📄 What This Document Is 🧭

This document is a Proxy Statement (DEF 14A), which is essentially a comprehensive voter guide for BioMarin Pharmaceutical Inc.'s Annual Meeting of Stockholders. Think of it as a book that explains exactly what decisions the company is asking its owners (the shareholders) to vote on.

👉 The goal of reading this is to understand the company's governance, who the company leaders are, and the key proposals for the upcoming year, rather than seeing routine financial results.

🌐 BioMarin: Making Life Better Through Science 🧬

In simple terms, BioMarin Pharmaceutical develops and delivers therapies for rare genetic diseases. The company's mission is highly focused on advancing patient care in difficult-to-treat medical areas.

Focus: The company’s overarching goal is to develop and deliver "transformative therapies for rare genetic diseases."
Industry Importance: The material emphasizes the critical importance of corporate responsibility, including Environmental, Social, and Governance (ESG) matters, to the long-term success of the Company and its commitment to various stakeholders, such as patients and employees.

🗓️ Annual Meeting Details and Voting Guidance 🗳️

This section provides all the logistical information necessary for shareholders to participate in the Annual Meeting of Stockholders. It tells you when and how you need to vote on the company's direction.

Date and Time: The Annual Meeting is scheduled for Tuesday, June 2, 2026, at 11:30 a.m. (Pacific Time).
Location: The meeting will be held via a live audio webcast at www.virtualshareholdermeeting.com/BMRN2026.
Record Date: The crucial date is Monday, April 7, 2026. Only stockholders of record at the close of business on this date are eligible to vote.
Proposal Reminders: The meeting includes five main items of business:
1. Electing the ten nominees for director.
2. Ratifying KPMG LLP as the independent accounting firm.
3. Advisory vote on Named Executive Officers' (NEOs) compensation.
4. Approving an amendment to the 2017 Equity Incentive Plan.
5. Conducting any other proper business.

🧑‍💼 Director Election and Board Changes 👥

The election of directors is fundamental because the Board of Directors is responsible for overseeing the company’s management and strategic direction. This section details the nominees and structural changes.

Nominees: The Company proposes the election of ten nominees for director to serve until the next Annual Meeting.
Board Size Change: The Board expects the size to decrease from 11 to ten directors, as Richard A. Meier’s term as Chair of the Board will conclude at the Annual Meeting.
New Leadership: Ian T. Clark has been appointed to succeed Mr. Meier as the Chair of the Board, effective at the Annual Meeting (pending his election).
Board Composition: The Board aims to maintain diversity, boasting 4 female and 9 independent directors.
Board Refreshment: The company highlights continuous refreshment efforts, noting that 6 of the 10 director nominees are new to the Board since 2022.

🔎 Governance & Advisory Voting Proposals 📜

The proxy statement asks for your vote (or "advisory vote") on several specific governance items, ensuring the company maintains compliance and good practice.

Ratification of Auditor (KPMG LLP): Shareholders are asked to ratify the selection of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
- Why it matters: This vote confirms that the company's external financial reviewers are approved for the upcoming year.
Advisory Vote on Executive Compensation: Shareholders are asked to give an advisory approval of the compensation for the Named Executive Officers (NEOs).
- The Philosophy: The compensation program is designed as a "pay-for-performance" system, linking rewards to achieving both current financial goals and long-term development milestones.
Equity Plan Amendment: Shareholders are asked to approve an amendment to the 2017 Equity Incentive Plan to increase the total number of shares reserved for issuance.
- Why it matters: This ensures the company has enough shares available to issue incentives to key employees and executives in the future.

💰 Executive Compensation Highlights 💸

Executive compensation is often a key focus for shareholders. This section provides granular details on how much top leaders are paid and how that compensation is tied to performance.

Compensation Structure: The plan is heavily weighted toward performance-based incentives. For example, in 2025, approximately 93% of the CEO's direct compensation was variable and "at-risk" (meaning it depended on future performance).
2025 Short-Term Plan Performance: The company achieved 130% of its target for the Short-Term Annual Cash Incentive Plan in 2025.
- The Drivers: This high achievement was attributed to "impactful strategic transactions in 2025," such as the acquisition of Inozyme and entering a definitive agreement to acquire Amicus.
Long-Term Performance: For the three-year period (2023-2025), the Long-Term Performance-Based Equity Awards resulted in payouts of 69.4% (Relative TSR) and 53.3% (Core Operating Margin) of the target.
- Interpretation: While the payout was below 100%, the company explains that this is consistent with their "pay-for-performance compensation philosophy."

🏆 Director Compensation Policies 💼

While the executive pay is covered above, this section focuses on the compensation and policies surrounding the Board of Directors themselves.

Review Cycle: The Compensation Committee reviews non-employee director compensation every two years (biennially) to ensure competitiveness against peer companies.
Compensation Components: Non-employee directors receive a combination of annual cash retainers and Restricted Stock Units (RSUs).
Payment Highlights: The Board determined to increase specific annual cash retainers:
- Compensation Committee Chair: increased from $20,000 to $24,000.
- Independent Chair of the Board: increased from $65,000 to $80,000.
Alignment with Service: To discourage short-term risk-taking and align incentives, the annual equity award is made in RSUs only and no longer includes stock options.
Ownership Guidelines: The Board increased the ownership guideline threshold for directors to require them to own stock equal to or greater than five times their cash retainers (up from four times in 2022).

🌱 Corporate Responsibility and ESG Oversight 🌍

The company dedicates significant focus to its commitment to Environmental, Social, and Governance (ESG) matters, recognizing their importance to long-term success.

Annual Reporting: BioMarin issued its first Corporate Responsibility Report in 2025, which covers the period from January 1, 2024, to December 18, 2025.
Key Areas of Focus: The report outlines the company's efforts across several domains:
- Human Capital: Initiatives to support employee engagement and foster a diverse, equitable, and inclusive workplace.
- Environmental Sustainability: Actions to manage resource use and reduce environmental impact across operations.
- Governance: The Board's oversight of ESG matters and the commitment to ethical business practices.
Stakeholder Importance: The Board considers practices important to investors, patients, employees, suppliers, and governments, demonstrating a broad scope of corporate accountability.

🏛️ Board Structure and Committee Roles 🧩

Governance is complex, and the Board manages this complexity through specialized committees. This section breaks down the roles of the standing committees, ensuring a clear understanding of internal oversight.

Standing Committees: The Board utilizes five standing committees:
- Audit Committee: Oversees accounting, financial reporting, internal controls, and cybersecurity risk.
- Compensation Committee: Manages and reviews executive pay, including incentive plans and salary.
- CGN Committee: Oversees Board composition, governance principles, and the nomination process.
- Science & Technology Committee: Focuses on reviewing and overseeing the company's scientific technology, intellectual property, and R&D strategy.
- Transactions & Strategy Committee: Assists the Board in reviewing, evaluating, and recommending the company's overall strategy, major mergers, and significant transactions.
Key Role Insight: The committee charters grant each committee "full access to our books, records, facilities and personnel," giving them significant authority to perform their duties.

⚖️ Compliance, Conflicts, and Oversight Procedures 🛡️

This section details the safeguards the company has in place to protect itself from legal issues and conflicts of interest.

Related Party Transactions (RPTs): The Audit Committee is primarily responsible for reviewing and approving any RPTs.
- Definition: A related person includes directors, executive officers, or any person who owns more than 5% of the stock.
- The Rule: The Board or its committees can only approve an RPT if it is determined to be in the best interest of the stockholders.
Internal Compliance: The company maintains a Global Code of Conduct and Business Ethics, applicable to all employees and directors.
Trading Rules: Strict policies govern insider trading, prohibiting it for employees and directors, and the company has implemented processes to promote compliance with insider trading laws.
Director Time Commitments: The Board has established principles regarding director commitments: full-time jobs should ideally be served on no more than three public company boards, while non-full-time directors are limited to four boards.

📞 Contact and Follow-Up Information 📬

For shareholders needing assistance with voting or understanding the complex material, the company provides clear contact channels.

Proxy Voting Information: The Proxy Statement and the Annual Report on Form 10-K for the year ended December 31, 2025, are available at www.proxyvote.com.
Voting Contact: For questions on voting, shareholders can call Innisfree M&A Incorporated toll free at (888) 750-5834.
Board Correspondence: All communications from stockholders should be addressed to: 105 Digital Drive, Novato, California, 94949, c/o G. Eric Davis, Executive Vice President, Chief Legal Officer and Secretary.

🧠 The Analogy

Reading a Proxy Statement is like getting the comprehensive instruction manual for a complex machine (the company). It doesn't just tell you what the machine is right now (the financial numbers); it tells you who is in charge of operating it (the Board), how those people are paid (compensation), and what new features or maintenance changes are being proposed (the governance votes) to ensure it runs smoothly in the future.

🧩 Final Takeaway

BioMarin is executing a rigorous governance program, highlighted by continuous committee reviews, increased transparency (especially around ESG and RPTs), and linking executive pay directly to achievement in major strategic deals. Your vote is the mechanism through which shareholders guide the company's strategic and operational oversight.

BMRN details director elections and key governance votes for annual meeting