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Larimar Therapeutics, Inc. – ‘10-K’ for 12/31/23 – ‘EX-97.1’

On:  Thursday, 3/14/24, at 4:25pm ET   ·   For:  12/31/23   ·   Accession #:  950170-24-31529   ·   File #:  1-36510

Previous ‘10-K’:  ‘10-K’ on 3/14/23 for 12/31/22   ·   Latest ‘10-K’:  This Filing   ·   19 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/14/24  Larimar Therapeutics, Inc.        10-K       12/31/23   63:10M                                    Donnelley … Solutions/FA

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.22M 
 4: EX-10.20    Material Contract                                   HTML    525K 
 5: EX-10.21    Material Contract                                   HTML    100K 
 2: EX-10.3     Material Contract                                   HTML     33K 
 3: EX-10.4     Material Contract                                   HTML     45K 
 6: EX-21.1     Subsidiaries List                                   HTML     20K 
 7: EX-23.1     Consent of Expert or Counsel                        HTML     19K 
11: EX-97.1     Clawback Policy re: Recovery of Erroneously         HTML     39K 
                Awarded Compensation                                             
 8: EX-31.1     Certification -- §302 - SOA'02                      HTML     24K 
 9: EX-31.2     Certification -- §302 - SOA'02                      HTML     24K 
10: EX-32.1     Certification -- §906 - SOA'02                      HTML     24K 
13: R1          Document and Entity Information                     HTML     93K 
14: R2          Consolidated Balance Sheets                         HTML    109K 
15: R3          Consolidated Balance Sheets (Parenthetical)         HTML     40K 
16: R4          Consolidated Statements of Operations and           HTML     75K 
                Comprehensive Loss                                               
17: R5          Consolidated Statements of Changes in               HTML     65K 
                Stockholders' Equity                                             
18: R6          Consolidated Statements of Cash Flows               HTML     87K 
19: R7          Pay vs Performance Disclosure                       HTML     32K 
20: R8          Insider Trading Arrangements                        HTML     26K 
21: R9          Description of Business and Organization            HTML     44K 
22: R10         Summary of Significant Accounting Policies          HTML     49K 
23: R11         Fair Value Measurements and Cash                    HTML    161K 
                Equivalents/Marketable Securities                                
24: R12         Prepaid Expenses and Other Current Assets           HTML     36K 
25: R13         Fixed Assets                                        HTML     50K 
26: R14         Accrued Expenses                                    HTML     36K 
27: R15         Stockholders? Equity and Stock Options              HTML    160K 
28: R16         Commitments and Contingencies                       HTML     63K 
29: R17         Income Taxes                                        HTML    122K 
30: R18         Summary of Significant Accounting Policies          HTML    102K 
                (Policies)                                                       
31: R19         Fair Value Measurements and Cash                    HTML    151K 
                Equivalents/Marketable Securities (Tables)                       
32: R20         Prepaid Expenses and Other Current Assets (Tables)  HTML     36K 
33: R21         Fixed Assets (Tables)                               HTML     47K 
34: R22         Accrued Expenses (Tables)                           HTML     35K 
35: R23         Stockholders? Equity and Stock Options (Tables)     HTML    127K 
36: R24         Commitments and Contingencies (Tables)              HTML     36K 
37: R25         Income Taxes (Tables)                               HTML    111K 
38: R26         Description of Business and Organization -          HTML     48K 
                Additional Information (Detail)                                  
39: R27         Summary of Significant Accounting Policies -        HTML     45K 
                Additional Information (Detail)                                  
40: R28         Fair Value Measurements and Cash                    HTML     27K 
                Equivalents/Marketable Securities - Additional                   
                Information (Detail)                                             
41: R29         Fair Value Measurements and Cash                    HTML     47K 
                Equivalents/Marketable Securities - Summary of                   
                Cash Equivalents and Marketable Securities                       
                (Detail)                                                         
42: R30         Fair Value Measurements and Cash                    HTML     41K 
                Equivalents/Marketable Securities - Summary of                   
                Marketable Securities (Detail)                                   
43: R31         Prepaid Expenses and Other Current Assets -         HTML     28K 
                Schedule of Prepaid Expenses and Other Current                   
                Assets (Detail)                                                  
44: R32         Fixed Assets - Schedule of Fixed Assets, Net        HTML     38K 
                (Detail)                                                         
45: R33         Fixed Assets - Additional Information (Detail)      HTML     23K 
46: R34         Accrued Expenses - Schedule of Accrued Expenses     HTML     28K 
                (Detail)                                                         
47: R35         Stockholders Equity and Stock Options - Additional  HTML    173K 
                Information (Detail)                                             
48: R36         Stockholders Equity and Stock Options -             HTML     29K 
                Assumptions used to Determine Fair Value of Stock                
                Options Granted (Detail)                                         
49: R37         Stockholders Equity and Stock Options - Summary of  HTML     65K 
                Stock Option Activity (Detail)                                   
50: R38         Stockholders Equity and Stock Options - Summary of  HTML     49K 
                Restricted Stock Units (Details)                                 
51: R39         Stockholders Equity and Stock Options - Summary of  HTML     34K 
                Stock-Based Compensation Expense (Detail)                        
52: R40         Commitments and Contingencies - Additional          HTML    127K 
                Information (Detail)                                             
53: R41         Commitments and Contingencies - Schedule of         HTML     38K 
                Maturities of Lease Liabilities Due Under Lease                  
                Agreements (Detail)                                              
54: R42         Income Taxes - Additional Information (Detail)      HTML     69K 
55: R43         Income Taxes - Schedule of Domestic and Foreign     HTML     29K 
                Components of Loss Before Income Taxes (Detail)                  
56: R44         Income Taxes - Reconciliation of Federal Statutory  HTML     39K 
                Income Tax Rate (Detail)                                         
57: R45         Income Taxes - Schedule of Net Deferred Tax Assets  HTML     51K 
                (Detail)                                                         
58: R46         Income Taxes - Summary of Changes in the Valuation  HTML     24K 
                Allowance for Deferred Tax Assets (Detail)                       
60: XML         IDEA XML File -- Filing Summary                      XML    111K 
63: XML         XBRL Instance -- lrmr-20231231_htm                   XML   1.60M 
59: EXCEL       IDEA Workbook of Financial Report Info              XLSX    122K 
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                Linkbases Document -- lrmr-20231231                              
61: JSON        XBRL Instance as JSON Data -- MetaLinks              457±   705K 
62: ZIP         XBRL Zipped Folder -- 0000950170-24-031529-xbrl      Zip   1.36M 


