UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant ☒

Filed by a Partyparty other than the Registrant ☐

Check the appropriate box:

Larimar Therapeutics, Inc.

(Name of Registrant as Specified Inin Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

Three Bala Plaza East, Suite 506

Bala Cynwyd, PA 19004

2023 ANNUAL MEETING OF STOCKHOLDERS

To be Held on May 9, 2023

April 11, 2023

Dear Stockholders:

We are pleased to invite you to attend the 2023 Annual Meeting of Stockholders of Larimar Therapeutics, Inc. (the “Annual Meeting”), which will be held at 9:30 a.m., Eastern Time, on Tuesday, May 9, 2023. The Annual Meeting will be held in a virtual meeting format only. Stockholders will not be able to attend the Annual Meeting physically. We believe that the virtual meeting format enables stockholders to attend and participate from any location around the world at no cost, provides for cost savings to Larimar Therapeutics, Inc. (the “Company”) and our stockholders and reduces the environmental impact of our Annual Meeting. The Annual Meeting can be accessed via the Internet at: meetnow.global/MD7Q9WF.

Details regarding the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of 2023 Annual Meeting of Stockholders (the “Notice”) and 2023 Annual Meeting Proxy Statement (the “Proxy Statement”). Other than the proposals described in the Proxy Statement, the Board of Directors is not aware of any other matters to be presented for a vote at the Annual Meeting.

Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, we encourage you to vote as soon as possible to ensure that your shares are represented. Information about voting methods is set forth in the accompanying Notice and Proxy Statement.

If you have any questions with respect to voting, please call our Chief Financial Officer and Secretary, Michael Celano, at 484-414-2715.

Thank you for your continued confidence in our Company. We look forward to your participation at the meeting.

Sincerely,

THIS PROXY STATEMENT AND ENCLOSED PROXY CARD ARE

FIRST BEING MAILED ON OR ABOUT APRIL 11, 2023.

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

To be Held on May 9, 2023

Dear Stockholders:

NOTICE IS HEREBY GIVEN that the 2023 Annual Meeting of Stockholders of Larimar Therapeutics, Inc. (the “Annual Meeting”) will be held as a virtual meeting on Tuesday, May 9, 2023, at 9:30 a.m. Eastern Time. We are holding the meeting for the purpose of considering and acting upon:

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of 2023 Annual Meeting of Stockholders (the “Notice”).

MEETING INFORMATION

TABLEIMPORTANT NOTICE REGARDING AVAILABILITY OF CONTENTSPROXY MATERIALS. This Proxy Statement and the proxy card are being mailed to our stockholders on or about April 11, 2023. In accordance with the rules of the Securities and Exchange Commission, we are advising our stockholders of the availability on the Internet of our proxy materials related to our forthcoming Annual Meeting. Because we have elected to utilize the “full set delivery” option, we are delivering to all stockholders paper copies of all of the proxy materials, as well as providing access to those proxy materials on a publicly accessible website. This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 are available to beneficial holders of our common stock at http://www.edocumentview.com/LRMR and to record holders of our common stock at http://www.envisionreports.com/LRMR.

To assist you in reviewing this year’s proposals, we call your attention to the following proxy summary. This summary highlights information contained elsewhere in this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Annual Report”). This summary does not contain all of the information you should consider, and we encourage you to read this Proxy Statement and the 2022 Annual Report carefully before voting.

2023 Annual Meeting of Stockholders

Summary of Stockholder Voting Matters

Our Director Nominees

You are being asked to vote on the election of Frank Thomas, Carole S. Ben-Maimon, M.D. and Joseph Truitt as Class III directors, each to serve for a three-year term expiring at our 2026 Annual Meeting of Stockholders.

Peter Barrett, Ph.D. currently serves as a Class I director of our Board of Directors (the “Board”) with a term expiring at our 2024 Annual Meeting of Stockholders. Dr. Barrett has tendered his resignation and his service as a member of our Board will end effective as of the date of the Annual Meeting. After careful consideration, we have elected to reduce the size of our Board from six to five directors, effective as of the date of the Annual Meeting. Our Board is divided into three classes, each of which has a three-year term. Class I consists of two directors and will be reduced to one director following the Annual Meeting, Class II consists of one director and Class III consists of three directors.

The term of office of our Class III directors expires at the Annual Meeting. We are nominating Frank Thomas, Carole S. Ben-Maimon, M.D. and Joseph Truitt for re-election at the Annual Meeting to serve until the 2026 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 three nominees receiving the most 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 proxies will be voted FOR the election of Mr. Thomas, Dr. Ben-Maimon and Mr. Truitt. Each nominee has agreed to serve as a director if elected, and we have no reason to believe that any nominee will be unable to serve.

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CORPORATE GOVERNANCE HIGHLIGHTS

The following table summarizes our current Board structure and key elements of our corporate governance framework:

RECENT CORPORATE HIGHLIGHTS

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PROXY STATEMENT

FOR A SPECIAL MEETING OF STOCKHOLDERS

To be held on September 29, 2020

PROXY STATEMENT

TheThis Proxy Statement, with the enclosed proxy card, is solicited on behalfbeing furnished to stockholders of Larimar Therapeutics, Inc. (the “Company”) in connection with the solicitation by our boardBoard of directors (the “Board”) for useproxies to be voted at our SpecialAnnual Meeting of Stockholders (the “Special Meeting”) and at any adjournmentpostponements or postponementadjournments thereof. The SpecialAnnual Meeting will be held on Tuesday, May 9, 2023, at 9:30 a.m., Eastern Time via the Internet at meetnow.global/MD7Q9WF.

