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| Bret W. Wise Executive Chairman |
| | Jeffrey T. Slovin Chief Executive Officer |
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| GENERAL INFORMATION | | | | | 1 | | |
| CORPORATE GOVERNANCE | | | | | 7 | | |
| PROPOSAL 1 — ELECTION OF DIRECTORS | | | | | 15 | | |
| | | | | 22 | | | |
| REPORT OF THE AUDIT AND FINANCE COMMITTEE | | | | | 24 | | |
| PROPOSAL 3 — ADVISORY VOTE ON EXECUTIVE COMPENSATION | | | | | 25 | | |
| | | | | 27 | | | |
| HUMAN RESOURCES COMMITTEE REPORT ON EXECUTIVE COMPENSATION | | | | | 28 | | |
| COMPENSATION DISCUSSION AND ANALYSIS | | | | | 29 | | |
| EXECUTIVE COMPENSATION TABLES | | | | | 46 | | |
| COMPENSATION OF DIRECTORS | | | | | 68 | | |
| PRINCIPAL BENEFICIAL OWNERS OF SHARES | | | | | 70 | | |
| SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | | | | | 73 | | |
| | | | | A-1 | | | |
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Proposal
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Vote Required
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Broker
Discretionary Voting Allowed |
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Effect of Broker
Non-Vote |
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Effect of
Abstention |
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Election of directors | | | Majority of votes cast | | |
No
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| | Not counted as for or against | | | Not counted as for or against | |
Ratification of Auditor | | | Majority of votes present in person or by proxy and entitled to vote | | |
Yes
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| | Not counted as for or against | | | Counted as vote against | |
Advisory vote on executive compensation | | | Majority of votes present in person or by proxy and entitled to vote | | |
No
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| | Not counted as for or against | | | Counted as vote against | |
Advisory vote on frequency of vote on executive compensation | | | Highest number of votes cast in favor of one of the three frequency options | | |
No
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| | Not counted as for or against any frequency option | | | Not counted as for or against any frequency option | |
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Current Committee
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Name
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Executive
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Audit
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Governance
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HR
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Michael C. Alfano | | | | | | | | | | | | | | | | | C | | | | | | | | |
David K. Beecken | | | | | | | | | | | x | | | | | | | | | | | | x | | |
Eric K. Brandt | | | | | | | | | | | x | | | | | | | | | | | | x | | |
Michael J. Coleman | | | | | | | | | | | | | | | | | | | | | | | x | | |
Willie A. Deese | | | | | | | | | | | | | | | | | x | | | | | | | | |
Thomas Jetter (Lead Director) | | | | | x | | | | | | | | | | | | x | | | | | | | | |
Arthur D. Kowaloff | | | | | | | | | | | | | | | | | | | | | | | C | | |
Harry M. Jansen Kraemer, Jr. | | | | | | | | | | | | | | | | | x | | | | | | | | |
Francis J. Lunger | | | | | x | | | | | | C | | | | | | | | | | | | | | |
Jeffrey T. Slovin | | | | | C | | | | | | | | | | | | | | | | | | | | |
Bret W. Wise | | | | | x | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
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Pre-Merger 2016 Committee
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Name
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Executive
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Audit
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Governance
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HR
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Michael C. Alfano | | | | | | | | | | | | | | | | | x | | | | | | x | | |
Eric K. Brandt | | | | | | | | | | | | | | | | | | | | | | | x | | |
Paula H. Cholmondeley(1) | | | | | | | | | | | | | | | | | x | | | | | | | | |
Michael J. Coleman | | | | | | | | | | | | | | | | | | | | | | | C | | |
Willie A. Deese | | | | | | | | | | | x | | | | | | | | | | | | | | |
William F. Hecht(1) | | | | | x | | | | | | | | | | | | C | | | | | | | | |
Francis J. Lunger | | | | | x | | | | | | C | | | | | | | | | | | | | | |
John Miclot(1) | | | | | | | | | | | x | | | | | | | | | | | | | | |
John C. Miles II(1) | | | | | x | | | | | | | | | | | | | | | | | | | | |
Bret W. Wise | | | | | C | | | | | | | | | | | | | | | | | | | | |
Name and Age
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Principal Occupation and Directorships
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Michael C. Alfano, D.M.D., Ph.D. Age 69 Director since 2001 |
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Dr. Alfano currently serves as a Director on the Company’s Board of Directors. Formerly, Dr. Alfano served as a DENTSPLY Director from 2001 through the Merger. Dr. Alfano is Executive Vice President Emeritus, and Professor and Dean Emeritus at New York University (‘‘NYU’’). Dr. Alfano served as Dean of the College of Dentistry from 1998 to 2006 and as Executive Vice-President of NYU from 2006 to 2013. Beginning in 1982 until 1998 he held a number of positions with Block Drug Company, including Senior Vice President for Research & Technology and President of Block Professional Dental Products Company. He served on the Board of Directors of Block Drug Company, Inc. from 1988 to 1998. Dr. Alfano has served as a member of, or consultant to, various public health organizations, including the National Institutes of Health, the Editorial Board of the American Journal of Dentistry, the Consumer Healthcare Product Association and as the industry representative to the Non-Prescription Drugs Advisory Committee of the FDA from 2001 to 2005. He was a founding director of the Friends of the National Institute for Dental and Craniofacial Research, and he is a founding director of the not-for-profit Santa Fe Group. He was also a Trustee of the New York State Dental Foundation until 2006. From 2010-2015 he served as a director of the not-for-profit Delta Dental of New York Insurance Company. He also served as a Director of the YMCA of Greater New York, the largest YMCA system in the country, from 2010 to 2014. He has received numerous honors, research grants and awards, and currently serves as Senior Consultant to the Academy for Academic Leadership, and President of the Santa Fe Group.
Qualifications considered for Dr. Alfano included his education, training and experience as a dentist; his experience in research management and in a publicly traded medical technology company; his knowledge and experience in FDA matters; and his leadership role in the health and dental field.
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Name and Age
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Principal Occupation and Directorships
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David K. Beecken Age 70 Director since 2016 (Sirona Director since 2006) |
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Mr. Beecken currently serves as a Director on the Company’s Board of Directors. Formerly, Mr. Beecken served as a Sirona Director from June 2006 through the Merger and Chairman of the Audit Committee and member of the Finance Committee of Sirona’s Board of Directors. Mr. Beecken currently serves as a Partner of Beecken Petty O’Keefe & Company, which is the General Partner of Beecken Petty O’Keefe Funds I, II, III & IV investment limited partnerships focused exclusively on private equity investments in healthcare. Prior to co-founding Beecken Petty O’Keefe in April 1996, Mr. Beecken was Senior Managing Director of ABN AMRO Incorporated, a broker dealer, from February 1993 to March 1996. From 1989 to February 1993, Mr. Beecken was a Senior Vice President-Managing Director of First National Bank of Chicago. Mr. Beecken also serves on the Boards of Directors of Scrip Products Corporation and Paragon Medical, Inc. Mr. Beecken received a B.A. from the University of the South, an M.Sc. from the London School of Economics and an M.B.A. from the University of Chicago.
Qualifications considered for Mr. Beecken included his general business skills and expertise; and experience investing in a range of healthcare-related businesses and the dental industry.
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Eric K. Brandt Age 54 Director since 2004 |
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Mr. Brandt currently serves as a Director on the Company’s Board of Directors. Formerly, Mr. Brandt served as a DENTSPLY Director from 2004 through the Merger. Mr. Brandt served as Executive Vice President and Chief Financial Officer of Broadcom Corporation, a Fortune 500 high-tech company from 2007-2016. From September 2005 until March 2007, he served as President and Chief Executive Officer at Avanir Pharmaceuticals. Beginning in 1999, he held various positions at Allergan, Inc., including Corporate Vice President and Chief Financial Officer until 2001, President of Consumer Eye Care from 2001 to 2002, and 2005 until his departure, Executive Vice President of Finance and Technical Operations and Chief Financial Officer. Prior to joining Allergan, he was Vice President and Partner at Boston Consulting Group (‘‘BCG’’), and a senior member of the BCG Health Care and Operations practices. Mr. Brandt served as a director of Vertex Pharmaceuticals, Inc. from 2002 to 2009 and as a director of Avanir Pharmaceuticals from 2005 to 2007. He serves on the Board of Directors for LAM Research Corporation as the Chair, Audit Committee. He also serves on the Board of Directors for Yahoo! Inc. as Chair, Audit Committee and Board Chairman. Further, he serves on the Board of Directors for MC10, Inc., a private medical device manufacturer.
Qualifications considered for Mr. Brandt included his general business skills, expertise and experience; his experience in publicly traded medical technology companies; his experience in business development and corporate strategy development; and his experience in accounting and financial matters.
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Michael J. Coleman Age 73 Director since 1991 |
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Mr. Coleman currently serves as a Director on the Company’s Board of Directors. Formerly, Mr. Coleman served as a DENTSPLY Director from 1991 through the Merger. Mr. Coleman is the Chairman of the Board of Cool Media Company and a partner in CS&W Associates Media Management, both based in Cocoa Beach, Florida. He served as Chairman of Cape Publications in Melbourne, Florida until retiring from that position on January 1, 2007. He previously served as Publisher of FLORIDA TODAY and President of the Gannett Co., Inc., South Newspaper Group from 1991 to April 2006. He serves as a director of Ron Jon Surf Shops Worldwide and Florida Bank of Commerce, Orlando, Florida, and as a Trustee of the Freedom Forum, The Newseum and The Newseum Institute, all based in Washington, D.C. Prior to the merger of Dentsply International Inc. with Gendex on June 11, 1993, Mr. Coleman served as a director of Gendex.
Qualifications considered for Mr. Coleman included his general business experience and his leadership role in several business positions, as well as his long history with and knowledge of the Company and the dental industry.
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Name and Age
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Principal Occupation and Directorships
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Willie A. Deese Age 61 Director since 2011 |
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Mr. Deese currently serves as a Director on the Company’s Board of Directors. Formerly, Mr. Deese served as a DENTSPLY Director from 2011 through the Merger. Mr. Deese retired from Merck & Co., Inc. on June 1, 2016 after serving as Executive Vice President since 2008 and President of the Merck Manufacturing Division since 2005. He is also a member of Merck’s Executive Committee. Mr. Deese originally joined Merck in 2004 as the company’s Senior Vice President of Global Procurement. Mr. Deese currently serves on the Board of CDK Global as Chair, Compensation and Benefits Committee and as a member of the Audit Committee. He also serves as a Director for PSEG (Public Service Enterprise Group, Inc.) where he is a member of the Organization and Compensation Committee and the Corporate Governance Committee. Formerly, Mr. Deese served as a member of the Board of Trustees of North Carolina A&T State University from 2007 to 2015. In addition, Mr. Deese served as the Chair of the Board of Trustees of North Carolina A&T State University from 2011 to 2013. Previously, Mr. Deese served as Senior Vice President of Global Procurement and Logistics at GlaxoSmithKline and as Senior Vice President of Procurement at SmithKlineBeecham.
Qualifications considered for Mr. Deese included his business experience, including leadership roles as an executive and his experience and expertise in the manufacturing of regulated medical products.
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Thomas Jetter Age 60 Director since 2016 (Sirona Director since 2010) |
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Thomas Jetter currently serves as the Company’s Lead Director on its Board of Directors. Formerly, Mr. Jetter served as a Sirona Director from April 2010 through the Merger and Chairman of Sirona’s Board from February 20, 2013 through the Merger. Mr. Jetter also served as a member of the Nominating and Corporate Governance Committee and a member of the Finance Committee of Sirona’s Board of Directors. Mr. Jetter also serves as Chairman of the Board of Directors of HQ Capital, a privately held alternative asset management firm in Germany. Mr. Jetter is partner and Managing Director of Digital+ Partners, a German-based growth capital management firm focusing on industrytech and fintech software companies since June 2015. Mr. Jetter assumed an interim senior leadership position for the Soros Economic Development Fund from January to September 2014 during a restructuring. Dr. Jetter also served as a non-executive Director of Gourmondo GmbH, an internet company from May 2008 to September 2012. From April 1995 to March 2008, Mr. Jetter was a Partner at Permira GmbH, where he initiated and managed investments in a variety of industrial, medtech and chemical companies. At Permira, Mr. Jetter gained extensive international experience as lead for investments in the chemicals sector, and helped expand the firm’s global reach to include areas such as the U.S. and China. Prior to that time, Mr. Jetter was a Senior Engagement Manager with McKinsey in Germany and Brazil, where he led projects on cost optimization, organization and strategy. Between 1985 and 1988, Mr. Jetter was an Investment Banking Associate at JP Morgan in Frankfurt and New York. Mr. Jetter holds a PhD-degree in economics/banking and an MBA from the University Saarbrücken, Germany.
