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. )

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Definitive Additional Materials

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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)

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Fee paid previously with preliminary materials.

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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

March 31, 2023

To Our Shareholders:

Insmed is at the precipice of what I believe will be the most significant period in our history. Against a backdrop of geopolitical and macroeconomic turbulence, our organization is growing by design and accelerating into an unbelievable transformation. Our strategy is to leverage potential revenues from our first three pillars—ARIKAYCE, brensocatib, and TPIP—to fund our fourth pillar, early-stage research, anchored by central support functions that act responsively to the different operating tempos of each program. In 2023, you will begin to see key data readouts and development milestones from across all four pillars, leading up to the anticipated reveal of topline data from the Phase 3 ASPEN study of brensocatib in patients with bronchiectasis in the second quarter of 2024.

On behalf of the Board of Directors, I would like to thank you for your ongoing support of Insmed and your belief in our vision to become a globally recognized leading biotechnology company.

2022 ACHIEVEMENTS

2022 was a year of execution for Insmed, during which we laid the groundwork for the transformation upon which we have now embarked. We continued to focus on the successful commercialization of ARIKAYCE in the U.S., Europe, and Japan, and achieved a 30% increase in global revenues compared to 2021. We also advanced the post-marketing confirmatory frontline clinical trial program of ARIKAYCE in patients with NTM lung disease caused by MAC. Our ARISE trial fully enrolled in 2022 and our ENCORE study is expected to complete enrollment by the end of 2023.

Throughout 2022, we continued to advance the Phase 3 ASPEN study of brensocatib in bronchiectasis and have completed enrollment in adult patients in this study as of March 31, 2023. We also advanced a Phase 2 pharmacokinetics/pharmacodynamics study of brensocatib in patients with cystic fibrosis and reported topline results from this study in early 2023. We continued to advance the Phase 2 development of TPIP and made meaningful progress on our early-stage research programs, encompassing a wide range of technologies and modalities.

4 INSMED PROXY STATEMENT

Finally, we strengthened our cash position significantly by completing three strategic financings resulting in aggregate gross proceeds of $775 million. We ended the year with approximately $1.15 billion in cash, cash equivalents, and marketable securities, putting us in a strong financial position that will take us through the key anticipated milestones over the next year and a half.

OUR CULTURE

At Insmed, we are powered by a shared sense of purpose to serve patients with serious and rare diseases. Driven by our core values of collaboration, accountability, passion, respect, and integrity, we have built a strong and unique culture in which employees feel motivated to do their best work and empowered to deliver on the promise of great science. In 2022, we were honored to be named Science magazine’s No. 1 Top Employer for the second year in a row.

ESG STRATEGY

Insmed has always held a strong sense of corporate citizenship, and as our company grows, we continuously challenge ourselves to do better. Since 2021, we have advanced a more formal framework to enhance our focus on environmental, social, and governance (ESG) matters, led by an ESG working group and sponsored by members of our Executive Committee. Our Nominations and Governance Committee is tasked with overseeing our ESG strategy and, along with the full Board, receives regular updates on ESG matters. We look forward to publishing our inaugural Responsibility Report in 2023.

COMMITMENT TO SHAREHOLDERS

We are grateful to you, our shareholders, for your support of Insmed. We are committed to providing long-term, sustainable growth and believe that remaining focused on the needs of our patients and their families will yield these results. We look forward to your continued support and feedback in 2023.

Sincerely yours,

WILLIAM H. LEWIS

Chair of the Board

This Proxy Statement is first being mailed to shareholders on or about March 31, 2023.

5 INSMED PROXY STATEMENT

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, 2023

NOTICE IS HEREBY GIVEN that the 2023 Annual Meeting of Shareholders (the “Annual Meeting”) of Insmed Incorporated (“Insmed”) will be held virtually via the Internet at www.virtualshareholdermeeting.com/INSM2023, on May 11, 2023, at 9:00 a.m. Eastern Time, and at any adjournment or postponement thereof, for the following purposes:

To elect three Class II directors, Elizabeth McKee Anderson, Clarissa Desjardins, Ph.D., and David W.J. McGirr, to serve until the 2026 Annual Meeting of Shareholders;

To conduct an advisory vote on the 2022 compensation of our named executive officers (“NEOs”);

To conduct an advisory vote on the frequency of future shareholder advisory votes on the compensation of our NEOs;

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2023;

To approve the Insmed Incorporated Amended and Restated 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 14, 2023 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 A. SMITH

Corporate Secretary

March 31, 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE INSMED INCORPORATED ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 11, 2023: The Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2022 are available at www.proxyvote.com.

