DEF 14A of Biomarin Pharmaceutical Inc, Apr 21, 2026

DEF 14A of Biomarin Pharmaceutical Inc

Filed Apr 21, 2026 · FY20250001628280-26-026290

Open on EDGAR

  1. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement The performance targets for relative TSR awards and Core Operating Margin awards based on the three-year performance period of 2023 through 2025 were not met and resulted in a payout below 100%, consistent with our pay-for-performance compensation philosophy.

  2. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | Three-Year Performance Period (2023 – 2025) Long-Term Performance-Based Equity Awards | | | | | | | Relative TSR | | Core Operating Margin(3) | | Strategic Goals | | | Target | Result | Target | Result | Target | Result | | 55th percentile | 35th percentile | 2023: 9.0% | 2023: 7.4% | 100% | 150% | | | | 2024: 20.5% | 2024: 15.4% | | | | | | 2025: 28.0% | 2025: 29.1% | | |

  3. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | Payouts as a percentage of Target based on performance compared to pre-established criteria: | | | | 69.4% | 53.3% | 150% |

  4. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    (1)2025 total revenue result is based on total revenue calculated in accordance with U.S. Generally Accepted Accounting Principles (GAAP). While the result was slightly below target, it represented a 99.9% achievement to target and the Compensation Committee determined the payout under this metric to be 100% given the small difference and the fact that the result represents strong revenue growth compared to the prior year. (2)See Appendix B for the definition of Non-GAAP Diluted Earnings per Share (EPS) and reconciliation to the most directly comparable GAAP financial measure. The 2025 Non-GAAP Diluted EPS result was further adjusted to: (a) the impact of the acquired in-process research and development (IPR&D) charges related to the acquisition of Inozyme; (b) the impact of the Company’s strategic decision to voluntarily withdraw ROCTAVIAN from the market; and (c) the impact of accrual relating to the 2025 annual cash incentive plan payout decision beyond 100%. See footnote (3) to “2025 Plan Goals and Results” table set forth in the “Compensation Discussion and Analysis” section of this Proxy Statement for additional information regarding such adjustments. (3)See Appendix B for the definition of Core Operating Margin and reconciliation to the most directly comparable GAAP financial measure. The Core Operating Margin results as presented above were adjusted for: (a) the difference between foreign currency exchange rates in effect at the time the goal was set and at the end of the performance period; (b) adjustments for costs incurred in the acquisition of Inozyme, including impact of the acquired IPR&D charges; and (c) the impact of the Company’s strategic decision to voluntarily withdraw ROCTAVIAN from the market. See footnote (1) to “Core Operating Margin Performance-Based RSUs Earned for 2023 Through 2025 Performance Period” table set forth in the “Compensation Discussion and Analysis” section of this Proxy Statement for additional information regarding such adjustments.

  5. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | 16 | 2026 Proxy Statement |

  6. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | | | | | 1 | Election of Directors Each of the ten nominees for director listed below is currently a director of the Company and each has been recommended by the CGN Committee to the Board for re-election as our directors at the Annual Meeting, and the Board has approved such recommendations. Each of the nominees listed below was previously elected by the stockholders, except for Ian T. Clark, who joined the Board in August 2025. Richard A. Meier’s term as a director will conclude at the Annual Meeting and the size of the Board will be automatically decreased from 11 to ten. Mr. Meier currently serves as the Chair of the Board and the Board has appointed Mr. Clark to succeed Mr. Meier effective as of the Annual Meeting, subject to Mr. Clark’s election. Each director nominee to be elected and qualified will hold office until the next Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Vote Required Each nominee receiving greater number of votes cast “FOR” than votes cast “AGAINST” by stockholders entitled to vote thereon will be elected to the Board. | | | | Board Refreshment Our Board and committee refreshment and succession planning process is designed to enable the Board and each committee to be comprised of highly qualified directors, with the independence, skills, diversity and perspectives to effectively carry out the Board’s oversight of the Company. The CGN Committee in consultation with the Chair of the Board, regularly assesses the composition of the Board and its committees to evaluate its effectiveness and whether or not changes should be considered. Nine of our current 11 directors are new to the Board since January 2017, which averages out to approximately one new director per year over the last decade. In addition, six of our ten director nominees included in this Proxy Statement are new to the Board since January 2022. | | | | | The Board recommends a vote in favor of each nominee named in Proposal 1. |

  7. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | 2026 Proxy Statement | 17 |

  8. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    Nominees for Director A brief biography of each nominee is set forth below, which includes information, as of April 7, 2026, regarding specific and particular experience, qualifications, attributes or skills of each nominee that led the CGN Committee and the Board to believe that the nominee should continue to serve on the Board.

  9. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | | | | | Elizabeth McKee Anderson Director, GSK PLC Director, Insmed, Inc. Director, Revolution Medicines, Inc. Age: 68 Director Since: July 2019 | | Key Skills and Experience The Board has nominated Ms. Anderson for her extensive experience in managing large biotechnology and pharmaceutical organizations, compensation and corporate governance matters, finance and accounting, and sales and marketing of both biotechnology and pharmaceutical products. Professional Highlights Elizabeth McKee Anderson joined our Board in July 2019 and serves as Chair of the Compensation Committee. Ms. Anderson held various senior leadership positions at Johnson & Johnson from 2003 until her retirement in 2014. Prior to Johnson & Johnson, Ms. Anderson served as the Vice President and General Manager of Wyeth Lederle Vaccines, division of Wyeth, a pharmaceutical company, a role that she held from 1997 to 2002. Ms. Anderson also previously worked at Rhône-Poulenc Rorer and the American Red Cross. Ms. Anderson currently serves on the boards of GSK plc, Insmed, Inc., and Revolution Medicines, Inc., all public biopharmaceutical companies. She served on the boards of Bavarian Nordic A/S, a public vaccines and biopharmaceuticals company, until August 2022 and Huntsworth PLC, a public healthcare and communications company until December 2019. Ms. Anderson also serves on the board of Aro Biotherapeutics Company, a private biopharmaceutical company. She is a member of the Board of Trustees of the Wistar Institute, a non-profit biomedical research organization and is the Principal of PureSight Advisory, LLC. Ms. Anderson holds a B.S. in Engineering from Rutgers University and an M.B.A. from Loyola University Maryland. | |

  10. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | 18 | 2026 Proxy Statement |

  11. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | | | | | Barbara W. Bodem Director, Enovis Corp. Director, Option Care Health, Inc. Age: 58 Director Since: December 2023 | | Key Skills and Experience The Board has nominated Ms. Bodem for her extensive experience serving on the boards of biotechnology and pharmaceutical organizations as well as her financial and accounting expertise. Professional Highlights Barbara W. Bodem has served on our Board since December 2023. Ms. Bodem was interim Chief Financial Officer of Dentsply Sirona Inc., a public dental equipment and supplies manufacturing company, from April 2022 to October 2022. Prior to that, she served as Senior Vice President and Chief Financial Officer of Hill-Rom Holdings, Inc., a medical device and medical technology provider, from 2018 until its acquisition by Baxter International Inc. in 2021. Earlier in her career, she served as Senior Vice President of Finance of Mallinckrodt Pharmaceuticals, a pharmaceutical manufacturer, from 2015 to 2018. She previously served in senior finance roles at Hospira, Inc. and Eli Lilly and Company. Ms. Bodem currently serves on the boards of Enovis Corp., a public medical technology company, and Option Care Health, Inc., a public provider of home and alternate site infusion services. She also serves on the boards of BiomEdit LLC, a private animal health company, NorthStar Medical Radioisotopes, a radiopharmaceutical company and the non-profit Nature Conservancy of Indiana. In the past five years, Ms. Bodem served on the boards of Syneos Health, Inc. and Turning Point Therapeutics, Inc. She also served on the board of Invacare Corporation. She holds a B.S. in Finance and an M.B.A from Indiana University. | |

  12. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | 2026 Proxy Statement | 19 |

  13. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | | | | | Ian T. Clark Director, Takeda Pharmaceutical Company Limited(1) Director, Olema Pharmaceuticals, Inc. Director, Kyverna Therapeutics, Inc. Director, Corvus Pharmaceuticals, Inc. Director, Guardant Health, Inc. Age: 65 Director Since: August 2025 | | Key Skills and Experience The Board has nominated Mr. Clark for his extensive experience serving as an executive and on the boards of directors of many public and private companies in the biopharmaceutical industry. Professional Highlights Ian T. Clark has served on our Board since August 2025. Mr. Clark previously served as Chief Executive Officer of Genentech Inc., a biotechnology company, and a member of the company’s Board of Directors from January 2010 until his retirement in December 2016. Prior to serving as CEO, Mr. Clark held a number of senior management positions at Genentech/Roche, including Head of Global Product Strategy, Executive Vice President, Commercial Operations, and Senior Vice President and General Manager of BioOncology. Before joining Genentech, Mr. Clark spent 23 years in the biopharmaceutical industry in senior roles at Novartis International AG, Sanofi S.A., Ivax Pharmaceuticals and G.D. Searle. Mr. Clark serves as a member of the boards of directors of several public biopharmaceutical and biotechnology companies: Takeda Pharmaceutical Company Limited, Olema Pharmaceuticals, Inc., Kyverna Therapeutics, Inc., Corvus Pharmaceuticals, Inc., and Guardant Health, Inc. Mr. Clark is currently an advisor to KKR & Co. Inc., and previously served on the board of directors of GoodRx Holdings, Inc. from July 2024 to March 2026, the board of the Biotechnology Industry Organization, as well as a member of the 12th District Economic Advisory Council of the Federal Reserve. Mr. Clark received a Bachelor of Science and an honorary doctorate in biological sciences from Southampton University in the United Kingdom. | | | (1)Mr. Clark will be retiring from the board of directors of Takeda Pharmaceutical Company Limited on June 24, 2026. | |

  14. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | 20 | 2026 Proxy Statement |

  15. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | | | | | Athena Countouriotis, M.D. Co-founder, President, Chief Executive Officer and Chairperson, Avenzo Therapeutics Director, Iovance Biotherapeutics, Inc. Director, Passage Bio, Inc. Age: 54 Director Since: December 2023 | | Key Skills and Experience The Board has nominated Dr. Countouriotis for her extensive experience in managing biotechnology, pharmaceutical and clinical organizations, as well as her expertise in research and clinical development. Professional Highlights Athena Countouriotis, M.D. joined our Board in December 2023. Dr. Countouriotis is co-founder, President, Chief Executive Officer and Chairperson of Avenzo Therapeutics, Inc., a private biotechnology company, since October 2022. Prior to that, she served as President and Chief Executive Officer of Turning Point Therapeutics, Inc., an oncology company, from May 2018 to August 2022, leading the company through its initial public offering and eventual acquisition by Bristol Myers Squibb. Dr. Countouriotis previously held the role of Senior Vice President and Chief Medical Officer of Adverum Biotechnologies, Inc., a clinical stage gene therapy organization, from June 2017 to May 2018, and before that served as Senior Vice President, Chief Medical Officer of Halozyme Therapeutics, Inc., a public biotechnology company, from January 2015 to May 2017. Dr. Countouriotis also served as Chief Medical Officer of Ambit Biosciences Corporation, a biopharmaceutical company, from February 2012 until its acquisition by Daiichi Sankyo Company in November 2014. Earlier in her career, Dr. Countouriotis led various clinical development organizations within Pfizer Inc. and Bristol-Myers Squibb Company. Dr. Countouriotis currently serves on the board of directors of Iovance Biotherapeutics, Inc., a public oncology therapeutics company, Passage Bio, Inc., a public gene therapy company, Recludix Pharma, Inc., a private oncology therapeutics company, Leal Therapeutics, Inc., a private central nervous system diseases company, and Umoja Biopharma, Inc., a private company focused on in vivo CART therapies. Dr. Countouriotis previously served on the board of directors of Capstan Therapeutics, Inc, a private cell therapy company, from October 2022 until its acquisition by AbbVie Inc. in August 2025 and Cardiff Oncology, Inc. (previously known as Trovagene, Inc.), a public oncology therapeutics company, from September 2017 to January 2020. She holds a B.S. in Physiology from the University of California, Los Angeles, and an M.D. from Tufts University School of Medicine. | |

  16. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | 2026 Proxy Statement | 21 |

