SEC Form DEF 14A filed by Biogen Inc.

2025 Annual Meeting of

Stockholders and Proxy Statement

Tuesday, June 17, 2025

9:00 a.m. Eastern Time

To be held online at:

www.virtualshareholdermeeting.com/BIIB2025

April 25, 2025

Dear Fellow Stockholders

On behalf of the Board of Directors (Board), I want to thank you for your investment in Biogen (company) and for the confidence you place in this Board to oversee your interests in our company. For more than 45 years, Biogen has played a key role in advancing the field of biotechnology as we work to develop medicines in areas of significant unmet medical need.

The Board is focused on ensuring oversight of Biogen’s progress. In 2024, we oversaw global product launches, strategic pipeline investments, and substantial operating expense reductions, all aimed at delivering sustainable long-term growth. More specifically, our efforts achieved the following results:

We continued to execute on “Fit for Growth”, an initiative that prioritizes decision-making, agility, accountability and cost savings. We expect Fit for Growth to achieve approximately $1 billion in gross cost reductions by the end of 2025, and this initiative has enabled us to reallocate our resources toward new capabilities and potential future medicines which can drive our growth.

Last year, we continued to focus on strengthening our Board. We recognize the benefit of experience as well as the need for new ideas. Accordingly, we have a tenure policy where the Board will seek to maintain an average Board tenure of ten years or less for its independent directors. In addition, in September 2024, as part of our commitment to continued Board refreshment, we announced the appointment of two independent directors with significant experience and proven track records of leading R&D in the life sciences and biopharmaceutical industries, a skillset we identified as an area of focus. These appointments further strengthen the Board’s oversight of our strategic direction as we expand our portfolio. With these latest additions, seven of our ten independent directors have been appointed since 2019.

Biogen remains committed to broadening access to quality healthcare for as many patients as possible. For instance, since the acquisition of Reata, we have expanded the availability of SKYCLARYS, the only therapy for people living with FA, from U.S. approval to now approved in 39 countries. Our aim to advance better health goes beyond our medicines. It involves mobilizing the passion of our employees alongside activating our philanthropic strategy to help build healthier communities. In 2024, through Biogen, the Biogen Foundation and Biogen’s community laboratories, we expanded access to healthcare, address social determinants of health and broaden the life sciences talent pipeline.

Together with my colleagues on the Board and the executive leadership team, I look forward to helping Biogen deliver more for patients and for stockholders in 2025 and beyond. Thank you for your continued support of our efforts.

Caroline Dorsa

Chair of the Board

On behalf of the Board of Directors of Biogen Inc.

Executive Pay Structure Aligns with Compensation Philosophy

Executive Pay Structure Aligns with Compensation Philosophy

How Our Pay Practices Align with Our Philosophy

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Executive Pay Structure Aligns with Compensation Philosophy

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Notice of 2025 Annual Meeting of Stockholders

By Order of Our Board of Directors,

Wendell Taylor,

Chief Corporation Counsel, Secretary

225 Binney Street

Cambridge, Massachusetts 02142

April 25, 2025

This Notice of 2025 Annual Meeting of Stockholders and Proxy Statement are first being sent to stockholders on or about April 25, 2025.

Our 2024 Annual Report on Form 10-K is being sent with this Notice of 2025 Annual Meeting of Stockholders and Proxy Statement.

Table of Contents

Table of Contents

2025 Proxy Statement

Proxy Statement Summary

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.

Vote Right Away Through Advance Voting Methods						Vote During Meeting
		Vote by Internet Using Your Computer Go to www.proxyvote.com and enter the Control Number provided in your Notice of Internet Availability of Proxy Materials (Notice), or if you received a printed copy of proxy materials, on your 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 telephone number on your Notice, proxy card or voting instruction form. You will need the Control Number provided on your Notice, or if you received a printed copy of the proxy materials, 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.

