BIOMARIN PHARMACEUTICAL INC
For the period ended May 21, 2024. Filed Apr 9, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 21, 2024 · Filed Apr 9, 2024
Contents
Proxy Voting Roadmap
This overview highlights certain information contained elsewhere in this Proxy Statement and does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting. For more complete information regarding our business and 2023 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the Securities and Exchange Commission (the SEC) on February 26, 2024.
Meeting and Voting Information
| DateMay 21, 2024 | Time9:00 a.m. (Pacific Time) | LocationLive audio webcast at www.virtualshareholdermeeting.com/BMRN2024 |
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You are cordially invited to attend the meeting virtually via the internet. Whether or not you expect to attend the meeting, please vote as soon as possible. Please see “Questions and Answers about These Proxy Materials and Voting—How Do I Vote?” beginning on page 118 below.
We intend to mail a Notice Regarding the Availability of Proxy Materials on or about April 9, 2024 to all stockholders of record entitled to vote at the Annual Meeting. We expect that this Proxy Statement and the other proxy materials will be available to stockholders on or about April 9, 2024.
For the reasons set forth below and in the rest of this Proxy Statement, our Board recommends that you vote your shares “FOR” each of the nominees named below for director to hold office until the 2025 Annual Meeting of Stockholders and “FOR” each of the other proposals.
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Proxy Voting Roadmap
| 1 | Election of DirectorsWe are asking our stockholders to vote “FOR” each of the 11 nominees for director to serve until the next Annual Meeting and until their successors are duly elected and qualified. Detailed information about each nominee’s background and experience can be found beginning on page 19.Each of the nominees for director was nominated for election by the Board upon the recommendation of the Corporate Governance and Nominating (CGN) Committee. Three of our nominees, Barbara W. Bodem, Athena Countouriotis, and Mark J. Enyedy, were appointed to the Board and nominated for re-election in this Proxy Statement following a full review conducted pursuant to the Company’s existing practices and policies for identifying and evaluating nominees and pursuant to the Cooperation Agreement dated as of December 20, 2023 (the Cooperation Agreement), that we entered into with Elliott Investment Management L.P. and certain of its affiliates. Each of the CGN Committee and the Board believes that each nominee has the specific experiences, qualifications, attributes and skills to serve as a member of the Board, and has decided to recommend the nominees without taking into consideration any contractual obligation set forth in the Cooperation Agreement. The Board therefore recommends that our stockholders vote “FOR” each of the nominees.We have a policy that provides that any director nominee who receives a greater number of votes “WITHHELD” for his or her election than votes “FOR” his or her election should promptly tender his or her resignation. For more information on this policy, see page 36. |
| The Board recommends a vote “FOR” each of the nominees.Vote required to elect each nominee:The 11 nominees who receive the most “FOR” votes cast by the holders of shares either present in person or represented by proxy and entitled to vote on the election of directors will be elected to our Board.For more information, see Proposal 1 starting on page 18. |
| 2 | Ratification of the Selection of KPMG LLP as the Independent Registered Public Accounting Firm for BioMarin for the Year Ending December 31, 2024The Board and the Audit Committee believe that the continued retention of KPMG to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2024 is in the best interest of the Company and its stockholders. As a matter of good corporate governance, we are asking our stockholders to ratify the Audit Committee’s selection of the independent registered public accounting firm. |
| The Board recommends a vote “FOR” this proposal.Vote required for approval:Affirmative vote of a majority of the votes cast on the proposal.For more information, see Proposal 2 starting on page 54. |
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Proxy Voting Roadmap
| 3 | Advisory Vote on Executive CompensationWe are asking our stockholders for advisory approval of the compensation of our NEOs as disclosed in this Proxy Statement. Our executive compensation program is aligned with our business strategy and priorities and encourages executive officers to work for meaningful stockholder returns consistent with our pay-for-performance philosophy. We align our executive officers’ interests with our stockholders’ interests by rewarding our executive officers for both current performance and longer-term performance, with performance measured by both financial performance and milestones for the advancement of our long-term development programs and strategic initiatives. |
| The Board recommends a vote “FOR” this proposal.Vote required for approval: Affirmative vote of a majority of the votes cast on the proposal.For more information, see Proposal 3 starting on page 59. |
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Proxy Voting Roadmap
Director Nominees
The following table provides summary information about each nominee for director as of March 15, 2024, each of whom is a continuing director. Mark J. Alles, Jean-Jacques Bienaimé, V. Bryan Lawlis, Ph.D., and Dennis J. Slamon, M.D., Ph.D., who were directors as of March 15, 2024, will not stand for re-election. See pages 19 to 29 for more information.
