Clarissa Desjardins
INSMEDAbout Clarissa Desjardins
Clarissa Desjardins, Ph.D., age 58, has served on Insmed’s Board since November 2019 and is currently an independent director and Chair of the Science & Technology Committee. She brings 30+ years of biotechnology leadership, including founding and leading multiple biopharma companies. Education: B.Sc. in anatomical sciences and history/philosophy of science (McGill), Ph.D. in neurology and neurosurgery (McGill), and postdoctoral fellowship at Douglas Hospital Research Centre (McGill) . She is a Class II director with a term expiring at the 2026 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Congruence Therapeutics | Founder & CEO | 2021–present | Drug discovery leadership; biotech company founding expertise |
| Clementia Pharmaceuticals (Nasdaq: CMTA) | Founder, President & CEO, Director | 2011–2019 | Led company to acquisition by Ipsen in 2019 |
| CEPMED (Centre of Excellence in Personalized Medicine) | President & CEO, Director | 2009–2011 | Personalized medicine leadership |
| Caprion Pharmaceuticals | Co-Founder, SVP Corporate Development, Director | 1998–2007 | Corporate development and operations |
| Advanced Bioconcept | Co-Founder, VP Business Development | 1992–1998 | Early-stage biotech commercialization |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BELLUS Health (Nasdaq/TSX: BLU) | Director | Until June 2023 | Public company board experience |
| Xenon Pharmaceuticals (Nasdaq: XENE) | Director | Until June 2021 | Public company board experience |
Board Governance
- Committee assignments: Chair, Science & Technology Committee; not listed as a member of Audit, Compensation, or Nominations & Governance in 2025 matrix .
- Independence: Board determined Dr. Desjardins is independent under Nasdaq rules .
- Meeting attendance: Board met eight times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Committee activity: Science & Technology Committee held 2 meetings in 2024; all members of this committee (including Dr. Desjardins) are independent .
- Board structure: Combined Chair/CEO (William H. Lewis) with a Lead Independent Director (David R. Brennan) .
- Director service limits: Directors limited to four public company boards; public company CEOs limited to two public boards .
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount ($) |
|---|---|
| Annual cash retainer | 50,000 |
| Science & Technology Committee Chair fee | 15,000 |
| Committee membership fees (other committees) | — (not listed as member) |
| Total cash fees (reported) | 65,000 |
Performance Compensation (Non-Employee Director – 2024)
| Grant Type | Grant Date | Shares Granted | Grant-Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs | May 13, 2024 | 13,162 | 340,000 | Vest on 1st anniversary, contingent on ≥75% Board meeting attendance during award year | All non-employee directors received same grant; none received option awards in 2024; none held options as of 12/31/2024 |
- Director compensation mix: cash retainers plus RSUs; structure informed by independent consultant WTW and peer group; director stock ownership guidelines require 3x annual retainer within five years of appointment; as of Record Date, all non-employee directors with 5+ years on the Board exceeded guidelines .
Other Directorships & Interlocks
| Type | Company | Details |
|---|---|---|
| Prior public board | BELLUS Health (BLU) | Director until June 2023 |
| Prior public board | Xenon Pharmaceuticals (XENE) | Director until June 2021 |
- No related-party transactions requiring disclosure since Jan 1, 2024 .
Expertise & Qualifications
- Scientific credentials: Ph.D. in neurology/neurosurgery; postdoc fellowship; deep R&D and clinical development oversight through SciTech Committee .
- Operating experience: Founder/CEO roles across multiple biopharma companies; corporate development and public company leadership .
- Board qualification: Leads strategic oversight of pre-clinical R&D, clinical development, competitive landscape, and scientific aspects of BD transactions as SciTech Chair .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | RSUs Held (12/31/2024) | Options Held |
|---|---|---|---|---|
| Clarissa Desjardins, Ph.D. | 48,787 | <1% | 13,162 | None |
| Citations: beneficial ownership and <1%: ; RSUs held: ; no director options held: . |
- Anti-hedging/pledging: Insider trading policy prohibits hedging and restricts pledging without CFO and CLO approval (executive officers require Compensation Committee approval); no executive officer pledges approved in 2024 .
- Section 16 compliance: All directors timely filed required ownership reports in 2024 .
Governance Assessment
- Board effectiveness: As SciTech Chair, Desjardins oversees R&D/clinical development strategy, competitive landscape, and scientific aspects of BD—aligned with Insmed’s pipeline-centric value drivers. Committee met 2 times in 2024, which signals focused oversight cadence; Board and committees conduct annual self-evaluations with third-party facilitation used in 2024 to enhance process .
- Alignment and incentives: Cash/equity mix for directors emphasizes ownership via RSUs and attendance-linked vesting (≥75% threshold), reinforcing engagement and discipline; she earned $65k cash and $340k RSUs (13,162 units) for 2024 .
- Independence and conflicts: Board affirms her independence; no related-party transactions disclosed since 1/1/2024; insider policy restricts hedging/pledging, reducing misalignment risk .
- Ownership: 48,787 shares beneficially owned, <1%; RSU grant and director guidelines (3x retainer within five years) foster longer-term alignment; company disclosed all directors with ≥5 years exceeded guidelines as of the Record Date, which likely includes Desjardins given her 2019 appointment .
- RED FLAGS to monitor:
- Combined Chair/CEO structure mitigated by Lead Independent Director, but still a governance sensitivity for some investors .
- SciTech Committee met 2 times in 2024; given Insmed’s pivotal clinical programs, investors may prefer robust cadence and clear reporting of outcomes from SciTech oversight .
Net view: Desjardins’ scientific and founding experience, independent status, and chair role on the SciTech Committee are positives for R&D governance. Compensation and ownership policies show strong alignment and attendance-based accountability. No disclosed related-party exposures or hedging/pledging issues, reducing conflict risk .