DEF 14A 1 ny20001684x1_def14a.htm DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Schedule 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

INSMED INCORPORATED

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☑ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

INSMED INCORPORATED

700 US HIGHWAY 202/206
BRIDGEWATER, NEW JERSEY 08807

(908) 977-9900

April 1, 2022

To Our Shareholders:

We cordially invite you to attend the 2022 Annual Meeting of Shareholders (the “Annual Meeting”) of Insmed Incorporated (“Insmed”), which will be held virtually via the Internet at www.virtualshareholdermeeting.com/INSM2022 on May 11, 2022, at 9:00 a.m. Eastern time. A formal notice of the Annual Meeting accompanies this letter. At the Annual Meeting, the following items will be submitted to a shareholder vote:

election of two Class I directors, Alfred F. Altomari and William H. Lewis, to serve until the 2025 Annual Meeting of Shareholders;

an advisory vote on the 2021 compensation of our named executive officers;

ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022;

approval of an amendment to the Insmed Incorporated 2019 Incentive Plan; and

transaction of such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Your vote is important, and the company encourages you to vote. Please read the notice and proxy materials carefully, and vote promptly in advance of the meeting by telephone, electronically through the Internet, or by returning a completed proxy card by mail. You may also attend the Annual Meeting and vote and submit questions during the Annual Meeting via the Internet at www.virtualshareholdermeeting.com/INSM2022. Whether or not you plan to attend the Annual Meeting and regardless of the number of shares of Insmed common stock you own, please vote by proxy prior to the Annual Meeting.

Sincerely yours,

WILLIAM H. LEWIS

Chair of the Board

This Proxy Statement is first being mailed to shareholders on or about April 1, 2022.

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INSMED INCORPORATED

700 US HIGHWAY 202/206
BRIDGEWATER, NEW JERSEY 08807

(908) 977-9900

Notice of Annual Meeting of Shareholders to be Held on May 11, 2022

NOTICE IS HEREBY GIVEN that the 2022 Annual Meeting of Shareholders (the “Annual Meeting”) of Insmed Incorporated (“Insmed”) will be held virtually via the Internet at www.virtualshareholdermeeting.com/INSM2022, on May 11, 2022, at 9:00 a.m. Eastern time, and at any adjournment or postponement thereof, for the following purposes:

To elect two Class I directors, Alfred F. Altomari and William H. Lewis, to serve until the 2025 Annual Meeting of Shareholders;

To conduct an advisory vote on the 2021 compensation of our named executive officers;

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022;

To approve an amendment to the Insmed Incorporated 2019 Incentive Plan; and

To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The Annual Meeting will be a completely virtual meeting of shareholders. Holders of record of shares of Insmed common stock at the close of business on March 18, 2022 will be entitled to vote at the Annual Meeting.

You are requested to vote promptly in advance of the Annual Meeting by telephone by dialing 1-800-690-6903, electronically through the Internet by visiting www.proxyvote.com, or by returning a completed proxy card by mail regardless of whether you expect to attend the Annual Meeting. If you attend the Annual Meeting, you may vote even if you already have sent in your proxy. You may not vote your shares at the Annual Meeting unless you enter the 16-digit control number found on your notice, proxy card or other proxy materials.

By Order of the Board

MICHAEL SMITH

Corporate Secretary

April 1, 2022

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE INSMED INCORPORATED ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 11, 2022: The Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2021 are available at www.proxyvote.com.

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PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS OF
INSMED INCORPORATED TO BE HELD MAY 11, 2022

Table of Contents

General Information about the Annual Meeting and Voting	6

Proposal No. 1 Election of Class I Directors	11

Corporate Governance	25

Audit Committee Report and Independent Auditor Fees	34

Certain Relationships and Related Party Transactions	36

Delinquent Section 16(a) Reports	36

Security Ownership of Certain Beneficial Owners, Directors and Management	36

Proposal No. 2 Advisory Vote on the 2021 Compensation of our Named Executive Officers	41

Compensation Discussion and Analysis	42

Compensation Committee Report	61

Compensation Committee Interlocks and Insider Participation	71

Dodd-Frank Mandated Pay Ratio Disclosure	71

Director Compensation	72

Proposal No. 3 Ratification of the Appointment of Independent Registered Public Accounting Firm	74

Proposal No. 4 Amendment No. 3 to the Insmed Incorporated 2019 Incentive Plan	75

Proposals for 2023 Annual Meeting	87

Annual Report on Form 10-K	88

Separate Copies for Beneficial Holders	88

Appendix A: Amendment No. 3 to Insmed Incorporated 2019 Incentive Plan	A-1

In this Proxy Statement, we use the words “Insmed Incorporated” to refer to Insmed Incorporated, a Virginia corporation, and we use the words “Company,” “Insmed,” “we,” “us” and “our” to refer to Insmed Incorporated and its consolidated subsidiaries. Insmed and ARIKAYCE are trademarks of Insmed Incorporated. This Proxy Statement also contains trademarks of third parties. Each trademark of another company appearing in this Proxy Statement is the property of its owner.

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PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS OF
INSMED INCORPORATED TO BE HELD MAY 11, 2022

General Information About the Annual Meeting and Voting

DISTRIBUTION OF PROXY SOLICITATION AND OTHER REQUIRED ANNUAL MEETING MATERIALS

The Board of Directors (the “Board”) of Insmed Incorporated is soliciting your proxy for the 2022 Annual Meeting of Shareholders (the “Annual Meeting”) on May 11, 2022, at 9:00 a.m. Eastern time, and any adjournment or postponement thereof. The Annual Meeting will be held virtually via the Internet at www.virtualshareholdermeeting.com/INSM2022. We intend to make the Proxy Statement and related proxy materials available to our shareholders on or about April 1, 2022.

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

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

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

Who May Vote Shares in Connection with the Annual Meeting?

Shareholders of record at the close of business on March 18, 2022 (the “Record Date”), will be entitled to notice of and to vote at the Annual Meeting. As of the Record Date, we had 118,938,647 outstanding shares of our common stock, $0.01 par value per share (the “Common Stock”). Each share of our Common Stock entitles the holder to one vote with respect to all matters submitted to shareholders at the Annual Meeting. Beneficial owners of shares of our Common Stock may direct the record holder of the shares on how to vote the shares held on their behalf.

Who May Participate in the Annual Meeting?

This year’s Annual Meeting will take place virtually through the Internet, in light of the COVID-19 pandemic and related public health concerns. We have designed the format of this year’s Annual Meeting to ensure that our shareholders who attend the Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You are entitled to attend and participate in the Annual Meeting only if you were a shareholder of record as of the close of business on the Record Date, or if you hold a valid proxy for the meeting, as described below. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/INSM2022, you must enter the 16-digit control number found on your notice, proxy card or other proxy materials. If you do not have a control number, please contact the brokerage firm, bank, dealer, or other similar organization that holds your account as soon as possible so that you can be provided with a control number.

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

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

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

By Internet

Before the Annual Meeting—You may authorize the voting of your shares by following the “Vote by Internet” instructions set forth on the Notice or proxy card through 11:59 p.m. Eastern Time on Tuesday, May 10, 2022. You must specify how you want your shares voted or your vote will not be completed and you will receive an error message.

During the Annual Meeting—You may vote online during the Annual Meeting. You may cast your vote electronically during the Annual Meeting using the 16-digit control number found on your notice or proxy card or other proxy materials and following the instructions at www.virtualshareholdermeeting.com/INSM2022.

By Telephone—Dial 1-800-690-6903 using any touch-tone phone to transmit your voting instructions through 11:59 p.m. Eastern Time on Tuesday, May 10, 2022. Have your notice, proxy card or other proxy materials in hand when you call and follow the voting instructions given to you over the phone.

By Mail—Complete and sign the proxy card and mail it in accordance with the instructions on the proxy card. Completed proxy cards must be received by 11:59 p.m. Eastern Time on Tuesday, May 10, 2022.

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

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

If, on the Record Date, your shares of our Common Stock were not held in your name with our transfer agent, but instead were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name,” and these proxy materials have been forwarded to you by that organization. The organization holding your account is considered to be the shareholder of record of shares of our Common Stock for purposes of voting at the Annual Meeting and is required to vote those shares in accordance with your instructions. If you do not give instructions to the organization holding your account, then the organization will have discretion to vote the shares with respect to “routine” matters but will not be permitted to vote the shares with respect to “non-routine” matters. See “What Matters at the Annual Meeting are ‘Routine’ and ‘Non-Routine’?” below. As a beneficial owner, you are invited to attend the Annual Meeting via the Internet at www.virtualshareholdermeeting.com/INSM2022. You may not vote your shares at the Annual Meeting unless you enter the 16-digit control number found on your notice, proxy card or other proxy materials.

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What if I Need Technical Assistance During the Annual Meeting?

We encourage you to access the Annual Meeting before it begins. Online check-in will start shortly before the meeting on May 11, 2022. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual Annual Meeting log-in page.

What is the Quorum Requirement?

A quorum of shareholders is necessary to hold the Annual Meeting. Shares of our Common Stock representing a majority of the votes entitled to be cast on a matter at the Annual Meeting (or 59,469,324 shares as of the Record Date) will constitute a quorum for the transaction of business with respect to such matter, unless otherwise provided by law or in our Articles of Incorporation, as amended (the “Articles of Incorporation”). Votes withheld, abstentions and broker non-votes count as present for establishing a quorum.

What Matters at the Annual Meeting are “Routine” and “Non-Routine”?

Proposal 1, the election of Class I directors, Proposal 2, the advisory vote on the 2021 compensation of our named executive officers, and Proposal 4, the approval of an amendment to the Insmed Incorporated 2019 Incentive Plan (the “2019 Incentive Plan”), are non-routine matters. Proposal 3, the ratification of the appointment of our independent registered public accounting firm, is a routine matter. If you are a beneficial owner of shares of our Common Stock and do not instruct your broker or other agent how to vote, your shares will not be voted on “non-routine” matters and your shares will be “broker non-votes” with respect to those proposals.

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

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

PROPOSAL	VOTE REQUIRED	BOARD RECOMMENDATION
Election of two Class I directors	Plurality of votes cast	FOR
Advisory vote to approve the 2021 compensation of our named executive officers	Majority of votes cast	FOR
Ratification of appointment of Ernst & Young LLP (“Ernst & Young”) as our independent registered public accounting firm for the year ending December 31, 2022	Majority of votes cast	FOR
Approval of an amendment to the 2019 Incentive Plan	Majority of votes cast	FOR

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Proposal 1, the election of Class I directors, requires a plurality of the votes cast. This means that the two nominees who receive the highest number of affirmative votes cast will be elected irrespective of how small the number of affirmative votes is in comparison to the total number of shares voted. Our Board, however, has adopted a director resignation policy, under which a director nominee in an uncontested election must submit his or her resignation for consideration by our Nominations and Governance Committee of the Board (the “Nominations and Governance Committee”) and our Board if the number of votes withheld with respect to such director’s election exceeds the number of votes “for” such director’s election. See “Corporate Governance—Corporate Governance Matters—Director Resignation Policy” for additional information.

Proposal 2, the advisory vote on the 2021 compensation of our named executive officers, is not binding on, nor does it overrule, any decisions of the Company, the Board or the Compensation Committee of the Board (the “Compensation Committee”). We value the input of our shareholders, and in the event that Proposal 2 is not approved by a majority of votes cast, the Board and the Compensation Committee will consider our shareholders’ concerns and evaluate what actions, if any, may be appropriate to address those concerns.

Proposal 3, the ratification of the appointment of Ernst & Young as our independent registered public accounting firm for the year ending December 31, 2022, does not require shareholder ratification under Virginia law, our Articles of Incorporation, or our Amended and Restated Bylaws (the “Bylaws”). However, the Board is submitting the appointment of Ernst & Young to the shareholders for ratification as a matter of good corporate governance. In the event that Proposal 3 is not approved by a majority of votes cast, the Audit Committee will consider the vote in future independent auditor selection decisions.

Proposal 4, the approval of an amendment to the 2019 Incentive Plan, requires the affirmative vote of a majority of the votes cast.

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

Votes that are withheld or any abstentions from voting will not be counted in determining the number of votes cast with respect to any of the proposals. As explained above, because Proposals 1, 2 and 4 are considered “non-routine,” if a beneficial owner does not instruct its broker or other agent how to vote such beneficial owner’s shares, broker non-votes will result. Broker non-votes will not be counted in determining the number of votes cast with respect to these proposals. Because Proposal 3 is considered “routine,” a beneficial owner’s broker or other agent will have discretion to vote any shares with respect to which such beneficial owner does not provide instructions, and no broker non-votes will occur with respect to this proposal.

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

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

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FOR the election of each of the two Class I nominees for director;

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FOR the approval of the 2021 compensation of our named executive officers;

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FOR the ratification of the appointment of Ernst & Young as our independent registered public accounting firm for the year ending December 31, 2022; and

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FOR the approval of an amendment to the 2019 Incentive Plan.

Unsigned proxy cards will not be voted.

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What If Other Matters Not Described Herein Are Brought Before the Annual Meeting for Action by the Shareholders?

As of the date of this Proxy Statement, the Board does not intend to present any matters other than those described herein at the Annual Meeting and is not aware of any matters to be presented by other parties. If other matters are properly brought before the Annual Meeting, or any adjournment or postponement thereof, for action by the shareholders, proxies will be voted in accordance with the recommendation of the Board or, in the absence of such a recommendation, in accordance with the judgment of the proxy holders.

How Can I Revoke a Proxy Once I Have Voted?

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

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

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

PRINCIPAL EXECUTIVE OFFICES OF INSMED

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

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Proposal No. 1

ELECTION OF CLASS I DIRECTORS

Our Bylaws currently provide that our Board will consist of not less than six or more than 10 directors. Our Board has adopted resolutions providing for up to 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 I directors will expire at the Annual Meeting. Accordingly, the Board has nominated Alfred F. Altomari and William H. Lewis for election as Class I directors. Steinar J. Engelsen, who is currently serving as a Class I director, has notified the Board that he will not stand for re-election at the Annual Meeting. The Board thanks Dr. Engelsen for his years of dedicated service to the Company.

Each of the nominees was recommended for election by the Nominations and Governance Committee, and such recommendation was approved by the Board. If elected, the term of office for these nominees will expire at our 2025 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. Altomari and Mr. Lewis.

Alfred F. Altomari, age 63

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Director since August 2012

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Chair of the Compensation Committee

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Member of the Audit Committee

Career Highlights:

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Agile Therapeutics, Inc. (Nasdaq: AGRX) (Agile) (2004 - present)

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Chairman of the Board

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President

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CEO

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Director

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Executive Chairman

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Consultant

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Barrier Therapeutics, Inc. (2003 - 2008)

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Director

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CEO

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Chief Operating Officer

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Chief Commercial Officer

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Johnson & Johnson (NYSE: JNJ) (1982- 2003)

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Numerous executive roles in general management, commercial operations, business development, product launch preparation, and finance

Current Public Board Service:

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Executive Chairman, Agile