Insmed Incorporated
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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 Party other than the Registrant 
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
INSMED INCORPORATED
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.



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INSMED INCORPORATED
700 US HIGHWAY 202/206
BRIDGEWATER, NEW JERSEY 08807
(908) 977-9900

April 1, 2024
Dear Fellow Shareholders:
On behalf of our Board of Directors and our employees, thank you for your investment in Insmed. When I joined Insmed more than 11 years ago, we were a group of about 30 people, and our enterprise value was zero. Our vision was to use the success of what we believed would be our first product to build the credibility to pursue and launch multiple subsequent products using that same infrastructure. We also envisioned building a robust research capability to advance urgently needed medicines that would represent the future of Insmed.
The continued support of our shareholders has enabled us to grow into the company we are today. We have successfully launched ARIKAYCE® (amikacin liposome inhalation suspension) for the treatment of patients with refractory Mycobacterium avium complex (MAC) lung disease in the U.S., Europe, and Japan and have put into place the subsequent development programs, now in late stage, which we believe will catapult us into the small category of companies that have multiple first- or best-in-class commercial programs available in key markets around the world. We have also assembled multiple research platforms and technologies to build a foundation for the future.
As we await the much-anticipated release of topline data from our Phase 3 ASPEN trial of brensocatib in patients with bronchiectasis in the latter part of the second quarter, we can take the opportunity to reflect on the company we have built. We have assembled an impressive Board of Directors, with decades of industry and operational experience, varied geographic perspectives, and substantial financial expertise. Our Board of Directors provides oversight on key decisions we make, and are engaged in our strategy and growth plan as we look to the future.
In addition, we have assembled a team of wildly talented employees and have successfully maintained a company that operates as an intentional community—one in which people live our values, keep patients at the forefront of decisions, question the status quo, and strive to act as an example to others. In July 2023, we published our inaugural Responsibility Report, and we look forward to keeping our stakeholders apprised of our progress through our future reports. Our employees are deeply passionate about our mission, they believe in our future and our ability to get there, and they feel empowered to do their best work for patients. I am enormously proud to be part of this team—now nearly 1,000 people strong.
I am grateful to our shareholders, who have believed in Insmed and the future we aim to achieve and I encourage you to vote your shares, whether or not you plan to attend this year’s Annual Meeting of Shareholders. In this critically important year where we seek to fundamentally change the trajectory of our company, there is no greater motivation than the opportunity to deliver treatments where there are none today and we are glad to have your support as part of our journey.
Sincerely yours,


WILLIAM H. LEWIS
Chair of the Board
This Proxy Statement is first being mailed to shareholders on or about April 1, 2024.
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INSMED INCORPORATED
700 US HIGHWAY 202/206
BRIDGEWATER, NEW JERSEY 08807
(908) 977-9900

Notice of Annual Meeting of Shareholders to be Held on May 13, 2024
NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Insmed Incorporated (“Insmed”) will be held virtually via the Internet at www.virtualshareholdermeeting.com/INSM2024, on May 13, 2024, at 9:00 a.m. Eastern Time, and at any adjournment or postponement thereof, for the following purposes:
1.
To elect four Class III directors, David R. Brennan, Leo Lee, Carol A. Schafer and Melvin Sharoky, M.D., to serve until the 2027 Annual Meeting of Shareholders;
2.
To conduct an advisory vote on the 2023 compensation of our named executive officers (“NEOs”);
3.
To ratify the appointment of Ernst & Young LLP (“Ernst & Young”) as our independent registered public accounting firm for the year ending December 31, 2024;
4.
To approve Amendment No. 1 to the Insmed Incorporated Amended and Restated 2019 Incentive Plan; and
5.
To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
The Annual Meeting will be a completely virtual meeting of shareholders. Holders of record of shares of Insmed common stock, $0.01 par value per share (the “Common Stock”), at the close of business on March 12, 2024 (the “Record Date”) will be entitled to vote at the Annual Meeting.
You are requested to vote promptly in advance of the Annual Meeting by telephone by dialing 1-800-690-6903, electronically through the Internet by visiting www.proxyvote.com, or by returning a completed proxy card by mail regardless of whether you expect to attend the Annual Meeting. If you attend the Annual Meeting, you may vote even if you already have sent in your proxy. You may not vote your shares at the Annual Meeting unless you enter the 16-digit control number found on your notice, proxy card, or other proxy materials.
By Order of the Board


MICHAEL A. SMITH
Corporate Secretary
April 1, 2024
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE INSMED INCORPORATED ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 13, 2024: The Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2023 are available at www.proxyvote.com.
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PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS OF
INSMED INCORPORATED TO BE HELD MAY 13, 2024
Table of Contents
In this Proxy Statement, we use the words “Insmed Incorporated” to refer to Insmed Incorporated, a Virginia corporation, and we use the words “Company,” “Insmed,” “we,” “us,” and “our” to refer to Insmed Incorporated and its consolidated subsidiaries. Insmed and ARIKAYCE are trademarks of Insmed Incorporated. This Proxy Statement also contains trademarks of third parties. Each trademark of another company appearing in this Proxy Statement is the property of its owner.
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Proposal No. 1
ELECTION OF CLASS III DIRECTORS
Our Bylaws currently provide that the number of directors constituting our Board will be designated by a resolution of the Board, provided that in no event will the size of the Board exceed 12 directors, consistent with the limitation in our Articles of Incorporation. Our Board has adopted resolutions providing for up to 10 directors. The directors are divided into three classes—Class I, Class II, and Class III. Each class of directors serves for three years on a staggered term basis, and the term of our Class III directors will expire at the Annual Meeting. Accordingly, the Board has nominated David R. Brennan, Leo Lee, Carol A. Schafer and Melvin Sharoky, M.D. for election as Class III directors.
Each of the nominees was recommended for election by the Nominations and Governance Committee, and such recommendation was approved by the Board. If elected, the term of office for these nominees will expire at our 2027 Annual Meeting of Shareholders. If one of these bona fide nominees set forth in this Proxy Statement is unable to serve or for good cause will not serve, proxy holders may vote for another nominee proposed by the Board or, as an alternative, the Board may reduce the number of directors to be elected at the Annual Meeting. The information below describes the primary experience, qualifications and skills of Mr. Brennan, Mr. Lee, Ms. Schafer and Dr. Sharoky.
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Proposal No. 1
David R. Brennan, age 70
Director since
May 2014
Chair of the Compensation Committee
Lead Independent Director since
November 2018
Current Public Board Service:
None
Recent Public Board Service:
Chairman of the Board of Directors until 2021, Alexion
Career Highlights:
Alexion Pharmaceuticals (Formerly, Nasdaq: ALXN) (Alexion) (2014 - 2021)

• Chairman until acquisition by AstraZeneca PLC
 • Interim CEO (2016 – 2017)
 • Director

AstraZeneca PLC (NYSE: AZN) (1999 - 2012)

 • CEO
 • Executive Vice President of North America
 • Senior Vice President of Commercialization and Portfolio Management
 • Director

Astra Merck, Inc. (1995 - 1999)

Merck & Co., Inc. (1975 - 1994)

Education:
Gettysburg College – B.A., business administration
Qualifications:
Mr. Brennan has more than 45 years of experience in the pharmaceutical industry. The Board believes that Mr. Brennan’s experience at public pharmaceutical companies, including board experience and roles in executive management, commercialization, and product management, makes him a valuable asset to the Board.
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Proposal No. 1
Leo Lee, age 54
Director since
May 2018

Member of the Compensation Committee

Member of the Science and Technology Committee

Current Public Board Service:
Non-Executive Director, Regeneus
Career Highlights:
Novartis Pharma (2020 - present)
• President, Japan

Regeneus Ltd. (ASX: RGS) (Regeneus) (2017 - present)

 • Non-Executive Director
 • CEO (2019 – 2020)

Merck KGaA (2015 - 2017)

 • President, Japan

Allergan plc (2011 - 2015)

 • President, Japan

Merck & Co. (2008 - 2011)

 • Vice President of Sales

IQVIA (Cegedim Dendrite) (2003 - 2008)

 • General Manager
 • Vice President of Sales and Marketing, Asia Pacific
 • Director of Global Accounts Operation, Asia

Accelrys, Inc. (1997 - 2003)

 • Senior Director of Western Regional Sales
 • President and Representative Director
 • General Manager of Asia Pacific
 • Sales Manager for Asia Pacific

Education:
University of California, Los Angeles - B.S., molecular genetics and microbiology
Qualifications:
Mr. Lee has more than 25 years of experience in the pharmaceutical industry in Japan. The Board believes that Mr. Lee’s experience in commercial leadership roles in Japan and the Asia Pacific region brings value to the Board as the Company expands in this geography.
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Proposal No. 1
Carol A. Schafer, age 60
Director since
April 2020

Member of the Audit Committee
Member of the Nominations and Governance Committee

Current Public Board Service:
Director, Kura Oncology, Inc. (Nasdaq: KURA)
Director, Repare Therapeutics, Inc. (Nasdaq: RPTX)
Director, Immunome, Inc. (Nasdaq: IMNM)

Recent Public Board Service:
Director until September 2022, Idera Pharmaceuticals, Inc. (Nasdaq: IDRA)
Director until April 2021, Five Prime Therapeutics, Inc. (Nasdaq: FPRX) (acquired by Amgen, Inc. (Nasdaq: AMGN))
Career Highlights:
Hyphen Advisors, LLC (2018 - present)

• Managing Partner

Wells Fargo Securities (2007 - 2018)

 • Vice Chair, Equity Capital Markets
 • Managing Director

Lexicon Pharmaceuticals (Nasdaq: LXRX) (2003 - 2007)

 • Vice President, Finance and Business Development

J.P. Morgan (1986 - 2003)

 • Managing Director, Equity Capital Markets Sector Head
 • Vice President

Education:
Boston College - B.A., mathematics and computer science
New York University Stern School of Business - M.B.A.
Qualifications:
Ms. Schafer has more than 35 years of experience in investment banking, corporate finance and business development, including significant experience in financing and equity capital markets in the pharmaceutical and biotechnology industries, making her a valuable asset to the Board.
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Proposal No. 1
Melvin Sharoky, M.D., age 73
Director since
May 2001

Chairman from June 2009 - December 2010
Member of the Nominations and Governance Committee
Member of the Science and Technology Committee

Current Public Board Service:
None
Career Highlights:
PRM Pharma, LLC (2023 - present)
• Principal
Par Pharmaceutical Companies, Inc. (2007 - 2012)
 • Director until acquisition by Endo International plc (Nasdaq: ENDP)
Somerset Pharmaceuticals, Inc. (1995 - 2001; 2002 - 2007)
 • President
 • CEO
 • Consultant
Watson Pharmaceuticals, Inc. (now Allergan PLC) (1995 - 1998)
 • President
Circa Pharmaceuticals, Inc., a wholly-owned subsidiary of Watson Pharmaceuticals, Inc. (1988 - 1998)
 • President
 • CEO
Pharmakinetics Laboratories, Inc. (1986 - 1988)
 • Vice President
 • Chief Medical Officer

Education:
University of Maryland in Baltimore County - B.A., biology
University of Maryland School of Medicine - M.D.
Qualifications:
Dr. Sharoky has more than 35 years of experience in the pharmaceutical industry. The Board believes that, in addition to his medical experience as a physician, Dr. Sharoky’s background as an executive of pharmaceutical companies, as well as his public company board service, brings valuable senior management, leadership, financial, and strategic planning experience to our Board.
VOTE REQUIRED FOR ELECTION OF DIRECTOR NOMINEES
Our Class III directors will be elected by a plurality of the votes properly cast on this proposal at the Annual Meeting. Votes withheld and broker non-votes will not have any effect on the outcome of this vote.
Recommendation
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE CLASS III DIRECTOR NOMINEES.
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OUR REMAINING BOARD MEMBERS
The information below describes the primary experience, qualifications, and skills of each of our Class I directors, Alfred F. Altomari and William H. Lewis and our Class II directors, Elizabeth McKee Anderson, Clarissa Desjardins, Ph.D. and David W.J. McGirr. The term of the Class I directors will expire at the 2025 Annual Meeting of Shareholders, and the term of the Class II directors will expire at the 2026 Annual Meeting of Shareholders.
Incumbent Directors Whose Term Expires at the 2025 Annual Meeting of Shareholders (Class I Directors)
Alfred F. Altomari, age 65
Director since
August 2012

Member of the Compensation Committee

Member of the Audit Committee

Current Public Board Service:
Executive Chairman, Agile
Recent Public Board Service:

Director until May 2022, Baudax Bio, Inc. (Nasdaq: BXRX)

Director until March 2020, Recro Pharma, Inc. (Nasdaq: REPH)

Career Highlights:
Agile Therapeutics, Inc. (Nasdaq: AGRX) (Agile) (2004 - present)
• Chairman of the Board and CEO (2016 – present)
 • President and CEO (2010 – 2016)
 • Director (2004 – present)
 • Executive Chairman (2004 – 2010)

Barrier Therapeutics, Inc. (2003 - 2008)

 • Director
 • Multiple senior management positions including CEO, Chief Operating Officer, and Chief Commercial Officer
Johnson & Johnson (NYSE: JNJ) (1982 - 2003)
 • Numerous executive roles in general management, commercial operations, business development, product launch preparation, and finance
Education:
Drexel University - B.S., finance
Drexel University - B.S., accounting
Rider University - M.B.A.
Qualifications:
Mr. Altomari is a pharmaceutical industry veteran with more than 40 years of experience. The Board believes that Mr. Altomari’s executive experience in pharmaceutical companies with commercialized products, product launches, and more than 20 years of focus on the development and marketing of specialty pharmaceutical products, along with his public company board service, makes him uniquely suited to guide the Board in strategic planning, as well as operational and commercial matters.
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William H. Lewis, age 55
Director since
September 2012
Chair of the Board since November 2018
CEO since September 2012
Consultant to the Board from June - September 2012
Current Public Board Service:
Chair of the Board of Directors, NewAmsterdam Pharma Company N.V. (Nasdaq: NAMS)
Career Highlights:

Insmed Incorporated (Nasdaq: INSM) (2012 - present)

• Chair and CEO (2018 - present)
 • President and CEO (2012 - 2018)

Aegerion Pharmaceuticals, Inc. (Formerly, Nasdaq: AEGR) (2005 - 2011)

 • Co-founder
 • President
 • Chief Financial Officer

Wells Fargo & Co. (2002 - 2004)

Robertson Stephens Capital (2000 - 2002)

JP Morgan Chase & Co. (1995 - 2000)

Foreign Service for the US Government (1989 - 1992)

Education:
Oberlin College - B.A.

