UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| ☑ | Filed by the Registrant | ☐ | Filed by a |
| CHECK THE APPROPRIATE BOX: | ||
| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, | |
| ☑ | Definitive Proxy Statement | |
| ☐ | Definitive Additional Materials | |
| ☐ | Soliciting Material | |
BioMarin Pharmaceutical Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Thanother than the Registrant)
| PAYMENT OF FILING FEE (CHECK | |||
| ☑ | No fee | ||
| ☐ | Fee paid previously with preliminary | ||
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Annual Meeting:
May 24, 2022 9:00 a.m. Pacific Time
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Dear Stockholder of BioMarin:Pioneers in Rare Disease
You are cordially invited to attend the Annual Meeting of Stockholders (the Annual Meeting) of BioMarin Pharmaceutical Inc., a Delaware corporation (we, us, BioMarin or the Company). The Annual Meeting will be held on Wednesday, May 27, 2020 at 9:00 a.m. (Pacific Time), via a live audio webcast* atwww.virtualshareholdermeeting.com/BMRN2020for the following purposes:
ITEMS OF BUSINESS
These items of business are more fully described in the Proxy Statement. Instructions on how to participate in the Annual Meeting and demonstrate proof of stock ownership will be posted atwww.virtualshareholdermeeting.com/BMRN2020two weeks prior to the date of the Annual Meeting. The webcast of the Annual Meeting will be archived for one year after the date of the Annual Meeting atwww.virtualshareholdermeeting.com/BMRN2020.
RECORD DATEMonday, March 30, 2020
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Only stockholders of record at the close of business on the Record Date may vote at the Annual Meeting or any adjournment thereof. A complete list of such stockholders will be available for examination by any stockholder for any purpose germane to the Annual Meeting athttps://investors.biomarin.comfor a period of 10 days before the Annual Meeting.
By Order of the Board of Directors
G. Eric DavisExecutive Vice President, General Counsel and SecretarySan Rafael, CaliforniaApril 14, 2020
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This overview highlights certain information contained elsewhere in this Proxy Statement and does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting. For more complete information regarding our business and 2019 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the Securities and Exchange Commission (the SEC) on February 27, 2020.
Meeting and Voting Information
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We intend to mail a Notice Regarding the Availability of Proxy Materials on or about April 14, 2020 to all stockholders of record entitled to vote at the Annual Meeting. We expect that this Proxy Statement and the other proxy materials will be available to stockholders on or about April 14, 2020.
Business Overview
BioMarin is a global biotechnology company that develops and commercializes innovative therapies for people with serious and life-threatening rare diseases and medical conditions. We select product candidates for diseases and conditions that represent a significant unmet medical need, have well-understood biology and provide an opportunity to be first-to-market or offer a significant benefit over existing products.
Our culture revolves around the ethos that no disease should go untreated, and our people are driven to discover, develop, and commercialize medicines that give patients, their families, and their caregivers hope where there may be little or none. We drive our research and development engine to discover pioneering breakthrough treatments that align with our strengths and competencies, and we pursue exciting science that has the potential to change the course of disease.
We believe our employees feel connected to their work at BioMarin because they believe in our purpose: the patient. The passion and dedication that our employees bring to work each day is a testament to the inspiration our patients provide and the knowledge of the impact we can make in their lives.
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
Dear Stockholder of BioMarin:
You are cordially invited to attend the Annual Meeting of Stockholders (the Annual Meeting) of BioMarin Pharmaceutical Inc., a Delaware corporation (we, us, BioMarin or the Company). The Annual Meeting will be held on Tuesday, May 24, 2022 at 9:00 a.m. (Pacific Time), via a live audio webcast at www.virtualshareholdermeeting.com/BMRN2022 for the following purposes:
ITEMS OF BUSINESS
| 1 | To elect the 11 nominees for director named in the proxy statement accompanying this Notice of Annual Meeting of Stockholders (the Proxy Statement) to serve until the next Annual Meeting and until their successors are duly elected and qualified; |
| 2 | To ratify the selection of KPMG LLP (KPMG) as the independent registered public accounting firm for BioMarin for the fiscal year ending December 31, 2022; |
| 3 | To approve, on an advisory basis, the compensation of the Company’s Named Executive Officers (NEOs) as disclosed in the Proxy Statement; and |
| 4 | To conduct any other business properly brought before the Annual Meeting. |
These items of business are more fully described in the Proxy Statement. Instructions on how to demonstrate proof of stock ownership and participate in the Annual Meeting will be posted at www. virtualshareholdermeeting.com/BMRN2022 two weeks prior to the date of the Annual Meeting. The webcast of the Annual Meeting will be archived for one year after the date of the Annual Meeting at www.virtualshareholdermeeting.com/BMRN2022.
Record Date: Monday, March 28, 2022
Only stockholders of record at the close of business on the Record Date may vote at the Annual Meeting or any adjournment thereof. A complete list of such stockholders will be available for examination by any stockholder for any purpose germane to the Annual Meeting at https://investors.biomarin.com for a period of 10 days before the Annual Meeting.
By Order of the Board of Directors
G. Eric Davis
Executive Vice President, General Counsel and Secretary
San Rafael, California
April 12, 2022
 | Date May 24, 2022 |
 | Time 9:00 a.m. (Pacific Time) |
 | Location Live audio webcast at www.virtualshareholdermeeting. com/BMRN2022 |
VOTING
Whether or not you expect to attend the Annual Meeting, please vote in advance of the meeting using one of the following methods.
 | Telephone Call toll-free 1-866-690-6903. |
 | Internet Vote online at www.proxyvote.com. |
 | Mail Follow the instructions in your proxy materials. |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 24, 2022 at 9:00 a.m. via a live audio webcast at www. virtualshareholdermeeting.com/ BMRN2022. The Proxy Statement, annual report and letter to stockholders are available at: www.proxyvote.com. If you have any questions or need assistance in voting your shares, please call the following firm, which is assisting the Company in the solicitation of proxies: Innisfree M&A Incorporated |
| 2022 Proxy Statement | www.biomarin.com | 1 |
Proposal 1: Election of Directors| 2 |  |
This overview highlights certain information contained elsewhere in this Proxy Statement and does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting. For more complete information regarding our business and 2021 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the Securities and Exchange Commission (the SEC) on February 25, 2022.
Meeting and Voting Information
 | Date May 24, 2022 |  | Time 9:00 a.m. (Pacific Time) |  | Location Live audio webcast at www.virtualshareholdermeeting.com/BMRN2022 |
You are cordially invited to attend the meeting virtually via the internet. Whether or not you expect to attend the meeting, please vote as soon as possible. Please see “Questions and Answers about These Proxy Materials and Voting—How Do I Vote?” beginning on page 80 below.
We intend to mail a Notice Regarding the Availability of Proxy Materials on or about April 12, 2022 to all stockholders of record entitled to vote at the Annual Meeting. We expect that this Proxy Statement and the other proxy materials will be available to stockholders on or about April 12, 2022.
Business Overview
BioMarin’s therapy portfolio consists of sixseven commercial products and multiple clinical and pre-clinical product candidates. Our commercial products are:
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Tablecandidates for the treatment of Contents
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various diseases. We continue to invest in our clinical and pre-clinical product pipeline by committing significant resources to research and development programs and business development opportunities within our areas of scientific, manufacturing and technical expertise. We are conducting clinical trials on several product candidates for the treatment of various diseases.
Our major product candidates in development include:commercial products are:
| Brineura (cerliponase alfa) for | Kuvan (sapropterin dihydrochloride) for phenylketonuria (PKU) | |||
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| Naglazyme (galsulfase) for Mucopolysaccharidosis VI | Palynziq (pegvaliase-pqpz) for PKU | Vimizim (elosulfase alpha) for Mucopolysaccharidosis IV Type A | ||
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| Voxzogo (vosoritide) for | ||||
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| 2022 Proxy Statement | www.biomarin.com | 3 |
We are conducting or planning to conduct preclinical developmentTable of severalContents
PROXY OVERVIEW
Among other product candidates for genetic and other metabolic diseases.diseases, our active development programs include:
| Valoctocogene roxaparvovec: | BMN 331: | BMN 255: | ||
| a gene therapy product candidate for the treatment of severe hemophilia A | a gene therapy product candidate for the treatment of hereditary angioedema | a small-molecule therapy product candidate for the treatment of primary hyperoxaluria type 1, a subset of chronic renal disease |
2021 Business Highlights
In 2021, we achieved $1.85 billion in total revenues, while we concurrently made important advancements in our late-stage clinical programs and earlier product development pipeline.
Our key accomplishments since the beginning of 2021 include the following:
VOXZOGO APPROVALS
| REVENUES EXCLUDING KUVAN
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Voxzogo was approved for marketing in the European Union and Brazil for patients ages two and older with open growth plates, and the U.S. Food and Drug Administration (FDA) granted accelerated approval for the use of Voxzogo in the U.S for patients ages five and older with open growth plates. The FDA issued us a Rare Pediatric Disease Priority Review Voucher in connection with Voxzogo’s accelerated approval, which we sold in early 2022 for a lump sum payment of $110 million. | In 2021 we achieved 11% growth in revenues excluding Kuvan sales. Total revenues for 2021 were essentially flat compared to 2020 despite impacts from the COVID-19 pandemic and continued erosion of the U.S. Kuvan market due to generic competition. | |
PRODUCT DEVELOPMENT PIPELINE
We advanced our preclinical product development pipeline, which includes BMN 351 for Duchenne muscular dystrophy and BMN 349 for alpha-1 antitrypsin deficiency, among other potential therapies. | HEMOPHILIA A GENE THERAPY
In early 2022, we announced positive two-year data from our Phase 3 study of valoctocogene roxaparvovec for the treatment of adults with severe hemophilia A, and we continue to work with regulatory authorities toward the potential approval of the gene therapy product candidate. |
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PROXY OVERVIEW
Human Capital Highlights
We believe our employees choose to join and stay at BioMarin because of the connection they feel to their work, and we feel equally strong about rewarding their dedication with benefits and programs that support their professional, personal and financial futures. For information regarding BioMarin’s employees-focused initiatives, see the “Human Capital” section contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on February 25, 2022, and the “Careers” section of our website. Information on our website is NOT incorporated by reference in this Proxy Statement.
Environmental and Social Highlights
BioMarin is committed to helping create a more sustainable, inclusive, and compassionate world through constructive corporate responsibility practices.
TONE AT THE TOP Our Board and senior executives oversee environmental and social corporate practices that they believe are important to our patients, employees, investors, community members, and other BioMarin stakeholders. Our senior executives sponsor and oversee a cross-functional Corporate Responsibility Committee that spearheads many of BioMarin’s efforts to protect the environment and provide a safe and healthful workplace for our employees and the communities in which we operate. At the direction of the senior leadership team, our human resources department focuses on developing and implementing policies and programs to foster diversity, equity and inclusion (DEI) at all levels of the Company. Members of the Board and the Corporate Governance and Nominating (CGN) and Compensation Committees regularly receive reports on BioMarin’s environmental and social activities and offer valuable insights and recommendations in addition to providing appropriate oversight. |
ROADMAP TO ENHANCED GREENHOUSE GAS (GHG) DISCLOSURES In recognition of the importance of managing our climate-related risks and acknowledging our stakeholders’ interests in our plans to continue to reduce our impact on the environment, we developed a roadmap for assessing and providing more transparency into our GHG emissions and mitigation efforts. In 2021, we completed the first major milestone of our roadmap, assessing and quantifying our GHG emissions from our two manufacturing campuses in Novato, California and Shanbally, Ireland. By the end of 2022, we plan to report a breakdown in aggregate GHG emissions by source from our Novato and Shanbally manufacturing campuses. By the end of 2023, we plan to have robust multi-year data collected in accordance with internationally recognized standards in order to have the necessary foundation to begin to assess the most impactful and cost-efficient mitigation strategies to minimize BioMarin’s carbon footprint. |
| 2022 Proxy Statement | www.biomarin.com | 5 |
PROXY OVERVIEW
Select highlights of other environmental and social initiatives are described below. Additional information regarding BioMarin’s Roadmap to Enhanced GHG Disclosures and environmental and social practices is included in the “Corporate Social Responsibility” subsection of the “Our Company” section of our website. Information on our website is NOT incorporated by reference in this Proxy Statement.
 ENVIRONMENTAL | |
 | We strive to reduce water consumption and increase efficiency of water utilities by using computerized sensors in certain manufacturing facilities to monitor the flow of water and automatic isolation valves. |
 | In an effort to reduce GHG emissions, we launched an energy reduction project at our Shanbally, Ireland facility that exceeded its target reduction goal by five times; achieved ISO 50001 certification for our Shanbally, Ireland energy management system; installed over 430 solar panels at our facilities; purchase 100% of our electricity in Northern California from Marin Clean Energy, 60% of which is generated from renewable sources like wind and solar; and offer employees free use of more than 165 electric vehicle charging stations. |
 | As part of our commitment to reduce waste, we use reusable containers with several vendors for bioprocessing materials, such as filter assemblies and bioprocessing bags. |
 | We actively design and renovate new facilities and office suites to be energy efficient and embrace the highest of standards used by green building rating systems. In recent years, all new building construction and renovation projects meet either LEED Gold certification requirements from the U.S. Green Building Council or the more stringent CALGreen building code requirements from the State of California in place at the time of project execution. |
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 | Racial and ethnic minorities represented 45% of our U.S. employees.; globally, 50% of our workforce were women and 46% of director-level and above positions were held by women (as of December 31, 2021). We focus on achieving pay equity regardless of race, ethnicity, gender or other protected characteristics by, among other things, engaging independent experts to conduct regular and detailed pay equity assessments. |
 | We have a DEI Employee Advisory Committee to help define a DEI roadmap and incorporate perspectives from employees of different age, gender, ethnicity, race, sexual orientation, level and location. |
 | We continue to support and increase the number of our employee resource groups that build community for employees from underrepresented groups. |
 | We actively engage with underrepresented populations in our community through a variety of outreach and partnering with non-profit organizations and educational institutions, such as Biotech Partners and Health Career Connection and a historically black university. Through our Rare Scholars program, we award annual scholarships to students living with rare disease. |
 | For the second year in a row, we were recognized as a Best Place to Work for lesbian, gay, bisexual, transgender and queer (LGBTQ) Equality by the Human Rights Campaign, scoring 100% on their Corporate Equality Index, one of the foremost benchmarking surveys and reports in the U.S. measuring corporate policies and practices related to LGBTQ workplace equality. |
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PROXY OVERVIEW
Director Nominees
The following table provides summary information about each nominee for director as of March 6, 2020,4, 2022, each of whom is a continuing director. See pages 1618 to 2124 for more information.
| Name and Age | Since | Occupation | ||||||||||
 | Mark J. Alles, 62 | January 2022 |  | |||||||||
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| Elizabeth McKee Anderson,64 | July 2019 | | Director, Bavarian Nordic A/S; Director, Insmed, Inc.; Director, Revolution Medicines, Inc. | |||||||||
 | Jean-Jacques Bienaimé, 68 Chair of the Board | May 2005 | Chairman and Chief Executive Officer (CEO), BioMarin Pharmaceutical Inc. | |||||||||
 | Willard Dere, M.D., 68 | July 2016 | | Professor of Internal Medicine, B. Lue and Hope S. Bettilyon Presidential Endowed Chair in Internal Medicine for Diabetes Research, Executive Director of Personalized Health, and Co-Principal Investigator of the | ||||||||
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| Elaine J. Heron, Ph.D., 74 | July 2002 | | Director, Palvella Therapeutics; Director, | |||||||||
 | Maykin Ho, Ph.D., 69 | February 2021 | | Director, Agios Pharmaceuticals; Director, FibroGen, Inc.; Director, Parexel; Director, the Aaron Diamond AIDS Research Center and Institute for Protein Innovation | ||||||||
 | Robert J. Hombach, 55 | September 2017 | | Former Executive Vice President, Chief Financial Officer (CFO) & Chief Operations Officer, Baxalta Inc.; Director, | ||||||||
 | V. Bryan Lawlis, Ph.D., 70 | June 2007 | | Director, Aeglea BioTherapeutics, Inc.; Director, | ||||||||
| Richard A. Meier , 62 Lead Independent Director | December 2006 | | Executive Vice President and | ||||||||
 | David E.I. Pyott, M.D. (Hon.), 68 | January 2016 | | Director, Alynlam Pharmaceuticals, Inc.; Pliant Therapeutics, Inc.; Supervisory Board Member, Royal Philips in the Netherlands | ||||||||
 | Dennis J. Slamon, M.D., Ph.D., 73 | March 2014 | | Professor of Medicine, UCLA Department of Medicine; Director, Clinical/Translational Research at UCLA’s Jonsson Comprehensive Cancer Center;Director, Revlon/ UCLA Women’s Cancer Research Program |
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PROXY OVERVIEW
Director Nominee Dashboard
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 andfinance; 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:
DIRECTOR NOMINEE SKILLS AND EXPERIENCE
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  | Research & Development |   | | | | | | |||||
  | Management of Biotechnology and Pharmaceutical Organizations | | | | | | | | | | | |
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  | U.S. & International Drug Regulatory Processes | | | | | |||||||
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  | Manufacturing of Biotechnology & Small Molecule Drug Products | | | | ||||||||
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| Have Research & Development Expertise | Have Industry Management Experience | Have Finance / Accounting / Capital Markets Expertise | Have Business Development / Sales & Marketing Experience |
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PROXY OVERVIEW
Board Diversity and Composition
We are committed to diversity across all aspects of our organization, including with respect to identifying, evaluating and nominating directors. In September 2018, the Board formalized its long-standing practice of considering women and minority candidates for open director positions by amending the Corporate Governance Principles to require that:
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| ● | the Corporate Governance and Nominating (CGN) Committee, and any search firm that it engages, include women and minority candidates in the pool from which the Board selects candidates for director. |
Our Board is substantially independentWe remain committed to diversity throughout our process for identifying and has a mixevaluating director candidates, and we are proud that the gender and ethnic diversity of relatively new and longer-tenured directors. The charts below show the makeup ofour director nominees by various characteristicshas increased significantly in recent years, as shown below:
Below we highlight the diversity and composition of our director nominees as of March 6, 2020:4, 2022:
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| Meets one or more of the gender, ethnic and birthplace diversity categories. |
| 2022 Proxy Statement | www.biomarin.com | 9 |
PROXY OVERVIEW
Corporate Governance Overview
We are committed to exercising good corporate governance and continuouslyfrequently review our practices. We believe that good governance promotes the long-term interests of our stockholders and strengthens Board and management accountability. The highlights
NEW LOWER LIMIT ON NUMBER OF OTHER BOARDS
Our directors acknowledge the significant time commitment required to effectively carry out their responsibilities as BioMarin Board members. In recognition of their commitment to serving on BioMarin’s Board and the ever-increasing complexity of oversight expected of directors, our Board amended the Company’s Corporate Governance Principles in December 2021 to further limit the number of public company boards on which a BioMarin director may serve. For directors without a full-time job, the limit was decreased from five to four public company boards (including the BioMarin Board). A director who serves on the board of a private company that subsequently becomes public, and as a result, serves on more than four public company boards, may have a six-month transition period beginning on the date the private company became public to come into compliance with the limit. Other limits for directors with full-time jobs and those serving as chairs of audit committees remain.
Highlights of our corporate governance practices include the following:
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Stockholder Rights | ● Proxy access bylaw (3% holder for three years) ● Plurality voting in the election of directors in uncontested elections with director resignation policy | ||
 | Board Independence | ● All of our current directors and nominees for director are independent, other than our Chairman and CEO, Mr. Bienaimé● Regular executive sessions of the Independent Directors ● 100% independent committee members ● Lead Independent Director with clearly delineated duties and robust authority ● Board and committees may engage outside advisors independently of management | |
 | Stock Ownership by Directors and Executives | ● Stock ownership guidelines for directors and executive officers ● 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- | ●
● Policy for ● Annual advisory approval of executive compensation | |
 | Board Practices | ● Commitment to diversity ● 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 |  |
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PROXY OVERVIEW
Stockholder Engagement
We regularly engage with our stockholders through open dialogue and direct individual communication on topics related to our business, strategic vision, financial performance, executive compensation and environmental, social and corporate governance and compensation.(ESG) matters. Stockholder feedback is important, and the information we glean from these engagements is highly valued. 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.
Stockholder Outreach in 2019
In 2019,2021 and early 2022, we continued our active engagement efforts to ensure stockholder interests were incorporated into our planning process for corporate governanceareas such as ESG practices and the 20202022 executive compensation program. Our outreach in 2019 included manynine of our top ten stockholders, representing holders of almost 60%50% of our outstanding common stock held by our top 20 stockholders and nearly 40% of our outstanding common stock held by all stockholders as of the Record Date. WeDecember 31, 2021, and we requested calls or meetings with all of the stockholders we contacted. We then held calls or meetings with all thosethe stockholders that responded. Our outreach in 2019 followedaccepted our extensive outreach efforts in 2018, during which we reached holders of 63%offer to meet, representing 33% of our outstanding common stock, as ofincluding the Record Date for the 2018 Annual Meeting of Stockholders.
Compensation and Corporate Governance Changes
one stockholder from our top ten stockholders who voted against our prior year say-on-pay vote. During our stockholder outreach efforts in 2019meetings with stockholders, we discussed various topics, including diversity of our workforce, executives and 2018 we sought feedback on our executive compensation program and also discussed a number of other topics, includingBoard, corporate governance matters, like Board diversity. Ourenvironmental and sustainability initiatives and executive compensation philosophy and design. In addition to G. Eric Davis, our Executive Vice President, General Counsel and Secretary, and Traci McCarty, our Group Vice President of Investor Relations, our Lead Independent Director, Richard A. Meier, participated in nearly allseveral of the calls with our stockholders, and feedbackstockholders. Feedback from these discussions was relayed to, and considered by, the Compensation Committeefull Board and full Board. After the disappointing outcome of our “say-on-pay” vote at our 2018 Annual Meeting of Stockholders, we made extensive changessenior executives in their decision making related to these topics important to our executive compensation program in 2019. We believe that the compensation changes we made in 2019 addressed many of the concerns raised by stockholders. We were pleased that our 2019 say-on-pay proposal received support from 83% of the votes cast, a significant increase from 56% in 2018. In 2020, we have continued to make changes to our executive compensation program to further align pay and performance and address feedback from stockholders. How we changed our executive compensation and governance practices in direct response to what we heard from our stockholders is described below:
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Executive Compensation Highlights
We designed our executive compensation program to attract, motivate and retain the executive talent necessary to advance our business of developing, manufacturing and commercializing innovative therapies for people with serious and life-threatening rare diseases and medical conditions and to increase stockholder value. Our compensation program is aligned with our business strategy and priorities, encourages executive officers to work for meaningful stockholder returns and reflects a pay-for-performance philosophy. It does not encourage our executive officers to assume excessive risks or result in excessive pay levels. We achieve our pay objectives by providing short-term cash bonuses tied to our annual financial and development goals and by granting long-term equity awards, including three types of performance-based RSUsrestricted stock units (RSUs) tied to (1) relative stock performance, over a three-year period,(2) financial metrics and starting in 2020, performance-based RSUs that are also tied to non-GAAP Income and(3) achievement of strategic corporate goals, all measured over a three-year performance period.
| 2022 Proxy Statement | www.biomarin.com | 11 |
PROXY OVERVIEW
Evolution of Our Executive Compensation PracticesProgram – Guided by Stockholder Feedback
OurDuring our stockholder outreach efforts, we seek feedback on our executive compensation policiesprogram, among other topics. We believe that the compensation changes we made in recent years addressed many of the concerns raised by stockholders, and in 2022, we continued to make changes to our executive compensation program to further align pay and performance and address feedback from our investors. As described below, the evolution of our executive compensation practices reinforceis in direct response to what we heard from our pay-for-performance philosophy and align with sound governance principles.stockholders:
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 MARK J. ALLES The Board has nominated Mr. Alles for his extensive experience in managing global biotechnology and pharmaceutical organizations, clinical trial research, drug regulatory processes, business development, and sales and marketing of both biotechnology and pharmaceutical products. Mr. Alles served as CEO of Celgene Corporation, a global biopharmaceutical company, from March 2016 to January 2018 and as Chairman and CEO from February 2018 until its acquisition by Bristol Myers Squibb Company in November 2019. Prior to these roles, he served as Celgene’s President and Chief Operating Officer from August 2014 to February 2016 and as its Chief Commercial Officer and Executive Vice President, Hematology & Oncology from December 2012 to July 2014. Mr. Alles first joined Celgene in 2004 and served in a number of commercial management positions of increasing responsibility at the company. Before joining Celgene, he held senior commercial management roles at Aventis Pharmaceuticals Inc. (Rhône-Poulenc Rorer) from 1993 to 2004. He is currently Chairman of Turning Point Therapeutics, Inc., a public oncology company, and also serves on the boards of Antengene Corporation Limited and Syros Pharmaceuticals, Inc., both public biopharmaceutical companies. Mr. Alles received a bachelor’s degree from Lock Haven University of Pennsylvania and served as a Captain in the United States Marine Corps. |
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| Director January 2022 Chairman, Turning Point Therapeutics, Inc.; Director, Antengene Corporation Limited; Director, Syros Pharmaceuticals, Inc. |
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| 2022 Proxy Statement | www.biomarin.com | 19 |
PROPOSAL 1 ELECTION OF DIRECTORS
ELIZABETH MCKEE ANDERSON 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. |
Elizabeth McKee Anderson joined our Board in July 2019. Ms. Anderson held various senior leadership positions at Johnson & Johnson between 2003 and her retirement in 2014. She most recently served as Worldwide Vice President, Infectious Disease and Vaccines for Janssen Pharmaceuticals, a Johnson & Johnson company, where she directed the commercial development of an extensive portfolio of antivirals and vaccines with responsibility for global strategic marketing, market access, and global analytics for that division. Prior to Johnson & Johnson, Ms. Anderson served as the Vice President and General Manager of Wyeth Lederle Vaccines from 1997 to 2002. She also previously worked at Rhone Poulenc Rorer and the American Red Cross. Ms. Anderson currently serves on the boards of Bavarian Nordic A/S, Insmed, Inc. and Revolution Medicines, Inc., public biopharmaceutical companies, and she formerly served on the board of Huntsworth PLC, a public healthcare and communications company, through December 31, 2019. She also serves on the boards of Aro Biotherapeutics Company and Context Therapeutics, Inc., private biopharmaceutical companies, 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. She holds a Bachelor of Science in Engineering from Rutgers University and a Master of Business Administration
Elizabeth McKee Anderson joined our Board in July 2019 and serves as the Chair of the Compensation Committee. Ms. Anderson held various senior leadership positions at Johnson & Johnson between 2003 and her retirement in 2014. She most recently served as Worldwide Vice President, Infectious Disease and Vaccines for Janssen Pharmaceuticals, a Johnson & Johnson company, where she directed the commercial development of an extensive portfolio of antivirals and vaccines with responsibility for global strategic marketing, market access, and global analytics for that division. Prior to Johnson & Johnson, Ms. Anderson served as the Vice President and General Manager of Wyeth Lederle Vaccines from 1997 to 2002. She also previously worked at Rhone Poulenc Rorer and the American Red Cross. Ms. Anderson currently serves on the boards of Bavarian Nordic A/S, Insmed, Inc. and Revolution Medicines, Inc., public biopharmaceutical companies, and she formerly served on the board of Huntsworth PLC, a public healthcare and communications company, through December 31, 2019. She also serves on the board of Aro Biotherapeutics Company, a private biopharmaceutical company, 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. She holds a B.S. in Engineering from Rutgers University and an M.B.A. from Loyola University Maryland.
Age 64 Director Since July 2019 Former Worldwide Vice President, Infectious Diseases and Vaccines, Janssen Pharmaceuticals, Inc.; Director, Bavarian Nordic A/S; Director, Insmed, Inc.; Director, Revolution Medicines, Inc. |
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 | WILLARD DERE, M.D. |
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| 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. | |||
Willard Dere, M.D., joined our Board in July 2016.
Willard Dere, M.D., joined our Board in July 2016 and serves as the Chair of the Science and Technology Committee. Since November 2014, he has served as the Professor of Internal Medicine, B. Lue and Hope S. Bettilyon Presidential Endowed Chair in Internal Medicine for Diabetes Research, Executive Director of Personalized Health, and Co-Principal Investigator of the Clinical and Hope S. Bettilyon Presidential Endowed Chair in Internal Medicine for Diabetes Research, Executive Director of Personalized Health, and Co-Principal Investigator of the Center for Clinical & Translational Science Institute at the University of Utah Health Sciences Center. He also serves as the Associate Vice President for Research of Health Sciences at the University of Utah Health Sciences Center. Prior to re-joining academia in November 2014, Dr. Dere was in the biopharmaceutical industry for 25 years. From 2003 until his retirement in 2014, Dr. Dere held multiple roles at Amgen, Inc., a biotechnology company, including serving as head of global development and either the international or corporate chief medical officer from December 2004 to October 2014. He began his career at Eli Lilly in 1989, and held a number of different global roles in clinical pharmacology, regulatory affairs, and both early-stage translational, and late-stage clinical research. He currently serves on the boards of three public biopharmaceutical companies: Mersana Therapeutics, Inc., Radius Health, Inc., and Seres Therapeutics, Inc., and in December 2017 he concluded his board service at Ocera Therapeutics, Inc., a public biopharmaceutical company, before its acquisition by Mallinckrodt PLC. Since 2014, he has served on the scientific advisory board of the California Institute of Regenerative Medicine. Dr. Dere received a B.A. and an M.D. from the University of California, Davis. He trained in internal medicine at the University of Utah and in endocrinology/metabolism at the University of California at San Francisco.
