Larimar Therapeutics (LRMR) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 19, 2026, with stockholders able to participate online and vote electronically.

• Key business includes director elections, executive compensation advisory votes, auditor ratification, and an amendment to increase authorized shares.

• The Board recommends voting in favor of all proposals and highlights recent clinical, regulatory, and financial milestones, including FDA Breakthrough Therapy Designation and successful public offerings.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) election of three Class III directors for terms expiring in 2029, (2) advisory approval of executive compensation, (3) advisory vote on frequency of future say-on-pay votes (Board recommends annual), (4) ratification of PwC as auditor for 2026, (5) amendment to increase authorized common shares from 115M to 215M, and (6) adjournment if insufficient votes for Proposal 5.

• Board unanimously recommends voting for all director nominees and proposals.

Board of directors and corporate governance

• Board consists of six members divided into three staggered classes; five are independent.

• Separate Chairperson and CEO roles; all committees are composed of independent directors.

• Annual board and committee self-evaluations are conducted to ensure effectiveness.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, each with defined oversight responsibilities.

• No family relationships among directors or executive officers.