EX-10.2 2 bmrn-exx102xq32024.htm EX-10.2
Exhibit 10.2
BioMarin Pharmaceutical Inc.
Summary of Independent Director Compensation
The summary below sets forth the compensation received by independent directors serving on the Board of Directors (the “Board”) of BioMarin Pharmaceutical Inc. (the “Company”). This summary is consistent with what was reported in the Company’s proxy statement previously filed with the Securities and Exchange Commission on April 9, 2024, except for the increase in the cash compensation for the chair and members of the Compensation Committee from $10,000 to $12,000, effective October 2, 2024. All independent directors are entitled to receive a combination of annual cash retainers and restricted stock unit (“RSU”) grants as summarized below as compensation for their service on the Company’s Board and Board committees.
Cash Compensation
The following table is a summary of the annual cash compensation payable to the independent directors. Each applicable line item is an additional element of compensation.

Director Position | Annual Cash Compensation
Compensation to All Independent Directors |
All Independent Directors | $ | 65,000 |
Elements of Compensation in Addition to Director Membership Retainer |
Independent Chair of the Board (if applicable) | $ | 80,000 |
Lead Independent Director (if applicable) | $ | 65,000 |
Audit Committee Member | $ | 13,500 |
Audit Committee Chair (premium in addition to committee membership retainer) | $ | 13,000 |
Compensation Committee Member | $ | 12,000 |
Compensation Committee Chair (premium in addition to committee membership retainer) | $ | 12,000 |
Corporate Governance and Nominating Committee Member | $ | 10,000 |
Corporate Governance and Nominating Committee Chair (premium in addition to committee membership retainer) | $ | 10,000 |
Science and Technology Committee Member | $ | 10,000 |
Science and Technology Committee Chair (premium in addition to committee membership retainer) | $ | 10,000 |
Strategic and Operating Review Committee Member | $ | 13,500 |
Strategic and Operating Review Committee Chair (premium in addition to committee membership retainer) | $ | 13,500 |

Equity Compensation
Annual Award
On the date of our annual meeting of stockholders for a given year, each re-elected independent director receives a RSU grant valued at $400,000, based on the Black-Scholes model valuation using a 30-day trailing average closing price of the Company’s common stock. The shares of common stock subject to the RSUs vest in full on the date immediately prior to the date of the Company’s next regular annual meeting of stockholders (approximately on the one-year anniversary of the grant date), subject to each respective director providing services to the Company through the vesting date.

New Independent Directors
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 director will serve prior to the Company’s next annual meeting of stockholders.
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