Mechanical Engineering from the University of Michigan and an MBA from the Stanford Graduate School of Business.

Matthew M. Coggin, age 42. Mr. Coggin joined the Company in March 2019 and has served as Senior Vice President, Business Development and Strategy Officer since May 2019. He has close to two decades of experience in the dental space and corporate development. With more than 18 years of experience in the medical industry, Mr. Coggin’s experience ranges from the investment side to the commercialization of medical device and pharmaceutical products. For the greater part of his career, he has worked with specialized drug delivery and diagnostic opportunities ranging from microsphere technology to dynamic radiology and imaging. From 2010 to March 2019, he held various sales and leadership positions within OraPharma, a specialty pharmaceutical company focusing on the dental industry within the Bausch Health organization. Prior to joining the Company, Mr. Coggin, served as Vice President and General Manager of OraPharma from August 2016 to April 2019 and was responsible for all commercialization, strategy and business development for the U.S. and international business. Prior to joining OraPharma, he served as an associate in private equity and venture capital focusing on healthcare. Mr. Coggin holds a bachelor’s degree in Biomedical Engineering from the Johns Hopkins University.

Keith J. Ebling, age 52. Mr. Ebling has served as Executive Vice President, General Counsel and Secretary of the Company since joining the Company in October 2017. Prior to joining the Company, Mr. Ebling was previously with Express Scripts Holding Company, a $100 billion integrated pharmacy benefit management company. He served in a number of legal and leadership roles over his nearly 20 years with Express Scripts, most recently as Executive Vice President and General Counsel. Prior to that, Mr. Ebling was an associate with a law firm in St. Louis that he joined after graduating from Saint Louis University School of Law. He also has his MBA from Washington University Olin School of Business.

Jorge M. Gomez, age 53. Mr. Gomez joined the Company in August 2019 and has served as Executive Vice President and Chief Financial Officer since that time. Mr. Gomez previously served as Chief Financial Officer of Cardinal Health, a multinational healthcare services company, from January 2018 to August 2019. At Cardinal, he was responsible for financial activities across the enterprise, including financial strategy, capital deployment, treasury, investor relations, tax, accounting and external reporting. From July 2015 to December 2017, he was Chief Financial Officer of Cardinal Health’s Medical segment and from February 2012 to June 2015, he was Chief Financial Officer of Cardinal Health’s Pharmaceutical segment. Prior to that, Mr. Gomez served as treasurer and corporate controller at Cardinal Health.

DENTSPLY SIRONA INC. – Proxy Statement     33

CORPORATE GOVERNANCE

Before joining Cardinal Health, Mr. Gomez held multiple executive and leadership roles at General Motors, including assignments in New York, Singapore, Belgium, and Brazil. He began his career with the Smurfit-Kappa Group in the company’s finance development program. Currently, he also serves on the Board of Directors for Xylem, Inc., a global water management company. Mr. Gomez earned a bachelor’s degree in Electrical Engineering from the National University of Colombia and a master’s degree in Business Administration from the University of Hartford.

Daniel P. Key, age 54. Mr. Key has served as Senior Vice President, Chief Supply Chain Officer since January 2019. He leads the sourcing, supply chain operations and distribution/logistics networks and is responsible for the Company’s supply, manufacturing and delivery systems. Before joining Dentsply Sirona, Mr. Key served as Senior Vice President and Chief Supply Chain Officer for Axalta Coating Systems, a global coating developer and manufacturer, from January 2016 to January 2019. Prior to Axalta, he held leadership positions for a variety of companies, including: Sigma Aldrich from August 2013 to November 2015; Integrated Supply Chain at UOP, a Honeywell Company; and Hexion Specialty Chemicals, Inc. Mr. Key received his Bachelor’s Degree in Mechanical Engineering from the University of Illinois – Urbana-Champaign and his Master’s Degree in Business Administration from Clemson University.

