Clyde R. Hosein
Director at XRAY
Board
About Clyde R. Hosein
Independent director of Dentsply Sirona (XRAY) since 2020; age 65. Former multi-time public-company CFO (RingCentral, Marvell Technology Group, Integrated Device Technology) with earlier finance/engineering roles at IBM; recent CFO roles include AliveCor (2021–2023) and Automation Anywhere (2017–2021). Current board committee assignments: Audit and Finance; Science and Technology; designated by the Board as an “Audit Committee Financial Expert.” Also serves on the board of Credo Technology Group; previously served on the board of Wolfspeed (formerly Cree).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AliveCor, Inc. | Chief Financial Officer | Mar 2021 – Apr 2023 | Medical device/AI finance leadership |
| Automation Anywhere, Inc. | Chief Financial Officer | Dec 2017 – Mar 2021 | Enterprise software (RPA) finance leadership |
| RingCentral, Inc. | EVP & Chief Financial Officer | Aug 2013 – May 2017 | Public SaaS; capital markets and scaling |
| Marvell Technology Group Ltd. | Chief Financial Officer; Interim COO & Secretary | Jun 2008 – Oct 2012; Interim COO Oct 2008 – Mar 2010 | Public semiconductor; operations/finance oversight |
| Integrated Device Technology, Inc. | VP & Chief Financial Officer | 2003 – 2008 | Mixed-signal semiconductor finance |
| Advanced Interconnect Technologies | SVP, Finance & Administration; CFO | 2001 – 2003 | Semiconductor assembly/test finance |
| Candescent Technologies | Chief Financial Officer | Not specified | Flat panel display startup finance |
| IBM Corporation | Finance and engineering roles | 14 years (early career) | Large-scale IT/engineering experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Credo Technology Group | Director | Since Apr 2024 | Public company board experience in semiconductors |
| Wolfspeed, Inc. (formerly Cree, Inc.) | Director (prior) | Not specified | Prior public company board service |
Board Governance
- Committee assignments: Audit and Finance; Science and Technology; not a chair. Audit and Finance held 7 regular and 2 special meetings in 2024; Science and Technology held 4 regular meetings. He is designated an “Audit Committee Financial Expert,” reinforcing oversight depth in accounting, controls, and cyber/data risk (explicitly within Audit & Finance remit).
- Independence and attendance: Board met 5 regular and 2 special meetings in 2024; each incumbent director attended at least 75% of Board and committee meetings; all directors in office attended the last Annual Meeting. Hosein is listed as Independent.
- Board leadership: Chairman is independent; no Lead Independent Director designated (not needed under current structure).
Fixed Compensation
| Component | 2024 Amount/Terms | Detail |
|---|---|---|
| Annual cash retainer (director) | $100,000 | Paid quarterly in advance |
| Additional chair retainers | Not applicable | Audit Chair $25k; Comp Chair $20k; Gov Chair $15k; S&T Chair $15k (Hosein is not a chair) |
| Equity – annual RSU grant (non-employee directors) | $220,000 | Number of RSUs = $220,000 ÷ closing price on grant date; vests at earliest of next Annual Meeting, 1 year, or mandatory retirement age; dividend equivalents accrue |
| 2024 Director compensation (Hosein) | Cash: $100,000; Stock Awards: $220,000; Total: $320,000 | Director compensation table |
| 2024 RSU grant detail (Hosein) | 7,994 RSUs granted May 23, 2024 at $27.52 | Aggregate grant-date fair value methodology per FASB ASC 718 |
Performance Compensation
- Directors at XRAY are compensated with time-based RSUs; there are no performance-based equity vehicles or cash bonuses for non-employee directors. Vesting occurs at the earlier of the next Annual Meeting, one year, or mandatory retirement age. Therefore, no director-specific performance metrics apply to Hosein.
- For context (executive program, not applicable to directors), the company’s most important financial performance measures are Organic Net Sales, Adjusted EBITDA Margin, Adjusted EPS, and Relative TSR.
Other Directorships & Interlocks
| Company | Capacity | Notes |
|---|---|---|
| Credo Technology Group | Director | Current public directorship |
| Wolfspeed, Inc. | Director (prior) | Prior public directorship |
| Compensation Committee interlocks (XRAY) | None disclosed for 2024 | Company states no interlocks requiring Item 404 disclosure among 2024 Compensation & Human Capital Committee members; Hosein is not on this committee |
Expertise & Qualifications
- Financial expertise: Designated Audit Committee Financial Expert by the Board; extensive CFO background across public tech/semiconductor and SaaS companies.
- Technology/operations: Significant IT and global management experience; early career in engineering at IBM; oversight of cyber/data privacy risks falls within Audit & Finance scope.
- Large-company governance: Prior roles include executive leadership at large public companies and multiple public board tenures.
Equity Ownership
| Measure | Amount | As-of Date | Notes |
|---|---|---|---|
| Total beneficial ownership | 26,462 shares | Mar 24, 2025 | “Less than 1%” of outstanding shares |
| Directly held | 18,301 shares | Mar 24, 2025 | Included in total above |
| Options exercisable within 60 days | 0 | Mar 24, 2025 | None |
| RSUs vesting within 60 days | 8,161 | Mar 24, 2025 | Included in beneficial ownership per SEC rules |
| Unvested RSUs (status at year-end) | 8,093 | Dec 31, 2024 | Year-end unvested balance disclosure |
| Director ownership guideline | 5x annual cash retainer (within 5 years) | Policy | All directors in compliance or within grace period as of end of 2024 |
| Hedging/pledging | Prohibited for directors and employees | Policy | Governance best-practice control |
Insider Trades (Form 4 filings)
| Filing Date | Description | Source |
|---|---|---|
| 2025-01-14 | Form 4 (RSU-related; each RSU converts 1:1) | https://investor.dentsplysirona.com/static-files/1ef385c9-562b-45d8-9210-ccd8021a4582 |
| 2024-10-15 | Form 4 filing by Hosein (XRAY) | https://www.sec.gov/Archives/edgar/data/1230185/000112760224025509/0001127602-24-025509-index.htm |
| 2024-07-15 | Form 4 filing by Hosein (XRAY) | https://www.sec.gov/Archives/edgar/data/1230185/000112760224020395/0001127602-24-020395-index.htm |
| 2024-04-15 | Form 4 filing by Hosein (XRAY) | https://www.sec.gov/Archives/edgar/data/1230185/000112760224012903/0001127602-24-012903-index.htm |
| 2025-07-15 | Form 4 filing by Hosein (XRAY) | http://pdf.secdatabase.com/1956/0001127602-25-019192.pdf |
Note: Specific share amounts and transaction codes are available in the linked filings.
Governance Assessment
- Alignment and effectiveness: Hosein strengthens audit oversight as a designated financial expert with extensive public-company CFO experience. His Audit & Finance service spans key areas including financial reporting, internal controls, and cyber/data privacy risk; committee activity was robust in 2024 (7 regular, 2 special). Attendance met or exceeded the company’s 75% threshold, and all directors attended the last Annual Meeting.
- Independence and conflicts: Independent director; XRAY disclosed no related person transactions for 2024. Company policies prohibit hedging/pledging; directors are subject to a 5x retainer ownership guideline, with all directors compliant or in the grace period at year-end. No compensation committee interlocks disclosed in 2024.
- Compensation/skin-in-the-game: 2024 compensation comprised balanced cash retainer ($100k) and equity RSUs ($220k), totaling $320k; RSUs are time-based and align with shareholder value. Beneficial ownership totaled 26,462 shares as of Mar 24, 2025, including RSUs scheduled to vest within 60 days.
- Shareholder sentiment signal: Say-on-Pay for 2023 executive compensation received ~96.7% support at the 2024 meeting, indicating broad investor support for compensation governance overseen by independent directors, including Hosein.
RED FLAGS
- None observed specific to Hosein: no related-party transactions, no hedging/pledging, attendance threshold met, and independent status with audit financial expert designation. Continue to monitor Form 4 activity and any evolving interlocks given service on an external semiconductor board (Credo).