  17. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | | | | | Willard Dere, M.D. Professor Emeritus of Internal Medicine at the University of Utah Chief Advisor to the CEO and Chief Medical Officer, Angitia Biopharmaceuticals Director, Seres Therapeutics, Inc. Director, Metagenomi, Inc. Age: 72 Director Since: July 2016 | | Key Skills and Experience The Board has nominated Dr. Dere for his extensive experience in managing biotechnology and pharmaceutical organizations, clinical trial research as well as research and development in translating basic science discoveries into new clinical therapies and novel drug strategies. Professional Highlights Willard Dere, M.D. joined our Board in July 2016 and serves as Chair of the Science and Technology Committee. He is currently Professor Emeritus of Internal Medicine at the University of Utah and Chief Advisor to the Chief Executive Officer and Chief Medical Officer at Angitia Biopharmaceuticals, a private biopharmaceutical company. Dr. Dere served as Professor of Internal Medicine and the B. Lue and Hope S. Bettilyon Presidential Endowed Chair in Internal Medicine for Diabetes Research, Co-Director of the Utah Clinical and Translational Science Institute, Co-Director of the Center for Genomic Medicine, and the Associate Vice President for Research at the University of Utah Health Sciences Center from November 2014 to June 2022. Prior to returning to academia in November 2014, Dr. Dere worked in the biopharmaceutical industry for 25 years, holding multiple roles at Amgen, Inc. and Eli Lilly and Company, both public biopharmaceutical companies. Dr. Dere currently serves on the boards of Seres Therapeutics, Inc. and Metagenomi, Inc., each of which are public biopharmaceutical companies. Dr. Dere served on the board of Ocera Therapeutics, Inc., a public biopharmaceutical company, until its acquisition by Mallinckrodt PLC in December 2017, Radius Health, Inc., a public biopharmaceutical company, until its acquisition by a private equity firm in August 2022, and Mersana Therapeutics, Inc., a public biopharmaceutical company, until its acquisition by Day One Biopharmaceuticals, Inc. in January 2026. Dr. Dere also serves on the external advisory board of the Utah Clinical and Translational Science Institute. Since 2014, Dr. Dere has served on the Grants Working Group of the California Institute of Regenerative Medicine. Dr. Dere holds a B.A. and an M.D. from the University of California, Davis, and trained in Internal Medicine at the University of Utah and Endocrinology/Metabolism at the University of California at San Francisco. | |

  18. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | 22 | 2026 Proxy Statement |

  19. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | | | | | Mark J. Enyedy Former President and Chief Executive Officer of ImmunoGen, Inc. Director, Charles River Laboratories International, Inc. Director, Astellas Pharma, Inc. Age: 62 Director Since: December 2023 | | Key Skills and Experience The Board has nominated Mr. Enyedy for his extensive experience in general management, business development, and corporate and securities law in the biotechnology industry. Professional Highlights Mark J. Enyedy has served on our Board since December 2023 and currently serves as the Chair of the CGN Committee. Mr. Enyedy served as the President and Chief Executive Officer of ImmunoGen, Inc., a public biotechnology company, from May 2016 until February 2024, when ImmunoGen, Inc. was acquired by AbbVie Inc. Mr. Enyedy joined ImmunoGen from Shire plc, a pharmaceutical company, where he served in various executive capacities from August 2013 to May 2016, including as Executive Vice President and Head of Corporate Development from May 2014 to May 2016. Prior to that, he served as Chief Executive Officer and a director of Proteostasis Therapeutics, Inc., a biopharmaceutical company, from September 2011 to August 2013. Prior to joining Proteostasis, he served for 15 years at Genzyme Corporation, a biopharmaceutical company. Before joining Genzyme Corporation, Mr. Enyedy was an Associate with the Boston law firm Palmer & Dodge. Mr. Enyedy currently serves as a director of Charles River Laboratories International, Inc., a public pharmaceutical and biotechnology contract research organization, Astellas Pharma, Inc., a public multinational pharmaceutical company, and Eden Topco Limited, a private holding company for Ergomed plc. Within the past five years, he served as a director of Ergomed plc, LogicBio Therapeutics, Inc., and Akebia Therapeutics, Inc. Mr. Enyedy also served on the boards of Fate Therapeutics, Inc., Keryx Biopharmaceuticals, Inc., the American Cancer Society of Eastern New England, and The Biotechnology Innovation Organization. He holds a B.S. from Northeastern University and a J.D. from Harvard Law School. | |

  20. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | 2026 Proxy Statement | 23 |

  21. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | | | | | Alexander Hardy President and Chief Executive Officer Age: 57 Director Since: December 2023 | | Key Skills and Experience The Board has nominated Mr. Hardy for his extensive experience in the global biopharmaceutical industry, including management of biotechnology organizations, business development, leadership expertise, and sales and marketing of both biotechnology and pharmaceutical products. Professional Highlights Alexander Hardy has served as our President and Chief Executive Officer and a member of our Board since December 2023. Mr. Hardy has more than 30 years in the global pharmaceutical industry. Prior to BioMarin, he spent nearly 20 years at Genentech, Inc. and Roche, most recently serving as Chief Executive Officer of Genentech, Inc. since May 2019. At Roche, Mr. Hardy previously served as Head of Global Product Strategy from August 2016 to March 2019, and as Head, Asia Pacific, Roche Pharma, from May 2014 through August 2016. Before that, Mr. Hardy served in various leadership roles at Genentech, Inc. (prior to its acquisition by Roche) and Novartis. He currently serves on the board of directors for the Pharmaceutical Research and Manufacturers of America (PhRMA). Mr. Hardy holds a B.A. in Land Economy from the University of Cambridge and an M.B.A. from the University of Michigan's Ross School of Business. | |

  22. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | 24 | 2026 Proxy Statement |

  23. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | | | | | Maykin Ho, Ph.D. Director, Agios Pharmaceuticals Inc. Director, Kyntra Bio, Inc. Director, Neumora Therapeutics, Inc. Age: 73 Director Since: February 2021 | | Key Skills and Experience The Board has nominated Dr. Ho for her extensive experience in healthcare investment research, finance, and analysis of science and biotechnology. Professional Highlights Maykin Ho, Ph.D. joined our Board in February 2021. Dr. Ho is a Venture Partner of Aulis Capital, a global healthcare venture capital firm, as well as a member of the Biotech Advisory Panel of the Stock Exchange of Hong Kong. Dr. Ho is a retired partner of the Goldman Sachs Group, where she held various positions from July 1992 to February 2015, including as senior biotechnology analyst, co-head of Global Healthcare Investment Research, and advisory director for Healthcare Investment Banking. Prior to Goldman Sachs, Dr. Ho held various managerial positions in licensing, strategic planning, marketing and research at DuPont-Merck Pharmaceuticals and DuPont de Nemours & Company. She most recently was a venture partner of Qiming Venture Partners, a venture capital firm in China and Hong Kong, from July 2015 to July 2025. Dr. Ho currently serves on the boards of Agios Pharmaceuticals Inc., Kyntra Bio, Inc. (formerly FibroGen, Inc.) and Neumora Therapeutics, Inc., all public biopharmaceutical companies. She also serves on the boards of Parexel, a private biopharmaceutical services company, the Aaron Diamond AIDS Research Center at Columbia University and the Institute for Protein Innovation founded by Dr. Timothy Springer of Harvard University. Dr. Ho was previously a member of the board of directors of Grail, Inc., a private cancer detection company that was acquired by Illumina in August 2021 and divested in June 2024. Dr. Ho was a postdoctoral fellow at Harvard Medical School and a graduate of the Advanced Management Program at The Fuqua School of Business, Duke University. Dr. Ho holds a Ph.D. in Microbiology and Immunology and a B.S. from the State University of New York, Downstate Medical Center. | |

  24. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | 2026 Proxy Statement | 25 |

  25. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | | | | | Robert J. Hombach Former Executive Vice President, CFO & COO, Baxalta Inc. Director, Embecta Corporation Director, Henry Schein, Inc.(1) Age: 60 Director Since: September 2017 | | Key Skills and Experience The Board has nominated Mr. Hombach for his extensive experience in finance and accounting, capital markets and managing large biotechnology and pharmaceutical organizations. Professional Highlights Robert J. Hombach joined our Board in September 2017 and currently serves as Chair of the Audit Committee. Mr. Hombach served as Executive Vice President, Chief Financial Officer and Chief Operations Officer of Baxalta Inc., a public biopharmaceutical company, until it was acquired by Shire plc, in June 2016. Baxalta was spun off from its parent, Baxter International Inc., a public pharmaceutical company, in July 2015, where Mr. Hombach served as Vice President and Chief Financial Officer from June 2010 until the Baxalta spin-off. Mr. Hombach also served as Treasurer of Baxter from 2007 to 2011 and was Vice President of Finance, Europe, Middle East, and Africa from 2004 to 2007. Prior to this, Mr. Hombach served in a number of finance positions of increasing responsibility in the corporate planning, manufacturing, operations and treasury areas at Baxter. Mr. Hombach currently serves on the board of Embecta Corporation, a public diabetes company, Henry Schein, Inc. a public company providing healthcare solutions to office-based dental and medical practitioners, and Seaport Therapeutics, Inc., a private biopharmaceutical company. Previously, Mr. Hombach served on the boards of Aptinyx Inc., a public biotechnology company, from May 2018 to June 2023, CarMax, Inc., a public company, from April 2018 to June 2022, and Naurex, Inc., a private pharmaceutical company acquired by Allergan in August 2015. Mr. Hombach holds an M.B.A. from Northwestern University’s J.L. Kellogg Graduate School of Management and a B.S. in Finance cum laude from the University of Colorado. | | | (1)Mr. Hombach will not be standing for re-election at the Annual Meeting of Stockholders of Henry Schein, Inc. to be held on May 21, 2026. | |

  26. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | 26 | 2026 Proxy Statement |

  27. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    (1)

  28. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | | | | | Timothy P. Walbert Former Chairman, President and Chief Executive Officer, Horizon Therapeutics Senior Advisor, Amgen Director, Mirum Pharmaceuticals, Inc. Director, Century Therapeutics, Inc. Director, Sagimet Biosciences Inc. Age: 59 Director Since: February 2025 | | Key Skills and Experience The Board has nominated Mr. Walbert for his extensive experience in the biotechnology industry, including his experience in executive-level leadership and sales and marketing of both biotechnology and pharmaceutical products. Professional Highlights Timothy P. Walbert joined our Board in February 2025. Mr. Walbert is currently senior advisor at Amgen, a biotechnology company. Most recently, Mr. Walbert served as the chairman, president and chief executive officer of Horizon Therapeutics, a biopharmaceutical company, from 2008 to October 2023, when it was acquired by Amgen for $28.3 billion. Before joining Horizon, he was president, chief executive officer and director of IDM Pharma Inc., a public biotechnology company, which was acquired by Takeda America Holdings Inc., or Takeda, in June 2009. Before IDM, Mr. Walbert served as executive vice president, commercial operations at NeoPharm Inc., a public biotechnology company. From 2001 to 2005, he was divisional vice president and general manager, immunology, at Abbott, now AbbVie, leading the global development and launch of the multi-indication biologic HUMIRA, and served as divisional vice president, global cardiovascular strategy. From 1998 to 2001, Mr. Walbert served as director, CELEBREX North America, and arthritis team leader, Asia Pacific, Latin America and Canada, at G.D. Searle & Company. From 1991 to 1998, he also held sales and marketing roles with increasing responsibility at G.D. Searle, Merck & Co. Inc. and Wyeth. He serves on the boards of Mirum Pharmaceuticals, Century Therapeutics and Sagimet Biosciences, each public biotech companies. Additionally, he serves on the boards of Catalent, Inc., a private contract development and manufacturing company, as well as Cour Pharmaceuticals, Odyssey Therapeutics and Latigo Therapeutics (chairman), each private clinical-stage biotech companies. He is also a member of the Board of Trustees of Muhlenberg College. He previously served on the board of directors for Aurinia Pharmaceuticals, a public pharmaceutical company, from 2020 to 2022, Exicure, a public biotechnology company, from 2019 to 2022, Assertio, a public biopharma company, from 2014 to 2020, Raptor Pharmaceutical Corp., a public biotechnology company, from 2010 to 2014; XOMA Corporation, a public biotechnology company, from 2011 to 2017 and Sucampo Pharmaceuticals Inc., a public biopharmaceutical company, from 2016 to 2018. He is also a member of Economic Club of Chicago, the Commercial Club of Chicago and the Civic Committee of the Commercial Club of Chicago. Mr. Walbert was a previous board member of the Biotechnology Innovation Organization (BIO), the Pharmaceutical Research and Manufacturing Association (PhRMA), the Illinois Biotechnology Innovation Organization (iBIO) and World Business Chicago. Mr. Walbert holds a B.A. in Business from Muhlenberg College in Allentown, PA. | |

  29. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | 2026 Proxy Statement | 27 |

  30. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

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

  31. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | Directors | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Research & Development | | | | | | | | | | | 4/10 | | | Management of Biotechnology and Pharmaceutical Organizations | | | | | | | | | | | 10/10 | | | Clinical Trial Research | | | | | | | | | | | 3/10 | | | U.S. & International Drug Regulatory Processes | | | | | | | | | | | 5/10 | | | Compensation / Corporate Governance Matters | | | | | | | | | | | 6/10 | | | Finance / Accounting / Capital Markets | | | | | | | | | | | 9/10 | | | Manufacturing of Biotechnology & Small Molecule Drug Products | | | | | | | | | | | 4/10 | | | Business Development / Sales & Marketing | | | | | | | | | | | 9/10 |

  32. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | 28 | 2026 Proxy Statement |

  33. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

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

  34. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | In August 2025, we added Ian T. Clark as a new independent director to the Board. The Board engaged a third-party search firm to assist the Board with identifying a candidate based on a profile determined by the Board. Mr. Clark was identified through such process and he was appointed to the Board and nominated for election in this Proxy Statement following a full review conducted pursuant to the Company’s existing practices and policies for identifying and evaluating nominees. The CGN Committee and the Board believe that Mr. Clark’s extensive experience serving as an executive and on the boards of directors of many public and private companies in the biopharmaceutical industry will help us determine how best to strengthen operational performance, enhance profitability, and create long-term value for our stockholders. Each of the CGN Committee and the Board has decided to recommend the nominees, including Mr. Clark, as of the date of this Proxy Statement. The Board has also appointed Mr. Clark as the new Chair of the Board effective as of the Annual Meeting, subject to his election. |

  35. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

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

  36. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | 2026 Proxy Statement | 29 |

  37. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

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

  38. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

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

  39. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | 30 | 2026 Proxy Statement |

  40. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    Stockholder Nominations In addition, our Amended and Restated Bylaws (Bylaws) permit stockholders to nominate directors (i) for inclusion in our proxy materials and consideration at an Annual Meeting of Stockholders pursuant to our proxy access bylaws and (ii) for consideration at an Annual Meeting of Stockholders without being included in our proxy materials. For a description of the process for nominating directors in accordance with our Bylaws, see the section of this Proxy Statement titled, “Additional Information–Questions and Answers about these Proxy Materials and Voting,” including the information under the headings, “How can I recommend a director nominee for consideration by the CGN Committee?” and “When are other proposals and director nominations for next year’s Annual Meeting due?” Director Independence The Board has affirmatively determined that, except for Mr. Hardy, all of our current directors are independent, and all former directors who served on the Board during the year ended December 31, 2025, were independent, within the meaning of the applicable listing standards of The Nasdaq Stock Market LLC (Nasdaq) and relevant securities and other laws, rules and regulations regarding the definition of “independent” (the Independent Directors). In addition, our Board has affirmatively determined that the members of the Audit Committee who are currently serving or served during the year ended December 31, 2025 are “independent” and qualified in accordance with the Nasdaq listing rules and SEC rules applicable to audit committee members in particular, and that the members of the Compensation Committee who are currently serving or served during the year ended December 31, 2025 are “independent” in accordance with the Nasdaq listing rules and SEC rules applicable to compensation committee members in particular. There are no family relationships between any of our directors and any of our executive officers.

  41. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | 2026 Proxy Statement | 31 |

  42. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

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

  43. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

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

  44. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | 32 | 2026 Proxy Statement |

  45. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | Adoption of Majority Voting Standard for Uncontested Elections of Directors In February 2025, the Board adopted a majority voting standard for the election of directors in uncontested elections by amending our Bylaws. As such, in an uncontested election, each nominee must be elected by the vote of a majority of the votes cast. In order to receive a majority of the votes cast, the number of votes cast “FOR” must exceed the number of votes cast “AGAINST.” In connection with the adoption of the majority voting standard, the Board also amended our Corporate Governance Principles to update our director resignation policy. Under the updated policy, the Board intends to nominate for election or re-election only candidates who have tendered an irrevocable resignation that would be effective upon (i) such director’s failure to receive the required vote and (ii) the Board’s acceptance of the resignation. If a director fails to achieve the required vote in an uncontested election, the CGN Committee would promptly consider the resignation and recommend to the Board the action to be taken on the offered resignation. The Board would act on the CGN Committee’s recommendation and publicly disclose its decision and rationale within 90 days following the date of the certification of the election results. The director whose resignation is under consideration shall not participate in the recommendation of the CGN Committee or deliberations of the Board with respect to his or her nomination. To the extent that a resignation is accepted, the CGN Committee would recommend to the Board whether to fill such vacancy or vacancies or to reduce the size of the Board. Our current Bylaws and Corporate Governance Principles are available in the “Governance” subsection of the “Investors” section of our website at www.biomarin.com. Information on our website is NOT incorporated by reference in this Proxy Statement. |

  46. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

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

  47. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

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

  48. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | 2026 Proxy Statement | 33 |

  49. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    Stockholder Outreach and Engagement We directly reach out to stockholders to hear their views on matters most important to them as investors in BioMarin. Although we do not have any formal threshold, we generally concentrate our outreach efforts on our largest stockholders. In 2025, we continued our active engagement efforts to ensure stockholder interests were incorporated into our planning process for areas such as corporate strategy and the 2026 executive compensation program.

  50. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | | | | | | Scope of Engagement In 2025, we engaged holders of approximately | | BioMarin Participants •Richard A. Meier, our Chair •Alexander Hardy, our CEO •Brian R. Mueller, our CFO •Gregory R. Friberg, M.D., our Chief Research & Development Officer •C. Greg Guyer, our Chief Technical Officer •Cristin Hubbard, our Chief Commercial Officer •James Sabry, our Chief Business Officer •Traci McCarty, our Group Vice President of Investor Relations | Topics Discussed During our meetings with stockholders, we discussed various topics, including: •Business outlook and strategy •Leadership transitions •Corporate governance matters •Executive compensation philosophy and design •Capital allocation priorities •Pipeline and R&D progress Feedback from these discussions was relayed to, and considered by, the full Board and senior executives in their decision making related to these topics important to our stockholders. | | 63% | of our outstanding stock as of December 31, 2025. | | |

  51. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    Stockholder feedback is important, and the information we glean from stockholder engagement and outreach is highly valued by our Board and senior executives. In particular, our stockholders’ views and opinions on our executive compensation practices are extremely important to us. As stewards of good corporate governance, our Compensation Committee evaluates the design of our executive compensation program based on market conditions, stockholder views and other governance considerations. Please see the “Compensation Discussion and Analysis—Recent Say-on-Pay Vote and Stockholder Feedback” section of this Proxy Statement for details regarding how stockholder feedback has been reflected in our executive compensation program. Board Structure and Operations Board Leadership Structure The Board believes that it is important to retain the flexibility to allocate the responsibilities of the offices of Chair and CEO in any manner that it determines to be in the best interests of the Company and its stockholders depending on the circumstances. The Board reviews its leadership structure periodically as part of its annual self-assessment process. In addition, the Board continues to monitor developments in corporate governance as well as the approaches of our peers.

  52. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | 34 | 2026 Proxy Statement |

  53. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    The Board periodically reviews its leadership structure in light of the composition of the Board, the Company’s size, the nature of the Company’s business, the regulatory framework under which the Company operates, and other relevant factors to better align the operational leadership of the Company. Based on such review, the Board has maintained a separate independent Chair position since December 2023. The Board believes that the current practice of separating the Chair and CEO positions is in the best interests of the Company and its stockholders at this time. This determination, in part, is in response to stockholder feedback and what the Board believes to be best governance practice for the Company at this time. Richard A. Meier has served as Chair since December 2023. Mr. Meier’s term as a director will conclude at the Annual Meeting the Board has appointed Ian T. Clark as the new Chair effective as of the Annual Meeting, subject to his election.

  54. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

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

  55. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

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

  56. Equity Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Elizabeth McKee Anderson | 106,500 | 398,535 | 505,035 | | Barbara W. Bodem | 88,500 | 398,535 | 487,035 | | Ian T. Clark | 44,250 | 406,980 | 451,230 | | Athena Countouriotis, M.D. | 95,125 | 398,535 | 493,660 | | Willard Dere, M.D. | 110,500 | 398,535 | 509,035 | | Mark J. Enyedy | 102,750 | 398,535 | 501,285 | | Elaine J. Heron, Ph.D.(3) | 44,250 | — | 44,250 | | Maykin Ho, Ph.D. | 104,250 | 398,535 | 502,785 | | Robert J. Hombach | 111,000 | 398,535 | 509,535 | | Richard A. Meier | 171,500 | 398,535 | 570,035 | | David E.I. Pyott, M.D. (Hon.)(3) | 55,250 | — | 55,250 | | Timothy P. Walbert | 94,250 | 398,535 | 492,785 |

  57. Performance-Based Equity Awards

    Performance-Based Equity Awards •Longer Relative Total Stockholder Return (TSR) Performance Period for CEO: To motivate stock price outperformance and further align CEO compensation with stockholder experience, we allocated a portion of the CEO’s relative TSR award to a relative TSR performance-based restricted stock unit award based on a five-year performance period. •New Financial Metric: We granted long-term equity awards based on cumulative three-year revenue compound annual growth rate (CAGR) to incentivize executives to generate consistent revenue growth. •New Innovation Awards: To promote innovation and revenue growth, we granted long-term equity awards based on incremental revenue attained from new products and programs and/or the acceleration of existing programs that is measured over a five-year performance period.

  58. Annual Cash Incentive Plan

    Annual Cash Incentive Plan •New Strategic Goals Metric: We introduced strategic goals to our annual cash incentive plan, which were designed to further align compensation with key strategic activities designed to enhance stockholder value.

  59. Amendment of the 2017 Equity Incentive Plan

    Amendment of the 2017 Equity Incentive Plan While our typical cadence is to request shares every two years, due to the Amicus and Inozyme acquisitions and the increased need to retain and motivate new and existing employees during the leadership transition, we are asking our stockholders to approve an amendment to our 2017 Equity Incentive Plan to increase the total number shares of common stock authorized for issuance by 7,650,000 shares. We hope to have your support as we believe the approval of this amendment is critical in ensuring our ability to continue to attract, motivate and retain key executives and employees critical to the success of our business and the creation of long-term stockholder value.

  60. Amendment of the 2017 Equity Incentive Plan

    | 2026 Proxy Statement | 59 |

  61. Amendment of the 2017 Equity Incentive Plan

    While we were pleased that our last say-on-pay proposal received support from over 93% of the votes cast and hope to have your support on this year’s say-on-pay and share request proposals, we do not take past stockholder support for granted and each year we take a critical view of our executive compensation program. We will continue to listen to your feedback and require strong performance from our executives to drive BioMarin’s success and create long-term stockholder value. Thank you for your continued support and investment in BioMarin.

  62. Amendment of the 2017 Equity Incentive Plan

    | | | | | | | Elizabeth McKee Anderson, (Chair) | Willard Dere, M.D. | Maykin Ho, Ph.D. | Robert J. Hombach | Timothy P. Walbert |

  63. Amendment of the 2017 Equity Incentive Plan

    | 60 | 2026 Proxy Statement |

  64. Amendment of the 2017 Equity Incentive Plan

    Compensation Discussion and Analysis The following Compensation Discussion and Analysis (this CD&A) provides information about our 2025 compensation program for our NEOs listed below. Each NEO’s compensation is set forth in the “Summary Compensation Table” and other compensation tables included in this Proxy Statement. Our NEOs for fiscal year 2025 are:

  65. Amendment of the 2017 Equity Incentive Plan

    | | Alexander Hardy President and Chief Executive Officer | | Gregory R. Friberg, M.D. Executive Vice President and Chief Research & Development Officer | | Cristin Hubbard Executive Vice President and Chief Commercial Officer | | | Brian R. Mueller Executive Vice President and Chief Financial Officer | | C. Greg Guyer, Ph.D. Executive Vice President and Chief Technical Officer | | |

  66. Amendment of the 2017 Equity Incentive Plan

    | CD&A Overview | 62 | | Structure of Executive Compensation Program | 67 | | Elements of 2025 Compensation | 68 | | Base Salary | 68 | | Annual Cash Incentive Plan | 69 | | Equity Compensation | 75 | | Other Benefits and Perquisites | 81 | | Nonqualified Deferred Compensation | 82 | | Retirement, Severance and Change in Control Arrangements | 82 | | Our Decision-Making Process | 83 | | Compensation Risk Assessment | 83 |

  67. Amendment of the 2017 Equity Incentive Plan

    | Compensation Committee | 83 | | Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information | 83 | | Compensation Consultant | 84 | | Peer Group Process | 85 | | Other Considerations and Policies | 86 | | Clawback Policies | 86 | | Accounting and Tax Considerations | 86 | | Director and Officer Stock Ownership Guidelines | 87 | | Anti-Hedging and Anti-Pledging Policy | 87 |

  68. Amendment of the 2017 Equity Incentive Plan

    | 2026 Proxy Statement | 61 |

  69. Amendment of the 2017 Equity Incentive Plan

    CD&A Overview The Compensation Committee designs our executive compensation program with the goal of achieving our primary goal of providing appropriate incentives to attract and retain the executive talent necessary to advance our business and increase stockholder value in the short- and long-term. The Compensation Committee also believes that our executive compensation program is appropriate in that it both encourages executive officers to work for meaningful stockholder return and reflects our pay-for-performance philosophy, without encouraging our executive officers to take excessive risks. Our compensation program has the following main objectives:

  70. Amendment of the 2017 Equity Incentive Plan

    | 1 | 2 | 3 | 4 | 5 | | Market Competitiveness and Retention | Alignment with Business Strategy and Goals | Balance Between Short- and Long-Term Perspectives | Pay For Performance | Stockholder Alignment |

  71. Amendment of the 2017 Equity Incentive Plan

    | 1 | | | | Market Competitiveness and Retention Provide total compensation levels and compensation elements that are competitive with companies with which we compete for talent and appropriate to NEO background and experience |

  72. Amendment of the 2017 Equity Incentive Plan

    The Compensation Committee focuses on providing NEOs and other executive officers with competitive compensation based on a variety of factors, including the experience of the NEO, competitive market data and individual and corporate performance. Each year, the Compensation Committee conducts a comprehensive analysis of the compensation program to ensure it provides competitive compensation necessary to attract and retain qualified executives. As part of this analysis, the Compensation Committee, together with its Compensation Consultant, reviews peer group and other market information for each executive officer. The peer group is reviewed to ensure that it represents companies competing with us to attract and retain talent.

  73. Amendment of the 2017 Equity Incentive Plan

    | 2 | | | | Alignment with Business Strategy and Goals Incentivize our executives to execute our corporate strategy and achieve short-term and long-term goals |

  74. Amendment of the 2017 Equity Incentive Plan

    Following the completion of the strategic portfolio assessment of research & development programs and the establishment of our corporate strategy in 2024, the Compensation Committee made several changes to the compensation program for 2025 to align executive compensation with our corporate strategy to delivery sustained long-term value to stockholders. These changes include:

  75. Performance-Based Restricted Stock Units (RSUs)

    Performance-Based Restricted Stock Units (RSUs) •Longer Relative Total Stockholder Return (TSR) Performance Period for CEO: To motivate stock price outperformance and further align CEO compensation with stockholder experience, we allocated a portion of the CEO’s relative TSR award to a relative TSR performance-based RSU award based on a five-year performance period. •New Financial Metric: We granted long-term equity awards based on cumulative three-year revenue compound annual growth rate (CAGR) to incentivize executives to generate consistent revenue growth. •New Innovation Awards: To promote innovation and revenue growth, we granted long-term equity awards based on incremental revenue attained from new products and programs and/or the acceleration of existing programs that is measured over a five-year performance period. •New Strategic Goals Metric: We introduced strategic goals to our annual cash incentive plan, which were designed to further align compensation with key strategic activities designed to enhance stockholder value.

  76. Performance-Based Restricted Stock Units (RSUs)

    | 62 | 2026 Proxy Statement |

  77. Performance-Based Restricted Stock Units (RSUs)

    | 3 | | | | Balance Between Short- and Long-Term Perspectives Balance short-and long-term perspectives by including a mix of compensation that includes: base salary, annual cash incentives based on achieving short-term corporate milestones, and opportunities to share in long-term company growth through equity compensation |

  78. Performance-Based Restricted Stock Units (RSUs)

    We provide our NEOs with competitive annual cash compensation in the form of salary and annual incentives but believe that a majority of our NEO compensation should be earned through long-term, equity-based incentives. As such, equity-based long-term incentive compensation constitutes a significant portion of our executive officers’ overall compensation. We use equity as the primary form for long-term incentive opportunities in order to motivate and reward executive officers to (i) achieve multiyear strategic goals and (ii) deliver sustained long-term value to stockholders. We believe our focus is appropriate because of the lengthy time required to develop pharmaceutical products, as well as the time required for pharmaceutical products to obtain regulatory approval on a worldwide basis and to reach peak sales. In 2025, the compensation of our CEO and the other NEOs consisted primarily of performance-based cash compensation and long-term incentives. In addition, although stock options are not counted as “performance-based” compensation for the charts below, we believe stock options further emphasize the pay-for-performance link and that the multi-year vesting schedule provides our NEOs an incentive to add value to the Company over the long term.

  79. CEO Total Compensation Mix in 2025(1)

    CEO Total Compensation Mix in 2025(1) As shown below, approximately 93% of our CEO’s 2025 direct compensation was variable and at-risk (annual cash incentive and equity awards) and approximately 70% of his total 2025 direct compensation was performance-based (annual cash incentive and performance-based RSUs). In addition, during 2025, 86% of the total direct compensation of our CEO was delivered through long-term incentives (stock option awards and performance-based and service-based RSUs).

  80. 2025 Goal Setting

    2025 Goal Setting Goals for our short-term annual cash incentive plan and long-term performance-based RSU awards were considered rigorous and challenging, attainable only with strong performance, and took into account the relevant opportunities and risks. For example, the financial goal target levels used for the 2025 annual cash incentive plan were higher than the 2024 results, demonstrating the Compensation Committee’s commitment to challenge management to excel and focusing senior leadership on increasing growth and profitability.

  81. 2025 Annual Cash Incentive Plan Achievement

    2025 Annual Cash Incentive Plan Achievement We delivered high achievement on our financial and development corporate goals in 2025 resulting in an above-target funding of 130% under our short-term annual cash incentive plan based on our pre-established criteria. In making this decision, the Compensation Committee also considered the following accomplishments: (i) impactful strategic transactions in 2025, including acquisition of Inozyme Pharma, Inc. (Inozyme) and entry into a definitive agreement to acquire Amicus Therapeutics, Inc. (Amicus); (and ii) secured favorable financing terms in connection with the pending Amicus acquisition. The Compensation Committee determined the payout under the 2025 annual cash incentive plan for each NEO at a level reflecting the individual’s performance and also considering his or her contribution to the achievement of the program goals.

  82. 2025 Annual Cash Incentive Plan Achievement

    | 2025 Short-Term Annual Cash Incentive Plan | | | | | | | | | Total Revenue(1) | | Non-GAAP Diluted EPS(2) | | Development Goals | | Strategic Goals | | | Target | Result | Target | Result | Target | Result | Target | Result | | $3,223M | $3,221M | $4.58 | $4.83 | 100% | 175% | 100% | 75% |

  83. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement The performance targets for relative TSR awards and Core Operating Margin awards based on the three-year performance period of 2023 through 2025 were not met and resulted in a payout below 100%, consistent with our pay-for-performance compensation philosophy.

  84. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | Three-Year Performance Period (2023 – 2025) Long-Term Performance-Based Equity Awards | | | | | | | Relative TSR | | Core Operating Margin(3) | | Strategic Goals | | | Target | Result | Target | Result | Target | Result | | 55th percentile | 35th percentile | 2023: 9.0% | 2023: 7.4% | 100% | 150% | | | | 2024: 20.5% | 2024: 15.4% | | | | | | 2025: 28.0% | 2025: 29.1% | | |

  85. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | Payouts as a percentage of Target based on performance compared to pre-established criteria: | | | | 69.4% | 53.3% | 150% |

  86. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | 64 | 2026 Proxy Statement |

  87. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    (1)2025 total revenue result is based on total revenue calculated in accordance with U.S. Generally Accepted Accounting Principles (GAAP). While the result was slightly below target, it represented a 99.9% achievement to target and the Compensation Committee determined the payout under this metric to be 100% given the small difference and the fact that the result represents strong revenue growth compared to the prior year. (2)See Appendix B for the definition of Non-GAAP Diluted Earnings per Share (EPS) and reconciliation to the most directly comparable GAAP financial measure. The 2025 Non-GAAP Diluted EPS result was further adjusted to: (a) the impact of the acquired in-process research and development (IPR&D) charges related to the acquisition of Inozyme; (b) the impact of the Company’s strategic decision to voluntarily withdraw ROCTAVIAN from the market; and (c) the impact of accrual relating to the 2025 annual cash incentive plan payout decision beyond 100%. See footnote (3) to “2025 Program Goals and Results” table set forth in this CD&A for additional information regarding such adjustments. (3)See Appendix B for the definition of Core Operating Margin and reconciliation to the most directly comparable GAAP financial measure. The Core Operating Margin results as presented above were further adjusted for: (a) the difference between foreign currency exchange rates in effect at the time the goal was set and at the end of the performance period; (b) adjustments for costs incurred in the acquisition of Inozyme, including impact of the acquired IPR&D charges; and (c) the impact of the Company’s strategic decision to voluntarily withdraw ROCTAVIAN from the market. See footnote (1) to “Core Operating Margin Performance-Based RSUs Earned for 2023 Through 2025 Performance Period” table set forth in this CD&A for additional information regarding such adjustments.

  88. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    | 5 | | | | Stockholder Alignment Closely align the interests of executive officers with those of our stockholders |

  89. Three-Year Performance Period (2023-2025) Long-Term Equity Award Achievement

    The Compensation Committee believes using equity for the long-term incentives creates strong alignment between the interests of executive officers and the interests of our stockholders because it gives executive officers and stockholders a common interest in stock price performance. Granting equity also fosters an ownership culture among executive officers by making them stockholders with a personal stake in the Company’s growth and success.

  90. Highlights of Compensation Policies and Practices

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

  91. Highlights of Compensation Policies and Practices

    The Compensation Committee considered each of our compensation objectives in determining the 2025 compensation of our NEOs, as discussed in greater detail below. We provide our NEOs with competitive annual cash compensation in the form of salary and annual incentives but believe that a majority of our NEO compensation should be earned through long-term, equity-based incentives. Our focus on long-term, equity-based incentives is appropriate because of the time required to develop pharmaceutical products, as well as the time required for pharmaceutical products to obtain regulatory approval on a worldwide basis and to reach peak sales. The Compensation Committee focuses on providing NEOs and other executive officers with competitive compensation based on a variety of factors, including the experience of the NEO, competitive market data and individual and corporate performance. Executive pay is not targeted to a specific market percentile across the board for all executives. The Compensation Committee and the Board believe that this approach can efficiently set NEO compensation to appropriately compensate each individual based on his or her skill and performance and/or expected future contribution to the Company’s business, and the performance of the Company as a whole. Each year, the Compensation Committee conducts a comprehensive analysis of the compensation program to ensure it provides competitive compensation necessary to attract and retain qualified executives, while focusing on the performance of individual executives and the performance of the Company as a whole. We generally review our compensation practices annually at several meetings of the Compensation Committee and the Board. To ensure independence and candid communication, the Compensation Committee regularly meets with the Compensation Consultant in executive sessions without management present. For more information regarding the Compensation Committee’s evaluation and design of BioMarin’s executive compensation program and the role of the Compensation Consultant in such activities, see the “Our Decision-Making Process” section of this CD&A. In 2025, the compensation of our CEO and the other NEOs consisted primarily of performance-based cash compensation and long-term incentives. As discussed below, the Compensation Committee awarded performance-based long-term equity grants based on both three-year and five-year performance periods in 2025 to further align the compensation of our NEOs with the long-term interests of our stockholders. In addition, although stock options are generally not deemed to be “performance-based” compensation, we believe stock options further emphasize the pay-for-performance link and that the multi-year vesting schedule provides our NEOs an incentive to add value to the Company over the long term.

  92. Highlights of Compensation Policies and Practices

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

  93. General Principles

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

  94. 2025 Salaries

    2025 Salaries In setting the salaries for 2025, each NEO was individually evaluated based on tenure, performance and other factors specific to the NEO, including benchmarking for comparable positions at peer companies. Specifically, in reviewing our 2024 performance and its impact on salary increases for 2025, the Compensation Committee considered the following, among other factors: the Company’s achievement of over 18% growth in total revenues in 2024 as compared to 2023 and the 56% growth in net revenues for VOXZOGO in 2024 as compared to 2023. In addition, with respect to Mr. Hardy, the Compensation Committee and the Board took into account Mr. Hardy’s leadership and performance, including his role in successfully managing the executive transitions in 2024.

  95. Annual Cash Incentive Plan

    Annual Cash Incentive Plan

  96. General Principles

    General Principles We maintain a company-wide annual cash incentive plan under which awards are generally based on corporate and individual performance. Our program has one annual cash incentive pool, which is not separated into corporate and individual performance pools. The bonus pool funding is formulaic and based upon achievement of corporate financial and development goals, but allocations of individual payments from the pool to the NEOs are determined by the Compensation Committee based upon individual performance. As an additional layer of oversight, the Audit Committee and the Science and Technology Committee also review the corporate financial and development goals and performance. The Compensation Committee’s assessment of achievement of the corporate goals determines the funding of the cash incentive pool. The annual cash incentive is paid in the first half of each year, based on the Company’s and each employee’s performance in the prior year. The annual cash incentive plan, including corporate goals and target payouts by level, is generally reviewed and approved by the full Board in December at the time the Board considers the budget for the following year. The goals are prepared in an interactive process in which the Compensation Committee works with the CEO and other members of management to develop corporate performance goals that are set at levels that the Compensation Committee believes to be challenging but achievable if we execute on our business plan. The corporate goals are designed to incentivize specific activities that the Board and Compensation Committee believe will enhance stockholder value. The Compensation Committee believes that achieving these short-term operational goals also support our longer-term goals of commercializing new products and profitability.

