Jonathan J. Mazelsky
DENTSPLY SIRONAAbout Jonathan J. Mazelsky
Jonathan J. Mazelsky, age 64, is an independent director of DENTSPLY SIRONA (XRAY) since 2023. He is President and CEO of IDEXX Laboratories, Inc. (since Oct 2019; Interim CEO Jun–Oct 2019; EVP 2012–2019) and holds a B.A. in Mathematics from the University of Rochester and an MBA from the University of Chicago, with deep credentials in medical devices, large-company leadership, and international business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IDEXX Laboratories, Inc. | President & CEO | Oct 2019–present | Led global veterinary diagnostics and software; prior Interim CEO (Jun–Oct 2019) and EVP overseeing VetLab in-house diagnostics, imaging, software/services, rapid assay, telemedicine |
| Philips Healthcare (Royal Philips) | SVP & GM, CT/Nuclear Medicine/Radiation Therapy Planning; other leadership roles | 2001–2012 (SVP/GM 2010–2012) | Ran imaging and therapy planning businesses; held increasing leadership roles |
| Agilent Technologies | Executive in Charge (integration into Philips); GM Medical Consumables BU | 1997–2002 | Led integration of Agilent Healthcare Group into Philips; GM of medical consumables |
| Hewlett Packard | Finance, marketing, business planning roles | 1988–1996 | Early-career finance and strategy experience |
External Roles
| Company | Role | Tenure | Board/Committee | Notes |
|---|---|---|---|---|
| IDEXX Laboratories, Inc. | President & CEO; Director | CEO since Oct 2019 | Board member (public company) | Listed as “Other Public Company Boards” in XRAY proxy |
Board Governance
- Committee assignments: Compensation & Human Capital Committee member; Science & Technology Committee member (not chair). Chairs: Willie A. Deese (Comp & HC) and Janet S. Vergis (Sci & Tech) .
- Independence: Board determined all directors except the CEO (Simon D. Campion) are independent; Mazelsky is independent .
- Attendance and engagement: The Board met five regular and two special meetings in 2024; Comp & HC met 5 regular; Sci & Tech met 4 regular. Each incumbent director attended at least 75% of Board and applicable committee meetings; all directors attended the last annual meeting .
- Executive sessions: Chair holds executive sessions at each regular Board and Committee meeting without management present .
- Lead Independent Director: Independent Non-Executive Chairman; no Lead Independent Director designated given the independent chair structure .
- Governance practices: No hedging or pledging in company securities; robust clawback policies (Dodd-Frank restatement clawback and discretionary recoupment); director stock ownership guidelines; annual board evaluations and refreshment policy .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard director retainer, paid quarterly |
| Committee/Chair fees | $0 | He is not a committee chair; chair fees are $25k (Audit), $20k (Comp & HC), $15k (Governance, Sci & Tech) |
| 2024 cash earned | $100,000 | As reported in 2024 director compensation table |
Performance Compensation
| Element | Grant details | Vesting | Value |
|---|---|---|---|
| Annual RSU grant (director) | 7,994 RSUs granted May 23, 2024 at $27.52; notional award value $220,000 | Vests on earliest of (1) next annual meeting, (2) one year from grant, (3) attainment of mandatory retirement age; dividend equivalents eligible; settlement can be deferred | |
| Stock options | None outstanding (vested or unvested) | — | 0 |
| Performance-linked elements | None for non-employee directors | — | RSUs are time-based; no PSUs/options with performance conditions for directors |
Other Directorships & Interlocks
- Current public company boards: IDEXX Laboratories, Inc. .
- Compensation Committee interlocks: None—members of XRAY’s Compensation & Human Capital Committee (including Mazelsky) had no relationships requiring Item 404 disclosure; no reciprocal interlocks with other companies’ boards/comp committees .
- Related-party transactions: None noted for year ended Dec 31, 2024 .
Expertise & Qualifications
- Large-company executive leadership and board experience .
- Medical device/healthcare industry experience spanning diagnostics, imaging, and software .
- International business leadership across Philips, Agilent, and IDEXX .
- Education: B.A. Mathematics (University of Rochester); MBA (University of Chicago) .
Equity Ownership
| Category (as of Mar 24, 2025) | Shares | Notes |
|---|---|---|
| Total beneficial ownership | 19,620 | Less than 1% of 192,293,384 shares outstanding |
| Directly held | 0 | — |
| RSUs vesting within 60 days | 8,161 | Scheduled vesting within 60 days of Mar 24, 2025 |
| RSUs vesting upon board departure | 5,623 | RSUs payable when he ceases to be a Board member |
| Deferred RSUs (Board Deferred Plan) | 5,836 | Payable upon cessation as director per plan |
- Stock ownership guidelines: Directors must hold at least 5× annual cash retainer in company equity within five years; all directors were compliant or within grace period as of end-2024 .
- Hedging/pledging: Prohibited under corporate governance practices .
Governance Assessment
- Alignment and pay design: Director pay blends $100,000 cash retainer with $220,000 in annual RSUs that vest within one year, promoting equity-based alignment; directors are subject to 5× retainer ownership guidelines, reinforcing skin-in-the-game .
- Committee influence: As a member of Comp & HC and Sci & Tech, Mazelsky participates in oversight of executive compensation, talent/succession, ESG-linked human capital metrics, and R&D/technology direction—core levers for value creation and governance quality .
- Independence and conflicts: Board affirms independence for all directors except the CEO; no related-party transactions reported for 2024; no compensation committee interlocks; hedging/pledging banned—collectively reducing conflict risk .
- Investor feedback and say-on-pay: 2024 say-on-pay approval was approximately 96.7%, signaling broad investor support for compensation practices overseen by the Comp & HC Committee .
- RED FLAGS: None identified in company filings—no related-party transactions, no hedging/pledging, no interlocks, and attendance thresholds met; continued monitoring is warranted given Mazelsky’s concurrent CEO role at IDEXX, but no conflicts are disclosed by XRAY .