INSMED Inc (INSM): director Paul Hudson elected to the board

Events in this filing

Item 5.02 as filed

ITEM 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 16, 2026, the Board of Directors (the “Board”) of Insmed Incorporated (the “Company”) appointed Paul Hudson and Utpal Koppikar as members of
the Board, effective October 19, 2026. Mr. Hudson serves as a Class II director, and Mr. Koppikar serves as a Class I director, with each subject to election at the Company’s 2027 Annual Meeting of Shareholders. Mr. Hudson has been appointed to
serve on the Board’s Compensation Committee, and Mr. Koppikar has been appointed to serve on the Board’s Audit Committee.
Mr. Hudson brings more than three decades of senior executive leadership across some of the world’s most prominent biopharmaceutical companies. He most
recently served as Chief Executive Officer (“CEO”) of Sanofi S.A. from September 2019 through February 2026, where he led a sweeping transformation of the organization. Prior to Sanofi, Mr. Hudson served as CEO of Novartis Pharmaceuticals from 2016
to 2019 and as a member of the Novartis Executive Committee. His career in healthcare has spanned the globe, with roles in the U.S., Japan, and Europe. Prior to Novartis, he held a series of senior operational and commercial leadership positions at
AstraZeneca, including President of AstraZeneca United States and Executive Vice President, North America. Mr. Hudson began his career in sales and marketing roles at Schering-Plough, GlaxoSmithKline UK, and Sanofi-Synthélabo UK.
Mr. Koppikar is a seasoned biopharma finance executive with a distinguished track record of
driving financial leadership across multiple stages of company growth. He has served as Chief Financial Officer (“CFO”) at Verily Health Inc., a healthcare data
intelligence company focused on enabling more personal, predictive, and precise health solutions, since April 2023, where he is responsible for the finance,
real estate and workplace services, and corporate development functions. Previously, Mr. Koppikar served as Executive Vice President and CFO at Atara Biotherapeutics from 2018 to 2023. Prior to Atara, he held several senior financial leadership
positions at Gilead Sciences and Amgen. Mr. Koppikar currently serves on the Board of Directors of C4 Therapeutics, Inc. (Nasdaq: CCCC).
In connection with their service on the Board, each of Mr. Hudson and Mr. Koppikar will receive an annual cash retainer of $65,000, prorated in the
current year based on the date of appointment. As a member of the Compensation Committee, Mr. Hudson will receive an additional annual cash retainer of $12,500, prorated in the current year based on the date of appointment. As a member of the Audit
Committee, Mr. Koppikar will receive an additional annual cash retainer of $12,500, prorated in the current year based on the date of appointment. In addition, each of Mr. Hudson and Mr. Koppikar will receive a grant of restricted stock units
(“RSUs”) with a grant date fair value of approximately $585,000. The RSUs will vest in equal parts on each of the first three one-year anniversaries of the date of the award, provided that each of Mr. Hudson and Mr. Koppikar remain a director on
each such vesting date.
There is no arrangement between either Mr. Hudson or Mr. Koppikar and any person pursuant to which they were selected as a director. Each of Mr. Hudson
and Mr. Koppikar 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.