Sara Bonstein
INSMEDAbout Sara Bonstein
Insmed’s Chief Financial Officer since January 2020, age 44, with 20+ years of operational and financial leadership in life sciences; MBA (Rider University) and BS in Finance (The College of New Jersey) . In 2024, Insmed reported 19% YoY ARIKAYCE revenue growth and >120% stock price appreciation; brensocatib’s NDA was accepted by FDA with Priority Review in Feb 2025 (PDUFA Aug 12, 2025), reflecting strong execution across finance, clinical, and launch readiness under the NEO team including the CFO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OncoSec Medical Incorporated | CFO & COO | May 2018 – Jan 2020 | Led finance and operations prior to joining Insmed |
| Advaxis, Inc. | CFO, Secretary, Treasurer, EVP | Feb 2014 – Apr 2018 | Senior finance leadership for clinical-stage biotech |
| Eli Lilly and Company | Six Sigma Champion & Black Belt | Jan 2012 – Feb 2014 | Process excellence and operational improvement |
| ImClone Systems (acquired by Lilly in 2008) | Various finance roles incl. Director of Development Finance | Aug 2004 – Dec 2011 | Portfolio/program finance leadership |
| Johnson & Johnson | Various roles | 2001 – 2004 | Early-career finance roles in healthcare |
External Roles
| Organization | Role | Years |
|---|---|---|
| scPharmaceuticals Inc. (Nasdaq: SCPH) | Director | Since Jul 2020 |
| Xilio Therapeutics, Inc. (Nasdaq: XLO) | Director | Since Aug 2021 |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 477,580 | 511,010 | 530,170 |
| Target Bonus (% of salary) | 45% | 45% | 45% |
| Actual Annual Cash Incentive ($) | 191,100 | 276,000 | 462,250 |
| “All Other Compensation” ($) | 15,500 | 23,395 | 19,538 |
Notes:
- 2024 base salary increase vs 2023: 3.75% (from $511,010 to $530,170) .
- Target bonus opportunity unchanged at 45% for 2023–2024 .
Performance Compensation
Annual Cash Incentive Structure and 2024 Outcome (CFO)
- Weighting: 75% corporate goals; 25% individual goals .
- Corporate performance: Achieved 200% after Board discretion, reflecting ARIKAYCE +19% revenue, positive ASPEN, ENCORE enrollment completion, and >120% stock price increase in 2024 .
- Individual goals (CFO): Financing readiness and execution post-ASPEN, forecasting enhancements, investor education, and procurement optimization; payout factor approved at 175% .
| Component | Weight | Target Basis | Actual Multiplier | Payout Calculation | 2024 Payout ($) |
|---|---|---|---|---|---|
| Corporate goals | 75% | 45% of $530,170 | 200% | 0.75 × 0.45 × salary × 200% | 462,250 total including individual portion |
| Individual goals | 25% | 45% of $530,170 | 175% | 0.25 × 0.45 × salary × 175% | Included in above |
Note: Specific operational targets not disclosed due to commercial sensitivity .
Long‑Term Equity Incentives
- Annual mix targets ~75% options, ~25% RSUs; options viewed as performance-aligned (value only with price appreciation) with 4‑year vesting schedules; RSUs vest over 4 years .
- 2024 grants to CFO:
- Options: 63,560 at $29.13 (1/4/2024); 71,160 at $25.83 (5/13/2024); 10‑year term; vest 25% at 1‑year then 12.5% semiannually .
- RSUs: 12,873 (1/4/2024) and 14,518 (5/13/2024); vest 25% annually over 4 years .
| Grant Date | Instrument | # Shares | Exercise/Grant Price ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Jan 4, 2024 | Options | 63,560 | 29.13 | 25% at 1‑yr; 12.5% each 6 months thereafter | 10‑yr term |
| Jan 4, 2024 | RSUs | 12,873 | n/a | 25% per year (4 years) | |
| May 13, 2024 | Options | 71,160 | 25.83 | 25% at 1‑yr from 1st day of next month; then 12.5% each 6 months | 10‑yr term |
| May 13, 2024 | RSUs | 14,518 | n/a | 25% per year (4 years) |
2022 Performance‑Based RSUs (PSUs)
- Conditions: ASPEN topline by late Q2’24 and FDA acceptance of brensocatib NDA; relative TSR modifier vs Nasdaq Biotech Index; continuous service through later of 3rd anniversary and NDA acceptance .