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| Age | Director Since | Professor of Internal Medicine, B. Lue and Hope S. Bettilyon Presidential Endowed Chair in Internal Medicine for Diabetes Research, Executive Director |
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Michael Grey joined our Board in December 2005 and serves as the Chair of the Compensation Committee. Mr. Grey currently serves as Executive Chairman of Amplyx Pharmaceuticals, Inc., a private biopharmaceutical company, a position he has held since December 2016, and previously served as President and Chief Executive Officer of Amplyx from October 2015 to December 2016. Mr. Grey also currently serves as Executive Chairman of Reneo Pharmaceuticals, Inc., a private biopharmaceutical company, a position he has held since January 2018, and previously served as Chief Executive Officer from October 2014 to December 2017. He previously served as President and Chief Executive Officer of Lumena Pharmaceuticals, Inc., a private biotechnology company, from February 2011 until it was acquired by Shire plc in May 2014. He has also served as a Venture Partner with Pappas Ventures, a life sciences venture capital firm, since January 2010. Between January and September 2009, he served as President and Chief Executive Officer of Auspex Pharmaceuticals, Inc., a private biotechnology company. From January 2005 until its acquisition in August 2008, Mr. Grey was President and Chief Executive Officer of SGX Pharmaceuticals, Inc., a public biotechnology company, where he previously served as President from June 2003 to January 2005 and as Chief Business Officer from April 2001 until June 2003. Prior to joining SGX Pharmaceuticals, Inc., Mr. Grey acted as President, Chief Executive Officer and board member of Trega Biosciences, Inc., a biotechnology company. From November 1994 to August 1998, Mr. Grey was the President of BioChem Therapeutic, Inc., the pharmaceutical operating division of BioChem Pharma, Inc. During 1994, Mr. Grey served as President and Chief Operating Officer for Ansan, Inc., a pharmaceutical company. From 1974 to 1993, he served in various roles with Glaxo, Inc. and Glaxo Holdings, plc, culminating in the position of Vice President, Corporate Development. Mr. Grey is currently Chairman of the Board at Mirum Pharmaceuticals, Inc., a public biopharmaceutical company he founded in 2018. Mr. Grey is currently Chairman of the Board at Curzion Pharmaceuticals, Inc., a private biopharmaceutical company he founded in 2019, a director at Horizon Pharma, plc and Mirati Therapeutics Inc., public pharmaceutical companies, and Executive Chairman of Spruce Biosciences, Inc. a private healthcare company. He received a B.Sc. in chemistry from the University of Nottingham, United Kingdom.
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PROPOSAL 1 ELECTION OF DIRECTORS
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 | ELAINE J. HERON, PH.D. |
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| The Board has nominated Dr. Heron for her extensive experience in life science sales and marketing, finance and accounting, corporate governance matters and research and development. | |||
Elaine J. Heron, Ph.D., joined our Board in July 2002 and serves as the Chair of the Corporate Governance and Nominating Committee. Dr. Heron served as Chair and Chief Executive Officer of Amplyx Pharmaceuticals, Inc., a private drug development company, from February 2009 until October 2015, and she continues to serve as a member of that company’s board. She is also a director of Dropworks, Inc., a private biotechnology tools company, Palvella Therapeutics, Inc., a private clinical-stage therapeutics company, and Visgenx, Inc., a private early stage therapeutics company. From July 2001 to October 2008, Dr. Heron was Chair and Chief Executive Officer
Elaine J. Heron, Ph.D., joined our Board in July 2002 and serves as the Chair of the Corporate Governance and Nominating Committee. From February 2009 to October 2015, Dr. Heron served as Chair and CEO of Amplyx Pharmaceuticals, Inc., a private drug development company acquired by Pfizer, Inc. in April 2021.She currently serves on the boards of Palvella Therapeutics, Inc., a private clinical-stage therapeutics company, Visgenx, Inc., a private early-stage therapeutics company, and Watershed Medical, Inc., a private early-stage therapeutics company. She is also an advisor to Kyto Technology and Life Science, Inc. (OTCQB:KBPH). From July 2001 to October 2008, Dr. Heron was Chair and CEO of Labcyte Inc., a private biotechnology company. Before joining Labcyte Inc., she spent six years in positions of increasing responsibility at the Applied Biosystems Group of Applera Corporation, a biotechnology company, including the position of General Manager and Vice President of Sales and Marketing. Dr. Heron earned a B.S. in chemistry with highest distinction and a Ph.D. in analytical biochemistry from Purdue University and an M.B.A. from Pepperdine University.
Age 74
Director Since July 2002
Director, Palvella Therapeutics; Director, Visgenx, Inc.; Director, Watershed Medical, Inc.
 MAYKIN HO, PH.D. The Board has nominated Dr. Ho for her extensive experience in healthcare investment research, finance, and analysis of science and biotechnology. Dr. Maykin Ho, Ph.D. joined our board in February 2021. She serves on the boards of Agios Pharmaceuticals, a public pharmaceutical company, FibroGen, Inc., a public biopharmaceutical company, Neumora Therapeutics, Inc., a private biotechnology company and 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 is also a venture partner of Qiming Venture Partners and a member of the Biotech Advisory Panel of the Stock Exchange of Hong Kong. She was previously a member of Grail, Inc., a private cancer detection company. Dr. Ho is a retired partner of the Goldman Sachs Group where she served 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 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 received a Ph.D. in Microbiology and Immunology and a B.S. from the State University of New York, Downstate Medical Center. |
Age 69 Director Since February 2021 Director, Agios Pharmaceuticals; Director, FibroGen, Inc.; Director, Parexel; Director, the Aaron Diamond AIDS Research Center and Institute for Protein Innovation |
| 2022 Proxy Statement | www.biomarin.com | 21 |
PROPOSAL 1 ELECTION OF DIRECTORS
ROBERT J. HOMBACH |
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| The Board has nominated Mr. Hombach for his extensive experience in finance and accounting, capital markets and managing large biotechnology and pharmaceutical organizations. | ||
Robert J. Hombach joined our Board in September 2017 and currently serves as the Chair of the Audit Committee. He served as Executive Vice President, Chief Financial Officer
Robert J. Hombach joined our Board in September 2017 and currently serves as the Chair of the Audit Committee. He served as Executive Vice President, CFO and Chief Operations Officer of Baxalta Inc., a public biopharmaceutical company spun out in June 2015 from Baxter International Inc., a public pharmaceutical company, until it was acquired by Shire PLC in June 2016. He served as Corporate Vice President and Chief Financial Officer of Baxalta Inc., a public biopharmaceutical company spun out in June 2015 from Baxter International Inc., a public pharmaceutical company, until it was acquired by Shire PLC in June 2016. He served as Corporate Vice President and CFO of Baxter from July 2010 until the spin-off in June 2015. From 2007 to 2011, he also served as Treasurer of Baxter and from 2004 to 2007, he was Vice President of Finance, Europe, Middle East and Africa. Prior to that, he 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 boards of Aptinyx Inc., a public biopharmaceutical company, and CarMax, Inc., a public company. Previously, he served on the board of Naurex, Inc., a private pharmaceutical company acquired by Allergan in 2015. Mr. Hombach earned 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.
Age 55 Director Since September 2017 Former Executive Vice President, CFO & Chief Operations Officer, Baxalta Inc.; Director, Aptinyx Inc.; Director, CarMax, Inc. |
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 | V. BRYAN LAWLIS, PH.D. |
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| The Board has nominated Dr. Lawlis for his extensive experience in manufacturing biotechnology and other pharmaceutical products, research and development of drug products and managing and conducting clinical trials and drug regulatory processes. | |||
Bryan Lawlis, Ph.D., joined our Board in June 2007. From August 2011 to September 2017 he served as the President and Chief Executive
Bryan Lawlis, Ph.D., joined our Board in June 2007. From August 2011 to September 2017 he served as the President and CEO of Itero Biopharmaceuticals, LLC, a private holding company that held the assets of Itero Biopharmaceuticals, Inc., a private biotechnology company. Dr. Lawlis co-founded and served as President and CEO of Itero Biopharmaceuticals, Inc. from 2006 until it discontinued operations in August 2011. Dr. Lawlis served as President and CEO of Aradigm Corporation, a pharmaceutical company, from August 2004 to August 2006, and served on its board from February 2005 to August 2006, continuing in both capacities until August 2006. Dr. Lawlis previously served as Aradigm’s President and Chief Operating Officer from June 2003 to August 2004 and its Chief Operating Officer from November 2001 to June 2003. Prior to his time at Aradigm, Dr. Lawlis co-founded Covance Biotechnology Services, a contract biopharmaceutical manufacturing operation, and served as its President and CEO from 1996 to 1999, and as its Chairman from 1999 to 2001, when it was sold to Diosynth RTP, Inc., a division of Akzo Nobel, NV. From 1981 to 1996, Dr. Lawlis was employed at Genencor, Inc., a biotechnology company, and Genentech, Inc. His last position at Genentech, Inc. was Vice President of Process Sciences. Dr. Lawlis serves on the boards of two public biopharmaceutical companies: Aeglea BioTherapeutics, Inc. and Geron Corporation. He previously served on the board of Itero Biopharmaceuticals, LLC, a private holding company that held the assets of Itero Biopharmaceuticals, Inc., a private biotechnology company. Dr. Lawlis co-founded and served as President and Chief Executive Officer of Itero Biopharmaceuticals, Inc. from 2006 until it discontinued operations in August 2011. Dr. Lawlis served as President and Chief Executive Officer of Aradigm Corporation, a pharmaceutical company, from August 2004 to August 2006, and served on its board from February 2005 to August 2006, continuing in both capacities until August 2006. Dr. Lawlis previously served as Aradigm’s President and Chief Operating Officer from June 2003 to August 2004 and its Chief Operating Officer from November 2001 to June 2003. Prior to his time at Aradigm, Dr. Lawlis co-founded Covance Biotechnology Services, a contract biopharmaceutical manufacturing operation, and served as its President and Chief Executive Officer from 1996 to 1999, and as its Chairman from 1999 to 2001, when it was sold to Diosynth RTP, Inc., a division of Akzo Nobel, NV. From 1981 to 1996, Dr. Lawlis was employed at Genencor, Inc., a biotechnology company, and Genentech, Inc. His last position at Genentech, Inc. was Vice President of Process Sciences. Dr. Lawlis serves on the boards of three public biopharmaceutical companies: Aeglea BioTherapeutics, Inc., Coherus Biosciences, Inc. and Geron Corporation. He previously served on the board of Sutro Biopharma, Inc., a public biopharmaceutical company, from January 2004 until June 2019. Dr. Dr. Lawlis holds board positions at two private companies, AbSci, LLC and Reform Biologics LLC, and he serves as an advisor to Phoenix Venture Partners, a venture capital firm focusing on manufacturing technologies and material sciences technologies. He also serves on the Manufacturing Advisory Board of Allakos, Inc., Pyxis Oncology and he advises W.L. Gore and Associates. Dr. Lawlis holds a B.A. in microbiology from the University of Texas at Austin, and a Ph.D. in Biochemistry from Washington State University.
Age 70
Director Since June 2007
Director, Aeglea BioTherapeutics, Inc.; Director, Geron Corporation
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PROPOSAL 1 ELECTION OF DIRECTORS
RICHARD A. MEIER |
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| The Board has nominated Mr. Meier for his extensive experience in finance and accounting, capital markets, managing large organizations in the healthcare field and information technology. | ||
Richard A. Meier joined our Board in December 2006 and has served as our Lead Independent Director since June 2015. Since November 2019, Mr. Meier has served as Executive Vice President and Chief Financial Officer of Intersect ENT, Inc., a public medical technology company. Mr. Meier served as President-International and Executive Vice President and Chief Financial Officer of Owens & Minor, Inc., a global healthcare services company, from July 2015 to July 2018, and was Executive Vice President and Chief Financial Officer of Owens & Minor, Inc. from March 2013 to July 2015. Prior to joining Owens & Minor, Mr. Meier was an Executive Vice President and Chief Financial Officer
Richard A. Meier joined our Board in December 2006 and has served as our Lead Independent Director since June 2015. Since November 2019, Mr. Meier has served as Executive Vice President and CFO of Intersect ENT, Inc., a public medical technology company. Mr. Meier served as President-International and Executive Vice President and CFO of Owens & Minor, Inc., a global healthcare services company, from July 2015 to July 2018, and was Executive Vice President and CFO of Owens & Minor, Inc. from March 2013 to July 2015. Prior to joining Owens & Minor, Mr. Meier was an Executive Vice President and CFO at TeleFlex, Incorporated, a global medical device company from January 2010 through March 2012. Mr. Meier served as President and Chief Operating Officer of Advanced Medical Optics, a global ophthalmic medical device company that was acquired by Abbott in February 2009, from November 2007 to May 2009. Beginning in April 2002 through November 2007, Mr. Meier served continuously as Advanced Medical Optics’ Chief Financial Officer, while serving in a variety of additional senior operating roles including Chief Operating Officer. Prior to joining Advanced Medical Optics, Mr. Meier was the Executive Vice President and Chief Financial Officer of Advanced Medical Optics, a global ophthalmic medical device company that was acquired by Abbott in February 2009, from November 2007 to May 2009. Beginning in April 2002 through November 2007, Mr. Meier served continuously as Advanced Medical Optics’ CFO, while serving in a variety of additional senior operating roles including Chief Operating Officer. Prior to joining Advanced Medical Optics, Mr. Meier was the Executive Vice President and CFO of Bausch Health Companies, Inc. (BHC) (formerly Valeant Pharmaceuticals, Inc. and ICN Pharmaceuticals, Inc.), from October 1999 to April 2002, and Senior Vice President & Treasurer from May 1998 to October 1999. Before joining BHC, Mr. Meier was an executive with the investment banking firm of Schroder & Co. Inc. in New York, from 1996. Prior to Mr. Meier’s experience at Schroder & Co., he held various financial and banking positions at Salomon Smith Barney, Manufacturers Hanover Corporation, Australian Capital Equity, and Greyhound Lines, Inc. Mr. Meier is a member of the Supervisory Board of Syntellix AG, a private medical technology company, and he was a Director of Staar Surgical Inc., an ophthalmic medical device company, from 2009 through June 2016, where he also served on the Governance, Compensation and Audit Committees. Mr. Meier holds a B.A. in economics from Princeton University.
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Age 62 Director Since December 2006 Executive Vice President and CFO, Intersect ENT, Inc.; Partner, AtlasRock&Co. |
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 | DAVID E.I. PYOTT, M.D. (HON.) |
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| The Board has nominated Dr. Pyott for his extensive experience in managing global multi-specialty healthcare companies and marketing, research and development, international regulatory requirements and business development in the pharmaceutical and biotechnology industry. | |||
David E.I. Pyott, M.D. (Hon.), joined our Board in January 2016. From 1998 to March 2015, Dr. Pyott served as Chief Executive Officer of Allergan, Inc., a global pharmaceutical company. Prior to Allergan, Dr. Pyott served as the Head of the Novartis Nutrition Division and as a member of the Executive Committee of Switzerland-based Novartis AG. Dr. Pyott is Lead Director and a member of the board of Avery Dennison Corporation, a public global labeling and packaging materials company. He also serves on the board of Alnylam Pharmaceuticals, Inc., a public biotechnology company and is a member of the Supervisory Board of Royal Philips in the Netherlands, a public diversified health and technology company. Dr. Pyott serves as Chairman of Bioniz Therapeutics, Inc., a private biotechnology company. He is Deputy Chairman of the Governing Board of the London Business School, is a member of the Board of Trustees of the California Institute of Technology, President of the International Council of Ophthalmology Foundation and a member of the advisory board of the Foundation of the American Academy of Ophthalmology.
David E.I. Pyott, M.D. (Hon.), joined our Board in January 2016. From 1998 to March 2015, Dr. Pyott served as CEO of Allergan, Inc., a global pharmaceutical company. Prior to Allergan, Dr. Pyott served as the Head of the Novartis Nutrition Division and as a member of the Executive Committee of Switzerland-based Novartis AG. Dr. Pyott serves on the boards of Alnylam Pharmaceuticals, Inc., a public biotechnology company and Pliant Therapeutics, Inc., a public biopharmaceutical company, and he is a member of the Supervisory Board of Royal Philips in the Netherlands, a public diversified health and technology company. Dr. Pyott is Deputy Chairman of the Governing Board of the London Business School, is a member of the Board of Trustees of the California Institute of Technology and President of the Ophthalmology Foundation. Dr. Pyott formerly served as Lead Director at Avery Dennison Corporation, a public global labeling and packaging materials company, through April 23, 2020. Dr. Pyott holds a Diploma in International and European Law from the Europa Institute at the University of Amsterdam, an Honorary Degree in Medicine and a Master of Arts degree from the University of Edinburgh, and a Master of Business Administration degree from the London Business School.
Age 68
Director Since
January 2016
Director, Alynlam Pharmaceuticals, Inc.; Director, Pliant Therapeutics, Inc.; Supervisory Board Member, Royal Philips in the Netherlands
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| 2022 Proxy Statement | www.biomarin.com | 23 |
PROPOSAL 1 ELECTION OF DIRECTORS
DENNIS J. SLAMON, M.D., PH.D. |
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| The Board has nominated Dr. Slamon for his extensive experience in clinical trial research, personalized medicine, hematology and oncology studies as well as research and development in translating basic science discoveries into new clinical therapies and novel drug strategies. | ||
Dennis J. Slamon, M.D., Ph.D., joined our Board in March 2014. Dr. Slamon has served as director of Clinical/Translational Research at UCLA’s Jonsson Comprehensive Cancer Center since June 1995 and has served as leader of the Revlon/UCLA Women’s Cancer Research Program at UCLA since its establishment in 1991. Since May 1996, Dr. Slamon has been a professor of medicine and Chief of the Division of Hematology/Oncology in the UCLA Department of Medicine and executive vice chair for research for UCLA’s Department of Medicine. He also serves as director of the medical advisory board for the National Colorectal Cancer Research Alliance, a research and fund- raising organization that promotes advances in the treatment of colorectal cancer, and he is member of the board of Translational Research in Oncology, a global, non-profit, academic clinical research organization. Dr. Slamon was awarded the 2019 Lasker-DeBakey Clinical Medical Research Award for the development of a breast cancer drug. A 1970 B.A. honors graduate in biology from Washington & Jefferson College and a 1975 graduate of the University of Chicago Pritzker School of Medicine, Dr. Slamon earned his Ph.D. in cell biology that same year. He completed his internship and residency at the University of Chicago Hospitals and Clinics, becoming chief resident in 1978. One year later, he became a fellow in the Division of Hematology/Oncology at UCLA where he currently serves on the faculty of medicine.
Age 73
Director Since
March 2014
Professor of Medicine, UCLA Department of Medicine; Director, Clinical/Translational Research at UCLA’s Jonsson Comprehensive Cancer Center; Director, Revlon/UCLA Women’s Cancer Research Program
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PROPOSAL 1 ELECTION OF DIRECTORS
The following Board Diversity Matrix presents our Board diversity statistics as of April 12, 2022, in March 2014. Dr. Slamon has servedaccordance with Nasdaq Rule 5606, as directorself-disclosed by our directors. For more information regarding the diversity and composition of Clinical/Translational Research at UCLA’s Jonsson Comprehensive Cancer Center since June 1995our Board, see the “Proxy Overview— Board Diversity and has served as leaderComposition” section of the Revlon/UCLA Women’s Cancer Research Program at UCLA since its establishment in 1991. Since May 1996, Dr. Slamon has been a professor of medicine and Chief of the Division of Hematology/Oncology in the UCLA Department of Medicine and executive vice chair for research for UCLA’s Department of Medicine. He also serves as director of the medical advisory board for the National Colorectal Cancer Research Alliance, a research and fund-raising organization that promotes advances in the treatment of colorectal cancer, and he is member of the board of Translational Research in Oncology, a global, non-profit, academic clinical research organization. A 1970 B.A. honors graduate in biology from Washington & Jefferson College and a 1975 graduate of the University of Chicago Pritzker School of Medicine, Dr. Slamon earned his Ph.D. in cell biology that same year. He completed his internship and residency at the University of Chicago Hospitals and Clinics, becoming chief resident in 1978. One year later, he became a fellow in the Division of Hematology/Oncology at UCLA where he currently serves on the faculty of medicine.this Proxy Statement.
| Part I: Gender Identity | Female | Male | Non-Binary | Decline to Disclose | ||||
| Directors (11 total) | 3 | 8 | — | — | ||||
| Part II: Demographic Background | Female | Male | Non-Binary | Decline to Disclose | ||||
| Asian | 1 | 1 | — | — | ||||
| White | 2 | 7 | — | — |
The Board has affirmatively determined that, except for Mr. Bienaimé, all of our current directors are independent within the meaning of the applicable listing standards of The Nasdaq Stock Market LLC (Nasdaq) and relevant securities and other laws, rules and regulations regarding the definition of “independent” (the Independent Directors). There are no family relationships between any of our directors and any of our executive officers.
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| THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF EACH |
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PROPOSAL 1 ELECTION OF DIRECTORS
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 and Lead Independent Director, 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 specific skills and characteristics that could improve the overall quality and ability of the Board to carry out its oversight of the Company and other functions.
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Since July 2019, the Board added three directors with expertise and skills well matched for BioMarin’s plans for significant growth and future commercial products with larger patient populations. Ms. Anderson and Mr. Alles are two veteran executives of large biopharmaceutical companies, having served as senior executives at Johnson & Johnson and Celgene Corporation, respectively. Dr. Ho is a former Goldman Sachs partner and executive in the life sciences industry who brings deep knowledge of the healthcare industry and finance to the BioMarin Board.
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. |
Once 
In September 2018, the Board formalized its long-standing practice of considering women and minority candidates for open director positions by amending the Corporate Governance Principles to require that:
● the Board consider the diversity of specific skills and characteristics (including, without limitation, areas of expertise, race, ethnicity and gender) necessary for the optimal functioning of the Board over both the short and long term; and
● the CGN Committee, and any search firm that it engages, include women and minority candidates in the pool from which the Board determine that it is appropriate to nominate a new director, the CGN Committee uses a flexible set of proceduresselects candidates for selecting individual director candidates. The CGN Committee utilizes general guidelines that allow it to adjust the process to best satisfy the objectives it is attempting to accomplish in any director search. 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. 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. 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 recommended candidate’s name and qualifications for Board membership and be addressed to the Board, at 105 Digital Drive, Novato, CA 94949, c/o G. Eric Davis, Executive Vice President, General Counsel and Secretary.director.
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 described above. 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: strength of character, mature judgment, business understanding, experience with the pharmaceutical and/or biotechnology industries, availability and level of interest, capacity to devote time to Board activities, career specialization, relevant technical skills, diversity, and the extent to which the candidate would fill a present need on 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. WhenSince formally adopting this policy, the Board has agreed upon a candidate, such candidateadded two female directors, one of whom is recommended to the stockholders for election atalso an Annual Meeting of Stockholders or appointed as a director by a vote of the Board as appropriate.underrepresented minority.
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PROPOSAL 1 ELECTION OF DIRECTORS
The Board’s process for identifying and evaluating nominees for director is detailed below:
| 1 | IDENTIFY SEARCH CRITERIA | |||
| ● The first step in the general process is to identify the type of | ||||
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| 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 recommended candidate’s name and qualifications for Board membership and be addressed to the Board, at 105 Digital Drive, Novato, CA 94949, c/o G. Eric Davis, Executive Vice President, General Counsel 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 ● 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. | ||||
| 2022 Proxy Statement | www.biomarin.com | 27 |
PROPOSAL 1 ELECTION OF DIRECTORS
In addition, our Amended and Restated Bylaws (Bylaws), permit stockholders to nominate directors (i) for inclusion in our proxy materials and consideration at an Annual Meeting of Stockholders pursuant to our proxy access bylaw and (ii) for consideration at an Annual Meeting of Stockholders without being included in our proxy materials. For a description of the process for nominating directors in accordance with our Bylaws, see the section of this Proxy Statement titled,“Additional Information–Questions and Answers about these Proxy Materials and Voting,”including the information under the headings, “How can I recommend a director nominee for consideration by the CGN Committee?” and “When are other proposals and director nominations for next year’s Annual Meeting due?”
The Board’s Roles and Responsibilities
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 Corporate Governance section of the Investors section of our website atwww.bmrn.com. Alternatively, you can request a copy of any of these documents free of charge by writing to: G. Eric Davis, Executive Vice President, General Counsel 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.
NEW LOWER LIMIT ON NUMBER OF OTHER BOARDS Our directors acknowledge the significant time commitment required to effectively carry out their responsibilities as BioMarin Board members. In recognition of their commitment to serving on BioMarin’s Board and the ever-increasing complexity of oversight expected of directors, our Board amended the Company’s Corporate Governance Principles in December 2021 to further limit the number of public company boards on which a BioMarin director may serve. For directors without a full-time job, the limit was decreased from five to four public company boards (including the BioMarin Board). A director who serves on the board of a private company that subsequently becomes public, and as a result, serves on more than four public company boards, may have a six-month transition period beginning on the date the private company became public to come into compliance with the limit. Other limits for directors with full-time jobs and those serving as chairs of audit committees remain. |
Board Leadership Structure
The Board believes that it is important to retain the flexibility to allocate the responsibilities of the offices of Chair of the Board (Chair) and Chief Executive OfficerCEO in any manner that it determines to be in the best interests of the Company and its stockholders. Accordingly, our Corporate Governance Principles specifically reserve for the Board the right to vest the responsibilities of Chair and Chief Executive OfficerCEO in the same individual. 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.
Following a careful review ofThe 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 and to better align the operational leadership of the Company, in 2015Company. Based on such review, the Board determinedbelieves that combining the Chair and Chief Executive OfficerCEO positions under the leadership of Jean-Jacques Bienaimé would beis in the best interests of the Company and its stockholders. This determination wasis based on the Board’s strong belief that, as the individual with primary responsibility for managing the Company’s day-to-day operations and with extensive knowledge and understanding of the Company, combining the roles of Chair and Chief Executive OfficerCEO in Mr. Bienaimé creates a clear line of authority that promotes decisive and effective leadership, both within and outside the Company. In making this judgment, the Board took into account its evaluation of Mr. Bienaimé’s performance as Chief Executive OfficerCEO and as a current member of the Board, his positive relationship with the other directors, his vast expertise in the biopharmaceutical industry and proven track record of successful leadership, and the strategic perspective he would bring to the role of Chair.Mr.Chair. Mr. Bienaimé assumed the role ofhas served as Chair effective immediately followingsince the 2015 Annual Meeting.
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The Chair is responsible for:
● calling meetings of the Board;
● presiding at meetings of the Board;
● approving Board meeting schedules and meeting agendas, in consultation with the Lead Independent Director;
● approving Board meeting materials, in consultation with the Lead Independent Director; and
● being available for consultation with major stockholders.
The Board recognizes the importance of having a Board structure that will continue to promote the appropriate exercise of independent judgment by the Board. In connection withDue to the decision to combine thecombined roles of Chair and Chief Executive OfficerCEO under Mr. Bienaimé, the Board also created the position ofappoints a Lead Independent Director to serve as a liaison between the Chief Executive OfficerCEO and the Independent Directors, and to facilitate discussions and deliberation among the Independent Directors in fulfilling their oversight responsibilities for the Company.
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The Lead Independent Director coordinates the activities of the other Independent Directors and performs such other duties and responsibilities as the Board may determine. The Lead Independent Director Charter can be found in the Corporate Governance section of the Investors section of our website atwww.bmrn.com. Information on our website is NOT incorporated by reference in this Proxy Statement.
As outlined in the Lead Independent Director Charter, the Lead Independent Director is responsible for:
● presiding at all meetings of the Board at which the Chair is not present, including executive sessions of the Independent Directors;
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● serving as the principal liaison between the Chair and the Independent Directors;
● approving meeting agendas for the Board, in consultation with the Chair;
● approving the frequency of Board meetings and meeting schedules in consultation with the Chair, assuring there is sufficient time for discussion of all agenda items;
● working in collaboration with the CGN Committee and the Chair to recommend selection for the membership and chair position for each Board committee;
● interviewing, along with the chair of the CGN Committee, all director candidates and making recommendations to the CGN Committee;
● being available, when appropriate, for consultation and direct communication with stockholders; and
● on an annual basis, in consultation with the Independent Directors, reviewing the Lead Independent Director Charter and recommending to the Board for approval any modifications or changes.
The Lead Independent Director Charter also grants the Lead Independent Director the authority to:
● call meetings of the Independent Directors or meetings of the Board;
● retain outside advisors and consultants who report directly to the Board on Board-wide issues; and
● select, retain and consult with outside counsel and other advisors as the Lead Independent Director deems appropriate, at the Company’s sole expense.
The Lead Independent Director is elected annually by a majority vote of the Independent Directors if the offices of Chair and Chief Executive OfficerCEO are held by the same person. In 2019,2021, the Independent Directors determined that Richard A. Meier will continue to serve as the Lead Independent Director.
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 and the Science and Technology Committee are Independent Directors, and the committee chairs have authority to hold executive sessions without management and non-Independent Directors present.
Role of the Board in Risk Oversight
The Board is actively involved in the oversight of risks that could affect us. This oversight is conducted primarily through committees of the Board, but the full Board has retained responsibility for general oversight of risks. The Audit Committee is responsible for reviewing legal proceedings, litigation contingencies and otheroversees risks and exposures that could materially affectrelated to our financial statements, the financial reporting process, accounting, investments, access to capital, currency risk and hedging programs, information security (including risks related to cyber security) and data protection. The Audit Committee meets periodically with management to review our major financial risk exposures and the steps management has taken to monitor and control such exposures.exposures and is responsible for reviewing legal proceedings, litigation contingencies and other risks and exposures and compliance that could materially affect our financial statements. The CGN Committee oversees and evaluates compliance by the Board and management with our Corporate Governance Principles, Global Code of Conduct and Business Ethics and our global Corporate Compliance and Ethics Program and reviews the Company’s risk management procedures for those areas deemed appropriate by the CGN Committee. The Compensation Committee reviews our incentive compensation arrangements to determine whether they encourage excessive risk taking, reviews and discusses at least annually the relationship between our risk management policies and practices and compensation, evaluates compensation policies and practices that could mitigate any such risk. The Science and Technology Committee annually reviews risks related to intellectual property protection and procedures. The Board satisfies this responsibility through full reports by each committee chair regarding such committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks. For example, the full Board receives an annual update from the Chief Information Officer regarding cyber security risks and steps taken to mitigate such risks.
The full Board and the Audit Committee receive regular updates on key enterprise risks throughout the year. In 2021, management completed a global enterprise risk assessment (ERA) focusing on risks that may directly impact BioMarin achieving its core business and strategic objectives. The Audit Committee is responsible for monitoring the ERA process, while the full Board reviews the results of the ERA. The ERA process is global in nature and has been developed to identify and assess BioMarin’s current and emerging risks, including the nature of risks, as well as to identify steps to mitigate and manage each risk. The ERA process is supported by a cross-functional global steering committee that seeks input and perspective from key employees, managers, and senior leadership across the organization. The ERA also involves holding discussions of risk mitigation strategies with process owners and subject matter experts. The Audit Committee and full Board receive updates to ensure appropriate risk mitigation plans are implemented to monitor and manage risks.
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Talent Management Succession Planning
Our Board regularly reviews short- and long-term succession plans for the Chief Executive OfficerCEO and for other senior management positions. Our executive leadership conducts annual performance assessments that include succession plans for each of our senior management positions. These succession plans are reviewed and approved by our Chief Executive OfficerCEO and the details of these succession plans, including potential successors of our executive officers are presented to the full Board.
RECENT SUCCESSFUL SUCCESSIONS Recently, we successfully transitioned two senior executive positions: After an extensive external search in 2020, Dr. Greg Guyer was selected as our Chief Technical Officer and Executive Vice President of Global Manufacturing and Technical Operations to succeed Dr. Robert Baffi, who first joined BioMarin in 2000 and was our former President of Global Manufacturing and Technical Operations. Also in 2020, Mr. Brian Mueller, who first joined BioMarin in 2002 and was our former Senior Vice President, Finance and Chief Accounting Officer, succeeded Mr. Daniel Spiegelman as Executive Vice President, Finance and CFO. |
Stockholder Communications with the Board of Directors
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, to set goals and expectations for our performance, and to identify emerging issues that may affect our strategies, corporate governance, compensation practices or other aspects of our operations. Our stockholder and investor outreach includes investor road shows, analyst meetings, and investor conferences and meetings. Last year we hosted an investor day that stockholders weremeetings, which have generally been held via a virtual format during the COVID-19 pandemic. Stockholders are generally able to listen to investor conferences via our website. We also 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. We also seek stockholder views on governance and other matters throughout the year, concentrating our efforts on our largest stockholders.
We continue to engage constructively with stockholders, and in recent years management has reached out to a large number of our top non-affiliated stockholders annually. For details regarding our stockholder outreach efforts specific to 2019,2021 and early 2022, please see the“Proxy Overview—Stockholder Engagement”and“Compensation Discussion and Analysis — Recent Say-on-Pay Vote and Stockholder Feedback”sections of this Proxy Statement.
The Board has adopted a process for stockholders and others to send communications to the Board or any director. All such communications should be sent by mail addressed to the Board or any particular director at 105 Digital Drive, Novato, CA 94949, c/o G. Eric Davis, Executive Vice President, General Counsel and Secretary. All communications received by Mr. Davis will be sent directly to the Board or any particular director to whom such communication was addressed.
Committees of the Board of Directors
The Board has a number of committees that perform certain functions for the Board. The standing committees of the Board that meet regularly are the Audit Committee, the Compensation Committee, the CGN Committee and the Science and Technology Committee. Below is a description of each standing committee of the Board. Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities. The Board has determined that each member of each committee meets the applicable Nasdaq listing standards and relevant securities and other laws, rules and regulations regarding “independence” and that each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to our Company.
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 | AUDIT COMMITTEE Chair:Robert J. Hombach Members: Meetings Held in |
The Board has a separately designated standing Audit Committee established in accordance with the rules of the SEC and Nasdaq. The Audit Committee is responsible for overseeing our accounting and financial reporting processes, internal control and financial risk management systems, internal and external audit functions and the audit of our financial statements, including reviewing:
● | financial information; |
● | our systems of internal accounting and financial controls; |
● | the annual independent audit of our financial statements; and |
| ● | the qualifications, independence and performance of our independent outside auditors for the purpose of preparing or issuing an audit report or performing other audit, review and attest services. |
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Among other duties and responsibilities, the Audit Committee:
● | reviews and discusses with management and the independent auditors our annual and quarterly financial statements, and as appropriate, our disclosures contained under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our periodic reports to be filed with the SEC, earnings press releases and the substance of the financial information and earnings guidance provided to analysts and ratings agencies; |
● | determines whether to recommend to the Board inclusion of the audited financial statements in our Form 10-K filing; |
● | at the completion of the annual audit, reviews with management and the independent auditors the independent auditors’ audit and its report on the financial statements and internal control over financial reporting, comments and recommendations of the independent auditors, any significant changes in the auditors’ initial audit plan, and other matters related to the audit; |
● | reviews legal proceedings, litigation contingencies, information technology and security risks and other risks and exposures that could materially affect the financial statements and meets periodically with management to review our major financial risk exposures and the steps management has taken to monitor and control such exposures; |
● | reviews the independence of our auditors and appoints and, where appropriate, replaces our independent auditors; |
● | approves all arrangements and fees for work, including all audit, review and attest services and non-audit services, to be performed by the independent |
● | reviews with the independent auditors and, if appropriate, management, any management or internal control letter issued or proposed to be issued by the independent auditors and management’s response to such letter; |
● | reviews with management and any registered public accounting firm engaged to perform review or attest services, any material conflicts or disagreements between management and such accounting firm regarding financial reporting, accounting practices or policies or other matters; |
● | reviews with the independent auditors that firm’s assessment of our financial staff (including internal audit) and the adequacy and effectiveness of |
● | establishes and oversees procedures for the receipt, retention and treatment of complaints we receive regarding accounting, internal accounting controls, or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing ● review and approve in advance or ratify all related party transactions in accordance with the Company’s Corporate Governance Principles. |
The Audit Committee is currently composed of four directors: Mr. Hombach (Chair), Ms. Anderson,Mr. Alles, Dr. Heron, and Dr. Lawlis.Ho. The Board annually reviews the Nasdaq listing standards’ definition of independence for Audit Committee members and has determined that all members of our Audit Committee are independent (as independence is currently defined in Nasdaq Listing Rules 5605(c)(2)(A)(i) and (ii)). The Board has determined that Mr. Hombach qualifies as an “audit committee financial expert,” as defined in applicable SEC rules. The Board made a qualitative assessment of Mr. Hombach’s level of knowledge and experience based on a number of factors, including his prior experience as the Chief Financial OfficerCFO of public companies and his experience and education in finance. In making this determination with respect to Mr. Hombach, the Board relied on his past business experience. Please see the description of the business experience for Mr. Hombach under the heading“Nominees for Director.”
The Audit Committee is governed by a written charter adopted by the Board, which was last amended in February 2016.Board. The Audit Committee charterCharter can be found in the Corporate Governance section of the Investors section of our website atwww.bmrn.com. www.bmrn.com. Information on our website is NOT incorporated by reference in this Proxy Statement. The charter of the Audit Committee grants the Audit Committee full access to all of our books, records, facilities and personnel, as well as authority to obtain, at our expense, advice and assistance from internal and external legal, accounting or other advisors and consultants and other external resources that the Audit Committee considers necessary or appropriate in the performance of its duties.
As required by its charter, the Audit Committee conducts a self-evaluation at least annually. The Audit Committee also periodically reviews and assesses the adequacy of its charter, including the Audit Committee’s role and responsibilities, and recommends any proposed changes to the Board for its consideration.
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 | COMPENSATION COMMITTEE Chair: Elizabeth McKee Anderson Members:
Meetings Held in |
The Compensation Committee is responsible for:
● | reviewing and recommending to the Board changes to the compensation of our |
| CEO; ● | assisting the Board in its oversight of the development, implementation and effectiveness of our policies and strategies relating to our human resources function; |
● | overseeing our incentive compensation plans and equity-based plans; and |
● | preparing any report on executive compensation required by applicable rules and regulations. |
Among other duties and responsibilities, the Compensation Committee:
● | makes recommendations to the Board as to our general compensation philosophy and oversees the development and implementation of compensation programs (including salary, long-term incentives, bonuses, perquisites, equity incentives, severance arrangements, change of control related arrangements and other related benefits and benefit plans); |
● | makes recommendations to the Board regarding corporate performance goals and objectives relevant to the compensation of the |
● | evaluates, at least annually, the performance of the |
| CEO; ● | considers the results of the most recent say-on-pay vote in reviewing and making recommendations to the Board with respect to our incentive compensation plans and equity-based plans; |
● | reviews material compensation programs applicable to our employees generally; |
● | reviews and makes recommendations to the Board regarding compensation for non-employee members of the Board; |
● | oversees all incentive compensation plans and equity-based plans and discharges any responsibilities imposed on the Committee by these plans; |
● | discusses with management periodically, as it deems appropriate, reports from management regarding the development, implementation and effectiveness of our policies and strategies relating to its human resources function and our regulatory compliance with respect to compensation matters; |
● | reviews and periodically approves the benefits and perquisites provided to the |
● | reviews our incentive compensation arrangements to determine whether they encourage excessive risk-taking, and reviews and discusses at least annually the relationship between our risk management policies and practices and compensation; |
● | reviews and recommends to the Board for approval the frequency with which we will conduct say-on-pay votes; and |
● | produces and provides to the Board an annual report of the Committee on executive compensation for inclusion in our annual proxy statement in accordance with applicable rules and regulations. |
The Compensation Committee is currently composed of four directors: Mr. GreyMs. Anderson (Chair), Mr. Hombach, Dr. LewisLawlis and Dr. Pyott. Dr. Lewis will be stepping down from the Compensation Committee on the date of the Annual Meeting when his term as a director expires. The Board has determined that all members of our Compensation Committee are independent (as independence is currently defined in Nasdaq Listing Rule 5605(a)(2)).
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The Compensation Committee is governed by a written charter adopted by the Board, which was last amended in June 2016.Board. The Compensation Committee charterCharter can be found in the Corporate Governance section of the Investors section of our website atwww.bmrn.com. www.bmrn.com. Information on our website is NOT incorporated by reference in this Proxy Statement. The charter of the Compensation Committee grants the Compensation Committee full access to all of our books, records, facilities and personnel, as well as authority to obtain, at our expense, advice and assistance from internal and external legal, accounting or other advisors and consultants and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. In particular, the Compensation Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. Information regarding consultants engaged by the Compensation Committee is provided in the“Compensation Discussion and Analysis”section of this Proxy Statement.
Under the Compensation Committee charter,Charter, the Compensation Committee may, in its discretion, delegate its duties to a subcommittee or to the Chair of the Compensation Committee.
As required by its charter, the Compensation Committee conducts a self-evaluation at least annually. The Compensation Committee also periodically reviews and assesses the adequacy of its charter, including the Compensation Committee’s role and responsibilities, and recommends any proposed changes to the Board for its consideration.
The performance and compensation process and specific determinations of the Compensation Committee with respect to executive compensation for 20192021 and certain elements of compensation for 20192021 are described in greater detail in the “Compensation Discussion and AnalysisAnalysis” ” section of this Proxy Statement.
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Compensation Committee Interlocks and Insider Participation
During 2019,2021, the Compensation Committee was composed of Mr. GreyMs. Anderson (Chair), Mr. Hombach, Dr. LewisLawlis and Dr. Pyott. Mr. Michael Grey, a former director who resigned in accordance with our Director Resignation Policy following the 2021 Annual Meeting, also served as Chair of the Compensation Committee until his Board service ended. No member of our Compensation Committee has ever been an executive officer or employee of us or any of our subsidiaries. None of our executive officers currently serves, or has served during the last completed fiscal year, on the compensation committeeCompensation Committee or Boardboard of Directorsdirectors of any other entity that has one or more executive officers serving as a member of our Board or Compensation Committee. During 2019,2021, no members of our Compensation Committee had any relationships requiring disclosure by us under the SEC’sSEC��s rules requiring disclosure of certain relationships and related party transactions.
  | CORPORATE GOVERNANCE AND NOMINATING COMMITTEE Chair:Elaine J. Heron, Ph.D. Members:Elizabeth McKee Anderson, Willard Dere, M.D., David E.I. Pyott, M.D. (Hon.) Meetings Held in |
The CGN Committee is responsible for:
| The CGN Committee is responsible for: | |
● | overseeing the composition of the Board to ensure that qualified individuals meeting the criteria of applicable rules and regulations serve as members of the Board and its committees; |
● | overseeing the development and implementation of corporate governance principles, policies, codes of conduct and codes of ethics relating to the operation of the Board and its committees; |
● | making recommendations to the Board regarding such corporate governance issues; and |
● | keeping informed on issues related to corporate responsibility. |
Among other duties and responsibilities, the CGN Committee:
| Among other duties and responsibilities, the CGN Committee: |
● | identifies, reviews and evaluates individuals qualified to serve on the Board consistent with criteria approved by the Board as vacancies arise and seeks out nominees to enhance the diversity, expertise and independence of the Board; |
● | considers and assesses the independence of directors, including whether a majority of the Board continue to be independent from management in both fact and appearance, as well as within the meaning prescribed by the listing standards of Nasdaq; |
● | recommends potential director nominees for selection by the Board; |
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●
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| considers recommendations for Board nominees and proposals appropriately submitted by our stockholders; | |
● | develops and recommends to the full Board corporate governance policies, requirements, criteria and procedures, including policies and procedures to facilitate stockholder communications with the Board; |
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| performs an annual evaluation of the Board and each committee of the Board; | |
● | makes recommendations to the full Board concerning the appropriate size and needs of the Board, including regarding committees of the Board to be maintained or created and chairmanship and membership of the Board committees; |
● | at least annually, reviews and assesses our Corporate Governance Principles applicable to the Board and the Company and recommends to the Board from time to time any amendments to such principles; |
● | reviews and assesses our Global Code of Conduct and Business Ethics and Corporate Compliance and Ethics Program and recommends to the Board from time to time any amendments to such code and program; |
● | oversees and evaluates compliance by the Board and our management with our Corporate Governance Principles, Global Code of Conduct and Business Ethics and Corporate Compliance and Ethics Program |
● | reviews and approves all board memberships for a for-profit company, other commercial entity, or advisory board, for our |
● | implements, in conjunction with the Audit Committee, the internal audit function; |
● | establishes a toll-free telephone number for employees to anonymously report complaints relating to financial fraud, environmental hazards, illegal or unfair employment practices, and unethical behavior; |
● | reviews our non-financial risk management procedures for those areas deemed appropriate by the Committee; |
| and ● | recommends guidelines to the Board for corporate succession planning as it relates to our |
A detailed discussion of the CGN Committee’s procedures for recommending candidates for election as a director appears above under the caption“Identifying and Evaluating Candidates for Director.”
The CGN Committee is currently composed of four directors, each of whom is “independent” under the listing standards of Nasdaq. The members of the CGN Committee are Dr. Heron (Chair), Ms. Anderson, Dr. Dere and Dr. Pyott.
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PROPOSAL 1 ELECTION OF DIRECTORS
The CGN Committee is governed by a written charter adopted by the Board, which was last amended in December 2016.Board. The CGN Committee Charter and our Corporate Governance Principles can be found in the Corporate Governance section of the Investors section of our website atwww.bmrn.com. www.bmrn.com. Information on our website is NOT incorporated by reference in this Proxy Statement. The CGN Committee charterCharter complies with the guidelines established by Nasdaq. The charter of the CGN Committee grants the CGN Committee full access to all of our books, records, facilities and personnel, as well as authority to obtain, at our expense, advice and assistance from internal and external legal, accounting or other advisors and consultants and other external resources that the CGN Committee considers necessary or appropriate in the performance of its duties.
As required by its charter, the CGN Committee conducts a self-evaluation at least annually. The CGN Committee also periodically reviews and assesses the adequacy of its charter, including the CGN Committee’s role and responsibilities, and recommends any proposed changes to the Board for its consideration.
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 | SCIENCE AND TECHNOLOGY COMMITTEE Chair: Willard Dere, M.D.Members: Meetings Held in |
The Science and Technology Committee is responsible for assisting the Board in overseeing our operations. Among other duties and responsibilities, the Science and Technology Committee:
| ● | reviews matters relating to scientific capabilities and programs and reports to the Board regarding such review in order to help facilitate the Board’s oversight of our scientific technology, intellectual property portfolio and strategy and help promote our effective decision-making on science; |
● | reviews and considers management’s decisions regarding the allocation, deployment, utilization of, and investment in our scientific assets; and |
● | reviews and considers management’s decisions regarding acquiring or divesting scientific technology or otherwise investing in research or development programs. |
The Science and Technology Committee is currently composed of sixfive directors: Dr. Dere (Chair), Mr. Grey, Dr. Heron, Dr. Lawlis,Ho, Dr. LewisLawlis and Dr. Slamon. Dr. Lewis will be stepping down from the Science and Technology Committee on the date of the Annual Meeting when his term as a director expires.
The Science and Technology Committee is governed by a written charter which was adopted by the Board in December 2012.Board. The Science and Technology Committee charterCharter can be found in the Corporate Governance section of the Investors section of our website atwww.bmrn.com. www.bmrn.com. Information on our website is NOT incorporated by reference in this Proxy Statement. The charter of the Science and Technology Committee grants it the resources and authority to select, retain, terminate, and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate in the performance of its duties and responsibilities.
As required by its charter, the Science and Technology Committee conducts a self-evaluation at least annually. The Science and Technology Committee also periodically reviews and assesses the adequacy of its charter, including the Science and Technology Committee’s role and responsibilities, and recommends any proposed changes to the Board for its consideration.
Meetings of the Board of Directors
The Board oversees our business. It establishes overall policies and standards and reviews the performance of management. During the fiscal year ended December 31, 2019,2021, the Board held sixfive meetings. Each Board member attended 75% or more of the aggregate meetings of the Board and of the committees on which he or she served, held during the period for which he or she was a director or committee member, respectively.
Executive Sessions
Applicable Nasdaq listing standards require that the Independent Directors meet from time to time in executive session. In fiscal year 2019,2021, our Independent Directors met in regularly scheduled executive sessions at which only Independent Directors were present.
Attendance at Annual Meeting
It is our policy to request that all Board members attend the Annual Meeting of Stockholders. However, we also recognize that personal attendance by all directors is not always possible. All ten11 of the ten directors serving at11 director nominees for the time of the 20192021 Annual Meeting of Stockholders attended such meeting.
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Other Board Governance Information
Global Code of Conduct and Business Ethics
The CGN Committee regularly reviews our Global Code of Conduct and Business Ethics, which is applicable to all employees and directors, including our Chief Executive Officer, Chief Financial Officer,CEO, CFO, other executive officers and senior financial personnel. A copy of our Global Code of Conduct and Business Ethics is available in the Corporate Governance section of the Investors section of our website atwww.bmrn.com. www.bmrn.com. Information on our website is NOT incorporated by reference in this Proxy Statement. If we make any substantive amendments to our Global Code of Conduct and Business Ethics or grant any waiver from a provision of our Global Code of Conduct and Business Ethics to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website in accordance with the requirements of Item 5.05 of Form 8-K.
Transactions with Related Persons, Promoters and Certain Control Persons
Since January 1, 2019,2021, there has not been nor is there currently proposed any transaction or series of similar transactions to which we or one or more of our subsidiaries were or are to be a party in which the amount involved exceeds $120,000 and in which any director, executive officer, holder of more than 5% of our common stock, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest other than compensation agreements and other arrangements, which are described elsewhere in this Proxy Statement.
Review, Approval, and Ratification of Transactions with Related Parties
Our CGNAudit Committee has primary responsibility for reviewing and approving in advance or ratifying all related party transactions. Additionally, on at least an annual basis, the Audit Committee also reviews all identified related party transactions. In conformance with SEC regulations, we define related persons to include our executive officers, our directors and nominees to become a director of our company,Company, any person who is known to us to be the beneficial owner of more than 5% of any class of our voting securities, any immediate family member of any of the foregoing persons, and any firm, corporation or other entity in which any of the foregoing persons is employed, is a general partner or in which such person has a 5% or greater beneficial ownership interest.
We have several processes that we use to ensure that we identify and review all related party transactions. First, each executive officer is required to notify either our General Counsel or Chief Financial OfficerCFO of any potential transaction that could create a conflict of interest, and the General Counsel or Chief Financial OfficerCFO is required to notify the CGNAudit Committee of the potential conflict. The directors, Chief Executive Officer, Chief Financial OfficerCEO, CFO and General Counsel are required to notify the CGNAudit Committee of any potential transaction that could create a conflict of interest. Second, each year, we require our directors and executive officers to complete director and officer questionnaires identifying any transactions with us in which the executive officer or director or their family members have an interest.
The CGNAudit Committee reviews related party transactions due to the potential for such transactions to create a conflict of interest. A conflict of interest occurs when an individual’s private interest interferes, or appears to interfere, with our interests. Our Board or its committees only approve a related party transaction if it is determined that a transaction is in the best interest of the stockholders or is at least not inconsistent with those interests. This includes situations where the Company may obtain products or services of a nature, quantity or quality, or on other terms, that are not readily available from alternative sources or when the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party.
These policies and procedures are included in our Corporate Governance Principles, which are available in the Corporate Governance section of the Investors section of our website atwww.bmrn.com. www.bmrn.com. Information on our website is NOT incorporated by reference into this Proxy Statement.
Indebtedness of Directors and Executive Officers
We have a policy not to lend money to our directors or executive officers or associates of any director or executive officer. None of our directors or executive officers or associates of any director or executive officer is or at any time since January 1, 20192021 has been indebted to us.
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Summary of Independent Director Compensation
Our directors play a critical role in guiding our strategic direction and overseeing the management of BioMarin. The many responsibilities and risks and the substantial time commitment of being a director require that we provide adequate compensation commensurate with our directors’ workload and opportunity costs. Independent Directors receive a combination of annual cash retainers and RSU grants in amounts that correlate to their responsibilities and levels of Board participation, including service on Board committees. The Board reviews our Independent Director compensation levels and program design annuallybiennially for competitiveness against the confirmed executive compensation peer group (for 2019, the “2019 Peer Group” as set forth in “Compensation Discussion and Analysis—Compensation Adjustments and Peer Group Process” below). group.
To assist with the Board’s review, Mercer LLC, an independent compensation consultant (the Compensation Consultant), prepares a comprehensive annualbiannual assessment of our Independent Director compensation program. The assessment includes benchmarking director compensation against the same peer group used for executive compensation purposes, an update in recent trends in director compensation and a review of related corporate governance best practices. Specifically, in 2019,2020 (the most recent year for reviewing Independent Director compensation levels), the Compensation Consultant assessed the competitiveness of our director pay program relative to the 20192020 Peer Group (as disclosed in our Proxy Statement for the 2021 Annual Meeting) using a “typical director” profile approach. For this, the Compensation Consultant assumed a “typical director” profile as a director who is a non-chair member of the Audit Committee and the Chair of the Compensation Committee. The Compensation Consultant reviewed our Board and Committee governance structure as well as the total compensation for our non-employee directors relative to members of the 20192020 Peer Group. The Compensation Consultant noted that the total compensation for our “typical director” was positioned betweenat approximately the 20192020 Peer Group’s 25th percentile and median. After reviewing and discussing the Compensation Consultant’s report, the Board determined to make the changes to the annual cash compensation payable to members of the Audit Committee and Science and Technology Committees and annual equity award as described, but otherwise maintain the existing director pay structure and levels.
Highlights Pursuant to the biennial schedule, the Compensation Committee plans to next review Independent Director compensation in the second half of 2022. For more information regarding the Compensation Consultant, see the “Compensation Discussion and Analysis—Compensation Consultant” section of this Proxy Statement.
| ● | To align our directors’ interests with those of our stockholders, the annual equity award granted to non-employee directors, which vests in full on the date immediately prior to the date of the Company’s next regular annual meeting of stockholders (approximately on the one-year anniversary of the grant date), makes up the vast majority of total director compensation. |
| ● | To discourage short-term risk taking, |
| ● | To align director compensation with the duration of Board service, |
| ● | The annual cash compensation that the Company pays to its non-employee directors is based on their positions on the Board or the committees of the Board, and the Company does not compensate Board members on a per meeting basis. |
| ● | To align our directors’ interests with those of our stockholders, the Board approved stock ownership guidelines for our directors. In October 2020, the Compensation Committee increased the ownership guideline threshold for our directors to a value of stock equal to or greater than four times their cash retainers, up from three times. See the “Director and Officer Stock Ownership Guidelines” section of this Proxy Statement for a more detailed discussion of our stock ownership guidelines. |
| ● | The compensation levels for our directors (annual equity award and cash compensation) remain unchanged from the amounts reported in our Proxy Statements for the 2020 and 2021 Annual Meetings. |
| ● | We provide an annual limit on non-employee director compensation under the terms of the 2017 Plan. |
| ● | Our only employee director, Mr. Bienaimé, receives no separate compensation for his service as a director or Chair. |
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PROPOSAL 1 ELECTION OF DIRECTORS
Cash Compensation
The following table is a summary of the annual cash compensation payable to the Independent Directors in 2019.2021. Each applicable line item is an additional element of compensation.
| Director Position | Annual Cash Compensation(1) | ||
| All Independent Directors | $ | 65,000 | |
| Independent Chair of the Board (if applicable)(2) | |||
| (premium in addition to Independent Director membership retainer) | $ | 65,000 | |
| Lead Independent Director | |||
| (premium in addition to Independent Director membership retainer) | $ | 65,000 | |
| Audit Committee Member | $ | 13,500 | |
| Audit Committee Chair | |||
| (premium in addition to committee membership retainer) | $ | 13,000 | |
| Compensation Committee Member | $ | 10,000 | |
| Compensation Committee Chair | |||
| (premium in addition to committee membership retainer) | $ | 10,000 | |
| Corporate Governance and Nominating Committee Member | $ | 8,750 | |
| Corporate Governance and Nominating Committee Chair | |||
| (premium in addition to committee membership retainer) | $ | 10,000 | |
| Science and Technology Committee Member | $ | 10,000 | |
| Science and Technology Committee Chair | |||
| (premium in addition to committee membership retainer) | $ | 10,000 | |
| Director Position | Annual Cash Compensation(1) | |||
| All Independent Directors | $ | 65,000 | ||
| Independent Chair of the Board (if applicable)(2) (premium in addition to Independent Director membership retainer) | $ | 65,000 | ||
| Lead Independent Director (premium in addition to Independent Director membership retainer) | $ | 65,000 | ||
| Audit Committee Member | $ | 13,500 | ||
| Audit Committee Chair (premium in addition to committee membership retainer) | $ | 13,000 | ||
| Compensation Committee Member | $ | 10,000 | ||
| Compensation Committee Chair (premium in addition to committee membership retainer) | $ | 10,000 | ||
| Corporate Governance and Nominating Committee Member | $ | 8,750 | ||
| Corporate Governance and Nominating Committee Chair (premium in addition to committee membership retainer) | $ | 10,000 | ||
| Science and Technology Committee Member | $ | 10,000 | ||
| Science and Technology Committee Chair (premium in addition to committee membership retainer) | $ | 10,000 | ||
| (1) | The annual cash compensation that the Company pays to its Board members, other than Mr. Bienaimé, is based on their positions on the Board or the committees of the Board, and the Company does not compensate the Board members on a per meeting basis. |
| (2) | The Independent Chair of the Board line item was not applicable in |
Equity Compensation
The Board reviewed the director compensation program in 2015 and determined to transition fromuses a “fixed value” equity grant approach rather than a “fixed share” equity grant approach to a “fixed value” equity grant approach to better manage the Board’sboard’s equity competitiveness. We continued to useConsistent with the “fixed value” approach for the 2019 director equity grant.
