DEF 14A of INSMED Inc
Filed Apr 1, 2026 · FY20250001104506-26-000022
(AMENDMENT NO. )
| Outstanding Equity Awards at 2025 Fiscal Year End | 50 | | Potential Payments Upon Termination | 53 | | Compensation Committee Interlocks and Insider Participation | 56 | | Pay Ratio Disclosure | 57 | | Option Grant Practices Disclosure | 58 | | Pay Versus Performance Disclosure | 59 | | Director Compensation | 62 | | Proposal No. 3 Ratification of the Appointment of Independent Registered Public Accounting Firm | 64 | | Proposals for the 2027 Annual Meeting | 65 | | Annual Report on Form 10-K | 66 | | Separate Copies for Beneficial Holders | 67 | | General Information About the Annual Meeting and Voting | 68 |
Board Attributes (as of March 6, 2026)
Board Attributes (as of March 6, 2026)
Board Attributes (as of March 6, 2026)
| | | | | | | THE MAKEUP OF OUR BOARD | | | Our Board believes varied perspectives among its members expand the Board's ability to provide relevant guidance to our business. | |
Board Attributes (as of March 6, 2026)
| 2026 Proxy Statement | 3 |
Board Attributes (as of March 6, 2026)
| PROPOSAL NO. 1 | TABLE OF CONTENTS |
Board Attributes (as of March 6, 2026)
OUR DIRECTOR NOMINEES
Board Attributes (as of March 6, 2026)
| | Elizabeth McKee Anderson | | | | | Age: 68 | Director Since: November 2018 | | | | Committees: •Chair of the Nominations and Governance Committee •Member of the Audit Committee | | | | | Current Public Board Service: •Director, GSK plc (LSE/NYSE: GSK) •Director, BioMarin Pharmaceutical Inc. (Nasdaq: BMRN) •Director, Revolution Medicines, Inc. (Nasdaq: RVMD) | | Recent Public Board Service: •Director until August 2022, Bavarian Nordic (CPH: BAVA) | | | Current Private Board and Other Service: •Director, Aro Biotherapeutics Inc. •Member of the Board of Trustees, The Wistar Institute | | | | | Qualifications: Ms. Anderson has more than 30 years of leadership in biotechnology, pharmaceuticals, and vaccines. The Board believes that Ms. Anderson’s experience, including extensive global marketing and infectious disease experience, makes her well-suited to guide the Board in commercial and market access matters. | | | | | Education: •Rutgers University - B.S., engineering •Loyola University Maryland - M.B.A., finance | | | | | 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) | | |
Board Attributes (as of March 6, 2026)
| 4 | 2026 Proxy Statement |
Board Attributes (as of March 6, 2026)
| TABLE OF CONTENTS | PROPOSAL NO. 1 |
Board Attributes (as of March 6, 2026)
| | Clarissa Desjardins, Ph.D. | | | | Age: 59 | Director Since: November 2019 | | | Committee: •Chair of the Science and Technology Committee | | | | Recent Public Board Service: •Director until June 2023, BELLUS Health Inc. (Nasdaq: BLU; TSX: BLU) •Director until June 2021, Xenon Pharmaceuticals (Nasdaq: XENE) | | | | Qualifications: Dr. Desjardins has more than 30 years of leadership experience in biotechnology, pharmaceuticals, and research. The Board believes that Dr. Desjardins’ skills, including her unique experience in the founding of several pharmaceutical and biotechnology companies, leadership roles, corporate development expertise, public company experience and medical education, make her a valuable asset to the Board. | | | | 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 | | | | Career Highlights: Congruence Therapeutics (2021 - present) •Founder and CEO Clementia Pharmaceuticals Inc. (Nasdaq: CMTA) (2011 - 2019), acquired by Ipsen S.A. (Euronext: IPN; ADR: IPSEY) in 2019 •Founder •Director •President and CEO Centre of Excellence in Personalized Medicine (CEPMED) (2009 - 2011) •President and CEO •Director Caprion Pharmaceuticals Inc. (1998 - 2007) •Co-Founder •Senior Vice President, Corporate Development •Director Advanced Bioconcept Inc. (1992 - 1998) •Co-Founder •Vice President, Business Development | |
Board Attributes (as of March 6, 2026)
| 2026 Proxy Statement | 5 |
Board Attributes (as of March 6, 2026)
| PROPOSAL NO. 1 | TABLE OF CONTENTS |
Board Attributes (as of March 6, 2026)
OUR REMAINING BOARD MEMBERS The information below describes the primary experience, qualifications, and skills of each of our Class I directors, Leo Lee and William H. Lewis, and our Class III directors, David R. Brennan, Carol Schafer, and Melvin Sharoky, M.D. The term of the Class I directors will expire at the 2028 Annual Meeting of Shareholders, and the term of the Class III directors will expire at the 2027 Annual Meeting of Shareholders. Incumbent Directors Whose Term Expires at the 2028 Annual Meeting of Shareholders (Class I Directors)
Board Attributes (as of March 6, 2026)
| | Leo Lee | | | | Age: 56 | Director Since: May 2018 | | | Committees: •Member of the Compensation Committee •Member of the Science and Technology Committee | | | | Recent Public Board Service: •Non-Executive Director until 2024, Regeneus Ltd. (ASX: RGS) (Regeneus) | | | | Qualifications: Mr. Lee has more than 25 years of experience in the Pharma industry in Japan, one of our established geographies. The Board believes that Mr. Lee's experience in commercial leadership roles in Japan and the Asia Pacific region more broadly brings value to the Board as we continue our focus on operations in this geography. | | | | Education: •University of California, Los Angeles - B.S., molecular genetics and microbiology | | | | Career Highlights: Novartis Pharma (2020 - present) •President, China (2024 - present) •President, Japan (2020 - 2024) Regeneus (2017 - 2024) •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 | |
Board Attributes (as of March 6, 2026)
| 6 | 2026 Proxy Statement |
Board Attributes (as of March 6, 2026)
| TABLE OF CONTENTS | PROPOSAL NO. 1 |
Board Attributes (as of March 6, 2026)
| | William H. Lewis | | | | | Age: 57 | Director Since: September 2012 | Chair of the Board Since: November 2018 | | | CEO Since: September 2012 | | Consultant to the Board From: June - September 2012 | | | Current Public Board Service: •Chair of the Board of Directors, NewAmsterdam Pharma Company N.V. (Nasdaq: NAMS) | | | | | Qualifications: Mr. Lewis has 20 years of executive experience in the life sciences industry and a track record of success for 30 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. | | | | | Education: •Oberlin College - B.A. •Case Western Reserve University - M.B.A. •Case Western Reserve University - J.D. | | | | | Career Highlights: Insmed Incorporated (Nasdaq: INSM) (2012 - present) •Chair and CEO (2018 - present) •President and CEO (2012 - 2018) Aegerion Pharmaceuticals, Inc. (Formerly, Nasdaq: AEGR) (2005 - 2011) •Co-founder •President •Chief Financial Officer Wells Fargo & Co. (2002 - 2004) Robertson Stephens Capital (2000 - 2002) JP Morgan Chase & Co. (1995 - 2000) Foreign Service for the U.S. Government (1989 - 1992) | | |
Board Attributes (as of March 6, 2026)
| 2026 Proxy Statement | 7 |
Board Attributes (as of March 6, 2026)
| PROPOSAL NO. 1 | TABLE OF CONTENTS |
Board Attributes (as of March 6, 2026)
Incumbent Directors Whose Term Expires at the 2027 Annual Meeting of Shareholders (Class III Directors)
Board Attributes (as of March 6, 2026)
| | David R. Brennan | | | | | Age: 72 | Director Since: May 2014 | Lead Independent Director Since: November 2018 | | | Committee: •Chair of the Compensation Committee | | | | | Recent Public Board Service: •Chairman of the Board of Directors until 2021, Alexion Pharmaceuticals (Formerly, Nasdaq: ALXN) | | | | | Qualifications: Mr. Brennan has more than 50 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. | | | | | Education: •Gettysburg College – B.A., business administration | | | | | Career Highlights: Alexion (2014 - 2021) •Chairman until acquisition by AstraZeneca PLC •Interim CEO (2016 – 2017) •Director AstraZeneca PLC (NYSE: AZN) (1999 - 2012) •CEO •Executive Vice President of North America •Senior Vice President of Commercialization and Portfolio Management •Director Astra Merck, Inc. (1995 - 1999) Merck & Co., Inc. (1975 - 1994) | | |
Board Attributes (as of March 6, 2026)
| 8 | 2026 Proxy Statement |
Board Attributes (as of March 6, 2026)
| TABLE OF CONTENTS | PROPOSAL NO. 1 |
Board Attributes (as of March 6, 2026)
| | Carol A. Schafer | | | | | Age: 62 | Director Since: April 2020 | | | | Committees: •Member of the Audit Committee •Member of the Nominations and Governance Committee | | | | | Current Public Board Service: •Director, Kura Oncology, Inc. (Nasdaq: KURA) •Director, Immunome, Inc. (Nasdaq: IMNM) | | Recent Public Board Service: •Director until September 2022, Idera Pharmaceuticals, Inc. (Nasdaq: IDRA) •Director until April 2021, Five Prime Therapeutics, Inc. (Nasdaq: FPRX) (acquired by Amgen, Inc. (Nasdaq: AMGN)) •Director until January 2026, Repare Therapeutics, Inc. (Nasdaq: RPTX) (acquired by XenoTherapeutics, Inc.) | | | Qualifications: Ms. Schafer has more than 30 years of experience in investment banking, corporate finance and business development, including significant experience in financing and equity capital markets in the pharmaceutical and biotechnology industries; these qualifications, in addition to her recent cybersecurity training, make her a valuable asset to the Board. | | | | | Education: •Boston College - B.A., mathematics and computer science •New York University Stern School of Business - M.B.A. •NYU Law - Nasdaq Cyber Scholar Program | | | | | Career Highlights: Hyphen Advisors, LLC (2018 - present) •Managing Partner Wells Fargo Securities (2007 - 2018) •Vice Chair, Equity Capital Markets •Managing Director Lexicon Pharmaceuticals (Nasdaq: LXRX) (2003 - 2007) •Vice President, Finance and Business Development J.P. Morgan (1986 - 2003) •Managing Director, Equity Capital Markets Sector Head •Vice President | | |
Board Attributes (as of March 6, 2026)
| 2026 Proxy Statement | 9 |
Board Attributes (as of March 6, 2026)
| PROPOSAL NO. 1 | TABLE OF CONTENTS |
Board Attributes (as of March 6, 2026)