‘EX-97.1’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EX-97.1  

 

LARIMAR THERAPEUTICS, INC.

COMPENSATION RECOVERY POLICY

Adopted as of September 21, 2023

Larimar Therapeutics, Inc., a Delaware corporation (the “Company”), has adopted this Compensation Recovery Policy (this “Policy”) as described below.

1. Overview

This Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from Covered Persons (as defined below) in accordance with rules issued by the United States Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Exchange. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in Section 3 below.

2. Compensation Recovery Requirement

In the event the Company is required to prepare a Financial Restatement, the Company shall recover reasonably promptly all Erroneously Awarded Compensation with respect to such Financial Restatement.

3. Definitions

a.
Applicable Recovery Period” means the three completed fiscal years immediately preceding the Restatement Date for a Financial Restatement. In addition, in the event the Company has changed its fiscal year: (i) any transition period of less than nine months occurring within or immediately following such three completed fiscal years shall also be part of such Applicable Recovery Period and (ii) any transition period of nine to 12 months will be deemed to be a completed fiscal year.
b.
Applicable Rules” means any rules or regulations adopted by the Exchange pursuant to Rule 10D-1 under the Exchange Act and any applicable rules or regulations adopted by the SEC pursuant to Section 10D of the Exchange Act.
c.
Board” means the Board of Directors of the Company.
d.
Committee” means the Compensation Committee of the Board or, in the absence of such committee, a majority of independent directors serving on the Board.
e.
Covered Person” means any Executive Officer. A person’s status as a Covered Person with respect to Erroneously Awarded Compensation shall be determined as of the time of receipt of such Erroneously Awarded Compensation regardless of the person’s current role or status with the Company (e.g., if a person began service as an Executive Officer after the beginning of an Applicable Recovery Period, that person would not

 

 

 


