BIOMARIN PHARMACEUTICAL INC

In furtherance of our compensation objectives, we use a balance of compensation elements and benefits, which are summarized in the table below. The focus of our compensation program is on total direct compensation opportunity (base salary, annual incentive compensation and long-term incentive compensation), with an explicit role for each element.

The Compensation Committee considered each of our compensation objectives in determining the 2023 compensation of our NEOs, as discussed in greater detail below. We provide our NEOs with competitive annual cash compensation in the form of salary and annual incentives but believe that a majority of our NEO compensation should be earned through long-term, equity-based incentives. Our focus on long-term, equity-based incentives is appropriate because of the lengthy time period required to develop pharmaceutical products, as well as the time required for pharmaceutical products to obtain regulatory approval on a worldwide basis and to reach peak sales.

The Compensation Committee focuses on providing NEOs and other executive officers with competitive compensation based on a variety of factors, including the experience of the NEO, competitive market data and individual and corporate performance. Executive pay is not targeted to a specific market percentile. The Compensation Committee and the Board believe that this approach can efficiently set NEO compensation to appropriately compensate each individual based on his or her skill and performance and/or expected future contribution to the Company’s business, and the performance of the Company as a whole.

Each year, the Compensation Committee conducts a comprehensive analysis of the compensation program to ensure it provides competitive compensation necessary to attract and retain qualified executives, while focusing on the performance of individual executives and the performance of the Company as a whole. We generally review our compensation practices annually at several meetings of the Compensation Committee and the Board. To ensure independence and candid communication, the Compensation Committee regularly meets with the Compensation Consultant in executive sessions without management present. For more information regarding the Compensation Committee’s evaluation and design of BioMarin’s executive compensation program and the role of the Compensation Consultant in such activities, see the “Our Decision-Making Process” section of this CD&A.

Executive Compensation

In 2023, the compensation of our former CEO, Mr. Bienaimé, and the other NEOs consisted primarily of performance-based cash compensation and long-term incentives. In addition, although stock options are not counted as “performance-based” compensation, 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.

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 this CD&A 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 this CD&A 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%.

Executive Compensation