| | Melvin Sharoky, M.D. | | | | | Age: 75 | Director Since: May 2001 | Chairman From: June 2009 - December 2010 | | | Committees: •Member of the Nominations and Governance Committee •Member of the Science and Technology Committee | | | | | Qualifications: Dr. Sharoky has more than 35 years of experience in the pharmaceutical industry. The Board believes that, in addition to his medical experience as a physician, Dr. Sharoky’s background as an executive of pharmaceutical companies, as well as his public company board service, brings valuable senior management, leadership, financial, and strategic planning experience to the Board. | | | | | Education: •University of Maryland in Baltimore County - B.A., biology •University of Maryland School of Medicine - M.D. | | | | | Career Highlights: PRM Pharma, LLC (2023 - present) •Principal Par Pharmaceutical Companies, Inc. (2007 - 2012) •Director until acquisition by Endo International plc (Nasdaq: ENDP) Somerset Pharmaceuticals, Inc. (1995 - 2001; 2002 - 2007) •President •CEO •Consultant Watson Pharmaceuticals, Inc. (now Allergan PLC) (1995 - 1998) •President Circa Pharmaceuticals, Inc., a wholly-owned subsidiary of Watson Pharmaceuticals, Inc. (1988 - 1998) •President •CEO Pharmakinetics Laboratories, Inc. (1986 - 1988) •Vice President •Chief Medical Officer | | |
Board Attributes (as of March 6, 2026)
| 10 | 2026 Proxy Statement |
Board Attributes (as of March 6, 2026)
Corporate Governance CORPORATE GOVERNANCE MATTERS
Compensation Philosophy and Principles
Compensation Philosophy and Principles We operate in a competitive, rapidly changing, and heavily regulated industry. The long-term success of our business requires us to be resourceful, adaptable, and innovative, and the skills, talent, and dedication of our executive officers are critical components to this success. Therefore, our compensation program for our executive officers, including our NEOs, is designed to attract, retain, and incentivize the best possible talent. The Company’s compensation program for NEOs is structured to implement the following guiding principles: Align Executives’ Interests with those of our Shareholders A significant portion of our NEOs’ compensation is in the form of equity awards based on our belief that equity awards align management’s interests with the creation of sustainable long-term shareholder value. Executive officers are also subject to stock ownership guidelines that require them to maintain a minimum interest in Insmed stock. Use “At-Risk” Compensation to Incentivize Executives A substantial portion of our NEOs’ compensation is based on “at risk,” or variable, compensation, such as annual cash incentives and stock options. We believe this mix of compensation best aligns the interests of our NEOs with those of our shareholders over time and contributes to the achievement of short-term goals and the advancement of our long-term strategy through long-term goals. In 2025, approximately 94% of our CEO’s annual target direct compensation was “at risk,” and approximately 86% of our other NEOs’ annual target direct compensation was “at risk.” Annual target direct compensation as shown below consists of base salary, the target annual incentive award and the grant date fair value of RSUs and stock options granted in 2025.
Compensation Philosophy and Principles
Pay for Performance We reward each NEO for attaining established Company and individual goals. The attainment of these goals requires the NEO to dedicate his or her time, effort, skills and business experience to the long-term success of the Company and the maximization of shareholder value. Short-term performance of our NEOs is principally rewarded through annual cash incentives that reflect the achievement of corporate goals and, with respect to NEOs other than our CEO, individual goals. Long-term performance of our NEOs is largely rewarded through stock option and RSU awards that are eligible to vest over four years based on continued service and have a value tied to share price appreciation. From time-to-time we may also award performance stock units ("PSUs") to align pay to the delivery of key multi-year strategic priorities that lend themselves to quantitative and measurable goals, retain critical talent and reward creation of value for our shareholders. In 2022, we awarded an incremental grant of PSUs to a select group of senior leaders, including our NEOs, to retain them through a critical period for the Company in relation to the brensocatib clinical trials. The vesting of these awards was subject to robust goals based on the achievement of key milestones within a defined window, and our total shareholder return (“TSR”) relative to the Nasdaq Biotechnology Index (the “Nasdaq Biotech Index”) constituents. These PSUs vested in February 2025 upon achievement of the applicable performance and service conditions in connection with the acceptance and priority review by the FDA of our NDA for brensocatib for patients with non-cystic fibrosis bronchiectasis. This further aligned the compensation of our executives with the performance of the Company, was successful in retaining our critical talent, and contributed to unlocking long-term value for our shareholders in a timely manner, with Company TSR ranking in the top decile of the peer group. Further details on the 2022 PSUs can be found in “2022 Performance-Based Restricted Stock Units" on page 44. Following the success of the 2022 PSU program at driving performance and retaining our critical talent, in December 2025, we awarded an incremental grant of PSUs to align a select group of senior leaders and research personnel, including our NEOs, to incentivize the successful development of our early-stage research pipeline. Further details on the 2025 PSUs can be found in “2025 Performance-Based Restricted Stock Units." on page 45. Pay Competitively to Attract and Retain Skilled Executive Officers Our executive compensation program is designed to enable the Company to attract and retain individuals whose skills we believe are critical to the current and long-term success of the Company. Competition for top industry talent is intense, institutional knowledge is of material value, and loss of critical talent can be highly disruptive and can create risk for the Company. Accordingly, retention is a key objective of our executive compensation program. The program is designed to appropriately compensate our executive officers for the success of the Company from a competitive standpoint, so that they remain with the Company and continue to contribute to the Company’s long-term success. We seek to achieve this objective by setting target compensation levels appropriately relative to market and granting equity that vests based on continued service, and, in respect of the PSU awards, the additional achievement of performance milestones. Stock options further enhance retention given their alignment with long-term stock price performance, and provisions that reduce exercise periods to no longer than three months upon separation, with a one-year exercise period available upon a qualifying retirement for awards granted on or after December 4, 2025.
Risk Mitigation Policies and Practices
| Minimum ownership requirement | • CEO: 600% of base salary • Other NEOs: 300% of base salary | | Equity interests considered in assessing compliance | • Common stock held by the executive (directly or indirectly) • Stock options that are fully vested and in-the-money • Restricted stock units that are unvested | | Time horizon for compliance | • Five years from date of appointment as an NEO |
Executive Compensation Determination Process
Compensation Evaluation Processes and Criteria Given the high demand for the experienced and well-qualified executives we seek to employ, the Compensation Committee reviews data and information from a variety of sources such as outside surveys of compensation and benefits for executive officers in the biotechnology industry, as well as public information regarding executive compensation at peer biotechnology companies. The Compensation Committee also draws upon the personal knowledge of its members with respect to executive compensation at comparable companies. In determining the amount and composition of compensation elements (cash and non-cash elements and short- and long-term elements) for each NEO other than the CEO, our Compensation Committee reviews the performance of each executive officer holistically. In setting compensation levels for such officers for 2025, our Compensation Committee considered many factors, including, but not limited to, the following factors: •our achievement of certain product development, financial, strategic planning, and other goals; •for each NEO other than the CEO, such officer’s individual performance against pre-established goals, as discussed in more detail below; •the scope and strategic impact of each executive officer’s responsibilities; •our past business performance; •our long-term goals and strategies; •the experience of each executive officer; •past compensation levels of each executive officer and of the executives as a group; •internal equity and the relative levels of pay among executive officers; •the amount of each element of compensation in the context of each executive officer’s total compensation and other benefits; •for each executive officer other than the CEO, the evaluations and recommendations of our CEO; and •the competitiveness of our compensation relative to selected peer group companies and other survey data, which are described below. Consideration of these factors is subjective. No relative weights or rankings are assigned to them except as otherwise discussed in this CD&A. For the CEO’s compensation, the Compensation Committee reviews and evaluates the performance of the CEO and recommends to the independent Board members the individual elements of his total compensation. This takes into consideration, among other things, individual performance, experience, prior compensation levels, alignment of compensation outcomes and potential compensation with Company performance, retention concerns, our general performance objectives, and the compensation practices of peer companies and the markets in which we compete for executive talent. The Board then must approve the CEO’s compensation. The CEO is not present during voting or deliberations on his compensation.
