XML 47 R2.htm IDEA: XBRL DOCUMENT

Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

DODD-FRANK MANDATED PAY VERSUS PERFORMANCE DISCLOSURE

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, the Company must annually disclose in its proxy statement the relationship between Company performance and the “compensation actually paid” (“CAP”) to the Principal Executive Officer (“PEO”) and other NEOs.

The following tables and related disclosures contain information regarding PEO CAP and the average CAP to our NEOs for each of the last four years. They also provide information regarding company performance over the same periods and the relationship of CAP to company performance. For information about how the Compensation Committee seeks to align pay with performance when making compensation decisions, see “Compensation Discussion and Analysis.”

Pay Versus Performance Table

																VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON:
	YEAR			SUMMARY COMPENSATION TABLE TOTAL FOR PEO¹			COMPENSATION ACTUALLY PAID TO PEO^2,3			AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOs⁴			AVERAGE COMPENSATION ACTUALLY PAID TO NON- PEO NEOs^3,4,5			TOTAL SHAREHOLDER RETURN⁶			PEER GROUP TOTAL SHAREHOLDER RETURN⁷			GAAP NET INCOME (LOSS) (IN THOUSANDS)
	2023			$10,411,260			$17,719,035			$4,169,997			$7,124,646			$130			$115			$(749,567)
	2022			$7,789,898			$4,334,915			$3,964,362			$2,740,466			$84			$111			$(481,534)
	2021			$7,322,642			$2,807,467			$3,323,439			$1,870,969			$114			$125			$(434,654)
	2020			$6,185,704			$12,656,157			$2,839,276			$4,418,181			$139			$126			$(294,090)

1.	Reflects compensation (as reported in the Summary Compensation Table (“SCT”)) for our Chair and CEO, Mr. Lewis, who served as our PEO in all four years.

2.	Calculated in accordance with Item 402(v)(2) of Regulation S-K. The following adjustments were made to Mr. Lewis’ total compensation as reported in the SCT for each year to determine CAP.

	YEAR			SUMMARY COMPENSATION TABLE TOTAL			DEDUCTIONS FOR REPORTED GRANT DATE FAIR VALUE OF STOCK AWARDS^A			DEDUCTIONS FOR REPORTED GRANT DATE FAIR VALUE OF OPTION AWARDS^A			ADDITIONS FOR PAY VERSUS PERFORMANCE EQUITY ADJUSTMENTS^B			COMPENSATION ACTUALLY PAID
	2023			$10,411,260			$(2,206,232)			$(6,616,654)			$16,130,661			$17,719,035
	2022			$7,789,898			$(1,624,982)			$(4,872,967)			$3,042,966			$4,334,915
	2021			$7,322,642			$(1,499,969)			$(4,499,673)			$1,484,467			$2,807,467
	2020			$6,185,704			$(1,249,986)			$(3,749,998)			$11,470,437			$12,656,157

A.	Reflects the amounts reported in the Stock Awards and Option Awards columns of the SCT in the relevant years.

B.	The pay versus performance equity adjustments reflect the aggregated sum of the following values for the respective years.

	YEAR			YEAR-END FAIR VALUE OF OUTSTANDING AND UNVESTED EQUITY AWARDS GRANTED IN THE COVERED YEAR			YEAR OVER YEAR CHANGE IN FAIR VALUE OF OUTSTANDING AND UNVESTED EQUITY AWARDS GRANTED IN PRIOR YEARS			YEAR OVER YEAR CHANGE IN FAIR VALUE OF EQUITY AWARDS GRANTED IN PRIOR YEARS THAT VESTED IN THE COVERED YEAR			TOTAL PAY VERSUS PERFORMANCE EQUITY ADJUSTMENTS^c
	2023			$13,669,229			$2,745,355			$(283,923)			$16,130,661
	2022			$6,205,073			$(2,171,008)			$(991,099)			$3,042,966
	2021			$5,178,718			$(2,774,420)			$(919,831)			$1,484,467
	2020			$7,254,113			$3,693,320			523,003			$11,470,437

C.	Amounts may not sum due to rounding of underlying elements for reporting purposes.

3.

Measurement date equity fair values are calculated with assumptions derived on a basis consistent with those used for grant date fair value purposes. RSUs are valued based on the closing stock price on the relevant measurement date. PSUs are valued with an assumed payout factor of 0%, consistent with the assumption for ASC 718 purposes. Stock options are valued using a Black-Scholes model as at the relevant measurement dates.

