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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) ofthe Securities Exchange Act of 1934
(Amendment No. )
UNITED STATES SECURITIES AND EXCHANGE COMMISSION | ||
Schedule 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant ☑
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under §240.14a-12
INSMED INCORPORATED | ||
(Name of Registrant as Specified In Its Charter) | ||||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||||
Payment of Filing Fee (Check all boxes that apply):
☑ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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 | INSMED INCORPORATED 700 US HIGHWAY 202/206 | |||
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Table of ContentsApril 1, 2022
NOTICE
and
PROXY STATEMENT
for
ANNUAL MEETING OF SHAREHOLDERS
MAY 12, 2020
700 US Highway 202/206Bridgewater, New Jersey 08807
Insmed Incorporated700 US Highway 202/206Bridgewater, New Jersey 08807(908) 977-9900
March 31, 2020
To Our Shareholders:
We cordially invite you to attend the 20202022 Annual Meeting of Shareholders (the “Annual Meeting”) of Insmed Incorporated (Insmed)(“Insmed”), which in light of the COVID-19 pandemic and related public health concerns, will be held virtually via the Internet at www.virtualshareholdermeeting.com/INSM2020INSM2022 on May 12, 2020,11, 2022, at 9:00 a.m. Eastern time (the Annual Meeting).time. A formal notice of the Annual Meeting accompanies this letter. At the Annual Meeting, the following items will be submitted to a shareholder vote:
| 1. | election of two Class I directors, Alfred F. Altomari and William H. Lewis, to serve until the 2025 Annual Meeting of Shareholders; |
| 2. | an advisory vote on the 2021 compensation of our named executive officers; |
| 3. | ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022; |
| 4. | approval of an amendment to the Insmed Incorporated 2019 Incentive Plan; and |
| 5. | transaction of such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
Your vote is important, and the company encourages you to vote. Please read the notice and proxy materials carefully, and vote promptly in advance of the meeting by telephone, electronically through the Internet, or by returning a completed proxy card by mail. You may also attend the Annual Meeting and vote and submit questions during the Annual Meeting via the Internet at www.virtualshareholdermeeting.com/INSM2020.INSM2022. Whether or not you plan to attend the Annual Meeting and regardless of the number of shares of Insmed common stock you own, please vote by proxy prior to the Annual Meeting.
Sincerely yours,
WILLIAM H. LEWIS
Chair of the Board
This Proxy Statement is first being mailed to shareholders on or about March 31, 2020.April 1, 2022.
| 3 | INSMED PROXY STATEMENT |
| | INSMED INCORPORATED
700 US HIGHWAY 202/206 (908) 977-9900 |
Notice of Annual Meeting of Shareholders to be Held on May 11, 2022
NOTICE IS HEREBY GIVEN that the 20202022 Annual Meeting of Shareholders (the “Annual Meeting”) of Insmed Incorporated (Insmed)(“Insmed”) will be held virtually via the Internet at www.virtualshareholdermeeting.com/INSM2020,INSM2022, on May 12, 2020,11, 2022, at 9:00 a.m. Eastern time, (the Annual Meeting), and at any adjournment or postponement thereof, for the following purposes:
Due to the COVID-19 pandemic and public health concerns,
| 1. | To elect two Class I directors, Alfred F. Altomari and William H. Lewis, to serve until the 2025 Annual Meeting of Shareholders; |
| 2. | To conduct an advisory vote on the 2021 compensation of our named executive officers; |
| 3. | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022; |
| 4. | To approve an amendment to the Insmed Incorporated 2019 Incentive Plan; and |
| 5. | To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
The Annual Meeting will be a completely virtual meeting of shareholders. Holders of record of shares of Insmed common stock at the close of business on March 18, 20202022 will be entitled to vote at the Annual Meeting.
You are requested to vote promptly in advance of the Annual Meeting by telephone by dialing 1-800-690-6903, electronically through the Internet by visiting www.proxyvote.com, or by returning a completed proxy card by mail regardless of whether you expect to attend the Annual Meeting. If you attend the Annual Meeting, you may vote even if you already have sent in your proxy. If you are a beneficial owner, youYou may not vote your shares at the Annual Meeting unless you request and obtain a validenter the 16-digit control number found on your notice, proxy from your brokercard or other agent.proxy materials.
By Order of the Board
 | ||
March 31, 2020
MICHAEL SMITH
Corporate Secretary
April 1, 2022
IMPORTANT NOTICE REGARDING THE AVAILABILITYAVAILABILITY OF PROXY MATERIALSMATERIALS FOR THE INSMED INCORPORATED ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 12, 2020:11, 2022: The Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 20192021 are available atwww.proxyvote.com. www.proxyvote.com.
| 4 | INSMED PROXY STATEMENT |
| PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS OF INSMED INCORPORATED TO BE HELD MAY 11, 2022 |
Table of Contents
PROXY STATEMENTforANNUAL MEETING OF SHAREHOLDERSofINSMED INCORPORATEDTo be held May 12, 2020
| General Information about the Annual Meeting and Voting | 6 | |
| ||
| 11 | |
| Corporate Governance
| 25 | |
| Audit Committee Report and Independent Auditor Fees
| 34 | |
| Certain Relationships and Related Party Transactions
| 36 | |
| 36 | |
| Security Ownership of Certain Beneficial Owners, Directors and Management
| 36 | |
| 41 | |
| Compensation Discussion and Analysis
| 42 | |
| Compensation Committee Report
| 61 | |
| Compensation Committee Interlocks and Insider Participation
| 71 | |
| Dodd-Frank Mandated Pay Ratio Disclosure
| 71 | |
| Director Compensation
| 72 | |
| 74 | |
| 75 | |
| Proposals for 2023 Annual Meeting
| 87 | |
| Annual Report on Form 10-K
| 88 | |
| Separate Copies for Beneficial Holders
| 88 | |
| A-1 |
In this Proxy Statement, we use the words "Insmed Incorporated"“Insmed Incorporated” to refer to Insmed Incorporated, a Virginia corporation, and we use the words "Company," "Insmed," "we," "us"“Company,” “Insmed,” “we,” “us” and "our"“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.
| 5 | INSMED PROXY STATEMENT |
| PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS OF INSMED INCORPORATED TO BE HELD MAY 11, 2022 |
General Information About the Annual Meeting and Voting
DISTRIBUTION OF PROXY STATEMENTfor
SOLICITATION AND OTHER REQUIRED ANNUAL MEETING OF SHAREHOLDERSofINSMED INCORPORATEDTo be held May 12, 2020MATERIALS
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 2022 Annual Meeting of Shareholders (the “Annual Meeting”) on May 12, 2020,11, 2022, at 9:00 a.m. Eastern time, (the Annual Meeting), and any adjournment or postponement thereof. Due to the COVID-19 pandemic and related public health concerns, theThe Annual Meeting will be held virtually via the Internet atwww.virtualshareholdermeeting.com/INSM2020. INSM2022. We intend to make the Proxy Statement and related proxy materials available to our shareholders on or about March 31, 2020.April 1, 2022.
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 SEC,Securities and Exchange Commission (the “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'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 18, 20202022 (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 89,859,549118,938,647 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 participateMay Participate in the Annual Meeting?
This year'syear’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'syear’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,INSM2022, you must enter the
16-digit control number found on your notice, 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.
| 6 | INSMED PROXY STATEMENT |
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 in advance 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“Vote by Internet"Internet” instructions set forth on the Notice or proxy card through 11:59 p.m. Eastern Time on Monday,Tuesday, May 11, 2020.10, 2022. You must specify how you want 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 notice or proxy card or other proxy materials and following the instructions at www.virtualshareholdermeeting.com/INSM2020.www.virtualshareholdermeeting.com/INSM2022.
| 2. | By Telephone—Dial 1-800-690-6903 using any touch-tone phone to transmit your voting instructions through 11:59 p.m. Eastern Time on Tuesday, May 10, 2022. Have your notice, proxy card or other proxy materials in hand when you call and follow the voting instructions given to you over the phone. |
| 3. | By Mail—Complete and sign the proxy card and mail it in accordance with the instructions on the proxy card. Completed proxy cards must be received by 11:59 p.m. Eastern Time on Tuesday, May 10, 2022. |
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 instead 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“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"“routine” matters but will not be permitted to vote the shares with respect to "non-routine"“non-routine” matters. See "What“What Matters at the Annual Meeting are 'Routine'‘Routine’ and 'Non-Routine'‘Non-Routine’?"” below. As a beneficial owner, you are invited to attend the Annual Meeting via the Internet at www.virtualshareholdermeeting.com/INSM2020. If you are a beneficial owner and not the shareholder of record, youINSM2022. You may not vote your shares at the Annual Meeting unless you request and obtain a validenter the 16-digit control number found on your notice, proxy from your brokercard or other agent.
Table of Contentsproxy materials.
| 7 | INSMED PROXY STATEMENT |
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, 2020.11, 2022. 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 44,929,77559,469,324 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(the “Articles of Incorporation)Incorporation”). Votes withheld, abstentions and broker non-votes count as present for establishing a quorum.
What Matters at the Annual Meeting are "Routine"“Routine” and "Non-Routine"“Non-Routine”?
Proposal 1, the election of Class III directors, Proposal 2, the advisory vote on the 20192021 compensation of our named executive officers, and Proposal 4, the approval of an amendment to the Insmed Incorporated 2019 Incentive Plan (the 2019“2019 Incentive Plan)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 will not be voted on "non-routine"“non-routine” matters and your shares will be "broker non-votes"“broker non-votes” with respect to those proposals.
What are the Voting Requirements to Approve Each Proposal 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 | VOTE REQUIRED | BOARD RECOMMENDATION | ||
Election of | Plurality of votes cast | FOR | ||
Majority of votes cast | FOR | |||
Majority of votes cast | FOR | |||
Majority of votes cast | FOR |
| 8 |
Proposal 1, the election of Class III directors, requires a plurality of the votes cast. This means that the threetwo 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 adopted a director resignation policy, under which a director nominee in an uncontested election must submit his or her resignation for consideration by our Nominations and Governance Committee of the Board (the “Nominations and Governance Committee”) and our Board if the number of votes withheld with respect to such director'sdirector’s election exceeds the number of votes "for"“for” such director'sdirector’s election. See "Corporate“Corporate Governance—Corporate Governance Matters—Director Resignation Policy"Policy” for additional information.
Proposal 2, the advisory vote on the 20192021 compensation of our named executive officers, is not binding on, nor does it overrule, any decisions of the Company, the Board or the Compensation Committee.Committee of the Board (the “Compensation Committee”). We value the input of our shareholders, and in the event that Proposal 2 is not approved by a majority of votes cast, the Board and the Compensation Committee will consider our shareholders'shareholders’ concerns and evaluate what actions, if any, may be appropriate to address those concerns.
Proposal 3, the ratification of the appointment of Ernst & Young as our independent registered public accounting firm for the year ending December 31, 2020,2022, does not require shareholder ratification under Virginia law, our Articles of Incorporation, or our Amended and Restated Bylaws (Bylaws)(the “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 3 is not approved by a majority of votes cast, the Audit Committee will consider the vote in future independent auditor selection decisions.
Proposal 4, the approval of an amendment to the 2019 Incentive Plan, requires the affirmative vote of a majority of the votes cast at the Annual Meeting.cast.
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 and 4 are considered "non-routine,"“non-routine,” if a beneficial owner does not instruct theits broker or other agent how to vote thesuch beneficial owner’s 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 3 is considered "routine," the“routine,” a beneficial owner’s broker or other agent will have discretion to vote any shares with respect to which asuch 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 Internet 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 two Class I nominees for director; |
| ● | FOR the approval of the 2021 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, 2022; and |
| ● | FOR the approval of an amendment to the 2019 Incentive Plan. |
Unsigned proxy cards will not be voted.
| 9 | INSMED PROXY STATEMENT |
What If Other Matters Not on the Proxy CardDescribed Herein Are Brought Before the Annual Meeting for Action by the Shareholders?
As of the date of this Proxy Statement, the Board 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
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 exercised by voting 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 to assist in the solicitation of proxies and provide related advice and informational support, for a service fee, plus customary disbursements, which are not expected to exceed $15,000 in total.
Principal Executive Offices of Insmed
PRINCIPAL EXECUTIVE OFFICES OF INSMED
The address of our principal executive offices is 700 US Highway 202/206, Bridgewater, New Jersey 08807.
| 10 | INSMED PROXY STATEMENT |
PROPOSAL NO. 1
ELECTION OF CLASS III DIRECTORS
Our Bylaws currently provide that our Board will consist of not less than six or more than 10 directors. Our Board has adopted resolutions providing for up to nine10 directors. The directors are divided into three classes—Class I, Class II, and Class III. Each class of directors serves for three years on a staggered term basis, and the term of our Class III directors will expire at the Annual Meeting. Accordingly, the Board has nominated Clarissa Desjardins, Ph.D., David W.J. McGirrAlfred F. Altomari and Elizabeth McKee AndersonWilliam H. Lewis for election as Class III directors. Steinar J. Engelsen, who is currently serving as a Class I director, has notified the Board that he will not stand for re-election at the Annual Meeting. The Board thanks Dr. Engelsen for his years of dedicated service to the Company.
Each of the nominees was recommended for election by the Nominations and Governance Committee, and such recommendation was approved by the Board. If elected, the term of office for these nominees will expire at our 20232025 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 Dr. Desjardins, Mr. McGirrAltomari and Ms. Anderson.Mr. Lewis.
Alfred F. Altomari, age 63
| ● | ||||||
Director since
|
| |||||
| August 2012 | ||||||
| ● | Chair of the Compensation Committee |
| ● | ||||
|
Career Highlights:
Career Highlights:
•
Menlo● Agile Therapeutics, Inc. (2017(Nasdaq: AGRX) (Agile) (2004 - 2020)present)o● Chairman of the Board ● President ● CEO ● Director until merger with Foamix Pharmaceuticals Ltd.•● Executive Chairman Roka Bioscience,● Consultant ● Barrier Therapeutics, Inc. (2013(2003 - 2018)2008)o● Director Director until sale of assets to the Institute for Environmental Health, Inc.● CEO •Relypsa, Inc. (2013 - 2016)oDirector until acquisition by Galencia AG•Cubist Pharmaceuticals, Inc. (2002 - 2014), acquired by Merck & Co., Inc. (NYSE: MRK) in 2015oSenior Advisor to the CEOoSenior Vice PresidentoChief Financial OfficeroTreasurer•hippo inc. (1999 - 2002)o● Chief Operating Officer oPresidentoDirector•GAB Robins North America, Inc. (1996 - 1999)oCEOoPresident•Private Equity Investor (1995 - 1996)•S.G. Warburg Group (1978 - 1995)oChief Financial Officer (U.S.)oChief Administrative OfficeroManaging Director of S.G. Warburg & Co., Inc.Current Public Board Service:•Director, Rhythm Pharmaceuticals, Inc. (Nasdaq: RYTM)•Director, X4 Pharmaceuticals, Inc. (Nasdaq: XFOR), formerly known as Arsanis, Inc.Education:•University of Glasgow - B.S., civil engineering•University of Pennsylvania - M.B.A. Qualifications: Mr. McGirr has more than 30 years of experience as a senior financial executive, including nearly 12 years at Cubist, during which the company secured a number of product approvals and launched these products across multiple markets. The Board believes that Mr. McGirr brings a unique combination of skills to the Board, including public company executive and board experience, capital markets insight, operational and corporate development experience, and significant expertise in the healthcare sector, specifically with infectious diseases. Mr. McGirr's background as a senior financial executive provides significant value to the Board in the areas of accounting, financing and business development.
| ● | Chief Commercial Officer |
| ● | ||||
|
o
Worldwide Vice President, Global Strategic Marketing● Numerous executive roles in general management, commercial operations, business development, product launch preparation, and Market Access, Infectious Diseases and Vaccinesfinance
Current Public Board Service:
o
Worldwide Vice President, Global Strategic Marketing and Market Access, Vaccines
o
Worldwide Vice President, Immunology, Global Strategic Marketing
o
Worldwide Vice President, BIO Strategic Marketing
o
Vice President, Global Biologics Strategic Marketing, Centocor
o
Vice President, Strategic Planning & Market Research, Centocor
•
Wyeth (1997 - 2002)
o
Vice President & General Manager, Wyeth Lederle Vaccines
•
Rhone-Poulenc Rorer Pharmaceuticals Inc. (1993 - 1997)
o
Senior Vice President and General Manager, North America, Centeon LLC
o
Vice President and General Manager, North America, Armour Pharmaceutical Company
o
Vice President, Worldwide Business Operations, Armour Pharmaceutical
•
American National Red Cross (1983 - 1993)
•
Mobay Chemical Company (1979 - 1983)
| ● |
|
Director, Bavarian Nordic A/S (CHP: BAVA)
•
Education: Qualifications Mr. Altomari is a pharmaceutical industry veteran with nearly 40 years of experience. The Board believes that Mr. Altomari’s executive experience in pharmaceutical companies with commercialized products, product launches, and more than 20 years of focus on the development and marketing of specialty pharmaceutical products, along with his public company board service, makes him uniquely suited to guide the Board in strategic planning, as well as operational and commercial matters. * Mr. Altomari will not stand for re-election to the board of directors of Baudax Bio, Inc. He will continue to serve as a member of Baudax Bio’s board until its 2022 annual meeting.Director, BioMarin Pharmaceutical● Chairman, Baudax Bio, Inc. (Nasdaq: BMRN)BXRX) *•Director, Revolution Medicines, Inc. (Nasdaq: RVMD)Current Private Board and Other Service:•Director, Aro Biotherapeutics Inc.•Director, Context Therapeutics, Inc.Education:•Loyola University Maryland - M.B.A., finance•Rutgers● Drexel University - B.S., engineeringfinance● Drexel University - B.S., accounting ● Rider University - M.B.A.
| 11 |
William H. Lewis, age 53
| ● | Chair of |
| ● | Director since September 2012 |
| ● | President and |
| ● | Consultant to Board from June-September 2012 |
Career Highlights:
| ● | Aegerion Pharmaceuticals, Inc. (Formerly, Nasdaq: AEGR) (2005 - 2011) |
| ● | Co-founder |
| ● | President |
| ● | Chief Financial Officer |
| ● | Wells Fargo & Co. (2002 - 2004) |
| ● | Robertson Stephens Capital (2000 - 2002) |
| ● | JP Morgan Chase & Co. (1995 - 2000) |
| ● | Foreign Service for the U.S. Government (1989 - 1992) |
Current Public Board Service:
| ● | Director, Helix Acquisition Corp. (Nasdaq: HLXA) |
Current Private Board and Other Service:
| ● | Chair of the Board of Trustees, BioNJ |
Education:
| ● | Oberlin College - B.A. |
| ● | Case Western Reserve University - M.B.A. |
| ● | Case Western Reserve University - J.D. |
Qualifications:
Mr. Lewis has more than 15 years of executive experience in the life sciences industry and a track record of success for over 25 years in the pharmaceutical and finance industries both in the United States and internationally. During his tenure at Aegerion, Mr. Lewis played a pivotal role in re-orienting the company’s strategy to focus on rare disease indications, enabling Aegerion to conduct a successful initial public offering in 2010. The Board believes that Mr. Lewis brings significant qualifications to his role as Chair due to his experience as our CEO since 2012 and his experience as an executive at Aegerion. His professional experience offers the Board significant insights and experience with financing, orphan drug development and commercialization, and international business development.
Vote Required for Election of Director Nominees
VOTE REQUIRED FOR ELECTION OF DIRECTOR NOMINEES
Our Class III directors will be elected by a plurality of the votes properly cast on this proposal at the Annual Meeting. Votes withheld and broker non-votes will not have any effect on the outcome of this vote.
Recommendation
THE BOARD RECOMMENDS THAT YOU VOTE "FOR"“FOR” EACH OF THE CLASS III DIRECTOR NOMINEES.
| 12 | INSMED PROXY STATEMENT |
OUR REMAINING BOARD MEMBERS
The information below describes the primary experience, qualifications, and skills of each of our Class II directors, Clarissa Desjardins, Ph.D., David W.J. McGirr, and Elizabeth McKee Anderson; our Class III directors, David R. Brennan, Leo Lee, Carol A. Schafer, and Melvin Sharoky, M.D.,; and Leo Lee, and Class I directors, Alfred F. Altomari, Steinar J. Engelsen, M.D.,who is currently serving as a Class I director but will not stand for re-election at the Annual Meeting. The term of the Class II directors will expire at the 2023 Annual Meeting of Shareholders, and William H. Lewis. Thethe term of the Class III directors will expire at the 2021 Annual Meeting of Shareholders, and the term of the Class I directors will expire at the 20222024 Annual Meeting of Shareholders.
Incumbent Directors Whose Term Expires at the 2021 Annual Meeting of Shareholders (Class III Directors)INCUMBENT DIRECTORS WHOSE TERM EXPIRES AT THE 2023 ANNUAL MEETING OF SHAREHOLDERS (CLASS II DIRECTORS)
Clarissa Desjardins, Ph.D., age 55
| ● | Director since November 2019 |
| ● | Chair of the Science and Technology Committee |
Career Highlights:
| ● | Congruence Therapeutics (2021 - present) |
| ● | Founder and CEO |
| ● | Clementia Pharmaceuticals Inc. (2011 - 2019), acquired by Ipsen S.A. in 2019 |
| ● | Founder |
| ● | President and CEO |
| ● | Centre of Excellence in Personalized Medicine (CEPMED) (2009 - 2011) |
| ● | President and CEO |
| ● | Director |
| ● | Caprion Pharmaceuticals Inc. (1998 - 2007) |
| ● | Co-Founder |
| ● | Senior Vice President, Corporate Development |
| ● | Director |
| ● | Advanced Bioconcept Inc. (1992 - 1998) |
| ● | Co-Founder |
| ● | Vice President, Business Development |
Current Public Board Service:
| ● | Director, BELLUS Health Inc. (Nasdaq: BLU; TSX: BLU) |
Education:
| ● | McGill University - B.Sc., anatomical sciences and history and philosophy of science |
| ● | McGill University - Ph.D., neurology and neurosurgery |
| ● | McGill University - Medical Research Council postdoctoral fellow, Douglas Hospital Research Centre |
Qualifications:
Dr. Desjardins has more than 20 years of leadership experience in biotechnology, pharmaceuticals and research. The Board believes that Dr. Desjardins’ skills, including her unique experience in the founding of several pharmaceutical and biotechnology companies, leadership roles, corporate development expertise, public company experience and medical education, make her a valuable asset to the Board.
| 13 |
David W.J. McGirr, age 67
| ● | Director since October 2013 |
| ● | Chair of the Audit Committee |
Career Highlights:
| ● | Menlo Therapeutics Inc. (2017 - 2020) |
| ● | Director until merger with Foamix Pharmaceuticals Ltd. |
| ● | Roka Bioscience, Inc. (2013 - 2018) |
| ● | Director until sale of assets to the Institute for Environmental Health, Inc. |
| ● | Relypsa, Inc. (2013 - 2016) |
| ● | Director until acquisition by Galencia AG |
| ● | Cubist Pharmaceuticals, Inc. (2002 - 2014),
|
| ● | Senior Advisor to the CEO |
| ● | Senior Vice President |
| ● | Chief Financial Officer |
| ● | Treasurer |
| ● | hippo inc. (1999 - 2003) |
| ● | Chief Operating Officer |
| ● | President |
| ● | Director |
| ● | GAB Robins North America, Inc. (1996 - 1999) |
| ● | CEO |
| ● | President |
| ● | Private Equity Investor (1995 - 1996) |
| ● | S.G. Warburg Group (1978 - 1995) |
| ● | Chief Financial Officer (U.S.) |
| ● | Chief Administrative Officer |
| ● | Managing Director of S.G. Warburg & Co., Inc. |
Current Public Board Service:
| ● | Director, Rhythm Pharmaceuticals, Inc. (Nasdaq: RYTM) |
| ● | Director, X4 Pharmaceuticals, Inc. (Nasdaq: XFOR) |
Education:
| ● | University of Glasgow - B.S., civil engineering |
| ● | University of Pennsylvania - M.B.A. |
Qualifications:
Mr. McGirr has more than 30 years of experience as a senior financial executive, including nearly 12 years at Cubist, during which the company secured a number of product approvals and launched these products across multiple markets. The Board believes that Mr. McGirr brings a unique combination of skills to the Board, including public company executive and board experience, capital markets insight, operational and corporate development experience, and significant expertise in the healthcare sector, specifically with infectious diseases. Mr. McGirr’s background as a senior financial executive provides significant value to the Board in the areas of accounting, financing and business development.
| 14 | INSMED PROXY STATEMENT |
Elizabeth McKee Anderson, age 64
| ● | Director since November 2018 |
| ● | Chair of the Nominations and Governance Committee |
Career Highlights:
| ● | Janssen Pharmaceuticals, Inc., a Johnson & Johnson company (2003 - 2014) |
| ● | Worldwide Vice President, Global Strategic Marketing and Market Access, Infectious Diseases and Vaccines |
| ● | Worldwide Vice President, Global Strategic Marketing and Market Access, Vaccines |
| ● | Worldwide Vice President, Immunology, Global Strategic Marketing |
| ● | Worldwide Vice President, BIO Strategic Marketing |
| ● | Vice President, Global Biologics Strategic Marketing, Centocor |
| ● | Vice President, Strategic Planning & Market Research, Centocor |
| ● | Wyeth (1997 - 2002) |
| ● | Vice President & General Manager, Wyeth Lederle Vaccines |
| ● | Rhone-Poulenc Rorer Pharmaceuticals Inc. (1993 - 1997) |
| ● | Senior Vice President and General Manager, North America, Centeon LLC |
| ● | Vice President and General Manager, North America, Armour Pharmaceutical Company |
| ● | Vice President, Worldwide Business Operations, Armour Pharmaceutical Company |
| ● | American National Red Cross (1983 - 1993) |
| ● | Mobay Chemical Company (1979 - 1983) |
Current Public Board Service:
| ● | Director, Bavarian Nordic A/S (CHP: BAVA) |
| ● | Director, BioMarin Pharmaceutical Inc. (Nasdaq: BMRN) |
| ● | Director, Revolution Medicines, Inc. (Nasdaq: RVMD) |
Current Private Board and Other Service:
| ● | Director, Aro Biotherapeutics Inc. |
| ● | Member of the Board of Trustees, The Wistar Institute |
Education:
| ● | Loyola University Maryland - M.B.A., finance |
| ● | Rutgers University - B.S., engineering |
Qualifications:
Ms. Anderson has over 30 years of leadership in biotechnology, pharmaceuticals and vaccines. The Board believes that Ms. Anderson’s experience, including extensive global marketing and infectious disease experience, makes her well-suited to guide the Board in commercial and market access matters.
| 15 | INSMED PROXY STATEMENT |
INCUMBENT DIRECTORS WHOSE TERM EXPIRES AT THE 2024 ANNUAL MEETING OF SHAREHOLDERS (CLASS III DIRECTORS)
David R. Brennan, age 68
| ● | Director since May 2014 |
•
Career Highlights:● Lead Independent Director since November 2018 •● Member of the Compensation Committee Career Highlights:•● Alexion Pharmaceuticals (Nasdaq:(Formerly, Nasdaq: ALXN) (2016(2014 - 2017)2021)o● Chairman until acquisition by AstraZeneca PLC ● Interim CEO (2016 – 2017) •● Director ● AstraZeneca PLC (NYSE: AZN) (1999 - 2012) o● CEO CEOo● Executive Vice President of North America o● Senior Vice President of Commercialization and Portfolio Management o● Director Director•● Astra Merck, Inc. (1995 - 1999) •● Merck & Co., Inc. (1975 - 1994)
Education:
| ● |
Gettysburg College - B.A., business administration | |||||
Qualifications:
Mr. Brennan has nearly 40 years of experience in the pharmaceutical industry. The Board believes that Mr. Brennan’s experience at public pharmaceutical companies, including board experience and roles in executive management, commercialization and product management, makes him a valuable asset to the Board.
| 16 | INSMED PROXY STATEMENT |
Leo Lee, age 52
| ● | Director since May 2018 |
| ● | Member of the Compensation Committee |
| ● | Member of the Science and Technology Committee |
Career Highlights:
| ● | Novartis Pharma (2020 - present) |
| ● | President, Japan |
| ● | Regeneus Ltd. (ASX: RGS) (Regeneus) (2017 - present) |
| ● | Non-Executive Director |
| ● | CEO (2019 – 2020) |
| ● | Merck KGaA (2015 - 2017) |
| ● | President, Japan |
| ● | Allergan plc (2011 - 2015) |
| ● | President, Japan |
| ● | Merck & Co. (2008 - 2011) |
| ● | Vice President of Sales |
| ● | IQVIA (Cegedim Dendrite) (2003-2008) |
| ● | General Manager |
| ● | Vice President of Sales and Marketing, Asia Pacific |
| ● | Director of Global Accounts Operation, Asia |
| ● | Accelrys, Inc. (1997 - 2003) |
| ● | Senior Director of Western Regional Sales |
| ● | President and Representative Director |
| ● | General Manager of Asia Pacific |
| ● | Sales Manager for Asia Pacific |
Current Public Board Service:
| ● | Non-Executive Director, Regeneus |
Education:
| ● | University of California, Los Angeles - B.S., molecular genetics and microbiology |
Qualifications:
Mr. Lee has nearly 25 years of experience in the pharmaceutical industry in Japan. The Board believes that Mr. Lee’s experience in commercial leadership roles in Japan and the Asia Pacific region brings value to the Board as the Company expands in this geography.
| 17 |
Carol A. Schafer, age 58
| ● | Director since April 2020 |
| ● | Member of the Audit Committee |
| ● | Member of the Nominations and Governance Committee |
Career Highlights:
| ● | Hyphen Advisors, LLC (2018 - present) |
| ● | Managing Partner |
| ● | Five Prime Therapeutics, Inc. (Formerly, Nasdaq: FPRX) (2019 – 2021) |
| ● | Director until acquisition by Amgen, Inc. (Nasdaq: AMGN) |
| ● | Wells Fargo Securities (2007 - 2018) |
| ● | Vice Chair, Equity Capital Markets |
| ● | Managing Director |
| ● | Lexicon Pharmaceuticals (Nasdaq: LXRX) (2003 - 2007) |
| ● | Vice President, Finance and Business Development |
| ● | J.P. Morgan (1986 - 2003) |
| ● | Managing Director, Equity Capital Markets Sector Head |
| ● | Vice President |
Current Public Board Service:
| ● | Director, Idera Pharmaceuticals, Inc. (Nasdaq: IDRA) |
| ● | Director, Kura Oncology, Inc. (Nasdaq: KURA) |
| ● | Director, Repare Therapeutics, Inc. (Nasdaq: RPTX) |
Education:
| ● | Boston College - B.A., |
| ● | New York University Stern School of Business - M.B.A. |
Qualifications:
Ms. Schafer has more than 35 years of experience in investment banking, corporate finance and business development in the pharmaceutical and biotechnology industries, including significant experience in financing and equity capital markets, making her a valuable asset to the Board.
| 18
| INSMED PROXY STATEMENT |
Melvin Sharoky, M.D., age 71
| ● | Director since May 2001 |
•
Career Highlights:● Chairman from June 2009 - December 2010 •● Member of the Nominations and Governance Committee •● Member of the Science and Technology Committee Career Highlights:•● Par Pharmaceutical Companies, Inc. (2007 - 2012) o● Director until acquisition by Endo International plc (Nasdaq: ENDP) •● Somerset Pharmaceuticals, Inc. (1995 - 2001; 2002 - 2007) o● President President● CEO o● Consultant CEOoConsultant•● Watson Pharmaceuticals, Inc. (now Allergan PLC) (1995 - 1998) o● President President•● Circa Pharmaceuticals, Inc., a wholly-owned subsidiary of Watson Pharmaceuticals, Inc. (1988 - 1998) o● President President● CEO oCEO•● Pharmakinetics Laboratories, Inc. (1986 - 1988) o● Vice President o● Chief Medical Officer
Education:
| ● |
University of Maryland in Baltimore |
•
● University of Maryland School of Medicine - M.D. Qualifications: Dr. Sharoky has more than 30 years of experience in the pharmaceutical industry. The Board believes that, in addition to his medical experience as a physician, Dr. Sharoky's background as an executive of pharmaceutical companies, as well as his public company board service, brings valuable senior management, leadership, financial and strategic planning experience to our Board.-M.D.
