Michael Smith
INSMEDAbout Michael Smith
Michael A. Smith is Chief Legal Officer and Corporate Secretary at Insmed (INSM), age 48, responsible for the legal department, global compliance program, and quality assurance; he joined Insmed in April 2014 and was promoted to Chief Legal Officer in January 2024 . During 2024–2025, Insmed reported 19% year-over-year ARIKAYCE revenue growth in 2024 and over 120% stock price appreciation in 2024; the FDA accepted the brensocatib NDA with Priority Review in February 2025, marking significant company execution while Smith led legal and compliance functions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Insmed | Corporate Counsel → VP Corporate Counsel (2016–2020) → SVP, General Counsel – US (2020–2021) → SVP, General Counsel (2021–Jan 2024) → Chief Legal Officer (Jan 2024–present) | 2014–present | Leads legal, global compliance, and quality assurance; serves as Corporate Secretary signing SEC filings |
| ViroPharma Incorporated | Associate General Counsel | 2008–2014 | Served through company’s acquisition by Shire plc in 2014 |
| ConvaTec | Counsel | 2006–2008 | Corporate legal counsel |
| Reed Smith LLP | Associate Attorney | 2005–2006 | Law firm experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external public company board roles disclosed in executive profile |
Equity Ownership & Alignment
- Stock ownership guidelines: Senior executives (including NEOs) must hold a minimum multiple of salary (CEO: 300%; other NEOs: 100%); compliance assessed annually, with all NEOs meeting requirements as of the 2025 record date .
- Clawback policy: Mandatory recoupment of excess compensation upon restatement and discretionary recoupment for fraud/intentional misconduct; applies to current and former executive officers and covers equity, cash incentives, and severance; no recoupments pursued in 2024 .
- Insider trading policy: Prohibits hedging and pledging company stock without prior approvals; executive officer pledges were not approved in 2024 .
- Section 16 compliance: Executives timely filed required reports in 2024 .
- Related party transactions: None reportable since January 1, 2024 .
Employment Terms
| Item | Detail |
|---|---|
| Employment start date | Joined Insmed in April 2014 |
| Role transitions | Promoted to Chief Legal Officer in January 2024; serves as Corporate Secretary (signatory on SEC filings) |
| Responsibilities | Leads legal department, global compliance program, quality assurance; handles board/shareholder communications as Corporate Secretary |
Non-compete, severance, and change-of-control terms are disclosed for NEOs; Smith is not a named executive officer in the proxy, and his specific agreement terms are not disclosed .
Performance & Track Record
| Metric | 2024 | 2025 (Q1–Q2 context) |
|---|---|---|
| ARIKAYCE revenue growth (YoY) | 19% | — |
| Stock performance (calendar year) | >120% increase in 2024 | — |
| Brensocatib regulatory milestone | — | FDA accepted NDA; Priority Review granted (target PDUFA Aug 12, 2025) |
Company achievements in 2024 also included confirmatory program progress for ARIKAYCE, advancing brensocatib across indications, and advancing TPIP Phase 2 programs, alongside internal systems upgrades and AI initiatives—executed under the governance and compliance framework overseen by executive leadership including the CLO .
Say‑on‑Pay & Shareholder Feedback
| Item | 2024 Annual Meeting | 2025 Annual Meeting |
|---|---|---|
| Say‑on‑pay approval (For/Against/Abstentions/Broker non‑votes) | 120,643,045 / 8,076,144 / 96,808 / 10,923,081 | 142,263,777 / 4,990,969 / 85,963 / 18,995,441 |
| Incentive plan amendments approved | Amendment No. 1 approved | Amendment No. 2 approved |
Fixed Compensation
- Smith is not a named executive officer (NEO) in the proxy; specific base salary, target bonus, and payouts for him are not disclosed in the DEF 14A .
Performance Compensation
- Annual cash incentive design (corporate objectives and multipliers) and long‑term equity mix (options/RSUs; 2022 PSUs for select senior leaders) are detailed for NEOs; Smith’s individual targets/payouts are not disclosed .
Risk Indicators & Governance Signals
- No related party transactions reportable; indicates clean governance profile .
- Anti‑hedging/anti‑pledging with no pledges approved in 2024 mitigates misalignment risk .
- Strong say‑on‑pay support in 2024 and 2025 underscores shareholder confidence in compensation governance .
- Section 16 compliance timely; reduces regulatory risk .
Investment Implications
- Alignment: Robust clawback, anti‑hedging/pledging, and stock ownership guidelines for senior executives suggest strong incentive alignment; while Smith’s exact holdings/comp are undisclosed, policy frameworks covering executive officers support governance quality .
- Retention risk: Absence of disclosed individual severance/CIC terms for Smith limits visibility; however, senior leadership stability and broad program designs (e.g., multi‑year equity vesting across leadership) indicate retention focus .
- Trading signals: Monitor future 8‑Ks and proxies for any changes to executive contracts, equity plan terms, or insider activity; Smith’s role as Corporate Secretary means he is a signatory on governance and compensation matters, providing early indication of Board decisions .
- Execution risk: Company’s regulatory and commercial milestones in 2024–2025 heighten the importance of legal/compliance rigor; Smith’s remit over legal and quality functions is central to mitigating regulatory slippage amid brensocatib’s review and potential launch .