Align Technology names Jennifer L. Davis as next CEO
Hogan is set to provide strategic advisory services after his December 31 retirement as CEO, under an initial one-year consulting term.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
Align Technology appointed Jennifer L. Davis CEO-elect and a director effective November 2, 2026, with her appointment as President and CEO effective December 31, 2026. Joseph M. Hogan will remain President and CEO through December 31, then retire and begin strategic-advisor service; he is expected to remain a non-executive, non-independent director until June 2027.
Davis’s agreement provides an annualized base salary of $1,300,000 and an annual target bonus of 150% of base salary. Subject to Compensation Committee approval, she will receive one-time market stock units with $9,900,000 aggregate grant-date fair value and restricted stock units with $6,600,000 aggregate grant-date fair value, plus eligibility for a 2027 long-term equity award targeted at no less than $12,000,000. She will also receive a $2,000,000 cash signing bonus, payable on the first payday after her November 2 commencement date. Hogan’s consulting agreement provides an annual fee of $150,000 for an initial one-year term.
8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Annualized base salary: $1,300,000
Annual target bonus: 150% of base salary
Market stock units grant-date fair value: $9,900,000
+4 more
7 metrics
Annualized base salary
$1,300,000
Jennifer L. Davis’s employment agreement
Annual target bonus
150% of base salary
Jennifer L. Davis’s employment agreement
Market stock units grant-date fair value
$9,900,000
One-time award, subject to Compensation Committee approval
Restricted stock units grant-date fair value
$6,600,000
One-time award, subject to Compensation Committee approval
2027 long-term equity award target
No less than $12,000,000
Subject to Compensation Committee approval
Cash signing bonus
$2,000,000
Payable on the first payday after the Commencement Date
Annual consulting fee
$150,000
Joseph M. Hogan’s consulting agreement
Key Terms
market stock units, restricted stock units, Target Annual Bonus, Change of Control
4 terms
market stock units financial
"a one-time award of market stock units (MSUs)"
restricted stock units financial
"a one-time award of restricted stock units (RSUs)"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Target Annual Bonus financial
"the then-current year annual bonus (“Target Annual Bonus”)"
Change of Control financial
"within 24 months of a Change of Control"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
When does Jennifer Davis become CEO of ALGN?
Jennifer L. Davis is to become Align Technology’s President and CEO on December 31, 2026; she joins as CEO-elect and a director on November 2, 2026. Joseph M. Hogan remains President and CEO through December 31, 2026.
What compensation will Jennifer Davis receive at Align Technology?
Her agreement provides an annualized base salary of $1,300,000, an annual target bonus of 150% of base salary, and a $2,000,000 cash signing bonus payable on the first payday after November 2, 2026. Subject to Compensation Committee approval, she is to receive one-time market stock units and restricted stock units with aggregate grant-date fair values of $9,900,000 and $6,600,000, respectively.
What will Joseph Hogan do after stepping down as ALGN CEO?
Hogan will provide strategic advisory services after retiring as President and CEO on December 31, 2026, for an initial one-year term at an annual consulting fee of $150,000. He remains eligible for a fiscal 2026 annual cash incentive but not annual cash incentive compensation for later fiscal years; his outstanding equity awards continue vesting while he remains a Service Provider, subject to their terms.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 26, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
(602 ) 742-2000
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| (NASDAQ Global Select Market) | ||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
CEO Succession and Appointment of New Director
On October 26, 2026, the Board of Directors (the “Board”) of Align Technology, Inc. (the “Company”) appointed Jennifer L. Davis as Chief Executive Officer-elect and director of the Company, effective November 2, 2026 (the “Commencement Date”), and as President and Chief Executive Officer (“CEO”) of the Company, effective December 31, 2026. Joseph M. Hogan will continue to serve as the Company’s President and CEO through December 31, 2026, at which time he will retire and begin serving as a strategic advisor to the Company under the terms of an Executive Consulting Agreement, executed October 27, 2026 (the “Hogan Consulting Agreement”). During the transition period from November 2, 2026 through December 31, 2026, Ms. Davis will work with Mr. Hogan and the Company’s leadership team to support an orderly transition of the President and CEO responsibilities.