Walter Petersohn, age 53. Mr. Petersohn has served as Senior Vice President, Chief Commercial Officer of the Company since August 2018. Formerly, Mr. Petersohn served as Executive Vice President of Sales from September 2010 to August 2018. From 2003 through September 2010, Mr. Petersohn was Vice President Sales for Sirona Dental Systems, where he oversaw the expansion of Sirona’s international presence into markets including China, Italy and Korea. Between 1999 and 2003, he served as Vice President Sales for Asia-Pacific and the Middle East and was responsible for the Sirona’s expansion into Japan and Australia. From 1995 to 1999, Mr. Petersohn was a Product Manager and Director of Marketing for Sirona’s Treatment Center Division. Mr. Petersohn received a Master’s degree in history from the University of Würzburg, Germany and an MBA from the State University of New York at Albany.

Cord F. Staehler, age 51. Dr. Staehler joined the Company on May 1, 2019 and has served as Senior Vice President, Chief Technology Officer since May 22, 2019. Prior to joining the Company, Dr. Staehler was with Merck KGaA, a multinational pharmaceutical, chemical and life sciences company, where for nearly four years, he was Senior Vice President & Head of the Global Medical Device & Service Business based in Geneva, Switzerland. In this capacity, he led global business operations, including product development, key account management, supply chain, field service, call centers, customer training, complaints handling and quality assurance in 48 countries. Additionally, he oversaw the Merck Healthcare strategic initiative to build and expand digital capabilities, ranging from R&D to digital-go-to-market, including governance, organization, process setup and implementation. Previously, he was Chief Technology Officer for five years at Siemens Healthcare, a global leader in diagnostics, where he was based in Erlangen, Germany and Berkeley, California. He was the founding CTO and CEO for a diverse set of companies ranging from instrumentation and software for gene analysis and NGS to synthetic biology, molecular biomarkers and Genetic IVD. He led all stages of a venture from initiation to launch and growth with sales and operations in Europe, the U.S. and Asia. Dr. Staehler earned an undergraduate degree in Engineering from the University of Karlsruhe and holds a master’s degree in Theoretical Mechanical Engineering from the University of Siegen and a PhD in Human Genetics from the University of Saarland.

Lisa M. Yankie, age 52. Ms. Yankie has served as Senior Vice President, Chief Human Resources Officer and Communications of the Company since October 2019. Prior to joining Dentsply Sirona, Ms. Yankie served as Vice President of Human Resources for the Corporate & Pulp & Paper division of Domtar Corporation, a global producer of paper products, from September 2016 to October 2019. Before that, she was the HR business leader for the multi-industry manufacturing and engineering organization SPX Corporation from 2010 to August 2016. Prior to that, she served in various executive roles at Dana Incorporated, Bank of America and the Ford Motor Company. Ms. Yankie holds a bachelor’s degree in Business Administration and a master’s degree in Labor Relations and Human Resources both from Michigan State University.

34    DENTSPLY SIRONA INC. – Proxy Statement

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Named Executive Officers

In this Compensation Discussion and Analysis, we provide an analysis and explanation of our executive compensation program and the compensation derived from this program by our executive officers, including our named executive officers (“NEOs”). Our NEOs for 2020 include our Chief Executive Officer and Chief Financial Officer serving at fiscal year-end and the next three highest compensated executive officers serving as such at fiscal year-end:

Donald M. Casey Jr. Chief Executive Officer since February 2018		Jorge M. Gomez Executive Vice President and Chief Financial Officer since August 2019		Keith J. Ebling Executive Vice President, General Counsel and Secretary since October 2017		Walter Petersohn Senior Vice President, Chief Commercial Officer since August 2018		Lisa M. Yankie Senior Vice President, Chief Human Resources Officer and Communications since October 2019

Additionally, Mr. William E. Newell, our former Senior Vice President, Chief Segment Officer, is designated as a NEO for 2020 as he would have been among the next three highest compensated executive officers but for the fact that Mr. Newell ceased serving as an executive officer of the Company on June 30, 2020.

Executive Summary

Impact of COVID-19

Dentsply Sirona is the world’s largest manufacturer of professional dental care products and technologies. COVID-19 was officially declared a pandemic in March 2020, and it resulted in significant challenges for the dental industry, including reduced activity and constraints on dental office operations. Unlike businesses that were able to transition to work-from-home in response to the pandemic, the personalized and hands-on nature of patient care by dental professionals could not be done remotely. As countries began instituting lockdowns in early 2020, we experienced reduced demand for our products in Asia, Europe, the United States and various other markets. To address the business uncertainty caused by the pandemic, the Company implemented several measures to improve liquidity and operating results, including reduction of hours and salaries, furloughs, hiring freezes, delaying some capital expenditures, and deferring other discretionary spending for 2020.

