BIOMARIN PHARMACEUTICAL INC
For the period ended May 20, 2025. Filed Apr 8, 2025.
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May 20, 2025 · Filed Apr 8, 2025
Contents
Structure of Executive Compensation Program
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 cash incentive compensation and long-term incentive compensation), with an explicit role for each element.
| Purpose | ||||
| Compensation Element | MarketCompetitivenessand Retention | BalanceShort-andLong-TermPerspectives | Pay forPerformance | StockholderAlignment |
|---|---|---|---|---|
| Base Salary | ||||
| Annual Cash Incentive | ||||
| Equity Grants | ||||
| Limited Perquisites and Other Personal Benefits | ||||
| Potential Severance Benefits | ||||
The Compensation Committee considered each of our compensation objectives in determining the 2024 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 across the board for all executives. 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
| 2025 Proxy Statement | 71 |
|---|
Executive Compensation
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.
In 2024, the compensation of our CEO 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.
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).
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. The “Service-Based RSUs” percentage for all other NEOs includes the Sign-On Grants awarded to Dr. Friberg and Ms. Hubbard. See “Compensation Related to Leadership Transitions” section of this CD&A 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%.
| 72 | 2025 Proxy Statement |
Executive Compensation
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