INSMED INCORPORATED (NASDAQ:INSM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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INSMED INCORPORATED (NASDAQ:INSM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

Chief Financial Officer Appointment

On May15, 2017,Insmed Incorporated (the Company) announced that
Mr.Paolo Tombesi had been appointed as Chief Financial Officer,
to be effective June1, 2017. Prior to joining the Company,
Mr.Tombesi, 54, was Vice President and Chief Financial and
Administrative Officer of Novartis Pharmaceuticals Corporation, a
position he held since November2014. Mr.Tombesi was Managing
Director and Chief Financial Officer of Novartis Japan from
April2009 to October2014. From September2006 to March2009,
Mr.Tombesi held various finance roles at Novartis. Prior to his
time at Novartis, Mr.Tombesi held several finance director
positions at Bristol-Myers Squibb from August1996 to
September2006. From January1988 to July1996, Mr.Tombesi held
various positions in consumer goods at Unilever NV and Johnson
Johnson. Mr.Tombesi holds a B.Ed. in Business and Managerial
Economics from Sapienza Universit di Roma and a B.A. in
Accounting from Duca degli Abruzzi Roma.

to the terms of the Companys employment agreement with
Mr.Tombesi, he will receive an initial annual base salary of
$435,000 and will be eligible to participate in the Companys
benefit and compensation plans. Mr.Tombesi has been assigned an
initial annual target bonus of 40% of his base salary. He will
also receive a signing bonus of $40,000 upon the completion of 30
days of employment. The Company will reimburse Mr.Tombesi for
reasonable attorneys fees incurred by him in connection with
entering into the employment agreement, up to a maximum of
$5,000. Mr.Tombesi will also receive an option to purchase shares
of the Companys common stock having an aggregate value of
$1,300,000. The number of shares underlying the option will be
determined using a Black-Scholes calculation based upon the
closing price of the Companys common stock on the Nasdaq Global
Select Market on June1, 2017. The option award agreement will be
consistent with the Companys standard stock option inducement
award agreement, and the option will vest on a four-year vesting
schedule, with 25% of the shares subject to the option vesting on
the first anniversary of the date of grant and 12.5% of the
shares subject to the option vesting every six months thereafter
through the fourth anniversary of the date of grant, subject to
Mr.Tombesis continued employment with the Company on each vesting
date.

Mr.Tombesis employment agreement provides for payment of the
following upon his death or disability: (i)a pro-rata portion of
his annual bonus based on actual performance during the year of
the qualifying termination, (ii)any unpaid bonus for a fiscal
year ending on or prior to the date of the qualifying
termination, and (iii)any insurance benefits to which he and his
beneficiaries are entitled as a result of his death or
disability. If Mr.Tombesis employment is terminated by the
Company without cause or by him for good reason (such a
termination, a qualifying termination), in either case, within
one year after a change in control, Mr.Tombesi will receive (i)a
lump sum severance payment equal to his annual base salary, (ii)a
pro-rata portion of his annual bonus based on actual performance
during the year of the qualifying termination, (iii)any unpaid
bonus for a fiscal year ending on or prior to the date of the
qualifying termination, (iv)full vesting of time-based equity
awards and (v)reimbursement for up to one year of continued
health and dental benefits. In the event of a qualifying
termination prior to a change in control or more than one year
thereafter, Mr.Tombesi would be eligible for similar benefits,
although his severance would be payable ratably over 12 months
and any accelerated equity award vesting would be limited to
stock options that would otherwise have vested within six months.

There are no arrangements or understandings between Mr.Tombesi
and any other person to which he was selected as an officer, and
there are no family relationships between Mr.Tombesi and any of
the Companys directors or executive officers. Mr.Tombesi 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 Medical Officer Transition

On May15, 2017, the Company also announced that Dr.Paul D.
Streck had been appointed as Chief Medical Officer, to be
effective June5, 2017 and that Dr.Eugene Sullivan, the Companys
current Chief Medical and Scientific Officer, would leave that
position to serve in the newly created role of Chief Product
Strategy Officer, effective on the same date. Prior to joining
the Company, Dr.Streck, 54, was Vice President, Global Medical
Specialty Franchise,Immuno-Inflammation at GlaxoSmithKline plc,
a position he held since November2015. From November2007 to
November2015, Dr.Streck held various positions at Shire
Pharmaceuticals (Shire). Dr.Streck served as Group Vice
President, Clinical Development/TA Lead (Hematology,
Gastrointestinal,Internal Medicine) at Shire from November2013
to November2015. Prior to that, Dr.Streck served as Global Head
of Medical Affairs,Internal Medicine (November2012 to
December2013), Product General Manager, Emerging Business Unit
(November2011 to November2012), and Senior Director, Global
Clinical Development (November2007 to December2012). From
February2006 to October2007, Dr.Streck was Director of
Marketing at AMGEN USA Inc. Dr.Streck holds a M.B.A. from the
Duke University Fuqua School of Business, a M.D. from Jefferson
Medical College, a D.M.D. from the Temple University School of
Dentistry and a B.A. in chemistry from Rutgers University.

to the terms of the Companys employment agreement with
Dr.Streck, he will receive an initial annual base salary of
$425,000 and will be eligible to participate in the Companys
benefit and compensation plans and to receive relocation
benefits. Dr.Streck has been assigned an initial annual target
bonus of 40% of his base salary. He will also receive a signing
bonus of $40,000 upon the completion of 30 days of employment.
The Company has further agreed to reimburse Dr.Streck for
certain other fees and expenses incurred by him in connection
with entering into the employment agreement and joining the
Company, up to a maximum of $50,000. In addition, Dr.Streck
will receive an option to purchase shares of the Companys
common stock having an aggregate value of $1,100,000. The
number of shares underlying the option will be determined using
a Black-Scholes calculation based upon the closing price of the
Companys common stock on the Nasdaq Global Select Market on
June5, 2017. The option award agreement will be consistent with
the Companys standard stock option inducement award agreement,
and the option will vest on a four-year vesting schedule, with
25% of the shares subject to the option vesting on the first
anniversary of the date of grant and 12.5% of the shares
subject to the option vesting every six months thereafter
through the fourth anniversary of the date of grant, subject to
Dr.Strecks continued employment with the Company on each
vesting date.

Dr.Strecks employment agreement provides for payment of
benefits similar to those payable to Mr.Tombesi upon Dr.Strecks
death or disability or in connection with a qualifying
termination of Dr.Strecks employment, whether prior to or
following a change in control.

There are no arrangements or understandings between Dr.Streck
and any other person to which he was selected as an officer,
and there are no family relationships between Dr.Streck and any
of the Companys directors or executive officers. Dr.Streck 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.

ITEM 7.01 Regulation FD Disclosure.

On May15, 2017, the Company issued a press release announcing
the appointments of Mr.Tombesi as Chief Financial Officer and
Dr.Streck as Chief Medical Officer and Dr.Sullivans transition
to Chief

Product Strategy Officer. The press release is attached hereto
as Exhibit99.1 and incorporated in this Item 7.01 by reference.

ITEM 9.01 – Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.

Description

99.1

Press release issued by Insmed Incorporated on May15,
2017.


About INSMED INCORPORATED (NASDAQ:INSM)

Insmed Incorporated is a biopharmaceutical company. The Company operates in the segment of development and commercialization of inhaled therapies for patients with serious lung diseases. The Company’s lead product candidate, ARIKAYCE, or liposomal amikacin for inhalation (LAI), which is in late-stage development for patients with nontuberculous mycobacteria (NTM) lung disease, a rare and often chronic infection that is capable of causing irreversible lung damage and can be fatal. The Company’s earlier stage pipeline includes INS1009, a nebulized prodrug formulation of treprostinil, a vasodilator of pulmonary arterial vascular beds. The Company is conducting a global Phase III clinical study of ARIKAYCE (the 212 or CONVERT study) in adult patients with NTM lung disease caused by Mycobacterium avium complex (MAC), the infective species in NTM lung disease in the United States, Europe and Japan.

INSMED INCORPORATED (NASDAQ:INSM) Recent Trading Information

INSMED INCORPORATED (NASDAQ:INSM) closed its last trading session down -0.26 at 17.13 with 255,991 shares trading hands.

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