DEF 14A of Larimar Therapeutics, Inc., Apr 29, 2024

DEF 14A of Larimar Therapeutics, Inc.

Filed Apr 29, 2024 · FY20230001193125-24-122191

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees You are being asked to vote on the election of Jonathan Leff and Jeffrey W. Sherman, M.D., FACP as Class I directors, each to serve for a three-year term expiring at our 2027 Annual Meeting of Stockholders. The number of members of our Board of Directors (the “Board”) is currently set at six members and is divided into three classes, each of which has a three-year term. Class I consists of two directors, Class II consists of one director and Class III consists of three directors. The term of office of our Class I directors expires at the Annual Meeting. We are nominating Jonathan Leff and Jeffrey W. Sherman, M.D., FACP for re-election at the Annual Meeting to serve until the 2027 Annual Meeting of Stockholders and until their successors, if any, are duly elected and qualified or appointed, or until their earlier death, resignation or removal. Directors are elected by a plurality of the votes cast by our stockholders at the Annual Meeting. The two nominees receiving the highest number of FOR votes (among votes properly cast online during the Annual Meeting or by proxy) will be elected. If no contrary indication is made, shares represented by executed

  2. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  3. CLASS I DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    CLASS I DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

  4. CLASS I DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | JONATHAN LEFF | | | | Age: 55 Director Since: 2020 | Committee Memberships: Compensation, Nominating and Corporate Governance (Chair) | Other Public Directorships: None |

  5. CLASS I DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    Jonathan Leff has served as a member of the Board since May 2020. Mr. Leff served as a member of the Chondrial Board from December 2016 until May 2020. Mr. Leff is a partner at Deerfield Management Company, L.P. and Chairman of the Deerfield Institute. He joined Deerfield in 2013 and focuses on venture capital and structured investments in biotechnology and pharmaceuticals. Prior thereto, Mr. Leff served as Managing Director at Warburg Pincus LLC from 2000 to 2012, where he led the firm’s investment efforts in biotechnology and pharmaceuticals. Mr. Leff also previously served as a member of the Executive Committee of the Board of the National Venture Capital Association (“NVCA”) and led NVCA’s life sciences industry efforts as Chair of NVCA’s Medical Innovation and Competitiveness Coalition. He also served on the Emerging Companies Section Board of the Biotechnology Industry Organization. Mr. Leff is a board member of several not-for-profit organizations, including the Spinal Muscular Atrophy Foundation and the Columbia University Medical Center Board of Advisors. Mr. Leff also previously served on the boards of several other publicly-traded biotechnology and pharmaceutical companies, including ARS Pharmaceuticals, Inc. from 2018 to 2023, Proteon Therapeutics, Inc. from 2017 to 2019 and Mirum Pharmaceuticals, Inc. from 2018 to 2019. He currently serves on the boards of several private biopharmaceutical companies and has previously served on the boards of other privately held biopharmaceutical companies. Mr. Leff received his A.B. from Harvard University, MBA from the Stanford University Graduate School of Business and M.S. in Biotechnology from Johns Hopkins University. Skills & Qualifications: Mr. Leff’s qualifications to sit on the Board include his extensive leadership, executive, managerial and business experience with life sciences companies, including experience in the investment, development and sale of multiple companies in the life sciences sector.

  6. CLASS I DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | JEFFREY W. SHERMAN, M.D., FACP | | | | Age: 69 Director Since: 2023 | Committee Memberships: Nominating and Corporate Governance | Other Public Directorships: Xeris Biopharma Holdings, Inc. |

  7. CLASS I DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    Jeffrey W. Sherman, M.D., FACP has served as a member of the Board since October 2023. Dr. Sherman has served as a consultant at Amgen Inc. since October 2023. From 2009 to October 2023, Dr. Sherman held several positions of increasing responsibility at Horizon Therapeutics Public Limited Company (“Horizon Therapeutics”), a biotechnology company acquired by Amgen Inc. in October 2023, most recently serving as the Executive Vice President, Chief Medical Officer. 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 former 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. He completed an internal medicine internship, residency and chief medical residency at the McGaw Medical Center at Northwestern University Feinberg School of Medicine, an infectious diseases fellowship at the University of California, San Francisco (“UCSF”), and was a research associate at the Howard Hughes Medical Institute at UCSF. Skills & Qualifications: Dr. Sherman’s qualifications to sit on the Board include his extensive pharmaceutical experience, including experience in regulatory and clinical strategy and therapeutic development for rare diseases.

