SEC Filing | Biogen

Corporate Governance Matters

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PRE 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

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☒		Preliminary Proxy Statement

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☐		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under §240.14a-12

BIOGEN INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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LOGO

NOTICE OF

2021 Annual Meeting of

Stockholders and Proxy Statement

Wednesday, June 2, 2021

9:00 a.m. Eastern Time

To be held online at

www.virtualshareholdermeeting.com/BIIB2021

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

DATED APRIL 9, 2021

LOGO



		Letter from our Chairman

April , 2021

To My Fellow Stockholders:

On behalf of the Board of Directors, I want to thank you for your investment in Biogen and for the confidence you place in this Board to oversee your interests in our company. For more than 40 years, Biogen has played a key role in advancing the field of biotechnology as we work to address some of the most complex diseases. Today, as we continue to face the challenges posed by the global COVID-19 pandemic, the importance of developing and assuring access to therapies for patients in need is more evident than ever.

As I reflect on 2020 and consider the challenges we faced, both as a society and in our business, I am reminded of the importance of our mission – we are pioneers in neuroscience. We care deeply about making a difference, and we are passionate about our commitment to patients, our employees, the environment, the communities where we live and work and you, our stockholders. Our employees work every day knowing that thousands of people worldwide count on Biogen and our therapies to make a meaningful difference in their lives. But we don’t stop there. We work to have an impact beyond our medicines as we strive to improve patient health outcomes, address social and environmental challenges, cultivate a workplace that enables our employees to thrive, support local communities and inspire future generations of scientists. I am thankful for the drive and dedication of our employees and how they rose to meet the challenges of 2020.

In response to the COVID-19 pandemic, the Biogen Foundation donated $12.0 million to support COVID-19 relief efforts, assisting 82 organizations across 35 countries. The donations were focused on expanding testing options, easing the strain on medical systems and supporting access to necessities like food.

We are committed to Diversity, Equity and Inclusion (DE&I) across all aspects of our organization – from hiring, promotion and development practices, to clinical research and trials, to patient advocacy that helps us better serve our African American, Black, Latinx and other minority communities. We believe that having a diverse, equitable and inclusive workplace allows us to empower our global workforce, foster innovation and achieve better business results. In 2020 we enhanced our DE&I strategy and outlined actionable steps to deepen our commitment and build upon our strong foundation. This plan includes a four-part initiative to build our talent and leadership pipeline, improve health outcomes for the African American, Black, Latinx and other minority communities in the disease areas we treat and expand sourcing with minority-owned businesses.

We have a longstanding commitment to addressing key environmental and sustainability impacts and we aspire to be a catalyst for positive change. In September 2020 we launched Healthy Climate, Healthy Lives^™, a $250.0 million, 20-year initiative to eliminate fossil fuels across our operations and collaborate with renowned institutions with the aim to improve health, especially for the world’s most vulnerable populations. We are the first Fortune 500 company to commit to become fossil fuel free across our operations by 2040.

Our Board takes its role in protecting the interest of our fellow stockholders and overseeing our long-term business strategy very seriously. We believe that good corporate governance and high ethical standards are key to our success. We are accountable to you, our stockholders, and remain committed to investing time with you to

increase transparency and better understand your perspectives. During 2020 independent members of our Board met with several stockholders to discuss a variety of topics, including business strategy, capital allocation, corporate governance, executive compensation and our environmental, social and governance initiatives. We look forward to continuing these dialogues in 2021 and beyond.

Our Board believes ensuring diverse perspectives, including a mix of skills, experience and backgrounds, is key to representing the interests of stockholders effectively. This year we have nominated two new candidates to stand for election as directors at our 2021 annual meeting of stockholders.

We had a productive and successful 2020 despite the challenges we faced – including the entry of multiple TECFIDERA generic entrants in the U.S. market, in addition to the challenges we faced relating to the COVID-19 pandemic. As I write to you, we have submitted regulatory filings for aducanumab, the investigational treatment for early Alzheimer’s disease we are developing in collaboration with Eisai Co., Ltd., in the U.S., the European Union (E.U.) and Japan and we are ready to launch aducanumab in the U.S. If approved, aducanumab would become the first therapy to meaningfully change the course of Alzheimer’s disease.

We are proud of all of our other accomplishments in 2020, including:

•

Generating revenue of $13.4 billion for the year while maintaining leadership in our core businesses in multiple sclerosis (MS) and spinal muscular atrophy.

•

Submission of regulatory filings for:

•

SB11, a proposed ranibizumab biosimilar referencing LUCENTIS, in the U.S. and the E.U., which we are developing in collaboration with Samsung Bioepis Co., Ltd.; and

•

VUMERITY (diroximel fumarate; DRF) in the E.U.

•

The addition or advancement of 12 clinical programs to our pipeline, in areas such as MS, amyotrophic lateral sclerosis, Parkinson’s disease and other movement disorders, depression and biosimilars.

•

The European Commission’s approval of a new intramuscular injection route of administration for PLEGRIDY (peginterferon beta-1a) for the treatment of relapsing-remitting MS.

•

Our collaborations with:

•

Sangamo Therapeutics, Inc. to develop and commercialize gene regulation therapies for the potential treatment of Alzheimer’s, Parkinson’s, neuromuscular and other neurological diseases;

•

Denali Therapeutics Inc. to co-develop and co-commercialize therapies for the potential treatment of Parkinson’s disease and neurodegenerative diseases; and

•

Sage Therapeutics, Inc. to jointly develop and commercialize BIIB125 (zuranolone) for the potential treatment of major depressive disorder and postpartum depression and BIIB124 (SAGE-324) for the potential treatment of essential tremor with potential in other neurological conditions such as epilepsy.

•

The approximately €2.4 billion of healthcare savings in Europe that we estimate was contributed by our three anti-tumor necrosis factor biosimilars.

•

Being named the number one biotechnology company on the Dow Jones Sustainability World Index for the fifth time and being recognized as a corporate sustainability leader with the Gold Class Sustainability Award from RobecoSAM.

•

Our use of green chemistry processes and techniques to reduce our waste and energy consumption.

•

Our perfect score of 100% on the Human Rights Campaign’s Corporate Equality Index (a national benchmarking tool on corporate policies and practices pertinent to LGBTQ employees) for the seventh consecutive year and our perfect score of 100% on the Disability Equality Index for the third consecutive year.

•

The engagement of more than 57,000 students in hands-on learning to inspire their passion for science since the inception of Biogen’s Community Labs in 2002 with priority focus on underrepresented students.

On behalf of the Board, I am pleased to invite you to attend our 2021 annual meeting of stockholders, which will be held on Wednesday, June 2, 2021, beginning at 9:00 a.m. Eastern Time. Due to the ongoing COVID-19 pandemic and to support the health and well-being of our employees and stockholders, this year’s annual meeting will be held in a virtual meeting format only. You may attend the meeting virtually via the Internet at www.virtualshareholdermeeting.com/BIIB2021, where you will be able to view the meeting, vote online and submit questions. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or your proxy card or voting instruction form to attend the annual meeting virtually via the Internet. We plan to evaluate the format of future annual meetings following this public health crisis.

The following notice of our annual meeting of stockholders contains details of the business to be conducted at the meeting. Only stockholders of record at the close of business on April 9, 2021, will be entitled to notice of, and to vote at, the annual meeting.

It is an honor to serve as your Chairman and, on behalf of the Board of Directors, I thank you for your continued support and investment in Biogen.

Very truly yours,

LOGO

STELIOS PAPADOPOULOS, Ph.D.

Chairman of the Board

On behalf of the Board of Directors of Biogen Inc.

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

DATED APRIL 9, 2021

LOGO



		Notice of 2021 Annual Meeting of Stockholders

Date:

Wednesday, June 2, 2021

Time:

9:00 a.m. Eastern Time

Place:

Online only at www.virtualshareholdermeeting.com/BIIB2021

Record Date:

April 9, 2021. Only Biogen stockholders of record at the close of business on the record date are entitled to receive notice of, and vote at, the annual meeting.

Items of Business:

To elect the 13 nominees identified in the accompanying Proxy Statement to our Board of Directors to serve for a one-year term extending until our 2022 annual meeting of stockholders and their successors are duly elected and qualified.

To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.

To hold an advisory vote on executive compensation.

To approve an amendment to Biogen’s Amended and Restated Certificate of Incorporation, as amended, to add a federal forum selection provision.

To act on a stockholder proposal, if properly presented at the meeting, requesting that Biogen prepare a report on Biogen’s lobbying activities.

To act on a stockholder proposal, if properly presented at the meeting, requesting that Biogen prepare a report on Biogen’s gender pay gap.

To transact such other business as may be properly brought before the annual meeting and any adjournments or postponements.

Virtual Meeting:

To participate in the annual meeting virtually via the Internet, please visit www.virtualshareholdermeeting.com/BIIB2021. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or your proxy card or voting instruction form that accompanied your proxy materials. Stockholders will be able to vote and submit questions during the annual meeting.

You will not be able to attend the annual meeting in person.

Voting:

Your vote is extremely important regardless of the number of shares you own. Whether or not you expect to attend the annual meeting online, we urge you to vote as promptly as possible by telephone or Internet or by signing, dating and returning a printed proxy card or voting instruction form, as applicable. If you attend the annual meeting online, you may vote your shares during the annual meeting virtually via the Internet even if you previously voted your proxy. Please vote as soon as possible to ensure that your shares will be represented and counted at the annual meeting.

Important Notice Regarding the Availability of Proxy Materials for Annual Meeting of Stockholders

To Be Held on June 2, 2021:

The Notice of 2021 Annual Meeting of Stockholders, Proxy Statement and 2020 Annual Report on Form 10-K

are available at the following website: www.proxyvote.com.

By Order of Our Board of Directors,

LOGO

SUSAN H. ALEXANDER,

Secretary

225 Binney Street

Cambridge, Massachusetts 02142

April , 2021

This Notice and Proxy Statement are first being sent to stockholders on or about April , 2021.

Our 2020 Annual Report on Form 10-K is being sent with this Notice and Proxy Statement.

Proxy Statement Table of Contents


Proxy Statement Summary			iv
1	General Information About the Meeting			1





2	Corporate Governance at Biogen	Corporate Governance Practices		7
		Director Independence		7
		Nominating Processes		8
		Annual Elections and Majority Voting		9
		Director Qualifications, Standards and Diversity		9
3	Board of Directors	Proposal 1 – Election of Directors		11
		Committees and Meetings		19
		Director Compensation		20
		2020 Changes to Director Compensation		20
		Retainers and Expenses		20
		Equity Awards		21
		10b5-1 Trading Plans		21
		Non-Employee Director Stock Ownership Guidelines		21
		2020 Director Compensation		22
		Director Equity Outstanding at 2020 Fiscal Year-End		23
		Board Risk Oversight		23
		Compensation Risk Assessment		24
4	Stock Ownership			26





5	Audit Committee Matters	Proposal 2 – Ratification of the Selection of Our Independent Registered Public Accounting Firm		28
		Audit Committee Report		29
		Audit and Other Fees		30
		Policy on Pre-Approval of Audit and Non-Audit Services		30


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Proxy Statement Table of Contents (continued)


6	Executive Compensation Matters	Proposal 3 – Advisory Vote on Executive Compensation	31
		Compensation Discussion and Analysis	32
		Executive Summary	32
		2020 Executive Compensation Programs and Pay-for-Performance Alignment	37
		Roles and Responsibilities	38
		Executive Compensation Philosophy and Objectives	39
		External Market Competitiveness and Peer Group	40
		Compensation Elements	41
		Compensation Mix	41
		Performance Goals and Target Setting Process	41
		2020 Hiring and Transition-Related Compensation Decisions	43
		2020 Base Salary	43
		2020 Performance-Based Plans and Goal Setting	43
		Long-Term Incentives	49
		Total Target Direct Compensation and Realizable Pay	55
		Retirement Plans	55
		Other Benefits	55
		Post-Termination Compensation and Benefits	56
		Stock Ownership Guidelines	56
		Recoupment of Compensation	56
		Insider Trading, Hedging and Pledging Policy Prohibitions	57
		Tax-Deductibility of Compensation	57
		Compensation Committee Report	57
		Summary Compensation Table	58
		2020 Grants of Plan-Based Awards	60
		Outstanding Equity Awards at 2020 Fiscal Year-End	61
		2020 Option Exercises and Stock Vested	62
		2020 Non-Qualified Deferred Compensation	63
		Potential Payments Upon Termination or Change in Control	64
		CEO Pay Ratio	67
7	Other Management Proposal	Proposal 4 – Approve an Amendment to Biogen’s Amended and Restated Certificate of Incorporation, as Amended, to Add a Federal Forum Selection Provision	68





8	Stockholder Proposals	Proposal 5 – Stockholder Proposal Requesting a Report on Biogen’s Lobbying Activities	70
		Proposal 6 – Stockholder Proposal Requesting a Report on Biogen’s Gender Pay Gap	72


-ii-

Proxy Statement Table of Contents (continued)


9	Additional Information	Certain Relationships and Related Person Transactions		74
		Equity Compensation Plan Information		75
		Miscellaneous		76
		Stockholder Proposals		76
		Other Stockholder Communications		76
		Incorporation by Reference		76
		Copies of Annual Meeting Materials		76
		Manner and Cost of Proxy Solicitation		76
Appendix A — GAAP to Non-GAAP Reconciliation			A-1
Appendix B — Certificate of Amendment of Amended and Restated Certificate of Incorporation, as amended			B-1


-iii-

Proxy Statement Summary

This summary highlights important information you will find in this Proxy Statement. As it is only a summary, please review the complete Proxy Statement before you vote.



		Annual Meeting Information


DATE:		Wednesday, June 2, 2021
TIME:		9:00 a.m. Eastern Time
LOCATION:		Online only at www.virtualshareholdermeeting.com/BIIB2021 You will not be able to attend the annual meeting in person.
RECORD DATE:		April 9, 2021



		Voting Matters and Vote Recommendation


Voting Matter	Board Recommendation	Page Number for more detail
Item 1—Election of Directors	FOR each nominee	11
Item 2—Ratification of the Selection of our Independent Registered Public Accounting Firm	FOR	28
Item 3—Advisory Vote on Executive Compensation	FOR	31
Item 4—Approval of an Amendment to Our Amended and Restated Certificate of Incorporation, as Amended, to Add a Federal Forum Selection Provision	FOR	68
Item 5—Stockholder Proposal Requesting a Report on Our Lobbying Activities	AGAINST	70
Item 6—Stockholder Proposal Requesting a Report on Our Gender Pay Gap	AGAINST	72



		How to Vote

LOGO

Vote Right Away Through Advance Voting Methods Vote by Internet Using Your Computer Go to www.proxyvote.com and enter the 16-digit control number provided on your proxy card or voting instruction form. Vote by Telephone Call 800-690-6903 or the number on your proxy card or voting instruction form. You will need the 16-digit control number provided on your proxy card or voting instruction form. Vote by Mail Complete, sign and date the proxy card or voting instruction form and mail it in the accompanying pre-addressed envelope. Vote During Meeting See Part 1 - "General Information About the Meeting" for details on how to vote during the Annual Meeting.


-iv-

Proxy Statement Summary (continued)



		Highlights of 2020 Company Performance

We are a global biopharmaceutical company focused on discovering, developing and delivering worldwide innovative therapies for people living with serious neurological and neurodegenerative diseases as well as related therapeutic adjacencies. Our core growth areas include multiple sclerosis (MS) and neuroimmunology; Alzheimer’s disease and dementia; neuromuscular disorders, including spinal muscular atrophy (SMA) and amyotrophic lateral sclerosis (ALS); movement disorders, including Parkinson’s disease; ophthalmology; and neuropsychiatry. We are also focused on discovering, developing and delivering worldwide innovative therapies in our emerging growth areas of immunology; acute neurology; and neuropathic pain. In addition, we commercialize biosimilars of advanced biologics. We support our drug discovery and development efforts through the commitment of significant resources to discovery, research and development programs and business development opportunities. For additional information, please see our 2020 Annual Report on Form 10-K.

LOGO

2020 Operating Performance Highlights

•

Full year total revenue of $13.4 billion.

•

Submission of regulatory filings for:

•

aducanumab, the investigational treatment for early Alzheimer’s disease we are developing in collaboration with Eisai Co., Ltd. (Eisai), in the U.S., the European Union (E.U.) and Japan;

•

SB11, a proposed ranibizumab biosimilar referencing LUCENTIS, in the U.S. and the E.U., which we are developing in collaboration with Samsung Bioepis Co., Ltd. (Samsung Bioepis), our joint venture with Samsung BioLogics Co., Ltd. (Samsung BioLogics); and

•

VUMERITY (diroximel fumarate; DRF) in the E.U.

•

The addition or advancement of 12 clinical programs to our pipeline, including in MS, ALS, Parkinson’s disease and other movement disorders, depression and biosimilars.

•

The European Commission’s approval of a new intramuscular injection route of administration for PLEGRIDY (peginterferon beta-1a) for the treatment of relapsing-remitting MS.

•

Our collaborations with:

•

Sangamo Therapeutics, Inc. (Sangamo) to develop and commercialize gene regulation therapies for the potential treatment of Alzheimer’s, Parkinson’s, neuromuscular and other neurological diseases;

•

Denali Therapeutics Inc. (Denali) to co-develop and co-commercialize therapies for the potential treatment of Parkinson’s disease and neurodegenerative diseases; and

•

Sage Therapeutics, Inc. (Sage) to jointly develop and commercialize BIIB125 (zuranolone) for the potential treatment of major depressive disorder and postpartum depression and BIIB124 (SAGE-324) for the potential treatment of essential tremor with potential in other neurological conditions such as epilepsy.


-v-

Proxy Statement Summary (continued)

•

We continued to expand our biosimilars business, with over approximately 240,000 patients on our three anti-tumor necrosis factor (TNF) biosimilars in Europe as of December 31, 2020. We estimate that our anti-TNF biosimilars contributed approximately €2.4 billion of healthcare savings in 2020 across Europe.

•

Named the number one biotechnology company on the Dow Jones Sustainability World Index for the fifth time.

•

Repurchased approximately 22.4 million shares of our common stock at a total cost of approximately $6.7 billion.



		Our Values

Biogen Elements

Much like the periodic table of elements documents the building blocks of the universe around us, the Biogen Elements give shape to our company’s culture and are embedded into all our people processes, including performance management, rewards and recognition, goal setting and development programs and activities. The Biogen Elements drive the behaviors, actions and decisions required to achieve our strategy and promote a unified approach to our individual jobs – strengthening our mission, informing our leadership, expanding our impact and fueling our growth.

LOGO

As we remain focused on discovering, developing and delivering worldwide innovative therapies, we remain customer focused. We keep patients, payers and physicians front and center in our daily work and collaborate to solve critical scientific and business challenges. In doing so, we foster an inclusive community, both internally and externally. We work in partnership to break down siloes and encourage diverse perspectives and backgrounds at all levels.

A pioneering spirit permeates our work. We challenge the status quo and experiment to create new possibilities. We are not afraid to take calculated risks and learn from failure. We are resilient and agile, adapting in response to internal changes and external disruptors, and developing solutions quickly to take advantage of emerging opportunities.

As pioneers and leaders, we hold ourselves accountable for our work and results. We honor our commitments and we never compromise our integrity. We sustain an ethical environment of trust, honesty and transparency while ensuring appropriate confidentiality.

Climate and Health

We have a longstanding commitment to addressing key environmental and sustainability impacts and we aspire to be a catalyst for positive change. We have adopted strong corporate responsibility policies and work to reduce the operational impact on the environment resulting from our business, including carbon emissions and water use, and by increasing the environmental and social performance of our supply chain.

In September 2020 we announced Healthy Climate, Healthy Lives, a $250.0 million, 20-year initiative to eliminate fossil fuels across our operations and collaborate with renowned institutions with the aim to improve health, especially for the world’s most vulnerable populations. We are the first Fortune 500 company to commit to become fossil fuel free across our operations by 2040.

As part of this commitment, we utilize a science-based approach, demonstrated by establishing a climate target consistent with reductions required to keep warming to 1.5°C. Our Science Based Targets Initiative-approved commitment is to reduce absolute scopes 1 and 2 greenhouse gas emissions 55% by 2032 and 100% by 2040 from a 2019 base year. To achieve this goal, we embrace sustainable drug development, including green chemistry and reduced packaging, as an opportunity to improve our operations.


-vi-

Proxy Statement Summary (continued)

Our 2020 accomplishments include:

•

Launched Healthy Climate, Healthy Lives, an initiative that goes beyond net zero emissions with a goal of realizing zero emissions from our global operations by 2040.

•

Named the Biotechnology Industry Leader on the Dow Jones Sustainability World Index for the fifth time.

•

Recognized as a corporate sustainability leader with the Gold Class Sustainability Award from RobecoSAM.

•

Reduced total potable water usage by 10% and non-hazardous waste generated by 35%, each as compared to 2019.

•

Demonstrated our commitment by signing America Is All In and joining the World Business Council on Sustainable Development, the United Nations Global Compact, the World Economic Forum Alliance of CEO Climate Leaders, the EV100 (committing to a 100% electric vehicle fleet by 2025), Ceres BICEP, Biopharma Sustainability Roundtable and the Pharmaceutical Environmental Group, among others.

Diversity, Equity and Inclusion

We believe that prejudice, racism and intolerance are unacceptable and that different perspectives and all forms of diversity make us stronger and help us succeed as a business. We are committed to Diversity, Equity and Inclusion (DE&I) across all aspects of our organization, including hiring, promotion, compensation and development practices. As of December 31, 2020, 28% of Biogen’s director-level and above positions were held by ethnic or racial minorities in the U.S. Our policies and practices are global, but the laws in many countries outside the U.S. do not permit us to collect ethnic or racial data on our employees. Globally, 48% of Biogen’s positions at director-level and above were held by women.

In 2020 we enhanced our DE&I strategy and outlined actionable steps to deepen our commitment and build upon a strong foundation. This four-part strategy aims to:

•

Build a diverse talent and leadership pipeline

•

Build awareness and capability on how to drive DE&I throughout our organization

•

Help improve health outcomes in the disease areas we treat

•

Promote economic empowerment

We plan to create even greater awareness and capability in our organization through leadership accountability and transparency. To establish and progress this strategy, we rely on a cross-company governing body of employees known as the Diversity, Equity & Inclusion Strategic Council.

We aim to increase diversity* in U.S. manager positions and above by 30% by the end of 2021. We have and will continue to disclose our EEO-1 (Equal Employment Opportunity) data as part of our effort to foster greater transparency.

We are honored to be recognized as a company of choice. We scored 100% on the 2020 Disability Equality Index, which measures our policies and practices related to disability inclusion, for the third consecutive year. Additionally, for the seventh consecutive year, we were recognized as a Best Place to Work for LGBTQ Equality by the Human Rights Campaign, scoring 100% on their Corporate Equality Index.

*	Percent of U.S. manager positions and above held by Black, African American and Latinx employees as well as Asian employees where underrepresented.

Philosophy on Pay Equity

We are committed to ensuring that our employees receive equal pay for equal work. We establish components and ranges of compensation based on market and benchmark data. Within this context, we strive to pay all employees equitably within a reasonable range, taking into consideration factors such as role, function, market data, internal equity, job location, relevant experience and individual, business unit and company performance. In addition, we are committed to providing flexible benefits designed to allow our diverse global workforce to have reward opportunities that meet their varied needs so that they are inspired to perform their best on behalf of patients and stockholders each day.


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Proxy Statement Summary (continued)

We have multiple initiatives to recognize, interrupt and prevent bias in hiring, performance management and compensation decisions and we provide resources to further develop managers and leaders to help them make equitable decisions about pay.

We regularly review our compensation practices and analyze the equity of compensation decisions, for individual employees and our workforce as a whole. If we identify employees with pay gaps, we review and take appropriate action to ensure fidelity between our stated philosophy and actions.

To better understand our pay equity performance, we completed a global analysis in 2020, which was conducted by an external consultant who helped us analyze comparable roles to evaluate whether gender impacted compensation at Biogen. In the U.S., where the law permits the collection of race data, we also included race in the analysis, consistent with our commitment to racial equity. Overall, 85% of our global workforce was included in at least one analysis. Individuals not included in the analysis were either single-incumbent roles or in homogenous groups (by gender or by race), and therefore did not need to be analyzed.

We analyzed our employees’ pay relative to race, gender, geography, responsibilities, level, performance and a wide range of other criteria. The pay equity analysis showed that the compensation of 99.7% of those analyzed was equitable. For the remaining 0.3% (17 employees) we made appropriate adjustments. The robust analysis confirmed that fairness and equity are embedded in our compensation practices around the globe.

We will continue to regularly review our compensation philosophy, ensure employees understand the total compensation practices and provide training for managers and leaders to prevent bias during hiring, compensation decisions and performance management.

Community Engagement

Our employees are not only passionate about how their work at Biogen may help improve lives, they are also engaged across a broad range of activities to be a positive presence wherever we operate. Our newly refreshed Care Deeply Every Day program – an ongoing volunteer program through the whole year – provides every Biogen employee with eight hours of volunteer time for in-person and virtual volunteer opportunities. In 2020 347 employees from 8 countries logged 4,370 hours volunteering at different service projects, mostly virtual, in the communities where we live and work.

Many Biogen employees also participate in Employee Resource Networks, employee-led groups engaged in activities around a common interest. A newly created group, ourIMPACT, is focused on furthering our Healthy Climate, Healthy Lives initiative within Biogen and in our employees’ everyday home life. This group tackles issues such as reducing waste in the workplace through reuse programs, improving energy use in laboratories and bringing healthier and more climate-friendly meals into Biogen’s cafeterias.

Our Community Labs, with locations at our headquarters in Cambridge, Massachusetts, which opened in 2002, and in Research Triangle Park, North Carolina, which opened in 2014, is the longest-running, hands-on corporate science lab in the nation, serving as the model for a growing number of similar initiatives in the biotech community. At our Community Labs, local middle and high school students can engage in hands-on biotechnology experiments and interact with scientists and other biotech professionals in a state-of-the-art laboratory classroom. Since its inception, our Community Labs have engaged more than 57,000 students in hands-on learning to inspire their passion for science with priority focus on underrepresented students.

In 2020, as a result of the ongoing COVID-19 pandemic, we brought our Community Lab science learning program together with the Lemelson-MIT Program at the Massachusetts Institute of Technology (MIT) to launch the new online Biogen-MIT Biotech in Action: Virtual Summer Lab. This virtual lab offered 400 Massachusetts and North Carolina high school students a first-hand experience in biotechnology and provided the opportunity to learn directly from, and be mentored by, leading scientists at Biogen and MIT. Most of the students were from low-income households and groups historically underrepresented in science, technology, engineering and math (STEM).


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Proxy Statement Summary (continued)

We also worked with many leading institutions to bring scientific content and engaging experiences to students through an online hub called the Virtual Community Lab. Here students, parents and teachers around the world can access and experience free online resources, including tutorial videos of science experiments that can be done at home, plus other educational materials.

The Biogen Foundation

The Biogen Foundation is focused on two core areas: science education and strengthening our communities by supporting essential human services for children and their families in the communities in which we work and live.

The Biogen Foundation is deeply committed to sparking a passion for science and discovery, supporting effective science education initiatives and strengthening efforts to make science education and science careers accessible to diverse populations. Most of all, we want young people to know that through science they have the ability to change the world. To realize this goal, the Biogen Foundation principally supports nonprofit organizations that focus on four areas: providing access to hands-on science education, teacher development in science, college readiness and support and basic social needs (child hunger, poverty and social mobility).

Through December 31, 2020, the Biogen Foundation donated $18.9 million to organizations around the world. This included $12.0 million in grants to 82 organizations across 35 countries to support COVID-19 relief to expand testing options, ease the strain on medical systems and support access to necessities like food.

The Biogen Foundation also supported ongoing programs in science education and nutrition, and matched Biogen employee gifts to nonprofit organizations, up to $25,000 per employee, per year. From the $18.9 million donated by the Biogen Foundation in 2020, the employee matching gift program contributed $2.5 million to causes ranging from disease research to camps for children with serious illness’es to disaster relief efforts.

Our Pricing Principles

As a pioneer in neuroscience, we have the opportunity and responsibility to bring potentially transformative treatments to patients. Our patients remain at the center of everything we do as a company. We recognize that access and the price of our medicines are of concern to our patients, providers, payers and policy makers. We work collaboratively to help ensure that patients are not denied access to life-changing therapies and are guided by the following principles:

•

Value to Patients: We assess the value our therapies bring to patients, including clinical outcomes, improvements in daily living and quality of life, and the impact on unmet needs. We believe the prices of our medicines reflect their unique advancements in improving patient health.

•

Present and Future Benefit to Society: In the near term, our benefit to society includes supporting people living with serious neurological and neurodegenerative diseases while also reducing overall healthcare system costs. In the longer-term, we respect the social contract that allows free pricing of innovation followed by swift entry of biosimilars/generics after loss of exclusivity, which makes room for the next wave of innovation.

•

Fulfilling our Commitment to Innovation: Continued innovation is our growth strategy. We rely on the sale of our medicines to drive our ongoing research and clinical trials for new medicines in areas of high unmet medical need.

•

Evolution toward Value Based Care: We believe in holistic value frameworks, with benefits to patients, providers and society. We seek value-based agreements and partnerships which maximize the benefit of our therapies.

•

Affordability & Sustainability: It is the shared responsibility of all healthcare stakeholders to find solutions that ensure patients can afford new innovations. Biogen partners with healthcare systems so patients can access our medicines in a sustainable way. And we remain flexible to enable affordability for patients across economic circumstances.

A copy of our Pricing Principles is posted on our website, www.biogen.com, under the “Guiding Principles” subsection of the “Who We Are” section of the website.


-ix-

Proxy Statement Summary (continued)

We regularly review our pricing strategy and prioritize patient access to our therapies. We have a value-based contracting program designed to align the price of our therapies to the value our therapies deliver to patients. We also work with regulators, clinical researchers, ethicists, physicians and patient advocacy organizations and communities, among others, to determine how best to address requests for access to our investigational therapies in a manner that is consistent with our patient-focused values and compliant with regulatory standards and protocols. In appropriate situations, patients may have access to investigational therapies through Early Access Programs, single patient access or emergency use based on humanitarian or compassionate grounds.

We believe biosimilar products benefit patients and help reduce the costs of healthcare systems. We estimate that the anti-TNF biosimilars we sell provided healthcare savings of approximately €2.4 billion in 2020 in the markets where they are sold.

Year in Review Corporate Responsibility Report

For more information on our commitment to addressing environmental, social and governance aspects across our business, please see our report, Year in Review: Our Commitment to Corporate Responsibility, which is posted on our website, www.biogen.com, under the “Corporate Responsibility” section of the website. We believe these efforts reflect the best interests of our employees, our patients, our stockholders and various other stakeholders, including the communities in which we operate and serve.

Furthermore, we are committed to transparent and clear disclosure of our policies and performance on a broad array of issues. Our Year in Review meets the Global Reporting Initiative framework and aligns with the Sustainability Accounting Standards Board, the Task Force on Climate-Related Financial Disclosures, the United Nations Global Compact and Sustainable Development Goals.


-x-

Proxy Statement Summary (continued)

We are committed to the highest standards of ethics, business integrity and corporate governance, which we believe will ensure that our company is managed for the long-term benefit of our stockholders. Our governance practices are designed to establish and preserve accountability of our Board of Directors and management, provide a structure that allows our Board to set objectives and monitor performance, ensure the efficient use and accountability of resources and enhance stockholder value. Please see Part 2 – “Corporate Governance at Biogen” for more information.

Corporate Governance Highlights



Board and Board Committees
Number of Independent Director Nominees/Total Number of Director Nominees			12/13
Number of Female Director Nominees/Total Number of Director Nominees			3/13
Number of Director Nominees of International Origin/Total Number of Director Nominees			4/13
Number of Diverse Director Nominees/Total Number of Director Nominees			5/13
Average Age of Directors Standing for Election (as of April 9, 2021)			64
All Board Committees Consist of Independent Directors			Yes
Risk Oversight by Full Board and Committees			Yes
Active Board Oversight of Enterprise Risk Management			Yes
Separate Independent Chairman and CEO			Yes
Regular Executive Sessions of Independent Directors			Yes
Annual Anonymous Board and Committee Self-Evaluations			Yes
Annual Independent Director Evaluation of CEO			Yes
Mandatory Retirement Age for Directors (75 years old)			Yes
Director Education and Orientation			Yes
Annual Equity Grant to Directors			Yes
Director Stockholder Engagement Initiative			Yes

Stockholder Rights, Accountability and Other Governance Practices
Annual Election of All Directors			Yes
Majority Voting for Directors and Resignation Policy			Yes
One-Share, One-Vote Policy			Yes
Proxy Access Bylaw (3% ownership, 3 years, nominees for up to 25% of our Board)			Yes
Annual Advisory Stockholder Vote on Executive Compensation			Yes
Stockholder Ability to Call Special Meetings (25% Threshold)			Yes
Stockholder Ability to Act by Written Consent			Yes
Anti-Overboarding Policy Limiting the Number of Other Public Company Boards on which our Directors May Serve (four for Non-Employee Directors and one for the CEO)			Yes
Stock Ownership Guidelines for Directors and Executives			Yes
Prohibition from Hedging and Pledging Securities or Otherwise Engaging in Derivative Transactions			Yes
Compensation Recoupment in Equity and Annual Bonus Plans			Yes
Comprehensive Code of Business Conduct and Corporate Governance Principles			Yes
Related Person Transaction Policy and Conflicts of Interest and Outside Activities Policy with Oversight by the Corporate Governance Committee			Yes
Active Board Engagement in Succession Planning of Executive Officers			Yes
Absence of a Stockholder Rights Plan (referred to as “Poison Pill”)			Yes
Strong Commitment to Diversity, Environmental and Sustainability Matters			Yes
Board Oversight and Disclosure on Website Related to Corporate Political Contributions and Expenditures			Yes


-xi-

Proxy Statement Summary (continued)

Director Stockholder Engagement Initiative

We value the views of our stockholders and other stakeholders, and we solicit input throughout the year. During 2020 independent members of our Board of Directors met with several stockholders to discuss a variety of issues, including business strategy, capital allocation, corporate governance, executive compensation and our environmental, social and governance initiatives.



		Our Director Nominees

Proposal 1 — Election of Directors

You are being asked to vote on the election of the following 13 nominees for director. All directors are elected annually by the affirmative vote of a majority of votes cast. Detailed information about each director’s background, skill sets and areas of expertise can be found beginning on page 11.



			Committee Memberships*			Other Public Boards
Name, Occupation and Experience	Age*	Independent	AC	C&MDC**	CGC	Other Public Boards

Alexander J. Denner, Ph.D. Founding Partner and Chief Investment Officer, Sarissa Capital Management LP	51	Yes				2

Caroline D. Dorsa Retired Executive Vice President and Chief Financial Officer, Public Service Enterprise Group Incorporated	61	Yes				2

Maria C. Freire, Ph.D. President and Executive Director, Foundation for the National Institutes of Health	66	Yes				2

William A. Hawkins Senior Advisor, EW Healthcare Partners	67	Yes				3

William D. Jones President and Chief Executive Officer, CityLink Investment Corp.	65	Yes				1

Nancy L. Leaming Retired Chief Executive Officer and President, Tufts Health Plan	73	Yes				—

Jesus B. Mantas Senior Managing Partner, IBM Global Services	52	Yes				—

Richard C. Mulligan, Ph.D. Mallinckrodt Professor of Genetics, Emeritus, Harvard Medical School and Head of SanaX and Executive Vice Chairman, Sana Biotechnology, Inc.	66	Yes				1

Stelios Papadopoulos, Ph.D. Chairman, Biogen Inc., Chairman, Exelixis, Inc., Chairman, Regulus Therapeutics Inc. and Chairman Eucrates Biomedical Acquisition Corp.	72	Yes				3

Brian S. Posner Private Investor and Founder and Managing Partner, Point Rider Group LLC	59	Yes				2

Eric K. Rowinsky, M.D. President and Executive Chairman, RGenix, Inc.	64	Yes				3

Stephen A. Sherwin, M.D. Clinical Professor of Medicine, University of California, San Francisco and Advisor to Life Sciences Companies	72	Yes				1

Michel Vounatsos Chief Executive Officer, Biogen Inc.	59	No				1

* Age and Committee memberships are as of April 9, 2021. Dr. Freire and Mr. Jones are each new director nominees standing for election to our Board of Directors at the Annual Meeting.

** Robert W. Pangia is the Chair of our Compensation and Management Development Committee. Mr. Pangia is retiring from our Board of Directors, effective as of the Annual Meeting.


AC: Audit Committee		C&MDC: Compensation and Management Development Committee		CGC: Corporate Governance Committee


Chair:		Member:		Financial Expert:


-xii-

Proxy Statement Summary (continued)



		Our Auditors

Proposal 2 – Ratification of Independent Registered Public Accounting Firm

You are being asked to vote to ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2021. Detailed information about this proposal can be found beginning on page 28.



		Executive Compensation Matters

Proposal 3 – Advisory Vote on Executive Compensation

Our Board of Directors recommends that stockholders vote to approve, on an advisory basis, the compensation paid to the Company’s named executive officers (NEOs) as described in this Proxy Statement (the “say-on-pay” vote). Detailed information about the compensation paid and awarded to our NEOs can be found beginning on page 31.

Our executive compensation programs embody a pay-for-performance philosophy that supports our business strategy and aligns executive interests with those of our stockholders. Highlights of our executive compensation programs for 2020 and our executive compensation best practices follow.



Pay-for-Performance

Short- and long-term incentive compensation rewards financial, strategic and operational performance and the accomplishment of pre-established goals that are set to support our annual and/or long-range plans.

Approximately 91% of the target compensation for Michel Vounatsos, our CEO, was performance-based and at-risk in 2020, creating strong alignment with the interests of our stockholders.

Approximately 85% of the target compensation for our currently-employed NEOs (other than our CEO) was performance-based and at-risk in 2020, creating strong alignment with the interests of our stockholders.

Other Executive Compensation Best Practices

We provide competitive total pay opportunities designed to attract, retain and motivate our executives, after consideration of many factors, including comparative data from a carefully selected peer group and the broader market in which we compete for talent.

An independent compensation consultant assists the Compensation and Management Development Committee in evaluating and setting executive and non-employee director compensation.

We believe that our compensation programs do not encourage unnecessary and excessive risk taking, and risk assessments are conducted annually.

Payments under our annual bonus plan are performance-based and capped.

Long-term incentive awards are generally performance-based and subject to multi-year vesting periods that are designed to reward long-term performance.

While stock option awards are not currently part of our compensation programs, if granted, they would be granted at fair market value; we do not backdate or reprice stock option awards.

We maintain robust stock ownership guidelines for executive officers and directors.

Compensation may be recouped/clawed back under our equity and annual bonus plans.

A double-trigger is required for accelerated equity vesting upon change in control.

In June 2009 we adopted a policy to eliminate excise tax gross ups for newly-hired executives and in March 2020 our two executives that remained eligible for this benefit voluntarily waived their rights to this benefit. Therefore, no executive officer is eligible to receive excise tax gross ups.

We do not offer additional special perquisites to our executive officers that are not offered to our broad employee base or senior management populations.


