ALIGN TECHNOLOGY INC (ALGN)
Sector: Health Care
2026 Annual Meeting Analysis
ALIGN TECHNOLOGY INC · Meeting: May 20, 2026
Directors FOR
3
Directors AGAINST
7
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Dallas has served since 2018, giving him full overlap with the 3-year underperformance period; ALGN's 3-year stock return of -45.7% trails the company's disclosed peer group median of -22.4% by 23.3 percentage points, which exceeds the 20-point trigger threshold for directors whose tenure covers the full underperformance period, and the 5-year gap of -44.2pp versus peers' -24.9% median similarly exceeds the threshold, confirming sustained underperformance rather than a transient dip.
As both CEO and a director since 2015, Hogan has full overlap with the underperformance period; ALGN's 3-year return of -45.7% trails the peer group median of -22.4% by 23.3 percentage points, exceeding the 20-point trigger, and the 5-year gap of -44.2pp versus the peer median of -24.9% also exceeds the threshold, meaning the longer track record does not rescue the 3-year trigger; this director vote is independent of the Say on Pay determination.
Lacob has served since 1997 and bears full accountability for the 3-year underperformance period; ALGN's 3-year return trails the peer group median by 23.3 percentage points, exceeding the 20-point trigger, and the 5-year gap also exceeds the threshold, confirming this is not a short-term anomaly.
Larkin has served as a director and Chairman since 2004, giving him full accountability for the underperformance; the 3-year gap of 23.3 percentage points below the peer median exceeds the 20-point trigger, and the 5-year data does not provide relief as the longer-term gap is even larger at -44.2pp versus peers.
Myong joined in 2019, which is well beyond the 24-month exemption and gives her full overlap with the 3-year underperformance period; the 23.3-percentage-point gap versus the peer median exceeds the 20-point trigger, and the 5-year data also confirms sustained underperformance.
Saia has served since 2013 and has full overlap with the underperformance period; ALGN's 3-year return trails the peer group median by 23.3 percentage points, exceeding the 20-point trigger, and the 5-year data does not provide a mitigant as the gap widens further over the longer horizon.
Siegel joined in 2017, well past the 24-month exemption, and has full overlap with the 3-year underperformance period; the 23.3-percentage-point underperformance versus the peer median exceeds the 20-point trigger and the 5-year data confirms the pattern is not a recent blip.
For Analysis
Joined the board in 2023, which is within the 24-month exemption window, so he is exempt from the stock performance trigger; brings strong healthcare and executive leadership experience.
Joined the board in 2023, which is within the 24-month exemption window, so she is exempt from the stock performance trigger; brings deep healthcare and medical device operating experience.
Joined the board in July 2025, which is well within the 24-month new-director exemption window, so he is automatically exempt from the stock performance trigger; he also brings strong financial expertise relevant to the Audit Committee role.
Eight of the ten director nominees are subject to the stock performance trigger: ALGN's 3-year total return of -45.7% trails the company's own disclosed compensation peer group median of -22.4% by 23.3 percentage points, exceeding the 20-point threshold that applies when absolute 3-year TSR is negative. The 5-year gap of -44.2pp versus the peer median of -24.9% also exceeds the applicable threshold, meaning the 5-year mitigant does not apply and the underperformance is sustained rather than transient. Directors Conroy, Poul, and Vitalone are exempt from the trigger because they joined within the past 24 months. The remaining seven incumbent directors — Dallas, Hogan, Lacob, Larkin, Myong, Saia, and Siegel — all have tenure that covers the full underperformance period and receive AGAINST votes. No overboarding, attendance, independence, or familial relationship concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Joseph M. Hogan
Total Comp
$19,193,988
Prior Support
87%%
The CEO's reported total compensation of $19.2 million in 2025 represents a meaningful 30% decline from $27.3 million in 2024, driven in part by the committee proactively reducing his long-term incentive target by $1 million (a cumulative $2 million reduction over two years), which demonstrates responsiveness to performance and shareholder feedback. Pay structure is strongly aligned with performance: approximately 91% of CEO target pay is at-risk, the annual cash bonus paid out at only 58.1% of target reflecting below-target financial results, and the long-term performance stock awards granted in 2023 vested at only 79.8% of target due to stock underperformance versus the Nasdaq Composite Index — meaning variable pay outcomes tracked the shareholder experience rather than being paid out regardless of results. Prior say-on-pay support was 87%, well above the 70% threshold, the company maintains a meaningful clawback policy, and the overall equity burn rate of 1.1% is well below concerning levels, all of which support a FOR vote on the pay program structure.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$6,152,575
Non-Audit Fees
$1,915,828
Non-audit fees (tax fees of $1,913,378 plus all other fees of $2,450, totaling approximately $1,915,828) represent about 31% of audit fees of $6,152,575, which is well below the 50% threshold that would raise independence concerns; PwC is a Big 4 firm fully appropriate for a company of ALGN's size and complexity; auditor tenure is not disclosed in the proxy so the tenure trigger cannot be applied, and no material financial restatements were identified.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Ratification of Special Meeting Provision in our Bylaws
This is a board-proposed bylaw amendment that gives shareholders who continuously hold at least 25% of Align's outstanding common stock for at least one year the right to require the board to call a special meeting — a meaningful expansion of shareholder rights compared to the prior baseline of no such right at all. While a 25% ownership threshold is relatively high compared to the 10-15% threshold seen at some companies, the improvement from having no special meeting right to having one is a genuine governance step forward that benefits shareholders. Supporting this ratification is consistent with the policy principle of backing transitions that improve shareholder rights, even if the post-transition structure is not perfect.
Overall Assessment
The 2026 Align Technology annual meeting ballot presents a mixed picture: the Say on Pay and auditor ratification proposals both pass our policy screens and receive FOR votes, while seven of the ten director nominees receive AGAINST votes due to sustained stock underperformance — ALGN's 3-year return of -45.7% trails the company's own peer group median by 23.3 percentage points and the 5-year data confirms this is not a transient dip, triggering accountability votes against all directors with full tenure overlap. The special meeting bylaw ratification also receives a FOR vote as a genuine improvement to shareholder rights.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing