Melvin Sharoky
INSMEDAbout Melvin Sharoky, M.D.
Independent Class III director of Insmed since May 2001 (age 74), former Chairman from June 2009 to December 2010, and current member of the Nominations & Governance and Science & Technology Committees. He is a physician with 35+ years in the pharmaceutical industry; education includes a B.A. in biology (UMBC) and M.D. (University of Maryland School of Medicine). The Board classifies him as independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PRM Pharma, LLC | Principal | 2023–present | Private company advisory/executive role |
| Par Pharmaceutical Companies, Inc. | Director | 2007–2012 | Director until acquisition by Endo International plc |
| Somerset Pharmaceuticals, Inc. | President, CEO, Consultant | 1995–2001; 2002–2007 | Senior leadership and advisory roles |
| Watson Pharmaceuticals, Inc. (now Allergan PLC) | President | 1995–1998 | Executive leadership |
| Circa Pharmaceuticals, Inc. (subsidiary of Watson) | President, CEO | 1988–1998 | Executive leadership |
| Pharmakinetics Laboratories, Inc. | VP, Chief Medical Officer | 1986–1988 | Senior medical leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Par Pharmaceutical Companies, Inc. (public, former) | Director | 2007–2012 | Board service until acquisition by Endo International plc |
| PRM Pharma, LLC (private) | Principal | 2023–present | Private role; not a public directorship |
| Current public company boards | — | — | No current public directorships disclosed for Dr. Sharoky in the proxy profile |
Board Governance
- Committees: Member, Nominations & Governance Committee; Member, Science & Technology Committee. In 2024, N&G met 4 times; S&T met 2 times; all members of these committees are independent.
- Independence: Board determined Dr. Sharoky is independent under Nasdaq standards.
- Attendance: Board held eight meetings in 2024; each director attended at least 75% of Board and committee meetings during their tenure and all directors attended the 2024 Annual Meeting.
- Lead Independent Director: David R. Brennan (since Nov 2018) leads executive sessions and governance oversight; executive sessions are regularly held at the end of Board and committee meetings.
- Governance policies: Director share ownership guidelines in place; directors limited to four public company boards; Insider Trading Policy prohibits hedging, short sales and certain derivatives, and restricts pledging/margin accounts.
Fixed Compensation (Non-Employee Director Fees – 2024)
| Component | Amount | Source/Notes |
|---|---|---|
| Annual Board retainer | $50,000 | Standard non-employee director retainer |
| Nominations & Governance Committee member fee | $5,000 | Non-chair member fee |
| Science & Technology Committee member fee | $7,500 | Non-chair member fee |
| Total cash fees paid to Dr. Sharoky (2024) | $62,500 | Matches disclosed “Fees Earned or Paid in Cash” |
Performance Compensation
- Structure: Insmed does not provide performance-conditioned pay to directors; equity is granted as time-based RSUs that vest after one year, contingent on 75% meeting attendance in the grant year. No options were granted to or held by non-employee directors in 2024.
Director equity grant details (2024):
| Grant date | Type | Shares | Grant date fair value | Vesting/Conditions |
|---|---|---|---|---|
| May 13, 2024 | RSU | 13,162 | $340,000 | Vests on first anniversary; requires ≥75% Board meeting attendance in year of grant |
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Dr. Sharoky.
- Compensation Committee interlocks/insider participation: None; Compensation Committee comprised entirely of independent directors.
Expertise & Qualifications
- Physician executive with 35+ years in pharma; prior President/CEO roles at Somerset, Circa, and President at Watson (now Allergan). Brings senior management, leadership, financial, and strategic planning experience.
- Education: B.A., biology (UMBC); M.D., University of Maryland School of Medicine.
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 342,458 shares | Includes direct and indirect holdings; <1% of outstanding shares |
| Ownership as % of shares outstanding | <1% | Shares outstanding: 181,820,010 as of Record Date |
| Unvested RSUs outstanding (12/31/2024) | 13,162 | RSUs granted May 2024; vest on first anniversary subject to attendance |
| Stock options outstanding (director) | None | “None of our non-employee directors held options as of December 31, 2024.” |
| Indirect holdings detail | See breakdown | Includes shares held by The Sharoky Family Foundation, Baby Gator LLC, Padonia LLC, spouse, and UTMA accounts (specific share counts disclosed) |
| Hedging/pledging | Prohibited/restricted by policy | Hedging/short sales prohibited; pledging and margin not permitted without approvals per policy |
| Director ownership guidelines | 3x annual retainer; 5-year compliance window | As of Record Date, all non-employee directors on the Board ≥5 years exceeded the guideline; Dr. Sharoky has served since 2001 |
Breakdown of indirect holdings (included in total 342,458): 17,714 shares (The Sharoky Family Foundation, Inc.); 15,900 (Baby Gator LLC); 10,000 (Padonia, LLC); 1,847 (spouse); 4,764 (UTMA Sophie C. Wink); 5,180 (UTMA Nolan M. Wink); 3,481 (UTMA Tulia L. Sharoky).
Governance Assessment
- Independence and service: Independent director with long tenure (since 2001) and prior Chair experience; currently serves on N&G and S&T committees that are composed entirely of independent directors.
- Engagement: Board met 8 times in 2024; each director attended ≥75% of meetings; all directors attended the 2024 Annual Meeting; executive sessions regularly held.
- Compensation alignment: Director pay mixes modest cash retainer with time-based RSUs (no performance metrics), plus attendance condition on equity vesting; no director stock options outstanding.
- Ownership alignment: Meaningful personal/indirect shareholdings disclosed; non-employee director ownership guideline is 3x retainer and all directors with ≥5 years exceeded as of the Record Date.
- Conflicts/related party exposure: Company reports no related party transactions since Jan 1, 2024; Section 16 filings were timely in 2024.
- Broader governance: Lead Independent Director structure in place; Board/committee annual self-evaluations with third-party facilitator in 2024; anti-hedging/anti-pledging policy; Compensation Committee uses an independent consultant; Say-on-Pay approval ~94% at 2024 Annual Meeting.