INSMED Inc DEF 14A, filed Apr 1, 2026

INSMED Inc (INSM)

DEF 14A 2026-04-01 For: 2026-05-13

View Original

Added on June 12, 2026

About this DEF 14A

INSMED Inc filed this DEF 14A on April 1, 2026.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


o			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material under §240.14a-12



Proxy Summary						1


Proposal No. 1 Election of Class I I Directors						2


Corporate Governance						11


Audit Committee Report and Independent Auditor Fees						22


Certain Relationships and Related Party Transactions						23




Security Ownership of Certain Beneficial Owners, Directors, and Management						23


Proposal No. 2 Advisory Vote on the 202 5 Compensation of our Named Executive Officers						26


Executive Compensation						30


Compensation Discussion and Analysis						30


Compensation Committee Report						46


Summary Compensation Table						47


2025 Grants of Plan-Based Awards						48



Outstanding Equity Awards at 2025 Fiscal Year End						50


Potential Payments Upon Termination						53


Compensation Committee Interlocks and Insider Participation						56


Pay Ratio Disclosure						57


Option Grant Practices Disclosure						58


Pay Versus Performance Disclosure						59


Director Compensation						62


Proposal No. 3 Ratification of the Appointment of Independent Registered Public Accounting Firm						64


Proposals for the 2027 Annual Meeting						65


Annual Report on Form 10-K						66


Separate Copies for Beneficial Holders						67


General Information About the Annual Meeting and Voting						68


	2025 ($)	2024 ($)


Audit Fees	2,487,516	2,509,442


Audit-Related Fees	7,725	20,000


Tax Fees	—	—


All Other Fees	—	—


Total Fees	2,495,241	2,529,442


	Shares Beneficially Owned1


Name and Address	Number	Percentage (%)


Greater Than Five Percent (5%) Shareholders


JPMorgan Chase & Co.2 383 Madison Avenue, New York, NY 10179	23,014,584	10.7


Darwin Global Management, Ltd.3 Whiteley Chambers, Don Street, St. Helier, Jersey JE2 4TR	20,457,445	9.5


The Vanguard Group4 100 Vanguard Blvd., Malvern, PA 19355	18,218,973	8.4


BlackRock, Inc.5 55 East 52nd Street, New York, NY 10055	14,121,445	6.5


INSMED INCORPORATED
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


x			No fee required.

o			Fee paid previously with preliminary materials.

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


						INSMED INCORPORATED 700 US HIGHWAY 202/206 BRIDGEWATER, NEW JERSEY 08807 (908) 977-9900

						Notice of Annual Meeting of Shareholders to be Held on May 13, 2026 NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Insmed Incorporated (“Insmed”) will be held virtually via the Internet at www.virtualshareholdermeeting.com/INSM2026, on May 13, 2026, at 9:00 a.m. Eastern Time, and at any adjournment or postponement thereof, for the following purposes: 1.To elect two Class II directors, Elizabeth McKee Anderson and Clarissa Desjardins, Ph.D., to serve until the 2029 Annual Meeting of Shareholders; 2.To conduct an advisory vote on the 2025 compensation of our named executive officers (“NEOs”); 3.To ratify the appointment of Ernst & Young LLP (“Ernst & Young”) as our independent registered public accounting firm for the year ending December 31, 2026; 4.To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. The Annual Meeting will be a completely virtual meeting of shareholders. Holders of record of shares of Insmed common stock, $0.01 par value per share (the “Common Stock”), at the close of business on March 6, 2026 (the “Record Date”), will be entitled to vote at the Annual Meeting. Please vote promptly in advance of the Annual Meeting by telephone by dialing 1-800-690-6903, electronically through the Internet by visiting www.proxyvote.com, or by returning a completed proxy card by mail regardless of whether you expect to attend the Annual Meeting. If you attend the Annual Meeting, you may vote even if you already have sent in your proxy. You may not vote your shares at the Annual Meeting unless you enter the 16-digit control number found on your notice, proxy card, or other proxy materials. By Order of the Board MICHAEL A. SMITH Corporate Secretary April 1, 2026


						IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE INSMED INCORPORATED ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON May 13, 2026: The Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2025 are available at www.proxyvote.com. This Proxy Statement is first being furnished to shareholders on or about April 1, 2026.



						THE BOARD RECOMMENDS THAT YOU VOTE “FOR ALL” OF THE CLASS II DIRECTOR NOMINEES.