Case Western Reserve University - M.B.A.

Case Western Reserve University - J.D.
Qualifications:
Mr. Lewis has more than 15 years of executive experience in the life sciences industry and a track record of success for over 25 years in the pharmaceutical and finance industries both in the United States and internationally. During his tenure at Aegerion, Mr. Lewis played a pivotal role in re-orienting the company’s strategy to focus on rare disease indications, enabling Aegerion to conduct a successful initial public offering in 2010. The Board believes that Mr. Lewis brings significant qualifications to his role as Chair due to his experience as our CEO since 2012 and his experience as an executive at Aegerion. His professional experience offers the Board significant insights and experience with financing, orphan drug development and commercialization, and international business development.
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Incumbent Directors Whose Term Expires at the 2026 Annual Meeting of Shareholders (Class II Directors)
Elizabeth McKee Anderson, age 66
Director since
November 2018
Chair of the Nominations and Governance Committee
Current Public Board Service:
Director, GSK plc (LSE/NYSE: GSK)
Director, BioMarin Pharmaceutical Inc. (Nasdaq: BMRN)
Director, Revolution Medicines, Inc. (Nasdaq: RVMD)
Recent Public Board Service:
Director until August 2022, Bavarian Nordic (CPH: BAVA)
Current Private Board and Other Service:
Director, Aro Biotherapeutics Inc.
Member of the Board of Trustees, The Wistar Institute
Career Highlights:
Janssen Pharmaceuticals, Inc., a Johnson & Johnson company (2003 - 2014)

• Worldwide Vice President, Global Strategic Marketing and Market Access, Infectious Diseases and Vaccines
 • Worldwide Vice President, Global Strategic Marketing and Market Access, Vaccines
 • Worldwide Vice President, Immunology, Global Strategic Marketing
 • Worldwide Vice President, BIO Strategic Marketing
 • Vice President, Global Biologics Strategic Marketing, Centocor
 • Vice President, Strategic Planning & Market Research, Centocor
Wyeth (1997 - 2002)
 • Vice President & General Manager, Wyeth Lederle Vaccines
Rhone-Poulenc Rorer Pharmaceuticals Inc. (1993 - 1997)
 • Senior Vice President and General Manager, North America, Centeon LLC
 • Vice President and General Manager, North America, Armour Pharmaceutical Company
 • Vice President, Worldwide Business Operations, Armour Pharmaceutical Company
American National Red Cross (1983 - 1993)
Mobay Chemical Company (1979 - 1983)

Education:
Rutgers University - B.S., engineering
Loyola University Maryland - M.B.A., finance
Qualifications:
Ms. Anderson has more than 30 years of leadership in biotechnology, pharmaceuticals, and vaccines. The Board believes that Ms. Anderson’s experience, including extensive global marketing and infectious disease experience, makes her well-suited to guide the Board in commercial and market access matters.
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Clarissa Desjardins, Ph.D., age 57
Director since
November 2019
Chair of the Science and Technology Committee
Current Public Board Service:
None
Recent Public Board Service:
Director until June 2023, BELLUS Health Inc. (Nasdaq: BLU; TSX: BLU)
Director until June 2021, Xenon Pharmaceuticals (Nasdaq: XENE)
Career Highlights:
Congruence Therapeutics (2021 - present)
• Founder and CEO

Clementia Pharmaceuticals Inc. (Nasdaq: CMTA) (2011 - 2019), acquired by Ipsen S.A. (Euronext: IPN; ADR: IPSEY) in 2019

 • Founder
 • Director
 • President and CEO

Centre of Excellence in Personalized Medicine (CEPMED) (2009 - 2011)

 • President and CEO
 • Director

Caprion Pharmaceuticals Inc. (1998 - 2007)

 • Co-Founder
 • Senior Vice President, Corporate Development
 • Director

Advanced Bioconcept Inc. (1992 - 1998)

 • Co-Founder
 • Vice President, Business Development

Education:
McGill University - B.Sc., anatomical sciences and history and philosophy of science
McGill University - Ph.D., neurology and neurosurgery
McGill University - Medical Research Council postdoctoral fellow, Douglas Hospital Research Centre
Qualifications:
Dr. Desjardins has more than 30 years of leadership experience in biotechnology, pharmaceuticals, and research. The Board believes that Dr. Desjardins’ skills, including her unique experience in the founding of several pharmaceutical and biotechnology companies, leadership roles, corporate development expertise, public company experience and medical education, make her a valuable asset to the Board.
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David W.J. McGirr, age 69
Director since
October 2013
Chair of the Audit Committee
Current Public Board Service:
Director, Rhythm Pharmaceuticals, Inc. (Nasdaq: RYTM)
Director, X4 Pharmaceuticals, Inc. (Nasdaq: XFOR)
Recent Public Board Service:
Director until March 2020, Menlo Therapeutics Inc. (Nasdaq: MNLO) (name changed to VYNE Therapeutics Inc. (Nasdaq: VYNE))
Career Highlights:
Menlo Therapeutics Inc. (2017 – 2020)
• Director until merger with Foamix Pharmaceuticals Ltd.
Roka Bioscience, Inc. (2013 – 2018)
 • Director until sale of assets to the Institute for Environmental Health, Inc.
Relypsa, Inc. (2013 – 2016)
 • Director until acquisition by Galencia AG

Cubist Pharmaceuticals, Inc. (2002 – 2014), acquired by Merck & Co., Inc. (NYSE: MRK) in 2015

 • Senior Advisor to the CEO
 • Senior Vice President
 • Chief Financial Officer
 • Treasurer

hippo inc. (1999 – 2003)

 • Chief Operating Officer
 • President
 • Director

GAB Robins North America, Inc. (1996 – 1999)

 • CEO
 • President

Private Equity Investor (1995 – 1996)

S.G. Warburg Group (1978 – 1995)

 • Chief Administrative Officer
 • Managing Director of S.G. Warburg & Co., Inc.

Education:
University of Glasgow – B.S., civil engineering
University of Pennsylvania – M.B.A.
Qualifications:
Mr. McGirr has more than 30 years of experience as a senior financial executive, including nearly 12 years at Cubist, during which the company secured a number of product approvals and launched these products across multiple markets. The Board believes that Mr. McGirr brings a unique combination of skills to the Board, including public company executive and board experience, capital markets insight, operational and corporate development experience, and significant expertise in the healthcare sector, specifically with infectious diseases. Mr. McGirr’s background as a senior financial executive provides significant value to the Board in the areas of accounting, financing, and business development.
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BOARD DIVERSITY (AS OF MARCH 12, 2024)
Our Board values the diversity of its members and believes varied perspectives expand the Board’s ability to provide relevant guidance to our business.

In accordance with the requirements of Nasdaq Listing Rule 5605(f), the table below provides certain self-identified diversity information regarding our Board as of March 12, 2024. Each of the categories listed in the below table has the meaning used in Nasdaq Listing Rule 5605(f).
TOTAL NUMBER OF
DIRECTORS
9
 
FEMALE
MALE
NON-
BINARY
DID NOT
DISCLOSE
GENDER
Part I: Gender Identity
Directors
3
6
0
0
Part II: Demographic Background
African American or Black
0
0
0
0
Alaskan Native or Native American
0
0
0
0
Asian
0
1
0
0
Hispanic or Latinx
1
0
0
0
Native Hawaiian or Pacific Islander
0
0
0
0
White
2
5
0
0
Two or More Races or Ethnicities
0
0
0
0
LGBTQ+
0
0
0
0
Did Not Disclose Demographic Background
0
0
0
0
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CORPORATE GOVERNANCE
Corporate Governance Matters
Corporate Governance Materials and Practices
Our written corporate governance materials, including our Bylaws, Corporate Governance Guidelines, Code of Business Conduct and Ethics, Audit Committee Charter, Compensation Committee Charter, Nominations and Governance Committee Charter, Science and Technology Committee Charter, and Director Resignation Policy are posted on our website at www.insmed.com under the heading “Investors—Corporate Governance.” None of the information on or that can be accessed through our website is incorporated by reference in this Proxy Statement. Our corporate governance practices include the following:
Director Independence and Leadership Structure
8 of our 9 directors are independent


All Board committee members are independent
Board has appointed a lead independent director with robust and defined responsibilities, which our Corporate Governance Guidelines require if the positions of Chair and CEO are combined
Executive sessions are regularly held at the end of Board and committee meetings
​Compensation Committee utilizes independent compensation consultant
Board Oversight
Board and Compensation Committee oversee succession planning for executive officers, including the CEO


Board oversees our environmental, social and governance (“ESG”) sustainability efforts and initiatives and has designated responsibilities for various components of ESG to our Nominations and Governance Committee and the Compensation Committee
Compensation Committee oversees development and implementation of our overall compensation philosophy, along with strategies, initiatives and programs, related to our culture, talent, recruitment, retention, employee engagement and diversity, equity and inclusion
Audit Committee oversees our major risk exposures, including financial, legal, regulatory and cybersecurity risk exposures
Science & Technology Committee assists our Board in oversight of our preclinical research and development (“R&D”) activities and clinical development activities and decisions
Board evaluates our long-term strategy, risks, and opportunities at least annually
Directors have access to all levels of management and are provided with opportunities to meet with members of management on a regular basis
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Refreshment, Qualifications, and Evaluations
Board and each of its committees conduct self-evaluations at least annually to assess their performance and ways in which performance could be improved

Nominations and Governance Committee and the Board address the importance of Board refreshment and director succession planning through our director evaluation and nomination process to incorporate new viewpoints on the Board and consider geography, experience, perspective, gender, age, and racial and ethnic diversity as part of that process
Nominations and Governance Committee evaluates the size, structure, composition, and function of the Board and its committees annually
Governance Practices and Policies
Each committee conducts an annual review of its committee charter


Nominations and Governance Committee conducts an annual review of our Corporate Governance Guidelines
Share ownership guidelines are in place for our directors and executive officers
Insider Trading Policy prohibits hedging, short sales, and derivative transactions by directors, officers and employees and does not permit holding Company securities in a margin account; and pledging subject to restrictions under our Insider Trading Policy
Directors are limited to four public company boards, including our Board, and public company CEOs are limited to two public company boards, including our Board
We maintain an ethics hotline that is independently managed and provides options to report by phone or online
Shareholder Rights
Director resignation policy in place for uncontested director elections


Annual shareholder advisory vote on executive compensation
No dual-class stock
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers (including our CEO, chief financial officer, controller and any person performing similar functions) and employees. Our Code of Business Conduct and Ethics contains written standards designed to communicate our expectations of our directors, officers, and employees when making decisions and conducting themselves in corporate activities, including the ethical handling and use of confidential information; actual or apparent conflicts of interest; compliance with applicable governmental laws, rules and regulations; protection of our assets and proprietary information; the ethical handling of payments and gifts received in the normal course of business and of payments made to government personnel; prompt internal reporting of violations of our Code of Business Conduct and Ethics; and accountability for adherence to our Code of Business Conduct and Ethics. We have established a means for individuals to report a violation or suspected violation of the Code of Business Conduct and Ethics anonymously, including those violations relating to accounting, internal controls, or auditing matters, and federal securities laws. We intend to satisfy the disclosure requirements regarding any amendment to, or waiver from, a provision of the Code of Business Conduct and Ethics by making disclosures concerning such matters available on our website at www.insmed.com under the heading “Investors—Corporate Governance.”
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Corporate Governance Guidelines
We have adopted Corporate Governance Guidelines to assist and guide the Board in the exercise of its responsibilities and establish a framework for our corporate governance practices. The Corporate Governance Guidelines contain written standards pertaining to director qualifications, director responsibilities, structure of our Board, director access to management and independent advisors, director compensation, and performance evaluation of our Board and committees, among other things. The Corporate Governance Guidelines help to ensure that the Board is independent from management, the Board adequately performs its oversight functions, and the interests of the Board and management align with the interests of our shareholders. The Nominations and Governance Committee reviews the Corporate Governance Guidelines on an annual basis and recommends appropriate updates to the Board.
Meetings of the Board and Director Attendance at Annual Meeting
The Board held eight meetings during 2023. Each director attended at least 75% of the aggregate number of Board and committee meetings that occurred in 2023 during his or her tenure on the Board.
Our policy is that all directors are expected to attend the annual meeting of shareholders absent unusual circumstances. All directors on the Board attended the 2023 Annual Meeting.
Director Resignation Policy
Any nominee for director in an uncontested election who has a greater number of votes “withheld” from his or her election than votes cast “for” his or her election must submit his or her resignation to the Board promptly following certification of the election results. Within 90 days after the date of the certification of the election results, the Nominations and Governance Committee will make a recommendation to the Board as to whether to accept or reject the submitted resignation. Within 45 days after receiving this recommendation, the Board must accept or reject the resignation or pursue another action unless doing so would cause us to fail to comply with federal or state law or Nasdaq listing standards. If more than a majority of the members of the Nominations and Governance Committee do not receive a greater number of votes cast “for” their election than votes “withheld,” the independent directors whose classes were not nominated for election will appoint a special committee to consider the resignations and make a recommendation to the Board. Any director whose resignation is under consideration will not participate in any deliberation or vote regarding his or her resignation. If the Board accepts a director’s resignation pursuant to this policy, the Board may decrease the size of the Board or fill the resulting vacancy in accordance with the Virginia Stock Corporation Act and our Articles of Incorporation and Bylaws.
Independence of our Directors
The Board makes an affirmative determination regarding the independence of each director annually, based on the recommendation of the Nominations and Governance Committee. The Board has determined that the following members of the Board are independent, as that term is defined under the general independence standards of the Nasdaq listing standards: Mr. Altomari, Ms. Anderson, Mr. Brennan, Dr. Desjardins, Mr. Lee, Mr. McGirr, Ms. Schafer, and Dr. Sharoky. Mr. Lewis is not considered independent because he is currently employed by the Company.
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Board’s Role in Strategy
The Board actively participates in Company strategy decisions and oversight throughout the year. The Board annually reviews the company’s strategic plan, including key risks and decisions facing the Company.
Director Nominating Process
Our Nominations and Governance Committee, which is described more fully below under “Corporate Governance—Committees of the Board—Nominations and Governance Committee,” serves as an independent and objective party to identify, assess, recruit and recommend to the Board qualified candidates for directorship, consistent with criteria approved by the Board, and establishes and annually reviews such criteria based on factors it considers appropriate. The Board evaluates each nominee in the context of the Board as a whole, with the objective of recommending a group of nominees that can best oversee the business and affairs of the Company and use its diversity of experience to represent shareholder interests through the exercise of sound judgment. The Board seeks director nominees with experience and perspectives in the pharmaceutical and biotechnology industries, as well as business, management, accounting and financial experience, among other areas. Among the factors that the Board and the Nominations and Governance Committee consider are strength of character, sound business judgment, career specialization, relevant technical skills, independence, the ability to commit sufficient time to the Board, and the extent to which the candidate would fill a present need on the Board, along with geographic, gender, age, racial, and ethnic diversity that will add to the variety of expertise reflected on our Board.
Nominations and Governance Committee Process for Identifying and Evaluating Director Candidates
The Nominations and Governance Committee evaluates all director candidates in accordance with the director qualification standards described above. The Nominations and Governance Committee evaluates a candidate’s qualifications to serve as a member of the Board based on the skills and characteristics of such individual Board member, as well as the composition of the Board as a whole. In addition, the Nominations and Governance Committee will evaluate a candidate’s independence, diversity, skills and experience in the context of the Board’s needs and its oversight of long-term strategy.
Director Candidate Recommendations and Nominations by Shareholders
As set forth in the Nominations and Governance Committee’s charter, the committee will consider director candidate recommendations by shareholders. Shareholders should submit any such recommendations for the Nominations and Governance Committee through the method described below under “Corporate Governance— Communications with the Board.” In accordance with our Bylaws, any person who is a shareholder of record on the record date for the shareholder meeting, on the date of the shareholder meeting, and on the date such person provides required notice to the Company may nominate persons for election to the Board if such shareholder complies with the notice procedures set forth in our Bylaws and summarized in this Proxy Statement under the heading “Proposals for 2025 Annual Meeting.”
Communications with the Board
The Board has approved a process for shareholders to send communications to the Board. Shareholders can send communications to the Board and, if applicable, to the Nominations and Governance Committee or to specified individual directors in writing c/o Mr. Michael A. Smith, Corporate Secretary, Insmed Incorporated, 700 US Highway 202/206, Bridgewater, New Jersey, 08807. All communications sent to Mr. Smith will be forwarded, as appropriate, to the Board, the Nominations and Governance Committee or any specified individual directors.
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Board Leadership Structure
The Board believes that it is in the best interests of the Company to maintain the flexibility to make determinations about the separation of the positions of Board Chair and CEO. The Nominations and Governance Committee considers this structure as part of its annual review of the size, organization, structure, composition, and operations of the Board and its committees. In November 2018, Mr. Lewis, our CEO, was appointed Chair of the Board and Mr. Brennan was elected as Lead Independent Director. The Board believes that its current leadership structure, with Mr. Lewis serving as CEO and Chair and Mr. Brennan serving as our Lead Independent Director, is appropriate for the Company at this time. Both Mr. Lewis and Mr. Brennan are actively engaged on significant matters affecting us, such as long-term strategy.