6 INSMED PROXY STATEMENT

PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS OF
INSMED INCORPORATED TO BE HELD MAY 11, 2023

Table of Contents

Proposal No. 1 Election of Class II Directors		8

Corporate Governance		22
Audit Committee Report and Independent Auditor Fees		32
Certain Relationships and Related Party Transactions		34
Delinquent Section 16(a) Reports		34
Security Ownership of Certain Beneficial Owners, Directors, and Management		34

Proposal No. 2 Advisory Vote on the 2022 Compensation of our Named Executive Officers		38

Compensation Discussion and Analysis		39
Compensation Committee Report		60
Compensation Committee Interlocks and Insider Participation		71
Dodd-Frank Mandated Pay Ratio Disclosure		71
Dodd-Frank Mandated Pay Versus Performance Disclosure		72
Director Compensation		78

Proposal No. 3 Advisory Vote on the Frequency of Future Advisory Votes on Compensation of our Named Executive Officers		80

Proposal No. 4 Ratification of the Appointment of Independent Registered Public Accounting Firm		81

Proposal No. 5 Approval of the Insmed Incorporated Amended and Restated 2019 Incentive Plan		82

Proposals for 2024 Annual Meeting		95

Annual Report on Form 10-K		96

Separate Copies for Beneficial Holders		96

General Information About The Annual Meeting and Voting		97

Appendix A: Insmed Incorporated Amended and Restated 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.

7 INSMED PROXY STATEMENT

Proposal No. 1

ELECTION OF CLASS II 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 II directors will expire at the Annual Meeting. Accordingly, the Board has nominated Elizabeth McKee Anderson, Clarissa Desjardins, Ph.D., and David W.J. McGirr for election as Class II 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 2026 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 Ms. Anderson, Dr. Desjardins, and Mr. McGirr.

Elizabeth McKee Anderson, age 65

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Director since November 2018

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Chair of the Nominations and Governance Committee

Career Highlights:

• Janssen Pharmaceuticals, Inc., a Johnson & Johnson company (2003 - 2014)

• Worldwide Vice President, Global Strategic Marketing and Market Access, Infectious Diseases and Vaccines

• Worldwide Vice President, Global Strategic Marketing and Market Access, Vaccines

• Worldwide Vice President, Immunology, Global Strategic Marketing

• Worldwide Vice President, BIO Strategic Marketing

• Vice President, Global Biologics Strategic Marketing, Centocor

• Vice President, Strategic Planning & Market Research, Centocor

• Wyeth (1997 - 2002)

• Vice President & General Manager, Wyeth Lederle Vaccines

• Rhone-Poulenc Rorer Pharmaceuticals Inc. (1993 - 1997)

• Senior Vice President and General Manager, North America, Centeon LLC

• Vice President and General Manager,

North America, Armour Pharmaceutical Company

• Vice President, Worldwide Business Operations, Armour Pharmaceutical Company

• American National Red Cross (1983 - 1993)

• Mobay Chemical Company (1979 - 1983)

Current Public Board Service:

• Director, GSK plc (LSE/NYSE: GSK)

• Director, BioMarin Pharmaceutical Inc. (Nasdaq: BMRN)

• Director, Revolution Medicines, Inc. (Nasdaq: RVMD)

Current Private Board and Other Service:

• Director, Aro Biotherapeutics Inc.

• Member of the Board of Trustees, The Wistar Institute

Education:

• Loyola University Maryland - M.B.A., finance

• Rutgers University - B.S., engineering

8 INSMED PROXY STATEMENT

Qualifications:

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.

Clarissa Desjardins, Ph.D., age 56

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Director since November 2019

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Chair of the Science and Technology Committee

Career Highlights:

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Congruence Therapeutics (2021 - present)

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Founder and CEO

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Clementia Pharmaceuticals Inc. (2011 - 2019), acquired by Ipsen S.A. in 2019

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Founder

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President and CEO

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Centre of Excellence in Personalized Medicine (CEPMED) (2009 - 2011)

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President and CEO

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Director

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Caprion Pharmaceuticals Inc. (1998 - 2007)

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Co-Founder

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Senior Vice President, Corporate Development

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Director

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Advanced Bioconcept Inc. (1992 - 1998)

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Co-Founder

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Vice President, Business Development

Current Public Board Service:

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Director, BELLUS Health Inc. (Nasdaq: BLU; TSX: BLU)

Education:

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McGill University - B.Sc., anatomical sciences and history and philosophy of science

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McGill University - Ph.D., neurology and neurosurgery

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McGill University - Medical Research Council postdoctoral fellow, Douglas Hospital Research Centre

Qualifications:

Dr. Desjardins has more than 25 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.

