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EQUITY COMPENSATION PLANS AND STOCK-BASED COMPENSATION | 12 Months Ended
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Dec. 31, 2022
Share-Based Payment Arrangement [Abstract] |
EQUITY COMPENSATION PLANS AND STOCK-BASED COMPENSATION | EQUITY COMPENSATION PLANS AND STOCK-BASED COMPENSATION Equity Compensation Plans Shares Available Under Equity Compensation Plans As of December 31, 2022, an aggregate of approximately 41.5 million unissued shares was authorized for future issuance under the Company’s stock plans, which primarily includes shares issuable under the 2017 Equity Incentive Plan (2017 EIP) and the ESPP. Under the 2017 EIP, shares issued and outstanding under the Amended and Restated 2006 Share Incentive Plan (the 2006 Share Incentive Plan) and the 2017 Equity Incentive Plan that expire or are forfeited generally become available for future issuance under the 2017 Equity Incentive Plan. No additional awards will be granted under the 2006 Share Incentive Plan; however, there are vested and unvested awards outstanding under the 2006 Share Incentive Plan. The Company’s stock-based compensation plans are administered by the Company’s Board of Directors (the Board), or designated Committee thereof, which selects persons to receive awards and determines the number of shares subject to each award and the terms, conditions, performance measures and other provisions of the awards. See Note 1 to these Consolidated Financial Statements for discussion regarding the valuation of equity awards. 2017 Equity Incentive Plan The 2017 EIP provides for awards of RSUs and stock options as well as other forms of equity compensation. RSUs granted to employees generally vest annually over a straight-line four-year period after the grant date. RSU Awards with Performance-based Vesting Conditions (PRSUs) generally vest over a three-year period on a cliff basis three years after the grant date. Stock option awards granted to employees generally vest over a four-year period on a cliff basis 12 months after the grant date and then monthly thereafter. The contractual term of stock option awards is generally 10 years from the grant date. As of December 31, 2022, approximately 27.7 million shares were authorized and reserved for future issuance under the 2017 Equity Incentive Plan. Employee Stock Purchase Plan The ESPP was initially approved in June 2006, replacing the Company’s previous plan, and was most recently amended in June 2019. Under BioMarin’s ESPP, employees meeting specific employment qualifications are eligible to participate and can purchase shares on established dates (each purchase date) semi-annually through payroll deductions at the lower of 85% of the fair market value of the stock at the commencement of the offering period or each purchase date of the offering period. Each offering period will span up to two years. The ESPP permits eligible employees to purchase common stock through payroll deductions for up to 10% of qualified compensation, up to an annual limit of $25,000. The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. During the year ended December 31, 2022, the Company issued 0.3 million shares under the ESPP. As of December 31, 2022, approximately 7.0 million shares were authorized and 2.8 million shares reserved for future issuance under the ESPP. Board of Director Grants On the date of the Company’s annual meeting of stockholders for a given year, each re-elected Independent Director receives an RSU grant valued at $400,000, with the number of RSUs to be granted calculated based on the thirty-day trailing average closing price of the Company’s common stock on the Nasdaq Global Select Market. The annual RSU grant for a director who has served for less than a year is prorated to the nearest quarter of the calendar year. The RSUs subject to the annual award vest in full on the one-year anniversary of the grant date, subject to each respective Director providing service to the Company through such vesting date. Upon election or appointment, a new Independent Director will receive an RSU grant on the same terms as the annual award, pro-rated for amount and vesting to the nearest quarter for the time such new Independent Director will serve prior to the Company’s next annual meeting of stockholders. Stock-based Compensation Stock-based compensation expense included on the Company’s Consolidated Statements of Operations for all stock-based compensation arrangements was as follows:
| Years Ended December 31,
| 2022 |  | 2021 |  | 2020
Cost of sales | $ | 17,709 |  |  | $ | 22,357 |  |  | $ | 26,246 |
Research and development | 61,702 |  |  | 67,196 |  |  | 61,942 |
Selling, general and administrative | 116,897 |  |  | 107,710 |  |  | 101,523 |
Total stock-based compensation expense | $ | 196,308 |  |  | $ | 197,263 |  |  | $ | 189,711 |
Stock-based compensation of $21.3 million, $20.0 million and $20.1 million was capitalized into inventory for the years ended December 31, 2022, 2021 and 2020, respectively. Capitalized stock-based compensation is recognized in Cost of Sales when the related product is sold. Restricted Stock Units Restricted Stock Unit Awards with Service-Based Vesting Conditions Below is a summary of activity related to RSUs with service-based vesting conditions under the Company's plan for the year ended December 31, 2022:
| Shares |  | Weighted Average Grant Date Fair Value
Non-vested units as of December 31, 2021 | 4,437,512 |  |  | $ | 80.38 |
Granted | 2,266,150 |  |  | $ | 79.43 |
Vested | (1,609,186) |  |  | $ | 81.68 |
Forfeited | (574,730) |  |  | $ | 79.55 |
Non-vested units as of December 31, 2022 | 4,519,746 |  |  | $ | 79.55 |
The weighted-average grant date fair value per share of RSUs granted during the years ended December 31, 2022, 2021 and 2020, was $79.43, $78.46 and $77.13, respectively. The total intrinsic value of restricted stock that vested and released in the years ended December 31, 2022, 2021 and 2020, was $130.1 million, $117.2 million and $109.9 million respectively. As of December 31, 2022, total unrecognized compensation cost related to unvested RSUs with service-based vesting conditions of $251.2 million was expected to be recognized over a weighted average period of 2.5 years. Restricted Stock Unit Awards with Performance-based Vesting Conditions Below is a summary of activity related to RSUs with vesting conditions based on performance targets under the Company's plan for the year ended December 31, 2022:
| Shares |  | Weighted Average Grant Date Fair Value
Non-vested units as of December 31, 2021 | 437,049 |  |  | $ | 78.78 |
Granted | 147,840 |  |  | $ | 78.27 |
Vested | (102,489) |  |  | $ | 82.60 |
Forfeited | (34,738) |  |  | $ | 65.09 |
Non-vested units as of December 31, 2022 | 447,662 |  |  | $ | 78.75 |
The weighted-average grant date fair value of the PRSUs for the years ended December 31, 2022, 2021 and 2020, was $78.27, $78.09 and $84.17, respectively. Non-vested PRSUs included grants with vesting contingent upon the achievement of a three-year Non-GAAP income target, upon the achievement of a three-year Core Operating margin target, vesting contingent upon achievement of a three-year strategic goal target and vesting contingent upon achievement of certain regulatory milestones. The awarded PRSUs generally vest over a three-year service period on a cliff basis. The Company evaluated the targets in the context of its current long-range financial plan, its product candidate development pipeline and planned regulatory activity and determined that attainment of each grant target was probable for accounting purposes commencing in the quarter granted. The number of shares that may be earned range between 50% and 200% of the base PRSUs. As of December 31, 2022, total unrecognized compensation expense related to non-vested PRSUs of $12.8 million was expected to be recognized over a weighted average period of 1.2 years. Restricted Stock Unit Awards with Market-based Vesting Conditions The Compensation Committee and Board may grant RSUs with market-based vesting conditions (base TSR-RSUs) to certain executives. These base TSR-RSUs vest, if at all, in full following a three-year service period only if certain total shareholder return (TSR) results relative to the Nasdaq Biotechnology Index comparative companies are achieved. The number of shares that may be earned range between zero percent and 200% of the base TSR-RSUs with a ceiling achievement level of 100% of the base TSR-RSUs in the event the Company’s TSR is above the 50th percentile but negative on an absolute basis. Below is a summary of activity related to RSUs with market-based vesting conditions under the Company's plan for the year ended December 31, 2022:
| Shares |  | Weighted Average Grant Date Fair Value
Non-vested units as of December 31, 2021 | 350,860 |  |  | $ | 123.73 |
Granted | 147,770 |  |  | $ | 124.67 |
Vested | (89,640) |  |  | $ | 143.92 |
Forfeited | (12,870) |  |  | $ | 120.72 |
Non-vested units as of December 31, 2022 | 396,120 |  |  | $ | 119.61 |
The grant date fair values and assumptions used to determine the grant date fair value of TSR-RSUs granted during the periods presented were as follows:
| Years Ended December 31,
| 2022 |  | 2021 |  | 2020
Grant date fair value | $124.67 |  | 117.52 |  | $112.12 – $217.65
Expected volatility | 24.5 – 157.6% |  | 24.7 – 161.7% |  | 21.3 – 159.9%
Dividend yield | 0.0% |  | 0.0% |  | 0.0%
Expected term | 2.8 years |  | 2.8 years |  | 2.5 – 2.8 years
Risk-free interest rate | 2.0% |  | 0.3% |  | 0.2 – 0.4%
As of December 31, 2022, total unrecognized compensation expense of $17.1 million related to base TSR-RSUs was expected to be recognized over a weighted average period of 1.8 years. Stock Options and Purchase Rights Stock Options The following table summarizes activity under the Company’s stock option plans for the year ended December 31, 2022. All stock option grants presented in the table had exercise prices not less than the fair value of the underlying common stock on the grant date:
| Shares |  | Weighted Average Exercise Price |  | Weighted Average Remaining Years |  | Aggregate Intrinsic Value (1)
Options outstanding as of December 31, 2021 | 6,449,692 |  |  | $ | 78.79 |  |  |  |  | $ | 80,857 |
Granted | 695,180 |  |  | $ | 78.67 |  |  |  |  |
Exercised | (943,038) |  |  | $ | 55.80 |  |  |  |  |
Expired and forfeited | (258,299) |  |  | $ | 79.20 |  |  |  |  |
Options outstanding as of December 31, 2022 | 5,943,535 |  |  | $ | 82.41 |  |  | 4.9 |  | $ | 132,395 |
Options unvested as of December 31, 2021 | 1,255,818 |  |  | $ | 78.64 |  |  | 8.6 |  | $ | 31,309 |
Exercisable at December 31, 2022 | 4,687,717 |  |  | $ | 83.42 |  |  | 3.9 |  | $ | 101,085 |
(1)The aggregate intrinsic value for outstanding options is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock on the Nasdaq Global Select Market as of the last trading day for the respective year. The aggregate intrinsic value of options outstanding and exercisable includes options with an exercise price below $103.49, the closing price of the Company’s common stock on the Nasdaq Global Select Market on December 30, 2022. The weighted-average fair value per stock options granted in the years ended December 31, 2022, 2021 and 2020, were $32.45, $31.61 and $27.47, respectively. The total intrinsic value of options exercised during the years ended December 31, 2022, 2021 and 2020, were $32.1 million, $40.7 million and $71.9 million, respectively, determined as of the date of option exercise. Upon the exercise of the options, the Company issues new common stock from its authorized shares. The assumptions used to estimate the per share fair value of stock options granted during the periods presented were as follows:
| Years Ended December 31,
| 2022 |  | 2021 |  | 2020
Expected volatility | 38.1 – 40.5% |  | 39.4 – 41.6% |  | 36.5 – 42.2%
Dividend yield | 0.0% |  | 0.0% |  | 0.0%
Expected term | 4.7 – 6.1 years |  | 4.7 – 6.0 years |  | 4.6 – 5.9 years
Risk-free interest rate | 2.1 – 4.2% |  | 0.7 – 1.3% |  | 0.3 – 1.7%
As of December 31, 2022, total unrecognized compensation cost related to unvested stock options of $31.5 million was expected to be recognized over a weighted average period of 2.5 years. The net tax expense from stock options exercised during the year ended December 31, 2022 was $0.2 million. Stock Purchase Rights The assumptions used to estimate the per share fair value of stock purchase rights granted under the ESPP were as follows:
| Years Ended December 31,
| 2022 |  | 2021 |  | 2020
Expected volatility | 28.6 – 69.2% |  | 23.7 – 69.2% |  | 30.6 – 69.2%
Dividend yield | 0.0% |  | 0.0% |  | 0.0%
Expected term | 0.5 – 2.0 years |  | 0.5 – 2.0 years |  | 0.5 – 2.0 years
Risk-free interest rate | 0.04 – 4.75% |  | 0.04 – 2.4% |  | 0.1 – 2.8%
As of December 31, 2022, total unrecognized compensation cost related to unvested stock purchase rights under the ESPP of $14.0 million was expected to be recognized over a weighted average period of 1.3 years.

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