Annual Award
Onawards granted in 2020 and 2021, on the date of our Annual Meeting of Stockholders, each re-elected director is granted RSUs valued at $400,000, based on the Black-Scholes model valuationwhich is converted to a number of shares using a 30-day trailing average closing price of our common stock. For RSUs granted before Februarythe date of the 2020 Annual Meeting of Stockholders, the shares of common stock subject to the RSUs vestvested in full on the one-year anniversary of the grant date, and for RSUs granted on or after Februarythe date of the 2020 Annual Meeting of Stockholders, the shares of common stock subject to the RSUs vest in full on the date immediately prior to the date of the Company’s next regular annual meeting of stockholders (approximately on the one-year anniversary of the grant date), in both cases, subject to each respective director providing services to the Company through the vesting date.
The annual award amounts and vesting schedules were approved by the Board in June 2015 and were modified by the Board in December 2016 to include the following: (i) the allocation between RSUs and stock options to purchase shares of our common stock shifted from forty percent (40%) RSUs and sixty percent (60%) stock options to a 50%/50% split, and (ii) the annual award equity grant value increased from $325,000 to $375,000. As a result of the Board’s annual review of the Independent Director compensation program as described above, in September 2017, the Board modified the annual equity grant to be awarded in RSUs only, eliminating the stock
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option component, and in September 2019, the Board increased the annual award equity grant value from $375,000 to $400,000. The annual equity award for a director who has served for less than a year is prorated to the nearest quarter. The stock options and RSUs continue to vest only while the director provides services to the Company. The exercise price per share of each of the stock options is 100% of the fair value of a share of our common stock on the date of the grant of the stock option. These stock options have a term of 10 years.
In fiscal year 2019, 44,3602021, 46,080 RSUs were awarded to the Independent Directors under our 2017 Plan in connection with annual awards to our directors. Our Board members are eligible to enroll in our Nonqualified Deferred Compensation Plan under which participants may elect to defer all or a portion of their fees and RSU awards otherwise payable to them, and thereby defer taxation of these deferred amounts until actual payment of the deferral amounts in future years. The table below lists actual compensation paid to each of the directors during 2019,2021, other than Mr. Bienaimé, who is also an NEO. Mr. Bienaimé’s compensation is described under the “Executive CompensationCompensation” ” section of this Proxy Statement. Mr. Bienaimé received no additional compensation for serving on our Board in 2019.2021.
| 2022 Proxy Statement | www.biomarin.com | 37 |
Initial AwardPROPOSAL 1 ELECTION OF DIRECTORS
As a result of the Board’s annual review of the Independent Director compensation program as described above, in September 2017, we also eliminated the initial equity award for new directors, and now new directors receive only an RSU grant on the same terms as the annual award, pro-rated to the nearest quarter for the time the new director will serve prior to our next Annual Meeting of Stockholders. Prior to September 2017, each Independent Director was granted an initial equity grant valued at $550,000, based on the Black-Scholes model valuation using a three-month trailing average closing price of our common stock, with such valuation allocated forty percent (40%) to RSUs and sixty percent (60%) to stock options to purchase shares of our common stock on the date that such person first becomes an Independent Director. The shares of common stock subject to the initial stock option grant and the initial RSU grant vest annually over three years. The initial award amounts and vesting schedules were approved by the Board in June 2015.
20192021 INDEPENDENT DIRECTOR COMPENSATION
| Name | Fees Earned ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Total ($) | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | |||||||||||||||
| Elizabeth McKee Anderson | 39,250 | 373,254 | – | 412,504 | 94,625 | 397,312 | 491,937 | |||||||||||||||
| Willard Dere, M.D. | 83,125 | 371,145 | – | 454,270 | 93,750 | 397,312 | 491,062 | |||||||||||||||
| Michael Grey | 94,375 | (4) | 371,145 | (4) | – | 465,520 | 47,500 | — | 47,500 | |||||||||||||
| Elaine J. Heron, Ph.D. | 105,875 | 371,145 | (4) | – | 477,020 | 107,250 | 397,312 | 504,562 | ||||||||||||||
| Maykin Ho, Ph.D. | 88,500 | 397,312 | 485,812 | |||||||||||||||||||
| Robert J. Hombach | 100,750 | 371,145 | – | 471,895 | 101,500 | 397,312 | 498,812 | |||||||||||||||
| V. Bryan Lawlis, Ph.D. | 87,125 | 371,145 | – | 458,270 | 89,250 | 397,312 | 486,562 | |||||||||||||||
| Alan J. Lewis, Ph.D. | 94,375 | 371,145 | – | 465,520 | ||||||||||||||||||
| Richard A. Meier | 139,375 | 371,145 | – | 510,520 | 140,125 | 397,312 | 537,437 | |||||||||||||||
| David E.I. Pyott, M.D. (Hon.) | 83,750 | 371,145 | – | 454,895 | 83,750 | 397,312 | 481,062 | |||||||||||||||
| Dennis J. Slamon, M.D., Ph.D. | 83,125 | 371,145 | – | 454,270 | 75,000 | 397,312 | 472,312 | |||||||||||||||
| (1) | The amounts in this column represent Director fees earned in 2021. Director fees are generally paid quarterly in arrears within four weeks after the close of a quarter. Accordingly, director fees earned in the fourth quarter of |
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| (2) | The amounts in this column reflect the aggregate grant date fair value computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (FASB ASC) Topic 718. The grant date fair value of the annual RSU grants made on |
| Name | RSU Awards | ||
| Elizabeth McKee Anderson | 5,120 | ||
| Willard Dere, M.D. | 5,120 | ||
| Michael Grey(3) | — | ||
| Elaine J. Heron, Ph.D. | 5,120 | ||
| Maykin Ho, Ph.D. | 5,120 | ||
| Robert J. Hombach | 5,120 | ||
| V. Bryan Lawlis, Ph.D. | 5,120 | ||
| Richard A. Meier | 5,120 | ||
| David E.I. Pyott, M.D. (Hon.) | 5,120 | ||
| Dennis J. Slamon, M.D., Ph.D. | 5,120 |
In September 2017, the Board modified the annual equity grant to be awarded in RSUs only, eliminating the stock option component. Accordingly, no stock options were granted to directors during 2021. The aggregate number of shares subject to stock option awards (from stock option grants made prior to September 2017) held by the Independent Directors listed in the table above as of December 31, 2021 was as follows:
| Stock Option | |||
| Elizabeth McKee Anderson | — | ||
| Willard Dere, M.D. | 14,790 | ||
| Michael Grey(3) | 27,750 | ||
| Elaine J. Heron, Ph.D. | 34,697 | ||
| Maykin Ho, Ph.D. | —(4) | ||
| Robert J. Hombach | — | ||
| V. Bryan Lawlis, Ph.D. | 36,250 | ||
| Richard A. Meier | 36,250 | ||
| David E.I. Pyott, M.D. (Hon.) | 13,230 | ||
| Dennis J. Slamon, M.D., Ph.D. | 24,300 |
| Mr. Grey’s Board service ended on May 25, 2021, the date of the 2021 Annual Meeting of Stockholders. | |
| (4) | Ms. Anderson, Dr. Ho and Mr. Hombach joined the Board after |
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| RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR BIOMARIN | ||
| The Audit Committee has selected KPMG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 and has further directed that management submit the selection of the independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. KPMG has served as our independent registered public accounting firm since June 11, 2002. Representatives of KPMG plan to attend the Annual Meeting and will be available to answer appropriate questions from stockholders and, although they do not expect to do so, they will have the opportunity to make a statement if they so desire. | ||
| Neither the Company’s Bylaws nor other governing documents or law require stockholder ratification of the selection of KPMG as the Company’s independent registered public accounting firm. However, the Board is submitting the selection of KPMG to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain KPMG. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interest of the Company and its stockholders. | ||
| Independent Registered Public Accounting Firm | ||
| The following is a summary of the fees and services provided by KPMG to the Company for fiscal years 2021 and 2020. | ||
Proposal No. Two: Ratification of the Selection of the Independent Registered Public Accounting Firm for BioMarin
The Audit Committee has selected KPMG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 and has further directed that management submit the selection of the independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. KPMG has served as our independent registered public accounting firm since June 11, 2002. Representatives of KPMG plan to attend the Annual Meeting and will be available to answer appropriate questions from stockholders and, although they do not expect to do so, they will have the opportunity to make a statement if they so desire.
Neither the Company’s Bylaws nor other governing documents or law require stockholder ratification of the selection of KPMG as the Company’s independent registered public accounting firm. However, the Board is submitting the selection of KPMG to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain KPMG. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interest of the Company and its stockholders.
Independent Registered Public Accounting Firm
The following is a summary of the fees and services provided by KPMG to the Company for fiscal years 2019 and 2018.
| Description of Services Provided by KPMG LLP | Year Ended December 31, 2019 | Year Ended December 31, 2018 | ||||||
| Audit Fees: | $ | 1,931,887 | (1) | $ | 2,133,059 | (1) | ||
| Audit Related Fees: These services relate to assurance and related services reasonably related to the performance of the audit or review of financial statements not included in Audit Fees above. | $ | 8,388 | (2) | $ | 15,000 | (2) | ||
| Tax Fees: These services relate to the preparation of federal, state and foreign tax returns and other filings, as well as to the area of tax strategy and minimizing Federal, state, local and foreign taxes. | $ | 241,753 | (3) | $ | 73,184 | (3) | ||
| All Other Fees: | $ | 37,806 | (4) | $ | 19,744 | (4) | ||
| Total Fees: | $ | 2,219,834 | $ | 2,240,987 | ||||
| Description of Services Provided by KPMG LLP | Year Ended December 31, 2021 | Year Ended December 31, 2020 | |||||||
| Audit Fees(1): | $ | 2,170,055 | $ | 2,911,674 | |||||
| Audit Related Fees(2): These services relate to assurance and related services reasonably related to the performance of the audit or review of financial statements not included in Audit Fees above. | $ | 0 | $ | 8,799 | |||||
| Tax Fees(3): These services relate to the preparation of federal, state and foreign tax returns and other filings, as well as to the area of tax strategy and minimizing Federal, state, local and foreign taxes. | $ | 56,280 | $ | 18,715 | |||||
| All Other Fees(4): | $ | 5,893 | $ | 5,887 | |||||
| Total Fees: | $ | 2,232,228 | $ | 2,945,075 | |||||
| (1) | Includes fees for non-routine transactions and comfort letters. | |
| (2) | Reflects fees for assurance services related to a subsidiary pension plan. | |
| (3) | Reflects fees for tax consulting. | |
| (4) | Reflects fees for assurance services not reasonably related to the performance of the audit or review the Company’s financial |
The Audit Committee has the sole authority to approve the scope of the audit and any audit related services as well as all audit fees and terms. The Audit Committee must pre-approve any audit and non-audit services provided by our independent registered public accounting firm. The Audit Committee will not approve the engagement of the independent registered public accounting firm to perform any services that the independent registered public accounting firm would be prohibited from providing under applicable securities laws, Nasdaq requirements or Public Company Accounting Oversight Board (PCAOB) rules. In assessing whether to approve the use of our independent registered public accounting firm to provide permitted non-audit services, the Audit Committee strives to minimize relationships that could appear to impair the objectivity of our independent registered public accounting firm. The Audit Committee will approve permitted non-audit services by our independent registered public accounting firm only when it will be more effective or economical to have such services provided by our independent registered public accounting firm than by another firm.
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| 39 |
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PROPOSAL 2: RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR BIOMARIN
The Audit Committee annually reviews and pre-approves the statutory audit fees that can be provided to the independent registered public accounting firm. Any proposed services exceeding pre-set levels or amounts requires separate pre-approval by the Audit Committee, although our ActingCFO and Chief FinancialAccounting Officer can approve up to an additional $100,000 in the aggregate for global statutory audits. In addition, any pre-approved services for which no pre-approved cost level has been set or which would exceed the pre-approved cost by an amount that would cause the aggregate $100,000 amount to be exceeded must be separately pre-approved by the Audit Committee.
The Audit Committee has delegated pre-approval authority to the Chair of the Audit Committee within the guidelines discussed above. The Chair of the Audit Committee is required to inform the Audit Committee of each pre-approval decision at the next regularly scheduled Audit Committee meeting.
All the services provided by KPMG during 20192021 were pre-approved in accordance with this policy.
 | |
 | THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL |
Report of the Audit Committee of the Board of Directors(1)
The Audit Committee has reviewed and discussed the audited financial statements of the Company with management of the Company. In addition, the Audit Committee has discussed with KPMG the matters required to be discussed by Auditing Standard No. 1301,Communications with Audit Committees, as adopted by the PCAOB. The Audit Committee has received from KPMG the written disclosures and the letter required by applicable requirements of the PCAOB regarding KPMG’s communications with the Audit Committee concerning independence and has discussed with KPMG the independence of KPMG from the Company and its management. Based on the foregoing, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2019.2021.
Respectfully submitted on February 24, 2020March 8, 2022 by the members of the Audit Committee of the Board of Directors:
Robert J. Hombach, ChairElizabeth McKee AndersonMark J. Alles
Elaine J. Heron, Ph.D.
Maykin Ho, Ph.D.V. Bryan Lawlis, Ph.D.
| (1) | The material in this report is not deemed “soliciting material,” is not deemed “filed” with the SEC, is not subject to Regulation 14A or 14C or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), and is not to be incorporated by reference into any filing of BioMarin under the Securities Act of 1933, as amended (the Securities Act), or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. |
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Executive OfficersEXECUTIVE OFFICERS
The following table sets forth certain information concerning our executive officers as of March 6, 2020.4, 2022.
| Name | Age | Position with BioMarin | ||
| Jean-Jacques Bienaimé | 68 | |||
| Jeff Ajer | 59 | Executive Vice President and Chief Commercial Officer | ||
| G. Eric Davis | 51 | Executive Vice President, General Counsel and Secretary | ||
| Henry J. Fuchs, M.D. | 64 | President of Worldwide Research & Development | ||
| C. Greg Guyer, Ph.D. | 60 | Chief Technical Officer and Executive Vice President of Global Manufacturing and Technical Operations | ||
| Brian R. Mueller | 48 |
There are no family relationships between any of our directors and any of our executive officers. The biographical information for Mr. Bienaimé is set forth above under “Proposal“Proposal No. One: Election of Directors – Nominees for Director.”
 | JEFF AJER |
Jeff Ajer joined BioMarin in August 2005 and currently serves as our Executive Vice President and Chief Commercial Officer. From October 2012 to January 2014, Mr. Ajer served as our Senior Vice President and Chief Commercial Officer. From April 2009 to October 2012, Mr. Ajer served as our Vice President, Commercial Operations, The Americas, where he had responsibility for commercial operations throughout the Americas and led product marketing, reimbursement, and sales operations for BioMarin. Prior to joining BioMarin, Mr. Ajer served in various roles at Genzyme Corporation (Genzyme) beginning in November 2003 and lastly as Vice President, Global Transplant Operations from December 2004 to August 2005. Mr. Ajer’s experience prior to Genzyme includes roles in sales, marketing and operations at SangStat Medical Corporation and ICN Pharmaceuticals, Inc. Mr. Ajer received both a B.S. in chemistry and an M.B.A. from the University of California, Irvine. Mr. Ajer is currently a director of Nektar Therapeutics, a public biopharmaceutical company.
 |
Joined BioMarin in |
Robert A. Baffi, Ph.D., joined BioMarin in May 2000 and currently serves as our President of Global Manufacturing and Technical Operations, responsible for overseeing our manufacturing, process development, quality, and analytical chemistry departments. From December 2009 to June 2019, Dr. Baffi served as our Executive Vice President of Technical Operations and from 2000 to December 2009, Dr. Baffi served as our Senior Vice President of Technical Operations. From 1986 to 2000, Dr. Baffi served in a number of increasingly responsible positions at Genentech, Inc., primarily in the functional area of quality control. Prior to Genentech, Dr. Baffi worked for Cooper BioMedical as a Research Scientist and at Becton Dickinson Research Center as a Post-Doctoral Fellow. Dr. Baffi has contributed to more than 20 regulatory submissions for product approval in the United States and Europe and to more than 50 regulatory submissions for investigational new drug testing. He currently serves on the board for the National Institute for Bioprocessing Research & Training. Dr. Baffi received a Ph.D., M. Phil and a B.S. in biochemistry from the City University of New York and an M.B.A. from Regis University.
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August 2005 Executive Vice President G. ERIC DAVIS G. Eric Davis joined BioMarin in March 2004 and currently serves as our Executive Vice President, General Counsel and Secretary. From December 2005 to March 2016, Mr. Davis served as our Senior Vice President, General Counsel and Secretary and from 2004 to December 2005, Mr. Davis served as our Vice President, General Counsel and Secretary. From 2000 to 2004, Mr. Davis worked in the San Francisco office of Paul Hastings LLP (formerly Paul, Hastings, Janofsky & Walker LLP), where he served on the firm’s national securities practice committee. Mr. Davis has represented public and private companies and venture capital and investment banking firms in a wide range of corporate and securities matters, mergers and acquisitions, strategic alliance matters, and intellectual property-related business transactions. His experience involves a variety of industries, including biotechnology and life sciences. Mr. Davis received a B.A. in political economy from the University of California, Berkeley, and a J.D. from the University of San Francisco School of Law. Joined BioMarin in March 2004 Executive Vice President, General Counsel and Secretary EXECUTIVE OFFICERS HENRY J. FUCHS, M.D. Henry J. Fuchs, M.D.,Table of ContentsExecutive Officers
G. ERIC DAVISJoined BioMarin in March 2004General Counsel and Secretary
2022 Proxy Statement | www.biomarin.com 41 Joined joined BioMarin in March 2009DevelopmentHenry J. Fuchs, M.D., joined BioMarin in March 2009 and currently serves as our President of Worldwide Research & Development. From December 2009 to October 2016, Dr. Fuchs served as our Executive Vice President and Chief Medical Officer. From March 2009 to December 2009, Dr. Fuchs served as our Senior Vice President and Chief Medical Officer. From September 2005 until December 2008, Dr. Fuchs served as Executive Vice President and Chief Medical Officer for Onyx Pharmaceuticals Inc., a biopharmaceutical company. Dr. Fuchs served as Chief Executive Officer for Onyx Pharmaceuticals Inc., a biopharmaceutical company. Dr. Fuchs served as CEO of Ardea Biosciences, Inc. from January 2003 until June 2005. Dr. Fuchs first joined Ardea Biosciences, Inc. as Vice President, Clinical Affairs in October 1996 and was appointed President and Chief Operating Officer in November 2001. From 1987 to 1996, Dr. Fuchs held various positions at Genentech, Inc. where, among other responsibilities, he led the clinical program that resulted in the approval of Pulmozyme, a therapeutic for cystic fibrosis. Dr. Fuchs was also responsible for the Phase III development program that led to the approval of Herceptin to treat metastatic breast cancer. Dr. Fuchs received an M.D. from George Washington University and a B.A. in biochemical sciences from Harvard University. Dr. Fuchs is currently a director of Mirati Therapeutics, Inc., a public biopharmaceutical company, and was formerly on the board of Genomic Health, Inc., a public molecular diagnostics company, until its acquisition by Exact Sciences in November 2019.
Joined BioMarin in
March 2009
President of Worldwide Research & Development
 C. GREG GUYER, PH.D. C. Greg Guyer, Ph.D, joined BioMarin in May 2020 and currently serves as our Chief Technical Officer and Executive Vice President of Global Manufacturing and Technical Operations, responsible for overseeing our manufacturing, process development, quality, supply chain, engineering and analytical chemistry departments. From 2015 to 2019, Dr. Guyer served in a number of positions of increasing responsibility at Bristol Myers Squibb (BMS), primarily leading all of operations and biologic development. Prior to BMS, Dr. Guyer worked for Merck & Co., Inc., from 1994 to 2015, leading various global organizations in biologic and pharmaceutical operations, quality, regulatory, emerging markets strategy and enterprise systems. He currently serves on the Board of Directors for the University of Georgia Research Foundation. Dr. Guyer earned his Ph.D. in analytical chemistry from American University, Bachelor of Science degree in chemistry from the University of Georgia and Master of Business Administration degree from Lehigh University. |
Joined BioMarin in May 2020 Chief Technical Officer and Executive Vice President of Global Manufacturing and Technical Operations |
BRIAN R. MUELLER Brian R. Mueller joined BioMarin in December 2002 and currently serves as our Executive Vice President, Finance and CFO. From March 2011 to June 2020 he served as our Chief Accounting Officer. From August 2016 to January 2020, Mr. Mueller served as our Senior Vice President, |
Brian R. Mueller joined BioMarin in December 2002 and currently serves as our Senior Vice President and Acting Chief Financial Officer. Since March 2011 he has also served as our Chief Accounting Officer. From August 2016 to January 2020, Mr. Mueller served as our Senior Vice President, Finance and from March 2014 to August 2016, Mr. Mueller served as our Group Vice President, Corporate Controller and from March 2009 to March 2014, Mr. Mueller served as our Vice President, Corporate Controller. Mr. Mueller isfrom March 2014 to August 2016, Mr. Mueller served as our Group Vice President, Finance and Corporate Controller. Mr. Mueller was a member of the board of directors of Anthera Pharmaceuticals, Inc., a previously public biopharmaceutical company where he also served as Chairman of the Audit Committee. Prior to joining BioMarin in 2002, Mr. Mueller worked for KPMG as a senior manager in the firm’s audit practice. Mr. Mueller joined KPMG after Arthur Andersen LLP ceased operations in June 2002, prior to which he spent seven years with Arthur Andersen LLP in the firm’s audit and business advisory services practice. Mr. Mueller received a B.S. in Accountancy from Northern Illinois University in DeKalb, Illinois, and is a member of the American Institute of Certified Public Accountants.
Joined BioMarin in December 2002 Executive Vice President, Finance and CFO |
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Proposal No. Three: Advisory Vote on Executive Compensation
The Company’s stockholders are entitled to vote to approve, on a non-binding advisory basis, the compensation of the Company’s NEOs as disclosed in this Proxy Statement in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), Section 14A of the Exchange Act, and SEC rules (commonly known as the “say-on-pay” vote). This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Company’s NEOs and the philosophy, policies and practices described in this Proxy Statement. At the 2017 Annual Meeting, consistent with the Company’s recommendation, stockholders holding a majority of our shares voted to recommend that the Company hold an annual advisory vote on the compensation of the NEOs. The Company has acted in accordance with the 2017 vote by including this proposal and intends to continue to hold an annual advisory vote on NEO compensation.
The compensation of the Company’s NEOs subject to the vote is disclosed in the “Compensation Discussion and Analysis,” compensation tables, and related narrative disclosure contained in this Proxy Statement. The Company’s compensation philosophy is to provide competitive overall compensation that attracts and retains top performers and aligns their interests with those of our stockholders. To achieve these goals, our compensation program is structured to:
| ADVISORY VOTE ON EXECUTIVE COMPENSATION | ||
| The Company’s stockholders are entitled to vote to approve, on a non-binding advisory basis, the compensation of the Company’s NEOs as disclosed in this Proxy Statement in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), Section 14A of the Exchange Act, and SEC rules (commonly known as the “say-on-pay” vote). This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Company’s NEOs and the philosophy, policies and practices described in this Proxy Statement. At the 2017 Annual Meeting, consistent with the Company’s recommendation, stockholders holding a majority of our shares voted to recommend that the Company hold an annual advisory vote on the compensation of the NEOs. The Company has acted in accordance with the 2017 vote by including this proposal and intends to continue to hold an annual advisory vote on NEO compensation. | ||
| The compensation of the Company’s NEOs subject to the vote is disclosed in the “Compensation Discussion and Analysis,” compensation tables, and related narrative disclosure contained in this Proxy Statement. The Company’s compensation philosophy is to provide competitive overall compensation that attracts and retains top performers and aligns their interests with those of our stockholders. To achieve these goals, our compensation program is structured to: | ||
| ● | provide total compensation and compensation elements that are competitive with companies with which we compete for |
| ● | provide a mix of compensation that offers (i) a market competitive base salary, (ii) annual incentive compensation based on achieving defined corporate goals within 12 months, and (iii) the opportunity to share in the long-term growth of our |
| ● | reward exceptional performance by individuals. |
Accordingly, the Board is asking the stockholders to indicate their support for the compensation of the Company’s NEOs as described in this Proxy Statement by casting a non-binding advisory vote “FOR” the following resolution:
“RESOLVED, that the Company’s stockholders hereby approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC, including theCompensation Discussion and Analysis, compensation tables and narrative discussion and any related material.”
The “Compensation Discussion and Analysis” section of this Proxy Statement contains more details on the Company’s executive compensation; we urge you to read it carefully before casting your vote on this proposal. Because the vote is advisory, it is not binding on the Company, the Board or the Compensation Committee of the Board. Nevertheless, the views expressed by our stockholders, whether through this vote or otherwise, are important to our management, the Board and the Compensation Committee. Our management, the Board and Compensation Committee intend to consider the results of this vote in making decisions about executive compensation arrangements and the Company’s executive compensation principles, policies and procedures.
Advisory approval of this proposal requires support of a majority of votes cast by the holders of shares present in person or represented by proxy and entitled to vote at the Annual Meeting.
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| Accordingly, the Board is asking the stockholders to indicate their support for the compensation of the Company’s NEOs as described in this Proxy Statement by casting a non-binding advisory vote “FOR” the following resolution: “RESOLVED, that the Company’s stockholders hereby approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and narrative discussion and any related material.” The “Compensation Discussion and Analysis” section of this Proxy Statement contains more details on the Company’s executive compensation; we urge you to read it carefully before casting your vote on this proposal. Because the vote is advisory, it is not binding on the Company, the Board or the Compensation Committee of the Board. Nevertheless, the views expressed by our stockholders, whether through this vote or otherwise, are important to our management, the Board and the Compensation Committee. Our management, the Board and Compensation Committee intend to consider the results of this vote in making decisions about executive compensation arrangements and the Company’s executive compensation principles, policies and procedures. The next scheduled advisory vote on executive compensation will be at the 2023 Annual Meeting. | ||
| Advisory approval of this proposal requires support of a majority of votes cast by the holders of shares present in person or represented by proxy and entitled to vote at the Annual Meeting. | ||
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL |
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LETTER FROM OUR COMPENSATION COMMITTEE
Letter from our Compensation Committee
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Dear BioMarin Pharmaceutical Inc. Stockholder:Stockholders:
We would like to thank you for your continued support of BioMarin. As directors and members of the Board’s Compensation Committee, we understand that we represent you, our stockholders,strive to design and we take our responsibilities very seriously. We continue to remain committed to developing an executiveimplement a compensation program that attracts, motivatesaligns pay and retains keyperformance, supports our financial and strategic goals and drives long-term value creation. We are focused on developing compensation practices that attract and retain senior executives critical to the Company’s success of our business and the creation of long-termappropriately incentivizes them to execute corporate strategy and create stockholder value. Our compensation program is structured to remain competitive with the companies with which we compete for talent, balance short- and long-term perspectives, reward exceptional individual and corporate performance and closely align the interests of our executives with those of our stockholders.
We are proud of BioMarin’s accomplishments in recent years, from both a financial and development perspective, and we believe our compensation program is designed to motivate our executives to continue the Company’s success. As in recent years, our revenues continued to climb in 2019, nearly doubling in five years from $890 million for fiscal year 2015 to over $1.7 billion for fiscal year 2019. We continued expanding our global commercial footprint with Palyzniq’s European approval in 2019, and our late-stage clinical product candidates like valoctocogene roxaparvovec for severe hemophilia A and vosoritide for achondroplasia recently achieved important regulatory and development milestones. Our development pipeline continues to produce earlier-stage, exciting potential therapies like two new gene therapies: BMN 307 for PKU and BMN 331 for hereditary angioedema, among others.
In 2019, we continued our active stockholder engagement efforts to ensure stockholder interests were incorporated into our planning process for the 2020 executive compensation program. Our outreach this past year followed our extensive outreach efforts in 2018, during which we sought to address concerns raised by stockholders after the disappointing outcome of our “say-on-pay” vote at our 2018 Annual Meeting of Stockholders. We believe the compensation changes we made in 2019 in direct response to stockholder feedback addressed many of the concerns raised by our investors, and we were pleased thatWhile our last say-on-pay proposal received support from 83%over 74% of the votes cast.cast, we were disappointed that our compensation program did not earn support from more of our stockholders. In 2020,response to the most recent say-on-pay vote results and feedback received during recent investor outreach efforts, we continueddedicated significant time and effort considering how to makefurther evolve our compensation program to address what we heard from our stockholders.
Looking Ahead: 2022 Compensation Design
In 2022, we made changes to our executive compensation program to further alignstrengthen the alignment between pay and performance and address feedback from stockholders.sharpen the focus on the Company’s most critical short- and long-term goals. The compensation design changes we made for the 2019 and 2020 executive2022 include:
| ● | Increased performance-based pay for the CEO: Continuing a trend we started in 2015 of making a greater proportion of NEO equity grants be performance-based RSUs, we increased the percentage of the CEO’s equity awards that are subject to performance conditions from 50% to 60%. |
| ● | Eliminated overlap of financial metrics used in the short-term and long-term incentive programs: We eliminated the overlap of financial metrics used in the annual cash incentive program and the performance-based equity awards by replacing the non-GAAP income performance-based awards with core operating margin performance-based awards measured over a 3-year performance period. |
| ● | Removed component of annual cash incentive program that allowed for Compensation Committee discretion to award funding above 100% for target performance: We removed the component of the annual cash incentive program that gave the Compensation Committee limited discretion to award up to an additional 20% of funding for value-creating activities, such as strategic acquisitions and divestitures. |
2021 Compensation Program
Our NEOs’ 2021 compensation programsreflects elements incorporated into our compensation program in recent years in direct response to stockholder feedback. These compensation design features, which are summarized below, are intended to reward performance over the long term and more complete descriptions are included inalign realized pay with the sectionexperience of this Proxy Statement titled “Proxy Overview—Stockholder Engagement,” and in the “Compensation Discussion and Analysis” section that follows this letter.our stockholders.
| ● | Increased performance-based |
| ● | Enhanced alignment of pay and stockholder experience: |
| ● | Incentivized long-term stockholder value: |
NEO pay in 2021 reflects our acknowledgement of stockholder experience and understanding that the Company faced setbacks in 2020, like the delay in the potential regulatory approval of valoctocogene roxaparvovec for severe hemophilia A. Based on this recognition, for 2021 pay we implemented salary freezes for all of our NEOs and reduced NEO annual equity awards compared to 2020 awards, including reductions of over 15% or $2.5 million for our CEO and over 20% or $1.5 million for our President of Worldwide Research & Development.
We listened carefully totake our stockholders’ feedback very seriously. Our hope is that you, our investors, and incorporated your feedback inwill see the changes we madecontinue to executive compensation.make to our compensation program as evidence that we are moving in the right direction and proof that we value your perspectives. We look forward to continuing the valuable dialogue with our stockholders which informs our designand helping BioMarin move forward with the support of an executive compensation program intended to drive BioMarin’s success and create long-term stockholder value.its investors.
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| Elizabeth McKee Anderson (Chair) | Robert J. Hombach | V. Bryan Lawlis, Ph.D | David E.I. Pyott, M.D. | |||
| (Hon.) |
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Compensation Discussion and Analysis
The following Compensation Discussion and Analysis provides information about our 20192021 compensation program for our NEOs: the individuals who served as our principal executive officer and principal financial officer at any point during fiscal year 2021 and the three other most highly-compensated executive officers as of December 31, 2019.2021. Each NEO’s compensation is set forth in the “Summary Compensation TableTable” ” and other compensation tables included in this Proxy Statement. Our NEOs for fiscal year 20192021 are:
| ● | Jean-Jacques Bienaimé, |
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| ● | Jeff Ajer, Executive Vice President and Chief Commercial Officer; |
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| ● | C. Greg Guyer, Ph.D., Chief Technical Officer and Executive Vice President of Global Manufacturing and Technical |
The Compensation Committee believes that our executive compensation program is designed to achieve our primary goal of providing appropriate incentives to attract and retain the executive talent necessary to advance our business of developing, manufacturing and commercializing innovative therapies for people with serious and life-threatening rare diseases and medical conditions and to increase stockholder value. 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 assume excessive risks.
2019 Business HighlightsKey Aspects of 2021 Executive Compensation: Strong Emphasis on Performance(1)
In 2019, we achieved over $1.7 billion in total revenues and reduced our GAAP Net Loss compared to 2018, while we concurrently made important advancements in our pipeline programs.
Our key accomplishments in 2019 included:
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Majority of CEO’s Target Total Compensation and Equity Compensation is Performance-Based
As shown in the table below, approximately 92% of our CEO’s total 2021 target compensation was variable and at-risk, with 50% being performance-based. In addition, 50% of our CEO’s target long-term incentive equity grant was in the form of performance-based RSUs (and the proportion was increased to 60% in 2022). The performance-based RSUs are based 50% on relative total shareholder return, 30% on strategic corporate goals and 20% on non-GAAP income, all measured over a three year performance period and will vest, if at all, at the end of the performance period subject to continued service. The other 50% of our CEO’s long-term incentive equity grant was split equally between stock options and time-based RSUs, both of which vest over a period of four years.
| Base Salary | Target Annual Incentive | Target Long-Term Incentive: Performance- Based RSUs | Target Long-Term Incentive: Options | Target Long-Term Incentive: Service- Based RSUs | Total | |||||||||||||||||||
| Jean-Jacques Bienaimé | $ | 1,260,000 | $ | 1,512,000 | $ | 6,750,000 | (1) | $ | 3,375,000 | (1) | $ | 3,375,000 | (1) | $ | 16,272,000 | |||||||||
| % of Target Total Compensation | 8 | % | 9 | % | 41 | % | 21 | % | 21 | % | 100 | % | ||||||||||||
| % of Target Long-Term Incentive Awards | N/A | N/A | 50 | % | 25 | % | 25 | % | 100 | % | ||||||||||||||
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| Based on equity award values before conversion to a number of RSUs and options using a 30-day trailing average closing price of our common stock, and for options, a Black-Scholes valuation. |
2021 Long-Term Incentive Equity: 50% Performance-Based for CEO, 50% for all other NEOs; Three-Year Performance Goals; Four Year Vesting of Options and RSUs
Like the CEO’s 2021 target equity grant, 50% of the 2021 target equity grant for our other NEOs is comprised of performance-based RSUs, and the other 50% is split equally between stock options and time-based RSUs. This enhances the strong link between pay and performance for our NEOs and the alignment of their interests with those of BioMarin and its shareholders. Furthermore, beginning in 2022, the financial performance metric used for the performance-based RSUs was core operating margin, which replaced non-GAAP income and eliminated any overlap with the metric used in the annual cash incentive plan.
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| 2022 Proxy Statement | |
EXECUTIVE COMPENSATION
Short-Term Annual Cash Incentive: Rigorous, Pre-Set Development Goals and Financial Goals; Payouts Reflecting Pay for Performance Alignment; Opportunity Commensurate with Goals
At the beginning of 2021, the Compensation Committee established Development Goals (which represented 60% of the total opportunity) and Financial Goals (40% of the total opportunity) under the annual cash incentive plan. The Development Goals included near-term value drivers, which were more heavily weighted, and mid-term value drivers, which had lower weightings. The near-term value drivers included regulatory process approval advances and regulatory approval in multiple markets, and the mid-term value drivers included clinical milestones or initiation of preclinical studies, pre-clinical decision-making and generating Phase 1 clinical trial top line data. We had very strong performance achievement on the near-term value drivers, a significant factor in the payout determination.
For the Financial Goals, the Compensation Committee established annual cash incentive plan targets for Managed Sales Revenue and Non-GAAP Income. These goals were considered rigorous, aggressive and challenging, attainable only with strong performance, and took into account the relevant opportunities and risks. The 2021 Managed Sales Revenue goal was set at $1,615 million, a 3% decrease from 2020 actual performance, and the Non-GAAP Income goal was set at $208 million, a 38% decrease from our actual 2020 performance, based on the forecasted impacts from the COVID-19 pandemic, the loss of U.S. market exclusivity for Kuvan with a corresponding increase in competition, and the delay in the potential regulatory approval of valoctocogene roxaparvovec for severe hemophilia A.
In 2021, despite these obstacles, we achieved very solid results on these Financial Goals. Based on exceeding the challenging targets, the Compensation Committee determined that the Company’s overall achievement on the Development and Financial Goals also substantially exceeded the target, with a corresponding payout level. However, in light of the Financial Goals (which represented 40% of the annual cash incentive opportunity) having been set lower than the prior year actual results, the Compensation Committee correspondingly lowered the CEO’s total compensation opportunity. Specifically, and also in recognition of the experience of our stockholders in 2020 and the Company’s focus on controlling expenses, the Compensation Committee froze our CEO’s salary and lowered the CEO’s target equity grant by 15%, or $2.5 million.
Peer Group: Rigorously Determined and Appropriate
Each year, the Compensation Committee reassesses the group of peer companies used as a reference point for evaluating executive compensation. In connection with determining the compensation of the CEO and other executive officers, in the second half of 2020, the Compensation Committee conducted a review of our peer group to ensure its continued appropriateness. The Compensation Committee gave careful consideration to the selection criteria, the range of values on such criteria and the companies included, ultimately determining that the companies listed below represented an appropriate and stable peer group. Consistent with best practices for corporate governance, the Compensation Committee has committed to review the peer group annually.
| 46 | |
EXECUTIVE COMPENSATION
REALIZABLE COMPENSATION ALIGNED WITH PERFORMANCE
As illustrated in the chart below, for our CEO’s equity grants made from 2019 through 2021, realizable compensation as of the end of 2021 is over 21% less than target at the time of grant. For the same period, realizable compensation for variable equity awards (options and performance-based RSUs (PRSUs)) is almost 30% less than target. We believe this reflects the strong alignment of our long-term incentive program with performance and stockholder experience.
CEO 3-Year Aggregate Equity Compensation (2019 – 2021)
Target vs. Realizable Compensation
($ Millions)
| (1) | | ||||
| Realizable long-term incentive program compensation represents the aggregate value as of December 31, 2021 of equity awards granted in 2019 through 2021, calculated using the closing price of our common stock on December 31, 2021. For Performance-based RSUs granted in 2019 that were earned as of December 31, 2021, the realizable bar includes the actual realized values. For Performance-based RSUs that were unearned as of December 31, 2021 because the applicable performance period was not complete, we calculated realizable value using the target number of RSUs for | this Proxy Statement. |
| 2022 Proxy Statement | | |||
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EXECUTIVE COMPENSATION
Recent Say-on-Pay Vote and Stockholder Feedback
Our stockholders’ views and opinions on our executive compensation practices are extremely important to us. As a stewardstewards of good corporate governance, our Compensation Committee evaluatesmembers evaluate the design of our executive compensation program based on market conditions, stockholder views, and other governance considerations. We regularly engage with our stockholders through open dialogue and direct individual communication on topics related to the business, financial performance, corporate governance, and compensation of the Company. For details regarding our stockholder outreach efforts specific to 2019,2021, please see the “Proxy Overview—Stockholder EngagementEngagement” ” section of this Proxy Statement. Stockholder feedback is important, and the information we glean from these engagements is highly valued. In recent years, the Compensation Committee considered this feedback in increasing the performance-based RSU component in the annual equity grants from 0% in 2014 to 50% of the total equity grant value in 2019 (up from 20%, 25%, 30% and 30% in 2015 through 2018, respectively).
As discussed elsewhere in this Proxy Statement, we sought feedback on our executive compensation program and made significant changes to our executive compensation program after the disappointing outcome of our “say-on-pay” vote at our 2018 Annual Meeting of Stockholders. We believe that the compensation changes we made in 2019recent years addressed many of the concerns raised by stockholders. We were pleased that our 2019 say-on-pay proposal received support from 83% of the votes cast, a significant increase from 56%stockholders, and in 2018. In 2020,2022, we continued to make changes to our executive compensation program to further align pay and performance and address feedback from stockholders. How we changedour investors. As described below, the evolution of our executive compensation and governance practices is in direct response to what we heard from our stockholders over the past two years is described below:stockholders:
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| More of long-term compensation should be performance-based, rather than time-based. |
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●Realized executive compensation should more closely correlate with stockholder experience. ●Executives should be incentivized for short-term and long-term | |
| success while not being rewarded twice for the same achievements.
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| should not exceed 100% unless performance exceeds fixed, predetermined targets.
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| More details should be provided regarding the development goals underlying the annual cash incentive program. | Steadily increased percentage of performance-based equity awards ● Increased the proportion of our NEOs’ equity grants in Tripled duration of performance period for performance-based equity awards ● Since 2020, 3-year performance periods are used for all performance-based equity awards, instead of 1-year performance periods used previously. Tied large percentage of performance-based equity awards to relative total shareholder return ● Since 2019, 50% of performance-based equity awards are based on relative total shareholder return as compared to the Nasdaq Biotechnology Index. For our CEO’s 2022 equity grant, 50% of his performance-based equity awards continue to be based on relative total shareholder return, which means 30% of our CEO’s 2022 equity awards are based on relative total shareholder return (up from 25% in 2021). Eliminated overlap of financial metrics used in short-term and long-term incentive programs ●In 2022, we eliminated the overlap of financial metrics used in the annual cash incentive program and Eliminated component of annual cash incentive program that allowed for limited Compensation Committee discretion to award funding above 100% for target performance ●For the 2022 annual cash incentive program, we removed the component that gave the Compensation Committee discretion to award up to an additional 20% of funding for value-creating activities, such as strategic acquisitions and divestitures. Enhanced proxy statement disclosure regarding metrics underlying annual cash incentive program ● Beginning in 2019, we included significantly more detail regarding achievement of development goals for each clinical and pre-clinical program underlying the annual cash incentive program. In this Proxy Statement, we further enhanced disclosure regarding achievement of development goals. |
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EXECUTIVE COMPENSATION
Highlights of Compensation Policies and Practices
Our Compensation Committee and Board have implemented compensation policies and practices designed to enhance governance of our executive compensation program and further our compensation objectives. These policies and practices include:include those listed below, and more information about many of these items can be found elsewhere in this Proxy Statement.
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Annual Advisory | Our Board elected to hold an annual advisory say-on-pay vote, consistent with the preference of our stockholders as expressed in response to our “say on frequency” proposal at our 2017 Annual Meeting. The Compensation Committee considers the outcome of the advisory vote in making compensation decisions. | |
Compensation CommitteeOversight; | The Compensation Committee regularly meets in executive sessions without management present. | |
| Our 2017 Plan, which the stockholders approved at our 2017 Annual Meeting, contains a number of features that represent good corporate governance, including a limit on non-employee director compensation and restrictions on payment of dividends on unvested shares, among other stockholder-favorable features. | |
Independent CompensationCommittee | The Compensation Committee is composed solely of Independent Directors. | |
Independent CompensationConsultant | The Compensation Committee has engaged an independent compensation consultant for advice on topics related to the Board and NEO compensation. The independent compensation consultant reports directly to the Compensation Committee, which has sole authority to direct the consultant’s work. | |
Policy Against Tax Gross-Ups | In March 2015, the Compensation Committee formally adopted a policy against granting excise tax gross-ups to executives going forward. In December 2016, our CEO voluntarily forfeited his right to income tax gross-up payments in connection with a change in control as provided in his then-current employment agreement. | |
Clawback Policy | Our Policy for Recoupment of Incentive Compensation, | |
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| Prohibition Against Hedgingand Pledging of Securities | Our trading policy prohibits directors and employees from engaging in short sales, transactions in put or call options, hedging transactions or other speculative transactions in our stock or engaging in pledges or margin | |
| Prohibition on Stock OptionRepricing | Our equity incentive plans prohibit stock option repricing without stockholder approval. | |
| Risk Management | Our executive compensation policies are structured to discourage inappropriate risk-taking by our executives. The “Compensation Risk | |
| Securities Trading Policy | We maintain a comprehensive securities trading policy which provides, among other things, that our employees who possess material non-public information may not disclose, or trade while in possession of, such information or buy or sell our securities during any designated blackout period. Individuals classified as “Designated Insiders” (which include our NEOs) may not buy or sell our securities at any time without prior approval, except for sales under approved Rule 10b5-1 trading plans. | |
| Stock Ownership Guidelines | We have established stock ownership guidelines for our executives to increase the link between the interests of executives and those of stockholders.In 2021, we doubled our CEO’s stock ownership guideline threshold to six times his base salary, up from three times. | |
| Transparent Equity GrantingProcess and Practices | The Compensation Committee grants equity awards annually to eligible employees according to a regular, pre-set schedule. |
Compensation Risk Assessment
We believe that risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on the Company. In addition, the Compensation Committee believes that the mix and design of the elements of executive compensation do not encourage management to assume excessive risks.
The Compensation Committee, with the assistance of the Compensation Consultant, extensively reviewed the elements of executive compensation to determine whether any portion of executive compensation encouraged excessive risk taking and concluded:
Furthermore, as described later in this“Compensation Discussion and Analysis”section, compensation decisions include subjective considerations to moderate the effects that formulae or objective factors might have on excessive risk taking.
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EXECUTIVE COMPENSATION
Compensation Objectives and Philosophy
We believe that the leadership of our executive team has been instrumental to our success in 20192021 and prior years, and that an executive compensation program that attracts, motivates and retains key executives is critical to the success of our business and to creating long-term stockholder value. Our compensation program is structured to achieve the following main objectives:
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To realize these objectives, we use a balance of compensation elements and benefits, which are summarized in the table below and discussed in detail under “Elements of Compensation Package.”below. The focus of our compensation program is on total direct compensation opportunity (base salary, annual incentive compensation and long-term incentive compensation), with an explicit role for each element.
| Purpose | ||||||||
| Compensation Element | Market Competitiveness and Retention | Balance Short- and Long-Term Perspectives | Performance | Stockholder Alignment | ||||
| Base Salary |   | | ||||||
| Annual Cash Incentive | | | | | ||||
| Equity Grants | | | | | ||||
| Limited Perquisites and Other Personal Benefits | | |||||||
| Potential Severance Benefits | | | ||||||
The Compensation Committee considered each of our compensation objectives in determining the 20192021 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 lengthy time period 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. 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.
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EXECUTIVE COMPENSATION
In 2019,2021, the compensation of our Chief Executive Officer,CEO, Mr. Bienaimé, and the other NEOs consisted primarily of performance-based cash compensation and long-term incentives. For 2019, at risk, performance-basedAs shown below, for 2021, at-risk compensation (annual cash incentivesincentive and equity awards, measured at target achievement) accounted for 93% of the total direct compensation of our Chief Executive OfficerCEO and 90%86% of the average total direct compensation of our other NEOs. In addition, during 2019,2021, 80% of the total direct compensation of our Chief Executive OfficerCEO and 80%75% of the average total direct compensation of our other NEOs was delivered through long-term incentives (stock option awards and Performance-Based and Service-Based RSUs).
CEO TOTAL COMPENSATION MIX IN 20192021(1)
OTHER NEOs’NEOS’ TOTAL COMPENSATION MIX IN 20192021(1)(2)
| (1) | Each percentage is calculated as a percentage of total compensation set forth in the |
| (2) | Percentages calculated based on sum of |
Compensation Adjustments
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 qualification and 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.
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Peer Group Process
The Compensation Committee, with the support of the Compensation Consultant and management, reviews trends in biotechnology company compensation practices and reviews and approves the list of peer companies used in the later stages of the process. The Compensation Committee seeks input from management and the Compensation Consultant to ensure the peer group is consistent with our current business model. The Compensation Committee evaluates the criteria used in establishing the peer group to ensure that it appropriately represents the companies competing with us to attract and retain the best employees, whichwho are necessary to drive long-term stockholder value.
The listselection of peer group companies is based on various factors including size, market capitalization, development stage, product revenue and product focus. The peer group companies used to set executive compensation for 20192021 (the 20192021 Peer Group) included commercial biotechnology and specialty pharmaceutical companies with the following features:
| business models with a therapeutic focus and development stage product candidates | revenue generally between $1.0 billion and $5.0 billion | located predominantly in major biotechnology centers |
The Compensation Committee sets the ranges for the criteria to ensure that it will capture a broad set of companies. The Compensation Committee believes that this provides the best long-term trend data and minimizes year-to-year changes caused by excessive numbers of companies being added or removed due to acquisitions or product successes or failures or other major corporate events. The following table presents the companies that make up the 2019 Peer Group, which has remained unchanged since 2016 (other than the elimination of Medivation, Inc., which was acquired by Pfizer Inc. in 2016).
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| 2022 Proxy Statement | ||
EXECUTIVE COMPENSATION
The Compensation Committee deliberately did not include in the 20192021 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 (for example, high gross margins and significant R&D expenses) |
As shown below, when comparing BioMarin against the companies making up its 2019The 2021 Peer Group (using data as of December 31, 2019), our number of employees falls between the median and the 75th percentile, our revenue falls between the 25th percentile and median, our market capitalization is approximately at the median, our total shareholder return (TSR) over the most recent 1 year is between the 25th percentile and the median and our TSR over the most recent 3 and 5 years is approximately at the median.below:
| Employees | Revenue (in millions) | Market Capitalization (in millions) | 1-Year TSR | 3-Year TSR (annualized) | 5-Year TSR (annualized) | |||||||
| 75th Percentile | 3,150 | $4,784 | $36,770 | 36% | 25% | 9% | ||||||
| 50th Percentile (Median) | 1,928 | $2,160 | $15,824 | 16% | 2% | -1% | ||||||
| 25th Percentile | 1,356 | $1,135 | $5,010 | -14% | -12% | -9% | ||||||
| BioMarin | 3,001 | $1,704 | $15,187 | -1% | 1% | -1% | ||||||
| BioMarin Percentile Rank | 62% | 41% | 49% | 30% | 46% | 49% |
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| Alexion Pharmaceuticals, Inc. | Regeneron Pharmaceuticals, Inc. | |||
| Incyte Corporation | Seagen Inc. | ||
| Alnylam Pharmaceuticals, Inc. | Ionis Pharmaceuticals | United Therapeutics Corporation | ||
| Biogen Inc. | Jazz Pharmaceuticals plc | Vertex Pharmaceuticals Incorporated | ||
| Neurocrine Biosciences, Inc. |
The Compensation Committee also reviews the compensation levels and disclosed program design for executives of Amgen, Inc., Biogen Inc., Celgene Corporation, and Gilead Sciences, Inc., as we regularly compete with these companies for employees, particularly for senior positions. However, we generally do not use compensation data from these companies in making pay decisions that directly impact the Chief Executive OfficerCEO or other NEO positions because these companies’ revenues and market capitalizations are significantly higher than BioMarin’s.
After the list of peer companies is approved, management presents recommendations to the Compensation Committee with recommendations regarding proposed adjustments to compensation elements and a variety of supporting data, including compensation information from the peer group and the Radford Global Life Sciences Compensation survey and additional survey sources from the Compensation Consultant. This is presented individually for each executive officer, including the NEOs, and based on classes of positions for all other employees. Management and the Compensation Consultant each include significant supporting data with the presentation. These recommendations are discussed with and without management present and are discussed with the Compensation Consultant. The Compensation Committee then determines what, if any, adjustments to the compensation elements are appropriate for employees other than the Chief Executive Officer.CEO.
The Compensation Committee also reviews market information provided by the Compensation Consultant, considers the Chief Executive Officer’sCEO’s performance and experience and makes recommendations for adjustments to the Chief Executive Officer’sCEO’s compensation. These discussions are conducted in executive sessions without involvement by management. The Compensation Committee then presents the recommendations for the Chief Executive OfficerCEO to the Board for consideration and approval. The Board must approve each of the Chief Executive Officer’sCEO’s individual compensation elements.
Elements of 20192021 Compensation
Our executive compensation program consists of the following three principal components:
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EXECUTIVE COMPENSATION
The Compensation Committee establishes a mix of current, short-term and long-term incentive compensation, and cash and non-cash compensation, that it believes is appropriate to achieve the goals of our executive compensation program and our corporate objectives, as described above. Generally, the percentage of compensation at risk, either in the form of annual cash incentive or equity compensation, is higher for more senior employees than for those with more limited responsibility, with our executive officers having the highest percentage of their total compensation at risk and allocated to equity compensation. We believe this is appropriate as the more senior employees have more influence over whether we achieve our strategic imperatives and long-term goals. In early 2019, we continued our move to enhance the link between pay and performance by increasing the proportion of performance-based equity we grant from 30% to 50% of the total equity grants for our NEOs, as shown in the graph below.
2014 TO 2019: INCREASING NEO PERFORMANCE-BASED EQUITY AWARDS
Base Salary
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. We also believe that attractive base salaries can motivate and reward executives for their overall performance.
Merit-based increases in base salary for all of our executive officers, other than our Chief Executive Officer,CEO, are approved by the Compensation Committee based on aan assessment of their performance and recommendation fromby the Chief Executive Officer.CEO. Any merit-based increase in base salary for our Chief Executive OfficerCEO is approved by the Board and based on an assessment of his performance and a recommendation by the Compensation Committee and a review by the Compensation Committee of the base salarysalaries of chief executive officersCEOs in our peer group.
2019 and 20202021 Salaries
In reviewing our 20182020 performance and its impact on salary increases in 2019,2021, the Compensation Committee considered the following: effortsdespite the impacts from the COVID-19 pandemic and other challenges to our business in advancing2020, achieving over 9% growth in total BioMarin revenues and increasing non-GAAP income(1) as compared to 2019 and achieving product development milestones for our development programs, particularly our achievements in gaining regulatory approval of Palynziq in the U.S.then-clinical-stage program for Voxzogo (vosoritide), advancing valoctocogene roxaparvovec, vosoritide and our continued revenue growth and expense control.among other factors. The Compensation Committee also considered budget constraints as we continuethe Company’s focus on controlling expenses while continuing to aggressively invest our cash flowface headwinds from operations into our
Tablethe COVID-19 pandemic, loss of Contents
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development programs,U.S. market exclusivity for Kuvan and a delay in the competitive marketpotential regulatory approval of valoctocogene roxaparvovec for recruiting and retaining top talent in our industry.severe hemophilia A. Each NEO iswas also individually evaluated based on tenure, performance and other factors specific to the NEO. Based on the Company’s 2018 performance,Despite many corporate and personal achievements of our NEOs in December 2018,2020, in March 2021, the Board and Compensation Committee approvedfroze our NEOs’ salaries in recognition of the 2019 salary adjustments forexperience of our NEOs as shown below, which became effectivestockholders and Company setbacks in March 2019.
In addition, based on the Company’s strong 2019 performance as outlined in“2019 Business Highlights”above, including achieving over $1.7 billion in total revenues, increasing non-GAAP income(1) and narrowing GAAP loss, gaining regulatory approval of Palynziq in the EU, and achieving product development milestones, the Compensation Committee approved the 2020 salary adjustments shown below, which became effective in March 2020.
| 2020 Salary Adjustments Effective March 2020 | 2019 Salary Adjustments Effective March 2019 | |||||||||
| Name | 2020 Salary($) | Increase from 2019 | 2019 Salary($) | Increase from 2018 | ||||||
| Jean-Jacques Bienaimé | ||||||||||
| Chief Executive Officer | 1,260,000 | 4.1% | 1,210,000 | 4.3% | ||||||
| Daniel Spiegelman | ||||||||||
| Former Executive Vice President and Chief Financial Officer | N/A | (2) | N/A | (2) | 625,000 | 4.2% | ||||
| Jeff Ajer | ||||||||||
| Executive Vice President, Chief Commercial Officer | 610,000 | 4.3% | 585,000 | 4.5% | ||||||
| Robert Baffi | ||||||||||
| President, Global Manufacturing & Technical Operations | 620,000 | 6.0% | 585,000 | 4.5% | ||||||
| Henry Fuchs | ||||||||||
| President, Worldwide Research & Development | 750,000 | 7.1% | 700,000 | 3.7% | ||||||
| 2021 Salary Adjustments Effective March 2021 | ||||
| Name | 2021 Salary($) | Increase from 2020 | ||
| Jean-Jacques Bienaimé CEO | 1,260,000 | 0% | ||
| Brian R. Mueller Executive Vice President, Finance and CFO | 600,000 | 0% | ||
| Jeff Ajer Executive Vice President and Chief Commercial Officer | 610,000 | 0% | ||
| Henry J. Fuchs, M.D. President of Worldwide Research & Development | 750,000 | 0% | ||
| C. Greg Guyer, Ph.D. Chief Technical Officer and Executive Vice President of Global Manufacturing and Technical Operations | 600,000 | 0% | ||
| (1) |
| 2022 Proxy Statement |
EXECUTIVE COMPENSATION
Annual Cash Incentive
General Principles and the 20192021 Program
We maintain a company-wideCompany-wide annual cash incentive program under which awards are generally based on corporate and individual performance. Our program has one annual cash incentive pool, so we dowhich is not separately fund formalseparated into corporate and individual performance pools. We believe this allows for more managerial discretion Company-wide in determining individual annual cash incentives company-widebased on performance and encourages employees at all levels to focus on achieving corporate goals. The Compensation Committee’s assessment of achievement of the corporate goals determines the funding of the one cash incentive pool. The annual cash incentive is paid in the first quarter of each year, based on the Company’s and each employee’s performance in the prior year.
The annual cash incentive program, including corporate goals and target payouts by level, is generally reviewed and approved by the full Board in December at the time the Board considers the budget for the following year. The goals are prepared in an interactive process in which the Compensation Committee works with the Chief Executive OfficerCEO and other members of management to develop corporate performance goals that are set at levels that the Compensation Committee believes management can reasonably achieve if we, as a whole, execute on our business plan. The corporate goals are designed to reward specific activities that the Board and Compensation Committee believe will enhance long-term stockholder value by providing a foundation that will enable us to realize our long-term strategic plan. In setting these goals, the Compensation Committee seeks to provide appropriate annual incentives to achieve operational goals that directly support our longer-term goals of commercialization ofcommercializing new products and our long-term profitability. We feel that this type of structure motivates executives to challenge their teams to not only meet but exceed goals that ultimately create value for our stockholders. However, because many of the goals, particularly the development goals, are tied to activities intended to enhance long-term stockholder value, the achievement of any particular goal may not have a meaningful impact on our valuation during the cash incentive year.
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As in previous years, the cash incentive pool was determined by two main categories of corporate performance, achievement of financial goals and achievement of goals for our development programs during the measurement year. Each year, we determine the allocation of the target annual cash incentive between financial goals and development goals while recognizing that current and future stockholder value is dependent on the success of each element of our business, but that over the one-year performance period of the annual cash incentive program, one aspect may be more important than the other. In recognition of the importance of our clinical programs, we allocated the annual cash incentive 40% to financial goals and 60% to development goals, which is the same allocation used in 2018. We2020. For the 2021 program (but not the 2022 program, as described below), we continued to include a feature that we added in 2015: the opportunity for an extra 0-20% of weighting for goal achievement for value-creating activities, such as strategic acquisitions and divestitures, which would be awardable only if at least 80% of the financial and development goals were achieved. Accordingly, the total possible weighting of performance goals for the 20192021 cash incentive equaled 120%, the same as in 2018.2020.
LOOKING AHEAD: THE 2022 PROGRAM For the 2022 annual cash incentive program, we removed the component described above that gave the Compensation Committee limited discretion to award funding above 100% for target performance by including up to an additional 20% of funding for value-creating activities. We made this change in direct response to feedback received from our stockholders. |
Financial GoalsFINANCIAL GOALS
With respect to the financial goals for the 2021 annual cash incentive program, the revenue goal payout for the annual cash incentive program was based on an accelerated scale as in 2018,(as it has been since 2018) to emphasize the importance of revenue growth to the Company, to recognize the difficulty in exceeding the sales revenue goal and to be consistent with many of our peers. To incentivize cost control, progress toward GAAP profitability, and increased non-GAAP profitability, the R&D expense and SG&A expenseother financial metric under the annual cash incentive program is a non-GAAP income goal). Like the revenue goal payout, was basedthe non-GAAP income payout is also determined on an accelerated scale instead of the traditional sliding scale used beforefor the annual cash incentive program prior to 2017. The thresholdmaximum funding level remained at 50% (previously lowered from 70% in 2016) and the maximum funding levelfor both financial goals remained at 200% in 2019 (previously increased from 150% in 2016) to remain2021, which is competitive with peer company practices and serveserves as a valuable incentive for employees and a tool for recruitment and retention. The Compensation Committee set the 2021 program financial goal targets at a level that it considered rigorous, aggressive and challenging, attainable only with strong performance, and that took into account the relevant opportunities and risks; these targets, however, were lower than those in the 2020 program because of forecasted impacts from the COVID-19 pandemic, the loss of U.S. market exclusivity for Kuvan with a corresponding increase in competition, and the delay in the potential regulatory approval of valoctocogene roxaparvovec for severe hemophilia A. See the “2021 Program Goals and Results” table below for details on the payout scales for the financial goals.goals, including threshold, target and maximum achievement levels.
| Financial Goal | Threshold Achievement Level | Threshold Funding % | Target Achievement Level | Target Funding % | Maximum Achievement Level | Maximum Funding % | ||||||
| Managed Sales Revenue(1)of $1,566 million | Revenue at least 75% of Target | 50% | Revenue 100% of Target | 100% | Revenue of 125% of Target | 200% | ||||||
| R&D and SG&A Expenses(2)of $1,200 million | Expenses no more than 110% of Target | 80% | Expenses 100% of Target | 100% | Expenses of 80% Below Target | 200% |
Development GoalsDEVELOPMENT 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 FDAU.S. Food and Drug Administration (FDA), European Medicines Agency (EMA) or similar regulatory agencies, achieving manufacturing targets, completing research programs, and similar events. We have not disclosed the specific program expectations as they are based on various strategic elements, each of which is confidential. The Compensation Committee has determined that disclosure of the goals could result in competitive harm to us. At the time the development goals are set, the Compensation Committee establishes the target levels for each of the goals to be reasonable “stretch” goals, with a maximum payout only in the event of superior performance.
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EXECUTIVE COMPENSATION
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:
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| ● | our effectiveness in advancing the development of a program and our portfolio as a whole; |
| ● | our effectiveness in adapting to new data generated or other changes to the assumptions implementing the original development plan; and |
| ● | the overall value created by the development efforts. |
Based on this assessment, the Compensation Committee determines a percentage payout attributable to our development efforts. Similar to the financial goals, the performance rating can be up to 200% of target. However, if the Compensation Committee determines that the development performance does not meet a minimum achievement level, no annual cash incentive associated with the development programs will be paid. NotwithstandingSee the calculated annual cash incentive amount,“2021 Program Goals and Results” table below for details regarding the Compensation Committee has discretion to modify payouts for any particular goal or annual cash incentive pool in total as it deems appropriate based on factors such as the actual impact of development efforts in enhancing long-term stockholder value.
We believe this process provides the greatest incentive to management and all employees to maximize the value of our development efforts and adapt to changing circumstances dictated by data generated, corporate development activities or other events. In the past, we have used firm goals established at the beginning of a year, but the Compensation Committee believes that firm goals may not appropriately recognize the fluid nature of drug development and could lead to unintended consequences. For example, if scientific findings suggest that it would be in the best interest of the Company to terminate a program, the goal related to that program may be removed and otherspecific program goals may be substituted.that were established and achieved and what achievement level (threshold, target, or exceed) such performance constituted.
The table below describes our financial, development and value-creating activities goals for the cash incentive for 20192021 and our actual performance against those goals. During our stockholder outreach in recent years, some investors requested we provide greater detail regarding the development goals for each clinical and pre-clinical program underlying the annual cash incentive program. As a result of such feedback, belowstarting last year and continuing for this Proxy Statement, we have provided significantly more detail regarding the development goals than we have historically provided. For this Proxy Statement, we included even more detail regarding assessment of the achievement of development goals by specifying criteria for payout at threshold, target or exceed levels and specifying deadlines for each goal. We believe providing any further detail could lead to competitive harm.
2019 PROGRAM GOALS AND RESULTS2021 Program Goals and Results
| Goal | Weight (% of Target Incentive) | Actual Result | Pool Contribution(1) (%) | ||||||
| Financial Goals | |||||||||
| Managed Sales Revenue of $1,360 million(2) | 30 | % | $1,573 million | 30.7 | % | ||||
| R&D and SG&A Expenses of $1,042 million(3) | 10 | % | $1,153 million | 12.0 | % | ||||
| Sub-Total (Financial Goals) | 40 | % | 42.7 | % | |||||
| Development Goals | |||||||||
| Near-Term Value Drivers | |||||||||
| Valoctocogene roxaparvovec: submit marketing authorizations | 20 | % | Exceeded goal | – | |||||
| in the U.S. or Europe | |||||||||
| Vosoritide: announce top line data from Phase 3 study | 15 | % | Exceeded goal | – | |||||
| Palynziq: achieve regulatory review milestones | 10 | % | Exceeded goal | – | |||||
| Mid-Term Value Drivers: | |||||||||
| BMN 307: achieve regulatory submission milestones | 10 | % | Exceeded goal | – | |||||
| BMN 250 and 290: determine paths forward for programs; | 5 | % | Exceeded goal | – | |||||
| strategically reposition programs | |||||||||
| Other: | |||||||||
| Value-Creating Activities | 20 | % | Included | (4) | – | ||||
| Sub-Total (Development Goals) | 80 | % | 117.3 | %(5) | |||||
| Total(Financial and Development Goals) | 120 | % | 160.0 | % |
| Goal | Threshold | Target | Maximum | Weight (% of Target Incentive) | Result | Pool Funding Contribution(1) (%) | ||||||
| Financial Goal Achievement Levels | ||||||||||||
| Financial Goals | 75% of Target | 100% of Target | 125% of Target | |||||||||
| Funding Levels | ||||||||||||
| Managed Sales Revenue(2) of $1,615 million | 50% | 100% | 200% | 25% | 1,655 million | 27.3% | ||||||
| Non-GAAP Income(3) of $208 million | 50% | 100% | 200% | 15% | 274 million | 30.0% | ||||||
| Sub-Total (Financial Goals) | 40% | 57.3% | ||||||||||
| Development Goal Achievement Levels | ||||||||||||
| Development Goals | Threshold | Target | Exceeds | |||||||||
| Funding Levels | ||||||||||||
| Near-Term Value Drivers | ||||||||||||
| Valoctocogene roxaparvovec for the treatment of severe hemophilia A: Milestone for Exceeding Target: acceptance and review of resubmission of regulatory approval filing by Q3 | 75% | 100% | 200% | 20% | Exceed Target | — | ||||||
| Voxzogo for the treatment of achondroplasia: Milestone for Exceeding Target: regulatory approval in at least two markets by Q4 | 75% | 100% | 200% | 20% | Exceed Target | — | ||||||
| Mid-Term Value Drivers: | ||||||||||||
| BMN 307 for the treatment of PKU: Milestone for Target: achievement of certain clinical milestones or initiate certain preclinical study, each by Q4 | 75% | 100% | 200% | 10% | Target | — | ||||||
| BMN 331 for the treatment of hereditary angioedema: Milestone for Threshold: completion of certain preclinical development decision-making by Q2 | 75% | 100% | 200% | 5% | Threshold | — | ||||||
| BMN 255 for the treatment of the treatment of primary hyperoxaluria type 1: Milestone for Target: Phase 1 top line data by Q4 | 75% | 100% | 200% | 5% | Target | — | ||||||
| Other: | ||||||||||||
| Value-Creating Activities(4) | n/a(5) | n/a(5) | n/a(5) | 20% | Included(5) | — | ||||||
| Sub-Total (Development Goals) | 80% | 97.7%(6) | ||||||||||
| Total (Financial and Development Goals) | 120% | 155.0%(1) | ||||||||||
| (1) | Based on |
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EXECUTIVE COMPENSATION
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| (3) | We define non-GAAP Income as reported GAAP Net Income (Loss), excluding net interest expense, provision for (benefit from) income taxes, depreciation expense, amortization expense, stock-based compensation expense, contingent consideration expense and in certain periods, certain other specified items. The calculation of the result for the financial goals used the same foreign currency exchange rates used for developing such goals. On February 23, 2022. we announced non-GAAP Income for 2021 of $243 million in our fourth quarter and full year 2021 financial results and corporate updates press release. |
| (4) | We continued to include the opportunity for an extra 0-20% of weighting for goal achievement for value-creating activities, such as strategic acquisitions and divestitures, which would be awardable only if at least 80% of the financial and development goals were achieved. Accordingly, the total possible weighting of target goals for the 2021 annual cash incentive program equaled 120%, the same as in 2020. As described above, we removed this component from the 2022 annual cash incentive program. |
| (5) | The Compensation Committee included a pool contribution |
| (6) | The Compensation Committee set the pool contribution for all development goals, including value-creating activities, at |
Based on the results describedtabulated above, the Compensation Committee determined to fund the annual cash incentive pool at 160%155% of target.
The 20192021 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 20192021 target percentagespercentage for all NEOs wereeach NEO was unchanged from our disclosure in the Company’s previous proxy statement, except that in June 2019 the Compensation Committee increased Dr. Baffi’s target percentage from 60% to 65% in connection with his promotion to President of Global Manufacturing and Technical Operations in June 2019.2020. The target amounts for the NEOs for 20192021 cash incentives (which were paid in March 2020)2022) are set forth in the table below. The Compensation Committee allocated the standard annual cash incentive pool performance funding level of 160%155% to all the NEOs, other than Dr. Fuchs.NEOs. The Compensation Committee believed that matching the corporate funding level was appropriate as these more senior employees had direct influence over whether we achieved company-wideCompany-wide strategic imperatives and long-term goals tied to the annual cash incentive program. The Compensation Committee allocated Dr. Fuchs an additional 22% funding level, or a 182% total funding level, to reward him for exceptional performance in 2019, including his instrumental roles in the Company obtaining European Commission approval of Palynziq, progress made on the valoctocogene roxaparvovec and vosoritide clinical programs, submission of marketing applications for valoctocogene roxaparvovec in the U.S. and the EU and identification and selection of BMN 331 as our newest product candidate for a potential Investigational New Drug application submission. The specific cash incentive amount paid to each NEO for 20192021 is set forth below and in the “Summary Compensation TableTable” ” in this Proxy Statement.
| Name and Principal Position | 2019 Cash Incentive Target (% of base salary) | 2019 Individual Performance Funding Level | 2019 Cash Incentive Amount ($) | |||
| Jean-Jacques Bienaimé | ||||||
| Chief Executive Officer | 120% | 160% | 2,323,200 | |||
| Daniel Spiegelman | ||||||
| Former Executive Vice President and Chief Financial Officer | 60% | 160% | 600,000 | |||
| Jeff Ajer | ||||||
| Executive Vice President, Chief Commercial Officer | 60% | 160% | 561,500 | |||
| Robert Baffi | ||||||
| Executive Vice President, Technical Operations | 65% | 160% | 608,400 | |||
| Henry Fuchs | ||||||
| President, Worldwide Research & Development | 65% | 182% | 828,000 |
| Name and Principal Position | 2021 Cash Incentive Target (% of base salary) | 2021 Individual Performance Funding Level | 2021 Cash Incentive Amount ($) | |||
Jean-Jacques Bienaimé CEO | 120 | % | 155 | % | 2,343,600 | |
| Brian R. Mueller Executive Vice President, Finance and CFO | 55 | % | 155 | % | 511,500 | |
| Jeff Ajer Executive Vice President, Chief Commercial Officer | 60 | % | 155 | % | 567,300 | |
| Henry J. Fuchs, M.D. President, Worldwide Research & Development | 65 | % | 155 | % | 755,600 | |
| C. Greg Guyer, Ph.D. Chief Technical Officer and Executive Vice President of Global Manufacturing and Technical Operations | 60 | % | 155 | % | 558,000 |
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2020 Program
In February 2020, the Compensation Committee evaluated the annual cash incentive targets for the cash incentive opportunity for our NEOs for 2020, which is payable in early 2021. Based on the review, the Compensation Committee determined to maintain the current annual cash incentive target percentages for all NEOs. The Compensation Committee believes that the annual cash incentive opportunities for each of the NEOs continue to be appropriate based on a combination of the relative experience and tenure of each NEO, as well as each NEO’s position within the Company and compensation practices within our industry.
Equity Compensation
The determination as to whether an employee receives an equity award as part of the Company-wide annual employee equity grant, and the amount of any such award, depends on the employee’s performance and level. Also, to be eligible for an annual equity award, an employee must have been employed by the first Monday in October of the previous year. We grant equity awards to virtually all newly hired employees, mainly in the form of RSUs below the vice president level and a mix of RSUs and options for vice presidents and above. Grants for new hires, with the exception of grants for executive officers reporting directly to the Chief Executive Officer, are approved by the Chief Executive Officer, subject to guidelines approved by the Compensation Committee. The guidelines are based primarily on competitive equity grant practices in our industry and market data. All other grants are approved by the Compensation Committee or the full Board.
20192021 Annual Grant
The annual grant to our NEOs in 20192021 was made in March 20192021 to coincide with all employees’ year-end performance reviews and other compensation changes (base salary adjustment and annual cash incentive).
EQUITY GRANT REDUCTIONS
In recognition of the experience of our stockholders in 2020 and the Company’s focus on controlling expenses while continuing to face headwinds from the COVID-19 pandemic, loss of U.S. market exclusivity for Kuvan and a delay in the potential regulatory approval of valoctocogene roxaparvovec for severe hemophilia A, the Compensation Committee reduced the values of 2021 equity grants for our NEOs as compared to 2020, including the significant reductions listed below:
 | CEO GRANT Decreased by over 15%, or by $2.5 million(1) | | PRESIDENT OF R&D GRANT Decreased by over 20%, or by $1.5 million(1) |
| (1) | Based on equity award values before conversion to a number of RSUs and options using a 30-day trailing average closing price of our common stock, and for options, a Black-Scholes valuation. |
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EXECUTIVE COMPENSATION
EQUITY GRANT MIX
As shown below, the mix of equity vehicles for the 2021 NEO annual grant was 50% performance-based RSUs, 25% service-based RSUs and 25% stock options(1). Descriptions of each type of equity award are below. Details regarding equity awards granted to the NEOs in March 2019 is2021 are set forth in the“Grants of Plan-Based Awards”table in this Proxy Statement.
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. 
| (1) | Based on equity award values before conversion to a number of RSUs and options using a 30-day trailing average closing price of our common stock, and for options, a Black-Scholes valuation. |
Performance-Based RSUs
Rapid Increase of Proportion of Performance-Based AwardsRAPID INCREASE IN PROPORTION OF PERFORMANCE-BASED RSUS
To better align the interests of our executive officers with those of our stockholders, we have greatly enhanced the Compensation Committee has allocated anlink between pay and performance by increasing portion of each NEO’s annual equity grants to performance-based awards since 2015. The allocation among three forms of equity awards (stock options, service-based RSUs and performance-based RSUs) was based on the Black-Scholes valuation model using a trailing average closing price of our common stock. For 2018 and 2017, the allocation was 40% stock options, 30% service-based RSUs, and 30% performance-based RSUs. This represents an increase in performance-based awards from the 2016 and 2015 equity grants of 25% and 20%, respectively in the form of performance-based RSUs. As discussed above, starting with the equity grants made in March 2019, we rapidly shifted the proportion of performance-based RSUs as a percentage of total long-term equity compensation. As reflected in the chart below, nowcompared to service-based RSUs. In 2021, 50% of long-term equity compensation is denominated ingrants were performance-based RSUs. Prior to 2019, performance-based RSUs made up fromonly 30% of equity grants in the prior year.2018 and 2017, 25% in 2016, and 20% in 2015. Prior to 2015, we did not grant performance-based RSUs.
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LOOKING AHEAD: CEO’S 2022 ANNUAL GRANT 2014 T0 2022: INCREASING CEO PERFORMANCE-BASED RSU AWARDS PERFORMANCE PERIOD Like in 2020, 100% of the performance-based RSUs granted to our NEOs in 2021 will be earned based on the Company’s performance over a three-year period. EXECUTIVE COMPENSATION MIX OF PERFORMANCE-BASED AWARDS Like in 2019 and 2020, 50% of the total performance-based RSUs granted in 2021 continued to be based on relative total shareholder return over a three-year performance period. The other half of performance-based RSUs granted in 2021 will be earned based on other metrics intended to increase stockholder value over the long term: profitability as measured by non-GAAP Income(1) (making up 20% of the total performance-based RSUs granted in 2021) and strategic corporate goals as measured by the number of product regulatory filings and approvals (making up the remaining 30% of the total performance-based RSUs granted in 2021). The breakout of performance-based RSUs granted in 2021 by type is shown below: LOOKING AHEAD: MIX OF PERFORMANCE-BASED AWARDS IN 2022 ANNUAL GRANT For the 2022 compensation program, we eliminated the overlap of financial metrics used in the annual cash incentive program and the performance-based equity awards by replacing the non-GAAP income performance-based awards granted in 2020 and 2021 with core operating margin performance-based awards. Like the other performance-based awards, core operating margin performance-based RSUs will be earned over a three-year performance period. RELATIVE TOTAL SHAREHOLDER RETURN AWARDS To further align executive compensation with stockholder experience, we introduced The multiplier for the relative total shareholder return performance-based RSUs granted in COMPENSATION DESIGN IN ACTION: CAP ON EARNED RSUS TRIGGERED In early 2022, we determined the number of earned RSUs under the relative shareholder return performance-based RSUs granted in 2019. Although BioMarin’s performance for the three-year performance period of 2019 through 2021 was above the 50th percentile, because the Company’s total shareholder return was negative on an absolute basis over the performance period, the multiplier for the 2019 awards was capped at 100% and RSUs were earned at target levels. EXECUTIVE COMPENSATION NON-GAAP INCOME AWARDS To further incentivize executives to focus on profitability over the STRATEGIC GOALS AWARDS To further incentivize executives to focus on execution of corporate strategy over the long term, we introduced strategic goals performance-based RSUs in 2020. We continued to include strategic goals performance-based RSUs in the 2021 annual equity grant. The 2021 awards are earned based on the number and nature of Service-Based RSUs The service-based RSUs awarded to the NEOs in Stock Options Stock options granted to the NEOs in We believe stock options further emphasize the pay-for-performance link and that the four-year vesting schedule provides our NEOs an incentive to add value to the Company over the long Compensation Committee Considerations The equity compensation granted to the NEOs in March 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 grants among the NEOs were principally level of responsibility and experience. The Compensation Committee also We have reviewed our historical stock option grant practices to consider if the stock options were properly dated. Based on such review, we believe that all stock options were issued on the date approved by the Board or a properly authorized committee and that the exercise price for each stock option issued since the date of our initial public offering was the closing price of our common stock on the date of issuance, unless the stock option grant specifically approved a different price in accordance with the terms of the applicable stock option plan pursuant to which such stock option was granted. EXECUTIVE COMPENSATION 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 We provide our NEOs, along with other officers, a limited number of perquisites. The specific perquisite amounts for each NEO for 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: We also offer our Nonqualified Deferred Compensation Our NEOs We have employment agreements with all of our executive officers (including all of our NEOs) that provide severance benefits 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) or if the executive is terminated without cause or in connection with a corporate transaction or change in control. See the“Potential Payments Upon Termination or Change in 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 Table of EXECUTIVE COMPENSATION To remain competitive with peer company practices and serve as a valuable benefit for employee recruitment and retention, in June 2015 the Board adopted 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 time-based vesting vest in full and all unvested equity awards with performance-based vesting vest in full as if the target values had been achieved, and such awards remain exercisable for one year after death. As of December 31, To reward long-standing service to the Company, in December 2016, we clarified the scope of the Retirement Benefit for Directors and Senior Officers by amending it so 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 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 Compensation Risk Assessment We believe that risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on the Company. In addition, the Compensation Committee believes that the mix and design of the elements of executive compensation do not encourage management to assume excessive risks. The Compensation Committee, with the assistance of the Compensation Consultant, extensively reviewed the elements of executive compensation to determine whether any portion of executive compensation encouraged excessive risk taking and concluded: Furthermore, as described later in this “Compensation Discussion and Analysis” section, compensation decisions include subjective considerations to moderate the effects that formulae or objective factors might have on excessive risk taking. EXECUTIVE COMPENSATION Compensation Committee The duties and responsibilities of the Compensation Committee are set forth above in the“Information Regarding Committees of the Board of Directors” section of this Proxy Statement and detailed in the charter of the Compensation Committee. The full text of the Compensation Committee Charter Compensation Consultant Mercer LLC served as the Compensation Consultant to the Compensation Committee from August 2016 to May 2021. Mercer LLC advised the Company with respect to the 2021 executive compensation program described in this Proxy Statement. After more than five years working with Mercer LLC, in May 2021, the Compensation Committee transitioned to working with Aon’s Human Capital Solutions practice, a division of Aon plc (Aon). This change in Compensation Consultant was part of the Compensation Committee’s plan to conduct a fresh, critical review of our compensation practices and make meaningful changes as appropriate. 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. The Compensation Committee regularly reviews the services provided by the Compensation Consultant and believes that the engagement was consistent with Nasdaq listing standards and does not raise any conflicts of interest. The Compensation Committee continues to monitor the independence of its Compensation Consultant on a periodic basis. In March Accounting and Tax Considerations Nonqualified Deferred Accounting for Stock-Based Section 162(m)—Table of ContentsExecutive CompensationINCREASING NEO PERFORMANCE-BASED EQUITY AWARDS FROM 2015 TO 2019
20% ->For the 2022 annual equity grant, we further increased the percentage of the CEO’s equity awards that are subject to performance conditions, from 50%
to 60%Increasing proportion of performance-based awards better aligns the interests. See below for a graphical representation of our executive officers with thosecommitment to increasing the pay-for-performance element of our stockholdersCEO’s compensation. The increased percentage of performance awards means 30% of our CEO’s 2022 equity awards are based on relative total shareholder return (up from 25% in 2021).
2022 Proxy Statement | www.biomarin.com 57 Performance-BasedTable of Contents
(1) We define non-GAAP Income as reported GAAP Net Income (Loss), excluding net interest expense, provision for (benefit from) income taxes, depreciation expense, amortization expense, stock-based compensation expense, contingent consideration expense and in certain periods, certain other specified items. The calculation of the result for the financial goals used the same foreign currency exchange rates used for developing such goals. a new type ofrelative total shareholder return performance-based RSUs forin 2019. The Compensation Committee views the March 2019inclusion of relative total shareholder return as critical because it ties executive officer compensation to the shareholder experience and the creation of shareholder value, and it aligns the interests of our executive officers with those of BioMarin and its shareholders. By measuring our stock performance relative to an index, it mitigates the impact of macroeconomic factors, both positive and negative, that affect the industry and/or stock price performance and are beyond the control of management, and it provides rewards that are more directly aligned with performance through different economic cycles. We continued to include relative total shareholder return performance-based RSUs in the 2020 and 2021 annual equity grant. Thesegrants. As in prior years, the 2021 awards are earned based on relative total shareholder return over a three-year period compared to the performance of companies that make up the Nasdaq Biotechnology Index over the three-year period of 2019 through 2021. This new type of performance-based RSUs made up 50% of the total performance-based RSUs granted in March 2019. The other 50% was granted in the form we have used since 2015, using a 2019 revenue target performance condition. Under the terms of these awards, the number of performance-based RSUs earned is calculated by multiplying the target number of performance-based RSUs by a revenue multiplier.Index.March 20192021 will be determined based on the Company’s performance during 20192021 through 2021,2023, measured as a percentile compared to the aggregate performance of companies over the same period that made up the Nasdaq Biotechnology Index as of January 1, 20192021 (with no changes to the comparator group during the performance period other than removing and not replacing any delisted or suspended companies). The multiplier used to determine the number of earned RSUs could rangebe between 50% and 200%, with a threshold achievement level at the 25th percentile required for earning any RSUs and a ceiling achievement level at the 75th percentile. If BioMarin’s performance is above the 50th percentile but the Company’s relative total shareholder return is negative on an absolute basis over the three-year performance period, then the multiplier is capped at 100%. The earned relative total shareholder return performance-based RSUs, if any, vest in full on the third anniversary of the grant date, subject to the recipient’s continued service.58 revenuelong term, we introduced non-GAAP income performance-based RSUs granted in March 2019, the revenue target was $1.566 million of managed revenues (defined as the Company’s net product revenues, excluding net revenues attributable2020. We continued to Aldurazyme, and determined using fixed foreign currency exchange rates). (Revenue attributable to Aldurazyme is excluded because the product is commercialized by Genzyme, a wholly owned subsidiary of Sanofi, under a collaboration agreement with the Company. For further discussion regarding our collaboration with Genzyme, see “Major Commercial Products—Aldurazyme” includedinclude non-GAAP income performance-based RSUs in the Company’s Annual Report2021 annual equity grant. The 2021 awards are earned based on Form 10-Kthe level of non-GAAP income over three, one-year periods spanning 2021 through 2023. The multiplier for each year during the year ended December 31, 2019, as filed with the SEC on February 27, 2020.) The revenue multiplier wasthree-year performance period is determined based on the Company’s performance againstduring 2021, 2022 and 2023, respectively. The multipliers for each year will be averaged at the revenue target, whichend of the three-year performance period to calculate the final multiplier used to calculate the number of earned RSUs, if any. The average multiplier used to determine the number of earned RSUs could rangebe between 50% and 200%, with a threshold achievement level of 75% of target required for earning any RSUs and a ceiling achievement level of 125% of target. Basedin each year tranche. The Compensation Committee based the non-GAAP income targets used for the awards on the Company’s actual 2019 performance againstbudget and long-range plan, and payouts above target are dependent on achievement of reasonable “stretch” goals representing superior performance. We have not disclosed the 2019 revenue target, the Company appliedspecific non-GAAP income targets as they are confidential and disclosure could lead to competitive harm. GAAP income must be greater than zero in any year to earn a multiplier greater than 150% for such year. The earned non-GAAP income performance-based RSUs, if any, vest in full on the third anniversary of 102%the grant date, subject to the targetrecipient’s continued service.performance-based RSUsproduct development regulatory activities over the three-year performance period of 2021 through 2023. The multiplier used to determine the number of earned RSUs could be between 50% and 200%, with a threshold achievement level required for earning any RSUs. The Compensation Committee based the strategic goal targets used for the awards on the Company’s long-term plan, and payouts above target are dependent on achievement of reasonable “stretch” goals representing superior performance. We have not disclosed the specific strategic goal targets as they are confidential and disclosure could lead to competitive harm. The earned strategic goals performance-based RSUs, earnedif any, vest in 2019. The earned performance-based RSUs are subject to vesting atfull on the rate of one-third on thethird anniversary of the grant date, and one-third each anniversary of the grant date thereafter duringsubject to the recipient’s continued service.www.biomarin.com57
Executive Compensation
Full Transition to Three-Year Performance PeriodAs discussed above, beginning with the equity grants made in March 2020, 100% of performance-based RSUs will be earned based on the Company’s performance over a three-year period.