Ms. Davis, 55, brings 33 years of experience that included leading innovation, digital transformation, brand building and complex organizations at scale. Prior to joining the Company, she served as Chief Executive Officer, Health Care of The Procter & Gamble Company (“P&G”) from 2022 through June 2026. From 2018 to 2022, she held senior leadership roles in P&G’s global Feminine Care business. During her more than 30-year career at P&G, she also held a series of commercial and general management roles of increasing responsibility. Ms. Davis has served as a member of the board of directors of AbbVie Inc. since 2023. The Board believes that Ms. Davis’s extensive executive leadership experience, including her experience as previously described as well as her public company board experience, qualifies her to serve as a member of the Board.
There are no arrangements or understandings between Ms. Davis and any other persons pursuant to
which she was appointed CEO and director. There are no family relationships between Ms. Davis and any director or executive officer of the Company that would be required to be disclosed pursuant to Item 401(d) of Regulation S-K, and there are no transactions between Ms. Davis and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Board Matters
In connection with Ms. Davis’s appointment as a Board member, the Board increased the size of the
Board from ten to eleven directors, effective November 2, 2026. Ms. Davis’s initial term on the Board will
end at the annual stockholder meeting in 2027, and the Board intends to nominate her for election at that
meeting.
Mr. Hogan is expected to remain on the Board until June 2027 as a non-executive, non-independent
member of the Board. The Board will nominate him for re-election at the Company’s annual stockholder
meeting in 2027, conditioned upon his prior irrevocable resignation from the Board following
the Board’s June 2027 strategy meeting.
CEO Employment Agreement
On October 27, 2026, in connection with Ms. Davis’s appointment as CEO-elect and her anticipated appointment as President and CEO, the Company and Ms. Davis entered into an Employment Agreement (the “CEO Employment Agreement”), which provides that Ms. Davis will receive the following compensation and benefits:
•Salary and Bonus. Effective as of the Commencement Date, Ms. Davis will receive an annualized base salary of $1,300,000 and will be entitled to an annual target bonus of 150% of her base salary based upon the attainment of pre-established performance objectives approved annually by the Compensation and Human Capital Committee of the Board (the “Compensation Committee”).
•Incentive Equity Awards. On or promptly following the Commencement Date, Ms. Davis will be granted, subject to the approval of the Compensation Committee, under the Align Technology, Inc. 2005 Incentive Plan (the “2005 Incentive Plan”), (i) a one-time award of market stock units (“MSUs”) with an aggregate grant date fair value of $9,900,000 which are earned based on a comparison of the Company’s stock price performance to the Nasdaq Composite Index over a three-year performance
period and vest at the end of the third year, and (ii) a one-time award of restricted stock units (“RSUs”) with an aggregate grant date fair value of $6,600,000 vesting in equal annual installments over a four-year period, in each case subject to the terms and conditions of the 2005 Incentive Plan, as it may be amended from time to time, the Company’s Notice of Grant, the standard form of restricted stock unit agreement and market stock unit agreement, and the Company’s standard policies and practices for grants of equity awards in effect from time to time. Ms. Davis will furthermore be eligible for a 2027 long-term equity incentive award targeted at no less than $12,000,000, subject in each case to the approval of the Compensation Committee.
•Signing Bonus. Ms. Davis will receive a $2,000,000 cash signing bonus, payable (less applicable deductions and tax withholdings) on the first pay day after the Commencement Date.
•Relocation Expenses. Ms. Davis will be eligible to receive tax-neutral reimbursement for up to $1,000,000 for (i) reasonable relocation expenses actually incurred in connection with her relocation to California; and (ii) expenses for temporary housing accommodations in or about San Jose, California for a term of up to 12 months.
•COBRA. Following a qualifying termination of employment, Ms. Davis will be eligible for reimbursement of monthly COBRA premiums for up to 18 months after the date of a termination described below.
•Severance Benefits. Subject to the effectiveness of a general waiver and release of claims executed by Ms. Davis in favor of the Company (a “General Release”) and Ms. Davis’s continued compliance with all non-competition, non-solicitation, non-disparagement or other restrictive covenants under the CEO Employment Agreement, a General Release, or any other agreement with the Company (the “Additional Conditions”), Ms. Davis is entitled to certain severance benefits under the CEO Employment Agreement, as described below:
In the event that Ms. Davis’s employment is terminated by the Company other than for Cause, death or Disability (as defined in the CEO Employment Agreement), or Ms. Davis resigns for Good Reason (as defined in the CEO Employment Agreement), Ms. Davis will be eligible to receive the following severance benefits:
(i) two times her then-current base salary, paid in cash installment payments over 24 months;
(ii) the at target amount for the then‑current year annual bonus (“Target Annual Bonus”), prorated for the number of days Ms. Davis is employed in said year; and
(iii) an amount equal to two times the Target Annual Bonus, subject to the effectiveness of a General Release and the Additional Conditions.
The CEO Employment Agreement also provides that if, within 24 months of a Change of Control (as defined in the CEO Employment Agreement), Ms. Davis is terminated other than for Cause, death or Disability, or Ms. Davis resigns for Good Reason, the time-based vesting conditions applicable to Ms. Davis’s outstanding equity awards will immediately be deemed satisfied and any outstanding performance based equity awards will vest pro rata and be valued as of the date of the Change of Control. Additionally, Ms. Davis will be entitled to receive a lump sum cash payment equal to the sum of:
(i) two and a half times her then-current base salary;
(ii) the then‑current year’s Target Annual Bonus, prorated for the number of days Ms. Davis is employed in said year; and
(iii) an amount equal to two and a half times the Target Annual Bonus, subject to the effectiveness of a General Release and compliance with the Additional Conditions.
The foregoing summary is qualified in its entirety by reference to the CEO Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated in this Item 5.02 by reference.
Ms. Davis has also entered into a director indemnification agreement and the Align Protection Agreement governing ownership of intellectual property, confidentiality, competition, and other matters with the Company, the form of which is filed as Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026, and which is incorporated by reference herein.
Hogan Consulting Agreement
On October 27, 2026, in connection with the CEO succession described above, the Company and Mr. Hogan entered into the Hogan Consulting Agreement, pursuant to which, effective upon Mr. Hogan’s retirement as President and CEO on December 31, 2026, Mr. Hogan will provide strategic advisory services to the Board and the Company as set forth in such agreement. The Hogan Consulting Agreement provides for an initial term of one year and may be renewed thereafter for one or more additional periods of not less than three months.
The Hogan Consulting Agreement provides that Mr. Hogan will receive the following compensation and benefits:
•Consulting Fee and Bonus. Mr. Hogan will receive an annual consulting fee of $150,000, and will remain eligible to receive an annual cash incentive under the Company’s annual cash incentive compensation plan (the “Bonus Plan”) for fiscal year 2026. Mr. Hogan will not be eligible for annual cash incentive compensation for any subsequent fiscal year.
•Equity Awards. Mr. Hogan will not receive new equity awards under the Company’s 2005 Incentive Plan, however, his outstanding equity awards will continue to vest so long as he remains a “Service Provider,” as defined in the 2005 Incentive Plan and subject to the terms and conditions thereunder and the applicable award agreement.
The foregoing summary is qualified in its entirety by reference to the Hogan Consulting Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated in this Item 5.02 by reference.
Item 7.01 Regulation FD Disclosure.