| Name and Age | Independent | DirectorSince | Occupation | CommitteeMemberships(1) | |||||
|---|---|---|---|---|---|---|---|---|---|
| A | C | N | S | SR | |||||
| Elizabeth McKee Anderson, 66 | July 2019 | Director, GSK PLC Director, Insmed, Inc.Director, Revolution Medicines, Inc. | n | n | |||||
| Barbara W. Bodem, 56 | December 2023 | Director, Enovis Corp.Director, Option Care Health, Inc. | n | ||||||
| Athena Countouriotis, M.D., 52 | December 2023 | Co-founder, President, Chief Executive Officer and Chairperson, Avenzo Therapeutics Director, Iovance Biotherapeutics, Inc.Director, Passage Bio, Inc. | |||||||
| Willard Dere, M.D., 70 | July 2016 | Professor Emeritus of Internal Medicine at the University of UtahChief Medical Officer and Chief Advisor to the CEO, Angitia Biopharmaceuticals (Part-Time)Director, Mersana Therapeutics, Inc.Director, Seres Therapeutics, Inc.Director, Metagenomi, Inc. | n | n | |||||
| Mark J. Enyedy, 60 | December 2023 | Former President and Chief Executive Officer of ImmunoGen, Inc. | n | ||||||
| Alexander Hardy, 55 | December 2023 | President and Chief Executive Officer | n | ||||||
| Elaine J. Heron, Ph.D., 76 | July 2002 | Director, Vaxart, Inc. Director, Visgenx, Inc.Director, Watershed Medical, Inc.Director, BlueWhale Bio, Inc. | n | n | n | ||||
| Maykin Ho, Ph.D., 71 | February 2021 | Director, Agios PharmaceuticalsDirector, FibroGen, Inc.Director, Neumora Therapeutics, Inc.Director, Parexel | n | n | n | ||||
| Robert J. Hombach, 58 | September 2017 | Former Executive Vice President, CFO & COO, Baxalta Inc.Director, Embecta Corporation | n | n | |||||
| Richard A. Meier, 64Chair of the Board | December 2006 | Chair of the BoardSupervisory Board Member, Syntellix AG | n | ||||||
| David E.I. Pyott, M.D. (Hon.), 70 | January 2016 | Director, Alynlam Pharmaceuticals, Inc.Director, Pliant Therapeutics, Inc.Supervisory Board Member, Royal Philips in the Netherlands | n | n | |||||
| A – Audit Committee | N – Corporate Governance & Nominating Committee | n | Committee Chair | n | Financial Expert |
|---|---|---|---|---|---|
| C – Compensation Committee | S – Science & Technology Committee | n | Member | ||
| SR – Strategic and Operating Review Committee | |||||
(1)Mark J. Alles, who is not standing for re-election is currently the Chair of the CGN Committee. The Board plans to review the composition of the committees, including the CGN Committee, following the Annual Meeting.
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Proxy Voting Roadmap
Director Nominee Dashboard Below we provide a snapshot of the diversity, skills and experience of our director nominees as of March 15, 2024:
Board Refreshment
| 5 of 11 director nominees are new to the board since July 2019 | Key Skills | ||
|---|---|---|---|
| Research and Development | Compensation/Corporate Governance Matters | ||
| 4 director nominees are new to the Board since 2022 | Management of Biotechnology and Pharmaceutical Organizations | Finance/Accounting/Capital Markets | |
| TenureAverage Tenure: 6.4 years<5 years 5-10 years >10 years | AgeAverage Age: 64 years<65 years65-70 years>70 years | Independence10 of 11 director nominees are independent |
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Diversity
| 40%Committee chairs whoare female or from underrepresented minorities (based on information with respect to the five committees) | Female | |
| Born outside of the U.S. | Underrepresented Minorities |
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Skills and Experience
Have Research &
Development Expertise
Have Industry
Management Experience
Have Compensation/Corporate
Governance Expertise
Have Finance/Accounting/
Capital Markets Expertise
Have Business Development/Sales &
Marketing Experience
For more information regarding the background, expertise, skills and experience of our director nominees, see each nominee’s respective biography and the “Skill and Experience” matrix within Proposal 1.