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Proposal 1 — Election of Directors

Proposal 1 — Election of Directors

We are asking our stockholders to elect the 11 director nominees listed below to each serve a one-year term extending until our 2026 annual meeting of stockholders and until he or she is duly elected and qualified, unless they resign or are removed:

Our Board has nominated these 11 individuals based on its carefully considered judgment that the skills, contributions, backgrounds, perspectives and experiences of our nominees qualify them to serve on our Board. 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 being named in this Proxy Statement and to serve if elected.

To be elected, a director nominee must receive the affirmative vote of a majority of the votes cast. Abstentions and broker non-votes, if any, are not considered votes cast under our bylaws and will have no effect on the results of this vote. For additional information please see also “What vote is required to approve each proposal and how are votes counted?” on page 55. If any nominee is unable to serve on our Board, the stock represented by your proxy will be voted for the election of such other person as may be nominated by our Board or alternatively, the number of directors may be reduced accordingly by our Board. 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 nominee(s) has consented to being named in the revised proxy statement and to serve if elected.

* Age and Committee memberships are as of April 25, 2025.

C – Chair; M – Member

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Proposal 1 — Election of Directors

Summary of Director Nominee Core Experiences and Skills

Our Board is comprised of highly qualified leaders in their respective fields, and as a group possesses a deep and broad set of skills, contributions, backgrounds, perspectives and experiences that facilitate strong oversight and strategic direction for a pioneering biotechnology company. Our Board and our Board’s Corporate Governance Committee (CGC) believe the skills, contributions, backgrounds and experiences of our directors provide us not only with a wide range, but also the appropriate mix, of perspectives to effectively address our evolving needs and represent the best interests of our stockholders.

The following chart summarizes the competencies and background of each director nominee. The details of each nominee’s competencies are included in each nominee’s biography.

Key Skills and Experience

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

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Commercial Knowledge of creating and sustaining revenue streams facilitates oversight of efficient and robust revenue generation

✓

✓

✓

✓

✓

✓

✓

Cybersecurity Technology and information security expertise enhances robust 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 stockholder 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

✓

✓

✓

✓

✓

✓

Background

Gender

F

F

M

F

M

M

M

M

M

M

M

Asian

✓

Hispanic or Latino

✓

✓

White

✓

✓

✓

✓

✓

✓

✓

Did not Disclose Demographic Background

✓

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Proposal 1 — Election of Directors

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NAMED NOMINEES. PROXIES WILL BE

VOTED “FOR” THE ELECTION OF THE NOMINEES UNLESS OTHERWISE SPECIFIED.

Set forth below is biographical information for each nominee and a summary of the specific skills, contributions, background and experiences which led our Board to conclude that each nominee should serve on the Board at this time.

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Proposal 1 — Election of Directors

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Proposal 1 — Election of Directors

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Proposal 1 — Election of Directors

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Proposal 1 — Election of Directors

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Proposal 1 — Election of Directors

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Corporate Governance

Corporate Governance

Corporate Governance Highlights

We believe that our Board’s primary functions are to appoint and evaluate our CEO and hold management accountable, oversee strategy and strategic direction, oversee key strategic, operational and compliance risks and work to achieve optimal capital allocation such that long-term stockholder value is maximized. We are committed to the highest standards of ethics, business integrity and corporate governance, which we believe will help 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 and management, provide a structure that allows our Board to set objectives and monitor performance, facilitate the efficient use of resources and enhance stockholder value.

Our Corporate Governance Principles are reviewed at least annually by the CGC and are amended from time to time in response to changing regulatory requirements, evolving governance practices and trends and issues raised by our stockholders. In addition, Board members are also subject to our Code of Business Conduct. Our Corporate Governance Principles, together with our committee charters, Bylaws, Amended and Restated Certification of Incorporation (Certificate of Incorporation) and Code of Business Conduct, comprise our governance framework, each of which may be found at our website, www.biogen.com, under the “Corporate Governance” subsection of the “Investors” section of the website.

How our corporate governance practices align with our key governance principles is set forth in the table below.

