Notice of

Annual

Meeting

of

Stockholders

and Proxy Statement

  Items of Business

to elect twelve (12) directors to serve until the next Annual Meeting of Stockholders or until their respective successors are elected and qualified;

to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for 2018;

to approve, by non-binding vote, the Company’s executive compensation;

to approve the DENTSPLY SIRONA Inc. Employee Stock Purchase Plan;

to approve an amendment to the DENTSPLY SIRONA Inc. Certificate of Incorporation to eliminate the supermajority requirement for stockholders to amend the Company’s bylaws; and

to transact such other business as may properly come before the meeting.

  Voting

•   election of directors (see page 12);

•   ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accountants for 2018 (see page 91);

•   approval, by non-binding vote, of the Company’s executive compensation (see page 93);

•   approval of the DENTSPLY SIRONA Inc. Employee Stock Purchase Plan (see page 95); and

•   approval of an amendment of the Certificate of Incorporation to eliminate the supermajority vote requirement for stockholders to amend the bylaws (see page 100).

Matter

Board

Recommendation

Election of twelve directors

FOR EACH NOMINEE  

Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for 2018

Approval, by non-binding vote, of the Company’s executive compensation

FOR

Approval of the DENTSPLY SIRONA Inc. Employee Stock Purchase Plan

FOR

Approval of the amendment to the DENTSPLY SIRONA Inc. Certificate of Incorporation to eliminate the supermajority requirement for stockholders to amend the Company’s bylaws

FOR each director nominee named in this proxy statement;

FOR ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accountants for 2018;

FOR the approval, by non-binding vote, of the Company’s executive compensation;

FOR the approval of the DENTSPLY SIRONA Inc. Employee Stock Purchase Plan; and

FOR the approval of an amendment to DENTSPLY SIRONA Inc.’s Certificate of Incorporation to eliminate the supermajority requirement for stockholders to amend the Company’s bylaws.

 Michael C. Alfano, D.M.D.,

 Ph.D.

Dr. Alfano is Executive Vice President Emeritus, and Professor and Dean Emeritus at New York University (‘‘NYU’’). Dr. Alfano served as Dean of the College of Dentistry from 1998 to 2006 and as Executive Vice-President of NYU from 2006 to 2013. Beginning in 1982 until 1998 he held a number of positions with Block Drug Company, including Senior Vice President for Research & Technology and President of Block Professional Dental Products Company. He served on the Board of Directors of Block Drug Company, Inc. from 1988 to 1998. Dr. Alfano has served as a member of, or consultant to, various public health organizations, including the National Institutes of Health, the Editorial Board of the American Journal of Dentistry, the Consumer Healthcare Product Association and as the industry representative to the Non-Prescription Drugs Advisory Committee of the FDA from 2001 to 2005. He was a founding director of the Friends of the National Institute for Dental and Craniofacial Research, and he is a founding director of the not-for-profit Santa Fe Group. He was also a Trustee of the New York State Dental Foundation until 2006. From 2010-2015 he served as a director of the not-for-profit Delta Dental of New York Insurance Company. He also served as a Director of the YMCA of Greater New York, the largest YMCA system in the country, from 2010 to 2014. He has received numerous honors, research grants and awards, and currently serves as President of the Santa Fe Group.

Director since 2001

Age: 70

Board Committees:

Corporate Governance and Nominating Committee (Chair)

Other Public Company

Boards: None

Experience:

Extensive Knowledge of DENTSPLY History and Industry

Dr. Alfano is one of the most experienced members of the Board concerning the Company’s particular history, strategy for success, and role in the wider industry.

Dental Device or Industry Experience

Dr. Alfano is a dentist by training, has experience in publicly traded Block Drug Company Inc., and has held various leadership positions in the field of dentistry, including as an academic and professional.

Research and Development Experience

Dr. Alfano has served as a Professor and Senior Presidential Fellow and an Executive Vice President at the New York University, as well as Dean of its College of Dentistry, where he was in contact with cutting edge research and development.

 David K. Beecken

Mr. Beecken is a Partner of Beecken Petty O’Keefe & Company, which is the General Partner of Beecken Petty O’Keefe Funds I, II, III & IV investment limited partnerships focused exclusively on private equity investments in healthcare. Prior to co-founding Beecken Petty O’Keefe in April 1996, Mr. Beecken was Senior Managing Director of ABN AMRO Incorporated, a broker dealer, from February 1993 to March 1996. From 1989 to February 1993, Mr. Beecken was a Senior Vice President-Managing Director of First National Bank of Chicago. Mr. Beecken also serves on the Boards of Directors of Scrip Products Corporation and Paragon Medical, Inc.