THE MAKEUP OF OUR BOARD

Our Board believes varied perspectives among its members expand the Board's ability to provide relevant guidance to our business.



						THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE 2025 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.


						William H. Lewis Mr. Lewis’s biographical information is summarized above under Proposal 1.


						Sara Bonstein Ms. Bonstein joined Insmed as Chief Financial Officer in January 2020 and is responsible for the Company’s key financial functions, including accounting, financial planning and analysis, procurement, tax/treasury and investor relations. Ms. Bonstein brings almost 25 years of operational and financial leadership in the life sciences industry. Prior to joining the Company, Ms. Bonstein was a Chief Financial Officer since 2014 for several public biotech companies. Prior to her CFO roles, Ms. Bonstein was at Eli Lilly and Company ("Lilly") from 2008 to 2014, serving in various roles of increasing responsibility. From 2004 to 2008, Ms. Bonstein served in various roles at ImClone Systems (acquired by Lilly in 2008). From 2001 to 2004, Ms. Bonstein served in various roles at Johnson & Johnson. Ms. Bonstein has served on the board of directors of Xilio Therapeutics, Inc. ("Xilio") (Nasdaq: XLO) since August 2021 and has served as Chair of Xilio's board of directors since January 2026. Ms. Bonstein holds a Master of Business Administration from Rider University and a Bachelor of Science in Finance from The College of New Jersey.




						Roger Adsett Mr. Adsett joined Insmed as Chief Commercial Officer in September 2016 and was promoted to Chief Operating Officer in November 2019. Mr. Adsett has more than 30 years of experience in the global biotechnology and pharmaceutical industry. From January 2015 to September 2016, Mr. Adsett was Senior Vice President, Head of Gastrointestinal and Internal Medicine Business Unit at Shire Plc (Shire), a global specialty biopharmaceutical company. From August 2008 to January 2015, Mr. Adsett was Senior Vice President, Gastrointestinal Business Unit Leader at Shire. From October 2005 to August 2008, Mr. Adsett was General Manager, Oral IBD Products of the Gastroenterology Business Unit of Shire. From November 1994 to October 2005, Mr. Adsett held various marketing and commercial roles at AstraZeneca plc, a multinational pharmaceutical and biopharmaceutical company. Mr. Adsett was a senior analyst at Accenture PLC, a global professional services company, from September 1991 to November 1994. Mr. Adsett has served on the board of directors of Definium Therapeutics, Inc. (Nasdaq: DFTX) since January 2026. Mr. Adsett served on the board of Landos Biopharma, Inc. (Nasdaq: LABP) until its acquisition by AbbVie in 2024. Mr. Adsett holds a Master of Business Administration from The Wharton School at the University of Pennsylvania and a Bachelor of Arts in English and Economics from Bucknell University.


						Martina Flammer Dr. Flammer joined Insmed as Chief Medical Officer in December 2019. Dr. Flammer has more than 25 years of experience in both medical and commercial roles in the global biotechnology and pharmaceutical industry. From February 2018 to October 2019, Dr. Flammer was Head of Corporate Division Customer Value, Senior Vice President at Boehringer Ingelheim International. From 2012 to 2018, Dr. Flammer held various positions at Boehringer Ingelheim, including Vice President, Clinical Development and Medical Affairs (2016 - 2018), Vice President of Medicine, Regulatory Affairs & Pharmacovigilance (2014 - 2016), and Senior Global Medical Director, Clinical Development & Medical Affairs Virology (2012 - 2014). Prior to her time at Boehringer Ingelheim, Dr. Flammer served in various roles at Pfizer, Inc. from 2000 to 2011. Dr. Flammer holds a Master of Business Administration from New York University Stern School of Business and an M.D. from University of Vienna Medical School.




						S. Nicole Schaeffer Ms. Schaeffer joined Insmed as Senior Vice President, Human Resources and Corporate Services in January 2013 and was promoted to Chief People Strategy Officer in January 2018. From October through December 2012, Ms. Schaeffer was a consultant to Insmed. Ms. Schaeffer has more than 30 years of experience in human resources, organizational development, corporate operations, and building life science organizations. From March 2005 to June 2012, Ms. Schaeffer served as Senior Vice President, Administration and Human Resources, for Amicus Therapeutics where she was responsible for the human resources, facilities, and information technology functions. Prior to Amicus, she served as Senior Director, Human Resources, for three portfolio companies of Flagship Ventures (now Flagship Pioneering), a venture capital firm, and in that capacity she managed human resources for three life sciences companies. Ms. Schaeffer also held HR leadership positions with Oak Industries, from 1997 to 2000, and EMC Corporation, from 1994 to 1996. Ms. Schaeffer received her Bachelor of Arts degree from the University of Rochester and her Master of Business Administration degree from Boston University.