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Committees of the Board
Our Bylaws provide that the Board may create one or more committees of the Board. Currently, the Board has four standing committees: the Audit Committee, the Compensation Committee, the Nominations and Governance Committee, and the Science and Technology Committee.
 
AUDIT
COMPENSATION
NOMINATIONS &
GOVERNANCE
SCIENCE &
TECHNOLOGY
Alfred F. Altomari1
Member
Member
David R. Brennan1
Chair
David W.J. McGirr1, 2
Chair
Clarissa Desjardins, Ph.D.1
Chair
Elizabeth McKee Anderson1
Chair
Leo Lee1
Member
Member
Carol A. Schafer1, 2
Member
Member
Melvin Sharoky, M.D.1
Member
Member
1
Independent Director
2
Financial Expert
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AUDIT COMMITTEE
Committee Members:
Mr. McGirr
(Chair)
Mr. Altomari
Ms. Schafer
Number of
meetings
during 2023:
6
Responsibilities and Duties
The Audit Committee assists our Board in fulfilling its oversight responsibilities relating to the accounting, reporting, and financial practices of the Company as well as overseeing our compliance with applicable legal and regulatory requirements. The Audit Committee reviews and oversees:

•  the auditing, accounting, and financial reporting processes, including the audits of our financial statements;
•  our systems of internal controls regarding finance and accounting that we have established;
•  the qualifications and independence of our independent registered public accounting firm;
•  the appointment, retention, and performance of our independent registered public accounting firm and the performance of any internal audit functions;
•  our compliance with legal and regulatory requirements; and
•  our program for identifying, evaluating and controlling significant risks, including financial, legal, regulatory and cybersecurity risks.
The Audit Committee reviews and reassesses the adequacy of its charter at least annually.

Committee Independence
Our Board has determined that all three of the current Audit Committee members satisfy the heightened independence requirements of the Nasdaq listing standards and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Financial Literacy and Expertise
Our Board determined that each of the members of the Audit Committee is able to read and understand fundamental financial statements, including our consolidated balance sheet, consolidated statement of comprehensive income/loss, consolidated statement of cash flows, and consolidated statement of shareholders’ equity. Our Board also has determined that each of Mr. McGirr and Ms. Schafer is an “audit committee financial expert,” as that term is defined in the rules promulgated by the SEC and has accounting or related financial management expertise as required under the Nasdaq listing standards.
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COMPENSATION COMMITTEE
Committee Members:
Mr. Brennan (Chair)
Mr. Altomari
Mr. Lee
Number of
meetings
during 2023:
7
Responsibilities and Duties
The Compensation Committee develops and oversees the implementation of our compensation philosophy for our executive officers and is responsible for our executive and other compensation plans. The Compensation Committee’s primary objectives are to develop and maintain an executive compensation program that:

•  creates a direct relationship between pay levels and corporate performance and returns to shareholders;
•  provides overall competitive pay levels to effectively attract and retain executive talent;
•  creates proper incentives to enhance shareholder value; and
•  rewards performance.
The Compensation Committee is also responsible for oversight of the Company’s succession planning for the CEO and other executive officer positions, as well as the Company’s strategies, initiatives and programs related to culture, talent, recruitment, retention, employee engagement and diversity, equity and inclusion.
The Compensation Committee reviews and reassesses the adequacy of its charter at least annually.

Committee Independence and Related Requirements
Our Board has determined that all three of the current Compensation Committee members satisfy the heightened independence requirements of the Nasdaq listing standards. In addition, all members of our Compensation Committee are “non-employee directors” within the meaning of the rules under Section 16 of the Exchange Act and “outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).
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NOMINATIONS AND GOVERNANCE COMMITTEE
Committee Members:
Ms. Anderson (Chair)
Ms. Schafer
Dr. Sharoky
Number of meetings during 2023:
5
Responsibilities and Duties
The Nominations and Governance Committee identifies and nominates qualified candidates for directorship and serves in a leadership role in shaping our corporate governance and overseeing the evaluation of the Board and its committees. The Nominations and Governance Committee:
•  assists the Board by identifying individuals qualified to become Board members and recommending to the Board the director nominees for election at shareholder meetings and to fill vacancies on the Board;
•  makes recommendations to the Board regarding Board and committee organization, structure, leadership and composition;
•  evaluates the overall effectiveness of the Board and its committees;
•  develops and assesses the Company’s corporate governance policies and practices, including risks related to such policies and practices;
•  oversees the Company’s strategies, risks, policies and practices related to material ESG matters; and
•  oversees the Company’s orientation process for new directors and ongoing education for all directors.
The Nominations and Governance Committee reviews and reassesses the adequacy of its charter at least annually.

Committee Independence
Our Board has determined that all three of the current Nominations and Governance Committee members are independent as defined in the applicable Nasdaq listing standards.
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SCIENCE AND TECHNOLOGY COMMITTEE
Committee Members:
Dr. Desjardins (Chair)
Mr. Lee
Dr. Sharoky
Number of meetings during 2023:
3
Responsibilities and Duties
The Science and Technology Committee assists our Board in its oversight of the Company’s preclinical R&D activities and its clinical development activities and decisions. The Science and Technology Committee:

•  reviews with the Company the third-party competitive landscape related to the Company’s preclinical R&D and clinical development activities;
•  monitors and identifies significant new and emerging trends in science and technology, including R&D, and provides strategic advice to the Board regarding such issues and trends;
•  reviews with the Company current and planned technology initiatives and provides feedback to the Board regarding such initiatives;
•  advises the Board on the scientific aspects of business development transactions; and
•  assists the Company in reviewing, as requested, the capabilities of the Company’s current and prospective key scientific personnel and the depth and breadth of the Company’s scientific resources.
The Science and Technology Committee reviews and reassesses the adequacy of its charter at least annually.

Committee Independence
Our Board has determined that all three of the current Science and Technology Committee members are independent as defined in the applicable Nasdaq listing standards.
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The Role of the Board in Risk Oversight
The Board has primary responsibility for overseeing the Company’s risk management. The Board administers its oversight responsibility for risk management directly and through its committees. Each committee chair reports to the Board regarding the committee’s considerations of management’s processes for identifying, evaluating, and controlling significant risks. In addition, the officers responsible for oversight of particular risks within the Company provide updates and information to our Board. The Board considers specific risk topics, including risks associated with our strategic plan, our capital structure, our R&D activities, our manufacturing and supply chain, and our operations. Our Board believes that full and open communication between management and the Board is essential for effective risk management and oversight. The Board and each of its committees have full access to our senior management, as well as the ability to engage outside advisors and other experts. Management routinely informs the Board of developments that could affect our risk profile or other aspects of our business and development.
The Audit Committee is responsible for overseeing the Company’s program for identifying, evaluating, and controlling significant risks. The Audit Committee periodically discusses with management and the independent auditor the Company’s major risk exposures, including financial, legal, regulatory, and cybersecurity risk exposures, and the steps taken to monitor, control and minimize such exposures. The Audit Committee also reviews and evaluates our processes and policies for identifying and assessing key risk areas and for formulating and implementing steps to address such risk areas. The Audit Committee oversees disclosure controls and procedures, including applicable internal control over financial reporting and meets with the Chief Financial Officer, the Chief Legal Officer, the Chief Accounting Officer, external audit personnel, and other senior managers as appropriate to review issues regarding compliance with the applicable legal and regulatory requirements.
The Compensation Committee assesses and monitors whether any of our compensation policies and programs have the potential to encourage excessive risk taking. Our Compensation Committee engages an independent consultant to advise it on topics related to Board and executive compensation. Our Compensation Committee also oversees risks in connection with the Company’s strategies, initiatives and programs focused on culture, talent, recruitment, retention, employee engagement and diversity, equity and inclusion. In 2022, the Compensation Committee, with the assistance of WTW, the Compensation Committee’s independent compensation consultant, conducted an in-depth risk review of the executive compensation program and sales incentive programs, and determined that the design of the compensation policies, including the components, weightings and focus of the elements, do not encourage management or employees that participate in the sales incentive plans to assume excessive or inappropriate risks. When approving the 2022 awards of performance-based restricted stock units (“PSUs”), described in the Compensation Discussion and Analysis, the Compensation Committee gave consideration to whether the conditions and design would promote inappropriate or excessive risk-taking. The Compensation Committee determined that the right governance protocols were in place and that the combination of performance requirements did not promote inappropriate risk-taking. In the first quarter of 2023, the Compensation Committee and WTW reviewed areas that had changed since the 2022 assessment and again found that our executive compensation program and sales incentive plans program do not encourage management to assume excessive or inappropriate risks, and have appropriate safeguards and governance protocols in place.
The Nominations and Governance Committee oversees the risks associated with our corporate governance and operating practices, including those relating to the composition of the Board, the structure and function of Board committees, and meeting logistics and policies. The Nominations and Governance Committee regularly reviews the Board’s performance, oversees the self-evaluation of each of the Board’s committees, oversees our corporate governance and formulates and recommends corporate governance standards to our Board. The Nominations and Governance Committee also oversees and guides the Company’s strategy and risks related to material ESG matters.
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The Science and Technology Committee oversees the Company’s efforts related to clinical activities, R&D, business development and intellectual property. The Science and Technology Committee reviews the competitive landscape related to the Company’s preclinical R&D and research activities and advises the Board on the scientific aspects of business development transactions.
Environmental, Social, and Governance Considerations
As a company driven by its mission to transform patients’ lives, we take our responsibility to patients, employees, and the communities in which we live and work very seriously. As we grow, we are enhancing our focus on a variety of ESG considerations. Our Nominations and Governance Committee regularly discusses ESG matters with our CEO, Chief Legal Officer, and ESG team, which is a cross-functional group that includes members from corporate communications, investor relations, and legal. In addition, the Compensation Committee regularly engages on topics related to the Company’s strategies, initiatives and programs related to culture, talent, recruitment, retention, employee engagement and diversity, equity and inclusion. The ESG team works with employees across the organization in addressing ESG initiatives and in 2023 published the Company’s inaugural Responsibility Report. While we continue to expand our ESG strategy, we already focus on the following areas:

PATIENT SUPPORT
Patients are at the center of our mission. We operate a robust patient support program, partake in regular, compliant interaction with patient advocacy groups and invite patients to share their experiences in-person and virtually. Furthermore, we are committed to providing patients with access to our medicines and work with numerous stakeholders to enable this access as appropriate. Our Expanded Access Programs help address patient needs by making certain investigational medical products or unapproved products available to eligible patients, in accordance with applicable local laws. Finally, we continue to monitor product safety in our clinical development programs and for our marketed product via our pharmacovigilance program.

DIVERSITY, EQUITY AND INCLUSION
We are committed to promoting diversity in our workforce and to taking steps to support equity and inclusion for all.

• Gender Women represent 25% of our Class III director nominees to serve until the 2027 Annual Meeting of Shareholders. As of the Record Date, women represented 33% of the Board and 38% of our Executive Committee. As of December 31, 2023 (the most recent measurement date and based on self-identified information), women comprised 53% of our overall workforce and 28% of our leadership (Vice President level and above).
• Racial and Ethnic As of the Record Date (based on self-identified information), 78% of our Board identifies as white, and 22% identifies as persons of color. As of December 31, 2023 (the most recent measurement date and based on self-identified information), 64% of our United States (“US”) workforce identifies as white, 35% identifies as persons of color, and 1% did not identify. As of the same date, 84% of our US leadership (Vice President level and above) identifies as white, 13% identifies as persons of color, and 3% did not identify.
We will continue to measure and share our diversity statistics in the future. We expect to continue to enhance our Board, leadership and workforce diversity, advance the development of diverse talent, and ensure diverse succession plans in our employee workforce, leadership and our Board. In 2023, our Employee Resource Groups (“ERGs”) met routinely with the aim of fostering a sense of community and cultural awareness among our employees. Our current ERGs include groups
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supporting female employees, working caregivers, Hispanic/Latinx colleagues, black employees, and LGBTQ+ employees. Most recently, in November 2023, we announced the creation of a new ERG, InSeason, an intergenerational ERG.
In 2023, we appointed a Director of Inclusion and Culture who reports directly to the Chief People Strategy Officer. Our Director of Inclusion and Culture is responsible for developing and advancing our strategy related to diversity, equity, inclusion, and belonging. In addition, we are committed to equitable pay for all employees and use industry benchmarks and annual compensation reviews to ensure a fair and bias-free compensation system.

EMPLOYEE WELLNESS
After receiving the same honors in 2021 and 2022, we were again ranked as the top company to work for in the biopharma industry in Science’s 2023 Top Employers Survey and certified in the US as a Great Place To Work. Additionally, in 2022, we were ranked number 2 in Fortune’s 25 Best Small and Medium Workplaces in Biotechnology and Pharmaceuticals.
We are dedicated to investing in our employees and workplace culture. As part of this effort, we have put in place several financial wellness programs for the benefit of our workforce, including an Employee Stock Purchase Plan and 401(k) match program.
In 2024, our US headquarters achieved the WELL Health-Safety Rating, acknowledging that we have taken important steps toward cultivating an environment that prioritizes the well-being of everyone who enters our office.
We offer our employees Thriveful, an internal platform providing a diverse array of programs and resources designed to support employee health, financial wellness, professional development and social wellbeing. Examples include health screenings, reproductive care benefits, financial and equity education, skills training, and opportunities for connectedness and relationship building.

ENVIRONMENTAL IMPACT
We are cognizant of our responsibility to our broader environment and have supported several green measures at our headquarters in an effort to reduce our Company’s carbon footprint, including increasing recycling efforts, using energy-efficient rooftop HVAC units, installing electric car chargers, and limiting waste in food service distribution. In our research laboratories, hazardous and chemical waste are responsibly managed and tracked in line with regulatory requirements. We continue to explore ways to improve our sustainability efforts.

COMMUNITY SERVICE
We are committed to giving back to our communities, with a focus on three key areas: health, education, and human services. We partake in several employee-led community service initiatives both in the US and abroad.
In 2023, we held our second annual Global Day of Good, a company-wide day of service focused on making an impact in the communities where we live and work. More than 700 employees participated globally in service activities that focused on our three key areas of impact.
In furtherance of our effort to give back to our communities, we offer a matching gift program through which employee donations are eligible to be matched 1:1 by the Company, up to a certain annual limit.
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AUDIT COMMITTEE REPORT AND INDEPENDENT AUDITOR FEES
Report of the Audit Committee
The Audit Committee selects the Company’s independent registered public accounting firm and regularly meets with and holds discussions with management and the Company’s independent registered public accounting firm.
The Audit Committee oversees the Company’s financial reporting process on behalf of the Board. Management has the primary responsibility for the financial statements and the reporting process including the systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”) with management, including a discussion of the accounting principles, the reasonableness of significant judgments, and the quality and clarity of disclosures in the financial statements.
The Audit Committee reviewed with Ernst & Young, which is responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, its judgments as to the overall quality of financial reporting, the Company’s accounting principles, and such other matters as are required to be discussed with the Audit Committee by Public Company Accounting Oversight Board (“PCAOB”) standards.
In addition, the Audit Committee discussed with Ernst & Young its independence from management and the Company, including the matters described in the written disclosures and letter required by PCAOB standards from Ernst & Young to the Audit Committee regarding the independent accountant’s communications with the Audit Committee concerning independence, and considered the compatibility of non-audit services with the independence of the independent registered public accounting firm.
In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board approved, that the audited financial statements be included in the Company’s Annual Report for filing with the SEC.
The Audit Committee
David W.J. McGirr, Chair
Alfred F. Altomari
Carol A. Schafer
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AUDIT COMMITTEE PRE-APPROVAL POLICY
The Audit Committee has adopted an Audit Committee Pre-Approval Policy for the pre-approval of audit services and permitted non-audit services by the Company’s independent registered public accounting firm in an effort to ensure that the provision of such services does not impair the independence of the independent registered public accounting firm from the Company and is consistent with the rules of the SEC. The policy requires pre-approval by the Audit Committee of the terms and fees of all audit, review and attestation engagements and related services. The policy also requires the Audit Committee to pre-approve the provision of any audit-related services or non-audit services and determine they would not impair the independence of our independent registered public accounting firm. The policy prohibits the Audit Committee from retaining our independent registered public accounting firm in connection with a transaction initially recommended by such firm, the purpose of which may be tax deferral or reduction. The policy delegates pre-approval authority to the Chair of the Audit Committee or, if the Chair is not available, to any of the Audit Committee’s members, but any pre-approval decision must be reported to the Audit Committee at its next scheduled meeting. All of the services performed by Ernst & Young in the year ended December 31, 2023 were pre-approved in accordance with the pre-approval policy.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEE DISCLOSURE
The Audit Committee reviewed the aggregate fees billed by Ernst & Young for professional services rendered for the years ended December 31, 2023 and 2022, which were as follows:
 
2023
2022
Audit Fees
$2,365,178
$2,560,659
Audit-Related Fees
225,000
Tax Fees
All Other Fees
222,667
Total Fees
$2,365,178
$3,008,326
Audit fees in 2023 and 2022 include fees for services performed to comply with generally accepted auditing standards. These services include the integrated year-end audit of our consolidated financial statements, attestation services with respect to our internal control over financial reporting, quarterly reviews, accounting consultations on matters addressed during the audit or quarterly reviews, review of documents filed with the SEC, and $225,000 and $182,500 paid to Ernst & Young for consent and comfort letter procedures for registration statements filed in 2022 and 2023, respectively. Audit-related fees in 2022 include fees related to the implementation of the Company’s new global enterprise resource planning system. Amounts reflected in “All Other Fees” included fees related to an expanded/early access and compassionate use assessment and compliance program assessment in 2022.
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Review and Approval of Related Party Transactions
Pursuant to our written related party policy, our Audit Committee must review and consider whether to approve or ratify all related party transactions, as defined in Item 404 of Regulation S-K. In determining whether to approve or ratify a related party transaction, the Audit Committee will take into account, among other factors it deems appropriate, the purpose and potential benefits to us of the transaction, the related party’s interest in the transaction, the approximate dollar value involved in the transaction, whether the transaction was undertaken in the ordinary course of business, whether the related party transaction is on terms no less favorable to us than terms generally available to us from an unaffiliated third-party under the same or similar circumstances, and whether, under all the circumstances, the transaction is not inconsistent with our best interests. Any transaction which is deemed to be a related party transaction requires the approval of a majority of the disinterested Audit Committee members.
Related Party Transactions
Since January 1, 2023, there were no related party transactions, nor are there currently any proposed related party transactions, which in accordance with SEC rules, would require disclosure in this Proxy Statement.
DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires that our directors, executive officers and holders of more than 10% of our Common Stock report to the SEC their ownership of our Common Stock and changes in that ownership. Directors, executive officers, and beneficial owners of more than 10% of our Common Stock are required by applicable regulations to furnish us with copies of all Section 16(a) forms they file. As a matter of practice, members of our staff assist our executive officers and directors in preparing initial ownership reports and reporting ownership changes and typically file these reports on their behalf. Based solely upon a review of the reports filed pursuant to Section 16(a) of the Exchange Act, we believe that during the year ended December 31, 2023, our executive officers, directors, and beneficial owners of more than 10% of our Common Stock timely filed all reports required under Section 16.
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Security Ownership of Certain Beneficial Owners, Directors, and Management
The following tables set forth information about the beneficial ownership of our Common Stock as of the Record Date (except as otherwise noted), by:
each person, or group of persons, who beneficially owns more than five percent (5%) of our Common Stock, based on reports filed with the SEC pursuant to Section 13(d) of the Exchange Act;
each of our directors and director nominees;
each of our NEOs; and
all directors and executive officers as a group.
Beneficial ownership and percentage ownership are determined in accordance with Section 13 of the Exchange Act and related rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of Common Stock subject to options held by that person that are currently exercisable or exercisable within 60 days of the Record Date and restricted stock units (“RSUs”) that may vest within 60 days of the Record Date are deemed outstanding. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as indicated in the footnotes to the following tables or pursuant to applicable community property laws, to our knowledge each shareholder named in the tables has sole voting and investment power with respect to the shares set forth opposite such shareholder’s name. As of the Record Date, there were 148,555,217 shares of Common Stock outstanding.
 
SHARES BENEFICIALLY OWNED1
NAME AND ADDRESS
NUMBER
PERCENTAGE
Greater Than Five Percent (5%) Shareholders
The Vanguard Group2
100 Vanguard Blvd., Malvern, PA 19355
14,125,521
9.5%
BlackRock, Inc.3
55 East 52nd Street, New York, NY 10055
11,492,282
7.7%
T. Rowe Price Associates, Inc.4
100 E. Pratt Street, Baltimore, Maryland 21202
10,779,225
7.3%
1.
All information in this table, including the footnotes thereto, is derived from third-party filings made with the SEC, as described in the footnotes. We have not independently verified this information.
2.
Based solely on a Schedule 13G/A filed with the SEC on February 13, 2024, as of December 29, 2023, The Vanguard Group reported an aggregate beneficial ownership of 14,125,521 shares of our Common Stock, with shared voting power over 255,657 shares, sole dispositive power over 13,722,252 shares and shared dispositive power over 403,269 shares.
3.
Based solely on a Schedule 13G/A filed with the SEC on January 25, 2024, as of December 31, 2023, BlackRock, Inc. reported an aggregate beneficial ownership of 11,492,282 shares of our Common Stock, with sole voting power over11,416,468 shares and sole dispositive power over 11,492,282 shares, including shares held by a number of its subsidiaries.
4.
Based solely on a Schedule 13G/A filed with the SEC on February 14, 2024, as of December 31, 2023, T. Rowe Price Associates, Inc. reported an aggregate beneficial ownership of 10,779,225 shares of our Common Stock, with sole voting power over 2,162,439 shares and sole dispositive power over 10,763,771 shares.
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SHARES BENEFICIALLY OWNED
NAME
NUMBER
PERCENTAGE
Directors and Executive Officers
Alfred F. Altomari1
56,333
*
Elizabeth M. Anderson1
55,509
*
David R. Brennan1
108,713
*
Clarissa Desjardins, M.D.2
48,787
*
Leo Lee1
111,457
*
David W.J. McGirr1
85,753
*
Carol A. Schafer3
45,097
*
Melvin Sharoky, M.D.4
342,458
*
William H. Lewis5
2,692,391
1.8%
Roger Adsett6
1,011,121
*
Sara Bonstein7
353,085
*
Martina Flammer, M.D.8
418,905
*
Drayton Wise9
405,235
*
All current directors and executive officers
as a group (15 persons)
6,759,647
4.6%
*Denotes ownership of less than 1% of the outstanding shares of our Common Stock.
1.
Includes 13,192 RSUs that will vest within 60 days of the Record Date.
2.
Includes 13,192 RSUs that will vest within 60 days of the Record Date and 35,595 shares of our Common Stock that are held by 1315790 BC ULC, a holding company wholly owned by Dr. Desjardins.
3.
Includes 13,192 RSUs that will vest within 60 days of the Record Date and that are held by the Carol A. Schafer Revocable Trust.
4.
Includes (a) 13,192 RSUs that will vest within 60 days of the Record Date, (b) 7,714 shares of our Common Stock held by The Sharoky Family Foundation, Inc., (c) 15,900 shares of our Common Stock held by Baby Gator LLC, (d) 10,000 shares of our Common Stock held by Padonia, LLC, (e) 1,847 shares of our Common Stock held by Dr. Sharoky’s spouse, (f) 4,283 shares of our Common Stock held by Melvin Sharoky C/F Sophie C. Wink UTMA/FL, (g) 4,699 shares of our Common Stock held by Melvin Sharoky C/F Nolan M. Wink UTMA/FL, and (h) 3,000 shares of our Common Stock held by Melvin Sharoky C/F/ Tulia L. Sharoky UTMA/FL.
5.
Includes (a) 1,817,645 shares of our Common Stock that are subject to stock options that are currently exercisable or exercisable within 60 days of the Record Date and 35,184 RSUs that will vest within 60 days of the Record Date, (b) 175,530 shares of our Common Stock that are subject to stock options held by the ARTICLE 4 TRUST UNDER WILLIAM LEWIS FAMILY LEGACY TRUST U/A 11/2/2020 and (c) 245,950 shares of our Common Stock that are subject to stock options held by the ARTICLE 4 TRUST UNDER KATIE PROCTER DYNASTY TRUST.
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6.
Includes 937,320 shares of our Common Stock that are subject to stock options that are currently exercisable or exercisable within 60 days of the Record Date and 14,780 RSUs that will vest within 60 days of the Record Date.
7.
Includes 327,210 shares of our Common Stock that are subject to stock options that are currently exercisable or exercisable within 60 days of the Record Date and 20,644 RSUs that will vest within 60 days of the Record Date.
8.
Includes 394,485 shares of our Common Stock that are subject to stock options that are currently exercisable or exercisable within 60 days of the Record Date and 18,331 RSUs that will vest within 60 days of the Record Date.
9.
Includes 359,369 shares of our Common Stock that are subject to stock options that are currently exercisable or exercisable within 60 days of the Record Date and 9,105 RSUs that will vest within 60 days of the Record Date.
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Proposal No. 2
ADVISORY VOTE ON THE 2023 COMPENSATION
OF OUR NAMED EXECUTIVE OFFICERS
Information Regarding the Advisory Vote on the 2023 Compensation of our Named Executive Officers
Pursuant to Section 14A of the Exchange Act, we are holding a shareholder advisory vote on the compensation of our NEOs, as described in the “Compensation Discussion and Analysis” section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure set forth in this Proxy Statement. At the 2023 Annual Meeting, shareholders voted to hold advisory votes on an annual basis, and the Board subsequently adopted a resolution providing for such an annual vote. At the Annual Meeting, shareholders will be asked to approve the following resolution:
RESOLVED, that the shareholders of Insmed Incorporated approve, on an advisory basis, the compensation of the Company’s named executive officers, disclosed pursuant to Item 402 of Regulation S-K in the Company’s Proxy Statement for the 2024 Annual Meeting.
The Compensation Committee oversees and administers our executive compensation program, including the evaluation and approval of compensation plans, policies and programs offered to our NEOs. Our executive compensation program is designed to meet the following objectives:
align management interests with the interests of our shareholders;
emphasize the use of “at-risk” and performance-based compensation to motivate executives to advance our interests; and
provide executive compensation packages that are competitive in order to attract and retain executives whose skills are critical to the current and long-term success of the Company.
Please read the “Compensation Discussion and Analysis” section starting on page 41 of this Proxy Statement for a detailed discussion about our executive compensation programs, including information about the 2023 compensation of our NEOs.
Vote Required for Approval of this Proposal
The advisory vote on the compensation of our NEOs will be approved by the affirmative vote of the majority of votes properly cast on this proposal at the Annual Meeting. Abstentions or broker non-votes will not have an effect on the outcome of this proposal.
While this vote is being conducted on an advisory basis, and is therefore not binding on us, the vote will be carefully considered by the Compensation Committee and our Board. Both our Compensation Committee and our Board value the opinions of our shareholders and, to the extent there is any meaningful vote against the 2023 compensation of our NEOs, we will consider our shareholders’ concerns and evaluate what actions, if any, may be appropriate to address those concerns. The outcome of the vote, however, will not be construed as overruling any prior decision by the Company, the Compensation Committee or the Board.
Recommendation
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE 2023 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
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EXECUTIVE OFFICERS
The following table sets forth our current executive officers, their ages, the positions currently held by each such person as of the date of this Proxy Statement and the period holding such positions.
NAME
AGE
POSITION(S)
PERIOD DURING WHICH
OFFICER SERVED
AT THE COMPANY
William H. Lewis
55
​Chair and Chief Executive Officer
September 2012—Present
Sara Bonstein
43
Chief Financial Officer
January 2020—Present
Roger Adsett
55
Chief Operating Officer
September 2016—Present
Martina Flammer, M.D.
60
Chief Medical Officer
December 2019—Present
S. Nicole Schaeffer
55
Chief People Strategy Officer
January 2013—Present
Michael A. Smith
47
Chief Legal Officer
April 2014—Present
Drayton Wise
49
Chief Commercial Officer
February 2014—Present


