ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 6, 2018, the Board of Directors (the Board) of Insmed Incorporated (the Company) appointed Ms. Elizabeth Anderson as a member of the Board. Ms. Anderson will serve as a Class II director, and her term will expire at the 2020 Annual Meeting of Shareholders. A copy of the press release announcing Ms. Andersons appointment is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Ms. Anderson has more than 30 years of leadership in biotechnology, pharmaceuticals, and vaccines. From 2003 to 2014, Ms. Anderson held various positions at Janssen Pharmaceuticals, Inc. (Janssen), a Johnson & Johnson company. Most recently, from 2013 to 2014, Ms. Anderson served as Worldwide Vice President, Infectious Diseases and Vaccines. Ms. Andersons prior positions at Janssen included Worldwide Vice President, Global Strategic Marketing and Market Access (2010 2013); Worldwide Vice President, Immunology, Global Strategic Marketing (2008 2009); Worldwide Vice President, BIO Strategic Marketing (2006 2008); Vice President, Global Biologics Strategic Marketing, Centocor (2004 2006); and Vice President, Strategic Planning & Market Research, Centocor (2003 2004). From 1997 to 2002, Ms. Anderson served as Vice President & General Manager at Wyeth Lederle Vaccines (Wyeth). Prior to Wyeth, Ms. Anderson held various roles at Rhone Poulenc Rorer Pharmaceuticals Inc. and the American National Red Cross.
Ms. Anderson currently serves on the Board of Directors of (1) Aro Biotherapeutics Company, a private development stage pharmaceutical company; (2) Bavarian Nordic A/S, a public biotechnology company traded on Nasdaq Copenhagen; (3) Huntsworth PLC, a public healthcare and communications company traded on the London Stock Exchange; and (4) REVOLUTION Medicines, Inc., a private pharmaceutical company focused on oncology. Ms. Anderson received a B.S. in Engineering from Rutgers, the State University of New Jersey and an M.B.A. from Loyola University Maryland.
Ms. Anderson will receive an annual cash retainer consistent with that described in the Companys definitive proxy statement relating to its 2018 Annual Meeting of Shareholders (the Annual Meeting, and such proxy statement, the 2018 proxy statement), prorated based on the date of her appointment to the Board. In addition, Ms. Anderson received a grant of restricted stock units (RSUs) with a grant date fair value of approximately $85,880, consistent with the annual equity award made to other non-employee directors of the Company, prorated to reflect her expected term of service during the current calendar year. The RSUs will vest on the one-year anniversary of the date of grant provided Ms. Anderson attends at least 75% of the meetings of the Board occurring during the year after the grant date.
There is no arrangement between Ms. Anderson and any person pursuant to which she was selected as director. Ms. Anderson has no direct or indirect material interest in any existing or currently proposed transaction that would require disclosure under Item 404(a) of Regulation S-K.
Also, on November 6, 2018, Myrtle Potter, a member of the Board, resigned from the Board, effective as of the same date. Ms. Potters resignation from the Board was not related to any disagreement with the Company on any matter relating to the operations, policies or practices of the Company.