Board of Directors (continued)

Director Equity Outstanding at 2020 Fiscal Year-End

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

Option Awards

Stock Awards⁽¹⁾

Name

Number of
Securities
Underlying
Unexercised
Options

Number of

Shares or Units

of Stock That

Have Not Vested

Alexander J. Denner

—

890

Caroline D. Dorsa

—

890

William A. Hawkins

—

890

Nancy L. Leaming

—

890

Jesus B. Mantas

—

890

Richard C. Mulligan

—

890

Robert W. Pangia

—

890

Stelios Papadopoulos

—

1,470

Brian S. Posner

—

	890
Eric K. Rowinsky	—	890
Lynn Schenk⁽²⁾	—	—
Stephen A. Sherwin	—	890
28

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

(1)

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

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

Board Risk Oversight

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

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

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

~~Audit Committee Matters~~
23
LOGO
LOGO

Board of Directors (continued)

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

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

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



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

Compensation Risk Assessment

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

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


		24

Board of Directors (continued)

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

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


		25

Stock Ownership

STOCK OWNERSHIP

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

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

each of our named executive officers;

each of our directors and nominees for director; and

all of our directors and executive officers as a group.

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

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



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

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


		26

Stock Ownership (continued)

~~Audit and Other Fees~~

(1)	The ~~following table shows fees for professional audit services billed to us by PwC for the audit~~shares described as “owned” are shares of our ~~annual consolidated financial statements~~common stock directly or indirectly owned by each listed person, rounded up to the nearest whole share.

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

(3)

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

(4)	Based solely on information as of December 31, ~~2018,~~2020, contained in a Schedule 13G/A filed with the SEC by PRIMECAP Management Company on February 12, 2021, which also indicates that it has sole voting power over 15,443,182 shares and sole dispositive power over 15,822,066 shares.

(5)

Based solely on information as of December 31, ~~2017, and fees billed to us~~2020, contained in a Schedule 13G/A filed with the SEC by ~~PwC for other services provided during 2018 and 2017:~~

Fees
(amounts in thousands)
   2018    2017
Audit fees
   $ 5,177.6    $ 5,036.3
Audit-related fees
   302.0    281.2
Tax fees*
   609.0    381.0
All other fees
   322.1    7.1
Total
   $ 6,410.7    $ 5,705.6

*	~~Includes tax compliance fees of approximately $0.1 million in 2018 and 2017.~~

~~Audit fees~~~~are fees for the audit of our 2018 and 2017 consolidated financial statements included in our Annual Reports~~BlackRock, Inc. on ~~Form10-K,~~ ~~reviews of our condensed consolidated financial statements included in our Quarterly Reports on Form10-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~~January 29, 2021, which also indicates that principally relate to assurance and related services that are also performed by our independent registered public accounting firm. More specifically, these services include audits of employee benefit plan information, accounting consultations, due diligence and audits in connection with business development activity, internal control reviews and attest services related to financial reporting that are not required by statute or regulation.

~~Tax fees~~~~are fees for tax compliance and planning services. The increase in fees incurred in 2018 is driven by incremental support for international tax matters.~~

~~All other fees~~~~in 2018 include $0.3 million related to consultation services~~it has sole voting power with respect to ~~supply chain optimization strategies for~~11,672,922 shares and sole dispositive power with respect to 13,419,601 shares.

(6)

Based solely on information as of December 31, 2020, contained in a Schedule 13G/A filed with the ~~development of new products~~SEC by The Vanguard Group on February 10, 2021, which also indicates that it has sole dispositive power with respect to 11,213,323 shares, shared voting power with respect to 259,934 shares and ~~services. All other fees in 2018~~shared dispositive power with respect to 638,187 shares.

(7)

Mr. Capello ceased to be our Executive Vice President and ~~2017 also includelicense fees for aweb-based~~ ~~accounting research tool.~~

~~Policy onPre-Approval~~ ~~of Audit andNon-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 mustpre-approve~~ ~~any audit andnon-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 andpre-approves~~ ~~the audit, audit-related, tax and other permissiblenon-audit~~ ~~services that can be provided by the independent registered public accounting firm. After the annual review, any proposed services exceedingpre-set~~ ~~levels or amounts, or additional services not previously approved requires separatepre-approval~~ ~~by our Audit Committee or the Chair of our Audit Committee. Anypre-approval~~ ~~decision made by the Chair of our Audit Committee is reported to our Audit Committee at the next regularly scheduled Audit Committee meeting. Our~~ Chief Financial Officer on August 15, 2020, and ~~our~~separated from the Company on September 15, 2020.

(8)

Includes 643,000 shares beneficially owned by funds and accounts managed by Sarissa Capital Management LP, a Delaware limited partnership (Sarissa Capital). Dr. Denner is the Chief ~~Accounting~~Investment Officer ~~can approve up to an additional $50,000 in~~of Sarissa Capital and ultimately controls the ~~aggregate per calendar year for categories of services that our Audit Committee (or the Chair through its delegated authority) haspre-approved.~~

~~All~~funds and accounts managed by Sarissa Capital. By virtue of the ~~services provided by PwC during 2018 and 2017 were~~foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule ~~pre-approved~~13d-3 ~~in accordance with this policy.~~


29

~~Executive Compensation Matters~~of the Exchange Act) the 643,000 shares that those entities beneficially own. Dr. Denner disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

(9)



		~~Proposal 3 – Advisory Vote on Executive Compensation~~

~~Our Compensation Discussion and Analysis,~~Includes 16,000 shares beneficially owned by Robin Drive, LLC, of which ~~appears below, describes our executive compensation programs and~~Mr. Pangia’s wife is the ~~compensation decisions that our C&MD Committee and~~Trustee. Mr. Pangia is retiring from our Board of Directors, ~~made with respect to the 2018 compensation of our named executive officers. As required pursuant to Section 14A~~effective as of the ~~Exchange Act, our Board~~Annual Meeting.

(10)	Includes 28,206 shares held in limited liability companies of ~~Directors~~which Dr. Papadopoulos is ~~asking that stockholders cast anon-binding,~~ ~~advisory vote FOR~~ the ~~following resolution:~~sole manager.

(11)

~~“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of RegulationS-K,~~ ~~including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”~~Includes 688,175 shares held indirectly through trusts, funds, defined benefit plans or limited liability companies.

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

~~As we describe in our Compensation Discussion and Analysis, our executive compensation programs embody apay-for-performance~~ philosophy that supports our business strategy and aligns the interests of our executives with those of our stockholders. In particular, our compensation programs reward financial, strategic and operational performance and the goals set under our plans support our short- and long-range plans. In addition, to discourage excessive risk taking, we maintain policies for stock ownership and our equity and annual bonus incentive plans have provisions providing for the recoupment of compensation. We also cap payments under our annual bonus plan and we generally require multi-year vesting periods for long-term incentive awards.27

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

~~OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE~~

~~FOR~~ ~~THE APPROVAL OF THE RESOLUTION SET FORTH ABOVE.~~


30

Audit Committee Matters

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

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

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

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

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

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

THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC

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


		28

Audit Committee Matters (continued)

Audit Committee Report

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

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

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

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

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

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

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

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

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

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

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

The Audit Committee of our Board of Directors:

Caroline D. Dorsa (Chair)

William A. Hawkins

Nancy L. Leaming

Stephen A. Sherwin, M.D.


		29

Audit Committee Matters (continued)

Audit and Other Fees

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



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

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

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

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

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

Tax fees are fees for tax compliance and planning services.

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

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

Our Audit Committee has the sole authority to approve the scope of the audit and any audit-related services as well as all audit fees and terms. Our Audit Committee must pre-approve any audit and non-audit services provided by our independent registered public accounting firm. Our Audit Committee will not approve the engagement of the independent registered public accounting firm to perform any services that the independent registered public accounting firm would be prohibited from providing under applicable securities laws, Nasdaq requirements or Public Company Accounting Oversight Board rules. In assessing whether to approve the use of our independent registered public accounting firm to provide permitted non-audit services, our Audit Committee tries to minimize relationships that could appear to impair the objectivity of our independent registered public accounting firm. Our Audit Committee will approve permitted non-audit services by our independent registered public accounting firm only when it will be more effective or economical to have such services provided by our independent registered public accounting firm than by another firm.

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

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


		30

Executive Compensation Matters



		Proposal 3 – Advisory Vote on Executive Compensation

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

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

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

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

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

OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE

FOR THE APPROVAL OF THE RESOLUTION SET FORTH ABOVE.


