ALLURION TECHNOLOGIES, INC.

This section discusses the compensation awarded to, earned by, or paid to Allurion's chief executive officer and two other most highly compensated executive officers who were serving as executive officers as of December 31, 2024 (our "Named Executive Officers" or “NEOs”).

Our Named Executive Officers for the fiscal year ended December 31, 2024 were:

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Shantanu Gaur, M.D., our Chief Executive Officer;

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Brendan Gibbons, our Chief Legal Officer; and

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Ojas Buch, our Chief Operating Officer.

2024 Summary Compensation Table

The following table presents information regarding the compensation awarded to, earned by or paid to our NEOs for services rendered in all capacities to the Company and its subsidiaries during the fiscal years ended December 31, 2024 and December 31, 2023.

(1)

Amount reported in this column for Dr. Gaur consists of a $200,000 bonus in connection with our Business Combination and a $96,751 retention bonus. Retention bonus represents incentive award made to the executive for his continued employment through a target date.

(2)

Amounts shown reflect the grant date fair value of restricted stock units (“RSUs”) granted during such fiscal year, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, excluding any estimates of forfeitures related to service-based vesting conditions. For information regarding assumptions underlying the valuation of equity awards, see Note 14 to our consolidated financial statements included in this Annual Report on Form 10-K. The amounts reported in this column reflect the accounting cost for the RSU awards, and do not correspond to the actual economic value that may be recognized by holders upon the vesting or settlement of the applicable awards.

(3)

Amounts shown reflect the grant date fair value of stock options granted during such fiscal year, calculated in accordance with FASB ASC Topic 718, excluding any estimates of forfeitures related to service-based vesting conditions. For information regarding assumptions underlying the valuation of equity awards, see Note 14 to our consolidated financial statements included in this Annual Report on Form 10-K. The amounts reported in this column reflect the accounting cost for the option awards, and do not correspond to the actual economic value that may be recognized by holders upon the vesting or exercise of the applicable awards.

(4)

Each of Dr. Gaur, Mr. Gibbons, and Mr. Buch are eligible to receive performance-based cash bonuses, as described below under the heading “Narrative to the Summary Compensation Table—Non-equity Incentive Plan Compensation.” However, no performance-based cash bonuses were earned or paid to the Named Executives Officers for the 2024 and 2023 fiscal years.

(5)

For the 2024 fiscal year, amounts reported in this column include the following amounts: (i) for Dr. Gaur, $3,000 in payments in lieu of medical coverage, and $6,734 of 401(k) plan employer contributions and (ii) for Mr. Buch, $30,000 in reimbursement of relocation expenses

(6)

To preserve our cash prior to the Business Combination, Dr. Gaur's annual base salary was reduced to $36,000 from April 15, 2023 to July 31, 2023.

(7)

Mr. Gibbons joined us as our Chief Legal Officer on January 29, 2024, and the amounts reported in the "Salary" column represent salary payments earned following his commencement of employment.

(8)

Mr. Buch joined us as our Chief Operating Officer on June 3, 2024, and the amounts reported in the "Salary" column represent salary payments earned following his commencement of employment.

Narrative to Summary Compensation Table

Base Salaries

We use base salaries to recognize the experience, skills, knowledge, and responsibilities required of all our employees, including our Named Executive Officers. Base salaries are reviewed annually and adjusted from time to time to align salaries with market levels after taking into account individual responsibilities, performance, and experience. For the 2024 fiscal year, the annual base salaries for Dr. Gaur and Mr. Buch were $620,000 and $400,000, respectively. For the 2024 fiscal year, the annual base salary for Mr. Gibbons was initially $375,000, which was increased to $400,000 on May 2, 2024 and was made retroactive to the commencement of his employment. Effective January 1, 2025, Dr. Gaur agreed to a 50% reduction in his salary for fiscal year 2025.

Non-equity Incentive Plan Compensation

Each of our Named Executive Officers is eligible to earn a performance-based annual cash bonus based on achievement of pre-established company and individual performance criteria established by our Board of Directors or Compensation

Committee in their discretion. For the 2024 fiscal year, the target annual bonus for each of Dr. Gaur and Mr. Buch was equal to 80%, and 50%, respectively, of their annual base salary, and the target annual bonus for Mr. Gibbons was initially equal to 40% of his annual base salary and was increased to 50% of his annual base salary on May 2, 2024. However, no annual performance bonuses were earned or paid to our Named Executive Officers for the 2023 and 2024 fiscal years.

