Committees
Audit Committee
In connection with the closing of the
Merger, Frank E. Thomas, Thomas Edward Hamilton and Joseph Truitt were appointed to the audit committee of the Larimar Board, and Frank E. Thomas was appointed the chair of the audit committee.
Compensation Committee
In connection with the closing of
the Merger, Joseph Truitt, Jonathan Leff and Peter Barrett, Ph.D. were appointed to the compensation committee of the Larimar Board, and Joseph Truitt was appointed the chair of the compensation committee.
Nominating and Corporate Governance Committee
In
connection with the closing of the Merger, Jonathan Leff, Thomas O. Daniel, M.D. and Peter Barrett, Ph.D. were appointed to the nominating and corporate governance committee of the Larimar Board, and Jonathan Leff was appointed the chair of the
nominating and corporate governance committee.
Indemnification Agreements
On May 28, 2020, the Board approved a form of standard indemnification agreement to be entered into with each of the Companys directors (the
Indemnification Agreement) and each of the newly appointed directors entered into the Companys standard form of Indemnification Agreement, which is attached as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.
Resignation of Executive Officers
In accordance with the Merger Agreement, on May 28, 2020, immediately prior to the effective time of the Merger, Jeffrey Hatfield resigned as Chief
Executive Officer of Zafgen, Patricia L. Allen resigned as Chief Financial Officer of Zafgen and Brian P. McVeigh resigned as Chief Business Officer of Zafgen.
Appointment of Executive Officers
In accordance with the
Merger Agreement, on May 28, 2020, the Larimar Board appointed Carole Ben-Maimon, M.D. as the Companys President and Chief Executive Officer and Michael Celano as the Companys Chief Financial Officer, each effective as of the
closing of the Merger and to serve at the discretion of the Board. Each of Dr. Ben Maimon and Mr. Celano have been determined by the Board to be executive officers of the Company.
Carole Ben-Maimon. Dr. Ben-Maimons biographical information is disclosed in the section above under the heading Appointment of
Directors.
Michael Celano (Age 61). Mr. Celano has served as Chief Financial Officer of the Company since May 2020. Prior to
joining the Company, Mr. Celano served as the Chief Financial Officer of The Columbus Organization, a provider of case management services for individuals with intellectual and developmental disabilities, since January 2020. From May 2019 to
January 2020, Mr. Celano performed consulting work. Mr. Celano has also served as the Chairman of the Board of Directors of OraSure Technologies, Inc. (OraSure), a publicly-traded medical device company specializing in
diagnostic testing kits, since April 2018. Before his appointment as Chairman of the Board of OraSure, Mr. Celano served as a director for OraSure since October 2006. 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 board of directors of Performance Health, a consumer health care product manufacturing company from 2015 to 2016. Mr. Celano holds a B.S.
in Accounting from St. Josephs University.
There are no family relationships among any of the Companys newly appointed directors and
executive officers.
Michael Celano Employment Agreement
Mr. Celano serves as the Companys Chief Financial Officer pursuant to an employment agreement with the Company dated June 1, 2020 (the Celano
Employment Agreement). Mr. Celano is an at-will employee, and his employment with the Company can be terminated by him or the Company at any time and for any reason. Mr. Celanos base salary is $350,000 per annum, which is subject to
annual review and adjustment by the Companys compensation committee. In addition, Mr. Celano is eligible to receive a discretionary bonus in a target amount of 35% of his annual base salary, determined by the Board in its sole discretion.
Subject to his execution and nonrevocation of a release of claims in the Companys favor, in the event of the termination of Mr. Celanos employment
by the Company without cause or by him for good reason, each as defined in the Celano Employment Agreement, Mr. Celano will be entitled to (i) payment of any earned and payable, but unpaid, bonus in respect of the calendar year prior to Mr.
Celanos termination or resignation, as the case may be, (ii) monthly severance payments for a period of nine months, with each payment equal to one-twelth of the sum of Mr. Celanos base salary (Severance Salary Payments)
(iii) waiver or reimbursement of premiums payable or paid for COBRA coverage for a period equal to nine months (Severance COBRA Coverage). In the event that Mr. Celanos termination by the Company or resignation with good reason
occurs during the two year period following a change in control, as defined in the Celano Employment Agreement, the Severance Salary Payments and Severance COBRA Coverage will continue for 12 months after Mr. Celanos termination or resignation
and Mr. Celanos will receive an amount equal to the target bonus target for the year of Mr. Celanos termination or resignation, as the case may be. In addition, any then outstanding and unvested portion of the Initial Equity Award (as
defined below) will vest and become exercisable.
The foregoing description of the Celano Employment Agreement does not purport to be complete and is
qualified it its entirety by reference to the agreement, which is attached hereto as Exhibit 10.4 and is incorporated herein by reference.
Celano
Equity Award
On May 28, 2020 the Company granted Mr. Celano a stock option in respect of 60,479 shares of the Companys common stock
(the Initial Equity Award), which option has an exercise price of $11.88, which is equal to the closing price of the Companys common stock on the date of