- Outcome: TSR assessed August 2024 at ≥90th percentile → 2.5x modifier; PSUs vested in Feb 2025 upon NDA acceptance (paid out at 250% of target) .
Equity Ownership & Alignment
- Beneficial ownership (Record Date): 217,121 shares; includes 191,555 stock options currently exercisable .
- Shares outstanding: 181,820,010 (Record Date) .
- Ownership as % of shares outstanding (derived): ~0.12% (217,121 / 181,820,010) .
- Outstanding (12/31/2024): Unvested RSUs 99,151 (MV $6,845,385); unearned PSUs 65,033 (MV $4,489,878); plus multiple option grants as listed (see awards table) .
- 2024 activity: Exercised 241,288 options ($5,659,068 value realized); 33,481 shares vested from stock awards ($900,915 value realized) .
- Ownership guidelines: NEOs must hold stock equal to 100% of base salary; counts include common stock, vested in‑the‑money options, and unvested RSUs; compliance required within 5 years; all NEOs satisfied requirements as of Record Date .
- Hedging/pledging: Hedging prohibited; pledging requires prior approval (execs require Compensation Committee approval); no pledges by executive officers approved in 2024 .
Employment Terms
- Agreement: No fixed term; severance and CIC protections apply (double‑trigger) .
- Termination without Cause / Good Reason within 2 years post‑CIC: Cash severance = 1.5× salary + 1.5× target bonus; pro‑rata target bonus; full vesting of equity (PSUs per award terms); up to 18 months COBRA .
- Termination without Cause / Good Reason outside CIC window: Cash severance = 12 months salary; pro‑rata bonus based on actual performance; vesting acceleration limited to time‑based awards vesting within 12 months; up to 12 months COBRA .
- Non‑compete / non‑solicit: 12 months post‑termination non‑compete and non‑solicit covenants .
- Definitions of Cause/Good Reason: Detailed triggers include felony with moral turpitude, willful misconduct/gross negligence causing material harm, willful failure to follow Board directions, material policy violation causing harm, or material breach; Good Reason covers material diminution in comp, role, reporting, forced relocation >50 miles, or company breach .
- No tax gross‑ups; 280G cutback to avoid excise tax if applicable .
- Clawback: Policy compliant with Nasdaq and broader recoupment rights; no recoupments pursued in 2024 .
- Insider trading policy: Prohibits hedging; pledging restricted; policy filed with 10‑K .
- Related parties and compliance: No related‑party transactions since Jan 1, 2024; timely Section 16 filings .
Multi‑Year Compensation (Summary)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non‑Equity Incentive ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 530,170 | 749,990 | 2,250,057 | 462,250 | 4,012,005 |
| 2023 | 511,010 | 1,312,464 | 2,436,713 | 276,000 | 4,559,582 |
| 2022 | 477,580 | 687,487 | 2,061,581 | 191,100 | 3,433,248 |
Director/Committee Governance Touchpoints (Compensation Context)
- Say‑on‑Pay approval: ~94% in 2024 .
- Compensation Committee and independent consultant (WTW) oversee peer benchmarking, risk review, and design; consultant fees ~$460,000 in 2024; separate WTW project ~$345,000 .
- Peer group used to inform 2024 compensation includes ACAD, HALO, FOLD, PTCT, SAGE, SRPT, TVTX, RARE, etc. .
Investment Implications
- Alignment and retention: High at‑risk mix (cash incentive + equity), meaningful unvested RSUs/options, and successful vesting of 2022 PSUs (2.5x modifier) indicate strong pay‑for‑performance and retention incentives into/through brensocatib launch cycle; NEO ownership guideline compliance further aligns interests .
- Potential selling pressure: 2024 saw sizable option exercises (241,288 shares); large RSU/PSU vests in late 2024/early 2025 increase tradable float, though hedging is prohibited and pledging restricted; trading subject to policy windows and approvals .
- Change‑of‑control economics: Double‑trigger severance of 1.5× salary + 1.5× bonus plus full equity acceleration (PSUs per terms) moderates retention risk during strategic events but could produce sizeable parachute values (illustrative CIC scenario total $27.9M as of 12/31/2024) .
- Execution track record: 2024 achievements (ARIKAYCE growth, ASPEN success, ENCORE completion, balance sheet actions) and >120% stock appreciation underscore CFO’s role in financing, IR, and operational readiness—a constructive signal for capital allocation and launch execution in 2025 .