Executive Compensation Determination Process
Selection of Peer Companies and Benchmarking The Compensation Committee, with the support of its independent compensation consultant, conducts an annual review of the peer group used for benchmarking compensation levels. The peer group used to inform 2025 compensation was approved by the Compensation Committee in August 2024. In assessing potential peers, consideration is given to publicly traded biopharmaceutical companies that are similar to the Company in terms of market capitalization, revenue, research and development expense, pipeline profile, and headcount. There is a focus on maintaining stability in peers over time, while also ensuring the group remains sufficiently robust and relevant. For 2025, given Insmed’s transformation and future growth profile following the announcement of ASPEN clinical trial data, the Compensation Committee approved a new compensation peer group. While screening criteria to identify potential peers remained broadly similar to prior years, the review resulted in 15 companies being added to the peer group and only two of the prior compensation peers being retained. The table below identifies our 2025 peer group:
Executive Compensation Determination Process
1.Acquired by Sanofi on July 18, 2025. 2.Was also included in the 2024 peer group. 3.Acquired by Johnson & Johnson on April 2, 2025. The number of employees at the companies in our 2025 peer group ranged from 610 to 10,000, with a median of 1,448. These companies had trailing one-month market capitalizations that ranged from approximately $6.3 billion to $24.5 billion, with a median of approximately $13.4 billion. Employee numbers were as of the most recently reported fiscal year-end prior to July 2024 and market capitalizations were the trailing one-month average as of July 5, 2024. The peer group was identified assuming an estimated 1,200 Company employees and a trailing one-month market capitalization of $10.3 billion as of July 5, 2024. Insmed was positioned at the 40th percentile on trailing one-month market capitalization and the 33rd percentile on headcount. Given the timing of the analysis, the data considered by the Compensation Committee in 2024 to inform 2025 compensation decisions was largely reflective of 2023 practices as disclosed by peers during 2024. WTW provided comparative data regarding base salaries, short-term cash incentives, and long-term equity incentives for relevant executive officer roles at companies in the 2025 peer group. Using this compensation data and relevant survey data, the Compensation Committee established benchmarks with primary reference to median peer practices for the purpose of evaluating compensation ranges for base salary, annual cash incentive targets, and long-term equity incentives for each of our NEOs.
Components of Compensation
| Component | Purpose of Component | | Base Salary | Provide our executive officers with a level of stability and certainty each year based on role, evolving responsibilities, experience, and competitive market positioning. | | Annual Cash Incentives | Motivate and reward executive officers for short-term corporate performance and, other than for our CEO, individual performance. | | Long-term Equity Incentives | Motivate and reward executive officers for long-term corporate performance. Align the interests of management and shareholders, thereby enhancing shareholder value. Attract, motivate, and retain talented employees. | | Health, Welfare, and Retirement Programs | Provide market competitive benefits to protect employees’ and their covered dependents’ health and welfare. Provide a program to foster retirement savings. | | Severance and Change in Control Benefits | Discourage turnover and mitigate the influence of a potential change in control on an executive officer’s decision-making due to concerns regarding job security. |
Components of Compensation
The components of our compensation program and compensation decisions for 2025 for each NEO are described in more detail below: Base Salary The Compensation Committee reviews and sets base salaries for executives, other than the CEO, on an annual basis during the first quarter of each year. The independent members of our Board annually determine the base salary for our CEO, taking into consideration the recommendation of our Compensation Committee. Our Board and Compensation Committee seek to establish and maintain base salaries for each position and level of responsibility that (i) are competitive with those of executive officers in our peer group and (ii) reflect individual performance contributions. Our Compensation Committee reviews variances between the salary levels for each of our executive officers and the executive officers of the companies included in our peer group and determines, in its discretion, individual salary adjustments after considering the factors described above, although no relative weights or rankings are assigned to these factors. In setting the base salary for our NEOs other than our CEO, the Compensation Committee also considers the recommendations of our CEO.
Components of Compensation
1.Mr. Smith was not an NEO for 2024. Annual Cash Incentives We maintain an annual cash incentive program for all of our employees to motivate and reward the attainment of annual corporate goals and individual goals. In establishing targets for the cash incentive awards for our executive officers, the Compensation Committee (and the Board, in the case of our CEO) considers target annual cash incentive opportunities extended to executive officers in similar positions at companies included in our peer group. The target cash incentive award percentages were updated in 2025 to ensure that target pay opportunities were market competitive with reference to median practices among compensation peers and to ensure an appropriate proportion of the target pay mix was tied to annual corporate performance in light of our growth and profile.
Components of Compensation
| | Target Cash Incentive Award Opportunity as a percentage of Base Salary (%) | | | Name | 2024 | 2025 | | William H. Lewis | 75 | 100 | | Sara Bonstein | 45 | 50 | | Roger Adsett | 50 | 50 | | Martina Flammer, M.D. | 45 | 50 | | Michael A. Smith1 | — | 50 |
Components of Compensation
With input from Mr. Lewis, the Compensation Committee made a qualitative determination following the end of the year as to the level of achievement by each of these NEOs with regard to his or her respective individual performance objectives. The Compensation Committee and CEO reviewed individual performance during the year for the non-CEO NEOs and determined that achievements versus objectives were above target for all NEOs. The Committee approved payout factors of 175% of target for Mr. Adsett, Mr. Smith, Ms. Bonstein, and Dr. Flammer, aligned with the corporate payout factor. In the aggregate, this resulted in our NEOs earning the following cash incentive awards for 2025 performance:
Components of Compensation
| | | | Allocation of Bonus | | Actual Bonus Achievement | | | | Name | Base Salary ($) | Target Bonus (%) | Corporate Goals (%) | Individual Goals (%) | Corporate Goals (%) | Individual Goals (%) | 2025 Cash Bonus ($) | | William H. Lewis | 854,550 | 100 | 100 | — | 175 | — | 1,495,463 | | Sara Bonstein | 583,190 | 50 | 75 | 25 | 175 | 175 | 510,292 | | Roger Adsett | 622,590 | 50 | 75 | 25 | 175 | 175 | 544,767 | | Martina Flammer, M.D. | 634,190 | 50 | 75 | 25 | 175 | 175 | 554,915 | | Michael A. Smith | 595,270 | 50 | 75 | 25 | 175 | 175 | 520,862 |
Components of Compensation
Long-term Equity Incentives One of the guiding principles of our executive compensation program is pay for performance, and we believe that a significant portion of our executives’ compensation should be performance-based to create appropriate incentives and rewards for achieving strategic goals that are critical drivers of shareholder value. In addition, the Compensation Committee believes and considers the following in approving equity plan design and award values: •Equity-based compensation creates an ownership culture that rewards our executives for maximizing shareholder value sustainably over time, and, in combination with stock ownership, aligns our executives’ interests with those of our long-term shareholders. •Equity incentives reward our executives for their contributions to the long-term success of the Company. •The combination of stock options and RSUs with four-year vesting periods drives performance and a long-term mindset while encouraging retention. •We believe stock options are a form of performance-based incentive compensation because they require stock price appreciation to deliver value to the holder, thereby aligning compensation earned with value shareholders receive over the same period of time; this relationship is evidenced in the pay versus performance section of this Proxy Statement. In determining the equity compensation awards to grant to our NEOs in 2025, the Board, with respect to our CEO, and the Compensation Committee, with respect to our remaining NEOs, considered each NEO’s role, the advice of our independent compensation consultant, and information regarding comparative equity compensation awards received by the executives in our peer group in the context of total compensation. Individual performance prior to the grant date was also considered. Generally, 75% of the award value is made in the form of stock options and 25% of the award value is made in the form of RSUs. We do not have any program, plan, or obligation that requires us to grant equity awards on specified dates, although the Company's longstanding practice has been to make annual equity grants in January and May of each year at the regularly scheduled meetings of the Compensation Committee and the Board. We believe this allows management, the Compensation Committee and the Board to conduct a fulsome review of all elements of compensation at the same point in the year. The Board, with respect to our CEO, and the Compensation Committee, with respect to our remaining NEOs, may also grant equity awards from time to time to incentivize retention or in recognition of a NEO’s expanded duties and responsibilities or continuing contributions to the Company’s performance.
