PROXY STATEMENT
for
ANNUAL MEETING OF SHAREHOLDERS
of
INSMED INCORPORATED
To be held May 18, 201712, 2020

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, CONVERT 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.

Table of Contents

PROXY STATEMENT
for
ANNUAL MEETING OF SHAREHOLDERS
of
INSMED INCORPORATED
To be held May 18, 201712, 2020

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Distribution of Proxy Solicitation and Other Required Annual Meeting Materials

              The Board of Directors (the "Board")Board) of Insmed Incorporated is soliciting your proxy for the Annual Meeting of Shareholders to be held at the Bridgewater Marriott, 700 Commons Way, Bridgewater, New Jersey 08807, on May 18, 2017,12, 2020, at 9:00 a.m. localEastern time (the Annual Meeting), and any adjournment or postponement thereof (the "Annual Meeting").thereof. Due to the COVID-19 pandemic and related public health concerns, the Annual Meeting will be held virtually via the Internet at www.virtualshareholdermeeting.com/INSM2020. We intend to make the Proxy Statement and related proxy materials available to our shareholders on or about April 7, 2017.March 31, 2020.

Information about the Annual Meeting and Voting at or Prior to the Annual Meeting

              Why Did I Receive a One-page Notice in the Mail Regarding the Internet Availability of Proxy Materials this Year Instead of a Full Set of Proxy Materials?

              Pursuant to rules adopted by the Securities and Exchange Commission ("SEC"),SEC, we have elected to mail to many of our shareholders a Notice of Internet Availability of the Proxy Materials (the "Notice")Notice) instead of a paper copy of the proxy materials. All shareholders receiving the Notice will have the ability to access the proxy materials over the Internet and receive a paper copy of the proxy materials by mail on request. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found in the Notice. In addition, the Notice contains instructions on how you may request proxy materials in printed form by mail or electronically on an ongoing basis. This process has allowed us to expedite our shareholders' receipt of proxy materials, lower the costs of distribution and reduce the environmental impact of our Annual Meeting.

Who May Vote Shares in Connection with the Annual Meeting?

              Shareholders of record at the close of business on March 24, 201718, 2020 (the "Record Date")Record Date), will be entitled to notice of and to vote at the Annual Meeting. As of the Record Date, we had 62,085,75389,859,549 outstanding shares of our common stock, $0.01 par value per share (the "Common Stock")Common Stock). Each share of our Common Stock entitles the holder to one vote with respect to all matters submitted to shareholders at the Annual Meeting. Beneficial owners of shares of our Common Stock may direct the record holder of the shares on how to vote the shares held on their behalf.

Who may participate in the Annual Meeting?

              This year's Annual Meeting will take place virtually through the Internet, in light of the COVID-19 pandemic and related public health concerns. We have designed the format of this year's Annual Meeting to ensure that our shareholders who attend the Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You are entitled to attend and participate in the Annual Meeting only if you were a shareholder of record as of the close of business on the Record Date, or if you hold a valid proxy for the meeting, as described below. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/INSM2020, you must enter the




Table of Contents

16-digit control number found on your proxy card or other proxy materials. If you do not have a control number, please contact the brokerage firm, bank, dealer, or other similar organization that holds your account as soon as possible so that you can be provided with a control number.

What is a Shareholder of Record and How Can I Vote if I am a Shareholder of Record?

              If, as of the close of business on the Record Date, shares of our Common Stock were registered directly in your name with our transfer agent, then you are a shareholder of record. As a shareholder of record, you may vote by proxy or in personadvance or at the Annual Meeting.

              If you are a shareholder of record, you may vote or submit a proxy as follows:

1.

By Internet—


Before the Annual Meeting—You may authorize the voting of your shares by following the "Vote by Internet" instructions set forth on the enclosedNotice or proxy card up until and includingthrough 11:59 p.m. Eastern Time on Wednesday,Monday, May 17, 2017.11, 2020. You must specify how you want

Table of Contents

your shares voted or your vote will not be completed and you will receive an error message.

During the Annual Meeting—You may vote online during the Annual Meeting. You may cast your vote electronically during the Annual Meeting using the 16-digit control number found on your proxy card or other proxy materials and following the instructions at www.virtualshareholdermeeting.com/INSM2020.

2.

By Telephone—Dial 1-800-690-6903 using any touch-tone phone to transmit your voting instructions up until and includingthrough 11:59 p.m. Eastern Time on Wednesday,Monday, May 17, 2017.11, 2020. Have your proxy card in hand when you call and follow the voting instructions given to you over the phone.



2.3.

ByBy Mail—Complete and sign the enclosed proxy card and mail it in accordance with the enclosed postage prepaid envelope. Votesinstructions on the proxy card. Completed proxy cards must be received by 9:00 a.m.11:59 p.m. Eastern Time on Thursday,Monday, May 18, 2017.



4.

In Person at the Meeting—If you attend the Annual Meeting, you may deliver a completed and signed proxy card in person or you may vote by completing a ballot, which we will provide to you at the Annual Meeting.11, 2020.

              In all cases, your shares will be voted according to your instructions.

What is a Beneficial Owner of Shares and How Can I Vote if I am a Beneficial Owner?

              If, on the Record Date, your shares of our Common Stock were not held in your name with our transfer agent, but ratherinstead were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in "street name," and these proxy materials have been forwarded to you by that organization. The organization holding your account is considered to be the shareholder of record of shares of our Common Stock for purposes of voting at the Annual Meeting and is required to vote those shares in accordance with your instructions. If you do not give instructions to the organization holding your account, then the organization will have discretion to vote the shares with respect to "routine" matters but will not be permitted to vote the shares with respect to "non-routine" matters. See "What Matters onat the Proxy CardAnnual Meeting are 'Routine' and 'Non-Routine'?" below. As a beneficial owner, you are invited to attend the Annual Meeting.Meeting via the Internet at www.virtualshareholdermeeting.com/INSM2020. If you are a beneficial owner and not the shareholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a valid proxy from your broker or other agent.

Table of Contents

What if I Need Technical Assistance During the Annual Meeting?

              We encourage you to access the Annual Meeting before it begins. Online check-in will start shortly before the meeting on May 12, 2020. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual Annual Meeting log-in page.

What is the Quorum Requirement?

              A quorum of shareholders is necessary to hold the Annual Meeting. Shares of our Common Stock representing a majority of the votes entitled to be cast on a matter at the Annual Meeting (or 31,042,87744,929,775 shares as of the Record Date) will constitute a quorum for the transaction of business with respect to such matter, unless otherwise provided by law or in our Articles of Incorporation, as amended ("Articles(Articles of Incorporation")Incorporation). Votes withheld, abstentions and broker non-votes count as present for establishing a quorum.

What Matters onat the Proxy CardAnnual Meeting are "Routine" and "Non-Routine"?

              ��Proposal 1, the election of Class II directors, Proposal 2, the advisory vote on the 2019 compensation of our named executive officers, and Proposal 4, the approval of an amendment to the Insmed Incorporated 2019 Incentive Plan (the 2019 Incentive Plan), are non-routine matters. Proposal 3, the ratification of the appointment of our independent registered public accounting firm, is a routine matter. If you are a beneficial owner of shares of our Common Stock and do not instruct your broker or other agent how to vote, your shares with respect to thewill not be voted on "non-routine" matters and your shares will be "broker non-votes" with respect to that proposal, which means your shares will not be voted. Proposal 1, the election of directors, Proposal 2, the advisory vote on the compensation of our named executive officers, Proposal 3, the advisory vote on the frequency of future advisory votes on the compensation of our named executive officers, and Proposal 5, the approval of the Insmed Incorporated 2017 Incentive Plan (the "2017 Incentive Plan"), are non-routine matters. Proposal 4, the ratification of an independent registered public accounting firm, is a routine matter.those proposals.

