In April we received accelerated U.S. Food and Drug Administration (FDA) approval for QALSODY, the first treatment to target a genetic cause of amyotrophic lateral sclerosis (ALS) in adults who have a mutation in the superoxide dismutase 1 (SOD1) gene. QALSODY became commercially available shortly thereafter.

In July we announced the acquisition of Reata Pharmaceuticals Inc. (Reata), adding SKYCLARYS – which had just received FDA approval as the only treatment indicated for patients with Friedreich’s ataxia –to our global portfolio of treatments for neuromuscular and rare diseases.

Also in July, we and our collaboration partner Eisai Co., Ltd. (Eisai) received traditional FDA approval of LEQEMBI, an anti-amyloid antibody for the treatment of Alzheimer’s disease which had received accelerated approval six months earlier. Subsequently, the Centers for Medicare & Medicaid Services (CMS) confirmed broad coverage of the treatment. LEQEMBI was also approved in Japan in September.

In August we and our collaboration partner Sage Therapeutics, Inc. (Sage) received FDA approval for ZURZUVAE, the first and only oral, once-daily, 14-day treatment that can provide rapid improvement in depressive symptoms for women with post-partum depression (PPD).

Stockholder Outreach Following the 2023 Annual Meeting

We reached out to our top 40 stockholders who collectively owned:

of O/S Stock¹

Pay

We had 15 discussions with stockholders who collectively owned:

of O/S Stock¹

Independent Directors, including our Board and CGC Chair, and Chairs of the CMDC and/or Audit Committee

Stockholder Feedback

“What We Heard”

Actions Taken

“What We Did”

Impact of Action

“Why It Is Important”

✓ Supports continued focus on the company’s strategy

✓ Supports alignment of interests between NEOs and stockholders

✓ For 2024 LTI grants, added an operationally focused metric based on the compound annual growth rate of our adjusted earnings per share (EPS) weighted at 50% of PSU performance

✓ Expanded our 2024 relative total shareholder return (rTSR) comparator group to better align with market practices while weighting rTSR at 50% of PSU performance

✓ The 2024 Annual Bonus Plan continues to go beyond financial performance measurement, including pipeline, health equity and diversity, equity and inclusion (DE&I) metrics.

✓ The 2024 Bonus Plan contains a simplified framework linking short-term compensation with performance.

✓ The 2024 Bonus Plan’s ESG goal includes metrics focused on clinical trial diversity, expanding global market access for spinal muscular atrophy (SMA) patients, and workforce DE&I initiatives

✓ Aligns NEO focus on broad short-term goals which supports long-term performance

✓ Annual bonus plan multiplier is based on company performance which is assessed against quantifiable preset goals focused on financial performance and pipeline value creation

✓ The CGC led by its new Chair adopted an enhanced nomination process that (i) leverages the Board’s succession and refreshment practices to identify skills and expertise needed on the Board, (ii) uses an independent search firm to support the CGC in conducting a broad search through a diverse pool of potential candidates and to evaluate and conduct diligence on potential candidates and (iii) provides stockholders with greater transparency on the nomination process and its objectives

✓ Enhanced process used to identify, assess and nominate a new director in November 2023

✓ Goal is to ensure that the Board has the skills, backgrounds, diversity and experience necessary to fulfill its responsibilities and provide independent oversight of management

✓ Supports independent, comprehensive and transparent Board search and nomination process

✓ Since the 2023 Annual Meeting we have changed our Board Chair and the Chairs of all of our standing committees

✓ Added 5 of our independent directors since 2019

✓ Eliminated age-based offer of resignation policy

✓ New director tenure policy seeks to maintain an average tenure of 10 years or less for independent directors

✓ Board is constantly evaluating its membership to determine that it has the right mix of skills, backgrounds, diversity and experience

✓ New director tenure policy supports more deliberate Board succession planning based on annual assessment of director skills and experiences rather than the offer of resignation required under our former age-based policy

Performance

Differentiated

Ownership

Aligned

Over 85% of NEO (excluding the CEO) total direct compensation is tied to performance driven measurements

Annual bonus and LTI plan are performance-based with payouts capped

LTI awards are linked to performance, subject to multi-year vesting periods, and designed to reward long-term performance

Competitive total pay opportunities relative to peer group and broader market in which we compete for talent

Annual risk assessment to ensure our compensation programs do not encourage excessive risk taking

Robust stock ownership, anti-hedging and pledging, and clawback policies

Stockholder feedback is a key input to Board and CMDC discussions and informs actions taken

Corporate Governance Highlights

88%

of Directors are Independent

56%

of Directors are Diverse

75%

of our Audit Committee Members are Audit Committee Financial Experts

66%

of Committee

Chairs are Diverse

63%

of Independent

Directors

appointed in last 5

years

Our Board consists

of 8 Independent

Directors and our

CEO

Our Board includes

3 female and 3

racially/ethnically

diverse directors

4 of our 8

Independent

Directors are Audit

Committee

Financial Experts

Chairs of the

Corporate

Governance and

CMDC are diverse

5 of our 8

Independent

Directors

appointed since

2019

Date:

Time:

Virtual Meeting:

Record Date:

Thursday, June 20, 2024

9:00 a.m. Eastern Time

Online only at www.virtualshareholdermeeting.com/BIIB2024

April 25, 2024. Only Biogen stockholders of record at the close of business on the record date are entitled to receive notice of, and vote at, the 2024 annual meeting of stockholders (Annual Meeting).

1. To elect the 9 nominees identified in the accompanying Proxy Statement to our Board to serve for a one-year term extending until our 2025 annual meeting of stockholders and their successors are duly elected and qualified.

2. To ratify the selection of PricewaterhouseCoopers LLP (PwC) as our independent registered public accounting firm for fiscal year ending December 31, 2024.

3. To hold an advisory vote on executive compensation.

4. To approve an amendment to Biogen’s Amended and Restated Certificate of Incorporation, as amended, to add an officer exculpation provision.

5. To approve the Biogen Inc. 2024 Omnibus Plan.

6. To approve the Biogen Inc. 2024 Employee Stock Purchase Plan.

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

You will not be able to attend the annual meeting in person. Your vote is extremely important regardless of the number of stock 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 stock 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 stock 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 20, 2024:

The Notice of 2024 Annual Meeting of Stockholders, Proxy Statement and 2023 Annual Report on Form 10-K

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

Annual Meeting Information

DATE:

Thursday, June 20, 2024

Online only at www.virtualshareholdermeeting.com/BIIB2024

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

RECORD DATE:

April 25, 2024

Voting Matters and Vote Recommendation

Matter

Management Proposals:

Our Board

Recommendation

Page Number

for more detail

2

Proposal 2—Ratificationof the Selection of PwC as our Independent Registered Public Accounting  Firm

22

25

Proposal 4—Approvalof Amendment to our Amended and Restated Certificate of Incorporation, as Amended, to add an officer exculpation provision

60

62

67

How to Vote

Vote by Internet Using Your Computer

Go to www.proxyvote.com and enter the Control Number provided in your Notice, proxy card or voting instruction form.

Vote During the Meeting

See Part 1 – “General Information About the Meeting” for details on how to vote during the Annual Meeting.

Vote by Telephone

Call 800-690-6903 or the number of your Notice, proxy card, voting instruction form. You will need the Control Number provided on your proxy card or voting instruction form.

Vote by Mail

Complete, sign and date the proxy card or voting instruction form and mail it in the accompanying pre-addressed envelope.

Audit

Committee

Compensation
and

Management

Development

Committee

Caroline D. Dorsa

Maria C. Freire

William A. Hawkins

Susan K. Langer

Jesus B. Mantas

Monish Patolawala

Eric K. Rowinsky

Stephen A. Sherwin

Christopher A. Viehbacher

Business Operations

Understanding of day-to-day operations enhances oversight of development, implementation and assessment of operating plans

Commercial

Understanding of commercialization, go-to market model and investment strategy to support continuous revenue generation

Cybersecurity

Technology and information security knowledge enhances oversight of data management and privacy policies and processes

Drug Development

Expertise of drug development increases successful navigation of highly regulated market

Executive Leadership

Executive management experience includes thought and operational leaders who can advise on corporate strategy, values and culture

Finance

Financial expertise provides oversight of financial statements and capital structure decisions

International Business

Global market expertise enhances oversight of strategy development and execution, supply chain and compliance across markets

Public Board Service

Corporate governance fluency ensures shareholder and stakeholders interests serve as input to discussions and informs Board decisions

Public Policy

Governmental and regulatory experience assures navigation of legal/ regulatory policies and procedures as well as stakeholder expectations

Scientific Research

Research experience ensures the appropriate balance between innovation and costs

Total Number of Directors

Part 1: Gender Identity

Female

Male

Non-Binary

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

Caroline Dorsa, Independent Chair, fmr. Chief Financial Officer of Public Service Enterprise Group

Director since 2010

Age 64

Board Committee

Corporate Governance (Chair)

Key Skills

•   Business Operations

•   Commercial

•   Cybersecurity

•   Executive Leadership

•   Finance

•   International Business

•   Public Board Service

•   Public Policy

Relevant Expertise

Ms. Dorsa has deep knowledge of the pharmaceutical industry as well as significant financial and accounting expertise. Her strategic perspective on the industry enhances the Board’s oversight of the company’s growth initiatives and reviews of both internal development projects and external opportunities.

Career Highlights

•   Executive Vice President (EVP) and Chief Financial Officer (CFO), Public Service Enterprise Group, Inc. (2009 – 2015)

•   Senior Vice President (SVP) of Global Human Health, Strategy and Integration, Merck & Co., Inc. (2008 – 2009)

•   SVP and CFO, Gilead Sciences, Inc. (2007 – 2008)

•   Various financial and operational positions at Merck & Co., Inc. including Vice President and Treasurer (1987 – 2007)

Other Public Company Boards

Current

•   Illumina, Inc. (since 2010)

•   Duke Energy Corporation (since 2021)

Prior

•   Intellia Therapeutics, Inc (2015 – 2023)

•   Goldman Sachs Funds (2016 – 2021)

•   Public Service Enterprise Group, Inc. (2003 – 2009)

Education

•   B.A. in History from Colgate University

•   M.B.A. in Finance and Accounting from Columbia University

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

Director since 2021

Age 69

Board Committee

Compensation and Management Development

Key Skills

•   Business Operations

•   Drug Development

•   Executive Leadership

•   Finance

•   International Business

•   Public Board Service

•   Public Policy

•   Scientific Research

Relevant Expertise

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 vitally enhances the Board’s perspective of significant issues affecting the highly regulated life sciences industry.

Career Highlights

•   President and Executive Director, the Foundation for the National Institutes of Health (“NIH”) (2012 – 2021)

•   President and Director, Albert and Mary Lasker Foundation (2008 –2012)

•   President and CEO, Global Alliance for TB Drug Development (2001 –2008)

•   Director of the Office of Technology Transfer, NIH (1995 – 2001)

Other Public Company Boards

Current

•   Alexandria Real Estate Equities, Inc. (since 2012)

•   Exelixis, Inc. (since 2018)

Other Boards & Awards

•   Science Board of the FDA

•   World Health Organization Commission on Intellectual Property Rights, Innovation and Public Health, United Nations Secretary General’s High-Level Panel on Access to Medicines

•   Member, National Academy of Medicine and the Council on Foreign Relations

•   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

Education

•   B.S. from the Universidad Peruana Cayetano Heredia (Lima, Peru)

•   Ph.D. in Biophysics from the University of Virginia

William A. Hawkins, fmr. Chairman and Chief Executive Officer, Medtronic, Inc.

Director since 2019

Age 70

Board Committees

Audit (Chair)

Corporate Governance

Key Skills

•   Business Operations

•   Commercial

•   Executive Leadership

•   Finance

•   International Business

•   Public Board Service

•   Public Policy

Relevant Expertise

Mr. Hawkins has significant executive and board leadership experience in the healthcare industry both domestic and international. Mr. Hawkins’ unique perspective enhances the Board’s oversight of the company’s global strategic plans and implementation.

Career Highlights

•   Senior Advisor to EW Healthcare Partners, a life sciences private equity firm (since 2017)

•   President and CEO, Immucor, a global leader in transfusion and transplant medicine (2011 – 2015)

•   Chairman and CEO, Medtronic, Inc. (2002 – 2011)

•   President and CEO, Novoste Corporation, an interventional cardiology company (1998 – 2001)

Other Public Company Boards

Current

•   Chair, Bioventus, Inc. (since 2016)

•   MiMedx Group, Inc. (since 2020)

Prior

•   Avanos Medical, Inc. (2015 – 2021)

•   Thoratec Corporation (2011 – 2015)

Other Boards & Awards

•   Director, Virtue Labs, Enterra, Lacuna Medical, Cirtec Medical Corp. and Baebies, Inc., all private life companies

•   Duke University Health System

•   Member, National Academy of Engineering, and AIMBE College of Fellows

Education

•   B.Sc. in Electrical and Biomedical Engineering (dual) from Duke University

•   M.B.A. from the University of Virginia’s Darden School of Business

Susan Langer, President & Chief Business Officer at Souffle Therapeutics

Director since 2023

Age 33

Key Skills

•   Business Operations

•   Commercial

•   Drug Development

•   Executive Leadership

Relevant Expertise

Ms. Langer has significant experience and knowledge of the biopharmaceutical industry and deep connections within the biotechnology, start-up and venture capital ecosystems. That expertise, coupled with her knowledge of the company’s operations, enhances the Board’s ability to nimbly evaluate growth opportunities as well as long-term investments.