Components of Compensation
| Name | Date of Grant | Options Granted1,2 | RSUs Granted3 | | William H. Lewis | 1/8/2025 | 109,490 | 22,824 | | | 5/15/2025 | 108,380 | 22,314 | | Sara Bonstein | 1/8/2025 | 31,930 | 6,657 | | | 5/15/2025 | 31,610 | 6,508 | | Roger Adsett | 1/8/2025 | 31,930 | 6,657 | | | 5/15/2025 | 31,610 | 6,508 | | Martina Flammer, M.D. | 1/8/2025 | 31,930 | 6,657 | | | 5/15/2025 | 31,610 | 6,508 | | Michael A. Smith | 1/8/2025 | 27,370 | 5,706 | | | 5/15/2025 | 27,100 | 5,578 |
Components of Compensation
1.Options granted on January 8, 2025 and May 15, 2025 have an exercise price of $65.72 and $67.22, respectively, the closing price of our Common Stock on the applicable grant date. 2.Shares of our Common Stock underlying these options vest over a four-year period, with 25% of the shares vesting on the first anniversary of the first day of the month immediately following the date of grant and 12.5% of the shares vesting every six months thereafter until fully vested. 3.RSUs vest 25% on each anniversary of the first day of the month immediately following the date of grant until fully vested. 2022 Performance-Based Restricted Stock Units In January 2022, select senior leaders, including our NEOs, received an award of PSUs. These awards reflected a combination of objectives to complement the existing annual awards of stock options and RSUs, which included retaining senior leaders through a critical period related to brensocatib and aligning senior leaders with unlocking value for our shareholders on an appropriately aggressive timeline. The PSUs vested in February 2025 upon the achievement of performance conditions based on brensocatib milestones, our TSR relative to the Nasdaq Biotech Index constituents, and service, as summarized below. At the time of grant, the Compensation Committee and the Board believed these goals to be appropriately challenging with strong alignment to shareholder interests as it related to the time horizon for achievement, the TSR modifier relative to peers, and final vesting being tied to the FDA accepting an NDA from Insmed for brensocatib. If the milestone conditions had not been achieved, if Insmed’s TSR was negative or below the 25th percentile relative to the Nasdaq Biotech Index constituents, if an executive did not remain in continuous employment as explained below, or if the FDA did not accept the NDA, no PSUs would have vested. In August 2024, the Compensation Committee assessed the relative TSR modifier and determined that Insmed's TSR was above the 90th percentile and therefore the 2.5x modifier applied, subject to achievement of the final milestone of the FDA accepting an NDA.
Components of Compensation
| Milestone Conditions | The issuance of a press release announcing certain top-line results from the ASPEN trial by the latter part of the second quarter of 2024 and the acceptance of an NDA by the FDA for brensocatib. If Insmed had not filed an NDA due to the clinical trial results, or the FDA did not accept an NDA, for brensocatib, PSUs would not have vested. When milestone conditions were achieved, the PSUs vested subject to the two further requirements summarized below. | | Relative TSR Modifier | To ensure any results related to brensocatib aligned with the creation of value for our long-term shareholders, a relative TSR modifier was applied to any PSUs that vested as a result of achieving the milestone conditions. TSR was assessed through the 30-days following the press release filing, with comparisons made to the Nasdaq Biotech Index constituents as follows: •If Insmed’s TSR was negative, or if Insmed’s TSR ranked below the 25th percentile, no PSUs would have vested regardless of milestone and service achievements •If Insmed’s TSR was at or above the 25th percentile and less than the 50th percentile, a 0.5x modifier would have applied, reducing the number of PSUs that vested by 50% •If Insmed’s TSR was at or above the 50th percentile and less than the 75th percentile, a 1.0x modifier would have applied •If Insmed’s TSR was at or above the 75th percentile, and less than the 90th percentile, a 2.0x modifier would have applied •If Insmed’s TSR was at or above the 90th percentile, indicating significant value had been created for our shareholders relative to peers, a 2.5x modifier would have applied | | Service Conditions | To ensure PSUs meet the objective of retaining senior leaders during the applicable period, a recipient must have remained in continuous employment with the Company through the later of the third anniversary of the grant date and the date the NDA for brensocatib was accepted by the FDA. |
Components of Compensation
2025 Performance-Based Restricted Stock Units Following the success of the 2022 PSUs at driving performance and retaining our critical talent, in December 2025 we awarded an incremental grant of PSUs to a select group of senior leaders and research personnel, including our NEOs, to incentivize the successful development of our early-stage research pipeline. Similar to the 2022 awards, these are intended to complement our annual grants of stock options and RSUs and the alignment created through the corporate objectives in our annual incentive plan. These PSUs strengthen the connection between pay and our multi‑year research and development progress while supporting retention of the highly sought‑after talent essential to our long‑term success. These PSUs may vest based on the number of investigational new drug ("IND") application acceptances achieved by December 31, 2028, along with continuous employment through February 1, 2029. The Compensation Committee and the Board believe these goals to be appropriately challenging and strongly aligned with long‑term shareholder interests, as they encourage sustained focus on the key drivers of future value under stable and proven leadership.
Components of Compensation
| Performance Condition | The payout will be based on the number of IND applications accepted over a three-year period ending December 31, 2028: | | | | | | | | | | Accepted IND applications: | 3 or fewer | 4 | 5 | 6 | 7 or more | | | | Payout (% of target PSUs): | —% | 50% | 100% | 150% | 200% | | | | If there are fewer than four IND applications accepted by the FDA, none of the PSUs will vest. Definition of successful IND application acceptance requires Insmed to conduct the studies that generated the product-related data included in the IND application (i.e., acquisition related filings where Insmed did not conduct the studies generating product-related data will be excluded from consideration). | | | | | | | Service Condition | | To ensure PSUs meet the objective of retaining senior leaders during this period, a recipient must remain in continuous employment with the Company through the vesting date of February 1, 2029. | | | | | |
Components of Compensation
| Name | Target Number of PSUs Granted | Notional Target Value on the Date of Grant ($)1 | | William H. Lewis | 22,851 | 4,499,819 | | Sara Bonstein | 6,474 | 1,274,860 | | Roger Adsett | 6,474 | 1,274,860 | | Martina Flammer, M.D. | 6,474 | 1,274,860 | | Michael A. Smith | 5,712 | 1,124,807 |
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding compensation earned by the NEOs in 2025, 2024, and 2023. To improve readability, the following columns have been removed from the table as there is no reportable information with respect to these items: “Change in Pension Value” and “Nonqualified Deferred Compensation Earnings.”
Summary Compensation Table
| Name And Principal Position | Year | Salary ($) | Bonus ($) | | Stock Awards1 ($) | Option Awards2 ($) | Non-Equity Incentive Plan Compensation3 ($) | All Other Compensation4 ($) | Total ($) | | William H. Lewis CEO | 2025 | 854,550 | — | | 2,999,940 | 9,000,033 | 1,495,463 | 117,407 | 14,467,393 | | | 2024 | 810,000 | — | | 2,206,246 | 6,618,734 | 1,215,000 | 93,591 | 10,943,571 | | | 2023 | 780,000 | — | | 2,206,232 | 6,616,654 | 702,000 | 106,374 | 10,411,260 | | Sara Bonstein Chief Financial Officer | 2025 | 583,190 | — | | 874,966 | 2,624,787 | 510,292 | 24,194 | 4,617,429 | | | 2024 | 530,170 | — | | 749,990 | 2,250,057 | 462,250 | 19,538 | 4,012,005 | | | 2023 | 511,010 | — | | 1,312,464 | 2,436,713 | 276,000 | 23,395 | 4,559,582 | | Roger Adsett Chief Operating Officer | 2025 | 622,590 | — | | 874,966 | 2,624,787 | 544,767 | 24,295 | 4,691,405 | | | 2024 | 598,640 | — | | 749,990 | 2,250,057 | 561,230 | 96,483 | 4,256,400 | | | 2023 | 577,000 | — | | 749,979 | 2,249,276 | 346,200 | 85,320 | 4,007,775 | | Martina Flammer, M.D. Chief Medical Officer | 2025 | 634,190 | — | | 874,966 | 2,624,787 | 554,915 | 27,655 | 4,716,513 | | | 2024 | 576,530 | 16,210 | 5 | 749,990 | 2,250,057 | 502,670 | 19,399 | 4,114,856 | | | 2023 | 555,690 | — | | 1,099,964 | 2,249,276 | 300,100 | 16,500 | 4,221,530 | | Michael A. Smith Chief Legal Officer6 | 2025 | 595,270 | — | | 749,951 | 2,250,113 | 520,862 | 21,964 | 4,138,160 | | | 2024 | — | — | | — | — | — | — | — | | | 2023 | — | — | | — | — | — | — | — |
Summary Compensation Table
1.Amounts in this column reflect grant date fair values of RSUs granted each year, calculated in accordance with FASB ASC Topic 718. In 2023, Ms. Bonstein and Dr. Flammer received additional grants of RSUs to provide a retention incentive going into 2024 and the anticipated ASPEN data release. Amounts are based on the closing price of our Common Stock on the Nasdaq Global Select Market on the date of grant. On December 15, 2025, PSUs were granted to each of our NEOs, the vesting of which are subject to performance and service conditions. On the grant date, the performance condition was deemed not probable and, therefore, no value is included in the Stock Awards or Total columns for the PSUs. Assuming the highest level of performance conditions will be achieved, the grant date fair values of the PSUs granted on December 15, 2025, calculated in accordance with FASB ASC Topic 718, were as follows: Mr. Lewis, $8,999,638; Ms. Bonstein, $2,549,720; Mr. Adsett, $2,549,720; Dr. Flammer, $2,549,720; and Mr. Smith, $2,249,614. 2.Amounts in this column reflect grant date fair values of stock option awards granted each year, calculated in accordance with FASB ASC Topic 718. The stock options expire 10 years from the date of grant, and the exercise price equals the closing price of our Common Stock on the date of grant. See Note 13, “Stock-Based Compensation” of the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, 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.”
