Document

DEF 14A 1 algn-20201231xdef14a.htm DEF 14A Document

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

Filed by the Registrant ý

Filed by a Party other than the Registrant ¨

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☐ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material under §240.14a-12

ALIGN TECHNOLOGY, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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ý No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1)Title of each class of securities to which transaction applies:

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3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

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5)Total fee paid:

¨ Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1)Amount Previously Paid:

2)Form, Schedule or Registration Statement No.:

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4)Date Filed:

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on Wednesday, May 19, 2021

10:00 a.m. Pacific Time

TO OUR STOCKHOLDERS:

The 2021 Annual Meeting of Stockholders ("Annual Meeting") of Align Technology, Inc. ("Align" or the "Company") will be webcast virtually on Wednesday, May 19, 2021, at 10:00 a.m. Pacific Daylight Time. You may begin accessing the webcast using your personalized link in your confirmation email received after registration.

Details regarding admission to the meeting and the business to be conducted are more fully described in the accompanying Notice of Annual Meeting and Proxy Statement.

We are once again pleased to take advantage of the SEC rule allowing companies to furnish proxy materials to their stockholders over the Internet. We believe that this e-proxy process expedites stockholders' receipt of proxy materials, while lowering the costs of printing and distributing our proxy materials and reducing the environmental impact of our Annual Meeting. On or about April 7, 2021, we mailed to our beneficial and registered stockholders a Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access our Proxy Statement and Annual Report and how to vote online. The Notice also contains instructions on how you can request and receive a printed paper copy of the Proxy Statement, Proxy Card and Annual Report.

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we hope that you will vote as soon as possible. You may vote via the Internet or by telephone, or, if you received paper copies of the proxy materials by mail, you may also vote by mail by following the instructions on the proxy card. Voting over the Internet or by telephone or by written proxy will ensure your representation at the Annual Meeting regardless of whether you attend in person.

Thank you for your ongoing support of, and continued interest in, Align Technology, Inc.

Sincerely,


ALIGN TECHNOLOGY, INC.

Julie Coletti
Senior Vice President, Chief Legal and Regulatory Officer


TABLE OF CONTENTS			Page
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
PROPOSAL ONE ELECTION OF DIRECTORS			1
Nominees			1
Information Concerning The Nominees			2
Corporate Governance			8
Director Independence			13
Stockholder Communications With Board			14
Director Compensation			14
PROPOSAL TWO RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS			16
Fees to PricewaterhouseCoopers LLP For 2020 and 2019			17
Audit Committee’s Policy Of Pre-Approval Of Audit And Permissible Non-Audit Services			17
REPORT OF THE AUDIT COMMITTEE OF THE BOARD			18
PROPOSAL THREE APPROVAL OF THE AMENDMENT TO THE AMENDED AND RESTATED BYLAWS TO DESIGNATE THE EXCLUSIVE FORUM FOR THE ADJUDICATION OF CERTAIN LEGAL MATTERS			19
PROPOSAL FOUR APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE ALIGN TECHNOLOGY, INC. 2010 EMPLOYEE STOCK PURCHASE PLAN			21
EQUITY COMPENSATION PLAN INFORMATION			25
PROPOSAL FIVE ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			26
EXECUTIVE COMPENSATION			27
Compensation Discussion And Analysis			27
Compensation Committee of the Board Report			44
Summary Compensation Table For Fiscal Year Ended 2020			45
Grants Of Plan-Based Awards For Fiscal Year Ended 2020			48
Outstanding Equity Awards At Fiscal 2020 Year End			50
Option Exercises And Stock Vested During Fiscal Year Ended 2020			52
Potential Payment Upon Termination Or Change Of Control			53
Other Compensation Matters			57