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ATTENDING THE ANNUAL MEETING

The Annual Meeting will be conducted virtually via live webcast, on Tuesday, September 29, 2020 at 9:00 a.m., Eastern Time. The meeting can be accessed by visiting www.meetingcenter.io/202792612. Thereand there will be no physical location for stockholders to attend.

In this Proxy Statement, we refer to Larimar Therapeutics, Inc. as “Larimar,” the “Company,” “we,” “us,” and “our.”

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS

FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 29, 2020:

This proxy statement and the proxy card are being furnished to our stockholders on or about August 19, 2020. This Notice of Special Meeting of Stockholders and Proxy Statement are available to holders of our common stock at

www.envisionreports.com/LRMR.

General Information

Our Special Meeting willnot be a completely virtual meeting. There will be no physical meeting location. The meeting will only be conducted via live webcast. We have adopted a virtual format for the SpecialAnnual Meeting to make participation accessible forprovide a consistent experience to all stockholders from any geographic location with Internet connectivity.regardless of location. We have workeddesigned the Annual Meeting to offerprovide substantially the same participation opportunities to participate as you would be providedhave at an in-person meeting, while further enhancingincluding the online experience availableability to all stockholders regardless of their location.vote.

To participate in the virtual meeting, visit www.meetingcenter.io/202792612meetnow.global/MD7Q9WF. The password for the meeting is LRMR2020. You will need to enter the 16-digit control number included on your Notice or on your proxy card. The meeting will begin promptly at 9:0030 a.m., Eastern Time on September 29, 2020.Tuesday, May 9, 2023. We encourage you to access the meeting prior to the start time leaving ample time for the check in.

If your shares are held in “street name,” you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest” but you will not be able to vote, ask questions or access the list of stockholders as of the Record Date.

The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. ParticipantsYou should ensure that theyyou have a strong WiFi connection wherever theyyou intend to participate in the meeting. ParticipantsYou should also give themselvesyourself plenty of time to log in prior to the start of the meeting.

AtPROXY SOLICITATION

Our Board is soliciting your vote on matters that will be presented at the SpecialAnnual Meeting our stockholders will consider and vote upon the following proposal:

1.     Approve the Larimar Therapeutics, Inc. 2020 Equity Incentive Plan (the “2020 Plan”) and certain conditional grants thereunder.

MAIL

INTERNET

PHONE

ONLINE AT THE MEETING

Mailing your signed     proxy card or voter instruction card.

Using the Internet at     www.envisionreports.com/LRMR

Calling toll-free from the   United States, U.S. territories and Canada to 1-800-652-8683

You can vote at the meeting at meetnow.global/MD7Q9WF

HOW YOUR SHARES WILL BE VOTED

In each case, your shares will entitle the holder of such sharebe voted as of such time to one vote onyou instruct. If you return a signed card, but do not provide voting instructions, your shares will be voted FOR each of the proposals presented atproposals. If you are the Special Meeting. Theserecord holder of your shares, include sharesyou may revoke or change your vote any time before the proxy is exercised. To do so, you must do one of the following:

If your shares are held for you in “street name” through aby your broker, bank or other nominee.

Meeting Attendance

Allholder of our stockholdersrecord as of the close of business on the Record Date may attend the Special Meeting.

Quorum

Stockholders representing a majority ofnominee or agent (i.e., the shares of common stock outstanding as of the Record Date, either present or represented by proxy, will constitute a quorumare held in “street name”), and you wish to vote at the Special Meeting. A quorum is necessaryAnnual Meeting, you should follow the instructions provided by your broker, bank or other holder of record in order to conductobtain a proxy form from the Specialinstitution that holds your shares.

Deadline for Voting. The deadline for voting by telephone or Internet, other than by virtually attending the Annual Meeting, is 11:59 p.m. Eastern Time on May 8, 2023. If you are a registered stockholder and virtually attend the Annual Meeting, you may deliver your vote online during the Annual Meeting. Proxies received but marked as abstentions will be counted towards a quorum.

BROKER VOTING AND VOTES REQUIRED FOR EACH PROPOSAL

If your shares are held in “street name”a stock brokerage account or by youra bank brokerage firm or other nominee and you do not instruct your bank, brokerage firm or other nominee how to vote your shares, your bank, brokerage firm or other nominee will not have authority to vote on your behalf with respect to the proposal, and your shares will not be counted for purposesholder of determining whether a quorum exists. If less than a quorum is present at the Special Meeting, consistent with our bylaws, the presiding officer of the Special Meeting, or the holders of a voting stock representing a majority of the voting power present by attendance at the Special Meeting or represented by proxy, may adjourn the Special Meeting to a later date.

How to Vote

For the Proposal, you may either vote “FOR” or “AGAINST” or abstain from voting.

The procedures for voting are as follows:

Stockholder of Record: Shares Registered in Your Name

If, on the Record Date, your shares were registered directly in your name with the transfer agent for our common stock, Computershare Trust Company, N.A., thenrecord, you are considered the stockholder of record with

QUORUM

We must have a quorum to conduct business at the Annual Meeting. A quorum consists of the presence at the Annual Meeting, either attending the meeting virtually or represented by proxy, of the holders of a majority of the outstanding shares of our common stock entitled to vote. For the purpose of establishing a quorum, abstentions, including brokers holding customers’ shares of record who cause abstentions to be recorded at the meeting, and broker non-votes are considered stockholders who are present and entitled to vote, and count toward the quorum. If there is no quorum, the holders of a majority of shares virtually attending the Annual Meeting or represented by proxy or the presiding officer of the meeting may adjourn the Annual Meeting to another date.