Director since 2016 (Sirona Director since 2006)

Age: 71

Board Committees:

Audit and Finance Committee

Other Public Company
Boards: None

Experience:

Extensive Knowledge of DENTSPLY History and Industry

Mr. Beecken is one of the most experienced members of the Board concerning the Company’s particular history, strategy for success, and role in the wider industry.

Medical Device or Industry Experience

Mr. Beecken has a long and successful history of investing in a range of healthcare-related businesses.

Capital Allocation/Deployment Experience

Mr. Beecken possesses an array of general business skills and expertise, as well as experience investing in a range of healthcare-related businesses and the dental industry.

 Eric K. Brandt

Mr. Brandt has served as Non-Executive Chairman of the Board since September 28, 2017. Mr. Brandt has previously served as Senior Vice President and Chief Financial Officer of Broadcom Corporation, a Fortune 500 high-tech company, from 2007 to 2009 and then as Executive Vice President and Chief Financial Officer with Broadcom from 2010 to 2016. From September 2005 until March 2007, he served as President and Chief Executive Officer at Avanir Pharmaceuticals. Beginning in 1999, he held various positions at Allergan, Inc., including Corporate Vice President and Chief Financial Officer until 2001, President of Consumer Eye Care from 2001 to 2002, and 2005 until his departure, Executive Vice President of Finance and Technical Operations and Chief Financial Officer. Prior to joining Allergan, he was Vice President and Partner at Boston Consulting Group (‘‘BCG’’), and a senior member of the BCG Health Care and Operations practices. He serves on the Board of Directors for LAM Research Corporation as the Chair, Audit Committee. Mr. Brandt also served as a director of Yahoo! Inc. from 2016 to 2017 and currently serves as a director of Altaba Inc. (formerly Yahoo! Inc.), as chairman of the Board of Directors, chairman of the Nominating and Corporate Governance Committee, and chairman of the Audit Committee.

Director since 2004

(Non-executive Chairman since 2017)

Age: 55

Board Committees:

Corporate Governance and Nominating Committee

Other Public Company Boards:

•   Lam Research Corporation

•   Altaba Inc. (formerly Yahoo! Inc.)

Experience:

Large Company Experience as Executive or Board Member

Mr. Brandt has significant business experience, including leadership roles as an executive and board member of public companies.

Public Company Governance Experience

Mr. Brandt serves and has served on boards of directors of several public companies, including as chairman, having obtained valuable experience in public company governance matters.

Business Development Experience

Mr. Brandt’s executive leadership positions and tenure on various boards has given him general business skills, expertise and experience including in business development and corporate strategy development.

 Donald M. Casey Jr.

Mr. Casey served from 2012 through 2018 as the Chief Executive Officer of the Medical Segment of Cardinal Health, a manufacturer and provider of medical products and supply chain services. From 2010 to 2012, Mr. Casey served as Chief Executive Officer of the Gary and Mary West Wireless Health Institute, a non-profit research organization focused on lowering the cost of health care through novel technology solutions. Prior to that, Mr. Casey served from 2007 to 2010 as Worldwide Chairman for Johnson & Johnson’s Comprehensive Care group and as a member of the Executive Committee. Prior to that, from 2003 to 2006, Mr. Casey served as Company Group Chairman with Vistakon, a division of Johnson & Johnson Vision Care, Inc., and from 1985 to 2003, Mr. Casey held various executive positions throughout Johnson & Johnson’s consumer, pharmaceutical and medical device franchises. Mr. Casey also served as a director of West Corporation from 2015 to 2017.

Director since 2018

Age: 58

Board Committees:

None

Other Public Company Boards: None.

Experience:

Large Company Experience as Executive or Board Member

Also serving as the Chief Executive Officer of the company, Mr. Casey possesses a wide range of business and development skills, with significant history of success in large companies.

Medical Device or Industry Experience

Mr. Casey has worked over three decades in the global health care field, in various key and executive positions.

Capital Allocation/Deployment Experience

Mr. Casey has a deep understanding of growth and management of company assets, and he has a strong record of corporate success and development.

 Michael J. Coleman

Mr. Coleman is the Chairman of the Board of Cool Media Company, a consulting company, and a partner in CS&W Associates Media Management, a media network company, both based in Cocoa Beach, Florida. He served as Chairman of Cape Publications in Melbourne, Florida until retiring from that position on January 1, 2007. He previously served as Publisher of FLORIDA TODAY and President of the Gannett Co., Inc., South Newspaper Group from 1991 to April 2006. He serves as a director of Ron Jon Surf Shops Worldwide and formerly served as a director of Florida Bank of Commerce, Orlando, Florida, and serves currently as a Trustee of The Freedom Forum, The Newseum and The Newseum Institute, all based in Washington, D.C.

Director since 1991

Age: 74

Board Committees:

Human Resources Committee

Other Public Company Boards: None

Experience:

Extensive Knowledge of DENTSPLY History and Industry

Mr. Coleman is one of the most experienced members of the Board concerning the Company’s particular history, strategy for success, and role in the wider industry.

Large Company Experience as Executive or Board Member

Mr. Coleman has had general business experience and leadership roles in several business positions.

Dental Device or Industry Experience

Mr. Coleman has a long history with and deep knowledge of the dental industry.

 Willie A. Deese

Mr. Deese retired from Merck & Co., Inc. on June 1, 2016 after serving as Executive Vice President since 2008 and President of the Merck Manufacturing Division since 2005. He was also a member of Merck’s Executive Committee. Mr. Deese originally joined Merck in 2004 as the company’s Senior Vice President of Global Procurement. Formerly, Mr. Deese served as a member of the Board of Trustees of North Carolina A&T State University from 2007 to 2015. In addition, Mr. Deese served as the Chair of the Board of Trustees of North Carolina A&T State University from 2011 to 2013. Previously, Mr. Deese served as Senior Vice President of Global Procurement and Logistics at GlaxoSmithKline and as Senior Vice President of Procurement at SmithKlineBeecham.

Director since 2011

Age: 62

Board Committees:

Human Resources Committee

Other Public Company Boards:

•   CDK Global Inc.

•   Public Service Enterprise Group, Inc.

Experience:

Large Company Experience as Executive or Board Member

Mr. Deese has significant business experience, including leadership roles as an executive and board member of public companies.

Medical Device or Industry Experience

Mr. Deese’s leadership roles have included executive positions in companies involved with regulated medical products.

Manufacturing Experience

In his role as Executive Vice President and President of the Merck Manufacturing Division, Mr. Deese was responsible for the company’s global manufacturing, procurement, and distribution and logistics functions.

 Betsy D. Holden

Ms. Holden has been a Senior Advisor to McKinsey & Company, a global management consulting firm, since April 2007, working with clients in consumer goods, pharma and financial services on strategy, marketing and board effectiveness initiatives. Prior to that, Ms. Holden spent 25 years in marketing and line positions in consumer goods. From 2001 to 2003, she was Co-Chief Executive Officer of Kraft Foods and from 2000 to 2003, she was Chief Executive Officer of Kraft Foods North America. Additional positions at Kraft included President, Global Marketing and Category Development and Executive Vice President, with oversight of operations, IT, procurement, research and development, and marketing services, as well as multiple business unit President and line management assignments. Under her leadership, Kraft was a food industry leader in sales force excellence, new product successes and marketing and digital innovation. While at Kraft, Ms. Holden led the successful acquisition and integration of Nabisco Group Holdings and the subsequent initial public offering of the company. Ms. Holden serves on the executive committees of the Duke University Board of Trustees and the Global Advisory Board of the Kellogg School of Management. She is President of the Off the Street Club Board and is Treasurer of the Board of Chicago High School for the Arts. Ms. Holden previously served on the boards of Catamaran Corporation, Kraft Foods, Tupperware, Tribune Company, Media Bank and Time Inc.

Director since 2018

Age: 61

Board Committees:

Human Resources Committee

Other Public Company Boards:

•   The Western Union Company

•   Diageo plc

Experience:

Large Company Experience as Executive or Board Member

Ms. Holden has served as Chief Executive Officer of a large public company and as a board member and consultant to multiple large, international, public companies.

Experience in Marketing/Sales

Ms. Holden has held numerous leadership roles in marketing and product management, both as an executive and in her current role as consultant, successfully implementing novel ideas and marketing plans to grow in competitive industries.

