ALIGN TECHNOLOGY INC
For the period ended Dec 31, 2024. Filed Apr 8, 2025.
View on SEC.govAbout this filing
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
Contents
Cover page
Show cover page
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 STOCKHOLDERS | iv |
| NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS | vii |
| PROXY STATEMENT SUMMARY | 1 |
| Voting Roadmap | 2 |
| Our Business | 3 |
| 2024 Performance Highlights | 3 |
| Governance Highlights | 6 |
| Director Highlights | 7 |
| Fiscal Year 2024 Executive Compensation Highlights | 8 |
| CORPORATE GOVERNANCE | 10 |
| Strong Corporate Governance Policies and Practices | 11 |
| Key Policies | 12 |
| Board Structure and Independence | 13 |
| Role of Our Board | 13 |
| Board Risk Oversight | 13 |
| Risk Oversight Program | 14 |
| Committee Responsibilities and Oversight | 15 |
| Annual Committee and Board Evaluations | 20 |
| Board Meetings | 20 |
| Stockholder Communications with our Board | 20 |
| STOCKHOLDER ENGAGEMENT | 21 |
| Stockholder Outreach and Engagement | 22 |
| Meaningful Compensation and Governance Changes Reflects Stockholder Feedback | 23 |
| CORPORATE SOCIAL RESPONSIBILITY | 24 |
| Accountability and Governance | 26 |
| Sustainability | 27 |
| Employees | 29 |
| Community | 31 |
| DIRECTORS | 33 |
| Board Composition and Refreshment | 35 |
| Director Nominees | 38 |
| Summary of Director Experience, Skills and Attributes | 48 |
| DIRECTOR COMPENSATION | 49 |
| Cash Compensation | 50 |
| Equity Compensation | 50 |
| Total Compensation | 51 |
| EXECUTIVE COMPENSATION – COMPENSATION DISCUSSION AND ANALYSIS | 52 |
| Named Executive Officers | 53 |
| Executive Summary | 54 |
| Our Executive Compensation Program | 56 |
| How We Implement and Manage Our Executive Compensation Program | 60 |
| Principal Elements of Executive Compensation | 64 |
| Severance and Change of Control Arrangements | 72 |
| 2024 Stockholder Say-on-Pay Vote Results | 73 |
| Compensation and Human Capital Committee Report | 74 |
| COMPENSATION TABLES | 75 |
| Summary Compensation Table for Fiscal Year 2024 | 76 |
| Grants of Plan-Based Awards for Fiscal Year 2024 | 78 |
| Outstanding Equity Awards at Fiscal 2024 Year End | 81 |
| Option Exercises and Stock Vested During Fiscal Year 2024 | 83 |
| Potential Payments Upon Termination or Change of Control | 84 |
| CEO Pay Ratio | 90 |
ii
| Pay Versus Performance | 91 | |
|---|---|---|
| AUDIT COMMITTEE | 97 | |
| Our Auditor | 98 | |
| Report of the Audit Committee | 99 | |
| SECURITY OWNERSHIP AND RELATED PARTY TRANSACTIONS | 100 | |
| Security Ownership of Certain Beneficial Owners and Management | 101 | |
| Certain Relationships and Related Party Transactions | 102 | |
| PROPOSALS | 103 | |
| Proposal 1: Election of Directors | 104 | |
| Proposal 2: Advisory Vote to Approve the Compensation of our Named Executive Officers | 105 | |
| Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm | 106 | |
| Proposal 4: Replacement of Supermajority Provisions in our Charter with a Simple Majority Vote | 107 | |
| Proposal 5: Approval of an Amendment to the Align Technology, Inc. 2005 Incentive Plan | 109 | |
| Equity Compensation Plan Information | 120 | |
| Proposal 6: Advisory Vote to Allow Stockholders Owning 25% of our Stock to Call a Special Meeting | 121 | |
| Proposal 7: Support for Shareholder Ability to Call for a Special Shareholder Meeting | 124 | |
| GENERAL INFORMATION | 127 | |
| VIRTUAL ANNUAL MEETING INFORMATION | 129 | |
| VOTING INFORMATION | 130 | |
| ADDITIONAL INFORMATION | 136 | |
| OTHER MATTERS | 137 | |
| 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.
iii
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.