R. Jason Richey
About R. Jason Richey
Independent director at Allurion Technologies (ALUR), appointed December 30, 2024. Career operator in medical devices: CEO of Cytrellis Biosystems (Jun 2022–Oct 2024), President/COO and interim CEO at Cutera (Nasdaq: CUTR), and 17 years at LivaNova/Cyberonics across commercial and P&L leadership. Holds a B.A. in Biology from Indiana University. RTW Investments recommended him; he concurrently serves as an independent consultant to RTW, a significant ALUR stockholder .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cytrellis Biosystems, Inc. | President & CEO | Jun 2022 – Oct 2024 | Led aesthetics/medical device growth |
| Cutera, Inc. (Nasdaq: CUTR) | President; COO; Interim President & CEO | Jul 2018 – Jun 2021; Jul 9, 2018 start; Jan 4, 2019–Jul 8, 2019 interim | Oversaw operations and interim CEO transition |
| LivaNova PLC / Cyberonics | President North America; VP Global Sales/Marketing/Market Access/Gov’t Affairs; President & GM Neuromodulation; VP & GM International | ~17 years | Multi-region P&L, market access, neuromodulation franchise leadership |
| B. Braun Medical | Sales/Sales Management | Early career | Commercial foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| RTW Investments, LP | Independent consultant | Current (as of appointment) | RTW recommended Richey to ALUR’s Board |
| RTW designation rights | RTW “Second Director Designee” eligibility | 2025 | Omnibus Amendment gave RTW an additional director designate right; initial designee was Richey . Second Director Designee eligible for most committees except conflict-focused special committees . |
Board Governance
- Board structure and independence (2024 baseline): Majority independent; independent directors meet at least quarterly in executive session; co-chairmen Omar Ishrak and Krishna Gupta with Ishrak as Lead Independent Director .
- Committees (2024 membership snapshot, pre-Richey): Audit—Milena Alberti-Perez (Chair), Omar Ishrak, Michael Davin; Compensation—Michael Davin (Chair), Nicholas Lewin, Douglas Hudson; Nominating & Corporate Governance—Douglas Hudson (Chair), Omar Ishrak, Krishna Gupta .
- Richey’s committee assignments: Not disclosed in filings; he is eligible for committees per RTW designee terms (excluding special conflict committees) .
- Tenure: Appointed December 30, 2024; ~11 months as of November 2025 .
- Attendance: Company reported all directors met ≥75% attendance in 2023 (pre-appointment); Richey-specific attendance not yet disclosed .
Fixed Compensation
Non-Employee Director Compensation Policy (applies post-business combination):
| Component | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $45,000 | Payable quarterly, prorated |
| Chair of Board (additional) | $45,000 | In addition to Board retainer |
| Audit Committee member | $10,000 | Annual |
| Audit Committee chair | $20,000 | Annual |
| Compensation Committee member | $7,500 | Annual |
| Compensation Committee chair | $15,000 | Annual |
| Nominating & Corporate Governance member | $5,000 | Annual |
| Nominating & Corporate Governance chair | $10,000 | Annual |
| Annual cap on cash + equity for any non-employee director | $750,000 ($1,000,000 for initial year) | Plan limit |
Performance Compensation
Policy-based equity grants for non-employee directors:
| Award Type | Grant Value | Vesting | Key Terms |
|---|---|---|---|
| Initial RSU (one-time upon appointment) | $225,000 | Vests in equal annual installments over 3 years | Granted to each new director appointed after closings |
| Annual RSU (each annual meeting) | $150,000 | Vests in full by next annual meeting or 1-year anniversary | Excludes directors appointed within 6 months of the meeting |
| Sale event acceleration | N/A | Outstanding director RSUs fully accelerate on “sale event” per plan | Plan mechanics for change-in-control |
| Clawback policy | N/A | Recovery of erroneously awarded compensation for restatements | Effective Oct 2, 2023, NYSE-compliant |
Other Directorships & Interlocks
- Current public company directorships: Not disclosed for Richey in ALUR filings; prior public company executive roles at Cutera noted (no director role stated) .
- Interlocks/conflicts:
- RTW governance rights: RTW can designate an additional director (initially Richey) under the Omnibus Amendment; RTW also holds conversion rights under Notes and preferred/warrant structures, with scenarios leading to high ownership and potential change of control if shareholder proposals pass .
- Richey’s RTW consultancy may present perceived conflicts in matters involving RTW; Board notes Second Director Designee is excluded from special conflict committees as appropriate .
Expertise & Qualifications
- Medical device operating leadership (commercial, P&L, neuromodulation, aesthetics) at LivaNova/Cyberonics, Cutera, Cytrellis .
- Growth and turnaround experience; interim CEO capacity .
- Education: B.A. Biology, Indiana University .
- Governance familiarity: Eligible for ALUR committees; RTW designee governance framework acknowledged .
Equity Ownership
| Holder | Shares Beneficially Owned (Feb 28, 2025) | % of Outstanding |
|---|---|---|
| R. Jason Richey | 0 | — |
Policy constraints:
- Hedging/pledging prohibited for directors under Insider Trading Policy (short sales, derivatives, margin use/pledging) .
Governance Assessment
- Strengths:
- Deep industry operating credentials likely additive to board oversight in commercialization, market access and operations .
- Formal clawback policy and anti-hedging/pledging strengthen governance discipline .
- Independent board structure and lead independent director role; regular executive sessions .
- Watch items / red flags:
- RTW alignment: Richey is RTW’s initial designee and an RTW consultant; ALUR sought shareholder approval for note conversion and warrant/share issuance that could elevate RTW’s ownership to 45–55% in certain scenarios, implying potential change-of-control and conflicts demanding rigorous recusal and committee safeguards .
- Ownership alignment: Richey reported no beneficial ALUR share ownership as of Feb 28, 2025; monitor RSU grants and adherence to any director stock ownership guidelines if adopted .
- Finance function stability: CFO resigned in Nov 2024 (post-appointment period); while no disagreement reported, leadership changes around financial reporting merit continued oversight from Audit Committee .
Overall, Richey contributes seasoned device-operator perspective; however, his RTW consultancy and designee status create perceived conflicts amid RTW-related capital and conversion proposals, elevating the need for transparent recusals, committee composition diligence, and robust conflict-management protocols .
Appendix: ALUR Governance and Capital Proposals Context (for investor situational awareness)
- 2025 Special Meeting proposals included repricing July 2024 purchaser warrants, approving issuance for Jan/Feb 2025 warrants, and amending note conversion prices with market-cap and VWAP-based floors—each with board “FOR” recommendation; amendments could trigger material dilution and possible change-of-control outcomes involving RTW .