Nicholas Lewin
About Nicholas Lewin
Nicholas Lewin (age 47) has served as an independent director of Allurion Technologies (ALUR) since August 2023. He is a long-time healthcare and technology investor (managing member and head of investments at Crown Predator Holdings since 2008; private investor since 2000) and currently chairs or serves on multiple public company boards; he holds a bachelor’s degree in political science from Johns Hopkins University . He is one of the company’s independent directors nominated by the Company with RTW’s designation rights under the Investor Rights Agreement, reinforcing independence status on the ALUR board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crown Predator Holdings LLC | Managing Member & Head of Investments | 2008–present | Leads investment activities; healthcare focus indicated by board affiliations |
| Private Investor | Investor | 2000–present | Track record investing in innovative/medical device companies |
External Roles
| Company/Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Establishment Labs Holdings (Nasdaq: ESTA) | Director; Chairman | Director since Sep 2015; Chairman since Dec 2017 | Board leadership role (Chairman) |
| Cutera, Inc. (Nasdaq: CUTR) | Director | Since May 2023 | Not disclosed |
| FaZe Holdings Inc. (Nasdaq: FAZE) | Director | Since July 2022 | Not disclosed |
| Halo Maritime Defense Systems (private) | Director | Since 2007 | Not disclosed |
Board Governance
- Board classification and tenure: ALUR has a classified board (three classes). Lewin is a Class I director (nominated at the 2024 annual meeting to serve until 2027); he has served on the ALUR board since 2023 .
- Committee assignments: Member, Compensation Committee (Chair: Michael Davin); not a member of Audit or Nominating & Corporate Governance .
- Independence: The Board concluded all Compensation Committee members (including Lewin) are independent under SEC and NYSE standards . He is also one of the Company’s designated independent directors per the Investor Rights Agreement (RTW-approved) .
- Attendance: Following the August 1, 2023 business combination, each director attended at least 75% of the aggregate board and applicable committee meetings for 2023 .
- Governance policies: ALUR prohibits director hedging/pledging and short sales; prohibits using company stock as collateral or in margin accounts . The company has an Enterprise Risk Management policy overseen by the board and committees , and a Dodd-Frank-compliant Compensation Recovery (clawback) policy (effective Oct 2, 2023) administered by the Compensation Committee .
- Interlocks: The proxy discloses no Compensation Committee interlocks or insider participation requiring disclosure; none of the members (including Lewin) have served as ALUR officers .
Fixed Compensation
- Policy structure (non-employee directors; adopted Aug 2023): Annual cash board retainer $45,000; no per-meeting fees; committee retainers as below; additional $45,000 for non-executive Chair .
| Retainer Type | Amount ($) |
|---|---|
| Board Member Annual Retainer | 45,000 |
| Non-Executive Chair Additional Retainer | 45,000 |
| Audit Chair | 20,000 |
| Audit Member | 10,000 |
| Compensation Chair | 15,000 |
| Compensation Member | 7,500 |
| Nominating & Gov Chair | 10,000 |
| Nominating & Gov Member | 5,000 |
| Meeting Fees | None paid (no per-meeting compensation) |
- Actual 2023 director compensation (Lewin):
| Year | Fees Earned or Paid in Cash ($) | RSU Awards – Grant Date Fair Value ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 21,875 | 195,415 | — | 217,290 |
Notes: RSU grant date fair value is calculated per ASC 718; no meeting fees are paid; cash is payable quarterly in arrears .
Performance Compensation
- Equity design: Initial one-time RSU award valued at $225,000 for non-employee directors serving on Aug 1, 2023 or newly appointed thereafter, vesting in equal annual installments over three years (service-based) . Annual RSU award valued at $150,000 each annual meeting, vesting in full by the next annual meeting or first anniversary (service-based) .
- Lewin 2023 equity: RSU grant date fair value $195,415; no option awards .
- Outstanding awards (as of Dec 31, 2023): 45,235 RSUs outstanding .
| Equity Component | Design | Metric(s) | Vesting | 2023 Lewin Value/Count |
|---|---|---|---|---|
| Initial RSU | Fixed value | None (time-based) | 1/3 annually over 3 years | Included in 2023 RSU value $195,415 |
| Annual RSU | Fixed value | None (time-based) | Full vest by next AGM/1-year | N/A for those appointed within 6 months of AGM |
| Options | Not standard for directors | N/A | N/A | None for Lewin in 2023 |
No director performance metrics (e.g., TSR, EBITDA) are disclosed for non-employee director equity; vesting is service-based, not performance-based .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Considerations |
|---|---|---|
| Establishment Labs (ESTA) | Chairman; Director | Aesthetics/medical device focus; no ALUR-related party transactions disclosed; not identified as a customer/supplier in ALUR filings . |
| Cutera (CUTR) | Director | Aesthetic technologies; no ALUR related-party transaction disclosed . |
| FaZe Holdings (FAZE) | Director | Unrelated sector; no ALUR related-party transaction disclosed . |
| Halo Maritime Defense Systems (private) | Director | Private company; no ALUR related-party transaction disclosed . |
ALUR’s “Certain Relationships” section lists PIPE investments by others (e.g., Davin, Ishrak, RTW) but no transactions involving Lewin since 1/1/2023 were disclosed .
Expertise & Qualifications
- Investor/operator profile with multi-board leadership (Chairman at ESTA) and long-running investment career; emphasis on innovative/medical device and healthcare companies .
- Education: B.A., Political Science, Johns Hopkins University .
- Governance skillset reflected in Compensation Committee service and independence under NYSE/SEC rules .
Equity Ownership
| As-Of Date | Total Beneficial Ownership (shares) | % of Shares Outstanding | Details |
|---|---|---|---|
| Oct 25, 2024 | 15,078 | <1% (“*”) | Footnote indicates 15,708 shares issuable upon vesting of RSUs within 60 days (footnote discrepancy vs table) . |
| Feb 28, 2025 | 604 | <1% (“*”) | Consists of 604 shares issuable upon vesting of RSUs within 60 days . |
Context: Shares outstanding 64,465,644 as of Oct 25, 2024 ; 5,961,714 as of Feb 28, 2025 (reflecting capital structure changes) . ALUR’s insider trading policy prohibits pledging/hedging by directors, reducing alignment risk from collateralized holdings .
Governance Assessment
- Independence and nomination: Lewin is specifically identified as an independent director under the Company’s rights and sits on the Compensation Committee, which the Board deems independent per SEC/NYSE standards—positive for governance oversight and pay discipline .
- Attendance and engagement: Board-level disclosure indicates 75%+ attendance for all directors post-business combination in 2023—adequate engagement signal for a newly public board .
- Pay structure and alignment: Director pay is equity-heavy (RSUs $195,415 vs cash $21,875 in 2023), with time-based vesting and no meeting fees, aligning director incentives with shareholder value while avoiding short-termism; clawback framework and hedging/pledging prohibitions further enhance alignment .
- Ownership/Skin in the game: Beneficial ownership is modest (<1%), with service-based RSUs outstanding; no pledging allowed by policy .
- Conflicts and related-party exposure: No related-party transactions involving Lewin were disclosed; his external roles are in adjacent or unrelated sectors, and no supplier/customer interlocks are identified in the proxy—low direct conflict risk from disclosed items .
- Committee effectiveness: Compensation Committee responsibilities include executive pay setting, equity plan oversight, and clawback policy administration; Lewin’s investor/board background supports these duties .
RED FLAGS: None specific to Lewin disclosed. Notably, ALUR prohibits hedging/pledging; Compensation Committee interlocks are expressly denied; and no Lewin-related party transactions are disclosed—mitigating common governance risks .