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BIOMARIN PHARMACEUTICAL INC

For the period ended Jun 2, 2026. Filed Apr 21, 2026.

View on SEC.gov

About this filing

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

BMRN$56.03-0.2%Stored close · as of Nov 6, 2026
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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 2025 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on February 26, 2026.

Meeting and Voting Information

DateJune 2, 2026Time11:30 a.m. (Pacific Time)LocationLive audio webcast at www.virtualshareholdermeeting.com/BMRN2026

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 124 below.

We intend to mail a Notice Regarding the Availability of Proxy Materials on or about April 21, 2026 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 21, 2026.

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 2027 Annual Meeting of Stockholders and “FOR” each of the other proposals.

102026 Proxy Statement
1Election of DirectorsWe are asking our stockholders to vote “FOR” each of the ten 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 18.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 experience, 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 33.
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 17.
2Ratification of the Selection of KPMG LLP as the Independent Registered Public Accounting Firm for BioMarin for the Year Ending December 31, 2026The 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, 2026 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 53.
2026 Proxy Statement11
3Advisory 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 58.
4Approval 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 107.
122026 Proxy Statement

Director Nominees

The following table provides summary information about each nominee for director as of April 7, 2026, each of whom is a continuing director. The term of directorship for Richard A. Meier, our Chair of the Board and Chair of the Transactions and Strategy Committee, will conclude at the Annual Meeting and the size of the Board will be automatically decreased from 11 to ten. The Board has appointed Ian T. Clark to succeed Mr. Meier as the Chair of the Board effective as of the Annual Meeting, subject to Mr. Clark’s election. The Board expects to review the composition of the committees following the Annual Meeting. See pages 18 to 27 for more information.

Name · Age · DirectorSince · Occupation · CommitteeMemberships
A · C · N · S · TS
Elizabeth McKee Anderson68July 2019Director, GSK PLC Director, Insmed, Inc.Director, Revolution Medicines, Inc.
Barbara W. Bodem58December 2023Director, Enovis Corp.Director, Option Care Health, Inc.
Ian T. Clark65August 2025Director, Takeda Pharmaceutical Company Limited(1) Director, Olema Pharmaceuticals, Inc.Director, Kyverna Therapeutics, Inc.Director, Corvus Pharmaceuticals, Inc.Director, Guardant Health, Inc.
Athena Countouriotis, M.D.54December 2023Co-founder, President, Chief Executive Officer and Chairperson, Avenzo Therapeutics Director, Iovance Biotherapeutics, Inc.Director, Passage Bio, Inc.
Willard Dere, M.D.72July 2016Professor Emeritus of Internal Medicine at the University of UtahChief Advisor to the CEO and Chief Medical Officer, Angitia BiopharmaceuticalsDirector, Seres Therapeutics, Inc.Director, Metagenomi, Inc.
Mark J. Enyedy62December 2023Former President and Chief Executive Officer of ImmunoGen, Inc.Director, Charles River Laboratories International, Inc.Director, Astellas Pharma Inc.
Alexander Hardy57December 2023President and Chief Executive Officer
Maykin Ho, Ph.D.73February 2021Director, Agios Pharmaceuticals, Inc.Director, Kyntra Bio, Inc.Director, Neumora Therapeutics, Inc.
Robert J. Hombach60September 2017Former Executive Vice President, CFO & COO, Baxalta Inc. Director, Embecta CorporationDirector, Henry Schein, Inc.(2)
Timothy P. Walbert59February 2025Former Chairman, President and Chief Executive Officer, Horizon Therapeutics Senior Advisor, AmgenDirector, Mirum Pharmaceuticals, Inc.Director, Century Therapeutics, Inc.Director, Sagimet Biosciences Inc.
A – Audit CommitteeN – Corporate Governance & Nominating CommitteeCommittee ChairFinancial Expert
C – Compensation CommitteeS – Science & Technology CommitteeMemberIndependent
TS – Transactions and Strategy Committee

(1)Mr. Clark will be retiring from the board of directors of Takeda Pharmaceutical Company Limited on June 24, 2026.

(2)Mr. Hombach will not be standing for re-election at the Annual Meeting of Stockholders of Henry Schein, Inc. to be held on May 21, 2026.

2026 Proxy Statement13

Director Nominee Dashboard

Below we provide a snapshot of our director nominees as of April 7, 2026, as well as highlights of our recent refreshment efforts.

Board Composition

Board ProfileIndependence
9 of 10directors are independent
4 Female•9 Independent•1 President and CEO
2 Underrepresented minorities
Age
63 yearsAverage Age
1 Born outside of U.S.•<65 years•65-70 years•>70 years

(1)Meets one or more of the diversity categories listed above.

Skills and Experience

Have Research & Development Expertise

Have Finance/Accounting/ Capital Markets Expertise

Have Business Development/Sales & Marketing Experience

Have Compensation/Corporate Governance Expertise

Have Industry Management Experience

Board Refreshment

•<5 years•5-10 years
Average Tenure Improvement(2)

6 of 10director nominees new to the Board since 2022

(2)2026 information is as of the Annual Meeting, based on assumption that all ten nominees are elected.

142026 Proxy Statement

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.

Our NEO Fiscal Year 2025 Pay

Performance-based compensation components, such as the annual cash incentive plan 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.

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).

(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 the totals equal 100%.

Performance-Based Achievement in 2025

2025 Short-Term 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 and entry into a definitive agreement to acquire 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
TargetResultTargetResultTargetResultTargetResult
$3,223M$3,221M$4.58$4.83100%175%100%75%

Overall Payout as a percentage of Target based on performance compared to pre-established criteria:130%

2026 Proxy Statement15

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
TargetResultTargetResultTargetResult
55th percentile35th percentile2023: 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%

(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 Plan Goals and Results” table set forth in the “Compensation Discussion and Analysis” section of this Proxy Statement 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 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 the “Compensation Discussion and Analysis” section of this Proxy Statement for additional information regarding such adjustments.

162026 Proxy Statement
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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.