SEC Filing | Biogen

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.

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DEF 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 ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	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)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

NOTICE OF

2023 Annual Meeting of

Stockholders and Proxy Statement

Wednesday, June 14, 2023

9:00 a.m. Eastern Time

To be held online at

www.virtualshareholdermeeting.com/BIIB2023

LOGO



		Letter from our Chair

April 28, 2023

To My Fellow Stockholders:

Over the last nine years as Chair, I have seen extraordinary changes at both Biogen and in our industry. As I reflect on my final letter to you in this role, I take pride both in where we have been as a company, and where we are headed as we implement new strategies to return Biogen to sustainable growth. My pride is rooted in our commitment to pioneering therapies for hard-to-treat diseases. As you will read in this report, we continued to make strong progress on that mission in 2022. My optimism is based on our pipeline of new medicines to meet critical unmet needs, and our intense focus on strengthening our discipline on costs and focusing on achieving meaningful returns on all our investments. I would be remiss if I were not to share with you my disappointment with the many challenges we have faced in trying to launch Aduhelm.

In 2022, we advanced several significant potential growth drivers, including two therapies that were granted Priority Review by the U.S. Food and Drug Administration (FDA) – LEQEMBI, which received accelerated approval in January 2023 and is being co-developed with our partner Eisai Co., Ltd. (Eisai), and zuranolone, which is being co-developed with our collaboration partner Sage Therapeutics, Inc. (Sage). Each are examples of our ability to advance innovative medicines with the potential to achieve significant results for patients in areas of high unmet need.

LEQEMBI is only the second approved Alzheimer’s disease therapy to target a pathological hallmark of the disease in the last 40 years and potentially the first anti-amyloid antibody to receive traditional approval. Zuranolone, if approved, would provide an important new, rapid-acting option for the potential treatment of major depressive disorder (MDD) and postpartum depression (PPD). These are the kind of breakthroughs that Biogen is capable of achieving and has done so repeatedly in the past.

At the same time, we remained committed to our multiple sclerosis business and bringing these important medicines to patients globally. We also continued to advance SPINRAZA, the first treatment for spinal muscular atrophy (SMA) launched in 2016, which is now approved in 69 countries and has improved the lives of thousands of patients. Finally, in April 2023 QALSODY was approved as a therapy to treat amyotrophic lateral sclerosis (ALS) in patients who possess the superoxide dismutase 1 (SOD1) mutation and this represents the first treatment to target a genetic cause of this devastating disease.

At the same time, as a purpose-driven company, we believe serving humanity through science has never mattered more. For Biogen, that includes bolstering our commitment to health equity and caring deeply about making a positive difference for patients, our employees, the environment and the communities where we live and work. Our approach to environmental sustainability, social responsibility and corporate governance, or ESG, begins with our mission to serve patients and is supported by our long-standing focus on using resources responsibly to support the sustainability of our business. Through patient assistance programs, expanded access to investigational therapies and other initiatives, we have developed patient programs to assist eligible patients around the world to obtain the medicines they need. We increased our focus on diversity, inclusion and belonging, including by working to improve the diversity and representation of racial and ethnic minority populations in clinical trial research.

Finally, our company and Board continue to be guided by the perspectives of our stockholders as expressed through our engagement with them throughout the year and at our Annual Meeting. Consistent with prior years’ practices, since our 2022 Annual Meeting, we have engaged in governance-focused outreach with stockholders holding approximately 64% of our outstanding stock. Feedback received during the course of these activities informs Board decisions. I know our commitment to continuing this valuable dialogue with our investors will not change.

On behalf of our Board, I thank you for your participation and investment in Biogen. I could not be more confident about the future under the leadership of Christopher Viehbacher, a proven biotech executive and great leader as our new President and Chief Executive Officer and Caroline Dorsa, a seasoned veteran of the industry and our board, who will assume the position of Chair after the Annual Meeting.

Very truly yours,

LOGO

STELIOS PAPADOPOULOS, Ph.D.

Chair of the Board

On behalf of the Board of Directors of Biogen Inc.

LOGO



		Notice of 2023 Annual Meeting of Stockholders

Date:

Wednesday, June 14, 2023

Time:

9:00 a.m. Eastern Time

Place:

Online only at www.virtualshareholdermeeting.com/BIIB2023

Record Date:

April 20, 2023. 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 10 nominees identified in the accompanying Proxy Statement to our Board of Directors to serve for a one-year term extending until our 2024 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, 2023.

To hold an advisory vote on executive compensation.

To hold an advisory vote on the frequency of the advisory vote on executive compensation.

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/BIIB2023. You will need the 16-digit control number (Control Number) included on your Notice of Internet Availability of Proxy Materials (Notice) 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 with the Control Number.

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 14, 2023:

The Notice of 2023 Annual Meeting of Stockholders, Proxy Statement and 2022 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 28, 2023

This Notice and Proxy Statement are first being sent to stockholders on or about April 28, 2023.

Our 2022 Annual Report on Form 10-K is being sent with this Notice and Proxy Statement.

Proxy Statement Summary

Table of Contents


Proxy Statement Summary		ii
Proposal 1 – Election of Directors		1
Corporate Governance		8
Committees and Meetings		8
Stockholder Engagement		9
Corporate Governance Practices		10
Director Independence		10
Director Qualifications, Standards and Diversity		11
Continuous Board Refreshment		13
Regular Board and Committee Evaluations		14
Director Compensation		15
Non-Employee Director Stock Ownership Guidelines		16
Board Risk Oversight		18
Compensation Risk Assessment		19
Stock Ownership		21
Proposal 2 – Ratification of the Selection of Our Independent Registered Public Accounting Firm		23
Audit Committee Report		24
Audit and Other Fees		25
Policy on Pre-Approval of Audit and Non-Audit Services		25
Proposal 3 – Advisory Vote on Executive Compensation		26
Compensation Discussion and Analysis		27
Our Named Executive Officers		28
2022 Advisory Vote on Executive Compensation and Stockholder Engagement		28
Chief Executive Officer Transition		31
Roles and Responsibilities		37
Executive Compensation Philosophy and Objectives		37
External Market Competitiveness and Peer Group		38
Compensation Elements		39
Compensation Mix		39


Performance Goals and Target Setting Process		40
2022 Base Salary		42
2022 Performance-Based Plans and Goal Setting		42
Long-Term Incentives		47
Retirement Plans		53
Other Benefits		53
Post-Termination Compensation and Benefits		54
Stock Ownership Guidelines		54
Recoupment of Compensation		54
Insider Trading, Hedging and Pledging Policy Prohibitions		54
Tax-Deductibility of Compensation		55
Compensation Committee Report		55
Executive Compensation Tables		56
Summary Compensation Table		56
2022 Grants of Plan-Based Awards		58
Outstanding Equity Awards at 2022 Fiscal Year-End		60
2022 Option Exercises and Stock Vested		61
2022 Non-Qualified Deferred Compensation		62
Potential Payments Upon Termination or Change in Control		63
CEO Pay Ratio		67
Pay for Performance		69
Proposal 4 – Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation		73
Information About the Meeting		74
Additional Information		80
Our Values		80
Stockholder Rights		88
Other Stockholder Communications		88
Incorporation by Reference		88
Copies of Annual Meeting Materials		89
Manner and Cost of Proxy Solicitation		89
Appendix A – GAAP to non-GAAP reconciliation		A-1


						2023 Proxy Statement		-i-

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 14, 2023
TIME:		9:00 a.m. Eastern Time
LOCATION:		Online only at www.virtualshareholdermeeting.com/BIIB2023 You will not be able to attend the annual meeting in person.
RECORD DATE:		April 20, 2023



		Voting Matters and Vote Recommendation


Matter Management Proposals:	Our Board Recommendation	Page Number for more detail
Item 1—Election of Directors	FOR each nominee	1
Item 2—Ratification of the Selection of our Independent Registered Public Accounting Firm	FOR	24
Item 3—Advisory Vote on Executive Compensation	FOR	26
Item 4—Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation.	ONE YEAR	73



		How to Vote

LOGO


						2023 Proxy Statement -ii-

Proxy Statement Summary

Proposal 1 — Election of Directors

You are being asked to vote on the election of the following 10 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 1.



		Composition of the Board and Corporate Governance Highlights

LOGO



		Nominees to the Board

Committee Memberships*

Name

Age*

Independent

Audit
Committee

Compensation and
Management
Development

Corporate Governance
Committee

Other
Public
Boards

Alexander J. Denner, Ph.D.

✓

Caroline D. Dorsa**

✓

3***

Maria C. Freire, Ph.D.

✓

William A. Hawkins

✓

William D. Jones

✓

—

Jesus B. Mantas

✓

—

Richard C. Mulligan, Ph.D.

✓

Eric K. Rowinsky, M.D.

✓

Stephen A. Sherwin, M.D.

✓

Christopher A. Viehbacher

1****

* Age and Committee memberships are as of April 20, 2023.

** Dr. Papadopoulos is not standing for reelection at the 2023 Annual Meeting. Effective immediately after the 2023 Annual Meeting, Ms. Dorsa will become Chair of the Board.

*** Ms. Dorsa resigned from the Board of Directors of Intellia Therapeutics, Inc. The resignation will be effective on June 15, 2023.

**** Mr. Viehbacher is not standing for reelection for the Board of Directors of Puretech plc and will depart the Puretech plc Board on June 13, 2023.

“C” indicates Chair of the committee.

“M” indicates member of the committee.


						2023 Proxy Statement -iii-

Proxy Statement Summary

We Have Implemented Corporate Governance Best Practices

We continuously monitor developments and best practices in corporate governance and consider stockholder feedback when enhancing our governance structures. Below are highlights of our key governance practices.


Effective Board Leadership and Independent Oversight		✓ Highly Independent Board – 9 of our 10 Director Nominees (page 10) ✓ Independent Chair of the Board (page 10) ✓ All Committees Consist of Independent Directors (page 10) ✓ Regular Executive Sessions of Independent Directors and Access to Management (page 8) ✓ Continuous Refreshment Practices (pages 11 and 13) – 4 New Directors Since 2019 (including 3 racially/ethnically diverse directors and 1 female director) – Currently the board has 3 racially/ethnically diverse directors and 2 female directors – Average Board Tenure of Approximately 8 Years for Our Director Nominees ✓ Annual Anonymous Board and Committee Evaluation Process (pages 9 and 14) ✓ Annual Independent Director Evaluation of CEO (page 37) ✓ Enterprise Risk Management Program and Annual Compensation Risk Analysis – Overseen by Board and Compensation and Management Development Committee (CMDC), respectively (pages 18 and 19)
Focus on Stockholder Rights		✓ Single Class of Shares – One Share Equals One Vote (page 88) ✓ Proxy Access – Proxy Access Bylaw (3% ownership, 3 years, nominees for up to 25% of our Board) (pages 87 and 88) ✓ Annual Election of All Directors (page 1) ✓ Majority Voting Standard for Director Elections (pages 11 and 78)
History of Transparency and Accountability		✓ Regular Engagement With Stockholders to Seek Feedback (pages 9 and 28) ✓ Board oversight of Environmental, Sustainability and Governance Matters (page 8) ✓ Significant Stock Ownership Requirements for Officers and Directors (pages 16 and 54) ✓ Compensation Recoupment in Equity and Annual Bonus Plan (page 54) ✓ Comprehensive Code of Business Conduct and Corporate Governance Principles (page 85) ✓ Related Person Transaction Policy and Conflicts of Interest and Outside Activities Policy (page 85)

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF

THE 10 NAMED NOMINEES.


						2023 Proxy Statement -iv-

Proxy Statement Summary



		Our Auditors

Proposal 2 – Ratification of Independent Registered Public Accounting Firm

You are being asked to vote to ratify the selection of PricewaterhouseCoopers LLP (PwC) as our independent registered public accounting firm for the fiscal year ending December 31, 2023. Detailed information about this proposal can be found beginning on page 23.

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, 2023.



		Executive Compensation Matters

Proposal 3 – Advisory Vote on Executive Compensation

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.

2022 Operating Performance Highlights

•

Full year total revenue of $10.2 billion.

•

The FDA granted accelerated approval of LEQEMBI, the second Alzheimer’s disease treatment co-developed with Eisai to address a defining pathology of the disease by reducing amyloid beta plaques in the brain. In January 2023, we and Eisai announced the completed submission of a supplemental Biologics License Application (BLA) to the FDA for traditional approval of LEQEMBI, which was granted Priority Review by the FDA with a Prescription Drug User Fee Act (PDUFA) action date of July 6, 2023.

•

Named to the Dow Jones Sustainability World Index for the tenth year in a row, receiving the Gold-Class distinction. Named in the top 5% of companies worldwide by JUST Capital.

Executed key clinical studies and advanced pipeline:

•

In December 2022, we and Sage completed the rolling submission of a New Drug Application (NDA) to the FDA for the approval of zuranolone for the potential treatment of MDD and PPD. This submission completes the NDA filing initiated earlier in 2022. The application was granted Priority Review by the FDA with a PDUFA action date of August 5, 2023.

•

In October 2022 the first patient was dosed in the Phase 2/3 AMETHYST study of litifilimab, evaluating the efficacy and safety of litifilimab compared to placebo in patients with cutaneous lupus erythematosus (CLE).

We accomplished these objectives while maintaining a strategic and disciplined approach to capital allocation, aligning our cost base with revenue, and advancing our environmental sustainability, social responsibility, and corporate governance goals.


						2023 Proxy Statement -v-

Proxy Statement Summary

NEO Compensation is Dependent on Our Performance

A significant amount of each Named Executive Officer’s, or NEOs, compensation is at-risk and dependent on our performance and execution of our priorities.

95% of our CEO’s and 84% of our other currently employed NEOs’ (other than our CEO) 2022 target compensation was at-risk.

LOGO

Reflects annual salary, target bonus and target grant value of the 2022 sign-on LTI awards for Mr. Viehbacher, pursuant to his employment agreement.

Does not include Chirfi Guindo, our former Head of Global Product Strategy & Commercialization, who ceased to be employed by the Company in June 2022.

2022 Annual and Long-Term Award Reflect Performance Against Pre-Established Goals and Measures



Company Goals	Weight			Results			Company Multiplier
FINANCIAL PERFORMANCE
Revenue Threshold $9,509M Target $10,009M Max $10,409M		33	%	$	10,326M	⁽¹⁾		139.6	%
Non-GAAP diluted EPS Threshold $13.75 Target $16.00 Max $17.55		33	%		17.74	⁽¹⁾		150.0	%
ALZHEIMER’S DISEASE LEADERSHIP
Execute on Critical Alzheimer’s Disease Initiatives • Achievement of Lecanemab Accelerated Approval		10	%		At Goal	⁽²⁾		100.0	%
PIPELINE DEVELOPMENT
Build and Advance Total Pipeline • Initial major market filings • Pivotal Study initiations • Research to Development transitions • Other asset advancements		19	%		Above Goal	⁽³⁾		110.0	%
ENVIRONMENTAL, SOCIAL, GOVERNANCE

Execute on Critical ESG Strategy to Drive our Healthy Climates, Healthy Lives and DE&I Initiatives • Clinical trial recruitment strategy • Environmental initiatives • Enterprise-wide DE&I and employee engagement advancements		5	%		Above Goal⁽⁴⁾			125.0	%
Company Multiplier								132.7	%*
Overall Annual Bonus Plan Multiplier - Rounded to the Nearest Whole Percent								133.0	%

*	Numbers may not recalculate due to rounding.


						2023 Proxy Statement -vi-

Proxy Statement Summary

Notes to 2022 Annual Bonus Plan Company Performance Targets and Results Table

(1)

These financial measures were based on our publicly reported revenue of $10.2 billion and our publicly announced Non-GAAP diluted EPS of $17.67, as adjusted as follows: for purposes of our 2022 annual bonus plan, revenue was adjusted to neutralize the effects of foreign exchange rate fluctuations. Non-GAAP diluted EPS was further adjusted to add $0.07 related to share repurchases in 2022 under our 2020 Share Repurchase Program, this adjustment was made to account for lower than forecasted share purchases during 2022.

(2)	Our Alzheimer’s disease leadership target was achieved. Part of these goals included the accelerated approval of LEQEMBI and other activities critical to the success of our Alzheimer’s Disease business.

(3)

The Company continued to expand and re-shape its pipeline of pre-clinical and clinical stage programs through the advancement of internal programs, external business development. In addition, the Company exceeded its goals with regards to our pipeline (included in these goals were objectives relating to zuranolone and QALSODY).

(4)

We exceeded our key Environmental, Social and Governance (ESG) goals. The Company met goals measuring health equity and access by recruiting diverse and representative clinical trial participants and executing country specific DE&I strategies to support recruitment in clinical trials. We exceeded goals focused on reducing the environmental impact of our operations.

We have Implemented Compensation Best Practices

We also believe the Company’s practices and policies promote sound compensation governance and are in the best interests of our stockholders:



What We Do		What We Do Not Do
✓ Payments under our annual bonus and Long Term Incentive (LTI) plan are performance-based and capped. ✓ An independent compensation consultant assists the CMDC in evaluating and setting executive and non-employee director compensation. ✓ Maintain stock ownership guidelines for all NEOs and directors. ✓ LTI awards are at-risk and subject to multi-year vesting periods that are designed to reward long-term performance. ✓ 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. ✓ Conduct annual risk assessments of our compensation programs. ✓ Double-trigger equity acceleration in a change-in-control. ✓ Clawback policy applicable to all NEOs.		Ø 280G tax gross-up payments. Ø Allow hedging or pledging of the Company’s equity securities. Ø Offer additional special perquisites to our executive officers that are not offered to our broad employee base or senior management populations. Ø Encourage unnecessary and excessive risk taking. Ø Excessive perks.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.


						2023 Proxy Statement -vii-

Proxy Statement Summary



		Other Management Proposal

Proposal 4. Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation

In this Proposal 4 you are being asked to cast a non-binding, advisory vote on how frequently we should have say-on-pay votes in the future. You can vote to hold say-on-pay votes every one, two, or three years, or you can abstain from voting. Our Board of Directors believes that say-on-pay votes should be held annually to facilitate the highest level of accountability to, and communication with, our stockholders. Further information about this proposal can be found on page 73.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ONE-YEAR OPTION AS THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION.


						2023 Proxy Statement -viii-

Proxy Statement Summary



		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 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

ADUHELM^®, RITUXAN^®, SPINRAZA^®, TECFIDERA^®, and VUMERITY^® are registered trademarks of Biogen. Healthy Climate, Healthy Lives^™ and QALSODY^™, a trademark of Biogen. LEQEMBI^™ and LUNSUMIO^™ and other trademarks referenced in this Proxy Statement are the property of their respective owners.


						2023 Proxy Statement -ix-

Item 1 — Election of Directors

Proposal 1 – Election of Directors

We are asking our stockholders to elect the 10 director nominees listed below to serve a one-year term extending until our 2024 annual meeting of stockholders and until their successors are duly elected and qualified, unless they resign or are removed:


Alexander J. Denner	William A. Hawkins	Eric K. Rowinsky
Caroline D. Dorsa	William D. Jones	Stephen A. Sherwin
Maria C. Freire	Jesus B. Mantas	Christopher A. Viehbacher
	Richard C. Mulligan

Our Board of Directors has nominated these 10 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. All nominees have consented to be named in this Proxy Statement and to serve if elected.

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) and (2) discloses that such nominees have consented to being named in the revised proxy statement and to serve if elected. As previously disclosed, Dr. Papadopoulos is not standing for reelection at the Annual Meeting. Ms. Dorsa will succeed Dr. Papadopoulos as Chair of the Board of Directors immediately following our 2023 Annual Meeting.

Director Skills and Qualifications

The Corporate Governance Committee believes that the 10 director nominees collectively have the skills, experience, diversity and character to execute the Board of Directors’ 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 Experience

✓

Diversity

✓

Other Public Company Board Service

✓

Cybersecurity Experience

✓


						2023 Proxy Statement		-1-

Item 1 — Election of Directors

The lack of a “✓” for a particular item does not mean that the director does not possess that qualification, characteristic, expertise or experience. Each of our Board members has experience and/or skills in the enumerated areas, however the ✓ indicates that a director has a particular strength in that area.

In compliance with NASDAQ’s Board Diversity Rule, the table below provides certain highlights of the composition of our Board members and nominees in 2022 and 2023.



Board Diversity Matrix (April 21, 2022)

Total Number of Directors	13

	Female	Male	Non-Binary	Did Not Disclose Gender

Part I: Gender Identity

Directors	3	10	0	0

Part II: Demographic Background

African American or Black	0	1	0	0

Alaskan Native or Native American	0	0	0	0

Asian	0	0	0	0

Hispanic or Latinx	1	1	0	0

Native Hawaiian or Pacific Islander	0	0	0	0

White	1	8	0	0

Two or More Races or Ethnicities	0	0	0	0

LGBTQ+	0

Did Not Disclose Demographic Background	1

Board Diversity Matrix (April 20, 2023)

Total Number of Directors

Attributes, Experience and Skills

LOGO

Part 1: Gender Identity

Female

✓

Male

✓

Non-Binary

Did Not Disclose Gender

Part II: Demographic Background

African American or Black

✓

Alaskan Native or Native American

Asian

Hispanic or Latinx

✓

Native Hawaiian or Pacific Islander

White

✓

Two or More Races or Ethnicities

LGBTQ+

Did Not Disclose Demographic Background

✓


						2023 Proxy Statement		-2-

Item 1 — Election of Directors

Our Nominees for Director

(Information is as of April 28, 2023)

Alexander J. Denner, Ph.D.

LOGO

Director Since: 2009

Age: 53

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.

Qualifications

Dr. Denner has significant experience overseeing the operations and research and development functions 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.

Former Public Company Directorships Held in the Past Five Years

– Ariad Pharmaceuticals, Inc. (Chair)

– Bioverativ Inc.

– Sarissa Capital Acquisition Corp. (Chair)

– The Medicines Company (Chair)

Caroline D. Dorsa

LOGO

Director Since: 2010

Independent Chair: after 2023 Annual Meeting

Age: 63

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.

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

– Duke Energy

– Illumina, Inc.

– Intellia Therapeutics, Inc. (resigned from the Board of Directors of Intellia Therapeutics, Inc. effective June 15, 2023.)

Former Public Company Directorships Held in the Past Five Years

– Goldman Sachs Investment Funds


						2023 Proxy Statement		-3-

Item 1 — Election of Directors

Maria C. Freire, Ph.D.

LOGO

Director Since: 2021

Age: 68

Biogen Board Committee:

– Compensation and Management Development

Experience

From November 2012 to September 2021, Dr. Freire 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. 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 also serves on the Board of Koneksa Health, a private company that develops, tests and validates digital biomarkers for clinical trials. 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: 69

Biogen Board Committee:

– Compensation and Management Development

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 on the boards of Virtue Labs, Cereius, Enterra, Cirtec Medical Corp., Baebies, Inc. and Immucor, all of which are life science 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

– Bioventus Inc. (Chairman)

– MiMedx Group, Inc.

Former Public Company Directorships Held in the Past Five Years

– Avanos Medical, Inc.

– Thoratec Corporation


						2023 Proxy Statement		-4-

Item 1 — Election of Directors

William D. Jones

LOGO

Director Since: 2021

Age: 67

Biogen Board Committee:

– Compensation and Management Development (Chair)

Experience

William Jones is the Managing Member of CityLink LLC, an investment and consulting firm. He is the former President/CEO of CityLink Investment Corporation, a commercial real estate company he formed in 1994 that earned national acclaim for developing complex private and public urban projects. He served as President/CEO of City Scene Management Company from 2001 through 2018. Prior to that, Mr. Jones served as Investment Manager of certain Prudential real estate subsidiaries and as General Manager/Senior Asset Manager overseeing more than 2 million square feet of office, retail, industrial and multi-family properties in three states. Earlier in his career, he served in San Diego city government as a City Council Member, Deputy Mayor and Chief of Staff to City Council Member Leon Williams. Mr. Jones is an independent director and board chair of certain funds managed by the Capital Group with net assets of approximately $600 billion and former chairman of the Audit and Nominating/Governance committees. Mr. Jones is an independent director of Global Infrastructure Solutions Inc., a private global engineering and construction services company and chairs its Compensation and Organization Committee and is its Lead Valuation Director. He is a trustee of the UC San Diego Foundation Board and a member of its Investment Committee and Real Estate Advisory Council. Mr. Jones is a National Association Corporate Director Board Leadership Fellow and is listed in the 2019 NACD Directorship 100. He was honored as one of the nation’s “Most Influential Black Corporate Directors” by Savoy Magazine in 2021.

Qualifications

Mr. Jones has extensive leadership experience in business, not-for profit boards and government, and 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

– None

Former Public Company Directorships Held in the Past Five Years

– Sempra Energy

Jesus B. Mantas

LOGO

Director Since: 2019

Age: 54

Biogen Board Committee:

– Corporate Governance, Audit

Experience

Mr. Mantas serves as the Global Managing Partner responsible for IBM Business Transformation Services unit of IBM, and he is also responsible for IBM Consulting Corporate Development. Mr. Mantas is a member of the IBM Executive Performance Team, IBM Executive Technology Team and IBM Chairman Acceleration Team and is the Emeritus Chair of the IBM Hispanic Diversity Council. He served in the Global AI Council of the World Economic Forum, serves on the board of HITEC, a non-profit organization focused on developing and advancing the careers of Hispanic executives in the Technology Industry and on the board of NACME (National Action Council for Minorities in Engineering). He is a limited partner to Benhamou Global Ventures Fund IV, an investment fund for early-stage companies focusing on digital transformation, and is an active investor in Hispanic-led early stage companies. From 2002 through 2016, Mr. Mantas led IBM’s Business Consulting unit, one of the largest consulting organizations 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


						2023 Proxy Statement		-5-

Item 1 — Election of Directors

Richard C. Mulligan, Ph.D.

LOGO

Director Since: 2009

Age: 68

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, a division of the research department of Sana Biotechnology, Inc. (Sana), a biotechnology company. 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. (Vice Chairman)

– Bausch Health Companies

Former Public Company Directorships Held in the Past Five Years

– None

Eric K. Rowinsky, M.D.

LOGO

Director Since: 2010

Age: 66

Biogen Board Committee:

– Corporate Governance

Experience

Dr. Rowinsky’s professional career has been focused on the development and registration of new therapeutics of all types. He has played an integral role and has led teams that have registered more than twelve novel therapies for patients with advanced cancers. He has been an independent consultant to the biopharmaceutical industry since 2010. Dr. Rowinsky has served as President of Inspirna, Inc., a privately-held life sciences company, since November 2015 and previously served as its Executive Chairman from December 2016 to September 2021. He has served as Chief Medical Officer of Hummingbird Biotherapeutics, a private life-science company focusing on discovery of novel targets and protein therapeutics for cancer and autoimmune diseases from January 2020 to March 2023. From June 2016 to June 2021, he served as the Chief Scientific Officer of Clearpath Development Inc., 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 rare diseases. 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 Inc, 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. From 1988 to 1996 he was an Associate Professor of Oncology at the Johns Hopkins School of Medicine. Dr. Rowinsky has also served on the Board of Scientific Counselors of the National Cancer Institute.

Qualifications

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

Other Current Public Company Boards

– Fortress Biotech Inc.

– Purple Biotech Ltd.

– Verastem, Inc.

Former Public Company Directorships Held in the Past Five Years

– BIND Therapeutics, Inc.


						2023 Proxy Statement		-6-

Item 1 — Election of Directors

Stephen A. Sherwin, M.D.

LOGO

Director Since: 2010

Age: 74

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 an advisory 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.

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.

– Bios Special Acquisition Corporation

Former Public Company Directorships Held in the Past Five Years

– Epiphany Technology Acquisition Corp.

– Aduro Biotech, Inc

Christopher A. Viehbacher

LOGO

Director Since: 2022

Age: 63

Biogen Board Committee:

– None

Experience

Mr. Viehbacher has served as our President and Chief Executive Officer and member of our Board of Directors since November 2022. Prior to joining Biogen, Mr. Viehbacher served as Managing Partner of Gurnet Point Capital, a Boston based investment fund, from 2015 to 2022. Prior to that, Mr. Viehbacher served as Global CEO of Sanofi S.A., from 2008 to 2014. Prior to joining Sanofi, Mr. Viehbacher spent over 20 years with GlaxoSmithKline in Germany, Canada, France and, latterly, the U.S. as President of its North American pharmaceutical division. Mr. Viehbacher began his career with PricewaterhouseCoopers LLP and qualified as a chartered accountant. He is also a trustee of Northeastern University and a member of the Board of Fellows at Stanford Medical School.

Qualifications

Mr. Viehbacher has extensive international experience in both large pharmaceutical companies and entrepreneurial biotech companies. Mr. Viehbacher brings a keen understanding of the complexities involved in running a multibillion-dollar global pharmaceutical business as well as an appreciation for the value of innovation.

Other Current Public Company Boards

– Pure Tech plc (Chair), not standing for reelection and departing the Pure Tech plc Board of Directors on June 13, 2023.

Former Public Company Directorships Held in the Past Five Years

– Axcella Health

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

DIRECTOR NOMINEE NAMED ABOVE.


						2023 Proxy Statement		-7-

Corporate Governance

Committees and Meetings

Our Board of Directors met 15 times in 2022. Our Board of Directors also has three standing committees. The principal functions of each committee, the committee composition as of December 31, 2022, and the number of meetings held in 2022 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	2022 Members	Meetings in 2022
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; • the adequacy of the Company’s IT and cybersecurity; 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) Jesus B. Mantas Stelios Papadopoulos†* Stephen A. Sherwin†	9
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.	William D. Jones (Chair) Maria C. Freire William A. Hawkins† Richard C. Mulligan	10
Corporate Governance	Assists our Board of Directors with oversight of corporate governance practices, including: • identifying qualified nominees to our Board of Directors and its committees; and • our lobbying priorities and activities, including associations with certain trade and/or legislative organizations.	Alexander J. Denner (Chair) Jesus B. Mantas Stelios Papadopoulos* Eric K. Rowinsky	4

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

*	Dr. Papadopoulos is not standing for reelection at the 2023 Annual Meeting. Ms. Dorsa will become Chair of the Board of Directors immediately after the 2023 Annual Meeting.

•

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 2022.

•

Executive Sessions. Under our Corporate Governance Principles, the independent directors of our 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 Chair or if requested by at least two other directors. In 2022 the independent directors of our Board of Directors met without management present 8 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 2022 Annual Meeting.


						2023 Proxy Statement		-8-

Corporate Governance

Stockholder Engagement

Stockholder Engagement Process

We value the views of our stockholders and other stakeholders, and we solicit input from them throughout the year. Our Chief Financial Officer and investor relations group lead our management team in hundreds of investor meetings throughout the year to discuss our business, our strategy and financial results. Increasingly, these discussions also include ESG related topics. Meetings included in-person and virtual meetings, and telephone and webcast conferences.

In addition, 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 2022 and 2023, independent members of our Board of Directors met with numerous stockholders to discuss a variety of topics, including business strategy, the CEO and Chair transitions, our 2022 say-on-pay results, capital allocation, corporate governance, executive compensation and our ESG initiatives. Our Board of Directors receives updates at least quarterly on stockholder communications and is directly involved in responding to communications where appropriate. The Board of Directors considers the valuable feedback and perspectives of our stockholders, which helps inform our decisions and our strategy, where appropriate.

After the 2022 Annual Meeting we reached out to our top 30 investors, as well as all of our top 50 investors who voted “no” on our say-on-pay vote at the 2022 Annual Meeting (collectively representing 64% of our outstanding stock). Independent members of our Board of Directors and members of management met with all interested stockholders, who represent holders of more than 35% of our outstanding stock.

LOGO

We remain committed to investing time with our stockholders to increase transparency and better understand our stockholder base and their perspectives. For additional information please see also “2022 Advisory Vote on Executive Compensation and Stockholder Engagement” on page 28 for more details regarding our stockholder engagement regarding executive compensation and governance.


						2023 Proxy Statement		-9-

Corporate Governance

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 for our Board of Directors and management, provide a structure that allows our Board of Directors to set objectives and monitor performance, ensure the efficient use and accountability of resources and enhance stockholder value. A description of our corporate governance best practices 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 ESG initiatives. For additional information regarding our stockholder engagement see “Stockholder Engagement” on page 9 and also “2022 Advisory Vote on Executive Compensation and Stockholder Engagement” on page 28 for more details regarding our stockholder engagement regarding executive compensation and governance.

Corporate Responsibility

Our passion for developing medicines that make a meaningful difference in patients’ lives is reflected in our commitment to health equity, corporate social responsibility and stewardship, including environmental sustainability, DE&I, STEM education and other key initiatives. Our Sustainability Report is posted on our website, www.biogen.com, under the “Responsibility” section of the website. We believe these efforts reflect the best interests of our patients, our stockholders and various other stakeholders, including 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 of 2022 Achievements section under “Compensation Discussion and Analysis” below.

Director Independence

Board of Directors

All of our directors and nominees for director, other than Mr. Viehbacher, our President and 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 CMDC 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 CMDC satisfy the additional Nasdaq independence requirements specifically applicable to compensation committee members.

Leadership Structure

We separate the roles of Chair of the Board of Directors and Chief Executive Officer. Dr. Papadopoulos, an independent director, is the Chair of our Board of Directors. Dr. Papadopoulos is not standing for reelection at the 2023 Annual Meeting. Ms. Dorsa will assume the role as Chair of the Board of Directors immediately after the 2023 Annual Meeting. Among other responsibilities, our Chair:

•

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;

•

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 Chair promotes a greater role for the independent directors in the oversight of


						2023 Proxy Statement		-10-

Corporate Governance

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 Chair and Chief Executive Officer roles allows our Chief Executive Officer to focus on operating and managing the Company while leveraging our independent Chair’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 other candidates. 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. For more information on the process for nomination of directors by stockholders please see “Stockholder Proposals” on page 87.

Annual Elections and Majority Voting

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. 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.

•

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, LGBTQ+ 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, commercial and research and development. We do not have a formal policy on board diversity however, the Corporate Governance Committee is responsible for considering a diverse pool of candidates of potential board nominees to the Board of Directors and believes that directors should be selected so the Board of Directors maintains its diverse composition, with diversity reflecting gender, age, race, ethnicity, background, professional experience and perspectives. Consistent with our Corporate Governance Principles, in


						2023 Proxy Statement		-11-

Corporate Governance

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. Over the last four years, we have appointed three racially or ethnically diverse directors and one female director. These gains have been offset by the retirement of two female directors over the last two years. Increasing the diversity of our board will be a key consideration as we embark on any board refreshment process. For additional information see “Continuous Board Refreshment” on page 13.

•

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 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, including 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.

In accordance with our policy, Dr. Sherwin submitted his resignation to the Board of Directors in 2023. When evaluating Dr. Sherwin’s resignation, the Board of Directors considered Dr. Sherwin’s attributes, skills and the experience that he brings to the Board of Directors. These considerations included his expertise as a practicing physician, his many contributions to the Board of Directors and his oversight of the Company. The Board of Directors determined that it was in the best interest of stockholders to retain Dr. Sherwin’s skills and experience and therefore declined to accept Dr. Sherwin’s resignation and nominated him along with our other nominees for a one-year term until 2024. Dr. Papadopoulos has notified the Board that he would not stand for reelection to the Board at the 2023 Annual Meeting.

•

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, encourage directors to attend director education programs and reimburse the costs of attending such programs.


						2023 Proxy Statement		-12-

Corporate Governance

Continuous Board Refreshment

Our Board is committed to strong refreshment practices that continuously align the composition of the Board and its leadership structure with our long-term strategic needs. The Board, led by the Corporate Governance Committee, has an ongoing process for identifying, evaluating, and selecting directors. Our Corporate Governance Committee uses a variety of methods to help identify potential Board candidates and considers an assessment of the size of the Board, our current Boards’ skills, background, diversity, independence, experience, tenure, and anticipated retirements to identify gaps that may need to be filled through the Board refreshment process. These decisions are also informed by the annual Board and committee evaluation process described below. The Board does not believe in automatic annual re-nomination. The goal is to achieve a Board that provides effective oversight of the Company with appropriate diversity of gender, age, race, ethnicity, background, professional experience and perspectives See also Director Qualifications, Standards and Diversity on page 11.

LOGO


						2023 Proxy Statement		-13-

Corporate Governance

Regular Board and Committee Evaluations

Board and committee evaluations play a critical role supporting the effective functioning of our Board. Through evaluations, our directors review where they believe our Board functions effectively and, importantly, areas where our Board thinks there may be opportunities for improvement, including through Board refreshment.

LOGO

Evaluation Results. The Board and each of the Audit, CMDC, and Corporate Governance Committees completed their evaluations and assessments in September 2022. Each committee and the Board were considered to be operating effectively, with appropriate balance among governance, oversight, strategic and operational matters, and each committee and the Board was satisfied with its performance.

Ongoing Feedback. Our directors provide real-time feedback throughout the year outside of the formal evaluation process and have open access to management and third-party advisors. Additionally, executive sessions of directors (without management) are scheduled for every regular Board and committee meeting to identify any issues and assess whether meeting objectives were satisfied.

Changes Implemented. Based on the annual Board and committee evaluation process, ongoing feedback provided by directors, and one-on-one discussions between our Chair and each independent director, changes to Board practices have included enhancements to our committee structure and composition, additional presentations on various topics and the addition of new directors.


						2023 Proxy Statement		-14-

Corporate Governance

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 2022. Neither Mr. Viehbacher, our President and Chief Executive Officer, nor Mr. Vounatsos, our former Chief Executive Officer, received any compensation for their service on our Board of Directors.

Retainers and Expenses

The following table presents the annual retainers for all non-employee members of our Board of Directors in effect in 2022:


Retainers

Annual Board Retainer	$	125,000

Annual Retainers (in addition to Annual Board Retainer):

Independent Chair 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 “2022 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 mutual funds similar to those 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 2022 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.

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 Chair of the Board of Directors) may be granted to a non-employee director pursuant to such annual awards each calendar year. In 2022 the Non-Employee Directors Equity Plan was amended such that annual awards vest on the earlier of (i) the one-year anniversary of the date of grant or over such longer period and in such increments as our CMDC may otherwise determine or (ii) at the next annual meeting after grant of such annual award.

Awards to non-employee directors are recommended by our CMDC and approved by our Board of Directors, with the independent Chair recused from discussion and voting upon his or her own awards.


						2023 Proxy Statement		-15-

Corporate Governance

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 2022

In 2022 our CMDC 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 Chair. 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 2021. The 2022 annual awards were made in the form of restricted stock units (RSUs) that vest on the earlier of (i) the first anniversary of the grant date or (ii) the next annual meeting, 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 Chair		Number of shares equal in value to 5x the total annual cash retainer for serving as (i) independent Chair and (ii) as a non-employee Board member
Non-Employee Directors (excluding Chair)		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. As of December 31, 2022, all of our non-employee directors meet the stock ownership requirement or were still within the five-year period to meet such requirement.


						2023 Proxy Statement		-16-

Corporate Governance

2022 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	$	270,246	—	—	$	425,246

Caroline D. Dorsa	$	155,000	$	270,246	—	—	$	425,246

Maria C. Freire	$	140,000	$	270,246	—	$ 3,543	$	413,789

William A. Hawkins	$	140,000	$	270,246	—	—	$	410,246

William D. Jones	$	147,500	$	270,246	—	$20,000	$	437,746

Nancy L. Leaming⁽⁴⁾	$	70,000		—	—	—	$	70,000

Jesus B. Mantas	$	147,500	$	270,246	—	—	$	417,746

Richard C. Mulligan	$	140,000	$	270,246	—	—	$	410,246

Stelios Papadopoulos	$	222,500	$	444,821	—	—	$	667,321

Brian S. Posner⁽⁵⁾	$	77,500		—	—	$25,000	$	102,500

Eric K. Rowinsky	$	140,000	$	270,246	—	—	$	410,246

Stephen A. Sherwin	$	140,000	$	270,246	—	$25,000	$	435,246

Notes to the 2022 Director Compensation Table

(1)

The amounts in column (c) represent the grant date fair value of RSU awards made in 2022 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 at the earlier of the 2023 Annual Meeting or the one-year 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 2022 applied in this calculation is 4.52%, which was the federal long-term rate effective in January 2022 when the Fixed Rate Option (FRO) under this plan was established for 2022. Only Mr. Hawkins had deferred compensation notionally invested in the FRO during 2022.

(3)

The amounts in column (e) represent the amount of matching contributions made in 2022 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.

(4)	Ms. Leaming retired from our Board of Directors effective as of the 2022 Annual Meeting.

(5)	Mr. Posner retired from our Board of Directors effective as of the 2022 Annual Meeting.


						2023 Proxy Statement		-17-

Corporate Governance

Director Equity Outstanding at 2022 Fiscal Year-End

The following table summarizes the equity awards that were outstanding as of December 31, 2022, for each of the non-employee directors serving during 2022.



	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	—		1,370

Caroline D. Dorsa	—		1,370

Maria C. Freire	—		1,370

William A. Hawkins	—		1,370

William D. Jones	—		1,370

Jesus B. Mantas	—		1,370

Richard C. Mulligan	—		1,370

Stelios Papadopoulos	—		2,255

Eric K. Rowinsky	—		1,370

Stephen A. Sherwin	—		1,370

Notes to the Director Equity Outstanding at 2022 Fiscal Year-End Table

(1)

Represents the number of RSUs awarded to non-employee directors in 2022 under the Non-Employee Directors Equity Plan, as described in the narrative preceding the “2022 Director Compensation” table above. These RSU awards are scheduled to vest in full and be settled in shares at the earlier of (i) the first anniversary of the grant date or (ii) the next annual meeting, generally subject to continued service.

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 CMDC 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.

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


						2023 Proxy Statement		-18-

Corporate Governance

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 Chair of the Board of Directors 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 CEO.

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, ESG 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 and retaliation • 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, lobbying activities, 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 has the same Company performance goals, payout levels (as a percentage of target) and administrative provisions for all participants globally, regardless of the participant’s job level, location or function in the Company. Additionally, our long term incentive, or LTI, program provides different forms of awards based 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 our CMDCs review and approval of the design, goals and payouts under our annual bonus plan and LTI program and each executive officer’s compensation (or, in the case of our CEO’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.

Our CMDC, 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 CMDC oversight and independence. This assessment is


						2023 Proxy Statement		-19-

Corporate Governance

focused on (1) having an appropriate balance in our program structure to mitigate compensation-related risk with cash versus equity-based compensation, 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.


						2023 Proxy Statement		-20-

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 28, 2023 (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		15,700,576		—		15,700,576		10.8	%

BlackRock, Inc.⁽⁵⁾ 55 East 52^nd Street New York, NY 10055		14,260,137		—		14,260,137		9.9	%

The Vanguard Group⁽⁶⁾ 100 Vanguard Boulevard Malvern, PA 19355		11,976,623		—		11,976,623		8.3	%

Named Executive Officers

Christopher A. Viehbacher		7,000		—		7,000		*

Michael R. McDonnell		10,147		—		10,147		*

Susan H. Alexander		45,911		—		45,911

Ginger Gregory		8,483				8,483		*

Nicole Murphy		5,703		—		5,703		*

Michel Vounatsos⁽⁷⁾		67,262				67,262

Chirfi Guindo⁽⁸⁾		7,364				7,364

Directors

Alexander J. Denner⁽⁹⁾		656,729		1,370		658,099		*

Caroline D. Dorsa		21,872		1,370		23,242		*

Maria C. Freire		775		1,370		2,145		*

William A. Hawkins		2,820		1,370		4,190		*

William D. Jones		775		1,370		2,145		*

Jesus B. Mantas		3,718		1,370		5,088		*

Richard C. Mulligan		13,729		1,370		15,099		*

Stelios Papadopoulos⁽¹⁰⁾		36,046		2,255		38,301		*

Eric K. Rowinsky		17,844		1,370		19,214

Stephen A. Sherwin		16,408		1,370		17,778		*

								*

All current executive officers and directors as a group (19 persons)⁽¹¹⁾		860,532		14,585		875,117		*


						2023 Proxy Statement		-21-

Stock Ownership

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

(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 144,742,368 shares outstanding on April 27, 2023, 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, 2022, contained in a Schedule 13G/A filed with the SEC by PRIMECAP Management Company on February 9, 2023, which also indicates that it has sole voting power over 15,205,632 shares and sole dispositive power over 15,700,576 shares.

(5)	Based solely on information as of December 31, 2022, contained in a Schedule 13G/A filed with the SEC by BlackRock, Inc. on January 24, 2023, which also indicates that it has sole voting power with respect to 12,977,975 shares and sole dispositive power with respect to 14,260,137 shares.

(6)

Based solely on information as of December 31, 2022, contained in a Schedule 13G/A filed with the SEC by The Vanguard Group on February 9, 2023, which also indicates that it has sole dispositive power with respect to 11,386,210 shares, shared voting power with respect to 199,951 shares and shared dispositive power with respect to 590,413 shares.

(7)	Mr. Vounatsos’ position as Chief Executive Officer was terminated by the Company on November 14, 2022 and the Company terminated his employment on December 16, 2022.

(8)	Mr. Guindo left his role as Executive Vice President, Global Product Strategy and Commercialization on June 30, 2022.

(9)

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.

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

(11)	Includes 671,206 shares held indirectly through trusts, funds, defined benefit plans or limited liability companies.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, officers and beneficial owners of 10% or more of our common stock to file reports with the SEC. We assist our directors and officers by monitoring transactions and completing and filing these reports on their behalf. Based on our records and other information, we believe that all reports, except one, that were required to be filed under Section 16(a) during 2022 were timely filed. A Form 4 filing for Dr. Gregory was inadvertently filed late due to administrative error.


						2023 Proxy Statement		-22-

Proposal 2 – Ratification of Selection of Independent

Registered Public Accountants

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, 2023. 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, 2023.


						2023 Proxy Statement		-23-

Item 2 – Ratification of Selection of Independent

Registered Public Accountants

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 2022 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 2022 Annual Report on Form 10-K, 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 2022 Annual Report on Form 10-K, for filing with the SEC.

The Audit Committee of our Board of Directors:

Caroline D. Dorsa (Chair)

Jesus B. Mantas

Stelios Papadopoulos

Stephen A. Sherwin, M.D.


						2023 Proxy Statement		-24-

Item 2 – Ratification of Selection of Independent

Registered Public Accountants

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, 2022 and December 31, 2021, and fees billed to us by PwC for other services provided during 2022 and 2021:



Fees (amounts in thousands)	2022		2021
Audit fees	$	6,106.0	$	5,758.7
Audit-related fees		55.0		50.0
Tax fees*		706.9		419.6
All other fees		421.0		129.5
Total	$	7,288.9	$	6,357.8

*	Includes tax compliance fees of approximately $159,000 and $23,000 in 2022 and 2021, respectively.

Audit fees are fees for the audit of our 2022 and 2021 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 that are not required by statute or regulation.

Tax fees are fees for tax compliance and planning services.

All other fees include accounting research software, information systems reviews not performed in connection with the audit, and other advisory and consulting services.

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 2022 and 2021 were pre-approved in accordance with this policy.


						2023 Proxy Statement		-25-

Item 3 – Advisory Vote on Executive Compensation



		Proposal 3 – Advisory Vote on Executive Compensation

Our CD&A, which appears below, provides an overview of our 2022 compensation program design and performance, as well as a description of the compensation decisions that our CMDC and our Board made with respect to the 2022 compensation of our named executive officers. This year our CD&A also includes a discussion of the stockholder engagement we had in 2022 specifically related to executive compensation. Our Board 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 CD&A, compensation tables and narrative discussion, is hereby APPROVED.”

Although the vote you are being asked to cast is non-binding, we value the views of our stockholders, and

our CMDC 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 CD&A, 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 incentive plans support the Company’s 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 LTI awards.

OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE

FOR THE APPROVAL OF THE RESOLUTION SET FORTH ABOVE.


						2023 Proxy Statement		-26-

Compensation Discussion and Analysis

COMPENSATION DISCUSSION AND ANALYSIS

Table of Contents


Our Named Executive Officers			28
2022 Advisory Vote on Executive Compensation and Stockholder Engagement			28
2022 Chief Executive Officer Transition			31
Executive Summary of 2022 Achievements			34
Roles and Responsibilities			37
Executive Compensation Philosophy and Objectives			37
External Market Competitiveness and Peer Group			38
Compensation Elements			39
Compensation Mix			39
Performance Goals and Target Setting Process			40
2022 Base Salary			42
2022 Performance-Based Plans and Goal Setting			42
Long-Term Incentives			47
Retirement Plans			53
2023 Annual Bonus Plan Goals			45
Other Benefits			53
Post-Termination Compensation and Benefits			54
Stock Ownership Guidelines			54
Recoupment of Compensation			54
Insider Trading, Hedging and Pledging Policy Prohibitions			54
Tax-Deductibility of Compensation			55
Compensation Committee Report			55
Summary Compensation Table			56
2022 Grants of Plan-Based Awards			58
Outstanding Equity Awards at 2022 Fiscal Year-End			60
2022 Option Exercises and Stock Vested			61
2022 Non-Qualified Deferred Compensation			62
Potential Payments Upon Termination or Change in Control			63
CEO Pay Ratio			67
Pay for Performance			69


						2023 Proxy Statement		-27-

Compensation Discussion and Analysis

Our Named Executive Officers

This CD&A describes our compensation strategy and philosophy and the policies and practices underlying our executive compensation programs for 2022. It also provides information regarding the compensation that was earned by and awarded to our 2022 named executive officers, whom we refer to collectively as “named executive officers” or “NEOs.” It also explains the significant actions our CMDC took following the 2022 Annual Meeting based on its ongoing commitment to seek and consider stockholder feedback. Our named executive officers include our current executive officers listed below as well as Mr. Vounatsos, our former CEO, and Mr. Guindo, our former Head of Global Product Strategy and Commercialization.

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Christopher A. Viehbacher

President and Chief Executive Officer

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Susan H. Alexander

Chief Legal Officer and Secretary

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Michael R. McDonnell

Chief Financial Officer

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Ginger Gregory, Ph.D.

Chief Human Resources Officer

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Nicole Murphy

Head of Pharmaceutical Operations and Technology

2022 Advisory Vote on Executive Compensation and Stockholder Engagement

Annual Meeting Stockholder Engagement

Our CMDC sets the compensation of our executive officers other than the CEO. The CEO’s compensation is recommended by our CMDC and approved by the independent directors of the Board. Our CMDC sets and recommends compensation at levels it determines to be competitive and appropriate in each case. Our CMDC makes this determination based on its professional experience and judgment after consulting with independent experts and advisers as it deems appropriate. Our CMDC works to ensure that our compensation programs align pay with performance and the interests of our stockholders and instill this alignment in the Company’s culture. To this end, independent members of the Board and CMDC meet periodically with stockholders to solicit their feedback on our compensation programs. The Board expanded this engagement further following our 2021 and 2022 Annual Meetings.

At our 2021 and 2022 Annual Meetings, we provided stockholders with the opportunity to cast a non-binding vote on a proposal regarding the compensation of our named executive officers for the years ended December 31, 2020 and December 31, 2021, respectively. Of the votes cast, approximately 51% voted in favor of the proposal at the 2021 Annual Meeting and 52% voted in favor of the proposal at the 2022 Annual meeting. Following each of these meetings, independent members of the Board and members of management met with stockholders to discuss our executive compensation programs.

After the 2021 Annual Meeting, we reached out to our top 30 investors (and cumulatively stockholders holding approximately 65% of our outstanding common stock) to offer meetings with the Chair of the CMDC and other independent members of our Board. After the 2022 Annual Meeting, we again reached out to our top 30 investors, as well as all of our top 50 investors who voted “no” on our compensation proposal at the 2022 Annual Meeting (collectively representing


						2023 Proxy Statement		-28-

Compensation Discussion and Analysis

approximately 64% of our outstanding common stock). Prior to the 2022 Annual Meeting and after the 2022 Annual Meeting, the Chair of the CMDC met with stockholders holding approximately 42% and 32%, respectively, of our outstanding stock, and independent directors met with stockholders holding approximately 42% and 36%, respectively, of our outstanding stock. In both periods, independent members of the Board discussed the design of the Company’s compensation programs and the Board’s exercise of discretion with respect to compensation matters. Some of these meetings also included discussions of other matters, including stockholder proposals, corporate strategy and other governance topics.

During the engagements following the 2021 Annual Meeting, some stockholders raised concerns regarding the payment to our former CFO of a cash severance amount that exceeded the amount required by the Company’s severance policy. During these discussions, independent members of our Board of Directors explained the specific facts and circumstances related to the transitioning executive and the reasons for the additional payment. Among the factors discussed was the agreement with our former CFO to an extended notice period, which allowed the Company to execute a seamless transition to our new CFO as we prepared for quarter-end reporting. During the engagements following the 2022 Annual Meeting, the Chair of our CMDC proactively discussed with stockholders the pro rata equity vesting granted to our former CEO only for the period he remained as our CEO.

In their meetings with stockholders after both the 2021 Annual Meeting and the 2022 Annual Meeting, the independent members of the Board also discussed our CMDC’s use of negative discretion in 2021 and 2022 with respect to NEO compensation. In each case, our NEOs achieved the corporate goals under our annual bonus plan but our CMDC decided a reduction in NEO compensation was necessary to ensure that the compensation paid to our NEOs for the achievement of these goals was more closely aligned with the value delivered to stockholders.

Stockholders were generally appreciative and understanding of the Board’s explanation of the Board’s process and rationale for the exercise of its discretion in the case of our former CFO and our departed CEO. Stockholders also expressed support for the Board continuing to have the ability to use its discretion in cases it determines to be in the best interest of the Company and its stockholders.

For more information regarding general topics discussed during our ongoing corporate governance stockholder engagement, including with respect to governance and ESG, see “Stockholder Engagement Initiative” on page 8.

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						2023 Proxy Statement		-29-

Compensation Discussion and Analysis



2021 and 2022 Pre-Annual Meeting Stockholder Feedback and Responsiveness



What We Heard from Stockholders		Action We Took in Response

• Support for simplification of LTI program and increased alignment with stockholder value.		✓ Reviewed compensation practices to ensure they adhere to our compensation philosophy.

• Understanding and acceptance of decision to pay additional severance to our former CFO based on facts and circumstances.		✓ Simplified LTI program redesign in 2022 that includes Performance Stock Units (PSUs) that require above median performance (55^th percentile relative total stockholder return (rTSR)) for target payout.

• Appreciation for CMDCs’ exercise of negative discretion in 2021 with respect to NEOs compensation and 2022 with respect to NEOs and all employees compensation.		✓ Included greater weightings of quantitative financial metrics for 2022 annual bonus plan (66% in 2022 compared to 50% in 2021).

• Agreement with retaining CMDC and Board use of discretion to make decisions that are in the best interests of stockholders.		✓ Engaged with stockholders to fully explain the rationale and circumstances for exercise of discretion in severance arrangements.

Post 2022 Annual Meeting Stockholder Engagement

After our 2022 Annual Meeting, our CMDC and Board of Directors reviewed the final vote results for the say-on-pay proposal and, given the lower than historical level of support in 2022 and 2021, continued our robust stockholder engagement process to receive additional stockholder feedback, engage on the issues that matter most to our stockholders and work to address them effectively. Accordingly, we reached out to holders of approximately 64% of our outstanding common stock (including all of our top 50 investors who voted “no” in 2022). Led by independent members of our Board of Directors, and including members of management, we subsequently met with holders of more than approximately 36% of our outstanding stock. We engaged with every stockholder who accepted our offer to meet. We once again reiterated our commitment to align our compensation practices with stockholder value and using our discretion only to enhance operational success. We noted that the Board’s transition agreement with our former CEO and the sign-on grants to Mr. Viehbacher reflect this principle. The section entitled “2022 Chief Executive Officer Transition” on page 31 provides more detail on this matter.

Post 2022 Annual Meeting Feedback from our Stockholders and Responsive Actions Taken By Our CMDC and Board

Our CMDC and Board of Directors carefully evaluated the feedback received from our stockholders on executive compensation and other topics. Stockholders were generally supportive of our executive compensation programs and their focus on alignment of pay and performance. Below are examples of feedback received by our Board of Directors and actions taken.



Stockholder Feedback and Responsiveness



What We Heard from Stockholders		Action We Took in Response

• Understanding and acceptance of pro rata equity vesting to CEO only for period he worked as CEO to enable broad and open CEO search and smooth transition, as well as additional payment to former CFO.		✓ Commitment to continue to perform stockholder engagement around the appropriate use of board discretion.

• Appreciation of alignment of new CEO pay with performance and value to stockholders.		✓ Designed new CEO compensation arrangement to include rigorous performance targets intended to align with value creation and stockholder value (see “2022 CEO Transition Arrangements” on page 31”).

• Stockholders appreciated continued outreach regarding compensation matters and exercise of discretion. Stockholders understood rationale for use of discretion in additional severance compensation and did not have additional questions.


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Compensation Discussion and Analysis

Our CMDC 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.

2022 Chief Executive Officer Transition

In May 2022, we announced that we began a search for a new CEO. Our then CEO, Mr. Vounatsos, agreed to continue to serve in this role until his successor was appointed; he further agreed to continue in an advisory role for a short period following the appointment of our new CEO to facilitate a smooth leadership transition. Following an extensive search supported by a leading executive recruitment firm, our Board of Directors appointed Mr. Viehbacher to serve as our new President and CEO in November 2022.

Search Process

The Board of Directors conducted a robust search and met extensively to discuss the recruitment process. During the search process, members of our Board of Directors engaged an executive recruitment firm to identify qualified candidates who could lead Biogen’s next chapter and build on our strong foundations. The search focused on experienced candidates who could lead large-scale global biotherapeutic operations, drive innovation and deliver value during a period of key business initiatives and events. The Board of Directors assessed the candidates through an in-depth evaluation and interview process.

Why Our Board Appointed Mr. Viehbacher

Mr. Viehbacher has extensive experience leading large international pharmaceutical companies and innovative entrepreneurial biotech companies. After spending time in a variety of roles at GlaxoSmithKline, Mr. Viehbacher served as global CEO of Sanofi S.A. for six years. During this time at Sanofi, Mr. Viehbacher worked to create new sources of revenue growth during a time when the company lost exclusivity for much of its marketed portfolio. Most recently Mr. Viehbacher co-founded a healthcare investment fund that has led to the continued development of many innovative companies. Our Board of Directors determined that Mr. Viehbacher’s track record of driving growth and innovation was well-suited for guiding Biogen’s strategy and creating stockholder value.

Mr. Viehbacher’s Compensation Arrangements

In evaluating and advising our Board of Directors on Mr. Viehbacher’s compensation, our CMDC engaged its independent compensation consultant to advise on competitive market practices. Our CMDC met regularly to review and consider potential structures and compensation. In

determining Mr. Viehbacher’s compensation, our CMDC and Board of Directors took into consideration the following:

•

compensation provided to CEOs at our peer companies;

•

broader marketplace practices as to the structure of new CEO inducement and sign-on awards;

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Mr. Viehbacher’s compensation at his prior employers, including amounts subject to forfeiture upon termination of employment; and

•

desire to (i) align Mr. Viehbacher’s interests with those of our stockholders, and (ii) place a significant portion of his compensation at-risk based on the achievement of rigorous performance objectives.

Based on those factors, our CMDC recommended and our Board of Directors approved Mr. Viehbacher’s compensation, each of which is reflected in his employment agreement with the Company:

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base salary of $1,600,000;

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target annual bonus of 150% of base salary;

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sign-on equity award value of $28.0 million; and

•

matched RSU grant of $2.0 million based on Mr. Viehbacher’s purchase of $2.0 million in Biogen stock.

Mr. Viehbacher’s One-Time Sign-On Award

Considerations in Approving Mr. Viehbacher’s One-Time Award

The sign-on equity award for Mr. Viehbacher, which our CMDC recommended and Board of Directors approved, was necessary in order to incentivize Mr. Viehbacher to join Biogen, is highly performance-based and aligned with stockholder interests as reflected by the following composition:

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$16.8 million in PSUs, of which 50% are subject to attainment of three-year compounded annual stock price growth targets and 50% are subject to our relative total stockholder return (rTSR) performance versus our peers, and

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$11.2 million in stock options, with annual ratable vesting over three years.


						2023 Proxy Statement		-31-

Compensation Discussion and Analysis

The compounded annual stock price growth targets were determined based on a historical analysis of stock price returns among our peers and the broader NASDAQ biotech index and require above median performance (the compound annual growth rate target of 8% represents the 65th percentile compound annual growth rate (CAGR) for companies on the NASDAQ Biotech Index over the three year period ended on December 31, 2022) for target payout. Award vesting as to the maximum number of PSUs can only occur if our compounded annual stock price growth over three years is equal to or greater than 16% which reflects

upper quartile performance over the three years ending on December 31, 2022 among the NASDAQ Biotech Index. The rTSR goals are aligned with the goals and structure of the awards made to other named executive officers within the peer group evaluated by our CMDC. The target number of shares can only be earned for 55th percentile performance versus our peers and the maximum number of shares can only be earned for 75th percentile or higher performance versus our peers. The sign-on award is in lieu of any other 2023 equity grants to Mr. Viehbacher and he is next eligible for equity grants in 2024.

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						2023 Proxy Statement		-32-

Compensation Discussion and Analysis

Mr. Vounatsos’ Transition Arrangement

In May 2022 the Company announced a search for a new CEO. Mr. Vounatsos was terminated without cause pursuant to his employment agreement and entitled to severance under its terms. Our Board of Directors determined it was in the Company’s best interest to retain Mr. Vounatsos to lead the Company as our CEO through the search period allowing the Company to execute on critical business activities and to facilitate a smooth CEO transition. To appropriately compensate Mr. Vounatsos through this transition period, the Board of Directors negotiated a letter agreement (“Letter Agreement”) with Mr. Vounatsos. The Letter Agreement (i) continued his compensation and benefits and (ii) provided for prorated vesting for certain of his unvested equity awards for the period he remained our CEO. This pro rata vesting was determined based on the date Mr. Vounatsos was terminated as our CEO and applied only to outstanding awards scheduled to vest in February 2023. After extensive discussions, the Letter Agreement was approved by the full

Board of Directors, with the exception of Dr. Denner who voted against the proposal. Following the transition when Mr. Vounatsos was terminated as our CEO, he continued to receive his salary and pro rata bonus opportunity until the date the Company terminated his employment in December 2022. All of his other outstanding equity awards were not subject to this special prorated vesting and were forfeited as of the date of his termination. The equity awards subject to forfeiture included all awards not scheduled to vest in 2023, collectively valued at $24.2M at the time of forfeiture. The equity subject to this prorated treatment included MSUs granted in 2020 and 2021 that were scheduled to vest in 2023, PSUs granted in 2020 that were scheduled to vest in 2023 and RSUs granted in 2022 which scheduled to vest in 2023. All awards would be subject to actual performance, as applicable, and prorated based on the date Mr. Vounatsos was terminated as our CEO. Details surrounding the value of these arrangements can be found in the Potential Post-Termination Payments Table.

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						2023 Proxy Statement		-33-

Compensation Discussion and Analysis

Executive Summary of 2022 Achievements

We continued to advance significant potential growth drivers in 2022. Our full year revenue for 2022 was approximately $10.2 billion.

In January 2023 LEQEMBI, a treatment co-developed by Biogen and Eisai for the treatment of Alzheimer’s disease to address a defining pathology of the disease by reducing amyloid beta plaques in the brain, was approved by the FDA under the accelerated approval pathway. Additionally, in January 2023 we and Eisai announced the completed submission of a supplemental BLA to the FDA for traditional approval of LEQEMBI with a PDUFA action date of July 6, 2023.

In December 2022 we and Sage completed the rolling submission of an NDA to the FDA for the approval of zuranolone for the potential treatment of MDD and PPD, completing the NDA filing initiated earlier in 2022.

We maintained our leadership in our SMA business despite increased competition against SPINRAZA. Although our full year 2022 SPINRAZA revenue decreased 5.9% as compared to 2021, we believe that SPINRAZA will remain a foundation of care in the treatment of SMA.

Our CMDC considered all of these achievements, and challenges, as they navigated compensation decisions for 2022 not just for our executive officers but for all of our employees.

Our CMDC believes that our executive compensation program for 2022 is consistent with our compensation philosophies and principles described below and demonstrates our commitment to linking compensation to Company performance and strategy.

2022 Highlights

A brief summary of our 2022 business, financial and executive compensation highlights is as follows:

Financial Performance

The following chart provides a summary of our financial performance for 2022 compared to 2021⁽¹⁾:

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⁽¹⁾

Beginning in the first quarter of 2022 material payments on the acquisition of in-process research and development assets are no longer excluded in the determination of Non-GAAP net income. Non-GAAP financial results for 2021 have been updated to reflect this change.

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


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Compensation Discussion and Analysis

Product and Pipeline Developments

LEQEMBI (lecanemab)

•

In January 2023, we and Eisai announced that the FDA granted accelerated approval of LEQEMBI, an anti-amyloid antibody for the treatment of Alzheimer’s disease. Additionally, in January 2023 we and Eisai announced the completed submission of a supplemental BLA to the FDA for traditional approval of LEQEMBI with a PDUFA action date of July 6, 2023.

•

In January 2023, the European Medicines Agency (EMA) accepted for review the Marketing Authorization Application (MAA) for lecanemab. Additionally, in January 2023 Eisai completed the submission of a MAA to the Pharmaceuticals and Medical Devices Agency in Japan for lecanemab, and was granted Priority Review by the Japanese Ministry of Health, Labor and Welfare.

•

In December 2022, Eisai initiated a rolling submission of a BLA to the National Medicinal Products Administration of China for the approval of lecanemab.

•

In September 2022 we and Eisai announced positive topline results from the confirmatory Phase 3 CLARITY Alzheimer’s disease study of LEQEMBI. LEQEMBI met the primary endpoint and all key secondary endpoints with highly statistically significant results.

Zuranolone

•

In December 2022, we and Sage completed the rolling submission of an NDA to the FDA for the approval of zuranolone for the potential treatment of MDD and PPD, completing the NDA filing initiated earlier in 2022.

•

In February 2023, the FDA accepted the NDA and granted Priority Review for zuranolone, with a PDUFA action date of August 5, 2023.

QALSODY (tofersen)

•

In July 2022, the FDA accepted the NDA and granted Priority Review for tofersen, an investigational antisense drug being evaluated for people with SOD1 ALS. In April 2023 the FDA granted accelerated approval for QALSODY.

•

In December 2022, the EMA accepted for review the MAA for tofersen.

Litifilimab

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In October 2022, the first patient was dosed in the Phase 2/3 AMETHYST study of litifilimab, evaluating the efficacy and safety of litifilimab compared to placebo in patients with CLE.

LUNSUMIO

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In December 2022, the FDA granted accelerated approval of LUNSUMIO, a bispecific antibody for the treatment of relapsed or refractory follicular lymphoma, which was also approved by the European Commission in June 2022.

Corporate Matters

•

In April 2022, we completed the sale of our 49.9% equity interest in Samsung Bioepis to Samsung BioLogics. Under the terms of this transaction, we received approximately $1.0 billion in cash at closing, approximately $812.5 million in April 2023 and expect to receive approximately $437.5 million due in April 2024.

•

In September 2022, we completed the sale of our building and land parcel located at 125 Broadway, Cambridge, MA for an aggregate sales price of approximately $603.0 million, which is inclusive of a $10.8 million tenant allowance. Simultaneously, with the close of this transaction we leased back the building for a term of approximately 5.5 years.

2022 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. Our executive compensation program has three primary elements: base salary, annual cash bonus incentives (as part of our Performance-Based Management Incentive Plan) and long-term incentives (as part of our LTI Plan). Each of these compensation elements serve a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term incentives drive our NEOs to focus on long-term sustainable stockholder value creation. For 2022, awards to our NEOs under our annual bonus plan were made under our 2022 Performance-Based Management Incentive Plan, and awards under our LTI plan were granted under our 2017 Omnibus Equity Plan.


						2023 Proxy Statement		-35-

Compensation Discussion and Analysis

95% of our CEO’s and 84% of our other currently employed NEOs’ (other than our CEO) 2022 target compensation was at-risk.

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Reflects annual salary, target bonus and target grant value of the 2022 sign-on LTI awards for Mr. Viehbacher.

Does not include Mr. Guindo, our former Head of Global Product Strategy & Commercialization.

Based on our performance and consistent with the design of our 2022 program, our CMDC made the following executive compensation decisions for fiscal 2022:

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Salary: Approved annual merit increases between 3.0% to 4.0% for our NEOs and in the case of Ms. Murphy, an additional increase in connection with her promotion based on peer group and survey data. See “2022 Base Salary” section below for more detail.

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Annual Bonus Plan: Approved overall annual company bonus multiplier of 133% for all of our NEOs. See “2022 Annual Bonus Plan Company Performance Targets and Results Table” section below for more details.

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LTI Plan: Granted 2022 LTI awards consisting of 50% RSUs and 50% PSUs, with PSU payouts tied to rTSR compared to our peer group, as described below under “Long-Term Incentives – 2022 PSUs.”

50% of our NEOs’ 2022 annual LTI grants were performance-based and at-risk

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• Earned based on achievement of three-year rTSR metric

• Earned based on time-based hurdles

Our 2022 performance-based compensation payouts align with our commitment to strong performance and accountability

In 2022 we met or exceeded the vast majority of our Company performance goals that we set at the beginning of the year for our incentive compensation plans. As a result, the payouts, as a percentage of target, for our 2022 annual bonus plan and the portions of our PSUs and the majority of our MSUs (see page 53 for more information regarding our historical MSU grants) that were eligible to be earned based on 2022 performance were above target payout amounts, as described in further detail below. We believe that our 2022 executive compensation program demonstrates our commitment to linking compensation to Company performance and strategy.


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Compensation Discussion and Analysis

Roles and Responsibilities

Role of the CMDC

Our CMDC, which is composed of four independent directors, oversees and administers our executive compensation programs. In making executive compensation decisions, our CMDC 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 and the value short- and long-term incentives that may be granted. In addition, our CMDC 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 CMDC hires outside advisors, when it deems appropriate, to assist it in reviewing and revising our executive compensation programs.

The duties and responsibilities of our CMDC are described in this section and can be found in our CMDC’s written charter adopted by our Board of Directors, which is available on our website, www.biogen.com, under the “Corporate Governance” subsection of the “Investors” section.

Role of the Independent Compensation Consultant

Our CMDC believes that independent advice is important in developing and overseeing our executive compensation programs. Pearl Meyer is currently engaged as our CMDC’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 CMDC.

Reporting directly to our CMDC, 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 our CEO’s compensation to that of CEOs at companies in our peer group. Using this and other similar information, our CMDC recommends, and our Board of Directors approves, the elements and target levels of our CEO’s compensation and our CMDC approves the elements and target levels of compensation for our other executive officers.

Our CMDC assesses Pearl Meyer’s independence annually and, in accordance with applicable SEC and Nasdaq rules,

confirmed in December 2022 that Pearl Meyer’s work did not raise any conflicts of interest and that Pearl Meyer remains independent under applicable rules.

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 CMDC the compensation to be paid or awarded to each executive. Our CEO’s recommendations are based on numerous factors, including:

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Company, team and individual performance;

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potential for future contributions;

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leadership competencies, skills and experience;

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external market competitiveness;

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internal pay comparisons; and

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other factors deemed relevant.

To understand the external market competitiveness of the compensation for our executive officers, our CEO and our CMDC 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 CMDC 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 CMDC 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


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Compensation Discussion and Analysis

ordinary 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 effective, and which enable us to recruit, retain and motivate our leadership team to achieve their best for Biogen and our stockholders.

•

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, and we maintain stock ownership guidelines to strengthen and reinforce the link our com-

pensation programs create between our executives and our stockholders.

•

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.

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 CMDC 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 CMDC 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 setting 2022 target compensation levels and making related compensation decisions for the NEOs consisted of the biotechnology and pharmaceutical companies listed below, as we compete with companies in both of these sectors for executive talent. This peer group was determined by the CMDC based on an in-depth review by its independent compensation consultant, Pearl Meyer, which included an assessment of potential comparators to evaluate the degree to which the current peers are generally reflective of Biogen’s profile in terms of valuation, size, maturity, global scale and complexity. The assessment also included an examination of the broader marketplace to identify appropriate and relevant removals and/or additions to the peer group.


						2023 Proxy Statement		-38-

Compensation Discussion and Analysis



Biotechnology Peers		Pharmaceutical Peers

Amgen Inc. BioMarin Pharmaceutical Inc. Gilead Sciences Inc. Incyte Corporation Moderna, Inc. Regeneron Pharmaceuticals, Inc. Seagen Inc. Vertex Pharmaceuticals Incorporated		AbbVie Inc. Bristol-Myers Squibb Company Eli Lilly and Company Jazz Pharmaceuticals plc Merck & Co, Inc.

For each of the companies in our peer group, when available, we analyze the company’s CD&A 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, including our CEO. 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 2022, 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 BioMarin Pharmaceutical Inc., Incyte Corporation, Jazz Pharmaceuticals plc, Regeneron Pharmaceuticals, Inc. and Seagen Inc., none of which participated in the survey.

Compensation Elements

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