Qualifications:
Dr. Sharoky has more than 30 years of experience in the pharmaceutical industry. The Board believes that, in addition to his medical experience as a physician, Dr. Sharoky’s background as an executive of pharmaceutical companies, as well as his public company board service, brings valuable senior management, leadership, financial and strategic planning experience to our Board.
| 19 | INSMED PROXY STATEMENT |
CURRENT DIRECTORS WHO WILL NOT STAND FOR RE- ELECTION
Steinar J. Engelsen, M.D., age 71
| ● | ||||||
|
| |||||
Incumbent Directors Whose Term Expires at the 2022 Annual Meeting of Shareholders (Class I Directors)
|
| |||||
Director since November 1999 |
•
Career Highlights:● Director of Insmed Pharmaceuticals Inc. from 1998 - 2000 •Chair● Member of the Science and Technology Committee •● Member of the Audit Committee Career Highlights:•● Teknoinvest AS (1996 - present) o● Partner Partner•● Soleno Therapeutics, Inc. (Nasdaq: SLNO) (2003 - 2017), formerly known as Capnia, Inc. o● Director Director•● Centaur Pharmaceuticals, Inc. (2000) o● Acting CEO •● Hafslund Nycomed AS (1989 - 1996) o● Senior Vice President, Research and Development among other management positions
Education and Certifications:
| ● |
University of Oslo - M.S., nuclear chemistry |
•
● University of Oslo - M.D. •● Norwegian School of Economics -Economics- Certified European Financial Analyst Qualifications: Dr. Engelsen has more than 25 years of experience in the pharmaceutical industry, including his experience as a financial analyst and as an investor in biopharmaceutical companies. The Board believes that Dr. Engelsen's finance and management experience as well as his public company board experience in biopharmaceutical companies enables him to provide operating insights.
| 20 | INSMED PROXY STATEMENT |
BOARD DIVERSITY MATRIX (AS OF MARCH 18, 2022)
Our Board values the diversity of its members and believes varied perspectives expand the Board’s ability to provide relevant guidance to our business. The table below provides certain diversity information regarding our Board as of March 18, 2022. Each of the categories listed in the below table has the meaning used in Nasdaq Listing Rule 5605(f).
| TOTAL NUMBER OF DIRECTORS | 10 | |||
| FEMALE | MALE | NON-BINARY | DID NOT DISCLOSE GENDER | |
| Part I: Gender Identity | ||||
| Directors | 3 | 7 | 0 | 0 |
| Part II: Demographic Background | ||||
| African American or Black | 0 | 0 | 0 | 0 |
| Alaskan Native or Native American | 0 | 0 | 0 | 0 |
| Asian | 0 | 1 | 0 | 0 |
| Hispanic or Latinx | 1 | 0 | 0 | 0 |
| Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 |
| White | 2 | 5 | 0 | 0 |
| Two or More Races or Ethnicities | 0 | 0 | 0 | 0 |
| LGBTQ+ | 0 | 0 | 0 | 0 |
| Did Not Disclose Demographic Background | 0 | 1 | 0 | 0 |
| 21 |
|
| ||||
EXECUTIVE OFFICERS
The following table sets forth our current executive officers, their ages, the positions currently held by each such person as of the date of this Proxy Statement and the period holding such positions.
NAME | AGE | POSITION(S) | PERIOD DURING WHICH | ||||
| William H. Lewis | 53 | President and CEO | September 2012—Present | ||||
| Sara Bonstein | 41 | Chief Financial Officer | January 2020—Present | ||||
| Roger Adsett | 53 | Chief Operating Officer | September 2016—Present | ||||
| Martina Flammer, M.D. | 58 | Chief Medical Officer | |||||
| S. Nicole Schaeffer | 53 | Chief People Strategy Officer | January 2013—Present | ||||
| 45 | General Counsel, SVP | ||||||
 | Mr. Lewis’s biographical information is summarized above under "Election of Class I Directors". |
| 22 | INSMED PROXY STATEMENT |
William H. Lewis. Mr. Lewis's biographical information is summarized above under "Incumbent Directors Whose Term Expires at the 2022 Annual Meeting of Shareholders (Class I Directors)."
 | 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 industry. Prior to joining the Company, Ms. Bonstein was Chief Financial Officer and Chief Operating Officer of OncoSec Medical Incorporated, positions she held since May 2018. From February 2014 to April 2018, Ms. Bonstein served as the Chief Financial Officer, Secretary, Treasurer and Executive Vice President at Advaxis, Inc. Prior to Advaxis, Ms. Bonstein was a Six Sigma Champion & Black Belt at Eli Lilly and Company (Lilly) from January 2012 to February 2014. From August 2004 to December 2011, Ms. Bonstein served in various finance roles at ImClone Systems (acquired by Lilly in 2008), including Director of Development Finance. From 2001 to 2004, Ms. Bonstein served in various roles at Johnson & Johnson. Ms. Bonstein has served on the board of directors of scPharmaceuticals Inc. (Nasdaq: SCPH) since July 2020 and Xilio Therapeutics, Inc. (Nasdaq: XLO) since August 2021. Ms. Bonstein holds a Master of Business Administration from Rider University and a Bachelor of Science in Finance from The College of New Jersey. |
 | Mr. Adsett joined Insmed as Chief Commercial Officer in September 2016 and was promoted to Chief Operating Officer in November 2019. Mr. Adsett has more than 25 years of experience in the global biotechnology and pharmaceutical industry. From January 2015 to September 2016, Mr. Adsett was Senior Vice President, Head of Gastrointestinal and Internal Medicine Business Unit at Shire Plc (Shire), a global specialty biopharmaceutical company. From August 2008 to January 2015, Mr. Adsett was Senior Vice President, Gastrointestinal Business Unit Leader at Shire. From October 2005 to August 2008, Mr. Adsett was General Manager, Oral IBD Products of the Gastroenterology Business Unit of Shire. From November 1994 to October 2005, Mr. Adsett held various marketing and commercial roles at AstraZeneca plc, a multinational pharmaceutical and biopharmaceutical company. Mr. Adsett was a senior analyst at Accenture PLC, a global professional services company, from September 1991 to November 1994. Mr. Adsett has served on the board of Landos Biopharma, Inc. (Nasdaq: LABP) since March 2022. Mr. Adsett holds a Master of Business Administration from The Wharton School at the University of Pennsylvania and a Bachelor of Arts in English and Economics from Bucknell University. |
| 23 | INSMED PROXY STATEMENT |
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
 | Dr. Flammer joined Insmed as Chief Medical Officer in December 2019. Dr. Flammer has over 20 years of experience in both medical and commercial roles in the global biotechnology and pharmaceutical industry. From February 2018 to October 2019, Dr. Flammer was Head of Corporate Division Customer Value, Senior Vice President at Boehringer Ingelheim International. From 2012 to 2018, Dr. Flammer held various positions at Boehringer Ingelheim, including Vice President, Clinical Development and Medical Affairs (2016 - 2018), Vice President of Medicine, Regulatory Affairs & Pharmacovigilance (2014 - 2016), and Senior Global Medical Director, Clinical Development & Medical Affairs Virology (2012 - 2014). Prior to her time at Boehringer Ingelheim, Dr. Flammer served in various roles at Pfizer, Inc. from 2000 to 2011. Dr. Flammer holds an M.B.A. from New York University Stern School of Business and an M.D. from University of Vienna Medical School. |
 | Ms. Schaeffer joined Insmed as Senior Vice President, Human Resources and Corporate Services in January 2013 and was promoted to Chief People Strategy Officer in January 2018. From October through December 2012, Ms. Schaeffer was a consultant to Insmed. Ms. Schaeffer has more than 25 years of experience in human resources, organizational development, corporate operations, and building life science organizations. From March 2005 to June 2012, Ms. Schaeffer served as Senior Vice President, Administration and Human Resources, for Amicus Therapeutics where she was responsible for the human resources, facilities, and information technology functions. Prior to Amicus, she served as Senior Director, Human Resources, for three portfolio companies of Flagship Ventures (now Flagship Pioneering), a venture capital firm, and in that capacity, she managed human resources for three life sciences companies. Ms. Schaeffer also held HR leadership positions with Oak Industries, from 1997 to 2000, and EMC Corporation, from 1994 to 1996. Ms. Schaeffer received her Bachelor of Arts degree from the University of Rochester and her Master of Business Administration degree from Boston University. |
 | Mr. Smith joined Insmed as Corporate Counsel in April 2014 and was promoted several times, including to the positions of Vice President, Corporate Counsel (September 2016 to June 2020) and Senior Vice President, General Counsel – US (July 2020 to July 2021). Most recently, Mr. Smith was promoted to General Counsel, Senior Vice President in July 2021. Mr. Smith served as Associate General Counsel at ViroPharma Incorporated from April 2008 until its acquisition by Shire plc in 2014. Prior to that, Mr. Smith served as Counsel at ConvaTec from June 2006 to April 2008. From May 2005 to June 2006, Mr. Smith was an Associate Attorney at Reed Smith LLP. Mr. Smith received his Bachelor of Science degree in Biology from Duquesne University and his Juris Doctor degree from Duquesne University School of Law. |
| 24 | INSMED PROXY STATEMENT |
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 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 (Shire), a global specialty biopharmaceutical company. From August 2008 to January 2015, Mr. Adsett was Senior Vice President, Gastrointestinal Business Unit Leader at Shire. From October 2005 to August 2008, Mr. Adsett was General Manager, Oral IBD Products of the Gastroenterology Business Unit of Shire. From November 1994 to October 2005, Mr. Adsett held various marketing and commercial roles at AstraZeneca plc, a multinational pharmaceutical and biopharmaceutical company. Mr. Adsett was a senior analyst at Accenture PLC, a global professional services company, from September 1991 to November 1994. Mr. Adsett holds a Masters of Business Administration from The Wharton School at the University of Pennsylvania and a Bachelor of Arts in English and Economics from Bucknell University.
Martina Flammer, M.D. Dr. Flammer joined Insmed as Chief Medical Officer in December 2019. Dr. Flammer has over 17 years of experience in both medical and commercial roles in the global biotechnology and pharmaceutical industry. From February 2018 to October 2019, Dr. Flammer was Head of Corporate Division Customer Value, Senior Vice President at Boehringer Ingelheim International. From 2012 to 2018, Dr. Flammer held various positions at Boehringer Ingelheim, including Vice President, Clinical Development and Medical Affairs (2016 - 2018), Vice President of Medicine, Regulatory Affairs & Pharmacovigilance (2014 - 2016), and Senior Global Medical Director, Clinical Development & Medical Affairs Virology (2012 - 2014). Prior to her time at Boehringer Ingelheim, Dr. Flammer served in various roles at Pfizer, Inc. from 2000 to 2011. Dr. Flammer holds an M.B.A. from New York University Stern School of Business and an M.D. from University of Vienna Medical School.
Christine Pellizzari. Ms. Pellizzari joined Insmed as General Counsel and Corporate Secretary in July 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 2011, Ms. Pellizzari served as Executive Vice President, General Counsel and Secretary for Aegerion 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. 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.
S. Nicole Schaeffer. Ms. Schaeffer joined Insmed as Senior Vice President, Human Resources and Corporate Services in January 2013 and was promoted to Chief People Strategy Officer in January 2018. From October through December 2012, Ms. Schaeffer was a consultant to Insmed. Ms. Schaeffer has more than 25 years of experience in human resources, organizational development, corporate operations, and building life science organizations. From March 2005 to June 2012, Ms. Schaeffer served as Senior Vice President, Administration and Human Resources, for Amicus Therapeutics where she was responsible for the human resources, facilities, and information technology functions. Prior to Amicus, she served as Senior Director, Human Resources, for three portfolio companies of Flagship Ventures (now Flagship Pioneering), a venture capital firm, and in that capacity she managed human resources for three life sciences companies. Ms. Schaeffer also held HR leadership positions with Oak Industries, from 1997 to 2000, and EMC Corporation, from 1994 to 1996. Ms. Schaeffer received her Bachelor of Arts degree from the University of Rochester and her Masters 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.
Corporate Governance Matters
Corporate Governance Materials and Practices.
Our written corporate governance materials, including our Bylaws, Corporate Governance Guidelines, Code of Business Conduct and Ethics, Audit Committee Charter, Compensation Committee Charter, Nominations and Governance Committee Charter, Science and Technology Committee Charter, and Director Resignation Policy are posted on our website at www.insmed.com under the heading "Investors—“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 a lead independent director, which our Corporate Governance Guidelines require if the positions of Chair and CEO are combined, and all our non-employee directors and Board committee members are independent. |
| ● | The Board has adopted a director resignation policy for 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 approximately two years to over 20 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. |
| ● | Our Board oversees our environmental, social and governance (“ESG”) sustainability efforts and initiatives and has designated responsibilities for various components of ESG to our Nominations and Governance Committee. |
Code of Business Conduct and Ethics.
We have adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers (including our CEO, chief financial officer, controller and any person performing similar functions) and employees. Our Code of Business Conduct and Ethics contains written standards designed to communicate our expectations of our directors, officers, and employees when making decisions and conducting themselves in corporate activities, including the ethical handling and use of confidential information; actual or apparent conflicts of interest; compliance with applicable governmental laws, rules and regulations; protection of our assets and proprietary information; the ethical handling of payments and gifts received in the normal course of business and of payments made to government personnel; prompt internal reporting of violations of our Code of Business Conduct and Ethics; and accountability for adherence to our Code of Business Conduct and Ethics. We have established a means for individuals to report a violation or suspected violation of the Code of Business Conduct and Ethics anonymously, including those violations relating to accounting, internal controls or auditing matters, and federal securities laws. We intend to satisfy the disclosure requirements regarding any amendment to, or waiver from, a provision of the Code of Business
Conduct and Ethics by making disclosures concerning such matters available on our website at www.insmed.com under the heading "Investors—“Investors— Corporate Governance."”
| 25 | INSMED PROXY STATEMENT |
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.
Meetings of the Board.
The Board held 10eight meetings during 2019.2021. Each director attended at least 75% of the aggregate number of Board and committee meetings that occurred in 20192021 during his or her tenure on the Board.
Director Resignation Policy.
Any nominee for director in an uncontested election who has a greater number of votes "withheld"“withheld” from his or her election than votes cast "for"“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"“for” their election than votes "withheld,"“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'sdirector’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 theour Directors.
The Board makes an affirmative determination regarding the independence of each director annually, based on the recommendation of the Nominations and Governance Committee. The Board has determined that the following members of the Board are independent, as that term is defined under the general independence standards of the Nasdaq listing standards: Mr. Altomari, Ms. Anderson, Mr. Brennan, Dr. Desjardins, Dr. Engelsen, Mr. Lee, Mr. McGirr, Ms. Anderson,Schafer and Dr. Sharoky and Mr. Lee.Sharoky. Mr. Lewis is not considered independent because he is currently employed by the Company. The Board also determined that Mr. Hayden, who resigned as a director in May 2019, was an independent director.
Board's
| 26 | INSMED PROXY STATEMENT |
Board’s Role in Strategy.
The Board actively participates in Company strategy decisions and oversight throughout the year. The Board annually reviews the company'scompany’s strategic plan, including key risks and decisions facing the Company.
Director Nominating Process
Our Nominations and Governance Committee, which is described more fully below under "Corporate“Corporate Governance—Committees of the Board—Nominations and Governance Committee,"” serves as an independent and objective party to identify, assess, recruit and recommend to the Board qualified candidates for directorship, consistent with criteria approved by the Board, and establishes and annually
reviews such criteria based on factors it considers appropriate. The Board evaluates each nominee in the context of the Board as a whole, with the objective of recommending a group of directorsnominees 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, sound business judgment, career specialization, relevant technical skills, independence, the ability to commit sufficient time to the Board, and the extent to which the candidate would fill a present need on the Board, along with geographic, gender, age, racial and ethnic diversity.
Nominations and Governance Committee Process for Identifying and Evaluating Director Candidates.
The Nominations and Governance Committee evaluates all director candidates in accordance with the director qualification standards described above. The Nominations and Governance Committee evaluates a candidate'scandidate’s qualifications to serve as a member of the Board based on the skills and characteristics of such individual Board member, as well as the composition of the Board as a whole. In addition, the Nominations and Governance Committee will evaluate a candidate'scandidate’s independence, diversity, skills and experience in the context of the Board'sBoard’s needs.
Director Candidate Recommendations and Nominations by Shareholders.
The Nominations and Governance Committee'sCommittee’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“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 theour Bylaws and summarized in this Proxy Statement under the heading "Proposals“Proposals for 20212023 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,Mr. Michael Smith, Corporate Secretary, Insmed Incorporated, 700 US Highway 202/206, Bridgewater, New Jersey, 08807. All communications sent to Ms. PellizzariMr. Smith will be forwarded, as appropriate, to the Board, the Nominations and Governance Committee or any specified individual directors.
| 27 | INSMED PROXY STATEMENT |
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 20192021 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
2018, Mr. Hayden stepped down as ChairmanLewis, our CEO, was appointed Chair 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 ChairmanChair and Mr. Brennan serving as our Lead Independent Director, is appropriate for the Company at this time. Both Mr. Lewis and Mr. Brennan are actively engaged on significant matters affecting us, such as long-term strategy. The CEO has overall responsibility for all aspects of our operation, while the Lead Independent Director has a greater focus on governance of the Company, including oversight of the Board. We believe the combined role of CEO and ChairmanChair balanced with the shared leadership with the Lead Independent Director is a strength for the Company. As our Lead Independent Director, Mr. Brennan 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.
Committees of the Board
Our Bylaws provide that the Board may create one or more committees of the Board. Currently, the Board has four standing committees: the Audit Committee, the Compensation Committee, the Nominations and Governance Committee and the Science and Technology Committee.
Audit Committee
Composition and Attendance.
Our Audit Committee consists of Mr. McGirr (Chairman)(Chair), Mr. Altomari, Dr. Engelsen, and Mr. Altomari,Ms. Schafer, each of whom is an independent Board member. During 2019,2021, the Audit Committee held sevensix meetings.
Responsibilities and Duties.
The Audit Committee assists our Board in fulfilling its oversight responsibilities relating to the accounting, reporting and financial practices of the Company as well as overseeing our compliance with applicable legal and regulatory requirements. The Committee reviews and oversees:
| ● | the auditing, accounting, and financial reporting processes, including the audits of our financial statements; |
| 28 | INSMED PROXY STATEMENT |
| ● | our systems of internal controls regarding finance and accounting that we have established; |
| ● | the qualifications and independence of our independent registered public accounting firm; |
| ● | the appointment, retention and performance of our independent registered public accounting firm and the performance of any internal audit functions; and |
| ● | 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 threefour 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”).
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 comprehensive income/loss, statement of cash flows, and statement of shareholders'shareholders’ equity. Our Board also has determined that each of Mr. McGirr and Ms. Schafer is an "audit“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 (Chair), Mr. Brennan, and Mr. Lee, each of whom is an independent Board member. During 2019,2021, the Compensation Committee held sevennine meetings.
Responsibilities and Duties.
The Compensation Committee develops and oversees the implementation of our compensation philosophy for our executive officers and is responsible for our executive and other compensation plans. The Compensation Committee'sCommittee’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.
| 29 | INSMED PROXY STATEMENT |
Committee Independence and Related Requirements.
Our Board has determined that all three of the current Compensation Committee members Mr. Altomari, Mr. Brennan, and 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"“non-employee directors” within the meaning of the rules under Section 16 of the Exchange Act and "outside directors"“outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the Code and Section 162(m)“Code”). 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 Ms. Anderson (Chair), Ms. Schafer, and Dr. Sharoky, each of whom is an independent Board member. During 2019,2021, the Nominations and Governance Committee held four meetings.
Responsibilities and Duties.
The Nominations and Governance Committee identifies and nominates qualified candidates for directorship and serves in a leadership role in shaping our corporate
governance and overseeing the evaluation of the Board and its committees. The Nominations and Governance Committee:
| ● | assists the Board by identifying individuals qualified to become Board members and recommending to the Board the director nominees for election at shareholder meetings and to fill vacancies on the Board; |
| ● | makes recommendations to the Board regarding Board and committee organization, structure and composition; |
| ● | evaluates the overall effectiveness of the Board and its committees; |
| ● | develops and assesses the Company’s corporate governance policies and practices, including risks related to such policies and practices; and |
| ● | oversees and guides the Company’s strategy and risks related to material ESG matters. |
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. EngelsenDesjardins (Chair), Dr. Sharoky,Engelsen, Mr. Lee, and Mr. Lee,Dr. Sharoky, each of whom is an independent Board member. TheDuring 2021, the Science and Technology Committee was formed in May 2019 and held fourthree meetings.
Responsibilities and Duties.
The Science and Technology Committee assists our Board in its oversight of the Company'sCompany’s preclinical research and development (R&D)(“R&D”) activities and its clinical development activities and decisions. The Science and Technology Committee:
| ● | reviews with the Company the third-party competitive landscape related to the Company’s preclinical R&D and clinical development activities; |
| 30 | INSMED PROXY STATEMENT |
| ● | monitors and identifies significant new and emerging trends in science and technology, including R&D, and provides strategic advice to the Board regarding such issues and trends; |
| ● | reviews with the Company current and planned technology initiatives and provides feedback to the Board regarding such initiatives; |
| ● | advises the Board on the scientific aspects of business development transactions; and |
| ● | assists the Company in reviewing, as requested, the capabilities of the Company’s current and prospective key scientific personnel and the depth and breadth of the Company’s scientific resources. |
The Science and Technology Committee reviews and reassesses the adequacy of its charter at least annually.
The Role of the Board in Risk Oversight
The Board has primary responsibility for overseeing the Company'sCompany’s risk management. The Board administers its oversight responsibility for risk management directly and through its committees.
Each committee chairmanchair reports to the Board regarding the committee'scommittee’s considerations of management'smanagement’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 developmentR&D activities, our manufacturing and supply chain, and our operations. Our Board believes that full and open communication between management and the Board is essential for effective risk management and oversight. The Board and each of its committees have full access to our senior management, as well as the ability to engage outside advisors and other experts. Management routinely informs the Board of developments that could affect our risk profile or other aspects of our business and development.
The Audit Committee is responsible for overseeing the Company'sCompany’s program for identifying, evaluating and controlling significant risks. The Audit Committee periodically discusses with management and the independent auditor the Company'sCompany’s major risk exposures, including financial, legal, regulatory and cybersecurity risk exposures, and the steps taken to monitor, control and minimize such exposures. The Audit Committee also reviews and evaluates our processes and policies for identifying and assessing key risk areas and for formulating and implementing steps to address such risk areas. The Audit Committee oversees disclosure controls and procedures, including applicable internal control over financial reporting and meets with the Chief Financial Officer, the Chief Legal Officer, the Chief Compliance Officer,General Counsel, the Chief Accounting Officer, external audit personnel, and other senior managers as appropriate to review issues regarding compliance with the applicable legal and regulatory requirements.
The Compensation Committee assesses and monitors whether any of our compensation policies and programs 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. In July 2019, the Company selected Willis Towers Watson as its new independent compensation consultant. In February 2019,2021, the Compensation Committee, with the assistance of Frederic W. Cook & Co., Inc. (FW Cook)Willis Towers Watson (“WTW”), the Company's formerCompany’s independent compensation consultant, reviewed the executive compensation program and US sales incentive programs, 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'sBoard’s performance, oversees the self-evaluation of each of the Board'sBoard’s committees, oversees our corporate governance and formulates and recommends corporate governance standards to our Board.
| 31 | INSMED PROXY STATEMENT |
The Science and Technology Committee oversees the Company'sCompany’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'sCompany’s preclinical R&D and research activities and advises the Board on the scientific aspects of business development transactions.
