Larimar Therapeutics Inc
For the period ended Apr 9, 2025. Filed Apr 11, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 9, 2025 · Filed Apr 11, 2025
Contents
PAY VERSUS PERFORMANCE
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of our Company.
| Year | SummaryCompensationTable Totalfor PEO (1) | CompensationActually Paidto PEO (2) | AverageSummaryCompensationTable Total for Non-PEONEOs (3) | AverageCompensationActually Paidto Non-PEONEOs (4) | Value ofInitial Fixed$100InvestmentBased on TotalStockholderReturn(“TSR”) (5) | Net Income(Loss)(thousands) (6) |
|---|---|---|---|---|---|---|
| (a) | (b) | (c) | (d) | (e) | (f) | (g) |
| 2024 | $2,511,649 | $2,439,527 | $1,274,915 | $1,239,951 | $36.24 | $(80,604) |
| 2023 | $3,137,431 | $3,261,658 | $1,399,936 | $1,238,406 | $42.17 | $(36,949) |
| 2022 | $2,129,549 | $(437,290) | $1,132,322 | $(205,217) | $38.28 | $(35,355) |
(1)
The dollar amounts reported in column (b) are the amounts of total compensation reported for Dr. Ben-Maimon (our President and Chief Executive Officer) for each of 2022, 2023 and 2024.
(2)
The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Dr. Ben-Maimon, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Dr. Ben-Maimon during the applicable year. Compensation “actually paid” is based on the Summary Compensation Table total compensation figure adjusted to reflect the change in actual value of stock awards (e.g., stock options and restricted equity units) during the covered year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Dr. Ben-Maimon’s total compensation for each year to determine the compensation actually paid:
| Notice of Annual Meeting of Stockholders and 2025 Proxy Statement | 26 |
|---|
EXECUTIVE COMPENSATION (continued)
| Year | Reported SummaryCompensation TableTotal for PEO($) | Less: Reported Value ofEquity Awards (a)($) | Plus: Equity AwardAdjustments (b)($) | Equals CompensationActually Paid to PEO($) |
|---|---|---|---|---|
| (a) | (b) | (c) | (d) | (e) |
| 2024 | $2,511,649 | $(1,605,991) | $1,533,869 | $2,439,527 |
| 2023 | $3,137,431 | $(2,272,433) | $2,396,659 | $3,261,658 |
| 2022 | $2,129,549 | $(1,283,915) | $(1,282,924) | $(437,290) |
(a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.
(b)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the addition of the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date (from the end of the prior fiscal year); (v) for awards granted in prior years that fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
| Year | Year EndFair Valueof Outstandingand UnvestedEquity AwardsGrantedin the Year($) | Year overYear Changein Fair Valueof Outstandingand UnvestedEquity AwardsGranted In PriorYears($) | Fair Valueas of VestingDate of EquityAwards Grantedand Vested inthe Year($) | Year overYear Change inFair Valueof EquityAwards Grantedin Prior Yearsthat Vestedin the Year($) | Fair Value atthe End of thePriorYear of EquityAwards thatFailed toMeet VestingConditionsin the Year($) | Value ofDividends orother EarningsPaid on Stockor OptionAwardsnot OtherwiseReflected inFair Value orTotalCompensation($) | Total EquityAwardAdjustments($) |
|---|---|---|---|---|---|---|---|
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) |
| 2024 | $1,170,406 | $(282,544) | $— | $646,008 | $— | $— | $1,533,869 |
| 2023 | $2,396,987 | $(43,831) | $— | $43,503 | $— | $— | $2,396,659 |
| 2022 | $643,985 | $(1,182,385) | $— | $(744,524) | $— | $— | $(1,282,924) |
(3)
The dollar amounts reported in column (d) represent the average of the amounts reported for our Non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. For 2022, Mr. Celano is our sole Non-PEO NEO. For 2023 and 2024, Mr. Celano and Dr. Shankar are our Non-PEO NEOs.
