DEF 14A of Biogen Inc., Apr 26, 2024

DEF 14A of Biogen Inc.

Filed Apr 26, 2024 · FY20230001193125-24-118313

Open on EDGAR

  1. Proxy Statement Summary

    Proxy Statement Summary This summary highlights important information you will find in this Proxy Statement. As it is only a summary, please review the complete Proxy Statement before you vote.

  2. Proxy Statement Summary

    | Annual Meeting Information |

  3. Proxy Statement Summary

    | DATE: | Thursday, June 20, 2024 | | TIME: | 9:00 a.m. Eastern Time | | LOCATION: | Online only at www.virtualshareholdermeeting.com/BIIB2024 You will not be able to attend the annual meeting in person. | | RECORD DATE: | April 25, 2024 |

  4. Proxy Statement Summary

    | Voting Matters and Vote Recommendation |

  5. Proxy Statement Summary

    | Matter Management Proposals: | Our Board Recommendation | Page Number for more detail | | Proposal 1—Election of Directors | FOR each nominee | 2 | | Proposal 2—Ratificationof the Selection of PwC as our Independent Registered Public Accounting Firm | FOR | 22 | | Proposal 3—Advisory Vote on Executive Compensation | FOR | 25 | | Proposal 4—Approvalof Amendment to our Amended and Restated Certificate of Incorporation, as Amended, to add an officer exculpation provision | FOR | 60 | | Proposal 5-—Approval of the Biogen Inc. 2024 Omnibus Equity Plan | FOR | 62 | | Proposal 6-—Approval of the Biogen Inc. 2024 Employee Stock Purchase Plan | FOR | 67 |

  6. Proxy Statement Summary

    | How to Vote |

  7. Proxy Statement Summary

    | Vote Right Away Through Advance Voting Methods | | Vote During Meeting | | | | Vote by Internet Using Your Computer Go to www.proxyvote.com and enter the Control Number provided in your Notice, proxy card or voting instruction form. | | Vote During the Meeting See Part 1 – “General Information About the Meeting” for details on how to vote during the Annual Meeting. | | | Vote by Telephone Call 800-690-6903 or the number of your Notice, proxy card, voting instruction form. You will need the Control Number provided on your proxy card or voting instruction form. | | | | | Vote by Mail Complete, sign and date the proxy card or voting instruction form and mail it in the accompanying pre-addressed envelope. | | |

  8. Proxy Statement Summary

    | 2024 Proxy Statement | -1- |

  9. Proxy Statement Summary

    We are asking our stockholders to elect the 9 director nominees listed below to serve a one-year term extending until our 2025 annual meeting of stockholders and until their successors are duly elected and qualified, unless they resign or are removed:

  10. Proxy Statement Summary

    | Caroline D. Dorsa | Susan K. Langer | Eric K. Rowinsky | | Maria C. Freire | Jesus B. Mantas | Stephen A. Sherwin | | William A. Hawkins | Monish Patolawala | Christopher A. Viehbacher |

  11. Proxy Statement Summary

    Our Board has nominated these 9 individuals based on its carefully considered judgment that the skills, contributions, background, diversity and experience of our nominees qualify them to serve on our Board. As described in detail below, our nominees have considerable professional and business expertise. We know of no reason why any nominee would be unable to accept nomination or election. All nominees have consented to be named in this Proxy Statement and to serve if elected. To be elected, a director nominee must receive the affirmative vote of the majority of the votes cast. Abstentions and broker non-votes, if any, are not considered votes cast under our bylaws and will have no effect on the results of this vote. For additional information please see also “What vote is required to approve each proposal and how are votes counted?” on page 75. If any nominee is unable to serve on our Board, the stock represented by your proxy will be voted for the election of such other person as may be nominated by our Board or alternatively, the number of directors may be reduced accordingly by the Board. In addition, in compliance with all applicable state and federal laws and regulations, we will file an amended proxy statement and proxy card that, as applicable, (1) identifies the alternate nominee(s) and (2) discloses that such nominees have consented to being named in the revised proxy statement and to serve if elected.

  12. Proxy Statement Summary

    | Nominees to the Board | Independent | Age | Director Since | Audit Committee | Corporate Governance Committee | Compensation and Management Development Committee | | Caroline D. Dorsa | ✓ | 64 | 2010 | | C | | | Maria C. Freire | ✓ | 69 | 2021 | | | M | | William A. Hawkins | ✓ | 70 | 2019 | C | M | | | Susan K. Langer | ✓ | 33 | 2023 | | | | | Jesus B. Mantas | ✓ | 55 | 2019 | M | | C | | Monish Patolawala | ✓ | 54 | 2024 | M | | | | Eric K. Rowinsky | ✓ | 67 | 2010 | | M | M | | Stephen A. Sherwin | ✓ | 75 | 2010 | M | | | | Christopher A. Viehbacher | | 64 | 2022 | | | |

  13. Proxy Statement Summary

    * Age and Committee memberships are as of April 8, 2024. C – Chair; M – Member

  14. Proxy Statement Summary

    | 2024 Proxy Statement | -2- |

  15. Proxy Statement Summary

    Summary of Director Nominee Core Experiences and Skills Our Board consists of a diverse group of highly qualified leaders in their respective fields. Many of our directors have extensive scientific and healthcare expertise relevant to our industry. Most of our directors have executive leadership experience at large companies and have gained significant and wide-ranging management experience (including strategic and financial planning, public company financial reporting, compliance, risk management, and leadership development). Many of our directors also have public company experience (serving as chief executive officers or chief financial officers, on boards of directors and board committees), and bring an understanding of corporate governance practices and trends and unique perspectives to the Board. The Board and the CGC believe the skills, contributions, background, diversity and experience of our directors provide us with a wide range of perspectives to effectively address our evolving needs and represent the best interests of our stockholders. Our Board possesses a deep and broad set of skills and experiences that facilitate strong oversight and strategic direction for a pioneering biotechnology company. The following chart summarizes the competencies of each director nominee. The details of each nominee’s competencies are included in each nominee’s biography.

  16. Proxy Statement Summary

    | Key Skills and Experience | | | | | | | | | | | Business Operations Understanding of day-to-day operations enhances oversight of development, implementation and assessment of operating plans | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Commercial Understanding of commercialization, go-to market model and investment strategy to support continuous revenue generation | ✓ | | ✓ | ✓ | ✓ | ✓ | | | ✓ | | Cybersecurity Technology and information security knowledge enhances oversight of data management and privacy policies and processes | ✓ | | | | ✓ | ✓ | | | | | Drug Development Expertise of drug development increases successful navigation of highly regulated market | | ✓ | | ✓ | | | ✓ | ✓ | ✓ | | Executive Leadership Executive management experience includes thought and operational leaders who can advise on corporate strategy, values and culture | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Finance Financial expertise provides oversight of financial statements and capital structure decisions | ✓ | ✓ | ✓ | | | ✓ | | ✓ | ✓ | | International Business Global market expertise enhances oversight of strategy development and execution, supply chain and compliance across markets | ✓ | ✓ | ✓ | | ✓ | ✓ | | | ✓ | | Public Board Service Corporate governance fluency ensures shareholder and stakeholders interests serve as input to discussions and informs Board decisions | ✓ | ✓ | ✓ | | | | ✓ | ✓ | ✓ | | Public Policy Governmental and regulatory experience assures navigation of legal/ regulatory policies and procedures as well as stakeholder expectations | ✓ | ✓ | ✓ | | ✓ | ✓ | | ✓ | ✓ | | Scientific Research Research experience ensures the appropriate balance between innovation and costs | | ✓ | | | | | ✓ | ✓ | |

  17. Proxy Statement Summary

    The lack of a “✓” for a particular item does not mean that the director does not possess that qualification expertise or experience. Each of our Board members has experience and/or skills in the enumerated areas, however the “✓” indicates that a director has a particular strength in that area.

  18. Proxy Statement Summary

    | 2024 Proxy Statement | -3- |

  19. Proxy Statement Summary

    In compliance with The Nasdaq Stock Market’s (Nasdaq) Board Diversity Rule, the table below provides information about our Board members and nominees in 2024. Our 2023 proxy statement which was filed with the U.S. Securities and Exchange Commission (SEC) on April 28, 2023, includes our 2023 Board diversity matrix.

  20. Proxy Statement Summary

    | Board Diversity Matrix (April 12, 2024) | | | | | | | | | | | Total Number of Directors | 9 | | | | | | | | | | | | | | | | | | | | | Part 1: Gender Identity | | | | | | | | | | | Female | ✓ | ✓ | | ✓ | | | | | | | Male | | | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | Non-Binary | | | | | | | | | | | Part II: Demographic Background | | | | | | | | | | | African American or Black | | | | | | | | | | | Alaskan Native or Native American | | | | | | | | | | | Asian | | | | | | ✓ | | | | | Hispanic or Latinx | | ✓ | | | ✓ | | | | | | Native Hawaiian or Pacific Islander | | | | | | | | | | | White | ✓ | | ✓ | | | | ✓ | ✓ | ✓ | | Two or More Races or Ethnicities | | | | | | | | | | | LGBTQ+ | | | | | | | | | | | Did not Disclose Demographic Background | | | | ✓ | | | | | |

  21. Proxy Statement Summary

    | 2024 Proxy Statement | -4- |

  22. Proxy Statement Summary

    OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NAMED NOMINEES. PROXIES WILL BE VOTED “FOR” THE ELECTION OF THE NOMINEES UNLESS OTHERWISE SPECIFIED. Set forth below is biographical information for each nominee and a summary of the specific skills, contributions, background and experiences which led our Board to conclude that each nominee should serve on the Board at this time.

  23. Proxy Statement Summary

    | Caroline Dorsa, Independent Chair, fmr. Chief Financial Officer of Public Service Enterprise Group | | | Director since 2010 Age 64 Board Committee Corporate Governance (Chair) Key Skills • Business Operations • Commercial • Cybersecurity • Executive Leadership • Finance • International Business • Public Board Service • Public Policy | Relevant Expertise Ms. Dorsa has deep knowledge of the pharmaceutical industry as well as significant financial and accounting expertise. Her strategic perspective on the industry enhances the Board’s oversight of the company’s growth initiatives and reviews of both internal development projects and external opportunities. Career Highlights • Executive Vice President (EVP) and Chief Financial Officer (CFO), Public Service Enterprise Group, Inc. (2009 – 2015) • Senior Vice President (SVP) of Global Human Health, Strategy and Integration, Merck & Co., Inc. (2008 – 2009) • SVP and CFO, Gilead Sciences, Inc. (2007 – 2008) • Various financial and operational positions at Merck & Co., Inc. including Vice President and Treasurer (1987 – 2007) Other Public Company Boards Current • Illumina, Inc. (since 2010) • Duke Energy Corporation (since 2021) Prior • Intellia Therapeutics, Inc (2015 – 2023) • Goldman Sachs Funds (2016 – 2021) • Public Service Enterprise Group, Inc. (2003 – 2009) Education • B.A. in History from Colgate University • M.B.A. in Finance and Accounting from Columbia University |

  24. Proxy Statement Summary

    | Maria C. Freire, Ph.D., fmr. President and Executive Director, Foundation for the National Institutes of Health | | | Director since 2021 Age 69 Board Committee Compensation and Management Development Key Skills • Business Operations • Drug Development • Executive Leadership • Finance • International Business • Public Board Service • Public Policy • Scientific Research | Relevant Expertise Dr. Freire has significant knowledge and experience with respect to medical research, the pharmaceutical industry and government healthcare policymaking. Dr. Freire’s strong public policy and government experience vitally enhances the Board’s perspective of significant issues affecting the highly regulated life sciences industry. Career Highlights • President and Executive Director, the Foundation for the National Institutes of Health (“NIH”) (2012 – 2021) • President and Director, Albert and Mary Lasker Foundation (2008 –2012) • President and CEO, Global Alliance for TB Drug Development (2001 –2008) • Director of the Office of Technology Transfer, NIH (1995 – 2001) Other Public Company Boards Current • Alexandria Real Estate Equities, Inc. (since 2012) • Exelixis, Inc. (since 2018) Other Boards & Awards • Science Board of the FDA • World Health Organization Commission on Intellectual Property Rights, Innovation and Public Health, United Nations Secretary General’s High-Level Panel on Access to Medicines • Member, National Academy of Medicine and the Council on Foreign Relations • 2017 Gold Stevie Award for “Woman of the Year,” the U.S. Department of Health and Human Services Secretary’s Award for Distinguished Service, the Arthur S. Fleming Award and the Bayh-Dole Award Education • B.S. from the Universidad Peruana Cayetano Heredia (Lima, Peru) • Ph.D. in Biophysics from the University of Virginia |

  25. Proxy Statement Summary

    | 2024 Proxy Statement | -5- |

  26. Proxy Statement Summary

    | William A. Hawkins, fmr. Chairman and Chief Executive Officer, Medtronic, Inc. | | | Director since 2019 Age 70 Board Committees Audit (Chair) Corporate Governance Key Skills • Business Operations • Commercial • Executive Leadership • Finance • International Business • Public Board Service • Public Policy | Relevant Expertise Mr. Hawkins has significant executive and board leadership experience in the healthcare industry both domestic and international. Mr. Hawkins’ unique perspective enhances the Board’s oversight of the company’s global strategic plans and implementation. Career Highlights • Senior Advisor to EW Healthcare Partners, a life sciences private equity firm (since 2017) • President and CEO, Immucor, a global leader in transfusion and transplant medicine (2011 – 2015) • Chairman and CEO, Medtronic, Inc. (2002 – 2011) • President and CEO, Novoste Corporation, an interventional cardiology company (1998 – 2001) Other Public Company Boards Current • Chair, Bioventus, Inc. (since 2016) • MiMedx Group, Inc. (since 2020) Prior • Avanos Medical, Inc. (2015 – 2021) • Thoratec Corporation (2011 – 2015) Other Boards & Awards • Director, Virtue Labs, Enterra, Lacuna Medical, Cirtec Medical Corp. and Baebies, Inc., all private life companies • Duke University Health System • Member, National Academy of Engineering, and AIMBE College of Fellows Education • B.Sc. in Electrical and Biomedical Engineering (dual) from Duke University • M.B.A. from the University of Virginia’s Darden School of Business |

  27. Proxy Statement Summary

    | Susan Langer, President & Chief Business Officer at Souffle Therapeutics | | | Director since 2023 Age 33 Key Skills • Business Operations • Commercial • Drug Development • Executive Leadership | Relevant Expertise Ms. Langer has significant experience and knowledge of the biopharmaceutical industry and deep connections within the biotechnology, start-up and venture capital ecosystems. That expertise, coupled with her knowledge of the company’s operations, enhances the Board’s ability to nimbly evaluate growth opportunities as well as long-term investments. Career Highlights • President and Chief Business Officer, Souffle Therapeutics (since 2021) • Founding President, Kojin Therapeutics (2020 – 2021) • Chief Business Officer, Paratus Sciences (2021 – 2023) • Director, Guava Partners (since 2021) • Venture Partner, Old Silver VC LLC (2020 – 2023) • Head of Corporate Strategy and other roles at Biogen (2013 – 2019) Other Public Company Boards • None Education • B.A. in Science & Technology Studies from Cornell University |

  28. Proxy Statement Summary

    | 2024 Proxy Statement | -6- |

  29. Proxy Statement Summary

    | Jesus B. Mantas, Global Managing Partner, IBM Business Transformation Services | | | Director since 2019 Age 55 Board Committees Compensation and Management Development (Chair) Audit Key Skills • Business Operations • Commercial • Cybersecurity • Executive Leadership • International Business • Public Policy | Relevant Expertise Mr. Mantas has over 30 years of experience in global business operations, information technology, data science and artificial intelligence gained through global strategy and operating management roles across Europe, North America and Latin America. His expertise enhances Board perspectives on global operating scale, business strategy, culture change, managing risks, applying technology to improve business performance, seeking diversity and developing talent and succession plans in multi-cultural environments. Career Highlights • Global Managing Partner, IBM Global Business Services (since 2022) • Senior roles at IBM (2002 – 2022) including: ○ Global Managing Partner, Strategy, Innovation and Corporate Development ○ Global Managing Partner, IBM Business Consulting ○ General Manager, IBM Business Process Outsourcing ○ Managing Partner and General Manager, IBM Global Business Services Latin America ○ Senior Partner, IBM Global Business Services • Partner, High Technology Practice, PricewaterhouseCoopers Consulting (1997 – 2002) • Adjunct Professor, University of California Irvine, Graduate School of Management, Paul Merage School of Business (1997 – 2001) • Second Lieutenant, Air Force of Spain (1993) Other Public Company Boards • None Education • B.S. in Telecommunications – Software Engineering, Universidad Politécnica de Madrid (Madrid, Spain) • Degree in Business Administration, Universidad Politécnica de Madrid (Madrid, Spain) • Corporate Governance – Harvard Business School |

  30. Proxy Statement Summary

    | Monish Patolawala, President and Chief Financial Officer at 3M Company | | | Director since 2024 Age 54 Board Committee Audit Key Skills • Business Operations • Commercial • Cybersecurity • Executive Leadership • Finance • International Business • Public Policy | Relevant Expertise Mr. Patolawala has more than 25 years of experience leading financial operations and business for global industrial and healthcare companies. At 3M, he leads finance, enterprise strategy, information technology, global service centers, country prioritization and governance, and the company’s project management office, which includes responsibility for the execution of the spin-off of 3M’s health care business. Career Highlights • President and CFO, 3M Company (since 2020) • CFO of GE Healthcare (2015 – 2020) • Variety of roles of increasing responsibility at General Electric Company (1994 – 2020) Other Public Company Boards • None Certifications • Chartered Accountant from the Institute of Chartered Accountants of India • Cost and Works Accountant from the Institute of Cost and Works Accountants of India Education • B. Com from St. Joseph’s College of Commerce (Bangalore, India) |

  31. Proxy Statement Summary

    | 2024 Proxy Statement | -7- |

  32. Proxy Statement Summary

    | Eric K. Rowinsky, M.D., President of Inspirna | | | Director since 2010 Age 67 Board Committees Compensation and Management Development Corporate Governance Key Skills • Business Operations • Drug Development • Executive Leadership • Public Board Service • Scientific Research | Relevant Expertise Dr. Rowinsky has extensive research and drug development and regulatory experience and broad scientific and medical knowledge. His experience leading teams that have registered more than twelve novel therapies for patients with advanced cancers enhances the Board’s oversight of the company’s research and development (R&D) and quest to pioneer breakthrough innovations within the highly regulated life sciences industry. Career Highlights • President, Inspirna, a privately held life science company (since 2015), and Executive Chairman (2016 – 2021) • Chief Medical Officer, Hummingbird Biotherapeutics (2020 – 2023) • Chief Scientific Officer, Clearpath Development, Inc. (2016 – 2021) • Head of R&D, Chief Medical Officer, Stemline Therapeutics (2012 – 2015) • CEO, Primrose Therapeutics, Inc., a biotech start-up (2010 – 2011) • Chief Medical Officer, and Executive Vice President, ImClone Systems (2005-2010) Other Public Company Boards Current • Fortress Biotech Inc. (2010 to June 2024) (not standing for reelection at the annual meeting in May 2024) • Purple Biotech Ltd. (since 2019) • Verastem, Inc. (since 2017) Prior • BIND Therapeutics, Inc. (2014 – 2016) Other Boards & Awards • Director of the Institute, and Director of Clinical Research, Cancer Therapy & Research Center’s Institute for Drug Development (1996 – 2004) • Associate Professor of Oncology at the Johns Hopkins School of Medicine (1988 – 1996) • Director, Scientific Counselors of the National Cancer Institute Level Panel on Access to Medicines Education • B.A. in Liberal Arts, from New York University • M.D. from Vanderbilt University School of Medicine |

  33. Proxy Statement Summary

    | Stephen A. Sherwin, M.D., Clinical Professor of Medicine at UCSF | | | Director since 2010 Age 75 Board Committee Audit Key Skills • Business Operations • Drug Development • Executive Leadership • Finance • Public Board Service • Public Policy • Scientific Research | Relevant Expertise Dr. Sherwin has extensive knowledge of the life sciences industry through his advisory work in life sciences, and patient care and teaching in his specialty of medical oncology, as well as founding and leading life sciences companies. Dr. Sherwin’s more than 30 years of industry experience significantly enhances Board oversight and development of the company’s strategy and execution. Career Highlights • Clinical Professor of Medicine at the University of California, San Francisco (since 2010) • Volunteer Attending Physician in Hematology-Oncology at the Zuckerberg San Francisco General Hospital (since 2010) • Advisory partner, Third Rock Ventures, LLC (since 2016) • Chairman and Co-founder, Ceregene, a life sciences company acquired by Sangamo Biosciences (2001 – 2013) • Chairman and Co-founder, Abgenix, Inc, an antibody company acquired by Amgen (1996 – 2006) • CEO, Cell Genesys, Inc., a life sciences company merged with BioSante Pharmaceuticals, Inc. (now ANI Pharmaceuticals, Inc.) (1994 – 2009) Other Public Company Boards Current • Neurocrine Biosciences Inc. (since 1999) Prior • Epiphany Technology Acquisition Corp. (2022 to 2023) • Bios Special Acquisition Corporation (2021 to 2023) • Aduro Biotech, Inc (2015 – 2020) Education • B.A., in Biology from Yale University • M.D. from Harvard Medical School |

  34. Proxy Statement Summary

    | 2024 Proxy Statement | -8- |

  35. Proxy Statement Summary

    | Christopher A. Viehbacher, President and Chief Executive Officer, Biogen Inc. | | | Director since 2022 Age 64 Key Skills • Business Operations • Commercial • Drug Development • Executive Leadership • Finance • International Business • Public Board Service • Public Policy | Relevant Expertise Mr. Viehbacher has extensive international experience in both large pharmaceutical companies and entrepreneurial biotech companies. Mr. Viehbacher brings a keen understanding of the complexities involved in running a multibillion-dollar global pharmaceutical business as well as an appreciation for the value of innovation. Career Highlights • President and CEO, Biogen Inc. (since 2022) • Managing Partner, Gurnet Point Capital, a Boston based investment fund (2015 – 2022) • Global CEO of Sanofi S.A. (2008 – 2014) • Various roles, GlaxoSmithKline (1984 – 2008) Other Public Company Boards Prior • Pure Tech plc (2015 – 2023) • Axcella Health (2015 – 2019) Other Boards & Awards • Trustee, Northeastern University • Board of Fellows, Stanford Medical School Education • B. Comm. from Queen’s University (Kingston, Canada) |

  36. Proxy Statement Summary

    | THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NAMED NOMINEES. |

  37. Proxy Statement Summary

    | 2024 Proxy Statement | -9- |

  38. Director Compensation

    Director Compensation This section describes our compensation program for our non-employee directors and shows the compensation paid to or earned by our non-employee directors during 2023. Mr. Viehbacher, our President and CEO, did not receive any additional compensation for his service on our Board. The CMDC has the authority to evaluate and make recommendations to our Board regarding director compensation.

  39. Director Compensation

    | • | The CMDC conducts this evaluation periodically by reviewing our director compensation practices against the practices of an appropriate peer group and the CMDC has the authority to retain consultants to advise on director compensation matters, including in support of the CMDC’s periodic review of director compensation practices. No executive officer has any role in determining or recommending the form or amount of director compensation. |

  40. Director Compensation

    | • | No changes to director compensation were made in 2023. |

  41. 2023 Director Compensation

    2023 Director Compensation

  42. 2023 Director Compensation

    | Name (a) | Fees Earned or Paid in Cash (b) | Stock Awards(1) (b) | All Other Compensation(2) (c) | Total (d) | | Alexander J. Denner(3) | $77,500 | — | — | $77,500 | | Caroline D. Dorsa | $201,236 | $444,896 | — | $646,132 | | Maria C. Freire | $140,000 | $270,317 | $2,582 | $412,899 | | William A. Hawkins | $155,412 | $270,317 | — | $425,729 | | William D. Jones(3) | $77,500 | — | — | $77,500 | | Susan K. Langer | $64,217 | $270,317 | — | $334,534 | | Jesus B. Mantas | $162,912 | $270,317 | — | $433,229 | | Richard C. Mulligan(3) | $70,000 | — | — | $70,000 | | Stelios Papadopoulos(3) | $115,000 | — | $25,000 | $140,000 | | Eric K. Rowinsky | $147,706 | $270,317 | — | $418,023 | | Stephen A. Sherwin | $140,000 | $270,317 | $25,000 | $435,317 |

  43. 2023 Director Compensation

    Notes to the 2023 Director Compensation Table

  44. 2023 Director Compensation

    | (1) The amounts in column (b) represent the grant date fair value of RSU awards made in 2023 to non-employee directors under the Non-Employee Directors Equity Plan, as described in the narrative preceding this table. These RSUs are scheduled to vest in full and be settled in stock at the earlier of the 2024 Annual Meeting or the one-year anniversary of the grant date, generally subject to continued service. Grant date fair values were computed in accordance with Accounting Standards Codification (ASC) 718, excluding the effect of estimated forfeitures, and determined by multiplying the number of RSUs awarded by the fair market value of the company’s common stock on the relevant grant date. |

  45. 2023 Director Compensation

    | (2) The amounts in column (c) represent matching contributions made in 2023 by the Biogen Foundation on behalf of the director pursuant to the terms of a matching gift program offered by the Biogen Foundation to all U.S. employees and non-employee directors of Biogen. Under the matching gift program, the Biogen Foundation matches gifts to eligible U.S.-based non-profit organizations, in accordance with the Biogen Foundation’s guidelines, up to an annual maximum per donor amount of $25,000 per calendar year and up to an aggregate program total of $1.5 million per calendar year. |

  46. 2023 Director Compensation

    | (3) Did not stand for reelection at the 2023 Annual Meeting. |

  47. 2023 Base Salary

    2023 Base Salary In late 2022 in connection with the hiring of Mr. Viehbacher, our Board reviewed the base salaries of chief executive officers in our peer group. The Board used this information and considered Mr. Viehbacher’s compensation mix, capabilities, performance, future expected contributions and positioning relative to the peer group when setting his initial base salary. Because Mr. Viehbacher was hired in November 2022 shortly before our 2022 annual review cycle, no adjustment was made to his base salary in 2023, or any other elements of Mr. Viehbacher’s compensation. Our CMDC undertook a similar review when approving the annual base salaries for our other NEOs, which positioned them, on average, at market median compared to persons with comparable jobs within our peer group, given the overall emphasis on other performance-based pay elements. The decision to increase base salaries for our applicable NEOs was made to remain market competitive.

  48. Performance Goals and Target Setting Process

    Performance Goals and Target Setting Process In the first quarter of each year, our CMDC reviews and establishes the pay levels of each element of total compensation for our executive officers. Total compensation is comprised of base salary, annual cash bonus and LTI awards. As part of this process, our CMDC reviews the mix of compensation elements to ensure that performance-based compensation is appropriately apportioned and aligns with our business goals and performance and the annual operating plan approved by our Board. In addition, the total compensation opportunity and mix of compensation elements for our executive officers are evaluated based on qualitative factors, such as individual, strategic and leadership achievements. Our CMDC considers these risks carefully when designing our executive compensation programs and believes that the use and weighting of multiple metrics and the use of quantitative and qualitative metrics can mitigate these risks and create appropriate incentives to focus on achievement of the company’s overall performance goals. Our executive compensation programs place a significant emphasis on performance-based compensation. We maintain a short-term incentive plan, known as our annual bonus plan, as well as an LTI plan. For 2023, annual bonus plan awards granted to our NEOs were made under our 2023 Performance-Based Management Incentive Plan, and awards under our LTI plan were granted under our 2017 Omnibus Equity Plan. Awards made under our annual bonus plan are directly tied to the achievement of our company performance goals, which are aligned with the company’s short- and long-term strategic plans, as well as individual performance goals. In 2023, our CMDC determined that awards made under our LTI plan would incorporate a relative performance metric, comparing performance relative to a group of peer companies, as described below under “Long-Term Incentives”. In setting our annual goals under our short- and long-term incentive plans, in addition to our internal forecasts, we consider analysts’ projections for our performance and the performance of companies in our peer group as well as broad economic and industry trends. We strive to establish challenging targets that result in payouts at or above target levels only when company performance warrants it. Our CMDC is responsible for reviewing and approving our metrics, goals, targets, and levels of payout (e.g., threshold, target and maximum) for our executive incentive compensation plans and awards and for reviewing and determining actual performance results at the end of the applicable performance period. In setting and approving the performance goals for our executive officers and for the company under both the short- and long-term incentive plans, our CMDC also considers the alignment of such goals to our business plan, the degree of difficulty of attainment and the potential for the goals to encourage inappropriate risk-taking. Our CMDC has determined that the structures of our executive compensation programs do not put our patients, investors, or the company at any material risk.