  8. CONTINUING DIRECTORS

    CONTINUING DIRECTORS

  9. CLASS II DIRECTORS — TERMS EXPIRING AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS

    CLASS II DIRECTORS — TERMS EXPIRING AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS

  10. CLASS II DIRECTORS — TERMS EXPIRING AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS

    | THOMAS E. HAMILTON | | | | Age: 56 Director Since: 2020 | Committee Memberships: Audit, Nominating and Corporate Governance | Other Public Directorships: Annaly Capital Management Inc. |

  11. CLASS II DIRECTORS — TERMS EXPIRING AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS

    Thomas E. Hamilton has served as a member of the Board since May 2020. Mr. Hamilton served as the Chairman of the board of directors of Chondrial Therapeutics, Inc. (“Chondrial”), with which we completed a business combination with in 2020, from Chondrial’s founding in 2013 until May 2020. Since 2013, Mr. Hamilton has served as the managing member of Friedreich’s Ataxia Life Sciences, an early stage biotech investment company focused on bridging the gap to cure Friedreich’s ataxia. From 2013 to 2019, Mr. Hamilton served as the president, chief executive officer and owner of Construction Forms, Inc. (“Construction Forms”), an industrial manufacturing company based in Port Washington, Wisconsin. Prior to founding Construction Forms, Mr. Hamilton spent 25 years in several leadership positions in the financial industry. Most recently, Mr. Hamilton served as a Managing Director and Strategic Advisor to the Head of Fixed Income, Currencies and Commodities at Barclays Capital in New York, New York. Prior to Barclays, Mr. Hamilton held various managing director roles at Citigroup, Inc. and Salomon Brothers, Inc., where he began his career. He also serves as a director and executive committee member of the Friedreich’s Ataxia Research Alliance and is the co-founder of his own charitable scientific effort, the CureFA Foundation. Since March 2019, Mr. Hamilton has served as a Director and as a member of the audit committee, risk committee and compensation committee of the board of Annaly Capital Management, Inc., a leading diversified capital manager that invests in and finances residential and commercial assets. Mr. Hamilton holds a B.S. in finance from the University of Dayton. Skills & Qualifications: Mr. Hamilton’s qualifications to sit on the Board include his extensive experience in the financial industry and leadership in developing a cure for Friedreich’s ataxia, including leadership roles in organizations focused on the development of a cure for Friedreich’s ataxia.

  12. CLASS III DIRECTORS — TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    CLASS III DIRECTORS — TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

  13. CLASS III DIRECTORS — TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | FRANK THOMAS | | | | Age: 54 Director Since: 2014 | Committee Memberships: Audit (Chair), Compensation | Other Public Directorships: Spero Therapeutics, Inc. |