Career Highlights

•   President and Chief Business Officer, Souffle Therapeutics (since 2021)

•   Founding President, Kojin Therapeutics (2020 – 2021)

•   Chief Business Officer, Paratus Sciences (2021 – 2023)

•   Director, Guava Partners (since 2021)

•   Venture Partner, Old Silver VC LLC (2020 – 2023)

•   Head of Corporate Strategy and other roles at Biogen (2013 – 2019)

Other Public Company Boards

•   None

Education

•   B.A. in Science & Technology Studies from Cornell University

Jesus B. Mantas, Global Managing Partner, IBM Business Transformation Services

Director since 2019

Age 55

Board Committees

Compensation and Management Development (Chair)

Audit

Key Skills

•   Business Operations

•   Commercial

•   Cybersecurity

•   Executive Leadership

•   International Business

•   Public Policy

Relevant Expertise

Mr. Mantas has over 30 years of experience in global business operations, information technology, data science and artificial intelligence gained through global strategy and operating management roles across Europe, North America and Latin America. His expertise enhances Board perspectives on global operating scale, business strategy, culture change, managing risks, applying technology to improve business performance, seeking diversity and developing talent and succession plans in multi-cultural environments.

Career Highlights

•   Global Managing Partner, IBM Global Business Services (since 2022)

•   Senior roles at IBM (2002 – 2022) including:

^○  Global Managing Partner, Strategy, Innovation and Corporate Development

^○  Global Managing Partner, IBM Business Consulting

^○  General Manager, IBM Business Process Outsourcing

^○  Managing Partner and General Manager, IBM Global Business Services Latin America

^○  Senior Partner, IBM Global Business Services

•   Partner, High Technology Practice, PricewaterhouseCoopers Consulting (1997 – 2002)

•   Adjunct Professor, University of California Irvine, Graduate School of Management, Paul Merage School of Business (1997 – 2001)

•   Second Lieutenant, Air Force of Spain (1993)

Other Public Company Boards

•   None

Education

•   B.S. in Telecommunications – Software Engineering, Universidad Politécnica de Madrid (Madrid, Spain)

•   Degree in Business Administration, Universidad Politécnica de Madrid (Madrid, Spain)

•   Corporate Governance – Harvard Business School

Monish Patolawala, President and Chief Financial Officer at 3M Company

Director since 2024

Age 54

Board Committee

Audit

Key Skills

•   Business Operations

•   Commercial

•   Cybersecurity

•   Executive Leadership

•   Finance

•   International Business

•   Public Policy

Relevant Expertise

Mr. Patolawala has more than 25 years of experience leading financial operations and business for global industrial and healthcare companies. At 3M, he leads finance, enterprise strategy, information technology, global service centers, country prioritization and governance, and the company’s project management office, which includes responsibility for the execution of the spin-off of 3M’s health care business.

Career Highlights

•   President and CFO, 3M Company (since 2020)

•   CFO of GE Healthcare (2015 – 2020)

•   Variety of roles of increasing responsibility at General Electric Company (1994 – 2020)

Other Public Company Boards

•   None

Certifications

•   Chartered Accountant from the Institute of Chartered Accountants of India

•   Cost and Works Accountant from the Institute of Cost and Works Accountants of India

Education

•   B. Com from St. Joseph’s College of Commerce (Bangalore, India)

Eric K. Rowinsky, M.D., President of Inspirna

Director since 2010

Age 67

Board Committees

Compensation and Management Development

Corporate Governance

Key Skills

•   Business Operations

•   Drug Development

•   Executive Leadership

•   Public Board Service

•   Scientific Research

Relevant Expertise

Dr. Rowinsky has extensive research and drug development and regulatory experience and broad scientific and medical knowledge. His experience leading teams that have registered more than twelve novel therapies for patients with advanced cancers enhances the Board’s oversight of the company’s research and development (R&D) and quest to pioneer breakthrough innovations within the highly regulated life sciences industry.

