Carole Ben-Maimon

About Carole Ben-Maimon

Carole S. Ben-Maimon, M.D., 66, is President, CEO, and a director of Larimar Therapeutics (since May 2020). She holds a B.S. from the University of Pennsylvania and an M.D. from Jefferson Medical College; she completed internal medicine and nephrology training at Thomas Jefferson University . LRMR remains pre-revenue and reported net losses of $(80.6)mm (2024), $(36.9)mm (2023), and $(35.4)mm (2022); cumulative TSR (value of $100 investment) stood at $36.24 (2024), $42.17 (2023), and $38.28 (2022) .

Past Roles

External Roles

Fixed Compensation

2023–2024 total compensation detail:

Notes: Other compensation includes 401(k) contributions and group term life benefits .

Performance Compensation

Annual cash incentive structure and 2024 outcome:

• Target opportunity: 50% of salary in 2024; payout approved at 95% of target (CEO cash bonus $285,000) .
• 2024 goal performance highlights used for assessment: exceeded capital raise goal; FDA removed partial clinical hold in May 2024; selected for FDA START program; expanded compliance/regulatory infrastructure; achieved ~75% of clinical goals for CTI-1601/nomlabofusp; overall corporate achievement approved at 95% .

2025 PSUs introduction:

• Performance-based RSUs granted in Jan 2025; earned based on regulatory milestones. 50% of earned PSUs vest at achievement determination; remaining 50% one year later (introduces explicit milestone-linked equity) .

Equity awards granted in Jan 2024:

Equity Ownership & Alignment

Beneficial ownership and breakdown (as of April 1, 2025):

• Total beneficial ownership: 1,397,019 shares (2.1% of outstanding) .
• Components: 144,115 shares directly; 887,058 options exercisable or within 60 days; plus small direct holdings in three family trusts (12,248, 12,249, 12,249 shares) and three trusts each with 109,700 options (disclaimed beneficial ownership of trust holdings) .
• Outstanding unvested RSUs (12/31/24): 153,750 (2013 grant year shown as 2023 award) and 66,125 (2024 award) with market values of $595,013 and $255,904 at $3.87 close on 12/31/24 .
• Hedging/pledging: Executives and directors are prohibited from hedging and from pledging company securities; short sales and margin accounts are also prohibited (reduces alignment risk) .
• Clawback: Dodd-Frank compliant clawback adopted Sept 2023; 3-year lookback for incentive compensation following a restatement .

Selected outstanding equity awards (12/31/24 snapshot):

Employment Terms

• Agreement date: July 31, 2020 (superseding 12/1/2016 Chondrial agreement). Initial base $470,000; target annual bonus not less than 50% (raised to 55% effective 1/1/2025) .
• Severance (no CIC): If terminated without cause or resigns for good reason: prior-year unpaid bonus; 12 months of base salary paid monthly; 12 months COBRA premium coverage .
• Severance (CIC double trigger within 1 year): prior-year unpaid bonus; 18 months of monthly severance equal to 1/12 of (base + target bonus); 18 months COBRA premium coverage .
• Restrictive covenants: During employment and for one year after, non-compete and non-solicit of employees, contractors, lenders, partners, suppliers; confidentiality and inventions assignment apply .

Board Governance

• Dual role: CEO and director (non-independent). Chair is independent (Joseph Truitt), separating CEO/Chair roles; all board committees are fully independent .
• Committee roles: Dr. Ben-Maimon serves on no committees (appropriate for management director); not independent under Nasdaq rules .
• Board and committee activity in 2024: Board 7 meetings; Audit 5; Compensation 4; NCGC 3; each director attended at least 75% of meetings .
• Director compensation applies to non-employee directors only; 2024 policy: $35k base retainer; Chair $30k; committee chair/member retainers; equity: 38k-share initial option; 19k-share annual option grant .

Board and committee memberships (2024):

Director Compensation (for directors)

• Non-employee director policy (2024): cash retainers as above; equity grants: initial 38,000 options (3-year monthly vest); annual 19,000 options (vest at earlier of 1-year or next AGM) .
• 2024 non-employee director compensation totals (examples): Truitt $82,500 cash + $102,991 options; Hamilton $46,250 cash + $102,991 options; Leff $47,500 cash + $102,991 options .

Compensation Structure Analysis

• Cash vs equity mix: CEO 2024 target total direct comp ~76% variable/at-risk; other NEOs ~65%, emphasizing equity/options and milestone-based cash bonus .
• Shift to PSUs: 2025 introduction of performance-based RSUs tied to regulatory milestones adds explicit pay-for-performance alignment beyond options .
• Annual bonus rigor: 2024 payout at 95% of target (below 100%) reflects committee assessment against pre-set clinical, regulatory, financing, CMC, and compliance objectives .
• Consultant and potential conflicts: Radford (Aon unit) serves as independent comp consultant; Aon also provides insurance brokerage, disclosed to the committee .

Say-on-Pay & Shareholder Feedback

• 2024 say-on-pay support: ~95.4% of votes cast supported the program (strong shareholder endorsement) .

Performance & Track Record

• Key 2024–2025 initiatives under CEO: FDA lifted partial clinical hold (May 2024); FDA START program selection (May 30, 2024); initial positive OLE data and dose increase to 50 mg (Dec 2024); FDA openness to skin FXN as RLSE supporting accelerated approval path; adolescent PK run-in dosing (Jan 2025); targeting BLA submission for accelerated approval by end of 2025 .
• Pay vs performance disclosure: pre-revenue; compensation “actually paid” tracked primarily with equity valuation changes and stock performance; not benchmarked to net income due to development stage .

Equity Compensation Plan Capacity

• As of 12/31/24: 6,463,387 securities outstanding under plans; 626,926 shares available (pre-evergreen); effective 1/1/25, 2,552,603 shares added via evergreen (total 3,179,529 available post-increase) .

Related Party / Risk Indicators

• Related party transaction policy requires Audit Committee review/approval of transactions >$120,000 with related persons; committee may ratify, revise, or terminate; approval required in best interests of shareholders .
• No perquisites; no defined benefit or nonqualified deferred comp; broad-based benefits consistent with employees .
• Insider trading policy restricts trading while in possession of MNPI and prohibits derivative transactions, hedging, pledging, short sales, and margin accounts .

Compensation Peer Group (benchmarking)

• 2024 comp decisions used a refreshed peer group with market cap 1/3x–5x LRMR and headcount 15–120; peer set revised (7 removed, 8 added) to a 19-member group .

Investment Implications

• Alignment: High variable pay, option-heavy mix, hedging/pledging prohibitions, and a Dodd-Frank clawback support shareholder alignment; 2025 PSUs explicitly tie equity value to regulatory milestones, a key LRMR value driver .
• Retention and overhang: CEO holds 887,058 options currently exercisable/within 60 days and meaningful unvested equity; 12–18 month severance and COBRA, with double-trigger CIC protection (18 months base+target) mitigate abrupt departure risk but add cost in transactions .
• Governance: Separation of Chair/CEO and fully independent committees offset risks of CEO-director dual role; strong 2024 say-on-pay support suggests investor approval of structure .
• Performance risk: Pre-revenue, net losses widened in 2024; equity value and PSU realizations hinge on clinical/regulatory execution (START, FXN surrogate, OLE outcomes, BLA timeline), making milestones the primary trading catalysts .