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Only stockholders of record at the close of business on the Record Date may vote at the Annual Meeting or any adjournment thereof. A complete list of such stockholders will be available for examination by any stockholder for any purpose germane to the Annual Meeting during ordinary business hours at the Company’s principal executive offices for a period of 10 days before the Annual Meeting.

By Order of the Board of Directors

G. Eric Davis

Executive Vice President, General Counsel and Secretary

San Rafael, California

April 23, 2019

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3	Notice of Annual Meeting of Stockholders
5	Proxy Overview
16	PROPOSAL NO. ONE: Election of Directors
	16	Vote Required
	16	Director Resignation Policy
	17	Nominees for Director
	22	Director Independence
	23	Identifying and Evaluating Candidates for Director
	24	Stockholder Nominations
	24	The Board’s Roles and Responsibilities
	31	Board Processes
	32	Other Board Governance Information
	33	Summary of Independent Director Compensation
37	PROPOSAL NO. TWO: Ratification of the Selection of the Independent Registered Public Accounting Firm for BioMarin
	37	Independent Registered Public Accounting Firm
	38	Report of the Audit Committee of the Board of Directors
39	Executive Officers
42	PROPOSAL NO. THREE: Advisory Vote on Executive Compensation
43	Letter from our Compensation Committee
44	Executive Compensation
	44	Compensation Discussion and Analysis
	64	Executive Compensation Tables
76	Stock Ownership Information
	76	Security Ownership of Certain Beneficial Owners and Management
	78	Director and Officer Stock Ownership Guidelines
	79	Anti-Hedging and Anti-Pledging Policy
	79	Section 16(a) Beneficial Ownership Reporting Compliance
	80	Equity Compensation Plan Information
81	PROPOSAL NO. FOUR: Approval of an Amendment to the 2017 Equity Incentive Plan
	81	Purpose of Proposal
	81	Why the Board Believes You Should Vote FOR Proposal No. Four
	83	Key Plan Features Representing Corporate Governance Best Practices
	83	Performance-Based Awards and Section 162(m)
	84	Board and Stockholder Approval
	84	Stock Price
	84	Description of the Amended 2017 Plan
	92	U.S. Federal Income Tax Consequences
	94	New Plan Benefits
95	PROPOSAL NO. FIVE: Approval of Amendments to the Amended and Restated 2006 Employee Stock Purchase Plan
	95	Purpose of Proposal
	95	Why the Board Believes You Should Vote FOR Proposal No. Five
	96	Summary of Material Changes
	96	Background
	96	Description of the 2006 ESPP, as Amended
	99	New Plan Benefits
	99	Stockholder Approval
100	Additional Information
	100	Questions and Answers about these Proxy Materials and Voting
	107	Householding of Proxy Materials
	107	Other Matters
	108	Special Note Regarding Forward-Looking Statements
A-1	Appendix A – 2017 Equity Incentive Plan, As Amended April 12, 2019
B-1	Appendix B – Amended and Restated 2006 Employee Stock Purchase Plan, As Amended and Restated April 12, 2019

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Proxy Overview

This overview highlights certain information contained elsewhere in this Proxy Statement and does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting. For more complete information regarding our business and 2018 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2018 as filed with the Securities and Exchange Commission (the SEC) on February 28, 2019.

Meeting and Voting Information

				You are cordially invited to attend the meeting in person. Whether or not you expect to attend the meeting, please vote as soon as possible. Please see “Questions and Answers about These Proxy Materials and Voting—How Do I Vote?” beginning on page 101 below.
TIME AND DATE 9:00 a.m. (Pacific Time), June 4, 2019		LOCATION BioMarin, Morning Glory Conference Room, 750 Lindaro Street, San Rafael, CA 94901

We intend to mail a Notice Regarding the Availability of Proxy Materials on or about April 23, 2019 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 23, 2019.

Business Overview

BioMarin is a global biotechnology company that develops and commercializes innovative therapies for people with serious and life-threatening rare diseases and medical conditions. We select product candidates for diseases and conditions that represent a significant unmet medical need, have well-understood biology and provide an opportunity to be first-to-market or offer a significant benefit over existing products. Our therapy portfolio consists of seven commercial products and multiple clinical and pre-clinical product candidates.

Our commercial products are:

Aldurazyme (laronidase) for Mucopolysaccharidosis I		Brineura (cerliponase alfa) for late infantile neuronal ceroid lipofuscinosis type 2		Firdapse (amifampridine phosphate) for Lambert Eaton Myasthenic Syndrome (European Union only)

Kuvan (sapropterin dihydrochloride) for phenylketonuria (PKU)		Naglazyme (galsulfase) for Mucopolysaccharidosis VI		Palynziq (pegvaliase-pqpz) for PKU		Vimizim (elosulfase alpha) for Mucopolysaccharidosis IV Type A

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Proxy Overview

We continue to invest in our clinical and pre-clinical product pipeline by committing significant resources to research and development programs and business development opportunities within our areas of scientific, manufacturing and technical expertise. We are conducting clinical trials on several product candidates for the treatment of various diseases.

Our product candidates in development include:

Palynziq in Europe: an enzyme substitution therapy for the treatment of PKU

Vosoritide: a peptide therapeutic for the treatment of achondroplasia, the most common form of disproportionate short stature

Valoctocogene roxaparvovec: a factor VIII gene therapy product candidate, for the treatment of hemophilia A

BMN 307: a gene therapy product candidate, for the treatment of PKU

We are conducting or planning to conduct development of several other product candidates for genetic and other metabolic diseases.

Director Nominees

The following table provides summary information about each nominee for Director, each of whom is a continuing Director as of March 15, 2019. See pages 17 to 22 for more information.

Name		Age		Director Since		Occupation		Independent
Jean-Jacques Bienaimé Chair of the Board		65		May 2005		Chairman and Chief Executive Officer, BioMarin Pharmaceutical Inc.		No
Willard Dere, M.D.		65		July 2016		Professor of Internal Medicine, B. Lue and Hope S. Bettilyon Presidential Endowed Chair in Internal Medicine for Diabetes Research, Executive Director of Personalized Health, and Co-Principal Investigator of the Center for Clinical & Translational Science at the University of Utah Health Sciences Center		Yes
Michael Grey		66		December 2005		Executive Chairman, Amplyx Pharmaceuticals, Inc.; Executive Chairman, Mirum Pharmaceuticals, Inc.; Executive Chairman, Reneo Pharmaceuticals, Inc.; Executive Chairman, Spruce Biosciences, Inc.		Yes
Elaine J. Heron, Ph.D.		71		July 2002		Director, Amplyx Pharmaceuticals, Inc.; Director, Vala Sciences Inc.; Director, Palvella Therapeutics; Director, Dropworks, Inc.		Yes
Robert J. Hombach		53		September 2017		Former Executive Vice President, Chief Financial Officer & Chief Operations Officer, Baxalta Inc.; Director, CarMax, Inc.; Director, Aptinyx Inc.		Yes
V. Bryan Lawlis, Ph.D.		67		June 2007		Director, Coherus Biosciences, Inc.; Director, Geron Corporation; Director, Aeglea BioTherapeutics, Inc.; Director, Sutro Biopharma, Inc.		Yes
Alan J. Lewis, Ph.D.		73		June 2005		Chief Executive Officer and Director, Diavacs, Inc.; Director, Assembly Biosciences, Inc.; Director, Scancell Holdings plc		Yes
Richard A. Meier Lead Independent Director		59		December 2006		Partner, AtlasRock&Co.; Former President-International and Executive Vice President and Chief Financial Officer, Owens & Minor, Inc.		Yes
David Pyott, M.D. (Hon.)		65		January 2016		Lead Director, Avery Dennison Corporation; Director, Alynlam Pharmaceuticals, Inc.; Supervisory Board Member, Royal Philips in the Netherlands		Yes
Dennis J. Slamon, M.D., Ph.D.		70		March 2014		Professor of Medicine, UCLA Department of Medicine; Director, Clinical/Translational Research at UCLA’s Jonsson Comprehensive Cancer Center; Director, Revlon/UCLA Women’s Cancer Research Program		Yes

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Director Dashboards

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

DIRECTOR SKILLS AND EXPERIENCE

Research & Development	Management & Corporate Governance	Clinical Trial Research	U.S. & International Drug Regulatory Processes
Compensation Matters	Finance & Accounting	Manufacturing of Biotechnology & Small Molecule Drug Products	Business Development & Sales & Marketing

Our Board is substantially independent and has a mix of relatively new and longer-tenured Directors. The charts below show the makeup of Director nominees by various characteristics as of March 15, 2019:

DIRECTOR AGE		DIRECTOR TENURE		DIRECTOR INDEPENDENCE
Average age: 65.4 years		Average tenure: 9.4 years

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Proxy Overview

Corporate Governance Overview

We are committed to exercising good corporate governance and frequently reviewing our practices. We believe that good governance promotes the long-term interests of our stockholders and strengthens Board and management accountability. The highlights of our corporate governance practices include the following:

Board Independence

●	9 out of 10 of our current Directors (all of whom are up for election at the Annual Meeting) are independent
●	Regular executive sessions of independent Directors
●	100% independent committee members
●	Lead Independent Director with clearly delineated duties and robust authority since the second quarter of 2015
●	Board and committees may engage outside advisors independently of management

Stock Ownership by Directors and Executives

●	Share ownership guidelines for Directors and executive officers helps to align their interests with stockholder interests
●	Prohibit short sales, transactions in put or call options, hedging transactions, or other inherently speculative transactions in our stock or engaging in margin activities

Robust Compensation-Setting Process

●	Independent compensation consultant reporting directly to the compensation committee
●	Policy for Recoupment of Incentive Compensation
●	Annual advisory approval of executive compensation

Board Practices

●	Commitment to diversity of Board in terms of specific skills and characteristics (expertise, race, ethnicity, and gender), including adoption in the third quarter of 2018 of formal policy to consider women and minority candidates for all open Board positions
●	Annual Board and committee self-evaluations
●	Risk oversight by the full Board and committees
●	Corporate Governance Principles
●	Robust Global Code of Conduct and Business Ethics
●	Financial Authority Policy, under which the Board must approve spend over a certain dollar threshold

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Proxy Overview

Stockholder Engagement

We regularly engage with our stockholders through open dialogue and direct individual communication on topics related to our business, financial performance, corporate governance and compensation. Stockholder feedback is important, and the information we glean from these engagements is highly valued. In particular, our stockholders’ views and opinions on our executive compensation practices are extremely important to us. As stewards of good corporate governance, our Compensation Committee evaluates the design of our executive compensation program based on market conditions, stockholder views and other governance considerations.

Increased Outreach in 2018

In 2018, we increased our level of engagement to ensure stockholder interests were incorporated into our planning process for corporate governance changes and the 2019 executive compensation program. Our outreach in 2018 included all of our top 20 stockholders, representing holders of 63% of our outstanding common stock as of the Record Date for the 2018 Annual Meeting of Stockholders. We requested calls or meetings with all of the stockholders we contacted. We then held calls or meetings with all those stockholders that responded, representing holders of 47% of our outstanding common stock as of the Record Date for the 2018 Annual Meeting of Stockholders. Our Lead Independent Director, Richard Meier, and executives from our Human Resources, Investor Relations, and Legal Departments participated in a number of such calls and meetings.

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Proxy Overview

Compensation and Corporate Governance Changes

During our stockholder outreach efforts we discussed a number of topics, including corporate governance topics like stockholder proxy access and Board diversity. We also sought feedback on our executive compensation program after the disappointing outcome of our “say-on-pay” vote at our 2018 Annual Meeting of Stockholders. Despite having the support of nine of our top ten stockholders⁽¹⁾, our last say-on-pay vote received support from only 56% of the votes cast. Our Lead Independent Director, Richard Meier, participated in a number of the calls with our stockholders, and feedback from these discussions was relayed to the Compensation Committee and full Board. How we changed our executive compensation and governance practices in direct response to what we heard from our stockholders is described below:

Solution: We significantly increased the portion of performance-based restricted stock units (RSUs) as a percentage of total long-term equity compensation. ●The allocation of equity awards changed from 40% stock options, 30% service-based RSUs, and 30% performance-based RSUs to 25% stock options, 25% service-based RSUs, and 50% performance-based RSUs. ●Effective Date: Beginning with equity grants made in March 2019.	Feedback Addressed More of long-term compensation should be performance-based, rather than time-based.
	Purpose of Change Further tie compensation to performance of the Company.
Solution: 50% of performance-based RSUs will be earned based on relative total shareholder return (TSR). ●Instead of all performance-based RSUs being earned based on revenue achievement, 50% will be earned based on the percentile of the Company’s relative TSR performance as compared to companies that make up the NASDAQ Biotechnology Index. ●Effective Date: Beginning with equity grants made in March 2019.	Feedback Addressed ●Realized compensation has not always closely correlated to stockholder experience. ●Revenue determines a large proportion of short-term performance-based compensation (30% weight in annual cash incentive program), so revenue should not also determine long-term performance-based compensation.
	Purpose of Change ●More closely align realized compensation with stockholder return. ●Further focus management on goals other than revenue growth that may also drive stockholder value.
Solution: The TSR metric underlying the new performance-based RSU program will be measured using a three-year period. ●Prior to this change, all performance-based RSUs were based on one-year revenue performance. ●Effective Date: Beginning with equity grants made in March 2019. ●We expect that by the 2020 annual equity grant, 100% of our performance-based RSU grants will use a three-year performance period.	Feedback Addressed More of the performance-based compensation should be earned over a longer period.
	Purpose of Change ●Further incentivize long-term performance and tie compensation to achievement of long-term goals. ●Encourage retention of key employees.
Solution: We included more information in this Proxy Statement regarding the annual cash incentive program. ●We provided significantly more details regarding the development goals for each clinical and pre-clinical program underlying the annual cash incentive program. ●Effective Date: The date of this Proxy Statement.	Feedback Addressed More details should be provided regarding the development goals underlying the annual cash incentive program.
	Purpose of Change Increase transparency in determining amounts earned under the annual cash incentive program and explain the philosophy behind the program’s design.
Solution: We amended our Corporate Governance Principles to formalize the current practice of considering women and minority candidates for all open Board positions. ●Effective Date: September 2018.	Feedback Addressed We should take steps to improve the diversity of our Board.
	Purpose of Change Formalize the current policy intended to create a Board with the diversity of skills, experience, and characteristics necessary for the optimal functioning of the Board.

(1)	One of our top ten stockholders indicated to us that they supported the say-on-pay proposal; however, the stockholder did not cast its vote due to technical problems with its systems.

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Proxy Overview

Executive Compensation Highlights

We designed our executive compensation program to attract, motivate and retain the executive talent necessary to advance our business of developing and commercializing innovative biopharmaceuticals for serious diseases and medical conditions and to increase stockholder value. Our compensation program is aligned with our business strategy and priorities, encourages executive officers to work for meaningful stockholder returns and reflects a pay-for-performance philosophy. It does not encourage our executive officers to assume excessive risks or result in excessive pay levels. We achieve our pay objectives by providing short-term cash bonuses tied to our financial and development goals and by granting long-term equity awards, including performance-based RSUs tied to financial results, and starting in 2019, RSUs that are also tied to relative stock performance over a three-year period.

Our Executive Compensation Practices

Our executive compensation policies and practices reinforce our pay-for-performance philosophy and align with sound governance principles.

What We Do

●	Design executive compensation to align pay with performance
●	Balance short- and long-term incentive compensation to incentivize achievement of short- and long-term business goals
●	Reward performance by making a vast majority of executive compensation “at-risk”
●	Retain independent compensation consultant reporting directly to the Compensation Committee
●	Require executive officers and Directors to meet stock ownership guidelines
●	Provide stockholders an annual say-on-pay vote and solicit feedback on our compensation programs from stockholders
●	Prohibit short sales, transactions in put or call options, hedging transactions or other inherently speculative transactions in our stock or engaging in margin activities
●	Maintain a policy on recoupment of incentive compensation
●	Provide only limited and modest perquisites

What We Don't Do

●	No repricing of underwater stock options without prior stockholder approval
●	No excessive perquisites
●	No guaranteed bonuses or base salary increases
●	No tax gross-ups on severance or change in control benefits

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Proxy Overview

Our Fiscal 2018 NEO Pay

Increasing NEO Performance-Based Equity Awards

In 2018, the revenue goal payout for the annual cash incentive program was based on an accelerated scale, as in 2017, to emphasize the importance of revenue growth to the Company, to recognize the difficulty in exceeding the sales revenue goal and to be consistent with many of our peers. To incentivize cost control, progress toward GAAP profitability, and increased non-GAAP profitability, the research and development (R&D) expense and sales, general and administrative (SG&A) expense goal payout was based on an accelerated scale instead of the traditional sliding scale used before 2017 and was payable only if we achieved 2018 non-GAAP Income⁽¹⁾ at or above 2017 non-GAAP Income ($74 million). Also, we continued to align the performance-based equity element of compensation of our Named Executive Officers (NEOs) with the revenue goal portion of the annual cash incentive program, thus further incentivizing our executives to focus on revenue growth.

We work with our compensation consultant throughout each year to stay at the forefront of pay and governance trends and best practices. In early 2019, we continued our move to enhance the link between pay and performance by increasing the proportion of performance-based equity we grant from 30% to 50% of the total equity grants for our NEOs, as shown in the graph below. We made this change in response to feedback received from our stockholders and because of our desire to stay at the forefront of the trend toward increasing performance-based equity compensation as compared to our peer companies.

2014 TO 2019: INCREASING NEO PERFORMANCE-BASED EQUITY AWARDS

(1)

For 2017 and 2018, we define non-GAAP Income (Loss) as reported GAAP Net Income (Loss), excluding net interest expense, provision for (benefit from) income taxes, depreciation expense, amortization expense, stock-based compensation expense, contingent consideration expense and gain on sale of intangible asset.

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Proxy Overview

NEOs' Total Compensation Mix

The following charts show the breakdown of reported fiscal 2018 total compensation for our Chief Executive Officer, Mr. Bienaimé, and other NEOs. These charts illustrate the predominance of long-term equity incentives and performance-based components in our executive compensation program (36% for our CEO and 35% for the other NEOs). We believe these components provide a compensation package that not only helps to attract and retain qualified individuals to serve as executive officers but also links individual compensation to Company performance. The total compensation mix is intended to focus the efforts of our NEOs on the achievement of both our short- and long-term objectives, thus aligning the interests of our executive officers with those of our stockholders.

CEO TOTAL COMPENSATION MIX IN 2018⁽¹⁾

OTHER NEOs’ TOTAL COMPENSATION MIX IN 2018⁽¹⁾⁽²⁾

(1)

Each percentage is calculated as a percentage of total compensation set forth in the “Summary Compensation Table” in this Proxy Statement and is based on the amounts in such table, including the “Target Payout” amounts in footnote (2) to such table. The amounts under “All Other Compensation” in the “Summary Compensation Table” in this Proxy Statement are not represented in the chart because such amounts as a percentage of total compensation round down to zero. Certain percentages are rounded up or down by less than 1% so that totals equal 100%.

(2)

Percentages calculated based on sum of all other NEOs’ compensation.

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Proxy Overview

Summary of Stockholder Voting Matters and Board Recommendations

For the reasons set forth below and in the rest of this Proxy Statement, our Board of Directors recommends that you vote your shares “FOR” each of the nominees named below for Director to hold office until the 2020 Annual Meeting of Stockholders and “FOR” each of the other proposals.

Proposal No. One

Election of Directors
The Board of Directors recommends a vote “FOR” each of the nominees. Vote required to elect each nominee: The ten nominees who receive the most “FOR” votes cast by the holders of shares either present in person or represented by proxy and entitled to vote will be elected to our Board. For more information, see Proposal No. One starting on page 16.		We are asking our stockholders to vote “FOR” each of the ten nominees for Director to serve until the next Annual Meeting and until their successors are duly elected and qualified. Detailed information about each nominee’s background and experience can be found beginning on page 17. Each of the nominees for Director was nominated for election by the Board of Directors upon the recommendation of our Corporate Governance and Nominating (CGN) Committee. Our Board of Directors believes that each nominee has the specific experience, qualifications, attributes and skills to serve as a member of the Board of Directors. We have a policy that provides that any Director nominee who receives a greater number of votes “withheld” for his or her election than votes “for” his or her election should promptly tender his or her resignation. For more information on this policy, see page 16.

Proposal No. Two

Ratification of the Selection of KPMG LLP as the Independent Registered Public Accounting Firm for BioMarin for the Year Ending December 31, 2019
The Board of Directors recommends a vote “FOR” this proposal. Vote required for approval: Affirmative vote of a majority of the votes cast on the proposal. For more information, see Proposal No. Two starting on page 37.		The Board and the Audit Committee believe that the continued retention of KPMG LLP (KPMG) to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2019 is in the best interest of the Company and its stockholders. As a matter of good corporate governance, we are asking our stockholders to ratify the Audit Committee’s selection of the independent registered public accounting firm.

Proposal No. Three

Non-Binding Advisory Vote on Executive Compensation
The Board of Directors recommends a vote “FOR” this proposal. Vote required for approval: Affirmative vote of a majority of the votes cast on the proposal. For more information, see Proposal No. Three starting on page 42.		We are asking our stockholders for advisory approval of the compensation of our NEOs as disclosed in this Proxy Statement. Our executive compensation program is aligned with our business strategy and priorities and encourages executive officers to work for meaningful stockholder returns consistent with our pay-for-performance philosophy. We align our executive officers’ interests with our stockholders’ interests by rewarding our executive officers for both current performance and longer-term performance, with performance measured by both financial performance and milestones for the advancement of our long-term development programs and strategic initiatives.

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Proxy Overview

Proposal No. Four

Approval of an Amendment to the 2017 Equity Incentive Plan
The Board of Directors recommends a vote “FOR” this proposal. Vote required for approval: Affirmative vote of a majority of the votes cast on the proposal. For more information, see Proposal No. Four starting on page 81.		We are asking our stockholders to approve an amendment (the 2017 Plan Amendment) to the BioMarin Pharmaceutical Inc. 2017 Equity Incentive Plan (the 2017 Plan). The 2017 Plan Amendment increases the shares reserved for issuance under the 2017 Plan by 11,000,000, so that the total number of shares available for future awards under the 2017 Plan would be approximately 14,000,000 and the total number of shares reserved for issuance under the 2017 Plan would be 31,880,015. The 2017 Plan Amendment makes no other changes to the 2017 Plan. The 2017 Plan contains a number of features representing good corporate governance practices, including: ●annual limit on non-employee Director compensation; ●no repricing without stockholder approval; ●no discounted options; ●restrictions on payment of dividends and dividend equivalents; ●awards subject to our clawback policy; ●no “liberal” change in control definition or “liberal” share recycling provision; ●no requirement for single-trigger vesting of awards on a change in control; ●administration by an independent committee; and ●material amendments require stockholder approval.