Environmental, Social and Governance Considerations
As a company driven by its mission to transform patients' lives, we take our responsibility to patients, employees, the medical community, and the communities in which we live and work very seriously. As we grow, we are enhancing our focus on a variety of ESG considerations. Our Nominations and Governance Committee receives updates on ESG matters from our CEO, General Counsel and ESG team, a cross-functional group of employees including members from corporate communications, investor relations and legal. The ESG team works with employees across the organization in addressing ESG initiatives. While we continue to expand our ESG strategy, we have already focused on the following areas:
 | ● | Patient Support: Patients are at the center of our mission. We operate a robust patient support program, partake in regular, compliant interaction with patient advocacy groups and invite patients to share their experiences in-person and virtually. Furthermore, we are committed to providing patients with access to our medicines and work with numerous stakeholders to enable this access as appropriate. Our Expanded Access Programs help address patient needs by making certain investigational medical products or unapproved products available to eligible patients, in accordance with applicable local laws. Finally, we continue to monitor product safety in our clinical development programs and for our marketed product via our pharmacovigilance program. |
 | ● | Diversity, Equity and Inclusion: We are committed to promoting diversity in our workforce and to taking steps to support equity and inclusion for all. |
| ● | Gender –As of the Record Date, women represented 30% of the Board and 43% of our Executive Committee. As of June 1, 2021 (the most recent measurement date), women comprised 49% of our overall workforce and 36% of our leadership (Vice President level and above). |
| ● | Racial and Ethnic – As of June 1, 2021 (the most recent measurement date), 42% of our U.S. workforce identified as a non-minority, 20% identified as a minority, and 38% did not identify. As of the same date, 46% of our U.S. leadership (Vice President level and above) identified as a non-minority, 11% identified as a minority, and 43% did not identify. |
We will continue to measure and share our diversity statistics in the future. We expect to continue to enhance our Board, leadership and workforce diversity, advance the development of diverse talent, and ensure diverse succession plans in our employee workforce, leadership and our Board. In 2021, we launched several new Employee Resource Groups (“ERGs”) with the aim of fostering a sense of community and cultural awareness among our employees. Our current ERGs include groups supporting female employees, working caregivers and Hispanic/Latinx colleagues. In addition, we are committed to equitable pay for all employees and use industry benchmarks and annual compensation reviews to ensure a fair and bias-free compensation system.
| 32 | INSMED PROXY STATEMENT |
 | ● | Employee Wellness: We were ranked as the top company to work for in the biopharma industry in Science’s 2021 Top Employers Survey and certified in the United States as a Great Place To Work. We are dedicated to investing in our employees and workplace culture. As part of this effort, we have put in place several financial wellness programs for the benefit of our workforce, including an Employee Stock Purchase Plan and 401(k) match program. We have also taken several actions to promote the physical and mental wellbeing of our employees, including enacting a dogs at work policy, providing a mental health wellness platform, and providing fitness classes onsite and virtually. |
 | ● | COVID-19 Support: Our employees (other than our laboratory personnel) have been provided the ability to work virtually in order to flexibly manage business and home responsibilities. We have enhanced our internal communications and touch points to ensure connectivity to our workforce. For those who choose to work from the office, all of our facilities have been appropriately evaluated and are maintained for social distancing and sanitation on a daily basis in line with state and CDC guidelines. We will continue to manage this situation with a focus on the safety of our employees, ARIKAYCE physicians, caregivers and patients. |
 | ● | Environmental Impact: We are cognizant of our responsibility to our broader environment and have supported several green measures at our headquarters in an effort to reduce our Company’s carbon footprint, including increasing recycling efforts, using energy-efficient rooftop HVAC units, installing electric car chargers, and limiting waste in food service distribution. In our research laboratories, hazardous and chemical waste are responsibly managed and tracked in line with regulatory requirements. We continue to explore ways to improve our sustainability efforts. |
 | ● | Community Service: We are committed to giving back to our communities, with a focus on three key areas: health, education, and human services. We partake in several employee-led community service initiatives both in the US and abroad. |
Table of Contents33 INSMED PROXY STATEMENT
AUDIT COMMITTEE REPORT AND INDEPENDENT AUDITOR FEES
Report of the Audit Committee
The Audit Committee approvesselects the selection of the Company'sCompany’s independent registered public accounting firm and regularly meets with and holds discussions with management and the Company'sCompany’s independent registered public accounting firm.
The Audit Committee oversees the Company'sCompany’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'sCompany’s Annual Report on Form 10-K for the year ended December 31, 20192021 (the Annual Report)“Annual Report”) with management, including a discussion of the accounting principles, the reasonableness of significant judgments, and the quality and clarity of disclosures in the financial statements.
The Audit Committee reviewed with Ernst & Young, which is responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, its judgments as to the overall quality of financial reporting, the Company'sCompany’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 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'saccountant’s communications with the Audit Committee concerning independence, and considered the compatibility of non-audit services with the independence of the independent registered public accounting firm.
In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board (and the Board approved) that the audited financial statements be included in the Company'sCompany’s Annual Report for filing with the SEC.
THE AUDIT COMMITTEE
The Audit Committee
David W.J. McGirr, ChairmanChair
Alfred F. Altomari
Steinar J. Engelsen, M.D., C.E.F.A.
Carol A. Schafer
| 34 | INSMED PROXY STATEMENT |
Audit Committee Pre-Approval Policy
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'sCompany’s independent registered public accounting firm in an effort to ensure that the provision of such services does not impair the independence of the independent registered public accounting firm from the Company and is consistent with the rules of the SEC. The policy requires pre-approval by the Audit Committee of the terms and fees of all audit, review and attestation engagements and related services. The policy also requires the Audit Committee to pre-approve the provision of any audit-related services or non-audit services and determine they would not impair the independence of our independent registered public accounting firm. The policy prohibits the Audit Committee from retaining our independent registered public accounting firm in connection with a transaction initially recommended by such firm, the purpose of which may be tax deferral or reduction. The policy delegates pre-approval authority to the Chair of the Audit Committee or, if the Chair is not available, to any of the Audit Committee'sCommittee’s members, but any pre-approval decision must be reported to the Audit Committee at its next scheduled meeting. All of the services performed by Ernst & Young in the year ended December 31, 20192021 were pre-approved in accordance with the pre-approval policy.
Independent Registered Public Accounting Firm Fee Disclosure
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, 20192021 and 2018,2020, which were as follows:
| | 2019 | 2018 | ||
|---|---|---|---|---|
Audit Fees | $1,196,177 | $975,910 | ||
Audit-Related Fees | — | — | ||
Tax Fees | — | — | ||
All Other Fees | 1,995 | 1,995 | ||
| | | | | |
Total Fees | $1,198,172 | $977,905 | ||
| | | | | |
| | | | | |
| | | | | |
Audit
| 2021 | 2020 | |
| Audit Fees | $1,906,000 | $1,136,876 |
| Audit-Related Fees | — | — |
| Tax Fees | — | — |
| All Other Fees | 6,500 | 1,995 |
| Total Fees | $1,912,500 | $1,138,871 |
Audit fees in 20192021 and 20182020 include fees for services performed to comply with generally accepted auditing standards. These services include the integrated year-end audit of our consolidated financial statements, attestation services with respect to our internal control over financial reporting, quarterly reviews, accounting consultations on matters addressed during the audit or quarterly reviews, review of documents filed with the SEC, and $125,000, with respect to 2019,$300,000 and $115,000 with respect to 2018, paid to Ernst & Young for consent and comfort letter procedures for registration statements filed in 20192021 and 2018,2020, respectively. The 2021 audit fees included services performed related to the Company’s business acquisitions as well as additional procedures related to the Company’s growth in Europe and Japan.
| 35 | INSMED PROXY STATEMENT |
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Review and Approval of Related Party Transactions
Pursuant to our written related party policy, our Audit Committee must review and consider whether to approve or ratify all related party transactions, as defined in Item 404 of Regulation S-K. In determining whether to approve or ratify a related party transaction, the Audit Committee will take into account, among other factors it deems appropriate, the purpose and potential benefits to us of the transaction, the related party'sparty’s interest in the transaction, the approximate dollar value involved in the transaction, whether the transaction was undertaken in the ordinary course of business, whether the related party transaction is on terms no less favorable to us than terms generally available to us from an unaffiliated third-party under the same or similar circumstances, and whether, under all the
circumstances, the transaction is not inconsistent with our best interests. Any transaction which is deemed to be a related party transaction requires the approval of a majority of the disinterested Audit Committee members.
Related Party Transactions
Since January 1, 2019,2021, there were no related party transactions, nor are there currently any proposed related party transactions, which in accordance with SEC rules, would require disclosure in this Proxy Statement.
DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires that our directors, executive officers and holders of more than 10% of our Common Stock report to the SEC their ownership of our Common Stock and changes in that ownership. Directors, executive officers and beneficial owners of more than 10% of our Common Stock are required by applicable regulations to furnish us with copies of all Section 16(a) forms they file. As a matter of practice, members of our staff assist our executive officers and directors in preparing initial ownership reports and reporting ownership changes and typically file these reports on their behalf. Based solely upon a review of the reports filed pursuant to Section 16(a) of the Exchange Act, we believe that during the year ended December 31, 2019,2021, our executive officers, directors and beneficial owners of more than 10% of our Common Stock timely filed all reports required under Section 16, except for the following instances: (1) on May 16, 2019, Mr. Lee filedinstance: Ms. Schaeffer reported, in a Form 3 that inadvertently omitted 10,000 shares of our Common Stock that Mr. Lee held at the time of his appointment as a director, which shares were subsequently reported on an amended Form 34 filed on March 27, 2020, (2) on February 27, 2019, Mr. Hayden filed12, 2021, a late Form 4 reportingnet settlement transaction related to the exercise of outstanding options to purchase shares of our Common Stock, and the subsequent sale of such shares, on February 15, 2019,March 8, 2021. These transactions were not reported timely 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.clerical error.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners, Directors and Management
The following tables set forth information about the beneficial ownership of our Common Stock as of the Record Date (except as otherwise noted), by:
| ● | each person, or group of persons, who beneficially owns more than five percent (5%) of our Common Stock, based on reports filed with the SEC pursuant to Section 13(d) of the Exchange Act; |
| ● | each of our directors and director nominees; |
| ● | each of our named executive officers; and |
| ● | all directors and executive officers as a group. |
| 36 | INSMED PROXY STATEMENT |
Beneficial ownership and percentage ownership are determined in accordance with Section 13 of the Exchange Act and related rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of Common Stock subject to options held by that person that are currently exercisable or exercisable within 60 days of the
Record Date and restricted stock units (“RSUs”) that may vest within 60 days of the Record Date are deemed outstanding. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as indicated in the footnotes to the following tables or pursuant to applicable community property laws, to our knowledge each shareholder named in the tables has sole voting and investment power with respect to the shares set forth opposite such shareholder'sshareholder’s name. As of the Record Date, there were 89,859,549118,938,647 shares of Common Stock outstanding.
| SHARES BENEFICIALLY OWNED1 | ||
| NAME AND ADDRESS | NUMBER | PERCENTAGE |
| Greater Than Five Percent (5%) Shareholders | ||
T. Rowe Price Associates, Inc.2 100 E. Pratt Street, Baltimore, Maryland 21202 | 15,321,204 | 12.9% |
The Vanguard Group3 100 Vanguard Blvd., Malvern, PA 19355 | 11,120,430 | 9.3% |
BlackRock, Inc.4 55 East 52nd Street, New York, NY 10055 | 9,318,130 | 7.8% |
Janus Henderson Group plc5 201 Bishopsgate EC2M 3AE, United Kingdom | 7,881,558 | 6.6% |
The Palo Alto Investors6 470 University Avenue, Palo Alto, CA 94301 | 6,025,706 | 5.1% |
| 1. | All information in this table, including the footnotes thereto, is derived from third-party filings made with the SEC, as described in the footnotes. We have not independently verified this information. |
| 2. | Based solely on a Schedule 13G/A filed with the SEC on February 14, 2022, as of December 31, 2021, T. Rowe Price Associates, Inc. reported an aggregate beneficial ownership of 15,321,204 shares of our Common Stock, with sole voting power over 3,407,995 of the shares and sole dispositive power over the 15,321,204 shares. |
| 3. | Based solely on a Schedule 13G/A filed with the SEC on February 10, 2022, as of December 31, 2021, The Vanguard Group reported an aggregate beneficial ownership of 11,120,430 shares of our Common Stock, with sole voting power over 0 shares, shared voting power over 223,603 shares, sole dispositive power over 10,791,972 shares and shared dispositive power over 328,458 shares. |
| 4. | Based solely on a Schedule 13G/A filed with the SEC on February 8, 2022, as of December 31, 2021, BlackRock, Inc. reported an aggregate beneficial ownership of 9,318,130 shares of our Common Stock with sole dispositive power over 9,318,130 shares and sole voting power over 9,213,553 shares, including shares held by a number of its subsidiaries. |
| 37 | INSMED PROXY STATEMENT |
| | Shares Beneficially Owned(1) | |||
|---|---|---|---|---|
Name and Address | Number | Percentage | ||
Greater Than Five Percent (5%) Shareholders | ||||
FMR LLC(2) | 13,401,528 | 14.9% | ||
245 Summer Street | ||||
Boston, Massachusetts 02210 | ||||
Janus Henderson Group plc(3) | 11,667,278 | 13.0% | ||
201 Bishopsgate EC2M 3AE | ||||
United Kingdom | ||||
The Vanguard Group(4) | 8,176,076 | 9.1% | ||
100 Vanguard Blvd. | ||||
Malvern, PA 19355 | ||||
BlackRock, Inc.(5) | 7,456,517 | 8.3% | ||
55 East 52nd Street | ||||
New York, NY 10055 | ||||
The Palo Alto Investors(6) | 6,848,760 | 7.6% | ||
470 University Avenue | ||||
Palo Alto, CA 94301 | ||||
T. Rowe Price Associates, Inc.(7) | 6,530,775 | 7.3% | ||
100 E. Pratt Street | ||||
Baltimore, Maryland 21202 | ||||
Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR, representing 49% of the voting power of FMR. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940 (Investment Company Act), to form a controlling group with respect to FMR.
| 5. | Based solely on a Schedule 13G/A filed with the SEC on February 10, 2022, as of December 31, 2021, Janus Henderson Group plc (“Janus Henderson”) reported an aggregate beneficial ownership of 7,881,558 shares of our Common Stock, with shared voting and dispositive power over 7,881,558 shares. Janus Henderson has an indirect 97% ownership stake in Intech Investment Management LLC and a 100% ownership stake in Janus Henderson Investors U.S. LLC (“JHIUS”), Henderson Global Investors Limited and Janus Henderson Investors Australia Institutional Funds Management Limited, (each an “Asset Manager” and collectively as the “Asset Managers”). Due to the above ownership structure, holdings for the Asset Managers are aggregated for purposes of this filing. Each Asset Manager is an investment adviser registered or authorized in its relevant jurisdiction and each furnishing investment advice to various fund, individual and/or institutional clients (collectively referred to herein as “Managed Portfolios”). |
| As a result of its role as investment adviser or sub-adviser to the Managed Portfolios, JHIUS may be deemed to be the beneficial owner of 7,861,284 shares or 6.6% of the shares outstanding of our Common Stock held by such Managed Portfolios. However, JHIUS does not have the right to receive any dividends from, or the proceeds from the sale of, the securities held in the Managed Portfolios and disclaims any ownership associated with such rights. |
| 6. | Based solely on a Schedule 13G/A filed with the SEC on February 14, 2022, as of December 31, 2021, Palo Alto Investors LP (“Palo Alto”), PAI LLC, Dr. Patrick Lee and Dr. Anthony Joonkyoo Yun (together, the “Palo Alto Investors”) reported an aggregate beneficial ownership of 6,025,706 shares of our Common Stock with shared dispositive power over 6,025,706 shares and shared voting power over 6,025,706 shares. The Palo Alto Investors filed the Schedule 13G/A jointly, but not as members of a group, and each of them expressly disclaims membership in a group. Each filer disclaims beneficial ownership of our Common Stock except to the extent of that filer’s pecuniary interest therein. |
| Palo Alto is a registered investment adviser and investment adviser of investment limited partnerships, and is the investment adviser to other investment funds. PAI LLC is the general partner of investment limited partnerships. Palo Alto’s clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, our Common Stock. |
Neither FMR nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment
| 38 | INSMED PROXY STATEMENT |
Company Act advised by Fidelity Management & Research Company, a wholly owned subsidiary of FMR, which power resides with the Fidelity Funds' Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds' Boards of Trustees.
As a result of its role as investment adviser or sub-adviser to the Managed Portfolios, JCM may be deemed to be the beneficial owner of 11,667,278 shares or 13.0% of the shares outstanding of Insmed Common Stock held by such Managed Portfolios. However, JCM does not have the right to receive any dividends from, or the proceeds from the sale of, the securities held in the Managed Portfolios and disclaims any ownership associated with such rights.
Palo Alto is a registered investment adviser and investment adviser of investment limited partnerships, and is the investment adviser to other investment funds. PAI LLC is the general partner of investment limited partnerships. Palo Alto's clients have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of, our Common Stock.
| | Shares Beneficially Owned | |||
|---|---|---|---|---|
Name | Number | Percentage | ||
Directors and Executive Officers | ||||
Elizabeth M. Anderson(1) | 12,017 | * | ||
Alfred F. Altomari(1) | 32,841 | * | ||
David R. Brennan(1) | 55,221 | * | ||
Clarissa Desjardins, M.D. | – | * | ||
Steinar J. Engelsen, M.D.(1) | 288,202 | * | ||
Leo Lee(1) | 22,965 | * | ||
David W.J. McGirr(1) | 42,261 | * | ||
Melvin Sharoky, M.D.(1) | 258,693 | * | ||
William H. Lewis(2) | 2,246,512 | 2.44% | ||
Roger Adsett(3) | 312,103 | * | ||
John Goll(4) | 114,254 | * | ||
Christine Pellizzari(5) | 591,545 | * | ||
S. Nicole Schaeffer(6) | 392,707 | * | ||
Paolo Tombesi | – | * | ||
All current directors and executive officers as a group (15 persons)(7) | 4,320,845 | 4.63% | ||
| SHARES BENEFICIALLY OWNED | ||
| NAME | NUMBER | PERCENTAGE |
| Directors and Executive Officers | ||
| Alfred F. Altomari1 | 28,496 | * |
| Elizabeth M. Anderson1 | 27,672 | * |
| David R. Brennan1 | 80,876 | * |
| Clarissa Desjardins, M.D.2 | 20,950 | * |
| Steinar J. Engelsen, M.D.1 | 320,802 | * |
| Leo Lee1 | 38,620 | * |
| David W.J. McGirr1 | 57,916 | * |
| Carol Schafer3 | 17,260 | * |
| Melvin Sharoky, M.D.4 | 241,590 | * |
| William H. Lewis5 | 2,602,376 | 2.2% |
| Roger Adsett6 | 724,820 | * |
| Sara Bonstein7 | 127,804 | * |
| Martina Flammer, M.D.8 | 180,633 | * |
| S. Nicole Schaeffer9 | 551,454 | * |
| Christine Pellizzari10 | 669,000 | * |
| All current directors and executive officers as a group (15 persons)11 | 5,181,851 | 4.4% |
*
| 1. | Includes 7,558 RSUs that will vest within 60 days of the Record Date. |
| 2. | Includes 7,558 RSUs that will vest within 60 days of the Record Date and 13,392 shares of our Common Stock that are held by 1315790 BC ULC, a holding company wholly owned by Dr. Desjardins. |
| 3. | Includes 7,558 RSUs that will vest within 60 days of the Record Date and that are held by the Carol A. Schafer Revocable Trust. |
| 4. | Includes (a) 7,558 RSUs that will vest within 60 days of the Record Date, (b) 7,714 shares of our Common Stock held by The Sharoky Family Foundation, Inc. and (c) 5,900 shares of our Common Stock held by the Baby Gator LLC. |
| 39 | INSMED PROXY STATEMENT |
| 5. | Includes (a) 1,350,048 shares of our Common Stock that are subject to stock options that are currently exercisable or exercisable within 60 days of the Record Date, (b) 20,021 RSUs that will vest within 60 days of the Record Date, (c) 497,830 shares of our Common Stock that are subject to stock options held by the Will Lewis Family Legacy Trust and (d) 536,874 shares of our Common Stock that are subject to stock options held by the Katie Procter Dynasty Trust. |
| 6. | Includes 602,882 shares of our Common Stock that are subject to stock options that are currently exercisable or exercisable within 60 days of the Record Date and 8,933 RSUs that will vest within 60 days of the Record Date. |
| 7. | Includes 91,825 shares of our Common Stock that are subject to stock options that are currently exercisable or exercisable within 60 days of the Record Date and 3,543 RSUs that will vest within 60 days of the Record Date. |
| 8. | Includes 134,595 shares of our Common Stock that are subject to stock options that are currently exercisable or exercisable within 60 days of the Record Date and 3,543 RSUs that will vest within 60 days of the Record Date |
| 9. | Includes 494,493 shares of our Common Stock that are subject to stock options that are currently exercisable or exercisable within 60 days of the Record Date and 6,027 RSUs that will vest within 60 days of the Record Date. |
| 10. | Includes 518,267 shares of our Common Stock that are subject to stock options that are currently exercisable or exercisable within 60 days of the Record Date. |
| 11. | Includes 3,831,703 shares of our Common Stock that are subject to stock options that are currently exercisable or exercisable within 60 days of the Record Date and 113,237 RSUs that will vest within 60 days of the Record Date. |
| 40 | INSMED PROXY STATEMENT |
NAMED EXECUTIVE OFFICERS Information Regarding the Advisory Vote on the Pursuant to Section 14A of the Exchange Act, we are holding a shareholder advisory vote on the compensation of our named executive officers, as described in the RESOLVED, that the shareholders of Insmed Incorporated approve, on an advisory basis, the compensation of the 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: Please read the 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 on this proposal at the Annual Meeting. Abstentions or broker non-votes will not have an effect on the outcome of this proposal. While this vote is being conducted on an advisory basis, and is therefore not binding on us, the vote will be carefully considered by the Compensation Committee and our Board. Both our Compensation Committee and our Board value the opinions of our shareholders and, to the extent there is any meaningful vote against the THE BOARD RECOMMENDS THAT YOU VOTE This Compensation Discussion and Analysis (the Executive Summary of Our We are a global biopharmaceutical company on a mission to transform the lives of patients with serious and rare diseases. Our first commercial product, ARIKAYCE, is approved in the US as ARIKAYCE®(amikacin liposome inhalation suspension), in Europe as ARIKAYCE Liposomal 590 mg Nebuliser Dispersion and in Japan as ARIKAYCE inhalation 590mg (amikacin sulfate inhalation drug product). ARIKAYCE received accelerated approval in the We also have a robust pipeline which includes the following clinical-stage product candidates: Clinical Stage Early Stage These strategic advancements were made despite the operational challenges presented by COVID-19. Our named executive officers prioritized the health and safety of our employees while ensuring we could continue to progress our work and support our customers and patients. Where possible, employees were provided the ability to work virtually. Our workplaces and laboratory facilities were evaluated and maintained for social distancing and sanitation on a daily basis in line with state and Centers for Disease Control and Prevention guidelines. Compensation Philosophy and Principles We operate in a competitive, rapidly changing and Alignment with Shareholder Interests. A significant portion of our named executive Use of A substantial portion of our named executive CEO TARGET DIRECT COMPENSATION OTHER NEO TARGET DIRECT COMPENSATION (AVERAGE)1 Pay for Performance. We reward the named executive officers for attaining established Pay Our executive compensation program is designed to allow the Company to attract and retain individuals whose skills are critical to the current and long-term success of the Company. Because competition for top talent is intense in our industry, retention is a key objective of 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 At our Corporate Governance Perspectives on our Executive Compensation Program We believe In addition, the Compensation Committee annually reviews a compensation risk assessment conducted by 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 individual elements of total compensation for Mr. Lewis for approval. The independent Board members review this recommendation and determine the compensation for Mr. Lewis. As discussed in further detail below, in assessing executive compensation, our Compensation Committee engages an outside independent compensation consultant to assess the competitiveness of our programs and periodically conducts a peer group review. Role of Management. The Compensation Committee, in making executive compensation decisions, may solicit input from management as appropriate with respect to individual and Company performance and results. The Compensation Committee receives recommendations and evaluations from the President and CEO with respect to the compensation and performance of our named executive officers Role of the Compensation Consultant. The Compensation Committee is authorized to select and retain its own independent compensation consultant and has routinely sought the advice of an independent compensation consultant regarding our executive compensation practices. During Compensation Evaluation Processes and Criteria. Given the high demand for the experienced and well-qualified executives we seek to employ, the Compensation Committee reviews data and information from a variety of sources such as outside surveys of compensation and benefits for executive officers in the biotechnology industry, as well as public information regarding executive compensation at peer biotechnology companies. The Compensation Committee also draws upon the personal knowledge of its members with respect to executive compensation at comparable companies. In determining the amount and composition of compensation elements (cash and non-cash elements and short- and long-term elements) for Consideration of these factors is subjective. No relative weights or rankings are assigned to them except as otherwise discussed in this CD&A. For the President and experience, prior compensation levels, and our general performance objectives, as well as the compensation practices of peer companies and the markets in which we compete for executive talent. The Board then must approve the President and Selection of Peer Companies and The Compensation Committee, with the support of its independent compensation consultant, conducts an annual review of the peer group used for benchmarking compensation levels. The peer group used to inform 2021 compensation was approved by the Compensation Committee The number of employees at the companies in our The Compensation Committee concluded that WTW provided comparative data regarding base salaries, short-term cash In summary, the compensation paid to our executive officers in Base Salary Annual Cash Incentives Long-term Equity Incentives Motivate and reward executive officers for long-term corporate performance. Align the interests of management and shareholders, thereby enhancing shareholder value. Attract, motivate, and retain talented employees. Health, Welfare and Retirement Programs Severance and Change in Control Benefits The components of our compensation program and compensation decisions for Base 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 and (ii) reflect individual performance contributions. Our Compensation Committee reviews variances between the salary levels for each of our executive officers and the executive officers of the companies included in our peer group and determines, in its discretion, individual salary adjustments after considering the factors described above, although no relative weights or rankings are assigned to these factors. In setting the base salary for our named executive officers other than our President and CEO, the Compensation Committee also considers the recommendations of our President and CEO. William H. Lewis Roger Adsett John Goll Christine Pellizzari S. Nicole Schaeffer Paolo Tombesi Annual Cash 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. Target cash incentive award percentages were increased in January 2021 for Mr. Lewis and Mr. Adsett, as shown in the table below. These increases were market-based. There were no other changes to the target cash incentive award percentages that were set in William H. Lewis Roger Adsett John Goll Christine Pellizzari S. Nicole Schaeffer Paolo Tombesi For overall performance of the Company, the Compensation Committee believed it was appropriate and in the best interests of our shareholders to continue to have Mr. Payouts for corporate goals were based upon the product of each named executive Corporate Goals At the beginning of each year, management recommends annual corporate objectives to the Compensation Committee for approval. These objectives serve as the basis for determining our performance against key strategic and operating parameters for the year. The Compensation Committee (and the Board, with respect to our President and CEO) approved the following corporate objectives and weightings for Advance Total Each objective had at least two goals associated with it, such as net revenue, While the specific goals are not disclosed for each objective given their potential commercial sensitivity, the following achievements in Advance Achieved top end of the target net revenue goal Achieved approximate US level list prices and Achieved ARIKAYCE approval from Japan’s MHLW for the treatment of patients with MAC lung disease who did not sufficiently respond to Advance Pipeline Advanced Advanced the Phase 3 trial (the ASPEN trial), a global, randomized, double-blind, placebo-controlled Phase 3 study to assess the efficacy, safety, and Announced topline results from the Phase 1 study of TPIP in healthy volunteers. Data from the study supported continued development into Phase 2 with once-daily dosing. Advanced the development of TPIP in both PAH and PH-ILD Advanced multiple opportunities through diligence and completed acquisitions of Deimmunized by Design, a proprietary protein deimmunization platform, Motus Biosciences, Inc. and AlgaeneX, Inc. Improve Corporate Operations Stayed within Completed manufacturing of registrational batches with Patheon and Enhanced corporate Ranked as the top company to work for in the biopharma industry in Science’s 2021 Top Employers Survey and certified in the United States by Great Place