Phase-Out of Revenue-Based AwardsAlso starting with the March 2020 grant, the performance-based RSUs that are earned based on revenue achievement (making up 50% of the total performance-based RSUs granted in March 2019) were phased out completely and replaced with awards that will be earned based on other metrics intended to increase stockholder value: profitability (non-GAAP Income) and strategic corporate goals (product regulatory filings and approvals). The awards based on total shareholder return, as described above, continued to make up 50% of the total performance-based RSUs granted in March 2020.March 20192021 are subject to a four-year service period, which is the same vesting schedule for service-based RSUs awarded as part of the Company-wide annual equity grants in recent years.In June 2019, the Company awarded Mr. Ajer and Dr. Baffi special retention grants of service-based RSUs. The Compensation Committee made the special grant to Mr. Ajer to recognize his extraordinary efforts supporting the commercial launch of Palynziq, among other accomplishments, and incentivize him to remain with the Company to support key, upcoming commercial initiatives. The Compensation Committee made the special grant to Dr. Baffi to recognize his extraordinary efforts supporting the production of Palynziq for commercial use, among other accomplishments, and incentivize him to remain with the Company to support key, upcoming technical operations initiatives. Mr. Ajer’s June 2019 grant of service-based RSUs vests in full on the third anniversary of the grant date, and Dr. Baffi’s vests in full on the second anniversary of the grant date, in each case, subject to the recipient’s continued service on the respective vesting date.20192021 vest over four12/48ths 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).term.term.20192021 was determined based on a number of factors. The Compensation Committee gave particular consideration to our performance, and also considered equity grants of the 20192021 Peer Group based on a Black-Scholes valuation and data from the Radford Life Sciences survey and the Compensation Consultant. For a discussion of the methodology and assumptions used in calculatingdetermining the Black-Scholes valuation of our equity awards, see Note 16Notes 1 and 13, respectively, to our financial statements for the year ended December 31, 2019,2021, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019,2021, as filed with the SEC on February 27, 2020. 25, 2022.58 2020 Proxy StatementExecutive Compensationconsidered:considered historic grants, retention value, level of responsibility, experience of individual, individual contribution and expected future contribution.●historic grants;●retention value;●level of responsibility;●experience of individual;●individual contribution; and●expected future contribution.2022 Proxy Statement | www.biomarin.com 59 Code.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 IRSInternal Revenue Service compensation limit, with immediate vesting of all 401(k) matches.2017, 20182019, 2020 and 20192021 are set forth under “All“All Other Compensation”Compensation” in the“Summary Compensation Table”in this Proxy Statement.● Sporting and Event Tickets. We purchase season and other tickets toWhen sporting, cultural and other events. When theseevent tickets are provided to executives (including our NEOs)NEOs for personal use, the value of the tickets is included in their compensation.taxable. These tickets are not used for the entertainment of healthcare professionals.● Reimbursement for Financial Planning and Tax Planning and Preparation Services.We reimburse our executive officers, including our NEOs for personal financial planning and tax preparation. The benefit ispreparation, limited to $5,000 annually for our Chief Executive Officer,CEO and $3,500 annually for Senior Vice Presidents and Executive Vice Presidents and $2,500 annually for allour other Vice Presidents andNEOs. The benefit is taxable to the executive. The perquisiteIn lieu of reimbursement described above, NEOs may elect to obtain integrated financial counseling with a financial advisor, which is intendedtaxable to encourage and assist our executives to engage knowledgeable experts to assist with financial and tax planning.the executive.● Life Insurance.In accordance with the terms of our employment agreement with Mr. Bienaimé, as amended and restated on December 13, 2017, we provide Mr. Bienaimé with a fully paid, whole life insurance policy with a stated death benefit of $500,000. This benefit is taxable to Mr. Bienaimé. In addition, we provide Mr. Bienaimé with term life insurance coverage generally provided to all employees with a death benefit up to two times an employee’s salary. (Mr. Bienaimé’s death benefit is subject to a $1,000,000 cap; all other employees are subject to a $600,000 cap.)● Health Assessments.We offer our executive officers, including our NEOs, annual comprehensive health assessments at a local medical facility. The non-taxable perquisite is intended to encourage our executives to engage knowledgeable experts to assist with their health and well-being.●Financial Guidance. We offer our executive officers, including our NEOs, integrated financial counseling with a financial advisor. The taxable perquisite is intended to encourage our executives to engage knowledgeable experts to assist with their personal financial planning.www.biomarin.com59TableThe Company has a fractional ownership interest in corporate aircraft. In 2021, a personal guest of ContentsMr. Bienaimé accompanied him on six business trips on corporate aircraft in which the Company has a fractional interest. In August 2021, Mr. Bienaimé entered into a Board-approved U.S. Federal Aviation Administration (FAA) compliant timeshare agreement with the Company pursuant to which Mr. Bienaimé will reimburse the Company for all incremental costs associated with non-business related flights taken by Mr. Bienaimé on a corporate aircraft in which the Company has a fractional interest in accordance with FAA regulations.Executive Compensationexecutive officersNEOs certain retirement, severance, and change in control benefits. See the “Post-Employment Obligations”“Retirement, Severance and Change in Control Arrangements” section below. other members of management, and other highly-compensated employees are eligible to enroll in our Nonqualified Deferred Compensation Plan under which they may elect to defer up to 100% of RSU awards and up to 50% of salary and annual cash incentive awards, in each case subject to limitations to allow us to make necessary withholding payments, and thereby defer taxation of these deferred amounts until actual payment of the deferral amounts in future years. SeeAs of December 31, 2021, no NEOs participated in the table within the“Nonqualified Deferred Compensation Plan”section of this Proxy Statement for detailed information regarding the account balances for each NEO.Plan.Post-Employment ObligationsRetirement, Severance and Change in Control ArrangementsControlControl” ”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.a fully paid wholeCompany-provided life insurance policy with a statedpolicies described under the “Compensation Discussion and Analysis—Other Benefits and Perquisites” section of this Proxy Statement and the acceleration of vesting upon death benefitdescribed below).60 $500,000 maintained for Mr. Bienaimé).Contents2019,2021, each of our NEOs was eligible for this benefit.companyCompany 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 term of their stock options, as if their service were continuing. As of December 31, 2019,2021, all of the NEOs other than Dr. Guyer were eligible for this benefit.Furthermore, inIn December 2016, the Compensation Committee approved a new retirement benefit applicable to certain of the Company’s senior executives, including the NEOs, but specifically excluding the Chief Executive Officer.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 time-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, 2019,2021, Dr. BaffiFuchs was the only NEO eligible for this benefit.60 2020 Proxy StatementTableFurthermore, in May 2020, the Compensation Committee approved a retirement benefit applicable to the CEO to encourage his retention and provide parity with the Company’s other senior executives. The retirement benefit provides that, if the CEO remains in his position through December 31, 2024, then any RSU grants and non-qualified stock option award grants made after adoption of Contentsthe retirement benefit (except award grants made pursuant to award agreements that specifically exclude the retirement benefit), whether time-based or performance-based, will continue to vest according to their terms, whether or not the CEO service is continuing; provided, however, that his service is not terminated for cause.Executive CompensationcharterCharter 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 Chief Executive Officer,CEO, head of Human Resources, General Counsel and the Compensation Consultant. The Compensation Committee meets regularly in executive session. However, Mr. Bienaimé, our Chief Executive Officer,CEO, Mr. Davis, our Executive Vice President, General Counsel and Secretary, and Ms. Amy Wireman, our Senior Vice President, Human Resources, 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.● significant weighting toward long-term incentive compensation discourages short-term risk taking; ● for most employees, base salary makes up a significant portion of compensation; ● the mix of short- and long-term compensation (base salary, annual cash incentive, equity grants) is consistent with industry norms; ● goals are appropriately set to avoid targets that, if not achieved, result in a large percentage loss of compensation; ● the prohibition on hedging or pledging of our stock and the Clawback Policy discourage short-term and excessive risk taking; and ● stock ownership guidelines discourage excessive risk taking. 2022 Proxy Statement | www.biomarin.com 61 as amended in June 2016, can be found in the Corporate Governance section of the Investors section of our website atwww.bmrn.com. Information on our website is NOT incorporated by reference in this Proxy Statement. The composition of the Compensation Committee is determined by our Board, after a recommendation by the CGN Committee.Since August 2016, Mercer LLC 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 Chief Executive OfficerCEO 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 20192021 is discussed below.above.2020, the Compensation Consultant2022, 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 the Compensation ConsultantAon or the Company’s executive officers. The total dollar amount of services that the Compensation ConsultantAon provided to BioMarin in 20192021 was $1,106,305,$479,223, of which approximately $316,059$177,907 was paid in connection with executive and director remuneration services and approximately $790,246$301,316 was paid in connection with healthhuman resources and benefit consulting services. In addition, for this same period, fees paid to the Compensation Consultant’s sister company Marsh approximated $294,261, which was paid in connection with insurance brokerage services. The Compensation Committee has reviewed the level of services provided to BioMarin by the Compensation ConsultantAon and does not believe the services give rise to a conflict of interest or compromise the Compensation Consultant’sAon’s independence in advising the compensation committee.Compensation Committee.www.biomarin.com61Executive CompensationCompensation—Compensation On October 22, 2004, the American Jobs Creation Act of 2004 was signed into law, adding— Code Section 409A that changed the tax rules applicable toregulates nonqualified deferred compensation arrangements.arrangements, including the time and form of payment. A more detailed discussion of our nonqualified deferred compensation arrangements is provided below under the“Compensation Discussion and Analysis — Nonqualified Deferred Compensation Plan”Compensation” section of this Proxy Statement.Compensation—Compensation — Stock-based compensation is accounted for in accordance with FASB ASCFinancial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) Topic 718, Compensation – Stock Compensation, which requires us to estimate and record an expense for each equity award over the vesting period of the award. For valuation methodology and assumptions used in determining these values, see Note 16Notes 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, 2019,2021, as filed with the SEC on February 27, 2020.25, 2022. 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 stock optioncertain forms of equity grants in light of the accounting impact of FASB ASC Topic 718 with respect to stock optionequity grants and other considerations. In connection with 2017 tax reform legislation, the exemption from the deduction limit under Section 162(m) for “performance-based compensation” was repealed, such that compensation paid to our “covered employees” in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain “grandfathered” arrangements in place as of and not modified after November 2, 2017. We intend to continue to monitor and review related guidance from the Internal Revenue Service as it becomes available, including the proposed regulations under Section 162(m). In determining the form and amount of compensation for our NEOs, the Compensation Committee may continue to consider all elements of the cost of such compensation. 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.
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EXECUTIVE COMPENSATION
Executive Officer Stock Ownership Guidelines
To preserve the link between the interests of executives and those of stockholders, the Compensation Committee and the Board established stock ownership guidelines for our executives. See the“Director and Officer Stock Ownership Guidelines”section of this Proxy Statement for a more detailed discussion of our stock ownership guidelines.
Compensation Committee Report(1)
The Compensation Committee has reviewed and discussed theCompensation Discussion and Analysiscontained herein with management, and based on such review and discussions, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated into BioMarin’s Annual Report on Form 10-K for the year ended December 31, 2019.2021.
Respectfully submitted on April 3, 20204, 2022 by the members of the Compensation Committee of the Board of Directors:
Michael Grey, Elizabeth McKee Anderson, Chair
Robert J. HombachAlan J. Lewis,V. Bryan Lawlis, Ph.D.
David E.I. Pyott, M.D. (Hon.)
| (1) | The material in this report is not deemed “soliciting material,” is not deemed “filed” with the SEC, is not subject to Regulation 14A or 14C or to the liabilities of Section 18 of the Exchange Act, and is not to be incorporated by reference into any filing of BioMarin under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. |
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EXECUTIVE COMPENSATION
Summary Compensation Table
The following table discloses compensation awarded to, earned by or paid to the following persons during 2019, 20182021, 2020 and 2017:2019: (i) Jean-Jacques Bienaimé, our Chief Executive Officer;CEO; (ii) Daniel Spiegelman,Brian R. Mueller, our former Chief Financial Officer;CFO, and (iii) Jeff Ajer, Robert A. Baffi, Ph.D. and Henry J. Fuchs, M.D. and C. Greg Guyer, Ph.D., the three most highly-compensated executive officers other than the Chief Executive OfficerCEO and former Chief Financial OfficerCFO who were serving as executive officers at the end of fiscal year 20192021 and whose salary and bonus exceeded $100,000. These individuals are referred to throughout this Proxy Statement as the “Named Executive Officers” or NEOs. For further information regarding amounts below for 2021, see the footnotes that follow the table. For further information regarding amounts below for 2020 and 2019, see our Proxy Statement for the 2021 and 2020 Annual Meetings, respectively.
| Name and Principal Position | Year | Salary(1) | Stock Awards(2) | Option Awards(3) | Non-Equity Incentive Plan Compensation(4) | All Other Compensation(5) | Total | |||||||
| Jean-Jacques Bienaimé Chief Executive Officer | 2019 | $1,200,385 | $11,581,044 | $3,220,218 | $2,323,200 | $81,009 | $18,405,856 | |||||||
| 2018 | 1,149,423 | 7,745,268 | 4,958,437 | $1,709,840 | 64,925 | 15,627,893 | ||||||||
| 2017 | 1,094,423 | 7,783,876 | 5,253,707 | 1,726,010 | 58,969 | 15,916,985 | ||||||||
| Daniel Spiegelman Former Executive Vice President, Chief Financial Officer(6) | 2019 | 620,192 | 3,120,022 | 867,181 | 600,000 | 32,507 | 5,239,902 | |||||||
| 2018 | 593,269 | 2,085,908 | 1,335,054 | 482,400 | 25,072 | 4,521,703 | ||||||||
| 2017 | 559,231 | 2,133,048 | 1,439,891 | 481,380 | 28,325 | 4,641,875 | ||||||||
| Jeff Ajer Executive Vice President, Chief Commercial Officer | 2019 | 580,192 | 4,303,656 | 867,181 | 561,600 | 31,693 | 6,344,322 | |||||||
| 2018 | 554,232 | 2,146,078 | 1,373,198 | 450,240 | 21,635 | 4,545,383 | ||||||||
| 2017 | 524,231 | 2,133,048 | 1,439,891 | 451,560 | 19,572 | 4,568,302 | ||||||||
| Robert A. Baffi, Ph.D. President, Global Manufacturing & Technical Operations | 2019 | 580,192 | 4,390,232 | 891,958 | 608,400 | 32,721 | 6,503,503 | |||||||
| 2018 | 553,270 | 2,025,736 | 1,296,910 | 525,240 | 26,762 | 4,427,918 | ||||||||
| 2017 | 524,231 | 2,075,350 | 1,401,232 | 447,300 | 25,115 | 4,473,228 | ||||||||
| Henry J. Fuchs, M.D. President, Worldwide R&D | 2019 | 695,192 | 4,275,463 | 1,189,277 | 828,000 | 29,567 | 7,017,499 | |||||||
| 2018 | 668,269 | 2,680,926 | 1,716,498 | 687,925 | 24,111 | 5,777,729 | ||||||||
| 2017 | 637,231 | 3,460,084 | 2,335,264 | 590,720 | 22,125 | 7,045,424 |
| 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 | ||||||||||
Jean-Jacques Bienaimé CEO | 2021 | $1,260,000 | — | $11,342,306 | $3,247,040 | $ 2,343,600 | $ 62,492 | $18,255,438 | ||||||||||
| 2020 | 1,298,846 | — | 11,650,975 | 3,410,347 | 1,663,200 | 95,765 | 18,119,133 | |||||||||||
| 2019 | 1,200,385 | — | 11,581,044 | 3,220,218 | 2,323,200 | 81,009 | 18,405,856 | |||||||||||
Brian R. Mueller Executive Vice President, Finance and CFO | 2021 | 600,000 | — | 2,773,957 | 793,742 | 511,500 | 19,966 | 4,699,165 | ||||||||||
| 2020 | 600,923 | — | 4,009,685 | 845,333 | 363,000 | 21,590 | 5,840,531 | |||||||||||
| 2019 | 417,235 | — | 546,383 | 356,857 | 336,000 | 20,061 | 1,676,536 | |||||||||||
Jeff Ajer Executive Vice President, Chief Commercial Officer | 2021 | 610,000 | — | 2,941,280 | 841,896 | 567,300 | 24,933 | 4,985,408 | ||||||||||
| 2020 | 628,654 | — | 2,696,310 | 788,869 | 402,600 | 20,003 | 4,536,436 | |||||||||||
| 2019 | 580,192 | — | 4,303,656 | 867,181 | 561,600 | 31,693 | 6,344,322 | |||||||||||
Henry J. Fuchs, M.D. President, Worldwide R&D | 2021 | 750,000 | — | 4,202,276 | 1,202,572 | 755,600 | 18,918 | 6,929,366 | ||||||||||
| 2020 | 769,231 | — | 4,732,826 | 1,385,520 | 536,250 | 32,748 | 7,456,575 | |||||||||||
| 2019 | 695,192 | — | 4,275,463 | 1,189,277 | 828,000 | 29,567 | 7,017,499 | |||||||||||
C. Greg Guyer, Ph.D. Chief Technical Officer and Executive Vice President of Global Manufacturing and Technical Operations | 2021 | 600,000 | 500,000 | (6) | 2,858,206 | 817,979 | 558,000 | 93,064 | 5,427,248 | |||||||||
| 2020 | 392,308 | 250,000 | 3,166,214 | 2,109,894 | 262,500 | 162,583 | 6,343,499 | |||||||||||
| 2019 | — | — | — | — | — | — | — | |||||||||||
| (1) | See the |
| (2) | The amounts in this column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of service-based RSUs and performance-based RSUs granted in |
| NEO | Target Payout | Maximum Payout | ||||
| Jean-Jacques Bienaimé | $8,293,291 | $ | 16,586,582 | |||
| Daniel Spiegelman | $2,234,276 | $ | 4,468,552 | |||
| Jeff Ajer | $2,234,276 | $ | 4,468,552 | |||
| Robert A. Baffi, Ph.D. | $2,296,274 | $ | 4,592,548 | |||
| Henry J. Fuchs, M.D. | $3,061,698 | $ | 6,123,396 | |||
| NEO | Target Payout | Maximum Payout | |||
| Jean-Jacques Bienaimé | $8,100,879 | $16,201,758 | |||
| Brian R. Mueller | 1,981,434 | 3,962,868 | |||
| Jeff Ajer | 2,100,939 | 4,201,878 | |||
| Henry J. Fuchs, M.D. | 3,001,341 | 6,002,682 | |||
| C. Greg Guyer, Ph.D. | 2,041,382 | 4,082,764 |
|
| (3) | Amounts noted for 2021 reflect the aggregate grant date fair values computed in accordance with FASB ASC Topic 718. For valuation methodology and assumptions used in determining these values, see |
| (4) | Amounts noted for |
| |
EXECUTIVE COMPENSATION
| (5) | Amounts noted for 2021 represent the amounts paid for tickets to sporting, cultural and other events, reimbursements for personal financial and tax planning and preparation, imputed income associated with life insurance premium payments, health assessments and vested 401(k) matching for each NEO. For Mr. Bienaimé, the 2021 amount also includes the incremental cost to us of a personal |
| (6) | In connection with Dr. Guyer’s appointment to Chief Technical Officer and Executive Vice President of Global Manufacturing and |
20192021 CEO Pay Ratio
As required by the Dodd-Frank Act and SEC Regulation S-K of the Exchange Act, we are providing the following information about our 2021 CEO pay ratio, the relationship of the annual total compensation of our CEO to the annual total compensation of our median-paid employee for 2019 (our “CEO pay ratio”).2021. Our CEO pay ratio is a reasonable good faith estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.
Our CEO pay ratio for 2019,2021, calculated as described below, was 96104 to 1. This ratio was based on the following:
| ● | the annual total compensation of our CEO, determined as described below, was |
| ● | the median of the annual total compensation of all employees (other than our CEO), determined in accordance with SEC rules and as described below, was |
Methodology for Determining Our Median EmployeeMETHODOLOGY FOR DETERMINING OUR MEDIAN EMPLOYEE
The SEC CEO pay ratio rules allow a registrant to use the same median employee for up to three years, as long as there were no significant changes to the median employee’s status, aggregate employee population or compensation programs. As there were no significant changes to our employee population or compensation programs, we intended to useused the same median employee for 20192021 as was identified for 2017 and 2018. However, the employee was no longer employed by us as of December 31, 2019. Therefore, as permitted by Instruction 2 to Item 402(u) of Regulation S-K, we are using another employee whose compensation was substantially similar to that of the original median employee.2020. The methodology and the material assumptions and estimates we used in 20172020 to determine the median employee were as follows:
Employee PopulationEMPLOYEE POPULATION
| ● | Total Global |
|
|
| ● | De Minimis |
As noted above, the total number of our U.S. and non-U.S. employees irrespective of this de minimis exemption as of October 1, 2020 was approximately 3,017, and the total was approximately 2,917 after excluding the 100 employees noted below.
| De Minimis Exemption Jurisdictions | Number of Employees | |||
| Argentina | ||||
| Chile | 3 | |||
| China | 6 | |||
| Colombia | 24 | |||
| Croatia | 1 | |||
| Denmark | 1 | |||
| Hungary | 1 | |||
| Malaysia | 1 | |||
| Mexico | 9 | |||
| Netherlands | 4 | |||
| Russia | 11 | |||
| Slovakia | 1 | |||
| Taiwan | 3 | |||
| Turkey | 19 | |||
| Total Number of Employees Excluded Pursuant to theDe MinimisExemption |
| 2022 Proxy Statement | www.biomarin.com | 65 |
Compensation Measure UsedTable of Contents
EXECUTIVE COMPENSATION
COMPENSATION MEASURE USED TO IDENTIFY THE MEDIAN EMPLOYEE
Given the geographical distribution of our employee population, we use a variety of pay elements to Identifystructure the Median Employeecompensation arrangements of our employees. Consequently, for purposes of measuring the compensation of our employees to identify the median employee, rather than using annual total compensation, we selected annualized base salary plus actual paid annual cash incentive compensation and allowances paid through October 1, 2020 as the compensation measure.
| ● | We annualized the compensation of employees to cover the full calendar year, and also annualized any new hires in |
| ● | We did not make any cost-of-living adjustments in identifying the median employee. |
| ● | Using this methodology, we determined the median-paid employee for the year ended December 31, |
Annual Total Compensation of Median EmployeeANNUAL TOTAL COMPENSATION OF MEDIAN EMPLOYEE
To determine the annual total compensation of the median employee to calculate the ratio, we identified and calculated the elements of that employee’s compensation for the full year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K.
Annual Total Compensation of Chief Executive OfficerANNUAL TOTAL COMPENSATION OF CEO
With respect to the annual total compensation of our CEO, in accordance with SEC rules, we included the amount reported for Mr. Bienaimé in the “Total” column in the “Summary Compensation TableTable” ” included in this Proxy Statement.
|
Grants of Plan-Based Awards
The following table sets forth certain information for each plan-based award during fiscal year 20192021 to each of the NEOs.
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units(#)(4) | All Other Option Awards: Number of Securities Underlying Options(#)(5) | Exercise or Base Price of Option Awards ($/Share)(6) | Grant Date Fair Value of Stock and Option Awards ($)(7) | ||||||||
| Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | ||||||||||
| Jean-Jacques Bienaimé | 3/15/2019 | – | – | – | – | – | – | – | 87,080 | 94.53 | 3,220,218 | ||||
| 3/15/2019 | – | – | – | – | – | – | 34,780 | – | – | 3,287,753 | |||||
| 3/15/2019 | – | – | – | 17,390 | 34,780 | 69,560 | (2) | – | – | – | 3,287,753 | ||||
| 3/15/2019 | – | – | – | 17,390 | 34,780 | 69,560 | (3) | – | – | – | 5,005,538 | ||||
| n/a | – | (8) | 1,452,000 | 2,904,000 | (9) | – | – | – | – | – | – | – | |||
| Daniel Spiegelman | 3/15/2019 | – | – | – | – | – | – | – | 23,450 | 94.53 | 867,181 | ||||
| 3/15/2019 | – | – | – | – | – | – | 9,370 | – | – | 885,746 | |||||
| 3/15/2019 | – | – | – | 4,685 | 9,370 | 18,740 | (2) | – | – | – | 885,746 | ||||
| 3/15/2019 | – | – | – | 4,685 | 9,370 | 18,740 | (3) | – | – | – | 1,348,530 | ||||
| n/a | – | (8) | 375,000 | 750,000 | (9) | – | – | – | – | – | – | – | |||
| Jeff Ajer | 3/15/2019 | – | – | – | – | – | – | – | 23,450 | 94.53 | 867,181 | ||||
| 3/15/2019 | – | – | – | – | – | – | 9,370 | – | – | 885,746 | |||||
| 6/5/2019 | – | – | – | – | – | – | 14,160 | – | – | 1,183,634 | |||||
| 3/15/2019 | – | – | – | 4,685 | 9,370 | 18,740 | (2) | – | – | – | 885,746 | ||||
| 3/15/2018 | – | – | – | 4,685 | 9,370 | 18,740 | (3) | – | – | – | 1,348,530 | ||||
| n/a | – | (8) | 351,000 | 702,000 | (9) | – | – | – | – | – | – | – | |||
| Robert A. Baffi, Ph.D. | 3/15/2019 | – | – | – | – | – | – | – | 24,120 | 94.53 | 891,958 | ||||
| 3/15/2019 | – | – | – | – | – | – | 9,630 | – | – | 910,324 | |||||
| 6/5/2019 | – | – | – | – | – | – | 14,160 | – | – | 1,183,634 | |||||
| 3/15/2019 | – | – | – | 4,815 | 9,630 | 19,260 | (2) | – | – | – | 910,324 | ||||
| 3/15/2019 | – | – | – | 4,815 | 9,630 | 19,260 | (3) | – | – | – | 1,385,950 | ||||
| n/a | – | (8) | 380,250 | 760,500 | (9) | – | – | – | – | – | – | – | |||
| Henry J. Fuchs, M.D. | 3/15/2019 | – | – | – | – | – | – | – | 32,160 | 94.53 | 1,189,277 | ||||
| 3/15/2019 | – | – | – | – | – | – | 12,840 | – | – | 1,213,765 | |||||
| 3/15/2019 | – | – | – | 6,420 | 12,840 | 25,680 | (2) | – | – | – | 1,213,765 | ||||
| 3/15/2019 | – | – | – | 6,420 | 12,840 | 25,680 | (3) | – | – | – | 1,847,933 | ||||
| n/a | – | (8) | 455,000 | 910,000 | (9) | – | – | – | – | – | – | – | |||
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units(#)(2) | All Other Option Awards: Number of Securities Underlying Options(#)(3) | Exercise or Base Price of Option Awards ($/Share)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | |||||||||||||||||||
| Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||
| Jean-Jacques Bienaimé | 3/15/2021 | — | — | — | — | — | — | — | 101,820 | 78.39 | 3,247,040 | |||||||||||||||
| 3/15/2021 | — | — | — | — | — | — | 41,350 | — | — | 3,241,427 | ||||||||||||||||
| 3/15/2021 | — | — | — | 8,270 | 16,450 | 33,080 | (7) | — | — | — | 1,296,571 | |||||||||||||||
| 3/15/2021 | — | — | — | 12,405 | 24,810 | 49,620 | (8) | — | — | — | 1,944,856 | |||||||||||||||
| 3/15/2021 | — | — | — | 20,675 | 41,350 | 82,700 | (9) | — | — | — | 4,859,452 | |||||||||||||||
| n/a | (6) | 1,512,000 | 3,024,000 | (10) | — | — | — | — | — | — | — | |||||||||||||||
| Brian R. Mueller | 3/15/2021 | — | — | — | — | — | — | — | 24,890 | 78.39 | 793,742 | |||||||||||||||
| 3/15/2021 | — | — | — | — | — | — | 10,110 | — | — | 792,523 | ||||||||||||||||
| 3/15/2021 | — | — | — | 2,025 | 4,050 | 8,100 | (7) | — | — | — | 317,480 | |||||||||||||||
| 3/15/2021 | — | — | — | 3,035 | 6,070 | 12,140 | (8) | — | — | — | 475,827 | |||||||||||||||
| 3/15/2021 | — | — | — | 5,055 | 10,110 | 20,220 | (9) | — | — | — | 1,188,127 | |||||||||||||||
| n/a | (6) | 330,000 | 660,000 | (10) | — | — | — | — | — | — | — | |||||||||||||||
| Jeff Ajer | 3/15/2021 | — | — | — | — | — | — | — | 26,400 | 78.39 | 841,896 | |||||||||||||||
| 3/15/2021 | — | — | — | — | — | — | 10,720 | — | — | 840,341 | ||||||||||||||||
| 3/15/2021 | — | — | — | 2,145 | 4,290 | 8,580 | (7) | — | — | — | 336,293 | |||||||||||||||
| 3/15/2021 | — | — | — | 3,220 | 6,440 | 12,880 | (8) | — | — | — | 504,832 | |||||||||||||||
| 3/15/2021 | — | — | — | 5,360 | 10,720 | 21,440 | (9) | — | — | — | 1,259,814 | |||||||||||||||
| n/a | (6) | 366,000 | 732,000 | (10) | — | — | — | — | — | — | — | |||||||||||||||
| 66 | |
EXECUTIVE COMPENSATION
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units(#)(2) | All Other Option Awards: Number of Securities Underlying Options(#)(3) | Exercise or Base Price of Option Awards ($/Share)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | |||||||||||||||||||
| Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||
| Henry J. Fuchs, M.D. | 3/15/2021 | — | — | — | — | — | — | — | 37,710 | 78.39 | 1,202,572 | |||||||||||||||
| 3/15/2021 | — | — | — | — | — | — | 15,320 | — | — | 1,200,935 | ||||||||||||||||
| 3/15/2021 | — | — | — | 3,065 | 6,130 | 12,260 | (7) | — | — | — | 480,531 | |||||||||||||||
| 3/15/2021 | — | — | — | 4,550 | 9,190 | 18,220 | (8) | — | — | — | 720,404 | |||||||||||||||
| 3/15/2021 | — | — | — | 7,660 | 15,320 | 30,640 | (9) | — | — | — | 1,800,406 | |||||||||||||||
| n/a | (6) | 487,500 | 975,000 | (10) | — | — | — | — | — | — | — | |||||||||||||||
| C. Greg Guyer, Ph.D. | 3/15/2021 | — | — | — | — | — | — | — | 25,650 | 78.39 | 817,979 | |||||||||||||||
| 3/15/2021 | — | — | — | — | — | — | 10,420 | — | — | 816,824 | ||||||||||||||||
| 3/15/2021 | — | — | — | 2,085 | 4,170 | 8,340 | (7) | — | — | — | 326,886 | |||||||||||||||
| 3/15/2021 | — | — | — | 4,555 | 6,250 | 18,220 | (8) | — | — | — | 489,938 | |||||||||||||||
| 3/15/2021 | — | — | — | 5,210 | 10,420 | 20,840 | (9) | — | — | — | 1,224,558 | |||||||||||||||
| n/a | (6) | 360,000 | 720,000 | (10) | — | — | — | — | — | — | — | |||||||||||||||
| (1) | Annual Cash Incentive:Amounts represent potential payments under our |
| (2) |
|
|
| Service-Based RSUs:The service-based RSUs granted in March | |
| Stock Options: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 and remain exercisable until expiration of the stock option | |
| Stock options were granted at an exercise price equal to the closing price of our common stock on the Nasdaq Global Select Market on the date of the grant. | |
| The amounts presented above represent the aggregate grant date fair value of the stock option grant, service-based RSU awards or performance-based RSU awards computed in accordance with FASB ASC Topic 718. The grant date fair value for stock option awards granted in March was | |
| The potential payouts under our | |
| Non-GAAP Income Performance-Based RSUs: Amounts represent the potential numbers of performance-based RSUs that may be earned based on the level of non-GAAP income over three, one-year periods spanning 2021 through 2023. The number of performance-based RSUs that will be earned will not be determined until after the performance period ends on December 31, 2023. The earned performance-based RSUs, if any, vest in full on the third anniversary of the grant date subject to the recipient’s continued service. For further discussion of the performance-based RSU awards granted in 2021, see the “Compensation Discussion and Analysis—Equity Compensation” section of this Proxy Statement. For a description of acceleration and extended vesting terms applicable to certain of the awards, please see the “Compensation Discussion and Analysis—Retirement, Severance and Change in Control Arrangements” and “Executive Compensation Tables—Potential Payments upon Termination or Change in Control” sections of this Proxy Statement. | |
| (8) | Strategic Goals Performance-Based RSUs: Amounts represent the potential numbers of performance-based RSUs that may be earned based on the number and nature of product development regulatory activities over the three-year performance period of 2021 through 2023. The number of performance-based RSUs that will be earned will not be determined until after the performance period ends on December 31, 2023. The earned performance-based RSUs, if any, vest in full on the third anniversary of the grant date subject to the recipient’s continued service. For further discussion of the performance-based RSU awards granted in 2021, see the “Compensation Discussion and Analysis—Equity Compensation” section of this Proxy Statement. For a description of acceleration and extended vesting terms applicable to certain of the awards, please see the “Compensation Discussion and Analysis—Retirement, Severance and Change in Control Arrangements” and “Executive Compensation Tables—Potential Payments upon Termination or Change in Control” sections of this Proxy Statement. |
| (9) | Relative Total Shareholder Return Performance-Based RSUs: Amounts represent the potential numbers of performance-based RSUs that may be earned based on relative total shareholder return compared to the performance of companies that make up the Nasdaq Biotechnology Index over the three-year performance period of 2021 through 2023. The number of performance-based RSUs that will be earned will not be determined until after the performance period ends on December 31, 2023. The earned performance-based RSUs, if any, vest in full on the third anniversary of the grant date subject to the recipient’s continued service. For further discussion of the performance-based RSU awards granted in 2021, see the “Compensation Discussion and Analysis—Equity Compensation” section of this Proxy Statement. For a description of acceleration and extended vesting terms applicable to certain of the awards, please see the “Compensation Discussion and Analysis—Retirement, Severance and Change in Control Arrangements” and “Executive Compensation Tables—Potential Payments upon Termination or Change in Control” sections of this Proxy Statement. |
| (10) | The maximum achievement for corporate goals under the |
The number of stock options and RSUs granted to the Chief Executive OfficerCEO is determined based on recommendations by the Compensation Committee and is approved by the Board and the number of stock options and RSUs granted to the other NEOs is determined based on a recommendation from the Chief Executive OfficerCEO and is approved by the Compensation Committee. See the“Equity CompensationCompensation” ”section of this Proxy Statement for additional information regarding grant practices.