						Michael A. Smith Mr. Smith joined Insmed as Corporate Counsel in April 2014 and was promoted several times, including to the positions of Vice President, Corporate Counsel (September 2016 to June 2020), Senior Vice President, General Counsel – US (July 2020 to July 2021), and Senior Vice President, General Counsel (July 2021 to January 2024). Most recently, Mr. Smith was promoted to Chief Legal Officer in January 2024 and is responsible for the Company’s legal department, its global compliance program, and quality assurance. Mr. Smith served as Associate General Counsel at ViroPharma Incorporated from April 2008 until its acquisition by Shire plc in 2014. Prior to that, Mr. Smith served as Counsel at ConvaTec from June 2006 to April 2008. From May 2005 to June 2006, Mr. Smith was an Associate Attorney at Reed Smith LLP. Mr. Smith received his Bachelor of Science degree in Biology from Duquesne University and his Juris Doctor degree from Duquesne University School of Law.


			Name and Title			Responsibilities


			William H. Lewis Chair and Chief Executive Officer			Developing, in participation with the Board, our corporate mission and objectives and providing direction and leadership to ensure the execution of our corporate strategy and achievement of our objectives, as well as currently leading our U.S. commercial organization.


			Sara Bonstein Chief Financial Officer			Managing all financial activities, including internal and external reporting, financial planning and analysis, treasury, accounting, tax, and investor relations.


			Roger Adsett Chief Operating Officer			Overseeing overall business operations, including business development, program management, technical operations and supply chain activities, as well as our international businesses.


			Martina Flammer, M.D. Chief Medical Officer			Leading global clinical development, clinical operations, regulatory affairs, drug safety and pharmacovigilance, and medical affairs.


			Michael Smith Chief Legal Officer			Leading global legal strategy, corporate governance, compliance, risk management and quality assurance.



			Minimum ownership requirement			• CEO: 600% of base salary • Other NEOs: 300% of base salary


			Equity interests considered in assessing compliance			• Common stock held by the executive (directly or indirectly) • Stock options that are fully vested and in-the-money • Restricted stock units that are unvested


			Time horizon for compliance			• Five years from date of appointment as an NEO



			Alnylam Pharmaceuticals, Inc. (ALNY)			Intra-Cellular Therapies, Inc.3


			argenx SE (ARGX)			Ionis Pharmaceuticals, Inc. (IONS)


			BeOne Medicines Ltd. (ONC)			Jazz Pharmaceuticals Public Limited Company (JAZZ)


			BioMarin Pharmaceutical, Inc. (BMRN)			Legend Biotech Corporation (LEGN)


			BioNTech SE (BNTX)			Neurocrine Biosciences, Inc. (NBIX)


			Blueprint Medicines1,2			Roivant Sciences Ltd. (ROIV)


			Exelixis, Inc. (EXEL)			Sarepta Therapeutics, Inc. (SRPT)2


			Genmab A/S (GMAB)			United Therapeutics Corporation (UTHR)


			Incyte Corporation (INCY)


			Component			Purpose of Component


			Base Salary			Provide our executive officers with a level of stability and certainty each year based on role, evolving responsibilities, experience, and competitive market positioning.


			Annual Cash Incentives			Motivate and reward executive officers for short-term corporate performance and, other than for our CEO, individual performance.


			Long-term Equity Incentives			Motivate and reward executive officers for long-term corporate performance. Align the interests of management and shareholders, thereby enhancing shareholder value. Attract, motivate, and retain talented employees.


			Health, Welfare, and Retirement Programs			Provide market competitive benefits to protect employees’ and their covered dependents’ health and welfare. Provide a program to foster retirement savings.


			Severance and Change in Control Benefits			Discourage turnover and mitigate the influence of a potential change in control on an executive officer’s decision-making due to concerns regarding job security.


