Thomas Hamilton
About Thomas E. Hamilton
Thomas E. Hamilton, age 57, is an independent director of Larimar Therapeutics (LRMR) and has served on the board since May 2020. He is Managing Member of Friedreich’s Ataxia Life Sciences, previously chaired Chondrial Therapeutics’ board (2013–2020), and brings 25 years of senior financial markets experience (Barclays Capital, Citigroup, Salomon Brothers). He holds a B.S. in finance from the University of Dayton and is nominated for re-election as the sole Class II director at the 2025 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chondrial Therapeutics, Inc. | Chairman, Board of Directors | 2013–May 2020 | Led through business combination with Larimar in 2020 |
| Friedreich’s Ataxia Life Sciences | Managing Member | 2013–Present | Early-stage biotech investment focused on FA |
| Construction Forms, Inc. | President, CEO, Owner | 2013–2019 | Industrial manufacturing leadership |
| Barclays Capital | Managing Director; Strategic Advisor to Head of FICC | Not specified | Senior leadership in global markets |
| Citigroup, Salomon Brothers | Managing Director (various) | Not specified | 25-year finance career foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Annaly Capital Management, Inc. (NYSE:NLY) | Director | Mar 2019–Present | Audit, Risk, Compensation committees |
| Friedreich’s Ataxia Research Alliance | Director; Executive Committee Member | Not specified | Disease-advocacy leadership |
| CureFA Foundation | Co-founder | Not specified | Charitable scientific effort for FA |
Board Governance
- Independence and leadership
- Independent director; LRMR board has 5 of 6 independent directors and an independent Chair structure .
- Committees comprised entirely of independent directors; independent director executive sessions held regularly .
- Committee assignments (LRMR)
- Audit Committee: Member .
- Nominating & Corporate Governance Committee: Member .
- Committee/board activity and attendance
- 2024 meetings: Board (7), Audit (5), Compensation (4), Nominating & Corporate Governance (3). Each director attended at least 75% of board and committee meetings on which they served in 2024 .
- Audit Committee expertise
- Audit Committee members independent and financially literate; “audit committee financial expert” designation applies to Frank Thomas and Joseph Truitt (not Hamilton) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $35,000 | Non-employee director standard retainer |
| Audit Committee member retainer | $7,500 | Annual committee member fee |
| Nominating & Corporate Governance member retainer | $3,750 | Annual committee member fee |
| Total fees earned (2024) | $46,250 | Matches policy components above |
Performance Compensation
| Instrument | 2024 Grant Value (FASB ASC 718) | Share Amount/Terms | Vesting |
|---|---|---|---|
| Stock options (annual grant) | $102,991 | Annual equity grant: option to purchase 19,000 shares | Vests upon earlier of first anniversary or date of following annual meeting after grant |
| Stock options (initial grant, upon board joining) | — | Option to purchase 38,000 shares | Vests monthly over 3 years |
| Options held (as of 12/31/2024) | — | 60,500 options | Reflects outstanding options count |
Note: Director equity awards are time-based (no performance metrics disclosed) and delivered in stock options consistent with LRMR’s director compensation policy .
Other Directorships & Interlocks
| Company | Role | Committees |
|---|---|---|
| Annaly Capital Management, Inc. | Director | Audit, Risk, Compensation |
- Potential interlock or thematic overlap: Hamilton leads Friedreich’s Ataxia Life Sciences and is active in FA organizations while LRMR’s lead program targets Friedreich’s ataxia; no related-party transactions involving Hamilton are described in the proxy, but the Audit Committee reviews any material related-party transactions and a written related-party transaction policy is in place .
Expertise & Qualifications
- Capital markets and risk: 25 years in senior fixed income and global markets roles at Barclays, Citigroup, and Salomon Brothers; Audit Committee member at LRMR and Annaly .
- Operating leadership: Former CEO/owner of industrial manufacturer Construction Forms (2013–2019) and chair of Chondrial through its combination with Larimar .
- Disease-area leadership: Managing Member of Friedreich’s Ataxia Life Sciences; board/executive committee roles at FARA; co-founded CureFA Foundation .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % Outstanding | Detail |
|---|---|---|---|
| Thomas E. Hamilton | 651,311 | 1.0% | 431,378 shares directly; 60,500 options exercisable within 60 days; 159,433 shares held by Post Edison, LLC (Hamilton disclaims beneficial ownership except to extent of pecuniary interest) |
- Hedging/pledging: LRMR policy prohibits hedging, short sales, derivatives, margin, and pledging by directors and officers .
- Section 16 compliance: Company notes one late Form 4 filing by Thomas E. Hamilton regarding a purchase of shares .
Governance Assessment
-
Key positives
- Independent director on LRMR; committees fully independent; regular executive sessions; independent board chair enhances oversight .
- Relevant financial and operating expertise for Audit and Nominating & Governance work; committee workloads disclosed and attendance thresholds met .
- Director compensation structure balanced: modest cash retainers and at-risk equity via options; straightforward time-based vesting .
- Shareholder alignment and governance signals: 2024 say‑on‑pay received ~95.4% support, suggesting broad investor confidence in compensation oversight .
- Strong trading policy and clawback regime (company-wide) reduce behavioral risk (no hedging/pledging; clawback policy adopted in 2023) .
-
Watch items and potential conflicts
- Disease-area affiliations (Friedreich’s Ataxia Life Sciences, FARA) overlap with LRMR’s therapeutic focus; no related‑party transactions involving Hamilton are described, but ongoing monitoring of any transactions or grants is prudent given the overlap .
- Not designated as the Audit Committee financial expert (the designation applies to other members), though Audit Committee experience is present .
- Administrative compliance footnote: one late Form 4 filing (purchase) noted in the 2025 proxy (procedural, but disclosed) .
-
Overall view: Hamilton’s capital markets background, operating experience, and disease‑advocacy leadership add value to LRMR’s audit and governance work. Compensation and ownership structures indicate alignment, with limited red flags beyond routine disclosure matters and an advocacy overlap to monitor .