Insmed appoints Paul Hudson and Utpal Koppikar directors
The directors’ compensation includes committee-specific cash retainers and RSUs conditioned on continued board service at each vesting date.
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Form Type
8-K
Rhea-AI Filing Summary
Insmed Incorporated (INSM) appointed Paul Hudson as a Class II director and Utpal Koppikar as a Class I director, effective October 19, 2026. Hudson will serve on the Compensation Committee and Koppikar on the Audit Committee; both are subject to election at the Company’s 2027 Annual Meeting of Shareholders.
Each director will receive an annual cash retainer of $65,000, prorated in the current year based on the appointment date, and restricted stock units with a grant date fair value of approximately $585,000. The RSUs vest in equal parts on each of the first three one-year anniversaries of the award date, provided each recipient remains a director on each vesting date.
Filing Explained
The filing adds prorated annual committee cash retainers of
8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Annual cash retainer: $65,000 per director
Committee annual cash retainer: $12,500 per director
RSU grant date fair value: Approximately $585,000 per director
+1 more
4 metrics
Annual cash retainer
$65,000 per director
Prorated in the current year based on the date of appointment.
Committee annual cash retainer
$12,500 per director
Additional annual retainer for committee service, prorated in the current year.
RSU grant date fair value
Approximately $585,000 per director
Restricted stock unit grant for each new director.
RSU vesting schedule
Three one-year anniversaries
RSUs vest in equal parts, subject to each recipient remaining a director on each vesting date.
Key Terms
Class II director, restricted stock units, grant date fair value, prorated
4 terms
Class II director technical
"serves as a Class II director"
A class II director is a member of a company’s board who belongs to one of several staggered groups of directors, each group standing for election in different years. For investors, this matters because staggered terms slow wholesale board turnover—like rotating members of a neighborhood committee—making sudden changes in control or strategy harder and affecting how quickly shareholders can influence corporate direction.
restricted stock units financial
"grant of restricted stock units (“RSUs”)"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
grant date fair value financial
"grant date fair value of approximately $585,000"
The grant date fair value is the estimated dollar worth of a stock-based award (such as stock options or restricted shares) at the exact moment it is given to an employee or contractor. Investors care because companies use that value to record compensation expenses and to show how much potential ownership and earnings dilution those awards could create—think of it as the price tag placed on a gift card when it is handed over so the company can report the cost now.
prorated financial
"prorated in the current year based on the date of appointment"
Prorated means dividing or allocating a quantity, cost, or benefit proportionally based on the amount of time or usage involved. For example, if a service fee is paid monthly but someone uses only part of the month, the fee is adjusted to reflect the actual time used. This ensures fairness by matching costs or benefits to the actual period or amount involved, which can impact how investors evaluate expenses, returns, or value.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What committee compensation will the new INSM directors receive?
Paul Hudson, a Compensation Committee member, will receive an additional annual cash retainer of $12,500; Utpal Koppikar, an Audit Committee member, will receive an additional annual cash retainer of $12,500. Each committee retainer is prorated in the current year based on the date of appointment.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 16, 2026
(Exact name of registrant as specified in its charter)
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(Address of principal executive offices)
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Registrant’s telephone number, including area code: (908 ) 977-9900
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or
Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On October 16, 2026, the Board of Directors (the “Board”) of Insmed Incorporated (the “Company”) appointed Paul Hudson and Utpal Koppikar as members of
the Board, effective October 19, 2026. Mr. Hudson serves as a Class II director, and Mr. Koppikar serves as a Class I director, with each subject to election at the Company’s 2027 Annual Meeting of Shareholders. Mr. Hudson has been appointed to
serve on the Board’s Compensation Committee, and Mr. Koppikar has been appointed to serve on the Board’s Audit Committee.
Mr. Hudson brings more than three decades of senior executive leadership across some of the world’s most prominent biopharmaceutical companies. He most
recently served as Chief Executive Officer (“CEO”) of Sanofi S.A. from September 2019 through February 2026, where he led a sweeping transformation of the organization. Prior to Sanofi, Mr. Hudson served as CEO of Novartis Pharmaceuticals from 2016
to 2019 and as a member of the Novartis Executive Committee. His career in healthcare has spanned the globe, with roles in the U.S., Japan, and Europe. Prior to Novartis, he held a series of senior operational and commercial leadership positions at
AstraZeneca, including President of AstraZeneca United States and Executive Vice President, North America. Mr. Hudson began his career in sales and marketing roles at Schering-Plough, GlaxoSmithKline UK, and Sanofi-Synthélabo UK.