  49. Annual Bonus Plan

    Annual Bonus Plan

  50. 2023 Short-Term Incentive (STI) Program

    2023 Short-Term Incentive (STI) Program Our annual bonus plan is a cash incentive plan that rewards near-term financial, strategic, and operational company performance, as well as individual performance. Our CMDC reviews the annual target bonus opportunities for each executive officer by position each year to ensure such opportunities remain competitive. The 2023 target bonus opportunities for our NEOs were unchanged from their respective 2022 bonus targets, and the 2023 bonus target for Mr. Viehbacher was established in connection with his commencement of employment as our CEO in 2022.

  51. 2023 Short-Term Incentive (STI) Program

    | 2024 Proxy Statement | -32- |

  52. 2023 Short-Term Incentive (STI) Program

    The target annual bonus opportunity as a percentage of year-end annual base salary for each of our NEOs in 2023 compared to 2022 was as follows:

  53. 2023 Short-Term Incentive (STI) Program

    | Name | 2023 Target | 2022 Target | | C. Viehbacher | 150% | 150% | | M. McDonnell | 80% | 80% | | S. Alexander | 80% | 80% | | N. Murphy | 75% | 75% | | R. Izzar | 75% | 75% |

  54. 2023 Annual Bonus Plan Design

    2023 Annual Bonus Plan Design Awards for our NEOs under our 2023 annual bonus plan were based on the achievement of company performance goals and individual performance goals. At the beginning of 2023 our CMDC set multiple company performance goals for our 2023 annual bonus plan and a payout multiplier, which we refer to as the Company Multiplier, ranging from 0% to 150%. The Company Multiplier, subject to adjustment by our CMDC, was calculated based on the determination of the level of achievement of each goal and the weighting assigned to each goal, resulting in the determination of the total Company Multiplier applied in the bonus calculation shown below. In addition, our 2023 annual bonus plan payouts were based on an assessment of each NEO’s individual performance, considering their achievement of pre-determined individual performance goals. Evaluating individual performance allows our CMDC (or our Board, in the case of our CEO) to increase or decrease each NEO’s bonus amount based on the NEO’s performance by applying an individual performance multiplier, ranging from 0% to 150%, which we refer to as the Individual Multiplier. We determined the individual annual bonus payments for 2023 using the following calculation:

  55. 2023 Annual Bonus Plan Design

    | Base Salaryx | Target Bonus (%)x | Company Multiplierx | Individual Multiplier |

  56. 2023 Annual Bonus Plan Design

    Our 2023 annual bonus plan provided that if the Company Multiplier was less than 50%, there would be no payout, regardless of individual performance, consistent with our pay-for-performance philosophy. Further, because the Individual Multiplier and the Company Multiplier each have a maximum of 150%, the combined multiplier result for each NEO could not exceed 225% of target.

  57. 2023 Company Performance Goals and Results

    2023 Company Performance Goals and Results Company performance goals were established in the early part of 2023 with assigned weightings that reflected the company’s focus on attaining both financial and strategic goals, near term growth related to LEQEMBI and zuranolone, pipeline development and ESG goals. The goals and weightings selected reflect the importance of linking reward opportunities to both near-term results and our progress in achieving longer-term goals. The strategic performance goals selected in 2023 were designed to measure the achievement of our annual strategic priorities relating to our commercial opportunities and pipeline progress. Our financial performance goals were based on the company’s annual operating plan approved by our Board.

  58. Changes Implemented for 2024 STI Program

    Changes Implemented for 2024 STI Program

  59. Changes Implemented for 2024 STI Program

    | As part of its review of the annual bonus program and aligned with stockholder feedback received, the CMDC has streamlined our 2024 annual bonus program to enhance not just the simplicity and transparency of the program, but also the alignment with our pay-for-performance philosophy. Changes for 2024 include: | | ✓ Enhancing the weighting of financial and pipeline metrics in the 2024 annual bonus scorecard, ✓ Simplifying the Operational and ESG metrics, and ✓ Increasing performance emphasis on targeted areas of focus including access, health equity and DE&I, the very areas of importance expressed by stockholders. | | We expect these changes will strengthen the focus of executives as they drive the execution of our business strategy and strengthen alignment of executives’ interests with those of our stockholders. |

  60. Changes Implemented for 2024 STI Program

    | 2024 Proxy Statement | -33- |

  61. 2023 Annual Bonus Plan Company Performance Targets and Results Table

    2023 Annual Bonus Plan Company Performance Targets and Results Table Our CMDC established the company performance goals at the beginning of 2023 based on preliminary projections for 2023, including certain assumptions regarding the impact of continued TECFIDERA erosion in the U.S. market, increased pressure from generic fumarates in several E.U. markets, competitive pressure globally with respect to SPINRAZA, class erosion for interferons and ongoing pricing pressures for anti-TNFs in Europe and the erosion of our anti-CD20 profit share with Genentech due to the ongoing impact of RITUXAN biosimilars. Financial targets for 2023 were set below the financial targets and actual outcomes for 2022, primarily due to the continued impact of TECFIDERA generic entrants with deeply discounted prices both in the U.S. as well as generic fumarate entrants in certain E.U. markets and are tied directly to our performance-based on pre-established financial and operating performance goals designed to drive execution of our strategic priorities. Our near-term growth goals were focused on preparing for and executing launches for LEQEMBI and ZURZUVAE, both of which we viewed as important to our long-term strategy when these goals were set. Our pipeline development goals work to drive the advancement of high-quality assets through various phases of R&D and executing clinical trials in a timely manner. We believe tying our pipeline performance to executive pay is important in aligning executive and stockholder interests. Our ESG goals work to drive initiatives designed to increase patient access, lessen the environmental impact of our operations, and advance imperatives focused on developing our talent. Given the rigorous business planning review that accompanies the goal setting process, our CMDC believes that the goals were rigorous and appropriately difficult to attain.

  62. 2023 Annual Bonus Plan Company Performance Targets and Results Table

    | Metric | Weight | Threshold | Target | Max | Achieved | Company Multiplier | | Financial Performance | | | | | | | | Revenue | 33% | $9,235M | $9,721M | $10,311M | $9,675M(1) | 95.3% | | Non-GAAP diluted EPS | 33% | $15.01 | $15.80 | $18.00 | $15.71(1) | 94.3% | | Near-Term Growth – LEQEMBI | | | | | | | | Launch Readiness and Execution of LEQEMBI | 5% | Achievement | | | Above Goal(2) | 117.0% | | Near-Term Growth – ZURANOLONE | | | | | | | | Launch Readiness and Execution of ZURANOLONE | 5% | Achievement | | | Above Goal(2) | 123.3% | | Pipeline Development | | | | | | | | Build and Advance Total Pipeline: ◾ Improve Pipeline Value Creation while maximizing the potential to deliver meaningful medicines for patients | 19% | Achievement | | | At Goal(3) | 100.0% | | Environmental, Social, Governance | | | | | | | | Execute on Critical ESG Strategy to Drive Access and Health Equity, DE&I, People Imperatives, and Environmental Initiatives: ◾ Clinical trial recruitment strategy ◾ Environmental initiatives ◾ Enterprise-wide DE&I and employee engagement advancements | 5% | Achievement | | | At Goal(4) | 100.0% | | Overall Annual Bonus Plan Multiplier | | | | Company Multiplier | | 98.6%* | | | | | | Whole Percent | | 99% | | * Numbers may not recalculate due to rounding | | | | | | |

  63. 2023 Annual Bonus Plan Company Performance Targets and Results Table

    Refer to Appendix A for relevant reconciliation of non-GAAP measures. Notes to 2023 Annual Bonus Plan Company Performance Targets and Results Table

  64. 2023 Annual Bonus Plan Company Performance Targets and Results Table

    | (1) These financial measures were based on our publicly reported revenue of $9.8 billion and our publicly announced Non-GAAP diluted EPS of $14.72, as adjusted as follows: for purposes of our 2023 annual bonus plan, revenue was adjusted to 1) neutralize the effects of foreign exchange rate fluctuations; 2) remove SKYCLARYS product revenue; and 3) remove the impact of the change in our presentation of the commercialization expense incurred within the LEQEMBI collaboration. Beginning in the third quarter of 2023 Biogen presented its 50% share of all global pre- and post-commercialization sales & marketing expense for the LEQEMBI collaboration within SG&A expense and no longer presented the post-commercialization portion of these expenses as a reduction to revenue. Biogen’s 50% portion of LEQEMBI product revenue, net, and cost of sales, including royalties, continued to be classified as a component of revenue. Non-GAAP diluted EPS was further adjusted to 1) add $0.63 related to the impact of Reata’s operations for the fourth quarter of 2023; 2) add $0.35 related to the impact of the ENVISION study close out costs recorded in relation to our decision to discontinue the development and commercialization of ADUHELM; and 3) add $0.01 related to share repurchases in 2023 under our 2020 Share Repurchase Program to account for lower than forecasted share purchases during 2023. |

  65. 2023 Annual Bonus Plan Company Performance Targets and Results Table

    | 2024 Proxy Statement | -34- |

  66. 2023 Annual Bonus Plan Company Performance Targets and Results Table

    | (2) Our near-term growth goals for LEQEMBI and zuranolone were achieved above the targets set for these metrics, which included commercial supply readiness, patient access, international expansion, partnership health and other objectives critical for launch success. |

  67. 2023 Annual Bonus Plan Company Performance Targets and Results Table

    | (3) The company continued to work to drive value creation through the achievement of key asset milestones. We achieved our target set for 2023 through the approvals of LEQEMBI, QALSODY and ZURZUVAE in various geographies as well as achieving clinical stage study recruitment ahead of baseline. |

  68. 2023 Annual Bonus Plan Company Performance Targets and Results Table

    | (4) We achieved our key ESG goals at target. The company exceeded goals measuring health equity and access by recruiting diverse and representative clinical trial participants, executing country specific DE&I strategies to support recruitment in clinical trials and increasing global patient access. We were below target on goals measuring internal people imperatives. We exceeded goals focused on reducing the environmental impact of our operations. |

  69. 2023 Annual Bonus Plan Company Performance Targets and Results Table

    Further detail on the company’s achievement of performance goals:

  70. Financial Performance

    | 1. | While we achieved over 99% of our revenue and EPS targets, this translated to a scorecard payout of 95.3% and 94.3%, respectively. |

  71. Operational Performance

    | • | Worked to create long-term value through geographic expansion planning and furthered scientific understanding through data publications. |

  72. 2023 Individual Performance Goals and Results

    2023 Individual Performance Goals and Results The Individual Multiplier reflects each named executive officer’s overall individual performance rating that is determined as part of our performance assessment process. Each NEO’s Individual Multiplier is based on an evaluation of his or her overall performance and consideration of the achievement of individual goals established at the beginning of the year. Goals may be both quantitative and qualitative. For 2023 Mr. Viehbacher recommended to our CMDC an Individual Multiplier for each actively employed NEO (other than himself) based on his assessment of their individual contributions for the year. In addition, our CMDC reviews on a qualitative basis each NEO’s other contributions to the company and our business, leadership competencies and relative performance among all our executive officers in determining Individual Multipliers. In its evaluation, our CMDC assigned Individual Multipliers to our actively employed NEOs, other than Mr. Viehbacher, between 115% and 150% based on the accomplishments listed below. Our CMDC recommended, and our Board approved, Mr. Viehbacher’s bonus with an individual multiplier of 100% and company multiplier of 99%.

  73. Michael McDonnell

    | • | Implemented a transformative IT strategy which delivered long-term cost savings, improved operational efficiency, and enhanced data protection of Biogen assets. |

  74. 2023 Annual Bonus Plan Awards

    2023 Annual Bonus Plan Awards Our CMDC, except with respect to Mr. Viehbacher whose final bonus determinations were made by our Board, determined that the final bonus awards under our 2023 annual bonus plan were as follows:

  75. 2023 Annual Bonus Plan Awards

    | Name | Year-end Salary (A) x | Target Bonus% (B) x | Company Multiplier (C) x | Individual Multiplier (D) = | Bonus Award (E) | | C. Viehbacher | $1,600,000 | 150% | 99% | 100% | $2,376,000 | | M. McDonnell | $950,490 | 80% | 99% | 150% | $1,129,183 | | S. Alexander | $929,524 | 80% | 99% | 115% | $846,611 | | N. Murphy | $675,000 | 75% | 99% | 135% | $676,603 | | R. Izzar | $594,756 | 75% | 99% | 130% | $574,088 |

  76. 2023 Annual Bonus Plan Awards

    | 2024 Proxy Statement | -37- |

  77. Long-Term Incentives

    Long-Term Incentives

  78. 2023 LTI Program

    2023 LTI Program Below is a summary of the types of annual LTI awards granted to our NEOs (with the exception of Mr. Viehbacher who was not eligible for LTI grants) for 2023.

