BIOMARIN PHARMACEUTICAL INC
For the period ended Jun 2, 2026. Filed Apr 21, 2026.
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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.
Jun 2, 2026 · Filed Apr 21, 2026
Contents
CD&A Overview
The Compensation Committee designs our executive compensation program with the goal of achieving our primary goal of providing appropriate incentives to attract and retain the executive talent necessary to advance our business and increase stockholder value in the short- and long-term. The Compensation Committee also believes that our executive compensation program is appropriate in that it both encourages executive officers to work for meaningful stockholder return and reflects our pay-for-performance philosophy, without encouraging our executive officers to take excessive risks.
Our compensation program has the following main objectives:
| 1 | 2 | 3 | 4 | 5 | |||
| Market Competitiveness and Retention | Alignment with Business Strategy and Goals | Balance Between Short- and Long-Term Perspectives | Pay For Performance | Stockholder Alignment |
1
Market Competitiveness and RetentionProvide total compensation levels and compensation elements that are competitive with companies with which we compete for talent and appropriate to NEO background and experience
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.
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. As part of this analysis, the Compensation Committee, together with its Compensation Consultant, reviews peer group and other market information for each executive officer. The peer group is reviewed to ensure that it represents companies competing with us to attract and retain talent.
2
Alignment with Business Strategy and GoalsIncentivize our executives to execute our corporate strategy and achieve short-term and long-term goals
Following the completion of the strategic portfolio assessment of research & development programs and the establishment of our corporate strategy in 2024, the Compensation Committee made several changes to the compensation program for 2025 to align executive compensation with our corporate strategy to delivery sustained long-term value to stockholders. These changes include:
Performance-Based Restricted Stock Units (RSUs)
Longer Relative Total Stockholder Return (TSR) Performance Period for CEO: To motivate stock price outperformance and further align CEO compensation with stockholder experience, we allocated a portion of the CEO’s relative TSR award to a relative TSR performance-based RSU award based on a five-year performance period.
New Financial Metric: We granted long-term equity awards based on cumulative three-year revenue compound annual growth rate (CAGR) to incentivize executives to generate consistent revenue growth.
New Innovation Awards: To promote innovation and revenue growth, we granted long-term equity awards based on incremental revenue attained from new products and programs and/or the acceleration of existing programs that is measured over a five-year performance period.
New Strategic Goals Metric: We introduced strategic goals to our annual cash incentive plan, which were designed to further align compensation with key strategic activities designed to enhance stockholder value.
| 62 | 2026 Proxy Statement |
3
Balance Between Short- and Long-Term PerspectivesBalance short-and long-term perspectives by including a mix of compensation that includes: base salary, annual cash incentives based on achieving short-term corporate milestones, and opportunities to share in long-term company growth through equity compensation
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. As such, equity-based long-term incentive compensation constitutes a significant portion of our executive officers’ overall compensation. We use equity as the primary form for long-term incentive opportunities in order to motivate and reward executive officers to (i) achieve multiyear strategic goals and (ii) deliver sustained long-term value to stockholders. We believe our focus is appropriate because of the lengthy time 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.
In 2025, 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 for the charts 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.
CEO Total Compensation Mix in 2025(1)
As shown below, approximately 93% of our CEO’s 2025 direct compensation was variable and at-risk (annual cash incentive and equity awards) and approximately 70% of his total 2025 direct compensation was performance-based (annual cash incentive and performance-based RSUs). In addition, during 2025, 86% 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 2025(1)(2)
As shown below, for 2025, at-risk compensation accounted for 88% of the average total direct compensation of our other NEOs. In addition, during 2025, 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. Certain percentages are rounded up or down by less than 1% so the totals equal 100%.
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4
Pay For PerformanceRewards executives for exceptional corporate and individual performance
The Compensation Committee has designed our executive compensation program to motivate our executive officers to achieve business objectives by closely linking the value of the compensation they receive to our performance relative to these business objectives. The Compensation Committee believes that the compensation awarded to our NEOs in 2025 appropriately reflects the operational progress achieved by the Company and will motivate the continued achievement of the Company’s financial and strategic objectives with the goal of creating value for the Company’s stockholders.
2025 Goal Setting
Goals for our short-term annual cash incentive plan and long-term performance-based RSU awards were considered rigorous and challenging, attainable only with strong performance, and took into account the relevant opportunities and risks. For example, the financial goal target levels used for the 2025 annual cash incentive plan were higher than the 2024 results, demonstrating the Compensation Committee’s commitment to challenge management to excel and focusing senior leadership on increasing growth and profitability.
