Russell Clayton
About Russell Clayton
Russell G. “Rusty” Clayton, DO, is Chief Medical Officer (CMO) of Larimar Therapeutics (LRMR) since July 17, 2023; he is 64 years old, with a B.A. in Biology (La Salle University) and a DO (Philadelphia College of Osteopathic Medicine) . He is a board‑certified pediatric pulmonologist with executive leadership across rare disease clinical development, regulatory approvals, and product launches at Alcresta Therapeutics and Discovery Laboratories, and prior roles at Merck; he chaired Larimar’s Scientific Advisory Board before joining as CMO . Larimar is not a commercial-stage company and historically has no revenue; executive pay programs are tied to operational and regulatory milestones rather than net income, with pay‑versus‑performance disclosures benchmarking to TSR and net loss figures (graphical); the company states it does not use net income/loss as a compensation performance measure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aeremedea, LLC | Principal; advisor/interim CMO to rare disease companies (including Larimar) | Apr 2017–Jul 2023 | Supported development/commercialization across rare diseases; served as Chair of Larimar’s Scientific Advisory Board |
| Alcresta Therapeutics, Inc. | Chief Medical Officer | Jun 2015–Apr 2017 | Led pivotal studies leading to regulatory approval of first marketed product; built medical affairs for launch/reimbursement |
| Discovery Laboratories, Inc. | SVP R&D; VP R&D; VP Medical & Academic Affairs; VP Global R&D | 2006–2014 (SVP Oct 2011–Nov 2014; VP R&D Jun 2009–Oct 2011) | Led scientific/medical/regulatory efforts to marketing authorization and commercial launch for orphan disease product |
| Merck & Co., Inc. | Director, International Regulatory Affairs; Regional Medical Director, Medical & Scientific Affairs | Not disclosed | Advanced regulatory and medical leadership roles at global pharma |
| Children’s Hospital of Philadelphia (CHOP) | Attending Pulmonologist; Director, Asthma Program; Associate Director, Cystic Fibrosis Center | Not disclosed | Clinical leadership in pediatric pulmonology; academic and clinical impact |
| St. Christopher’s Hospital for Children | Attending Pulmonologist | Not disclosed | Pediatric pulmonology practice prior to industry roles |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Temple University School of Medicine | Assistant Professor of Pediatrics | Not disclosed | Academic teaching and research in pediatrics |
| University of Pennsylvania School of Medicine | Assistant Professor of Pediatrics | Not disclosed | Academic teaching and research in pediatrics |
Fixed Compensation
- Base salary, target bonus %, and actual bonus paid for Dr. Clayton were not disclosed in the 2025 proxy because he was not a Named Executive Officer (NEO) in 2024; the appointment 8‑K did not specify cash compensation .
Performance Compensation
| Metric | Weighting | Target/Hurdle | Actual/Payout | Vesting | Grant Detail |
|---|---|---|---|---|---|
| Regulatory milestones (PSUs) | Not disclosed | Achievement of specified regulatory milestones | Not disclosed | 50% vests at Achievement Determination Date; remaining 50% vests one year after the Achievement Determination Date | 25,000 PSUs granted on Jan 22, 2025 |
| Service‑based option (inducement) | N/A (time‑based) | Continued service | N/A | 25% on first anniversary (Jul 17, 2024); remaining 75% in equal monthly installments over 36 months thereafter (through Jul 17, 2027), subject to continued service | Non‑qualified option to purchase 180,000 shares; exercise price = closing price on grant date (Jul 17, 2023); granted under Nasdaq Listing Rule 5635(c)(4) outside 2020 EIP |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (individual) | Not disclosed individually in 2024/2025 security ownership tables; included in “all current executive officers and directors as a group (9 persons)” totaling 2,982,269 shares (4.5%) as of Apr 1, 2025 |
| Outstanding equity awards (Clayton) | 180,000 inducement options (Jul 17, 2023) with 4‑year vest schedule; 25,000 PSUs (Jan 22, 2025) vesting contingent on regulatory milestones |
| Hedging/pledging | Company policy prohibits holding securities in margin accounts, all forms of hedging/monetizing transactions, and pledging company securities to secure loans |
| Clawback | Clawback policy adopted in Sep 2023 per Dodd‑Frank/SEC/Nasdaq rules; requires recovery of excess incentive‑based compensation upon financial restatements for covered executives (3‑year lookback) |
| 10b5‑1 trading plans | Company permits directors/officers to adopt 10b5‑1 plans with pre‑clearance; restricted persons list includes Russell Clayton |
Employment Terms
| Term | Detail |
|---|---|
| Employment start date | Appointed CMO effective July 17, 2023 |
| Contract term/renewal | Not disclosed in filings reviewed |
| Severance/change‑of‑control | Not disclosed for Clayton; 2025 proxy details severance terms for CEO/CFO/CDO only (12/9 months; 18/12 months with CoC; COBRA and select acceleration for CFO) |
| Equity award terms | Inducement option: 4‑year vest (25% at 1 year; 75% monthly over 36 months), subject to continued service; PSUs vest 50% at milestone determination and 50% one year later |
| Lock‑up agreements | Clayton was a signatory to lock‑up agreements associated with the July 2025 underwritten public offering (Exhibit C lists signatories) |
| Insider trading policy | 10b5‑1 plans allowed with pre‑clearance; violations carry severe consequences; CFO administers policy |
Investment Implications
- Retention and alignment: The 180,000 inducement options vest through July 2027, creating a multi‑year retention incentive; the 25,000 PSUs vest on regulatory milestones, reinforcing pay‑for‑performance tied to clinical/regulatory execution .
- Selling pressure: Participation in July 2025 lock‑up reduces near‑term selling pressure; company policy bans hedging and pledging, limiting misalignment risks from derivatives or collateralized positions .
- Transparency gap: Cash compensation, severance, and change‑of‑control specifics for Clayton are not disclosed (he was not a 2024 NEO), which limits detailed pay benchmarking and severance economics analysis; monitoring future proxies/8‑Ks for updates is warranted .
- Execution risk: Clayton’s track record in securing approvals and launches at prior firms, and leadership of Larimar’s clinical/regulatory interface (including prior SAB role), supports capability to deliver regulatory milestones that drive PSU realization; Larimar’s non‑commercial status and milestone‑centric compensation framework heighten sensitivity to FDA/regulatory outcomes .