Commitment to Stockholder Engagement

We value the views of our stockholders and feedback received serves as a valuable input to Board and committee discussions and informs actions designed to increase long-term stockholder value. To support maintaining an open dialogue with our stockholders, the CGC leads our Board’s efforts on director-stockholder engagement and directs discussions with stockholders to the appropriate

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Corporate Governance

Board and committee members. To demonstrate our commitment to stockholder engagement, we have adopted a policy that on an annual basis, our independent directors, led by our Chair of the CGC, will seek to engage with our top 10 stockholders to better understand their perspectives on a variety of issues, including our business strategy, capital allocation, corporate governance, executive compensation and corporate social responsibility initiatives.

In addition, our CFO and investor relations group lead our management team in investor meetings throughout the year to discuss our business, strategy and financial results. Meetings included in-person and virtual meetings, telephone and webcast conferences.

We remain committed to regular dialogue with our stockholders to increase transparency and better understand our stockholder base and their perspectives. 

Board Leadership Structure

Independent Chair Leadership

The Board regularly reviews its leadership structure to evaluate whether it continues to best serve the needs of the company and its stockholders. We believe that having an independent Chair promotes a greater role for independent directors in the oversight of the company, including overseeing the strategic direction of the company and oversight of material risks facing the company. Additionally, it encourages active participation by the independent directors in the work of our Board, enhances our Board’s role of representing stockholders’ interests and improves our Board’s ability to supervise and evaluate our CEO and other executive officers. Further, separation of the Chair and CEO roles allows our CEO to focus on operating and managing the company while leveraging our independent Chair’s experience and perspectives. Among other responsibilities, our Chair:

Director Independence

All of our directors and nominees for director, other than Mr. Viehbacher, our President and CEO, satisfy the Nasdaq independence requirements, as determined by our Board. All members of the Board’s standing committees satisfy the Nasdaq independence requirements. In addition, all members of our Audit Committee and our CMDC meet the additional U.S. Securities and Exchange Commission (SEC) and Nasdaq independence and expertise requirements applicable specifically to audit and compensation committee members, respectively, as determined by our Board.

Process for Selecting Directors and Director Qualifications

Board Composition

Board composition is one of the most critical areas of focus for our Board. Reflecting our Board’s commitment to refreshment, seven of our independent directors have joined since 2019. Our CGC regularly screens and recommends candidates for nomination by the full Board and, among other things, considers feedback received during the annual Board and committee evaluation process, stockholder feedback, our qualification guidelines and skills matrix and director commitment levels. Candidates who are recommended by stockholders will be considered in the same manner as other candidates. For all potential candidates, our CGC will consider all factors it deems relevant, including at a minimum those listed below in the subsection entitled “Director Qualifications.” Director nominations are recommended by our CGC to our Board and must be approved by our Board. For more information on the process for nomination of directors by stockholders please see “Stockholder Proposals” on page 59.

Director Qualifications

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Corporate Governance

Our Nomination Processes

Our CGC leads our Board’s process for identifying, evaluating and selecting directors. Our CGC uses a variety of methods to help identify potential Board candidates and considers an assessment of current Board skills, backgrounds, perspectives and experiences to evaluate candidates for recommendation to our Board for approval. Our CGC assesses potential candidates based on their history of achievement, the breadth of their business experiences, whether they bring specific skills or expertise in areas that our CGC has identified as desired and whether they possess personal attributes and experiences that will contribute to the sound functioning of our Board.

Our Board’s process (i) leverages the Board’s succession and refreshment practices to identify skills and expertise needed on our Board, (ii) uses an independent search firm to support our CGC in conducting a broad search through a diverse pool of potential candidates and to help identify, evaluate and conduct diligence on potential candidates and (iii) provides stockholders with greater transparency on the nomination process and its objectives. Our process comprises the following:

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Corporate Governance

Fall 2024 Nomination Process in Action

After the 2024 Annual Meeting and consistent with our Board’s nomination process which includes an ongoing review of Board succession plans and refreshment, our CGC conducted a needs assessment which included an evaluation of the size of our Board, committee composition, skills and mix of tenures, perspectives, backgrounds and experiences present on our Board. As a result of this needs assessment, our CGC determined that our Board should seek candidates with a broad range of skills, including, but not limited to, possessing skills in research and development. Our CGC hired an independent search firm to aid us in assembling a pool of candidates and evaluating their capabilities. As a result of our process set forth above, our CGC recommended and our Board, after all directors had the opportunity to interview candidates, elected Dr. Minor and Dr. Pangalos, two scientists with extensive experience in research and development.

