David W.J. McGirr
INSMEDAbout David W.J. McGirr
Independent Class II director of Insmed since October 2013; age 70. He serves as Chair of the Audit Committee and has been designated an “audit committee financial expert.” Education: B.S. in civil engineering (University of Glasgow) and M.B.A. (University of Pennsylvania). Background includes >30 years as a senior financial executive, notably CFO/SVP/Treasurer at Cubist Pharmaceuticals, with expertise spanning accounting, financing, capital markets, and infectious diseases commercial/operational experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| S.G. Warburg Group | Various roles; ultimately CFO, CAO, and Managing Director, S.G. Warburg & Co., Inc. | 1978–1995 | Senior finance and administrative leadership in global investment banking |
| Private Equity Investor | Investor | 1995–1996 | Private investing experience |
| GAB Robins North America, Inc. | CEO; President | 1996–1999 | P&L and operational leadership |
| hippo inc. | COO; President; Director | 1999–2003 | Operating leadership across functions |
| Cubist Pharmaceuticals, Inc. | CFO; SVP; Treasurer; Senior Advisor to CEO | 2002–2014 | Helped secure multiple product approvals and launches; deep infectious diseases domain experience |
| Relypsa, Inc. | Director | 2013–2016 | Board service through acquisition by Galenica AG |
| Roka Bioscience, Inc. | Director | 2013–2018 | Board service to asset sale |
| Menlo Therapeutics Inc. (VYNE) | Director | 2017–Mar 2020 | Board service to merger with Foamix |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rhythm Pharmaceuticals, Inc. (RYTM) | Director | Not disclosed by INSM | Committee roles not disclosed in INSM proxy |
| X4 Pharmaceuticals, Inc. (XFOR) | Director | Not disclosed by INSM | Committee roles not disclosed in INSM proxy |
Board Governance
- Committee assignments: Audit Committee Chair; designated audit committee financial expert. Current Audit members: McGirr (Chair), Altomari, Schafer; 5 Audit Committee meetings in 2024 .
- Independence: Board determined McGirr is independent under Nasdaq standards; Audit members meet heightened independence requirements under Nasdaq and Rule 10A‑3 .
- Attendance: Board held 8 meetings in 2024; each director attended at least 75% of Board and committee meetings during their tenure; all directors attended the 2024 Annual Meeting .
- Board structure context: CEO also serves as Chair; Lead Independent Director (Brennan) chairs all executive sessions and provides governance counterbalance .
- Term/class: Class II director; Class II terms expire at the 2026 Annual Meeting .
Fixed Compensation (Non‑Employee Director – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Paid quarterly; no per‑meeting fees . |
| Audit Committee Chair retainer | $20,000 | Chair premium for Audit . |
| Total cash (McGirr) | $70,000 | Reported for 2024 . |
| Annual equity grant (RSUs) | $340,000 | Granted May 13, 2024; uniform across non‑employee directors . |
| RSUs granted (shares) | 13,162 | Granted May 13, 2024; held as of 12/31/2024 . |
| Options | $0 | No option awards to directors in 2024 . |
Performance Compensation (Vesting Conditions and Incentive Structure)
| Award Type | Grant Date | Shares / Value | Vesting Schedule | Performance/Conditions |
|---|---|---|---|---|
| RSUs | May 13, 2024 | 13,162 RSUs / ~$340,000 FV | Cliff vest on first anniversary of grant | Requires attending ≥75% of Board meetings during the grant year . |
| Options | N/A (2024) | None | N/A | Company did not grant options to non‑employee directors in 2024 . |
The Company uses RSUs (service‑based with attendance threshold) and cash retainers for directors; there are no disclosed performance metrics (e.g., TSR, revenue) tied to director compensation. Director compensation levels and structure are reviewed with independent consultant WTW; ownership guidelines equal to 3× annual retainer within five years, and all non‑employee directors with ≥5 years on the Board exceeded the guideline as of the Record Date .
Other Directorships & Interlocks
| Company | Relationship to INSM | Notes |
|---|---|---|
| Rhythm Pharmaceuticals (RYTM) | None disclosed | Current public directorship . |
| X4 Pharmaceuticals (XFOR) | None disclosed | Current public directorship . |
| Related party transactions | None | No related party transactions requiring disclosure since Jan 1, 2024 . |
- Board overboarding policy: Directors limited to four public company boards; McGirr holds two additional public boards, within policy .
Expertise & Qualifications
- Audit committee financial expert; able to read/understand fundamental financial statements; accounting or related financial management expertise per Nasdaq standards .
- Senior finance leadership including CFO tenure at Cubist; capital markets, operational and corporate development experience; infectious diseases sector expertise .
- Education: B.S. (civil engineering, University of Glasgow) and M.B.A. (University of Pennsylvania) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| David W.J. McGirr | 85,753 | <1% | As of the Record Date; total shares outstanding 181,820,010 . |
| RSUs held (12/31/2024) | 13,162 | N/A | Unvested RSUs from May 13, 2024 grant . |
| Options | 0 | N/A | None held as of 12/31/2024 . |
- Ownership guidelines (directors): 3× annual retainer to be achieved within five years; all non‑employee directors with ≥5 years on the Board exceeded the guideline as of the Record Date (McGirr joined in 2013) .
- Hedging/pledging: Insider Trading Policy prohibits hedging and restricts pledging without prior approval; no pledges by executive officers were approved in 2024 (policy applies to directors as well) .
Governance Assessment
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Strengths:
- Proven financial stewardship as Audit Committee Chair and SEC‑designated audit committee financial expert; Audit met five times in 2024 and issued an annual report recommending inclusion of audited financials, indicating active oversight .
- Clear independence (general and heightened for Audit) and strong attendance expectations; Board disclosed each director attended ≥75% of applicable meetings and all attended the 2024 Annual Meeting .
- High equity alignment: $340k annual RSU grant with 75% attendance vesting condition; no option grants (reduces risk of option repricing) .
- No related‑party transactions requiring disclosure in 2024; robust audit pre‑approval policy and transparency on auditor fees .
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Potential watch items:
- Long board tenure can raise independence perceptions at some investors, though the Board affirms independence annually and for Audit Committee heightened standards; oversight mitigants include annual committee charter reviews and Board/committee self‑evaluations with third‑party facilitation in 2024 .
- Combined CEO/Chair structure persists; mitigated by an active Lead Independent Director who chairs executive sessions and attends committee meetings as needed .
- External workload: Holds two other public company directorships, but remains within INSM’s limit of four; ongoing monitoring of time commitment is prudent .
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Signals for investors:
- Financial expert leadership on Audit, absence of related‑party transactions, and equity‑heavy director pay with attendance‑based vesting support investor confidence in board effectiveness and alignment .
- Policy guardrails (anti‑hedging, restricted pledging, ownership guidelines) further align director and shareholder interests .