Leslie F. Varon

About Leslie F. Varon

Leslie F. Varon, age 68, has served as an independent director of DENTSPLY SIRONA (XRAY) since 2018 and is Chair of the Audit and Finance Committee; she is designated by the Board as an “Audit Committee Financial Expert.” She previously served as CFO of Xerox Corporation (Nov 2015–Dec 2016) and Special Advisor to Xerox’s CEO until March 2017, following leadership roles including VP Finance & Corporate Controller (2006–2015) and VP Investor Relations (Mar–Oct 2015) .

Past Roles

Organization	Role	Tenure	Committees/Impact
Xerox Corporation	Chief Financial Officer	Nov 2015 – Dec 2016	Led restructuring and spin-off of a $7B services business
Xerox Corporation	Special Advisor to CEO	Until Mar 2017	Advisory role post spin-off
Xerox Corporation	VP Investor Relations	Mar 2015 – Oct 2015	Investor relations leadership
Xerox Corporation	VP Finance & Corporate Controller	Jul 2006 – Feb 2015	Oversaw FP&A, accounting, internal audit, risk, real estate, shared services
Xerox Corporation	Earlier roles (VP Finance & Operations Support NA; VP Investor Relations & Corporate Secretary; Director Corporate Audit)	Prior years	Finance, operations, governance oversight
Xerox International Partners (Xerox/Fuji Xerox JV)	Director (representing Xerox)	2006 – 2017	Board service at JV

External Roles

Organization	Role	Committees
Hamilton Lane Inc.	Director	Audit Committee Chair; Compensation Committee member

Board Governance

Independence: The Board determined all current directors other than the CEO are independent; Varon is listed as “Independent.”
Committee leadership: Chair, Audit & Finance Committee; designated an SEC “Audit Committee Financial Expert.”
Meeting cadence and attendance: 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 committee meetings in 2024.
Audit & Finance scope: Oversees financial reporting, internal controls, auditor retention, enterprise risk, and cyber/data privacy risk; meets with auditors with and without management; reviewed 2024 10-K financials and recommended inclusion.
Executive sessions/structure: Independent Non-Executive Chair; executive sessions held at each regular Board and Committee meeting without management present.
2025 refresh: Dr. Wenzel resigned Feb 5, 2025; Mr. Scavilla appointed to Board and Audit & Finance Committee effective Feb 5, 2025.

Fixed Compensation

Policy: $100,000 annual cash retainer for all non-employee directors; additional $25,000 for Audit & Finance Committee Chair (paid quarterly in advance).

Year	Cash Fees ($)	Notes
2024	125,000	Includes $100,000 director retainer + $25,000 Audit & Finance Chair fee

Performance Compensation

Structure: Non-employee directors receive annual time-based RSUs; number equals $220,000 divided by closing price on grant date; vest on the earliest of next Annual Meeting, 1 year from grant, or mandatory retirement age; dividend equivalents accrue on RSUs if cash dividends are paid. No performance metrics are applied to director equity grants.

Grant Date	Instrument	Shares Granted	Grant-Date Price	Grant-Date Fair Value	Vesting Terms
May 23, 2024	RSU	7,994	$27.52	$220,000	Vests at next Annual Meeting / 1-year / mandatory retirement; settlement in shares unless deferred

Other Directorships & Interlocks

Company	Role	Interlock/Notes
Hamilton Lane Inc.	Director; Audit Chair; Comp Committee member	Financial services; no XRAY related-person transactions disclosed for 2024

Compensation committee interlocks: XRAY disclosed that its 2024 Compensation & Human Capital Committee had no relationships requiring Item 404 disclosure; none of the members were officers or employees.
Related-party transactions: “No Related Person Transactions” noted for year ended Dec 31, 2024.

Expertise & Qualifications

Large public company finance leadership, including CFO of Xerox; extensive experience in capital allocation, financial operations, internal audit, and business transformation.
Audit & Finance Committee “financial expert” designation by XRAY’s Board.
Key qualifications emphasized by XRAY: Large company leadership; capital deployment; business development/transformations.

Equity Ownership

Policies: Directors must hold Company stock equal to at least 5× the annual board retainer within 5 years; all directors were in compliance or within the grace period as of end of 2024. Hedging and pledging of Company securities by directors are prohibited by policy.

As-Of Date	Direct Shares	Options Exercisable within 60 days	RSUs Vesting within 60 days	RSUs Vesting upon Board Departure
Dec 31, 2024	—	10,300	8,093	—
Mar 24, 2025	25,559	10,300	8,161	0
Citations: Dec 31, 2024 RSU/options counts for Varon ; Mar 24, 2025 beneficial ownership breakdown for Varon .

Governance Assessment

Positives: Independent director with deep finance pedigree; chairs Audit & Finance and is designated an audit committee financial expert—supportive of robust financial reporting oversight and ERM, including cyber risk.
Alignment: Director pay is weighted toward equity ($220,000 RSUs vs. $125,000 cash in 2024), and director ownership guidelines (5× retainer) plus a hedging/pledging ban reinforce alignment with shareholders.
Engagement: Board and Audit & Finance Committee held regular and special meetings; disclosure that each incumbent attended at least 75% meets the minimum disclosure threshold, though individual attendance rates are not specified.
Conflicts: No related-person transactions disclosed for 2024; governance framework includes related-party transaction review/approval policy.
RED FLAGS: None observed in the proxy related to attendance shortfalls, related-party transactions, hedging/pledging, option repricing, or tax gross-ups in director compensation.

Overall signal: Varon’s chair role on Audit & Finance, financial expert designation, and equity-heavy compensation structure support investor confidence in financial oversight and alignment; absence of related-party exposures reduces perceived conflict risk.