Kevin J. Dallas
ALIGN TECHNOLOGYAbout Kevin J. Dallas
Kevin J. Dallas (age 61) has served on Align’s Board since 2018 and is an independent director; he currently chairs the Technology Committee and also serves on the Audit Committee . He is CEO of EnterpriseDB (since 2023), formerly CEO of Wind River Systems (2020–2022), and previously Corporate Vice President for Cloud & AI Business Development at Microsoft (1996–2020); he holds a B.Sc. in Electrical and Electronic Engineering from Staffordshire University . The Board has determined all directors other than the CEO are independent under Nasdaq rules, and committee memberships are composed solely of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EnterpriseDB Corporation | Chief Executive Officer | 2023 – present | Operating executive role (software); current external leadership position |
| Wind River Systems, Inc. | Chief Executive Officer | 2020 – 2022 | Led an embedded/edge software business |
| Microsoft Corporation | Corporate VP, Cloud & AI Business Development | 1996 – 2020 | Drove digital transformation initiatives across connected/autonomous vehicles, industrial IoT, manufacturing, retail, financial services, media, healthcare |
| NVIDIA; National Semiconductor (now TI) | Various positions | Prior to 1996 | Technology industry roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EnterpriseDB Corporation | Chief Executive Officer | 2023 – present | Operating role, not a disclosed public company board seat |
| Other public company boards | — | — | None disclosed in ALGN 2025 proxy for Dallas |
Board Governance
- Committees: Chair, Technology Committee; member, Audit Committee . Technology Committee members include Dallas, Joseph Lacob, Andrea L. Saia, and Susan E. Siegel; it oversees major technology strategy, AI/data analytics initiatives, IP portfolio, and technology risk to strategy .
- Audit Committee scope: financial reporting/internal controls; cybersecurity and data privacy risk oversight; compliance/ethics; ABAC program oversight; PwC appointed for FY2025; members: Anne M. Myong (Chair), Mojdeh Poul, Kevin J. Dallas, Andrea L. Saia .
- Attendance and engagement: In 2024, each director attended at least 75% of Board/committee meetings; the Board met six times; independent directors held four executive sessions .
- Independence and structure: All directors other than the CEO are independent; committees are all-independent; roles of Chair and CEO are separated with an independent Chair .
- Chair appointment timing: Dallas was appointed Chair of the Technology Committee in February 2024 .
Fixed Compensation (Director)
| Component | Terms/Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $50,000 | Paid quarterly |
| Audit or Comp Committee member retainer (cash) | $13,500 | Per committee; paid quarterly |
| Tech or Nominating Committee member retainer (cash) | $5,000 | Per committee; paid quarterly |
| Audit or Comp Committee Chair retainer (cash) | $27,000 | In lieu of member fee |
| Tech or Nominating Committee Chair retainer (cash) | $15,000 | In lieu of member fee |
| Board Chair retainer (cash) | $100,000 | No additional committee fees for Chair |
| Director (2024) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Kevin J. Dallas | $76,833 | $299,766 | $376,599 |
Notes: Non-employee director compensation was reviewed against peer practices by independent consultant Compensia; committee concluded no changes for 2024 . The Compensation and Human Capital Committee uses an independent consultant (Compensia) and reviewed its independence; Compensia performed no other work .
Performance Compensation (Director)
| Grant Date | Award Type | Shares Granted | Grant-Date Fair Value | Vesting/Performance Conditions |
|---|---|---|---|---|
| May 22, 2024 | RSUs (annual grant) | 1,148 | $299,766 | 100% vests on earlier of 1-year anniversary or next annual meeting; expected full vest on May 21, 2025; time-based only, no performance conditions |
Additional program detail: Standard non-Chair director equity grant sized at $300,000 long-term value, calculated using the closing price ($261.12) on the 2024 annual meeting date .
Other Directorships & Interlocks
| Company | Role/Connection | Interlock/Transaction | Status |
|---|---|---|---|
| — | No other public company directorships disclosed for Dallas | — | — |
| Golden State Warriors, LLC | Related-party (board-level, not Dallas) | Membership agreement (tickets) entered 2018; cost >$120k/yr; not material to Align; ratified March 2025 after initial process gap | Ratified by Audit Committee |
| Golden State Warriors, LLC | Related-party (board-level, not Dallas) | Sponsorship (“Official Smile Partner”); cost >$120k/yr; not material to Align | Ongoing; disclosed |
No related-person transactions involving Dallas were disclosed in the 2025 proxy .
Expertise & Qualifications
- 25+ years in digital innovation across technology leaders; deep expertise in cybersecurity, AI, machine learning, and information technology .
- Drove digital transformation initiatives across multiple industries at Microsoft (Cloud & AI BD) .
- B.Sc. in Electrical and Electronic Engineering, Staffordshire University .
Equity Ownership
| Metric (as of Mar 24, 2025) | Amount |
|---|---|
| Number of outstanding shares beneficially owned | 13,275 |
| RSUs/MSUs vesting on or before May 23, 2025 | 1,148 |
| Total shares beneficially owned (incl. vesting RSUs/MSUs) | 14,423 |
| Percent of outstanding shares | <1% |
| Director stock ownership guideline | $400,000; 5 years to comply |
| Compliance status (as of Dec 31, 2024) | All non-employee directors in compliance |
| Hedging/pledging | Prohibited for directors; no pledging allowed |
Governance Assessment
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Strengths:
- Independent director with relevant technology, AI/cybersecurity expertise; chairs Technology Committee overseeing AI/data initiatives—directly aligned with product and data risks .
- Member of Audit Committee with explicit oversight of cybersecurity, data privacy, compliance/ethics, and internal controls—enhances risk oversight depth .
- Attendance: at least 75% threshold met by all directors; independent directors held four executive sessions in 2024—supports Board engagement and independent oversight .
- Pay structure balanced and market-aligned; equity in time-based RSUs promotes alignment; use of independent compensation consultant with independence affirmed .
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Watch items / potential risks:
- Time commitments: Dallas is a sitting CEO (EnterpriseDB); Align’s Nominating & Governance Committee reviews directors’ time commitments—mitigates overboarding risk, but continued monitoring warranted .
- Board-level related-party exposure exists with another director (Warriors sponsorship/tickets); while not involving Dallas and assessed as not material, prior process gap was ratified in 2025—ongoing vigilance by Audit Committee is appropriate .
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Shareholder alignment indicators:
- Director ownership guidelines ($400k) and group compliance as of year-end 2024; anti-hedging/pledging policy in place .
- 2024 Say-on-Pay support at ~84% indicates generally supportive investor sentiment on compensation governance (context for overall governance climate) .