Carol A. Schafer
INSMEDAbout Carol A. Schafer
Independent director since April 2020 (age 61), Carol A. Schafer brings 30+ years in investment banking, equity capital markets and corporate finance, including senior roles at Wells Fargo Securities and J.P. Morgan, and operating experience at Lexicon Pharmaceuticals. She holds a B.A. in mathematics and computer science (Boston College) and an M.B.A. (NYU Stern), and is designated by the Board as an audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hyphen Advisors, LLC | Managing Partner | 2018–present | Capital markets and BD advisory to biopharma; deep ECM expertise |
| Wells Fargo Securities | Vice Chair, Equity Capital Markets; Managing Director | 2007–2018 | Led ECM execution; significant financing experience for pharma/biotech |
| Lexicon Pharmaceuticals | VP, Finance & Business Development | 2003–2007 | Corporate finance and BD operator-side experience |
| J.P. Morgan | MD, Equity Capital Markets Sector Head; Vice President | 1986–2003 | Led ECM sector origination/execution |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Kura Oncology, Inc. (Nasdaq: KURA) | Director | Current | Biotech; roles at other companies not disclosed in INSM proxy |
| Repare Therapeutics, Inc. (Nasdaq: RPTX) | Director | Current | Biotech |
| Immunome, Inc. (Nasdaq: IMNM) | Director | Current | Biotech |
| Idera Pharmaceuticals, Inc. (Nasdaq: IDRA) | Director | Ended Sep 2022 | Prior public board service |
| Five Prime Therapeutics, Inc. (Nasdaq: FPRX) | Director | Ended Apr 2021 | Company acquired by Amgen |
Board Governance
- Committee assignments: Audit Committee member; Nominations & Governance Committee member .
- Audit Committee met 5x in 2024; Nominations & Governance Committee met 4x in 2024 .
- Audit committee financial expert designation (SEC definition) .
- Independence: Board determined Ms. Schafer is independent under Nasdaq standards .
- Board attendance: Board met 8x in 2024; every director attended at least 75% of Board and committee meetings during their tenure .
- Board structure: Combined Chair/CEO with a Lead Independent Director (David R. Brennan); executive sessions held regularly; directors limited to four public company boards (Schafer sits on INSM plus three others, at the policy limit) .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | 50,000 | Non-employee director retainer |
| Audit Committee member fee | 10,000 | Member fee (non-chair) |
| Nominations & Governance Committee member fee | 5,000 | Member fee (non-chair) |
| Total cash fees (2024) | 65,000 | Matches Director Compensation table for Schafer |
Performance Compensation
| Grant | RSUs (#) | Grant-date fair value (USD) | Vesting | Attendance condition |
|---|---|---|---|---|
| 2024 annual RSU (May 13, 2024) | 13,162 | ~340,000 | 100% on first anniversary | Must attend ≥75% of Board meetings in award year |
| 2025 Form 4-reported award (May 15, 2025) | 5,058 | — | Not disclosed in proxy; Form 4 reflects award and updated holdings | Post-award holdings 63,317 (see Equity Ownership) |
No director performance metrics (TSR, revenue, EBITDA, ESG) apply to non-employee director compensation; RSUs are time-based with attendance-linked vesting .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Compensation Committee interlocks | None involving INSM executives/Board during 2024 |
| Related-party transactions | None since Jan 1, 2024 requiring Item 404 disclosure |
| Board service limit | Directors limited to four public company boards; Schafer is at limit (INSM + KURA + RPTX + IMNM) |
Expertise & Qualifications
- Equity capital markets and biopharma financing expertise (Wells Fargo Securities Vice Chair ECM; J.P. Morgan ECM Sector Head) .
- Corporate finance and BD operator experience (Lexicon Pharmaceuticals) .
- Audit Committee financial expert (SEC-defined) .
- Education: B.A. Mathematics & Computer Science (Boston College); M.B.A. (NYU Stern) .
Equity Ownership
| Measure | Amount | As-of | Notes |
|---|---|---|---|
| Beneficial ownership (common shares) | 45,097 | Record Date (Mar 7, 2025) | Held by the Carol A. Schafer Revocable Trust |
| Shares outstanding | 181,820,010 | Record Date (Mar 7, 2025) | For ownership % calculation |
| Ownership as % of shares outstanding | ~0.0248% | Record Date | Computed from above (45,097 / 181,820,010) |
| Unvested RSUs held | 13,162 | Dec 31, 2024 | Annual director grant; all non-employee directors held 13,162 RSUs |
| Post-2025 Form 4 holdings (common) | 63,317 | May 15, 2025 | After 5,058 share award |
| Insider trading policy | Hedging and short sales prohibited; pledging restricted; margin accounts not permitted | ||
| Director ownership guidelines | 3x annual retainer within 5 years; directors ≥5 years exceeded guidelines as of Record Date |
Governance Assessment
- Strengths: Independent director; Audit Committee financial expert; dual governance roles (Audit; Nominations & Governance); strong ECM/finance background aligned to INSM’s capital markets and growth needs; attends meetings at required thresholds; equity-heavy director pay supports alignment (84% equity in 2024; $340k RSUs vs $65k cash) .
- Alignment/Risk controls: Anti-hedging and anti-pledging policy; director stock ownership guidelines; regular executive sessions; director resignation policy for low support; no related-party transactions disclosed .
- Watch items: Board load at the company’s policy limit of four public company boards—appropriate under guidelines but warrants monitoring for time/attention risk as INSM scales and enters new launch/approval phases .
- Shareholder sentiment context: Say-on-pay support of ~94% in 2024 (for executives) reflects broad governance support environment; not directly about director pay but relevant to overall governance confidence .
Insider transactions for Carol A. Schafer (context)
| Year | Transaction Date | Type | Shares Awarded | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| 2023 | May 11, 2023 | Award (A) | 13,192 | 45,097 | |
| 2024 | May 13, 2024 | Award (A) | 13,162 | 58,259 | |
| 2025 | May 15, 2025 | Award (A) | 5,058 | 63,317 |
Awards are consistent with INSM’s fixed-value annual RSU program for directors; lower share counts in 2025 reflect a higher stock price environment, not reduced value .
Citations:
Committee roles, age, director since, education, other boards ; Committee roster, meeting counts ; Independence and attendance ; Director compensation cash and RSU details ; Beneficial ownership, shares outstanding ; Related-party transactions ; Insider trading and anti-pledging ; Board structure and lead independent role ; Say-on-pay result .