PROXY SOLICITATION COSTS

We pay the cost of soliciting proxies. Proxies will be solicited on behalf of the Board by mail, telephone, and other electronic means or in person. Directors and employees will not be paid any additional compensation for soliciting proxies. We may reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

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Proxy Solicitation CostsOur Board has nominated Frank Thomas, Carole S. Ben-Maimon, M.D. and Joseph Truitt for re-election as Class III directors at our Annual Meeting to hold office until our 2026 Annual Meeting of Stockholders.

All costsOur Board is the Company’s ultimate decision-making body, except with respect to those matters reserved to the stockholders. Our Board selects the members of solicitationour senior management team, who in turn are responsible for the day-to-day operations of proxiesthe Company. Our Board acts as an advisor and counselor to senior management and oversees its performance.

Our Board is divided into three classes, with each class holding office for a three-year term. Frank Thomas, Carole S. Ben-Maimon, M.D. and Joseph Truitt, current Class III directors, have been nominated by our Board for re-election at the Annual Meeting for three-year terms that will expire at our 2026 Annual Meeting of Stockholders and until their successors, if any, are elected or appointed, or their earlier death, resignation, or removal. 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 bornecast for his or her replacement.

Peter Barrett, Ph.D. currently serves as a Class I director of our Board with a term expiring at our 2024 Annual Meeting of Stockholders. Dr. Barrett has tendered his resignation and his service as a member of our Board will end effective as of the date of the Annual Meeting. After careful consideration, we have elected to reduce the size of our Board from six to five directors, effective as of the date of the Annual Meeting.

BOARD STRUCTURE AND COMPOSITION

The Nominating and Corporate Governance Committee is responsible for recommending the composition and structure of our Board and for developing criteria for Board membership. The Nominating and Corporate Governance Committee regularly reviews director competencies, qualities, and experiences, with the goal of ensuring that our Board is comprised of an effective team of directors who function collegially and who can apply their experience toward meaningful contributions to our business strategy and oversight of our performance, risk management, organizational development and succession planning.

Our Amended and Restated Bylaws (the “Bylaws”) provide that the number of members of our Board shall be fixed by us.the Board from time to time. Our Board is currently fixed at six members. However, as described above, after careful consideration we have elected to reduce the size of our Board from six to five directors following Dr. Barrett’s departure from our Board, effective as of the date of the Annual Meeting. Our Board is divided into three classes with staggered three-year terms. The Nominating and Corporate Governance Committee is responsible for identifying individuals that it believes are qualified to become Board members.

CRITERIA FOR BOARD MEMBERSHIP

The Nominating and Corporate Governance Committee considers certain criteria in identifying director nominees. Important general criteria and considerations for Board membership include:

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The Nominating and Corporate Governance Committee also considers, on an ongoing basis, the background, experience and skills of the incumbent directors that are important to our current and future business needs, including, among others, the combined mix of experience in the following areas: finance, executive management, the formation and development of start-up companies in the life sciences industry, public company governance and management and biopharmaceutical product development/commercialization.

In recruiting and selecting Board candidates, the Nominating and Corporate Governance Committee considers the size of the Board and the skills of the candidates. The Nominating and Corporate Governance Committee reviews the professional experience and qualifications of each Board member and candidate to determine whether a particular Board member or candidate possesses the necessary skills and/or other attributes to qualify him or her for service on a particular committee. The Nominating and Corporate Governance Committee also considers a wide range of additional factors including other positions the director or candidate holds, including other boards of directors on which he or she serves, and the independence of each director and candidate, to ensure that a substantial majority of the Board is independent. While the Company does not have a formal policy on Board diversity, the Nominating and Corporate Governance Committee considers the value of diversity on the Board in evaluating director nominees. Accordingly, the Nominating and Corporate Governance Committee’s evaluation of director nominees includes consideration of their ability to contribute to the diversity of personal and professional experiences, opinions, perspectives, and backgrounds on the Board.

Potential Director Candidates

On an ongoing basis, the Nominating and Corporate Governance Committee considers potential director candidates identified on its own initiative, as well as candidates referred or recommended to it by other directors, members of management, search firms, stockholders and others (including individuals seeking to join the Board). Stockholders who wish to recommend candidates may contact the Nominating and Corporate Governance Committee in the manner described in “Stockholder Communications to the Board.” Stockholder nominations must be made according to the procedures required under our Bylaws and described in this Proxy Statement under the heading “Requirements for Submission of Stockholder Proposals for Next Year’s Annual Meeting.” Stockholder-recommended candidates and stockholder nominees whose nominations comply with these procedures and who meet the criteria referred to above will be evaluated by the Nominating and Corporate Governance Committee in the same manner as the Nominating and Corporate Governance Committee’s nominees.

BOARD DIVERSITY

Board diversity and inclusion is critical to the success of our Company. While we do not have a formal policy on Board diversity, the Board is committed to building a Board that consists of the optimal mix of skills, expertise, and diversity so that the Board is capable of effectively overseeing the execution of our business and meeting the Company’s evolving needs, with diversity reflecting gender, age, race, ethnicity, sexual orientation, background, professional experience and perspectives. The Nominating and Corporate Governance Committee considers the value of diversity on the Board in evaluating director candidates. Accordingly, the Nominating and Corporate Governance Committee’s evaluation of director nominees includes consideration of their ability to contribute to the diversity of personal and professional experiences, opinions, perspectives and backgrounds on the Board.

As presently constituted, the Board represents a deliberate mix of members who have a deep understanding of our business as well as members who have different skill sets and points of view. The matrix below summarizes the self-identified gender and demographic background statistics for our Board. Each of the categories listed in the matrix below has the meaning given to it in Nasdaq Listing Rule 5605(f).