		31

Executive Compensation Matters (continued)

COMPENSATION DISCUSSION AND ANALYSIS

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

Michel Vounatsos

Chief Executive Officer

Susan H. Alexander

Executive Vice President,

Chief Legal Officer and Secretary

Michael R. McDonnell*

Executive Vice President and

Chief Financial Officer

Chirfi Guindo

Executive Vice President,

Global Product Strategy and Commercialization

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

Executive Vice President,

Research and Development

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

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

Executive Summary

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

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

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

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

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


		32

Executive Compensation Matters (continued)

~~COMPENSATION DISCUSSION AND ANALYSIS~~

This Compensation Discussion and Analysis (CD&A) describes our compensation strategy, philosophy, policies and practices underlying our executive compensation programs for 2018. It also provides information regarding the manner and context in which compensation was earned by and awarded to our 2018 named executive officers listed below, whom we refer to collectively as “named executive officers” or “NEOs.”

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

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

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

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

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

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

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

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

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

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

~~Michel Vounatsos~~

~~Chief Executive Officer~~

~~Susan H. Alexander~~

~~Executive Vice President,~~

~~Chief Legal Officer and Secretary~~

~~Jeffrey D. Capello~~

~~Executive Vice President and~~

~~Chief Financial Officer~~

~~Paul F. McKenzie, Ph.D.~~

~~Executive Vice President,~~

~~Pharmaceutical Operations & Technology~~

~~Michael Ehlers, M.D., Ph.D.~~

~~Executive Vice President,~~

~~Research and Development~~

LOGO

Executive Compensation Matters (continued)

~~Executive Summary~~

~~2018 Highlights~~

We had a productive and successful 2018. We generated record revenues of $13.5 billion for the year, demonstrated resilience in our MS business, continued a strong global launch for SPINRAZA, the first approved treatment for SMA, and made significant progress in our biosimilars business.

~~We added six clinical programs across our strategic core and emerging growth areas and had a strong year for business development.~~

We provided value to our stockholders through the return of approximately $4.4 billion in capital through share repurchases and we continued our leading efforts in environmental, sustainability and diversity matters.

Our executive compensation programs for 2018 were aligned with stockholder interests as compensation earned under these programs was closely-linked to the achievement of our corporate performance goals.

We achieved or exceeded the vast majority of the corporate performance goals that we set at the beginning of the year under our incentive compensation plans and, accordingly, the payouts under these plans for 2018 were above target payout levels.


31

2020 Highlights

~~Executive Compensation Matters~~ ~~(continued)~~

~~A brief summary of our 2018 business, financial and executive compensation highlights are as follows:~~

~~Financial Performance~~

~~The following chart provides a summary of our financial performance for 2018 compared to 2017:~~

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

~~Total Stockholder Return~~

~~Ourone-,~~ ~~three- and five-year total stockholder return (TSR)* compared to our peer group and the Standard & Poor’s 500 (S&P 500) is set forth below.~~

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

Financial Performance

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

~~TSR is a measure of performance over time that combines changes in share price and dividends paid to show the total return to the stockholder expressed as an annualized percentage.~~

LOGO

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

Product and Pipeline Developments

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

~~Product and Pipeline Developments~~

~~The following provides a summary of our product and pipeline developments for 2018:~~

~~Product Developments~~

~~In March 2018 we and AbbVie Inc. announced the voluntary worldwide withdrawal of ZINBRYTA for relapsing MS (RMS).~~

~~In October 2018 we and Samsung Bioepis launched IMRALDI, an adalimumab biosimilar referencing HUMIRA, in Europe.~~

Applications for Marketing and Agency Actions

Aducanumab

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

In October ~~2018~~2020 the ~~FDA granted BIIB092, ananti-tau~~ ~~mAb, fast track designation~~European Medicines Agency (EMA) accepted for ~~progressive supranuclear palsy (PSP).~~review the Marketing Authorization Application (MAA) for aducanumab.

In December ~~2018 Alkermes~~2020 the Ministry of Health, Labor and Welfare accepted for review the Japanese New Drug Application for aducanumab.

SB11 (referencing LUCENTIS)

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

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

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

In November 2020 we submitted a MAA for VUMERITY (diroximel fumarate; DRF) to the review of BIIB098 (diroximel fumarate). Alkermes is seeking approval of diroximel fumarate under the 505(b)(2) regulatory pathway. If approved, we intend to market diroximel fumarate under the brand name VUMERITY. This name has been conditionally accepted by the FDA and will be confirmed upon approval.EMA.


32		34

Executive Compensation Matters (continued)

~~Clinical Trials~~

~~MS and Neuroimmunology~~

~~In September 2018 we completed enrollment of the Phase 2b AFFINITY study evaluating opicinumab, anti-LINGO, as anadd-on~~ ~~therapy in MS patients who are adequately controlled on their anti-inflammatory disease-modifying therapy (DMT), versus the DMT alone.~~

In November 2018 we initiated the Phase 3b NOVA study evaluating the efficacy and safety of extended interval dosing (every six weeks) for natalizumab compared to standard interval dosing in patients with RMS and enrolled the first patient in December 2018.

In December ~~2018 we dosed~~2020 the ~~first patient in~~European Commission approved a ~~bioequivalence study to test whether exposure levels~~new intramuscular injection route of administration for PLEGRIDY ~~are maintained with intramuscular administration.~~(peginterferon beta-1a) for the treatment of relapsing-remitting MS.

~~Neuromuscular Disorders~~Clinical Trials

•

~~In September 2018 we enrolled the first patient in the Phase 1 study evaluating BIIB078(IONIS-C9~~_Rx~~), an antisense oligonucleotide (ASO) drug candidate, in adults with C9ORF72-associated ALS.~~

•

~~In December 2018 we and our collaboration partner Ionis Pharmaceuticals, Inc. (Ionis) announced results from a positive interim analysis of the ongoing Phase 1 study of BIIB067 (IONIS-SOD1~~_Rx), an investigational treatment for ALS with superoxide dismutase 1 (SOD1) mutations. The interim analysis showed that, over a three-month period, BIIB067 resulted in a statistically significant lowering of SOD1 protein levels in the cerebrospinal fluid and a numerical trend towards slowing of clinical decline as measured by the ALS Functional Rating Scale Revised, both compared to placebo.

Alzheimer’s Disease and Dementia

In ~~May 2018 we initiated~~March 2020 the first patient was dosed in the aducanumab re-dosing study, EMBARK, which is a ~~Phase 2~~global re-dosing clinical study ~~of BIIB092 for~~designed to evaluate aducanumab in eligible Alzheimer’s ~~disease.~~disease patients who were actively enrolled in aducanumab studies (PRIME, EVOLVE, EMERGE and ENGAGE) in March 2019.

In ~~June 2018 we and our collaboration partner Eisai Co., Ltd. (Eisai) announced that elenbecestat,~~September 2020 the ~~oral BACE (beta amyloid cleaving enzyme) inhibitor, demonstrated an acceptable safety and tolerability profile~~first patient was dosed in the Phase ~~2 study, and the results demonstrated a statistically significant difference in amyloid-beta levels in the brain measured by~~3 AHEAD ~~amyloid-PET~~3-45 ~~(positron emission tomography). A numerical slowing of decline in functional~~ clinical ~~scales of a potentially clinically important difference was also observed, although this effect was not statistically significant.~~

~~In December 2017 we and our collaboration partner Eisai announced that the Phase 2~~ study of BAN2401 (lecanemab), an anti-amyloid beta antibody, in individuals with preclinical Alzheimer’s disease who have intermediate or elevated levels of amyloid in their brains. We are collaborating with Eisai on the development of BAN2401.

Neuromuscular Disorders

In March 2020 the first patient was dosed in the global DEVOTE study, which is evaluating the safety, tolerability and potential for even greater efficacy of SPINRAZA when administered at a ~~monoclonal antibody that targets amyloid beta aggregates, an Eisai product candidate~~higher dose than currently approved for the treatment of ~~Alzheimer’s disease, did not meet the criteria for success based on a Bayesian analysis at 12 months as the primary endpoint in an856-patient~~ Phase 2 clinical study, an endpoint that was designed to enable a potentially more rapid entry into Phase 3 development. In July 2018, based upon the final analysis of the data at 18 months, we and Eisai announced that the topline results from the Phase 2 study demonstrated a statistically significant slowing in clinical decline and reduction of amyloid beta accumulated in the brain. The study achieved statistical significance on key predefined endpoints evaluating efficacy at 18 months on slowing progression in Alzheimer’s Disease Composite Score (ADCOMS) and on reduction of amyloid accumulated in the brain as measured using~~amyloid-PET.~~SMA.

