Tuesday, August 16, 2022

More Financial Rumblings from the Dentsply Sirona Accounting Debacle


As regular readers will know, I've been following with interest the problems associated with 'accounting irregularities' in the previous Dentsply Sirona administration.   

The company has now announced that their former Chief Accounting Officer, Ranjit Chadha, will be terminated effective on September 2, 2022.

Here is the info that was filed with the United States Securities and Exchange Commision as of August 9, 2022:

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 4, 2022, DENTSPLY SIRONA Inc. (the “Company”) and Ranjit S. Chadha, the Company’s Chief Accounting Officer, mutually agreed upon the separation of Mr. Chadha from the Company, effective September 2, 2022 (the “Termination Date”). From August 4, 2022, until the Termination Date, Mr. Chadha will be an inactive employee but is expected to remain available for executive transition requests.

On August 9, 2022, the Company hired Richard M. Wagner to serve as its Chief Accounting Officer, as well as the principal accounting officer for purposes of the Company’s filings with the Securities and Exchange Commission, which appointment will be effective August 15, 2022. From August 4, 2022 until Mr. Wagner’s start date, the Company’s interim Chief Financial Officer, Barbara W. Bodem, will serve in the additional role of principal accounting officer.

Mr. Wagner, age 54, is joining the Company from his position as Chief Accounting Officer, Vice President and Corporate Controller of Hillrom Holdings, Inc., a position he held since 2018. Previously, he was Vice President and Controller, Lighting, at Cree, Inc. from 2017 to 2018. Prior to Cree, Inc., Mr. Wagner served as Vice President and Corporate Controller of DENTSPLY International Inc. from 2011 through and following the Company’s merger with Sirona Dental Systems, Inc. until 2017. Mr. Wagner is a Certified Public Accountant. He received his B.S. in Accounting from Penn State University.

Pursuant to his employment letter, Mr. Wagner will be paid an annual base salary of $400,000 and a one-time sign-on bonus of $100,000 (subject to repayment under certain circumstances). He will also receive an initial grant of restricted stock units (“RSUs”) with a grant date fair value of $150,000, vesting over a period of three years after the date of grant at the rate of one-third per year.

Mr. Wagner will also be eligible for (i) a target annual bonus of 40% of his base salary (on a pro-rated basis for 2022) as part of and subject to the conditions of the Company’s Annual Incentive Plan, and (ii) an annual equity award with an expected grant date fair value of $240,000 (on a pro-rated basis for 2022) in the following components: (a) 25% in the form of stock options vesting one-third per year over a three-year period, (b) 25% in the form of RSUs vesting one-third per year over a three-year period, and (c) 50% in the form of performance restricted stock units (“PRSUs”) with vesting based on achievement of the performance metrics and cliff vesting simultaneously with the PRSUs granted to other members of executive management. Additionally, Mr. Wagner is eligible to participate in the Company’s benefits programs offered to executive employees.

Mr. Wagner does not have any family relationship with any director or executive officer of the Company, or person nominated or chosen by the Company to become a director or executive officer, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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