Douglas Hudson

About Douglas Hudson

Douglas “Larson” Hudson, age 55, has served as an independent Class II director of Allurion Technologies since August 2023. He is the founder, CEO, and a director of Noho Dental (since July 2018) and a director of Modern Age (since October 2020); previously, he founded and led SmileDirectClub (CEO, 2013–2017), chaired and ran Simplex Healthcare (2007–2013), and founded HearingPlanet (1999–2007). He holds a B.S. in organizational behavior from Eckerd College, an M.B.A. from Vanderbilt University, and completed executive education at Harvard Business School, bringing deep entrepreneurial and healthcare-operating experience to the Board .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Nominating & Corporate Governance Committee; Member, Compensation Committee. Audit Committee membership excludes Hudson (Audit: Alberti-Perez [Chair], Ishrak, Davin) .
• Independence: Board determined all members of the Compensation Committee (Davin [Chair], Lewin, Hudson) and all members of the Nominating & Corporate Governance Committee (Hudson [Chair], Ishrak, Gupta) are independent under SEC and NYSE rules .
• Attendance: In 2023 (post-Business Combination), Hudson met the threshold—each director attended at least 75% of Board and applicable committee meetings; Board met 5x, Audit 3x, Compensation 5x (plus one written consent), Nominating 1x .
• Board structure and nomination rights: Board is classified into three staggered classes; Hudson is a Class II director (term expiring at the 2025 annual meeting). Hudson was selected pursuant to Remus Group Management’s nomination right under the Investor Rights Agreement—Remus/ROMULUS-affiliated Krishna Gupta also serves on the Board .

Fixed Compensation

• Non-Employee Director Compensation Policy (effective Aug 2023): | Component | Amount (USD) | |---|---| | Annual Board retainer | $45,000 | | Additional retainer – Non-Executive Chair | $45,000 | | Audit Committee Chair | $20,000 | | Audit Committee Member | $10,000 | | Compensation Committee Chair | $15,000 | | Compensation Committee Member | $7,500 | | Nominating & Corporate Governance Chair | $10,000 | | Nominating & Corporate Governance Member | $5,000 |

• Douglas Hudson – FY2023 Director Compensation: | Metric | FY2023 | |---|---| | Fees Earned or Paid in Cash ($) | $26,042 | | RSU Awards ($) (grant-date fair value) | $195,415 | | Option Awards ($) | — | | Total Compensation ($) | $221,457 | | Outstanding at 12/31/2023 – RSUs (shares) | 45,235 | | Outstanding at 12/31/2023 – Options (shares) | — |

Performance Compensation

• Equity award structure for non-employee directors: | Award Type | Value | Vesting | Notes | |---|---|---|---| | Initial RSU (one-time) | $225,000 | Vests in equal annual installments over 3 years | Granted to directors serving on Aug 1, 2023 or newly appointed thereafter | | Annual RSU (recurring) | $150,000 | Vests in full on earlier of 1-year anniversary or next annual meeting | Excludes directors initially elected/appointed within 6 months of meeting; accelerates upon “sale event” under 2023 Plan |

• Performance metrics tied to director compensation: | Metric | Disclosure | |---|---| | Revenue, EBITDA, TSR, ESG targets | Not applicable; director RSUs are time-based (no performance conditions disclosed) |

• Clawback: Company adopted a Compensation Recovery Policy, effective Oct 2, 2023, applicable to erroneously awarded compensation to current/former executive officers upon restatement (director-specific clawbacks not disclosed) .

Other Directorships & Interlocks

• Nomination/Investor rights: Hudson’s Board seat was selected under Remus’s nomination right in the Investor Rights Agreement; RTW also holds governance rights (board observer; RTW approval of an additional Class III director appointment) under the Note Purchase Agreement. These investor rights create interlocks/approval pathways that shape Board composition .

Expertise & Qualifications

• Qualifications: Serial healthcare entrepreneur and operator with public-company CEO experience (SmileDirectClub), private-company board service, and governance leadership as Nominating & Corporate Governance Chair .
• Education: B.S. (Eckerd College), M.B.A. (Vanderbilt University), executive education (Harvard Business School) .

Equity Ownership

• Beneficial ownership and RSU/option status: | Metric | 12/31/2023 | 10/25/2024 | 2/28/2025 | |---|---|---|---| | Shares beneficially owned (number) | — | 15,078 (per table) | 604 (RSUs within 60 days) | | % of shares outstanding | — | * (less than 1%) | * (less than 1%) | | RSUs outstanding (shares) | 45,235 | 15,078 beneficial; footnote indicates 15,708 RSUs within 60 days (proxy footnote discrepancy vs table) | 604 RSUs within 60 days | | Options outstanding (shares) | — | — | — |

• Anti-hedging/pledging: Insider Trading Policy prohibits short sales, hedging, margin use, and pledging by directors; no pledging/hedging by Hudson is disclosed .

Governance Assessment

• Board effectiveness: Hudson chairs Nominating & Corporate Governance and serves on Compensation, with Board-designated independence under SEC/NYSE rules; 2023 attendance meets thresholds, supporting engagement. Committee charters are in place and oversight scope is clearly articulated (e.g., Compensation Committee responsibilities, Audit oversight and related-person transaction review) .
• Alignment and incentives: Director pay is standard for small-cap medtech and mixes cash retainers with time-based RSUs (initial $225k; annual $150k). The absence of performance-conditioned equity for directors reduces pay-for-performance linkage but is common for non-employee directors; Hudson’s personal stake is de minimis, which may modestly dilute “skin-in-the-game” alignment versus larger holders .
• Independence and interlocks: RED FLAG (governance optics) — Hudson was nominated under Remus’s rights and chairs Nominating & Corporate Governance, potentially heightening perceived conflicts around director selection and governance processes; however, the Board affirms independence and has a formal related-person transaction policy with Audit Committee oversight .
• Risk indicators: Company-level investor rights (RTW conversion/observer and ongoing approval obligations) and capital structure actions (notes, warrants, reverse split proposals) increase governance complexity but are not specific to Hudson’s conduct. Policy bans hedging/pledging and a clawback policy is in place for executives, mitigating some alignment risks .
• Compensation committee interlocks: None disclosed for Hudson or other Compensation Committee members, reducing cross-company compensation governance conflicts .

Overall, Hudson brings relevant healthcare operating and entrepreneurial expertise and fulfills independence and attendance thresholds. The primary governance watchpoint is the combination of investor nomination origin and his role as Nominating & Corporate Governance Chair; investors should monitor committee processes, director pipeline, and related-party oversight to ensure robust independence and board refresh practices .