In ~~July 2018 we completed enrollment~~September 2020 the first patient in a Phase 1 study of ~~ENGAGE and EMERGE, the Phase 3 studies of aducanumab. In March 2019 we and our collaboration partner Eisai announced that we were discontinuing the EMERGE and ENGAGE Phase 3 studies.~~BIIB105 (ataxin-2 ASO), an antisense oligonucleotide (ASO) targeting ataxin-2 in ALS, was dosed.

Movement Disorders

In ~~January 2018 we dosed~~July 2020 the first patient in the Phase ~~2 SPARK~~1 study of ~~BIIB054,~~a~~-synuclein antibody,~~BIIB101 (ION464), an ASO targeting alpha synuclein in ~~Parkinson’s disease.~~

~~In September 2018 we completed enrollment of the Phase 2 PASSPORT study of BIIB092 for PSP.~~multiple system atrophy, was dosed.

~~Acute Neurology~~Immunology

In ~~March 2018 we dosed~~August 2020 the first patient ~~in the Phase 2 OPUS study of natalizumab in drug-resistant focal epilepsy.~~

~~In September 2018 we enrolled the first patient~~was dosed in the Phase 3 ~~CHARM study~~program for dapirolizumab pegol (anti-CD40L) in patients with active systemic lupus erythematosus despite being treated by standard of ~~BIIB093, glibenclamide IV,~~care therapies. Dapirolizumab pegol is being developed in ~~large hemispheric infarction, a severe form of ischemic stroke.~~collaboration with UCB Pharma S.A.


33

~~Executive Compensation Matters~~ ~~(continued)~~

~~Neurocognitive Disorders~~Biosimilars – Samsung Bioepis – Biogen’s Joint Venture with Samsung BioLogics

In ~~December 2018 we dosed~~May 2020 Samsung Bioepis announced that the ~~first patient~~primary endpoints were met in ~~our~~the randomized, double-masked, Phase ~~2b study~~3 trial comparing the efficacy, safety and immunogenicity of ~~BIIB104 (AMPA) in CIAS.~~SB11 to the reference product (LUCENTIS).

~~Pain~~

In ~~March 2018 we~~June 2020 Samsung Bioepis initiated a Phase 13 study ~~of BIIB095,~~for SB15, a ~~Nav 1.7 inhibitor for neuropathic pain.~~

~~In May 2018 we initiated a Phase 2 study of vixotrigine (BIIB074)~~proposed aflibercept biosimilar referencing EYLEA. EYLEA is widely used to treat ophthalmologic conditions such as neovascular (wet) age-related macular degeneration, macular edema following retinal vein occlusion, diabetic macular edema (DME) and diabetic retinopathy in ~~small fiber neuropathy.~~

~~Other~~

~~In September 2018 we dosed the first patient in the Phase 2b study of BG00011(STX-100)~~ ~~in idiopathic pulmonary fibrosis, a chronic irreversible and ultimately fatal disease characterized by a progressive decline in lung function.~~patients with DME.

Discontinued Programs

In ~~February 2018~~March 2020 we announced that the Phase ~~2b dose-ranging ACTION~~2 OPUS study investigating natalizumab as an adjunctive therapy in ~~individuals~~adults with ~~acute ischemic stroke (AIS)~~drug-resistant focal epilepsy did not meet its primary endpoint. Safety data were in-line with the known safety profile of natalizumab. Based on these results, we discontinued development of natalizumab in ~~AIS. The results of the Phase 2b ACTION study do not impact the benefit-risk profile of natalizumab in approved indications, including MS.~~drug-resistant focal epilepsy.

In October ~~2018~~2020 we announced that ~~we completed~~ the Phase 2b2 AFFINITY study of ~~vixotrigine (BIIB074) for the treatment of painful lumbosacral radiculopathy (PLSR). The study~~opicinumab (anti-LINGO) in MS did not meet its primary or secondary ~~efficacy endpoints and~~endpoints. Based on these results, we discontinued development of ~~vixotrigine for the treatment of PLSR. The safety data were consistent with the safety profile reported in previous studies.~~opicinumab.

Business Development

In ~~January 2018~~March 2020 we acquired ~~BIIB100 from Karyopharm Therapeutics Inc. BIIB100 is~~BIIB118 (CK1 inhibitor), a ~~Phase~~novel CNS-penetrant small molecule inhibitor of casein kinase 1, ~~ready investigational oral compound~~ for the potential treatment of ~~certain~~patients with behavioral and neurological symptoms across various psychiatric and ~~neurodegenerative~~neurological diseases primarily in ALS. BIIB100 is a novel therapeutic candidate that works by inhibiting a protein known as XP01, with the goal of reducing inflammation and neurotoxicity, along with increasing neuroprotective responses.

~~In April 2018 we acquired BIIB104~~ from Pfizer Inc. ~~BIIB104 is afirst-in-class,~~ ~~Phase 2b ready AMPA receptor potentiator~~We are developing BIIB118 for ~~CIAS, representing our first program~~the potential treatment of irregular sleep wake rhythm disorder in ~~neurocognitive disorders. AMPA receptors mediate fast excitatory synaptic transmission in the central nervous system, a process which can be disrupted in a number of neurological~~Parkinson’s disease and ~~psychiatric diseases, including schizophrenia.~~

~~In June 2018 we closed a10-year~~ ~~exclusive agreement with Ionis~~plan to develop ~~novel ASO drug candidates for a broad range of neurological diseases (the 2018 Ionis Agreement). We have the option to license therapies arising out of the 2018 Ionis Agreement and will be responsible~~BIIB118 for the ~~development and~~ potential ~~commercialization of such therapies.~~

~~In June 2018 we entered into an exclusive option agreement with TMS Co., Ltd. granting us the option to acquireTMS-007,~~ ~~a plasminogen activator with a novel mechanism of action associated with breaking down blood clots, which is in Phase 2 development in Japan, and backup compounds for the~~ treatment of ~~stroke.~~

~~In June 2018 we exercised our option under our joint venture agreement with Samsung BioLogics to increase our ownership percentage~~sundowning in ~~Samsung Bioepis from approximately 5% to approximately 49.9%. The share purchase transaction was completed in November 2018.~~

~~In July 2018 we acquired BIIB110 (Phase 1a) andALG-802~~ ~~(preclinical) from AliveGen Inc. BIIB110 andALG-802~~ ~~represent novel ways of targeting the myostatin pathway. We initially plan to study BIIB110 in multiple neuromuscular indications, including SMA and ALS.~~

In December 2018 we exercised our option with Ionis and obtained a worldwide, exclusive, royalty-bearing license to develop and commercialize BIIB067, an investigational treatment for ALS with SOD1 mutations.

In December 2018 we entered into a collaborative research and license agreement with C4 Therapeutics (C4T) to investigate the use of C4T’s novel protein degradation platform to discover and develop potential new treatments for neurological diseases, such as Alzheimer’s ~~disease and Parkinson’s~~ disease. ~~We will be responsible for the development and potential commercialization of any therapies resulting from this collaboration.~~


34		35

Executive Compensation Matters (continued)

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

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

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

Share Repurchase Activity

In ~~August 2018~~October 2020 our Board of Directors authorized a program to repurchase up to ~~$3.5~~$5.0 billion of our common stock ~~(2018~~(2020 Share Repurchase Program). Our ~~2018~~2020 Share Repurchase Program does not have an expiration date. All share repurchases under our ~~2018~~2020 Share Repurchase Program will be retired.

We returned approximately ~~$4.4~~$6.7 billion to stockholders in ~~2018~~2020 through share repurchases under our ~~2018~~2020 Share Repurchase Program, ~~and~~ our ~~2016~~March 2019 Share Repurchase Program, which was a program authorized by our Board of Directors in ~~July 2016~~March 2019 to repurchase up to $5.0 billion of our common stock ~~and which~~that was completed as of ~~June~~March 31, 2020, and our December 2019 Share Repurchase Program, which was a program authorized by our Board of Directors in December 2019 to repurchase up to $5.0 billion of our common stock that was completed as of September 30, ~~2018.~~2020.

Other Notable Achievements in the Workplace and Community

•

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

~~Awarded the 2018 International Prix Galien as Best Biotechnology Product for SPINRAZA.~~ The ~~prestigious honor marks the seventh Prix Galien for SPINRAZA, following country recognitions~~approximately €2.4 billion of healthcare savings in ~~the U.S., Germany, Italy, Belgium-Luxembourg, the Netherlands and the U.K. The International Prix Galien is given every two years~~2020 across Europe that we estimate was contributed by ~~Prix Galien International Committee members in recognition of excellence in scientific innovation to improve human health.~~our three anti-TNF biosimilars.

