Martina Flammer
INSMEDAbout Martina Flammer
Martina Flammer, M.D., is Insmed’s Chief Medical Officer (age 61) and has served since December 2019; she holds an M.D. from the University of Vienna Medical School and an MBA from NYU Stern . In 2024, Insmed delivered 19% year-over-year ARIKAYCE revenue growth and the stock price rose over 120%, alongside acceptance of the brensocatib NDA with Priority Review—key performance tailwinds during her tenure overseeing global clinical development, regulatory affairs, drug safety, and medical affairs . A 2022 PSU grant to senior leaders vested in Feb 2025 at 250% of target, reflecting brensocatib milestones and >90th percentile TSR vs the Nasdaq Biotech Index constituents—linking leadership outcomes to shareholder value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Boehringer Ingelheim International | Head of Corporate Division Customer Value, SVP | 2018–2019 | Led corporate customer value division; senior leadership across medicine, regulatory, pharmacovigilance, and clinical development functions |
| Boehringer Ingelheim | VP Clinical Development & Medical Affairs | 2016–2018 | Advanced clinical and medical affairs programs |
| Boehringer Ingelheim | VP Medicine, Regulatory Affairs & Pharmacovigilance | 2014–2016 | Drove regulatory strategy and safety oversight |
| Boehringer Ingelheim | Senior Global Medical Director, Clinical Development & Medical Affairs Virology | 2012–2014 | Led global virology clinical/medical programs |
| Pfizer, Inc. | Various roles | 2000–2011 | Broad medical and commercial experience in global biopharma |
External Roles
- No public company directorships or external board roles disclosed for Dr. Flammer in Insmed’s proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $534,320 | $555,690 | $576,530 |
| Target Bonus (% of salary) | 45% | 45% | 45% |
| Bonus ($) | — | — | $16,210 |
| Non-Equity Incentive ($) | $213,800 | $300,100 | $502,670 |
| Stock Awards – RSUs (Grant-date fair value, $) | $749,983 | $1,099,964 | $749,990 |
| Option Awards (Grant-date fair value, $) | $2,249,087 | $2,249,276 | $2,250,057 |
| Total Compensation ($) | $3,762,690 | $4,221,530 | $4,114,856 |
Performance Compensation
2024 Annual Cash Incentive Structure and Outcomes
| Component | Weight | Target | Actual | Payout Basis |
|---|---|---|---|---|
| Corporate Objectives (Advancement of Respiratory Franchise) | 80% of corporate goals | 100% | 200% | Positive ASPEN data, ENCORE enrollment completion; ARIKAYCE +19% YoY revenue; NDA submission |
| Corporate Objectives (Advancement of Research Objectives) | 10% of corporate goals | 100% | 140% | IND cleared for INS1201 (DMD gene therapy) |
| Corporate Objectives (Enhancement of Corporate Operations) | 10% of corporate goals | 100% | 170% | Systems implementations; procurement and AI initiatives |
| Corporate Multiplier (Total) | — | — | 200% (incl. 9% discretion) | Board discretion reflecting transformative year |
| Individual Objectives (Flammer) | 25% of total bonus | 100% | 200% | Leadership through ASPEN readout, external engagement, cross-functional launch prep |
| 2024 Cash Bonus ($) | — | — | $518,880 | Derived from corporate and individual outcomes |
2022 PSUs (Vested Feb 2025)
| Metric | Design | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Milestones | ASPEN topline by late Q2’24; FDA acceptance of brensocatib NDA | Achievement required | Achieved (NDA accepted; Priority Review) | Vested Feb 2025 |
| TSR Modifier vs NBI constituents | 0x/0.5x/1.0x/2.0x/2.5x tiers | 1.0x (≥50th–<75th) baseline | Above 90th percentile → 2.5x | Applied at vesting |
| Service Condition | Continuous employment through later of 3rd anniversary or NDA acceptance | Required | Met | Vested Feb 2025 |
2024 Equity Awards (Grants & Vesting Schedules)