Board Succession Planning and Refreshment

Our CGC continually reviews our Board’s composition to identify the skills needed on our Board to help oversee our company both in the near term and into the future. Ongoing strategic board succession planning, along with our average board tenure policy, are designed to ensure that our Board continues to maintain an appropriate mix of skills, backgrounds, perspectives and experiences to provide fresh perspectives and effective oversight and guidance to management.

Our CGC evaluates what additional skills and expertise may be needed near term and in the future based on the company’s strategy and potential director departures. Our CGC then compares those skills to those of the current directors to identify additional skills and experiences that would be beneficial to our Board. Our CGC then targets the identification and recruitment of individuals who have the qualifications identified through this process.

Our Board does not believe that arbitrary term limits on directors’ service are appropriate. In 2023, in consideration of a number of factors, including stockholder feedback, we revised 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. We believe this policy promotes better succession planning by balancing the benefit of fresh perspectives that new directors may bring with the institutional knowledge and experience that longer-tenured directors possess.

Board Committee Refreshment

Our Board, led by our CGC, reviews and determines the composition of committees and appoints the committee Chairs. Through periodic committee refreshment, we balance the benefits derived from continuity and depth of experience with those gained from fresh perspectives and enhancements to our directors’ understanding of different aspects of our business. In 2024, we refreshed the Board’s committee composition.

Regular Board and Committee Evaluations

Board and committee evaluations are critical to 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 and committee refreshment.

CEO and Management Succession Planning

Our Board strives to ensure that we have the right management talent to pursue our strategies successfully. The entire Board is involved in the critical aspects of CEO and other senior management succession planning processes, including establishing selection criteria that reflect our business strategies, identifying essential capabilities and competencies, and evaluating potential candidate(s). Succession is regularly discussed with the CEO as well as without the CEO present in executive sessions of our Board.

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Corporate Governance

Our Board and our CMDC meet at least once a year to conduct a detailed talent review which includes a review of the company’s talent strategies, leadership pipeline and succession plans for key executive positions. We believe that maintaining our strong culture and adhering to our principles will ensure that we attract, retain and develop the right talent to lead the company and successfully execute our corporate strategy in the future.

Annual Elections and Majority Voting

Directors are elected by a majority of the votes cast in uncontested elections and by a plurality of votes cast in contested elections. In addition, following their election or appointment to the Board by our Board or election by stockholders, 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 the directors stand for reelection and (2) acceptance of such resignation by our Board. If an incumbent director fails to receive the number of votes required for reelection, our Board (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 the company to fail to meet any applicable listing standards or would violate state or federal law. Our Board will promptly disclose its decision in a filing with the SEC.

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Corporate Governance

Committees and Meetings

Our Board met eight times in 2024. Our Board also has three standing committees, the Audit Committee, CMDC and CGC. The principal functions of each committee, the committee composition as of December 31, 2024, and the number of committee meetings held in 2024 are described in the table below. The Chair of each committee periodically reports to our Board on committee deliberations and decisions. Our Board maintains charters of each of its committees and the charters are reviewed at least annually. The charters for each of the committees are posted on our website, www.biogen.com, under the “Corporate Governance” subsection of the “Investors” section of the website. Our Corporate Governance Principles, together with our committee charters, Bylaws, Certificate of Incorporation and Code of Business Conduct, comprise our governance framework.

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Corporate Governance

The Board’s Role in Risk Oversight

Our Board believes that a fundamental part of risk management is identifying and understanding the risks we face, monitoring these risks and adopting appropriate controls and strategies designed to mitigate such risks. We have a company-wide ERM program to identify, mitigate and monitor enterprise level risks that may affect our ability to achieve the company’s objectives. Our Board oversees an enterprise-wide approach to risk management, which is designed to support execution of our strategy and achievement of our objectives to improve long-term operational and financial performance, preserve our reputation and enhance stockholder value. Our Board and its committees review our risk framework and governance and oversee management’s exercise of its responsibility to assess, monitor and manage the company’s significant risk exposures.

