Larimar Therapeutics (LRMR) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 13, 2025, with stockholders able to participate online and vote electronically.

• Key business includes electing a Class II director, an advisory vote on executive compensation, and ratifying the external auditor.

• The company highlights recent clinical milestones, including FDA program participation and progress in rare disease therapeutics.

• Stockholders of record as of March 27, 2025, are entitled to vote; 64,027,892 shares outstanding.

Voting matters and shareholder proposals

• Proposal 1: Elect Thomas E. Hamilton as Class II director for a term expiring at the 2028 Annual Meeting.

• Proposal 2: Advisory approval of 2024 executive compensation (say-on-pay).

• Proposal 3: Ratification of PricewaterhouseCoopers LLP as independent auditor for 2025.

• Board recommends voting FOR all proposals.

• Procedures for submitting proposals for the 2026 meeting are detailed, with deadlines and requirements.

Board of directors and corporate governance

• Board consists of six members, five of whom are independent; divided into three staggered classes.

• Separate Chairperson and CEO roles; independent committees for audit, compensation, and governance.

• Annual board and committee self-evaluations are conducted.

• Board diversity, experience, and independence are emphasized in director selection.

• Regular executive sessions held without management present.