TableThe Compensation Committee establishes our compensation philosophy and objectives, determines the structure, components and other elements of ContentsEXECUTIVE COMPENSATION
executive compensation, and reviews and approves the compensation of the NEOs or recommends it for approval by the Board. The Compensation Committee
structures the executive compensation program to accomplish our articulated compensation objectives in light of the compensation philosophy described above. In accordance with its charter, the Compensation Committee establishes total compensation for the CEO (generally at its February meeting). The Compensation Committee also reviews and evaluates the performance of the CEO and develops base salary and incentive compensation recommendations. Our CEO does not play any role with respect to any matter affecting his own compensation and is not present when the Compensation Committee discusses and formulates the compensation recommendation. 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 can be found in the Corporate Governance section of the Investors section of our website at www.bmrn.comwww.biomarin.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. Compensation ConsultantMercer 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
Since May 2021, Aon’s Human Capital Solutions practice, a division of Aon plc (Aon) has served as the Compensation Consultant
and believes thatto 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.Committee. The Compensation Consultant conducts analyses and provides advice on, among other things, the appropriate peer group, executive compensation for our CEO and other executive officers, equity compensation, and compensation trends in the biotechnology industry. As part of its analysis, the Compensation Consultant collects and analyzes compensation information from a comparative group of biotechnology companies or “peer group” approved by the Compensation Committee. The Compensation Committee evaluates the criteria used in establishing the peer group at least annually, to ensure that it appropriately represents the companies competing with us to attract and retain talent and represents a sufficiently broad group to provide meaningful data trends across multiple years. The Compensation Committee seeks input from management in addition to the Compensation Consultant to ensure the peer group is consistent with our current business model. The peer group used for 20212023 is discussed above.
below.
The Compensation Committee regularly reviews the services provided by the Compensation Consultant and believes that the engagement is consistent with Nasdaq listing standards and does not raise any conflicts of interest. The Compensation Committee continues to monitor the independence of its Compensation Consultant on a periodic basis. In March
2022,2024, Aon affirmed to the Compensation Committee that the total fees paid to it by BioMarin do not represent a significant concentration of its revenue for its most recent fiscal year, that it had policies in place to mitigate conflicts of interest, that it was not aware of any business or personal relationships between the members of its consulting team serving BioMarin and any member of the Compensation Committee, that it was not aware of any member of its consulting team serving BioMarin owning any stock of BioMarin, and that it is not aware of any business or personal relationships between Aon or the Company’s executive officers. The total dollar amount of services that Aon provided to BioMarin in
20212023 was
$479,223,$569,649, of which approximately
$177,907$552,281 was paid in connection with executive and director remuneration services,
including pay-for-performance disclosure and governance support, and approximately
$301,316$17,368 was paid in connection with
human resources and benefit consultingnon-compensation related services. The Compensation Committee has reviewed the level of services provided to BioMarin by
the Aon and does not believe the services give rise to a conflict of interest or compromise Aon’s independence in advising the Compensation Committee.
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, who are necessary to drive long-term stockholder value.
The selection 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 2023 (the 2023 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 Compensation Committee deliberately did not include in the 2023 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) |
| | |
The 2023 Peer Group is below:
| | | | | | | | |
Alnylam Pharmaceuticals, Inc. BeiGene Ltd. Biogen Inc. Exelixis, Inc. Horizon Therapeutics plc(1) | Incyte Corporation Ionis Pharmaceuticals Jazz Pharmaceuticals plc Neurocrine Biosciences, Inc. | Regeneron Pharmaceuticals, Inc. Seagen Inc.(1) United Therapeutics Corporation Vertex Pharmaceuticals Incorporated |
| | |
(1)Horizon Therapeutics plc and Seagen Inc. were acquired during 2023 and no longer public as of December 29, 2023.
As shown below, when comparing BioMarin against the companies in its 2023 Peer Group (using data as of December 29, 2023 and excluding companies that were no longer public as of such date), our number of employees, our one-year revenue growth and our market capitalization each falls between the median and the 75th percentile, our revenue falls just above the median, our net income falls between the 25th percentile and the median, our total shareholder return (TSR) over the most recent one year is at median, and our TSR over the most recent three years falls between the 25th percentile and the median.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Employees | Revenue (in millions) | 1-Year Revenue Growth | Net Income (in millions) | Market Capitalization (in millions) | 1-Year TSR | 3-Year TSR |
75th Percentile | 6,763 | | $ | 6,724 | | 23 | % | | $ | 1,181 | | | $ | 29,310 | | 29 | % | 14 | % |
50th Percentile (Median) | 2,324 | | $ | 2,205 | | 8 | % | | $ | 191 | | | $ | 13,353 | | -6 | % | 6 | % |
25th Percentile | 1,212 | | $ | 1,779 | | 1 | % | | $ | -165 | | | $ | 9,371 | | -20 | % | -6 | % |
BioMarin | 3,082 | | $ | 2,311 | | 15 | % | | $ | 147 | | | $ | 17,948 | | -6 | % | 4 | % |
BioMarin Percentile Rank | 61 | % | | 51% | 65 | % | | 46% | | 58% | 50 | % | 44 | % |
The Compensation Committee also reviews the compensation levels and disclosed program design for executives of Amgen, Inc., 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 CEO or other NEO positions because revenues and market capitalizations for these companies are significantly higher than BioMarin’s.
After the list of peer companies is approved, management presents recommendations to the Compensation Committee regarding proposed adjustments to compensation elements and a variety of supporting data, including compensation information from the peer group and the Radford Global Life Sciences Compensation survey and additional survey sources from the Compensation Consultant. This is presented individually for each executive officer, including the NEOs, 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 CEO.
The Compensation Committee also reviews market information provided by the Compensation Consultant, considers the CEO’s performance and experience and makes recommendations for adjustments to the CEO’s compensation. These discussions are conducted in executive sessions without involvement by management. In particular, our CEO does not play any role with respect to any matter affecting his own compensation and is not present when the Compensation Committee discusses and formulates the compensation recommendation. The Compensation Committee then presents the recommendations for the CEO to the Board for consideration and approval. The Board must approve each of the CEO’s individual compensation elements.
Other Considerations and Policies
Clawback Policies
We adopted a clawback policy on October 4, 2023 that complies with the new SEC rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Nasdaq listing rules. The newly adopted policy provides that BioMarin will seek recovery of applicable incentive-based compensation received by current and former executive officers in the event of a required accounting restatement. We have also historically maintained a clawback policy, and this policy is in addition to any policies or recovery requirements provided under the new SEC rules. Under these clawback policies, we can recoup certain cash and equity incentive compensation paid to current or former executive officers in the event we are required to prepare an accounting restatement of our financial statements due to our material noncompliance with any financial reporting requirement under the securities laws. These policies are designed to reverse, to the extent possible, any economic benefit resulting from incentive compensation paid to executive officers based on erroneously prepared financial statements. If BioMarin is required to prepare an accounting restatement because of material non-compliance with any financial reporting requirement, all incentive compensation paid or credited to each current or former executive officer for the restated period will be recalculated based on restated results. To the extent the recalculated incentive compensation is less than the incentive compensation actually paid or credited to such executive officer for that period, the excess amount must be forfeited or returned to BioMarin. Our clawback policies can be found in the Corporate Governance section of the Investors section of our website at www.biomarin.com. Information on our website is NOT incorporated by reference in this Proxy Statement.
Accounting and Tax Considerations
Nonqualified Deferred Compensation — Code Section 409A regulates nonqualified deferred compensation arrangements, including the time and form of payment. A discussion of our nonqualified deferred compensation arrangements is provided under the “Compensation Discussion and Analysis — Nonqualified“Nonqualified Deferred Compensation” section of this Proxy Statement.CD&A.
Accounting for Stock-Based Compensation — Stock-based compensation is accounted for in accordance with Financial 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 Notes 1 and 13, respectively, to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021,2023, as filed with the SEC on February 25, 2022.26, 2024. Generally, the Compensation Committee does not make compensation decisions based on the tax or accounting treatment of any particular form of compensation; however, it has considered and approved and may in the future consider the grant of alternative equity incentives to our NEOs in lieu of certain forms of equity grants in light of the accounting impact of FASB ASC Topic 718 with respect to equity grants and other considerations.
Section 162(m) — Section 162(m) of the Code (Section 162(m)) generally provides that publicly held companies may not deduct compensation paid to certain of their top executive officers to the extent that such compensation exceeds $1 million per officer in any year. While the Compensation Committee considers the deductibility of awards as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the compensation is not deductible by us for tax purposes.
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2024 Proxy Statement | 89 |
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” Guidelines” section of this Proxy Statement for a more detailed discussion of our stock ownership guidelines. Anti-Hedging and Anti-Pledging Policy
The Board has approved an anti-hedging and anti-pledging policy for our directors and employees. Under this policy, all of our directors and employees are prohibited from engaging in short-sales, transactions in put or call options, hedging transactions or other inherently speculative transactions in BioMarin equity securities or engaging in margin and other pledging activities. Under the policy, a contribution of the Company’s securities to an exchange fund not designed to hedge any decrease in the market value of BioMarin’s equity securities is not considered a form of hedging; however, such contribution by an employee designated as an insider remains subject to the other provisions of the Company’s Insider Trading Policy, including provisions regarding quarterly trading blackout periods and pre-clearance requirements.
Compensation Committee Report(1) The Compensation Committee has reviewed and discussed the
Compensation Discussion and Analysis CD&A contained herein with management, and based on such review and discussions, the Compensation Committee has recommended to the Board that the
Compensation Discussion and AnalysisCD&A be included in this Proxy Statement and incorporated into BioMarin’s Annual Report on Form 10-K for the year ended December 31,
2021.2023.
Respectfully submitted on April
4, 20223, 2024 by the members of the Compensation Committee of the
Board of Directors:Board:
Elizabeth McKee Anderson, Chair
Robert J. Hombach
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.
| (1) | | | | |
2024 Proxy Statement | 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.91 |
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2022 Proxy Statement | www.biomarin.com | 63Executive Compensation |
Table of Contents
EXECUTIVE COMPENSATION
Executive Compensation Tables
Summary Compensation Table
The following table discloses compensation awarded to, earned by or paid to the following persons during
2021, 20202023, 2022 and
2019:2021: (i)
Alexander Hardy, our CEO since December 1, 2023, (ii) Jean-Jacques Bienaimé,
who served as our
CEO; (ii)CEO until November 30, 2023, (iii) Brian R. Mueller, our CFO, and
(iii)(iv) Jeff Ajer, Henry J. Fuchs, M.D.
, and
C. Greg Guyer, Ph.D., the three most highly-compensated executive officers other than the CEO and CFO who were serving as executive officers at the end of fiscal year
20212023 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
2021,2023, see the footnotes that follow the table. For further information regarding amounts below for
20202022 and
2019,2021, see our Proxy Statement for the
20212023 and
20202022 Annual Meetings, respectively.
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 “Compensation Discussion and Analysis—Base Salary” section of this Proxy Statement for further information regarding amounts in this column. |
(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 2021. For the service-based RSUs and non-GAAP income and strategic goals performance-based RSUs awarded in 2021, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal Position | Year | Salary(1) | Bonus | Stock Awards(2) | Option Awards(3) | Non-Equity Incentive Plan Compensation(4) | All Other Compensation(5) | Total | Alexander Hardy President and CEO | 2023 | $ | 64,615 | | $900,000(6) | $ | 10,662,587 | | $ | 6,207,816 | | | $ | — | | | $ | 40,218 | | $ | 17,875,236 | | (7) | — | | — | | — | | — | | | — | | | — | | — | | (7) | — | | — | | — | | — | | | — | | | — | | — | | Jean-Jacques Bienaimé Former CEO and Former Chairman of the Board | 2023 | $ | 1,479,423 | | — | | $15,949,610(8) | $2,370,990(9) | | $ | 1,668,000 | | | $ | 507,997 | | $ | 21,976,020 | | 2022 | 1,313,954 | | — | | 12,962,836 | | 1,866,566 | | | 2,109,612 | | | 98,912 | | 18,351,880 | | 2021 | 1,260,000 | | — | | 11,342,306 | | 3,247,040 | | | 2,343,600 | | | 69,592 | | 18,262,538 | | Brian R. Mueller Executive Vice President, Finance and CFO | 2023 | $ | 666,346 | | — | | $ | 2,947,369 | | $ | 832,004 | | | $ | 384,750 | | | $ | 23,723 | | $ | 4,854,192 | | 2022 | 624,231 | | — | | 3,104,558 | | 852,883 | | | 500,850 | | | 24,762 | | 5,107,284 | | 2021 | 600,000 | | — | | 2,773,957 | | 793,742 | | | 511,500 | | | 19,966 | | 4,699,165 | | Jeff Ajer Executive Vice President, Chief Commercial Officer | 2023 | $ | 669,231 | | — | | $ | 3,094,233 | | $ | 873,661 | | | $ | 405,000 | | | $ | 28,232 | | $ | 5,070,357 | | 2022 | 638,269 | | — | | 3,357,648 | | 922,027 | | | 512,775 | | | 26,619 | | 5,457,338 | | 2021 | 610,000 | | — | | 2,941,280 | | 841,896 | | | 567,300 | | | 24,933 | | 4,985,408 | | Henry J. Fuchs, M.D. President, Worldwide R&D | 2023 | $ | 818,269 | | — | | $ | 6,792,991 | | $ | 1,456,102 | | | $ | 563,063 | | | $ | 30,393 | | $ | 9,660,818 | | 2022 | 782,308 | | — | | 6,063,957 | | 1,152,293 | | | 680,388 | | | 25,508 | | 8,704,454 | | 2021 | 750,000 | | — | | 4,202,276 | | 1,202,572 | | | 755,600 | | | 18,918 | | 6,929,366 | | C. Greg Guyer, Ph.D. Executive Vice President, Chief Technical Officer | 2023 | $ | 662,308 | | — | | $ | 3,817,386 | | $ | 769,518 | | | $ | 422,100 | | | $ | 29,807 | | $ | 5,701,119 | | 2022 | 624,231 | | — | | 3,104,558 | | 852,883 | | | 500,850 | | | 27,028 | | 5,109,550 | | 2021 | 600,000 | | 500,000 | | 2,858,206 | | 817,979 | | | 558,000 | | | 93,064 | | 5,427,248 | |
(1)See the “Compensation Discussion and Analysis—Base Salary” section of this Proxy Statement for further information regarding amounts in this column. (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 2023. For the service-based RSUs and core operating margin and strategic goals performance-based RSUs awarded in March 2023, the grant date fair value was computed using the closing price of our common stock on the date of grant, $78.39. For the relative total shareholder return performance-based RSUs awarded in 2021, the Company utilized a Monte Carlo simulation model to determine a weighted-average grant date fair value of $117.52 per RSU. For valuation methodology and assumptions used in determining these values, see Notes 1 and 13, respectively, to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on February 25, 2022. See the “Compensation Discussion and Analysis—Equity Compensation” section of this Proxy Statement for further information regarding amounts in this column. The table below shows the target and maximum payouts that were possible for the performance-based RSUs awarded in 2021 based on the value at the date of grant and the payout ranges. |
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 | |
| The performance-based RSUs awarded in 2021 will be earned based on the Company’s performance under three metrics: (1) relative total shareholder return, (2) non-GAAP income and (3) strategic goals, with the Company’s performance for all awards measured over the three-year period of 2021 through 2023. The numbers of performance-based RSUs that will be earned based on the Company’s performance over the three-year period of 2021 through 2023 will not be determined until after the performance period ends on December 31, 2023. See the “Compensation Discussion and Analysis—Equity Compensation” section of this Proxy Statement for further information regarding amounts in this column. |
(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 Notes 1 and 13, respectively, to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on February 25, 2022. See the “Compensation Discussion and Analysis—Equity Compensation” section of this Proxy Statement for further information regarding amounts in this column. |
(4) | Amounts noted for 2021 represent amounts earned by the NEOs during 2021 but paid in 2022. See the “Compensation Discussion and Analysis—Annual Cash Incentive” section of this Proxy Statement for further information regarding amounts in this column. |
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Table of Contents
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 guest of Mr. Bienaimé accompanying him on six business trips on corporate aircraft in which the Company has a fractional interest. See the “Compensation Discussion and Analysis—Other Benefits and Perquisites” section of this Proxy Statement for further information regarding amounts in this column. |
| |
(6) | In connection with Dr. Guyer’s appointment to Chief Technical Officer and Executive Vice President of Global Manufacturing and Technical Operations, effective May 4, 2020, he became entitled to relocation bonus of $500,000, which was earned in 2021. |
2021 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 CEOcommon stock on the date of grant, $87.74. For the service-based RSUs awarded in December 2023, the grant date fair value was computed using the closing price of our common stock on the date of grant, $92.42. For the relative total shareholder return performance-based RSUs awarded in 2023, the Company utilized a Monte Carlo simulation model to determine a weighted-average grant date fair value of $130.49 per RSU. For valuation methodology and assumptions used in determining these values, see Notes 1 and 13, respectively, to the annual total compensationconsolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 26, 2024. See the “Compensation Discussion and Analysis—Equity Compensation” section of our median-paid employeethis Proxy Statement for 2021. Our CEO pay ratio is a reasonable good faith estimate calculatedfurther information regarding amounts in a manner consistent with Item 402(u) of Regulation S-K.
Our CEO pay ratiothis column. The table below shows the target and maximum payouts that were possible for 2021, calculated as described below, was 104 to 1. This ratio wasthe performance-based RSUs awarded in 2023 based on the following:
value at the date of grant and the payout ranges. | | | | | | | | | | | | | | |
NEO | | Target Payout | | Maximum Payout |
Alexander Hardy | | $ | — | | | $ | — | |
Jean-Jacques Bienaimé | | 9,452,419 | | | 18,904,838 | |
Brian R. Mueller | | 2,102,433 | | | 4,204,866 | |
Jeff Ajer | | 2,207,182 | | | 4,414,364 | |
Henry J. Fuchs, M.D. | | 3,674,994 | | | 7,349,988 | |
C. Greg Guyer, Ph.D. | | 1,942,247 | | | 3,884,494 | |
| ● | the annual total compensation of our CEO, determined as described below, was $18,255,438; and | | | |
●92 | 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 $175,523.2024 Proxy Statement |
METHODOLOGY FOR DETERMINING OUR MEDIAN EMPLOYEE
The SEC CEO pay ratio rules allow a registrant to useperformance-based RSUs awarded in 2023 will be earned based on the same median employeeCompany’s performance under three metrics: (1) relative total shareholder return, (2) core operating margin and (3) strategic goals, with the Company’s performance for up to three years, as long as there were no significant changesall awards measured over the three-year period of 2023 through 2025. The numbers of performance-based RSUs that will be earned based on the Company’s performance over the three-year period of 2023 through 2025 will not be determined until after the performance period ends on December 31, 2025. See the “Compensation Discussion and Analysis—Equity Compensation” section of this Proxy Statement for further information regarding amounts in this column.