  97. Financial Goals

    Financial Goals The financial goals for the 2025 annual cash incentive plan were based on total revenue and Non-GAAP Diluted EPS goals. The total revenue goal payout was based on a scale that emphasizes the importance of revenue growth to the Company, recognizes the difficulty in exceeding the goal and is consistent with many of our peers’ short-term incentive programs. The payout under the Non-GAAP Diluted EPS goal is determined using a scale that emphasizes the importance of increasing profitability. The financial goal target levels used for the 2025 program were higher than the 2024 results, demonstrating the Compensation Committee’s commitment to challenge management to excel and focusing senior leadership on driving growth and increasing profitability. Specifically, (i) the total revenue goal was set at $3,223 million, which is approximately 13% higher than 2024 results of $2,854 million, and (ii) the Non-GAAP Diluted EPS goal was set at $4.58, which is approximately 30% higher than 2024 results of $3.52. See the “2025 Plan Goals and Results” table below for details on the payout scales for the financial goals, including threshold, target and maximum achievement levels.

  98. Development Goals

    Development Goals With respect to development goals (e.g., goals related to clinical and preclinical programs), the Board determines broad program expectations for our primary programs in the first quarter of the year and the annual cash incentive weighting for each program. The broad goals may include, for example, timing of initiation or completion of clinical trials, achieving specific enrollment goals, completing filings or other milestones with the U.S. Food and Drug Administration (FDA), European Medicines Agency (EMA) or similar regulatory agencies, achieving manufacturing targets, completing research programs and similar events as well as long-term value-creating activities. At the time the development goals are set, the Compensation Committee establishes the target levels for each of the goals to be challenging but achievable and maximum payouts are based on “stretch” goals that are difficult and require exceptional performance to achieve. In January, the Compensation Committee reviews the prior year development programs and determines an annual cash incentive payout attributable to that aspect of our business. In making the determination, the Compensation Committee assesses each program individually and its total impact on the Company. The factors the Compensation Committee considers in evaluating the achievement of each development goal include: •our effectiveness in advancing the development of a program and our portfolio as a whole; •our effectiveness in adapting to new data generated or other changes to the assumptions implementing the original development plan; and •the overall value created by the development efforts. The Compensation Committee determines a percentage payout attributable to our development efforts based on achievement of pre-determined goals. If the Compensation Committee determines that the development performance does not meet a minimum achievement level, no annual cash incentive associated with the development programs will be paid. Starting in 2024, the Compensation Committee added a 150% achievement level to the prior levels of 75%, 100% and 200% as a stretch goal that provides an intermediate goal level with a greater value driver than 100% but less than 200%. This stretch goal was added to incentivize and recognize achievement above target by the executive leadership team that significantly advances the Company’s development objectives. See the “2025 Plan Goals and Results” table below for details regarding the specific program goals that were established and achieved and what achievement level (75%, 100%, 150%, and 200%) such performance constituted.

  99. Strategic Goals

    Strategic Goals In 2025, the Compensation Committee introduced goals linked to specific strategic objectives to our annual cash incentive plan to further align compensation with key strategic activities designed to enhance stockholder value. Like the development goals, the Board determines broad strategic goals relevant to the Company’s business plan for the year during the first quarter of the year and the annual cash incentive weighting for each such goal. The broad goals may include, for example, achieving specific market penetration goals for a particular product in a given region, achieving manufacturing cost targets as well as other value-creating activities that go beyond financial or development goals. In January, the Compensation Committee reviews the achievement levels of each strategic goal during the prior year and determines an annual cash incentive payout attributable to each such goal. The Compensation Committee determines achievement of the strategic goals based upon pre-established criteria which were developed to measure our effectiveness in executing key strategic initiatives that align with the Company’s business plan for the year. If the Compensation Committee determines that the Company’s performance does not meet a minimum achievement level (e.g., in the case of 2025, achievement of at least 75% of the strategic goals), then no annual cash incentive associated with the strategic goals will be paid. For each strategic goal, the Compensation Committee also established a stretch goal, which must be met in order for the percentage payout to be beyond target. This stretch goal is designed to incentivize and recognize achievement above target by the executive leadership team that significantly advances the Company’s strategic objectives. See the “2025 Plan Goals and Results” table below for details regarding the specific strategic goals that were established and achieved. The table below describes our financial, development and strategic goals for the 2025 annual cash incentive plan and our actual performance against those goals. During our stockholder outreach, some investors requested we provide greater detail regarding the development goals for each clinical and preclinical program underlying the annual cash incentive plan. As a result of such feedback, we have provided significantly more detail regarding the development goals over the years and included significant detail regarding the newly established strategic goals. For this Proxy Statement, we included detail regarding assessment of the achievement of development and strategic goals by specifying each achievement level criteria, as applicable to the result. We believe providing further details could lead to competitive harm.

  100. Financial Goals

    | | Financial Goal Achievement Levels | | | | | Funding Pool Contribution(1) (%) | | Performance Metrics | Threshold (0%) | Target (100%) | Exceeds (200%) | Result | Weighting | | | Total Revenue(2) ($ million) | $2,579 | $3,223 | $3,707 | $3,221 | 20% | 20% | | Non-GAAP Diluted EPS(3) | $3.67 | $4.58 | $5.26 | $4.83 | 20% | 25% | | Sub-Total (Financial Goals) | | | | | 40% | 45% |

  101. Development Goals*

    | | Development Goal Achievement Levels | | | | | | Funding Pool Contribution(1) (%) | | Performance Metrics | 75% | 100% | 150% | 200% | Result | Weighting | | | Near-Term Value Drivers | | | | | | | | | VOXZOGO, BMN 333 and PALYNZIQ | See page 73 | | | | 200% | 20% | 40% | | Mid-Term Value Drivers | | | | | | | | | Advance to Proof of Concept(4) as approved by the Board | See page 73 | | | | See page 73 | 20% | 30% | | Sub-Total (Development Goals) | | | | | | 40% | 70% |

  102. Strategic Goals*

    | | Strategic Goal Achievement Levels | | | | | | Funding Pool Contribution(1) (%) | | Performance Metrics | 75% | 100% | 150% | 200% | Result | Weighting | | | See page 74 | 3 of 4 goals | 4 of 4 goals | 4 of 4 goals + 2 stretch goals | 4 of 4 goals + 3 stretch goals | 75% | 20% | 15% | | Sub-Total (Strategic Goals) | | | | | | 20% | 15% | | Total (Financial, Development and Strategic Goals) | | | | | | 100% | 130% |

  103. Strategic Goals: Drivers

    Based on the results tabulated above, the Compensation Committee determined to fund the 2025 annual cash incentive pool at 130% of target. In making this decision, the Compensation Committee also considered the following accomplishments: (i) impactful strategic transactions in 2025, including acquisition of Inozyme and entry into a definitive agreement to acquire Amicus; and (ii) secured favorable financing terms in connection with the pending Amicus acquisition. As set forth in the table below, the Compensation Committee determined the payout under the Annual Cash Incentive Plan for each NEO at a level reflecting the individual’s performance, considering his or her contribution to the achievement of the program goals. The 2025 cash incentive targets for each NEO expressed as a percentage of base salary is determined by the employee’s position and set forth in the table below. The specific cash incentive amount paid to each NEO for 2025 (which were paid in March 2026) is set forth below and in the “Summary Compensation Table” in this Proxy Statement.

  104. Strategic Goals: Drivers

    | Name and Principal Position | 2025 Cash Incentive Target (% of base salary) | 2025 Funding Level for NEO | 2025 Cash Incentive Amount ($) | | Alexander Hardy President, CEO | 110% | 130% | 1,644,500 | | Brian R. Mueller Executive Vice President, CFO | 60% | 130% | 565,500 | | Gregory R. Friberg, M.D. Executive Vice President, Chief Research & Development Officer | 60% | 100% | 424,200 | | C. Greg Guyer, Ph.D. Executive Vice President, Chief Technical Officer | 60% | 130% | 546,000 | | Cristin Hubbard Executive Vice President, Chief Commercial Officer | 60% | 140%(1) | 562,800 |

  105. Equity Compensation

    Equity Compensation

  106. Overview

    | | CEO Target Equity Grant Mix | Other NEOs’ Target Equity Grant Mix | | | | | | | Equity Grant Mix Thee mix of equity vehicles for our CEO’s 2025 annual grant was 66% performance-based RSUs, 21% service-based RSUs and 13% stock options(1), and for the other NEOs the 2025 annual grant was 50% performance-based RSUs, 25% service-based RSUs and 25% stock options(1). We provide a higher percentage of performance-based equity for our CEO and NEOs than many of our peers because we believe it further aligns executive pay to the performance of the Company and stockholder interests. Target values and descriptions of each type of equity award are below. Performance-based RSUs enhance the strong link between pay and performance for our NEOs and the alignment of their interests with those of BioMarin and its stockholders. Service-based RSUs are complementary to performance-based RSUs because they have direct connection to stockholder experience, while also reinforcing retention goals and an ownership culture and commitment to us. Stock options further emphasize the pay-for-performance link and the multi-year vesting schedule provides our NEOs an incentive to work to generate increased stockholder value to the Company over the long term. | |

  107. Overview

    | Name and Principal Position | Performance- Based RSUs(1) | Service- Based RSUs(1) | Stock Options(1) | Total Target Value of Equity Awards(1) | | Alexander Hardy President, CEO | $9,200,000 | $3,000,000 | $1,800,000 | $14,000,000 | | Brian R. Mueller Executive Vice President, CFO | 2,250,000 | 1,125,000 | 1,125,000 | 4,500,000 | | Gregory R. Friberg, M.D. Executive Vice President, Chief Research & Development Officer | 2,400,000 | 1,200,000 | 1,200,000 | 4,800,000 | | C. Greg Guyer, Ph.D. Executive Vice President, Chief Technical Officer | 1,800,000 | 900,000 | 900,000 | 3,600,000 | | Cristin Hubbard Executive Vice President, Chief Commercial Officer | 1,800,000 | 900,000 | 900,000 | 3,600,000 |

  108. Overview

    (1)Based on target equity award values before conversion to RSUs and options using a 30-day trailing average closing price of our common stock.

  109. Key Features of 2025 Equity Grant

    Key Features of 2025 Equity Grant

  110. Key Features of 2025 Equity Grant

    | Performance-based RSUs | •Relative TSR Awards: NEOs were granted awards based on relative TSR performance over a three-year period and a portion of the CEO’s relative TSR award was allocated to a relative TSR performance-based RSU award based on a five-year performance period. •Revenue CAGR Awards: New financial metric based on revenue CAGR achieved over a three-year performance to incentivize consistent revenue growth. •Development Goal Awards: Awards based on the number of development goals achieved, which include progress with certain development and product lifecycle management activities and number of regulatory approvals obtained over a three-year performance period. •Innovation Awards: New awards based on incremental revenue attained from new products and programs and/or the acceleration of existing programs that is measured over a five-year performance period. | | Service-based RSUs | •Our NEOs’ service-based RSUs vest over a four-year service period, encouraging long-term commitment. | | Stock options | •Our NEOs’ stock options vest 12/48ths on the 12-month anniversary of the date of grant, and 1/48th per month thereafter for the next three years, encouraging long-term commitment. •Exercise price is equal to 100% of the fair value of our common stock on the date of grant and the stock options have value only to the extent that the market price of our common stock increases after the grant date. •Stock options remain exercisable until expiration of the stock option (ten years after the date of grant) or earlier in some cases, such as after termination of service. |

  111. Performance-Based RSUs

    Performance-Based RSUs

  112. Mix of Performance-Based Awards(1)

    Mix of Performance-Based Awards(1) The performance-based RSUs granted in 2025 will be earned based on following metrics, each of which are intended to increase stockholder value over the long term. The breakout of performance-based RSUs granted in 2025 by type is shown below:

  113. CEO Target Performance-Based RSUs

    CEO Target Performance-Based RSUs

  114. Other NEOs’ Target Performance-Based RSUs

    Other NEOs’ Target Performance-Based RSUs

  115. Other NEOs’ Target Performance-Based RSUs

    | 76 | 2026 Proxy Statement |

  116. Other NEOs’ Target Performance-Based RSUs

    | Name and Principal Position | Relative TSR Awards(1) | Revenue CAGR Awards(1) | Development Goals Awards(1) | Innovation Awards(1) | Total Target Value(1) | | Alexander Hardy President, CEO | $5,600,000 | $1,080,000 | $1,080,000 | $1,440,000 | $9,200,000 | | Brian R. Mueller Executive Vice President, CFO | 1,125,000 | 337,500 | 337,500 | 450,000 | 2,250,000 | | Gregory R. Friberg, M.D. Executive Vice President, Chief Research & Development Officer | 1,200,000 | 360,000 | 360,000 | 480,000 | 2,400,000 | | C. Greg Guyer, Ph.D. Executive Vice President, Chief Technical Officer | 900,000 | 270,000 | 270,000 | 360,000 | 1,800,000 | | Cristin Hubbard Executive Vice President, Chief Commercial Officer | 900,000 | 270,000 | 270,000 | 360,000 | 1,800,000 |

  117. Other NEOs’ Target Performance-Based RSUs

    (1)Based on target equity award values before conversion to RSUs using a 30-day trailing average closing price of our common stock. Mr. Hardy’s relative TSR awards includes the awards with the five-year performance period valued at $2,000,000.

  118. General Principles

    | Metric | Rationale | Purpose | | | | | | Revenue Growth | Pipeline | Stockholder Return | | Relative TSR | •Aligns executive officer compensation with stockholder experience •Challenges executive officers to increase stockholder value and outperform peers over the long-term •Filters out macroeconomic and other factors •Three-year and five-year (CEO only) performance periods | | | | | Revenue CAGR | •Aligns with corporate strategy to augment growth •Underscores the importance of consistent, strong revenue growth •Three-year performance period | | | | | Development Goals | •Incentivize executives to focus on development of the Company’s programs and create value for stockholders over the long term •Three-year performance period | | | | | Innovation | •Aligns with strategic portfolio assessment of R&D programs and establishment of corporate strategy in 2024 •Focus executive team on creating long-term stockholder value through revenue generation from new products and programs and/or acceleration of existing programs •Represents renewed focus on organic and inorganic innovation and emphasis on building a strong pipeline of new products designed to meet the needs of more patients •Five-year performance period | | | |

  119. Relative TSR Awards

    Relative TSR Awards We have been granting relative TSR performance-based RSUs since 2019 in order to align executive compensation with stockholder experience. The multiplier for the three-year relative TSR performance-based RSUs granted in 2025 will be determined based on the Company’s performance during 2025 through 2027 measured as a percentile compared to the aggregate performance over the same period of companies that made up the Nasdaq Biotechnology Index as of January 1, 2025 (with no changes to the comparator group during the performance period other than removing and not replacing any delisted or suspended companies). In 2025, we also allocated a portion of the CEO’s relative TSR award to a relative TSR performance-based RSU award based on a five-year performance period. The multiplier for the five-year relative TSR performance-based RSUs granted to our CEO will be determined using the same methodology but based on the Company’s performance during 2025 through 2029. The multiplier used to determine the number of earned RSUs could be between 50% and 200%. The threshold, target and maximum achievement targets are shown in the table below. These achievement targets are generally more rigorous than typical market practice and demonstrates the Compensation Committee’s commitment to challenging management to increase stockholder value and outperform peers over the long term.

  120. Relative TSR Awards

    | | 2025 | | Threshold (50%) | 30th percentile | | Target (100%) | 55th percentile | | Exceeds (200%) | 80th percentile |

  121. Relative TSR Awards

    If BioMarin’s performance is above target (55th percentile) but the Company’s relative TSR is negative on an absolute basis over the three-year performance period, then the multiplier is capped at 100%. The earned relative TSR performance-based RSUs, if any, vest in full on the third anniversary (and for the five-year relative TSR performance-based RSUs, on the fifth anniversary) of the grant date, subject to the recipient’s continued service.

  122. Revenue CAGR Awards

    Revenue CAGR Awards We granted revenue CAGR performance-based RSUs in 2025 to further incentivize revenue growth. The 2025 awards are earned based on the level of revenue CAGR achieved over the three-year performance period of 2025 through 2027. The multiplier used to determine the number of earned RSUs could be between 50% and 200%, with a threshold revenue CAGR level required to earn any RSUs. The earned revenue CAGR performance-based RSUs, if any, vest in full on the third anniversary of the grant date, subject to the recipient’s continued service.

  123. Development Goals Awards

    Development Goals Awards As in prior years, we granted development goals performance-based RSUs in 2025 to further incentivize executives to focus on development of the Company’s programs and thereby create value for stockholders over the long term. The 2025 awards are earned based on the number of development goals achieved, which include progress with certain development and product lifecycle management activities and number of regulatory approvals obtained over the three-year performance period of 2025 through 2027. The multiplier used to determine the number of earned RSUs could be between 50% and 200%, with a threshold achievement level required for earning any RSUs. The earned development goals performance-based RSUs, if any, vest in full on the third anniversary of the grant date, subject to the recipient’s continued service.

  124. Innovation Awards

    The innovation awards are earned based on the level of incremental revenue attained from new products and programs and/or the acceleration of existing programs, measured over the five-year performance period from 2025 through 2029. The multiplier used to determine the number of earned RSUs could be between 50% and 200%, with a threshold incremental revenue level required to earn any RSUs. The earned innovation performance-based RSUs, if any, vest in full on the fifth anniversary of the grant date, subject to the recipient’s continued service.

  125. Performance-Based RSUs Earned for 2023 Through 2025 Performance Period

    Performance-Based RSUs Earned for 2023 Through 2025 Performance Period Among our NEOs, only Mr. Mueller and Dr. Guyer were granted performance-based RSUs for the period from 2023 through 2025 because Mr. Hardy, Dr. Friberg and Ms. Hubbard joined the Company after the grant date of these awards. As shown below, the performance targets for relative TSR awards and Core Operating Margin awards were not met and resulted in a payout below 100%, consistent with our pay-for-performance compensation philosophy.

  126. Performance-Based RSUs Earned for 2023 Through 2025 Performance Period

    | | Relative TSR Awards | | | Core Operating Margin Awards(1) | | | Strategic Goals Awards | | | | Name and Principal Position | Target (#) | Multiplier | Earned (#) | Target (#) | Multiplier | Earned (#) | Target (#) | Multiplier | Earned (#) | | Brian R. Mueller Executive Vice President, CFO | 9,630 | 69.4% | 6,683 | 4,820 | 53.3% | 2,569 | 4,820 | 150.0% | 7,230 | | C. Greg Guyer, Ph.D. Executive Vice President, Chief Technical Officer | 8,900 | 69.4% | 6,177 | 4,450 | 53.3% | 2,372 | 4,450 | 150.0% | 6,675 |

  127. Relative TSR Performance-Based RSUs Earned for 2023 Through 2025 Performance Period

    Relative TSR Performance-Based RSUs Earned for 2023 Through 2025 Performance Period In early 2026, we determined the number of earned RSUs under the relative TSR performance-based RSUs granted in 2023. The Company’s performance for the three-year performance period of 2023 through 2025 was at the 35th percentile, which was above the threshold achievement level at the 25th percentile and resulted in a multiplier of 69.4%. The earned 2023 relative TSR performance-based RSUs vested in full on the third anniversary of the grant date, March 15, 2026. For more information regarding the relative TSR performance-based RSUs granted in 2023, see the Company’s Proxy Statement for the 2024 Annual Meeting.

  128. Core Operating Margin(1) Performance-Based RSUs Earned for 2023 Through 2025 Performance Period

    Core Operating Margin(1) Performance-Based RSUs Earned for 2023 Through 2025 Performance Period In early 2026, we determined the number of earned RSUs under the Core Operating Margin performance-based RSUs granted in 2023. We awarded Core Operating Margin performance-based awards in 2023 as such financial metric was relevant in our transition to GAAP profitability. As described above, the financial metric has since evolved to align with our corporate strategy by focusing on revenue growth. The Company’s performance for each year in the three-year performance period of 2023 through 2025 based on the Core Operating Margin for each year as compared to the 2023 Core Operating Margin performance-based RSU award targets for each year is set forth below:

  129. Core Operating Margin(1) Performance-Based RSUs Earned for 2023 Through 2025 Performance Period

    | Year | Target | Result(1) | Multiplier | | 2023 | 9.0% | 7.4% | 60.0% | | 2024 | 20.5% | 15.4% | —% | | 2025 | 28.0% | 29.1% | 100.0% | | | | | 53.3% |

  130. Core Operating Margin(1) Performance-Based RSUs Earned for 2023 Through 2025 Performance Period

    (1)See Appendix B for the definition of Core Operating Margin and reconciliation to the most directly comparable GAAP financial measure. As shown in the reconciliation below, the Core Operating Margin results as presented above were further adjusted for: (a) the difference between foreign currency exchange rates in effect at the time the goal was set and at the end of the performance period; (b) adjustments for costs incurred in the acquisition of Inozyme, including impact of the acquired IPR&D charges; and (c) the impact of the Company’s strategic decision to voluntarily withdraw ROCTAVIAN from the market.

  131. Core Operating Margin(1) Performance-Based RSUs Earned for 2023 Through 2025 Performance Period

    | | 2023 | 2024 | 2025 | | Core Operating Margin Result (Unadjusted) | 6.5% | 16.6% | 12.7% | | Foreign Currency Exchange Rate Impact | 0.9% | (1.2)% | 0.6% | | Impact of Inozyme Acquisition | —% | —% | 8.3% | | Impact of Voluntarily Withdrawal of ROCTAVIAN from the Market | —% | —% | 7.5% | | Core Operating Margin Result (Adjusted) | 7.4% | 15.4% | 29.1% |

  132. Core Operating Margin(1) Performance-Based RSUs Earned for 2023 Through 2025 Performance Period

    Based on the results above, the multiplier for the 2023 Core Operating Margin performance-based RSUs was 53.3%. The earned 2023 Core Operating Margin performance-based RSUs vested in full on the third anniversary of the grant date, March 15, 2026. For more information regarding the Core Operating Margin performance-based RSUs granted in 2023, see the Company’s Proxy Statement for the 2024 Annual Meeting.

  133. Core Operating Margin(1) Performance-Based RSUs Earned for 2023 Through 2025 Performance Period

    | 2026 Proxy Statement | 79 |

  134. Strategic Goals Performance-Based RSUs Earned for 2023 Through 2025 Performance Period

    Strategic Goals Performance-Based RSUs Earned for 2023 Through 2025 Performance Period In early 2026, we determined the number of earned RSUs under the strategic goals performance-based RSUs granted in 2023. BioMarin’s performance over the three-year performance period of 2023 through 2025 based on the number of development programs that demonstrate proof of concept as determined by predetermined criteria and the number of opportunity expansion activities for VOXZOGO and/or ROCTAVIAN, respectively, is set forth below:

  135. Strategic Goals Performance-Based RSUs Earned for 2023 Through 2025 Performance Period

    | | Multiplier: | | | | | Goal: | 50% | 100% | 150% | 200% | | Positive Proof of Concept Studies (12.5% weighting) | 1 Positive Proof of Concept Study | 2 Positive Proof of Concept Studies | 3 Positive Proof of Concept Studies | 4 Positive Proof of Concept Studies(1) | | Pipeline Progression/Life Cycle Management (12.5% weighting) | Achieve 2 opportunity expansion activities for VOXZOGO and/or ROCTAVIAN | Achieve 3 opportunity expansion activities for VOXZOGO and/or ROCTAVIAN(2) | Achieve 4 opportunity expansion activities for VOXZOGO and/or ROCTAVIAN | Achieve 5 opportunity expansion activities for VOXZOGO and/or ROCTAVIAN |

  136. Strategic Goals Performance-Based RSUs Earned for 2023 Through 2025 Performance Period

    (1)VOXZOGO positive proof of concept studies relating to treatment of hypochondroplasia, idiopathic short stature, Noonan syndrome/Turner syndrome/SHOX deficiency, and positive proof of concept of BMN 401 (formerly, INZ-701) obtained through the acquisition of Inozyme were achieved by the fourth quarter of 2025. (2)VOXZOGO opportunity expansion activities were achieved by the fourth quarter of 2024. ROCTAVIAN opportunity expansion activity was achieved during the third quarter of 2025. Based on the results above, the multiplier for the 2023 Strategic Goals performance-based RSUs was 150%. The earned 2023 Strategic Goals performance-based RSUs vested in full on the third anniversary of the grant date, March 15, 2026. For more information regarding the Strategic Goals performance-based RSUs granted in 2023, see the Company’s Proxy Statement for the 2024 Annual Meeting.

  137. Service-Based RSUs

    Service-Based RSUs All service-based RSUs awarded in 2025 to our NEOs, including our CEO, are subject to a four-year service period. Service-based RSUs are complementary to performance-based RSUs because they have direct connection to stockholder experience, while also reinforcing retention and an ownership culture and commitment to us.