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BOARD OVERSIGHT OF COMPANY CULTURE AND ENVIRONMENTAL, SOCIAL AND GOVERNANCE HIGHLIGHTS

Our Board is committed to fostering a strong culture of compliance and ethical conduct and has structured its committees and their activities to support its commitment. Our Board supports management’s promotion of a corporate culture of integrity, ethical behavior and compliance with laws and regulations and for ensuring that the Company’s culture and its strategy are aligned. Our Board expects all directors, as well as officers and employees, to conduct themselves in a manner consistent with our Code of Business Conduct and Ethics (the “Code of Conduct”) and our values. Our Board believes that a strong culture of integrity, ethics and compliance is fundamental to the conduct of the Company’s business, and is necessary for effective risk management, maintaining investor trust, and successful corporate governance.

We believe corporate responsibility is essential for good governance because it strengthens the accountability of our Board and management team. We view Environmental, Social and Governance (“ESG”) initiatives as long-term value drivers for the Company and our stockholders. Our focus on, and commitment to ESG initiatives, is tied to our belief that achieving and sustaining business excellence goes hand-in-hand with strong corporate leadership and stewardship. Our Board is primarily responsible for overseeing our corporate strategy, which includes the oversight of ESG matters that impact our business and related risks.

The following is a summary of our current ESG policies and practices:

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In each of the director nominee and continuing director biographies that follow, we highlight the specific experience, qualifications, attributes and skills that led the Board to conclude that the director nominee or continuing director should serve on our Board at this time.

DIRECTOR NOMINEES

CLASS III DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE IN 2026

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. 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.

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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 Therapeutics, Inc. (“Chondrial”), with which we completed a business combination with in 2020, and as a member of the Chondrial Board 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.

Joseph Truitt has served as a member of the Board since May 2020. Mr. Truitt currently serves as the Chief Executive Officer of iECURE, Inc., a gene editing company, and is on the Board of CodeBio, a gene therapy development company. 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.

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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.

CONTINUING DIRECTORS

CLASS I DIRECTORS —  TERMS EXPIRING AT THE 2024 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. He currently serves on the board of directors of ARS Pharmaceuticals, Inc., a publicly traded biopharmaceutical company. Mr. Leff also previously served on the boards of several other publicly-traded biotechnology and pharmaceutical companies, including Proteon Therapeutics, Inc. from 2017 to 2019, AveXis, Inc. from 2014 to 2017 and Nivalis Therapeutics, Inc. from 2014 to 2016. 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.

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 (the “Chondrial Board”) 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

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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.

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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 (the “Certificate”), 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.”

BOARD INDEPENDENCE

Our Board has determined that each of our current directors, with the exception of Dr. Ben-Maimon, and each former director who served as a member of the Board during the last fiscal year are “independent” directors, as defined under the rules of Nasdaq. In making such determination, the Board considered the relationships that each such non-employee director has with the Company and all other facts and circumstances that the Board deemed relevant in determining their independence, including the beneficial ownership of our common stock by each non-employee director. In considering the independence of the directors listed above, the Board also considered the association of each non-employee director with the holders of more than 5% of our common stock. Our independent directors generally meet in executive session at each regularly scheduled Board meeting.

BOARD LEADERSHIP STRUCTURE

Currently, our leadership structure separates the offices of CEO and Chairperson of the Board with Dr. Ben-Maimon serving as our CEO and Mr. Truitt serving as Chairperson of the Board. Separating these positions allows the CEO to focus on day-to-day business, while allowing the Chairperson of the Board to lead the Board in its fundamental role of providing advice to, and independent oversight of, management. The Board recognizes the time, effort and energy that the CEO must devote to her position in the current business environment, as well as the commitment required to serve as Chairperson of the Board, particularly as the Board’s oversight responsibilities continue to grow. The Board believes it is important to retain its flexibility to allocate the responsibilities of the officers of Chairperson of the Board and CEO in any way that is in the best interest of the Company at a given point in time. Our Board believes that the separation of the positions of CEO and Chairperson of the Board reinforces the independence of the Board from management, creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness of our Board as a whole. Although our Bylaws do not require the Chairperson of the Board and CEO positions to be separate, the Board believes that having separate positions is the appropriate leadership structure for the Company currently. The Nominating and Corporate Governance Committee periodically evaluates our Board leadership structure and whether its leadership structure is appropriate to effectively address the specific needs of our business and the long-term interests of our stockholders.

BOARD COMMITTEES

Our Board has established various Committees to assist in discharging its duties: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each member of our Committees is an “independent director” as that term is defined by the SEC and Nasdaq. The primary responsibilities of each of the Committees and the Committee memberships are provided below under the section entitled “Board Attendance, Committee Meetings and Committee Membership.”

Each of the Committees has the authority, as its members deem appropriate, to engage legal counsel or other experts or consultants in order to assist the Committee in carrying out its responsibilities.

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RISK MANAGEMENT

While the Board has the ultimate oversight responsibility for the risk management process, including monitoring and assessing strategic risk exposure, its Committees oversee risk in certain specified areas. Pursuant to its charter, the Audit Committee oversees management of financial reporting, compliance and litigation risks, including risks related to our insurance, information technology, cybersecurity, human resources and regulatory matters, as well as the steps management has taken to monitor and control such exposures. The Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation policies, plans and arrangements and the extent to which those policies or practices increase or decrease risk for the Company, while the Nominating and Corporate Governance Committee manages risks associated with the independence of the Board, potential conflicts of interest and the effectiveness of the Board.

EVALUATING BOARD EFFECTIVENESS

The Board, led by the Nominating and Corporate Governance Committee, is committed to continuous improvement and believes annual self-evaluations are an important tool for evaluating effectiveness. It conducts an annual self-evaluation of the Board, which is presented to the Board for discussion. In addition, each committee conducts an annual self-assessment in a review process similar to these proxy materials,that used by the Board.