(3)Amounts noted for 2023 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 Notes 1 and 13, respectively, 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 usedconsolidated financial statements contained in the same median employeeCompany’s Annual Report on Form 10-K for 2021the year ended December 31, 2023, as was identified for 2020. The methodologyfiled with the SEC on February 26, 2024. See the “Compensation Discussion and the material assumptions and estimates we used in 2020 to determine the median employee were as follows:EMPLOYEE POPULATION
● | Total Global Population. We determined that, as of October 1, 2020, the date we selected to identify the median employee, our employee population consisted of approximately 3,017 individuals working for BioMarin and our consolidated subsidiaries, with approximately 73% of these individuals located in the U.S. and approximately 27% located outside the U.S. |
● | De Minimis Exemption. As permitted by SEC rules, we have chosen to exclude employees who are employed in certain jurisdictions from the determination of our median employee, given the relatively small number of employees in those jurisdictions and the estimated additional time, effort and expense that would be required to obtain and analyze their compensation information. In total, we excluded less than 5% of our non-U.S. workforce (100 individuals) for purposes of identifying the median employee, as shown in the table below. |
As noted above, the total number of our U.S. and non-U.S. employees irrespectiveAnalysis—Equity Compensation
” section of this de minimis exemptionProxy Statement for further information regarding amounts in this column. (4)Amounts noted for 2023 represent amounts earned by the NEOs during 2023 but paid in 2024. See the “Compensation Discussion and Analysis—Annual Cash Incentive” section of this Proxy Statement for further information regarding amounts in this column.
(5)Amounts noted for 2023 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 2023 amount includes: $46,137 for maintenance of personal security measures at Mr. Bienaimé’s residence, $25,125 for amounts paid for tickets to sporting, cultural and other events, as well as amounts for vested 401(k) matching, imputed income associated with term insurance premium payments, imputed income associated with whole life insurance premium payments, reimbursements for personal financial and tax planning and preparation, and incremental cost to us for a personal guest of Mr. Bienaimé accompanying him on eight business trips on corporate aircraft in which the Company has a fractional interest. In addition, for Mr. Bienaimé, the 2023 amount also includes consulting fees of $149,514, which was paid for Mr. Bienaimé’s services following his retirement from his position as CEO pursuant to the Consulting Agreement, as well as $219,035, which reflects the aggregate grant date fair value of the pro-rated RSU grant made on December 1, 2023 in connection with Mr. Bienaimé’s continuing services as a non-employee director until the 2024 Annual Meeting. The pro-rated RSU grant for Mr. Bienaimé’s continuing services as a non-employee director is consistent with the Company’s practice of awarding pro-rated grants to non-employee directors serving who serve for less than a year. See the “Summary of Independent Director Compensation—Equity Compensation” section of this Proxy Statement for further information regarding director compensation.In addition, see the “Compensation Discussion and Analysis— Compensation Related to Leadership Transitions” section of this Proxy Statement for further information regarding Mr. Bienaimé’s consulting fees. For Mr. Hardy, the 2023 amount includes $40,000 for reimbursement of his legal expenses in connection with the review of his employment agreement and imputed income associated with life insurance premium payments totaling less than $1,000. See the “Compensation Discussion and Analysis—Other Benefits and Perquisites” section of this Proxy Statement for further information regarding amounts in this column.
(6)Amount represents the signing bonus paid to Mr. Hardy in connection with his appointment as CEO effective December 1, 2023. See the “Compensation Discussion and Analysis—Compensation Related to Leadership Transitions” section of this Proxy Statement for further information regarding the signing bonus payable to Mr. Hardy.
(7)Mr. Hardy was appointed as the CEO of the Company effective December 1, 2023.
(8)Pursuant to Mr. Bienaimé’s Consulting Agreement, all unvested RSUs 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 | | 16 | |
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 the De Minimis Exemption | | 100 | |
| |
2022 Proxy Statement | www.biomarin.com | 65 |
Table 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 elementsDecember 31, 2024 shall continue to structure the compensation 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 2020 as if they were hired at the beginning of the fiscal year, as permitted by SEC rules, in identifying the median employee. |
● | 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, 2020. |
ANNUAL 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 yearvest in accordance with the requirementsapplicable award agreements.
See the “Compensation Discussion and Analysis—Compensation Related to Leadership Transitions” section of Item 402(c)(2)(x)this Proxy Statement for further information regarding continued vesting under the Consulting Agreement. The amount represents (i) the aggregate grant date fair value of Regulation S-K.ANNUAL TOTAL COMPENSATION OF CEO
With$3,167,414 with respect to service-based RSUs granted in March 2023 and December 2023, (ii) the aggregate grant date fair value of $9,452,419 with respect to performance-based RSUs granted in March 2023, and (iii) the aggregate incremental fair value of $3,329,777, computed in accordance with FASB ASC Topic 718, associated with the modification of the service-based RSUs granted in March 2021, March 2022, and March 2023 and performance-based RSUs granted in March 2022 and March 2023.
(9)Pursuant to Mr. Bienaimé’s Consulting Agreement, all unvested options as of December 31, 2024 shall continue to vest in accordance with the applicable award agreements. The amount represents (i) the aggregate grant date fair value of $1,871,914 with respect to the annual total compensationoptions granted in March 2023, and (ii) the aggregate incremental fair value of our CEO,$499,076, computed in accordance with SEC rules, we includedFASB ASC Topic 718, associated with the amount reported for Mr. Bienaimémodification of the options granted in the “Total” column in the “Summary Compensation Table” included in this Proxy Statement.March 2021, March 2022, and March 2023.
Grants of Plan-Based Awards
The following table sets forth certain information for each plan-based award during fiscal year
20212023 to each of the NEOs.
Name | | Grant Date | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards | | All Other Stock Awards: Number of Shares of Stock or Units(#)(2) | | All Other Option Awards: Number of Securities Underlying Options(#)(3) | | Exercise or Base Price of Option Awards ($/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) | | — | | — | | — | | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name | Grant Date | Approval 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 (#) |
Alexander Hardy | 12/1/2023 | 10/30/2023 | — | — | | — | | | — | | — | | — | | — | | 150,529 | | 92.42 | | 6,207,816 | |
12/1/2023 | 10/30/2023 | — | — | | — | | | — | | — | | — | | 47,332 | | — | | — | | 4,374,423 | |
12/1/2023 | 10/30/2023 | — | — | | — | | | — | | — | | — | | 68,039 | | — | | — | | 6,288,164 | |
Jean- Jacques Bienaimé | 3/15/2023 | 3/1/2023 | — | — | | — | | | — | | — | | — | | — | | 49,430 | | 87.74 | | 1,871,914 | |
3/15/2023 | 3/1/2023 | — | — | | — | | | — | | — | | — | 36,100 | | — | | — | | 3,167,414 | |
12/1/2023 | 10/30/2023 | — | — | | — | | | — | | — | | — | | 2,370(6) | — | | — | | 219,035 | |
3/15/2023 | 3/1/2023 | — | — | | — | | | 10,830 | | 21,660 | | 43,320(7) | — | | — | | — | | 1,900,448 | |
3/15/2023 | 3/1/2023 | — | — | | — | | | 10,830 | | 21,660 | | 43,320(8) | — | | — | | — | | 1,900,448 | |
3/15/2023 | 3/1/2023 | — | — | | — | | | 21,655 | | 43,310 | | 86,620(9) | — | | — | | — | | 5,651,522 | |
n/a | n/a | (10) | 1,668,000 | | 3,336,000(11) | | — | | — | | — | — | | — | | — | | — | |
12/1/2023(12) | 12/1/2023(12) | — | — | | — | | | — | | — | | — | — | | 101,820 | | 78.39 | | 107,303(13) |
12/1/2023(12) | 12/1/2023(12) | — | — | — | | — | | — | | — | | — | | 58,040 | | 78.27 | | 98,967(13) |
12/1/2023(12) | 12/1/2023(12) | — | — | | — | | | — | | — | | — | | — | | 49,430 | | 87.74 | | 292,805(13) |
12/1/2023(12) | 12/1/2023(12) | — | — | | — | | | — | | — | | — | | 41,350 | | — | | — | | 145,042(13) |
12/1/2023(12) | 12/1/2023(12) | — | — | | — | | | — | | — | | — | 40,280 | | — | | — | | 193,798(13) |
12/1/2023(12) | 12/1/2023(12) | — | — | | — | | | — | | — | | — | 36,100 | | — | | — | | 113,200(13) |
12/1/2023(12) | 12/1/2023(12) | — | — | | — | | | 12,085 | | 24,170 | | 48,340 | | — | | — | | — | | 476,414(13) |
12/1/2023(12) | 12/1/2023(12) | — | — | | — | | 12,085 | | 24,170 | | 48,340 | | — | | — | | — | | 427,507(13) |
12/1/2023(12) | 12/1/2023(12) | — | — | | — | | | 24,170 | | 48,340 | | 96,680 | | — | | — | | — | | 1,565,249(13) |
12/1/2023(12) | 12/1/2023(12) | — | — | | — | | | 10,830 | | 21,660 | | 43,320 | | — | | — | | — | | 99,544(13) |
12/1/2023(12) | 12/1/2023(12) | — | — | | — | | | 10,830 | | 21,660 | | 43,320 | | — | | — | | — | | 25,342(13) |
12/1/2023(12) | 12/1/2023(12) | — | — | | — | | | 21,655 | | 43,310 | | 86,620 | | — | | — | | — | | 283,680(13) |
Brian R. Mueller | 3/15/2023 | 2/28/2023 | — | — | | — | | | — | | — | | — | | — | | 21,970 | | 87.74 | | 832,004 | |
3/15/2023 | 2/28/2023 | — | — | | — | | — | | — | | — | | 9,630 | | — | | — | | 844,936 | |
3/15/2023 | 2/28/2023 | — | — | | — | | | 2,410 | | 4,820 | | 9,640(7) | — | | — | | — | | 422,907 | |
3/15/2022 | 2/28/2023 | — | — | | — | | | 2,410 | | 4,820 | | 9,640(8) | — | | — | | — | | 422,907 | |
3/15/2023 | 2/28/2023 | — | — | | — | | | 4,815 | | 9,630 | | 19,260(9) | — | | — | | — | | 1,256,619 | |
n/a | n/a | (10) | 405,000 | | 810,000(11) | | — | | — | | — | | — | | — | | — | | — | |
Jeff Ajer | 3/15/2023 | 2/28/2023 | — | — | | — | | | — | | — | | — | | — | | 23,070 | | 87.74 | | 873,661 | |
3/15/2023 | 2/28/2023 | — | — | | — | | — | | — | | — | | 10,110 | | — | | — | | 887,051 | |
3/15/2023 | 2/28/2023 | — | — | | — | | | 2,530 | | 5,060 | | 10,120(7) | — | | — | | — | | 443,964 | |
3/15/2022 | 2/28/2023 | — | — | | — | | | 2,530 | | 5,060 | | 10,120(8) | — | | — | | — | | 443,964 | |
3/15/2023 | 2/28/2023 | — | — | | — | | | 5,055 | | 10,110 | | 20,220(9) | — | | — | | — | | 1,319,254 | |
n/a | n/a | (10) | 405,000 | | 810,000(11) | | — | | — | | — | | — | | — | | — | | — | |
Henry J. Fuchs, M.D. | 3/15/2023 | 2/28/2023 | — | — | | — | | | — | | — | | — | | — | | 38,450 | | 87.74 | | 1,456,102 | |
3/15/2023 | 2/28/2023 | — | — | | — | | | — | | — | | — | | 16,840 | | — | | — | | 1,477,542 | |
12/1/2023 | 10/30/2023 | — | — | | — | | | — | | — | | — | | 17,750 | | — | | — | | 1,640,455 | |
3/15/2023 | 2/28/2023 | — | — | | — | | | 4,210 | | 8,420 | | 16,840(7) | — | | — | | — | | 738,771 | |
3/15/2022 | 2/28/2023 | — | — | | — | | | 4,555 | | 8,420 | | 18,220(8) | — | | — | | — | | 738,771 | |
3/15/2023 | 2/28/2023 | — | — | | — | | | 8,420 | | 16,840 | | 33,680(9) | — | | — | | — | | 2,197,452 | |
n/a | n/a | (10) | 536,250 | | 1,072,500(11) | | — | | — | | — | | — | | — | | — | | — | |
C. Greg Guyer, Ph.D. | 3/15/2023 | 2/28/2023 | — | — | | — | | | — | | — | | — | | — | | 20,320 | | 87.74 | | 769,518 | |
3/15/2023 | 2/28/2023 | — | — | | — | | | — | | — | | — | | 8,900 | | — | | — | | 780,886 | |
12/1/2023 | 10/30/2023 | — | — | | — | | | — | | — | | — | | 11,840 | | — | | — | | 1,094,253 | |
3/15/2023 | 2/28/2023 | — | — | | — | | | 2,225 | | 4,450 | | 8,900(7) | — | | — | | — | | 390,443 | |
3/15/2023 | 2/28/2023 | — | — | | — | | | 4,555 | | 4,450 | | 18,220(8) | — | | — | | — | | 390,443 | |
3/15/2023 | 2/28/2023 | — | — | | — | | | 4,450 | | 8,900 | | 17,800(9) | — | | — | | — | | 1,161,361 | |
n/a | n/a | (10) | 402,000 | | 804,000(11) | | — | | — | | — | | — | | — | | — | | — | |
| | | | | |
6694 | 2024 Proxy Statement |
Table of Contents
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) | |
Executive Compensation | Annual Cash Incentive: Amounts represent potential payments under our 2021 cash incentive program, which were paid in 2022. For further discussion of our annual cash incentive program, see the “Compensation Discussion and Analysis—Annual Cash Incentive” |
(1)Annual Cash Incentive: Amounts represent potential payments under our 2023 cash incentive program, which were paid in 2024. For further discussion of our annual cash incentive program, see the “Compensation Discussion and Analysis—Annual Cash Incentive” section of this Proxy Statement and see the “Summary Compensation Table” above for amounts actually paid under the 2023 cash incentive program.
(2)Service-Based RSUs: Except for the Retention Grants awarded to Dr. Fuchs and Dr. Guyer, the Three-Year RSUs granted to Mr. Hardy, and the non-employee director RSUs granted to Mr. Bienaimé as described below, the 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, subject to the recipient’s continued service as of each such date. As described earlier in this Proxy Statement, Dr. Fuchs and Dr. Guyer were each awarded the Retention Grants, consisting of 17,750 service-based RSUs and 11,840 service-based RSUs, respectively. The Retention Grants vest in full 15 months after the grant date, subject to the recipient’s continued service on the vesting date. See the “Compensation Discussion and Analysis—Equity Grants” section of this Proxy Statement for further information regarding the Retention Grants. In connection with his appointment as CEO, Mr. Hardy received a grant of Three-Year RSUs, consisting of 47,332 service-based RSUs. The Three-Year RSUs vest over a three-year period, vesting at the rate of one third on the anniversary of the grant date and one third each anniversary of the grant date thereafter, subject to the recipient’s continued service as of each such date. See the “Compensation Discussion and Analysis—Compensation Related to Leadership Transitions” section of this Proxy Statement for further information regarding equity awards granted to Mr. Hardy in connection with his appointment as CEO. The retirement benefit applicable to certain of the Company’s senior executives at the Senior Vice President level or above, including Dr. Fuchs and Dr. Guyer, providing for continued vesting of equity awards upon attaining specified age and service requirements is not applicable to the Retention Grants or the service-based RSUs granted to Mr. Hardy. 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. As discussed below, Mr. Bienaimé was awarded a pro-rated RSU grant on December 1, 2023, consisting of 2,370 service-based RSUs, in connection with his continuing services as a non-employee director until the 2024 Annual Meeting.
(3)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, subject to the recipient’s continued service as of each such date, and remain exercisable until expiration of the stock option (10 years after the date of grant) or potentially earlier if the recipient’s continued service terminates. 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.
(4)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.
(5)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 2023 was $37.87 per share and the grant date fair value of the service-based RSU awards and performance-based RSUs (other than the relative total shareholder return performance-based RSUs), was computed using the closing price of our common stock on the date of grant, $87.74. For the relative total shareholder return performance-based RSUs, the Company utilized a Monte Carlo simulation model to determine a weighted-average grant date fair value of $130.49 per RSU. For valuation methodology and assumptions used in determining these values, see Notes 1 and 13, respectively, to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 26, 2024.
(6)Represents the pro-rated RSU grant made on December 1, 2023, in connection with Mr. Bienaimé’s continuing services as a non-employee director until the 2024 Annual Meeting, which is consistent with the Company’s practice of awarding pro-rated grants to non-employee directors serving who serve for less than a year. See the “Summary of Independent Director Compensation—Equity Compensation” section of this Proxy Statement for further information regarding director compensation. These RSUs vest in full on the date immediately prior to the date of the 2024 Annual Meeting.
(7)Core Operating Margin Performance-Based RSUs: Amounts represent the potential numbers of performance-based RSUs that may be earned based on the level of core operating margin over three, one-year periods spanning 2023 through 2025. The number of performance-based RSUs that will be earned will not be determined until after the performance period ends on December 31, 2025. 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 as of such date. For further discussion of the performance-based RSU awards granted in 2023, 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 2023 through 2025. The number of performance-based RSUs that will be earned will not be determined until after the performance period ends on December 31, 2025. 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 as of such date. For further discussion of the performance-based RSU awards granted in 2023, 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 2023 through 2025. The number of performance-based RSUs that will be earned will not be determined until after the performance period ends on December 31, 2025. 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 as of such date. For further discussion of the performance-based RSU awards granted in 2023, 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 potential payouts under our 2023 cash incentive program are performance-driven and completely at risk; therefore, the minimum possible payout is zero.
(11)The maximum achievement for corporate goals under the 2023 cash incentive program is 200%. For further discussion of our annual cash incentive program, see the “Annual Cash Incentive” section of this Proxy Statement and see the “Summary Compensation Table” in this Proxy Statement for amounts actually paid under the 2023 cash incentive program.
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(2) | Service-Based RSUs: The service-based RSUs granted in March 2021 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 subject to the recipient’s continued service. 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 “ExecutiveExecutive Compensation Tables—Potential Payments upon Termination or Change in Control” sections of this Proxy Statement. |
(3) | 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 (10 years after the date of grant). 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. |
(4) | 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. |
(5) | 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 $31.89 per share and the grant date fair value of the service-based RSU awards and performance-based RSUs (other than the relative total shareholder return performance-based RSUs), was computed using the closing price of our common stock on the date of grant, $78.39. For the relative total shareholder return performance-based RSUs, the Company utilized a Monte Carlo simulation model to determine a weighted-average grant date fair value of $117.52 per RSU. For valuation methodology and assumptions used in determining these values, see Notes 1 and 13, respectively, to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on February 25, 2022. |
(6) | The potential payouts under our 2021 cash incentive program are performance-driven and completely at risk; therefore, the minimum possible payout is zero. |
(7) | 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 2021 cash incentive program is 200%. For further discussion of our annual cash incentive program, see the “Annual Cash Incentive” section of this Proxy Statement and see the “Summary Compensation Table” in this Proxy Statement for amounts actually paid under the 2020 cash incentive program. |
(12)Represents the modification date with respect to each award in accordance with FASB ASC Topic 718. Pursuant to Mr. Bienaimé’s Consulting Agreement, all unvested options as of December 31, 2024 shall continue to vest in accordance with the applicable award agreements in which the equity grants were made. The amounts represent the incremental fair values, computed in accordance with FASB ASC Topic 718, associated with the modification of the options granted in March 2021, March 2022, and March 2023. See the “Compensation Discussion and Analysis—Compensation Related to Leadership Transitions” section of this Proxy Statement for further information regarding continued vesting under the Consulting Agreement.
(13)Pursuant to Mr. Bienaimé’s Consulting Agreement, all unvested RSUs as of December 31, 2024 shall continue to vest in accordance with the applicable award agreements. The amounts represent the incremental fair values, computed in accordance with FASB ASC Topic 718, associated with the modification of the service-based RSUs granted in March 2021, March 2022, and March 2023, and performance-based RSUs granted in March 2022 and March 2023. See the “Compensation Discussion and Analysis—Compensation Related to Leadership Transitions” section of this Proxy Statement for further information regarding continued vesting under the Consulting Agreement.
The number of stock options and RSUs granted to the CEO 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 CEO and is approved by the Compensation Committee. See the “Equity“Equity Compensation” section of this Proxy Statement for additional information regarding grant practices.
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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 20212023 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. | | | | 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 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name | Grant Date | Option Awards | | Stock Awards |
Number of Securities Underlying Unexercised Options Exercisable(1) (#) | Number of Securities Underlying Unexercised Options Unexercisable(1) (#) | Option Exercise Price ($)(2) | Option Expiration Date | | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(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) |
Alexander Hardy | 12/1/2023 | — | | 150,529 | | 92.42 | | 11/30/2033 | | 115,371 | | 11,124,072 | | — | | — | |
Jean-Jacques Bienaimé | 6/4/2014 | 181,000 | | — | | 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 | 148,190 | | — | | 83.57 | | 3/14/2028 | | — | | — | | — | | — | |
3/15/2019 | 87,080 | | — | | 94.53 | | 3/14/2029 | | — | | — | | — | | — | |
3/16/2020 | 119,925 | | 7,995 | | 73.82 | | 3/15/2030 | | 11,213 | | 1,081,157 | | — | | — | |
3/15/2021 | 70,001 | | 31,819 | | 78.39 | | 3/14/2031 | | 20,675 | | 1,993,484 | | — | | — | |
3/15/2021 | — | | — | | — | | — | | | — | | — | | 41,350(5) | 3,986,967 | |
3/15/2021 | — | | — | | — | | — | | | — | | — | | 16,540(6) | 1,594,787 | |
3/15/2021 | — | | — | | — | | — | | | — | | — | | 24,810(7) | 2,392,180 | |
3/15/2022 | 33,854 | | 24,186 | | 78.27 | | 3/14/2032 | | 26,988 | | 2,602,183 | | — | | — | |
3/15/2022 | — | | — | | — | | — | | | — | | — | | 48,340(8) | 4,660,943 | |
3/15/2022 | — | | — | | — | | — | | | — | | — | | 24,170(9) | 2,330,471 | |
3/15/2022 | — | | — | | — | | — | | | — | | — | | 24,170(10) | 2,330,471 | |
3/15/2023 | — | | 49,430 | | 87.74 | | 3/14/2033 | | 36,100 | | 3,480,762 | | — | | — | |
3/15/2023 | — | | — | | — | | — | | | — | | — | | 43,310(11) | 4,175,950 | |
3/15/2023 | — | | — | | — | | — | | | — | | — | | 21,660(12) | 2,088,457 | |
3/15/2023 | — | | — | | — | | — | | | — | | — | | 21,660(13) | 2,088,457 | |
12/1/2023 | — | | — | | — | | — | | | 2,370(14) | 228,515 | | — | | — | |
Brian R. Mueller | 6/4/2014 | 5,000 | | — | | 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 | 9,120 | | — | | 83.57 | | 3/14/2028 | | — | | — | | — | | — | |
3/15/2019 | 9,650 | | — | | 94.53 | | 3/14/2029 | | — | | — | | — | | — | |
3/16/2020 | 9,000 | | 600 | | 73.82 | | 3/15/2030 | | 1,683 | | 162,275 | | — | | — | |
6/29/2020 | 11,575 | | 1,655 | | 122.18 | | 6/28/2030 | | 1,160 | | 111,847 | | — | | — | |
3/15/2021 | 17,111 | | 7,779 | | 78.39 | | 3/14/2031 | | 5,055 | | 487,403 | | — | | — | |
3/15/2021 | — | | — | | — | | — | | | — | | — | | 10,110(5) | 974,806 | |
3/15/2021 | — | | — | | — | | — | | | — | | — | | 4,050(6) | 390,501 | |
3/15/2021 | — | | — | | — | | — | | | — | | — | | 6,070(7) | 585,269 | |
3/15/2022 | 11,602 | | 14,918 | | 78.27 | | 3/14/2032 | | 8,280 | | 798,358 | | — | | — | |
3/15/2022 | — | | — | | — | | — | | | — | | — | | 11,040(8) | 1,064,477 | |
3/15/2022 | — | | — | | — | | — | | | — | | — | | 5,520(9) | 532,238 | |
3/15/2022 | — | | — | | — | | — | | | — | | — | | 5,520(10) | 532,238 | |
3/15/2023 | — | | 21,970 | | 87.74 | | 3/14/2033 | | 9,630 | | 928,525 | | — | | — | |
3/15/2023 | — | | — | | — | | — | | | — | | — | | 9,630(11) | 928,525 | |
3/15/2023 | — | | — | | — | | — | | | — | | — | | 4,820(12) | 464,744 | |
3/15/2023 | — | | — | | — | | — | | | — | | — | | 4,820(13) | 464,744 | |
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Table of Contents
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 |
| | |
2022Executive Compensation |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name | Grant Date | Option Awards | | Stock Awards |
Number of Securities Underlying Unexercised Options Exercisable(1) (#) | Number of Securities Underlying Unexercised Options Unexercisable(1) (#) | Option Exercise Price ($)(2) | Option Expiration Date | | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(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) |
Jeff Ajer | 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 | 41,040 | | — | | 83.57 | | 3/14/2028 | | — | | — | | — | | — | |
3/15/2019 | 23,450 | | — | | 94.53 | | 3/14/2029 | | — | | — | | — | | — | |
3/16/2020 | 27,740 | | 1,850 | | 73.82 | | 3/15/2030 | | 2,595 | | 250,210 | | — | | — | |
3/15/2021 | 18,150 | | 8,250 | | 78.39 | | 3/14/2031 | | 5,360 | | 516,811 | | — | | — | |
3/15/2021 | — | | — | | — | | — | | | — | | — | | 10,720(5) | 1,033,622 | |
3/15/2021 | — | | — | | — | | — | | | — | | — | | 4,290(6) | 413,642 | |
3/15/2021 | — | | — | | — | | — | | | — | | — | | 6,440(7) | 620,945 | |
3/15/2022 | 12,542 | | 16,128 | | 78.27 | | 3/14/2032 | | 8,955 | | 863,441 | | — | | — | |
3/15/2022 | — | | — | | — | | — | | | — | | — | | 11,940(8) | 1,151,255 | |
3/15/2022 | — | | — | | — | | — | | | — | | — | | 5,970(9) | 575,627 | |
3/15/2022 | — | | — | | — | | — | | | — | | — | | 5,970(10) | 575,627 | |
3/15/2023 | — | | 23,070 | | 87.74 | | 3/14/2033 | | 10,110 | | 974,806 | | — | | — | |
3/15/2023 | — | | — | | — | | — | | | — | | — | | 10,110(11) | 974,806 | |
3/15/2023 | — | | — | | — | | — | | | — | | — | | 5,060(12) | 487,885 | |
3/15/2023 | — | | — | | — | | — | | | — | | — | | 5,060(13) | 487,885 | |
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 | 51,300 | | — | | 83.57 | | 3/14/2028 | | — | | — | | — | | — | |
3/15/2019 | 32,160 | | — | | 94.53 | | 3/14/2029 | | — | | — | | — | | — | |
3/16/2020 | 48,721 | | 3,249 | | 73.82 | | 3/15/2030 | | 4,555 | | 439,193 | | — | | — | |
3/15/2021 | 25,925 | | 11,785 | | 78.39 | | 3/14/2031 | | 7,660 | | 738,577 | | — | | — | |
3/15/2021 | — | | — | | — | | — | | | — | | — | | 15,320(5) | 1,477,154 | |
3/15/2021 | — | | — | | — | | — | | | — | | — | | 6,130(6) | 591,055 | |
3/15/2021 | — | | — | | — | | — | | | — | | — | | 9,190(7) | 886,100 | |
3/15/2022 | 15,675 | | 20,155 | | 78.27 | | 3/14/2032 | | 35,060 | | 3,380,485 | | — | | — | |
3/15/2022 | — | | — | | — | | — | | | — | | — | | 14,920(8) | 1,438,586 | |
3/15/2022 | — | | — | | — | | — | | | — | | — | | 7,460(9) | 719,293 | |
3/15/2022 | — | | — | | — | | — | | | — | | — | | 7,460(10) | 719,293 | |
3/15/2023 | — | | 38,450 | | 87.74 | | 3/14/2033 | | 16,840 | | 1,623,713 | | — | | — | |
3/15/2023 | — | | — | | — | | — | | | — | | — | | 16,840(11) | 1,623,713 | |
3/15/2023 | — | | — | | — | | — | | | — | | — | | 8,420(12) | 811,856 | |
3/15/2023 | — | | — | | — | | — | | | — | | — | | 8,420(13) | 811,856 | |
12/1/2023 | — | | — | | — | | — | | | 17,750 | | 1,711,455 | | — | | — | |
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Table of Contents
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 |
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(1)Executive Compensation |
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Name | Grant Date | Option Awards | | Stock Awards |
Number of Securities Underlying Unexercised Options Exercisable(1) (#) | Number of Securities Underlying Unexercised Options Unexercisable(1) (#) | Option Exercise Price ($)(2) | Option Expiration Date | | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(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) |
C. Greg Guyer, Ph.D. | 5/4/2020 | 57,467 | | 6,683 | | 90.36 | | 3/15/2030 | | 8,760 | | 844,639 | | — | | — | |
3/15/2021 | 17,633 | | 8,017 | | 78.39 | | 3/14/2031 | | 5,210 | | 502,348 | | — | | — | |
| 3/15/2021 | — | | — | | — | | — | | | — | | — | | 10,420(5) | 1,004,696 | |
| 3/15/2021 | — | | — | | — | | — | | | — | | — | | 4,170(6) | 402,071 | |
| 3/15/2021 | — | | — | | — | | — | | | — | | — | | 6,250(7) | 602,625 | |
| 3/15/2022 | 11,602 | | 14,918 | | 78.27 | | 3/14/2032 | | 8,280 | | 798,358 | | — | | — | |
| 3/15/2022 | — | | — | | — | | — | | | — | | — | | 11,040(8) | 1,064,477 | |
| 3/15/2022 | — | | — | | — | | — | | | — | | — | | 5,520(9) | 532,238 | |
| 3/15/2022 | — | | — | | — | | — | | | — | | — | | 5,520(10) | 532,238 | |
| 3/15/2023 | — | | 20,320 | | 87.74 | | 3/14/2033 | | 8,900 | | 858,138 | | — | | — | |
| 3/15/2023 | — | | — | | — | | — | | | — | | — | | 8,900(11) | 858,138 | |
| 3/15/2023 | — | | — | | — | | — | | | — | | — | | 4,450(12) | 429,069 | |
| 3/15/2023 | — | | — | | — | | — | | | — | | — | | 4,450(13) | 429,069 | |
| 12/1/2023 | — | | — | | — | | — | | | 11,840 | | 1,141,613 | | — | | — | |
(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 for the Retention Grant service-based RSUs awarded to Dr. Fuchs and Dr. Guyer, the Three-Year RSUs granted to Mr. Hardy, and the non-employee director RSUs granted to Mr. Bienaimé as described below, the 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, subject to the recipient’s continued service as of each such date. As described earlier in this Proxy Statement, Dr. Fuchs and Dr. Guyer were each awarded the Retention Grants, consisting of 17,750 service-based RSUs and 11,840 service-based RSUs, respectively. The Retention Grants vest in full 15 months after the grant date, subject to the recipient’s continued service on the vesting date. In connection with his appointment as CEO, Mr. Hardy received a grant of Three-Year RSUs, consisting of 47,332 service-based RSUs. The Three-Year RSUs vest over a three-year period, vesting at the rate of one third on the anniversary of the grant date and one third each anniversary of the grant date thereafter, subject to the recipient’s continued service as of each such date. See the “Compensation Discussion and Analysis—Compensation Related to Leadership Transitions” section of this Proxy Statement for further information regarding equity awards granted to Mr. Hardy in connection with his appointment as CEO. The retirement benefit applicable to certain of the Company’s senior executives at the Senior Vice President level or above, providing for continued vesting of equity awards upon attaining specified age and service requirements, is not applicable to the Retention Grants or the service-based RSUs granted to Mr. Hardy. 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. As discussed below, Mr. Bienaimé was awarded a pro-rated RSU grant on December 1, 2023, consisting of 2,370 service-based RSUs, in connection with his continuing services as a non-employee director until the 2024 Annual Meeting.
(4)The value of RSUs shown in the table that have not yet vested was calculated using $96.42, the closing price of our common stock on December 29, 2023.
(5)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 the Proxy Statement for the Company’s 2022 Annual Meeting.
(6)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 the Proxy Statement for the Company’s 2022 Annual Meeting.
| 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. | | | | |
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(2)Executive Compensation |
(7)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 the Proxy Statement for the Company’s 2022 Annual Meeting.
(8)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 2022, see the “Compensation Discussion and Analysis—Equity Compensation” section of the Proxy Statement for the Company’s 2023 Annual Meeting.
(9)Represents unearned core operating margin 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 core operating margin over three, one-year periods spanning 2022 through 2024. 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 2022, see the “Compensation Discussion and Analysis—Equity Compensation” section of the Proxy Statement for the Company’s 2023 Annual Meeting.
(10)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 2022 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 2022, see the “Compensation Discussion and Analysis—Equity Compensation” section of the Proxy Statement for the Company’s 2023 Annual Meeting.
(11)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 2023, see the “Compensation Discussion and Analysis—Equity Compensation” section of this Proxy Statement.
(12)Represents unearned core operating margin 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 core operating margin over three, one-year periods spanning 2023 through 2025. 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 2023, see the “Compensation Discussion and Analysis—Equity Compensation” section of this Proxy Statement.
(13)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 2023 through 2025. 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 2023, see the “Compensation Discussion and Analysis—Equity Compensation” section of this Proxy Statement.
(14)Represents the pro-rated RSU grant made on December 1, 2023 in connection with Mr. Bienaimé’s continuing services as a non-employee director until the 2024 Annual Meeting, which is consistent with the Company’s practice of awarding pro-rated grants to non-employee directors serving who serve for less than a year. See the “Summary of Independent Director Compensation—Equity Compensation” section of this Proxy Statement for further information regarding director compensation. These RSUs vest in full on the date immediately prior to the date of the 2024 Annual Meeting.
| Represents the closing market price of our common stock as reported on the Nasdaq Global Select Market on the grant date. | | | | |
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(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. |
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(4) | The value of RSUs shown in the table that have not yet vested was calculated using $88.35, the closing price of our common stock on December 31, 2021. |
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(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 2019 and 2020, based on the Company’s actual performance against the revenue target as of the measurement date (December 31st of the prior year, which is also the year of grant), the Company applied a multiplier of 98% and 102%, respectively, to the target number of performance-based RSUs granted in 2018 and 2019, respectively, to determine the number of performance-based RSUs actually earned. The performance-based RSUs vest over a three-year period, vesting at the rate of one third on the anniversary of the grant date and one third each anniversary of the grant date thereafter during the recipient’s continued service with the Company. |
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(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 multiplier. The multiplier was determined in early 2022 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. Although BioMarin’s performance for the three-year performance period of 2019 through 2021 was above the 50th percentile, because the Company’s relative 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. The earned performance-based RSUs 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. |
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(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 multiplier. The multiplier will be determined based on the level of non-GAAP income over three, one-year periods spanning 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.Executive Compensation |
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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. |
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(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. |
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(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. |
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(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. |
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(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 Company’s senior executives, including the NEOs, but specifically excluding the CEO, providing for continued vesting after certain criteria are met as described in the “Compensation Discussion and Analysis—Retirement, Severance and Change in Control Arrangements” section of this Proxy Statement does not apply to this grant. |
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(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 CEO, providing for continued vesting after certain criteria are met as described in the “Compensation Discussion and Analysis—Retirement, Severance and Change in Control Arrangements” section of this Proxy Statement does not apply to this grant. |
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
20212023 for each of the NEOs.
| | 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 ($)(2) |
Jean-Jacques Bienaimé | | 154,513 | | 8,163,997 | | 69,588 | | 5,443,220 |
Brian R. Mueller | | 6,709 | | 343,970 | | 9,812 | | 786,062 |
Jeff Ajer | | — | | — | | 18,579 | | 1,453,742 |
Henry J. Fuchs, M.D. | | — | | — | | 26,331 | | 2,059,355 |
C. Greg Guyer, Ph.D. | | — | | — | | 8,760 | | 686,346 |
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(1) | The value realized upon exercise of stock options reflects the price at which shares acquired upon exercise of the stock options were sold or valued for income tax purposes, net of the exercise price for acquiring the shares. |
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(2) | The value realized on vesting of RSUs was calculated as of the product of the closing price of a share of our common stock on the vesting date, multiplied by the number of shares vested. |
| | | | | | | | | | | | | | | | | |
| Option Awards | | Stock Awards |
Name | Number of Shares Acquired on Exercise(#) | Value Realized on Exercise ($)(1) | | Number of Shares Acquired on Vesting(#) | Value Realized on Vesting ($)(2) |
Alexander Hardy | — | | — | | | — | | — | |
Jean-Jacques Bienaimé | 230,500 | | 6,867,311 | | | 211,069 | | 19,532,673 | |
Brian R. Mueller | 2,500 | | 128,500 | | | 34,464 | | 3,092,761 | |
Jeff Ajer | 49,000 | | 2,346,425 | | | 49,372 | | 4,566,433 | |
Henry J. Fuchs, M.D. | — | | — | | | 83,376 | | 7,727,086 | |
C. Greg Guyer, Ph.D. | — | | — | | | 14,125 | | 1,306,867 | |
(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 service-based RSUs and performance-based 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.
Nonqualified Deferred Compensation Plan
Our Nonqualified Deferred Compensation Plan allows members of management, other highly-compensated employees and members of the Board to make voluntary irrevocable deferrals of the compensation that would otherwise be paid by us to specified future dates, employment termination, hardship events, disability, retirement or death. Directors may elect to defer all or a portion of their fees and RSU awards otherwise payable to them. Non-Director participants are permitted to defer up to 100% of RSU awards and up to 50% of salary and annual cash incentive awards, in each case subject to limitations to allow us to make necessary withholding payments. Plan participants’ deferred compensation is 100% vested under the Nonqualified Deferred Compensation Plan. We may make additional direct contributions to the Nonqualified Deferred Compensation Plan for the benefit of the participants, but any such contributions must be approved by the Board. Our contributions, if any, will become 100% vested after three years of service with us (or such other time as we designate at the time of the contribution), or upon a change in control of the Company, or the individual’s death or disability. Participants have an unsecured contractual commitment by us to pay the amounts that become due under the Nonqualified Deferred Compensation Plan. Deferred compensation may be held in trust and is deemed invested based on participant direction as allowed by the Nonqualified Deferred Compensation Plan. Participants’ accounts are credited or debited with the increase or decrease in the realizable net asset value of the designated deemed investments in accordance with the ratio the portion of the account of each participant that is deemed to be invested within that investment option bears to the aggregate of all amounts deemed to be invested within that investment option. Any funds held in a trust will be our sole property, subject to any claims of general creditors in the event of bankruptcy, and plan participants will have no vested interest with respect to such trust fund.
The following table shows for the fiscal year ended December 31, 2023, certain information regarding nonqualified deferred compensation benefits for the NEOs who participate in the Nonqualified Deferred Compensation Plan.
| | | | | | | | | | | | | | |
Name | Executive Contributions in 2023 ($) | Aggregate Earnings (Loss) in 2023 ($) | Aggregate Withdrawals and Distributions ($) | Aggregate Balance at December 31, 2023 ($) |
Jean-Jacques Bienaimé | 1,166,240 | 115,375 | — | 1,281,615 |
There is no retirement pension plan provided for the NEOs.
Potential Payments
Uponupon Termination or Change in Control
We entered into employment agreements with Mr.
BienaiméHardy and with each of our other executive officers, including the NEOs, upon their respective dates of hire, and we have amended the agreements from time to time.
In December 2016, we amended and restated the employment agreement for our CEO primarily to adjust his benefits in connection with a change in control, including eliminating income tax “gross-up” payments in connection with a change in control as provided for in his prior agreement and make his agreement generally more consistent with the employment agreements for the Company’s other executives. The following discussion is based on the employment and equity award agreements with our
NEOs.NEOs other than Mr. Bienaimé, who stepped down as our CEO and Chairman of the Board effective November 30, 2023. The amount and type of compensation payable to each NEO
other than Mr. Bienaimé upon termination of employment under various circumstances and upon a change in control are described below.
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2022 Proxy Statement | www.biomarin.com | 71 |
With respect to Mr. Bienaimé, the Company and Mr. Bienaimé entered into the Separation Agreement and the Consulting Agreement in connection with his retirement and Mr. Bienaimé is not entitled to any payments under his employment agreement. For Mr. Bienaimé, the following discussion reflects amounts payable under the Separation Agreement and Consulting Agreement in connection with his retirement.Table of Contents
EXECUTIVE COMPENSATION
Payments on Termination
The amount and type of compensation payable to each NEO
other than Mr. Bienaimé upon termination of employment under various circumstances are described below. There are three general categories of terminations, which are:
● | voluntary termination of employment by the NEO for reasons not constituting constructive termination, which we refer to as voluntary termination; retirement of the NEO; and termination of the NEO’s employment by us for cause (as such term is defined in the employment agreements and in our stock plans), which we refer to as termination for cause; |
● | termination of the NEO’s employment by us for reasons not constituting cause, such as due to a Company-wide or departmental reorganization, or resignation by the NEO for a good reason specified in the NEO’s employment agreement (e.g., a change in work location of more than a specified distance from the previous location) constituting constructive termination, which we refer to as involuntary termination without cause; and |
● | termination of the NEO’s employment or resignation by the NEO for a good reason in connection with a change in control that occurs within 12 months of such change in control, which we refer to as termination in connection with a change in control. |
•voluntary termination of employment by the NEO for reasons not constituting constructive termination, which we refer to as voluntary termination; retirement of the NEO; and termination of the NEO’s employment by us for cause (as such term is defined in the employment agreements and in our stock plans), which we refer to as termination for cause;
•termination of the NEO’s employment by us for reasons not constituting cause, such as due to a company-wide or departmental reorganization, or resignation by the NEO for a good reason specified in the NEO’s employment agreement (e.g., a change in work location of more than a specified distance from the previous location) constituting constructive termination, which we refer to as involuntary termination without cause; and
•termination of the NEO’s employment or resignation by the NEO for a good reason in connection with a change in control that occurs within 12 months of such change in control, which we refer to as termination in connection with a change in control.
Compensation upon Voluntary Termination, Retirement or Termination for Cause
Except as described above under the “Compensation Discussion and Analysis—Retirement, Severance and Change in Control Arrangements”section of this Proxy Statement, awards held by our NEOs will not be subject to accelerated vesting or otherwise enhanced in the event of voluntary termination, retirement, or termination for cause. A termination of employment due to voluntary termination, retirement, or termination for cause does not entitle the NEOs to any payments or benefits other than the accrued salary and vacation pay and benefits described above. Other than the retirement benefits described above, such compensation and benefits are available to salaried employees generally, except that any amounts payable to the NEOs upon termination under our Nonqualified Deferred Compensation Plan would not be applicable to certain employees as only employees with the title of CEO, vice president, and executive director are entitled to participate in our Nonqualified Deferred Compensation Plan. In addition, the Retention Grants awarded to Dr. Fuchs and Dr. Guyer discussed above are not subject to the retirement benefit policy.
Compensation upon Involuntary Termination without Cause
Each of the NEOs’ employment agreements includes specific benefits upon an involuntary termination without cause. For each of the NEOs other than Mr. Bienaimé, these benefits consist of:
● | •150% of the NEO’s current annual base salary and target annual cash incentive for the year of termination; •the NEO’s target annual cash incentive for the year of termination, pro-rated for the year in which termination occurs; •an additional 12 months of vesting of the NEO’s unvested service-based vesting equity awards and target amounts of performance-based equity awards that have not vested (in the case of the NEO’s current annual base salary and target annual cash incentive for the year of termination; |
● | the NEO’s target annual cash incentive for the year of termination, pro-rated for the year in which termination occurs; |
● | an additional 12 months of vesting of the NEO’s unvested time-based vesting equity awards and target amounts of performance-based equity awards that have not vested; |
● | paid premiums under COBRA for 18 months; and |
● | outplacement services and legal advice consistent with the NEO’s position. |
Mr. Bienaimé’s benefitsHardy, the Three-Year RSUs, which was intended as “make whole” compensation for the potential equity forfeited by Mr. Hardy in connection with his departure from his prior employer, would vest in full upon an involuntary termination without cause consist of:
cause);•paid premiums under COBRA for 18 months; and
•outplacement services and legal advice consistent with the NEO’s position.
| ● | 200% of his current annual base salary and target annual cash incentive for the year of termination; | | | |
●102 | his target annual cash incentive for the year of termination, pro-rated for the year in which termination occurs;2024 Proxy Statement |
| | |
● | 100% vesting of all his unvested stock options; |
● | paid premiums under COBRA for 18 months; and |
● | reimbursement of outplacement services and legal advice consistent with his position that he actually incurs and in an amount not to exceed $18,000.Executive Compensation |
Each NEO
other than Mr. Bienaimé is eligible to receive the respective termination benefits described above within 45 days of his termination date, provided that he executes a standard form severance and release agreement and allows such release to become fully effective. The cash portions of the termination benefits are payable to the NEO in one lump sum on the 60th day after termination. In addition, if an NEO becomes disabled while employed by us, and if (a) the NEO is eligible to receive benefits under our Long-Term Disability Plan, then we will pay the NEO additional compensation so that the total received by the NEO (after taking into consideration the amounts payable to the NEO under the Long-Term Disability Plan) equals the cash portions of the termination benefits as described above; or (b) the NEO is not eligible to receive benefits under our Long-Term Disability Plan, then the NEO will be entitled to the full termination benefits described above.
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Table of Contents
EXECUTIVE COMPENSATION
Compensation upon Termination of Employment in Connection with Change in Control
Each of the NEOs who is involuntarily terminated in connection with a change in control is entitled to certain benefits. For each of the NEOs other than Mr. Bienaimé, these benefits consist of:
● | •200% of the NEO’s current annual base salary and target annual cash incentive for the year of termination; |
● | the NEO’s target annual cash incentive for the year of termination, pro-rated for the year in which termination occurs; |
● | 100% vesting of all the NEO’s unvested time-based vesting equity awards and target amounts of performance-based equity awards that have not vested; |
● | paid premiums under COBRA for 24 months; and |
● | outplacement services and legal advice consistent with the NEO’s position. |
Mr. Bienaimé’s benefits for the year of termination;
•the NEO’s target annual cash incentive for the year of termination, pro-rated for the year in connectionwhich termination occurs;
•100% vesting of all the NEO’s unvested service-based vesting equity awards and target amounts of performance-based equity awards that have not vested;
•paid premiums under COBRA for 24 months; and
•outplacement services and legal advice consistent with a change in control consist of:● | 300% of his current annual base salary and target annual cash incentive for the year of termination; |
● | his target annual cash incentive for the year of termination, pro-rated for the year in which termination occurs; |
● | 100% vesting of all his unvested time-based vesting equity awards and target amounts of performance-based equity awards that have not vested; |
● | paid premiums under COBRA for 36 months; and |
● | reimbursement of outplacement services and legal advice consistent with his position that he actually incurs and in an amount not to exceed $18,000. |
the NEO’s position.
The payment terms, requirement to execute a release, and provision of termination benefits in the event an NEO becomes disabled as described above under “Compensation upon Involuntary Termination without Cause”Cause” apply equally to termination benefits for NEOs in connection with a change in control. If termination compensation payable to an NEO as the result of a change in control as described above would result in a parachute payment under Section 280G of the Code, which would be subject to an excise tax under Section 4999 of the Code, or interest or penalties are incurred with respect to such excise tax, we will determine, before any such termination compensation is paid to the NEO, which of the following two alternative forms of payment would result in his receipt, on an after-tax basis, of the greater amount of the termination compensation notwithstanding that all or some portion of the termination compensation may be subject to the excise tax: (i) payment in full of the entire amount of the termination compensation, or (ii) payment of only a part of the termination compensation so that the NEO receives the largest payment possible without the imposition of the excise tax. Change in Control - Continued Employment
Upon a change in control without termination of employment, each of the NEOs
other than Mr. Hardy, is entitled to 100% vesting of all the NEO’s unvested
time-basedservice-based vesting equity awards and target amounts of performance-based equity awards that have not vested.
Pursuant to his employment agreement, Mr. Hardy’s unvested equity awards that have not vested will only vest upon a both a change-in-control and a qualifying termination of employment (commonly referred to as a “double trigger”).
Retirement of Former CEO
The compensation Mr. Bienaimé is entitled to receive in connection with his retirement pursuant to the Separation Agreement and Consulting Agreement, subject to confidentiality and non-disparagement obligations, consists of:
•Mr. Bienaimé’s annual cash incentive for 2023 as if he had remained employed as CEO in recognition of Mr. Bienaimé’s 2023 contribution and in light of the fact that he served as CEO for most of the year;
•paid premiums under COBRA for up to 13 months following his retirement date of November 30, 2023;
•$146,000 per month for the first six months of the initial term of the Consulting Agreement, and $73,000 per month for the next seven months of the initial term (the initial term ending on December 31, 2024);
•as previously disclosed, continued vesting of Mr. Bienaimé’s unvested equity awards during the term of the Consulting Agreement in accordance with the applicable award agreements and, pursuant to the existing terms of the Company’s retirement benefit policy, except in the case of a termination of the Consulting Agreement by the Company due to Mr. Bienaimé’s material breach thereof, such awards shall continue to vest even after the term of the Consulting Agreement and remain exercisable through the natural life of the award; and
•upon a Change in Control (as defined in the Consulting Agreement), 100% vesting of all his outstanding service-based vesting equity awards and target amounts of outstanding performance-based equity awards.
Estimated Potential Payments on Termination or Change in Control
The table below sets forth the estimated current value of payments and benefits to each of the NEOs
other than Mr. Bienaimé upon an involuntary termination or a change in control of the Company as described above. The amounts shown assume that the triggering events occurred on December 31,
20212023 and do not include (i) benefits earned during the term of the NEOs employment that are available to all salaried employees, such as accrued vacation; (ii) benefits paid by insurance providers under life and disability policies; and (iii) benefits previously accrued under the Nonqualified Deferred Compensation Plan (if any). The actual amounts of payments and benefits that would be provided can only be determined at the time of the NEO’s separation from the Company. Per SEC rules, the value of accelerated stock options shown in the table below is the aggregate spread between
$88.35,$96.42, the closing price of our common stock on December
31, 2021,29, 2023, and the exercise prices of the accelerated stock options, if less than
$88.35.$96.42. For performance-based RSU grants for which the numbers of RSUs actually earned had been determined by December 31,
20212023 (the measurement date for the table below), the numbers of RSUs actually earned by each NEO are used in the calculation of market values of stock awards in the table below. For performance-based RSU grants for which the numbers of RSUs actually earned had not been determined
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2022 Proxy Statement | www.biomarin.com | 73 |
Table of Contents
EXECUTIVE COMPENSATION
by December 31, 2021 (e.g.2023 (e.g., performance-based RSUs granted on March 15, 20212023 with a three-year performance period ending December 31, 2023)2025), the target numbers of RSUs granted to each NEO are used in the calculation of market values of stock awards in the table below (because the numbers of RSUs that will be actually earned were not determined as of December 31, 2021,2023, the measurement date for the table below).
Executive Benefits and Payments Upon Termination or Change in Control | | Involuntary Termination Without Cause | | Change in Control- Continued Employment | | Change in Control- Terminated |
Jean-Jacques Bienaimé(1): | | | | | | | | | |
Cash Severance | | $ | 5,544,000 | | | $ | — | | | $ | 8,316,000 | |
Cash Incentive | | | 1,512,000 | | | | — | | | | 1,512,000 | |
Stock award vesting acceleration | | | 2,103,910 | (2) | | | 30,642,197 | (3) | | | 30,642,197 | (3) |
Benefits and Perquisites: | | | | | | | | | | | | |
COBRA Premiums | | | 29,606 | | | | — | | | | 59,211 | |
Outplacement Services | | | 18,000 | (4) | | | — | | | | 18,000 | (4) |
Total | | | 9,207,516 | | | | 30,642,197 | | | | 40,547,408 | |
Brian R. Mueller: | | | | | | | | | | | | |
Cash Severance | | $ | 1,395,000 | | | | — | | | $ | 1,860,000 | |
Cash Incentive | | | 330,000 | | | | — | | | | 330,000 | |
Stock award vesting acceleration | | | 1,130,525 | (5) | | | 5,520,184 | (6) | | | 5,520,184 | (6) |
Benefits and Perquisites: | | | | | | | | | | | | |
COBRA Premiums | | | 62,757 | | | | — | | | | 83,676 | |
Outplacement Services | | | 50,000 | (9) | | | — | | | | 50,000 | (9) |
Total | | $ | 2,968,282 | | | $ | 5,520,184 | | | $ | 7,843,860 | |
Jeff Ajer: | | | | | | | | | | | | |
Cash Severance | | $ | 1,464,000 | | | | — | | | $ | 1,952,000 | |
Cash Incentive | | | 366,000 | | | | — | | | | 366,000 | |
Stock award vesting acceleration | | | 3,552,673 | (7) | | | 8,940,081 | (8) | | | 8,940,081 | (8) |
Benefits and Perquisites: | | | | | | | | | | | | |
COBRA Premiums | | | 43,610 | | | | — | | | | 58,147 | |
Outplacement Services | | | 50,000 | (9) | | | — | | | | 50,000 | (9) |
Total | | $ | 5,476,283 | | | $ | 8,940,081 | | | $ | 11,366,227 | |
Henry J. Fuchs, M.D.: | | | | | | | | | | | | |
Cash Severance | | $ | 1,856,250 | | | | — | | | $ | 2,475,000 | |
Cash Incentive | | | 487,500 | | | | — | | | | 487,500 | |
Stock award vesting acceleration | | | 3,268,414 | (10) | | | 11,745,823 | (11) | | | 11,745,823 | (11) |
Benefits and Perquisites: | | | | | | | | | | | | |
COBRA Premiums | | | 20,234 | | | | — | | | | 26,979 | |
Outplacement Services | | | 50,000 | (9) | | | — | | | | 50,000 | (9) |
Total | | $ | 5,682,398 | | | $ | 11,745,823 | | | $ | 14,785,302 | |
| | | | | | | | | | | | | | | | | | | | |
Executive Benefits and Payments Upon Termination or Change in Control(1) | Involuntary Termination Without Cause | Change in Control-Continued Employment | Change in Control-Terminated |
Alexander Hardy: | | | | | | |
Cash Severance | $ | 1,575,000 | $ | — | $ | 2,100,000 | |
Cash Incentive | | — | | — | | — |
Stock award vesting acceleration |
| 6,354,287(2) |
| —(3) |
| 11,726,188(4) |
Benefits and Perquisites: |
|
|
|
|
|
|
COBRA Premiums | | 79,445 | | — | | 105,927 |
Outplacement Services |
| 50,000(5) |
| — | |
| 50,000(5) |
Total | $ | 8,058,732 | | $ | — | | $ | 13,982,114 | |
Jean-Jacques Bienaimé(6): | | — | | — | | — |
Brian R. Mueller: | | | | | | |
Cash Severance | $ | 1,620,000 | | — | $ | 2,160,000 |
Cash Incentive | | 405,000 | | — | | 405,000 |
Stock award vesting acceleration |
| 3,296,055(7) |
| 9,041,228(8) |
| 9,041,228(9) |
Benefits and Perquisites: |
|
|
|
|
|
|
COBRA Premiums | | 79,445 | | — | | 105,927 |
Outplacement Services | | 50,000(5) | | — | | | 50,000(5) |
Total | $ | 5,450,500 | | $ | 9,041,228 | | $ | 11,762,154 | |
Jeff Ajer: | | | | | | |
Cash Severance | $ | 1,620,000 | | — | $ | 2,160,000 |
Cash Incentive | | 405,000 | | — | | 405,000 |
Stock award vesting acceleration | | 3,486,797(10) | | 9,610,092(11) | | 9,610,092(12) |
Benefits and Perquisites: | | | | | | |
COBRA Premiums | | 55,284 | | — | | 74,432 |
Outplacement Services | | 50,000(5) | | — | | 50,000(5) |
Total | $ | 5,617,621 | $ | 9,610,092 | $ | 12,299,524 |
Henry J. Fuchs, M.D.: | | | | | | |
Cash Severance | $ | 2,041,875 | | — | $ | 2,722,500 |
Cash Incentive | | 536,250 | | — | | 536,250 |
Stock award vesting acceleration |
| 7,381,883(13) |
| 17,957,801(14) |
| 17,957,801(15) |
Benefits and Perquisites: |
|
|
|
|
|
|
COBRA Premiums | | 25,662 | | — | | 34,216 |
Outplacement Services | | 50,000(5) | | — | | | 50,000(5) |
Total | $ | 10,035,670 | | $ | 17,957,801 | $ | 21,300,767 |
| | | | | | | | | | | | | | | | | | | | |
C. Greg Guyer, Ph.D.: | | | | | | |
Cash Severance | $ | 1,608,000 | | — | $ | 2,144,000 |
Cash Incentive | | 402,000 | | — | | 402,000 |
Stock award vesting acceleration |
| 3,939,485(16) |
| 10,631,903(17) |
| 10,631,903(18) |
Benefits and Perquisites: | | | | | | |
COBRA Premiums | | 61,944 | | — | | 82,592 |
Outplacement Services |
| 50,000(5) |
| — | |
| 50,000(5) |
Total | $ | 6,061,429 | | $ | 10,631,903 | | $ | 13,310,495 | |
(1)No incremental benefits are due should the death of any of our NEOs occur, except for amounts due for services previously rendered and those due under the life insurance policies, as discussed above. Additionally, as is the case for all our employees as described above under the “Compensation Discussion and Analysis—Retirement, Severance and Change in Control Arrangements” section of this Proxy Statement, if any NEO dies while employed by us, all such NEO’s unvested equity awards with service-based vesting will vest in full and all his unvested equity awards with performance-based vesting will vest in full as if the target values had been achieved, and such vested options will remain exercisable for one year after death
(2)Based on the closing price of our common stock on December 29, 2023, $96.42. Relates to 32,628 service-based RSUs (including the Three-Year RSUs that would vest in full) and 37,632 stock options that would vest upon termination.
