Joseph Lacob
ALIGN TECHNOLOGYAbout Joseph Lacob
Independent director of Align Technology since 1997; age 69. He currently serves as Chair of the Nominating and Governance Committee and is a member of the Technology Committee. Background includes Governor, Co‑Executive Chairman and CEO of the Golden State Warriors (2010‑present) and former Partner at Kleiner Perkins (1987‑2010); degrees include B.S. (UC Irvine), M.P.H. (UCLA), and MBA (Stanford) . The Board has determined all directors other than the CEO are independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kleiner Perkins Caufield & Byers | Partner | 1987–2010 | Closely involved in >50 life science investments; incubation of a dozen ventures; extensive med‑tech exposure |
| Cetus (now Chiron) | Various positions | Prior to 1987 (not specified) | Biotechnology operating experience |
| FHP International | Various positions | Prior (not specified) | Health maintenance organization experience |
| Booz, Allen & Hamilton | Various positions | Prior (not specified) | Consulting experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Golden State Warriors / Golden State WNBA | Governor, Co‑Executive Chairman & CEO | 2010–present | Current operating role |
| NeuroPace, Inc. | Director | 1997–present | Public company directorship listed in biography |
| Orexigen Therapeutics, Inc. | Director | 2004–2012 | Former public company directorship |
Board Governance
- Committee assignments: Chair, Nominating and Governance Committee; Member, Technology Committee .
- Independence: Board determined all directors except CEO are independent under Nasdaq; all committee members are independent under Nasdaq/SEC rules .
- Attendance and engagement: In 2024, each director attended at least 75% of Board and committee meetings; Board met six times; independent directors held four executive sessions .
- Board leadership: Independent Chair (C. Raymond Larkin, Jr.); roles of CEO and Chair separated .
- Evaluations and succession: Annual Board/committee self‑assessments; Nominating & Governance Committee oversees CEO and Board succession and board refreshment .
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual Board retainer (cash) | $50,000 | Paid quarterly |
| Nominating & Governance Committee – Chair retainer | $15,000 | Chairs not additionally compensated as members |
| Technology Committee – Member retainer | $5,000 | Paid to members (non‑chair) |
| 2024 Fees Earned (Lacob) | $69,167 | Actual cash paid in 2024 per director comp table |
Performance Compensation
| Equity Award | Grant Date | Shares/Value | Vesting & Metrics |
|---|---|---|---|
| Annual Director RSUs | May 22, 2024 | 1,148 RSUs; $299,766 grant‑date fair value | Vests 100% at earlier of one‑year from grant or next annual meeting; expected vest May 21, 2025; time‑based, not subject to performance or market conditions |
| Equity program design | — | — | Non‑employee directors received RSUs with target LTI value $300,000 (Chair of Board $400,000); shares calculated using $261.12 close on grant date; minimum 1‑year vesting; director award limit of $1,000,000 fair value per fiscal year under plan |
No performance metrics apply to non‑employee director RSUs; awards are time‑based, not performance‑based .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | NeuroPace, Inc. (director) |
| Other leadership roles | Governor/Co‑Executive Chairman & CEO, Golden State Warriors (operating role) |
| Prior public boards | Orexigen Therapeutics, Inc. (2004–2012) |
| Compensation committee interlocks | Company discloses no compensation committee interlocks; committee composed solely of independent directors; no member of exec management serves on boards/committees that would create interlocks |
Expertise & Qualifications
- Strategic and investment expertise across technology, healthcare, and life sciences; consumer marketing, finance, and M&A experience; deep med‑tech investing/board experience from Kleiner Perkins .
- Education: B.S. Biological Sciences (UC Irvine), M.P.H. (UCLA), MBA (Stanford) .
Equity Ownership
| Holder | Outstanding Shares Beneficially Owned | RSUs/MSUs vesting by May 23, 2025 | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Joseph Lacob | 133,023 | 1,148 | 134,171 | <1% |
| Director stock ownership guideline | $400,000 | — | Compliance as of 12/31/2024 | Policy prohibits hedging/pledging; all directors in compliance as of 12/31/2024 |
Related-Party Transactions and Conflicts
- Golden State Warriors ticket membership: Since April 2018, Align purchases Warriors tickets annually; cost exceeds $120,000 per year; not pre‑approved per Audit Committee charter; Audit Committee ratified in March 2025. Lacob is Governor/Co‑Exec Chair & CEO of Golden State Warriors, LLC .
- Marketing sponsorship: Sponsorship agreement with Golden State Warriors, LLC (2021; amended 2023, 2024) making Invisalign an “Official Smile Partner”; annual cost exceeds $120,000; Lacob holds leadership role in the counterparty entity .
RED FLAG: Related‑party exposure with the Warriors, including a prior lapse in pre‑approval that required ratification in March 2025. While disclosed and ratified, these transactions require ongoing independent oversight to mitigate perceived conflicts .
Director Compensation Mix (2024 actuals)
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Joseph Lacob | 69,167 | 299,766 | 368,933 |
Attendance & Engagement (Board‑level)
| Metric (2024) | Value |
|---|---|
| Board meetings held | 6 |
| Director attendance | Each director ≥75% of Board and committee meetings served |
| Independent director executive sessions | 4 |
Say‑on‑Pay & Shareholder Signals
- 2024 say‑on‑pay support: Approximately 84% of votes cast supported NEO compensation at May 2024 meeting, indicating generally supportive shareholder sentiment toward compensation governance .
Governance Assessment
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Strengths:
- Long‑tenured independent director with deep healthcare/technology investing and operating experience; chairing Nominating & Governance aligns with board refreshment and succession priorities .
- High ownership alignment relative to peers for a non‑employee director; compliant with robust $400,000 stock ownership guideline; hedging/pledging prohibited .
- Independent Board leadership structure with separate Chair and CEO; all committee members independent .
- Attendance threshold met; recurring independent executive sessions support independent oversight .
-
Risks / RED FLAGS:
- Ongoing related‑party transactions with the Golden State Warriors (tickets and sponsorship) where Lacob is a senior executive; one instance not pre‑approved per policy and ratified in March 2025—requires continued scrutiny, documented recusals, and clear demonstration of arms‑length terms .
- Time‑commitment risk from significant external operating role (Warriors leadership) mitigated by the company’s practice to review director time commitments within Nominating & Governance .
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Implications for investors:
- Governance influence is significant via chairing Nominating & Governance amid active board refreshment and succession oversight; track how this committee manages director pipeline and CEO succession .
- Maintain focus on Audit Committee oversight of related‑party arrangements for pricing, competitive bids, and disclosure—even when not material—to protect investor confidence .