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

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

Recognized as a corporate sustainability leader with the Gold Class ~~and Industry Mover~~ Sustainability ~~Awards~~Award from RobecoSAM.

~~Continued commitment~~Used green chemistry processes and techniques to ~~operational carbon neutrality highlighted through the use of 100% renewable electricity globally.~~reduce our waste and energy consumption.

Committed to ~~reduce carbon emissions by~~ a ~~targeted amount approved by~~climate target consistent with reductions required to keep warming to 1.5°C and joined the ~~Science Based Target Initiative,~~Business Ambition to ~~align ourselves with the global goal of limiting global temperature rise to under two degrees Celsius.~~1.5°C.

~~Earned CDP scores of A,~~A-Began engaging our employees and Bsuppliers in the ~~areas of Supplier Engagement, Climate Change~~transition to a fossil fuel-free future with 100% renewable electricity targets for suppliers and ~~Water, respectively.~~sustainable benefit programs for employees.

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

Continued our commitment to diversity, equity and inclusion. As of December 31, ~~2018, 44%~~2020, 48% of ~~Director-level~~director-level positions and above were held by ~~women.~~women, and, in the U.S., 28% were held by ethnic or racial minorities.

~~Over 3,200 employees volunteered from 28 countries during our annual Care Deeply Day.~~Launched an enhanced strategy with the aim to boost diversity* in U.S. manager positions and above by 30% by the end of 2021.

Engaged ~~50,000+~~more than 57,000 students inhands-on learning to inspire their passion for science since the inception of Biogen’s Community ~~Labs.~~Labs in 2002 with priority focus on underrepresented students.


		36

Executive Compensation Matters (continued)

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

~~2018~~2020 Executive Compensation Programs andPay-for-Performance Alignment

We believe our executive compensation programs are effectively designed and have worked well to implement apay-for-performance culture that is aligned with the interests of our stockholders. In ~~2018~~2020 our executive compensation programs consisted of base salary, short- and long-term incentives and other benefits.

91% of our CEO’s and ~~84%~~85% of our other currently-employed NEOs’ ~~2018~~(other than our CEO) 2020 target compensation was performance-based andat-risk.

LOGO

Reflects annual salary, target bonus and target grant value of the ~~2018~~2020 annual long-term incentive awards. The NEO compensation mix excludes theone-time sign-on ~~transition~~bonus paid to Mr. McDonnell in connection with his hire, as described in further detail below, as well as compensation for Mr. Capello due to his partial year employment with Biogen in 2020.

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

LOGO

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

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

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

Does not include sign-on LTI awards ~~of RSUs~~ granted to ~~Dr. Ehlers, Ms. Alexander and Dr. McKenzie,~~Mr. McDonnell in connection with his hire in August 2020.

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

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


35		37

Executive Compensation Matters (continued)

~~100% of~~We believe that our ~~NEOs’ 2018 annual long-term incentive (LTI) grants were performance-based andat-risk.~~

• ~~60% earned based on achievement of three-year adjustedNon-GAAP~~ ~~diluted earnings per share (EPS) and pipeline milestone performance goals~~

• ~~40% earned based on achievement of adjustedNon-GAAP~~ ~~free cash flows and revenues over threeone-year~~ ~~performance periods~~

• ~~PSUs were introduced in 2018. For more information on our PSUs, please see “Long-Term Incentives – 2018 PSUs” below.~~

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

~~Our 2018 performance-based~~2020 executive compensation ~~payouts align with~~program, including the adjustments made by our C&MD Committee, demonstrates our commitment to ~~strong performance.~~

~~In 2018 we exceeded the vast majority of the corporate~~linking compensation to Company performance ~~goals that we set at the beginning of the~~and strategy during a challenging year ~~for~~while holding our incentive compensation plans. As a result, the payouts, as a percentage of target, for our 2018 annual bonus plan and the portions of our PSUs and MSUs that were eligible to be earned based on 2018 performance were above target payout amounts, as described in further detail below.executive officers accountable.

~~2018~~2020 Advisory Vote on Executive Compensation


At our ~~2018~~2020 annual meeting of stockholders, we continued to receive ~~strong~~ support for our executive compensation programs with approximately ~~95%~~83% of the votes cast for approval of our annual“say-on-pay” proposal. Our C&MD Committee viewed this as positive support for our executive compensation programs and their alignment with long-term stockholder value creation and determined that the Company’s executive compensation programs have been effective in implementing the Company’s stated compensation philosophy and objectives.
			Our C&MD Committee is committed to continually reviewing our executive compensation programs on a proactive basis to ensure the ongoing alignment of such programs with the interests of our stockholders.

In ~~2018~~2020 our C&MD Committee reviewed ~~the external landscape,~~our executive compensation programs in light of market data, the results from our“say-on-pay” proposal at last year’s annual meeting of stockholders and the Company’s ~~performance against the current compensation programs.~~performance. Our C&MD Committee was satisfied that our existing executive compensation programs further ourpay-for-performance philosophy ~~but made certain enhancements~~and, accordingly, did not recommend any significant changes to ~~the design of~~ our ~~LTI program in 2018 to strengthen its focus on long-term performance and alignment with our stockholders’ interests.~~executive compensation programs for 2020.

~~Specifically, under our 2018 LTI program, grants of PSUs replaced grants of cash-settled performance units (CSPUs), which we had granted in previous years. The key changes are as follows:~~

~~PSU awards are subject to three-year cliff vesting as compared to annual ratable vesting over three years (1/3 per year) for CSPU awards;~~

60% of PSU awards are earned over a three-year performance period based on the achievement of three-year cumulative performance goals for stock-settled PSU awards and 40% of PSU awards are earned over three annual performance periods based on the achievement of three sets of annual performance goals for cash-settled PSU awards as compared to 100% of CSPUs awards earned based upon one annual performance period for CSPU awards; and

~~60% of the PSU awards will be settled in stock and 40% of the PSU awards will be settled in cash as compared to 100% cash settlement for CSPU awards.~~


36

~~Executive Compensation Matters~~ ~~(continued)~~

~~For additional information on our PSU awards, please see “Long-Term Incentives – 2018 PSUs” below.~~

Roles and Responsibilities

Role of our C&MD Committee

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

The duties and responsibilities of our C&MD Committee are described on page 2019 and can be found in our C&MD Committee’s written charter adopted by our Board of Directors, which can be found on our website,www.biogen.com, under the “Corporate Governance” subsection of the “Investors” section of the website.

~~Role~~

Michel Vounatsos

53,072

—

53,072

Michael R. McDonnell

—

Alfred W. Sandrock, Jr.

17,841

—

17,841

Susan H. Alexander

41,576

—

41,576

Chirfi Guindo

6,006

—

6,006

Jeffrey D. Capello⁽⁷⁾

3,118

—

3,118

Directors

Alexander J. Denner⁽⁸⁾

655,064

890

655,954

Caroline D. Dorsa

20,207

890

21,097

Maria C. Freire

—

William A. Hawkins

1,115

890

2,045

William D. Jones

—

Nancy L. Leaming

12,098

890

12,988

Jesus B. Mantas

2,053

890

2,943

Richard C. Mulligan

12,064

890

12,954

Robert W. Pangia⁽⁹⁾

19,742

890

20,632

Stelios Papadopoulos⁽¹⁰⁾

33,301

1,470

34,771

Brian S. Posner

6,870

890

7,760

Eric K. Rowinsky

16,179

890

17,069

Stephen A. Sherwin

15,438

890

16,328

Executive officers and directors as a group (21 persons)⁽¹¹⁾

926,695

10,370

937,065

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


		26

Stock Ownership (continued)

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

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

(3)

~~Our C&MD Committee believes that independent advice~~The calculation of percentages is important in developing and overseeing our executive compensation programs. Frederic W. Cook & Co., Inc. (FW Cook) served as our C&MD Committee’s independent compensation consultant until June 2018 and advised our C&MD Committee regarding compensation decisions in 2018. FW Cook did not provide any other services to Biogen. Pearl Meyer & Partners LLC (Pearl Meyer) has served as our C&MD Committee’s independent compensation consultant since June 2018 and has advised our C&MD Committee regarding compensation decisions since that time. Pearl Meyer does not provide any other services to Biogen and engages in other matters as needed and as directed solely by our C&MD Committee. References in this CD&A to our independent compensation consultant refer to FW Cookbased upon 150,554,556 shares outstanding on the Ownership Date, plus for ~~the period during which it was engaged and to Pearl Meyer thereafter.~~

~~Reporting directly to our C&MD Committee, our independent compensation consultant provides guidance on trends in CEO, executive andnon-employee~~ ~~director compensation, the development of specific executive compensation programs and the composition~~each of the ~~Company’s compensation peer group. Additionally,~~individuals listed above the shares subject to RSUs exercisable within 60 days of the Ownership Date, as reflected in the column under the heading “Shares Subject to Options and Stock Units.”

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

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

(6)

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

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

(8)

Includes 643,000 shares beneficially owned by funds and accounts managed by Sarissa Capital Management LP, a ~~report on CEO pay~~Delaware limited partnership (Sarissa Capital). Dr. Denner is the Chief Investment Officer of Sarissa Capital and ultimately controls the funds and accounts managed by Sarissa Capital. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that ~~compares each element~~term is defined in Rule 13d-3 of ~~compensation~~the Exchange Act) the 643,000 shares that those entities beneficially own. Dr. Denner disclaims beneficial ownership of these shares except to ~~that~~the extent of ~~CEOs in comparable positions at companies in our peer group. Using this and other similar information, our C&MD Committee recommends, and~~any pecuniary interest therein.

(9)

Includes 16,000 shares beneficially owned by Robin Drive, LLC, of which Mr. Pangia’s wife is the Trustee. Mr. Pangia is retiring from our Board of Directors, ~~approves, the elements and target levels of our CEO’s compensation.~~

During 2018 the Company paid FW Cook and Pearl Meyer $123,275 and $47,666, respectively, in consulting fees directly related to these services. Our C&MD Committee assessed FW Cook’s independence annually and, in accordance with applicable SEC and Nasdaq rules, confirmed in December 2017 that FW Cook’s work did not raise any conflicts of interest and that FW Cook remained independent under applicable rules. Our C&MD Committee assessed Pearl Meyer’s independence in connection with its engagement in June 2018 and, in accordance with applicable SEC and Nasdaq rules, confirmed in December 2018 that Pearl Meyer’s work did not raise any conflicts of interest and that Pearl Meyer remains independent under applicable rules.

~~Role of our CEO~~

~~Each year our CEO provides an assessment~~effective as of the ~~performance~~Annual Meeting.

(10)	Includes 28,206 shares held in limited liability companies of ~~each executive officer, other than himself, during~~which Dr. Papadopoulos is the ~~prior year and recommends to our C&MD Committee the compensation to be paid~~sole manager.

(11)	Includes 688,175 shares held indirectly through trusts, funds, defined benefit plans or ~~awarded to each executive. Our CEO’s recommendations are based on numerous factors, including:~~limited liability companies.

~~Company, team and individual performance;~~

~~potential for future contributions;~~

~~leadership competencies;~~

~~external market competitiveness;~~

~~internal pay comparisons; and~~

~~other factors deemed relevant.~~

LOGO


37

Audit Committee Matters

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

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.

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

THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC

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


		28

Audit Committee Matters (continued)

Audit Committee Report

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

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

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

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;

The Audit Committee of our Board of Directors:

Caroline D. Dorsa (Chair)

William A. Hawkins

Nancy L. Leaming

Stephen A. Sherwin, M.D.


		29

Audit Committee Matters (continued)

Audit and Other Fees



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

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

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

Tax fees are fees for tax compliance and planning services.

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

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

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


		30

Executive Compensation Matters



		Proposal 3 – Advisory Vote on Executive Compensation

OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE

FOR THE APPROVAL OF THE RESOLUTION SET FORTH ABOVE.


		31

Executive Compensation Matters (continued)

compensation group and reviewed by our independent compensation consultant. The report compares the compensation of each executive officer, other than our CEO, to data for comparable positions at companies in our peer group, by compensation element (please see “External Market Competitiveness and Peer Group” below for further details). Our C&MD Committee considers all of the information presented, discusses the recommendations with our CEO and with our independent compensation consultant and applies its judgment to determine the elements of compensation and target compensation levels for each executive officer other than the CEO.

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

~~Executive Compensation Philosophy and Objectives~~ COMPENSATION DISCUSSION AND ANALYSIS

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

•

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

•

~~Competitively Advantageous.~~ We benchmark our executive compensation programs against a peer group of biotechnology and pharmaceutical companies that we believe are representative of the companies we primarily compete with for talent, balanced with factors such as business scope and size, including revenues and market capitalization, business focus and geographic scope of operations. Peer group practices are among the many factors we take into account in developing compensation programs that we believe are most effective, and which

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

Michel Vounatsos

Chief Executive Officer

Susan H. Alexander

Executive Vice President,

Chief Legal Officer and Secretary

Michael R. McDonnell*

Executive Vice President and

Chief Financial Officer

Chirfi Guindo

Executive Vice President,

Global Product Strategy and Commercialization

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

Executive Vice President,

Research and Development

•

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

•

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

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

•

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

~~External Market Competitiveness~~ Executive Summary

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

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


		32

Executive Compensation Matters (continued)

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


		33

Executive Compensation Matters (continued)

2020 Highlights

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

Financial Performance

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

LOGO

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

Product and Pipeline Developments

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

Applications for Marketing and Agency Actions

Aducanumab

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

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

SB11 (referencing LUCENTIS)

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

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

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


		34

Executive Compensation Matters (continued)

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

Clinical Trials

Alzheimer’s Disease and Dementia

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

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

Neuromuscular Disorders

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

Movement Disorders

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

Immunology

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

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

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

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

Discontinued Programs

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

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

Business Development

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


		35

Executive Compensation Matters (continued)

Share Repurchase Activity

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

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

Other Notable Achievements in the Workplace and Community

•

In September 2020 we announced Healthy Climate, Healthy Lives, a $250.0 million, 20-year initiative to eliminate fossil fuels across our operations and ~~Peer Group~~

collaborate with renowned institutions with the aim to improve health, especially for the world’s most vulnerable populations. We ~~consider market practices and trends when determining executive compensation levels and compensation program designs at Biogen. We do not target a specific market percentile or simply replicate~~are the ~~market practice. Instead, we review external market practices as a reference point~~first Fortune 500 company to ~~assist us in providing programs designed~~commit to ~~attract, retain and inspire extraordinary talent. Our C&MD Committee also uses a peer group to provide context for its executive compensation decision-making. Each year~~become fossil fuel free across our ~~independent compensation consultant reviews the external market landscape and evaluates the composition of our peer group for appropriateness.~~

~~Our C&MD Committee reviews the information provided from internal sources as well as the information provided~~operations by our independent compensation consultant to select our peer group based on comparable companies that approximate (1) our scope of business, including revenues and market capitalization, (2) our global geographical reach, (3) our research-based business with multiple marketed products and (4) a comparable pool of talent for which we compete.2040.

~~The peer group for determining our 2018 compensation decisions consisted of biotechnology and pharmaceutical~~

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

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

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

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

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

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

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

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

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

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

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

			36
5

Executive Compensation Matters (continued)

~~companies,~~Percent of U.S. manager positions and above held by Black, African American and Latinx employees as ~~we compete with companies in both of these sectors for executive talent.~~well as Asian employees where underrepresented.

2020 Executive Compensation Programs and Pay-for-Performance Alignment

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

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

LOGO

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

~~Biotechnology Peers~~

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

~~Alexion Pharmaceuticals, Inc.~~

~~Amgen Inc.~~

~~Celgene Corporation~~

~~Gilead Sciences Inc.~~

~~Vertex Pharmaceuticals International, Inc.~~
LOGO
• 60% earned based on achievement of three-year pipeline milestone performance goals
• 40% earned based on achievement of three one-year financial goals relating to Non-GAAP adjusted free cash flow and revenue
• Earned based on stock price performance over one-, two- and three-year periods

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

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


		37

~~AbbVie Inc.~~

~~Allergan plc~~

~~Bristol-Myers Squibb Company~~

~~Eli Lilly and Company~~

~~Merck & Co, Inc.~~

~~Mylan N.V.~~

~~Bausch Health Companies (f/k/a Valeant Pharmaceuticals Incorporated)~~

~~For each~~

Executive Compensation Matters (continued)

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

2020 Advisory Vote on Executive Compensation

At our 2020 annual meeting of stockholders, we continued to receive support for our executive compensation programs with approximately 83% of the ~~companies in~~votes cast for approval of our peer group, where available, we analyze the company’s Compensation Discussion and Analysis and other data publicly filed during the prior year to identify the executives at such companies whose positions are comparable to those held by our executive officers. We then compile and analyze the data for each comparable position. Our competitive analysis includes the structure and design of the compensation programs as well as the targeted value of the compensation under these programs.

~~For our executive officers other than our CEO, we may supplement the data from our peer group with published compensation surveys where appropriate. For 2018, consistent with past years, we used the~~~~Willis~~~~Towers~~~~Watson U.S. CDB Pharmaceutical and Health Sciences Executive Compensation Database~~ survey (which we refer to as the Willis Towers Watson survey). We chose the Willis Towers Watson survey because of the number of companies in our peer group that participate in it, the number of positions reported by the survey that continue to be comparable to our executive positions and the high standards under which we understand the survey is conducted (including data collection and analysis methodologies). All of the companies in our peer group are represented in a special cross-section of the Willis Towers Watson survey focused on our peer group, other than Bausch Health Companies (formally known as Valeant Pharmaceuticals Incorporated), which did not participate in the survey.

annual ~~Compensation Elements~~“say-on-pay”

proposal. Our C&MD Committee ~~determines the elements of compensation we provide to our executive officers. The elements of~~

viewed this as positive support for our executive compensation programs and their ~~objectives are as follows:~~alignment with long-term stockholder value creation and determined that the Company’s executive compensation programs have been effective in implementing the Company’s stated compensation philosophy and objectives.



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

~~Compensation Mix~~

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

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

~~The 2018 compensation mix for Mr. Vounatsos and our other NEOs was highly performance-based andat-risk;~~ ~~91% of 2018 compensation was performance-based for Mr. Vounatsos and 84% of 2018 compensation was~~


39

~~Executive Compensation Matters~~ ~~(continued)~~

~~performance-based for our other NEOs, assuming target level achievement of applicable corporate performance goals and with LTI awards measured at target grant date~~

~~values, and excluding theone-time~~ ~~transition awards of RSUs granted to Dr. Ehlers, Ms. Alexander and Dr. McKenzie, as described in further detail below.~~

~~Performance Goals and Target Setting Process~~

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

As part of this process, our C&MD Committee reviews the mix of compensation elements to ensure our performance-based compensation is apportioned appropriately and aligns with our business goals and performance. Our C&MD Committee also ensures that the performance metrics and goals are aligned with the annual business plan approved by our Board of Directors so there is fullongoing alignment of ~~executive incentive goals with the goals that have been established for the year. Executive officers are also evaluated based on qualitative factors,~~ such as individual, strategic and leadership achievements. The use of both quantitative and qualitative metrics, as well as the weighting of such metrics, effectively mitigates the impact of a single risk, such as dependence on drug pricing, pipeline performance or market share, on overall compensation.


40

~~Executive Compensation Matters~~ ~~(continued)~~

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

~~Target Setting~~

~~Monitoring & Tracking~~

• ~~Our C&MD Committee closely monitors progress against the performance goals throughout the year and engages in dialogue with management on such progress.~~

~~Results & Awards:~~
~~C&MD Committee Actions~~

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

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

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

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

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

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

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

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

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

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

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


41

~~Executive Compensation Matters~~ ~~(continued)~~

~~2018 Base Salary~~

Our Board of Directors reviewed the base salaries of chief executive officers in our peer group and considered Mr. Vounatsos’ compensation mix, capabilities, performance and future expected contributions. Mr. Vounatsos’ base salary was set at $1,300,000, which positioned him below the market median when compared to the chief executive officers of our peer group.

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

~~The annual base salary of each of our NEOs in 2018, compared to 2017, was as follows:~~

    Name    2018 Salary    2017 Salary    % Increase⁽¹⁾
    M. Vounatsos
   $ 1,300,000    $ 1,100,000    18.2%
    J. Capello⁽²⁾
   $ 750,000    $ 750,000    n/a
    M. Ehlers
   $ 834,094    $ 794,375    5.0%
    S. Alexander
   $ 749,177    $ 723,842    3.5%
    P. McKenzie
   $ 633,938    $ 603,750    5.0%

~~(1)~~

~~Percentage increase reflects the annual merit increase and, in the case of Mr. Vounatsos, also includes a market adjustment.~~

~~(2)~~

~~Mr. Capello was hired in November 2017. The initial determination of his base salary took into account the Company’s peer group data.~~

~~2018 Performance-Based Plans and Goal Setting~~

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

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

~~Awards to our NEOs under our annual bonus plan have been made under our 2008 Performance-Based Management Incentive Plan, and awards under our LTI plan are granted under our 2017 Omnibus Equity Plan.~~

Awards made under our annual bonus plan are directly tied to the achievement of our corporate performance goals, which are aligned with the Company’s short- and long-term strategic plans, as well as individual performance goals.

~~Awards made under our LTI plan are directly tied to the performance of the price of our common stock, which aligns our executives’ long-term interests~~ with the interests of our stockholders. ~~A portion of our LTI awards are also tied to the Company’s financial performance, as described below under “Long-Term Incentives – 2018 PSUs.”~~

In setting our annual goals under our short- and long-term incentive plans, in addition to our internal forecasts, we consider analysts’ projections for our performance and the performance of companies in our peer group, as well as broad economic and industry trends. We strive to establish challenging targets that result in payouts at or above target levels only when Company performance warrants it. Our C&MD Committee is responsible for reviewing and approving our annual goals, targets and levels of payout (e.g., threshold, target and maximum) for our executive incentive compensation plans and for reviewing and determining actual performance results at the end of the applicable performance period.

~~In setting and approving the corporate performance goals for our executive officers and for the Company under both the short- and long-term incentive plans,~~2020 our C&MD Committee also considers the alignment of such goals to our business plan, the degree of difficulty of attainment and the potential for the goals to encourage inappropriate risk-taking. Our C&MD Committee has determined that the structures ofreviewed our executive compensation programs ~~do not put~~in light of market data, the results from our ~~patients, investors or~~“say-on-pay” proposal at last year’s annual meeting of stockholders and the ~~Company at any material risk.~~

~~Annual Bonus Plan~~

~~Our annual bonus plan is a cash incentive plan that rewards near-term financial, strategic and operational~~Company’s performance. Our C&MD Committee ~~reviews the annual target bonus opportunities for each~~was satisfied that our existing executive ~~officer by position each year to ensure such opportunities remain competitive.~~

Nocompensation programs further our pay-for-performance philosophy and, accordingly, did not recommend any significant changes ~~were made in 2018 to the target annual bonus opportunities, as a percentage ofyear-end~~ annual base salary, for any of our NEOs other than Mr. Vounatsos, whose target annual bonus opportunity was market adjusted and increased from 125% of base salary in 2017 to 140% of base salary in 2018. In accordance with our policy, target annual bonus opportunities for all of our other NEOs in 2018 were determined based on their positions as Executive Vice Presidents.


42

~~Executive Compensation Matters~~ ~~(continued)~~

~~The target annual bonus opportunity as a percentage ofyear-end~~ ~~annual base salary each of our NEOs in 2018 compared to 2017 was as follows:~~

  Name    2018 Target    2017 Target
  M. Vounatsos
   140%    125%
  J. Capello
   70%    70%
  M. Ehlers
   70%    70%
  S. Alexander
   70%    70%
  P. McKenzie
   70%    70%

~~2018 Annual Bonus Plan Design~~

~~Awards for our NEOs under our 2018 annual bonus plan were based on the achievement of Company performance goals and individual performance goals.~~

At the beginning of 2018, our C&MD Committee set multiple Company performance goals for our 2018 annual bonus plan and provided for a payout multiplier, which we refer to as the Company Multiplier, ranging from 0% to 150%, for each Company goal based on the determination of the level of achievement of each goal and application of the weighting assigned to each goal, which determined the Company Multiplier applied to the bonus calculation.

~~The Company Multiplier ranged from 0% to 150% as follows:~~

  Performance
  Multipliers

Below
Threshold
   Threshold    Target    Max
  Company
   0%    50%    100%    150%

In addition, our 2018 annual bonus plan payouts were also based on an assessment of each NEO’s individual performance, taking into account his or her achievement of individual performance goals. Evaluating individual performance allows our C&MD Committee the discretion to increase or decrease each NEO’s bonus amount based on the NEO’s performance by applying an individual performance multiplier, ranging from 0% to 150%, which we refer to as the Individual Multiplier.

~~We determined the individual annual bonus payments for 2018 using the following calculation:~~

~~Our 2018 annual bonus plan provided that if the Company Multiplier was less than 50%, there would be no payout, regardless of individual performance, further strengthening ourpay-for-performance~~ ~~philosophy. Further, because the~~

~~Individual Multiplier and the Company Multiplier each have a maximum of 150%, the combined multiplier result for each NEO could not exceed 225%.~~

~~2018 Company Performance Goals and Results~~

Company performance goals were established at the start of 2018 with assigned weightings that reflected the Company’s focus on attaining both financial and strategic goals (pipeline performance, MS leadership, continued SMA launch excellence and enhancing our strategic alliances).

~~The goals and weightings we selected reflect the importance of linking reward opportunities to both near-term results and our progress in achieving longer-term goals.~~

~~The strategic goals we selected in 2018 were designed to measure the achievement of our annual strategic priorities relating~~ to our commercial opportunities and pipeline progress. Our financial performance goals were based on the Company’s annual operating plan and long-range plan approved by our Board of Directors and with reference to analyst consensusexecutive compensation programs for ~~Biogen revenues andNon-GAAP~~ ~~diluted EPS based on the most current analyst reports at the time we set our targets.~~

~~The following table presents our financial targets relative to analysts’ consensus for 2018:~~

~~(1) Please see “2018 Annual Bonus Plan Company Performance Targets and Results Table” below for more details.~~

~~(2) Wall Street figures reflect estimates made in January 2018 for the Biogen fiscal year ending December 31, 2018.~~

~~(3) ReflectsNon-GAAP~~ ~~diluted EPS.~~


43

~~Executive Compensation Matters~~ ~~(continued)~~

~~2018 Annual Bonus Plan Company Performance Targets and Results Table~~

Set forth below is a summary of the Company performance goals and weightings that our C&MD Committee established for our 2018 annual bonus plan and the degree to which we attained these Company performance goals. As described below, the Company Multiplier for the 2018 Annual Bonus Plan was 131%, reflecting the strong performance relative to our~~pre-established~~ ~~goals.~~

   Performance Range
Company Goals


Weight

Threshold


Target


Max


Results

Company
Multiplier

FINANCIAL PERFORMANCE

Revenues
   20 % $ 12,310M    $ 12,780M    $ 13,250M    $ 13,363M ⁽¹⁾ 150.0 %
Non-GAAP diluted EPS
   20 % $ 23.47    $ 24.74    $ 26.01    $ 26.89 ⁽¹⁾ 150.0 %
MARKET PERFORMANCE

Achieve Global MS Market Share
   15 %
Specific market goals
are not disclosed for
competitive reasons


Below
Goal⁽²⁾

91.8 %
MS Leader in Customer Trust and Value Survey
   10 %
Specific market goals
are not disclosed for
competitive reasons


Above
Goal⁽²⁾

125.0 %
Achieve Global SMA Market Share
   10 %
Specific market goals
are not disclosed for
competitive reasons


Above
Goal⁽²⁾

134.9 %
PIPELINE DEVELOPMENT

Build and Advance Total Pipeline
   10 %
Specific pipeline goals
are not disclosed for
competitive reasons


Above
Goal⁽³⁾

110.0 %
Achieve Aducanumab Phase 3 Enrollment
   5 %
Specific enrollment goals
are not disclosed for
competitive reasons


Above
Goal⁽⁴⁾

105.0 %
COLLABORATION

Improve and Expand Key Strategic Alliances
   10 %

Specific strategic
alliance goals are not
disclosed for competitive reasons


Above
Goal⁽⁵⁾

150.0 %
Company Multiplier

131.0 %*

*	~~Numbers may not recalculate due to rounding.~~

~~Notes to 2018 Annual Bonus Plan Company Performance Targets and Results Table~~

~~(1)~~

~~These financial measures were based on our publicly reported revenues of $13,453 million and our publicly announcedNon-GAAP~~ ~~diluted EPS of $26.20, as adjusted as follows: for purposes of our 2018 annual bonus plan, revenues andNon-GAAP~~ ~~diluted EPS were adjusted to neutralize the effects of foreign exchange rate fluctuations.Non-GAAP~~ diluted EPS was further adjusted to add back $1.21 to reflect the impact of additional research and development expense recognized in 2018 resulting from the 2018 Ionis Agreement and $0.07 to neutralize the unfavorable impact of the worldwide withdrawal of ZINBRYTA, partially offset by the subtraction of $0.59 related to higher than originally contemplated stock repurchases in 2018, as these charges were not originally contemplated at the time the Company performance goals were determined.

2020.

~~(2)~~

~~Achievement of market goals for MS was below goal and achievement of MS leader and market goals for SMA were above goals. Specific details are not disclosed for competitive reasons.~~

Roles and Responsibilities

~~(3)~~

~~The Company continued to expand andre-shape~~

Role of our C&MD Committee ~~its pipeline ofpre-clinical~~ and clinical stage programs through the advancement of internal programs, external business development activities and exceeding expectations with respect to the level of confidence in and momentum of its clinical stage portfolio. Specific details are not disclosed for competitive reasons.

~~(4)~~

~~Aducanumab Phase 3 clinical trial patient enrollment was above goal. Specific details are not disclosed for competitive reasons.~~

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

~~(5)~~

~~Key strategic alliance and acquisition activities were above goal. Specific details are not disclosed for competitive reasons.~~

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


44

~~Executive Compensation Matters~~ ~~(continued)~~

~~2018 Individual Performance Goals and Results~~

The Individual Multiplier reflects each named executive officer’s overall individual performance rating as part of our performance assessment process. Unlike our formulaic calculation of corporate performance against Company performance goals in determining the Company Multiplier, each named executive officer’s Individual Multiplier is based on a subjective evaluation of his or her overall performance and consideration of the achievement of individual goals established at the beginning of the year. Goals may be both quantitative and qualitative. For 2018 Mr. Vounatsos recommended to our C&MD Committee an Individual Multiplier for each named executive officer other than himself based on his assessment of their individual contributions for the full year. Our C&MD Committee considered all of the information presented, discussed our CEO’s recommendations with him and its independent compensation consultant and applied its judgment to determine the Individual Multiplier for each named executive officer. Our Board of Directors determined Mr. Vounatsos’ Individual Multiplier based on its assessment of his performance.

~~In its evaluation, our C&MD Committee assigned Individual Multipliers to our named executive officers of between 115% and 140% based on the following accomplishments during 2018:~~

Michel Vounatsos

~~Contributed to the achievement of record revenues of $13,453 million and $26.20Non-GAAP~~ ~~diluted EPS for the year ended December 31, 2018, versus targets of $12,780 million and $24.74, respectively.~~

~~Excelled in leading the Company in achieving its financial and business development goals.~~

~~Added substantial value to our business development activities and the diversification of our pipeline.~~

~~Contributed significantly to the demonstrated resilience in our MS business, the continued successful launch of SPINRAZA worldwide and the significant progress made in our biosimilars business.~~

~~Drove our ongoing improvements in our core processes to improve operating efficiencies, capital allocation and asset optimization while adhering to our core values.~~

53,072

—

53,072

Michael R. McDonnell

—

Alfred W. Sandrock, Jr.

17,841

—

17,841

Susan H. Alexander

41,576

—

41,576

Chirfi Guindo

6,006

—

6,006

Jeffrey D. Capello⁽⁷⁾

3,118

—

3,118

Directors

Alexander J. Denner⁽⁸⁾

655,064

890

655,954

Caroline D. Dorsa

20,207

890

21,097

Maria C. Freire

—

William A. Hawkins

1,115

890

2,045

William D. Jones

—

Nancy L. Leaming

12,098

890

12,988

Jesus B. Mantas

2,053

890

2,943

Richard C. Mulligan

12,064

890

12,954

Robert W. Pangia⁽⁹⁾

19,742

890

20,632

Stelios Papadopoulos⁽¹⁰⁾

33,301

1,470

34,771

Brian S. Posner

6,870

890

7,760

Eric K. Rowinsky

16,179

890

17,069

Stephen A. Sherwin

15,438

890

16,328

Executive officers and directors as a group (21 persons)⁽¹¹⁾

926,695

10,370

937,065

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


		26

Stock Ownership (continued)

~~Contributed~~

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

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

(3)

The calculation of ~~$13,453 million~~percentages is based upon 150,554,556 shares outstanding on the Ownership Date, plus for each of the individuals listed above the shares subject to RSUs exercisable within 60 days of the Ownership Date, as reflected in the column under the heading “Shares Subject to Options and ~~$26.20Non-GAAP~~ ~~diluted EPS for the year ended~~Stock Units.”

(4)

Based solely on information as of December 31, ~~2018, versus targets~~2020, contained in a Schedule 13G/A filed with the SEC by PRIMECAP Management Company on February 12, 2021, which also indicates that it has sole voting power over 15,443,182 shares and sole dispositive power over 15,822,066 shares.

(5)

Based solely on information as of ~~$12,780 million~~December 31, 2020, contained in a Schedule 13G/A filed with the SEC by BlackRock, Inc. on January 29, 2021, which also indicates that it has sole voting power with respect to 11,672,922 shares and ~~$24.74, respectively.~~

~~Significantly improved~~sole dispositive power with respect to 13,419,601 shares.

(6)

(7)	Mr. Capello ceased to be our ~~Finance organization structure~~Executive Vice President and ~~key processes, including improved financial forecasting~~Chief Financial Officer on August 15, 2020, and ~~planning~~separated from the Company on September 15, 2020.

(8)

Includes 643,000 shares beneficially owned by funds and ~~tax~~accounts managed by Sarissa Capital Management LP, a Delaware limited partnership (Sarissa Capital). Dr. Denner is the Chief Investment Officer of Sarissa Capital and ~~treasury planning.~~

~~Added substantial value~~ultimately controls the funds and accounts managed by Sarissa Capital. By virtue of the foregoing, Dr. Denner may be deemed to ~~our business development activities and~~indirectly beneficially own (as that term is defined in Rule 13d-3 of the ~~diversification~~Exchange Act) the 643,000 shares that those entities beneficially own. Dr. Denner disclaims beneficial ownership of ~~our pipeline.~~

~~Contributed~~these shares except to the ~~return~~extent of ~~approximately $4.4 billion to stockholders in 2018 through share repurchases under our 2018 Share Repurchase Program and 2016 Share Repurchase Program.~~

~~Contributed to excellent interactions with investors leading to transparent and trusted dialogue.~~

~~Contributed to improvements in our core processes to improve operating efficiencies, capital allocation and asset optimization while adhering to our core values.~~

~~Supported~~any pecuniary interest therein.

(9)

Includes 16,000 shares beneficially owned by Robin Drive, LLC, of which Mr. Pangia’s wife is the Trustee. Mr. Pangia is retiring from our Board of Directors, ~~the CEO and executive team.~~

~~Michael Ehlers~~

~~Exceeded portfolio value and clinical development goals.~~

~~Significantly progressed and developed our pipeline.~~

~~Significantly improved our Research and Development organization structure, key processes and productivity.~~

~~Added new capabilities and talent to our Research and Development organization.~~

~~Excelled in leadership of our Research and Development organization.~~

~~Added substantial value to our business development activities.~~

~~Contributed to excellent interactions with investors leading to transparent and trusted dialogue.~~

~~Susan H. Alexander~~

~~Supported our Board of Directors, the CEO and executive team and SEC disclosure requirements.~~

~~Strengthened the intellectual property rights of our key assets, including our intellectual property related to TECFIDERA.~~

~~Excelled in leadership of our Legal and Compliance teams.~~

~~Contributed significantly on strategy and the resolution of general business issues affecting the Company, including our expansion into Asia Pacific and Latin America.~~

~~Supported the~~ effective ~~transition~~as of the ~~corporate services functions, including IT, to Mr. Capello.~~

Annual Meeting.

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

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

~~Excelled in management of our large and complex manufacturing organization.~~

~~Maintained excellence in manufacturing plant quality.~~


45

Audit Committee Matters

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

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.

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

THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC

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


		28

Audit Committee Matters (continued)

Audit Committee Report

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

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

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

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;

The Audit Committee of our Board of Directors:

Caroline D. Dorsa (Chair)

William A. Hawkins

Nancy L. Leaming

Stephen A. Sherwin, M.D.


		29

Audit Committee Matters (continued)

Audit and Other Fees



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

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

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

Tax fees are fees for tax compliance and planning services.

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

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

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


		30

Executive Compensation Matters



		Proposal 3 – Advisory Vote on Executive Compensation

OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE

FOR THE APPROVAL OF THE RESOLUTION SET FORTH ABOVE.


		31

Executive Compensation Matters (continued)

~~Excelled in leadership of~~

COMPENSATION DISCUSSION AND ANALYSIS

Michel Vounatsos

Chief Executive Officer

Susan H. Alexander

Executive Vice President,

Chief Legal Officer and Secretary

Michael R. McDonnell*

Executive Vice President and

Chief Financial Officer

Chirfi Guindo

Executive Vice President,

Global Product Strategy and Commercialization

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

Executive Vice President,

Research and Development

Mr. McDonnell was appointed as Executive Vice President and Chief Financial Officer effective August 15, 2020. Mr. Capello ceased to be our ~~Pharmaceutical Operations~~Executive Vice President and ~~Technology organization.~~

~~Contributed significantly~~Chief Financial Officer on ~~strategy~~August 15, 2020, and ~~the resolution of general business issues affecting the Company.~~

~~Contributed to the significant progress in our biosimilars business.~~

~~Exhibited outstanding leadership, fostering a culture of continuous improvement and cost-consciousness.~~

~~In addition, our C&MD Committee reviews on a qualitative basis each named executive officer’s other contributions to~~separated from the Company on September 15, 2020.

Dr. Sandrock was appointed as Executive Vice President, Research and Development on October 1, 2019. Prior to this appointment, Dr. Sandrock served as our ~~business, leadership competencies~~Executive Vice President, Chief Medical Officer, and ~~relative performance among our named executive officers.~~continued in this role, in addition to his duties as Executive Vice President, Research and Development, until January 27, 2020.

Executive Summary

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

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


		~~2018 Annual Bonus Plan Awards~~32		~~Our C&MD Committee determined that the final bonus awards under our 2018 annual bonus plan were as follows:~~

  Name
Year-end
Salary
(A) x

Target
Bonus%
(B) x

Company
Multiplier
(C) x

Individual
Multiplier
(D) =

Bonus
Award
(E)

  M. Vounatsos
   $ 1,300,000    140 % 131 % 140 % $ 3,337,880
  J. Capello
   $ 750,000    70 % 131 % 115 % $ 790,913
  M. Ehlers
   $ 834,094    70 % 131 % 120 % $ 917,837
  S. Alexander
   $ 749,177    70 % 131 % 125 % $ 858,744
  P. McKenzie
   $ 633,938    70 % 131 % 135 % $ 784,784

~~Long-Term Incentives~~Executive Compensation Matters (continued)

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


		33

Executive Compensation Matters (continued)

2020 Highlights

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

Financial Performance

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

LOGO

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

Product and Pipeline Developments

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

Applications for Marketing and Agency Actions

Aducanumab

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

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

SB11 (referencing LUCENTIS)

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

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


		34

Executive Compensation Matters (continued)

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

Clinical Trials

Alzheimer’s Disease and Dementia

Neuromuscular Disorders

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

Movement Disorders

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

Immunology

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

Discontinued Programs

Business Development


		35

Executive Compensation Matters (continued)

Share Repurchase Activity

Other Notable Achievements in the Workplace and Community

Terms    Performance Stock Units (PSUs)    Market Share Units (MSUs)
  Proportion of
  Annual Target Value
   50%    50%
  Settlement    60% stock settled    40% cash settled    100% stock settled
  Performance   Period(s)
3 years
(2018-2020)

1 year
(each of 2018, 2019, 2020)

1 year, 2 years, 3 years
(from grant date)
  Metrics and
  Weighting

AdjustedNon-GAAP
diluted EPS: 30%

Pipeline Milestone Performance: 30%

Adjusted Free
Cash Flow: 28%

Revenues: 12%
   Stock Price: 100%
  Threshold /
  Maximum Payout
  (% of Target Award)
   50% / 200%    50% / 200%    50% / 200%
  Vesting    3-year Cliff Vesting    3-year Cliff Vesting
Annual Ratable Vesting over 3 years
(1/3 per year)

•

~~All annual LTI awards granted~~In September 2020 we announced Healthy Climate, Healthy Lives, a $250.0 million, 20-year initiative to eliminate fossil fuels across our ~~executives are performance-based~~operations and ~~designed to reward long-term Company performance.~~

~~Our executive annual LTI program for 2018 consisted of PSUs and MSUs,~~collaborate with renowned institutions with the ~~annual LTI total target grant value of awards being split evenly between PSUs and MSUs. The PSUs we awarded~~aim to ~~executive officers~~improve health, especially for the world’s most vulnerable populations. We are ~~performance-based RSUs that are settled, as applicable, in cash and shares of~~the first Fortune 500 company to commit to become fossil fuel free across our common stock. The MSUs we awarded to executive officers are performance-based RSUs that are settled in shares of our common stock. The performance conditions applicable to these PSUs and MSUs are described in further detail below.operations by 2040.