Michael Davin
About Michael Davin
Michael Davin, 66, has served as an independent director of Allurion Technologies, Inc. (ALUR) since October 2017. He is the former chairman, president, and CEO of Cynosure Inc. (2003–March 2017), and holds B.S. and B.A. degrees from Southern New Hampshire University, bringing deep medical device operating experience to the board . He was nominated under the Investor Rights Agreement as the independent director designated by CEO Dr. Shantanu Gaur’s nomination right, reinforcing independence with structured nomination governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cynosure Inc. (formerly Nasdaq: CYNO) | Chairman, President & CEO | 2003–Mar 2017 | Led a public med‑tech company acquired by Hologic; extensive industry/operator credibility |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Follica, Inc. (private) | Director | Since Dec 2020 | Private company board experience in healthcare |
| Amsel Medical Corporation (private) | Director | Since Aug 2020 | Private company board experience in medical devices |
| Cynosure, LLC (private) | Director | Since Jan 2020 | Continuity of sector expertise post‑sale of Cynosure Inc. |
| Inkbit Corporation (private) | Director | Since Jun 2018 | Technology/healthcare cross‑over board experience |
Board Governance
- Committee assignments: Compensation Committee Chair; Audit Committee member; not on Nominating & Corporate Governance Committee .
- Financial expertise: Identified by the Board as an Audit Committee financial expert; Audit Committee independence affirmed .
- Independence: Board determined all directors except the CEO are independent under NYSE rules (includes Davin) .
- Attendance: In 2023, each director attended ≥75% of aggregate Board and applicable committee meetings .
- Lead Independent Director and leadership: Omar Ishrak serves as Lead Independent Director; co‑chair governance with separation from CEO role; independent directors meet at least quarterly in executive session .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer ($) | $45,000 | Paid quarterly, prorated; adopted Aug 2023 |
| Additional Retainer – Non‑Executive Chair ($) | $45,000 | If applicable |
| Committee Chair – Audit ($) | $20,000 | |
| Committee Member – Audit ($) | $10,000 | |
| Committee Chair – Compensation ($) | $15,000 | Davin is Chair |
| Committee Member – Compensation ($) | $7,500 | |
| Committee Chair – Nominating & Gov. ($) | $10,000 | |
| Committee Member – Nominating & Gov. ($) | $5,000 |
| Michael Davin – 2023 Director Compensation | 2023 |
|---|---|
| Fees Earned or Paid in Cash ($) | $33,333 |
| RSU Awards ($) | $195,415 |
| Option Awards ($) | $111,810 |
| Total Compensation ($) | $340,558 |
Performance Compensation
| Equity Award Structure | Value/Terms | Vesting |
|---|---|---|
| Initial RSU Award (on joining/serving Aug 1, 2023 or later) | $225,000 “value” (30‑day average price basis) | Vests in equal annual installments over 3 years |
| Annual RSU Award (at each annual meeting) | $150,000 “value” | Vests in full at 1 year or next annual meeting, whichever earlier |
| Acceleration | N/A | Full acceleration upon “sale event” under 2023 Plan |
| Performance Metrics Tied to Director Compensation | 2023 |
|---|---|
| Formal performance metrics (TSR/financial/ESG) | None disclosed; director RSUs are time‑based, not performance‑based |
Other Directorships & Interlocks
- Nomination rights: The Investor Rights Agreement provides one director and one independent director nomination right to Dr. Gaur; Davin currently serves as Gaur’s independent nominee, creating a formalized but transparent nomination pathway .
- RTW influence: RTW has designation/approval rights for independent directors and note‑related board observer/nominee rights, shaping board composition (not specific to Davin’s seat) .
Expertise & Qualifications
- Sector expertise: Long‑tenured med‑tech CEO with commercialization/M&A execution at Cynosure; multiple private healthcare/tech boards .
- Financial literacy: Board recognized as audit committee financial expert, supporting oversight in a capital‑intensive, compliance‑sensitive environment .
Equity Ownership
Note: Allurion effected a 1‑for‑25 reverse stock split on January 3, 2025; post‑split counts reflect adjusted share quantities .
| Metric | Oct 25, 2024 (Pre‑Split) | Feb 28, 2025 (Post‑Split) |
|---|---|---|
| Total Beneficial Ownership (shares) | 241,632 | 9,668 |
| % of Shares Outstanding | <1% | <1% |
| Common Shares Owned | 65,187 | 2,608 |
| Options Exercisable within 60 days | 161,367 | 6,456 |
| RSUs Vesting within 60 days | 15,078 | 604 |
Additional context:
- Outstanding options held by Davin as a director are vested (legacy grants in 2017, 2020, 2021 converted at Business Combination; vesting schedules completed) .
- Insider trading policy prohibits short sales, hedging, margin use, and pledging of company stock, mitigating alignment risks; no pledging disclosures for Davin .
Governance Assessment
-
Strengths:
- Independent director with robust operating background; Compensation Committee Chair and Audit member enhance board effectiveness in pay oversight and financial controls .
- Identified audit committee financial expert; supports credibility in financial oversight, auditor interactions, and related‑party review processes .
- Attendance at/above governance thresholds in 2023; adherence to executive session cadence for independent directors .
-
Alignment & incentives:
- Director pay mix emphasizes equity RSUs (initial and annual awards), aligning with shareholder outcomes; time‑based vesting without disclosed performance targets (reduces complexity but lacks performance linkage) .
- Beneficial ownership is <1% and relatively modest post‑split; options and RSUs create exposure but absolute stake is small, typical for small‑cap boards .
-
Potential conflicts/RED FLAGS:
- Related‑party exposure exists at the company level (RTW securities/board rights, conversion price amendments), but not specifically tied to Davin beyond standard nomination rights; oversight by Audit and Compensation Committees is pertinent .
- Davin participated in the Business Combination PIPE (30,824 shares), a disclosed related‑person transaction, which can be neutral or positive for alignment but requires continued Audit Committee oversight on related transactions .
- Company’s financing stress signals (reverse split, NYSE notices, conversion repricings) raise governance demands on committees to guard shareholder dilution; board recommended approvals to manage listing risk and deleverage, highlighting need for rigorous conflict management (RTW as Active Related Party) .
-
Risk controls:
- Clawback policy (Compensation Recovery Policy) adopted for executive officers following SEC/NYSE rules; although not aimed at directors, it reflects overall governance posture .
- Insider trading/hedging/pledging prohibitions apply to directors, reducing misalignment risk .
Director Compensation Details (Context)
| Outstanding Director Equity at 2023 Year End | Quantity |
|---|---|
| RSU Awards Outstanding (Davin) | 45,235 shares |
| Options Outstanding (Davin) | 161,367 shares (vested) |
| Vesting Detail – Historical Options (Legacy Plans converted at Business Combination) | Schedule |
|---|---|
| 2017 grant (converted to 88,019 shares) | Fully vested by Oct 18, 2021 |
| 2020 grant (converted to 44,009 shares) | 25% at 1‑year; remainder monthly over 36 months |
| 2021 grant (converted to 29,339 shares) | Equal monthly installments over 2 years |
Related Party Transactions (Selected Company Context)
- RTW Notes/Series A/Private Placement Warrants required shareholder approvals due to NYSE Listing Rule 312.03(b)(i) and potential change‑of‑control implications; board sought approvals and imposed voting limitations on RTW shares issued upon conversions to mitigate control concerns .
- Davin’s PIPE participation was disclosed; otherwise, no current transactions >$120,000 involving Davin beyond compensation arrangements .
Summary Implications for Investors
- Governance quality: Davin’s dual role as Compensation Chair and Audit financial expert supports pay discipline and financial oversight—valuable in a period of capital structure changes and listing compliance remediation .
- Alignment: Equity‑heavy director compensation and historical PIPE participation indicate some alignment, though absolute ownership post‑split is modest (<1%) .
- Conflicts vigilance: Company‑level financing with an Active Related Party (RTW) requires ongoing scrutiny; Davin’s committee roles are central to managing dilution, change‑of‑control risks, and related‑party safeguards .