George J. Morrow
ALIGN TECHNOLOGYAbout George J. Morrow
George J. Morrow (age 73) is an independent director at Align Technology, Inc. (ALGN) and has served on the Board since 2006. He is Chair of the Compensation and Human Capital Committee and a member of the Nominating and Governance Committee. Morrow holds a B.S. in Chemistry (Long Island University – Southampton College), an M.S. in Biochemistry (Bryn Mawr College), and an MBA (Duke University) . The Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amgen Inc. | EVP, Global Commercial Operations | 2003–2011 | Oversaw all commercial functions in >50 countries |
| Amgen Inc. | EVP, Worldwide Sales & Marketing | 2001–2003 | Led global sales/marketing strategy |
| Glaxo Wellcome Inc. (GSK) | President & CEO | Prior (dates not disclosed) | Senior leadership in biopharma; commercial and governance expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Neurocrine Biosciences, Inc. | Director | 2015–present | Current public company board |
| Vical, Inc. | Director | 2012–2019 | Prior public company board |
| Otonomy, Inc. | Director | 2015–2018 | Prior public company board |
| Human Genome Sciences, Inc. | Director | Not disclosed | Prior board |
| Glaxo Wellcome, Inc. | Director/Officer | Not disclosed | Prior board/role |
| Safeway, Inc. | Director | Not disclosed | Prior board |
| National Commerce Bank | Director | Not disclosed | Prior board |
Board Governance
- Committee assignments: Chair, Compensation & Human Capital Committee; Member, Nominating & Governance Committee .
- Compensation & Human Capital Committee scope: oversees executive pay, incentive plan risk, consultant independence (Compensia), succession planning for non-CEO executives, and human capital strategy; no interlocks or insider participation among committee members .
- Nominating & Governance Committee scope: board composition/refreshment, governance principles, CEO/board succession, ESG oversight .
- Independence & structure: 90% of directors are independent; only independent directors sit on committees; Chair and CEO roles are separated .
- Attendance: Each director attended at least 75% of Board/committee meetings in 2024; Board held six meetings; independent directors met in executive session four times .
- Ownership and trading policy: Non-employee director stock ownership guideline of $400,000; all individuals were in compliance as of Dec 31, 2024; hedging and pledging of company stock are prohibited .
- Say-on-pay and shareholder engagement: 84% approval on 2024 say‑on‑pay; extensive year‑round investor engagement; committee charters amended to include ESG and human capital oversight; clawback policy adopted .
Fixed Compensation
| Component (2024 Non-Employee Director Program) | Amount (USD) | Notes |
|---|---|---|
| Annual Board Retainer | $50,000 | Paid quarterly |
| Committee Membership – Comp & Human Capital / Audit | $13,500 | Per committee; chairs not additionally compensated as members |
| Committee Chair – Comp & Human Capital / Audit | $27,000 | Per applicable chair role |
| Committee Membership – Nominating & Governance / Technology | $5,000 | Per committee; chairs not additionally compensated as members |
| Committee Chair – Nominating & Governance / Technology | $15,000 | Per applicable chair role |
| Chair of the Board Retainer | $100,000 | Applies only to Board Chair |
| George J. Morrow – 2024 Cash Fees | Amount (USD) |
|---|---|
| Board Retainer | $50,000 |
| Chair – Compensation & Human Capital Committee | $27,000 |
| Member – Nominating & Governance Committee | $5,000 |
| Total Fees Earned (2024) | $82,000 |
Performance Compensation
| Equity Grant | Grant Date | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| RSU – Annual Director Grant | May 22, 2024 | 1,148 | $299,766 | 100% on earlier of one-year anniversary or next annual meeting; expected May 21, 2025 |
- No stock options, PSUs, or MSUs are granted to non-employee directors; director RSUs are time-based only (no performance conditions) .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Compensation Committee Interlocks | None; committee members are independent and not current/former employees; no reciprocal interlocks with other issuers . |
| Related-party exposure | Company has related-party sponsorship and ticketing arrangements with Golden State Warriors (director Joseph Lacob); one item was ratified by Audit Committee in March 2025; not material to ALGN; no such transactions disclosed for Morrow . |
Expertise & Qualifications
- Leadership in global sales, marketing, and operations; governance experience; expertise in growth-driven sales compensation strategy and risk controls .
- Brings medical device regulatory/compliance understanding and corporate governance experience; led Amgen’s commercial functions across >50 countries .
Equity Ownership
| Holder | Outstanding Shares (as of Mar 24, 2025) | RSUs/MSUs Vesting by May 23, 2025 | Total Beneficially Owned | % of Outstanding Shares |
|---|---|---|---|---|
| George J. Morrow | 5,416 | 1,148 | 6,564 | <1% (based on 73,210,327 shares) |
- Stock ownership guideline: $400,000; all directors/executives compliant as of Dec 31, 2024 .
- Hedging and pledging prohibited, supporting alignment .
Governance Assessment
- Strengths: Independent director with deep healthcare commercialization and compensation governance expertise; chairs the Compensation & Human Capital Committee with robust pay-for-performance oversight, independent consultant (Compensia), annual risk assessment, clawback policy, and strong shareholder engagement (84% say‑on‑pay support) .
- Alignment: Meets director ownership guideline; receives standard cash retainer and annual RSU grant with one‑year vesting; hedging/pledging prohibited .
- RED FLAGS to monitor: Long tenure since 2006 (potential entrenchment consideration despite independence determination) ; board-level related-party arrangements with another director (Lacob) require continued Audit Committee oversight (one item not pre‑approved but ratified in March 2025) .
- Attendance/engagement: Board met six times; independent directors held four executive sessions; all directors ≥75% attendance in 2024—no attendance concerns signaled .
Implications: Morrow’s committee leadership, clean interlock profile, and adherence to ownership/anti-hedging policies support investor confidence in compensation governance. The absence of personal related-party transactions and strong say‑on‑pay outcomes reduce conflict risk; ongoing oversight of board-level related-party items and the director’s long tenure should be kept under review .