Sector: Health Care
DENTSPLY SIRONA INC · Meeting: June 2, 2026
Directors FOR
5
Directors AGAINST
7
Say on Pay
FOR
Auditor
FOR
Election of the twelve director nominees named in this Proxy Statement
Against Analysis
Gladden has served since 2024, meaning his tenure overlaps meaningfully with the underperformance period; XRAY's 3-year total shareholder return trails the disclosed compensation peer group median by 36.9 percentage points, well above the 20-point trigger threshold applicable when a company's absolute 3-year return is negative, and the 5-year record (-38.6pp vs. the same peer median) similarly exceeds the threshold, so the longer-term mitigant does not apply.
Holden has served since 2018, giving her full overlap with the 3- and 5-year underperformance periods; XRAY's stock has fallen roughly 68% over three years while the peer group median fell 31%, a gap of nearly 37 percentage points that far exceeds the policy's 20-point trigger, and the 5-year picture is equally poor, so the longer-term mitigant does not soften the vote.
Hosein joined the board in 2020, giving him substantial overlap with the full underperformance window; the same 36.9-point 3-year gap versus peers and 38.6-point 5-year gap both exceed the 20-point threshold, and no 5-year mitigant is available.
Lucier has served as a director since 2019 and as Non-Executive Chairman since January 2024, giving him full overlap with the severe stock underperformance period; the 3-year peer gap of 36.9 points and 5-year peer gap of 38.6 points both exceed the 20-point threshold with no mitigant, and separately, as CEO of Corza Health he holds two outside public company board seats (Maravai LifeSciences and Avantor), which triggers the policy's overboarding rule for sitting CEOs.
Mazelsky joined the board in 2023, meaning his tenure covers the majority of the 3-year measurement window; the 36.9-point peer gap triggers the policy threshold, the 5-year record provides no rescue, and his tenure is sufficient to warrant accountability.
Varon has served since 2018 and chairs the Audit and Finance Committee, giving her full responsibility overlap with the underperformance period; the 36.9-point 3-year peer gap and 38.6-point 5-year peer gap both comfortably exceed the 20-point threshold, and there is no longer-term mitigant available.
Vergis has served since 2019, giving her full overlap with both the 3- and 5-year underperformance windows; the peer group gap of 36.9 points over three years and 38.6 points over five years both exceed the 20-point trigger threshold, and no mitigant applies.
For Analysis
Joined the board in February 2025, which is within the 24-month new-director exemption window, so he is not subject to the TSR underperformance trigger; no other policy concerns identified.
Joined the board in February 2026, well within the 24-month new-director exemption, so the TSR trigger does not apply; no other policy concerns identified.
Joined the board in February 2026, well within the 24-month new-director exemption, so the TSR trigger does not apply; no other policy concerns identified.
Joined the board in February 2025 and became CEO in August 2025, both within the 24-month new-director exemption window; as a director he is exempt from the TSR trigger, and no other policy concerns are identified.
Joined the board in January 2026, well within the 24-month new-director exemption window; the TSR trigger does not apply, and no other policy concerns are identified.
Of the 12 nominees, 5 are exempt from the TSR trigger because they joined within the past 24 months (Barber, Forbes, McKeon, Scavilla, Zurbay) and receive FOR votes. The remaining 7 longer-tenured directors (Gladden, Holden, Hosein, Lucier, Mazelsky, Varon, Vergis) all trigger the underperformance policy: XRAY's 3-year total shareholder return trails the company-disclosed peer group median by 36.9 percentage points — well above the 20-point threshold applicable when absolute returns are negative — and the 5-year record of -38.6pp versus peers provides no mitigant. Lucier additionally triggers the sitting-CEO overboarding rule. All seven receive AGAINST votes.
CEO
Daniel T. Scavilla
Total Comp
$8,760,139
Prior Support
97.2%%
The prior year's say-on-pay vote received overwhelming support of 97.2%, well above the 70% threshold that would require visible changes; the CEO's reported total compensation of approximately $8.76 million reflects a mid-year appointment in August 2025 on a pro-rated basis, and the company targets the 50th percentile of its peer group for total direct compensation, which is consistent with a market-rate program. The pay structure is heavily weighted toward variable compensation — the proxy states 89.9% of the CEO's target pay is 'at risk' through annual incentives and equity awards — and the equity program uses multi-year performance-based restricted stock awards tied to adjusted EPS, organic sales growth, and relative total shareholder return, satisfying the policy's preference for long-term, measurable performance conditions; while XRAY's stock performance has been poor, the annual incentive plan funded at only 66% of target (with the CEO receiving 75% of his pro-rated target) and prior equity performance awards have paid out below target, indicating the incentive structure is working as intended by reducing pay when performance falls short.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The filing names Deloitte & Touche LLP as the auditor, a Big 4 firm appropriate for a company of XRAY's size; auditor tenure and specific fee dollar amounts are not disclosed in the provided proxy text, so neither the tenure trigger nor the non-audit fee ratio trigger can fire — per policy, absent confirmed fee data the default is FOR, and the absence of tenure disclosure is noted as a minor negative but does not change the vote.
The 2026 XRAY ballot presents significant governance concerns: seven of the twelve director nominees receive AGAINST votes due to sustained and severe stock underperformance versus the company's own disclosed peer group (a 3-year gap of nearly 37 percentage points with no 5-year mitigant), with the Non-Executive Chairman additionally flagged for overboarding as a sitting CEO. The say-on-pay vote receives a FOR determination as CEO pay is structured with nearly 90% at risk, the incentive plan paid out below target reflecting weak business results, and prior shareholder support was near-unanimous at 97%.
19 companies disclosed in 2026 proxy filing
