Jonathan Leff
About Jonathan Leff
Jonathan Leff (age 56) is an independent director of Larimar Therapeutics, serving since May 2020. He chairs the Nominating and Corporate Governance Committee and is a member of the Compensation Committee. Leff is a Partner at Deerfield Management Company, L.P. and Chairman of the Deerfield Institute; prior roles include Managing Director at Warburg Pincus (2000–2012). He holds an A.B. from Harvard University, an MBA from Stanford GSB, and an M.S. in Biotechnology from Johns Hopkins University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Warburg Pincus LLC | Managing Director (led biotech/pharma investments) | 2000–2012 | Investment leadership in life sciences |
| National Venture Capital Association (NVCA) | Exec Committee member; Chair, Medical Innovation & Competitiveness Coalition | Prior to 2013 | Led life sciences industry efforts |
| Biotechnology Industry Organization (BIO) | Emerging Companies Section Board | Prior to 2013 | Industry advocacy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Deerfield Management Company, L.P. | Partner; Chairman, Deerfield Institute | Joined 2013 | Focus on venture/structured investments in biotech/pharma |
| Biomx Inc. (public) | Director | Current (as of 2025) | Listed “Other Public Directorships: Biomx Inc.” |
| ARS Pharmaceuticals, Inc. (public) | Director | 2018–2023 | Prior public board service |
| Proteon Therapeutics, Inc. (public) | Director | 2017–2019 | Prior public board service |
| Mirum Pharmaceuticals, Inc. (public) | Director | 2018–2019 | Prior public board service |
| Spinal Muscular Atrophy Foundation; Columbia University Medical Center | Not-for-profit board member | Ongoing | Community/medical advisory roles |
Board Governance
- Independence: The Board determined Leff is independent under Nasdaq rules .
- Committee assignments:
- Nominating & Corporate Governance Committee: Chair; members Leff (Chair), Hamilton, Sherman .
- Compensation Committee: Member; committee comprises Truitt (Chair), Leff, Thomas .
- Attendance and engagement:
- 2024 meetings held: Board 7, Audit 5, Compensation 4, NCGC 3; each director attended ≥75% of meetings; all directors attended the 2024 Annual Meeting .
- Governance practices: Independent committees; regular executive sessions; Code of Conduct .
- Board leadership: Independent Chairperson of the Board (separate from CEO) .
| Governance Metric | Value | Citation |
|---|---|---|
| Independence status | Independent | |
| Committee roles | NCGC Chair; Compensation Member | |
| Board meetings (2024) | 7 | |
| Audit meetings (2024) | 5 | |
| Compensation meetings (2024) | 4 | |
| NCGC meetings (2024) | 3 | |
| Attendance threshold | ≥75% for each director | |
| Exec sessions | Regularly held | |
| Independent Chair | Yes |
Fixed Compensation
- Policy (2024 Non-Employee Director Compensation):
- Annual cash retainer: $35,000
- Chair of Board: $30,000
- Committee chair retainers: Audit $15,000; Compensation $10,000; NCGC $7,500
- Committee member retainers: Audit $7,500; Compensation $5,000; NCGC $3,750
- Equity: Initial grant option to purchase 38,000 shares (vesting monthly over 3 years); annual grant option to purchase 19,000 shares (vesting by first anniversary or next Annual Meeting) .
| Compensation Element | Amount | Citation |
|---|---|---|
| Annual Cash Retainer | $35,000 | |
| Board Chair Retainer | $30,000 | |
| Audit Chair Retainer | $15,000 | |
| Compensation Chair Retainer | $10,000 | |
| NCGC Chair Retainer | $7,500 | |
| Audit Member Retainer | $7,500 | |
| Compensation Member Retainer | $5,000 | |
| NCGC Member Retainer | $3,750 |
- Actual 2024 director compensation (Jonathan Leff):
- Fees earned/paid in cash: $47,500
- Option awards (grant-date fair value): $102,991
- Total: $150,491 .
| Name | Cash Fees ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Jonathan Leff | $47,500 | $102,991 | $150,491 |
Performance Compensation
- Director equity is delivered via stock options (no disclosed performance metrics for directors). For Leff, as of Dec 31, 2024, he held options to purchase 60,500 shares; director grants follow standard vesting schedules in the policy (initial: monthly over 3 years; annual: by first anniversary or next Annual Meeting) .
- Strike price and expiration for director options were not disclosed in the proxy; vesting terms provided in policy .
| Equity Element | Grant size | Vesting | Strike Price | Expiration | Fair Value (2024) |
|---|---|---|---|---|---|
| Annual Director Option Grant | 19,000 shares | Vests by 1-year or next Annual Meeting | Not disclosed | Not disclosed | Included in $102,991 |
| Initial Director Option Grant | 38,000 shares | Monthly over 3 years | Not disclosed | Not disclosed | N/A |
| Leff options held (12/31/2024) | 60,500 shares | Per policy schedules | Not disclosed | Not disclosed | $102,991 (2024 grant fair value) |
Note: Director compensation is not tied to performance metrics like TSR or EBITDA; those apply to executive programs. The company’s executive bonus metrics are research/clinical/regulatory milestones (context) .
Other Directorships & Interlocks
| Company | Public/Private | Role | Committees (if disclosed) |
|---|---|---|---|
| Biomx Inc. | Public | Director | Not disclosed |
| ARS Pharmaceuticals, Inc. | Public (prior) | Director | Not disclosed |
| Proteon Therapeutics, Inc. | Public (prior) | Director | Not disclosed |
| Mirum Pharmaceuticals, Inc. | Public (prior) | Director | Not disclosed |
- Compensation Committee interlocks: None. No member of Larimar’s Compensation Committee was an officer/employee, and no Larimar executive served on the compensation committee or board of a company employing any Compensation Committee member .
Expertise & Qualifications
- Domain: Extensive leadership and investment experience in life sciences; experience with investment, development, and sale of multiple life sciences companies .
- Education: Harvard A.B.; Stanford MBA; Johns Hopkins M.S. in Biotechnology .
Equity Ownership
- Beneficial ownership (as of April 1, 2025): Jonathan Leff shown as “—” and less than 1%; footnote states Leff disclaims beneficial ownership of 60,500 options held for the benefit and direction of Deerfield Management Company L.P. .
- Major holder context: Entities affiliated with Deerfield own 21,292,474 shares (33.2% of common stock) .
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Jonathan Leff | — | * (<1%) |
| Options held by Leff (for Deerfield’s benefit) | 60,500 | N/A |
| Deerfield-affiliated entities | 21,292,474 | 33.2% |
Alignment notes:
- Leff’s personal direct ownership is not disclosed; he holds options for Deerfield’s benefit and disclaims beneficial ownership of those options .
- Deerfield’s significant stake suggests investor representation influence on the Board .
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2024 Say-on-Pay (NEO 2023 compensation) | 48,754,088 | 2,352,496 | 122,896 | 8,332,013 |
| 2024 Director Election – Jonathan Leff | 40,728,411 | 10,501,069 | — | 8,332,013 |
Governance Assessment
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Strengths:
- Independent director with deep life sciences investment and governance credentials; chairs NCGC and serves on Compensation Committee .
- Board/committee independence; regular executive sessions; clear governance guidelines; attendance ≥75% in 2024 .
- Transparent director compensation program; equity delivered via options aligns compensation to shareholder value creation .
-
Potential conflicts and red flags:
- RED FLAG: Leff is a Partner at Deerfield while Deerfield-affiliated entities hold ~33.2% of LRMR; Leff holds 60,500 options for Deerfield’s benefit and disclaims beneficial ownership—raises potential investor-representation conflict and related-party exposure to monitor in NCGC/Compensation oversight .
- Consultant relationship: Radford (Aon unit) is the independent compensation consultant; Aon also serves as Larimar’s insurance broker—while disclosed, dual relationships should be monitored for perceived conflicts (committee independence affirmed) .
- No specific related-party transactions disclosed since Jan 1, 2023 beyond indemnification and standard agreements; continue monitoring given Deerfield’s influence .
-
Director compensation/ownership alignment:
- Cash fees modest; options are the primary equity, but Leff’s beneficial ownership is not direct and options are for Deerfield’s benefit—alignment may be more with Deerfield than personal stake .
Overall: Leff brings seasoned biotech investing expertise and chairs a key governance committee; independence and attendance are solid. The Deerfield affiliation and option arrangement merit ongoing monitoring for conflicts, especially around nominations, governance policies, and compensation decisions .