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DENTSPLY SIRONA(XRAY) - 2025 Q2 - Quarterly Results
2025-07-21 12:33
Employment Agreement This agreement details the terms of employment, compensation, termination, and restrictive covenants for the President and CEO [1. Employment](index=1&type=section&id=1.%20Employment) The agreement establishes the executive's role, a three-year initial term, duties, and primary location of employment - The employment term begins on August 1, 2025, for an **initial period of three years**[7](index=7&type=chunk) - The agreement will **automatically renew for successive 12-month periods** unless either party provides a 90-day notice of non-renewal[7](index=7&type=chunk) - Executive will serve as the **President and Chief Executive Officer** of the Company, reporting to the Board of Directors[8](index=8&type=chunk) - Executive must devote substantially all working time to the company but is permitted to manage personal affairs, serve on non-profit boards, and, with Board approval, serve on one other public or private company board[8](index=8&type=chunk) - The executive's principal office will be at the Company's commercial headquarters in **Charlotte, North Carolina**[10](index=10&type=chunk) [2. Compensation and Related Matters](index=2&type=section&id=2.%20Compensation%20and%20Related%20Matters) The executive's compensation package includes base salary, annual bonuses, long-term incentives, and one-time initial grants Annual Base Salary | Component | Amount | | :--- | :--- | | Annual Base Salary | $1,030,000 | Annual Bonus Target | Component | Target | | :--- | :--- | | Annual Bonus | 135% of Annual Base Salary | - For fiscal year 2025, the annual bonus will be prorated, and performance will be deemed achieved at the **greater of 75% of target** or the multiplier based on actual full-year performance[14](index=14&type=chunk) Annual Long-Term Incentive Target | Component | Target Value | | :--- | :--- | | Annual Equity Incentive (starting FY2026) | $7,750,000 | Initial Equity Grants | Grant Type | Grant Date Value | | :--- | :--- | | **Total Initial Grants** | **~$6,400,000** | | Pro-rata Annual Grant | $3,875,000 | | Inducement Grant | $2,525,000 | | Option Initial Grant (50% of total) | $3,200,000 | | PSU Initial Grant (50% of total) | $3,200,000 | - The Option Initial Grant vests in **three substantially equal annual installments**, beginning on the first anniversary of the Commencement Date[17](index=17&type=chunk) - The PSU Initial Grant vests based on **time and performance conditions** similar to those for other executive officers' FY25 PSU awards[18](index=18&type=chunk) Signing Bonuses | Bonus Type | Amount/Formula | | :--- | :--- | | Relocation Signing Bonus | $150,000 | | Additional Signing Bonus | $1,600,000 multiplied by the fraction of 2025 prior to the start date | - Signing bonuses may be required to be repaid if the executive's employment is terminated by the Company for Cause or by the Executive without Good Reason before the first anniversary of the start date[22](index=22&type=chunk) [3. Termination](index=5&type=section&id=3.%20Termination) The agreement defines conditions for employment termination and outlines baseline payment obligations and required resignations - Employment can be terminated under the following circumstances: **Death, Disability, by the Company for Cause, by the Company without Cause, by the Executive without Good Reason, or by the Executive for Good Reason**[28](index=28&type=chunk)[29](index=29&type=chunk) - Upon any termination, the executive (or their estate) is entitled to receive **earned but unpaid Annual Base Salary, reimbursement for business expenses, and any vested employee benefits**[31](index=31&type=chunk) - Upon termination of employment for any reason, the Executive is **deemed to have resigned from all offices and directorships** held with the Company or its Affiliates[32](index=32&type=chunk)[33](index=33&type=chunk) [4. Severance](index=7&type=section&id=4.%20Severance) The executive is eligible for severance under the company's plan, contingent on a release of claims - The Executive is eligible to participate in the company's Key Employee Severance Benefits Plan, with benefits **contingent on signing and not revoking a release of claims**[35](index=35&type=chunk) - If employment is terminated due to death or Disability, the executive (or their estate) will receive a **prorated Annual Bonus** for the fiscal year in which termination occurs, based on actual company performance[36](index=36&type=chunk) - Severance benefits under this agreement are **not intended to duplicate other benefits**, and the company may reduce payments to avoid duplication[37](index=37&type=chunk) [5. Covenants](index=8&type=section&id=5.