 

be considered a Covered Person with respect to Erroneously Awarded Compensation received before the person began service as an Executive Officer, but would be considered a Covered Person with respect to Erroneously Awarded Compensation received after the person began service as an Executive Officer where such person served as an Executive Officer at any time during the performance period for such Erroneously Awarded Compensation).
f.
Effective Date” means October 2, 2023.
g.
Erroneously Awarded Compensation” means the amount of any Incentive-Based Compensation received by a Covered Person on or after the Effective Date and during the Applicable Recovery Period that exceeds the amount that otherwise would have been received by the Covered Person had such compensation been determined based on the restated amounts in a Financial Restatement, computed without regard to any taxes paid. Calculation of Erroneously Awarded Compensation with respect to Incentive-Based Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in a Financial Restatement, shall be based on a reasonable estimate of the effect of the Financial Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was received, and the Company shall maintain documentation of the determination of such reasonable estimate and provide such documentation to the Exchange in accordance with the Applicable Rules. Incentive-Based Compensation is deemed received, earned or vested when the Financial Reporting Measure is attained, not when the actual payment, grant or vesting occurs.
h.
Exchange” means the Nasdaq Stock Market LLC.
i.
An “Executive Officer” means any person who served the Company in any of the following roles at any time during the performance period applicable to Incentive-Based Compensation such person received during service in such role: the president, principal financial officer, principal accounting officer (or if there is no such accounting officer the controller), any vice president in charge of a principal business unit, division, or function (such as sales, administration or finance), any other officer who performs a policy making function, or any other person who performs similar policy making functions for the Company. Executive officers of parents or subsidiaries of the Company may be deemed executive officers of the Company if they perform such policy making functions for the Company.
j.
Financial Reporting Measures” mean measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, any measures that are derived wholly or in part from such measures

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(including, for example, a non-GAAP financial measure), and stock price and total shareholder return.
k.
Incentive-Based Compensation” means any compensation provided, directly or indirectly, by the Company or any of its subsidiaries that is granted, earned, or vested based, in whole or in part, upon the attainment of a Financial Reporting Measure.
l.
A “Financial Restatement” means a restatement of previously issued financial statements of the Company due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required restatement to correct an error in previously-issued financial statements that is material to the previously-issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
m.
Restatement Date” means, with respect to a Financial Restatement, the earlier to occur of: (i) the date the Board, a committee of the Board or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare the Financial Restatement or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare the Financial Restatement.

4. Exception to Compensation Recovery Requirement

The Company may elect not to recover Erroneously Awarded Compensation pursuant to this Policy if the Committee determines that recovery would be impracticable, and one or more of the following conditions, together with any further requirements set forth in the Applicable Rules, are met: (i) the direct expense paid to a third party, including outside legal counsel, to assist in enforcing this Policy would exceed the amount to be recovered, and the Company has made a reasonable attempt to recover such Erroneously Awarded Compensation; or (ii) recovery would likely cause an otherwise tax-qualified retirement plan to fail to be so qualified under applicable regulations.

7. Tax Considerations

To the extent that, pursuant to this Policy, the Company is entitled to recover any Erroneously Awarded Compensation that is received by a Covered Person, the gross amount received (i.e., the amount the Covered Person received, or was entitled to receive, before any deductions for tax withholding or other payments) shall be returned by the Covered Person.

8. Method of Compensation Recovery

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The Committee shall determine, in its sole discretion, the method for recovering Erroneously Awarded Compensation hereunder, which may include, without limitation, any one or more of the following:

a.
requiring reimbursement of cash Incentive-Based Compensation previously paid;
b.
seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards;
c.
cancelling or rescinding some or all outstanding vested or unvested equity-based awards;
d.
adjusting or withholding from unpaid compensation or other set-off;
e.
cancelling or offsetting against planned future grants of equity-based awards; and/or
f.
any other method permitted by applicable law or contract.

Notwithstanding the foregoing, a Covered Person will be deemed to have satisfied such person’s obligation to return Erroneously Awarded Compensation to the Company if such Erroneously Awarded Compensation is returned in the exact same form in which it was received; provided that equity withheld to satisfy tax obligations will be deemed to have been received in cash in an amount equal to the tax withholding payment made.

