Stuart Hockridge
ALIGN TECHNOLOGYAbout Stuart Hockridge
Executive Vice President, Global Human Resources at Align Technology (ALGN). Age 53 as of Feb 28, 2025; joined Align in 2016, promoted to EVP in 2022 after serving as VP and SVP of Global HR; earlier led Talent at Visa (2013–2016). Company performance context: FY2024 revenue $4.0B and operating margin 15.2% (non‑GAAP 21.8%); three‑year TSR to Dec 31, 2024 was -57.95%, leading MSUs granted in 2022 to vest at 72.4% of target in Feb 2025 .
Past Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Align Technology | EVP, Global Human Resources | 2022–Present | Executive officer overseeing global HR |
| Align Technology | SVP, Global Human Resources | 2018–2022 | Senior HR leadership |
| Align Technology | VP, Global Human Resources | 2016–2018 | Joined Align; executive HR leadership |
| Visa | Vice President of Talent | 2013–2016 | Talent leadership prior to joining Align |
External Roles
No public company directorships or external board roles disclosed in the 10‑K or 2025 proxy for Hockridge .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 478,462 | 498,462 | 518,462 |
| Target Bonus % of Salary | — | 70% (company set for non‑CEO execs) | 75% (company set for non‑CEO execs) |
| Target Bonus ($) | — | — | 390,000 (plan target) |
| Actual Bonus Paid ($) | — | 231,000 | 382,000 (98% of target; Company Multiplier 98%, Individual Factor 100%) |
Notes:
- Company increased non‑CEO executive target bonus from 70% to 75% in 2024; CEO remained at 150% .
Performance Compensation
Annual Cash Incentive (2024 Plan Mechanics and Results)
| Metric | Weight | Threshold | Target Range | Actual (FY2024) | Payout Contribution |
|---|---|---|---|---|---|
| Net Revenues | 60% | $3,862M | $4,040–$4,140M | $3,999M | 96.6% for revenue component |
| Operating Income | 40% | $643M | $665–$709M | $681M (adjusted +$73M for restructuring/legal to align with plan) | 100% for OI component |
| Company Multiplier | — | — | — | — | 98.0% |
| Individual Performance Factor | — | — | — | — | 100% for Hockridge |
| Resulting Bonus | — | — | — | — | 98% of target for Hockridge ($382,000) |
Notes:
- Adjustments excluded $37M restructuring and $36M legal/tax settlements per plan; revenue unadjusted .
- 2025 plan will only pay if revenue or operating income exceed 2024 as‑adjusted attainments .
Long-Term Incentives (Equity)
- Design: Mix emphasizes performance-based MSUs (relative TSR vs Nasdaq Composite) and time-based RSUs; non‑CEO mix ~67% MSUs / 33% RSUs; vesting: RSUs 25% annually over 4 years; MSUs cliff vest at 3 years with 0–250% payout; no stock options granted .
- 2024 Grants (approved Jan 23, 2024; granted Feb 20, 2024):
- RSUs: 1,674 shares; grant date fair value $524,849 .
- MSUs (target): 3,399 shares; grant date fair value $2,099,868; maximum value at 250% performance $5,249,671 .
- 2022 MSUs outcome: Paid at 72.4% of target in Feb 2025 due to relative underperformance; Hockridge vested 1,314 shares on Feb 20, 2025 .
Equity Ownership & Alignment
Beneficial Ownership (as of Mar 24, 2025)
| Holder | Shares Outstanding Owned | RSUs/MSUs Vesting by May 23, 2025 | Total Beneficial | % Outstanding |
|---|---|---|---|---|
| Stuart Hockridge | 11,558 | — | 11,558 | <1% (out of 73,210,327 shares) |
Outstanding and Unvested Awards (as of Dec 31, 2024; $208.51/share)
| Award Type | Tranche (Grant Year) | Unvested Shares | Market Value ($) | Vesting Schedule |
|---|---|---|---|---|
| RSU | 2021 | 208 | 43,370 | 25% annually each Feb 20, 2022–2025 |
| RSU | 2022 | 454 | 94,664 | 25% annually each Feb 20, 2023–2026 |
| RSU | 2023 | 1,256 | 261,889 | 25% annually each Feb 20, 2024–2027 |
| RSU | 2024 | 1,674 | 349,046 | 25% annually each Feb 20, 2025–2028 |
| MSU (Target) | 2022 grant (vest 2025) | 1,816 | 378,654 | Vested Feb 20, 2025 at 72.4% of target |
| MSU (Target) | 2023 grant (vest 2026) | 3,402 | 709,351 | Relative TSR through Feb 2026 |
| MSU (Target) | 2024 grant (vest 2027) | 3,399 | 708,725 | Relative TSR through Feb 2027 |
Alignment policies:
- Executive stock ownership guidelines: 3x base salary for non‑CEO executives; five years to comply; all executives were in compliance as of Dec 31, 2024 .
