8-K: Dentsply Sirona Appoints Matthew E. Garth as New Chief Financial Officer

Dentsply Sirona Inc. has announced the appointment of Matthew E. Garth, a seasoned financial executive with nearly 30 years of experience, as its new Executive Vice President and Chief Financial Officer, effective May 30, 2025.

Summary

• Dentsply Sirona Inc. (Nasdaq: XRAY) has appointed Matthew E. Garth as its Executive Vice President and Chief Financial Officer, effective May 30, 2025.
• Mr. Garth, age 51, previously served as Executive Vice President, Chief Financial Officer & Chief Administrative Officer of The Scotts Miracle-Gro Company from October 2023 to December 2024, and as EVP & CFO from December 2022 to October 2023.
• His extensive background includes financial leadership roles at Minerals Technologies Inc. (2017-2022) and Alcoa Corporation (15 years).
• Mr. Garth's compensation package includes an annual base salary of $800,000 and eligibility for a target annual bonus of 85% of his base salary, prorated for 2025.
• He will also receive an annual equity award with a target fair value of $2,750,000, comprising $687,500 in stock options, $687,500 in restricted stock units (RSUs), and $1,375,000 in performance restricted stock units (PRSUs).
• The PRSUs are tied to 3-year enterprise targets for earnings per share (40%), net organic sales (40%), and total shareholder return (20%), with a payout range of 0% to 200% of the target amount.
• Mr. Garth will be eligible for various employee benefits, including health and welfare, a 401(k) plan, Supplemental Savings Plan, Supplemental Executive Retirement Plan, and relocation benefits to the Charlotte area.
• He has entered into a Confidentiality and Non-Competition Agreement, which includes a two-year non-compete clause post-employment termination.
• The company confirmed that Mr. Garth has no family relationship with any director or executive officer and no direct or indirect material interest in any related party transactions.

Sentiment

Score: 8

Explanation: The document conveys a highly positive sentiment regarding the new CFO appointment, emphasizing Mr. Garth's extensive experience, track record of results, and the strategic importance of his role in driving future growth and shareholder value. There are no negative or uncertain elements presented beyond standard employment terms.

Positives

• The appointment of Matthew E. Garth brings nearly 30 years of proven financial management expertise, including experience in driving value creation and organizational transformation.
• Mr. Garth's background at large, multinational companies like The Scotts Miracle-Gro Company, Minerals Technologies Inc., and Alcoa Corporation demonstrates a strong track record in financial leadership.
• His expertise in engaging with investors and capital markets is expected to be instrumental in advancing Dentsply Sirona's strategic agenda and unlocking shareholder value.
• The company's CEO, Simon Campion, expressed confidence that Mr. Garth will play a vital role in driving sustainable growth and achieving long-term profitable growth and value creation.

Risks

• Mr. Garth's employment is at-will, meaning either party can terminate the employment at any time, which is standard but represents a general employment risk.
• The performance-based equity awards (PRSUs) are subject to the achievement of 3-year enterprise targets for EPS, Net Organic Sales, and Total Shareholder Return, meaning the actual payout can range from 0% to 200% based on performance.

Future Outlook

The company anticipates that Matthew E. Garth will play an instrumental role in advancing its strategic agenda, driving sustainable growth, and unlocking greater shareholder value. Mr. Garth expressed his commitment to helping advance financial, operational, and strategic goals, and delivering long-term profitable growth and value creation.

Management Comments

• Simon Campion, President and Chief Executive Officer of Dentsply Sirona, stated: "He is a seasoned executive with a strong financial background and track record of delivering results. He brings deep expertise in driving organizational transformation and engaging with investors and capital markets. Matt joins us at a critical time in our transformational journey and as our industry continues to evolve, we are confident that he will play an instrumental role in helping Dentsply Sirona advance our strategic agenda to drive sustainable growth and unlock greater shareholder value."
• Matthew E. Garth commented: "I’m thrilled to join Dentsply Sirona and be part of this exciting journey. I look forward to joining the team to help advance our financial, operational, and strategic goals, execute with focus and discipline, and ultimately deliver long-term profitable growth and value creation."

Industry Context

Dentsply Sirona is the world's largest diversified manufacturer of professional dental products and technologies. The appointment of a new CFO with a strong background in financial management and organizational transformation is a strategic move to navigate the evolving dental industry and reinforce the company's financial leadership amidst its ongoing transformational journey.

Comparison to Industry Standards

• Matthew E. Garth's compensation package, including an $800,000 base salary and a target equity award of $2.75 million, appears competitive for a CFO of a large, publicly traded company like Dentsply Sirona (market cap approximately $8-9 billion as of recent data, though not stated in the document). For example, CFOs at comparable medical device or diversified industrial companies often have base salaries ranging from $700,000 to over $1 million, with total compensation heavily weighted towards equity incentives.
• His prior experience as CFO at The Scotts Miracle-Gro Company (a global leader in consumer lawn and garden products) and Minerals Technologies Inc. (a specialty minerals company) demonstrates a breadth of experience across different industries, which can be valuable for a diversified company like Dentsply Sirona.
• The structure of the equity award, with a mix of stock options, RSUs, and performance-based PRSUs tied to EPS, Net Organic Sales, and TSR, aligns with common industry practices designed to incentivize long-term performance and align executive interests with shareholder value creation.

Management Changes

Corporate Governance

Related Party Transactions

• The document explicitly states that Mr. Garth has no family relationship with any director or executive officer of the Company, or any person nominated or chosen by the Company to become a director or executive officer.
• It also states that he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Stakeholder Impact

• **Shareholders**: The appointment of an experienced CFO is intended to drive sustainable growth and unlock greater shareholder value, potentially leading to increased investor confidence and improved financial performance.
• **Employees**: The new CFO will be responsible for financial planning and analysis, potentially influencing resource allocation and strategic direction, which could impact various departments and employee initiatives.
• **Customers**: While not directly impacted, improved financial management and strategic execution could indirectly lead to better product development, service delivery, and overall company stability, benefiting customers.
• **Management Team**: Mr. Garth will report directly to the President and CEO, Simon Campion, and is expected to work closely with the executive team to achieve long-term success, fostering collaboration and strategic alignment.

Next Steps

• Mr. Garth's first annual equity award is expected to be granted on his effective date, May 30, 2025, if before June 13, 2025, or during the next open window of the grant cycle after his start date.
• Mr. Garth will be contacted by Cartus, Dentsply Sirona's relocation partner, to discuss the specifics of his housing needs in the Charlotte area.
• Mr. Garth will receive instructions regarding background checks and substance abuse testing requirements as part of the pre-employment process.

Key Dates

Recommendation

Keywords

Dentsply Sirona, CFO appointment, Matthew E. Garth, Chief Financial Officer, Executive Vice President, SEC filing, corporate governance, financial management, dental industry, XRAY