Mr. Lewis’s biographical information is summarized above under Proposal 1.
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Ms. Bonstein joined Insmed as Chief Financial Officer in January 2020 and is responsible for the Company’s key financial functions, including accounting, financial planning and analysis, procurement, and investor relations. Ms. Bonstein brings more than 20 years of operational and financial leadership in the life sciences industry. Prior to joining the Company, Ms. Bonstein was Chief Financial Officer and Chief Operating Officer of OncoSec Medical Incorporated, positions she held since May 2018. From February 2014 to April 2018, Ms. Bonstein served as the Chief Financial Officer, Secretary, Treasurer and Executive Vice President at Advaxis, Inc. Prior to Advaxis, Ms. Bonstein was a Six Sigma Champion & Black Belt at Eli Lilly and Company (Lilly) from January 2012 to February 2014. From August 2004 to December 2011, Ms. Bonstein served in various finance roles at ImClone Systems (acquired by Lilly in 2008), including Director of Development Finance. From 2001 to 2004, Ms. Bonstein served in various roles at Johnson & Johnson. Ms. Bonstein has served on the board of directors of scPharmaceuticals Inc. (Nasdaq: SCPH) since July 2020 and Xilio Therapeutics, Inc. (Nasdaq: XLO) since August 2021. Ms. Bonstein holds a Master of Business Administration from Rider University and a Bachelor of Science in Finance from The College of New Jersey.

Mr. Adsett joined Insmed as Chief Commercial Officer in September 2016 and was promoted to Chief Operating Officer in November 2019. Mr. Adsett has more than 25 years of experience in the global biotechnology and pharmaceutical industry. From January 2015 to September 2016, Mr. Adsett was Senior Vice President, Head of Gastrointestinal and Internal Medicine Business Unit at Shire Plc (Shire), a global specialty biopharmaceutical company. From August 2008 to January 2015, Mr. Adsett was Senior Vice President, Gastrointestinal Business Unit Leader at Shire. From October 2005 to August 2008, Mr. Adsett was General Manager, Oral IBD Products of the Gastroenterology Business Unit of Shire. From November 1994 to October 2005, Mr. Adsett held various marketing and commercial roles at AstraZeneca plc, a multinational pharmaceutical and biopharmaceutical company. Mr. Adsett was a senior analyst at Accenture PLC, a global professional services company, from September 1991 to November 1994. Mr. Adsett has served on the board of Landos Biopharma, Inc. (Nasdaq: LABP) since March 2022. Mr. Adsett holds a Master of Business Administration from The Wharton School at the University of Pennsylvania and a Bachelor of Arts in English and Economics from Bucknell University.
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Dr. Flammer joined Insmed as Chief Medical Officer in December 2019. Dr. Flammer has over 20 years of experience in both medical and commercial roles in the global biotechnology and pharmaceutical industry. From February 2018 to October 2019, Dr. Flammer was Head of Corporate Division Customer Value, Senior Vice President at Boehringer Ingelheim International. From 2012 to 2018, Dr. Flammer held various positions at Boehringer Ingelheim, including Vice President, Clinical Development and Medical Affairs (2016 - 2018), Vice President of Medicine, Regulatory Affairs & Pharmacovigilance (2014 - 2016), and Senior Global Medical Director, Clinical Development & Medical Affairs Virology (2012 - 2014). Prior to her time at Boehringer Ingelheim, Dr. Flammer served in various roles at Pfizer, Inc. from 2000 to 2011. Dr. Flammer holds a Master of Business Administration from New York University Stern School of Business and an M.D. from University of Vienna Medical School.

Ms. Schaeffer joined Insmed as Senior Vice President, Human Resources and Corporate Services in January 2013 and was promoted to Chief People Strategy Officer in January 2018. From October through December 2012, Ms. Schaeffer was a consultant to Insmed. Ms. Schaeffer has more than 25 years of experience in human resources, organizational development, corporate operations, and building life science organizations. From March 2005 to June 2012, Ms. Schaeffer served as Senior Vice President, Administration and Human Resources, for Amicus Therapeutics where she was responsible for the human resources, facilities, and information technology functions. Prior to Amicus, she served as Senior Director, Human Resources, for three portfolio companies of Flagship Ventures (now Flagship Pioneering), a venture capital firm, and in that capacity she managed human resources for three life sciences companies. Ms. Schaeffer also held HR leadership positions with Oak Industries, from 1997 to 2000, and EMC Corporation, from 1994 to 1996. Ms. Schaeffer received her Bachelor of Arts degree from the University of Rochester and her Master of Business Administration degree from Boston University.
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Mr. Smith joined Insmed as Corporate Counsel in April 2014 and was promoted several times, including to the positions of Vice President, Corporate Counsel (September 2016 to June 2020), Senior Vice President, General Counsel – US (July 2020 to July 2021), and Senior Vice President, General Counsel (July 2021 to January 2024). Most recently, Mr. Smith was promoted to Chief Legal Officer in January 2024 and is responsible for the Company’s legal department, its global compliance program, and quality assurance. Mr. Smith served as Associate General Counsel at ViroPharma Incorporated from April 2008 until its acquisition by Shire plc in 2014. Prior to that, Mr. Smith served as Counsel at ConvaTec from June 2006 to April 2008. From May 2005 to June 2006, Mr. Smith was an Associate Attorney at Reed Smith LLP. Mr. Smith received his Bachelor of Science degree in Biology from Duquesne University and his Juris Doctor degree from Duquesne University School of Law.

Mr. Wise joined Insmed as Senior Director, Global Commercial Operations in February 2014 and has held several positions within the Company, including Senior Director, Global Marketing & Commercial Operations (October 2014 to October 2015), Vice President, Marketing & Sales (October 2015 to October 2016), Vice President, General Manager – ALIS (October 2016 to November 2019) and Senior Vice President, Head of US & General Manager, ARIKAYCE (November 2019 to May 2022). Most recently, Mr. Wise was promoted to Chief Commercial Officer in May 2022. Prior to joining the Company, Mr. Wise held various sales and commercial roles at Novartis from 1999 to 2014. Mr. Wise holds a Bachelor of Science degree in Business Administration from The Citadel and a Master of Business Administration from Emory University’s Goizueta Business School.
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COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis (the “CD&A”) explains our compensation philosophy, policies and decisions for 2023 for the following executives, whom we refer to in this CD&A and in the following tables as our NEOs:
1.
William H. Lewis, Chair and Chief Executive Officer, responsible for developing, in participation with the Board, our corporate mission and objectives and providing direction and leadership to ensure the execution of our corporate strategy and achievement of our objectives. Mr. Lewis was appointed as our Chair in November 2018.
2.
Sara Bonstein, Chief Financial Officer, responsible for managing all financial activities, including internal and external reporting, financial planning and analysis, treasury, accounting, tax, investor relations and, for most of 2023, our global compliance program.
3.
Roger Adsett, Chief Operating Officer, responsible for oversight of overall business operations, including business development, program management, technical operations and supply chain activities.
4.
Martina Flammer, M.D., Chief Medical Officer, responsible for leading global clinical development, clinical operations, regulatory affairs, drug safety and pharmacovigilance, and medical affairs.
5.
Drayton Wise, Chief Commercial Officer, responsible for global marketing, sales and commercial activities.
Executive Summary of Our 2023 Business and Strategic Achievements
We are a global biopharmaceutical company on a mission to transform the lives of patients with serious and rare diseases. Our first commercial product, ARIKAYCE, is approved in the US as ARIKAYCE (amikacin liposome inhalation suspension), in Europe as ARIKAYCE Liposomal 590 mg Nebuliser Dispersion, and in Japan as ARIKAYCE inhalation 590mg (amikacin sulfate inhalation drug product). ARIKAYCE received accelerated approval in the US in September 2018 for the treatment of Mycobacterium avium complex (“MAC”) lung disease as part of a combination antibacterial drug regimen for adult patients with limited or no alternative treatment options in a refractory setting. In October 2020, the European Commission (“EC”) approved ARIKAYCE for the treatment of nontuberculous mycobacterial (“NTM”) lung infections caused by MAC in adults with limited treatment options who do not have cystic fibrosis (“CF”). In March 2021, Japan’s Ministry of Health, Labour and Welfare (“MHLW”) approved ARIKAYCE for the treatment of patients with NTM lung disease caused by MAC who did not sufficiently respond to prior treatment with a multidrug regimen. NTM lung disease caused by MAC (which we refer to as MAC lung disease) is a rare and often chronic infection that can cause irreversible lung damage and can be fatal.
In 2023, our NEOs played critical roles in the furtherance of our mission. We continued to focus on the execution and successful US commercialization of ARIKAYCE and achieved a 24% year-over-year increase from 2022 in global ARIKAYCE revenues.
We continued to advance the post-marketing confirmatory clinical trial program of ARIKAYCE in patients with newly diagnosed or recurrent NTM lung disease caused by MAC who had not started antibiotics. In September 2023, we shared positive topline data from the ARISE trial, an interventional study of ARIKAYCE designed to validate a patient-reported outcome (“PRO”) tool in MAC lung disease. We continue to enroll patients in the Phase 3 ENCORE trial, which is designed to establish the clinical benefits and evaluate the safety of ARIKAYCE
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in patients with newly diagnosed or recurrent MAC lung disease who had not started antibiotics using the PRO tool validated in the ARISE trial. In December 2023, we received written feedback from the FDA on the PRO tool based on the ARISE trial and we expect to meet with the FDA to gain additional insights and guidance, from which we will finalize the statistical plan for the ENCORE study.
We also have a robust pipeline which includes the following clinical-and preclinical-stage product candidates:
PIPELINE STAGE
PRODUCT
CANDIDATE
POTENTIAL DISEASE AREA(S)
Clinical Stage
(Phase 3)
brensocatib
Therapeutic potential in bronchiectasis and other neutrophil-mediated diseases, including CRSsNP
Clinical Stage
(Phase 2)
​TPIP
Formulation that may offer a differentiated product profile for patients with PH-ILD and pulmonary arterial hypertension (“PAH”)
Early Stage
(Preclinical)
Various preclinical compounds
Opportunities related to multiple rare diseases of unmet medical need
Throughout 2023, we continued to advance the Phase 3 ASPEN study, a global, randomized, double-blind, placebo-controlled trial to assess the efficacy, safety, and tolerability of brensocatib in patients with bronchiectasis. The ASPEN study completed enrollment in adult patients on March 31, 2023 and enrolled 1,682 adult patients at approximately 460 sites in 40 countries. We expect to report topline data in the latter part of the second quarter of 2024. If ASPEN is successful and regulatory approval is obtained, we anticipate a launch in bronchiectasis in the US in mid-2025, followed by launches in Europe and Japan in the first half of 2026. In 2023 we continued to advance our launch readiness activities in preparation for these potential launches. In addition, in early 2023 we shared the results from the Company’s Phase 2 pharmacokinetics/pharmacodynamics multiple-dose study in CF and we initiated the Phase 2b BiRCh trial of brensocatib in patients with CRSsNP by the end of 2023.
In our TPIP development program, we currently have two parallel Phase 2 studies ongoing: a Phase 2 study in patients with PH-ILD over a 16-week treatment period to assess safety and tolerability and a Phase 2b study in PAH patients over a 16-week treatment period to evaluate the effect of TPIP on pulmonary vascular resistance and six-minute walk distance. In October 2023, we shared blended and blinded data from these two ongoing Phase 2 studies and in November 2023, we completed enrollment in the PH-ILD study, with 39 patients enrolled.
Our early-stage research efforts are comprised of our preclinical programs, advanced through internal research and development and augmented through business development activities. In January 2023, we acquired Vertuis Bio, Inc., a privately held, preclinical stage company engaged in the research and development of gene therapies for rare genetic disorders. In June 2023, we acquired Adrestia Therapeutics Ltd., a privately held, preclinical stage company using precision genetic models to search for therapeutic targets, precision diagnostics, novel drug compounds and new applications for existing drugs. We continue to progress our early-stage research programs across a wide range of technologies and modalities, including gene therapy, artificial intelligence-driven protein engineering, protein manufacturing, RNA end-joining, and synthetic rescue.
More broadly from a strategic and operational standpoint, during 2023 we announced our collaboration with Google Cloud to develop the Company’s use of generative artificial intelligence in drug discovery, drug development, drug commercialization, and enabling functions; continued to enhance our culture, evidenced by our
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pulse survey results, our ranking as the top company to work for in the biopharma industry in Science’s 2023 Top Employers Survey for the third year in a row, and certification as a Great Place to Work in the United States, also for the third year in a row; and expanded our leadership team with talented executives in key financial, medical, commercial, sales, clinical, and compliance roles.
Compensation Philosophy and Principles
We operate in a competitive, rapidly changing, and heavily regulated industry. The long-term success of our business requires us to be resourceful, adaptable, and innovative, and the skills, talent, and dedication of our executive officers are critical components to this success. Therefore, our compensation program for our executive officers, including our NEOs, is designed to attract, retain, and incentivize the best possible talent. The Company’s compensation program for NEOs is structured to implement the following guiding principles:
Align Executives’ Interests with those of our Shareholders
A significant portion of our NEOs’ compensation is in the form of equity awards based on our belief that equity awards align management’s interests with the creation of sustainable long-term shareholder value. Executive officers are also subject to share ownership guidelines which require them to maintain a minimum interest in Insmed stock.
Use “At-Risk” Compensation to Incentivize Executives
A substantial portion of our NEOs’ compensation is based on “at risk,” or variable, compensation, such as annual cash incentives and stock options. We believe this mix of compensation best aligns the interests of our NEOs with those of our shareholders over time and contributes to the achievement of short-term goals and the advancement of our long-term strategy through long-term goals. In 2023, approximately 92% of our CEO’s annual target direct compensation was “at risk,” and approximately 86% of our other NEOs’ annual target direct compensation was “at risk.” Annual target direct compensation as shown below consists of base salary, the target annual incentive award and the grant date fair value of RSUs and stock options granted in 2023.
CEO TARGET DIRECT COMPENSATION