CODE OF CONDUCT

We have a written Code of Conduct that applies to our directors, officers and employees, without additional remuneration, may also solicit proxies by telephone, email, personal solicitationincluding our principal executive officer, principal financial officer, principal accounting officer or by other meanscontroller, or persons performing similar functions. The Code of communication. Brokers, custodiansConduct covers fundamental ethical and fiduciaries will be requested to forward proxy soliciting material to beneficial owners,compliance-related principles and we will reimburse thempractices such as accurate accounting records and financial reporting, avoiding conflicts of interest, the protection and use of our property and information and compliance with legal and regulatory requirements. The Code of Conduct and any amendments thereto, or any waivers of its requirements, are disclosed on our website at www.larimartx.com under “Investors – Corporate Governance.”

DIRECTOR ORIENTATION AND CONTINUING EDUCATION

Our director orientation and continuing education programs familiarize new directors with the Company’s businesses, strategies, and policies, and assists new directors in developing the skills and knowledge required for their out-of-pocket expenses in connection therewith.service on the Board. From time to time, management advises, or invites outside experts to attend Board meetings to advise, the Board on its responsibilities, management’s responsibilities, developments relevant to corporate governance and best corporate practices. Additionally, Board members may attend, and are encouraged to attend, accredited director education programs at the Company’s expense.

Under applicable regulationsCORPORATE GOVERNANCE GUIDELINES

We have a written set of Corporate Governance Guidelines that are designed to help ensure effective corporate governance of our Company. Our Corporate Governance Guidelines cover topics including, but not limited to, the size and composition of the SEC, our directorsBoard, Board membership criteria, director qualifications and certain of our officers may be deemed to be “participants” in the solicitation of proxies by ourduties, Board in connectioncommittees, director compensation and director communications with the Special Meeting.

Delivery of Proxy Statement

If you receive more than one set of materials, your shares are registered in more than one name or are registered in different accounts. In order to vote all the shares you own, you must either sign and return all of the proxy cards or follow the instructions for any alternative voting procedure on each of the proxy cards.

Electronic Availability of Proxy Materialsthird parties. Succession planning for the Special Meeting

This Proxy StatementBoard is available electronically at www.envisionreports.com/LRMR.

Overview

We are seeking your approval

During 2022, our Board held eleven meetings, our Audit Committee held five meetings, our Compensation Committee held four meetings and our Nominating and Corporate Governance Committee held two meetings. Each director attended at least 75% of the Larimar Therapeutics, Inc. 2020 Equity Incentive Plan (“2020 Plan”)meetings of the Board and certain conditional grants thereunder (this “Proposal”).meetings of each Committee on which he or she served during 2022.

Directors are encouraged, but not required, to attend our annual stockholder meetings. Six of our then serving directors attended the 2022 Annual Meeting of Stockholders.

Audit Committee

The Audit Committee assists the Board by providing oversight of our financial management, independent auditor, and financial reporting procedures, as well as such other matters as directed by the Board or the Audit Committee Charter.

Among other things, the Audit Committee’s responsibilities include:

The members of our Audit Committee are Mr. Thomas (chair), Mr. Hamilton and Mr. Truitt. All members of our Audit Committee are deemed “independent” and financially literate under the applicable rules and regulations of the SEC and Nasdaq. Our Board upon recommendationhas determined that each of Messrs. Thomas and Truitt qualify as an “audit committee financial expert” within the meaning of SEC regulations. This designation does not impose any duties, obligations or liabilities that are greater than are generally imposed on members of our Audit Committee and our Board.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee identifies qualified individuals for membership on the Board, recommends to the Board the director nominees to fill vacancies on the Board and to stand for election at the next annual meeting of stockholders, develops and recommends to the Board a set of corporate governance guidelines for the Board and provides oversight of the compensation committeecorporate governance affairs of the Board, as well as such other matters as directed by the Board or the Nominating and Corporate Governance Charter. Among other things, our Nominating and Corporate Governance Committee’s responsibilities include:

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The Nominating and Corporate Governance Committee is responsible for identifying individuals that the Nominating and Corporate Governance Committee believes are qualified to become Board members, as described above in the sections entitled “Board Structure and Composition” and “Criteria for Board Membership.”

The members of our Nominating and Corporate Governance Committee are Mr. Leff (chair) and Dr. Barrett. Dr. Barrett’s service as a member of our Board (“and Nominating and Corporate Governance Committee will end effective as of the date of the Annual Meeting. The Board has determined that all Nominating and Corporate Governance Committee members are independent under the listing standards of Nasdaq.

Compensation Committee”)Committee

The Compensation Committee reviews the performance and development of our management in achieving corporate goals and objectives and assures that our executive officers (including our CEO) are compensated effectively in a manner consistent with our strategy, competitive practices and stockholder interests, as well as such other matters as directed by the Board or the Compensation Committee Charter. Among other things, the Compensation Committee’s responsibilities include:

Subject to certain limitations, our Compensation Committee has delegated authority to our CEO to grant options or other stock awards to our non-executive officers. Our Compensation Committee also has the authority to form and delegate authority to one or more subcommittees as it deems appropriate from time to time under the circumstances. The Compensation Committee annually reviews the performance of each of the executive officers, including the CEO. It then determines and approves the compensation of each executive officer, other than the CEO, and determines and makes recommendations regarding the CEO’s compensation level to the Board for approval.