| Notice of Annual Meeting of Stockholders and 2025 Proxy Statement | 27 |
|---|
EXECUTIVE COMPENSATION (continued)
(4)
The dollar amounts reported in column (e) represent the average of “compensation actually paid” to our Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K (exclusively, Mr. Celano for 2022 and, collectively, Mr. Celano and Dr. Shankar for 2023 and 2024). The dollar amounts do not reflect the actual average compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for our Non-PEO NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in Note (2):
| Year | Reported SummaryCompensationTable Total for Non-PEO NEOs($) | Less: Reported Value ofEquity Awards (a)($) | Plus: Equity AwardAdjustments (b)($) | Equals CompensationActually Paid to Non-PEO NEOs($) |
|---|---|---|---|---|
| (a) | (b) | (c) | (d) | (e) |
| 2024 | $1,274,915 | $(652,719) | $617,754 | $1,239,951 |
| 2023 | $1,399,936 | $(836,284) | $674,754 | $1,238,406 |
| 2022 | $1,132,322 | $(569,702) | $(357,403) | $205,217 |
(a)
The grant date fair value of the equity awards represents the average total of the amounts reported in the “Stock Awards” and “Option Awards” columns for the Non-PEO NEOs in the Summary Compensation Table for the applicable year.
(b)
The amounts deducted or added in calculating the total average equity award adjustments are as follows:
| Year | Year EndFair Valueof Outstandingand UnvestedEquity AwardsGranted inthe Year($) | Year overYear Change inFair Valueof Outstandingand UnvestedEquity AwardsGranted in PriorYears($) | Fair Valueas of VestingDate of EquityAwardsGrantedand Vested inthe Year($) | Year overYear Change inFair Value ofEquity AwardsGranted inPrior Years thatVested in the Year($) | Fair Value atthe End ofthe PriorYear of EquityAwards thatFailed to MeetVesting Conditionsin the Year($) | Value ofDividends orotherEarningsPaid on Stockor OptionAwardsnot OtherwiseReflected inFair Valueor TotalCompensation($) | Total EquityAwardAdjustments($) |
|---|---|---|---|---|---|---|---|
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) |
| 2024 | $475,685 | $(88,113) | $— | $230,182 | $— | $— | $617,754 |
| 2023 | $670,439 | $(2,995) | $— | $7,310 | $— | $— | $674,754 |
| 2022 | $291,354 | $(390,139) | $— | $(258,618) | $— | $— | $(357,403) |
(5)
Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our stock price at the end and the beginning of the measurement period by our stock price at the beginning of the measurement period. The beginning of the measurement period is December 31, 2020 and the end of each of the three measurement periods presented are December 31, 2022, 2023 and 2024. No dividends were paid on stock or option awards in 2022, 2023 or 2024.
(6)
The dollar amounts reported represent the amount of net income (loss) reflected in our consolidated audited financial statements for the applicable year.
| Notice of Annual Meeting of Stockholders and 2025 Proxy Statement | 28 |
|---|
EXECUTIVE COMPENSATION (continued)
Analysis of the Information Presented in the Pay Versus Performance Table
We generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.
Compensation Actually Paid and Net Income (Loss)
Because we are not a commercial-stage company, we did not have any revenue during the periods presented. Consequently, we have not historically looked to net income (loss) as a performance measure for our executive compensation programs.
Description of the Relationship Between Compensation Actually Paid and Total Shareholder Return
As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosures above. As noted above, "compensation actually paid" to our PEO and the average of the compensation actually paid to our non-PEOs with (i) our cumulative Total Stockholder Return and (ii) our net (loss), in each case, for the fiscal years presented in the tables.
| Notice of Annual Meeting of Stockholders and 2025 Proxy Statement | 29 |
|---|
All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of our Company under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
We do not have a formal policy regarding the grant of equity. During 2024, our Compensation Committee did not take into account any material nonpublic information when determining the timing and terms of equity incentive awards, andwe did not 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 NEOs 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.
| Notice of Annual Meeting of Stockholders and 2025 Proxy Statement | 30 |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.