Table of Contents

What are the Voting Requirements for Shareholders to Approve Each Proposal on the Proxy?to be Submitted to Shareholders?

              The vote required to elect directors and approve each of the matters scheduled for a vote at the Annual Meeting is set forth below:

              Proposal 1, the election of Class II directors, requires the affirmative vote of the holders of a plurality of the votes cast. This means that the three nominees who receive the highest number of affirmative votes cast will be elected irrespective of how small the number of affirmative votes is in comparison to the total number of shares voted. Our Board, however, has recently adopted a director resignation policy. Under this policy, anyunder which a director nominee in an uncontested election who does not obtain a majority of the votes cast "for" his or her election must submit his or her resignation for consideration by our Nominations and Governance Committee and our Board.Board if the number of votes withheld with respect to such director's election exceeds the number of votes "for" such director's election. See "Corporate Governance–Governance—Corporate Governance Matters–Matters—Director Resignation Policy" for additional information.

Table of Contents

              ProposalsProposal 2, and 3, the advisory votesvote on the 2019 compensation of our named executive officers, and the frequency of future advisory votes on the same, areis not binding on, nor do theydoes it overrule, any decisions of the Company, the Board or the Compensation Committee. InWe value the input of our shareholders, and in the event that Proposal 2 is not approved by a majority of the votes cast, are against Proposal 2 and/or more votes are cast on Proposal 3 for a different frequency than that recommended by the Board, the Board and the Compensation Committee will consider the vote in future decisions on the compensation of our named executive officersshareholders' concerns and the frequency of future advisory votes on the compensation of our named executive officers.evaluate what actions, if any, may be appropriate to address those concerns.

              Proposal 4,3, the ratification of the appointment of Ernst & Young as our independent registered public accounting firm for the year ending December 31, 2017,2020, does not require shareholder ratification under Virginia law, our Articles of Incorporation, or our Amended and Restated Bylaws ("Bylaws")(Bylaws). However, the Board is submitting the appointment of Ernst & Young to the shareholders for ratification as a matter of good corporate governance. In the event that Proposal 43 is not approved by a majority of votes cast, the Audit Committee will consider the vote in future independent auditor selection decisions.

              Proposal 5,4, the approval of an amendment to the 20172019 Incentive Plan, requires the affirmative vote of a majority of the votes cast in person or by proxy, at the Annual Meeting.

              What Is the Effect of Votes Withheld, Abstentions and Broker Non-Votes On Each of the Proposals?

              Votes that are withheld or any abstentions from voting will not be counted in determining the number of votes cast with respect to any of the proposals. As explained above, because Proposals 1, 2 3 and 54 are considered "non-routine," and if a beneficial owner does not instruct the broker or other

Table of Contents

agent how to vote the shares, broker non-votes will result. Broker non-votes will not be counted in determining the number of votes cast with respect to these proposals. Because Proposal 43 is considered "routine," the broker or other agent will have discretion to vote any shares with respect to which a beneficial owner does not provide instructions, and no broker non-votes will occur with respect to this proposal.

What if I Submit a Proxy But Do Not Specify How I Would Like to Vote?

              If we receive a signed and dated proxy card or receive your instructions by internetInternet or by telephone and your instructions do not specify how your shares are to be voted, your shares will be voted as follows:

•

FOR the election of each of the three Class II nominees for director,director;



•

FOR the approval of the 2019 compensation of our named executive officers,officers;



•

For an advisory vote EVERY THREE YEARS on the compensation of our named executive officers,

•

FOR the ratification of the appointment of Ernst & Young as our independent registered public accounting firm for the year ending December 31, 2017,2020; and



•

FOR the approval of an amendment to the 20172019 Incentive Plan.

              Unsigned proxy cards will not be voted.

              What If Other Matters Not on the Proxy Card Are Brought Before the Annual Meeting for Action by the Shareholders?

              As of the date of this Proxy Statement, ourthe Board of Directors does not intend to present any matters other than those described herein at the Annual Meeting and is not aware of any matters to be presented by other parties. If other matters are properly brought before the Annual Meeting, or any adjournment or

Table of Contents

postponement thereof, for action by the shareholders, proxies will be voted in accordance with the recommendation of the Board or, in the absence of such a recommendation, in accordance with the judgment of the proxy holders.

How Can I Revoke a Proxy Once I Have Voted?

              Anyone giving a proxy may revoke it at any time before it is votedexercised by voting in person at the Annual Meeting or by delivering, including by phone or Internet, a later dated proxy or written notice of revocation to our Corporate Secretary. Attendance at the Annual Meeting will not itself revoke a proxy. A proxy, if executed, properly delivered and not revoked, will be voted at the Annual Meeting.

What is the Expected Cost of Soliciting Proxies and Who Will Pay for this Cost?

              We will pay the cost of soliciting proxies. In addition to the use of mail and e-mail, proxies may be solicited in person or by telephone by our employees, with no additional remuneration. We have engaged The Proxy Advisory Group, LLC ("PAG") to assist in the solicitation of proxies and provide related advice and informational support, for a servicesservice fee, plus customary disbursements, which are not expected to exceed $15,000 in total.

Principal Executive Offices of Insmed

              The address of our principal executive offices is 10 Finderne Avenue, Building 10,700 US Highway 202/206, Bridgewater, New Jersey 08807.

Table of Contents

Forward-Looking Statements

              This Proxy Statement contains "forward-looking statements" (as defined in the Private Securities Litigation Reform Act of 1995). These statements are based on our current expectations and involve risks and uncertainties, which may cause results to differ materially from those set forth in the statements. The forward-looking statements may include statements regarding actions to be taken by us. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise except as required by law. Forward-looking statements should be evaluated together with the many uncertainties that may affect our business, particularly those mentioned in the risk factors in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2016 (the "Annual Report") and in our subsequent periodic reports on Form 10-Q and current reports on Form 8-K, if any, filed with the SEC.

Table of Contents

PROPOSAL NO. 1


ELECTION OF CLASS II DIRECTORS

              Our organizational documentsBylaws currently provide that our Board will consist of not less than six or more than ten10 directors. Our Board has adopted resolutions providing for up to nine 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. Thebasis, and the term of our Class II directors will expire at the Annual Meeting. Accordingly, the Board has nominated three individualsClarissa Desjardins, Ph.D., David W.J. McGirr and Elizabeth McKee Anderson for election as Class II directors (the "nominees" and each a "nominee") at the Annual Meeting, each of whom is currently a director with a term of office that expires at our Annual Meeting: Donald Hayden, Jr., David W.J. McGirr and Myrtle Potter.directors. Each of the nominees was recommended for election by the Nominations and Governance Committee, and such recommendation was approved by the Board. If re-elected,elected, the term of office for these nominees will expire at our 20202023 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 each of these nominees.

Dr. Desjardins, Mr. McGirr and Ms. Anderson.

Table of Contents

Table of Contents

THE BOARD RECOMMENDS THAT YOU VOTE "FOR" EACH OF THE CLASS II DIRECTOR NOMINEES.

Vote Required for Election of Director Nominees

              Our Class II directors will be elected by a plurality of the votes properly cast in person or by proxy, 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 II DIRECTOR NOMINEES.

Table of Contents

Our Remaining Board Members

              The information below describes the primary experience, qualifications and skills of each of our Class III directors, David R. Brennan, Melvin Sharoky, M.D., and Leo Lee, and Class I directors, Alfred F. Altomari, Steinar J. Engelsen, M.D., and William H. Lewis, and Class III directors, David R. Brennan and Melvin Sharoky, M.D.Lewis. The term of the Class III directors will expire at the 20182021 Annual Meeting of Shareholders, and the term of the Class I directors will expire at the 20192022 Annual Meeting of Shareholders.

Table of Contents

Incumbent Directors Whose Term Expires at the 20182021 Annual Meeting of Shareholders (Class III Directors)

Table of Contents

Table of Contents

Table of Contents

Incumbent Directors Whose Term Expires at the 20192022 Annual Meeting of Shareholders (Class I Directors)

Table of Contents

Table of Contents

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.