To Work 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 CORPORATE WEIGHTING (% OF ACTUAL ACTUAL % OF EARNED 45% 115% 52% Advance pipeline 45% 125% 56% 10% 125% 13% Total 100% 121% Advance ARIKAYCE franchise Advance future pipeline Improve corporate operations Total 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 believed they were challenging but attainable, and attainment was uncertain. The individual goals for each named executive officer, other than Mr. Lewis, for NAMED EXECUTIVE INDIVIDUAL GOALS Sara Bonstein Continue to ensure accurate and timely production of financial statements and reporting thresholds are met Advance the Company’s procurement process, educate the organization on financial planning and analysis, and enhance the Company’s tax capabilities Access capital as needed and evaluate continuously the optimal balance sheet and cash reserves to support the Company’s programs Bring understanding in the marketplace to our investors so that our objectives are understood and properly expressed Roger Adsett Achieve target Continue to advance enrollment of ASPEN study within internal timelines Ensure sufficient global production of ARIKAYCE and candidate products Advance business development activities and evaluate candidates for addition to the Company’s pipeline Enhance transparency of operational communication across the organization Martina Flammer, M.D. Ensure clinical trials enroll and advance with quality in a timely fashion Ensure correct leadership is in place as the Company explores additional clinical trials for existing and potentially new programs Ensure Medical Affairs support for ARIKAYCE launch in Japan and potential frontline launch in the US Ensure Regulatory Affairs is adequately managed and resourced ahead of potential New Drug Application filings for brensocatib and ARIKAYCE Ensure pharmacovigilance and drug safety are supported internationally Augment the organization to have the ability to expand program capacity S. Nicole Schaeffer Provide HR support for international expansion via hiring and leadership development Focus HR attention to Support Define the post-COVID-19 workspace within the Company’s physical offices Continue to enhance communication internally Christine Pellizzari Ensure legal support Ensure timely and accurate Ensure adequate resourcing for international operations through potential launch and Enhance visibility of With input from Mr. Lewis, the Compensation Committee made a qualitative determination following the end of the year as to the level of achievement by each of our named executive officers other than our President and CEO with regard to his or her respective individual performance objectives. Based upon our achievement of the corporate goals summarized above, as well as the achievement of individual goals set by the Compensation Committee, our named executive officers earned the following cash incentive awards for NAME BASE TARGET CORPORATE GOALS INDIVIDUAL GOALS CORPORATE GOALS INDIVIDUAL GOALS 2021 CASH BONUS William H. Lewis $710,000 70% 100% — 121% — $601,400 $460,320 40% 75% 25% 121% 130% $227,000 $529,730 50% 75% 25% 121% 130% $326,500 Martina Flammer, M.D. $517,500 40% 75% 25% 121% 130% $255,200 $432,610 40% 75% 25% 121% 130% $213,300 Christine Pellizzari1 $490,430 40% 75% 25% — — — William H. Lewis Roger Adsett(1) John Goll(2) Christine Pellizzari S. Nicole Schaeffer Paolo Tombesi(3) Long-term Equity Incentives One of the guiding principles of our executive compensation program is pay for performance, and we believe that a significant portion of our In determining the equity compensation awards to grant to our named executive officers in NAME DATE OF GRANT 1/7/2021 5/12/2021 109,440 137,280 22,039 28,344 1/7/2021 5/12/2021 45,600 68,640 9,183 14,172 1/7/2021 5/12/2021 54,720 68,640 11,019 14,172 1/7/2021 5/12/2021 54,720 68,640 11,019 14,172 1/7/2021 5/12/2021 36,480 45,760 7,346 9,448 1/7/2021 5/12/2021 45,600 57,200 9,183 11,810 Other Benefits We maintain several other benefit programs that are offered to all employees including executives on an equivalent basis, which include coverage for health insurance, dental insurance, life and disability insurance, and a 401(k) plan. With respect to our 401(k) plan, the Company will deposit a matching contribution of 100% of deferrals up to 4% of an Severance and Change in Control Benefits As discussed in further detail The Compensation Committee has reviewed and discussed the CD&A required by Item 402(b) of Regulation S-K with management and based on the review and discussions with management of the CD&A, the Compensation Committee recommended to the Board that the CD&A be included in this Proxy Statement and incorporated by reference in the The Compensation Committee Alfred F. Altomari, David R. Brennan Leo Lee Summary Compensation Table The following table sets forth information regarding compensation earned by the named executive officers in To improve readability, the following columns have been removed from the table as there is no reportable information with respect to these items: YEAR SALARY ($) BONUS ($) STOCK ($)1 OPTION AWARDS ($)2 NON-EQUITY INCENTIVE PLAN COMPENSATION ($)3 ALL OTHER COMPENSATION ($)4 TOTAL ($) William H. Lewis President and CEO 2021 2020 2019 $710,000 $659,720 $640,500 – – – $1,499,969 $1,249,986 $1,499,972 $4,499,673 $3,749,998 $4,499,965 $601,400 $514,600 $472,700 $11,600 $11,400 $61,957 $7,322,642 $6,185,704 $7,175,094 Sara Bonstein Chief Financial Officer 2021 2020 2019 $460,320 $386,615 – – $75,000 – $687,489 – – $2,062,368 $2,024,075 – $227,000 $224,700 – $14,900 $11,400 – $3,452,077 $2,721,791 – Roger Adsett Chief Operating Officer 2021 2020 2019 $529,730 $514,300 $475,741 – – – $749,968 $624,981 $1,124,990 $2,249,837 $1,875,065 $1,874,999 $326,500 $264,900 $237,900 $14,900 $14,700 $14,773 $3,870,935 $3,293,946 $3,728,403 Martina Flammer, M.D. Chief Medical Officer 2021 2020 2019 $517,500 $500,000 $20,833 – $150,000 – $749,968 $249,993 – $2,249,837 $2,749,964 – $255,200 $267,600 – $14,900 $16,813 $59,352 $3,787,405 $3,934,370 $80,185 S. Nicole Strategy Officer 2021 2020 2019 $432,610 $412,010 $400,010 – – – $499,978 $249,993 $424,993 $1,499,891 $750,026 $1,274,993 $213,300 $220,500 $196,900 $14,900 $14,700 $15,701 $2,660,679 $1,647,229 $2,312,598 Christine Legal Officer 2021 2020 2019 $254,646 $476,150 $449,200 – – – $624,990 $624,981 $749,971 $1,874,864 $1,875,065 $1,274,993 – $245,300 $224,200 $91,600 $11,400 $11,200 $2,846,100 $3,232,896 $2,709,564 William H. Lewis President and CEO Roger Adsett Chief Operating Officer John Goll Former Principal Financial Officer Christine Pellizzari Chief Legal Officer S. Nicole Schaeffer Chief People Strategy Officer Paolo Tombesi(6) Former Chief Financial Officer The following table sets forth certain information regarding the annual cash incentive awards and equity grants made to our named executive officers during the year ended December 31, William H. Lewis Roger Adsett John Goll Christine Pellizzari S. Nicole Schaeffer Paolo Tombesi. Narrative Disclosure to Summary Compensation Table and The employment agreements for our named executive officers generally provide for no fixed termination or other expiration dates. See Outstanding Equity Awards at The following table sets forth certain information regarding the equity awards held by each of our named executive officers as of December 31, William H. Lewis Roger Adsett John Goll Christine Pellizzari S. Nicole Schaeffer Paolo Tombesi Option Exercises and Stock Vested During The following table sets forth information with respect to stock options exercised and stock vested during the year ended December 31, William H. Lewis Roger Adsett John Goll Christine Pellizzari S. Nicole Schaeffer Paolo Tombesi NUMBER OF SHARES ACQUIRED ON EXERCISE (#) VALUE REALIZED ON EXERCISE ($) NUMBER OF SHARES ACQUIRED ON VESTING (#) VALUE REALIZED ON VESTING ($) Potential Payments Upon Termination Our named executive officers are entitled to payments and other benefits under their employment agreements in connection with their termination under certain circumstances. We believe that the existence of these potential benefits will discourage turnover and mitigate the influence of a potential change in control on an executive termination, and his accelerated vesting would be limited to full vesting of all time-based equity awards granted at least one year prior to his termination date. Should Mr. For purposes of the employment agreements, the term For purposes of the employment agreements, the term For purposes of the employment agreements, the term To protect our business and goodwill, during the employment term and for a period of The severance benefits that executives may be entitled to receive under these agreements and other benefits that the executives are entitled to receive under other plans may constitute parachute payments that are subject to the The table below summarizes the hypothetical payments that could have been CASH SEVERANCE1 PRO-RATA BONUS2 VALUE OF ACCELERATED EQUITY3 William H. Lewis Roger Adsett John Goll Christine Pellizzari S. Nicole Schaeffer The following table summarizes the hypothetical payments that could have been CASH SEVERANCE1 PRO-RATA BONUS2 VALUE OF ACCELERATED EQUITY3 William H. Lewis Roger Adsett John Goll Christine Pellizzari S. Nicole Schaeffer The Compensation Committee is comprised entirely of independent directors, and none of our executive officers served on the Compensation Committee or on the board of any company that employed any member of our Compensation Committee or our Board during the year ended December 31, As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median annual total compensation of our employees and the annual total compensation of Mr. Lewis, our President and CEO. Registrants may identify the median employee once every three years unless there has been a change in their employee population or employee compensation arrangements that the registrant reasonably believes would result in a significant change in pay ratio disclosure. The pay ratio included in this section is calculated in a manner consistent with Item 402(u) of Regulation S-K. Based on this information, the ratio of the median of the annual total compensation of all employees (other than Mr. Lewis) to the annual total compensation of Mr. Lewis was 1 to To identify the median of the annual total compensation of all of our employees (other than Mr. Lewis), as well as to determine the annual total compensation of our median employee, we took the following steps: The Our Board determines the compensation of our non-employee directors based in part on recommendations made by the Compensation Committee. The Compensation Committee evaluates the form and amount of compensation for non-employee directors at least annually and recommends changes to our Board when appropriate. Our Board is currently compensated through a combination of cash retainers and equity awards in the form of RSUs. Our approach to Board compensation is intended to align our non-employee director compensation practices with the interests of our shareholders. For example, we have share ownership guidelines in place for our non-employee directors, with a target share ownership of three times the amount of each Fees Earned or Paid in Cash Our non-employee directors are paid quarterly retainer fees for their service on the Board. Our non-employee directors are not compensated for attending individual meetings of the Board on a per-meeting basis. During Committee, $10,000; and members of the Science and Technology Committee, $7,500. Grant of Restricted Stock Units On May 12, 2021 each non-employee director Other We reimburse all of our directors for expenses incurred in connection with their attendance at Board or committee meetings. We also provide director and officer insurance for all directors. The following table sets forth a summary of the compensation we paid to our non-employee directors in To improve readability, only the columns FEES EARNED OR PAID IN CASH ($) STOCK AWARDS ($)123 Alfred F. Altomari Elizabeth M. Anderson David R. Brennan Steinar J. Engelsen, M.D. Clarissa Desjardins, Ph.D.(5) Donald Hayden Leo Lee David W.J. McGirr Melvin Sharoky, M.D. Information Relative to Ratification of the Appointment of Independent Registered Public Accounting Firm The Audit Committee has appointed Ernst & Young as our independent registered public accounting firm for the year ending December 31, The principal function of Ernst & Young is to audit our consolidated financial statements and attest on the effectiveness of our internal control over financial reporting and, in connection with these audits, to review certain related filings submitted to the SEC and to conduct limited reviews of the consolidated financial statements included in each of our quarterly reports. The aggregate fees billed for each of the last two years for professional services rendered by Ernst & Young, as well as information relating to the Audit Vote Required for Approval of this Proposal Ratification of the appointment of Ernst & Young as the In the event that this proposal is not approved, the Audit Committee plans to consider the vote and the reasons therefore in future decisions on the selection of our independent registered public accounting firm. Even if the appointment is ratified, the Audit Committee may engage different independent auditors at any time during the year if it determines that such a change would be in our best interests and those of our shareholders. THE BOARD RECOMMENDS THAT YOU VOTE AMENDMENT NO. The 2019 Incentive Plan was approved by our shareholders at the 2019 Annual Meeting of Shareholders. If the Amendment is not approved, we will have remaining only Equity-based compensation is a vital part of our compensation program for our employees, including our named executive officers, and our non-employee directors. We believe equity-based compensation creates an ownership culture that rewards our executives for maximizing shareholder value over time and aligns the interests of our employees and directors with those of our shareholders. We have traditionally granted stock options to new hires in connection with their commencement of employment and stock options, as well as other forms of equity-based compensation, to key employees as part of their ongoing compensation packages. In 2018, we began granting RSUs to our employees. In 2022, we began granting PSUs to our executive officers and other key employees. We believe that providing these equity awards incentivizes employees, including management, to create The Board currently intends that the In addition, the 2019 Incentive Plan is also being amended to provide that the Compensation Committee may not accelerate the vesting or exercisability of Key Considerations for Requesting Additional Shares In determining the number of shares to be authorized under the 2019 Incentive Plan, as proposed to be amended, the Board considered the following principal factors: Awards under the 2019 Incentive Plan, as proposed to be amended, are discretionary and the administrator has not yet determined to whom future awards will be made and the terms and conditions of such awards. As a result, no information is provided concerning the benefits to be delivered under the plan to any individual or group of individuals. Information about awards granted to our named executive officers and directors during The following is a description of the material features of the 2019 Incentive Plan, as proposed to be amended. The following discussion is qualified in all respects by reference to the full text of (i) the plan and Amendment No. 1 thereto, attached as Purpose and Eligibility The purpose of the 2019 Incentive Plan is to advance the interests of the Company by aligning the individual interests of employees, officers, non-employee directors and other service providers, in each case who are selected to be participants, with the interests of Company shareholders, and by providing such individuals with an incentive to continue working toward and contributing to the success and progress of the Company. Employees of the Company and its affiliates, members of the Board, and other non-employee advisors or service providers are eligible to be considered for the grant of awards under the 2019 Incentive Plan. As of the Record Date, approximately Shares Subject to the 2019 Incentive Plan and to Awards If the Amendment is approved, the maximum number of shares of Common Stock authorized under the 2019 Incentive Plan is The number of shares of Common Stock available for issuance under the 2019 Incentive Plan will be increased to the extent that an award under the 2019 Incentive Plan (or any award under the 2017 Incentive Plan, the 2015 Incentive Plan or the 2013 Incentive Plan that is outstanding as of the effective date of the 2019 Incentive Plan) is canceled, terminates unearned, expires, is forfeited, or lapses for any reason, or such an award is settled in cash without the delivery of shares to a participant, such that any shares of Common Stock subject to any such award will again be available for the grant of an award pursuant to the 2019 Incentive Plan. Shares will not again be available for issuance under the plan if they are tendered in payment of an option exercise price or delivered or withheld to satisfy any tax withholding obligation. Additionally, shares covered by a stock-settled SAR that are not issued upon full settlement will also not again be available for issuance under the plan. The payment of dividend equivalents in cash in conjunction with any outstanding awards under the 2019 Incentive Plan will not be counted against the shares available for issuance under the 2019 Incentive Plan. Any shares of Common Stock with respect to awards issued under the 2019 Incentive Plan (or an award issued under the 2017 Incentive Plan, the 2015 Incentive Plan or the 2013 Incentive Plan) that again become available for future grants will be added back to the share pool (i) as one share for each share of Common Stock subject to a stock option or SAR, and (ii) as 1.25 shares for each share of Common Stock subject to a full value award, provided, that awards issued under the 2017 Incentive Plan, the 2015 Incentive Plan or the 2013 Incentive Plan will be considered full-value awards if they would have been full-value awards if issued under the 2019 Incentive Plan and added back to the share pool as one share in all other cases. If the Amendment is approved, the aggregate number of shares of Common Stock that may be issued pursuant to the exercise of incentive stock options Awards granted or shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, by a company acquired by the Company or with which the Company combines will not reduce the shares authorized for issuance under the 2019 Incentive Plan. In addition, in the event that a company acquired by the Company, or with which the Company combines, has shares available under a shareholder-approved, pre-existing equity compensation plan, not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to such pre-existing plan (as adjusted in connection with such acquisition or combination) may be used for awards under the 2019 Incentive Plan and will not reduce the shares authorized for issuance under the 2019 Incentive Plan, provided that the awards using such available shares will not be made after the last day awards could have been made under the terms of the pre-existing plan absent the acquisition or combination and will not be granted to individuals who were employed by the Company or its subsidiaries at the time the acquisition or combination was consummated. Administration The 2019 Incentive Plan is administered by the Compensation Committee, or, in the absence of the Compensation Committee, the Board itself. Any power of the administrator may also be exercised by the Board. To the extent that any permitted action taken by the Board conflicts with action taken by the administrator, the Board action will control. The Compensation Committee may by resolution authorize one or more officers of the Company to perform any or all things that the administrator is authorized and empowered to do or perform under the 2019 Incentive Plan; provided, however, that such authorization must specify the total number of awards (if any) such officer or officers may award pursuant to such delegated authority, and provided further that in no event may an officer of the Company be delegated the authority to grant awards to, or amend awards held by, the individuals who are subject to Section 16 of the Exchange Act or report directly to such officer. Additionally, no such officer may grant any awards to himself or herself. The administrator may also delegate any or all aspects of the day-to-day administration of the 2019 Incentive Plan to one or more officers or employees of the Company or any subsidiary, and/or to one or more agents. Subject to the provisions of the 2019 Incentive Plan, the administrator has the authority to select the participants to receive awards and to grant such awards and to determine the terms and conditions of awards and the number of shares to be issued pursuant thereto, including conditioning the receipt or vesting of awards upon achievement of performance conditions. All decisions, determinations and interpretations by the administrator are final and binding on all participants and all other persons holding or claiming rights under the plan or any award granted thereunder. Awards The 2019 Incentive Plan authorizes the grant of awards of stock options, SARs, restricted stock and RSUs. Any award may be subject to performance conditions as determined by the administrator. The terms of awards will be determined by the administrator and set forth in an award agreement. The terms of any awards may vary among participants. Subject to the provisions of the 2019 Incentive Plan, the administrator will specify before, at or after the time of grant the provisions governing the effects upon an award of a separation from service or other termination of service. Unless otherwise provided in an award agreement or another agreement, including an employment agreement, unvested awards will be forfeited immediately if a participant terminates his or her employment with the Company for any reason. Participants will not have any rights as a shareholder with respect to shares covered by an award until the date the participant becomes the holder of record of such shares. Awards granted under the plan are subject to a minimum vesting period of one year, except in the case of substitute awards issued in connection with acquisitions or awards that vest in connection with certain acceleration events. Additionally, the administrator has the authority to grant awards covering up to 5% of the Stock Options.Stock options granted under the 2019 Incentive Plan may be either non-qualified stock options or ISOs under Section 422 of the Code. The exercise price of any stock option granted, other than substitute awards, may not be less than 100% of the fair market value of a share of our Common Stock on the date of grant (provided that the exercise price of an ISO granted to a participant who owns stock possessing more than 10 percent of the combined voting power of all classes of the Other than in connection with a change in the As of the Record Date, the fair market value of a share of our Common Stock, determined by the last reported sale price per share on that date as quoted on the Nasdaq Global Select Market, was Restricted Stock and Restricted Stock Units.The grant, issuance, retention, vesting and/or settlement of any restricted stock or RSU award will occur at such time and be subject to such terms and conditions as determined by the administrator or under conditions established by the administrator, which may include conditions based on continued employment, passage of time, attainment of age and/or service requirements, and/or satisfaction of performance conditions. Participants who receive restricted stock will be entitled to receive all dividends and other distributions paid with respect to those shares unless determined otherwise by the administrator. The administrator will determine whether such dividends or distributions will be automatically reinvested in additional restricted stock and/or subject to the same restrictions as the underlying restricted stock, or whether such dividends or distributions will be paid in cash. Unless otherwise set forth in the award agreement, prior to the time shares are issued to a participant under an RSU, the Company will pay or accrue dividend equivalents on each date that dividends are paid, and such dividend equivalents will be paid at the time specified in the award agreement. As described above, no dividends or dividend equivalents may be paid with respect to an award of restricted stock or RSUs prior to the vesting of the portion of the award to which such dividends or dividend equivalents relate. Unless otherwise determined by the administrator, participants holding shares of restricted stock may exercise full voting rights with respect to those shares during the period of restriction. Participants holding RSUs will not have voting rights with respect to the underlying shares until they become the holder of record of the underlying shares. Stock Appreciation Rights.A SAR entitles the participant, upon settlement, to receive a payment based on the excess of the aggregate market price of a specified number of shares of Common Stock at the time of the exercise over the exercise price of the right. SARs may be granted on a stand-alone basis or in tandem with a related stock option. The exercise price may not be less than the fair market value of a share of our Common Stock on the date of grant. A SAR granted in tandem with a stock option will have an exercise price equal to the exercise price of the stock option to which it relates. The administrator will determine the vesting requirements and the payment and other terms of a SAR, including the effect of termination of service of a participant. Vesting may be based on continued employment, passage of time, attainment of age and/or service requirements, and/or satisfaction of performance conditions. Other than in connection with a change in the Adjustment and Change in Control The number and kind of shares of Common Stock available for issuance (including under any awards then outstanding), and the number and kind of shares of Common Stock subject to the limits set forth in the 2019 Incentive Plan, will be equitably adjusted by the administrator to reflect any reorganization, reclassification, combination of shares, stock split, reverse stock split, spin-off, dividend or distribution of securities, property or cash (other than regular, quarterly cash dividends), or any other event or transaction that affects the number or kind of shares of Common Stock outstanding. Such adjustment may be designed to comply with Section 424 of the Code or may be designed to treat the shares available under the 2019 Incentive Plan and subject to awards as if they were all outstanding on the record date for such event or transaction or to increase the number of such shares to reflect a deemed reinvestment in shares of the amount distributed to the the appropriate and equitable adjustment to be effected, which adjustments need not be uniform between different awards or different types of awards. In addition, in the event of such change, the administrator may accelerate the time or times at which any award may be exercised, consistent with and as otherwise permitted under Section 409A of the Code, and may provide for cancellation of such accelerated awards that are not exercised within a time prescribed by the administrator in its sole discretion. Unless otherwise expressly provided for in an award agreement or another agreement, including an employment agreement, in the event of a change in control, unless provision is made in connection with the change in control for (i) assumption of awards previously granted or (ii) substitution for such awards, (A) the administrator will make an adjustment to any or all awards as the administrator deems appropriate to reflect such change in control or (B) (1) in the case of an option or SAR, the participant will have the ability to exercise such option or SAR, including any portion of the option or SAR not previously exercisable, and the unexercised portion of such option or SAR will be cancelled upon on the consummation of the change in control; (2) in the case of an award subject to performance conditions, the participant will have the right to receive a payment based on performance through a date determined by the administrator prior to the change in control (unless such performance cannot be determined, in which case the participant will have the right to receive a payment equal to the target amount payable); and (3) in the case of outstanding restricted stock and/or RSUs not subject to performance conditions, all conditions to the grant, issuance, retention, vesting or transferability of, or any other restrictions applicable to, such award will immediately lapse. Unless otherwise expressly provided for in an award agreement or another agreement, including an employment agreement, or under the terms of a transaction constituting a change in control, the following will occur upon a Transferability No award may be sold, transferred for value, pledged, assigned, or otherwise alienated or hypothecated by a participant other than by will or the laws of descent and distribution; provided, however, that a participant may, with the prior approval of the Company’s Chief Legal Officer or Chief Financial Officer or one of their designees (provided that no such person may approve a transfer by such person), transfer an award, other than an ISO, for no consideration, to a family member (as defined in the General Instructions to Form S-8 under the Securities Act of 1933), in each case, with respect to whom such award or the exercise thereof (as applicable) is covered by an effective registration statement under the Securities Act of 1933 (collectively, the “Permitted Transferees”). Any award transferred to a Permitted Transferee shall be further transferable only by will or the laws of descent and distribution Duration of the 2019 Incentive Plan Awards may not be granted under the 2019 Incentive Plan after the tenth anniversary of the adoption by the Board of the 2019 Incentive Plan. Notwithstanding the foregoing, the 2019 Incentive Plan may be terminated at such earlier time as the Board may determine. Termination of the 2019 Incentive Plan will not affect the rights and obligations of the participants and the Company arising under awards granted prior to such termination. Amendment and Termination Subject to limitations imposed by law, the Board may amend or terminate the 2019 Incentive Plan at any time and the administrator may amend or alter any agreement or other document evidencing an award made under the 2019 Incentive Plan. However, no such amendment may deprive the recipient of an award previously granted under the 2019 Incentive Plan of any rights thereunder without his or her consent, unless the administrator determines that the amendment (i) is required or advisable to satisfy any law or regulation or avoid adverse financial accounting consequences, or (ii) is not reasonably likely to significantly diminish the benefits provided under the award, or that any diminishment has been adequately compensated. Notwithstanding the foregoing, no such amendment shall, without the approval of the shareholders of the Company: Recoupment Policy The administrator has the authority to cause a participant or an award under the plan to be subject to the The following discussion summarizes the material U.S. federal income tax consequences to the Company and the participants in connection with the 2019 Incentive Plan under existing applicable provisions of the Code and the accompanying regulations. The discussion is general in nature and does not address issues relating to the income tax circumstances of any individual participant. The discussion is based on federal income tax laws in effect on the date of this Proxy Statement and is, therefore, subject to possible future changes in the law. The discussion does not address the consequences of state, local or foreign tax laws. Nonqualified Options An employee will not recognize any income upon receipt of a nonqualified stock option, and the Company will not be entitled to a deduction for federal income tax purposes at the time of grant. Ordinary income will be realized by the holder at the time the nonqualified stock option is exercised and the shares are transferred to the employee. The amount of such taxable income, in the case of a nonqualified stock option, will be the excess, if any, of the fair market value of the shares on the date of exercise over the exercise price. The Company will generally be entitled to a tax deduction in an amount equal to the ordinary income that an employee recognizes upon exercise. Incentive Stock Options An employee who receives an ISO will not recognize any income for federal income tax purposes upon receipt of the ISO, and the Company will not realize a deduction for federal income tax purposes. The holder generally will not be taxed upon exercise, but the excess, if any, of the fair market value of the stock on the date of exercise over the option exercise price may subject the holder to the alternative minimum tax. If the holder does not dispose of the ISO shares within two years from the date the option was granted or within one year after the shares were transferred to him on exercise of the option, then that portion of the gain on the sale of the shares that is equal to the difference between the sales price and the option exercise price will be treated as a long-term capital gain. The Company will not be entitled to a deduction either at