	Base Salaries


Name	Annual Rate Approved for 2024 ($)	Annual Rate Approved for 2025 ($)	% Increase (%)


William H. Lewis	810,000	854,550	5.50


Sara Bonstein	530,170	583,190	10.00


Roger Adsett	598,640	622,590	4.00


Martina Flammer, M.D.	576,530	634,190	10.00


Michael A. Smith1	—	595,270	—


	Target Cash Incentive Award Opportunity as a percentage of Base Salary (%)


Name	2024	2025


William H. Lewis	75	100


Sara Bonstein	45	50


Roger Adsett	50	50


Martina Flammer, M.D.	45	50


Michael A. Smith1	—	50


			Corporate Objectives			Weighting (% of Corporate Objectives)


			Respiratory Franchise Performance			65


			Lifecycle & Development Execution			15


			Research			10


			Enhancement of Corporate Operations			10


			Total			100


Corporate Objectives	Weighting (% of Corporate Objectives)	Actual Performance (%)	Actual % of Corporate Objectives Earned


Respiratory Franchise Performance	65	190	124


Lifecycle & Development Execution	15	165	25


Research	10	100	10


Enhancement of Corporate Operations	10	160	16


Total Corporate Performance	100		175


			Named Executive Officer			Individual Goals


			Sara Bonstein			•Assess financing options and facilitate access to the capital markets to support the Company's balance sheet •Continue to develop the Company's strategic plan for the next five years •Leverage the Company’s investor relations capabilities to educate stakeholders about BRINSUPRI launch expectations •Support the Company's efforts to update organizational design, including implementing corresponding changes in the finance department


			Roger Adsett			•Enhance the Company's portfolio strategy to increase team effectiveness •Continue to identify attractive business development opportunities •Strengthen the Company's supply chains for commercial and clinical trials •Continue to drive progress across pre-clinical programs with a focus on advancing toward IND submissions


			Martina Flammer, M.D.			•Deliver successful results in clinical trials in brensocatib, TPIP and ARIKAYCE and related regulatory submissions •Support cross-functional launch preparations for BRINSUPRI and appropriately engage with external stakeholders •Work with pre-clinical programs to dose initial patients in DMD study and provide guidance for regulatory and clinical strategies •Provide robust leadership across CMO function and continue to cultivate internal talent


			Michael A. Smith			•Work cross-functionally to address and implement solutions to government-affairs needs •Advise on legal and quality assurance aspects of BRINSUPRI launch •Support the Board in the exercise of its fiduciary duties •Stay abreast of legal developments affecting the Company


			Allocation of Bonus		Actual Bonus Achievement


Name	Base Salary ($)	Target Bonus (%)	Corporate Goals (%)	Individual Goals (%)	Corporate Goals (%)	Individual Goals (%)	2025 Cash Bonus ($)


William H. Lewis	854,550	100	100	—	175	—	1,495,463


Sara Bonstein	583,190	50	75	25	175	175	510,292


Roger Adsett	622,590	50	75	25	175	175	544,767


Martina Flammer, M.D.	634,190	50	75	25	175	175	554,915


Michael A. Smith	595,270	50	75	25	175	175	520,862


Name	Date of Grant	Options Granted1,2	RSUs Granted3


William H. Lewis	1/8/2025	109,490	22,824
	5/15/2025	108,380	22,314


Sara Bonstein	1/8/2025	31,930	6,657
	5/15/2025	31,610	6,508


Roger Adsett	1/8/2025	31,930	6,657
	5/15/2025	31,610	6,508


Martina Flammer, M.D.	1/8/2025	31,930	6,657
	5/15/2025	31,610	6,508


Michael A. Smith	1/8/2025	27,370	5,706
	5/15/2025	27,100	5,578



			Milestone Conditions			The issuance of a press release announcing certain top-line results from the ASPEN trial by the latter part of the second quarter of 2024 and the acceptance of an NDA by the FDA for brensocatib. If Insmed had not filed an NDA due to the clinical trial results, or the FDA did not accept an NDA, for brensocatib, PSUs would not have vested. When milestone conditions were achieved, the PSUs vested subject to the two further requirements summarized below.


