Jeffrey Sherman
About Jeffrey W. Sherman
Jeffrey W. Sherman, M.D., FACP (age 70) is an independent director of Larimar Therapeutics (LRMR) since October 2023, serving on the Nominating and Corporate Governance Committee; his background spans CMO and regulatory leadership in rare diseases, with current external roles including a directorship at Xeris Biopharma and consulting for Amgen following Amgen’s acquisition of Horizon Therapeutics where he served as EVP, CMO from 2009 to 2023 . He holds a B.A. in Biology (Lake Forest College) and an M.D. from Chicago Medical School, with post-graduate training at Northwestern and UCSF, and academic appointments at Northwestern; he is involved with multiple professional and advisory bodies in clinical research and rare diseases .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Horizon Therapeutics | Executive Vice President, Chief Medical Officer | 2009 – Oct 2023 | Led regulatory and clinical strategy through Amgen acquisition; rare disease therapeutic development |
| Amgen Inc. | Consultant | Oct 2023 – present | Advisory post-acquisition of Horizon; biopharma R&D/regulatory engagement |
| Takeda Global R&D; IDM Pharma; NeoPharm; G.D. Searle/Pharmacia; Bristol-Myers Squibb | Various leadership positions | Prior to 2009 (dates not individually specified) | Drug development, clinical and regulatory roles across large/mid pharma |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Xeris Biopharma Holdings, Inc. | Director (public company) | Current | Previously served on boards of Xeris Pharmaceuticals (2018–2021) and Strongbridge Biopharma (2016–2021) prior to Xeris/Strongbridge combination |
| Sorriso Pharmaceuticals, Inc. | Director (private) | Current | Rare disease-focused company governance |
| Center for Healthcare Innovation | Board member | Current | Industry non-profit governance |
| CISCRP (Center for Information & Study on Clinical Research Participation) | Board of Advisors | Current | Patient engagement/clinical research oversight |
| Drug Information Association | Inaugural Fellow; former Board Chairperson | Prior/current | Industry standards and clinical trial transformation leadership |
| Northwestern University Feinberg School of Medicine | Adjunct Assistant Professor; alumni board executive committee | Prior/current | Academic teaching and alumni governance |
| Stanford School of Medicine (SMTRAM program) | Advisory Board Member | Current | Translational research advisory role |
| Professional societies (NORD, EURORDIS, CTTI) | Member/participant | Prior/current | Rare disease advocacy and clinical trial initiatives |
Board Governance
- Independence: The Board determined all current directors except the CEO are independent under Nasdaq rules; Dr. Sherman is independent .
- Committees: Member, Nominating and Corporate Governance Committee (NCGC); NCGC chaired by Jonathan Leff. Not a member of the Audit or Compensation Committees .
- Attendance: In 2024 the Board met 7 times; Audit 5; Compensation 4; NCGC 3; each director attended at least 75% of meetings of the Board and their committees .
- Leadership and executive sessions: Independent Chair of the Board (Joseph Truitt); independent directors meet in executive session regularly; all committees are composed entirely of independent directors .
Fixed Compensation
| Compensation Element (2024) | Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash | 38,750 | Director retainer program; consistent with annual cash retainer plus NCGC member retainer |
| Annual cash retainer (policy) | 35,000 | Non-employee director compensation policy |
| Committee member retainer – NCGC (policy) | 3,750 | Applies to NCGC members |
| Meeting fees | None disclosed | No meeting fees in policy table |
Performance Compensation
| Equity Award Metric | Value / Amount | Vesting / Terms | Notes |
|---|---|---|---|
| 2024 Option awards (grant-date fair value) | 102,991 | Per award grant; accounting per ASC 718 | Director Compensation Table |
| Options outstanding (as of 12/31/2024) | 35,600 shares | Per individual director holdings | As disclosed for Dr. Sherman |
| Initial equity grant (policy) | 38,000 options | Vest monthly over 3 years | For newly appointed non-employee directors |
| Annual equity grant (policy) | 19,000 options | Vest upon earlier of 1-year anniversary or next annual meeting | For continuing non-employee directors |
Equity awards for directors are options only per policy; vesting schedules are time-based and align director incentives to share price appreciation; there are no disclosed director RSUs or performance metric-linked equity awards .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict Assessment |
|---|---|---|
| Xeris Biopharma (public) | External board | No LRMR related-party transactions disclosed involving Sherman since Jan 1, 2023 |
| Amgen (consultant) | External consulting | Outside affiliation; no LRMR related-party transactions with Amgen disclosed; Board/NCGC manages independence/conflicts oversight |
| Strongbridge Biopharma; Xeris Pharmaceuticals (prior boards) | Historical boards | Historical roles; no current LRMR transactions disclosed |
- Compensation Committee interlocks: None of LRMR’s executive officers serve on the compensation committee or board of any company employing LRMR Compensation Committee members; Sherman is not on LRMR’s Compensation Committee .
Expertise & Qualifications
- Regulatory and clinical strategy leadership in rare diseases; EVP/CMO tenure at Horizon Therapeutics; consulting for Amgen post-acquisition .
- Broad pharma experience across Takeda, IDM Pharma, NeoPharm, G.D. Searle/Pharmacia, Bristol-Myers Squibb .
- Academic and advisory contributions: Northwestern adjunct faculty; advisory roles at Stanford SMTRAM; board/advisory roles in clinical research participation and healthcare innovation .
Equity Ownership
| Ownership Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 27,761 | Options exercisable within 60 days; less than 1% of shares outstanding |
| Ownership % of outstanding | <1% | “*” less than 1% per table |
| Options outstanding (total) | 35,600 | As of December 31, 2024 |
| Direct common shares | Not separately disclosed | Beneficial ownership entry reflects exercisable options; no direct holdings listed |
| Pledging/Hedging | Prohibited | Insider Trading Policy prohibits hedging/pledging by directors |
Governance Assessment
- Board effectiveness: Sherman strengthens clinical/regulatory oversight of rare disease strategy; as NCGC member he contributes to independence, conflicts management, and board self-evaluation processes .
- Independence and engagement: Independent status confirmed; attendance at or above minimum threshold; LRMR operates with independent chair and independent committees, with regular executive sessions enhancing unbiased oversight .
- Alignment and incentives: Director pay structure is modest cash plus options; Sherman’s 2024 cash fees of $38,750 and option grant fair value of $102,991 align director incentives with share price performance; however his beneficial ownership is comprised of exercisable options and is under 1%, indicating limited direct equity exposure .
- Conflicts/Related-party: No related-party transactions involving Sherman disclosed since Jan 1, 2023; NCGC oversees conflicts; insider trading policy prohibits hedging/pledging, and LRMR maintains a clawback policy (for executives) supporting accountability .
- Shareholder signals: 2024 say-on-pay support was ~95.4%, indicating strong investor endorsement of compensation governance; while focused on executive pay, it broadly reflects confidence in LRMR’s governance framework .
RED FLAGS / Watch items
- Low direct share ownership may limit perceived “skin-in-the-game” (beneficial ownership comprised of options; <1%) .
- External consulting at Amgen warrants continued monitoring for potential perceived conflicts; NCGC oversight and lack of related-party transactions mitigate current risk .