Willie A. Deese
DENTSPLY SIRONAAbout Willie A. Deese
Willie A. Deese, age 69, has served on Dentsply Sirona’s Board since 2011. He is an independent director and currently chairs the Compensation & Human Capital Committee and serves on the Corporate Governance and Nominating Committee. Deese retired from Merck & Co., Inc. in 2016 after serving as EVP (since 2008) and President of Merck’s Manufacturing Division (since 2005), with prior senior procurement roles at Merck, GlaxoSmithKline, and SmithKlineBeecham .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co., Inc. | Executive Vice President; President, Merck Manufacturing Division | EVP since 2008; President MMD since 2005; retired June 1, 2016 | Led global manufacturing, procurement, distribution/logistics; member of Merck Executive Committee |
| Merck & Co., Inc. | Senior Vice President, Global Procurement | Joined Merck in 2004 | Built enterprise procurement capabilities |
| GlaxoSmithKline | Senior Vice President, Global Procurement and Logistics | Prior to 2004 | Senior leadership in global procurement/logistics |
| SmithKlineBeecham | Senior Vice President, Procurement | Prior to GSK role | Senior leadership in procurement |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Public Service Enterprise Group, Inc. (PSEG) | Director | Current | Chair, Governance/Nominating & Sustainability; Member, Organization & Compensation; Executive; Audit |
| CDK Global Inc. | Director (prior) | Prior | Chair, Compensation Committee |
| G1 Therapeutics, Inc. | Director (prior) | Prior | Member, Audit Committee |
| North Carolina A&T State University | Trustee; Chair of Board of Trustees | 2007–2015; Chair 2011–2013 | University governance leadership |
Board Governance
- Independence: Board determined all directors except the CEO are independent; Deese is independent .
- Committee assignments: Chair, Compensation & Human Capital Committee; Member, Corporate Governance & Nominating Committee .
- Committee activity:
- Compensation & Human Capital Committee: 5 regular meetings, 0 special (2024) .
- Corporate Governance & Nominating Committee: 4 regular meetings, 0 special (2024) .
- Attendance: Board held 5 regular and 2 special meetings in 2024; each incumbent director attended at least 75% of the meetings of the Board and committees on which they served; all directors attended the last Annual Meeting .
- Governance practices relevant to director oversight: No hedging or pledging; majority voting with conditional resignations; stock ownership guidelines; independent Non-Executive Chairman; executive sessions at each regular Board/Committee meeting .
Fixed Compensation (Director)
| Component (2024) | Amount |
|---|---|
| Annual cash retainer | $100,000 |
| Committee chair fee (Compensation & Human Capital) | $20,000 |
| Total cash fees (Deese) | $120,000 |
Performance Compensation (Director)
| Grant | Grant Date | Shares/Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU grant (non-employee director) | May 23, 2024 | 7,994 RSUs (rounded) | $220,000 (price $27.52) | Vests on earliest of next Annual Meeting, one year from grant, or reaching mandatory retirement age; dividend equivalents accrue |
| Total stock awards (Deese, 2024) | — | — | $220,000 | As above |
Other Directorships & Interlocks
- Current: PSEG (utility sector; multiple committees including Governance, Compensation, Audit) .
- Prior: CDK Global (Compensation Committee Chair); G1 Therapeutics (Audit Committee) .
- Sector overlap/conflict risk: No related person transactions at XRAY in 2024; policy pre-approves certain arm’s-length roles and prohibits conflicted transactions .
Expertise & Qualifications
- Large company executive/board experience (Merck EVP; multiple public boards) .
- Manufacturing leadership (global manufacturing, procurement, distribution/logistics at Merck) .
- Experience with regulated medical products; operational leadership .
Equity Ownership
| As of Date | Direct Shares | Options Exercisable ≤60 days | RSUs Vesting ≤60 days | Total Beneficial Ownership | Notes |
|---|---|---|---|---|---|
| March 24, 2025 | 35,013 | 28,300 | 8,161 | 71,474 (<1%) | Per beneficial ownership table; less than 1% of shares outstanding |
| December 31, 2024 (position detail) | — | 28,300 vested options; 0 unvested options | 8,093 unvested RSUs | — | Position detail for year-end |
- Director stock ownership guidelines: Directors must hold shares equal to ≥5× annual retainer within five years; all directors were in compliance or within the grace period at end of 2024 .
- Hedging/pledging: Prohibited for directors and designated insiders (no hedging or pledging; no margin accounts) .
Governance Assessment
- Pay-for-performance oversight: As Compensation & Human Capital Committee Chair, Deese signed the Committee’s report; the program uses balanced performance metrics (Organic Net Sales, Adjusted EBITDA Margin, Adjusted EPS, Relative TSR), clawback policies (Dodd-Frank and discretionary), and independent consultants (FW Cook) for NEO compensation—signals of robust governance .
- Shareholder alignment: 2024 Say-on-Pay approval was ~96.7%, indicating strong investor support for compensation practices overseen by the Committee .
- Independence/attendance: Independent director with committee leadership; Board/committee attendance threshold met and full annual meeting attendance—supports engagement .
- Conflicts: Company reported no related person transactions in 2024; hedging/pledging banned; majority voting with resignation policy—low conflict/red flag profile .
- Potential signals to monitor: Multiple concurrent board roles (e.g., PSEG committee chairs and membership) may increase time commitments, though no interlocks or related-party issues are disclosed .
RED FLAGS: None disclosed—no related-party transactions; hedging/pledging prohibited; strong Say-on-Pay support; majority voting with conditional resignations .