  14. CLASS III DIRECTORS — TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    Frank Thomas has served as a member of the Board since June 2014. Mr. Thomas has been the President and Chief Operating Officer of Orchard Therapeutics plc (“Orchard”), a biotechnology company dedicated to using gene therapy to end the devastation caused by genetic and other severe diseases, since March 2020. Mr. Thomas served as Chief Operating Officer and Chief Financial Officer of Orchard from January 2020 to March 2020 and the Chief Financial Officer and Chief Business Officer of Orchard from January 2018 to December 2019. In January 2024, Orchard was acquired by Kyowa Kirin Co., Ltd., a Japan-based global specialty pharmaceutical company. Prior to joining Orchard, Mr. Thomas served as President and Chief Operating Officer of AMAG Pharmaceuticals, Inc. (“AMAG”), a publicly traded, specialty pharmaceutical company, from April 2015 to April 2017, and previously served as AMAG’s Executive Vice President and Chief Operating Officer from May 2012 through April 2015, and as Executive Vice President, Chief Financial Officer and Treasurer from August 2011 through May 2012. Prior to joining AMAG, he served in various executive roles at public and private biotechnology and medical diagnostics companies, including Molecular Biometrics, Inc., a commercial stage medical diagnostics company, Critical Therapeutics, Inc. (“Critical Therapeutics”), a public biopharmaceutical company, and Esperion Therapeutics, Inc., a publicly traded biopharmaceutical company. His roles at these companies ranged at various times from Chief Executive Officer, Chief Operating Officer and Chief Financial Officer. He also served on the board of directors of Critical Therapeutics. Since July 2017, Mr. Thomas has served on the board of directors of Spero Therapeutics, Inc., a publicly traded biopharmaceutical company. Mr. Thomas was a member of the board of directors of the Massachusetts Biotechnology Council from 2007 to 2015. Mr. Thomas holds a B.B.A. from the University of Michigan, Ann Arbor. Skills & Qualifications: Mr. Thomas’ qualifications to sit on the Board include his extensive management experience at biopharmaceutical companies and with financial matters, including senior leadership roles at various biopharmaceutical companies.

  15. CLASS III DIRECTORS — TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | CAROLE S. BEN-MAIMON, M.D. | | | | Age: 65 Director Since: 2020 | Committee Memberships: None | Other Public Directorships: None |

  16. CLASS III DIRECTORS — TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    Carole S. Ben-Maimon, M.D. has served as a member of the Board since May 2020. Dr. Ben-Maimon has served as the President and Chief Executive Officer of the Company since May 2020. Dr. Ben-Maimon served as the President, Chief Executive Officer of Chondrial and as a member of Chondrial’s board of directors from December 2016 until May 2020. Prior thereto and from 2014 to 2016, she served as an independent consultant at CSGB Consulting, LLC, where she participated in the evaluation of investment opportunities in the brand and generic industry on behalf of investment firms. Prior thereto, from September 2011 to November 2014, Dr. Ben-Maimon was the President of Global Pharmaceuticals, a subsidiary of Impax Laboratories (“Impax”), which was responsible for Impax’s generic business. Prior to Global Pharmaceuticals, she served as Senior Vice President, Corporate Strategy at Qualitest Pharmaceuticals, Inc. (“Qualitest”) from July 2009 to July 2010. Prior to her role at Qualitest, she served as Founder, President and Chief Executive Officer and director of Alita Pharmaceuticals, Inc., an early stage, privately held specialty pharmaceutical company, from September 2006 to June 2009. Dr. Ben-Maimon also held executive positions with and served as a member of the board with Barr Pharmaceuticals Inc. (“Barr”) from 2001 to 2006, including as President and Chief Operating Officer of Duramed Research, Inc., a wholly-owned subsidiary of Barr, where she led Barr’s branded female healthcare business and also served as a member of its board of directors. Prior to that, from 1993 to 2001, Dr. Ben-Maimon was at Teva Pharmaceutical Industries in various roles, including being responsible for research and development and public policy in North America from 2000 to 2001. From 2016 to 2022, Dr. Ben-Maimon served as a member of the board of directors and the audit and nominating and corporate governance committees of the board of Teligent, Inc. Dr. Ben-Maimon also serves on the board of directors of a privately-held pharmaceutical company and on the board of a not-for-profit hospital in Philadelphia, Pennsylvania. Dr. Ben-Maimon received her B.S. from the University of Pennsylvania and her M.D. from Jefferson Medical College. She completed clinical and research training in internal medicine and nephrology at Thomas Jefferson University. Skills & Qualifications: Dr. Ben-Maimon’s qualifications to sit on the Board include her knowledge of Larimar’s business, as well as her extensive leadership and biopharmaceutical industry experience, including senior leadership roles at publicly-traded life sciences companies.