(3)All of Mr. Hardy’s equity awards are subject to double-trigger vesting.
(4)Based on the closing price of our common stock on December 29, 2023, $96.42. Relates to 115,371 service-based RSUs and 150,529 stock options that would vest upon termination.
(5)Pursuant to the NEO’s employment agreement, the Company will provide outplacement services and legal advice consistent with the NEO’s position in the event of his involuntary termination without cause or in connection with a change in control. The NEO will be provided with a separate notice describing available outplacement services and legal advice at the time of his termination. The amount included in the table above represents an estimate of the Company’s cost for such services as of December 31, 2023.
(6)Mr. Bienaimé stepped down as CEO and Chairman of the Board, effective November 30, 2023. He will remain with the Company as a director until the 2024 Annual Meeting and as a consultant until December 31, 2024 unless the term of the Consulting Agreement is extended pursuant to the terms thereunder. In connection with his transition and pursuant to the Separation Agreement and the Consulting Agreement, Mr. Bienaimé is entitled to the following amounts and benefits: (a) the amount of his 2023 annual cash incentive award of $1,668,000; (b) the Company’s continued payment of his COBRA premiums for up to 13 months following November 30, 2023 of $26,560; and (c) consulting fees of $1,387,000 for his continuing services as a consultant to the Company until the end of the initial term on December 31,2024. As described above, Mr. Bienaimé’s unvested equity awards will continue to vest during the term of the Consulting Agreement in accordance with the applicable award agreements. However, upon a Change in Control (as defined in the Consulting Agreement), all of his outstanding service-based vesting equity awards and target amounts of outstanding performance-based equity awards will vest in full. Based on the closing price of our common stock on December 29, 2023, $96.42, the incremental value resulting from such acceleration is estimated to be $36,657,197. Such amount relates to 113,430 stock options, 97,346 service-based RSUs and 266,010 performance-based RSUs that would vest upon a change in control. In connection with the continued vesting of Mr. Bienaimé’s RSUs and options outstanding as of December 31, 2024 pursuant to the Consulting Agreement, the Company has also incurred (a) an aggregate incremental fair value of $3,329,777, computed in accordance with FASB ASC Topic 718, associated with the modification of the service-based RSUs granted in March 2021, March 2022, and March 2023 and performance-based RSUs granted in March 2022 and March 2023; and (b) an aggregate incremental fair value of $499,076, computed in accordance with FASB ASC Topic 718, associated with the modification of the options granted in March 2021, March 2022, and March 2023. See footnotes (8) and (9) to the “Summary Compensation Table” included in this Proxy Statement.
(7)Based on the closing price of our common stock on December 29, 2023, $96.42. Relates to 23,063 stock options, 10,537 service-based RSUs and 20,230 performance-based RSUs that would vest upon termination. Excludes 1,655 stock options with exercise prices greater than $96.42.
(8)Based on the closing price of our common stock on December 29, 2023, $96.42. Relates to 45,267 stock options, 25,808 service-based RSUs and 61,580 performance-based RSUs that would vest upon a change in control. Excludes 1,655 stock options with exercise prices greater than $96.42.
(9)Based on the closing price of our common stock on December 29, 2023, $96.42. Relates to 45,267 stock options, 25,808 service-based RSUs and 61,580 performance-based RSUs that would vest upon termination. Excludes 1,655 stock options with exercise prices greater than $96.42.
(10)Based on the closing price of our common stock on December 29, 2023, $96.42. Relates to 25,710 stock options, 10,787 service-based RSUs and 21,450 performance-based RSUs that would vest upon termination.
(11)Based on the closing price of our common stock on December 29, 2023, $96.42. Relates to 49,288 stock options, 27,020 service-based RSUs and 65,560 performance-based RSUs that would vest upon a change in control.
(12)Based on the closing price of our common stock on December 29, 2023, $96.42. Relates to 49,288 stock options, 27,020 service-based RSUs and 65,560 performance-based RSUs that would vest upon termination.
(13)Based on the closing price of our common stock on December 29, 2023, $96.42. Relates to 38,454 stock options, 40,195 service-based RSUs and 30,640 performance-based RSUs that would vest upon termination.
(14)Based on the closing price of our common stock on December 29, 2023, $96.42. Relates to 73,639 stock options, 81,865 service-based RSUs and 94,160 performance-based RSUs that would vest upon a change in control.
(15)Based on the closing price of our common stock on December 29, 2023, $96.42. Relates to 73,639 stock options, 81,865 service-based RSUs and 94,160 performance-based RSUs that would vest upon termination.
(16)Based on the closing price of our common stock on December 29, 2023, $96.42. Relates to 28,616 stock options, 16,350 service-based RSUs and 20,840 performance-based RSUs that would vest upon termination.
(17)Based on the closing price of our common stock on December 29, 2023, $96.42. Relates to 49,938 stock options, 42,990 service-based RSUs and 60,720 performance-based RSUs that would vest upon a change in control.
(18)Based on the closing price of our common stock on December 29, 2023, $96.42. Relates to 49,938 stock options, 42,990 service-based RSUs and 60,720 performance-based RSUs that would vest upon termination.
2023 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 2023 CEO pay ratio, the relationship of the annual total compensation of our CEO to the annual total compensation of our median-paid employee for 2023. 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 2023, calculated as described below, was 116 to 1. This ratio was based on the following:
•the annual total compensation of our CEO, determined as described below, was $21,976,020; and
•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 $191,101.
Methodology for Determining our Median Employee
The methodology and the material assumptions and estimates we used in 2023 to determine the median employee were as follows:
Employee Population
•Total Global Population. We determined that, as of October 1, 2023, the date we selected to identify the median employee, our employee population consisted of approximately 3,356 individuals working for BioMarin and our consolidated subsidiaries, with approximately 67% of these individuals located in the U.S. and approximately 33% located outside the U.S.
•De Minimis Exemption. As permitted by SEC rules, we have chosen to exclude employees who are employed in certain jurisdictions from the determination of our median employee, given the relatively small number of employees in those jurisdictions and the estimated additional time, effort and expense that would be required to obtain and analyze their compensation information. In total, we excluded less than 5% of our non-U.S. workforce (117 individuals) for purposes of identifying the median employee, as shown in the table below.
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, 2023 was approximately 3,356, and the total was approximately 3,239 after excluding the 117 employees noted below.
| | | | | |
De Minimis Exemption Jurisdictions | Number of Employees |
74Argentina | |
Table of Contents
EXECUTIVE COMPENSATION
Executive Benefits and Payments Upon Termination or Change in Control | | Involuntary Termination Without Cause | | | Change in Control- Continued Employment | | | Change in Control- Terminated | |
C. Greg Guyer, Ph.D.: | | | | | | | | | |
Cash Severance | | $ | 1,440,000 | | | $ | — | | | $ | 1,920,000 | |
Cash Incentive | | | 360,000 | | | | — | | | | 360,000 | |
Stock award vesting acceleration | | | 1,115,859 | (12) | | | 5,339,133 | (13) | | | 5,339,133 | (13) |
Benefits and Perquisites: | | | | | | | | | | | | |
COBRA Premiums | | | 48,117 | | | | — | | | | 64,155 | |
Outplacement Services | | | 50,000 | (9) | | | — | | | | 50,000 | (9) |
Total | | $ | 3,013,975 | | | $ | 5,339,133 | | | $ | 7,733,288 | |
| 20 |
(1)Austria | No incremental benefits are due should the death of Mr. Bienaimé occur, except for amounts due for services previously rendered and those due under the life insurance policies, as discussed above. Additionally, as is the case for all our employees as described above under the “Compensation Discussion and Analysis—Retirement, Severance and Change in Control Arrangements” section of this Proxy Statement, if Mr. Bienaimé dies while employed by us, all his unvested equity awards with time-based vesting will vest in full and all his unvested equity awards with performance-based vesting will vest in full as if the target values had been achieved, and such vested options will remain exercisable for one year after death.1 |
Belgium | 3 |
(2)Chile | Based on the closing price of our common stock on December 31, 2021, $88.35. Relates to 183,038 stock options that would vest upon termination. Excludes 27,213 stock options with exercise prices greater than $88.35.4 |
China | 3 |
(3)Colombia | Based on the closing price of our common stock on December 31, 2021, $88.35. Relates to 183,038 stock options, 103,963 service-based RSUs and 219,051 performance-based RSUs that would vest upon termination. Excludes 27,213 stock options with exercise prices greater than $88.35.22 |
Croatia | 2 |
(4)Denmark | Pursuant to Mr. Bienaimé’s employment agreement, the Company will reimburse Mr. Bienaimé for outplacement services and legal advice consistent with his position that he actually incurs and in an amount not to exceed $18,000 in the event of his involuntary termination without cause or in connection with a change in control.1 |
Hungary | 1 |
(5)Malaysia | Based on the closing price of our common stock on December 31, 2021, $88.35. Relates to 13,858 stock options and 11,143 service-based RSUs that would vest upon termination. Excludes 5,721 stock options with exercise prices greater than $88.35.1 |
Mexico | 11 |
(6)Netherlands | Based on the closing price of our common stock on December 31, 2021, $88.35. Relates to 30,860 stock options, 25,856 service-based RSUs and 32,900 performance-based RSUs that would vest upon termination. Excludes 11,287 stock options with exercise prices greater than $88.35.4 |
Romania | 1 |
(7)Russia | Based on the closing price of our common stock on December 31, 2021, $88.35. Relates to 21,512 stock options, 24,987 service-based RSUs and 12,567 performance-based RSUs that would vest upon termination. Excludes 5,862 stock options with exercise prices greater than $88.35.12 |
Slovakia | 1 |
(8)Switzerland | Based on the closing price of our common stock on December 31, 2021, $88.35. Relates to 45,610 stock options, 40,560 service-based RSUs and 54,777 performance-based RSUs that would vest upon termination. Excludes 7,329 stock options with exercise prices greater than $88.35.1 |
Taiwan | 6 |
(9)Turkey | 22 |
Ukraine | 1 |
Total Number of Employees Excluded Pursuant to the NEO’s employment agreement, the Company will provide outplacement services and legal advice consistent with the NEO’s position in the event of his involuntary termination without cause or in connection with a change in control.De Minimis Exemption | 117 |
Compensation Measure Used to Identify the Median Employee
Given the geographical distribution of our employee population, we use a variety of pay elements to structure the compensation 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, 2023 as the compensation measure.
•We annualized the compensation of employees to cover the full calendar year, and also annualized any new hires in 2023 as if they were hired at the beginning of the fiscal year, as permitted by SEC rules, in identifying the median employee.
•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, 2023.
Annual 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 CEO
With respect to the annual total compensation of our CEO, in accordance with SEC rules, we included the amount reported for Mr. Bienaimé (our CEO as of the determination date) in the “Total” column in the “Summary Compensation Table” included in this Proxy Statement.
Pay Versus Performance
In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Act, we provide the following disclosure regarding executive compensation for our principal executive officers (PEO) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
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Year | Summary Compensation Table Total for PEO 1(1) ($) | Summary Compensation Table Total for PEO 2(1) ($) | Compensation Actually Paid to PEO 1(1)(2)(3) ($) | Compensation Actually Paid to PEO 2(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on:(4) | GAAP Net Income (Loss) ($ Millions) | Managed Sales Revenue ($ Millions)(5) |
TSR ($) | Peer Group TSR ($) |
2023 | 21,976,020 | | 17,875,236 | | 15,757,509 | | 18,518,864 | | 6,321,622 | | 5,564,948 | | 114.04 | | 118.87 | | 167.6 | | 2,241 | |
2022 | 18,351,880 | | — | | 34,379,532 | | — | | 6,114,555 | | 10,821,939 | | 122.40 | | 113.65 | | 141.6 | | 1,914 | |
2021 | 18,262,538 | | — | | 18,390,254 | | — | | 5,510,297 | | 5,670,256 | | 104.49 | | 126.45 | | (64.1) | | 1,655 | |
2020 | 18,146,399 | | — | | 22,341,893 | | — | | 5,195,953 | | 4,752,027 | | 103.71 | | 126.42 | | 854 | | 1,664 | |
(1)Jean-Jacques Bienaimé was our PEO for each year presented until November 30, 2023 (PEO 1), and Alexander Hardy has been our PEO since December 1, 2023 (PEO 2). The individuals comprising the Non-PEO NEOs for each year presented are listed below.
| | | | | | | | | | | |
2020 | 2021 | 2022 | 2023 |
Brian R. Mueller | Brian R. Mueller | Brian R. Mueller | Brian R. Mueller |
Jeff Ajer | Jeff Ajer | Jeff Ajer | Jeff Ajer |
Henry J. Fuchs, M.D. | Henry J. Fuchs, M.D. | Henry J. Fuchs, M.D. | Henry J. Fuchs, M.D. |
C. Greg Guyer, Ph.D. | C. Greg Guyer, Ph.D. | G. Eric Davis | C. Greg Guyer, Ph.D. |
Robert A. Baffi, Ph.D. | | | |
Daniel Spiegelman | | | |
(2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.
(3)Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.
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Year | Summary Compensation Table Total for PEO 1 ($) | Exclusion of Stock Awards and Option Awards for PEO 1 ($) | Inclusion of Equity Values for PEO 1 ($) | Compensation Actually Paid to PEO 1 ($) |
2023 | 21,976,020 | | (18,320,600) | | 12,102,089 | | 15,757,509 | |
| | | | | | | | | | | | | | |
Year | Summary Compensation Table Total for PEO 2 ($) | Exclusion of Stock Awards and Option Awards for PEO 2 ($) | Inclusion of Equity Values for PEO 2 ($) | Compensation Actually Paid to PEO 2 ($) |
2023 | 17,875,236 | | (16,870,403) | | 17,514,031 | | 18,518,864 | |
| | | | | | | | | | | | | | |
Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) |
2023 | 6,321,622 | | (5,145,816) | | 4,389,142 | | 5,564,948 | |
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
| | | | | | | | | | | | | | | | | |
Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO 1 ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO 1 ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO 1 ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO 1 ($) | Total - Inclusion of Equity Values for PEO 1 ($) |
2023 | 14,131,609 | | 1,391,700 | | (3,421,220) | | — | | 12,102,089 | |
| | | | | | | | | | | | | | | | | |
Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO 2 ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO 2 ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO 2 ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO 2 ($) | Total - Inclusion of Equity Values for PEO 2 ($) |
2023 | 17,514,031 | | — | | — | | — | | 17,514,031 | |
| | | | | | | | | | | | | | | | | |
Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) |
2023 | 5,096,138 | | 180,716 | | (887,712) | | — | | 4,389,142 | |
(4)The Peer Group TSR set forth in this table utilizes the Nasdaq Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the
period starting December 31, 2019, through the end of the listed year in the Company and in the Nasdaq Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
(5)We determined Managed Sales Revenue to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2023. See footnote (2) to “2023 Program Goals and Results” table set forth in the CD&A of this Proxy Statement for a description of how this performance measure is derived from our GAAP financial reporting. This measure may not have been the most important financial performance measure for prior years, and we may determine a different financial performance measure to be the most important financial performance measure in future years.
Description of Relationship Between Compensation Actually Paid, Company Total Shareholder Return (TSR), and Peer Group TSR
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR over the four most recently completed fiscal years, and the Nasdaq Biotechnology Index over the same period.
PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
n | PEO 1 Compensation Actually Paid | n | PEO 2 Compensation Actually Paid | n | Average Non-PEO NEO will be provided with a separate notice describing available outplacement services and legal advice at the time of his termination. The amount included in the table above represents an estimate of the Company’s cost for such services as of December 31, 2021. Compensation Actually Paid |
| Biomarin TSR |
| Nasdaq Biotechnology Index TSR |
Description of Relationship Between Compensation Actually Paid and GAAP Net Income (Loss)
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our GAAP Net Income (Loss) during the four most recently completed fiscal years.
PEO and Average Non-PEO NEO Compensation Actually Paid Versus GAAP Net Income (Loss)
| | | | | | | | | | | | | | | | | | | | | | | |
n | PEO 1 Compensation Actually Paid | n | PEO 2 Compensation Actually Paid | n | Average Non-PEO NEO Compensation Actually Paid |
| GAAP Net Income (Loss) |
Description of Relationship Between Compensation Actually Paid and Managed Sales Revenue
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Managed Sale Revenue ($ in Millions) during the four most recently completed fiscal years.
