DEF 14A of Biomarin Pharmaceutical Inc, Apr 8, 2025

DEF 14A of Biomarin Pharmaceutical Inc

Filed Apr 8, 2025 · FY20240001048477-25-000045

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 (removed aircraft use benefits in 2024) No guaranteed bonuses or base salary increases No tax gross-ups on severance or change in control benefits

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    | 18 | 2025 Proxy Statement |

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    | | | | | 1 | Election of Directors | | | | Each of the 10 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 Timothy P. Walbert, who joined the Board in February 2025. Elaine J. Heron, Ph.D., and David E.I. Pyott, M.D. will not stand for re-election at the Annual Meeting and the size of the Board will be decreased from 12 to 10. 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 Each nominee receiving greater number of votes cast “FOR” than votes cast “AGAINST” by stockholders entitled to vote thereon will be elected to the Board. | | | | 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. 10 of our current 12 directors are new to the Board since January 2016, which averages out to approximately one new director refresh per year over the last decade. In addition, 5 of our 10 director nominees included in this Proxy Statement are new to the Board since 2022. | | | | | The Board recommends a vote in favor of each nominee named in Proposal 1. |

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    | 2025 Proxy Statement | 19 |

  5. 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, 2025, 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.

  6. WHAT WE DON’T DO

    | | | | | Elizabeth McKee Anderson Director, GSK PLC Director, Insmed, Inc. Director, Revolution Medicines, Inc. Age: 67 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. | |

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    | 20 | 2025 Proxy Statement |

  8. WHAT WE DON’T DO

    | | | | | Barbara W. Bodem Director, Enovis Corp. Director, Option Care Health, Inc. Age: 57 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. and Turning Point Therapeutics, Inc. She also served on the board of Invacare Corporation. She holds a B.S. in Finance and an M.B.A from Indiana University. | |

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    | 2025 Proxy Statement | 21 |

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    | | | | | Athena Countouriotis, M.D. Co-founder, President, Chief Executive Officer and Chairperson, Avenzo Therapeutics Director, Iovance Biotherapeutics, Inc. Director, Passage Bio, Inc. Age: 53 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. | |

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    | 22 | 2025 Proxy Statement |

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    | | | | | Willard Dere, M.D. Professor Emeritus of Internal Medicine at the University of Utah Chief Advisor to the CEO and Chief Medical Officer (Part-Time), Angitia Biopharmaceuticals Director, Mersana Therapeutics, Inc. Director, Seres Therapeutics, Inc. Director, Metagenomi, Inc. Age: 71 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 Advisor to the Chief Executive Officer and Chief Medical 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. | |

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  14. WHAT WE DON’T DO

    | | | | | Mark J. Enyedy Former President and Chief Executive Officer of ImmunoGen, Inc. Age: 61 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. Mr. Enyedy currently serves as a director of Eden Topco Limited, a private holding company for Ergomed plc. Within the past five years, he served as a director of Ergomed plc, LogicBio Therapeutics, Inc., and Akebia Therapeutics, Inc. Mr. Enyedy also served on the boards of Fate Therapeutics, Inc., Keryx Biopharmaceuticals, Inc., 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. | |

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    | 24 | 2025 Proxy Statement |

  16. WHAT WE DON’T DO

    | | | | | Alexander Hardy President and Chief Executive Officer Age: 56 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. | |

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    | | | | | Maykin Ho, Ph.D. Director, Agios Pharmaceuticals Inc. Director, FibroGen, Inc. Director, Neumora Therapeutics, Inc. Age: 72 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. | |

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    | 26 | 2025 Proxy Statement |

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    | | | | | Robert J. Hombach Former Executive Vice President, CFO & COO, Baxalta Inc. Director, Embecta Corporation Director, Henry Schein, Inc. Age: 59 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, Henry Schein, Inc. a public company providing healthcare solutions to office-based dental and medical practitioners, and Seaport Therapeutics, Inc., a private biopharmaceutical 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. | |

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    | 2025 Proxy Statement | 27 |

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    | | | | | Richard A. Meier Chair of the Board Chief Executive Officer and Director, TwinMed, LLC Age: 65 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 currently serves as the Chief Executive Officer and a member of the board of directors of TwinMed, LLC, a private healthcare services company. He previously 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. | |

  23. WHAT WE DON’T DO

    (1)In January 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.

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    | 28 | 2025 Proxy Statement |

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    | | | | | Timothy P. Walbert Former Chairman, President and Chief Executive Officer, Horizon Therapeutics Senior Advisor, Amgen Director, Mirum Pharmaceuticals, Inc. Director, Century Therapeutics, Inc. Director, Sagimet Biosciences Inc. Age: 58 Director Since: February 2025 | | Key Skills and Experience The Board has nominated Mr. Walbert for his extensive experience in the biotechnology industry, including his experience in executive-level leadership and sales and marketing of both biotechnology and pharmaceutical products. Professional Highlights Timothy P. Walbert joined our Board in February 2025. Mr. Walbert is currently senior advisor at Amgen, a biotechnology company. Most recently, Mr. Walbert served as the chairman, president and chief executive officer of Horizon Therapeutics, a biopharmaceutical company, from 2008 to October 2023, when it was acquired by Amgen for $28.3 billion. Before joining Horizon, he was president, chief executive officer and director of IDM Pharma Inc., a public biotechnology company, which was acquired by Takeda America Holdings Inc., or Takeda, in June 2009. Before IDM, Mr. Walbert served as executive vice president, commercial operations at NeoPharm Inc., a public biotechnology company. From 2001 to 2005, he was divisional vice president and general manager, immunology, at Abbott, now AbbVie, leading the global development and launch of the multi-indication biologic HUMIRA, and served as divisional vice president, global cardiovascular strategy. From 1998 to 2001, Mr. Walbert served as director, CELEBREX North America, and arthritis team leader, Asia Pacific, Latin America and Canada, at G.D. Searle & Company. From 1991 to 1998, he also held sales and marketing roles with increasing responsibility at G.D. Searle, Merck & Co. Inc. and Wyeth. He serves on the boards of Mirum Pharmaceuticals, Century Therapeutics and Sagimet Biosciences, each public biotech companies. Additionally, he serves on the boards of Cour Pharmaceuticals, Odyssey Therapeutics and Latigo Therapeutics (chairman), each private clinical-stage biotech companies. He is also a member of the Board of Trustees of Muhlenberg College. He previously served on the board of directors for Aurinia Pharmaceuticals, a public pharmaceutical company, from 2020 to 2022, Exicure, a public biotechnology company, from 2019 to 2022, Assertio, a public biopharma company, from 2014 to 2020, Raptor Pharmaceutical Corp., a public biotechnology company, from 2010 to 2014; XOMA Corporation, a public biotechnology company, from 2011 to 2017 and Sucampo Pharmaceuticals Inc., a public biopharmaceutical company, from 2016 to 2018. He is also a member of Economic Club of Chicago, the Commercial Club of Chicago and the Civic Committee of the Commercial Club of Chicago. Mr. Walbert was a previous board member of the Biotechnology Innovation Organization (BIO), the Pharmaceutical Research and Manufacturing Association (PhRMA), the Illinois Biotechnology Innovation Organization (iBIO) and World Business Chicago. Mr. Walbert holds a B.A. in Business from Muhlenberg College in Allentown, PA. | |

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    | 2025 Proxy Statement | 29 |

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    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:

  28. WHAT WE DON’T DO

    | Directors | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Research & Development | | | | | | | | | | | 3/10 | | | Management of Biotechnology and Pharmaceutical Organizations | | | | | | | | | | | 10/10 | | | Clinical Trial Research | | | | | | | | | | | 3/10 | | | U.S. & International Drug Regulatory Processes | | | | | | | | | | | 4/10 | | | Compensation / Corporate Governance Matters | | | | | | | | | | | 6/10 | | | Finance / Accounting / Capital Markets | | | | | | | | | | | 9/10 | | | Manufacturing of Biotechnology & Small Molecule Drug Products | | | | | | | | | | | 4/10 | | | Business Development / Sales & Marketing | | | | | | | | | | | 9/10 |

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  30. WHAT WE DON’T DO

    Identifying and Evaluating Candidates for Director The CGN Committee uses a variety of methods for identifying and evaluating nominees for director. The CGN Committee, in consultation with the Chair of the Board, regularly assesses the composition of the Board and each committee of the Board to evaluate its effectiveness and whether or not changes should be considered to either the Board or any of the committees. The full Board annually determines the diversity of experience, specific skills and background that could improve the overall quality and ability of the Board to carry out its oversight of the Company and other functions.

