Leo Lee
INSMEDAbout Leo Lee
Leo Lee is an independent Class I director of Insmed Incorporated, age 55, serving since May 2018, with more than 25 years of pharmaceutical industry experience in Japan and broader Asia-Pacific commercial leadership roles . He holds a B.S. in molecular genetics and microbiology from the University of California, Los Angeles, and the Board cites his Japan and Asia-Pacific commercial expertise as valuable as Insmed expands in these geographies . The Board has affirmatively determined Mr. Lee is independent under Nasdaq standards, and he is currently nominated to serve through the 2028 annual meeting if re-elected .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novartis Pharma | President, China | 2024–present | Senior country leadership in large-cap pharma; commercial execution in Asia |
| Novartis Pharma | President, Japan | 2020–2024 | Led Japan commercial operations; regional strategy |
| Regeneus Ltd (ASX: RGS) | CEO; Non-Executive Director | CEO 2019–2020; NED 2017–2024 | Biotech leadership; Board service on ASX-listed company |
| Merck KGaA (Japan) | President, Japan | 2015–2017 | Country P&L leadership |
| Allergan plc (Japan) | President, Japan | 2011–2015 | Country commercial leadership |
| Merck & Co. | Vice President of Sales | 2008–2011 | US commercial leadership |
| IQVIA (Cegedim Dendrite) | GM; VP Sales & Marketing APAC; Director Global Accounts | 2003–2008 | Regional commercial ops; client strategy |
| Accelrys, Inc. | Senior Director, Western Regional Sales; President/Rep. Director; GM APAC; Sales Manager APAC | 1997–2003 | Regional sales management; APAC leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Regeneus Ltd (ASX: RGS) | Non-Executive Director | Until 2024 | Recent public board service; ended in 2024 |
No current public company directorships disclosed beyond Insmed; the proxy lists Regeneus as a recent public board service through 2024 .
Board Governance
- Committee assignments: Member, Compensation Committee; Member, Science & Technology Committee .
- Committee chair roles: None; Compensation Committee Chair is David R. Brennan; Science & Technology Committee Chair is Clarissa Desjardins, Ph.D. .
- Independence: Board determined Mr. Lee is independent under Nasdaq standards; all Board committees composed of independent directors .
- Attendance: Board held eight meetings in 2024; each director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Committee meeting cadence (2024): Audit (5); Compensation (7); Nominations & Governance (4); Science & Technology (2) .
- Lead Independent Director: David R. Brennan, with defined responsibilities including executive session leadership and agenda input .
- Director service limits: Directors limited to four public company boards; public-company CEOs limited to two, including Insmed .
- Executive sessions: Regularly held at end of Board and committee meetings .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer | $50,000 | Non-employee director cash retainer |
| Committee member fees (Compensation) | $10,000 | Member fee (non-chair) |
| Committee member fees (Science & Technology) | $7,500 | Member fee (non-chair) |
| Meeting fees | $0 | No per-meeting fees; paid via retainers |
| Total cash fees (2024) | $67,500 | As reported; consistent with fee schedule |
Additional chair and lead independent retainers exist, but Mr. Lee is not a chair; his cash fees reflect Board retainer plus two committee memberships .
Performance Compensation
| Grant Type | Grant Date | Quantity | Fair Value (USD) | Vesting/Conditions |
|---|---|---|---|---|
| RSUs (annual director grant) | May 13, 2024 | 13,162 | $340,000 | Vest on first anniversary; requires ≥75% Board meeting attendance in the grant year |
| Options to directors | N/A (2024) | N/A | N/A | No director option grants in 2024 |
Director equity is service- and attendance-based; no financial or TSR performance metrics apply to director grants in 2024 .
Other Directorships & Interlocks
| Company | Role | Overlap with Insmed | Potential Interlock/Conflict |
|---|---|---|---|
| Regeneus Ltd (ASX: RGS) | Non-Executive Director (until 2024) | Past only | None disclosed with Insmed |
Insmed disclosed no related party transactions since January 1, 2024; Audit Committee reviews any such transactions per policy .
Expertise & Qualifications
- Asia-Pacific commercial leadership: Presidentships in Japan and China at Novartis, plus prior Allergan and Merck KGaA Japan leadership; brings strategic and market access insights for Insmed’s geographic expansion .
- Deep pharma commercialization and sales background: Senior roles at Merck & Co., IQVIA (Cegedim Dendrite), and Accelrys, combining operational and go-to-market experience .
- Education: B.S. in molecular genetics and microbiology, UCLA .
- Governance experience: Non-executive director experience at Regeneus; current Insmed Compensation and Science & Technology committee work .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Unvested RSUs (12/31/2024) | Pledging/Hedging |
|---|---|---|---|---|
| Leo Lee | 111,457 | ~0.061% | 13,162 | Insider trading policy prohibits hedging; pledging subject to restrictions; no pledges disclosed |
- Shares outstanding (record date March 7, 2025): 181,820,010; percentage computed from disclosed beneficial ownership and outstanding shares .
- Director stock ownership guidelines: 3× annual retainer, to be achieved within five years; as of record date, all non-employee directors with ≥5 years on Board exceeded guidelines (Mr. Lee joined in 2018) .
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) filing status (2024) | Insmed states directors timely filed all required Section 16 reports in 2024 |
The proxy does not enumerate individual Form 4 transactions; no delinquent filings reported .
Compensation Committee Analysis (Context)
- Composition: David R. Brennan (Chair), Alfred F. Altomari, Leo Lee; all satisfy heightened Nasdaq independence requirements; non-employee directors under Section 16; outside directors for Code §162(m) .
- Consultant: WTW as independent advisor; total fees to Committee approx. $460,000 in 2024; separate WTW team retained by management for workforce project (~$345,000); Committee deemed WTW independent .
- Interlocks: No Compensation Committee interlocks or insider participation reported for 2024 .
- Say-on-Pay outcome: ~94% approval at 2024 Annual Meeting; Committee notes alignment with shareholder feedback .
Governance Assessment
- Committee effectiveness: Dual membership on Compensation and Science & Technology aligns Leo Lee’s Asia commercial expertise with compensation oversight and R&D pipeline strategy; both committees are independent and meet regularly (Comp: 7; S&T: 2 in 2024) .
- Independence and attendance: Board confirms independence; at least 75% meeting attendance for each director, and attendance at the 2024 Annual Meeting suggests engagement; RSU vesting requires ≥75% attendance, reinforcing accountability .
- Ownership alignment: Beneficial holdings plus RSUs and director ownership guidelines foster alignment; anti-hedging policy and restricted pledging reduce misalignment risk .
- Conflicts/related party exposure: No related party transactions disclosed since Jan 1, 2024; however, Leo Lee’s senior executive role at Novartis (President, China) could present situational conflicts depending on market overlaps, mitigated by independence determinations and related party review policies; no specific conflicts disclosed .
- RED FLAGS: None disclosed in proxy—no related party transactions, no delinquent Section 16 filings, no director hedging permitted; monitor external executive role for potential conflicts as Insmed’s commercialization expands in Asia .