DEF 14A of Biomarin Pharmaceutical Inc, Apr 9, 2024

DEF 14A of Biomarin Pharmaceutical Inc

Filed Apr 9, 2024 · FY20230001048477-24-000058

Open on EDGAR

  1. WHAT WE DON’T DO

    WHAT WE DON’T DO No repricing of underwater stock options without prior stockholder approval No excessive perquisites No guaranteed bonuses or base salary increases No tax gross-ups on severance or change in control benefits

  2. WHAT WE DON’T DO

    | 2024 Proxy Statement | 17 |

  3. WHAT WE DON’T DO

    | | | | 1 | Election of Directors Each of the 11 nominees for director listed below is currently a director of the Company and each has been recommended by the CGN Committee to the Board for re-election as our directors at the Annual Meeting, and the Board has approved such recommendations. Each of the nominees listed below was previously elected by the stockholders, except for Alexander Hardy who was appointed as CEO and a member of our Board effective December 1, 2023 and Barbara W. Bodem, Athena Countouriotis, M.D., and Mark J. Enyedy, who were appointed to the Board in December 2023 and nominated pursuant to the Cooperation Agreement. Mark J. Alles, Jean-Jacques Bienaimé, V. Bryan Lawlis, Ph.D., and Dennis J. Slamon, M.D., Ph.D. will not stand for re-election. Each director nominee to be elected and qualified will hold office until the next Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Vote Required Directors are elected by a plurality of the votes of the holders of shares present in person or represented by proxy and entitled to vote on the matter. The 11 nominees receiving the highest number of ”FOR” votes will be elected. | | Board Refreshment Our Board and committee refreshment and succession planning process is designed to enable the Board and each committee to be comprised of highly qualified directors, with the independence, skills, diversity and perspectives to effectively carry out the Board’s oversight of the Company. The CGN Committee in consultation with the Chair of the Board, regularly assesses the composition of the Board and its committees to evaluate its effectiveness and whether or not changes should be considered. As a result of this process, ten of our current 15 directors are new to the Board since January 2016, which brings us to approximately one new director refresh per year over the last decade. In addition, six of our 11 director nominees included in this Proxy Statement are new to the Board since January 2019. Specifically, in December 2023, we added three new independent directors to the Board: Ms. Bodem, Dr. Countouriotis, and Mr. Enyedy. They were appointed to the Board and nominated for re-election in this Proxy Statement following a full review conducted pursuant to the Company’s existing practices and policies for identifying and evaluating nominees and pursuant to the Cooperation Agreement. The CGN Committee and the Board believe that the deep industry experience, leadership expertise, and diverse skills of these nominees will help us determine how best to strengthen operational performance, enhance profitability, and create long-term value for our stockholders. Each of the CGN Committee and the Board has decided to recommend the nominees as of the date of this Proxy Statement, without taking into consideration any contractual obligation set forth in the Cooperation Agreement. | |

  4. WHAT WE DON’T DO

    | | The Board recommends a vote in favor of each nominee named in Proposal 1. |

  5. WHAT WE DON’T DO

    | 18 | 2024 Proxy Statement |

  6. WHAT WE DON’T DO

    Nominees for Director A brief biography of each nominee is set forth below, which includes information, as of March 15, 2024, regarding specific and particular experience, qualifications, attributes or skills of each nominee that led the CGN Committee and the Board to believe that the nominee should continue to serve on the Board.

  7. WHAT WE DON’T DO

    | | | | | Elizabeth McKee Anderson Director, GSK PLC Director, Insmed, Inc. Director, Revolution Medicines, Inc. Age: 66 Director Since: July 2019 | | Key Skills and Experience The Board has nominated Ms. Anderson for her extensive experience in managing large biotechnology and pharmaceutical organizations, compensation and corporate governance matters, finance and accounting, and sales and marketing of both biotechnology and pharmaceutical products. Professional Highlights Elizabeth McKee Anderson joined our Board in July 2019 and serves as Chair of the Compensation Committee. Ms. Anderson held various senior leadership positions at Johnson & Johnson from 2003 until her retirement in 2014. Prior to Johnson & Johnson, Ms. Anderson served as the Vice President and General Manager of Wyeth Lederle Vaccines, division of Wyeth, a pharmaceutical company, a role that she held from 1997 to 2002. Ms. Anderson also previously worked at Rhône-Poulenc Rorer and the American Red Cross. Ms. Anderson currently serves on the boards of GSK plc, Insmed Inc., and Revolution Medicines, Inc., all public biopharmaceutical companies. She served on the boards of Bavarian Nordic A/S, a public vaccines and biopharmaceuticals company, until August 2022 and Huntsworth PLC, a public healthcare and communications company until December 2019. Ms. Anderson also serves on the board of Aro Biotherapeutics Company, a private biopharmaceutical company. She is a member of the Board of Trustees of the Wistar Institute, a non-profit biomedical research organization and is the Principal of PureSight Advisory, LLC. Ms. Anderson holds a B.S. in Engineering from Rutgers University and an M.B.A. from Loyola University Maryland. | |

  8. WHAT WE DON’T DO

    | 2024 Proxy Statement | 19 |

  9. WHAT WE DON’T DO

    | | | | | Barbara W. Bodem Director, Enovis Corp. Director, Option Care Health, Inc. Age: 56 Director Since: December 2023 | | Key Skills and Experience The Board has nominated Ms. Bodem for her extensive experience on serving on the boards of biotechnology and pharmaceutical organizations as well as her financial and accounting expertise. Professional Highlights Barbara Bodem has served on our Board since December 2023. Ms. Bodem was interim Chief Financial Officer of Dentsply Sirona Inc., a public dental equipment and supplies manufacturing company, from April 2022 to October 2022. Prior to that, she served as Senior Vice President and Chief Financial Officer of Hill-Rom Holdings, Inc., a medical device and medical technology provider, from 2018 until its acquisition by Baxter International Inc. in 2021. Earlier in her career, she served as Senior Vice President of Finance of Mallinckrodt Pharmaceuticals, a pharmaceutical manufacturer, from 2015 to 2018. She previously served in senior finance roles at Hospira, Inc. and Eli Lilly and Company. Ms. Bodem currently serves on the boards of Enovis Corp., a public medical technology company, and Option Care Health, Inc., a public provider of home and alternate site infusion services. She also serves on the boards of BiomEdit LLC, a private animal health company, NorthStar Medical Radioisotopes, a radiopharmaceutical company and the non-profit Nature Conservancy of Indiana. In the past five years, Ms. Bodem served on the boards of Syneos Health, Inc., Turning Point Therapeutics, Inc., and Invacare Corporation. She holds a B.S. in Finance and an M.B.A from Indiana University. | |

  10. WHAT WE DON’T DO

    | 20 | 2024 Proxy Statement |

  11. WHAT WE DON’T DO

    | | | | | Athena Countouriotis, M.D. Co-founder, President, Chief Executive Officer and Chairperson, Avenzo Therapeutics Director, Iovance Biotherapeutics, Inc. Director, Passage Bio, Inc. Age: 52 Director Since: December 2023 | | Key Skills and Experience The Board has nominated Dr. Countouriotis for her extensive experience in managing biotechnology, pharmaceutical and clinical organizations, as well as her expertise in research and clinical development. Professional Highlights Athena Countouriotis, M.D. joined our Board in December 2023. Dr. Countouriotis is co-founder, President, Chief Executive Officer and Chairperson of Avenzo Therapeutics, Inc., a private biotechnology company, since October 2022. Prior to that, she served as President and Chief Executive Officer of Turning Point Therapeutics, Inc., an oncology company, from May 2018 to August 2022, leading the company through its initial public offering and eventual acquisition by Bristol Myers Squibb. Dr. Countouriotis previously held the role of Senior Vice President and Chief Medical Officer of Adverum Biotechnologies, Inc., a clinical stage gene therapy organization, from June 2017 to May 2018, and before that served as Senior Vice President, Chief Medical Officer of Halozyme Therapeutics, Inc., a public biotechnology company, from January 2015 to May 2017. Dr. Countouriotis also served as Chief Medical Officer of Ambit Biosciences Corporation, a biopharmaceutical company, from February 2012 until its acquisition by Daiichi Sankyo Company in November 2014. Earlier in her career, Dr. Countouriotis led various clinical development organizations within Pfizer Inc. and Bristol-Myers Squibb Company. Dr. Countouriotis currently serves on the board of directors of Iovance Biotherapeutics, Inc., a public oncology therapeutics company, Passage Bio, Inc., a public gene therapy company, Recludix Pharma, Inc., a private oncology therapeutics company, Leal Therapeutics, Inc., a private central nervous system diseases company, and Capstan Therapeutics, Inc, a private cell therapy company. Dr. Countouriotis previously served on the board of directors of Cardiff Oncology, Inc. (previously known as Trovagene, Inc.), a public oncology therapeutics company, from September 2017 to January 2020. She holds a B.S. in Physiology from the University of California, Los Angeles, and an M.D. from Tufts University School of Medicine. | |

  12. WHAT WE DON’T DO

    | 2024 Proxy Statement | 21 |

  13. WHAT WE DON’T DO

    | | | | | Willard Dere, M.D. Professor Emeritus of Internal Medicine at the University of Utah Chief Medical Officer and Chief Advisor to the CEO, Angitia Biopharmaceuticals (Part-Time) Director, Mersana Therapeutics, Inc. Director, Seres Therapeutics, Inc. Director, Metagenomi, Inc. Age: 70 Director Since: July 2016 | | Key Skills and Experience The Board has nominated Dr. Dere for his extensive experience in managing biotechnology and pharmaceutical organizations, clinical trial research as well as research and development in translating basic science discoveries into new clinical therapies and novel drug strategies. Professional Highlights Willard Dere, M.D. joined our Board in July 2016 and serves as Chair of the Science and Technology Committee. He is currently Professor Emeritus of Internal Medicine at the University of Utah and Chief Medical Officer and Chief Advisor to the Chief Executive Officer (part-time) at Angitia Biopharmaceuticals, a private biopharmaceutical company. Dr. Dere served as Professor of Internal Medicine and the B. Lue and Hope S. Bettilyon Presidential Endowed Chair in Internal Medicine for Diabetes Research, Co-Director of the Utah Clinical and Translational Science Institute, Co-Director of the Center for Genomic Medicine, and the Associate Vice President for Research at the University of Utah Health Sciences Center from November 2014 to June 2022. Prior to returning to academia in November 2014, Dr. Dere worked in the biopharmaceutical industry for 25 years, holding multiple roles at Amgen, Inc. and Eli Lilly and Company, both public biopharmaceutical companies. Dr. Dere currently serves on the boards of Mersana Therapeutics, Inc., Seres Therapeutics, Inc., and Metagenomi, Inc., all public biopharmaceutical companies. Dr. Dere served on the board of Ocera Therapeutics, Inc., a public biopharmaceutical company, until its acquisition by Mallinckrodt PLC in December 2017, and Radius Health, Inc., a public biopharmaceutical company, until its acquisition by a private equity firm in August 2022. Dr. Dere also serves on the external advisory board of the Utah Clinical and Translational Science Institute. Since 2014, Dr. Dere has served on the Grants Working Group of the California Institute of Regenerative Medicine. Dr. Dere holds a B.A. and an M.D. from the University of California, Davis, and trained in Internal Medicine at the University of Utah and Endocrinology/Metabolism at the University of California at San Francisco. | |

  14. WHAT WE DON’T DO

    | 22 | 2024 Proxy Statement |

  15. WHAT WE DON’T DO

    | | | | | Mark J. Enyedy Former President and Chief Executive Officer of ImmunoGen, Inc. Age: 60 Director Since: December 2023 | | Key Skills and Experience The Board has nominated Mr. Enyedy for his extensive experience in general management, business development and legal experience in the biotechnology industry. Professional Highlights Mark J. Enyedy has served on our Board since December 2023. Mr. Enyedy served as the President and Chief Executive Officer of ImmunoGen, Inc., a public biotechnology company, from May 2016 until February 2024, when ImmunoGen, Inc. was acquired by AbbVie Inc. Mr. Enyedy joined ImmunoGen from Shire plc, a pharmaceutical company, where he served in various executive capacities from August 2013 to May 2016, including as Executive Vice President and Head of Corporate Development from May 2014 to May 2016. Prior to that, he served as Chief Executive Officer and a director of Proteostasis Therapeutics, Inc., a biopharmaceutical company, from September 2011 to August 2013. Prior to joining Proteostasis, he served for 15 years at Genzyme Corporation, a biopharmaceutical company. Before joining Genzyme Corporation, Mr. Enyedy was an Associate with the Boston law firm Palmer & Dodge. Within the past five years, he served as a director of Ergomed plc, LogicBio Therapeutics, Inc., Akebia Therapeutics, Inc., Fate Therapeutics, Inc., and Keryx Biopharmaceuticals, Inc. Mr. Enyedy also served on the boards of The American Cancer Society of Eastern New England, and The Biotechnology Innovation Organization. He holds a B.S. from Northeastern University and a J.D. from Harvard Law School. | |

  16. WHAT WE DON’T DO

    | 2024 Proxy Statement | 23 |

  17. WHAT WE DON’T DO

    | | | | | Alexander Hardy President and Chief Executive Officer Age: 55 Director Since: December 2023 | | Key Skills and Experience The Board has nominated Mr. Hardy for his extensive experience in the global biopharmaceutical industry, including management of biotechnology organizations, business development, leadership expertise, and sales and marketing of both biotechnology and pharmaceutical products. Professional Highlights Alexander Hardy has served as our President and Chief Executive Officer and a member of our Board since December 2023. Mr. Hardy has more than 30 years in the global pharmaceutical industry. Prior to BioMarin, he spent nearly 20 years at Genentech, Inc. and Roche, most recently serving as Chief Executive Officer of Genentech, Inc. since May 2019. At Roche, Mr. Hardy previously served as Head of Global Product Strategy from August 2016 to March 2019, and as Head, Asia Pacific, Roche Pharma, from May 2014 through August 2016. Before that, Mr. Hardy served in various leadership roles at Genentech, Inc. (prior to its acquisition by Roche) and Novartis. He currently serves on the board of directors for the Pharmaceutical Research and Manufacturers of America (PhRMA). Mr. Hardy holds a B.A. in Land Economy from the University of Cambridge and an M.B.A. from the University of Michigan's Ross School of Business. | |

