Janet S. Vergis
DENTSPLY SIRONAAbout Janet S. Vergis
Independent director since 2019; age 60. Over 35 years in healthcare including CEO of OraPharma and senior leadership at Johnson & Johnson (President of Janssen Pharmaceuticals, McNeil Pediatrics, and Ortho‑McNeil Neurologics). Holds a B.S. in Biology and an M.S. in Physiology from Penn State. Chairs the Science & Technology Committee and serves on the Compensation & Human Capital Committee at Dentsply Sirona (XRAY). Current public boards: Church & Dwight Co., Inc., Teva Pharmaceutical Industries Ltd., and SGS SA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OraPharma, Inc. | Chief Executive Officer | Not disclosed | Led turnaround and successful sale |
| Johnson & Johnson (Janssen; McNeil Pediatrics; Ortho‑McNeil Neurologics) | President (multi‑billion portfolio) | Not disclosed | Senior leadership across R&D, product development, sales, marketing |
| Private Equity Firms | Executive Advisor | 2013–2019 | Strategic advisory |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Church & Dwight Co., Inc. | Director | Not disclosed | Current board seat |
| Teva Pharmaceutical Industries Ltd. | Director | Not disclosed | Current board seat |
| SGS SA | Director | Not disclosed | Current board seat |
| Amneal Pharmaceuticals, Inc. | Former Director | Not disclosed | Prior board service |
Board Governance
- Independence: Board determined all directors except the CEO are independent; Vergis is listed as Independent .
- Committee assignments: Chair, Science & Technology; Member, Compensation & Human Capital (joined Jan 1, 2024). Science & Technology met 4 times in 2024; Compensation & Human Capital met 5 times .
- Attendance: In 2024, the Board held five regular and two special meetings; each incumbent director attended at least 75% of the Board and applicable committee meetings. All directors attended the last Annual Meeting .
- Leadership: Independent Non‑Executive Chairman (Gregory T. Lucier); no Lead Independent Director designated; executive sessions are held by the Chair at each regular Board and Committee meeting without management present .
- ESG and risk oversight: Governance committee manages independence and conflicts; Compensation & Human Capital oversees human capital and executive comp; Audit & Finance oversees cybersecurity; Science & Technology oversees R&D .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Non‑employee director retainer (paid quarterly) |
| Committee chair fee (Science & Technology) | $15,000 | Paid quarterly |
| Total cash received (2024) | $115,000 | Fees earned/paid in cash |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant‑Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (director annual grant) | May 23, 2024 | 7,994 RSUs | $220,000 | Vests at earliest of next Annual Meeting, 1 year from grant, or mandatory retirement age | Dividend equivalents; payable in common stock upon vesting; subject to optional deferral |
| Chairman RSUs | N/A | N/A | N/A | N/A | Not applicable to Vergis (applies to Non‑Executive Chairman) |
| Options | N/A | 0 | N/A | N/A | No option awards for 2024 director program; Vergis had 0 options outstanding as of Dec 31, 2024 |
Director equity is time‑based (RSUs); no performance metrics apply to director grants. Company prohibits payout of dividends on unvested RSUs until vesting .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee Interlocks | None; 2024 Compensation & Human Capital Committee members (including Vergis) had no relationships requiring Item 404 disclosure; none of XRAY’s executive officers served on another entity’s board/comp committee with reciprocal ties . |
| Related Party Transactions | None noted for year ended Dec 31, 2024 . |
Expertise & Qualifications
- Deep healthcare and oral health domain experience; senior P&L leadership across pharma and specialty oral health .
- Capital allocation and transformation experience; led turnaround and sale of OraPharma; managed multi‑billion portfolios at J&J .
- Science & technology oversight capability; chairs XRAY’s Science & Technology Committee reviewing R&D portfolio and investments .
- Academic credentials: B.S. Biology; M.S. Physiology (Penn State) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 30,017 shares | “Less than 1%” per proxy table |
| Directly held | 21,856 shares | As of March 24, 2025 |
| RSUs vesting within 60 days | 8,161 shares | As of March 24, 2025 |
| Options exercisable within 60 days | 0 | As of March 24, 2025 |
| Unvested RSUs (Dec 31, 2024) | 8,093 units | Year‑end 2024 status |
| Ownership % of shares outstanding | 0.0156% | 30,017 ÷ 192,293,384 shares outstanding per proxy |
Stock ownership guidelines: Directors must hold at least 5× annual retainer in Company stock within 5 years; all directors were in compliance or within grace period at end of 2024. Hedging or pledging of Company securities is prohibited .
Governance Assessment
- Board effectiveness: Vergis strengthens technical oversight as Science & Technology Chair and contributes to human capital decisions via Compensation & Human Capital Committee; committee cadence (4 SciTech; 5 Comp) indicates ongoing engagement .
- Independence and conflicts: Independent status; no related‑party transactions; no compensation committee interlocks; governance policies explicitly manage conflicts and require annual director Code of Conduct certification .
- Attendance and engagement: At least 75% meeting attendance across the Board and committees; all directors attended the Annual Meeting, supporting engagement standards .
- Alignment and incentives: 2024 director pay is balanced with cash retainer plus time‑based RSUs ($220k), reinforcing long‑term alignment without performance metrics or options. Ownership of 30,017 shares and compliance with 5× retainer guideline support “skin‑in‑the‑game” .
- Compensation governance signals: Strong say‑on‑pay support (96.7% in 2024), robust clawback policies (Dodd‑Frank restatement and discretionary recoupment), prohibition on hedging/pledging, and majority voting with conditional resignations bolster investor confidence .
RED FLAGS
- None disclosed for Vergis: no related‑party transactions, no hedging/pledging, no committee interlocks. Note that multiple outside boards (Church & Dwight, Teva, SGS) increase external commitments; the Governance & Nominating Committee oversees independence and potential conflicts .