Qualifications considered for Mr. Jetter included his general business experience and leadership roles in several organizations; and his significant experience in financial transactions and international business.
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Arthur D. Kowaloff Age 70 Director since 2016 (Sirona Director since 2006 and Schick Director from 2004 to 2006) |
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Mr. Kowaloff currently serves as a Director on the Company’s Board of Directors. Formerly, Mr. Kowaloff served as a Sirona Director from 2006 through the Merger and as a Director of Schick Technologies, Inc. (“Schick”) from 2004 to 2006. Mr. Kowaloff served as a member of the Audit Committee of Sirona’s Board of Directors from October 2004 through February 2016. Mr. Kowaloff served as a member of the Compensation Committee of Sirona’s Board of Directors from August 2011 through February 2016. From June 2006 through February 2016, he served on the Nominating and Corporate Governance Committee and, until October 2011, on the Finance Committee of Sirona’s Board of Directors. From October 2004 until June 2006, he served on the Compensation Committee of Sirona’s Board of Directors, and as Chairman of the Special Litigation Committee from November 2004 until June 2006. From 2014 to the present, Mr. Kowaloff
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Name and Age
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Principal Occupation and Directorships
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has served as a director of United States Enrichment Corp, a wholly owned subsidiary of Centrus Energy. In 2014 and 2015, Mr. Kowaloff served as a director of Reichhold Chemicals, Inc. and from 2010 until 2012, he served as lead director of Metropolitan Health Networks, Inc. From 1998 to 2003, Mr. Kowaloff served as a Managing Director of BNY Capital Markets, Inc. From 1991 to 1998, he was Chief Operating Officer and Senior Managing Director of Patricof & Company Capital Corporation. Prior to that, Mr. Kowaloff was an attorney at the New York City firm of Willkie Farr & Gallagher, where he served as Senior Partner and Executive Committee Member and specialized in corporate and securities law and mergers and acquisitions. Mr. Kowaloff is currently a Trustee of Carleton College, the President and a Director of the PBP Foundation of New York, and a Director and Chairman of the Audit and Compliance and Compensation Committees of the Greater Hudson Valley Health System. Mr. Kowaloff received a B.A. from Carleton College and holds a Juris Doctor degree from Yale Law School.
Qualifications considered for Mr. Kowaloff included his general business experience and leadership roles in several organizations; and his significant experience in capital markets, finance and corporate governance.
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Harry M. Jansen Kraemer, Jr. Age 62 Director since 2016 (Sirona Director since 2006) |
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Mr. Kraemer currently serves as a Director on the Company’s Board of Directors. Formerly, Mr. Kraemer served as a Sirona Director as well as Chairman of the Nominating and Corporate Governance Committee and member of the Compensation Committee of Sirona’s Board of Directors from June 2006 through the Merger. Mr. Kraemer currently serves as an Executive Partner of Madison Dearborn Partners, LLC, a private equity investment firm based in Chicago that invests in management buyout and other private equity transactions across a broad spectrum of industries and serves as Clinical Professor of Management & Strategy at Northwestern University’s Kellogg School of Management. Mr. Kraemer was the Chairman, President and Chief Executive Officer of Baxter International Inc. until April 2004. Mr. Kraemer had been a Director of Baxter International since 1995, Chairman of the Board since January 1, 2000, President since 1997 and Chief Executive Officer since January 1, 1999. Mr. Kraemer is active in business, education and civic affairs. He serves on the board of directors of Leidos Corporation and as chairman of its Audit Committee. He also serves on the board of directors of VWR International, Inc. In addition, he serves on the board of trustees of Northwestern University, the Conference Board and NorthShore University HealthSystem. He is also a member of the Dean’s Advisory Board of Northwestern University’s Kellogg School of Management, the Commercial Club of Chicago and the Economics Club of Chicago. He is a past member of the Business Roundtable, the Business Council and the Healthcare Leadership Council. Mr. Kraemer received a B.A. from Lawrence University and an M.B.A. from the Kellogg School of Management at Northwestern University and is a certified public accountant.
Qualifications considered for Mr. Kraemer included his leadership roles in several organizations; and his significant experience in finance, management, leadership and corporate governance.
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Francis J. Lunger Age 71 Director since 2005 |
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Mr. Lunger currently serves as a Director on the Company’s Board of Directors. Formerly, Mr. Lunger served as a DENTSPLY Director from 2005 through the Merger. Mr. Lunger served on the Board of Millipore Corporation from 2001 until March 2005, including serving as Chairman from April 2002 until April 2004. Mr. Lunger joined Millipore in 1997 as Senior Vice President and Chief Financial Officer and held several executive management positions, which included serving as Executive Vice President and Chief Operating Officer from 2000 until 2001, and Chairman, President and Chief Executive Officer from August 2001 until January 2005. Prior to joining Millipore, Mr. Lunger held executive management positions at Oak Industries, Inc., Nashua Corporation, and Raychem Corporation. From June 2007 through July 2010, Mr. Lunger served as a director of NDS Surgical Imaging. From July 2009 to December 2012, Mr. Lunger was an Operating Partner with Linden LLC. Since April 2012, Mr. Lunger has been the Chairman of the Board of Directors of Sera Care Life Sciences Inc.
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Name and Age
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Principal Occupation and Directorships
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Qualifications considered for Mr. Lunger included his deep and significant business experience, including leadership roles as an executive and a board member; his experience in a publicly traded life sciences tools company; and his experience in accounting and financial matters.
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Jeffrey T. Slovin Age 52 Director since 2016 (Sirona Director since 2006 and Schick Director from 1999 to 2006) |
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Mr. Slovin currently serves as the Company’s Chief Executive Officer and as a Director on the Company’s Board of Directors. Formerly, Mr. Slovin served as Sirona Dental Systems, Inc.’s Chief Executive Officer from February 2013 through February 2016 and as its President from September 20, 2010 through February 28, 2016. Prior to September 20, 2010, Mr. Slovin served as Sirona Dental Systems, Inc.’s Executive Vice President and Chief Operating Officer of U.S. Operations from June 2006 through September 2010. Prior to that time, Mr. Slovin was Chief Executive Officer of Schick since June 2004 and Schick’s President from December 1999 to June 2004. He has also served as a Schick Director since December 1999. In addition, from November 2001 to June 15, 2004, Mr. Slovin served as Schick’s Chief Operating Officer. From 1999 to November 2001, Mr. Slovin was a Managing Director of Greystone & Co., Inc. From 1996 to 1999, he served in various executive capacities at Sommerset Investment Capital LLC, including Managing Director, and as President of Sommerset Realty Investment Corp. During 1995, Mr. Slovin was a Manager at Fidelity Investments Co. From 1991 to 1994, he was Chief Financial Officer of SportsLab U.S.A. Corp. and, from 1993 to 1994, was also President of Sports and Entertainment Inc. From 1987 to 1991, Mr. Slovin was an associate at Bear Stearns & Co., specializing in mergers and acquisitions and corporate finance. Mr. Slovin is currently a member of the Board of Fellows of the Harvard School of Dental Medicine, and a member of the World President’s Organization. Mr. Slovin holds an M.B.A. degree from Harvard Business School.
Qualifications considered for Mr. Slovin included his role as the former Chief Executive Officer and President of Sirona Dental Systems, Inc.; his extensive experience in the dental industry; and his overall financial, management and leadership experience.
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Bret W. Wise Age 56 Director since 2006 |
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Mr. Wise currently serves as the Company’s Executive Chairman of the Board of Directors. Formerly, Mr. Wise served as a member of DENTSPLY’s Board beginning in 2006 and as Chairman from January 1, 2007. He also served as Chief Executive Officer of DENTSPLY from January 1, 2007 through the Merger and as President in 2007 and 2008. Prior to that time, Mr. Wise served as DENTSPLY’s President and Chief Operating Officer in 2006, as Executive Vice President in 2005 and Senior Vice President and Chief Financial Officer from December 2002 through December 2004. From 1999 to 2002, Mr. Wise was Senior Vice President and Chief Financial Officer with Ferro Corporation of Cleveland, OH. From 1994 to 1999 he was Vice President and Chief Financial Officer at WCI Steel, Inc., of Warren, OH; and prior to that he was a partner with KPMG LLP. From 2006 until the company was taken private in 2010, Mr. Wise served on the Board of IMS Health. From 2012 until the time of its sale in September 2015, Mr. Wise served on the Board of Pall Corporation. From 2008 to 2012 Mr. Wise served on the Board (including one year as Chairman) of the Dental Trade Alliance. From 2007 to the present, Mr. Wise has served as a director of Dental Lifeline Network. From October 2016 to the present, Mr. Wise has served as a director of Vyaire Holding Co.
Qualifications considered for Mr. Wise included his role as the former Chief Executive Officer of the Company; his deep and active knowledge and understanding of the dental business and the Company; and his overall general business, financial and accounting knowledge.
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| Rainer Berthan Age 53 |
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Mr. Berthan currently serves as the Executive Vice President, Manufacturing and Supply Chain at Dentsply Sirona and Managing Director at the Dentsply Sirona Bensheim site. He leads the manufacturing and supply chain function globally. Formerly, Mr. Berthan held the position of Executive Vice President of Sirona since August 2012. Before joining Sirona, Mr. Berthan worked for five years in the MDAX-listed joint stock company Demag Cranes, where he was member of the Executive Committee of the company holding, as well as the Managing Director of the two subsidiaries Demag Cranes & Components and Gottwald Port Technology - both world leaders in their specific mechanical engineering fields. From 2004 to 2008, Mr. Berthan was the Managing Director of the Chinese subsidiary of Weidmüller, a German electrotechnology company. Between 2002 and 2004 he was a member of the board of New Tech Com Europe, a leading provider of mobile communications infrastructure. Prior to this, Mr. Berthan held various management positions at RWE and Daimler-Benz. Mr. Berthan has a degree in business administration from the Munich University of Applied Sciences.
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| Christopher T. Clark Age 55 |
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Mr. Clark currently serves as President and Chief Operating Officer, Technologies. Formerly, Mr. Clark held the title of President and Chief Financial Officer of DENTSPLY since April 2013. His primary responsibilities included strategy and business development activities, all finance functions including investor relations, as well as DENTSPLY’s corporate functions for clinical affairs, information technology, manufacturing, human resources, and research and development. Since joining DENTSPLY in September 1992, Mr. Clark held positions of progressive responsibility including Director of Marketing, General Manager & Vice President, Executive Vice President, and for six years was the Company’s Chief Operating Officer. Mr. Clark is a current Board member for the Dental Trade Alliance. Prior to joining DENTSPLY, Mr. Clark was employed with Procter & Gamble in a number of management positions, including Brand Manager of Crest Toothpaste. Mr. Clark received his Bachelor of Arts degree in Economics from Harvard University and has a Master of Business Administration degree in marketing and finance from Columbia University’s Graduate School of Business.
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| Jonathan I. Friedman Age 46 |
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Mr. Friedman currently serves as Senior Vice President, General Counsel & Secretary. Formerly, Mr. Friedman held the title of General Counsel and Secretary of Sirona since September 2007. From 2001 to 2007, Mr. Friedman was Chief Legal Officer and Secretary of National Medical Health Card Systems, Inc., a NASDAQ listed pharmacy benefit manager. In this role, Mr. Friedman’s primary focus was on corporate acquisitions and financings, general corporate transactions, Exchange Act reporting, corporate governance, intellectual property matters and regulatory compliance. Prior to his tenure at National Medical Health Card Systems, Inc. Mr. Friedman served as Vice President and Deputy General Counsel to a publicly traded company and was an associate at a major New York City law firm. In each of those roles, Mr. Friedman’s emphasis was on public and private securities offerings, mergers and acquisitions, commercial transactions, technology licensing, regulatory compliance and securities law. Mr. Friedman holds a J.D. (graduating cum laude) from St. John’s University School of Law, where he was also the Articles and Notes Editor of the Law Review.