2020 Key Business Highlights

In 2020, despite the COVID-19 pandemic, the Company continued to make significant progress against its restructuring plan. The Company also launched new products, improved demand creation and enhanced clinical education all in order to further drive revenue growth. The Company has adopted a portfolio approach to research and development to focus on projects that can generate the largest impact and take full advantage of our unique portfolio.

DENTSPLY SIRONA INC. – Proxy Statement     35

EXECUTIVE COMPENSATION

The following table reflects the Company’s sales, earnings, operating income margin, internal sales growth and organic sales growth in fiscal year 2020 and 2019.

In 2020, we continued to execute against our restructuring plan by strengthening our R&D, supply chain and commercial platforms in order to position the Company for long-term growth. The following represents a few of our 2020 strategic investments and new product launches.

Impact of COVID-19 on 2020 Compensation Program

To address the uncertainty and disruption caused by the pandemic, we took the following decisive actions with respect to the 2020 compensation program.

Base Salary

Our senior executives acted swiftly to help the Company conserve cash and maintain liquidity. Specifically, for ninety days beginning in April 2020, Mr. Casey voluntarily reduced his base salary to only the portion necessary to fund health plan contributions and meet certain other legal requirements and the other NEOs voluntarily reduced base salaries by 25%. The Company also implemented a 25% base salary reduction plan for all salaried employees who were not furloughed and were above a certain salary level, where allowed by law, during the second quarter.

36    DENTSPLY SIRONA INC. – Proxy Statement

EXECUTIVE COMPENSATION

Annual Incentive Plan

The Human Resources Committee adopted the 2020 Annual Incentive Plan in February 2020 (the “Original Bonus Plan”); however, due to the disruption in the global dental services markets from the COVID-19 pandemic and the resulting severe impact on the demand for the Company’s products, the Human Resources Committee determined that the performance targets in the Original Bonus Plan were no longer appropriate to properly motivate our key executives to achieve the Company’s goals and objectives. In September 2020, the Human Resources Committee (i) terminated the Original Bonus Plan and adopted a revised 2020 Annual Incentive Plan (the “Revised Bonus Plan”) for the Company’s key executives, including its named executive officers; (ii) reduced the target payout opportunity under the Revised Bonus Plan to 50% of the original target opportunity; and (iii) reduced the maximum payout opportunity under the Revised Bonus Plan from 200% to 125% of target.

Equity Incentive Compensation

We did not make any discretionary adjustments to our outstanding equity incentive awards for executives in response to the pandemic.

Summary of 2020 Compensation Actions

The primary elements of our total direct compensation program for the NEOs and a summary of the actions taken by the Human Resources Committee during 2020 are set forth below.

DENTSPLY SIRONA INC. – Proxy Statement     37

EXECUTIVE COMPENSATION

Pay for Performance

Pay for performance has been and continues to be an important component of our compensation philosophy. Our compensation approach, which is described in greater detail below, is designed to motivate officers, including the NEOs, to substantially contribute individually and collaboratively to the Company’s long-term, sustainable growth. The annual and equity incentive components are tied directly to the performance of the Company and stockholder value. The Company has designed its executive compensation programs such that our senior executives have the majority of variable pay opportunity subject to individual performance, financial performance and stock price. Target total compensation for our CEO in 2020 was 87% “at risk,” meaning that it is contingent upon and based on Company performance and stock price performance, and target total compensation for our other NEOs was on average 73% “at risk.”

*Incentive compensation for these purposes is based on “at target” compensation, which reflects compensation that would be earned if we achieve the financial and strategic goals set within our incentive plans

38    DENTSPLY SIRONA INC. – Proxy Statement

EXECUTIVE COMPENSATION

“Granted Pay Opportunity” equals the sum of, for all of the three prior fiscal years (i.e., 2018-2020): (i) salary (excludes salary reduction in 2020), (ii) target value of short-term cash incentives, and (iii) the grant date fair-value of long-term incentive awards (i.e., Performance RSUs, stock options, previously disclosed one-time 2018 and 2019 long-term incentive awards).