4.	Reflects compensation for the following non-PEO NEOs:

2022 and 2023: Ms. Bonstein, Mr. Adsett, Dr. Flammer, and Mr. Wise

2021: Ms. Bonstein, Mr. Adsett, Dr. Flammer, Ms. Schaeffer, and Ms. Pellizzari

2020: Ms. Bonstein, Mr. Adsett, Dr. Flammer, Ms. Pellizzari, and Mr. Goll

5.	Average CAP for the non-PEO NEOs has been calculated in accordance with Item 402(v)(2) of Regulation S-K. The following adjustments were made to average SCT total compensation for each year to determine average CAP.

	YEAR			AVERAGE SUMMARY COMPENSATION TABLE TOTAL			DEDUCTIONS FOR AVERAGE REPORTED GRANT DATE FAIR VALUE OF STOCK AWARDS^A			DEDUCTIONS FOR AVERAGE REPORTED GRANT DATE FAIR VALUE OF OPTION AWARDS^A			ADDITIONS FOR AVERAGE PAY VERSUS PERFORMANCE EQUITY ADJUSTMENTS^B			AVERAGE COMPENSATION ACTUALLY PAID
	2023			$4,169,997			$(978,097)			$(2,296,135)			$6,228,880			$7,124,646
	2022			$3,964,362			$(765,603)			$(2,425,635)			$1,967,342			$2,740,466
	2021			$3,323,439			$(662,479)			$(1,987,359)			$1,197,368			$1,870,969
	2020			$2,839,276			$(324,990)			$(1,779,836)			$3,683,731			$4,418,181

A.	Reflects the average amounts reported in the Stock Awards and Option Awards columns of the SCT in the relevant years.

B.	The pay versus performance equity adjustments reflect the aggregated sum of the following values for the respective years.

	YEAR			AVERAGE YEAR-END FAIR VALUE OF OUTSTANDING AND UNVESTED EQUITY AWARDS GRANTED IN THE COVERED YEAR			AVERAGE YEAR OVER YEAR CHANGE IN FAIR VALUE OF OUTSTANDING AND UNVESTED EQUITY AWARDS GRANTED IN PRIOR YEARS			AVERAGE YEAR OVER YEAR CHANGE IN FAIR VALUE OF EQUITY AWARDS GRANTED IN PRIOR YEARS THAT VESTED IN THE COVERED YEAR			TOTAL PAY VERSUS PERFORMANCE EQUITY ADJUSTMENTS^C
	2023			$5,088,247			$1,245,859			$(105,226)			$6,228,880
	2022			$3,073,419			$(725,458)			$(380,618)			$1,967,342
	2021			$2,293,306			$(852,103)			$(243,835)			$1,197,368
	2020			$2,962,880			$630,498			$90,353			$3,683,731

C.	Amounts may not sum due to rounding of underlying elements for reporting purposes.

6.	Total shareholder return is the only financial performance measure that is currently, and was through the years presented in the table, used in incentive plans to link CAP to Company performance.

7.	The Nasdaq Biotechnology Index is the selected Peer Group for TSR comparisons as included on the total return chart included on our Annual Report on Form 10-K for each reported year.

Company Selected Measure Name

Total shareholder return

Named Executive Officers, Footnote

1.	Reflects compensation (as reported in the Summary Compensation Table (“SCT”)) for our Chair and CEO, Mr. Lewis, who served as our PEO in all four years.

4.	Reflects compensation for the following non-PEO NEOs:

2022 and 2023: Ms. Bonstein, Mr. Adsett, Dr. Flammer, and Mr. Wise

2021: Ms. Bonstein, Mr. Adsett, Dr. Flammer, Ms. Schaeffer, and Ms. Pellizzari

2020: Ms. Bonstein, Mr. Adsett, Dr. Flammer, Ms. Pellizzari, and Mr. Goll

Peer Group Issuers, Footnote

7.	The Nasdaq Biotechnology Index is the selected Peer Group for TSR comparisons as included on the total return chart included on our Annual Report on Form 10-K for each reported year.

PEO Total Compensation Amount

$ 10,411,260

$ 7,789,898

$ 7,322,642

$ 6,185,704

PEO Actually Paid Compensation Amount

$ 17,719,035

4,334,915

2,807,467

12,656,157

Adjustment To PEO Compensation, Footnote

2.	Calculated in accordance with Item 402(v)(2) of Regulation S-K. The following adjustments were made to Mr. Lewis’ total compensation as reported in the SCT for each year to determine CAP.

	YEAR			SUMMARY COMPENSATION TABLE TOTAL			DEDUCTIONS FOR REPORTED GRANT DATE FAIR VALUE OF STOCK AWARDS^A			DEDUCTIONS FOR REPORTED GRANT DATE FAIR VALUE OF OPTION AWARDS^A			ADDITIONS FOR PAY VERSUS PERFORMANCE EQUITY ADJUSTMENTS^B			COMPENSATION ACTUALLY PAID
	2023			$10,411,260			$(2,206,232)			$(6,616,654)			$16,130,661			$17,719,035
	2022			$7,789,898			$(1,624,982)			$(4,872,967)			$3,042,966			$4,334,915
	2021			$7,322,642			$(1,499,969)			$(4,499,673)			$1,484,467			$2,807,467
	2020			$6,185,704			$(1,249,986)			$(3,749,998)			$11,470,437			$12,656,157

A.	Reflects the amounts reported in the Stock Awards and Option Awards columns of the SCT in the relevant years.

B.	The pay versus performance equity adjustments reflect the aggregated sum of the following values for the respective years.

	YEAR			YEAR-END FAIR VALUE OF OUTSTANDING AND UNVESTED EQUITY AWARDS GRANTED IN THE COVERED YEAR			YEAR OVER YEAR CHANGE IN FAIR VALUE OF OUTSTANDING AND UNVESTED EQUITY AWARDS GRANTED IN PRIOR YEARS			YEAR OVER YEAR CHANGE IN FAIR VALUE OF EQUITY AWARDS GRANTED IN PRIOR YEARS THAT VESTED IN THE COVERED YEAR			TOTAL PAY VERSUS PERFORMANCE EQUITY ADJUSTMENTS^c
	2023			$13,669,229			$2,745,355			$(283,923)			$16,130,661
	2022			$6,205,073			$(2,171,008)			$(991,099)			$3,042,966
	2021			$5,178,718			$(2,774,420)			$(919,831)			$1,484,467
	2020			$7,254,113			$3,693,320			523,003			$11,470,437

C.	Amounts may not sum due to rounding of underlying elements for reporting purposes.

Non-PEO NEO Average Total Compensation Amount

$ 4,169,997

3,964,362

3,323,439

2,839,276

Non-PEO NEO Average Compensation Actually Paid Amount

$ 7,124,646

2,740,466

1,870,969

4,418,181

Adjustment to Non-PEO NEO Compensation Footnote

5.	Average CAP for the non-PEO NEOs has been calculated in accordance with Item 402(v)(2) of Regulation S-K. The following adjustments were made to average SCT total compensation for each year to determine average CAP.

	YEAR			AVERAGE SUMMARY COMPENSATION TABLE TOTAL			DEDUCTIONS FOR AVERAGE REPORTED GRANT DATE FAIR VALUE OF STOCK AWARDS^A			DEDUCTIONS FOR AVERAGE REPORTED GRANT DATE FAIR VALUE OF OPTION AWARDS^A			ADDITIONS FOR AVERAGE PAY VERSUS PERFORMANCE EQUITY ADJUSTMENTS^B			AVERAGE COMPENSATION ACTUALLY PAID
	2023			$4,169,997			$(978,097)			$(2,296,135)			$6,228,880			$7,124,646
	2022			$3,964,362			$(765,603)			$(2,425,635)			$1,967,342			$2,740,466
	2021			$3,323,439			$(662,479)			$(1,987,359)			$1,197,368			$1,870,969
	2020			$2,839,276			$(324,990)			$(1,779,836)			$3,683,731			$4,418,181

A.	Reflects the average amounts reported in the Stock Awards and Option Awards columns of the SCT in the relevant years.

B.	The pay versus performance equity adjustments reflect the aggregated sum of the following values for the respective years.

	YEAR			AVERAGE YEAR-END FAIR VALUE OF OUTSTANDING AND UNVESTED EQUITY AWARDS GRANTED IN THE COVERED YEAR			AVERAGE YEAR OVER YEAR CHANGE IN FAIR VALUE OF OUTSTANDING AND UNVESTED EQUITY AWARDS GRANTED IN PRIOR YEARS			AVERAGE YEAR OVER YEAR CHANGE IN FAIR VALUE OF EQUITY AWARDS GRANTED IN PRIOR YEARS THAT VESTED IN THE COVERED YEAR			TOTAL PAY VERSUS PERFORMANCE EQUITY ADJUSTMENTS^C
	2023			$5,088,247			$1,245,859			$(105,226)			$6,228,880
	2022			$3,073,419			$(725,458)			$(380,618)			$1,967,342
	2021			$2,293,306			$(852,103)			$(243,835)			$1,197,368
	2020			$2,962,880			$630,498			$90,353			$3,683,731

C.	Amounts may not sum due to rounding of underlying elements for reporting purposes.

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid Versus Company Performance

The following graph visually describes the relationship between CAP to our PEO and the average CAP to our non-PEO NEOs, to the cumulative TSR of Insmed. In addition, it compares the cumulative TSR of Insmed to our selected peer group, the Nasdaq Biotechnology Index.

Compensation Actually Paid vs. Net Income

Compensation Actually Paid Versus Company Performance

The following graph visually describes the relationship between CAP to our PEO and the average CAP to our non-PEO NEOs, to GAAP net income (loss). Insmed does not consider GAAP net income (loss) as a relevant measure for determining our executive compensation given the lifecycle stage of our company. The movement in CAP across the four-year time horizon does not move meaningfully or deliberately in relation to the reported GAAP net income (loss).

Compensation Actually Paid vs. Company Selected Measure

Compensation Actually Paid Versus Company Performance

The following graph visually describes the relationship between CAP to our PEO and the average CAP to our non-PEO NEOs, to the cumulative TSR of Insmed. In addition, it compares the cumulative TSR of Insmed to our selected peer group, the Nasdaq Biotechnology Index.

Total Shareholder Return Vs Peer Group

Compensation Actually Paid Versus Company Performance

The following graph visually describes the relationship between CAP to our PEO and the average CAP to our non-PEO NEOs, to the cumulative TSR of Insmed. In addition, it compares the cumulative TSR of Insmed to our selected peer group, the Nasdaq Biotechnology Index.

Tabular List, Table

Tabular List of Company Performance Measures

As further described in our CD&A, we believe that the compensation opportunities for our NEOs should be predominantly variable with a significant portion in the form of short-term and long-term incentives. Given the current life-cycle stage of Insmed, financial measures do not feature meaningfully in our incentive plan design, which instead focuses on pipeline progress across our four pillars and stock price performance. For the fiscal year ending December 31, 2023, the only financial performance measure used to link CAP to our NEOs to company performance was total shareholder return. Total shareholder return will be used on a relative basis to assess performance in respect of the 2022 PSU awards, which currently remain unvested and outstanding, at the conclusion of the performance period. As a result of total shareholder return already being included in the pay versus performance table, no company-selected measure is reported.

(1)	Total Shareholder Return

Total Shareholder Return Amount

$ 130

84

114

139

Peer Group Total Shareholder Return Amount

115

111

125

126

Net Income (Loss)

$ (749,567,000)

$ (481,534,000)

$ (434,654,000)

$ (294,090,000)

Mr. Lewis

Mr. Lewis

Mr. Lewis

Mr. Lewis

Pay vs Performance Disclosure

Total Shareholder Return

PEO | Reported Grant Date Fair Value of Stock Awards [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ (2,206,232)

$ (1,624,982)

$ (1,499,969)

$ (1,249,986)

PEO | Reported Grant Date Fair Value of Option Awards [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(6,616,654)

(4,872,967)

(4,499,673)

(3,749,998)

PEO | Pay Versus Performance Equity Adjustments [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

16,130,661

3,042,966

1,484,467

11,470,437

PEO | Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Covered Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

13,669,229

6,205,073

5,178,718

7,254,113

PEO | Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

2,745,355

(2,171,008)

(2,774,420)

3,693,320

PEO | Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Covered Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(283,923)

(991,099)

(919,831)

523,003

Non-PEO NEO | Reported Grant Date Fair Value of Stock Awards [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(978,097)

(765,603)

(662,479)

(324,990)

Non-PEO NEO | Reported Grant Date Fair Value of Option Awards [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(2,296,135)

(2,425,635)

(1,987,359)

(1,779,836)

Non-PEO NEO | Pay Versus Performance Equity Adjustments [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

6,228,880

1,967,342

1,197,368

3,683,731

Non-PEO NEO | Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Covered Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

5,088,247

3,073,419

2,293,306

2,962,880

Non-PEO NEO | Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

1,245,859

(725,458)

(852,103)

630,498

Non-PEO NEO | Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Covered Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ (105,226)

$ (380,618)

$ (243,835)

$ 90,353