%20Covenants) The agreement establishes a 24-month post-termination non-compete, non-solicitation, and mutual non-disparagement covenants - The "Restriction Period" for covenants is defined as the period of employment plus **twenty-four (24) months** following the date of termination[41](index=41&type=chunk) - During the Restriction Period, the executive is **prohibited from being employed by or acting as a senior advisor to any Competing Business**[38](index=38&type=chunk) - The executive is **prohibited from soliciting company customers or employees** during the Restriction Period[39](index=39&type=chunk) - The agreement includes a **mutual non-disparagement clause**, binding on both the executive and the company's officers and directors[42](index=42&type=chunk) [6. Nondisclosure of Proprietary Information](index=10&type=section&id=6.%20Nondisclosure%20of%20Proprietary%20Information) The executive has a perpetual obligation to protect the company's confidential information and return all property upon termination - The executive must, **in perpetuity, maintain the confidence of and not use or disclose the Company's Confidential Information**, which includes a broad range of business, financial, and technical information[46](index=46&type=chunk) - Upon termination, the executive must **promptly return all company documents and property**, in any form, that contain Confidential Information[47](index=47&type=chunk) - The agreement provides **immunity under the Defend Trade Secrets Act** (18 U.S.C. § 1833(b)) for disclosing a trade secret to a government official or an attorney solely for the purpose of reporting or investigating a suspected violation of law[51](index=51&type=chunk) [7. Inventions](index=11&type=section&id=7.%20Inventions) All inventions created by the executive during employment related to the company's business are its exclusive property - All rights to discoveries, inventions, improvements, and innovations related to the company's business created by the executive during employment ("Inventions") are the **exclusive property of the Company**[52](index=52&type=chunk) - The executive must **promptly disclose all Inventions** to the Company and assist the Company in obtaining, defending, and enforcing its rights, even after employment ends[52](index=52&type=chunk)[53](index=53&type=chunk) [8. Injunctive Relief](index=12&type=section&id=8.%20Injunctive%20Relief) The company is entitled to seek injunctive relief for breaches of covenants without posting a bond - A breach of the covenants in Sections 5-7 is acknowledged to cause **irreparable damage** to the Company[54](index=54&type=chunk) - In the event of such a breach, the Company is entitled to seek **specific performance and injunctive relief** without the requirement to post a bond[54](index=54&type=chunk) [9. Clawback Provisions](index=12&type=section&id=9.%20Clawback%20Provisions) All incentive-based compensation is subject to clawback as required by company policy, law, or exchange listing rules - Any incentive-based compensation paid to the Executive is **subject to deduction and clawback** as may be required by Company policy, law, government regulation, or stock exchange listing requirements[55](index=55&type=chunk) [10. Section 280G](index=12&type=section&id=10.%20Section%20280G) Parachute payments will be structured to maximize the executive's after-tax benefit by either paying in full or reducing to avoid excise tax - If any payments in connection with a Change in Control would constitute a "parachute payment" under Section 280G of the Code, the total payment will be either delivered in full or reduced to avoid the excise tax, **whichever results in the greatest after-tax amount for the Executive**[56](index=56&type=chunk) [11. Assignment and Successors](index=13&type=section&id=11.%20Assignment%20and%20Successors) The company may assign the agreement to a successor, while the executive's rights are generally non-assignable - The Company may assign its rights and obligations to a successor or a U.S. subsidiary; **The Executive's rights and obligations are not assignable**[58](index=58&type=chunk) - The Executive may designate a beneficiary to receive compensation due after his death[58](index=58&type=chunk) [12. Certain Definitions](index=13&type=section&id=12.%20Certain%20Definitions) This section defines key terms used in the agreement, referencing the company's Severance Plan for several definitions - Defines key terms used in the agreement; **"Cause" and "Good Reason" are defined by referencing the company's Current Severance Plan**[59](index=59&type=chunk)[61](index=61&type=chunk) [13. Miscellaneous Provisions](index=14&type=section&id=13.