01—Abstract
Summary
Summary of the 8-K filed October 20, 2026. Cited figures are marked; the original filing is the authoritative source.
On October 16, 2026, Insmed Incorporated's Board of Directors appointed Paul Hudson and Utpal Koppikar as directors, effective October 19, 2026.
Mr. Hudson, a Class II director, was named to the Compensation Committee, and Mr. Koppikar, a Class I director, was named to the Audit Committee. Both are subject to election at the 2027 Annual Meeting of Shareholders. The filing states that Mr. Hudson most recently served as CEO of Sanofi S.A. from September 2019 through February 2026 and previously as CEO of Novartis Pharmaceuticals from 2016 to 2019.
Mr. Koppikar has served as CFO of Verily Health Inc. since April 2023 and previously as EVP and CFO of Atara Biotherapeutics from 2018 to 2023. Under the director compensation arrangements described in the filing, each new director receives an annual cash retainer of $65,000,a prorated for 2026, and an RSU grant with a grant date fair value of approximately $585,000 that vests in equal parts over three years. Mr. Hudson receives an additional $12,500 annual retainer for Compensation Committee service, and Mr. Koppikar receives an additional $12,500 for Audit Committee service, both prorated.
The company states that neither director was selected under any arrangement and that neither has a material interest in a related-person transaction under Item 404(a). The company also furnished a press release dated October 20, 2026 under Item 7.01 (Exhibit 99.1) announcing the appointments.
In it, Will Lewis, Chair and CEO, said the new directors strengthen the Board's commercial, strategic, and financial capabilities. The filing does not report financial results or guidance.
02—Key points
Key Highlights
- Board appointments: Paul Hudson and Utpal Koppikar joined the Board effective October 19, 2026, after appointment by the Board on October 16, 2026.
- Committee roles: Hudson joins the Compensation Committee and Koppikar joins the Audit Committee.
- Hudson's background: former CEO of Sanofi S.A. (September 2019 to February 2026) and of Novartis Pharmaceuticals (2016 to 2019).
- Koppikar's background: CFO of Verily Health Inc. since April 2023 and former EVP and CFO of Atara Biotherapeutics (2018 to 2023).
- Director pay: $65,000 annual cash retainer each, plus $12,500 committee retainer for each director's committee, prorated for 2026.
- Equity grant: RSUs with approximate grant date fair value of $585,000 each, vesting in equal parts over three one-year anniversaries.
- Disclosure: the company states neither director was selected under an arrangement and neither has a material Item 404(a) interest; the press release is furnished under Item 7.01, not filed.
03—Questions
Frequently Asked Questions
Who were the new directors appointed to Insmed's Board?
Paul Hudson, a Class II director, and Utpal Koppikar, a Class I director, were appointed by the Board on October 16, 2026, effective October 19, 2026. Both are subject to election at the 2027 Annual Meeting of Shareholders.
What committees will the new directors serve on?
Paul Hudson was appointed to the Compensation Committee, and Utpal Koppikar was appointed to the Audit Committee.
What compensation will the new directors receive?
Each director receives a $65,000 annual cash retainer, prorated for 2026, and an RSU grant with approximate grant date fair value of $585,000 that vests in equal parts over three years. Hudson receives an additional $12,500 annual retainer for the Compensation Committee and Koppikar receives $12,500 for the Audit Committee, both prorated.
What relevant experience do the new directors bring?
Hudson previously led Sanofi (CEO, September 2019 to February 2026) and Novartis Pharmaceuticals (CEO, 2016 to 2019). Koppikar is CFO of Verily Health Inc. (since April 2023) and was EVP and CFO of Atara Biotherapeutics (2018 to 2023).
Did the company disclose any related-party or selection arrangements?
The filing states there is no arrangement between either director and any person under which they were selected, and that neither has a direct or indirect material interest in a transaction requiring disclosure under Item 404(a) of Regulation S-K.
04—Continue