Table of Contents

              William H. Lewis.    Mr. Lewis's biographical information is summarized above under "Incumbent Directors Whose Term Expires at the 20192022 Annual Meeting of Shareholders (Class I Directors)."

              Sara Bonstein.    Ms. Bonstein joined Insmed as Chief Financial Officer in January 2020. Ms. Bonstein brings more than 15 years of operational and financial leadership in the life sciences

Table of Contents

industry. Prior to joining the Company, Ms. Bonstein was Chief Financial Officer & Chief Operating Officer of OncoSec Medical Incorporated, a position 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 May 2001 to August 2004, Ms. Bonstein was a financial analyst at Johnson & Johnson in both the Ortho McNeil Pharmaceuticals and Ortho Biotech divisions. Ms. Bonstein holds a Masters of Business Administration from Rider University and a Bachelor of Science in Finance from The College of New Jersey.

              Roger Adsett.    Mr. Adsett joined Insmed as Chief Commercial Officer in September 2016.2016 and was promoted to Chief Operating Officer in November 2019. Mr. Adsett has over 20 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 (Nasdaq: SHPG)(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, (NYSE: AZN), a multinational pharmaceutical and biopharmaceutical company. Mr. Adsett was a senior analyst at Accenture PLC, (NYSE: ACN), a global professional services company, from September 1991 to November 1994. Mr. Adsett holds an M.B.A.a Masters of Business Administration from The Wharton School at the University of Pennsylvania and a B.A.Bachelor of Arts in English and Economics from Bucknell University.

              Eugene J. Sullivan,Martina Flammer, M.D.    Dr. SullivanFlammer joined Insmed as Chief Medical and Scientific Officer in March 2015.December 2019. Dr. SullivanFlammer has more than 20over 17 years of experience with a focus on pulmonaryin both medical and orphan diseasescommercial roles in the global biotechnology and has trained as a medical doctor in internal medicine, pulmonary medicine, and critical care medicine. Since 2012,pharmaceutical industry. From February 2018 to October 2019, Dr. Sullivan has also functioned as a consultant, widely advising others on strategic regulatory and clinical drug development matters and similarly served Insmed from January 2014 to March 2015. From April 2014 through June 2014, Dr. Sullivan served asFlammer was Head of Corporate Division Customer Value, Senior Vice President Globalat 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 at AstraZeneca Pharmaceuticals, LP. From 2007 through 2012, Dr. Sullivan was the Chief& Pharmacovigilance (2014 - 2016), and Senior Global Medical Officer of United Therapeutics Corporation (Nasdaq: UTHR). From 2006 to 2012, Dr. Sullivan also served as the Chief Medical Officer of Lung Rx, LLC, a wholly-owned subsidiary of United Therapeutics, and from 2010 to 2012 also fulfilled the responsibilities of ChiefDirector, Clinical Development Officer& Medical Affairs Virology (2012 - 2014). Prior to her time at Lung Rx. From 1999 through 2006,Boehringer Ingelheim, Dr. Sullivan held successively senior positionsFlammer served in various roles at the U.S. FoodPfizer, Inc. from 2000 to 2011. Dr. Flammer holds an M.B.A. from New York University Stern School of Business and Drug Administration, including Deputy Director of the Division of Pulmonary and Allergy Products. Dr. Sullivan graduated summa cum laudean M.D. from the University of Maryland with a Bachelor of Science degree. Dr. Sullivan earned his medical degree from the University of Maryland, School of Medicine and conducted his internship and residency in Internal Medicine at theVienna Medical College of Virginia. Dr. Sullivan completed his fellowship training in Pulmonary and Critical Care Medicine at the University of Colorado Health Sciences Center and received a Masters of Pulmonary Vascular Disease from the University of Bologna in Italy.School.

              Christine Pellizzari.    Ms. Pellizzari joined Insmed as General Counsel and Corporate Secretary in July 2013.2013 and was promoted to Chief Legal Officer in January 2018. Ms. Pellizzari has over 20 years of experience in the global biotechnology and pharmaceutical industry, including senior-level leadership roles. From August 2007 to December 2012,2011, Ms. Pellizzari served as Executive Vice President, General Counsel and Secretary for Aegerion Pharmaceuticals, Inc.and served as a legal consultant for Aegerion from January 2012 to June 2012. From 1998 to 2007, Ms. Pellizzari served as Senior Vice President, General Counsel and Secretary of Dendrite International, Inc., a publicly traded company that provided the global pharmaceutical industry with sales effectiveness, promotional and compliance solutions until it was acquired by Cegedim S.A. (Euronext: CGM) in 2007. Prior to her tenure at Dendrite, Ms. Pellizzari practiced law at the firm of Wilentz, Goldman & Spitzer where she specialized in health care transactions and related regulatory matters. Before joining Wilentz, Ms. Pellizzari served as a law clerk to the Honorable Reginald Stanton, Assignment Judge for the Superior Court of New Jersey. Ms. Pellizzari received her Bachelor of Arts degree, cum laude, from the University of Massachusetts, Amherst and her Juris Doctor degree from the University of Colorado, Boulder.

Table of Contents

              S. Nicole Schaeffer.    Ms. Schaeffer joined Insmed as Senior Vice President, Human Resources and Corporate Services in January 2013.2013 and was promoted to Chief People Strategy Officer in January 2018. From October through December 2012, Ms. Schaeffer was a

Table of Contents

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 (Nasdaq: FOLD) 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 has 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 MasterMasters of Business Administration degree from Boston University.

              John Soriano.    Mr. Soriano joined Insmed as Chief Compliance Officer in January 2018, bringing over 30 years of experience in legal and compliance leadership roles. From August 2010 to November 2017, Mr. Soriano served as Senior Vice President and Chief Compliance Officer at Celgene Corporation where he oversaw the Global Compliance Program. From November 2000 to February 2010, Mr. Soriano served as Vice President-Compliance and Deputy General Counsel at Ingersoll-Rand Company. Prior to that, Mr. Soriano worked as a litigation attorney at Becton Dickinson and Co. (December 1998—November 2000), Johnson & Johnson (February 1998—December 1998), and Simpson Thacher & Bartlett (September 1987—February 1998). Mr. Soriano received his Bachelor of Arts degree from Princeton University's Woodrow Wilson School of Public and International Affairs and his Juris Doctor degree from Harvard Law School.

Table of Contents

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, and 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 "Investor Relations—"Investors—Corporate Governance." None of the information in or that can be accessed through our website is incorporated by reference in this Proxy Statement. Our corporate governance practices include the following:

•

The Board currently has ana lead independent director, which our Corporate Governance Guidelines require in the event that the positions of Chairman and CEO are combined, and all of our non-employee directors and board committee members are independent.



•

The Board has adopted a director resignation policy in uncontested director elections.



•

The Board oversees succession planning for executive officers, including the CEO.



•

Directors have access to all levels of management and are provided with opportunities to meet with members of management on a regular basis.



•

Directors may retain their own independent advisors, at our expense.



•

The Board and each committee thereof conduct self-evaluations at least once per year to assess their performance and ways in which performance could be improved.



•

Our Board addresses the importance of incorporating new viewpoints on the Board through the director evaluation and nomination process. Our director composition reflects a mix of tenure on the Board (ranging from three yearsless than one year to 1820 years), which we believe provides an effective balance of historical perspective and an understanding of the evolution of the Company with fresh perspectives and insights.



•

Share ownership guidelines are in place for our directors and executive officers.

              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

Table of Contents

Conduct and Ethics by making disclosures concerning such matters available on our website at www.insmed.com under the heading "Investor Relations—"Investors—Corporate Governance."

