DEF 14A of Biogen Inc., Apr 28, 2025

DEF 14A of Biogen Inc.

Filed Apr 28, 2025 · FY20240001193125-25-097747

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: | Tuesday, June 17, 2025 | | TIME: | 9:00 a.m. Eastern Time | | LOCATION: | Online only at www.virtualshareholdermeeting.com/BIIB2025 You will not be able to attend the 2025 annual meeting of stockholders (Annual Meeting) in person. | | RECORD DATE: | April 21, 2025 |

  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 PricewaterhouseCoopers LLP (PwC) as our Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2025. | FOR | 22 | | Proposal 3—Advisory Vote on Executive Compensation | FOR | 25 |

  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 of Internet Availability of Proxy Materials (Notice), or if you received a printed copy of proxy materials, on your 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 telephone number on your Notice, proxy card or voting instruction form. You will need the Control Number provided on your Notice, or if you received a printed copy of the proxy materials, 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

    | 2025 Proxy Statement | -1- |

  9. Proxy Statement Summary

    We are asking our stockholders to elect the 11 director nominees listed below to each serve a one-year term extending until our 2026 annual meeting of stockholders and until he or she is duly elected and qualified, unless they resign or are removed:

  10. Proxy Statement Summary

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

  11. Proxy Statement Summary

    Our Board has nominated these 11 individuals based on its carefully considered judgment that the skills, contributions, backgrounds, perspectives and experiences 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 being named in this Proxy Statement and to serve if elected. To be elected, a director nominee must receive the affirmative vote of a 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 55. 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 our 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 nominee(s) has 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 | Other Public Boards | | Caroline D. Dorsa | ✓ | 66 | 2010 | | C | | 2 | | Maria C. Freire | ✓ | 71 | 2021 | | M | M | 2 | | William A. Hawkins | ✓ | 71 | 2019 | C | M | | 2 | | Susan K. Langer | ✓ | 34 | 2023 | | | M | — | | Jesus B. Mantas | ✓ | 56 | 2019 | | | C | — | | Lloyd Minor | ✓ | 67 | 2024 | M | | | — | | Menelas Pangalos | ✓ | 58 | 2025 | | | M | 1 | | Monish Patolawala | ✓ | 55 | 2024 | M | | | — | | Eric K. Rowinsky | ✓ | 68 | 2010 | | M | M | 2 | | Stephen A. Sherwin | ✓ | 76 | 2010 | M | | | 1 | | Christopher A. Viehbacher | | 65 | 2022 | | | | — |

  13. Proxy Statement Summary

    * Age and Committee memberships are as of April 25, 2025. C – Chair; M – Member

  14. Proxy Statement Summary

    | 2025 Proxy Statement | -2- |

  15. Proxy Statement Summary

    Summary of Director Nominee Core Experiences and Skills Our Board is comprised of highly qualified leaders in their respective fields, and as a group possesses a deep and broad set of skills, contributions, backgrounds, perspectives and experiences that facilitate strong oversight and strategic direction for a pioneering biotechnology company. Our Board and our Board’s Corporate Governance Committee (CGC) believe the skills, contributions, backgrounds and experiences of our directors provide us not only with a wide range, but also the appropriate mix, of perspectives to effectively address our evolving needs and represent the best interests of our stockholders. The following chart summarizes the competencies and background 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 Knowledge of creating and sustaining revenue streams facilitates oversight of efficient and robust revenue generation | ✓ | | ✓ | ✓ | ✓ | | ✓ | ✓ | | | ✓ | | Cybersecurity Technology and information security expertise enhances robust 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 stockholder 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 | | ✓ | | | ✓ | ✓ | ✓ | | ✓ | ✓ | | | Background | | | | | | | | | | | | | Gender | F | F | M | F | M | M | M | M | M | M | M | | Asian | | | | | | | | ✓ | | | | | Hispanic or Latino | | ✓ | | | ✓ | | | | | | | | White | ✓ | | ✓ | | | ✓ | ✓ | | ✓ | ✓ | ✓ | | Did not Disclose Demographic Background | | | | ✓ | | | | | | | |

  17. Proxy Statement Summary

    | 2025 Proxy Statement | -3- |

  18. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NAMED NOMINEES. PROXIES WILL BE

    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.

  19. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NAMED NOMINEES. PROXIES WILL BE

    | Caroline Dorsa, Independent Chair, fmr. Chief Financial Officer of Public Service Enterprise Group | | | Director since 2010 Age 66 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 |

  20. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NAMED NOMINEES. PROXIES WILL BE

    | Maria C. Freire, Ph.D., fmr. President and Executive Director, Foundation for the National Institutes of Health | | | Director since 2021 Age 71 Board Committees Compensation and Management Development Corporate Governance 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, 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 U.S. Food and Drug Administration (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 |

  21. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NAMED NOMINEES. PROXIES WILL BE

    | 2025 Proxy Statement | -4- |

  22. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NAMED NOMINEES. PROXIES WILL BE

    | William A. Hawkins, fmr. Chairman and Chief Executive Officer, Medtronic, Inc. | | | Director since 2019 Age 71 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) 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 |

  23. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NAMED NOMINEES. PROXIES WILL BE

    | Susan Langer, President & Chief Business Officer at Souffle Therapeutics | | | Director since 2023 Age 34 Board Committee Compensation and Management Development 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 |

  24. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NAMED NOMINEES. PROXIES WILL BE

    | 2025 Proxy Statement | -5- |

  25. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NAMED NOMINEES. PROXIES WILL BE

    | Jesus B. Mantas, fmr. Global Managing Partner, IBM Business Transformation Services | | | Director since 2019 Age 56 Board Committee Compensation and Management Development (Chair) 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 inclusion and developing talent and succession plans in multi-cultural environments. Career Highlights • Global Managing Partner, IBM Global Business Services (2022 – 2025) • 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 |

  26. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NAMED NOMINEES. PROXIES WILL BE

    | Lloyd Minor, M.D., Dean of the Stanford University School of Medicine | | | Director since 2024 Age 67 Board Committee Audit Key Skills • Business Operations • Drug Development • Cybersecurity • Executive Leadership • Finance • Public Policy • Scientific Research | Relevant Expertise Dr. Minor serves as the Dean of the Stanford University School of Medicine and Vice President Medical Affairs at Stanford University, where he is instrumental in establishing strategy across the Stanford Medicine enterprise, leading health and medicine matters at Stanford in research, clinical care and education. This expertise enhances Board oversight of strategic goals and research & development (R&D). Career Highlights • Carl and Elizabeth Naumann Dean of the Stanford University School of Medicine (since 2012) • Vice President for Medical Affairs, Stanford University (since 2023) • Provost and Senior Vice President for Academic Affairs, Johns Hopkins University (2009 – 2012) • Director of the Department of Otolaryngology – Head & Neck Surgery, Johns Hopkins University (2003 – 2009) Other Public Company Boards • None Education • Sc.B. from Brown University • M.D. from Brown University |

  27. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NAMED NOMINEES. PROXIES WILL BE

    | 2025 Proxy Statement | -6- |

  28. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NAMED NOMINEES. PROXIES WILL BE

    | Sir Menelas (Mene) Pangalos, Ph.D., fmr. Executive Vice President of Biopharmaceuticals R&D at AstraZeneca | | | Director since 2025 Age 58 Board Committee Compensation and Management Development Key Skills • Business Operations • Commercial • Drug Development • Executive Leadership • International Business • Public Board Service • Public Policy • Scientific Research | Relevant Expertise Dr. Pangalos has over 30 years of experience researching and developing medicines gained through research and development roles across a number of pharmaceutical and biotechnology companies. Dr. Pangalos’ expertise enhances Board perspectives on the development and execution of corporate strategy, drug development and managing risks. Career Highlights • Executive Vice President of Biopharmaceuticals R&D, AstraZeneca (2019 – 2024) • Executive Vice President of Early R&D, AstraZeneca (2010 – 2018) • Senior Vice President, Pfizer (2008 – 2010) • Vice President Neuroscience, Wyeth (2003 – 2008) • Fellow of the Royal Society, the Academy of Medical Sciences, the Royal Society of Biology and Clare Hall, University of Cambridge Other Public Company Boards • Absci Corporation (since 2024) Education • Bachelor of Science in Biochemistry and Molecular Biology from Imperial College London • Ph.D. in Neuropharmacology from University College London |

  29. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NAMED NOMINEES. PROXIES WILL BE

    | Monish Patolawala, Chief Financial Officer at ADM | | | Director since 2024 Age 55 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 ADM, he oversees the company’s global finance and accounting, global business services, global technology and enterprise strategy functions. Mr. Patolawala’s experience enhances the Board’s perspectives on financial and business operations, technology and strategy. Career Highlights • CFO, ADM (since 2024) • President and CFO, 3M Company (2020 – 2024) • 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) |

  30. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NAMED NOMINEES. PROXIES WILL BE

    | 2025 Proxy Statement | -7- |

  31. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NAMED NOMINEES. PROXIES WILL BE

    | Eric K. Rowinsky, M.D., President of Inspirna | | | Director since 2010 Age 68 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 • Purple Biotech Ltd. (since 2019) • Verastem, Inc. (since 2017) Prior • Fortress Biotech Inc. (2010 – 2024) 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 |

  32. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NAMED NOMINEES. PROXIES WILL BE

    | Stephen A. Sherwin, M.D., Clinical Professor of Medicine at UCSF | | | Director since 2010 Age 76 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 – 2023) • Bios Special Acquisition Corporation (2021 – 2023) • Aduro Biotech, Inc (2015 – 2020) Education • B.A., in Biology from Yale University • M.D. from Harvard Medical School |

  33. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NAMED NOMINEES. PROXIES WILL BE

    | 2025 Proxy Statement | -8- |

  34. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NAMED NOMINEES. PROXIES WILL BE

    | Christopher A. Viehbacher, President and Chief Executive Officer, Biogen Inc. | | | Director since 2022 Age 65 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) Other Boards & Awards • Trustee, Northeastern University • Board of Fellows, Stanford Medical School Education • B. Comm. from Queen’s University (Kingston, Canada) |

  35. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NAMED NOMINEES. PROXIES WILL BE

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

  36. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NAMED NOMINEES. PROXIES WILL BE

    | 2025 Proxy Statement | -9- |

  37. 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 2024. Mr. Viehbacher, our President and CEO, did not receive any additional compensation for his service on our Board. Our CMDC has the authority to evaluate and make recommendations to our Board regarding non-employee director compensation which includes an annual cash retainer, additional cash retainer for committee service and equity award grant. The cash retainers and equity awards are approved by our Board, with the Chair abstaining from voting on the Chair’s equity award. Our CMDC periodically reviews our non-employee director compensation practices against the practices of an appropriate peer group and our CMDC has the authority to retain consultants to advise on non-employee director compensation matters, including in support of our CMDC’s periodic review of non-employee director compensation practices. No executive officer has any role in determining or recommending the form or amount of non-employee director compensation.

  38. 2024 Director Compensation

    2024 Director Compensation

  39. 2024 Director Compensation

    | Name (a) | Fees Earned or Paid in Cash (b) | Stock Awards(1) (b) | All Other Compensation(2) (c) | Total (d) | | Caroline D. Dorsa | $230,000 | $399,840 | — | $629,840 | | Maria C. Freire | $140,611 | $300,160 | $3,000 | $443,771 | | William A. Hawkins | $170,000 | $300,160 | — | $470,160 | | Susan K. Langer | $125,611 | $300,160 | — | $425,771 | | Jesus B. Mantas | $169,389 | $300,160 | — | $469,549 | | Lloyd Minor(3) | $31,861 | — | — | $31,861 | | Monish Patolawala | $140,000 | $300,160 | — | $440,160 | | Eric K. Rowinsky | $155,000 | $300,160 | — | $455,160 | | Stephen A. Sherwin | $140,000 | $300,160 | — | $440,160 |

  40. 2024 Director Compensation

    Notes to the 2024 Director Compensation Table

  41. 2024 Director Compensation

    | (1) The amounts in column (b) represent the grant date fair value of RSU awards made in 2024 to non-employee directors under the 2024 Omnibus 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 2025 Annual Meeting or the first 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. |

  42. 2024 Director Compensation

    | (2) The amounts in column (c) represent matching contributions made in 2024 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 $5,000 per calendar year and up to an aggregate program total of $1.5 million per calendar year. |

  43. 2024 Director Compensation

    | (3) Dr. Minor joined our Board on October 1, 2024. |

  44. Proposal 3 – Advisory Vote on Executive Compensation

    Proposal 3 – Advisory Vote on Executive Compensation Our CD&A, which appears below, provides an overview of our 2024 executive compensation program, as well as a description of the compensation decisions that our CMDC and Board made with respect to the 2024 compensation of our NEOs. This year our CD&A also includes a discussion of the stockholder engagement we had in 2024 specifically related to executive compensation. Our Board is asking that stockholders cast a non-binding, advisory vote FOR the following resolution: “RESOLVED, that the compensation paid to the company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the CD&A, compensation tables and narrative discussion, is hereby APPROVED.” Because the Advisory Vote on Executive Compensation asks for a non-binding, advisory vote, there is no “required vote” that would constitute approval. Abstentions will have the effect of a vote against the proposal, and broker non-votes, if any, will not have any effect on the results of those deliberations. Although the vote you are being asked to cast is non-binding, we value the views of our stockholders, and our CMDC and our Board will consider the outcome of the vote when making future compensation decisions for our NEOs. As we describe in our CD&A, our executive compensation programs embody a strong pay-for-performance philosophy that supports our business strategy and aligns the interests of our executives with those of our stockholders. In particular, our executive compensation programs reward financial, strategic and operational performance, and the goals set under our incentive plans support the company’s short- and long-range plans. In addition, to discourage excessive risk taking, we maintain policies for stock ownership, and our equity and annual bonus incentive plans have provisions providing for the recoupment of compensation. We also cap payments under our annual bonus plan, and we generally require multi-year vesting periods for LTI awards.

  45. Stockholder Feedback on Executive Compensation

    | ○ | Simplified short-term incentive measures into a more transparent, objective framework that links short-term compensation with annual company performance; |

  46. Stockholder Feedback on Executive Compensation

    | ○ | Increased the performance-based equity component to 60% of total long-term equity incentives, up from 50% in 2023; |

  47. Stockholder Feedback on Executive Compensation

    | ○ | Added a compound annual growth rate of our adjusted earnings per share (EPS) (CAGR EPS) as an operationally focused metric to further align long-term incentives with a key driver of long-term stockholder value, and |

  48. Stockholder Feedback on Executive Compensation

    | ○ | Expanded the relative total shareholder return (rTSR) comparator group to better align with market practices and increase the level of objectivity. |

  49. Executive Summary of 2024 Achievements

    | • | Our financial discipline continues to support our strategy for long-term sustainable growth. We delivered continued revenue growth from our ongoing product launches including LEQEMBI, generated approximately $2.9 billion net cash flow from operations and approximately $2.7 billion in free cash flow, which is defined as net cash flow from operations less capital expenditures, and achieved GAAP diluted EPS growth of 40% year-over-year and Non-GAAP diluted EPS growth of 12% year-over-year. These financial results exceeded our original financial targets for 2024. We believe these accomplishments position Biogen well for future growth and investment as we look to 2025 and beyond. |

