Andrea L. Saia

About Andrea L. Saia

Andrea L. Saia (age 67) is an independent director of Align Technology, serving since 2013, with a 40-year career spanning healthcare, medical devices, and consumer products, and holds a B.S. from Miami University and an M.B.A. from Northwestern University . She serves on the Audit Committee, Compensation and Human Capital Committee, and Technology Committee, contributing global sales/marketing, strategic development, and med‑tech operating expertise to board oversight . ALGN’s board is 90% independent, with all non‑CEO directors independent under Nasdaq rules, and all committees composed solely of independent directors; ALGN separates the Chair and CEO roles, reinforcing independent oversight . In 2024, each director attended at least 75% of combined board and committee meetings; the board met six times and independent directors held four executive sessions, indicating active engagement .

Past Roles

External Roles

Board Governance

• Independence: Independent director; all non‑CEO directors are independent; all committees are independent under Nasdaq/SEC rules .
• Committee assignments (non‑chair): Audit; Compensation & Human Capital; Technology .
• Committee oversight areas:
  • Audit: Financial reporting and controls; cybersecurity and data privacy (CISO met four times in 2024); ABAC compliance (two updates in 2024); Code/Speak Up oversight .
  • Compensation & Human Capital: Comp risk oversight; executive comp design; succession planning for non‑CEO execs; consultant independence .
  • Technology: Technology strategy, product development risk, IP, data/analytics and AI initiatives .
• Attendance & engagement: Each director ≥75% attendance; six board meetings; four independent executive sessions in 2024 .
• Governance policies: Majority voting, annual elections, proxy access, prohibition on hedging/pledging, and director stock ownership guideline of $400,000 with full compliance as of 12/31/24 .
• Board leadership: Independent Chair (C. Raymond Larkin, Jr.); Chair and CEO roles separated .

Fixed Compensation

Notes:

• No per‑meeting fees disclosed; chair premiums apply only to committee chairs (Saia is not a chair) .

Performance Compensation

Additional 2025 program note: Committee approved 2025 non‑employee director RSUs with target value $300,000 (Chair $400,000), effective at 2025 annual meeting .

Other Directorships & Interlocks

Expertise & Qualifications

• Medical device and healthcare commercialization; consumer marketing and brand management; global sales/operations—aligned with ALGN’s health‑tech strategy .
• Board‑level skills valued by ALGN include medical device, technology/innovation, cybersecurity/IT/AI, enterprise risk management, and global company experience—capabilities central to the Technology and Audit committees where she serves .

Equity Ownership

Ownership alignment and policies:

• Director stock ownership guideline: $400,000; all directors were in compliance as of 12/31/2024 .
• Prohibited from hedging/pledging ALGN stock; short sales and derivatives prohibited .

Governance Assessment

• Strengths for investor confidence:

  • Extensive med‑tech/consumer expertise across three key committees (Audit, Compensation & Human Capital, Technology), supporting risk oversight in cybersecurity, ABAC compliance, compensation risk, and AI/data governance .
  • Clean independence profile; no related‑party transactions disclosed involving Saia; board/committees fully independent .
  • Strong alignment via equity retainer structure and compliance with meaningful ownership guidelines; hedging/pledging prohibited .
  • Active engagement evidenced by ≥75% attendance across directors and regular executive sessions .

• Pay and incentives (director‑specific):

  • Balanced cash/equity mix; cash reflects multiple committee memberships; equity is time‑based RSUs (no performance metrics), standard among boards and limits risk‑taking incentives at the director level .
  • No options or PSUs/MSUs granted to non‑employee directors in FY2024—reduces pay volatility and avoids performance metric conflicts in oversight roles .

• Potential risks/RED FLAGS:

  • Related‑party optics via ALGN’s marketing/membership arrangements with the Golden State Warriors (entity controlled by a fellow director); amounts are not material and the Audit Committee ratified the membership agreement in March 2025, but the relationship warrants continued monitoring of process rigor and disclosure cadence.

    RED FLAG: Board‑connected marketing spend (Warriors membership/sponsorship) could present perceived conflict; continued pre‑approval and periodic review by the Audit Committee are key mitigants .

  • Time commitment: Saia serves on three committees; ALGN’s Nominating & Governance Committee reviews director time commitments, mitigating overboarding risk .

• Shareholder feedback signal: Say‑on‑pay received ~84% support in 2024; while NEO‑focused, it reflects overall compensation governance receptivity, including committee stewardship where Saia serves .

Overall, Saia’s committee breadth, med‑tech and brand expertise, and compliance with alignment policies support board effectiveness; continued vigilance on related‑party marketing arrangements and maintaining robust pre‑approval/ratification processes will help sustain investor confidence .