Keith B. Johns II

About Keith B. Johns II

Independent Class III director at Allurion Technologies (appointed September 2, 2024), age 60. Nearly 25 years at Eli Lilly culminating as Senior Vice President/Head of Global Marketing & Alliance Management for the Diabetes & Obesity BU (GLP‑1 launches), now COO of Adipo Therapeutics and President of KJ Consulting LLC. Education: B.A. (Allegheny College), M.S. (Hydrogeology, University of South Carolina), MBA (UNC Kenan‑Flagler) .

Past Roles

Johns spent “nearly 25 years at Eli Lilly,” bringing GLP‑1 and other metabolic drugs to market .

External Roles

Board Governance

• Appointment and class: Appointed as Class III director effective September 2, 2024 (board expanded from 7 to 8) .
• Independence: Board determined each member other than the CEO is independent; Johns is a non‑employee director (therefore independent) .
• Committee assignments: As of the 2024 proxy, Audit (Alberti‑Perez chair; Ishrak; Davin), Compensation (Davin chair; Lewin; Hudson), and Nominating & Corporate Governance (Hudson chair; Ishrak; Gupta). Johns was not listed on any committee at that time; no chair roles disclosed .
• Lead independent/director leadership: Board co‑chairs include Omar Ishrak; Ishrak serves as lead independent with separation from CEO role .
• Executive sessions & cadence: Independent directors meet at least quarterly in executive session per Corporate Governance Guidelines .

Fixed Compensation

Non‑employee Director Compensation Policy (effective Aug 2023):

• Cash annual retainer (Board): $45,000 .
• Additional retainer for non‑executive Chair: $45,000 .
• Committee retainers: Audit Chair $20,000; Audit member $10,000; Compensation Chair $15,000; Compensation member $7,500; Nominating/Governance Chair $10,000; Nom/Gov member $5,000 .
• Meeting fees: None; reasonable out‑of‑pocket expenses reimbursed .

Performance Compensation

• Initial equity grant: One‑time RSU award with grant‑date value $225,000 to each new non‑employee director (3‑year annual vesting), subject to continued service; accelerated vesting upon a “sale event” .
• Annual equity grant: $150,000 RSU each annual meeting for continuing directors (1‑year vesting or until next annual meeting), with sale‑event acceleration .

Note: Policy indicates Johns, appointed Sep 2, 2024, is eligible for the initial RSU grant; specific grant date/amount for him not separately disclosed in filings reviewed .

Other Directorships & Interlocks

• Public company boards: None disclosed for Johns in ALUR’s proxy .
• RTW nomination/approval rights: ALUR expanded the Board and appointed Johns; the appointment was approved by RTW to satisfy obligations in financing agreements—indicating investor influence in board composition (not a related‑party transaction for Johns) .

Expertise & Qualifications

• Obesity/GLP‑1 franchise expertise: 20+ years at Eli Lilly with leadership in GLP‑1 launches, reimbursement, and partnerships .
• Operating experience: Current COO at Adipo Therapeutics (obesity/metabolism) .
• Education: B.A. (Allegheny), M.S. Hydrogeology (South Carolina), MBA (UNC Kenan‑Flagler) .

Equity Ownership

• Hedging/pledging: Company policy prohibits short sales, hedging, and pledging of company stock by directors .
• Ownership guidelines: Not disclosed for directors in the reviewed proxy .

Governance Assessment

• Board effectiveness and fit: Johns brings scarce GLP‑1 commercialization and reimbursement expertise at a time when ALUR is positioning its program alongside GLP‑1 therapies—directly relevant to strategy and partnerships (positive signal) .
• Independence and conflicts: He is an independent, non‑employee director; 8‑K states no arrangements or related‑party transactions involving Johns; he had no direct or indirect interests in company transactions at appointment (positive) .
• Investor influence: His appointment was approved by RTW under financing covenants, highlighting significant investor involvement in board composition; not per se a conflict, but a governance consideration for minority investors (watch item) .
• Ownership alignment: As of Feb 28, 2025, no beneficial holdings reported; while initial RSUs are policy‑based, absence of reportable ownership within 60 days may be viewed as limited “skin‑in‑the‑game” until equity vests (neutral to mildly negative) .
• Committee engagement: No disclosed committee roles for Johns as of the 2024 proxy; impact and oversight role may expand once committee assignments are made (neutral) .

Related-Party/Red Flags

• Related‑party transactions: None involving Johns at appointment; 8‑K explicitly states no arrangements/transactions and no understandings pursuant to which he was selected (clean) .
• Hedging/pledging: Prohibited by policy (mitigates alignment risk) .
• Potential RED FLAGS to monitor:
  • Continued investor control rights affecting board composition (RTW approvals/designations) and potential change‑of‑control dynamics tied to notes/warrants—board independence optics (monitor) .
  • Low/zero beneficial ownership until RSUs vest could signal weaker immediate alignment (monitor) .

Data Appendix

Appointment & Background

• Appointment as Class III director effective Sep 2, 2024; board size increased from 7 to 8 .
• Press release highlights 25 years at Eli Lilly, GLP‑1 experience, and COO role at Adipo Therapeutics .
• Proxy bio lists current roles and education, age 60 .

Board Structure & Committees (as of 2024 proxy)

• Independence determination (all except CEO) .
• Committee rosters (Johns not listed): Audit—Alberti‑Perez (Chair), Ishrak, Davin; Compensation—Davin (Chair), Lewin, Hudson; Nominating/Gov—Hudson (Chair), Ishrak, Gupta .
• Lead independent/board leadership separation .
• Executive session frequency for independents .

Director Compensation Policy

• Cash retainers & committee fees; no meeting fees; expense reimbursement .
• Initial RSU ($225k, 3‑year vest), annual RSU ($150k, 1‑year vest), sale‑event acceleration; valuation method .

Ownership & Trading

• Beneficial ownership table shows “—” for Keith B. Johns II as of Feb 28, 2025 .
• Insider policy prohibits hedging/pledging .

Related Party/Investor Rights

• 8‑K: No arrangements/transactions for Johns’ appointment .
• RTW approval of Johns’ appointment per financing agreements .