  50. Executive Summary of 2024 Achievements

    | Executive Compensation Philosophy | | | | | Our executive compensation philosophy is to reward executives for the creation of long-term stockholder value. We designed performance-based compensation that is competitive with our peer group to attract and retain extraordinary leaders who perform at high levels and succeed in a demanding business environment. | | | | | Mission Focused and Business Driven | Competitively Advantageous | Performance Differentiated | Ownership Aligned | | We emphasize the importance of achieving short-term goals while building and sustaining a foundation for long-term success in delivering meaningful and innovative therapies to patients and the creation of long-term stockholder value | We benchmark against companies we compete with for talent and our compensation is designed to recruit, retain and motivate our leadership team to achieve their best for the company and our stockholders | We endeavor to align pay outcomes with company and individual performance and reward our best performers for exceeding expectations | We provide equity to all of our employees to align their interest with our broader interest of creating long-term value for our stockholders |

  51. NEO Compensation is Dependent on Our Performance

    NEO Compensation is Dependent on Our Performance A significant amount of each NEO’s compensation is dependent on our execution against our priorities, and directly affected by our company’s and each NEO’s performance. In 2024, approximately 92% of our CEO’s total direct compensation and, on average, approximately 83% of our other NEO’s total direct compensation is variable. LTI value is directly tied to stock performance and comprises the largest portion of CEO and NEO compensation. This correlation ensures our executives’ realizable pay is aligned and reflective of both company and individual performance. As an example, our 2022 performance stock units (PSUs), described below, did not achieve threshold performance. This resulted in a 0% payout for executives holding these grants in 2025, decreasing their realized pay and aligning executive pay outcomes to shareholder returns.

  52. 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, an award under our annual bonus plan and LTI awards. None of our executive officers participate in sales incentive plans.

  53. Performance Goals and Target Setting Process

    | 2025 Proxy Statement | -29- |

  54. Performance Goals and Target Setting Process

    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, performance and the annual operating plan (AOP) 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, both quantitative and qualitative, 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 an annual bonus plan, as well as an LTI plan. For 2024, annual bonus plan awards granted to our NEOs were made under our 2024 Performance-Based Management Incentive Plan, and awards under our LTI plan were granted under our Biogen Inc. 2017 Omnibus Equity Plan (2017 Omnibus Equity Plan). In 2024, stockholders approved the 2024 Omnibus Equity Plan which has replaced the 2017 Omnibus Equity Plan for future LTI grants. Awards made under our short-incentive plan are directly tied to the achievement of our company performance goals, which are designed to be aligned with the company’s short- and long-term strategic plans, as well as individual performance goals. In 2024 we simplified our annual bonus plan measures, providing a clearer and more transparent framework that links short-term compensation with performance. In 2024, our CMDC determined that awards made under our LTI plan for NEOs would incorporate two equally weighted measurements: an EPS growth metric and 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, stockholders or the company at any material risk.

  55. Annual Bonus Plan

    Annual Bonus Plan

  56. 2024 Annual Bonus Plan

    2024 Annual Bonus Plan 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 2024 target bonus opportunities for our NEOs were unchanged from their respective 2023 bonus targets. The target annual bonus opportunity as a percentage of year-end annual base salary for each of our NEOs in 2024, compared to 2023, was as follows:

  57. 2024 Annual Bonus Plan

    | Name | 2024 Target | 2023 Target | | C. Viehbacher | 150% | 150% | | M. McDonnell | 80% | 80% | | S. Alexander | 80% | 80% | | P. Singhal | 75% | 75% | | N. Murphy | 75% | 75% |

  58. 2024 Annual Bonus Plan Design

    2024 Annual Bonus Plan Design Awards for our NEOs under our 2024 annual bonus plan were based on the achievement of company performance goals and individual performance goals. At the beginning of 2024 our CMDC set multiple company performance goals for our 2024 annual bonus plan and a payout multiplier, which we refer to as the Company Multiplier, ranging from 0% to 150%. The Company Multiplier, determined by our CMDC, was calculated based on the determination of the level of achievement of each goal and the weighting assigned to each goal and applied in the bonus calculation shown below.

  59. 2024 Annual Bonus Plan Design

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  60. 2024 Annual Bonus Plan Design

    In addition, our 2024 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 2024 using the following calculation:

  61. 2024 Annual Bonus Plan Design

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

  62. 2024 Annual Bonus Plan Design

    Consistent with our pay-for-performance philosophy, our 2024 annual bonus plan provided that if the Company Multiplier was less than 50%, there would be no payout, regardless of individual performance. Further, because the Individual Multiplier and the Company Multiplier each have a maximum of 150%, the combined multiplier result for each NEO cannot exceed 225% of target.

  63. 2024 Company Performance Goals and Results

    2024 Company Performance Goals and Results Company performance goals were established in the early part of 2024 with assigned weightings that reflected the company’s focus on attaining both financial and strategic goals. This included financial performance, pipeline development and corporate responsibility 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 2024 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 AOP approved by our Board.

  64. 2024 Annual Bonus Plan Company Performance Targets and Results Table

    2024 Annual Bonus Plan Company Performance Targets and Results Table Our CMDC established the company performance goals at the beginning of 2024 based on ambitious and realistic projections for the business for the year. These took into account the transformation of our portfolio stemming ongoing headwinds to our business from expected generic and biosimilar competition and the introduction of new products. The financial targets for 2024 were lower than those for 2023 in light of the revenue impact of generic and biosimilar impacts to our MS franchise and taking into account the investment required to support LEQEMBI, SKYCLARYS and ZURZUVAE growth, each of which we viewed as important to our long-term strategy when these goals were set. Metrics are tied directly to our performance on pre-established financial and operating performance goals designed to drive execution of our strategic priorities. 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 and supports our long-term growth strategy. Our corporate responsibility goals drive initiatives to enroll representative patient populations per clinical trial study targets, increase patient access to critical therapies 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.

  65. 2024 Annual Bonus Plan Company Performance Targets and Results Table

    | Metric | Weight | Threshold | Target | Max | Achieved | Company Multiplier | | Financial Performance | | | | | | | | Revenue | 35% | $8,412M | $8,855M | $9,298M | $9,032M(1) | 105.0% | | Non-GAAP diluted EPS | 35% | $13.62 | $15.30 | $16.19 | $16.33(1) | 150.0% | | Pipeline Development | | | | | | | | Build and Advance Total Pipeline: ◾ Improve pipeline value creation while maximizing the potential to deliver meaningful medicines for patients | 25% | Achievement | | | Goal Maximum(2) | 150.0% | | Corporate Responsibility | | | | | | | | Execute on Corporate Responsibility strategy: ◾ Enroll representative patient population per clinical trial study targets, deliver health access for patients and advance people imperatives. | 5% | Achievement | | | At Goal(3) | 100.0% | | Overall Annual Bonus Plan Multiplier | | | | Company Multiplier | | 131.8%* | | | | | | Whole Percent | | 132.0% |

  66. 2024 Annual Bonus Plan Company Performance Targets and Results Table

    Refer to Appendix A for relevant reconciliation of Non-GAAP measures.

  67. 2024 Annual Bonus Plan Company Performance Targets and Results Table

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  68. 2024 Annual Bonus Plan Company Performance Targets and Results Table

    Notes to 2024 Annual Bonus Plan Company Performance Targets and Results Table

  69. 2024 Annual Bonus Plan Company Performance Targets and Results Table

    | (1) These financial measures were based on our publicly reported revenue of $9.7 billion and our publicly announced Non-GAAP diluted EPS of $16.47, as adjusted as follows: for purposes of our 2024 annual bonus plan, revenue was adjusted to 1) neutralize the effects of foreign exchange rate fluctuations; 2) remove revenue generated by our biosimilars business, initially part of a planned divestiture in 2024. Non-GAAP diluted EPS was further adjusted to 1) add $0.35 related to the impact of HI-Bio operations for the second half of 2024; 2) add $0.12 related to an accrual recorded for an ongoing litigation matter; 3) remove $0.20 related to revenue generated by our biosimilars business as previously mentioned for adjustments to revenue; and 4) remove $0.41 related to a collaboration milestone not achieved but originally assumed in our financial targets. |

  70. 2024 Annual Bonus Plan Company Performance Targets and Results Table

    | (2) The company continued to work to drive value creation through the achievement of key asset milestones. We exceeded our target set for 2024 through the approvals of LEQEMBI, QALSODY and SKYCLARYS in various geographies as well as achieving clinical stage study milestones and exceeding our expectations for further expanding our pipeline through business development activities. |

  71. 2024 Annual Bonus Plan Company Performance Targets and Results Table

    | (3) We achieved our key corporate responsibility goals at target. The company achieved goals by recruiting and enrolling representative patient participants in clinical trials, reflecting the epidemiology of the disease; increasing global patient access; and advancing internal people imperatives. |

  72. 2024 Annual Bonus Plan Company Performance Targets and Results Table

    Further Detail on the Company’s Achievement of Performance Goals:

  73. Financial Performance

    | b. | Non-GAAP diluted EPS grew 12% as our financial discipline supported our strategy of returning the company to long-term sustainable growth by striving to align our cost base with revenue while maintaining a strategic and disciplined approach to capital allocation. |

  74. 2024 Annual Bonus Plan Awards

    2024 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 2024 annual bonus plan were as follows:

  75. 2024 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% | 132% | 136% | $4,308,480 | | M. McDonnell | $998,015 | 80% | 132% | 115% | $1,211,989 | | S. Alexander | $957,410 | 80% | 132% | 150% | $1,516,537 | | P. Singhal | $825,000 | 75% | 132% | 125% | $1,020,938 | | N. Murphy | $776,250 | 75% | 132% | 130% | $999,034 |

  76. 2024 Annual Bonus Plan Awards

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  77. 2024 Individual Performance Goals and Results

    2024 Individual Performance Goals and Results The Individual Multiplier reflects each NEO’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 2024 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 136% and Company Multiplier of 132%.

  78. Michael McDonnell

    | • | Oversaw completion of a revised IT strategy, including establishing a new AI steering committee, which delivered long-term cost savings, improved operational efficiency and enhanced data protection of Biogen assets. |

  79. Long-Term Incentives

    Long-Term Incentives

  80. 2024 LTI Program

    2024 LTI Program Below is a summary of the types of annual LTI awards granted to our NEOs for 2024.

  81. 2024 LTI Program

    | Terms | Performance Stock Units | Restricted Stock Units | | Proportion of Annual Target Grant | 60% | 40% | | Performance Period(s) | 3 years (2024-2026) | n/a | | Metrics & Weightings | Relative Total Stockholder Return: 50% Adjusted EPS CAGR: 50% | n/a | | Threshold / Maximum Payout (% of Target Award) | 0% / 200% | n/a | | Vesting | 3-Year Cliff Vesting | Annual Ratable Vesting over 3 years (1/3 per year) |

  82. 2024 LTI Program

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  83. 2024 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 2024 consisted of PSUs and RSUs, with 60% of the annual LTI total target grant date value of awards allocated in PSUs (assuming target performance) and 40% allocated in RSUs. 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. In 2024, the annual LTI grant values for our NEOs (assuming target performance) were as follows:

  84. 2024 LTI Program

    | Name | LTI Grant Value | | C. Viehbacher | $16,250,000 | | M. McDonnell | $4,000,000 | | S. Alexander | $3,500,000 | | P. Singhal | $4,000,000 | | N. Murphy | $3,500,000 |

  85. 2024 LTI Program

    The performance metrics for the 2024 PSUs are a three-year cumulative rTSR and EPS CAGR, each weighted at 50%. The 2024 PSUs will vest on the third anniversary of the date of grant, with the number of PSUs earned based on the cumulative rTSR and EPS CAGR metrics. This program is designed to drive our long-term business strategy, is reflective of competitive market practices and aligns with stockholder interests. We believe measuring rTSR and EPS CAGR is critical to see how we perform in comparison to the market. The actual value (if any) of PSUs will not be 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 2024.

  86. 2024 LTI Program

    | rTSR | Description | | | | | rTSR Comparison Group | Comparator group includes the peer group used for executive compensation benchmarking in 2024 plus the Nasdaq Biotechnology Index (NBI), excluding companies with less than a $5B market capitalization. | | | | | Performance Period | 3 years: 2024-2026 | | | | | Performance Goals & Payouts | | Threshold | Target | Maximum | | | Goal | 25th Percentile | 50th 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 2024-2026 period is negative, any payouts under this program will be capped at target, irrespective of rTSR performance. | | | |

  87. 2024 LTI Program

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  88. 2024 LTI Program

    | EPS CAGR | Description | | | | | Performance Period | 3-year CAGR of EPS Growth: 2024-2026 actual financial results | | | | | Performance Goals & Payouts | Goal payouts based on various levels of EPS CAGR | | | | | | | Threshold | Target | Maximum | | | Payout | 50% of Target | 100% of Target | 200% of Target |

  89. 2024 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 and a three-year EPS CAGR. The actual value that will be realized from PSU 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.

  90. 2023 LTI Program

    2023 LTI Program Our LTI program for our executive officers for 2023 consisted of PSUs and RSUs, with the annual LTI total target grant date value split evenly between PSUs and RSUs (assuming target performance on PSUs). The performance metric for the 2023 PSUs is a three-year cumulative rTSR metric. 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. The actual value (if any) of PSUs will not be realized by our NEOs until the three-year period ends and then only if the applicable performance goals are achieved.

  91. 2023 LTI Program

    | rTSR | Description | | | | | rTSR Comparison Group | Peer group used for executive compensation benchmarking in 2023 | | | | | 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 2024-2026 period is negative, any payouts under this program will be capped at target, irrespective of rTSR performance. | | | |

  92. 2022 LTI Program

    2022 LTI Program The 2022 LTI program operated with the same design as the 2023 program, with a comparator group consisting of the peer group used for executive compensation benchmarking in 2022. The 2022 PSUs financial metric was rTSR. At the beginning of the three-year period for our 2022 PSU awards, our CMDC approved the targets for the metric.

  93. 2022 PSU Award Payout

    2022 PSU Award Payout Set forth below is a summary of the performance metrics and weightings that our CMDC established for our 2022 PSU awards and the degree to which we achieved the performance goals for the 2022 PSUs. Relative TSR was below the 25th percentile over the 2022 to 2024 performance period, the 2022 PSUs. These PSUs, which comprised 50% of each NEO’s LTI award, did not achieve any payout value, consistent with the program design. This had a significant impact on the realizable pay of our executives.

  94. 2022 PSU Award Payout

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  95. 2022 PSUs

    2022 PSUs

  96. 2022 PSUs

    | | | | Performance Target | | | | | | Performance Metrics | Performance Period | Threshold | Target | Max | Results | Weight | Payout | | rTSR | 2022-2024 | 25th Percentile 25% of Target | 55th Percentile 100% of Target | 75th Percentile 200% of Target | Below Threshold | 100% | 0% | | 2022 PSU Multiplier | | | | | | | 0% |

  97. 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. For 2024 Pearl Meyer was our CMDC’s independent compensation consultant. Pearl Meyer did not provide any other services to Biogen and engaged in other matters as needed and as directed solely by our CMDC. For 2025 Pay Governance will be serving as our CMDC’s independent compensation consultant. Reporting directly to our CMDC, the CMDC’s independent compensation consultant provided 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, the compensation consultant prepared 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 the compensation consultant’s independence annually and, in accordance with applicable SEC and Nasdaq rules, confirmed in December 2024 that the consultant’s work did not raise any conflicts of interest and remains independent under applicable rules.

  98. 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 the independent compensation consultant. 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 the independent compensation consultant 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.

  99. 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 our CMDC’s independent compensation consultant 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 our CMDC’s independent compensation consultant 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 2024 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 our CMDC in September 2023 for setting 2024 pay based on an in-depth review by its independent compensation consultant, 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.

  100. 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(1) United Therapeutics Corporation Vertex Pharmaceuticals Incorporated 1. Seagen was acquired in 2023. | AbbVie Inc. Bristol-Myers Squibb Company Eli Lilly and Company Jazz Pharmaceuticals plc Merck & Co, Inc. |

  101. 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 2024, 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.,

  102. External Market Competitiveness and Peer Group

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  103. External Market Competitiveness and Peer Group

    BioMarin Pharmaceutical Inc., Incyte Corporation, Jazz Pharmaceuticals plc, Neurocrine Biosciences, 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. A summary of the process our CMDC follows in setting compensation is described below:

  104. 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 executive incentive goals are in alignment with 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 | Our CMDC 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. | | | Our CMDC reviews, discusses and approves the final compensation for each executive officer, other than our CEO, including base salary, annual cash bonus and LTI awards. | | | Our CMDC 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. |

  105. 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.

  106. 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 CIC, and further encourages effective leadership in the closing and integration of significant transactions affecting the company.

  107. Timing of Equity Awards

    Timing of Equity Awards While we do not have a specific policy on the timing of equity awards to our NEOs, our longstanding practice has been to consider and grant annual equity awards to our NEOs at our February Board meeting. We also occasionally grant new hire or other special grants in connection with recruitment of executives or other business needs. We do not take material nonpublic information into account when determining the timing and terms of awards nor do we time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. We do not currently grant awards of stock options, stock appreciation rights or similar option-like awards to our NEOs, but the Board has done so in the past (including in connection with the recruitment and hiring of our CEO) and reserves the right to grant such awards in the future.

  108. 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, 2024, December 31, 2023, and December 31, 2022, for the year(s) in which they were a NEO under applicable SEC rules.

  109. Summary Compensation Table

    | Name and Principal Position (a) | Year (b) | Salary (c) | Bonus (d) | 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 | 2024 | $1,600,000 | — | $18,010,911 | — | $4,308,480 | $3,573 | $243,701 | $24,166,665 | | | 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, Chief Financial Officer | 2024 | $992,531 | — | $4,433,862 | — | $1,211,989 | $1,056 | $187,296 | $6,826,734 | | | 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 | | Susan H. Alexander Executive Vice President, Chief Legal Officer | 2024 | $954,192 | — | $3,879,219 | — | $1,516,537 | — | $155,881 | $6,505,829 | | | 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 | | Priya A. Singhal Head of Development | 2024 | $816,346 | — | $4,433,862 | — | $1,020,938 | $2,110 | $114,407 | $6,387,663 | | Nicole C. Murphy Head of Pharmaceutical Operations and Technology | 2024 | $764,567 | — | $3,879,219 | — | $999,034 | — | $97,539 | $5,740,359 | | | 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 |

  110. Summary Compensation Table

    Notes to the Summary Compensation Table

  111. Summary Compensation Table

    | (1) The amounts in column (e) reflect the grant date fair value, computed in accordance with ASC 718, for RSUs and PSUs granted during 2024, 2023 and 2022, excluding the effect of estimated forfeitures. The 2024 amounts include rTSR PSUs, EPS CAGR PSUs and RSUs. Under the former LTI design, a portion of PSUs were settled in cash. The cash portion of PSUs are included in the year when the applicable performance goals were set and the fair value of the PSUs was determinable. For NEOs, except Mr. Viehbacher, the 2023 amounts include rTSR PSUs, RSUs, and 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. For NEOs, except Mr. Viehbacher, the 2022 amounts include rTSR PSUs, RSUs, and 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. For Mr. Viehbacher, the 2022 amounts include rTSR PSUs, absolute stock price compound annual growth rate (Absolute CAGR) PSUs, and an RSU matching grant pursuant to his employment agreement. The grant date fair value for rTSR PSU and Absolute CAGR PSU awards was determined 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 and EPS CAGR PSU awards 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. Mr. McDonnell retired in March 2025. Upon his retirement any unvested equity holdings were forfeited consistent with Biogen’s 2017 Omnibus Equity Plan. |

  112. Summary Compensation Table

    | | 2024 | | 2023 | | 2022 | | | Executive Officer | Target Payout | Maximum Payout | Target Payout | Maximum Payout | Target Payout | Maximum Payout | | Mr. Viehbacher | $11,510,318 | $23,020,635 | — | — | $16,800,109 | $33,600,217 | | Mr. McDonnell | $2,834,271 | $5,668,542 | $2,961,052 | $5,922,104 | $2,933,504 | $5,867,008 | | Ms. Alexander | $2,479,276 | $4,958,552 | $2,725,541 | $5,451,081 | $2,455,508 | $4,911,016 | | Dr. Singhal | $2,834,271 | $5,668,542 | — | — | — | — | | Ms. Murphy | $2,479,276 | $4,958,552 | $2,468,691 | $4,937,382 | $1,971,691 | $3,943,383 |

  113. 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%). |

  114. Summary Compensation Table

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

  115. 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 5.32%, 5.33% and 4.52% for 2024, 2023 and 2022, respectively. The SSP is described under the heading “2024 Non-Qualified Deferred Compensation” on page 43. |

  116. Summary Compensation Table

    | 2025 Proxy Statement | -42- |

  117. Summary Compensation Table

    | (5) The amounts in column (i) for 2024 reflect the following: |

  118. 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 | $20,700 | $217,860 | $4,050 | $1,091 | | Mr. McDonnell | $20,700 | $157,460 | $7,500 | $1,636 | | Ms. Alexander | $20,700 | $125,592 | $7,500 | $2,089 | | Dr. Singhal | $20,700 | $86,339 | $5,568 | $1,800 | | Ms. Murphy | $20,700 | $74,043 | $1,102 | $1,694 |

  119. 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. |

  120. 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. |

  121. 2024 Grants of Plan-Based Awards

    2024 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, 2024.

  122. 2024 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 | 02/07/2024 | (3) | $600,000 | $2,400,000 | $5,400,000 | — | — | — | — | — | — | | | 02/07/2024 | (4) | — | — | — | 5,066 | 20,265 | 40,530 | — | — | $6,635,774 | | | 02/07/2024 | (5) | — | — | — | 10,133 | 20,265 | 40,530 | — | — | $4,874,543 | | | 02/07/2024 | (6) | — | — | — | — | — | — | 27,025 | — | $6,500,594 | | Michael R. McDonnell | 02/07/2024 | (3) | $199,603 | $798,412 | $1,796,427 | — | — | — | — | — | — | | | 02/07/2024 | (4) | — | — | — | 1,248 | 4,990 | 9,980 | — | — | $1,633,976 | | | 02/07/2024 | (5) | — | — | — | 2,495 | 4,990 | 9,980 | — | — | $1,200,295 | | | 02/07/2024 | (6) | — | — | — | — | — | — | 6,650 | — | $1,599,591 | | Susan H. Alexander | 02/07/2024 | (3) | $191,482 | $765,928 | $1,723,338 | — | — | — | — | — | — | | | 02/07/2024 | (4) | — | — | — | 1,091 | 4,365 | 8,730 | — | — | $1,429,319 | | | 02/07/2024 | (5) | — | — | — | 2,183 | 4,365 | 8,730 | — | — | $1,049,957 | | | 02/07/2024 | (6) | — | — | — | — | — | — | 5,820 | — | $1,399,943 | | Priya A. Singhal | 02/07/2024 | (3) | $154,688 | $618,750 | $1,392,188 | — | — | — | — | — | — | | | 02/07/2024 | (4) | — | — | — | 1,248 | 4,990 | 9,980 | — | — | $1,633,976 | | | 02/07/2024 | (5) | — | — | — | 2,495 | 4,990 | 9,980 | — | — | $1,200,295 | | | 02/07/2024 | (6) | — | — | — | — | — | — | 6,650 | — | $1,599,591 | | Nicole C. Murphy | 02/07/2024 | (3) | $145,547 | $582,188 | $1,309,922 | — | — | — | — | — | — | | | 02/07/2024 | (4) | — | — | — | 1,091 | 4,365 | 8,730 | — | — | $1,429,319 | | | 02/07/2024 | (5) | — | — | — | 2,183 | 4,365 | 8,730 | — | — | $1,049,957 | | | 02/07/2024 | (6) | — | — | — | — | — | — | 5,820 | — | $1,399,943 |