| Grant Date | Options Granted (#) | Exercise Price ($) | Option Vesting | RSUs Granted (#) | RSU Vesting |
|---|---|---|---|---|---|
| Jan 4, 2024 | 63,560 | 29.13 | 25% on first anniversary; 12.5% every 6 months thereafter to 4 years | 12,873 | 25% each anniversary over 4 years |
| May 13, 2024 | 71,160 | 25.83 | 25% on first anniversary of first day of month after grant; 12.5% every 6 months thereafter | 14,518 | 25% each anniversary of first day of month after grant |
Equity Ownership & Alignment
Beneficial Ownership and Outstanding Awards (as of Record Date / FYE 2024)
| Item | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 174,738 | Includes 162,057 options currently exercisable |
| Shares Outstanding (Company) | 181,820,010 | Ownership ≈ 174,738 / 181,820,010 (~0.096%) |
| Options Exercisable (#) | 162,057 | As disclosed in beneficial ownership footnotes |
| RSUs Not Vested (#) | 93,429 | Market value $6,450,338 at $69.04 on 12/31/2024 |
| PSUs (Unearned at 12/31/2024) (#) | 70,943 | Vested Feb 2025; payout at 250% |
2024 Exercise and Vesting Activity
| Item | Quantity | Value Realized ($) |
|---|---|---|
| Options – Shares Acquired on Exercise | 336,238 | $13,022,443 |
| Stock Awards – Shares Vested | 33,887 | $918,887 |
- Stock Ownership Guidelines: CEO 300% of salary; other NEOs 100%; includes common, in-the-money vested options, and unvested RSUs; five-year compliance window; all NEOs in compliance as of Record Date .
- Hedging/Pledging: Hedging prohibited; pledging requires CFO/CLO approval and, for executive officers, Compensation Committee approval; no executive pledges approved in 2024 .
- Clawback: Policy exceeds Dodd-Frank/Nasdaq minimums; allows recoupment of time-vested equity, cash incentives, and severance in defined circumstances; no recoupments pursued in 2024 .
Employment Terms
| Provision | Flammer Terms |
|---|---|
| Employment start date | December 2019—Present |
| Contract term | No fixed termination date |
| Severance – CIC + Qualifying Termination (Double Trigger) | 1.5x base salary + 1.5x target bonus, pro-rata target bonus; full vesting of all equity (PSUs per award terms); up to 18 months COBRA |
| Severance – Non-CIC Qualifying Termination | 1.0x base salary paid over 12 months; pro-rata bonus based on actual performance; accelerated vesting of time-based equity that would vest within 12 months; up to 12 months COBRA |
| Non-compete / Non-solicit | 12-month post-termination non-compete; employee and customer non-solicitation |
| Change-in-control mechanics | No single-trigger vesting; double-trigger required for acceleration |
| Tax gross-ups | Not provided |
| Definitions of “Cause” / “Good Reason” | As summarized in proxy (material diminution, relocation, etc.) |
Investment Implications
- Pay-for-performance alignment: 2024 corporate multiplier raised to 200% reflecting a transformative year (ASPEN data, ARIKAYCE +19% YoY, NDA submission), with Flammer’s individual payout at 200%—reinforcing linkage to clinical and regulatory execution .
- Material insider monetization signal: Flammer realized $13.0M from option exercises in 2024, plus ~$0.9M from stock vesting; monitor ongoing Form 4s for continued sales and potential selling pressure around catalysts .
- Strong equity alignment and protections: Robust ownership guidelines with compliance, anti-hedging/pledging, and enhanced clawback reduce misalignment risk; double-trigger CIC provisions support retention through strategic milestones .
- Execution risk with upside: Brensocatib Priority Review (PDUFA Aug 12, 2025) creates binary regulatory risk; PSU vesting at 250% tied to milestone/TSR underscores management confidence but heightens sensitivity to regulatory outcomes .
- Governance support: 94% say-on-pay approval suggests investor endorsement of compensation design; continued investor engagement helps sustain alignment as pipeline progresses .