the time the employee exercises the ISO or subsequently sells the ISO shares. However, if the employee sells the ISO shares within two years after the date the ISO is granted or within one year after the date the ISO is exercised, then the sale is considered a disqualifying sale, and the spread on exercise will be taxed as ordinary income. The balance of the gain will be treated as long- or short-term capital gain depending on the length of time the employee held the stock. If the shares decline in value after the date of exercise, the compensation income will be limited to the difference between the sale price and the amount paid for the shares. The tax will be imposed in the year the disqualifying sale is made. The Company will be entitled to a deduction equal to the ordinary income recognized by the employee. With respect to both nonqualified stock options and ISOs, special rules apply if an employee uses shares already held by the employee to pay the exercise price or if the shares received upon exercise of the option are subject to a substantial risk of forfeiture by the employee. Restricted Stock Employees receiving restricted stock will not recognize any income upon receipt of the restricted stock. Ordinary income will be realized by the holder at the time that the restrictions on transfer are removed or expire. The amount of ordinary income will be equal to the fair market value of the shares on the date that the restrictions on transfer are removed or expire. The Company will be entitled to a deduction at the same time and in the same amount as the ordinary income the employee is deemed to have realized. However, no later than 30 days after an employee receives the restricted stock, the employee may elect to recognize taxable ordinary income in an amount equal to the fair market value of the shares at the time of receipt. Provided that the election is made in a timely manner, when the restrictions on the shares lapse, the employee will not recognize any additional income. If the employee forfeits the shares to the Company, the employee may not claim a deduction with respect to the income recognized as a result of the election. Generally, when an employee disposes of shares acquired under the 2019 Incentive Plan, the difference between the sales price and his or her basis in such shares will be treated as long- or short-term capital gain or loss depending upon the holding period for the shares. Restricted Stock Units Employees who are granted RSUs do not recognize income at the time of the grant. When the award vests or is paid, participants recognize ordinary income in an amount equal to the fair market value of the units at such time, and the Company will receive a corresponding tax deduction. Stock Appreciation Rights Upon exercise of a SAR, an employee will recognize taxable income in the amount of the cash received. An employee who receives unrestricted shares upon exercise of a SAR will recognize ordinary income in the year of exercise equal to the fair market value of the shares received. In either such case, the Company will be entitled to an income tax deduction in the amount of such income recognized by the employee. Potential Limitation on Deductions Section 162(m) of the Code places a limit of $1,000,000 on the amount the Company may deduct in any one year for compensation paid to each of the Federal Income Tax Consequences to the Company To the extent that a recipient recognizes ordinary income in the circumstances described above, the Company will be entitled to a corresponding deduction provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an Tax Withholding To the extent required by applicable federal, state, local or foreign law or practice, a participant will be required to satisfy, in a manner satisfactory to the Company, any withholding tax obligations that arise by reason of the award. Section 409A Section 409A of the Code applies to any awards under the 2019 Incentive Plan that are deemed to be deferred compensation. If the requirements of Section 409A of the Code are not met, the recipient may be required to include deferred compensation in taxable income, and additional taxes and interest may be assessed on such amounts. If any awards are subject to Section 409A of the Code, we intend to have the awards comply with Section 409A of the Code. Equity Compensation Plan Information In The 2019 Incentive Plan was adopted by the Board and approved by our shareholders on May 16, 2019. Under the terms of the 2019 Incentive Plan, we are authorized to grant a variety of incentive awards based on our Common Stock, including stock options (both incentive stock options and non-qualified stock options), performance options/shares and other stock awards, such as RSUs. The following table presents information as of December 31, Equity Compensation Plans Approved by Shareholders: 2019 Incentive Plan(1) 2017 Incentive Plan(2) 2015 Incentive Plan(3) 2013 Stock Incentive Plan(4) 2000 Stock Incentive Plan(5) Equity Compensation Plans Not Approved by Shareholders: Individual Compensation Arrangements(6) Total Equity Compensation Plans Approved by Shareholders: Individual Compensation Arrangements7 Vote Required for Approval of this Proposal Approval of the Amendment requires the affirmative vote of a majority of the votes cast on this proposal at the Annual Meeting. Abstentions and broker non-votes will not have an effect on the outcome of this proposal. THE BOARD RECOMMENDS THAT YOU VOTE Shareholder proposals intended for inclusion in our proxy statement for the Under our Bylaws, any shareholder (as defined in our Bylaws) who wishes to present other business or nominate a director candidate at the We will provide without charge to each person to whom this Proxy Statement has been made available on the written request of such person, a printed copy of our Annual Report on Form 10-K for the year ended December 31, Institutions that hold shares in street name for two or more beneficial owners with the same address are permitted to deliver a single set of proxy materials to that address. Only one set of proxy materials will be delivered to such address unless they receive contrary directions from one or more of such beneficial owners. Any such beneficial owner can request a separate copy of these proxy materials by contacting our Corporate Secretary as described above, and we will promptly provide a separate copy. If you are the beneficial owner, but not the record holder, of the WHEREAS, Insmed Incorporated (the WHEREAS, Section 18 of the Plan reserves to the Board of Directors of the Company (the WHEREAS, the Board desires to amend the Plan in the manner hereinafter provided, subject to approval by the NOW, THEREFORE, the Plan is amended as follows, effective as of the date of approval by the IN WITNESS WHEREOF, the undersigned officer hereby certifies that the foregoing amendment to the Plan was duly adopted by the Board. INSMED INCORPORATED By: Name: Michael Smith Title: General Counsel, Senior Vice President (6)Includes 384,010 shares of our Common Stock that are subject to stock options that are currently exercisable or exercisable within 60 days of the Record Date and 3,665 RSUs that will vest within 60 days of the Record Date.(7)Includes 3,508,205 shares of our Common Stock that are subject to stock options that are currently exercisable or exercisable within 60 days of the Record Date and 79,986 RSUs that will vest within 60 days of the Record Date..PROPOSAL NO. 2
ADVISORY VOTE ON THE 20192021 COMPENSATION OF OUR20192021 Compensation of our Named Executive Officers"Compensation“Compensation Discussion and Analysis"Analysis” 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:Company'sCompany’s named executive officers, disclosed pursuant to Item 402 of Regulation S-K in the Company'sCompany’s Proxy Statement.Statement for the 2022 Annual Meeting.•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.● 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. "Compensation“Compensation Discussion and Analysis"Analysis” section starting on page 3242 of this Proxy Statement for a detailed discussion about our executive compensation programs, including information about the 20192021 compensation of our named executive officers.20192021 compensation of our named executive officers, we will consider our shareholders'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."FOR"“FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE 20192021 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.41 INSMED PROXY STATEMENT
COMPENSATION DISCUSSION AND ANALYSISCD&A)“CD&A”) explains our compensation philosophy, policies and decisions for 20192021 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.Roger Adsett, Chief Operating Officer, responsible for oversight of overall business operations, including marketing, sales and commercial activities, technical operations and supply chain activities.3.John Goll, Chief Accounting Officer, served as our principal financial officer from July 2019 to January 2020.4.Christine Pellizzari, Chief Legal Officer, responsible for oversight of all corporate and litigation-related legal matters, government affairs and for providing ongoing legal support with respect to regulatory strategy, financing opportunities, business development initiatives, and intellectual property matters.5.S. Nicole Schaeffer, Chief People Strategy Officer, responsible for all aspects of human resources and corporate services inclusive of organizational and leadership development, total compensation and employee communications, facilities, environmental health and safety, and information technology.6.Paolo Tombesi, former Chief Financial Officer, stepped down as our Chief Financial Officer and his employment with the Company ended on June 2, 2019.1. William H. Lewis, President and Chief Executive Officer, responsible for developing, in participation with the Board, our corporate mission and objectives and providing direction and leadership to ensure the execution of our corporate strategy and achievement of our objectives. Mr. Lewis was appointed as our Chair in November 2018. 2. Sara Bonstein, Chief Financial Officer, responsible for managing all financial activities, including internal and external reporting, financial planning and analysis, treasury, accounting, tax, global compliance and investor relations. 3. Roger Adsett, Chief Operating Officer, responsible for oversight of overall business operations, including global marketing, sales and commercial activities, business development, program management, technical operations and supply chain activities. 4. Martina Flammer, M.D., Chief Medical Officer, responsible for leading global clinical development, clinical operations, regulatory affairs, drug safety and pharmacovigilance, and medical affairs. 5. S. Nicole Schaeffer, Chief People Strategy Officer, responsible for all aspects of human resources and corporate services inclusive of organizational and leadership development, total compensation, employee communications, facilities, environmental health and safety, and information technology. 6. Christine Pellizzari, former Chief Legal Officer, retired as our Chief Legal Officer and her employment with the Company ended on July 7, 2021. 20192021 Business and Strategic AchievementsUnited States (US)US in September 2018 for the 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 definedsetting. In October 2020, the European Commission (“EC”) approved ARIKAYCE for the treatment of nontuberculous mycobacterial (“NTM”) lung infections caused by patientsMAC in adults with limited treatment options who do not achieve negative sputum cultures after a minimumhave cystic fibrosis (“CF”). In March 2021, Japan’s Ministry of six consecutive monthsHealth, Labour and Welfare (“MHLW”) approved ARIKAYCE for the treatment of patients with NTM lung disease caused by MAC who did not sufficiently respond to prior treatment with a multidrug background regimen therapy. Nontuberculous mycobacterial (NTM)regimen. NTM lung disease caused by MAC (which we refer to as MAC lung disease) is a rare and often chronic infection that can cause irreversible lung damage and can be fatal.42 INSMED PROXY STATEMENT In 2019,2021, our named executive officers played critical roles in the furtherance of our mission. We successfully completed our first year ofcontinued to focus on the execution and successful US commercialization and observed strong performance in the US launch of ARIKAYCE. In July 2019, we filed a marketing authorization application (MAA) withWe also continued to advance the European Medicines Agency (EMA) forpost-marketing confirmatory frontline clinical trial program of ARIKAYCE for the treatment ofin patients with persistent MACNTM lung infection, and the filing was subsequently validated. In 2019, we also advanced our Japanese new drug application (JNDA), resultingdisease caused by MAC. The ARISE trial, an interventional study of ARIKAYCE designed to validate a patient-reported outcome (“PRO”) tool in the submission of the JNDA to Japan's Ministry of Health, Labour and Welfare (MHLW) in March 2020 for ARIKAYCE for the treatment of patients with MAC lung disease, who do not respond sufficientlyis currently enrolling patients, and is expected to prior treatment.enroll approximately 100 patients. The ENCORE trial is designed to establish the clinical benefits and evaluate the safety of ARIKAYCE in patients with newly diagnosed MAC lung disease using the PRO tool validated in the ARISE trial. The ENCORE study is currently enrolling patients, and is expected to enroll approximately 250 patients.TableIn 2021, the Company also continued its efforts to advance ARIKAYCE globally. We launched ARIKAYCE in Japan in July of Contents2021, and early launch progress has been strong, with several positive trends. In Europe, ARIKAYCE has now been launched in Germany, the Netherlands, Wales, and Scotland.PIPELINE STAGE PRODUCT
CANDIDATEPOTENTIAL RARE DISEASE AREA(S) Pipeline StageProduct CandidatePotential Rare Disease Area(s)INS1007brensocatib Therapeutic potential in non cystic fibrosis (non-CF) bronchiectasis and other inflammatoryneutrophil-mediated diseases Clinical Stage Pre-Clinical StageINS1009TPIP Formulation that may offer a differentiated product profile for rare pulmonary disorders, includingpatients with pulmonary arterial hypertension (“PAH”) and pulmonary hypertension associated with interstitial lung disease (“PH-ILD”) Various pre-clinicalpreclinical compoundsOpportunities related to multiple rare diseases of unmet medical need including gram positive pulmonary infections in cystic fibrosis (CF), NTM lung disease and refractory localized infections involving biofilm To complement our internal research and development,Throughout 2021, we actively evaluate in-licensing and acquisition opportunities for a broad range of rare diseases. In May 2019, we completed enrollment of patients incontinued to advance the WILLOWPhase 3 ASPEN study, a global, randomized, double-blind, placebo-controlled Phase 2 clinical study evaluatingtrial to assess the efficacy, safety, and pharmacokineticstolerability of INS1007 administered once daily for 24 weeksbrensocatib in adultspatients with non-CF bronchiectasis. The ASPEN study is currently enrolling patients and is expected to enroll approximately 1,620 patients (540 in each arm) at approximately 460 sites in 40 countries.In February 2020,2021, we announced positive top-linetopline results from the WILLOW study.Phase 1 study of TPIP in healthy volunteers. Data from the study demonstrated that TPIP was generally well tolerated, with a pharmacokinetic profile that supports continued development with once-daily dosing. We currently have three parallel Phase 2 studies ongoing: a Phase 2a study of the hemodynamic impact of TPIP in PAH patients over a 24-hour period; a Phase 2b study in PAH patients over a 16-week treatment period to evaluate the effect of TPIP on pulmonary vascular resistance and six-minute walk distance; and a Phase 2 study in patients with PH-ILD over a 16-week treatment period to assess safety and tolerability.Our translational medicine efforts are comprised of the Company’s preclinical programs, advanced through our internal R&D and augmented through business development activities. In March 2021, we acquired a proprietary protein deimmunization platform, called Deimmunized by Design, focused on the reengineering of therapeutic proteins to evade immune recognition and reaction. In August 2021, we acquired Motus Biosciences, Inc. and AlgaeneX, Inc., preclinical stage companies engaged in the research, development and manufacturing of gene therapies for rare genetic disorders.43 INSMED PROXY STATEMENT More broadly from a strategic and operational standpoint, in 20192021 we expanded our leadership team with talented executives in key financial, medical, commercial, sales, and clinical roles.heavily-regulatedheavily regulated industry. The long-term success of our business requires us to be resourceful, adaptable, and innovative, and the skills, talent, and dedication of our executive officers are critical components to this success. Therefore, our compensation program for our executive officers, including our named executive officers, is designed to attract, retain, and incentivize the best possible talent. The Company'sCompany’s compensation program for named executive officers is structured to implement the following guiding principles:officers'officers’ compensation is in the form of equity awards based on our belief that equity awards align management'smanagement’s interests with the creation of future shareholder value."At-Risk"“At-Risk” Compensation to Incentivize Executives.officers'officers’ compensation is based on "at“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. In 2019,2021, approximately 90% of our CEO'sCEO’s compensation was "at“at risk,"” and 82%85% of our other named executive officers'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.“at risk”, excluding Ms. Pellizzari.2019 CEO CompensationVariable Performance-Based vs.Guaranteed CEO Compensation for 2019
INSMED PROXY STATEMENT2019 Other NEO CompensationVariable Performance-Based vs.GuaranteedOther NEO Compensation for 2019
businessCompany 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 long-term success of the Company and the maximization of shareholder value. A significant portion of the named executive officers'officers’ compensation is based both on Company and individual performance, and theour executive 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 incentives 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 and have a value tied to share price appreciation. Beginning in 2022, we restructured our long-term incentive executive compensation program to include performance-based restricted stock units (“PSUs”) that will promote the achievement of key milestones that may only be achieved over a time period of longer than one year, and put at risk a portion of the long-term incentive compensation of our named executive officers if these milestones are not achieved.competitivelyCompetitively to attractAttract and retain skilled executive officers.Retain Skilled Executive Officers. Thetheour executive compensation program. The compensation program is designed toCompany'sCompany’s long-term success. We seek to achieve this objective by granting equity asin a combination of stock options and RSU awards.awards that vest based on continued service and, beginning in 2022, where appropriate, PSU awards that vest based on both achievement of key milestones and continued service.20192021 Annual Meeting of Shareholders, we held an advisory vote on the compensation of our named executive officers. Over 95%Approximately 97% of the shares voted were voted in favor of our say-on-pay proposal. Additionally, we have dialogued with certain of our investors about executive compensation matters. The Compensation Committee considered these voting results and discussions and believes they affirm the Company'sCompany’s compensation philosophy and the principles discussed above.45 INSMED PROXY STATEMENT 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 overall responsibility for executive compensation plans, policies and programs, althoughprogram reflect our independent Board members approve recommendations made by our Compensation Committee regarding the compensation of our President and 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;•Our 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 andcommitment to strong corporate multiplier ranges in 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 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;•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 Compensation Committee regularly meets in executive session without members of management present;•Our independent compensation consultant reports directly to the Compensation 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 seeks to balance short-term pay opportunities through annual cash incentives with long-term incentive opportunities through equity awards and employs both fixed compensation components (base salary) and variable compensation components (annual cash incentives and equity awards); 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 (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.● Our Compensation Committee has overall responsibility for executive compensation plans, policies and programs, although our independent Board members approve recommendations made by our Compensation Committee regarding the compensation of our President and CEO; ● Performance metrics that govern incentive compensation are established by our Compensation Committee at the start of each fiscal year and are reviewed by our Compensation Committee at the end of the year; ● Our executive compensation program, in the aggregate, rewards performance and aims to drive the Company’s strategic objectives; ● Payouts made pursuant to individual and corporate multiplier ranges are capped at a predetermined maximum amount, irrespective of performance that exceeds objectives; ● Our Compensation Committee has the ability to exercise its discretion to reduce or eliminate incentive compensation payouts; ● 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 RSUs having an aggregate value equal to at least three times his base salary within five years of the adoption of the guidelines or date of hire, whichever is later. As of the Record Date, Mr. Lewis satisfied these 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 RSUs having an aggregate value equal to his or her base salary within five years of the adoption of the guidelines or date of hire, whichever is later. As of the Record Date, Mr. Adsett, Ms. Bonstein, Dr. Flammer and Ms. Schaeffer satisfied these guidelines; ● Our Compensation Committee regularly meets in executive session without members of management present; ● Our independent compensation consultant reports directly to the Compensation Committee and meets regularly with the Compensation Committee without members of management present; ● The employment agreements for our named executive officers do not provide for tax “gross-ups” or payments on a change in control absent termination of the named executive officer’s employment; ● Our executive compensation program seeks to balance short-term pay opportunities through annual cash incentives with long-term incentive opportunities through equity awards and employs both fixed compensation components (base salary) and variable compensation components (annual cash incentives and equity awards); ● Our insider trading policy prohibits our employees, including officers and directors, from (i) engaging in hedging transactions (whether through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, exchange funds or otherwise) involving the Company’s securities and (ii) pledging the Company’s securities as collateral for loans of any type without the prior approval of the Chief Financial Officer or General Counsel. Executive officers seeking to pledge the Company’s securities as collateral must receive approval from the Compensation Committee. No such pledges were approved during 2021; and 46 INSMED PROXY STATEMENT ● Our recoupment policy allows our Board to recover incentive or equity-based compensation paid to an executive officer, including pursuant to the 2019 Incentive Plan, in the three-year period preceding any year in which we are required to restate our financial results filed with the SEC as a result of the executive officer’s intentional misconduct. management.management in partnership with WTW. The Compensation Committee does not believe that our executive compensation program is reasonably likely to have a material adverse effect on the Company based on our compensation philosophy and principles and the governance principles described above. from the President and CEO (aside from his own compensation and performance) and Company performance. The Compensation Committee considered management'sthe President and CEO’s assessment along with the input of its independent compensation consultant when making 20192021 compensation decisions.decisions for our named executive officers (other than our President and CEO).2019, FW Cook advised the Compensation Committee2021, WTW, in addition to attending meetings, provided support on its compensation risk assessment, and provided data and recommendations onmatters including long-term incentive design, executive officer compensation. In December 2019, Willis Towers Watson provided a comprehensive review of long-term incentive guidelines for all employee levels, an unvested equity analysis to assess the retention power of ourand director compensation, program for senior executives,investor engagement, anddata and recommendations on executive officer compensation. regulatory updates. The Compensation Committee evaluates the independence of its compensation consultant on an annual basis and has concluded that each of FW Cook, its former compensation consultant, and Willis Towers Watson its current compensation consultant, was independent during their respectiveits tenure in 2019.2021.47 INSMED PROXY STATEMENT our non-CEOeach named executive officers,officer other than the CEO, our Compensation Committee reviews the performance of each executive officer holistically. In setting compensation levels for our executivesuch officers for 2019,2021, our Compensation Committee considered many factors, including, but not limited to, the following factors:•our achievement of certain product development, financial, strategic planning and other goals;•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;•our long-term goals and strategies;•the experience of each executive officer;•past compensation levels of each executive officer and of the executives as a group;•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 selected peer group companies and other survey data, which are described in detail below.● our achievement of certain product development, financial, strategic planning and other goals; ● for each named executive officer other than the CEO, such officer’s individual performance against pre-established goals, as discussed in more detail below; ● the scope and strategic impact of each executive officer’s responsibilities; ● our past business performance; ● our long-term goals and strategies; ● the experience of each executive officer; ● past compensation levels of each executive officer and of the executives as a group; ● 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 selected peer group companies and other survey data, which are described below. CEO'sCEO’s compensation, the Compensation Committee reviews and evaluates the performance of the President and CEO and recommends to the independent Board members the individual elements of his total compensation, considering, among other things, individual performance,CEO'sCEO’s compensation. The President and CEO may not be present during voting or deliberations on his compensation.48 INSMED PROXY STATEMENT BenchmarkingBenchmarking.In November 2018,upon advice received from FW Cook, its former compensation consultant, selected the companies that comprised our 2019 peer group through a screening process that consideredin August 2020. In assessing potential peers, consideration is given to publicly traded biopharmaceutical companies that are similar to usthe Company in numberterms of employees, market capitalization, revenue, research and stage of product development. This review resulted in modificationsdevelopment expense, pipeline profile and headcount. The 2021 peer group reflects the following changes from our 20182020 peer group as describedgroup: (i) the removal of Aerie Pharmaceuticals, Inc., Array BioPharma Inc., Puma Biotechnology, Inc., Sage Therapeutics, Inc., and Spark Therapeutics, Inc., and (ii) the addition of the companies that are marked by an asterisk below. The table below depicts our 2021 peer group:Acadia Pharmaceuticals Inc. Halozyme Therapeutics, Inc. PTC Therapeutics, Inc.* Acceleron Pharma Inc. Heron Therapeutics, Inc. Sangamo Therapeutics, Inc. Agios Pharmaceuticals, Inc. Immunomedics, Inc. Sarepta Therapeutics, Inc. Amicus Therapeutics, Inc. Intercept Pharmaceuticals, Inc. Ultragenyx Pharmaceutical Inc. Clovis Oncology, Inc. Nektar Therapeutics* Corcept Therapeutics Incorporated Omeros Corporation* 20192021 peer group ranged from 59132 to 520,758, with a median of 255510 employees, and these companies had market capitalizations that ranged from approximately $1.39 billion$515 million to $8.60$8.62 billion, with a median of $2.89approximately $2.7 billion. Employee numbers were as of the most recently reported fiscal year-end prior to November 2018June 2020 and market capitalizations were the trailing twelve-month average as of July 25, 2018.June 1, 2020. The peer group was identified assuming a successful launch of ARIKAYCE in 2019, with an estimated 430435 Company employees, and an estimated market capitalization for the Company of approximately $3.00 billion. The table below depicts our 2019 peer group:$1.9 billion to $2.5 billion (reflecting spot and trailing twelve-month average references, respectively, as of June 1, 2020).ACADIA Pharmaceuticals Inc.Corcept Therapeutics IncorporatedSage TherapeuticsAcceleron Pharma Inc.Halozyme Therapeutics, Inc.Sangamo BioSciences, Inc.Aerie Pharmaceuticals, Inc.*Heron Therapeutics, Inc.Sarepta Therapeutics, Inc.Agios Pharmaceuticals, Inc.Immunomedics, Inc.*Spark Therapeutics, Inc.Amicus Therapeutics, Inc.Intercept Pharmaceuticals, Inc.Ultragenyx Pharmaceutical Inc.Array BioPharma Inc.Loxo Oncology, Inc.*Clovis Oncology, Inc.Puma Biotechnology, Inc.The 2019 peer group reflects the following changes from our 2018 peer group: (i) the removal of Keryx Biopharmaceuticals, Inc. and ZIOPHARM Oncology, Inc. and (ii) the addition of the companies above that are marked by an asterisk. these adjustmentsthis adjustment to the peer group werewas appropriate given changes in the number of employees, market capitalization, stage of development and merger-and-acquisition activity of 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 Cookcompensation,incentives, and long-term equity incentives and short-term incentives tofor relevant executive officersofficer roles at companies in the 20192021 peer group. Using this compensation data and relevant survey data, the Compensation Committee established benchmarks for the purpose of evaluating compensation ranges for base salary, annual cash incentive targets and long-term equity incentives for each of our named executive officers.49 INSMED PROXY STATEMENT 20192021 included the following components:COMPONENT PURPOSE OF COMPONENT ComponentPurpose of ComponentProvide our executive officers with a level of stability and certainty each year. Motivate and reward executive officers for short termshort-term corporate performance and, other than our President and CEO, individual performance. Provide market competitive benefits to protect employees'employees’ and their covered dependents'dependents’ health and welfare. Provide a program to foster retirement savings. Discourage turnover and mitigate the influence of a potential change in control on an executive officer'sofficer’s decision-making due to concerns regarding job security.50 INSMED PROXY STATEMENT 20192021 for each named executive officer are described in more detail below:SalarySalary. All of ourOur named executive officers received merit-based increases to their base salaries in January 2019, which adjustments are reflected2021, as shown in the table below. Ms. Schaeffer's adjustment also reflected a 3.4% adjustment to better align with salaries in our peer group. BASE SALARIES ANNUAL RATE ANNUAL RATE NAME APPROVED APPROVED % INCREASE IN 2020 IN 2021 William H. Lewis1 $659,720 $710,000 7.6% Sara Bonstein2 $420,000 $460,320 9.6% Roger Adsett $514,300 $529,730 3.0% Martina Flammer, M.D. $500,000 $517,500 3.5% S. Nicole Schaeffer3 $412,010 $432,610 5.0% Christine Pellizzari $476,150 $490,430 3.0% 1. The Compensation Committee approved a 7.6% merit-based increase for Mr. Lewis to reflect his performance and contributions in 2021. 2. The Compensation Committee approved a 6.1% increase as a market adjustment for Ms. Bonstein in 2021 to position her compensation closer to the market median, in addition to the 3.5% merit increase on her base salary. 3. The Compensation Committee approved a 1.5% increase as a market adjustment for Ms. Schaeffer in 2021, in addition to the 3.5% merit increase on her base salary. 51 INSMED PROXY STATEMENT Base Salaries Name Annual Rate Approved
in 2018 Annual Rate Approved