  123. 2024 Grants of Plan-Based Awards

    Notes to the 2024 Grants of Plan-Based Awards Table

  124. 2024 Grants of Plan-Based Awards

    | (1) Reflects the potential future payouts of awards granted in 2024 under our 2024 annual bonus plan and our LTI program for each NEO as of the respective grant dates. |

  125. 2024 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 determined 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 EPS CAGR PSUs and RSUs is determined as of the date of grant using the closing price of our common stock on the grant date. The assumptions used to calculate the grant date fair value of stock awards are included in footnote 16 of our 2024 Annual Report on Form 10-K. The maximum payouts for these awards are included in the footnotes following the Summary Compensation Table above. Mr. McDonnell retired from the company on March 1, 2025. Upon his retirement any unvested equity holdings were forfeited consistent with Biogen’s 2017 Omnibus Equity Plan. |

  126. 2024 Grants of Plan-Based Awards

    | (3) These amounts relate to our 2024 annual bonus plan. The amounts shown in column (d) represent the 2024 target payout amount based on the target percentage applied to each NEO’s base salary as of December 31, 2024. For 2024, 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 Dr. Singhal. The |

  127. 2024 Grants of Plan-Based Awards

    | 2025 Proxy Statement | -43- |

  128. 2024 Grants of Plan-Based Awards

    | amounts in 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 2024 annual bonus plan are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. |

  129. 2024 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 (1/1/24-12/31/26) 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” on Page 33. |

  130. 2024 Grants of Plan-Based Awards

    | (5) These amounts relate to the annual grant of EPS CAGR PSUs. The EPS CAGR PSUs are earned based on three-year compound annual growth EPS performance after the end of a three-year performance period (1/1/24-12/31/26) 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 EPS CAGR PSU awards, please see “Long-Term Incentives” on Page 33. |

  131. 2024 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. |

  132. 2024 Grants of Plan-Based Awards

    | 2025 Proxy Statement | -44- |

  133. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table summarizes the equity awards that were outstanding as of December 31, 2024, for each of our NEOs.

  134. Outstanding Equity Awards at 2024 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 | $1,758,580 | | | 12/1/2022 | (3) | | | | | — | — | 5,410 | $827,297 | | | 12/1/2022 | (4) | | | | | 7,040 | $1,076,557 | — | — | | | 12/1/2022 | (5) | 53,681 | 26,841 | $301.85 | 12/1/2032 | — | — | — | — | | | 2/7/2024 | (6) | | | | | — | — | 10,133 | $1,549,538 | | | 2/7/2024 | (7) | | | | | — | — | 20,265 | $3,098,924 | | | 2/7/2024 | (8) | | | | | 27,025 | $4,132,663 | — | — | | Michael R. McDonnell(9) | 2/10/2022 | (6) | | | | | — | — | — | — | | | 2/10/2022 | (8) | | | | | 3,257 | $498,060 | — | — | | | 2/8/2023 | (6) | | | | | — | — | 3,503 | $535,679 | | | 2/8/2023 | (8) | | | | | 4,670 | $714,136 | — | — | | | 2/7/2024 | (6) | | | | | — | — | 2,495 | $381,535 | | | 2/7/2024 | (7) | | | | | — | — | 4,990 | $763,071 | | | 2/7/2024 | (8) | | | | | 6,650 | $1,016,918 | — | — | | Susan H. Alexander | 2/10/2022 | (6) | | | | | — | — | — | — | | | 2/10/2022 | (8) | | | | | 2,575 | $393,769 | — | — | | | 2/8/2023 | (6) | | | | | — | — | 3,285 | $502,342 | | | 2/8/2023 | (8) | | | | | 4,380 | $669,790 | — | — | | | 2/7/2024 | (6) | | | | | — | — | 2,183 | $333,824 | | | 2/7/2024 | (7) | | | | | — | — | 4,365 | $667,496 | | | 2/7/2024 | (8) | | | | | 5,820 | $889,994 | — | — | | Priya A. Singhal | 2/10/2022 | (6) | | | | | — | — | — | — | | | 2/10/2022 | (8) | | | | | 1,212 | $185,339 | — | — | | | 9/1/2022 | (8) | | | | | 1,669 | $255,223 | — | — | | | 2/8/2023 | (6) | | | | | — | — | 2,743 | $419,460 | | | 2/8/2023 | (8) | | | | | 3,657 | $559,228 | — | — | | | 2/7/2024 | (6) | | | | | — | — | 2,495 | $381,535 | | | 2/7/2024 | (7) | | | | | — | — | 4,990 | $763,071 | | | 2/7/2024 | (8) | | | | | 6,650 | $1,016,918 | — | — | | Nicole C. Murphy | 2/10/2022 | (6) | | | | | — | — | — | — | | | 2/10/2022 | (8) | | | | | 2,272 | $347,434 | — | — | | | 2/8/2023 | (6) | | | | | — | — | 3,153 | $482,157 | | | 2/8/2023 | (8) | | | | | 4,204 | $642,876 | — | — | | | 2/7/2024 | (6) | | | | | — | — | 2,183 | $333,824 | | | 2/7/2024 | (7) | | | | | — | — | 4,365 | $667,496 | | | 2/7/2024 | (8) | | | | | 5,820 | $889,994 | — | — |

  135. Outstanding Equity Awards at 2024 Fiscal Year-End

    Notes to the Outstanding Equity Awards at 2024 Fiscal Year-End Table

  136. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (1) The market value of awards is based on the closing price of our stock on December 31, 2024 ($152.92) as reported on Nasdaq. |

  137. Outstanding Equity Awards at 2024 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 CAGR 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” on page 30. |

  138. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (3) 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 threshold performance results. For additional information on the rTSR PSU awards, please see “Long-Term Incentives” on page 30. |

  139. Outstanding Equity Awards at 2024 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. |

  140. Outstanding Equity Awards at 2024 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. |

  141. Outstanding Equity Awards at 2024 Fiscal Year-End

    | 2025 Proxy Statement | -45- |

  142. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (6) rTSR PSUs were granted in 2022, 2023 and 2024. Actual rTSR PSUs are earned based on three-year cumulative rTSR performance after the end of a three-year performance period (1/1/22-12/31/24, 1/1/23-12/31/25 and 1/1/24-12/31/26, respectively) and vest on the third anniversary of the date of grant. For 2022 rTSR PSUs, the number and value shown in columns (g) and (h), respectively, reflect no earned PSUs based on actual rTSR performance. For 2023 and 2024 rTSR PSUs, the number and value shown in columns (i) and (j), respectively, assume threshold performance results. For additional information on the rTSR PSU awards, please see “Long-Term Incentives” on page 30. |

  143. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (7) EPS CAGR PSUs were granted in 2024. Actual EPS CAGR PSUs are earned based on three-year cumulate EPS performance after the end of a three-year performance period (1/1/24-12/31/26) and vest on the third anniversary of grant. The number and value shown in columns (i) and (j), respectively, assume target performance results. For additional information on the EPS CAGR PSU awards, please see “Long-Term Incentives” on page 30. |

  144. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (8) RSU awards were granted in 2022, 2023 and 2024 as part of the annual LTI program and in 2022 for Dr. Singhal in connection with special recognition. They vest in three annual installments beginning on the first anniversary of the grant date. |

  145. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (9) Mr. McDonnell retired from the company on March 1, 2025. Upon his retirement any unvested equity holdings were forfeited consistent with Biogen’s 2017 Omnibus Equity Plan. |

  146. 2024 Option Exercises and Stock Vested

    2024 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, 2024. No NEO exercised stock options during 2024.

  147. 2024 Option Exercises and Stock Vested

    | Name | Number of Shares Acquired on Vesting(1) | Value Realized on Vesting(2) | | Christopher A. Viehbacher | — | — | | Michael R. McDonnell | 15,878 | $3,676,770 | | Susan H. Alexander | 12,476 | $2,894,117 | | Priya A. Singhal | 6,981 | $1,572,411 | | Nicole C. Murphy | 6,543 | $1,541,217 |

  148. 2024 Option Exercises and Stock Vested

    Notes to the 2024 Options Exercised and Stock Vested Table

  149. 2024 Option Exercises and Stock Vested

    | (1) Cash-settled PSUs that were granted in 2021 were settled in cash for Mr. McDonnell, Ms. Alexander, Dr. Singhal and Ms. Murphy. The number of our actual common stock acquired on vesting of MSUs, stock-settled PSUs and RSUs in 2024, after stock was withheld to pay the minimum withholding of taxes, was as follows: |

  150. 2024 Option Exercises and Stock Vested

    | | Net Shares Acquired(3) | | Christopher A. Viehbacher | — | | Michael R. McDonnell | 6,678 | | Susan H. Alexander | 5,772 | | Priya A. Singhal | 3,926 | | Nicole C. Murphy | 3,747 |

  151. 2024 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. |

  152. 2024 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. |

  153. 2024 Non-Qualified Deferred Compensation

    2024 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 ($345,000 in 2024) 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 ($345,000 for 2024). 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 2024, 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 2024 is shown in the Summary Compensation Table. We fund the SSP liabilities through corporate-owned life insurance (COLI), which we purchase with the written

  154. 2024 Non-Qualified Deferred Compensation

    | 2025 Proxy Statement | -46- |

  155. 2024 Non-Qualified Deferred Compensation

    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 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 CIC 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, 2024. The account balances as of year-end include all contributions and interest amounts earned by our NEOs through the end of 2024.

  156. 2024 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 | $1,823,200 | $217,860 | $249,282 | — | $2,523,281 | | Michael R. McDonnell | — | $157,460 | $16,038 | — | $414,641 | | Susan H. Alexander | — | $125,592 | $858,830 | — | $16,403,709 | | Priya A. Singhal | $287,925 | $86,339 | $32,047 | — | $814,730 | | Nicole C. Murphy | — | $74,043 | $9,730 | — | $234,681 |

  157. 2024 Non-Qualified Deferred Compensation

    Notes to the 2024 Non-Qualified Deferred Compensation Table

  158. 2024 Non-Qualified Deferred Compensation

    | (1) The amounts in this column are also included, in part, in columns (c) and/or (g) of the Summary Compensation Table and represent deferral of salary and deferral of payments under our 2024 annual bonus plan, respectively. |

  159. 2024 Non-Qualified Deferred Compensation

    | (2) The amounts in this column are also included in column (h) of the Summary Compensation Table for 2024 as company contributions to the SSP. |

  160. 2024 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 2024 for Mr. Viehbacher ($3,573), Mr. McDonnell ($1,056) and Dr. Singhal ($2,110). |

  161. 2024 Non-Qualified Deferred Compensation

    | (4) The following table lists the compensation deferrals during 2023 and 2022 by our NEOs, as reported, where applicable, in the Proxy Statement for our 2024 and 2023 Annual Meetings: |

  162. 2024 Non-Qualified Deferred Compensation

    | | Amounts Previously Reported as Deferred | | | Name | 2023* | 2022* | | Christopher A. Viehbacher | $141,539 | — | | Michael R. McDonnell | — | — | | Susan H. Alexander | $1,137,552 | $787,477 | | Priya A. Singhal | — | — | | Nicole C. Murphy | — | — |

  163. 2024 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.

  164. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  165. Potential Post-Termination Payments Table

    | (2) Ms. Alexander was eligible for potential payments upon retirement at December 31, 2024. Based on years of service, Ms. Alexander was eligible for accelerated vesting on 100% of outstanding equity awards as of December 31, 2024. Any unvested PSU 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. 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, 2024, 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. |

  166. 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 incorporates achievement of company, individual and, in some cases, function or region-specific performance goals. Payout levels (as a percentage of target) are based upon employee level and administrative provisions are the same for all participants globally. 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, 2024, 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 2024.

  167. CEO Pay Ratio

    | 2025 Proxy Statement | -50- |

  168. CEO Pay Ratio

    Our median employee is a full-time employee based in the U.S. In December 2024, when we determined the median employee, approximately 56% of our workforce was based in the U.S. with the remaining approximately 44% 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 2024 of $24,166,665. The annual total compensation of the median employee, as determined in accordance with the SEC’s rules, for 2024 was $183,062. 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 132 to 1. 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.

  169. CEO Pay Ratio

    | 2025 Proxy Statement | -51- |

  170. CEO Pay Ratio

    As discussed in our CD&A above, our CMDC has implem en ted 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 2024, 2023, 2022, 2021 and 2020. Pay versus Performance (PVP) 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 five years 2020 – 2024. 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 NBI using the same methodology is shown for comparison. The CMDC did not consider the PVP 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.

  171. Narrative to Pay versus Performance Table

    Narrative to Pay versus Performance Table For the fiscal year ending December 31, 2024, the most important financial measures we identified for the purposes of the PVP disclosure requirement linking compensation actually paid (CAP) 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. LTIs represent a large percentage of our NEOs’ target compensation. Because the value of our LTI 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 realizable pay to long-term stockholder value creation. 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. 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.

  172. Narrative to Pay versus Performance Table

    | 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) | | 2024 | $24,166,665 | — | $1,250,864 | — | $6,365,146 | ($228,942) | $51.54 | $113.84 | $1,632 | $9,032M | | 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 |

  173. Narrative to Pay versus Performance Table

    Notes to Pay Vs. Performance Table

  174. Narrative to Pay versus Performance Table

    | (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 2024, 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. |

  175. Narrative to Pay versus Performance Table

    | (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. |

  176. Narrative to Pay versus Performance Table

    | (3) For 2024, 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. |

  177. Narrative to Pay versus Performance Table

    | (4) Reflects cumulative total stockholder return of the NBI as of December 31, 2024. The NBI is the peer group used by Biogen 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, 2024. |

  178. Narrative to Pay versus Performance Table

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

  179. Narrative to Pay versus Performance Table

    | 2025 Proxy Statement | -52- |

  180. Narrative to Pay versus Performance Table

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

  181. Narrative to Pay versus Performance Table

    | 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 | | 2024 | $24,166,665 | — | $18,010,911 | — | ($4,904,890) | — | $1,250,864 | — | | 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 |

  182. Narrative to Pay versus Performance Table

    | (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. |

  183. Narrative to Pay versus Performance Table

    | (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. |

  184. Narrative to Pay versus Performance Table

    | Fair Value of Equity Awards for CEO and former CEO | 2024 | 2023 | 2022 | | 2021 | 2020 | | | | | Mr. Viehbacher | Mr. Vounatsos | | | | As of year-end for awards granted during the year | $8,702,498 | — | $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 | ($12,329,483) | ($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 | ($1,277,904) | ($1,363,419) | — | ($1,085,768) | $1,307,643 | ($1,468,515) | | Total Equity Award Adjustments | ($4,904,890) | ($8,568,106) | $27,063,911 | ($5,336,778) | $11,605,674 | $3,805,602 |

  185. Narrative to Pay versus Performance Table

    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.

  186. Narrative to Pay versus Performance Table

    | 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 | | 2024 | $6,365,146 | $4,156,541 | ($2,437,548) | ($228,942) | | 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 |

  187. Narrative to Pay versus Performance Table

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

  188. Narrative to Pay versus Performance Table

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

  189. Narrative to Pay versus Performance Table

    | Average Fair Value of Equity Awards for non-CEO NEOs | 2024 | 2023 | 2022 | 2021 | 2020 | | As of year-end for awards granted during the year | $2,008,250 | $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 | ($4,156,500) | ($1,027,351) | ($241,427) | ($150,316) | ($741,028) | | Increase or decrease from prior fiscal year-end for awards that vested during the year | ($289,298) | ($28,591) | ($253,985) | $280,656 | ($167,520) | | Total Equity Award Adjustments | ($2,437,548) | $2,467,073 | $3,314,294 | $3,426,326 | $1,996,299 |

  190. Narrative to Pay versus Performance Table

    The following table identifies the four most important financial and strategic measures used by our CMDC to link the CAP to our NEOs in 2024, 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 .

  191. Narrative to Pay versus Performance Table

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

  192. Narrative to Pay versus Performance Table

    | 2025 Proxy Statement | -53- |

  193. Narrative to Pay versus Performance Table

    The following table and accompanying notes provide information about the beneficial ownership of our common stock by:

  194. Narrative to Pay versus Performance Table

    | • | each stockholder known by us to be the beneficial owner of more than 5% of our common stock; |

  195. Narrative to Pay versus Performance Table

    | • | each of our named executive officers; |

  196. Narrative to Pay versus Performance Table

    | • | each of our directors and nominees for director; and |

  197. Narrative to Pay versus Performance Table

    | • | all of our directors and executive officers as a group. |

  198. Narrative to Pay versus Performance Table

    Except as otherwise noted, the persons identified have sole voting and investment power with respect to the shares of our common stock beneficially owned. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and investment power with respect to the shares. Except as otherwise noted, the information below is as of April 21, 2025 (Ownership Date). Unless otherwise indicated in the footnotes, the address of each of the individuals named below is: c/o Biogen Inc., 225 Binney Street, Cambridge, Massachusetts 02142.

  199. Narrative to Pay versus Performance Table

    | Name | Shares Owned(1) | Shares Subject to Options and Stock Units(2) | Total Number of Shares Beneficially Owned(1) | Percentage of Outstanding Shares(3) | | 5% Stockholders | | | | | | The Vanguard Group(4) 100 Vanguard Boulevard Malvern, PA 19355 | 16,677,806 | — | 16,677,806 | 11.4% | | PRIMECAP Management Company(5) 177 East Colorado Boulevard 11th Floor Pasadena, CA 91105 | 16,264,481 | — | 16,264,481 | 11.2% | | BlackRock, Inc.(6) 55 East 52nd Street New York, NY 10055 | 12,506,681 | — | 12,506,681 | 8.5% | | State Street Corporation(7) One Congress Street, Suite 1, Boston, MA 02114 | 7,346,505 | — | 7,346,505 | 5.0% | | Named Executive Officers | | | | | | Christopher A. Viehbacher | 12,807 | 53,681 | 66,488 | * | | Michael R. McDonnell(8) | 24,341 | — | 24,341 | * | | Susan H. Alexander(9) | 56,347 | — | 56,347 | * | | Nicole C. Murphy | 14,223 | — | 14,223 | * | | Priya A. Singhal | 9,234 | — | 9,234 | * | | Directors | | | | | | Caroline D. Dorsa | 24,822 | 1,785 | 26,607 | * | | Maria C. Freire | 3,105 | 1,340 | 4,445 | * | | William A. Hawkins | 5,150 | 1,340 | 6,490 | * | | Susan K. Langer | 1,420 | 1,340 | 2,760 | * | | Jesus B. Mantas | 6,048 | 1,340 | 7,388 | * | | Lloyd Minor | — | — | — | | | Menelas Pangalos | — | — | — | | | Monish Patolawala | — | 1,340 | 1,340 | * | | Eric K. Rowinsky | 20,356 | 1,340 | 21,696 | * | | Stephen A. Sherwin | 9,978 | 1,340 | 11,318 | * | | All current executive officers and directors as a group (20 persons) | 201,629 | 65,784 | 267,413 | * |

  200. Narrative to Pay versus Performance Table

    | * Represents beneficial ownership of less than 1% of our outstanding shares of common stock. |

  201. Narrative to Pay versus Performance Table

    | (1) The shares described as “owned” are shares of our common stock directly or indirectly owned by each listed person, rounded up to the nearest whole share. |

  202. Narrative to Pay versus Performance Table

    | (2) Includes RSUs that will vest within 60 days of the Ownership Date. |

  203. Narrative to Pay versus Performance Table

    | (3) The calculation of percentages is based upon 146,527,145 shares outstanding on April 21, 2025, plus for each of the individuals listed above the shares subject to RSUs exercisable within 60 days of the Ownership Date, as reflected in the column under the heading “Shares Subject to Options and Stock Units.” |

  204. Narrative to Pay versus Performance Table

    | 2025 Proxy Statement | -54- |

  205. Narrative to Pay versus Performance Table

    | (4) Based solely on information as of September 30, 2024, contained in a Schedule 13G/A filed with the SEC by The Vanguard Group on November 12, 2024, which also indicates that it has sole dispositive power with respect to 16,033,598 shares, shared voting power with respect to 179,337 shares and shared dispositive power with respect to 644,208 shares. |

  206. Narrative to Pay versus Performance Table

    | (5) Based solely on information as of December 31, 2024, contained in a Schedule 13G/A filed with the SEC by PRIMECAP Management Company on February 12, 2024, which also indicates that it has sole voting power over 15,855,877 shares and sole dispositive power over 16,264,481 shares. |

  207. Narrative to Pay versus Performance Table

    | (6) Based solely on information as of March 31, 2025, contained in a Schedule 13G/A filed with the SEC by BlackRock, Inc. on April 17, 2025, which also indicates that it has sole voting power with respect to 11,125,519 shares and sole dispositive power with respect to 12,506,681 shares. |

  208. Narrative to Pay versus Performance Table

    | (7) Based solely on information as of September 30, 2024, contained in a Schedule 13G filed with the SEC by State Street Corporation on October 16, 2024, which also indicates that it has shared voting power with respect to 4,739,179 shares and shared dispositive power with respect to 7,344,960 shares. |

  209. Narrative to Pay versus Performance Table

    | (8) Mr. McDonnell retired from the company on March 1, 2025. |

  210. Narrative to Pay versus Performance Table

    | (9) Includes 20,082 shares held in an irrevocable trust for the benefit of Ms. Alexander’s children. Ms. Alexander’s spouse is the trustee of the trust. |

  211. Narrative to Pay versus Performance Table

    | 2025 Proxy Statement | -55- |

  212. Narrative to Pay versus Performance Table

    Biogen Inc.