INSM Insmed Inc

Item 5.02             Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Director Appointment

On November 12, 2019, the Board of Directors (the “Board”) of Insmed Incorporated (the “Company”) appointed Dr. Clarissa Desjardins as a member of the Board. Dr. Desjardins will serve as a Class II director, and her term will expire at the 2020 Annual Meeting of Shareholders.

Dr. Desjardins has more than 20 years of leadership experience in biotechnology, pharmaceuticals and research. Since founding Clementia Pharmaceuticals Inc. (formerly Nasdaq: CMTA) in 2011, Dr. Desjardins has served as its President and Chief Executive Officer. Clementia was acquired by Ipsen S.A. in April 2019. From 2009 to 2011, Dr. Desjardins served as President and Chief Executive Officer and as a director of the Centre of Excellence in Personalized Medicine (CEPMED). From 1998 to 2007, Dr. Desjardins served as Senior Vice President, Corporate Development and a director at Caprion Pharmaceuticals Inc. (“Caprion”), which she co-founded. Prior to Caprion, Dr. Desjardins co-founded Advanced Bioconcept Inc. in 1992. She served there until 1998, most recently as Vice President, Business Development.

Dr. Desjardins currently serves on the Board of Directors of BELLUS Health Inc. (Nasdaq: BLU; TSX: BLU). Dr. Desjardins received a B.Sc. in Anatomical Sciences and History and Philosophy of Science and a Ph.D. in Neurology and Neurosurgery, each from McGill University in Montreal, Quebec, Canada. Dr. Desjardins was a Medical Research Council postdoctoral fellow at Douglas Hospital Research Centre at McGill University.

In connection with her service on the Board, Dr. Desjardins will receive an annual cash retainer consistent with that described in the Company’s definitive proxy statement relating to its 2019 Annual Meeting of Shareholders (the “Annual Meeting,” and such proxy statement, the “2019 proxy statement”), prorated based on the date of her appointment to the Board.  In addition, Dr. Desjardins received a grant of restricted stock units (“RSUs”) with a grant date fair value of approximately $100,552, consistent with the annual equity award made to other non-employee directors of the Company, following proration 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 Dr. Desjardins attends at least 75% of the meetings of the Board occurring during the year after the grant date.

There is no arrangement between Dr. Desjardins and any person pursuant to which she was selected as director. Dr. Desjardins 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.

Chief Operating Officer Appointment

On November 14, 2019, the Company announced the appointment of Roger Adsett as the Company’s Chief Operating Officer, effective as of the same date. Mr. Adsett, 50, has served as our Chief Commercial Officer since September 2017. In connection with his appointment as Chief Operating Officer, Mr. Adsett received an award of restricted stock units (RSUs) with a grant date fair value of approximately $500,000. The RSUs will vest on the third anniversary of the date of grant, subject to Mr. Adsett’s continued employment with the Company on the vesting date. There are no arrangements or understandings between Mr. Adsett and any other person pursuant to which he was selected as an officer, and there are no family relationships between Mr. Adsett and any of our directors or executive officers. Mr. Adsett 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.