9 INSMED PROXY STATEMENT

David W.J. McGirr, age 68

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Director since October 2013

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Chair of the Audit Committee

Career Highlights:

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Menlo Therapeutics Inc. (2017 – 2020)

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Director until merger with Foamix Pharmaceuticals Ltd.

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Roka Bioscience, Inc. (2013 – 2018)

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Director until sale of assets to the Institute for Environmental Health, Inc.

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Relypsa, Inc. (2013 – 2016)

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Director until acquisition by Galencia AG

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Cubist Pharmaceuticals, Inc. (2002 – 2014), acquired by Merck & Co., Inc. (NYSE: MRK) in 2015

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Senior Advisor to the CEO

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Senior Vice President

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Chief Financial Officer

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Treasurer

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hippo inc. (1999 – 2003)

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Chief Operating Officer

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President

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Director

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GAB Robins North America, Inc. (1996 – 1999)

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CEO

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President

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Private Equity Investor (1995 – 1996)

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S.G. Warburg Group (1978 – 1995)

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Chief Administrative Officer

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Managing Director of S.G. Warburg & Co., Inc.

Current Public Board Service:

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Director, Rhythm Pharmaceuticals, Inc. (Nasdaq: RYTM)

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Director, X4 Pharmaceuticals, Inc. (Nasdaq: XFOR)

Education:

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University of Glasgow – B.S., civil engineering

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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.

VOTE REQUIRED FOR ELECTION OF DIRECTOR NOMINEES

Our Class II directors will be elected by a plurality of the votes properly cast on this proposal at the Annual Meeting. Votes withheld and broker non-votes will not have any effect on the outcome of this vote.

Recommendation

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE CLASS II DIRECTOR NOMINEES.

10 INSMED PROXY STATEMENT

OUR REMAINING BOARD MEMBERS

The information below describes the primary experience, qualifications, and skills of each of our Class III directors, David R. Brennan, Leo Lee, Carol A. Schafer, and Melvin Sharoky, M.D. and our Class I directors, Alfred F. Altomari and William H. Lewis. The term of the Class III directors will expire at the 2024 Annual Meeting of Shareholders, and the term of the Class I directors will expire at the 2025 Annual Meeting of Shareholders.

Incumbent Directors Whose Term Expires at the 2024 Annual Meeting of Shareholders (Class III Directors)

David R. Brennan, age 69

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Director since May 2014

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Lead Independent Director since November 2018

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Chair of the Compensation Committee

Career Highlights:

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Alexion Pharmaceuticals (Formerly, Nasdaq: ALXN) (2014 - 2021)

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Chairman until acquisition by AstraZeneca PLC

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Interim CEO (2016 – 2017)

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Director

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AstraZeneca PLC (NYSE: AZN) (1999 - 2012)

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CEO

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Executive Vice President of North America

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Senior Vice President of Commercialization and Portfolio Management

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Director

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Astra Merck, Inc. (1995 - 1999)

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Merck & Co., Inc. (1975 - 1994)

Current Public Board Service:

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None

Education:

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Gettysburg College – B.A., business administration

Qualifications:

Mr. Brennan has more than 40 years of experience in the pharmaceutical industry. The Board believes that Mr. Brennan’s experience at public pharmaceutical companies, including board experience and roles in executive management, commercialization, and product management, makes him a valuable asset to the Board.

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Leo Lee, age 53

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Director since May 2018

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Member of the Compensation Committee

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Member of the Science and Technology Committee

Career Highlights:

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Novartis Pharma (2020 - present)

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President, Japan

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Regeneus Ltd. (ASX: RGS) (Regeneus) (2017 - present)

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Non-Executive Director

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CEO (2019 – 2020)

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Merck KGaA (2015 - 2017)

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President, Japan

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Allergan plc (2011 - 2015)

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President, Japan

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Merck & Co. (2008 - 2011)

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Vice President of Sales

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IQVIA (Cegedim Dendrite) (2003 - 2008)

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General Manager

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Vice President of Sales and Marketing, Asia Pacific

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Director of Global Accounts Operation, Asia

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Accelrys, Inc. (1997 - 2003)

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Senior Director of Western Regional Sales

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President and Representative Director

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General Manager of Asia Pacific

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Sales Manager for Asia Pacific

Current Public Board Service:

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Non-Executive Director, Regeneus

Education:

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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.

12 INSMED PROXY STATEMENT

Carol A. Schafer, age 59

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Director since April 2020

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Member of the Audit Committee

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Member of the Nominations and Governance Committee

Career Highlights:

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Hyphen Advisors, LLC (2018 - present)

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Managing Partner

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Idera Pharmaceuticals, Inc. (Nasdaq: IDRA) (2019 - 2022)

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Director until merger with Aceragen Inc. (Nasdaq: ACGN)

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Five Prime Therapeutics, Inc. (Formerly, Nasdaq: FPRX) (2019 – 2021)

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Director until acquisition by Amgen, Inc. (Nasdaq: AMGN)

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Wells Fargo Securities (2007 - 2018)

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Vice Chair, Equity Capital Markets

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Managing Director

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Lexicon Pharmaceuticals (Nasdaq: LXRX) (2003 - 2007)

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Vice President, Finance and Business Development

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J.P. Morgan (1986 - 2003)

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Managing Director, Equity Capital Markets Sector Head

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Vice President

Current Public Board Service:

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Director, Kura Oncology, Inc. (Nasdaq: KURA)

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Director, Repare Therapeutics, Inc. (Nasdaq: RPTX)

Education:

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Boston College - B.A., mathematics and computer science

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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.

13 INSMED PROXY STATEMENT

Melvin Sharoky, M.D., age 72

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Director since May 2001

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Chairman from June 2009 - December 2010

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Member of the Nominations and Governance Committee

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Member of the Science and Technology Committee

Career Highlights:

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Par Pharmaceutical Companies, Inc. (2007 - 2012)

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Director until acquisition by Endo International plc (Nasdaq: ENDP)

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Somerset Pharmaceuticals, Inc. (1995 - 2001; 2002 - 2007)

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President

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CEO

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Consultant

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Watson Pharmaceuticals, Inc. (now Allergan PLC) (1995 - 1998)

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President

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Circa Pharmaceuticals, Inc., a wholly-owned subsidiary of Watson Pharmaceuticals, Inc. (1988 - 1998)

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President

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CEO

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Pharmakinetics Laboratories, Inc. (1986 - 1988)

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Vice President

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Chief Medical Officer

Current Public Board Service:

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None

Education:

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University of Maryland in Baltimore County - B.A., biology

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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.

14 INSMED PROXY STATEMENT

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

Alfred F. Altomari, age 64

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Director since August 2012

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Member of the Compensation Committee

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Member of the Audit Committee

Career Highlights:

•

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

Education:

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Drexel University - B.S., finance

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Drexel University - B.S., accounting

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Rider University - M.B.A.

Qualifications:

Mr. Altomari is a pharmaceutical industry veteran with 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 INSMED PROXY STATEMENT

William H. Lewis, age 54

•

Chair of the Board since November 2018

•

Director since September 2012

•

President and CEO since September 2012

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Consultant to Board from June-September 2012

Career Highlights:

•

Aegerion Pharmaceuticals, Inc. (Formerly, Nasdaq: AEGR) (2005 - 2011)

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Co-founder

•

President

•

Chief Financial Officer

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Wells Fargo & Co. (2002 - 2004)

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Robertson Stephens Capital (2000 - 2002)

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JP Morgan Chase & Co. (1995 - 2000)

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Foreign Service for the US Government (1989 - 1992)

Current Public Board Service:

•

None

Current Private Board and Other Service:

•

Chair of the Board, Adrestia Therapeutics

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.

16 INSMED PROXY STATEMENT

BOARD DIVERSITY MATRIX (AS OF MARCH 14, 2023)

Our Board values the diversity of its members and believes varied perspectives expand the Board’s ability to provide relevant guidance to our business. The table below provides certain self-identified diversity information regarding our Board as of March 14, 2023. Each of the categories listed in the below table has the meaning used in Nasdaq Listing Rule 5605(f).

TOTAL NUMBER OF DIRECTORS	9
	FEMALE	MALE	NON- BINARY	DID NOT DISCLOSE GENDER
Part I: Gender Identity
Directors	3	6	0	0
Part II: Demographic Background
African American or Black	0	0	0	0
Alaskan Native or Native American	0	0	0	0
Asian	0	1	0	0
Hispanic or Latinx	1	0	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	2	4	0	0
Two or More Races or Ethnicities	0	0	0	0
LGBTQ+	0	0	0	0
Did Not Disclose Demographic Background	0	1	0	0

17 INSMED PROXY STATEMENT

EXECUTIVE OFFICERS

The following table sets forth our current executive officers, their ages, the positions currently held by each such person as of the date of this Proxy Statement and the period holding such positions.

NAME	AGE	POSITION(S)	PERIOD DURING WHICH OFFICER SERVED AT THE COMPANY
William H. Lewis	54	President and CEO	September 2012—Present
Sara Bonstein	42	Chief Financial Officer	January 2020—Present
Roger Adsett	54	Chief Operating Officer	September 2016—Present
Martina Flammer, M.D.	59