Brian R. Mueller
BIOMARIN PHARMACEUTICALAbout Brian R. Mueller
Executive Vice President and Chief Financial Officer of BioMarin; age 51; joined BioMarin in December 2002 after audit leadership roles at Arthur Andersen and KPMG; B.S. in Accountancy (Northern Illinois University); member of the American Institute of CPAs . 2024 corporate performance results that drove incentive pay included total revenue of $2.841B (adjusted), Non-GAAP diluted EPS of $3.29, and an overall annual bonus funding of 130% of target; three-year (2022–2024) performance-based equity payouts reflected strong core operating margin expansion (2.5% → 14.6%) and 71st percentile relative TSR (capped at 100% due to negative absolute TSR) . Say‑on‑pay support was 93% at the most recent vote, indicating broad shareholder alignment on pay design .
Past Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| BioMarin | EVP & CFO | Current | Joined BioMarin Dec 2002; previously CAO (Mar 2011–Jun 2020) and Corporate Controller . |
| KPMG | Senior Manager, Audit | 2002 | Joined after Arthur Andersen ceased operations in June 2002 . |
| Arthur Andersen LLP | Audit & Business Advisory | ~1995–Jun 2002 | Seven years prior to June 2002 . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| American Institute of Certified Public Accountants | Member | n/a | Professional membership . |
Fixed Compensation
- Base salary set to $705,000 effective March 2024 (up 4.4% vs. 2023); salary actually earned in 2024 was $699,231 (proration/timing) .
- 2024 annual cash incentive target was 60% of base; individual funding for Mueller set at 145% reflecting contributions to profitability and execution; paid $613,350 in March 2025 .
| Compensation Element | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary (earned) | $624,231 | $666,346 | $699,231 |
| Bonus (Sign-on/Other) | — | — | — |
| Stock Awards (RSUs/PSUs, Grant-Date FV) | $3,104,558 | $2,947,369 | $3,199,820 |
| Option Awards (Grant-Date FV) | $852,883 | $832,004 | $963,369 |
| Non-Equity Incentive (Annual Cash) | $500,850 | $384,750 | $613,350 |
| All Other Compensation | $24,762 | $23,723 | $22,798 |
| Total | $5,107,284 | $4,854,192 | $5,498,568 |
| Base Salary Setting | 2023 | 2024 |
|---|---|---|
| Base Salary | $675,000 | $705,000 |
| YoY Increase | — | 4.4% |
| Annual Cash Incentive (2024) | Target (% base) | Individual Funding | Actual Payout |
|---|---|---|---|
| Brian R. Mueller | 60% | 145% | $613,350 |
Performance Compensation
- Short-term program emphasized total revenue and Non-GAAP diluted EPS (50% combined weighting) plus development goals (50%); overall corporate funding was 130% of target .
| 2024 Annual Cash Incentive Metrics | Weight | Target | Result | Funding Pool Contribution |
|---|---|---|---|---|
| Total Revenue ($M, adjusted) | 25% | $2,810 | $2,841 | 26% |
| Non-GAAP Diluted EPS | 25% | $3.15 | $3.29 | 32% |
| Development Goals (Near-term, Mid-term) | 50% | See plan | See plan | 72% subtotal |
| Total Corporate Funding | 100% | — | — | 130% |
- Long-term PSUs earned for 2022–2024 period reflected rTSR at the 71st percentile (payout capped 100% due to negative absolute TSR), core operating margin above target (payout 169.7%), and strategic goals >100% (payout 175%) .
| 3-Year PSU Performance (2022–2024) | Target | 2022 | 2023 | 2024 | Payout |
|---|---|---|---|---|---|
| Relative TSR (percentile) | 50th | — | — | 71st | 100% cap |
| Core Operating Margin | 2.0%/yr | 2.5% | 7.4% | 14.6% | 169.7% |
| Strategic Goals | 100% | — | — | >100% | 175% |
- 2024 Equity Grants (Mueller):
| Award (Grant 3/15/2024) | Quantity | Price/Terms | Grant-Date FV |
|---|---|---|---|
| Stock Options | 25,540 | $83.87; expire 3/14/2034 | $963,369 |
| Service-based RSUs | 11,400 | Per award terms | $956,118 |
| Performance-based RSUs (Tranche A, target) | 13,680 | Performance-based; target shown | $1,478,808 |
| Performance-based RSUs (Tranche B, target) | 9,120 | Performance-based; target shown | $764,894 |
2024 design emphasized rTSR PSUs and removed financial-metric PSUs due to strategic review timing; weighting of short-term financial goals increased to 50% .
Equity Ownership & Alignment
| Ownership Snapshot (as of Mar 14, 2025) | Count/Status |
|---|---|
| Shares Beneficially Owned | 44,898 |
| Shares subject to options/RSUs vesting within 60 days | 169,644 |
| Total beneficial incl. within‑60‑day | 214,542 |
| % of Shares Outstanding | <1% (star in proxy) |
| Stock Ownership Policy | Detail |
|---|---|
| NEO Ownership Guideline | Value of shares + unvested RSUs = 2x base salary |
| Compliance Status (12/31/2024) | All directors and NEOs (except recent joiners) in compliance |
| Anti‑Hedging / Anti‑Pledging | Short sales, options, hedging, margin and pledging prohibited |
Selected outstanding equity at FY‑end 2024 (illustrative):
- Options: 25,540 (3/15/2024, $83.87, exp. 3/14/2034); 23,333 exercisable + 1,557 unexercisable (3/15/2021, $78.39, exp. 3/14/2031); earlier grants with strikes $73.82–$124.37 remain outstanding .
- RSUs (unvested at 12/31/2024): service‑based 11,400 (2024 grant) and prior blocks (e.g., 7,223 from 2023 grant), plus performance‑based targets (e.g., 9,630; 4,820; 4,820 from 2023; 13,680 and 9,120 from 2024) as disclosed .
- Valuation reference: $65.73 closing price at 12/31/2024 used for award values; many option exercise prices exceed this level, implying limited near‑term in‑the‑money pressure from options .
Employment Terms
- Involuntary termination without cause: 150% of current base + target bonus (paid lump sum on 60th day), pro‑rated target bonus for year of termination, 12 months additional vesting credit on unvested equity, 18 months COBRA premiums, and outplacement/legal support .
- Change‑in‑control (CIC) termination (double trigger): 200% of base + target bonus, pro‑rated target bonus, 100% vesting of unvested service‑based equity and target PSUs, 24 months COBRA, outplacement/legal support; CIC “continued employment” for NEOs (other than CEO) also vests 100% of unvested service‑based and target PSUs (single‑trigger equity vesting) .
- Estimated payouts (as of 12/31/2024 measurement, BMRN close $65.73):
| Scenario (Mueller) | Cash Severance | Cash Incentive | Equity Acceleration | Benefits/Other | Total |
|---|---|---|---|---|---|
| Involuntary Termination (No CIC) | $1,692,000 | $423,000 | $2,144,507 | $110,132 (COBRA + outplacement) | $4,369,639 |
| CIC – Continued Employment | — | — | $5,969,664 | — | $5,969,664 |
| CIC – Terminated | $2,256,000 | $423,000 | $5,969,664 | $138,509 (COBRA + outplacement) | $8,787,174 |
Governance protections and policies:
- Clawback: Dodd‑Frank/Nasdaq‑compliant recoupment policy adopted Oct 4, 2023; applies to incentive‑based compensation upon required restatement .
- Excise tax gross‑ups: Policy against granting excise tax gross‑ups to executives (adopted March 2015) .
- Nonqualified deferred compensation: Plan available; 2024 table shows no reported deferral balance for Mueller .
Investment Implications
- Pay‑for‑performance alignment: High variable pay with explicit revenue and profitability targets; 2024 corporate funding at 130% and Mueller’s individual payout at 145% reflect emphasis on execution and profitability, supporting confidence in financial discipline .
- Retention/turnover economics: Involuntary and CIC severance structures (150% and 200% of pay, respectively) plus significant equity acceleration ($6.0M under CIC) reduce retention risk and create meaningful “walk‑away” disincentives, but single‑trigger equity vesting upon CIC for NEOs (continued employment) introduces potential deal‑related equity supply overhang .
- Insider selling pressure: Near‑term vesting/exercisability covers 169,644 shares within 60 days of 3/14/2025, suggesting periodic RSU‑driven settlement needs; many option strikes remain above $65.73 (12/31/2024 close), tempering option exercise‑related selling near term .
- Governance risk mitigants: Prohibitions on hedging/pledging, robust clawback, no excise tax gross‑ups, and strong say‑on‑pay support (93%) collectively reduce governance and compensation risk factors from an investor perspective .
- Design evolution: 2024 and 2025 program changes increase rTSR‑linked PSUs and add innovation‑based PSUs (2025), tying more pay to shareholder outcomes and long‑term value creation; investors should monitor forward targets and disclosure of the innovation PSU to gauge rigor .