Business Development Experience

Ms. Holden has extensive corporate governance experience serving on eight public boards over the last 19 years and on multiple audit, compensation and nominating committees.

 Thomas Jetter, Ph.D.

Dr. Jetter serves as Chairman of the Board of Directors of HQ Capital, a privately held alternative asset management firm in Germany. Dr. Jetter is partner and Managing Director of Digital+ Partners, a German-based growth capital management firm focusing on industrytech and fintech software companies since June 2015. Dr. Jetter assumed an interim senior leadership position for the Soros Economic Development Fund from January to September 2014 during a restructuring. From April 1995 to March 2008, Dr. Jetter was a Partner at Permira GmbH, where he initiated and managed investments in a variety of industrial, medtech and chemical companies. At Permira, Dr. Jetter gained extensive international experience as lead for investments in the chemicals sector, and helped expand the firm’s global reach to include areas such as the U.S. and China. Prior to that time, Dr. Jetter was a Senior Engagement Manager with McKinsey in Germany and Brazil, where he led projects on cost optimization, organization and strategy. Between 1985 and 1988, Dr. Jetter was an Investment Banking Associate at JP Morgan in Frankfurt and New York.

Director since 2016 (Sirona Director since 2010)

Age: 61

Board Committees:

Corporate Governance and Nominating Committee

Other Public Company Boards: None

Experience:

Large Company Experience as Executive or Board Member

Dr. Jetter has significant business experience, including leadership roles as an executive.

International Business Experience

Dr. Jetter has worked extensively in international business and for global firms.

Financial Literacy

Dr. Jetter has significant experience in financial transactions and qualifies as an audit committee financial expert.

 Arthur D. Kowaloff

From 2014 to the present, Mr. Kowaloff has served as a director of United States Enrichment Corp, a wholly owned subsidiary of Centrus Energy. In 2014 and 2015, Mr. Kowaloff served as a director of Reichhold Chemicals, Inc. and from 2010 until 2012, he served as lead director of Metropolitan Health Networks, Inc. From 1998 to 2003, Mr. Kowaloff served as a Managing Director of BNY Capital Markets, Inc. From 1991 to 1998, he was Chief Operating Officer and Senior Managing Director of Patricof & Company Capital Corporation. Prior to that, Mr. Kowaloff was an attorney at the New York City firm of Willkie Farr & Gallagher, where he served as Senior Partner and Executive Committee Member and specialized in corporate and securities law and mergers and acquisitions. Mr. Kowaloff is currently a Trustee of Carleton College, the President and a Director of the PBP Foundation of New York, and a Director and Chairman of the Audit and Compliance and Compensation Committees of the Greater Hudson Valley Health System.

Director since 2016 (Sirona Director since 2006)

Age: 71

Board Committees: Human Resources Committee (Chair)

Other Public Company Boards:

None

Experience:

Extensive Knowledge of DENTSPLY History and Industry

Mr. Kowaloff is one of the most experienced members of the Board concerning the Company’s particular history, strategy for success, and role in the wider industry.

Public Company Governance Experience

Mr. Kowaloff has significant corporate governance experience, including through his prior service as the lead director of a public company.

Capital Allocation/Deployment Experience

Mr. Kowaloff has significant experience in capital markets and finance.

 Harry M. Jansen Kraemer, Jr.

Mr. Kraemer currently serves as an Executive Partner of Madison Dearborn Partners, LLC, a private equity investment firm based in Chicago that invests in management buyout and other private equity transactions across a broad spectrum of industries and serves as Clinical Professor of Management & Strategy at Northwestern University’s Kellogg School of Management. Mr. Kraemer was the Chairman, President and Chief Executive Officer of Baxter International Inc. until April 2004. Mr. Kraemer had been a Director of Baxter International since 1995, Chairman of the Board since January 1, 2000, President since 1997 and Chief Executive Officer since January 1, 1999. Mr. Kraemer is active in business, education and civic affairs. He serves on the board of trustees of Northwestern University, the Conference Board and NorthShore University HealthSystem. He is also a member of the Dean’s Advisory Board of Northwestern University’s Kellogg School of Management, the Commercial Club of Chicago and the Economics Club of Chicago. He is a past member of the Business Roundtable, the Business Council and the Healthcare Leadership Council. He previously served on the board of directors of VWR Corporation.

Director since 2016 (Sirona Director since 2006)

Age: 63

Board Committees:

Corporate Governance and Nominating Committee

Other Public Company Boards:

•   Leidos Holdings, Inc.

Experience:

Experience with Governance of Public Companies

Mr. Kraemer serves and has served on boards of directors of several public companies, having obtained valuable experience in public company governance matters.

Capital Allocation/Deployment Experience

Mr. Kraemer has actively participated in decisions concerning investing and capital allocation in his prior and current roles.

Business Development Experience

Mr. Kraemer has significant experience with complex transactions, both as a former executive of large companies and in his current role at a private equity firm.

 Francis J. Lunger

Mr. Lunger served on the Board of Millipore Corporation, a life sciences company, from 2001 until March 2005, including serving as Chairman from April 2002 until April 2004. Mr. Lunger joined Millipore in 1997 as Senior Vice President and Chief Financial Officer and held several executive management positions, which included serving as Executive Vice President and Chief Operating Officer from 2000 until 2001, and Chairman, President and Chief Executive Officer from August 2001 until January 2005. Prior to joining Millipore, Mr. Lunger held executive management positions at Oak Industries, Inc., Nashua Corporation, and Raychem Corporation. From June 2007 through July 2010, Mr. Lunger served as a director of NDS Surgical Imaging. From July 2009 to December 2012, Mr. Lunger was an Operating Partner with Linden LLC. From April 2012 to January 2018, Mr. Lunger served as the Chairman of the Board of Directors of SeraCare Life Sciences Inc. and continues to serve as a director.

Director since 2005

Age: 72

Board Committees:

Audit Committee (Chair)

Other Public Company Boards:

None

  Selected Key Qualifications and     Experience:

Extensive Knowledge of DENTSPLY History and Industry

Mr. Lunger is one of the most experienced members of the Board concerning the Company’s particular history, strategy for success, and role in the wider industry.

Medical Device or Industry Experience

Mr. Lunger has significant business experience, including leadership roles as an executive and a board member and in a publicly traded life sciences tools company.

Financial Literacy

In his various leadership roles, Mr. Lunger has obtained extensive knowledge of accounting and financial matters.

 Leslie F. Varon

Ms. Varon served as Chief Financial Officer of Xerox Corporation, a document solutions company, from November 2015 through December 2016 during which time she led the restructuring of the $18 billion business process services, printing equipment, software and solutions company, including the successful spin-off of its $7 billion services business. After that transaction, she became Special Advisor to the new Xerox Chief Executive Officer until March 2017 when she retired from the company. Prior to becoming Chief Financial Officer at Xerox, she was briefly VP Investor Relations from March 2015 through October 2015. Previously she served Xerox as VP Finance & Corporate Controller from July 2006 to February 2015, where she oversaw global financial operating executives and had responsibility for corporate financial planning and analysis, accounting, internal audit, risk management, global real estate and worldwide shared services centers. Earlier in her career, Ms. Varon was Vice President Finance & Operations support for Xerox’s North American business, Vice President Xerox Investor Relations and Corporate Secretary and Director of Corporate Audit. From 2006 to 2017 she served on the board of Xerox International Partners, a joint venture between Xerox Corporation and Fuji Xerox Corporation, representing Xerox Corporation’s ownership stake.

Director since 2018

Age: 61

Board Committees:

Audit and Finance Committee

Other Public Company Boards:

•   Hamilton Lane Inc.

  Selected Key Qualifications and     Experience:

Large Company Experience as Executive or Board Member

Ms. Varon has significant business experience, including leadership roles as an executive.

Capital Allocation/Deployment Experience

Ms. Varon has a substantial record of financial experience and the proper maintenance of a large corporation, including as a chief financial officer.

Business Development Experience

Ms. Varon has had an extensive history working with large transactions and business transformation in a public company, and has a deep understanding of business deals and growth.

Summary of Director

Qualifications and Experience

Large Company Experience as Executive or Board Member is important because of the complex and unique management requirements for a large, public company.

Extensive Knowledge of DENTSPLY History and Industry allows our Board of Directors to learn from our history and what works for our company.

Medical Device or Industry Experience is important in understanding innovation and developments in the larger field.

Dental Device or Industry Experience facilitates relevant, efficient, and effective discourse relating to our business and strategy.

International Business Experience is important because of our global reach and the growing interconnectivity of people and industry.

Financial Literacy is necessary to understand our financial reports, internal controls, and the complex transactions we conduct regularly.

Public Company Governance Experience assists directors with diligent management of accountability, transparency and protection of stockholder interests.

Experience in Marketing and Sales is crucial in understanding how to most effectively sell our products in existing markets and to expand to new ones.

Manufacturing Experience helps in understanding the balance between efficiency and the highest level of quality controls.

Experience in HR and Talent Management allows directors to help us hire, motivate, and retain the best employees.

Understanding and Previous Work with Information Technology will allow our company to innovate and thrive in a world that relies more heavily than ever on interconnectivity of systems and tech.

Experience in Capital Allocation and Deployment allows directors to decide on the proper placement of assets and funds, manage risks, and invest smartly in upcoming and lucrative avenues.

Business Development Experience (including M&A) is important because of the board’s role in strategic planning of mergers, acquisitions, and divestitures.

Quality and Regulatory Experience allows our directors to provide oversight of our regulated activities and risk management.

Prior Work in Research and Development allows directors to understand the potential for new and innovative technologies and how to facilitate them.

Qualified Financial Experts have met Sarbanes-Oxley Act requirements meant to improve disclosures and prevent improper financial practice.

Enterprise Risk Management, including business continuity and cyber security, allows our company to thrive in a rapid-paced and tech-driven market.

Name

Audit and Finance
Committee

Corporate Governance and
Nominating Committee

Human Resources
Committee

C

X

X

X

X

X

X

C

X

C

X

 Members

Primary Functions

Meetings
in 2017

    Audit and Finance Committee

    Francis J. Lunger (Chair)*

    David K. Beecken*

    Leslie F. Varon*

*  Each member of the Audit and Finance Committee has been determined by the Board, in its judgment, to be an audit committee financial expert, as defined under applicable SEC rules.

•   Selecting and retaining the independent registered public accounting firm.

•   Setting the independent registered public accounting firm’s compensation,

•   Pre-approving all auditing and permitted non-audit services by the independent registered public accounting firm.

    Corporate Governance and

    Nominating Committee

    Michael C. Alfano (Chair)

    Eric K. Brandt

    Thomas Jetter

    Harry M. Jansen Kraemer, Jr.

•   Identifying and recommending individuals as nominees to serve on the Board.

•   Reviewing and recommending Board policies and governance practices and appraising the performance of the Board and its individual members.

•   Managing risks associated with the independence of the Board, potential conflicts of interest and overall corporate governance.

5

    Human Resources Committee

    Arthur D. Kowaloff (Chair)

    Michael J. Coleman

    Willie A. Deese

    Betsy D. Holden

•   Evaluating and administering compensation levels for all senior officers of the Company.

•   Reviewing and evaluating employee compensation generally and employee benefit plans.

•   Overseeing and evaluating the risks associated with the Company’s compensation philosophy and programs.

11

we have an appropriate balance between the two roles of Chairman and Chief Executive Officer;

the Board has established and follows robust Corporate Governance Guidelines/Policies, as discussed below;

each member of the Board, other than Mr. Casey, is independent pursuant to the listing standards of The Nasdaq Global Select Market; and

each standing committee of the Board is composed solely of independent directors.

identifying the material risks that the Company faces;

establishing and assessing processes for managing that risk;

determining the Company’s risk appetite and mitigation strategies and responsibilities; and

making regular reports to the Board on management’s assessment of exposure to risk and steps management has taken to monitor and deal with such exposure.

who possess a diversity of experience, gender, race and ethnicity;

who possess strong personal and professional ethics, and high standards of integrity and values;

who have the proven ability and experience to bring informed, thoughtful and well-considered opinions to corporate management and the Board;

who have the competence, maturity and integrity to monitor and evaluate the Company’s management, performance and policies;

who have the willingness, commitment and ability to devote the necessary time and effort required for service on the Board;

who have the capacity to provide additional strength and diversity of view and new perceptions to the Board and its activities;

who have the necessary measure of communication skills and self-confidence to ensure ease of participation in Board discussion;

who hold or have held a senior position with a significant business enterprise or a position of senior leadership in an educational, medical, religious, or other non-profit institution or foundation of significance;

who have professional and academic experience relevant to the Company’s industry; and

who have experience as a board member of another publicly held company.

An annual cash retainer of $85,000, paid quarterly in advance.

Annual retainers of $132,000 for the Non-Executive Chairman, if any, $30,000 for the Lead Director, if any; $22,500 for the Audit and Finance Committee Chair, $20,000 for the Human Resources Committee Chair; and $15,000 for the Corporate Governance and Nominating Committee Chair, each paid quarterly in advance.

Annual Committee member retainers of $7,500 for Audit and Finance Committee members, $5,000 for Human Resource Committee members; and $5,000 for Corporate Governance and Nominating Committee members, each paid quarterly in advance.

An annual grant of options to purchase a number of shares of common stock equal in value to $87,500, calculated using the Black-Scholes valuation method. The stock options vest in full one year from the date of grant and have an exercise price equal to the closing price of the Company’s common stock on the date of grant. Stock options are exercisable for ten years from the grant date, subject to earlier expiration in the event of termination or retirement.

An annual grant of restricted stock units (RSUs), the number of which is determined by dividing $87,500 by the closing price of the Company’s common stock on the date of grant. The RSUs vest one year from the date of grant and are payable to outside directors in shares of common stock upon vesting unless the director elects to defer settlement of the RSUs to a future date. Outside directors are entitled to receive dividend equivalents on the RSUs in the event the Company pays a regular cash dividend on its common stock.

 Name

Fees Earned or Paid in
Cash ($)(1)

      Stock Awards      

($)(2)

Option
      Awards ($)(3)      

      Total($)      

 Michael C. Alfano(4)

 David K. Beecken(5)

 Eric K. Brandt(6)

 Michael J. Coleman(7)

 Willie A. Deese(8)

 Thomas Jetter(9)

 Arthur D. Kowaloff(10)

 Harry M. Jansen Kraemer, Jr.(11)

 Francis J. Lunger(12)

This column reports the amount of cash compensation earned for 2017 service on our Board and its committees.

Each non-employee director received an award of 1,395 restricted stock units on May 24, 2017 which vest in full (unless deferred) on May 24, 2018. Grant date fair value was $62.73 (each grant had a notional award value of $87,500 rounded down to the nearest whole share). Restricted stock unit awards have been valued in the same manner as described in footnote 13 to the “Summary Compensation Table for Fiscal Year ended December 31, 2017” on page 62.

Each non-employee director received a grant of 7,300 non-qualified stock options on May 24, 2017, which vest in full on May 24, 2018. Grant date fair value was $62.73. Non-qualified stock options have been valued in the same manner as described in footnote 14 to the “Summary Compensation Table for Fiscal Year ended December 31, 2017” on page 62.

At year end, Mr. Alfano held 52,925 vested stock options, 7,300 unvested stock options and 1,398 unvested restricted stock units.

At year end, Mr. Beecken held 5,800 vested stock options, 7,300 unvested stock options and 2,505 unvested restricted stock units.

At year end, Mr. Brandt held 64,169 vested stock options, 7,300 unvested stock options, 1,398 unvested restricted stock units and 6,414 deferred restricted stock units.

At year end, Mr. Coleman held 64,212 vested stock options, 7,300 unvested stock options and 1,398 unvested restricted stock units.

At year end, Mr. Deese held 42,200 vested stock options, 7,300 unvested stock options and 1,398 unvested restricted stock units.

At year end, Mr. Jetter held 5,800 vested stock options, 7,300 unvested stock options and 2,505 unvested restricted stock units.

At year end, Mr. Kowaloff held 14,871 vested stock options, 7,300 unvested stock options and 2,505 unvested restricted stock units.

At year end, Mr. Kraemer held 87,439 vested stock options, 7,300 unvested stock options, 2,505 unvested restricted stock units, and 1,223 deferred restricted stock units.

At year end, Mr. Lunger held 40,896 vested stock options, 7,300 unvested stock options, 1,398 unvested restricted stock units and 2,669 deferred restricted stock units.

any Related Person Transaction involving the compensation, employment and/or benefits of an executive officer of the Company if the compensation arising from the Related Person Transaction is required to be reported in the Company’s proxy statement;

any Related Person Transaction involving the compensation, employment and/or benefits of an executive officer of the Company that is not a “Named Executive Officer” (as that term is defined in Item 402(a)(3) of SEC Regulation S-K) if  (a) the executive officer is not an immediate family member of another executive officer or director of the Company, (b) the compensation arising from the Related Person Transaction would have been reported under Item 402 as compensation earned for services to the Company if the executive officer was a Named Executive Officer, and (c) such compensation has been approved, or recommended to the Board for approval, by the Human Resources Committee of the Board;

any Related Person Transaction involving the compensation, services and/or benefits of a director if the compensation arising from the Related Person Transaction is required to be reported in the Company’s proxy statement;

any Related Person Transaction where the Related Person’s interest arises solely from the ownership of the Company’s common stock and all holders of the Company’s common stock received the same benefit on a pro-rata basis;

any Related Person Transaction with a Related Person involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority;

any Related Person Transaction with a Related Person involving services as a bank depository of funds, transfer agent, registrar, trustee under a trust indenture, or similar services; and

any Related Person Transaction in which the interest of the Related Person arises solely from such person’s position as a director of another firm, corporation or other entity that is a party to the Related Person Transaction.

WHAT WE DO

WHAT WE DON’T DO

•   Establish target and maximum awards under our Annual Incentive Program.

•   Establish target and maximum awards in our long-term equity incentive program.

•   Apply a formulaic framework based on the Company’s financial results relative to pre-established targets for each incentive program.

•   Exercise limited or no discretion to increase formulaic incentive compensation awards.

•   Beginning in 2018, use balanced performance metrics for PRSU awards that consider both the Company’s absolute performance and its relative performance versus peers.

•   Rigorous goal setting aligned to our externally disclosed annual and multi-year financial targets.

•   Impose stock ownership and holding requirements that provide that each NEO must own a multiple of his or her annual base salary in our common stock, and we have instituted holding requirements prohibiting our NEOs from selling shares vested from RSUs and PRSUs (net of tax) until their stock ownership requirements have been met.

•   Closely monitor risks associated with our compensation program and individual compensation decisions to ensure they do not encourage excessive risk taking.

•   Retain an independent compensation consultant to assess the market for the determination of our executive compensation elements and targets on an annual and ongoing basis.

•   Seek stockholder feedback on executive compensation, including consideration of the annual Say-on-Pay vote.

•   Compensation recoupment policy that allows our Board to seek reimbursement in certain circumstances of compensation that was based on financial results that were subsequently restated.

•   Employment agreements with restrictive covenants

•   Excise tax “gross-ups” upon change in control.

•   Discounting, reloading or re-pricing of stock options without stockholder approval.

•   “Single-trigger” accelerated vesting of equity-based awards upon change in control.

•   Multi-year guaranteed incentive awards for senior executives.

•   Employee hedging or pledging of Company securities.

•   Excessive perquisites.

•   Dividends or equivalents paid on unvested PRSUs.

•   Recycling of shares used for taxes or option exercises.

•   Defined benefit pension plan in the U.S.

Mark Thierer, Interim Chief Executive Officer from September 28, 2017 to February 11, 2018

Robert J. Size, Interim President and Chief Operating Officer from September 28, 2017 to March 1, 2018 with termination effective date of April 1, 2018 (Senior Vice President from January 1, 2007 to June 30, 2017)

Nicholas W. Alexos, Executive Vice President & Chief Financial Officer since November 2017 (Executive Vice President and Chief Administrative Officer from October 10, 2017 through November 10, 2017)

Keith J. Ebling, Executive Vice President, General Counsel and Secretary since October 10, 2017

Maureen J. MacInnis, Senior Vice President, Chief Human Resources Officer and Communications since October 2017 (Senior Vice President and Chief Human Resources Officer from February 29, 2016 through October 2017) (Vice President and Chief Human Resources Officer from April 13, 2009 through February 28, 2016)

Jeffrey T. Slovin, former Chief Executive Officer through September 27, 2017 with termination effective date of September 28, 2017

Bret W. Wise, former Chairman of the Board through September 27, 2017 with termination effective date of September 28, 2017

Christopher T. Clark, former President and Chief Operating Officer, through September 27, 2017 with termination effective date of September 28, 2017

Ulrich Michel, former Executive Vice President and Chief Financial Officer through November 10, 2017 with termination effective date of December 31, 2017

to align executive compensation with corporate performance and stockholder interests. This was accomplished by rewarding performance that was directly linked to achievement of the Company’s business plans, financial objectives and strategic goals, as well as increases in the Company’s stock price;