Gopi Shankar
About Gopi Shankar
Gopi Shankar, Ph.D., MBA, FAAPS, is Chief Development Officer (CDO) of Larimar Therapeutics (LRMR), serving since February 7, 2023, and age 54 as of the 2025 proxy filing . He previously led a 175-person global biologics development sciences organization at Janssen R&D (J&J), contributing to over 60 combined IND, BLA, and MAA filings, and earlier spearheaded FDA/EMA immunogenicity guidance through multi-author white papers at Centocor/J&J; he is an AAPS Fellow and former President . LRMR remains pre‑revenue, and company TSR (value of $100 investment) was $38.28 (2022), $42.17 (2023), and $36.24 (2024); LRMR reported net losses of $(35.355)mm (2022), $(36.949)mm (2023), and $(80.604)mm (2024), framing the execution environment during Shankar’s tenure .
Company performance backdrop (context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | No revenue | No revenue | No revenue |
| EBITDA ($USD) | -36.208mm* | -41.447mm* | -90.572mm* |
| Net Income - (IS) ($USD) | -35.355mm* | -36.949mm* | -80.604mm* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Janssen Research & Development (J&J) | Vice President & Global Head, Biologics Development Sciences | Apr 2018 – Apr 2022 | Led 175-person global R&D group; contributed to >60 IND/BLA/MAA filings . |
| Janssen Research & Development (J&J) | Senior Director & Head, Bioanalytical Sciences and Immunogenicity | May 2011 – Apr 2018 | Led bioanalytical and immunogenicity; supported regulatory successes . |
| Centocor R&D (J&J) | Director, Immune Response Assessment & Research | Jun 2007 – Apr 2011 | Contributed to multiple regulatory approvals; co-led white papers that formed FDA/EMA immunogenicity guidance . |
| Larimar Therapeutics | Chief Development Officer | Feb 2023 – Present | Senior executive leading clinical/R&D programs and platform applications . |
| Sabbatical | — | Apr 2022 – Feb 2023 | Transition period following Janssen role . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Association of Pharmaceutical Scientists (AAPS) | Fellow; President‑elect (2023); previously President | Various | Professional leadership; recognized service; industry influence . |
| Johnson & Johnson (internal recognition) | Philip B. Hoffman Research Scientist Award; SPARK Innovation Award | Various | Recognition for innovation and scientific leadership . |
| Education | B.S. (Saint Mary’s Univ.); M.S. (Oklahoma State); Ph.D. (Univ. of Kentucky); MBA (Drexel LeBow) | — | Multidisciplinary training spanning immunology and business . |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $383,144 | $440,583 |
| Target Bonus (% of Salary) | 40% | 40% |
| Actual Bonus Paid ($) | $157,855 (paid Feb 2024; 2023 performance) | $167,421 (paid Feb 2025; 2024 performance) |
| Stock Awards Fair Value ($) | — | $94,725 |
| Option Awards Fair Value ($) | $831,996 | $451,737 |
| All Other Compensation ($) | $8,726 | $10,660 |
Performance Compensation
Annual Performance-Based Cash Incentive (2024)
| Metric | Target | Actual/Payout | Weighting | Vesting | Notes |
|---|---|---|---|---|---|
| Clinical program progress (CTI‑1601/nomlabofusp) | Aggressive pre‑set goals | Partially achieved; 75% of clinical goals | Not disclosed | Cash bonus | Overall corporate achievement assessed at 95% of target . |
| Regulatory milestones (FDA partial hold removal; START selection) | Achieve removal of partial hold; secure START selection | FDA removed partial hold (May 2024); selected to START (May 30, 2024) | Not disclosed | — | Contributed to 95% payout . |
| Capital raising | Sufficient capital raised | Exceeded pre‑established capital goals | Not disclosed | — | Supported near‑target payout . |
| Manufacturing/CMC & compliance/regulatory infrastructure | Achieve specific advances | Met targets in 2024 | Not disclosed | — | Part of corporate goal set . |
| Total payout (Shankar) | 40% of salary target | $167,421 (95% of target) | — | Cash | Paid Feb 2025 . |
Equity Awards
| Type | Grant Date | Shares | Fair Value ($) | Vesting Schedule | Strike Price | Expiration |
|---|---|---|---|---|---|---|
| Stock Options | Jan 17, 2024 | 135,000 | $451,737 | 25% at 1‑yr anniversary; remaining 75% monthly over 36 months | $4.21 | Jan 17, 2034 |
| RSUs | Jan 17, 2024 | 22,500 | $94,725 | 4 equal annual installments starting 1‑yr anniversary | N/A | N/A |
| Inducement Stock Option (outside 2020 Plan) | Feb 7, 2023 | 180,000 | — | 25% at 1‑yr; remaining 75% monthly over 36 months | Closing price on grant date; $5.88 shown for 2/7/2023 award in YE table | Feb 7, 2033 |
Performance-Based RSUs (PSUs) – Introduced in 2025
| Type | Grant Date | Performance Metric | Vesting |
|---|---|---|---|
| PSUs | Jan 2025 | Regulatory milestones (company-level) | Earned % vests 50% at Achievement Determination Date; remaining 50% vests 1 year later |
Equity Ownership & Alignment
| Item | As of | Amount/Detail |
|---|---|---|
| Total Beneficial Ownership | Apr 1, 2025 | 156,875 shares; less than 1% of outstanding |
| Direct Shares | Apr 1, 2025 | 10,625 shares |
| Options Exercisable (within 60 days) | Apr 1, 2025 | 146,250 shares |
| RSUs Unvested | Dec 31, 2024 | 22,500 units; market value $87,075 (at $3.87) |
| Options – Status at YE 2024 | Dec 31, 2024 | 82,500 exercisable @ $5.88; 97,500 unexercised (same grant); 135,000 unexercisable @ $4.21 |
| Market vs Strikes (intrinsic) | Dec 31, 2024 | Market $3.87; both $5.88 and $4.21 strikes were out‑of‑the‑money |
| Hedging/Pledging | Policy | Prohibited: short sales, derivatives, margin accounts, pledging, and hedging |
| Ownership Guidelines | — | Not disclosed in proxy . |
Employment Terms
| Term | Detail |
|---|---|
| Start Date & Role | Appointed CDO on Feb 7, 2023 . |
| Base & Bonus Target | Initial base $425,000; target bonus ≥40% of salary (remains 40%) . |
| Non‑Compete / Non‑Solicit | 1‑year non‑compete and non‑solicit (employees, contractors, lenders, partners, suppliers) post‑employment . |
| Severance (no CIC) | If terminated without cause or resign for good reason: Prior Year Bonus; 9 months base salary; 9 months COBRA premium coverage; Celano‑specific acceleration only . |
| Severance (with CIC) | If terminated within 1 year post‑CIC: Prior Year Bonus; 12 months of base + target bonus; 12 months COBRA . |
| Clawback | Dodd‑Frank/SEC/Nasdaq compliant recoupment for restatements; current/former execs; 3‑year lookback after effective date . |
| Perquisites & Deferred Comp | No perquisites; no defined benefit pension or nonqualified deferred compensation . |
| Insider Trading Policy | Trading restrictions; prohibits hedging, pledging, derivatives, short sales, margin accounts . |
Performance & Track Record
- Key program milestones during Shankar’s tenure include FDA removal of partial clinical hold (May 2024), FDA START pilot selection (May 30, 2024), and subsequent FDA feedback on FXN as a reasonably likely surrogate endpoint for accelerated approval; LRMR targeted a BLA submission by end of 2025 .
- LRMR received strong say‑on‑pay support (95.4%) at the 2024 Annual Meeting, and uses Radford as independent compensation consultant; peer group was refreshed to 19 companies aligned to LRMR size and headcount .
Compensation Structure Analysis
- At‑risk mix: Shankar’s 2024 compensation included a significant equity component (options and RSUs), with annual equity mix targeted ~75% options and ~25% RSUs, reinforcing pay‑for‑performance and retention .
- 2024 annual bonus paid at 95% of target based on rigorous clinical, regulatory, CMC, compliance, and capital objectives, indicating performance‑linked payouts below target when goals are not fully met .
- Introduction of PSUs in 2025 ties equity vesting to regulatory milestones, strengthening alignment with program execution timelines .
- No perquisites, no tax gross‑ups, and robust clawback plus hedging/pledging prohibitions reflect shareholder‑friendly governance .
Investment Implications
- Alignment: Strong due to at‑risk equity (options/RSUs, PSUs from 2025) and cash incentives tied to clinical/regulatory milestones; governance policies (clawback, no pledging/hedging) reduce misalignment risk .
- Retention and selling pressure: As of YE 2024, Shankar’s options were out‑of‑the‑money (market $3.87 vs strikes $4.21/$5.88), which tempers near‑term exercise/selling pressure; ongoing multi‑year vesting schedules support retention .
- Change‑of‑control economics: Double‑trigger structure (termination within 1 year post‑CIC) with 12 months base+target and COBRA indicates balanced protection without excessive multiples, mitigating over‑hang risk .
- Execution risk: Pre‑revenue status and rising losses underscore dependency on regulatory progress and capital access; recent FDA interactions (START; RLSE consideration for FXN) and BLA timeline provide catalysts tied directly to 2025 PSU performance conditions .