  18. WHAT WE DON’T DO

    | 24 | 2024 Proxy Statement |

  19. WHAT WE DON’T DO

    | | | | | Elaine J. Heron, Ph.D. Director, Vaxart, Inc. Director, Visgenx, Inc. Director, Watershed Medical, Inc. Director, BlueWhale Bio, Inc. Age: 76 Director Since: July 2002 | | Key Skills and Experience The Board has nominated Dr. Heron for her extensive experience in life science sales and marketing, finance and accounting, corporate governance matters and research and development. Professional Highlights Elaine J. Heron, Ph.D. joined our Board in July 2002. From February 2009 to October 2015, Dr. Heron served as Chair and CEO of Amplyx Pharmaceuticals, Inc., a private drug development company acquired by Pfizer, Inc. in April 2021. Dr. Heron currently serves on the boards of Vaxart, Inc., a public clinical-stage biotechnology company, Visgenx, Inc., a private early-stage therapeutics company, Watershed Medical, Inc., a private early-stage therapeutics company, and BlueWhale Bio, Inc., a private preclinical biotechnology company. Dr. Heron is also an advisor to Kyto Technology and Life Science, Inc. (OTCQB:KBPH) and Cairn Biosciences, Inc. From July 2001 to October 2008, Dr. Heron was Chair and CEO of Labcyte Inc., a private biotechnology company. Before joining Labcyte Inc., Dr. Heron spent six years in positions of increasing responsibility at the Applied Biosystems Group of Applera Corporation, a biotechnology company, including the position of General Manager and Vice President of Sales and Marketing. Dr. Heron earned a B.S. in chemistry with highest distinction and a Ph.D. in analytical biochemistry from Purdue University and an M.B.A. from Pepperdine University. | |

  20. WHAT WE DON’T DO

    | 2024 Proxy Statement | 25 |

  21. WHAT WE DON’T DO

    | | | | | Maykin Ho, Ph.D. Director, Agios Pharmaceuticals Inc. Director, FibroGen, Inc. Director, Neumora Therapeutics, Inc. Director, Parexel Age: 71 Director Since: February 2021 | | Key Skills and Experience The Board has nominated Dr. Ho for her extensive experience in healthcare investment research, finance, and analysis of science and biotechnology. Professional Highlights Maykin Ho, Ph.D. joined our Board in February 2021. Dr. Ho has been a venture partner of Qiming Venture Partners, a venture capital firm in China and Hong Kong, since July 2015 and is a member of the Biotech Advisory Panel of the Stock Exchange of Hong Kong. Dr. Ho is a retired partner of the Goldman Sachs Group, where she held various positions from July 1992 to February 2015, including as senior biotechnology analyst, co-head of Global Healthcare Investment Research, and advisory director for Healthcare Investment Banking. Prior to Goldman Sachs, Dr. Ho held various managerial positions in licensing, strategic planning, marketing and research at DuPont-Merck Pharmaceuticals and DuPont de Nemours & Company. Dr. Ho currently serves on the boards of Agios Pharmaceuticals Inc., FibroGen, Inc., and Neumora Therapeutics, Inc., all public biopharmaceutical companies. She also serves on the boards of Parexel, a private biopharmaceutical services company, the Aaron Diamond AIDS Research Center at Columbia University and the Institute for Protein Innovation founded by Dr. Timothy Springer of Harvard University. Dr. Ho was previously a member of the board of directors of Grail, Inc., a private cancer detection company that was acquired by Illumina in August 2021. Dr. Ho was a postdoctoral fellow at Harvard Medical School and a graduate of the Advanced Management Program at The Fuqua School of Business, Duke University. Dr. Ho holds a Ph.D. in Microbiology and Immunology and a B.S. from the State University of New York, Downstate Medical Center. | |

  22. WHAT WE DON’T DO

    | 26 | 2024 Proxy Statement |

  23. WHAT WE DON’T DO

    | | | | | Robert J. Hombach Former Executive Vice President, CFO & COO, Baxalta Inc. Director, Embecta Corporation Age: 58 Director Since: September 2017 | | Key Skills and Experience The Board has nominated Mr. Hombach for his extensive experience in finance and accounting, capital markets and managing large biotechnology and pharmaceutical organizations. Professional Highlights Robert J. Hombach joined our Board in September 2017 and currently serves as Chair of the Audit Committee. Mr. Hombach served as Executive Vice President, Chief Financial Officer and Chief Operations Officer of Baxalta Inc., a public biopharmaceutical company, until it was acquired by Shire plc, in June 2016. Baxalta was spun off from its parent, Baxter International Inc., a public pharmaceutical company, in July 2015, where Mr. Hombach served as Vice President and Chief Financial Officer from June 2010 until the Baxalta spin-off. Mr. Hombach also served as Treasurer of Baxter from 2007 to 2011 and was Vice President of Finance, Europe, Middle East, and Africa from 2004 to 2007. Prior to this, Mr. Hombach served in a number of finance positions of increasing responsibility in the corporate planning, manufacturing, operations and treasury areas at Baxter. Mr. Hombach currently serves on the board of Embecta Corporation, a public diabetes company. Previously, Mr. Hombach served on the boards of Aptinyx Inc., a public biotechnology company, from May 2018 to June 2023, CarMax, Inc., a public company, from April 2018 to June 2022, and Naurex, Inc., a private pharmaceutical company acquired by Allergan in August 2015. Mr. Hombach holds an M.B.A. from Northwestern University’s J.L. Kellogg Graduate School of Management and a B.S. in Finance cum laude from the University of Colorado. | |

  24. WHAT WE DON’T DO

    | 2024 Proxy Statement | 27 |

  25. WHAT WE DON’T DO

    | | | | | Richard A. Meier Chair of the Board Supervisory Board Member, Syntellix AG Age: 64 Director Since: December 2006 | | Key Skills and Experience The Board has nominated Mr. Meier for his extensive experience in finance and accounting, capital markets, managing large organizations in the healthcare field and information technology. Professional Highlights Richard A. Meier has served as the Chair of our Board since December 2023 and a director since December 2006. Before becoming the Chair of our Board, he served as our Lead Independent Director from June 2015 to November 2023. Mr. Meier served as President and Chief Executive Officer and a member of the board of Rockley Photonics Holdings Ltd., a public medical technology company(1), from December 2022 to May 2023 and as President and Chief Financial Officer from October 2022 to December 2022. Prior to Rockley, Mr. Meier was Executive Vice President and Chief Financial Officer of Intersect ENT, Inc., a public medical technology company, a position he held from November 2019 through June 2022 when it was acquired by Medtronic. Mr. Meier served as Executive Vice President and Chief Financial Officer of Owens & Minor, Inc., a global healthcare services company, from March 2013 to July 2015. In July 2015, he took on the added role of President-International, a position he held until July 2018. Mr. Meier was an Executive Vice President and Chief Financial Officer at TeleFlex Incorporated, a global medical device company, from January 2010 through March 2012. Earlier in his career, Mr. Meier served as President and Chief Operating Officer of Advanced Medical Optics, Inc., a global ophthalmic medical device company, that was acquired by Abbott Laboratories in February 2009. Throughout his time at Advanced Medical Optics, Mr. Meier served as Chief Financial Officer, while also serving in a number of additional senior operating roles. Mr. Meier was the Executive Vice President and Chief Financial Officer of Bausch Health Companies Inc. (BHC) (formerly Valeant Pharmaceuticals, Inc. and ICN Pharmaceuticals, Inc.), from October 1999 to April 2002, and Senior Vice President & Treasurer from May 1998 to October 1999. Prior to these roles in the healthcare industry, Mr. Meier was an executive with the investment banking firm of Schroder & Co. Inc. in New York. Prior to Mr. Meier’s experience at Schroder & Co., he held various financial and banking positions at Salomon Smith Barney, Manufacturers Hanover Corporation, Australian Capital Equity, and Greyhound Lines, Inc. Mr. Meier is a member of the Supervisory Board of Syntellix AG, a private medical technology company, and he was a director of Staar Surgical Inc., a public ophthalmic medical device company, from June 2009 to June 2016, where he also served on the Governance, Compensation, and Audit Committees. Mr. Meier holds a B.A. in Economics from Princeton University. | |

  26. WHAT WE DON’T DO

    (1)In January of 2023, Rockley filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code. In March 2023, the Bankruptcy Court approved Rockley’s Prepackaged Plan of Reorganization, and the company emerged from bankruptcy as a private company.

  27. WHAT WE DON’T DO

    | 28 | 2024 Proxy Statement |

  28. WHAT WE DON’T DO

    | | | | | David E.I. Pyott, M.D. (Hon.) Director, Alynlam Pharmaceuticals, Inc. Director, Pliant Therapeutics, Inc. Supervisory Board Member, Royal Philips in the Netherlands Age: 70 Director Since: January 2016 | | Key Skills and Experience The Board has nominated Dr. Pyott for his extensive experience in managing global multi-specialty healthcare companies, sales and marketing of both biotechnology and pharmaceutical products, research and development, international regulatory requirements and business development in the pharmaceutical and biotechnology industry. Professional Highlights David E.I. Pyott, M.D. (Hon.), joined our Board in January 2016. Dr. Pyott served as Chief Executive Officer of Allergan, Inc., a global pharmaceutical company, from 1998 to March 2015. Prior to Allergan, Dr. Pyott served as the Head of the Novartis Nutrition Division and a member of the Executive Committee of Novartis AG, a global healthcare company. Dr. Pyott currently serves on the boards of Alnylam Pharmaceuticals, Inc. and Pliant Therapeutics, Inc., both public biopharmaceutical companies, and is a member of the Supervisory Board of Royal Philips in the Netherlands, a public diversified medical technology company. He is Chairman of the Governing Board of the London Business School, a member of the Board of Trustees of the California Institute of Technology and a Vice-President of the Ophthalmology Foundation. Dr. Pyott served as Lead Director at Avery Dennison Corporation, a public global labeling and packaging materials company until April 2020. Dr. Pyott holds a Diploma in International and European Law from the Europa Institute at the University of Amsterdam, an Honorary Degree in Medicine and an M.A. degree from the University of Edinburgh, and an M.B.A. degree from the London Business School. | |

  29. WHAT WE DON’T DO

    | 2024 Proxy Statement | 29 |

  30. WHAT WE DON’T DO

    Director Nominee Skills and Experience We examine the experience and expertise of our Board as a whole to ensure alignment between the abilities and expertise of our Board and our strategic priorities and long-range plan, emphasizing, among other things, skills and experience in leadership of large, complex organizations, particularly in related industries; sales and marketing of biotechnology and pharmaceutical products; manufacturing of biotechnology and small molecule drug products; research and development of drug products, including managing and conducting clinical trials and the drug regulatory approval processes; medicine; finance; accounting; capital markets; business development; intellectual property; and information technology. All of our director nominees exhibit high integrity, sound business judgment, innovative thinking, collegiality and a knowledge of corporate governance requirements and practices, and our director nominees as a whole bring a balance of relevant skills and experience to our boardroom, including those listed below:

  31. WHAT WE DON’T DO

    | Directors | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Research & Development | | | | | | | | | | | | 4/11 | | | Management of Biotechnology and Pharmaceutical Organizations | | | | | | | | | | | | 11/11 | | | Clinical Trial Research | | | | | | | | | | | | 3/11 | | | U.S. & International Drug Regulatory Processes | | | | | | | | | | | | 4/11 | | | Compensation / Corporate Governance Matters | | | | | | | | | | | | 6/11 | | | Finance / Accounting / Capital Markets | | | | | | | | | | | | 8/11 | | | Manufacturing of Biotechnology & Small Molecule Drug Products | | | | | | | | | | | | 2/11 | | | Business Development / Sales & Marketing | | | | | | | | | | | | 10/11 |

  32. WHAT WE DON’T DO

    | 30 | 2024 Proxy Statement |

  33. WHAT WE DON’T DO

    Board Diversity We are committed to diversity across all aspects of our organization, including with respect to identifying, evaluating and nominating directors. In September 2018, the Board formalized its long-standing practice of considering women and minority candidates for open director positions by amending the Corporate Governance Principles to require that: •the Board consider the diversity of specific skills and characteristics (including, without limitation, areas of expertise, race, ethnicity and gender) necessary for the optimal functioning of the Board over both the short and long term; and •the CGN Committee, and any search firm that it engages, include women and minority candidates in the pool from which the Board selects candidates for director.

  34. 2023 Independent Director Compensation

    2023 Independent Director Compensation

  35. 2023 Independent Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Mark J. Alles | 98,500 | 385,438 | 483,938 | | Elizabeth McKee Anderson | 95,000 | 385,438 | 480,438 | | Barbara W. Bodem | — | 213,378 | 213,378 | | Athena Countouriotis, M.D. | — | 213,378 | 213,378 | | Willard Dere, M.D. | 95,000 | 385,438 | 480,438 | | Mark J. Enyedy | — | 213,378 | 213,378 | | Elaine J. Heron, Ph.D. | 101,000 | 385,438 | 486,438 | | Maykin Ho, Ph.D. | 88,500 | 385,438 | 473,938 | | Robert J. Hombach | 101,500 | 385,438 | 486,938 | | V. Bryan Lawlis, Ph.D. | 85,000 | 385,438 | 470,438 | | Richard A. Meier | 130,000 | 385,438 | 515,438 | | David E.I. Pyott, M.D. (Hon.) | 85,000 | 385,438 | 470,438 | | Dennis J. Slamon, M.D., Ph.D. | 75,000 | 385,438 | 460,438 |

  36. 2023 Independent Director Compensation

    (1)The amounts in this column represent director fees earned in 2023. Director fees are generally paid quarterly in arrears within four weeks after the close of a quarter. Accordingly, director fees earned in the fourth quarter of 2023 were paid in early 2024. Ms. Bodem, Dr. Countouriotis, and Mr. Enyedy joined the Board on December 27, 2023 and therefore did not receive any director fees in 2023. (2)The amounts in this column reflect the aggregate grant date fair value computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (FASB ASC) Topic 718. The grant date fair value of the annual RSU grants made on May 23, 2023 to all directors other than Ms. Bodem, Dr. Countouriotis, and Mr. Enyedy was $91.99 per share. Each of Ms. Bodem, Dr. Countouriotis, and Mr. Enyedy received pro-rated new director RSU grants valued at $200,000 on December 27, 2023. The grant date fair value of the pro-rated new director RSU grants made on December 27, 2023 to Ms. Bodem, Dr. Countouriotis, and Mr. Enyedy was $97.88 per share. The aggregate number of shares subject to RSU awards held by the Independent Directors listed in the table above as of December 31, 2023 was as follows:

  37. 2023 Independent Director Compensation

    | Name | RSU Awards | | Mark J. Alles | 4,190 | | Elizabeth McKee Anderson | 4,190 | | Barbara W. Bodem | 2,180 | | Athena Countouriotis, M.D. | 2,180 | | Willard Dere, M.D. | 4,190 | | Mark J. Enyedy | 2,180 | | Elaine J. Heron, Ph.D. | 4,190 | | Maykin Ho, Ph.D. | 4,190 | | Robert J. Hombach | 4,190 | | V. Bryan Lawlis, Ph.D. | 4,190 | | Richard A. Meier | 4,190 | | David E.I. Pyott, M.D. (Hon.) | 4,190 | | Dennis J. Slamon, M.D., Ph.D. | 4,190 |

  38. 2023 Independent Director Compensation

    In September 2017, the Board modified the annual equity grant to be awarded in RSUs only, eliminating the stock option component. Accordingly, no stock options were granted to directors during 2023. The aggregate number of shares subject to stock option awards (from stock option grants made prior to September 2017) held by the Independent Directors listed in the table above as of December 31, 2023 was as follows:

  39. 2023 Independent Director Compensation

    | Name | Stock Option Awards | | Mark J. Alles | —(3) | | Elizabeth McKee Anderson | —(3) | | Barbara W. Bodem | —(3) | | Athena Countouriotis, M.D. | —(3) | | Willard Dere, M.D. | 14,790 | | Mark J. Enyedy | —(3) | | Elaine J. Heron, Ph.D. | 17,697 | | Maykin Ho, Ph.D. | —(3) | | Robert J. Hombach | —(3) | | V. Bryan Lawlis, Ph.D. | 19,250 | | Richard A. Meier | 19,250 | | David E.I. Pyott, M.D. (Hon.) | 13,230 | | Dennis J. Slamon, M.D., Ph.D. | 24,300 |

  40. 2023 Independent Director Compensation

    (3)Mr. Alles, Ms. Anderson, Ms. Bodem, Dr. Countouriotis, Mr. Enyedy, Dr. Ho, and Mr. Hombach joined the Board after September 2017, when we stopped providing options awards to Independent Directors, so all of their equity awards have been made in RSUs and they have not been granted any stock options.

  41. 2023 Independent Director Compensation

    | 2024 Proxy Statement | 53 |

  42. 2023 Independent Director Compensation

    | | | | | | 2 | Ratification of the Selection of the Independent Registered Public Accounting Firm for BioMarin The Audit Committee has selected KPMG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 and has further directed that management submit the selection of the independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. KPMG has served as our independent registered public accounting firm since June 11, 2002. Representatives of KPMG plan to attend the Annual Meeting and will be available to answer appropriate questions from stockholders and, although they do not expect to do so, they will have the opportunity to make a statement if they so desire. Neither the Company’s Bylaws nor other governing documents or law require stockholder ratification of the selection of KPMG as the Company’s independent registered public accounting firm. However, the Board is submitting the selection of KPMG to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain KPMG. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interest of the Company and its stockholders. Independent Registered Public Accounting Firm The following is a summary of the fees and services provided by KPMG to the Company for fiscal years 2023 and 2022. | | | | | Description of Services Provided by KPMG LLP | Year Ended December 31, 2023 | Year Ended December 31, 2022 | | | Audit Fees(1): | $2,874,474 | $2,275,166 | | | Tax Fees(2): | $33,811 | $27,612 | | | All Other Fees(3): | $63,988 | $96,423 | | | Total Fees: | $2,972,273 | $2,399,202 | | | (1)Includes fees for non-routine transactions. (2)Reflects fees for tax consulting. (3)Reflects fees for assurance services not reasonably related to the performance of the audit or review the Company’s financial statements. The Audit Committee has the sole authority to approve the scope of the audit and any audit related services as well as all audit fees and terms. The Audit Committee must pre-approve any audit and non-audit services provided by our independent registered public accounting firm. The Audit Committee will not approve the engagement of the independent registered public accounting firm to perform any services that the independent registered public accounting firm would be prohibited from providing under applicable securities laws, Nasdaq requirements or Public Company Accounting Oversight Board (PCAOB) rules. In assessing whether to approve the use of our independent registered public accounting firm to provide permitted non-audit services, the Audit Committee strives to minimize relationships that could appear to impair the objectivity of our independent registered public accounting firm. The Audit Committee will approve permitted non-audit services by our independent registered public accounting firm only when it will be more effective or economical to have such services provided by our independent registered public accounting firm than by another firm. | | |

  43. 2023 Independent Director Compensation

    | 54 | 2024 Proxy Statement |

  44. 2023 Independent Director Compensation

    | Proposal 2 Ratification of the Selection of the Independent Registered Public Accounting Firm for BioMarin |

  45. 2023 Independent Director Compensation

    | | The Audit Committee annually reviews and pre-approves the statutory audit fees that can be provided to the independent registered public accounting firm. Any proposed services exceeding pre-set levels or amounts requires separate pre-approval by the Audit Committee, although our CFO and Chief Accounting Officer can approve up to an additional $100,000 in the aggregate for global statutory audits. In addition, any pre-approved services for which no pre-approved cost level has been set or which would exceed the pre-approved cost by an amount that would cause the aggregate $100,000 amount to be exceeded must be separately pre-approved by the Audit Committee. The Audit Committee has delegated pre-approval authority to the Chair of the Audit Committee within the guidelines discussed above. The Chair of the Audit Committee is required to inform the Audit Committee of each pre-approval decision at the next regularly scheduled Audit Committee meeting. All the services provided by KPMG during 2023 were pre-approved in accordance with this policy. | | | The Board recommends a vote in favor of Proposal 2. |

  46. 2023 Independent Director Compensation

    Report of the Audit Committee of the Board(1) The Audit Committee has reviewed and discussed the audited financial statements of the Company with management of the Company. In addition, the Audit Committee has discussed with KPMG the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the PCAOB. The Audit Committee has received from KPMG the written disclosures and the letter required by applicable requirements of the PCAOB regarding KPMG’s communications with the Audit Committee concerning independence and has discussed with KPMG the independence of KPMG from the Company and its management. Based on the foregoing, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2023. Respectfully submitted on March 4, 2024 by the members of the Audit Committee of the Board: Robert J. Hombach, Chair

  47. Compensation Objectives and Philosophy

    | Market Competitiveness and Retention | + | Alignment with Business Strategy and Goals | + | Balance Between Short- and Long-Term Perspectives | + | Pay-For-Performance | + | Stockholder Alignment | | Provide total compensation levels and compensation elements that are competitive with companies with which we compete for talent and appropriate to NEO background and experience | | Incentivize our executives to execute our corporate strategy and achieve short-term and long-term goals | | Balance 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 | | Reward executives for exceptional corporate and individual performance | | Closely align the interests of executive officers with those of our stockholders |

  48. Compensation for CEO and Former CEO(2)

    Compensation for CEO and Former CEO(2) Mr. Hardy was not eligible to participate in the 2023 annual cash incentive plan and was not granted any performance-based equity awards for 2023 as he was appointed as our CEO effective December 1, 2023. However, for 2024, approximately 96% of Mr. Hardy’s 2024 target compensation is variable and at-risk and approximately 59% of his total 2024 target compensation is performance-based. In addition, to further align Mr. Hardy’s compensation with stockholder experience, 60% of the performance-based RSUs granted to Mr. Hardy in 2024 are based on relative total shareholder return (as opposed to 50% of performance-based RSUs granted to Mr. Bienaimé in 2023). With respect to Mr. Bienaimé, our former CEO, approximately 91% of Mr. Bienaimé’s total 2023 target compensation was variable and at-risk and 51% of his total 2023 target compensation was performance-based. See the “Compensation Related to Leadership Transition” section of this CD&A for additional information.

  49. Short-Term Annual Cash Incentive(3)

    Short-Term Annual Cash Incentive(3) At the beginning of 2023, the Compensation Committee established goals under the annual cash incentive plan.

  50. Short-Term Annual Cash Incentive(3)

    | FINANCIAL GOALS | The Compensation Committee established annual cash incentive plan targets for Managed Sales Revenue and Non-GAAP Income. These goals were considered rigorous, aggressive and challenging, attainable only with strong performance, and took into account the relevant opportunities and risks. The financial goal target levels used for the 2023 program were higher than the 2022 results, demonstrating the Compensation Committee’s commitment to challenge management to excel and focusing senior leadership on achieving profitability. •Managed Sales Revenue: Goal was set at $2,278 million, which is 19% higher than 2022 results of $1,914 million •Non-GAAP Income: Goal was set at $371 million, which is 27% higher than 2022 results of $291 million(4). See the “Annual Cash Incentive” section of this CD&A for additional information. | | DEVELOPMENTAL GOALS | Near-term value drivers (35%) included: •regulatory process approval advances and regulatory approval in multiple markets. Mid-term value drivers (15%) included: •preclinical and clinical milestones and preclinical and clinical development program decision-making. Long-term value drivers (10%) included: •value-creating activities, such as strategic collaborations and business development transactions, lifecycle management activities, and initiation of investigational new drug application (IND)-enabling studies. We had very strong performance achievement on the near-term value drivers, a significant factor in the payout determination. See the “Annual Cash Incentive” section of this CD&A for additional information. |

  51. Short-Term Annual Cash Incentive(3)

    (1)For details regarding each key aspect of 2023 executive compensation, see the applicable discussion below in this CD&A. (2)Each percentage (except for those relating to 2024) 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. For Mr. Bienaimé, the percentage calculation includes the aggregate incremental fair value of his equity awards that continue to vest as computed in accordance with FASB ASC Topic 718. See “Compensation Related to Leadership Transition” section of this CD&A and the “Summary Compensation Table” in this Proxy Statement for additional information. For Mr. Hardy, each percentage is calculated based on target achievement. (3)As Mr. Hardy was appointed as our CEO effective December 1, 2023, he was not eligible to participate in the 2023 annual cash incentive plan. See the “Compensation Related to Leadership Transition” section of this CD&A for additional information.

  52. Short-Term Annual Cash Incentive(3)

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  53. Short-Term Annual Cash Incentive(3)

    (4)The 2022 Non-GAAP Income result above has been calculated consistent with the Non-GAAP Income methodology that has been used by the Company since the first quarter of 2023 and such calculation is available in the “Events & Presentations” subsection of the “Investor” section on our website at www.biomarin.com. Information on our website is NOT incorporated by reference into this Proxy Statement. See footnote (2) to “2023 Program Goals and Results” table set forth in this CD&A for the definition of Non-GAAP Income used since the first quarter of 2023.

  54. 2023 Long-Term Incentive Equity

    2023 Long-Term Incentive Equity

  55. Former CEO Equity Grant Mix(1)

    Former CEO Equity Grant Mix(1)

  56. Other NEOs’ Equity Grant Mix(2)

    Other NEOs’ Equity Grant Mix(2)

  57. Other NEOs’ Equity Grant Mix(2)

    | PERFORMANCE-BASED RSUs In 2023, 60% of our former CEO’s and 50% of our other NEOs’ target long-term incentive equity grant was in the form of performance-based RSUs. The performance-based RSUs are based on the following metrics, all measured over a three-year performance period and will vest, if at all, at the end of the performance period subject to continued service: •50% on relative total shareholder return •25% on strategic corporate goals •25% on core operating margin This enhances the strong link between pay and performance for our NEOs and the alignment of their interests with those of BioMarin and its stockholders. In 2023, the financial performance metric used for the performance-based RSUs was core operating margin, which replaced Non-GAAP Income used for performance-based RSUs prior to 2022 and eliminated any overlap with the metric used in the annual cash incentive plan. See the “Equity Compensation” section of this CD&A for additional information. | SERVICE-BASED RSUs AND STOCK OPTIONS The other 40% of our former CEO’s long-term incentive equity grant was allocated 15% to stock options and 25% to service-based RSUs, both of which vest over a period of three years. The other 50% of our other NEOs’ long-term incentive equity grant was split equally between stock options (25%) and service-based RSUs (25%), both of which vest over a period of four years. See the “Equity Compensation” section of this CD&A for additional information. |

  58. Other NEOs’ Equity Grant Mix(2)

    (1)Mr. Hardy was appointed as CEO effective December 1, 2023. See the “Compensation Related to Leadership Transition” section of this CD&A for additional information. The statistics set forth for 2023 equity award grants above exclude grants made to Mr. Hardy in connection with his appointment. (2)The Company awarded each of Dr. Fuchs and Dr. Guyer a special retention grant of service-based RSUs in December 2023 valued at $1.5 million and $1.0 million, respectively, in each case before conversion to a number of RSUs (the Retention Grants). The Compensation Committee made the Retention Grants to Dr. Fuchs and Dr. Guyer in connection with the CEO transition, and to incentivize them to remain with the Company to support key, upcoming research and development initiatives. The Retention Grants vest in full 15 months after the grant date, subject to their continued service on the vesting date. The statistics set forth above for the Other NEOs’ 2023 equity award grants exclude the Retention Grants.

  59. Other NEOs’ Equity Grant Mix(2)

    | 2024 Proxy Statement | 65 |

  60. 2023 Achievement and Performance Alignment

    2023 Achievement and Performance Alignment We delivered high achievement on our financial and development corporate goals in 2023, resulting in an above-target payout under our short-term Annual Incentive Plan based on our pre-established performance criteria. However, as shown below, the Compensation Committee exercised negative discretion to payout the Annual Incentive Plan for Mr. Bienaimé and his direct reports at a range of 95% to 105% of target based upon individual performance, even though the overall program funding was 115%. This was in recognition of the recent experience of our stockholders and the adjusted net product revenue guidance for ROCTAVIAN, which was partially mitigated by the significant VOXZOGO revenue growth. The Compensation Committee set the 2023 program financial goal targets at a level that it considered rigorous, aggressive and challenging, attainable only with strong performance, and that took into account the relevant opportunities and risks. The financial goal target levels used for the 2023 program were higher than the 2022 results, demonstrating the Compensation Committee’s commitment to challenge management to excel and focusing senior leadership on achieving profitability. Specifically, (i) the Managed Sales Revenue goal was set at $2,278 million, which is 19% higher than 2022 results of $1,914 million, and (ii) the Non-GAAP Income goal was set at $371 million, which is 27% higher than 2022 results of $291 million(1). With respect to development goals (e.g., goals related to clinical and preclinical programs), the Compensation Committee establishes the target levels for each of the goals to be reasonable “stretch” goals, with a maximum payout only in the event of superior performance. See the “Annual Cash Incentive” section of this CD&A for additional information.