Table of Contents

              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. Our Corporate Governance Guidelines are interpreted in accordance with all applicable laws and regulations, the Nasdaq listing standards, and our Articles of Incorporation and our Bylaws.

              Meetings of the Board.    The Board held seven10 meetings during 2016, all of which were regularly scheduled meetings.2019. Each director attended at least 75% of the aggregate number of Board meetings that occurred in 2016 while he or she was a director. Each director attended at least 75% of theand committee meetings that occurred in 20162019 during his or her tenure on such committees.the Board.

              Director Resignation Policy.    Effective at the Annual Meeting, anyAny 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 the Directors and Director Nominees.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, Mr. Brennan, Dr. Desjardins, Dr. Engelsen, Mr. Hayden, Mr. McGirr, Ms. Potter,Anderson, Dr. Sharoky and Dr. Sharoky.Mr. Lee. Mr. Lewis is not considered independent because he is currently employed by the Company. The Board makesalso determined that Mr. Hayden, who resigned as a director in May 2019, was an affirmative determination regardingindependent director.

              Board's Role in Strategy.    The Board actively participates in Company strategy decisions and oversight throughout the independence of each directoryear. The Board annually based onreviews the recommendation ofcompany's strategic plan, including key risks and decisions facing the Nominations and Governance Committee.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 periodically annually

Table of Contents

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 directors 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 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, maturity ofsound business judgment, career specialization, relevant technical skills, diversity, independence, the ability to commit sufficient time to the Board, and the extent to which the candidate would fill a present need ofon the Board.

Table of ContentsBoard, along with geographic, gender, age, racial and ethnic diversity.

              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 in the Corporate Governance Guidelines and seeks candidates with experience in the pharmaceutical and biotechnology industries, as well as business, management, accounting and financial experience.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 members,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.

              Director Candidate Recommendations and Nominations by Shareholders.    The Nominations and Governance Committee's charter provides that 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 the Bylaws and summarized in this Proxy Statement under the heading "Proposals for 20182021 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 Ms. Christine Pellizzari, Corporate Secretary, Insmed Incorporated, 10 Finderne Avenue, Building 10,700 US Highway 202/206, Bridgewater, New Jersey, 08807. All communications sent to Ms. Pellizzari will be forwarded, as appropriate, to the Board, the Nominations and Governance Committee or any specified individual directors.

Director Attendance at Annual Meeting

              Our policy is that directors are expected to make reasonable efforts to attend the annual meeting of shareholders absent unusual circumstances. All directors then on the Board, including Mr. Hayden, attended the 20162019 Annual Meeting of Shareholders.

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

Table of Contents

2018, Mr. Hayden stepped down as Chairman of the Board and was succeeded by Mr. Lewis. Mr. Lewis continued as President and CEO of the Company and Mr. Brennan was elected as Lead Independent Director. The Board believes that its current leadership structure, with Mr. Lewis serving as CEO and Chairman and Mr. HaydenBrennan serving as our independent non-executive Chairman,Lead Independent Director, is appropriate for the Company at this time. Both Mr. Lewis and Mr. HaydenBrennan are actively engaged on significant matters affecting us, such as long-term strategy. The CEO has overall responsibility for all aspects of our operation, while the ChairmanLead Independent Director has a greater focus on governance of the Company, including oversight of the Board. We believe this balancethe combined role of CEO and Chairman balanced with the shared leadership betweenwith the two positionsLead Independent Director is a strength for the Company. As our independent non-executive Chairman,Lead Independent Director, Mr. HaydenBrennan calls and chairs regular and special meetings of the Board and all executive sessions of the independent directors, chairs and presides at annual or special meetings of shareholders, provides meaningful input into the agenda of Board meetings, oversees the retention of outside advisors, consultants and legal counsel who report directly to the Board, consults frequently with committee chairs and management and has the right to and often does attend Board committee meetings.

Table of Contents

Committees of the Board

              Our Bylaws provide that the Board may create one or more committees of the Board. Currently, the Board has threefour standing committees: the Audit Committee, the Compensation Committee, and the Nominations and Governance Committee and the Science and Technology Committee.

Audit Committee

              Composition and Attendance.    Our Audit Committee consists of Mr. McGirr (Chairman), Dr. Engelsen, and Mr. Altomari, each of whom is an independent Board member. During 2016,2019, the Audit Committee held sixseven meetings. Each of Mr. McGirr, Dr. Engelsen and Mr. Altomari attended all meetings of the Audit Committee held in 2016 during their tenure on the Audit Committee.

              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 and seeking to ensureas well as overseeing our compliance with applicable legal and regulatory requirements. The Committee reviews and oversees:

•

the auditing, accounting, and financial statements,reporting processes, including the audits of our financial reports and other financial information that we provide to governmental bodies, our shareholders and others;statements;



•

our systems of internal controls regarding finance and accounting;



•

our auditing, accounting and financial reporting processes;that we have established;



•

the qualifications and independence of our independent registered public accounting firm; and



•

the engagementappointment, retention and compensationperformance of our independent registered public accounting firm to performand the performance of any internal audit servicesfunctions; and any permissible non-audit services.



•

our compliance with legal and regulatory requirements.

         ��              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, Mr. McGirr, Dr. Engelsen, and Mr. Altomari, 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")Exchange Act).

Table of Contents

              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, statement of operations,comprehensive income/loss, statement of cash flows, and statement of shareholders' equity. Our Board also has determined that Mr. McGirr 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.

Compensation Committee

              Composition and Attendance.    Our Compensation Committee consists of Mr. Altomari (Chairman)(Chair), Mr. Brennan, Ms. Potter, and Dr. Sharoky,Mr. Lee, each of whom is an independent Board member. During 2016,2019, the Compensation Committee held eightseven meetings. Each of Mr. Altomari, Mr. Brennan, Ms. Potter, and Dr. Sharoky attended all Compensation Committee meetings held in 2016 during their tenure on the Compensation Committee.

              Responsibilities and Duties.    The Compensation Committee develops and oversees the implementation of our compensation philosophy for our executive officers and is responsible for our

Table of Contents

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 reviews and reassesses the adequacy of its charter at least annually.

              Committee Independence and Related Requirements.    Our Board has determined that all fourthree of the current Compensation Committee members, Mr. Altomari, Mr. Brennan, Ms. Potter and Dr. Sharoky,Mr. Lee satisfy the heightened independence requirements of the Nasdaq listing standards. In addition, all of the 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"Code and "SectionSection 162(m)"). The Board has determined that Mr. Sharoky also satisfied these independence and related requirements during his tenure on the Compensation Committee.

Nominations and Governance Committee

              Composition and Attendance.    Our Nominations and Governance Committee consists of Dr. Engelsen (Chairman), Mr. Hayden,Ms. Anderson (Chair) and Dr. Sharoky, each of whom is an independent Board member. During 2016,2019, the Nominations and Governance Committee held fivefour meetings. Each of Dr. Engelsen, Mr. Hayden, and Dr. Sharoky attended all meetings of the Nominations and Governance Committee held in 2016 during their tenure on the Nominations and Governance Committee.

              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

Table of Contents

governance and overseeing the evaluation of the Board and its committees. The Nominations and Governance Committee:

•

assists the Board by identifying and recruiting 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 next annual meeting of shareholders;Board;



•

recommendsmakes recommendations to the Board director nominees for each committee;regarding Board and committee organization, structure and composition;



•

overseesevaluates the overall effectiveness of the Board and its committees; and



•

develops and assesses the Company's corporate governance policies and practices, including risks related to such policies and practices.

              The Nominations and Governance Committee reviews and reassesses the adequacy of its charter at least annually.

Science and Technology Committee

              Composition and Attendance.    Our Science and Technology Committee consists of Dr. Engelsen (Chair), Dr. Sharoky, and Mr. Lee, each of whom is an independent Board member. The Science and Technology Committee was formed in May 2019 and held four meetings.