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OTHER NEO TARGET DIRECT COMPENSATION (AVERAGE)


Pay for Performance
We reward each NEO for attaining established Company and individual goals. The attainment of these goals requires the NEO to dedicate his or her time, effort, skills and business experience to the long-term success of the Company and the maximization of shareholder value. A significant portion of the NEOs’ compensation is based both on Company and individual performance, and our executive compensation program is designed to reward both short-term and long-term performance. Short-term performance of our NEOs is principally rewarded through annual cash incentives that reflect the achievement of corporate goals and, with respect to NEOs other than our CEO, individual goals. Long-term performance of our NEOs is largely rewarded through stock option and RSU awards that are eligible to vest based on continued service and have a value tied to share price appreciation. In addition, an incremental award of PSUs was made in 2022 to align a select group of senior leaders, including our NEOs, and retain them through a critical period for the Company in relation to the brensocatib clinical trials. The vesting of these awards is subject to robust goals based on the achievement of key milestones within a defined window, and a total shareholder return (“TSR”) assessment relative to the Nasdaq Biotechnology Index (the “Nasdaq Biotech Index”). If the milestone conditions are not achieved, if TSR is negative or below the 25th percentile relative to the Nasdaq Biotech Index constituents, or if an executive does not remain in continuous employment for a defined period, no PSUs will vest. This further aligns the compensation of our executives with the performance of the Company, and our success in unlocking long-term value for our shareholders in a timely manner. Further details on the PSUs can be found in “2022 Performance-Based Restricted Stock Units.”
Pay Competitively to Attract and Retain Skilled Executive Officers
Our executive compensation program is designed to allow the Company to attract and retain individuals whose skills are critical to the current and long-term success of the Company. Because competition for top talent is intense in our industry, institutional knowledge is of material value, and loss of critical talent can be highly disruptive, retention is a key objective of our executive compensation program. The compensation program is designed to appropriately compensate our executive officers for the success of the Company from a competitive standpoint, so that they remain with the Company and continue to contribute to the Company’s long-term success. We seek to achieve this objective by setting target compensation levels appropriately relative to market, granting equity that vests based on continued service, and, in respect of the PSU awards, the additional achievement of performance milestones. Stock options further enhance retention given their alignment with long-term stock price performance, and provisions that reduce exercise periods to no longer than three months on separation.
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Say on Pay
At our 2023 Annual Meeting, we held an advisory vote on the compensation of our NEOs. Over 95% of the shares voted were voted in favor of our say-on-pay proposal. Additionally, the Company has discussed executive compensation matters with certain of our investors. The Compensation Committee considered these voting results, commentary in reports issued by major proxy advisory firms used by our institutional investors, and feedback received during discussions with our investors and believes they affirm the Company’s compensation philosophy and the principles discussed above.
Corporate Governance Perspectives on our Executive Compensation Program
We believe the following aspects of our executive compensation program reflect our commitment to strong corporate governance:
Our Compensation Committee has overall responsibility for executive compensation plans, policies, and programs, although our independent Board members approve recommendations made by our Compensation Committee regarding the compensation of our CEO;
Performance metrics that govern incentive compensation are established by our Compensation Committee at the start of each fiscal year and performance against those metrics are reviewed by our Compensation Committee at the end of the year;
Our executive compensation program, in the aggregate, rewards performance and aims to drive the Company’s strategic objectives;
Payouts made pursuant to individual and corporate multiplier ranges are capped at a predetermined maximum amount, irrespective of performance that exceeds objectives;
Our Compensation Committee has the ability to exercise its discretion to reduce or eliminate incentive compensation payouts;
A compensation recoupment policy is maintained with provisions beyond those required by Dodd Frank and Nasdaq, providing the Compensation Committee with the ability to recoup certain payments, including time-vested equity compensation in defined circumstances;
We have several other risk mitigation policies and practices in place, including an annual compensation risk review that includes sales plans below the executive level, share ownership guidelines, and an insider trading policy with anti-hedging and anti-pledging provisions;
Our Compensation Committee regularly meets in executive sessions;
Our independent compensation consultant reports directly to the Compensation Committee and meets regularly with the Compensation Committee;
The employment agreements for our NEOs do not provide for tax “gross-ups” or payments on a change in control absent termination of the NEO’s employment; and
Our executive compensation program seeks to balance short-term pay opportunities through annual cash incentives with long-term incentive opportunities through equity awards and employs both fixed compensation components (base salary) and variable compensation components (annual cash incentives and equity awards).
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Risk Mitigation Policies and Practices
Insmed recognizes the importance of a robust risk management environment, and our compensation programs are an important part of this.
Annual Compensation Risk Review
Each year the Compensation Committee receives an update on the global incentive compensation programs and executive compensation program to identify potential areas of risk and actions taken to mitigate that risk. These reviews seek to determine whether each risk is appropriate, and that sufficient controls are in place from a governance standpoint. The 2023 update confirmed that no inappropriate risks were identified. The Compensation Committee does not believe that our executive compensation program is reasonably likely to have a material adverse effect on the Company based on our compensation philosophy and principles and the governance principles described above.
Stock Ownership Guidelines
Senior executives, including all of our NEOs, are subject to stock ownership guidelines which require them to maintain a minimum interest in Insmed Common Stock. These guidelines further align the interests of our executives with those of our shareholders, encourage them to think like long-term owners and stewards of the company, and discourage decisions focused only on the short-term.
Minimum ownership requirement
• CEO: 300% of base salary
• Other NEOs: 100% of base salary
Equity interests considered in assessing compliance
• Common Stock held by the executive (directly or indirectly)
• Stock options that are fully vested and in-the-money
• Restricted stock units that are unvested
Time horizon for compliance
• Five years from date of appointment as an NEO
Compliance with the guidelines is assessed annually, and in the event an executive is not meeting their requirement or showing sufficient progress within the defined window, the Compensation Committee may take action. As of the Record Date, all NEOs had satisfied their respective requirements.
Compensation Recoupment Policy
During the year, the Compensation Committee approved amendments to the compensation recoupment policy to ensure it was compliant with Nasdaq listing exchange requirements.
The policy contains two key sections:
The first enables the mandatory recoupment of “excess compensation” in the event of a restatement;
The second provides the ability to determine whether to recoup compensation in the event of fraud or intentional misconduct that contributed to a restatement.
Both sections apply to former and current executive officers, with the second section covering any equity compensation (including time-vested awards), cash incentives and severance payments. The above is a high-level overview of key terms. A full copy of the policy can be found filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2023. No recoupments were pursued under the policy during 2023.
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Insider Trading Policy
Our insider trading policy prohibits our employees, including officers and directors, from (i) engaging in hedging transactions (whether through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, exchange funds, or otherwise) involving the Company’s securities and (ii) pledging the Company’s securities as collateral for loans of any type without the prior approval of the Chief Financial Officer and Chief Legal Officer. Executive officers seeking to pledge the Company’s securities as collateral must receive approval from the Compensation Committee. No such pledges by executive officers were approved during 2023.
Executive Compensation Determination Process
Role of the Compensation Committee and the Board in Making Compensation Decisions
Our Compensation Committee has been delegated the authority to make determinations regarding all elements of compensation for our executive officers, except for Mr. Lewis, our CEO. Our Compensation Committee recommends to our independent Board members the individual elements of total compensation for Mr. Lewis for approval. The independent Board members review this recommendation and determine the compensation for Mr. Lewis. As discussed in further detail below, in assessing executive compensation, our Compensation Committee engages an outside independent compensation consultant to assess the competitiveness of our programs and periodically conducts a peer group review.
Role of Management
The Compensation Committee, in making executive compensation decisions, may solicit input from management as appropriate with respect to individual and Company performance and results. The Compensation Committee receives recommendations and evaluations from the CEO with respect to the compensation and performance of our NEOs (aside from his own compensation and performance) and Company performance. The Compensation Committee considered the CEO’s assessment along with the input of its independent compensation consultant when making 2023 compensation decisions for our NEOs (other than our CEO).
Role of the Compensation Consultant
The Compensation Committee is authorized to select and retain its own independent compensation consultant and has routinely sought the advice of an independent compensation consultant regarding our executive compensation practices. During 2023, WTW, in addition to attending meetings, provided support on matters including long-term incentive design, executive officer and director compensation, investor engagement, and regulatory updates. The Compensation Committee evaluates the independence of its compensation consultant on an annual basis and has concluded that WTW was independent during its tenure in 2023.
Shareholder Feedback
At our 2023 Annual Meeting, we held an advisory vote on the compensation of our NEOs. Of the shares voted, over 95% were voted in favor of our say-on-pay proposal which indicates continued strong support for the design and operation of our executive compensation program. Additionally, as part of ongoing engagement between the Company and investors, we provide a forum for direct feedback on executive compensation matters. The Compensation Committee considers the say-on-pay outcome, proxy advisor views, and any feedback received from investors annually when reviewing the compensation program.
Taking into account the sustained high voting outcome and feedback received, the Compensation Committee believes this reaffirms the Company’s compensation philosophy, design, and operation as disclosed in this CD&A.
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Compensation Evaluation Processes and Criteria
Given the high demand for the experienced and well-qualified executives we seek to employ, the Compensation Committee reviews data and information from a variety of sources such as outside surveys of compensation and benefits for executive officers in the biotechnology industry, as well as public information regarding executive compensation at peer biotechnology companies. The Compensation Committee also draws upon the personal knowledge of its members with respect to executive compensation at comparable companies.
In determining the amount and composition of compensation elements (cash and non-cash elements and short- and long-term elements) for each NEO other than the CEO, our Compensation Committee reviews the performance of each executive officer holistically. In setting compensation levels for such officers for 2023, our Compensation Committee considered many factors, including, but not limited to, the following factors:
our achievement of certain product development, financial, strategic planning, and other goals;
for each NEO other than the CEO, such officer’s individual performance against pre-established goals, as discussed in more detail below;
the scope and strategic impact of each executive officer’s responsibilities;
our past business performance;
our long-term goals and strategies;
the experience of each executive officer;
past compensation levels of each executive officer and of the executives as a group;
internal equity and the relative levels of pay among executive officers;
the amount of each element of compensation in the context of the executive officer’s total compensation and other benefits;
for each executive officer other than the CEO, the evaluations and recommendations of our CEO; and
the competitiveness of our compensation relative to selected peer group companies and other survey data, which are described below.
Consideration of these factors is subjective. No relative weights or rankings are assigned to them except as otherwise discussed in this CD&A.
For the CEO’s compensation, the Compensation Committee reviews and evaluates the performance of the CEO and recommends to the independent Board members the individual elements of his total compensation. This takes into consideration, among other things, individual performance, experience, prior compensation levels, alignment of compensation outcomes and potential compensation with Company performance, retention concerns, our general performance objectives, and the compensation practices of peer companies and the markets in which we compete for executive talent. The Board then must approve the CEO’s compensation. The CEO is not present during voting or deliberations on his compensation.
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Selection of Peer Companies and Benchmarking
The Compensation Committee, with the support of its independent compensation consultant, conducts an annual review of the peer group used for benchmarking compensation levels. The peer group used to inform 2023 compensation was approved by the Compensation Committee in August 2022. In assessing potential peers, consideration is given to publicly traded biopharmaceutical companies that are similar to the Company in terms of market capitalization, revenue, research and development expense, pipeline profile, and headcount. There is a focus on maintaining stability in peers over time, while ensuring the group remains sufficiently robust and relevant. Compared to our 2022 peer group, the 2023 peer group reflects (i) the addition of the companies that are marked by an asterisk below, (ii) the removal of Acceleron Pharma Inc. following completion of Merck’s acquisition of Acceleron in 2021, and (iii) the removal of Clovis Oncology, Inc., Heron Therapeutics, and Omeros Corporation given their relative size and pipeline. The Compensation Committee concluded that these adjustments to the peer group were appropriate given the number of employees, market capitalization, stage of development, and merger-and-acquisition activity of the Company and historical and potential peer companies. The table below depicts our 2023 peer group:
Acadia Pharmaceuticals Inc. (ACAD)
​Halozyme Therapeutics, Inc. (HALO)
Agios Pharmaceuticals, Inc. (AGIO)
​Intercept Pharmaceuticals, Inc. (ICPT)
Amicus Therapeutics, Inc. (FOLD)
​Nektar Therapeutics (NKTR)
Arrowhead Pharmaceuticals* (ARWR)
​PTC Therapeutics, Inc. (PTCT)
​bluebird bio, Inc. (BLUE)
​Sangamo Therapeutics, Inc. (SGMO)
Blueprint Medicines* (BPMC)
Sarepta Therapeutics, Inc. (SRPT)
Corcept Therapeutics Incorporated (CORT)
Ultragenyx Pharmaceutical Inc. (RARE)
Editas Medicine, Inc. (EDIT)
The number of employees at the companies in our 2023 peer group ranged from 145 to 1,172, with a median of 496 employees, and these companies had average market capitalizations that ranged from approximately $521 million to $6.7 billion, with a median of approximately $2.7 billion. Employee numbers were as of the most recently reported fiscal year-end prior to June 2022 and market capitalizations were the trailing twelve-month average as of June 1, 2022. The peer group was identified assuming an estimated 613 Company employees, and an estimated market capitalization for the Company of $2.1 billion to $3 billion (reflecting spot and trailing twelve-month average references, respectively, as of June 1, 2022). Insmed was positioned at the 51st and 60th percentile, respectively, on spot and trailing twelve-month market capitalization and the 64th percentile on headcount. Given the timing of the analysis, the data considered by the Compensation Committee in 2022 to inform 2023 compensation decisions was largely reflective of 2021 practices as disclosed by peers during 2022.
WTW provided comparative data regarding base salaries, short-term cash incentives, and long-term equity incentives for relevant executive officer roles at companies in the 2023 peer group. Using this compensation data and relevant survey data, the Compensation Committee established benchmarks with primary reference to median peer practices for the purpose of evaluating compensation ranges for base salary, annual cash incentive targets, and long-term equity incentives for each of our NEOs.
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Components of Compensation
In summary, the compensation paid to our executive officers in 2023 included the following components:
COMPONENT
PURPOSE OF COMPONENT
Base Salary
Provide our executive officers with a level of stability and certainty each year based on role, evolving responsibilities, experience, and competitive market positioning.
Annual Cash Incentives
Motivate and reward executive officers for short-term corporate performance and, other than our CEO, individual performance.
Long-term Equity
Incentives
Motivate and reward executive officers for long-term corporate performance.
Align the interests of management and shareholders, thereby enhancing shareholder value.
Attract, motivate, and retain talented employees.
Health, Welfare, and Retirement Programs
Provide market competitive benefits to protect employees’ and their covered dependents’ health and welfare.
Provide a program to foster retirement savings.
Severance and Change
in Control Benefits
Discourage turnover and mitigate the influence of a potential change in control on an executive officer’s decision-making due to concerns regarding job security.
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The components of our compensation program and compensation decisions for 2023 for each NEO are described in more detail below:
Base Salary
The Compensation Committee reviews and sets base salaries for executives, other than the CEO, on an annual basis during the first quarter of each year. The Board annually determines the base salary for our CEO based on the recommendation of our Compensation Committee.
Our Board and Compensation Committee seek to establish and maintain base salaries for each position and level of responsibility that (i) are competitive with those of executive officers in our peer group and (ii) reflect individual performance contributions. Our Compensation Committee reviews variances between the salary levels for each of our executive officers and the executive officers of the companies included in our peer group and determines, in its discretion, individual salary adjustments after considering the factors described above, although no relative weights or rankings are assigned to these factors. In setting the base salary for our NEOs other than our CEO, the Compensation Committee also considers the recommendations of our CEO.
Our NEOs received increases to their base salaries in January 2023, as shown in the table below.
 