Proposal No. Five

Approval of Amendments to the Amended and Restated 2006 Employee Stock Purchase Plan
The Board of Directors recommends a vote “FOR” this proposal. Vote required for approval: Affirmative vote of a majority of the votes cast on the proposal. For more information, see Proposal No. Five starting on page 95.		We are asking our stockholders to approve amendments to the Amended and Restated 2006 Employee Stock Purchase Plan (the 2006 ESPP) to (i) increase the number of shares of common stock authorized for issuance under the 2006 ESPP by 3,500,000 shares from 3,500,000 shares to 7,000,000 shares (ii) extend the term of the 2006 ESPP and (iii) make certain other administrative changes. The 2006 ESPP is primarily designed to retain and motivate U.S. employees of the Company and its designated affiliates by encouraging them to acquire ownership in the Company on a tax-favored basis. In particular, the 2006 ESPP is intended to be an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended (the Code), and thereby to allow participating employees to defer recognition of taxes when purchasing common stock at a discount under such a purchase plan.

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Proposal No. One: Election of Directors

Each of the ten nominees for Director listed below is currently a Director of the Company and was previously elected by the stockholders. Each Director nominee to be elected and qualified will hold office until the next Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or, if sooner, until the Director’s death, resignation or removal.

Vote Required

Directors are elected by a plurality of the votes of the holders of shares present in person or represented by proxy and entitled to vote on the election of Directors. The ten nominees receiving the highest number of affirmative votes will be elected.

Director Resignation Policy

Pursuant to our Corporate Governance Principles (which are available in the Corporate Governance section of the Investors section of our website at www.bmrn.com), any Director nominee 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. The CGN Committee will then make a recommendation to the Board regarding the appropriate response to such an offer of resignation and the Board will then deliberate and vote on such recommendation.

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Proposal No. One: Election of Directors

Nominees for Director

The names and ages of the nominees, as well as their occupations, lengths of service with the Company and Board committee memberships are set forth in the table below. A brief biography of each nominee is also set forth below, which includes information, as of March 15, 2019, regarding specific and particular experience, qualifications, attributes or skills of each nominee that led the CGN Committee to believe that the nominee should continue to serve on the Board:

Name and Age		Director Since		Occupation		Committee Memberships
Jean-Jacques Bienaimé, 65 Chair of the Board		May 2005		Chairman and Chief Executive Officer, BioMarin Pharmaceutical Inc.
Willard Dere, M.D., 65		July 2016		Professor of Internal Medicine, B. Lue and Hope S. Bettilyon Presidential Endowed Chair in Internal Medicine for Diabetes Research, Executive Director of Personalized Health, and Co-Principal Investigator of the Center for Clinical & Translational Science at the University of Utah Health Sciences Center
Michael Grey, 66		December 2005		Executive Chairman, Amplyx Pharmaceuticals, Inc.; Executive Chairman, Mirum Pharmaceuticals, Inc.; Executive Chairman, Reneo Pharmaceuticals, Inc.; Executive Chairman, Spruce Biosciences, Inc.
Elaine J. Heron, Ph.D., 71		July 2002		Director, Amplyx Pharmaceuticals, Inc.; Director, Vala Sciences Inc.; Director, Palvella Therapeutics; Director, Dropworks, Inc.
Robert J. Hombach, 53		September 2017		Former Executive Vice President, Chief Financial Officer & Chief Operations Officer, Baxalta Inc.; Director, CarMax, Inc.; Director, Aptinyx Inc.
V. Bryan Lawlis, Ph.D., 67		June 2007		Director, Coherus Biosciences, Inc.; Director, Geron Corporation; Director, Aeglea BioTherapeutics, Inc.; Director, Sutro Biopharma, Inc.
Alan J. Lewis, Ph.D., 73		June 2005		Chief Executive Officer and Director, Diavacs, Inc.; Director, Assembly Biosciences, Inc.; Director, Scancell Holdings plc
Richard A. Meier, 59 Lead Independent Director		December 2006		Partner, AtlasRock&Co.; Former President-International and Executive Vice President and Chief Financial Officer, Owens & Minor, Inc.
David E.I. Pyott, M.D. (Hon.), 65		January 2016		Lead Director, Avery Dennison Corporation; Director, Alynlam Pharmaceuticals, Inc.; Supervisory Board Member, Royal Philips in the Netherlands
Dennis J. Slamon, M.D., Ph.D., 70		March 2014		Professor of Medicine, UCLA Department of Medicine; Director, Clinical/Translational Research at UCLA’s Jonsson Comprehensive Cancer Center; Director, Revlon/UCLA Women’s Cancer Research Program

AC	Audit Committee	CGN	Corporate Governance & Nominating Committee		Member		Financial Expert
CC	Compensation Committee	S&T	Science & Technology Committee		Committee Chair		Independent

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Proposal No. One: Election of Directors

		JEAN-JACQUES BIENAIMÉ	Age: 65	Director Since: May 2005
		Chairman & Chief Executive Officer, BioMarin Pharmaceutical Inc.	The Board has nominated Mr. Bienaimé for his intimate knowledge of our business and extensive experience in the management of biotechnology organizations, business development, and sales and marketing of both biotechnology and pharmaceutical products.

Jean-Jacques Bienaimé joined our Board in May 2005, at the same time that he became our Chief Executive Officer, and was named Chair of the Board in June 2015. From November 2002 to April 2005, Mr. Bienaimé served as Chairman, Chief Executive Officer, and President of Genencor, a biotechnology company focused on industrial bioproducts and targeted cancer biotherapeutics. From 1998 to late 2002, Mr. Bienaimé served as Chairman, Chief Executive Officer and President of Sangstat Medical Corporation, an immunology-focused biotechnology company, becoming President in 1998 and Chief Executive Officer in 1999. From 1992 to 1998, Mr. Bienaimé held several senior management positions at Rhône-Poulenc Rorer Pharmaceuticals (now Sanofi-Aventis), culminating in the position of Senior Vice President of Worldwide Marketing and Business Development. Earlier in his career, Mr. Bienaimé worked at Genentech, Inc. where he was involved in the launch of tissue plasminogen activator (t-PA) for the treatment of heart attacks. Mr. Bienaimé currently serves on the board of Incyte Corporation, a public biotechnology company, as well as being a member of the boards of Biotechnology Innovation Organization (BIO) and Pharmaceutical Research and Manufacturers of America (PhRMA), both industry trade associations. Mr. Bienaimé previously served on the boards of three public companies: Portola Pharmaceuticals, Inc., from 2011 to 2014, InterMune, Inc., from 2012 to 2014, and Vital Therapies, Inc., from 2013 to 2018. Mr. Bienaimé received an M.B.A. from the Wharton School at the University of Pennsylvania and a degree in economics from the École Supérieure de Commerce de Paris.

		WILLARD DERE, M.D.	Age: 65	Director Since: July 2016
		Professor of Internal Medicine, B. Lue and Hope S. Bettilyon Presidential Endowed Chair in Internal Medicine for Diabetes Research, Executive Director of Personalized Health, and Co-Principal Investigator of the Center for Clinical & Translational Science at the University of Utah Health Sciences Center	The Board has nominated Dr. Dere for his extensive experience in managing biotechnology and pharmaceutical organizations, clinical trial research as well as research and development in translating basic science discoveries into new clinical therapies and novel drug strategies.

Willard Dere, M.D., joined our Board in July 2016. Since November 2014, he has served as the Professor of Internal Medicine, B. Lue and Hope S. Bettilyon Presidential Endowed Chair in Internal Medicine for Diabetes Research, Executive Director of Personalized Health, and Co-Principal Investigator of the Center for Clinical & Translational Science at the University of Utah Health Sciences Center. He also serves as the Interim Associate Vice President for Research of Health Sciences, and Interim Vice-Dean for Research of the School of Medicine. Prior to re-joining academia in November 2014, Dr. Dere was in the biopharmaceutical industry for 25 years. From 2003 until his retirement in 2014, Dr. Dere held multiple roles at Amgen, Inc., a biotechnology company, including serving as head of global development and either the international or corporate chief medical officer from December 2004 to October 2014. He began his career at Eli Lilly in 1989, and held a number of different global roles in clinical pharmacology, regulatory affairs, and both early-stage translational, and late-stage clinical research. He serves on the boards of three public biopharmaceutical companies: Mersana Therapeutics, Inc., Radius Health, Inc., and Seres Therapeutics, Inc. and concluded his service to Ocera Therapeutics, Inc. in December 2017. Since 2014, he has served on the scientific advisory board of the California Institute of Regenerative Medicine. Dr. Dere received a B.A. and an M.D. from the University of California, Davis. He trained in internal medicine at the University of Utah and in endocrinology/ metabolism at the University of California at San Francisco.

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Proposal No. One: Election of Directors

		MICHAEL GREY	Age: 66	Director Since: December 2005
		Executive Chairman, Amplyx Pharmaceuticals, Inc.; Executive Chairman, Mirum Pharmaceuticals, Inc.; Executive Chairman, Reneo Pharmaceuticals, Inc.; Executive Chairman, Spruce Biosciences, Inc.	The Board has nominated Mr. Grey for his extensive experience in managing biotechnology and pharmaceutical organizations, business development, compensation matters and finance and accounting.

Michael Grey joined our Board in December 2005 and serves as the Chair of the Compensation Committee. Mr. Grey currently serves as Executive Chairman of Amplyx Pharmaceuticals, Inc., a biopharmaceutical company, a position he has held since December 2016, and previously served as President and Chief Executive Officer of Amplyx from October 2015 to December 2016. Mr. Grey also currently serves as Executive Chairman of Reneo Pharmaceuticals, Inc., a biopharmaceutical company, a position he has held since January 2018, and previously served as Chief Executive Officer from October 2014 to December 2017. He previously served as President and Chief Executive Officer of Lumena Pharmaceuticals, Inc., a private biotechnology company, from February 2011 until it was acquired by Shire plc in May 2014. He has also served as a Venture Partner with Pappas Ventures, a life sciences venture capital firm, since January 2010. Between January and September 2009, he served as President and Chief Executive Officer of Auspex Pharmaceuticals, Inc., a private biotechnology company. From January 2005 until its acquisition in August 2008, Mr. Grey was President and Chief Executive Officer of SGX Pharmaceuticals, Inc., a public biotechnology company, where he previously served as President from June 2003 to January 2005 and as Chief Business Officer from April 2001 until June 2003. Prior to joining SGX Pharmaceuticals, Inc., Mr. Grey acted as President, Chief Executive Officer and board member of Trega Biosciences, Inc., a biotechnology company. From November 1994 to August 1998, Mr. Grey was the President of BioChem Therapeutic, Inc., the pharmaceutical operating division of BioChem Pharma, Inc. During 1994, Mr. Grey served as President and Chief Operating Officer for Ansan, Inc., a pharmaceutical company. From 1974 to 1993, he served in various roles with Glaxo, Inc. and Glaxo Holdings, plc, culminating in the position of Vice President, Corporate Development. Mr. Grey is currently a Director of Horizon Pharma, plc, a public pharmaceutical company, Mirati Therapeutics, a public biopharmaceutical company, and a private healthcare company: Spruce Biosciences, Inc., where he serves as Executive Chairman. Mr. Grey is also Executive Chairman of Mirum Pharmaceuticals, Inc., a private company he founded in 2018. Mr. Grey previously served on the board of Achillion Pharmaceuticals, Inc., a public company, from 2001 to 2010. He received a B.Sc. in chemistry from the University of Nottingham, United Kingdom.

		ELAINE J. HERON, PH.D.	Age: 71	Director Since: July 2002
		Director, Amplyx Pharmaceuticals, Inc.; Director, Vala Sciences Inc.; Director, Palvella Therapeutics; Director, Dropworks, Inc.	The Board has nominated Dr. Heron for her extensive experience in life science sales and marketing, finance and accounting, corporate governance matters and research and development.

Elaine J. Heron, Ph.D., joined our Board in July 2002 and serves as the Chair of the Corporate Governance and Nominating Committee. Dr. Heron served as Chair and Chief Executive Officer of Amplyx Pharmaceuticals, Inc., a private early-stage drug development company, from February 2009 until October 2015, and she continues to serve as member of that company’s board. She is also a Director of Vala Sciences Inc., a private life science tools company, Palvella Therapeutics, a private early-stage therapeutics company and Dropworks, Inc., a medical diagnostic company. From July 2001 to October 2008, Dr. Heron was Chair and Chief Executive Officer of Labcyte Inc., a private biotechnology company. Before joining Labcyte Inc., she spent six years in positions of increasing responsibility at the Applied Biosystems Group of Applera Corporation, a biotechnology company, including the position of General Manager and Vice President of Sales and Marketing. Dr. Heron earned a B.S. in chemistry with highest distinction and a Ph.D. in analytical biochemistry from Purdue University and an M.B.A. from Pepperdine University.

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Proposal No. One: Election of Directors

		ROBERT J. HOMBACH	Age: 53	Director Since: September 2017
		Former Executive Vice President, Chief Financial Officer & Chief Operations Officer, Baxalta Inc.; Director, CarMax, Inc.; Director, Aptinyx Inc.	The Board has nominated Mr. Hombach for his extensive experience in finance and accounting, capital markets and managing large biotechnology and pharmaceutical organizations.

Robert J. Hombach joined our Board in September 2017 and currently serves as the Chair of the Audit Committee. He served as Executive Vice President, Chief Financial Officer and Chief Operations Officer of Baxalta Inc., a public biopharmaceutical company spun out in June 2015 from Baxter International Inc., a public pharmaceutical company, until it was acquired by Shire PLC in June 2016. He served as Corporate Vice President and Chief Financial Officer of Baxter from July 2010 until the spin-off in June 2015. From 2007 to 2011, he also served as Treasurer of Baxter and from 2004 to 2007, he was Vice President of Finance, Europe, Middle East and Africa. Prior to that, he served in a number of finance positions of increasing responsibility in the corporate planning, manufacturing, operations and treasury areas at Baxter. Mr. Hombach currently serves on the board of CarMax, Inc., a public company and in 2018 was appointed to the board of Aptinyx Inc., a public biopharmaceutical company. Previously, he served on the board of Naurex, Inc., a private pharmaceutical company acquired by Allergan in 2015. Mr. Hombach earned an M.B.A. from Northwestern University’s J.L. Kellogg Graduate School of Management, and a B.S. in Finance cum laude from the University of Colorado.

		V. BRYAN LAWLIS, PH.D.	Age: 67	Director Since: June 2007
		Director, Coherus Biosciences, Inc.; Director, Geron Corporation; Director, Aeglea BioTherapeutics, Inc.; Director, Sutro Biopharma, Inc.	The Board has nominated Dr. Lawlis for his extensive experience in manufacturing biotechnology and other pharmaceutical products, research and development of drug products and managing and conducting clinical trials and drug regulatory processes.

Bryan Lawlis, Ph.D., joined our Board in June 2007. From August 2011 to September 2017 he served as the President and Chief Executive Officer of Itero Biopharmaceuticals, LLC, a private holding company that held the assets of Itero Biopharmaceuticals, Inc., a private biotechnology company. Dr. Lawlis co-founded and served as President and Chief Executive Officer of Itero Biopharmaceuticals, Inc. from 2006 until it discontinued operations in August 2011. Dr. Lawlis served as President and Chief Executive Officer of Aradigm Corporation, a pharmaceutical company, from August 2004 to August 2006, and served on its board from February 2005 to August 2006, continuing in both capacities until August 2006. Dr. Lawlis previously served as Aradigm’s President and Chief Operating Officer from June 2003 to August 2004 and its Chief Operating Officer from November 2001 to June 2003. Prior to his time at Aradigm, Dr. Lawlis co-founded Covance Biotechnology Services, a contract biopharmaceutical manufacturing operation, and served as its President and Chief Executive Officer from 1996 to 1999, and as its Chairman from 1999 to 2001, when it was sold to Diosynth RTP, Inc., a division of Akzo Nobel, NV. From 1981 to 1996, Dr. Lawlis was employed at Genencor, Inc., a biotechnology company, and Genentech, Inc. His last position at Genentech, Inc. was Vice President of Process Sciences. Dr. Lawlis serves on the boards of four other public biopharmaceutical companies: Geron Corporation since March 2012, Coherus Biosciences, Inc. since October 2014, Aeglea BioTherapeutics, Inc. since July 2018 and at Sutro Biopharma, Inc. since it went public in September 2018. He previously served on the board of KaloBios Pharmaceuticals, Inc., a public biopharmaceutical company, from August 2013 until September 2014, and acted as the Chairman of the scientific advisory board for Coherus from November 2012 to June 2016. Dr. Lawlis holds board positions at two private companies: AbSci, LLC and Reform Biologics LLC. Since October 2015, Dr. Lawlis has served as an advisor to Phoenix Venture Partners, a venture capital firm focusing on manufacturing technologies and material sciences technologies. Dr. Lawlis holds a B.A. in microbiology from the University of Texas at Austin, and a Ph.D. in Biochemistry from Washington State University.

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Proposal No. One: Election of Directors

		ALAN J. LEWIS, PH.D.	Age: 73	Director Since: June 2005
		Chief Executive Officer and Director, Diavacs, Inc.; Director, Assembly Biosciences, Inc.; Director, Scancell Holdings plc	The Board has nominated Dr. Lewis for his extensive experience in managing biotechnology and pharmaceutical organizations, research and development, finance, compensation and corporate governance matters.

Alan J. Lewis, Ph.D., joined our Board in June 2005 and serves as the Chair of the Science and Technology Committee. Since March 2015, Dr. Lewis has served as Chief Executive Officer of DiaVacs, Inc., a private biotechnology company, where he also serves as Director. From October 2012 to March 2014, Dr. Lewis served as Chief Executive Officer and Director of Medistem, Inc. (Medistem), a public biotechnology company. From November 2011 to October 2012, he served as a consultant to Medistem and to the California Institute for Regenerative Medicine. From July 2010 to November 2011, Dr. Lewis served as President, Chief Executive Officer and Director of Ambit Biosciences, a private biotechnology company. From January 2009 to June 2010, Dr. Lewis served as President and Chief Executive Officer of The Juvenile Diabetes Research Foundation. From February 2006 until December 2008, Dr. Lewis was the President and Chief Executive Officer of Novocell, Inc., a private regenerative disease biotechnology company focused on stem cell therapy. Prior to joining Novocell Inc., starting in 2000, he was President of Celgene Signal Research, a wholly-owned subsidiary of the Celgene Corporation, a pharmaceutical company. From February 1994 to August 2000, he was the President and Chief Executive Officer of Signal Pharmaceuticals, Inc., where he guided the company to its successful acquisition by Celgene Corporation. From 1979 to 1994, Dr. Lewis held a number of positions at Wyeth-Ayerst Research and its predecessor, Wyeth Laboratories, Inc., including Vice President of Research at Wyeth-Ayerst Research. Dr. Lewis has published over 120 full manuscripts and has written and edited seven books. Dr. Lewis was a Research Associate at Yale University from 1972 to 1973. In December 2015, Dr. Lewis was appointed to the board of Assembly Biosciences, Inc., a public biotechnology company. In February 2016, Dr. Lewis was appointed to the board of Scancell Holdings plc, a public biotechnology company. Dr. Lewis currently serves as Chairman of the boards of Batu Biologics Inc. and Neurometrix Rx (US), both private biotechnology companies, and he is a Director of two other private biotechnology companies: Cellastra Inc. and Targazyme, Inc. Dr. Lewis received a B.Sc. in physiology and biochemistry from Southampton University, Southampton, Hampshire, United Kingdom, and a Ph.D. in pharmacology from the University of Wales, Cardiff, United Kingdom.

		RICHARD A. MEIER	Age: 59	Director Since: December 2006
		Partner, AtlasRock&Co.; Former President-International and Executive Vice President and Chief Financial Officer, Owens & Minor, Inc.	The Board has nominated Mr. Meier for his extensive experience in finance and accounting, capital markets, managing large organizations in the healthcare field and information technology.

Richard A. Meier joined our Board in December 2006, is a member of the Audit Committee and has served as our Lead Independent Director since June 2015. Currently, Mr. Meier is a partner with AtlasRock&Co., an investment and advisory firm, a position he has held since August 2018. Mr. Meier served as President-International and Executive Vice President and Chief Financial Officer of Owens & Minor, Inc., a global healthcare services company, from July 2015 to July 2018, and was Executive Vice President and Chief Financial Officer of Owens & Minor, Inc. from March 2013 to July 2015. Prior to joining Owens & Minor, Mr. Meier was an Executive Vice President and Chief Financial Officer at TeleFlex, Incorporated, a global medical device company from January 2010 through March 2012. Mr. Meier served as President and Chief Operating Officer of Advanced Medical Optics, a global ophthalmic medical device company that was acquired by Abbott in February 2009, from November 2007 to May 2009. Beginning in April 2002 through November 2007, Mr. Meier served continuously as Advanced Medical Optics’ Chief Financial Officer, while serving in a variety of additional senior operating roles including Chief Operating Officer. Prior to joining Advanced Medical Optics, Mr. Meier was the Executive Vice President and Chief Financial Officer of Bausch Health Companies, Inc. (BHC) (formerly Valeant Pharmaceuticals, Inc. and ICN Pharmaceuticals, Inc.), from October 1999 to April 2002, and Senior Vice President & Treasurer from May 1998 to October 1999. Before joining BHC, Mr. Meier was an executive with the investment banking firm of Schroder & Co. Inc. in New York, from 1996. Prior to Mr. Meier’s experience at Schroder & Co., he held various financial and banking positions at Salomon Smith Barney, Manufacturers Hanover Corporation, Australian Capital Equity, and Greyhound Lines, Inc. Mr. Meier was a Director of Staar Surgical Inc., an ophthalmic medical device company, from 2009 through June 2016, where he also served on the Governance, Compensation and Audit Committees. Mr. Meier holds a B.A. in economics from Princeton University. Mr. Meier successfully completed formal credit training program at Manufacturers Hanover Corporations and attended Southern Methodist University Cox School of Business.

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Proposal No. One: Election of Directors

		DAVID E.I. PYOTT, M.D. (HON.)	Age: 65	Director Since: January 2016
		Lead Director, Avery Dennison Corporation; Director, Alynlam Pharmaceuticals, Inc.; Supervisory Board Member, Royal Philips in the Netherlands	The Board has nominated Dr. Pyott for his extensive experience in managing global multi-specialty healthcare companies and marketing, research and development, international regulatory requirements and business development in the pharmaceutical and biotechnology industry.

