| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 3, 2023 (the “Appointment Date”), the Board of Directors (the “Board”) of Larimar Therapeutics, Inc. (the “Company”) increased the size of the Board from five to six members and, upon recommendation of the Nominating and Corporate Governance Committee, appointed Jeffrey W. Sherman, MD, FACP to serve as a Class I director, with an initial term expiring at the Company’s 2024 Annual Meeting of Stockholders, and a member of the Nominating and Corporate Governance Committee.
Dr. Sherman, 68, has served as the Executive Vice President, Chief Medical Officer of Horizon Therapeutics Public Limited Company (“Horizon Therapeutics”), a biotechnology company, since January 2018. From September 2014 to January 2018, Dr. Sherman served as the Executive Vice President, Research and Development and Chief Medical Officer of Horizon Therapeutics and prior to that, served as their Executive Vice President, Development, Manufacturing, Regulatory Affairs and Chief Medical Officer since 2009. Before joining Horizon Therapeutics, he held positions at pharmaceutical companies such as IDM Pharma, Inc., Takeda Global Research and Development, NeoPharm Inc., G.D. Searle, LLC/Pharmacia Corporation and Bristol-Myers Squibb. Dr. Sherman is a member of a number of professional societies, a board member of the Center for Healthcare Innovation, a member of the board of advisors of the Center for Information and Study on Clinical Research Participation, a steering committee member of the U.S. Food & Drug Administration sponsored Clinical Trial Transformation Initiative, a former board chairperson and now inaugural fellow of the Drug Information Association, a former member of the Global Genes Medical and Scientific Advisory Board, and involved with the National Organization for Rare Disorders and the European Organization for Rare Diseases. He has served as an Adjunct Assistant Professor of Medicine at the Northwestern University Feinberg School of Medicine and is a member of the executive committee of the alumni board, an advisory board member of the Stanford University School of Medicine Master of Science in Translational Research and Applied Medicine program, and a diplomat of the National Board of Medical Examiners and the American Board of Internal Medicine. Dr. Sherman currently serves on the board of directors of Xeris Biopharma Holdings, Inc. (“Xeris Biopharma”), a publicly traded biopharmaceutical company, and previously served on the boards of directors of Strongbridge Biopharma plc (“Strongbridge”) from October 2016 until October 2021 and Xeris Pharmaceuticals, Inc. (“Xeris”) from April 2018 until October 2021. Xeris acquired Strongbridge in October 2021 and in connection therewith both Xeris and Strongbridge became wholly owned subsidiaries of Xeris Biopharma. Additionally, Dr. Sherman serves on the board of directors of Sorriso Pharmaceuticals, Inc. Dr. Sherman holds a B.A. in Biology from Lake Forest College and a M.D. from the Chicago Medical School at Rosalind Franklin University of Medicine and Science.
In accordance with the Company’s Non-Employee Director Compensation Policy, as set forth in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 11, 2023 (the “Director Compensation Policy”), the Company will pay Dr. Sherman an annual retainer for his service on the Board and committees thereof. In addition, on the Appointment Date, pursuant to the Director Compensation Policy, Dr. Sherman was granted an option to purchase 16,600 shares of the Company’s common stock, par value $0.001 per share, which vests in equal monthly installments over thirty-six months, subject to continued service on the Board.
There are no arrangements or understandings between Dr. Sherman and any other person pursuant to which he was selected as a director. There are no related party transactions between the Company and Dr. Sherman (or any of his immediate family members) requiring disclosure under Item 404(a) of Regulation S-K. Dr. Sherman does not have any family relationships with any of the Company’s directors or executive officers. The Board has determined that Dr. Sherman is independent in accordance with the applicable Nasdaq listing rules.