Betsy D. Holden
DENTSPLY SIRONAAbout Betsy D. Holden
Independent director since 2018 (age 69). Chair of the Corporate Governance & Nominating Committee and member of the Compensation & Human Capital Committee. Former Co‑CEO of Kraft Foods (2001–2003) and CEO of Kraft Foods North America (2000–2003); Senior Advisor to McKinsey & Company (2007–2020), with a track record in large‑scale M&A and brand/innovation leadership (led the Nabisco acquisition/integration and subsequent IPO) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kraft Foods | Co‑Chief Executive Officer | 2001–2003 | Led Nabisco acquisition/integration; IPO execution; drove marketing/innovation excellence |
| Kraft Foods North America | Chief Executive Officer | 2000–2003 | Oversaw operations, IT, procurement, R&D, marketing services; multiple BU leadership roles |
| McKinsey & Company | Senior Advisor | 2007–2020 | Strategy, marketing, board effectiveness across consumer, pharma, med‑products, financials |
External Roles
| Organization | Role | Committees/Notes |
|---|---|---|
| The Western Union Company | Director | Chair, Corporate Governance, ESG & Public Policy; Member, Compensation & Benefits |
| NNN REIT, Inc. | Director | Chair, Compensation Committee; Member, Audit Committee |
| Kenvue Inc. | Director | Chair, Compensation & Human Capital Committee |
| Paine Schwartz Partners | Food Chain Advisory Board; portfolio boards | Private equity advisor (sustainable ag/food) |
| Northwestern Univ. Kellogg | Global Advisory Board | Governance/education advisory role |
| Duke University | Trustee Emeritus | Trustee (2011–2023); Executive Committee (2015–2023) |
Board Governance
- Independence and leadership: All directors except the CEO are independent; Board led by an independent Non‑Executive Chair. Holden is independent and chairs Corporate Governance; she also serves on the Compensation & Human Capital Committee .
- Attendance and engagement: Board held 5 regular and 2 special meetings in 2024; each incumbent director attended at least 75% of their Board/committee meetings. All directors attended the last annual meeting .
- Committee workload and 2024 meeting cadence:
- Corporate Governance & Nominating (Holden, Chair): 4 regular, 0 special
- Compensation & Human Capital (member): 5 regular, 0 special
- Key governance practices supporting investor confidence: majority voting with contingent resignations; 3%/3‑year proxy access; no poison pill; no hedging or pledging; director stock ownership guidelines; Dodd‑Frank clawback plus additional discretionary recoupment policy .
Fixed Compensation (Director Pay – 2024)
| Component | Amount/Detail | Source |
|---|---|---|
| Annual cash retainer | $100,000 | |
| Committee chair fee (Governance) | $15,000 | |
| Total cash (Holden) | $115,000 | |
| Annual director RSU grant | $220,000 grant date fair value | |
| Units granted (5/23/2024) | 7,994 RSUs at $27.52 | |
| Vesting terms | Earliest of next annual meeting, 1 year from grant, or mandatory retirement age; dividend equivalents; settlement can be deferred |
Performance Compensation (Context for her Comp Committee oversight)
| AIP 2024 Metric | Threshold | Target | Max | Result | Funding |
|---|---|---|---|---|---|
| Organic Net Sales | $3,607mm (95%) | $3,797mm (100%) | $3,987mm (105%) | $3,696mm (97.4%) | 73.4% |
| Adjusted EBITDA Margin | 17.6% (89%) | 19.7% (100%) | 22.0% (112%) | 18.5% (93.9%) | 71.5% |
| Weighted baseline payout | 72.5% | ||||
| Strategic modifiers (DS Core, U.S. Implant, U.S. DSO, foundational initiatives, IOS) | Net 0% | 72.5% | |||
| Committee discretion (Management Committee incl. NEOs) | Reduced to 59.6% |
| PRSU Framework | Weight | Notes |
|---|---|---|
| Adjusted EPS (3‑yr cumulative, 2024–2026) | 40% | Cumulative targets (confidential during performance period) |
| Organic Sales Growth (3‑yr cumulative) | 40% | Cumulative targets (confidential during performance period) |
| Relative TSR vs S&P 400/500 HC Equip & Supplies (Jan’24–Dec’26) | 20% | Payout: 50% at 25th pct, 100% at 50th, 200% at 75th |
Signal: The committee (which includes Holden) applied negative discretion, lowering AIP funding from 72.5% to 59.6% for management—a shareholder‑friendly posture amid below‑target results .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Notes |
|---|---|---|
| Western Union | Director; Gov/ESG Chair; Comp member | No overlapping executives with XRAY; different industry (payments) |
| NNN REIT | Director; Comp Chair; Audit member | Real estate net‑lease; no disclosed related‑party transactions with XRAY |
| Kenvue | Director; Comp & Human Capital Chair | Consumer health; no disclosed XRAY related transactions |
- Compensation Committee interlocks: None disclosed among XRAY’s Comp Committee members (including Holden); no officer/director cross‑service requiring Item 404 disclosure .
- Related‑party transactions: None noted for 2024 .
Expertise & Qualifications
- Large company CEO experience; deep marketing/sales and M&A integration leadership; board effectiveness advisory experience across med‑products and consumer sectors .
- Governance leadership: Chairs Corporate Governance & Nominating; oversees ESG coordination and board evaluation processes .
Equity Ownership
| Ownership Component (as of 3/24/2025 unless noted) | Amount |
|---|---|
| Total beneficially owned | 48,796 shares (less than 1%) |
| Direct holdings | 2,720 shares |
| Options exercisable within 60 days | 10,300 shares |
| RSUs vesting within 60 days | 8,161 shares |
| Deferred/retirement‑settled RSUs (vest upon Board service end) | 27,615 shares |
| Shares outstanding (for % calc) | 192,293,384 |
| Approx. ownership % of outstanding | ~0.03% (derived from above) |
- Director stock ownership guideline: 5x annual retainer; all directors compliant or within 5‑year grace period as of YE2024. Holden also had unvested/deferred RSUs supporting alignment .
- Hedging/pledging: Prohibited for directors; enhances alignment (no pledging risk) .
Governance Assessment
-
Strengths
- Independence and governance leadership: Chairing Governance with a clear remit over board composition, independence/conflicts, and ESG coordination .
- Pay discipline: As a Comp Committee member, supported negative discretion in 2024 AIP payouts to 59.6% despite a 72.5% baseline—evidence of alignment with shareholders when performance is below target .
- Robust policies: No hedging/pledging, majority voting with contingent resignations, proxy access, and clawback/recoupment policies in place .
- Attendance: Met 75%+ attendance standard; Board‑wide engagement confirmed .
- Shareholder support: 96.7% Say‑on‑Pay approval in 2024; broad investor engagement (contact with 93% of actively managed holders) .
-
Watchpoints
- Board load: Serves on three additional public company boards (two committee chair roles). While no policy breach is disclosed, workloads should be monitored relative to evolving “overboarding” norms and XRAY’s policy on external board service .
- Performance linkage: 2024 results missed internal targets (AIP under 100%), and legacy PRSU cycles have produced low payouts in recent years—committee rigor is high but underscores execution risk the board must continue to oversee .
-
Red Flags
- None disclosed for related‑party transactions, hedging/pledging, tax gross‑ups, or compensation interlocks in 2024 .
-
Implications for investors
- Governance stance and compensation rigor under Holden’s committee roles are supportive of investor confidence, particularly the application of negative discretion and strong policy framework. Continued oversight on strategic execution and director workload remains prudent .
Directors’ pay in 2024 for Holden totaled $335,000, with a standardized $220,000 equity grant (7,994 RSUs) and cash of $115,000 (retainer plus governance chair fee), aligning with XRAY’s mix of cash and equity for non‑employee directors **[818479_0001140361-25-013040_ny20039969x1_def14a.htm:34]** **[818479_0001140361-25-013040_ny20039969x1_def14a.htm:33]**.
Citations:
- Director biography, roles, other boards:
- Board independence, attendance, and meetings:
- Governance policies (no hedging/pledging, proxy access, majority voting):
- Clawback/recoupment policies:
- Director compensation structure and Holden’s 2024 pay/RSU grant:
- Beneficial ownership and components:
- Related‑party transactions and interlocks:
- AIP metrics/results and negative discretion:
- PRSU metric design:
- Say‑on‑Pay and investor engagement: