Gregory T. Lucier
Non-Executive Chairman of the Board at XRAY
Board
About Gregory T. Lucier
Gregory T. Lucier, age 60, has served as an independent director of DENTSPLY SIRONA since 2019 and as Non‑Executive Chairman since January 1, 2024. He is a 35+ year healthcare industry veteran; currently CEO of Corza Health (since 2018), and previously Chairman & CEO of NuVasive (2015–2018) and Life Technologies (2003–2014). He holds a BS in Industrial Engineering from Pennsylvania State University and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Life Technologies | Chairman & CEO | 2003–2014 | Led large-cap life sciences company; significant business development and corporate strategy . |
| NuVasive | Chairman & CEO | 2015–2018 | Global tech leader in minimally invasive spine/orthopedic surgery; operational leadership . |
| General Electric (GE) | Corporate officer; executive at GE Medical Systems IT | Early career (years not specified) | Large-company operating, IT and healthcare technology experience . |
External Roles
| Organization | Role | Start | Committees/Notes |
|---|---|---|---|
| Corza Health (private) | Chief Executive Officer | 2018 | Life sciences operating leadership . |
| Maravai LifeSciences Holdings, Inc. (public) | Director | Not disclosed | Board service; committee roles not disclosed in XRAY proxy . |
Board Governance
- Roles: Non‑Executive Chairman; member, Corporate Governance & Nominating Committee; stepped down from Compensation & Human Capital Committee effective Jan 1, 2024 .
- Independence: All directors except the CEO are independent; Board committees are composed solely of independent directors .
- Attendance: Board met 5 regular and 2 special meetings in 2024; each incumbent director attended ≥75% of Board and committee meetings; all directors attended the last annual meeting .
- Leadership structure: Independent Non‑Executive Chairman; executive sessions are held by the Chair at each regular Board and Committee meeting; no Lead Independent Director designated given independent Chair .
- Committee oversight: Corporate Governance & Nominating oversees director nominations, Board policies, Board evaluation, independence/conflicts, ESG coordination .
Fixed Compensation
| Component (2024) | Amount/Detail | Evidence |
|---|---|---|
| Annual director cash retainer | $100,000; paid quarterly | |
| Non‑Executive Chairman cash retainer | $75,000; paid quarterly | |
| Total fees earned (Lucier) | $175,000 | |
| Annual RSU grant (director) | 7,994 RSUs; grant-date fair value $220,000; granted May 23, 2024 | |
| Additional RSUs for Non‑Executive Chairman | 3,634 RSUs; grant-date fair value $100,000; granted May 23, 2024 | |
| Total stock awards (Lucier) | $320,000 (aggregate grant-date fair value) | |
| RSU vesting terms (directors) | Vest on earliest of next annual meeting, 1 year from grant, or reaching mandatory retirement age; dividend equivalents accrue |
Performance Compensation
- Non‑employee director compensation at XRAY is time-based (RSUs) and not tied to performance metrics (no PRSUs/options for directors disclosed in 2024) .
| Performance-linked component | Metric | Weight | Applies to non‑employee directors |
|---|---|---|---|
| None disclosed for directors | N/A | N/A | Not applicable |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Maravai LifeSciences Holdings, Inc. | Current director | No related-party transactions disclosed with XRAY in 2024 . |
| Corza Health (CEO) | External executive role | No related-party transactions disclosed with XRAY in 2024 . |
- Compensation Committee interlocks: In 2024, the committee included Lucier (until stepping down Jan 1, 2024); no interlocks or insider participation requiring Item 404 disclosure .
Expertise & Qualifications
- Large-company leadership experience as executive and board member; deep medical device/life sciences industry expertise; business development and corporate strategy track record .
Equity Ownership
| Item | Amount/Detail | As-of Date | Evidence |
|---|---|---|---|
| Total shares beneficially owned | 102,892; less than 1% | March 24, 2025 | |
| Direct holdings | 70,021 shares | March 24, 2025 | |
| IRA holdings | 21,000 shares | March 24, 2025 | |
| RSUs vesting within 60 days | 11,871 shares | March 24, 2025 | |
| Options exercisable within 60 days | 0 shares | March 24, 2025 | |
| Unvested RSUs (status disclosure) | 11,772 RSUs | Dec 31, 2024 | |
| Stock ownership guideline | ≥5x annual retainer; compliance or grace period status | End of 2024 | |
| Hedging/pledging | Prohibited by policy; no pledging disclosed | Policy current |
Governance Assessment
-
Positive signals:
- Independent Non‑Executive Chairman structure with executive sessions improves oversight and mitigates management influence .
- Strong independence across Board and committees; formal governance guidelines, clawback policies, and anti‑hedging/pledging policy support investor alignment .
- Director compensation mix weighted to equity (time‑based RSUs), plus ownership guidelines (≥5x retainer) and compliance status promote skin‑in‑the‑game .
- No related-party transactions in 2024; Compensation Committee interlocks free of Item 404 concerns .
- Shareholder support: 96.7% Say‑on‑Pay approval in 2024 indicates broad investor confidence in pay practices (contextual to overall governance) .
-
Monitoring points:
- External commitments: Concurrent CEO role at Corza Health and board service at Maravai underscore significant external responsibilities; however, no attendance issues disclosed and ≥75% meeting attendance maintained in 2024 .
- Director equity awards are time‑based rather than performance‑linked; while common for directors, this places alignment primarily through ownership rather than explicit metrics .
-
RED FLAGS: None disclosed.
- No hedging/pledging; no related‑party transactions; no attendance shortfalls; no tax gross‑ups or single‑trigger vesting in the company’s governance framework (policy set) .