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Managed Sales Revenue
| | | | | | | | | | | | | | | | | | | | | | | |
n | PEO 1 Compensation Actually Paid | n | PEO 2 Compensation Actually Paid | n | Average Non-PEO NEO Compensation Actually Paid |
| Managed Sales Revenue |
Tabular List of Most Important Financial and Non-Financial Performance Measures
The following table presents the financial and non-financial performance measures the Company considers to have been the most important in linking Compensation Actually Paid to our PEOs and Non-PEO NEOs for 2023 to Company performance. The measures in this table are not ranked.
| | |
Managed Sales Revenue |
| Core Operating Margin |
(10) | Based on the closing price of our common stock on December 31, 2021, $88.35. Relates to 32,696 stock options, 15,605 service-based RSUs and 17,219 performance-based RSUs that would vest upon termination. Excludes 8,040 stock options with exercise prices greater than $88.35.Relative TSR |
| Non-GAAP Income |
(11) | Based onNumber of Product Regulatory Approvals by the closing price of our common stock on December 31, 2021, $88.35. RelatesFDA and EMA and IND/CTAs submitted to 70,151 stock options, 39,415 service-based RSUsthe FDA and 84,299 performance-based RSUs that would vest upon termination. Excludes 10,050 stock options with exercise prices greater than $88.35.EMA |
Number of Development Programs that Achieve Proofs of Concept or Meet Clinical Milestones |
All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company 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, except to the extent the Company specifically incorporates such information by reference.
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(12)2024 Proxy Statement | Based on the closing price of our common stock on December 31, 2021, $88.35. Relates to 11,221 stock options and 11,365 service-based RSUs that would vest upon termination. Excludes 16,037 stock options with exercise prices greater than $88.35. |
| |
(13) | Based on the closing price of our common stock on December 31, 2021, $88.35. Relates to 25,650 stock options, 36,700 service-based RSUs and 20,840 performance-based RSUs that would vest upon termination. Excludes 38,758 stock options with exercise prices greater than $88.35.111 |
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2022 Proxy Statement | www.biomarin.com | 75 |
Stock Ownership Information
Security Ownership of Certain Beneficial Owners and Management
The table below sets forth certain information regarding the ownership of shares of our common stock as of March 4, 202215, 2024 (except as otherwise noted) by: (i) each current director and each nominee for director; (ii) each of the NEOs; (iii) all of our executive officers and directors as a group; and (iv) all those known by us to be beneficial owners of more than five percent of our common stock. Except as otherwise noted, the entities and individuals in this table have sole dispositive and voting power with respect to all the shares of our common stock beneficially owned by them, subject to community property laws, where applicable. The information with respect to each entity and individual specified was supplied or confirmed by such entity or individual or based upon statements filed with the SEC. Except as otherwise indicated, the mailing address for each stockholder in the table below is c/o BioMarin Pharmaceutical Inc., 105 Digital Drive, Novato, CA 94949.Name of Beneficial Owner | | Number of Shares Beneficially Owned(1) | | Number of Shares Subject to Options and Restricted Stock Units(2) | | Total Number of Shares Beneficially Owned(3) | | Percentage of Total Shares Outstanding(4) |
PRIMECAP Management Company(5) | | 17,804,780 | | | — | | 17,804,780 | | 9.67% |
The Vanguard Group(6) | | 16,351,031 | | | — | | 16,351,031 | | 8.88% |
Dodge & Cox(7) | | 14,825,049 | | | — | | 14,825,049 | | 8.05% |
BlackRock, Inc.(8) | | 14,021,292 | | | — | | 14,021,292 | | 7.62% |
Capital Research Global Investors(9) | | 12,672,008 | | | — | | 12,672,008 | | 6.89% |
Jean-Jacques Bienaimé | | 435,397 | (10) | | 1,280,086 | | 1,715,483 | | * |
Brian R. Mueller | | 6,753 | | | 99,884 | | 106,637 | | * |
Jeff Ajer | | 12,095 | | | 269,429 | | 281,524 | | * |
Henry J. Fuchs, M.D. | | 62,688 | | | 285,063 | | 347,751 | | * |
C. Greg Guyer, Ph.D. | | 5,236 | | | 50,385 | | 55,621 | | * |
Mark J. Alles | | — | | | — | | — | | * |
Elizabeth McKee Anderson | | 8,790 | | | — | | 8,790 | | * |
Willard Dere, M.D. | | 13,290 | | | 14,790 | | 28,080 | | * |
Elaine J. Heron, Ph.D. | | 75,468 | | | 26,197 | | 101,665 | | * |
Maykin Ho, Ph.D. | | 2,350 | | | — | | 2,350 | | * |
Robert J. Hombach | | 16,210 | | | — | | 16,210 | | * |
V. Bryan Lawlis, Ph.D. | | 18,850 | | | 32,000 | | 50,850 | | * |
Richard A. Meier | | 94,272 | | | 36,250 | | 130,522 | | * |
David E.I. Pyott, M.D. (Hon.) | | 30,740 | | | 13,230 | | 43,970 | | * |
Dennis J. Slamon, M.D., Ph.D. | | 16,519 | | | 24,300 | | 40,819 | | * |
All executive officers and directors as a group (16 persons) | | 828,338 | | | 2,435,624 | | 3,263,962 | | 1.75% |
| | | | | | | | | | | | | | |
Name of Beneficial Owner | Number of Shares Beneficially Owned(1) | Number of Shares Subject to Options and Restricted Stock Units(2) | Total Number of Shares Beneficially Owned(3) | Percentage o Total Shares Outstanding(4) |
PRIMECAP Management Company(5) | 18,414,374 | | — | | 18,414,374 | | 9.8 | % |
The Vanguard Group(6) | 18,048,557 | | — | | 18,048,557 | | 9.6 | % |
BlackRock, Inc.(7) | 14,740,836 | | — | | 14,740,836 | | 7.8 | % |
Dodge & Cox(8) | 13,994,063 | | — | | 13,994,063 | | 7.4 | % |
Capital Research Global Investors(9) | 10,774,641 | | — | | 10,774,641 | | 5.7 | % |
Alexander Hardy | — | | — | | — | | * |
Jean-Jacques Bienaimé | 644,087(10) | 1,012,640 | | 1,656,727 | | * |
Brian R. Mueller | 43,196 | | 110,417 | | 153,613 | | * |
Jeff Ajer | 53,954 | | 253,563 | | 307,517 | | * |
Henry J. Fuchs, M.D. | 110,842 | | 336,995 | | 447,837 | | * |
C. Greg Guyer, Ph.D. | 32,376 | | 111,996 | | 144,372 | | * |
Mark J. Alles | 10,905 | | — | | 10,905 | | * |
Elizabeth McKee Anderson | 18,890 | | — | | 18,890 | | * |
Barbara W. Bodem | — | | — | | — | | * |
Athena Countouriotis, M.D. | — | | — | | — | | * |
Willard Dere, M.D. | 23,390 | | 14,790 | | 38,180 | | * |
Mark J. Enyedy | — | | — | | — | | * |
Elaine J. Heron, Ph.D. | 87,931 | | 17,697 | | 105,628 | | * |
Maykin Ho, Ph.D. | 12,450 | | — | | 12,450 | | * |
Robert J. Hombach | 26,310 | | — | | 26,310 | | * |
V. Bryan Lawlis, Ph.D. | 28,950 | | 19,250 | | 48,200 | | * |
Richard A. Meier | 111,357 | | 19,250 | | 130,607 | | * |
David E.I. Pyott, M.D. (Hon.) | 40,840 | | 13,230 | | 54,070 | | * |
Dennis J. Slamon, M.D., Ph.D. | 26,619 | | 14,300 | | 40,919 | | * |
All executive officers and directors as a group (21 persons) | 1,328,799 | | 2,201,818 | | 3,530,617 | | 1.85 | % |
* Represents less than 1% of our common stock outstanding on March 15, 2024.
(1)Represents the number of shares of our common stock owned directly or indirectly by each entity and person and excludes shares underlying options and RSUs held by our directors and officers, which are reported in the column titled “Number of Shares Subject to Options and Restricted Stock Units.”
(2)Represents shares of our common stock subject to stock options that are or will become exercisable and RSUs that will vest within 60 days of March 15, 2024.
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*112 | Represents less than 1% of our common stock outstanding on March 4, 2022.2024 Proxy Statement |
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(1) | Represents the number of shares of our common stock owned directly or indirectly by each entity and person and excludes shares underlying options and RSUs held by our directors and officers, which are reported in the column titled “Number of Shares Subject to Options and Restricted Stock Units.” |
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(2) | Represents shares of our common stock subject to stock options that are or will become exercisable and RSUs that will vest within 60 days of March 4, 2022. |
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(3) | Equals the sum of the number of shares under the table columns titled “Number of Shares Beneficially Owned” and “Number of Shares Subject to Options and Restricted Stock Units.” |
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(4) | The calculation of percentages is based upon 184,049,183 shares of our common stock outstanding on March 4, 2022, plus for each of the individuals listed above, the number of shares subject to stock options and RSUs reflected in the column under the heading “Number of Shares Subject to Options and Restricted Stock Units.”Ownership Information |
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(3)Equals the sum of the number of shares under the table columns titled “Number of Shares Beneficially Owned” and “Number of Shares Subject to Options and Restricted Stock Units.”
(4)The calculation of percentages is based upon 188,733,789 shares of our common stock outstanding on March 15, 2024, plus for each of the individuals listed above, the number of shares subject to stock options and RSUs reflected in the column under the heading “Number of Shares Subject to Options and Restricted Stock Units.”
(5)This information is as of December 31, 2023 and is based solely on information contained in the Schedule 13G/A filed with the SEC on February 12, 2024 by PRIMECAP Management Company (PRIMECAP). PRIMECAP, as a registered investment adviser under Section 203 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-3) or under the laws of any state, may be deemed to beneficially own the indicated shares and has sole dispositive power over 18,414,374 shares and sole voting power over 17,706,231 shares. The address for PRIMECAP is 177 E. Colorado Blvd., 11th Floor, Pasadena, CA 91105.
(6)This information is as of December 31, 2023 and is based solely on information contained in the Schedule 13G/A filed with the SEC on February 13, 2023 by The Vanguard Group (Vanguard). Vanguard, as a registered investment adviser under Section 203 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-3) or under the laws of any state, may be deemed to beneficially own the indicated shares and has sole dispositive power over 17,621,678 shares, shared dispositive power over 426,879 shares and shared voting power over 127,330 shares. The address for Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.
(7)This information is as of December 31, 2023 and is based solely on information contained in the Schedule 13G/A filed with the SEC on January 26, 2024 by BlackRock, Inc. (BlackRock). BlackRock, as a parent holding company or control person, may be deemed to beneficially own the indicated shares and has sole dispositive power over 14,740,836 shares and sole voting power over 13,577,973 shares. BlackRock reported its beneficial ownership on behalf of itself and the following: BlackRock Life Limited, BlackRock Advisors, LLC, Aperio Group, LLC, BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock (Luxembourg) S.A., BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, BlackRock Fund Advisors, BlackRock Asset Management North Asia Limited, BlackRock (Singapore) Limited and BlackRock Fund Managers Ltd. The address for BlackRock is 50 Hudson Yards, New York, NY 10001.
(8)This information is as of December 31, 2023 and is based solely on information contained in the Schedule 13G/A filed with the SEC on February 13, 2024 by Dodge & Cox. Dodge & Cox, as a registered investment adviser under Section 203 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-3) or under the laws of any state, may be deemed to beneficially own the indicated shares and has sole dispositive power over 13,994,063 shares and sole voting power over 13,134,589 shares. The address for Dodge & Cox is 555 California Street, 40th Floor, San Francisco, CA 94104.
(9)This information is as of December 31, 2023 and is based solely on information contained in the Schedule 13G filed with the SEC on February 9, 2024 by Capital Research Global Investors (CRGI), a division of Capital Research and Management Company (CRMC), as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., Capital Group Private Client Services, Inc., and Capital Group Investment Management Private Limited (together with CRMC, the investment management entities). CRGI’s divisions of each of the investment management entities collectively provide investment management services under the name “Capital Research Global Investors”. CRGI, as a registered investment adviser under Section 203 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-3) or under the laws of any state, may be deemed to beneficially own the indicated shares and has sole dispositive power 10,774,641 shares and sole voting power over 10,752,504 shares. The address for CRGI is 333 South Hope Street, 55th Fl, Los Angeles, CA 90071.
(10)Includes 247,333 shares held in a trust of which Mr. Bienaimé is a trustee and 200 shares held in Uniform Transfers to Minors Act accounts for which Mr. Bienaimé is the custodian.
Table of Contents
STOCK OWNERSHIP INFORMATION
(5) | This information is as of December 31, 2021 and is based solely on information contained in the Schedule 13G/A filed with the SEC on February 10, 2022 by PRIMECAP Management Company (PRIMECAP). PRIMECAP, as a registered investment adviser under Section 203 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-3) or under the laws of any state, may be deemed to beneficially own the indicated shares and has sole dispositive power over 17,804,780 shares and sole voting power over 16,903,327 shares. The address for PRIMECAP is 177 E. Colorado Blvd., 11th Floor, Pasadena, CA 91105. |
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(6) | This information is as of December 31, 2021 and is based solely on information contained in the Schedule 13G/A filed with the SEC on February 9, 2022 by The Vanguard Group (Vanguard). Vanguard, as a registered investment adviser under Section 203 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-3) or under the laws of any state, may be deemed to beneficially own the indicated shares and has sole dispositive power over 15,970,344 shares, shared dispositive power over 380,687 shares and shared voting power over 155,305 shares. The address for Vanguard is 100 Vanguard Blvd., Malvern, PA 19355. |
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(7) | This information is as of December 31, 2021 and is based solely on information contained in the Schedule 13G/A filed with the SEC on February 14, 2022 by Dodge & Cox. Dodge & Cox, as a registered investment adviser under Section 203 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-3) or under the laws of any state, may be deemed to beneficially own the indicated shares and has sole dispositive power over 14,825,049 shares and sole voting power over 14,136,830 shares. The address for Dodge & Cox is 555 California Street, 40th Floor, San Francisco, CA 94104. |
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(8) | This information is as of December 31, 2021 and is based solely on information contained in the Schedule 13G/A filed with the SEC on March 11, 2022 by BlackRock, Inc. (BlackRock). BlackRock, as a parent holding company or control person, may be deemed to beneficially own the indicated shares and has sole dispositive power over 14,021,292 shares and sole voting power over 12,836,636 shares. BlackRock reported its beneficial ownership on behalf of itself and the following: BlackRock Life Limited, BlackRock International Limited, BlackRock Advisors, LLC, Aperio Group, LLC, BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock (Luxembourg) S.A., BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, BlackRock Fund Advisors, BlackRock Asset Management North Asia Limited, BlackRock (Singapore) Limited and BlackRock Fund Managers Ltd. The address for BlackRock is 55 East 52nd Street, New York, NY 10055. |
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(9) | This information is as of December 31, 2021 and is based solely on information contained in the Schedule 13G/A filed with the SEC on January 10, 2022 by Capital Research Global Investors (CRGI), a division of Capital Research and Management Company (“CRMC”), as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl and Capital International K.K., and Capital Group Private Client Services, Inc. (together with CRMC, the “investment management entities”). CRGI’s divisions of each of the investment management entities collectively provide investment management services under the name “Capital Research Global Investors”. CRGI, as a registered investment adviser under Section 203 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-3) or under the laws of any state, may be deemed to beneficially own the indicated shares and has sole dispositive power over 12,672,008 shares and sole voting power over 12,655,872 shares. CRGI holds more than five percent of the outstanding Common Stock of the Company as of December 31, 2021 on behalf of its client AMCAP Fund. The address for CRGI is 333 South Hope Street, 55th Floor, Los Angeles, CA 90071. |
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(10) | Includes 247,533 shares held in a trust of which Mr. Bienaimé is a trustee. |
Director and Officer Stock Ownership Guidelines
The Board approved stock ownership guidelines for our directors, CEO and employees at the Senior Vice President level or higher. Under these guidelines, directors and executives are expected to use the shares of common stock obtained on the exercise of stock options or vesting of RSUs received to establish significant level of direct ownership in BioMarin. In October 2020, the Compensation Committee increased the ownership guideline threshold for our directors to four times the cash retainer amount, up from three times. Newly appointed or elected directors and newly appointed or hired officers have three years to comply with their specific stock ownership guidelines.
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In 2022, the Board increased the ownership guideline threshold for our directors to five times the cash retainer amount, up from four times.In 2021, the Compensation Committee Board doubled our CEO’s stock ownership guideline threshold to six times his base salary, up from three times. |
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The following table summarizes the guidelines for our directors and NEOs as of December 31, 2021:2023:
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2024 Proxy Statement | 113 |
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Stock Ownership Information |
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Name | Stock Ownership Guidelines |
Independent Directors | | Lesser of 10,000 shares and unvested RSUs or value of shares and unvested RSUs equal to 45 times cash retainer amount (“4x”5x”) |
CEO | | Value of shares and unvested RSUs equal to 6 times base salary (“6x”) |
NEOs (all are at the Executive Vice President level or higher) | | Value of shares and unvested RSUs equal to 2 times base salary (“2x”) |
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STOCK OWNERSHIP INFORMATION
The charts below summarize our directors’ (other than Ms. Bodem, Dr. Countouriotis and Mr. Enyedy, who joined our Board on December 27, 2023) and NEOs’ (other than Mr. Hardy, who was appointed as our CEO and member of the Board effective December 1, 2023) holdings as of December 31, 20212023 as compared to the thresholds established in the stock ownership guidelines.
Independent Directors
(1)
Named Executive Officers
| (1) | | | | | | | | | | |
n | Mr. Alles joined the Board in January 2022. Accordingly, he is not included in the chart regarding compliance with director stock ownershipMinimum Value of Share and Unvested RSUs (to meet guidelines) | n | Value of Shares and Unvested RSUs Held (multiple of minimum to meet guidelines as of December 21, 2021.(rounded)) |
NEOs
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n | Minimum Value of Share and Unvested RSUs (to meet guidelines) | n | Value of Shares and Unvested RSUs Held (multiple of minimum to meet guidelines (rounded)) |
Compliance with our stock ownership guidelines is based on shares (including shares held in trusts for which the individual is the trustee and in a deferral account and issuable to such individual under our Nonqualified Deferred Compensation Plan) and the unvested service-based RSUs and performance-based RSUs for which performance criteria has been met held by a director or officer as of December 31,
2021,2023, but it does not include performance-based RSUs for which performance criteria has not been met or vested or unvested stock options. The value of stock owned is calculated using the closing price of our common stock on December
31, 2021,29, 2023, which was
$88.35.$96.42. All of our directors and NEOs were in compliance with our stock ownership guidelines as of December 31,
2021.2023.
The Compensation Committee believes these stock ownership guidelines are an important tool in aligning the interests of our executives with the long-term interests of our stockholders. Although the guidelines are not mandatory, the Compensation Committee will consider compliance with the guidelines in setting an officer’s compensation and the CGN Committee will consider compliance with the guidelines when making decisions on nominating directors for re-election. See the “Compensation Discussion and Analysis” Analysis” section of this Proxy Statement for more information regarding these guidelines.
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78114 | 2024 Proxy Statement |
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Stock Ownership Information |
Anti-Hedging and Anti-Pledging Policy
The Board has approved an anti-hedging and anti-pledging policy for our directors and employees. Under this policy, all of our directors and employees are prohibited from engaging in short-sales, transactions in put or call options, hedging transactions or other inherently speculative transactions in BioMarin
stockequity securities or engaging in margin and other pledging activities. Under the policy, a contribution of the Company’s securities to an exchange fund not designed to hedge any decrease in the market value of BioMarin’s equity securities is not considered a form of hedging; however, such contribution by an employee designated as an insider remains subject to the other provisions of the Company’s Insider Trading Policy, including provisions regarding quarterly trading blackout periods and pre-clearance requirements.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than 10% of a registered class of our equity securities to file reports of ownership and reports of changes in the ownership with the SEC. Executive officers, directors and greater than 10% stockholders are required by the SEC to furnish us with copies of all Section 16(a) filings they make.
To the best of our knowledge and based solely on a review of the copies of such reports furnished to us or written representation that no other reports were required, during the fiscal year ended December 31,
2021,2023, we believe that all
Section 16(a) filing requirements applicable to our officers,reports, other than as follows, during 2023 were timely filed by its directors and
greater than ten percent beneficial owners were met.Section 16 officers. Due to administrative errors there was one late filing for Mr. Bienaimé with respect to the grant of pro-rated service-based RSUs for his continuing service as a non-employee director effective December 1, 2023.
Equity Compensation Plan Information
The following table provides certain information with respect to all of BioMarin’s equity compensation plans as of December 31,
2021.Plan Category | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | Weighted average exercise price of outstanding options, warrants and rights(1) ($)(b) | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(c) | |
Equity compensation plans approved by stockholders | | 11,615,278 | (2) | | 79.00 | | 4,393,858 | (4) |
Equity compensation plans not approved by stockholders | | 59,835 | (3) | | 56.50 | | — | |
Total | | 11,675,113 | | | 78.79 | | 4,393,858 | |
2023. | | | | | | | | | | | |
Plan Category | Number of securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (a) | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(1) ($)(b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))(c) |
Equity compensation plans approved by stockholders | 11,263,956(2) | 85.26 | | 19,649,513(3) |
Equity compensation plans not approved by stockholders | — | | — | | — | |
Total | 11,263,956 | | 85.26 | | 19,649,513 | |
(1)The weighted average exercise price excludes RSU awards, which have no exercise price.
(2)Amount includes stock options to purchase shares, service-based RSUs and performance-based RSUs issued under the 2017 Plan and the 2006 Plan, outstanding as of December 31, 2023. Amount does not include any shares of common stock issuable under our 2006 Employee Stock Purchase Plan (the ESPP). For descriptions of the 2017 Plan, the 2006 Plan, and the ESPP, see Note 13 to our financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 26, 2024.
(3)Amount reflects reduction of securities available for issuance pursuant to the 2017 Plan and the 2006 Plan, such that each service-based RSU and performance-and market-based RSU granted on or after May 12, 2010 but prior to May 15, 2013 reduces the shares available for issuance under the 2017 Plan and the 2006 Plan by 1.62 shares, and each service-based RSU and performance-and market-based RSU granted on or after May 15, 2013 reduces the shares available for issuance under the 2017 Plan and the 2006 Plan by 1.92 shares. Furthermore, amount excludes 2,534,671 shares available for future issuance under the ESPP, of which an estimated 132,891 shares will be subject to purchase during the current ESPP offering period that commenced November 1, 2023 and ends April 30, 2024. The Company issues shares under the ESPP once every six months based on employee elections in the preceding six months. Pursuant to the terms of the ESPP, the number of shares to be issued and the price per share is not determined until immediately before the date of issuance.
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(1)2024 Proxy Statement | The weighted average exercise price excludes RSU awards, which have no exercise price. |
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(2) | Amount includes stock options to purchase shares, service-based RSUs and performance-based RSUs issued under the 2017 Plan and the 2006 Plan, outstanding as of December 31, 2021. Amount does not include any shares of common stock issuable under our 2006 Employee Stock Purchase Plan (the ESPP). For descriptions of the 2017 Plan, the 2006 Plan, and the ESPP, see Note 13 to our financial statements included 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. |
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(3) | Amount includes stock options to purchase shares, service-based RSUs and performance-based RSUs issued under the BioMarin Pharmaceutical Inc. 2012 Inducement Plan (the 2012 Inducement Plan) and the BioMarin Pharmaceutical Inc. 2014 Inducement Plan (the 2014 Inducement Plan), which were not approved by the Company’s stockholders in reliance on Nasdaq Marketplace Rule 5635(c)(4), outstanding as of December 31, 2021. The 2012 Inducement Plan expired on May 31, 2013 and the 2014 Inducement Plan expired on June 9, 2015. For descriptions of the 2012 Inducement Plan and the 2014 Inducement Plan, see Note 16 to our financial statements for the year ended December 31, 2015, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, as filed with the SEC on February 29, 2016. |
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(4) | Amount reflects reduction of securities available for issuance pursuant to the 2017 Plan and the 2006 Plan, such that each service-based RSU and performance- and market-based RSU granted on or after May 12, 2010 but prior to May 15, 2013 reduces the shares available for issuance under the 2017 Plan and the 2006 Plan by 1.62 shares, and each service-based RSU and performance- and market-based RSU granted on or after May 15, 2013 reduces the shares available for issuance under the 2017 Plan and the 2006 Plan by 1.92 shares. Furthermore, amount excludes 3,065,625 shares available for future issuance under the ESPP, of which an estimated 143,380 shares will be subject to purchase during the current ESPP offering period that commenced November 1, 2021 and ends April 30, 2022.The Company issues shares under the ESPP once every six months based on employee elections in the preceding six months. Pursuant to the terms of the ESPP, the number of shares to be issued and the price per share is not determined until immediately before the date of issuance.115 |
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2022 Proxy Statement | www.biomarin.com | 79 |
Additional Information
Questions and Answers about these Proxy Materials and Voting
Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?
Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending an Important Notice Regarding the Availability of Proxy Materials (the Proxy Availability Notice) to our stockholders of record. All stockholders will have the ability to access the proxy materials on the website referred to in the Proxy Availability Notice free of charge or request to receive a printed set of the proxy materials for the Annual Meeting. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Proxy Availability Notice.
We intend to mail the Proxy Availability Notice on or about April
12, 20229, 2024 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, 2022.9, 2024.
What does it mean if I receive more than one Proxy Availability Notice?
If you receive more than one Proxy Availability Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each Proxy Availability Notice to ensure that all of your shares are voted.
How do I attend the Annual Meeting?
We will be hosting the Annual Meeting live via the Internet. You will not be able to attend the Annual Meeting in person. Any stockholder can listen to and participate in the Annual Meeting live via the Internet at www.virtualshareholdermeeting.com/BMRN2022BMRN2024. Our Board annually considers the appropriate format of our annual meeting and this year has decided to hold a virtual annual meeting due to the COVID-19 global pandemic.meeting. In addition, we intend the virtual meeting format to provide stockholders a similar level of transparency to the traditional in-person meeting format and we will take steps to ensure such an experience. Our stockholders will be afforded the same opportunities to participate at the virtual Annual Meeting as they would at an in-person annual meeting of stockholders. Our virtual annual meeting will allow stockholders to submit questions and comments during the meeting. After the meeting, we will spend up to 15 minutes answering stockholder questions that comply with the meeting rules of conduct, which will be posted on the virtual meeting web portal. To the extent time does not allow us to answer all of the appropriately submitted questions, we will answer them in writing on our investor relations website, at https://investors.biomarin.com, soon after the meeting. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition. If you attend the virtual meeting as described above, you will be deemed to be attending in person, as provided by Delaware law.
The Annual Meeting webcast will begin promptly at 9:00 a.m. (Pacific Time) on May
24, 2022.21, 2024. We encourage you to access the Annual Meeting webcast prior to the start time. Online check-in will begin, and stockholders may begin submitting written questions, at 8:45 a.m. (Pacific Time), and you should allow ample time for the check-in procedures.
You will need the 16-digit control number included on your Notice of Internet Availability or your proxy card or voting instruction form (if you received a printed copy of the proxy materials) or included in the email to you if you received the proxy materials by email in order to be able to vote your shares or submit questions during the Annual Meeting. Instructions on how to connect to the Annual Meeting and participate via the Internet, including how to demonstrate proof of stock ownership, will be posted at www.virtualshareholdermeeting.com/BMRN2022 BMRN2024two weeks prior to the date of the Annual Meeting. If you do not have your 16-digit control number, you will be able to access and listen to the Annual Meeting as a guest, but you will not be able to vote your shares or submit questions during the Annual Meeting. We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting or submitting questions. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting web portal.
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Who can vote at the Annual Meeting?
Only stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. On the Record Date, there were
184,898,129189,775,040 shares of common stock outstanding and entitled to vote.
Stockholder of Record: Shares Registered in Your Name
If on the Record Date your shares were registered directly in your name with BioMarin’s transfer agent, Computershare Inc., then you are a stockholder of record. As a stockholder of record, you may vote at the Annual Meeting, which will be held virtually via the Internet, or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy over the telephone, or on the Internet as instructed below, or complete, date, sign and return the proxy card mailed to you to ensure your vote is counted.
Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Nominee
If on the Record Date your shares were held not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and the Proxy Availability Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account. You are also invited to attend and vote at the Annual Meeting, which will be held virtually via the Internet. However, since you are not the stockholder of record, you may not be able to vote your shares at the Annual Meeting unless you request and obtain a valid proxy from your broker, bank or other nominee. Please contact your broker, bank or other nominee for information about specific requirements if you would like to vote your shares during the Annual Meeting.
There are three matters scheduled for a vote:
1 | To elect the 11 nominees for director to serve until the next Annual Meeting and until their successors are duly elected and qualified; |
2 | To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022; and |
3 | To approve, on an advisory basis, the compensation of the Company’s NEOs as disclosed in this Proxy Statement. |
1.To elect the 11 nominees for director to serve until the next Annual Meeting and until their successors are duly elected and qualified;
2.To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and
3.To approve, on an advisory basis, the compensation of the Company’s NEOs as disclosed in the Proxy Statement.
What if another matter is properly brought before the Annual Meeting?
The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the persons named in the accompanying proxy will vote on those matters in accordance with their best judgment.
What is the Board’s voting recommendation?
The Board recommends that you vote your shares:
•“FOR” the election of all 11 nominees for director;
•“FOR” the ratification of the selection of KPMG LLP as our independent registered public accounting firm for BioMarin for its fiscal year ending December 31, 2024; and
•“FOR” the approval, on an advisory basis, of the compensation of the Company’s NEOs as disclosed in this Proxy Statement.
| ● | “FOR” the election of all 11 nominees for director; | | | |
●2024 Proxy Statement | “FOR” the ratification of the selection of KPMG LLP as our independent registered public accounting firm for BioMarin for its fiscal year ending December 31, 2022; and117 |
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● | “FOR” the approval, on an advisory basis, of the compensation of the Company’s NEOs as disclosed in this Proxy Statement.Additional Information |
With regard to the election of directors, you may vote
“For”“FOR” all the nominees to the Board or you may
“Withhold”“WITHHOLD” your vote for all the nominees or any individual nominee you specify. With regard to each of the other matters to be voted on, you may vote
“For”“FOR” or
“Against”“AGAINST” or abstain from voting.
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Table of Contents
ADDITIONAL INFORMATION
The procedures for voting depend on whether your shares are registered in your name or are held by a bank, broker or other nominee:
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may vote at the Annual Meeting, which will be held virtually via the Internet, vote by proxy over the telephone, vote by proxy through the Internet, or vote by proxy using a proxy card that you may request or that we may elect to deliver at a later time. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote online even if you have already voted by proxy.
● | To vote over the telephone, dial toll-free 1-866-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number from the Proxy Availability Notice. Your vote must be received by 11:59 p.m., Eastern Daylight Time on May 23, 2022 to be counted. |
● | To vote through the Internet, go to http://www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the company number and control number from the Proxy Availability Notice. Your vote must be received by 11:59 p.m., Eastern Daylight Time, on May 23, 2022 to be counted. |
● | To vote using the proxy card, simply complete, sign and date the proxy card that may be delivered to you and return it promptly in the envelope provided. If you return your signed proxy card to us and we receive it before the Annual Meeting, we will vote your shares as you direct. |
● | To vote during the Annual Meeting, attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/BMRN2022 and follow the instructions posted there. Please have your 16-digit control number to join the Annual Meeting. |
•To vote over the telephone, dial toll-free 1-866-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number from the Proxy Availability Notice. Your vote must be received by 11:59 p.m., Eastern Daylight Time on May 20, 2024 to be counted.
•To vote through the Internet, go to http://www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the company number and control number from the Proxy Availability Notice. Your vote must be received by 11:59 p.m., Eastern Daylight Time, on May 20, 2024 to be counted.
•To vote using the proxy card, simply complete, sign and date the proxy card that may be delivered to you and return it promptly in the envelope provided. If you return your signed proxy card to us and we receive it before the Annual Meeting, we will vote your shares as you direct.
•To vote during the Annual Meeting, attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/BMRN2024 and follow the instructions posted there. Please have your 16-digit control number to join the Annual Meeting.
Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Nominee
If you are a beneficial owner of shares registered in the name of your broker, bank, or other nominee, you should have received a Proxy Availability Notice containing voting instructions from that organization rather than from BioMarin. Simply follow the voting instructions in the Proxy Availability Notice to ensure that your vote is counted. To vote online at the Annual Meeting, which will be held virtually via the Internet, attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/BMRN2022 BMRN2024and follow the instructions posted there. Please have your 16-digit control number to join the Annual Meeting. Additionally, you may need to request and obtain a valid proxy from your broker, bank or other nominee to vote your shares during the Annual Meeting. Please contact your broker, bank or other nominee for information about specific requirements if you would like to vote your shares during the Annual Meeting. Internet proxy voting may be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.
How many votes do I have? On each matter to be voted upon, you have one vote for each share of common stock you own as of the Record Date.
What if I return a proxy card or otherwise vote but do not make
specific choices?
If
you are a stockholder of record and you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “FOR” the election of all 11 nominees for director, “FOR” the ratification of KPMG as the Company’s independent registered public accounting firm, and “FOR” the advisory approval of the compensation of the NEOs. If any other matter is properly presented at the Annual Meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment. Regarding Proposal 1, if any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by the Board on the recommendation of the CGN Committee. Each person nominated for election has agreed to serve if elected, and our management has no reason to believe that any nominee will be unable to serve.
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TableIf you are a beneficial owner of Contents
ADDITIONAL INFORMATION
shares held in “street name” by a broker, bank or other nominee, you must complete and return the voting instruction form provided by your broker, bank or other nominee holding the shares in order to instruct your broker, bank or nominee on how to vote. If you do not provide the broker, bank or nominee that holds your shares with voting instructions, the broker, bank or nominee will determine if it has the discretionary authority to vote on your behalf. See “What are ‘broker non-votes’?” and “What is the effect of abstentions and broker non-votes?” below.
Will my vote be kept confidential?
Proxies, ballots and voting tabulations are handled on a confidential basis to protect your voting privacy. This information will not be disclosed, except as required by law.
Who is paying for this proxy solicitation?
The accompanying proxy is solicited on behalf of the Board for use at the Annual Meeting. Accordingly, the Company will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees and Innisfree M&A Incorporated may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees of the Company will not be paid any additional compensation for soliciting proxies, but Innisfree M&A Incorporated will be paid its customary fee of approximately $20,000 plus out-of-pocket expenses if it solicits proxies. We may also reimburse brokerage firms, banks and other nominees for the cost of forwarding proxy materials to beneficial owners.
Can I change my vote after submitting my proxy?
Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:
● | You may submit another properly completed proxy card with a later date. |
● | You may grant a subsequent proxy by telephone or through the Internet. |
● | You may send a timely written notice that you are revoking your proxy to the Company’s Secretary at BioMarin Pharmaceutical Inc., Attention: G. Eric Davis, Executive Vice President, General Counsel and Secretary, 105 Digital Drive, Novato, CA 94949. Such notice will be considered timely if it is received at the indicated address by close of business on the business day immediately preceding the date of the Annual Meeting. |
● | You may attend the Annual Meeting, which will be held virtually via the Internet, and vote online. Simply attending the Annual Meeting will not, by itself, revoke your proxy. |
•You may submit another properly completed proxy card with a later date.
•You may grant a subsequent proxy by telephone or through the Internet.
•You may send a timely written notice that you are revoking your proxy to the Company’s Secretary at BioMarin Pharmaceutical Inc., Attention: G. Eric Davis, Executive Vice President, Chief Legal Officer and Secretary, 105 Digital Drive, Novato, CA 94949. Such notice will be considered timely if it is received at the indicated address by close of business on the business day immediately preceding the date of the Annual Meeting.
•You may attend the Annual Meeting, which will be held virtually via the Internet, and vote online. Simply attending the Annual Meeting will not, by itself, revoke your proxy.
Your most current proxy card or telephone or Internet proxy is the one that is counted, so long as it is provided within the applicable deadline. If your shares are held by your broker, banker or other nominee, you should follow the instructions provided by your broker, bank or other nominee.
When are stockholder proposals and director nominations for inclusion in our proxy statement for next year’s Annual Meeting due?
Stockholders wishing to present proposals for inclusion in our proxy statement for the 20232025 Annual Meeting pursuant to Rule 14a-8 of the Exchange Act must submit their proposals so that they are received by us at our principal executive offices no later than
December
13, 2022.10, 2024. However, if our
20232025 Annual Meeting is not held between April
24, 202321, 2025 and June
23, 2023,20, 2025, then the deadline will be a reasonable time prior to the time that we begin to print and
mailsend our proxy materials.
Eligible stockholders wishing to nominate a candidate for election to the Board at the 20232025 Annual Meeting and to have such candidate included in theour proxy materials for such meeting pursuant to our proxy access bylaw must submit such nomination betweenno earlier than November 13, 202210, 2024 and no later than 5:00 p.m. Pacific Time on December 13, 202210, 2024 and must include the information set forth in Article II, Section 2.15(c) of Article II of our Bylaws.
Proposals for inclusion in our proxy statement for the
20222023 Annual Meeting should be sent to the Company’s Secretary at BioMarin Pharmaceutical Inc., Attention: G. Eric Davis, Executive Vice President,
General CounselChief Legal Officer and Secretary, 105 Digital Drive, Novato, CA 94949.
When are other proposals and director nominations for next year’s Annual Meeting due?
With respect to proposals and nominations other than those to be included in our proxy statement pursuant to Rule 14a-8 of the Exchange Act or our proxy access bylaw, our Bylaws provide that stockholders who wish to nominate a director,
including nominations subject to Rule 14a-19 of the Exchange Act, or propose other business to be brought before the stockholders at the Annual Meeting must notify our Secretary by a written notice, which notice must be
delivered to or received at our principal executive offices
not lessno later than
90 days5:00 p.m. Pacific Time on the 90th day nor
moreearlier than
120 daysthe 120th day prior to the anniversary date of the immediately preceding year’s Annual Meeting of Stockholders.
For the
20232025 Annual Meeting, stockholders wishing to present nominations for director or proposals for consideration under these provisions of our Bylaws must submit their nominations or proposals so that they are
delivered to or received at our principal executive offices
notno earlier than January
24, 202321, 2025 and
notno later than
5:00 p.m. Pacific Time on February
23, 202320, 2025 in order to be considered. In the event that the
20232025 Annual Meeting is to be held on a date that is not within 25 days before or 60 days after May
24, 2023,21, 2025, then a stockholder’s notice must be received by the Secretary no later than
the close of business5:00 p.m. Pacific Time on the 10th day following the day on which notice of the date of the
20232025 Annual Meeting was mailed or the day we make a public announcement of the date of the
20232025 Annual Meeting, whichever first occurs.
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ADDITIONAL INFORMATION
In addition, with respect to nominations for directors, if the number of directors to be elected at the 20232025 Annual Meeting is increased effective at the 20232025 Annual Meeting and there is no public announcement by us naming the nominees for the additional directorships at least 100 days prior to May 24, 2023,21, 2025, a stockholder’s notice will also be considered timely, but only with respect to nominees for the additional directorships, if it is delivered to our Secretary at our principal executive offices not later than the close of business5:00 p.m. Pacific Time on the 10th day following the day on which such public announcement is first made by us.
In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules (once effective), stockholders who intend to solicit proxies in support of director nominees other than our Board’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 25, 2023.
Nominations or proposals should be sent in writing to the Company’s Secretary at BioMarin Pharmaceutical Inc., Attention: G. Eric Davis, Executive Vice President, General CounselChief Legal Officer and Secretary, 105 Digital Drive, Novato, CA 94949. A stockholder’s notice to nominate a director or bring any other business before the 20232025 Annual Meeting must set forth certain information, which is specified in our Bylaws, including in Sections 2.14 and 2.15 of Article II of our Bylaws. A complete copy of our Bylaws may be found in the Corporate Governance section of the Investors section of our website at www.bmrn.comwww.biomarin.com. Information on our website is NOT incorporated by reference in this Proxy Statement. How can I recommend a director nominee for consideration by the CGN Committee?
In order for a stockholder to have a candidate considered by the CGN Committee, a stockholder should submit a written recommendation that includes: (i) the name and record address of the stockholder (and beneficial owner, if any, on whose behalf the nomination is made) and evidence of the stockholder’s and beneficial owner’s ownership of our stock, including the number of shares owned and the length of time of ownership; (ii) a description of any agreement, arrangement or understanding with respect to the nomination between or among such stockholder and/or such beneficial owner and affiliates or others acting together; (iii) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder’s notice by, or on behalf of, such stockholder and/or such beneficial owners; (iv) a representation that the stockholder and/or any beneficial owner intends to appear in person or by proxy at the meeting to nominate the persons named in its notice; (v) whether the stockholder or any beneficial owner intends or is part of a group that intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of our outstanding capital stock required to elect the nominee and/or otherwise to solicit proxies from stockholders in support of such nomination; and (vi) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Act.
With respect to each person whom the stockholder proposes to nominate for election as a director, the stockholder must include (1) the name, age, business address and residence address of the director candidate, (2) the candidate’s resume or a listing of his or her qualifications to be a director (including principal occupation or employment), (3) the class or series and number of shares of stock which are owned beneficially or of record by the candidate, and (4) any other information relating to the candidate that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Act. The notice must also be accompanied by a written consent of each proposed nominee to being named as a nominee if selected by the CGN Committee and nominated by the Board. Stockholder recommendations should be addressed to the Corporate Governance and Nominating Committee at 105 Digital Drive, Novato, CA 94949, c/o G. Eric Davis, Executive Vice President,
General CounselChief Legal Officer and Secretary.
For stockholder nominations to be included in the proxy materials for a future meeting pursuant to our proxy access bylaw or brought before the stockholders at a future meeting, please see “When“When are stockholder proposals and director nominations for inclusion in our proxy statement for next year’s Annual Meeting due?due?” and “When“When are other proposals and director nominations for next year’s Annual Meeting due?” above. Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count,
“For,“FOR,”
“Withhold”“WITHHOLD” and broker non-votes for the proposal to elect directors and with respect to other proposals, votes
“For,“FOR,”
“Against,“AGAINST,”
“Abstain”“ABSTAIN” and broker non-votes, if applicable.
What are “broker non-votes”?
Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker, bank or other nominee holding the shares as to how to vote. Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker, bank or other nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker, bank or other nominee can still vote the shares with respect to matters that are considered to be “routine,” but cannot vote the shares with respect to “non-routine” matters. Under the rules and interpretations of the New York Stock Exchange (the NYSE), which generally apply to all brokers, bank or other nominees, on voting matters characterized by the NYSE as “routine,” NYSE member firms have the discretionary authority to vote shares for which their customers do not provide voting instructions. On non-routine proposals, such “uninstructed shares” may not be voted by member firms. Only Proposal
No. Two—2—Ratification of the
selectionSelection of
our independent registered public accounting firmthe Independent Registered Public Accounting Firm for BioMarin is considered a “routine” matter for this purpose, and brokers, banks or other nominees will generally have discretionary voting power with respect to such proposal.
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What is the effect of abstentions and broker non-votes?
Abstentions:Under Delaware law (under which BioMarin is incorporated), abstentions are counted as shares present and entitled to vote at the Annual Meeting, and therefore counted as present for the purpose of determining whether a quorum is present, but they are not counted as sharesvotes cast. Our Bylaws provide that a stockholder action (other than the election of directors and unless otherwise required by applicable laws, regulations or stock exchange rules) shall be decided by the vote of the holders of a majority of the total number of votes of the Company’s capital stock cast on the matter. Therefore, abstentions will have no effect on Proposal No. Two—2—Ratification of the selectionSelection of KPMG as our independent registered public accounting firmthe Independent Registered Public Accounting Firm for BioMarin and Proposal No. Three—3 – Advisory voteVote on executive compensation.Executive Compensation. Abstentions are not applicable with respect to Proposal 1—Election of Directors.
Broker Non-Votes:The “non-routine” matters on the agenda for the Annual Meeting for which brokers, banks and other nominees will not be able to vote uninstructed shares include Proposal No. One—1—Election of directorsDirectors and Proposal No. Three—3– Advisory voteVote on executive compensation.Executive Compensation.
Broker non-votes will be counted as present at the Annual Meeting for the purpose of determining whether a quorum is present at the Annual Meeting. However, because broker non-votes are not considered under Delaware law to be votes cast, they will have no effect on the outcome of the vote on: Proposal No. One—1—Election of directorsDirectors and Proposal No. Three—3–Advisory voteVote on executive compensation.Executive Compensation. As a result, if you hold your shares in street name and you do not instruct your broker, bank or other nominee how to vote your shares on these proposals, no votes will be cast on your behalf on these proposals. Therefore, it is critical that you indicate your vote on these proposals if you want your vote to be counted. Proposal No. Two—2—Ratification of the selectionSelection of KPMG as our independent registered public accounting firmthe Independent Registered Public Accounting Firm for BioMarin is considered a “routine” matter. Therefore, your broker, bank or other nominee will be able to vote on that proposal even if it does not receive instructions from you, so long as it holds your shares in its name.name, and no broker non-votes are expected in connection with Proposal 2—Ratification of the Selection of the Independent Registered Public Accounting Firm for BioMarin.
How many votes are needed to approve each proposal?
| | | | | | | | |
Proposal | | Vote Required | | Broker Discretionary
Voting Allowed? |
No. One.1 Election of Directors | | Plurality | | No |
No. Two.2 Ratification of the Selection of the Independent Registered Public Accounting Firm for BioMarin | | Majority Cast | | Yes |
No. Three.3 Advisory Vote on Executive Compensation | | Majority Cast | | No |
A “Plurality,” with regard to the election of directors, means that the 11 nominees who receive the most
“For”“FOR” votes cast by the holders of shares either present in person or represented by proxy and entitled to vote
on the matter will be elected to our Board. A “Majority Cast,” with regard to the ratification of our independent registered public accounting firm and the advisory vote on executive compensation means that a majority of the votes cast on each proposal must be voted
“For”“FOR” the respective proposal.
Accordingly:
● | Proposal No. One: For the election of directors, the 11 nominees receiving the most “For” votes cast by the holders of shares present in person or represented by proxy and entitled to vote on Proposal No. One will be elected. Only votes “For” or “Withheld” will affect the outcome. Broker non-votes will have no effect. Pursuant to our Corporate Governance Principles, any nominee for director who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election in an uncontested election at a stockholders’ meeting should promptly tender his or her resignation to the Chair of the Board following certification of the stockholder vote. |
● | Proposal No. Two: To be approved, a majority of the total votes cast on Proposal No. Two must be voted “For” the ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. Abstentions and broker non-votes will not be considered votes cast on Proposal No. Two and will have no effect; however, the ratification of KPMG is a matter on which a broker, bank or other nominee has discretionary voting authority, and thus, we do not expect any broker non-votes with respect to Proposal No. Two. |
● | Proposal No. Three: To be approved, a majority of the total votes cast on Proposal No. Three must be voted “For” the advisory approval of the compensation of the Company’s NEOs. Abstentions and broker non-votes will not be considered votes cast on Proposal No. Three and will have no effect. |
•Proposal 1: For the election of directors, the 11 nominees receiving the most “FOR” votes cast by the holders of shares present in person or represented by proxy and entitled to vote on Proposal 1 will be elected. Only votes “FOR” or “WITHHELD” will affect the outcome. Abstentions are not applicable and broker non-votes will have no effect. Pursuant to our Corporate Governance Principles, any nominee for director who receives a greater number of votes “WITHHELD” from his or her election than votes “FOR” his or her election in an uncontested election at a stockholders’ meeting should promptly tender his or her resignation to the Chair of the Board following certification of the stockholder vote.
•Proposal 2: To be approved, a majority of the total votes cast on Proposal 2 must be voted “FOR” the ratification of the selection of KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2024. Abstentions and broker non-votes will not be considered votes cast on Proposal 2 and will have no effect; however, the ratification of KPMG is a matter on which a broker, bank or other nominee has discretionary voting authority, and thus, we do not expect any broker non-votes with respect to Proposal 2.
•Proposal 3: To be approved, a majority of the total votes cast on Proposal 3 must be voted “FOR” the advisory approval of the compensation of the Company’s NEOs. Abstentions and broker non-votes will not be considered votes cast on Proposal 3 and will have no effect.
What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid stockholder meeting. A quorum will be present if stockholders holding at least a majority
in voting power of the
issued and outstanding shares entitled to vote
at the Annual Meeting are present in person or represented by proxy
at the Annual Meeting.thereat. On the Record Date, there were
184,898,129189,775,040 shares outstanding and entitled to vote. Thus, the holders of at least
92,449,06594,887,521 shares must be present in person or represented by proxy at the Annual Meeting to have a quorum. As described above,
Stockholdersstockholders attending the virtual meeting will be deemed to be attending in person, as provided by Delaware law, and their shares will be counted towards the quorum requirement.
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ADDITIONAL INFORMATION
Your shares will be counted towards the quorum only if you submit a valid proxy by mail, over the phone or through the Internet (or one is submitted on your behalf by your broker, bank or other nominee) or if you attend the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, then the holders entitled to vote thereat, present at the Annual Meeting in person or represented by proxy, by a majority of the votes cast, may adjourn the meeting to another date. At any adjourned Annual Meeting at which a quorum is present, any business may be transacted that might have been transacted at the Annual Meeting as originally notified. If the adjournment is for more than 30 days, or if after that adjournment a new record date is fixed for the adjourned Annual Meeting, a notice of the adjourned Annual Meeting shall be given to each stockholder of record entitled to vote at the adjourned Annual Meeting.
How can I find out the results of the voting at the Annual Meeting?
Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K with the SEC within four business days after the Annual Meeting, we intend to file a Form 8-K to publish the preliminary results within four business days after the Annual Meeting and file an amended Form 8-K to publish the final results within four business days after the final results are known to us.
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
501 Madison Avenue, 20th floor
Stockholders may call toll free: (888) 750-5834
Banks and Brokers may call collect: (212) 750-5833
Householding of Proxy Materials
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for the Proxy Availability Notice or other Annual Meeting materials with respect to two or more stockholders sharing the same address by delivering a single Proxy Availability Notice or other Annual Meeting Materials addressed to those stockholders. This process, which is commonly referred to as householding, potentially provides extra convenience for stockholders and cost savings for companies. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards.
A number of brokers with account holders who are our stockholders will be “householding” our proxy materials. A Proxy Availability Notice or proxy materials will be delivered in one single envelope to multiple stockholders sharing an address unless contrary instructions have been received from one or more of the affected stockholders. Once you have received notice from your broker that they will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate Proxy Availability Notice or proxy materials, please notify your broker or contact Broadridge Financial Solutions, Inc. in writing at: Attn: Householding Department, 51 Mercedes Way, Edgewood, NY 11717; or by telephone: (866) 540-7095. Stockholders who currently receive multiple copies of the Proxy Availability Notice or proxy materials at their address and would like to request householding of their communications should contact their broker. In addition, we will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the Proxy Availability Notice or proxy materials to a stockholder at a shared address to which a single copy of the documents was delivered.
The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.
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Special Note Regarding Forward-Looking Statements
This Proxy Statement and other materials we are sending you or that are available on our website in connection with the Annual Meeting (the Other Materials) contain “forward-looking statements” as defined under federal securities laws. Many of these statements can be identified by the use of terminology such as “believes,” “expects,” “intends,” “anticipates,” “plans,” “may,” “will,” “projects,” “continues,” “estimates,” “potential,” “opportunity” or the negative versions of these terms and other similar expressions. These forward-looking statements may be found in the sections of this Proxy Statement titled “Proxy Overview,” “Executive Compensation,” and other sections of this Proxy Statement, as well as the Other Materials. These forward-looking statements are based on our current expectations and assumptions, and are subject to risks and uncertainties that could cause our actual results or experience and the timing of events to differ significantly from the forward-looking statements. Factors that could cause or contribute to these differences include those discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021,2023, as filed with the SEC on February 25, 202226, 2024 under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in the Annual Report. You should carefully consider that information before voting. You should not place undue reliance on these statements, which speak only as of the date that they were made. These cautionary statements should be considered in connection with any written or oral forward-looking statements that we may make in the future. We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect later events or circumstances or to reflect the occurrence of unanticipated events.
APPROVAL
Approval
The contents of this Proxy Statement and the sending thereof to the stockholders have been authorized by the Board.
By Order of the Board of Directors
Executive Vice President, General CounselChief Legal Officer and Secretary
A copy of our Annual Report on Form 10-K for the year ended December 31, 2021,2023, as filed with the SEC on February 25, 2022,26, 2024, is available without charge upon written request to Investor Relations, BioMarin Pharmaceutical Inc., 105 Digital Drive, Novato, CA 94949 or by accessing a copy on BioMarin’s website at www.bmrn.com www.biomarin.comin the Investors section under “Financial Information—SEC Filings.” Information on our website is NOT incorporated by reference in this Proxy Statement. | |
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Table of Contents
BioMarin Pharmaceutical Inc.
105 Digital Drive
Novato, CA 94949
Tel: 415-506-6700
Fax: 415-382-7889
Table of Contents
BIOMARIN PHARMACEUTICAL INC.
105 DIGITAL DRIVE
NOVATO, CA 94949
ATTN: G. ERIC DAVIS, EVP & GENERAL COUNSEL
VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 05/23/2022. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on 05/23/2022. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | | | | |
124 | KEEP THIS PORTION FOR YOUR RECORDS |
| DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
| | For | | Withhold | | For All |
| | All | | All | | Except |
The Board of Directors recommends you vote FOR the following: | | | | | | |
|
| | ☐ | | ☐ | | ☐2024 Proxy Statement |
To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | | | |
| | |
| | | |
| | | |
1. | | Election of Directors | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | Nominees | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
01 | | Mark J. Alles | | 02 | | Elizabeth M. Anderson | | 03 | | Jean-Jacques Bienaimé | | 04 | | Willard Dere | | 05 | | Elaine J. Heron |
06 | | Maykin Ho | | 07 | | Robert J. Hombach | | 08 | | V. Bryan Lawlis | | 09 | | Richard A. Meier | | 10 | | David E.I. Pyott |
11 | | Dennis J. Slamon | | | | | | | | | | | | | | | | |
The Board of Directors recommends you vote FOR proposals 2 and 3. | For | Against | Abstain |
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2 | To ratify the selection of KPMG LLP as the independent registered public accounting firm for BioMarin for the fiscal year ending December 31, 2022. | ☐ | ☐ | ☐ |
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3 | To approve, on an advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in the Proxy Statement. | ☐ | ☐ | ☐ |
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NOTE: Your proxy holder will also vote on any other business as may properly come before the meeting or any adjournment thereof (with discretionary authority under Proposal 1 to vote for a substitute nominee if any nominee is unable to serve or for good cause will not serve). | | | |
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. | |
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Signature [PLEASE SIGN WITHIN BOX] | | Date | | Signature (Joint Owners) | | Date | |
Table of Contents
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, Form 10-K, and CEO Stockholder Letter are available at www.proxyvote.com
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BIOMARIN PHARMACEUTICAL INC.
Annual Meeting of Stockholders
May 24, 2022 9:00 AM PT
This proxy is solicited by the Board of Directors
The undersigned hereby appoints Jean-Jacques Bienaime and G. Eric Davis, and each of them, with power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all the shares of BioMarin Pharmaceutical Inc. Common Stock, that the undersigned is entitled to vote, and in their discretion, to vote upon such other business as may properly come before the Annual Meeting of Stockholders of the company to be held on May 24, 2022 via a live audio webcast at www.virtualshareholdermeeting.com/BMRN2022 and any adjournment or postponement thereof, with all powers which the undersigned would possess if present at the Annual Meeting of Stockholders.
When properly executed, this proxy will be voted in the manner directed herein, or if no such direction is made, it will be voted in accordance with the Board of Directors’ recommendations.
This proxy is governed by the laws of the State of Delaware.
(PLEASE DATE AND SIGN ON REVERSE SIDE)