  138. Stock Options

    Stock Options Stock options granted to our NEOs in 2025 vest 12/48ths on the 12-month anniversary of the date of grant, and 1/48th per month thereafter for the next three years, which is the same vesting schedule for stock options awarded as part of the company-wide annual equity grants in recent years. Stock options have an exercise price equal to 100% of the fair value of our common stock (the closing price of our common stock on the Nasdaq Global Select Market) on the date of grant. They have value only to the extent that the market price of our common stock increases after the grant date. Stock options remain exercisable until expiration of the stock option (10 years after the date of grant) or earlier in some cases, such as after termination of service. We believe stock options further emphasize the pay-for-performance link and that the multi-year vesting schedule provides our NEOs an incentive to work to generate increased stockholder value to the Company over the long term.

  139. Compensation Committee Considerations

    In determining the allocation of stock options and RSUs (service-based and performance-based), the Compensation Committee considered a variety of factors, including the effect on the total number of shares to be issued under our equity plan, peer group practices and the comparative value of stock options and RSUs. Overall, the Compensation Committee sought to set equity compensation to be competitive in the market to retain the talent that the Company needs. The considerations in differentiating the value of grants among the NEOs were principally level of responsibility and experience. The Compensation Committee also considered historic grants, retention value, individual contribution and expected future contribution.

  140. Other Benefits and Perquisites

    Other Benefits and Perquisites We provide a comprehensive benefits package, including health insurance, dental insurance, life insurance, disability insurance, a 401(k) matching program, and an employee stock purchase plan, which is intended to meet the requirements of Section 423 of the Internal Revenue Code (the Code). These benefits are generally available to all employees, including our NEOs. The 401(k) matching program matches 100% of an employee’s contribution up to the lesser of 6% of his or her annual salary or the Internal Revenue Service compensation limit, with immediate vesting of all 401(k) matches. We provide our NEOs, along with other officers, a limited number of perquisites. The specific perquisite amounts for each NEO for 2023, 2024 and 2025 are set forth under “All Other Compensation” in the “Summary Compensation Table” in this Proxy Statement in accordance with SEC rules. An item is not a perquisite if it is integrally and directly related to the performance of the executive’s duties. An item is a perquisite if it confers a direct or indirect benefit that has a personal aspect, without regard to whether it may be provided for some business reason or for the convenience of the Company, unless it is generally available on a non-discriminatory basis to all employees. We provide perquisites, including the following, to our NEOs: •Sporting and Event Tickets. When sporting, cultural and other event tickets are provided to our NEOs for personal use, the value of the tickets is taxable. These tickets are not used for the entertainment of healthcare professionals. •Financial Planning and Tax Preparation Services. We reimburse our NEOs for personal financial planning and tax preparation, limited to $5,000 annually for our CEO and $3,500 annually for our other NEOs. The benefit is taxable to the executive. In lieu of reimbursement described above, NEOs may elect to obtain integrated financial counseling with a financial advisor, which is taxable to the executive. •Life Insurance. We provide Mr. Hardy with term life insurance coverage generally provided to all employees with a death benefit up to two times an employee’s salary. However, Mr. Hardy’s death benefit is subject to a $1,000,000 cap while all other employees are subject to a $600,000 cap. The incremental cost to the company for such higher cap is reported in the “All Other Compensation” column of the “Summary Compensation Table” in this Proxy Statement. •Health Assessments. We offer our executive officers, including our NEOs, annual comprehensive health assessments at a local medical facility. •Personal Security. The personal safety and security of our employees, including our NEOs, is of the utmost importance. Our security team regularly evaluates the level of security appropriate for our senior executives, taking into account their public profiles and the critical roles each plays in our organization. Based on such assessments by our security team and the recommendation of an independent, third-party security consulting firm, the Compensation Committee approved a security policy to provide our CEO with a car and driver to ensure his individual safety and security during work-related transportation (including during his commute). The Compensation Committee believes that providing such secure transportation not only promotes our CEO’s personal safety and security but also enhances his efficiency and helps maximize the time he can devote to company business. Although we view the security services provided to our CEO as a necessary and appropriate business expense, because they may be viewed as conveying a personal benefit to him, we have reported the aggregate incremental costs to the Company of these services under “All Other Compensation” column in the “Summary Compensation Table” in this Proxy Statement. These security services are valued at actual costs billed by outside vendors. The Compensation Committee believes the amounts paid by the Company for these services are reasonable, necessary and for our company’s benefit. We also offer our NEOs certain retirement, severance, and change in control benefits. See the “Retirement, Severance and Change in Control Arrangements” section below.

  141. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Our Nonqualified Deferred Compensation Plan allows members of management, other highly-compensated employees and members of the Board to make voluntary irrevocable deferrals of the compensation that would otherwise be paid by us to specified future dates, employment termination, hardship events, disability, retirement or death. Directors may elect to defer all or a portion of their fees and RSU awards otherwise payable to them. Non-Director participants are permitted to defer up to 100% of RSU awards and up to 50% of salary and annual cash incentive awards, in each case subject to limitations to allow us to make necessary withholding payments. Plan participants’ deferred compensation is 100% vested under the Nonqualified Deferred Compensation Plan. We may make additional direct contributions to the Nonqualified Deferred Compensation Plan for the benefit of the participants, but any such contributions must be approved by the Board. Our contributions, if any, will become 100% vested after three years of service with us (or such other time as we designate at the time of the contribution), or upon a change in control of the Company, or the individual’s death or disability. Participants have an unsecured contractual commitment by us to pay the amounts that become due under the Nonqualified Deferred Compensation Plan. Deferred compensation may be held in trust and is deemed invested based on participant direction as allowed by the Nonqualified Deferred Compensation Plan. Participants’ accounts are credited or debited with the increase or decrease in the realizable net asset value of the designated deemed investments in accordance with the ratio the portion of the account of each participant that is deemed to be invested within that investment option bears to the aggregate of all amounts deemed to be invested within that investment option. Any funds held in a trust will be our sole property, subject to any claims of general creditors in the event of bankruptcy, and plan participants will have no vested interest with respect to such trust fund.

  142. Retirement, Severance and Change in Control Arrangements

    Retirement, Severance and Change in Control Arrangements We have employment agreements with all of our executive officers (including all of our NEOs) that provide severance benefits if the executive is terminated without cause or in connection with a corporate transaction or change in control or if an executive terminates employment with us for a good reason specified in the employment agreement (e.g., a change in work location of more than a specified distance from the previous location). See the “Potential Payments Upon Termination or Change in Control” section of this Proxy Statement for a more detailed discussion of the terms of these arrangements and the amounts payable to our NEOs under them. We believe that these arrangements enhance retention in the face of the disruptive impact of a highly competitive industry and any possible change in control of the Company. In addition, the program is intended to align executive and stockholder interests by enabling executives to consider corporate transactions that are in the best interests of our stockholders and other constituents without undue concern over whether the transactions may jeopardize the executives’ own employment. No post-employment benefits are payable to our NEOs under their employment agreements if their termination is for cause, for a voluntary resignation (other than as set forth above), retirement or due to death (except for company-provided life insurance policies described under the “Other Benefits and Perquisites” section of this CD&A and the acceleration of vesting upon death described below). To be consistent with peer company practices and serve as a valuable benefit for employee recruitment and retention, we have a policy for the acceleration of equity awards upon the death of an employee (including our NEOs). Upon the death of an employee, all the employee’s unvested equity awards with service-based vesting vest in full and all unvested equity awards with performance-based vesting vest in full as if the target level of performance had been achieved, and options remain exercisable for one year after death. As of December 31, 2025, each of our NEOs was eligible for this benefit. To reward long-standing service to the Company, our Retirement Benefit for Directors and Senior Officers provides that directors and officers with a title of “Vice President” or above who have a combined age and total term of employment (or service as director) of at least 65 years at the time of terminating service to the Company for any reason other than cause are permitted to exercise all their stock options that were both vested and outstanding as of the date of termination of service through the 10-year contractual term of their stock options, as if their service were continuing. As of December 31, 2025, Mr. Mueller and Dr. Guyer were the only NEOs eligible for this benefit. We also have a retirement benefit policy applicable to certain of the Company’s senior executives at the Senior Vice President level or above, including the NEOs, but excluding the CEO. The retirement benefit provides that, upon a senior executive’s attainment of age 64 and completion of at least five years of service with the Company, (i) the executive’s then-unvested RSUs and (ii) RSU grants and non-qualified stock option award grants made after adoption of the retirement benefit (except award grants made pursuant to award agreements that specifically exclude the retirement benefit), whether service-based or performance-based, will continue to vest according to their terms, whether or not the executive’s service is continuing; provided, however, that the executive’s service is not terminated for cause. As of December 31, 2025, Dr. Guyer was the only NEO eligible for this benefit. This retirement benefit policy was amended in December 2022 to provide that the benefit described above applies upon a termination for any reason except for cause if the senior executive attained (i) age 64 and completed at least five years of continuous service with the Company or (ii) age 55 and completed at least seven years of continuous service with the Company; provided, however, that the executive provides the Company at least 12 months’ but not more than 18 months’ prior notice before their continuous service terminates, if the termination is by the executive’s voluntary decision. The amended retirement benefit policy only applies to awards granted in December 2022 and afterwards, whereas the old policy would apply for awards made prior to December 2022. As of December 31, 2025, Dr. Guyer was the only NEO eligible for this benefit under the amended retirement benefit policy.

  143. Retirement, Severance and Change in Control Arrangements

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  144. Retirement, Severance and Change in Control Arrangements

    Our Decision-Making Process The Compensation Committee supervises the implementation of our compensation program to ensure it is consistent with our compensation philosophy. The Compensation Committee Charter requires that the Compensation Committee meet when deemed necessary or desirable by the Compensation Committee or its Chair, generally at least four times per year. The agenda for each meeting is usually developed by the Chair of the Compensation Committee, in consultation with our CEO, the Chief People Officer, Chief Legal Officer and Secretary, and the Compensation Consultant. The Compensation Committee meets regularly in executive session. However, Mr. Hardy, our CEO, Mr. Davis, our Executive Vice President, Chief Legal Officer and Secretary, and Ms. Amy Wireman, our Chief People Officer, in addition to the Compensation Consultant, regularly attend portions of the Compensation Committee meetings to provide analysis and information to assist the Compensation Committee with its recommendations on various human resources and compensation matters. The members of management generally do not participate in the executive sessions of the Compensation Committee unless invited by the Compensation Committee to provide specific information during closed session. No individual member of management is present for votes related to such individual’s compensation.

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

    Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information The Compensation Committee generally approves and grants annual equity awards at approximately the same time every year as part of the company-wide performance review and compensation cycle. Typically, each year the Compensation Committee approves the dollar value of equity awards at a meeting held in late February or early March, shortly after the filing of our annual report on Form 10-K, for grant on or about March 15 of such year. Outside of the annual grant cycle, we may make equity awards in connection with new hire packages or retention grants. In the case of new hire awards, the grant date is typically the start date for our senior executives and on or about the 15th day of the month for non-executive employees. Also, non-employee directors receive automatic grants of initial equity awards at the time of a director’s initial appointment or election to the board and at the time of each year’s Annual Meeting of Stockholders, respectively, pursuant to our current director compensation policy. While there is no specific cadence with respect to retention grants given their ad hoc nature, such awards are not made in anticipation of the release of material nonpublic information. We have not timed the release of material nonpublic information for the purpose of affecting the value of executive compensation. We do not otherwise maintain any written policies on the timing of awards of stock options, stock appreciation rights, or similar instruments with option-like features.

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

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

    All awards are granted under a stockholder-approved plan and stock options are granted at an exercise price at the closing market price of our common stock on the grant date. Equity awards, including options, are not granted in anticipation of the release of material non-public information, and the release of material nonpublic information is not timed on the basis of option or equity grant dates. During 2025, we did not grant stock options to our NEOs during the period from four business days before to one business day after the filing of our periodic reports on Forms 10-K and 10-Q or current reports on Form 8-K that contained material nonpublic information with the SEC. Therefore, no tabular disclosure is required under Item 402(x)(2) of Regulation S-K.

  148. Compensation Consultant

    Compensation Consultant The Compensation Committee is authorized to select and retain independent advisors and counsel to assist in carrying out its duties and responsibilities. The Company provides appropriate funding to the Compensation Committee to do so. The Compensation Consultant reports directly to the Compensation Committee, which retains sole authority to direct the work and employ the Compensation Consultant. Since May 2021, Aon’s Human Capital Solutions practice, a division of Aon plc (Aon) has served as the Compensation Consultant to the Compensation Committee. The Compensation Consultant conducts analyses and provides advice on, among other things, the appropriate peer group, executive compensation for our CEO and other executive officers, equity compensation, and compensation trends in the biotechnology industry. As part of its analysis, the Compensation Consultant collects and analyzes compensation information from a comparative group of biotechnology companies or “peer group” approved by the Compensation Committee. The Compensation Committee evaluates the criteria used in establishing the peer group at least annually, to ensure that it appropriately represents the companies competing with us to attract and retain talent and represents a sufficiently broad group to provide meaningful data trends across multiple years. The Compensation Committee seeks input from management in addition to the Compensation Consultant to ensure the peer group is consistent with our current business model. The peer group used for 2025 is discussed below. The Compensation Committee regularly reviews and monitors the services provided by the Compensation Consultant and believes that the engagement is consistent with Nasdaq listing standards and does not raise any conflicts of interest. In March 2026, Aon affirmed to the Compensation Committee that the total fees paid to it by BioMarin do not represent a significant concentration of its revenue for its most recent fiscal year, that it had policies in place to mitigate conflicts of interest, that it was not aware of any business or personal relationships between the members of its consulting team serving BioMarin and any member of the Compensation Committee, that it was not aware of any member of its consulting team serving BioMarin owning any stock of BioMarin, and that it is not aware of any business or personal relationships between Aon or the Company’s executive officers. The Compensation Committee has reviewed the level of services provided to BioMarin by Aon and does not believe the services give rise to a conflict of interest or compromise Aon’s independence in advising the Compensation Committee.

  149. Compensation Consultant

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  150. Peer Group Process

    Peer Group Process The Compensation Committee, with the support of the Compensation Consultant and management, reviews trends in biotechnology company compensation practices and reviews and approves the list of peer companies used in the later stages of the process. The Compensation Committee evaluates the criteria used in establishing the peer group to ensure that it appropriately represents the companies competing with us to attract and retain the best employees, who are necessary to drive long-term stockholder value. The selection of peer group companies is based on various factors including size, development stage and product focus. The Compensation Committee sets the ranges for the criteria to ensure that it will capture a broad set of companies. The Compensation Committee believes that this provides the best long- term trend data and minimizes year-to-year changes caused by excessive numbers of companies being added or removed due to acquisitions or product successes or failures or other major corporate events.

  151. Peer Group Process

    | Criteria for Peer Group Inclusion | Considerations for Exclusion from Peer Group | | The peer group companies used to set executive compensation for 2025 (the 2025 Peer Group) included commercial biotechnology and specialty pharmaceutical companies with the following features a the time when the Compensation Committee made the decision to include them: •business models with a therapeutic focus and development stage product candidates •revenue generally between $1 billion and $5 billion •market cap generally between $5 billion and $45 billion •located predominantly in major biotechnology centers | The Compensation Committee deliberately did not include in the 2025 Peer Group any companies outside the biotechnology and specialty pharmaceutical industries, such as contract research organizations and scientific instrument and materials manufacturing and testing companies. Those companies were excluded for the following reasons: •their business models are very different from biotechnology companies like BioMarin •they lack the growth and risk profiles of companies in the biotechnology and specialty pharmaceutical industries •they do not share common financial and operational characteristics of biopharmaceutical companies | | 2025 Peer Group | | | Alnylam Pharmaceuticals, Inc. BeOne Medicines Ltd. (f/k/a BeiGene, Ltd.) Biogen Inc. Exelixis, Inc. Gilead Sciences, Inc. Incyte Corporation Ionis Pharmaceuticals Inc. | Jazz Pharmaceuticals plc Neurocrine Biosciences, Inc. Regeneron Pharmaceuticals, Inc. Sarepta Therapeutics, Inc. Ultragenyx Pharmaceuticals Inc. United Therapeutics Corporation Vertex Pharmaceuticals Incorporated |

  152. Peer Group Process

    The 2025 Peer Group reflects a slight change from the 2024 peer group by (i) removing Horizon Therapeutics plc and Seagen Inc., both of which were acquired and no longer public, and (ii) adding Gilead Sciences, Inc., Sarepta Therapeutics, Inc. and Ultragenyx Pharmaceuticals, Inc. based on the review process and criteria discussed above. After the list of peer companies is approved, management presents recommendations to the Compensation Committee regarding proposed adjustments to compensation elements and a variety of supporting data, including compensation information from the peer group and the Radford Global Life Sciences Compensation survey and additional survey sources from the Compensation Consultant. This is presented individually for each executive officer, including the NEOs. Management and the Compensation Consultant each include significant supporting data with the presentation. These recommendations are discussed with and without management present and are discussed with the Compensation Consultant. The Compensation Committee then determines what, if any, adjustments to the compensation elements are appropriate for employees other than the CEO. The Compensation Committee also reviews market information provided by the Compensation Consultant, considers the CEO’s performance and experience and makes recommendations for adjustments to the CEO’s compensation. These discussions are conducted in executive sessions without involvement by management. The Compensation Committee then presents the recommendations for the CEO to the Board for consideration and approval. The Board must approve each of the CEO’s individual compensation elements.

  153. Peer Group Process

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  154. Peer Group Process

    Other Considerations and Policies

  155. Accounting and Tax Considerations

    Accounting and Tax Considerations Nonqualified Deferred Compensation — Code Section 409A regulates nonqualified deferred compensation arrangements, including the time and form of payment. A discussion of our nonqualified deferred compensation arrangements is provided under the “Nonqualified Deferred Compensation” section of this CD&A. Accounting for Stock-Based Compensation — Stock-based compensation is accounted for in accordance with FASB ASC Topic 718, Compensation – Stock Compensation, which requires us to estimate and record an expense for each equity award over the vesting period of the award. For valuation methodology and assumptions used in determining these values, see Notes 1 and 13, respectively, to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 26, 2026. Generally, the Compensation Committee does not make compensation decisions based on the tax or accounting treatment of any particular form of compensation; however, it has considered and approved and may in the future consider the grant of alternative equity incentives to our NEOs in lieu of certain forms of equity grants in light of the accounting impact of FASB ASC Topic 718 with respect to equity grants and other considerations. Section 162(m) — Section 162(m) of the Code (Section 162(m)) generally provides that publicly held companies may not deduct compensation paid to certain of their top executive officers to the extent that such compensation exceeds $1 million per officer in any year. While the Compensation Committee considers the deductibility of awards as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the compensation is not deductible by us for tax purposes.

  156. Robert J. Hombach Timothy P. Walbert

    | Name and Principal Position | Year | Salary(1) | Bonus | Stock Awards(2) | Option Awards(3) | Non-Equity Incentive Plan Compensation(4) | All Other Compensation(5) | Total | | Alexander Hardy President and CEO | 2025 | $1,130,769 | $— | $16,833,629 | $1,909,310 | $1,644,500 | $409,355 | $21,927,563 | | | 2024 | 1,050,000 | — | 10,490,968 | 1,661,566 | 1,501,500 | 149,571 | 14,853,605 | | | 2023 | 64,615 | 900,000 | 10,662,587 | 6,207,816 | — | 40,218 | 17,875,236 | | Brian R. Mueller Executive Vice President, CFO | 2025 | $721,154 | — | $4,329,063 | $1,193,203 | $565,500 | $22,892 | $6,831,812 | | | 2024 | 699,231 | — | 3,199,820 | 963,369 | 613,350 | 22,798 | 5,498,568 | | | 2023 | 666,346 | — | 2,947,369 | 832,004 | 384,750 | 23,723 | 4,854,192 | | Gregory R. Friberg, M.D. Executive Vice President, Chief Research & Development Officer | 2025 | $705,654 | $— | $4,618,557 | $1,272,976 | $424,200 | $153,196 | $7,174,583 | | | 2024 | 161,538 | 250,000 | 5,092,722 | 1,491,512 | 123,068 | 102,719 | 7,221,559 | | | (6) | — | — | — | — | — | — | — | | C. Greg Guyer, Ph.D. Executive Vice President, Chief Technical Officer | 2025 | $697,115 | $— | $3,464,162 | $954,810 | $546,000 | $29,593 | $5,691,680 | | | 2024 | 682,115 | — | 2,961,238 | 891,324 | 493,200 | 29,156 | 5,057,033 | | | 2023 | 662,308 | — | 3,817,386 | 769,518 | 422,100 | 29,807 | 5,701,119 | | Cristin Hubbard Executive Vice President, Chief Commercial Officer | 2025 | $662,308 | $— | $3,464,162 | $954,810 | $562,800 | $69,615 | $5,713,695 | | | 2024 | 382,846 | 600,000 | 4,030,774 | 1,130,294 | 491,400 | 292,947 | 6,928,261 | | | (6) | — | — | — | — | — | — | — |

  157. Robert J. Hombach Timothy P. Walbert

    | Executive Benefits and Payments Upon Termination or Change in Control(1) | Involuntary Termination Without Cause | Change in Control-Continued Employment | Change in Control-Terminated | | Alexander Hardy: | | | | | Cash Severance | $3,622,500 | $— | $4,830,000 | | Cash Incentive | 1,265,000 | — | 1,265,000 | | Stock award vesting acceleration | 2,454,340(2) | —(3) | 19,835,238(4) | | Benefits and Perquisites: | | | | | COBRA Premiums | 89,728 | — | 119,637 | | Outplacement Services | 125,000(5) | — | 125,000(5) | | Total | $7,556,568 | $— | $26,174,875 | | Brian R. Mueller: | | | | | Cash Severance | 1,740,000 | — | $2,320,000 | | Cash Incentive | 435,000 | — | 435,000 | | Stock award vesting acceleration | 1,868,895(6) | 6,425,274(7) | 6,425,274(7) | | Benefits and Perquisites: | | | | | COBRA Premiums | 89,728 | — | 119,637 | | Outplacement Services | 25,000(5) | — | 25,000(5) | | Total | $4,158,623 | $6,425,274 | $9,324,912 | | Gregory R. Friberg, M.D.: | | | | | Cash Severance | $1,696,800 | — | $2,262,400 | | Cash Incentive | 424,200 | — | 424,200 | | Stock award vesting acceleration | 812,408(8) | 6,862,263(9) | 6,862,263(9) | | Benefits and Perquisites: | | | | | COBRA Premiums | 89,728 | — | 119,637 | | Outplacement Services | 25,000(5) | — | 25,000(5) | | Total | $3,048,136 | $6,862,263 | $9,693,600 | | C. Greg Guyer, Ph.D.: | | | | | Cash Severance | $1,680,000 | — | $2,240,000 | | Cash Incentive | 420,000 | — | 420,000 | | Stock award vesting acceleration | 1,708,613(10) | 5,584,815(11) | 5,584,815(11) | | Benefits and Perquisites: | | | | | COBRA Premiums | 63,334 | — | 84,445 | | Outplacement Services | 25,000(5) | — | 25,000(5) | | Total | $3,896,946 | $5,584,815 | $8,354,260 |

  158. Robert J. Hombach Timothy P. Walbert

    | Executive Benefits and Payments Upon Termination or Change in Control(1) | Involuntary Termination Without Cause | Change in Control-Continued Employment | Change in Control-Terminated | | Cristin Hubbard: | | | | | Cash Severance | $1,608,000 | $— | $2,144,000 | | Cash Incentive | 402,000 | — | 402,000 | | Stock award vesting acceleration | 555,671(12) | 4,914,148(13) | 4,914,148(13) | | Benefits and Perquisites: | | | | | COBRA Premiums | 29,624 | — | 39,498 | | Outplacement Services | 25,000(5) | — | 25,000(5) | | Total | $2,620,294 | $4,914,148 | $7,524,646 |

  159. Methodology for Determining our Median Employee

    | Year | Summary Compensation Table Total for PEO 1(1) ($) | Summary Compensation Table Total for PEO 2(1) ($) | Compensation Actually Paid to PEO 1(1)(2)(3) ($) | Compensation Actually Paid to PEO 2(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on:(4) | | GAAP Net Income (Loss) ($ Millions) | Total Revenues ($ Millions)(5) | | | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2025 | — | 21,927,563 | — | 12,209,116 | 6,352,943 | 3,731,035 | 67.77 | 124.75 | 348.9 | 3,221 | | 2024 | — | 14,853,605 | — | 2,421,839 | 6,566,982 | 1,711,776 | 74.96 | 93.49 | 426.9 | 2,854 | | 2023 | 21,976,020 | 17,875,236 | 15,757,509 | 18,518,864 | 6,321,622 | 5,564,948 | 109.96 | 94.03 | 167.6 | 2,419 | | 2022 | 18,351,880 | — | 34,379,532 | — | 6,114,555 | 10,821,939 | 118.02 | 89.90 | 141.6 | 2,096 | | 2021 | 18,262,538 | — | 18,390,254 | — | 5,510,297 | 5,670,256 | 100.75 | 100.02 | (64.1) | 1,846 |

  160. Description of Relationship Between Compensation Actually Paid, Company TSR, and Peer Group TSR

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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