On October 28, 2026, the Company issued a press release announcing the CEO succession plan and the other matters discussed in Item 5.02 of this Current Report on Form 8-K. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
10.1† | Employment Agreement, dated October 27, 2026, by and between Align Technology, Inc. and Jennifer Davis | ||||
10.2† | Executive Consulting Agreement, dated October 27, 2026, by and between Align Technology, Inc. and Joseph M. Hogan | ||||
99.1 | Press Release of Align Technology, Inc. Announcing CEO Succession Plan | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
† Management contract or compensatory plan or arrangement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ALIGN TECHNOLOGY, INC. | ||||||||
| By: | /s/ John Morici | |||||||
| John F. Morici Chief Financial Officer and Executive Vice President, Global Finance | ||||||||
Date: October 28, 2026
Align Technology Zeno Group
Madelyn Valente Sarah Karlson
(909) 833-5839 (828) 551-4201
mvalente@aligntech.com sarah.karlson@zenogroup.com
Align Technology Announces CEO Succession Plan
Jennifer L. Davis, Former CEO of Procter & Gamble’s Global Healthcare Business,
Appointed President and Chief Executive Officer, Effective December 31, 2026
Appointed President and Chief Executive Officer, Effective December 31, 2026
Joseph M. Hogan to Step Down as President and CEO and Member of the Board of Directors
TEMPE, Ariz., October 28, 2026 — Align Technology, Inc. (“Align”) (Nasdaq: ALGN), a leading global medical device company that designs, manufactures and sells the Invisalign® System of clear aligners, iTero™ intraoral scanners and exocad™ CAD/CAM software for digital orthodontics and restorative dentistry, today announced that its Board of Directors (“Board”) has appointed Jennifer L. Davis as the Company’s next President and Chief Executive Officer, effective December 31, 2026. Davis will succeed Joseph M. Hogan, who has served as President and CEO since 2015. Hogan to retire as a member of the Board of Directors following the conclusion of its strategy meeting on June 16, 2027.
Davis is a global business leader with 33 years of experience leading innovation, digital transformation, brand building and complex organizations at scale. She most recently served as Chief Executive Officer of Procter & Gamble’s Global Healthcare business, where she was responsible for strategy, annual performance, portfolio innovation, operations and customer development across a multibillion-dollar portfolio that included leading oral-health and personal-health brands.
Davis has deep experience commercializing innovation, building trusted healthcare brands, deepening customer and consumer engagement and supporting sustainable growth at global scale. She will join Align as CEO-elect and a member of the Board of Directors on November 2, 2026, working closely with Hogan before assuming the responsibilities of President and CEO on December 31, 2026.
“On behalf of the Board of Directors, I want to thank Joe for his extraordinary leadership and enduring impact on Align, our customers, employees, shareholders, and the millions of patients whose lives have been changed through Invisalign treatment,” said Kevin Conroy, Chairman of Align’s Board of Directors. “Over the last decade, Joe has transformed the company into a
global leader in digital orthodontics and restorative dentistry. Under his leadership, Align significantly expanded its global reach, strengthened the Invisalign® brand, advanced the Align™ Digital Platform, and driven innovation across our suite of technologies and services. Align has a clear strategy, strong financial position and established reputation for clinical and technological expertise, and we believe now is the right time to effect this leadership transition. We are deeply grateful for Joe’s leadership and pleased that he will support Jen, the Board and the company through an orderly transition.”
Conroy continued, “Jen’s experience building trusted consumer-healthcare brands and leading oral-health businesses provides relevant expertise as Align seeks to extend the Invisalign® brand and expand its role in digital oral health. Throughout her career, she has helped bring innovation to market, build adoption, develop strong organizations and create sustainable growth. Her experience complements Align’s deep clinical, scientific, engineering and software expertise, and the Board is confident she is the right leader to help extend the impact of our technology, digital workflows and brands for doctors and patients around the world.”
Davis commented, “Throughout my career, I have been drawn to businesses with a strong sense of purpose, a culture of innovation, and talented people who are passionate about making a difference. Align embodies all those qualities. The company has transformed orthodontics and dentistry through technology, clinical excellence, and deep partnerships with doctors, while building one of the most trusted and recognized brands in dentistry. I’m incredibly excited about the opportunity to lead Align into its next chapter and build on the strong foundation Joe and the team have created. I look forward to learning from Align’s talented employees, listening to the doctors who trust us to help them deliver exceptional care to their patients, and engaging with our partners and shareholders as we continue to grow and strengthen the company. Align has an extraordinary opportunity to build on its leadership in digital orthodontics and dentistry and bring its innovations to even more doctors and patients around the world. I’m honored to join the team and excited about what we can accomplish together.”