in 2019 % Increase $610,000 $640,500 5.0% $458,280 $472,030 3.0% $306,520 $316,480 3.2% $436,110 $449,200 3.0% $375,940 $400,010 6.4% $442,620 $455,900 3.0% The base salaries of Mr. Adsett and Mr. Goll were further adjusted in 2019 to reflect their respective promotions. Mr. 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. Adsett's base salary from 2018 to 2019 was 9.1%. Mr. Goll's base salary increased from $316,480 to $335,000, effective in 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%.IncentivesIncentives.For 2019, there2018.2020. TARGET CASH INCENTIVEAWARD OPPORTUNITY AS A PERCENTAGE OF BASE SALARY NAME 2020 2021 William H. Lewis 60% 70% Sara Bonstein 40% 40% Roger Adsett 40% 50% Martina Flammer, M.D. 40% 40% S. Nicole Schaeffer 40% 40% Christine Pellizzari 1 40% 40% Target Cash
Incentive Award
Opportunity as a
Percentage of Base
SalaryName 2018 2019 60% 60% 40% 40% 35% 35% 40% 40% 40% 40% 40% 40% 1. On July 7, 2021, Ms. Pellizzari retired as our Chief Legal Officer and her employment with the Company ended. She did not receive a cash bonus for 2021. 2019,2021, 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 20192021 cash incentive award payouts was important to incentivize our non-CEOeach named executive officers,officer other than the CEO, and to reflect their actual individual performance.performances. Given Mr. Lewis'sLewis’s substantial influence on and accountability for theLewis'sLewis’s cash incentive award be based solely upon the achievement of corporate objectives, and the Board concurred in this view.officer'sofficer’s respective target award and an overall corporate multiplier (ranging between 0% and 200%), which was determined based on Company performance during 2019.2021. For our non-CEOeach named executive officers,officer other than the CEO, payouts for individual objectives were based on the product of each named executive officer'sofficer’s respective target award times an individual multiplier (ranging between 25%0% and 150%175%), which was determined based on achievement of individual goals for 2019.2021.52 INSMED PROXY STATEMENT 2019:2021:CORPORATE OBJECTIVES Corporate ObjectivesWeightingWEIGHTING (% ofOFCorporateObjectives)CORPORATE OBJECTIVES)Advance ARIKAYCE franchise80%futurecommercial operations45% Advance pipeline 45% Enhance corporate operations 10% Improve corporate operations10% 100% patient start rateprogram advancement or pipeline milestones. At that time,When it set them, the Compensation Committee believed that the goals associated with these corporate objectives were challenging but attainable, and that attainment was uncertain.20192021 were factors taken into consideration when assessing Company performance:53 INSMED PROXY STATEMENT CORPORATE
OBJECTIVEKEY ACHIEVEMENTS Corporate ObjectiveKey AchievementsARIKAYCE FranchiseCommercial Operationsgoals relatedaverage net prices for ARIKAYCE by year-end in certain European countriescertain patient metrics, including enrollment forms, patient start rateprior treatment and adherence rateContinued dialoguelaunch with the Food and Drug Administration (FDA) on protocol for post-marketing requirement and advanced additional life-cycle management planstargeted reimbursement levelsinternational filings (filed MAAthe post-approval confirmatory clinical trial for ARIKAYCE in a front-line setting of patients with EMAMAC lung disease (the ENCORE trial) as well as the development of an appropriate PRO tool that will enable the assessment of ARIKAYCE for the treatment of NTM lung disease (the ARISE trial)advanced Japanese submissiontolerability of brensocatib in patients with MHLW)bronchiectasisEnsured adequate supply to cover forecast and built inventory reserve Advance Future PipelineCompleted enrollment in the WILLOW study during 1H 2019 timelineoperating expense budgetbudgetadequate clinical trial supplies for the building of newARIKAYCE, brensocatib and TPIP studiesheadquartersEnhanced internal communication, transparency andcommunications, including culture of feedback at all employee levelsand transparency, developed diversity and inclusion strategy and began execution of that strategy, and supported patient advocacy partners’ efforts to enhance education and awareness in patient communities54 INSMED PROXY STATEMENT 2019:2021:
OBJECTIVES
CORPORATE
OBJECTIVES)
PERFORMANCE
CORPORATE
OBJECTIVESAdvance commercial operations Improve corporate operations 55 INSMED PROXY STATEMENT Corporate Objectives Weighting
(% of
Corporate
Objectives) Actual
Performance Actual % of
Corporate
Objectives
Earned 80% 129% 103% 10% 100% 10% 10% 100% 10% 100% 123% 20192021 that (i) were specific to each named executive officer'sofficer’s area of responsibility and (ii) were intended to support our corporate objectives for 2019.2021. These individual goals were then recommended to and approved by our Compensation Committee. At the time these goals were established, the Compensation Committee20192021 included the following:
OFFICERNamed Executive OfficerIndividual Goalsnet revenue and return to growth for ARIKAYCE in the US; ensure approval, optimal price and successful launch of ARIKAYCE in Japan; support successful launch and achieve target revenue of ARIKAYCE in EuropeOperationalize life-cycle management plan56 INSMED PROXY STATEMENT NAMEDEXECUTIVEOFFICERINDIVIDUAL GOALS Ensure adequate supplycover forecast and build inventory reserve for ARIKAYCEAdvance international filingsImplement globalsupport the Company’s expansion plansAdvance future pipeline John Gollstrategies pre-commercialthe international growth and global tax structuringcoordination of the Company’s IT function; reduce duplicative or unnecessary systemsMaintain financial forecasts toexternal financial guidance, accessing capitalfor general corporate matters including contracts, employment and corporate defense purposesEnsure and monitor a cost-disciplined approach to investments consistent with strategic priorities of the organization
business developmentfinancial statement preparationSEC filings; enhance intellectual property portfolio; advance government affairs functionfilings in compliance with the Sarbanes-Oxley Actexpansion 2002 Christine PellizzariContinue to support ARIKAYCE launch in the US and launch preparedness in the European Union and JapanAdvance company growth through successful identification, diligence and execution of strategic acquisitionsEffectively manage Board interactions and be responsive to Board needsComplete successful public financings to provide capital necessary for continued operations S. Nicole SchaefferContinue to drive leadership and collaborationpromote visibility of executive leadersProvide tools and measurement to hold executive committee accountable for 2019 company survey commitmentsIncrease pipeline and talent strategies for hiringHire key senior executive and executive level positions for 2019 Paolo TombesiImprove corporate operations by making our financial planning and analysis team a trusted and valuable business partnerEnsure timely and accurate financial statement preparation and filings in compliance with the Sarbanes-Oxley Act of 2002Raise company profile across media, public opinion and employees through corporate communicationsAdvance strategic procurement functionpotential successors57 INSMED PROXY STATEMENT 2019:2021: ALLOCATION OF BONUS ACTUAL BONUS
ACHIEVEMENT
SALARY
BONUS %Sara Bonstein Roger Adsett S. Nicole Schaeffer 1. On July 7, 2021, Ms. Pellizzari retired as our Chief Legal Officer and her employment with the Company ended. She did not receive a cash bonus for 2021. 58 INSMED PROXY STATEMENT Allocation of Bonus Actual Bonus Achievement Name Base
Salary Target
Bonus % Corporate
Goals Individual
Goals Corporate
Goals Individual
Goals 2019 Cash
Bonus $640,500 60% 100% N/A 123% N/A $472,700 $476,692 40% 75% 25% 123% 130% $237,900 $335,000 35% 75% 25% 123% 110% $140,500 $449,200 40% 75% 25% 123% 130% $224,200 $400,010 40% 75% 25% 123% 123% $196,900 $455,900 40% 75% 25% 123% 100% $89,627 (1)Effective in November 2019, Mr. Adsett was promoted from Chief Commercial Officer to Chief Operating Officer and his base salary increased to $500,000. Mr. Adsett's base salary was prorated for purposes of the calculation of his cash bonus.(2)Effective in March 2019, Mr. Goll was promoted from Vice President, Corporate Controller to Senior Vice President, Chief Accounting Officer and his base salary increased to $335,000. Mr. Goll's cash bonus was based on his increased base salary.(3)Mr. Tombesi stepped down as our Chief Financial Officer, and his employment with the Company ended in June 2019. Mr. Tombesi's 2019 cash bonus was prorated and paid as severance according to the terms of his separation agreement.executives'executives’ compensation should be performance-based to create appropriate incentives and rewards for achieving strategic goals that are critical drivers of shareholder value. We also believe that stock ownership by management aligns our executives' interests with those of our shareholders, and equity incentive compensation rewards our executives for their contributions toIn addition, the long-term success of the Company. The Compensation Committee believes that equity-based compensation is a vital part of our compensation program as it creates an ownership culture that rewards our executives for maximizing shareholder value over time and alignsconsiders the interests of our named executive officersfollowing in approving equity plan design and other key employees with those of our shareholders.award values:The Compensation Committee believes that the combination of stock option and RSU awards to our named executive officers and other employees encourages retention and aligns the interests of employees and our shareholders.● Equity-based compensation creates an ownership culture that rewards our executives for maximizing shareholder value sustainably over time, and, in combination with stock ownership, aligns our executives’ interests with those of our shareholders ● Equity incentives reward our executives for their contributions to the long-term success of the Company ● The combination of stock options and RSUs drives performance and a long-term mindset while encouraging retention 2019,2021, the Board, with respect to our President and CEO, and the Compensation Committee, with respect to our remaining named executive officers, considered each named executive officer'sofficer’s role, asdescribed above, along with the advice of FW Cook, our formerindependent compensation consultant, includingand information regarding comparative equity compensation awards received by the executives in our peer group.group in the context of total compensation. Individual performance prior to the grant date was also considered. Generally, 75% of the award value is made in the form of stock options and 25% of the award value is made in the form of RSUs. The Compensation Committee considers stock options to be performance-oriented, given the need for sustained improvements in stock price for the awards to yield value. The Board, with respect to our President and CEO, and the Compensation Committee, with respect to our remaining named executive officers, may also grant equity awards from time to time in recognition of a named executive officer'sofficer’s expanded duties and responsibilities or continuing contributions to the Company'sCompany’s performance. Based on these considerations, our named executive officers received the following equity incentive awards in 2019.2021.NUMBER OF
OPTIONS
GRANTED1NUMBER
OF RSUs
GRANTED2William H. Lewis Sara Bonstein Roger Adsett Martina Flammer, M.D. S. Nicole Schaeffer Christine Pellizzari3 59 INSMED PROXY STATEMENT 1. Options granted on January 7, 2021 have an exercise price of $34.03, the per-share closing price of our Common Stock on that date. Shares of our Common Stock underlying these options vest over a four-year period, with 25% of the shares vesting on the first anniversary of the date of grant and 12.5% of the shares vesting every six months thereafter until the fourth anniversary of the date of grant. 2. The RSUs vest as follows: 25% on each anniversary of the date of grant through the fourth anniversary date of the grant. 3. NameDateOn July 7, 2021, Ms. Pellizzari retired as our Chief Legal Officer and her employment with the Company ended. Pursuant to a consulting agreement entered into with the Company, Ms. Pellizzari received continued vesting of GrantNumberher outstanding equity awards until January 15, 2022. In accordance with the Company’s equity incentive plans and Ms. Pellizzari’s grant agreements, her stock options will continue to be exercisable, to the extent vested, until the earlier of OptionsGranted(1)Numberthe three months following the last day of RestrictedStock Units Granted(2) William H. Lewis1/3/2019555,140—5/15/2019—51,741Roger Adsett(3)1/3/2019231,310—5/15/2019—21,55911/18/2019—24,863 John Goll1/3/201927,760—5/15/2019—4,311Christine Pellizzari(4)1/3/2019157,290—5/15/2019—25,870 S. Nicole Schaeffer1/3/2019157,290—5/15/2019—14,660Paolo Tombesi(5)1/3/2019120,280—her service relationship with the Company and the original 10-year expiration date for such vested options.(1)Options granted on January 3, 2019 had an exercise price of $13.91, the per-share closing price of our Common Stock on that date. Shares of our Common Stock underlying these options vest over a four-year period, with 25% of the shares vesting on the first anniversary of the date of grant and 12.5% of the shares vesting every six months thereafter until the fourth anniversary of the date of grant.(2)The restricted stock units vest and become available as follows: 25% on each anniversary of the date of grant through the fourth anniversary date of the grant.(3)On November 18, 2019, Mr. Adsett received an award of RSUs in connection with his promotion to Chief Operating Officer.(4)The Compensation Committee determined that an increase to Ms. Pellizzari's award of restricted stock units was appropriate given her individual performance contributions.(5)Mr. Tombesi stepped down as our Chief Financial Officer, and his employment with the Company ended in June 2019. He forfeited this option grant in its entirety at the time of his termination.employee'semployee’s eligible compensation (subject to any maximum applicable limits under the Internal Revenue Service regulations). We also maintain an Employee Stock Purchase Plan whereby eligible employees, including executives, are given the opportunity to purchase Common Stock at a discounted price through payroll deductions. We do not have any defined benefit plans or non-qualified deferred compensation plans. From time to time, we may also provide employees with certain other limited perquisites. For instance, in 2019, we paid certain legal fees on Mr. Lewis' behalf, including in connection with his sale of shares of our Common Stock in a registered offering.below,in “Potential Payments Upon Termination,” we have entered into employment agreements with each of our named executive officers that, in addition to other items, provide for certain severance and change in control payments. We believe that the existence of these potential benefits will discourage turnover and mitigate the influence of a potential change in control on an executive officer'sofficer’s decision-making due to concerns regarding job security. The employment agreements with our named executive officers do not provide for single-trigger vesting on a change in control or tax gross-up payments. In connection with the termination of Mr. Tombesi's employment,Ms. Pellizzari’s retirement, we entered into a separationconsulting agreement providing for certain cash and other benefits.payments. See "Potential“Potential Payments Upon Termination"Termination” for additional information.60 INSMED PROXY STATEMENT Company'sCompany’s Annual Report.Chairman
Chair2019, 2018,2021, 2020 and 2017.Table of Contents2019."Change“Change in Pension Value"Value” and "Nonqualified“Nonqualified Deferred Compensation Earnings."”NAME AND
PRINCIPAL
POSITION
AWARDS
Schaeffer
Chief People
Pellizzari5
Former Chief61 INSMED PROXY STATEMENT Name and Principal Position Year Salary
($) Bonus
($)(1) Stock
Awards
($)(2) Option
Awards
($)(3) Non-Equity
Incentive Plan
Compensation
($)(4) All Other
Compensation
($)(5) Total
($) 2019 $640,500 — $1,499,972 $4,499,965 $472,700 $61,957 $7,175,094 2018 $610,000 — $1,174,995 $3,524,964 $622,200 $11,000 $5,943,159 2017 $566,500 — — $3,200,003 $577,830 $8,100 $4,352,433 2019 $475,741 — $1,124,990 $1,874,999 $237,900 $14,773 $3,728,403 2018 $458,280 — $474,993 $1,425,015 $300,200 $14,662 $2,673,150 2017 $436,450 — — $1,612,615 $281,600 $8,100 $2,338,765 2019 $330,584 — $124,976 $225,023 $140,500 $11,200 $832,283 2018 $306,520 — $68,748 $206,264 $171,100 $11,000 $763,632 2017 $297,590 $100,000 — $274,958 $161,500 $8,100 $842,148 2019 $449,200 — $749,971 $1,274,993 $224,200 $11,200 $2,709,564 2018 $436,110 — $324,978 $975,001 $283,500 $11,000 $2,030,589 2017 $415,340 — — $1,284,425 $270,000 $8,100 $1,977,865 2019 $400,010 — $424,993 $1,274,993 $196,900 $15,701 $2,312,597 2018 $375,940 — $324,978 $975,001 $244,400 $14,529 $1,934,848 2017 $348,090 — — $1,219,612 $226,300 $11,400 $1,805,402 2019 $189,958 — — $974,990 — $362,384 $1,527,332 2018 $442,620 — $324,978 $975,001 $270,000 $11,229 $2,023,828 2017 $253,750 $40,000 — $1,300,046 $277,400 $12,087 $1,883,283 1. Amounts in this column reflect grant date fair values of RSUs granted each year, calculated in accordance with FASB ASC Topic 718, except the assumption of forfeitures is not made. Amounts are based on the closing price of our common stock on the Nasdaq Global Market on the date of grant. 2. Amounts in this column reflect grant date fair values of stock option awards granted each year, calculated in accordance with FASB ASC Topic 718, except the assumption of forfeitures is not made. The stock options expire 10 years from the date of grant, and the exercise price equals the closing price of our Common Stock on the date of grant. See Note 10, “Stock-Based Compensation” of the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, regarding assumptions underlying valuation of all equity awards. 3. Amounts in this column represent annual cash incentive awards paid to each executive officer under our annual cash incentive program. For further information, see “Components of Compensation—Annual Cash Incentives.” 4. The amounts in the “All Other Compensation” column consist of the following amounts: ● In 2019, 2020 and 2021, Mr. Lewis received $11,200, $11,400 and $11,600, respectively, pursuant to our 401(k) plan. In 2019, we also paid $50,462 in legal fees on Mr. Lewis’ behalf, including in connection with his sale of shares of our Common Stock in a registered offering. ● In 2020 and 2021, Ms. Bonstein received $11,400 and $11,600, respectively, pursuant to our 401(k) plan. In 2021, Ms. Bonstein also received an additional $3,300 per year in health savings account (“HSA”) contributions pursuant to her participation in a tax qualified HSA. ● In 2019, 2020 and 2021, Mr. Adsett received $11,200, $11,400 and $11,600, respectively, pursuant to our 401(k) plan. In 2019, 2020 and 2021, Mr. Adsett also received an additional $3,300 per year in HSA contributions pursuant to his participation in a tax qualified HSA. ● In 2020 and 2021, Dr. Flammer received $11,400 and $11,600, respectively, pursuant to our 401(k) plan. In 2020 and 2021, Dr. Flammer also received an additional $3,300 in HSA contributions pursuant to her participation in a tax qualified HSA. In 2020, Dr. Flammer was reimbursed $2,113 in relocation expenses. In 2019, Dr. Flammer was reimbursed $54,351 in relocation expenses and $5,000 in legal fees in connection with the entry into her employment agreement. ● In 2019, 2020 and 2021, Ms. Schaeffer received $11,200, $11,400 and $11,600, respectively, pursuant to our 401(k) plan. In 2019, 2020 and 2021, Ms. Schaeffer also received an additional $3,300 per year in HSA contributions pursuant to her participation in a tax qualified HSA. ● In 2019, 2020 and 2021, Ms. Pellizzari received $11,200, $11,400 and $11,600, respectively, pursuant to our 401(k) plan. In 2021, Ms. Pellizzari received $80,000 pursuant to a consulting agreement entered into with the Company. 5. On July 7, 2021, Ms. Pellizzari retired as our Chief Legal Officer and her employment with the Company ended. Ms. Pellizzari’s 2021 salary covers the period of January 1, 2021 through July 7, 2021. 62 INSMED PROXY STATEMENT (1)Represents a retention bonus paid to Mr. Goll in 2017 and a sign-on bonus compensation paid to Mr. Tombesi upon commencement of employment in 2017.(2)Amounts in this column reflect grant date fair values of RSUs granted in 2018 and 2019, calculated in accordance with FASB ASC Topic 718, except the assumption of forfeitures is not made. Amounts are based on the closing price of our common stock on the Nasdaq Global Market on the date of grant.(3)Amounts in this column reflect grant date fair values of stock option awards granted each year, calculated in accordance with FASB ASC Topic 718, except the assumption of forfeitures is not made. The stock options expire 10 years from the date of grant, and the exercise price equals the closing price of our Common Stock on the date of grant. See Note 10, "Stock-Based Compensation" of the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2019, regarding assumptions underlying valuation of all equity awards.(4)Amounts in this column represent annual cash incentive awards paid to each executive officer under our annual cash incentive program. For further information, see "Components of Compensation—Annual Cash Incentives."(5)The amounts in the "All Other Compensation" column consist of the following amounts:•In 2017, 2018 and 2019, Mr. Lewis received $8,100, $11,000 and $11,200, respectively, pursuant to our 401(k) plan. In 2019, we also paid $50,462 in legal fees on Mr. Lewis' behalf, including in connection with his sale of shares of our Common Stock in a registered offering.•In 2017 and 2018, Mr. Tombesi received $7,200 and $11,000, respectively, pursuant to our 401(k) plan. In 2017, Mr. Tombesi received an additional $4,887 as reimbursement for legal fees in connection with his entry into an employment agreement with the Company. In 2019, Mr. Tombesi earned $362,237 as compensation pursuant to the terms of his separation agreement, as described in more detail under "Potential Payments Upon Termination" below.•In 2017, 2018 and 2019, Mr. Adsett received $8,100, $11,000 and $11,200, respectively, pursuant to our 401(k) plan. In 2018 and 2019, Mr. Adsett also received an additional $3,300 per year in health savings account (HSA) contributions pursuant to his participation in a tax qualified HSA.•In 2017, 2018 and 2019, Ms. Pellizzari and Mr. Goll each received $8,100, $11,000 and $11,200, respectively, pursuant to our 401(k) plan.•In 2017, 2018 and 2019, Ms. Schaeffer received $8,100, $11,000 and $11,200, respectively, pursuant to our 401(k) plan. In 2017, 2018 and 2019, Ms. Schaeffer also received an additional $3,300 each year in HSA contributions pursuant to her participation in a tax qualified HSA.(6)Mr. Tombesi's 2017 salary covers the period from his date of hire on June 1, 2017 through December 31, 2017. Mr. Tombesi's annual salary as of his hire date was $435,000. Mr. Tombesi stepped down as our Chief Financial Officer and his employment with the Company ended on June 2, 2019. 20192021 Grants of Plan-Based Awards2019.2021. No other plan-based awards were granted to any of our named executive officers during 2019.2021. ESTIMATED POSSIBLE
PAYOUTS UNDER
NON-EQUITY INCENTIVE PLAN
AWARDS1 NAME GRANT
DATE THRESHOLD
($) TARGET
($) MAXIMUM
($) ALL OTHER
STOCK
AWARDS:
NUMBER OF
SHARES OF
RESTRICTED
STOCK
UNITS
(RSUs) (#)2 ALL OTHER
OPTION
AWARDS:
NUMBER OF
SECURITIES
UNDERLYING
OPTIONS
(#)3 EXERCISE
OR BASE
PRICE OF
OPTION
AWARDS
($/SH) GRANT DATE
FAIR VALUE OF
STOCK AND
OPTION AWARDS
($)4 — — 497,000 994,000 — — — — 1/7/2021 109,440 34.03 2,249,627 William 1/7/2021 22,039 — 749,987 H. Lewis 5/12/2021 137,280 26.46 2,250,047 5/12/2021 28,344 — 749,982 — — 184,128 402,780 — — — — Sara 1/7/2021 45,600 34.03 937,344 Bonstein 1/7/2021 9,183 312,497 5/12/2021 68,640 26.46 1,125,023 5/12/2021 14,172 — 374,991 — — 264,865 579,392 — — — — 1/7/2021 54,720 34.03 1,124,813 Roger 1/7/2021 11,019 374,977 Adsett 5/12/2021 68,640 26.46 1,125,023 5/12/2021 14,172 — 374,991 — — 207,000 452,813 — — — — Martina 1/7/2021 54,720 34.03 1,124,813 Flammer, 1/7/2021 11,019 374,977 M.D. 5/12/2021 68,640 26.46 1,125,023 5/12/2021 14,172 — 374,991 — — 173,044 378,534 — — — — 1/7/2021 36,480 34.03 749,876 S. Nicole 1/7/2021 7,346 249,984 Schaeffer 5/12/2021 45,760 26.46 750,016 5/12/2021 9,448 — 249,994 — — 196,172 429,126 — — — — Christine 1/7/2021 45,600 34.03 937,344 Pellizzari 1/7/2021 9,183 312,497 5/12/2021 57,200 26.46 937,519 5/12/2021 11,810 — 312,493 63 INSMED PROXY STATEMENT All Other
Stock
Awards:
Number of
Shares of
Restricted
Stock
Units
(RSUs)
(#)(2) All Other
Option
Awards:
Number of
ecurities
Underlying
Options
(#)(3) Estimated Possible Payouts Under
Non-Equity
Incentive Plan Awards(1) Exercise or
Base
Price of
Option
Awards
($/Sh) Grant Date
Fair Value
of Stock
and Option
Awards
($)(4)Name Grant Date Threshold
($) Target
($) Maximum
($) — — $384,300 $768,600 — — — — 1/3/2019 — — — — 555,140 $13.91 $4,499,965 5/15/2019 — — — 51,741 — — $1,499,972 — $12,500 $200,000 $375,000 — — — 1/3/2019 — — — — 231,310 $13.91 $1,874,999 5/15/2019 — — — 21,559 — — $624,995 11/18/2019 — — — 24,863 — — $499,995 — $7,328 $117,250 $219,844 — — — — 1/3/2019 — — — — 27,760 $13.91 $225,023 5/15/2019 — — — 4,311 — — $124,976 — $11,230 $179,680 $336,900 — — — — 1/3/2019 — — — — 157,290 $13.91 $1,274,993 5/15/2019 — — — 25,870 — — $749,971 — $10,000 $160,004 $300,008 — — — — 1/3/2019 — — — — 157,290 $13.91 $1,274,993 5/15/2019 — — — 14,660 — — $424,993 — $11,398 $182,360 $341,925 — — — — 1/3/2019 — — — — 120,280 $13.91 $974,990 (1)Constitutes threshold, target and maximum award opportunities for our named executive officers under our annual cash incentive program. See "Compensation Discussion and Analysis—Components of Compensation—Annual Cash Incentives" for information regarding the criteria applied in determining the amounts payable under the awards. The actual amounts paid with respect to these awards are included in the "Non-Equity Incentive Plan Compensation" column in the Summary Compensation Table.(2)The amounts shown in this column reflect RSUs granted to our named executive offivers pursuant to our equity incentive plans. The vesting schedule for these grants is as follows: 25% on each anniversary of the date of grant through the fourth anniversary date of the grant.1. Constitutes threshold, target and maximum award opportunities for our named executive officers under our annual cash incentive program. See “Components of Compensation—Annual Cash Incentives” for information regarding the criteria applied in determining the amounts payable under the awards. The actual amounts paid with respect to these awards are included in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table. 2. The amounts shown in this column reflect RSUs granted to our named executive officers pursuant to our equity incentive plans. The vesting schedule for these grants is as follows: 25% on each anniversary of the date of grant through the fourth anniversary date of the grant. 3. The amounts shown in this column reflect stock options granted to our named executive officers pursuant to our 2019 Incentive Plan. The vesting schedule for these grants is as follows: 25% on the first anniversary of the date of grant and 12.5% of the shares vesting on each six-month anniversary thereafter until the fourth anniversary of the date of grant. 4. Reflects grant date fair values of RSU and option awards granted during the applicable year, calculated in accordance with FASB ASC Topic 718, except the assumption of forfeitures is not made. See Note 10, “Stock-Based Compensation” of the consolidated financial statements in the Company’s Annual Report on Form 10-K for year ended December 31, 2021, regarding assumptions underlying valuation of all equity awards. (3)The amounts shown in this column reflect stock options granted to our named executive officers pursuant to our 2017 Incentive Plan. The vesting schedule for these grants is as follows: 25% on the first anniversary of the date of grant and 12.5% of the shares vesting on each six-month anniversary thereafter until the fourth anniversary of the date of grant.(4)Reflects grant date fair values of RSU and option awards granted during the applicable year, calculated in accordance with FASB ASC Topic 718, except the assumption of forfeitures is not made. See Note 10, "Stock-Based Compensation" of the consolidated financial statements in the Company's Annual Report on Form 10-K for year ended December 31, 2019 regarding assumptions underlying valuation of all equity awards.20192021 Grants of Plan-Based Awards Table"Potential“Potential Payments Upon Termination"Termination” for information regarding the terms of these agreements that would be relevant in the event of the executive'sexecutive’s termination or upon a change in control.20192021 Fiscal Year-End2019.2021.64 INSMED PROXY STATEMENT Option Awards Stock Awards Name Number of
Securities
Underlying
Unexercised Options (#)
Exercisable Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable Equity
Incentive Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#) Option
Exercise
Price ($) Option
Expiration
Date Number of
Shares or
Units of
Stock
That Have
Not Vested
(#) Market
Value of
Shares or
Units of
Stock
That Have
Not Vested
(#) Equity
Incentive Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
(#) Equity
Incentive Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
(#) 430,630 — — $3.40 09/10/2022(1) — — — — 186,170 — — $4.55 09/28/2022(1) — — — — 83,333 — — $12.44 05/23/2023(1) — — — — 166,667 — — $12.44 05/23/2023(2) — — — — 250,000 — — $14.24 10/31/2023(1) — — — — 50,000 — — $20.49 01/10/2024(1) — — — — 50,000 — — $12.58 06/02/2024(1) — — — — 150,000 — — $22.76 05/21/2025(1) — — — — 142,625 20,375 — $16.16 01/07/2026(1) — — — — 215,206 30,744 — $10.85 05/19/2026(1) — — — — 109,706 65,824 — $13.67 01/05/2027(1) — — — — 88,800 53,280 — $17.16 05/17/2027(1) — — — — 75,109 125,181 — $30.46 01/04/2028(1) — — — — — 555,140 — $13.91 01/03/2029(1) — — — — — 80,672(3) $1,926,447(4) — — Option Awards Stock Awards Name Number of
Securities
Underlying
Unexercised Options (#)
Exercisable Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable Equity
Incentive Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#) Option
Exercise
Price ($) Option
Expiration
Date Number of
Shares or
Units of
Stock
That Have
Not Vested
(#) Market
Value of
Shares or
Units of
Stock
That Have
Not Vested
(#) Equity
Incentive Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
(#) Equity
Incentive Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
(#) 65,045 22,015 — $14.56 10/03/2026(1) — — — — 51,425 30,855 — $13.67 01/05/2027(1) — — — — 47,875 28,725 — $17.16 05/17/2027(1) — — — — 30,364 50,606 — $30.46 01/04/2028(1) — — — — — 231,310 — $13.91 01/03/2029(1) — — — — — 58,117(3) $1,387,834(4) — — 12,500 — — $16.07 01/08/2025(1) — — — — 37,500 — — $22.76 05/21/2025(1) — — — — 10,062 1,438 — $16.16 01/07/2026(1) — — — — 14,945 2,135 — $10.85 05/19/2026(1) — — — — 9,425 5,655 — $13.67 01/05/2027(1) — — — — 7,631 4,579 — $17.16 05/17/2027(1) — — — — 4,395 7,325 — $30.46 01/04/2028(1) — — — — — 27,760 — $13.91 01/03/2029(1) — — — — — — — — — 6,003(3) $143,352(4) 150,000 — — $11.14 07/30/2023(1) — — — — 30,000 — — $20.49 01/10/2024(1) — — — — 30,000 — — $12.58 06/02/2024(1) — — — — 15,000 — — $16.07 01/08/2025(1) — — — — 45,000 — — $22.76 05/21/2025(1) — — — — 43,750 6,250 — $16.16 01/07/2026(1) — — — — 65,756 9,394 — $10.85 05/19/2026(1) — — — — 41,137 24,683 — $13.67 01/05/2027(1) — — — — 37,987 22,793 — $17.16 05/17/2027(1) — — — — 20,775 34,625 — $30.46 01/04/2028(1) — — — — — 157,290 — $13.91 01/03/2029(1) — — — — — — — — — 33,871(3) $808,839(4) — — 4,226 — — $6.96 01/02/2023(1) — — — — 40,000 — — $12.44 05/23/2023(1) — — — — 25,000 — — $12.44 05/23/2023(2) — — — — 27,500 — — $20.49 01/10/2024(1) — — — — 27,500 — — $12.58 06/02/2024(1) — — — — 13,750 — — $16.07 01/08/2025(1) — — — — 41,250 — — $22.76 05/21/2025(1) — — — — 43,750 6,250 — $16.16 01/07/2026(1) — — — — 28,181 9,394 — $10.85 05/19/2026(1) — — — — 25,712 15,428 — $13.67 01/05/2027(1) — — — — 23,937 14,363 — $17.16 05/17/2027(1) — — — — 20,775 34,625 — $30.46 01/04/2028(1) — — — — — 157,290 — $13.91 01/03/2029(1) — — — — — — — — — 22,661(3) $541,145(4) — — — — — — — — — — — (1)These stock options have a vesting schedule of 25% on the first anniversary of the date of grant and 12.5% on each six-month anniversary thereafter until the fourth anniversary of the date of grant.(2)One-half of the shares subject to the option vested upon receipt of the written acceptance of our MAA filing for ARIKAYCE by the EMA in February 2015, and one-half of the shares subject to the option vested upon FDA approval of ARIKAYCE in September 2018. OPTION AWARDS STOCK AWARDS NAME NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS (#)
EXERCISABLE NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS (#)
UNEXERCISABLE EQUITY
INCENTIVE
PLAN
AWARDS:
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
UNEARNED
OPTIONS (#) OPTION
EXERCISE
PRICE ($) OPTION
EXPIRATION
DATE(#)1 NUMBER
OF
SHARES
OR
UNITS OF
STOCK
THAT
HAVE
NOT
VESTED
(#)2 MARKET
VALUE OF
SHARES OR
UNITS OF
STOCK
THAT HAVE
NOT VESTED
(#)3 EQUITY
INCENTIVE
PLAN AWARDS:
NUMBER OF
UNEARNED
SHARES,UNITS
OR OTHER
RIGHTS THAT
HAVE NOT
VESTED (#) EQUITY
INCENTIVE
PLAN AWARDS:
MARKET OR
PAYOUT VALUE
OF UNEARNED
SHARES, UNITS
OR OTHER
RIGHTS THAT
HAVE NOT
VESTED(#) 30,228 — — $14.24 10/31/2023 — — — — 45,120 — — $20.49 01/10/2024 — — — — 150,000 — — $22.76 05/21/2025 — — — — 163,000 — — $16.16 01/07/2026 — — — — 142,080 — — $17.16 05/17/2027 — — — — William H. Lewis 175,253 25,037 — $30.46 01/04/2028 — — — — 346,962 208,178 — $13.91 01/03/2029 — — — — 105,971 176,619 — $23.75 01/03/2030 — — — — — 109,440 — $34.03 01/07/2031 — — 137,280 $26.46 05/12/2031 — — — — — 125,369 $3,415,052 — — 34,365 57,275 — $28.88 02/03/2030 — — — — 13,083 21,807 — $24.70 05/12/2030 — — — — Sara Bonstein — 45,600 — $34.03 01/07/2031 — — — — — 68,640 — $26.46 05/12/2031 — — — — — — — — — 23,355 $636,190 88,060 — — $14.56 10/03/2026 — — — — 82,280 — — $13.67 01/05/2027 — — — — 76,600 — — $17.16 05/17/2027 — — — — 70,848 10,122 — $30.46 01/04/2028 — — — — Roger Adsett 144,569 86,741 — $13.91 01/03/2029 — — — — 52,987 88,313 — $23.75 01/03/2030 — — — — — 54,720 — $34.03 01/07/2031 — 68,640 — $26.46 05/12/2031 — — — — — 84,467 $2,300,881 — 56,621 94,369 — $23.66 01/02/2030 — — — — 21,195 35,325 — $23.75 01/03/2030 — — — — Martina Flammer, — 54,720 — $34.03 01/07/2031 — — — — M.D — 68,640 — $26.46 05/12/2031 — — — — — — — — — 33,085 $901,235 22,791 — — $20.49 01/10/2024 — — — — 27,500 — — $12.58 06/02/2024 — — — — 13,750 — — $16.07 01/08/2025 — — — — 41,250 — — $22.76 05/21/2025 — — — — 50,000 — — $16.16 01/07/2026 — — — — 37,575 — — $10.85 05/19/2026 — — — — 41,140 — — $13.67 01/05/2027 — — — — S. Nicole Schaeffer 38,300 — — $17.16 05/17/2027 — — — — 48,475 6,925 — $30.46 01/04/2028 — — — — 98,306 58,984 — $13.91 01/03/2029 — — — — 21,195 35,325 — $23.75 01/03/2030 — — — — — 36,480 — $34.03 01/07/2031 — — — — — 45,760 — $26.46 05/12/2031 — — — — — — — — — 34,685 $944,819 — — 26,250 — — $20.49 01/10/2024 — — — — 15,000 — — $16.07 01/08/2025 — — — — 45,000 — — $22.76 05/21/2025 — — — — 50,000 — — $16.16 01/07/2026 — — — — Christine Pellizzari 65,820 — — $13.67 01/05/2027 — — — — 60,780 — — $17.16 05/17/2027 — — — — 48,475 6,925 — $30.46 01/04/2028 — — — — 98,306 19,661 — $13.91 01/03/2029 — — — — 52,987 17,663 — $23.75 01/03/2030 — — — — — 11,400 — $34.03 01/07/2031 — — — — — — — — — 11,541 $314,377 — — 65 INSMED PROXY STATEMENT 1. These stock options have a vesting schedule of 25% on the first anniversary of the date of grant and 12.5% on each six-month anniversary thereafter until the fourth anniversary of the date of grant. 2. The RSUs have a vesting schedule of 25% on each anniversary of the date of grant through the fourth anniversary date of the grant. 3. Reflects the closing price of $27.24 per share of our Common Stock on the Nasdaq Global Market on December 31, 2021. (3)The RSUs have a vesting schedule as follows: 25% on each anniversary of the date of grant through the fourth anniversary date of the grant.(4)Reflects the closing price of $23.88 per share of the Company's common stock on the Nasdaq Global Market on December 31, 2019.2019
20212019.2021. Option Awards Stock Awards Name Number of
Shares
Acquired on
Exercise (#) Value
Realized on
Exercise
($) Number of
Shares
Acquired on
Vesting (#) Value
Realized on
Vesting
($) 277,684 6,275,658 9,644 143,213 — — 3,899 57,900 25,000 186,539 565 8,390 — — 2,668 39,620 12,000 195,319 2,668 39,620 79,475 67,241 2,668 39,620 OPTION AWARDS STOCK AWARDS NAME William H. Lewis 243,228 5,318,377 35,737 1,099,617 Sara Bonstein — — — — Roger Adsett — — 15,867 490,666 Martina Flammer, M.D. — — 2,632 87,619 S. Nicole Schaeffer 65,709 1,175,284 8,964 272,883 Christine Pellizzari 75,150 2,398,371 15,714 477,802 officer'sofficer’s decision-making due to concerns regarding job security. On June 2, 2019, Mr. Tombesi stepped downJuly 7, 2021, Ms. Pellizzari retired as our Chief FinancialLegal Officer and hisher employment with the Company ended. Pursuant to a separationconsulting agreement, Mr. TombesiMs. Pellizzari received the following severance benefits: (i) 12 months' salary at his 2019 base salary, paid semi-monthly over a 12-month period;consulting fee of $16,000 per month until January 15, 2022 and (ii) a pro-rata portioncontinued vesting of his annual bonus based on actual Company performance during 2019, payable within twoher outstanding equity awards until January 15, 2022 (and in accordance with the Company’s equity +incentive plans and one-halfMs. Pellizzari’s grant agreements, her stock options will continue to be exercisable, to the extent vested, until the earlier of the three months following December 31, 2019; (iii) accelerated vestingthe last day of any of his optionsher service relationship with the Company and RSUs that would have otherwisethe original 10-year expiration date for such vested within six months of June 2, 2019; and (iv) payment for the cost of COBRA coverage equivalent to his current coverage through no later than May 31, 2020 (minus certain employee contributions), in each case less applicable tax withholding.options). As of December 31, 2019, Mr. TombesiJanuary 15, 2022, Ms. Pellizzari had earned $362,237$96,000 under this arrangement.66 INSMED PROXY STATEMENT If Mr. Lewis'sLewis’s employment is terminated by us without cause or by Mr. Lewis for good reason within two years after a change in control of the Company, Mr. Lewis will receive payment of accrued obligations (including any unpaid bonus for any completed fiscal year ending on or prior to his termination date and any accrued but unused vacation pay), a lump sum severance payment equal to two times the sum of his then applicable annual base salary plus two times his annual target bonus plus a pro-rata portion of his annual target bonus (calculated as the target bonus for the year of termination multiplied by the following fraction: (i) the number of days that the ExecutiveMr. Lewis was employed by the Company during that fiscal year, divided by (ii) 365), full vesting of all equity awards (other than any PSUs, which will vest in accordance with the applicable award agreement), and continuation for up to 18 months of health benefits provided he elects continued coverage under COBRA. Should Mr. Lewis'sLewis’s employment be terminated by us without cause or by Mr. Lewis for good reason prior to the date of a change in control or more than two years after a change in control, he would be entitled to receive all of the foregoing benefits provided that his severance payment would instead be limited to one and one-half times his then applicable annual base salary and one times his target bonus for the year of termination (payable over an 18-month period) for the year of termination,, his pro-rata bonus would be based on actual performance for the year ofLewis'sLewis’s employment be terminated due to his death or disability, Mr. Lewis or his estate would receive payment of accrued obligations, a pro-rata portion of his annual target bonus based on actual performance for the year of termination, and any insurance benefits to which he and his beneficiaries were entitled as a result of his death or disability.If Ms. Bonstein’s, Mr. Adsett'sAdsett’s, Dr. Flammer’s, or Ms. Schaeffer’s employment is terminated by us without cause or by Mr. Adsettthe departing executive for good reason within two years after a change in control of the Company, Mr. Adsettthe departing executive will receive payment of accrued obligations, any earned but unpaid bonus for any completed fiscal year ending on or prior to his or her termination date, a lump sum severance payment equal to one and one-half times his or her then applicable annual base salary plus one and one-half times his or her annual target bonus plus a pro-rata portion of his annual target bonus (calculated as the target bonus for the year of termination multiplied by the following fraction: (i) the number of days that the Executive was employed by the Company during that fiscal year, divided by (ii) 365), full vesting of all equity awards, and a continuation of up to 18 months of health benefits provided he elects continued coverage under COBRA. Should Mr. Adsett's employment be terminated by us without cause or by Mr. Adsett for good reason prior to the date of a change in control or more than two years after a change in control, Mr. Adsett would be entitled to receive all of the foregoing benefits provided that his severance payment would be limited to his then applicable annual base salary and instead be payable over a 12-month period, his pro-rata bonus would be based on actual performance for the year of termination, and his equity award vesting would be limited to accelerated vesting of all time-based equity awards that would otherwise have vested within 12 months following his termination date. Should Mr. Adsett's employment be terminated due to his death or disability, Mr. Adsett or his estate would receive payment of accrued obligations, a pro-rata portion of his annual target bonus based on actual performance for the year of termination, and any insurance benefits to which he and his beneficiaries were entitled as a result of his death or disability. If Mr. Goll's employment is terminated by us without cause or by Mr. Goll for good reason within one year after a change in control of the Company, Mr. Goll will receive payment of accrued obligations, a lump sum severance payment equal to his then applicable annual base salary plus a pro-rata portion of his annual target bonus (calculated as the target bonus for the year of termination multiplied by the following fraction: (i) the number of days that the Executive was employed by the Company during that fiscal year, divided by (ii) 365), full vesting of all equity awards, and a continuation of up to 12 months of health benefits provided he elects continued coverage under COBRA. Should Mr. Goll's employment be terminated by us without cause or by Mr. Goll for good reason prior to the date of a change in control or more than one year after a change in control, Mr. Goll would be entitled to receive all of the foregoing benefits provided that his severance payment would be limited to one-half of his then applicable annual base salary and instead be payable over a six-month period, his pro-rata bonus would be based on actual performance for the year of termination, his equity award vesting would be limited to accelerated vesting of all time based equity awards that would otherwise have vested within six months following his termination date, and he would be entitled to receive a continuation of up to six months of health benefits provided he elects continued coverage under COBRA. Should Mr. Goll's employment be terminated due to his death or disability, Mr. Goll or his estate would receive payment of accrued obligations, a pro rata portion of his annual target bonus based on actual performance for the year of termination, and any insurance benefits to which he and his beneficiaries were entitled as a result of his death or disability. If Ms. Pellizzari's employment is terminated by us without cause or by Ms. Pellizzari for good reason within two years after a change in control of the Company, Ms. Pellizzari will receive payment of accrued obligations, a lump sum severance payment equal to one and one-half times her then applicable annual base salary plus one and one-half times her annual target bonus plus a pro-rata portion of her annual target bonus (calculated as the target bonus for the year of terminationmultiplied by the following fraction: (i) the number of days that the Executive was employed by the Company during that fiscal year, divided by (ii) 365), full vesting of all equity awards, and a continuation of up to 18 months of health benefits provided she elects continued coverage under COBRA. Should Ms. Pellizzari's employment be terminated by us without cause or by Ms. Pellizzari for good reason prior to the date of a change in control or more than two years after a change in control, Ms. Pellizzari would be entitled to receive all of the foregoing benefits provided that her severance payment would be limited to her then applicable annual base salary and instead be payable over a twelve month period, her pro-rata bonus would be based on actual performance for the year of termination, and her equity award vesting would be limited to accelerated vesting of all time-based equity awards that would otherwise have vested within 12 months following her termination date. Should Ms. Pellizzari's employment be terminated due to her death or disability, Ms. Pellizzari or her estate would receive payment of accrued obligations, a pro-rata portion of her annual target bonus based on actual performance for the year of termination, and any insurance benefits to which she and her beneficiaries were entitled as a result of her death or disability. If Ms. Schaeffer's employment is terminated by us without cause or by Ms. Schaeffer for good reason within two years after a change in control of the Company, Ms. Schaeffer will receive payment of accrued obligations, a lump sum severance payment equal to one and one-half times her then applicable annual base salary plus one-and-one-half times her annual target bonus plus a pro-rata portion of her annual target bonus (calculated as the target bonus for the year of termination multiplied by the following fraction: (i) the number of days that the Executive was employed by the Company during that fiscal year, divided by (ii) 365), full vesting of all equity awards (other than any PSUs, which will vest in accordance with the applicable award agreement), and a continuation of up to 18 months of health benefits provided he or she elects continued coverage under COBRA. Should Ms. Schaeffer'sBonstein’s, Mr. Adsett’s, Dr. Flammer’s, or Ms. Schaeffer’s employment be terminated by us without cause or by Ms. Schaefferthe departing executive for good reason prior to the date of a change in control or more than two years after a change in control, Ms. Schaefferthe departing executive would be entitled to receive all of the foregoing benefits provided that his or her severance payment would be limited to his or her then applicable annual base salary and instead be payable over a 12-month period, his or her pro-rata bonus would be based on actual performance for the year of termination, andhis or her equity award vesting would be limited to accelerated vesting of all time-based equity awards that would otherwise have vested within 12 months following his or her termination date.date, and his or her continuation of health benefits under COBRA would be limited to up to 12 months. Should Ms. Schaeffer'sthe departing executive’s employment be terminated due to his or her death or disability, Ms. Schaefferthe executive or his or her estate would receive payment of accrued obligations, a pro-rata portion of his or her annual target bonus based on actual performance for the year of termination, any earned but unpaid bonus for any completed fiscal year ending on or prior to his or her termination date, and any insurance benefits to which he or she and his or her beneficiaries were entitled as a result of his or her death or disability.67INSMED PROXY STATEMENT "cause"“cause” generally includes:(a)a conviction of the executive, or a plea of nolo contendere, to a felony involving moral turpitude;(b)willful misconduct or gross negligence by the executive resulting, in either case, in material economic harm to the Company or any related entities;(c)a willful failure by the executive to carry out the reasonable and lawful directions of the Board and failure by the executive to remedy such willful failure within 30 days after receipt of written notice of same, by the Board;(d)fraud, embezzlement, theft or dishonesty of a material nature by the executive against the Company or any related entity, or a willful material violation by the executive of a policy or procedure of the Company or any related entity, resulting, in any case, in material economic harm to the Company or any related entity; or(e)a willful material breach by the executive of his or her employment agreement and failure by the executive to remedy the material breach within 30 days after receipt of written notice thereof from the Board.a. a conviction of the executive, or a plea of nolo contendere, to a felony involving moral turpitude; b. willful misconduct or gross negligence by the executive resulting, in either case, in material economic harm to the Company or any related entities; c. a willful failure by the executive to carry out the reasonable and lawful directions of the Board and failure by the executive to remedy such willful failure within 30 days after receipt of written notice from the Board; d. fraud, embezzlement, theft or dishonesty of a material nature by the executive against the Company or any related entity, or a willful material violation by the executive of a policy or procedure of the Company or any related entity, resulting, in any case, in material economic harm to the Company or any related entity; or e. a willful material breach by the executive of his or her employment agreement and failure by the executive to remedy the material breach within 30 days after receipt of written notice from the Board. "good reason"“good reason” generally includes:(a)a material diminution in the executive's base compensation;(b)a material diminution in the executive's authority, duties, or responsibilities;(c)a material diminution in the authority, duties, or responsibilities of the supervisor to whom the executive is required to report;(d)the Company's or related entity's requiring the executive to be based at any office or location outside of 50 miles from the location of employment or service as of the effective date of his or her employment agreement, except for travel reasonably required in the performance of the executive's responsibilities; or(e)any other action or inaction that constitutes a material breach by the Company of the executive's employment agreement.a. a material diminution in the executive’s base compensation; b. a material diminution in the executive’s authority, duties, or responsibilities; c. a material diminution in the authority, duties, or responsibilities of the supervisor to whom the executive is required to report (including, for Mr. Lewis, a requirement that Mr. Lewis report to a corporate officer or executive instead of reporting directly to the Board); d. the Company’s or related entity’s requiring the executive to be based at any office or location outside of 50 miles from the location of employment or service as of the effective date of his or her employment agreement, except for travel reasonably required in the performance of the executive’s responsibilities; or e. any other action or inaction that constitutes a material breach by the Company of the executive’s employment agreement. "change“change in control"control” generally includes:(a)the acquisition by another person of beneficial ownership of 40% or more of our Common Stock;(b)a proxy contest that results in the replacement of a majority of the members of our Board;(c)a merger after which our shareholders own less than 60% of the surviving corporation's stock; or(d)approval by our shareholders of a complete liquidation or dissolution of our Company.a. the acquisition by another person of beneficial ownership of 40% or more of our Common Stock; b. a proxy contest that results in the replacement of a majority of the members of our Board; c. a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of its subsidiaries, a sale or disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries, after which our shareholders change in proportion by more than 40%, or after which half or more of our Board has changed; or d. approval by our shareholders of a complete liquidation or dissolution of our Company. 12��12 months after the termination of an executive'sexecutive’s employment with us, each executive has agreed that he or she will not:1.engage in any activity in material competition with the business in which we engaged while the executive was employed by us;2.directly or indirectly recruit or solicit any person who is then our employee or was our employee at any time within six months prior to such solicitation; or3.solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of our clients or customers, or prospective clients or customers.1. engage in any activity in material competition with the business in which we engaged while the executive was employed by us; 2. directly or indirectly recruit or solicit any person who is then our employee or was our employee at any time within six months prior to such solicitation; or 3. solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of our clients or customers, or prospective clients or customers. 68 INSMED PROXY STATEMENT "golden parachute"“golden parachute” rules of Section 280G of the Code and the excise tax of Code Section 4999.4999 of the Code. If these payments are determined to be parachute payments, as calculated by our independent registered public accounting firm, the parachute payments will be reduced if, and only to the extent that, a reduction will allownecessary to avoid any payments becoming nondeductible under Section 280G of the executivesCode or subject to receive a greater net afterthe excise tax amount thanunder Section 4999 of the executives would receive absent a reduction.Code. All severance benefits (other than accrued obligations and certain insurance benefits to which the executive may be entitled upon death or disability) are also subject to the execution and non-revocation of a general release of claims against the Company.incurredmade by us with respect to each of the named executive officers below, assuming that a qualified termination under the applicable agreement had occurred on December 31, 20192021 as a result of termination without cause or for good reason during the two-year period immediately following a change in control. BENEFITS TOTAL William H. Lewis $2,414,001 $497,000 $55,310 $6,913,543 $9,879,854 Sara Bonstein $966,672 $184,128 $40,865 $745,119 $1,936,784 Roger Adsett $1,191,893 $264,865 $40,865 $3,818,890 $5,316,513 Martina Flammer, M.D. $1,086,750 $207,000 $27,335 $1,415,900 $2,736,985 S. Nicole Schaeffer $908,481 $173,044 $25,196 $1,890,053 $2,996,774 1. These payments would be payable to the executive upon a qualified termination under the applicable agreement. The cash severance figure for Mr. Lewis includes salary for two years plus two times the target bonus. The cash severance figures for Ms. Bonstein, Mr. Adsett, Dr. Flammer and Ms. Schaeffer include one and one-half times their salary and one and one-half times their target bonus. 2. The value used in the table assumes the full target bonus for the year. 3. The value represents the acceleration of all applicable equity awards outstanding as of December 31, 2021. The value realized upon the accelerated vesting of (i) stock options is calculated by multiplying the number of stock options subject to accelerated vesting by the difference between $27.24 the closing price of our Common Stock on December 31, 2021, and the exercise price of the options, and (ii) RSUs is calculated by multiplying the number of RSUs subject to accelerated vesting by $27.24. 69 INSMED PROXY STATEMENT Cash
Severance(1) Pro-Rata
Bonus(2) Benefits Value of
Accelerated
Equity(3) Total $2,049,600 $384,300 $39,016 $9,049,187 $11,522,103 $1,050,000 $200,000 $22,606 $4,407,236 $5,679,842 $335,000 $117,250 $26,011 $547,548 $1,025,809 $943,320 $179,680 $39,016 $2,952,857 $4,114,873 $840,021 $160,004 $13,922 $2,534,019 $3,547,966 (1)These payments would be payable to the executive upon a qualified termination under the applicable agreement. The cash severance figure for Mr. Lewis includes salary for two years plus two times the target bonus. The cash severance figures for Mr. Adsett, Ms. Pellizzari and Ms. Schaeffer include one and one-half times their salary and one and one-half times their target bonus. The cash severance figure for Mr. Goll includes one year's salary.(2)The value used in the table assumes the full target bonus for the year.(3)The value represents the acceleration of all applicable equity awards outstanding as of December 31, 2019. The value realized upon the accelerated vesting of (i) stock options is calculated by multiplying the number of stock options subject to accelerated vesting by the difference between $23.88, the closing price of our Common Stock on December 31, 2019, and the exercise price of the options, and (ii) RSUs is calculated by multiplying the number of shares of RSUs subject to accelerated vesting by $23.88.incurredmade by us with respect to each of the named executive officers below assuming that a qualified termination under the applicable agreement had occurred on December 31, 20192021 as a result of termination without cause or for good reason prior to the date of a change in control or following the one- or two-year period as applicable, after a change in control. BENEFITS TOTAL William H. Lewis $1,513,350 $497,000 $55,310 $5,434,032 $7,499,692 Sara Bonstein $460,320 $184,128 $27,243 $201,261 $872,952 Roger Adsett $529,730 $264,865 $27,243 $2,195,211 $3,017,049 Martina Flammer, M.D. $517,500 $207,000 $18,223 $447,755 $1,190,478 S. Nicole Schaeffer $432,610 $173,044 $16,797 $945,394 $1,567,845 1. These payments and other benefits would be payable to the executive upon a qualified termination under the applicable agreement. The cash severance figure for Mr. Lewis consists of one and one-half times his base salary plus target bonus for one year, while the figures for Ms. Bonstein, Mr. Adsett, Dr. Flammer and Ms. Schaeffer consist of their respective base salaries for one year. 2. The value used in the table assumes the full target bonus for the year. 3. For Mr. Lewis, the value represents the acceleration of all time-based vesting equity outstanding as of December 31, 2021 granted at least one year prior to the termination date. For Ms. Bonstein, Mr. Adsett, Dr. Flammer, and Ms. Schaeffer, the value represents accelerated vesting of all time-based equity that would have otherwise vested within 12 months following the termination date. The value realized upon the accelerated vesting of (i) stock options is calculated by multiplying the number of stock options subject to accelerated vesting by the difference between $27.24, the closing price of our Common Stock on December 31, 2021, and the exercise price of the options, and (ii) RSUs is calculated by multiplying the number of RSUs subject to accelerated vesting by $27.24. 70 INSMED PROXY STATEMENT Cash
Severance(1) Pro-Rata
Bonus(2) Benefits Value of
Accelerated
Equity(3) Total $1,345,050 $384,300 $39,016 $2,278,866 $4,047,232 $500,000 $200,000 $15,071 $1,630,501 $2,345,572 $167,500 $117,250 $13,006 $176,822 $474,578 $449,200 $179,680 $26,011 $1,246,972 $1,901,863 $400,010 $160,004 $9,281 $1,079,287 $1,648,582 (1)These payments and other benefits would be payable to the executive upon a qualified termination under the applicable agreement. The cash severance figure for Mr. Lewis consists of one and one-half times his base salary plus target bonus for one year, while the figures for Mr. Adsett, Ms. Pellizzari and Ms. Schaeffer consist of their respective base salaries for one year. The cash severance figure for Mr. Goll consists of six months of his base salary.(2)The value used in the table assumes the full target bonus for the year.(3)For Mr. Lewis, the value represents the acceleration of all time-based vesting equity outstanding as of December 31, 2019 granted at least one year prior to the termination date. For Mr. Adsett, Ms. Pellizzari, Ms. Schaeffer and Mr. Goll, the value represents accelerated vesting of all time-based equity that would have otherwise vested within 12 months following the termination date. The value realized upon the accelerated vesting of (i) stock options is calculated by multiplying the number of stock options subject to accelerated vesting by the difference between $23.88, the closing price of our Common Stock on December 31, 2019, and the exercise price of the options, and (ii) RSUs is calculated by multiplying the number of shares of RSUs subject to accelerated vesting by $23.88.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION2019.2021.DODD-FRANK MANDATEDDodd-Frank Mandated CEO PAY RATIO
Pay Ratio•In 2019, we determined the median of the annual total compensation of all employees of our company (other than Mr. Lewis) for 2019 was $237,800.•For 2019, the annual total compensation of Mr. Lewis, as reported in the Summary Compensation Table, is $7,175,094.● In 2021, we determined the median of the annual total compensation of all employees of our company (other than Mr. Lewis) for 2021 was $244,933. ● For 2021, the annual total compensation of Mr. Lewis, as reported in the Summary Compensation Table, is $7,322,642. 30.17.29.9.1.We determined that, as of December 31, 2019, our employee population, excluding Mr. Lewis, consisted of approximately 434 individuals working either at Insmed Incorporated or one of our consolidated subsidiaries. This population consisted of our full-time, part-time and temporary employees and, as permitted by SEC rules, excluded independent contractors or similar non-employee workers during 2019. We did not exclude any non-US employees from these calculations.2.To identify the "median employee" from our employee population, we compared the sum of each employee's wages, aggregate fair value of equity awards and target cash bonus for 2019. In doing so, we annualized the compensation of all permanent1. We determined that, as of December 31, 2021, our employee population, excluding Mr. Lewis, consisted of approximately 617 individuals working either at Insmed Incorporated or one of our consolidated subsidiaries. This population consisted of our full-time, part-time and temporary employees and, as permitted by SEC rules, excluded independent contractors or similar non-employee workers during 2021. We did not exclude any non-US employees from these calculations. employees who were hired in 20192. To identify the “median employee” from our employee population, we compared the sum of each employee’s wages, aggregate fair value of equity awards and target cash bonus for 2021. In doing so, we annualized the salary of all permanent employees who were hired in 2021 but did not work for us the entire fiscal year. The fair value of option awards granted during 2021 was calculated using the Black-Scholes valuation model pursuant to the assumptions described in Note 10, “Stock-Based Compensation” of the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. We did not make any cost-of-living adjustments in identifying the median employee. 3. This process resulted in a median employee with annual total compensation of $220,257 for 2018. After identifying the median employee, we calculated annual total compensation for the employee using the same methodology we use for our named executive officers, as set forth in the Summary Compensation Table. This process resulted in a median employee with annual total compensation of $244,933 for 2021. fair value of option awards granted during 2019 was calculated using the Black-Scholes valuation model pursuant to the assumptions described in Note 10, "Stock-Based Compensation" of the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. We did not make any cost-of-living adjustments in identifying the median employee.3.After identifying the median employee, we calculated annual total compensation for the employee using the same methodology we use for our named executive officers, as set forth in the Summary Compensation Table. This process resulted in a median employee with annual total compensation of $237,800 for 2019. The SEC'sSEC’s rules for identifying the median employee and calculating the pay ratio based on that employee'semployee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratios reported by other companies may not be comparable to our pay ratio, reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.71 INSMED PROXY STATEMENT DIRECTOR COMPENSATION
Director Compensationdirector'sdirector’s annual retainer that should be achieved within five years after the adoption of the guidelines or first appointment to the Board, whichever is later. As of the Record Date, all of our non-employee directors who had been on the Board for at least five years exceeded the share ownership guidelines. Mr. Lewis is a director and an executive officer of the Company. He receives no additional compensation for serving on the Board. Our share ownership guidelines for Mr. Lewis are described under "Compensation“Compensation Discussion and Analysis—Corporate Governance Perspectives on our Executive Compensation Program"Program” above. No other director is an employee of the Company.2019,2021, each non-employee director was paid a retainer totaling $50,000 annually. Mr. Brennan, the Lead Independent Director, was paid an additional retainer totaling $25,000. The Chair of the Nominations and Governance Committee was paid an additional annual fee of $10,000; the Chair of the Compensation Committee was paid an additional annual fee of $15,000; the Chair of the Audit Committee was paid an additional annual fee of $20,000; and the Chair of the Science and Technology Committee was paid an additional annual fee of $15,000. Annual retainer fees for non-chair committee members were paid as follows: members of the Nominations and Governance Committee, $5,000; members of the Compensation Committee, $7,500; members of the Audit Retainers are paid on a quarterly basis. During 2019, other than Mr. Hayden and Dr. Desjardins, received an annual equity-based grant with a grant date fair value of approximately $200,000 in the form of RSUs. Mr. Hayden resigned from the Board in May 2019 and did not receive an equity-based grant as a result, while Dr. Desjardins's compensation was prorated to reflect her appointment as of November 12, 2019. The RSUs vest on the first anniversary of the date of the award, provided that the director attends at least 75% of the meetings of the Board during the year in which the award is made. In 2019, we made a payment to Mr. Hayden in recognition of his service to the Board, as described further below.2019.2021."Fees“Fees Earned or Paid in Cash," "Stock” “Stock Awards," "All Other Compensation"” and "Total"“Total” have been included in the table. All other columns have been removed as there is no reportable information with respect to those compensation items.72 INSMED PROXY STATEMENT NAME TOTAL ($) Alfred F. Altomari $75,000 $200,000 $275,000 Elizabeth M. Anderson $60,000 $200,000 $260,000 David R. Brennan $82,500 $200,000 $282,500 Clarissa Desjardins, Ph.D. $65,000 $200,000 $265,000 Steinar J. Engelsen, M.D. $67,500 $200,000 $267,500 Leo Lee $65,000 $200,000 $265,000 David W.J. McGirr $70,000 $200,000 $270,000 Carol Schafer $65,884 $200,000 $265,884 Melvin Sharoky, M.D. $62,500 $200,000 $262,500 Name Fees Earned
or Paid
in Cash ($) Stock Awards ($)(1)(2)(3) All Other
Compensation ($)(4) Total ($) $75,000 $200,000 — $275,000 $55,000 $200,000 — $255,000 $82,500 $200,000 — $282,500 $72,500 $200,000 — $272,500 $6,794 $100,552 — $107,346 $27,500 — $50,000 $77,500 $57,500 $200,000 — $257,500 $70,000 $200,000 — $270,000 $62,500 $200,000 — $262,500 1. Amounts in this column reflect grant date fair values of stock awards granted during 2021, calculated in accordance with FASB ASC Topic 718, except the assumption of forfeitures is not made. 2. Each of our non-employee directors received a grant of 7,558 RSUs in May 2021. As of December 31, 2021, each of our non-employee directors held 7,558 RSUs. 3. No option awards were granted to our directors in 2021. None of our non-employee directors held options as of December 31, 2021. 73 INSMED PROXY STATEMENT (1)Amounts in this column reflect grant date fair values of stock awards granted during 2019, calculated in accordance with FASB ASC Topic 718, except the assumption of forfeitures is not made.(2)Mr. Altomari, Ms. Anderson, Mr. Brennan, Dr. Engelsen, Mr. Lee, Mr. McGirr, and Dr. Sharoky each received a grant of 6,899 RSUs in May 2019. Dr. Desjardins received a grant of 5,295 RSUs in November 2019. As of December 31, 2019, each of our directors held 6,899 RSUs except for Dr. Desjardins, who held 5,295 RSUs.(3)No option awards were granted to our directors in 2019. None of our other non-employee directors held options as of December 31, 2019.(4)Fees earned by Mr. Hayden in 2019 include $50,000 paid in connection with Mr. Hayden's retirement, in recognition of his service to the Board.(5)Dr. Desjardins's compensation was prorated to reflect her appointment as of November 12, 2019.Table of ContentsProposal No. 3PROPOSAL NO. 3
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM2020.2022. Shareholder ratification of the appointment of our independent registered public accounting firm is not required under Virginia law, our Articles of Incorporation or our Bylaws. However, the Board is submitting the appointment of Ernst & Young to our shareholders for ratification as a matter of good corporate governance. A representative of Ernst & Young is expected to attend the Annual Meeting and will have an opportunity to make a statement and respond to appropriate questions.Committee'sCommittee’s pre-approval policies and procedures, are detailed under "Audit“Audit Committee Report and Independent Auditor Fees."”Company'sCompany’s independent registered public accounting firm for the year ending December 31, 20202022 requires the affirmative vote of a majority of the votes properly cast on this proposal at the Annual Meeting. Abstentions are not considered votes cast and, therefore, will have no effect on the voting outcome. If your shares are held in street name, your broker or agent has discretionary authority to vote shares held through it in the absence of your instruction regarding how your shares should be voted."FOR"“FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2020.2022.74 INSMED PROXY STATEMENT 13 TO THE INSMED INCORPORATED 2019 INCENTIVE PLANThe Board of Directors adopted on March 30, 2020, subject to shareholder approval, Amendment No. 1, to the 2019 Incentive Plan (the Amendment) to providewhich provided for the issuance of 4,500,000 additional shares of Common Stock under the 2019 Incentive Plan, was approved by our shareholders at the 2020 Annual Meeting of Shareholders. The 2019 Incentive Plan was further amended by the Omnibus Amendment to Insmed Incorporated Incentive Plans, dated December 10, 2020, to permit the transfer of certain awards for estate-planning purposes. Amendment No. 2, which provided for the issuance of 2,750,000 additional shares of Common Stock under the 2019 Incentive Plan, was approved by our shareholders at the 2021 Annual Meeting of Shareholders. The Board of Directors adopted on March 30, 2022, subject to shareholder approval, Amendment No. 3 to the 2019 Incentive Plan (the “Amendment”) to provide for the issuance of 3,000,000 additional shares of Common Stock under the 2019 Incentive Plan. In addition, the Amendment also amends the 2019 Incentive Plan to restrict the administrator’s ability to accelerate the vesting or exercisability of all or any portion of an award granted thereunder, subject to certain exceptions. No other changes to the 2019 Incentive Plan are proposed or recommended. The Amendment is attached hereto as Appendix A.736,0912,316,343 shares available for future grant under the 2019 Incentive Plan (plus any shares that might be returned to the 2019 Incentive Plan as a result of future cancellations, terminations, expirations, forfeitures and lapses), based on awards outstanding as of the Record Date, and thereafter we will have limited ability to grant additional equity incentives under the 2019 Incentive Plan. WeAmong other activities, we continue to focus on the successful commercialization of ARIKAYCE in the US, Europe and Japan for appropriate patients, are seeking regulatory approvalscontinue to advance the post-approval confirmatory, frontline clinical trial program for ARIKAYCE, outsidethrough the US, such as in EuropeARISE trial and Japan,the ENCORE trial, and expectcontinue to design and conduct a Phase 3 program for INS1007 through which we willadvance the ASPEN trial of brensocatib, to seek to confirm the positive results seen in the WILLOW study.trial and to support a new drug application. We expect these activities to result in continued increases in our employee headcount and toheadcount. To ensure that we have sufficient equity plan capacity to compensate and incentivize our employees as we undertake these activities, the Board adopted the Amendment and strongly recommends that our shareholders approve the Amendment.long-termlong term shareholder value and aids in retention efforts, as awards generally vest over a number of years. In addition, we grant RSUs to non-employee directors annually as part of their compensation for service on the Board.4,500,0003,000,000 shares requested under the Amendment, in addition to the 736,0912,316,343 shares available for future grant under the 2019 Incentive Plan (plus any shares that might be returned to the 2019 Incentive Plan as a result of future cancellations, terminations, expirations, forfeitures and lapses), will be sufficient to fund the Company'sCompany’s annual stock option and RSU grants to current employees, PSU grants to our executive officers and other current key employees, as well as equity grants to new hires for at least the next year, which it believes appropriate taking into account the Company'sCompany’s planned growth. Upon a review of the remaining shares available for grant under our 2019 Incentive Plan and the anticipated need for future equity award issuances, the Board approved the Amendment and the share pool authorized for issuance thereunder to ensure that we have sufficient equity plan capacity to continue to provide our eligible employees and directors with appropriate equity-based incentives.75 INSMED PROXY STATEMENT Contents•Number of Shares Available for Grant under Existing Plan: As of the Record Date, 736,091 shares remained available for issuance under the 2019 Incentive Plan. There were no shares available to grant under prior incentive plans.•Number of Outstanding Awards Under All Plans: As of the Record Date, there were 13,155,696 outstanding stock options, which had a weighted average exercise price of $17.96 and a weighted average remaining contractual life of 7.30 years, and there were 931,384 RSU awards outstanding.•Burn Rate: Burn rate measures our usage of shares for our stock plans as a percentage of our outstanding shares. For 2019, 2018, and 2017, our burn rate was 3.42%, 1.95%, and 2.88%, respectively, resulting in an average annual burn rate of 2.75% over a three-year period. The rates were calculated by dividing the number of shares subject to awards granted during the year net of forfeitures and cancellations by the weighted average number of shares outstanding during the year.● Number of Shares Available for Grant under Existing Plan: As of the Record Date, 2,316,343 shares remained available for issuance under the 2019 Incentive Plan. There were no shares available to grant under prior incentive plans. ● Number of Outstanding Awards Under All Plans: As of the Record Date, there were 15,759,846 outstanding stock options, which had a weighted average exercise price of $22.47 and a weighted average remaining contractual life of 7.03 years, there were 1,175,931 RSU awards outstanding, and there were 271,615 PSU awards outstanding at the target level. ● Burn Rate: Burn rate measures our usage of shares for our stock plans as a percentage of our outstanding shares. For 2021, 2020 and 2019, our burn rate was 3.15%, 4.05%, and 3.42%, respectively, resulting in an average annual burn rate of 3.54% over a three-year period. The rates were calculated by dividing the number of shares subject to awards granted during the year net of forfeitures and cancellations by the weighted average number of shares outstanding during the year. 20192021 can be found under the heading "Compensation“Compensation Discussion and Analysis—20192021 Grants of Plan-Based Awards"Awards” and "Director“Director Compensation—Grant of Restricted Stock Units,"” respectively. During 2019,2021, awards covering 1,429,355945,726 plan shares of Common Stock were granted to our executive officers, awards covering 66,98585,028 plan shares were granted to our non-employee directors and awards covering 2,447,4992,651,059 plan shares were granted to our other employees.ExhibitExhibits 10.5 and 10.5.1, respectively, to the Company'sCompany’s Annual Report on Form 10-K for the year ended December 31, 20192020, (ii) the Omnibus Amendment to Insmed Incorporated Incentive Plans, attached as Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, (iii) Amendment No. 2, attached as Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, and (ii)(iv) the Amendment, attached hereto as Appendix A. The term "employees"“employees” in the following discussion is used to refer to officers and directors and other employees of the Company and its affiliates, where applicable.76 INSMED PROXY STATEMENT 8 nonemployeenine non-employee directors, 7six executive officers and 432644 other employees of the Company were so eligible.8,000,000,13,750,000, including the 4,500,0003,000,000 shares that would be added to the 2019 Incentive Plan under the Amendment, plus any shares of Common Stock subject to outstanding awards under the 2017 Incentive Plan, the 2015 Incentive Plan or the 2013 Incentive Plan, as of the effective date of the 2019 Incentive Plan, that, after such date, are canceled, terminate unearned, expire, are forfeited or lapse for any reason or are settled in cash without the delivery of shares. Shares of Common Stock issued under the 2019 Incentive Plan may either be authorized and unissued shares or previously issued shares acquired by the Company, including shares purchased in the open market. The number of shares of Common Stock available for issuance under the 2019 Incentive Plan will be reduced by (i) one share for each share of Common Stock subject to a stock option or stock appreciation right (SAR)(“SAR”) with an exercise or strike price of at least 100% of the fair market value of the underlying Common Stock on the date of grant, and (ii) 1.25 shares for each share of Common Stock subject to a full value award (e.g.(e.g., restricted stock or RSUs)RSUs (including PSUs)).77 INSMED PROXY STATEMENT (ISOs)(“ISOs”) granted under the 2019 Incentive Plan will not exceed 8,000,000,13,750,000, including the 4,500,0003,000,000 that are added to the 2019 Incentive Plan under the Amendment.plan'splan’s share pool that are not subject to this minimum vesting requirement. With respect to awards that entitle a participant to dividends or dividend equivalents, in no event may such dividends or dividend equivalents, if any, be paid to the participant prior to the vesting of the portion of the award to which such dividends or dividend equivalents relate.Table The administrator may not accelerate the vesting or exercisability of Contentsall or any portion of an award unless (i) explicitly provided under the terms of an award agreement, (ii) explicitly provided under the terms of an employment or service agreement, or (iii) in connection with a change in control or a grantee’s death or disability.78 INSMED PROXY STATEMENT Company'sCompany’s stock (a 10% Shareholder) will be at least 110% of the fair market value on such date). The option exercise price is payable in cash or such other method as determined by the administrator, including an irrevocable commitment by a broker to pay over such amount from a sale of the shares issuable under an option, the delivery of previously owned shares of Common Stock or withholding of shares of Common Stock deliverable upon exercise. Vesting may be based on continued employment, passage of time, attainment of age and/or service requirements, and/or satisfaction of performance conditions. The term of a stock option will in no event be greater than ten years (or, for an ISO granted to a 10% Shareholder, five years), provided that the term of a non-qualified stock option will be automatically extended if, at the time of its scheduled expiration, the participant holding such option is prohibited by law or by the Company'sCompany’s insider trading policy from exercising such option. Any such extension will expire on the 30th30th day following the date such prohibition no longer applies.Company'sCompany’s capitalization, at any time when the exercise price of an option is above the fair market value of a share of Common Stock, the Company may not, without shareholder approval: (i) reduce the exercise price of such option, (ii) exchange such option for cash, another award or a new option or SAR with a lower exercise price or (iii) otherwise reprice such option. Options may not be granted under the 2019 Incentive Plan in consideration for, and will not be conditioned upon the delivery of shares to the Company in payment of the exercise price and/or tax withholding obligation under, any other option. Holders of a stock option will have no voting rights or rights to receive dividends or dividend equivalents with respect to their stock option until they become the holder of record of the underlying shares.$14.39.$24.21.79 INSMED PROXY STATEMENT Company'sCompany’s capitalization, at any time when the exercise price of a SAR is above the fair market value of a share of Common Stock, the Company may not, without shareholder approval: (i) reduce the exercise price of such SAR, (ii) exchange such SAR for cash, another award or a new option or SAR with a lower exercise price or (iii) otherwise reprice such SAR. Holders of a SAR will have no voting rights or rights to receive dividends or dividend equivalents with respect to their SAR until they become the holder of record of the underlying shares.Company'sCompany’s security holders. The terms of any outstanding award will also be equitably adjusted by the administrator as to price, number or kind of shares subject to such award, vesting, and other terms to reflect the foregoing events, which adjustments need not be uniform as between different awards or different types of awards. No fractional shares of Common Stock will be issued pursuant to such an adjustment. In the event there is any other change in the number or kind of outstanding shares of Common Stock, or any stock or other securities into which such Common Stock will have been changed, or for which it will have been exchanged, by reason of a change in control, other merger, consolidation or otherwise, then the administrator will determine80 INSMED PROXY STATEMENT participant'sparticipant’s involuntary termination of employment or other service within 24 months following a change in control, provided that such termination does not result from disability, cause or gross misconduct: (i) in the case of an option or SAR, the participant will have the ability to exercise such option or SAR, including any portion of the option or SAR not previously exercisable, and the option or SAR will remain exercisable for a period of three years following such termination (or until expiration, if earlier), (ii) in the case of an award subject to performance conditions, the participant will have the right to receive a payment based on performance through a date determined by the administrator prior to the change in control (unless such performance cannot be determined, in which case the participant will have the right to receive a payment equal to the target amount payable), and (iii) in the case of outstanding restricted stock and/or RSUs not subject to performance conditions, all conditions to the grant, issuance, retention, vesting or transferability of, or any other restrictions applicable to, such award will immediately lapse.andor, for no consideration, to another Permitted Transferee of the participant. During the participant’s lifetime, each option or SAR isshall be exercisable only by the participant duringor by his or her lifetime. NotwithstandingPermitted Transferee to whom such options or SARs have been transferred during the foregoing,participant’s lifetime and, after the participant’s death, with respect to outstanding options, may be exercised followingby beneficiaries of the participant's deathparticipant, by the participant's beneficiariesany such Permitted Transferee or as permitted by the administrator.81 INSMED PROXY STATEMENT (a)increase the maximum number of shares of Common Stock for which awards may be granted under the 2019 Incentive Plan;(b)reduce the price at which options may be granted below the price provided for in the 2019 Incentive Plan;(c)reprice outstanding options or SARs;(d)extend the term of the 2019 Incentive Plan;(e)change the class of persons eligible to be participants; or(f)otherwise amend the 2019 Incentive Plan in any manner requiring shareholder approval by law or the rules of any stock exchange or market or quotation system on which the Common Stock is traded, listed or quoted.a. increase the maximum number of shares of Common Stock for which awards may be granted under the 2019 Incentive Plan; b. reduce the price at which options may be granted below the price provided for in the 2019 Incentive Plan; c. reprice outstanding options or SARs; d. extend the term of the 2019 Incentive Plan; e. change the class of persons eligible to be participants; or f. otherwise amend the 2019 Incentive Plan in any manner requiring shareholder approval by law or the rules of any stock exchange or market or quotation system on which the Common Stock is traded, listed or quoted. Company'sCompany’s recovery, recoupment, clawback and/or other forfeiture policies, as maintained by the Company from time to time.82 INSMED PROXY STATEMENT Federal Income Tax Treatment
FEDERAL INCOME TAX TREATMENT———83 INSMED PROXY STATEMENT ———Company's "coveredCompany’s “covered employees."” The definition of "covered employee"“covered employee” includes anyone who was the Company'sCompany’s CEO or CFO at any time during the year, as well as the Company'sCompany’s three other most highly-compensated executive officers during the year. Anyyear, and any such individual who is or became a covered employee after December 31, 2016 will always be treated as a covered employee, even after termination of employment. For taxable years beginning after December 31, 2026, the definition of “covered employee” will also include the employees who are among the five highest compensated employees for the applicable taxable year other than the Company’s CEO, CFO or three other most highly-compensated executive officers for such year. Accordingly, awards granted to the Company'sCompany’s covered employees under the 2019 Incentive Plan may not be fully deductible.—"excess“excess parachute payment"payment” within the meaning of Section 280G of the Code and is not disallowed by the $1,000,000 limitation on certain executive compensation under Section 162(m).—84 INSMED PROXY STATEMENT —2019,2021, we made stock-based awards from our 2019 Incentive Plan, and our 2017 Incentive Plan, and have outstanding grants under our 2017 Incentive Plan, 2015 Incentive Plan, 2013 Incentive Plan and 2000 Stock Incentive Plan (together with the 2019 Incentive Plan, 2017 Incentive Plan, 2015 Incentive Plan and the 2013 Incentive Plan, the Plans)“Plans”).2019,2021 with respect to the Plans.Plan Category Number of Securities
to be Issued
Upon Exercise
of Outstanding
Options and Rights Weighted Average
Exercise Price
of Outstanding
Options and Rights Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans 106,287 $19.10 3,868,698 4,345,188 $18.12 — 3,481,442 $15.80 — 1,496,326 $14.72 — 677,467 $3.93 — — 887,058 $21.48 — 10,993,768 3,868,698 (1)Represents shares of Common Stock issuable upon the exercise of outstanding stock optionsPlans and vesting of outstanding RSUs granted under our 2019 Incentive Plan.(2)Represents shares of Common Stock issuable upon the exercise of outstanding stock options and vesting of outstanding RSUs granted under our 2017 Incentive Plan. To the extent that awards granted under the 2017 Incentive Plan terminate unearned, expire, or are canceled, forfeited, lapse for any reason, or are settled in cash without the delivery of shares, the shares of Common Stock underlying such grants will again become available for purposes of the 2019 Incentive Plan.(3)Represents shares of Common Stock issuable upon the exercise of outstanding stock options granted under our 2015 Incentive Plan. To the extent that awards granted under the 2015 Incentive Plan terminate unearned, expire, or are canceled, forfeited, lapse for any reason, or are settled in cash without the delivery of shares, the shares of Common Stock underlying such grants will again become available for purposes of the 2019 Incentive Plan.(4)Represents shares of Common Stock issuable upon the exercise of outstanding stock options granted under our 2013 Stock Incentive Plan. To the extent that awards granted under the 2013 Incentive Plan terminate unearned, expire, or are canceled or, forfeited, lapse for any reason, or are settled in cash without the delivery of shares, the shares of Common Stock underlying such grants will again become available for purposes of the 2019 Incentive Plan.(5)Represents shares of Common Stock issuable upon the exercise of outstanding stock options granted under the 2000 Stock Incentive Plan.(6)Represents outstanding inducement grants of stock options we made in connection with the hiring of various employees. The vesting schedule for the shares of Common Stock subject to these options is as follows: 25% on the first anniversary of the date of grant and 12.5% of the shares vesting on each six-month anniversary thereafter until the fourth anniversary of the date of grant. NUMBER OF NUMBER OF SECURITIES WEIGHTED SECURITIES TO BE ISSUED AVERAGE REMAINING UPON EXERCISE AVAILABLE PLAN CATEGORY EXERCISE OF PRICE OF FOR FUTURE OUTSTANDING OUTSTANDING ISSUANCE OPTIONS AND OPTIONS AND UNDER EQUITY RIGHTS RIGHTS1 COMPENSATION PLANS 2019 Incentive Plan2 5,906,020 $26.99 5,226,409 2017 Incentive Plan3 3,134,294 $18.36 — 2015 Incentive Plan4 2,633,071 $15.94 — 2013 Stock Incentive Plan5 886,906 $15.38 — 2000 Stock Incentive Plan6 241,300 $4.64 — Equity Compensation Plans Not
Approved by Shareholders: — 2,307,083 $27.09 — Total 15,108,674 5,226,409 85 INSMED PROXY STATEMENT 1. Does not include outstanding RSUs, which do not require the payment of any exercise price upon their vesting. 2. Represents shares of Common Stock issuable upon the exercise of outstanding stock options and vesting of outstanding RSUs granted under our 2019 Incentive Plan. 3. Represents shares of Common Stock issuable upon the exercise of outstanding stock options and vesting of outstanding RSUs granted under our 2017 Incentive Plan. To the extent that awards granted under the 2017 Incentive Plan terminate unearned, expire, or are canceled, forfeited, lapse for any reason, or are settled in cash without the delivery of shares, the shares of Common Stock underlying such grants will again become available for purposes of the 2019 Incentive Plan. 4. Represents shares of Common Stock issuable upon the exercise of outstanding stock options granted under our 2015 Incentive Plan. To the extent that awards granted under the 2015 Incentive Plan terminate unearned, expire, or are canceled, forfeited, lapse for any reason, or are settled in cash without the delivery of shares, the shares of Common Stock underlying such grants will again become available for purposes of the 2019 Incentive Plan. 5. Represents shares of Common Stock issuable upon the exercise of outstanding stock options granted under our 2013 Stock Incentive Plan. To the extent that awards granted under the 2013 Incentive Plan terminate unearned, expire, or are canceled or, forfeited, lapse for any reason, or are settled in cash without the delivery of shares, the shares of Common Stock underlying such grants will again become available for purposes of the 2019 Incentive Plan. 6. Represents shares of Common Stock issuable upon the exercise of outstanding stock options granted under the 2000 Stock Incentive Plan. 7. Represents outstanding inducement grants of stock options we made in connection with the hiring of various employees. The vesting schedule for the shares of Common Stock subject to these options is as follows: 25% on the first anniversary of the date of grant and 12.5% of the shares vesting on each six-month anniversary thereafter until the fourth anniversary of the date of grant. "FOR"“FOR” THE APPROVAL OF THE AMENDMENT TO THE 2019 INCENTIVE PLAN.86 INSMED PROXY STATEMENT PROPOSALS FOR 2021 ANNUAL MEETING
Proposals For 2023 Annual Meeting20212023 Annual Meeting of Shareholders must be received at our offices no later than the close of business on December 1, 2020.2, 2022. All such proposals must comply with Rule 14a-8 under the Exchange Act and must be submitted to the Corporate Secretary, Insmed Incorporated, 700 US Highway 202/206, Bridgewater, New Jersey 08807.20212023 Annual Meeting of Shareholders must give timely written notice of any such business or nomination to our Corporate Secretary in advance of the meeting. Such written notice must comply with the requirements in our Bylaws and must be given, either by personal delivery or by United States registered or certified mail, postage prepaid, to our Corporate Secretary at the address given above no later than 120 days nor more than 150 days before the anniversary of the immediately preceding year'syear’s annual meeting. Accordingly, for the 20212023 Annual Meeting of Shareholders, our Corporate Secretary must receive such written notice no earlier than December 13, 202012, 2022 and no later than January 12, 2021.11, 2023. If the date of the 20212023 Annual Meeting of Shareholders is more than 30 days before or more than 60 days after May 12, 202111, 2023 (the anniversary of this year'syear’s Annual Meeting), then the written notice must be received no later than the 120th day prior to such Annual Meeting or, if later, the 10th day following the day on which public disclosure of the date of such Annual Meeting was first made. If a shareholder fails to meet these requirements or fails to satisfy the requirements of Rule 14a-4 under the Exchange Act, the named proxies may exercise discretionary voting authority under proxies that we solicit to vote on any such business or nomination in accordance with their best judgment. Our Bylaws are available on our website at www.insmed.com under the heading "Investor“Investor Relations—Corporate Governance"Governance” or by submitting a written request to the Corporate Secretary, Insmed Incorporated, 700 US Highway 202/206, Bridgewater, New Jersey 08807.87 INSMED PROXY STATEMENT ANNUAL REPORT ON FORMAnnual Report On Form 10-K2019,2021, including the financial statements and financial statement schedules. Requests should be directed to Ms. Christine Pellizzari,Mr. Michael Smith, Corporate Secretary, Insmed Incorporated, 700 US Highway 202/206, Bridgewater, New Jersey, 08807, (908) 977-9900. In connection with any such request, we will provide a list of exhibits to the Annual Report on Form 10-K for the year ended December 31, 2019,2021, and will provide copies of any such exhibit upon the payment of a reasonable fee.SEPARATE COPIES FOR BENEFICIAL HOLDERS
Separate Copies for Beneficial HoldersCompany'sCompany’s shares and wish to receive only one copy of our proxy materials in the future, you will need to contact your broker, bank or other agent to request that only a single copy of each document be mailed to all shareholders at the shared address in the future.88 INSMED PROXY STATEMENT Appendix A
Amendment No. 3 to the Insmed Incorporated 2019 Incentive Plan AMENDMENT NO. 1TO THEINSMED INCORPORATED 2019 INCENTIVE PLAN
March 30, 2022March 31, 2020"“CompanyCompany"”) sponsors and maintains the Insmed Incorporated 2019 Incentive Plan (the "(as amended by Amendment No. 1 thereto, dated March 31, 2020, the Omnibus Amendment to Insmed Incorporated Incentive Plans, dated December 10, 2020, and Amendment No. 2 thereto, dated April 1, 2021, the “PlanPlan"”);"“BoardBoard"”) the right to amend the Plan from time to time; andCompany'sCompany’s shareholders.Company'sCompany’s shareholders:1.The reference to "3,500,000" in Section 5(a) of the Plan is hereby amended and replaced with "8,000,000".2.The reference to "3,500,000" in Section 5(c) of the Plan is hereby amended and replaced with "8,000,000".3.This Amendment shall be and is hereby incorporated in, and forms a part of, the Plan. All other terms and provisions of the Plan shall remain unchanged except as specifically modified by this Amendment. The Plan, as amended by this Amendment, is hereby ratified and confirmed.1. The reference to “10,750,000” in Section 5(a) of the Plan is hereby amended and replaced with “13,750,000”. 2. The reference to “10,750,000” in Section 5(c) of the Plan is hereby amended and replaced with “13,750,000”. 3. A new Section 7(f) is added to the Plan, as follows: f. Restriction on Acceleration. The Administrator shall not accelerate the vesting or exercisability of all or any portion of an Award, unless (i) explicitly provided under the terms of an Award Agreement, (ii) explicitly provided under the terms of an employment or service agreement with a Participant, or (iii) in connection with a Change in Control or a Participant’s death or disability.4. This Amendment shall be and is hereby incorporated in, and forms a part of, the Plan. All other terms and provisions of the Plan shall remain unchanged except as specifically modified by this Amendment. The Plan, as amended by this Amendment, is hereby ratified and confirmed. [Signature page followsfollows]]A-1 INSMED PROXY STATEMENT By:A-2/s/ CHRISTINE PELLIZZARIName: Christine PellizzariTitle: Chief Legal Officer
INSMED PROXY STATEMENTVOTE BY INTERNET Before the Annual Meeting - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information through 11:59 P.M. Eastern Time on Monday, May 11, 2020. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During the Annual Meeting - www.virtualshareholdermeeting.com/INSM2020 You may attend the meeting via the Internet and vote during the meeting. Have your proxy card in hand when you access the web site and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions through 11:59 P.M. Eastern Time on Monday, May 11, 2020. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Votes must be received by 11:59 P.M. Eastern Time on Monday, May 11, 2020. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. C/O BROADRIDGE P.O. BOX 1342 BRENTWOOD, NY 11717 TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D00234-P36864 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. INSMED INCORPORATED For Withhold For All AllAllExcept To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. The Board of Directors recommends you vote FOR Item 1: !! ! 1. Election of Class II Directors Nominees: 01) 02) 03) Clarissa Desjardins, Ph.D. David W.J. McGirr Elizabeth McKee Anderson For Against Abstain The Board of Directors recommends you vote FOR Items 2, 3 and 4: ! ! ! ! ! ! ! ! ! 2. Advisory vote on the 2019 compensation of our named executive officers. 3. Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for Insmed Incorporated for the year ending December 31, 2020. Approval of an amendment to the Insmed Incorporated 2019 Incentive Plan. 4. Other business may be considered as may properly come before the meeting or any adjournment or postponement thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report on Form 10-K and Notice and Proxy Statement are available at www.proxyvote.com. D00235-P36864 INSMED INCORPORATED Annual Meeting of Shareholders May 12, 2020 at 9:00 AM Eastern Time This proxy is solicited by the Board of Directors The undersigned hereby appoints David R. Brennan, William H. Lewis and Christine Pellizzari, or any of them, with full power of substitution in each, as proxies (and if the undersigned is a proxy, substitute proxies) to vote all shares of Common Stock of Insmed Incorporated that the undersigned is entitled to vote at the Annual Meeting of Shareholders to be held on May 12, 2020 at 9:00 AM Eastern Time. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations or, in the absence of such recommendations, in the judgment of the proxy holders. Continued and to be signed on reverse side