Equity Compensation

We believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives with our stockholders. In addition, we believe that equity grants with a time-based vesting feature promote executive retention because this feature incentivizes our executive officers to remain in our employment during the vesting period.

Independent Compensation Consultant

In assessing and setting the compensation of our Named Executive Officers, the Compensation Committee has engaged Pearl Meyer & Partner LLC ("Pearl Meyer") as its independent compensation consultant. Pearl Meyer advises the Compensation Committee on best practices in executive compensation and provides the Compensation Committee with market data in an effort to ensure our compensation program is competitive and designed to attract, retain, and incentivize our Named Executive Officers.

Employment Arrangements with our Named Executive Officers

Employment Agreement with Dr. Shantanu Gaur

We have entered into an employment agreement with Dr. Gaur, effective August 1, 2023, pursuant to which we employ Dr. Gaur as our Chief Executive Officer on an “at will” basis. Dr. Gaur’s employment agreement provides that his initial annual base salary is $620,000, and is subject to periodic review by our Board of Directors or Compensation Committee. In addition, the employment agreement provides that Dr. Gaur is eligible to receive annual cash bonuses, which the target annual amount shall be 80% of his annual base salary. Dr. Gaur is also eligible to participate in the employee benefit plans generally available to our employees, subject to the terms of such plans.

In the event of a termination of Dr. Gaur’s employment by Allurion without “cause” (as defined in his employment agreement) or by his resignation for “good reason” (as defined in his employment agreement), subject to Dr. Gaur’s execution and non-revocation of a separation agreement containing, among other things, a release of claims in favor of Allurion and its affiliates, Dr. Gaur will be entitled to receive (i) base salary continuation for 12 months following his termination date, and (ii) subject to Dr. Gaur’s election to receive continued health benefits under COBRA, payment of the full cost of such continuation coverage plus any administration fee until the earliest of (A) 12 months following termination; (B) the date he becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the expiration of Dr. Gaur’s COBRA health continuation period.

In addition, in lieu of the payments and benefits described above, in the event that Dr. Gaur’s employment is terminated by us without “cause” or by him for “good reason,” in each case, within three months prior to or 12 months following a “sale event” (as defined in our 2023 Stock Option and Incentive Plan, or “2023 Plan”), and subject to Dr. Gaur’s execution and non-revocation of a separation agreement containing, among other things, a release of claims in favor of Allurion and its affiliates, Dr. Gaur will be entitled to receive (i) an amount in cash equal to 1.5 times the sum of (x) Dr. Gaur’s then-current base salary (or, his base salary in effect immediately prior to the sale event, if higher) and (y) Dr. Gaur’s target annual bonus for the then-current year (or, his target annual bonus in effect immediately prior to the sale event, if higher); (ii) full acceleration of vesting of all outstanding time-based equity awards held by Dr. Gaur; and (iii) subject to Dr. Gaur’s election to receive continued health benefits under COBRA, payment of the full cost of such continuation coverage plus any administration fee until the earliest of (A) 18 months following termination; (B) the date he becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the expiration of Dr. Gaur’s COBRA health continuation period. The cash severance payable to Dr. Gaur upon a termination of employment is generally payable in lump sum within 60 days following the date of termination, subject to limited exceptions.

Employment Agreement with Mr. Brendan Gibbons

We entered into an employment agreement with Mr. Gibbons, effective on January 29, 2024, pursuant to which we employ Mr. Gibbons as our Chief Legal Officer on an “at will” basis. Mr. Gibbons’ employment agreement provides that Mr. Gibbons is eligible to receive annual cash bonuses, and to participate in the employee benefit plans generally available to our employees, subject to the terms of such plans. Mr. Gibbons’ annual base salary is currently $400,000 and his target annual cash bonus amount is 50% of his annual base salary.

In the event of a termination of Mr. Gibbons’ employment by Allurion without “cause” (as defined in his employment agreement) or by his resignation for “good reason” (as defined in his employment agreement), subject to Mr. Gibbons’ execution and non-revocation of a separation agreement containing, among other things, a release of claims in favor of Allurion and its affiliates, Mr. Gibbons will be entitled to receive (i) base salary continuation for 9 months following his termination date, and (ii) subject to Mr. Gibbons’ election to receive continued health benefits under COBRA, payment of the full cost of such continuation coverage plus any administration fee until the earliest of (A) 12 months following termination; (B) the date he becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the expiration of Mr. Gibbons’ COBRA health continuation period.

In addition, in lieu of the payments and benefits described above, in the event that Mr. Gibbons’ employment is terminated by us without “cause” or by him for “good reason,” in each case, within 12 months following a “sale event” (as defined in our 2023 Plan), and subject to Mr. Gibbons’ execution and non-revocation of a separation agreement containing, among other things, a release of claims in favor of Allurion and its affiliates, Mr. Gibbons will be entitled to receive (i) an amount in cash equal to 1 times the sum of (x) Mr. Gibbons then-current base salary (or, his base salary in effect immediately prior to the sale event, if higher) and (y) Mr. Gibbons target annual bonus for the then-current year (or, his target annual bonus in effect immediately prior to the sale event, if higher); (ii) full acceleration of vesting of all outstanding time-based equity awards held by Mr. Gibbons; and (iii) subject to Mr. Gibbons’ election to receive continued health benefits under COBRA, payment of the full cost of such continuation coverage plus any administration fee until the earliest of (A) 12 months following termination; (B) the date he becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the expiration of Mr. Gibbons’ COBRA health continuation period. The cash severance payable to Mr. Gibbons upon a termination of employment is generally payable in lump sum within 60 days following the date of termination, subject to limited exceptions.

In the event of a termination of Mr. Gibbons’ employment due to his death or disability, and subject to Mr. Gibbons’ execution and non-revocation of a separation agreement containing, among other things, a release of claims in favor of Allurion and its affiliates, Mr. Gibbons (or his legal representatives or estate) will be entitled to receive a pro-rated annual bonus for the year in which the date of termination occurs, as determined by the Board or Compensation Committee in its discretion.

Offer Letter with Mr. Ojas Buch

We entered into an employment offer letter with Mr. Buch, dated May 17, 2024, pursuant to which we employ Mr. Buch as our Chief Operating Officer on an “at will” basis. Mr. Buch’s offer letter provides that his initial annual base salary is $400,000, and is subject to periodic review and adjustments. In addition, the offer letter provides that Mr. Buch is eligible to receive incentive bonuses, which target amount shall be 50% of his base salary. Mr. Buch is also eligible to receive reimbursement of up to $30,000 in relocation expenses and participate in the employee benefit plans generally available to our employees, subject to the terms of such plans.

Mr. Buch will also be eligible to receive severance benefits consistent with those provided to our other C-suite executives, excluding our CEO. Such severance benefits will include (i) 9 months of salary continuation if Mr. Buch’s employment is terminated without cause or for good reason, or (ii) 12 months of salary continuation and equity acceleration if Mr. Buch’s employment in the event of a change of control.

Equity Grant Timing

Our Compensation Committee makes equity award grants periodically, including stock option grants to our Named Executive Officers. In addition, new hires may receive stock option grants at the time of their hiring. During 2024, our Compensation Committeedid not take into account any material nonpublic information when determining the timing and terms of equity incentive awards in order to take advantage of a depressed stock price or an anticipated increase in stock price, and we didnot time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During 2024, we did not grant stock options to our Named Executive Officers during any period beginning four business days before and ending one business day after the filing or furnishing of a Form 10-Q, 10-K or 8-K that discloses material nonpublic information.

Outstanding Equity Awards at 2024 Fiscal Year End

The following table sets forth information concerning outstanding equity awards held by each of our NEOs as of December 31, 2024:

(1)

Amounts reported have been adjusted to reflect the Reverse Stock Split.

(2)

This option vests in 48 equal monthly installments following the vesting commencement date, subject to the executive’s continuing service relationship on each vesting date.

(3)

This option vests in 36 equal monthly installments beginning on the last date of each one-month period following the vesting commencement date, subject to the executive’s continuing service relationship on each vesting date. Upon the consummation of the Business Combination, one-third of the then unvested shares subject to the option accelerated and vested.

(4)

This option vests with respect to 25% of the shares on the first anniversary of the vesting commencement date, with the remaining shares vesting in 36 equal monthly installments thereafter, subject to the executive’s continuing service relationship on each vesting date.

(5)

Represents RSUs which vest in two equal installments, with 50% vesting on the first anniversary of the vesting commencement date and the remaining 50% vesting on the second anniversary of the vesting commencement date, subject to the executive's continuing service relationship on each vesting date.

Additional Narrative Disclosure

Employee Benefits

Our Named Executive Officers are eligible to participate in our welfare benefit plans, including medical, dental, vision, basic life and accidental death & dismemberment, and short-term and long- term disability insurance benefits, in each case on the same basis as all of our other employees.

401(k) Plan

Allurion participates in the ADP TotalSource Retirement Savings Plan (the “401(k) Plan”), which provides eligible U.S. employees (including our Named Executive Officers) with an opportunity to save for retirement on a tax advantaged basis. Under the 401(k) Plan, eligible employees may defer eligible compensation subject to applicable annual contribution limits imposed by the Internal Code of 1986, as amended (the "Code"). Allurion’s employees’ contributions are allocated to each participant’s individual account and employees may begin participating after an initial 90 day waiting period. Under the provisions of the 401(k) Plan, Allurion makes 2% matching contributions and may make discretionary non-matching contributions, as determined by our Board of Directors. The 401(k) Plan is intended to be qualified under Section 401(a) of the Code with the 401(k) Plan’s related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) Plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) Plan.

Director Compensation Table

The following table sets forth information regarding the compensation awarded to, earned by, or paid to Allurion's non-employee directors for service on our Board of Directors during the year ended December 31, 2024. Dr. Gaur, who is our Chief Executive Officer, also served on our Board of Directors, but did not receive any additional compensation for his service as a director and therefore is not included in the table below. Dr. Gaur’s compensation for his service, as our Chief Executive Officer, is set forth above under “Executive Compensation-Summary Compensation Table.”

(1)

Amounts shown reflect the grant date fair value of restricted stock units granted in 2024, calculated in accordance with FASB ASC Topic 718, excluding any estimates of forfeitures related to service-based vesting conditions. For information regarding assumptions underlying the valuation of equity awards, see Note 14 to our consolidated financial statements included in this Annual Report on Form 10-K. The amounts reported in this column reflect the accounting cost for the restricted stock unit awards, and do not correspond to the actual economic value that may be recognized by holders upon the vesting or settlement of the applicable awards.

(2)

Ms. Alberti-Perez was appointed to our Board on March 11, 2024.

(3)

Mr. Johns was appointed to our Board on September 2, 2024.

(4)

Mr. Richey was appointed to our Board on December 30, 2024.

(5)

The following table provides information regarding the number of shares of our common stock, underlying stock options, and restricted stock units held by our non-employee directors that were outstanding as of December 31, 2024:

(1)

Amount reflects outstanding stock options awarded to Mr. Davin in his capacity as a non-employee director, all of which are vested.

Non-Employee Director Compensation Policy

Effective as of August 2023, our Board of Directors adopted a non-employee director compensation policy (the "Director Compensation Policy") designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Under the policy, our non-employee directors are eligible to receive cash retainers (which are payable quarterly in arrears and prorated for partial years of service) and equity awards as set forth below. In addition, we reimburse non-employee directors for all reasonable out-of-pocket expenses incurred in attending meetings of our Board of Directors or committees. We do not pay additional compensation for attending individual meetings of our Board of Directors.

Initial Award: The Director Compensation policy provides that each non-employee director serving on our Board of Directors on August 1, 2023 and each new non-employee director later elected or appointed to our Board of Directors will be granted an initial, one-time restricted stock unit award with a value of $225,000 that will vest in equal annual installments over three years, subject to continued service as a director through each vesting date.

Annual Award: On the date of each annual meeting of stockholders, each continuing non-employee director (excluding any non-employee director that was initially elected or appointed to our Board of Directors within six months prior to such annual meeting) will receive an annual restricted stock unit award with a value of $150,000 that will vest in full on the earlier of the first anniversary of the date of grant and the date of the next annual meeting of stockholders, subject to continued service as a director through such vesting date unless the Board of Directors determines otherwise. The vesting of all outstanding initial restricted stock unit awards and annual restricted stock unit awards held by non-employee directors will fully accelerate upon a “sale event” (as defined in our 2023 Plan).

For purposes of determining the size of each restricted stock unit award, the Director Compensation Policy defines “value” as the product of (A) the average closing market price on the NYSE (or such other market on which our common stock is then principally listed) of one share of our common stock over the trailing 30-day period ending on the last day of the month immediately prior to the month of the grant date, and (B) the aggregate number of shares of our common stock underlying such award.