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

The ERM program is overseen by our executive committee acting as the ERM Committee. On an ongoing basis, the ERM Committee evaluates the greatest risks to our business, their underlying risk drivers and the associated mitigation activities and controls. Annually, the ERM Committee provides our Board with a detailed review of the ERM program and key enterprise-level and emerging risks. Emerging risks that do not rise to the level of enterprise-level risk are assessed and actively managed and monitored by senior management.

We believe that the areas of risk that are fundamental to the success of our enterprise and rise to enterprise-level risks include, but are not limited to, those set forth in the risk factors section of our periodic SEC filings, including risks associated with product development, patient safety, product quality, patient supply, value (which includes pricing) and access, commercialization, business development, as well as protecting our assets (physical, financial, intellectual property, and information, including cybersecurity), all of which are managed by senior management reporting directly to the CEO and overseen by our ERM Committee.

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

Compensation Risk Assessment

The Compensation Discussion and Analysis (CD&A) section of this Proxy Statement describes the compensation policies, programs and practices that apply to our executive officers, including our NEOs listed on page 25. Our goal setting, performance assessment and compensation decision-making processes described in the CD&A generally apply to all employees. Our executive compensation

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Corporate Governance

comprises three components: salary, annual bonus plan and an LTI program. Our annual bonus plan 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 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 that govern our executive compensation programs. These controls include our CMDC’s 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 for its approval). In addition, the independent compensation consultant reviews the processes, controls and design of our sales incentive compensation plans, which are market specific compensation frameworks that reward Biogen’s salespeople based on their performance.

Our CMDC, working with an 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 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.

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 2024. Mr. Viehbacher, our President and CEO, did not receive any additional compensation for his service on our Board.

Our CMDC has the authority to evaluate and make recommendations to our Board regarding non-employee director compensation which includes an annual cash retainer, additional cash retainer for committee service and equity award grant. The cash retainers and equity awards are approved by our Board, with the Chair abstaining from voting on the Chair’s equity award.

Our CMDC periodically reviews our non-employee director compensation practices against the practices of an appropriate peer group and our CMDC has the authority to retain consultants to advise on non-employee director compensation matters, including in support of our CMDC’s periodic review of non-employee director compensation practices. No executive officer has any role in determining or recommending the form or amount of non-employee director compensation.

Retainers and Expenses

The following table presents the annual cash retainers, paid in four equal quarterly installments, for all non-employee directors in effect in 2024, which did not change from 2023:

Our non-employee directors may defer all or part of their cash retainer pursuant to our Voluntary Board of Directors Savings Plan, which is similar to our Supplemental Savings Plan (SSP) described in the narrative preceding the “2024 Non-Qualified Deferred Compensation” table in Part 6 – Executive Compensation Tables of this Proxy Statement on page 40, but without any company matching contributions. If a non-employee director chooses to defer cash 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 cash compensation was actually invested in the notional investment(s) selected by the director or in a default

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Corporate Governance

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 2024 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 and any of its committees as well as other expenses incurred in connection with their service to the Board or any of its committees.

Equity Awards

Awards Under Our 2024 Omnibus Equity Plan

Our non-employee directors receive equity awards under our Biogen Inc. 2024 Omnibus Equity Plan (the 2024 Omnibus Equity Plan). The 2024 Omnibus Equity Plan was approved by our stockholders at our 2024 Annual Meeting.

General Provisions of the 2024 Omnibus Equity Plan

Non-employee directors receive an annual equity award under the 2024 Omnibus Equity Plan effective on the date of each annual meeting of stockholders. Under the 2024 Omnibus Equity Plan, no director may be paid or granted, in any fiscal year, cash compensation and equity awards with an aggregate value greater than $1 million. Any compensation that is deferred will be counted toward the director compensation limit for the year in which it was first granted, and not when paid or settled (if later).

