BioMarin Pharmaceutical Inc. Summary of Independent Director Compensation (Effective September 19, 2019)
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Summary
BioMarin Pharmaceutical Inc. has established a compensation plan for its independent directors, effective September 19, 2019. Independent directors receive annual cash retainers and restricted stock unit (RSU) grants for their service on the Board and its committees. The plan outlines specific cash amounts for general board service and additional roles, such as committee membership or chair positions. Each reelected director receives an annual RSU grant valued at $400,000, which vests after one year of continued service. New independent directors receive a pro-rated RSU grant based on their start date.
EX-10.1 2 exhibit101-30sep19x10q.htm EXHIBIT 10.1 Exhibit
Exhibit 10.1
BioMarin Pharmaceutical Inc.
Summary of Independent Director Compensation
Effective as of September 19, 2019, the Board of Directors (the “Board”) of BioMarin Pharmaceutical Inc. (the “Company”) approved revised compensation for the independent directors of the Company. 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 independent directors. Each applicable line item is an additional element of compensation.
Director Position | Annual Cash Compensation | |||
All Independent Directors | $ | 65,000 | ||
Additional Elements of Compensation: | ||||
Independent Chair of the Board (if applicable) | $ | 65,000 | ||
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 | $ | 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 | $ | 10,000 | ||
Science and Technology Committee Chair (premium in addition to committee membership retainer) | $ | 10,000 | ||
Equity Compensation
Annual Award
On the date of our annual meeting of stockholders for a given year, each reelected director receives an RSU grant valued at $400,000, based on the Black-Scholes model valuation using a three-month trailing average closing price of our common stock. The shares of common stock 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.
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.
