C. Raymond Larkin, Jr.
ALIGN TECHNOLOGYAbout C. Raymond Larkin, Jr.
Independent Chair of the Board at Align Technology (ALGN). Age 76; director since 2004 (≈21 years of service as of 2025). Former President & CEO of Nellcor Puritan Bennett; U.S. Marine Corps veteran (Captain). B.S. in Industrial Management from LaSalle University. Board role: Independent Director and Chairman of the Board; member, Nominating & Governance Committee. The Board separates Chair and CEO roles; all directors other than the CEO are independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Group Outcome L.L.C. | Principal | 1999–2010 | Merchant banking leadership |
| Eunoe, Inc. | Chief Executive Officer | 2003–2007 | Medical device operator experience |
| Cutlass Capital | Venture Partner | Prior (dates not specified) | VC/medtech investing |
| Nellcor Puritan Bennett, Inc. | President & CEO | Prior (dates not specified) | Grew Nellcor to nearly $1B in revenue, established pulse oximetry as standard of care |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Shockwave Medical, Inc. | Chair | 2019–2024 | Medtech board leadership |
| NeuroPace, Inc. | Director | 2008–2019 | Neuro device governance |
| HeartWare, Inc. | Chair | 2008–2018 | Cardiac devices oversight |
| Reva Medical, Inc. | Chair | 2008–2018 | Medical device governance |
Board Governance
- Board structure: 10 directors; 90% independent; Chair and CEO roles separated. Independent committees (Audit; Compensation & Human Capital; Nominating & Governance; Technology). Independent directors held four executive sessions in 2024; Board held six meetings; each director attended at least 75% of meetings.
- Committee assignments (Larkin): Chairman of the Board; member, Nominating & Governance Committee (NGC). NGC oversees board composition, CEO/board succession, and ESG oversight.
- Stockholder engagement: Board and management conduct year‑round outreach; board members join as appropriate. From Jan–Mar 2025, ALGN engaged holders of >25% of shares after outreach to >65%.
- Governance improvements: Board proposed replacing supermajority provisions with simple majority voting in 2025; maintains proxy access (3%/3 years up to 20% of board); prohibits hedging/pledging by directors/officers.
- Say‑on‑Pay support: 84% approval in 2024.
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Board Chair Cash Retainer | $100,000 | Chair is only compensated via Chair retainer (no separate board retainer or committee member fees) |
| 2024 Cash Paid (Larkin) | $100,000 | Reported “Fees Earned or Paid in Cash” for FY2024 |
Program reference (for context): non‑chair board retainer $50,000; Audit/Comp committee member retainer $13,500; NGC/Tech member retainer $5,000; committee chair retainers: Audit/Comp $27,000; NGC/Tech $15,000. Chairs and the Board Chair do not also receive member fees.
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Shares/Units | Grant Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSU (Annual, Chair-level) | May 22, 2024 | 1,531 | 399,775 | 100% on earlier of 1‑year anniversary or next annual meeting (expected May 21, 2025) |
- Pricing reference: number of RSUs based on closing price $261.12 on grant date; non‑chair directors received 1,148 RSUs ($300,000).
- No stock options or performance‑based awards granted to directors; RSUs are time‑based.
Other Directorships & Interlocks
- Current public company directorships: Not disclosed for Larkin as of the 2025 proxy (Shockwave service ended in 2024).
- Compensation committee interlocks: None disclosed for the Compensation & Human Capital Committee (and Larkin is not a member).
- Related‑party transactions: 2021–2024 sponsorships and 2018 ticket agreement with Golden State Warriors (affiliated with director Joseph Lacob); one item (tickets) was not pre‑approved but ratified in March 2025. No Larkin‑specific related‑party transactions disclosed.
Expertise & Qualifications
- Deep medtech leadership and operating background; strategic business development; scaled Nellcor to ~$1B revenue and established pulse oximetry standard of care. U.S. Marine Corps leadership experience (Captain).
Equity Ownership
| Holder | Outstanding Shares Beneficially Owned | RSUs/MSUs Vesting on or before May 23, 2025 | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| C. Raymond Larkin, Jr. | 23,597 | 1,531 | 25,128 | <1% |
- Ownership guideline: Non‑employee directors required to hold $400,000 in ALGN equity (5‑year compliance window). As of Dec 31, 2024, all such individuals were in compliance (ownership includes RSUs; excludes options). Hedging and pledging prohibited.
Governance Assessment
Strengths
- Independent, non‑executive Chair structure with experienced medtech operator (Larkin) enhances board oversight; clear separation of Chair/CEO roles.
- Robust independence, committee structure, executive sessions, and high director attendance.
- Shareholder‑friendly policies: proxy access; movement to simple majority voting; clawback policy; prohibition on hedging/pledging; meaningful director ownership guidelines; active investor outreach.
- Director pay mix emphasizes equity (time‑based RSUs), aligning with long‑term value without encouraging risk‑taking.
Watch items / potential red flags
- Related‑party items with the Warriors organization (affiliated with another director) including one not pre‑approved (later ratified) indicate a process lapse; continued monitoring of related‑party review rigor is warranted. No Larkin‑specific RPTs disclosed.
- Director equity is time‑based (no performance conditions); while standard for directors, it provides alignment primarily through ownership/stock price rather than explicit performance metrics.
Attendance and Engagement
- Board met six times in 2024; each director attended ≥75%; independent directors held four executive sessions—supports oversight and engagement.
Compensation Alignment (context)
- 2024 Say‑on‑Pay passed with 84% support; independent consultant used for compensation reviews; no compensation committee interlocks disclosed.
Executive Sessions & Risk Oversight (context for Chair role)
- Committees oversee financial reporting/cybersecurity (Audit), compensation and succession (Comp & HC), governance/succession/ESG (NGC), and technology/AI (Tech). As Chair and NGC member, Larkin participates in CEO/Board succession and governance oversight.
Overall implication for investor confidence
- Larkin’s long tenure, medtech operating track record, and role as independent Chair support board effectiveness and strategic oversight. The board’s governance enhancements (simple majority proposal, ownership policies, no hedging/pledging) are positive; ensure strict pre‑approval of future related‑party transactions to avoid process lapses.