Radford (an operating unit of Aon plc and a widely recognized leader in gathering and analyzing industry compensation trends) serves as our independent compensation consultant for executive compensation. Radford reports directly to the Compensation Committee and provides various executive compensation services to the Compensation Committee, including advising the Compensation Committee on the principal aspects of our executive compensation program and evolving industry practices and providing market information and analysis regarding the competitiveness of our compensation program design and our award values in relation to performance. In addition, Aon, an affiliate of Radford, serves as our insurance broker for all of our commercial lines of insurance.

The members of our Compensation Committee are Mr. Truitt (Chair), approved the 2020 Plan on July 16, 2020. OurDr. Barrett and Mr. Leff. Dr. Barrett’s service as a member of our Board and Compensation Committee also approved certain equity grants to certainwill end effective as of our directors and employees, including our executive officers,the date of the Annual Meeting. The Board has determined that all Compensation Committee members are independent under the 2020 Planlisting standards of Nasdaq, and as reflected in the New Plan Benefit table on page 15that they are “non-employee directors” for purposes of this Proxy Statement (the “Conditional Grants”), which are also subject to stockholder approval. Our Board directed that the 2020 Plan and Conditional Grants be submitted to our stockholders for their approval at this Special Meeting.

Rule Principal Reasons for Approval of the 2020 Plan

In connection with the Merger, the Compensation Committee engaged Radford as its independent compensation consultant to advise Larimar on best practices for its executive compensation program, including equity compensation. With the input of Radford, the Compensation Committee developed the 2020 Plan to: (a) enable us and our affiliated companies to recruit and retain highly qualified employees, directors and consultants; (b) provide those employees, directors and consultants with an incentive for productivity; and (c) provide those employees, directors and consultants with an opportunity to share in the growth and value of Larimar. With Radford’s input, the Compensation Committee also developed the amounts and other key terms of the Conditional Grants.

If approved by our stockholders, the 2020 Plan will replace our predecessor plan, the Zafgen Inc. 2014 Stock Option and Incentive Plan, as amended (the “2014 Plan), and the 2020 Plan will become our primary plan for providing equity-based incentive compensation to our eligible employees, consultants and non-employee16b-3 directors. Outstanding awards under the 2014 Plan will remain outstanding, unchanged and subject to the terms of the 2014 Plan and the respective award agreements.

If this Proposal is not approved by our stockholders, the 2014 Plan will remain in effect and new awards may be granted thereunder. However, only 16,598 shares remain available for issuance in respect of new awards under the 2014 Plan as of July 31, 2020. Accordingly, if this Proposal is not approved by our stockholders, we will no longer be able to provide any meaningful amount of equity-based compensation to our employees, directors and consultants.

Without equity-based compensation, we would be forced to consider cash replacement alternatives to provide a market-competitive total compensation package necessary to attract, retain and motivate the employee talent critical to our future successes. These cash replacement alternatives would, among other things, reduce the cash available for investment in growth and development and cause a loss of motivation by employees to achieve superior performance over a longer period of time. Equity-based awards also directly align a portion of the compensation of our employees with the economic interests of our stockholders. If this Proposal is not approved by our stockholders, we believe our ability to attract and retain the talent we need to compete in our industry would be adversely impacted, and this could affect our long-term success.

If the 2020 Plan is not approved by stockholders on or prior to July 16, 2021, the Conditional Grants made thereunder will then expire.

Our Board recommends that our stockholders vote “FOR” approval of the 2020 Plan, including the Conditional Grants made thereunder.

STOCKHOLDER ENGAGEMENT

Connect

Engaging with investors is fundamental to herein asour commitment to good corporate governance and essential to maintaining strong corporate governance practices. Throughout the Conditional Grants)year, we seek opportunities to connect with our investors to gain and share valuable insights into current and emerging global governance trends.

Collaborate

We strive for a collaborative approach to stockholder engagement and value the variety of investors’ perspectives received, which helps deepen our understanding of their interests and motivations.

Communicate

Our goal is to communicate with our stockholders through various platforms, including via our website at www.larimartx.com, contingent onin print and in person at investor presentations or stockholder approval.

Conditional Grants to Employees. For Conditional Grants made to employees, one quarter of these options will vest on July 16, 2021 (the first anniversary of the date of grant),meetings. We view communication between our stockholders and the remainder will vest in 36 equal monthly installments thereafter, subject to the grantee’s continued service through each vesting date. The size of Conditional Grants to executive officers are identified in the table below onBoard as a person-by-persondialogue. basis. The Conditional Grants to other employees are aggregated below on the line labeled “Non-Executive Officer Employee Group.” This group includes awards to 12 employees and the number of shares subject to those awards ranges from 2,000 to 72,500 shares.

Conditional Grants to Non-Employee Directors. The Conditional Grants made to our six non-employee directors, each apply to 16,600 shares of our common stock and vest in 36 equal monthly installments, subject in each case to the grantee’s continued service through the applicable vesting date. The Conditional Grants to non-employee directors are aggregated below on the line labeled “Non-Executive Director Group.”

Each of these options has a ten (10) year term and an exercise price equal to $11.90, the fair market value of our common stock on July 16, 2020, the date of grant. The Conditional Grants may not be exercised prior to stockholder approval, and will automatically expire if they are not approved by stockholders prior to July 16, 2021.

We have designed and implemented our compensation program for our non-employee directors to attract, motivate and retain individuals who are committed to our values and goals and who have the expertise and experience that we need to achieve those goals.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

Our 2022 non-employee director compensation policy is set forth in the table below.

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, 2022.

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES

The Audit Committee works with our management in order to negotiate appropriate fees with PwC for the Company and is ultimately responsible for approving those fees. The following is a summary and description of fees for services provided by PwC in 2022 and 2021:

The primary purpose of the Audit Committee is to assist the Board in its general oversight of the Company’s financial reporting process.

Management is primarily responsible for the preparation, presentation, and integrity of the Company’s consolidated financial statements, accounting and financial reporting principles, internal controls and procedures designed to ensure compliance with accounting standards, applicable laws, and regulations. The Company’s independent registered public accounting firm for the fiscal year 2022, PwC, is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those consolidated financial statements with generally accepted accounting principles.

The Audit Committee has reviewed and discussed the audited consolidated financial statements contained in the Company’s 2022 Annual Report with management and PwC. The Audit Committee has discussed with PwC the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. In addition, PwC has provided the Audit Committee with the written disclosures and the letter required by the applicable requirements of the PCAOB regarding PwC’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with PwC its independence.

The Audit Committee also considered whether the independent registered public accounting firm’s provision of non-audit services to the Company is compatible with the auditor’s independence. The Audit Committee has concluded that the independent registered public accounting firm is independent from the Company and its management. Based on the considerations and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the Company’s 2022 Annual Report.

Audit Committee

Frank Thomas (Chair)

Thomas E. Hamilton

Joseph Truitt

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The following table sets forth the name, age and position of each of our executive officers as of the date of this Proxy Statement:

Carole S. Required VoteBen-Maimon, M.D. — For biographical information for Carole S. Ben-Maimon, M.D., see “Board of Directors — Director Nominees.”

Michael Celano has served as our Chief Financial Officer since May 2020 and as our Secretary since April 2021. Prior to joining the Company, Mr. Celano served as the Chief Financial Officer of The Columbus Organization, a provider of services for individuals with intellectual and developmental disabilities, since January 2020. From May 2019 to January 2020, Mr. Celano performed consulting work. From January 2018 to May 2019, Mr. Celano served as the Chief Operating Officer of Recro Pharma, Inc. (“Recro”), and from July 2016 to January 2018, Mr. Celano served as Chief Financial Officer of Recro. Between 2015 and June 2016 Mr. Celano was self-employed providing consulting services to healthcare companies. From 2013 to 2015, Mr. Celano served as Chief Financial Officer of DrugScan, Inc., a clinical laboratory services company. Prior to that, Mr. Celano served as the Chief Financial Officer of Kensey Nash Corporation, a biomaterials company, from 2009 to 2012. From 2007 to 2008, Mr. Celano also served as Chief Financial Officer for BioRexis Pharmaceutical Corporation (“BioRexis”), a biopharmaceutical company. Before joining BioRexis, Mr. Celano served as a partner with KPMG LLP (“KPMG”) where he was co-leader of its National Life Science Practice. Mr. Celano also was co-leader of the Life Science Practice for Arthur Andersen LLP before he joined KPMG. Mr. Celano previously served on the boards of directors of OraSure Technologies, Inc. (“OraSure”), a publicly-traded company specializing in point-of-care diagnostic tests and specimen collection devices, from October 2006 to November 2022, and as the chairman of the board of OraSure from April 2018 to November 2022, and Performance Health, a consumer health care product manufacturing company, from 2015 to 2016. Mr. Celano holds a B.S. in Accounting from St. Joseph’s University.

Gopi Shankar, Ph.D., MBA, FAAPShas served as our Chief Development Officer since February 2023. Before joining the Company, Dr. Shankar served as Vice President and Global Head, Biologics Development Sciences at Janssen Research & Development, Inc. (“Janssen R&D”), a pharmaceutical company of Johnson & Johnson, Inc. (“Johnson & Johnson”), where he led a global, 175-person R&D team that contributed to more than 60 combined investigational new drug applications, biologics license applications, and marketing authorization application filings from April 2018 to April 2022, after which he undertook a sabbatical from April 2022 to February 2023. Dr. Shankar worked as Senior Director and Head, Bioanalytical Sciences and Immunogenicity at Janssen R&D from May 2011 to April 2018. Prior to joining Janssen R&D, Dr. Shankar served as Director, Immune Response Assessment and Research at Centocor Research & Development, Inc., a wholly-owned subsidiary of Johnson & Johnson, from June 2007 to April 2011 where he contributed to multiple regulatory approvals and spearheaded the publication of five multi-author white papers that formed the basis of the FDA and European Medicines Agency guidance on clinical immunogenicity assessment and reporting. Dr. Shankar is a Fellow and President-elect of the American Association of Pharmaceutical Scientists (“AAPS”) and was previously awarded the AAPS Distinguished Service Award. He also received several leadership and innovation awards, including two of Johnson & Johnson’s top recognitions —the Philip B. Hoffman Research Scientist Award and the SPARK Innovation Award. Dr. Shankar holds a B.S. in Biology from Saint Mary’s University, an M.S. in Molecular and Cell Biology from Oklahoma State University, a Ph.D. in Immunology from the University of Kentucky and a MBA in Leadership & General Management from Drexel University’s LeBow College of Business.

Notice of Annual Meeting of Stockholders

The affirmative vote of the majority of votes properly cast at the Special Meeting by holders of common stock is required to approve this Proposal.

Recommendation of our Board

OUR BOARD RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE LARIMAR THERAPEUTICS, INC. 2020 PLAN AND CERTAIN CONDITIONAL GRANTS THEREUNDER, AS DESCRIBED IN THIS PROPOSAL. and 2023 Proxy Statement | 20

INTRODUCTORY NOTE REGARDING PRESENTATION OF INFORMATION

On May 28, 2020, Zafgen completedThis section discusses the Merger of Merger Sub with Chondrial. At the effective timematerial components of the Merger, the management of Zafgen was replaced with the management of Chondrial. Accordingly, we have includedexecutive compensation information with respect to Zafgen’s “namedprogram for our named executive officers” under SEC rules for 2018 and 2019 and with respect to theofficers. In 2022, our named executive officers of Chondrial that would have been “named executive officers” of Chondrial for 2019 (such executive officers are referred to as Chondrial’s named executive officers).were:

2022 SUMMARY COMPENSATION

Zafgen Summary Compensation Table TABLE

The following table sets forth information regardingconcerning the total compensation awarded to, earned by, and paidof our named executive officers during the fiscal years ended December 31, 20192022 and 2018December 31, 2021:

Elements of Compensation

The compensation of our named executive officers generally consists of base salary, annual cash bonus opportunities, long term incentive compensation in the form of equity awards and other benefits, as described below.