  17. CLASS III DIRECTORS — TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | JOSEPH TRUITT | | | | Age: 59 Director Since: 2020 | Committee Memberships: Audit, Compensation (Chair) | Other Public Directorships: None |

  18. CLASS III DIRECTORS — TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    Joseph Truitt has served as a member of the Board since May 2020. Mr. Truitt has served as the Chief Executive Officer of iECURE, Inc., a gene editing company, since March 2021 and has served on the board of Code Biotherapeutics, Inc., a gene therapy development company since December 2020. From May 2020 through December 2020, Mr. Truitt served as Chief Executive Officer of BioSpecifics Technologies Corp. (“BioSpecifics”), a biopharmaceutical company that develops collagenase-based therapies, which was acquired by Endo International plc in December 2020. From May 2018 until April 2020, Mr. Truitt served as President, Chief Executive Officer and member of the board of directors of Achillion Pharmaceuticals, Inc. (“Achillion”), a publicly-traded clinical-stage biopharmaceutical company developing small molecule drug therapies for immune system disorders, which was acquired by Alexion Pharmaceuticals, a global biopharmaceutical company, in January 2020. Prior to his appointment to the offices or President and Chief Executive Officer in 2018, Mr. Truitt served in a number of various positions at Achillion, including: Executive Vice President, Chief Operations Officer, from September 2017 until May 2018; Executive Vice President, Chief Commercial Officer, from March 2014 until September 2017; and Senior Vice President, Business Development and Chief Commercial Officer, from January 2009 until March 2014. Before joining Achillion, from July 2006 to December 2008, Mr. Truitt served as Vice President, Business Development and Product Strategy of Lev Pharmaceuticals, Inc. and, from 2000 to 2006, he served as Vice President, Sales and Operations of Johnson & Johnson – OraPharma, Inc. Prior to this, be spent nine years at TAP Pharmaceuticals Inc. in a variety of sales and marketing roles before a two-year role as a consultant at IMS Health. Mr. Truitt received his B.S. in Marketing from LaSalle University and his MBA from St. Joseph’s University in Pharmaceutical Marketing. Mr. Truitt previously was a Captain in the United States Marine Corps. Skills & Qualifications: Mr. Truitt’s qualifications to sit on the Board include extensive management experience, his prior experience as a public company director and his deep knowledge of the biopharmaceutical business.

  19. CLASS III DIRECTORS — TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | CORPORATE GOVERNANCE AND RISK MANAGEMENT |

  20. CLASS III DIRECTORS — TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    We are committed to good corporate governance and integrity in our business dealings. We believe that strong corporate governance practices that provide meaningful rights to our stockholders and ensure Board and management accountability are key to our relationship with our stockholders. We strive to have regular, constructive conversations with our stockholders to better understand our stockholders’ priorities and perspectives. Our governance practices are documented in our Ninth Amended and Restated Certificate of Incorporation, as amended, our Bylaws, our Code of Conduct, our Corporate Governance Guidelines and the charters of the committees of the Board (the “Committees”). Aspects of our governance documents are summarized below. You can find our charters for each Committee and our Code of Conduct on our website at www.larimartx.com under “Investors — Corporate Governance.”

  21. Compensation Committee

    | • | reviewing and recommending to our Board the compensation of our directors; |

  22. Compensation Committee

    | • | administering our stock and equity incentive plans; |

  23. Communicate

    | DIRECTOR COMPENSATION |

  24. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Our 2023 non-employee director compensation policy is set forth in the table below.

  25. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    | COMPENSATION ELEMENTS – NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM | | | Cash Retainers | | | Annual Cash Retainer | $35,000 | | Chairperson of the Board of Directors | $30,000 | | Annual Committee Chair Retainer | | | Audit | $15,000 | | Compensation | $10,000 | | Nominating and Corporate Governance | $7,500 | | Annual Committee Member Retainer | | | Audit | $7,500 | | Compensation | $5,000 | | Nominating and Corporate Governance | $3,750 | | Equity Awards | | | Initial Equity Grant | Option to purchase 16,600 shares of common stock, vesting monthly over a three year period | | Annual Equity Grant | Option to purchase 8,300 shares of common stock, vesting upon the earlier of the first anniversary of the date of grant or the date of the following annual meeting of stockholders after the grant date |

  26. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    In March 2024, the Board approved, based on Aon’s assessment of publicly available director compensation data, an amendment to our non-employee director compensation policy, which became effective on March 20, 2024. The table below depicts the compensation elements of our amended non-employee director compensation policy:

  27. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    | COMPENSATION ELEMENTS – AMENDED NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM | | | Cash Retainers | | | Annual Cash Retainer | $35,000 | | Chairperson of the Board of Directors | $30,000 | | Annual Committee Chair Retainer | | | Audit | $15,000 | | Compensation | $10,000 | | Nominating and Corporate Governance | $7,500 | | Annual Committee Member Retainer | | | Audit | $7,500 | | Compensation | $5,000 | | Nominating and Corporate Governance | $3,750 | | Equity Awards | | | Initial Equity Grant | Option to purchase 38,000 shares of common stock, vesting monthly over a three year period | | Annual Equity Grant | Option to purchase 19,000 shares of common stock, vesting upon the earlier of the first anniversary of the date of grant or the date of the following annual meeting of stockholders after the grant date |

  28. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The following table below sets forth summary information regarding the compensation of our non-employee directors for the fiscal year ended December 31, 2023.

  29. DIRECTOR COMPENSATION TABLE

    | NAME | FEES EARNED OR PAID IN CASH ($) | OPTION AWARDS ($)(1)(2) | Total ($) | | Peter Barrett, Ph.D.(3) | $14,583 | $ — | $14,583 | | Thomas E. Hamilton | $45,313 | $32,456 | $77,769 | | Jonathan Leff | $47,500 | $32,456 | $79,956 | | Frank Thomas | $53,750 | $32,456 | $86,206 | | Joseph Truitt | $82,500 | $32,456 | $114,956 | | Jeffrey W. Sherman, M.D., FACP(4) | $9,688 | $46,742 | $56,430 |

  30. DIRECTOR COMPENSATION TABLE

    | (1) Reflects the aggregate grant date fair value of each stock option granted in 2023 determined in accordance with the provisions of Financial Accounting Standards Board Accounting Standards, Codification Topic 718, Compensation — Stock Compensation (“FASB ASC Topic 718”). The assumptions made in the calculation of these amounts are included in Note 8 of the Notes to the Consolidated Financial Statements included in our 2023 Annual Report. |

  31. DIRECTOR COMPENSATION TABLE

    | (2) As of December 31, 2023, Drs. Barrett and Sherman and Messrs. Hamilton, Leff, Thomas and Truitt held options to purchase 0, 16,600, 41,500, 41,500, 49,734 and 41,500 shares of our common stock, respectively. |

  32. DIRECTOR COMPENSATION TABLE

    | (3) Dr. Barrett’s service on our Board ended on May 9, 2023. His annual cash compensation earned for services rendered as a member of our Board and the committees thereof during the fiscal year-ended December 31, 2023 was prorated accordingly. |

  33. DIRECTOR COMPENSATION TABLE

    | (4) Dr. Sherman joined our Board on October 3, 2023. His annual cash compensation earned for services rendered as a member of our Board and the committees thereof during the fiscal year-ended December 31, 2023 was prorated accordingly. |

  34. DIRECTOR COMPENSATION TABLE

    | INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |

  35. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE The following table sets forth information concerning the compensation of our named executive officers during the fiscal years ended December 31, 2023 and December 31, 2022:

  36. 2023 SUMMARY COMPENSATION TABLE

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($) | STOCK AWARDS ($)(1) | OPTION AWARDS ($)(1) | ALL OTHER COMPENSATION ($) | TOTAL ($) | | Carole S. Ben-Maimon, M.D. | 2023 | 560,000 | 288,400(2) | 1,012,700 | 1,259,733 | 16,599(3) | 3,137,431 | | President and Chief Executive Officer | 2022 | 527,850 | 304,000(4) | — | 1,283,915 | 13,784(5) | 2,129,549 | | Michael Celano | 2023 | 401,000 | 165,034(2) | 375,440 | 465,132 | 11,545(6) | 1,418,152 | | Chief Financial Officer and Secretary | 2022 | 376,904 | 173,832(4) | — | 569,702 | 11,885(7) | 1,132,323 | | Gopi Shankar, Ph.D., MBA, FAAPS | 2023 | 383,144 | 157,855(2) | — | 831,996 | 8,726(9) | 1,381,721 | | Chief Development Officer (8) | 2022 | — | — | — | — | — | — |

  37. 2023 SUMMARY COMPENSATION TABLE

    | (1) Reflects the grant date fair value of the restricted stock units and stock option awards determined in accordance with the FASB ASC Topic 718, disregarding the effect of estimated forfeitures related to service-based vesting. The assumptions made in these valuations are included in Note 7 of the Notes to the Consolidated Financial Statements included in our 2023 Annual Report. The amounts reported in this column reflect the accounting cost for these awards and do not correspond to the actual economic value that may be received by the named executive officer upon the exercise of the stock options or any sale of the underlying shares of common stock. |

  38. 2023 SUMMARY COMPENSATION TABLE

    | (2) Represents bonus paid in February 2024 based upon 2023 corporate performance, as approved by our Compensation Committee or Board, as applicable. |

  39. 2023 SUMMARY COMPENSATION TABLE

    | (3) Includes the Company’s contribution to a 401(k) plan, a defined contribution plan, of $13,200 and the value of group term life benefits provided by the Company of $3,399. |

  40. 2023 SUMMARY COMPENSATION TABLE

    | (4) Represents bonus paid in February 2023 based upon 2022 corporate performance, as approved by our Compensation Committee or Board, as applicable. |

  41. 2023 SUMMARY COMPENSATION TABLE

    | (5) Includes the Company’s contribution to a 401(k) plan, a defined contribution plan, of $12,200 and the value of group term life benefits provided by the Company of $1,584. |

  42. 2023 SUMMARY COMPENSATION TABLE

    | (6) Includes the Company’s contribution to a 401(k) plan, a defined contribution plan, of $6,247 and the value of group term life benefits provided by the Company of $5,298. |

  43. 2023 SUMMARY COMPENSATION TABLE

    | (7) Includes the Company’s contribution to a 401(k) plan, a defined contribution plan, of $9,382 and the value of group term life benefits provided by the Company of $2,503. |

  44. 2023 SUMMARY COMPENSATION TABLE

    | (8) Dr. Shankar commenced employment with us on February 7, 2023 and had no compensation history with us prior to his employment commencement date. The amount reported for Dr. Shankar’s salary reflects the amount paid following his commencement of employment and the amount of the bonus paid to him was prorated based upon his time employed in 2023. |

  45. 2023 SUMMARY COMPENSATION TABLE

    | (9) Includes the Company’s contribution to a 401(k) plan, a defined contribution plan, of $7,777 and the value of group term life benefits provided by the Company of $949. |

  46. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END The following table sets forth information regarding the number of shares of common stock underlying outstanding plan awards held by each of our named executive officers as of December 31, 2023:

  47. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

    | | OPTION AWARDS(1) | | | | | STOCK AWARDS (2) | | | NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(3) | | Carole S. Ben-Maimon, M.D. | 4/10/2017 | 61,419 | — | 11.73 | 4/10/2027 | — | — | | | 5/28/2019 | 133,140 | — | 11.73 | 5/28/2029 | — | — | | | 9/29/2020 | 351,404 | 59,996 | 11.90 | 7/16/2030 | — | — | | | 1/19/2021 | 77,802 | 28,898 | 19.61 | 1/19/2031 | — | — | | | 1/18/2022 | 87,208 | 94,792 | 8.75 | 1/18/2032 | — | — | | | 5/10/2022 | 15,833 | 24,167 | 2.92 | 5/10/2032 | — | — | | | 1/31/2023 | — | 325,000 | 4.94 | 1/31/2033 | 205,000 | 932,750 | | Michael Celano | 5/28/2020 | 54,179 | 6,300 | 11.88 | 5/27/2030 | — | — | | | 9/29/2020 | 71,835 | 12,265 | 11.90 | 7/16/2030 | — | — | | | 1/19/2021 | 30,625 | 11,375 | 19.61 | 1/19/2031 | — | — | | | 1/18/2022 | 38,333 | 41,667 | 8.75 | 1/18/2032 | — | — | | | 5/10/2022 | 7,916 | 12,084 | 2.92 | 5/10/2032 | — | — | | | 1/31/2023 | — | 120,000 | 4.94 | 1/31/2033 | 76,000 | 345,800 | | Gopi Shankar, Ph.D., MBA, FAAPS | 2/07/2023 | — | 180,000 | 5.88 | 2/07/2033 | — | — |

  48. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

    | (1) These options each generally vest as follows: 25% on the first anniversary of the grant date, with the remaining 75% vesting in equal monthly installments over the following 36 calendar months, subject to the grantee’s continued service through the relevant vesting date (and in the case of Mr. Celano’s May 28, 2020 award, subject to accelerated vesting upon certain termination events). |

  49. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

    | (2) These restricted stock unit awards vest in four equal annual installments beginning on the first anniversary of the grant date, subject to the grantee’s continued service through the relevant vesting date. |

  50. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

    | (3) Based on the closing price of $4.55 for our common stock on December 29, 2023, the last trading date of 2023. |

  51. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of our Company.

  52. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (4) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (“TSR”) (5) | Net Income (Loss) (thousands) (6) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2023 | $3,137,431 | $3,261,658 | $1,399,936 | $1,238,406 | $21.25 | ($36,949) | | 2022 | $2,129,549 | ($437,290) | $1,132,322 | ($205,217) | $19.29 | ($35,355) | | 2021 | $2,233,823 | ($2,414,309) | $1,065,754 | ($699,064) | $50.40 | ($50,636) |

  53. PAY VERSUS PERFORMANCE

    (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Dr. Ben-Maimon (our President and Chief Executive Officer) for each of 2021, 2022 and 2023. (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Dr. Ben-Maimon, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Dr. Ben-Maimon during the applicable year. Compensation “actually paid” is based on the Summary Compensation Table total compensation figure adjusted to reflect the change in actual value of stock awards (e.g., stock options and restricted equity units) during the covered year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Dr. Ben-Maimon’s total compensation for each year to determine the compensation actually paid:

  54. PAY VERSUS PERFORMANCE

    | Year | Reported Summary Compensation Table Total for PEO ($) | Less: Reported Value of Equity Awards (a) ($) | Plus: Equity Award Adjustments (b) ($) | Equals Compensation Actually Paid to PEO ($) | | (a) | (b) | (c) | (d) | (e) | | 2023 | $3,137,431 | ($2,272,433) | $2,396,659 | $3,261,658 | | 2022 | $2,129,549 | ($1,283,915) | ($1,282,924) | ($437,290) | | 2021 | $2,233,823 | ($1,570,389) | ($3,077,743) | ($2,414,309) |

  55. PAY VERSUS PERFORMANCE

    (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the addition of the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date (from the end of the prior fiscal year); (v) for awards granted in prior years that fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  56. PAY VERSUS PERFORMANCE

    | Year | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted In Prior Years ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | 2023 | $2,396,987 | ($43,831) | $— | $43,503 | $— | $— | $2,396,659 | | 2022 | $643,985 | ($1,182,385) | $— | ($744,524) | $— | $— | ($1,282,924) | | 2021 | $690,390 | ($3,006,050) | $— | ($762,083) | $— | $— | ($3,077,743) |

  57. PAY VERSUS PERFORMANCE

    (3) The dollar amounts reported in column (d) represent the average of the amounts reported for our Non-PEO Named Executive Officers as a group in the “Total” column of the Summary Compensation Table in each applicable year. For 2022 and 2021, Mr. Celano is our sole Non-PEO Named Executive Officer. For 2023, Mr. Celano and Dr. Shankar are our Non-PEO Named Executive Officers. (4) The dollar amounts reported in column (e) represent the average of “compensation actually paid” to our Non-PEO Named Executive Officers as a group, as computed in accordance with Item 402(v) of Regulation S-K (exclusively, Mr. Celano for 2022 and 2021 and, collectively, Mr. Celano and Dr. Shankar for 2023). The dollar amounts do not reflect the actual average compensation earned by or paid to the Non-PEO Named Executive Officers as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for our Non-PEO Named Executive Officers as a group for each year to determine the compensation actually paid, using the same methodology described above in Note (2):

