Kevin T. Conroy
ALIGN TECHNOLOGYAbout Kevin T. Conroy
Kevin T. Conroy is 59 and has served as an independent director of Align Technology since 2023, currently sitting on the Compensation and Human Capital Committee . He is CEO (since 2009; Chairman since 2014) of Exact Sciences Corp. and previously President/CEO and General Counsel of Third Wave Technologies, with earlier leadership roles at GE Healthcare . He holds a B.S. in Electrical Engineering from Michigan State University and a J.D. from the University of Michigan Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exact Sciences Corp. | CEO; Chairman (2014) | 2009–Present | Built Cologuard; company scaled to ~$2.76B revenue serving 4.5M patients |
| Third Wave Technologies, Inc. | President & CEO; General Counsel | 2004–2008 | Developed cervical cancer screening test (Cervista) |
| GE Healthcare | Various leadership positions | Prior to 2004 | Medical technology leadership experience |
External Roles
| Company | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| Exact Sciences Corp. | Director | 2014–Present | Current public company directorship |
| LetsGetChecked Inc. | Director | 2024 | Health tech; private company |
| Adaptive Biotechnologies Corporation | Director | 2019–2023 | Prior public company board |
| Epizyme, Inc. | Director | 2017–2022 | Prior public company board |
| CM Life Sciences II Inc. | Director | 2021 | SPAC board |
| SomaLogic, Inc. | Director | 2021 | SPAC/de-SPAC era board |
| Arya Sciences Acquisition Corp. | Director | 2018–2020 | SPAC board |
Board Governance
- Independence: Align’s Board determined all directors other than the CEO are independent; all standing committees (Audit; Compensation and Human Capital; Nominating and Governance; Technology) are composed solely of independent directors .
- Committee assignment: Conroy is a member of the Compensation and Human Capital Committee; appointed in February 2024. Committee chaired by George J. Morrow, with no interlocks or insider participation disclosed .
- Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; Board met six times; independent directors held four executive sessions .
- Board leadership: CEO and Chair roles are separated; the Chair is an independent director .
- Elections: Directors are elected annually by majority vote standard; ten nominees including Conroy were put forward in 2025 .
Fixed Compensation
| Component (Non‑Employee Directors, 2024) | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $50,000 | Paid quarterly |
| Committee membership retainer – Compensation & Audit | $13,500 | Paid quarterly |
| Committee chair retainer – Compensation & Audit | $27,000 | Paid quarterly; not additive to membership |
| Committee membership retainer – Nominating & Governance; Technology | $5,000 | Paid quarterly |
| Committee chair retainer – Nominating & Governance; Technology | $15,000 | Paid quarterly |
| Chair of the Board retainer | $100,000 | Cash; Chair receives only Chair retainer |
| Kevin T. Conroy – Actual 2024 Director Pay | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | $61,250 | $299,766 | $361,016 |
Performance Compensation
| Award Type | Grant Date | Shares Granted | Grant‑Date Fair Value | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (annual grant) | May 22, 2024 | 1,148 | $299,766 | 100% vests at earlier of one year from grant or next annual meeting; expected by May 21, 2025, subject to continued service | None; time‑based (not subject to performance or market conditions) |
The Compensation and Human Capital Committee engaged Compensia to review non‑employee director pay; practices aligned to market norms and no changes were made for 2024 .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Committee interlocks | None disclosed for Compensation and Human Capital Committee; no members were officers of Align, and no reciprocal board/committee relationships with Align executives in the past year . |
Expertise & Qualifications
- Healthcare operator and legal background spanning diagnostics and med‑tech; proven product development and commercialization track record (Cologuard; Cervista) .
- Boardroom experience across multiple public companies and SPACs; technology and life sciences exposure benefiting Align’s strategic oversight .
Equity Ownership
| Holder | Outstanding Shares Beneficially Owned | RSUs/MSUs Vesting by May 23, 2025 | Total Beneficial Ownership | % of Outstanding Shares |
|---|---|---|---|---|
| Kevin T. Conroy | 660 | 1,148 | 1,808 | <1% |
- Director stock ownership guidelines: Non‑employee directors must hold $400,000 in Align stock; five‑year compliance window. As of Dec 31, 2024, all such individuals were in compliance; hedging, pledging, short sales, and margin accounts are prohibited .
- Company policy prohibits hedging and pledging for directors and employees .
Governance Assessment
- Strengths: Independent board and committees; separated Chair/CEO; regular executive sessions; robust ownership guidelines for directors; prohibition on hedging/pledging; majority voting and annual director elections support accountability .
- Compensation alignment: Director equity is time‑based RSUs with annual vest, encouraging long‑term alignment without complex performance metrics; pay reviewed by independent consultant and benchmarked, indicating controlled pay inflation risk .
- Engagement/attendance: Board met six times with ≥75% attendance; independent directors met in four executive sessions, indicating active oversight; ongoing shareholder engagement with strong say‑on‑pay support (~84% in 2024) bolsters confidence .
- Potential conflicts/time commitments: Conroy is a sitting CEO/Chair of a large public company (Exact Sciences). Align’s Nominating and Governance Committee reviews director time commitments, and committees are composed of independents with no interlocks disclosed, mitigating conflict risk .
- External risk signals: Multiple law firms announced investigations following Align’s Q2‑2025 revenue miss and guidance cut; while not specific to Conroy, board oversight and disclosure controls may face scrutiny .
RED FLAGS
- None disclosed regarding related‑party transactions involving Conroy; Audit Committee oversight and strict conflict‑of‑interest policy in place .
- No hedging/pledging permitted; no pledging disclosed for Conroy .
- Director attendance met the ≥75% threshold; no low attendance or pay anomalies disclosed .
Notes and References
- Board nominees and structure; independence; leadership separation:
- Director biography; age; tenure; education; other board positions:
- Director compensation policy; RSU grant sizes and vesting; consultant:
- Actual 2024 director pay for Conroy; RSU count and valuation; performance conditions:
- Ownership table and percentages:
- Attendance and executive sessions:
- Stock ownership guidelines and prohibitions (hedging/pledging):
- Compensation committee interlocks:
- Shareholder investigations press releases: