Sector: Health Care
LARIMAR THERAPEUTICS INC · Meeting: May 19, 2026
Directors FOR
0
Directors AGAINST
3
Say on Pay
FOR
Auditor
FOR
Election of Class III Directors for a Three-Year Term Expiring at the 2029 Annual Meeting of Stockholders
Against Analysis
Mr. Thomas has served since 2014 and bears full accountability for the company's 3-year stock return of approximately +6%, which trails the biotech benchmark XBI — SPDR S&P Biotech ETF by 62.2 percentage points, well above the 50-point trigger threshold for this return tier; the 5-year return of -55.3% confirms this is sustained underperformance rather than a temporary dip, so no mitigant applies.
Dr. Ben-Maimon has served as CEO and director since May 2020, giving her full tenure overlap with the underperformance period; the company's 3-year return of approximately +6% trails XBI — SPDR S&P Biotech ETF by 62.2 percentage points, exceeding the 50-point trigger, and the 5-year return of -55.3% versus XBI shows the underperformance is persistent rather than transient, so the policy requires a vote against her as a director independent of the Say on Pay evaluation.
Mr. Truitt has served since May 2020 with full tenure overlap; the company's 3-year stock return of approximately +6% falls 62.2 percentage points behind XBI — SPDR S&P Biotech ETF, exceeding the 50-point trigger threshold, and the 5-year return of -55.3% shows this is not a brief downturn, so the TSR trigger requires a vote against him as a director.
For Analysis
All three Class III nominees — Frank Thomas, Carole S. Ben-Maimon, and Joseph Truitt — trigger the TSR underperformance rule: Larimar's 3-year price return of approximately +6% lags the XBI — SPDR S&P Biotech ETF by 62.2 percentage points, which exceeds the 50-point threshold applicable to companies with low-positive absolute returns; the 5-year return of -55.3% confirms sustained underperformance and eliminates the mitigant that would otherwise downgrade an AGAINST to a FOR, so the policy calls for voting against all three nominees.
CEO
Carole S. Ben-Maimon, M.D.
Total Comp
$3,526,423
Prior Support
97.1%%
CEO total compensation of approximately $3.5 million is within a reasonable range for a clinical-stage biotech of this market cap, and the pay structure is well-designed: approximately 81% of the CEO's target pay is variable and at-risk, consisting of stock options (which only pay off if the stock price rises), restricted stock units, and performance stock awards tied to specific FDA regulatory milestones. The annual cash bonus was paid at only 86% of target, reflecting below-target corporate goal achievement, which is exactly the kind of pay-for-performance discipline the policy rewards. The company has a meaningful clawback policy meeting Dodd-Frank requirements and received 97.1% shareholder support on last year's say-on-pay vote, leaving no prior-year concern to address.
Auditor
PricewaterhouseCoopers LLP
Tenure
6 yrs
Audit Fees
$799,000
Non-Audit Fees
$2,000
PwC has served since 2020 (approximately 6 years), well below the 25-year tenure threshold; non-audit fees of $2,000 represent less than 1% of audit fees of $799,000, far below the 50% ratio that would raise independence concerns; PwC is a Big 4 firm fully appropriate for a company of this size and complexity.
The 2026 Larimar Therapeutics annual meeting presents six proposals; the most significant governance concern is that all three Class III director nominees trigger our TSR underperformance rule — the company's 3-year return lags the XBI — SPDR S&P Biotech ETF by 62.2 percentage points with no 5-year mitigant available, resulting in AGAINST votes for Frank Thomas, Carole Ben-Maimon, and Joseph Truitt as directors. The Say on Pay vote earns support given a well-structured, heavily variable pay program with demonstrated pay-for-performance discipline, and the auditor ratification and charter amendment proposals are straightforward approvals.