Career Highlights

•   President, Inspirna, a privately held life science company (since 2015), and Executive Chairman (2016 – 2021)

•   Chief Medical Officer, Hummingbird Biotherapeutics (2020 – 2023)

•   Chief Scientific Officer, Clearpath Development, Inc. (2016 – 2021)

•   Head of R&D, Chief Medical Officer, Stemline Therapeutics (2012 – 2015)

•   CEO, Primrose Therapeutics, Inc., a biotech start-up (2010 – 2011)

•   Chief Medical Officer, and Executive Vice President, ImClone Systems (2005-2010)

Other Public Company Boards

Current

•   Fortress Biotech Inc. (2010 to June 2024) (not standing for reelection at the annual meeting in May 2024)

•   Purple Biotech Ltd. (since 2019)

•   Verastem, Inc. (since 2017)

Prior

•   BIND Therapeutics, Inc. (2014 – 2016)

Other Boards & Awards

•   Director of the Institute, and Director of Clinical Research, Cancer Therapy & Research Center’s Institute for Drug Development (1996 – 2004)

•   Associate Professor of Oncology at the Johns Hopkins School of Medicine (1988 – 1996)

•   Director, Scientific Counselors of the National Cancer Institute Level Panel on Access to Medicines

Education

•   B.A. in Liberal Arts, from New York University

•   M.D. from Vanderbilt University School of Medicine

Stephen A. Sherwin, M.D., Clinical Professor of Medicine at UCSF

Director since 2010

Age 75

Board Committee Audit

Key Skills

•   Business Operations

•   Drug Development

•   Executive Leadership

•   Finance

•   Public Board Service

•   Public Policy

•   Scientific Research

Relevant Expertise

Dr. Sherwin has extensive knowledge of the life sciences industry through his advisory work in life sciences, and patient care and teaching in his specialty of medical oncology, as well as founding and leading life sciences companies. Dr. Sherwin’s more than 30 years of industry experience significantly enhances Board oversight and development of the company’s strategy and execution.

Career Highlights

•   Clinical Professor of Medicine at the University of California, San Francisco (since 2010)

•   Volunteer Attending Physician in Hematology-Oncology at the Zuckerberg San Francisco General Hospital (since 2010)

•   Advisory partner, Third Rock Ventures, LLC (since 2016)

•   Chairman and Co-founder, Ceregene, a life sciences company acquired by Sangamo Biosciences (2001 – 2013)

•   Chairman and Co-founder, Abgenix, Inc, an antibody company acquired by Amgen (1996 – 2006)

•   CEO, Cell Genesys, Inc., a life sciences company merged with BioSante Pharmaceuticals, Inc. (now ANI Pharmaceuticals, Inc.) (1994 – 2009)

Other Public Company Boards

Current

•   Neurocrine Biosciences Inc. (since 1999)

Prior

•   Epiphany Technology Acquisition Corp. (2022 to 2023)

•   Bios Special Acquisition Corporation (2021 to 2023)

•   Aduro Biotech, Inc (2015 – 2020)

Education

•   B.A., in Biology from Yale University

•   M.D. from Harvard Medical School

Christopher A. Viehbacher, President and Chief Executive Officer, Biogen Inc.

Director since 2022

Age 64

Key Skills

•   Business Operations

•   Commercial

•   Drug Development

•   Executive Leadership

•   Finance

•   International Business

•   Public Board Service

•   Public Policy

Relevant Expertise

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.

Career Highlights

•   President and CEO, Biogen Inc. (since 2022)

•   Managing Partner, Gurnet Point Capital, a Boston based investment fund (2015 – 2022)

•   Global CEO of Sanofi S.A. (2008 – 2014)

•   Various roles, GlaxoSmithKline (1984 – 2008)

Other Public Company Boards

Prior

•   Pure Tech plc (2015 – 2023)

•   Axcella Health (2015 – 2019)

Other Boards & Awards

•   Trustee, Northeastern University

•   Board of Fellows, Stanford Medical School

Education

•   B. Comm. from Queen’s University (Kingston, Canada)

 Governance

 Principles

Corporate Governance Practice

 Stockholder Outreach following 

each Annual Meeting as % of
Common Stock Outstanding

 Offered engagement to stockholders representing approximately

 Had one-on-one discussions with stockholders representing approximately

 Independent directors participated in calls with stockholders representing approximately

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

reviews and assists in setting the agenda and schedule for our Board meetings in collaboration with our CEO;

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

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

serves as a liaison for stockholder communications with our Board;

leads the process of evaluating our CEO; and

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

General Qualifications and Standards. Our Corporate Governance Principles and Code of Business Conduct 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.

Director Term and Resignation. Our Board does not believe that arbitrary term limits on directors’ service are appropriate. In 2023 we amended our Corporate Governance Principles to eliminate our age-based resignation policy and instituted a policy that seeks to maintain an average tenure of 10 years or less for independent directors. Our Corporate Governance Principles provide that directors should offer their resignation in the event of any material change in principal employment or principal occupation. Additionally, if a director has a material change in principal employment or principal occupation after their most recent election to the Board by stockholders, the Board will decide whether it is in the best interests of the Company and our stockholders to accept or reject the irrevocable resignation previously submitted by such director.

Diversity. Our Corporate Governance Principles include the Board’s position on board diversity. Our Board believes that diverse experience and personal diversity, including gender, national origin, LGBTQ+ and racial and ethnic diversity, is a benefit to our Board as a whole and is key to representing the interests of stockholders effectively. As set forth in our Corporate Governance Principles, we endeavor to have a Board 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 relevant functional areas such as accounting and finance, risk management and compliance, strategic and business planning, corporate governance, cybersecurity, human resources, marketing, commercial and research and development. While we do not have a formal policy on requiring women and minorities to be included in the initial pool of candidates, the CGC is responsible for considering a diverse pool of candidates of potential board nominees to the Board and believes that directors should be selected so the Board maintains its diverse composition. Consistent with our Corporate Governance Principles, in selecting nominees to our Board, our CGC considers the diversity of skills and experience that a potential nominee possesses and the extent to which such diversity would enhance the perspectives, backgrounds, knowledge and experience of our Board as a whole. Over the last five years, we have appointed four racially or ethnically diverse directors and two female directors. Maintaining the diversity of our board will be a key consideration as we embark on any board refreshment process.

Director Orientation and Continuing Education. We provide orientation for new directors and provide ongoing education to directors by providing them with materials and briefing sessions on subjects that we believe will assist them in discharging their duties. In addition to periodic educational sessions, our Board has one meeting a year that is principally dedicated to board education. 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.

Nomination Process

Comprehensive Candidate Review

✓  Potential candidates are comprehensively reviewed and the subject of discussion during CGC meetings. During these meetings, the CGC assess candidates on the basis of their skills, background, diversity and experience and their expected contribution to Board

The candidate(s) recommended by the CGC is available to be interviewed by all Board members and evaluated at CGC meetings open to all directors

✓  During these meetings, directors assess candidates on the basis of their skills, background, diversity and experience and their expected contribution to Board

✓  Simultaneous due diligence is conducted, including soliciting feedback from other directors and checking references

Formal evaluation Process. The CGC oversees the Board evaluation process. In consultation with the Chair of the Board and the committee Chairs, a framework for evaluation is established, including a review of topics for evaluation that are incorporated in the evaluation forms. Form anonymous evaluations are collected, compiled and distributed in advance of the scheduled discussion. The evaluations include open-ended questions and space for candid commentary. All comments are unattributed, included verbatim and shared with the full Board and applicable committee. Each committee Chair reports to the full Board on these assessments for their review and discussion. Policies, practices and the composition of our Board and its committees are modified as appropriate, informed by evaluation findings.

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 independent directors (without management present) are scheduled for each quarterly regular Board and every committee meeting to identify any issues and assess whether meeting objectives were satisfied.

Evaluation Process Update. After the 2023 Annual Meeting, the CGC, led by its new Chair initiated a review of our self-evaluation process with the aim of improving the effectiveness of the process, benchmark current practices against other companies and assess possible improvements. To facilitate this review a third-party consultant will assist in this review and redesign by providing different perspectives and expertise. We anticipate this evaluation and redesign to conclude in 2024 and will inform our self-evaluation process going forward.

Meetings 

in 2023

Audit

Assists our Board 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;

•  the effectiveness of the Company’s internal control over financial reporting;

•  our global tax strategy, compliance and tax audit processes;

•  our internal audit and corporate compliance functions;

•  our financial strategy, policies and practices;

•  the adequacy of the company’s information technology 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.

William A. Hawkins† (Chair)

Caroline Dorsa†*

Jesus B. Mantas

Stephen A. Sherwin†

Compensation and Management Development

Assists our Board with oversight of executive compensation and management development, including:

•  recommending to our Board the compensation for our CEO 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 succession plans; and

•  recommending to our Board the compensation of our non-employee directors.

Jesus B. Mantas (Chair)

Maria C. Freire

Eric K. Rowinsky

Corporate Governance

Assists our Board oversight of Corporate Governance Principles, including:

•  identifying qualified nominees to our Board and its committees;

•  selecting, evaluating and recommending Board nominees to stand for election at the annual meeting of stockholders and fill vacancies as they arise;

•  overseeing the Corporate Governance Principles and Code of Business Conduct and its application to Board members;

•  overseeing the Board and committee evaluation process; and

•  our lobbying priorities and activities, including associations with certain trade and/or legislative organizations.

Caroline Dorsa (Chair)

William A. Hawkins

Eric K. Rowinsky

Determined by our Board to be an audit committee financial expert. Mr. Patolawala, who joined the Board and Audit Committee on January 1, 2024, was determined by our Board to be an audit committee financial expert.

Departed the Audit Committee effective January 1, 2024.

Attendance at Board and Committee Meetings. Each of our director nominees attended all meetings of our Board and the committees on which they served.

Executive Sessions. Under our Corporate Governance Principles, the independent directors of our Board are required to meet without management present, which we refer to as executive session, 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 2023 the independent directors of our Board met without management present 5 times. Each committee of our Board 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 directors who were nominees for election as directors at the 2023 Annual Meeting attended the 2023 Annual Meeting.

 Board or

 Committee    

  Primary 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, supply chain, and other risks reviewed in its oversight of the internal audit and corporate compliance functions

•  Compliance with the Code of Business Conduct

•  Information technology, artificial intelligence, privacy 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 and Committee succession

•  Compliance with Corporate Governance Principles and Code of Business Conduct

•  Director independence, lobbying activities, potential conflicts of interest and related party transactions involving directors and executive officers

The CMDC conducts this evaluation periodically by reviewing our director compensation practices against the practices of an appropriate peer group and the CMDC has the authority to retain consultants to advise on director compensation matters, including in support of the CMDC’s periodic review of director compensation practices. No executive officer has any role in determining or recommending the form or amount of director compensation.

No changes to director compensation were made in 2023.

 Retainers

 Annual Board Retainer

 Annual Retainers (in addition to Annual Board Retainer):

Independent Chair of the Board

Audit Committee, CGC and CMDC Chair

Audit Committee, CGC and CMDC Members (other than Chair)

 Position

 Stock Ownership Requirement¹

  Non-Employee

  Chair

Number of shares equal in value to five times the total annual cash retainer for serving as

(i) non-employee Chair plus (ii) as a non-employee Board member

  Non-Employee

  Directors (excluding Chair)

Number of shares equal in value to five times the annual cash retainer for non-employee

Board members

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, 2023, all of our non-employee directors meet the stock ownership requirement or were still within the five-year period to meet such requirement.

 Name

 (a)

Fees Earned or
Paid in Cash

(b)

Stock Awards⁽¹⁾

(b)

All Other Compensation⁽²⁾

(c)

Total

(d)

 Alexander J. Denner⁽³⁾

 Caroline D. Dorsa

 Maria C. Freire

 William A. Hawkins

 William D. Jones⁽³⁾

 Susan K. Langer

 Jesus B. Mantas

 Richard C. Mulligan⁽³⁾

 Stelios Papadopoulos⁽³⁾

 Eric K. Rowinsky

 Stephen A. Sherwin

The amounts in column (b) represent the grant date fair value of RSU awards made in 2023 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 stock at the earlier of the 2024 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.

The amounts in column (c) represent matching contributions made in 2023 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.

Did not stand for reelection at the 2023 Annual Meeting.

Represents the number of RSUs awarded to non-employee directors in 2023 under the Non-Employee Directors Equity Plan, as described in the narrative preceding the “2023 Director Compensation” table above. These RSU awards are scheduled to vest in full and be settled in stock at the earlier of (i) the first anniversary of the grant date or (ii) the next annual meeting, generally subject to continued service.

ACCESS & HEALTH EQUITY 

WORKFORCE & DE&I

COMMUNITY IMPACT 

ENVIRONMENT

•  89% of clinical trials on track to deliver race and ethnicity targets for enrollment that reflect the epidemiology of the diseases

•  35% increase in patients with access to QALSODY through our EAPs

•  SPINRAZA is now available in 70 countries, including 22 low- and middle-income countries

•  #33 on Just Capital’s JUST 100

•  81% of participating employee respondents in our annual pulse survey say they have a sense of purpose by doing meaningful work at our company

•  Fostered an employee base reflective of the broader workforce, with women in the role of Director or higher (global) at 48.6% and racial/ethnic representation in the role of Manager or higher (U.S.) at 31.2%

•  Our programs enabled employees globally to support causes important to them, logging more than 10,000 volunteer hours

•  $29.2 million in grants, medical grants, sponsorships, donations and in-kind contributions from our company, the Biogen Foundation and employee giving

•  More than 2,100 students participated in our Community Lab, supporting a more diverse talent
pipeline

•  Reduced total waste by 46% since 2019

•  100% of our labs are My Green Lab certified

•  Named to the Dow Jones Sustainability World Index for 11th time, receiving the distinction of Top 1% Standard & Poor Global Corporate Sustainability Assessment Scores

We executed a multi-channel strategy to drive clinical trial recruitment, partnering with community- and faith-based organizations to educate, empower and enable access for people from underrepresented communities so our studies are more reflective of disease epidemiology. Using the U.S. Clinical Trial Index, we mapped participant data against clinical trial sites to identify gaps, improve access and inform site selection for our studies being run in lupus, Alzheimer’s disease, Parkinson’s disease and multiple sclerosis (MS).

Our global access mechanisms for patients include EAPs, compassionate use, post-trial access and humanitarian access. In 2023, our EAPs were open in 42 countries. Additionally, SPINRAZA is now available in 70 countries, with our Humanitarian Access program in India continuing to treat patients.

We introduced ZURZUVAE For You in the U.S. to help people living with PPD. The program provides educational resources, helps people understand insurance coverage and navigate the prescription-fulfillment process. The program also includes financial assistance, such as a copay assistance program and product at no cost for eligible patients.

In our annual pulse survey, 81% of participating employee respondents said they have a sense of purpose by doing meaningful work at our company, underscoring how deeply invested employees are in our values, culture and mission.

To address a highly competitive labor market, we examined our global benefits. Our assessment confirms we continue to remain competitive in terms of our comprehensive total rewards, with 93% of our affiliates consistent with our industry peers’ offerings. We also conducted an analysis to ensure our health plans remain affordable for our U.S. employees.

To provide rewarding growth opportunities, our company supports all employees with training and professional development opportunities, regular assessments of individual performance and efforts to promote internal mobility. We launched new development programs to provide training and assessment services in the areas of individual effectiveness, leadership and business execution, supplementing our already robust offerings.

Caring Deeply for our communities is a core pillar of our culture. Employees volunteered more than 10,000 hours and contributed more than $3.3 million in donations with the Biogen Foundation match. For example, our company, the Biogen Foundation and our employees together provided relief for communities affected by disasters, including more than $450,000 in response to the earthquakes in Turkey and Syria.

We worked to advance better health by connecting high-need patients to quality care and by training new and diverse talent to build a more inclusive healthcare ecosystem. Through the Biogen Foundation, we also addressed social determinants of health with a special focus on food insecurity. Together with inspiring nonprofit organizations, we helped provide more than 750,000 meals to local families.

To reach and inspire the next generation of healthcare workers, our company and the Biogen Foundation worked with community partners and universities to reach thousands of traditionally underserved and under-represented students. Current programs and partnerships include: Massachusetts General Hospital; Duke University; Kenan Fellows; and historically black colleges and universities, including Morehouse School of Medicine, North Carolina Central University, Shaw University and Xavier University of Louisiana. Since its launch, our Community Lab, the nation’s first hands-on corporate science lab, has reached 64,000 middle- and high-school students in 40 countries.

From a 2019 baseline, we cut the total waste generated from our overall operations by 46%. Waste reduction enhances sustainability and can drive greater operating efficiency. Our team at our manufacturing facility at Solothurn, Switzerland also developed a comprehensive waste collection system that sorts 12 categories of waste for recycling.

Certified 100% of our labs through My Green Lab, a nonprofit program recognized by the United Nations Race to Zero campaign as the leading standard for laboratory sustainability. This reflects a commitment to continuous improvement across our labs in Europe, South America and the U.S.

We are evaluating more efficient alternatives to current internal operations as part of our end-of-life equipment asset program to progress towards our long-term goals to eliminate operational carbon emissions.

Reviewed and discussed with management the audited consolidated financial statements contained in Biogen’s 2023 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 2023 Annual Report on Form 10-K, related to its audit of the effectiveness of internal control over financial reporting.