Michael J. Barber
Director at XRAY
Board
About Michael J. Barber
Michael J. Barber, age 64, is an independent director of DENTSPLY SIRONA (XRAY) who joined the Board on February 5, 2025; he serves on the Science and Technology Committee. He brings 40+ years of experience including executive roles at General Electric spanning operations, human capital, engineering, strategy, product management, and international P&L leadership; he launched transformational technologies in diagnostic imaging and point‑of‑care. He holds a B.S. (and an honorary doctorate) in Electrical Engineering from the Milwaukee School of Engineering, is a Member of the National Academy of Engineering, and a Fellow of the American Institute for Medical and Biological Engineering. He also serves as a director at Exact Sciences Corp. (Chair, Innovation, Technology & Pipeline Committee; member, Audit & Finance) and on the Board of Directors of Green Bay Packers, Inc.
Past Roles
| Organization | Role/Scope | Tenure | Committees/Impact |
|---|---|---|---|
| General Electric | Executive roles across operations, human capital, engineering, strategy, product management, and international P&L leadership | Not disclosed | Launched transformational technologies in diagnostic imaging and point‑of‑care |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exact Sciences Corp. | Director | Current | Chair, Innovation, Technology & Pipeline Committee; Member, Audit & Finance Committee |
| Green Bay Packers, Inc. | Director | Current | Not disclosed |
| Milwaukee School of Engineering (Board of Regents) | Executive Committee Member | Current | Academic/non‑profit governance |
Board Governance
| Topic | Details |
|---|---|
| Independence status | Independent (Board determined all nominees except the CEO are independent) |
| Committee assignments | Science and Technology Committee (member) |
| Appointment and refresh | Appointed Feb 5, 2025 after an external search firm process; nominated for election at the 2025 AGM |
| Chair roles | None at XRAY (S&T Committee chaired by Janet S. Vergis) |
| Attendance | Board held 5 regular and 2 special meetings in 2024; each incumbent director (pre‑2025) attended ≥75% of their meetings. Barber joined in 2025 (no 2024 attendance applicable). |
| Independent leadership | Independent Non‑Executive Chair; executive sessions held at each regular Board and Committee meeting |
| Key practices | No hedging/pledging; majority voting with conditional resignations; proxy access (3%/3‑years); annual director elections; stock ownership guidelines for directors |
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $100,000 | Paid quarterly in advance |
| Committee chair retainers | Audit & Finance Chair $25,000; Compensation & Human Capital Chair $20,000; Governance Chair $15,000; Science & Technology Chair $15,000 | Paid quarterly in advance |
| Non‑Executive Chair additional cash retainer | $75,000 | In addition to director retainer |
| Michael J. Barber – 2024 cash fees | $0 | Joined Board in 2025 |
Performance Compensation
| Component | Structure | Performance Metrics |
|---|---|---|
| Annual director equity | Time‑based RSUs with notional value $220,000 (shares = $220,000/close price on grant date); vest on earliest of next AGM, 1‑year from grant, or mandatory retirement age; dividend equivalents accrue | No director‑specific performance metrics disclosed; director equity is time‑based (not PRSU) |
| Non‑Executive Chair additional RSUs | Time‑based RSUs with notional value $100,000; same vesting cadence as above | Time‑based (no performance metrics) |
| Michael J. Barber – 2024 stock awards | $0 | Joined Board in 2025; no 2024 awards |
For directors, XRAY does not disclose performance‑conditioned equity (e.g., PRSUs) tied to metrics. Annual director equity is time‑based; performance metrics apply to executive PRSUs, not to directors.
Other Directorships & Interlocks
- Public boards: Exact Sciences Corp. (Chair, Innovation, Technology & Pipeline Committee; member, Audit & Finance) .
- No related‑party transactions disclosed for 2024; policy governs review/approval of any related person transactions (>$120,000). None noted for the year ended Dec 31, 2024.
- Appointment via independent search firm supports independence and mitigates potential interlock risks in selection.
Expertise & Qualifications
- Medical device/healthcare technology leadership; led innovation and strategic growth initiatives.
- Deep healthcare IT and innovation expertise applied to global businesses.
- Large‑company executive and board governance experience (GE; Exact Sciences).
- Engineering credentials and recognition: NAE Member; AIMBE Fellow; B.S. and honorary doctorate in EE (MSOE).
Equity Ownership
| Holder | Total Beneficial Ownership | % Outstanding | Direct Shares | Options exercisable ≤60 days | RSUs vesting ≤60 days | RSUs vesting upon Board departure |
|---|---|---|---|---|---|---|
| Michael J. Barber (as of Mar 24, 2025) | 0 | <1% | 0 | 0 | 0 | 0 |
- Director stock ownership guidelines: directors must own, within 5 years of joining the Board, shares valued at ≥5x the annual retainer; new directors have a 5‑year compliance window. All directors were either in compliance or within the grace period as of end‑2024. Barber joined in 2025 and is subject to the same 5‑year guideline.
- Hedging and pledging of Company securities is prohibited.
Governance Assessment
- Strengths enhancing investor confidence:
- Independent director with directly relevant med‑tech and IT innovation expertise; aligned with S&T Committee mandate to oversee R&D, portfolio, and technology initiatives.
- Independent Non‑Executive Chair, majority‑independent Board and fully independent committees, regular executive sessions, and robust shareholder rights (proxy access; majority voting with conditional resignations).
- No related‑party transactions disclosed; director selection process utilized an independent search firm (signals governance rigor).
- Director equity is delivered in stock (time‑based RSUs), aligning directors with shareholders; ownership guideline of 5x annual retainer supports long‑term alignment.
- Watch items:
- As a newly appointed director, Barber reported 0 beneficially owned shares as of March 24, 2025; he remains within the 5‑year window to meet ownership guidelines (monitor accumulation pace).
- External public board role at Exact Sciences could present information‑flow sensitivities; however, no related‑party transactions were reported, and XRAY’s policy addresses potential related‑person transactions.
- Broader compensation governance signal:
- 2024 Say‑on‑Pay approval was ~96.7%, indicating strong shareholder support for compensation governance.