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
Overview
Our directors play a critical role in guiding our strategic direction and overseeing the management of BioMarin. The many responsibilities and risks and the substantial time commitment of being a director require that we provide adequate compensation commensurate with our directors’ workload and opportunity costs. Non-employee directors receive a combination of annual cash retainers and RSU grants in amounts that correlate to their responsibilities and levels of Board participation, including service on Board committees. The Board reviews our non-employee director compensation levels and program design biennially for competitiveness against the confirmed executive compensation peer group.
To assist with the Board’s review, an independent compensation consultant (the Compensation Consultant) prepares a comprehensive biannual assessment of our non-employee director compensation program. The assessment includes benchmarking director compensation against the same peer group used for executive compensation purposes, an update in recent trends in director compensation and a review of related corporate governance best practices.
The Compensation Committee conducted a comprehensive review of non-employee director compensation during 2024. After reviewing and discussing the benchmarking analyses and compensation proposals provided by the Compensation Consultant, and at the recommendation of the Compensation Committee, the Board determined to: (1) increase the annual cash retainer from $20,000 to $24,000 for the Compensation Committee Chair and from $10,000 to $12,000 for other committee members; (2) set the annual cash retainer for the Chair of the Transactions and Strategy Committee, which was established in October 2024, to be $26,500 and the cash retainer for the other members of that committee to be $13,500; and (3) increased the annual cash retainer for the independent Chair of the Board from $65,000 to $80,000. No changes were made to the non-employee director compensation program in 2025.
Pursuant to the biennial schedule, the Compensation Committee plans to conduct further review of the non-employee director compensation in 2026. For more information regarding the Compensation Consultant, see the “Compensation Discussion and Analysis—Compensation Consultant” section of this Proxy Statement.
| Highlights•To align our directors’ interests with those of our stockholders, the annual equity award granted to non-employee directors, which vests in full on the date immediately prior to the date of the Company’s next regular annual meeting of stockholders (approximately on the one-year anniversary of the grant date), makes up the vast majority of total director compensation.•To discourage short-term risk taking, the annual equity award granted to non-employee directors is made in RSUs only and no longer includes stock options.•To align director compensation with the duration of Board service, new directors do not receive an initial equity award and instead receive an RSU grant on the same terms as the annual award made on the date of our Annual Meeting of Stockholders, pro-rated to the nearest quarter for the time the new director is expected to serve prior to our next Annual Meeting of Stockholders.•The annual cash compensation that the Company pays to its non-employee directors is based on their positions on the Board or the committees of the Board, and the Company does not compensate Board members on a per meeting basis. | •To align our directors’ interests with those of our stockholders, the Board approved stock ownership guidelines for our directors. In 2022, the Board increased the ownership guideline threshold for our directors to a value of stock equal to or greater than five times their cash retainers, up from four times. See the “Compensation Discussion and Analysis–Other Considerations and Policies–Director and Officer Stock Ownership Guidelines” section of this Proxy Statement for a more detailed discussion of our stock ownership guidelines.•The compensation levels for our directors (annual equity award and cash compensation) remain unchanged from the amounts reported in our Proxy Statement for the 2025 Annual Meeting.•We provide an annual limit on non-employee director compensation under the terms of the 2017 Plan.•Our only employee director, Mr. Hardy, receives no separate compensation for his service as a director. |
| 50 | 2026 Proxy Statement |
| Annual Non-Employee Director Base Compensation(1) | Additional Annual Cash Compensation(2) |
|---|---|
| Independent Chair of the Board: $80,000(3) | |
| Audit Committee•Chair: $26,500•Member: $13,500 | Compensation Committee•Chair: $24,000•Member: $12,000 |
| Corporate Governance and Nominating Committee•Chair: $20,000•Member: $10,000 | Science and Technology Committee•Chair: $20,000•Member: $10,000 |
| Transactions and Strategy Committee•Chair: $26,500•Member: $13,500 | |
(1)See “Equity Compensation” below for a more information regarding equity grants made to non-employee directors.
(2)Committee chair amounts are inclusive of the committee membership retainer.
(3)In connection with the separation of the roles of the Chair of the Board and CEO effective December 1, 2023, we no longer have a Lead Independent Director. Therefore, the incremental cash compensation of $65,000 to be paid to Lead Independent Director is no longer applicable.
Equity Compensation
The Board uses a “fixed value” equity grant approach rather than a “fixed share” equity grant approach to better manage the Board’s equity competitiveness. Consistent with the equity awards granted since 2020, on the date of our Annual Meeting of Stockholders, each re-elected director is granted RSUs valued at $400,000, which is converted to a number of shares using a 30-day trailing average closing price of our common stock. The shares of common stock subject to the RSUs vest in full on the date immediately prior to the date of the Company’s next regular annual meeting of stockholders (approximately on the one-year anniversary of the grant date), subject to each respective director providing services to the Company through the vesting date. The annual equity award for a director who has served for less than a year is prorated to the nearest quarter. The RSUs only vest if the director provides services to the Company through the vesting date.
In fiscal year 2025, 66,850 RSUs were awarded in the aggregate to the non-employee directors under our 2017 Plan in connection with annual awards to our non-employee directors as of the 2025 Annual Meeting and the pro-rated new director award granted to Mr. Clark in connection with his appointment as a non-employee director by the Board in August 2025.
Our Board members are eligible to enroll in our Nonqualified Deferred Compensation Plan under which participants may elect to defer all or a portion of their fees and RSU awards otherwise payable to them, and thereby defer taxation of these deferred amounts until actual payment of the deferral amounts in future years. The table below lists actual compensation paid to each individual who served as a director during 2025, other than Mr. Hardy, who is also our CEO. Mr. Hardy received no additional compensation for serving on our Board in 2025. Mr. Hardy’s compensation is described under the“Executive Compensation” section of this Proxy Statement.
| 2026 Proxy Statement | 51 |
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