XML 42 R19.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Stock-Based Compensation
 6 Months Ended
Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation
13. Stock-Based Compensation
The Company's current equity compensation plan, the Insmed Incorporated Amended and Restated 2019 Incentive Plan (the 2019 Incentive Plan), was approved by shareholders at the Company's Annual Meeting of Shareholders on May 13, 2024. The 2019 Incentive Plan replaced the Insmed Incorporated 2019 Incentive Plan. The 2019 Incentive Plan is administered by the Compensation Committee of the Board of Directors of the Company. Under the terms of the 2019 Incentive Plan, the Company is authorized to grant a variety of incentive awards based on its common stock, including stock options (both incentive stock options and non-qualified stock options), RSUs, performance options/shares and other stock awards to eligible employees and non-employee directors. At the May 2024 Annual Meeting of Shareholders, the Company's shareholders approved Amendment No. 1 to the 2019 Incentive Plan, which provides for the issuance of an additional 3,000,000 shares under the plan. As of June 30, 2024, 4,780,711 shares remain available for future issuance under the 2019 Incentive Plan. The 2019 Incentive Plan will terminate on April 3, 2029 unless it is extended or terminated earlier pursuant to its terms. In addition, from time to time, the Company makes inducement grants of stock options to new hires, which awards are made pursuant to the Nasdaq's inducement grant exception to the shareholder approval requirement for grants of equity compensation. During the six months ended June 30, 2024, the Company granted inducement stock options covering 899,330 shares of the Company's common stock to new employees.
On May 15, 2018, the 2018 Employee Stock Purchase Plan (ESPP) was approved by shareholders at the Company's 2018 Annual Meeting of Shareholders. The Company has reserved the following for issuance under the ESPP: (i) 1,000,000 shares of common stock, plus (ii) commencing on January 1, 2019 and ending on December 31, 2023, an additional number of shares to be added on the first day of each calendar year equal to the lesser of (A) 1,200,000 shares of common stock, (B) 2% of the number of outstanding shares of common stock on such date and (C) an amount determined by the administrator.
Stock Options—As of June 30, 2024, there was $168.6 million of unrecognized compensation expense related to unvested stock options. As of June 30, 2024, the Company had performance-conditioned options totaling 114,780 shares outstanding which had not yet met the recognition criteria.
Restricted Stock Units—As of June 30, 2024, there was $72.8 million of unrecognized compensation expense related to unvested RSU awards.
Performance Stock Units—As of June 30, 2024, there were 265,887 unvested PSUs outstanding with an unrecognized compensation expense of $10.4 million. The PSUs are subject to two performance conditions based on brensocatib milestones. As of June 30, 2024, the Company achieved the first performance condition by issuing a press release announcing certain topline results from the ASPEN trial by June 30, 2024. The potential payout of the awards ranges from 0% to 250% of the target, dependent on a market condition that is based on the Company's total shareholder return compared to the NASDAQ Biotechnology Index, subject to certain adjustments (the Peer Group). During the second quarter of 2024, the Company's total shareholder return was compared to the Company's Peer Group and the potential payout of the awards was determined to be 250% of the target, pending the achievement of the second performance condition, the acceptance of an NDA by the FDA for brensocatib, and satisfaction of the remaining service condition to such awards.
The following table summarizes the aggregate stock-based compensation expense recorded in the consolidated statements of comprehensive loss related to stock options, RSUs and the ESPP during the three and six months ended June 30, 2024 and 2023 (in thousands): 
 Three Months Ended June 30,Six Months Ended June 30,
 2024202320242023
Research and development$11,301 $8,787 $21,636 $16,686 
Selling, general and administrative11,985 9,571 23,100 18,116 
Total$23,286 $18,358 $44,736 $34,802 
There was no stock-based compensation expense recorded in the consolidated statements of comprehensive loss related to PSUs during the six months ended June 30, 2024 or June 30, 2023, as the second performance condition associated with the PSU awards was not probable as of either date.