Nicole Schaeffer
INSMEDAbout Nicole Schaeffer
S. Nicole Schaeffer is Chief People Strategy Officer at Insmed, having joined as SVP, Human Resources & Corporate Services in January 2013 and promoted to CPSO in January 2018; she is 56 years old, holds a BA from the University of Rochester and an MBA from Boston University . During her tenure, Insmed scaled materially while remaining loss-making as it invested for growth: revenues rose from ~$188.5M in 2021 to ~$363.7M in 2024, while net losses widened given pipeline/commercial investments . Shareholder returns were strong in 2024, with the “value of initial $100 investment” at $289 (company TSR measure) .
Company performance (context for pay and retention):
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues ($) | 188,461,000 | 245,358,000 | 305,208,000 | 363,707,000 |
| Net Income (Loss) ($) | (434,654,000) | (481,534,000) | (749,567,000) | (913,772,000) |
| Value of a $100 investment (Insmed TSR) | 114 (2021) | 84 (2022) | 130 (2023) | 289 (2024) |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Insmed | SVP, Human Resources & Corporate Services | Jan 2013–Jan 2018 | Built HR, corporate services to support growth and international expansion . |
| Insmed | Chief People Strategy Officer | Jan 2018–Present | Leads people strategy in a period of rapid scaling and global expansion . |
| Amicus Therapeutics | SVP, Administration & Human Resources | Mar 2005–Jun 2012 | Led HR, facilities, and IT functions during a high-growth phase . |
| Flagship Ventures portfolio cos. | Senior Director, Human Resources | (Prior to 2005, years not specified) | Managed HR across three life sciences companies in the venture portfolio . |
| Oak Industries | HR leadership | 1997–2000 | HR leadership roles . |
| EMC Corporation | HR leadership | 1994–1996 | HR leadership roles . |
Fixed Compensation
Multi-year NEO disclosure for 2019–2021 (most recent years when Ms. Schaeffer was a named executive officer):
| Component ($) | 2019 | 2020 | 2021 |
|---|---|---|---|
| Salary | 400,010 | 412,010 | 432,610 |
| Bonus | — | — | — |
| Stock Awards (RSUs grant-date fair value) | 424,993 | 249,993 | 499,978 |
| Option Awards (grant-date fair value) | 1,274,993 | 750,026 | 1,499,891 |
| Non-Equity Incentive Plan Compensation (Annual Cash Incentive) | 196,900 | 220,500 | 213,300 |
| All Other Compensation | 15,701 | 14,700 | 14,900 |
| Total | 2,312,598 | 1,647,229 | 2,660,679 |
Notes:
- Options and RSUs are the principal long-term vehicles; options are viewed as performance-aligned because they require stock price appreciation .
- For 2021, option grants had 10-year terms and at-the-money exercise prices; vesting terms are below .
Performance Compensation
Annual cash incentive (structure and 2021 outcome):
- Structure: Mix of company corporate goals and individual goals; for non-CEO NEOs, CEO and Compensation Committee assessed performance qualitatively vs objectives .
- Ms. Schaeffer’s 2021 individual goals focused on international hiring/leadership development, IT coordination and systems efficiency, post‑COVID workspace definition, and internal communications .
- 2021 payout (actual): $213,300 .
2021 equity awards (grant quantities, pricing, vesting):
| Grant type | Grant date | Quantity | Exercise price | Grant-date fair value ($) | Vesting schedule |
|---|---|---|---|---|---|
| Stock Options | 1/7/2021 | 36,480 | 34.03 | 749,876 | 25% at 1st anniversary; then 12.5% every 6 months until 4 years . |
| RSUs | 1/7/2021 | 7,346 | — | 249,984 | 25% each anniversary over 4 years . |
| Stock Options | 5/12/2021 | 45,760 | 26.46 | 750,016 | 25% at 1st anniversary; then 12.5% every 6 months until 4 years . |
| RSUs | 5/12/2021 | 9,448 | — | 249,994 | 25% each anniversary over 4 years . |
Program-level performance design highlights:
- Other NEOs in 2024 had at-risk pay ~85% of target direct comp; equity mix of stock options (~75% of equity value) and RSUs (~25%) with four-year schedules .
- A separate 2022 PSU program (companywide for select senior leaders, including NEOs) vested in Feb 2025 only upon brensocatib milestones and a relative TSR modifier vs the Nasdaq Biotech Index; no PSUs vest if TSR is negative or below 25th percentile; vesting also required service through the later of three years and FDA NDA acceptance date . (Individual PSU grants were disclosed for NEOs only .)
Equity Ownership & Alignment
- Beneficial ownership: Ms. Schaeffer beneficially owned 510,781 Insmed shares per the 2021 proxy (less than 1% of outstanding) .
- Outstanding equity detail at 12/31/2021 included multiple option grants with strikes/expiries (e.g., $20.49 due 1/10/2024; $16.07 due 1/08/2025; $22.76 due 5/21/2025; $16.16 due 1/07/2026; $13.67 due 1/05/2027; $17.16 due 5/17/2027; $30.46 due 1/04/2028; $13.91 due 1/03/2029; $23.75 due 1/03/2030; $34.03 due 1/07/2031; $26.46 due 5/12/2031) and 34,685 unvested RSUs as of that date .
- Stock ownership guidelines: CEO 300% of base salary; other NEOs 100% of base salary; unvested RSUs and in-the-money vested options count; five years to comply. Insmed states all NEOs met requirements as of the 2025 record date (Ms. Schaeffer was not a 2024 NEO) .
- Hedging/pledging: Hedging prohibited; pledging requires CFO/Chief Legal Officer approval, and for executive officers, Compensation Committee approval. No pledges by executive officers were approved during 2024 .
- Offering lock-up (June 2025): As an officer listed on the underwritten offering lock-up schedule, Ms. Schaeffer (along with other executives/directors) agreed to a 60‑day lock‑up restricting sales, with carve‑outs for, among others, sell‑to‑cover tax transactions and existing 10b5‑1 plan activity; any shares received from vest/exercise remain subject to the lock‑up .
Employment Terms
- Employment status: Executive officer; no fixed term/expiration date in employment agreements (company standard) .
- Severance and Change-in-Control (historical terms when Ms. Schaeffer was an NEO):
- If terminated without cause or for good reason within two years after a change in control: lump sum 1.5× base salary + 1.5× target bonus; pro‑rata target bonus; full vesting of all equity (PSUs per award terms); up to 18 months COBRA .
- If terminated without cause or for good reason outside the two‑year change‑in‑control window: 1× base salary paid over 12 months; pro‑rata bonus based on actual performance; 12 months COBRA; accelerated vesting of time-based equity that would have vested within 12 months .
- Illustrative payouts (as if a qualifying CIC termination occurred on 12/31/2021): Cash severance $908,481; pro‑rata bonus $173,044; benefits $25,196; accelerated equity $1,890,053; total $2,996,774 .
- Illustrative non‑CIC termination (same date): Cash severance $432,610; pro‑rata bonus $173,044; benefits $16,797; accelerated equity $945,394; total $1,567,845 .
- Restrictive covenants: 12‑month non‑compete, non‑solicit of employees, and non‑solicit of clients/prospects post-termination (companywide executive covenant) .
- Clawback: Nasdaq‑compliant recoupment policy allows mandatory clawback for restatements and discretionary recoupment for fraud/intentional misconduct; applies to current and former executive officers; no recoupments pursued in 2024 .
Investment Implications
- Pay-for-performance and alignment: Ms. Schaeffer’s historical NEO mix was heavily equity-weighted (options and RSUs), with 2021 total comp of ~$2.66M driven primarily by option value, aligning wealth to long‑term stock price performance and retention via multi-year vesting . Company program design emphasizes at‑risk pay for executives and includes strict hedging/pledging limits and ownership guidelines, supporting alignment with shareholders .
- Retention risk: Standard severance protection (including CIC acceleration) and 12‑month post‑termination covenants mitigate departure risk and protect the franchise; historical hypothetical CIC payouts for Ms. Schaeffer were moderate vs equity acceleration potential, reinforcing retention incentives .
- Near-term selling pressure: The June 2025 underwritten equity offering added a 60‑day officer/director lock‑up (with limited exceptions), which tempers near‑term insider supply; post lock‑up, selling may resume under Rule 10b5‑1 or for tax withholding upon vesting .
- Execution context: Insmed’s scaling revenue base alongside significant net losses underscores continued dependence on strong execution in talent acquisition, culture, and global expansion—areas directly under the CPSO remit and emphasized in Ms. Schaeffer’s prior individual objectives .