“Realized Pay” equals the sum of, for all of the three prior fiscal years: (i) salary (as disclosed in Summary Compensation Table), (ii) short-term cash incentives earned, and (iii) the value of all earned long-term incentive awards based on our stock price as of December 31, 2020 (last trading day of our last fiscal year). The 2018-2021 Performance RSUs have been reduced to reflect the payout of 11.0% of target. The previously disclosed one-time 2019 performance-based operating margin award reflects the payout at 50% of target.

Say-on-Pay Vote in 2020 and Investor Outreach

In 2020, the Company proactively engaged in a governance outreach effort to its major stockholders with respect to COVID-19, the restructuring plan and the one-time grant of related operating margin PRSUs to its named executive officers. As a result of those communication efforts and the Human Resources Committee’s commitment to design compensation plans that create stockholder value, our 2019 named executive officer compensation plans received strong support, with 83.6% voting affirmatively on an advisory basis to approve the Company’s 2019 executive compensation program. The Human Resources Committee viewed this as firm support of its approach to the determination and setting of executive compensation and continued to apply the same effective principles and philosophies that have been applied in prior years when making compensation decisions for 2020. These principles and philosophies are highlighted and described more fully below.

To ensure that the Human Resources Committee considers stockholder views on compensation matters, we maintain an active investor relations program. Throughout the year, we are engaged with our actively-managed stockholders, which represent in the aggregate a majority of our shares. The Human Resources Committee receives regular updates on investor feedback and understands that stockholders remain focused on the alignment of pay and performance and are generally supportive of the Company’s executive compensation.

Following the Human Resources Committee’s termination of the Original Bonus Plan and adoption of the Revised Bonus Plan reducing the target payout opportunity 50% of the original target opportunity, we contacted stockholders representing 38.8% of our outstanding shares with invitations to meet with our executive management and/or Directors and to discuss such changes. During our meetings, stockholders indicated appreciation for our efforts to address the pandemic, expressed support for the changes to our compensation program and recognized the effort to maintain alignment of pay and performance to reinforce stockholder value.

DENTSPLY SIRONA INC. – Proxy Statement     39

EXECUTIVE COMPENSATION

Compensation Philosophy and Objectives

The Human Resources Committee’s compensation philosophy, when determining NEO compensation at the beginning of 2020, was to provide a compensation package designed to generally satisfy and balance the following principal objectives:

The Human Resources Committee believes that the compensation opportunity offered to the Company’s executive officers should be competitive with the market, actual compensation should be aligned with the performance of the Company on both a short-term and long-term basis, take into consideration individual performance of the executive, and assist the Company in attracting and retaining key executives critical to the Company’s long-term success. The Company’s executive compensation program balanced a level of fixed compensation with incentive compensation, that varied with the performance of the Company and the performance of the individual executive’s areas of responsibility. The Company’s base pay and benefit programs for executives provided fixed compensation that was competitive with the market for companies of similar size and scope. The annual incentive compensation plan rewarded performance measured against goals and standards established by the Human Resources Committee, with specific focus on the accomplishment of annual financial objectives related to internal sales growth, adjusted income, adjusted cash flow, and strategic objectives, and the long-term incentive compensation was designed to encourage executives to increase stockholder value by focusing on growth in earnings and total shareholder return relative to S&P 500 companies.

Other objectives of the total compensation program are to provide: the ability for executives to accumulate capital, predominantly in the form of equity in the Company, in order to align executive interests with those of the stockholders; a competitive level of retirement income; and, in the event of certain circumstances, such as termination of employment in connection with a change-in-control of the Company, special severance protection to help ensure executive retention during the process and to ensure executive focus on serving the Company and stockholder interests without the distraction of possible job and income loss.

