DEF 14A of Align Technology Inc, Apr 7, 2026

DEF 14A of Align Technology Inc

Filed Apr 7, 2026 · FY20250001097149-26-000023

Open on EDGAR

  1. Directors

    Directors Board Composition and Refreshment Director Nominees Summary of Director Experience, Skills and Attributes

  2. Directors

    | Directors |

  3. Directors

    Our Board consists of a unique and varied group of highly qualified leaders in their respective fields, all of whom have senior leadership experience at large domestic and multinational companies, which has given them significant and extensive management experience. Our directors also have in-depth public company experience serving as executive officers, including several current or former chief 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 believe 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.

  4. Director Skills Matrix

    Director Skills Matrix The matrix below represents some of the key experiences, attributes, and skills that our Board has identified as particularly valuable to the oversight of Align, and illustrates how the director nominees collectively represent them. While all these qualifications were considered in connection with this year’s director nomination process, the matrix does not encompass all of the skills, qualities, attributes, and experiences of the director nominees. Our Board firmly believes that its highly qualified director nominees provide the Board with a robust complement of backgrounds, skills, qualifications, and perspectives necessary for effective oversight.

  5. Director Skills Matrix

    | Nominee Skills Matrix | | | | Finance (6/10) | | Healthcare Industry (8/10) | | | | | | Medical Device (8/10) | | Technology & Innovation (9/10) | | | | | | Global Company (10/10) | | Enterprise Risk Management (5/10) | | | | | | Consumer Marketing/Brand Management (5/10) | | Business Strategy & Operation (9/10) | | | | | | Cybersecurity/IT/AI (3/10) | | Mass Manufacturing (2/10) | | | | | | | Human Capital, Sustainability & Corporate Governance (7/10) | | | | | |

  6. Director Skills Matrix

    | Board Composition and Refreshment | | Our Board considers its composition and refreshment annually and our Nominating and Governance Committee is tasked with managing succession planning and recruitment. Identifying Nominees Our Nominating and Governance Committee considers candidates for Board membership suggested by our Board, executive management and stockholders. The Committee also periodically retains third-party executive search firms to identify independent director candidates. Most recently, in 2025, the Committee retained a third-party executive search firm to assist with the identification and evaluation of potential independent director candidates, one of whom, Britt Vitalone, was appointed to our Board and Audit Committee in July 2025. In considering candidates for director nominees, the Committee generally assembles information regarding candidates’ backgrounds and qualifications. The Committee, in its discretion, may designate one or more of its members to interview any candidate. In addition, the Committee may seek input from executive management and other members of our Board, who may interview any candidate. The 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. 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 a recommendation. The Committee will consider persons recommended by our stockholders in the same manner as nominees recommended by our Board, individual board members and 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 our Bylaws and, with respect to our 2027 annual meeting of stockholders, must be provided to the Corporate Secretary between November 8, 2026 and December 8, 2026 at the following address: Align Technology, Inc., 410 N. Scottsdale Rd., Suite 1300, Tempe, AZ 85288, Attn: Investor Relations or investorinfo@aligntech.com. 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?” |

  7. Director Skills Matrix

    | | | | Qualifications and Backgrounds Our Nominating and Governance Committee requires the following minimum qualifications it believes should 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 that will enhance the quality of deliberations and decisions. Moreover, our directors have diverse business and professional backgrounds, including experience as current and former chief executive officers, and experience in the following areas: global company leadership, technology and innovation, business strategy and operation, healthcare industry leadership, medical device, human capital, sustainability and corporate governance, finance, enterprise risk management, consumer marketing/brand management, cybersecurity, IT and AI, and mass manufacturing. Such considerations are discussed by our Nominating and Governance Committee in connection with the general qualifications of each potential nominee. | | Board Skills & Qualifications | | | | | 6 Directors Appointed Since 2017 | Diverse Skills and Backgrounds | | | | 4 Female Directors | | | | | Professional Integrity | | Strong Personal Ethics | | | Proven Achievements | | | | | | | Field Expertise | | | Sound Business Judgment | | | |

  8. Director Skills Matrix

    | | | | | | Board Refreshment In 2025, our Board added one new independent director and has added 6 independent directors since 2017 (60% of the nominees for election as directors at the Annual Meeting), each of whom has brought valuable and diverse backgrounds and perspectives to our Board overall. Moreover, between 2021 and following the start of our 2026 Annual Meeting of Stockholders, four longer-tenured directors will 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 breadth 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. | | | | | | | | | | 2025 | | | | | | | | | Britt Vitalone | | | | | | | | | | | 2023 | | | | | | | | | Mojdeh Poul | | Kevin T. Conroy | | | | | | | | | | | 2019 | | | | | | | | | Anne M. Myong | | | | | | | | | | | | 2018 | | | | | | | | | Kevin J. Dallas | | | | | | | | | | | | 2017 | | | | | | | | | Susan E. Siegel | | | | | | | | | | | | 2015 | | | | | | | | | Joseph M. Hogan | | | | | | | | | | | | 2013 | | | | | | | | | Andrea L. Saia | | | | | | | | | | | Pre- 2010 | | | | | | | | | Joseph Lacob C. Raymond Larkin Jr. | | | |

  9. Director Skills Matrix

    | Director Nominees | | | | Kevin T. Conroy Age: 60 Director Since: 2023 Roles: Independent Director; Chair of Compensation and Human Capital Committee Committees: Compensation and Human Capital Committee Election Term: 2026-2027 | | | | | Experience: | | | | 2009 - 2026 | CEO and Chairman of the Board (2014), Exact Sciences Corp. (molecular diagnostics company) | | | 2005 - 2008 | President and CEO, Third Wave Technologies, Inc. (molecular diagnostics company) | | | 2004 - 2005 | General Counsel, Third Wave Technologies, Inc. (molecular diagnostics company) | | | Prior | Various Leadership Positions at GE Healthcare (medical technology company) | | | Other Board Positions Exact Sciences Corp. (2014-2026) Fuze Health (2025-present) 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 helped to develop Cologuard and the company has grown to $2.76B in revenue while serving 4.5 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 | |