Mr. Koppikar is a seasoned biopharma finance executive with a distinguished track record of
driving financial leadership across multiple stages of company growth. He has served as Chief Financial Officer (“CFO”) at Verily Health Inc., a healthcare data
intelligence company focused on enabling more personal, predictive, and precise health solutions, since April 2023, where he is responsible for the finance,
real estate and workplace services, and corporate development functions. Previously, Mr. Koppikar served as Executive Vice President and CFO at Atara Biotherapeutics from 2018 to 2023. Prior to Atara, he held several senior financial leadership
positions at Gilead Sciences and Amgen. Mr. Koppikar currently serves on the Board of Directors of C4 Therapeutics, Inc. (Nasdaq: CCCC).
In connection with their service on the Board, each of Mr. Hudson and Mr. Koppikar will receive an annual cash retainer of $65,000, prorated in the
current year based on the date of appointment. As a member of the Compensation Committee, Mr. Hudson will receive an additional annual cash retainer of $12,500, prorated in the current year based on the date of appointment. As a member of the Audit
Committee, Mr. Koppikar will receive an additional annual cash retainer of $12,500, prorated in the current year based on the date of appointment. In addition, each of Mr. Hudson and Mr. Koppikar will receive a grant of restricted stock units
(“RSUs”) with a grant date fair value of approximately $585,000. The RSUs will vest in equal parts on each of the first three one-year anniversaries of the date of the award, provided that each of Mr. Hudson and Mr. Koppikar remain a director on
each such vesting date.
There is no arrangement between either Mr. Hudson or Mr. Koppikar and any person pursuant to which they were selected as a director. Each of Mr. Hudson
and Mr. Koppikar 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.
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On October 20, 2026, the Company issued a press release announcing the appointments of Mr. Hudson and Mr. Koppikar. A copy of the press release is
attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| ITEM 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
No.
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Description
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99.1
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Press release issued by Insmed Incorporated on October 20, 2026.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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Dated: October 20, 2026
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INSMED INCORPORATED
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By:
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/s/ Michael A. Smith
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Name:
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Michael A. Smith
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Title:
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Chief Legal Officer and Secretary
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Exhibit 99.1
Insmed Appoints Two New Directors to Its Board
—Paul Hudson, Former CEO of Sanofi and Novartis Pharmaceuticals, and Utpal Koppikar, CFO of Verily Health and Veteran Biopharma Finance Leader, Join
as New Independent Directors—
BRIDGEWATER, N.J., Oct. 20, 2026 -- Insmed Incorporated (Nasdaq: INSM), a people-first global biopharmaceutical company striving to deliver first- and best-in-class
therapies to transform the lives of patients facing serious diseases, today announced the appointment of Paul Hudson and Utpal Koppikar as independent members of its Board of Directors, effective immediately. The additions bring deep expertise in
global biopharma leadership, commercial strategy, and financial management to Insmed's Board as the Company continues to advance its portfolio in pursuit of its mission to transform the lives of patients with serious and rare diseases.
“Paul and Utpal are exceptional additions to our Board, and I am delighted to welcome them to Insmed,” said Will Lewis, Chair and
Chief Executive Officer of Insmed. “Paul's experience leading some of the world’s largest and most complex biopharma organizations, combined with his deep commercial and strategic acumen, will be invaluable as we continue to execute our global
growth strategy. Utpal brings demonstrated financial expertise and a strong track record of value creation across the biopharma industry, which will be a tremendous asset as we work to advance our pipeline and build long-term shareholder value.
Together, they further strengthen our Board's capabilities at a pivotal time for Insmed, and I look forward to the perspectives and insights they will deliver.”