Base Salary

The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role, responsibilities, and contributions. For 2022, Dr. Ben-Maimon’s annual base salary rate was $527,850 and Mr. Celano’s annual base salary rate was $377,900. In January 2023, the Compensation Committee or Board, as applicable, increased Dr. Ben-Maimon’s annual base salary rate to $560,000 and Mr. Celano’s annual base salary rate to $401,000.

Annual Cash Bonus Opportunities

Each of our named executive officers’ performance-based cash bonus opportunity is expressed as a percentage of base salary that can be achieved by meeting predetermined corporate and individual who served as Zafgen’sperformance objectives. Our Compensation Committee annually approves the Chief Financial Officer’s bonus payout for the year, while the Board annually approves, upon recommendation from the Compensation Committee, the Chief Executive OfficerOfficer’s bonus payout for the year.

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The 2022 annual bonuses for Dr. Ben-Maimon and Mr. Celano were targeted at 50% and 40% of their respective base salaries. For 2022, they were eligible to earn their annual bonuses pursuant to the achievement of corporate and/or individual performance goals. These goals primarily included returning to clinic within three months of the FDA removing the clinical hold on the Company’s CTI-1601 clinical program, building a long-term manufacturing plan and completing capital raising transactions. In January 2023, the Compensation Committee approved the 2022 corporate goals at an overall achievement level of 115% due to, among other things, the FDA lifting its full clinical hold and imposing a partial clinical hold and raising $80.0 million in gross proceeds in a public offering at terms above market. Following a review of the achievement level, our Compensation Committee approved, and, in the case of Dr. Ben-Maimon, our Compensation Committee recommended and our Board approved 2022 annual cash bonus payments to each of Dr. Ben-Maimon and Mr. Celano in an amount equal to 115% of their respective target bonus amounts, totaling $304,000 and $173,832, respectively.

Equity Incentives

Our equity-based incentive awards are designed to align our interests and the two most highly-compensatedinterests of our stockholders with those of our named executive officers. Our Board or Compensation Committee, as applicable, approves equity grants. In January 2022, following a review of the achievement level of the Company’s corporate goals and objectives, our Compensation Committee approved, and, in the case of Dr. Ben-Maimon, our Compensation Committee recommended and our Board approved equity awards to each of Dr. Ben-Maimon and Mr. Celano in the amount of 182,000 and 80,000 options to purchase shares of the Company’s common stock, respectively.

In May 2022, given the change in the Company’s trading price, our Board approved equity retention awards to each of Dr. Ben-Maimon and Mr. Celano in the amount of 40,000 and 20,000 options to purchase shares of the Company’s common stock, respectively.

Each of the options will vest 25% on the first anniversary of the grant date, with the remaining 75% vesting in equal monthly installments on the last day of each of the 36 calendar months immediately following such date, subject to the grantee’s continued service through the applicable vesting dates.

Other Benefits

We currently provide broad-based welfare benefits that are available to all our employees, including our named executive officers, who were servingincluding health, dental, life, vision and disability insurance.

We do not maintain any defined benefit pension plans or nonqualified deferred compensation plans. We do maintain a 401(k) plan and our named executive officers are eligible to participate in that plan on the same terms as our other employees generally.

PLEDGING AND HEDGING POLICIES

Under the terms of our Insider Trading Policy, our executive officers and directors are prohibited from: trading in call or put options involving our securities and other derivative securities; engaging in short sales of our securities; holding our securities in a margin account, all forms of hedging or monetizing our transactions, such as zero-cost collars and forward sale contracts and pledging company securities to secure margin or other loans.

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OUTSTANDING EQUITY AWARDS AT FISCAL 2022 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, 2019. These individuals are Zafgen’s named executive officers for 2019.2022:

Zafgen Employment Agreements with Named Executive Officers

Zafgen had entered into an offer letter and severance and change in control agreements with each of Zafgen’s named executive officers in connection with their employment with Zafgen. These offer letters and severance and change in control agreements provide for “at will” employment and a double trigger for change of control.

Ben-Maimon and Celano Severance Rights

Each of Dr. Ben-Maimon’s and and Mr. Celano’s employment agreement provides that, in the event theirthe executive’s employment with Larimarthe Company ceases for any reason, then their rights in respect of outstanding equity awards will be determined in accordance with the applicable award agreements and theyhe or she will be entitled to receive any accrued, unpaid base salary and reimbursement for expenses incurred by suchthe executive, officer, but not yet reimbursed, prior to the date of termination, in accordance with our expense reimbursement policies (the “Accrued Rights”).

INTRODUCTORY NOTE REGARDING PRESENTATION OF INFORMATION

On May 28, 2020, Zafgen completedPAY VERSUS PERFORMANCE

As required by Section 953(a) of the MergerDodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Merger SubRegulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our company.

(1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Dr. Ben-Maimon (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation-Summary Compensation Table.”

(2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Dr. Ben-Maimon, as computed in accordance with Chondrial. AtItem 402(v) of Regulation S-K. The dollar amounts do not reflect the effectiveactual amount of compensation earned by or paid to Dr. Ben-Maimon during the applicable 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: