Sector: Health Care
INSMED INC · Meeting: May 13, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Class II Directors
Ms. Anderson has served since 2018, well over 24 months, but Insmed's 3-year price return of 847.7% vastly exceeds the XBI — SPDR S&P Biotech ETF's 3-year return of 68.2% by approximately 779.5 percentage points, far above the 65-percentage-point threshold required to trigger a vote against under the strong-positive TSR tier; she attended at least 75% of meetings, is independent, and brings extensive biotechnology and commercial expertise relevant to Insmed's stage.
Dr. Desjardins has served since 2019, well over 24 months, but the same exceptional TSR outperformance versus XBI — SPDR S&P Biotech ETF (gap of +779.5pp against a 65pp trigger threshold) means no TSR concern applies; she is independent, attended all required meetings, and brings deep drug development and founding-CEO experience highly relevant to Insmed's pipeline.
Both Class II nominees pass all policy screens: Insmed's 3-year price return of 847.7% outpaces the XBI — SPDR S&P Biotech ETF return of 68.2% by roughly 779 percentage points, which is far above the 65-percentage-point threshold needed to trigger a concern under the strong-positive TSR tier. Neither director is overboarded, both are independent, attendance was satisfactory, and each brings credentials clearly suited to a commercial-stage biopharmaceutical company.
CEO
William H. Lewis
Total Comp
$14,467,393
Prior Support
97%%
CEO total compensation of approximately $14.5 million is within a reasonable range for a biotech CEO at a $35 billion market-cap company that successfully launched a second commercial product, grew revenues 19%, and delivered a stock return exceeding 150% in 2025. The pay structure is strongly variable — the company discloses that approximately 94% of CEO target direct compensation is 'at-risk,' with annual cash bonuses and stock options/RSUs tied to pipeline milestones and stock price performance, well above the 50-60% variable pay threshold required by policy. The prior year say-on-pay vote received 97% support, the company maintains a robust clawback policy exceeding Dodd-Frank requirements, and pay-for-performance alignment is confirmed by Insmed's 3-year total return of 847.7% dramatically outpacing the XBI — SPDR S&P Biotech ETF's 68.2% return over the same period.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,487,516
Non-Audit Fees
$7,725
Non-audit fees (audit-related fees of $7,725) represent well under 1% of core audit fees ($2,487,516), far below the 50% threshold that would raise independence concerns. Ernst & Young is a Big 4 firm fully appropriate for a company of Insmed's size and complexity. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire and the policy default is FOR; the absence of disclosed tenure is noted as a minor negative factor only.
The 2026 Insmed annual meeting presents three standard proposals — director elections, say-on-pay, and auditor ratification — all of which pass policy screens and warrant a FOR vote. Insmed's exceptional stock performance (847.7% three-year return versus the XBI — SPDR S&P Biotech ETF's 68.2%), strong variable pay structure, clean auditor fee ratio, and 97% prior-year say-on-pay support collectively support a straightforward all-FOR ballot.
