Brian T. Gladden

About Brian T. Gladden

Brian T. Gladden, age 60, has served as an independent director of DENTSPLY SIRONA (XRAY) since 2024 and is a member of the Audit and Finance Committee. He is currently Chief Administrative and Chief Financial Officer of privately held Zelis Healthcare; prior roles include Operating Partner at Bain Capital and CFO positions at Mondelēz International and Dell Technologies, along with senior finance/general management roles at GE, including President & CEO of GE Plastics. He holds a B.S. in Business Administration and Finance from Millersville University . The Board has determined he is independent under Nasdaq standards .

Past Roles

Organization	Role	Tenure	Committees/Impact
Zelis Healthcare Inc. (private)	Chief Administrative & Chief Financial Officer	Not disclosed	Leads finance, M&A, IT, security, facilities, corporate strategy
Bain Capital (North American PE)	Operating Partner	Not disclosed	Value creation across portfolio
Mondelēz International	Chief Financial Officer	Not disclosed	Global finance leadership
Dell Technologies	Chief Financial Officer	Not disclosed	Global finance leadership
General Electric (GE Plastics; GE Healthcare)	President & CEO, GE Plastics; divisional CFO roles	Not disclosed	P&L leadership, capital allocation

External Roles

Organization	Role	Tenure
Myasthenia Gravis Foundation of America	Chair	Not disclosed
Millersville University (Lombardo College of Business)	Advisory Council Member	Not disclosed
University of Texas – Austin (McCombs School of Business)	Advisory Council Member	Not disclosed

Board Governance

Committee assignments: Audit and Finance Committee member; designated by the Board as an “Audit Committee Financial Expert” .
Independence: Board determined all directors other than the CEO are independent; applies to Gladden .
Attendance and engagement: Board held 5 regular and 2 special meetings in 2024; Audit & Finance held 7 regular and 2 special meetings; each incumbent director attended at least 75% of Board and applicable committee meetings. Executive sessions without management are held at each regular Board and Committee meeting .
Leadership structure: Independent Non-Executive Chairman; no Lead Independent Director required while chair is independent .
Policies: No hedging or pledging; director stock ownership guidelines and annual governance assessments in place .
Election signal: At the May 21, 2025 annual meeting, Gladden received 174,989,736 votes “For,” 922,044 “Against,” 851,426 “Abstain” (broker non-votes 11,338,487), indicating strong investor support .

Fixed Compensation

Component	Amount	Notes
Annual cash retainer	$100,000	Non-employee director retainer; paid quarterly
Committee chair fees	$0	Not a chair; chair fees apply only if chair (Audit $25k; Comp $20k; Gov $15k; S&T $15k)
Non-Executive Chair fees	$0	Applies to Chair only (additional $75k cash and $100k RSUs)
Meeting fees	$0	Not disclosed; program structured as retainers + equity

2024 Director Compensation (Gladden):

Fees earned: $100,000; Stock awards: $220,000; Total: $320,000 .

Performance Compensation

Equity Type	Grant Date	Shares/Units	Grant-Date Value	Vesting	Dividend Equivalents
RSUs (annual)	May 23, 2024	7,994	$220,000 (at $27.52 per share)	Earliest of next annual meeting, one year from grant, or mandatory retirement age	Eligible on RSUs; paid upon vesting
Performance metrics	N/A	N/A	N/A	Director RSUs are time-based; no performance metrics for non-employee directors	N/A

As of Dec 31, 2024, Gladden held 0 vested options, 0 unvested options, and 14,131 unvested RSUs (reflecting accumulated director equity) .

Other Directorships & Interlocks

Company	Type	Current Public Board?	Committee Roles
DENTSPLY SIRONA (XRAY)	Dental equipment	Yes	Audit & Finance member; Audit Financial Expert
Other public company boards	—	None	—

Related party / interlocks: Company disclosed no related person transactions for 2024; policies require review/approval of any future related person transactions .

Expertise & Qualifications

Large-company executive experience (CFO roles at Mondelēz, Dell; President & CEO at GE Plastics); capital allocation and business development credentials highlighted in the XRAY proxy “Selected Key Qualifications” .
Audit and financial oversight: Audit Committee Financial Expert designation; deep financial literacy .
Education: B.S. in Business Administration and Finance, Millersville University .

Equity Ownership

Holder	Total Beneficial Shares	Direct Shares	RSUs vesting within 60 days	Options exercisable within 60 days	% of Shares Outstanding
Brian T. Gladden	14,251	6,090	8,161	0	<1% (company table indicates “*”)

Director ownership guidelines: 5x annual board retainer within five years; all directors in compliance or within grace period as of end-2024 .
Hedging/pledging: Prohibited by policy .

Governance Assessment

Board effectiveness: Gladden enhances Audit oversight with “financial expert” designation; strong election support in 2025 signals investor confidence .
Alignment and pay structure: Director compensation mix is equity-heavy (approx. 69% equity, 31% cash for 2024), reinforcing long-term alignment via time-based RSUs and ownership guidelines; clawback frameworks (Dodd-Frank and discretionary recoupment) and the 2024 Plan’s no single-trigger change-in-control vesting strengthen governance .
Conflicts/red flags: None identified—no related-person transactions in 2024; hedging/pledging prohibited; attendance at least 75% for incumbents; independent Chair and routine executive sessions support board independence .
Shareholder feedback: Advisory “Say-on-Pay” passed strongly in both 2024 (96.7%) and 2025 results showed robust support (170,911,500 For; 4,944,479 Against; 907,227 Abstain); while executive-focused, such outcomes reflect broader governance credibility .

Appendix: Committee Activity Snapshot (2024)

Committee	Primary Functions	Meetings (Regular/Special)	Gladden Role
Audit & Finance	External auditor oversight; financial reporting; internal controls; enterprise and cyber risk oversight	7 / 2	Member; Financial Expert