Julie Coletti
ALIGN TECHNOLOGYAbout Julie Coletti
Executive Vice President, Chief Legal and Regulatory Officer at Align Technology (ALGN); age 57 as of Feb 28, 2025. Tenure at Align since 2018 with progressive leadership roles culminating in EVP in 2022 . Compensation is heavily equity-weighted with market stock units (MSUs) tied to relative TSR; MSUs granted in Feb 2022 vested at 72.4% of target in Feb 2025 due to three-year TSR underperformance versus the Nasdaq Composite . Align’s year-end stock prices of $210.90 (2022), $274.00 (2023), and $208.51 (2024) frame realizable equity outcomes and program calibration .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Align Technology | EVP, Chief Legal and Regulatory Officer | 2022–Present | — |
| Align Technology | SVP, Chief Legal and Regulatory Officer | 2019–2022 | — |
| Align Technology | VP, Associate General Counsel, Strategic Commercial Affairs | 2018–2019 | — |
| Danaher | VP, Global General Counsel & Chief Compliance Officer | 2013–2017 | — |
| Bayer HealthCare (MEDRAD/Radiology & Interventional) | VP, Chief Legal Officer & Corporate Secretary | 2007–2013 | — |
External Roles
No public company directorships disclosed for Ms. Coletti in ALGN’s 10-K executive officer section .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $517,692 | $566,154 | $597,692 |
| Target Bonus % of Salary | — | 70% | 75% |
| Actual Bonus ($) | $0 | $263,000 | $441,000 |
| All Other Compensation ($) | $10,296 | $11,016 | $11,502 |
| Total Compensation ($) | $3,246,951 | $4,275,928 | $4,799,215 |
Performance Compensation
Annual Cash Incentive (2024)
| Component | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Company Performance Multiplier | — | 100% | 98% | 98% of target | Cash; paid following year |
| Individual Performance Factor | — | 100% | 100% | 98% overall after company multiplier | Cash; paid following year |
Long-Term Incentives (2024 portfolio design)
| Award Type | Weighting (non-CEO NEOs) | Grant Detail | Vesting & Performance |
|---|---|---|---|
| RSUs | 33% | 2,391 shares granted on 2/20/2024; grant date fair value $749,650 | Time-based; 25% annually over 4 years. Tranches vest on 2/20 annually (2025–2028 for 2024 grant) |
| MSUs (relative TSR) | 67% | Target 4,855 shares on 2/20/2024; grant date fair value $2,999,370 | 3-year TSR vs Nasdaq Composite; vesting 0–250% of target at end of year 3; if total shareholder return < 0, vesting capped at 100% |
Recent MSU Outcome
| Grant | Performance Window | Earned % of Target | Vest Date |
|---|---|---|---|
| Feb 2022 MSUs | 2022–2024 relative TSR | 72.4% (underperformance vs Nasdaq Composite) | Feb 20, 2025 |
Equity Ownership & Alignment
Beneficial Ownership (as of Mar 24, 2025)
| Holder | Outstanding Shares Owned | RSUs/MSUs Vesting by May 23, 2025 | Total Beneficially Owned | % of Outstanding |
|---|---|---|---|---|
| Julie Coletti | 7,068 | — | 7,068 | <1% of 73,210,327 shares |
Stock Ownership Guidelines and Policies
- Executives (other than CEO) guideline: 3x annual base salary; five years to achieve; all such individuals in compliance as of Dec 31, 2024 .
- Hedging and pledging prohibited by Insider Trading Policy .
- No stock options granted or outstanding; company does not grant options and pledges not to reprice/exchange .
Outstanding Equity Awards (FY 2024 year-end; market price $208.51)
| Award Type | Not Vested Shares | Market Value ($) | Unearned MSU Target Shares | MSU Payout Value ($) |
|---|---|---|---|---|
| RSUs (vest schedule across grants) | 222 | $46,289 | — | — |
| RSUs | 583 | $121,561 | — | — |
| RSUs | 1,615 | $336,744 | — | — |
| RSUs | 2,391 | $498,547 | — | — |
| MSUs (2023 grant; vested Feb 20, 2025) | — | — | 2,335 | $486,871 |
| MSUs (2023 target) | — | — | 4,374 | $912,023 |
| MSUs (2024 target) | — | — | 4,855 | $1,012,316 |
Note: 2022 MSUs fully vested on Feb 20, 2025; Ms. Coletti earned 1,690 shares from that tranche . In 2024, Ms. Coletti realized $1,031,200 in value from vesting RSUs/MSUs across 3,289 shares; net shares issued reflect tax withholding at vest .
Employment Terms
Agreement and Key Provisions
| Item | Term |
|---|---|
| Employment Agreement Date | May 17, 2019 |
| Severance (termination unrelated to CoC) | One year’s base salary |
| Change-of-Control (CoC) Structure | Double-trigger for cash and equity; immediate vesting of outstanding awards upon qualifying termination within 18 months after CoC; lump-sum of current base salary, prorated current-year target bonus, and greater of current-year target or prior-year actual bonus; COBRA premiums paid up to 12 months |
Estimated Potential Payments (trigger date Dec 31, 2024; stock price $208.51)
| Scenario | Severance Payment ($) | RSUs ($) | MSUs ($) | Health & Welfare ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary/Good Reason not related to CoC | $600,000 | — | — | $9,765 | $609,765 |
| Involuntary/Good Reason related to CoC (double-trigger) | $1,500,000 | $1,003,142 | $6,028,024 | $9,765 | $8,540,931 |
Governance and Clawbacks
- Executive compensation clawback policy compliant with SEC/Nasdaq requirements .
- Careful equity burn rate management; gross burn rate 1.0% in 2024; no options granted or repriced .
Investment Implications
- Alignment: Heavy MSU weighting (67% for non-CEO NEOs) ties realizable pay to three-year relative TSR; recent MSU payout at 72.4% indicates underperformance vs Nasdaq Composite, moderating realized equity value and signaling pay-for-performance integrity .
- Retention risk: RSUs vest annually each Feb 20, providing ongoing retention; severance for non-CoC terminations is limited to one year’s base salary, reducing regression-to-mean windfalls and encouraging performance continuity .
- Insider selling pressure: 2024 vesting created $1.03M of realized value across 3,289 shares, with net shares issued after tax withholding; periodic Feb vest dates may drive regular sell-to-cover flow, though hedging/pledging is prohibited .
- Ownership and governance: Beneficial ownership is de minimis (<1%), balanced by strict 3x salary ownership guidelines and company-wide compliance; say‑on‑pay support was ~84% in 2024, indicating shareholder endorsement of the program .
- Legal/regulatory overhang: Historical derivative suits were settled with no monetary payments by Align/defendants other than insured attorneys’ fees; final approval Feb 4, 2025 reduces governance risk perception .