40    DENTSPLY SIRONA INC. – Proxy Statement

EXECUTIVE COMPENSATION

Compensation Governance Best Practices

Review of Pay Relative to Peer Groups

In determining 2020 compensation opportunities, the Human Resources Committee adopted a peer group of sixteen companies intended to be closely aligned with the size and nature of operations of the Company’s business (the “Healthcare Equipment Peer Group”). The Healthcare Equipment Peer Group is identified below (at the time, the median revenue approximated $3.0 billion; Dentsply Sirona revenue approximated $3.3 billion):

DENTSPLY SIRONA INC. – Proxy Statement     41

EXECUTIVE COMPENSATION

For 2020, the Human Resources Committee made various changes to the Company’s peer group in order to better align with the Company from a business mix and strategy perspective. Specifically, the Human Resources Committee approved adding the following companies to the Company’s peer group: Align Technologies, Inc., IDEXX Laboratories, ResMed Inc. and Teleflex Incorporated, and removing the following companies from the Company’s peer group: Agilent Technologies Inc., Mettler Toledo International Inc., Patterson Companies, Inc., PerkinElmer, Inc. and Waters Corporation. The compensation levels for the NEOs were determined using the Healthcare Equipment Peer Group and a customized selection of companies of similar size, industry and complexity, from a broad compensation survey provided by Willis Towers Watson (the “Primary Market Peer Group“), (together with the Healthcare Equipment Peer Group, the “Peer Groups”). In 2020, the Company’s Primary Market Peer Group consisted of the following companies:

Primary Market Peers

Data from the Peer Groups were considered by the Human Resources Committee in evaluating the amount and proportions of base pay, annual incentive pay and long-term compensation, as well as the targeted total compensation value for Mr. Casey as our Chief Executive Officer. The same Peer Groups were considered in evaluating the compensation of Mr. Gomez as our Chief Financial Officer, and Mr. Ebling as our General Counsel. The Primary Market Peer Group was considered in evaluating the compensation of Mr. Petersohn as our Chief Commercial Officer, Ms. Yankie as our Chief Human Resources Officer & Communications and Mr. Newell as our former Chief Segment Officer.

The analysis by the Former 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 50^th percentile of the market, as reflected in the Peer Group 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.

42    DENTSPLY SIRONA INC. – Proxy Statement

EXECUTIVE COMPENSATION

The Human Resources Committee did not consider the overall wealth accumulation of executives in establishing the 2020 levels of compensation, except as it relates to meeting the Company’s stock ownership guidelines for officers, to the extent the prior year’s compensation is considered in the comparative analysis described above, and in recognition that the Company’s compensation program provides the opportunity over time for executives to build additional wealth that is aligned with stockholders.

Determination of 2020 Executive Compensation

The Company’s intention in developing total annual compensation for executives is to balance creating value for our stockholders with providing meaningful compensation to our NEOs that recognizes their contributions to the organization and supports their value creation initiatives. Salary ranges, annual incentive plan targets and equity compensation targets were developed using a “total direct compensation” perspective which considers all components of compensation.

Overview

The table below outlines each of the principal elements of the Company’s executive compensation program:

		Pay Element
		Base Salary		Annual Cash Incentive		PRSU		RSU		Stock Options
Who Receives		All NEOs
When Granted		Annually
Form of Delivery		Cash				Equity
Type of Performance		Short-term emphasis (fixed)		Short-term emphasis (variable)		Long-term emphasis (variable)
Performance Period		1 year		1 year		3 years		3 years (ratable annual vesting)		3 years (ratable annual vesting)
How Payout Determined		Human Resources Committee determination		Pre-established formula		Pre-established formula		Stock price at vesting dates multiplied by number of shares vesting		Stock price appreciation between grant and exercise
2020 Performance Measures		Individual		Adjusted EBITDA (Performance measures were adjusted to address pandemic)		Relative TSR Adjusted EPS		Stock price		Stock price

DENTSPLY SIRONA INC. – Proxy Statement     43

EXECUTIVE COMPENSATION

Determination of 2020 Compensation for Messrs. Casey, Gomez, Ebling, Petersohn and Newell and Ms. Yankie

For Messrs. Casey, Gomez, Ebling, Petersohn and Newell and Ms. Yankie, the Human Resources Committee adopted the annual compensation program structure based on an annual review, described in more detail below, that targets overall NEO total compensation at the 50^th percentile of Dentsply Sirona’s compensation peer group while allowing for the opportunity to earn more or less based on experience and actual performance. Mr. Newell served as Chief Segment Officer until June 30, 2020, at which time he left the Company in connection with the elimination of the Chief Segment Officer position.