Summary Compensation Table
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Summary Compensation Table
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Summary Compensation Table
4.The amounts in the “All Other Compensation” column consist of the following amounts: •In 2023, 2024, and 2025, Mr. Lewis received $13,200, $13,800, and $17,500, respectively, pursuant to our 401(k) plan. In 2024 and 2025, the Company paid long-term disability insurance premiums of $1,076 and $855, respectively, on Mr. Lewis's behalf. In 2024 and 2025, Mr. Lewis received $1,751 and $2,014, respectively, for certain incidentals. In 2023, 2024, and 2025, the Company also paid $93,174, $76,964, and $97,038, respectively, in travel expenses on Mr. Lewis’s behalf. The value of Mr. Lewis's personal use of Company-provided aircraft is based on the aggregate incremental per-hour cost to the Company based on the flight time flown from origination to destination. For trips that involve mixed non-business and business usage, we include the incremental cost of any non-business usage (i.e., the excess of the cost of the actual trip over the cost of a hypothetical trip without the non-business usage). •In 2023, 2024, and 2025, Ms. Bonstein received $13,200, $13,800, and $17,500, respectively, pursuant to our 401(k) plan. In 2024 and 2025, the Company paid long-term disability insurance premiums of $877 and $855, respectively, on Ms. Bonstein's behalf. In 2023, 2024 and 2025, Ms. Bonstein also received an additional $3,300 per year in HSA contributions pursuant to her participation in a tax qualified HSA and, in 2023, 2024, and 2025, received $268, $1,562, and $2,539, respectively, for certain incidentals. •In 2023, 2024, and 2025, Mr. Adsett received $13,200, $13,800, and $17,500, respectively, pursuant to our 401(k) plan. In 2024 and 2025, the Company paid long-term disability insurance premiums of $925 and $855, respectively, on Mr. Adsett's behalf. In 2023, 2024 and 2025, Mr. Adsett also received an additional $3,300 per year in HSA contributions pursuant to his participation in a tax qualified HSA, in 2023, received $250 in fitness reimbursements, and, in 2023, 2024, and 2025, received $301, $1,494, and $409, for certain incidentals, respectively. In 2023, 2024 and 2025, the Company also paid $68,270, $76,964, and $2,231, respectively, in travel expenses on Mr. Adsett’s behalf. •In 2023, 2024, and 2025, Dr. Flammer received $13,200, $13,800, and $17,500, respectively, pursuant to our 401(k) plan. In 2024 and 2025, the Company paid long-term disability insurance premiums of $910 and $855, respectively, on Ms. Flammer's behalf. In 2023, 2024, and 2025, Dr. Flammer also received an additional $3,300 in HSA contributions pursuant to her participation in a tax qualified HSA and, in 2024 and 2025, received $1,390 and $6,000, respectively, for certain incidentals. •In 2025, Mr. Smith received $17,500 pursuant to our 401(k) plan. In 2025, the Company paid long-term disability insurance premiums of $855 on Mr. Smith's behalf. In 2025, Mr. Smith also received an additional $3,300 in HSA contributions pursuant to his participation in a tax qualified HSA and, in 2025, received $309 for certain incidentals. 5.Represents the portion of Dr. Flammer's annual cash incentive award that was received as a result of the Compensation Committee’s exercise of discretion to approve a payout factor of 200%, rather than 175%, for Dr. Flammer’s individual performance objectives. 6.Mr. Smith was not an NEO for 2023 or 2024.
2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards The following table sets forth certain information regarding the annual cash incentive awards and equity grants made to our NEOs during the year ended December 31, 2025. No other plan-based awards were granted to any of our NEOs during 2025.
2025 Grants of Plan-Based Awards
| | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards1 | | | Estimated Possible Payouts Under Equity Incentive Plan Awards2 | | | All Other Stock Awards: Number Of Shares Of Restricted Stock Units (RSUs)3 (#) | All Other Option Awards: Number Of Securities Underlying Options4 (#) | Exercise Or Base Price Of Option Awards ($/SH) | Grant Date Fair Value Of Stock And Option Awards5 ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | William H. Lewis | — | — | 854,550 | 1,709,100 | — | — | — | — | — | — | — | | | 1/8/2025 (options) | — | — | — | — | — | — | — | 109,490 | 65.72 | 4,500,280 | | | 1/8/2025 (RSUs) | — | — | — | — | — | — | 22,824 | — | — | 1,499,993 | | | 5/15/2025 (options) | — | — | — | — | — | — | — | 108,380 | 67.22 | 4,499,753 | | | 5/15/2025 (RSUs) | — | — | — | — | — | — | 22,314 | — | — | 1,499,947 | | | 12/15/2025 (PSUs) | — | — | — | 11,426 | 22,851 | 45,702 | — | — | — | — |
2025 Grants of Plan-Based Awards
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2025 Grants of Plan-Based Awards
| | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards1 | | | Estimated Possible Payouts Under Equity Incentive Plan Awards2 | | | All Other Stock Awards: Number Of Shares Of Restricted Stock Units (RSUs)3 (#) | All Other Option Awards: Number Of Securities Underlying Options4 (#) | Exercise Or Base Price Of Option Awards ($/SH) | Grant Date Fair Value Of Stock And Option Awards5 ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Sara Bonstein | — | — | 291,595 | 583,190 | — | — | — | — | — | — | — | | | 1/8/2025 (options) | — | — | — | — | — | — | — | 31,930 | 65.72 | 1,312,393 | | | 1/8/2025 (RSUs) | — | — | — | — | — | — | 6,657 | — | — | 437,498 | | | 5/15/2025 (options) | — | — | — | — | — | — | — | 31,610 | 67.22 | 1,312,393 | | | 5/15/2025 (RSUs) | — | — | — | — | — | — | 6,508 | — | — | 437,468 | | | 12/15/2025 (PSUs) | — | — | — | 3,237 | 6,474 | 12,948 | — | — | — | — | | Roger Adsett | — | — | 311,295 | 622,590 | — | — | — | — | — | — | — | | | 1/8/2025 (options) | — | — | — | — | — | — | — | 31,930 | 65.72 | 1,312,393 | | | 1/8/2025 (RSUs) | — | — | — | — | — | — | 6,657 | — | — | 437,498 | | | 5/15/2025 (options) | — | — | — | — | — | — | — | 31,610 | 67.22 | 1,312,393 | | | 5/15/2025 (RSUs) | — | — | — | — | — | — | 6,508 | — | — | 437,468 | | | 12/15/2025 (PSUs) | — | — | — | 3,237 | 6,474 | 12,948 | — | — | — | — | | Martina Flammer, M.D. | — | — | 317,095 | 634,190 | — | — | — | — | — | — | — | | | 1/8/2025 (options) | — | — | — | — | — | — | — | 31,930 | 65.72 | 1,312,393 | | | 1/8/2025 (RSUs) | — | — | — | — | — | — | 6,657 | — | — | 437,498 | | | 5/15/2025 (options) | — | — | — | — | — | — | — | 31,610 | 67.22 | 1,312,393 | | | 5/15/2025 (RSUs) | — | — | — | — | — | — | 6,508 | — | — | 437,468 | | | 12/15/2025 (PSUs) | — | — | — | 3,237 | 6,474 | 12,948 | — | — | — | — | | Michael A. Smith | — | — | 297,635 | 595,270 | — | — | — | — | — | — | — | | | 1/8/2025 (options) | — | — | — | — | — | — | — | 27,370 | 65.72 | 1,124,967 | | | 1/8/2025 (RSUs) | — | — | — | — | — | — | 5,706 | — | — | 374,998 | | | 5/15/2025 (options) | — | — | — | — | — | — | — | 27,100 | 67.22 | 1,125,146 | | | 5/15/2025 (RSUs) | — | — | — | — | — | — | 5,578 | — | — | 374,953 | | | 12/15/2025 (PSUs) | — | — | — | 2,856 | 5,712 | 11,424 | — | — | — | — |
2025 Grants of Plan-Based Awards
1.Constitutes threshold, target, and maximum award opportunities for our NEOs 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.
2025 Grants of Plan-Based Awards
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2025 Grants of Plan-Based Awards
2.Reflects the 2025 PSUs, which were granted to our NEOs pursuant to the Insmed Incorporated Amended and Restated 2019 Incentive Plan, as amended. For discussion of the vesting conditions of the 2025 PSUs, see "Compensation Discussion & Analysis — 2025 Performance-Based Restricted Stock Units.” 3.Reflects RSUs granted to our NEOs pursuant to our equity incentive plans. RSUs vest 25% on each anniversary of the first day of the month immediately following the date of grant until fully vested. 4.The amounts shown in this column reflect stock options granted to our NEOs pursuant to our equity incentive plans. 25% of the shares subject to each option vest on the first anniversary of the first day of the month immediately following the date of grant and 12.5% of the shares vest every six months thereafter until fully vested. 5.Reflects grant date fair values of RSU and option awards granted during the year, calculated in accordance with FASB ASC Topic 718. See Note 13, “Stock-Based Compensation” of the consolidated financial statements in the Company’s Annual Report on Form 10-K for year ended December 31, 2025, regarding assumptions underlying valuation of all equity awards.
Narrative Disclosure to Summary Compensation Table and 2025 Grants of Plan-Based Awards Table
Narrative Disclosure to Summary Compensation Table and 2025 Grants of Plan-Based Awards Table The employment agreements for our NEOs generally provide for no fixed termination or other expiration dates. See “Potential Payments Upon Termination” for information regarding the terms of these agreements that would be relevant in the event of the executive’s termination or upon a change in control.
Outstanding Equity Awards at 2025 Fiscal Year End
Outstanding Equity Awards at 2025 Fiscal Year End The following table sets forth certain information regarding the equity awards held by each of our NEOs as of December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year End
| | 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 Date1 | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested2 ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested2 ($) | | William H. Lewis | 62,160 | | — | — | 17.16 | 5/17/2027 | — | | — | — | | — | | | 87,627 | | — | — | 30.46 | 1/4/2028 | — | | — | — | | — | | | 277,570 | | — | — | 13.91 | 1/3/2029 | — | | — | — | | — | | | 141,295 | | — | — | 23.75 | 1/3/2030 | — | | — | — | | — | | | 58,824 | | — | — | 34.03 | 1/7/2031 | — | | — | — | | — | | | 78,936 | | — | — | 26.46 | 5/12/2031 | — | | — | — | | — | | | 76,126 | | 14,854 | — | 26.43 | 1/6/2032 | — | | — | — | | — | | | 123,447 | | 22,445 | — | 17.07 | 5/11/2032 | — | | — | — | | — | | | 39,734 | | 30,762 | — | 19.74 | 1/5/2033 | — | | — | — | | — | | | 182,809 | | 129,042 | — | 18.95 | 5/11/2033 | — | | — | — | | — | | | 56,091 | | 93,487 | — | 29.13 | 1/4/2034 | — | | — | — | | — | | | 62,796 | | 104,660 | — | 25.83 | 5/13/2034 | — | | — | — | | — | | | — | | 109,490 | — | 65.72 | 1/8/2035 | — | | — | — | | — | | | — | | 108,380 | — | 67.22 | 5/15/2035 | — | | — | — | | — | | | — | | — | — | — | — | 155,351 | 3 | 27,037,288 | — | | — | | | — | | — | — | — | — | — | | — | 11,426 | 4 | 1,988,494 | | | 175,530 | 5 | — | — | 13.67 | 1/5/2027 | — | | — | — | | — |
Outstanding Equity Awards at 2025 Fiscal Year End
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Outstanding Equity Awards at 2025 Fiscal Year End
| | 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 ($) | Option Expiration Date1 | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested2 ($) | 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 Vested2 ($) | | Sara Bonstein | 8,580 | — | — | 26.46 | 5/12/2031 | — | | — | — | | — | | | 7,855 | 7,855 | — | 26.43 | 1/6/2032 | — | | — | — | | — | | | 23,740 | 11,870 | — | 17.07 | 5/11/2032 | — | | — | — | | — | | | 4,720 | 14,160 | — | 19.74 | 1/5/2033 | — | | — | — | | — | | | 39,603 | 59,404 | — | 18.95 | 5/11/2033 | — | | — | — | | — | | | 7,945 | 39,725 | — | 29.13 | 1/4/2034 | — | | — | — | | — | | | 26,685 | 44,475 | — | 25.83 | 5/13/2034 | — | | — | — | | — | | | — | 31,930 | — | 65.72 | 1/8/2035 | — | | — | — | | — | | | — | 31,610 | — | 67.22 | 5/15/2035 | — | | — | — | | — | | | — | — | — | — | — | 71,989 | 3 | 12,528,966 | — | | — | | | — | — | — | — | — | — | | — | 3,237 | 4 | 563,367 | | Roger Adsett | 88,060 | — | — | 14.56 | 10/3/2026 | — | | — | — | | — | | | 82,280 | — | — | 13.67 | 1/5/2027 | — | | — | — | | — | | | 76,600 | — | — | 17.16 | 5/17/2027 | — | | — | — | | — | | | 80,970 | — | — | 30.46 | 1/4/2028 | — | | — | — | | — | | | 231,310 | — | — | 13.91 | 1/3/2029 | — | | — | — | | — | | | 141,300 | — | — | 23.75 | 1/3/2030 | — | | — | — | | — | | | 54,720 | — | — | 34.03 | 1/7/2031 | — | | — | — | | — | | | 68,640 | — | — | 26.46 | 5/12/2031 | — | | — | — | | — | | | 74,978 | 10,712 | — | 26.43 | 1/6/2032 | — | | — | — | | — | | | 113,303 | 16,187 | — | 17.07 | 5/11/2032 | — | | — | — | | — | | | 21,787 | 13,073 | — | 19.74 | 1/5/2033 | — | | — | — | | — | | | 91,387 | 54,833 | — | 18.95 | 5/11/2033 | — | | — | — | | — | | | 23,835 | 39,725 | — | 29.13 | 1/4/2034 | — | | — | — | | — | | | 26,685 | 44,475 | — | 25.83 | 5/13/2034 | — | | — | — | | — | | | — | 31,930 | — | 65.72 | 1/8/2035 | — | | — | — | | — | | | — | 31,610 | — | 67.22 | 5/15/2035 | — | | — | — | | — | | | — | — | — | — | — | 64,638 | 3 | 11,249,598 | — | | — | | | — | — | — | — | — | — | | — | 3,237 | 4 | 563,367 |
Outstanding Equity Awards at 2025 Fiscal Year End
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Outstanding Equity Awards at 2025 Fiscal Year End
| | 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 Date1 | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested2 ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested2 ($) | | Martina Flammer, M.D. | — | 8,570 | — | 26.43 | 1/6/2032 | — | | — | — | | — | | | — | 12,949 | — | 17.07 | 5/11/2032 | — | | — | — | | — | | | — | 13,073 | — | 19.74 | 1/5/2033 | — | | — | — | | — | | | — | 54,833 | — | 18.95 | 5/11/2033 | — | | — | — | | — | | | — | 39,725 | — | 29.13 | 1/4/2034 | — | | — | — | | — | | | — | 44,475 | — | 25.83 | 5/13/2034 | — | | — | — | | — | | | — | 31,930 | — | 65.72 | 1/8/2035 | — | | — | — | | — | | | — | 31,610 | — | 67.22 | 5/15/2035 | — | | — | — | | — | | | — | — | — | — | — | 68,487 | 3 | 11,919,477 | — | | — | | | — | — | — | — | — | — | | — | 3,237 | 4 | 563,367 | | Michael A. Smith | 13,680 | — | — | 34.03 | 1/7/2031 | — | | — | — | | — | | | 17,160 | — | — | 26.46 | 5/12/2031 | — | | — | — | | — | | | 32,550 | — | — | 27.89 | 7/8/2031 | | | | | | | | | 39,987 | 5,713 | — | 26.43 | 1/6/2032 | — | | — | — | | — | | | 25,897 | 8,633 | — | 17.07 | 5/11/2032 | — | | — | — | | — | | | 18,156 | 10,894 | — | 19.74 | 1/5/2033 | — | | — | — | | — | | | 76,156 | 45,694 | — | 18.95 | 5/11/2033 | — | | — | — | | — | | | 21,847 | 36,413 | — | 29.13 | 1/4/2034 | — | | — | — | | — | | | 24,461 | 40,769 | — | 25.83 | 5/13/2034 | — | | — | — | | — | | | — | 27,370 | — | 65.72 | 1/8/2035 | — | | — | — | | — | | | — | 27,100 | — | 67.22 | 5/15/2035 | — | | — | — | | — | | | — | — | — | — | — | 52,501 | | 9,137,274 | — | | — | | | — | — | — | — | — | — | | — | 2,856 | 4 | 497,058 |
Outstanding Equity Awards at 2025 Fiscal Year End
1.Stock options granted prior to May 2024 have a vesting schedule of 25% on the first anniversary of the date of grant and 12.5% every six months thereafter until the fourth anniversary of the date of grant. Stock options granted in May 2024 and thereafter have a vesting schedule of 25% on the first anniversary of the first day of the month immediately following the date of grant and 12.5% every six months thereafter until fully vested. 2.Reflects the closing price of $174.04 per share of the Company’s Common Stock on the Nasdaq Global Select Market on December 31, 2025. 3.RSUs granted prior to May 2024 have a vesting schedule of 25% on each anniversary of the date of grant through the fourth anniversary of the date of grant. RSUs granted in May 2024 and thereafter vest 25% on each anniversary of the first day of the month immediately following the date of grant until fully vested. 4.Represents the number of 2025 PSUs that would vest based on achieving threshold performance goals. For discussion of the vesting conditions of the 2025 PSUs, see "Compensation Discussion & Analysis — 2025 Performance-Based Restricted Stock Units.” 5.Awards are held indirectly by William H. Lewis through Article 4 Trust under William Lewis Family Legacy Trust U/A 11/2/2020.
