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ALIGN TECHNOLOGY INC

For the period ended Dec 31, 2024. Filed Apr 8, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2024 · Filed Apr 8, 2025

ALGN$166.00+4.2%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ý

Filed by a party other than the Registrant ¨

Check the appropriate box:

¨ 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

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):

ý No fee required

¨ Fee paid previously with preliminary materials

¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

TABLE OF CONTENTS
LETTER TO OUR STOCKHOLDERSiv
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERSvii
PROXY STATEMENT SUMMARY1
Voting Roadmap2
Our Business3
2024 Performance Highlights3
Governance Highlights6
Director Highlights7
Fiscal Year 2024 Executive Compensation Highlights8
CORPORATE GOVERNANCE10
Strong Corporate Governance Policies and Practices11
Key Policies12
Board Structure and Independence13
Role of Our Board13
Board Risk Oversight13
Risk Oversight Program14
Committee Responsibilities and Oversight15
Annual Committee and Board Evaluations20
Board Meetings20
Stockholder Communications with our Board20
STOCKHOLDER ENGAGEMENT21
Stockholder Outreach and Engagement22
Meaningful Compensation and Governance Changes Reflects Stockholder Feedback23
CORPORATE SOCIAL RESPONSIBILITY24
Accountability and Governance26
Sustainability27
Employees29
Community31
DIRECTORS33
Board Composition and Refreshment35
Director Nominees38
Summary of Director Experience, Skills and Attributes48
DIRECTOR COMPENSATION49
Cash Compensation50
Equity Compensation50
Total Compensation51
EXECUTIVE COMPENSATION – COMPENSATION DISCUSSION AND ANALYSIS52
Named Executive Officers53
Executive Summary54
Our Executive Compensation Program56
How We Implement and Manage Our Executive Compensation Program60
Principal Elements of Executive Compensation64
Severance and Change of Control Arrangements72
2024 Stockholder Say-on-Pay Vote Results73
Compensation and Human Capital Committee Report74
COMPENSATION TABLES75
Summary Compensation Table for Fiscal Year 202476
Grants of Plan-Based Awards for Fiscal Year 202478
Outstanding Equity Awards at Fiscal 2024 Year End81
Option Exercises and Stock Vested During Fiscal Year 202483
Potential Payments Upon Termination or Change of Control84
CEO Pay Ratio90

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Pay Versus Performance91
AUDIT COMMITTEE97
Our Auditor98
Report of the Audit Committee99
SECURITY OWNERSHIP AND RELATED PARTY TRANSACTIONS100
Security Ownership of Certain Beneficial Owners and Management101
Certain Relationships and Related Party Transactions102
PROPOSALS103
Proposal 1: Election of Directors104
Proposal 2: Advisory Vote to Approve the Compensation of our Named Executive Officers105
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm106
Proposal 4: Replacement of Supermajority Provisions in our Charter with a Simple Majority Vote107
Proposal 5: Approval of an Amendment to the Align Technology, Inc. 2005 Incentive Plan109
Equity Compensation Plan Information120
Proposal 6: Advisory Vote to Allow Stockholders Owning 25% of our Stock to Call a Special Meeting121
Proposal 7: Support for Shareholder Ability to Call for a Special Shareholder Meeting124
GENERAL INFORMATION127
VIRTUAL ANNUAL MEETING INFORMATION129
VOTING INFORMATION130
ADDITIONAL INFORMATION136
OTHER MATTERS137
Appendix A (Amended and Restated Certificate of Incorporation)138
Appendix B (Amendment to 2005 Incentive Plan)143

Cautionary Note Regarding Forward-Looking Statements

In addition to historical information, this proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements include, among other things, our strategies and financial performance; our development of new and existing products and technologies; and other statements that are not historical fact. These statements may contain words such as “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “may,” “opportunity,” “plan,” “project,” “should,” “strategy,” “will,” “will be,” “will continue,” “will likely result,” “would” and similar expressions.

These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in particular, the risks discussed in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange Commission on February 28, 2025.

We undertake no obligation to revise or update these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Unless otherwise expressly stated or context requires otherwise, information in this proxy statement is as of April 8, 2025.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.