-xiii-

Proxy Statement Summary (continued)



		Other Management Proposal

Proposal 4 — Approve an Amendment to Our Amended and Restated Certificate of Incorporation, as Amended, to Add a Federal Forum Selection Provision

Our Board of Directors recommends that stockholders vote to approve an amendment to our Amended and Restated Certificate of Incorporation, as amended, to add a federal forum selection provision. Detailed information about this proposal can be found beginning on page 68.



		Stockholder Proposals

Proposal 5 — Stockholder Proposal Requesting a Report on Our Lobbying Activities

Our Board of Directors recommends that stockholders vote against a stockholder proposal requesting a report on our lobbying activities. Detailed information about this proposal can be found beginning on page 70.

Proposal 6 — Stockholder Proposal Requesting a Report on Our Gender Pay Gap

Our Board of Directors recommends that stockholders vote against a stockholder proposal requesting a report on our gender pay gap. Detailed information about this proposal can be found beginning on page 72.



		Note about Forward-Looking Statements

This Proxy Statement contains forward-looking statements, including statements relating to: our strategy and plans; potential of our commercial business and pipeline programs; capital allocation and investment strategy; clinical development programs, clinical trials and data readouts and presentations; risks and uncertainties associated with drug development and commercialization; regulatory discussions, submissions, filings and approvals and the timing thereof; the potential benefits, safety and efficacy of our products and investigational therapies; and the anticipated benefits and potential of investments, collaborations and business development activities. These forward-looking statements may be accompanied by such words as “aim,” “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “plan,” “potential,” “possible,” “will,” “would” and other words and terms of similar meaning. You should not place undue reliance on these statements or the scientific data presented.

These statements involve risks and uncertainties that could cause actual results to differ materially from those reflected in such statements, including the risks and uncertainties that are described in the Risk Factors section of our most recent annual or quarterly report and in other reports we have filed with the U.S. Securities and Exchange Commission (SEC). These statements are based on our current beliefs and expectations and speak only as of the date of this Proxy Statement. We do not undertake any obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by law.



		Note regarding Trademarks

PLEGRIDY^®, SPINRAZA^®, TECFIDERA^®, TYSABRI^®, VUMERITY^® and ZINBRYTA^® are registered trademarks of Biogen. Healthy Climate, Healthy Lives^™ is a trademark of Biogen. LUCENTIS^®, EYLEA^® and other trademarks referenced in this Proxy Statement are the property of their respective owners.


-xiv-

General Information About the Meeting

Biogen Inc.

225 Binney Street

Cambridge, Massachusetts 02142

The Board of Directors of Biogen Inc. is soliciting your proxy to vote at our 2021 annual meeting of stockholders (Annual Meeting) to be held at 9:00 a.m. Eastern Time on Wednesday, June 2, 2021, for the purposes summarized in the accompanying Notice of 2021 Annual Meeting of Stockholders. Our 2020 Annual Report on Form 10-K is also available with this Proxy Statement.

References in this Proxy Statement to “Biogen” or the “Company,” “we,” “us” and “our” refer to Biogen Inc.

What is the purpose of the Annual Meeting?

At the Annual Meeting, stockholders will vote upon the matters that are summarized in the formal meeting notice. This Proxy Statement contains important information for you to consider when deciding how to vote on the matters before the Annual Meeting.

Can I attend the Annual Meeting?

We will be hosting the Annual Meeting virtually via the Internet.

Any stockholder can listen to and participate in the Annual Meeting live via the Internet at www.virtualshareholdermeeting.com/BIIB2021. Stockholders may vote and submit questions while connected to the Annual Meeting via the Internet. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or your proxy card or voting instruction form in order to be able to vote your shares or submit questions via the Internet during the Annual Meeting.

You will not be able to attend the Annual Meeting in person.

What do I need in order to be able to participate in the Annual Meeting virtually via the Internet?

You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or your proxy card or voting instruction form in order to be able to vote your shares or submit questions via the Internet during the Annual Meeting. If you do not have your 16-digit control number, you will be able to listen to the meeting only — you will not be able to vote or submit questions during the meeting.

Who can vote?

Each share of our common stock that you own as of the close of business on the record date of April 9, 2021 (Record Date) entitles you to one vote on each matter to be voted upon at the Annual Meeting. As of the Record Date, [●] shares of our common stock were outstanding and entitled to vote. We are making this Proxy Statement and other Annual Meeting materials available on the Internet at www.proxyvote.com or, upon request, by sending printed versions of these materials on or about April , 2021, to all stockholders of record as of the Record Date. For ten days before the Annual Meeting, a list of stockholders entitled to vote will be available for inspection at our offices located at 225 Binney Street, Cambridge, Massachusetts 02142 and will also be available for examination during the Annual Meeting at www.virtualshareholdermeeting.com/BIIB2021. If you would like to review the list, please call our Investor Relations department at (781) 464-2442.


1

General Information About the Meeting (continued)


*What am I voting on at the Annual Meeting?*		Stockholders will be asked to vote on the following items at the Annual Meeting: • The election to our Board of Directors of the 13 director nominees (Proposal 1); • The ratification of the selection of PricewaterhouseCoopers LLP (PwC) as our independent registered public accounting firm for the fiscal year ending December 31, 2021 (Proposal 2); • The advisory vote on executive compensation (Proposal 3); • The approval of an amendment to our Amended and Restated Certificate of Incorporation, as amended, to add a federal forum selection provision (Proposal 4); • To consider and vote on a stockholder proposal requesting a report on our lobbying activities, if properly presented (Proposal 5); • To consider and vote on a stockholder proposal requesting a report on our gender pay gap, if properly presented (Proposal 6); and • The transaction of such other business as may be properly brought before the meeting and any adjournments or postponements.
*What is the recommendation of our Board of Directors on each of the matters scheduled to be voted on at the Annual Meeting?*		Our Board of Directors recommends that you vote: • “FOR” each of the director nominees (Proposal 1); • “FOR” the ratification of the selection of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2021 (Proposal 2); • On an advisory basis, “FOR” the approval of our executive compensation (Proposal 3); • “FOR” the approval of an amendment to our Amended and Restated Certificate of Incorporation, as amended, to add a federal forum selection provision (Proposal 4); • “AGAINST” the approval of a stockholder proposal requesting a report on our lobbying activities, if properly presented (Proposal 5); and • “AGAINST” the approval of a stockholder proposal requesting a report on our gender pay gap, if properly presented (Proposal 6).
*How do proxies work?*		Our Board of Directors is asking for your proxy authorizing the individuals named as proxies to vote your shares at the Annual Meeting in the manner you direct. You may abstain from voting on any matter. If you submit your proxy without specifying your voting instructions, we will vote your shares on the matters scheduled to be voted on at the Annual Meeting in accordance with our Board of Directors’ recommendations described above. As to any other matter that may properly come before the Annual Meeting or any adjournment or postponement, the individuals named as proxies will vote your shares at the Annual Meeting in accordance with their best judgment. Shares represented by valid proxies received in time for the Annual Meeting and not revoked before the Annual Meeting will be voted at the Annual Meeting. You can revoke your proxy and change your vote in the manner described below (under the heading “Can I revoke or change my vote after I submit my proxy?”). If your shares are held through a bank, broker or other nominee, please follow the instructions that you were provided by your bank, broker or other nominee.


2

General Information About the Meeting (continued)

How do I vote and what are the voting deadlines?

Stockholders of Record. If you are a stockholder of record, there are several ways for you to vote your shares.

By Internet. You may vote at www.proxyvote.com, 24 hours a day, seven days a week. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or, if you received a printed copy of the proxy materials, on your proxy card. Votes submitted through www.proxyvote.com must be received by 11:59 p.m. Eastern Time on June 1, 2021.

By Telephone. You may vote using a touch-tone telephone by calling 1-800-690-6903, 24 hours a day, seven days a week. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or, if you received a printed copy of the proxy materials, on your proxy card. Votes submitted by telephone must be received by 11:59 p.m. Eastern Time on June 1, 2021.

By Mail. If you received printed proxy materials, you may submit your vote by completing, signing and dating each proxy card received and returning it in the prepaid envelope. Sign your name exactly as it appears on the proxy card. Proxy cards submitted by mail must be received no later than June 1, 2021, to be voted at the Annual Meeting.

During the Annual Meeting. You may vote during the Annual Meeting by going to www.virtualshareholdermeeting.com/BIIB2021. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or, if you received a printed copy of the proxy materials, on your proxy card to be able to vote during the Annual Meeting.

If you vote via the Internet or by telephone before the Annual Meeting, your electronic vote authorizes the named proxies in the same manner as if you signed, dated and returned your proxy card. If you vote via the Internet or by telephone before the Annual Meeting, do not return your proxy card.

Beneficial Owners. If your shares are held in a brokerage account in your broker’s name, then you are the beneficial owner of shares held in “street name.” If you are a beneficial owner of your shares, you should have received a Notice of Internet Availability of Proxy Materials or voting instructions from the bank, broker or other nominee holding your shares. You should follow the instructions in the Notice of Internet Availability of Proxy Materials or voting instructions provided by your bank, broker or other nominee in order to instruct your bank, broker or other nominee on how to vote your shares. The availability of telephone and Internet voting will depend on the voting process of the bank, broker or other nominee. Shares held beneficially may not be voted during the Annual Meeting; instead a beneficial holder must instruct their bank, broker or other nominee in advance of the Annual Meeting.


3

General Information About the Meeting (continued)


*Can I revoke or change my vote after I submit my proxy?*		Stockholders of Record. If you are a stockholder of record, you may revoke or change your vote at any time before the final vote at the Annual Meeting by: • signing and returning a new proxy card with a later date, to be received no later than June 1, 2021; • submitting a later-dated vote by telephone or via the Internet — only your latest telephone or Internet proxy received by 11:59 p.m. Eastern Time on June 1, 2021, will be counted; • participating in the Annual Meeting virtually via the Internet and voting again; or • delivering a written revocation to our Secretary at Biogen Inc., 225 Binney Street, Cambridge, Massachusetts 02142, to be received no later than June 1, 2021. Only your latest vote, in whatever form, will be counted. Beneficial Owners. If you are a beneficial owner of your shares, you must contact the bank, broker or other nominee holding your shares and follow their instructions for revoking or changing your vote.
*Will my shares be counted if I do not vote?*		Stockholders of Record. If you are the stockholder of record and you do not vote before the Annual Meeting by proxy card, telephone or via the Internet, or during the Annual Meeting virtually via the Internet, your shares will not be voted at the Annual Meeting. Beneficial Owners. If you are the beneficial owner of shares, your bank, broker or other nominee, as the record holder of the shares, is required to vote those shares in accordance with your instructions. If no voting instructions are provided, these record holders can vote your shares only on discretionary, or routine, matters and not on non-discretionary, or non-routine, matters. Uninstructed shares whose votes cannot be counted on non-routine matters result in what are commonly referred to as “broker non-votes.” The proposal to ratify the selection of our independent registered public accounting firm is a routine matter and the other proposals are non-routine matters. If you do not give your broker voting instructions, your broker (1) will be entitled to vote your shares on the proposal to ratify the selection of our independent registered public accounting firm and (2) will not be entitled to vote your shares on the other proposals. We urge you to provide instructions to your bank, broker or other nominee so that your votes may be counted on all of these important matters. You should vote your shares by telephone or by Internet according to the instructions provided by your bank, broker or other nominee or by signing, dating and returning a printed voting instruction form to your bank, broker or other nominee to ensure that your shares are voted on your behalf.
*How many shares must be present to hold the Annual Meeting?*		A majority of our issued and outstanding shares of common stock as of the Record Date must be present at the Annual Meeting to hold the Annual Meeting and conduct business. This is called a quorum. Shares voted in the manner described above (under the heading “How do I vote and what are the voting deadlines?”) will be counted as present at the Annual Meeting. Shares that are present and entitled to vote on one or more of the matters to be voted upon are counted as present for establishing a quorum. If a quorum is not present, we expect that the Annual Meeting will be adjourned until we obtain a quorum.


4

General Information About the Meeting (continued)

What vote is required to approve each proposal and how are votes counted?

• Proposal 1: Election of Directors: Directors are elected by a majority vote of the votes cast in uncontested elections — that is, a director will be elected if more votes are cast for that director’s election than against that director — and by a plurality of votes cast in contested elections — that is, the directors receiving the highest number of “For” votes will be elected. Abstentions and broker non-votes, if any, are not counted for purposes of electing directors and will have no effect on the results of this vote.

• Proposal 2: Ratification of the Selection of our Independent Registered Public Accounting Firm: The affirmative vote of a majority of shares present in person or represented by proxy and having voting power at the Annual Meeting is required to ratify the selection of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2021. Abstentions will have the effect of votes against this proposal. Brokers generally have discretionary authority to vote on the ratification of the selection of our independent registered public accounting firm, thus we do not expect any broker non-votes on this proposal.

• Proposal 3: Advisory Vote on Executive Compensation: Because this proposal asks for a non-binding, advisory vote, there is no “required vote” that would constitute approval. We value the opinions expressed by our stockholders in this advisory vote, and the Compensation and Management Development Committee of our Board of Directors (sometimes referred to in this Proxy Statement as our “C&MD Committee”), which is responsible for overseeing and administering our executive compensation programs, will consider the outcome of this vote when designing our compensation programs and making future compensation decisions for our named executive officers. Abstentions and broker non-votes, if any, will not have any effect on the results of those deliberations.

• Proposal 4: Approval of an Amendment to our Amended and Restated Certificate of Incorporation, as Amended, to Add a Federal Forum Selection Provision: The affirmative vote of a majority of shares issued and outstanding and entitled to vote on the proposal is required to approve the amendment to our Amended and Restated Certificate of Incorporation, as amended, to add a federal forum selection provision. Abstentions and broker non-votes will have the effect of votes against this proposal.

• Proposal 5: Stockholder Proposal: Requesting a Report on our Lobbying Activities: Because this proposal asks for a non-binding vote, there is no “required vote” that would constitute approval. We value the opinions expressed by our stockholders in this non-binding vote, and the outcome of this vote may cause our Board of Directors to reevaluate its recommendation concerning this proposal. Abstentions and broker non-votes, if any, will not have any effect on that determination.

• Proposal 6: Stockholder Proposal: Requesting a Report on our Gender Pay Gap: Because this proposal asks for a non-binding vote, there is no “required vote” that would constitute approval. We value the opinions expressed by our stockholders in this non-binding vote, and the outcome of this vote may cause our Board of Directors to reevaluate its recommendation concerning this proposal. Abstentions and broker non-votes, if any, will not have any effect on that determination.


5

General Information About the Meeting (continued)

Are there other matters to be voted on at the Annual Meeting?

We do not know of any other matters that may come before the Annual Meeting. If any other matters are properly presented at the Annual Meeting, your proxy authorizes the individuals named as proxies to vote, or otherwise act, in accordance with their best judgment.

Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

We have elected to provide access to our proxy materials on the Internet, consistent with the rules of the SEC. Accordingly, in most instances we are mailing a Notice of Internet Availability of Proxy Materials to our stockholders. You can access our proxy materials on the website referred to in the Notice of Internet Availability of Proxy Materials or you may request printed versions of our proxy materials for the Annual Meeting. In addition, you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

What does it mean if I receive more than one notice regarding the Internet availability of proxy materials or more than one set of printed proxy materials?

If you hold your shares in more than one account, you may receive a separate Notice of Internet Availability of Proxy Materials or a separate set of printed proxy materials, including a separate proxy card or voting instruction form, for each account. To ensure that all of your shares are voted, please vote by telephone or by Internet or sign, date and return a proxy card or voting instruction form for each account.

Where do I find the voting results of the Annual Meeting?

We will publish the voting results of the Annual Meeting in a Current Report on Form 8-K filed with the SEC within four business days after the end of the Annual Meeting. You may request a copy of this Form 8-K by contacting Investor Relations, Biogen Inc., 225 Binney Street, Cambridge, Massachusetts 02142, (781) 464-2442. You will also be able to find a copy of this Form 8-K on the Internet through the SEC’s electronic data system, called EDGAR, at www.sec.gov or on our website, www.biogen.com, under the “Financials” subsection of the “Investors” section of the website.

Who should I call if I have any questions?

If you have any questions or require any assistance with voting your shares, please contact the bank, broker or other nominee holding your shares, or our Investor Relations department at (781) 464-2442.

Who do I contact if I experience technical difficulties trying to access or during the Annual Meeting?

If you have technical difficulties when accessing the Annual Meeting, there will be technicians available to assist you. If you encounter any technical difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting log-in page.


6

Corporate Governance at Biogen

Corporate Governance Practices

We are committed to the highest standards of ethics, business integrity and corporate governance, which we believe will ensure that our company is managed for the long-term benefit of our stockholders. Our governance practices are designed to establish and preserve accountability of our Board of Directors and management, provide a structure that allows our Board to set objectives and monitor performance, ensure the efficient use and accountability of resources and enhance stockholder value. A description of our corporate governance highlights is set forth in the “Proxy Statement Summary” above.

We believe that our Board of Directors’ primary functions are to appoint, evaluate and hold accountable management, oversee key strategic, operational and compliance risks and ensure optimal capital allocation such that long-term stockholder value is maximized.

We believe part of effective corporate governance includes active engagement with our stockholders. We value the views of our stockholders and other stakeholders, and we communicate with them regularly and solicit input on a number of topics such as business strategy, capital allocation, corporate governance, executive compensation and our environmental, social and governance initiatives.

•

Director Stockholder Engagement Initiative. Our Corporate Governance Committee leads our Board of Directors’ efforts on director stockholder engagement and directs discussions with stockholders to the appropriate Board and committee members. During 2020 independent members of our Board of Directors met with several stockholders to discuss a variety of issues, including business strategy, capital allocation, corporate governance, executive compensation and our environmental, social and governance initiatives. We remain committed to investing time with our stockholders to increase transparency and better understand our stockholder base and their perspectives.

•

Corporate Responsibility. Our passion for developing medicines that make a meaningful difference in patients’ lives is reflected in our commitment to corporate social responsibility and stewardship, including environmental sustainability, diversity, equity and inclusion, STEM education and other key initiatives. Our Year in Review: Our Commitment to Corporate Responsibility is posted on our website, www.biogen.com, under the “Corporate Responsibility” section of the website. We believe these efforts reflect the best interests of our patients, stakeholders and the communities in which we operate and

serve. Our citizenship and sustainability commitments and performance have been recognized over the years, including the most recent acknowledgements noted in the executive summary section under “Compensation Discussion and Analysis” below.

Director Independence

Board of Directors

All of our directors and nominees for director, other than Michel Vounatsos, our Chief Executive Officer, satisfy the independence requirements of The Nasdaq Stock Market (Nasdaq).

Committees

•

All members of the committees of our Board of Directors are independent directors, as defined by Nasdaq rules.

•

All members of our Audit Committee meet the additional SEC and Nasdaq independence and experience requirements applicable specifically to audit committee members.

•

All members of our C&MD Committee are non-employee directors within the meaning of the rules under Section 16 of the Securities Exchange Act of 1934, as amended (Exchange Act), and our Board of Directors has affirmatively determined that the members of our C&MD Committee satisfy the additional Nasdaq independence requirements specifically applicable to compensation committee members.

Leadership Structure

We separate the roles of Chairman of the Board of Directors and Chief Executive Officer. Stelios Papadopoulos, an independent director, is the Chairman of our Board. Among other responsibilities, our Chairman:

•

presides at meetings of our Board of Directors, executive sessions of our independent directors and our annual meetings of stockholders;

•

reviews and assists in setting the agenda and schedule for our Board of Directors meetings in collaboration with our Chief Executive Officer;

•

advises the committee chairs in fulfilling their responsibilities to our Board of Directors;

•

recommends to our Board of Directors the retention of any advisors who report directly to our Board of Directors;


7

Corporate Governance at Biogen (continued)

•

serves as a liaison for stockholder communications with our Board of Directors;

•

leads the process of evaluating our Chief Executive Officer; and

•

discharges such other responsibilities as our Board of Directors may assign from time to time.

We believe that having an independent Chairman promotes a greater role for the independent directors in the oversight of the Company, including oversight of material risks facing the Company, encourages active participation by the independent directors in the work of our Board of Directors, enhances our Board of Directors’ role of representing stockholders’ interests and improves our Board of Directors’ ability to supervise and evaluate our Chief Executive Officer and other executive officers. Further, separation of the Chairman and Chief Executive Officer roles allows our Chief Executive Officer to focus on operating and managing Biogen while leveraging our independent Chairman’s experience and perspectives.

Nominating Processes

Our Corporate Governance Committee is responsible for identifying individuals qualified to become members of our Board of Directors and reviewing candidates recommended by stockholders. Stockholders may recommend nominees for consideration by our Corporate Governance Committee by submitting the names and supporting information to our Secretary, Biogen Inc., 225 Binney Street, Cambridge, Massachusetts 02142. Any such recommendation should include at a minimum the name(s) and address(es) of the stockholder(s) making the recommendation and appropriate biographical information for the proposed nominee(s). Candidates who are recommended by stockholders will be considered in the same manner as candidates from other sources. For all potential candidates, our Corporate Governance Committee will consider all factors it deems relevant, including at a minimum those listed below in the subsection entitled “Director Qualifications, Standards and Diversity.” Director nominations are recommended by our Corporate Governance Committee to our Board of Directors and must be approved by a majority of independent directors.

In addition, our Fourth Amended and Restated Bylaws (Bylaws) contain provisions that address the process by which a stockholder may nominate an individual to stand for election to our Board of Directors at an annual meeting of stockholders.

•

Stockholder Nominations Not for Inclusion in Company’s Proxy Statement. Our Bylaws permit stockholders to

nominate directors for consideration at an annual meeting. To nominate a director for consideration at an annual meeting, a nominating stockholder must provide the information required by our Bylaws and give timely notice of the nomination to our Secretary in accordance with our Bylaws, and each nominee must meet the qualifications required by our Bylaws. To nominate a director for consideration at next year’s annual meeting, stockholders must provide the notice required by our Bylaws no later than March 4, 2022, and no earlier than February 2, 2022. However, if the date of the 2022 annual meeting of stockholders is more than 30 days before or more than 60 days after the anniversary of the Annual Meeting, stockholders must provide the notice required by our Bylaws not earlier than the close of business on the 120^th day before the 2022 annual meeting of stockholders and not later than the close of business on the later of (1) the 90^th day prior to the 2022 annual meeting of stockholders and (2) the 10^th day following the day on which public announcement of the date of the 2022 annual meeting of stockholders is first made.

•

Stockholder Nominations Under Proxy Access Bylaw. In addition, our Bylaws provide that, under certain circumstances, a stockholder or group of stockholders may include director candidates that they have nominated in our annual meeting proxy statement. These proxy access provisions of our Bylaws provide, among other things, that a stockholder or group of up to 20 stockholders seeking to include director candidates in our annual meeting proxy statement must own 3% or more of our outstanding common stock continuously for at least the previous 3 years.

The number of stockholder-nominated candidates appearing in any annual meeting proxy statement can equal up to 25% of the number of directors then serving on our Board of Directors. If 25% is not a whole number, the maximum number of stockholder-nominated candidates would be the closest whole number below 25%, subject to a minimum of one. A nominee will be counted in determining whether the 25% maximum has been reached if the nominee was included in the proxy materials as a Board-nominated candidate, if we have received notice that such nominee has been nominated by a stockholder pursuant to our Bylaws, the nominee was submitted under the proxy access procedures and later withdrawn or the nominee was nominated in any of our three preceding annual meetings and is being recommended by our Board of Directors for reelection.

The nominating stockholder or group of stockholders also must deliver the information required by our Bylaws,


8

Corporate Governance at Biogen (continued)

and each nominee must meet the qualifications required by our Bylaws.

Requests to include stockholder-nominated candidates in our proxy materials for next year’s annual meeting must be received by our Secretary no earlier than November 24, 2021, and no later than December 24, 2021. However, if the 2022 annual meeting of stockholders is called for more than 30 days earlier or later than the anniversary of the Annual Meeting, requests to include stockholder-nominated candidates in our proxy materials for the 2022 annual meeting of stockholders must be received not later than (1) the 10^th day after public announcement of the date of the 2022 annual meeting of stockholders or (2) the 60^th day prior to the date we file our proxy statement in connection with the 2022 annual meeting of stockholders.

Annual Elections and Majority Voting

Our directors are elected annually to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified. Our directors must be elected by a majority of votes cast in uncontested elections (meaning any election for which the number of directors nominated does not exceed the number of directors to be elected at such meeting), and by a plurality of votes cast in contested elections (meaning any election for which the number of directors nominated exceeds the number of directors to be elected at such meeting, regardless of whether such nominees were proposed by the Company or by stockholders). In addition, following their appointment or election by stockholders to our Board of Directors, directors must submit an irrevocable resignation that will be effective upon (1) the failure to receive the required number of votes for reelection at the next annual meeting of stockholders at which they face reelection and (2) acceptance of such resignation by our Board of Directors. If an incumbent director fails to receive the number of votes required for reelection, our Board of Directors (excluding the director in question) will, within 90 days after certification of the election results, decide whether to accept the director’s resignation taking into account such factors as it deems relevant. Such factors may include the stated reasons why stockholders voted against such director’s reelection, the qualifications of the director and whether accepting the resignation would cause us to fail to meet any applicable listing standards or would violate state law. Our Board of Directors will promptly disclose its decision in a filing with the SEC.

Director Qualifications, Standards and Diversity

•

Board Composition. Our Board of Directors is committed to ensuring that it is well-equipped to oversee the Company’s business and effectively represent the interests of stockholders. Our Board of Directors regularly reviews its composition to ensure it includes directors with the experience, skills and diversity necessary for effective, independent Board oversight. Towards this end, our Board of Directors initiated a process to add new directors with capabilities that would be beneficial to the Company and stockholders. As a result of this process, we have nominated two new director candidates to stand for election at the Annual Meeting. Our Board of Directors will continue to seek to add new directors to our Board, focusing on skills, experience and diversity.

•

General Qualifications and Standards. Our Corporate Governance Principles provide that directors should possess the highest personal and professional ethics and integrity, understand and be aligned with our core values and be committed to representing the long-term interests of our stockholders. Our directors must also be inquisitive and objective and have practical wisdom and mature judgment.

•

Diversity. Our Board of Directors believes that diverse experience and personal diversity, including gender, national origin and ethnic and racial diversity, is a benefit to our Board of Directors as a whole and is key to representing the interests of stockholders effectively. In accordance with our Corporate Governance Principles, we endeavor to have a Board of Directors that collectively represents diverse experience at strategic and policy-making levels in business, government, education, healthcare, science and technology and the international arena, and collectively has knowledge and expertise in the functional areas of accounting and finance, risk management and compliance, strategic and business planning, corporate governance, human resources, marketing and commercial and research and development. Consistent with our Corporate Governance Principles, in selecting nominees to our Board of Directors, our Corporate Governance Committee considers the diversity of skills and experience that a potential nominee possesses and the extent to which such diversity would enhance the perspective, background, knowledge and experience of our Board of Directors as a whole.

•

Director Term and Resignation. Our Board of Directors does not believe that arbitrary term limits on directors’ service are appropriate, nor does it believe that directors should expect to be re-nominated. Our Corporate


9

Corporate Governance at Biogen (continued)

Governance Principles provide that directors should offer their resignation in the event of any significant change in personal circumstances, including a significant change in principal job responsibilities or any circumstances that may adversely affect their ability to effectively carry out their duties and responsibilities or in the case of a significant conflict of interest that cannot otherwise be resolved. Our directors are also expected to offer their resignation to our Board of Directors effective at the annual meeting of stockholders in the year of their 75^th birthday.

•

Board and Committee Evaluations. Regular evaluations are an important determinant for continued tenure, and, to that end, our Board of Directors and its committees perform a self-evaluation on an annual basis that is intended to determine whether our Board, its committees

and each member of our Board of Directors are functioning effectively, and to provide our Board with an opportunity to reflect upon and improve processes and effectiveness. Our Corporate Governance Committee oversees the evaluations and reports the results to our Board of Directors, which considers the results and ways in which Board processes and effectiveness may be enhanced.

•

Director Orientation and Continuing Education. We provide orientation for new directors and provide directors with materials or briefing sessions on subjects that we believe will assist them in discharging their duties. We also make director education program information available to directors on a regular basis and encourage directors to attend director education programs and reimburse the costs of attending such programs.


10

Board of Directors

Proposal 1 – Election of Directors

We are asking our stockholders to elect the 13 director nominees listed below to serve a one-year term extending until our 2022 annual meeting of stockholders and until their successors are duly elected and qualified, unless they resign or are removed:


Alexander J. Denner	Nancy L. Leaming	Brian S. Posner
Caroline D. Dorsa	Jesus B. Mantas	Eric K. Rowinsky
Maria C. Freire	Richard C. Mulligan	Stephen A. Sherwin
William A. Hawkins	Stelios Papadopoulos	Michel Vounatsos
William D. Jones

Our Board of Directors has nominated these 13 individuals based on its carefully considered judgment that the experience, qualifications, attributes and skills of our nominees qualify them to serve on our Board of Directors. As described in detail below, our nominees have considerable professional and business expertise. We know of no reason why any nominee would be unable to accept nomination or election.

If any nominee is unable to serve on our Board of Directors, the shares represented by your proxy will be voted for the election of such other person as may be nominated by our Board of Directors. In addition, in compliance with all applicable state and federal laws and regulations, we will file an amended proxy statement and proxy card that, as applicable, (1) identifies the alternate nominee(s), (2) discloses that such nominees have consented to being named in the revised proxy statement and to serve if elected and (3) includes the disclosure required by Item 7 of Schedule 14A with respect to such nominees. All nominees have consented to be named in this Proxy Statement and to serve if elected.

Director Skills and Qualifications

The Corporate Governance Committee believes that the 13 director nominees collectively have the skills, experience, diversity and character to execute the Board’s responsibilities. The following is a summary of those qualifications:

Attributes, Experience and Skills

LOGO

General Management Experience

✓

Financial Experience

✓

Audit Committee Financial Expertise

✓

Mergers & Acquisitions Experience

✓

Scientific Research Experience

✓

Drug Development Experience

✓

Commercial Experience

✓

International Business Experience

✓

Public Policy Experience

✓

Operations Experience

✓

Environmental, Social, Governance (ESG) Experience

✓

Diversity

✓

Other Public Company Board Service

✓


11

Board of Directors (continued)

Our Nominees for Director

(Information is as of April 9, 2021)

Alexander J. Denner, Ph.D.

LOGO

Director Since: 2009

Age: 51

Biogen Board Committee:

– Corporate Governance (Chair)

Experience

Dr. Denner is a founding partner and Chief Investment Officer of Sarissa Capital Management LP, a registered investment advisor, which he founded in 2012. Sarissa Capital focuses on improving the strategies of companies to enhance stockholder value. From 2006 to 2011 Dr. Denner served as a Senior Managing Director at Icahn Capital L.P. Prior to that, he served as a portfolio manager at Viking Global Investors, a private investment fund, and Morgan Stanley Investment Management, a global asset management firm. Dr. Denner also serves as Chairman and CEO of Sarissa Capital Acquisition Corp, a special purpose acquisition company, and as a director of Ironwood Pharmaceuticals, Inc., a healthcare company.

Qualifications

Dr. Denner has significant experience overseeing the operations and research and development of healthcare companies and evaluating corporate governance matters. He also has extensive experience as an investor, particularly with respect to healthcare companies, and possesses broad healthcare industry knowledge.

Other Current Public Company Boards

– Ironwood Pharmaceuticals, Inc.

– Sarissa Capital Acquisition Corp. (Chair)

Former Public Company Directorships Held in the Past Five Years

– Ariad Pharmaceuticals, Inc. (Chair)

– Bioverativ Inc.

– The Medicines Company (Chair)

Caroline D. Dorsa

LOGO

Director Since: 2010

Age: 61

Biogen Board Committee:

– Audit (Chair)

Experience

Ms. Dorsa served as the Executive Vice President and Chief Financial Officer of Public Service Enterprise Group Incorporated, a diversified energy company, from April 2009 until her retirement in October 2015, and served on its Board of Directors from February 2003 to April 2009. From February 2008 to April 2009 she served as Senior Vice President, Global Human Health, Strategy and Integration at Merck & Co., Inc., a pharmaceutical company. From November 2007 to January 2008 Ms. Dorsa served as Senior Vice President and Chief Financial Officer of Gilead Sciences, Inc., a life sciences company. From February 2007 to November 2007 she served as Senior Vice President and Chief Financial Officer of Avaya, Inc., a telecommunications company. From 1987 to January 2007 Ms. Dorsa held various financial and operational positions at Merck & Co., Inc., including Vice President and Treasurer, Executive Director of U.S. Customer Marketing and Executive Director of U.S. Pricing and Strategic Planning. Ms. Dorsa also serves as a director of Illumina, Inc., a life sciences company, and Intellia Therapeutics, Inc., a biotechnology company.

Qualifications

Ms. Dorsa has significant financial and accounting expertise and a deep knowledge of the pharmaceutical industry. Her strategic perspective on the industry is particularly valuable to our Board of Directors as it oversees our growth initiatives and reviews both internal development projects and external opportunities.

Other Current Public Company Boards*

– Illumina, Inc.

– Intellia Therapeutics, Inc.

Former Public Company Directorships Held in the Past Five Years

– Goldman Sachs Investment Funds

*	Ms. Dorsa is standing for election to the Board of Directors of Duke Energy Corporation, an electric power holding company, at its 2021 annual meeting of stockholders to be held on May 6, 2021.


12

Board of Directors (continued)

Maria C. Freire, Ph.D.

LOGO

Director Since: New Nominee

Age: 66

Biogen Board Committee:

– New Nominee

Experience

Since November 2012 Dr. Freire has served as President and Executive Director and as a member of the board of directors of the Foundation for the National Institutes of Health. From March 2008 to November 2012 she served as President and as a member of the board of directors of the Albert and Mary Lasker Foundation. Prior to joining the Lasker Foundation, Dr. Freire served as President and Chief Executive Officer of the Global Alliance for TB Drug Development from 2001 to 2008 and Director of the Office of Technology Transfer at the National Institutes of Health from 1995 to 2001. Dr. Freire also serves as a director of Alexandria Real Estate Equities, Inc., a publicly held urban office real estate investment trust uniquely focused on collaborative life science and technology campuses, and Exelixis, Inc., a drug discovery and development company. She has served on the boards of numerous national and international organizations, including the Science Board of the U.S. Food and Drug Administration, the World Health Organization Commission on Intellectual Property Rights, Innovation and Public Health and the United Nations Secretary General’s High Level Panel on Access to Medicines. Dr. Freire is also a member of the National Academy of Medicine and the Council on Foreign Relations, and she is the recipient of numerous awards, including a 2017 Gold Stevie Award for “Woman of the Year,” the U.S. Department of Health and Human Services Secretary’s Award for Distinguished Service, the Arthur S. Fleming Award and the Bayh-Dole Award. Dr. Freire holds a Ph.D. in Biophysics from the University of Virginia and a B.S. from the Universidad Peruana Cayetano Heredia in Lima, Peru.

Qualifications

Dr. Freire has significant knowledge and experience with respect to medical research, the pharmaceutical industry and government healthcare policymaking. Dr. Freire’s strong public policy and government experience also provides vital insights to our Board of Directors about significant issues affecting the highly regulated life sciences industry.

Other Current Public Company Boards

– Alexandria Real Estate Equities, Inc.

– Exelixis, Inc.

Former Public Company Directorships Held in the Past Five Years

– None

William A. Hawkins

LOGO

Director Since: 2019

Age: 67

Biogen Board Committee:

– Audit

Experience

Mr. Hawkins serves as a Senior Advisor to EW Healthcare Partners, a life sciences private equity firm. Mr. Hawkins is the former Chairman and CEO of Medtronic, Inc., a global leader in medical technology. He was at Medtronic from 2002 until 2011. After retiring from Medtronic he served as President and Chief Executive Officer of Immucor, a private equity backed global leader in transfusion and transplant medicine from October 2011 to July 2015. From 1998 to 2001 Mr. Hawkins served as President and Chief Executive Officer of Novoste Corporation, an interventional cardiology company. Prior to that, Mr. Hawkins served in a variety of senior roles at American Home Products, a consumer, pharma and medical device company, Johnson & Johnson, a healthcare company, Guidant Corporation, a medical products company, and Eli Lilly and Company, a global pharmaceutical company. Mr. Hawkins also serves as Chairman of Bioventus Inc., a global medical device company, and as a director of Avanos Medical, Inc., a medical technology company, MiMedx Group, Inc., a biopharmaceutical company, and Virtue Labs, Cerius, Cetrec Medical Corp. and Baebies, Inc., all of which are medical products companies. Mr. Hawkins is Vice Chair of the Duke University Board of Trustees and is Chair of the Duke University Health System. Mr. Hawkins was elected as a member of the AIMBE College of Fellows and the National Academy of Engineering. He has a dual degree in Electrical and Biomedical Engineering from Duke University and a M.B.A. from the University of Virginia’s Darden School of Business.

Qualifications

Mr. Hawkins has significant leadership experience as a chief executive officer, significant knowledge of, and experience in, the healthcare industry and significant international experience. He also has extensive governance and public company board experience.

Other Current Public Company Boards

– Avanos Medical, Inc.*

– Bioventus Inc. (Chair).

– MiMedx Group, Inc.

Former Public Company Directorships Held in the Past Five Years

– Thoratec Corporation

*	Mr. Hawkins has notified Avanos Medical, Inc. of his decision to not stand for re-election and to resign from the Board of Directors of Avanos Medical, Inc., effective April 29, 2021.


13

Board of Directors (continued)

William D. Jones

LOGO

Director Since: New Nominee

Age: 65

Biogen Board Committee:

– New Nominee

Experience

Mr. Jones has been the President and Chief Executive Officer and a director of CityLink Investment Corporation, a commercial real estate investment and development services firm, since 1994. From 2001 through 2018 Mr. Jones was the President, Chief Executive Officer and a director of City Scene Management Company, a real estate management company. From 1989 to 1993 Mr. Jones served as General Manager/Senior Asset Manager and Investment Manager with certain real estate subsidiaries of The Prudential. Previously, he served as a San Diego City Council member and as Deputy Mayor of San Diego. Mr. Jones is the Lead Independent Director and Corporate Governance Chair for Sempra Energy, an energy infrastructure company. Mr. Jones is a director and, in some cases, Board Chair of certain funds under management by the Capital Group and Capital Group Private Client Services. He is an NACD Board Leadership Fellow. Mr. Jones is a trustee of the University of California San Diego Foundation and its Investment Committee and the Real Estate Advisory Council. Mr. Jones is a former director of The Price Real Estate Investment Trust, Southwest Water Company, the Federal Reserve Bank of San Francisco and the San Diego Padres baseball team and is a former Chairman of the Board of the Los Angeles Branch of the Federal Reserve Bank of San Francisco, the former Chairman of the Board of Trustees of the Francis Parker School and former Board Trustee of the University of San Diego. Mr. Jones has extensive experience as a real estate developer in San Diego, where he built the City Heights Urban Village, an award-winning redevelopment project.

Qualifications

Mr. Jones’ extensive leadership experience in business, not-for profit boards and government provides vital insights to our Board of Directors about governance and significant issues affecting the highly regulated life sciences industry. He brings financial, corporate governance and public policy sector expertise to our Board of Directors.

Other Current Public Company Boards

– Sempra Energy (Lead Independent Director)

Former Public Company Directorships Held in the Past Five Years

– None

Nancy L. Leaming

LOGO

Director Since: 2008

Age: 73

Biogen Board Committee:

– Audit

Experience

Ms. Leaming is an independent consultant and, prior to that, she served as the Chief Executive Officer and President of Tufts Health Plan, a provider of healthcare insurance. Ms. Leaming also served in several executive positions at Tufts Health Plan, including President, Chief Operating Officer and Chief Financial Officer.

Qualifications

Ms. Leaming has well-developed leadership skills and financial acumen and provides insights into the healthcare reimbursement and payor market, where she served for 20 years in senior operational, financial and managerial roles.

Other Current Public Company Boards

– None

Former Public Company Directorships Held in the Past Five Years

– Edgewater Technology, Inc.

– Hologic, Inc.


14

Board of Directors (continued)

Jesus B. Mantas

LOGO

Director Since: 2019

Age: 52

Biogen Board Committee:

– Corporate Governance

Experience

Mr. Mantas serves as the Senior Managing Partner responsible for worldwide strategy, innovation and corporate development for IBM Global Services, a $17 billion unit of IBM. He is responsible for the global portfolio of offerings, acquisitions, strategic alliances and ventures globally and IBM Institute of Business Value, the thought leadership arm of IBM. Mr. Mantas is a member of the IBM Executive Performance Team, IBM Executive Technology Team and IBM Chairman Acceleration Team and is the co-chair of the IBM Hispanic Diversity Council. He serves in the Global AI Council of the World Economic Forum and on the board of HITEC, a non-profit organization focused on developing and advancing the careers of Hispanic executives in the Technology Industry. From 2002 through 2016 Mr. Mantas led IBM’s Business Consulting unit, one of the largest consulting organization in the world. Prior roles included leading IBM Global Process Services and the Business Services unit in Latin America after he held multiple leadership positions as Vice President in North America. Before joining IBM, Mr. Mantas was a Partner in PricewaterhouseCoopers Consulting, an adjunct professor at University of California Irvine – Graduate School of Management and an officer in the Air Force of Spain.

Qualifications

Mr. Mantas has significant global operating, business and technology leadership experience across Europe, North America and Latin America. He has demonstrated leadership designing new strategies and translating them into execution, applying technology to improve business performance, advocating for diversity and developing talent in multi-cultural environments. He brings over 30 years of experience in information technology, data science and artificial intelligence.

Other Current Public Company Boards

– None

Former Public Company Directorships Held in the Past Five Years

– None

Richard C. Mulligan, Ph.D.

LOGO

Director Since: 2009

Age: 66

Biogen Board Committee:

– Compensation and Management Development

Experience

Dr. Mulligan is currently the Mallinckrodt Professor of Genetics, Emeritus, at Harvard Medical School, after serving as the Mallinckrodt Professor of Genetics and Director of the Harvard Gene Therapy Initiative from 1996 to 2013. He also currently serves as the Head of SanaX, the research arm of Sana Biotechnology, Inc. (Sana), a biotechnology company, and Executive Vice Chairman of the Board of Sana. From March 2017 to October 2018 Dr. Mulligan served as a Portfolio Manager at Icahn Capital LP. Prior to that, Dr. Mulligan was a founding partner of Sarissa Capital Management LP, a registered investment advisor, from 2013 to 2016. Prior to Harvard, Dr. Mulligan was a Professor of Molecular Biology at the Massachusetts Institute of Technology, a member of the Whitehead Institute for Biomedical Research and the Chief Scientific Officer of Somatix Therapy Corporation, a drug discovery and development company that he founded. Dr. Mulligan was named a MacArthur Foundation Fellow in 1981.

Qualifications

Dr. Mulligan has scientific expertise in the areas of molecular biology, genetics, gene therapy and biotechnology as well as extensive experience within the healthcare industry, including overseeing the operations and research and development of healthcare companies.

Other Current Public Company Boards

– Sana Biotechnology, Inc. (Executive Vice Chairman)

Former Public Company Directorships Held in the Past Five Years

– None


15

Board of Directors (continued)

Stelios Papadopoulos, Ph.D.

LOGO

Director Since: 2008

Independent Chairman Since: 2014

Age: 72

Biogen Board Committee:

– Corporate Governance

Experience

Dr. Papadopoulos serves as the Chairman of Exelixis, Inc., a drug discovery and development company that he co-founded in 1994, Regulus Therapeutics Inc., a biopharmaceutical company, and Eucrates Biomedical Acquisition Corp., a special purpose acquisition company. Previously, he was an investment banker with Cowen & Co., LLC, a financial services company, focusing on the biotechnology and pharmaceutical sectors, from 2000 until his retirement as Vice Chairman in August 2006. Prior to joining Cowen & Co., Dr. Papadopoulos served for 13 years as an investment banker at PaineWebber, Inc., a financial services company, where he was most recently Chairman of PaineWebber Development Corp., a PaineWebber subsidiary focusing on biotechnology.

Qualifications

Having founded multiple life sciences companies and worked as an investment banker focused on the life sciences industry, Dr. Papadopoulos brings to our Board of Directors a first-hand understanding of the demands of establishing, growing and running life sciences businesses.

Other Current Public Company Boards

– Eucrates Biomedical Acquisition Corp. (Chair)

– Exelixis, Inc. (Chair)

– Regulus Therapeutics Inc. (Chair)

Former Public Company Directorships Held in the Past Five Years

– BG Medicine, Inc.

Brian S. Posner

LOGO

Director Since: 2008

Age: 59

Biogen Board Committee:

– Compensation and Management Development

Experience

Mr. Posner has been a private investor since March 2008 and is the founder and Managing Partner of Point Rider Group LLC, a boutique consulting and advisory services firm that provides customized solutions to senior executives and boards of financial, bio-pharmaceutical and other services-related companies as well as strategic investors that make direct and control investments in those sectors. From 2005 to March 2008 Mr. Posner served as the President, Chief Executive Officer and co-Chief Investment Officer of ClearBridge Advisors LLC, an asset management company. Prior to that, Mr. Posner co-founded Hygrove Partners LLC, a private investment fund, in 2000 and served as its Managing Partner for five years. He served as a portfolio manager and an analyst at Fidelity Investments, a financial services company, from 1987 to 1996 and, from 1997 to 1999, at Warburg Pincus Asset Management/Credit Suisse Asset Management where he also served as co-Chief Investment Officer and Director of Research. Mr. Posner also serves as the Chairman of AQR Funds, an investment fund, and as a director of Arch Capital Group Ltd., a specialty insurance and reinsurance provider.

Qualifications

With more than 30 years of experience as a senior corporate executive, leading investment professional and director on public company and not-for-profit boards, Mr. Posner brings significant management and financial expertise, a professional investor’s perspective and extensive experience in areas of corporate governance to our Board of Directors.

Other Current Public Company Boards

– AQR Funds (Chair)

– Arch Capital Group Ltd.

Former Public Company Directorships Held in the Past Five Years

– Bioverativ Inc. (Chair)


16

Board of Directors (continued)

Eric K. Rowinsky, M.D.

LOGO

Director Since: 2010

Age: 64

Biogen Board Committee:

– Corporate Governance

Experience

Dr. Rowinsky has served as President of RGenix, Inc., a privately-held life sciences company, since November 2015 and as its Executive Chairman since December 2016. Since June 2016 he has also been the Chief Scientific Officer of Clearpath Development Co., which rapidly advances development stage therapeutic assets to pre-defined human proof-of-concept milestones. From January 2012 to November 2015 he was the Head of Research and Development and Chief Medical Officer of Stemline Therapeutics, Inc., a biotechnology company focusing on the discovery and development of therapeutics targeting cancer stem cells, and has been an independent consultant since January 2010. Prior to that, he was the Chief Executive Officer of Primrose Therapeutics, Inc., a start-up biotechnology company focusing on the development of therapeutics for polycystic kidney disease, from August 2010 until its acquisition in September 2011. From 2005 to December 2009 he served as the Chief Medical Officer and Executive Vice President of ImClone Systems Incorporated, a life sciences company. From 1996 to 2004 he held several positions at the Cancer Therapy & Research Center’s Institute for Drug Development, including Director of the Institute and Director of Clinical Research. During that time, he held the SBC Endowed Chair for Early Drug Development and Clinical Professor of Medicine at the University of Texas Health Science Center at San Antonio. From 1988 to 1996 he was an Associate Professor of Oncology at the Johns Hopkins School of Medicine and on the staff of the Johns Hopkins Hospital. He also serves as a director of Fortress Biotech Inc., Purple Biotech Ltd. (f/k/a Kitov Pharma Ltd.) and Verastem, Inc., which are biopharmaceutical companies.

Qualifications

Dr. Rowinsky has extensive research and drug development experience and broad scientific and medical knowledge.

Other Current Public Company Boards

– Fortress Biotech Inc.

– Purple Biotech Ltd. (f/k/a Kitov Pharma Ltd.)

– Verastem, Inc.

Former Public Company Directorships Held in the Past Five Years

– BIND Therapeutics, Inc.

– Biophytis S.A.

– Navidea Biopharmaceuticals, Inc.

Stephen A. Sherwin, M.D.

LOGO

Director Since: 2010

Age: 72

Biogen Board Committee:

– Audit

Experience

Dr. Sherwin currently divides his time between advisory work in the life sciences industry and patient care and teaching in his specialty of medical oncology. He is a Clinical Professor of Medicine at the University of California, San Francisco and a volunteer Attending Physician in Hematology-Oncology at the Zuckerberg San Francisco General Hospital. Dr. Sherwin also currently serves as a venture partner with Third Rock Ventures, LLC. He previously served as the Chairman of Ceregene, Inc., a life sciences company that he co-founded, from 2001 until its acquisition by Sangamo Biosciences, Inc. in 2013. He was also a co-founder and chairman of Abgenix, Inc., an antibody company which was acquired by Amgen Inc. in 2006. From 1990 to October 2009 he served as the Chief Executive Officer of Cell Genesys, Inc., a life sciences company, and was its Chairman from 1994 until the company’s merger with BioSante Pharmaceuticals, Inc. (now ANI Pharmaceuticals, Inc.) in October 2009. Prior to that, he held various positions at Genentech, Inc., a life sciences company, most recently as Vice President, Clinical Research. In addition, Dr. Sherwin previously served on the board of directors of the Biotechnology Industry Organization from 2001 to 2014 and as its chairman from 2009 to 2011. Dr. Sherwin currently serves as a director of Neurocrine Biosciences, Inc., a life sciences company.

Qualifications

Dr. Sherwin has extensive knowledge of the life sciences industry and brings more than 30 years of experience in senior leadership positions at large and small publicly traded life sciences companies to our Board of Directors.

Other Current Public Company Boards

– Neurocrine Biosciences, Inc.

Former Public Company Directorships Held in the Past Five Years

– Aduro Biotech, Inc.

– Neon Therapeutics, Inc.


17

Board of Directors (continued)

Michel Vounatsos

LOGO

Director Since: 2017

Age: 59

Biogen Board Committee:

– None

Experience

Mr. Vounatsos has served as our Chief Executive Officer and one of our directors since January 2017. Prior to that, from April 2016 to December 2016, Mr. Vounatsos served as our Executive Vice President, Chief Commercial Officer. Prior to joining Biogen, Mr. Vounatsos spent 20 years at Merck & Co., Inc., a pharmaceutical company, where he most recently served as President, Primary Care, Customer Business Line and Merck Customer Centricity. In this role, he led Merck’s global primary care business unit, a role which encompassed Merck’s cardiology-metabolic, general medicine, women’s health and biosimilars groups and developed and instituted a strategic framework for enhancing the company’s relationships with key constituents, including the most significant providers, payers and retailers and the world’s largest governments. Mr. Vounatsos previously held leadership positions across Europe and in China for Merck. Prior to that, Mr. Vounatsos held management positions at Ciba-Geigy, a pharmaceutical company. Mr. Vounatsos currently serves as a director of PerkinElmer, Inc., a global scientific technology and life science research company, on the advisory board of Tsinghua University School of Pharmaceutical Sciences, on the Supervisory Board of Liryc, the Electrophysiology and Heart Modeling Institute at the University of Bordeaux, on the board of directors of N-Lorem Foundation and as a member of the MIT Presidential CEO Advisory Board. Mr. Vounatsos received his C.S.C.T. certificate in Medicine from the Universite Victor Segalen, Bordeaux II, France, and his M.B.A. from the HEC School of Management in Paris.

Qualifications

Mr. Vounatsos has significant knowledge and experience with respect to the biotechnology, healthcare and pharmaceutical industries, a comprehensive global leadership background resulting from service as an executive in the pharmaceutical industry and studied medicine and business as part of his educational background.

Other Current Public Company Boards

– PerkinElmer, Inc.

Former Public Company Directorships Held in the Past Five Years

– None

OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF EACH

DIRECTOR NOMINEE NAMED ABOVE.


18

Board of Directors (continued)

Committees and Meetings

Our Board of Directors met 21 times in 2020. Our Board of Directors also has three standing committees. The principal functions of each committee, the committee composition in 2020 and the number of meetings held in 2020 are described in the table below. The Chair of each committee periodically reports to our Board of Directors on committee deliberations and decisions. The charter of each of our committees is posted on our website, www.biogen.com, under the “Corporate Governance” subsection of the “Investors” section of the website. Also posted there are our Corporate Governance Principles, which, together with our committee charters, comprise our governance framework.



Committee	Function	2020 Members	Meetings in 2020
Audit	Assists our Board of Directors in its oversight of: • the integrity of our financial statements; • our accounting and financial reporting processes; • the independence, qualifications and performance of our independent registered public accounting firm; • our global tax compliance and tax audit processes; • our internal audit and corporate compliance functions; • our financial strategy, policies and practices; • management’s exercise of its responsibility to assess and manage risks associated with our business and operations; and • the adequacy and effectiveness of the Company’s insurance programs. Our Audit Committee has the sole authority and direct responsibility for the appointment, compensation, retention, evaluation and oversight of the work of our independent registered public accounting firm.	Caroline D. Dorsa† (Chair) William A. Hawkins† Nancy L. Leaming† Stephen A. Sherwin†	11
Compensation and Management Development	Assists our Board of Directors with oversight of executive compensation and management development, including: • recommending to our Board of Directors the compensation for our Chief Executive Officer and approving the compensation for our other executive officers; • administration of our short- and long-term incentive plans; • reviewing executive and senior management development programs; and • recommending to our Board of Directors the compensation of our non-employee directors.	Robert W. Pangia (Chair) Richard C. Mulligan Brian S. Posner Lynn Schenk*	8
Corporate Governance	Assists our Board of Directors in assuring sound corporate governance practices and identifying qualified nominees to our Board of Directors and its committees.	Alexander J. Denner (Chair) Jesus B. Mantas Stelios Papadopoulos Eric K. Rowinsky	5

†	Determined by our Board of Directors to be an audit committee financial expert.

*	Ms. Schenk retired from our Board of Directors, effective as of June 3, 2020.

•

Attendance at Board and Committee Meetings. No director attended fewer than 75% of the total number of meetings of our Board of Directors and the committees on which he or she served during 2020.

•

Executive Sessions. Under our Corporate Governance Principles, the independent directors of our full Board of Directors are required to meet without management present at least four times each year and may also meet without management present at such other times as determined by our Chairman or if requested by at least two other directors. In 2020 the independent directors of our full Board of Directors met without management present six times. Each committee of our Board of Directors also had numerous executive sessions throughout the year.

•

Attendance at Stockholder Meeting. We expect all of our directors and director nominees to attend our annual meetings of stockholders. All of our directors attended our 2020 annual meeting of stockholders.


19

Board of Directors (continued)

Director Compensation

This section describes our compensation program for our non-employee directors and shows the compensation paid to or earned by our non-employee directors during 2020. Mr. Vounatsos, our Chief Executive Officer, receives no compensation for his service on our Board of Directors.

2020 Changes to Director Compensation

Our C&MD Committee, working with Pearl Meyer & Partners LLC (Pearl Meyer), our C&MD Committee’s independent compensation consultant, reviews the structure and philosophy of our non-employee director compensation program annually and uses the same peer group companies that are used in assessing compensation for our executive officers when reviewing and evaluating the competitiveness of a non-employee director compensation.

In September 2019 our Board of Directors, upon the recommendation of our C&MD Committee, approved changes to the compensation paid to non-employee directors, effective January 1, 2020. In order to align the director compensation elements with our peers, our Board eliminated meeting fees as an element of non-employee director compensation and increased annual retainers for members of our Board and its committees. Our Board believes that Board service extends beyond meeting attendance and that these changes are appropriate given structural changes to director pay that were observed in the market and the pay levels that were indicated by the market data. Our C&MD Committee believes that the structure of our non-employee director compensation program, including its mix of cash and equity compensation after giving effect to these changes, is consistent with market practice and better aligns the long-term financial interests of our non-employee directors with those of our stockholders.

Retainers and Expenses

The following table presents the annual retainers for all non-employee members of our Board of Directors in effect in 2020:


Retainers

Annual Board Retainer	$	125,000

Annual Retainers (in addition to Annual Board Retainer):

Independent Chairman of the Board	$	75,000

Audit Committee Chair	$	30,000

Compensation and Management Development Committee Chair	$	30,000

Corporate Governance Committee Chair	$	30,000

Audit Committee Member (other than Chair)	$	15,000

Compensation and Management Development Committee Member (other than Chair)	$	15,000

Corporate Governance Committee Member (other than Chair)	$	15,000

Our non-employee directors are also eligible to be paid a fee of $1,000 for each full day of service to the Company other than in connection with meetings of our Board of Directors or one of its committees.

Our non-employee directors may defer all or part of their cash compensation under our Voluntary Board of Directors Savings Plan, which is similar to our Supplemental Savings Plan described in the narrative preceding the “2020 Non-Qualified Deferred Compensation” table in Part 6 – Executive Compensation Matters of this Proxy Statement, but without any Company matching contributions. If a non-employee director chooses to defer compensation under our Voluntary Board of Directors Savings Plan, his or her notional account under the plan will periodically be credited with amounts of deemed investment earnings as if the deferred compensation was actually invested in the notional investment(s) selected by the director or in a default investment if the director does not make a selection. These notional investment options include the mutual funds available under our 401(k) plan as well as a fixed rate option which earns a rate of return determined each year by the Company’s retirement committee. For 2020 non-employee director deferrals notionally invested in the fixed rate option, this rate of return was set at 5%. Deferrals notionally invested in the fixed rate option continue to be credited with the rate of return that was in effect during the year of deferral.


20

Board of Directors (continued)

Non-employee directors are also reimbursed for actual expenses incurred in attending meetings of our Board of Directors and any of its committees as well as service to our Board of Directors or any of its committees that is unrelated to such meetings.

Equity Awards

Awards Under Our Non-Employee Directors Equity Plan

Our non-employee directors receive awards under our 2006 Non-Employee Directors Equity Plan (the Non-Employee Directors Equity Plan). The Non-Employee Directors Equity Plan was initially approved by our stockholders at our 2006 annual meeting of stockholders. In 2015 our stockholders approved an amendment to extend the term of the plan until June 10, 2025.

General Provisions of the Non-Employee Directors Equity Plan

Non-employee directors receive an annual award under the Non-Employee Directors Equity Plan effective on the date of each annual meeting of stockholders (or a pro rata award upon election other than at an annual meeting of stockholders). Under the Non-Employee Directors Equity Plan, a maximum of 17,500 shares of our common stock (or 30,000 shares for the independent Chairman of the Board) may be granted to a non-employee director pursuant to such annual awards each calendar year. Annual awards vest on the one-year anniversary of the date of grant or over a longer period determined at the discretion of our Board of Directors.

Awards to non-employee directors are recommended by our C&MD Committee and approved by our Board of Directors, with the independent Chairman recused from discussion and voting upon his own awards.

Awards granted under the Non-Employee Directors Equity Plan are subject to accelerated vesting upon termination of a director’s service by reason of death, disability or retirement and upon a change in control (as such terms are defined in the Non-Employee Directors Equity Plan). In addition, non-employee director awards will become fully vested upon an involuntary termination of a director’s service within two years following certain mergers or other corporate transactions, as described in the Non-Employee Directors Equity Plan.

Awards During 2020

In June 2020 our C&MD Committee recommended, and our Board of Directors approved, annual awards with a grant date fair value of approximately $270,000 for each non-employee director and an additional annual award with a grant date fair value of approximately $175,000 for the independent Chairman. These annual awards were below the limits set forth in the Non-Employee Directors Equity Plan described above and were consistent with the awards made in 2019. The June 2020 annual awards were made in the form of restricted stock units (RSUs) that vest in full on the first anniversary of the grant date, generally subject to the director’s continued service.

10b5-1 Trading Plans

Our non-employee directors must use pre-established trading plans to sell shares of our common stock from their personal accounts. A trading plan may only be entered into during an open trading window and when the applicable director is not in possession of material non-public information about the Company. We require a waiting period following the establishment of a trading plan before any trades may be executed. Our policy is designed to provide safeguards while allowing our non-employee directors to have an opportunity to realize the value intended by the Company in granting equity-based awards.

Non-Employee Director Stock Ownership Guidelines

We maintain the following stock ownership guidelines for our non-employee directors:



Position		Stock Ownership Requirement⁽¹⁾
Independent Chairman		Number of shares equal in value to 5x the total annual cash retainer for serving as (i) independent Chairman and (ii) as a non-employee Board member
Non-Employee Directors (excluding Chairman)		Number of shares equal in value to 5x the annual cash retainer for non-employee Board members

(1)	Each non-employee director has five years from the date of initial election or appointment to meet the stock ownership requirement. All of our non-employee directors meet the stock ownership requirement or are still within the five-year period to meet such requirement.


21

Board of Directors (continued)

2020 Director Compensation



Name (a)	Fees Earned or Paid in Cash (b)		Stock Awards⁽¹⁾ (c)		Change in Pension Value and Nonqualified Deferred Compensation Earnings⁽²⁾ (d)	All Other Compensation⁽³⁾ (e)	Total (f)
Alexander J. Denner	$	155,000	$	269,314	—	$15,000	$	439,314
Caroline D. Dorsa	$	155,000	$	269,314	—	—	$	424,314
William A. Hawkins	$	140,000	$	269,314	—	—	$	409,314
Nancy L. Leaming	$	140,000	$	269,314	—	$28,500	$	437,814
Jesus B. Mantas	$	140,000	$	269,314	—	—	$	409,314
Richard C. Mulligan	$	140,000	$	269,314	—	—	$	409,314
Robert W. Pangia⁽⁴⁾	$	155,000	$	269,314	$104,890	—	$	529,204
Stelios Papadopoulos	$	215,000	$	444,822	—	$10,000	$	669,822
Brian S. Posner	$	140,000	$	269,314	—	$25,000	$	434,314
Eric K. Rowinsky	$	140,000	$	269,314	—	—	$	409,314
Lynn Schenk⁽⁵⁾	$	70,000		—	—	$25,000	$	95,000
Stephen A. Sherwin	$	140,000	$	269,314	—	—	$	409,314

Notes to the 2020 Director Compensation Table

(1)

The amounts in column (c) represent the grant date fair value of RSU awards made in 2020 to non-employee directors under the Non-Employee Directors Equity Plan, as described in the narrative preceding this table. These RSUs are scheduled to vest in full and be settled in shares on the first anniversary of the grant date, generally subject to continued service. Grant date fair values were computed in accordance with Accounting Standards Codification (ASC) 718, excluding the effect of estimated forfeitures, and determined by multiplying the number of RSUs awarded by the fair market value of the Company’s common stock on the relevant grant date.

(2)

The amounts in column (d) represent earnings under the Voluntary Board of Directors Savings Plan that are in excess of 120% of the average applicable federal long-term rate. The federal long-term rate for 2020 applied in this calculation is 1.61%, which was the federal long-term rate effective in January 2020 when the Fixed Rate Option (FRO) under this plan was established for 2020. Only Mr. Pangia had deferred compensation notionally invested in the FRO during 2020.

(3)

The amounts in column (e) represent the amount of matching contributions made in 2020 by the Biogen Foundation on behalf of the director pursuant to the terms of a matching gift program offered by the Biogen Foundation to all U.S. employees and non-employee directors of Biogen. Under the matching gift program, the Biogen Foundation matches gifts to eligible U.S.-based non-profit organizations, in accordance with the Biogen Foundation’s guidelines, up to an annual maximum per donor amount of $25,000 per calendar year and up to an aggregate program total of $1.5 million per calendar year. The matching contributions made by the Biogen Foundation are not taxable income to the director, and the director may not take any tax deductions for such matching contributions. The amount for Ms. Leaming includes a matching gift contribution of $3,500, which was made by the Biogen Foundation in 2020 for a gift made by Ms. Leaming in 2019.

(4)	Mr. Pangia is retiring from our Board of Directors, effective as of the Annual Meeting.

(5)	Ms. Schenk retired from our Board of Directors, effective as of June 3, 2020. In June 2020 the Company entered into a consulting agreement with Ms. Schenk after she retired from our Board of Directors. In 2020 Ms. Schenk earned $70,000 under the consulting agreement.


22

Board of Directors (continued)

Director Equity Outstanding at 2020 Fiscal Year-End

The following table summarizes the equity awards that were outstanding as of December 31, 2020, for each of the non-employee directors serving during 2020.



	Option Awards	Stock Awards⁽¹⁾

Name	Number of Securities Underlying Unexercised Options	Number of Shares or Units of Stock That Have Not Vested
Alexander J. Denner	—		890
Caroline D. Dorsa	—		890
William A. Hawkins	—		890
Nancy L. Leaming	—		890
Jesus B. Mantas	—		890
Richard C. Mulligan	—		890
Robert W. Pangia	—		890
Stelios Papadopoulos	—		1,470
Brian S. Posner	—		890
Eric K. Rowinsky	—		890
Lynn Schenk⁽²⁾	—		—
Stephen A. Sherwin	—		890

Notes to the Director Equity Outstanding at 2020 Fiscal Year-End Table

(1)

Represents the number of RSUs awarded to non-employee directors in 2020 under the Non-Employee Directors Equity Plan, as described in the narrative preceding the “2020 Director Compensation” table above. These RSU awards are scheduled to vest in full and be settled in shares on the first anniversary of the grant date, generally subject to continued service.

(2)	Ms. Schenk retired from our Board of Directors, effective as of June 3, 2020, and was not eligible for an award.

Board Risk Oversight

Our Board of Directors believes that a fundamental part of risk management is understanding the risks that we face, monitoring these risks and adopting appropriate control and mitigation of these risks. As stated in our Corporate Governance Principles, our Board of Directors and its committees are responsible for “reviewing the Company’s risk framework and governance and management’s exercise of its responsibility to assess, monitor and manage the Company’s significant risk exposures.”

Our Board of Directors oversees the management of material risks facing the Company. Biogen is committed to fostering a company culture of risk-adjusted decision-making without constraining reasonable risk-taking and innovation. Our Board of Directors and its committees oversee our efforts to foster this culture. Our Board of Directors regularly receives information about our material strategic, operational, financial and compliance risks and management’s response to, and mitigation of, such risks. In addition, our risk management systems, including our risk assessment processes, internal control over financial reporting, compliance programs and internal and external auditing procedures, are designed to inform management and our Board of Directors about our material risks. As part of its risk oversight function, our Board of Directors and its committees review this framework, its operation and our strategies for generating long-term value for our stockholders to ensure that such strategies will not motivate management to take excessive risks.

Our Board of Directors also reviews enterprise risks and discusses them with our management, including issues relevant to our business, reputation and strategy, including intellectual property risk, pipeline and business development, pricing and patient access, legal and regulatory matters and manufacturing. In addition, our Board of Directors and its committees oversee elements of our culture. Management updates our C&MD Committee on our compensation practices and progress against strategies and objectives in the areas of management and leadership development and diversity as well as steps taken to address matters such as inappropriate workplace behavior, including harassment and retaliation. In addition, our Audit Committee is responsible for the oversight of our compliance program.


23

Board of Directors (continued)

In determining the allocation of risk oversight responsibilities, our Board of Directors and its committees generally oversee material risks within their identified areas of concern. Our Board of Directors and each of its committees meet regularly with management to ensure that management is exercising its responsibility to identify relevant risks and is adequately assessing, monitoring and taking appropriate action to mitigate risk. In the event a committee receives a report from members of management on areas of material risk to the Company, the Chair of the relevant committee reports on the discussion to the full Board of Directors at the next Board of Directors meeting. This enables our Board of Directors and its committees to coordinate their oversight of risk and identify risk interrelationships.

Our independent Chairman of the Board promotes effective communication and consideration of matters presenting significant risks to the Company through his role in developing our Board of Directors’ meeting agendas, advising committee chairs, chairing meetings of the independent directors and facilitating communications between independent directors and our Chief Executive Officer.

A summary of the key areas of risk oversight responsibility of our Board of Directors and each of its committees is set forth below:



Board or Committee		Area of Risk Oversight
Board		• Corporate and commercial strategy and execution, pricing and reimbursement, competition, reputational, environmental, health and sustainability and other material risks • Research and development activities, clinical development, drug safety and intellectual property • Material government and other investigations and litigation • Risk governance framework and infrastructure designed to identify, assess, manage and monitor the Company’s material risks • Risk management policies, guidelines and practices implemented by Company management
Audit		• Financial, accounting, disclosure, corporate compliance, distributors, insurance, capital, credit, anti-bribery and anti-corruption matters and other risks reviewed in its oversight of the internal audit and corporate compliance functions • Information technology and cybersecurity risks
Compensation and Management Development		• Workforce matters, including harassment • Compensation policies and practices, including whether such policies and practices balance risk-taking and rewards in an appropriate manner as discussed further below
Corporate Governance		• Corporate governance and board succession, director independence, potential conflicts of interest and related party transactions involving directors and executive officers

Compensation Risk Assessment

The Compensation Discussion and Analysis (CD&A) section of this Proxy Statement describes our compensation policies, programs and practices for our named executive officers. Our goal-setting, performance assessment and compensation decision-making processes described in the CD&A generally apply to all employees. We offer a limited number of short-term cash incentive plans, with employees eligible for either our annual bonus plan or a sales incentive compensation plan. Except in limited circumstances, no employee is eligible to participate in more than one cash incentive plan at any time. Our annual bonus plan is consistently maintained for all participants globally, with the same Company performance goals, payout levels (as a percentage of target) and administrative provisions regardless of the participant’s job level, location or function in the Company. We also have a long-term incentive program that provides different forms of awards depending upon an employee’s level but is otherwise consistent throughout the Company.

In the CD&A, we describe the risk-mitigation controls for our executive compensation programs. These controls include C&MD Committee review and approval of the design, goals and payouts under our annual bonus plan and long-term incentive program and each executive officer’s compensation (or, in the case of our Chief Executive Officer’s compensation, a recommendation of that compensation to our Board of Directors for its approval). In addition, we review the processes, controls and design of our sales incentive compensation plans.


24

Board of Directors (continued)

The C&MD Committee, working with its independent compensation consultant, also conducts an annual assessment of potential risks related to our compensation policies, programs and practices. Among other factors, this risk assessment considers the form of compensation (i.e., award type, fixed versus variable and short-term versus long-term), pay alignment, performance measures and goals, payout maximums, vesting periods and C&MD Committee oversight and independence. This assessment is focused on (1) having an appropriate balance in our program structure to mitigate compensation-related risk with cash versus stock, short-term versus long-term measurement and financial versus non-financial goals; and (2) policies and practices to mitigate compensation-related risk including recoupment of compensation, stock ownership guidelines, equity administration rules and insider-trading and hedging prohibitions.

Based on our assessment, we believe that, through a combination of risk-mitigating features and incentives guided by relevant market practices and Company-wide goals, our compensation policies, programs and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.


25

Stock Ownership

STOCK OWNERSHIP

The following table and accompanying notes provide information about the beneficial ownership of our common stock by:

•

each stockholder known by us to be the beneficial owner of more than 5% of our common stock;

•

each of our named executive officers;

•

each of our directors and nominees for director; and

•

all of our directors and executive officers as a group.

Except as otherwise noted, the persons identified have sole voting and investment power with respect to the shares of our common stock beneficially owned. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and investment power with respect to the shares. Except as otherwise noted, the information below is as of April 5, 2021 (Ownership Date).

Unless otherwise indicated in the footnotes, the address of each of the individuals named below is: c/o Biogen Inc., 225 Binney Street, Cambridge, Massachusetts 02142.



Name	Shares Owned⁽¹⁾		Shares Subject to Options and Stock Units⁽²⁾		Total Number of Shares Beneficially Owned⁽¹⁾		Percentage of Outstanding Shares⁽³⁾
5% Stockholders
PRIMECAP Management Company⁽⁴⁾ 177 East Colorado Boulevard 11^th Floor Pasadena, CA 91105		15,822,066		—		15,822,066		10.28	%
BlackRock, Inc.⁽⁵⁾ 55 East 52^nd Street New York, NY 10055		13,419,601		—		13,419,601		8.7	%
The Vanguard Group⁽⁶⁾ 100 Vanguard Boulevard Malvern, PA 19355		11,896,510		—		11,896,510		7.73	%
Named Executive Officers
Michel Vounatsos		53,072		—		53,072		*
Michael R. McDonnell		—		—		—		—
Alfred W. Sandrock, Jr.		17,841		—		17,841		*
Susan H. Alexander		41,576		—		41,576		*
Chirfi Guindo		6,006		—		6,006		*
Jeffrey D. Capello⁽⁷⁾		3,118		—		3,118		*
Directors
Alexander J. Denner⁽⁸⁾		655,064		890		655,954		*
Caroline D. Dorsa		20,207		890		21,097		*
Maria C. Freire		—		—		—		—
William A. Hawkins		1,115		890		2,045		*
William D. Jones		—		—		—		—
Nancy L. Leaming		12,098		890		12,988		*
Jesus B. Mantas		2,053		890		2,943		*
Richard C. Mulligan		12,064		890		12,954		*
Robert W. Pangia⁽⁹⁾		19,742		890		20,632		*
Stelios Papadopoulos⁽¹⁰⁾		33,301		1,470		34,771		*
Brian S. Posner		6,870		890		7,760		*
Eric K. Rowinsky		16,179		890		17,069		*
Stephen A. Sherwin		15,438		890		16,328		*
Executive officers and directors as a group (21 persons)⁽¹¹⁾		926,695		10,370		937,065		*

*	Represents beneficial ownership of less than 1% of our outstanding shares of common stock.


26

Stock Ownership (continued)

(1)	The shares described as “owned” are shares of our common stock directly or indirectly owned by each listed person, rounded up to the nearest whole share.

(2)	Includes RSUs that will vest within 60 days of the Ownership Date.

(3)

The calculation of percentages is based upon 150,554,556 shares outstanding on the Ownership Date, plus for each of the individuals listed above the shares subject to RSUs exercisable within 60 days of the Ownership Date, as reflected in the column under the heading “Shares Subject to Options and Stock Units.”

(4)	Based solely on information as of December 31, 2020, contained in a Schedule 13G/A filed with the SEC by PRIMECAP Management Company on February 12, 2021, which also indicates that it has sole voting power over 15,443,182 shares and sole dispositive power over 15,822,066 shares.

(5)	Based solely on information as of December 31, 2020, contained in a Schedule 13G/A filed with the SEC by BlackRock, Inc. on January 29, 2021, which also indicates that it has sole voting power with respect to 11,672,922 shares and sole dispositive power with respect to 13,419,601 shares.

(6)

Based solely on information as of December 31, 2020, contained in a Schedule 13G/A filed with the SEC by The Vanguard Group on February 10, 2021, which also indicates that it has sole dispositive power with respect to 11,213,323 shares, shared voting power with respect to 259,934 shares and shared dispositive power with respect to 638,187 shares.

(7)	Mr. Capello ceased to be our Executive Vice President and Chief Financial Officer on August 15, 2020, and separated from the Company on September 15, 2020.

(8)

Includes 643,000 shares beneficially owned by funds and accounts managed by Sarissa Capital Management LP, a Delaware limited partnership (Sarissa Capital). Dr. Denner is the Chief Investment Officer of Sarissa Capital and ultimately controls the funds and accounts managed by Sarissa Capital. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Exchange Act) the 643,000 shares that those entities beneficially own. Dr. Denner disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

(9)	Includes 16,000 shares beneficially owned by Robin Drive, LLC, of which Mr. Pangia’s wife is the Trustee. Mr. Pangia is retiring from our Board of Directors, effective as of the Annual Meeting.

(10)	Includes 28,206 shares held in limited liability companies of which Dr. Papadopoulos is the sole manager.

(11)	Includes 688,175 shares held indirectly through trusts, funds, defined benefit plans or limited liability companies.


27

Audit Committee Matters

Proposal 2 – Ratification of the Selection of Our Independent Registered Public Accounting Firm

Our Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit our consolidated financial statements. Our Audit Committee has selected PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2021. PwC has served as our independent registered public accounting firm since 2003.

In order to assure continuing auditor independence, our Audit Committee periodically considers whether there should be a rotation of the independent registered public accounting firm. Further, in conjunction with the rotation of the auditing firm’s lead engagement partner required by applicable SEC rules, our Audit Committee and its Chair has in the past been, and in the future will be, directly involved in the selection of PwC’s new lead engagement partner.

Our Audit Committee believes at this time that the continued retention of PwC to serve as our independent registered public accounting firm is in the best interest of Biogen and its stockholders.

Although stockholder approval of our Audit Committee’s selection of PwC is not required, our Board of Directors believes that it is a matter of good corporate practice to solicit stockholder ratification of this selection. If our stockholders do not ratify the selection of PwC as our independent registered public accounting firm, our Audit Committee will reconsider its selection. Even if the selection is ratified, our Audit Committee always has the ability to change the engagement of PwC if it considers that a change is in Biogen’s best interest. Representatives of PwC will participate in the Annual Meeting, have the opportunity to make a statement if they so desire and be available to respond to appropriate questions.

OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE RATIFICATION OF

THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021.


28

Audit Committee Matters (continued)

Audit Committee Report

The Audit Committee’s role is to act on behalf of our Board of Directors in the oversight of Biogen’s financial reporting, internal control and audit functions. The roles and responsibilities of the Audit Committee are set forth in the written charter adopted by our Board of Directors, which is posted on our website, www.biogen.com, under the “Corporate Governance” subsection of the “Investors” section of the website. Management has primary responsibility for the financial statements and the reporting process, including the systems of internal control.

In fulfilling its oversight responsibilities, the Audit Committee, among other things:

•

reviewed and discussed with management the audited consolidated financial statements contained in Biogen’s 2020 Annual Report on Form 10-K;

•

discussed with PwC, Biogen’s independent registered public accounting firm, the overall scope and plans for the audit;

•

met with PwC, with and without management present, to discuss the results of its examination, management’s response to any significant findings, its observations of Biogen’s internal control, the overall quality of Biogen’s financial reporting, the selection, application and disclosure of critical accounting policies, new accounting developments and accounting-related disclosures, the key accounting judgments and assumptions made in preparing the financial statements and whether the financial statements would have materially changed had different judgments and assumptions been made and other pertinent items related to Biogen’s accounting, internal control and financial reporting;

•

discussed with representatives of Biogen’s corporate internal audit staff, with and without management present, their purpose, authority, audit plan and reports;

•

reviewed and discussed with PwC the matters required by the Public Company Accounting Oversight Board and the SEC;

•

discussed with PwC its independence from management and Biogen, including the written disclosures and letter concerning independence received from PwC under applicable requirements of the Public Company Accounting Oversight Board. The Audit Committee has determined that the provision of non-audit services to Biogen by PwC is compatible with its independence;

•

provided oversight and advice to management in connection with Biogen’s system of internal control over financial reporting in response to the requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations. In connection with this oversight, the Audit Committee reviewed a report by management on the effectiveness of Biogen’s internal control over financial reporting; and

•

reviewed PwC’s Report of Independent Registered Public Accounting Firm included in Biogen’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, related to its audit of the effectiveness of internal control over financial reporting.

In reliance on these reviews and discussions, the Audit Committee recommended to our Board of Directors that the audited consolidated financial statements be included in Biogen’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, for filing with the SEC.

The Audit Committee of our Board of Directors:

Caroline D. Dorsa (Chair)

William A. Hawkins

Nancy L. Leaming

Stephen A. Sherwin, M.D.


29

Audit Committee Matters (continued)

Audit and Other Fees

The following table shows fees for professional audit services billed to us by PwC for the audit of our annual consolidated financial statements for the years ended December 31, 2020 and December 31, 2019, and fees billed to us by PwC for other services provided during 2020 and 2019:



Fees (amounts in thousands)	2020		2019
Audit fees	$	5,882.0	$	6,080.3
Audit-related fees		48.2		55.0
Tax fees*		392.5		641.8
All other fees		9.9		7.0
Total	$	6,332.6	$	6,784.1

*	Includes tax compliance fees of approximately $0.1 million in 2020 and 2019.

Audit fees are fees for the audit of our 2020 and 2019 consolidated financial statements included in our Annual

Reports on Form 10-K, reviews of our condensed consolidated financial statements included in our Quarterly Reports on Form 10-Q, review of the consolidated financial statements incorporated by reference into our outstanding registration statements and statutory audit fees in overseas jurisdictions.

Audit-related fees are fees that principally relate to assurance and related services that are also performed by our independent registered public accounting firm. More specifically, these services include audits of employee benefit plan information, accounting consultations, due diligence and audits in connection with business development activity, internal control reviews and attest services related to financial reporting that are not required by statute or regulation.

Tax fees are fees for tax compliance and planning services.

All other fees in 2020 and 2019 also include license fees for a web-based accounting research tool.

Policy on Pre-Approval of Audit and Non-Audit Services

Our 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. Our Audit Committee must pre-approve any audit and non-audit services provided by our independent registered public accounting firm. Our 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, our Audit Committee tries to minimize relationships that could appear to impair the objectivity of our independent registered public accounting firm. Our 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.

Our Audit Committee annually reviews and pre-approves the audit, audit-related, tax and other permissible non-audit services that can be provided by the independent registered public accounting firm. After the annual review, any proposed services exceeding pre-set levels or amounts, or additional services not previously approved requires separate pre-approval by our Audit Committee or the Chair of our Audit Committee. Any pre-approval decision made by the Chair of our Audit Committee is reported to our Audit Committee at the next regularly scheduled Audit Committee meeting. Our Chief Financial Officer and our Chief Accounting Officer can approve up to an additional $50,000 in the aggregate per calendar year for categories of services that our Audit Committee (or the Chair through its delegated authority) has pre-approved.

All of the services provided by PwC during 2020 and 2019 were pre-approved in accordance with this policy.


30

Executive Compensation Matters



		Proposal 3 – Advisory Vote on Executive Compensation

Our Compensation Discussion and Analysis, which appears below, describes our executive compensation programs and the compensation decisions that our C&MD Committee and our Board of Directors made with respect to the 2020 compensation of our named executive officers. As required pursuant to Section 14A of the Exchange Act, our Board of Directors is asking that stockholders cast a non-binding, advisory vote FOR the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

Our Board of Directors is asking that our stockholders support this proposal. Although the vote you are being asked to cast is non-binding, we value the views of our stockholders, and our C&MD Committee and our Board of Directors will consider the outcome of the vote when making future compensation decisions for our named executive officers.

As we describe in our Compensation Discussion and Analysis, our executive compensation programs embody a pay-for-performance philosophy that supports our business strategy and aligns the interests of our executives with those of our stockholders. In particular, our executive compensation programs reward financial, strategic and operational performance, and the goals set under our plans support our short- and long-range plans. In addition, to discourage excessive risk taking, we maintain policies for stock ownership, and our equity and annual bonus incentive plans have provisions providing for the recoupment of compensation. We also cap payments under our annual bonus plan, and we generally require multi-year vesting periods for long-term incentive awards.

We will hold a non-binding, advisory vote of our stockholders on the compensation of our named executive officers every year until the next required stockholder vote on the frequency of such advisory vote. The next stockholder vote on the frequency of such advisory vote is expected to be held at the 2023 annual meeting of stockholders.

OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE

FOR THE APPROVAL OF THE RESOLUTION SET FORTH ABOVE.


31

Executive Compensation Matters (continued)

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (CD&A) describes our compensation strategy, philosophy, policies and practices underlying our executive compensation programs for 2020. It also provides information regarding the compensation that was earned by and awarded to our 2020 named executive officers listed below, whom we refer to collectively as “named executive officers” or “NEOs.” Our named executive officers include our current executive officers listed below as well as Jeffrey D. Capello*, our former Executive Vice President and Chief Financial Officer.

Michel Vounatsos

Chief Executive Officer

Susan H. Alexander

Executive Vice President,

Chief Legal Officer and Secretary

Michael R. McDonnell*

Executive Vice President and

Chief Financial Officer

Chirfi Guindo

Executive Vice President,

Global Product Strategy and Commercialization

Alfred W. Sandrock, Jr., M.D., Ph.D.**

Executive Vice President,

Research and Development

*	Mr. McDonnell was appointed as Executive Vice President and Chief Financial Officer effective August 15, 2020. Mr. Capello ceased to be our Executive Vice President and Chief Financial Officer on August 15, 2020, and separated from the Company on September 15, 2020.

Dr. Sandrock was appointed as Executive Vice President, Research and Development on October 1, 2019. Prior to this appointment, Dr. Sandrock served as our Executive Vice President, Chief Medical Officer, and continued in this role, in addition to his duties as Executive Vice President, Research and Development, until January 27, 2020.

Executive Summary

We had a productive and successful 2020 as we continued to execute well against our corporate strategy.

Our full year revenue for 2020 was $13.4 billion, a 6% decrease from the prior year primarily due to the entry of multiple TECFIDERA generic entrants in the U.S. with deeply discounted prices compared to TECFIDERA. The generic competition for TECFIDERA significantly reduced our TECFIDERA revenues during the year ended December 31, 2020, and is expected to have a substantial negative impact on our TECFIDERA revenues for as long as there is generic competition.

Excluding TECFIDERA in the U.S., our global MS revenue, including OCREVUS royalties, remained relatively stable for 2020, as compared to 2019, demonstrating the resilience of

our MS business in a competitive market. We continued our launch of VUMERITY in the U.S., which was the number two MS product and the number one oral in terms of new prescriptions in the U.S. as of December 31, 2020.

We maintained our leadership in our SMA business despite increased competition and delays in SPINRAZA doses due, directly or indirectly, to the COVID-19 pandemic. Although our full year 2020 SPINRAZA revenue decreased 2% as compared to 2019, we continued to see growth outside of the U.S., with full year 2020 revenue outside the U.S. growing 9% as compared to 2019, and we believe that SPINRAZA will remain a foundation of care in the treatment of SMA.


32

Executive Compensation Matters (continued)

Our full year 2020 biosimilars revenue increased 8% as compared to 2019. Although our biosimilars business was negatively impacted by pricing pressure and a slowdown in new treatments and reduced clinic capacity due to the COVID-19 pandemic, we were the leading anti-TNF biosimilar provider in Europe in 2020, and BENEPALI was the #1 prescribed etanercept product across Europe.

We also made significant progress toward building a multi-franchise portfolio, with 10 programs now in either Phase 3 or filed across a number of key therapeutic areas, including regulatory filings for aducanumab in the U.S., the E.U. and Japan. We added or advanced 12 clinical programs in Alzheimer’s disease, MS, ALS, Parkinson’s disease and other movement disorders, depression and biosimilars and had a strong year for business development, including multiple new strategic collaborations.

We provided value to our stockholders through the return of approximately $6.7 billion in capital through share repurchases, and we continued our leading efforts in environmental, sustainability and diversity issues.

To help ensure the health and safety of our employees, we took several actions in response to the ongoing COVID-19 pandemic. In the U.S. and in most other key markets, our office-based employees began working from home in early March 2020, while we ensured essential staffing levels in our operations remained in place, including maintaining key personnel in our laboratories and manufacturing facilities. To provide a safe work environment for our employees, we have, among other things, increased our cleaning and sanitation routines on our campuses, implemented various social distancing measures on our campuses, created electronic health attestation forms, issued travel advisories to our employees consistent with government regulations and restricted participation of our employees in any events that have large gatherings.

We have also suspended the vast majority of our in-person interactions by our customer-facing professionals in healthcare settings and are engaging with these customers remotely as we seek to continue to support healthcare professionals and patient care.

Our C&MD Committee considered all of these achievements, and challenges, as they navigated compensation decisions not just for our executive officers but for all of our employees.

As described below, our C&MD Committee exercised its discretion and made adjustments to take into account items that were not originally contemplated, or whose magnitude or timing were uncertain, when the performance goals were originally established.

Our C&MD Committee believed these adjustments were appropriate because the items were beyond the control of management, were not contemplated and/or could not be quantified due to uncertainty regarding magnitude and timing when the Company performance goals were originally set. Our C&MD Committee also believed that these adjustments were necessary to appropriately motivate and reward employees for their performance during a challenging year in which we continued to perform well despite the challenges that we faced.

However, notwithstanding the attainment of our performance goals and the strength of management’s performance, our C&MD Committee also believed it was important to hold the members of our Executive Committee, which includes all of our NEOs, accountable for the Company’s overall financial results and business performance compared to the original performance goals. As a result, our C&MD Committee exercised its discretion and decreased the payouts under certain of our incentive compensation plans for the members of our Executive Committee, including all of our NEOs, as described below.

Our C&MD Committee believes that our executive compensation program for 2020 is consistent with our compensation philosophies and principles described below and demonstrates our commitment to linking compensation to Company performance and strategy during a challenging year.


33

Executive Compensation Matters (continued)

2020 Highlights

A brief summary of our 2020 business, financial and executive compensation highlights is as follows:

Financial Performance

The following chart provides a summary of our financial performance for 2020 compared to 2019:

LOGO

A reconciliation of our GAAP to Non-GAAP financial measures is provided in Appendix A to this Proxy Statement.

Product and Pipeline Developments

The following provides a summary of our product and pipeline developments for 2020:

Applications for Marketing and Agency Actions

Aducanumab

•

In July 2020 we completed the submission of a Biologics License Application (BLA) to the U.S. Food and Drug Administration (FDA) for the approval of aducanumab. In August 2020 the FDA accepted the BLA and granted Priority Review with a Prescription Drug User Fee Act (PDUFA) action date on March 7, 2021. In January 2021 the FDA extended the review period for the BLA for aducanumab by three months. The updated PDUFA action date is June 7, 2021.

•

In October 2020 the European Medicines Agency (EMA) accepted for review the Marketing Authorization Application (MAA) for aducanumab.

•

In December 2020 the Ministry of Health, Labor and Welfare accepted for review the Japanese New Drug Application for aducanumab.

SB11 (referencing LUCENTIS)

•

In October 2020 the EMA accepted for review the MAA for SB11, a proposed ranibizumab biosimilar referencing LUCENTIS, and in November 2020 the FDA accepted the BLA for SB11. Ranibizumab is an anti-VEGF (vascular endothelial growth factor) for retinal vascular disorders, which are a leading cause of blindness.

•

In March 2020 we made a regulatory submission to the EMA for a subcutaneous (SC) formulation of TYSABRI (natalizumab). In June 2020 we submitted a Supplemental Biologics License Application for a SC formulation of natalizumab to the FDA.

•

In October 2020 the first patient in the Phase 1 study of BIIB107 (anti-VLA4) in MS was dosed.

•

In November 2020 we submitted a MAA for VUMERITY (diroximel fumarate; DRF) to the EMA.


34

Executive Compensation Matters (continued)

•

In December 2020 the European Commission approved a new intramuscular injection route of administration for PLEGRIDY (peginterferon beta-1a) for the treatment of relapsing-remitting MS.

Clinical Trials

Alzheimer’s Disease and Dementia

•

In March 2020 the first patient was dosed in the aducanumab re-dosing study, EMBARK, which is a global re-dosing clinical study designed to evaluate aducanumab in eligible Alzheimer’s disease patients who were actively enrolled in aducanumab studies (PRIME, EVOLVE, EMERGE and ENGAGE) in March 2019.

•

In September 2020 the first patient was dosed in the Phase 3 AHEAD 3-45 clinical study of BAN2401 (lecanemab), an anti-amyloid beta antibody, in individuals with preclinical Alzheimer’s disease who have intermediate or elevated levels of amyloid in their brains. We are collaborating with Eisai on the development of BAN2401.

Neuromuscular Disorders

•

In March 2020 the first patient was dosed in the global DEVOTE study, which is evaluating the safety, tolerability and potential for even greater efficacy of SPINRAZA when administered at a higher dose than currently approved for the treatment of SMA.

•

In September 2020 the first patient in a Phase 1 study of BIIB105 (ataxin-2 ASO), an antisense oligonucleotide (ASO) targeting ataxin-2 in ALS, was dosed.

Movement Disorders

•

In July 2020 the first patient in the Phase 1 study of BIIB101 (ION464), an ASO targeting alpha synuclein in multiple system atrophy, was dosed.

Immunology

•

In August 2020 the first patient was dosed in the Phase 3 program for dapirolizumab pegol (anti-CD40L) in patients with active systemic lupus erythematosus despite being treated by standard of care therapies. Dapirolizumab pegol is being developed in collaboration with UCB Pharma S.A.

Biosimilars – Samsung Bioepis – Biogen’s Joint Venture with Samsung BioLogics

•

In May 2020 Samsung Bioepis announced that the primary endpoints were met in the randomized, double-masked, Phase 3 trial comparing the efficacy, safety and immunogenicity of SB11 to the reference product (LUCENTIS).

•

In June 2020 Samsung Bioepis initiated a Phase 3 study for SB15, a proposed aflibercept biosimilar referencing EYLEA. EYLEA is widely used to treat ophthalmologic conditions such as neovascular (wet) age-related macular degeneration, macular edema following retinal vein occlusion, diabetic macular edema (DME) and diabetic retinopathy in patients with DME.

Discontinued Programs

•

In March 2020 we announced that the Phase 2 OPUS study investigating natalizumab as an adjunctive therapy in adults with drug-resistant focal epilepsy did not meet its primary endpoint. Safety data were in-line with the known safety profile of natalizumab. Based on these results, we discontinued development of natalizumab in drug-resistant focal epilepsy.

•

In October 2020 we announced that the Phase 2 AFFINITY study of opicinumab (anti-LINGO) in MS did not meet its primary or secondary endpoints. Based on these results, we discontinued development of opicinumab.

Business Development

•

In March 2020 we acquired BIIB118 (CK1 inhibitor), a novel CNS-penetrant small molecule inhibitor of casein kinase 1, for the potential treatment of patients with behavioral and neurological symptoms across various psychiatric and neurological diseases from Pfizer Inc. We are developing BIIB118 for the potential treatment of irregular sleep wake rhythm disorder in Parkinson’s disease and plan to develop BIIB118 for the potential treatment of sundowning in Alzheimer’s disease.


35

Executive Compensation Matters (continued)

•

In April 2020 we closed a collaboration and license agreement with Sangamo to develop and commercialize ST-501 for tauopathies, including Alzheimer’s disease; ST-502 for synucleinopathies, including Parkinson’s disease; a third neuromuscular disease target; and up to nine additional neurological disease targets to be identified and selected within a five-year period. The companies are leveraging Sangamo’s proprietary zinc finger protein technology delivered via adeno-associated virus to modulate the expression of key genes involved in neurological diseases.

•

In October 2020 we closed a collaboration and license agreement with Denali to co-develop and co-commercialize Denali’s small molecule inhibitors of leucine-rich repeat kinase 2 (LRRK2) for Parkinson’s disease. In addition to the LRRK2 program, we also have an exclusive option to license two preclinical programs from Denali’s Transport Vehicle platform, including its Antibody Transport Vehicle (ATV): ATV enabled anti-amyloid beta program and a second program utilizing its Transport Vehicle technology. Further, we have a right of first negotiation on two additional Transport Vehicle-enabled therapeutics, should Denali decide to seek a collaboration for such programs.

•

In December 2020 we closed a global collaboration and license agreement with Sage to jointly develop and commercialize BIIB125 (zuranolone) for the potential treatment of major depressive disorder and postpartum depression and BIIB124 (SAGE-324) for the potential treatment of essential tremor with potential in other neurological conditions such as epilepsy.

Share Repurchase Activity

•

In October 2020 our Board of Directors authorized a program to repurchase up to $5.0 billion of our common stock (2020 Share Repurchase Program). Our 2020 Share Repurchase Program does not have an expiration date. All share repurchases under our 2020 Share Repurchase Program will be retired.

•

We returned approximately $6.7 billion to stockholders in 2020 through share repurchases under our 2020 Share Repurchase Program, our March 2019 Share Repurchase Program, which was a program authorized by our Board of Directors in March 2019 to repurchase up to $5.0 billion of our common stock that was completed as of March 31, 2020, and our December 2019 Share Repurchase Program, which was a program authorized by our Board of Directors in December 2019 to repurchase up to $5.0 billion of our common stock that was completed as of September 30, 2020.

Other Notable Achievements in the Workplace and Community

•

In September 2020 we announced Healthy Climate, Healthy Lives, a $250.0 million, 20-year initiative to eliminate fossil fuels across our operations and collaborate with renowned institutions with the aim to improve health, especially for the world’s most vulnerable populations. We are the first Fortune 500 company to commit to become fossil fuel free across our operations by 2040.

•

The approximately €2.4 billion of healthcare savings in 2020 across Europe that we estimate was contributed by our three anti-TNF biosimilars.

•

Named the number one biotechnology company on the Dow Jones Sustainability World Index for the fifth time.

•

Launched our electric vehicle fleet program, expanding our battery electric vehicles to 12 and office chargers to 49 as of December 31, 2020.

•

Recognized as a corporate sustainability leader with the Gold Class Sustainability Award from RobecoSAM.

•

Used green chemistry processes and techniques to reduce our waste and energy consumption.

•

Committed to a climate target consistent with reductions required to keep warming to 1.5°C and joined the Business Ambition to 1.5°C.

•

Began engaging our employees and suppliers in the transition to a fossil fuel-free future with 100% renewable electricity targets for suppliers and sustainable benefit programs for employees.

•

Earned a perfect score of 100% on the Human Rights Campaign’s Corporate Equality Index (a national benchmarking tool on corporate policies and practices pertinent to LGBTQ employees) for the seventh consecutive year and a perfect score of 100% on the Disability Equality Index for the third consecutive year.

•

Continued our commitment to diversity, equity and inclusion. As of December 31, 2020, 48% of director-level positions and above were held by women, and, in the U.S., 28% were held by ethnic or racial minorities.

•

Launched an enhanced strategy with the aim to boost diversity* in U.S. manager positions and above by 30% by the end of 2021.

•

Engaged more than 57,000 students in hands-on learning to inspire their passion for science since the inception of Biogen’s Community Labs in 2002 with priority focus on underrepresented students.


36

Executive Compensation Matters (continued)

Percent of U.S. manager positions and above held by Black, African American and Latinx employees as well as Asian employees where underrepresented.

2020 Executive Compensation Programs and Pay-for-Performance Alignment

We believe our executive compensation programs are effectively designed and have worked well to implement a pay-for-performance culture that is aligned with the interests of our stockholders. In 2020 our executive compensation programs consisted of base salary, short- and long-term incentives and other benefits.

91% of our CEO’s and 85% of our other currently-employed NEOs’ (other than our CEO) 2020 target compensation was performance-based and at-risk.

LOGO

Reflects annual salary, target bonus and target grant value of the 2020 annual long-term incentive awards. The NEO compensation mix excludes the one-time sign-on bonus paid to Mr. McDonnell in connection with his hire, as described in further detail below, as well as compensation for Mr. Capello due to his partial year employment with Biogen in 2020.

100% of our NEOs’ 2020 annual long-term incentive (LTI) grants were performance-based and at-risk*

LOGO

• 60% earned based on achievement of three-year pipeline milestone performance goals

• 40% earned based on achievement of three one-year financial goals relating to Non-GAAP adjusted free cash flow and revenue

• Earned based on stock price performance over one-, two- and three-year periods

Does not include sign-on LTI awards granted to Mr. McDonnell in connection with his hire in August 2020.

Our 2020 performance-based compensation payouts align with our commitment to strong performance and accountability.

Our executive compensation program is structured to closely align with our business purpose and commitment to drive the creation of long-term stockholder value. Our C&MD Committee considered our achievements in 2020 as well as the challenges we faced and made adjustments to certain of the performance goals in our incentive compensation plans to take into account items that were not originally contemplated, or whose magnitude or timing were uncertain, when the performance goals were originally established. At the same time, our C&MD Committee believed it was important to hold the members of our Executive Committee, which includes all of our NEOs, accountable for the Company’s overall financial results and business performance compared to the original performance goals and decreased the payouts under certain of our incentive plans for our NEOs. As a result, the payouts for our NEOs, as a percentage of target, for our 2020 annual bonus plan and the portions of our PSUs and our MSUs that were eligible to be earned based on 2020 performance were below target payout amounts, as described in further detail below.


37

Executive Compensation Matters (continued)

We believe that our 2020 executive compensation program, including the adjustments made by our C&MD Committee, demonstrates our commitment to linking compensation to Company performance and strategy during a challenging year while holding our executive officers accountable.

2020 Advisory Vote on Executive Compensation


At our 2020 annual meeting of stockholders, we continued to receive support for our executive compensation programs with approximately 83% of the votes cast for approval of our annual “say-on-pay” proposal. Our C&MD Committee viewed this as positive support for our executive compensation programs and their alignment with long-term stockholder value creation and determined that the Company’s executive compensation programs have been effective in implementing the Company’s stated compensation philosophy and objectives. Our C&MD Committee is committed to continually reviewing our executive compensation programs on a proactive basis to ensure the ongoing alignment of such programs with the interests of our stockholders.

In 2020 our C&MD Committee reviewed our executive compensation programs in light of market data, the results from our “say-on-pay” proposal at last year’s annual meeting of stockholders and the Company’s performance. Our C&MD Committee was satisfied that our existing executive compensation programs further our pay-for-performance philosophy and, accordingly, did not recommend any significant changes to our executive compensation programs for 2020.

Roles and Responsibilities

Role of our C&MD Committee

Our C&MD Committee, which is composed of three independent directors, oversees and administers our executive compensation programs. In making executive compensation decisions, our C&MD Committee reviews a variety of factors and data, most importantly our performance and individual executive performance, and considers the totality of compensation that may be paid or the value of which that may be granted. In addition, our C&MD Committee administers our annual bonus plan and our equity plans, reviews business achievements relevant to payouts under our compensation plans, makes recommendations to our Board of Directors with respect to compensation policies and practices as well as the compensation of our CEO and seeks to ensure that total compensation paid to our executive officers is fair, competitive and aligned with stockholder interests. Our C&MD Committee retains the right to hire outside advisors as needed to assist it in reviewing and revising our executive compensation programs.

The duties and responsibilities of our C&MD Committee are described on page 19 and can be found in our C&MD Committee’s written charter adopted by our Board of Directors, which can be found on our website, www.biogen.com, under the “Corporate Governance” subsection of the “Investors” section of the website.

Role of the Independent Compensation Consultant

Our C&MD Committee believes that independent advice is important in developing and overseeing our executive

compensation programs. Pearl Meyer is currently engaged as our C&MD Committee’s independent compensation consultant. Pearl Meyer does not provide any other services to Biogen and engages in other matters as needed and as directed solely by our C&MD Committee.

Reporting directly to our C&MD Committee, Pearl Meyer provides guidance on trends in CEO, executive and non-employee director compensation, the development of specific executive compensation programs and the composition of the Company’s compensation peer group used for market comparisons. Additionally, Pearl Meyer prepares a comprehensive report on CEO pay that compares each element of compensation to that of CEOs at companies in our peer group. Using this and other similar information, our C&MD Committee recommends, and our Board of Directors approves, the elements and target levels of our CEO’s compensation and our C&MD Committee approves the elements and target levels of compensation for our other executive officers. During 2020 Pearl Meyer also provided guidance to our C&MD regarding the impact of the COVID-19 pandemic on executive compensation programs, including at peer group companies.

Our C&MD Committee assesses Pearl Meyer’s independence annually and, in accordance with applicable SEC and Nasdaq rules, confirmed in December 2020 that Pearl Meyer’s work did not raise any conflicts of interest and that Pearl Meyer remains independent under applicable rules.


38

Executive Compensation Matters (continued)

Role of our CEO

Each year our CEO provides an assessment of the performance of each executive officer, other than himself, during the prior year and recommends to our C&MD Committee the compensation to be paid or awarded to each executive. Our CEO’s recommendations are based on numerous factors, including:

•

Company, team and individual performance;

•

potential for future contributions;

•

leadership competencies, skills and experience;

•

external market competitiveness;

•

internal pay comparisons; and

•

other factors deemed relevant.

To understand the external market competitiveness of the compensation for our executive officers, our CEO and our C&MD Committee review a report analyzing publicly-available information and surveys prepared by our internal compensation group and reviewed by Pearl Meyer. The report compares the compensation of each executive officer, other than our CEO, to data available for comparable positions at companies in our peer group and, in certain circumstances, the broader market, by compensation element (please see “External Market Competitiveness and Peer Group” below for further details). Our C&MD Committee considers all of the information presented, discusses the recommendations with our CEO and with Pearl Meyer and applies its judgment to determine the elements of compensation and target compensation levels for each executive officer other than the CEO.

Our CEO also provides a self-assessment of his achievements for the prior year. Our C&MD Committee reviews and considers this in analyzing the CEO’s performance, and in recommending the compensation of our CEO for approval by our Board of Directors. Our CEO does not participate in any deliberations regarding his own compensation.

Executive Compensation Philosophy and Objectives

Our executive compensation programs are designed to drive the creation of long-term stockholder value by delivering performance-based compensation that is competitive with our peer group in order to attract and retain extraordinary leaders who can perform at high levels and succeed in a demanding business environment. We aim to achieve this by designing programs that are:

•

Mission Focused and Business Driven. Our executive compensation programs support the relentless pursuit of

delivering meaningful and innovative therapies to patients by providing our executives with incentives to achieve the near- and long-term objectives of our business. Substantially all of our incentive compensation programs for our executives are tied directly, and meaningfully, to Company performance. Our objective is to emphasize the importance of achieving short-term goals while building and sustaining a foundation for long-term success.

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Competitively Advantageous. We benchmark our executive compensation programs against a peer group of biotechnology and pharmaceutical companies that we believe are representative of the companies we primarily compete with for talent, that are similar to us in business scope and size, including revenue and market capitalization, business focus and geographic scope of operations. We also review broader market data, as further described below, to provide additional context for compensation decisions. Peer group and market practices are among the many factors we take into account in developing executive compensation programs that we believe are most effective, and which enable us to recruit, retain and motivate our leadership team to achieve their best for Biogen and our stockholders.

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Performance Differentiated. We believe strongly in pay-for-performance and endeavor to significantly differentiate rewards by delivering the highest rewards to our best performers that exceed our expectations and lesser rewards to those who meet or do not meet our performance expectations.

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Ownership Aligned. At Biogen, we believe every employee contributes to the success of the Company and, as such, every employee has a vested interest in the Company’s success. To reinforce this alignment with our stockholders, we strongly encourage stock ownership through our equity-based compensation programs. For members of our executive team, including our NEOs, who set and lead the future strategic direction of our Company, we ensure that a significant portion of their total pay opportunities are equity-based to maintain alignment between the interests of our executive officers and our stockholders.

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Flexible. We are committed to providing flexible benefits designed to allow our diverse global workforce to have reward opportunities that meet their varied needs so that they are inspired to perform their very best on behalf of patients and stockholders each day.


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Executive Compensation Matters (continued)

External Market Competitiveness and Peer Group

We consider market practices and trends when determining executive compensation levels and compensation program designs at Biogen. We do not target a specific market percentile or simply replicate the market practice. Instead, we review external market practices as a reference point to assist us in providing programs designed to attract, retain and inspire extraordinary talent. Our C&MD Committee also uses a peer group and other market data to provide context for its executive compensation decision-making. Each year Pearl Meyer reviews the external market data and evaluates the composition of our peer group for appropriateness.

Our C&MD Committee reviews the information provided from internal sources as well as the information provided by Pearl Meyer to select our peer group based on comparable companies that approximate (1) our scope of business, including revenue and market capitalization, (2) our global geographical reach, (3) our research-based business with multiple marketed products and (4) a comparable pool of talent for which we compete.

The peer group used for our 2020 compensation decisions consisted of the biotechnology and pharmaceutical companies listed below, as we compete with companies in both of these sectors for executive talent.

Biotechnology Peers

Alexion Pharmaceuticals, Inc.

Amgen Inc.

Gilead Sciences Inc.

Regeneron Pharmaceuticals, Inc.

Vertex Pharmaceuticals Incorporated

Pharmaceutical Peers

AbbVie Inc.

Allergan plc

Bristol-Myers Squibb Company

Eli Lilly and Company

Merck & Co, Inc.

Mylan N.V.

Bausch Health Companies

For each of the companies in our peer group, when available, we analyze the company’s Compensation Discussion and Analysis and other data publicly filed during the prior year to identify the executives at such companies whose positions are comparable to those held by our executive officers. We then compile and analyze the data for each comparable position. Our competitive analysis includes the structure and design of the executive compensation programs as well as the targeted value of the compensation under these programs.

For our executive officers other than our CEO, we may supplement the data from our peer group with published compensation surveys. For 2020, consistent with past years, we used the Willis Towers Watson Pharmaceutical and Health Sciences Executive Compensation survey (which we refer to as the Willis Towers Watson survey). We chose the Willis Towers Watson survey because of the number of companies in our peer group that participate in it, the number of positions reported by the survey that continue to be comparable to our executive positions and the high standards under which we understand the survey is conducted (including data collection and analysis methodologies). All of the companies in our peer group are represented in a special cross-section of the Willis Towers Watson survey focused on our peer group other than Allergan plc, Regeneron Pharmaceuticals, Inc. and Vertex Pharmaceuticals Incorporated, none of which participated in the survey.


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Executive Compensation Matters (continued)

Compensation Elements

Our C&MD Committee determines the elements of compensation we provide to our executive officers. The elements of our executive compensation programs and their objectives are as follows:



Element		Objective(s)
Base Salary	•	Provides a fixed level of compensation that is competitive with the external market and reflects each executive’s contributions, experience, skills, responsibilities and potential to contribute to our future success.
Annual Bonus Plan	•	Aligns short-term compensation with the annual goals of the Company.
Annual Bonus Plan	•	Motivates and rewards the achievement of annual Company and individual performance goals that support short- and long-term value creation.
Long-term Incentives	•	Aligns executives’ interests with the long-term interests of our stockholders by linking the value of awards to increases in our stock price.
	•	Motivates and rewards the achievement of stock price growth and pre-established Company performance goals, including those with a longer-term focus.
	•	Promotes executive retention and stock ownership and focuses executives on enhancing long-term stockholder value.
Benefits	•	Promotes health and wellness.
	•	Provides financial protection in the event of disability or death.
	•	Provides tax-beneficial ways for executives to save towards their retirement and encourages savings through competitive employer matches to executives’ retirement savings.

Compensation Mix

Our C&MD Committee determines the general mix of the elements of our executive compensation programs. It does not target a specific mix of value for the compensation elements within these programs in either the program design or pay decisions. Rather, our C&MD Committee reviews the mix of compensation elements to ensure an appropriate level of performance-based compensation is apportioned to the short-term and even more to the long-term to ensure alignment with our business goals, performance and stockholder interests.

Additionally, our C&MD Committee believes the greater the leadership responsibilities, the greater the potential impact an individual will have on Biogen’s future strategic direction. Therefore, for our executive officers, including our NEOs, a greater portion of their compensation is performance-based, with a particular emphasis on LTI.

The 2020 compensation mix for Mr. Vounatsos and our other NEOs was highly performance-based and at-risk; 91% of 2020 compensation was performance-based for Mr. Vounatsos and 85% of 2020 compensation was performance-based for our other currently-employed NEOs (other than Mr. Vounatsos), assuming target level achievement of applicable Company and individual performance goals and with LTI awards measured at target grant date values, and excluding the one-time sign-on bonus paid to Mr. McDonnell in connection with his hire.

Performance Goals and Target Setting Process

Early each year, our C&MD Committee reviews and establishes the pay levels of each element of total compensation for our executive officers. Total compensation is comprised of base salary, annual bonus and LTI awards.

As part of this process, our C&MD Committee reviews the mix of compensation elements to ensure our performance-based compensation is appropriately apportioned and aligns with our business goals and performance and the annual business plan approved by our Board of Directors. In addition, the total compensation opportunity and mix of compensation elements for our executive officers are evaluated based on qualitative factors, such as individual, strategic and leadership achievements. Our CM&D Committee is aware of the risks associated with incentive compensation in general and specific factors, such as drug pricing, in particular, that may contribute to the achievement of particular performance goals. Our CM&D Committee considers these risks carefully when determining compensation and believes that the use and weighting of multiple metrics and the use of quantitative and qualitative metrics can mitigate these risks and create appropriate incentives to focus on achievement of the Company’s overall performance goals.


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Executive Compensation Matters (continued)

A summary of the process our C&MD Committee follows in setting compensation is described below:

Target Setting

LOGO

Monitoring & Tracking

• Our C&MD Committee closely monitors progress against the performance goals throughout the year based on reports and analysis on progress towards milestones and other success measures, and engages in dialogue with management on the level of progress.

Results & Awards:
C&MD Committee Actions

• Reviews and discusses the performance of our executive officers against their respective performance goals.

• Reviews and discusses the Company, team and individual performance of each executive officer, other than our CEO, as assessed by our CEO.

• Reviews and discusses our CEO’s recommended compensation levels for each executive officer, other than himself, in the context of such executive officer’s contributions to the Company and the other factors described above.

• Approves the final compensation for each executive officer other than our CEO, including base salary, annual bonus and LTI awards.

• Reviews CEO compensation and recommends the compensation of our CEO, including base salary, annual bonus and LTI awards, to our Board of Directors for approval.

• Our C&MD Committee and our CEO discuss potential goals for the upcoming year that are tied to the short- and longer-term strategic goals of the Company as well as individual goals for our executive officers.

• The annual business plan for the year is approved by our Board of Directors. As part of the approval process, our Board considers many factors relevant to our business, reputation and strategy, including pipeline and business development, pricing and patient access, market expectations and intellectual property risk.

• Our C&MD Committee ensures that the performance goals and targets under our compensation plans are aligned with the approved annual business plan.

• Payout levels for each performance goal are established by management and approved by our C&MD Committee.

• The performance goals are then applied to the compensation opportunities for our executive officers, including NEOs, so that there is full alignment of executive incentive goals with the goals that have been established for the year.

• Our C&MD Committee also reviews base salaries, bonus and LTI planning ranges, plan designs, benefits and peer group and other broader market data.


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Executive Compensation Matters (continued)

2020 Hiring- and Transition-Related Compensation Decisions

Arrangements with Mr. McDonnell

We appointed Mr. McDonnell as our Executive Vice President and Chief Financial Officer, effective as of August 15, 2020.

In determining the annual and long-term compensation for Mr. McDonnell, our C&MD Committee followed the same process as it did when setting compensation for our other NEOs as described in this CD&A and also took into consideration the value of compensation that Mr. McDonnell would have been eligible to earn had he remained employed by his prior employer. After considering the compensation opportunities that Mr. McDonnell would be required to forfeit in order to join us, and in order to incentivize him to do so, our C&MD Committee granted Mr. McDonnell a one-time cash sign-on bonus of $1.0 million. Our C&MD Committee also approved an annual base salary for Mr. McDonnell of $850,000 and a target bonus of 75% of his annual base salary under our annual bonus plan, in each case, prorated for 2020.

Mr. McDonnell’s one-time cash sign-on bonus is subject to repayment to the Company in the event Mr. McDonnell voluntarily terminates his employment or his employment is terminated by us for cause (as defined in our 2017 Omnibus Equity Plan) or for misconduct or poor performance, as determined by us in good faith, as follows: 100% of his cash sign-on bonus is subject to repayment if such termination occurs within the first year of his employment, 70% of his cash sign-on bonus is subject to repayment if such termination occurs within the second year of his employment and 35% of his cash sign-on bonus is subject to repayment if such termination occurs within the third year of his employment, in each case, net of applicable tax withholdings.

In connection with Mr. McDonnell’s appointment, our C&MD Committee also granted him a LTI award in September 2020, which consisted of RSUs and MSUs with an aggregate grant date target value of $4.5 million. The terms of the RSUs and MSUs awards granted to Mr. McDonnell are described below under the heading “Long-Term Incentives.”

Arrangements with Mr. Capello

Mr. Capello ceased to be our Executive Vice President and Chief Financial Officer on August 15, 2020, and separated from the Company on September 15, 2020. We provided him the severance benefits required under our executive severance policy for Executive Vice Presidents, which con-

sisted of a lump sum payment of $1,892,625 (16 months of base salary and target bonus) and continuation of certain subsidized medical, dental and vision benefits until the earlier of (1) December 31, 2021, or (2) the date on which he becomes eligible to receive benefits through another employer. In addition, in recognition of Mr. Capello’s contributions to the Company and to facilitate a successful transition to Mr. McDonnell, our CM&D Committee waived the requirement that Mr. Capello repay 35% of his cash sign-on bonus and approved an additional cash payment to him of $2.6 million.

2020 Base Salary

For 2020 our Board of Directors reviewed the base salaries of chief executive officers in our peer group and considered Mr. Vounatsos’ compensation mix, capabilities, performance, future expected contributions and positioning relative to the peer group. Mr. Vounatsos’ annual base salary was increased to $1.5 million, which positioned him below the market median when compared to the chief executive officers of our peer group.

Our C&MD Committee undertook a similar review when approving the annual base salaries for our other NEOs, which positioned them, on average, below the market median compared to persons with comparable jobs within our peer group.

The annual base salary of each of our NEOs in 2020, compared to 2019, is as follows:


Name	2020 Salary		2019 Salary		% Increase⁽¹⁾
M. Vounatsos	$	1,500,000	$	1,400,000	7.1%
M. McDonnell⁽²⁾	$	850,000		n/a	n/a
A. Sandrock	$	901,680	$	803,136	12.3%
S. Alexander	$	814,168	$	775,398	5.0%
C. Guindo	$	567,100	$	530,000	7.0%
J. Capello	$	811,125	$	787,500	3.0%

(1)	Percentage increase reflects the annual merit increase and, in the case of Dr. Sandrock, also includes a market adjustment.

(2)	Mr. McDonnell was hired in 2020. The initial determination of his base salary took into account the Company’s peer group data.

2020 Performance-Based Plans and Goal Setting

Our executive compensation programs place a heavy emphasis on performance-based compensation.

We maintain a short-term incentive plan, known as our annual bonus plan, as well as a LTI plan.


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