(1)Meets one or more of the gender, ethnicity and birthplace diversity categories listed above.
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Proxy Voting Roadmap
Leadership Transitions
As the culmination of an orderly, thorough, multi-year succession planning process led by our independent directors, our Board appointed Alexander Hardy as our CEO and as a member of our Board, effective December 1, 2023, succeeding Jean-Jacques Bienaimé. Mr. Hardy brings more than 30 years of experience in the global healthcare and biotechnology industries, most recently serving as CEO of Genentech, a member of the Roche Group. In connection with this transition, we entered into an employment agreement with Mr. Hardy and also entered into a Separation Agreement and General Release, dated October 30, 2023, with Mr. Bienaimé. In addition, we entered into a Consulting Agreement, effective December 1, 2023, with Mr. Bienaimé in order to facilitate a smooth and effective CEO transition. See the “Compensation Related to Leadership Transition” section of the “Compensation Discussion and Analysis” section of this Proxy Statement for additional information.
In addition to the CEO transition, in March 2024, we announced that Cristin Hubbard will be our new Chief Commercial Officer effective May 20, 2024, succeeding Jeff Ajer. Ms. Hubbard brings more than 20 years of experience in the biopharmaceutical and diagnostics industries. She served most recently as the head of Global Product Strategy for Roche Pharma, where she was responsible for lifecycle management, accelerating delivery of the company's medicines from development to commercialization, across five therapeutic areas.
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Proxy Voting Roadmap
Executive Compensation Highlights
Our compensation program is aligned with our business strategy and priorities, encourages executive officers to work for meaningful stockholder returns and reflects a pay-for-performance philosophy. Below are highlights of BioMarin’s executive compensation program, and we encourage our stockholders to read the “Compensation Discussion and Analysis” section of this Proxy Statement for a detailed overview of our executive compensation philosophy and program.
Our NEO Fiscal Year 2023 Pay
Performance-based compensation components, such as the annual cash incentive program and the performance-based restricted stock units (RSUs), have predominance in our executive compensation program. In addition, although we do not count stock options as a “performance-based” component, we believe stock options further emphasize the pay-for-performance link and that the multi-year vesting schedule provides our NEOs an incentive to add value to the Company over the long term. We also believe that our 2023 target pay mix focuses the efforts of our NEOs and other executive officers on the achievement of both our short- and long-term objectives and aligns the interests of our executive officers with those of our stockholders.
Compensation for CEO and Former CEO(1)
Mr. Hardy was not eligible to participate in the 2023 annual cash incentive plan and was not granted any performance-based equity awards for 2023 as he was appointed as our CEO effective December 1, 2023. However, for 2024, approximately 96% of Mr. Hardy’s 2024 target compensation is variable and at-risk and approximately 59% of his total 2024 target compensation is performance-based.
In addition, to further align Mr. Hardy’s compensation with stockholder experience,60% of the performance-based RSUs granted to Mr. Hardy in 2024 are based on relative total shareholder return (as opposed to 50% of performance-based RSUs granted to Mr. Bienaimé in 2023).
With respect to Mr. Bienaimé, our former CEO, approximately 91% of Mr. Bienaimé’s total 2023 target compensation was variable and at-risk and 51% of his total 2023 target compensation was performance-based.
See the “Compensation Related to Leadership Transition” section of the Compensation Disclosure and Analysis section of this Proxy Statement for additional information.
Other NEOs’ Total Compensation Mix in 2023(1)(2)
As shown below, for 2023, at-risk compensation (annual cash incentive and equity awards) accounted for 89% of the average total direct compensation of our other NEOs. In addition, during 2023, 82% of the average total direct compensation of our other NEOs was delivered through long-term incentives (stock option awards and performance-based and service-based RSUs).