| 2022 Proxy Statement |www.biomarin.com | 67 |
|
EXECUTIVE COMPENSATION
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth the outstanding unexercised stock options and unvested stock awards granted pursuant to equity awards as of the end of fiscal year 20192021 for each of the NEOs. For a description of acceleration and extended vesting terms applicable to certain of the awards, please see the “Compensation Discussion and Analysis—Retirement, Severance and Change in Control Arrangements” and “Executive Compensation Tables—Potential Payments upon Termination or Change in Control” sections of this Proxy Statement.
| Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable(1) (#) | Number of Securities Underlying Unexercised Options Unexercisable(1) (#) | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | |
| Jean-Jacques Bienaimé | 5/12/2010 | 115,000 | – | 21.51 | 5/11/2020 | |||
| 5/12/2011 | 140,513 | – | 26.49 | 5/11/2021 | ||||
| 5/8/2012 | 140,000 | – | 37.46 | 5/7/2022 | ||||
| 5/15/2013 | 220,500 | – | 67.81 | 5/14/2023 | ||||
| 6/4/2014 | 191,000 | – | 63.10 | 6/3/2024 | ||||
| 3/3/2015 | 90,500 | – | 108.36 | 3/2/2025 | ||||
| 3/15/2016 | 127,546 | 8,504 | 83.43 | 3/14/2026 | 15,178 | (3) | 1,283,300 | |
| 3/22/2017 | 99,033 | 45,017 | 87.42 | 3/21/2027 | 22,260 | (3) | 1,882,083 | |
| 3/22/2017 | 15,346 | (5) | 1,297,504 | |||||
| 3/15/2018 | 64,832 | 83,358 | 83.57 | 3/14/2028 | 34,755 | (3) | 2,938,535 | |
| 3/15/2018 | 30,214 | (5) | 2,554,594 | |||||
| 3/15/2019 | – | 87,080 | 94.53 | 3/14/2029 | 34,780 | (3) | 2,940,649 | |
| 3/15/2019 | 35,579 | (5) | 3,008,289 | |||||
| 3/15/2019 | 34,780 | (6) | 2,940,649 | |||||
| Daniel Spiegelman | 5/29/2012 | 2,604 | – | 39.06 | 5/28/2022 | |||
| 5/15/2013 | 42,922 | – | 67.81 | 5/14/2023 | ||||
| 6/4/2014 | 21,700 | – | 63.10 | 6/3/2024 | ||||
| 3/3/2015 | 23,900 | – | 108.36 | 3/2/2025 | ||||
| 3/15/2016 | 34,959 | 2,331 | 83.43 | 3/14/2026 | 4,160 | (3) | 351,728 | |
| 3/22/2017 | 27,142 | 12,338 | 87.42 | 3/21/2027 | 6,100 | (3) | 515,755 | |
| 3/22/2017 | 4,207 | (5) | 355,702 | |||||
| 3/15/2018 | 17,456 | 22,444 | 83.57 | 3/14/2028 | 9,360 | (3) | 791,388 | |
| 3/15/2018 | 8,137 | (5) | 687,983 | |||||
| 3/15/2019 | – | 23,450 | 94.53 | 3/14/2029 | 9,370 | (3) | 792,234 | |
| 3/15/2019 | 9,585 | (5) | 810,496 | |||||
| 3/15/2019 | 9,370 | (6) | 792,234 |
| Option Awards | Stock Awards | |||||||||||||||||
| Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable(1) (#) | Number of Securities Underlying Unexercised Options Unexercisable(1) (#) | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | |||||||||
| Jean-Jacques Bienaimé | 5/8/2012 | 125,000 | — | 37.46 | 5/7/2022 | — | — | |||||||||||
| 5/15/2013 | 220,500 | — | 67.81 | 5/14/2023 | — | — | ||||||||||||
| 6/4/2014 | 191,000 | — | 63.10 | 6/3/2024 | — | — | ||||||||||||
| 3/3/2015 | 90,500 | — | 108.36 | 3/2/2025 | — | — | ||||||||||||
| 3/15/2016 | 136,050 | — | 83.43 | 3/14/2026 | — | — | ||||||||||||
| 3/22/2017 | 144,050 | — | 87.42 | 3/21/2027 | — | — | ||||||||||||
| 3/15/2018 | 138,927 | 9,263 | 83.57 | 3/14/2028 | 11,585(3) | 1,023,535 | ||||||||||||
| 3/15/2019 | 59,867 | 27,213 | 94.53 | 3/14/2029 | 17,390(3) | 1,536,407 | ||||||||||||
| 3/15/2019 | — | — | — | — | 11,861(5) | 1,047,919 | ||||||||||||
| 3/15/2019 | — | — | — | — | 34,780(6) | 3,072,813 | ||||||||||||
| 3/16/2020 | 55,965 | 71,955 | 73.82 | 3/15/2030 | 33,638(3) | 2,971,917 | ||||||||||||
| 3/16/2020 | — | — | — | — | 44,850(6) | 3,962,498 | ||||||||||||
| 3/16/2020 | — | — | — | — | 22,430(7) | 1,981,691 | ||||||||||||
| 3/16/2020 | — | — | — | — | 22,430(8) | 1,981,691 | ||||||||||||
| 3/15/2021 | — | 101,820 | 78.39 | 3/14/2031 | 41,350(3) | 3,653,273 | ||||||||||||
| 3/15/2021 | — | — | — | — | 16,540(9) | 1,461,309 | ||||||||||||
| 3/15/2021 | — | — | — | — | 24,810(10) | 2,191,964 | ||||||||||||
| 3/15/2021 | — | — | — | — | 41,350(11) | 3,653,273 | ||||||||||||
| |
| 68 | |
EXECUTIVE COMPENSATION
| Option Awards | Stock Awards | |||||||||||||||||
| Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable(1) (#) | Number of Securities Underlying Unexercised Options Unexercisable(1) (#) | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | |||||||||
| Brian R. Mueller | 5/8/2012 | 11,800 | — | 37.46 | 5/7/2022 | — | — | |||||||||||
| 5/15/2013 | 12,900 | — | 67.81 | 5/14/2023 | — | — | ||||||||||||
| 6/4/2014 | 10,000 | — | 63.10 | 6/3/2024 | — | — | ||||||||||||
| 3/16/2015 | 9,000 | — | 124.37 | 3/15/2025 | — | — | ||||||||||||
| 3/15/2016 | 7,000 | — | 83.43 | 3/14/2026 | — | — | ||||||||||||
| 3/22/2017 | 7,740 | — | 87.42 | 3/21/2027 | — | — | ||||||||||||
| 3/15/2018 | 8,550 | 570 | 83.57 | 3/14/2028 | 1,428(3) | 126,164 | ||||||||||||
| 3/15/2019 | 6,633 | 3,017 | 94.53 | 3/14/2029 | 2,890(3) | 255,332 | ||||||||||||
| 2/3/2020 | — | — | — | — | 2,900(12) | 256,215 | ||||||||||||
| 3/16/2020 | 4,200 | 5,400 | 73.82 | 3/15/2030 | 5,048(3) | 445,991 | ||||||||||||
| 3/16/2020 | — | — | — | — | 1,690(6) | 149,312 | ||||||||||||
| 3/16/2020 | — | — | — | — | 850(7) | 75,098 | ||||||||||||
| 3/16/2020 | — | — | — | — | 850(8) | 75,098 | ||||||||||||
| 6/29/2020 | 4,960 | 8,270 | 122.18 | 6/28/2030 | 3,480(3) | 307,458 | ||||||||||||
| 6/29/2020 | — | — | — | — | 4,640(6) | 409,944 | ||||||||||||
| 6/29/2020 | — | — | — | — | 4,640(8) | 409,944 | ||||||||||||
| 3/15/2021 | — | 24,890 | 78.39 | 3/14/2031 | 10,110(3) | 893,219 | ||||||||||||
| 3/15/2021 | — | — | — | — | 4,050(9) | 357,818 | ||||||||||||
| 3/15/2021 | — | — | — | — | 6,070(10) | 536,285 | ||||||||||||
| 3/15/2021 | — | — | — | — | 10,110(11) | 893,219 | ||||||||||||
| Jeff Ajer | 5/15/2013 | 49,000 | — | 67.81 | 5/14/2023 | — | — | |||||||||||
| 6/4/2014 | 15,700 | — | 63.10 | 6/3/2024 | — | — | ||||||||||||
| 3/3/2015 | 23,900 | — | 108.36 | 3/2/2025 | — | — | ||||||||||||
| 3/15/2016 | 36,280 | — | 83.43 | 3/14/2026 | — | — | ||||||||||||
| 3/22/2017 | 39,480 | — | 87.42 | 3/21/2027 | — | — | ||||||||||||
| 3/15/2018 | 38,475 | 2,565 | 83.57 | 3/14/2028 | 3,210(3) | 283,604 | ||||||||||||
| 3/15/2019 | 16,121 | 7,329 | 94.53 | 3/14/2029 | 4,685(3) | 413,920 | ||||||||||||
| 3/15/2019 | — | — | — | — | 3,197(5) | 282,455 | ||||||||||||
| 3/15/2019 | — | — | — | — | 9,370(6) | 827,840 | ||||||||||||
| 6/5/2019 | — | — | — | — | 14,160(13) | 1,251,036 | ||||||||||||
| 3/16/2020 | 12,945 | 16,645 | 73.82 | 3/15/2030 | 7,785(3) | 687,805 | ||||||||||||
| 3/16/2020 | — | — | — | — | 10,380(6) | 917,073 | ||||||||||||
| 3/16/2020 | — | — | — | — | 5,190(7) | 458,537 | ||||||||||||
| 3/16/2020 | — | — | — | — | 5,190(8) | 458,537 | ||||||||||||
| 3/15/2021 | — | 26,400 | 78.39 | 3/14/2031 | 10,720(3) | 947,112 | ||||||||||||
| 3/15/2021 | — | — | — | — | 4,290(9) | 379,022 | ||||||||||||
| 3/15/2021 | — | — | — | — | 6,440(10) | 568,974 | ||||||||||||
| 3/15/2021 | — | — | — | — | 10,720(11) | 947,112 | ||||||||||||
|
| Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable(1) (#) | Number of Securities Underlying Unexercised Options Unexercisable(1) (#) | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | |
| Jeff Ajer | 5/15/2013 | 49,000 | – | 67.81 | 5/14/2023 | |||
| 6/4/2014 | 30,700 | – | 63.10 | 6/3/2024 | ||||
| 3/3/2015 | 23,900 | – | 108.36 | 3/2/2025 | ||||
| 3/15/2016 | 34,012 | 2,268 | 83.43 | 3/14/2026 | 4,048 | (3) | 342,258 | |
| 3/22/2017 | 27,142 | 12,338 | 87.42 | 3/21/2027 | 6,100 | (3) | 515,755 | |
| 3/22/2017 | 4,207 | (5) | 355,702 | |||||
| 3/15/2018 | 17,955 | 23,085 | 83.57 | 3/14/2028 | 9,630 | (3) | 814,217 | |
| 3/15/2018 | 8,372 | (5) | 707,853 | |||||
| 3/15/2019 | – | 23,450 | 94.53 | 3/14/2029 | 9,370 | (3) | 792,234 | |
| 3/15/2019 | 9,585 | (5) | 810,496 | |||||
| 3/15/2019 | 9,370 | (6) | 792,234 | |||||
| 6/5/2019 | 14,160 | (7) | 1,197,228 | |||||
| Robert A. Baffi, Ph.D. | 5/12/2010 | 40,000 | – | 21.51 | 5/11/2020 | |||
| 5/12/2011 | 80,000 | – | 26.49 | 5/11/2021 | ||||
| 5/8/2012 | 40,000 | – | 37.46 | 5/7/2022 | ||||
| 5/15/2013 | 70,000 | – | 67.81 | 5/14/2023 | ||||
| 6/4/2014 | 47,200 | – | 63.10 | 6/3/2024 | ||||
| 3/3/2015 | 23,900 | – | 108.36 | 3/2/2025 | ||||
| 3/15/2016 | 34,012 | 2,268 | 83.43 | 3/14/2026 | 4,048 | (3) | 342,258 | |
| 3/22/2017 | 26,413 | 12,007 | 87.42 | 3/21/2027 | 5,935 | (3) | 501,804 | |
| 3/22/2017 | 4,092 | (5) | 345,979 | |||||
| 3/15/2018 | 16,957 | 21,803 | 83.57 | 3/14/2028 | 9,090 | (3) | 768,560 | |
| 3/15/2018 | 7,902 | (5) | 668,114 | |||||
| 3/15/2019 | – | 24,120 | 94.53 | 3/14/2029 | 9,630 | (3) | 814,217 | |
| 3/15/2019 | 9,851 | (5) | 832,987 | |||||
| 3/15/2019 | 9,630 | (6) | 814,217 | |||||
| 6/5/2019 | 14,160 | (8) | 1,197,228 |
| 2022 Proxy Statement | www.biomarin.com | 69 |
EXECUTIVE COMPENSATION
| Option Awards | Stock Awards | |||||||||||||||||
| Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable(1) (#) | Number of Securities Underlying Unexercised Options Unexercisable(1) (#) | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | |||||||||
| Henry J. Fuchs, M.D. | 3/3/2015 | 30,500 | — | 108.36 | 3/2/2025 | — | — | |||||||||||
| 3/15/2016 | 44,340 | — | 83.43 | 3/14/2026 | — | — | ||||||||||||
| 3/22/2017 | 64,030 | — | 87.42 | 3/21/2027 | — | — | ||||||||||||
| 3/15/2018 | 48,093 | 3,207 | 83.57 | 3/14/2028 | 4,010(3) | 354,284 | ||||||||||||
| 3/15/2019 | 22,110 | 10,050 | 94.53 | 3/14/2029 | 6,420(3) | 567,207 | ||||||||||||
| 3/15/2019 | — | — | — | — | 4,379(5) | 386,885 | ||||||||||||
| 3/15/2019 | — | — | — | — | 12,840(6) | 1,134,414 | ||||||||||||
| 3/16/2020 | 22,736 | 29,234 | 73.82 | 3/15/2030 | 13,665(7) | 1,207,303 | ||||||||||||
| 3/16/2020 | — | — | — | — | 18,220(6) | 1,609,737 | ||||||||||||
| 3/16/2020 | — | — | — | — | 9,110(7) | 804,869 | ||||||||||||
| 3/16/2020 | — | — | — | — | 9,110(8) | 804,869 | ||||||||||||
| 3/15/2021 | — | 37,710 | 78.39 | 3/14/2031 | 15,230(3) | 1,353,522 | ||||||||||||
| 3/15/2021 | — | — | — | — | 6,130(9) | 541,586 | ||||||||||||
| 3/15/2021 | — | — | — | — | 9,190(10) | 811,937 | ||||||||||||
| 3/15/2021 | — | — | — | — | 15,320(11) | 1,353,522 | ||||||||||||
| C. Greg Guyer, Ph.D. | 5/4/2020 | 25,392 | 38,758 | 90.36 | 5/3/2030 | 26,280(3) | 2,321,838 | |||||||||||
| 3/15/2021 | — | 25,650 | 78.39 | 3/14/2031 | 10,420(3) | 920,607 | ||||||||||||
| 3/15/2021 | — | — | — | — | 4,170(9) | 368,420 | ||||||||||||
| 3/15/2021 | — | — | — | — | 6,250(10) | 552,188 | ||||||||||||
| 3/15/2021 | — | — | — | — | 10,420(11) | 920,607 | ||||||||||||
|
| Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable(1) (#) | Number of Securities Underlying Unexercised Options Unexercisable(1) (#) | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market | ||||||||
| Henry J. Fuchs, M.D. | 5/15/2013 | 91,000 | – | 67.81 | 5/14/2023 | ||||||||||
| 6/4/2014 | 58,400 | – | 63.10 | 6/3/2024 | |||||||||||
| 3/3/2015 | 30,500 | – | 108.36 | 3/2/2025 | |||||||||||
| 3/15/2016 | 41,568 | 2,772 | 83.43 | 3/14/2026 | 4,948 | (3) | 418,353 | ||||||||
| 3/22/2017 | 44,020 | 20,010 | 87.42 | 3/21/2027 | 9,895 | (3) | 836,622 | ||||||||
| 3/22/2017 | 6,823 | (5) | 576,885 | ||||||||||||
| 3/15/2018 | 22,443 | 28,857 | 83.57 | 3/14/2028 | 12,030 | (3) | 1,017,137 | ||||||||
| 3/15/2018 | 10,459 | (5) | 884,308 | ||||||||||||
| 3/15/2019 | – | 32,160 | 94.53 | 3/14/2029 | 12,840 | (3) | 1,085,622 | ||||||||
| 3/15/2019 | 13,135 | (5) | 1,110,649 | ||||||||||||
| 3/15/2019 | 12,840 | (6) | 1,085,622 |
| (1) | All stock options vest over a four-year period. Stock options granted before June 15, 2015 vest at the rate of 6/48ths on the sixth-month anniversary of the grant date and 1/48th each month during the optionee’s employment. Stock options granted on or after June 15, 2015 vest at the rate of 12/48ths on the 12-month anniversary of the grant date and 1/48th each month thereafter during the optionee’s employment. Subject to certain exceptions, the maximum term of stock options granted under the Amended and Restated 2006 Share Incentive Plan (2006 Plan) and the 2017 Plan is 10 years. |
| (2) | Represents the closing market price of our common stock as reported on the Nasdaq Global Select Market on the grant date. |
| (3) | Represents service-based RSUs. Except as otherwise noted, all service-based RSUs vest over a four-year period, vesting at the rate of one fourth on the anniversary of the grant date and one fourth each anniversary of the grant date thereafter during the recipient’s continued service. |
| (4) | The value of RSUs shown in the table that have not yet vested was calculated using |
| (5) | Represents earned revenue performance-based RSUs. The numbers of performance-based RSUs reflected in this table are the actual numbers of RSUs earned by the NEOs based on achievement of performance criteria as of the respective measurement dates for each performance award. In early |
| (6) | Represents unearned relative total shareholder return performance-based RSUs. The numbers of performance-based RSUs reflected in this table are the target numbers of RSUs granted to the NEOs. Under the terms of these awards, the number of performance-based RSUs that will be earned, if any, are calculated by multiplying the target number of performance-based RSUs by a |
| (7) | Represents unearned non-GAAP income performance-based RSUs. The numbers of performance-based RSUs reflected in this table are the target numbers of RSUs granted to the NEOs. Under the terms of these awards, the number of performance-based RSUs that will be earned, if any, are calculated by multiplying the target number of performance-based RSUs by a |
| 70 | |
EXECUTIVE COMPENSATION
| (8) | Represents unearned strategic goals performance-based RSUs. The numbers of performance-based RSUs reflected in this table are the target numbers of RSUs granted to the NEOs. Under the terms of these awards, the number of performance-based RSUs that will be earned, if any, are calculated by multiplying the target number of performance-based RSUs by a multiplier. The multiplier will be determined based on the number and nature of product development regulatory activities over the three-year performance period of 2020 through 2022. The earned performance-based RSUs, if any, vest in full on the third anniversary of the grant date subject to the recipient’s continued service. For further discussion of the performance-based RSU awards granted in 2020, see the “Compensation Discussion and Analysis—Equity Compensation” section of the Proxy Statement for the Company’s 2021 Annual Meeting. |
| (9) | Represents unearned relative total shareholder return performance-based RSUs. The numbers of performance-based RSUs reflected in this table are the target numbers of RSUs granted to the NEOs. Under the terms of these awards, the number of performance-based RSUs that will be earned, if any, are calculated by multiplying the target number of performance-based RSUs by a multiplier. The multiplier will be determined based on the Company’s performance as compared to the relative total shareholder return performance of companies that made up the Nasdaq Biotechnology Index over a three-year performance period commencing on the first day of the year of grant through the last day of the third year following the year of grant. The earned performance-based RSUs, if any, vest in full on the third anniversary of the grant date subject to the recipient’s continued service. For further discussion of the performance-based RSU awards granted in 2021, see the “Compensation Discussion and Analysis—Equity Compensation” section of this Proxy Statement. |
| (10) | Represents unearned non-GAAP income performance-based RSUs. The numbers of performance-based RSUs reflected in this table are the target numbers of RSUs granted to the NEOs. Under the terms of these awards, the number of performance-based RSUs that will be earned, if any, are calculated by multiplying the target number of performance-based RSUs by a multiplier. The multiplier will be determined based on the level of non-GAAP income over three, one-year periods spanning 2021 through 2023. The earned performance-based RSUs, if any, vest in full on the third anniversary of the grant date subject to the recipient’s continued service. For further discussion of the performance-based RSU awards granted in 2021, see the “Compensation Discussion and Analysis—Equity Compensation” section of this Proxy Statement. |
| (11) | Represents unearned strategic goals performance-based RSUs. The numbers of performance-based RSUs reflected in this table are the target numbers of RSUs granted to the NEOs. Under the terms of these awards, the number of performance-based RSUs that will be earned, if any, are calculated by multiplying the target number of performance-based RSUs by a multiplier. The multiplier will be determined based on the number and nature of product development regulatory activities over the three-year performance period of 2021 through 2023. The earned performance-based RSUs, if any, vest in full on the third anniversary of the grant date subject to the recipient’s continued service. For further discussion of the performance-based RSU awards granted in 2021, see the “Compensation Discussion and Analysis—Equity Compensation” section of this Proxy Statement. |
| (12) | Represents service-based RSUs. This grant of service-based RSUs vests 1/2 on the first anniversary of the grant date and 1/2 on the second anniversary of the grant date, subject to the recipient’s continued service. The retirement benefit applicable to certain of the |
| (13) | Represents service-based RSUs. This grant of service-based RSUs vest in full on the third anniversary of the grant date, subject to the recipient’s continued service. The retirement benefit applicable to certain of the Company’s senior executives, including the NEOs, but specifically excluding the |
|
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Options Exercised and Stock Vested
The following table sets forth the number and value of stock options exercised and share awards that vested in fiscal year 20192021 for each of the NEOs.
| Option Awards | Stock Awards | Option Awards | Stock Awards | |||||||||||||
| Name | Number of Shares Acquired on Exercise(#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting(#) | Value Realized on Vesting ($)(2) | Number of Shares Acquired on Exercise(#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting(#) | Value Realized on Vesting ($)(2) | ||||||||
| Jean-Jacques Bienaimé | 117,000 | 8,365,069 | 93,134 | 8,634,683 | 154,513 | 8,163,997 | 69,588 | 5,443,220 | ||||||||
| Daniel Spiegelman | – | – | 25,310 | 2,346,153 | ||||||||||||
| Brian R. Mueller | 6,709 | 343,970 | 9,812 | 786,062 | ||||||||||||
| Jeff Ajer | – | – | 25,295 | 2,344,734 | — | — | 18,579 | 1,453,742 | ||||||||
| Robert A. Baffi, Ph.D. | – | – | 24,687 | 2,288,517 | ||||||||||||
| Henry J. Fuchs, M.D. | – | – | 34,158 | 3,153,469 | — | — | 26,331 | 2,059,355 | ||||||||
| C. Greg Guyer, Ph.D. | — | — | 8,760 | 686,346 | ||||||||||||
| (1) | The value realized upon exercise of stock options reflects the price at which shares acquired upon exercise of the stock options were sold or valued for income tax purposes, net of the exercise price for acquiring the shares. |
| (2) | The value realized on vesting of RSUs was calculated as of the product of the closing price of a share of our common stock on the vesting date, multiplied by the number of shares vested. |