              Responsibilities and Duties.    The Science and Technology Committee assists our governance, including recommending changesBoard in its oversight of the Company's preclinical research and development (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 Corporate Governance Guidelines;Company's preclinical R&D and clinical development activities;



•

leadsmonitors and identifies significant new and emerging trends in science and technology, including R&D, and provides strategic advice to the Board in its annual review of the Board's performanceregarding such issues and oversees the evaluation of each of the Board's committees;trends;



•

overseesreviews with the management continuity planning process;Company current and planned technology initiatives and provides feedback to the Board regarding such initiatives;



•

ensures thatadvises the Board consistson the scientific aspects of a diversified group of individuals with strong business experience, good judgment and high integrity;development transactions; and



•

seeks to ensure that directors, executive managementassists the Company in reviewing, as requested, the capabilities of the Company's current and employees adhere to a high ethical standard in performing their duties.prospective key scientific personnel and the depth and breadth of the Company's scientific resources.

Table of Contents

              The NominationsScience and GovernanceTechnology Committee reviews and reassesses the adequacy of its charter at least annually.

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.

Table of Contents

Each committee chairman 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 research and development 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 our policiesthe Company's major risk exposures, including financial, legal, regulatory and guidelines regarding risk assessment and risk management as well as our major financial and operationalcybersecurity risk exposures, and the steps that management has taken to monitor, control and controlminimize 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 General Counsel,Chief Legal Officer, the Vice President of Quality Assurance,Chief Compliance Officer, the Vice President, Corporate Controller,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 has 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. DuringIn July 2019, the last year,Company selected Willis Towers Watson as its new independent compensation consultant. In February 2019, the Compensation Committee, with the assistance of Frederic W. Cook & Co., Inc. ("Frederic W. Cook")(FW Cook), itsthe Company's former independent compensation consultant, reviewed the executive compensation program and determined that the design of the compensation policies, including the components, weightings and focus of the elements of executive compensation, do not encourage management to assume excessive or inappropriate risks.

              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 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.

Table of Contents

AUDIT COMMITTEE REPORT*REPORT AND INDEPENDENT AUDITOR FEES

Report of the Audit Committee

              The Audit Committee approves the selection of 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, 2019 (the Annual Report) with management, including a discussion of the quality, 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")(PCAOB) standards.

              In addition, the Audit Committee has 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 has 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, Chairman
Alfred F. Altomari
Steinar J. Engelsen, M.D., C.E.F.A.

*

The foregoing report of the Audit Committee is not to be deemed "soliciting material" or deemed to be "filed" with the SEC (irrespective of any general incorporation language in any document filed with the SEC) or subject to Regulation 14A of the Exchange Act, or to the liabilities of Section 18 of the Exchange Act, except to the extent we specifically incorporate the text of such report by reference into a document filed with the SEC.

Table of Contents

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 orderan effort to assureensure 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 determine thatpre-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 also 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 independent 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, 20162019 were pre-approved in accordance with the applicable 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, 20162019 and 2015,2018, which were as follows:

              Audit fees in 20162019 and 20152018 include fees for services performed to comply with generally accepted auditing standards. These services include the quarterly reviews, the integrated year-end audit of our consolidated financial statements, attestation services with respect to our internal control over financial reporting, review of documents filed with the SEC, andquarterly reviews, accounting consultations on matters addressed during the audit or quarterly reviews.

Tablereviews, review of Contentsdocuments filed with the SEC, and $125,000, with respect to 2019, and $115,000, with respect to 2018, paid to Ernst & Young for consent and comfort letter procedures for registration statements filed in 2019 and 2018, respectively.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Review and Approval of Related PersonParty 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 promulgated under the Securities Act of 1933.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

Table of Contents

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 PersonParty Transactions

              Since January 1, 2016,2019, 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) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEREPORTS

              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 copies of the reports filed pursuant to Section 16(a) of the Exchange Act, we believe that during the year ended December 31, 2016,2019, our executive officers, directors and beneficial owners of more than 10% of our Common Stock complied with applicabletimely filed all reports required under Section 16(a) requirements.

Table16, except for the following instances: (1) on May 16, 2019, Mr. Lee filed a Form 3 that inadvertently omitted 10,000 shares of Contentsour Common Stock that Mr. Lee held at the time of his appointment as a director, which shares were subsequently reported on an amended Form 3 filed on March 27, 2020, (2) on February 27, 2019, Mr. Hayden filed a late Form 4 reporting the exercise of options to purchase shares of our Common Stock, and the subsequent sale of such shares, on February 15, 2019, due to a broker error in notifying the Company and Mr. Hayden of the transaction, and (3) on June 12, 2019, Mr. Goll filed a Form 3 that inadvertently omitted options to purchase shares of our Common Stock, which options were subsequently reported on an amended Form 3 filed on November 20, 2019.

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 which was March 24, 2017 (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;SEC pursuant to Section 13(d) of the Exchange Act;



•

each of our directors and director nominees;



•

each of our named executive officers; 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

Table of Contents

Record Date and restricted stock units 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. The percentageAs of beneficial ownership is based on 62,085,753the Record Date, there were 89,859,549 shares of Common Stock outstanding on the Record Date.outstanding.

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

PROPOSAL NO. 2

ADVISORY VOTE ON THE 2019 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Information Regarding the Advisory Vote on the 2019 Compensation of our Named Executive Officers

              WePursuant to Section 14A of the Exchange Act, we are holding ana shareholder advisory vote at the Annual Meeting in order for our shareholders to have the opportunity to vote on the compensation of our named executive officers, as described in the Compensation"Compensation Discussion and AnalysisAnalysis" section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure set forth in this Proxy Statement. At the 2017 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.

              The Compensation Committee oversees and administers our executive compensation program, including the evaluation and approval of compensation plans, policies and programs offered to our named executive officers. Our executive compensation program is designed to meet the following objectives:

•

align management interests with the interests of our shareholders;



•

emphasize 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"Compensation Discussion and Analysis"Analysis" section starting on page 2632 of this Proxy Statement for a detailed discussion about our executive compensation programs, including information about the 20162019 compensation of our named executive officers.

Vote Required for Approval of this Proposal

              The advisory vote on the compensation of our named executive officers will be approved by the affirmative vote of the majority of votes properly cast in person or by proxy, 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 2019 compensation of our named executive officers, as disclosed in this Proxy Statement, 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 2019 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

Table of Contents

EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS

              This Compensation Discussion and Analysis (the "CD&A")CD&A) explains our compensation philosophy, policies and decisions for 20162019 for the following executives, whom we refer to in this CD&A and in the following tables as our named executive officers:

1.

William H. Lewis, President and CEO, responsible for developing, in connection 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 Chairman in November 2018.



2.

Andrew T. DrechslerRoger Adsett, Former Chief FinancialOperating Officer, responsible for managing all financialoversight of overall business operations, including marketing, sales and commercial activities, technical operations activities, including internal and external reporting, treasury, accounting, tax, investor relations, manufacturing and supply chain. Mr. Drechsler announced his resignation in November 2016 and left the Company in March 2017.chain activities.



3.

Eugene J. Sullivan, M.D.John Goll, Chief Medical and ScientificAccounting Officer, responsible for leading global research, clinical development, clinical operations, drug safety and pharmacovigilance, and medical affairs.served as our principal financial officer from July 2019 to January 2020.



4.

Christine Pellizzari, General Counsel and Corporate Secretary,Chief Legal Officer, responsible for oversight of all corporate and litigation relatedlitigation-related legal matters, global compliancegovernment affairs and for providing ongoing legal support for development,with respect to regulatory strategy, financing opportunities, business development initiatives, and intellectual property matters.



5.

S. Nicole Schaeffer, Senior Vice President, Human Resources and Corporate Services, isChief People Strategy Officer, responsible for all aspects of Human Resourceshuman resources and Corporate Servicescorporate services inclusive of organizational and leadership development, total compensation and employee communications, facilities, environmental health and safety, and information technologytechnology.