%20Miscellaneous%20Provisions) This section contains standard legal clauses, including governing law and provisions to ensure compliance with Section 409A - The agreement is governed by the laws of the **State of North Carolina**[61](index=61&type=chunk) - The provisions of **Sections 4 through 11 and Section 13 will survive** the termination of employment[62](index=62&type=chunk) - The agreement is intended to comply with **Section 409A of the Internal Revenue Code**, and payments may be delayed for six months if the executive is a "specified employee"[71](index=71&type=chunk)[72](index=72&type=chunk)[73](index=73&type=chunk) Exhibit A: Separation and Release of Claims Agreement This exhibit outlines the terms of separation, a comprehensive release of claims, and related legal provisions [1-4. Separation Terms and Benefits](index=19&type=section&id=1-4.%20Separation%20Terms%20and%20Benefits) These sections formalize the separation date, property return, and the executive's entitlement to severance benefits - The agreement sets forth the terms of the Executive's separation from employment as of the **"Separation Date"**[82](index=82&type=chunk) - The Executive must **return all Employer property within five business days** of the Separation Date[83](index=83&type=chunk) - In exchange for signing the agreement, the Executive will receive the **severance payments and benefits** specified in the Employment Agreement and the Severance Plan[85](index=85&type=chunk) [5. Release](index=20&type=section&id=5.%20Release) The executive provides a broad, irrevocable waiver of all known and unknown claims against the company, with specific exceptions - The Executive provides a **full and unconditional release of all claims** against the Employer and its affiliates ("Released Parties") arising up to the date of signing[87](index=87&type=chunk) - The release specifically covers claims under numerous laws, including **Title VII, ADA, FMLA, ERISA**, and various other federal and state statutes[87](index=87&type=chunk) - The release **does not waive certain rights**, including: the right to file a charge with the EEOC, claims for vested benefits, rights under this agreement, and indemnification rights[89](index=89&type=chunk) [6. Specific Release of ADEA Claims](index=21&type=section&id=6.%20Specific%20Release%20of%20ADEA%20Claims) This section ensures the waiver of age discrimination claims is knowing and voluntary, providing review and revocation periods - The Executive specifically waives and releases all claims arising under the **Age Discrimination in Employment Act (ADEA)**[90](index=90&type=chunk)[91](index=91&type=chunk) - The agreement confirms the Executive was given at least **twenty-one (21) days to consider** the terms and has a **seven (7) day period after signing to revoke** the ADEA release[91](index=91&type=chunk) [7-10. Agreement Mechanics and Enforcement](index=22&type=section&id=7-10.%20Agreement%20Mechanics%20and%20Enforcement) These sections detail the agreement's effective date, confidentiality, and the company's remedies for a breach by the executive - The agreement becomes effective on the **eighth day after the Executive signs**, provided it is not revoked during the 7-day Revocation Period[92](index=92&type=chunk) - The Executive reaffirms their obligation to comply with all **post-termination obligations and restrictive covenants** from the original Employment Agreement[93](index=93&type=chunk) - The Executive agrees to **keep the terms of the agreement confidential**, with exceptions for disclosures to a spouse, attorney, and tax advisors[94](index=94&type=chunk) - If the Executive breaches the agreement, the Company is entitled to seek **injunctive relief and may terminate any further severance payments**[96](index=96&type=chunk) [11-22. General Legal Provisions](index=24&type=section&id=11-22.%20General%20Legal%20Provisions) This final part contains standard legal clauses, including governing law, an entire agreement clause, and no admission of liability - The agreement is governed by the laws of **North Carolina**, with jurisdiction in Charlotte[98](index=98&type=chunk) - The agreement **does not constitute an admission of wrongdoing or liability** by either the Employer or the Executive[103](index=103&type=chunk) - The agreement is intended to comply with **Section 409A of the Internal Revenue Code**, and payments may be structured or delayed to ensure compliance[105](index=105&type=chunk)[106](index=106&type=chunk)
Dentsply Sirona Appoints Daniel Scavilla as Chief Executive Officer
Globenewswire· 2025-07-21 12:30
Provides Select Preliminary Second Quarter 2025 Results and Reaffirms 2025 OutlookCHARLOTTE, N.C., July 21, 2025 (GLOBE NEWSWIRE) -- DENTSPLY SIRONA Inc. (“Dentsply Sirona” or “the Company”) (Nasdaq: XRAY) today announced that Daniel Scavilla, an established business leader with more than three decades of experience in the medical technology and pharmaceutical industries and a current member of the Board of Directors of Dentsply Sirona (the “Board”), has been appointed President and Chief Executive Officer, ...
Dentsply Sirona to Host Second Quarter Conference Call on August 7th
Globenewswire· 2025-07-10 12:30
CHARLOTTE, N.C., July 10, 2025 (GLOBE NEWSWIRE) -- DENTSPLY SIRONA Inc. (“Dentsply Sirona” or the "Company") (Nasdaq: XRAY) today announced that the Company will host an investor conference call and live webcast on Thursday, August 7, 2025, at 8:30 am ET to review its financial results for the second quarter of fiscal year 2025. The Company will issue a press release and provide a presentation with summary financial information, which will be made available on the Investors section of the Company’s website ...
Why Dentsply International (XRAY) is a Top Momentum Stock for the Long-Term
ZACKS· 2025-07-09 14:50
Company Overview - DENTSPLY SIRONA Inc. is a global leader in the design, development, manufacture, and marketing of dental consumables, dental laboratory products, dental specialty products, and consumable medical device products [11] - The company also provides dental technology products, including dental implants, scanning equipment, treatment software, and orthodontic appliances, as well as dental equipment such as treatment centers and imaging equipment [11] Investment Rating - DENTSPLY SIRONA Inc. has a Zacks Rank of 2 (Buy) and a VGM Score of A, indicating strong potential for investment [12] - The company has a Momentum Style Score of B, with shares increasing by 0.7% over the past four weeks [12] Earnings Estimates - Three analysts have revised their earnings estimates higher for fiscal 2025, with the Zacks Consensus Estimate increasing by $0.03 to $1.90 per share [12] - DENTSPLY SIRONA Inc. has an average earnings surprise of +2.7%, suggesting positive performance relative to expectations [12] Conclusion - With a solid Zacks Rank and top-tier Momentum and VGM Style Scores, DENTSPLY SIRONA Inc. is recommended for investors' consideration [13]
XRAY or MMSI: Which Is the Better Value Stock Right Now?
ZACKS· 2025-07-02 16:41
Investors with an interest in Medical - Dental Supplies stocks have likely encountered both Dentsply International (XRAY) and Merit Medical (MMSI) . But which of these two stocks offers value investors a better bang for their buck right now? We'll need to take a closer look.The best way to find great value stocks is to pair a strong Zacks Rank with an impressive grade in the Value category of our Style Scores system. The proven Zacks Rank puts an emphasis on earnings estimates and estimate revisions, while ...
XRAY vs. MMSI: Which Stock Is the Better Value Option?
ZACKS· 2025-06-16 16:41
Core Viewpoint - Investors in the Medical - Dental Supplies sector should consider Dentsply International (XRAY) as a potentially undervalued stock compared to Merit Medical (MMSI) [1] Group 1: Company Rankings and Valuation Metrics - Dentsply International has a Zacks Rank of 2 (Buy), while Merit Medical has a Zacks Rank of 4 (Sell), indicating a more favorable earnings estimate revision trend for XRAY [3] - XRAY has a forward P/E ratio of 8.25, significantly lower than MMSI's forward P/E of 27.73, suggesting XRAY may be undervalued [5] - The PEG ratio for XRAY is 1.12, while MMSI's PEG ratio is 2.70, further indicating XRAY's better valuation relative to expected earnings growth [5] Group 2: Additional Valuation Metrics - XRAY's P/B ratio is 1.55, compared to MMSI's P/B of 3.85, highlighting XRAY's more favorable market value relative to its book value [6] - These metrics contribute to XRAY's Value grade of A and MMSI's Value grade of D, reinforcing the view that XRAY is the better investment option for value investors [6]
Should Value Investors Buy Dentsply Sirona (XRAY) Stock?
ZACKS· 2025-06-16 14:41
Core Viewpoint - Dentsply Sirona (XRAY) is identified as a strong value stock, currently holding a Zacks Rank of 2 (Buy) and an A rating in the Value category, indicating potential for profitability due to its undervaluation compared to industry averages [4][9]. Valuation Metrics - XRAY has a Forward P/E ratio of 8.2, significantly lower than the industry average of 16.70, with a 52-week range of 6.77 to 12.54 [4]. - The PEG ratio for XRAY stands at 1.11, which is below the industry average of 1.79, with a 52-week range of 0.84 to 1.91 [5]. - The P/B ratio for XRAY is 1.59, compared to the industry average of 4.34, with a 52-week range of 1.24 to 2.16 [6]. - XRAY's P/S ratio is 0.84, which is lower than the industry average of 1.26, indicating a favorable valuation based on sales [7]. - The P/CF ratio for XRAY is 15.45, compared to the industry average of 17.01, with a 52-week range of 7.83 to 19.05 [8]. Investment Outlook - The combination of these valuation metrics suggests that Dentsply Sirona is likely undervalued, making it an attractive option for value investors seeking strong earnings outlooks [9].
