Independent
Tenure on this board
7.6 yrs
Also a director at
Revolution Medicines Inc (RVMD)Biomarin Pharmaceutical Inc (BMRN)
2 nominees · 3 ballot items.
Elect two Class II directors (Elizabeth McKee Anderson and Clarissa Desjardins, Ph.D.); approve, on an advisory basis, the 2025 compensation of the Company’s named executive officers (say-on-pay); and ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.
Elect two Class II directors, Elizabeth McKee Anderson and Clarissa Desjardins, Ph.D., to serve until the 2029 Annual Meeting of Shareholders.
Non-binding, advisory approval (say-on-pay) of the 2025 compensation of the Company’s named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote to approve the disclosed 2025 compensation paid to the Company’s named executive officers (NEOs). Management seeks this advisory approval to confirm investor support for its pay philosophy, which emphasizes alignment with shareholder interests through a substantial portion of compensation being variable and performance-based (annual cash incentives, stock options, RSUs, and PSUs). Contextually, Insmed held an annual say-on-pay in 2025 and the Board adopted annual votes going forward following shareholder feedback in 2023; the Compensation Committee uses market peer benchmarking, an independent compensation consultant, and a mix of corporate and individual performance metrics to set pay. The Company’s 2025 performance highlights cited by management include a BRINSUPRI U.S. launch, 19% year-over-year ARIKAYCE revenue growth, positive clinical readouts and progression of pipeline programs, and significant TSR appreciation in 2025, which management argues justify the incentive outcomes. The Board indicates it will consider the advisory vote outcome but that the vote is not binding; it also emphasizes governance features such as caps, recoupment policies, stock ownership guidelines, independent committee oversight, and consultant independence to mitigate pay-for-performance misalignment and risk-taking. A favorable vote would be interpreted by management and the Compensation Committee as endorsement of the program and could reinforce current compensation design; an adverse vote would trigger shareholder engagement and potential reconsideration of elements of the program. Given prior strong support (approximately 97% in 2025) and the Company’s recent corporate milestones, management expects and recommends a FOR vote while acknowledging the advisory nature and ongoing shareholder engagement.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | JPMORGAN CHASE CO | 9.0% | 19,568,370 | $3.0B |
| 2 | Darwin Global Management, Ltd. | 7.8% | 16,805,184 | $2.6B |
| 3 | FMR LLC | 4.8% | 10,441,361 | $1.7B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.8% | 10,371,802 | $1.7B |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 9,642,131 | $1.6B |
| 6 | BAKER BROS. ADVISORS LP | 3.4% | 7,421,111 | $1.2B |
| 7 | Artisan Partners Limited Partnership | 3.0% | 6,527,301 | $1.1B |
| 8 | BlackRock, Inc. | 2.8% | 6,102,143 | $998M |
| 9 | BlackRock, Inc. | 2.6% | 5,706,252 | $933M |
| 10 | Capital International Investors | 2.6% | 5,595,194 | $915M |
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