BIOMARIN PHARMACEUTICAL INC
For the period ended May 20, 2025. Filed Apr 8, 2025.
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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 20, 2025 · Filed Apr 8, 2025
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 2024 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC on February 24, 2025.
Meeting and Voting Information
| DateMay 20, 2025 | Time9:00 a.m. (Pacific Time) | LocationLive audio webcast at www.virtualshareholdermeeting.com/BMRN2025 |
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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 136 below.
We intend to mail a Notice Regarding the Availability of Proxy Materials on or about April 8, 2025 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 8, 2025.
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 2026 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 10 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 20.Each of the nominees for director was nominated for election by the Board upon the recommendation of the Corporate Governance and Nominating (CGN) Committee. 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. The Board therefore recommends that our stockholders vote “FOR” each of the nominees.In February 2025, we adopted a majority voting standard for the election of directors in an uncontested election that provides that a director nominee who receives a greater number of votes cast “FOR” for his or her election than votes cast “AGAINST” his or her election will be elected to the Board. For more information, see page 35. |
| The Board recommends a vote “FOR” each of the nominees.Vote required to elect each nominee:Each nominee receiving a greater number of votes cast “FOR” than votes cast “AGAINST” will be elected to the Board.For more information, see Proposal 1 starting on page 19. |
| 2 | Ratification of the Selection of KPMG LLP as the Independent Registered Public Accounting Firm for BioMarin for the Year Ending December 31, 2025The 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, 2025 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 57. |
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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 63. |
| 4 | Approval of an Amendment to the 2017 Equity Incentive PlanOur Board is requesting stockholder approval of an amendment to the BioMarin Pharmaceutical, Inc. 2017 Equity Incentive Plan, as amended (the 2017 Plan) to increase the number of shares reserved for issuance thereunder (as amended if this proposal is approved, the Amended 2017 Plan). |
| 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 4 starting on page 119. |
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Proxy Voting Roadmap
Director Nominees
The following table provides summary information about each nominee for director as of March 15, 2025, each of whom is a continuing director. Elaine J. Heron, Ph.D., and David E.I. Pyott, M.D., who were directors as of March 15, 2025, will not stand for re-election at the Annual Meeting. See pages 20 to 29 for more information.
| Name and Age | Independent | DirectorSince | Occupation | CommitteeMemberships(1) | |||||
|---|---|---|---|---|---|---|---|---|---|
| A | C | N | S | TS | |||||
| Elizabeth McKee Anderson, 67 | July 2019 | Director, GSK PLC Director, Insmed, Inc.Director, Revolution Medicines, Inc. | n | n | |||||
| Barbara W. Bodem, 57 | December 2023 | Director, Enovis Corp.Director, Option Care Health, Inc. | n | n | |||||
| Athena Countouriotis, M.D., 53 | December 2023 | Co-founder, President, Chief Executive Officer and Chairperson, Avenzo Therapeutics Director, Iovance Biotherapeutics, Inc.Director, Passage Bio, Inc. | n | n | |||||
| Willard Dere, M.D., 71 | July 2016 | Professor Emeritus of Internal Medicine at the University of UtahChief Advisor to the CEO and Chief Medical Officer (Part-Time), Angitia BiopharmaceuticalsDirector, Mersana Therapeutics, Inc.Director, Seres Therapeutics, Inc.Director, Metagenomi, Inc. | n | n | n | ||||
| Mark J. Enyedy, 61 | December 2023 | Former President and Chief Executive Officer of ImmunoGen, Inc. | n | n | n | ||||
| Alexander Hardy, 56 | December 2023 | President and Chief Executive Officer | |||||||
| Maykin Ho, Ph.D., 72 | February 2021 | Director, Agios PharmaceuticalsDirector, FibroGen, Inc.Director, Neumora Therapeutics, Inc. | n | n | n | ||||
| Robert J. Hombach, 59 | September 2017 | Former Executive Vice President, CFO & COO, Baxalta Inc. Director, Embecta CorporationDirector, Henry Schein, Inc. | n | n | |||||
| Richard A. Meier, 65Chair of the Board | December 2006 | Chair of the BoardChief Executive Officer and Director, TwinMed, LLC | n | ||||||
| Timothy P. Walbert, 58 | February 2025 | Former Chairman, President and Chief Executive Officer, Horizon Therapeutics Senior Advisor, AmgenDirector, Mirum Pharmaceuticals, Inc.Director, Century Therapeutics, Inc.Director, Sagimet Biosciences Inc. | |||||||
