Shantanu Gaur
About Shantanu Gaur
Dr. Shantanu Gaur is the founder, Chief Executive Officer, and a director of Allurion Technologies (ALUR), serving on the board and as CEO since September 2009. He holds a B.S. in Biology, summa cum laude, from Harvard College and an M.D. from Harvard Medical School (Paul Revere Frothingham Scholar; Paul & Daisy Soros Fellow) . Age: 38 (as of January 2025 filing) . Compensation design targets 80% of salary as annual bonus, but no performance cash bonuses were paid for 2023–2024; he voluntarily reduced his 2025 salary by 50%, signaling cost discipline and alignment . The company highlights key-person risk tied to Dr. Gaur’s role in operations, capital raising, product development, and regulatory strategy; loss of his services would harm credibility and capabilities, an important retention consideration .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Allurion Technologies, Inc. | Founder, Chief Executive Officer, and Director | 2009–present | Founded Allurion; led product development, regulatory strategy, capital raising; central to operational capabilities |
Fixed Compensation
- Current framework: Base salary set at $620,000 with target annual cash bonus equal to 80% of salary; effective Jan 1, 2025, he reduced his salary by 50% for FY25 .
Summary Compensation (CEO)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 295,000 | 354,875 | 620,000 |
| Bonus ($) | — | 296,751 (business combination $200k + retention $96,751) | — |
| Stock Awards ($) | — | — | — |
| Option Awards ($) | 2,605,904 | — | 2,200,000 |
| Non-Equity Incentive Plan ($) | 79,761 | — | — |
| All Other Compensation ($) | 9,100 | 9,600 | 9,734 |
| Total ($) | 2,989,765 | 661,226 | 2,829,734 |
Notes:
- No annual performance cash bonuses were paid to NEOs for 2023 or 2024 .
- Prior to the business combination, his 2023 salary was temporarily reduced to $36,000 (Apr 15–Jul 31, 2023) to preserve cash .
Performance Compensation
Annual Cash Bonus Outcomes
| Item | FY 2023 | FY 2024 |
|---|---|---|
| Target bonus (% of salary) | 80% (post-business combination) | 80% |
| Payout ($) | $0 (no annual performance bonus) | $0 (no annual performance bonus) |
| Metrics | Company and individual criteria established by Board/Comp Committee (specific metrics not enumerated) | Company and individual criteria established by Board/Comp Committee (specific metrics not enumerated) |
Outstanding Equity Awards and Vesting (as of Dec 31, 2024)
| Grant date | Vesting commencement | Exercisable options (#) | Unexercisable options (#) | Exercise price ($) | Expiration |
|---|---|---|---|---|---|
| Aug 3, 2017 | — | 6,846 | — | 28.25 | 8/2/2027 |
| Mar 5, 2020 | Jan 1, 2020 | 1,956 | — | 29.25 | 3/4/2030 |
| Dec 20, 2022 | Dec 8, 2022 | 30,052 | 8,563 | 112.75 | 12/19/2032 |
| May 3, 2024 | May 3, 2024 | — | 57,144 | 57.50 | 5/2/2034 |
Option repricing proposal (shareholder vote pending as of Nov 14, 2025): Eligible options for Dr. Gaur total 57,144 with weighted-average exercise price $57.50; approval would reprice these options per plan terms and generate incremental ASC 718 compensation expense .
Equity Ownership & Alignment
- Ownership snapshots (note: Allurion effected a 1-for-25 reverse stock split in Jan 2025; share counts in 2025 reflect post-split amounts) .
| Date (Record) | Beneficial ownership (shares) | % of outstanding | Components (disclosed) |
|---|---|---|---|
| Oct 25, 2024 | 2,503,780 | 3.8% | 1,003,090 (Revocable Trust); 547,679 (Family Irrevocable Trust); 953,011 options exercisable within 60 days |
| Feb 28, 2025 | 103,747 | 1.7% | 40,124 (Revocable Trust); 21,908 (Family Irrevocable Trust); 41,715 options exercisable within 60 days |
| Mar 14, 2025 | 118,034 | 2.0% | 40,124 (Revocable Trust); 21,908 (Family Irrevocable Trust); 56,002 options exercisable within 60 days |
| Oct 31, 2025 | 132,073 | 1.7% | 40,124 (Revocable Trust); 21,908 (Family Irrevocable Trust); 70,041 options exercisable within 60 days |
Additional alignment indicators:
- CEO receives no additional director compensation (non-employee director fees do not apply to him) .
- Clawback: Allurion adopted a Compensation Recovery Policy effective Oct 2, 2023, requiring recovery of erroneously awarded compensation in restatement scenarios .
Potential selling pressure and overhang:
- Special proxy notes potential significant sales by RTW upon registration effectiveness (market price impact risk); governance rights include board observer and additional director designation for RTW under financing agreements .
Employment Terms
| Term | Provision |
|---|---|
| Employment status | At-will; Employment Agreement effective Aug 1, 2023 |
| Base salary | $620,000; subject to review; voluntarily reduced 50% for FY25 |
| Target annual bonus | 80% of base salary |
| Severance (non-CoC) | If terminated without “cause” or resigns for “good reason”: 12 months base salary continuation; company-paid COBRA up to 12 months (earlier of 12 months, new employer coverage, or COBRA period) |
| Change-in-control (double trigger) | If terminated without “cause” or resigns for “good reason” within 3 months prior to or 12 months after a “sale event”: cash equal to 1.5x (base salary + target bonus), full acceleration of time-based equity, and company-paid COBRA up to 18 months (earlier of 18 months, new employer coverage, or COBRA period) |
| Benefits | Eligible for standard employee benefit plans |
Board Governance
- Board service and role: CEO and director since 2009; currently not Board chair. Board leadership is separated with co-chairmen Omar Ishrak (Lead Independent Director) and Krishna Gupta; separation allows independent oversight and CEO focus on operations .
- Committee memberships (independence): Compensation Committee members are Michael Davin (Chair), Nicholas Lewin, and Douglas Hudson; the Board concluded Comp Committee members are independent under SEC/NYSE rules . Nominating & Corporate Governance Committee members are Douglas Hudson (Chair), Omar Ishrak, and Krishna Gupta; all independent . Based on these membership lists, Dr. Gaur is not a member of the Audit, Compensation, or Nominating committees .
- Board and committee attendance: In 2023 (post-business combination), the Board met 5 times, Compensation Committee 5 times (plus one written consent), Audit Committee 3 times, Nominating Committee once; all directors attended at least 75% of applicable meetings .
- Director compensation framework (context): Non-employee director policy provides $45,000 annual retainer; incremental retainers for roles (e.g., Non-Executive Chair +$45,000; Audit Chair $20,000; Compensation Chair $15,000; etc.) and RSU grants ($225,000 initial; $150,000 annual), with full acceleration upon a “sale event” .
Dual-role implications:
- CEO as director presents typical independence considerations; Allurion mitigates by separating chair from CEO and appointing a Lead Independent Director (Ishrak), enhancing independent oversight .
Additional Equity Mechanics and Potential Overhang
- Option Repricing Proposal (2025 Preliminary Proxy): Dr. Gaur holds 57,144 “Eligible Options” (WAE strike $57.50) that would be repriced if stockholders approve; repricing would result in incremental ASC 718 compensation expense . Aggregate awards granted under the 2023 Plan also list his 57,144 options at a $57.50 average exercise price .
- Financing-related overhang: Special proxy details that upon registration effectiveness, shares converted from notes and warrants (notably held by RTW) would be freely tradable, potentially increasing volatility and/or depressing the stock price if supply exceeds demand .
Investment Implications
- Pay-for-performance alignment: No annual performance cash bonuses were paid in 2023–2024 despite an 80% bonus target, indicating tight linkage or underperformance vs goals; the CEO’s 50% salary reduction for 2025 underscores cost discipline and alignment with shareholders . Significant 2024 option grant value ($2.2M fair value) keeps incentive at risk via equity .
- Retention and key-person risk: Company explicitly flags dependence on Dr. Gaur; severance protections (12 months) and robust double-trigger CoC terms (1.5x salary+target bonus; full time-based acceleration) balance retention with market norms; however, loss of the CEO would harm credibility and capabilities .
- Ownership/selling pressure: CEO beneficial ownership is meaningful but modest at ~1.7%–2.0% post-split in 2025, split between family trusts and options; watch for any share sales post-registrations by large holders like RTW that could create near-term overhang .
- Governance quality: Separation of chair and CEO with a Lead Independent Director, independent committees, and an adopted clawback policy are positives; CEO does not receive additional director pay, avoiding double compensation .
- Option repricing: If approved, repricing could increase the likelihood that equity becomes in-the-money, potentially improving retention and motivation but adding incremental stock-based compensation expense; monitor shareholder reception and impact on dilution and sentiment .
Appendices
Beneficial Ownership Footnotes (select)
- Trust and option breakdowns for Dr. Gaur are disclosed in footnotes; e.g., Feb 28, 2025: 40,124 shares (Revocable Trust), 21,908 (Family Irrevocable Trust), and 41,715 options exercisable within 60 days ; Mar 14, 2025: 56,002 options within 60 days ; Oct 31, 2025: 70,041 options within 60 days .
Compensation Committee Process
- The Compensation Committee engages Pearl Meyer as independent consultant for market data and best practices; committee membership is independent under SEC/NYSE rules .