Roger Adsett
INSMEDAbout Roger Adsett
Roger Adsett is Chief Operating Officer (COO) of Insmed, responsible for oversight of overall business operations including business development, program management, technical operations, and supply chain; he joined Insmed as Chief Commercial Officer in September 2016 and was promoted to COO in November 2019 . He has over 25 years in global biotech/pharma, with an MBA from The Wharton School and a BA from Bucknell University; age 56 as of the 2025 proxy . Under the current leadership team in 2024, Insmed delivered 19% YoY ARIKAYCE revenue growth and saw its stock price increase by over 120%, while advancing brensocatib (ASPEN Ph3 positive; FDA Priority Review accepted Feb 2025) and TPIP programs—key performance context for executive pay outcomes .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Insmed | Chief Operating Officer | Nov 2019 – Present | Oversight of overall business operations including BD, program management, technical ops, supply chain . |
| Insmed | Chief Commercial Officer | Sep 2016 – Nov 2019 | Led commercial functions during ARIKAYCE commercialization . |
| Shire plc | SVP, Head of GI & Internal Medicine BU | Jan 2015 – Sep 2016 | Led GI/internal medicine franchise . |
| Shire plc | SVP, GI BU Leader | Aug 2008 – Jan 2015 | Built/grew GI BU . |
| Shire plc | GM, Oral IBD Products, GI BU | Oct 2005 – Aug 2008 | Ran oral IBD products business . |
| AstraZeneca | Various marketing/commercial roles | Nov 1994 – Oct 2005 | Multiple commercial leadership roles . |
| Accenture | Senior analyst | Sep 1991 – Nov 1994 | Consulting/analysis experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Landos Biopharma, Inc. (NASDAQ: LABP) | Director | To 2024 | Served until acquisition by AbbVie in 2024 . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 560,190 | 577,000 | 598,640 |
| Target Bonus (% of salary) | — | 50% | 50% |
Notes:
- 2024 base salary was set in January 2024; 2023→2024 increase was 3.75% .
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weight | Target | Actual | Payout factor |
|---|---|---|---|---|
| Corporate objectives | 75% | 100% | 200% (after 9% discretionary uplift from 191%) | 200% |
| Individual objectives (Adsett) | 25% | 100% | 150% (Committee assessment) | 150% |
| Resulting cash bonus ($) | — | — | — | 561,230 |
Corporate achievements included 19% ARIKAYCE revenue growth, positive ASPEN Ph3, ENCORE enrollment completion, TPIP PH-ILD positive topline, IND clearance for INS1201, and operational enhancements; the Board set the 2024 corporate multiplier at 200% .
Long-Term Equity Incentives (LTI)
Annual 2024 grants (standard vesting; 4-year, 25% then 12.5% semi-annually for options; RSUs 25% annually):
| Grant date | Options granted (#) | Exercise price ($) | RSUs granted (#) | Vesting terms |
|---|---|---|---|---|
| Jan 4, 2024 | 63,560 | 29.13 | 12,873 | Options: 25% at 1st anniversary; 12.5% each 6 months thereafter. RSUs: 25% annually over 4 years . |
| May 13, 2024 | 71,160 | 25.83 | 14,518 | Options: 25% at 1st anniversary of first day of following month; 12.5% each 6 months thereafter. RSUs: 25% annually over 4 years . |
2022 performance-based RSUs (PSUs): PSUs vested in Feb 2025 upon achievement of ASPEN topline timing and FDA NDA acceptance milestones, subject to service through the later of 3rd anniversary/NDA acceptance and a relative TSR modifier vs Nasdaq Biotech Index; Insmed’s TSR ≥90th percentile triggered a 2.5x payout multiplier (final payout 250%) .
Multi‑Year Total Compensation (NEO SCT)
| Item ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 560,190 | 577,000 | 598,640 |
| Bonus | — | — | — |
| Stock Awards (RSUs, grant‑date FV) | 937,478 | 749,979 | 749,990 |
| Option Awards (grant‑date FV) | 2,811,222 | 2,249,276 | 2,250,057 |
| Non‑Equity Incentive Plan Compensation | 262,600 | 346,200 | 561,230 |
| All Other Compensation | 71,905 | 85,320 | 96,483 |
| Total | 4,643,395 | 4,007,775 | 4,256,400 |
Vesting schedules and realized values:
- 2024 vesting/exercises: Adsett had 33,989 RSUs vest (value $931,238) and no option exercises in 2024 .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total beneficial ownership | 1,114,649 shares (incl. options exercisable within 60 days) . |
| % of shares outstanding | <1% . |
| Included options exercisable (60 days) | 1,048,650 options currently exercisable . |
| Unvested RSUs outstanding (12/31/2024) | 85,733 units; market value $5,919,006 at $69.04 . |
| PSU balance (pre‑Feb 2025 vest) | 88,680 unearned PSUs; market value $6,122,467 at $69.04; vested in Feb 2025 at 250% payout, subject to conditions . |
| Stock ownership guidelines | Executives: ≥100% of base salary; all NEOs in compliance as of record date . |
| Hedging/pledging | Hedging prohibited; pledging requires prior approval; no executive pledges approved in 2024 . |
Insider selling pressure signals:
- Significant semi-annual option vesting and annual RSU vesting cadence (25% then 12.5% each 6 months for options; RSUs 25% annually) can create periodic liquidity events; 2022 PSUs vested in Feb 2025 at 2.5x, potentially adding supply upon settlement, subject to individual decisions and trading windows .
Employment Terms
| Term | Key provisions |
|---|---|
| Role scope | COO: oversight of business operations incl. BD, program management, technical ops, supply chain . |
| Severance (no CIC) | Cash: 1× base salary (paid over 12 months); Pro‑rata bonus based on actual performance; Equity: accelerate time‑based awards that would vest within 12 months; COBRA up to 12 months . |
| Severance (double‑trigger CIC within 2 years) | Cash: 1.5× base salary + 1.5× target bonus + pro‑rata target bonus; Equity: full vesting of time‑based awards (PSUs per award terms); COBRA up to 18 months . |
| Restrictive covenants | 12‑month non‑compete, employee non‑solicit, and client non‑solicit post‑termination . |
| Clawback | Clawback policy exceeding Dodd‑Frank (mandatory recoupment for restatement; discretionary for fraud/misconduct); no recoupments in 2024 . |
| Tax gross‑ups | None; no single‑trigger equity vesting on CIC . |
Quantified potential payouts (as of 12/31/2024):
- Double‑trigger CIC Qualified Termination: Cash $1,346,940; Pro‑rata bonus $299,320; Benefits $370; Accelerated equity $27,802,396; Total $29,449,026 .
- Qualified Termination (no CIC): Cash $598,640; Pro‑rata bonus $299,320; Benefits $247; Accelerated equity $14,177,351; Total $15,075,558 .
Say‑on‑Pay, Peer Group, Governance Context
- Say‑on‑pay support: ~94% approval at 2024 annual meeting, signaling strong investor endorsement of pay design . 2025 vote results: For 142,263,777; Against 4,990,969; Abstain 85,963 .
- Peer group/positioning: Compensation benchmarked vs a 2024 peer set (e.g., ACAD, HALO, FOLD, PTCT, SAGE, SRPT, TVTX, RARE, etc.) with primary reference to median practices; WTW served as independent consultant .
- Risk mitigants: Ownership guidelines; anti‑hedging/anti‑pledging policy; annual compensation risk review; capped multipliers; robust PSU performance gates with TSR modifier .
Performance & Track Record (context to incentives)
| Area | 2024–2025 highlights |
|---|---|
| Commercial | ARIKAYCE global revenues +19% YoY (2024) . |
| Pipeline | Brensocatib ASPEN Ph3 positive (May 2024); NDA accepted with Priority Review (Feb 2025) . |
| TPIP | PH‑ILD Ph2a positive topline (May 2024); PAH Ph2b enrollment completed 4Q24 . |
| Gene therapy | INS1201 IND clearance (Dec 2024) . |
| TSR | Stock up >120% in 2024 . |
Compensation Structure Analysis
- High at‑risk mix: Majority of COO’s target pay in equity/options and variable incentives; 2024 bonus driven by rigorous corporate objectives with a capped framework and discretionary oversight; RSU/option vesting promotes retention .
- Metric rigor: Corporate weighting (80% respiratory franchise, 10% research, 10% operations) tied to concrete milestones; 2024 multiplier set to 200% reflecting outsized execution/TSR .
- PSUs alignment: 2022 grant required ASPEN topline timing, FDA NDA acceptance, service continuity, and applied a relative TSR modifier (payout 2.5x at ≥90th percentile), directly linking value creation to vesting .
- Shareholder alignment safeguards: Ownership guidelines met; hedging prohibited; pledging tightly controlled with no exec pledges approved in 2024; no tax gross‑ups; no single‑trigger CIC vesting .
Related Party Transactions and Red Flags
- Related party transactions: None requiring disclosure since Jan 1, 2024 .
- Section 16 compliance: All required reports timely filed in 2024 .
- Hedging/pledging: Prohibited/limited as noted; no pledges approved in 2024 .
- Repricing/underwater options: Option grant practices disclosed; no statement of repricing in 2024 materials reviewed .
Equity Overhang and Vesting Cadence (Insider Selling Pressure)
- 2024 grants plus existing large option holdings with semi‑annual vesting create periodic vest events; 2022 PSUs vested at 250% in Feb 2025, potentially increasing share supply upon distribution and tax‑related sales, subject to individual trading and windows .
Investment Implications
- Pay-for-performance appears robust: 2024 cash bonus and the 2022 PSU payout were tied to execution (ARIKAYCE growth, ASPEN success, NDA acceptance) and superior TSR, supporting alignment of COO incentives with shareholder value .
- Retention risk mitigated near term: Multi-year option/RSU vesting, rigorous PSU service conditions (through NDA acceptance), and ownership guidelines reduce flight risk through key 2025–2026 milestones .
- Potential selling overhang: Concentrated 2025 PSU vesting and ongoing RSU/option vesting could create episodic selling pressure; monitor Form 4s around vesting and open windows .
- Change‑of‑control economics: Double‑trigger CIC package (1.5× salary+bonus; full time‑based equity acceleration) is meaningful but within small/mid‑cap biotech norms; reinforces stability through strategic inflection points .
- Governance signals positive: Strong say‑on‑pay approvals, independent consultant, no tax gross‑ups, anti‑hedging/pledging policy, and broad clawback policy reduce governance risk and potential pay controversies .