Larimar Therapeutics (LRMR) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 19, 2026, with stockholders able to participate online and vote electronically.

• Key business includes director elections, executive compensation votes, auditor ratification, and an amendment to increase authorized shares.

• The Board is composed of six members, with a majority being independent, and committees are fully independent.

• Recent highlights include FDA Breakthrough Therapy Designation for nomlabofusp, successful financings, and positive clinical data.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) election of three Class III directors for terms expiring in 2029, (2) advisory approval of executive compensation, (3) advisory vote on frequency of future say-on-pay votes, (4) ratification of PwC as auditor for 2026, (5) amendment to increase authorized common shares from 115M to 215M, and (6) adjournment if insufficient votes for Proposal 5.

• The Board recommends voting FOR all proposals and for a one-year frequency on say-on-pay.

Board of directors and corporate governance

• The Board is divided into three classes with staggered three-year terms; current nominees are Frank Thomas, Carole S. Ben-Maimon, M.D., and Joseph Truitt.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, all comprised of independent directors.

• Annual self-evaluations are conducted for the Board and its committees.

• The Board separates the roles of CEO and Chairperson and emphasizes diversity, integrity, and ethical conduct.