Roles in Executive Compensation

The Human Resources Committee established 2020 compensation for the NEOs and the full Board of Directors approved the 2020 compensation for Mr. Casey, our CEO. The Human Resources Committee was assisted in its work regarding executive compensation by the Company’s Corporate Human Resources Department and considered recommendations from the CEO regarding compensation for the NEOs other than himself. In addition, with respect to the compensation established for the NEOs in 2020, the Human Resources Committee engaged an independent compensation consultant, Pay Governance LLC (the “Former Independent Compensation Consultant”), to advise on matters related to the compensation of the CEO and other executives. Additionally, in 2020, the Human Resources Committee considered rotation of its independent compensation consultant, which had served as independent compensation consultant to the Human Resources Committee since 2016, and consequently conducted a search process. In July 2020, the Human Resources Committee completed that process and engaged Frederic W. Cook & Co., Inc. (the “Current Independent Compensation Consultant” and, together with the Former Independent Compensation Consultant, the “Independent Compensation Consultants”) as its independent compensation consultant.

After consideration of the independence assessment factors provided under the listing standards of The Nasdaq Global Select Market, the Human Resources Committee determined that the Independent Compensation Consultants are independent and that the work that each performed in 2020 did not raise any conflicts of interest.

Determination of Annual Base Salaries

In establishing 2020 base salaries of the Company’s executives, the Human Resources Committee strived to reflect the external market value of a particular role as well as the experience and qualifications that each incumbent brings to the role. The primary purpose of the Company’s base salaries is to pay a fair, market competitive rate 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 the Peer Group reviews, employee retention efforts, annual salary budget guidelines and the Company’s overall compensation philosophies discussed above. Base salaries are targeted to the 50^th percentile of the salaries paid by the Peer Groups for a comparable role in order to ensure that the Company is able to compete in the market for outstanding employees without unduly emphasizing fixed compensation, but may be higher or lower based on individual performance, experience, additional responsibilities and other factors.

The starting point for the Human Resources Committee in establishing 2020 base salaries and annual incentive awards at the beginning of 2020 was to review the salaries, target annual cash (at 100% achievement) and total direct compensation of the executive officers against these same compensation levels for comparable positions in the Peer Groups. Once the Human Resources Committee established the appropriate range for base salaries, the Human Resources Committee adjusted the base salary of the individual executive officer based on consideration of several factors, including individual performance, Company performance, the experience level of the executive, the nature and breadth of the executive’s responsibilities, and retention considerations.

44    DENTSPLY SIRONA INC. – Proxy Statement

EXECUTIVE COMPENSATION

The approved annual base salaries which were effective as of January 1, 2020 and January 1, 2019 for the NEOs, other than as noted below, are as follows:

As discussed earlier, with the onset of the COVID-19 pandemic, our senior executives acted swiftly to help the Company conserve cash and maintain liquidity. Specifically, for ninety days beginning in April 2020, Mr. Casey voluntarily reduced his base salary to only the portion necessary to fund health plan contributions and meet certain other legal requirements and the other NEOs voluntarily reduced base salaries by 25%. Please see the “Summary Compensation Table” below for actual base salaries paid to the NEOs during 2020.

Determination of Annual Incentive Award Opportunities

Rationale

As discussed above under “Compensation Philosophy and Objectives,” the Human Resources Committee believes in the importance of having a significant portion of an executive’s total annual cash compensation tied to the annual performance of the Company and its businesses. It was intended that this component of the total compensation opportunity be competitive with the market, but that it would also reward executives with above-market pay for exceptional performance and similarly, pay would fall below market for performance that fails to meet the objectives established by the Human Resources Committee. The Human Resources Committee believes that employees in higher level positions should have a higher proportion of their total compensation delivered through pay-for-performance cash incentives in order for their total annual compensation to be more significantly correlated, both upward and downward, to the Company’s performance. The Human Resources Committee believes this approach helps to align the compensation and objectives of the executives with the Company and its stockholders.