9. Policy Interpretation

This Policy shall be interpreted in a manner that is consistent with the Applicable Rules and any other applicable law. The Committee shall take into consideration any applicable interpretations and guidance of the SEC in interpreting this Policy, including, for example, in determining whether a financial restatement qualifies as a Financial Restatement hereunder. To the extent the Applicable Rules require recovery of Incentive-Based Compensation in additional circumstances besides those specified above, nothing in this Policy shall be deemed to limit or restrict the right or obligation of the Company to recover Incentive-Based Compensation to the fullest extent required by the Applicable Rules.

10. Policy Administration

This Policy shall be administered by the Committee. The Committee shall have such powers and authorities related to the administration of this Policy as are consistent with the governing documents of the Company and applicable law. The Committee shall have full power and authority to take, or direct the taking of, all actions and to make all determinations required or provided for under this Policy and shall have full power and authority to take, or direct the taking of, all such other actions and make all such other determinations not inconsistent with the specific terms and

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provisions of this Policy that the Committee deems to be necessary or appropriate to the administration of this Policy. The interpretation and construction by the Committee of any provision of this Policy and all determinations made by the Committee under this policy shall be final, binding and conclusive.

11. Compensation Recovery Repayments not Subject to Indemnification

Notwithstanding anything to the contrary set forth in any agreement with, or the organizational documents of, the Company or any of its subsidiaries, Covered Persons are not entitled to indemnification for Erroneously Awarded Compensation or for any claim or losses arising out of or in any way related to Erroneously Awarded Compensation recovered under this Policy.

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:3/14/248-K
For Period end:12/31/23
10/2/23
9/21/23
 List all Filings 


2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/14/24  Larimar Therapeutics, Inc.        S-8         3/14/24    4:75K                                    Donnelley … Solutions/FA
 3/14/24  Larimar Therapeutics, Inc.        S-8         3/14/24    4:79K                                    Donnelley … Solutions/FA


17 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/10/23  Larimar Therapeutics, Inc.        10-Q        6/30/23   52:7.4M                                   Donnelley … Solutions/FA
 3/14/23  Larimar Therapeutics, Inc.        10-K       12/31/22   64:10M                                    Donnelley … Solutions/FA
 2/07/23  Larimar Therapeutics, Inc.        8-K:8,9     2/07/23   11:173K                                   Donnelley … Solutions/FA
 8/11/22  Larimar Therapeutics, Inc.        10-Q        6/30/22   56:6.9M                                   Donnelley … Solutions/FA
 5/10/21  Larimar Therapeutics, Inc.        10-Q        3/31/21   58:6.1M                                   ActiveDisclosure/FA
 3/04/21  Larimar Therapeutics, Inc.        10-K       12/31/20   67:7.9M                                   ActiveDisclosure/FA
10/30/20  Larimar Therapeutics, Inc.        8-K:1,9    10/27/20    2:433K                                   Donnelley … Solutions/FA
 9/29/20  Larimar Therapeutics, Inc.        8-K:5,9     9/29/20    3:112K                                   Donnelley … Solutions/FA
 8/14/20  Larimar Therapeutics, Inc.        10-Q        6/30/20   66:6.2M                                   ActiveDisclosure/FA
 8/06/20  Larimar Therapeutics, Inc.        8-K:5,7,9   7/31/20    3:7.6M                                   Donnelley … Solutions/FA
 6/26/20  Larimar Therapeutics, Inc.        S-3                    5:400K                                   Donnelley … Solutions/FA
 6/26/20  Larimar Therapeutics, Inc.        S-8         6/26/20    5:132K                                   Donnelley … Solutions/FA
 6/02/20  Larimar Therapeutics, Inc.        8-K:1,2,3,5 5/28/20   10:678K                                   Donnelley … Solutions/FA
 3/09/20  Larimar Therapeutics, Inc.        8-K:1,9     3/06/20    2:48K                                    Donnelley … Solutions/FA
12/18/19  Larimar Therapeutics, Inc.        8-K:1,3,5,812/17/19    5:7.6M                                   Donnelley … Solutions/FA
 5/09/19  Larimar Therapeutics, Inc.        10-Q        3/31/19   58:6.3M                                   ActiveDisclosure/FA
 6/24/14  Larimar Therapeutics, Inc.        8-K:5,9     6/18/14    3:139K                                   Donnelley … Solutions/FA
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