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| Maureen J. MacInnis Age 56 |
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Ms. MacInnis currently serves as Senior Vice President and Chief Human Resources Officer of Dentsply Sirona. Formerly, Ms. MacInnis held the title of Vice President, Chief Human Resources Officer of DENTSPLY since April 2009. In this role, Ms. MacInnis helps drive growth through clear linkage between the business strategy and people strategies, talent management and succession processes, as well as compensation and benefits, employee relations, leadership development and training. Ms. MacInnis has over 30 years of experience in all aspects of Human Resources, particularly with expertise in organization design, acquisition, succession planning and communications. Prior to joining DENTSPLY, Ms. MacInnis held Human Resources executive positions at CIGNA and at Trane Corporation. Ms. MacInnis graduated from King’s College with a Bachelor of Arts degree in Business Administration and received an MBA from Lehigh University.
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| Ulrich Michel Age 54 |
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Mr. Michel currently serves as Executive Vice President and Chief Financial Officer of Dentsply Sirona. Formerly, Mr. Michel held the role of Executive Vice President and Chief Financial Officer of Sirona since October 2013. From April 2005 to October 2013 he was Chief Financial Officer of WABCO, a New York Stock Exchange listed company that is a global technology leader in the commercial vehicle industry. Prior to that, he served as Chief Financial Officer for American Standard’s Trane Commercial Systems’ business in the Europe, Middle East, Africa & India Region. Mr. Michel joined American Standard from Honeywell International/Allied Signal where he spent six years in financial leadership positions in the U.S. and Europe, with areas of focus including mergers and acquisitions, the Specialty Chemicals business and the Control Products business. Before joining Honeywell International/Allied Signal, he spent eight years at Pricewaterhouse, working both in the U.S where he qualified as a U.S. Certified Public Accountant, and in Europe where he became a German Wirtschaftsprüfer. He holds a Degree in International Business from the University of Applied Science in Pforzheim, Germany.
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| James G. Mosch Age 60 |
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Mr. Mosch currently serves as President and Chief Operating Officer, Dental and Healthcare Consumables of Dentsply Sirona. Formerly, Mr. Mosch held the title of Executive Vice President and Chief Operating Officer of DENTSPLY since April 2013. Mr. Mosch joined DENTSPLY in 1994 and since 2003, has held positions of increasing responsibility including Vice President, General Manager and Senior Vice President. Mr. Mosch is a past Board member of the Dental Trade Alliance Foundation. Prior to joining DENTSPLY, Mr. Mosch held several executive positions in the areas of sales, marketing and operations with Baxter International and American Hospital Supply. Mr. Mosch graduated from Purdue University with a Bachelor of Science degree in Industrial Management/Life Sciences and received an MBA from Southern Methodist University.
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2016
($) |
| |
2015
($) |
| ||||||
Audit(1) | | | | | 4,852 | | | | | | 4,100 | | |
Audit related(2) | | | | | 2,387 | | | | | | 187 | | |
Tax(3) | | | | | 5,969 | | | | | | 2,405 | | |
Other(4) | | | | | 7 | | | | | | 7 | | |
Total | | | | | 13,215 | | | | | | 6,699 | | |
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Francis J. Lunger
|
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David K. Beecken
|
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Eric K. Brandt
|
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Arthur D. Kowaloff
|
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David K. Beecken
|
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Eric K. Brandt
|
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Michael J. Coleman
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NEO
|
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Short-Term Incentive
Compensation as Percentage of Total 2016 Compensation |
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Long-Term Incentive
Compensation as Percentage of Total 2016 Compensation |
| |
Total Incentive
Compensation as Percentage of Total 2016 Compensation |
| |||||||||
Bret W. Wise Executive Chairman |
| | | | 9.5% | | | | | | 69.8% | | | | | | 79.4% | | |
Jeffrey T. Slovin Chief Executive Officer |
| | | | 11.7% | | | | | | 62.5% | | | | | | 74.2% | | |
Christopher T. Clark President and Chief Operating Officer, Technologies |
| | | | 9.9% | | | | | | 61.6% | | | | | | 71.5% | | |
James G. Mosch President and Chief Operating Officer, Dental and Healthcare Consumables |
| | | | 9.3% | | | | | | 60.4% | | | | | | 69.7% | | |
Ulrich Michel Executive Vice President and Chief Financial Officer |
| | | | 15.4% | | | | | | 32.8% | | | | | | 48.2% | | |
Maureen J. MacInnis Senior Vice President and Chief Human Resources Officer |
| | | | 9.3% | | | | | | 38.8% | | | | | | 48.1% | | |
Jonathan I. Friedman Senior Vice President, Secretary and General Counsel |
| | | | 14.7% | | | | | | 29.2% | | | | | | 43.9% | | |
| | |
2014 Annual
Incentive Target Achievement & Annual Incentive Comp |
| |
2015 Annual
Incentive Target Achievement & Annual Incentive Comp |
| |
2016 Annual
Incentive Target Achievement & Annual Incentive Comp |
| |||||||||||||||||||||||||||||||||||||||||||||
| | |
At 100%
|
| |
Achieved
|
| |
Incentive
Comp Paid |
| |
At 100%
|
| |
Achieved
|
| |
Incentive
Comp Paid |
| |
At 100%
|
| |
Achieved
|
| |
Incentive
Comp Paid |
| |||||||||||||||||||||||||||
Jeffrey T. Slovin(1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 1,235,000 | | | | | | 50.5% | | | | | $ | 623,200 | | |
Bret W. Wise(2) | | | | $ | 1,128,000 | | | | | | 97.7% | | | | | $ | 1,102,500 | | | | | $ | 1,170,000 | | | | | | 128.2.% | | | | | $ | 1,499,900 | | | | | | | | | | | | | | | | | | | | |
| |
Component
|
| | |
Description
|
| | |
Purpose/Benefits
|
| |
| | Base Annual Salary | | | | Short-term compensation Fixed cash component |
| | | Attract and retain quality management Competitive with the market Recognize executive’s level of responsibility and experience in position |
| |
| | Annual Incentive Plan | | | | Short-term compensation Cash award based on accomplishment of annual financial objectives related to internal sales growth and non-GAAP earnings per share (80%) and strategic objectives (20%) |
| | | Motivate and reward performance relative to annual objectives Competitive with market to attract and retain executive management Based on performance of the Company to align with stockholder interest |
| |
| |
Equity Incentive Compensation
|
| | | Long-term compensation Equity incentive awards consisting of stock options and restricted stock units, some of which vest with the passage of time and some of which vest with the passage of time in combination with specific performance objectives |
| | | Reward for sustaining long-term performance Align directly with stockholder interest Enhancement of long-term stockholder value Retention |
| |
| | Retirement Benefits; Deferred Compensation Benefits; and Benefits Payable Upon Termination and/or a Change-in-Control Event | | | | Basic economic, retirement, termination and change-in-control benefits | | | | Attract and retain quality management Provide basic short and long-term security Support focus on Company’s activities and interest during change-in-control event |
| |
|
Dentsply Sirona Peer Group
|
| ||||||
| Becton, Dickinson and Co. | | | Hologic, Inc. | | | ResMed Inc. | |
|
Boston Scientific Corporation
|
| | Intuitive Surgical, Inc. | | | St. Jude Medical | |
| C.R. Bard Inc. | | | Mettler-Toledo International Inc. | | |
The Cooper Companies, Inc.
|
|
| Edwards Lifesciences Corp. | | | Patterson Companies Inc. | | |
Varian Medical Systems Inc
|
|
| Henry Schein Inc. | | | PerkinElmer Inc. | | | Zimmer Biomet Holdings Inc. | |
| | |
2015
|
| |
2014
|
| |
Change (%)
|
| |||||||||
| | |
($ in millions, except EPS)
|
| |
($ in millions, except EPS)
|
| | |||||||||||
Net Sales | | | | | 2,674.3 | | | | | | 2,922.6 | | | | | | (8.5) | | |
Net Sales (excluding precious metal content)(1) | | | | | 2,581.5 | | | | | | 2,792.7 | | | | | | (7.6) | | |
Earnings Per Diluted Common Share (EPS) | | | | | 1.76 | | | | | | 2.24 | | | | | | (21.4) | | |
Adjusted Earnings Per Diluted Common Share
(EPS)(1) |
| | | | 2.62 | | | | | | 2.50 | | | | | | 4.8 | | |
| | |
2016
|
| |
2015
|
| |
Change (%)
|
| |||||||||
| | |
($ in millions, except EPS)
|
| |
($ in millions, except EPS)
|
| | |||||||||||
Net Sales | | | | | 3,745.3 | | | | | | 2,674.3 | | | | | | 40.0 | | |
Net Sales (excluding precious metal content)(1) | | | | | 3,681.0 | | | | | | 2,581.5 | | | | | | 42.6 | | |
Earnings Per Diluted Common Share (EPS) | | | | | 1.94 | | | | | | 1.76 | | | | | | 10.2 | | |
Adjusted Earnings Per Diluted Common Share
(EPS)(1) |
| | | | 2.78 | | | | | | 2.62 | | | | | | 6.1 | | |
Name
|
| |
Base Salary
|
| |||
Bret W. Wise, Executive Chairman(1) | | | | $ | 900,000 | | |
Jeffrey T. Slovin, Chief Executive Officer(2) | | | | $ | 950,000 | | |
Christopher T. Clark, President and Chief Operating Officer, Technologies | | | | $ | 655,600 | | |
James G. Mosch, President and Chief Operating Officer, Dental and Healthcare Consumables | | | | $ | 590,300 | | |
Ulrich Michel, Executive Vice President and Chief Financial Officer(2) | | | | € | 589,578 | | |
Maureen J. MacInnis, Senior Vice President and Chief Human Resources Officer | | | | $ | 377,200 | | |
Jonathan I. Friedman, Senior Vice President, Secretary and General Counsel(2) | | | | $ | 435,000 | | |
Name
|
| |
Target as Percent of
Salary |
| |||
Bret W. Wise, Executive Chairman | | | | | 120% | | |
Jeffrey T. Slovin, Chief Executive Officer | | | | | 130% | | |
Christopher T. Clark, President and Chief Operating Officer, Technologies | | | | | 85% | | |
James G. Mosch, President and Chief Operating Officer, Dental and Healthcare Consumables
|
| | | | 75% | | |
Ulrich Michel, Executive Vice President and Chief Financial Officer | | | | | 75% | | |
Maureen J. MacInnis, Senior Vice President and Chief Human Resources Officer | | | | | 60% | | |
Jonathan I. Friedman, Senior Vice President, Secretary and General Counsel | | | | | 60% | | |
Weight
|
| |
Metric
|
| |
Range
|
| | | | | | | | | | | | |
40%
|
| |
Internal Sales
Growth(1) |
| | | | |
Internal Sales Growth(1)
|
| | | | Attainment | | | |||
|
Threshold
|
| |
3.5%
|
| |
70%
|
| |||||||||||
| | |
|
| |
Target
|
| |
5.0%
|
| |
100%
|
| ||||||
| | |
|
| |
Maximum
|
| |
7.5%
|
| |
200%
|
| ||||||
40%
|
| |
Non-GAAP
EPS(2) |
| | | | |
Non-GAAP EPS(2)
|
| |
Non-GAAP EPS Growth(2)
|
| |
Attainment
|
| |||
|
Threshold
|
| |
$2.71
|
| |
3.4%
|
| |
50%
|
| ||||||||
| | |
|
| |
Target
|
| |
$2.81
|
| |
7.3%
|
| |
100%
|
| |||
| | |
|
| |
Maximum
|
| |
$2.91
|
| |
11.1%
|
| |
200%
|
|
| | |
Target
|
| |
Actual
|
| |
Attainment
|
| |
Weighting
|
| ||||||||||||
Internal Sales Growth(1) | | | | | 5.0% | | | | | | 2.4% | | | | | | 0.0% | | | | | | 40% | | |
Non-GAAP EPS(2) | | | | $ | 2.81 | | | | | $ | 2.74 | | | | | | 63.7% | | | | | | 40% | | |
Total Financial Objectives
|
| | | | — | | | | | | — | | | | | | 31.8% | | | | | | 80% | | |
Strategic Objectives
|
| | | | — | | | | | | — | | | | | | 125% | | | | | | 20% | | |
Total Attainment
|
| | | | — | | | | | | — | | | | | | 50.5% | | | | | | 100% | | |
Name
|
| |
Target
($) |
| |
Actual
($) |
| |
Achievement
(%) |
| |||||||||
Bret W. Wise, Executive Chairman | | | | | 1,095,000 | | | | | | 552,500 | | | | | | 50.5% | | |
Jeffrey T. Slovin, Chief Executive Officer | | | | | 1,235,000 | | | | | | 623,200 | | | | | | 50.5% | | |
Christopher T. Clark, President and Chief Operating Officer, Technologies
|
| | | | 557,260 | | | | | | 281,200 | | | | | | 50.5% | | |
James G. Mosch, President and Chief Operating Officer, Dental and Healthcare Consumables
|
| | | | 442,725 | | | | | | 223,400 | | | | | | 50.5% | | |
Ulrich Michel, Executive Vice President and Chief Financial Officer
|
| | | | 487,526 | | | | | | 245,977 | | | | | | 50.5% | | |
Maureen J. MacInnis, Senior Vice President and Chief Human Resources Officer
|
| | | | 226,320 | | | | | | 114,200 | | | | | | 50.5% | | |
Jonathan I. Friedman, Senior Vice President, Secretary and
General Counsel |
| | | | 261,000 | | | | | | 131,700 | | | | | | 50.5% | | |
| | |
Non-GAAP EPS Growth(1)
|
| |
Attainment
|
| ||||||
Threshold | | | | | 7% | | | | | | 70% | | |
Target | | | | | 10% | | | | | | 100% | | |
Maximum | | | | | 15% | | | | | | 200% | | |
NEO
|
| |
Stock Options
|
| |
RSUs
|
| |
PRSUs
|
| |||||||||
Bret W. Wise
Executive Chairman |
| | | | 35% | | | | | | 25% | | | | | | 40% | | |
Jeffrey T. Slovin(1)
Chief Executive Officer |
| | | | 40% | | | | | | — | | | | | | 60% | | |
Christopher T. Clark
President and Chief Operating Officer, Technologies |
| | | | 35% | | | | | | 25% | | | | | | 40% | | |
James G. Mosch
President and Chief Operating Officer, Dental and Healthcare Consumables |
| | | | 35% | | | | | | 25% | | | | | | 40% | | |
Ulrich Michel(1)
Executive Vice President and Chief Financial Officer |
| | | | 50% | | | | | | — | | | | | | 50% | | |
Maureen J. MacInnis
Senior Vice President and Chief Human Resources Officer |
| | | | 30% | | | | | | 40% | | | | | | 30% | | |
Jonathan I. Friedman(1)
Senior Vice President, Secretary and General Counsel |
| | | | 50% | | | | | | — | | | | | | 50% | | |
NEO
|
| |
Stock Options
|
| |
RSUs
|
| |
PRSUs
|
| |||||||||
Jeffrey T. Slovin | | | | | 27% | | | | | | 33% | | | | | | 40% | | |
Ulrich Michel | | | | | 25% | | | | | | 50% | | | | | | 25% | | |
Jonathan I. Friedman | | | | | 25% | | | | | | 50% | | | | | | 25% | | |
| Executive Chairman and Chief Executive Officer | | | | | 5X | | |
| Presidents | | | | | 4X | | |
| Executive Vice Presidents | | | | | 3X | | |
| Senior Vice Presidents | | | | | 2X | | |
| Vice Presidents | | | | | 1X | | |
Name and Principal Position(1)
|
| |
Fiscal
Year |
| |
Salary(9)
($) |
| |
Bonus(10)
($) |
| |
Stock
Awards(11) ($) |
| |
Option
Awards(12) ($) |
| |
Non-Equity
Incentive Plan Compensation(13) ($) |
| |
All Other
Compensation(14) ($) |
| |
Total
($) |
| ||||||||||||||||||||||||
Bret W. Wise
Executive Chairman(2) |
| | | | 2016 | | | | | | 912,500 | | | | | | — | | | | | | 2,547,986 | | | | | | 1,498,100 | | | | | | 552,500 | | | | | | 282,307 | | | | | | 5,793,393 | | |
| | | 2015 | | | | | | 975,000 | | | | | | — | | | | | | 2,279,992 | | | | | | 1,479,842 | | | | | | 1,499,900 | | | | | | 243,020 | | | | | | 6,477,754 | | | ||
| | | 2014 | | | | | | 940,000 | | | | | | — | | | | | | 2,280,040 | | | | | | 1,519,996 | | | | | | 1,102,500 | | | | | | 209,933 | | | | | | 6,052,469 | | | ||
Jeffrey T. Slovin Chief Executive Officer(3) |
| | | | 2016 | | | | | | 802,919 | | | | | | — | | | | | | 1,919,378 | | | | | | 1,415,829 | | | | | | 623,200 | | | | | | 573,432 | | | | | | 5,334,758 | | |
Christopher T. Clark
President and Chief Operating Officer, Technologies(4) |
| | | | 2016 | | | | | | 655,600 | | | | | | — | | | | | | 1,105,005 | | | | | | 649,929 | | | | | | 281,200 | | | | | | 157,822 | | | | | | 2,849,556 | | |
| | | 2015 | | | | | | 636,500 | | | | | | — | | | | | | 1,020,032 | | | | | | 661,921 | | | | | | 693,600 | | | | | | 134,513 | | | | | | 3,146,566 | | | ||
| | | 2014 | | | | | | 618,000 | | | | | | — | | | | | | 1,081,828 | | | | | | 618,527 | | | | | | 513,400 | | | | | | 118,692 | | | | | | 2,950,447 | | | ||
James G. Mosch
President and Chief Operating Officer, Dental and Healthcare Consumables(5) |
| | | | 2016 | | | | | | 590,300 | | | | | | — | | | | | | 909,991 | | | | | | 534,498 | | | | | | 223,400 | | | | | | 133,501 | | | | | | 2,391,690 | | |
| | | 2015 | | | | | | 573,100 | | | | | | — | | | | | | 840,008 | | | | | | 544,920 | | | | | | 551,000 | | | | | | 114,291 | | | | | | 2,623,319 | | | ||
| | | 2014 | | | | | | 551,100 | | | | | | — | | | | | | 859,075 | | | | | | 490,685 | | | | | | 404,000 | | | | | | 100,664 | | | | | | 2,405,524 | | | ||
Ulrich Michel Executive Vice President and Chief Financial Officer(6) |
| | | | 2016 | | | | | | 518,700 | | | | | | — | | | | | | 249,999 | | | | | | 273,326 | | | | | | 245,977 | | | | | | 307,802 | | | | | | 1,595,804 | | |
Maureen J. MacInnis Senior Vice President and Chief Human Resources Officer(7) |
| | | | 2016 | | | | | | 377,200 | | | | | | 183,100 | | | | | | 325,508 | | | | | | 151,817 | | | | | | 114,200 | | | | | | 77,071 | | | | | | 1,228,896 | | |
Jonathan I. Friedman Senior Vice President, Secretary and General Counsel(8) |
| | | | 2016 | | | | | | 366,648 | | | | | | 93,177 | | | | | | 125,030 | | | | | | 136,663 | | | | | | 131,700 | | | | | | 43,521 | | | | | | 896,739 | | |
Name of Executive Officer
|
| |
ESOP
Stock Contribution(1) ($) |
| |
401(k)
Contribution(2) ($) |
| |
SERP
Contribution(3) ($) |
| |
Car
Allowance(4) ($) |
| |
Education
Allowance(5) ($) |
| |
Housing
Allowance(6) ($) |
| |
Relocation(7)
($) |
| |
Tax
Advice(8) ($) |
| |
Healthcare(9)
($) |
| |
Tax
Related Payments(10) ($) |
| |
Savings
Plan(11) ($) |
| |
Perquisites
> $10,000(12) ($) |
| |
Total
Other Compensation ($) |
| |||||||||||||||||||||||||||||||||||||||
Bret W. Wise | | | | | 7,950 | | | | | | 7,950 | | | | | | 266,407 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 282,307 | | |
Jeffrey T. Slovin | | | | | — | | | | | | 6,727 | | | | | | 85,991 | | | | | | 8,850 | | | | | | — | | | | | | 29,485 | | | | | | 97,250 | | | | | | 6,250 | | | | | | 25,586 | | | | | | 313,293 | | | | | | — | | | | | | — | | | | | | 573,432 | | |
Christopher T. Clark | | | | | 7,950 | | | | | | 7,950 | | | | | | 141,922 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 157,822 | | |
James G. Mosch | | | | | 7,950 | | | | | | 7,950 | | | | | | 117,601 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 133,501 | | |
Ulrich Michel | | | | | — | | | | | | — | | | | | | 24,921 | | | | | | 16,165 | | | | | | 69,339 | | | | | | 14,084 | | | | | | — | | | | | | 7,875 | | | | | | 12,769 | | | | | | 100,733 | | | | | | 24,256 | | | | | | 37,661 | | | | | | 307,802 | | |
Maureen J. MacInnis | | | | | 7,950 | | | | | | 7,950 | | | | | | 61,171 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 77,071 | | |
Jonathan I. Friedman | | | | | — | | | | | | 6,727 | | | | | | 34,948 | | | | | | 1,846 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 43,521 | | |
Name
|
| |
Salary Percentage
|
| |||
Bret W. Wise, Executive Chairman | | | | | 15.8% | | |
Jeffrey T. Slovin, Chief Executive Officer | | | | | 15.1% | | |
Christopher T. Clark, President and Chief Operating Officer, Technologies | | | | | 23.0% | | |
James G. Mosch, President and Chief Operating Officer, Dental and Healthcare Consumables
|
| | | | 24.7% | | |
Ulrich Michel, Executive Vice President and Chief Financial Officer | | | | | 32.5% | | |
Maureen J. MacInnis, Senior Vice President and Chief Human Resources Officer | | | | | 30.7% | | |
Jonathan I. Friedman, Senior Vice President, Secretary and General Counsel | | | | | 40.9% | | |
| | | | | | | | |
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards(1) |
| |
Estimated Future Stock Unit
Payouts Under Equity Incentive Plan Awards(2) |
| |
All
Other Stock Awards: Number of Stock Units(3) (#) |
| |
All
Other Option Awards: Number of Securities Underlying Options |
| |
Exercise
or Base Price of Option Awards(4) ($/Share) |
| |
Grant Date
Fair Value of Stock and Option Awards(5) ($) |
| ||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Grant Date
|
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| |||||||||||||||||||||||||||||||||||||||||||||
Bret W. Wise | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
Incentive Compensation | | | | | — | | | | | | 1,095,000 | | | | | | 2,190,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||||||
RSUs | | | | | 2/17/2016 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,528 | | | | | | 17,528 | | | | | | — | | | | | | — | | | | | | — | | | | | | 979,990 | | |
PRSUs | | | | | 2/17/2016 | | | | | | — | | | | | | — | | | | | | — | | | | | | 19,632 | | | | | | 28,045 | | | | | | 56,090 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,567,996 | | |
Options | | | | | 2/17/2016 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 119,400 | | | | | | 55.91 | | | | | | 1,498,100 | | |
| | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jeffrey T. Slovin | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
Incentive Compensation | | | | | — | | | | | | 1,235,000 | | | | | | 2,470,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||||||
PRSUs | | | | | 3/1/2016 | | | | | | — | | | | | | — | | | | | | — | | | | | | 22,233 | | | | | | 31,762 | | | | | | 63,524 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,919,378 | | |
Options | | | | | 3/1/2016 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 103,600 | | | | | | 60.43 | | | | | | 1,415,829 | | |
| | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Christopher T. Clark | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
Incentive Compensation | | | | | — | | | | | | 557,260 | | | | | | 1,114,520 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||||||
RSUs | | | | | 2/17/2016 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,602 | | | | | | 7,602 | | | | | | — | | | | | | — | | | | | | — | | | | | | 425,028 | | |
PRSUs | | | | | 2/17/2016 | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,513 | | | | | | 12,162 | | | | | | 24,324 | | | | | | — | | | | | | — | | | | | | — | | | | | | 679,977 | | |
Options | | | | | 2/17/2016 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 51,800 | | | | | | 55.91 | | | | | | 649,929 | | |
| | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
James G. Mosch | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
Incentive Compensation | | | | | — | | | | | | 442,725 | | | | | | 885,450 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||||||
RSUs | | | | | 2/17/2016 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,260 | | | | | | 6,260 | | | | | | — | | | | | | — | | | | | | — | | | | | | 349,997 | | |
PRSUs | | | | | 2/17/2016 | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,011 | | | | | | 10,016 | | | | | | 20,032 | | | | | | — | | | | | | — | | | | | | — | | | | | | 559,995 | | |
Options | | | | | 2/17/2016 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 42,600 | | | | | | 55.91 | | | | | | 534,498 | | |
| | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ulrich Michel | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
Incentive Compensation | | | | | — | | | | | | 487,526 | | | | | | 975,052 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||||||