Annual equity awards vest on the earlier of (i) the first anniversary of the date of grant or over such longer period and in such increments as our CMDC may determine or (ii) at the annual meeting after grant of such annual equity award.

Awards granted under the 2024 Omnibus 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 (CIC) (as such terms are defined in the 2024 Omnibus Equity Plan).

Awards During 2024

In 2024 our CMDC recommended, and our Board approved, annual equity awards with a grant date fair value of approximately $300,000 for each non-employee director and an additional annual equity award with a grant date fair value of approximately $100,000 for the non-employee Chair of the Board. These annual equity awards were below the limits set forth in the 2024 Omnibus Equity Plan described above. In 2024, after a review of our director compensation practices compared to peer group the additional annual equity award for the non-employee Chair of the Board was reduced from $170,000 to $100,000 and the non-employee director grant was increased from $270,000 to $300,000. The 2024 annual equity 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 2025 Annual Meeting, generally subject to the director’s continued service.

10b5-1 Trading Plans

Under our Insider Trading and Information Policy our non-employee directors must use pre-established trading plans to sell 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 nonpublic 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 procedures to protect against insider trading 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:

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Corporate Governance

2024 Director Compensation

Notes to the 2024 Director Compensation Table

Director Equity Awards Outstanding at 2024 Fiscal Year-End

The following table summarizes the equity awards that were outstanding as of December 31, 2024, for each of the non-employee directors serving as of December 31, 2024.

Notes to the Director Equity Awards Outstanding at 2024 Fiscal Year-End Table

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Corporate Governance

Corporate Responsibility

Culture and Essentials

Our values and merit-based culture guide every action we take, from pioneering new therapies to promoting health access for all patients. To continue to build on our strong culture, we implemented the New Biogen Way, aimed at maintaining our spirit of innovation and patient-centricity while advancing a more entrepreneurial business mindset and results-focused approach. The New Biogen Way describes the mission and behaviors – pioneer, think broadly, drive results, ethical and inclusive – that provide the foundation for our long-term success.

Corporate Responsibility

Our Corporate Responsibility strategy and programs are designed to deliver meaningful results in the areas where we believe we can have the greatest impact. We have bolstered our efforts in access and health equity and refocused our Biogen Foundation efforts in the communities where we operate and to help deliver better health. Our environmental strategy is designed to balance impact in line with investment and to drive sustainability into our core operations.

Access & Health Equity

We aim to advance access to quality healthcare and medicines so people can live healthier lives. In 2024, all five of our Phase 3 studies met U.S. targets, ensuring clinical trial enrollment reflects the epidemiology of the disease. We leverage data and enrollment criteria for clinical trial site selection, raise awareness through digital outreach campaigns, including creating materials in English and other languages; and we deploy mobile research units at community-based events, making it more convenient for people to learn about clinical research and the opportunity to conduct the pre-screening for a clinical trial.

We also focused on strengthening health systems and providing patients, including those in low- and middle-income countries, with access to medicines. For spinal muscular atrophy (SMA) patients, we expanded SPINRAZA market access to 71 countries. When we acquired Reata in 2023, SKYCLARYS was only approved in the U.S. Now this medicine has been approved in 39 countries. Supplementing our commercial access, we have in place global access mechanisms like EAPs, which provides temporary access to unapproved drug candidates for patients with serious or life-threatening diseases who meet specific eligibility criteria, and charged managed access programs, which provides patients with access to investigational drugs outside of clinical trials when no satisfactory alternative treatments are available. In 2024, we had EAPs in approximately 40 countries.

We expanded stakeholder outreach around multiple focus areas, supporting and participating in hundreds of events and sitting on corporate advisory councils for Patient Advocacy Groups (PAGs). We concentrated on rare diseases, participating in more than 120 events, engaging with PAGs, patients and leaders. The insights gained from the discussions allow us to incorporate the voice of patients across the continuum of product development and commercialization.

Workforce & Culture

We strive to provide rewarding merit-based opportunities for all employees, creating a more skilled workforce that allows them to achieve excellence. In 2024, we continued to build a strong, engaged and productive workforce that is equipped to deliver

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Corporate Governance

forward-looking business priorities. We reinforced the New Biogen Way, with more localized decision-making, driving market relevant results and expedited outcomes. In our annual survey, 65% of participating employee respondents said they feel engaged at work, while voluntary turnover remained stable at approximately 10%. We believe this reflects our strong position in the talent marketplace.

We are committed to ensuring employees receive equal pay for equal work, consistent with our philosophy on merit-based wage fairness. We analyzed compensation for our global workforce, examining geography, responsibilities, level, performance and a wide range of other criteria. Our analysis shows that fairness is embedded into our merit-based workplace and in our compensation practices.

Since the New Biogen Way involves greater spans of control, in 2024, we prioritized enhancing managerial capabilities and pathways for individual career development. We believe this focus is delivering a more consistent employee experience and effectively equipping our workforce with a consistent framework and tools for development. These areas will remain a priority in 2025.

Our workforce efforts are delivering results, with Biogen earning Great Place to Work^® Certification in 27 countries and/or territories in which we operate. Employees in the respective markets completed a Trust Index with questions about collaboration and communication.

Community Impact

We executed our refocused approach to community impact and launched a new Biogen Foundation strategy to broaden our impact to deliver better health in the communities where we operate. Our community approach intertwines corporate sponsorships, the Biogen Foundation, the newly refreshed CoLab, as discussed below, and employee engagement to multiply the impact.

Our philanthropic work bolstered employee engagement through volunteering, giving, event participation and by connecting employees to nonprofits important to Biogen. More than 1,000 global colleagues supported roughly 70 nonprofits during our annual Caring Deeply season, increasing the benefit made by Biogen Foundation grants.

In 2022, when we celebrated the 20th anniversary of Biogen’s Community Lab, the first hands-on corporate community science lab in the U.S., we set a goal to engage a cumulative total of 90,000 students in science. With Biogen Foundation grants, that goal has now been achieved. For expanded reach and impact, in 2024, we relaunched the Community Lab as the “CoLab,” opening our doors to leading nonprofits in addition to schools in the Greater Boston and Research Triangle Park (RTP), North Carolina areas. Working with nonprofit collaborators in the pilot year, we increased the variety of programming and expanded to post-high school students and career-seekers.

Environment

Environmental sustainability can help contribute to business sustainability over the long term by enhancing efficiency, compliance and risk reduction. Our approach to environmental issues continues to focus on three pillars: sustainable operations, responsible product development and engaged suppliers.

Aligning our environmental policies and actions with regulations in key markets has helped us increase operational efficiency, advance our end-of-life asset replacement strategy and maximize return on investment. Our targets are to achieve a 50% reduction of Scope 1 emissions globally by 2030 from a 2019 baseline and achieve net-zero market-based Scope 2 emissions.

We have made progress on these goals by increasing operational efficiency and advancing our end-of-life asset replacement strategy, realizing a 16% reduction in Scope 1 emissions since 2019. In 2024, we celebrated 10 years of sourcing 100% renewable electricity in all markets where we operate and entered into two new virtual purchase power agreements, for a total of three. Thanks to these and other efforts, including permanent removals of residual greenhouse gas emissions, we have significantly reduced our market-based Scope 2 emissions, bringing us closer to our net-zero market-based target.

We also sustained 100% lab certification in the My Green Lab program, a nonprofit program recognized by the United Nations Race to Zero campaign as the leading standard for laboratory sustainability.

We also have strong employee interest in sustainability, and we worked to further align the efforts of ourIMPACT, our environment-focused employee resource group, with our business operations.

Biogen’s Corporate Responsibility Report provides more detail about our corporate responsibility initiatives, priorities and achievements, which will be posted on our website www.biogen.com, under the “Reporting and Principles” subsection of the “Responsibility” section of the website. References to Biogen’s Corporate Responsibility Report are for informational purposes only and neither our Corporate Responsibility Report nor the other information on our website is incorporated by reference into this Proxy Statement.

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Proposal 2 – Ratification of the Selection of Independent Registered Public Accountants

Proposal 2 – Ratification of the Selection of Our Independent Registered Public Accountants

Our Audit Committee is directly responsible for the appointment, compensation, retention, evaluation and oversight of the independent registered public accounting firm retained to audit our consolidated financial statements. Our Audit Committee has selected PricewaterhouseCoopers LLP (PwC) as our independent registered public accounting firm for the fiscal year ending December 31, 2025. PwC has served as our independent registered public accounting firm since 2003.

To assure continuing auditor independence, our Audit Committee periodically considers whether there should be a rotation of the independent registered public accounting firm. Additionally, in accordance with SEC rules and PwC policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide audit services to our company. For lead and concurring review partners, the maximum number of consecutive years of service in that capacity is five years. Further, in conjunction with the rotation of the auditing firm’s lead engagement partner required by applicable SEC rules and PwC policies, 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.

The affirmative vote of a majority of the total number of votes having voting power present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal is required to ratify the selection of PwC as our independent registered public accounting firm. Abstentions will have the effect of votes against the proposal. Brokers generally have discretionary authority to vote on the ratification of the selection of our independent registered public accounting firm, thus we do not expect any broker non-votes on this proposal. Although stockholder approval of our Audit Committee’s selection of PwC is not required, our Board 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.

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Proposal 2 – Ratification of the Selection of Independent Registered Public Accountants

Audit Committee Report

The Audit Committee’s role is to act on behalf of our Board 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, 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:

In reliance on these reviews and discussions, the Audit Committee recommended to our Board that the audited consolidated financial statements be included in Biogen’s 2024 Annual Report on Form 10-K, for filing with the SEC.

The Audit Committee of our Board of Directors:

William A. Hawkins (Chair)

Lloyd Minor

Monish Patolawala

Stephen A. Sherwin, M.D.

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Proposal 2 – Ratification of the 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, 2024 and December 31, 2023, and fees billed to us by PwC for other services provided during 2024 and 2023:

Audit fees are fees for the audit of our 2024 and 2023 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. 2023 fees included assessments on cyber maturity and external stakeholder engagement.

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 CFO 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 2024 and 2023 were pre-approved in accordance with this policy.

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Proposal 3 – Advisory Vote on Executive Compensation

Proposal 3 – Advisory Vote on Executive Compensation

Our CD&A, which appears below, provides an overview of our 2024 executive compensation program, as well as a description of the compensation decisions that our CMDC and Board made with respect to the 2024 compensation of our NEOs. This year our CD&A also includes a discussion of the stockholder engagement we had in 2024 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.”

Because the Advisory Vote on Executive Compensation asks for a non-binding, advisory vote, there is no “required vote” that would constitute approval. Abstentions will have the effect of a vote against the proposal, and broker non-votes, if any, will not have any effect on the results of those deliberations. 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 will consider the outcome of the vote when making future compensation decisions for our NEOs. As we describe in our CD&A, our executive compensation programs embody a strong 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.

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Compensation Discussion and Analysis

Our Named Executive Officers for 2024

Our named executive officers are listed below.

Stockholder Feedback on Executive Compensation

At the 2024 Annual Meeting our Say on Pay proposal received over 95% support. Following the 2024 Annual Meeting, our CMDC Chair, in conjunction with the Chair of the Board and Chair of the Audit Committee, continued to engage directly with stockholders including reaching out to our top 10 stockholders. The feedback related to our executive compensation program included:

In summary, stockholders reiterated their support for the executive compensation program, recognizing its alignment with company performance and creation of long-term stockholder value.

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Compensation Discussion and Analysis

Executive Summary of 2024 Achievements

In 2024 we continued to make progress toward our goal of long-term sustainable growth. This was demonstrated by exercising strong financial discipline following our Fit for Growth initiative, executing on our new product launches aligned with our strongest potential growth drivers, and developing our potentially transformative pipeline through internal development efforts as well as external strategic transactions.

Significant achievements in 2024 include: