DEF 14A of Align Technology Inc, Apr 9, 2024

DEF 14A of Align Technology Inc

Filed Apr 9, 2024 · FY20230001097149-24-000018

Open on EDGAR

  1. Directors

    Directors Board Composition and Refreshment Director Nominees Board Diversity Matrix

  2. Directors

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  3. Directors

    | Directors |

  4. Directors

    Our Board consists of a diverse group of highly qualified leaders in their respective fields, all of whom have senior leadership experience at large domestic and multinational companies. In these positions, they have gained significant and diverse management experience, including strategic and financial planning, public company financial reporting, compliance, risk management, and leadership development. They also have in-depth public company experience serving as executive officers, or on boards of directors and board committees, and have a robust understanding of corporate governance practices and trends. Our Board and Nominating and Governance Committee believes the skills, qualities, attributes, and experiences of our directors provide us with business acumen and a diverse range of perspectives to effectively address our evolving needs and represent the best interests of our stockholders.

  5. Directors

    | Board Composition and Refreshment |

  6. Directors

    Our Board considers its composition and refreshment annually and our Nominating and Governance Committee is tasked with managing succession planning and recruitment.

  7. Qualifications and Diversity

    Qualifications and Diversity Our Nominating and Governance Committee has specified the following minimum qualifications it believes must be met by a nominee for a position on our Board: •the highest personal and professional ethics and integrity; •proven achievement and competence in the nominee's field and the ability to exercise sound business judgment; •skills and experience that are complementary to those of the existing directors; •the ability to assist and support management and make significant contributions to our success; and •an understanding of the fiduciary responsibilities required of a member of our Board, including care, loyalty, and good faith along, with the commitment of time and energy necessary to diligently seek out, oversee and make decisions consistent with those responsibilities. Our Board seeks directors who represent a mix of backgrounds, skills, and experiences, including candidates of diverse gender, race and ethnicity, that will enhance the quality of deliberations and decisions. Moreover, our directors have diverse business and professional backgrounds, including experience in finance and accounting, venture capital, medical device, consumer products, technology, cybersecurity, brand management and international sales, marketing and operations. Such diversity considerations are discussed by our Nominating and Governance Committee in connection with the general qualifications of each potential nominee.

  8. Identifying Nominees

    Identifying Nominees Our Nominating and Governance Committee considers candidates for Board membership suggested by our Board, executive management and stockholders. Our Nominating and Governance Committee also periodically retains third-party executive search firms to identify independent director candidates. In 2023, our Nominating and Governance Committee retained a third-party executive search firm to assist with the identification and evaluation of potential independent director candidates following the end of terms for two Board members not standing for re-election at the 2023 Annual Meeting. In considering candidates for director nominees, our Nominating and Governance Committee generally assembles information regarding a candidate's background and qualifications. Our Nominating and Governance Committee, in its discretion, may designate one or more of its members to interview any candidate. In addition, our Nominating and Governance Committee may seek input from executive management or other members of our Board, who may interview any candidate. Our Nominating and Governance Committee recommends nominees on its assessment of the backgrounds, experiences and overall suitability to serve on our Board in accordance with our policy regarding nominations and qualifications of directors.

  9. Identifying Nominees

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  10. Identifying Nominees

    Under our Guidelines, our Nominating and Governance Committee considers candidate recommendations from stockholders holding at least 1% of the total outstanding shares of our common stock continuously for at least 12 months prior to the date they submit their recommendation. Our Nominating and Governance Committee will consider persons recommended by our stockholders in the same manner as nominees recommended by our Board, individual board members or executive management. A stockholder may also nominate a person directly for election to our Board at an annual meeting of our stockholders provided their proposal meets the requirements set forth in our Bylaws and the rules and regulations of the SEC related to stockholder proposals. Pursuant to our proxy access provisions, a stockholder (or a group of not more than 20 stockholders) holding at least 3% of our outstanding common stock continuously for at least three years is entitled to nominate and include in our proxy materials director nominees constituting up to the greater of two individuals or 20% of our Board, provided that the nominating stockholder(s) and the nominee(s) satisfy the requirements specified in our bylaws, including providing us with advance notice of the nomination and other ownership requirements. The required notice must include the information and documents set forth in the bylaws and, with respect to our 2025 annual meeting of stockholders, must be provided to the Corporate Secretary at the address listed above between November 10, 2024 and December 10, 2024. Any notice of director nomination submitted to Align other than as described above must include the additional information required by Rule 14a-19(b) under the Exchange Act. The process for properly submitting a stockholder proposal, including a proposal to nominate a person for election to our Board at an annual meeting, is described below in the answer to the question, "Is there any information that I should know regarding future annual meetings?"

  11. Board Refreshment

    Board Refreshment In 2023, our Board added two new independent directors, and since 2017 it has added five new independent directors, each of whom has brought valuable and diverse backgrounds and perspectives to our Board overall. Moreover, since 2021, three longer-tenured directors have rotated off the Board. As an innovative technology company in the highly regulated medical device industry, our directors bring considerable experience overseeing sales and marketing, operations, finance and accounting, research and development, legal, regulatory and compliance and corporate governance, all practices essential to our success. Our refreshment process reflects a balanced approach that allows us to benefit from our valued tenured members who know and understand our company, while also seeking new members with experiences that add future value. We are committed to maintaining a Board that blends a diversity of backgrounds with strategic expertise in varying fields and who offer perspectives in areas key to our mission, vision and strategic growth and expansion of our business into key domestic and international markets, including technology, cybersecurity, healthcare, life sciences, medical devices, e-commerce, consumer products and manufacturing.

  12. Board Refreshment

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  13. Board Refreshment

    | Director Nominees |

  14. Board Refreshment

    | | Kevin T. Conroy | | | | Age: 58 Director Since: 2023 Roles: Independent Director Committees: Compensation and Human Capital Committee | | Experience: 2009 - Present 2005 - 2008 2004 - 2005 Prior | CEO and Chairman of the Board (2014), Exact Sciences Corp. (molecular diagnostics company) President and CEO, Third Wave Technologies, Inc. (molecular diagnostics company) General Counsel, Third Wave Technologies, Inc. (molecular diagnostics company) Various Leadership Positions at GE Healthcare (medical technology company) | | | | Other Board Positions Adaptive Biotechnologies Corporation (2019-2023) Epizyme, Inc. (2017-2022) CM Life Sciences II Inc. (2021) SomaLogic, Inc. (2021) Arya Sciences Acquisition Corp. (2018-2020) Notable Experience and Key Board Contributions •Mr. Conroy has extensive experience creating stockholder value as a business, legal, corporate strategy, and executive leader and has significant experience in the healthcare and the molecular diagnostics industries. •At Exact Sciences, Mr. Conroy has developed Cologuard and the company has grown to $2.5B in revenue while serving 4 million patients. •At Third Wave, Mr. Conroy developed and brought a novel cervical cancer screening test, Cervista, to patients. Education B.S. in Electrical Engineering from Michigan State University J.D. from the University of Michigan Law School | |

  15. Board Refreshment

    | | Kevin J. Dallas | | | | Age: 60 Director Since: 2018 Roles: Independent Director Chair of Technology Committee Committees: Technology Committee; Audit Committee | | Experience: 2023 - Present 2020 - 2022 1996 - 2020 Prior | CEO, EnterpriseDB Corporation (software company) CEO, Wind River Systems, Inc. (software company) Corporate Vice President, Cloud & AI Business Development, Microsoft (software company) Various Positions, NVIDIA Corporation (technology company) Various Positions, NVIDIA Corporation and National Semiconductor, now Texas Instruments Inc. (technology company) | | | | Notable Experience and Key Board Contributions •Mr. Dallas brings more than 25 years of experience driving digital innovation and growth at technology companies and expertise in the digital transformation of customers and partners. •At Microsoft, Mr. Dallas enabled the digital transformation of customers and partners across a range of industries including: connected/autonomous vehicles, industrial IoT, discrete manufacturing, retail, financial services, media and entertainment, and healthcare. Education B.S.c. in Electrical and Electronic Engineering from Staffordshire University | |

  16. Board Refreshment

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  17. Board Refreshment

    | | Joseph M. Hogan | | | | Age: 66 Director Since: 2015 Roles: Director, President and CEO of Align Technology, Inc. | | Experience: 2015 - Present Prior | President and CEO, Align Technology Inc. (dental technology company) CEO, ABB at Cutlass Capital (technology company) Various Positions including CEO of GE Healthcare, General Electric (a medical technology company) | | | | Other Board Positions Supervisory Board of avateramedical N.V. (2019-2021) Notable Experience and Key Board Contributions •At Align, Mr. Hogan has overseen significant financial and operating performance over the last eight years. •Mr. Hogan is a proven leader serving as an integral connection between our board of directors and management. He brings to Align significant leadership experience from large public companies, with strategic business, market development and sales acumen, and expertise in strategic and operational aspects of complex, international organizations. •During his five years at ABB, Mr. Hogan oversaw a 25% increase in revenues. •As CEO of GE Healthcare, Mr. Hogan drove significant geographic and market portfolio expansion and more than doubled revenues from $7 billion to $16 billion. Education B.S. in Business and Economics from Geneva College M.B.A. from Robert Morris University | |

  18. Board Refreshment

    | | Joseph Lacob | | | | Age: 68 Director Since: 1997 Roles: Independent Director Chair of Nominating and Governance Committee Committees: Nominating and Governance Committee; Technology Committee | | Experience: 2010 - Present 1987 - 2010 Prior | Governor, Co-Executive Chairman and CEO, Golden State Warriors (basketball team) and Golden State WNBA (basketball team) Partner, Kleiner Perkins Caufield & Byers (venture capital firm) Various Positions, Cetus Corporation, now Chiron Corporation (biotechnology company) Various Positions, FHP International (health maintenance organization) Various Positions, Booz, Allen & Hamilton (consulting firm) | | | | Other Board Positions Golden State Warriors (2010-present) NeuroPace, Inc. (1997-present) Orexigen Therapeutics, Inc. (2004-2012) Notable Experience and Key Board Contributions •Mr. Lacob brings expertise in evaluating and developing strategic opportunities, specifically in the technology, healthcare and life sciences industries. •Mr. Lacob also has significant consumer marketing, financial, strategic investment and mergers and acquisition experience. •Mr. Lacob was closely involved with KPCB's investments in more than 50 life science companies, including the startup or incubation of a dozen ventures, and with KPCB's medical technology practice, which includes more than 30 therapeutic and diagnostic medical device companies. Education B.S. in Biological Sciences from the University of California at Irvine Masters in public health from the University of California at Los Angeles M.B.A. from Stanford University | |

  19. Board Refreshment

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  20. Board Refreshment

    | | C. Raymond Larkin, Jr. | | | | Age: 75 Director Since: 2004 Roles: Independent Director Chairman of the Board Committees: Nominating and Governance Committee | | Experience: 1999 - 2010 2003 - 2007 Prior | Principal, Group Outcome L.L.C. (merchant banking) CEO, Eunoe, Inc. (medical device company) Venture Partner, Venture Partner at Cutlass Capital (venture capital firm) President and CEO, Nellcor Puritan Bennett, Inc. (respiratory products companies) | | | | Other Board Positions Shockwave Medical, Inc., Chair (2019-present) Neuropace (2008-2019) Heartware, Inc., Chair (2008-2018) Reva Medical, Inc., Chair (2008-2018) Notable Experience and Key Board Contributions •Mr. Larkin brings significant leadership experience at large public companies, a deep knowledge and authority in the medical device and healthcare fields, extensive public and private company board experience, and strong strategic business development and tactical implementation skills. •Mr. Larkin has unique experience with the growth and maturation of a medical device company. He grew Nellcor to nearly $1 billion in revenues through the development and introduction of pulse oximetry into worldwide use for patient safety monitoring, setting the standard of care for the respiratory-impaired patient. •Mr. Larkin served in the United States Marine Corps, rising to the level of Captain. Education B.S. in Industrial Management from LaSalle University | |

  21. Board Refreshment

    | | George J. Morrow | | | | Age: 72 Director Since: 2006 Roles: Independent Director Chair of Compensation and Human Capital Committee Committees: Nominating and Governance Committee; Compensation and Human Capital Committee | | Experience: 2003 - 2011 2001 - 2003 Prior | Executive Vice President, Global Commercial Operations, Amgen Inc. (biotechnology company) Executive Vice President of Worldwide Sales and Marketing, Amgen Inc. (biotechnology company) Various Positions including President and Chief Executive Officer of Glaxo Wellcome Inc., GlaxoSmithKline Inc. (biopharma company) | | | | Other Board Positions Neurocrine Biosciences, Inc. (2015-present) Vical, Inc. (2012-2019) Otonomy, Inc. (2015-2018) Human Genome Sciences, Inc. Glaxo Wellcome, Inc. Safeway, Inc. National Commerce Bank Notable Experience and Key Board Contributions •Mr. Morrow brings significant leadership experience in sales, marketing and operational global ownership, a valuable understanding of medical device regulatory and compliance, financial, and corporate governance, and expertise in growth driven sales compensation strategies and risk mitigation controls. •As Executive Vice President of Amgen, Mr. Morrow oversaw all commercial functions for Amgen's broad spectrum of products in more than 50 countries. Education B.S. in Chemistry from Southampton College, Long Island University M.B.A. from Duke University M.S. in Biochemistry from Bryn Mawr College | |

  22. Board Refreshment

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  23. Board Refreshment

    | | Anne M. Myong | | | | Age: 56 Director Since: 2019 Roles: Independent Director Chair of Audit Committee Committees: Audit Committee; Compensation and Human Capital Committee | | Experience: 2021 - 2023 2020 - 2021 2014 - 2017 2011 - 2014 Prior | President, Amyris, Inc. (biotechnology company) Chief Executive Officer and Chief Financial Officer, Aura Financial (financial services company) Senior Vice President and Chief Financial Officer, Walmart Global eCommerce (eCommerce segment of retail corporation) Senior Vice President, Chief Financial and Administrative Officer, Walmart China Retail (retail corporation) Vice President and Chief Financial Officer, Agilent Technologies China (life science software and supplies company) | | | | Other Board Positions Goodwill Industries International, Inc. (2016-2022) Notable Experience and Key Board Contributions •Ms. Myong brings extensive experience in global operations, finance and accounting with a unique knowledge of international markets, a deep understanding of financial reporting and organizational risks, controls and monitoring, and expertise in consumer products, omnichannel retailing, digital marketing, and scaling industry-transforming innovations. •As Senior Vice President and Chief Financial Officer of Walmart Global eCommerce, Ms. Myong accelerated the growth, profitability, and digital transformation of Walmart’s retail and e-commerce operations in the United States, China, and Brazil. Education B.B.A. in Computer Information Systems from James Madison University M.B.A. from Harvard Business School | |

  24. Board Refreshment

    | | Mojdeh Poul | | | | Age: 61 Director Since: 2023 Roles: Independent Director Committees: Audit Committee | | Experience: 2019 - 2022 2011 - 2018 2005 - 2011 Prior | Executive Vice President and Group President, 3M Healthcare Business Group (global healthcare products company) Various Global Executive Leadership Positions, 3M Healthcare Business Group (global healthcare solutions company) and 3M (diversified global company) Various Global Business Leadership Positions, Medtronic (global medical technology company) Various Marketing Leadership Positions, ev3 (medical device company) Various Global Marketing Leadership Positions, Medtronic (global medical technology company) Various Global Marketing Leadership Positions, Boston Scientific (global medical technology company) Various Management Positions, Teleflex Medical (global medical device company) Various Engineering Positions, GE Plastics (global engineering plastics company) | | | | Other Board Positions iRhythm Technologies (2023-present) CeramTec Advisory Committee (2022 – Present) Stanley Black and Decker (2021-present) Notable Experience and Key Board Contributions •Ms. Poul has 27 years of experience in various segments of the healthcare industry. She has a proven track record of delivering business growth and performance though portfolio transformation, value-creating innovation, and impactful capital allocation. •Ms. Poul has deep expertise in corporate strategy, mergers and acquisitions, global profit and loss and operations management, and commercial excellence. Education M.B.A. from the University of North Carolina, Chapel Hill Masters in Mechanical Engineering from the University of Louisville B.S. in Mechanical Engineering from the University of Louisville | |

  25. Board Refreshment

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  26. Board Refreshment

    | | Andrea L. Saia | | | | Age: 66 Director Since: 2013 Roles: Independent Director Committees: Compensation and Human Capital Committee; Audit Committee; Technology Committee | | Experience: 2011 - 2012 2008 - 2011 2002 - 2008 Prior | Global Head of Alcon Vision Care, Novartis AG (pharmaceutical company) President and CEO, CibaVision Corporation, (contact lens company) Various Positions including President of Europe, Middle East, and Africa, President of the Global Lens Business and Global Head of Marketing, CibaVision Corporation (contact lens company) Various Positions, Unilever (consumer goods company) Various Positions, Procter & Gamble (consumer goods company) Various Positions, Revlon (beauty supply company) | | | | Other Board Positions Outset Medical, Inc. (2021-present) LivaNova PLC (2016-2023) Coca-Cola Enterprises, Inc. (2012-2016) Notable Experience and Key Board Contributions •Ms. Saia brings 40 years of global experience within the healthcare, medical device and consumer products industries and expertise in global sales and marketing and strategic business development. •Ms. Saia has worked with technologically driven companies dedicated to developing new solutions that significantly improve the health and well-being of consumers. Education B.S. in Business Administration from Miami University M.B.A. from J.L. Kellogg Graduate School of Business | |

  27. Board Refreshment

    | 36 | |

  28. Board Refreshment

    | | Susan E. Siegel | | | | Age: 63 Director Since: 2017 Roles: Independent Director Committees: Nominating and Governance Committee; Technology Committee | | Experience: 2017 - 2019 2012 - 2017 Prior | Chief Innovation Officer, GE (conglomerate company) CEO, GE Ventures and Licensing (conglomerate company) General Partner, Mohr Davidow Ventures (multidisciplinary investment firm; Ms. Siegel focused investments in personalized medicine, life sciences and digital health) Director and President, Affymetrix (genomics company) | | | | Other Board Positions Illumina, Inc. (2019 - present) Nevro Corporation (2020 - present) The Engine (2016 - 2020), Chair (2020 - present) KFF (formerly Kaiser Family Foundation) (2019 - present) National Venture Capital Association (2012 - 2016) Pacific Biosciences, Inc. (2006 - 2013) Tech Interactive (2003 - 2007) Affymetrix (2000 - 2006) Notable Experience and Key Board Contributions •Ms. Siegel brings extensive experience in identifying, funding, pioneering, and implementing industry-shifting innovations in the life sciences, biomedical research, and healthcare industries. •Ms. Siegel led Affymetrix, one of the fastest growing genomics companies of its time. She led it from a pre-revenue startup to a multi-billion dollar publicly listed company that helped shape the emerging genomics industry, including addressing the bioethical issues of its day. •Ms. Siegel has been recognized in Fortune’s “34 Leaders Who Are Changing Health Care,” as one of “The 100 Most Influential Women in Silicon Valley,” “Fierce Biotech’s Top 10 Women in Medical Devices,” and was awarded the “Lifetime Achievement Award” by Global Corporate Venture in 2020. She is an Aspen Institute Henry Crown Fellow and is a featured “Multiplier” in the bestselling book: “Multipliers: How the Best Leaders Make Everyone Smarter.” Education B.S. in Biology from the University of Puerto Rico M.S. in Biochemistry and Molecular Biology from Boston University Medical School. | |

  29. Board Refreshment

    There are no family relationships between any director and any of our executive officers.

  30. Board Refreshment

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  31. Board Refreshment

    | Board Diversity Matrix |

  32. Board Refreshment

    The following matrix is provided to illustrate the demographic diversity and tenure distribution of the members that serve on our Board as of March 25, 2024:

  33. Board Refreshment

    | | Kevin Conroy | Kevin Dallas | Joseph Hogan | Joseph Lacob | Raymond Larkin | George Morrow | Anne Myong | Mojdeh Poul | Andrea Saia | Susan Siegel | | Part I: Gender Identity | | | | | | | | | | | | Male | ● | ● | ● | ● | ● | ● | | | | | | Female | | | | | | | ● | ● | ● | ● | | Non-Binary | | | | | | | | | | | | Did Not Disclose Gender | | | | | | | | | | | | Part II: Demographic Information | | | | | | | | | | | | African American or Black | | ● | | | | | | | | | | Alaskan Native or Native American | | | | | | | | | | | | Asian | | | | | | | ● | | | ● | | Hispanic or Latino | | | | | | | | | | | | Native Hawaiian or Pacific Islander | | | | | | | | | | | | White or Caucasian | ● | | ● | ● | ● | ● | | ● | ● | | | Two or More Races or Ethnicities | | | | | | | | | | | | LGBTQ+ | | | | | | | | | | | | Did Not Disclose Demographic Information | | | | | | | | | | | | Tenure | | | | | | | | | | | | 0-7 Years | ● | ● | | | | | ● | ● | | ● | | 8-15 Years | | | ● | | | | | | ● | | | 16+ Years | | | | ● | ● | ● | | | | |

  34. Board Refreshment

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  35. Director Compensation

    Director Compensation Cash Compensation Equity Compensation Total Compensation

  36. Director Compensation

    | 39 | |

  37. Director Compensation

    | Director Compensation |

  38. Director Compensation

    Our director compensation program is designed both to attract and fairly compensate highly qualified, non-employee directors to represent and act in the best interests of our stockholders, employees, and the communities we serve. For the purpose of determining non-employee director compensation for 2023, our Compensation and Human Capital Committee engaged Compensia, an independent third party consulting firm that specializes in analyzing compensation practices and trends, to evaluate the competitiveness of our program. As part of its analysis for 2023, our Compensation and Human Capital Committee considered the following: •the corporate governance environment as well as recent trends and developments relating to director compensation; •amounts payable under, and the various components of, our director compensation program; and •the aggregate director compensation cost, in comparison to boards of directors of the same group of peer companies used in determining executive management compensation1. Following its review, the Compensation and Human Capital Committee determined that our non-employee director compensation practices continued to be, in aggregate, generally aligned with market norms and emerging best practices and, as such, no changes were necessary for our 2023 non-employee director compensation program.

  39. Director Compensation

    | Cash Compensation |

  40. Director Compensation

    Our 2023 non-employee directors cash compensation program was as follows and paid in quarterly installments:

  41. Director Compensation

    | Description | Current Fee | | Annual Retainer for Board Membership (other than the Chair of our Board) | $50,000 | | Annual Retainer for membership on the Compensation and Human Capital Committee and the Audit Committee (other than the Chairs of each) | $13,500 | | Annual Retainer for Chairs of the Compensation and Human Capital Committee and the Audit Committee | $27,000 | | Annual Retainer for membership on the Nominating and Governance Committee (other than the Chair) and the Technology Committee | $5,000 | | Annual Retainer for the Chair of Nominating and Governance Committee | $10,000 | | Annual Retainer for the Chair of our Board (1) | $100,000 |

  42. Director Compensation

    (1)The Chair of our Board is not compensated for membership on any committee.

  43. Director Compensation

    | Equity Compensation |

  44. Director Compensation

    In March 2023, our Compensation and Human Capital Committee approved an annual equity grant of RSUs to our then-current board members (other than the Chair of our Board, Mr. Larkin) having a long-term incentive value equivalent to $300,000. For Mr. Larkin's additional responsibilities as Chair of our Board, the Compensation and Human Capital Committee approved an annual RSU grant of $400,000. The actual number of shares under the RSU awards was calculated using the closing price of our common stock on the date of our 2023 annual meeting of stockholders. Accordingly, on May 17, 2023, each non-employee director other than Mr. Larkin was granted 1,029 RSUs and Mr. Larkin was granted 1,372 RSUs based on the closing per share price of our common stock on that date of $291.36. Each of these RSU awards vests 100% upon the earlier of (i) the one-year anniversary of the grant 1 For further details on our peer group, see the discussion of our "How We Determine Compensation" in the Compensation Discussion and Analysis section below)

  45. Director Compensation

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  46. Director Compensation

    date or (ii) the date of the next annual meeting of stockholders following the grant date. Assuming the continued service of each non-employee director, each of these equity awards are expected to fully vest on May 17, 2024. Mr. Conroy and Ms. Poul, both of whom joined our Board on December 5, 2023, were each granted an initial award of RSUs having a long term incentive value equivalent to $300,000 that was prorated from the date of their appointment through the anticipated date of our 2024 annual meeting of stockholders (approximately 5 months). This resulted in an award of 660 RSUs to each of Mr. Conroy and Ms. Poul based on the 30-trading day average closing price of our common stock for the period ending December 5, 2023 of approximately $215.35. Each award is expected to fully vest on May 22, 2024, the date of our Annual Meeting, assuming their continued service on the Board through such date.

  47. Director Compensation

    | Total Compensation |

  48. Director Compensation

    The table below summarizes the compensation paid to our non-employee directors for the year ended December 31, 2023. The compensation of our President and CEO, Mr. Hogan, is shown in the Summary Compensation Table of this proxy statement.

  49. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Kevin T. Conroy(2) | 4,167 | 142,131 | 146,298 | | Kevin J. Dallas | 68,500 | 299,809 | 368,309 | | Joseph Lacob | 65,000 | 299,809 | 364,809 | | C. Raymond Larkin, Jr. | 100,000 | 399,746 | 499,746 | | George J. Morrow | 82,000 | 299,809 | 381,809 | | Anne M. Myong | 84,875 | 299,809 | 384,684 | | Mojdeh Poul(2) | 4,167 | 142,131 | 146,298 | | Andrea L. Saia | 82,000 | 299,809 | 381,809 | | Greg J. Santora(3) | 37,708 | — | 37,708 | | Susan E. Siegel | 60,000 | 299,809 | 359,809 | | Warren S. Thaler(4) | 30,625 | — | 30,625 |

  50. Director Compensation

    (1)The amounts reflect the aggregate grant date fair value of RSU awards computed in accordance with FASB ASC Topic 718. There can be no assurance that the grant date fair value amounts will ever be realized. The RSUs are time-based awards and are not subject to performance or market conditions. (2)Mr. Conroy and Ms. Poul were appointed to the Board on December 5, 2023. The cash amounts reflected represent the pro rata amounts of our quarterly Board member retainer from that date through December 31, 2023. The value of the stock awards represent the pro rata amount of the RSU award from the date of their appointment through our anticipated date of our 2024 annual meeting of stockholders. (3)Mr. Santora did not stand for re-election in 2023. As a result, the cash amount shown is prorated for his membership on the Board, Audit and Compensation and Human Capital Committees from January 1, 2023 to May 17, 2023. (4)Mr. Thaler did not stand for re-election in 2023. As a result, the cash amount shown is prorated for his membership on the Board, Audit, Nominating and Governance, and Technology Committees from January 1, 2023 to May 17, 2023.

  51. Director Compensation

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  52. Director Compensation

    The aggregate number of stock awards granted to each non-employee director during the fiscal year ended December 31, 2023, were as follows:

  53. Director Compensation

    | Name | Stock Awards | | Kevin T. Conroy(2) | 660 | | Kevin J. Dallas | 1,029 | | Joseph Lacob | 1,029 | | C. Raymond Larkin, Jr. | 1,372 | | George J. Morrow | 1,029 | | Anne M. Myong | 1,029 | | Mojdeh Poul(2) | 660 | | Andrea L. Saia | 1,029 | | Greg J. Santora(1) | — | | Susan E. Siegel | 1,029 | | Warren S. Thaler(1) | — |

  54. Director Compensation

    (1) Messrs. Santora and Thaler did not stand for re-election in 2023 and were not granted stock awards in 2023. (2) Mr. Conroy and Ms. Poul were each appointed to the Board on December 5, 2023. The amounts reflected represent the pro rata amounts of our annual Board member equity award of $300,000 from the date of their appointment through the expected date of our Annual Meeting on May 22, 2024.

  55. Director Compensation

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  56. Executive Compensation – Compensation Discussion And Analysis

    Executive Compensation – Compensation Discussion And Analysis Named Executive Officers Executive Summary Our Executive Compensation Program How We Implement and Manage Our Executive Compensation Program The Principal Elements of Executive Compensation Severance and Change of Control Arrangements 2023 Stockholder Say-On-Pay Vote Results Compensation and Human Capital Committee of the Board Report

  57. Key Executive Compensation Design Changes and Results

    | 2023 Executive Compensation Design Changes | The Compensation and Human Capital Committee believed achievement of our rigorous objectives described later in this proxy statement, and a greater quantum of performance-based compensation for our CEO, would in the aggregate drive an appreciable increase in the price of our common stock over the 3 years of our long-term incentive awards. As seen in the realizable pay section below, these changes improved on a compensation program that has historically tied pay outcomes to value creation and stockholder return. In 2023, we: | | | | | _ | increased our CEO's target long-term incentive by $2 million, and increased the percentage of at-risk performance-based MSUs from 67% of his equity award in 2022 to 70% in 2023; | | | | _ | increased the at-risk portion of the annual target total direct compensation ("TDC") of our CEO's and, on average, our other NEOs' from 91% and 81%, respectively, in 2022 to 93% and 82%, respectively, in 2023; and | | | | _ | increased the weighting of our CEO's and, on average, our other NEOs' compensation awarded in the form of market stock units ("MSUs") from 52% and 45%, respectively, in 2022, to 57% and 46%, respectively, in 2023. | | | 2023 Executive Compensation Results | Our financial performance improved in 2023 relative to 2022, but nonetheless resulted in below target results and payouts under both our annual cash bonus and three-year equity based long-term incentive | | | | | Cash Bonus (66% of Target) | | Despite year-over-year improvements in our actual revenues and operating income that exceeded the operating margin guidance we announced in February of 2023, results for 2023 fell short of the rigorous targets set by the Compensation and Human Capital Committee, resulting in executive compensation cash bonus payouts at 66% of target | | | MSUs (87.7% of Target) | | MSUs for our CEO and our other NEOs awarded in February 2021 vested at 87.7% of target due to our stock underperformance relative to the NASDAQ Composite Index over the three year period ending February 2024 | | 2024 Executive Compensation Preview | In 2024, to better align with stockholder expectations, we reduced our CEO’s long-term incentive grant target value by $1 million. | | |

  58. Target Pay and Reported Value

    Target Pay and Reported Value The target value of the MSUs and RSUs granted to our CEO in 2023 was $13.5M. However, the value reported in the Summary Compensation Table is $26.2M, due primarily to a 198% premium placed on the value of our TSR-linked equity awards as assessed under the applicable accounting and SEC rules. This value premium is largely the result of a large run-up in our stock price immediately pre-grant which correspondingly inflated the reported value of equity granted to our other NEOs as well. Notwithstanding this reported value, our MSUs, which make up the vast majority of the 2023 long-term incentive, vest only after positive performance over 3 years. As a result, realizable pay is dependent on generating positive stockholder outcomes over 3 years and is not tied to the point-in-time value assessed by the accounting rules. As

  59. Realizable Pay

    Realizable Pay Realizable pay reflects the real value of equity awards, which increases or decreases with fluctuations in market value. We believe it is important to consider the effect of the year-end value of our stock on those awards over time in addition to the grant date fair values included in the Summary Compensation Table. Considering approximately 82% of our CEO’s and 69% of our other NEOs’ target TDC for 2023 was equity-based, we consider realizable pay an essential component of evaluating the effectiveness of our pay for performance philosophy. As shown below, for 2023, our CEO’s cumulative 3-year realizable TDC was 76% of his cumulative 3-year target TDC and 49% of his cumulative 3-year reported TDC, which is heavily driven by the reported grant date values of our equity-based long-term incentive. Further, as shown below, in the comparisons of target pay, realizable pay, and our TSR, positive real pay delivery for our executives is heavily dependent on the creation of stockholder value. Just as positive returns and the generation of stockholder value can increase pay above target, depressions in stock price can drive realizable total direct compensation below target. The Compensation and Human Capital Committee believes that this correlation between real pay delivery and stock price, visible in the following charts, demonstrates that our equity compensation programs are working as intended, providing meaningful incentives for our executive officers to drive strong stockholder returns relative to our peer group over the long-term.

  60. CEO Realizable TDC v. Target TDC and Reported TDC

    (1) Target TDC: Target TDC is the sum of our CEO’s base salary as disclosed in the Compensation Discussion and Analysis sections of this and prior proxy statements, the target annual incentive amount (which is the target bonus percentage multiplied by the respective base salary) and the target value of the CEO’s long-term incentive awards (which is the amount used to determine the number of shares underlying such awards). No other amounts are included. (2) Realizable TDC: Realizable TDC is the sum of our CEO’s actual earned base salary, non-equity incentive plan compensation, equity award values of RSUs and performance shares granted (calculated for performance shares as described in the following sentence) with such equity award values multiplied by the closing stock price per share on the last day of fiscal year 2023 of $274.00, and all other compensation disclosed in the Summary Compensation Table for the applicable fiscal year. Equity award values for performance shares are based on: (i) for completed performance periods that began in fiscal year 2021, the number of shares actually issued for the applicable performance period following certification of results; and (ii) for performance periods that began in fiscal years 2022 and 2023 that are not yet complete, target amounts under the relative TSR Goal. (3) Indexed TSR: Indexed TSR is calculated by taking the stock price per share on the last day of fiscal years 2021 to 2023 of $657.18, $210.90, and $274.00, respectively, and dividing each by the stock price per share on the last day of fiscal year 2020 of $534.38. (4) Represents the total compensation figures reported in the Summary Compensation Table with respect to each year. As described in the Target Pay and Reported Value section, above, these figures are heavily impacted by the reportable valuation of our TSR-linked awards, which is often more than the price of our stock on the date of grant.

  61. Executive Compensation Philosophy and Core Objectives

    | Offer competitive compensation | We seek to provide competitive compensation opportunities to attract, retain and incentivize superior talent | | Reward performance | A significant portion of the target total direct compensation of our NEOs is tied to the achievement of financial and strategic objectives, supporting our pay-for-performance philosophy by directly and substantially linking rewards to achievement of measurable financial targets and a shared set of critical strategic priorities. By also rewarding individual performance, we seek to recognize outstanding individual contributions | | Link the interests of executive management with those of our stockholders | A significant portion of the target total direct compensation of our NEOs is in the form of long-term equity-based compensation. This structure is designed to focus decision-making and behavior on goals consistent with our overall strategy over a period of years | | Solely Independent Directors | The Compensation and Human Capital Committee is composed solely of independent directors, and it retains an independent compensation consultant directly | | Annual Say-on-Pay Votes | We submit annual proposals on the compensation of our NEOs ("say-on-pay") to stockholders for advisory votes, with approximately 82% of votes cast in favor of our compensation plan in 2023. The Compensation and Human Capital Committee considers the outcome of the vote in future compensation decisions |

  62. Compensation Program Evaluation and Risk Management

    | Responsible Party | Roles and Responsibilities | | Compensation and Human Capital Committee | Sets our overall compensation philosophy, which our Board reviews and approves | | | Reviews and approves our compensation programs; designs and monitors the execution of these programs | | | Reviews and approves all forms of compensation for executive management (other than our CEO) | | | Reviews and recommends to our Board all forms of compensation for our CEO | | | No member of the Compensation and Human Capital Committee is a former or current officer of the Company or any of our subsidiaries. No member of executive management serves as a member of the Board or the Compensation Committee of any entity that has any members of executive management serving on our Board or the Compensation and Human Capital Committee. | | Consultant to the Compensation and Human Capital Committee (Compensia, Inc. an independent executive compensation consulting firm retained directly by the Compensation and Human Capital Committee to assist it in performing its responsibilities) | Compensia attends meetings of the Compensation and Human Capital Committee and communicates outside of meetings with its members and management with respect to the design and assessment of compensation packages for executive management. In 2023, Compensia provided the services below for, or at the request of, the Compensation and Human Capital Committee: •Analyzed whether the elements of compensation and target total direct compensation of executive management were consistent with our compensation philosophy and the competitive market (as defined by our compensation peer group) companies; •Assisted in defining the appropriate peer group of comparable companies; •Assisted in the design of our incentive compensation programs for executive management and compensation arrangements for Board members, including discussing evolving compensation trends; •Provided advice on stock ownership guidelines for executive management and non-employee directors; •Compiled and provided competitive market data to assist in our compensation philosophy, establishing plan parameters and selecting corporate performance measures; •Conducted a comprehensive review of Board compensation and provided recommendations to the Compensation and Human Capital Committee and Board regarding non-employee director pay structure; •Provided updates on NASDAQ listing standards, say-on-pay results, and regulatory developments; •Provided advice on the creation of our clawback policy; and •Assisted with the strategy for developing disclosure in support of our say-on-pay proposal. In addition, the Compensation and Human Capital Committee conducted a formal review of Compensia’s independence and is satisfied with the qualifications, performance and independence of Compensia. Compensia performed no other work for us. |

  63. Competitive Positioning

    Competitive Positioning The Compensation and Human Capital Committee takes into consideration the unique roles played by each member of executive management and seeks to individually tailor their compensation to align their pay based on market compensation data (peer group data and survey data) and other factors, including: •the scope of the individual's role; •the individual's experience, qualifications, skills, and performance during the fiscal year (see discussion below under "Role of Individual Performance"); •internal equity; and •our operational and financial performance. After reviewing these various competitive positioning factors (none of which is determinative), the Compensation and Human Capital Committee relies upon the judgment of its members to make appropriate adjustments and recommendations to the compensation of executive management to meet our corporate objectives.

  64. The Use of Market Comparison Data

    The Use of Market Comparison Data In connection with the Compensation and Human Capital Committee's continuing assessment of the competitiveness of executive management's pay levels and practices relative to its peers, the Compensation and Human Capital Committee considers compensation data gathered from: (i) a selected peer group of companies, and (ii) published surveys with data from a broader mix of technology and life science companies. Peer Group. The Compensation and Human Capital Committee reviews our peer group at least annually and makes adjustments to its composition, taking into account changes in both our business and the businesses of the companies in the peer group. For compensation decisions applicable to 2023, the Compensation and Human Capital Committee, with the assistance of Compensia, reviewed and approved a peer group that consists entirely of medical device and technology product companies, which are the industries from which we primarily recruit and compete for executive talent. The peer group was chosen based on the following selection criteria: •Industry - medical device companies and medical technology companies, which are the industries from which we primarily recruit executive talent; •Market Capitalization - companies with a market capitalization between approximately $6.7 billion and $107 billion based upon the companies’ trading ranges at the time of selection which approximated 0.25 to 4.0 times our market capitalization at that time; and

  65. The Use of Market Comparison Data

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  66. The Use of Market Comparison Data

    •Revenue - companies with revenue between approximately $1.3 billion to $12.1 billion based upon the last four quarters of revenue at the time of selection which approximated 0.3 to 3.0 times our rolling four quarters of revenues at that time. As a result of its review of the foregoing criteria, the Compensation and Human Capital Committee elected to remove Abiomed and Bio-Techne and add Avantor and STERIS to the peer group used for executive management compensation comparisons. Abiomed and Bio-Techne were removed because their revenues were significantly below the range set by the Compensation and Human Capital Committee. At the time of the Compensation and Human Capital Committee's assessment of potential peers performed in the second quarter of 2022, we compared to the 2023 peer group as follows:

  67. The Use of Market Comparison Data

    | | Revenue ($B) | Market Capitalization ($B) | Market Capitalization as a Multiple of Revenue | | Peer Group 50th Percentile | $4 | $21.3 | 5.9 | | Align | $4 | $26.8 | 6.7 | | Percentile Rank | 50th | 59th | 58th |

  68. The Use of Market Comparison Data

    Based on its analysis, the Compensation and Human Capital Committee determined that the following peer group constituted an appropriate comparative reference for determining executive management compensation for 2023:

  69. The Use of Market Comparison Data

    | Align's Peer Group | | | | Agilent Technologies | IDEXX Laboratories | Revvity | | Avantor | Illumina | STERIS | | Bio-Rad Laboratories | Insulet | Teleflex | | Dentsply Sirona | Intuitive Surgical | The Cooper Companies | | DexCom | Masimo | Waters | | Edwards Lifesciences | Mettler-Toledo | Zimmer Biomet Holdings | | Hologic | ResMed | |

  70. The Use of Market Comparison Data

    Reference Peers. The Compensation and Human Capital Committee also considers the compensation data of other companies as reference peers, which are companies identified by management as key business or labor market comparators. The compensation data of these companies was used for informational purposes only and was not used in setting executive management compensation levels because the financial profiles of these companies are outside the peer group development parameters. Survey Data. When peer data is unavailable, the Compensation and Human Capital Committee reviews various pay surveys, including the Radford Technology Survey. In addition, the Compensation and Human Capital Committee may review the data separately to understand pay differences, if any, by industry or business segment and to assess whether any changes in pay data from year to year reflect true market trends. Role of Competitive Data and the Compensation and Human Capital Committee's Discretion. The Compensation and Human Capital Committee uses the following percentiles of peer group and survey data as reference points for assessing appropriate base salary, target total cash compensation and equity compensation for our executive officers:

  71. The Use of Market Comparison Data

    | Element of Compensation | Target Percentile | | Base salary | 50th percentile | | Target total cash compensation | 65th to 75th percentile | | Equity compensation | 50th to 75th percentile |

  72. The Use of Market Comparison Data

    While we believe that comparisons to market data are useful, the Compensation and Human Capital Committee does not believe it appropriate to establish executive management compensation levels based solely on a comparison to market data. Due to the variations between companies reporting and the roles for which compensation for these companies is ultimately disclosed, directly comparable information is not always available from each peer group company with respect to each of our NEOs. In considering market compensation data, the

  73. The Use of Market Comparison Data

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  74. The Use of Market Comparison Data

    Compensation and Human Capital Committee recognizes that executive management roles at different companies can vary significantly, with different responsibilities and scopes of work, even though they may hold similar titles or nominal positions. The Compensation and Human Capital Committee therefore uses the market data only as a reference point and incorporates flexibility into our compensation programs and in the assessment process to respond to and adjust for the evolving business environment and other subjective elements described in the competitive positioning factors above. After reviewing these various factors, the Compensation and Human Capital Committee relies upon the judgment of its members to adjust executive management compensation below or above these percentile ranges as it deems appropriate and to make recommendations to the independent members of our Board about the compensation of our CEO.

  75. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation We use an annual cash incentive compensation plan (the "Bonus Plan") to reward executive management, including our NEOs, for achieving and potentially surpassing pre-established financial goals that the Compensation and Human Capital Committee believes will lead to short term strategic benefits. In February 2023, the Compensation and Human Capital Committee conducted its annual review of our Bonus Plan. Based on its review, the Compensation and Human Capital Committee determined that the pool of funds available to pay awards to our executive management for performance in 2023 would continue to be based on the extent to which we met or exceeded predetermined goals under selected financial metrics. Consistent with prior years, the Compensation and Human Capital Committee selected two financial metrics, weighted as in prior years and identified below, for purposes of funding the overall Bonus Plan pool for 2023: •Revenue - 60% •Operating Income - 40% Considered in the aggregate, the Compensation and Human Capital Committee believes these metrics are strong indicators of our overall performance and our ability to create stockholder value. These measures balance propelling growth while encouraging efficiency and are aligned with our strategic priorities of international expansion, GP adoption, patient demand and conversion and orthodontist utilization.

  76. Determining Bonuses

    Determining Bonuses In determining actual bonuses to be awarded to each member of executive management, bonus amounts are adjusted, either up or down, based on each individual's overall performance and contribution to the achievement of the performance goals pre-established by our Compensation and Human Capital Committee.

  77. Determining Bonuses

    | Target Bonus Percentage | x | Company Multiplier | x | Individual Performance Factor | | | Bonus Payout | | Base Salaryx | Target Bonus Percentage | Net Revenues - 60% | Operating Income - 40% | | Individual Goals | = | |

  78. Determining Bonuses

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  79. Determining Bonuses

    The Compensation and Human Capital Committee has the discretion, but not the obligation, to adjust actual results of the cash incentive award (up or down) to reflect the impact of certain extraordinary items or events to more accurately reflect the overall performance of the management team. The Compensation and Human Capital Committee may adjust for (i) significant and/or extraordinary items not indicative of our core operating performance separately stated on our financial statements; (ii) items identified as non-GAAP in our earnings announcements; and (iii) other discrete items as necessary that may result in unintended gain or loss under the Bonus Plan. The Compensation and Human Capital Committee believes that the items listed above are not indicative of our core operating performance and therefore, at its discretion, may adjust the cash incentive awards. No adjustment was made to our 2023 Bonus Plan results. In addition, our Board retains authority to pay additional discretionary bonuses outside the Bonus Plan if warranted by performance not measured under the Bonus Plan. In 2023, neither our Board nor the Compensation and Human Capital Committee authorized any such discretionary bonus payments to our NEOs.

  80. Target Bonus Percentage

    Target Bonus Percentage The Bonus Plan target award opportunity is the amount of cash compensation that each member of executive management could expect to earn if we achieved our financial and strategic performance goals for the year. The incentive targets for members of executive management were set by the Compensation and Human Capital Committee based on the scope and significance of their roles as our leaders, with our CEO receiving the highest target due to his greater responsibilities. The 2023 target award as a percentage of base salary for each member of executive management (other than our CEO) was 70% of base salary, consistent with 2022. Mr. Hogan's 2023 target award opportunity also remained unchanged at 150% of his base salary. In order to appropriately encourage and reward a range of acceptable performance and contributions in 2023, our awards were structured so that the actual payout to a member of executive management could be as low as 0% up to a maximum of 240% of target.

  81. 2023 Bonus Plan Financial Targets and Attainment

    2023 Bonus Plan Financial Targets and Attainment The Compensation and Human Capital Committee seeks to motivate executive management to continuously improve financial performance and achieve strategic objectives through a cash incentive (bonus) plan that rewards higher performance with increased incentive opportunities. This variable expense structure helps to reduce our compensation costs in challenging times such as 2022 and 2023 and reward achievements only when business conditions and results warrant. In determining the design of our targets for our Bonus Plan, we consider our annual operating plan as well as historical performance and revenue and operating profit growth rates at select comparable medical device companies. When establishing the 2023 executive compensation cash bonus targets in February of 2023, the Compensation and Human Capital Committee considered our disappointing 2022 results, our long-term business strategy and desire to return to historical levels of growth, continuing macroeconomic dynamics, inflation expectations and customer and consumer demand among other things. To incentivize a return to higher long-term

  82. 2023 Bonus Plan Financial Targets and Attainment

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  83. 2023 Bonus Plan Financial Targets and Attainment

    growth in 2023, the Compensation and Human Capital Committee set rigorous target goals and objectives intended to reward executive management for exceeding the operating margin estimates we provided in our earnings call on February 1, 2023. We also set 2023 financial goals above 2022 results, reflecting our belief that operating conditions would improve in 2023. For 2023, the Compensation and Human Capital Committee established at target Bonus Plan funding on revenues between $3,945 million and $4,005 million and GAAP operating income between $643 million and $701 million. *For 2020, the Compensation and Human Capital Committee reset performance targets in light of the significantly adverse operational and financial impacts of COVID in the first half of 2020 to focus solely on objectives for the second half of 2020 of $1,343 million and $262 million for revenue and operating income, respectively. The Compensation and Human Capital Committee correspondingly reduced the potential cash bonus opportunity by 50%. As discussed above, our 2023 financial results exceeded our initial 2023 operating margin guidance, but were below the target goals set by the Compensation and Human Capital Committee, resulting in a payout under the Bonus Plan at 66% of target. The table below shows the performance metrics used in 2023 and our level of performance with respect to these metrics.

  84. 2023 Bonus Plan Financial Targets and Attainment

    | Measure/Weight | Why do we use this measure? | Target (2023) (in millions) | Achievement (2023) (in millions) | Impact on Company Multiplier | | Revenues (1) (60%) | Improvement in this measure aligns with our overall growth strategy | $3,945 - $4,005 | $3,862 | 49.6%(1) | | Operating income (1) (40%) | Directly links incentive payments to profitability and provides incentives to employees (including management) to share in our profitability. Because profitability encompasses both revenues and expense management, the Compensation and Human Capital Committee believes this measure encourages a balanced, holistic approach to managing our business. The Compensation and Human Capital Committee considers operating profit before taxes because management cannot predict or directly affect our taxes or our tax rate. | $643- $701 | $643 | 100%(1) | | COMPANY MULTIPLIER: | | | | 66%(2) |

  85. 2023 Bonus Plan Financial Targets and Attainment

    (1) The level of performance at which the funding for that particular financial performance measure is determined as follows: •A rating of zero if achievement for the revenues and operating income targets were lower as compared to 2022. Performance below target automatically reduces only the payout related to that goal, not the other goal, as we want executive management to have the same incentive to achieve other financial goals as well as their individual performance goals even if our performance tracks below the target during the course of the year; •A rating of 100% for the performance metrics if the performance was in the established range. For 2023, the Compensation and Human Capital Committee set the target on revenue and operating margin at a range instead of a point estimate because of the uncertain global macro-economic environment conditions. However, the upper end of the target range was set at a point that would have previously paid at 150% in prior years bonus plan designs; •A rating ranging below 100% for the performance metrics if performance was below the established range; and •A rating of 101% and above if achievement exceeds the target performance level. Each individual financial metric is uncapped; however, once the Company Multiplier reaches 240% in the aggregate the Bonus Plan is fully funded. Therefore, in the aggregate, the Bonus Plan for our NEOs will not exceed 240% funding. (2) As part of the design of the Bonus Plan, the final Company multiplier paid was an amount that ensured that operating income was accretive on a year over year basis.

  86. 2023 Bonus Plan Financial Targets and Attainment

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  87. 2023 Bonus Plan Individual Performance Factor Attainment

    2023 Bonus Plan Individual Performance Factor Attainment The Compensation and Human Capital Committee determined that, for 2023, our executives continued to perform in line with expectations in the context of a difficult macroeconomic environment, and graded all our executives’ individual performance factor at target.

  88. 2023 Bonus Plan Results

    2023 Bonus Plan Results The following chart shows attainment under our cash bonus plan for each of our executives. The Compensation and Human Capital Committee did not exercise its discretion to increase or decrease the formulaic payout of our Bonus Plan.

  89. 2023 Bonus Plan Results

    | Name | Target Incentive Award (as % of Base Salary) | Target Incentive Award | Company Multiplier | Individual Multiplier | Actual Incentive Award | Actual Award as % of Target | | Joseph M. Hogan | 150% | $2,040,000 | 66% | 100% | $1,346,200 | 66% | | John F. Morici | 70% | $434,000 | 66% | 100% | $286,000 | 66% | | Emory Wright | 70% | $385,000 | 66% | 100% | $254,000 | 66% | | Julie Coletti | 70% | $399,000 | 66% | 100% | $263,000 | 66% | | Stuart Hockridge | 70% | $350,000 | 66% | 100% | $231,000 | 66% |

  90. Long-Term, Incentive Compensation

    Long-Term, Incentive Compensation We use equity awards to align our executive management's long-term interests with those of our stockholders and to attract and retain high-caliber executives through recognition of anticipated future performance. We determine appropriate award amounts, if any, by reviewing competitive market data, individual performance assessments and business objectives with the Compensation and Human Capital Committee at least annually.

  91. Long-Term, Incentive Compensation

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  92. Long-Term, Incentive Compensation

    | Award Type | Rationale for 2023 Portfolio | Vesting Detail | | Why RSUs? | We believe RSUs reward retention (even in the event of a decline in the price of our common stock) and provide an incentive to grow the value of our common stock. In addition, RSUs enable our executive management to accumulate ownership of our common stock, which reinforces the alignment of their objectives with those of our stockholders. | Typically vest over four-years with 25% vesting annually | | Why MSUs? | We believe MSUs provide a consistent value delivery that also aligns the long-term interests of executive management and stockholders by rewarding executive management for our performance measured in relation to other companies over a specified period. The actual number of shares eligible to vest will be determined based on a comparison of our stock price performance relative to the performance of the constituents of the NASDAQ Composite index over the three-year performance period, up to a maximum of 250% of the number of target shares. The number of shares that vest will be based on our relative total stockholder return compared to the stock price of the constituents of the NASDAQ Composite index in the period beginning on the date the performance-based vesting restricted stock units were granted and ending three years after, as follows: Relative Total Stockholder Return Shares Subject to the Award Below 25th percentile 0% 25th percentile 50% 50th percentile 100% 90th percentile 250% Linear interpolation will be used to determine the percentage of the shares subject to the MSU awards that are earned and will vest between each threshold. The number of shares that vest may not exceed 100% if total stockholder return is less than zero. | Three-year performance period with vesting ranging from 0% - 250% of target, with any vesting occurring entirely at the end of year three |

  93. 2023 Awards

    2023 Awards In 2023, the Compensation and Human Capital Committee reviewed our MSU program and concluded that the program, as designed, was generally aligned with market practices. In reviewing the equity portfolio for our non-CEO NEOs for 2023 annual focal awards, the Compensation and Human Capital Committee determined that a mix of 67% MSUs and 33% RSUs closely aligned their compensation with the interests of our stockholders. For the mix of MSUs and RSUs for our CEO in 2023, the Compensation and Human Capital Committee adjusted the ratio from 67% and 33% to 70% and 30%, respectively, to reflect an increased correlation between our long-term growth and our CEO's compensation. The Compensation and Human Capital Committee calculated the target values for equity awards to achieve this desired mix using a look back price that was based on the 30-trading day average closing price of our common stock for the period ending February 15, 2023. Based on this price per share, the total number of targeted shares was determined, then split between time-based RSUs and performance-based MSUs for non-CEO executive management and our CEO in the aforementioned ratios, each rounded down to the nearest whole share. The target value of the equity awards granted to our NEOs is based on the grant date fair value of those shares. The realized value of the shares on vesting will deviate based on changes in our stock price on the dates of vesting over four years for our RSUs and the TSR of our stock as compared to the NASDAQ Composite Index on February 15th of the third year after the original year of grant of our MSUs.

  94. 2023 Awards

    | Name | Target Value (RSUs) | RSU (Shares) | Target Value (MSUs) (1) | Target MSUs (1) (Shares) | | Joseph M. Hogan | $4,049,886 | 14,690 | $9,449,826 | 34,227 | | John F. Morici | $791,782 | 2,872 | $1,607,824 | 5,832 | | Emory Wright | $593,836 | 2,154 | $1,205,868 | 4,374 | | Julie Coletti | $593,836 | 2,154 | $1,205,868 | 4,374 | | Stuart Hockridge | $461,781 | 1,675 | $937,897 | 3,402 |

  95. 2023 Awards

    (1) The number of MSUs set forth in this column represents the number of shares at target; however, the actual number of shares that may be earned, if any, is determined based on the formula set forth in the MSU Agreement up to a maximum of 250% of the amount of the Target Shares. The Target Value of RSUs may not reflect the realized value of those RSUs upon vesting. The Target Value and Target MSUs shares awarded may not reflect the actual number of MSUs shares that ultimately vest, if any.

  96. Equity awards are tied to the value of our common stock and were impacted by underperformance

    Equity awards are tied to the value of our common stock and were impacted by underperformance The actual values received by our NEOs under our annual equity awards vary based on our stock price performance. In particular, the amounts vesting under MSUs awarded to executive management are earned based on our relative stockholder return over a three-year performance period compared to the NASDAQ Composite Index, with the earned shares eligible to vest only at the end of three years. Due in part to increases in our revenues and operating performance in 2023 compared to 2022, the per share price of our common stock increased 30% in the calendar year. Over the three-year period including 2023, our TSR was -51.53% which was at the 43.8th percentile of our peer group. Accordingly, for MSUs granted in February 2021 that vested in February 2024, our NEOs vested at 87.7% of target following strong stock price appreciation in 2021 and 2023, offset by our stock's underperformance against the NASDAQ Composite Index in 2022. The following graph shows our one year and three year total stockholder returns compared to our peers, the S&P 500 and NASDAQ composite as of December 31, 2023.

  97. Corporate Tax Deduction on Compensation in Excess of $1 Million a Year

    | Severance and Change of Control Arrangements |

  98. Corporate Tax Deduction on Compensation in Excess of $1 Million a Year

    Each NEO is eligible to receive payments and benefits under certain conditions in accordance with their respective employment agreement, RSU or MSU agreements. Each such agreement provides for payments and benefits upon: •a change of control of the Company; and •termination without cause or for convenience. In adopting the change of control provisions in these agreements, the Compensation and Human Capital Committee's primary objective was to ensure members of executive management have sufficient security such that they are not biased against a sale of the Company in the event a stockholder favorable merger and acquisition transaction is presented. If we pursue a change of control transaction beneficial to our stockholders, the Compensation and Human Capital Committee believes that executive management's active support of the transaction through closing would be critical to ensuring the success of such a transaction. The severance payments and benefits are intended to provide consideration for executive management's service to Align and the expected length of time until subsequent employment is secured. The severance provisions also assist in recruiting members of executive management given that their roles tend to carry higher risks. The Compensation and Human Capital Committee periodically reviews the terms and conditions of our change of control and severance compensation practices against those of our peers. As industry trends and best practices have evolved over the years, the Compensation and Human Capital Committee modifies its approach to change of control and severance compensation by looking for opportunities to prospectively implement modifications for new members of executive management and for members of executive management with existing agreements when circumstances allow. For instance, in September 2016, the Compensation and Human Capital Committee materially changed our practices regarding change of control payments and benefits. Prior to September 2016, agreements with members of executive management allowed for the acceleration of vesting of outstanding and unvested equity awards upon a change of control alone ("single trigger"). Beginning in and after September 2016, the change of control acceleration benefits for new members of executive management also requires a termination of employment after a qualifying change of control event ("double trigger"). The amounts that each of our current NEOs would have been entitled to if one of the termination or change of control events described above occurred on December 31, 2023, are set forth in “Potential Payment Upon Termination or Change of Control” below.

  99. Change of Control Only

    Change of Control Only Though the cash severance amounts payable to Messrs. Hogan, Wright and Hockridge in connection with a change of control are subject to a "double trigger" (meaning to get paid out the cash portion of their change of control arrangement, first there has to be a change of control and then the employment of the individual must be terminated without cause or for convenience within a specified period of time of such change of control), Mr. Hogan's RSU and MSU agreements and Messrs. Wright's and Hockridge's pre-September 2016 employment agreements, RSU and MSU agreements include a "single trigger" for these individuals whereby the vesting of outstanding and unvested equity awards would be accelerated upon a change of control. Mr. Hogan's RSUs and MSUs will vest pro rata as of the date a change of control and Messrs. Wright and Hockridge's MSUs will vest pro rata as of the date a change of control and the vesting of their RSUs will be accelerated by one year upon a change of control. With respect to Mr. Morici and Ms. Coletti (as well as any other individual who joins us or is promoted to an executive management position after September 2016), the Compensation and Human Capital Committee eliminated all single trigger severance and equity acceleration provisions. Rather, severance payments and equity acceleration for these members of executive management are subject to "double trigger" arrangements that require both a change of control plus a qualifying termination event before any cash payments are paid or any equity award acceleration occurs.

  100. Change of Control Only

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  101. Termination Following a Change of Control

    Termination Following a Change of Control In the event any of the NEOs are terminated without cause or for convenience within 18 months (12 months in the cases of Messrs. Wright and Hockridge) of a change of control ("double trigger"), 100% of all remaining outstanding and unvested equity awards would be accelerated and a cash severance payment would be made. For termination of employment without cause or for convenience unrelated to a change of control, the vesting of equity awards held by Messrs. Wright and Hockridge, is immediately accelerated by one year and a cash severance payment will be made. Messrs. Hogan and Morici and Ms. Coletti (as well as any other individual who joins us or is promoted to an executive management position after September 2016), would receive only a cash severance payment (no equity acceleration) if their employment is terminated without cause or for convenience unrelated to a change of control.

  102. Retirement

    Retirement In 2023, we revised our RSUs and MSUs to provide for continued vesting for our executive officers upon their retirement from Align subject to the following terms: (i) the executive officer is required to provide 12 months advance written notice of their desire to retire with such notice being subject to our CEO’s written pre-approval; (ii) the executive officer must be 55 years or older and have a minimum of 10 years of service at the time they provide their notice to the CEO; and (iii) the executive officer must have a minimum of 6 months of service after an equity grant award for such grant to be eligible for continued vesting under this retirement provision (collectively, the “Retirement Eligibility Terms”). If each of the Retirement Eligibility Terms are met, (i) each outstanding RSU award belonging to an executive officer will continue to vest for 12 months after the executive officer’s date of retirement from Align; (ii) for each outstanding MSU award belonging to the executive officer will be entitled to receive a pro-rated vesting of shares at the end of the applicable MSU performance period based on the date of retirement and subject to the conditions for vesting and release of shares under the original terms of the MSU are achieved in accordance with the terms of the applicable MSU award. The pro-rated vesting shall be based on the amount of time the executive officer was employed during the performance period and any vesting of shares under a RSU award and MSU award are subject to the executive officer complying with lawful non-compete, non-solicit, confidentiality and release of claims provisions set forth in the agreement. We added the Retirement Eligibility Terms to help better ensure retention of retiring executives through the hiring of their replacements and a smoother transition upon retirement. It also recognizes the service of the retiring executive to Align. As of December 31, 2023, none of our NEOs were 55 years or older and had a minimum of 10 years of service at Align so the executives were not eligible for this benefit.

  103. Compensation Tables

    | Summary Compensation Table for Fiscal Year Ended 2023 |

  104. Compensation Tables

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($) | | Joseph M. Hogan, | 2023 | 1,354,769 | 26,230,870 | 1,346,200 | 20,572 | 28,952,411 | | President and Chief Executive Officer | 2022 | 1,290,385 | 17,375,927 | — | 17,732 | 18,684,044 | | | 2021 | 1,230,385 | 15,836,576 | 4,446,000 | 78,439 | 21,591,400 | | John F. Morici, | 2023 | 618,461 | 4,581,010 | 286,000 | 77,410 | 5,562,881 | | Chief Financial Officer and Executive Vice President, Global Finance | 2022 | 597,308 | 3,626,393 | — | 15,183 | 4,238,884 | | | 2021 | 563,077 | 3,833,391 | 949,200 | 122,353 | 5,468,021 | | Emory Wright, | 2023 | 548,462 | 3,435,758 | 254,000 | 10,977 | 4,249,197 | | Executive Vice President, Global Operations | 2022 | 527,692 | 2,870,354 | — | 10,318 | 3,408,364 | | | 2021 | 498,462 | 2,999,671 | 840,000 | 9,802 | 4,347,935 | | Julie Coletti, Executive Vice President, Chief Legal and Regulatory Officer | 2023 | 566,154 | 3,435,758 | 263,000 | 11,016 | 4,275,928 | | | 2022 | 517,692 | 2,718,963 | — | 10,296 | 3,246,951 | | | 2021 | 486,923 | 2,498,958 | 823,200 | 58,734 | 3,867,815 | | Stuart Hockridge, | 2023 | 498,462 | 2,672,150 | 231,000 | 10,879 | 3,412,491 | | Executive Vice President, Global Human Resources | 2022 | 478,462 | 2,114,814 | — | 17,165 | 2,610,441 | | | 2021 | 458,462 | 2,332,454 | 772,800 | 67,623 | 3,631,339 |

  105. All Other Compensation

    | Grants of Plan-Based Awards for Fiscal Year Ended 2023 |

  106. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards

  107. 2023 Grants of Plan-Based Awards

    | | Type of Award | Grant Date | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Non-equity Incentive | Estimated Future Payouts Under Equity Incentive Plan Awards | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair value of Awards ($) | | Name | | | | Target ($) | Maximum ($) | Target (#) | Maximum (#) | | | | Joseph M. Hogan | Bonus Plan | | | 2,040,000 | 4,896,000 | | | | | | | RSU | 2/20/2023 | 1/23/2023 | | | | | 14,690 | 4,652,470 | | | MSU | 2/20/2023 | 1/23/2023 | | | 34,277 | 85,693 | | 21,578,400 | | John F. Morici | Bonus Plan | | | 434,000 | 1,041,600 | | | | | | | RSU | 2/20/2023 | 1/23/2023 | | | | | 2,872 | 909,591 | | | MSU | 2/20/2023 | 1/23/2023 | | | 5,832 | 14,580 | | 3,671,419 | | Emory Wright | Bonus Plan | | | 385,000 | 924,000 | | | | | | | RSU | 2/20/2023 | 1/23/2023 | | | | | 2,154 | 682,193 | | | MSU | 2/20/2023 | 1/23/2023 | | | 4,374 | 10,935 | | 2,753,564 | | Julie Coletti | Bonus Plan | | | 399,000 | 957,600 | | | | | | | RSU | 2/20/2023 | 1/23/2023 | | | | | 2,154 | 682,193 | | | MSU | 2/20/2023 | 1/23/2023 | | | 4,374 | 10,935 | | 2,753,564 | | Stuart Hockridge | Bonus Plan | | | 350,000 | 840,000 | | | | | | | RSU | 2/20/2023 | 1/23/2023 | | | | | 1,675 | 530,489 | | | MSU | 2/20/2023 | 1/23/2023 | | | 3,402 | 8,505 | | 2,141,661 |

  108. Timing of Equity Grants

    | Outstanding Equity Awards at Fiscal 2023 Year End |

  109. Timing of Equity Grants

    | Option Exercises and Stock Vested During Fiscal Year Ended 2023 |

  110. Timing of Equity Grants

    | Potential Payment Upon Termination or Change of Control |

  111. CEO Pay Ratio

    CEO Pay Ratio Our compensation and benefits philosophy and the overall structure of our compensation and benefit programs are broadly similar across the organization. Compensation rates are benchmarked and set to be market-competitive in the country in which the jobs are performed. As permitted by Item 402(u) of Regulation S-K, for fiscal year 2023, we used the same median employee for the pay ratio as was used for the pay ratio in the Proxy Statement for fiscal year 2021. We determined that during 2023, as compared to 2021, there were no material changes in our employee population or our employee compensation arrangements that we believe would significantly impact our pay ratio disclosure. To identify the median employee compensation from our employee population, as well as to determine the annual total compensation of our median employee, we took the following steps: •We determined that, as of December 31, 2021, 22,687 employees, of which 1,984 were employed inside the United States, 16,635 (approximately 73% of our global workforce) were employed in one of our manufacturing, technician and commercial operations in Mexico, Costa Rica, China, Germany, Poland or Spain, and the remaining 4,068 employees were employed in 43 other countries. •In identifying the median employee, we excluded 1,037 workers (approximately 4.6% of our workforce) from the following countries: Australia, 94; Austria, 6; Baltics (Lithuania and Latvia), 1; Belgium, 13; Canada, 130; Croatia, 5; Czech Republic, 8; Denmark, 17; Ghana, 12; Hong Kong, 42; Hungary, 1; India, 201; Ireland, 4; Italy, 106; Luxembourg, 1; Morocco, 11; Netherlands, 45; New Zealand, 7; Norway, 5; Portugal, 5; Slovakia, 3; South Korea,53; Sweden, 8; Taiwan, 55; Thailand, 57; Turkey, 44; United Arab Emirates, 43; and Vietnam, 60. After taking into account the de minimis exemption, 1,984 employees in the United States and 19,666 employees located outside of the United States were considered for identifying the median employee. •We considered actual annual base pay, actual bonus payout, and equity income, for the purposes of determining the median employee. •We annualized the salaries for those employees that were hired in 2021. We did not perform adjustments to the compensation paid to part-time employees to calculate what they would have been paid on a full-time basis. •In determining the annual total compensation of the median employee, we calculated such employee’s compensation in accordance with Item 402(c)(2)(x) of Regulation S-K as required pursuant to SEC executive compensation disclosure rules. This calculation is the same calculation used to determine total compensation for purposes of the 2023 Summary Compensation Table with respect to each of the NEOs. Using this methodology, we determined that our median employee was a CAD Designer 3 working in our treat facility in Costa Rica. Our median employee compensation for a CAD Designer 3 position in Costa Rica in 2023 as calculated using Summary Compensation Table requirements was $22,781. Our CEO’s compensation as reported in the Summary Compensation Table was $28,952,411. Therefore, our CEO to median employee pay ratio is 1,271 to 1. This information is being provided for compliance purposes. Neither our Compensation and Human Capital Committee nor our executive management used the pay ratio measure in making compensation decisions.

  112. CEO Pay Ratio

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  113. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below.

  114. Pay Versus Performance

    | Year | Summary Compensation Table Total for Joseph Hogan¹ ($) | Compensation Actually Paid to Joseph Hogan¹˒²˒³ ($) | Average Summary Compensation Table Total for Non-PEO NEOs1 ($) | Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($) | Value of Initial Fixed $100 Investment based on:4 | | Net Income ($ Millions) | Net Revenues⁵ ($ Millions) | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2023 | 28,952,411 | 29,461,070 | 4,375,124 | 4,701,234 | 98 | 115 | 445 | 3,862 | | 2022 | 18,684,044 | (61,348,849) | 3,376,160 | (10,393,452) | 76 | 107 | 362 | 3,735 | | 2021 | 21,591,400 | 76,152,942 | 4,328,778 | 9,498,811 | 236 | 139 | 772 | 3,953 | | 2020 | 15,522,289 | 107,989,279 | 3,381,923 | 12,747,282 | 192 | 117 | 1,776 | 2,472 |

  115. Pay Versus Performance

    (1)Joseph Hogan was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  116. Pay Versus Performance

    | 2020 | 2021 | 2022 | 2023 | | Simon Beard | Julie Coletti | Julie Coletti | Julie Coletti | | John F. Morici | Stuart Hockridge | Stuart Hockridge | Stuart Hockridge | | Raj Pudipeddi | John F. Morici | John F. Morici | John F. Morici | | Julie Tay | Emory Wright | Emory Wright | Emory Wright |

  117. Pay Versus Performance

    (2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3)Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the amounts from the Stock Awards column set forth in the Summary Compensation Table.

  118. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2023 | 28,952,411 | (26,230,870) | 26,739,529 | 29,461,070 |

  119. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 4,375,124 | (3,531,169) | 3,857,279 | 4,701,234 |

  120. Pay Versus Performance

    | 81 | |

  121. Pay Versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  122. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for First PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for First PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for First PEO ($) | Total - Inclusion of Equity Values for First PEO ($) | | 2023 | 21,178,234 | 2,279,927 | 3,281,368 | 26,739,529 |

  123. Pay Versus Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Total - Inclusion of Equity Values for First PEO ($) | | 2023 | 2,856,242 | 390,308 | 610,730 | 3,857,279 |

  124. Pay Versus Performance

    (4) The Peer Group TSR set forth in this table utilizes the S&P 1500 Composite Health Care Equipment & Supplies Index (“Index”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5) We determined Net Revenues to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years.

  125. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company and Peer Group TSR

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO and the Company’s cumulative TSR over the four most recently completed fiscal years and the Peer Group’s TSR over the same period.

  126. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company and Peer Group TSR

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  127. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company and Peer Group TSR

    The following chart sets forth the relationship between the average of Compensation Actually Paid to our Non-PEO NEOs and the Company’s cumulative TSR over the four most recently completed fiscal years and the Peer Group’s TSR over the same period.

  128. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO and our net income during the four most recently completed fiscal years.

  129. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    | 83 | |

  130. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    The following chart sets forth the relationship between the average of Compensation Actually Paid to our Non-PEO NEOs and our net income during the four most recently completed fiscal years.

  131. Relationship Between Compensation Actually Paid and Net Revenues

    Relationship Between Compensation Actually Paid and Net Revenues The following chart sets forth the relationship between Compensation Actually Paid to our PEO and our Net Revenues during the four most recently completed fiscal years.

  132. Relationship Between Compensation Actually Paid and Net Revenues

    | 84 | |

  133. Relationship Between Compensation Actually Paid and Net Revenues

    The following chart sets forth the relationship between Compensation the average of Compensation Actually Paid to our Non-PEO NEOs and our Net Revenues during the four most recently completed fiscal years.