- Hedging/pledging prohibited; no options outstanding; equity burn rate 1.0% in 2024 .
Insider activity:
- 2024 vesting: 2,970 shares vested for Hockridge across stock awards (gross), value realized $931,184 (net shares delivered lower due to withholding) .
Employment Terms
Employment Agreement and Tenure
- EVP, Global HR employment agreement date: May 23, 2016; sets base, bonus opportunity, equity, and severance/CoC provisions; joined Align in 2016, EVP since 2022 .
Severance and Change-of-Control (as of Dec 31, 2024; assumes $208.51/share and MSUs at 250% max as per proxy methodology)
| Scenario | Cash Severance | RSUs Acceleration | MSUs Acceleration | Health Benefits (COBRA) | Total Estimated |
|---|---|---|---|---|---|
| Involuntary termination or Good Reason (unrelated to CoC) | $1,300,000 | $265,259 | $2,518,488 | $24,025 | $4,107,772 |
| Involuntary termination or Good Reason (within 12 months post‑CoC) | $1,300,000 | $748,968 | $4,491,827 | $24,025 | $6,564,820 |
| Change of Control only (no termination) | — | $265,259 (12 months RSU service credit) | $2,518,488 (pro‑rata MSUs per CoC methodology) | — | $2,783,747 |
Key terms:
- Unrelated to CoC: RSUs accelerate by 12 months; MSUs vest pro‑rata with performance multiplier based on relative stock performance to date (0–250%); cash equals 1x salary + prorated current year target bonus + greater of current year target or prior year actual bonus; 12 months COBRA .
- CoC only: Single‑trigger equity acceleration per pre‑Sept 2016 agreements—RSUs accelerated by one year; MSUs pro‑rata as of CoC; cash severance requires double trigger (termination) .
- CoC + termination within 12 months: Immediate vesting of all outstanding equity; cash equal to 1x salary + prorated current year target bonus + greater of current year target or prior year actual bonus; 12 months COBRA .
- Conditions: Release required; 1‑year non‑solicitation; confidentiality obligations .
- Clawback: Company-wide clawback policy compliant with SEC/Nasdaq; awards subject to recoupment .
Compensation Structure Analysis
- Mix and at‑risk pay: For non‑CEO NEOs, majority of target long‑term mix in MSUs (67%), increasing sensitivity to relative TSR; aligns with stockholder outcomes but increases variability when TSR underperforms (2022 grant paid 72.4%) .
- Short‑term metrics: 2024 annual bonus funded on Net Revenue (60%) and Operating Income (40%); 98% payout driven by near‑target revenue and adjusted operating income; committee used pre‑established non‑GAAP adjustments for restructuring/legal to align incentives with core operations .
- Equity over options: No stock options; reliance on RSUs/MSUs reduces leverage vs options and may moderate selling pressure tied to options exercises .
- Governance red flag: Single‑trigger equity acceleration for CoC remains for Hockridge under legacy (pre‑Sept 2016) agreements; newer executives have double‑trigger equity only .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support ~84%; company cites ongoing outreach; added Dodd‑Frank clawback, enhanced oversight, and reduced CEO LTI target; 2025 plan increases performance hurdle vs 2024 as‑adjusted .
Related Party Transactions and Risk Indicators
- Related party transactions: None disclosed for Hockridge; company policy requires Audit Committee approval for material related party transactions .
- Hedging/pledging: Prohibited for executives; mitigates misalignment risk .
- Legal/Investigations: Not disclosed specific to Hockridge in proxy (general governance coverage).
Investment Implications
- Alignment: Hockridge’s pay is predominantly at‑risk via MSUs tied to relative TSR; 2022 MSUs paid at 72.4%, indicating realized pay tracked stock performance; annual bonus is formulaic on revenue/OI with limited discretion (98% payout in 2024) .
- Selling pressure: Notable scheduled RSU vesting each Feb 20 (through 2028) and MSU cliffs in Feb 2026 and Feb 2027 could create periodic insider selling windows; 2024 gross vesting of 2,970 shares, and 2025 MSU vest of 1,314 shares are reference points for timing analysis .
- Retention risk: Cash severance and equity acceleration provide meaningful protection (e.g., ~$4.1M on non‑CoC termination; ~$6.6M on CoC‑related termination at assumed inputs), plus single‑trigger equity for CoC under legacy terms, reducing flight risk but adding potential transaction‑related cost/dilution .
- Ownership: Personal stake is modest (<1%, 11,558 shares), but executive ownership guidelines (3x salary) and prohibition on hedging/pledging support alignment; no options outstanding reduces asymmetric incentives .