Mr. Hudson brings more than three decades of senior executive leadership across some of the world's most prominent biopharmaceutical companies. He most recently served as
Chief Executive Officer (CEO) of Sanofi S.A. from September 2019 through February 2026, where he led a sweeping transformation of the organization. Prior to Sanofi, Mr. Hudson served as CEO of Novartis Pharmaceuticals from 2016 to 2019 and as a
member of the Novartis Executive Committee. His career in healthcare has spanned the globe, with roles in the U.S., Japan, and Europe. Prior to Novartis, he held a series of senior operational and commercial leadership positions at AstraZeneca,
including President of AstraZeneca United States and Executive Vice President, North America. Mr. Hudson began his career in sales and marketing roles at Schering-Plough, GlaxoSmithKline UK, and Sanofi-Synthélabo UK.
“Insmed is a company I have admired for years — one that has built a remarkable track record of scientific innovation, clinical execution, and commercial prowess,” said
Paul Hudson. “I am honored to join the Board at such an exciting inflection point for the Company. I look forward to leveraging my experience in global commercial strategy and organizational transformation to support Insmed’s continued growth and
unwavering commitment to patients.”
Mr. Koppikar is a seasoned biopharma finance executive with a distinguished track record of driving financial leadership across multiple stages of company growth. He has
served as Chief Financial Officer (CFO) at Verily Health Inc., a healthcare data intelligence company focused on enabling more personal, predictive, and precise health solutions, since April 2023, where he is responsible for the finance, real
estate and workplace services, and corporate development functions. Previously, Mr. Koppikar served as Executive Vice President and CFO at Atara Biotherapeutics from 2018 to 2023. Prior to Atara, he held several senior financial leadership
positions at Gilead Sciences and Amgen. Mr. Koppikar currently serves on the Board of Directors of C4 Therapeutics, Inc. (Nasdaq: CCCC).
“Insmed's pipeline, commercial momentum, and people-first culture make it a truly compelling organization,” said Utpal Koppikar. “I am thrilled to join the Board and look
forward to helping guide the Company’s financial and operational strategy as it continues to scale its business in an effort to bring additional transformative therapies to patients in need.”
About Insmed
Insmed Incorporated is a people-first global biopharmaceutical company striving to deliver first- and best-in-class therapies to transform the lives of
patients facing serious diseases. The Company is advancing a diverse portfolio of approved and mid- to late-stage investigational medicines — including two approved therapies to treat chronic, debilitating lung diseases — as well as cutting-edge
drug discovery focused on serving patient communities where the need is greatest. Insmed's commercial portfolio and clinical pipeline are organized around three therapeutic areas: Respiratory, Immunology & Inflammation, and Neuro & Other
Rare. The Company's research engine is advancing a wide range of technologies and modalities, including gene therapy, AI-driven protein engineering, RNA end-joining, and synthetic rescue, in the pursuit of future pipeline candidates.
Headquartered in Bridgewater, New Jersey, Insmed has offices and research locations
throughout the United States, Europe, and Japan. Visit www.insmed.com to learn more or follow us on LinkedIn, Instagram, YouTube, and X.
Forward-looking Statements
This press release contains forward-looking statements that involve substantial risks and uncertainties. "Forward-looking statements," as that term is defined in the
Private Securities Litigation Reform Act of 1995, are statements that are not historical facts and involve a number of risks and uncertainties. Words herein such as "may," "will," "should," "could," "would," "expects," "plans," "anticipates,"
"believes," "estimates," "projects," "predicts," "intends," "potential," "continues," and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) may identify forward-looking statements.
The forward-looking statements in this press release are based upon the Company's current expectations and beliefs, and involve known and unknown risks, uncertainties,
and other factors, which may cause the Company's actual results, performance and achievements and the timing of certain events to differ materially from the results, performance, achievements, or timings discussed, projected, anticipated, or
indicated in any forward-looking statements.
The Company may not actually achieve the results, plans, intentions, or expectations indicated by the Company's forward-looking statements because, by their nature,
forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. For additional information about the risks and uncertainties that may affect the Company's
business, please see the factors discussed in Item 1A, "Risk Factors," in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 and any subsequent Company filings with the Securities and Exchange Commission (SEC).
The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date of this press release. The Company
disclaims any obligation, except as specifically required by law and the rules of the SEC, to publicly update or revise any such statements to reflect any change in expectations or in events, conditions or circumstances on which any such statements
may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.
Contact:
Investors:
Gianna De Palma
Associate Director, Investor Relations
investor.relations@insmed.com
Media:
Claire Mulhearn
Vice President, Corporate Communications
media@insmed.com