Omar Ishrak
About Omar Ishrak
Omar Ishrak, 68, is Co‑Chairman of Allurion’s Board and serves as Lead Independent Director; he joined the Board in August 2023. He holds a B.S. and Ph.D. in electrical engineering from the University of London, King’s College, and is a fellow of King’s College. He previously served as CEO (2011–2020) and later Executive Chairman of Medtronic, and as President & CEO of GE Healthcare Systems, with earlier leadership posts at Diasonics Vingmed Ultrasound and Philips Ultrasound. His governance credentials include service on multiple large‑cap boards across technology and healthcare.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medtronic plc | Chief Executive Officer; later Executive Chairman/Chairman | CEO: Jun 2011–Apr 2020; Exec Chair/Chair: until Dec 2020 | Led global scale medical device operations; strategic M&A and integration; quality and compliance oversight. |
| GE Healthcare Systems | President & CEO | Prior to 2011 | P&L leadership in imaging/diagnostics; global operations; technology commercialization. |
| Diasonics Vingmed Ultrasound; Philips Ultrasound | Engineering/product leadership | Early career | Technology development and business management in ultrasound imaging. |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Intel Corporation | Director; Independent Chairman (past) | Director; Independent Chairman Jan 2020–Jan 2023. |
| Amgen, Inc. | Director | Since Jul 2021. |
| Cargill, Inc. | Director | Since Jan 2021. |
| Insightec Ltd. | Director | Since May 2022. |
| Cleveland Clinic | Board of Directors | Ongoing. |
| Asia Society | Board of Trustees | Ongoing. |
| Minnesota Public Radio | Board of Trustees | Ongoing. |
Board Governance
- Roles: Co‑Chairman and Lead Independent Director; separates board leadership from CEO role to enhance oversight.
- Committees: Audit Committee member; Nominating & Corporate Governance Committee member.
- Independence: Board determined all directors other than the CEO are independent; Ishrak is independent. Independent directors meet at least quarterly in executive session.
- Attendance: In 2023, each director attended ≥75% of Board and applicable committee meetings (Ishrak met the threshold).
Fixed Compensation
Director pay is a mix of cash retainers and time‑based RSUs; no meeting fees.
| Component | Policy Amount ($) |
|---|---|
| Annual Board Retainer (non‑employee director) | $45,000 |
| Additional Retainer – Non‑Executive Chair | $45,000 |
| Committee Chair – Audit | $20,000 |
| Committee Member – Audit | $10,000 |
| Committee Chair – Compensation | $15,000 |
| Committee Member – Compensation | $7,500 |
| Committee Chair – Nominating & Corporate Governance | $10,000 |
| Committee Member – Nominating & Corporate Governance | $5,000 |
| Initial RSU (on joining) | $225,000 value; vests over 3 years |
| Annual RSU (each AGM) | $150,000 value; 1‑year vest |
Actual 2023 director compensation (reported):
| Component | FY 2023 |
|---|---|
| Fees earned or paid in cash | $43,750 |
| RSU awards (grant‑date fair value) | $195,415 |
| Option awards | $0 |
| Total | $239,165 |
| RSUs outstanding at 2023 year‑end (shares) | 45,235 |
Notes:
- RSU values use ASC 718 grant‑date fair value; vesting is service‑based.
- Cash fee reflects proration aligned to service start and role timing.
Performance Compensation
| Metric | FY 2023 |
|---|---|
| Performance‑based elements tied to director pay | None disclosed; director equity is time‑based RSUs without performance conditions. |
Other Directorships & Interlocks
- Public company boards (Intel, Amgen) and large private institutions (Cargill, Cleveland Clinic) broaden industry insight and networks relevant to Allurion’s obesity/medical device strategy.
- Compute Health Sponsor LLC (SPAC sponsor for the Allurion business combination) is managed by Drs. Nehmé and Ishrak and Joshua Fink; the Sponsor holds Allurion shares (see Equity Ownership). Potential information flow exists but no related‑party transactions beyond disclosed investments.
Expertise & Qualifications
- Deep operational leadership in regulated medical devices; prior CEO of Medtronic and President & CEO of GE Healthcare Systems.
- Engineering/technology background (Ph.D.; ultrasound product development) enhances technical oversight.
- Broad board experience across large‑cap tech and pharma (Intel, Amgen) and diversified industrial (Cargill).
- Recognitions: AIMBE College of Fellows (2016); National Academy of Engineering (2020).
Equity Ownership
Post‑reverse split (Feb 28, 2025 snapshot):
| Holder/Instrument | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Omar & Helen Ishrak Living Trust | 28,410 | — | Direct trust holdings. |
| Compute Health Sponsor LLC (managed by Ishrak et al.) | 130,510 | — | Ishrak disclaims beneficial ownership of 54,743 shares above pecuniary interest. |
| RSUs vesting within 60 days | 604 | — | Short‑term vesting window. |
| Total beneficial ownership (Ishrak) | 159,523 | 2.7% | Based on 5,961,714 shares outstanding. |
Pre‑reverse split (Oct 25, 2024 snapshot):
| Holder/Instrument | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Direct (Omar & Helen Ishrak Living Trust) | 710,228 | — | PIPE participation included. |
| Compute Health Sponsor LLC | 3,262,711 | — | Co‑managed by Ishrak; Sponsor holdings. |
| RSUs vesting within 60 days | 15,078 | — | Short‑term vesting window. |
| Total beneficial ownership (Ishrak) | 3,972,939 | 6.2% | Based on 64,465,644 shares outstanding. |
Alignment/Risk notes:
- Pledging and hedging: Prohibited by company policy for directors and insiders; no pledging disclosed.
- Ownership evolved post 1‑for‑25 reverse split effective Jan 3, 2025 (warrant/pricing sections reflect split adjustments).
Governance Assessment
-
Strengths
- Independent leadership: Lead Independent Director and Co‑Chair role separate from CEO; enhances oversight and board independence.
- Relevant committee service: Audit and Nominating & Governance membership aligns with his operational/technical background; attendance threshold met.
- Ownership alignment: Meaningful beneficial stake (2.7% post‑split), plus time‑based RSUs; insider policy prohibits hedging/pledging.
- Broad external board experience in healthcare and technology adds network and strategic insight for Allurion’s GLP‑1/obesity initiatives.
-
Watch‑items / potential conflicts
- Compute Health Sponsor linkage: Co‑management of Sponsor that holds Allurion shares; sponsor/PIPE participation disclosed as related‑party exposure. Ensure continued recusal where appropriate on matters involving Sponsor holdings.
- Concentrated investor influence: RTW holds significant instruments and governance rights at Allurion; while not linked to Ishrak, board should monitor change‑of‑control dynamics and voting restrictions imposed in note conversion proposals.
-
Compensation design signals
- Director pay is standard: cash retainers and time‑based RSUs; no performance‑based director metrics; RSU acceleration upon sale event aligns with market practice.
- 2023 cash fees and RSUs are within typical ranges for small/mid‑cap medtech, with proration reflecting service start.
-
RED FLAGS
- None material disclosed for Ishrak specifically (no legal proceedings; no pledging/hedging; attendance at threshold; independence affirmed).
Overall, Ishrak’s independent leadership, sector expertise, and aligned ownership support board effectiveness; ongoing attention to Sponsor ties and large investor dynamics (RTW) is appropriate to mitigate perceived conflicts while preserving investor confidence.