  58. PAY VERSUS PERFORMANCE

    | Year | Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Less: Reported Value of Equity Awards (a) ($) | | Plus: Equity Award Adjustments (b) ($) | Equals Compensation Actually Paid to Non- PEO NEOs ($) | | (a) | (b) | (c) | | (d) | (e) | | 2023 | $1,399,936 | ($ | 836,284) | $674,754 | $1,238,406 | | 2022 | $1,132,322 | ($ | 569,702) | ($357,403) | $205,217 | | 2021 | $1,065,754 | ($ | 618,148) | ($1,146,670) | ($699,064) |

  59. PAY VERSUS PERFORMANCE

    (a) The grant date fair value of the equity awards represents the average total of the amounts reported in the “Stock Awards” and “Option Awards” columns for the Non-PEO Named Executive Officers in the Summary Compensation Table for the applicable year. (b) The amounts deducted or added in calculating the total average equity award adjustments are as follows:

  60. PAY VERSUS PERFORMANCE

    | Year | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | 2023 | $670,439 | ($2,995) | $— | $7,310 | $— | $— | $674,754 | | 2022 | $291,354 | ($390,139) | $— | ($258,618) | $— | $— | ($357,403) | | 2021 | $271,756 | ($927,872) | $— | ($490,554) | $— | $— | ($1,146,670) |

  61. PAY VERSUS PERFORMANCE

    (5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our Company’s share price at the end and the beginning of the measurement period by our Company’s share price at the beginning of the measurement period. The beginning of the measurement period is December 31, 2020 and the end of each of the three measurement periods presented are December 31, 2021, 2022 and 2023. No dividends were paid on stock or option awards in 2021, 2022 or 2023. (6) The dollar amounts reported represent the amount of net income (loss) reflected in our consolidated audited financial statements for the applicable year.

  62. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table We generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table. Compensation Actually Paid and Net Income (Loss) Because we are not a commercial-stage company, we did not have any revenue during the periods presented. Consequently, we have not historically looked to net income (loss) as a performance measure for our executive compensation programs. Compensation Actually Paid and Cumulative TSR The chart below shows the relationship between “compensation actually paid” to our PEO and the average compensation actually paid to our Non-PEO Named Executive Officers, on one hand, to our TSR performance for the three fiscal years presented in the table, on the other. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of our Company under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

  63. Analysis of the Information Presented in the Pay Versus Performance Table

    | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS |

  64. Analysis of the Information Presented in the Pay Versus Performance Table

    Since January 1, 2022, we have engaged in the following transactions with our directors, executive officers, holders of more than 5% of our voting securities, and affiliates or immediate family members of our directors, executive officers, and holders of more than 5% of our voting securities. We believe that all of these transactions were on terms as favorable as could have been obtained from unrelated third parties.

  65. PROPOSAL 1: ELECTION OF CLASS I DIRECTORS FOR A THREE-YEAR TERM EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    PROPOSAL 1: ELECTION OF CLASS I DIRECTORS FOR A THREE-YEAR TERM EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS At the Annual Meeting, our stockholders will vote on the election of two Class I director nominees named in this Proxy Statement as a director, each to serve until our 2027 Annual Meeting of Stockholders and until their respective successors are elected and qualified. Our Board has unanimously nominated Jonathan Leff and Jeffrey W. Sherman, M.D., FACP for election to our Board at the Annual Meeting. Each of the nominees has agreed to be named and to serve, and we expect each nominee to be able to serve if elected. If any nominee is unable to serve, the Nominating and Corporate Governance Committee will recommend to our Board a replacement nominee. The Board may then designate the other nominee to stand for election. If you voted for the unavailable nominee, your vote will be cast for his or her replacement.

  66. PROPOSAL 1: ELECTION OF CLASS I DIRECTORS FOR A THREE-YEAR TERM EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | OUR BOARD UNANIMOUSLY RECOMMENDS STOCKHOLDERS VOTE FOR THE ELECTION OF JONATHAN LEFF AND JEFFREY W. SHERMAN, M.D., FACP. | |