6.

Paolo Tombesi, former Chief Financial Officer, stepped down as our Chief Financial Officer and program management.his employment with the Company ended on June 2, 2019.

Executive Summary of Our 20162019 Business and Strategic Achievements

              We are a global biopharmaceutical company focused on a mission to transform the unmet needslives of patients with serious and rare diseases. Our leadfirst commercial product, candidate is ARIKAYCE or liposomal amikacin(amikacin liposome inhalation suspension), received accelerated approval in the United States (US) in September 2018 for inhalation, which is in late-stage development for patients with nontuberculous mycobacteria ("NTM") lung disease caused bythe treatment ofMycobacterium avium complex ("MAC"),(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, as defined by patients who do not achieve negative sputum cultures after a minimum of six consecutive months of a multidrug background regimen therapy. Nontuberculous mycobacterial (NTM) lung disease caused by MAC (which we refer to as MAC lung disease) is a rare and often chronic infection that is capable of causingcan cause irreversible lung damage and can be fatal.

              In 2019, our named executive officers played critical roles in the furtherance of our mission. We are conductingsuccessfully completed our first year of commercialization and observed strong performance in the US launch of ARIKAYCE. In July 2019, we filed a global phase 3 clinical studymarketing authorization application (MAA) with the European Medicines Agency (EMA) for ARIKAYCE for the treatment of ARIKAYCE (the "CONVERT" study) in adult patients with persistent MAC lung infection, and the filing was subsequently validated. In 2019, we also advanced our Japanese new drug application (JNDA), resulting in the submission of the JNDA to Japan's Ministry of Health, Labour and Welfare (MHLW) in March 2020 for ARIKAYCE for the treatment refractory NTMof patients with MAC lung disease caused by MAC,who do not respond sufficiently to prior treatment.

Table of Contents

              We also have a robust pipeline which isincludes the predominant infective species in NTM lung disease in the United States, Europe, and Japan. Our earlier clinical-stage pipeline includes INS1007 and INS1009 as well as preclinical compounds that we are evaluating in multiple rare diseases of unmet medical need, including methicillin-resistant staph aureus and NTM.following product candidates:

              To complement our internal research and development, we actively evaluate in-licensing and acquisition opportunities for a broad range of rare diseases.

              In 2016, our executive officers played critical rolesMay 2019, we completed enrollment of patients in achieving several keythe WILLOW study, a global randomized, double-blind, placebo-controlled Phase 2 clinical study evaluating the efficacy, safety and pharmacokinetics of INS1007 administered once daily for 24 weeks in adults with non-CF bronchiectasis. In February 2020, we announced positive top-line results from the WILLOW study.

              More broadly from a strategic steps toward our goal of building a leading biopharmaceutical company. We advanced the ARIKAYCE clinical programs to treat NTM lung disease, we acquired the global exclusive rights to INS1007 from AstraZeneca, and operational standpoint, in 2019 we expanded our leadership team with talented executives in key financial, medical, commercial,

Table of Contents

business development, regulatory, sales, and clinical roles. Specifically, we had the following achievements in 2016 relative to our corporate objectives:

•

Advance ARIKAYCE towards approval:



o

We achieved our enrollment objective for the CONVERT study.



o

We shipped ARIKAYCE after receiving requests from physicians for patients in France pursuant to the Temporary Authorization for Use (Autorisation Temporaire d'Utilisation) program. We participated in other compassionate use programs in Germany and other European countries.



•

Identify and advance additional product candidates:



o

We entered into a licensing agreement with AstraZeneca for the global exclusive rights to INS1007, for which we plan to pursue an initial indication of non-CF bronchiectasis.



o

The results of our phase 1 study of INS1009 were presented at the European Respiratory Society international congress in September 2016.



•

Advance infrastructure activities in preparation for commercialization:



o

We made the following appointments to our leadership team: Roger Adsett, Chief Commercial Officer, Wade King, M.D., Senior Vice President of Corporate Development and Strategy, Sandra Cottrell, Vice President of Regulatory Affairs, and Peggy Galluzzi, Executive Director, Clinical Operations.

Compensation Philosophy and Principles

              We operate in a very competitive, rapidly-changingrapidly changing and heavily-regulated industry. The long-term success of our business requires the abilityus to be resourceful, adaptable, and innovative. As we transition from a development stage company to a commercial biopharmaceutical company,innovative, and the skills, talent, and dedication of our executive officers are critical components to the success of this transition and the future growth of the company.success. Therefore, our compensation program for our executive officers, including our named executive officers, is designed to attract, retain, and incentivize the best possible talent. The Company's compensation program for named executive officers is structured to implement the following guiding principles:

              Alignment with Shareholder Alignment.Interests.    The compensation program is designed to align the compensation realized by our named executive officers with the value realized by our shareholders. For instance, aA significant portion of our named executive officers' compensation is based on stock optionsin the form of equity awards based on our belief that stock optionsequity awards align management's interests with the creation of future shareholder value.

Use of "At-Risk" Compensation to Incentivize Executives.    As shown in the charts below, the compensation program is designed such that aA substantial portion of our named executive officers' 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 named executive officers 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. Accordingly, in 2016, 88%In 2019, approximately 90% of our

Table of Contents

CEO's compensation was "at risk," and 76%82% of our other named executive officers' compensation was "at risk":. The charts below reflecting compensation to our non-CEO named executive officers do not include compensation paid to Mr. Tombesi, who stepped down as Chief Financial Officer during the first half of 2019.

Table of Contents

20162019 CEO Compensation		Variable Performance-Based vs. Guaranteed CEO Compensation for 20162019

20162019 Other NEO Compensation		Variable Performance-Based vs. Guaranteed Other NEO Compensation for 20162019

              Pay for Performance.    The compensation program is designed toWe reward the named executive officers for attaining established business and individual goals. The attainment of these goals requires the named executive officer to dedicate his or her time, effort, skills and business experience to the success of the Company and the maximization of shareholder value. A significant portion of the named executive officers' compensation is based on Company and individual performance, and the compensation program is designed to reward both short-term and long-term performance. Short-term performance of our named executive officers is principally rewarded through annual cash incentive awardsincentives that reflect the achievement of corporate goals and, with respect to named executive officers other than our President and CEO, individual goals. Long-term performance of our named executive officers is largely rewarded through stock option and RSU awards that are eligible to vest based on continued service but whoseand have a value is tied to our share price.price appreciation.

              Pay competitively for the attractionto attract and retention of ourretain skilled executive officers.    The 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 the implementation of our strategic goals requires long-term commitments on the part of the named executive officers, and because competition for top talent is intense in our industry, retention is a key objective of the compensation program. The compensation program is designed to

Table of Contents

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 granting equity as a combination of stock options and RSU awards.

              At our 20142019 Annual Meeting of Shareholders, we held an advisory vote on the compensation of our named executive officers. Over 98%95% of the shares voted at our 2014 Annual Meetingwere voted in favor of Shareholders approved our say-on-pay proposal. The Compensation Committee considered these voting results and believes they affirm the Company's compensation philosophy and the principles discussed above.