David E.I. Pyott, M.D. (Hon.), joined our Board in January 2016. From 1998 to March 2015, Dr. Pyott served as Chief Executive Officer of Allergan, Inc., a global pharmaceutical company. Prior to Allergan, Dr. Pyott served as the Head of the Novartis Nutrition Division and as a member of the Executive Committee of Switzerland-based Novartis AG. Dr. Pyott is Lead Director and a member of the board of Avery Dennison Corporation, a public global labeling and packaging materials company, serves on the board of Alnylam Pharmaceuticals, Inc., a public biotechnology company and is a member of the Supervisory Board of Royal Philips in the Netherlands, a public diversified health and technology company. Dr. Pyott serves as Chairman of Bioniz Therapeutics, Inc., a private biotechnology company, and also serves on the board of Rani Therapeutics, LLC, a private biotechnology company. He is Deputy Chairman of the Governing Board of the London Business School, is a member of the Board of Trustees of the California Institute of Technology, President of the International Council of Ophthalmology Foundation and a member of the advisory board of the Foundation of the American Academy of Ophthalmology. Previously, Dr. Pyott served on the board of Edwards Lifesciences Corp., a public medical device company, from 2000 to 2014. Dr. Pyott holds a Diploma in International and European Law from the Europa Institute at the University of Amsterdam, an Honorary Degree in Medicine and a Master of Arts degree from the University of Edinburgh, and a Master of Business Administration degree from the London Business School.

		DENNIS J. SLAMON, M.D., PH.D.	Age: 70	Director Since: March 2014
		Professor of Medicine, UCLA Department of Medicine; Director, Clinical/Translational Research at UCLA’s Jonsson Comprehensive Cancer Center; Director, Revlon/UCLA Women’s Cancer Research Program	The Board has nominated Dr. Slamon for his extensive experience in clinical trial research, personalized medicine, hematology and oncology studies as well as research and development in translating basic science discoveries into new clinical therapies and novel drug strategies.

Dennis J. Slamon, M.D., Ph.D., joined our Board in March 2014. Dr. Slamon has served as Director of Clinical/Translational Research at UCLA’s Jonsson Comprehensive Cancer Center since June 1995 and has served as leader of the Revlon/UCLA Women’s Cancer Research Program at UCLA since its establishment in 1991. Since May 1996, Dr. Slamon has been a professor of medicine and Chief of the Division of Hematology/Oncology in the UCLA Department of Medicine and executive vice chair for research for UCLA’s Department of Medicine. He also serves as Director of the medical advisory board for the National Colorectal Cancer Research Alliance, a research and fund-raising organization that promotes advances in the treatment of colorectal cancer, and he is member of the board of Translational Research in Oncology, a global, non-profit, academic clinical research organization. A 1970 B.A. honors graduate in biology from Washington & Jefferson College and a 1975 graduate of the University of Chicago Pritzker School of Medicine, Dr. Slamon earned his Ph.D. in cell biology that same year. He completed his internship and residency at the University of Chicago Hospitals and Clinics, becoming chief resident in 1978. One year later, he became a fellow in the Division of Hematology/Oncology at UCLA where he currently serves on the faculty of medicine.

Director Independence

The Board has affirmatively determined that, except for Mr. Bienaimé, all of our current Directors are independent within the meaning of the applicable listing standards of The Nasdaq Stock Market LLC (Nasdaq) and relevant securities and other laws, rules and regulations regarding the definition of “independent” (the Independent Directors). There are no family relationships among any of our Directors and any of our executive officers.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF EACH NAMED NOMINEE NAMED IN PROPOSAL NO. ONE.

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Proposal No. One: Election of Directors

Identifying and Evaluating Candidates for Director

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

In September 2018, the Board formalized its long-standing practice of considering women and minority candidates for open director positions by amending the Corporate Governance Principles to require that: ●the Board considers the diversity of specific skills and characteristics (including, without limitation, areas of expertise, race, ethnicity and gender) necessary for the optimal functioning of the Board over both the short and long term; and ●the CGN Committee, as well as any search firm that it engages, includes women and minority candidates in the pool from which the Board selects candidates for director.

The Board has determined that the Board as a whole must have the right diversity, mix of characteristics and skills for the optimal functioning of the Board in its oversight of our Company. The Board believes that it should be composed of persons with skills and experience in areas such as:

●	biotechnology and pharmaceutical organizations (management, business development, sales & marketing);
●	clinical trial research;
●	compensation matters;
●	finance and accounting;
●	manufacturing biotechnology and other; pharmaceutical products;
●	U.S. and international drug regulatory processes;
●	legal and intellectual property;
●	corporate governance; and
●	research and development.

Once the CGN Committee and the Board determine that it is appropriate to nominate a new Director, the CGN Committee uses a flexible set of procedures for selecting individual Director candidates. The CGN Committee utilizes general guidelines that allow it to adjust the process to best satisfy the objectives it is attempting to accomplish in any Director search. The first step in the general process is to identify the type of candidate the CGN Committee may desire for a particular opening, including establishing the specific target skill areas, experiences and backgrounds that are to be the focus of the Director search. Once the target characteristics are identified, the CGN Committee determines the best method for finding a candidate who satisfies the specified criteria. The CGN Committee may consider candidates recommended by management, by the members of the CGN Committee, the Board, and stockholders, or the CGN Committee may engage a third party to conduct a search for possible candidates. In considering candidates submitted by stockholders, the CGN Committee will take into consideration the needs of the Board and the qualifications of the candidate. Any stockholder recommendations submitted for consideration by the CGN Committee should include verification of the stockholder status of the person submitting the recommendation and the recommended candidate’s name and qualifications for Board membership and be addressed to the Board, at 105 Digital Drive, Novato, CA 94949, c/o G. Eric Davis, Executive Vice President, General Counsel and Secretary.

Once candidates are identified, the CGN Committee conducts an evaluation of qualified candidates. The evaluation generally includes interviews as well as background and reference checks. There is no difference in the evaluation process for a candidate recommended by a stockholder as compared to the evaluation process for a candidate identified by any of the other means described above. While the CGN Committee has not established specific minimum criteria for a candidate, it has established important factors to consider in evaluating a candidate. These factors include: strength of character, mature judgment, business understanding, experience with the pharmaceutical and/or biotechnology industries, availability and level of interest, capacity to devote time to Board activities, career specialization, relevant technical skills, diversity, and the extent to which the candidate would fill a present need on the Board.

If the CGN Committee determines that a candidate should be nominated as a candidate for election to the Board, the candidate’s nomination is then recommended to the full Board, and the Directors may in turn conduct their own review to the extent they deem appropriate. When the Board has agreed upon a candidate, such candidate is recommended to the stockholders for election at an Annual Meeting of Stockholders or appointed as a Director by a vote of the Board as appropriate.

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Proposal No. One: Election of Directors

Stockholder Nominations

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

The Board’s Roles and Responsibilities

This section describes key corporate governance guidelines and practices that we have adopted. Complete copies of our Corporate Governance Principles, the charters of the committees of the Board and our Global Code of Conduct and Business Ethics described below may be found in the Corporate Governance section of the Investors section of our website at www.bmrn.com. Alternatively, you can request a copy of any of these documents free of charge by writing to: G. Eric Davis, Executive Vice President, General Counsel and Secretary, c/o BioMarin Pharmaceutical Inc., 105 Digital Drive, Novato, CA 94949. Information on our website is NOT incorporated by reference in this Proxy Statement.

Board Leadership Structure

The Board believes that it is important to retain the flexibility to allocate the responsibilities of the offices of Chair of the Board (Chair) and Chief Executive Officer in any manner that it determines to be in the best interests of the Company and its stockholders. Accordingly, our Corporate Governance Principles specifically reserve for the Board the right to vest the responsibilities of Chair and Chief Executive Officer in the same individual. The Board reviews its leadership structure periodically as part of its annual self-assessment process. In addition, the Board continues to monitor developments in corporate governance as well as the approaches of our peers.

Following a careful review of its leadership structure in light of the composition of the Board, the Company’s size, the nature of the Company’s business, the regulatory framework under which the Company operates, and other relevant factors, and to better align the operational leadership of the Company, in 2015 the Board determined that combining the Chair and Chief Executive Officer positions under the leadership of Jean-Jacques Bienaimé would be in the best interests of the Company and its stockholders. This determination was based on the Board’s strong belief that, as the individual with primary responsibility for managing the Company’s day-to-day operations and with extensive knowledge and understanding of the Company, combining the roles of Chair and Chief Executive Officer in Mr. Bienaimé creates a clear line of authority that promotes decisive and effective leadership, both within and outside the Company. In making this judgment, the Board took into account its evaluation of Mr. Bienaimé’s performance as Chief Executive Officer and as a current member of the Board, his positive relationship with the other Directors, his vast expertise in the biopharmaceutical industry and proven track record of successful leadership, and the strategic perspective he would bring to the role of Chair. Mr. Bienaimé assumed the role of Chair effective immediately following the 2015 Annual Meeting.

The Chair is responsible for: ●calling meetings of the Board; ●presiding at meetings of the Board; ●approving Board meeting schedules and meeting agendas, in consultation with the Lead Independent Director; ●approving Board meeting materials, in consultation with the Lead Independent Director; and ●being available for consultation with major stockholders.

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Proposal No. One: Election of Directors

The Board recognizes the importance of having a Board structure that will continue to promote the appropriate exercise of independent judgment by the Board. In connection with the decision to combine the roles of Chair and Chief Executive Officer under Mr. Bienaimé, the Board also created the position of Lead Independent Director to serve as a liaison between the Chief Executive Officer and the Independent Directors, and to facilitate discussions and deliberation among the Independent Directors in fulfilling their oversight responsibilities for the Company.

The Lead Independent Director coordinates the activities of the other Independent Directors and performs such other duties and responsibilities as the Board may determine. The Lead Independent Director Charter can be found in the Corporate Governance section of the Investors section of our website at www.bmrn.com. Information on our website is NOT incorporated by reference in this Proxy Statement.

As outlined in the Lead Independent Director Charter, the Lead Independent Director is responsible for: ●presiding at all meetings of the Board at which the Chair is not present, including executive sessions of the Independent Directors; ●serving as the principal liaison between the Chair and the Independent Directors; ●approving meeting agendas for the Board, in consultation with the Chair; ●approving the frequency of Board meetings and meeting schedules in consultation with the Chair, assuring there is sufficient time for discussion of all agenda items; ●working in collaboration with the CGN Committee and the Chair to recommend selection for the membership and chair position for each Board committee; ●interviewing, along with the chair of the CGN Committee, all director candidates and making recommendations to the CGN Committee; ●being available, when appropriate, for consultation and direct communication with stockholders; and ●on an annual basis, in consultation with the Independent Directors, reviewing the Lead Independent Director Charter and recommending to the Board for approval any modifications or changes. The Lead Independent Director Charter also grants the Lead Independent Director the authority to: ●call meetings of the Independent Directors or meetings of the Board; ●retain outside advisors and consultants who report directly to the Board on Board-wide issues; and ●select, retain and consult with outside counsel and other advisors as the Lead Independent Director deems appropriate, at the Company’s sole expense.

The Lead Independent Director is elected annually by a majority vote of the Independent Directors if the offices of Chair and Chief Executive Officer are held by the same person. In 2018, the Independent Directors determined that Richard A. Meier will continue to serve as the Lead Independent Director.

The Board, including each of its committees, also has complete and open access to any member of the Company’s management and the authority to retain independent advisors as the Board or such committee deems appropriate. In addition, all members of the Audit Committee, the CGN Committee, the Compensation Committee and the Science and Technology Committee are Independent Directors, and the committee chairs have authority to hold executive sessions without management and non-Independent Directors present.

Role of the Board in Risk Oversight

The Board is actively involved in the oversight of risks that could affect us. This oversight is conducted primarily through committees of the Board, but the full Board has retained responsibility for general oversight of risks. The Audit Committee is responsible for reviewing legal proceedings, litigation contingencies and other risks and exposures that could materially affect our financial statements and meets periodically with management to review our major financial risk exposures and the steps management has taken to monitor and control such exposures. The CGN Committee oversees and evaluates compliance by the Board and management with our Corporate Governance Principles, Global Code of Conduct and Business Ethics and Corporate Compliance and Ethics Program and reviews the Company’s risk management procedures for those areas deemed appropriate by the CGN Committee. The Compensation Committee reviews our incentive compensation arrangements to determine whether they encourage excessive risk taking, reviews and discusses at least annually the relationship between our risk management policies and practices and compensation, evaluates compensation policies and practices that could mitigate any such risk. The Board satisfies this responsibility through full reports by each committee chair regarding such committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks.

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Proposal No. One: Election of Directors

Talent Management Succession Planning

Our Board regularly reviews short- and long-term succession plans for the Chief Executive Officer and for other senior management positions. Our executive leadership conducts annual performance assessments that include succession plans for each of our senior management positions. These succession plans are reviewed and approved by our Chief Executive Officer and the details of these succession plans, including potential successors of our executive officers are presented to the full Board.

Stockholder Communications with the Board of Directors

Our relationship with our stockholders is an important part of our corporate governance program. Engaging with our stockholders helps us to understand how they view us, to set goals and expectations for our performance, and to identify emerging issues that may affect our strategies, corporate governance, compensation practices or other aspects of our operations. Our stockholder and investor outreach includes investor road shows, analyst meetings, and investor conferences and meetings. Last year we hosted an investor day that stockholders were able to listen to via our website. We also communicate with stockholders and other stakeholders through various media, including our annual report and SEC filings, proxy statement, news releases, and our website. Our conference calls for quarterly earnings releases are open to all. These calls are available in real time and as archived webcasts on our website for a period of time. We also seek stockholder views on governance and other matters throughout the year, concentrating our efforts on our largest stockholders.

We continue to engage constructively with stockholders, and in recent years management has reached out to a large number of our top non-affiliated stockholders annually. For details regarding our stockholder outreach efforts specific to 2018, please see the “Proxy Overview—Stockholder Engagement” and “Compensation Discussion and Analysis — Recent Say-on-Pay Vote and Stockholder Feedback” sections of this Proxy Statement.

The Board has adopted a process for stockholders and others to send communications to the Board or any Director. All such communications should be sent by mail addressed to the Board or any particular Director at 105 Digital Drive, Novato, CA 94949, c/o G. Eric Davis, Executive Vice President, General Counsel and Secretary. All communications received by Mr. Davis will be sent directly to the Board or any particular Director to whom such communication was addressed.

Committees of the Board of Directors

The Board has a number of committees that perform certain functions for the Board. The standing committees of the Board that meet regularly are the Audit Committee, the Compensation Committee, the CGN Committee and the Science and Technology Committee. Below is a description of each committee of the Board. Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities. The Board has determined that each member of each committee meets the applicable Nasdaq listing standards and relevant securities and other laws, rules and regulations regarding “independence” and that each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to our Company.

AUDIT COMMITTEE Chair: Robert J. Hombach Members: Elaine J. Heron, Ph.D., V. Bryan Lawlis, Ph.D., Richard A. Meier Meetings Held in 2018: 8

The Board has a separately designated standing Audit Committee established in accordance with the rules of the SEC and Nasdaq. The Audit Committee is responsible for overseeing our accounting and financial reporting processes, internal control and risk management systems, internal and external audit functions and the audit of our financial statements, including reviewing:

●	financial information;
●	our systems of internal accounting and financial controls;
●	the annual independent audit of our financial statements; and
●	the qualifications, independence and performance of our independent outside auditors for the purpose of preparing or issuing an audit report or performing other audit, review and attest services.

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Among other duties and responsibilities, the Audit Committee:

●	reviews and discusses with management and the independent auditors our annual and quarterly financial statements, and as appropriate, our disclosures contained under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our periodic reports to be filed with the SEC, earnings press releases and the substance of the financial information and earnings guidance provided to analysts and ratings agencies;
●	determines whether to recommend to the Board inclusion of the audited financial statements in our Form 10-K filing;
●	at the completion of the annual audit, reviews with management and the independent auditors the independent auditors’ audit and its report on the financial statements and internal control over financial reporting, comments and recommendations of the independent auditors, any significant changes in the auditors’ initial audit plan, and other matters related to the audit;
●	reviews legal proceedings, litigation contingencies and other risks and exposures that could materially affect the financial statements and meets periodically with management to review our major financial risk exposures and the steps management has taken to monitor and control such exposures;
●	reviews the independence of our auditors and appoints and, where appropriate, replaces our independent auditors;
●	approves all arrangements and fees for work, including all audit, review and attest services and non-audit services, to be performed by the independent auditor’s firm prior to the commencement of the engagement;
●	reviews with the independent auditors and, if appropriate, management, any management or internal control letter issued or proposed to be issued by the independent auditors and management’s response to such letter;
●	reviews with management and any registered public accounting firm engaged to perform review or attest services, any material conflicts or disagreements between management and such accounting firm regarding financial reporting, accounting practices or policies or other matters;
●	reviews with the independent auditors that firm’s assessment of our financial staff (including internal audit) and the adequacy and effectiveness of the our financial and accounting internal controls; and
●	establishes and oversees procedures for the receipt, retention and treatment of complaints we receive regarding accounting, internal accounting controls, or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.

The Audit Committee is currently composed of four Directors: Mr. Hombach (Chair), Dr. Heron, Dr. Lawlis and Mr. Meier. The Board annually reviews the Nasdaq listing standards’ definition of independence for Audit Committee members and has determined that all members of our Audit Committee are independent (as independence is currently defined in Nasdaq Listing Rules 5605(c)(2)(A)(i) and (ii)). The Board has determined that Mr. Hombach and Mr. Meier each qualify as an “audit committee financial expert,” as defined in applicable SEC rules. The Board made a qualitative assessment of Mr. Hombach’s level of knowledge and experience based on a number of factors, including his prior experience as the Chief Financial Officer of public companies and his experience and education in finance. Likewise, the Board made a qualitative assessment of Mr. Meier’s level of knowledge and experience based on a number of factors, including his experience as the Chief Financial Officer of several public companies and his finance and investment banking experiences. In making those determinations with respect to each of Mr. Hombach and Mr. Meier, the Board relied on the past business experience of these Directors. Please see the description of the business experience for Mr. Hombach and Mr. Meier under the heading “Nominees for Director.”

The Audit Committee is governed by a written charter adopted by the Board, which was last amended in February 2016. The Audit Committee charter can be found in the Corporate Governance section of the Investors section of our website at www.bmrn.com. Information on our website is NOT incorporated by reference in this Proxy Statement. The charter of the Audit Committee grants the Audit Committee full access to all of our books, records, facilities and personnel, as well as authority to obtain, at our expense, advice and assistance from internal and external legal, accounting or other advisors and consultants and other external resources that the Audit Committee considers necessary or appropriate in the performance of its duties.

As required by its charter, the Audit Committee conducts a self-evaluation at least annually. The Audit Committee also periodically reviews and assesses the adequacy of its charter, including the Audit Committee’s role and responsibilities, and recommends any proposed changes to the Board for its consideration.

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The Compensation Committee is responsible for:

●	reviewing and recommending to the Board changes to the compensation of our Chief Executive Officer and approving the compensation for executives who report directly to the Chief Executive Officer;
●	assisting the Board in its oversight of the development, implementation and effectiveness of our policies and strategies relating to our human resources function;
●	overseeing our incentive compensation plans and equity-based plans; and
●	preparing any report on executive compensation required by applicable rules and regulations.

Among other duties and responsibilities, the Compensation Committee:

●	makes recommendations to the Board as to our general compensation philosophy and oversees the development and implementation of compensation programs (including salary, long-term incentives, bonuses, perquisites, equity incentives, severance arrangements, change of control related arrangements and other related benefits and benefit plans);
●	makes recommendations to the Board regarding corporate performance goals and objectives relevant to the compensation of the Chief Executive Officer and sets performance goals and objectives relevant to the compensation of executives who report directly to the Chief Executive Officer and other senior management, and the type and amount of compensation (including any new compensation programs);
●	evaluates, at least annually, the performance of the Chief Executive Officer relative to Board-approved goals and objectives, and recommends to the Board the Chief Executive Officer’s compensation and other terms of his or her employment based on this evaluation, and approves the compensation of executives who report directly to the Chief Executive Officer;
●	taking into consideration the results of the most recent say-on-pay vote, reviews and makes recommendations to the Board with respect to our incentive compensation plans and equity-based plans;
●	reviews material compensation programs applicable to our employees generally;
●	reviews and makes recommendations to the Board regarding compensation for non-employee members of the Board;
●	oversees all incentive compensation plans and equity-based plans and discharges any responsibilities imposed on the Committee by these plans;
●	discusses with management periodically, as it deems appropriate, reports from management regarding the development, implementation and effectiveness of our policies and strategies relating to its human resources function and our regulatory compliance with respect to compensation matters;
●	reviews and periodically approves the benefits and perquisites provided to the Chief Executive Officer and other senior management, as well as the employment, severance and change in control agreements relating to the Chief Executive Officer and other senior management;
●	reviews our incentive compensation arrangements to determine whether they encourage excessive risk-taking, and reviews and discusses at least annually the relationship between our risk management policies and practices and compensation;
●	reviews and recommends to the Board for approval the frequency with which we will conduct say-on-pay votes; and
●	produces and provides to the Board an annual report of the Committee on executive compensation for inclusion in our annual proxy statement in accordance with applicable rules and regulations.

The Compensation Committee is currently composed of four Directors: Mr. Grey (Chair), Mr. Hombach, Dr. Lewis and Dr. Pyott. The Board has determined that all members of our Compensation Committee are independent (as independence is currently defined in Nasdaq Listing Rule 5605(a)(2)).

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The Compensation Committee is governed by a written charter adopted by the Board, which was last amended in June 2016. The Compensation Committee charter can be found in the Corporate Governance section of the Investors section of our website at www.bmrn.com. Information on our website is NOT incorporated by reference in this Proxy Statement. The charter of the Compensation Committee grants the Compensation Committee full access to all of our books, records, facilities and personnel, as well as authority to obtain, at our expense, advice and assistance from internal and external legal, accounting or other advisors and consultants and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. In particular, the Compensation Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive and Director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. Information regarding consultants engaged by the Compensation Committee is provided in the “Compensation Discussion and Analysis” section of this Proxy Statement.

Under the Compensation Committee charter, the Compensation Committee may, in its discretion, delegate its duties to a subcommittee or to the Chair of the Compensation Committee.

As required by its charter, the Compensation Committee conducts a self-evaluation at least annually. The Compensation Committee also periodically reviews and assesses the adequacy of its charter, including the Compensation Committee’s role and responsibilities, and recommends any proposed changes to the Board for its consideration.

The performance and compensation process and specific determinations of the Compensation Committee with respect to executive compensation for 2018 and certain elements of compensation for 2018 are described in greater detail in the “Compensation Discussion and Analysis” section of this Proxy Statement.