  79. 2023 LTI Program

    | Terms | Performance Stock Units | Restricted Stock Units | | Proportion of Annual Target Grant | 50% | 50% | | Performance Period(s) | 3 years (2023-2025) | n/a | | Metrics & Weightings | Relative Total Stockholder Return: 100% | n/a | | Threshold / Maximum Payout (% of Target Award) | 25% / 200% | n/a | | Vesting | 3-Year Cliff Vesting | Annual Ratable Vesting over 3 years (1/3 per year) |

  80. 2023 LTI Program

    All annual LTI awards granted to our executive officers are variable and designed to reward long-term company performance. Our LTI program for our executive officers for 2023 consisted of PSUs and RSUs, with the annual LTI total target grant date value of awards being split evenly between PSUs and RSUs (assuming target performance). The PSUs granted to our executive officers are performance-based and settled in our common stock. The RSUs granted to our executive officers are time-based and settled in our common stock. The performance conditions applicable to these PSUs are described in further detail below. Our annual LTI target grant values are determined based on an executive’s individual performance, potential future contributions and market competitiveness as well as other factors. In determining the LTI target grant value for a year, our CMDC reviews LTI awards made by companies in our peer group and, in certain circumstances, the broader market, and reviews the total compensation level of our executive officers against that of companies in our peer group and, in certain circumstances, the broader market. In general, we place a heavier weight on LTI awards in our executive compensation program to better align the interests of our executives with those of our stockholders. On average, target LTI grant values for our NEOs position their total compensation at or around the median values of our peer group in cases where there are comparable positions at the peer companies. We have an established annual LTI grant practice where LTI grants are made following the completion of our internal performance reviews of our executive officers as well as our external market review of equity practices of our peer group and the broader market, including data from the Willis Towers Watson Pharmaceutical and Health Sciences Executive Compensation survey (Willis Towers Watson Survey) described later in this document. Since 2004, we have made our annual LTI grants in February of each year generally following our annual earnings release. From time to time, we also grant time-based RSUs to recognize extraordinary contributions to the company or for transition or retention purposes. In 2023, the annual LTI grant values for our NEOs (assuming target performance) were as follows:

  81. 2023 LTI Program

    | Name | LTI Grant Value | | C. Viehbacher(1) | — | | M. McDonnell | $4,000,000 | | S. Alexander | $3,750,000 | | N. Murphy | $3,600,000 | | R. Izzar | $3,500,000 |

  82. 2023 LTI Program

    Notes to the 2023 LTI Awards Table (1) Mr. Viehbacher was not eligible for any 2023 equity grants. The performance metric for the 2023 PSUs is a three-year cumulative rTSR metric and the 2023 PSUs will vest on the third anniversary of the date of grant, with the number of PSUs earned based on the cumulative rTSR metric. This program design drives our long-term business strategy, is reflective of competitive market practices and aligns with stockholder interests. We believe measuring rTSR is critical to see how we perform in comparison to the market. The actual value (if any) of PSUs will not be

  83. 2023 LTI Program

    | 2024 Proxy Statement | -38- |

  84. 2023 LTI Program

    realized by our NEOs until the three-year period ends and then only if the applicable performance goals are achieved. The table below outlines a summary of PSU awards granted in 2023.

  85. 2023 LTI Program

    | Elements | Description | | | | | rTSR Comparison Group | Peer group used for executive compensation benchmarking (see page 44) | | | | | Performance Period | 3 years: 2023-2025 | | | | | Performance Goals & Payouts | | Threshold | Target | Maximum | | | Goal | 25th Percentile | 55th Percentile | 75th Percentile | | | Payout | 25% of Target | 100% of Target | 200% of Target | | | There is no payout for performance below threshold and payouts are capped at 200% of target. Payouts are interpolated for performance between threshold, target and maximum. | | | | | Absolute TSR Cap | In the event our absolute TSR performance over the 2023-2025 period is negative, any payouts under this program will be capped at target, irrespective of rTSR performance. | | | |

  86. 2023 LTI Program

    The actual value that will be realized from annual PSU awards depends on the degree of achievement of performance goals, with 100% of the PSUs (based on the grant date target value) settled in our common stock based upon achievement of a cumulative three-year rTSR metric. The actual value that will be realized from RSU awards depends on the closing stock price on each of the dates such awards vest. If the vesting price is higher than the grant price, the value of stock that vest will be increased and in contrast, if the vesting price is lower than the grant price, the value of stock that vest will be decreased. Our common stock price is influenced by the company’s performance as well as external market factors.

  87. Changes Implemented for 2024 LTI Program

    Changes Implemented for 2024 LTI Program

  88. Changes Implemented for 2024 LTI Program

    | As part of its review of the annual LTI program and aligned with stockholder feedback received, the CMDC has updated the structure of our 2024 LTI program to provide additional emphasis on PSUs, a more balanced assessment of company performance and improve the objectivity of performance measurement. Changes for 2024 include: | | ✓ Increasing the emphasis on PSUs: PSUs will comprise 60% of 2024 LTI equity awards, an increase from 50% in 2023, ✓ Adding an operational-focused performance metric to the 2024 PSU: In addition to rTSR performance goals, 2024 PSUs will also include a compound annual growth rate of our adjusted EPS (EPS CAGR) performance goal, with the metric weightings evenly split between rTSR and EPS CAGR, and ✓ Expanding the rTSR comparator group: In 2024, rTSR performance will be assessed against a comparator group consisting of all companies in our executive compensation peer group plus constituents of the NASDAQ Biotechnology Index with a $5B market cap or greater which aligns with market practice for rTSR measurement and increases the objectivity of the rTSR comparator group. | | We expect these changes will strengthen the long-term focus of executives, better align the equity vesting outcomes with the creation of incremental stockholder value and strengthen alignment of executives’ interests with those of stockholders. |

  89. 2022 LTI Program

    2022 LTI Program The 2022 LTI program operates with the same design as the 2023 program.

  90. 2021 LTI Program

    2021 LTI Program For our 2021 PSU awards, 60% of the PSUs (based on the grant date target value) were settled in our common stock based on achievement of pipeline performance goals over a three-year performance period (2021 to 2023) (the 2021 Stock-Settled PSUs) and continued employment through the vesting date. The remaining 40% of the PSUs were settled in cash based on the achievement of three one-year financial goals (2021, 2022 and 2023) (the 2021 Cash-Settled PSUs) and continued employment through the vesting date. Our 2021 PSU awards vested in February 2024. For our 2021 PSU awards, the number of PSUs earned at the end of the three-year performance period was determined as set forth below:

  91. 2021 PSU Awards Table

    2021 PSU Awards Table Set forth below is a summary of the performance metrics and weightings that our CMDC established for our 2021 PSU awards and the degree to which we achieved the performance goals for the 2023 tranche of the 2021 Cash-Settled PSUs.

  92. 2021 PSU Awards Table

    | 2024 Proxy Statement | -39- |

  93. 2021 PSU Awards Table

    Based on our overall performance the multiplier for the 2023 (i.e., third) tranche of the 2021 Cash-Settled PSUs was 94% for our NEOs.

  94. 2021 PSU Awards Table

    | Percentage of PSU Award | Percentage of PSU Target Value /Total LTI Target Value | Performance Metrics | Performance Metrics Weight | Performance Period | Target Performance | Actual Performance | | Stock- Settled: 60% | 60% / 30% | Pipeline Milestone | 60% | 2021-2023 | Specific goals are not disclosed for competitive reasons(7) | | | | | Performance | | | | | | Cash- Settled: 40% | 40% / 20% | Adjusted Free Cash Flow | 28% | 2021 | $3.1B | $3.4B(1) | | | | | | 2022 | $2.0B | $2.1B(2) | | | | | | 2023 | $1.8B | $1.8B(3) | | | | Revenue | 12% | 2021 | $10.5B to $10.6B | $11.1B(4) | | | | | | 2022 | $10.0B | $10.3B(5) | | | | | | 2023 | $9.7B | $9.7B (6) |

  95. 2021 PSU Awards Table

    Notes to the 2021 PSU Awards Table See Appendix A for a reconciliation of non-GAAP measures.

  96. 2021 PSU Awards Table

    | (1) This financial measure was based on our Non-GAAP free cash flow, as adjusted to add $105.0 million related to an upfront payment made in connection with entering into a collaboration and license agreement with InnoCare Pharma Limited, $43.0 million related to a milestone payment associated with the FDA approval of ADUHELM in the U.S. and $12.0 million related to other commercial milestone payments, partially offset by the subtraction of $116.0 million from the ADUHELM sales impact on working capital, $62.0 million related to the Italy rebate impact and $2.0 million related to share repurchases in 2021 under our 2020 Share Repurchase Program. These items were either not originally contemplated, or their magnitude or timing was uncertain at the time the company performance goals were originally established. |

  97. 2021 PSU Awards Table

    | (2) This financial measure was based on our Non-GAAP free cash flow, as adjusted to add $1.0 million related to share repurchases in 2022 under our 2020 Share Repurchase Program and $917.0 million related to total net payments for a litigation settlement agreement and settlement fees and expenses. These items were either not originally contemplated, or their magnitude or timing was uncertain at the time the company performance goals were originally established. |

  98. 2021 PSU Awards Table

    | (3) This financial measure was based on our Non-GAAP free cash flow, as adjusted to subtract $7.0 million related to share repurchases in 2023 under our 2020 Share Repurchase Program and add $486.0 million related to total net cash payments made in the fourth quarter of 2023 related to Reata. These items were either not originally contemplated, or their magnitude or timing was uncertain at the time the company performance goals were originally established. |

  99. 2021 PSU Awards Table

    | (4) This financial measure was based on our publicly reported revenue of $11.0 billion, as adjusted to neutralize the effects of foreign exchange rate fluctuations. |

  100. 2021 PSU Awards Table

    | (5) This financial result was based on our publicly reported revenue of $10.2 billion, as adjusted to neutralize the effects of foreign exchange rate fluctuations. |

  101. 2021 PSU Awards Table

    | (6) These financial measures were based on our publicly reported revenue of $9.8 billion, as adjusted to 1) neutralize the effects of foreign exchange rate fluctuations; 2) remove SKYCLARYS product revenue; and 3) remove the impact of the change in our presentation of the commercialization expense incurred within the LEQEMBI Collaboration. Beginning in the third quarter of 2023 Biogen presented its 50% share of all global pre- and post-commercialization sales & marketing expense for the LEQEMBI Collaboration within SG&A expense and no longer presented the post-commercialization portion of these expenses as a reduction to revenue. Biogen’s 50% portion of LEQEMBI product revenue, net, and cost of sales, including royalties, continued to be classified as a component of revenue. |

  102. 2021 PSU Awards Table

    | (7) These goals include completing activities critical to advancing therapies through our pipeline including but not limited to milestones associated with LEQEMBI, ZURZUVAE and QALSODY. |

  103. 2021 PSU Awards Table

    The 2021 Stock-Settled PSUs metric, which was approved by our CMDC, was the achievement of a pipeline milestone performance for the three-year period of 2021 through 2023. Pipeline milestone performance over the three-year period from 2021 through 2023 was selected with the aim to drive our long-term strategic direction and stockholder value creation through our pipeline progress and development. The 2021 Cash-Settled PSUs financial metrics were adjusted free cash flow and revenue. At the beginning of each year during the performance period for our 2021 Cash-Settled PSU awards, our CMDC approved the targets for each of these financial metrics for such year. When making these grants in 2021, our CMDC decided that because of the nature of our business, in which operating metrics can potentially be impacted positively or negatively by events outside of the control of executives, the design of the PSU program would be based, in part, on the use of three one-year financial goals.

  104. 2021 PSU Awards Table

    | • | Our CMDC viewed free cash flow as a critical measure to align the interests of management with those of our stockholders as it reflects the net cash flow available to the company to pursue opportunities and investments that enhance stockholder value. As such, a cash flow performance goal encouraged management to optimize capital expenditures, invest prudently in high return projects and optimize working capital. |

  105. 2021 PSU Awards Table

    | 2024 Proxy Statement | -40- |

  106. 2021 PSU Awards Table

    | • | We selected revenue as a performance measure to further reinforce the importance of achieving and exceeding our revenue goal and to provide an additional incentive (outside our annual bonus plan) to achieve such goal with the imposition of longer-term vesting requirements to encourage retention. |

  107. 2021 PSU Awards Table

    To further motivate our executives to drive the organization toward the achievement and potential over-achievement of these goals, we provided for a maximum payout opportunity of 200% for our PSU awards. Participants ultimately earned between 0% and 200% of the target number of PSUs granted based on the degree of actual performance goal achievement, generally subject to continued service with the company.

  108. 2021 PSU Award Payout

    2021 PSU Award Payout Set forth below is a summary of the performance metrics and weightings that our CMDC established for our 2021 PSU awards and the degree to which we achieved the performance goals for the 2021 Stock-Settled PSUs and the 2021 Cash-Settled PSUs.

  109. 2021 Stock-Settled PSUs

    2021 Stock-Settled PSUs

  110. 2021 Stock-Settled PSUs

    | | | | Performance Target | | | | | | Performance Metrics | Performance Period | Threshold | Target | Max | Results | Weight | Payout | | Pipeline Milestone Performance | 2021-2023 | Specific goals are not disclosed for competitive reasons | | | Above Goal(1) | 60% | 105% | | 2021 Stock-Settled PSU Multiplier | | | | | | | 105% |

  111. 2021 Stock-Settled PSUs

    Notes to the 2021 Stock-Settled PSUs Table

  112. 2021 Stock-Settled PSUs

    | (1) The company continued to expand and re-shape its pipeline of pre-clinical and clinical stage programs through the advancement of internal programs, external business development activities, and exceeding expectations with respect to our clinical stage portfolio. Some achievements which drove this payout included milestones associated with LEQEMBI, ZURZUVAE and QALSODY. Specific details are not disclosed for competitive reasons. |

  113. 2021 Cash-Settled PSUs

    2021 Cash-Settled PSUs

  114. 2021 Cash-Settled PSUs

    | | | | Performance Target | | | | | | | Performance Metrics | Performance Period | Threshold | Target | Max | Results | Weight | Multiplier | | | Adjusted Free Cash Flow | 2021 | $2.8B | $3.1B | $3.4B | $3.4B(1) | 28% | 160.9 | | | Revenue | 2021 | $10.1B | $10.5B to 10.6B | $11.3B | $11.1B(2) | 12% | 140.5 | | | 2021 Tranche of 2021 Cash-Settled PSU Multiplier | | | | | | | 155.0 | %*(7) | | Adjusted Free Cash Flow | 2022 | $1.6B | $2.0B | $2.3B | $2.1B(3) | 28% | 111.3 | | | Revenue | 2022 | $9.5B | $10.0B | $10.5B | $10.3B(4) | 12% | 139.6 | | | 2022 Tranche of 2021 Cash-Settled PSU Multiplier | | | | | | | 120.0 | %*(8) | | Adjusted Free Cash Flow | 2023 | $1.7B | $1.8B | $2.3B | $1.8B(5) | 28% | 93.2 | | | Revenue | 2023 | $9.2B | $9.7B | $10.9B | $9.7B(6) | 12% | 95.3 | | | 2023 Tranche of 2021 Cash-Settled PSU Multiplier | | | | | | | 94.0 | %*(9) |

  115. 2021 Cash-Settled PSUs

    * Numbers may not recalculate due to rounding. See Appendix A for a reconcilliation of non-GAAP measures. Notes to the 2021 Cash-Settled PSUs Table

  116. 2021 Cash-Settled PSUs

    | (1) This financial measure was based on our Non-GAAP free cash flow, as adjusted to add $105.0 million related to an upfront payment made in connection with entering into a collaboration and license agreement with InnoCare, $43.0 million related to a milestone payment associated with the FDA approval of ADUHELM in the U.S. and $12.0 million related to other commercial milestone payments, partially offset by the subtraction of $116.0 million from the ADUHELM sales impact on working capital, $62.0 million related to the Italy rebate impact and $2.0 million related to share repurchases in 2021 under our 2020 Share Repurchase Program. These items were either not originally contemplated or their magnitude or timing was uncertain at the time the company performance goals were originally established. |

  117. 2021 Cash-Settled PSUs

    | (2) This financial measure was based on our publicly reported revenue of $11.0 billion, as adjusted to neutralize the effects of foreign exchange rate fluctuations. |

  118. 2021 Cash-Settled PSUs

    | (3) This financial measure was based on our Non-GAAP free cash flow, as adjusted to add $1.0 million related to share repurchases in 2022 under our 2020 Share Repurchase Program and $917.0 million related to total net payments for a litigation settlement agreement and settlement fees and expenses. These items were either not originally contemplated or their magnitude or timing was uncertain at the time the company performance goals were originally established. |

  119. 2021 Cash-Settled PSUs

    | 2024 Proxy Statement | -41- |

  120. 2021 Cash-Settled PSUs

    | (4) This financial measure was based on our publicly reported revenue of $10.2 billion, as adjusted to neutralize the effects of foreign exchange rate fluctuations. |

  121. 2021 Cash-Settled PSUs

    | (5) This financial measure was based on our Non-GAAP free cash flow, as adjusted to subtract $7.0 million related to share repurchases in 2023 under our 2020 Share Repurchase Program and add $486.0 million related to total net cash payments made in the fourth quarter of 2023 related to Reata. These items were either not originally contemplated or their magnitude or timing was uncertain at the time the company performance goals were originally established. |

  122. 2021 Cash-Settled PSUs

    | (6) This financial measure was based on our publicly reported revenue of $9.8 billion, as adjusted to 1) neutralize the effects of foreign exchange rate fluctuations; 2) remove SKYCLARYS product revenue; and 3) remove the impact of the change in our presentation of the commercialization expenses incurred within the LEQEMBI Collaboration. Beginning in the third quarter of 2023 Biogen presented its 50% share of all global pre- and post-commercialization sales & marketing expenses for the LEQEMBI Collaboration within SG&A expense and no longer presented the post-commercialization portion of these expenses as a reduction to revenue. Biogen’s 50% portion of LEQEMBI product revenue, net, and cost of sales, including royalties, continued to be classified as a component of revenue. |

  123. 2021 Cash-Settled PSUs

    | (7) We utilized the same performance metrics for the 2021 (i.e., second) tranche of the 2020 Cash-Settled PSUs and the 2021 (i.e., third) tranche of the 2019 Cash-Settled PSUs and, therefore, the multiplier for the 2021 tranche of the 2020 Cash-Settled PSUs and the 2019 Cash-Settled PSUs for the NEOs was also 155% for our NEOs. |

  124. 2021 Cash-Settled PSUs

    | (8) We utilized the same performance metrics for the 2022 (i.e., third) tranche of the 2020 Cash-Settled PSUs and the 2022 (i.e., second) tranche of the 2021 Cash-Settled PSUs and, therefore, the multiplier for the 2022 tranche of the 2021 Cash-Settled PSUs and the 2020 Cash-Settled PSUs for the NEOs was also 120% for our NEOs. |

  125. 2021 Cash-Settled PSUs

    | (9) We utilized the same performance metrics for the 2023 (i.e., third) tranche of the 2021 Cash-Settled PSUs and, therefore, the multiplier for the 2023 tranche of the 2021 Cash-Settled PSUs was also 94% for our NEOs. |

  126. 2021 PSU Payout

    2021 PSU Payout The final payouts under our 2021 Stock-Settled PSUs and 2021 Cash-Settled PSUs were as follows:

  127. 2021 PSU Payout

    | Name | Target 2021 Stock- Settled PSU Award at Grant (#) | Actual 2021 Stock-Settled PSU Award Earned (#) | Target 2021 Cash-Settled PSU Award at Grant ($) | Actual 2021 Cash-Settled PSU Award Earned ($) | | C. Viehbacher | — | — | — | — | | M. McDonnell | 4,350 | 4,568 | $800,000 | $858,580 | | S. Alexander | 3,260 | 3,423 | $600,000 | $643,830 | | N. Murphy | 815 | 856 | $150,000 | $161,240 | | R. Izzar | 1,305 | 1,370 | $240,000 | $257,406 |

  128. 2021 MSUs

    2021 MSUs MSUs comprised 50% of our executives’ target LTI for 2021. MSUs are performance-based RSUs that are earned based on our common stock price performance from the date of grant to each of the three annual vesting dates. Each annual tranche is assessed against our stock price on the original grant date, such that the awards vesting in 2022, 2023 and 2024 were assessed against the 2021 grant date stock price, thereby aligning long-term executive interests with those of our stockholders. On each vesting date, the performance multiplier is determined based on the stock price growth measured from the grant date to such vesting date using the average closing stock price for the 30 calendar days following and including the grant date and 30 calendar days prior to and including such vesting date for MSUs granted in 2021. Participants ultimately earned between 0% and 200% of the target number of MSUs awarded based on our actual stock performance. The maximum payout percentage of MSUs granted in 2021 is consistent with those granted in 2020 (200%). Once the performance multiplier was determined, it was applied to the target number of MSUs granted to each executive. The three-year vesting period ties executive compensation directly to our common stock price performance, as both the MSUs earned, and the value actually received in respect of MSUs are dependent on the performance of our common stock over the three-year vesting period. On each vesting date, the earned MSUs were settled in our common stock. MSUs directly align long-term interests of our executives with stockholders, as the payout is directly tied to stock price performance. The following table shows the vesting date, performance period and performance multiplier applied for MSUs vesting in 2023 and 2024:

  129. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant Our CMDC believes that independent advice is important in developing and overseeing our executive compensation programs. Pearl Meyer is currently engaged as our CMDC’s independent compensation consultant. Pearl Meyer does not provide any other services to Biogen and engages in other matters as needed and as directed solely by our CMDC. Reporting directly to our CMDC, Pearl Meyer provides guidance on trends in CEO, executive and non-employee director compensation, the development of specific executive compensation programs and the composition of the company’s compensation peer group used for market comparisons. Additionally, Pearl Meyer prepares a comprehensive report on CEO pay that compares each element of our CEO’s compensation to that of CEOs at companies in our peer group. Using this and other similar information, our CMDC recommends, and our Board approves, the elements and target levels of our CEO’s compensation and our CMDC approves the elements and target levels of compensation for our other executive officers. Our CMDC assesses Pearl Meyer’s independence annually and, in accordance with applicable SEC and Nasdaq rules, confirmed in December 2023 that Pearl Meyer’s work did not raise any conflicts of interest and that Pearl Meyer remains independent under applicable rules.

  130. Role of our CEO

    To understand the external market competitiveness of the compensation for our executive officers, our CEO and our CMDC review a report analyzing publicly available information and surveys prepared by our internal compensation group and reviewed by Pearl Meyer. The report compares the compensation of each executive officer, other than our CEO, to data available for comparable positions at companies in our peer group and, in certain circumstances, the broader market, by compensation element (please see “External Market Competitiveness and Peer Group” below for further details). Our CMDC considers all of the information presented, discusses the recommendations with our CEO and with Pearl Meyer and applies its judgment to determine the elements of compensation and target compensation levels for each executive officer, other than the CEO. Our CEO also provides a self-assessment of his achievements for the prior year. Our CMDC reviews and considers this in analyzing the CEO’s performance, and in recommending the compensation of our CEO for approval by our Board. Our CEO does not participate in any deliberations regarding his own compensation.

  131. External Market Competitiveness and Peer Group

    External Market Competitiveness and Peer Group We consider market practices and trends when determining executive compensation levels and compensation program designs at Biogen. We do not target a specific market percentile or simply replicate the market practice. Instead, we review external market practices as a reference point to assist us in providing programs designed to attract, retain and inspire extraordinary talent. Our CMDC also uses peer group and other market data to provide context for its executive compensation decision-making. Each year Pearl Meyer reviews the external market data and evaluates the composition of our peer group for appropriateness. Our CMDC reviews the information provided from internal sources as well as the information provided by Pearl Meyer to select our peer group based on comparable companies that approximate (1) our scope of business, including revenue and market capitalization, (2) our global geographical reach, (3) our research-based business with multiple marketed products and (4) a comparable pool of talent for which we compete. The peer group used for setting 2023 target compensation levels and making related compensation decisions for the NEOs consisted of the biotechnology and pharmaceutical companies listed below, as we compete with companies in both of these sectors for executive talent. This peer group was determined by the CMDC based on an in-depth review by its independent compensation consultant, Pearl Meyer, which included an assessment of potential comparators to evaluate the degree to which the current peers are generally reflective of Biogen’s profile in terms of valuation, size, maturity, global scale and complexity. The assessment also included an examination of the broader marketplace to identify appropriate and relevant removals and/or additions to the peer group.

  132. External Market Competitiveness and Peer Group

    | Biotechnology Peers | Pharmaceutical Peers | | Amgen Inc. Alnylam Pharmaceuticals, Inc. BioMarin Pharmaceutical Inc. Gilead Sciences Inc. Incyte Corporation Moderna, Inc. Neurocrine Biosciences, Inc. Regeneron Pharmaceuticals, Inc. Seagen Inc.* United Therapeutics Corporation Vertex Pharmaceuticals Incorporated *Acquired by Pfizer in December 2023. | AbbVie Inc. Bristol-Myers Squibb Company Eli Lilly and Company Jazz Pharmaceuticals plc Merck & Co, Inc. |

  133. External Market Competitiveness and Peer Group

    For each of the companies in our peer group, when available, we analyze the company’s CD&A and other data publicly filed during the prior year to identify the executives at such companies whose positions are comparable to those held by our executive officers, including our CEO. We then compile and analyze the data for each comparable position. Our competitive analysis includes the structure and design of the executive compensation programs as well as the targeted value of the compensation under these programs. For our executive officers, other than our CEO, we may supplement the data from our peer group with published compensation surveys. For 2023, consistent with past years, we used the Willis Towers Watson survey. We chose the Willis Towers Watson survey because of the number of companies in our peer group that participate in it, the number of positions reported by the survey that continue to be comparable to our executive positions and the high standards under which we understand the survey is conducted (including data collection and analysis methodologies). All of the companies in our peer group are represented in a special cross-section of the Willis Towers Watson survey focused on our peer group other than Alnylam Pharmaceuticals, Inc., BioMarin Pharmaceutical Inc., Incyte Corporation, Jazz Pharmaceuticals plc, Neurocrine Biosciences, Inc., Seagen Inc., and United Therapeutics Corporation, none of which included data in the survey. This survey data includes other relevant companies in the biotech and pharmaceutical industry with which we compete for talent.

  134. External Market Competitiveness and Peer Group

    | 2024 Proxy Statement | -44- |

  135. External Market Competitiveness and Peer Group

    A summary of the process our CMDC follows in setting compensation is described below:

  136. External Market Competitiveness and Peer Group

    | CMDC Compensation Setting Process | | | Target Setting | Management creates an annual operating plan that discusses potential goals for the upcoming year that are tied to the short- and longer-term strategic goals of the company as well as individual goals for our executive officers. | | | The annual operating plan for the year is approved by our Board. As part of the approval process, our Board considers many factors relevant to our business, reputation, and strategy, including pipeline and business development, pricing and patient access, market expectations and intellectual property risk. | | | Our CMDC strives to ensure that the performance goals and targets under our compensation plans are aligned with the approved annual operating plan | | | Payout levels for each performance goal are recommended by management and approved by our CMDC. | | | The performance goals are then applied to the compensation opportunities for our executive officers, including NEOs, so that there is full alignment of executive incentive goals and company goals for the year. | | | Our CMDC also reviews base salaries, bonus and LTI planning ranges, plan designs, benefits and peer group and other broader market data. | | Monitoring & Tracking | Our CMDC closely monitors progress against the performance goals throughout the year based on reports and analysis on progress towards milestones and other success measures and engages in dialogue with management. | | Results & Awards | Reviews and discusses our CEO’s recommended compensation levels for each executive officer, other than himself, in the context of such executive officer’s contributions to the company and the other factors described above. | | | Reviews, discusses and approves the final compensation for each executive officer, other than our CEO, including base salary, annual cash bonus and LTI awards. | | | Reviews CEO goal progress and results, compensation and recommends the compensation of our CEO, including base salary, annual cash bonus and LTI awards, to our Board for approval. |

  137. External Market Competitiveness and Peer Group

    Our CMDC is committed to ensuring that award payouts are reflective of our performance outcomes, aligned with stockholder value and hold the members of our Executive Committee, which includes all of our NEOs, accountable for the company’s business performance compared to original goals.

  138. Post-Termination Compensation and Benefits

    Post-Termination Compensation and Benefits We provide severance benefits to all of our executive officers if their employment is terminated without cause or in certain other circumstances. The terms of these arrangements and the amounts payable under them are described below for each NEO under the heading “Potential Payments Upon Termination or Change in Control.” We provide these benefits because we believe that severance protection is necessary to help our executives maintain their focus on the best interests of the company when providing advice to the company and when making strategic decisions about a potential corporate transaction or change in control, and further encourages effective leadership in the closing and integration of significant transactions affecting the company.

  139. Summary Compensation Table

    Summary Compensation Table The following table shows the compensation paid to or earned by our NEOs during the years ended December 31, 2023, December 31, 2022, and December 31, 2021, for the year(s) in which they were an NEO under applicable SEC rules.

  140. Summary Compensation Table

    | Name and Principal Position (a) | Year (b) | Salary (c) | Bonus (d)(8) | Stock Awards(1) (e) | Option Awards(2) (f) | Non-Equity Incentive Plan Compensation(3) (g) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) (h) | All Other Compensation(5) (i) | Total (j) | | Christopher A. Viehbacher(6) President and CEO | 2023 | $1,600,000 | — | — | — | $2,376,000 | $39 | $93,874 | $4,069,913 | | | 2022 | $153,846 | — | $18,800,045 | $11,200,610 | $315,616 | — | $18,476 | $30,488,593 | | Michael R. McDonnell Executive Vice President and Chief Financial Officer | 2023 | $945,268 | — | $4,960,629 | — | $1,129,183 | $837 | $131,684 | $7,167,601 | | | 2022 | $901,308 | — | $5,083,295 | — | $1,107,638 | $2,538 | $115,055 | $7,209,834 | | | 2021 | $868,798 | — | $4,062,291 | — | $836,400 | $513 | $150,369 | $5,918,371 | | Susan H. Alexander Executive Vice President, Chief Legal Officer | 2023 | $924,417 | — | $4,600,947 | — | $846,611 | $148,759 | $183,118 | $6,703,852 | | | 2022 | $879,407 | — | $4,155,317 | — | $1,177,397 | $436,869 | $141,162 | $6,790,152 | | | 2021 | $832,173 | — | $3,408,917 | — | $813,659 | $441,999 | $142,558 | $5,639,306 | | Nicole C. Murphy Head of Pharmaceutical Operations and Technology | 2023 | $670,642 | — | $4,268,453 | — | $676,603 | — | $98,621 | $5,714,319 | | | 2022 | $592,218 | — | $3,471,264 | — | $729,572 | — | $136,658 | $4,929,712 | | Rachid Izzar Head of Global Product Strategy & Commercialization | 2023 | $591,179 | — | $4,182,544 | — | $574,088 | — | $100,019 | $5,447,830 |

  141. Summary Compensation Table

    Notes to the Summary Compensation Table

  142. Summary Compensation Table

    | (1) The amounts in column (e) reflect the grant date fair value, computed in accordance with ASC 718, for RSUs, MSUs and PSUs granted during 2023, 2022 and 2021, as applicable, excluding the effect of estimated forfeitures. The cash portion of PSUs are included in the year when the applicable performance goals are set and the fair value of the PSUs is determinable. The 2023 amounts include one-third of the 2021 Cash-Settled PSUs, which is the tranche of the award for which performance goals were set in 2023 relating to the 2023 performance period. The 2022 amounts include one-third of the 2021 Cash-Settled PSUs and one-third of the 2020 Cash-Settled PSUs, which are the tranches of the awards for which performance goals were set in 2022 relating to the 2022 performance period. The 2022 amounts also reflects RSU grants to each of our NEOs except for Mr. Viehbacher. For Mr. Viehbacher, the 2022 amounts also include an RSU matching grant pursuant to his Letter Agreement. The 2021 amounts include one-third of the 2021 Cash-Settled PSUs, one-third of the 2020 Cash-Settled PSUs and one-third of the 2019 Cash-Settled PSUs, which are the tranches of the awards for which performance goals were set in 2021 relating to the 2021 performance period. The grant date fair value for MSU, rTSR PSU and absolute stock price compound annual growth rate (Absolute CAGR) PSU awards are estimated as of the date of grant using a lattice model with a Monte Carlo simulation, based on the probable outcome of applicable performance conditions. The grant date fair value for RSU awards and PSU awards in 2021 was determined by multiplying the number of stock subject to the award (assuming target performance for such PSUs) by the closing price of the company’s common stock on the grant date. |

  143. Summary Compensation Table

    | | 2023 | | 2022 | | 2021 | | | Executive Officer | Target Payout | Maximum Payout | Target Payout | Maximum Payout | Target Payout | Maximum Payout | | Mr. Viehbacher | — | — | $16,800,109 | $33,600,217 | — | — | | Mr. McDonnell | $2,961,052 | $5,922,104 | $2,933,504 | $5,867,008 | $4,062,291 | $8,124,582 | | Ms. Alexander | $2,725,541 | $5,451,081 | $2,455,508 | $4,911,016 | $3,408,917 | $6,817,834 | | Ms. Murphy | $2,468,691 | $4,937,382 | $1,971,691 | $3,943,383 | — | — | | Mr. Izzar | $2,432,736 | $4,865,471 | — | — | — | — |

  144. Summary Compensation Table

    | (2) The amounts in column (f) reflect the grant date fair value, computed in accordance with ASC 718, for stock options granted to Mr. Viehbacher during 2022, using a Black-Scholes option pricing model. The assumptions used the Black-Scholes option pricing model to calculate the grant date fair value of the stock options, which includes: 1) expected volatility (42.2%); 2) expected term (6 years); 3) risk-free interest rate (3.6%); and 4) expected dividend yield (0.0%). |

  145. Summary Compensation Table

    | (3) The amounts in column (g) reflect actual bonuses paid under our annual bonus plan for the applicable year. |

  146. Summary Compensation Table

    | (4) The amounts in column (h) reflect earnings in the SSP that are in excess of 120% of the applicable federal long-term rate. The federal long-term rates applied in this calculation are 5.33%, 4.52%, and 2.16% for 2023, 2022 and 2021, respectively. The SSP is described under the heading “2023 Non-Qualified Deferred Compensation” below. |

  147. Summary Compensation Table

    | 2024 Proxy Statement | -48- |

  148. Summary Compensation Table

    | (5) The amounts in column (i) for 2023 reflect the following: |

  149. Summary Compensation Table

    | Executive Officer | Company Matching Contribution to 401(k) Plan Account | Company Contribution to SSP Account | Personal Health and Financial Planning(7) | Value of Company-Paid Life Insurance Premiums | | Mr. Viehbacher | $19,800 | $72,983 | — | $1,091 | | Mr. McDonnell | $19,800 | $102,748 | $7,500 | $1,636 | | Ms. Alexander | $19,800 | $146,290 | $15,000 | $2,028 | | Ms. Murphy | $19,800 | $73,499 | $3,849 | $1,473 | | Mr. Izzar | $19,800 | $78,921 | — | $1,298 |

  150. Summary Compensation Table

    | (6) Mr. Viehbacher was appointed as our President and CEO effective November 14, 2022. His base salary and annual bonus for 2022 were prorated for the period of the year during which he was employed by the Company. |

  151. Summary Compensation Table

    | (7) Represents reimbursements of expenses relating to tax, financial and estate planning and executive physicals as described under the heading “Executive Physicals, Tax Preparation, Financial and Estate Planning” above. The amount for Ms. Alexander includes the 2023 benefit of $7,500 and reimbursement in 2023 of the 2022 benefit of $7,500. |

  152. Summary Compensation Table

    | (8) No discretionary bonuses were paid to any NEO during these years. All cash bonuses were based on achievement of performance criteria under our annual bonus plan, which amounts are disclosed in column (f). |

  153. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table shows additional information regarding all grants of plan-based awards made to our NEOs for the year ended December 31, 2023.

  154. 2023 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#)(1) | | | All Other Stock Awards: Number of Shares or Units (#) | All other option awards: Number of securities underlying options (#) | Grant Date Fair Value of Stock Awards(2) | | Name | Grant Date | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | (a) | (b) | Notes | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | Christopher A. Viehbacher | 02/08/2023 | (3) | $600,000 | $2,400,000 | $5,400,000 | — | — | — | — | — | — | | Michael R. McDonnell | 02/08/2023 | (3) | $190,098 | $760,392 | $1,710,883 | — | — | — | — | — | — | | | 02/08/2023 | (4) | — | — | — | 1,751 | 7,005 | 14,010 | — | — | $2,684,736 | | | 02/08/2023 | (5) | — | — | — | 484 | 968 | 1,936 | — | — | $276,316 | | | 02/08/2023 | (6) | — | — | — | — | — | — | 7,005 | — | $1,999,577 | | Susan H. Alexander | 02/08/2023 | (3) | $185,905 | $743,619 | $1,673,143 | — | — | — | — | — | — | | | 02/08/2023 | (4) | — | — | — | 1,643 | 6,570 | 13,140 | — | — | $2,518,018 | | | 02/08/2023 | (5) | — | — | — | 364 | 727 | 1,454 | — | — | $207,522 | | | 02/08/2023 | (6) | — | — | — | — | — | — | 6,570 | — | $1,875,407 | | Nicole C. Murphy | 02/08/2023 | (3) | $126,563 | $506,250 | $1,139,063 | — | — | — | — | — | — | | | 02/08/2023 | (4) | — | — | — | 1,576 | 6,305 | 12,610 | — | — | $2,416,454 | | | 02/08/2023 | (5) | — | — | — | 92 | 183 | 366 | — | — | $52,237 | | | 02/08/2023 | (6) | — | — | — | — | — | — | 6,305 | — | $1,799,762 | | Rachid Izzar | 02/08/2023 | (3) | $111,517 | $446,067 | $1,003,651 | — | — | — | — | — | — | | | 02/08/2023 | (4) | — | — | — | 1,533 | 6,130 | 12,260 | — | — | $2,349,384 | | | 02/08/2023 | (5) | — | — | — | 146 | 292 | 584 | — | — | $83,351 | | | 02/08/2023 | (6) | — | — | — | — | — | — | 6,130 | — | $1,749,809 |

  155. 2023 Grants of Plan-Based Awards

    Notes to the 2023 Grants of Plan-Based Awards Table

  156. 2023 Grants of Plan-Based Awards

    | (1) Reflects the potential future payouts of awards granted in 2023 under our 2023 annual bonus plan and our LTI program for each NEO as of the respective grant dates. |

  157. 2023 Grants of Plan-Based Awards

    | (2) Represents the grant date fair value of PSUs and RSUs, as applicable, computed in accordance with ASC 718, excluding the effect of estimated forfeitures. The grant date fair value for rTSR PSU awards is estimated as of the date of grant using a lattice model with a Monte Carlo simulation based on the probable outcome of applicable performance conditions. In addition, the grant date fair value for prior year Cash-Settled PSU awards is determined by multiplying the number of stock subject to the award (assuming target performance) by the closing price of our common stock on the grant date. The grant date value of one-third of the 2021 Cash-Settled PSUs is included in 2023, which are the tranches of the awards for which performance goals were set relating to the 2023 performance period and the fair value was determinable in 2023. The assumptions used to calculate the grant date fair value of stock awards are included in footnote 16 of our 2023 Annual Report on Form 10-K. The maximum payouts for these awards are included in the footnotes following the Summary Compensation Table above. |

  158. 2023 Grants of Plan-Based Awards

    | (3) These amounts relate to our 2023 annual bonus plan. The amounts shown in column (d) represent the 2023 target payout amount based on the target percentage applied to each NEO’s base salary as of December 31, 2023. For 2023, the bonus targets were 150% of base salary for Mr. Viehbacher, 80% of base salary for Mr. McDonnell and Ms. Alexander and 75% of base salary for Ms. Murphy and Mr. Izzar. The amounts in |

  159. 2023 Grants of Plan-Based Awards

    | 2024 Proxy Statement | -49- |

  160. 2023 Grants of Plan-Based Awards

    | column (c), (d) and (e) represent a payment if the Company Multiplier and the Individual Multiplier were each 50%, 100% and 150%, respectively. Actual amounts paid to each NEO under our 2023 annual bonus plan are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. |

  161. 2023 Grants of Plan-Based Awards

    | (4) These amounts relate to the annual grant of rTSR PSUs. The rTSR PSUs are earned based on three-year cumulative rTSR performance after the end of a three-year performance period (1/1/23-12/31/25) and vest on the third anniversary of the date of grant. The number and value shown in columns (g) and (k), respectively, assume target performance results. For additional information on the rTSR PSU awards, please see “Long-Term Incentives” above. |

  162. 2023 Grants of Plan-Based Awards

    | (5) These amounts relate to the prior year annual grants of Cash-Settled PSUs. The amounts shown include one-third of the 2021 Cash-Settled PSUs, which is the tranche of the award for which performance goals were set in 2023 relating to the 2023 performance period and the fair value was determinable in 2023. Columns (f), (g) and (h) represent the number of the 2023 tranche of the 2021 Cash-Settled PSUs that can be earned if the Company Multiplier were 50%, 100% and 200%, respectively. For additional information on our PSU awards, please see “Long-Term Incentives” above. |

  163. 2023 Grants of Plan-Based Awards

    | (6) These amounts relate to the annual grant of RSUs. The RSU awards will be eligible to vest in approximately equal annual installments on the first, second and third anniversaries of the grant date. |

  164. 2023 Grants of Plan-Based Awards

    | 2024 Proxy Statement | -50- |

  165. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table summarizes the equity awards that were outstanding as of December 31, 2023, for each of our NEOs.

  166. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | | Option Awards | | | | Stock Awards | | | | | | | | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested (1) | Equity Incentive Plan Awards | | | | Grant Date | | | | | | | | Number of Unearned Shares or Units That Have Not Vested | Market Value of Unearned Shares or Units That Have Not Vested(1) | | (a) | (b) | Notes | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Christopher A. Viehbacher | 12/1/2022 | (2) | | | | | — | — | 11,500 | $2,975,855 | | | 12/1/2022 | (3) | | | | | — | — | 21,641 | $5,600,042 | | | 12/1/2022 | (4) | | | | | 7,040 | $1,821,741 | — | — | | | 12/1/2022 | (5) | 26,840 | 53,682 | $301.85 | 12/1/2032 | — | — | — | — | | Michael R. McDonnell | 2/18/2021 | (6) | | | | | — | — | 2,418 | $625,706 | | | 2/18/2021 | (7) | | | | | 8,134 | $2,104,835 | — | — | | | 2/10/2022 | (8) | | | | | — | — | 9,770 | $2,528,183 | | | 2/10/2022 | (9) | | | | | 6,514 | $1,685,628 | — | — | | | 2/8/2023 | (8) | | | | | — | — | 7,005 | $1,812,684 | | | 2/8/2023 | (9) | | | | | 7,005 | $1,812,684 | — | — | | Susan H. Alexander | 2/18/2021 | (6) | | | | | — | — | 1,813 | $469,150 | | | 2/18/2021 | (7) | | | | | 6,097 | $1,577,721 | — | — | | | 2/10/2022 | (8) | | | | | — | — | 7,725 | $1,998,998 | | | 2/10/2022 | (9) | | | | | 5,150 | $1,332,666 | — | — | | | 2/8/2023 | (8) | | | | | — | — | 6,570 | $1,700,119 | | | 2/8/2023 | (9) | | | | | 6,570 | $1,700,119 | — | — | | Nicole C. Murphy | 2/18/2021 | (6) | | | | | — | — | 454 | $117,482 | | | 2/18/2021 | (7) | | | | | 1,526 | $394,883 | — | — | | | 4/1/2021 | (9) | | | | | 240 | $62,105 | — | — | | | 2/10/2022 | (8) | | | | | — | — | 6,815 | $1,763,518 | | | 2/10/2022 | (9) | | | | | 4,544 | $1,175,851 | — | — | | | 2/8/2023 | (8) | | | | | — | — | 6,305 | $1,631,545 | | | 2/8/2023 | (9) | | | | | 6,305 | $1,631,545 | — | — | | Rachid Izzar | 2/18/2021 | (6) | | | | | — | — | 727 | $188,126 | | | 2/18/2021 | (7) | | | | | 2,439 | $631,140 | — | — | | | 2/10/2022 | (8) | | | | | — | — | 4,545 | $1,176,110 | | | 2/10/2022 | (9) | | | | | 3,030 | $784,073 | — | — | | | 2/8/2023 | (8) | | | | | — | — | 6,130 | $1,586,260 | | | 2/8/2023 | (9) | | | | | 6,130 | $1,586,260 | — | — |

  167. Outstanding Equity Awards at 2023 Fiscal Year-End

    Notes to the Outstanding Equity Awards at 2023 Fiscal Year End Table

  168. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) The market value of awards is based on the closing price of our stock on December 29, 2023 ($258.77) as reported on Nasdaq. |

  169. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (2) Absolute CAGR PSUs were granted to Mr. Viehbacher in 2022. The Absolute CAGR PSUs have three-year cliff vesting and are tied to the achievement of absolute stock price compound annual growth rate goals over a three-year performance period ending on November 30, 2025. The number and value shown in columns (i) and (j), respectively, assume threshold performance results. For additional information on the Absolute CAGR PSU awards, please see “Long-Term Incentive” above. |

  170. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 3) | The rTSR PSUs were granted to Mr. Viehbacher in 2022. Actual rTSR PSUs are earned based on three-year cumulative rTSR performance after the end of a three-year performance period (12/1/22-11/30/25) and vest on the third anniversary of the date of grant. The number and value shown in columns (i) and (j) assume target performance results based on performance forecasts. For additional information on the rTSR PSU awards, please see “Long-Term Incentives” above. |

  171. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4) Matching RSUs were granted to Mr. Viehbacher in 2022. They vest in full on the third anniversary of the grant date. |

  172. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (5) Stock options were granted to Mr. Viehbacher in 2022. They vest and become exercisable in approximately equal annual installments on the first, second and third anniversaries of the grant date. |

  173. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (6) MSUs were granted in 2021. These are performance-based RSUs earned based on the growth in our stock price between the dates of grant and vesting. Earned MSUs are eligible to vest in equal annual installments on each of the first three anniversaries of the grant date, generally subject to continued employment through the applicable vesting date. The number and value shown in columns (e) and (f), respectively, reflect target performance results for MSUs based on the estimated performance at year-end in each case. |

  174. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (7) PSUs were granted in 2021. The PSUs, to the extent earned, cliff vest on the third anniversary of the date of grant, generally subject to continued employment through the vesting date. 60% of the PSUs (based on the grant date target value) will be settled in our common stock, and performance is based upon achievement of cumulative three-year pipeline goals. The remaining 40% of the PSUs will be settled in cash and performance is based upon the achievement of three annual financial goals determined at the beginning of each relevant year. The |

  175. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 2024 Proxy Statement | -51- |

  176. Outstanding Equity Awards at 2023 Fiscal Year-End

    | number and value shown in columns (g) and (h), respectively, reflect the number of 2021 Cash-Settled PSUs and Stock-Settled PSUs that were earned based on our achievement of the performance goals, but that will not vest until February 18, 2024. For additional information on our PSU awards, please see “Long-Term Incentives” above. |

  177. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (8) The rTSR PSUs were granted in 2022 and 2023. Actual rTSR PSUs are earned based on three-year cumulative relative Total Stockholder Return performance after the end of a three-year performance period (1/1/22-12/31/24 and 1/1/23-12/31/25, respectively) and vest on the third anniversary of the date of grant. The number and value shown in columns (i) and (j), respectively, assume target performance results. For additional information on the rTSR PSU awards, please see “Long-Term Incentives” above. |

  178. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (9) RSU awards were granted in 2021 for Ms. Murphy in connection with special recognition and in 2022 and 2023 as part of the annual LTI program. They vest in three annual installments beginning on the first anniversary of the grant date. |

  179. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The following table shows information regarding the exercise of stock options and the vesting of stock awards for each NEO during the year ended December 31, 2023. No NEO exercised stock options during 2023.

  180. 2023 Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting(1) | Value Realized on Vesting(2) | | Christopher A. Viehbacher | — | — | | Michael R. McDonnell | 11,102 | $3,057,117 | | Susan H. Alexander | 13,994 | $3,995,609 | | Nicole C. Murphy | 5,232 | $1,493,252 | | Rachid Izzar | 5,778 | $1,648,806 |

  181. 2023 Option Exercises and Stock Vested

    Notes to the 2023 Option Exercises and Stock Vested Table

  182. 2023 Option Exercises and Stock Vested

    | (1) Cash-settled PSUs that were granted in 2020 were settled in cash for Ms. Alexander, Ms. Murphy, and Mr. Izzar. The number of actual our common stock acquired on vesting of MSUs, stock-settled PSUs and RSUs in 2023, after stock was withheld to pay the minimum withholding of taxes, was as follows: |

  183. 2023 Option Exercises and Stock Vested

    | | Net Shares Acquired(3) | | Christopher A. Viehbacher | — | | Michael R. McDonnell | 5,983 | | Susan H. Alexander | 6,515 | | Nicole C. Murphy | 2,934 | | Rachid Izzar | 3,083 |

  184. 2023 Option Exercises and Stock Vested

    | (2) The value realized for MSUs, stock-settled PSUs and RSUs was calculated by multiplying the closing price of a share of our common stock on the vesting date by the total number of stock that vested on such date. The value realized for cash-settled PSUs is calculated using the 30-day average closing price of the common stock of the Company through the vesting date. |

  185. 2023 Option Exercises and Stock Vested

    | (3) MSUs, stock-settled PSUs and RSUs were settled in our common stock. Cash-settled PSUs were settled in cash. |

  186. 2023 Non-Qualified Deferred Compensation

    2023 Non-Qualified Deferred Compensation The SSP covers our executive officers and other eligible employees in the U.S. Employees whose base salary and annual cash incentives for the year exceed a specified Internal Revenue Service’s limit ($330,000 in 2023) and who receive a Company-paid restoration match on the portion of their base salary, annual bonus and cash payments in respect of cash-settled performance units (CSPUs) and cash-settled PSUs, as applicable, that exceeds this limit; the restoration match equals 6% of this excess compensation. The restoration match feature is intended to provide the amount of matching employer contributions that the participant would otherwise have been eligible to receive under our 401(k) plan but for the limit imposed by Section 401(a)(17) of the Internal Revenue Code ($330,000 for 2023). In addition, eligible employees may make voluntary contributions of up to 80% of their base salary and 100% of their annual bonus and cash payments in respect of CSPUs and cash-settled PSUs, as applicable, to the SSP. The Company does not match participants’ voluntary contributions to the SSP. The SSP provides for immediate vesting of the restoration match consistent with our immediate vesting of the Company match provided under our 401(k) plan. Notional SSP accounts are maintained for each participant. Accounts include employee and employer contributions and reflect the performance of notional investments selected by the employee or a default investment if the employee does not make a selection. These notional investment options include the mutual funds similar to those offered under our 401(k) plan as well as a fixed rate option which earns a rate of return determined each year by the Company’s retirement committee. For contributions to the SSP fixed rate option in 2023, this rate of return was set at 5%. Contributions to the fixed rate option continue to earn interest at the rate of return that was in effect during the year of contribution. The excess of the interest rate applicable to the fixed rate option above 120% of the applicable federal long-term rate (compounded quarterly) earned by our NEOs during 2022 is shown in the Summary Compensation Table. We fund the SSP liabilities through corporate-owned life insurance (COLI), which we purchase with the written consent of SSP participants, and investments in mutual funds. We believe that the COLI policies and mutual funds will be sufficient to cover plan liabilities through the projected payout date so the plan will not require direct funding by the Company. Upon enrollment in the SSP, a participant must elect when and how distributions will be made from the participant’s account. Distributions can be made upon termination of the participant’s employment, either in a lump sum or up to 15 annual installments, or at a specified future

  187. 2023 Non-Qualified Deferred Compensation

    | 2024 Proxy Statement | -52- |

  188. 2023 Non-Qualified Deferred Compensation

    date while the participant is still employed (an “in-service” distribution), either in a lump sum or up to 5 annual installments. Further, upon enrollment, a participant must also elect a distribution method upon death or a change in control of the Company, which can either be a lump sum payment or, if different, the method selected for payment upon termination of employment. The following table shows a summary of all contributions to, earnings on and distributions received from the SSP for each of our NEOs for the year ended December 31, 2023. The account balances as of year-end include all contributions and interest amounts earned by our NEOs through the end of 2023 plus the SSP contributions that the Company made in early 2023 based on earnings in the last quarter of 2023.

  189. 2023 Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year(1) | Company Contributions in Last Fiscal Year(2) | Aggregate Earnings in Last Fiscal Year(3) | Aggregate Distributions in Last Fiscal Year | Aggregate Balance at Last Fiscal Year- End(4) | | Christopher A. Viehbacher | $141,539 | $72,983 | $18,418 | — | $232,939 | | Michael R. McDonnell | — | $102,748 | $8,743 | — | $241,143 | | Susan H. Alexander | $1,137,552 | $146,290 | $799,186 | — | $15,419,287 | | Nicole C. Murphy | — | $73,499 | $5,349 | — | $150,908 | | Rachid Izzar | — | $78,921 | $5,779 | — | $162,239 |

  190. 2023 Non-Qualified Deferred Compensation

    Notes to the 2023 Non-Qualified Deferred Compensation Table

  191. 2023 Non-Qualified Deferred Compensation

    | (1) The amounts in this column are also included, in part, in columns (c) and/or (f) of the Summary Compensation Table and represent deferral of salary and deferral of payments under our 2023 annual bonus plan, respectively. |

  192. 2023 Non-Qualified Deferred Compensation

    | (2) The amounts in this column are also included in column (h) of the Summary Compensation Table for 2023 as Company contributions to the SSP. |

  193. 2023 Non-Qualified Deferred Compensation

    | (3) Earnings in excess of 120% of the applicable federal long-term rate are reported in column (h) of the Summary Compensation Table for 2023 for Mr. Viehbacher ($39), Mr. McDonnell ($837) and Ms. Alexander ($148,759). |

  194. 2023 Non-Qualified Deferred Compensation

    | (4) The following table lists the compensation deferrals during 2022 and 2021 by our NEOs, as reported, where applicable, in the proxy statement for our 2023 and 2022 Annual Meetings: |

  195. 2023 Non-Qualified Deferred Compensation

    | | Amounts Previously Reported as Deferred | | | Name | 2022* | 2021* | | Christopher A. Viehbacher | — | — | | Michael R. McDonnell | — | — | | Susan H. Alexander | $787,477 | $586,883 | | Nicole Murphy | — | — | | Rachid Izzar | — | — |

  196. 2023 Non-Qualified Deferred Compensation

    * This column also includes Company contributions and compensation earned and deferred in prior years, which was disclosed in our prior proxy statements where applicable, together with earnings on these amounts.

  197. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  198. Potential Post-Termination Payments Table

    | (2) Ms. Alexander was eligible for potential payments upon retirement at December 31, 2023. Based on years of service, Ms. Alexander was eligible for accelerated vesting on 100% of outstanding equity awards as of December 31, 2023. Any unvested PSU and MSU awards would, subject to the achievement of any applicable performance goals, remain outstanding and eligible to be earned and vest in accordance with the terms of such awards based on actual performance as to 100% of the earned PSUs or MSUs, as applicable. The amount listed in column (b) is the estimated value of 100% of all unvested awards held by Ms. Alexander, based on actual performance estimated as of December 31, 2023, for unearned performance-based awards. Beginning with 2022 grants, if retirement occurs within the same calendar year of grant, only one-third of the grant will vest. |

  199. CEO Pay Ratio

    CEO Pay Ratio We believe executive pay must be internally consistent and equitable to motivate our employees to create stockholder value, and we are committed to internal pay equity. As discussed earlier in this Proxy Statement, our compensation programs are designed to drive the creation of long-term stockholder value by delivering performance-based compensation. We invest in our employees at all levels in the company by rewarding performance that balances risk and reward, empowering professional growth and development and offering affordable benefits and programs that meet the diverse needs of our employees. We believe strongly in pay-for-performance, and all of our employees are eligible to participate in our annual bonus plan, our LTI programs and our benefit plans. Our annual bonus plan is consistently maintained for all participants globally, with the same company performance goals, payout levels (as a percentage of target) and administrative provisions regardless of the participant’s job level, location, or function in the company. Our LTI programs provide different forms of awards depending upon an employee’s level but are otherwise consistent throughout the Company. The following is a reasonable estimate, prepared under applicable SEC rules, of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our other employees. We determined our median employee as of December 31, 2023, based on a consistently applied compensation measure defined as the sum of base salary, target bonus and LTI target value. We annualized pay for employees who commenced employment during 2023. Our median employee is a full-time employee based in the U.S. In December 2023, when we determined the median employee, approximately 54% of our workforce was based in the U.S. with the remaining approximately 46% of our workforce based in the rest of the world. In addition, approximately 98% of our workforce was full-time. For our median employee, annual total compensation was calculated in accordance with the SEC’s rules for the Summary Compensation Table, including salary, bonus, LTI grant date fair value and value of certain benefits provided. For Mr. Viehbacher, who was CEO at the time we identified our median employee, annual total compensation is equal to the amount included in the “Total” column of the Summary Compensation Table, which results in an annual total compensation for 2023 of $4,069,913. The annual total compensation of the median employee, as determined in accordance with the SEC’s rules, for 2023 was $173,764. Based on the foregoing, our estimate of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our other employees was 23 to 1. This year our pay ratio is lower than our historical ratio due to Mr. Viehbacher not being eligible for any LTI awards in 2023. Given the different methodologies, estimates, assumptions, and exclusions that other public companies use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.

  200. CEO Pay Ratio

    | 2024 Proxy Statement | -56- |

  201. Pay Versus Performance Comparison

    Pay Versus Performance Comparison As discussed in our CD&A above, our CMDC has implemented executive compensation programs designed to link a substantial part of our NEOs compensation to financial, strategic, and market-based measures and align realizable compensation with stockholder returns. The following table sets forth additional compensation information for our NEOs, calculated in accordance with SEC regulations, for fiscal years 2023, 2022, 2021 and 2020. Pay versus Performance Tabular Disclosure: The table below contains information about the relationship between compensation actually paid, as computed in accordance with SEC rules, to our CEO and non-CEO NEOs as a group, and our financial performance for the four years 2020 – 2023. The cumulative Total Stockholder Return depicts a hypothetical $100 investment in our common stock on December 31, 2019, and shows the value of that investment over time for each calendar year. A hypothetical $100 investment in the NASDAQ Biotech Index using the same methodology is shown for comparison. The CMDC did not consider the pay versus performance disclosure below in making its pay decisions for any of the fiscal years shown. In addition, the average non-CEO NEO incumbents differ year to year and may comprise different roles with different individual and market-based considerations impacting compensation decisions. Comparing the summary compensation table total average and compensation actually paid average for the non-CEO NEOs year over year does not accurately depict changes in these values for the same individuals.

  202. Pay Versus Performance Comparison

    | Fiscal Year | SCT Total for CEO: C. Viehbacher (1) | SCT Total for Former CEO: M. Vounatsos (1) | Compensation Actually Paid to CEO (2) | Compensation Actually Paid to Former CEO (2) | Average SCT Total for Other NEOs (3) | Average Compensation Actually Paid for Other NEOs (3) | Value of $100 Initial Fixed Investment Based on TSR (4) | Value of $100 Initial Fixed Investment Based on NASDAQ Biotech Index TSR (4) | Net Income ($M) | Company Selected Measure: Revenue (5) | | 2023 | $4,069,913 | — | ($4,498,193) | — | $6,258,401 | $4,222,331 | $87.21 | $115.42 | $1,161 | $9,675M | | 2022 | $30,488,593 | $26,625,221 | $27,551,849 | $5,898,711 | $5,878,461 | $4,969,529 | $93.32 | $111.27 | $3,047 | $10,326M | | 2021 | — | $17,689,665 | — | $15,211,025 | $5,761,560 | $5,081,944 | $80.85 | $124.89 | $1,556 | $11,054M | | 2020 | — | $18,659,829 | — | $8,578,367 | $6,525,375 | $4,363,668 | $82.52 | $125.69 | $4,001 | $13,952M |

  203. Pay Versus Performance Comparison

    Notes to Pay Vs. Performance Table

  204. Pay Versus Performance Comparison

    | (1) The dollar amounts reported are the amounts of total compensation reported for our CEO, Mr. Viehbacher, and our former CEO, Mr. Vounatsos in the Summary Compensation Table for fiscal years 2023, 2022, 2021 and 2020. Mr. Vounatsos served as CEO for each of the full fiscal years 2021 and 2020, while Mr. Viehbacher and Mr. Vounatsos both served as CEO in fiscal year 2022. |

  205. Pay Versus Performance Comparison

    | (2) The dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amounts of compensation paid to our CEO and other NEOs during the applicable year, but also include (i) the year-end fair value of equity awards granted during the reported year and (ii) the change in fair value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested or were forfeited, or through the end of the reported fiscal year. |

  206. Pay Versus Performance Comparison

    | (3) For 2023, reflects compensation information for our NEOs, other than our CEO and former CEO, as described in the CD&A of this proxy statement. For 2023, reflects compensation information for Mr. McDonnell, Ms. Alexander, Ms. Murphy and Mr. Izzar, for 2022, reflects compensation information for Mr. McDonnell, Ms. Alexander, Dr. Gregory, Ms. Murphy and Mr. Guindo, our former EVP of Global Product Strategy and Commercialization. For 2021, reflects compensation information for Mr. McDonnell, Ms. Alexander, Mr. Guindo and Dr. Sandrock, our former EVP of R&D. For 2020, reflects compensation information for Mr. McDonnell, Ms. Alexander, Mr. Guindo, Dr. Sandrock and Mr. Capello, our former CFO. |

  207. Pay Versus Performance Comparison

    | (4) Reflects cumulative total stockholder return of the NASDAQ Biotechnology Index (NBI) as of December 31, 2023. The NBI is the peer group used by BIIB for the purposes of item 201(e) of Regulation S-K under the Exchange Act in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |

  208. Pay Versus Performance Comparison

    | (5) Revenue was adjusted to neutralize the effects of foreign exchange rate fluctuations. |

  209. Pay Versus Performance Comparison

    The following tables set forth the adjustments made during each year in the Pay versus Performance table to arrive at “compensation actually paid” to our Principal Executive Officer during each year.

  210. Pay Versus Performance Comparison

    | Fiscal Year | Summary Compensation Table Total for CEO | Summary Compensation Table Total for former CEO | Reported Value of Equity Awards for CEO (1) | Reported Value of Equity Awards for former CEO (1) | Equity Award Adjustments for CEO (2) | Equity Award Adjustments for former CEO (2) | Compensation Actually Paid to CEO | Compensation Actually Paid to former CEO | | 2023 | $4,069,913 | — | — | — | ($8,568,106) | — | ($4,498,193) | — | | 2022 | $30,488,593 | $26,625,221 | $30,000,655 | $15,389,732 | $27,063,911 | ($5,336,778) | $27,551,849 | $5,898,711 | | 2021 | — | $17,689,665 | — | $14,084,314 | — | $11,605,674 | — | $15,211,025 | | 2020 | — | $18,659,829 | — | $13,887,064 | — | $3,805,602 | — | $8,578,367 |

  211. Pay Versus Performance Comparison

    | (1) Represents the grant date fair value of equity awards to our CEO and former CEO, as reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each applicable year. |

  212. Pay Versus Performance Comparison

    | (2) Represents the year-over-year change in the fair value of equity awards to our CEO and former CEO, as itemized in the table below. No awards vested in the year they were granted. |

  213. Pay Versus Performance Comparison

    | 2024 Proxy Statement | -57- |

  214. Pay Versus Performance Comparison

    | Fair Value of Equity Awards for CEO and former CEO | 2023 | 2022 | | 2021 | 2020 | | | | Mr. Viehbacher | Mr. Vounatsos | | | | As of year-end for awards granted during the year | — | $27,063,911 | $1,996,870 | $10,985,776 | $8,893,002 | | Year-over-year increase or decrease of unvested awards granted in prior years | ($7,204,687) | — | ($6,247,880) | ($687,744) | ($3,618,885) | | Increase or decrease from prior fiscal year-end for awards that vested during the year | ($1,363,419) | — | ($1,085,768) | $1,307,643 | ($1,468,515) | | Total Equity Award Adjustments | ($8,568,106) | $27,063,911 | ($5,336,778) | $11,605,674 | $3,805,602 |

  215. Pay Versus Performance Comparison

    The following tables set forth the adjustments made during each year in the PVP table to arrive at “compensation actually paid” to our non-CEO NEOs during each year.

  216. Pay Versus Performance Comparison

    | Fiscal Year | Average Summary Compensation Table Total for Non-CEO NEOs | Average Reported Value of Equity Awards for non-CEO NEOs (1) | Average Equity Award Adjustments for non-CEO NEOs (2) | Average Compensation Actually Paid to non-CEO NEOs | | 2023 | $6,258,401 | $4,503,143 | $2,467,073 | $4,222,331 | | 2022 | $5,878,461 | $4,223,226 | $3,314,294 | $4,969,529 | | 2021 | $5,761,560 | $4,105,942 | $3,426,326 | $5,081,944 | | 2020 | $6,525,375 | $4,158,006 | $1,996,299 | $4,363,668 |

  217. Pay Versus Performance Comparison

    | (1) Represents the average of the grant date fair value of the equity awards to our named executive officers (other than our CEO and former CEO), as reported in the “Stock Awards” column in the SCT for each applicable year. |

  218. Pay Versus Performance Comparison

    | (2) Represents the average of the year-over-year change in fair value of equity awards to our named executive officers (other than our CEO and former CEO), as itemized in the table below. No awards vested in the year they were granted. |

  219. Pay Versus Performance Comparison

    | Average Fair Value of Equity Awards for non-CEO NEOs | 2023 | 2022 | 2021 | 2020 | | As of year-end for awards granted during the year | $3,523,016 | $3,809,706 | $3,295,987 | $2,904,846 | | Year-over-year increase or decrease of unvested awards granted in prior years | ($1,027,351) | ($241,427) | ($150,316) | ($741,028) | | Increase or decrease from prior fiscal year-end for awards that vested during the year | ($28,591) | ($253,985) | $280,656 | ($167,520) | | Total Equity Award Adjustments | $2,467,073 | $3,314,294 | $3,426,326 | $1,996,299 |

  220. Pay Versus Performance Comparison

    The following table identifies the four most important financial and strategic measures used by our CMDC to link the “compensation actually paid” (CAP) to our NEOs in 2023, as calculated in accordance with Item 402(v) of Regulation S-K, to company performance. The role each of these performance measures had on our NEOs’ compensation is discussed in the CD&A above.

  221. Pay Versus Performance Comparison

    | Most Important Performance Measures | | Revenue | | Total Shareholder Return | | Non-GAAP Earnings Per Share | | Pipeline Milestones |

  222. Narrative to Pay versus Performance Table

    Narrative to Pay versus Performance Table For the fiscal year ending December 31, 2023, the most important financial measures we identified linking compensation actually paid to our NEOs to company performance are total stockholder return, revenue, non-GAAP EPS, and performance against our pipeline metrics. CAP reflects, among other items, adjustments to the fair value of equity awards during the years presented. Factors impacting the fair value of equity awards include the price of our common stock at year end, as well as the projected and actual achievement of performance goals under our equity awards. These adjustments contributed significantly to the CAP value reported for each year. Long-term incentives represent a large percentage of our NEOs’ target compensation. Because the value of our long-term incentive awards is tied to the value of our common stock, TSR will have a significant influence on the value of such awards and thereafter aligns the value of compensation to the stockholder experience. Revenue and EPS were significant components in the annual bonus plan scorecard for each of the presented years and are important measures of our company’s financial performance. Net income is included for disclosure requirements, but there is no relationship between net income and CAP in our incentive plans except where it applies to EPS, and therefore we have not presented a graphical relationship between CAP and net income. Successfully advancing therapies through our pipeline and performing against our pipeline milestone metrics are key value drivers for our company’s long-term growth. Pipeline performance has also driven significant changes in the price of our common stock, and therefore impacts the CAP calculation. We recognize our pipeline as a critical area of focus for our strategy and the long-term success of our company.

  223. Narrative to Pay versus Performance Table

    | 2024 Proxy Statement | -58- |

  224. Narrative to Pay versus Performance Table

    | 2024 Proxy Statement | -59- |

  225. Narrative to Pay versus Performance Table

    Proposal 4 – Approve an Amendment to Biogen’s Amended and Restated Certificate of Incorporation, as amended, to Add Officer Exculpation Provision Proposal 4 – Approve an Amendment to Biogen’s Amended and Restated Certificate of Incorporation, as amended, to Add Officer Exculpation Provision The Board has unanimously approved and declared advisable, and recommends that our stockholders adopt, a proposed amendment of our Amended and Restated Certificate of Incorporation, as amended (Certificate of Incorporation) to reflect Delaware law provisions regarding officer exculpation (Proposed Amendment).