Corporate Governance Perspectives on our Executive Compensation Program

              We believe that our executive compensation program reflects our commitment to strong corporate governance practices as evidenced by the following aspects of our executive compensation program:

•

Our Compensation Committee has governanceoverall responsibility overfor executive paycompensation plans, policies and incentives whileprograms, although our independent Board members ratifyapprove recommendations made by our Compensation Committee onregarding the compensation of our President and CEO's goals and compensation;CEO;



•

Performance metrics that govern incentive compensation are defined by our Compensation Committee at the start of each fiscal year and are reviewed by our Compensation Committee at the end of the year;



•

TheOur executive compensation program, in the aggregate, rewards performance in a variety of ways, aimed at a balanced assessment based on the Company's strategic objectives;



•

Individual and corporate multiplier ranges underin our incentive compensation program are developed and implemented such that payouts 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;



•

We have share ownership guidelines in place for our President and CEO, pursuant to which he must hold shares of Common Stock, vested in-the-money stock options and unvested restricted stock units in an aggregate amount equal to at least three times his base salary as in effect from time to time within 5 years of the adoption of the guidelines or date of hire, whichever is later. As of the Record Date, Mr. Lewis satisfied these guidelines.guidelines;



•

We also have share ownership guidelines in place for certain of our other senior executives, pursuant to which they must hold shares of Common Stock, vested in-the-money stock options and unvested restricted stock units in an aggregate amount equal to his or her base salary within 5 years of the adoption of the guidelines or date of hire, whichever is later. As of the Record Date, Mr. Adsett, Ms. Pellizzari and Ms. Schaeffer satisfied these guidelines. Mr. Goll and Mr. Tombesi are no longer subject to our share ownership guidelines;



•

Our outsideCompensation Committee regularly meets in executive session without members of management present;




Table of Contents

•

Our independent executive compensation consultants reportconsultant reports directly to the Compensation Committee;Committee and meets regularly with the Compensation Committee without management present;



•

The employment agreements for our named executive officers do not provide for tax "gross-ups" or severance payments on a change in control absent termination of the named executive officer's employment;



•

Our executive compensation program balancesseeks to balance short-term pay opportunities through base salary and annual cash incentives with long-term incentive opportunities through equity awards and balancesemploys both fixed compensation components (base salary) withand variable compensation components (annual cash incentives and equity awards); and



•

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 prohibits insiders from(ii) pledging the Company's securities as collateral for loans of any type without the prior approval of the Compensation Committee. No such pledges were approved during 2019.

              In addition, the Compensation Committee conductsannually reviews a compensation risk assessment annually. Due to adherence to our compensation philosophy and principles and the governance principles described above, theconducted by management. The Compensation Committee does not believe that our compensation program is reasonably likely to have a material adverse effect on the Company.

Table of ContentsCompany based on our compensation philosophy and principles and the governance principles described above.

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 President and CEO. Our Compensation Committee recommends to our independent Board members the goals and individual elements of total compensation for Mr. Lewis for final 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 periodically conducts a peer group review and engages an outside independent executive compensation consultantsconsultant to assess the competitiveness of our programs.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 with respect to the compensation and performance of our named executive officers from the President and CEO (aside from his own compensation and performance) and Company performance. The Compensation Committee considered thismanagement's assessment along with the input of its independent executive compensation consultant when making 20162019 compensation decisions.

              Role of the Compensation Consultant.    The Compensation Committee is authorized to select and retain its own independent compensation consultant. The Compensation Committeeconsultant and has routinely sought the advice of an independent compensation consultant regarding our executive compensation practices. In the fourth quarter of 2015, the Compensation Committee engaged a new compensation consultant, Frederic W.During 2019, FW Cook to conduct a comprehensive assessment of our executive pay programs and levels. The Compensation Committee conducted an evaluation of Frederic W. Cook and concluded that its engagement did not raise any conflicts of interest. Since its engagement, Frederic W. Cook has advised the Compensation Committee on evolving best pay practicesits compensation risk assessment, and provided benchmarking data and recommendations on executive officer compensation. PriorIn December 2019, Willis Towers Watson provided a comprehensive review of long-term incentive guidelines for all employee levels, an unvested equity analysis to engaging Frederic W. Cook,assess the retention power of our compensation program for senior executives, and

Table of Contents

data and recommendations on executive officer compensation. The Compensation Committee had engaged ExeQuity LLP ("ExeQuity"), asevaluates the independence of its independentcompensation consultant on an annual basis and has concluded that each of FW Cook, its former compensation consultant, and ExeQuity provided recommendationsWillis Towers Watson, its current compensation consultant, was independent during their respective tenure in late 2015 about certain changes to our 2016 peer group.2019.

              Compensation Evaluation Processes and Criteria.    The Compensation Committee establishes benchmarks used for the purpose of evaluating appropriate compensation ranges for base salary, annual cash incentive targets and long-term equity incentives. Given the high demand for the experienced and well-qualified executives of the type 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 furtheralso 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 our non-CEO named executive officers, our Compensation Committee relies upon its judgment aboutreviews the performance of each individual executive officer and not on rigid formulas or short-term changes in business performance.holistically. In setting compensation levels for our executive officers for 2016,2019, our Compensation Committee considered many factors, including, but not limited to, the following factors:

•

our achievement of certain product development, corporate partnering, financial, strategic planning and other goals;

Table of Contents

•

each non-CEO named executive officer's individual performance against certain pre-established goals, as discussed in more detail below;



•

the scope and strategic impact of each executive officer's responsibilities;



•

our past business performance and future expectations;performance;



•

our long-term goals and strategies;



•

the experience of each individual;executive officer;



•

past compensation levels of each individualexecutive officer and of the executives as a group;



•

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 President and CEO, the evaluations and recommendations of our President and CEO; and



•

the competitiveness of our compensation relative to the selected peer group companies and other survey data, which are described in detail below.

              Consideration of these factors is subjective; nosubjective. No relative weights or rankings are assigned to these factors (exceptthem except as otherwise discussed in this CD&A).&A.

              For the President and CEO's compensation, the Compensation Committee reviews and evaluates the performance of the President and CEO and recommends to the Board the individual elements of his total compensation, considering, among other things, individual performance,

Table of Contents

experience, prior compensation levels, and our general performance objectives, as well as the compensation practices of peer companies and the markets wherein which we compete for executive talent. The Board then must approve the President and CEO's compensation; thecompensation. The President and CEO may not be present during voting or deliberations on his compensation.

Selection of Peer Companies/Companies and Benchmarking

              In August 2015,November 2018, the Compensation Committee, upon advice received from ExeQuity,FW Cook, its former compensation consultant, selected the companies that comprised our 20162019 peer group through a screening process that considered publicly traded biopharmaceutical companies similar to us in size,number of employees, market capitalization and stage of product development. This review resulted in modifications from our 20152018 peer group as described below. Following its engagement by the Compensation Committee, Frederic W. Cook, reviewed and advised our Compensation Committee that it agreed with the selection of companies that comprised our 2016 peer group.

              The median number of employees and market capitalization of the companies selected for our 2016 peer group was 124 employees and approximately $1.45 billion respectively.              The number of employees at the companies in our 20162019 peer group ranged from 1959 to 438,520, with a median of 255 employees, and these companies had market capitalizations that ranged from approximately $370 million$1.39 billion to $5.18$8.60 billion, with a median of $2.89 billion. We had 89 employees and a market capitalization of approximately $1.15 billion at the time of selection. Employee numbers were as of the most recently reported fiscal year-end prior to November 2018 and market capitalizations

Table of Contents

were the three month trailing average as of September 30, 2015.July 25, 2018. The peer group was identified assuming a successful launch of ARIKAYCE in 2019, with an estimated 430 Company employees and an estimated market capitalization for the Company of approximately $3.00 billion. The table below depicts our 20162019 peer group:

              The 20162019 peer group reflects the following changes from our 20152018 peer group: (i) the removal of Aegerion Pharmaceuticals, Inc., Hyperion Therapeutics Inc., Inovio Pharmaceuticals, Inc., NPS Pharmaceuticals,Keryx Biopharmaceuticals, Inc. and Sunesis Pharmaceuticals,ZIOPHARM Oncology, Inc. and (ii) the addition of Cempra, Inc., PTC Therapeutics, Inc. and Sage Therapeutics.the companies above that are marked by an asterisk. The Compensation Committee concluded that these adjustments to the peer group were appropriate given changes in the size,number of employees, market capitalization, stage of development and merger-and-acquisition activity of both the Company and historical and potential peer companies. The removal of Keryx Biopharmaceuticals, Inc. and ZIOPHARM Oncology, Inc. were due to their significantaly smaller market capitalizations as compared to the assumed market capitalization of the Company.

              FW Cook provided comparative data regarding cash compensation, long-term equity incentives, and short-term incentives to executive officers at companies in the 2019 peer group. Using this compensation data from these peer companies,and relevant survey data, the Compensation Committee establishesestablished benchmarks for the purpose of evaluating appropriate compensation ranges for base salary, annual cash incentive targets and long-term equity incentives for each of our named executive officers.

Table of Contents

Components of Compensation

              In summary, the compensation paid to our executive officers includesin 2019 included the following components:

Table of Contents

              The components of our compensation program and compensation decisions for 20162019 for each named executive officer are described in more detail below:

Base Salary

              The Compensation Committee reviews and sets base salaries for executives, other than the President and CEO, on an annual basis during the first quarter of each year. The Board annually determines the base salary for our President and 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. When our compensation is benchmarked, ourgroup and (ii) reflect individual performance contributions. Our Compensation Committee reviews variances between the salary levels for each of our executive officers and thosethe 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 named executive officers other than our President and CEO, the Compensation Committee also considers the recommendations of our President and CEO.

Table of Contents

              All of our named executive officers received merit-based increases to their base salaries in January 2019, which adjustments are reflected in the table below. Ms. Schaeffer's adjustment also reflected a 3.4% adjustment to better align with salaries in our peer group.

              The base salaries for our named executive officersof Mr. Adsett and Mr. Goll were further adjusted as follows in 2016:

2019 to reflect their respective promotions. Mr. Lewis,Adsett's base salary increased from $472,030 to $500,000, effective in November 2019, in connection with his promotion from Chief Commercial Officer to Chief Operating Officer. The aggregate increase in Mr. Drechsler, Dr. Sullivan, Ms. Pellizzari, and Ms. Schaeffer were given merit increases based on their performanceAdsett's base salary from 2018 to 2019 was 9.1%. Mr. Goll's base salary increased from $316,480 to $335,000, effective in 2015.March 2019, in connection with his promotion from Vice President, Corporate Controller to Senior Vice President, Chief Accounting Officer. The aggregate increase in Mr. Goll's base salary from 2018 to 2019 was 9.3%.

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 President and CEO) considers target annual cash incentive opportunities extended to executive officers in similar positions at companies included in our peer group.

              For 2016,2019, there were no changes to target cash incentive award percentages that were set at 60% of our President and CEO's base salary and 40% of base salary for each of Mr. Drechsler. Dr. Sullivan, Ms. Pellizzari, and

Table of Contents

Ms. Schaeffer. The target percentages set for 2016 are comparable to the percentages set for the prior year for certain named executive officers, as reflected in the table below.2018.

              For 2016,2019, the Compensation Committee determined that the cash incentive award for our named executive officers other than Mr. Lewis would be determined by reference to both corporate and individual goals, with 75% tied to corporate goals and 25% tied to individual goals. The Compensation Committee believed that including the achievement of individual goals as a component of our 2019 cash incentive award payouts was important to incentivize our non-CEO named executive officers, and reflect their actual individual performance. Given Mr. Lewis's substantial influence on the

Table of Contents

overall performance of the Company, the Compensation Committee believesbelieved it iswas appropriate and in the best interests of our shareholders to continue to have Mr. Lewis's cash incentive award be based solely upon the achievement of corporate objectives, and the Board has concurred in this view. The Compensation Committee believes that including the achievement of individual goals as a component of our 2016 cash incentive award payouts is important to incent our non-CEO named executive officers as we continue to transform the Company from a development stage company into a commercial biopharmaceutical company.

              Payouts for corporate goals were based upon the product of each named executive officer's respective target award timesand an overall corporate multiplier (ranging between 0% and 200%), which was determined based on Company performance during 2016.2019. For our non-CEO named executive officers, payouts for individual objectives were based uponon the product of each named executive officer's respective target award times an individual multiplier (ranging between 25% and 150%), which was determined based on achievement of individual goals for 2016.2019.

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. In the past, criteria for cash incentive awards for executive officers ranged from success in raising capital, to success in conducting clinical trials, obtaining U.S. Food and Drug Administration ("FDA") and European Medicines Agency ("EMA") approvals, entering into new and expanded collaborations, licensing, acquisitions, divestitures, and establishing and expanding our manufacturing capabilities.

Table of Contents

              The Compensation Committee (and the Board, with respect to our President and CEO) approved the following corporate objectives and weightings for 2016:2019:

              Each objective had at least two goals associated with it, such as net revenue, patient start rate or pipeline milestones. At that time, the Compensation Committee believed that the goals associated with these corporate objectives were challenging but attainable, and that attainment was uncertain.

Table of Contents

              While the specific goals are not disclosed for each objective given their potential commercial sensitivity, the following achievements in 2019 were factors taken into consideration when assessing Company performance:

              The following table provides a breakdown of how the Board, with respect to our President and CEO, and the Compensation Committee, with respect to our remaining named executive officers, determined that we performed against each of these corporate objectives during 2019:

Individual Goals

              In consultation with our named executive officers, Mr. Lewis established individual goals for each of our other named executive officers at the beginning of 20162019 that (i) were specific to each named executive officer's area of responsibility and (ii) supportedwere intended to support our corporate objectives for 2016.2019. These individual goals were then recommended to and approved by our Compensation Committee. At the time these goals were established, the Compensation Committee

Table of Contents

believed they were challenging but attainable, and attainment was uncertain.

              Mr. Drechsler's The individual goals consisted of:

•

ensuring continued supply and quality fromfor each named executive officer, other than Mr. Lewis, for 2019 included the technical operations function;



•

continuing to effectively lead the finance organization;



•

advancing corporate development objectives;



•

assisting senior management and committees to work together efficiently; and



•

identifying medium- and long-term capital needs throughout the year and establishing a forward looking budget that reflects and funds these priorities as needed.

              Dr. Sullivan's individual goals consisted of:following:

•

overseeing and directing the completion of screening in the CONVERT study;



•

driving an entrepreneurial spirit throughout direct reports; and



•

providing strategic input on corporate development programs.

              Ms. Pellizzari's individual goals consisted of:

•

managing all Board interactions as corporate secretary and being responsive to Board needs;



•

ensuring timely filing of all SEC required disclosures;



•

managing compliance build-out both in the U.S. and abroad; and



•

supporting peers and broader company personnel as they pursue key corporate goals (corporate development, CONVERT study full enrollment and EU approval/commercial launch).

Table of Contents

              Ms. Schaeffer's individual goals consisted of:

•

leading the effective functioning and smooth operation of the entire organization from a human resources perspective;



•

evolving the bi-annual/quarterly off-site training and development to ensure employees remain productive and relevant to current challenges/needs;



•

continuing to evolve and improve reliability and ease of use of technology across the organization;



•

directing a focused program management function; and



•

supporting the Board, in particular the Compensation Committee.

With input from the President and CEO,Mr. Lewis, the Compensation Committee made a qualitative determination following the end of the year as to the level of achievement by each of our named executive officers other than our President and CEO with regard to his or her respective individual performance objectives.

Determining Payouts of Annual Cash Incentives

              The Compensation Committee received benchmarking data and recommendations from Frederic W. Cook in evaluating the 2016 cash incentive awards for our named executive officers. When determining payouts for the annual cash incentives, the Board, with respect to our President and CEO, and the Compensation Committee, with respect to the other named executive officers, took into account our overall financial condition at the time and our performance against our annual corporate objectives. For bonuses related to our 2016 performance, the Compensation Committee determined that we achieved a cash bonus payout percentage of 100% on our overall performance against our corporate objectives. The following table provides a breakdown of how the Board, with respect to our President and CEO, and the Compensation Committee, with respect to our remaining named executive officers, determined that we performed against each of these corporate objectives during 2016: