INSM Insmed Inc

On April 1, 2020, the Board of Directors (the “Board”) of Insmed Incorporated (the “Company”) appointed Ms. Carol A. Schafer as a member of the Board, effective April 1, 2020. Ms. Schafer will serve as a Class III director and will be subject to election at the Company’s 2021 Annual Meeting of Shareholders. Ms. Schafer has also been appointed to serve on the Board’s Audit Committee.

Ms. Schafer currently serves as a Managing Partner at Hyphen Advisors, LLC. Prior to Hyphen Advisors, Ms. Schafer worked at Wells Fargo Securities from 2007 to 2018, most recently serving as Vice Chair, Equity Capital Markets. She also previously served as the Vice President of Finance and Business Development at Lexicon Pharmaceuticals, a publicly traded biotechnology company, from 2003 to 2007, and as a Managing Director at J.P. Morgan, where she held positions of increasing responsibility from 1986 to 2003.

Ms. Schafer currently serves on the Board of Directors for the publicly traded companies Idera Pharmaceuticals, Inc. (Nasdaq: IDRA) and Five Prime Therapeutics, Inc. (Nasdaq: FPRX), as well as the private company Repare Therapeutics Inc. She holds a Master of Business Administration from New York University’s Stern School of Business and a Bachelor of Arts from Boston College.

In connection with her service on the Board, Ms. Schafer will receive an annual cash retainer consistent with the cash retainer for non-employee directors described in the Company’s definitive proxy statement relating to its 2020 Annual Meeting of Shareholders, prorated based on the date of her appointment to the Board. In addition, Ms. Schafer received a grant of restricted stock units (“RSUs”) with a grant date fair value of approximately $22,650, 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 first anniversary of the date of grant provided Ms. Schafer attends at least 75% of the meetings of the Board occurring during the year after the grant date.

There is no arrangement between Ms. Schafer and any person pursuant to which she was selected as a director. Ms. Schafer 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.