Compensation Committee Interlocks and Insider Participation

During 2018, the Compensation Committee was composed of Mr. Grey (Chair), Mr. Hombach, Dr. Lewis and Dr. Pyott. No member of our Compensation Committee has ever been an executive officer or employee of us or any of our subsidiaries. None of our executive officers currently serves, or has served during the last completed fiscal year, on the compensation committee or Board of Directors of any other entity that has one or more executive officers serving as a member of our Board or Compensation Committee. During 2018, no members of our Compensation Committee had any relationships requiring disclosure by us under the SEC’s rules requiring disclosure of certain relationships and related party transactions.

The CGN Committee is responsible for:

●	overseeing the composition of the Board to ensure that qualified individuals meeting the criteria of applicable rules and regulations serve as members of the Board and its committees;
●	overseeing the development and implementation of corporate governance principles, policies, codes of conduct and codes of ethics relating to the operation of the Board and its committees;
●	making recommendations to the Board regarding such corporate governance issues; and
●	keeping informed on issues related to corporate responsibility.

Among other duties and responsibilities, the CGN Committee:

●	identifies, reviews and evaluates individuals qualified to serve on the Board consistent with criteria approved by the Board as vacancies arise and seeks out nominees to enhance the diversity, expertise and independence of the Board;
●	considers and assesses the independence of Directors, including whether a majority of the Board continue to be independent from management in both fact and appearance, as well as within the meaning prescribed by the listing standards of Nasdaq;

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●	recommends to the Board for selection Director nominees;
●	considers recommendations for Board nominees and proposals appropriately submitted by our stockholders;
●	develops and recommends to the full Board corporate governance policies, requirements, criteria and procedures, including policies and procedures to facilitate stockholder communications with the Board;
●	reviews related party transactions involving Directors and executives for potential conflicts of interest and recommends courses of action as necessary;
●	performs an annual evaluation of the Board and each committee of the Board;
●	makes recommendations to the full Board concerning the appropriate size and needs of the Board, including regarding committees of the Board to be maintained or created and chairmanship and membership of the Board committees;
●	at least annually, reviews and assesses our Corporate Governance Principles applicable to the Board and the Company and recommends to the Board from time to time any amendments to such principles;
●	reviews and assesses our Global Code of Conduct and Business Ethics and Corporate Compliance and Ethics Program and recommends to the Board from time to time any amendments to such code and program;
●	oversees and evaluates compliance by the Board and our management with our Corporate Governance Principles, Global Code of Conduct and Business Ethics and Corporate Compliance and Ethics Program
●	reviews and approves all board memberships for a for-profit company, other commercial entity, or advisory board, for our Chief Executive Officer and other executive officers and Directors, to assess whether such proposed membership creates or has the potential to create either a conflict of interest or an appearance of one
●	implements, in conjunction with the Audit Committee, the internal audit function;
●	establishes a toll-free telephone number for employees to anonymously report complaints relating to financial fraud, environmental hazards, illegal or unfair employment practices, and unethical behavior;
●	reviews our risk management procedures for those areas deemed appropriate by the Committee;
●	recommends guidelines to the Board for corporate succession planning as it relates to our Chief Executive Officer, if appropriate; and
●	reviews and oversees related party transactions, as required by our Corporate Governance Principles.

A detailed discussion of the CGN Committee’s procedures for recommending candidates for election as a Director appears above under the caption “Identifying and Evaluating Candidates for Director.”

The CGN Committee is currently composed of four Directors, each of whom is “independent” under the listing standards of Nasdaq. The members of the CGN Committee are Dr. Heron (Chair), Dr. Dere, Dr. Pyott and Dr. Slamon.

The CGN Committee is governed by a written charter adopted by the Board, which was last amended in December 2016. The CGN Committee Charter and our Corporate Governance Principles can be found in the Corporate Governance section of the Investors section of our website at www.bmrn.com. Information on our website is NOT incorporated by reference in this Proxy Statement. The CGN Committee charter complies with the guidelines established by Nasdaq. The charter of the CGN Committee grants the CGN Committee full access to all of our books, records, facilities and personnel, as well as authority to obtain, at our expense, advice and assistance from internal and external legal, accounting or other advisors and consultants and other external resources that the CGN Committee considers necessary or appropriate in the performance of its duties.

As required by its charter, the CGN Committee conducts a self-evaluation at least annually. The CGN Committee also periodically reviews and assesses the adequacy of its charter, including the CGN Committee’s role and responsibilities, and recommends any proposed changes to the Board for its consideration.

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The Science and Technology Committee is responsible for assisting the Board in overseeing our operations. Among other duties and responsibilities, the Science and Technology Committee:

●	reviews matters relating to scientific capabilities and programs and reports to the Board regarding such review in order to help facilitate the Board’s oversight of our scientific technology, intellectual property portfolio and strategy and help promote our effective decision-making on science;
●	reviews and considers management’s decisions regarding the allocation, deployment, utilization of, and investment in our scientific assets; and
●	reviews and considers management’s decisions regarding acquiring or divesting scientific technology or otherwise investing in research or development programs.

The Science and Technology Committee is currently composed of six Directors: Dr. Lewis (Chair), Dr. Dere, Mr. Grey, Dr. Heron, Dr. Lawlis and Dr. Slamon.

The Science and Technology Committee is governed by a written charter, which was adopted by the Board in December 2012. The Science and Technology Committee charter can be found in the Corporate Governance section of the Investors section of our website at www.bmrn.com. Information on our website is NOT incorporated by reference in this Proxy Statement. The charter of the Science and Technology Committee grants it the resources and authority to select, retain, terminate, and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate in the performance of its duties and responsibilities.

As required by its charter, the Science and Technology Committee conducts a self-evaluation at least annually. The Science and Technology Committee also periodically reviews and assesses the adequacy of its charter, including the Science and Technology Committee’s role and responsibilities, and recommends any proposed changes to the Board for its consideration.

Board Processes

Meetings of the Board of Directors

The Board oversees our business. It establishes overall policies and standards and reviews the performance of management. During the fiscal year ended December 31, 2018, the Board held five meetings. Each Board member attended 75% or more of the aggregate meetings of the Board and of the committees on which he or she served, held during the period for which he or she was a Director or committee member, respectively.

Executive Sessions

Applicable Nasdaq listing standards require that the Independent Directors meet from time to time in executive session. In fiscal year 2018, our Independent Directors met in regularly scheduled executive sessions at which only Independent Directors were present.

Attendance at Annual Meeting

It is our policy to request that all Board members attend the Annual Meeting of Stockholders. However, we also recognize that personal attendance by all Directors is not always possible. All ten of the ten Directors serving at the time of the 2018 Annual Meeting of Stockholders attended such meeting.

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Other Board Governance Information

Global Code of Conduct and Business Ethics

The CGN Committee regularly reviews our Global Code of Conduct and Business Ethics, which is applicable to all employees and Directors, including our Chief Executive Officer, Chief Financial Officer, other executive officers and senior financial personnel. A copy of our Global Code of Conduct and Business Ethics is available in the Corporate Governance section of the Investors section of our website at www.bmrn.com. Information on our website is NOT incorporated by reference in this Proxy Statement. If we make any substantive amendments to our Global Code of Conduct and Business Ethics or grant any waiver from a provision of our Global Code of Conduct and Business Ethics to any executive officer or Director, we will promptly disclose the nature of the amendment or waiver on our website in accordance with the requirements of Item 5.05 of Form 8-K.

Transactions with Related Persons, Promoters and Certain Control Persons

Since January 1, 2018, there has not been nor is there currently proposed any transaction or series of similar transactions to which we were or are to be a party in which the amount involved exceeds $120,000 and in which any Director, executive officer, holder of more than 5% of our common stock, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest other than compensation agreements and other arrangements, which are described elsewhere in this Proxy Statement.

Review, Approval, and Ratification of Transactions with Related Parties

Our CGN Committee has primary responsibility for reviewing and approving in advance or ratifying all related party transactions. Additionally, on at least an annual basis, the Audit Committee also reviews all identified related party transactions. In conformance with SEC regulations, we define related persons to include our executive officers, our Directors and nominees to become a Director of our company, any person who is known to us to be the beneficial owner of more than 5% of any class of our voting securities, any immediate family member of any of the foregoing persons, and any firm, corporation or other entity in which any of the foregoing persons is employed, is a general partner or in which such person has a 5% or greater beneficial ownership interest.

We have several processes that we use to ensure that we identify and review all related party transactions. First, each executive officer is required to notify either our General Counsel or Chief Financial Officer of any potential transaction that could create a conflict of interest, and the General Counsel or Chief Financial Officer is required to notify the CGN Committee of the potential conflict. The Directors, Chief Executive Officer, Chief Financial Officer and General Counsel are required to notify the CGN Committee of any potential transaction that could create a conflict of interest. Second, each year, we require our Directors and executive officers to complete Director and officer questionnaires identifying any transactions with us in which the executive officer or Director or their family members have an interest.

The CGN Committee reviews related party transactions due to the potential for such transactions to create a conflict of interest. A conflict of interest occurs when an individual’s private interest interferes, or appears to interfere, with our interests. Our Board or its committees only approve a related party transaction if it is determined that a transaction is in the best interest of the stockholders or is at least not inconsistent with those interests. This includes situations where the Company may obtain products or services of a nature, quantity or quality, or on other terms, that are not readily available from alternative sources or when the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party.

These policies and procedures are included in our Corporate Governance Principles, which are available in the Corporate Governance section of the Investors section of our website at www.bmrn.com. Information on our website is NOT incorporated by reference into this Proxy Statement.

Indebtedness of Directors and Executive Officers

We have a policy not to lend money to our Directors or executive officers or associates of any Director or executive officer. None of our Directors or executive officers or associates of any Director or executive officer is or at any time since January 1, 2018 has been indebted to us.

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Summary of Independent Director Compensation

Our Directors play a critical role in guiding our strategic direction and overseeing the management of BioMarin. The many responsibilities and risks and the substantial time commitment of being a Director require that we provide adequate compensation commensurate with our Directors’ workload and opportunity costs. Independent Directors receive a combination of annual cash retainers and RSU grants in amounts that correlate to their responsibilities and levels of Board participation, including service on Board committees. The Board reviews our Independent Director compensation levels and program design annually for competitiveness against the confirmed executive compensation peer group (as set forth in “Compensation Discussion and Analysis—Compensation Adjustments and Peer Group Process” below). To assist with the Board’s review, Mercer LLC (Mercer), an independent compensation consultant, prepares a comprehensive annual assessment of our Independent Director compensation program. The assessment includes benchmarking Director compensation against the same peer group used for executive compensation purposes, an update in recent trends in Director compensation and a review of related corporate governance best practices.

Highlights

●	We provide an annual limit on non-employee Director compensation under the terms of the 2017 Plan.
●	To discourage short-term risk taking, beginning in September 2017, the annual equity award granted to non-employee Directors is made in RSUs only and no longer includes stock options.
●	To align Director compensation with the duration of Board service, in September 2017, we eliminated the initial equity award previously granted to all new Directors. Instead, new Directors receive an RSU grant on the same terms as the annual award made on the date of our Annual Meeting of Stockholders, pro-rated to the nearest quarter for the time the new Director is expected to serve prior to our next Annual Meeting of Stockholders.
●	The annual cash compensation that the Company pays to its non-employee Directors is based on their positions on the Board or the committees of the Board, and the Company does not compensate Board members on a per meeting basis.
●	Our only employee Director, Mr. Bienaimé, receives no separate compensation for his service as a Director or Chair.

Cash Compensation

The following table is a summary of the annual cash compensation payable to the Independent Directors in 2018. Each applicable line item is an additional element of compensation.

Director Position		Annual Cash    Compensation(1)
All Independent Directors		$	65,000
Independent Chair of the Board (if applicable) (premium in addition to Independent Director membership retainer)		$	65,000
Lead Independent Director (premium in addition to Independent Director membership retainer)		$	65,000
Audit Committee Member		$	12,000
Audit Committee Chair (premium in addition to committee membership retainer)		$	13,000
Compensation Committee Member		$	10,000
Compensation Committee Chair (premium in addition to committee membership retainer)		$	10,000
Corporate Governance and Nominating Committee Member		$	8,750
Corporate Governance and Nominating Committee Chair (premium in addition to committee membership retainer)		$	10,000
Science and Technology Committee Member		$	8,750
Science and Technology Committee Chair (premium in addition to committee membership retainer)		$	10,000

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(1)

The annual cash compensation that the Company pays to its Board members, other than Mr. Bienaimé, is based on their positions on the Board or the committees of the Board, and the Company does not compensate the Board members on a per meeting basis. The amounts reflected in the table above were approved by the Board and are unchanged from the amounts reported in the Company’s Proxy Statement for the 2018 Annual Meeting.

Equity Compensation

The Board reviewed the Director compensation program in 2015 and determined to transition from a “fixed share” equity grant approach to a “fixed value” equity grant approach to better manage the Board’s equity competitiveness. We continued to use the “fixed value” approach for the 2018 Director equity grant.

Annual Award

On the date of our Annual Meeting of Stockholders, each re-elected Independent Director is granted RSUs valued at $375,000, based on the Black-Scholes model valuation using a 30-day trailing average closing price of our common stock. The shares of common stock subject to the RSUs vest in full on the one-year anniversary of the grant date, subject to each respective Director providing services to the Company through the vesting date.

The annual award amounts and vesting schedules were approved by the Board in June 2015 and were modified by the Board in December 2016 to include the following: (i) the allocation between RSUs and stock options to purchase shares of our common stock shifted from forty percent (40%) RSUs and sixty percent (60%) stock options to a 50%/50% split, and (ii) the annual award equity grant value increased from $325,000 to $375,000. As a result of the Board’s annual review of the Independent Director compensation program as described above, in September 2017, the Board modified the annual equity grant to be awarded in RSUs only, eliminating the stock option component. The annual equity award for a Director who has served for less than a year is prorated to the nearest quarter. The stock options and RSUs continue to vest only while the Director provides services to the Company. The exercise price per share of each of the stock options is 100% of the fair market value of a share of our common stock on the date of the grant of the stock option. These stock options have a term of 10 years.

In fiscal year 2018, 38,700 RSUs were awarded to the Independent Directors under our 2017 Plan in connection with annual awards to our Directors. Our Board members are eligible to enroll in our Nonqualified Deferred Compensation Plan under which participants may elect to defer all or a portion of their fees and RSU awards otherwise payable to them, and thereby defer taxation of these deferred amounts until actual payment of the deferral amounts in future years. The table below lists actual compensation paid to each of the Directors during 2018, other than Mr. Bienaimé, who is also an NEO. Mr. Bienaimé’s compensation is described under the Executive Compensation section of this Proxy Statement. Mr. Bienaimé received no additional compensation for serving on our Board in 2018.

Initial Award

As a result of the Board’s annual review of the Independent Director compensation program as described above, in September 2017, we also eliminated the initial equity award for new Directors, and now new Directors only receive an RSU grant on the same terms as the annual award, pro-rated to the nearest quarter for the time such new Director will serve prior to our next Annual Meeting of Stockholders. Prior to September 2017, each Independent Director was granted an initial equity grant valued at $550,000, based on the Black-Scholes model valuation using a three-month trailing average closing price of our common stock, with such valuation allocated forty percent (40%) to RSUs and sixty percent (60%) to stock options to purchase shares of our common stock on the date that such person first becomes an Independent Director. The shares of common stock subject to the initial stock option grant and the initial RSU grant vest annually over three years. The initial award amounts and vesting schedules were approved by the Board in June 2015.

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2018 INDEPENDENT DIRECTOR COMPENSATION

Name		Fees Earned ($)(1)			Stock Awards ($)(2)			Option Awards ($)(3)		Total ($)
Willard Dere, M.D.		82,500			396,159			–		478,659
Michael Grey		93,750	(4)		396,159	(4)		–		489,909
Elaine J. Heron, Ph.D.		104,500			396,159			–		500,659
Robert J. Hombach		96,750			396,159			–		492,909
V. Bryan Lawlis, Ph.D.		85,750			396,159			–		481,909
Alan J. Lewis, Ph.D.		93,750	(4)		396,159	(4)		–		489,909
Richard A. Meier		148,500			396,159			–		544,659
David E.I. Pyott, M.D. (Hon.)		83,750			396,159			–		479,909
Dennis J. Slamon, M.D., Ph.D.		82,500	(4)		396,159			–		478,659

(1)

Director fees are generally paid quarterly in arrears within four weeks after the close of a quarter. Accordingly, Director fees earned in the fourth quarter of 2018 were paid in early 2019.

(2)

The amounts in this column reflect the aggregate grant date fair market value computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (FASB ASC) Topic 718. The grant date fair market value of the annual RSU grants made on June 5, 2018 was $92.13 per share. The aggregate number of shares subject to RSU awards held by the Independent Directors listed in the table above as of December 31, 2018 was as follows:

	Name		RSU Awards
	Willard Dere, M.D.		5,180
	Michael Grey		4,300
	Elaine J. Heron, Ph.D.		4,300
	Robert J. Hombach		4,300
	V. Bryan Lawlis, Ph.D.		4,300
	Alan J. Lewis, Ph.D.		4,300
	Richard A. Meier		4,300
	David E.I. Pyott, M.D. (Hon.)		5,000
	Dennis J. Slamon, M.D., Ph.D.		4,300

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(3)

As described above, in September 2017, the Board modified the annual equity grant to be awarded in RSUs only, eliminating the stock option component. Accordingly, no stock options were granted to Directors during 2018. The aggregate number of shares subject to stock option awards (from stock option grants made prior to September 2017) held by the Independent Directors listed in the table above as of December 31, 2018 was as follows:

	Name		Stock Option Awards
	Willard Dere, M.D.		14,790
	Michael Grey		43,750
	Elaine J. Heron, Ph.D.		51,250
	Robert J. Hombach		–	(5)
	V. Bryan Lawlis, Ph.D.		68,400
	Alan J. Lewis, Ph.D.		36,250
	Richard A. Meier		51,250
	David E.I. Pyott, M.D. (Hon.)		13,230
	Dennis J. Slamon, M.D., Ph.D.		24,300

(4)	A portion of this amount or award, as applicable, was deferred pursuant to our Nonqualified Deferred Compensation Plan. A more detailed discussion of our nonqualified deferred compensation arrangements is provided under the heading “Nonqualified Deferred Compensation Plan” in this Proxy Statement.
(5)	Mr. Hombach joined the Board after the September 2017 Board action described above, so all of his equity awards have been made in RSUs only and he has not been granted any stock options.

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Proposal No. Two: Ratification of the Selection of the Independent Registered Public Accounting Firm for BioMarin

The Audit Committee has selected KPMG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 and has further directed that management submit the selection of the independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. KPMG has served as our independent registered public accounting firm since June 11, 2002. Representatives of KPMG plan to attend the Annual Meeting and will be available to answer appropriate questions from stockholders and, although they do not expect to do so, they will have the opportunity to make a statement if they so desire.

Neither the Company’s Bylaws nor other governing documents or law require stockholder ratification of the selection of KPMG as the Company’s independent registered public accounting firm. However, the Board is submitting the selection of KPMG to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain KPMG. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interest of the Company and its stockholders.

Independent Registered Public Accounting Firm

The following is a summary of the fees and services provided by KPMG to the Company for fiscal years 2018 and 2017.

Description of Services Provided by KPMG LLP		Year Ended December 31, 2018				Year Ended December 31, 2017
Audit Fees:		$	2,133,059	(1)		$	1,798,279	(1)
Audit Related Fees: These services relate to assurance and related services reasonably related to the performance of the audit or review of financial statements not included in Audit Fees above.		$	15,000	(2)		$	157,423	(2)
Tax Fees: These services relate to the preparation of federal, state and foreign tax returns and other filings, as well as to the area of tax strategy and minimizing Federal, state, local and foreign taxes.		$	73,184	(3)		$	60,000	(3)
All Other Fees:		$	19,744	(4)		$	6,760	(4)
Total Fees:		$	2,240,987			$	2,022,462

(1)	Includes fees for non-routine transactions.
(2)	Reflects fees for assurance services related to a subsidiary pension plan and company financing activities.
(3)	Reflects fees for tax consulting and development of meals and entertainment tax deduction methodologies.
(4)	Reflects fees for assurance services not reasonably related to the performance of the audit or review the Company’s financial statements and fees for non-audit services provided in relation to the conversion of our statutory filings to extensible Business Reporting Language (xbrl) as required by HM Revenue and Customs in the United Kingdom.

The Audit Committee has the sole authority to approve the scope of the audit and any audit related services as well as all audit fees and terms. The Audit Committee must pre-approve any audit and non-audit services provided by our independent registered public accounting firm. The Audit Committee will not approve the engagement of the independent registered public accounting firm to perform any services that the independent registered public accounting firm would be prohibited from providing under applicable securities laws, Nasdaq requirements or Public Company Accounting Oversight Board rules. In assessing whether to approve the use of our independent registered public accounting firm to provide permitted non-audit services, the Audit Committee strives to minimize relationships that could appear to impair the objectivity of our independent registered public accounting firm. The Audit Committee will approve permitted non-audit services by our independent registered public accounting firm only when it will be more effective or economical to have such services provided by our independent registered public accounting firm than by another firm.

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Proposal No. Two: Ratification of the Selection of the Independent Registered Public Accounting Firm for BioMarin

The Audit Committee annually reviews and pre-approves the statutory audit fees that can be provided to the independent registered public accounting firm. Any proposed services exceeding pre-set levels or amounts requires separate pre-approval by the Audit Committee, although our Chief Financial Officer and Chief Accounting Officer can approve up to an additional $100,000 in the aggregate for global statutory audits. In addition, any pre-approved services for which no pre-approved cost level has been set or which would exceed the pre-approved cost by an amount that would cause the aggregate $100,000 amount to be exceeded must be separately pre-approved by the Audit Committee.

The Audit Committee has delegated pre-approval authority to the Chair of the Audit Committee within the guidelines discussed above. The Chair of the Audit Committee is required to inform the Audit Committee of each pre-approval decision at the next regularly scheduled Audit Committee meeting.

All the services provided by KPMG during 2018 were pre-approved in accordance with this policy.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL NO. TWO.

Report of the Audit Committee of the Board of Directors⁽¹⁾

The Audit Committee has reviewed and discussed the audited financial statements of the Company with management of the Company. In addition, the Audit Committee has discussed with KPMG the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (PCAOB). The Audit Committee has received from KPMG the written disclosures and the letter required by applicable requirements of the PCAOB regarding KPMG’s communications with the Audit Committee concerning independence and has discussed with KPMG the independence of KPMG from the Company and its management. Based on the foregoing, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2018.

Respectfully submitted on February 25, 2019 by the members of the Audit Committee of the Board of Directors:

Robert J. Hombach, Chair
Elaine J. Heron, Ph.D.
Richard A. Meier
V. Bryan Lawlis, Ph.D.

