Krishna Gupta
About Krishna Gupta
Krishna Gupta (age 36 as of November 2024) has served on Allurion’s Board since January 2017. He is co‑founder of REMUS Capital and Romulus Capital and has deep investing experience in technology and healthcare; prior roles include McKinsey & Company and JPMorgan. Gupta holds two B.S. degrees (Materials Science & Engineering; Management Sciences) from MIT and previously served as chairman of Presto Automation, Inc. (Nasdaq: PRST) from September 2022 to March 2024 and as CEO in 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Presto Automation, Inc. (Nasdaq: PRST) | Chairman of the Board | Sep 2022 – Mar 2024 | Led board; voice AI strategy exposure |
| Presto Automation, Inc. | Chief Executive Officer | 2023 | Operating leadership in voice AI |
| REMUS Capital / Romulus Capital | Founder | Founded in 2008 | Investor and board representation in tech/healthcare |
| McKinsey & Company | Consultant | Not disclosed | Advised Fortune 100 tech M&A |
| JPMorgan Chase & Co. | Investment Banking | Not disclosed | Advised Fortune 100 tech M&A |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vyome Therapeutics | Director | Not disclosed | Clinical-stage immune-inflammatory/rare disease |
| CeresAI / Ceres Imaging | Director | Not disclosed | Computer vision analytics in agriculture |
| Cogito Corporation | Director | Not disclosed | Voice AI for enterprises |
| Cohealo, Inc. | Director | Not disclosed | Equipment sharing for health systems |
| Spotta Ltd. | Director | Not disclosed | Smart insect/pest monitoring |
| ZeroCater, Inc. | Director | Not disclosed | Catering technology for enterprises |
Board Governance
- Board class/tenure: Class I director; term runs to 2027 annual meeting .
- Board leadership: Co‑chairman of the Board (with Omar Ishrak); Ishrak serves as lead independent director; co‑chair role separated from CEO .
- Committee memberships: Nominating & Corporate Governance Committee member; committee chaired by Larson Douglas Hudson; all members deemed independent under SEC/NYSE standards .
- Nomination rights/interlocks: Investor Rights Agreement gives Remus Group Management, LLC (affiliated with Gupta) nomination rights for one director and one independent director (currently Gupta and Hudson) .
- Attendance: In 2023 (post‑business combination), Board met 5 times; Audit 3; Compensation 5 (plus one written consent); Nominating 1. Each director attended ≥75% of applicable meetings .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Annual cash retainer (Board membership) | $45,000 | Payable quarterly; prorated for partial years |
| Additional annual retainer (Non‑Executive Chair) | $45,000 | If serving as non‑executive chair |
| 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 | |
| 2023 Fees earned (Gupta) | $539,583 | Includes $500,000 to KKG Enterprises LLC and Remus Group Management LLC (affiliates) |
Performance Compensation
| Award Type | Grant Value | Vesting | Performance Metrics | Notes |
|---|---|---|---|---|
| Initial RSU award (for non‑employee directors) | $225,000 | Vests in equal annual installments over 3 years; continued service required | None disclosed for directors | Full acceleration upon “sale event” per 2023 Plan |
| Annual RSU award (continuing directors) | $150,000 each annual meeting | Vests in full on earlier of 1‑year anniversary or next annual meeting; continued service required | None disclosed for directors | Value based on 30‑day average closing price × shares |
| 2023 RSU grant (Gupta) | $195,415 | Per director compensation table | None disclosed for directors | |
| 2023 Options (Gupta) | — | — | — | No options granted to Gupta in 2023 |
- Clawbacks: Company adopted a Compensation Recovery Policy (SEC/NYSE‑compliant) effective Oct 2, 2023; administered by Compensation Committee (applies to executive officers; directors not specified) .
Other Directorships & Interlocks
| Entity | Type | Role/Status | Interlock/Ownership |
|---|---|---|---|
| Remus Group Management, LLC | Private | Affiliated with Gupta; nominates Gupta and Hudson under Investor Rights Agreement | Nomination rights; governance influence |
| Romulus Growth Allurion L.P. | Investment fund | >5% holder in 2024; Gupta is GP | Ownership alignment; potential related‑party dynamics |
| KKG Enterprises LLC; Remus Group Management LLC | Consulting entities | Received $0.2M and $0.3M (Q1 2023) tied to board‑related work by Gupta; terminated June 20, 2023 | Related‑party transactions; RED FLAG potential |
| Hunter Ventures Limited (HVL) | Investor | Bought $13.0M 2023 Convertible Notes; HVL is LP of Romulus Growth Allurion L.P. (Gupta affiliate) | Financing linked to Gupta‑affiliated fund; RED FLAG potential |
Expertise & Qualifications
- Founder/operator‑investor across tech/healthcare; board roles in AI (Cogito), ag‑tech vision (CeresAI), health systems logistics (Cohealo) .
- MIT dual B.S. degrees; prior advisory in Fortune 100 tech M&A at McKinsey and JPMorgan .
- Board leadership experience as co‑chair at Allurion; chairman/CEO experience at a public tech company (Presto) .
Equity Ownership
| Date / Basis | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Oct 25, 2024 (64,465,644 shares o/s) | 5,873,913 | 9.1% | Includes: Romulus Growth Allurion L.P. (3,124,244), Romulus Capital I, L.P. (72,953), Romulus Capital I, L.P. warrant (73,349), Romulus Allurion Special Opportunity L.P. (881,300), Samin Capital LLC (538,101), Gupta (939,285), RSUs vesting within 60 days (244,681) |
| Feb 28 / Mar 14, 2025 (≈5.96M shares o/s) | 239,136 | 4.0% | Includes: Romulus Growth Allurion L.P. (124,970), Romulus Capital I, L.P. (2,919), Romulus Capital I, L.P. warrant (2,934), Romulus Allurion Special Opportunity L.P. (35,252), Samin Capital LLC (21,525), Gupta (37,572), RSUs vesting within 60 days (13,964); Gupta is GP/manager of these entities |
Ownership Policies:
- Insider Trading Policy prohibits hedging and pledging of company stock and use of margins; applies to directors and affiliates .
Ownership Breakdown (as of Mar 14, 2025)
| Holder/Instrument | Shares |
|---|---|
| Romulus Growth Allurion L.P. | 124,970 |
| Romulus Capital I, L.P. | 2,919 |
| Romulus Capital I, L.P. (warrant, exercisable within 60 days) | 2,934 |
| Romulus Allurion Special Opportunity L.P. | 35,252 |
| Samin Capital LLC | 21,525 |
| Krishna Gupta (direct) | 37,572 |
| RSUs vesting within 60 days | 13,964 |
Governance Assessment
- Board effectiveness: Gupta is co‑chair, shaping agendas and board development; separation from CEO enhances oversight; lead independent director structure adds balance .
- Independence/committees: Independent for Nominating & Corporate Governance; not on Audit or Compensation; committee independence affirmed under SEC/NYSE standards .
- Attendance: Met company benchmark (≥75%) across Board/committees during 2023; overall meeting cadence suggests engagement .
- Compensation alignment: Director pay mixes cash retainer plus time‑vested RSUs; 2023 RSU grant ($195,415) with no performance metrics; policy provides annual RSU ($150k) and initial RSU ($225k) — typical for small‑cap boards but lacks performance linkage .
- Ownership alignment: Material ownership via affiliated funds and personal holdings (4.0% post‑recapitalization), with anti‑pledging/hedging policy — strong economic exposure but via sponsor funds increases potential conflicts .
- RED FLAGS:
- Related‑party consulting payments ($0.5M fees in 2023; $0.2M to KKG, $0.3M to Remus) tied to his board work (terminated mid‑2023) .
- Financing linkages: 2023 Convertible Notes sold to HVL, an LP of Gupta‑affiliated Romulus Growth fund .
- Nomination rights: Remus‑affiliated rights to nominate directors (including Gupta and Hudson) introduce sponsor influence on board composition .
- Mitigants:
- Termination of consulting agreements (June 20, 2023) reduces ongoing RPT exposure .
- Committee independence and lead independent director governance framework .
Board Governance Details
| Attribute | Detail |
|---|---|
| Class/Term | Class I; term to 2027 annual meeting |
| Board Role | Co‑Chairman of the Board |
| Lead Independent Director | Omar Ishrak |
| Committee Membership | Nominating & Corporate Governance (member) |
| Committee Chair Roles | None disclosed for Gupta |
| Independence | Nominating committee: independent under SEC/NYSE |
| 2023 Attendance | ≥75% of Board and committee meetings |
Director Compensation Summary (2023)
| Component | Krishna Gupta ($) |
|---|---|
| Fees Earned or Paid in Cash | 539,583 (includes $500,000 to KKG Enterprises & Remus Group Management) |
| RSU Awards (grant-date fair value) | 195,415 |
| Option Awards | — |
| Total | 734,998 |
| RSUs Outstanding at 2023 Year End | 462,695 (shares) |
Related-Party Transactions (Conflict Indicators)
- Consulting: $0.2M to KKG Enterprises and $0.3M to Remus Group Management in Q1 2023 for AI platform/advisory and Business Combination work tied to Gupta’s board activities; agreements terminated June 20, 2023 .
- Financing: $13.0M 2023 Convertible Notes sold to HVL; HVL is LP of Romulus Growth Allurion L.P., affiliated with Gupta .
- Paris office lease: Related‑party lease (former exec affiliations) terminated Feb 2024 (company concluded arm’s‑length terms); context for broader RPT controls .
Notes on Shareholder Dynamics
- 2024 principal holders included Romulus Growth Allurion L.P. at 6.4%; Gupta is GP of Romulus entities; 2025 cap table shows recalibrated ownership post financing/splits with Gupta at 4.0% .
- Anti‑pledging/hedging policy reduces alignment concerns from leverage/derivative strategies .
- Board sought stockholder approvals in March/April 2025 to reprice warrants and amend note conversion terms, signaling capital structure flexibility and potential volatility impacts; unanimously recommended by Board .