  61. 2023 Achievement and Performance Alignment

    | 2023 Short-Term Annual Cash Incentive Program | | | | | | | Managed Sales Revenue | | Non-GAAP Income | | Development Goals | | | Target | Result | Target | Result | Target | Result | | $2,278M | $2,241M | $371M | $405M | 100% | >100% |

  62. 2023 Achievement and Performance Alignment

    | Three-Year Performance Period (2021 – 2023) Long-Term Performance-Based Equity Awards | | | | | | | Relative Total Shareholder Return | | Non-GAAP Income(2) | | Strategic Goals | | | Target | Result | Target | Result | Target | Result | | 50th percentile | 84th percentile | 2021: $185M | 2021: $243M | 100% | >100% | | | | 2022: $274M | 2022: $365M | | | | | | 2023: $580M | 2023: $495M | | |

  63. 2023 Achievement and Performance Alignment

    (1)The 2022 Non-GAAP Income result above has been calculated consistent with the Non-GAAP Income methodology that has been used by the Company since the first quarter of 2023 and such calculation is available in the “Events & Presentations” subsection of the “Investor” section on our website at www.biomarin.com. Information on our website is NOT incorporated by reference into this Proxy Statement See footnote (2) to “2023 Program Goals and Results” table set forth in this CD&A for the definition of Non-GAAP Income used since the first quarter of 2023. (2)The Non-GAAP Income information for the three-year performance period (2021 - 2023) long-term performance-based equity awards were calculated under the Non-GAAP Income methodology used in 2021. See footnotes (1) and (2) to “Non-GAAP Income Performance-Based RSUs Earned for 2021 Through 2023 Performance Period” table set forth in this CD&A for additional information.

  64. Recent Say-on-Pay Vote and Stockholder Feedback

    Recent Say-on-Pay Vote and Stockholder Feedback Our stockholders’ views and opinions on our executive compensation practices are extremely important to us. We appreciate the fact that our last say-on-pay proposal received support from 84% of the votes cast; however, we do not take stockholder support for granted and each year the Compensation Committee takes a critical view of our executive compensation program. 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. 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 2023, please see the “Proxy Overview—Stockholder Engagement” and “Proxy Overview—Stockholder Outreach” sections of this Proxy Statement. The information we glean from these stockholder engagements and outreach is highly valued, and we appreciated the opportunity to hear from stockholders who did not support our most recent Say-on-Pay proposal. We believe that the compensation changes we made in recent years addressed many of the concerns raised by stockholders to further align pay and performance and address feedback from our investors. The evolution of our executive compensation practices in recent years is in direct response to what we heard from our stockholders. For example: •Since 2019, 50% of our performance-based equity awards are based on relative total shareholder return as compared to the Nasdaq Biotechnology Index to ensure that realized executive compensation is more closely correlated with stockholder experience. •We included significantly more detail regarding achievement of development goals for each clinical and preclinical program underlying the annual cash incentive program since 2019. In recent years and in this Proxy Statement, we further enhanced disclosure regarding achievement of development goals by specifying the threshold, target and exceed level criteria, as applicable to the result. •We steadily increased the percentage of performance-based equity awards so that in 2022 and 2023, the proportion of the former CEO’s equity grant in the form of performance-based equity awards was increased to 60%. In addition, 60% of the equity awards granted to Mr. Hardy, our CEO, in 2024 is also in the form of performance-based equity awards. For other NEOs, we increased the proportion of the performance equity awards to 50% since 2021. •We eliminated overlap of financial metrics used in short-term and long-term incentive programs since 2022 by replacing the Non-GAAP Income performance-based awards with core operating margin performance-based awards. •We eliminated the component of the annual cash incentive program that allowed for limited Compensation Committee discretion to award funding above 100% for target performance. Since 2022, the weighting assigned to long-term value-creating activities was lowered to 10% and that component counted toward the overall potential funding for target performance of 100%, not 120%. •We increased the proportion of the performance-based RSUs based on relative total shareholder return to 60% of the total performance-based RSUs granted in the 2024 program, as compared to 50% in 2023, in order to further align executive compensation with stockholder experience. •For 2024, we increased the percentile achievement levels for performance-based RSUs based on relative total shareholder return by 5% for both target achievement (for 100% of the target number of performance-based RSUs to be earned) from 50th percentile to 55th percentile and maximum achievement (for 200% of the target number of performance-based RSUs to be earned) from 75th percentile to 80th percentile, to challenge management to increase stockholder value and outperform peers.

  65. Highlights of Compensation Policies and Practices

    | 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. | | Compensation Committee Oversight; Executive Sessions | The Compensation Committee regularly meets in executive sessions without management present. | | 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 and restrictions on payment of dividends on unvested shares, among other stockholder-favorable features. | | Independent Compensation Committee | The Compensation Committee is composed solely of Independent Directors. | | Independent Compensation Consultant | The Compensation Committee has engaged an independent compensation consultant for advice on topics related to Board and NEO compensation. The independent compensation consultant reports directly to the Compensation Committee, which has sole authority to direct the consultant’s work. | | Policy Against Excise Tax Gross-Ups | In March 2015, the Compensation Committee formally adopted a policy against granting excise tax gross-ups to executives going forward. In December 2016, our CEO voluntarily forfeited his right to income tax gross-up payments in connection with a change in control as provided in his then-current employment agreement. | | Clawback Policies | We adopted a clawback policy on October 4, 2023 that complies with the new SEC rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Nasdaq listing rules. We have also historically maintained a clawback policy, and this policy is in addition to any policies or recovery requirements provided under the new SEC rules. See the “Other Considerations and Policies—Clawback Policies” section of this CD&A for additional information. Our clawback policies can be found in the Corporate Governance section of the Investors section of our website at www.biomarin.com. Information on our website is NOT incorporated by reference in this Proxy Statement. | | 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. In connection with determining the compensation of the CEO and other executive officers, in the second half of each year, the Compensation Committee conducts a review of our peer group to be used for setting compensation for the following year to ensure the peer group’s continued appropriateness. 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. | | Prohibition Against Hedging and Pledging of Securities | Our 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. | | Prohibition on Stock Option Repricing | Our equity incentive plans prohibit stock option repricing without stockholder approval. |

  66. Highlights of Compensation Policies and Practices

    | | Purpose | | | | | Compensation Element | Market Competitiveness and Retention | Balance Short-and Long-Term Perspectives | Pay for Performance | Stockholder Alignment | | Base Salary | | | | | | Annual Cash Incentive | | | | | | Equity Grants | | | | | | Limited Perquisites and Other Personal Benefits | | | | | | Potential Severance Benefits | | | | |

  67. Highlights of Compensation Policies and Practices

    In 2023, the compensation of our former CEO, Mr. Bienaimé, 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. Mr. Hardy was not eligible to participate in the 2023 annual cash incentive plan and was not granted any performance-based equity awards for 2023 as he was appointed as our CEO effective December 1, 2023. However, for 2024, approximately 96% of Mr. Hardy’s 2024 target compensation is variable and at-risk and approximately 59% of his total 2024 target compensation is performance-based. In addition, to further align Mr. Hardy’s compensation with stockholder experience, 60% of the performance-based RSUs granted to Mr. Hardy in 2024 are based on relative total shareholder return (as opposed to 50% of performance-based RSUs granted to Mr. Bienaimé in 2023). With respect to Mr. Bienaimé, our former CEO, approximately 91% of Mr. Bienaimé’s total 2023 target compensation was variable and at-risk and 51% of his total 2023 target compensation was performance-based. See the “Compensation Related to Leadership Transition” section of this CD&A for additional information.

  68. Other NEOs’ Total Compensation Mix in 2023(1)(2)

    Other NEOs’ Total Compensation Mix in 2023(1)(2) As shown below, for 2023, at-risk compensation (annual cash incentive and equity awards) accounted for 89% of the average total direct compensation of our other NEOs. In addition, during 2023, 82% of the average total direct compensation of our other NEOs was delivered through long-term incentives (stock option awards and performance-based and service-based RSUs). (1)Each percentage (except for those relating to 2024) 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. For Mr. Bienaimé, the percentage calculation includes the aggregate incremental fair value of his equity awards that continue to vest as computed in accordance with FASB ASC Topic 718. See “Compensation Related to Leadership Transition” section of this CD&A and the “Summary Compensation Table” in this Proxy Statement for additional information. For Mr. Hardy, each percentage is calculated based on target achievement. (2)Percentages calculated based on sum of all other NEOs’ compensation. Certain percentages are rounded up or down by less than 1% so that totals equal 100%.

  69. Other NEOs’ Total Compensation Mix in 2023(1)(2)

    | BASE SALARY | + | ANNUAL CASH INCENTIVE | + | EQUITY GRANTS | | Base salary rates are reviewed each year based on each executive’s responsibilities, individual performance, achievement of corporate goals and a review of competitive salary and total compensation data. | | The annual cash incentive program is based on achievement of corporate goals and an individual performance assessment. The details of the performance goals are discussed below. | | Equity grants serve as long-term incentives to ensure that a portion of executives’ total compensation is linked to the Company’s long-term success and to align compensation with the interests of stockholders. |

  70. General Principles

    General Principles We provide base salaries to our NEOs to compensate them with a fair and competitive base level of compensation for services during the year. Base salaries for our NEOs are intended to be competitive with those of other individuals in similar positions at the companies with which we compete for talent, taking into consideration that certain of our executive officers have differing scopes of responsibilities than the market data positions. Base salaries are initially based on the job profile, individual experience, skills and expected contributions, the Compensation Committee’s understanding of what executives in similar positions at other peer companies are paid and negotiations with certain executives during the hiring process. The base salary of each NEO is reviewed annually and may be adjusted to reflect market conditions, the NEO’s performance during the prior year, the financial position of the Company and any change in scope of an NEO’s responsibilities. We believe that a competitive base salary is a necessary element of any compensation program that is designed to attract and retain talented and experienced executives. Merit-based increases in base salary for all of our executive officers, other than our CEO, are approved by the Compensation Committee based on an assessment of their performance and recommendation by the CEO. Any merit-based increase in base salary for our CEO is approved by the Board and based on an assessment of his performance and recommendation by the Compensation Committee and a review by the Compensation Committee of the base salaries of CEOs in our peer group.

  71. 2023 Salaries

    2023 Salaries In reviewing our 2022 performance and its impact on salary increases in 2023, the Compensation Committee considered the following: the Company achieved over 20% growth in total revenues (excluding sales from Kuvan) in 2022 as compared to 2021, the successful global commercial expansion of VOXZOGO in 2022, and greater inflationary pressure, among other factors. In setting the salaries below, each NEO was individually evaluated based on tenure, performance and other factors specific to the NEO, including benchmarking for comparable positions at peer companies. Mr. Hardy’s base salary was set below the market median in consideration of this being his first role as CEO of a public company, among other factors. See the “Compensation Related to Leadership Transition” section of this CD&A for additional information.

  72. Annual Cash Incentive

    Annual Cash Incentive

  73. General Principles and the 2023 Program

    General Principles and the 2023 Program We maintain a company-wide annual cash incentive program under which awards are generally based on corporate and individual performance. Our program has one annual cash incentive pool, which is not separated into corporate and individual performance pools. We believe this allows for more managerial discretion company-wide in determining individual annual cash incentive payouts based on performance and encourages employees at all levels to focus on achieving corporate goals. The Compensation Committee’s assessment of achievement of the corporate goals determines the funding of the cash incentive pool. The annual cash incentive is paid in the first half of each year, based on the Company’s and each employee’s performance in the prior year. The annual cash incentive program, including corporate goals and target payouts by level, is generally reviewed and approved by the full Board in December at the time the Board considers the budget for the following year. The goals are prepared in an interactive process in which the Compensation Committee works with the CEO and other members of management to develop corporate performance goals that are set at levels that the Compensation Committee believes management can reasonably achieve if we, as a whole, execute on our business plan. The corporate goals are designed to reward specific activities that the Board and Compensation Committee believe will enhance long-term stockholder value. They do this by providing a foundation that will enable us to achieve operational goals that directly support our longer-term goals of commercializing new products and profitability. We believe that this type of structure motivates executives to challenge their teams to not only meet but exceed goals that ultimately create value for our stockholders. However, because many of the goals, particularly the development goals, are tied to activities intended to enhance long-term stockholder value, the achievement of any particular goal may not have a meaningful impact on our valuation during the cash incentive year. As in previous years, the cash incentive pool was determined by two main categories of corporate performance, achievement of financial goals and achievement of goals for our development programs during the measurement year. Each year, we determine the allocation of the target annual cash incentive between financial goals and development goals while recognizing that current and future stockholder value is dependent on the success of each element of our business, but that over the one-year performance period of the annual cash incentive program, one aspect may be more important than the other. In recognition of the importance of our clinical programs, we allocated the annual cash incentive 40% to financial goals and 60% to development goals, which is the same allocation used in 2022. For 2023, the weighting assigned to long-term value-creating activities was at 10%, which is the

  74. Financial Goals

    Financial Goals With respect to the financial goals for the 2023 annual cash incentive program, the Managed Sales Revenue goal payout was based on a scale that emphasizes the importance of revenue growth to the Company, recognizes the difficulty in exceeding the goal and is consistent with many of our peers’ short-term incentive programs (and is consistent with the scale we used since 2018). To incentivize progress toward profitability, the other financial metric under the annual cash incentive program is a Non-GAAP Income goal. The Non-GAAP Income payout is determined using a scale that emphasizes the importance of the Company achieving profitability (and is consistent with the scale we used since 2017). The maximum funding level for both financial goals remained at 200% in 2023, which is competitive with peer company practices and serves as a valuable incentive for employees and a tool for recruitment and retention. The Compensation Committee set the 2023 program financial goal targets at a level that it considered rigorous, aggressive and challenging, attainable only with strong performance, and that took into account the relevant opportunities and risks. The financial goal target levels used for the 2023 program were higher than the 2022 results, demonstrating the Compensation Committee’s commitment to challenge management to excel and focusing senior leadership on achieving profitability. Specifically, (i) the Managed Sales Revenue goal was set at $2,278 million, which is 19% higher than 2022 results of $1,914 million, and (ii) the Non-GAAP Income goal was set at $371 million, which is 27% higher than 2022 results of $291 million(1). See the “2023 Program Goals and Results” table below for details on the payout scales for the financial goals, including threshold, target and maximum achievement levels.

  75. Development Goals

    Development Goals With respect to development goals (e.g., goals related to clinical and preclinical programs), the Board determines broad program expectations for our primary programs in the first quarter of the year and the annual cash incentive weighting for each program. The broad goals may include, for example, timing of initiation or completion of clinical trials, achieving specific enrollment goals, completing filings or other milestones with the FDA, European Medicines Agency (EMA) or similar regulatory agencies, achieving manufacturing targets, completing research programs and similar events as well as long-term value-creating activities. At the time the development goals are set, the Compensation Committee establishes the target levels for each of the goals to be reasonable “stretch” goals, with a maximum payout only in the event of superior performance. In January, the Compensation Committee reviews the prior year development programs and determines an annual cash incentive payout attributable to that aspect of our business. In making the determination, the Compensation Committee assesses each program individually and its total impact on the Company. The factors the Compensation Committee considers in evaluating the achievement of each development goal include: •our effectiveness in advancing the development of a program and our portfolio as a whole; •our effectiveness in adapting to new data generated or other changes to the assumptions implementing the original development plan; and •the overall value created by the development efforts. Based on this assessment, the Compensation Committee determines a percentage payout attributable to our development efforts. Similar to the financial goals, the performance rating can be up to 200% of target. However, if the Compensation Committee determines that the development performance does not meet a minimum achievement level, no annual cash incentive associated with the development programs will be paid. See the “2023 Program Goals and Results” table below for details regarding the specific program goals that were established and achieved and what achievement level (threshold, target, or exceed) such performance constituted. The table below describes our financial and development goals for the cash incentive for 2023 and our actual performance against those goals. During our stockholder outreach in recent years, some investors requested we provide greater detail regarding the development goals for each clinical and preclinical program underlying the annual cash incentive program. As a result of such feedback, starting in 2022 and continuing for this Proxy Statement, we have provided significantly more detail regarding the development goals than we have historically provided. For this Proxy Statement, we also included detail regarding assessment of the achievement of development goals by specifying the threshold, target and exceed level criteria, as applicable to the result. We believe providing any further detail could lead to competitive harm. (1)The 2022 Non-GAAP Income result above has been calculated consistent with the Non-GAAP Income methodology that has been used by the Company since the first quarter of 2023 and such calculation is available in the “Events & Presentations” subsection of the “Investor” section on our website at www.biomarin.com. Information on our website is NOT incorporated by reference into this Proxy Statement See footnote (2) to “2023 Program Goals and Results” table set forth in this CD&A for the definition of Non-GAAP Income used since the first quarter of 2023.

  76. Financial Goals

    | | Financial Goal Achievement Levels | | | | | Funding Pool Contribution(1) (%) | | Performance Metrics | Threshold (75%) | Target (100%) | Exceeds (200%) | Weighting | Result | | | Managed Sales Revenue(2) ($ million) | | | | 25% | $2,241 million | 23.4% | | Non-GAAP Income(2) ($ millions) | | | | 15% | $405 million | 18.7% | | Sub-Total (Financial Goals) | | | | 40% | | 42.1% |

  77. Development Goals*

    | | Development Goal Achievement Levels | | | | | Funding Pool Contribution(1) (%) | | Performance Metrics | Threshold (75%) | Target (100%) | Exceeds (200%) | Weighting | Result | | | Near-Term Value Drivers | | | | | | | | ROCTAVIAN for the treatment of severe hemophilia A | See the next page | | | 20% | Exceeds | 30% - 40% | | VOXZOGO for the treatment of achondroplasia | See the next page | | | 15% | Exceeds | 22.5% - 30% | | Mid-Term Value Drivers | | | | | | | | Advance to Proof of Concept(3) as approved by the Board | See the next page | | | 15% | Threshold and Exceeds | 11.3% - 15.0% | | Long-Term Value Drivers | | | | | | | | Value-Creating Activities(4) | See the next page | | | 10% | Target | 7.5% - 10.0% | | Sub-Total (Development Goals) | | | | 60% | | 72.9%(4) | | Total (Financial and Development Goals) | | | | 100% | | 115% |

  78. Near-Term Value Drivers

    | ROCTAVIAN for the treatment of severe hemophilia A | VOXZOGO for the treatment of achondroplasia | | Threshold: Adolescent EMA Paediatric Investigation Plan (PIP) Approval •Result: Achieved in May 2023 Target: Regulatory approval in U.S. •Result: Achieved in June 2023 Exceeds: Agreement reached with regulatory agency in Japan on steps required to register ROCTAVIAN in Japan •Result: Achieved in July 2023 | Threshold: (1) Initiation of bioequivalence study as part of manufacturing milestone; and (2) health authority feedback on additional indication expansion activities •Result: Achieved (1) and (2) in April 2023 Target: (1) Secure label-expansion into younger patients in either the EU or the U.S.; and (2) submit four of six new global market authorizations •Result: Achieved (1) and (2) in October 2023 Exceeds: Final protocol submitted to the IND in an additional indication •Result: Achieved in November 2023 (hypochondroplasia) | | Mid-Term Value Drivers | | | Advance to Proof of Concept as Approved by the Board | | | Threshold: (1) One IND cleared; (2) health authorities agree to the plan for Phase 1b study for BMN 255 for the treatment of hyperoxaluria; and (3) obtain pre-IND feedback from FDA for BMN 293 for the treatment of MYBPC3 hypertrophic cardiomyopathy and BMN 349 for the treatment of alpha-1 antitrypsin deficiency (AATD) •Result: Achieved (1) in October 2023 for BMN 349 for the treatment of AATD; achieved (2) and (3) in May 2023 Target: (1) Two INDs submitted; (2) first participant enrolled for BMN 351 for Duchenne muscular dystrophy; and (3) dose fifth patient in BMN 331 for the treatment of hereditary angioedema •Result: Achieved (1) in November 2023 with the IND submission for BMN 349 for the treatment of AATD in September 2023 and the IND submission for BMN 293 for the treatment of MYBPC3 hypertrophic cardiomyopathy in November 2023; did not achieve (2); achieved (3) in December 2023 Exceeds: Achieve one positive proof of concept •Result: Achieved in November 2023 with the submission of the final protocol to proceed directly into Phase 3 for hypochondroplasia with VOXZOGO | | | Long-Term Value Drivers | | | Value-Creating Activities | | | Result: Strategic collaborations and business development transactions, lifecycle management activities, and IND-enabling studies for early-stage development programs. We believe providing any further detail regarding value-creating activities could lead to competitive harm. The Compensation Committee believes that it set the performance goals at a rigorous and challenging level so as to require significant effort and achievement by our executive officers to be attained. For 2024, the weighting assigned to value-creating activities was set at 10%, and this component counted toward the overall potential funding for target performance of 100% (i.e., this component no longer provides for up to 120% potential funding for target performance, as was the case in 2021). | |

  79. Near-Term Value Drivers

    Based on the results tabulated above, the Compensation Committee determined to fund the 2023 annual cash incentive pool at 115% of target, a significantly lower funding level compared with the 132.5% funding in the prior year. However, the Compensation Committee exercised negative discretion to payout the Annual Incentive Plan for Mr. Bienaimé and his direct reports at a range of 95% to 105% of target based upon individual performance, even though the overall program funding was 115%. This was in recognition of the recent experience of our stockholders and the adjusted net product revenue guidance for ROCTAVIAN, which was partially mitigated by the significant VOXZOGO revenue growth. Due to the fact that Mr. Hardy was appointed as our CEO effective December 1, 2023, he was not eligible to participate in the 2023 annual cash incentive plan. The 2023 cash incentive targets for each NEO other than Mr. Hardy expressed as a percentage of base salary is determined by the employee’s position and set forth in the table below. The 2023 target percentage for each NEO was unchanged from 2022. The target amounts for the NEOs for 2023 cash incentives (which were paid in March 2024) are set forth in the table below. The specific cash incentive amount paid to each NEO for 2023 is set forth below and in the “Summary Compensation Table” in this Proxy Statement.

  80. Near-Term Value Drivers

    | Name and Principal Position | 2023 Cash Incentive Target (% of base salary) | 2023 Corporate Funding Level | 2023 Cash Incentive Amount ($) | | Jean-Jacques Bienaimé Former CEO | 120% | 100.0% | 1,668,000 | | Brian R. Mueller Executive Vice President, Finance and CFO | 60% | 95.0% | 384,750 | | Jeff Ajer Executive Vice President, Chief Commercial Officer | 60% | 100.0% | 405,000 | | Henry J. Fuchs, M.D. President of Worldwide Research & Development | 65% | 105.0% | 563,063 | | C. Greg Guyer, Ph.D. Executive Vice President, Chief Technical Officer | 60% | 105.0% | 422,100 |

  81. Equity Compensation

    Equity Compensation

  82. Equity Grant Mix

    Equity Grant Mix As shown below, the mix of equity vehicles for the former CEO 2023 annual grant was 60% performance-based RSUs, 25% service-based RSUs and 15% stock options(1), and for the other NEOs the 2023 annual grant was 50% performance-based RSUs, 25% service-based RSUs and 25% stock options(1)(2). Descriptions of each type of equity award are below. Details regarding equity awards granted to the NEOs in 2023 are set forth in the “Grants of Plan-Based Awards” table in this Proxy Statement.

  83. Former CEO Equity Grant Mix

    Former CEO Equity Grant Mix

  84. Other NEOs’ Equity Grant Mix(2)

    Other NEOs’ Equity Grant Mix(2) (1)Based on equity award values before conversion to a number of RSUs and options, which is converted to a number of shares using a 30-day trailing average closing price of our common stock. (2)The statistics set forth above for the Other NEOs’ 2023 equity award grants exclude the Retention Grants.

  85. Other NEOs’ Equity Grant Mix(2)

    | Equity Grant Mix for Former CEO and CEO 60% of the annual equity awards granted to Mr. Bienaimé, our former CEO, in 2023 and to Mr. Hardy, our new CEO, in 2024 are subject to performance-based conditions. In addition, approximately 96% of Mr. Hardy’s 2024 target compensation is variable and at-risk. |

  86. Performance-Based RSUs

    Performance-Based RSUs

  87. Rapid Increase in Proportion of Performance-Based RSUs

    Rapid Increase in Proportion of Performance-Based RSUs To better align the interests of our executive officers with those of our stockholders, we have greatly enhanced the link between pay and performance by increasing the proportion of performance-based RSUs as compared to service-based RSUs. In 2023, 60% of the former CEO’s equity grant and 50% of the equity grants for the other NEOs were performance-based RSUs. Prior to 2019, performance-based RSUs made up only 30% of equity grants in 2018 and 2017, 25% in 2016, and 20% in 2015. Prior to 2015, we did not grant performance-based RSUs.

  88. Performance Period

    Performance Period For 2023, 100% of the performance-based RSUs granted to our NEOs will be earned based on the Company’s performance over a three-year period. Mr. Hardy was not granted any performance-based RSUs in 2023 as he was appointed as our CEO on December 1, 2023. However, for 2024, approximately 96% of Mr. Hardy’s 2024 target compensation is variable and at-risk and approximately 59% of his total 2024 target compensation is performance-based. In addition, to further align Mr. Hardy’s compensation with stockholder experience, 60% of the performance-based RSUs granted to Mr. Hardy in 2024 are based on relative total shareholder return (as opposed to 50% of performance-based RSUs granted to Mr. Bienaimé in 2023), with higher target and maximum percentile achievement goals than those granted to other NEOs in 2023. See the “Compensation Related to Leadership Transition” section of this CD&A for additional information.

  89. Mix of Performance-Based Awards

    Mix of Performance-Based Awards As in recent years, 50% of the total performance-based RSUs granted in 2023 continued to be based on relative total shareholder return over a three-year performance period. The other half of performance-based RSUs granted in 2023 will be earned based on other metrics intended to increase stockholder value over the long term: profitability as measured by core operating margin(1) (comprising 25% of the total performance-based RSUs granted in 2023) and strategic corporate goals as measured by the number of development programs that demonstrate proof of concept as determined by predetermined criteria approved by the Board and the number of INDs and/or clinical trial applications (CTAs) submitted with the FDA and EMA, respectively (comprising the remaining 25% of the total performance-based RSUs granted in 2023). The breakout of performance-based RSUs granted in 2023 by type is shown below: (1)We define Core Operating Margin as total revenues less: cost of sales; R&D expense; selling, general and administrative expense; intangible asset amortization and contingent consideration, each as determined for such period in accordance with 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.

  90. Mix of Performance-Based Awards

    | Changes to 2024 Performance-based RSU Program For 2024, 60% of the performance-based RSUs granted in 2024 are based on relative total shareholder return (as opposed to 50% of performance-based RSUs granted in 2023), with higher target and maximum achievement goals than those granted to NEOs in 2023. Specifically, the target achievement (for 100% of the target number of performance-based RSUs to be earned) was increased 5%, from 50th percentile to 55th percentile, and the maximum percentile achievement (for 200% of the target number of performance-based RSUs to be earned) was increased 5%, from 75th percentile to 80th percentile. |

  91. Relative Total Shareholder Return Awards

    Relative Total Shareholder Return Awards To further align executive compensation with stockholder experience, we introduced relative total shareholder return performance-based RSUs in 2019. The Compensation Committee views the inclusion of relative total shareholder return as critical because it ties executive compensation to the shareholder experience and the creation of shareholder value, and it aligns the interests of our executive officers with those of BioMarin and its shareholders. By measuring our stock performance relative to an index, it mitigates the impact of macroeconomic factors, both positive and negative, that affect the industry and/or stock price performance and are beyond the control of management, and it provides rewards that are more directly aligned with performance through different economic cycles. We continued to include relative total shareholder return performance-based RSUs since 2019, including in the 2023 grant.

  92. Relative Total Shareholder Return Awards

    The multiplier for the relative total shareholder return performance-based RSUs granted in 2023 will be determined based on the Company’s performance during 2023 through 2025 measured as a percentile compared to the aggregate performance over the same period of companies that made up the Nasdaq Biotechnology Index as of January 1, 2023 (with no changes to the comparator group during the performance period other than removing and not replacing any delisted or suspended companies). The multiplier used to determine the number of earned RSUs could be between 50% and 200%, with a threshold achievement level at the 25th percentile required for earning any RSUs, a target level at the 50th percentile and a ceiling achievement level at the 75th percentile. If BioMarin’s performance is above the 50th percentile but the Company’s relative total shareholder return is negative on an absolute basis over the three-year performance period, then the multiplier is capped at 100%. The earned relative total shareholder return performance-based RSUs, if any, vest in full on the third anniversary of the grant date, subject to the recipient’s continued service.

  93. Core Operating Margin Awards

    Core Operating Margin Awards To further incentivize executives to focus on cost control and profitability, we granted core operating margin performance-based RSUs in 2023. The core operating margin performance-based RSUs replaced the Non-GAAP Income performance-based awards granted in 2020 and 2021. The 2023 awards are earned based on the level of core operating margin over three, one-year periods spanning 2023 through 2025. The target levels of core operating margin differ depending on the occurrence and timing of the FDA’s and EMA’s approval of ROCTAVIAN. The multiplier for each year during the three-year performance period is determined based on the Company’s performance during 2023, 2024 and 2025, respectively. The multipliers for each year will be averaged at the end of the three-year performance period to calculate the final multiplier used to calculate the number of earned RSUs, if any. The average multiplier used to determine the number of earned RSUs could be between 50% and 200%, with a threshold core operating income level required to earn any RSUs in each year’s tranche. The Compensation Committee based the core operating margin targets used for these awards on the Company’s budget and long-range plan, and payouts above target are dependent on achievement of reasonable “stretch” goals representing superior performance. We have not disclosed the specific core operating margin targets as they are confidential and disclosure could lead to competitive harm. The Compensation Committee believes that it has set the performance goals at a rigorous and challenging level so as to require significant effort and achievement by our executive officers to be attained, and that such goals have been established in light of the macroeconomic and industry environments, as well as our internal forecast. After the end of the performance period, we plan to disclose the targets and achievement relative to such targets. The earned core operating margin performance-based RSUs, if any, vest in full on the third anniversary of the grant date, subject to the recipient’s continued service.

  94. Strategic Goals Awards

    Strategic Goals Awards For the third component of the performance-based RSUs, we use various strategic goals as measures in order to further incentivize executives to focus on execution of corporate strategy over the long term. The 2023 awards are earned based on the number of development programs that demonstrate proof of concept as determined by predetermined criteria approved by the Board and the number of IND/CTAs submitted with the FDA and EMA over the three-year performance period of 2023 through 2025. The multiplier used to determine the number of earned RSUs could be between 50% and 200%, with a threshold achievement level required for earning any RSUs. The Compensation Committee based the strategic goal targets used for the awards on the Company’s long-term plan, and payouts above target are dependent on achievement of reasonable “stretch” goals representing superior performance. We have not disclosed the specific strategic goal targets as they are confidential and disclosure could lead to competitive harm. After the end of the performance period, we plan to disclose the targets and achievement relative to such targets. The earned strategic goals performance-based RSUs, if any, vest in full on the third anniversary of the grant date, subject to the recipient’s continued service.

  95. Performance-Based RSUs Earned for 2021 Through 2023 Performance Period

    Performance-Based RSUs Earned for 2021 Through 2023 Performance Period

  96. Relative Shareholder Return Performance-Based RSUs Earned for 2021 Through 2023 Performance Period

    Relative Shareholder Return Performance-Based RSUs Earned for 2021 Through 2023 Performance Period In early 2024, we determined the number of earned RSUs under the relative shareholder return performance-based RSUs granted in 2021. BioMarin’s performance for the three-year performance period of 2021 through 2023 was at the 84th percentile, which was greater than the ceiling achievement level at the 75th percentile. Accordingly, the multiplier for the 2021 relative shareholder return performance-based RSUs was 200%. The earned 2021 relative shareholder return performance-based RSUs vested in full on the third anniversary of the grant date, March 15, 2024. For more information regarding the relative shareholder return performance-based RSUs granted in 2021, see the Company’s Proxy Statement for the 2022 Annual Meeting.

  97. Relative Shareholder Return Performance-Based RSUs Earned for 2021 Through 2023 Performance Period

    | 2024 Proxy Statement | 79 |

  98. Non-GAAP Income Performance-Based RSUs Earned for 2021 Through 2023 Performance Period

    Non-GAAP Income Performance-Based RSUs Earned for 2021 Through 2023 Performance Period In early 2024, we determined the number of earned RSUs under the Non-GAAP Income performance-based RSUs granted in 2021. BioMarin’s performance for each year in the three-year performance period of 2021 through 2023 based on the Non-GAAP Income for each year as compared to the 2021 Non-GAAP Income performance-based RSU award targets for each year is set forth below:

  99. Non-GAAP Income Performance-Based RSUs Earned for 2021 Through 2023 Performance Period

    | Year | Target | Result | Multiplier | | 2021 | $185 million(1) | $243 million | 159.2% | | 2022 | $274 million(1) | $365 million | 200.0% | | 2023 | $580 million(1) | $495 million(2) | 92.9% | | | | | 150.7% |

  100. Non-GAAP Income Performance-Based RSUs Earned for 2021 Through 2023 Performance Period

    (1)The targets as presented above were set in 2021 and therefore were calculated under the Non-GAAP Income methodology used at such time. Until the first quarter of 2023, Non-GAAP Income was defined by the Company as reported GAAP Net Income (Loss), excluding net interest income (expense), provision for (benefit from) income taxes, depreciation expense, amortization expense, stock-based compensation expense, contingent consideration expense and, in certain periods, certain other specified items. For the definition of Non-GAAP Income used since the first quarter of 2023, see footnote (2) to “2023 Program Goals and Results” table set forth in this CD&A. As shown in the reconciliation below, the targets as presented above were adjusted to take into account the difference between foreign currency exchange rates in effect at the time the goal was set and at the end of the performance period.

  101. Non-GAAP Income Performance-Based RSUs Earned for 2021 Through 2023 Performance Period

    | | 2021 | 2022 | 2023 | | Non-GAAP Income Target (unadjusted) | $195 million | $287 million | $600 million | | Foreign Currency Exchange Rate Impact | (10) million | (13) million | (20) million | | Non-GAAP Income Target (adjusted) | $185 million | $274 million | $580 million |

  102. Non-GAAP Income Performance-Based RSUs Earned for 2021 Through 2023 Performance Period

    (2)For purposes of determining the number of earned RSUs under the Non-GAAP Income performance-based RSUs for the 2023 performance period, we made adjustments to the reported Non-GAAP Income for fiscal year 2023 to make it consistent with the Non-GAAP Income methodology that was used in 2021 to establish the target. See below for the reconciliation.

  103. Non-GAAP Income Performance-Based RSUs Earned for 2021 Through 2023 Performance Period

    | | 2023 | | Non-GAAP Income Result (as reported) | $405 million | | Income Tax Effect of Adjustments to arrive at reported Non-GAAP Income | 70 million | | Net Interest Income to align with historical methodology | (41) million | | Provision for Income Taxes to align with historical methodology | 21 million | | Depreciation Expense to align with historical methodology | 40 million | | Non-GAAP Income Result (adjusted) | $495 million |

  104. Non-GAAP Income Performance-Based RSUs Earned for 2021 Through 2023 Performance Period

    Based on the results above, the multiplier for the 2021 Non-GAAP Income performance-based RSUs was 150.7%. The earned 2021 Non-GAAP Income performance-based RSUs vested in full on the third anniversary of the grant date, March 15, 2024. For more information regarding the Non-GAAP Income performance-based RSUs granted in 2021, see the Company’s Proxy Statement for the 2022 Annual Meeting.

  105. Strategic Goals Performance-Based RSUs Earned for 2021 Through 2023 Performance Period

    Strategic Goals Performance-Based RSUs Earned for 2021 Through 2023 Performance Period In early 2024, we determined the number of earned RSUs under the strategic goals performance-based RSUs granted in 2021. BioMarin’s performance over the three-year performance period of 2021 through 2023 based on the nature and number of regulatory approval filings and product approvals and IND/CTA activity, each in the U.S. or EU, is set forth below:

  106. Strategic Goals Performance-Based RSUs Earned for 2021 Through 2023 Performance Period

    | 80 | 2024 Proxy Statement |

  107. Strategic Goals Performance-Based RSUs Earned for 2021 Through 2023 Performance Period

    | | Multiplier: | | | | | Goal: | 50% | 100% | 150% | 200% | | Non-ROCTAVIAN Product Regulatory Approval Activity (30% weighting) | Pivotal data for a new compound | 1 approval in 1 jurisdiction | 1 approval in 2 jurisdictions by June 30, 2023(1) | 1 approval in 2 jurisdictions by June 30, 2023 AND pivotal data for a new compound | | ROCTAVIAN Regulatory Approval Activity (40% weighting) | Approval in 1 jurisdiction | Approval in 1 jurisdiction by December 31, 2022 OR Approval in 2 jurisdictions(2) | Approval in 1 jurisdiction by June 30, 2023 AND an approval in a second jurisdiction | Approval in 2 jurisdictions by December 31, 2022 | | INDs/CTAs (30% weighting) | 1 IND/CTA | 2 INDs/CTAs (for different molecules or indications) | 3 INDs/CTAs (for different molecules or indications) OR 2 INDs/CTAs (for different molecules or indications), with one in gene therapy | 4 INDs/CTAs (for different molecules or indications) OR 3 INDs/CTAs (for different molecules or indications), with one in gene therapy(3) |

  108. Strategic Goals Performance-Based RSUs Earned for 2021 Through 2023 Performance Period

    (1)In 2021, VOXZOGO was approved in the U.S. and EU. (2)In 2022, ROCTAVIAN was approved in the EU. (3)In 2021, we submitted an IND for BMN 331 (gene therapy). In 2022, we submitted an IND for BMN 351. In 2023, we submitted an IND for BMN 349. Based on the results above, the multiplier for the 2021 Strategic Goals performance-based RSUs was 145%. The earned 2021 Strategic Goals performance-based RSUs vested in full on the third anniversary of the grant date, March 15, 2024. For more information regarding the Strategic Goals performance-based RSUs granted in 2021, see the Company’s Proxy Statement for the 2022 Annual Meeting.

  109. Service-Based RSUs

    Service-Based RSUs The service-based RSUs awarded to our former CEO in 2023 (except those granted to him for his continuing service as a non-employee director on December 1, 2023, which will vest in full on the date immediately prior to the date of the Annual Meeting) are subject to a three-year service period. The serviced-based RSUs awarded to the other NEOs in 2023 (other than the retention grants made to Dr. Fuchs and Dr. Guyer described below and the grants made to Mr. Hardy) are subject to a four-year service period, which is the same vesting schedule for service-based RSUs awarded as part of the company-wide annual equity grants in recent years. Service-based RSUs are complementary to performance-based RSUs because they have direct connection to stockholder experience, while also reinforcing an ownership culture and commitment to us. The Company awarded each of Dr. Fuchs and Dr. Guyer a special retention grant of service-based RSUs in December 2023 valued at $1.5 million and $1.0 million, respectively, in each case before conversion to a number of RSUs (the Retention Grants). The Compensation Committee made the Retention Grants to Dr. Fuchs and Dr. Guyer in connection with the CEO transition, and to incentivize them to remain with the Company to support key, upcoming research and development initiatives. The Retention Grants vest in full 15 months after the grant date, subject to their continued service on the vesting date. The Retention Grants are excluded from the retirement benefit policy and do not automatically vest if the grantee retires prior to the vesting date. See the “Compensation Related to Leadership Transition” section of this CD&A for additional information regarding grants made to Mr. Hardy in 2023.

  110. Stock Options

    Stock Options Stock options granted to the former CEO in 2023 vest 12/36ths on the 12-month anniversary of the date of grant, and 1/36th per month thereafter for the next three years. Stock options granted to the other NEOs in 2023 vest 12/48ths on the 12-month anniversary of the date of grant, and 1/48th per month thereafter for the next three years, which is the same vesting schedule for stock options awarded as part of the company-wide annual equity grants in recent years. Stock options have an exercise price equal to 100% of the fair value of our common stock (the closing price of our common stock on the Nasdaq Global Select Market) on the date of grant. They have value only to the extent that the market price of our common stock increases after the grant date. Stock options remain exercisable until expiration of the stock option (10 years after the date of grant) or earlier in some cases, such as after termination of service. See the “Compensation Related to Leadership Transition” section of this CD&A for additional information regarding grants made to Mr. Hardy in 2023.

  111. Stock Options

    | 2024 Proxy Statement | 81 |

  112. Stock Options

    We believe stock options further emphasize the pay-for-performance link and that the multi-year vesting schedule provides our NEOs an incentive to work to generate increased stockholder value to the Company over the long term.

  113. Compensation Committee Considerations

    Compensation Committee Considerations The equity compensation granted to the NEOs in March 2023 was determined based on a number of factors. The Compensation Committee gave particular consideration to our performance, and also considered equity grants of the 2023 Peer Group, data from the Radford Life Sciences survey and the Compensation Consultant, as well as burn rate and dilution. For a discussion of the methodology and assumptions used in determining the valuation of our equity awards, see Notes 1 and 13, respectively, to our financial statements for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 26, 2024. In determining the allocation of stock options and RSUs (service-based and performance-based), the Compensation Committee considered a variety of factors, including the effect on the total number of shares to be issued under our equity plan, peer group practices and the comparative value of stock options and RSUs. Overall, the Compensation Committee sought to set equity compensation to be competitive in the market to retain the talent that the Company needs. The considerations in differentiating the value of grants among the NEOs were principally level of responsibility and experience. The Compensation Committee also considered historic grants, retention value, level of responsibility, experience of individual, individual contribution and expected future contribution. We have reviewed our historical stock option grant practices to consider if the stock options were properly dated. Based on such review, we believe that all stock options were issued on the date approved by the Board or a properly authorized committee and that the exercise price for each stock option issued since the date of our initial public offering was the closing price of our common stock on the date of issuance, unless the stock option grant specifically approved a different price in accordance with the terms of the applicable stock option plan pursuant to which such stock option was granted.

  114. New CEO Compensation

    New CEO Compensation We entered into an employment agreement with Mr. Hardy in connection with his appointment as our CEO effective December 1, 2023 (the Effective Date). Under the employment agreement, Mr. Hardy’s compensation consists of sign-on components and regular ongoing components. The sign-on components are generally intended as “make whole” compensation for the potential bonus and equity forfeited by Mr. Hardy in connection with his departure from his prior employer, given the timing of the transition late in the year. The sign-on compensation components consist of: •a signing bonus of $900,000 (as a “make whole” component for a potential forfeited bonus at his prior employer, given the timing of the transition late in the year); •service-based RSUs with value of $5.75 million, 25% of which shall vest on each of the first, second, third and fourth anniversaries of the Effective Date, subject to Mr. Hardy’s continued service; •service-based RSUs with value of $4 million (as a “make whole” component for equity forfeited at his prior employer), which shall vest as to one third (1/3) of the shares on each of the first, second and third anniversaries of the Effective Date, subject to Mr. Hardy’s continued service (the Three-Year RSUs); and •non-statutory stock options with value of $5.75 million, 25% of which shall vest on the first anniversary of the Effective Date and 1/48th of which shall vest on the same day of each month thereafter, subject to Mr. Hardy’s continued service. As discussed above, Mr. Hardy was not eligible to participate in the 2023 annual cash incentive plan and was not granted any performance-based equity awards for 2023 as he was appointed as our CEO effective December 1, 2023. The vesting of all of the equity awards granted to Mr. Hardy will only accelerate upon a both a change-in-control and a qualifying termination of employment (commonly referred to as a “double trigger”) and, except as described below with respect to the Three-Year RSUs, are otherwise subject to the same vesting treatment as equity awards granted to other NEOs in the event of a voluntary termination, involuntary termination without cause, and termination in connection with a change in control. See the “Retirement, Severance and Change in Control Arrangements” section in this CD&A and “Executive Compensation Tables—Potential Payments upon Termination or Change in Control” section of this Proxy Statement. Upon an involuntary termination without cause, the Three-Year RSUs, which is intended as a “make whole” for equity forfeited by Mr. Hardy in connection with his departure from his prior employer, will vest in full, and the remaining equity awards will accelerate as if the separation date were one year later and, for any award with performance based vesting, as if the Company achieved 100% of target levels for such award. Mr. Hardy’s regular ongoing compensation components consist of: •base salary of $1.05 million; •2024 bonus opportunity of 110% of base salary; and •2024 equity grant that is majority performance-based with a target value of $11.5 million (60% performance-based RSUs, 25% service-based RSUs and 15% options). Mr. Hardy’s base salary was set in connection with his hiring and the related arm’s length negotiations, and the Compensation Committee and the Board took into account and considered peer group data, role and responsibilities, recognition for achievements, regulatory or contractual requirements, budgetary constraints, and market trends. In setting Mr. Hardy’s base compensation, the Compensation Committee and the Board exercised prudence in response to stockholder concerns on CEO compensation by setting his base salary below the market median in consideration of this being his first role as CEO of a public company, among other factors. In addition, the Compensation Committee and the Board established more stringent goals for the performance-based RSUs, which constitute 60% of Mr. Hardy’s total 2024 equity grant. Specifically, 60% of the performance-based RSUs granted to Mr. Hardy are based on relative total shareholder return and: •the target achievement (for 100% of the target number of performance-based RSUs to be earned) was increased 5%, from 50th percentile to 55th percentile; and •the maximum achievement (for 200% of the target number of performance-based RSUs to be earned) was increased 5%, from 75th percentile to 80th percentile. Both the annual and long-term incentive targets for Mr. Hardy in 2024 have been set below those of our prior CEO and below market median. The 2024 target pay mix contains approximately 96% “at risk,” consistent with prior practice. Mr. Hardy’s 2024 equity grant is also subject to double trigger vesting and other termination benefits that are less favorable than those of our prior CEO, as described below under the “Retirement, Severance and Change in Control Arrangements” section of this CD&A.

  115. Former CEO Compensation

    Former CEO Compensation To facilitate a smooth and effective CEO transition, we entered into the Separation Agreement and the Consulting Agreement with Mr. Bienaimé, our outgoing CEO. The compensation Mr. Bienaimé is entitled to receive in connection with his retirement pursuant to the Separation Agreement and Consulting Agreement, subject to confidentiality and non-disparagement obligations, consists of: •Mr. Bienaimé’s annual cash incentive for 2023 as if he had remained employed as CEO in recognition of Mr. Bienaimé’s 2023 contribution and in light of the fact that he served as CEO for most of the year; •paid premiums under COBRA for up to 13 months following his retirement date of November 30, 2023; •$146,000 per month for the first six months of the initial term of the Consulting Agreement, and $73,000 per month for the next seven months of the initial term (the initial term ending on December 31, 2024); •as previously disclosed, continued vesting of Mr. Bienaimé’s unvested equity awards during the term of the Consulting Agreement in accordance with the applicable award agreements and, pursuant to the existing terms of the Company’s retirement benefit policy, except in the case of a termination of the Consulting Agreement by the Company due to Mr. Bienaimé’s material breach thereof, such awards shall continue to vest even after the term of the Consulting Agreement and remain exercisable through the natural life of the award; and •upon a Change in Control (as defined in the Consulting Agreement), 100% vesting of all his outstanding service-based vesting equity awards and target amounts of outstanding performance-based equity awards. Mr. Bienaimé did not receive severance pay associated with his transition from the CEO role and no new equity (other than the pro-rated new director grant awarded to him in connection with his service as a non-employee director after stepping down from the CEO position on December 1, 2023), bonus or other executive benefits were included in the agreements. The continued vesting of outstanding equity awards is the same benefit that Mr. Bienaimé would have received under the applicable policy if he had stayed as CEO through December 31, 2024. In addition, the consulting fees are designed to reflect a full-time commitment to support the success of the leadership transition for six months in support of the later phase of the transition. Consulting fees, and commitment, decrease by half after six months. These provisions were determined by the Board to facilitate a timely and smooth transition to a new CEO.

  116. Other Benefits and Perquisites

    •Health Assessments. We offer our executive officers, including our NEOs, annual comprehensive health assessments at a local medical facility. •Personal Security. The personal safety and security of our employees, including our NEOs, is of the utmost importance. As such, we provided certain security services to Mr. Bienaimé, namely the installation and maintenance of security measures for his personal residence. Although we viewed the security services provided for Mr. Bienaimé as a necessary and appropriate business expense, because they may be viewed as conveying a personal benefit to him, we have reported the aggregate incremental costs to the Company of these services under “All Other Compensation” in the “Summary Compensation Table” in this Proxy Statement. These security services are valued at actual costs billed by outside vendors. The Compensation Committee believes the amounts paid by the Company for these services are reasonable, necessary and for our company’s benefit. Mr. Bienaimé is no longer entitled to this benefit given his transition from the CEO role. •Aircraft Use. The Company has a fractional ownership interest in corporate aircraft. In 2023, a personal guest of Mr. Bienaimé accompanied him on eight business trips on corporate aircraft in which the Company has a fractional interest. In August 2021, Mr. Bienaimé entered into a Board-approved U.S. Federal Aviation Administration (FAA) compliant timeshare agreement with the Company pursuant to which Mr. Bienaimé will reimburse the Company for all incremental costs associated with non-business related flights taken by Mr. Bienaimé on a corporate aircraft in which the Company has a fractional interest in accordance with FAA regulations. In 2023, Mr. Bienaimé did not take any non-business related flights utilizing the aircraft timeshare agreement. In February 2024, we terminated the timeshare agreement with Mr. Bienaimé. We also offer our NEOs certain retirement, severance, and change in control benefits. See the “Retirement, Severance and Change in Control Arrangements” section below.

  117. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Our NEOs are eligible to enroll in our Nonqualified Deferred Compensation Plan under which they may elect to defer up to 100% of RSU awards and up to 50% of salary and annual cash incentive awards, in each case subject to limitations to allow us to make necessary withholding payments, and thereby defer taxation of these deferred amounts until actual payment of the deferral amounts in future years. See the table within the “Nonqualified Deferred Compensation Plan” section of this Proxy Statement for detailed information regarding the account balances for each NEO.

  118. Retirement, Severance and Change in Control Arrangements

    Retirement, Severance and Change in Control Arrangements We have employment agreements with all of our executive officers (including all of our NEOs) that provide severance benefits if the executive is terminated without cause or in connection with a corporate transaction or change in control or if an executive terminates employment with us for a good reason specified in the employment agreement (e.g., a change in work location of more than a specified distance from the previous location). See the “Potential Payments Upon Termination or Change in Control” section of this Proxy Statement for a more detailed discussion of the terms of these arrangements and the amounts payable to our NEOs under them. We believe that these arrangements enhance retention in the face of the disruptive impact of a highly competitive industry and any possible change in control of the Company. In addition, the program is intended to align executive and stockholder interests by enabling executives to consider corporate transactions that are in the best interests of our stockholders and other constituents without undue concern over whether the transactions may jeopardize the executives’ own employment. No post-employment benefits are payable to our NEOs under their employment agreements if their termination is for cause, for a voluntary resignation (other than as set forth above), retirement or due to death (except for company-provided life insurance policies described under the “Other Benefits and Perquisites” section of this CD&A and the acceleration of vesting upon death described below). To be consistent with peer company practices and serve as a valuable benefit for employee recruitment and retention, we have a policy for the acceleration of equity awards upon the death of an employee (including our NEOs). Upon the death of an employee, all the employee’s unvested equity awards with service-based vesting vest in full and all unvested equity awards with performance-based vesting vest in full as if the target level of performance had been achieved, and options remain exercisable for one year after death. As of December 31, 2023, each of our NEOs was eligible for this benefit. To reward long-standing service to the Company, our Retirement Benefit for Directors and Senior Officers provides that directors and officers with a title of “Vice President” or above who have a combined age and total term of employment (or service as director) of at least 65 years at the time of terminating service to the Company for any reason other than cause are permitted to exercise all their stock options that were both vested and outstanding as of the date of termination of service through the 10-year contractual term of their stock options, as if their service were continuing. As of December 31, 2023, each of our NEOs other than Mr. Hardy was eligible for this benefit.

  119. Retirement, Severance and Change in Control Arrangements

    | 2024 Proxy Statement | 85 |

  120. Retirement, Severance and Change in Control Arrangements

    We also have a retirement benefit policy applicable to certain of the Company’s senior executives at the Senior Vice President level or above, including the NEOs, but excluding the CEO. The retirement benefit provides that, upon a senior executive’s attainment of age 64 and completion of at least five years of service with the Company, (i) the executive’s then-unvested RSUs and (ii) RSU grants and non-qualified stock option award grants made after adoption of the retirement benefit (except award grants made pursuant to award agreements that specifically exclude the retirement benefit), whether service-based or performance-based, will continue to vest according to their terms, whether or not the executive’s service is continuing; provided, however, that the executive’s service is not terminated for cause. As of December 31, 2023, Dr. Fuchs was the only NEO eligible for this benefit. This retirement benefit policy was amended in December 2022 to provide that the benefit described above applies upon a termination for any reason except for cause if the senior executive attained (i) age 64 and completed at least five years of continuous service with the Company or (ii) age 55 and completed at least seven years of continuous service with the Company; provided, however, that the executive provides the Company at least 12 months’ but not more than 18 months’ prior notice before their continuous service terminates, if the termination is by the executive’s voluntary decision. The amended retirement benefit policy only applies to awards granted in December 2022 and afterwards, whereas the old policy would apply for awards made prior to December 2022. As of December 31, 2023, Mr. Ajer and Dr. Fuchs were the only NEOs eligible for this benefit under the amended retirement benefit policy. Furthermore, in May 2020, the Compensation Committee approved a retirement benefit applicable to the former CEO to encourage his retention and provide parity with the Company’s other senior executives. The retirement benefit provided that, if the former CEO remained in his position through December 31, 2024, then any RSU grants and non-qualified stock option award grants made after adoption of the retirement benefit (except award grants made pursuant to award agreements that specifically exclude the retirement benefit), whether service-based or performance-based, would continue to vest according to their terms, whether or not the former CEO’s service continues; provided, however, that his service was not terminated for cause. As described above, the Consulting Agreement provides for the continued vesting of outstanding equity awards held by Mr. Bienaimé, which is the same benefit he would have received under the retirement benefit. Mr. Hardy is not eligible for this benefit. Our Decision-Making Process The Compensation Committee supervises the implementation of our compensation program to ensure it is consistent with our compensation philosophy. The Compensation Committee Charter requires that the Compensation Committee meet when deemed necessary or desirable by the Compensation Committee or its Chair, generally at least four times per year. The agenda for each meeting is usually developed by the Chair of the Compensation Committee, in consultation with our CEO, head of Human Resources, Chief Legal Officer and the Compensation Consultant. The Compensation Committee meets regularly in executive session. However, Mr. Hardy, our CEO, Mr. Davis, our Executive Vice President, Chief Legal Officer and Secretary, and Ms. Amy Wireman, our Executive Vice President, Chief People Officer, in addition to the Compensation Consultant, regularly attend portions of the Compensation Committee meetings to provide analysis and information to assist the Compensation Committee with its recommendations on various human resources and compensation matters. The members of management generally do not participate in the executive sessions of the Compensation Committee unless invited by the Compensation Committee to provide specific information during closed session. No individual member of management is present for votes related to such individual’s compensation.

  121. Compensation Consultant

    Compensation Consultant The Compensation Committee is authorized to select and retain independent advisors and counsel to assist in carrying out its duties and responsibilities. The Company provides appropriate funding to the Compensation Committee to do so. The Compensation Consultant reports directly to the Compensation Committee, which retains sole authority to direct the work and employ the Compensation Consultant. Since May 2021, Aon’s Human Capital Solutions practice, a division of Aon plc (Aon) has served as the Compensation Consultant to the Compensation Committee. The Compensation Consultant conducts analyses and provides advice on, among other things, the appropriate peer group, executive compensation for our CEO and other executive officers, equity compensation, and compensation trends in the biotechnology industry. As part of its analysis, the Compensation Consultant collects and analyzes compensation information from a comparative group of biotechnology companies or “peer group” approved by the Compensation Committee. The Compensation Committee evaluates the criteria used in establishing the peer group at least annually, to ensure that it appropriately represents the companies competing with us to attract and retain talent and represents a sufficiently broad group to provide meaningful data trends across multiple years. The Compensation Committee seeks input from management in addition to the Compensation Consultant to ensure the peer group is consistent with our current business model. The peer group used for 2023 is discussed below. The Compensation Committee regularly reviews the services provided by the Compensation Consultant and believes that the engagement is consistent with Nasdaq listing standards and does not raise any conflicts of interest. The Compensation Committee continues to monitor the independence of its Compensation Consultant on a periodic basis. In March 2024, Aon affirmed to the Compensation Committee that the total fees paid to it by BioMarin do not represent a significant concentration of its revenue for its most recent fiscal year, that it had policies in place to mitigate conflicts of interest, that it was not aware of any business or personal relationships between the members of its consulting team serving BioMarin and any member of the Compensation Committee, that it was not aware of any member of its consulting team serving BioMarin owning any stock of BioMarin, and that it is not aware of any business or personal relationships between Aon or the Company’s executive officers. The total dollar amount of services that Aon provided to BioMarin in 2023 was $569,649, of which approximately $552,281 was paid in connection with executive and director remuneration services, including pay-for-performance disclosure and governance support, and approximately $17,368 was paid in connection with non-compensation related services. The Compensation Committee has reviewed the level of services provided to BioMarin by Aon and does not believe the services give rise to a conflict of interest or compromise Aon’s independence in advising the Compensation Committee.

  122. Compensation Consultant

    | 2024 Proxy Statement | 87 |

  123. Peer Group Process

    Peer Group Process The Compensation Committee, with the support of the Compensation Consultant and management, reviews trends in biotechnology company compensation practices and reviews and approves the list of peer companies used in the later stages of the process. The Compensation Committee seeks input from management and the Compensation Consultant to ensure the peer group is consistent with our current business model. The Compensation Committee evaluates the criteria used in establishing the peer group to ensure that it appropriately represents the companies competing with us to attract and retain the best employees, who are necessary to drive long-term stockholder value. The selection of peer group companies is based on various factors including size, market capitalization, development stage, product revenue and product focus. The peer group companies used to set executive compensation for 2023 (the 2023 Peer Group) included commercial biotechnology and specialty pharmaceutical companies with the following features:

  124. Peer Group Process

    | business models with a therapeutic focus and development stage product candidates | revenue generally between $1.0 billion and $5.0 billion | located predominantly in major biotechnology centers |

  125. Peer Group Process

    The Compensation Committee sets the ranges for the criteria to ensure that it will capture a broad set of companies. The Compensation Committee believes that this provides the best long-term trend data and minimizes year-to-year changes caused by excessive numbers of companies being added or removed due to acquisitions or product successes or failures or other major corporate events. The Compensation Committee deliberately did not include in the 2023 Peer Group any companies outside the biotechnology and specialty pharmaceutical industries, such as contract research organizations and scientific instrument and materials manufacturing and testing companies. Those companies were excluded for the following reasons:

  126. Peer Group Process

    | their business models are very different from biotechnology companies like BioMarin | they lack the growth and risk profiles of companies in the biotechnology and specialty pharmaceutical industries | they do not share common financial and operational characteristics of biopharmaceutical companies (for example, high gross margins and significant R&D expenses) |

  127. Peer Group Process

    The 2023 Peer Group is below:

  128. Peer Group Process

    | Alnylam Pharmaceuticals, Inc. BeiGene Ltd. Biogen Inc. Exelixis, Inc. Horizon Therapeutics plc(1) | Incyte Corporation Ionis Pharmaceuticals Jazz Pharmaceuticals plc Neurocrine Biosciences, Inc. | Regeneron Pharmaceuticals, Inc. Seagen Inc.(1) United Therapeutics Corporation Vertex Pharmaceuticals Incorporated |

  129. Peer Group Process

    (1)Horizon Therapeutics plc and Seagen Inc. were acquired during 2023 and no longer public as of December 29, 2023. As shown below, when comparing BioMarin against the companies in its 2023 Peer Group (using data as of December 29, 2023 and excluding companies that were no longer public as of such date), our number of employees, our one-year revenue growth and our market capitalization each falls between the median and the 75th percentile, our revenue falls just above the median, our net income falls between the 25th percentile and the median, our total shareholder return (TSR) over the most recent one year is at median, and our TSR over the most recent three years falls between the 25th percentile and the median.

  130. Peer Group Process

    | | Employees | Revenue (in millions) | 1-Year Revenue Growth | Net Income (in millions) | Market Capitalization (in millions) | 1-Year TSR | 3-Year TSR | | 75th Percentile | 6,763 | $6,724 | 23% | $1,181 | $29,310 | 29% | 14% | | 50th Percentile (Median) | 2,324 | $2,205 | 8% | $191 | $13,353 | -6% | 6% | | 25th Percentile | 1,212 | $1,779 | 1% | $-165 | $9,371 | -20% | -6% | | BioMarin | 3,082 | $2,311 | 15% | $147 | $17,948 | -6% | 4% | | BioMarin Percentile Rank | 61% | 51% | 65% | 46% | 58% | 50% | 44% |

  131. Peer Group Process

    The Compensation Committee also reviews the compensation levels and disclosed program design for executives of Amgen, Inc., and Gilead Sciences, Inc., as we regularly compete with these companies for employees, particularly for senior positions. However, we generally do not use compensation data from these companies in making pay decisions that directly impact the CEO or other NEO positions because revenues and market capitalizations for these companies are significantly higher than BioMarin’s.

  132. Peer Group Process

    | 88 | 2024 Proxy Statement |

  133. Peer Group Process

    After the list of peer companies is approved, management presents recommendations to the Compensation Committee regarding proposed adjustments to compensation elements and a variety of supporting data, including compensation information from the peer group and the Radford Global Life Sciences Compensation survey and additional survey sources from the Compensation Consultant. This is presented individually for each executive officer, including the NEOs, and based on classes of positions for all other employees. Management and the Compensation Consultant each include significant supporting data with the presentation. These recommendations are discussed with and without management present and are discussed with the Compensation Consultant. The Compensation Committee then determines what, if any, adjustments to the compensation elements are appropriate for employees other than the CEO. The Compensation Committee also reviews market information provided by the Compensation Consultant, considers the CEO’s performance and experience and makes recommendations for adjustments to the CEO’s compensation. These discussions are conducted in executive sessions without involvement by management. In particular, our CEO does not play any role with respect to any matter affecting his own compensation and is not present when the Compensation Committee discusses and formulates the compensation recommendation. The Compensation Committee then presents the recommendations for the CEO to the Board for consideration and approval. The Board must approve each of the CEO’s individual compensation elements. Other Considerations and Policies

  134. Accounting and Tax Considerations

    Accounting and Tax Considerations Nonqualified Deferred Compensation — Code Section 409A regulates nonqualified deferred compensation arrangements, including the time and form of payment. A discussion of our nonqualified deferred compensation arrangements is provided under the “Nonqualified Deferred Compensation” section of this CD&A. Accounting for Stock-Based Compensation — Stock-based compensation is accounted for in accordance with Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) Topic 718, Compensation – Stock Compensation, which requires us to estimate and record an expense for each equity award over the vesting period of the award. For valuation methodology and assumptions used in determining these values, see Notes 1 and 13, respectively, to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 26, 2024. Generally, the Compensation Committee does not make compensation decisions based on the tax or accounting treatment of any particular form of compensation; however, it has considered and approved and may in the future consider the grant of alternative equity incentives to our NEOs in lieu of certain forms of equity grants in light of the accounting impact of FASB ASC Topic 718 with respect to equity grants and other considerations. Section 162(m) — Section 162(m) of the Code (Section 162(m)) generally provides that publicly held companies may not deduct compensation paid to certain of their top executive officers to the extent that such compensation exceeds $1 million per officer in any year. While the Compensation Committee considers the deductibility of awards as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the compensation is not deductible by us for tax purposes.

  135. Elizabeth McKee Anderson, Chair Robert J. Hombach V. Bryan Lawlis, Ph.D. David E.I. Pyott, M.D. (Hon.)

    | Name and Principal Position | Year | Salary(1) | Bonus | Stock Awards(2) | Option Awards(3) | Non-Equity Incentive Plan Compensation(4) | All Other Compensation(5) | Total | | Alexander Hardy President and CEO | 2023 | $64,615 | $900,000(6) | $10,662,587 | $6,207,816 | $— | $40,218 | $17,875,236 | | | (7) | — | — | — | — | — | — | — | | | (7) | — | — | — | — | — | — | — | | Jean-Jacques Bienaimé Former CEO and Former Chairman of the Board | 2023 | $1,479,423 | — | $15,949,610(8) | $2,370,990(9) | $1,668,000 | $507,997 | $21,976,020 | | | 2022 | 1,313,954 | — | 12,962,836 | 1,866,566 | 2,109,612 | 98,912 | 18,351,880 | | | 2021 | 1,260,000 | — | 11,342,306 | 3,247,040 | 2,343,600 | 69,592 | 18,262,538 | | Brian R. Mueller Executive Vice President, Finance and CFO | 2023 | $666,346 | — | $2,947,369 | $832,004 | $384,750 | $23,723 | $4,854,192 | | | 2022 | 624,231 | — | 3,104,558 | 852,883 | 500,850 | 24,762 | 5,107,284 | | | 2021 | 600,000 | — | 2,773,957 | 793,742 | 511,500 | 19,966 | 4,699,165 | | Jeff Ajer Executive Vice President, Chief Commercial Officer | 2023 | $669,231 | — | $3,094,233 | $873,661 | $405,000 | $28,232 | $5,070,357 | | | 2022 | 638,269 | — | 3,357,648 | 922,027 | 512,775 | 26,619 | 5,457,338 | | | 2021 | 610,000 | — | 2,941,280 | 841,896 | 567,300 | 24,933 | 4,985,408 | | Henry J. Fuchs, M.D. President, Worldwide R&D | 2023 | $818,269 | — | $6,792,991 | $1,456,102 | $563,063 | $30,393 | $9,660,818 | | | 2022 | 782,308 | — | 6,063,957 | 1,152,293 | 680,388 | 25,508 | 8,704,454 | | | 2021 | 750,000 | — | 4,202,276 | 1,202,572 | 755,600 | 18,918 | 6,929,366 | | C. Greg Guyer, Ph.D. Executive Vice President, Chief Technical Officer | 2023 | $662,308 | — | $3,817,386 | $769,518 | $422,100 | $29,807 | $5,701,119 | | | 2022 | 624,231 | — | 3,104,558 | 852,883 | 500,850 | 27,028 | 5,109,550 | | | 2021 | 600,000 | 500,000 | 2,858,206 | 817,979 | 558,000 | 93,064 | 5,427,248 |

  136. Elizabeth McKee Anderson, Chair Robert J. Hombach V. Bryan Lawlis, Ph.D. David E.I. Pyott, M.D. (Hon.)

    | Executive Benefits and Payments Upon Termination or Change in Control(1) | Involuntary Termination Without Cause | | Change in Control-Continued Employment | | Change in Control-Terminated | | | Alexander Hardy: | | | | | | | | Cash Severance | $ | 1,575,000 | $ | — | $ | 2,100,000 | | Cash Incentive | | — | | — | | — | | Stock award vesting acceleration | | 6,354,287(2) | | —(3) | | 11,726,188(4) | | Benefits and Perquisites: | | | | | | | | COBRA Premiums | | 79,445 | | — | | 105,927 | | Outplacement Services | | 50,000(5) | | — | | 50,000(5) | | Total | $ | 8,058,732 | $ | — | $ | 13,982,114 | | Jean-Jacques Bienaimé(6): | | — | | — | | — | | Brian R. Mueller: | | | | | | | | Cash Severance | $ | 1,620,000 | | — | $ | 2,160,000 | | Cash Incentive | | 405,000 | | — | | 405,000 | | Stock award vesting acceleration | | 3,296,055(7) | | 9,041,228(8) | | 9,041,228(9) | | Benefits and Perquisites: | | | | | | | | COBRA Premiums | | 79,445 | | — | | 105,927 | | Outplacement Services | | 50,000(5) | | — | | 50,000(5) | | Total | $ | 5,450,500 | $ | 9,041,228 | $ | 11,762,154 | | Jeff Ajer: | | | | | | | | Cash Severance | $ | 1,620,000 | | — | $ | 2,160,000 | | Cash Incentive | | 405,000 | | — | | 405,000 | | Stock award vesting acceleration | | 3,486,797(10) | | 9,610,092(11) | | 9,610,092(12) | | Benefits and Perquisites: | | | | | | | | COBRA Premiums | | 55,284 | | — | | 74,432 | | Outplacement Services | | 50,000(5) | | — | | 50,000(5) | | Total | $ | 5,617,621 | $ | 9,610,092 | $ | 12,299,524 | | Henry J. Fuchs, M.D.: | | | | | | | | Cash Severance | $ | 2,041,875 | | — | $ | 2,722,500 | | Cash Incentive | | 536,250 | | — | | 536,250 | | Stock award vesting acceleration | | 7,381,883(13) | | 17,957,801(14) | | 17,957,801(15) | | Benefits and Perquisites: | | | | | | | | COBRA Premiums | | 25,662 | | — | | 34,216 | | Outplacement Services | | 50,000(5) | | — | | 50,000(5) | | Total | $ | 10,035,670 | $ | 17,957,801 | $ | 21,300,767 |

  137. Annual Total Compensation of CEO

    | Year | Summary Compensation Table Total for PEO 1(1) ($) | Summary Compensation Table Total for PEO 2(1) ($) | Compensation Actually Paid to PEO 1(1)(2)(3) ($) | Compensation Actually Paid to PEO 2(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on:(4) | | GAAP Net Income (Loss) ($ Millions) | Managed Sales Revenue ($ Millions)(5) | | | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2023 | 21,976,020 | 17,875,236 | 15,757,509 | 18,518,864 | 6,321,622 | 5,564,948 | 114.04 | 118.87 | 167.6 | 2,241 | | 2022 | 18,351,880 | — | 34,379,532 | — | 6,114,555 | 10,821,939 | 122.40 | 113.65 | 141.6 | 1,914 | | 2021 | 18,262,538 | — | 18,390,254 | — | 5,510,297 | 5,670,256 | 104.49 | 126.45 | (64.1) | 1,655 | | 2020 | 18,146,399 | — | 22,341,893 | — | 5,195,953 | 4,752,027 | 103.71 | 126.42 | 854 | 1,664 |

  138. Description of Relationship Between Compensation Actually Paid, Company Total Shareholder Return (TSR), and Peer Group TSR

    Description of Relationship Between Compensation Actually Paid, Company Total Shareholder Return (TSR), and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR over the four most recently completed fiscal years, and the Nasdaq Biotechnology Index over the same period.

  139. PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR

  140. PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR

    | ■ | PEO 1 Compensation Actually Paid | ■ | PEO 2 Compensation Actually Paid | ■ | Average Non-PEO NEO Compensation Actually Paid | | Biomarin TSR | | Nasdaq Biotechnology Index TSR |

  141. Description of Relationship Between Compensation Actually Paid and GAAP Net Income (Loss)

    Description of Relationship Between Compensation Actually Paid and GAAP Net Income (Loss) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our GAAP Net Income (Loss) during the four most recently completed fiscal years.

  142. Description of Relationship Between Compensation Actually Paid and GAAP Net Income (Loss)

    | 2024 Proxy Statement | 109 |

  143. PEO and Average Non-PEO NEO Compensation Actually Paid Versus GAAP Net Income (Loss)

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus GAAP Net Income (Loss)

  144. PEO and Average Non-PEO NEO Compensation Actually Paid Versus GAAP Net Income (Loss)

    | ■ | PEO 1 Compensation Actually Paid | ■ | PEO 2 Compensation Actually Paid | ■ | Average Non-PEO NEO Compensation Actually Paid | | GAAP Net Income (Loss) |

  145. Description of Relationship Between Compensation Actually Paid and Managed Sales Revenue

    Description of Relationship Between Compensation Actually Paid and Managed Sales Revenue The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Managed Sale Revenue ($ in Millions) during the four most recently completed fiscal years.

  146. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Managed Sales Revenue

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus Managed Sales Revenue

  147. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Managed Sales Revenue

    | ■ | PEO 1 Compensation Actually Paid | ■ | PEO 2 Compensation Actually Paid | ■ | Average Non-PEO NEO Compensation Actually Paid | | Managed Sales Revenue |

  148. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Managed Sales Revenue

    | 110 | 2024 Proxy Statement |