David R. Brennan
INSMEDAbout David R. Brennan
David R. Brennan, age 71, is an independent Class III director of Insmed, serving on the Board since May 2014 and as Lead Independent Director since November 2018. He brings more than 45 years of experience in the pharmaceutical industry, with prior leadership roles including CEO of AstraZeneca and Chairman (and interim CEO) of Alexion; he holds a B.A. in business administration from Gettysburg College. The Board cites his public pharma board experience and executive leadership in commercialization and product management as core credentials for Insmed’s strategy and oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alexion Pharmaceuticals (formerly Nasdaq: ALXN) | Chairman of the Board; Interim CEO | Chairman until 2021; Interim CEO 2016–2017 | Led Board through acquisition by AstraZeneca; executive leadership during interim period |
| AstraZeneca PLC (NYSE: AZN) | CEO; Director; EVP North America; SVP Commercialization & Portfolio Mgmt | Director 1999–2012 | P&L and commercialization leadership at global scale |
| Astra Merck, Inc. | Director | 1995–1999 | Joint-venture commercial leadership |
| Merck & Co., Inc. | Executive roles (various) | 1975–1994 | Commercial and operating responsibilities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alexion Pharmaceuticals | Chairman of the Board (former) | Until 2021 | Public company board service (recent) |
| AstraZeneca PLC | Director (former) | 1999–2012 | Former public company directorship |
Board Governance
- Leadership: Brennan serves as Lead Independent Director, with defined responsibilities including chairing executive sessions, providing input on agendas, consulting with committee chairs/management, overseeing retention of outside advisors, and attending committee meetings where he is not a member. The Board asserts the combined CEO/Chair role is balanced by Brennan’s LID role.
- Committee assignments: Chair, Compensation Committee; not listed as a member of Audit, Nominations & Governance, or Science & Technology.
- Independence: The Board determined Brennan is independent under Nasdaq standards.
- Meetings and attendance: The Board met 8 times in 2024; each director attended at least 75% of aggregate Board and committee meetings during their tenure; all directors attended the 2024 Annual Meeting.
- Committee workloads (2024): Audit (5 meetings); Compensation (7); Nominations & Governance (4); Science & Technology (2).
- Executive sessions: Held regularly at the end of Board and committee meetings; LID chairs independent director sessions.
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Board annual retainer | $50,000 | Paid quarterly; no per‑meeting fees |
| Lead Independent Director retainer | $25,000 | Additional to base retainer |
| Compensation Committee Chair retainer | $20,000 | Chair fee (Compensation Committee) |
| Total cash (Brennan) | $95,000 | Matches $50k + $25k + $20k schedule |
| Expense reimbursement | — | Directors reimbursed for Board/committee meetings |
Performance Compensation
| Equity Instrument | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting/Performance Conditions | Options Outstanding |
|---|---|---|---|---|---|
| RSUs (annual director grant) | May 13, 2024 | 13,162 | $340,000 | Vest on first anniversary, contingent on attending ≥75% of Board meetings during the year | None; no director options granted in 2024 and none outstanding as of 12/31/2024 |
Director compensation is set using market data and advice from independent consultant WTW; mix is cash retainers and RSUs, using the same peer group framework as NEOs. Director ownership guideline equals 3x annual retainer within five years; as of the Record Date, all non‑employee directors with ≥5 years of service exceeded the guideline.
Other Directorships & Interlocks
| Company | Current/Past | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Alexion Pharmaceuticals | Past | Chairman; Interim CEO | Former board chair at a rare disease biotech acquired by AstraZeneca; no related‑party transactions disclosed by Insmed in proxy |
| AstraZeneca PLC | Past | CEO; Director | Former leadership/directorship at large pharma; no Insmed‑related party transactions disclosed in proxy |
Expertise & Qualifications
- 45+ years in pharma across executive management, commercialization, and product management; Board states this experience makes him a valuable asset.
- Education: B.A. in business administration, Gettysburg College.
- Lead Independent Director experience and compensation oversight expertise (Compensation Committee Chair).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | RSUs Held (Unvested) at 12/31/2024 | Options (Exercisable/Unexercisable) | Hedging/Pledging |
|---|---|---|---|---|---|
| David R. Brennan | 108,713 | <1% | 13,162 | None; no director options outstanding as of 12/31/2024 | Company policy prohibits hedging; pledging restricted and subject to approvals; no executive officer pledges approved in 2024 |
Director stock ownership guideline for non‑employee directors is 3x annual retainer within five years; all non‑employee directors with ≥5 years of service exceeded guidelines. Brennan has served since 2014.
Governance Assessment
- Strengths
- Independent Lead Director with robust, codified responsibilities; provides balance to combined CEO/Chair structure and enhances board oversight and engagement.
- Chairs Compensation Committee with seven meetings in 2024; committee meets heightened independence standards and oversees executive pay philosophy, risk, succession, and culture/talent initiatives.
- Attendance and engagement: Board met eight times; all directors met ≥75% attendance and attended the 2024 Annual Meeting.
- Strong alignment: Majority of director pay in RSUs with service/attendance-based vesting; ownership guidelines in place and met by long‑tenured directors.
- Governance safeguards: Prohibitions on hedging, restricted pledging, and an executive compensation recoupment policy; executive sessions held regularly.
- Watch items / potential risks
- Combined CEO/Chair structure persists (mitigated by LID role).
- No director‑specific performance metrics (RSUs are time/attendance‑based); equity remains time‑vested rather than performance‑vested for directors, which is standard but offers limited direct performance linkage.
- Red flags
- None disclosed regarding related‑party transactions, pledging by directors, or attendance shortfalls specific to Brennan.
Overall, Brennan’s profile—long-tenured independent LID, compensation oversight expertise, prior C‑suite and chair experience at large-cap/pharma—supports board effectiveness and investor confidence, with low observable governance risk in the latest proxy cycle.