DEF 14A of INSMED Inc, Apr 1, 2024

DEF 14A of INSMED Inc

Filed Apr 1, 2024 · FY20230001140361-24-016917

Open on EDGAR

  1. ELECTION OF CLASS III DIRECTORS

    ELECTION OF CLASS III DIRECTORS Our Bylaws currently provide that the number of directors constituting our Board will be designated by a resolution of the Board, provided that in no event will the size of the Board exceed 12 directors, consistent with the limitation in our Articles of Incorporation. Our Board has adopted resolutions providing for up to 10 directors. The directors are divided into three classes—Class I, Class II, and Class III. Each class of directors serves for three years on a staggered term basis, and the term of our Class III directors will expire at the Annual Meeting. Accordingly, the Board has nominated David R. Brennan, Leo Lee, Carol A. Schafer and Melvin Sharoky, M.D. for election as Class III directors. Each of the nominees was recommended for election by the Nominations and Governance Committee, and such recommendation was approved by the Board. If elected, the term of office for these nominees will expire at our 2027 Annual Meeting of Shareholders. If one of these bona fide nominees set forth in this Proxy Statement is unable to serve or for good cause will not serve, proxy holders may vote for another nominee proposed by the Board or, as an alternative, the Board may reduce the number of directors to be elected at the Annual Meeting. The information below describes the primary experience, qualifications and skills of Mr. Brennan, Mr. Lee, Ms. Schafer and Dr. Sharoky.

  2. ELECTION OF CLASS III DIRECTORS

    | 6 | INSMED PROXY STATEMENT |

  3. ELECTION OF CLASS III DIRECTORS

    | David R. Brennan, age 70 | | | Director since May 2014 Chair of the Compensation Committee Lead Independent Director since November 2018 Current Public Board Service: None Recent Public Board Service: Chairman of the Board of Directors until 2021, Alexion | Career Highlights: Alexion Pharmaceuticals (Formerly, Nasdaq: ALXN) (Alexion) (2014 - 2021) • Chairman until acquisition by AstraZeneca PLC • Interim CEO (2016 – 2017) • Director AstraZeneca PLC (NYSE: AZN) (1999 - 2012) • CEO • Executive Vice President of North America • Senior Vice President of Commercialization and Portfolio Management • Director Astra Merck, Inc. (1995 - 1999) Merck & Co., Inc. (1975 - 1994) Education: Gettysburg College – B.A., business administration | | Qualifications: Mr. Brennan has more than 45 years of experience in the pharmaceutical industry. The Board believes that Mr. Brennan’s experience at public pharmaceutical companies, including board experience and roles in executive management, commercialization, and product management, makes him a valuable asset to the Board. | |

  4. ELECTION OF CLASS III DIRECTORS

    | INSMED PROXY STATEMENT | 7 |

  5. ELECTION OF CLASS III DIRECTORS

    | Leo Lee, age 54 | | | Director since May 2018 Member of the Compensation Committee Member of the Science and Technology Committee Current Public Board Service: Non-Executive Director, Regeneus | Career Highlights: Novartis Pharma (2020 - present) • President, Japan Regeneus Ltd. (ASX: RGS) (Regeneus) (2017 - present) • Non-Executive Director • CEO (2019 – 2020) Merck KGaA (2015 - 2017) • President, Japan Allergan plc (2011 - 2015) • President, Japan Merck & Co. (2008 - 2011) • Vice President of Sales IQVIA (Cegedim Dendrite) (2003 - 2008) • General Manager • Vice President of Sales and Marketing, Asia Pacific • Director of Global Accounts Operation, Asia Accelrys, Inc. (1997 - 2003) • Senior Director of Western Regional Sales • President and Representative Director • General Manager of Asia Pacific • Sales Manager for Asia Pacific Education: University of California, Los Angeles - B.S., molecular genetics and microbiology | | Qualifications: Mr. Lee has more than 25 years of experience in the pharmaceutical industry in Japan. The Board believes that Mr. Lee’s experience in commercial leadership roles in Japan and the Asia Pacific region brings value to the Board as the Company expands in this geography. | |

  6. ELECTION OF CLASS III DIRECTORS

    | 8 | INSMED PROXY STATEMENT |

  7. ELECTION OF CLASS III DIRECTORS

    | Carol A. Schafer, age 60 | | | Director since April 2020 Member of the Audit Committee Member of the Nominations and Governance Committee Current Public Board Service: Director, Kura Oncology, Inc. (Nasdaq: KURA) Director, Repare Therapeutics, Inc. (Nasdaq: RPTX) Director, Immunome, Inc. (Nasdaq: IMNM) Recent Public Board Service: Director until September 2022, Idera Pharmaceuticals, Inc. (Nasdaq: IDRA) Director until April 2021, Five Prime Therapeutics, Inc. (Nasdaq: FPRX) (acquired by Amgen, Inc. (Nasdaq: AMGN)) | Career Highlights: Hyphen Advisors, LLC (2018 - present) • Managing Partner Wells Fargo Securities (2007 - 2018) • Vice Chair, Equity Capital Markets • Managing Director Lexicon Pharmaceuticals (Nasdaq: LXRX) (2003 - 2007) • Vice President, Finance and Business Development J.P. Morgan (1986 - 2003) • Managing Director, Equity Capital Markets Sector Head • Vice President Education: Boston College - B.A., mathematics and computer science New York University Stern School of Business - M.B.A. | | Qualifications: Ms. Schafer has more than 35 years of experience in investment banking, corporate finance and business development, including significant experience in financing and equity capital markets in the pharmaceutical and biotechnology industries, making her a valuable asset to the Board. | |

  8. ELECTION OF CLASS III DIRECTORS

    | INSMED PROXY STATEMENT | 9 |

  9. ELECTION OF CLASS III DIRECTORS

    | Melvin Sharoky, M.D., age 73 | | | Director since May 2001 Chairman from June 2009 - December 2010 Member of the Nominations and Governance Committee Member of the Science and Technology Committee Current Public Board Service: None | Career Highlights: PRM Pharma, LLC (2023 - present) • Principal Par Pharmaceutical Companies, Inc. (2007 - 2012) • Director until acquisition by Endo International plc (Nasdaq: ENDP) Somerset Pharmaceuticals, Inc. (1995 - 2001; 2002 - 2007) • President • CEO • Consultant Watson Pharmaceuticals, Inc. (now Allergan PLC) (1995 - 1998) • President Circa Pharmaceuticals, Inc., a wholly-owned subsidiary of Watson Pharmaceuticals, Inc. (1988 - 1998) • President • CEO Pharmakinetics Laboratories, Inc. (1986 - 1988) • Vice President • Chief Medical Officer Education: University of Maryland in Baltimore County - B.A., biology University of Maryland School of Medicine - M.D. | | Qualifications: Dr. Sharoky has more than 35 years of experience in the pharmaceutical industry. The Board believes that, in addition to his medical experience as a physician, Dr. Sharoky’s background as an executive of pharmaceutical companies, as well as his public company board service, brings valuable senior management, leadership, financial, and strategic planning experience to our Board. | |

  10. VOTE REQUIRED FOR ELECTION OF DIRECTOR NOMINEES

    VOTE REQUIRED FOR ELECTION OF DIRECTOR NOMINEES Our Class III directors will be elected by a plurality of the votes properly cast on this proposal at the Annual Meeting. Votes withheld and broker non-votes will not have any effect on the outcome of this vote. THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE CLASS III DIRECTOR NOMINEES.

  11. VOTE REQUIRED FOR ELECTION OF DIRECTOR NOMINEES

    | 10 | INSMED PROXY STATEMENT |

  12. OUR REMAINING BOARD MEMBERS

    OUR REMAINING BOARD MEMBERS The information below describes the primary experience, qualifications, and skills of each of our Class I directors, Alfred F. Altomari and William H. Lewis and our Class II directors, Elizabeth McKee Anderson, Clarissa Desjardins, Ph.D. and David W.J. McGirr. The term of the Class I directors will expire at the 2025 Annual Meeting of Shareholders, and the term of the Class II directors will expire at the 2026 Annual Meeting of Shareholders.

  13. Incumbent Directors Whose Term Expires at the 2025 Annual Meeting of Shareholders (Class I Directors)

    Incumbent Directors Whose Term Expires at the 2025 Annual Meeting of Shareholders (Class I Directors)

  14. Incumbent Directors Whose Term Expires at the 2025 Annual Meeting of Shareholders (Class I Directors)

    | Alfred F. Altomari, age 65 | | | Director since August 2012 Member of the Compensation Committee Member of the Audit Committee Current Public Board Service: Executive Chairman, Agile Recent Public Board Service: Director until May 2022, Baudax Bio, Inc. (Nasdaq: BXRX) Director until March 2020, Recro Pharma, Inc. (Nasdaq: REPH) | Career Highlights: Agile Therapeutics, Inc. (Nasdaq: AGRX) (Agile) (2004 - present) • Chairman of the Board and CEO (2016 – present) • President and CEO (2010 – 2016) • Director (2004 – present) • Executive Chairman (2004 – 2010) Barrier Therapeutics, Inc. (2003 - 2008) • Director • Multiple senior management positions including CEO, Chief Operating Officer, and Chief Commercial Officer Johnson & Johnson (NYSE: JNJ) (1982 - 2003) • Numerous executive roles in general management, commercial operations, business development, product launch preparation, and finance Education: Drexel University - B.S., finance Drexel University - B.S., accounting Rider University - M.B.A. | | Qualifications: Mr. Altomari is a pharmaceutical industry veteran with more than 40 years of experience. The Board believes that Mr. Altomari’s executive experience in pharmaceutical companies with commercialized products, product launches, and more than 20 years of focus on the development and marketing of specialty pharmaceutical products, along with his public company board service, makes him uniquely suited to guide the Board in strategic planning, as well as operational and commercial matters. | |

  15. Incumbent Directors Whose Term Expires at the 2025 Annual Meeting of Shareholders (Class I Directors)

    | INSMED PROXY STATEMENT | 11 |

  16. Incumbent Directors Whose Term Expires at the 2025 Annual Meeting of Shareholders (Class I Directors)

    | William H. Lewis, age 55 | | | Director since September 2012 Chair of the Board since November 2018 CEO since September 2012 Consultant to the Board from June - September 2012 Current Public Board Service: Chair of the Board of Directors, NewAmsterdam Pharma Company N.V. (Nasdaq: NAMS) | Career Highlights: Insmed Incorporated (Nasdaq: INSM) (2012 - present) • Chair and CEO (2018 - present) • President and CEO (2012 - 2018) Aegerion Pharmaceuticals, Inc. (Formerly, Nasdaq: AEGR) (2005 - 2011) • Co-founder • President • Chief Financial Officer Wells Fargo & Co. (2002 - 2004) Robertson Stephens Capital (2000 - 2002) JP Morgan Chase & Co. (1995 - 2000) Foreign Service for the US Government (1989 - 1992) Education: Oberlin College - B.A. Case Western Reserve University - M.B.A. Case Western Reserve University - J.D. | | Qualifications: Mr. Lewis has more than 15 years of executive experience in the life sciences industry and a track record of success for over 25 years in the pharmaceutical and finance industries both in the United States and internationally. During his tenure at Aegerion, Mr. Lewis played a pivotal role in re-orienting the company’s strategy to focus on rare disease indications, enabling Aegerion to conduct a successful initial public offering in 2010. The Board believes that Mr. Lewis brings significant qualifications to his role as Chair due to his experience as our CEO since 2012 and his experience as an executive at Aegerion. His professional experience offers the Board significant insights and experience with financing, orphan drug development and commercialization, and international business development. | |

  17. Incumbent Directors Whose Term Expires at the 2025 Annual Meeting of Shareholders (Class I Directors)

    | 12 | INSMED PROXY STATEMENT |

  18. Incumbent Directors Whose Term Expires at the 2026 Annual Meeting of Shareholders (Class II Directors)

    Incumbent Directors Whose Term Expires at the 2026 Annual Meeting of Shareholders (Class II Directors)

  19. Incumbent Directors Whose Term Expires at the 2026 Annual Meeting of Shareholders (Class II Directors)

    | Elizabeth McKee Anderson, age 66 | | | Director since November 2018 Chair of the Nominations and Governance Committee Current Public Board Service: Director, GSK plc (LSE/NYSE: GSK) Director, BioMarin Pharmaceutical Inc. (Nasdaq: BMRN) Director, Revolution Medicines, Inc. (Nasdaq: RVMD) Recent Public Board Service: Director until August 2022, Bavarian Nordic (CPH: BAVA) Current Private Board and Other Service: Director, Aro Biotherapeutics Inc. Member of the Board of Trustees, The Wistar Institute | Career Highlights: Janssen Pharmaceuticals, Inc., a Johnson & Johnson company (2003 - 2014) • Worldwide Vice President, Global Strategic Marketing and Market Access, Infectious Diseases and Vaccines • Worldwide Vice President, Global Strategic Marketing and Market Access, Vaccines • Worldwide Vice President, Immunology, Global Strategic Marketing • Worldwide Vice President, BIO Strategic Marketing • Vice President, Global Biologics Strategic Marketing, Centocor • Vice President, Strategic Planning & Market Research, Centocor Wyeth (1997 - 2002) • Vice President & General Manager, Wyeth Lederle Vaccines Rhone-Poulenc Rorer Pharmaceuticals Inc. (1993 - 1997) • Senior Vice President and General Manager, North America, Centeon LLC • Vice President and General Manager, North America, Armour Pharmaceutical Company • Vice President, Worldwide Business Operations, Armour Pharmaceutical Company American National Red Cross (1983 - 1993) Mobay Chemical Company (1979 - 1983) Education: Rutgers University - B.S., engineering Loyola University Maryland - M.B.A., finance | | Qualifications: Ms. Anderson has more than 30 years of leadership in biotechnology, pharmaceuticals, and vaccines. The Board believes that Ms. Anderson’s experience, including extensive global marketing and infectious disease experience, makes her well-suited to guide the Board in commercial and market access matters. | |

  20. Incumbent Directors Whose Term Expires at the 2026 Annual Meeting of Shareholders (Class II Directors)

    | INSMED PROXY STATEMENT | 13 |

  21. Incumbent Directors Whose Term Expires at the 2026 Annual Meeting of Shareholders (Class II Directors)

    | Clarissa Desjardins, Ph.D., age 57 | | | Director since November 2019 Chair of the Science and Technology Committee Current Public Board Service: None Recent Public Board Service: Director until June 2023, BELLUS Health Inc. (Nasdaq: BLU; TSX: BLU) Director until June 2021, Xenon Pharmaceuticals (Nasdaq: XENE) | Career Highlights: Congruence Therapeutics (2021 - present) • Founder and CEO Clementia Pharmaceuticals Inc. (Nasdaq: CMTA) (2011 - 2019), acquired by Ipsen S.A. (Euronext: IPN; ADR: IPSEY) in 2019 • Founder • Director • President and CEO Centre of Excellence in Personalized Medicine (CEPMED) (2009 - 2011) • President and CEO • Director Caprion Pharmaceuticals Inc. (1998 - 2007) • Co-Founder • Senior Vice President, Corporate Development • Director Advanced Bioconcept Inc. (1992 - 1998) • Co-Founder • Vice President, Business Development Education: McGill University - B.Sc., anatomical sciences and history and philosophy of science McGill University - Ph.D., neurology and neurosurgery McGill University - Medical Research Council postdoctoral fellow, Douglas Hospital Research Centre | | Qualifications: Dr. Desjardins has more than 30 years of leadership experience in biotechnology, pharmaceuticals, and research. The Board believes that Dr. Desjardins’ skills, including her unique experience in the founding of several pharmaceutical and biotechnology companies, leadership roles, corporate development expertise, public company experience and medical education, make her a valuable asset to the Board. | |

  22. Incumbent Directors Whose Term Expires at the 2026 Annual Meeting of Shareholders (Class II Directors)

    | 14 | INSMED PROXY STATEMENT |

  23. Incumbent Directors Whose Term Expires at the 2026 Annual Meeting of Shareholders (Class II Directors)

    | David W.J. McGirr, age 69 | | | Director since October 2013 Chair of the Audit Committee Current Public Board Service: Director, Rhythm Pharmaceuticals, Inc. (Nasdaq: RYTM) Director, X4 Pharmaceuticals, Inc. (Nasdaq: XFOR) Recent Public Board Service: Director until March 2020, Menlo Therapeutics Inc. (Nasdaq: MNLO) (name changed to VYNE Therapeutics Inc. (Nasdaq: VYNE)) | Career Highlights: Menlo Therapeutics Inc. (2017 – 2020) • Director until merger with Foamix Pharmaceuticals Ltd. Roka Bioscience, Inc. (2013 – 2018) • Director until sale of assets to the Institute for Environmental Health, Inc. Relypsa, Inc. (2013 – 2016) • Director until acquisition by Galencia AG Cubist Pharmaceuticals, Inc. (2002 – 2014), acquired by Merck & Co., Inc. (NYSE: MRK) in 2015 • Senior Advisor to the CEO • Senior Vice President • Chief Financial Officer • Treasurer hippo inc. (1999 – 2003) • Chief Operating Officer • President • Director GAB Robins North America, Inc. (1996 – 1999) • CEO • President Private Equity Investor (1995 – 1996) S.G. Warburg Group (1978 – 1995) • Chief Administrative Officer • Managing Director of S.G. Warburg & Co., Inc. Education: University of Glasgow – B.S., civil engineering University of Pennsylvania – M.B.A. | | Qualifications: Mr. McGirr has more than 30 years of experience as a senior financial executive, including nearly 12 years at Cubist, during which the company secured a number of product approvals and launched these products across multiple markets. The Board believes that Mr. McGirr brings a unique combination of skills to the Board, including public company executive and board experience, capital markets insight, operational and corporate development experience, and significant expertise in the healthcare sector, specifically with infectious diseases. Mr. McGirr’s background as a senior financial executive provides significant value to the Board in the areas of accounting, financing, and business development. | |

  24. Incumbent Directors Whose Term Expires at the 2026 Annual Meeting of Shareholders (Class II Directors)

    | INSMED PROXY STATEMENT | 15 |

  25. Align Executives’ Interests with those of our Shareholders

    Align Executives’ Interests with those of our Shareholders A significant portion of our NEOs’ compensation is in the form of equity awards based on our belief that equity awards align management’s interests with the creation of sustainable long-term shareholder value. Executive officers are also subject to share ownership guidelines which require them to maintain a minimum interest in Insmed stock.

  26. Pay for Performance

    Pay for Performance We reward each NEO for attaining established Company and individual goals. The attainment of these goals requires the NEO to dedicate his or her time, effort, skills and business experience to the long-term success of the Company and the maximization of shareholder value. A significant portion of the NEOs’ compensation is based both on Company and individual performance, and our executive compensation program is designed to reward both short-term and long-term performance. Short-term performance of our NEOs is principally rewarded through annual cash incentives that reflect the achievement of corporate goals and, with respect to NEOs other than our CEO, individual goals. Long-term performance of our NEOs is largely rewarded through stock option and RSU awards that are eligible to vest based on continued service and have a value tied to share price appreciation. In addition, an incremental award of PSUs was made in 2022 to align a select group of senior leaders, including our NEOs, and retain them through a critical period for the Company in relation to the brensocatib clinical trials. The vesting of these awards is subject to robust goals based on the achievement of key milestones within a defined window, and a total shareholder return (“TSR”) assessment relative to the Nasdaq Biotechnology Index (the “Nasdaq Biotech Index”). If the milestone conditions are not achieved, if TSR is negative or below the 25th percentile relative to the Nasdaq Biotech Index constituents, or if an executive does not remain in continuous employment for a defined period, no PSUs will vest. This further aligns the compensation of our executives with the performance of the Company, and our success in unlocking long-term value for our shareholders in a timely manner. Further details on the PSUs can be found in “2022 Performance-Based Restricted Stock Units.”

  27. Corporate Governance Perspectives on our Executive Compensation Program

    | • | Performance metrics that govern incentive compensation are established by our Compensation Committee at the start of each fiscal year and performance against those metrics are reviewed by our Compensation Committee at the end of the year; |

  28. Corporate Governance Perspectives on our Executive Compensation Program

    | • | Payouts made pursuant to individual and corporate multiplier ranges are capped at a predetermined maximum amount, irrespective of performance that exceeds objectives; |

  29. Corporate Governance Perspectives on our Executive Compensation Program

    | • | Our Compensation Committee has the ability to exercise its discretion to reduce or eliminate incentive compensation payouts; |

  30. Corporate Governance Perspectives on our Executive Compensation Program

    | • | Our independent compensation consultant reports directly to the Compensation Committee and meets regularly with the Compensation Committee; |

  31. Corporate Governance Perspectives on our Executive Compensation Program

    | • | The employment agreements for our NEOs do not provide for tax “gross-ups” or payments on a change in control absent termination of the NEO’s employment; and |

  32. Corporate Governance Perspectives on our Executive Compensation Program

    | • | Our executive compensation program seeks to balance short-term pay opportunities through annual cash incentives with long-term incentive opportunities through equity awards and employs both fixed compensation components (base salary) and variable compensation components (annual cash incentives and equity awards). |

  33. Role of the Compensation Consultant

    Role of the Compensation Consultant The Compensation Committee is authorized to select and retain its own independent compensation consultant and has routinely sought the advice of an independent compensation consultant regarding our executive compensation practices. During 2023, WTW, in addition to attending meetings, provided support on matters including long-term incentive design, executive officer and director compensation, investor engagement, and regulatory updates. The Compensation Committee evaluates the independence of its compensation consultant on an annual basis and has concluded that WTW was independent during its tenure in 2023.

  34. Compensation Evaluation Processes and Criteria

    | • | our long-term goals and strategies; |

  35. Compensation Evaluation Processes and Criteria

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

  36. Selection of Peer Companies and Benchmarking

    Selection of Peer Companies and Benchmarking The Compensation Committee, with the support of its independent compensation consultant, conducts an annual review of the peer group used for benchmarking compensation levels. The peer group used to inform 2023 compensation was approved by the Compensation Committee in August 2022. In assessing potential peers, consideration is given to publicly traded biopharmaceutical companies that are similar to the Company in terms of market capitalization, revenue, research and development expense, pipeline profile, and headcount. There is a focus on maintaining stability in peers over time, while ensuring the group remains sufficiently robust and relevant. Compared to our 2022 peer group, the 2023 peer group reflects (i) the addition of the companies that are marked by an asterisk below, (ii) the removal of Acceleron Pharma Inc. following completion of Merck’s acquisition of Acceleron in 2021, and (iii) the removal of Clovis Oncology, Inc., Heron Therapeutics, and Omeros Corporation given their relative size and pipeline. The Compensation Committee concluded that these adjustments to the peer group were appropriate given the number of employees, market capitalization, stage of development, and merger-and-acquisition activity of the Company and historical and potential peer companies. The table below depicts our 2023 peer group:

  37. Selection of Peer Companies and Benchmarking

    | Acadia Pharmaceuticals Inc. (ACAD) | Halozyme Therapeutics, Inc. (HALO) | | Agios Pharmaceuticals, Inc. (AGIO) | Intercept Pharmaceuticals, Inc. (ICPT) | | Amicus Therapeutics, Inc. (FOLD) | Nektar Therapeutics (NKTR) | | Arrowhead Pharmaceuticals* (ARWR) | PTC Therapeutics, Inc. (PTCT) | | bluebird bio, Inc. (BLUE) | Sangamo Therapeutics, Inc. (SGMO) | | Blueprint Medicines* (BPMC) | Sarepta Therapeutics, Inc. (SRPT) | | Corcept Therapeutics Incorporated (CORT) | Ultragenyx Pharmaceutical Inc. (RARE) | | Editas Medicine, Inc. (EDIT) | |

  38. Selection of Peer Companies and Benchmarking

    The number of employees at the companies in our 2023 peer group ranged from 145 to 1,172, with a median of 496 employees, and these companies had average market capitalizations that ranged from approximately $521 million to $6.7 billion, with a median of approximately $2.7 billion. Employee numbers were as of the most recently reported fiscal year-end prior to June 2022 and market capitalizations were the trailing twelve-month average as of June 1, 2022. The peer group was identified assuming an estimated 613 Company employees, and an estimated market capitalization for the Company of $2.1 billion to $3 billion (reflecting spot and trailing twelve-month average references, respectively, as of June 1, 2022). Insmed was positioned at the 51st and 60th percentile, respectively, on spot and trailing twelve-month market capitalization and the 64th percentile on headcount. Given the timing of the analysis, the data considered by the Compensation Committee in 2022 to inform 2023 compensation decisions was largely reflective of 2021 practices as disclosed by peers during 2022. WTW provided comparative data regarding base salaries, short-term cash incentives, and long-term equity incentives for relevant executive officer roles at companies in the 2023 peer group. Using this compensation data and relevant survey data, the Compensation Committee established benchmarks with primary reference to median peer practices for the purpose of evaluating compensation ranges for base salary, annual cash incentive targets, and long-term equity incentives for each of our NEOs.

  39. Selection of Peer Companies and Benchmarking

    | INSMED PROXY STATEMENT | 49 |

  40. 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 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. |

  41. Base Salary

    Base Salary The Compensation Committee reviews and sets base salaries for executives, other than the CEO, on an annual basis during the first quarter of each year. The Board annually determines the base salary for our CEO based on the recommendation of our Compensation Committee. Our Board and Compensation Committee seek to establish and maintain base salaries for each position and level of responsibility that (i) are competitive with those of executive officers in our peer group and (ii) reflect individual performance contributions. Our Compensation Committee reviews variances between the salary levels for each of our executive officers and the executive officers of the companies included in our peer group and determines, in its discretion, individual salary adjustments after considering the factors described above, although no relative weights or rankings are assigned to these factors. In setting the base salary for our NEOs other than our CEO, the Compensation Committee also considers the recommendations of our CEO. Our NEOs received increases to their base salaries in January 2023, as shown in the table below.

  42. Annual Cash Incentives

    Annual Cash Incentives We maintain an annual cash incentive program for all of our employees to motivate and reward the attainment of annual corporate goals and individual goals. In establishing targets for the cash incentive awards for our executive officers, the Compensation Committee (and the Board, in the case of our CEO) considers target annual cash incentive opportunities extended to executive officers in similar positions at companies included in our peer group. Target cash incentive award percentages in 2023 were increased by 5% for all NEOs except for Mr. Adsett. The target cash incentive award percentages were increased to ensure that target pay opportunities were market competitive with reference to median practices among compensation peers.

  43. Annual Cash Incentives

    | | TARGET CASH INCENTIVE AWARD OPPORTUNITY AS A PERCENTAGE OF BASE SALARY | | | NAME | 2022 | 2023 | | William H. Lewis | 70% | 75% | | Sara Bonstein | 40% | 45% | | Roger Adsett | 50% | 50% | | Martina Flammer, M.D. | 40% | 45% | | Drayton Wise | 40% | 45% |

  44. Annual Cash Incentives

    The cash incentive award for our NEOs other than Mr. Lewis is determined by reference to both corporate and individual goals, with 75% tied to corporate goals and 25% tied to individual goals. The Compensation Committee believes that including a component linked to individual goals is important to appropriately reflect their achievements in areas of focused accountability relative to goals established in the first quarter of the year. Given Mr. Lewis’s substantial influence on and accountability for the overall performance of the Company, the Compensation Committee and Board believe it is appropriate and in the best interests of our shareholders to have Mr. Lewis’s cash incentive award based solely upon the achievement of corporate objectives. Payouts for corporate goals were based upon the product of each NEO’s respective target award and an overall corporate multiplier (ranging between 0% and 200%), which was determined based on Company performance during 2023. For each NEO other than the CEO, payouts for individual objectives were based on the product of each NEO’s respective target award times an individual multiplier (ranging between 0% and 175%), which was determined based on achievement of individual goals for 2023.

  45. Annual Cash Incentives

    | 52 | INSMED PROXY STATEMENT |

  46. Individual Goals

    With input from Mr. Lewis, the Compensation Committee made a qualitative determination following the end of the year as to the level of achievement by each of these NEOs with regard to his or her respective individual performance objectives. The Compensation Committee and CEO reviewed individual performance during the year for the non-CEO NEOs, and determined that achievements versus objectives were above target and aligned with the overall corporate performance, resulting in a payout factor of 120% in respect of this component. In addition, in light of Mr. Wise’s achievements in ARIKAYCE growth globally and brensocatib launch readiness activities, the Compensation Committee approved a payout factor of 135% with respect to his individual goals. Based upon our achievement of the corporate goals summarized above, as well as the achievement of individual goals set by the Compensation Committee, our NEOs earned the following cash incentive awards for 2023:

  47. Individual Goals

    | | | | ALLOCATION OF BONUS | | ACTUAL BONUS ACHIEVEMENT | | | | NAME | BASE SALARY | TARGET BONUS % | CORPORATE GOALS | INDIVIDUAL GOALS | CORPORATE GOALS | INDIVIDUAL GOALS | 2023 CASH BONUS | | William H. Lewis | $780,000 | 75% | 100% | — | 120% | — | $702,000 | | Sara Bonstein | $511,010 | 45% | 75% | 25% | 120% | 120% | $276,000 | | Roger Adsett | $577,000 | 50% | 75% | 25% | 120% | 120% | $346,200 | | Martina Flammer, M.D. | $555,690 | 45% | 75% | 25% | 120% | 120% | $300,100 | | Drayton Wise | $530,000 | 45% | 75% | 25% | 120% | 135% | $295,200 |

  48. Long-term Equity Incentives

    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:

  49. Long-term Equity Incentives

    | • | Equity-based compensation creates an ownership culture that rewards our executives for maximizing shareholder value sustainably over time, and, in combination with stock ownership, aligns our executives’ interests with those of our shareholders |

  50. Long-term Equity Incentives

    | • | Equity incentives reward our executives for their contributions to the long-term success of the Company |

  51. Long-term Equity Incentives

    | • | The combination of stock options and RSUs drives performance and a long-term mindset while encouraging retention |

  52. Long-term Equity Incentives

    | • | We believe stock options are a form of performance-based incentive compensation because they require stock price appreciation to deliver value to the holder, thereby aligning compensation earned with value shareholders receive over the same period of time; this relationship is evidenced in the pay versus performance section of the proxy statement |

  53. Long-term Equity Incentives

    In determining the equity compensation awards to grant to our NEOs in 2023, the Board, with respect to our CEO, and the Compensation Committee, with respect to our remaining NEOs, considered each NEO’s role, the advice of our independent compensation consultant, and information regarding comparative equity compensation awards received by the executives in our peer group in the context of total compensation. Individual performance prior to the grant date was also considered. Generally, 75% of the award value is made in the form of stock options and 25% of the award value is made in the form of RSUs. The timing of annual equity compensation award grants has been generally consistent, with grants being made at the regularly scheduled meetings of our Compensation Committee and Board in January and May of each year. We do not have any program, plan or obligation that requires us to grant equity awards on specified dates, although we make annual equity grants in January and May of each year to allow management, the Compensation Committee and the Board to review all elements of compensation at the same point in the year. We do not have any program, plan or practice to time grant dates of equity compensation awards to our executive officers in coordination with the release of material nonpublic information. The Board, with respect to our CEO, and the Compensation Committee, with respect to our remaining NEOs, may also grant equity awards from time to time in recognition of a NEO’s expanded duties and responsibilities or continuing contributions to the Company’s performance.

  54. Long-term Equity Incentives

    | 58 | INSMED PROXY STATEMENT |

  55. Long-term Equity Incentives

    Based on these considerations, our NEOs received the following annual equity incentive awards in 2023.

  56. Long-term Equity Incentives

    | NAME | DATE OF GRANT | OPTIONS GRANTED(1)(2) | RSUs GRANTED | | William H. Lewis | 1/5/2023 | 102,540 | 22,353(3) | | | 5/11/2023 | 430,140 | 93,139(3) | | Sara Bonstein | 1/5/2023 | 37,760 | 8,232(3) | | | 1/5/2023 | — | 5,065(4) | | | 5/11/2023 | 158,410 | 34,300(3) | | | 5/11/2023 | — | 21,108(4) | | Roger Adsett | 1/5/2023 | 34,860 | 7,598(3) | | | 5/11/2023 | 146,220 | 31,662(3) | | Martina Flammer, M.D. | 1/5/2023 | 34,860 | 7,598(3) | | | 1/5/2023 | — | 3,546(4) | | | 5/11/2023 | 146,220 | 31,662(3) | | | 5/11/2023 | — | 14,775(4) | | Drayton Wise | 1/5/2023 | 34,860 | 7,598(3) | | | 5/11/2023 | 146,220 | 31,662(3) |

  57. Long-term Equity Incentives

    | 1. | Options granted on January 5, 2023 and May 11, 2023 have an exercise price of $19.74 and $18.95, respectively, the per-share closing price of our Common Stock on that date. |

  58. Long-term Equity Incentives

    | 2. | Shares of our Common Stock underlying these options vest over a four-year period, with 25% of the shares vesting on the first anniversary of the date of grant and 12.5% of the shares vesting every six months thereafter until the fourth anniversary of the date of grant. |

  59. Long-term Equity Incentives

    | 3. | These RSUs vest 25% on each anniversary of the date of grant through the fourth anniversary of the date of grant. |

  60. Long-term Equity Incentives

    | 4. | The Compensation Committee approved awards of additional RSUs to Ms. Bonstein and Dr. Flammer to provide a retention incentive going into 2024 and the anticipated ASPEN data release. These RSUs had a grant date fair value of approximately $500,000 and $350,000 respectively. These incremental RSUs were granted on the same dates as the annual equity grants in January and May and vest 1/3 on each anniversary through the third anniversary of the date of grant. |

  61. 2022 Performance-Based Restricted Stock Units

    2022 Performance-Based Restricted Stock Units In January 2022, select senior leaders, including our NEOs, also received an award of PSUs. These awards reflected a combination of objectives to complement the existing annual awards of stock options and RSUs, which included retaining senior leaders through a critical period related to brensocatib and aligning senior leaders with unlocking value for our shareholders on an appropriately aggressive timeline. The PSUs can vest upon the achievement of performance conditions based on brensocatib milestones, our TSR relative to the Nasdaq Biotech Index constituents, and service, as summarized below. The Compensation Committee and Board believe these goals to be appropriately challenging with strong alignment to shareholder interests as it relates to the time horizon, total shareholder return modifier and final vesting being tied to the FDA accepting a new drug application (“NDA”) from Insmed for brensocatib. If the milestone conditions are not achieved, if Insmed’s TSR is negative or below the 25th percentile relative to the Nasdaq Biotech Index constituents, if an executive does not remain in continuous employment as explained below, or if the FDA does not accept the NDA, no PSUs will vest.

  62. 2022 Performance-Based Restricted Stock Units

    | INSMED PROXY STATEMENT | 59 |

  63. 2022 Performance-Based Restricted Stock Units

    | Milestone Conditions | The issuance of a press release announcing certain top-line results from the ASPEN trial by the latter part of the second quarter of 2024 and the acceptance of an NDA by the FDA for brensocatib. If the milestone conditions are achieved, the PSUs would vest subject to the two further requirements summarized below. | | Relative TSR Modifier | To ensure any results related to brensocatib align with the creation of value for our long-term shareholders, a relative TSR modifier will be applied to any PSUs that vest as a result of achieving the milestone conditions. TSR will be assessed through the 30-days following a press release filing, with comparisons made to the Nasdaq Biotech Index constituents as follows: • If Insmed’s TSR is negative, or if Insmed’s TSR ranks below the 25th percentile, no PSUs will vest regardless of milestone and service achievements • If Insmed’s TSR is at or above the 25th percentile and less than the 50th percentile, a 0.5x modifier will apply, reducing the number of PSUs that vest by 50% • If Insmed’s TSR is at or above the 50th percentile and less than the 75th percentile, a 1.0x modifier will apply • If Insmed’s TSR is at or above the 75th percentile, and less than the 90th percentile, a 2.0x modifier will apply • If Insmed’s TSR is at or above the 90th percentile, indicating significant value has been created for our shareholders relative to peers, a 2.5x modifier will apply | | Service Conditions | • To ensure PSUs meet the objective of retaining senior leaders during this period, a recipient must remain in continuous employment with the Company through the later of the third anniversary of the grant date and the date an NDA for brensocatib is accepted by the FDA. • If Insmed does not file an NDA due to the clinical trial results, or the FDA does not accept an NDA, for brensocatib, PSUs will not vest. |

  64. 2022 Performance-Based Restricted Stock Units

    At December 31, 2023, the PSUs remain outstanding and unvested.

  65. 2022 Performance-Based Restricted Stock Units

    | 60 | INSMED PROXY STATEMENT |

  66. Severance and Change in Control Benefits

    Severance and Change in Control Benefits As discussed in further detail in “Potential Payments Upon Termination,” we have entered into employment agreements with each of our NEOs that, in addition to other items, provide for certain severance and change in control payments. We believe that the existence of these potential benefits will discourage turnover and mitigate the influence of a potential change in control on an executive officer’s decision-making due to concerns regarding job security. The employment agreements with our NEOs do not provide for single-trigger vesting on a change in control or tax gross-up payments. See “Potential Payments Upon Termination” for additional information.

  67. Severance and Change in Control Benefits

    | INSMED PROXY STATEMENT | 61 |

  68. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding compensation earned by the NEOs in 2023, 2022 and 2021. To improve readability, the following columns have been removed from the table as there is no reportable information with respect to these items: “Change in Pension Value” and “Nonqualified Deferred Compensation Earnings.”

  69. Summary Compensation Table

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($) | STOCK AWARDS ($)(1) | OPTION AWARDS ($)(2) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | ALL OTHER COMPENSATION ($)(4) | TOTAL ($) | | William H. Lewis CEO | 2023 | $780,000 | — | $2,206,232 | $6,616,654 | $702,000 | $106,374 | $10,411,260 | | | 2022 | $734,850 | — | $1,624,982 | $4,872,967 | $514,400 | $42,699 | $7,789,898 | | | 2021 | $710,000 | — | $1,499,969 | $4,499,673 | $601,400 | $11,600 | $7,322,642 | | Sara Bonstein Chief Financial Officer | 2023 | $511,010 | — | $1,312,464 | $2,436,713 | $276,000 | $23,395 | $4,559,582 | | | 2022 | $477,580 | — | $687,487 | $2,061,581 | $191,100 | $15,500 | $3,433,248 | | | 2021 | $460,320 | — | $687,489 | $2,062,368 | $227,000 | $14,900 | $3,452,077 | | Roger Adsett Chief Operating Officer | 2023 | $577,000 | — | $749,979 | $2,249,276 | $346,200 | $85,320 | $4,007,775 | | | 2022 | $560,190 | — | $937,478 | $2,811,222 | $262,600 | $71,905 | $4,643,395 | | | 2021 | $529,730 | — | $749,968 | $2,249,837 | $326,500 | $14,900 | $3,870,935 | | Martina Flammer, M.D. Chief Medical Officer | 2023 | $555,690 | — | $1,099,964 | $2,249,276 | $300,100 | $16,500 | $4,221,530 | | | 2022 | $534,320 | — | $749,983 | $2,249,087 | $213,800 | $15,500 | $3,762,690 | | | 2021 | $517,500 | — | $749,968 | $2,249,837 | $255,200 | $14,900 | $3,787,405 | | Drayton Wise Chief Commercial Officer | 2023 | $530,000 | — | $749,979 | $2,249,276 | $292,200 | $66,647 | $3,891,102 | | | 2022 | $478,563 | — | $687,464 | $2,580,651 | $200,000 | $71,436 | $4,018,114 |

  70. 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 January 6, 2022, PSUs were granted to each of our NEOs, the vesting of which are subject to performance conditions. On the grant date, the performance conditions were deemed not probable and, therefore, no value is included in the Stock Awards or Total columns for the PSUs. Assuming the highest level of performance conditions will be achieved, the grant date fair values of the PSUs granted on January 6, 2022, calculated in accordance with FASB ASC Topic 718, are as follows: Mr. Lewis, $6,013,135; Ms. Bonstein, $2,544,091; Mr. Adsett, $3,469,162; Dr. Flammer, $2,775,290; and Mr. Wise, $601,392. |

  71. Summary Compensation Table

    | 62 | INSMED PROXY STATEMENT |

  72. Summary Compensation Table

    | 2. | Amounts in this column reflect grant date fair values of stock option awards granted each year, calculated in accordance with FASB ASC Topic 718. The stock options expire 10 years from the date of grant, and the exercise price equals the closing price of our Common Stock on the date of grant. See Note 10, “Stock-Based Compensation” of the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, regarding assumptions underlying valuation of all equity awards. |

  73. Summary Compensation Table

    | 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.” |

  74. Summary Compensation Table

    | 4. | The amounts in the “All Other Compensation” column consist of the following amounts: |

  75. Summary Compensation Table

    | • | In 2021, 2022, and 2023, Mr. Lewis received $11,600, $12,200, and $13,200, respectively, pursuant to our 401(k) plan. In 2022 and 2023, the Company also paid $30,499 and $93,174 in travel expenses on Mr. Lewis’ behalf. |

  76. Summary Compensation Table

    | • | In 2021, 2022, and 2023, Ms. Bonstein received $11,600, $12,200, and $13,200, respectively, pursuant to our 401(k) plan. In 2021, 2022, and 2023, Ms. Bonstein also received an additional $3,300 per year in health savings account (“HSA”) contributions pursuant to her participation in a tax qualified HSA and, in 2023, received $268 for certain incidentals. |

  77. Summary Compensation Table

    | • | In 2021, 2022, and 2023, Mr. Adsett received $11,600, $12,200, and $13,200, respectively, pursuant to our 401(k) plan. In 2021, 2022, and 2023, Mr. Adsett also received an additional $3,300 per year in HSA contributions pursuant to his participation in a tax qualified HSA and, in 2023, received $250 in fitness reimbursements. In 2022 and 2023, the Company also paid $56,405 and $68,570, respectively, in travel expenses on Mr. Adsett’s behalf. |

  78. Summary Compensation Table

    | • | In 2021, 2022, and 2023, Dr. Flammer received $11,600, $12,200, and $13,200, respectively, pursuant to our 401(k) plan. In 2021, 2022, and 2023, Dr. Flammer also received an additional $3,300 in HSA contributions pursuant to her participation in a tax qualified HSA. |

  79. Summary Compensation Table

    | • | In 2022 and 2023, Mr. Wise received $12,200 and $13,200, respectively, pursuant to our 401(k) plan. In 2022 and 2023, the Company also paid $59,236 and $53,447, respectively, in travel expenses on Mr. Wise’s behalf. |

  80. Summary Compensation Table

    | INSMED PROXY STATEMENT | 63 |

  81. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table sets forth certain information regarding the annual cash incentive awards and equity grants made to our NEOs during the year ended December 31, 2023. No other plan-based awards were granted to any of our NEOs during 2023.

  82. 2023 Grants of Plan-Based Awards

    | | | ESTIMATED POSSIBLE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | | | | | | NAME | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF RESTRICTED STOCK UNITS (RSUS) (#) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#)(2) | EXERCISE OR BASE PRICE OF OPTION AWARDS ($/SH) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($)(3) | | William H. Lewis | — | — | 585,000 | 1,170,000 | — | — | — | — | | | 1/5/2023 (options) | — | — | — | — | 102,540 | 19.74 | 1,323,566 | | | 1/5/2023 (RSUs) | — | — | — | 22,353(4) | — | — | 441,248 | | | 5/11/2023 (options) | — | — | — | — | 430,140 | 18.95 | 5,293,088 | | | 5/11/2023 (RSUs) | — | — | — | 93,139(4) | — | — | 1,764,984 | | Sara Bonstein | — | — | 229,955 | 455,537 | — | — | — | — | | | 1/5/2023 (options) | — | — | — | — | 37,760 | 19.74 | 487,399 | | | 1/5/2023 (RSUs) | — | — | — | 8,232(4) | — | — | 162,500 | | | 1/5/2023 (RSUs) | — | — | — | 5,065(5) | — | — | 99,983 | | | 5/11/2023 (options) | — | — | — | — | 158,410 | 18.95 | 1,949,314 | | | 5/11/2023 (RSUs) | — | — | — | 34,300(4) | — | — | 649,985 | | | 5/11/2023 (RSUs) | — | — | — | 21,108(5) | — | — | 399,997 | | Roger Adsett | — | — | 288,500 | 558,969 | — | — | — | — | | | 1/5/2023 (options) | — | — | — | — | 34,860 | 19.74 | 449,966 | | | 1/5/2023 (RSUs) | — | — | — | 7,598(4) | — | — | 149,985 | | | 5/11/2023 (options) | — | — | — | — | 146,220 | 18.95 | 1,799,310 | | | 5/11/2023 (RSUs) | — | — | — | 31,662(4) | — | — | 599,995 | | Martina Flammer, M.D. | — | — | 250,061 | 484,492 | — | — | — | — | | | 1/5/2023 (Options) | — | — | — | — | 34,860 | 19.71 | 449,966 | | | 1/5/2023 (RSUs) | — | — | — | 7,598(4) | — | — | 149,985 | | | 1/5/2023 (RSUs) | — | — | — | 3,546(5) | — | — | 69,998 | | | 5/11/2023 (Options) | — | — | — | — | 146,220 | 18.95 | 1,799,310 | | | 5/11/2023 (RSUs) | — | — | — | 31,662(4) | — | — | 599,995 | | | 5/11/2023 (RSUs) | — | — | — | 14,775(5) | — | — | 279,986 | | Drayton Wise | — | — | 238,500 | 462,094 | — | — | — | — | | | 1/5/2023 (options) | — | — | — | — | 34,860 | 19.74 | 449,966 | | | 1/5/2023 (RSUs) | — | — | — | 7,598(4) | — | — | 149,985 | | | 5/11/2023 (options) | — | — | — | — | 146,220 | 18.95 | 1,799,310 | | | 5/11/2023 (RSUs) | — | — | — | 31,662(4) | — | — | 599,995 |

  83. 2023 Grants of Plan-Based Awards

    | 64 | INSMED PROXY STATEMENT |

  84. 2023 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. |

  85. 2023 Grants of Plan-Based Awards

    | 2. | The amounts shown in this column reflect stock options granted to our NEOs pursuant to our 2019 Incentive Plan and Amended and Restated 2019 Incentive Plan. The vesting schedule for these grants is 25% on the first anniversary of the date of grant and 12.5% of the shares vesting on each six-month anniversary thereafter until the fourth anniversary of the date of grant. |

  86. 2023 Grants of Plan-Based Awards

    | 3. | Reflects grant date fair values of RSU and option awards granted during the year, calculated in accordance with FASB ASC Topic 718. See Note 10, “Stock-Based Compensation” of the consolidated financial statements in the Company’s Annual Report on Form 10-K for year ended December 31, 2023, regarding assumptions underlying valuation of all equity awards. |

  87. 2023 Grants of Plan-Based Awards

    | 4. | Reflects RSUs granted to our NEOs pursuant to our equity incentive plans. The vesting schedule for these grants is 25% on each anniversary of the date of grant through the fourth anniversary of the date of grant. |

  88. 2023 Grants of Plan-Based Awards

    | 5. | In 2023, the Compensation Committee approved awards of additional RSUs to Ms. Bonstein and Dr. Flammer to provide a retention incentive going into 2024 and the anticipated ASPEN data release. These RSUs had a grant date fair value of approximately $500,000 and $350,000 respectively. These incremental RSUs were granted on the same dates as the annual equity grants in January and May and vest 1/3 on each anniversary through the third anniversary of the date of grant. |

  89. Narrative Disclosure to Summary Compensation Table and 2023 Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and 2023 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.

  90. Narrative Disclosure to Summary Compensation Table and 2023 Grants of Plan-Based Awards Table

    | INSMED PROXY STATEMENT | 65 |

  91. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 Fiscal Year End The following table sets forth certain information regarding the equity awards held by each of our NEOs as of December 31, 2023.

  92. Outstanding Equity Awards at 2023 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 VESTED (#)2 | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | | William H. Lewis | 45,120 | — | — | $20.49 | 01/10/2024 | — | — | — | — | | | 150,000 | — | — | $22.76 | 05/21/2025 | — | — | — | — | | | 142,080 | — | — | $17.16 | 05/17/2027 | — | — | — | — | | | 200,290 | — | — | $30.46 | 01/04/2028 | — | — | — | — | | | 555,140 | — | — | $13.91 | 01/03/2029 | — | — | — | — | | | 247,266 | 35,324 | — | $23.75 | 01/03/2030 | — | — | — | — | | | 68,400 | 41,040 | — | $34.03 | 01/07/2031 | — | — | — | — | | | 85,800 | 51,480 | — | $26.46 | 05/12/2031 | — | — | — | — | | | 55,702 | 92,838 | — | $26.43 | 01/06/2032 | — | — | — | — | | | 84,168 | 140,282 | — | $17.07 | 05/11/2032 | — | — | — | — | | | — | 102,540 | — | $19.74 | 01/05/2033 | — | — | — | — | | | — | 430,140 | — | $18.95 | 05/11/2033 | — | — | — | — | | | — | | — | — | — | 212,5963 | $6,588,350 | — | — | | | — | — | — | — | — | 61,4844 | $1,905,389 | — | — | | | — | — | — | $14.24 | 10/31/2023 | — | — | — | — | | | 50,0005 | — | — | $12.58 | 6/2/2024 | — | — | — | — | | | 175,5305 | — | — | $13.67 | 01/05/2027 | — | — | — | — | | | 245,9506 | — | — | $10.85 | 05/19/2026 | — | — | — | — | | Sara Bonstein | 80,185 | 11,455 | — | $28.88 | 02/03/2030 | — | — | — | — | | | 30,528 | 4,362 | — | $24.70 | 05/12/2030 | — | — | — | — | | | 28,500 | 17,100 | — | $34.03 | 01/07/2031 | — | — | — | — | | | 42,900 | 25,740 | — | $26.46 | 05/12/2031 | — | — | — | — | | | 23,565 | 39,275 | — | $26.43 | 01/06/2032 | — | — | — | — | | | 35,610 | 59,350 | — | $17.07 | 05/11/2032 | — | — | — | — | | | — | 37,760 | — | $19.74 | 01/05/2033 | — | — | — | — | | | — | 158,410 | — | $18.95 | 05/11/2033 | — | — | — | — | | | — | — | — | — | — | 105,2413 | $3,261,419 | — | — | | | — | — | — | — | — | 26,0134 | $806,143 | — | — | | Roger Adsett | — | — | — | — | — | 26,0134 | $519,740 | — | — | | | 88,060 | — | — | $14.56 | 10/03/2026 | — | — | — | — | | | 82,280 | — | — | $13.67 | 01/05/2027 | — | — | — | — | | | 76,600 | — | — | $17.16 | 05/17/2027 | — | — | — | — | | | 80,970 | — | — | $30.46 | 01/04/2028 | — | — | — | — | | | 231,310 | — | — | $13.91 | 01/03/2029 | — | — | — | — | | | 123,637 | 17,663 | — | $23.75 | 01/03/2030 | — | — | — | — | | | 34,200 | 20,520 | — | $34.03 | 01/07/2031 | — | — | — | — | | | 42,900 | 25,740 | — | $26.46 | 05/12/2031 | — | — | — | — | | | 32,133 | 53,557 | — | $26.43 | 01/06/2032 | — | — | — | — | | | 48,558 | 80,932 | — | $17.07 | 05/11/2032 | — | — | — | — | | | — | 34,860 | — | $19.74 | 01/05/2033 | — | — | — | — | | | — | 146,220 | — | $18.85 | 05/11/2033 | — | — | — | — | | | — | — | — | — | — | 93,3313 | $2,861,338 | — | — | | | — | — | — | — | — | 35,4724 | $1,099,277 | — | — |

  93. Outstanding Equity Awards at 2023 Fiscal Year End

    | 66 | INSMED PROXY STATEMENT |

  94. Outstanding Equity Awards at 2023 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 VESTED (#)2 | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | | Martina Flammer, M.D. | 103,806 | 18,874 | — | $23.66 | 01/02/2030 | — | — | — | — | | | 49,455 | 7,065 | — | $23.75 | 01/03/2030 | — | — | — | — | | | 34,200 | 20,520 | — | $34.03 | 01/07/2031 | — | — | — | — | | | 42,900 | 25,740 | — | $26.46 | 05/12/2031 | — | — | — | — | | | 25,710 | 42,850 | — | $26.43 | 01/06/2032 | — | — | — | — | | | 38,846 | 64,744 | — | $17.07 | 05/11/2032 | — | — | — | — | | | — | 34,860 | — | $19.74 | 01/05/2033 | — | — | — | — | | | — | 146,220 | — | $18.95 | 05/11/2033 | — | — | — | — | | | — | — | — | — | — | 99,9253 | $3,096,676 | — | — | | | — | — | — | — | — | 28,3774 | $879,403 | — | — | | Drayton Wise | 20,071 | — | — | $19.11 | 02/10/2024 | — | — | — | — | | | 6,250 | — | — | $12.58 | 06/02/2024 | — | — | — | — | | | 10,000 | — | — | $16.07 | 01/08/2025 | — | — | — | — | | | 7,000 | — | — | $22.76 | 05/21/2025 | — | — | — | — | | | 20,000 | — | — | $19.25 | 10/27/2025 | — | — | — | — | | | 11,500 | — | — | $16.16 | 01/07/2026 | — | — | — | — | | | 20,500 | — | — | $10.85 | 05/19/2026 | — | — | — | — | | | 17,000 | — | — | $13.67 | 01/05/2027 | — | — | — | — | | | 19,040 | — | — | $17.16 | 05/17/2027 | — | — | — | — | | | 18,110 | — | — | $30.46 | 01/04/2028 | — | — | — | — | | | 41,640 | — | — | $13.91 | 01/03/2029 | — | — | — | — | | | 39,558 | 5,652 | — | $23.75 | 01/03/2030 | — | — | — | — | | | 7,125 | 4,275 | — | $34.03 | 01/07/2031 | — | — | — | — | | | 8,937 | 5,363 | — | $26.46 | 05/12/2031 | — | — | — | — | | | 5,568 | 9,282 | — | $26.43 | 01/06/2032 | — | — | — | — | | | 8,415 | 14,025 | — | $17.07 | 05/11/2032 | — | — | — | — | | | 61,717 | 102,863 | — | $20.01 | 05/23/2032 | — | — | — | — | | | — | 34,860 | | $19,74 | 01/05/2033 | — | — | — | — | | | — | 146,220 | — | $18.95 | 05/11/2033 | — | — | — | — | | | — | — | — | — | — | 69,542 | $2,155,107 | — | — | | | — | — | — | — | — | 6,1494 | $190,558 | — | — |

  95. Outstanding Equity Awards at 2023 Fiscal Year End

    | 1. | These stock options have a vesting schedule of 25% on the first anniversary of the date of grant and 12.5% on each six-month anniversary thereafter until the fourth anniversary of the date of grant. |

  96. Outstanding Equity Awards at 2023 Fiscal Year End

    | 2. | Reflects the closing price of $30.99 per share of the Company’s Common Stock on the Nasdaq Global Select Market on December 29, 2023. |

  97. Outstanding Equity Awards at 2023 Fiscal Year End

    | 3. | RSUs have a vesting schedule of 25% on each anniversary of the date of grant through the fourth anniversary of the date of grant. |

  98. Outstanding Equity Awards at 2023 Fiscal Year End

    | 4. | PSUs vest upon the achievement of two performance conditions, a service condition, and a market condition. The performance conditions are 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. The service condition is continuous employment with the Company through the later of (i) the third anniversary of the grant date of the PSU award and (ii) the date an NDA for brensocatib is accepted by the FDA. The potential payout of the awards ranges from 0% to 250% of the target, dependent on a market condition that is based on the Company’s TSR compared to Nasdaq Biotech Index constituents. |

  99. Outstanding Equity Awards at 2023 Fiscal Year End

    | 5. | Awards are held indirectly by William H. Lewis through Article 4 Trust under William Lewis Family Legacy Trust U/A 11/2/2020. |

  100. Outstanding Equity Awards at 2023 Fiscal Year End

    | 6. | Awards are held indirectly by William H. Lewis through Article 4 Trust under Katie Procter Dynasty Trust. |

  101. Outstanding Equity Awards at 2023 Fiscal Year End

    | INSMED PROXY STATEMENT | 67 |

  102. Option Exercises and Stock Vested During 2023

    Option Exercises and Stock Vested During 2023 The following table sets forth information with respect to stock options exercised and stock vested during the year ended December 31, 2023.

  103. Option Exercises and Stock Vested During 2023

    | | 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 | 346,434 | 1,106,074 | 58,273 | 1,103,942 | | Sara Bonstein | — | — | 14,124 | 264,374 | | Roger Adsett | — | — | 29,564 | 559,461 | | Martina Flammer, M.D. | 28,310 | 179,485 | 17,968 | 337,483 | | Drayton Wise | — | — | 15,490 | 295,769 |

  104. 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, and any insurance benefits to which he and his beneficiaries were entitled as a result of his death or disability.

  105. Potential Payments Upon Termination

    | 68 | INSMED PROXY STATEMENT |

  106. Potential Payments Upon Termination

    If Ms. Bonstein’s, Mr. Adsett’s, Dr. Flammer’s, or Mr. Wise’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. Wise’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 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, 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:

  107. Potential Payments Upon Termination

    | a. | a conviction of the executive, or a plea of nolo contendere, to a felony involving moral turpitude; |

  108. Potential Payments Upon Termination

    | b. | willful misconduct or gross negligence by the executive resulting, in either case, in material economic harm to the Company or any related entities; |

  109. Potential Payments Upon Termination

    | 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; |

  110. Potential Payments Upon Termination

    | 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 |

  111. Potential Payments Upon Termination

    | 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. |

  112. Potential Payments Upon Termination

    For purposes of the employment agreements, the term “good reason” generally includes:

  113. Potential Payments Upon Termination

    | a. | a material diminution in the executive’s base compensation; |

  114. Potential Payments Upon Termination

    | b. | a material diminution in the executive’s authority, duties, or responsibilities; |

  115. Potential Payments Upon Termination

    | 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); |

  116. Potential Payments Upon Termination

    | 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 |

  117. Potential Payments Upon Termination

    | e. | any other action or inaction that constitutes a material breach by the Company of the executive’s employment agreement. |

  118. Potential Payments Upon Termination

    | INSMED PROXY STATEMENT | 69 |

  119. Potential Payments Upon Termination

    For purposes of the employment agreements, the term “change in control” generally includes:

  120. Potential Payments Upon Termination

    | a. | the acquisition by another person of beneficial ownership of 40% or more of our Common Stock; |

  121. Potential Payments Upon Termination

    | b. | a proxy contest that results in the replacement of a majority of the members of our Board; |

  122. Potential Payments Upon Termination

    | 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 |

  123. Potential Payments Upon Termination

    | d. | approval by our shareholders of a complete liquidation or dissolution of our Company. |

  124. Potential Payments Upon Termination

    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:

  125. Potential Payments Upon Termination

    | 1. | engage in any activity in material competition with the business in which we engaged while the executive was employed by us; |

  126. Potential Payments Upon Termination

    | 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 |

  127. Potential Payments Upon Termination

    | 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. |

  128. 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.

  129. Potential Payments Upon Termination

    | 70 | INSMED PROXY STATEMENT |

  130. Potential Payments Upon Termination

    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, 2023 as a result of termination without cause or for good reason during the two-year period immediately following a change in control.

  131. Potential Payments Upon Termination

    | | CASH SEVERANCE(1) | PRO-RATA BONUS(2) | BENEFITS(3) | VALUE OF ACCELERATED EQUITY(4) | TOTAL | | William H. Lewis | $2,730,000 | $585,000 | $370 | $17,691,217 | $21,006,587 | | Sara Bonstein | $1,111,447 | $229,955 | $370 | $7,573,079 | $8,914,851 | | Roger Adsett | $1,298,250 | $288,500 | $370 | $7,728,554 | $9,315,674 | | Martina Flammer, M.D. | $1,208,626 | $250,061 | $239 | $7,531,481 | $8,990,407 | | Drayton Wise | $1,152,750 | $238,500 | $370 | $5,930,539 | $7,322,159 |

  132. 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 salary for two years plus two times the target bonus. The cash severance figures for Ms. Bonstein, Mr. Adsett, Dr. Flammer, and Mr. Wise include one and one-half times their salary and one and one-half times their target bonus. |

  133. Potential Payments Upon Termination

    | 2. | The value used in the table assumes the full target bonus for the year. |

  134. Potential Payments Upon Termination

    | 3. | Reflects the cost to the Company of certain continued health benefits. |

  135. Potential Payments Upon Termination

    | 4. | The value represents the acceleration of all applicable equity awards outstanding as of December 31, 2023. 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 $30.99 the closing price of our Common Stock on December 29, 2023, and the exercise price of the options, (ii) RSUs is calculated by multiplying the number of RSUs subject to accelerated vesting by $30.99, and (iii) PSUs is calculated by multiplying the number of PSUs subject to accelerated vesting by $30.99. |

  136. 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, 2023 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.

  137. Potential Payments Upon Termination

    | INSMED PROXY STATEMENT | 71 |

  138. Potential Payments Upon Termination

    | | CASH SEVERANCE(1) | PRO-RATA BONUS(2) | BENEFITS(3) | VALUE OF ACCELERATED EQUITY(4) | TOTAL | | William H. Lewis | $1,755,000 | $585,000 | $370 | $5,874,270 | $8,214,640 | | Sara Bonstein | $511,010 | $229,955 | $247 | $2,553,152 | $3,294,364 | | Roger Adsett | $577,000 | $288,500 | $247 | $2,614,578 | $3,480,325 | | Martina Flammer, M.D. | $555,690 | $250,061 | $159 | $2,664,553 | $3,470,463 | | Drayton Wise | $530,000 | $238,500 | $247 | $2,085,234 | $2,853,981 |

  139. 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. Wise consist of their respective base salaries for one year. |

  140. Potential Payments Upon Termination

    | 2. | The value used in the table assumes the full target bonus for the year. |

  141. Potential Payments Upon Termination

    | 3. | Reflects the cost to the Company of certain continued health benefits. |

  142. Potential Payments Upon Termination

    | 4. | For Mr. Lewis, the value represents the acceleration of all time-based vesting equity outstanding as of December 31, 2023 granted at least one year prior to the termination date. For Ms. Bonstein, Mr. Adsett, Dr. Flammer, and Mr. Wise, 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 $30.99, the closing price of our Common Stock on December 29, 2023, and the exercise price of the options, and (ii) RSUs is calculated by multiplying the number of RSUs subject to accelerated vesting by $30.99. |

  143. Potential Payments Upon Termination

    | 72 | INSMED PROXY STATEMENT |

  144. Dodd-Frank Mandated Pay Ratio Disclosure

    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.

  145. Dodd-Frank Mandated Pay Ratio Disclosure

    | • | In 2023, we determined the median of the annual total compensation of all employees of our company (other than Mr. Lewis) for 2023 was $269,559. |

  146. Dodd-Frank Mandated Pay Ratio Disclosure

    | • | For 2023, the annual total compensation of Mr. Lewis, as reported in the Summary Compensation Table, is $10,411,260. |

  147. Dodd-Frank Mandated Pay Ratio Disclosure

    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 38.62. 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:

  148. Dodd-Frank Mandated Pay Ratio Disclosure

    | 1. | We determined that, as of December 31, 2023, our employee population, excluding Mr. Lewis, consisted of approximately 927 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 2023. We did not exclude any non-US employees from these calculations. |

  149. Dodd-Frank Mandated Pay Ratio Disclosure

    | 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 2023. In doing so, we annualized the salary of all permanent employees who were hired in 2023 but did not work for us the entire fiscal year. The fair value of option awards granted during 2023 was calculated using the Black-Scholes valuation model pursuant to the assumptions described in Note 10, “Stock-Based Compensation” of the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. We did not make any cost-of-living adjustments in identifying the median employee. |

  150. Dodd-Frank Mandated Pay Ratio Disclosure

    | 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 $269,559 for 2023. |

  151. Dodd-Frank Mandated Pay Ratio Disclosure

    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.

  152. Dodd-Frank Mandated Pay Ratio Disclosure

    | INSMED PROXY STATEMENT | 73 |

  153. DODD-FRANK MANDATED PAY VERSUS PERFORMANCE DISCLOSURE

    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 four 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.”

  154. DODD-FRANK MANDATED PAY VERSUS PERFORMANCE DISCLOSURE

    | 74 | INSMED PROXY STATEMENT |

  155. Pay Versus Performance Table

    Pay Versus Performance Table

  156. Pay Versus Performance Table

    | | | | | | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO(1) | COMPENSATION ACTUALLY PAID TO PEO(2)(3) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOs(4) | AVERAGE COMPENSATION ACTUALLY PAID TO NON- PEO NEOs(3)(4)(5) | TOTAL SHAREHOLDER RETURN(6) | PEER GROUP TOTAL SHAREHOLDER RETURN(7) | GAAP NET INCOME (LOSS) (IN THOUSANDS) | | 2023 | $10,411,260 | $17,719,035 | $4,169,997 | $7,124,646 | $130 | $115 | $(749,567) | | 2022 | $7,789,898 | $4,334,915 | $3,964,362 | $2,740,466 | $84 | $111 | $(481,534) | | 2021 | $7,322,642 | $2,807,467 | $3,323,439 | $1,870,969 | $114 | $125 | $(434,654) | | 2020 | $6,185,704 | $12,656,157 | $2,839,276 | $4,418,181 | $139 | $126 | $(294,090) |

  157. Pay Versus Performance Table

    | 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 four years. |

  158. Pay Versus Performance Table

    | 2. | Calculated in accordance with Item 402(v)(2) of Regulation S-K. The following adjustments were made to Mr. Lewis’ total compensation as reported in the SCT for each year to determine CAP. |

  159. Pay Versus Performance Table

    | YEAR | SUMMARY COMPENSATION TABLE TOTAL | DEDUCTIONS FOR REPORTED GRANT DATE FAIR VALUE OF STOCK AWARDS(A) | DEDUCTIONS FOR REPORTED GRANT DATE FAIR VALUE OF OPTION AWARDS(A) | ADDITIONS FOR PAY VERSUS PERFORMANCE EQUITY ADJUSTMENTS(B) | COMPENSATION ACTUALLY PAID | | 2023 | $10,411,260 | $(2,206,232) | $(6,616,654) | $16,130,661 | $17,719,035 | | 2022 | $7,789,898 | $(1,624,982) | $(4,872,967) | $3,042,966 | $4,334,915 | | 2021 | $7,322,642 | $(1,499,969) | $(4,499,673) | $1,484,467 | $2,807,467 | | 2020 | $6,185,704 | $(1,249,986) | $(3,749,998) | $11,470,437 | $12,656,157 |

  160. Pay Versus Performance Table

    | A. | Reflects the amounts reported in the Stock Awards and Option Awards columns of the SCT in the relevant years. |

  161. Pay Versus Performance Table

    | B. | The pay versus performance equity adjustments reflect the aggregated sum of the following values for the respective years. |

  162. Pay Versus Performance Table

    | INSMED PROXY STATEMENT | 75 |

  163. Pay Versus Performance Table

    | 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 ADJUSTMENTS(c) | | 2023 | $13,669,229 | $2,745,355 | $(283,923) | $16,130,661 | | 2022 | $6,205,073 | $(2,171,008) | $(991,099) | $3,042,966 | | 2021 | $5,178,718 | $(2,774,420) | $(919,831) | $1,484,467 | | 2020 | $7,254,113 | $3,693,320 | 523,003 | $11,470,437 |

  164. Pay Versus Performance Table

    | C. | Amounts may not sum due to rounding of underlying elements for reporting purposes. |

  165. Pay Versus Performance Table

    | 3. | 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. PSUs are valued with an assumed payout factor of 0%, consistent with the assumption for ASC 718 purposes. Stock options are valued using a Black-Scholes model as at the relevant measurement dates. |

  166. Pay Versus Performance Table

    | 4. | Reflects compensation for the following non-PEO NEOs: |

  167. Pay Versus Performance Table

    | 2022 and 2023: Ms. Bonstein, Mr. Adsett, Dr. Flammer, and Mr. Wise |

  168. Pay Versus Performance Table

    | 2021: Ms. Bonstein, Mr. Adsett, Dr. Flammer, Ms. Schaeffer, and Ms. Pellizzari |

  169. Pay Versus Performance Table

    | 2020: Ms. Bonstein, Mr. Adsett, Dr. Flammer, Ms. Pellizzari, and Mr. Goll |

  170. Pay Versus Performance Table

    | 5. | 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 SCT total compensation for each year to determine average CAP. |

  171. Pay Versus Performance Table

    | YEAR | AVERAGE SUMMARY COMPENSATION TABLE TOTAL | DEDUCTIONS FOR AVERAGE REPORTED GRANT DATE FAIR VALUE OF STOCK AWARDS(A) | DEDUCTIONS FOR AVERAGE REPORTED GRANT DATE FAIR VALUE OF OPTION AWARDS(A) | ADDITIONS FOR AVERAGE PAY VERSUS PERFORMANCE EQUITY ADJUSTMENTS(B) | AVERAGE COMPENSATION ACTUALLY PAID | | 2023 | $4,169,997 | $(978,097) | $(2,296,135) | $6,228,880 | $7,124,646 | | 2022 | $3,964,362 | $(765,603) | $(2,425,635) | $1,967,342 | $2,740,466 | | 2021 | $3,323,439 | $(662,479) | $(1,987,359) | $1,197,368 | $1,870,969 | | 2020 | $2,839,276 | $(324,990) | $(1,779,836) | $3,683,731 | $4,418,181 |

  172. Pay Versus Performance Table

    | A. | Reflects the average amounts reported in the Stock Awards and Option Awards columns of the SCT in the relevant years. |

  173. Pay Versus Performance Table

    | B. | The pay versus performance equity adjustments reflect the aggregated sum of the following values for the respective years. |

  174. Pay Versus Performance Table

    | 76 | INSMED PROXY STATEMENT |

  175. Pay Versus Performance Table

    | 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 ADJUSTMENTS(C) | | 2023 | $5,088,247 | $1,245,859 | $(105,226) | $6,228,880 | | 2022 | $3,073,419 | $(725,458) | $(380,618) | $1,967,342 | | 2021 | $2,293,306 | $(852,103) | $(243,835) | $1,197,368 | | 2020 | $2,962,880 | $630,498 | $90,353 | $3,683,731 |

  176. Pay Versus Performance Table

    | C. | Amounts may not sum due to rounding of underlying elements for reporting purposes. |

  177. Pay Versus Performance Table

    | 6. | 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. |

  178. Pay Versus Performance Table

    | 7. | The Nasdaq Biotechnology 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. |

  179. Pay Versus Performance Table

    | INSMED PROXY STATEMENT | 77 |

  180. 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, it compares the cumulative TSR of Insmed to our selected peer group, the Nasdaq Biotechnology 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 four-year time horizon does not move meaningfully or deliberately in relation to the reported GAAP net income (loss).

  181. Compensation Actually Paid Versus Company Performance

    | 78 | INSMED PROXY STATEMENT |

  182. Director Compensation

    Director Compensation Our Board determines the compensation of our non-employee directors based in part on recommendations made by the Compensation Committee. Based on data and advice provided by their independent consultant WTW, the Compensation Committee evaluates the form and amount of compensation for non-employee directors annually and recommends changes to our Board when appropriate. Our Board is currently compensated through a combination of cash retainers and equity awards in the form of RSUs. Our approach to Board compensation is intended to align our non-employee director compensation practices with the interests of our shareholders. This is achieved through setting compensation levels and practices informed by market median practices, using the same compensation peer group that is considered for our NEOs. In addition, we have share ownership guidelines in place for our non-employee directors, with a target share ownership of three times the amount of each director’s annual retainer that should be achieved within five years after the adoption of the guidelines or first appointment to the Board, whichever is later. As of the Record Date, all of our non-employee directors who had been on the Board for at least five years exceeded the share ownership guidelines. Mr. Lewis is a director and an executive officer of the Company. He receives no additional compensation for serving on the Board. Our share ownership guidelines for Mr. Lewis are described under “Compensation Discussion and Analysis—Corporate Governance Perspectives on our Executive Compensation Program” above. No other director is an employee of the Company.

  183. Other

    | NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($)(123) | TOTAL ($) | | Alfred F. Altomari | 70,000 | 250,000 | 320,000 | | Elizabeth M. Anderson | 60,000 | 250,000 | 310,000 | | David R. Brennan | 95,000 | 250,000 | 345,000 | | Clarissa Desjardins, Ph.D. | 65,000 | 250,000 | 315,000 | | Leo Lee | 67,500 | 250,000 | 317,500 | | David W.J. McGirr | 70,000 | 250,000 | 320,000 | | Carol A. Schafer | 65,000 | 250,000 | 315,000 | | Melvin Sharoky, M.D. | 62,500 | 250,000 | 312,500 |