Is the Options Market Predicting a Spike in Dentsply Sirona Stock?
ZACKS· 2025-06-12 13:36
Company Overview - Dentsply Sirona Inc. (XRAY) is experiencing significant attention from investors due to high implied volatility in its options market, particularly the Jul 18, 2025 $7.50 Call option [1] - The company currently holds a Zacks Rank 3 (Hold) in the Medical - Dental Supplies industry, which is positioned in the top 22% of the Zacks Industry Rank [3] Analyst Insights - Over the past 30 days, two analysts have raised their earnings estimates for Dentsply Sirona for the current quarter, resulting in an increase in the Zacks Consensus Estimate from 49 cents per share to 50 cents [3] Market Expectations - The high implied volatility suggests that options traders are anticipating a significant price movement for Dentsply Sirona shares, potentially indicating an upcoming event that could lead to a major rally or sell-off [2][4] - Options traders often seek to capitalize on high implied volatility by selling premium, aiming for the underlying stock to not move as much as expected by expiration [4]
Reasons to Add DENTSPLY SIRONA Stock to Your Portfolio Now
ZACKS· 2025-06-11 15:31
Core Viewpoint - DENTSPLY SIRONA (XRAY) is positioned for growth through its new digital-implant workflow and ongoing research and development focus, although it faces forex headwinds and demand softness in Europe [1][3]. Company Overview - DENTSPLY SIRONA has a market capitalization of $3.23 billion and is a global leader in dental consumables, laboratory products, specialty products, and medical devices, with an expected earnings improvement of 7.4% over the next five years [2]. Growth Factors - The introduction of the Azento solution is transforming digital implant workflows, enhancing planning, purchasing, and delivery for single-tooth replacements, now available in Canada and Europe, positioning the company in the $20 billion global tooth-replacement market [3][6]. - Demand for 3D imaging and treatment centers is increasing due to technological upgrades and supply-chain recovery, while the company's expansion in clear aligners further enhances its digital dentistry ecosystem [3]. - DENTSPLY SIRONA's growth strategy is heavily reliant on product innovation, supported by increased R&D spending, which reached $36 million in Q1 2025, aimed at delivering sustainable innovation [4][7]. Financial Performance - In Q1 2025, DENTSPLY SIRONA reported an adjusted operating profit of $72 million, a 46.9% increase from the previous year, with an adjusted operating margin expanding by 305 basis points to 8.2% [8]. - The Zacks Consensus Estimate for 2025 revenues is $3.65 billion, reflecting a 3.7% decrease from 2024, while the consensus for adjusted earnings per share is $1.90, indicating a 13.8% year-over-year improvement [10]. Challenges - There is a noted softness in demand for CAD/CAM products in Europe, particularly in Germany, which is impacting sales and is expected to continue affecting the company in the upcoming quarters [9].
Dentsply Sirona Prices Offering of $550 million of Junior Subordinated Notes
GlobeNewswire News Room· 2025-06-05 21:35
Core Viewpoint - Dentsply Sirona Inc. has announced a $550 million offering of 8.375% Junior Subordinated Notes due 2055, expected to close on June 12, 2025, subject to customary conditions [1] Group 1: Offering Details - The notes will have a fixed interest rate of 8.375% until September 12, 2030, after which the rate will reset based on the five-year U.S. Treasury rate plus a spread of 4.379%, with a minimum rate of 8.375% [2] - The net proceeds from the offering are expected to be approximately $544.5 million, which will be used for general corporate purposes, including repaying existing short-term indebtedness [3] Group 2: Management and Regulatory Information - Goldman Sachs & Co. LLC is the sole book-running manager for the offering, with several co-managers involved [4] - The offering is being made under an effective shelf registration statement filed with the U.S. Securities and Exchange Commission [4][5] Group 3: Company Overview - Dentsply Sirona is the largest diversified manufacturer of professional dental products and technologies, with a strong portfolio of brands and a commitment to advancing patient care [8][9]