(1)Each percentage (except for those relating to 2024) is calculated as a percentage of total compensation set forth in the “Summary Compensation Table” in this Proxy Statement and is based on the amounts in such table, including the “Target Payout” amounts in footnote (2) to such table. For Mr. Bienaimé, the percentage calculation includes the aggregate incremental fair value of his equity awards that continue to vest as computed in accordance with FASB ASC Topic 718. See “Compensation Related to Leadership Transition” section of the “Compensation Discussion and Analysis” and the “Summary Compensation Table” in this Proxy Statement for additional information. For Mr. Hardy, each percentage is calculated based on target achievement.
(2)Percentages calculated based on sum of all other NEOs’ compensation. Certain percentages are rounded up or down by less than 1% so that totals equal 100%.
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Proxy Voting Roadmap
Performance-Based Achievement in 2023
2023 Short-Term Annual Cash Incentive Program
We delivered high achievement on our financial and development corporate goals in 2023, resulting in an above-target payout under our 2023 short-term annual incentive plan (Annual Incentive Plan) based on our preestablished performance criteria. See the “Compensation Discussion and Analysis–Annual Cash Incentive” section of this Proxy Statement for additional information, including how we define Managed Sales Revenue and Non-GAAP Income and the specific developmental goals for 2023.
| Metric | Target | Result | Payout |
|---|---|---|---|
| Managed Sales Revenue | $2,278M | $2,241M | 115% |
| Non-GAAP Income | $371M | $405M | |
| Development Goals | 100% | >100% |
The Compensation Committee exercised negative discretion to payout the Annual Incentive Plan for Mr. Bienaimé and his direct reports at a range of 95% to 105% of target based upon individual performance, even though the overall program funding was 115%. This was in recognition of the recent experience of our stockholders and the adjusted net product revenue guidance for ROCTAVIAN, which was partially mitigated by the significant VOXZOGO revenue growth.
Three-Year Performance Period (2021 – 2023) Long-Term Performance-Based Equity Awards
Our long-term performance-based equity awards that were earned based on the three-year performance period of 2021 through 2023 were paid out above target based on our strong financial, operational and stock performance over such period. See the “Compensation Discussion and Analysis–Equity Compensation” section of this Proxy Statement for additional information, including how we define Non-GAAP Income and the specific strategic goals used.
| Metric · Target · Result · Payouts | ||||
|---|---|---|---|---|
| Relative Total Shareholder Return | 50th percentile | 84th percentile | 200% | |
| Non-GAAP Income(1) | 2021 | $185M | $243M | 150.7% |
| 2022 | $274M | $365M | ||
| 2023 | $580M | $495M | ||
| Strategic Goals | 100% | >100% | 145% | |
(1)The Non-GAAP Income information for the three-year performance period (2021 - 2023) long-term performance-based equity awards were calculated under the Non-GAAP Income methodology used in 2021. See footnotes (1) and (2) to “Non-GAAP Income Performance-Based RSUs Earned for 2021 Through 2023 Performance Period” table set forth in the “Compensation Discussion and Analysis” section of this Proxy Statement for additional information.
Our Executive Compensation Practices
Our executive compensation policies and practices reinforce our pay-for-performance philosophy and align with sound governance principles.
WHAT WE DO
Design executive compensation to align pay with performance and balance short-and long-term incentive compensation to incentivize achievement of short-and long-term business goals
“Double trigger” vesting for CEO equity awards
Reward performance by making a majority of executive compensation “at-risk”
Retain independent compensation consultant reporting directly to the Compensation Committee
Require executive officers and directors to meet stock ownership guidelines
Provide stockholders an annual say-on-pay vote and solicit feedback on our compensation programs from stockholders
Prohibit short sales, transactions in put or call options, hedging transactions or other inherently speculative transactions in our stock or engaging in margin activities (see the section of this Proxy Statement titled, “Stock Ownership Information – Anti-Hedging and Anti-Pledging Policy” for details)
Maintain Clawback Policies
WHAT WE DON’T DO
No repricing of underwater stock options without prior stockholder approval
No excessive perquisites
No guaranteed bonuses or base salary increases
No tax gross-ups on severance or change in control benefits
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.