2025 Annual Cash Incentive Plan Achievement
We delivered high achievement on our financial and development corporate goals in 2025 resulting in an above-target funding of 130% under our short-term annual cash incentive plan based on our pre-established criteria. In making this decision, the Compensation Committee also considered the following accomplishments: (i) impactful strategic transactions in 2025, including acquisition of Inozyme Pharma, Inc. (Inozyme) and entry into a definitive agreement to acquire Amicus Therapeutics, Inc. (Amicus); (and ii) secured favorable financing terms in connection with the pending Amicus acquisition. The Compensation Committee determined the payout under the 2025 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.
| 2025 Short-Term Annual Cash Incentive Plan | |||||||
|---|---|---|---|---|---|---|---|
| Total Revenue(1) · Non-GAAP Diluted EPS(2) · Development Goals · Strategic Goals | |||||||
| Target | Result | Target | Result | Target | Result | Target | Result |
| $3,223M | $3,221M | $4.58 | $4.83 | 100% | 175% | 100% | 75% |
Overall Payout as a percentage of Target based on performance compared to pre-established criteria:130%
Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement
The performance targets for relative TSR awards and Core Operating Margin awards based on the three-year performance period of 2023 through 2025 were not met and resulted in a payout below 100%, consistent with our pay-for-performance compensation philosophy.
| Three-Year Performance Period (2023 – 2025) Long-Term Performance-Based Equity Awards | |||||
|---|---|---|---|---|---|
| Relative TSR · Core Operating Margin(3) · Strategic Goals | |||||
| Target | Result | Target | Result | Target | Result |
| 55th percentile | 35th percentile | 2023: 9.0% | 2023: 7.4% | 100% | 150% |
| 2024: 20.5% · 2024: 15.4% | |||||
| 2025: 28.0% · 2025: 29.1% | |||||
| Payouts as a percentage of Target based on performance compared to pre-established criteria: | ||
|---|---|---|
| 69.4% | 53.3% | 150% |
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(1)2025 total revenue result is based on total revenue calculated in accordance with U.S. Generally Accepted Accounting Principles (GAAP). While the result was slightly below target, it represented a 99.9% achievement to target and the Compensation Committee determined the payout under this metric to be 100% given the small difference and the fact that the result represents strong revenue growth compared to the prior year.
(2)See Appendix B for the definition of Non-GAAP Diluted Earnings per Share (EPS) and reconciliation to the most directly comparable GAAP financial measure. The 2025 Non-GAAP Diluted EPS result was further adjusted to: (a) the impact of the acquired in-process research and development (IPR&D) charges related to the acquisition of Inozyme; (b) the impact of the Company’s strategic decision to voluntarily withdraw ROCTAVIAN from the market; and (c) the impact of accrual relating to the 2025 annual cash incentive plan payout decision beyond 100%. See footnote (3) to “2025 Program Goals and Results” table set forth in this CD&A for additional information regarding such adjustments.
(3)See Appendix B for the definition of Core Operating Margin and reconciliation to the most directly comparable GAAP financial measure. The Core Operating Margin results as presented above were further adjusted for: (a) the difference between foreign currency exchange rates in effect at the time the goal was set and at the end of the performance period; (b) adjustments for costs incurred in the acquisition of Inozyme, including impact of the acquired IPR&D charges; and (c) the impact of the Company’s strategic decision to voluntarily withdraw ROCTAVIAN from the market. See footnote (1) to “Core Operating Margin Performance-Based RSUs Earned for 2023 Through 2025 Performance Period” table set forth in this CD&A for additional information regarding such adjustments.
5
Stockholder AlignmentClosely align the interests of executive officers with those of our stockholders
The Compensation Committee believes using equity for the long-term incentives creates strong alignment between the interests of executive officers and the interests of our stockholders because it gives executive officers and stockholders a common interest in stock price performance. Granting equity also fosters an ownership culture among executive officers by making them stockholders with a personal stake in the Company’s growth and success.
Stockholder Feedback and Recent Say-on-Pay Vote
Our stockholders’ views and opinions on our executive compensation practices are extremely important to us. As stewards of good corporate governance, our Compensation Committee members evaluate the design of our executive compensation program based on market conditions, stockholder views, and other governance considerations. Consistent with stockholder feedback, we conduct a Say-on-Pay vote on an annual basis. We regularly engage with our stockholders through open dialogue and direct individual communication on topics related to the business, financial performance, corporate governance, and compensation of the Company. For details regarding our stockholder outreach efforts specific to 2025, please see the “Proxy Voting Roadmap—Stockholder Engagement” section of this Proxy Statement.
| 93%Say-on-Pay | We appreciate the fact that our last say-on-pay proposal received support from over 93% of the votes cast. |
Stock Ownership Guidelines
We maintain stock ownership guidelines for our NEOs to align their interests with those of our stockholders. See the “Other Considerations and Policies–Director and Officer Stock Ownership Guidelines” section of this CD&A for a more detailed discussion of our stock ownership guidelines
| CEO6Xsalary | Other NEOs2Xsalary |
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Highlights of Compensation Policies and Practices
Our Compensation Committee and Board have implemented compensation policies and practices designed to enhance governance of our executive compensation program and further our compensation objectives. These policies and practices include those listed below, and more information about many of these items can be found elsewhere in this Proxy Statement.
| Annual Advisory Say-on-Pay Vote | Our Board elected to hold an annual advisory say-on-pay vote, consistent with the preference of our stockholders as expressed in response to our “say on frequency” proposal at our 2023 Annual Meeting. The Compensation Committee considers the outcome of the advisory vote in making compensation decisions. |
|---|---|
| Independent Compensation Committee Oversight; Executive Sessions | The Compensation Committee is composed solely of Independent Directors and regularly meets in executive sessions without management present. |
| Transparent Equity Granting Process and Practices | The Compensation Committee grants equity awards annually to eligible employees according to a regular, pre-set schedule. See the “Our Decision-Making Process—Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information” section of this CD&A for additional information. |
| Risk Management | Our executive compensation policies are structured to discourage inappropriate risk-taking by our executives. See the “Our Decision-Making Process—Compensation Risk Assessment” section of this CD&A for additional information. |
| Peer Group: Rigorously Determined and Appropriate | Each year, the Compensation Committee reassesses the group of peer companies used as a reference point for evaluating executive compensation. The Compensation Committee gives careful consideration to the selection criteria, the range of values on such criteria and the companies included, ultimately to determine that the companies included in our peer group represent an appropriate and stable peer group. See the “Our Decision-Making Process—Peer Group Process” section of this CD&A for additional information. |
| Independent Compensation Consultant | The Compensation Committee has engaged an independent compensation consultant for advice on topics related to Board and NEO compensation. See the “Our Decision-Making Process—Compensation Consultant” section of this CD&A for additional information. |
| Equity Incentive Plan Features | The BioMarin Pharmaceutical, Inc. 2017 Equity Incentive Plan, as amended (the 2017 Plan), which the stockholders initially approved at our 2017 Annual Meeting, contains a number of features that represent good corporate governance, including a limit on non-employee director compensation, prohibition on liberal share recycling and restrictions on payment of dividends on unvested shares, among other stockholder-favorable features. |
| Prohibition on Stock Option Repricing | Our equity incentive plans prohibit stock option repricing without stockholder approval. |
| Insider Trading Policy | We maintain a comprehensive insider trading policy which provides, among other things, that our employees who possess material non-public information may not disclose, or trade while in possession of, such information or buy or sell our securities during any designated blackout period. See “Corporate Governance—Other Board Governance Information—Insider Trading Policies and Procedures” section of this Proxy Statement for more information. |
| Prohibition Against Hedging and Pledging of Securities | Our insider trading policy prohibits directors and employees from engaging in short sales, transactions in put or call options, hedging transactions or other speculative transactions in our stock or engaging in pledges or margin activities. |
| Policy Against Excise Tax Gross-Ups | We maintain a policy against granting excise tax gross-ups to executives since March 2015. |
| Clawback Policies | We maintain clawback policies that comply with the SEC rules under the Dodd-Frank Act and Nasdaq listing rules, which allows us to recoup gains from sale of vested shares acquired pursuant to an option or other award granted under our equity incentive plans. See the “Other Considerations and Policies—Clawback Policies” section of this CD&A for additional information. |
| Stock Ownership Guidelines | We have established stock ownership guidelines for our executives to increase the link between the interests of executives and those of stockholders. See the “Other Considerations and Policies—Stock Ownership Guidelines” section of this CD&A for additional information. |
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