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Option Exercises and Stock Vested During 2025
Option Exercises and Stock Vested During 2025 The following table sets forth information with respect to stock options exercised and stock vested during the year ended December 31, 2025.
Option Exercises and Stock Vested During 2025
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | William H. Lewis | 366,188 | 28,441,257 | 234,906 | 17,960,414 | | Sara Bonstein | 191,555 | 14,188,419 | 105,360 | 7,987,763 | | Roger Adsett | — | — | 122,940 | 9,512,205 | | Martina Flammer, M.D. | 280,647 | 33,427,729 | 109,050 | 8,322,350 | | Michael A. Smith | 39,910 | 5,790,929 | 71,032 | 5,492,575 |
Potential Payments Upon Termination
Potential Payments Upon Termination Our NEOs 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 officer’s decision-making due to concerns regarding job security. If Mr. Lewis’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 Mr. 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’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), his pro-rata bonus would be based on actual performance for the year of 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. Lewis’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, full vesting of all equity awards (other than any PSUs, which will vest in accordance with the applicable award agreement), 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’s, Dr. Flammer’s, or Mr. Smith's employment is terminated by us without cause or by the departing executive for good reason within two years after a change in control of the Company, the 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 or 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. Bonstein’s, Mr. Adsett’s, Dr. Flammer’s, or Mr. Smith's employment be terminated by us without cause or by the departing executive for good reason prior to the date of a change in control or more than two years after a change in control, the 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
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Potential Payments Upon Termination
her pro-rata bonus would be based on actual performance for the year of termination, his 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, and his or her continuation of health benefits under COBRA would be limited to up to 12 months. Should the departing executive’s employment be terminated due to his or her death or disability, the 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, full vesting of all equity awards (other than any PSUs, which will vest in accordance with the applicable award agreement), 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. For purposes of the employment agreements, the term “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 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. For purposes of the employment agreements, the term “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 (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. For purposes of the employment agreements, the term “change in 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 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. To protect our business and goodwill, during the employment term and for a period of 12 months after the termination of an executive’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; 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.
Potential Payments Upon Termination
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Potential Payments Upon Termination
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 “golden parachute” rules of Section 280G of the Code and the excise tax of Section 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 to the extent necessary to avoid any payments becoming nondeductible under Section 280G of the Code or subject to the excise tax under Section 4999 of the 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. The table below summarizes the hypothetical payments that could have been made by us with respect to each of the NEOs below, assuming that a qualified termination under the applicable agreement had occurred on December 31, 2025 as a result of termination without cause or for good reason during the two-year period immediately following a change in control.
Potential Payments Upon Termination
| | Cash Severance1 ($) | Pro-Rata Bonus2 ($) | Benefits3 ($) | Value of Accelerated Equity4 ($) | Total ($) | | William H. Lewis | 3,418,200 | 854,550 | 150 | 113,985,735 | 118,258,635 | | Sara Bonstein | 1,312,178 | 291,595 | 150 | 47,259,693 | 48,863,616 | | Roger Adsett | 1,400,828 | 311,295 | 150 | 46,203,045 | 47,915,318 | | Martina Flammer, M.D. | 1,426,928 | 317,095 | 150 | 46,048,476 | 47,792,649 | | Michael A. Smith | 1,339,358 | 297,635 | 150 | 38,275,957 | 39,913,100 |
Potential Payments Upon Termination
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 two times his base salary plus two times the target bonus. The cash severance figures for Ms. Bonstein, Mr. Adsett, Dr. Flammer, and Mr. Smith 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.Reflects the cost to the Company of certain continued health benefits. 4.The value represents the acceleration of all applicable equity awards outstanding as of December 31, 2025. 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 $174.04, the closing price of our Common Stock on December 31, 2025, and the exercise price of the options, (ii) RSUs is calculated by multiplying the number of RSUs subject to accelerated vesting by $174.04, the closing price of our Common Stock on December 31, 2025, and (iii) PSUs is calculated by multiplying the number of PSUs subject to accelerated vesting by $174.04, the closing price of our Common Stock on December 31, 2025.
Potential Payments Upon Termination
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Potential Payments Upon Termination
The following table summarizes the hypothetical payments that could have been made by us with respect to each of the NEOs below, assuming that a qualified termination under the applicable agreement had occurred on December 31, 2025 as a result of termination without cause or for good reason prior to the date of a change in control or following the two-year period after a change in control.
Potential Payments Upon Termination
| | Cash Severance1 ($) | Pro-Rata Bonus2 ($) | Benefits3 ($) | Value of Accelerated Equity4 ($) | Total ($) | | William H. Lewis | 2,136,375 | 854,550 | 150 | 78,715,821 | 81,706,896 | | Sara Bonstein | 583,190 | 291,595 | 100 | 24,699,781 | 25,574,666 | | Roger Adsett | 622,590 | 311,295 | 100 | 24,077,538 | 25,011,523 | | Martina Flammer, M.D. | 634,190 | 317,095 | 100 | 23,922,968 | 24,874,353 | | Michael A. Smith | 595,270 | 297,635 | 100 | 18,823,618 | 19,716,623 |
Potential Payments Upon Termination
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 Mr. Smith consist of one times their respective base salaries. 2.The value used in the table assumes the full target bonus for the year. 3.Reflects the cost to the Company of certain continued health benefits. 4.For Mr. Lewis, the value represents the acceleration of all time-based vesting equity outstanding as of December 31, 2025 granted at least one year prior to the termination date. For Ms. Bonstein, Mr. Adsett, Dr. Flammer, and Mr. Smith, 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 $174.04, the closing price of our Common Stock on December 31, 2025, and the exercise price of the options, and (ii) RSUs is calculated by multiplying the number of RSUs subject to accelerated vesting by $174.04, the closing price of our Common Stock on December 31, 2025. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 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, 2025.
Potential Payments Upon Termination
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Potential Payments Upon Termination
DODD-FRANK MANDATED PAY RATIO DISCLOSURE 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 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. •In 2025, we determined the median of the annual total compensation of all employees of our company (other than Mr. Lewis) for 2025 was $284,512. •For 2025, the annual total compensation of Mr. Lewis, as reported in the Summary Compensation Table, was $14,467,393. 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 50.85. 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: 1.We determined that, as of December 31, 2025, our employee population, excluding Mr. Lewis, consisted of approximately 1,663 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 2025. 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 2025. In doing so, we annualized the salary of all permanent employees who were hired in 2025 but did not work for us the entire fiscal year. The fair value of option awards granted during 2025 was calculated using the Black-Scholes valuation model pursuant to the assumptions described in Note 13, “Stock-Based Compensation” of the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. 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 NEOs, as set forth in the Summary Compensation Table. This process resulted in a median employee with annual total compensation of $284,512 for 2025. The SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’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.
Potential Payments Upon Termination
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Potential Payments Upon Termination
OPTION GRANT PRACTICES DISCLOSURE We do not have any program, plan, or obligation that requires us to grant equity awards on specified dates, although the Company’s longstanding practice has been to make annual equity grants in January and May of each year at the regularly scheduled meetings of our Compensation Committee and Board. We believe this allows management, the Compensation Committee and the Board to conduct a fulsome review of all elements of compensation on a consistent basis each year. The Board, with respect to our CEO, and the Compensation Committee, with respect to our remaining NEOs, may also grant equity awards from time to time in recognition of a NEO’s expanded duties and responsibilities or continuing contributions to the Company’s performance. Neither the Compensation Committee nor the Board takes material nonpublic information into account when determining the timing and terms of grants of equity compensation. Further, we do not have any program, plan or practice to time grant dates of equity compensation awards in coordination with the release of material nonpublic information and have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Pursuant to Item 402(x) of Regulation S-K under the Exchange Act, we are providing the following information regarding awards granted to named executive officers of the Company on: •January 8, 2025, which was two business days before the filing of a Current Report on Form 8-K with which the Company furnished a slide presentation to be used by management at the 43nd Annual J.P. Morgan Healthcare Conference; and •May 15, 2025, which was one business day before the filing of a Current Report on Form 8-K in which the Company reported the results of the 2025 Annual Meeting.
Potential Payments Upon Termination
| | Grant date | Number of securities underlying the award | Per share exercise price of the award ($) | Grant date fair value of the award ($) | Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information (%) | | William H. Lewis | 1/8/2025 | 109,490 | 65.72 | 4,500,280 | 4.88 | | | 5/15/2025 | 108,380 | 67.22 | 4,499,753 | 0.98 | | Sara Bonstein | 1/8/2025 | 31,930 | 65.72 | 1,312,393 | 4.88 | | | 5/15/2025 | 31,610 | 67.22 | 1,312,393 | 0.98 | | Roger Adsett | 1/8/2025 | 31,930 | 65.72 | 1,312,393 | 4.88 | | | 5/15/2025 | 31,610 | 67.22 | 1,312,393 | 0.98 | | Martina Flammer, M.D. | 1/8/2025 | 31,930 | 65.72 | 1,312,393 | 4.88 | | | 5/15/2025 | 31,610 | 67.22 | 1,312,393 | 0.98 | | Michael A. Smith | 1/8/2025 | 27,370 | 65.72 | 1,124,967 | 4.88 | | | 5/15/2025 | 27,100 | 67.22 | 1,125,146 | 0.98 |
Potential Payments Upon Termination
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Potential Payments Upon Termination
DODD-FRANK MANDATED PAY VERSUS PERFORMANCE DISCLOSURE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, the Company must annually disclose in its proxy statement the relationship between Company performance and the “compensation actually paid” (“CAP”) to the Principal Executive Officer (“PEO”) and other NEOs. The following tables and related disclosures contain information regarding PEO CAP and the average CAP to our NEOs for each of the last five years. They also provide information regarding company performance over the same periods and the relationship of CAP to company performance. For information about how the Compensation Committee seeks to align pay with performance when making compensation decisions, see “Compensation Discussion and Analysis.” Pay Versus Performance Table
Potential Payments Upon Termination
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | Year | Summary Compensation Table Total for PEO1 ($) | Compensation Actually Paid to PEO2 ($) | Average Summary Compensation Table Total for Non-PEO NEOs3 ($) | Average Compensation Actually Paid to Non-PEO NEOs4 ($) | Total Shareholder Return5 ($) | Peer Group Total Shareholder Return6 ($) | GAAP Net Income (Loss) ($ in thousands) | | 2025 | 14,467,393 | 127,861,600 | 4,540,877 | 44,102,871 | 523 | 120 | (1,276,775) | | 2024 | 10,943,571 | 51,862,690 | 4,123,249 | 19,665,192 | 207 | 91 | (913,772) | | 2023 | 10,411,260 | 17,719,035 | 4,169,997 | 7,124,646 | 93 | 92 | (749,567) | | 2022 | 7,789,898 | 4,334,915 | 3,964,362 | 2,740,466 | 60 | 89 | (481,534) | | 2021 | 7,322,642 | 2,807,467 | 3,323,439 | 1,870,969 | 82 | 99 | (434,654) |
Potential Payments Upon Termination
1.Reflects compensation (as reported in the Summary Compensation Table (“SCT”)) for our Chair and CEO, Mr. Lewis, who served as our PEO in all five years. 2.Calculated in accordance with Item 402(v)(2) of Regulation S-K. The following adjustments were made to Mr. Lewis’s SCT total compensation as reported in the SCT for 2025 to determine CAP.
Potential Payments Upon Termination
| Year | Summary Compensation Table Total ($) | Deductions for Reported Grant Date Fair Value of Stock AwardsA ($) | Deductions for Reported Grant Date Fair Value of Option AwardsA ($) | Additions for Pay Versus Performance Equity AdjustmentsB ($) | Compensation Actually Paid ($) | | 2025 | 14,467,393 | (2,999,940) | (9,000,033) | 125,394,180 | 127,861,600 |
Potential Payments Upon Termination
A.Reflects the amounts reported in the Stock Awards and Option Awards columns of the SCT.
Potential Payments Upon Termination
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Potential Payments Upon Termination
B.The pay versus performance equity adjustments reflect the aggregated sum of the following values.
Potential Payments Upon Termination
| Year | Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Covered Year ($) | Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Covered Year ($) | Total Pay Versus Performance Equity AdjustmentsC ($) | | 2025 | 33,719,805 | 65,026,329 | 26,648,045 | 125,394,180 |
Potential Payments Upon Termination
C.Amounts may not sum due to rounding of underlying elements for reporting purposes. 1.Measurement date equity fair values are calculated with assumptions derived on a basis consistent with those used for grant date fair value purposes. RSUs are valued based on the closing stock price on the relevant measurement date. Prior to vesting, PSUs were valued with an assumed payout factor of 0%, consistent with the assumption for ASC 718 purposes. For 2025, the value of PSUs reflects the number of PSUs that vested multiplied by the closing stock price on the date of vesting. Stock options are valued using a Black-Scholes model as at the relevant measurement dates. 3.Reflects compensation for the following non-PEO NEOs: 2025: Ms. Bonstein, Mr. Adsett, Dr. Flammer, and Mr. Smith 2022, 2023 and 2024: Ms. Bonstein, Mr. Adsett, Dr. Flammer, and Mr. Wise 2021: Ms. Bonstein, Mr. Adsett, Dr. Flammer, Ms. Schaeffer, and Ms. Pellizzari 4.Average CAP for the non-PEO NEOs has been calculated in accordance with Item 402(v)(2) of Regulation S-K. The following adjustments were made to average 2025 SCT total compensation to determine average CAP.
Potential Payments Upon Termination
| Year | Average Summary Compensation Table Total ($) | Deductions for Average Reported Grant Date Fair Value of Stock AwardsA ($) | Deductions for Average Reported Grant Date Fair Value of Option AwardsA ($) | Additions for Average Pay Versus Performance Equity AdjustmentsB ($) | Average Compensation Actually PaidC ($) | | 2025 | 4,540,877 | (843,712) | (2,531,119) | 42,936,825 | 44,102,871 |
Potential Payments Upon Termination
A.Reflects the average amounts reported in the Stock Awards and Option Awards columns of the SCT. B.The pay versus performance equity adjustments reflect the aggregated sum of the following values.
Potential Payments Upon Termination
| Year | Average Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Covered Year ($) | Average Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Average Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Covered Year ($) | Total Pay Versus Performance Equity AdjustmentsC ($) | | 2025 | 9,483,235 | 22,789,226 | 10,664,365 | 42,936,825 |
Potential Payments Upon Termination
C.Amounts may not sum due to rounding of underlying elements for reporting purposes. 5.Total shareholder return is the only financial performance measure that is currently, and was through the years presented in the table, used in incentive plans to link CAP to Company performance. 6.The Nasdaq Biotech Index is the selected Peer Group for TSR comparisons as included on the total return chart included on our Annual Report on Form 10-K for each reported year.
Potential Payments Upon Termination
| 60 | 2026 Proxy Statement |
Potential Payments Upon Termination
| TABLE OF CONTENTS | EXECUTIVE COMPENSATION |
Compensation Actually Paid versus Company Performance
Compensation Actually Paid versus Company Performance The following graph visually describes the relationship between CAP to our PEO and the average CAP to our non-PEO NEOs, to the cumulative TSR of Insmed. In addition, the graph compares the cumulative TSR of Insmed to our selected peer group, the Nasdaq Biotech Index. The following graph visually describes the relationship between CAP to our PEO and the average CAP to our non-PEO NEOs, to GAAP net income (loss). Insmed does not consider GAAP net income (loss) as a relevant measure for determining our executive compensation given the lifecycle stage of our company. The movement in CAP across the five-year time horizon does not move meaningfully or deliberately in relation to the reported GAAP net income (loss).
Compensation Actually Paid versus Company Performance
| 2026 Proxy Statement | 61 |
Compensation Actually Paid versus Company Performance
| EXECUTIVE COMPENSATION | TABLE OF CONTENTS |
Tabular List of Company Performance Measures
| Name | Fees Earned or Paid in Cash ($) | Stock Awards1,2,3 ($) | Total ($) | | Alfred F. Altomari4 | 32,693 | — | 32,693 | | Elizabeth McKee Anderson | 92,864 | 340,000 | 432,864 | | David R. Brennan | 125,000 | 340,000 | 465,000 | | Clarissa Desjardins, Ph.D. | 85,000 | 340,000 | 425,000 | | Leo Lee | 85,000 | 340,000 | 425,000 | | David W.J. McGirr | 90,000 | 340,000 | 430,000 | | Carol A. Schafer | 87,500 | 340,000 | 427,500 | | Melvin Sharoky, M.D. | 85,000 | 340,000 | 425,000 |