| A – Audit Committee | N – Corporate Governance & Nominating Committee | n | Committee Chair | n | Financial Expert |
|---|---|---|---|---|---|
| C – Compensation Committee | S – Science & Technology Committee | n | Member | ||
| TS – Transactions and Strategy Committee | |||||
(1)David E.I. Pyott, M.D., who is not standing for re-election at the Annual Meeting, is currently the Chair of the CGN Committee. The Board expects to appoint Mr. Enyedy as the Chair of the CGN Committee following the Annual Meeting. 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, 2025:
Board Refreshment
| 5 of 10 director nominees are new to the Board since 2022 | Key Skills | ||
|---|---|---|---|
| Research and Development | Compensation/Corporate Governance Matters | ||
| Management of Biotechnology and Pharmaceutical Organizations | Finance/Accounting/Capital Markets | ||
| TenureAverage Tenure: 4.9 years<5 years 5-10 years >10 years | AgeAverage Age: 62 years<65 years65-70 years>70 years | Independence9 of 10 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
Average Director Tenure
The following chart represents the evolution of the average director tenure of our Board, which highlights our Board refreshment efforts over the past few years. The 2025 information is based on the assumption that all 10 director nominees are elected at the Annual Meeting.
Leadership Transitions
As the culmination of an orderly, thorough, multi-year succession planning process led by our independent directors, our Board has implemented several key leadership transitions in recent years starting with the appointment of Alexander Hardy as our CEO and as a member of our Board effective December 1, 2023. 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.
We continued the leadership transition process in 2024:
New Chief Commercial Officer: Cristin Hubbard was appointed as our Chief Commercial Officer effective May 20, 2024. 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, global commercial strategy and accelerating delivery of the company's medicines from development to commercialization, across five therapeutic areas.
New Chief Research & Development Officer: Gregory R. Friberg, M.D., was appointed as our Chief Research & Development Officer effective September 30, 2024. Dr. Friberg brings a wealth of experience in clinical development and lifecycle management to the role. During his 18 years at Amgen, he has been responsible for advancing multiple medicines from investigational new drug application filing through late-stage development. Dr. Friberg most recently served as head of Global Development for Amgen’s hematology/oncology and bone portfolios.
New Chief Business Officer: James Sabry, M.D., Ph.D., was appointed as our Chief Business Officer effective October 7, 2024. Dr. Sabry brings decades of expertise in identifying innovation at all stages of development, from preclinical to commercialized products, focusing on novel targets and approaches to managing serious medical conditions. He spent 14 years at Roche and Genentech, serving most recently as Executive Vice President and Global Head of Roche Partnering.
See the “Compensation Discussion and Analysis–Compensation Related to Leadership Transitions” section this Proxy Statement for additional information.
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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 2024 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 in the chart below, 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 2024 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.
CEO Total Compensation Mix in 2024(1)
As shown below, approximately 92% of our CEO’s 2024 direct compensation was variable and at-risk (annual cash incentive and equity awards) and approximately 62% of his total 2024 direct compensation was performance-based. In addition, during 2024, 82% of the total direct compensation of our CEO was delivered through long-term incentives (stock option awards and performance-based and service-based RSUs).
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Proxy Voting Roadmap
Other NEOs’ Total Compensation Mix in 2024(1)(2)
As shown below, for 2024, at-risk compensation accounted for 87% of the average total direct compensation of our other NEOs. In addition, during 2024, 80% of the average total direct compensation of our other NEOs was delivered through long-term incentives.
(1)Each percentage 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. Certain percentages are rounded up or down by less than 1% so that totals equal 100%.
(2)Percentages calculated based on sum of all other NEOs’ compensation. The “Other” percentage for all other NEOs includes the one-time sign-on bonus of $250,000 paid to Dr. Friberg and $600,000 paid to Ms. Hubbard. See “Compensation Discussion and Analysis–Compensation Related to Leadership Transitions” section and the “Summary Compensation Table” in this Proxy Statement for additional information. Certain percentages are rounded up or down by less than 1% so that totals equal 100%.
Performance-Based Achievement in 2024
2024 Short-Term Annual Cash Incentive Program
We delivered high achievement on our financial and development corporate goals in 2024, resulting in an above-target payout under our 2024 short-term annual cash incentive plan (Annual Cash 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 Non-GAAP Diluted EPS and Development Goals and the specific developmental goals for 2024.
| Metric | Target | Result | Payout |
|---|---|---|---|
| Total Revenue | $2,810M | $2,841M(1) | 130%(3) |
| Non-GAAP Diluted EPS | $3.15 | $3.29(2) | |
| Development Goals | 100% | >100% |
(1)2024 total revenue result is based on total net product revenue calculated in accordance with U.S. GAAP, except that it was adjusted for the difference between foreign currency exchange rates in effect at the time the goal was set in January 2024 and at the end of the performance period. See footnote (2) to “2024 Program Goals and Results” table set forth in the “Compensation Discussion and Analysis” section of this Proxy Statement for additional information regarding this metric.
(2)The Non-GAAP Diluted EPS metric was calculated based on the Non-GAAP Diluted EPS methodology reported by the Company in its press release disclosing financial results for 2024. The 2024 Non-GAAP Diluted EPS result was further adjusted to: (a) take into account the difference between foreign currency exchange rates in effect at the time the goal was set in January 2024 and at the end of the performance period; and (b) exclude strategic business decisions and strategic portfolio decisions which may require significant investment or de-investment, including business development activities, and which were not reflected in the target. See footnotes (3) to the “2024 Program Goals and Results” table set forth in the “Compensation Discussion and Analysis” section of this Proxy Statement for additional information regarding this metric.
(3)The Compensation Committee determined the payout under the Annual Cash Incentive Plan for each NEO at a level reflecting the individual’s performance and also considering his or her contribution to the achievement of the program goals. See “Compensation Discussion and Analysis–Annual Cash Incentive” section of this Proxy Statement for additional information.
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Proxy Voting Roadmap
Three-Year Performance Period (2022 – 2024) Long-Term Performance-Based Equity Awards
Our long-term performance-based equity awards that were earned based on the three-year performance period of 2022 through 2024 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 the specific strategic goals used.
| Metric · Target · Result · Payouts | ||||
|---|---|---|---|---|
| Relative Total Shareholder Return(1) | 50th percentile | 71st percentile | 100% | |
| Core Operating Margin(2) | 2022 | 2.0% | 2.5% | 169.7% |
| 2023 | 2.0% | 7.4% | ||
| 2024 | 10.5% | 14.6% | ||
| Strategic Goals(3) | 100% | >100% | 175% | |
(1)While the Company’s performance was above the target achievement level, themultiplier for the relative total shareholder return performance-based RSUs was capped at 100% because the total shareholder return was negative.
(2)We define core operating margin as total revenues less: (a) cost of sales, (b) research and development expense, (c) selling, general and administrative expense, and (d) intangible asset amortization and contingent consideration, each as determined for such period in accordance with U.S. GAAP, subject to specified adjustments for the foreign exchange currency rates assumed for purposes of setting the targets and business development transactions with an upfront payment of $100 million or more, divided by total revenues. The core operating margin results set forth above were adjusted for the difference between foreign currency exchange rates in effect at the time the goal was set and at the end of the performance period. See footnote (1) to “Core Operating Margin Performance-Based RSUs Earned for 2022 Through 2024 Performance Period” table set forth in the “Compensation Discussion and Analysis” section of this Proxy Statement for additional information
(3)Strategic Goals were measured based on the number of development programs that demonstrate proof of concept as determined by predetermined criteria and the number of investigational new drug applications (INDs) and/or clinical trial applications (CTAs) submitted the U.S. Food and Drug Administration (FDA), European Medicines Agency (EMA). See “Compensation Discussion and Analysis–Performance-Based RSUs Earned for 2022 Through 2024 Performance Period–Strategic Goals Performance-Based RSUs Earned for 2022 Through 2024 Performance Period” 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 (removed aircraft use benefits in 2024)
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.