CORPORATE SOCIAL RESPONSIBILITY			59
PRINCIPAL STOCKHOLDERS			62
DELINQUENT SECTION 16(a) REPORTS			64
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			65
GENERAL INFORMATION			66
Q: Why Am I Receiving These Materials?			66
Q. What is Included in These Materials?			66
Q: What Information Is Contained in these Materials?			66
Q: Why Did I Receive a Notice in the Mail Regarding the Internet Availability of the Proxy Materials Instead of a Paper Copy of the Full Set of Proxy Materials?			66
Q. How Can I Access the Proxy Materials Over the Internet?			66
Q: Can I Vote my Shares by Filling Out and Returning the Notice of Internet Availability of Proxy Materials?			66
Q: What Is The Difference Between Holding Shares Directly Or As A Beneficial Owner, In Street Name?			67
Q: How Can I Participate in the Annual Meeting?			67
Q: Why Is the Annual Meeting Only Virtual?			67
Q: How Can I Submit Questions During the Annual Meeting?			67
Q: What Are the Rules of Procedure for the Annual Meeting?			67
Q: Will the List of Stockholders be Available During the Annual Meeting?			68
Q: What if I Have Technical Difficulties or Trouble Accessing the Annual Meeting?			68
Q: Who Can Vote at the Annual Meeting?			68
Q: How Do I Vote My Shares During the Annual Meeting?			68
Q: How Can I Vote My Shares Without Participating in the Annual Meeting?			68
Q: What if I Don't Give Specific Voting Instructions?			68
Q: Can I Change or Revoke my Vote?			69
Q: What Are We Voting on And What Vote is Required to Approve Each Item?			70
Q: What Constitutes a Quorum?			70
Q: Who Will Bear the Cost of Soliciting Votes for the Annual Meeting?			70
Q: Who Will Count the Vote?			71
Q: What is Align's Website Address?			71
Q: Where Can I Find the Voting Results of the Meeting?			71
Q: What if Multiple Stockholders Share the Same Address?			71
Q: Is There Any Information I Should Know Regarding Future Annual Meetings?			71
OTHER MATTERS			72
Appendix A Amended and Restated Bylaws
Appendix B Align Amended and Restated 2010 Employee Stock Purchase Plan

ALIGN TECHNOLOGY, INC.

410 N. Scottsdale Rd. Suite 1300

Tempe, AZ 85281

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

VIRTUAL MEETING LOGISTICS

ITEMS OF BUSINESS


1			To elect the ten (10) directors named in this proxy statement
2			To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accountants for the fiscal year ending December 31, 2021
3			To ratify an amendment of our bylaws to designate Delaware and the District Courts of the United States as the exclusive forums for adjudication of certain disputes
4			To approve the amendment and restatement of our 2010 Employee Stock Purchase Plan
5			To conduct an advisory (non-binding) vote on executive compensation
6			To consider such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof

IMPORTANT MEETING INFORMATION

Technical Issues

Contact 866-612-8937 (toll-free) or 973-873-7684 (international) for any technical difficulties or trouble accessing the virtual meeting, or if you are unable to locate your digital control number.

Adjournments and Postponements

Any action on the items of business described above may be considered at the annual meeting at the time and on the date specified above or at any time and date to which the annual meeting may be properly adjourned or postponed.

Meeting Admission

All stockholders as of the Record Date, or their duly appointed proxies, may attend the Annual Meeting. Online access will begin at 9:30 a.m. Pacific Daylight Time, and we encourage you to access the Annual Meeting early. To be admitted to the Annual Meeting, stockholders as of the Record Date must register in advance at http://viewproxy.com/aligntech/2021/htype.asp.

Voting

Your vote is very important. Regardless of whether you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote your shares over the Internet or by telephone. If you received a paper copy of a proxy card by mail, you may submit your proxy for the Annual Meeting by completing, signing, dating and returning your proxy card in the pre-addressed envelope provided. For specific instructions on how to vote your shares, please refer to the section entitled Voting Information - How do I vote my shares during the Annual Meeting? in the proxy statement.

This Notice of Annual Meeting and Proxy Statement and form of proxy are being distributed and made available on the Internet on or about April 7, 2021.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 19, 2021. The Proxy Statement and Align Technology, Inc.'s Annual Report on Form 10-K are available electronically at http://www.viewproxy.com/aligntech/2021

PROXY STATEMENT SUMMARY

This summary highlights selected information contained in this proxy statement. It does not contain all the information you should consider and as such we urge you to carefully read the proxy statement in its entirety prior to voting. For additional information, please review our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

MEETING AGENDA AND VOTING RECOMMENDATIONS

Item

Voting Standard

Vote Recommendation

Page Reference

Annual Election of Directors

Majority of votes cast

FOR each nominee

Ratification of Independent Registered Public Accounting Firm

Majority of votes cast

FOR

Ratify an Amendment of our Bylaws to designate Delaware and the District Courts of the United States as the Exclusive Forums for adjudication of certain disputes

66 2/3% of the Outstanding Shares

FOR

Approval of Amendment and Restatement of our 2010 Employee Stock Purchase Plan

Majority of votes cast

FOR

Advisory Vote on Named Executive Officer Compensation

Majority of votes cast

FOR

DIRECTOR NOMINEES

You are being asked to vote on the election of these ten directors. Each member of our board of directors ("Board") is elected annually by majority voting. All directors other than Mr. Hogan are considered by our Board to be independent.

Mr. Thomas M. Prescott, our former President and Chief Executive Officer who currently continues to serve as a director, was not nominated to stand for re-election and will be retiring from the Board at the Annual Meeting. As a result, the Board has resolved to reduce the size of the Board from 11 to 10 directors at the end of Mr. Prescott's term.

Committee Memberships*

Name

Age

Director Since

Primary Occupation

Independent?

NGC

Joseph M. Hogan

2015

President & CEO, Align Technology, Inc.

Kevin J. Dallas

2018

CEO, Wind River Systems

Yes

Joseph Lacob

1997

CEO & Governor of The Golden State Warriors

Yes

C. Raymond Larkin, Jr. (1)

2004

Retired, Principal of Group Outcome LLC

Yes

George J. Morrow

2006

Retired, EVP of Worldwide Sales & Marketing, Amgen, Inc.

Yes

Anne M. Myong

2019

Former CEO & CFO of Aura Financial Corporation

Yes

Andrea L. Saia

2013

Retired, Global Head of Vision Care, Novartis AG

Yes

Greg J. Santora

2003

Retired, CFO, Shopping.com

Yes

Susan E. Siegel

2017

Former Chief Innovation Officer at General Electric and Former CEO of GE Business Innovations

Yes

Warren S. Thaler

2004

Consultant, Gund Investment Corporation

Yes

(1)Mr. Larkin is Chairman of the Board

*AC = Audit; CC = Compensation; NGC = Nominating and Governance; TC= Technology; X = Member; C = Chair

Align Technology, Inc. ("We", "Our", "Align") is a global medical device company engaged in the design, manufacture and marketing of Invisalign® clear aligners and iTero® intraoral scanners and services for dentistry, and exocad® computer-aided design and computer-aided manufacturing ("CAD/CAM") software for dental laboratories and dental practitioners. Our products are intended primarily for the treatment of malocclusion or the misalignment of teeth and are designed to help dental professionals achieve the clinical outcomes that they expect and the results patients desire.

Our purpose is to transform smiles and change lives, and we are accomplishing this goal by establishing clear aligners as the principal solution for the treatment of malocclusions and our Invisalign clear aligners as the treatment solution of choice by orthodontists, general dental practitioners and patients globally. To date, over 9.6 million people worldwide have been treated with our Invisalign System.

COVID-19 BUSINESS IMPACTS

In 2020, the COVID-19 pandemic disrupted our business and the businesses and lives of our customers, their patients and our suppliers in unprecedented ways; requiring us to reevaluate priorities, adapt to new ways of doing business and developing new strategies and plans quickly and revising them frequently as conditions evolved. By the end of 2020, many dental practices had resumed operations although often at capacities less than pre-pandemic levels. Additionally, in virtually all practices the effects of COVID-19 persist, typically in the form of additional preventative safety measures such as added sterilization requirements, increased costs for personal protective equipment and staggered patient visits intended to reduce the risks of cross contamination, each of which contribute to fewer patient visits per day.

Throughout the pandemic, our focus has remained steadfast on the health and safety of our employees, our customers and their patients, operational execution, and continued progress toward our four principal pillars of growth: (i) International expansion; (ii) GP adoption; (iii) Patient demand & conversion; and (iv) Orthodontic utilization.

To help customers through the pandemic and to stimulate demand for our products and services during the recovery, we modified existing programs and implemented new promotions in 2020, some of which remain in effect. For instance, we did not implement annual price increases on our various clear aligner products in 2020, offered promotions to encourage customers with patients in wires and brackets to switch to our Invisalign clear aligners, allowed customers to maintain their promotional status levels notwithstanding declining purchases, increased advertising and launched new media campaigns, generally released virtual solutions, expanded training programs, including online training, all in an effort to help our customers and accelerate our mutual return to normal operations

While we did not meet the original annual performance goals set at the beginning of 2020 due to the COVID-19 pandemic, our second half recovery was directly attributable to our senior management's crisis management and their dedication to strong operational execution. Our fiscal 2020 financial and strategic highlights and their impact on executive compensation are summarized below.

FISCAL 2020 PERFORMANCE HIGHLIGHTS

Align set new financial records in the second half of 2020, to end the year strong after a significant COVID-19 pandemic-related shortfall in the second quarter. Net revenues of $734.1 million and $834.5 million, in the third and fourth quarters of 2020, respectively, were both new quarterly records helping us rebound from a second quarter year-over-year decline of 41.3% to end the year at $2.5 billion in net revenues, up 2.7% compared to 2019. During the year, we served our 9 millionth Invisalign clear aligner patient and shipped 1.6 million Invisalign clear aligner cases, increasing worldwide Invisalign clear aligner volume by 7.9% compared to the prior year. In the fourth quarter alone, we shipped Invisalign clear aligners to a record 77 thousand doctors globally, 7,300 of which were first time customers and we trained 6,400 new doctors on the use of our products. Invisalign case submissions from iTero and other digital scanners increased to 84.0% in the Americas and 73.7% internationally by the fourth quarter of 2020, up from 79.5% and 64.7% in the fourth quarter of 2019.

Operating income in the third and fourth quarters of 2020 was $177.1 million and $213.2 million, respectively, compared to $127.2 million and $151.2 million in the comparable quarters in 2019. For the year, operating income of $387.2 million was down compared to $542.5 million in 2019, primarily as a result of the impact of COVID-19 pandemic-related business disruptions in the second quarter of 2020.

iii

2020 Business Highlights

In addition to those highlights already mentioned, Align's other key announcements in 2020 include:

•exocad Acquisition. The $420.8 million second quarter cash acquisition of exocad Global Holdings GmbH, a German dental CAD/CAM software company that offers fully integrated workflows to dental labs and practices with expertise in restorative dentistry, implantology, guided surgery, and smile design to strengthen our digital platform and extend our digital dental solutions towards fully interdisciplinary end-to-end workflows

•Virtual Solutions. The launch of Invisalign Virtual Appointment and Invisalign Virtual Care, two continuity of care virtual solutions that offer practice and care transformation to doctors by enabling a range of remote practice services for their patients such as video appointments and care and treatment progress reviews and communications

•Software Launches. The launch of ClinCheck 6.0 Pro Software, the latest release of our proprietary 3D treatment planning software showing the planned tooth movements throughout a patient's Invisalign treatment, making it more broadly available to doctors on multiple devices at any time via the cloud. ClinCheck Pro 6.0 software also includes the ClinCheck "In-Face" Visualization tool, enhancing the digital treatment planning experience for doctors and their patients

•Clear Aligner Innovations. The introduction of Invisalign G8 with SmartForce Aligner Activation; a clear aligner biomechanical innovation that allows doctors to more predictably treat crowding, crossbite and deep bite cases

•Advanced Scanning Technologies. U.S. FDA 510(k) clearance of the iTero Element 5D Imaging System, the first integrated dental imaging system that simultaneously records 3D, intraoral color and near-infrared ("NIRI") imaging and enables comparison over time using the iTero TimeLapse technology. NIRI technology aids in detection and monitoring of interproximal caries lesions above the gingiva without using harmful radiation and provides a new comprehensive approach to clinical applications, workflows and user experience

GOVERNANCE HIGHLIGHTS

We recognize the importance of corporate governance as a component of providing long-term stockholder value. Our Board is responsible for ensuring our governance practices are well-designed and appropriate for our business. We continually

review and update our corporate governance practices to ensure that our policies are aligned with stockholder interests and corporate governance best practices.


Independence						Best Practices
9 of 10 director nominees are independent						Double trigger for all cash compensation arrangements in event of change of control for all members of senior management
Independent Chairman of the Board has strong role with significant governance responsibilities						Significant stock ownership requirements reviewed annually: •CEO - 6x his annual base salary •Other senior management - 3x their annual base salaries •Non-employee directors - $400,000
Separate CEO and Chairman of the Board roles						Independent directors meet regularly without management present
The Audit, Compensation and Nominating and Governance Committees are each wholly comprised of independent directors						Our Insider Trading Policy prohibits all employees and directors from engaging in short-selling, hedging transactions or pledging our securities as collateral for loans

Accountability and Diversity						Risk Oversight
Annual election of all directors						Board oversight of our overall risk management infrastructure
Majority voting in uncontested elections						Committee oversight of certain risks related to each committee's area of responsibility
Annual performance self-evaluations by the Board and committees						The Board, each of its committees and management actively promote a culture to manage risks as part of our corporate strategy and day-to-day operations
Our directors offer a diversity of viewpoints, backgrounds, national origins, and experiences. Currently, three of our 10 director nominees are women						Dedicated Chief Information Security, Data Privacy and Global Compliance and Ethics Officers responsible for enterprise-wide information security strategy, data privacy, and compliance and ethics policies, standards, processes, technologies and their effectiveness
Our Board has delegated oversight responsibility to our Nominating and Governance Committee of our environmental, social and governance (ESG) efforts, including those related to corporate social responsibility and disclosures						We created a Corporate Social Responsibility ("CSR") organization, appointed a full-time dedicated Senior Director of CSR (later promoted to Vice President), established a CSR Committee, and established the pillars of our comprehensive CSR program philosophy

FISCAL 2020 EXECUTIVE COMPENSATION HIGHLIGHTS

Our 2020 senior management compensation program was designed to build upon our outstanding 2019 business and financial performance. We continued the practice of directly tying a substantial portion of the targeted direct compensation of our members of senior management to variable compensation with 92% and 84% of the compensation for our CEO and all of our other named executive officers ("NEOs"), respectively, being variable. Base salary remained the only fixed direct compensation component, as outlined in the following table.

COVID-19 Impact

Due to the uncertainty caused by the COVID-19 pandemic and the impact it was having (and was expected to continue having) on our business performance, including lower than expected sales of our Invisalign clear aligners and iTero intraoral scanners, our Compensation Committee performed a mid-year review and reassessment of our 2020 Annual Cash Incentive Plan ("Bonus Plan") performance goals to determine whether the original metrics and performance goals continued to appropriately incentivize employees. After its review, the Compensation Committee chose to retain the overall program, reset the original annual performance targets under the Bonus Plan and reduce the maximum amount payable to members of senior management. For further details, please see the discussion below under "Executive Summary" of the Compensation Discussion & Analysis starting on page 27 of this proxy statement and the subsection entitled "Impact of the COVID-19 Pandemic on the 2020 Annual Cash Incentive Plan" contained in that section for a further discussion of the mid-year adjustments to our 2020 Bonus Plan performance goals.

Alignment with Stockholder Interest and Company Performance

•Annual cash incentives are capped and subject to challenging performance goals tied to strategic financial goals aimed at increasing stockholder value

•The majority of senior management compensation is equity-based to align incentives with long-term stockholder value, with 100% performance-based MSUs comprising 60% of our CEO's 2020 total target compensation and, on average, 55% of the total target compensation of our other named executive officers

•2020 stockholder outreach extended to holders of more than 71% of our issued and outstanding stock and included the Chairman of our Compensation Committee, our Senior Vice President, Global Human Resources, our Vice President, Corporate Communications and Investor Relations, and a representative of our third party compensation consultant, Compensia

PROPOSAL ONE

ELECTION OF DIRECTORS

Nominees

Our Bylaws provide that our Board of Directors ("Board") will consist of one or more members with the number of directors determined from time to time by resolution of the Board. As of the date of this proxy statement the number of directors is set at 11. On the recommendation of the Nominating and Governance Committee, the Board has nominated the ten persons named below for election at the Annual Meeting, each to serve for a one-year term or until a successor is elected or appointed and qualified. Mr. Thomas M. Prescott, who was our President and CEO immediately prior to Mr. Joseph M. Hogan and who continues to serve as a director, was not nominated to stand for re-election and will be retiring from the Board at the Annual Meeting. As a result, the Board has resolved that effective immediately upon the expiration of Mr. Prescott's term, the size of the Board will be reduced from 11 to 10 directors.


The Board unanimously recommends that you vote "FOR" all of the nominees below
Kevin J. Dallas
Joseph M. Hogan
Joseph Lacob
C. Raymond Larkin, Jr.
George J. Morrow
Anne M. Myong
Andrea L. Saia
Greg J. Santora
Susan E. Siegel
Warren S. Thaler

Information concerning each of the nominees can be found in the pages that follow.

In the event any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by the then current Board to fill the vacancy. As of the date of this proxy statement, we are not aware of any nominee who is unable or will decline to serve as a director.

Our Bylaws state that a director nominee is elected only if she or he receives a majority of the votes cast with respect to her or his election in an uncontested election (that is, the number of shares voted "for" a director nominee must exceed the number of votes cast "against" that nominee). Each of our director nominees is currently serving on the Board. If a nominee is not re-elected, Delaware law provides that the director will continue to serve on the Board as a "holdover director." Under our Bylaws and Corporate Governance Guidelines, each director submits in advance, a contingent, irrevocable resignation that the Board may accept if stockholders do not re-elect the director. In that situation, our Nominating and Governance Committee would make a recommendation to the Board about whether to accept or reject the resignation, or whether to take other action. The Board would act on the Nominating and Governance Committee's recommendation, and publicly disclose its decision and the rationale behind it within 90 days following the date the election results are certified.

You may either vote "For" or "Against" any nominee you specify, or "Abstain" from voting for any nominee. Unless marked otherwise, proxies returned to us will be voted for each of the nominees named below. If you hold your shares through a broker, bank or other nominee holder or record you must instruct your broker, bank or other nominee how to vote your shares so that your vote can be counted for this Proposal 1.

Information Concerning the Nominees


KEVIN J. DALLAS


President & CEO of Wind River Systems, Inc.			Committees:
Age: 57			•Technology
Director since: 2018
Other Current Public Company Boards: None
Board Determination: Independent

Experience:


Company	Current or Last Position or Title	Tenure
Wind River Systems, Inc. a software development company	Current President & CEO; member of the Board	2020 to present
Microsoft Corporation, a software development and solutions company	Corporate Vice President Cloud & AI Business Development	1996-2020
NVIDIA Corporation and National Semiconductor (now Texas Instruments, Inc.)		1996 and earlier

Skills and Qualifications:

•CEO experience and significant leadership roles at large public companies

•Authority in strategic business development in IoT, cloud computing, discrete manufacturing, retail, financial services, media and entertainment and healthcare

•Cybersecurity expertise and of the risks facing worldwide technology companies in the areas of strategy, finance, and operations

•International business experience in European and Middle Eastern markets in roles that included microprocessor design, systems engineering, product management, and end-to-end business leadership

Education:

•B.S.c. degree in Electrical and Electronic Engineering from Staffordshire University, Stoke-on-Trent, Staffordshire, England


JOSEPH M. HOGAN


President & CEO of Align Technology, Inc.			Committees:
Age: 63			•None
Director since: 2015
Other Current Public Company Boards: None
Board Determination: Not Independent

Experience:


Company	Current or Last Position or Title	Tenure
Align Technology, Inc	Current President & CEO; member of the Board	2015 to present
ABB, a global power and automation technologies company	CEO	2008-2013
General Electric (GE) in a variety of executive and management roles, including eight years as CEO of GE Healthcare		2008 and earlier

Skills and Qualifications:

•Significant leadership experience as a CEO and in senior leadership roles at large public companies

•Strategic business, market development and sales acumen

•Successful chief executive with extensive experience in leading the strategic and operational aspects of large and complex, international organizations across multiple industries including healthcare and information technology

•Responsible for Align's operational objectives and serves as an integral connection between the Board and management teams, enabling alignment between the Board's strategic expectations and their implementation and execution

Education:

•M.B.A. from Robert Morris University, Pennsylvania

•B.S. degree in Business and Economics from Geneva College, Pennsylvania


JOSEPH LACOB


Co-Executive Chairman and CEO of The Golden State Warriors			Committees:
Age: 65			•Nominating and Governance (Chair) •Technology
Director since: 1997
Other Current Public Company Boards: None
Board Determination: Independent

Experience:


Company	Current or Last Position or Title	Tenure
The Golden State Warriors of the National Basketball Association	Current CEO and Governor of the Warriors; member of the Board	2010 to present
Kleiner Perkins Caufield & Byers, a venture capital firm	Partner	1987-2018
Cetus Corporation (now Chiron), FHP International, and Booz, Allen & Hamilton		1987 and earlier

Skills and Qualifications:

•Accomplished business leader adept at evaluating and developing strategic opportunities

•Extensive educational training and strategic business evaluation and development in technology, healthcare and life sciences industries

•CEO experience and senior leadership positions with large public and private organizations

•Significant financial and strategic investment and M&A experience with cutting edge medical technologies, including investments in over fifty life science companies in the start-up or incubation phase, over 30 of which were in therapeutic and diagnostic medical device companies

Education:

•M.B.A. from Stanford University, Stanford, California

•Masters in Public Health from the University of California at Los Angeles

•B.S. in Biological Sciences from the University of California at Irvine


C. RAYMOND LARKIN, JR. (CHAIRMAN OF THE BOARD)


Principal of Group Outcome L.L.C.			Committees:
Age: 72			•Nominating and Governance
Director since: 2004
Other Current Public Company Boards: None
Board Determination: Independent

Experience:


Company	Current or Last Position or Title	Tenure
Group Outcome L.LC, a merchant banking firm	Current Principal	2007 to present
Cutlass Capital, a venture capital firm	Venture Partner	2001-2007
Eunoe, Inc., Nellcor Puritan Bennett, Inc., Bentley Laboratories/American Hospital Supply		2007 and earlier
United States Marine Corps, Captain		1970-1975

Skills and Qualifications:

•Long-term CEO and senior leadership experience at large public companies with significant managerial and hands-on operational responsibilities growing companies organically and acquisitively

•Deep knowledge and authority in the medical device and healthcare fields

•Extensive public and private company board experience

•Strong strategic business development and tactical implementation skills

Education:

•B.S. in Industrial Management from LaSalle University


GEORGE J. MORROW


Former EVP & Global Commercial Operations Amgen, Inc.			Committees:
Age: 69			•Compensation (Chair) •Nominating and Governance
Director since: 2006
Other Current Public Company Boards: Neurocrine Biosciences
Board Determination: Independent

Experience:


Company	Current or Last Position or Title	Tenure
Amgen, Inc., a global biotechnology company	Former EVP & Global Commercial Operations Amgen, Inc.; former EVP & Worldwide Sales & Marketing	2001-2011
GlaxoSmithKline Inc. and its subsidiaries, including President and CEO of Glaxo Wellcome, Inc.		1992- 2001

Skills and Qualifications:

•Significant sales, marketing and operational global ownership roles with large publicly traded medical and healthcare technology companies

•Extensive background in medical device regulatory and compliance, financial, and corporate governance

•Expert in growth driven sales compensation strategies and risk mitigation controls

•Accomplished leader with the skills and experience that drive business success

Education:

•M.B.A. from Duke University

•M.S. degree in Biochemistry from Bryn Mawr College

•B.S. degree in Chemistry from Southampton College, Long Island University


ANNE M. MYONG


Former CEO & CFO of Aura Financial LLC			Committees:
Age: 53			•Audit •Compensation
Director since: 2019
Other Current Public Company Boards: None
Board Determination: Independent

Experience:


Company	Current or Last Position or Title	Tenure
Aura Financial LLC, a financial technology and consumer lending company	Former CEO & CFO	2020
Walmart Global eCommerce, a multinational consumer retail and e-commerce corporation	Senior Vice President and Chief Financial Officer, and Senior Vice President, Chief Financial and Administrative Officer of Walmart China Retail	2011-2017
Agilent Technologies China	Vice President and CFO	2006-2011

Skills and Qualifications:

•CEO experience and senior leadership positions at large public companies

•Extensive experience in global operations, finance and digital transformation with a unique expertise in international key markets

•Former multinational corporation CFO with a deep understanding of financial reporting and organizational risks, controls and monitoring

•Authority in consumer products and e-commerce along with developing and delivering industry transforming technology and innovations

Education:

•M.B.A. degree from Harvard Business School

•B.B.A. degree in Computer Information Systems from James Madison University


ANDREA L. SAIA


Former Global Head of Vision Care, Novartis AG.			Committees:
Age: 63			•Audit •Compensation •Technology
Director since: 2013
Other Current Public Company Boards: LivaNova PLC and Outset Medical, Inc.
Board Determination: Independent

Experience:


Company	Current or Last Position or Title	Tenure
Alcon, a division of Novartis AG, a global healthcare solution provider	Former Global Head of Vision Care	2011-2012
CibaVision Corporation, a subsidiary of Novartis	President and Chief Executive Officer; member of the Board	2008-2011
CibaVision Corporation, a subsidiary of Novartis	President of Europe, Middle East, and Africa operations	2005-2007
CibaVision Corporation, a subsidiary of Novartis	Global Head of Marketing, promoted to President of the Global Lens Business	2002-2005
GCG Partners Inc., Procter & Gamble, Unilever, and Revlon		2002 and earlier

Recent Public Board Experience:


•Coca-Cola Enterprises, Inc.

Skills and Qualifications:

•Successful CEO with additional senior leadership positions at large public companies

•Accomplished global business executive with over 30 years of experience in the medical technology and consumer products industries with multinational companies

•Extensive global sales and marketing and strategic business development experience

•Significant board experience with multinational and other public companies

Education:

•B.S. degree in Business Administration from Miami University

•M.B.A. degree from J.L. Kellogg Graduate School of Business


GREG J. SANTORA


Former CFO of Shopping.com			Committees:
Age: 69			•Audit (Chair) •Compensation
Director since: 2003
Other Current Public Company Boards: None
Board Determination: Independent

Experience:


Company	Current or Last Position or Title	Tenure
Shopping.com, a provider of Internet-based comparison-shopping resources	Former CFO; member of the Board	2003-2005
Intuit Inc., a provider of small business and personal finance software	CFO and Senior VP	1997-2002
Apple Computer, a global provider of personal and commercial business hardware and software	Senior Financial positions including Senior Finance Director of Apple Americas and Senior Director of Internal Consulting and Audit	1984-1997
Arthur Andersen LLP		1974 and earlier

Recent Public Board Experience:


•RetailMeNot, Inc.

Skills and Qualifications:

•A CPA with over 35 years of large public company CFO and major audit firm senior leadership positions

•Authority in e-commerce and financial software, accounting and finance

•Expert in compliance, financial reporting and audits

•Extensive insight and perspective into current risk identification, internal control development and risk mitigation best practices

Education:

•M.B.A. from San Jose State University

•B.S. degree in Accounting from the University of Illinois


SUSAN E. SIEGEL


Former Chief Innovation Officer of General Electric Company			Committees:
Age: 60			•Nominating and Governance •Technology
Director since: 2017
Other Current Public Company Boards: Illumina, Inc., Nevro, Inc.
Board Determination: Independent

Experience:


Company	Current or Last Position or Title	Tenure
General Electric and GE Business Innovations, respectively, a global digital and industrial solutions provider	Former Chief Innovation Officer and former Chief Executive Officer, respectively	2017 to 2019
GE Ventures, a venture capital subsidiary of General Electric	CEO	2012-2017
Mohr Davidow Ventures, a healthcare and life science investment firm	VC General Partner	2006-2012
Affymetrix, Inc., a DNA microarray products provider	President and member of the board of directors	1998-2006

Skills and Qualifications:

•Extensive experience identifying, funding, pioneering and implementing industry-shifting ideas in the life sciences, biomedical research and healthcare industries for more than three decades

•Over 20 years serving on the boards of fast growth health and life sciences companies

•CEO with extensive business strategy, market building, finance, M&A, bioethical and entity risk management experience

•Authority in Venture Capital, Healthcare and Life Sciences/Strategy, Operations, M&A

•A successful builder of high functioning leadership and organizational teams

Education:

•B.S. in Biology from the University of Puerto Rico

•M.S. in Biochemistry and Molecular Biology from Boston University Medical School

SEC Form DEF 14A filed by Align Technology, Inc.