“Leading Align has been one of the most rewarding experiences of my career,” said Hogan. “When I joined Align, I saw a company with extraordinary potential, a strong purpose and a unique opportunity to help transform orthodontics and dentistry. What has impressed me every day since then is the passion, creativity, resilience and commitment of our people. Today, we operate in significantly underpenetrated markets that continue to evolve as more doctors adopt digital workflows, more patients seek treatment and digital technologies play an expanding role
in oral healthcare. Align is exceptionally well positioned to lead that evolution, with a strong leadership team, a powerful innovation engine, trusted relationships with doctors around the world, and significant opportunities to expand the impact of the Invisalign® System, iTero™ solutions, exocad™ software, and the Align™ Digital Platform. I believe Jen is the right leader to build on our strong foundation, unlocking that next phase of growth and value.”
Third Quarter 2026 Financial Results and Conference Call
In a separate press release issued today, Align released its third quarter 2026 financial results. The company will host a conference call today, October 28, 2026, at 4:30 p.m. EDT, 1:30 p.m. PDT to review the results and be available for questions. The conference call will also be webcast live via the Internet. To access the webcast, go to the "Events & Presentations" section under "Company Information" on Align's Investor Relations website at http://investor.aligntech.com. To access the conference call, participants may register for the call at https://edge.media-server.com/mmc/p/qyykh4hq. An archived audio webcast will be available 2 hours after the call's conclusion and will remain available for one month.
About Align Technology, Inc.
Align Technology designs and manufactures the Invisalign® System, the most advanced clear aligner system in the world, iTero™ intraoral scanners and services, and exocad™ CAD/CAM software. These technology building blocks enable enhanced digital orthodontic and restorative workflows to improve patient outcomes and practice efficiencies for over 307 thousand doctor customers and are key to accessing Align’s 600 million consumer market opportunity worldwide. Over the past 29 years, Align has helped doctors treat approximately 24.2 million patients with the Invisalign System and is driving the evolution in digital dentistry through the Align Digital Platform™, our integrated suite of unique, proprietary technologies and services delivered as a seamless, end-to-end solution for patients and consumers, orthodontists and GP dentists, and lab/partners. Visit www.aligntech.com for more information.
For additional information about the Invisalign system or to find an Invisalign doctor in your area, please visit www.invisalign.com. For additional information about the iTero digital scanning system, please visit www.itero.com. For additional information about exocad dental CAD/CAM offerings and a list of exocad reseller partners, please visit www.exocad.com.
Invisalign, iTero, exocad, Align, Align Digital Platform and iTero Lumina are trademarks of Align Technology, Inc.
Forward-Looking Statements
This press release contains forward-looking statements, including statements regarding Align’s belief in its strategy, financial position, reputation, skills and expertise of Ms. Davis, opportunities and business prospects and Align’s ability to capitalize on them, and the timing of the transition. Forward-looking statements contained in this press release are based upon information available to Align as of the date hereof. These forward-looking statements reflect our best judgments based on currently known facts and circumstances and are subject to risks and uncertainties, and assumptions that may be inaccurate. As a
result, actual results may differ materially and adversely from those expressed or implied in any forward-looking statement.
Factors that might cause such a difference include, but are not limited to:
•macroeconomic conditions, including fluctuations in foreign currency exchange rates, higher interest rates, market volatility, inflation, general economic weakness, and threats of or actual slowdowns or recessions;
•geopolitical events, such as wars, military conflicts, terrorism and major public health crises, which could result in, among other things, disruptions to our supply chain and the global economy, energy shortages and elevated gasoline and other energy costs, inflation, decreased customer and consumer sentiment, uneven patient traffic at dental practices, and a shift in public opinion about companies based in the United States or in the regions where we operate;
•customer and consumer purchasing behavior and changes in demand for dental services as a result of, among other things, prevailing macroeconomic conditions, declining customer confidence and consumer sentiment, consumer economic uncertainty, employment levels, health insurance coverage, wages, debt obligations, discretionary income, inflationary pressure, and perceptions of current and future economic conditions;
•competition from existing and new competitors;
•unexpected or rapid changes in the growth or decline of our domestic and/or international markets; and
•expansion of our business and products.
The foregoing and other risks are detailed from time to time in our periodic reports filed with the Securities and Exchange Commission, including, but not limited to, our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the Securities and Exchange Commission ("SEC") on February 27, 2026, and our latest Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, which was filed with the SEC on August 5, 2026. Align undertakes no obligation to revise or update publicly any forward-looking statements for any reason.