PRSUs | | | | | 3/1/2016 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,896 | | | | | | 4,137 | | | | | | 8,274 | | | | | | — | | | | | | — | | | | | | — | | | | | | 249,999 | | |
Options | | | | | 3/1/2016 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,000 | | | | | | 60.43 | | | | | | 273,326 | | |
| | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maureen J. MacInnis | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
Incentive Compensation | | | | | — | | | | | | 226,320 | | | | | | 452,640 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||||||
RSUs | | | | | 2/17/2016 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,327 | | | | | | — | | | | | | — | | | | | | 186,013 | | |
PRSUs | | | | | 2/17/2016 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,747 | | | | | | 2,495 | | | | | | 4,990 | | | | | | — | | | | | | — | | | | | | — | | | | | | 139,495 | | |
Options | | | | | 2/17/2016 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,100 | | | | | | 55.91 | | | | | | 151,817 | | |
| | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jonathan I. Friedman | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
Incentive Compensation | | | | | — | | | | | | 261,000 | | | | | | 522,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||||||
PRSUs | | | | | 3/1/2016 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,448 | | | | | | 2,069 | | | | | | 4,138 | | | | | | — | | | | | | — | | | | | | — | | | | | | 125,030 | | |
Options | | | | | 3/1/2016 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,000 | | | | | | 60.43 | | | | | | 136,663 | | |
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Option Awards
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Stock Awards
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Name
|
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Number of
Securities Underlying Unexercised Options (Exercisable) (#) |
| |
Number of
Securities Underlying Unexercised Options (Unexercisable)(2) (#) |
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Total
Number of Securities Underlying Unexercised Options (#) |
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Option
Exercise Price(3) ($) |
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Option
Expiration Date(4) |
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Number of
Stock Units That Have Not Vested(5) (#) |
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Market
Value of Stock Units That Have Not Vested(6) ($) |
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Equity
Incentive Plan Awards: Number of Unearned Stock Units That Have Not Vested(7) (#) |
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Equity
Incentive Plan Awards: Market Value of Stock Units That Have Not Vested(8) ($) |
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Bret W. Wise | | | | | 146,900 | | | | | | — | | | | | | 146,900 | | | | | | 45.15 | | | | | | 12/10/2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | 223,650 | | | | | | — | | | | | | 223,650 | | | | | | 25.91 | | | | | | 12/08/2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | 229,900 | | | | | | — | | | | | | 229,900 | | | | | | 33.86 | | | | | | 12/08/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | 189,200 | | | | | | — | | | | | | 189,200 | | | | | | 36.62 | | | | | | 02/11/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | 170,000 | | | | | | — | | | | | | 170,000 | | | | | | 38.74 | | | | | | 02/21/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | 154,500 | | | | | | — | | | | | | 154,500 | | | | | | 40.86 | | | | | | 2/25/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | 107,800 | | | | | | 53,900 | | | | | | 161,700 | | | | | | 45.11 | | | | | | 2/24/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | 45,533 | | | | | | 91,067 | | | | | | 136,600 | | | | | | 52.00 | | | | | | 2/23/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | — | | | | | | 119,400 | | | | | | 119,400 | | | | | | 55.91 | | | | | | 2/17/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 22,464 | | | | | | 1,296,847 | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 19,487 | | | | | | 1,124,985 | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 17,528 | | | | | | 1,011,891 | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 29,090 | | | | | | 1,679,366 | | | | | | | | | | | | — | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 40,597 | | | | | | 2,343,665 | | | | | | — | | | | | | — | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 28,045 | | | | | | 1,619,038 | | | | ||
| | | | | 1,267,483 | | | | | | 264,367 | | | | | | 1,531,850 | | | | | | | | | | | | | | | | | | 69,687 | | | | | | 4,023,031 | | | | | | 87,524 | | | | | | 5,052,761 | | | | ||
Jeffrey T. Slovin(1) | | | | | 136,065 | | | | | | — | | | | | | 136,065 | | | | | | 6.56 | | | | | | 12/8/2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | 49,890 | | | | | | — | | | | | | 49,890 | | | | | | 22.07 | | | | | | 11/22/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | 36,284 | | | | | | — | | | | | | 36,284 | | | | | | 34.29 | | | | | | 11/20/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | 32,655 | | | | | | 10,885 | | | | | | 43,540 | | | | | | 38.72 | | | | | | 2/20/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | 66,960 | | | | | | 22,322 | | | | | | 89,282 | | | | | | 37.26 | | | | | | 11/26/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | 51,269 | | | | | | 51,273 | | | | | | 102,542 | | | | | | 47.41 | | | | | | 11/25/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | — | | | | | | 103,600 | | | | | | 103,600 | | | | | | 60.43 | | | | | | 3/1/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,840(a) | | | | | | 279,413 | | | | | | — | | | | | | — | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,949(b) | | | | | | 516,626 | | | | | | — | | | | | | — | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 16,455(c) | | | | | | 949,947 | | | | | | — | | | | | | — | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 43,250(d) | | | | | | 2,496,823 | | | | | | — | | | | | | — | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 59,069(f) | | | | | | 3,410,053 | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 31,762 | | | | | | 1,833,620 | | | | ||
| | | | | 373,123 | | | | | | 188,080 | | | | | | 561,203 | | | | | | | | | | | | | | | | | | 132,563 | | | | | | 7,652,862 | | | | | | 31,762 | | | | | | 1,833,620 | | | | ||
|
| | |
Option Awards
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| |
Stock Awards
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Number of
Securities Underlying Unexercised Options (Exercisable) (#) |
| |
Number of
Securities Underlying Unexercised Options (Unexercisable)(2) (#) |
| |
Total
Number of Securities Underlying Unexercised Options (#) |
| |
Option
Exercise Price(3) ($) |
| |
Option
Expiration Date(4) |
| |
Number of
Stock Units That Have Not Vested(5) (#) |
| |
Market
Value of Stock Units That Have Not Vested(6) ($) |
| |
Equity
Incentive Plan Awards: Number of Unearned Stock Units That Have Not Vested(7) (#) |
| |
Equity
Incentive Plan Awards: Market Value of Stock Units That Have Not Vested(8) ($) |
| | |||||||||||||||||||||||||||||
Christopher T. Clark | | | | | 111,800 | | | | | | — | | | | | | 111,800 | | | | | | 25.91 | | | | | | 12/8/2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | 89,700 | | | | | | — | | | | | | 89,700 | | | | | | 33.86 | | | | | | 12/8/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | 94,700 | | | | | | — | | | | | | 94,700 | | | | | | 36.62 | | | | | | 2/11/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | 75,600 | | | | | | — | | | | | | 75,600 | | | | | | 38.74 | | | | | | 2/21/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | 59,000 | | | | | | — | | | | | | 59,000 | | | | | | 40.86 | | | | | | 2/25/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | 43,866 | | | | | | 21,934 | | | | | | 65,800 | | | | | | 45.11 | | | | | | 2/24/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | 20,366 | | | | | | 40,734 | | | | | | 61,100 | | | | | | 52.00 | | | | | | 2/23/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | — | | | | | | 51,800 | | | | | | 51,800 | | | | | | 55.91 | | | | | | 2/17/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 15,988 | | | | | | 922,987 | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 8,718 | | | | | | 503,290 | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 7,602 | | | | | | 438,863 | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,282 | | | | | | 478,120 | | | | | | — | | | | | | — | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 18,162 | | | | | | 1,048,492 | | | | | | — | | | | | | — | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 12,162 | | | | | | 702,112 | | | | ||
| | | | | 495,032 | | | | | | 114,468 | | | | | | 609,500 | | | | | | | | | | | | | | | | | | 26,444 | | | | | | 1,526,612 | | | | | | 44,470 | | | | | | 2,567,252 | | | | ||
James G. Mosch | | | | | 46,300 | | | | | | — | | | | | | 46,300 | | | | | | 25.91 | | | | | | 12/8/2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | 50,600 | | | | | | — | | | | | | 50,600 | | | | | | 33.86 | | | | | | 12/8/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | 52,100 | | | | | | — | | | | | | 52,100 | | | | | | 36.62 | | | | | | 2/11/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | 46,600 | | | | | | — | | | | | | 46,600 | | | | | | 38.74 | | | | | | 2/21/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | 46,500 | | | | | | — | | | | | | 46,500 | | | | | | 40.86 | | | | | | 2/25/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | 34,800 | | | | | | 17,400 | | | | | | 52,200 | | | | | | 45.11 | | | | | | 2/24/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | 16,766 | | | | | | 33,534 | | | | | | 50,300 | | | | | | 52.00 | | | | | | 2/23/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | — | | | | | | 42,600 | | | | | | 42,600 | | | | | | 55.91 | | | | | | 2/17/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 12,696 | | | | | | 732,940 | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 7,179 | | | | | | 414,444 | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 6,260 | | | | | | 361,390 | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,577 | | | | | | 379,690 | | | | | | — | | | | | | — | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,957 | | | | | | 863,468 | | | | | | — | | | | | | — | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 10,016 | | | | | | 578,224 | | | | ||
| | | | | 293,666 | | | | | | 93,534 | | | | | | 387,200 | | | | | | | | | | | | | | | | | | 21,534 | | | | | | 1,243,158 | | | | | | 36,151 | | | | | | 2,086,997 | | | | ||
Ulrich Michel(1) | | | | | 131,280 | | | | | | 9,198 | | | | | | 140,478 | | | | | | 37.54 | | | | | | 7/29/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | 11,828 | | | | | | 11,834 | | | | | | 23,662 | | | | | | 47.41 | | | | | | 11/25/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | — | | | | | | 20,000 | | | | | | 20,000 | | | | | | 60.43 | | | | | | 3/1/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,837(c) | | | | | | 394,700 | | | | | | — | | | | | | — | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,970(d) | | | | | | 864,218 | | | | | | — | | | | | | — | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,445(e) | | | | | | 314,340 | | | | | | — | | | | | | — | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,187(f) | | | | | | 876,746 | | | | | | — | | | | | | — | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 4,137 | | | | | | 238,829 | | | | ||
| | | | | 143,108 | | | | | | 41,032 | | | | | | 184,140 | | | | | | | | | | | | | | | | | | 42,439 | | | | | | 2,450,004 | | | | | | 4,137 | | | | | | 238,829 | | | | ||
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Option Awards
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Stock Awards
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Number of
Securities Underlying Unexercised Options (Exercisable) (#) |
| |
Number of
Securities Underlying Unexercised Options (Unexercisable)(2) (#) |
| |
Total
Number of Securities Underlying Unexercised Options (#) |
| |
Option
Exercise Price(3) ($) |
| |
Option
Expiration Date(4) |
| |
Number of
Stock Units That Have Not Vested(5) (#) |
| |
Market
Value of Stock Units That Have Not Vested(6) ($) |
| |
Equity
Incentive Plan Awards: Number of Unearned Stock Units That Have Not Vested(7) (#) |
| |
Equity
Incentive Plan Awards: Market Value of Stock Units That Have Not Vested(8) ($) |
| | |||||||||||||||||||||||||||||
Maureen J. MacInnis | | | | | 18,300 | | | | | | — | | | | | | 18,300 | | | | | | 38.74 | | | | | | 2/21/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | 13,800 | | | | | | — | | | | | | 13,800 | | | | | | 40.86 | | | | | | 2/25/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | 10,000 | | | | | | 5,000 | | | | | | 15,000 | | | | | | 45.11 | | | | | | 2/24/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | 4,933 | | | | | | 9,867 | | | | | | 14,800 | | | | | | 52.00 | | | | | | 2/23/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | — | | | | | | 12,100 | | | | | | 12,100 | | | | | | 55.91 | | | | | | 2/17/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,173 | | | | | | 240,907 | | | | | | — | | | | | | — | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,173 | | | | | | 183,177 | | | | | | — | | | | | | — | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,327 | | | | | | 192,068 | | | | | | — | | | | | | — | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,621 | | | | | | 93,580 | | | | | | — | | | | | | — | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,526 | | | | | | 203,556 | | | | | | — | | | | | | — | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 2,495 | | | | | | 144,036 | | | | ||
| | | | | 47,033 | | | | | | 26,967 | | | | | | 74,000 | | | | | | | | | | | | | | | | | | 15,820 | | | | | | 913,288 | | | | | | 2,495 | | | | | | 144,036 | | | | ||
Jonathan I. Friedman(1) | | | | | 2,837 | | | | | | — | | | | | | 2,837 | | | | | | 34.29 | | | | | | 11/20/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | 5,580 | | | | | | 2,790 | | | | | | 8,370 | | | | | | 37.26 | | | | | | 11/26/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | 6,901 | | | | | | 6,903 | | | | | | 13,804 | | | | | | 47.41 | | | | | | 11/25/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | — | | | | | | 10,000 | | | | | | 10,000 | | | | | | 60.43 | | | | | | 3/1/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,240(b) | | | | | | 129,315 | | | | | | — | | | | | | — | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,989(c) | | | | | | 230,285 | | | | | | — | | | | | | — | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,733(d) | | | | | | 504,156 | | | | | | — | | | | | | — | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,859(f) | | | | | | 511,430 | | | | | | — | | | | | | — | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 2,069 | | | | | | 119,443 | | | | ||
| | | | | 15,318 | | | | | | 19,693 | | | | | | 35,011 | | | | | | | | | | | | | | | | | | 23,821 | | | | | | 1,375,186 | | | | | | 2,069 | | | | | | 119,443 | | | | ||
|
|
Expiration Date
|
| |
Vesting Schedules
|
|
|
2/24/2024
|
| | One-third vested February 24, 2017. | |
|
2/23/2025
|
| | One-third vested February 23, 2017; the remaining one third will vest February 23, 2018. | |
|
2/17/2026
|
| | One-third vested February 17, 2017; one third will vest February 17, 2018; and one third will vest February 17, 2019. | |
|
Expiration Date
|
| |
Vesting Schedules
|
|
|
2/20/2023
|
| | One-fourth vested February 20, 2017. | |
|
7/29/2023
|
| | One-fourth will vest July 29, 2017. | |
|
11/26/2023
|
| | One-fourth will vest November 26, 2017. | |
|
11/25/2024
|
| | One-fifth will vest November 25, 2017, one-fifth on November 25, 2018, and one-tenth on November 25, 2019 | |
|
3/1/2026
|
| | One-third vested March 1, 2017, one-third will vest on March 1, 2018, and one-third will vest on March 1, 2019. | |
|
Grant Date
|
| |
Vesting Schedules
|
|
|
2/24/2014
|
| | vested on February 24, 2017 | |
|
2/23/2015
|
| | will vest on February 23, 2018 | |
|
2/17/2016
|
| | will vest on February 17, 2019 | |
|
Grant Date
|
| |
Vesting Schedules
|
|
|
(a)
2/20/2013
|
| | vested over four years with one-third vesting on each of February 20, 2015, February 20, 2016 and February 20, 2017. | |
|
(b)
11/26/2013
|
| | vests over four years with one-third vesting on each of November 26, 2015, November 26, 2016, and November 26, 2017. | |
|
(c)
11/25/2014
|
| | vests over five years with one-fifth vesting on each of November 25, 2015, November 25, 2016, November 25, 2017, November 25, 2018, and November 25, 2019. | |
|
(d)
11/24/2015
|
| | vests with a three year cliff on November 24, 2018. | |
|
(e)
11/26/2013
|
| | vested in January 2017. | |
|
(f)
11/25/2014
|
| | will vest in November 2017. | |
| | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
Name
|
| |
Number of
Shares Acquired on Exercise (#) |
| |
Value Realized
on Exercise ($) |
| |
Shares
Acquired on Vesting (#) |
| |
Value Realized
on Vesting ($) |
| ||||||||||||
Bret W. Wise(1) | | | | | — | | | | | | — | | | | | | 48,196 | | | | | $ | 2,927,425 | | |
Jeffrey T. Slovin(1)(2)
|
| | | | — | | | | | | — | | | | | | 85,041 | | | | | $ | 5,163,325 | | |
Christopher T. Clark | | | | | 59,300 | | | | | $ | 932,214 | | | | | | 26,522 | | | | | $ | 1,610,946 | | |
James G. Mosch | | | | | 30,500 | | | | | $ | 481,375 | | | | | | 20,896 | | | | | $ | 1,269,223 | | |
Ulrich Michel(1)(3)
|
| | | | — | | | | | | — | | | | | | 6,074 | | | | | $ | 381,511 | | |
Maureen J. MacInnis | | | | | 62,750 | | | | | $ | 1,741,615 | | | | | | 9,333 | | | | | $ | 562,421 | | |
Jonathan I. Friedman | | | | | 2,834 | | | | | $ | 77,966 | | | | | | 11,956 | | | | | $ | 725,421 | | |
Name
|
| |
Plan Name
|
| |
Executive
Contributions(1) ($) |
| |
Registrant
Contributions(2) ($) |
| |
Aggregate
Earnings ($) |
| |
Aggregate
Withdrawals/ Distributions ($) |
| |
Aggregate
Balance(5) ($) |
| |||||||||||||||
Bret W. Wise | | | Supplemental Executive Retirement Plan | | | | | — | | | | | | 266,407 | | | | | | 103,313(3) | | | | | | — | | | | | | 3,304,655 | | |
| | | Dentsply Sirona Supplemental Savings Plan |
| | | | — | | | | | | — | | | | | | (23,249)(4) | | | | | | — | | | | | | 477,378 | | |
Jeffrey T. Slovin | | | Supplemental Executive Retirement Plan | | | | | — | | | | | | 85,991 | | | | | | — | | | | | | — | | | | | | 85,991 | | |
Christopher T. Clark |
| | Supplemental Executive Retirement Plan | | | | | — | | | | | | 141,922 | | | | | | 42,214(3) | | | | | | — | | | | | | 2,027,141 | | |
| | | Dentsply Sirona Supplemental Savings Plan |
| | | | — | | | | | | — | | | | | | 15,271(4) | | | | | | — | | | | | | 219,513 | | |
James G. Mosch | | | Supplemental Executive Retirement Plan | | | | | — | | | | | | 117,601 | | | | | | 41,285(3) | | | | | | — | | | | | | 1,553,882 | | |
| | | Dentsply Sirona Supplemental Savings Plan |
| | | | — | | | | | | — | | | | | | 21,412(4) | | | | | | — | | | | | | 377,576 | | |
Ulrich Michel
|
| | Supplemental Executive Retirement Plan | | | | | — | | | | | | 24,921 | | | | | | — | | | | | | — | | | | | | 24,921 | | |
Maureen J. MacInnis | | | Supplemental Executive Retirement Plan | | | | | — | | | | | | 61,171 | | | | | | 39,526(3) | | | | | | — | | | | | | 444,336 | | |
Jonathan I. Friedman | | | Supplemental Executive Retirement Plan | | | | | — | | | | | | 34,948 | | | | | | — | | | | | | — | | | | | | 34,948 | | |
Name of Officer
|
| |
Retirement
($) |
| |
Employee
Resignation ($) |
| |
Termination by
Employee with Good Reason ($) |
| |
Termination by
Company without Cause ($) |
| |
Termination
After Change in Control ($) |
| |
Death
($) |
| ||||||||||||||||||
Bret W. Wise(1) | | | | | 3,304,655 | | | | | | 3,304,655 | | | | | | 3,673,858 | | | | | | 3,673,858 | | | | | | 3,781,588 | | | | | | 3,304,655 | | |
Jeffrey T. Slovin(2) | | | | | 85,991 | | | | | | 85,991 | | | | | | 521,083 | | | | | | 521,083 | | | | | | 648,892 | | | | | | 85,991 | | |
Christopher T. Clark(3) | | | | | 2,027,141 | | | | | | 2,027,141 | | | | | | 2,256,771 | | | | | | 2,256,771 | | | | | | 2,323,730 | | | | | | 2,027,141 | | |
James G. Mosch(4) | | | | | 1,553,882 | | | | | | 1,553,882 | | | | | | 1,737,549 | | | | | | 1,737,549 | | | | | | 1,842,213 | | | | | | 1,553,882 | | |
Ulrich Michel(5) | | | | | 4,984 | | | | | | 4,984 | | | | | | 132,374 | | | | | | 132,374 | | | | | | 221,634 | | | | | | 4,984 | | |
Maureen J. MacInnis(6) | | | | | 444,336 | | | | | | 444,336 | | | | | | 546,978 | | | | | | 546,978 | | | | | | 576,318 | | | | | | 444,336 | | |
Jonathan I. Friedman(7) | | | | | 34,948 | | | | | | 34,948 | | | | | | 174,089 | | | | | | 174,089 | | | | | | 213,095 | | | | | | 34,948 | | |
Name of Executive Officer |
| |
Effective
Date |
| |
Term
|
| |
Annual Base
Salary |
| |
Non-Equity
Incentive |
| |
Equity Incentive
|
| |
Benefits
|
| |
Non-compete/
non-solicit |
|
Bret W. Wise
|
| | 2/29/2016 | | | 3 years and 12 month renewals unless terminated | | | $900,000 (subject to annual review) | | | 120% target bonus | | | min. $3,920,000 grant date fair value award in year 1 | | | Participation in Company plans. | | | 2 years | |
Jeffrey T. Slovin | | | 2/29/2016 | | | 3 years and 12 month renewals unless terminated | | | $950,000 (subject to annual review) | | | 130% target bonus | | | min. $4,815,000 grant date fair value award in year 1 | | | Participation in Company plans and credit for prior Sirona service; relocation, repatriation and expatriate benefits and tax gross ups thereon; tax equalization payments for excess taxes on remuneration due to relocation to Germany; tax advice. | | | 2 years | |
Christopher T. Clark | | | 2/29/2016 | | | 1 year and 12 month renewals unless terminated | | | $655,600 (subject to annual review) | | | 85% target bonus | | | in accordance with Company plans | | | Participation in Company plans. | | | 2 years | |
James G. Mosch | | | 1/1/2008 | | | at-will | | | $359,000 (subject to review) | | | in accordance with Company plans | | | in accordance with Company plans | | | Participation in Company plans. | | | 3 years (non-compete); indefinite (non-solicit) | |
Name of Executive Officer |
| |
Effective
Date |
| |
Term
|
| |
Annual Base
Salary |
| |
Non-Equity
Incentive |
| |
Equity Incentive
|
| |
Benefits
|
| |
Non-compete/
non-solicit |
|
Ulrich Michel
|
| | 2/29/2016 | | | 1 year and 12 month renewals unless terminated | | | €589,578 (subject to annual review) | | | 75% target bonus | | | min. $850,000 grant date fair value award per annum | | | Participation in Company plans and credit for prior Sirona service; deferred compensation, healthcare and education allowance and tax gross ups thereon; tax advice. | | | 2 years | |
Maureen J. MacInnis | | | 2/29/2016 | | | 1 year and 12 month renewals unless terminated | | | $377,200 (subject to annual review) | | | 60% target bonus | | | in accordance with Company plans | | | Participation in Company plans. | | | 2 years | |
Jonathan I. Friedman | | | 2/29/2016 | | | 1 year and 12 month renewals unless terminated | | | $435,000 (subject to annual review) | | | 60% target bonus | | | in accordance with Company plans | | | Participation in Company plans and credit for prior Sirona service. | | | 2 years | |
| | |
Termination
by Employee with Good Reason ($) |
| |
Termination
by Company without Cause ($) |
| |
Termination
After Change in Control ($) |
| |
Death
($) |
| ||||||||||||
Salary | | | | | 1,800,000 | | | | | | 1,800,000 | | | | | | 2,250,000 | | | | | | 900,000 | | |
Non-Equity Incentive Compensation | | | | | 2,160,000 | | | | | | 2,160,000 | | | | | | 2,700,000 | | | | | | — | | |
Stock Options | | | | | 1,346,904 | | | | | | 1,346,904 | | | | | | 1,419,340 | | | | | | 1,419,340 | | |
Stock Awards & Dividends | | | | | 6,541,435 | | | | | | 6,541,435 | | | | | | 9,186,100 | | | | | | 9,186,100 | | |
Employee Stock Ownership Plan | | | | | 15,900 | | | | | | 15,900 | | | | | | 19,875 | | | | | | — | | |
401(k) | | | | | 15,900 | | | | | | 15,900 | | | | | | 19,875 | | | | | | — | | |
Supplemental Executive Retirement Plan | | | | | 369,203 | | | | | | 369,203 | | | | | | 476,933 | | | | | | — | | |
Medical, Dental, Vision and Personal Accident Insurances
|
| | | | 33,364 | | | | | | 33,364 | | | | | | 33,364 | | | | | | — | | |
Long Term Disability Insurance | | | | | 1,710 | | | | | | 1,710 | | | | | | 1,710 | | | | | | — | | |
Basic Life and Accidental Death and Dismemberment Insurance
|
| | | | 1,548 | | | | | | 1,548 | | | | | | 1,548 | | | | | | 500,000 | | |
Total | | | | | 12,285,964 | | | | | | 12,285,964 | | | | | | 16,108,745 | | | | | | 12,005,440 | | |
|
| | |
Termination
by Employee with Good Reason ($) |
| |
Termination
by Company without Cause ($) |
| |
Termination
After Change in Control ($) |
| |
Death
($) |
| ||||||||||||
Salary | | | | | 1,900,000 | | | | | | 1,900,000 | | | | | | 2,375,000 | | | | | | 950,000 | | |
Non-Equity Incentive Compensation | | | | | 2,470,000 | | | | | | 2,470,000 | | | | | | 3,087,500 | | | | | | — | | |
Stock Options | | | | | 1,192,993 | | | | | | 1,192,993 | | | | | | 1,192,993 | | | | | | 1,192,993 | | |
Stock Awards & Dividends | | | | | 7,692,448 | | | | | | 7,692,448 | | | | | | 9,535,536 | | | | | | 9,535,536 | | |
401(k) | | | | | 15,900 | | | | | | 15,900 | | | | | | 19,875 | | | | | | — | | |
Supplemental Executive Retirement Plan | | | | | 435,092 | | | | | | 435,092 | | | | | | 562,901 | | | | | | — | | |
Medical, Dental, Vision and Personal Accident Insurances
|
| | | | 53,604 | | | | | | 53,604 | | | | | | 53,604 | | | | | | — | | |
Long Term Disability Insurance | | | | | 624 | | | | | | 624 | | | | | | 624 | | | | | | — | | |
Basic Life and Accidental Death and Dismemberment Insurance
|
| | | | 1,373 | | | | | | 1,373 | | | | | | 1,373 | | | | | | 400,000 | | |
Total | | | | | 13,762,034 | | | | | | 13,762,034 | | | | | | 16,829,406 | | | | | | 12,078,529 | | |
|
| | |
Termination
by Employee with Good Reason ($) |
| |
Termination
by Company without Cause ($) |
| |
Termination
After Change in Control ($) |
| |
Death
($) |
| ||||||||||||
Salary | | | | | 1,311,200 | | | | | | 1,311,200 | | | | | | 1,639,000 | | | | | | 655,600 | | |
Non-Equity Incentive Compensation | | | | | 1,114,520 | | | | | | 1,114,520 | | | | | | 1,393,150 | | | | | | — | | |
Stock Options | | | | | 573,065 | | | | | | 573,065 | | | | | | 604,489 | | | | | | 604,489 | | |
Stock Awards & Dividends | | | | | 2,995,817 | | | | | | 2,995,817 | | | | | | 4,142,749 | | | | | | 4,142,749 | | |
Employee Stock Ownership Plan | | | | | 15,900 | | | | | | 15,900 | | | | | | 19,875 | | | | | | — | | |
401(k) | | | | | 15,900 | | | | | | 15,900 | | | | | | 19,875 | | | | | | — | | |
Supplemental Executive Retirement Plan | | | | | 229,630 | | | | | | 229,630 | | | | | | 296,589 | | | | | | — | | |
Medical, Dental, Vision and Personal Accident Insurances | | | | | 31,831 | | | | | | 31,831 | | | | | | 31,831 | | | | | | — | | |
Long Term Disability Insurance | | | | | 1,710 | | | | | | 1,710 | | | | | | 1,710 | | | | | | — | | |
Basic Life and Accidental Death and Dismemberment Insurance
|
| | | | 1,548 | | | | | | 1,548 | | | | | | 1,548 | | | | | | 500,000 | | |
Total | | | | | 6,291,121 | | | | | | 6,291,121 | | | | | | 8,150,816 | | | | | | 5,902,838 | | |
|
| | |
Termination
by Employee with Good Reason ($) |
| |
Termination
by Company without Cause ($) |
| |
Termination
After Change in Control ($) |
| |
Death
($) |
| ||||||||||||
Salary | | | | | 1,180,600 | | | | | | 1,180,600 | | | | | | 1,770,900 | | | | | | 590,300 | | |
Non-Equity Incentive Compensation | | | | | 885,450 | | | | | | 885,450 | | | | | | 1,328,175 | | | | | | — | | |
Stock Options | | | | | 463,426 | | | | | | 463,426 | | | | | | 489,270 | | | | | | 489,270 | | |
Stock Awards & Dividends | | | | | 2,425,150 | | | | | | 2,425,150 | | | | | | 3,369,669 | | | | | | 3,369,669 | | |
Employee Stock Ownership Plan | | | | | 15,900 | | | | | | 15,900 | | | | | | 23,850 | | | | | | — | | |
401(k) | | | | | 15,900 | | | | | | 15,900 | | | | | | 23,850 | | | | | | — | | |
Supplemental Executive Retirement Plan | | | | | 183,667 | | | | | | 183,667 | | | | | | 288,331 | | | | | | — | | |
Medical, Dental, Vision and Personal Accident Insurances | | | | | 31,831 | | | | | | 31,831 | | | | | | 31,831 | | | | | | — | | |
Long Term Disability Insurance | | | | | 1,710 | | | | | | 1,710 | | | | | | 1,710 | | | | | | — | | |
Basic Life and Accidental Death and Dismemberment Insurance
|
| | | | 1,548 | | | | | | 1,548 | | | | | | 1,548 | | | | | | 500,000 | | |
Total | | | | | 5,205,182 | | | | | | 5,205,182 | | | | | | 7,329,134 | | | | | | 4,949,239 | | |
|
| | |
Termination
by Employee with Good Reason ($) |
| |
Termination
by Company without Cause ($) |
| |
Termination
After Change in Control ($) |
| |
Death
($) |
| ||||||||||||
Salary | | | | | 1,300,069 | | | | | | 1,300,069 | | | | | | 1,625,087 | | | | | | 650,035 | | |
Non-Equity Incentive Compensation | | | | | 975,052 | | | | | | 975,052 | | | | | | 1,218,815 | | | | | | — | | |
Stock Options | | | | | 307,835 | | | | | | 307,835 | | | | | | 307,835 | | | | | | 307,835 | | |
Stock Awards & Dividends | | | | | 2,461,376 | | | | | | 2,461,376 | | | | | | 2,701,360 | | | | | | 2,701,360 | | |
Deferred Compensation Plan Allowance | | | | | 48,512 | | | | | | 48,512 | | | | | | 60,640 | | | | | | — | | |
Supplemental Executive Retirement Plan | | | | | 132,374 | | | | | | 132,374 | | | | | | 221,634 | | | | | | — | | |
Healthcare Allowance | | | | | 26,461 | | | | | | 26,461 | | | | | | 26,461 | | | | | | — | | |
Education Allowance | | | | | 138,678 | | | | | | 138,678 | | | | | | 138,678 | | | | | | — | | |
Tax Advice Estimate | | | | | 15,751 | | | | | | 15,751 | | | | | | 15,751 | | | | | | — | | |
Tax Gross-up Estimate | | | | | 236,394 | | | | | | 236,394 | | | | | | 236,394 | | | | | | — | | |
Total | | | | | 5,642,502 | | | | | | 5,642,502 | | | | | | 6,552,655 | | | | | | 3,659,230 | | |
|
| | |
Termination
by Employee with Good Reason ($) |
| |
Termination
by Company without Cause ($) |
| |
Termination
After Change in Control ($) |
| |
Death
($) |
| ||||||||||||
Salary | | | | | 754,400 | | | | | | 754,400 | | | | | | 943,000 | | | | | | 377,200 | | |
Non-Equity Incentive Compensation | | | | | 452,640 | | | | | | 452,640 | | | | | | 565,800 | | | | | | — | | |
Stock Options | | | | | 134,318 | | | | | | 134,318 | | | | | | 141,660 | | | | | | 141,660 | | |
Stock Awards & Dividends | | | | | 731,486 | | | | | | 731,486 | | | | | | 1,069,345 | | | | | | 1,069,345 | | |
Employee Stock Ownership Plan | | | | | 15,900 | | | | | | 15,900 | | | | | | 19,875 | | | | | | — | | |
401(k) | | | | | 15,900 | | | | | | 15,900 | | | | | | 19,875 | | | | | | — | | |
Supplemental Executive Retirement Plan | | | | | 102,641 | | | | | | 102,641 | | | | | | 131,981 | | | | | | — | | |
Medical, Dental, Vision and Personal Accident Insurances | | | | | 24,549 | | | | | | 24,549 | | | | | | 24,549 | | | | | | — | | |
Long Term Disability Insurance | | | | | 1,710 | | | | | | 1,710 | | | | | | 1,710 | | | | | | — | | |
Basic Life and Accidental Death and Dismemberment Insurance
|
| | | | 1,548 | | | | | | 1,548 | | | | | | 1,548 | | | | | | 500,000 | | |
Total | | | | | 2,235,092 | | | | | | 2,235,092 | | | | | | 2,919,343 | | | | | | 2,088,205 | | |
|
| | |
Termination
by Employee with Good Reason ($) |
| |
Termination
by Company without Cause ($) |
| |
Termination
After Change in Control ($) |
| |
Death
($) |
| ||||||||||||
Salary | | | | | 870,000 | | | | | | 870,000 | | | | | | 1,087,500 | | | | | | 435,000 | | |
Non-Equity Incentive Compensation | | | | | 522,000 | | | | | | 522,000 | | | | | | 652,500 | | | | | | — | | |
Stock Options | | | | | 14,283 | | | | | | 14,283 | | | | | | 128,350 | | | | | | 128,350 | | |
Stock Awards & Dividends | | | | | 1,305,010 | | | | | | 1,305,010 | | | | | | 1,502,433 | | | | | | 1,502,433 | | |
401(k) | | | | | 15,900 | | | | | | 15,900 | | | | | | 19,875 | | | | | | — | | |
Supplemental Executive Retirement Plan | | | | | 139,141 | | | | | | 139,141 | | | | | | 178,147 | | | | | | — | | |
Medical, Dental, Vision and Personal Accident Insurances | | | | | 53,604 | | | | | | 53,604 | | | | | | 53,604 | | | | | | — | | |
Long Term Disability Insurance | | | | | 624 | | | | | | 624 | | | | | | 624 | | | | | | — | | |
Basic Life and Accidental Death and Dismemberment Insurance
|
| | | | 1,373 | | | | | | 1,373 | | | | | | 1,373 | | | | | | 400,000 | | |
Total | | | | | 2,921,935 | | | | | | 2,921,935 | | | | | | 3,624,406 | | | | | | 2,465,783 | | |
|
Element
|
| |
Compensation(2)
|
| |
Comment
|
| |||
Equity component(1) | | | | $ | 150,000 | | | | 50 – 50 split between stock options and restricted stock units | |
Annual Cash Retainer | | | | $ | 70,000 | | | | | |
Audit Committee Chair Fee | | | | $ | 22,500 | | | | | |
HR Committee Chair Fee | | | | $ | 20,000 | | | | | |
Governance Committee Chair Fee | | | | $ | 15,000 | | | | | |
Lead Director Fee | | | | $ | 20,000 | | | | | |
Audit Committee Member Retainer | | | | $ | 7,500 | | | | | |
Human Resources Committee Member Retainer
|
| | | $ | 5,000 | | | | | |
Governance Committee Member Retainer | | | | $ | 5,000 | | | | | |
Executive Committee Meeting Fee | | | | $ | 1,000 | | | | No retainer | |
Name(1)
|
| |
Fees Earned
or Paid in Cash(2) ($) |
| |
Stock
Awards(3) ($) |
| |
Option
Awards(4) ($) |
| |
Total
($) |
| ||||||||||||
Dr. Michael C. Alfano | | | | | 85,000 | | | | | | 75,000 | | | | | | 75,000 | | | | | | 235,000 | | |
David K. Beecken | | | | | 82,500 | | | | | | 75,000 | | | | | | 75,000 | | | | | | 232,500 | | |
Eric K. Brandt | | | | | 82,500 | | | | | | 75,000 | | | | | | 75,000 | | | | | | 232,500 | | |
Michael J. Coleman | | | | | 75,000 | | | | | | 75,000 | | | | | | 75,000 | | | | | | 225,000 | | |
Willie A. Deese | | | | | 75,000 | | | | | | 75,000 | | | | | | 75,000 | | | | | | 225,000 | | |
Thomas Jetter | | | | | 95,000 | | | | | | 75,000 | | | | | | 75,000 | | | | | | 245,000 | | |
Arthur D. Kowaloff | | | | | 90,000 | | | | | | 75,000 | | | | | | 75,000 | | | | | | 240,000 | | |
Harry M. Jansen Kraemer, Jr. | | | | | 75,000 | | | | | | 75,000 | | | | | | 75,000 | | | | | | 225,000 | | |
Francis J. Lunger | | | | | 92,500 | | | | | | 75,000 | | | | | | 75,000 | | | | | | 242,500 | | |
| | |
Shares Owned Beneficially(1)
|
| |||||||||
| | |
Number
|
| |
Percent
|
| ||||||
The Vanguard Group, Inc.