BASE SALARIES
NAME
ANNUAL RATE
APPROVED
IN 2022
ANNUAL RATE
APPROVED
IN 2023
% INCREASE
William H. Lewis1
$734,850
$780,000
6.1%
Sara Bonstein2
$477,580
$511,010
7.0%
Roger Adsett
$560,190
$577,000
3.0%
Martina Flammer, M.D.3
$534,320
$555,690
4.0%
Drayton Wise4
$500,000
$530,000
6.0%
1.
The Compensation Committee recommended, and the Board approved, a 6.1% increase for Mr. Lewis in 2023, reflecting a combined merit and market adjustment. This adjustment was intended to reposition Mr. Lewis around the market median in accordance with our compensation philosophy and was supported by strong individual performance.
2.
The Compensation Committee approved a 3% increase as a market adjustment for Ms. Bonstein in 2023 to position her compensation closer to the market median, in addition to the 4% merit increase on her base salary.
3.
The Compensation Committee approved a 1% increase as a market adjustment for Dr. Flammer in 2023 to position her compensation closer to the market median, in addition to the 3% merit increase on her base salary.
4.
The Compensation Committee approved a 2% increase as a market adjustment for Mr. Wise in 2023 to position his compensation closer to the market median, in addition to the 4% merit increase on his base salary.
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Annual Cash Incentives
We maintain an annual cash incentive program for all of our employees to motivate and reward the attainment of annual corporate goals and individual goals. In establishing targets for the cash incentive awards for our executive officers, the Compensation Committee (and the Board, in the case of our CEO) considers target annual cash incentive opportunities extended to executive officers in similar positions at companies included in our peer group.
Target cash incentive award percentages in 2023 were increased by 5% for all NEOs except for Mr. Adsett. The target cash incentive award percentages were increased to ensure that target pay opportunities were market competitive with reference to median practices among compensation peers.
 
TARGET CASH INCENTIVE
AWARD OPPORTUNITY AS A
PERCENTAGE OF BASE SALARY
NAME
2022
2023
William H. Lewis
70%
75%
Sara Bonstein
40%
45%
Roger Adsett
50%
50%
Martina Flammer, M.D.
40%
45%
Drayton Wise
40%
45%
The cash incentive award for our NEOs other than Mr. Lewis is determined by reference to both corporate and individual goals, with 75% tied to corporate goals and 25% tied to individual goals. The Compensation Committee believes that including a component linked to individual goals is important to appropriately reflect their achievements in areas of focused accountability relative to goals established in the first quarter of the year. Given Mr. Lewis’s substantial influence on and accountability for the overall performance of the Company, the Compensation Committee and Board believe it is appropriate and in the best interests of our shareholders to have Mr. Lewis’s cash incentive award based solely upon the achievement of corporate objectives.
Payouts for corporate goals were based upon the product of each NEO’s respective target award and an overall corporate multiplier (ranging between 0% and 200%), which was determined based on Company performance during 2023. For each NEO other than the CEO, payouts for individual objectives were based on the product of each NEO’s respective target award times an individual multiplier (ranging between 0% and 175%), which was determined based on achievement of individual goals for 2023.
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Corporate Goals
At the beginning of each year, management recommends annual corporate objectives to the Compensation Committee for approval. These objectives serve as the basis for determining our performance against key strategic and operating parameters for the year.
The Compensation Committee (and the Board, with respect to our CEO) approved the following corporate objectives and weightings for 2023. While each area had specific goals, the goals themselves are not disclosed below due to commercial sensitivity.
CORPORATE OBJECTIVES
WEIGHTING (% OF
CORPORATE OBJECTIVES)
Advancement of ARIKAYCE
30%
Advancement of Brensocatib
30%
Advancement of TPIP
10%
Advancement of Translational Medicine
15%
Enhance Corporate Operations
15%
Total
100%
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The following achievements were factors taken into consideration when assessing Company performance relative to the pre-set performance goals for 2023:
CORPORATE
OBJECTIVE
KEY ACHIEVEMENTS
Advancement of
ARIKAYCE
​Achieved 24% revenue growth for ARIKAYCE in 2023 compared with 2022
Exceeded Japan revenue expectations
Announced topline ARISE data on time
Significant progress on ENCORE enrollment
Advancement of
Brensocatib
Completed ASPEN enrollment on time in the first quarter of 2023
First patient randomized in the Phase 2 BiRCH trial in patients with CRSsNP in the second half of 2023
Advancement of
TPIP
Achieved over-enrollment of PH-ILD trial by year-end 2023
Achieved PAH enrollment of approximately 45% of target by year-end 2023
Advancement of
Translational
Medicine
Continued to advance research efforts in gene therapy, AlgaeneX and Deimmunized by Design
Improve Corporate
Operations
Stayed within operating expense budget (excluding Adrestia acquisition costs)
Ensured adequate commercial and clinical trial supplies for all programs
Continued to enhance our culture of feedback, inclusion and transparency and demonstrated commitment to developing and retaining employees; annual pulse survey performance in line with prior year
Published inaugural Responsibility Report in the third quarter of 2023
Ranked as the top company to work for in the biopharma industry in Science’s 2023 Top Employers Survey for third year in a row and certified again in the United States by Great Place To Work
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The following table provides a breakdown of how the Board, with respect to our CEO, and the Compensation Committee, with respect to our remaining NEOs, determined that we performed against each of these corporate objectives during 2023:
CORPORATE
OBJECTIVES
WEIGHTING
(% OF
CORPORATE
OBJECTIVES)
ACTUAL
PERFORMANCE
ACTUAL % OF
CORPORATE
OBJECTIVES
EARNED
Advancement of ARIKAYCE
30%
120%
36%
Advancement of Brensocatib
30%
120%
36%
Advancement of TPIP
10%
100%
10%
Advancement of Translational Medicine
15%
95%
14.25%
Improve corporate operations
15%
120%
18%
Total Based on Objectives
100%
114.25%
Board of Directors’ Exercise of Discretion
5.75%
Total Corporate Performance
120%
In determining the total corporate performance achievement in 2023, the Compensation Committee considered other significant achievements of the Company, including: the Company’s progress on launch readiness activities; the uninterrupted delivery of clinical supply despite regional pressures and geopolitical events; the Company’s stock performance in 2023, particularly in light of the broader market landscape; the announced collaboration with Google Cloud to develop the Company’s use of generative artificial intelligence in drug discovery, drug development, drug commercialization, and enabling functions; and the continued focus on workforce enhancements through hiring and development. In light of these other significant achievements in 2023, as well as the Company having met or exceeded nearly all of the 2023 corporate objectives, the Compensation Committee recommended to the Board that it, and the Board ultimately did, exercise its discretion to adjust the corporate performance achievement to 120%. The exercise of discretion in this case was carefully considered by the Compensation Committee and the adjustment was recommended, and ultimately approved by the Board, in order to provide a meaningful, yet modest, increase that better reflected the Company’s performance. This corporate performance factor was applied to all eligible Insmed employees participating in the annual cash incentive plan, including the NEOs.
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Individual Goals
In consultation with our NEOs, Mr. Lewis established individual goals for each of our other NEOs at the beginning of 2023 that (i) were specific to each NEO’s area of responsibility and (ii) were intended to support our corporate objectives for 2023. These individual goals were then recommended to and approved by our Compensation Committee. At the time these goals were established, the Compensation Committee believed they were challenging but attainable, and attainment was uncertain.
NAMED
EXECUTIVE
OFFICER
INDIVIDUAL GOALS
Sara Bonstein
Focus on enhancement of the talent within the functional areas reporting to you
Ensure teams are effectively allocating resources and identify areas for process improvement in budgeting and forecasting
Access capital as needed and evaluate continuously the optimal balance sheet and cash reserves to support the Company’s programs
Enhance the Company’s investor relations capabilities
Collaborate cross-functionally to optimize the Company’s procurement process, improving the monthly and quarterly close process in finance and enhancing the standing of the procurement process throughout the organization
Roger Adsett
Work cross-functionally to develop a comprehensive, multi-year, medical affairs plan to support ARIKAYCE and brensocatib
Continue focus on creating a unifying Insmed culture throughout the Company’s geographic locations
Evaluate program management efforts and develop plan for enhancing performance as the Company grows
Support the corporate objectives of continued supply for commercial and clinical trials
Assess potential go-to market timelines for gene therapies, identifying key activities and hires required to support those timelines
Continue to identify attractive business development opportunities to evaluate
Martina Flammer, M.D.
Achieve corporate objectives for clinical trial milestones and prepare for ASPEN data readout and potential submission
Prioritize management of leadership across the CMO functions with a focus on preparations to be a multi-product company
Enhance cross-functional Medical Affairs collaboration and communication
Ensure effective, proactive and transparent information sharing and communication
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NAMED
EXECUTIVE
OFFICER
INDIVIDUAL GOALS
Drayton Wise
Drive ARIKAYCE revenue growth globally and by region with the highest standards of ethics, integrity, and compliance
Transform the organization to ensure the successful launches of ARIKAYCE in newly diagnosed or recurrent MAC and brensocatib in bronchiectasis
Continue to improve communication and partnership between the commercial and medical teams
Prepare the brand, the market and the Company for the launch of brensocatib in bronchiectasis in advance of ASPEN readout
With input from Mr. Lewis, the Compensation Committee made a qualitative determination following the end of the year as to the level of achievement by each of these NEOs with regard to his or her respective individual performance objectives.
The Compensation Committee and CEO reviewed individual performance during the year for the non-CEO NEOs, and determined that achievements versus objectives were above target and aligned with the overall corporate performance, resulting in a payout factor of 120% in respect of this component. In addition, in light of Mr. Wise’s achievements in ARIKAYCE growth globally and brensocatib launch readiness activities, the Compensation Committee approved a payout factor of 135% with respect to his individual goals. Based upon our achievement of the corporate goals summarized above, as well as the achievement of individual goals set by the Compensation Committee, our NEOs earned the following cash incentive awards for 2023:
 
 
 
ALLOCATION OF BONUS
ACTUAL BONUS
ACHIEVEMENT
NAME
BASE
SALARY
TARGET
BONUS %
CORPORATE
GOALS
INDIVIDUAL
GOALS
CORPORATE
GOALS
INDIVIDUAL
GOALS
2023
CASH
BONUS
William H. Lewis
$780,000
75%
100%
120%
$702,000
Sara
Bonstein
$511,010
45%
75%
25%
120%
120%
$276,000
Roger
Adsett
$577,000
50%
75%
25%
120%
120%
$346,200
Martina
Flammer,
M.D.
$555,690
45%
75%
25%
120%
120%
$300,100
Drayton
Wise
$530,000
45%
75%
25%
120%
135%
$295,200
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Long-term Equity Incentives
One of the guiding principles of our executive compensation program is pay for performance, and we believe that a significant portion of our executives’ compensation should be performance-based to create appropriate incentives and rewards for achieving strategic goals that are critical drivers of shareholder value. In addition, the Compensation Committee believes and considers the following in approving equity plan design and award values:
Equity-based compensation creates an ownership culture that rewards our executives for maximizing shareholder value sustainably over time, and, in combination with stock ownership, aligns our executives’ interests with those of our shareholders
Equity incentives reward our executives for their contributions to the long-term success of the Company
The combination of stock options and RSUs drives performance and a long-term mindset while encouraging retention
We believe stock options are a form of performance-based incentive compensation because they require stock price appreciation to deliver value to the holder, thereby aligning compensation earned with value shareholders receive over the same period of time; this relationship is evidenced in the pay versus performance section of the proxy statement
In determining the equity compensation awards to grant to our NEOs in 2023, the Board, with respect to our CEO, and the Compensation Committee, with respect to our remaining NEOs, considered each NEO’s role, the advice of our independent compensation consultant, and information regarding comparative equity compensation awards received by the executives in our peer group in the context of total compensation. Individual performance prior to the grant date was also considered. Generally, 75% of the award value is made in the form of stock options and 25% of the award value is made in the form of RSUs.
The timing of annual equity compensation award grants has been generally consistent, with grants being made at the regularly scheduled meetings of our Compensation Committee and Board in January and May of each year. We do not have any program, plan or obligation that requires us to grant equity awards on specified dates, although we make annual equity grants in January and May of each year to allow management, the Compensation Committee and the Board to review all elements of compensation at the same point in the year. We do not have any program, plan or practice to time grant dates of equity compensation awards to our executive officers in coordination with the release of material nonpublic information. The Board, with respect to our CEO, and the Compensation Committee, with respect to our remaining NEOs, may also grant equity awards from time to time in recognition of a NEO’s expanded duties and responsibilities or continuing contributions to the Company’s performance.
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Based on these considerations, our NEOs received the following annual equity incentive awards in 2023.
NAME
DATE OF
GRANT
OPTIONS
GRANTED1,2
RSUs
GRANTED
William H. Lewis
1/5/2023
102,540
22,3533
5/11/2023
430,140
93,1393
Sara Bonstein
1/5/2023
37,760
​8,2323
1/5/2023
5,0654
5/11/2023
158,410
​34,3003
5/11/2023
21,1084
Roger Adsett
1/5/2023
34,860
7,5983
5/11/2023
146,220
31,6623
Martina Flammer, M.D.
1/5/2023
34,860
​7,5983
1/5/2023
3,5464
5/11/2023
146,220
​31,6623
5/11/2023
14,7754
Drayton Wise
1/5/2023
34,860
7,5983
5/11/2023
146,220
31,6623
1.
Options granted on January 5, 2023 and May 11, 2023 have an exercise price of $19.74 and $18.95, respectively, the per-share closing price of our Common Stock on that date.
2.
Shares of our Common Stock underlying these options vest over a four-year period, with 25% of the shares vesting on the first anniversary of the date of grant and 12.5% of the shares vesting every six months thereafter until the fourth anniversary of the date of grant.
3.
These RSUs vest 25% on each anniversary of the date of grant through the fourth anniversary of the date of grant.
4.
The Compensation Committee approved awards of additional RSUs to Ms. Bonstein and Dr. Flammer to provide a retention incentive going into 2024 and the anticipated ASPEN data release. These RSUs had a grant date fair value of approximately $500,000 and $350,000 respectively. These incremental RSUs were granted on the same dates as the annual equity grants in January and May and vest 1/3 on each anniversary through the third anniversary of the date of grant.
2022 Performance-Based Restricted Stock Units
In January 2022, select senior leaders, including our NEOs, also received an award of PSUs. These awards reflected a combination of objectives to complement the existing annual awards of stock options and RSUs, which included retaining senior leaders through a critical period related to brensocatib and aligning senior leaders with unlocking value for our shareholders on an appropriately aggressive timeline.
The PSUs can vest upon the achievement of performance conditions based on brensocatib milestones, our TSR relative to the Nasdaq Biotech Index constituents, and service, as summarized below. The Compensation Committee and Board believe these goals to be appropriately challenging with strong alignment to shareholder interests as it relates to the time horizon, total shareholder return modifier and final vesting being tied to the FDA accepting a new drug application (“NDA”) from Insmed for brensocatib. If the milestone conditions are not achieved, if Insmed’s TSR is negative or below the 25th percentile relative to the Nasdaq Biotech Index constituents, if an executive does not remain in continuous employment as explained below, or if the FDA does not accept the NDA, no PSUs will vest.
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Milestone Conditions
The issuance of a press release announcing certain top-line results from the ASPEN trial by the latter part of the second quarter of 2024 and the acceptance of an NDA by the FDA for brensocatib.
If the milestone conditions are achieved, the PSUs would vest subject to the two further requirements summarized below.
Relative TSR Modifier
To ensure any results related to brensocatib align with the creation of value for our long-term shareholders, a relative TSR modifier will be applied to any PSUs that vest as a result of achieving the milestone conditions. TSR will be assessed through the 30-days following a press release filing, with comparisons made to the Nasdaq Biotech Index constituents as follows:
• If Insmed’s TSR is negative, or if Insmed’s TSR ranks below the 25th percentile, no PSUs will vest regardless of milestone and service achievements
• If Insmed’s TSR is at or above the 25th percentile and less than the 50th percentile, a 0.5x modifier will apply, reducing the number of PSUs that vest by 50%
• If Insmed’s TSR is at or above the 50th percentile and less than the 75th percentile, a 1.0x modifier will apply
• If Insmed’s TSR is at or above the 75th percentile, and less than the 90th percentile, a 2.0x modifier will apply
• If Insmed’s TSR is at or above the 90th percentile, indicating significant value has been created for our shareholders relative to peers, a 2.5x modifier will apply
Service Conditions
• To ensure PSUs meet the objective of retaining senior leaders during this period, a recipient must remain in continuous employment with the Company through the later of the third anniversary of the grant date and the date an NDA for brensocatib is accepted by the FDA.
• If Insmed does not file an NDA due to the clinical trial results, or the FDA does not accept an NDA, for brensocatib, PSUs will not vest.
At December 31, 2023, the PSUs remain outstanding and unvested.
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Other Benefits
We maintain several other benefit programs that are offered to all employees including executives on an equivalent basis, which include coverage for health insurance, dental insurance, life and disability insurance, and a 401(k) plan. With respect to our 401(k) plan, the Company will deposit a matching contribution of 100% of deferrals up to 4% of an employee’s eligible compensation (subject to any maximum applicable limits under the Internal Revenue Service regulations). We also maintain an Employee Stock Purchase Plan whereby eligible employees, including executives, are given the opportunity to purchase Common Stock at a discounted price through payroll deductions. We do not have any defined benefit plans or non-qualified deferred compensation plans. From time to time, we may also provide employees with certain other limited perquisites.
Severance and Change in Control Benefits
As discussed in further detail in “Potential Payments Upon Termination,” we have entered into employment agreements with each of our NEOs that, in addition to other items, provide for certain severance and change in control payments. We believe that the existence of these potential benefits will discourage turnover and mitigate the influence of a potential change in control on an executive officer’s decision-making due to concerns regarding job security. The employment agreements with our NEOs do not provide for single-trigger vesting on a change in control or tax gross-up payments. See “Potential Payments Upon Termination” for additional information.
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COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the CD&A required by Item 402(b) of Regulation S-K with management and based on the review and discussions with management of the CD&A, the Compensation Committee recommended to the Board that the CD&A be included in this Proxy Statement and incorporated by reference in the Company’s Annual Report.
The Compensation Committee
David R. Brennan, Chair
Alfred F. Altomari
Leo Lee
Summary Compensation Table
The following table sets forth information regarding compensation earned by the NEOs in 2023, 2022 and 2021.
To improve readability, the following columns have been removed from the table as there is no reportable information with respect to these items: “Change in Pension Value” and “Nonqualified Deferred Compensation Earnings.”
NAME AND
PRINCIPAL
POSITION
YEAR
SALARY
($)
BONUS
($)
STOCK
AWARDS
($)1
OPTION
AWARDS
($)2
NON-EQUITY
INCENTIVE PLAN
COMPENSATION
($)3
ALL OTHER
COMPENSATION
($)4
TOTAL
($)
William H. Lewis
CEO
2023
$780,000
$2,206,232
$6,616,654
$702,000
$106,374
$10,411,260
2022
$734,850
$1,624,982
$4,872,967
$514,400
$42,699
$7,789,898
2021
$710,000
$1,499,969
$4,499,673
$601,400
$11,600
$7,322,642
Sara Bonstein
Chief Financial
Officer
2023
$511,010
$1,312,464
$2,436,713
$276,000
$23,395
$4,559,582
2022
$477,580
$687,487
$2,061,581
$191,100
$15,500
$3,433,248
2021
$460,320
$687,489
$2,062,368
$227,000
$14,900
$3,452,077
Roger Adsett
Chief Operating
Officer
2023
$577,000
$749,979
$2,249,276
$346,200
$85,320
$4,007,775
2022
$560,190
$937,478
$2,811,222
$262,600
$71,905
$4,643,395
2021
$529,730
$749,968
$2,249,837
$326,500
$14,900
$3,870,935
Martina Flammer,
M.D.
Chief Medical
Officer
2023
$555,690
$1,099,964
$2,249,276
$300,100
$16,500
$4,221,530
2022
$534,320
$749,983
$2,249,087
$213,800
$15,500
$3,762,690
2021
$517,500
$749,968
$2,249,837
$255,200
$14,900
$3,787,405
Drayton Wise Chief Commercial
Officer
2023
$530,000
$749,979
$2,249,276
$292,200
$66,647
$3,891,102
2022
$478,563
$687,464
$2,580,651
$200,000
$71,436
$4,018,114
1.
Amounts in this column reflect grant date fair values of RSUs granted each year, calculated in accordance with FASB ASC Topic 718. In 2023, Ms. Bonstein and Dr. Flammer received additional grants of RSUs to provide a retention incentive going into 2024 and the anticipated ASPEN data release. Amounts are based on the closing price of our Common Stock on the Nasdaq Global Select Market on the date of grant. On January 6, 2022, PSUs were granted to each of our NEOs, the vesting of which are subject to performance conditions. On the grant date, the performance conditions were deemed not probable and, therefore, no value is included in the Stock Awards or Total columns for the PSUs. Assuming the highest level of performance conditions will be achieved, the grant date fair values of the PSUs granted on January 6, 2022, calculated in accordance with FASB ASC Topic 718, are as follows: Mr. Lewis, $6,013,135; Ms. Bonstein, $2,544,091; Mr. Adsett, $3,469,162; Dr. Flammer, $2,775,290; and Mr. Wise, $601,392.
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2.
Amounts in this column reflect grant date fair values of stock option awards granted each year, calculated in accordance with FASB ASC Topic 718. The stock options expire 10 years from the date of grant, and the exercise price equals the closing price of our Common Stock on the date of grant. See Note 10, “Stock-Based Compensation” of the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, regarding assumptions underlying valuation of all equity awards.
3.
Amounts in this column represent annual cash incentive awards paid to each executive officer under our annual cash incentive program. For further information, see “Components of Compensation—Annual Cash Incentives.”
4.
The amounts in the “All Other Compensation” column consist of the following amounts:
In 2021, 2022, and 2023, Mr. Lewis received $11,600, $12,200, and $13,200, respectively, pursuant to our 401(k) plan. In 2022 and 2023, the Company also paid $30,499 and $93,174 in travel expenses on Mr. Lewis’ behalf.
In 2021, 2022, and 2023, Ms. Bonstein received $11,600, $12,200, and $13,200, respectively, pursuant to our 401(k) plan. In 2021, 2022, and 2023, Ms. Bonstein also received an additional $3,300 per year in health savings account (“HSA”) contributions pursuant to her participation in a tax qualified HSA and, in 2023, received $268 for certain incidentals.
In 2021, 2022, and 2023, Mr. Adsett received $11,600, $12,200, and $13,200, respectively, pursuant to our 401(k) plan. In 2021, 2022, and 2023, Mr. Adsett also received an additional $3,300 per year in HSA contributions pursuant to his participation in a tax qualified HSA and, in 2023, received $250 in fitness reimbursements. In 2022 and 2023, the Company also paid $56,405 and $68,570, respectively, in travel expenses on Mr. Adsett’s behalf.
In 2021, 2022, and 2023, Dr. Flammer received $11,600, $12,200, and $13,200, respectively, pursuant to our 401(k) plan. In 2021, 2022, and 2023, Dr. Flammer also received an additional $3,300 in HSA contributions pursuant to her participation in a tax qualified HSA.
In 2022 and 2023, Mr. Wise received $12,200 and $13,200, respectively, pursuant to our 401(k) plan. In 2022 and 2023, the Company also paid $59,236 and $53,447, respectively, in travel expenses on Mr. Wise’s behalf.
INSMED PROXY STATEMENT
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TABLE OF CONTENTS

2023 Grants of Plan-Based Awards
The following table sets forth certain information regarding the annual cash incentive awards and equity grants made to our NEOs during the year ended December 31, 2023. No other plan-based awards were granted to any of our NEOs during 2023.
 
 
ESTIMATED POSSIBLE
PAYOUTS UNDER
NON-EQUITY
INCENTIVE PLAN
AWARDS1
 
 
 
 
NAME
GRANT DATE
THRESHOLD
($)
TARGET
($)
MAXIMUM
($)
ALL OTHER
STOCK
AWARDS:
NUMBER OF
SHARES OF
RESTRICTED
STOCK
UNITS (RSUS)
(#)
ALL OTHER
OPTION
AWARDS:
NUMBER OF
SECURITIES
UNDERLYING
OPTIONS
(#)2
EXERCISE
OR BASE
PRICE OF
OPTION
AWARDS
($/SH)
GRANT
DATE
FAIR VALUE
OF STOCK
AND OPTION
AWARDS
($)3
William
H. Lewis
585,000
1,170,000
1/5/2023 (options)
102,540
19.74
1,323,566
1/5/2023 (RSUs)
22,3534
441,248
5/11/2023 (options)
430,140
18.95
5,293,088
5/11/2023 (RSUs)
93,1394
1,764,984
Sara
Bonstein
229,955
​455,537
1/5/2023 (options)
37,760
19.74
487,399
1/5/2023 (RSUs)
8,2324
162,500
1/5/2023 (RSUs)
5,0655
99,983
5/11/2023 (options)
158,410
18.95
1,949,314
5/11/2023 (RSUs)
34,3004
649,985
5/11/2023 (RSUs)
21,1085
399,997
Roger
Adsett
288,500
​558,969
1/5/2023 (options)
34,860
19.74
449,966
1/5/2023 (RSUs)
7,5984
149,985
5/11/2023 (options)
146,220
18.95
1,799,310
5/11/2023 (RSUs)
31,6624
599,995
Martina Flammer, M.D.
250,061
​484,492