  10. Director Skills Matrix

    | Kevin J. Dallas Age: 62 Director Since: 2018 Roles: Independent Director; Chair of Technology Committee Committees: Technology Committee; Audit Committee Election Term: 2026-2027 | | | | | Experience: | | | | 2023 - Present | CEO, EnterpriseDB Corporation (software company) | | | 2020 - 2022 | CEO, Wind River Systems, Inc. (software company) | | | 1996 - 2020 | Corporate Vice President, Cloud & AI Business Development, Microsoft (software company) | | | Prior | Various Positions, NVIDIA Corporation and National Semiconductor, now Texas Instruments Inc. (technology company) | | | Other Board Positions EnterpriseDB (2023-present) 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 as well as AI. •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. •Mr. Dallas has deep expertise in cybersecurity, artificial intelligence, machine learning and information technology. Education B.S.c. in Electrical and Electronic Engineering from Staffordshire University | |

  11. Director Skills Matrix

    | Joseph M. Hogan Age: 68 Director Since: 2015 Roles: Director, President and CEO of Align Technology, Inc. Election Term: 2026-2027 | | | | | Experience: | | | | 2015 - Present | President and CEO, Align Technology Inc. (dental technology company) | | | Prior | CEO, ABB (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. •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 | |

  12. Director Skills Matrix

    | Joseph Lacob Age: 70 Director Since: 1997 Roles: Independent Director; Chair of Nominating and Governance Committee Committees: Nominating and Governance Committee; Technology Committee Election Term: 2026-2027 | | | | | Experience: | | | | 2010 - Present | Governor, Co-Executive Chairman and CEO, Golden State Warriors (basketball team) and Golden State WNBA (basketball team) | | | 1987 - 2010 | Partner, Kleiner Perkins Caufield & Byers (venture capital firm) | | | Prior | 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 | |

  13. Director Skills Matrix

    | C. Raymond Larkin, Jr. Age: 77 Director Since: 2004 Roles: Independent Director; Chairman of the Board Committees: Nominating and Governance Committee Election Term: 2026-2027 | | | | | Experience: | | | | 1999 - 2010 | Principal, Group Outcome L.L.C. (merchant banking) | | | 2003 - 2007 | CEO, Eunoe, Inc. (medical device company) | | | Prior | Venture Partner, Cutlass Capital (venture capital firm) President and CEO, Nellcor Puritan Bennett, Inc. (respiratory products companies) | | | Other Board Positions Shockwave Medical, Inc., Chair (2019-2024) 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 | |

  14. Director Skills Matrix

    | Anne M. Myong Age: 58 Director Since: 2019 Roles: Independent Director; Chair of Audit Committee Committees: Audit Committee; Compensation and Human Capital Committee Election Term: 2026-2027 | | | | | Experience: | | | | 2021 - 2023 | President, Amyris, Inc. (biotechnology company) | | | 2020 - 2021 | Chief Executive Officer and Chief Financial Officer, Aura Financial (financial services company) | | | 2014 - 2017 | Senior Vice President and Chief Financial Officer, Walmart Global eCommerce (eCommerce segment of retail corporation) | | | 2011 - 2014 | Senior Vice President, Chief Financial and Administrative Officer, Walmart China Retail (retail corporation) | | | Prior | Vice President and Chief Financial Officer, Agilent Technologies China (life science software and supplies company) | | | Other Board Positions Goodwill Industries International, Inc. (2016-2022) Wal-Mart de México, S.A.B. de C.V. (2016-2017) 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 | |

  15. Director Skills Matrix

    | Mojdeh Poul Age: 63 Director Since: 2023 Roles: Independent Director Committees: Audit Committee Election Term: 2026-2027 | | | | | Experience: | | | | 2025 - Present | President and Chief Executive Officer, Integra LifeSciences Holdings Corporation (global medical technology company) | | | 2019 - 2022 | Executive Vice President and Group President, 3M Healthcare Business Group (global healthcare products company) | | | 2011 - 2018 | Various Global Executive Leadership Positions, 3M Healthcare Business Group (global healthcare solutions company) and 3M (diversified global company) | | | 2005 - 2011 | Various Global Business Leadership Positions, Medtronic (global medical technology company) | | | Prior | Various Marketing Leadership Positions, ev3 (medical device 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 Integra LifeSciences Holdings Corporation (2025-Present) CeramTec Advisory Committee (2022-Present) iRhythm Technologies (2023-2025) Stanley Black and Decker (2021-2025) Notable Experience and Key Board Contributions •Ms. Poul has 30 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 | |

  16. Director Skills Matrix

    | Andrea L. Saia Age: 68 Director Since: 2013 Roles: Independent Director Committees: Compensation and Human Capital Committee; Audit Committee; Technology Committee Election Term: 2026-2027 | | | | | Experience: | | | | 2011 - 2012 | Global Head of Alcon Vision Care, Novartis AG (pharmaceutical company) | | | 2008 - 2011 | President and CEO, CibaVision Corporation, (contact lens company) | | | 2002 - 2008 | 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) | | | Prior | 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 Northwestern University | |

  17. Director Skills Matrix

    | Susan E. Siegel Age: 65 Director since: 2017 Roles: Independent Director Committees: Nominating and Governance Committee, Technology Committee Election Term: 2026-2027 | | | | | 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) | | | 2017 - 2019 | Chief Innovation Officer, GE (conglomerate company) | | | 2012 - 2017 | CEO, GE Ventures and Licensing (conglomerate company) | | | Prior | 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) The Engine (2016-2020), Chair (2020-present) KFF (formerly Kaiser Family Foundation) (2019-present) Nevro Corporation (2020-2025) 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 | |