(1)

The material in this report is not deemed “soliciting material,” is not deemed “filed” with the SEC, is not subject to Regulation 14A or 14C or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), and is not to be incorporated by reference into any filing of BioMarin under the Securities Act of 1933, as amended (the Securities Act), or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

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Executive Officers

The following table sets forth certain information concerning our executive officers as of March 15, 2019.

Name		Age		Position with BioMarin
Jean-Jacques Bienaimé		65		Chief Executive Officer
Jeff Ajer		56		Executive Vice President and Chief Commercial Officer
Robert A. Baffi, Ph.D.		64		Executive Vice President of Technical Operations
G. Eric Davis		48		Executive Vice President, General Counsel and Secretary
Henry J. Fuchs, M.D.		61		President of Worldwide Research & Development
Brian R. Mueller		45		Senior Vice President, Finance and Chief Accounting Officer
Daniel Spiegelman		60		Executive Vice President and Chief Financial Officer

There are no family relationships among any of our Directors and any of our executive officers. The biographical information for Mr. Bienaimé is set forth above under “Proposal No. One: Election of Directors Nominees for Director.”

JEFF AJER Joined BioMarin in August 2005 Executive Vice President and Chief Commercial Officer

Jeff Ajer joined BioMarin in August 2005 and currently serves as our Executive Vice President and Chief Commercial Officer. From October 2012 to January 2014, Mr. Ajer served as our Senior Vice President and Chief Commercial Officer. From April 2009 to October 2012, Mr. Ajer served as our Vice President, Commercial Operations, The Americas, where he had responsibility for commercial operations throughout the Americas and led product marketing, reimbursement, and sales operations for BioMarin. Prior to joining BioMarin, Mr. Ajer served in various roles at Genzyme Corporation (Genzyme) beginning in November 2003 and lastly as Vice President, Global Transplant Operations from December 2004 to August 2005. Mr. Ajer’s experience prior to Genzyme includes roles in sales, marketing and operations at SangStat Medical Corporation and ICN Pharmaceuticals, Inc. Mr. Ajer received both a B.S. in chemistry and an M.B.A. from the University of California, Irvine. Mr. Ajer is currently a Director of Nektar Therapeutics, a public biopharmaceutical company.

ROBERT A. BAFFI, Ph.D. Joined BioMarin in May 2000 Executive Vice President of Technical Operations

Robert A. Baffi, Ph.D., joined BioMarin in May 2000 and currently serves as our Executive Vice President of Technical Operations, responsible for overseeing our manufacturing, process development, quality, and analytical chemistry departments. From 2000 to December 2009, Dr. Baffi served as our Senior Vice President of Technical Operations and from 1986 to 2000, Dr. Baffi served in a number of increasingly responsible positions at Genentech, Inc., primarily in the functional area of quality control. Prior to Genentech, Dr. Baffi worked for Cooper BioMedical as a Research Scientist and at Becton Dickinson Research Center as a Post-Doctoral Fellow. Dr. Baffi has contributed to more than 20 regulatory submissions for product approval in the United States and Europe and to more than 50 regulatory submissions for investigational new drug testing. He currently serves on the board for the National Institute for Bioprocessing Research & Training. Dr. Baffi received a Ph.D., M. Phil and a B.S. in biochemistry from the City University of New York and an M.B.A. from Regis University.

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Executive Officers

G. ERIC DAVIS Joined BioMarin in March 2004 Executive Vice President, General Counsel and Secretary

G. Eric Davis joined BioMarin in March 2004 and currently serves as our Executive Vice President, General Counsel and Secretary. From December 2005 to March 2016, Mr. Davis served as our Senior Vice President, General Counsel and Secretary and from 2004 to December 2005, Mr. Davis served as our Vice President, General Counsel and Secretary. From 2000 to 2004, Mr. Davis worked in the San Francisco office of Paul Hastings LLP (formerly Paul, Hastings, Janofsky & Walker LLP), where he served on the firm’s national securities practice committee. Mr. Davis has represented public and private companies and venture capital and investment banking firms in a wide range of corporate and securities matters, mergers and acquisitions, strategic alliance matters, and intellectual property-related business transactions. His experience involves a variety of industries, including biotechnology and life sciences. Mr. Davis received a B.A. in political economy from the University of California, Berkeley, and a J.D. from the University of San Francisco School of Law.

HENRY J. FUCHS, M.D., Joined BioMarin in March 2009 President of Worldwide Research & Development

Henry J. Fuchs, M.D., joined BioMarin in March 2009 and currently serves as our President of Worldwide Research & Development. From December 2009 to October 2016, Dr. Fuchs served as our Executive Vice President and Chief Medical Officer. From March 2009 to December 2009, Dr. Fuchs served as our Senior Vice President and Chief Medical Officer. From September 2005 until December 2008, Dr. Fuchs served as Executive Vice President and Chief Medical Officer for Onyx Pharmaceuticals Inc., a biopharmaceutical company. Dr. Fuchs served as Chief Executive Officer of Ardea Biosciences, Inc. from January 2003 until June 2005. Dr. Fuchs first joined Ardea Biosciences, Inc. as Vice President, Clinical Affairs in October 1996 and was appointed President and Chief Operating Officer in November 2001. From 1987 to 1996, Dr. Fuchs held various positions at Genentech, Inc. where, among other responsibilities, he led the clinical program that resulted in the approval of Pulmozyme, a therapeutic for cystic fibrosis. Dr. Fuchs was also responsible for the Phase III development program that led to the approval of Herceptin to treat metastatic breast cancer. Dr. Fuchs received an M.D. degree from George Washington University and a B.A. degree in biochemical sciences from Harvard University. Dr. Fuchs is currently a Director of Mirati Therapeutics, Inc., a public biopharmaceutical company, and Genomic Health, Inc., a public molecular diagnostics company.

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Executive Officers

BRIAN R. MUELLER Joined BioMarin in December 2002 Senior Vice President, Finance and Chief Accounting Officer

Brian Mueller joined BioMarin in December 2002 and currently serves as our Senior Vice President, Finance and Chief Accounting Officer. He has served as our Chief Accounting Officer since March 2011. From March 2014 to August 2016, Mr. Mueller served as our Group Vice President, Corporate Controller and from March 2009 to March 2014, Mr. Mueller served as our Vice President, Corporate Controller. Mr. Mueller is a member of the board of Directors of Anthera Pharmaceuticals, Inc., a biopharmaceutical company where he also served as Chairman of the Audit Committee. Prior to joining BioMarin in 2002, Mr. Mueller worked for KPMG as a senior manager in the firm’s audit practice. Mr. Mueller joined KPMG after Arthur Andersen LLP ceased operations in June 2002, prior to which he spent seven years with Arthur Andersen LLP in the firm’s audit and business advisory services practice. Mr. Mueller received a B.S. in Accountancy from Northern Illinois University in DeKalb, Illinois, and is a member of the American Institute of Certified Public Accountants.

DANIEL SPIEGELMAN Joined BioMarin in May 2012 Executive Vice President and Chief Financial Officer

Daniel Spiegelman joined BioMarin in May 2012 and currently serves as our Executive Vice President and Chief Financial Officer. From May 2009 until May 2012, Mr. Spiegelman served as a consultant to provide strategic financial management support to a portfolio of public and private life science companies. From 1998 to 2009, he served as Senior Vice President and Chief Financial Officer of CV Therapeutics, Inc. where he was responsible for finance, accounting, investor relations, business development, and information systems. From 1991 to 1998, Mr. Spiegelman served in various roles at Genentech, Inc., most recently as Treasurer. He received a B.A. from Stanford University and an M.B.A. from the Stanford Graduate School of Business.

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Proposal No. Three: Advisory Vote on Executive Compensation

The Company’s stockholders are entitled to vote to approve, on a non-binding advisory basis, the compensation of the Company’s NEOs as disclosed in this Proxy Statement in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), Section 14A of the Exchange Act, and SEC rules (commonly known as the “say-on-pay” vote). This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Company’s NEOs and the philosophy, policies and practices described in this Proxy Statement. At the 2017 Annual Meeting, consistent with the Company’s recommendation, stockholders holding a majority of our shares voted to recommend that the Company hold an annual advisory vote on the compensation of the NEOs. The Company has acted in accordance with the 2017 vote by including this proposal and intends to continue to hold an annual advisory vote on NEO compensation.

The compensation of the Company’s NEOs subject to the vote is disclosed in the “Compensation Discussion and Analysis,” compensation tables, and related narrative disclosure contained in this Proxy Statement. The Company’s compensation philosophy is to provide competitive overall compensation that attracts and retains top performers and aligns their interests with those of our stockholders. To achieve these goals, our compensation program is structured to:

●	provide total compensation and compensation elements that are competitive with companies with which we compete for talent;
●	provide a mix of compensation that offers (i) a market competitive base salary, (ii) annual incentive compensation based on achieving defined corporate goals within 12 months, and (iii) the opportunity to share in the long-term growth of our company through equity compensation; and
●	reward exceptional performance by individuals.

Accordingly, the Board is asking the stockholders to indicate their support for the compensation of the Company’s NEOs as described in this Proxy Statement by casting a non-binding advisory vote “FOR” the following resolution:

“RESOLVED, that the Company’s stockholders hereby approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and narrative discussion and any related material.”

The “Compensation Discussion and Analysis” section of this Proxy Statement contains more details on the Company’s executive compensation; we urge you to read it carefully before casting your vote on this proposal. Because the vote is advisory, it is not binding on the Company, the Board or the Compensation Committee of the Board. Nevertheless, the views expressed by our stockholders, whether through this vote or otherwise, are important to our management, the Board and the Compensation Committee. Our management, the Board and Compensation Committee intend to consider the results of this vote in making decisions about executive compensation arrangements and the Company’s executive compensation principles, policies and procedures.

Advisory approval of this proposal requires support of a majority of votes cast by the holders of shares present in person or represented by proxy and entitled to vote at the Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL NO. THREE.

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Letter from our Compensation Committee

Dear BioMarin Pharmaceutical Inc. Stockholder:

As members of the Board’s Compensation Committee, we are responsible for and committed to developing an executive compensation program that attracts, motivates and retains key executives critical to the success of our business and the creation of long-term stockholder value. Our compensation program is structured to remain competitive with the companies with which we compete for talent, balance short- and long-term perspectives, reward exceptional individual and corporate performance and closely align the interests of our executives with those of our stockholders.

BioMarin has had great success in recent years, from both a financial and development perspective. Our revenues continued to climb, nearly doubling from $749 million for fiscal year 2014 to just under $1.5 billion for fiscal year 2018. In each of the last two years we have added a new product to our commercial portfolio, and our development pipeline continues to produce exciting potential therapies like valoctocogene roxaparvovec for severe hemophilia A and vosoritide for achondroplasia, among others.

We recognize that our stock price has not always reflected the success of the Company, and at times, executive compensation has not closely tracked stockholder experience. Aside from certain factors specific to BioMarin, our stock price has also been negatively impacted by risks facing the biotechnology industry as a whole, like the worldwide debate surrounding drug pricing and healthcare reform. We considered these factors when designing the 2019 compensation program.

In 2018, we increased our stockholder engagement efforts to seek feedback on a number of topics, with a specific focus on our executive compensation program. Despite having the support of nine of our top ten stockholders⁽¹⁾, our last say-on-pay vote received support of only 56% of the votes cast. Our Lead Independent Director, Richard Meier, participated in a number of the calls with our stockholders, and feedback from these discussions was relayed to the Compensation Committee and full Board. We listened carefully to our stockholders, and we changed our governance and compensation practices in direct response to their feedback. These changes are summarized below, and more complete descriptions are included in the section of this Proxy Statement titled “Proxy Overview—Stockholder Engagement,” and in the “Compensation Discussion and Analysis” section that follows this letter.

●	Increased performance-based pay: Starting with the equity grants made in March 2019, performance-based RSUs as a percentage of total long-term equity compensation increased significantly. Now, 50% of long-term equity compensation is denominated in performance-based RSUs.
●	Enhanced alignment of pay and stockholder experience: As of March 2019, 50% of the performance-based RSUs will be earned based on relative total shareholder return (TSR) performance over a three-year period. We expect that by the 2020 annual equity grant, 100% of our performance-based RSU grants will use a three-year performance period.
●	Improved transparency for the annual cash incentive program: Beginning with this Proxy Statement, we will provide more details regarding the development goals for each clinical and pre-clinical program underlying the annual cash incentive program.

We take our stockholders’ feedback very seriously, and our hope is that investors will see the changes we made based on their recent feedback as a move in the right direction and proof that we value their opinions. We look forward to ongoing discussions with our stockholders and continuing to help BioMarin move forward with the support of its investors.

Michael Grey (Chair)	Robert J. Hombach	Alan J Lewis, Ph.D.	David E.I. Pyott, M.D. (Hon.)

1	One of our top ten stockholders indicated to us that they supported the say-on-pay proposal; however, the stockholder did not cast its vote due to technical problems with its systems.

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Executive Compensation

Compensation Discussion and Analysis

The following Compensation Discussion and Analysis provides information about our 2018 compensation program for our NEOs: the individuals who served as our principal executive officer and principal financial officer and the three other most highly-compensated executive officers as of December 31, 2018. Each NEO’s compensation is set forth in the “Summary Compensation Table” and other compensation tables included in this Proxy Statement. Our NEOs for fiscal year 2018 are:

●	Jean-Jacques Bienaimé, Chief Executive Officer;
●	Daniel Spiegelman, Executive Vice President and Chief Financial Officer;
●	Jeff Ajer, Executive Vice President and Chief Commercial Officer;
●	Robert Baffi, Executive Vice President, Technical Operations; and
●	Henry Fuchs, President of Worldwide Research & Development.

The Compensation Committee believes that our executive compensation program is designed to achieve our primary goal of providing appropriate incentives to attract and retain the executive talent necessary to advance our business of developing and commercializing innovative biopharmaceuticals for serious diseases and medical conditions and to increase stockholder value. The Compensation Committee also believes that our executive compensation program is appropriate in that it both encourages executive officers to work for meaningful stockholder return and reflects our pay-for-performance philosophy, without encouraging our executive officers to assume excessive risks.

2018 Business Highlights

In 2018, we achieved nearly $1.5 billion in total revenues and also reduced our GAAP Net Loss, while we concurrently made important advancements in our pipeline programs.

Our key accomplishments in 2018 included:

REVENUE			VIMIZIM SALES
14% growth			17% growth
Achieving 14% growth in total BioMarin revenue compared to 2017, increasing from $1.31 billion to $1.49 billion			Achieving 17% in revenue growth from Vimizim sales, recording $482 million in 2018 compared to $413 million in 2017
VALOCTOCOGENE ROXAPARVOVEC PROGRAM			DEVELOPMENT PIPELINE
Completing enrollment of the initial cohort of patients in the Phase 3 program that would be included in a potential accelerated submission to the U.S. Food and Drug Administration (FDA)
			Advancing our product development pipeline, which includes multiple clinical compounds for the treatment of various rare diseases, such as valoctocogene roxaparvovec for severe hemophilia A and vosoritide for achondroplasia
PALYNZIQ APPROVAL AND U.S. LAUNCH
Palynziq, our seventh commercial product, was approved by the FDA in May 2018, and we began shipping the product in the U.S. in the third quarter of 2018

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Executive Compensation

Stock Performance

The 2018 accomplishments described above and other accomplishments over recent years have contributed to the creation of significant long-term value for our stockholders. Our strong performance is reflected in the long-term appreciation of our stock price, which increased 21% over the most recent five completed years, from $70.35 as of December 31, 2013 to $85.15 as of December 31, 2018. For more information, see Part II, Item 5, “Performance Graph” in our Form 10-K for the year ended December 31, 2018, as filed with the SEC on February 28, 2019.

CEO Pay Movement and TSR

As shown below, in recent years the CEO’s total compensation has moved slightly lower while TSR has remained positive.

TSR VS. CEO TOTAL COMPENSATION

(1)	Total Shareholder Return (TSR) assumes $100.00 invested at the close of trading on December 31, 2016, and the reinvestment of dividends.
(2)	CEO Total Compensation (in millions) is set forth in the “Summary Compensation Table” of the Proxy Statement for the applicable fiscal year and is based on the amounts in such table, including the “Target Payout” amounts in the applicable footnotes to such tables.

Recent Say-on-Pay Vote and Stockholder Feedback

Our stockholders’ views and opinions on our executive compensation practices are extremely important to us. As a steward of good corporate governance, our Compensation Committee evaluates the design of our executive compensation program based on market conditions, stockholder views, and other governance considerations. We regularly engage with our stockholders through open dialogue and direct individual communication on topics related to the business, financial performance, corporate governance, and compensation of the Company. For details regarding our stockholder outreach efforts specific to 2018, please see the “Proxy Overview—Stockholder Engagement.” Stockholder feedback is important, and the information we glean from these engagements is highly valued. In recent years, the Compensation Committee considered this feedback in increasing the performance-based RSU component in the annual equity grants from 0% in 2014 to 30% of the total equity grant value in 2017 and 2018 (up from 20% and 25% in 2015 and 2016, respectively).

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Executive Compensation

As discussed elsewhere in this Proxy Statement, at our 2018 Annual Meeting, our stockholders approved the compensation of our NEOs with only 56% of total votes cast in support of the proposal. Although our say-on-pay proposal received support of the majority of shares held by the voting stockholders and nine of our top ten stockholders⁽¹⁾, we were disappointed with the overall vote result. Before the 2018 say-on-pay vote, our recent say-on-pay proposals passed with margins in the high-80% and 90% ranges. As a result of the most recent say-on-pay vote result and feedback we received from stockholders during 2018, we changed our compensation practices as described below:

Solution: We significantly increased the portion of performance-based restricted stock units (RSUs) as a percentage of total long-term equity compensation. ●The allocation of equity awards changed from 40% stock options, 30% service-based RSUs, and 30% performance-based RSUs to 25% stock options, 25% service-based RSUs, and 50% performance-based RSUs. ●Effective Date: Beginning with equity grants made in March 2019.	Feedback Addressed More of long-term compensation should be performance-based, rather than time-based.
	Purpose of Change Further tie compensation to performance of the Company.
Solution: 50% of performance-based RSUs will be earned based on relative total shareholder return (TSR). ●Instead of all performance-based RSUs being earned based on revenue achievement, 50% will be earned based on the percentile of the Company’s relative TSR performance as compared to companies that make up the NASDAQ Biotechnology Index. ●Effective Date: Beginning with equity grants made in March 2019.	Feedback Addressed ●Realized compensation has not always closely correlated to stockholder experience. ●Revenue determines a large proportion of short-term performance-based compensation (30% weight in annual cash incentive program), so revenue should not also determine long-term performance-based compensation.
	Purpose of Change ●More closely align realized compensation with stockholder return. ●Further focus management on goals other than revenue growth that may also drive stockholder value.
Solution: The TSR metric underlying the new performance-based RSU program will be measured using a three-year period. ●Prior to this change, all performance-based RSUs were based on one-year revenue performance. ●Effective Date: Beginning with equity grants made in March 2019. ●We expect that by the 2020 annual equity grant, 100% of our performance-based RSU grants will use a three-year performance period.	Feedback Addressed More of the performance-based compensation should be earned over a longer period.
	Purpose of Change Further incentivize long-term performance and tie compensation to achievement of long-term goals; encourage retention of key employees.
Solution: We included more information in this proxy statement regarding the annual cash incentive program. ●We provided significantly more details regarding the development goals for each clinical and pre-clinical program underlying the annual cash incentive program. ●Effective Date: The date of this proxy statement.	Feedback Addressed More details should be provided regarding the development goals underlying the annual cash incentive program.
	Purpose of Change Increase transparency in determining amounts earned under the annual cash incentive program and explain the philosophy behind the program’s design.

1	One of our top ten stockholders indicated to us that they supported the say-on-pay proposal; however, the stockholder did not cast its vote due to technical problems with its systems.

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Highlights of Compensation Policies and Practices

Our Compensation Committee and Board have implemented compensation policies and practices designed to enhance governance of our executive compensation program and to further our compensation objectives. These policies and practices include:

Annual Advisory Say-on-Pay Vote		Our Board elected to hold an annual advisory say-on-pay vote. The Compensation Committee considers the outcome of the advisory vote in making compensation decisions.
Compensation Committee Oversight; Executive Sessions		The Compensation Committee regularly meets in executive sessions without management present.
Updated Equity Incentive Plan Features		Our 2017 Plan, which the stockholders approved at our 2017 Annual Meeting, contains a number of features that represent good corporate governance, including a limit on non-employee Director compensation and restrictions on payment of dividends, among other stockholder-favorable features.
Independent Compensation Committee		The Compensation Committee is composed solely of Independent Directors.
Independent Compensation Consultant		The Compensation Committee has engaged an independent compensation consultant for advice on topics related to the Board and NEO compensation. The independent compensation consultant reports directly to the Compensation Committee, which has sole authority to direct the consultant’s work.
Policy Against Tax Gross-Ups		In March 2015, the Compensation Committee formally adopted a policy against granting tax gross-ups to executives going forward. In December 2016, our CEO voluntarily forfeited his right to income tax gross-up payments in connection with a change in control as provided in his then-current employment agreement.
Policy for Recoupment of Incentive Compensation (Clawback Policy)		Our Policy for Recoupment of Incentive Compensation (Clawback Policy) provides for the recoupment by us of certain 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. The Clawback Policy can be found in the Corporate Governance section of the Investors section of our website at www.bmrn.com. Information on our website is NOT incorporated by reference in this Proxy Statement.
Prohibition Against Hedging and Pledging of Securities		Our trading policy prohibits executives from engaging in short sales, transactions in put or call options, hedging transactions or other speculative transactions in our stock or engaging in excessive margin activities.
Prohibition on Stock Option Repricing		Our equity incentive plans prohibit stock option repricing without stockholder approval.

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Executive Compensation

Risk Management		Our executive compensation policies are structured to discourage inappropriate risk-taking by our executives. The Compensation Risk Assessment discussion below describes the Compensation Committee’s assessment that the risks arising from our company-wide compensation programs are reasonable and not likely to have a material adverse effect on BioMarin and that the programs are in the best interests of stockholders.
Securities Trading Policy		We maintain a comprehensive securities trading policy which provides, among other things, that our employees who possess material non-public information may not disclose, or trade while in possession of, such information or buy or sell our securities during any designated blackout period. Individuals classified as “Designated Insiders” (which include our NEOs) may not buy or sell our securities at any time without prior approval, except for sales under approved Rule 10b5-1 trading plans.
Stock Ownership Guidelines		We have established stock ownership guidelines for our executives to increase the link between the interests of executives and those of stockholders.
Transparent Equity Granting Process and Practices		The Compensation Committee grants equity awards annually to eligible employees according to a regular, pre-set schedule.