Process

The Human Resources Committee annually reviews and establishes compensation threshold, target and maximum performance and payout levels for annual incentive opportunities applicable for the performance year. These levels generally are established at the beginning of the performance year in connection with the approval of the Company’s budget for such year. In 2020, the targets were again reviewed. In establishing the target payouts, the Human Resources Committee evaluated the compensation levels in the Peer Groups. The Human Resources Committee established performance targets for the executive officers, which if achieved at the 100% level, would result in annual incentive payouts that, in combination with base salary, would be competitive in the 50^th percentile range of the total

DENTSPLY SIRONA INC. – Proxy Statement     45

EXECUTIVE COMPENSATION

annual cash compensation of comparable positions in the Peer Groups. If the Company exceeds the targets established by the Human Resources Committee, the executives are rewarded with higher annual incentive payouts and if the Company falls below the targets, the executives’ bonuses are reduced below the 100% target level, including possibly to zero. The general principle in setting targets and measuring performance is that management is responsible and accountable for achieving the annual financial results and strategic priorities of the Company.

2020 Annual Incentive Targets

Consistent with the principles outlined above, for 2020, the annual incentive targets for the NEOs ranged from 60% to 125% of base salary depending on the executive’s position, as set forth below.

2020 Annual Incentive Performance Measures

The Human Resources Committee, and the independent members of the Board in the case of the CEO, at the beginning of 2020, determined the specific performance measures and other terms and conditions of awards for executives covered under the Company’s Annual Incentive Plan, and the weight attributable to each performance metric for the NEOs. The specific performance metrics included financial measures, such as organic growth, adjusted income and adjusted free cash flow, which made up 80% of the Company’s Annual Incentive Plan, and Corporate Strategic Objectives, including headcount and expense, talent and employee engagement, which made up 20% of the Company’s Annual Incentive Plan.

However, subsequent to the adoption of the 2020 Annual Incentive Plan (the “Original Bonus Plan”), the disruption in global dental services markets resulting from the COVID-19 pandemic severely impacted demand for the Company’s products. As a result, the Human Resources Committee determined that the performance targets in the Original Bonus Plan were no longer appropriate to properly motivate the Company’s key executives to achieve its goals and objectives, and therefore the Human Resources Committee terminated the Original Bonus Plan and adopted a new 2020 incentive plan for the Company’s key executives, including its named executive officers (the “Revised Bonus Plan”). The Revised Bonus Plan, which supersedes and replaces the Original Bonus Plan, focuses on incentivizing executives to find opportunities to reduce the Company’s expenses through restructuring and other cost-cutting measures and to implement certain key growth initiatives to position the Company to achieve its objectives in 2021 and beyond.

The Revised Bonus Plan provides for potential cash incentive payments based on achievement of performance criteria during the third and fourth quarters of 2020. The funding level for the Revised Bonus Plan is dependent upon the Company’s earnings before interest, tax, debt and amortization (“EBITDA”) for the second half of 2020, adjusted for restructuring activities, with a minimum specified EBITDA required for any funding of the Revised Bonus Plan. Upon achievement of the EBITDA objectives that result in funding of the Revised Bonus Plan at any level, the Human Resources Committee then evaluated strategic objectives related to restructuring and growth initiatives retaining the ability to use its negative discretion to pay the cash incentive at a level that is lower than the payout based solely on the EBITDA objectives to the extent that all of the strategic objectives are not achieved. The target payouts as percentages of salary remained consistent with the Original Bonus Plan. However, since the Revised Bonus Plan is based only on the performance of the Company during the second half of 2020, the payout amounts are prorated for the partial year and

46    DENTSPLY SIRONA INC. – Proxy Statement

EXECUTIVE COMPENSATION

are accordingly fifty percent (50%) of the amounts that could have been earned under the Original Bonus Plan. In light of the 50% reduction in target opportunity, the Human Resources Committee determined to not reflect COVID-19 base salary reductions in the revised target award calculation to avoid imposing a “double penalty.”