  18. Director Skills Matrix

    | Britt Vitalone Age: 56 Director since: 2025 Roles: Independent Director Committees: Audit Committee Election Term: 2026-2027 | | | | | Experience: | | | | 2018 - Present | Executive Vice President and Chief Financial Officer, McKesson Corporation (healthcare company) | | | 2014 - 2017 | Senior Vice President & Chief Financial Officer, US Pharmaceutical and Specialty Health Segment, McKesson Corporation | | | 2012 - 2014 | Senior Vice President of Corporate Finance and Merger & Acquisition Finance, McKesson Corporation | | | 2009 - 2012 | Senior Vice President and Chief Financial Officer, Medical-Surgical Segment, McKesson Corporation | | | 2006 - 2009 | Vice President, Finance, McKesson Corporation | | | Prior | Various Leadership Positions at GE Capital Corporation (a division of General Electric Company), Pembrooke Occupational Health (workplace medical services provider) and CarMax (largest retailer of used cars in the United States) | | | Other Board Positions Change Healthcare (2019-2020) Notable Experience and Key Board Contributions •Mr. Vitalone has extensive experience aligning company strategy with shareholder value creation, communicating strategy and performance to investors, and implementing capital structure, financial processes and controls to support growth and return on investment goals, and has significant experience in the healthcare and insurance industries. •Mr. Vitalone oversees accounting, financial planning and analysis, treasury, real estate, investor relations, internal audit, merger & acquisition and tax functions. •Mr. Vitalone also oversees McKesson’s Global Procurement and Sourcing, Corporate Security and Technology organizations. •Mr. Vitalone has deep expertise in mergers and acquisitions and portfolio management, having led several value-creating transactions while at McKesson. •Mr. Vitalone is a member of the CNBC Global CFO Council. Education B.S. in Accounting from St. John Fisher University | |

  19. Director Compensation

    Director Compensation Cash Compensation Equity Compensation Total Compensation

  20. Director Compensation

    | Director Compensation |

  21. 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 2025 non-employee director compensation, 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 2025, 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 compensation(1). Following its review, our 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 2025 non-employee director compensation program. (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.

  22. Director Compensation

    | Cash Compensation |

  23. Director Compensation

    Our 2025 non-employee directors cash compensation program was as follows and paid in quarterly installments:

  24. Director Compensation

    | Annual Retainer | Current Fee | | Board Membership(1) | $50,000 | | Member of Compensation and Human Capital Committee Member of Audit Committee(2) | $13,500 | | Chair of Compensation and Human Capital Committee Chair of Audit Committee(2) | $27,000 | | Member of Nominating and Governance Committee Member of Technology Committee(2) | $5,000 | | Chair of Nominating and Governance Committee Chair of Technology Committee(2) | $15,000 | | Chair of our Board(1) | $100,000 |

  25. Director Compensation

    (1)The Chair of our Board is compensated only in the form of an Annual Retainer for the role as Chair of our Board and not additionally compensated as a member of the Board. (2)The Chairs of each of our committees and the Chair of our Board are not additionally compensated as members of any committee.

  26. Director Compensation

    | Equity Compensation |

  27. Director Compensation

    In March 2025, our Compensation and Human Capital Committee approved an annual equity grant of RSUs to our non-employee directors (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 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 2025 annual meeting of stockholders. Accordingly, on May 21, 2025, each non-employee director other than Mr. Larkin was granted 1,745 RSUs and Mr. Larkin was granted 2,326 RSUs based on the closing per share price of our common stock on that date of $171.91. Each of these RSU awards vests 100% upon the earlier of (i) the one-year anniversary of the grant date or (ii) the date of the next annual meeting of stockholders following the grant date, subject to the continued service of the non-employee director (including the Chair of our Board) through such date. Assuming the continued service of each non-employee director (including the Chair of our Board), each of these equity awards are expected to fully vest on May 20, 2026. Mr. Vitalone, who joined our Board on July 2, 2025, was granted an initial award of RSUs having a long term incentive equivalent to $300,000 that was prorated from the date of his appointment through the anticipated date of our annual meeting of stockholders in 2026 (approximately 10 months). This resulted in an award of 1,443 RSUs based on the 30-day trading average closing price of our common stock for the period ending on Mr. Vitalone’s appointment. This award is expected to fully vest on May 20, 2026, the date of our Annual Meeting, assuming his continued service on the Board through such date.

  28. Director Compensation

    | Total Compensation |

  29. Director Compensation

    The table below summarizes the compensation paid to our non-employee directors for the year ended December 31, 2025. The compensation of our President and CEO, Mr. Hogan, is shown in the Summary Compensation Table of this proxy statement.

  30. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Kevin T. Conroy | 63,500 | 299,983 | 363,483 | | Kevin J. Dallas | 78,500 | 299,983 | 378,483 | | Joseph Lacob | 70,000 | 299,983 | 369,983 | | C. Raymond Larkin, Jr. | 100,000 | 399,863 | 499,863 | | George J. Morrow | 82,000 | 299,983 | 381,983 | | Anne M. Myong | 90,500 | 299,983 | 390,483 | | Mojdeh Poul | 63,500 | 299,983 | 363,483 | | Andrea L. Saia | 82,000 | 299,983 | 381,983 | | Susan E. Siegel | 60,000 | 299,983 | 359,983 | | Britt Vitalone(2) | 31,750 | 280,346 | 312,096 |

  31. Director Compensation

    (1)The amounts reflect the aggregate grant date fair value of RSU awards computed in accordance with FASB ASC Topic 718. There is no assurance the grant date fair value amounts will be realized. The RSUs are time-based awards not subject to performance or market conditions. (2)Mr. Vitalone was appointed to the Board on July 2, 2025. The cash amounts reflected represent the pro rata amounts of our quarterly Board member retainer from that date through December 31, 2025. 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 2026 annual meeting of stockholders. The aggregate number of shares underlying the stock awards granted to each non-employee director during the fiscal year ended December 31, 2025, were as follows:

  32. Director Compensation

    | Name | Stock Awards | | Kevin T. Conroy | 1,745 | | Kevin J. Dallas | 1,745 | | Joseph Lacob | 1,745 | | C. Raymond Larkin, Jr. | 2,326 | | George J. Morrow | 1,745 | | Anne M. Myong | 1,745 | | Mojdeh Poul | 1,745 | | Andrea L. Saia | 1,745 | | Susan E. Siegel | 1,745 | | Britt Vitalone | 1,443 |

  33. Executive Compensation — Compensation Discussion And Analysis

    Executive Compensation — Compensation Discussion And Analysis Named Executive Officers Executive Summary Our Executive Compensation Program Principal Elements of Executive Compensation How We Implement and Manage Our Executive Compensation Program Severance and Change of Control Arrangements 2025 Stockholder Say-on-Pay Vote Results Compensation and Human Capital Committee Report

  34. Realizable Pay

    | Approximately 91% of our CEO’s and 82% of our other NEOs’ target TDC for 2025 was at-risk pay, and we consider realizable pay an essential component of evaluating the effectiveness of our pay for performance philosophy. The grant date fair values of our equity awards increase or decrease with fluctuations in our stock price and our financial performance. Realizable pay reflects (i) the actual payouts for annual cash incentive awards based on our financial performance, and (ii) the approximate market value of previously-granted equity awards to the executive as of year-end, which we believe is important to consider in addition to the grant date fair values included in the Summary Compensation Table. |

  35. Target Pay Versus Reported Value

    Target Pay Versus Reported Value The target value of the MSUs and RSUs granted to our CEO in 2025 was $11.5 million. However, the value reported in the Summary Compensation Table is $16.56 million, due primarily to a 183.27% premium placed on the value of our TSR-linked equity awards as assessed under the applicable accounting and SEC rules. Notwithstanding this reported value, our MSUs, which make up the vast majority of the 2025 long-term incentive for our NEOs, vest only after positive performance over three years. As a result, realizable pay is dependent on generating positive stockholder outcomes over three years and is not tied to the point-in-time value assessed by applicable accounting rules. As shown in the prior section, cumulative realizable TDC has averaged 53% of reported TDC over the past three years.

  36. 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, directly linking rewards to achievement of measurable results | | Link the interests of executive management with 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 | Our Compensation and Human Capital Committee is composed solely of independent directors who exercise discretion to ensure pay is linked to performance, and retains an independent compensation consultant | | 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 87% of votes cast in favor of our compensation plan in 2025. Our Compensation and Human Capital Committee considers the outcome of the vote each year in making future compensation decisions |

  37. Executive Compensation Philosophy and Core Objectives

    | Regular Stockholder Outreach | We have an extensive and continuous stockholder outreach program through which we regularly connect members of our Board, executive management and other senior leaders with our stockholders for input and suggestions on a wide variety of topics, including our pay practices and governance and our executive compensation program reflects their input and suggestions. See section entitled “Stockholder Outreach and Engagement” for more information | | Policies and Practices Related to the Grant of Certain Equity Awards | We do not grant stock options, stock appreciation rights, or similar option-like instruments and, as such, do not have any policy or practice in place on the timing of awards of options, stock appreciation rights, or similar option-like instruments in relation to the disclosure of material nonpublic information |

  38. 2025 Target Compensation Mix

    | Base Salary | Bonus | Restricted Stock Units | Market Stock Units |

  39. 2025 Target Compensation Mix

    | | | Element of Compensation | Rationale | | | | Base Salary | •Provide a fixed, baseline level of compensation that is not contingent upon Align’s performance •Attract and retain talent with competitive pay that reflects each executive’s experience, role and responsibilities. | | | | Annual Cash Incentive Cash-based bonus paid based upon annual performance across 3 metrics: •Constant Currency Revenue (60%) •Constant Currency Operating Profit (40%) •Individual Performance Factor | •Incentivize and reward for achieving and surpassing pre-established short-term financial goals that support our long-term strategy. •Reward individual contributions with an individual performance factor modifier. | | | | | | | | | Restricted Stock Units (RSUs) Time-based equity award vesting over 4 years. | •Encourage ownership accumulation (and alignment with stockholders) in both up and down markets. | | | | Market Stock Units (MSUs) Performance-based equity award vesting only after 3 years, subject to Align's stock performance relative to the Nasdaq Composite Index. | •Encourage a long-term focus on outperforming stock price growth and execution of our strategic plan. |

  40. 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 performance against pre-established financial goals intended to reward short-term strategic benefits, and an individual performance factor. The Bonus Plan target award opportunity is the amount of cash compensation that each member of executive management can earn if we achieved our financial performance goals at target levels for the year. The incentive targets for members of executive management were set by our Compensation and Human Capital Committee based on the scope and significance of their roles as our leaders, with our CEO receiving the highest target award opportunity due to his greater responsibilities. The 2025 target award as a percentage of base salary for each member of executive management (other than our CEO) was 75% of base salary, consistent with 2024, to compete effectively with practices observed in our peer group. Mr. Hogan’s 2025 target award opportunity remained unchanged at 150% of his base salary. In order to appropriately encourage and reward a range of acceptable performance and contributions in 2025, 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.

  41. How our 2025 Annual Cash Incentive Works

    How our 2025 Annual Cash Incentive Works In February 2025, our Compensation and Human Capital Committee conducted its annual review of our Bonus Plan. Based on its review, the Committee determined all of our executive management’s 2025 cash incentive would payout based on our performance relative to pre-established goals under the two following financial metrics, weighted as in prior years and identified below, and an individual performance factor, with total payouts limited to 240% of target. Our Compensation and Human Capital Committee believed it was appropriate to set the company multiplier financial metric goals on a constant currency basis given the high volatility in currency exchange rates leading up to approval of the 2025 Bonus Plan.

  42. How our 2025 Annual Cash Incentive Works

    | Target Bonus Percentage | x | Company Multiplier | x | Individual Performance Factor | | | Bonus Payout (capped at 240% of target) | | Base Salaryx | Target Bonus Percentage | Constant Currency Net Revenues - 60% | Constant Currency Operating Income - 40% | | Individual Goals (0% to 200%) | = | |

  43. How our 2025 Annual Cash Incentive Works

    Considered in the aggregate, the 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 dentist treatment, patient demand and conversion and orthodontic utilization.

  44. How our 2025 Annual Cash Incentive Works

    | Measure/Weight | Why do we use this measure? | | Constant Currency Net Revenues (60%) | Improvement in this measure aligns with our overall growth strategy | | Constant Currency Operating Income (40%) | Directly links incentive payments to profitability and provides incentives to employees (including management) to share in our profitability | | Individual Performance Factor | Rewards individual contributions based on the achievement of individual goals during the year on a scale from 0% to 200% |

  45. How our 2025 Annual Cash Incentive Works

    The Committee has the ability to adjust the actual results of the cash incentive award to eliminate the distorting effects of certain extraordinary items or events and therefore more accurately reflect the overall performance of the management team. As in prior years, our 2025 Bonus Plan expressly contemplated permissive adjustment for (i) significant and/or extraordinary items not indicative of our core operating performance separately stated on our financial statements, such as restructuring costs and certain settlements; (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 2025 Bonus Plan. As discussed below, for the 2025 Bonus Plan, the Committee made no adjustment to our constant currency revenue attainment, but excluded certain assets write-down, accelerated depreciation, restructuring charges, and legal settlement, which are all extraordinary and non-recurring items identified as non-GAAP adjustments in our earnings announcements, from the measurement of our constant currency operating income as further discussed below in “2025 Bonus Plan Financial Targets and Attainment.” The Committee did not make any adjustments to constant currency operating income for stock-based compensation or amortization of intangibles. In addition, our Board did not authorize any discretionary bonus payments to our NEOs in 2025.

  46. 2025 Bonus Plan Financial Targets and Attainment

    2025 Bonus Plan Financial Targets and Attainment 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 2025 executive compensation cash bonus targets in February of 2025, the Committee considered our 2024 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 factors. The Committee set rigorous target goals and objectives intended to reward executive management for achieving notable growth over 2024’s actual results relative to our industry, notwithstanding the continued challenging business environment. Accordingly, for 2025, our goals for each financial metric were as follows, and were set above prior year actual performance, with payouts calculated based on linear interpolation for achievements between threshold, target and maximum.

  47. 2025 Bonus Plan Financial Targets and Attainment

    | Measure/Weighting | Threshold (millions) | Target (millions) | Max (millions) | | Constant Currency Net Revenues (60%)(1) | $3,999 | $4,230 - $4,330 | $4,500 | | Constant Currency Operating Income (40%)(2) | $681 | $769 - $811 | $859 |

  48. 2025 Bonus Plan Financial Targets and Attainment

    (1) We define constant currency net revenues as total net revenues excluding the effect of foreign exchange rate movements and use it to determine the percentage for the constant currency impact on net revenues on a sequential, year-over-year and current year versus prior year basis. Constant currency impact in dollars is calculated by translating the current period GAAP net revenues using the foreign currency exchange rates that were in effect during the previous comparable period and subtracting it by the current period GAAP net revenues. The percentage for the constant currency impact on net revenues is calculated by dividing the constant currency impact in dollars (numerator) by constant currency net revenues in dollars (denominator). (2) We define constant currency income from operations as GAAP income from operations excluding the effect of foreign exchange rate movements for GAAP net revenues and operating expenses on a sequential, year-over-year and current year versus prior year basis. Constant currency impact in dollars is calculated by translating the current period GAAP net revenues and operating expenses using the foreign currency exchange rates that were in effect during the previous comparable period and subtracting it by the current period GAAP net revenues and operating expenses. In 2025, we achieved GAAP net revenues of $4.035 billion, exceeding our 2024 results by $36 million. Our GAAP operating income was down in 2025 to $546 million compared to $608 million in 2024, based in part on $164 million in extraordinary and non-recurring expenses associated with assets write-down, accelerated depreciation, restructuring charges, and legal settlements as discussed below. Adjusting for these expenses, and on a constant currency basis, our adjusted operating income was $715 million. In addition, our constant currency net revenues were $4.030 billion. Our constant currency net revenues and constant currency operating income performance, and our payout levels under each component of the plan, are shown below:

  49. 2025 Bonus Plan Financial Targets and Attainment

    | Measure/Weight | Achievement (2025) (millions) | Payout | | GAAP Net Revenues | $4,035 | | | Constant currency impact | $(4.875) | | | Constant Currency Net Revenues (60%)(1) | $4,030 | 54.6% | | GAAP Operating Income | $546 | | | Income from operations constant currency impact | $4.935 | | | Operating Income Adjustments(2) | $164 | | | Constant Currency Operating Income (40%)(1) | $715 | 63.2% | | COMPANY MULTIPLIER PAYOUT | | 58.1% |

  50. 2025 Bonus Plan Financial Targets and Attainment

    (1) Payouts for each individual financial measure is determined based on linear interpolation for achievement between threshold, target, and maximum (as shown above). Attainment of revenue results were not adjusted relative to our non-GAAP reporter financials. Operating Income results were adjusted pursuant to the Bonus Plan as described below. (2) Operating Income results were adjusted pursuant to the Bonus Plan as described below. Consistent with prior years, our 2025 Bonus Plan expressly contemplated adjustment for costs and non-recurring items not indicative of core operating performance. In 2025, pursuant to this authority, our Compensation and Human Capital Committee made the following adjustments to the measurement of attainment under the constant currency operating income component of the 2025 Bonus Plan, all of which are included in the non-GAAP adjustments we make to operating income each year when reporting our adjusted earnings. Specifically, in order to align 2025 Bonus Plan payouts with the underlying performance of our business, the Committee excluded $164 million in expenses from our constant currency operating income, as shown above. Without these adjustments, the constant currency operating income component of the 2025 Bonus Plan would not have paid out. No adjustment was made to the constant currency net revenue component of the Bonus Plan. The thresholds for the 2026 Bonus Plan are based on our achieved results in 2025, including the as-adjusted operating income, and our 2026 Bonus Plan will not pay out unless we achieve results that are above those achieved in 2025, as-adjusted.

  51. 2025 Bonus Plan Financial Targets and Attainment

    | Constant Currency Operating Income Adjustments | Rationale | | –Excluded $43M in restructuring costs. | These restructuring costs and other non-recurring items, which were primarily recorded during the third and fourth quarter of 2025, and meant to be margin accretive to the business by streamlining our go-forward operating expenses. | | –Excluded $117M in impairment loss on assets write-down, accelerated depreciation, and inventory impairment | | | –Excluded $4M related to certain legal settlements. | These costs resulted from the conclusion of multi-year legal disputes that are non-recurring and separate from the core operations of our business. |

  52. 2025 Bonus Plan Individual Performance Factor Attainment

    2025 Bonus Plan Individual Performance Factor Attainment Our Compensation and Human Capital Committee determined that, for 2025, 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. As a result, the 2025 individual performance factor component of our Bonus Plan did not modify payouts determined under our financial multipliers.

  53. 2025 Bonus Plan Payouts

    2025 Bonus Plan Payouts The following chart shows attainment under our cash bonus plan for each of our executives. Our Compensation and Human Capital Committee did not exercise its discretion to increase or decrease the formulaic payout of our Bonus Plan.

  54. 2025 Bonus Plan Payouts

    | Name | Target Incentive Award (as % of Base Salary) | Target Incentive Award | Company Multiplier | Individual Performance Factor | Actual Incentive Award | Actual Award as % of Target | | Joseph M. Hogan | 150% | $2,100,000 | 58.1% | 100% | $1,220,100 | 58.1% | | John F. Morici | 75% | $525,000 | 58.1% | 100% | $305,025 | 58.1% | | Julie Coletti | 75% | $487,500 | 58.1% | 100% | $283,238 | 58.1% | | Stuart Hockridge | 75% | $405,000 | 58.1% | 100% | $235,305 | 58.1% |

  55. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We use equity awards to more closely 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 our Compensation and Human Capital Committee at least annually. In 2025, the Committee reviewed our program and determined that our long-term incentive plan should continue to consist of time-based restricted stock units and relative-TSR based market stock units, as shown below.

  56. Long-Term Incentive Compensation

    | Award Type | Rationale for 2025 Portfolio | Vesting Detail | | Why RSUs? | We believe RSUs provide a measure of retention while remaining exposed to stock price movement, and thus incentivizing executives 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 is determined by the percentile ranking of our TSR during the 3-year performance period compared to the TSR of the constituents of the Nasdaq Composite Index over the same period (Relative TSR). Our TSR and the TSR of the indexed companies is calculated based on the change in the 30-day average closing price on the first day of the performance period (typically February 15) and the last day of the performance period (typically February 15), in each case assuming dividend reinvestment. The threshold levels of Relative TSR are 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% of the target shares if total stockholder return is negative. | Three-year performance period with vesting ranging from 0% - 250% of target, with any vesting occurring entirely at the end of year three |

  57. 2025 LTI Awards

    2025 LTI Awards In 2025, our Compensation and Human Capital Committee reviewed our long-term incentive program and concluded that the mix of RSUs and MSUs was generally aligned with market practices and aligned executive interests with our long-term growth. Therefore, the Committee continued to grant MSUs and RSUs as set forth in the below table, with an increased percentage of MSUs for our CEO.

  58. 2025 LTI Awards

    | Name | Target Value (RSUs) (1) | RSU (Shares) | Target Value (MSUs) (1) | Target MSUs (Shares) (1) | | Joseph M. Hogan | $3,450,000 | 15,843 | $8,050,000 | 36,969 | | John F. Morici | $1,089,000 | 5,001 | $2,211,000 | 10,153 | | Julie Coletti | $825,000 | 3,788 | $1,675,000 | 7,692 | | Stuart Hockridge | $462,000 | 2,121 | $938,000 | 4,307 |

  59. 2025 LTI 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 above, up to a maximum of 250% of the amount of the Target Shares. The Target Value of RSUs and MSUs may not reflect the value of those RSUs and MSUs upon vesting. The Committee calculated the target values for equity awards to achieve this desired mix and converted this to shares 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, 2025. 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.

  60. 2023 MSU Payout

    2023 MSU Payout The 2023 MSUs were earned based on our relative stockholder return over a three-year performance period ending February 15, 2026, compared to the Nasdaq Composite Index, with the earned shares eligible to vest only at the end of that three year period. The relative goals for vesting of these MSUs were based on the same TSR performance goals relative to the constituents of the Nasdaq composite Index as shown above for the 2025 MSUs. Over the relevant three year period, our TSR was (36.76)% which was at the 39.9th percentile of the Nasdaq Composite index. Based on this relative performance to the Nasdaq Composite Index, MSUs granted in February 2023 to our NEOs vested at 79.8% of target in February of 2026.

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

    | 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 Committee is a former or current officer of Align or any of our subsidiaries. No member of executive management serves as a member of the board of directors or the compensation committee of any entity that has any members of executive management serving on our Board or the Committee | | | The Committee may delegate such portions of its authority as the Committee may deem appropriate, to one or more members of the Committee to the extent permitted by applicable law, our bylaws and any applicable resolutions of our Board | | 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 our 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 2025, Compensia provided the services below for, or at the request of, the Committee, according to the instructions provided by the Committee: •Analyzed whether the elements of compensation and target TDC 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, establishment of plan parameters and selection of corporate performance measures; •Conducted a comprehensive review of Board compensation and provided recommendations to the Committee and Board regarding non-employee director pay structure; •Provided updates on Nasdaq listing standards, say-on-pay results, and regulatory developments; and, •Assisted with the strategy for developing disclosure in support of our say-on-pay proposal. In addition, the 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 |

  62. Competitive Positioning

    Competitive Positioning Our 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 various factors, including: •market compensation data (peer group data and survey data); •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 or weighted in any predetermined manner), the 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.

  63. The Use of Market Comparison Data

    The Use of Market Comparison Data In connection with our Compensation and Human Capital Committee’s continuing assessment of the competitiveness of executive management’s pay levels and practices relative to its peers, the 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. Our 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 2025, the Committee, with the assistance of Compensia, reviewed and approved a peer group chosen based on the following selection criteria: •Industry - medical device companies and technology companies, which are the industries which we primarily recruit from and compete with for executive talent; •Market Capitalization - companies with a market capitalization between approximately $5.55 billion and $88.77 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 •Revenue - companies with revenue between approximately $1.29 billion to $11.75 billion based upon the last four quarters of revenue at the time of selection which approximated 0.33 to 3.0 times our rolling four quarters of revenues at that time. As a result of its review of the foregoing criteria, the Committee elected to make no changes to the peer group for 2025. At the time of the Committee’s assessment of potential peers performed in the second quarter of 2024, we compared to the 2025 peer group as follows:

  64. The Use of Market Comparison Data

    | | Revenue ($B) | Market Capitalization ($B) | Market Capitalization as a Multiple of Revenue | | Peer Group 50th Percentile | $3.9 | $19.2 | 4.9 | | Align | $4.0 | $22.2 | 5.7 | | Percentile Rank | 52nd | 59th | |

  65. The Use of Market Comparison Data

    Based on its analysis and review of our existing peer group relative to the foregoing criteria and on the recommendation of our independent compensation consultant, our Compensation and Human Capital Committee elected to make no changes to the peer group. As a result, the Compensation and Human Capital Committee determined that the following peer group continued to constitute an appropriate comparative reference for determining executive management compensation for 2025:

  66. The Use of Market Comparison Data

    | Performance Peers | | | | | | Agilent Technologies | Hologic | Revvity | | | Avantor | IDEXX Laboratories | STERIS | | | Bio-Rad Laboratories | Illumina | Teleflex | | | Dentsply Sirona | Insulet | The Cooper Companies | | | DexCom | Masimo | Waters | | | Edwards Lifesciences | Mettler-Toledo | Zimmer Biomet | | | | ResMed | |

  67. The Use of Market Comparison Data

    Reference Peers. Our 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, our Compensation and Human Capital Committee reviews various pay surveys, including the Radford Technology Survey. In addition, the 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 our Compensation and Human Capital Committee’s Discretion. Our Compensation and Human Capital Committee uses peer group and survey data as reference points for assessing appropriate base salary, target total cash compensation and equity compensation for our executive officers. While we believe that comparisons to market data are useful, the 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 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 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 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.

  68. Compensation Program Evaluation and Risk Management

    | Severance and Change of Control Arrangements |

  69. Compensation Program Evaluation and Risk Management

    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, our 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 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. Our 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 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 Committee materially changed our practices regarding change of control payments and benefits. Prior to September 2016, upon a change of control alone, agreements with members of executive management allowed for the acceleration of vesting of outstanding and unvested RSUs as if the executive had performed twelve months of additional service and pro-rata MSU awards based upon the closing of the change in control ("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, 2025, are set forth in “Potential Payments Upon Termination or Change of Control” below.

  70. Change of Control Only

    Change of Control Only Though the cash severance amounts payable to Messrs. Hogan 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 severance 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 Mr. 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 Mr. 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. As previously disclosed, in September 2025, Mr. Hockridge’s employment was terminated without cause, effective May 2026. 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), our 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.

  71. 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 case of Mr. 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 Mr. 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.

  72. Retirement

    Retirement Our RSU and MSU award agreements 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 twelve 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 ten years of continuous service at the time they provide their notice to the CEO; and (iii) the executive officer must have a minimum of six 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 twelve 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. These Retirement Eligibility Terms 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, 2025, only Mr. Hogan has attained the age of 55 and a minimum of ten years of continuous service to Align and is the sole executive eligible for this benefit.

  73. Compensation Tables

    | Summary Compensation Table for Fiscal Year 2025 |

  74. Compensation Tables

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($) | | Joseph M. Hogan, | 2025 | 1,400,000 | 16,556,872 | 1,220,100 | 17,016 | 19,193,988(3) | | President and Chief Executive Officer | 2024 | 1,396,904 | 23,848,513 | 2,058,000 | 17,762 | 27,321,179 | | | 2023 | 1,354,769 | 26,230,870 | 1,346,200 | 20,572 | 28,952,411 | | John F. Morici, | 2025 | 697,692 | 4,675,834 | 305,025 | 21,783 | 5,700,334 | | Chief Financial Officer and Executive Vice President, Global Finance | 2024 | 675,385 | 5,249,435 | 500,000 | 11,567 | 6,436,387 | | | 2023 | 618,461 | 4,581,010 | 286,000 | 77,410 | 5,562,881 | | Julie Coletti, Executive Vice President, Chief Legal and Regulatory Officer | 2025 | 644,231 | 3,542,293 | 283,238 | 13,652 | 4,483,414 | | | 2024 | 597,692 | 3,749,021 | 441,000 | 11,502 | 4,799,215 | | | 2023 | 566,154 | 3,435,758 | 263,000 | 11,016 | 4,275,928 | | Stuart Hockridge, | 2025 | 537,692 | 1,983,440 | 235,305 | 17,872 | 2,774,309 | | Executive Vice President, Global Human Resources(4) | 2024 | 518,462 | 2,624,717 | 382,000 | 18,398 | 3,543,577 | | | 2023 | 498,462 | 2,672,150 | 231,000 | 10,879 | 3,412,491 |

  75. All Other Compensation

    | Grants of Plan-Based Awards for Fiscal Year 2025 |

  76. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards

  77. 2025 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 | | | 2,100,000 | 5,040,000 | | | | | | | RSU | 2/20/2025 | 1/16/2025 | | | | | 15,843 | 3,137,865 | | | MSU | 2/20/2025 | 1/16/2025 | | | 36,969 | 92,422 | | 13,419,008 | | John F. Morici | Bonus Plan | | | 525,000 | 1,260,000 | | | | | | | RSU | 2/20/2025 | 1/16/2025 | | | | | 5,001 | 990,498 | | | MSU | 2/20/2025 | 1/16/2025 | | | 10,153 | 25,382 | | 3,685,336 | | Julie Coletti | Bonus Plan | | | 487,500 | 1,170,000 | | | | | | | RSU | 2/20/2025 | 1/16/2025 | | | | | 3,788 | 750,251 | | | MSU | 2/20/2025 | 1/16/2025 | | | 7,692 | 19,230 | | 2,792,042 | | Stuart Hockridge | Bonus Plan | | | 405,000 | 972,000 | | | | | | | RSU | 2/20/2025 | 1/16/2025 | | | | | 2,121 | 420,085 | | | MSU | 2/20/2025 | 1/16/2025 | | | 4,307 | 10,767 | | 1,563,355 |

  78. Timing of Equity Grants

    | Outstanding Equity Awards at Fiscal 2025 Year End |

  79. Timing of Equity Grants

    | Option Exercises and Stock Vested During Fiscal Year 2025 |

  80. Timing of Equity Grants

    | Potential Payments Upon Termination or Change of Control |

  81. Other Termination of Employment and Change of Control Arrangements

    | CEO Pay Ratio |

  82. 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.

  83. Pay Versus Performance

    | Year | Summary Compensation Table Total for Joseph M. Hogan(1) ($) | Compensation Actually Paid to Joseph M. Hogan(1) (2) (3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1) (2) (3) ($) | Value of Initial Fixed $100 Investment based on:(4) | | Net Income ($ Millions) | Net Revenues (5) ($ Millions) | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2025 | 19,193,988 | 3,855,982 | 4,319,352 | 1,766,695 | 29 | 117 | 410 | 4,035 | | 2024 | 27,321,179 | 5,198,289 | 4,788,150 | 1,542,978 | 39 | 110 | 421 | 3,999 | | 2023 | 28,952,411 | 29,461,070 | 4,375,124 | 4,701,234 | 51 | 100 | 445 | 3,862 | | 2022 | 18,684,044 | (61,348,849) | 3,376,160 | (10,393,452) | 39 | 93 | 362 | 3,735 | | 2021 | 21,591,400 | 76,152,942 | 4,328,778 | 9,498,811 | 123 | 119 | 772 | 3,953 |

  84. 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.

  85. Pay Versus Performance

    | 2021 - 2024 | 2025 | | Julie Coletti | Julie Coletti | | Stuart Hockridge | Stuart Hockridge | | John F. Morici | John F. Morici | | Emory Wright | |

  86. Pay Versus Performance

    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. (1)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.

  87. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2025 | 19,193,988 | (16,556,872) | 1,218,866 | 3,855,982 |

  88. 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 ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 4,319,352 | (3,400,522) | 847,865 | 1,766,695 |

  89. 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:

  90. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2025 | 11,380,710 | (10,031,323) | (130,521) | 1,218,866 |

  91. 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 Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 2,346,870 | (1,477,227) | (21,778) | 847,865 |

  92. 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, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in Align 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 Align’s performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2025. For additional information regarding Net Revenue, including how the measure was determined for purposes of our executive compensation program, see “Executive Compensation—Compensation Discussion and Analysis” above.

  93. Relationship Between Compensation Actually Paid and Company and Peer Group TSR

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

  94. Relationship Between Compensation Actually Paid and Net Income

    Relationship Between 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 five most recently completed fiscal years. 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 five most recently completed fiscal years.

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

  96. Election of Directors

    Election of Directors Our Amended and Restated Bylaws (our “Bylaws”) provide that our Board will consist of one or more members with the number of directors determined from time to time by resolution of our Board. As of the date of this proxy statement, the number of directors is set at eleven (11). George Morrow, who currently serves as a member of our Compensation and Human Capital Committee and our Nominating and Governance Committee, will not stand for re-election at the Annual Meeting. His term as a member of our Board and the committees on which he currently serves will end at the commencement of the Annual Meeting. As a result, our Board has resolved that the size of our Board will be reduced from eleven (11) to ten (10) directors at the conclusion of Mr. Morrow’s term of office. Upon the recommendation of the Nominating and Governance Committee, our Board has nominated the ten (10) director nominees named below for election at the Annual Meeting, each to serve for a one-year term or until a successor is elected and qualified or appointed (the “Nominees”).

  97. Election of Directors

    | Our Board unanimously recommends that you vote “FOR” each of the Nominees named below | | | C. Raymond Larkin, Jr. | Kevin T. Conroy | | Kevin J. Dallas | Joseph M. Hogan | | Joseph Lacob | Anne M. Myong | | Mojdeh Poul | Andrea L. Saia | | Susan E. Siegel | Britt Vitalone |

  98. Election of Directors

    Information concerning each of the Nominees can be found above in the section entitled “Director Nominees.” In the event a Nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any director nominee who shall be designated by the then current Board to fill the vacancy. As of the date of this proxy statement, we are not aware of any Nominee who is unable or will decline to serve as a director. Each Nominee is currently serving on our Board. If a Nominee is not re-elected at the Annual Meeting, Delaware law provides that the director will continue to serve as a “holdover director.” Under our Bylaws and Guidelines, each director has submitted a contingent, irrevocable resignation that our Board may accept if the director is not re-elected. If that were to occur, our Nominating and Governance Committee would make a recommendation to our Board whether to accept or reject the resignation, or whether to take other action. Our Board would act on the Nominating and Governance Committee's recommendation, and publicly disclose its decision and the rationale behind it within 90 days following the date the election results are certified.