  31. WHAT WE DON’T DO

    | In February 2025, we added Timothy P. Walbert as a new independent director to the Board. The Board engaged a third-party search firm to assist the Board with identifying a candidate based on a profile determined by the Board. Mr. Walbert was identified through such process and he was 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. The CGN Committee and the Board believe that Mr. Walbert’s extensive experience in the biotechnology industry, including his experience in executive-level leadership and sales and marketing of both biotechnology and pharmaceutical products, 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, including Mr. Walbert, as of the date of this Proxy Statement. |

  32. WHAT WE DON’T DO

    The Board has determined that the Board as a whole must have the right diversity, mix of characteristics and skills for the optimal functioning of the Board in its oversight of our Company. The Board believes that it should be composed of persons with skills and experience in areas such as: •biotechnology and pharmaceutical organizations (management, business development, sales & marketing); •clinical trial research; •finance and accounting; •manufacturing biotechnology and other pharmaceutical products; •U.S. and international drug regulatory processes; •intellectual property matters; •compensation and corporate governance matters; and •research and development.

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    | 2025 Proxy Statement | 31 |

  34. WHAT WE DON’T DO

    The Board’s process for identifying and evaluating nominees for director is detailed below:

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    | 1 | Identify Search Criteria •The first step in the general process is to identify the type of candidate the CGN Committee may desire for a particular opening, including establishing the specific target skill areas, experiences and backgrounds that are to be the focus of the director search. | | | 2 | Identify Director Candidates •Once the target characteristics are identified, the CGN Committee determines the best method for finding a candidate who satisfies the specified criteria. •The CGN Committee may consider candidates recommended by management, by the members of the CGN Committee, the Board, and stockholders, or the CGN Committee may engage a third party to conduct a search for possible candidates. | | | 3 | Stockholder Recommendations •In considering candidates submitted by stockholders, the CGN Committee will take into consideration the needs of the Board and the qualifications of the candidate. •Any stockholder recommendations submitted for consideration by the CGN Committee should include verification of the stockholder status of the person submitting the recommendation and the information set forth in the section of this Proxy Statement titled, “Additional Information–Questions and Answers about these Proxy Materials and Voting—How can I recommend a director nominee for consideration by the CGN Committee?” and be addressed to the Board, at 105 Digital Drive, Novato, CA 94949, c/o G. Eric Davis, Executive Vice President, Chief Legal Officer and Secretary. | | | 4 | Comprehensive Candidate Review •Once candidates are identified, the CGN Committee conducts an evaluation of qualified candidates. •The evaluation generally includes interviews as well as background and reference checks. •There is no difference in the evaluation process for a candidate recommended by a stockholder as compared to the evaluation process for a candidate identified by any of the other means. •While the CGN Committee has not established specific minimum criteria for a candidate, it has established important factors to consider in evaluating a candidate. These factors include: | | | | •independence •lack of potential conflicts of interest •strength of character •mature judgment •business understanding •experience with the pharmaceutical and/or biotechnology industries | •career specialization •relevant technical skills •diversity of experience, specific skills and background •availability and level of interest •capacity to devote time to Board activities •ability to fill a present need on the Board | | 5 | Recommendation to the Board •If the CGN Committee determines that a candidate should be nominated as a candidate for election to the Board, the candidate’s nomination is then recommended to the full Board, and the directors may in turn conduct their own review to the extent they deem appropriate. | | | 6 | Board Appointment •When the Board has agreed upon a candidate, such candidate is recommended to the stockholders for election at an Annual Meeting of Stockholders or appointed as a director by a vote of the Board as appropriate. | |

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    | 32 | 2025 Proxy Statement |

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    Stockholder Nominations In addition, our Amended and Restated Bylaws (Bylaws) permit stockholders to nominate directors (i) for inclusion in our proxy materials and consideration at an Annual Meeting of Stockholders pursuant to our proxy access bylaw and (ii) for consideration at an Annual Meeting of Stockholders without being included in our proxy materials. For a description of the process for nominating directors in accordance with our Bylaws, see the section of this Proxy Statement titled, “Additional Information–Questions and Answers about these Proxy Materials and Voting,” including the information under the headings, “How can I recommend a director nominee for consideration by the CGN Committee?” and “When are other proposals and director nominations for next year’s Annual Meeting due?” Director Independence The Board has affirmatively determined that, except for Mr. Hardy, all of our current directors are independent within the meaning of the applicable listing standards of The Nasdaq Stock Market LLC (Nasdaq) and relevant securities and other laws, rules and regulations regarding the definition of “independent” (the Independent Directors). There are no family relationships between any of our directors and any of our executive officers.

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    Corporate Governance This section describes key corporate governance guidelines and practices that we have adopted. Complete copies of our Corporate Governance Principles, the charters of the committees of the Board and our Global Code of Conduct and Business Ethics described below may be found in the “Governance” subsection of the “Investors” section of our website at www.biomarin.com. Alternatively, you can request a copy of any of these documents free of charge by writing to: G. Eric Davis, Executive Vice President, Chief Legal Officer and Secretary, c/o BioMarin Pharmaceutical Inc., 105 Digital Drive, Novato, CA 94949. Information on our website is NOT incorporated by reference in this Proxy Statement. Corporate Governance Highlights We are committed to exercising good corporate governance and frequently review our practices. We believe that good governance promotes the long-term interests of our stockholders and strengthens Board and management accountability. Highlights of our corporate governance practices include the following:

  40. WHAT WE DON’T DO

    | Stockholder Rights and Accountability | •In 2025, we adopted a majority voting standard for the election of directors in uncontested elections with director resignation policy as described below •Proxy access bylaw (3% holder for three years) | | Board Independence | •Separated position of independent Chair and CEO in December 2023 •All of our current directors and nominees for director are independent, other than Mr. Hardy, our CEO •Regular executive sessions of the Independent Directors •100% independent standing committee members •Board and committees may engage outside advisors independently of management | | Stock Ownership by Directors and Executives | •Stock ownership guidelines for directors and executive officers help to align their interests with stockholder interests •In 2021, we doubled our CEO’s stock ownership guideline threshold to six times his base salary, up from three times. In 2022, we increased our directors’ stock ownership guideline threshold from four to five times cash retainers •Prohibit short sales, transactions in put or call options, hedging transactions, or other inherently speculative transactions in our stock or engaging in margin activities | | Robust Compensation- Setting Process | •Independent compensation consultant reporting directly to the Compensation Committee •Maintain clawback policies that provide for the recovery of applicable incentive-based compensation received by current and former executive officers in the event of a required accounting restatement •Annual advisory approval of executive compensation | | Board Practices | •Commitment to diversity in terms of experience, specific skills and background •Annual Board and committee self-evaluations •Risk oversight by the full Board and committees •Corporate Governance Principles and robust Global Code of Conduct and Business Ethics •Financial Authority Policy, under which the Board must approve spend over a specified dollar threshold |

  41. WHAT WE DON’T DO

    | 34 | 2025 Proxy Statement |

  42. WHAT WE DON’T DO

    | Adoption of Majority Voting Standard for Uncontested Elections of Directors In February 2025, the Board adopted a majority voting standard for the election of directors in uncontested elections by amending our Bylaws. As such, in an uncontested election, each nominee must be elected by the vote of a majority of the votes cast. In order to receive a majority of the votes cast, the number of votes cast “FOR” must exceed the number of votes cast “AGAINST.” In connection with the adoption of the majority voting standard, the Board also amended our Corporate Governance Principles to update our director resignation policy. Under the updated policy, any incumbent director who is nominated for election or re-election must deliver an irrevocable resignation that would be effective upon (i) such director’s failure to receive the required vote and (ii) the Board’s acceptance of the resignation. If a director fails to achieve the required vote in an uncontested election, the CGN Committee would promptly consider the resignation and recommend to the Board the action to be taken on the offered resignation. The Board would act on the CGN Committee’s recommendation no later than 90 days following the date of the certification of the election results. The director whose resignation is under consideration shall not participate in the recommendation of the CGN Committee or deliberations of the Board with respect to his or her nomination. To the extent that a resignation is accepted, the CGN Committee would recommend to the Board whether to fill such vacancy or vacancies or to reduce the size of the Board. Our updated Bylaws and Corporate Governance Principles are available in the “Governance” subsection of the “Investors” section of our website at www.biomarin.com. Information on our website is NOT incorporated by reference in this Proxy Statement. |

  43. WHAT WE DON’T DO

    | 2025 Proxy Statement | 35 |

  44. WHAT WE DON’T DO

    Stockholder Engagement Our relationship with our stockholders is an important part of our corporate governance program. Engaging with our stockholders helps us to understand how they view us, set goals and expectations for our performance, and identify emerging issues that may affect our strategies, corporate governance, executive compensation practices, ESG matters or other aspects of our operations. We regularly engage with our stockholders through open dialogue and direct communication, including through the channels below:

  45. WHAT WE DON’T DO

    | | We participate in investor road shows, analyst meetings, and investor conferences, both virtually and in person. | | Stockholders are generally able to listen to investor conferences via our website. | | | We communicate with stockholders and other stakeholders through various media, including our annual report and SEC filings, proxy statement, news releases, and our website. | | Our conference calls for quarterly earnings releases are open to all. These calls are available in real time and as archived webcasts on our website for a period of time. |

  46. WHAT WE DON’T DO

    Stockholder Outreach We directly reach out to stockholders to hear their views on matters most important to them as investors in BioMarin. Although we do not have any formal threshold, we generally concentrate our outreach efforts on our largest stockholders. In 2024 and in early 2025, we continued our active engagement efforts to ensure stockholder interests were incorporated into our planning process for areas such as corporate strategy and the 2025 executive compensation program.

  47. WHAT WE DON’T DO

    | | | | | | Scope of Outreach Our outreach in 2024 through March 2025 included most of our top stockholders, representing holders of approximately | | BioMarin Participants •Richard A. Meier, our Chair •Alexander Hardy, our CEO •Brian R. Mueller, our Executive Vice President and CFO •Gregory R. Friberg, M.D., our Executive Vice President and Chief Research & Development Officer •Cristin Hubbard, our Executive Vice President and Chief Commercial Officer •Traci McCarty, our Group Vice President of Investor Relations •Henry J. Fuchs, M.D., our Former President of Worldwide Research & Development | Topics Discussed During our meetings with stockholders, we discussed various topics, including: •Business outlook and strategy •Leadership transitions •Corporate governance matters •Executive compensation philosophy and design Feedback from these discussions was relayed to, and considered by, the full Board and senior executives in their decision making related to these topics important to our stockholders. | | 65% | of our outstanding stock as of December 31, 2024. | | |

  48. WHAT WE DON’T DO

    Stockholder feedback is important, and the information we glean from stockholder engagement and outreach is highly valued by our Board and senior executives. In particular, our stockholders’ views and opinions on our executive compensation practices are extremely important to us. As stewards of good corporate governance, our Compensation Committee evaluates the design of our executive compensation program based on market conditions, stockholder views and other governance considerations. Please see the “Compensation Discussion and Analysis—Recent Say-on-Pay Vote and Stockholder Feedback” section of this Proxy Statement for details regarding how stockholder feedback has been reflected in our executive compensation program.

  49. WHAT WE DON’T DO

    | 36 | 2025 Proxy Statement |

  50. WHAT WE DON’T DO

    Board Structure and Operations Board Leadership Structure The Board believes that it is important to retain the flexibility to allocate the responsibilities of the offices of Chair and CEO in any manner that it determines to be in the best interests of the Company and its stockholders depending on the circumstances. The Board reviews its leadership structure periodically as part of its annual self-assessment process. In addition, the Board continues to monitor developments in corporate governance as well as the approaches of our peers.

  51. WHAT WE DON’T DO

    | Change in Leadership Structure In December 2023, the Board separated the positions of Chair and CEO in connection with our CEO transition. The Board believes that the separation of duties strengthens our corporate governance by creating independent leadership of the Board and allow the Chair to focus more on oversight, while our new CEO will be better able to focus on day-to-day operations of the Company. In addition, the Board removed the position of Lead Independent Director in light of the independence of the Chair of the Board. As discussed further below, the Board appointed Richard A. Meier as our Chair. Mr. Meier joined our Board in December 2006 and served as our Lead Independent Director from June 2015 until his appointment as Chair effective December 1, 2023. |

  52. WHAT WE DON’T DO

    The Board periodically reviews its leadership structure in light of the composition of the Board, the Company’s size, the nature of the Company’s business, the regulatory framework under which the Company operates, and other relevant factors to better align the operational leadership of the Company. Based on such review, and taking into consideration the change in leadership structure discussed above, the Board believes that separating the Chair and CEO positions is in the best interests of the Company and its stockholders at this time. This determination, in part, is in response to stockholder feedback and what the Board believes to be best governance practice for the Company at this time. In making this judgment, the Board took into account its evaluation of Mr. Meier’s prior performance as Lead Independent Director and as a current member of the Board, his positive relationship with the other directors, his vast expertise in the biopharmaceutical industry and proven track record of successful leadership, and the strategic perspective he would bring to the role of Chair. Mr. Meier has served as Chair since December 1, 2023.

  53. WHAT WE DON’T DO

    | The Chair is responsible for: •calling meetings of the Board; •presiding at meetings of the Board; •approving Board meeting schedules and meeting agendas; •approving Board meeting materials; and •being available for consultation with major stockholders. |

  54. WHAT WE DON’T DO

    The Board recognizes the importance of having a Board structure that will continue to promote the appropriate exercise of independent judgment by the Board. The Board, including each of its committees, also has complete and open access to any member of the Company’s management and the authority to retain independent advisors as the Board or such committee deems appropriate. Moreover, the Board holds regular executive sessions of the Independent Directors. In addition, all members of the Audit Committee, the CGN Committee, the Compensation Committee, the Science and Technology Committee and the newly established Transactions and Strategy Committee are Independent Directors, and the committee chairs have authority to hold executive sessions without management and non-Independent Directors present.

  55. WHAT WE DON’T DO

    | 2025 Proxy Statement | 37 |

  56. WHAT WE DON’T DO

    Director Engagement

  57. Equity Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Mark J. Alles(4) | 49,250 | — | — | 49,250 | | Elizabeth McKee Anderson | 98,500 | 365,045 | — | 463,545 | | Jean-Jacques Bienaimé(4) | 32,500 | — | 1,336,331 | 1,368,831 | | Barbara W. Bodem | 96,125 | 365,045 | — | 461,170 | | Athena Countouriotis, M.D. | 80,000 | 365,045 | — | 445,045 | | Willard Dere, M.D. | 98,000 | 365,045 | — | 463,045 | | Mark J. Enyedy | 96,125 | 365,045 | — | 461,170 | | Elaine J. Heron, Ph.D.(4) | 93,500 | 365,045 | — | 458,545 | | Maykin Ho, Ph.D. | 102,000 | 365,045 | — | 467,045 | | Robert J. Hombach | 102,000 | 365,045 | — | 467,045 | | V. Bryan Lawlis, Ph.D.(4) | 42,500 | — | — | 42,500 | | Richard A. Meier | 171,500 | 547,567 | — | 719,067 | | David E.I. Pyott, M.D. (Hon.)(4) | 93,000 | 365,045 | — | 458,045 | | Dennis J. Slamon, M.D., Ph.D.(4) | 37,500 | — | — | 37,500 |

  58. 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 |

  59. Short-Term Annual Cash Incentive

    Short-Term Annual Cash Incentive At the beginning of 2024, the Compensation Committee established goals under the Annual Cash Incentive Plan.

  60. Short-Term Annual Cash Incentive

    | FINANCIAL GOALS | The Compensation Committee established annual cash incentive plan targets for total revenue and Non-GAAP Diluted EPS. 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 2024 program were higher than the 2023 results, demonstrating the Compensation Committee’s commitment to challenge management to excel and focusing senior leadership on increasing profitability. •Total Revenue (25%): Goal was set at $2,810 million, which is approximately 16% higher than 2023 results of $2,419 million •Non-GAAP Diluted EPS (25%): Goal was set at $3.15, which is approximately 51% higher than 2023 results of $2.08(3). In 2024, the weighing of the financial goals was increased to 50% as compared to 40% in 2023 given the increased focus on financial objectives by stockholders and investors. See the “Annual Cash Incentive” section of this CD&A for additional information. | | DEVELOPMENTAL GOALS | Near-term value drivers (25%) included: •regulatory process approval advances and regulatory approval in multiple markets. Mid-term value drivers (25%) included: •preclinical and clinical milestones and preclinical and clinical development program decision-making. In 2024, the Compensation Committee added a 150% achievement level (as opposed to the prior levels of 75%, 100% and 200%) as a stretch goal that provides an intermediate goal level with a greater value driver than 100% but less than 200%. This stretch goal was added to incentivize and recognize achievement above target by the executive leadership team that significantly advances the Company’s strategic objectives. In addition, there were no long-term value driver goals set due to the strategic review that was underway at the time of the goals were established. See the “Annual Cash Incentive” section of this CD&A for additional information. |

  61. Short-Term Annual Cash Incentive

    (1)For details regarding each key aspect of 2024 executive compensation, see the applicable discussion below in this CD&A. (2)Each percentage is calculated as a percentage of total compensation set forth in the “Summary Compensation Table” in this Proxy Statement and is based on the amounts in such table, including the “Target Payout” amounts in footnote (2) to such table. (3)Non-GAAP Diluted EPS is defined by the Company as Non-GAAP Income divided by Non-GAAP Weighted-Average Diluted Shares Outstanding. Non-GAAP Income is defined by the Company as GAAP Net Income excluding amortization of intangible assets, stock-based compensation expense and, in certain periods, certain other specified items. The Company also includes a Non-GAAP adjustment for the estimated tax impact of the reconciling items. Non-GAAP Weighted-Average Diluted Shares Outstanding is defined by the Company as GAAP Weighted-Average Diluted Shares Outstanding, adjusted to include any common shares issuable under the Company’s equity plans and convertible debt in periods when they are dilutive under Non-GAAP.