Name		Original Bonus Plan Target Annual Incentive Payout as Percent of Salary				50% Reduction				Revised Bonus Plan Target Annual Incentive Payout as Percent of Salary
Donald M. Casey Jr.			125	%							62.5	%
Jorge M. Gomez			75	%							37.5	%
Keith J. Ebling			75	%							37.5	%
Walter Petersohn			65	%							32.5	%
Lisa M. Yankie			60	%							30.0	%
William E. Newell(1)			70	%							35.0	%

Financial Objective and Funding Mechanism/Determination

The funding levels for the achievement of the performance criteria range from 0% to 125% of the second half target payout (0% to 62.5% of the full year target payout), depending on the achievement of such criteria. Under the Original Bonus Plan, the maximum payout opportunity was 200% of the target payout.

Strategic Objectives for Consideration After Funding is Determined

The strategic objectives considered, after the financial objective determines the quantitative funding of the bonus pool, are:

2020 Financial Objective Achievement and Funding Mechanism/Determination

DENTSPLY SIRONA INC. – Proxy Statement     47

EXECUTIVE COMPENSATION

While the Revised Bonus Plan financial objective was achieved at a payout level of 125% of target (or 62.5% of the Original Bonus Plan), in February 2021, the Board and the Human Resources Committee exercised its negative discretion to reduce such payout to 100% of target (or 50% of the Original Bonus Plan) in recognition of the weakness in the general economic environment and corresponding reduced demand for dental products.

Determination of Annual Equity Incentive Compensation

The third principal component in the 2020 annual total compensation for the Company’s executives was the award of equity incentives. Our annual long-term incentive program was designed to reward long-term performance and is comprised of three components in 2020:

Annual Compensation

The Human Resources Committee believes that equity incentive compensation serves an essential purpose in: (i) attracting and retaining senior executives, (ii) providing them with long-term incentives to maximize stockholder value, (iii) aligning the interests of the executive officers with those of our stockholders, and (iv) incentivizing the ongoing efforts required by the executive team to achieve the successful execution of the strategic plan and the restructuring of the Company and to further link the compensation of executives to the value created for stockholders. A strong performance-based link is created between stockholder value and executive pay through (i) the long-term performance objectives and stock price performance of the PRSUs, (ii) the fact that stock options gain value to the executive only when and to the extent that share price exceeds the exercise price of the option, and (iii) RSUs gain and lose value in the same way and extent as experienced by the stockholders.

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. In 2020, the annual awards were made in March. All grants made in 2020 were pursuant to the DENTSPLY SIRONA Inc. 2016 Omnibus Incentive Plan (as amended, the “Omnibus Plan”).

Annual Equity Award Guidelines and Grant Allocations

Guidelines for the size and type of awards were developed based upon, among other factors, the review of the Peer Group data, input from the Former Independent Compensation Consultant, shares available for grant under the Equity Incentive Plans, the executive’s position in the Company, his or her contributions to the Company’s objectives, and total

48    DENTSPLY SIRONA INC. – Proxy Statement

EXECUTIVE COMPENSATION

direct compensation, as compared to the Peer Groups. Equity awards comprised a larger portion of the NEOs’ compensation to more closely align their compensation and interests with the interests of stockholders. The Human Resources Committee also took into consideration the Company’s performance against its business and financial objectives and its strategic plan, and 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 2020 were allocated, assuming annualized expected value of total equity incentive compensation at target performance attainment, as follows:

The split between stock options, RSUs, and PRSUs was based both on comparisons to the market and the overall risk/reward tradeoff. As the Peer Group data varies somewhat by position, the Human Resources Committee generally targeted the equity incentive compensation at or near the median of the Peer Group at target performance, with an opportunity for incentive compensation to exceed the median if performance is above target.

Annual Equity Compensation

PRSUs (50% of target total annual equity value)

Annual PRSUs awarded in 2020 provided for cliff vesting after three (3) years dependent upon the achievement of certain targets, with 80% based on a three (3) year performance measure of a specified cumulative non-GAAP EPS target and 20% based on total shareholder return (“TSR”) relative to the S&P 500 index.

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 non-GAAP EPS targets are maintained by the Company as confidential and proprietary information and, therefore, the Human Resources Committee believes that disclosure of such information prior to completion of the performance period would result in competitive harm to the Company.

The following table sets forth the Company’s TSR performance and payout range for 2020 grants measured over the period of January 1, 2020 to December 31, 2022, relative to the TSR of the S&P 500 companies: