Anne M. Myong
ALIGN TECHNOLOGYAbout Anne M. Myong
Independent director since 2019 (age 57), Chair of the Audit Committee and member of the Compensation and Human Capital Committee; qualifies as an “audit committee financial expert.” Former President of Amyris (2021–2023), CEO/CFO of Aura Financial (2020–2021), SVP & CFO of Walmart Global eCommerce (2014–2017), SVP, Chief Financial & Administrative Officer of Walmart China (2011–2014), and VP & CFO of Agilent Technologies China; education: B.B.A. (Computer Information Systems, James Madison University) and M.B.A. (Harvard Business School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amyris, Inc. | President | 2021–2023 | Senior leadership of biotechnology operations |
| Aura Financial | CEO & CFO | 2020–2021 | Led strategy and finance in consumer financial services |
| Walmart Global eCommerce | SVP & CFO | 2014–2017 | Accelerated growth, profitability, and digital transformation across U.S., China, Brazil |
| Walmart China Retail | SVP, Chief Financial & Administrative Officer | 2011–2014 | Financial and administrative leadership in China |
| Agilent Technologies China | VP & CFO | Prior to 2011 | Finance leadership in life sciences software and supplies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Goodwill Industries International, Inc. | Director | 2016–2022 | Non-profit board service; no current public company boards disclosed beyond ALGN |
Board Governance
- Independence: Board determined all directors other than the CEO are independent; all committee members are independent; Myong is designated an “audit committee financial expert” .
- Attendance: Board held six meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; independent directors met in executive session four times; eight directors attended the 2024 annual meeting .
- Policies supporting confidence: Separation of Chair/CEO, majority voting, one share/one vote, proxy access, prohibitions on hedging/pledging, and meaningful stock ownership guidelines (non‑employee directors: $400,000; all in compliance as of Dec 31, 2024) .
| Committee | Position | Members | Key Oversight |
|---|---|---|---|
| Audit | Chair | Anne M. Myong; Kevin J. Dallas; Andrea L. Saia; Mojdeh Poul | Financial reporting/audits; internal controls; cybersecurity/data privacy; ethics/compliance; ABAC oversight; internal audit |
| Compensation & Human Capital | Member | George J. Morrow (Chair); Anne M. Myong; Andrea L. Saia; Kevin T. Conroy | Compensation risk; pay design; succession planning (non‑CEO); HCM oversight; independent consultant (Compensia) |
| Nominating & Governance | — | (Not listed as a member) | Board composition/refreshment; CEO/Board succession; ESG oversight |
| Technology | — | (Not listed as a member) | Product/AI/data strategy; IP; technology risk |
Fixed Compensation
| Cash Fee Schedule (2024) | Current Fee |
|---|---|
| Annual Board retainer | $50,000 |
| Audit or Compensation Committee membership (each) | $13,500 |
| Audit or Compensation Committee Chair (each) | $27,000 |
| Nominating or Technology Committee membership (each) | $5,000 |
| Nominating or Technology Committee Chair (each) | $15,000 |
| Chair of the Board retainer | $100,000 |
| Anne M. Myong – 2024 Director Compensation | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $90,500 |
| Stock Awards ($) | $299,766 (time‑based RSUs; FASB ASC 718 grant-date fair value) |
| Total ($) | $390,266 |
| RSUs Granted (shares) | 1,148 |
Performance Compensation
| Equity Award | Grant Date | Shares | Grant-Date Value | Vesting |
|---|---|---|---|---|
| Annual RSU (Non‑Chair) | May 22, 2024 | 1,148 | $299,766 | 100% on earlier of one‑year anniversary or next annual meeting (expected May 21, 2025) |
| Annual RSU (Non‑Chair, 2025) | May 21, 2025 | 1,745 | Long‑term incentive value approved at $300,000 (shares determined by meeting‑day close) | 100% on earlier of May 21, 2026 or next annual meeting |
| Director Equity Plan – Change-of-Control Provisions | Details |
|---|---|
| Outside Director awards assumed/substituted and then director terminated (other than voluntary resignation) | Full vesting of options/SARs; restrictions on RSUs/PSUs lapse; performance goals deemed achieved at 100% of target unless otherwise provided |
| Performance Metrics Tied to Director Equity | Status |
|---|---|
| RSU performance conditions | None; RSUs are time‑based and not subject to market/performance conditions; no MSUs/PSUs granted to outside directors in last fiscal year |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in proxy biography beyond ALGN |
| Compensation committee interlocks | None; no members are current/former officers of Align; no reciprocal interlocks with other entities |
| Independent compensation consultant | Compensia retained by Compensation & Human Capital Committee; independence reviewed and confirmed |
Expertise & Qualifications
- Deep global finance and accounting experience; led Walmart Global eCommerce finance through digital transformation and multi‑country growth .
- Audit committee financial expert designation; chairs Audit Committee overseeing financial reporting, internal controls, cybersecurity/data privacy, ethics/compliance .
- Operational leadership in retail/e‑commerce and life sciences across U.S., China, Brazil; omnichannel and digital marketing expertise .
- Education: B.B.A. (JMU) and M.B.A. (Harvard Business School) .
Equity Ownership
| Metric (as of March 24, 2025) | Value |
|---|---|
| Outstanding Shares Beneficially Owned | 6,937 |
| RSUs/MSUs vesting on or before May 23, 2025 | 1,148 |
| Total Shares Beneficially Owned | 8,085 |
| % of Outstanding Shares | <1% (based on 73,210,327 shares outstanding) |
- Stock ownership guidelines: Non‑employee directors must hold $400,000 of company stock; “ownership” includes directly held shares and underlying RSUs; all such individuals in compliance as of Dec 31, 2024 .
- Hedging/pledging prohibited for directors and employees, supporting alignment and risk discipline .
Insider Trades (Form 4 excerpts)
| Date | Code | Security | Shares | Notes |
|---|---|---|---|---|
| 05/21/2025 | M | RSUs → Common Stock | 1,148 | Vested 100% from 05/22/2024 RSU; shares delivered |
| 05/21/2025 | A | RSUs | 1,745 | Annual grant; vests 100% on earlier of 05/21/2026 or next annual meeting |
Governance Assessment
- Board effectiveness: Myong’s finance leadership and audit expertise strengthen oversight of reporting, controls, and cyber/data risks as Audit Chair; independence and committee composition meet Nasdaq/SEC standards .
- Alignment and incentives: Director pay is a mix of modest cash retainers and time‑based RSUs; ownership guidelines and anti‑hedging/pledging rules underpin long‑term alignment (all in compliance as of 12/31/2024) .
- Shareholder signals: 2024 say‑on‑pay support of ~84% indicates generally favorable investor sentiment toward compensation governance . Clawback policy (effective Dec 1, 2023) reinforces accountability .
- Conflicts/related parties: No related‑party transactions disclosed involving Myong. Notably, a Golden State Warriors sponsorship and ticket agreement linked to director Joseph Lacob was not pre‑approved but was ratified by the Audit Committee in March 2025—appropriate remediation but a governance sensitivity to monitor. RED FLAG: prior non‑compliance with pre‑approval process for a related‑party arrangement now addressed by Audit Committee oversight .
- Change‑of‑control provisions: Outside director awards may accelerate (time‑based and performance deemed at 100%) upon certain post‑CoC terminations—standard market terms but can dilute performance linkage; overall equity for directors remains time‑based .