			Relative TSR Modifier			To ensure any results related to brensocatib aligned with the creation of value for our long-term shareholders, a relative TSR modifier was applied to any PSUs that vested as a result of achieving the milestone conditions. TSR was assessed through the 30-days following the press release filing, with comparisons made to the Nasdaq Biotech Index constituents as follows: •If Insmed’s TSR was negative, or if Insmed’s TSR ranked below the 25th percentile, no PSUs would have vested regardless of milestone and service achievements •If Insmed’s TSR was at or above the 25th percentile and less than the 50th percentile, a 0.5x modifier would have applied, reducing the number of PSUs that vested by 50% •If Insmed’s TSR was at or above the 50th percentile and less than the 75th percentile, a 1.0x modifier would have applied •If Insmed’s TSR was at or above the 75th percentile, and less than the 90th percentile, a 2.0x modifier would have applied •If Insmed’s TSR was at or above the 90th percentile, indicating significant value had been created for our shareholders relative to peers, a 2.5x modifier would have applied


			Service Conditions			To ensure PSUs meet the objective of retaining senior leaders during the applicable period, a recipient must have remained in continuous employment with the Company through the later of the third anniversary of the grant date and the date the NDA for brensocatib was accepted by the FDA.



Performance Condition	The payout will be based on the number of IND applications accepted over a three-year period ending December 31, 2028:

		Accepted IND applications:	3 or fewer		4		5		6		7 or more

		Payout (% of target PSUs):	—	%	50	%	100	%	150	%	200	%

		If there are fewer than four IND applications accepted by the FDA, none of the PSUs will vest. Definition of successful IND application acceptance requires Insmed to conduct the studies that generated the product-related data included in the IND application (i.e., acquisition related filings where Insmed did not conduct the studies generating product-related data will be excluded from consideration).


Service Condition		To ensure PSUs meet the objective of retaining senior leaders during this period, a recipient must remain in continuous employment with the Company through the vesting date of February 1, 2029.


Name	Target Number of PSUs Granted	Notional Target Value on the Date of Grant ($)1


William H. Lewis	22,851	4,499,819


Sara Bonstein	6,474	1,274,860


Roger Adsett	6,474	1,274,860


Martina Flammer, M.D.	6,474	1,274,860


Michael A. Smith	5,712	1,124,807


Name And Principal Position	Year	Salary ($)	Bonus ($)		Stock Awards1 ($)	Option Awards2 ($)	Non-Equity Incentive Plan Compensation3 ($)	All Other Compensation4 ($)	Total ($)


William H. Lewis CEO	2025	854,550	—		2,999,940	9,000,033	1,495,463	117,407	14,467,393
	2024	810,000	—		2,206,246	6,618,734	1,215,000	93,591	10,943,571
	2023	780,000	—		2,206,232	6,616,654	702,000	106,374	10,411,260


Sara Bonstein Chief Financial Officer	2025	583,190	—		874,966	2,624,787	510,292	24,194	4,617,429
	2024	530,170	—		749,990	2,250,057	462,250	19,538	4,012,005
	2023	511,010	—		1,312,464	2,436,713	276,000	23,395	4,559,582


Roger Adsett Chief Operating Officer	2025	622,590	—		874,966	2,624,787	544,767	24,295	4,691,405
	2024	598,640	—		749,990	2,250,057	561,230	96,483	4,256,400
	2023	577,000	—		749,979	2,249,276	346,200	85,320	4,007,775


Martina Flammer, M.D. Chief Medical Officer	2025	634,190	—		874,966	2,624,787	554,915	27,655	4,716,513
	2024	576,530	16,210	5	749,990	2,250,057	502,670	19,399	4,114,856
	2023	555,690	—		1,099,964	2,249,276	300,100	16,500	4,221,530


Michael A. Smith Chief Legal Officer6	2025	595,270	—		749,951	2,250,113	520,862	21,964	4,138,160
	2024	—	—		—	—	—	—	—
	2023	—	—		—	—	—	—	—


		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards1			Estimated Possible Payouts Under Equity Incentive Plan Awards2			All Other Stock Awards: Number Of Shares Of Restricted Stock Units (RSUs)3 (#)	All Other Option Awards: Number Of Securities Underlying Options4 (#)	Exercise Or Base Price Of Option Awards ($/SH)	Grant Date Fair Value Of Stock And Option Awards5 ($)


Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)


William H. Lewis	—	—	854,550	1,709,100	—	—	—	—	—	—	—
	1/8/2025 (options)	—	—	—	—	—	—	—	109,490	65.72	4,500,280
	1/8/2025 (RSUs)	—	—	—	—	—	—	22,824	—	—	1,499,993
	5/15/2025 (options)	—	—	—	—	—	—	—	108,380	67.22	4,499,753
	5/15/2025 (RSUs)	—	—	—	—	—	—	22,314	—	—	1,499,947
	12/15/2025 (PSUs)	—	—	—	11,426	22,851	45,702	—	—	—	—


	Option Awards						Stock Awards


Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date1	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested2 ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested2 ($)


William H. Lewis	62,160		—	—	17.16	5/17/2027	—		—	—		—
	87,627		—	—	30.46	1/4/2028	—		—	—		—
	277,570		—	—	13.91	1/3/2029	—		—	—		—
	141,295		—	—	23.75	1/3/2030	—		—	—		—
	58,824		—	—	34.03	1/7/2031	—		—	—		—
	78,936		—	—	26.46	5/12/2031	—		—	—		—
	76,126		14,854	—	26.43	1/6/2032	—		—	—		—
	123,447		22,445	—	17.07	5/11/2032	—		—	—		—
	39,734		30,762	—	19.74	1/5/2033	—		—	—		—
	182,809		129,042	—	18.95	5/11/2033	—		—	—		—
	56,091		93,487	—	29.13	1/4/2034	—		—	—		—
	62,796		104,660	—	25.83	5/13/2034	—		—	—		—
	—		109,490	—	65.72	1/8/2035	—		—	—		—
	—		108,380	—	67.22	5/15/2035	—		—	—		—
	—		—	—	—	—	155,351	3	27,037,288	—		—
	—		—	—	—	—	—		—	11,426	4	1,988,494
	175,530	5	—	—	13.67	1/5/2027	—		—	—		—


	Cash Severance1 ($)	Pro-Rata Bonus2 ($)	Benefits3 ($)	Value of Accelerated Equity4 ($)	Total ($)


William H. Lewis	3,418,200	854,550	150	113,985,735	118,258,635


Sara Bonstein	1,312,178	291,595	150	47,259,693	48,863,616


Roger Adsett	1,400,828	311,295	150	46,203,045	47,915,318


Martina Flammer, M.D.	1,426,928	317,095	150	46,048,476	47,792,649


Michael A. Smith	1,339,358	297,635	150	38,275,957	39,913,100


	Grant date	Number of securities underlying the award	Per share exercise price of the award ($)	Grant date fair value of the award ($)	Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information (%)


William H. Lewis	1/8/2025	109,490	65.72	4,500,280	4.88
	5/15/2025	108,380	67.22	4,499,753	0.98


Sara Bonstein	1/8/2025	31,930	65.72	1,312,393	4.88
	5/15/2025	31,610	67.22	1,312,393	0.98


Roger Adsett	1/8/2025	31,930	65.72	1,312,393	4.88
	5/15/2025	31,610	67.22	1,312,393	0.98


Martina Flammer, M.D.	1/8/2025	31,930	65.72	1,312,393	4.88
	5/15/2025	31,610	67.22	1,312,393	0.98


Michael A. Smith	1/8/2025	27,370	65.72	1,124,967	4.88
	5/15/2025	27,100	67.22	1,125,146	0.98


					Value of Initial Fixed $100 Investment Based On:


Year	Summary Compensation Table Total for PEO1 ($)	Compensation Actually Paid to PEO2 ($)	Average Summary Compensation Table Total for Non-PEO NEOs3 ($)	Average Compensation Actually Paid to Non-PEO NEOs4 ($)	Total Shareholder Return5 ($)	Peer Group Total Shareholder Return6 ($)	GAAP Net Income (Loss) ($ in thousands)


2025	14,467,393	127,861,600	4,540,877	44,102,871	523	120	(1,276,775)


2024	10,943,571	51,862,690	4,123,249	19,665,192	207	91	(913,772)


2023	10,411,260	17,719,035	4,169,997	7,124,646	93	92	(749,567)


2022	7,789,898	4,334,915	3,964,362	2,740,466	60	89	(481,534)


2021	7,322,642	2,807,467	3,323,439	1,870,969	82	99	(434,654)


Year	Summary Compensation Table Total ($)	Deductions for Reported Grant Date Fair Value of Stock AwardsA ($)	Deductions for Reported Grant Date Fair Value of Option AwardsA ($)	Additions for Pay Versus Performance Equity AdjustmentsB ($)	Compensation Actually Paid ($)


2025	14,467,393	(2,999,940)	(9,000,033)	125,394,180	127,861,600