  62. Short-Term Annual Cash Incentive

    | 66 | 2025 Proxy Statement |

  63. 2024 Long-Term Incentive Equity

    2024 Long-Term Incentive Equity

  64. CEO Equity Grant Mix(1)

    CEO Equity Grant Mix(1)

  65. Other NEOs’ Equity Grant Mix(1)(2)

    Other NEOs’ Equity Grant Mix(1)(2)

  66. Other NEOs’ Equity Grant Mix(1)(2)

    | PERFORMANCE-BASED RSUs In 2024, 60% of our 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: •60% on relative total shareholder return •40% on strategic goals The elimination of performance-based RSUs based on financial measures in 2024 was due to the strategic review that was underway at the time of the award. As a result, the weighting of the relative total shareholder return increased to 60% in 2024 from 50% in 2023, which also enhances the strong link between pay and performance for our NEOs and the alignment of their interests with those of the Company and its stockholders. We provide a higher percentage of performance-based equity for our CEO and NEOs than our peers because we believe it further aligns executive pay to the performance of the Company and stockholder interests. See the “Equity Compensation” section of this CD&A for additional information. | SERVICE-BASED RSUs AND STOCK OPTIONS The other 40% of our 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 four 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. |

  67. Other NEOs’ Equity Grant Mix(1)(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)Dr. Friberg was appointed as Chief Research & Development Officer effective September 30, 2024 and Ms. Hubbard was appointed as Chief Commercial Officer effective May 20, 2024. The Company awarded each of Dr. Friberg and Ms. Hubbard a special sign-on grant of service-based RSUs as of their appointment date valued at $650,000 and $400,000, respectively, in each case before conversion to a number of RSUs (the Sign-On Grants). The Sign-On Grants were awarded to Dr. Friberg and Ms. Hubbard as a “make whole” component for equity forfeited at their respective prior employers. Each of the Sign-On Grants vests over a two-year period, vesting at the rate of one half on each anniversary of the grant date, subject to the recipient’s continued service on the vesting date. The statistics set forth above for the Other NEOs’ 2024 equity award grants exclude the Sign-On Grants. See “Compensation Related to Leadership Transitions” section of this CD&A for additional information.

  68. Other NEOs’ Equity Grant Mix(1)(2)

    | 2025 Proxy Statement | 67 |

  69. 2024 Achievement and Performance Alignment

    2024 Achievement and Performance Alignment We delivered high achievement on our financial and development corporate goals in 2024, resulting in an above-target funding under our short-term Annual Cash Incentive Plan based on our pre-established performance criteria. The Compensation Committee determined the payout under the Annual Cash Incentive Plan for each NEO at a level reflecting the individual’s performance and also considering his or her contribution to the achievement of the program goals. The Compensation Committee set the 2024 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 2024 program were higher than the 2023 results, demonstrating the Compensation Committee’s commitment to challenge management to excel and focusing senior leadership on increasing profitability. Specifically, (i) the total revenue goal was set at $2,810 million, which is approximately 16% higher than 2023 results of $2,419 million(1), and (ii) the Non-GAAP Diluted EPS goal was set at $3.15, which is approximately 51% higher than 2023 results of $2.08(2). 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.

  70. 2024 Achievement and Performance Alignment

    | 2024 Short-Term Annual Cash Incentive Program | | | | | | | Total Revenue(1) | | Non-GAAP Diluted EPS(2) | | Development Goals | | | Target | Result | Target | Result | Target | Result | | $2,810M | $2,841M | $3.15 | $3.29 | 100% | >100% |

  71. 2024 Achievement and Performance Alignment

    Overall Payout as a percentage of Target based on performance compared to preestablished criteria: 130% Our long-term performance-based equity awards that were earned based on the three-year performance period of 2022 through 2024 were paid out above target based on our strong financial, operational and stock performance over such period. The multiplier for the relative total shareholder return performance-based RSUs was capped at 100% even though the Company’s performance was above the target achievement level because the total shareholder return was negative. See the “Equity Compensation” section of this CD&A for additional information.

  72. 2024 Achievement and Performance Alignment

    | Three-Year Performance Period (2022 – 2024) Long-Term Performance-Based Equity Awards | | | | | | | Relative Total Shareholder Return | | Core Operating Margin(3) | | Strategic Goals | | | Target | Result | Target | Result | Target | Result | | 50th percentile | 71st percentile | 2022: 2.0% | 2022: 2.5% | 100% | >100% | | | | 2023: 2.0% | 2023: 7.4% | | | | | | 2024: 10.5% | 2024: 14.6% | | |

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

    | WHAT WE HEARD | WHAT WE DID IN RESPONSE | | •Realized executive compensation should more closely correlate with stockholder experience. | •In 2024, we increased (i) the proportion of relative total shareholder return performance-based RSUs to 60% of the total performance-based RSUs and (ii) the achievement levels for such awards by 5% to challenge management to increase stockholder value and outperform peers. The greater emphasis on relative total shareholder return performance-based RSUs in 2024 was in response to stockholder feedback and also because performance-based RSUs based on financial measures were not awarded in 2024 due to longer-term business, financial and scientific objectives being under strategic review at the time of the award. •For 2025, the proportion of the relative total shareholder return performance-based RSUs granted to our CEO was approximately 60% of the total performance-based RSUs granted to him. | | •Executive compensation should be further linked with long-term value creation. | •Following the completion of the strategic portfolio assessment of research & development programs and the establishment of our new corporate strategy in 2024, the Compensation Committee implemented a new innovation performance-based RSU award in 2025, which is based on incremental revenue from new products and programs and/or the acceleration of existing programs that is measured over a five-year performance period. This new award represents our renewed focus on innovation and our emphasis on providing new products designed to meet the needs of patients through organic and inorganic efforts with a heightened focus on speed to market and market opportunity. •For 2025, our CEO was granted performance-based RSUs based on relative total shareholder return over both three-year and five-year performance periods. These awards represent approximately 60% of the total performance-based RSUs granted to our CEO in 2025 and are intended to further align our CEO’s compensation with stockholder experience and challenge the CEO to increase stockholder value and outperform peers over the long term. | | •More details should be provided regarding the development goals underlying the annual cash incentive program. | •We have included significantly more detail regarding achievement of development goals for each clinical and preclinical program underlying the annual cash incentive program over the years. For this Proxy Statement, we also included detail regarding assessment of the achievement of development goals by specifying each achievement level criteria, as applicable to the result. | | •More of long-term compensation should be performance-based, rather than time-based. | •We steadily increased the percentage of performance-based equity awards so that in 2024, 60% of the equity awards granted to our CEO is in the form of performance-based equity awards. For other NEOs, we increased the proportion of the performance equity awards to 50% starting in 2021. We provide a higher percentage of performance-based equity for our CEO and NEOs than our peers because we believe it further aligns executive pay to the performance of the Company and stockholder interests. |

  74. 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, prohibition on liberal share recycling 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. | | Clawback Policies | We adopted a clawback policy on October 4, 2023 that complies with the new SEC rules under the Dodd-Frank 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 “Governance” subsection 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 insider trading policy prohibits directors and employees from engaging in short sales, transactions in put or call options, hedging transactions or other speculative transactions in our stock or engaging in pledges or margin activities. | | Prohibition on Stock Option Repricing | Our equity incentive plans prohibit stock option repricing without stockholder approval. |

  75. 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 | | | | |

  76. Highlights of Compensation Policies and Practices

    information regarding the Compensation Committee’s evaluation and design of BioMarin’s executive compensation program and the role of the Compensation Consultant in such activities, see the “Our Decision-Making Process” section of this CD&A. In 2024, the compensation of our CEO and the other NEOs consisted primarily of performance-based cash compensation and long-term incentives. In addition, although stock options are not counted as “performance-based” compensation, we believe stock options further emphasize the pay-for-performance link and that the multi-year vesting schedule provides our NEOs an incentive to add value to the Company over the long term.

  77. CEO Total Compensation Mix in 2024(1)

    CEO Total Compensation Mix in 2024(1) As shown below, approximately 92% of our CEO’s 2024 direct compensation was variable and at-risk (annual cash incentive and equity awards) and approximately 62% of his total 2024 direct compensation was performance-based. In addition, during 2024, 82% of the total direct compensation of our CEO was delivered through long-term incentives (stock option awards and performance-based and service-based RSUs).

  78. Other NEOs’ Total Compensation Mix in 2024(1)(2)

    Other NEOs’ Total Compensation Mix in 2024(1)(2) As shown below, for 2024, at-risk compensation accounted for 87% of the average total direct compensation of our other NEOs. In addition, during 2024, 80% of the average total direct compensation of our other NEOs was delivered through long-term incentives. (1)Each percentage is calculated as a percentage of total compensation set forth in the “Summary Compensation Table” in this Proxy Statement and is based on the amounts in such table, including the “Target Payout” amounts in footnote (2) to such table. Certain percentages are rounded up or down by less than 1% so that totals equal 100%. (2)Percentages calculated based on sum of all other NEOs’ compensation. The “Other” percentage for all other NEOs includes the one-time sign-on bonus of $250,000 paid to Dr. Friberg and $600,000 paid to Ms. Hubbard. The “Service-Based RSUs” percentage for all other NEOs includes the Sign-On Grants awarded to Dr. Friberg and Ms. Hubbard. See “Compensation Related to Leadership Transitions” section of this CD&A and the “Summary Compensation Table” in this Proxy Statement for additional information. Certain percentages are rounded up or down by less than 1% so that totals equal 100%.

  79. Other NEOs’ Total Compensation Mix in 2024(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. |

  80. 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.

  81. 2024 Salaries

    2024 Salaries In reviewing our 2023 performance and its impact on salary increases in 2024, the Compensation Committee considered the following: the Company’s achievement of over 15% growth in total revenues in 2023 as compared to 2022, the 178% growth in net revenues for VOXZOGO in 2023 as compared to 2022, 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. See the “Compensation Related to Leadership Transitions” section of this CD&A for additional information.

  82. Annual Cash Incentive

    Annual Cash Incentive

  83. General Principles and the 2024 Program

    General Principles and the 2024 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. The bonus pool funding is formulaic and based upon achievement of corporate financial and development goals, but allocations of individual payments from the pool to the NEOs are determined by the Compensation Committee based upon individual performance. 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 2024, we allocated the annual cash incentive equally between financial goals and development goals in acknowledgment of the increased focus on financial objectives by stockholders and investors.

  84. Financial Goals

    Financial Goals The financial goals for the 2024 annual cash incentive program were based on total revenue and Non-GAAP Diluted EPS goals. These financial metrics replaced Managed Sales Revenue and Non-GAAP Income metrics used in 2023 in order to reflect the increased focus on total revenues and Non-GAAP Diluted EPS by stockholders and investors and to better align with the metrics reported by the Company. The total 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. The payout under the Non-GAAP Diluted EPS goal is determined using a scale that emphasizes the importance of the increasing profitability. The maximum funding level for both financial goals remained at 200% in 2024, 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 2024 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 2024 program were higher than the 2023 results, demonstrating the Compensation Committee’s commitment to challenge management to excel and focusing senior leadership on increasing profitability. Specifically, (i) the total revenue goal was set at $2,810 million, which is approximately 16% higher than 2023 results of $2,419 million, and (ii) the Non-GAAP Diluted EPS goal was set at $3.15, which is approximately 51% higher than 2023 results of $2.08. See the “2024 Program Goals and Results” table below for details on the payout scales for the financial goals, including threshold, target and maximum achievement levels.

  85. 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, 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. In 2024, the Compensation Committee added a 150% achievement level (as opposed to the prior levels of 75%, 100% and 200%) as a stretch goal that provides an intermediate goal level with a greater value driver than 100% but less than 200%. This stretch goal was added to incentivize and recognize achievement above target by the executive leadership team that significantly advances the Company’s strategic objectives. In addition, there were no long-term value driver goals set due to the strategic review that was underway at the time of the goals were established. See the “2024 Program Goals and Results” table below for details regarding the specific program goals that were established and achieved and what achievement level (75%, 100%, 150%, and 200%) such performance constituted. The table below describes our financial and development goals for the cash incentive for 2024 and our actual performance against those goals. During our stockholder outreach, 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, we have provided significantly more detail regarding the development goals over the years. For this Proxy Statement, we included detail regarding assessment of the achievement of development goals by specifying each achievement level criteria, as applicable to the result. We believe providing any further detail could lead to competitive harm.

  86. Financial Goals

    | | Financial Goal Achievement Levels | | | | | Funding Pool Contribution(1) (%) | | Performance Metrics | Threshold (0%) | Target (100%) | Exceeds (200%) | Result | Weighting | | | Total Revenue(2) ($ million) | $2,248 | $2,810 | $3,232 | $2,841 | 25% | 26% | | Non-GAAP Diluted EPS(3) | $2.52 | $3.15 | $3.62 | $3.29 | 25% | 32% | | Sub-Total (Financial Goals) | | | | | 50% | 58% |

  87. Development Goals*

    | | Development Goal Achievement Levels | | | | | | Funding Pool Contribution(1) (%) | | Performance Metrics | 75% | 100% | 150% | 200% | Weighting | Result | | | Near-Term Value Drivers | | | | | | | | | VOXZOGO for the treatment of achondroplasia | See page 78 | | | | 25% | 200% | 40% - 45% | | ROCTAVIAN for the treatment of severe hemophilia A | See page 78 | | | | 10% | 100% | 10% | | Mid-Term Value Drivers | | | | | | | | | Advance to Proof of Concept(4) as approved by the Board | See page 78 | | | | 15% | See page 78 | 17% - 20% | | Sub-Total (Development Goals) | | | | | 50% | | 72%(5) | | Total (Financial and Development Goals) | | | | | 100% | | 130% |

  88. Near-Term Value Drivers

    Based on the results tabulated above, the Compensation Committee determined to fund the 2024 annual cash incentive pool at 130% of target. As set forth in the table below, the Compensation Committee determined the payout under the Annual Cash Incentive Plan for each NEO at a level reflecting the individual’s performance and also considering his or her contribution to the achievement of the program goals. The 2024 cash incentive targets for each NEO expressed as a percentage of base salary is determined by the employee’s position and set forth in the table below. Since Dr. Friberg was appointed as our Chief Research & Development Officer effective September 30, 2024, his 2024 annual cash incentive amount was prorated based on his start date. The specific cash incentive amount paid to each NEO for 2024 (which were paid in March 2025) is set forth below and in the “Summary Compensation Table” in this Proxy Statement.

  89. Near-Term Value Drivers

    | Name and Principal Position | 2024 Cash Incentive Target (% of base salary) | 2024 Funding Level for NEO | 2024 Cash Incentive Amount ($) | | Alexander Hardy President, CEO | 110% | 130% | 1,501,500 | | Brian R. Mueller Executive Vice President, CFO | 60% | 145%(1) | 613,350 | | G. Eric Davis Executive Vice President, Chief Legal Officer | 60% | 130% | 565,500 | | Gregory R. Friberg, M.D. Executive Vice President, Chief Research & Development Officer | 60% | 115% | 123,068 | | Cristin Hubbard Executive Vice President, Chief Commercial Officer | 60% | 130% | 491,400 | | Henry J. Fuchs, M.D. Former President of Worldwide Research & Development | 65% | 110% | 602,030 |

  90. Equity Compensation

    Equity Compensation 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.

  91. Equity Compensation

    | | CEO Equity Grant Mix | Other NEOs’ Equity Grant Mix(1) | | | | | | | Equity Grant Mix As shown above, the mix of equity vehicles for our CEO 2024 annual grant was 60% performance-based RSUs, 25% service-based RSUs and 15% stock options(2), and for the other NEOs the 2024 annual grant was 50% performance-based RSUs, 25% service-based RSUs and 25% stock options(1)(2). We provide a higher percentage of performance-based equity for our CEO and NEOs than our peers because we believe it further aligns executive pay to the performance of the Company and stockholder interests. Descriptions of each type of equity award are below. Details regarding equity awards granted to the NEOs in 2024 are set forth in the “Grants of Plan-Based Awards” table in this Proxy Statement. Performance-based RSUs enhances the strong link between pay and performance for our NEOs and the alignment of their interests with those of BioMarin and its stockholders. 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. Stock options further emphasizes 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. | |

  92. Equity Compensation

    (1)The statistics set forth above for the Other NEOs’ 2024 equity award grants exclude the Sign-On Grants. See “Compensation Related to Leadership Transitions” section of this CD&A for additional information. (2)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.

  93. Equity Compensation

    | 80 | 2025 Proxy Statement |

  94. Key Features of 2024 Equity Grant

    Key Features of 2024 Equity Grant

  95. Key Features of 2024 Equity Grant

    | Performance-based RSUs | •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: relative total shareholder return and strategic goals. •In 2024, target achievement for relative total shareholder return increased to 55th percentile. •In 2024, the Compensation Committee did not grant any performance-based RSUs based on financial measures due to the strategic review that was underway at the time of the grant. | | Service-based RSUs | •Except for the Sign-On Grants, our NEOs’ service-based RSUs are subject to a four-year service period, which is the same vesting schedule for stock options awarded as part of company-wide annual equity grants in recent years. | | Stock options | •Our NEOs’ stock options 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 company-wide annual equity grants in recent years. •Exercise price is equal to 100% of the fair value of our common stock on the date of grant and 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 (ten years after the date of grant) or earlier in some cases, such as after termination of service. |

  96. Key Features of 2024 Equity Grant

    | 2025 Proxy Statement | 81 |

  97. Performance-Based RSUs

    Performance-Based RSUs

  98. 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 2024, 60% of the CEO’s equity grant and 50% of the equity grants for the other NEOs were performance-based RSUs.

  99. Mix of Performance-Based Awards

    Mix of Performance-Based Awards 60% of the total performance-based RSUs granted in 2024 was based on relative total shareholder return over a three-year performance period. The other 40% performance-based RSUs granted in 2024 will be earned based on strategic goals as measured by (1) the number of development programs that demonstrate proof of concept as determined by predetermined criteria approved by the Board, (2) progress with certain product lifecycle management (LCM) activities, and (3) the number of INDs and/or CTAs submitted with the FDA and EMA. The strategic corporate goals are intended to increase stockholder value over the long term. In 2024, the Compensation Committee did not grant any performance-based RSUs based on financial measures due to the strategic review that was underway at the time of the grant. The greater emphasis on relative total shareholder return performance-based RSUs in 2024 was in response to stockholder feedback and to account for the fact that performance-based RSUs based on financial measures were not awarded. The breakout of performance-based RSUs granted in 2024 by type is shown below:

  100. Mix of Performance-Based Awards

    | Changes to 2025 Performance-Based RSU Program Following the completion of the strategic portfolio assessment of research & development programs and the establishment of our new corporate strategy in 2024, the Compensation Committee implemented the following changes to the performance-based RSU awards in 2025: •New Innovation Award: This new performance-based RSU is based on incremental revenue from new products and programs and/or the acceleration of existing programs that is measured over a five-year performance period. This award represents our renewed focus on innovation and our emphasis on providing new products designed to meet the needs of patients through organic and inorganic efforts with a heightened focus on speed to market and market opportunity. •New Financial Metric: The Compensation Committee awarded performance-based RSUs based on cumulative three-year revenue compound annual growth rate (CAGR). This award represents our evolving financial priorities and is aligned with our new corporate strategy to augment growth and increase profitability. •Longer Relative Total Shareholder Return Performance Period for CEO: Our CEO was granted performance-based RSUs based on relative total shareholder return over a five-year performance period. Combined with the award that is based on relative total shareholder return over a three-year performance period, these awards represent approximately 60% of the total performance-based RSUs granted to our CEO in 2025 and are intended to further align our CEO’s compensation with stockholder experience and challenge the CEO to increase stockholder value and outperform peers over the long term. |

  101. Relative Total Shareholder Return Awards

    Relative Total Shareholder Return Awards We introduced relative total shareholder return performance-based RSUs in 2019 in order to further align executive compensation with stockholder experience. 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 stockholders. 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 2024 grant. The multiplier for the relative total shareholder return performance-based RSUs granted in 2024 will be determined based on the Company’s performance during 2024 through 2026 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, 2024 (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%. In 2024, the Compensation Committee increased each of the threshold, target and maximum achievement targets by 5% as shown in the table below.

  102. Strategic Goals Awards

    Strategic Goals Awards For the second 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 2024 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 2024 through 2026. 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.

  103. Performance-Based RSUs Earned for 2022 Through 2024 Performance Period

    Performance-Based RSUs Earned for 2022 Through 2024 Performance Period

  104. Relative Total Shareholder Return Performance-Based RSUs Earned for 2022 Through 2024 Performance Period

    Relative Total Shareholder Return Performance-Based RSUs Earned for 2022 Through 2024 Performance Period In early 2025, we determined the number of earned RSUs under the relative total shareholder return performance-based RSUs granted in 2022. The Company’s performance for the three-year performance period of 2022 through 2024 was at the 71st percentile, which was above the target achievement level at the 50th percentile. However, the multiplier for the relative total shareholder return performance-based RSUs was capped at 100% because the total shareholder return was negative. The earned 2022 relative total shareholder return performance-based RSUs vested in full on the third anniversary of the grant date, March 15, 2025. For more information regarding the relative total shareholder return performance-based RSUs granted in 2022, see the Company’s Proxy Statement for the 2023 Annual Meeting.

  105. Core Operating Margin(1) Performance-Based RSUs Earned for 2022 Through 2024 Performance Period

    Core Operating Margin(1) Performance-Based RSUs Earned for 2022 Through 2024 Performance Period In early 2025, we determined the number of earned RSUs under the core operating margin performance-based RSUs granted in 2022. We started awarding core operating margin performance-based awards in 2022 as such financial metric was relevant in our transition to GAAP profitability. As described in “Changes to 2025 Performance-Based RSU” above, the financial metric has since evolved to align with our new corporate strategy by focusing on revenue growth. The Company’s performance for each year in the three-year performance period of 2022 through 2024 based on the core operating margin for each year as compared to the 2022 core operating margin performance-based RSU award targets for each year is set forth below:

  106. Core Operating Margin(1) Performance-Based RSUs Earned for 2022 Through 2024 Performance Period

    | Year | Target | Result(1) | Multiplier | | 2022 | 2.0% | 2.5% | 117.8% | | 2023 | 2.0% | 7.4% | 200.0% | | 2024 | 10.5% | 14.6% | 191.3% | | | | | 169.7% |

  107. Core Operating Margin(1) Performance-Based RSUs Earned for 2022 Through 2024 Performance Period

    (1)We define core operating margin as total revenues less: (a) cost of sales, (b) research and development expense, (c) selling, general and administrative expense, and (d) intangible asset amortization and contingent consideration, each as determined for such period in accordance with U.S. 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. As shown in the reconciliation below, the core operating margin results as presented above were adjusted for the difference between foreign currency exchange rates in effect at the time the goal was set and at the end of the performance period.

  108. Core Operating Margin(1) Performance-Based RSUs Earned for 2022 Through 2024 Performance Period

    | | 2022 | 2023 | 2024 | | Core Operating Margin Result (Unadjusted) | 2.0% | 6.5% | 16.6% | | Foreign Currency Exchange Rate Impact | 0.5% | 0.9% | (2.0)% | | Core Operating Margin Result (Adjusted) | 2.5% | 7.4% | 14.6% |

  109. Core Operating Margin(1) Performance-Based RSUs Earned for 2022 Through 2024 Performance Period

    Based on the results above, the multiplier for the 2022 core operating margin performance-based RSUs was 169.7%. The earned 2022 core operating margin performance-based RSUs vested in full on the third anniversary of the grant date, March 15, 2025. For more information regarding the core operating margin performance-based RSUs granted in 2022, see the Company’s Proxy Statement for the 2023 Annual Meeting.

  110. Core Operating Margin(1) Performance-Based RSUs Earned for 2022 Through 2024 Performance Period

    | 2025 Proxy Statement | 85 |

  111. Strategic Goals Performance-Based RSUs Earned for 2022 Through 2024 Performance Period

    Strategic Goals Performance-Based RSUs Earned for 2022 Through 2024 Performance Period In early 2025, we determined the number of earned RSUs under the strategic goals performance-based RSUs granted in 2022. BioMarin’s performance over the three-year performance period of 2022 through 2024 based on the number of development programs that demonstrate proof of concept as determined by predetermined criteria and the number of IND/CTAs submitted the FDA and EMA, respectively, is set forth below:

  112. Strategic Goals Performance-Based RSUs Earned for 2022 Through 2024 Performance Period

    | | Multiplier: | | | | | Goal: | 50% | 100% | 150% | 200% | | Positive Proof of Concept Studies (12.5% weighting) | 1 Positive Proof of Concept Study | 2 Positive Proof of Concept Studies | 3 Positive Proof of Concept Studies(1) | 4 Positive Proof of Concept Studies | | Pipeline Progression (INDs/CTAs) (12.5% weighting) | 1 IND/CTA | 2 INDs/CTAs (for different molecules or indications) | 3 INDs/CTAs (for different molecules or indications) | 4 INDs/CTAs (for different molecules or indications)(2) |

  113. Strategic Goals Performance-Based RSUs Earned for 2022 Through 2024 Performance Period

    (1)VOXZOGO positive proof of concept studies relating to treatment of hypochondroplasia, idiopathic short stature and genetic pathway conditions achieved by the fourth quarter of 2024. (2)In 2022, we submitted an IND for BMN 351. In 2023, we submitted INDs for BMN 349 and BMN 293 and also submitted an amended IND for treatment of hypochondroplasia. Based on the results above, the multiplier for the 2022 Strategic Goals performance-based RSUs was 175%. The earned 2022 Strategic Goals performance-based RSUs vested in full on the third anniversary of the grant date, March 15, 2025. For more information regarding the Strategic Goals performance-based RSUs granted in 2022, see the Company’s Proxy Statement for the 2023 Annual Meeting.

  114. Service-Based RSUs

    Service-Based RSUs Unlike prior years where the service-based RSUs awarded to our former CEO were subject to a three-year service period, the Compensation Committee harmonized the vesting schedule of service-based RSUs awarded in 2024 so that it is the same throughout the Company. As a result, other than the Sign-On Grants awarded to Dr. Friberg and Ms. Hubbard, which vest over a two-year period from the respective grant dates, all service-based RSUs awarded in 2024 to our NEOs, including our CEO, are subject to a four-year service period. 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. See the “Compensation Related to Leadership Transitions” section of this CD&A for additional information regarding the Sign-On Grants.

  115. Stock Options

    Stock Options Stock options granted to our NEOs in 2024 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. 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.

  116. Compensation Committee Considerations

    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.

  117. New Chief Research & Development Officer Compensation

    New Chief Research & Development Officer Compensation Dr. Friberg was appointed as our Executive Vice President and Chief Research & Development Officer effective September 30, 2024. Dr. Friberg’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 Dr. Friberg 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 $250,000 (as a “make whole” component for a potential forfeited bonus at his prior employer, given the timing of the transition late in the year); and •service-based RSUs with value of $650,000 (as a “make whole” component for equity forfeited at his prior employer), which shall vest over a two-year period, vesting at the rate of one half (1/2) on each anniversary of the grant date (i.e., September 30, 2024), subject to Dr. Friberg’s continued service. The regular ongoing compensation components consist of: •base salary of $700,000; •service-based RSUs with value of $1.75 million, which shall vest as to one fourth (1/4) of the shares on each of the first, second, third and fourth anniversaries of the grant date, subject to Dr. Friberg’s continued service; •performance-based RSUs with value of $3.5 million, 60% of which are based on relative total shareholder return and 40% of which are based on strategic goals, in each case with terms consistent to the performance-based RSUs granted to other NEOs in March 2024; •non-statutory stock options with value of $1.75 million, 25% of which shall vest on the first anniversary of the grant date and 1/48th of which shall vest on the same day of each month thereafter, subject to Dr. Friberg’s continued service; and •participation in the 2024 annual cash incentive plan on a prorated basis based on his start date with incentive target of 60% of base salary. The performance-based RSUs granted to Dr. Friberg are consistent with the awards granted to other NEOs in March 2024 as described above under the “Performance-Based RSUs” section of this CD&A. Dr. Friberg is also entitled to certain relocation benefits including a $500,000 home purchase bonus in the event he purchases a home in the Bay Area within 18 months of his start date, a rental housing allowance of $140,000 and a relocation allowance of $20,000 to facilitate travel for Dr. Friberg and his family. Dr. Friberg is required to repay 100% of the gross amount of his sign-on bonus and any relocation expenses paid by the Company if he terminates employment without good reason or if the Company terminates his employment for cause within the first two years of his employment. The actual amounts paid to Dr. Friberg in 2024 are set forth in the “Summary Compensation Table” in this Proxy Statement.

  118. New Chief Commercial Officer Compensation

    New Chief Commercial Officer Compensation Ms. Hubbard was appointed as our Executive Vice President and Commercial Officer effective May 20, 2024. Ms. Hubbard’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 Ms. Hubbard in connection with her departure from her prior employer. The sign-on compensation components consist of: •a signing bonus of $600,000 (as a “make whole” component for a potential forfeited bonus at her prior employer, given the timing of the transition mid-year); and •service-based RSUs with value of $400,000 (as a “make whole” component for equity forfeited at her prior employer), which shall vest over a two-year period, vesting at the rate of one half (1/2) on each anniversary of the grant date (i.e., May 20, 2024), subject to Ms. Hubbard’s continued service. The regular ongoing compensation components consist of: •base salary of $630,000; •service-based RSUs with value of $1.25 million, which shall vest as to one fourth (1/4) of the shares on each of the first, second, third and fourth anniversaries of the grant date, subject to Ms. Hubbard’s continued service;

  119. New Chief Commercial Officer Compensation

    •performance-based RSUs with value of $2.5 million, 60% of which are based on relative total shareholder return and 40% of which are based on strategic goals, in each case with terms consistent to the performance-based RSUs granted to other NEOs in March 2024; •non-statutory stock options with value of $1.25 million, 25% of which shall vest on the first anniversary of the grant date and 1/48th of which shall vest on the same day of each month thereafter, subject to Ms. Hubbard’s continued service; and •participation in the 2024 annual cash incentive plan with incentive target of 60% of base salary. The performance-based RSUs granted to Ms. Hubbard are consistent with the awards granted to other NEOs in March 2024 as described above under the “Performance-Based RSUs” section of this CD&A. Ms. Hubbard is also entitled to relocation benefits, including benefits such as move for Ms. Hubbard and her family, shipment of her household goods, and home sale and home purchase assistance. Ms. Hubbard will be required to repay 100% of the gross amount of her sign-on bonus and any relocation expenses paid by the Company if she terminates employment without good reason or if the Company terminates her employment for cause within the first two years of her employment. The actual amounts paid to Ms. Hubbard in 2024 are set forth in the “Summary Compensation Table” in this Proxy Statement.

  120. 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. Our security team regularly evaluates the level of security appropriate for our senior executives, taking into account their public profiles and the critical roles each plays in our organization. Based on such assessments by our security team and the recommendation of an independent, third-party security consulting firm, the Compensation Committee approved a security policy to provide our CEO with a car and driver to ensure his individual safety and security during work-related transportation (including during his commute). The Compensation Committee believes that providing such secure transportation not only promotes our CEO’s personal safety and security but also enhances his efficiency and helps maximize the time he can devote to company business. Although we view the security services provided to our CEO 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” column 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. We previously had a fractional ownership interest in a corporate aircraft and provided aircraft use to Mr. Bienaimé, our former CEO, prior him stepping down from the CEO position on November 30, 2023. We terminated our timeshare agreement with Mr. Bienaimé for the use of the corporate aircraft in February 2024 and we also sold our fractional ownership interest in the corporate aircraft in September 2024. As such, we no longer provide use of corporate aircraft as a benefit to our NEOs or any other officers. We also offer our NEOs certain retirement, severance, and change in control benefits. See the “Retirement, Severance and Change in Control Arrangements” section below.

  121. 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.

  122. 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, 2024, 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

  123. Retirement, Severance and Change in Control Arrangements

    | 90 | 2025 Proxy Statement |

  124. Retirement, Severance and Change in Control Arrangements

    contractual term of their stock options, as if their service were continuing. As of December 31, 2024, Mr. Mueller, Mr. Davis and Dr. Fuchs were the only NEOs eligible for this benefit. 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, 2024, 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, 2024, Dr. Fuchs was the only NEO eligible for this benefit under the amended retirement benefit policy. 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, the Chief People Officer, Chief Legal Officer and Secretary 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 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.

  125. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information The Compensation Committee generally approves and grants annual equity awards at approximately the same time every year as part of the company-wide performance review and compensation cycle. Typically, each year the Compensation Committee approves the dollar value of RSU and stock option awards at a meeting held in late February or early March, shortly after the filing of our annual report on Form 10-K, for grant on or about March 15 of such year. Outside of the annual grant cycle, we may make RSU and stock option awards in connection with new hire packages or retention grants. In the case of new hire awards, the grant date is typically the start date for our senior executives and on or about the 15th day of the month for non-executive employees. Also, non-employee directors receive automatic grants of initial RSU awards at the time of a director’s initial appointment or election to the board and at the time of each year’s Annual Meeting of Stockholders, respectively, pursuant to our current director compensation policy. While there is no specific cadence with respect to retention grants given their ad hoc nature, such awards are not made in anticipation of the release of material nonpublic information. We have not timed the release of material nonpublic information for the purpose of affecting the value of executive compensation. We do not otherwise maintain any written policies on the timing of awards of stock options, stock appreciation rights, or similar instruments with option-like features. All awards are granted under a stockholder-approved plan and stock options are granted at an exercise price at the closing market price of our common stock on the grant date. Equity awards, including options, are not granted in anticipation of the release of material non-public information, and the release of material nonpublic information is not timed on the basis of option or equity grant dates. The following table contains information required by Item 402(x)(2) of Regulation S-K regarding stock options granted to our NEOs in the last completed fiscal year during the period from four business days before to one business day after the filing of our periodic reports on Forms 10-K and 10-Q or current reports on Form 8-K that contained material nonpublic information with the SEC. These awards were granted in connection with the respective start date of each NEO. See “Compensation Related to Leadership Transitions” section of this CD&A for additional information.

  126. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    | Name | Grant date | Number of securities underlying award | Exercise price of the award ($) | Grant date fair value of the award ($) | Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information (%) | | Cristin Hubbard | 5/20/2024 | 33,520 | 77.05 | 1,130,294 | (1.94) | | Gregory R. Friberg, M.D. | 9/30/2024 | 49,850 | 70.29 | 1,491,512 | (0.16) |

  127. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    | 92 | 2025 Proxy Statement |

  128. 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 2024 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 February 2025, 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 2024 was $601,633, of which approximately $477,944 was paid in connection with executive and director remuneration services, including pay-for-performance disclosure and governance support, and approximately $123,689 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.

  129. Compensation Consultant

    | 2025 Proxy Statement | 93 |

  130. 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 2024 (the 2024 Peer Group) included commercial biotechnology and specialty pharmaceutical companies with the following features:

  131. 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 |

  132. 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 2024 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:

  133. 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) |

  134. Peer Group Process

    The 2024 Peer Group is below:

  135. 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 |

  136. Peer Group Process

    (1)Horizon Therapeutics plc and Seagen Inc. were acquired during 2023 and no longer public as of December 31, 2024. 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.

  137. Peer Group Process

    | 94 | 2025 Proxy Statement |

  138. Peer Group Process

    Other Considerations and Policies

  139. 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 FASB 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, 2024, as filed with the SEC on February 24, 2025. 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.

  140. Elizabeth McKee Anderson, Chair Willard Dere, M.D. Robert J. Hombach 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 | 2024 | $1,050,000 | $— | $10,490,968 | $1,661,566 | $1,501,500 | $149,571 | $14,853,605 | | | 2023 | 64,615 | 900,000 | 10,662,587 | 6,207,816 | — | 40,218 | 17,875,236 | | | (6) | — | — | — | — | — | — | — | | Brian R. Mueller Executive Vice President, CFO | 2024 | $699,231 | — | $3,199,820 | $963,369 | $613,350 | $22,798 | $5,498,568 | | | 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 | | G. Eric Davis Executive Vice President, Chief Legal Officer | 2024 | $722,115 | — | $2,880,871 | $867,183 | $565,500 | $22,996 | $5,058,665 | | | 2023 | 702,308 | — | 2,723,133 | 769,518 | 426,000 | 24,959 | 4,645,918 | | | 2022 | 660,385 | — | 3,104,558 | 852,883 | 532,650 | 38,667 | 5,189,142 | | Gregory R. Friberg, M.D. Executive Vice President, Chief Research & Development Officer | 2024 | $161,538 | $250,000(7) | $5,092,722 | $1,491,512 | $123,068 | $102,719 | $7,221,559 | | | (6) | — | — | — | — | — | — | — | | | (6) | — | — | — | — | — | — | — | | Cristin Hubbard Executive Vice President, Chief Commercial Officer | 2024 | $382,846 | $600,000(8) | $4,030,774 | $1,130,294 | $491,400 | $292,947 | $6,928,261 | | | (6) | — | — | — | — | — | — | — | | | (6) | — | — | — | — | — | — | — | | Henry J. Fuchs, M.D. Former President, Worldwide Research & Development | 2024 | $838,731 | — | $5,120,600 | $1,541,239 | $602,030 | $25,256 | $8,127,856 | | | 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 |

  141. Elizabeth McKee Anderson, Chair Willard Dere, M.D. Robert J. Hombach 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 | $ | 3,307,500 | $ | — | $ | 4,410,000 | | Cash Incentive | | 1,155,000 | | — | | 1,155,000 | | Stock award vesting acceleration | | 3,741,220(2) | | —(3) | | 12,764,306(4) | | Benefits and Perquisites: | | | | | | | | COBRA Premiums | | 85,132 | | — | | 113,509 | | Outplacement Services | | 75,000(5) | | — | | 75,000(5) | | Total | $ | 8,363,852 | $ | — | $ | 18,517,815 | | Brian R. Mueller: | | | | | | | | Cash Severance | $ | 1,692,000 | | — | $ | 2,256,000 | | Cash Incentive | | 423,000 | | — | | 423,000 | | Stock award vesting acceleration | | 2,144,507(6) | | 5,969,664(7) | | 5,969,664(7) | | Benefits and Perquisites: | | | | | | | | COBRA Premiums | | 85,132 | | — | | 113,509 | | Outplacement Services | | 25,000(5) | | — | | 25,000(5) | | Total | $ | 4,369,639 | $ | 5,969,664 | $ | 8,787,174 | | G. Eric Davis: | | | | | | | | Cash Severance | $ | 1,740,000 | | — | $ | 2,320,000 | | Cash Incentive | | 435,000 | | — | | 435,000 | | Stock award vesting acceleration | | 2,118,807(8) | | 5,617,943(9) | | 5,617,943(9) | | Benefits and Perquisites: | | | | | | | | COBRA Premiums | | 65,255 | | — | | 87,006 | | Outplacement Services | | 25,000(5) | | — | | 25,000(5) | | Total | $ | 4,384,061 | $ | 5,617,943 | $ | 8,484,949 | | Gregory R. Friberg, M.D.: | | | | | | | | Cash Severance | $ | 1,210,524 | $ | — | $ | 1,614,032 | | Cash Incentive | | 107,016(10) | | — | | 107,016(10) | | Stock award vesting acceleration | | 606,819(11) | | 4,695,751(12) | | 4,695,751(12) | | Benefits and Perquisites: | | | | | | | | COBRA Premiums | | 85,132 | | — | | 113,509 | | Outplacement Services | | 25,000(5) | | — | | 25,000(5) | | Total | $ | 2,034,491 | $ | 4,695,751 | $ | 6,555,308 |

  142. Elizabeth McKee Anderson, Chair Willard Dere, M.D. Robert J. Hombach 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 | | | Cristin Hubbard: | | | | | | | | Cash Severance | $ | 1,512,000 | $ | — | $ | 2,016,000 | | Cash Incentive | | 378,000 | | — | | 378,000 | | Stock award vesting acceleration | | 395,826(13) | | 3,204,995(14) | | 3,204,995(14) | | Benefits and Perquisites: | | | | | | | | COBRA Premiums | | 28,052 | | — | | 37,403 | | Outplacement Services | | 25,000(5) | | — | | 25,000(5) | | Total | $ | 2,338,878 | $ | 3,204,995 | $ | 5,661,398 | | Henry J. Fuchs, M.D.(15): | | — | | — | | — |

  143. 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) | Total Revenues ($ Millions)(5) | | | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2024 | — | 14,853,605 | — | 2,421,839 | 6,566,982 | 1,711,776 | 77.74 | 118.2 | 426.9 | 2,854 | | 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 | 2,419 | | 2022 | 18,351,880 | — | 34,379,532 | — | 6,114,555 | 10,821,939 | 122.40 | 113.65 | 141.6 | 2,096 | | 2021 | 18,262,538 | — | 18,390,254 | — | 5,510,297 | 5,670,256 | 104.49 | 126.45 | (64.1) | 1,846 | | 2020 | 18,146,399 | — | 22,341,893 | — | 5,195,953 | 4,752,027 | 103.71 | 126.42 | 854 | 1,861 |

  144. 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 five most recently completed fiscal years, and the Nasdaq Biotechnology Index over the same period.

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

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

  146. 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 |

  147. 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 five most recently completed fiscal years.

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

    | 2025 Proxy Statement | 113 |

  149. 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)

  150. 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) |

  151. Description of Relationship Between Compensation Actually Paid and Total Revenues

    Description of Relationship Between Compensation Actually Paid and Total Revenues 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 Total Revenue ($ in Millions) during the five most recently completed fiscal years.

  152. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Total Revenues

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus Total Revenues

  153. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Total Revenues

    | ■ | PEO 1 Compensation Actually Paid | ■ | PEO 2 Compensation Actually Paid | ■ | Average Non-PEO NEO Compensation Actually Paid | | Total Revenues |

  154. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Total Revenues

    | 114 | 2025 Proxy Statement |