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

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STOCKHOLDER NOMINATIONS

Stockholder Nominations

In addition, our Amended and Restated Bylaws (Bylaws), permit stockholders to nominate directors (i) for inclusion in our proxy materials and consideration at an Annual Meeting of Stockholders pursuant to our proxy access bylaw and (ii) for consideration at an Annual Meeting of Stockholders without being included in our proxy materials. For a description of the process for nominating directors in accordance with our Bylaws, see the section of this Proxy Statement titled, “Additional Information–Questions and Answers about these Proxy Materials and Voting,,” including the information under the headings, “How can I recommend a director nominee for consideration by the CGN Committee?” and “When are other proposals and director nominations for next year’s Annual Meeting due?”

THE BOARD’S ROLES AND RESPONSIBILITIES

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 at www.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.

The Board periodically reviews its leadership structure in light of the composition of the Board, the Company’s size, the nature of the Company’s business, the regulatory framework under which the Company operates, and other relevant factors and to better align the operational leadership of the Company. Based on such review, the Board believes that combining the Chair and Chief Executive OfficerCEO positions under the leadership of Jean-Jacques Bienaimé is in the best interests of the Company and its stockholders. This determination is 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. Bienaimé has served as Chair since the 2015 Annual Meeting.

	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 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. Due to the combined roles of Chair and Chief Executive OfficerCEO under Mr. Bienaimé, the Board also appoints 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 at www.bmrn.com. Information on our website is NOT incorporated by reference in this Proxy Statement.

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As outlined in the Lead Independent Director Charter, the Lead Independent Director is responsible for:

Table●  presiding at all meetings of Contentsthe Board at which the Chair is not present, including executive sessions of the Independent Directors;

Proposal 1: Election●  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 DirectorsBoard 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;

	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;
	•	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.

●  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 2020,2021, 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 oversees risks related 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 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.

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2021 Proxy Statement 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.

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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, 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 2020,2021 and early 2022, please see the “Proxy Overview—Stockholder EngagementEngagement” ” and “Compensation Discussion and Analysis — Recent Say-on-Pay Vote and Stockholder FeedbackFeedback” ” 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: Mark J. Alles, Elaine J. Heron, Ph.D., Maykin Ho, Ph.D., V. Bryan Lawlis, Ph.D. Meetings Held in 2020: 2021: 89

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:

Among other duties and responsibilities, the Audit Committee:

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The Audit Committee is currently composed of four directors: Mr. Hombach (Chair), Mr. Alles, Dr. Heron, Dr. Ho 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 DirectorDirector.”.”

The Audit Committee is governed by a written charter adopted by the Board. The Audit Committee charterCharter can be found in the Corporate Governance section of the Investors section of our website at 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: Michael GreyElizabeth McKee Anderson Members: Elizabeth McKee Anderson, Robert J. Hombach, V. Bryan Lawlis, Ph.D., David E.I. Pyott, M.D. (Hon.) Meetings Held in 2020: 2021: 87

The Compensation Committee is responsible for:

Among other duties and responsibilities, the Compensation Committee:

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The Compensation Committee is currently composed of four directors: Mr. GreyMs. Anderson (Chair), Ms. Anderson, Mr. Hombach, Dr. Lawlis and Dr. Pyott. 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)).

The Compensation Committee is governed by a written charter adopted by the Board. The Compensation Committee charterCharter can be found in the Corporate Governance section of the Investors section of our website at 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 AnalysisAnalysis” ” 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 20202021 and certain elements of compensation for 20202021 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 2020,2021, the Compensation Committee was composed of Mr. GreyMs. Anderson (Chair), Mr. Hombach, Dr. Lawlis and Dr. Pyott. Dr. Alan Lewis,Mr. Michael Grey, a former director who was not nominated for re-election atresigned in accordance with our Director Resignation Policy following the 20202021 Annual Meeting, also served onas 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 board of directors of any other entity that has one or more executive officers serving as a member of our Board or Compensation Committee. During 2020,2021, 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.

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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 2020: 2021: 4

The CGN Committee is responsible for:

Among other duties and responsibilities, the CGN Committee:

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 DirectorDirector.”.”

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.