Frank Thomas
About Frank Thomas
Frank Thomas, age 55, has served as an independent director of Larimar Therapeutics (LRMR) since June 2014. He is Audit Committee Chair and a member of the Compensation Committee, and the Board has determined he is independent under Nasdaq rules; the company’s committees consist entirely of independent directors . Thomas is President and COO of Orchard Therapeutics plc since March 2020, with prior senior operating and financial roles at AMAG Pharmaceuticals and other biopharma/diagnostics companies; he holds a B.B.A. from the University of Michigan .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Orchard Therapeutics plc | President & COO | Mar 2020–present | Led operations post-acquisition by Kyowa Kirin (Jan 2024) |
| Orchard Therapeutics plc | COO & CFO | Jan–Mar 2020 | Transitioned to President & COO |
| Orchard Therapeutics plc | CFO & Chief Business Officer | Jan 2018–Dec 2019 | Built finance and BD functions |
| AMAG Pharmaceuticals, Inc. | President & COO | Apr 2015–Apr 2017 | Senior operating leadership |
| AMAG Pharmaceuticals, Inc. | EVP & COO | May 2012–Apr 2015 | Operations leadership |
| AMAG Pharmaceuticals, Inc. | EVP, CFO & Treasurer | Aug 2011–May 2012 | Financial leadership |
| Critical Therapeutics, Inc. | Director; prior executive roles | Prior years (not dated) | Board oversight; executive management experience |
| Molecular Biometrics; Esperion Therapeutics | Various executive roles | Prior years (not dated) | CEO/COO/CFO roles across companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Spero Therapeutics, Inc. | Director; Chairman of the Board | Director since Jul 2017; Chairman since Jan 2025 | Public biopharma; governance leadership |
| Massachusetts Biotechnology Council | Director | 2007–2015 | Industry nonprofit board experience |
Board Governance
- Committee assignments: Audit (Chair), Compensation (Member) .
- Independence: Independent director; all committees are fully independent; Board separates CEO and Chair roles with an independent Chair (Joseph Truitt) .
- Attendance and engagement: In 2024, the Board held 7 meetings; Audit 5; Compensation 4; NCG 3. Each director attended at least 75% of Board and applicable committee meetings; all then-serving directors attended the 2024 annual meeting .
- Audit Committee financial expert: The Board determined Frank Thomas qualifies as an “audit committee financial expert” under SEC rules .
- Executive sessions: Independent directors meet regularly without management present .
Fixed Compensation
| Metric | FY 2024 | Notes |
|---|---|---|
| Annual cash retainer (policy) | $35,000 | Standard non-employee director retainer |
| Audit Committee Chair retainer (policy) | $15,000 | Applicable to Thomas as Audit Chair |
| Compensation Committee member retainer (policy) | $5,000 | Applicable to Thomas as member |
| Fees earned or paid in cash (Thomas) | $55,000 | Actual FY 2024 cash paid |
Performance Compensation
| Equity Award Detail | FY 2024 | Vesting / Structure |
|---|---|---|
| Option awards (grant-date fair value) – Thomas | $102,991 | Annual director option grant vests at the earlier of 1-year anniversary or next annual meeting after grant; initial director grant is 38,000 options vesting monthly over 3 years; annual grant is 19,000 options |
| Options held (Thomas) at 12/31/2024 | 53,794 options | Aggregate outstanding options as of FY-end |
No director performance metrics (TSR/revenue/EBITDA hurdles) are disclosed for non-employee director equity; awards are time-based options per the director compensation policy .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| Spero Therapeutics, Inc. | Biopharma | Director; Chairman (since Jan 2025) | No LRMR-related party transactions disclosed; board independence maintained |
| Massachusetts Biotechnology Council | Industry association | Director (2007–2015) | Nonprofit; no conflicts disclosed |
Expertise & Qualifications
- Deep operating and financial leadership across biopharma and diagnostics; prior CFO/COO/President roles and board experience, including chairing an external public company board .
- Recognized audit committee financial expertise designation by LRMR’s Board .
- Education: B.B.A., University of Michigan, Ann Arbor .
Equity Ownership
| Holder | Shares Beneficially Owned | Direct Shares | Options Exercisable ≤60 days | % of Outstanding |
|---|---|---|---|---|
| Frank Thomas | 69,624 | 2,000 | 67,624 | <1% (based on 64,027,892 shares outstanding) |
Pledging/hedging: LRMR’s insider trading policy prohibits holding in margin accounts, all forms of hedging, short sales, and pledging of company securities by directors and officers .
Insider Trades and Section 16 Compliance
| Item | Status | Notes |
|---|---|---|
| Section 16(a) filings (Frank Thomas) | No delinquent filings reported | Company believes all reporting persons filed timely, except one late Form 4 by another director (Thomas E. Hamilton); no exception noted for Frank Thomas |
Governance Assessment
- Board effectiveness: Thomas strengthens LRMR’s financial oversight and risk management as Audit Chair and SEC-defined financial expert; committees are entirely independent; independent Chair supports robust oversight .
- Alignment and engagement: Reliable attendance (≥75%), regular executive sessions, and clear committee charters indicate sound governance processes .
- Compensation alignment: Director pay is modest and balanced between cash retainers tied to committee responsibility and time-based options; no director-specific performance metrics or perquisites disclosed, reducing pay-related conflicts .
- Related-party exposure: LRMR maintains a formal related party transaction policy overseen by the Audit Committee; no related party transactions are disclosed involving Frank Thomas .
- RED FLAGS: None disclosed regarding attendance shortfalls, pledging/hedging, related-party transactions, or Section 16 compliance for Frank Thomas .