Compensation Risk Assessment

We believe that risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on the Company. In addition, the Compensation Committee believes that the mix and design of the elements of executive compensation do not encourage management to assume excessive risks.

The Compensation Committee, with assistance of its independent compensation consultant, extensively reviewed the elements of executive compensation to determine whether any portion of executive compensation encouraged excessive risk taking and concluded:

●	significant weighting toward long-term incentive compensation discourages short-term risk taking;
●	for most employees, base salary makes up a significant portion of compensation;
●	the mix of short-term and long-term compensation (base salary, annual cash incentive, equity grants) is consistent with industry norms;
●	goals are appropriately set to avoid targets that, if not achieved, result in a large percentage loss of compensation;
●	the prohibition on hedging or pledging of our stock and the Recoupment Policy (Clawback Policy) discourage short-term and excessive risk taking; and
●	stock ownership guidelines discourage excessive risk taking.

Furthermore, as described in the “Compensation Discussion and Analysis” section of this Proxy Statement, compensation decisions include subjective considerations to moderate the affects that formulae or objective factors might have on excessive risk taking.

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Table of Contents

Executive Compensation

Compensation Objectives and Philosophy

We believe that the leadership of our executive team has been instrumental to our success in 2018 and prior years, and that an executive compensation program that attracts, motivates and retains key executives is critical to the success of our business and to creating long-term stockholder value. Our compensation program is structured to achieve the following main objectives:

Market Competitiveness and Retention		Balance Between Short- and Long-Term Perspectives		Pay-for-Performance		Stockholder Alignment
Provide total compensation and compensation elements that are competitive with companies with which we compete for talent		Balance short- and long-term perspectives by including a mix of compensation that includes: base salary, annual cash incentives based on achieving short-term corporate goals, and opportunities to share in long-term company growth through equity compensation		Reward executives for exceptional individual and corporate performance		Closely align the interests of executive officers with those of our stockholders

To realize these objectives, we use a balance of compensation elements and benefits, which are summarized in the table below and discussed in detail under “Elements of Compensation Package.” The focus of our compensation program is on total direct compensation opportunity (base salary, annual incentive compensation and long-term incentive compensation), with an explicit role for each element.

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

The Compensation Committee considered each of our compensation objectives in determining the 2018 compensation of our NEOs, as discussed in greater detail below. We provide our NEOs with competitive annual cash compensation in the form of salary and annual incentives but believe that a majority of our NEO compensation should be earned through long-term, equity-based incentives. Our focus on long-term, equity-based incentives is appropriate because of the lengthy time period required to develop pharmaceutical products, as well as the time required for pharmaceutical products to obtain regulatory approval on a worldwide basis and to reach peak sales.

The Compensation Committee focuses on providing NEOs and other executive officers with competitive compensation based on a variety of factors, including the experience of the NEO, competitive market data and individual and corporate performance. Executive pay is not targeted to a specific market percentile. The Compensation Committee and the Board believe that this approach can efficiently set NEO compensation to appropriately compensate each individual based on his or her skill and performance and/or expected future contribution to the Company’s business, and the performance of the Company as a whole.

In 2018, the compensation of our Chief Executive Officer, Mr. Bienaimé and the other NEOs consisted primarily of performance-based cash compensation and long-term incentives. For 2018, at risk, performance-based compensation (annual cash incentives and equity awards, measured at target achievement) accounted for 93% of the total direct compensation of our Chief Executive Officer and 88% of the average total direct compensation of our other NEOs. In addition, during 2018, 82% of the total direct compensation of our Chief Executive Officer and 77% of the average total direct compensation of our other NEOs was delivered through long-term incentives (stock option awards and RSUs).

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CEO TOTAL COMPENSATION MIX IN 2018⁽¹⁾

OTHER NEOs’ TOTAL COMPENSATION MIX IN 2018⁽¹⁾⁽²⁾

(1)

Each percentage is calculated as a percentage of total compensation set forth in the “Summary Compensation Table” in this Proxy Statement and is based on the amounts in such table, including the “Target Payout” amounts in footnote (2) to such table. The amounts under “All Other Compensation” in the “Summary Compensation Table” in this Proxy Statement are not represented in the chart because such amounts as a percentage of total compensation round down to zero. Certain percentages are rounded up or down by less than 1% so that totals equal 100%.

(2)

Percentages are calculated based on the sum of all other NEOs’ compensation.

Compensation Adjustments

Each year, the Compensation Committee conducts a comprehensive analysis of the compensation program to ensure it provides competitive compensation necessary to attract and retain qualified executives, while focusing on the qualification and performance of individual executives and the performance of the Company as a whole. We generally review our compensation practices annually at several meetings of the Compensation Committee and the Board. To ensure independence and candid communication, the Compensation Committee regularly meets with the Compensation Consultant in executive sessions without management present.

Peer Group Process

The Compensation Committee, with the support of the Compensation Consultant and management, reviews trends in biotechnology 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, which are necessary to drive long-term stockholder value.

The list of peer group companies is based on various factors including size, market capitalization, development stage, product revenue and product focus. The 2018 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 $500 million and $3.0 billion

located predominantly in major biotechnology centers

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The Compensation Committee sets the ranges for the criteria to ensure that it will capture a broad set of companies. The Compensation Committee believes that this provides the best long-term trend data and minimizes year-to-year changes caused by excessive numbers of companies being added or removed due to acquisitions or product successes or failures or other major corporate events. The following table presents the peer group used in 2018 (the 2018 Peer Group), which is unchanged from the 2017 and 2016 peer groups (other than the elimination of Medivation, Inc., which was acquired by Pfizer Inc. in 2016).

Alexion Pharmaceuticals, Inc.	Incyte Corporation	Seattle Genetics, Inc.
Alkermes plc	Ionis Pharmaceuticals	Shire plc
Alnylam Pharmaceuticals, Inc.	Jazz Pharmaceuticals plc	United Therapeutics Corporation
Endo International plc.	Regeneron Pharmaceuticals, Inc.	Vertex Pharmaceuticals Incorporated

The Compensation Committee deliberately did not include in the 2018 Peer Group any companies outside the biotechnology and specialty pharmaceutical industries, such as contract research organizations and scientific instrument and materials manufacturing and testing companies. Those companies were excluded for the following reasons:

their business models are very different from biotechnology companies like BioMarin

they lack the growth and risk profiles of companies in the biotechnology and specialty pharmaceutical industries

they do not share common financial and operational characteristics of biopharmaceutical companies (for example, high gross margins and significant R&D expenses)

As shown below, when comparing BioMarin against the companies making up its 2018 Peer Group, our employee count is at the 75th percentile, our revenue falls between the 25th percentile and median, our market capitalization is positioned between the median and the 75th percentile, and our TSR over the most recent 1, 3 and 5 years is above the median.

		Employees		Revenue (in millions)		Market Capitalization (in millions)		1-Year TSR		3-Year TSR (annualized)		5-Year TSR (annualized)
75th Percentile		2,847		$3,860		$35,719		4%		-1%		6%
50th Percentile (Median)		1,834		$1,886		$8,276		-7%		-10%		1%
25th Percentile		1,124		$765		$5,402		-31%		-19%		-5%
BioMarin		2,849		$1,491		$15,162		-5%		-7%		4%
BioMarin Percentile Rank		75%		36%		63%		56%		57%		59%

The Compensation Committee also reviews the compensation levels and disclosed program design for executives of Amgen, Inc., Biogen Inc., Celgene Corporation, and Gilead Sciences, Inc., as we regularly compete with these companies for employees, particularly for senior positions. However, we generally do not use compensation data from these companies in making pay decisions that directly impact the Chief Executive Officer or other NEO positions because these companies’ revenues and market capitalizations are significantly higher than BioMarin’s.

After the list of peer companies is approved, management presents the Compensation Committee with recommendations regarding proposed adjustments to compensation elements and a variety of supporting data, including compensation information from the peer group and the Radford Global Life Sciences Compensation survey and additional survey sources from the Compensation Consultant. This is presented individually for each executive officer, including the NEOs, and based on classes of positions for all other employees. Management and the Compensation Consultant each include significant supporting data with the presentation. These recommendations are discussed with and without management present and are discussed with the Compensation Consultant. The Compensation Committee then determines what, if any, adjustments to the compensation elements are appropriate for employees other than the Chief Executive Officer.

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The Compensation Committee also reviews market information provided by the Compensation Consultant, considers the Chief Executive Officer’s performance and experience and makes recommendations for adjustments to the Chief Executive Officer’s compensation. These discussions are conducted in executive sessions without involvement by management. The Compensation Committee then presents the recommendations for the Chief Executive Officer to the Board for consideration and approval. The Board must approve each of the Chief Executive Officer’s individual compensation elements.

Elements of 2018 Compensation

Our executive compensation program consists of the following three principal components:

The Compensation Committee establishes a mix of current, short-term and long-term incentive compensation, and cash and non-cash compensation, that it believes is appropriate to achieve the goals of our executive compensation program and our corporate objectives as described above. Generally, the percentage of compensation at risk, either in the form of annual cash incentive or equity compensation, is higher for more senior employees than for those with more limited responsibility, with our executive officers having the highest percentage of their total compensation at risk and allocated to equity compensation. We believe this is appropriate as the more senior employees have more influence over whether we achieve our strategic imperatives and long-term goals. In early 2019, we continued our move to enhance the link between pay and performance by increasing the proportion of performance-based equity we grant from 30% to 50% of the total equity grants for our NEOs, as shown in the graph below.

2014 TO 2019: INCREASING NEO PERFORMANCE-BASED EQUITY AWARDS

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Base Salary

General Principles

We provide base salaries to our NEOs to compensate them with a fair and competitive base level of compensation for services during the year. Base salaries for our NEOs are intended to be competitive with those of other individuals in similar positions at the companies with which we compete for talent, taking into consideration that certain of our executive officers have differing scopes of responsibilities than the market data positions. Base salaries are initially based on individual experience, skills and expected contributions, the Compensation Committee’s understanding of what executives in similar positions at other peer companies are paid and negotiations with certain executives during the hiring process.

The base salary of each NEO is reviewed annually and may be adjusted to reflect market conditions, the NEO’s performance during the prior year, the financial position of the Company and any change in scope of an NEO’s responsibilities. We believe that a competitive base salary is a necessary element of any compensation program that is designed to attract and retain talented and experienced executives. We also believe that attractive base salaries can motivate and reward executives for their overall performance.

Merit-based increases in base salary for all of our executive officers, other than our Chief Executive Officer, are approved by the Compensation Committee based on a recommendation from the Chief Executive Officer. Any merit-based increase in base salary for our Chief Executive Officer is approved by the Board and based on an assessment of his performance and a recommendation by the Compensation Committee and a review by the Compensation Committee of the base salary of chief executive officers in our peer group.

2018 and 2019 Salaries

In reviewing our 2017 performance and its impact on salary increases in 2018, the Compensation Committee considered: our efforts in advancing our development programs, particularly our achievements in gaining regulatory approval of Brineura, advancing Palynziq, valoctocogene roxaparvovec and vosoritide, and our continued revenue growth and expense control. The Compensation Committee also considered budget constraints as we continue to aggressively invest our cash flow from operations into our development programs, and the competitive market for recruiting and retaining top talent in our industry. Each NEO is also individually evaluated based on tenure, performance and other factors specific to the NEO. Based on the Company’s 2017 performance, in December 2017, the Board and Compensation Committee approved the 2018 salary adjustments for our NEOs as shown below, which became effective in March 2018.

In addition, based on the Company’s strong 2018 performance as outlined in “2018 Business Highlights” above, including achieving $1.49 billion in total revenues, increasing non-GAAP income and narrowing GAAP loss, gaining regulatory approval of Palynziq in the U.S., and achieving product development milestones, the Compensation Committee approved the 2019 salary adjustments shown below, which became effective in March 2019.

		2019 Salary Adjustments Effective March 2019				2018 Salary Adjustments Effective March 2018
Name		2019 Salary($)		Increase from 2018		2018 Salary($)		Increase from 2017
Jean-Jacques Bienaimé Chief Executive Officer		1,210,000		4.3%		1,160,000		5.0%
Daniel Spiegelman Executive Vice President and Chief Financial Officer		625,000		4.2%		600,000		6.2%
Jeff Ajer Executive Vice President, Chief Commercial Officer		585,000		4.5%		560,000		5.7%
Robert Baffi Executive Vice President, Technical Operations		585,000		4.5%		560,000		6.7%
Henry Fuchs President, Worldwide Research & Development		700,000		3.7%		675,000		5.5%

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Annual Cash Incentive

General Principles and the 2018 Program

We maintain a company-wide annual cash incentive program under which awards are generally based on corporate and individual performance. Our program has one annual cash incentive pool, so we do not separately fund formal corporate and individual performance pools. We believe this allows for more managerial discretion in determining annual cash incentives company-wide and encourage employees at all levels to focus on achievement of the corporate goals. The Compensation Committee’s assessment of achievement of the corporate goals determines the size of the one cash incentive pool. The annual cash incentive is paid in the first quarter of each year, based on the Company’s and employee’s performance in the prior year.

The annual cash incentive program, including corporate goals and target payouts by level, is generally reviewed and approved by the full Board in December at the time the Board considers the budget for the following year. The goals are prepared in an interactive process in which the Compensation Committee works with the Chief Executive Officer and other members of management to develop corporate performance goals that are set at levels that the Compensation Committee believes management can reasonably achieve if we, as a whole, execute on our business plan. The corporate goals are designed to reward specific activities that the Board and Compensation Committee believe will enhance long-term stockholder value by providing a foundation that will enable us to realize our long-term strategic plan. In setting these goals, the Compensation Committee seeks to provide appropriate annual incentives to achieve operational goals that directly support our longer-term goals of commercialization of new products and our long-term profitability. We feel that this type of structure motivates executives to challenge their teams to not only meet but exceed goals that ultimately create value for our stockholders. However, because many of the goals, particularly the development goals, are tied to activities intended to enhance long-term stockholder value, the achievement of any particular goal may not have a meaningful impact on our valuation during the cash incentive year.

As in previous years, the cash incentive pool was determined by two main categories of corporate performance, achievement of financial goals and achievement of goals for our development programs during the measurement year. Each year, we determine the allocation of the target annual cash incentive between financial goals and development goals while recognizing that current and future stockholder value is dependent on the success of each element of our business, but that over the one-year performance period of the annual cash incentive program, one aspect may be more important than the other. In recognition of the importance of our clinical programs, we allocated the annual cash incentive 40% to financial goals and 60% to development goals, which were the same allocations used in 2017. We continued to include a new feature that we added in 2015: the opportunity for an extra 0-20% of weighting for goal achievement for value-creating activities, such as strategic acquisitions and divestitures, which would be awardable only if at least 80% of the financial and development goals were achieved. Accordingly, the total possible weighting of performance goals for the 2018 cash incentive equaled 120%, the same as in 2017 and 2016.

Financial Goals

With respect to the financial goals, the revenue goal payout for the annual cash incentive program was based on an accelerated scale, as in 2017, to emphasize the importance of revenue growth to the Company, to recognize the difficulty in exceeding the sales revenue goal and to be consistent with many of our peers. To incentivize cost control, progress toward GAAP profitability, and increased non-GAAP profitability, the R&D expense and SG&A expense goal payout was based on an accelerated scale instead of the traditional sliding scale used before 2017 and was payable only if we achieved 2018 non-GAAP Income⁽¹⁾ at or above 2017 non-GAAP Income ($74 million). The threshold funding level remained at 50% (previously lowered from 70% in 2016) and the maximum funding level remained at 200% in 2018 (previously increased from 150% in 2016) in order to remain competitive with peer company practices and serve as a valuable incentive for employees and tool for recruitment and retention. See the table below for details on the payout scales for the financial goals.

(1)

For 2017 and 2018, we define non-GAAP Income (Loss) as reported GAAP Net Income (Loss), excluding net interest expense, provision for (benefit from) income taxes, depreciation expense, amortization expense, stock-based compensation expense, contingent consideration expense and gain on sale of intangible asset.

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Financial Goal

Threshold Achievement Level

Threshold Funding %

Target Achievement Level

Target Funding %

Maximum Achievement Level

Maximum Funding %

Managed Sales Revenue(1)

Revenue at least 75%

Revenue 100%

Revenue of

of $1,360 million

of Target

50%

of Target

100%

125% of Target

200%

R&D and SG&A Expenses(2)

Expenses no more

Expenses 100%

Expenses of 80%

of $1,042 million

than 110% of Target

80%

of Target

100%

Below Target

200%

(1)

2018 Managed Sales Revenue is based on total net product revenue calculated in accordance with U.S. generally accepted accounting principles (U.S. GAAP), except that it excludes net product revenue attributable to Aldurazyme. (Revenue attributable to Aldurazyme is excluded because the product is commercialized by Genzyme Corporation (Genzyme), a wholly owned subsidiary of Sanofi S.A. (Sanofi), under a collaboration agreement with the Company. For further discussion regarding our collaboration with Genzyme, see “Major Commercial Products—Aldurazyme” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC on February 28, 2019.) The calculation of the actual result for the financial goals used the same foreign currency exchange rates used for developing such goals.

(2)

The 2018 R&D and SG&A Expenses are calculated in accordance with U.S. GAAP, except that they exclude the annual cash incentive program and stock-based compensation expenses. The calculation of the actual result for the financial goals used the same foreign currency exchange rates used for developing such goals.

Development Goals

With respect to development goals (e.g., goals related to clinical and preclinical programs), the Board determines broad program expectations for our primary programs in the first quarter of the year and annual cash incentive weighting for each program. The broad goals may include, for example, timing of initiation or completion of clinical trials, achieving specific enrollment goals, completing filings or other milestones with the FDA or similar regulatory agencies, achieving manufacturing targets, completing research programs, and similar events. We have not disclosed the specific program expectations as they are based on various strategic elements, each of which is confidential. The Compensation Committee has determined that disclosure of the goals could result in competitive harm to us. At the time the development goals are set, the Compensation Committee establishes the target levels for each of the goals to be reasonable “stretch” goals, with a maximum payout only in the event of superior performance.

In January, the Compensation Committee reviews the prior year development programs and determines an annual cash incentive payout attributable to that aspect of our business. In making the determination, the Compensation Committee assesses each program individually and its total impact on the Company. The factors the Compensation Committee considers in evaluating the achievement of each development goal include:

●	our effectiveness in advancing the development of a program and our portfolio as a whole;
●	our effectiveness in adapting to new data generated or other changes to the assumptions implementing the original development plan; and
●	the overall value created by the development efforts.

Based on this assessment, the Compensation Committee determines a percentage payout attributable to our development efforts. Similar to the financial goals, the performance rating can be up to 200% of target. However, if the Compensation Committee determines that the development performance does not meet a minimum achievement level, no annual cash incentive associated with the development programs will be paid. Notwithstanding the calculated annual cash incentive amount, the Compensation Committee has discretion to modify payouts for any particular goal or annual cash incentive pool in total as it deems appropriate based on factors such as the actual impact of development efforts in enhancing long-term stockholder value.

We believe this process provides the greatest incentive to management and all employees to maximize the value of our development efforts and adapt to changing circumstances dictated by data generated, corporate development activities or other events. In the past, we have used firm goals established at the beginning of a year, but the Compensation Committee believes that firm goals may not appropriately recognize the fluid nature of drug development and could lead to unintended consequences. For example, if scientific findings suggest that it would be in the best interest of the Company to terminate a program, the goal related to that program may be removed and other program goals may be substituted.

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The table below describes our financial, development and value-creating activities goals for the cash incentive for 2018 and our actual performance against those goals. As discussed elsewhere in this Proxy Statement, during our stockholder outreach in 2018, some investors requested we provide greater detail regarding the development goals for each clinical and pre-clinical programs underlying the annual cash incentive program. As a result of such feedback, below we have provided significantly more detail regarding the development goals than we have historically provided.

2018 PROGRAM GOALS AND RESULTS

Goal		Weight (% of Target Incentive)			Actual Result		Pool Contribution(1) (%)
Financial Goals
Managed Sales Revenue of $1,360 million(2)		30	%		$1,345 million		29.3	%
R&D and SG&A Expenses of $1,042 million(3)		10	%		$1,087 million		9.1	%
Sub-Total (Financial Goals)		40	%				38.4	%
Development Goals
Near-Term Value Drivers
Palynziq: regulatory approval by the FDA; marketing authorization application submission to the European Medicines Agency (EMA)		20	%		Exceeded goal		–
Vosoritide: achieve enrollment targets in Phase 3 study; initiation of infant/toddler study		10	%		Exceeded goal		–
Valoctocogene roxaparvovec: achieve dosing of commercial process and scale material; complete enrollment target in Phase 3 study		20	%		Met goal		–
Mid-Term Value Drivers:		10	%				–
Tralesinidase alfa: achieve manufacturing and formulation milestones		–			Exceeded goal		–
BMN 290: achieve regulatory submission milestones		–			Did not meet goal		–
Other:		20	%				–
Value-Creating Activities		–			Not applicable in 2018		–
Sub-Total (Development Goals)		80	%				95.6	%(4)
Total (Financial and Development Goals)		120	%				134.0	%

(1)	Based on actual results.
(2)	2018 Managed Sales Revenue is based on total net product revenue calculated in accordance with U.S. GAAP, except that it excludes net product revenue attributable to Aldurazyme. (Revenue attributable to Aldurazyme is excluded because the product is commercialized by Genzyme, a wholly owned subsidiary of Sanofi, under a collaboration agreement with the Company. For further discussion regarding our collaboration with Genzyme, see “Major Commercial Products—Aldurazyme” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC on February 28, 2019.) The calculation of the actual result for the financial goals used the same foreign currency exchange rates used for developing such goals.
(3)	The 2018 R&D and SG&A Expenses are calculated in accordance with U.S. GAAP, except that they exclude the annual cash incentive program and stock-based compensation expenses. The calculation of the actual result for the financial goals used the same foreign currency exchange rates used for developing such goals.
(4)	The Compensation Committee set the pool contribution for all development goals, including value-creating activities, at 95.6%, which was within the calculated range of 75% to 105%. Recognizing that within the calculated range, the success of the development programs as a whole is based on both the actions of the Company as well as external factors outside of the Company’s control, the Compensation Committee determined that setting a total pool contribution amount, rather than setting contribution amounts for each goal, was appropriate.

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Based on the results described above, the Compensation Committee determined to fund the annual cash incentive pool at 134% of target.

The 2018 cash incentive targets for each NEO expressed as a percentage of base salary is determined by the employee’s position. The target amounts for the NEOs for 2018 cash incentives (which were paid in March 2019) are set forth in the table below. The Compensation Committee allocated a 100% individual performance funding level to Messrs. Ajer, Bienaimé, and Spiegelman. The Compensation Committee believed that matching the corporate funding level was appropriate as these more senior employees had direct influence over whether we achieved company-wide strategic imperatives and long-term goals tied to the annual cash incentive program. The Compensation Committee allocated a 117% individual performance funding level to Drs. Baffi and Fuchs to reward them for exceptional performance, including their instrumental roles in the Company obtaining FDA approval of Palynziq in 2018 and progress made on the valoctocogene roxaparvovec and vosoritide clinical programs. The specific cash incentive amount paid to each NEO for 2018 is set forth below and is also included in the “Summary Compensation Table” in this Proxy Statement.

Name and Principal Position		2018 Cash Incentive Target (% of base salary)		2018 Corporate Funding Level		2018 Individual Performance Funding Level		2018 Cash Incentive Amount($)
Jean-Jacques Bienaimé Chief Executive Officer		110%		134%		100%		1,709,840
Daniel Spiegelman Executive Vice President and Chief Financial Officer		60%		134%		100%		482,400
Jeff Ajer Executive Vice President, Chief Commercial Officer		60%		134%		100%		450,240
Robert Baffi Executive Vice President, Technical Operations		60%		134%		117%		525,240
Henry Fuchs President, Worldwide Research & Development		65%		134%		117%		687,925

2019 Program

In February 2019, the Compensation Committee evaluated the annual cash incentive targets for the cash incentive opportunity for our NEOs for 2019, which is payable in early 2020. Based on the review, the Compensation Committee determined to maintain the current annual cash incentive target percentages for all NEOs, except Mr. Bienaimé. The Compensation Committee believes that the annual cash incentive opportunities for each of the NEOs, other than Mr. Bienaimé, continue to be appropriate based on a combination of the relative experience and tenure of each NEO, as well as each NEO’s position within the Company and compensation practices within our industry. Mr. Bienaimé’s annual cash incentive target percentage was increased from 110% in 2018 to 120% in 2019. The Compensation Committee increased Mr. Bienaimé’s target to further emphasize the link between his pay and performance.

Equity Compensation

The determination as to whether an employee receives an equity award as part of the Company-wide annual employee equity grant, and the amount of any such award, depends on the employee’s performance and level. Also, to be eligible for an annual equity award, an employee must have been employed by the first Monday in October of the previous year. We grant equity awards to virtually all newly hired employees, mainly in the form of RSUs below the vice president level and a mix of RSUs and options for vice presidents and above. Grants for new hires, with the exception of grants for executive officers reporting directly to the Chief Executive Officer, are approved by the Chief Executive Officer, subject to guidelines approved by the Compensation Committee. The guidelines are based primarily on competitive equity grant practices in our industry and market data. All other grants are approved by the Compensation Committee or the full Board.

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2018 Annual Grant

The annual grant in 2018 was made in March 2018 to coincide with employees’ year-end performance reviews and other compensation changes (base salary adjustment and annual cash incentive). Details regarding equity awards granted to the NEOs in March 2018 is set forth in the “Grants of Plan-Based Awards” table in this Proxy Statement.

Stock options have an exercise price equal to 100% of the fair market value of our common stock (the closing price of our common stock on the Nasdaq Global Select Market) on the date of the grant. They have value only to the extent that the market price of our common stock increases after the date of the grant.

The allocation of equity awards between stock options and RSUs varies by employee and location. Similar to our new hire equity granting practices, in most of the countries where we operate, all employees below vice president level that are granted equity awards receive only RSUs, whereas vice presidents and above receive a mix of RSUs and stock options.

Increased Allocation to Performance-Based Awards

To better align the interests of our executive officers with those of our stockholders, since 2015, the Compensation Committee has allocated an increasing portion of each NEO’s annual equity grants to performance-based awards. The allocation among three forms of equity awards (stock options, service-based RSUs and performance-based RSUs) was based on the Black-Scholes valuation model using a trailing average closing price of our common stock. As reflected in the chart below, for 2018 and 2017, the allocation was 40% stock options, 30% service-based RSUs, and 30% performance-based RSUs. This represents an increase in performance-based awards from the 2016 and 2015 equity grants of 25% and 20%, respectively in the form of performance-based RSUs. As discussed above, starting with the equity grants made in March 2019, we significantly increased the proportion of performance-based RSUs as a percentage of total long-term equity compensation. Now, 50% of long-term equity compensation is denominated in performance-based RSUs.

Performance-Based RSUs

To achieve our profitability goal in the near future, in 2018, the Compensation Committee sought to incentivize senior executives to increase sales by granting RSU awards with a 2018 revenue target performance condition. Under the terms of these awards, the number of performance-based RSUs earned are calculated by multiplying the target number of performance-based RSUs by a revenue multiplier. The awards are also subject to a three-year service-based vesting period following the grant date.

In 2018, we aligned the performance-based RSUs with the revenue goal portion of the annual cash incentive program, thus further incentivizing our executives to focus on revenue growth. The performance-based RSUs revenue target and the methodology used to calculate managed revenues for purposes of determining the revenue multiplier is the same as for the 2018 annual cash incentive program described above.

For 2018, the revenue target for performance-based RSUs was $1,360 million of managed revenues (defined as the Company’s net product revenues, excluding net revenues attributable to Aldurazyme, and determined using fixed foreign currency exchange rates). (Revenue attributable to Aldurazyme is excluded because the product is commercialized by Genzyme, a wholly owned subsidiary of

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Sanofi, under a collaboration agreement with the Company. For further discussion regarding our collaboration with Genzyme, see “Major Commercial Products—Aldurazyme” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC on February 28, 2019.) The revenue multiplier was determined based on the Company’s performance against the revenue target, which could range between 50% and 200%, with a threshold achievement level of 75% of target required for earning any RSUs and a ceiling achievement level of 125% of target. Based on the Company’s actual 2018 performance against the 2018 revenue target, the Company applied a multiplier of 98% to the target number of performance-based RSUs to determine the number of performance-based RSUs earned in 2018. The earned performance-based RSUs are also subject to a three-year service-based vesting period following the grant date.

As discussed above, beginning with the equity grants made in March 2019, 50% of the performance-based RSUs will be earned based on the percentile of the Company’s relative TSR performance over a three-period as compared to the TSR performance of companies that make up the NASDAQ Biotechnology Index over the same three-year period. The other 50% of the performance-based RSUs will continue to be earned based on revenue performance. We expect that by the 2020 annual equity grant, 100% of our performance-based RSU grants will use a three-year performance period.

Service-Based RSUs

The service-based RSUs awarded in 2018 are subject to a four-year service period, which is the same vesting schedule for service-based RSUs awarded as part of annual equity grants in recent years.

Stock Options

Stock options granted to the NEOs in 2018 vest over four years, which is the same vesting schedule for stock options awarded as part of annual equity grants in recent years. We believe stock options further emphasize the pay-for-performance link and that the four-year vesting schedule provides our NEOs an incentive to add value to the Company over the long term.

Compensation Committee Considerations

The equity compensation granted to the NEOs in March 2018 was determined based on a number of factors. The Compensation Committee gave particular consideration to our performance, and also considered equity grants of the 2018 Peer Group based on a Black-Scholes valuation and data from the Radford Life Sciences survey and the Compensation Consultant. For a discussion of assumptions used in calculating the Black-Scholes valuation see Note 15 to our financial statements for the year ended December 31, 2018, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC on February 28, 2019.

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

●	historic grants;
●	retention value;
●	level of responsibility;
●	experience of individual;
●	individual contribution; and
●	expected future contribution.

We have reviewed our historical stock option grant practices to consider if the stock options were properly dated. Based on such review, we believe that all stock options were issued on the date approved by the Board or a properly authorized committee and that the exercise price for each stock option issued since the date of our initial public offering was the closing price of our common stock on the date of issuance, unless the stock option grant specifically approved a different price in accordance with the terms of the applicable stock option plan pursuant to which such stock option was granted.

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Other Benefits and Perquisites

We provide a comprehensive benefits package, including health insurance, dental insurance, life insurance, disability insurance, a 401(k) matching program, and an employee stock purchase plan, which is intended to meet the requirements of Section 423 of the Code. These benefits are generally available to all employees, including our NEOs. The 401(k) matching program matches 100% of an employee’s contribution up to the lesser of 6% of his or her annual salary or $16,000 per year ($19,000 per year for 2019), with immediate vesting of all 401(k) matches.

We provide our NEOs, along with other officers, a limited number of perquisites. The specific perquisite amounts for each NEO for 2016, 2017 and 2018 are set forth under “All Other Compensation” in the “Summary Compensation Table” in this Proxy Statement.

An item is not a perquisite if it is integrally and directly related to the performance of the executive’s duties. An item is a perquisite if it confers a direct or indirect benefit that has a personal aspect, without regard to whether it may be provided for some business reason or for the convenience of the Company, unless it is generally available on a non-discriminatory basis to all employees.

We provide the following perquisites to our NEOs:

●	Sporting and Event Tickets. We purchase season and other tickets to sporting, cultural and other events. When these tickets are provided to executives (including our NEOs) for personal use, the value of the tickets is included in their compensation. These tickets are not used for the entertainment of healthcare professionals.
●	Reimbursement for Financial and Tax Planning and Preparation Services. We reimburse our executive officers, including our NEOs, for personal financial planning and tax preparation. The benefit is limited to $5,000 annually for our Chief Executive Officer, $3,500 annually for Senior Vice Presidents and Executive Vice Presidents and $2,500 annually for all other Vice Presidents and is taxable to the executive. The perquisite is intended to encourage and assist our executives to engage knowledgeable experts to assist with financial and tax planning.
●	Life Insurance. In accordance with the terms of our employment agreement with Mr. Bienaimé, as amended and restated on December 13, 2017, we provide Mr. Bienaimé with a fully paid, whole life insurance policy with a stated death benefit of $500,000. This benefit is taxable to Mr. Bienaimé. In addition, we provide Mr. Bienaimé with term life insurance coverage generally provided to all employees with a death benefit up to two times an employee’s salary. (Mr. Bienaimé’s death benefit is subject to a $1,000,000 cap; all other employees are subject to a $600,000 cap.)
●	Health Assessments. We offer our executive officers, including our NEOs, annual comprehensive health assessments at a local medical facility. The non-taxable perquisite is intended to encourage our executives to engage knowledgeable experts to assist with their health and well-being.

We also offer our executive officers severance benefits. See the “—Post-Employment Obligations” section of this Proxy Statement below.

Nonqualified Deferred Compensation

Our NEOs, other members of management, and other highly-compensated employees are eligible to enroll in our Nonqualified Deferred Compensation Plan under which they may elect to defer up to 100% of RSU awards and up to 50% of salary and annual cash incentive awards, in each case subject to limitations to allow us to make necessary withholding payments, and thereby defer taxation of these deferred amounts until actual payment of the deferral amounts in future years. See the table within the “Nonqualified Deferred Compensation Plan” section of this Proxy Statement for detailed information regarding the account balances for each NEO.

Post-Employment Obligations

We have employment agreements with all of our executive officers (including all of our NEOs) that provide severance benefits if an executive terminates employment with us for a good reason specified in the employment agreement (e.g., a change in work location of more than a specified distance from the previous location) or if the executive is terminated without cause or in connection with a corporate transaction or change in control. See the “Potential Payments Upon Termination or Change in Control” section of this Proxy Statement for a more detailed discussion of the terms of these arrangements and the amounts payable to our NEOs under them.

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We believe that these arrangements enhance retention in the face of the disruptive impact of a highly competitive industry and any possible change in control of the Company. In addition, the program is intended to align executive and stockholder interests by enabling executives to consider corporate transactions that are in the best interests of our stockholders and other constituents without undue concern over whether the transactions may jeopardize the executives’ own employment.

No post-employment benefits are payable to our NEOs under their employment agreements if their termination is for cause, for a voluntary resignation (other than as set forth above), retirement or due to death (except for a fully paid whole life insurance policy with a stated death benefit of $500,000 maintained for Mr. Bienaimé).

To remain competitive with peer company practices and serve as a valuable benefit for employee recruitment and retention, in June 2015 the Board adopted a policy for the acceleration of equity awards upon the death of an employee (including our NEOs). Upon the death of an employee, all the employee’s unvested equity awards with time-based vesting vest in full and all unvested equity awards with performance-based vesting vest in full as if the target values had been achieved, and such awards remain exercisable for one year after death. As of December 31, 2018, each of our NEOs was eligible for this benefit.

To reward long-standing service to the Company, in December 2016, we clarified the scope of the Retirement Benefit for Directors and Senior Officers policy by amending it so that Directors and officers with a title of “Vice President” or above who have a combined age and total term of employment (or service as Director) of at least 65 years at the time of terminating service to the company for any reason other than cause are permitted to exercise all their stock options that were both vested and outstanding as of the date of termination of service through the term of their stock options, as if their service were continuing. As of December 31, 2018, all of the NEOs were eligible for this benefit.

Furthermore, in December 2016, the Compensation Committee approved a new retirement benefit applicable to certain of the Company’s senior executives, including the NEOs, but specifically excluding the Chief Executive Officer. The retirement benefit provides that, upon a senior executive’s attainment of age 64 and completion of at least five years of service with the Company, (i) all of the executive’s then-unvested RSUs (which were amended to include this feature) and (ii) all RSU grants and non-qualified stock option award grants made after adoption of the retirement benefit, whether time-based or performance-based, will continue to vest according to their terms, whether or not the executive’s service is continuing; provided, however, that the executive’s service is not terminated for cause.

Our Decision-Making Process

The Compensation Committee supervises the implementation of our compensation philosophy. The Compensation Committee charter requires that the Compensation Committee meet when deemed necessary or desirable by the Committee or its Chair, generally at least four times per year. The agenda for each meeting is usually developed by the Chair of the Compensation Committee, in consultation with our Chief Executive Officer, head of Human Resources, General Counsel and the Compensation Committee’s independent compensation consultant (the Compensation Consultant). The Compensation Committee meets regularly in executive session. However, Mr. Bienaimé, our Chief Executive Officer, Mr. Davis, our Executive Vice President, General Counsel and Secretary, and Ms. Amy Wireman, our Group Vice President, Human Resources, in addition to the Compensation Consultant, regularly attend portions of the Compensation Committee meetings to provide analysis and information to assist the Compensation Committee with its recommendations on various human resources and compensation matters. The members of management generally do not participate in the executive sessions of the Compensation Committee unless invited by the Compensation Committee to provide specific information during closed session. No individual member of management is present for votes related to such individual’s compensation.

Compensation Committee

The duties and responsibilities of the Compensation Committee are set forth above in the “Information Regarding Committees of the Board of Directors” section of this Proxy Statement and detailed in the charter of the Compensation Committee. The full text of the Compensation Committee Charter, as amended in June 2016, can be found in the Corporate Governance section of the Investors section of our website at www.bmrn.com. Information on our website is NOT incorporated by reference in this Proxy Statement. The composition of the Compensation Committee is determined by our Board, after a recommendation by the CGN Committee.

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Compensation Consultant

The Compensation Committee is authorized to select and retain independent advisors and counsel to assist in carrying out its duties and responsibilities. The Company provides appropriate funding to the Compensation Committee to do so. The Compensation Consultant reports directly to the Compensation Committee, which retains sole authority to direct the work and employ the Compensation Consultant. The Compensation Committee regularly reviews the services provided by the Compensation Consultant and believes that the engagement was consistent with Nasdaq listing standards and does not raise any conflicts of interest. The Compensation Committee continues to monitor the independence of its Compensation Consultant on a periodic basis.

Since August 2016, Mercer has served as the Compensation Consultant to the Compensation Committee. The Compensation Consultant conducts analyses and provides advice on, among other things, the appropriate peer group, executive compensation for our Chief Executive Officer 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 2018 is discussed below.

In February 2019, Mercer affirmed to the Compensation Committee that the total fees paid to it by BioMarin do not represent a significant concentration of its revenue for its most recent fiscal year, that it had policies in place to mitigate conflicts of interest, that it was not aware of any business or personal relationships between the members of its consulting team serving BioMarin and any member of the Compensation Committee, that it was not aware of any member of its consulting team serving BioMarin owning any stock of BioMarin, and that it is not aware of any business or personal relationships between the Compensation Consultant or the Company’s executive officers. The total dollar amount of services that Mercer provided to BioMarin in 2018 was $997,237, of which approximately $206,096 was paid in connection with executive and Director remuneration services and approximately $791,141 was paid in connection with health and benefit consulting services. In addition, for this same period, fees paid to Mercer’s sister company Marsh approximated $327,231, which was paid in connection with insurance brokerage services. The Compensation Committee has reviewed the level of services provided to BioMarin by Mercer and does not believe the services give rise to a conflict or compromise Mercer’s independence in advising the compensation committee.

Accounting and Tax Considerations

Nonqualified Deferred Compensation— On October 22, 2004, the American Jobs Creation Act of 2004 was signed into law, adding Section 409A that changed the tax rules applicable to nonqualified deferred compensation arrangements. A more detailed discussion of our nonqualified deferred compensation arrangements is provided below under the “Nonqualified Deferred Compensation Plan” section of this Proxy Statement.

Accounting for Stock-Based Compensation— Stock-based compensation is accounted for in accordance with FASB ASC Topic 718, Compensation – Stock Compensation, which requires us to estimate and record an expense for each equity award over the vesting period of the award. For assumptions used in determining these values, see Note 15 to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC on February 28, 2019. Generally, the Compensation Committee does not make compensation decisions based on the tax or accounting treatment of any particular form of compensation; however, it has considered and approved and may in the future consider the grant of alternative equity incentives to our NEOs in lieu of stock option grants in light of the accounting impact of FASB ASC Topic 718 with respect to stock option 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. In connection with 2017 tax reform legislation, the exemption from the deduction limit under Section 162(m) for “performance-based compensation” was repealed, such that compensation paid to our “covered employees” in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain “grandfathered” arrangements in place as of November 2, 2017. We intend to continue to monitor and review related guidance from the Internal Revenue Service as it becomes available.

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In determining the form and amount of compensation for our NEOs, the Compensation Committee may continue to consider all elements of the cost of such compensation. While the Compensation Committee considers the deductibility of awards as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the compensation is not deductible by us for tax purposes.

Director and Officer Stock Ownership Guidelines

To preserve the link between the interests of executives and those of stockholders, the Compensation Committee and the Board established stock ownership guidelines for our executives. See the “Director and Officer Stock Ownership Guidelines” section of this Proxy Statement for a more detailed discussion of our stock ownership guidelines.

Compensation Committee Report⁽¹⁾

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained herein with management, and based on such review and discussions, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated into BioMarin’s Annual Report on Form 10-K for the year ended December 31, 2018.

Respectfully submitted on April 12, 2019 by the members of the Compensation Committee of the Board of Directors:

Michael Grey, Chair
Robert J. Hombach
Alan J. Lewis, Ph.D.
David E.I. Pyott, M.D. (Hon.)

(1)

The material in this report is not deemed “soliciting material,” is not deemed “filed” with the SEC, is not subject to Regulation 14A or 14C or to the liabilities of Section 18 of the Exchange Act, and is not to be incorporated by reference into any filing of BioMarin under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

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Executive Compensation Tables

Summary Compensation Table

The following table discloses compensation awarded to, earned by or paid to the following persons during 2018, 2017 and 2016: (i) Jean-Jacques Bienaimé, our Chief Executive Officer; (ii) Daniel Spiegelman, our Chief Financial Officer; and (iii) Jeff Ajer, Robert A. Baffi, Ph.D. and Henry J. Fuchs, M.D., the three most highly-compensated officers other than the Chief Executive Officer and Chief Financial Officer who were serving as officers at the end of fiscal year 2018 and whose salary and bonus exceeded $100,000. These individuals are referred to throughout this Proxy Statement as the “Named Executive Officers” or NEOs.

Name and Principal Position		Year			Salary(1)		Stock Awards(2)		Option Awards(3)		Non-Equity Incentive Plan Compensation(4)		All Other Compensation(5)		Total
Jean-Jacques Bienaimé Chief Executive Officer		2018		$	1,149,423		$7,745,268		$4,958,437		$1,709,840		$64,925		$15,627,893
		2017			1,094,423		7,783,876		5,253,707		1,726,010		58,969		15,916,985
		2016			1,037,500		8,683,394		5,782,125		1,386,000		48,582		16,937,601
Daniel Spiegelman Executive Vice President, Chief Financial Officer		2018			593,269		2,085,908		1,335,054		482,400		25,072		4,521,703
		2017			559,231		2,133,048		1,439,891		481,380		28,325		4,641,875
		2016			530,192		2,380,258		1,584,825		382,793		21,135		4,899,203
Jeff Ajer Executive Vice President, Chief Commercial Officer		2018			554,232		2,146,078		1,373,198		450,240		21,635		4,545,383
		2017			524,231		2,133,048		1,439,891		451,560		19,572		4,568,302
		2016			490,385		2,316,017		1,541,900		357,750		16,361		4,722,413
Robert A. Baffi, Ph.D. Executive Vice President, Technical Operations		2018			553,270		2,025,736		1,296,910		525,240		26,762		4,427,918
		2017			524,231		2,075,350		1,401,232		447,300		25,115		4,473,228
		2016			491,347		2,316,017		1,541,900		357,750		24,265		4,731,279
Henry J. Fuchs, M.D. President, Worldwide R&D		2018			668,269		2,680,926		1,716,498		687,925		24,111		5,777,729
		2017			637,231		3,460,084		2,335,264		590,720		22,125		7,045,424
		2016			594,231		2,830,780		1,884,450		465,075		18,491		5,793,027

(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 2018. For the performance-based RSUs awarded in 2018, the grant date fair market value was computed in accordance with FASB ASC Topic 718 using the closing price of our common stock on the date of grant. 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 2018 based on the value at the date of grant and the payout ranges.

	NEO		Target Payout		Maximum Payout
	Jean-Jacques Bienaimé		$3,872,634		$7,745,268
	Daniel Spiegelman		$1,042,954		$2,085,908
	Jeff Ajer		$1,073,039		$2,146,078
	Robert A. Baffi, Ph.D.		$1,012,868		$2,025,736
	Henry J. Fuchs, M.D.		$1,340,463		$2,680,926

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	In 2019, based on the Company’s actual 2018 performance against the revenue target, the Company applied a multiplier of 98% to the target number of performance-based RSUs granted during 2018 to determine the number of performance-based RSUs actually earned. See footnote (5) and the related amounts in the “Outstanding Equity Awards at Fiscal Year-End” table below for the number of performance-based RSUs awarded during 2018 that were actually earned and the value of such earned performance-based RSUs using the closing price of our common stock on December 31, 2018.
(3)	The amounts in this column reflect the aggregate grant date fair values computed in accordance with FASB ASC Topic 718 and exclude the effect of estimated forfeitures. For assumptions used in determining these values, see Note 15 to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC on February 28, 2019. 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 2018 represent amounts earned by the NEOs during 2018, but paid in 2019. Amounts noted for 2017 represent amounts earned by the NEOs during 2017, but paid in 2018. Amounts noted for 2016 represent amounts earned by the NEOs during 2016, but paid in 2017. See the “Compensation Discussion and Analysis—Annual Cash Incentive” section of this Proxy Statement for further information regarding amounts in this column.
(5)	These amounts represent the amounts paid for personal tax preparation/financial planning consultation, vested 401(k) matching, tickets to sporting, cultural and other events and imputed income associated with life insurance premium payments for each NEO. See the “Compensation Discussion and Analysis—Other Benefits and Perquisites” section of this Proxy Statement for further information regarding amounts in this column.

2018 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 the relationship of the annual total compensation of our CEO to the annual total compensation of our median-paid employee for 2018 (our “CEO pay ratio”). 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 2018, calculated as described below, was 97 to 1. This ratio was based on the following:

●	the annual total compensation of our CEO, determined as described below, was $15,627,893; 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 $160,698.

Methodology for Determining Our Median Employee

As permitted by the SEC rules, we used the same median employee as in 2017, as there were no significant changes to our median employee’s status, our employee population or our compensation programs in 2018. The methodology and the material assumptions and estimates we used to determine the median employee in 2017 were as follows:

Employee Population

●

Total Global Population. We determined that, as of October 2, 2017, the date we selected to identify the median employee, our employee population consisted of approximately 2,500 individuals working for BioMarin Pharmaceutical Inc. and our consolidated subsidiaries, with approximately 75% of these individuals located in the United States and approximately 25% located outside the United States.

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●

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 (95 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 2, 2017 was approximately 2,500.

	De Minimis Exemption Jurisdictions		Number of Employees
	Argentina		10
	Chile		3
	China		4
	Colombia		13
	Croatia		1
	Denmark		1
	Hungary		1
	Lithuania		1
	Malaysia		1
	Mexico		5
	Netherlands		29
	Poland		1
	Russia		8
	Slovakia		1
	Taiwan		3
	Turkey		13
	Total Number of Employees Excluded Pursuant to the De Minimis Exemption		95

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 (annual bonus) and allowances paid through October 2, 2017 as the compensation measure.

●	We annualized the compensation of employees to cover the full calendar year, and also annualized any new hires in 2017 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, 2017 and used the same median employee for the year ended December 31, 2018.

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 2018 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation in the amount of $160,698.

Annual Total Compensation of Chief Executive Officer

With respect to the annual total compensation of our CEO, in accordance with SEC rules, we included the amount reported for Mr. Bienaimé in the “Total” column for 2018 in the Summary Compensation Table included in this Proxy Statement.

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Grants of Plan-Based Awards

The following table sets forth certain information for each plan-based award during fiscal year 2018 to each of the NEOs.

Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)

Estimated Future Payouts Under Equity Incentive Plan Awards(2)

All Other Stock Awards: Number of Shares of Stock or Units(#)(3)

All Other Option Awards: Number of Securities Underlying Options(#)(4)

Exercise or Base Price of Option Awards ($/Share)(5)

Grant Date Fair Value of Stock and Option Awards ($)(6)

Name

Grant Date

Threshold ($)

Target ($)

Maximum ($)

Threshold (#)

Target (#)

Maximum (#)

Jean-Jacques Bienaimé

3/15/2018

–

(7)

–

–

–

–

–

–

148,190

83.57

4,958,437

3/15/2018

–

(7)

–

–

–

–

–

46,340

–

–

3,872,634

3/15/2018

–

(7)

–

–

23,170

46,340

92,680

–

–

–

3,872,634

n/a

–

(7)

1,276,000

2,552,000

–

–

–

–

–

–

–

Daniel Spiegelman

3/15/2018

–

(7)

–

–

–

–

–

–

39,900

83.57

1,335,054

3/15/2018

–

(7)

–

–

–

–

–

12,480

–

–

1,042,954

3/15/2018

–

(7)

–

–

6,240

12,480

24,960

–

–

–

1,042,954

n/a

–

(7)

360,000

720,000

(8)

–

–

–

–

–

–

–

Jeff Ajer

3/15/2018

–

(7)

–

–

–

–

–

–

41,040

83.57

1,373,198

3/15/2018

–

(7)

–

–

–

–

–

12,840

–

–

1,073,039

3/15/2018

–

(7)

–

–

6,420

12,840

25,680

–

–

–

1,073,039

n/a

–

(7)

336,000

672,000

(8)

–

–

–

–

–

–

–

Robert A. Baffi, Ph.D.

3/15/2018

–

(7)

–

–

–

–

–

–

38,760

83.57

1,296,910

3/15/2018

–

(7)

–

–

–

–

–

12,120

–

–

1,012,868

3/15/2018

–

(7)

–

–

6,060

12,120

24,240

–

–

–

1,012,868

n/a

–

(7)

336,000

672,000

(8)

–

–

–

–

–

–

–

Henry J. Fuchs, M.D.

3/15/2018

–

(7)

–

–

–

–

–

–

51,300

83.57

1,716,498

3/15/2018

–

(7)

–

–

–

–

–

16,040

–

–

1,340,463

3/15/2018

–

(7)

–

–

8,020

16,040

32,080

–

–

–

1,340,463

n/a

–

(7)

438,750

877,500

(8)

–

–

–

–

–

–

–

(1)

Annual Cash Incentive: Amounts represent potential payments under our 2018 cash incentive program, which were paid in 2019. 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 2018 cash incentive program.

(2)

Performance-Based RSUs: Amounts represent the potential numbers of performance-based RSUs based upon achievement of the 2018 revenue target performance condition. Under the terms of these awards, the number of performance-based RSUs earned are calculated by multiplying the target number of performance-based RSUs by a revenue multiplier (determined based on the Company’s performance against the revenue target) which could range between 50% and 200%. In 2019, based on the Company’s actual 2018 performance against the revenue target, the Company applied a multiplier of 98% to the target number of performance-based RSUs granted during 2018 to determine the number of performance-based RSUs actually earned. See footnote (5) and the related amounts in the “Outstanding Equity Awards at Fiscal Year-End” table below for the number of performance-based RSUs awarded during 2018 that were actually earned and the value of such earned performance-based RSUs using the closing price of our common stock on December 31, 2018. The awards are also subject to a three-year service-based vesting period following the grant date. For further discussion of the performance-based RSU awards granted in 2018, 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—Post-Employment Obligations” and “Executive Compensation Tables—Potential Payments upon Termination or Change in Control” sections of this Proxy Statement.

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(3)	Service-Based RSUs: 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. For a description of acceleration and extended vesting terms applicable to certain of the awards, please see the “Compensation Discussion and Analysis—Post-Employment Obligations” and “Executive Compensation Tables—Potential Payments upon Termination or Change in Control” sections of this Proxy Statement.
(4)	Stock Options: Stock options vest 12/48ths on the twelve-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 (ten 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—Post-Employment Obligations” and “Executive Compensation Tables—Potential Payments upon Termination or Change in Control” sections of this Proxy Statement.
(5)	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.
(6)	The amounts presented above represent the aggregate grant date fair value of the stock option grant or RSU award computed in accordance with FASB ASC Topic 718. The grant date fair market value for stock option awards was $33.46 per share and the grant date fair market value of the RSU awards was the closing price of our common stock on the Nasdaq Global Select Market on the date of the respective grant. For assumptions used in determining the grant date fair market value of stock options granted, see Note 15 to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC on February 28, 2019.
(7)	The potential payouts under our 2018 cash incentive program are performance-driven and completely at risk; therefore, the minimum possible payout is zero.
(8)	The maximum achievement for corporate goals under the 2018 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 2018 cash incentive program.

The number of stock options and RSUs granted to the Chief Executive Officer is determined based on recommendations by the Compensation Committee and is approved by the Board and the number of stock options and RSUs granted to the other NEOs is determined based on a recommendation from the Chief Executive Officer and is approved by the Compensation Committee. See the “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 granted pursuant to equity awards as of the end of fiscal year 2018 for each of the NEOs.

Name		Grant Date		Number of Securities Underlying Unexercised Options Exercisable(1) (#)		Number of Securities Underlying Unexercised Options Unexercisable(1) (#)		Option Exercise Price ($)(2)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)(4)
Jean-Jacques Bienaimé		5/12/2009		92,000		–		14.39		5/11/2019
		5/12/2010		140,000		–		21.51		5/11/2020
		5/12/2011		140,513		–		26.49		5/11/2021
		5/8/2012		140,000		–		37.46		5/7/2022
		5/15/2013		220,500		–		67.81		5/14/2023
		6/4/2014		191,000		–		63.10		6/3/2024
		3/3/2015		84,843		5,657		108.36		3/2/2025		9,900	(3)		842,985
		3/15/2016		93,534		42,516		83.43		3/14/2026		30,355	(3)		2,584,728
		3/15/2016										14,892	(5)		1,268,054
		3/22/2017		63,021		81,029		87.42		3/21/2027		33,390	(3)		2,843,159
		3/22/2017										30,690	(5)		2,613,254
		3/15/2018		–		148,190		83.57		3/14/2028		46,340	(3)		3,945,851
		3/15/2018										45,320	(5)		3,858,998
Daniel Spiegelman		5/29/2012		2,604		–		39.06		5/28/2022
		5/15/2013		42,922		–		67.81		5/14/2023
		6/4/2014		21,700		–		63.10		6/3/2024
		3/3/2015		22,406		1,494		108.36		3/2/2025		2,625	(3)		223,519
		3/15/2016		25,636		11,654		83.43		3/14/2026		8,320	(3)		708,448
		3/15/2016										4,083	(5)		347,667
		3/22/2017		17,272		22,208		87.42		3/21/2027		9,150	(3)		779,123
		3/22/2017										8,411	(5)		716,197
		3/15/2018		–		39,900		83.57		3/14/2028		12,480	(3)		1,062,672
		3/15/2018										12,205	(5)		1,039,256
Jeff Ajer		5/15/2013		49,000		–		67.81		5/14/2023
		6/4/2014		30,700		–		63.10		6/3/2024
		3/3/2015		22,406		1,494		108.36		3/2/2025		2,625	(3)		223,519
		3/15/2016		24,942		11,338		83.43		3/14/2026		8,095	(3)		689,289
		3/15/2016										3,974	(5)		338,386
		3/22/2017		17,272		22,208		87.42		3/21/2027		9,150	(3)		779,123
		3/22/2017										8,411	(5)		716,197
		3/15/2018		–		41,040		83.57		3/14/2028		12,840	(3)		1,093,326
		3/15/2018										12,557	(5)		1,069,229

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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)
Robert A. Baffi, Ph.D.		5/12/2010		40,000		–		21.51		5/11/2020
		5/12/2011		80,000		–		26.49		5/11/2021
		5/8/2012		40,000		–		37.46		5/7/2022
		5/15/2013		70,000		–		67.81		5/14/2023
		6/4/2014		47,200		–		63.10		6/3/2024
		3/3/2015		22,406		1,494		108.36		3/2/2025		2,625	(3)		223,519
		3/15/2016		24,942		11,338		83.43		3/14/2026		8,095	(3)		689,289
		3/15/2016										3,974	(5)		338,386
		3/22/2017		16,808		21,612		87.42		3/21/2027		8,903	(3)		758,090
		3/22/2017										8,184	(5)		696,868
		3/15/2018		–		38,760		83.57		3/14/2028		12,120	(3)		1,032,018
		3/15/2018										11,853	(5)		1,009,283
Henry J. Fuchs, M.D.		5/15/2013		91,000		–		67.81		5/14/2023
		6/4/2014		58,400		–		63.10		6/3/2024
		3/3/2015		28,593		1,907		108.36		3/2/2025		3,350	(3)		285,253
		3/15/2016		30,483		13,857		83.43		3/14/2026		9,895	(3)		842,559
		3/15/2016										4,855	(5)		413,403
		3/22/2017		28,012		36,018		87.42		3/21/2027		14,843	(3)		1,263,881
		3/22/2017										13,643	(5)		1,161,701
		3/15/2018		–		51,300		83.57		3/14/2028		16,040	(3)		1,365,806
		3/15/2018										15,687	(5)		1,335,748

(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 twelve-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. For a description of acceleration and extended vesting terms applicable to certain of the awards, please see the “Compensation Discussion and Analysis—Post-Employment Obligations” and “Executive Compensation Tables—Potential Payments upon Termination or Change in Control” sections of this Proxy Statement.
(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. 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. For a description of acceleration and extended vesting terms applicable to certain of the awards, please see the “Compensation Discussion and Analysis—Post-Employment Obligations” and “Executive Compensation Tables—Potential Payments upon Termination or Change in Control” sections of this Proxy Statement.
(4)	The value of RSUs shown in the table that have not yet vested was calculated using $85.15, the closing price of our common stock on December 31, 2018.
(5)	Represents 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 2017, 2018 and 2019, 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 103%, 103% and 98%, respectively, to the target number of performance-based RSUs granted in 2016, 2017, and 2018, 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. For a description of acceleration and extended vesting terms applicable to certain of the awards, please see the “Compensation Discussion and Analysis—Post-Employment Obligations” and “Executive Compensation Tables—Potential Payments upon Termination or Change in Control” sections of this Proxy Statement.

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Options Exercised and Stock Vested

The following table sets forth the number and value of stock options exercised and share awards that vested in fiscal year 2018 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		225,500		11,728,727		86,492		7,213,883
Daniel Spiegelman		–		–		23,531		1,962,765
Jeff Ajer		9,000		261,459		22,709		1,888,970
Robert A. Baffi, Ph.D.		6,949		587,958		22,812		1,900,563
Henry J. Fuchs, M.D.		56,000		3,017,405		31,298		2,601,093

(1)	The value realized upon exercise of stock options reflects the price at which shares acquired upon exercise of the stock options were sold or valued for income tax purposes, net of the exercise price for acquiring the shares.
(2)	The value realized on vesting of RSUs was calculated as of the product of the closing price of a share of our common stock on the vesting date, multiplied by the number of shares vested.

Pension Benefits

There is no retirement pension plan provided for the NEOs.

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, 2018, certain information regarding non-qualified deferred compensation benefits for the NEOs who participate in the Nonqualified Deferred Compensation Plan.

Name		Executive Contributions in 2018 ($)			Aggregate Earnings (Loss) in 2018 ($)			Aggregate Withdrawals and Distributions ($)			Aggregate Balance at December 31, 2018 ($)(1)
Jean-Jacques Bienaimé		–			(17,280	)		(728,240)	(2)		681,200
Daniel Spiegelman		282,482	(3)		(95,578	)		–			470,689
Robert A. Baffi, Ph.D.		23,171	(4)		(23,132	)		(1,118,404)	(5)		480,513

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(1)	To the extent amounts reflect contributions of salary, bonus, equity awards, or other remuneration, the amounts are reported as compensation for the NEO in the “Summary Compensation Table” in this Proxy Statement and/or were previously reported as compensation for the NEO in the Company’s Summary Compensation Tables for previous years.
(2)	Reflects the value of 8,000 shares of common stock distributed to Mr. Bienaimé on January 1, 2018 (based on per share market price of $91.03 on the distribution date).
(3)	Amount includes (a) cash compensation of $240,690 contributed by Mr. Spiegelman, which is reflected in the amount of his compensation for 2018 as reported in the “Summary Compensation Table” in this Proxy Statement, and (b) recontributed dividend and interest of $41,792 earned during 2018.
(4)	Amount includes recontributed dividend and interest of $23,171 earned during 2018.
(5)	Reflects the value of (a) 10,500 shares of common stock distributed to Mr. Baffi on June 1, 2018 (based on per share market price of $91.92 on the distribution date), and (b) various investment fund withdrawals on January 2, 2018 and September 4, 2018 at various prices.

Potential Payments Upon Termination or Change in Control

We entered into an employment agreement with Mr. Bienaimé at the time of his hire and with each of our other executive officers, including the NEOs, in April 2007 or upon their respective date of hire. In January 2009, to comply with the changes to Section 409A, we amended and restated the employment agreements with each of our executive officers, including Mr. Bienaimé. We further amended the employment agreements in December 2012 to ensure that the timing of severance payments thereunder comply with Section 409A. In June 2015, we made certain changes to severance benefit provisions in the employment agreements for our NEOs (other than the Chief Executive Officer) to meet current market and peer company practices as well as to clarify certain terms. In December 2016, we amended and restated the employment agreement for our Chief Executive Officer 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. The amount and type of compensation payable to each NEO upon termination of employment under various circumstances and upon a change in control are described below.

Payments on Termination

The amount and type of compensation payable to each NEO 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 companywide 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—Post-Employment Obligations” 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 vested 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 chief executive officer, vice president, and executive Director are entitled to participate in our Nonqualified Deferred Compensation Plan.

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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 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.

Mr. Bienaimé’s benefits upon an involuntary termination without cause consist of:

●	200% 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 stock options;
●	paid premiums under COBRA for 18 months; and
●	reimbursement of outplacement services in an amount not to exceed $18,000.

Each NEO 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 60^th 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.

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.

Mr. Bienaimé’s benefits for termination in connection 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 in an amount not to exceed $18,000.

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” 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.

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Change in Control - Continued Employment

Upon a change in control without termination of employment, each of the NEOs is entitled to 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.

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 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, 2018 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; (iii) benefits previously accrued under the Nonqualified Deferred Compensation Plan; and (iv) benefits described above under the “Compensation Discussion and Analysis—Post-Employment Obligations. 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 $85.15, the closing price of our common stock on December 31, 2018, and the exercise prices of the accelerated stock options, if less than $85.15. The numbers of performance-based RSUs for such awards granted in 2016 and 2017 that are used in the calculation of market values of stock awards in the table below are the numbers of RSUs actually earned by the NEOs. The numbers of performance-based RSUs for such awards granted in 2018 that are used in the calculation of market values of stock awards in the table below are the target numbers of RSUs granted to each NEO (because the numbers of RSUs actually earned for such awards were not determined until February 2019, which was after December 31, 2018, 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		$	4,872,000			$	–			$	7,308,000
Cash Incentive			1,276,000				–				1,276,000
Stock award vesting acceleration			307,268	(2)			18,351,149	(3)			18,351,149	(3)
Benefits and Perquisites:
COBRA Premiums			25,283								910,200
Outplacement Services			18,000	(4)							18,000	(4)
Total			6,498,551				18,351,149				27,863,349
Daniel Spiegelman:
Cash Severance		$	1,440,000							$	1,920,000
Cash Incentive			360,000								360,000
Stock award vesting acceleration			2,206,596	(5)			4,983,384	(6)			4,983,384	(6)
Benefits and Perquisites:
COBRA Premiums			36,878								49,170
Total		$	4,043,474			$	4,983,384			$	7,312,554
Jeff Ajer:
Cash Severance		$	1,344,000							$	1,792,000
Cash Incentive			336,000								336,000
Stock award vesting acceleration			2,205,928	(7)			4,935,170	(8)			4,935,170	(8)
Benefits and Perquisites:
COBRA Premiums			37,277								49,702
Total		$	3,923,205			$	4,935,170			$	7,112,872

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Executive Benefits and Payments Upon Termination or Change in Control		Involuntary Termination Without Cause				Change in Control- Continued Employment				Change in Control- Terminated
Robert A. Baffi, Ph.D.:
Cash Severance		$	1,344,000							$	1,792,000
Cash Incentive			336,000								336,000
Stock award vesting acceleration			2,152,069	(9)			4,850,930	(10)			4,850,930	(10)
Benefits and Perquisites:
COBRA Premiums			33,498								44,664
Total		$	3,865,567			$	4,850,930			$	7,023,594
Henry J. Fuchs, M.D.:
Cash Severance		$	1,670,625							$	2,227,500
Cash Incentive			438,750								438,750
Stock award vesting acceleration			2,973,128	(11)			6,803,298	(12)			6,803,298	(12)
Benefits and Perquisites:
COBRA Premiums			17,152								22,870
Total		$	5,099,655			$	6,803,298			$	9,492,418

(1)	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—Post-Employment Obligations” 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 awards will remain exercisable for one year after death.
(2)	Based on the closing price of our common stock on December 31, 2018, $85.15. Relates to 190,706 stock options that would vest upon termination. Excludes 86,686 stock options with exercise prices greater than $85.15.
(3)	Based on the closing price of our common stock on December 31, 2018, $85.15. Relates to 190,706 stock options, 119,985 service-based RSUs and 91,922 performance-based RSUs that would vest upon termination. Excludes 86,686 stock options with exercise prices greater than $85.15.
(4)	Pursuant to Mr. Bienaimé’s employment agreement, the Company will reimburse Mr. Bienaimé for outplacement services 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.
(5)	Based on the closing price of our common stock on December 31, 2018, $85.15. Relates to 26,779 stock options, 12,955 service-based RSUs and 12,447 performance-based RSUs that would vest upon termination. Excludes 11,364 stock options with exercise prices greater than $85.15.
(6)	Based on the closing price of our common stock on December 31, 2018, $85.15. Relates to 51,554 stock options, 32,575 service-based RSUs and 24,974 performance-based RSUs that would vest upon termination. Excludes 23,702 stock options with exercise prices greater than $85.15.
(7)	Based on the closing price of our common stock on December 31, 2018, $85.15. Relates to 27,025 stock options, 12,932 service-based RSUs and 12,458 performance-based RSUs that would vest upon termination. Excludes 11,364 stock options with exercise prices greater than $85.15.
(8)	Based on the closing price of our common stock on December 31, 2018, $85.15. Relates to 52,378 stock options, 31,743 service-based RSUs and 25,225 performance-based RSUs that would vest upon termination. Excludes 23,702 stock options with exercise prices greater than $85.15.
(9)	Based on the closing price of our common stock on December 31, 2018, $85.15. Relates to 26,027 stock options, 12,670 service-based RSUs and 12,106 performance-based RSUs that would vest upon termination. Excludes 11,099 stock options with exercise prices greater than $85.15.
(10)	Based on the closing price of our common stock on December 31, 2018, $85.15. Relates to 50,098 stock options, 31,743 service-based RSUs and 24,278 performance-based RSUs that would vest upon termination. Excludes 23,106 stock options with exercise prices greater than $85.15.
(11)	Based on the closing price of our common stock on December 31, 2018, $85.15. Relates to 33,528 stock options, 17,255 service-based RSUs and 17,021 performance-based RSUs that would vest upon termination. Excludes 17,915 stock options with exercise prices greater than $85.15.
(12)	Based on the closing price of our common stock on December 31, 2018, $85.15. Relates to 65,157 stock options, 44,128 service-based RSUs and 34,538 performance-based RSUs that would vest upon termination. Excludes 37,925 stock options with exercise prices greater than $85.15.

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Table of Contents

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 15, 2019 (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 specif