Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 29, 2014, the Board of Directors (the “Board”) of Insmed Incorporated (the “Company”) increased the size of the Board to eight members and appointed Mr. David Brennan as a director on the Board and as a member of the Company’s Compensation Committee. Mr. Brennan shall serve as a Class III member of the Board. The terms of Class III directors expire at the 2015 Annual Meeting of Shareholders.
Mr. Brennan has more than 37 years of experience in the pharmaceutical industry. Most recently, Mr. Brennan worked with AstraZeneca PLC, a global biopharmaceutical company (“AstraZeneca”), where he served as Chief Executive Officer from 2006 until June 2012; as Executive Vice President of North America from 2001 to 2006; and as Senior Vice President of Commercialization and Portfolio Management from 1999 to 2001. Mr. Brennan also served as a member of the Board of Directors of AstraZeneca from 2005 to 2012. Mr. Brennan received a B.A. in Business Administration from Gettysburg College.
Mr. Brennan will receive the standard compensation amounts payable to non-employee directors of the Company, as described in the Company’s definitive proxy statement relating to its 2014 Annual Meeting of Shareholders. His annual cash retainer will be pro-rated for 2014 to reflect his expected term of service during the current calendar year. Also pursuant to these arrangements, Mr. Brennan will receive an initial grant of restricted stock units (“RSUs”) for a number of shares equal to $35,671 in market value, which represents the $60,000 value of the annual equity award for non-employee directors of the Company, pro-rated to reflect his expected term of service during the current calendar year. The RSUs will vest on the one year anniversary of