100 Vanguard Blvd. Malvern, PA 19355 |
| | | | 21,580,533(2) | | | | | | 9.38% | | |
T. Rowe Price Associates, Inc.
100 E. Pratt Street Baltimore, MD 21202 |
| | | | 13,672,693(3) | | | | | | 5.94% | | |
Select Equity Group, L.P.
380 Lafayette Street, 6th Floor New York, NY 10003 |
| | | | 11,550,584(4) | | | | | | 5.02% | | |
Bret W. Wise | | | | | 1,481,217(5) | | | | | | * | | |
Jeffrey T. Slovin | | | | | 1,035,613(6) | | | | | | * | | |
Ulrich Michel | | | | | 161,353(7) | | | | | | * | | |
Christopher T. Clark | | | | | 576,215(8) | | | | | | * | | |
Jonathan I. Friedman | | | | | 140,107(9) | | | | | | * | | |
Maureen J. MacInnis | | | | | 90,416(10) | | | | | | * | | |
James G. Mosch | | | | | 398,770(11) | | | | | | * | | |
Dr. Michael C. Alfano | | | | | 64,474(12) | | | | | | * | | |
David K. Beecken | | | | | 42,969(13) | | | | | | * | | |
Eric K. Brandt | | | | | 82,665(14) | | | | | | * | | |
Michael J. Coleman | | | | | 114,206(15) | | | | | | * | | |
Willie A. Deese | | | | | 50,729(16) | | | | | | * | | |
Dr. Thomas Jetter | | | | | 30,202(17) | | | | | | * | | |
Arthur D. Kowaloff | | | | | 44,564(18) | | | | | | * | | |
Harry M. Jansen Kraemer, Jr. | | | | | 146,915(19) | | | | | | * | | |
Francis J. Lunger | | | | | 72,821(20) | | | | | | * | | |
All directors and executive officers as a group (17 persons) | | | | | 4,577,406 | | | | | | 1.99% | | |
| | |
Year Ended December 31,
|
| | | |||||||||||||||||||
(in millions, except percentage amounts)
|
| |
2015
|
| |
2014
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||
Net sales | | | | $ | 2,674.3 | | | | | $ | 2,922.6 | | | | | $ | (248.3) | | | | | | (8.50)% | | |
Less: Precious metal content of sales | | | | | 92.8 | | | | | | 129.9 | | | | | | (37.1) | | | | | | (28.6)% | | |
Net sales, excluding precious metal content
|
| | | $ | 2,581.5 | | | | | $ | 2,792.7 | | | | | $ | (211.2) | | | | | | (7.6)% | | |
|
| | |
Year Ended December 31,
|
| | | |||||||||||||||||||
(in millions, except percentage amounts)
|
| |
2016
|
| |
2015
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||
Net sales | | | | $ | 3,745.3 | | | | | $ | 2,674.3 | | | | | $ | 1,071.0 | | | | | | 40.0% | | |
Less: Precious metal content of sales | | | | | 64.3 | | | | | | 92.8 | | | | | | (28.5) | | | | | | (30.7)% | | |
Net sales, excluding precious metal content
|
| | | $ | 3,681.0 | | | | | $ | 2,581.5 | | | | | $ | 1,099.5 | | | | | | 42.6% | | |
|
| | |
Year Ended December 31, 2016
|
| |||||||||
(in millions, except per share amounts)
|
| |
Net Income
|
| |
Per Diluted
Common Share |
| ||||||
Net income attributable to DENTSPLY SIRONA | | | | $ | 429.9 | | | | | $ | 1.94 | | |
Pre-tax non-GAAP adjustments:
|
| | | ||||||||||
Business combination related costs and fair value adjustments
|
| | | | 162.2 | | | | | | | | |
Amortization of purchased intangible assets
|
| | | | 155.3 | | | | | | | | |
Restructuring program related costs and other costs
|
| | | | 17.0 | | | | | | | | |
Credit risk and fair value adjustments
|
| | | | 5.8 | | | | | | | | |
Tax impact of the pre-tax non-GAAP adjustments(a) | | | | | (79.6) | | | | | | | | |
Subtotal non-GAAP adjustments
|
| | | | 260.7 | | | | | | 1.17 | | |
Income tax related adjustments
|
| | | | (73.5) | | | | | | (0.33) | | |
Adjusted non-GAAP net income | | | | $ | 617.1 | | | | | $ | 2.78 | | |
|
| | |
Year Ended December 31, 2015
|
| |||||||||
(in millions, except per share amounts)
|
| |
Net Income
|
| |
Per Diluted
Common Share |
| ||||||
Net income attributable to DENTSPLY SIRONA | | | | $ | 251.2 | | | | | $ | 1.76 | | |
Pre-tax non-GAAP adjustments:
|
| | | ||||||||||
Restructuring program related costs and other costs
|
| | | | 92.9 | | | | | | | | |
Amortization of purchased intangible assets
|
| | | | 43.7 | | | | | | | | |
Business combination related costs and fair value adjustments
|
| | | | 13.3 | | | | | | | | |
Credit risk and fair value adjustments
|
| | | | 8.3 | | | | | | | | |
Certain fair value adjustments related to an unconsolidated affiliated company
|
| | | | (2.8) | | | | | | | | |
Tax impact of the pre-tax non-GAAP adjustments(a) | | | | | (39.8) | | | | | | | | |
Subtotal non-GAAP adjustments
|
| | | | 115.6 | | | | | | 0.82 | | |
Income tax related adjustments
|
| | | | 6.3 | | | | | | 0.04 | | |
Adjusted non-GAAP net income | | | | $ | 373.1 | | | | | $ | 2.62 | | |
|
| | |
Year Ended December 31, 2014
|
| |||||||||
(in millions, except per share amounts)
|
| |
Net Income
|
| |
Per Diluted
Common Share |
| ||||||
Net income attributable to DENTSPLY SIRONA | | | | $ | 322.9 | | | | | $ | 2.24 | | |
Pre-tax non-GAAP adjustments:
|
| | | ||||||||||
Amortization of purchased intangible assets
|
| | | | 47.9 | | | | | | | | |
Restructuring program related costs and other costs
|
| | | | 12.5 | | | | | | | | |
Business combination related costs and fair value adjustments
|
| | | | 3.5 | | | | | | | | |
Credit risk and fair value adjustments
|
| | | | (0.7) | | | | | | | | |
Certain fair value adjustments related to an unconsolidated affiliated company
|
| | | | (1.2) | | | | | | | | |
Tax impact of the pre-tax non-GAAP adjustments(a) | | | | | (19.6) | | | | | | | | |
Subtotal non-GAAP adjustments
|
| | | | 42.4 | | | | | | 0.29 | | |
Income tax related adjustments
|
| | | | (4.3) | | | | | | (0.03) | | |
Adjusted non-GAAP net income | | | | $ | 361.0 | | | | | $ | 2.50 | | |
|
| | |
Year Ended December 31, 2016
|
| |||||||||
(in millions, except per share amounts)
|
| |
Net Income
|
| |
Per Diluted
Common Share |
| ||||||
Adjusted non-GAAP net income | | | | $ | 617.1 | | | | | $ | 2.78 | | |
Less income from acquired businesses, net of financing costs, and favorable impact from movement in exchange rates compared to budget
|
| | | | | | | | | | (0.04) | | |
Non-GAAP EPS – AIP Measurement | | | | | | | | | | $ | 2.74 | | |
|
| | |
Year Ended December 31, 2016
|
| |||||||||
(in millions, except per share amounts)
|
| |
Net Income
|
| |
Per Diluted
Common Share |
| ||||||
Adjusted non-GAAP net income | | | | $ | 617.1 | | | | | $ | 2.78 | | |
Plus unfavorable impact from movement in exchange rates compared to prior year
|
| | | | | | | | | | 0.08 | | |
Non-GAAP EPS – PRSU Measurement | | | | | | | | | | $ | 2.86 | | |
Prior year non-GAAP EPS | | | | | | | | | | $ | 2.62 | | |
Non-GAAP Growth – PRSU Measurement | | | | | | | | | | | 9.1% | | |
|
| | |
Year Ended December 31,
|
| | ||||||||||||||
(in millions, except percentages)
|
| |
2016
|
| |
2015
|
| |
Variance %
|
| |||||||||
Net sales
|
| | | $ | 3,745.3 | | | | | $ | 2,674.3 | | | | | | 40.0% | | |
Less: precious metal content of sales | | | | | 64.3 | | | | | | 92.8 | | | | | | (30.7%) | | |
Net sales, excluding precious metal content | | | | | 3,681.0 | | | | | | 2,581.5 | | | | | | 42.6% | | |
Sirona net sales(a) | | | | | 160.7 | | | | | | 1,172.5 | | | | | | NM | | |
Merger related adjustments(b) | | | | | 13.5 | | | | | | — | | | | | | NM | | |
Elimination of intercompany net sales | | | | | (0.5) | | | | | | (2.3) | | | | | | NM | | |
Non-GAAP combined business, net sales,
excluding precious metal content |
| | | $ | 3,854.7 | | | | | $ | 3,751.7 | | | | | | 2.7% | | |
Foreign exchange impact | | | | | | | | | | | | | | | | | (0.9%) | | |
Constant currency growth | | | | | | | | | | | | | | | | | 3.6% | | |
Net acquisitions | | | | | | | | | | | | | | | | | 1.7% | | |
Discontinued products | | | | | | | | | | | | | | | | | (0.5%) | | |
Internal sales growth | | | | | | | | | | | | | | | | | 2.4% | | |