Regeneron (NASDAQ: REGN) sets 2026 votes and reviews 2025 performance
Filing Impact
Filing Sentiment
Form Type
DEF 14A
Regeneron Pharmaceuticals calls a virtual 2026 annual meeting on June 12 for shareholders to elect five directors to one‑year terms, ratify PricewaterhouseCoopers as auditor, and cast an advisory say‑on‑pay vote.
For 2025, Regeneron generated $14.34 billion in revenue, up 1%, with GAAP diluted EPS of $41.48 and non‑GAAP diluted EPS of $44.31. The company invested $5.9 billion in R&D (about 41% of revenue), returned $3.5 billion through share repurchases and initiated a quarterly dividend, and spent nearly $900 million on U.S. research and manufacturing capacity.
The proxy highlights a portfolio of 15 internally developed approved or authorized medicines, including four blockbuster drugs such as Dupixent, EYLEA/EYLEA HD, and Libtayo, and nearly 50 clinical candidates. Governance updates include phasing in annual director elections after declassifying the board, creating a new Digital Technology Committee for AI and cybersecurity oversight, and continued extensive shareholder engagement. The board reports 85% independence and strong meeting attendance, and details a director pay mix tilted toward equity to align with long‑term shareholder value.
Positive
- None.
Negative
- None.
Key Figures
2025 Revenue: $14.34 billion
2025 GAAP diluted EPS: $41.48 per share
2025 non-GAAP diluted EPS: $44.31 per share
+5 more
8 metrics
2025 Revenue
$14.34 billion
Full-year 2025 revenue, up 1% versus 2024
2025 GAAP diluted EPS
$41.48 per share
Full-year 2025 GAAP diluted net income per share
2025 non-GAAP diluted EPS
$44.31 per share
Full-year 2025 non-GAAP diluted net income per share
2025 R&D investment
$5.9 billion
Research and development spending in 2025 (~41% of revenue)
Capital returned 2025
$3.5 billion
Common stock repurchases in 2025; dividends also initiated
2025 capital expenditures
Nearly $900 million
Primarily to expand U.S.-based research and manufacturing facilities
Equity burn rate 2025
2.00%
Record-low companywide equity grant burn rate in 2025
Employee retention 2025
93%
Company-wide retention rate in 2025
Key Terms
say-on-pay, burn rate, Digital Technology Committee, Lead Independent Director, +2 more
6 terms
say-on-pay financial
"Cast an advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in these proxy materials (say-on-pay)"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
burn rate financial
"Achieved a record-low burn rate of 2.00% in 2025, despite maintaining one of the broadest equity programs"
The burn rate is how quickly a company spends its available cash to pay ongoing costs, usually expressed as money used per month. For investors it signals how long the business can keep operating before needing new funding or becoming profitable — like tracking how fast a household is drawing down its savings to cover bills — helping judge short-term risk and urgency for financing or cost cuts.
Digital Technology Committee technical
"the board established a new Digital Technology standing committee in April 2026"
Lead Independent Director regulatory
"Lead Independent Director since: 2023"
A lead independent director is a board member who is not part of company management and is chosen to coordinate and represent the other independent directors, often running sessions without the CEO, helping set meeting agendas, and serving as a liaison between shareholders and the board. For investors, this role signals stronger, more balanced oversight—like a neutral referee who helps ensure decisions are fair, transparent and focused on protecting shareholder interests.
National Priority Voucher regulatory
"Otarmeni was selected by the FDA to receive a National Priority Voucher intended to dramatically accelerate the review"
clawback policy regulatory
"2014 | 2016 | 2022 | 2023 | 2025 January Director Resignation Policy Recoupment (Clawback) Policy"
A clawback policy is a company rule that lets the firm take back pay, bonuses or stock awards from current or former executives if results are later found to be incorrect, misconduct occurred, or targets were missed. It matters to investors because it helps protect the value of their holdings by discouraging risky or fraudulent behavior and ensuring executive rewards reflect real, verified performance—think of it as a return policy for executive pay.
Compensation Summary
Compensation details
Key Proposals
- Election of five directors for one-year terms expiring at the 2027 annual meeting
- Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year ending December 31, 2026
- Advisory vote to approve compensation of Named Executive Officers as disclosed in the proxy statement
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
☑ | Filed by the Registrant | ☐ | Filed by a party other than the Registrant |
CHECK THE APPROPRIATE BOX: | |
☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☑ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material under §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): | |
☑ | No fee required |
☐ | Fee paid previously with preliminary materials |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
A 35+ year journey with
a relentless
FOCUS ON
SCIENCE
Our commitment to patients extends
well beyond our labs. We are proud to
support the communities we serve, to
embrace a patient-centric culture, and
to hold the highest ethical standards
when it comes to patient well-being.
Our mission is to use the power of science to
bring new medicines to patients … over and
over again.
We are a leading biotechnology company that invents, develops,
and commercializes life-transforming medicines for people
with serious diseases. Regeneron’s medicines and pipeline
are designed to help patients with eye diseases, allergic and
inflammatory diseases, cancer, cardiovascular and metabolic
diseases, neurological diseases, hematologic conditions,
infectious diseases, and rare diseases.
Regeneron pushes the boundaries of scientific discovery and
accelerates drug development using our proprietary technologies.
We are shaping the next frontier of medicine with data-powered
insights and pioneering genetic medicine platforms, enabling us to
identify innovative targets and complementary approaches to
potentially treat or cure diseases.
2025 At-a-Glance
Financial Strength | ||||
•$14.3B in 2025 revenues •4 currently marketed blockbuster medicines: Dupixent® (dupilumab), EYLEA HD® (aflibercept) Injection 8 mg, EYLEA® (aflibercept) Injection, and Libtayo® (cemiplimab) •Dupixent: >1.4M patients actively treated globally; $17.8B in 2025 global net product sales (recorded by our collaborator Sanofi) •Retinal franchise (EYLEA HD and EYLEA): $7.9B in 2025 global net product sales (ex-U.S. sales of $3.5B recorded by our collaborator Bayer) •Libtayo: $1.5B in 2025 global net product sales | ||||
Investing for Growth | ||||
•$5.9B invested in R&D in 2025, representing ~41% of total revenues •~$6.6B anticipated R&D investment in 2026 •$9B committed to ongoing/upcoming U.S. manufacturing and R&D infrastructure expansion •$3.8B returned to shareholders through share repurchases and dividends in 2025 | ||||
Innovation Engine | ||||
•Nearly 50 clinical candidates across six therapeutic areas •Advancing clinical programs with near-term impact in immunology and inflammation, cancer, hematology, neurology, cardiovascular and metabolic diseases, and rare diseases •15 internally developed medicines approved or authorized over past ~15 years •R&D powered by proprietary VelociSuite® technologies and the Regeneron Genetics Center® | ||||
Responsibility | ||||
•Achieved or exceeded nearly all of our 2025 responsibility goals •10 years of our flagship social impact programs, the Regeneron Science Talent Search and Day for Doing Good •Donated up to 500 doses of our Ebola medicine to the World Health Organization for use in countries most at risk •Debuted 2030 responsibility goals focused on advancing our mission | ||||
i |  | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
Letter to Shareholders
George D. Yancopoulos,
M.D., Ph.D.
Leonard S. Schleifer,
M.D., Ph.D
DEAR FELLOW SHAREHOLDERS,
Regeneron’s future is more promising than ever, and we remain true to what has set us apart from the beginning: a deep
scientific focus, a commitment to developing novel, disruptive technologies that deliver real-world impact, and a relentless drive to
continue to push the boundaries that currently limit progress and patient benefit.
With a high-performing commercial portfolio, a highly productive research and development (“R&D”) effort that has generated
nearly 50 novel drug candidates currently in clinical development, disciplined capital allocation, and a talented workforce, we are
poised to deliver multiple new breakthrough medicines in the coming years and help even more people in need.
For Regeneron to continue to succeed, we must also understand and acknowledge the broader forces shaping our industry. For
many years, the biopharma industry has been under attack regarding affordability of drugs for the average person. While this is a
critical issue that needs solving, it should not overshadow the tremendous overall burden healthcare imposes on our society and
economic system: U.S. healthcare spending currently accounts for almost 20% of the Gross Domestic Product (GDP), only a
small fraction of which is spent on medicines, and is estimated to grow substantially as the population ages and inadequately
treated chronic diseases become more prevalent. Devoting so much of our economy to healthcare is simply unsustainable and
threatens not only our entire economic system but our way of life. The only solution is disruptive innovation – improving the
efficiency of preventative and interventional healthcare delivery while developing new medicines that can effectively reduce
disease burden. Achieving this requires the right incentives and environment, including sustained investment in and support for a
robust biotech ecosystem, as well as efforts to educate and attract the best and the brightest minds to address the looming
existential crisis.
The United States has long been the world leader in healthcare innovation, particularly in drug discovery. That leadership has
been threatened as other developed countries benefit from U.S. innovation without contributing their fair share of the cost. More
recently, the industry faces growing competition from China, driven by increased government investment and support for its
biotech sector and efforts to streamline regulatory inefficiencies.
For more than a decade, we have argued that one approach to improving affordability in the United States is to compel other
developed nations to contribute an equitable share of the cost of innovation. Decreasing the price of drugs in the United States,
without raising prices for other developed nations, would eventually result in a substantial decrease in the enormous and risky
investments required to discover and develop them. For this reason, we have supported the Administration’s efforts to promote a
more balanced sharing of costs for medicines other developed countries rely upon. We are encouraged by initial progress on this
front, including our recently announced “Most Favored Nation” agreement and similar agreements from biopharma peers, which
we believe offer an important step forward while still supporting innovation within the robust American biotechnology industry.
Just as urgently, the United States must dramatically increase investment to meet the challenge posed by China’s rapidly
expanding biomedical ambitions. China is investing heavily and strategically in drug discovery and development, and the United
States’ leadership position, which was built over decades through sustained public and private investment, cannot be taken for
granted. Rather than vilifying the biopharmaceutical industry, we urge policymakers, regulators, and the public to recognize what
is truly at stake: America’s ability to remain the world’s main driver of the scientific and medical progress that will deliver the many
novel treatments our aging population will require. Much of healthcare R&D is funded by the profits of our industry – if we lose
those profits to China, R&D investment and progress in the United States would grind to a halt.
To sustain R&D innovation, we can no longer accept the inefficiencies and delays in the complex clinical development process
that often takes 5-10 years to bring an important new medicine to patients. We must find ways to make the regulatory process for
new medicines more efficient, while remaining rigorous and patient-focused. We believe the U.S. Food and Drug Administration
(“FDA”) has taken recent steps to this end, and we look forward to continued interactions to further our shared goal of bringing
safe and effective medicines to people in need as quickly as possible.
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | ii |
In addition, we need to remain leaders in the high-tech manufacturing of biopharmaceuticals. Regeneron advocated in front of
Congress in 2014 for increased focus and investment on large-scale domestic biopharmaceutical manufacturing capacity, in
anticipation of future biologic threats. The COVID-19 crisis brought this warning to bear. We are encouraged by recent efforts of
the Administration to incentivize increased investment in such domestic capabilities, and Regeneron has continued to expand our
own capacity in the United States.
Finally, we cannot ignore that disruptive innovation depends on people – and this nation must do more to find, educate, and
attract the best and the brightest of the next generation to tackle the most important problems. We are trying to do our part at
Regeneron. Like many of our country’s leading innovators, both of us got our start participating in high school science
competitions – and we are proud that Regeneron is now the sponsor of the world’s premier high school competitions that first
engaged us – the Regeneron Science Talent Search and the Regeneron International Science and Engineering Fair.
Regeneron’s nimble, data-focused, and creative culture makes us perfectly suited to thrive in today’s dynamic landscape. Our
history has been distinguished by the pioneering of new technologies that made us leaders in many of the major fields that have
revolutionized the biotechnology industry: from our soluble receptor (or Trap) technology that delivered EYLEA HD® (aflibercept)
Injection 8 mg and EYLEA® (aflibercept) Injection, to our VelocImmune® technology (utilizing mice with genetically-humanized
immune systems) that delivered Dupixent® (dupilumab) and Libtayo® (cemiplimab) and helped us become leaders in the human
antibody space, to our bispecific technologies that delivered Lynozyfic® (linvoseltamab) and Ordspono® (odronextamab), to our
advances in human sequencing and genetic medicines that are delivering new breakthroughs such as Otarmeni™ (lunsotogene
parvec-cwha), which was recently approved by the FDA for genetic hearing loss.
Altogether, our team and technologies have delivered 15 approved or authorized medicines since our inception, averaging nearly
one new product launch per year over the past 15 years (including several “blockbusters”) and representing industry-leading in-
house productivity. We have an ever-expanding toolkit of therapeutic modalities to help us solve some of the toughest healthcare
challenges, often through novel and creative combinatorial therapeutic approaches. In addition, over the last decade, we have
made enormous investments to build the world’s largest collection of “big data” in which de-identified electronic health records
(“EHRs”) are linked to molecular data (DNA sequence and proteomics data). While artificial intelligence (“AI”) offers enormous
potential, it depends on large, high-quality datasets, and integrating those data with AI is already accelerating our drug discovery
and development efforts.
At the core of these capabilities is the best team in the industry, bringing a broad array of expertise and shared focus on patient
impact, which gives us confidence that we will continue our track record of remarkable productivity.
In 2026, we look to maximize commercial and pipeline opportunities as we enhance our focus on speed and operational
efficiency. We are building on our foundation with long-term investments in science, capabilities, and people, including by
integrating new digital technologies (such as AI), expanding our manufacturing footprint, and advancing a broad range of
therapeutics and targets to create new possibilities for patients in need.
Our ability to continuously push the boundaries that currently limit biotechnology is reflected in our first approved gene therapy,
Otarmeni, for people born with an ultra-rare condition resulting in severe-to-profound hearing loss due to variants of the otoferlin
gene. Otarmeni was selected by the FDA to receive a National Priority Voucher intended to dramatically accelerate the review
and approval process for crucial, high-priority new medicines. Many of the children treated with Otarmeni in our clinical trial went
from having profound hearing loss to normal or near-normal natural hearing. This achievement reminds us of the power of
science and the very real impact we make on people’s lives.
Moreover, we are proud to provide this groundbreaking new gene therapy for free in the United States, an unprecedented offering
that demonstrates how Regeneron is a very different type of company – and is willing to do things that few others would even
consider – to further our goal of making a difference in people’s lives.
Advances like Otarmeni remind us why we do what we do and inspire us for what is to come. We have already built one of the
industry’s most successful commercial portfolios and promising clinical pipelines, and we are just getting started. We are
committed to doing our part to keep Regeneron and America the undisputed leader in scientific and biomedical innovation, and
we thank you for your continued trust and partnership in this journey.
Sincerely,
 |  | |
Leonard S. Schleifer, M.D., Ph.D. Board co‑Chair, President and Chief Executive Officer | George D. Yancopoulos, M.D., Ph.D. Board co‑Chair, President and Chief Scientific Officer |
iii | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
 REGENERON PHARMACEUTICALS, INC. 777 Old Saw Mill River Road Tarrytown, New York 10591-6707 |
Notice of Annual Meeting
of Shareholders
The 2026 Annual Meeting of Shareholders of Regeneron Pharmaceuticals, Inc. (the “Company”) will be held on
Friday, June 12, 2026, commencing at 10:30 a.m., Eastern Time, virtually via the Internet at
www.virtualshareholdermeeting.com/REGN2026, for the following purposes:
1 | 2 | 3 | 4 | ||
Elect five directors for a one-year term | Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 | Cast an advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in these proxy materials (say-on-pay) | Act upon such other matters as may properly come before the meeting and any adjournment(s) or postponement(s) thereof | ||
The board of directors has fixed the close of business on April 14, 2026 as the record date for determining shareholders
entitled to notice of, and to vote at, the Annual Meeting and at any adjournment(s) or postponement(s) thereof.
Pursuant to the rules of the U.S. Securities and Exchange Commission, we have elected to use the “Notice and Access”
method of providing our proxy materials over the Internet. Accordingly, we will mail, beginning on or about April 24, 2026,
a Notice of Internet Availability of Proxy Materials to our shareholders of record and beneficial owners as of the record
date (other than (i) those who previously elected to receive proxy materials by e-mail, (ii) those who have previously asked
to receive paper copies of the proxy materials, and (iii) shareholders who participate and hold shares of common stock in
the Regeneron Pharmaceuticals, Inc. 401(k) Savings Plan or the Regeneron Ireland Share Participation Plan). As of the
date of mailing of the Notice of Internet Availability of Proxy Materials, all shareholders and beneficial owners will have the
ability to access all of the proxy materials on a website referenced in the Notice of Internet Availability of Proxy Materials.
The Notice of Internet Availability of Proxy Materials also contains a toll-free telephone number, an e-mail address, and a
website where shareholders can request a paper or electronic copy of the proxy statement, our 2025 annual report, and/or
a form of proxy relating to the Annual Meeting. These materials are available free of charge. The Notice of Internet
Availability of Proxy Materials also contains information on how to access and vote the form of proxy.
We have opted to hold the Annual Meeting as a virtual-only meeting, which means that you will not be able to attend the
Annual Meeting in person. All shareholders will be able to attend the Annual Meeting and participate electronically, which
will allow them to vote their shares on the date of the Annual Meeting and ask questions during the meeting. We have
designed the format of the Annual Meeting to ensure that shareholders are afforded similar rights and opportunities to
participate as they would at an in-person meeting.
As Authorized by the Board of Directors,
Joseph J. LaRosa
Executive Vice President, General Counsel and Secretary
April 24, 2026
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | iv |
Table of Contents
Introduction....................................................... | 1 | |
Annual Meeting Dashboard......................... | 1 | |
Regeneron’s Story....................................... | 2 | |
What’s New................................................... | 3 | |
Declassified the Board of Directors............. | 3 | |
Established New Digital Technology Committee................................ | 3 | |
Enhanced Board Committee Membership ............................ | 3 | |
Continued to Engage Extensively with Shareholders........…............................ | 3 | |
Key Compensation Decisions and Compensation-Related Outcomes.............. | 4 | |
Business Highlights..................................... | 4 | |
Board Snapshot.......................................... | 5 | |
Board of Directors............................................ | 6 | |
Meet the Board............................................. | 6 | |
Director Matrix............................................ | 7 | |
Director Nominees....................................... | 8 | |
Director Independence................................ | 21 | |
Board Committees....................................... | 21 | |
Compensation of Directors......................... | 27 | |
Overview..................................................... | 27 | |
Non-Employee Director Compensation Philosophy........................... | 27 | |
Cash Fees, Expenses, and Matching Gift Program.......................................…..... | 27 | |
Annual Equity Awards................................. | 28 | |
Equity Awards to New Directors.................. | 28 | |
2025 Director Compensation...................... | 29 | |
 | Proposal No. 1: Election of Directors | 29 |
Corporate Governance..................................... | 30 | |
Governance Overview................................. | 30 | |
Board Governance....................................... | 31 | |
Declassification of the Board of Directors.................................................. | 31 | |
Board Meetings and Attendance of Directors.................................................. | 31 | |
Director Refreshment Philosophy................ | 31 | |
Procedures Relating to Nominees; Board Succession Planning................................... | 33 | |
Director Onboarding.................................... | 34 | |
Board and Committee Self-Assessments... | 34 | |
Board Leadership........................................ | 35 | |
Management Succession Planning and Talent Development Process...................... | 37 | |
Board Oversight of Risk.............................. | 38 | |
Communicating with the Board................... | 39 | |
Longstanding Commitment to Shareholder Engagement............................ | 39 | |
Overview of Our Engagement Program...... | 39 | |
2025 Shareholder Engagement.................. | 40 | |
Additional Actions Responsive to Shareholder Feedback................................ | 41 | |
Capital Structure........................................... | 42 | |
Other Governance Policies.......................... | 44 | |
Code of Ethics............................................. | 44 | |
Public Policy Engagement.......................... | 44 | |
Stock Ownership Guidelines....................... | 44 | |
Insider Trading Policy.................................. | 44 | |
The Company.................................................... | 45 | |
Executive Officers of the Company............ | 45 | |
Corporate Responsibility............................. | 48 | |
2025 Highlights........................................... | 48 | |
2030 Goals.................................................. | 48 | |
Certain Relationships and Related Transactions................................... | 49 | |
Review, Approval, or Ratification of Transactions with Related Persons............. | 49 | |
Transactions with Related Persons............. | 49 | |
Indemnification of Directors and Officers..... | 49 | |
Security Ownership of Certain Beneficial Owners and Management............................ | 50 | |
Audit Matters................................................ | 53 | |
Introduction................................................. | 53 | |
Information about Fees Paid to Independent Registered Public Accounting Firm.......................................... | 54 | |
Audit Committee Report.............................. | 55 | |
| Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm | 55 |
Compensation-Related Matters....................... | 56 | |
Compensation Discussion and Analysis... | 56 | |
Our Named Executive Officers.................... | 56 | |
Executive Summary..................................... | 57 | |
Introduction to Our Compensation Program............................ | 57 | |
What’s New.............................................. | 58 | |
Compensation Program Overview.............. | 61 | |
Compensation Program Objectives and Principles........................................... | 61 | |
How Our Compensation Program Works......................................... | 62 | |
Key Compensation Program Governance Features.............................. | 63 | |
v | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
Components of Executive Pay: What We Pay and Why We Pay It.............................. | 64 | |
Base Salaries........................................... | 64 | |
Annual Cash Incentives........................... | 65 | |
Annual Equity Awards.............................. | 69 | |
Perquisites and Personal Benefits........... | 72 | |
Potential Severance Payments................ | 72 | |
Compensation Processes........................... | 73 | |
Compensation Committee........................ | 73 | |
Management; Management’s Compensation Consultant........................ | 74 | |
Shareholder Input and Outreach and the 2025 Say-on-Pay Vote Result.................. | 74 | |
Independent Compensation Consultant... | 76 | |
Peer and Other Market Data.................... | 76 | |
Risk Assessment...................................... | 78 | |
Tax Implications........................................ | 78 | |
Compensation Committee Report.............. | 79 | |
Compensation Committee Interlocks and Insider Participation.................................... | 79 | |
Compensation Dashboard.......................... | 80 | |
2025 Executive Compensation Tables........ | 80 | |
2025 Summary Compensation Table....... | 80 | |
2025 Grants of Plan-Based Awards......... | 81 | |
Outstanding Equity Awards at 2025 Fiscal Year-End........................................ | 82 | |
2025 Option Exercises and Stock Vested............................................ | 85 | |
Nonqualified Deferred Compensation at 2025 Fiscal Year-End............................... | 85 | |
Post-Employment Compensation............. | 86 | |
Additional Compensation Information.......... | 90 | |
Annual Cash Incentives............................ | 90 | |
Perquisites and Personal Benefits............ | 92 | |
Potential Severance Payments................ | 93 | |
Pay Ratio.................................................. | 94 | |
Pay Versus Performance.......................... | 95 | |
Equity Compensation Information............ | 98 | |
| Proposal No. 3: Advisory Vote on Compensation of Named Executive Officers (Say-on-Pay) | 101 |
Other Matters..................................................... | 102 | |
General Information about the Meeting...... | 102 | |
Appendix A – Note Regarding Forward- Looking Statements and Non-GAAP Financial Measures........................................... | 109 | |
Key Proxy Information | ||
What’s New.................................................... | 3 | |
Governance Overview................................... | 30 | |
Board Oversight of Risk................................. | 38 | |
2025 Shareholder Engagement..................... | 40 | |
Corporate Responsibility................................ | 48 | |
Compensation Program Overview................. | 61 | |
NOTE REGARDING FORWARD-LOOKING STATEMENTS AND NON-GAAP FINANCIAL MEASURES: See Appendix
A for important information regarding forward-looking statements and financial measures not calculated in accordance
with U.S. Generally Accepted Accounting Principles contained in this proxy statement.
NOTE REGARDING TRADEMARKS AND PRODUCT NAMES: “ARCALYST®,” “Evkeeza®,” “EYLEA®,” “EYLEA HD®,”
“Inmazeb®,” “Libtayo®,” Lynozyfic®," "Ordspono™,” “Otarmeni™,” “Praluent®” (in the United States), “REGEN-COV®,”
Regeneron®,” “Regeneron Genetics Center®,” “RGC®,” “Veopoz®,” “VelociGene®,” “VelocImmune®,” and “ZALTRAP®” are
trademarks of Regeneron Pharmaceuticals, Inc. (“Regeneron”). This proxy statement refers to products marketed or
otherwise commercialized by Regeneron, its collaborators, and other parties. Consult the product label in each territory for
specific information about such products.
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 1 |
Introduction | Board of Directors | Corporate Governance | The Company | Compensation-Related Matters | Other Matters | |||||||||||||||||
Introduction
Annual Meeting Dashboard
General Information
 | Meeting Date and Time June 12, 2026 10:30 am., Eastern Time |  | Record Date April 14, 2026 |  | Location Online at www.virtualshareholdermeeting.com/REGN2026 | ||
Meeting Agenda
Proposal 1 Election of five directors for a one-year term: | |||||||
 Joseph L. Goldstein, M.D. |  Christine A. Poon |  David P. Schenkein, M.D. |  Craig B. Thompson, M.D. |  Huda Y. Zoghbi, M.D. | |||
 | |||||||
| The board recommends a vote FOR each director nominee | see page 29 | |||||
Proposal 2 Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 | ||||
| ||||
| The board recommends a vote FOR this proposal | see page 55 | ||
Proposal 3 Advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in these proxy materials (say-on-pay) | ||||
| ||||
| The board recommends a vote FOR this proposal | see page 101 | ||
See “Other Matters—General Information about the Meeting” starting on page 102 for questions and answers related to
the annual meeting, how to vote, and other matters.
2 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
Introduction | Board of Directors | Corporate Governance | The Company | Compensation-Related Matters | Other Matters | |||||||||||||||||
Regeneron’s Story
As you read this proxy statement, we encourage you to consider Regeneron’s unique story, which is an important
backdrop for understanding our company, our corporate governance structure, and our compensation program.
Since its founding in 1988, Regeneron’s mission has been to use the power of science to repeatedly bring new medicines
to patients in need. To date, Regeneron has internally developed 15 approved or authorized medicines,1 including four
current “blockbuster” medicines that are each generating over $1 billion of net product sales annually. In the last 15 years,
we have averaged nearly one new product launch per year, significantly outpacing the industry while also advancing a
best-in-class pipeline that now consists of nearly 50 product candidates across many different therapeutic areas.
But how did we get here? Our path to success has been unusual, with remarkable consistency of purpose and leadership
despite decades of adversity in an industry where failure is the rule, not the exception. It took over 20 years to produce the
Company’s first approved product, and nearly 25 years to turn a profit. All the while, Regeneron remained steadfast in its
belief that advancing fundamental science and establishing foundational technologies would eventually yield a robust
pipeline of products. And that is exactly what has transpired. Each of Regeneron’s approved medicines was invented
using foundational technologies developed at Regeneron. It was those technologies that enabled Regeneron to discover
and develop a COVID-19 therapeutic in record time and bring to the world the first-ever approved treatment for the Ebola
virus – testaments to Regeneron’s corporate philosophy of “Doing Well by Doing Good.” In the most recent decade,
Regeneron has been a pioneer in the development of genetics-based technologies, which, together with its other
foundational technologies, continue to drive pipeline growth as we pursue the next wave of life-changing medicines.
We have been led on this incredible journey for nearly four decades by our co-founders, Drs. Schleifer and Yancopoulos,
who still run the Company today and represent the longest-tenured Chief Executive Officer and Chief Scientific Officer pair
in the history of the industry. Consistency of leadership and strong employee retention have had a lasting impact on the
organization and represent one of our key competitive advantages in an industry where it typically takes over a decade to
develop and bring a new product to market. Some of the earliest scientists to join Drs. Schleifer and Yancopoulos still play
critical roles in the Company’s research and development efforts and have helped instill our distinct culture in the next
generation of leaders. Company-wide, we had an industry-leading retention rate of 93% in 2025.
Despite our size and maturity today, our science-first approach still makes us who we are and drives everything we do.
The current makeup of our board of directors reflects this principle: six of our 13 directors are members of the National
Academy of Sciences, and our board includes two Nobel laureates and holders of many scientific awards. Company-wide,
over 1,800 of our over 15,000 full-time employees as of year-end 2025 held a Ph.D. and/or M.D. Our primary capital
allocation strategy remains the investment in best-in-class research and development capabilities, including $5.9 billion
invested in 2025 alone.
We continue to invest in our deep scientific and technological capabilities because we believe our story is just beginning.
We remain committed to operating with the long-term outlook that is required to turn rigorous scientific research into
groundbreaking new medicines, the ultimate driver of sustainable, long-term value creation for Regeneron’s shareholders.
1These medicines span multiple therapeutic areas, including ophthalmology, immunology and inflammation, cancer, hematology, cardiovascular diseases, and
rare diseases, and comprise EYLEA HD® (aflibercept) Injection 8 mg, EYLEA® (aflibercept) Injection, Dupixent® (dupilumab), Libtayo® (cemiplimab),
Praluent® (alirocumab), Kevzara® (sarilumab), Evkeeza® (evinacumab), Ordspono™ (odronextamab), Lynozyfic® (linvoseltamab), Inmazeb® (atoltivimab,
maftivimab, and odesivimab), Veopoz® (pozelimab), Otarmeni™ (lunsotogene parvec-cwha), ARCALYST® (rilonacept), ZALTRAP® (ziv-aflibercept), and
REGEN-COV®/Ronapreve™(previously approved/authorized for the treatment of COVID-19 until the emergence of variants not susceptible to the treatment).
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 3 |
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What’s New
Declassified the Board of Directors
At our 2025 annual meeting, our shareholders approved a board-sponsored proposal to amend the Company’s 
Certificate of Incorporation to declassify the board. As a result, we have amended our Certificate of Incorporation to
phase out the classification of our board over a three-year period. This important step in eliminating a legacy feature of
our governance structure was a direct result of our extensive shareholder engagement and illustrates our
responsiveness to shareholder concerns and adherence to best practices in corporate governance.
For more information about the declassification of our board, see “Corporate Governance—Board Governance—
Declassification of the Board of Directors” on page 31.
Established New Digital Technology Committee
In response to the evolving landscape and strategic challenges and opportunities related to digital technology and
artificial intelligence, the board established a new Digital Technology standing committee in April 2026.
Key responsibilities include primary oversight of the Company’s (i) strategy pertaining to digital technology
(including artificial intelligence) and use of digital technology to advance its business objectives, competitive position,
and long-term value creation in a way that safeguards the Company’s reputation; and (ii) information security (including
cybersecurity), data governance, and related digital technology risks, controls, and procedures.
Chaired by Dr. Guarini, who has extensive experience in information technology, data security, and
artificial intelligence.
For more information about the Digital Technology Committee, see “Board of Directors—Board Committees—Digital
Technology Committee” on page 25.
Enhanced Board Committee Membership
Enhanced our committee membership with the addition of Drs. Coles and Schenkein to our Compensation Committee
and Dr. Thompson to our Corporate Governance and Compliance Committee. Each new committee member brings
substantial experience and a fresh perspective to their new role, while gaining the opportunity to deepen their
understanding of different areas of the Company’s operations and governance, enhancing the board’s
collective expertise.
Reflects the board’s ongoing commitment to strengthening its overall effectiveness by promoting fresh perspectives,
leveraging varied leadership styles, and supporting board succession planning.
For more information about our committees, see “Board of Directors—Board Committees” on page 21.
Continued to Engage Extensively with Shareholders
Invited engagement with shareholders collectively representing 51% of our public shares.
Engaged in direct one-on-one discussions with shareholders representing 42% of our public shares.
42% engaged | 51% contacted | ||
For more information about our engagement efforts in 2025, see “Corporate Governance—Longstanding Commitment to
Shareholder Engagement” on page 39.
4 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
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Key Compensation Decisions and
Compensation-Related Outcomes
Modest increases to cash compensation: Provided modest increases to the annual cash incentive awards and base 
salaries of our Named Executive Officers (“NEOs”), with an additional base salary adjustment for our Chief Financial
Officer (“CFO”) to enhance market competitiveness.
No CEO/CSO year-end equity awards; generally flat year-end equity awards for other NEOs: Did not grant any
equity awards to our CEO or CSO in 2025 as the Compensation Committee continued to actively discuss and consider
a potential new CEO/CSO equity program design, and kept the value of 2025 year-end equity awards for other NEOs
generally flat year over year with the exception of an increase to our CFO’s equity award value to enhance market
competitiveness and to reflect expected future contributions to corporate performance.
Record-low burn rate: Achieved a record-low burn rate of 2.00% in 2025, despite maintaining one of the broadest
equity programs among our peers and increasing the number of our employees year-over-year.
For more information about our compensation highlights for 2025, see “Compensation-Related Matters—Compensation
Discussion and Analysis—Executive Summary—What’s New—2025 Compensation Program” on page 59.
Business Highlights
We delivered top- and bottom-line growth: Grew full-year 2025 revenues 1% to $14.34 billion versus 2024;
achieved full-year 2025 GAAP and non-GAAP diluted net income per share, or EPS, of $41.48 and
$44.31, respectively.2
We returned capital to our shareholders: Repurchased $3.5 billion of common stock and initiated quarterly cash
dividend program.
We invested in our future: Invested $5.9 billion in research and development; deployed nearly $900 million in capital
expenditures primarily to expand our U.S.-based research and manufacturing facilities.
For more information about our business highlights for 2025, see “Compensation-Related Matters—Compensation
Discussion and Analysis—Executive Summary—What’s New—2025 Business Developments” on page 58.
2Non-GAAP net income, and non-GAAP net income per share, or EPS, are not measures calculated in accordance with GAAP. See Appendix A for a
definition of these measures and a reconciliation of each of these measures to the most directly comparable GAAP financial measure.
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 5 |
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Board Snapshot
Leonard S. Schleifer, M.D., Ph.D. Board co-Chair, President and Chief Executive Officer of Regeneron |  |
 | George D. Yancopoulos, M.D., Ph.D. Board co-Chair, President and Chief Scientific Officer of Regeneron |
 | Kathryn Guarini, Ph.D. Former Chief Information Officer of International Business Machines Corporation (IBM) |
George L. Sing Chief Executive Officer of GanD, Inc. and Chair of Grace Science, LLC |  |
85% Independence |
46% Members of National Academy of Science |
97% Average Director Meeting Attendance |
Arthur F. Ryan Former Chief Executive Officer and Chair of the Board of Prudential Financial, Inc. |  |
 | David P. Schenkein, M.D. General Partner and Co-lead of Life Sciences at GV (formerly Google Ventures) |
Joseph L. Goldstein, M.D. Regental Professor of Molecular Genetics and Internal Medicine and Chair of the Department of Molecular Genetics at The University of Texas Southwestern Medical Center at Dallas |  |
 | Craig B. Thompson, M.D. Former President and Chief Executive Officer of Memorial Sloan Kettering Cancer Center |
 | Bonnie L. Bassler, Ph.D. Andrew K. Golden University Professor and Squibb Professor in Molecular Biology at Princeton University |
Michael S. Brown, M.D. Regental Professor of Molecular Genetics and Internal Medicine and Director of the Jonsson Center for Molecular Genetics at The University of Texas Southwestern Medical Center at Dallas |  |
 | N. Anthony Coles, M.D. Former Chair, President, and Chief Executive Officer of Cerevel Therapeutics |
Huda Y. Zoghbi, M.D. Professor in the Departments of Pediatrics, Molecular and Human Genetics, and Neurology and Neuroscience at Baylor College of Medicine |  |
Christine A. Poon Former Vice Chair and Worldwide Chair of Pharmaceuticals at Johnson & Johnson | |
 |
Board Leadership
Board co-Chair Leonard S. Schleifer, M.D., Ph.D. |  Board co-Chair George D. Yancopoulos, M.D., Ph.D. |  Lead Independent Director Christine A. Poon | ||||||||||
6 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
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Board of Directors
Meet the Board
At Regeneron, we lead with science as we pursue our mission of repeatedly bringing life-changing medicines to patients.
Our business is built on investment in our deep scientific and technological capabilities, which drive our research,
preclinical development, clinical, and manufacturing efforts.
The composition of our board is shaped by this business model and the recognition that our board members must have
predominantly science-based backgrounds to effectively provide robust, independent oversight of management. The
current makeup of our board reflects this principle: six of our 13 directors are members of the National Academy of
Sciences, and our board includes two Nobel laureates and holders of many scientific awards. In addition, the board
includes individuals with experience building shareholder value through all stages of corporate development. Various
members also bring substantial governance, financial, policy, and management expertise gained from their professional
backgrounds and their service on other boards.
The board’s composition also reflects our commitment to ensuring that the board as a whole possesses a wide range of
experience, attributes, and backgrounds.
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 7 |
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Director Matrix
The board and the Corporate Governance and Compliance Committee seek to ensure that our directors as a group
possess the mix of skills and experiences to provide effective oversight and guidance to management to execute on the
Company’s long-term strategy. The table below summarizes key qualifications, skills, or attributes of the board of
directors. The marks indicate specific areas of focus or expertise but are not meant to be an exhaustive list. The director
biographies below describe these qualifications and relevant experience in more detail. We believe the table below
demonstrates the breadth and depth of the collective experience, expertise, and skills of our board of directors.
Experience, Expertise, or Attribute | ||||||||||||||
 | Industry Experience Significant experience with complex issues within the healthcare industry | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ||
 | Executive/Leadership Experience Experience in a senior management position at a large publicly traded or private company or other large complex organization (including academic institutions) | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● |
 | Science/Biotech Background Advanced scientific degree and/or related work experience in the scientific and/or biotechnology fields | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | |
 | Research/Academic Experience Experience in a leadership or senior advisory position at a research and/or academic institution (including in an administrative or faculty role) | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ||
 | Business Strategy/ Operations Experience Experience in positions advising or overseeing strategic development or operations of an organization | ● | ● | ● | ● | ● | ● | ● | ● | ● | ||||
 | Financial Expertise Expertise in financial accounting and reporting processes or the direct or indirect supervision of the financial management of a major organization | ● | ● | ● | ● | ● | ● | ● | ||||||
 | Public Company CEO Experience | ● | ● | ● | ● | |||||||||
 | Technology/Digital Experience Experience in the technology field, including related to digital technologies that facilitate business objectives (such as information technology and artificial intelligence) | ● | ● | |||||||||||
 | National Academy of Sciences Membership | ● | ● | ● | ● | ● | ● | |||||||
Huda Y.
Zoghbi, M.D.
Craig B. Thompson,
M.D.
George D.
Yancopoulos, M.D., Ph.D.
Joseph L.
Goldstein, M.D.
Michael S. Brown,
M.D.
Kathryn Guarini,
Ph.D.
Christine A.
Poon
David P. Schenkein,
M.D.
Leonard S. Schleifer,
M.D., Ph.D.
N. Anthony
Coles, M.D.
Bonnie L.
Bassler, Ph.D.
Arthur F. Ryan
George L. Sing
8 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
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Director Nominees
Last year, our board and shareholders approved an amendment to the Company’s Certificate of Incorporation to
declassify the board. The declassification is being phased in over a three-year period, commencing with the 2026 Annual
Meeting. Accordingly, at the 2026 Annual Meeting, the following Class II directors are standing for election for a term of
one year expiring at the 2027 annual meeting and until their successors are duly elected and qualified or until their earlier
death, resignation or removal. For more information about the declassification of our board, see “Corporate Governance—
Board Governance—Declassification of the Board of Directors” on page 31.
Unless otherwise noted, biographical information is given as of April 14, 2026 for each nominee and for each of the other
directors whose term of office will continue after the 2026 Annual Meeting. All nominees are presently directors and were
previously elected by the shareholders. None of the corporations or other organizations referred to below with which a
director has been or is currently employed is a parent, subsidiary, or affiliate of the Company.
 Age: 85 Director since: 1991 Board and Committee Membership— 2025 Attendance Board of Directors: 14/15 Corporate Governance and Compliance Committee: 5/5 Technology Committee: 2/2 | Joseph L. Goldstein, M.D. Career Highlights •Regental Professor of Molecular Genetics and Internal Medicine and Chair of the Department of Molecular Genetics at The University of Texas Southwestern Medical Center at Dallas since 1977 •Member of the boards of trustees of The Rockefeller University and the Howard Hughes Medical Institute •Nobel Prize for Physiology or Medicine in 1985 (jointly with Dr. Brown) •U.S. National Medal of Science in 1988 (jointly with Dr. Brown) | ||||
Experience and Expertise | |||||
| Industry Experience | | Executive/Leadership Experience | ||
| Science/Biotech Background | | Research/Academic Experience | ||
Scientific Society Memberships •The National Academy of Sciences •The National Academy of Medicine •The Royal Society of London | |||||
Reason for Nomination Dr. Goldstein’s extensive research experience, his distinguished scientific and academic credentials, including his receipt of the Nobel Prize for Physiology or Medicine in 1985, and his substantial understanding of the Company gained through his service as a director, led to the board’s decision to nominate Dr. Goldstein for reelection to the board. | |||||
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Age: 73 Director since: 2010 Lead Independent Director since: 2023 Board and Committee Membership— 2025 Attendance Board of Directors: 14/15 Compensation Committee (Chair): 11/11 Corporate Governance and Compliance Committee: 5/5 | Christine A. Poon Career Highlights •Former Executive‑in‑Residence in the Department of Management and Human Resources (from 2015 to 2020) and former Dean and John W. Berry, Sr. Chair in Business (from 2009 to 2014) at The Max M. Fisher College of Business at The Ohio State University •Former Vice Chair, Worldwide Chair of Pharmaceuticals, member of the Executive Committee, and member of the board of directors at Johnson & Johnson •Previously held senior leadership positions at Bristol‑Myers Squibb Company, including President of International Medicines and President of Medical Devices •Former member of the Supervisory Board of Royal Philips Electronics and the boards of directors of Decibel Therapeutics, Inc. and The Sherwin‑Williams Company | ||||
Experience and Expertise | |||||
| Industry Experience | | Executive/Leadership Experience | ||
| Science/Biotech Background | | Research/Academic Experience | ||
| Business Strategy/ Operations Experience | | Financial Expertise | ||
Other Public Company Boards •Neurocrine Biosciences, Inc. •Prudential Financial, Inc. | |||||
Reason for Nomination Ms. Poon’s extensive expertise in domestic and international business operations, including sales and marketing and commercial operations, and her deep strategic and operational knowledge of the pharmaceutical industry, led to the board’s decision to nominate Ms. Poon for reelection to the board. | |||||
10 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
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Age: 68 Director since: 2023 Board and Committee Membership— 2025 Attendance Board of Directors: 13/15 Compensation Committee: 5/5* Technology Committee: 2/2 | David P. Schenkein, M.D. Career Highlights •General Partner and Co‑lead of the Life Sciences team of GV (formerly Google Ventures) since 2019 •Adjunct attending physician in hematology at Tufts Medical Center since 2009 •Former President, Chief Executive Officer, Chair, and director of Agios Pharmaceuticals, Inc., where he continues to serve as a strategic advisor •Former Senior Vice President, Clinical Hematology/Oncology at Genentech Inc. •Former Adjunct Clinical Professor of Medical Oncology at Stanford University School of Medicine •Former Senior Vice President of Clinical Research at Millennium Pharmaceuticals, Inc. •Former director of Foundation Medicine, Inc. and bluebird bio, Inc. | ||||
Experience and Expertise | |||||
| Industry Experience | | Executive/Leadership Experience | ||
| Science/Biotech Background | | Research/Academic Experience | ||
| Business Strategy/ Operations Experience | | Financial Expertise | ||
| Public Company CEO Experience | ||||
* Dr. Schenkein was appointed as a member of the Compensation Committee of the board effective September 12, 2025. He attended all meetings of the Compensation Committee held after that date. | |||||
Other Public Company Boards •Denali Therapeutics Inc. •Prime Medicine, Inc. | |||||
Reason for Nomination Dr. Schenkein’s extensive leadership experience as an executive and corporate director in the pharmaceutical and healthcare industries, as well as his considerable research and academic experience, led to the board’s decision to nominate Dr. Schenkein for reelection to the board. | |||||
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 11 |
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Age: 73 Director since: 2022 Board and Committee Membership— 2025 Attendance Board of Directors: 15/15 Corporate Governance and Compliance Committee: 1/1* Technology Committee: 2/2 | Craig B. Thompson, M.D. Career Highlights •Former President and Chief Executive Officer of Memorial Sloan Kettering Cancer Center from 2010 to 2022, where he continues to oversee the Craig Thompson Lab •Co‑founder of Agios Pharmaceuticals, Inc. •Former director of Merck & Co., Inc. | ||||
Experience and Expertise | |||||
| Industry Experience | | Executive/Leadership Experience | ||
| Science/Biotech Background | | Research/Academic Experience | ||
| Business Strategy/ Operations Experience | | Financial Expertise | ||
Scientific Society Memberships •The National Academy of Sciences •The National Academy of Medicine •The American Academy of Arts and Sciences •The American Society for Clinical Investigation •The Association of American Physicians | |||||
Other Public Company Boards •Charles River Laboratories International, Inc. | |||||
* Dr. Thompson was appointed as a member of the Corporate Governance and Compliance Committee of the board effective September 12, 2025. He attended all meetings of the Corporate Governance and Compliance Committee held after that date. | |||||
Reason for Nomination Dr. Thompson’s extensive research and leadership experience in the pharmaceutical and healthcare industries, as well as his experience as a corporate director, led to the board’s decision to nominate Dr. Thompson for reelection to the board. | |||||
12 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
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Age: 71 Director since: 2016 Board and Committee Membership— 2025 Attendance Board of Directors: 14/15 Compensation Committee: 10/11 Technology Committee: 2/2 | Huda Y. Zoghbi, M.D. Career Highlights •Professor in the Departments of Pediatrics, Molecular and Human Genetics, and Neurology and Neuroscience at Baylor College of Medicine since 1994 •Director of the Jan and Dan Duncan Neurological Research Institute at Texas Children’s Hospital •Howard Hughes Medical Institute Investigator •Breakthrough Prize in Life Sciences •Pearl Meister Greengard Prize •March of Dimes Prize in Developmental Biology •Vanderbilt Prize in Biomedical Science | ||||
Experience and Expertise | |||||
| Executive/Leadership Experience | | Science/Biotech Background | ||
| Research/Academic Experience | ||||
Scientific Society Memberships •The National Academy of Sciences •The Institute of Medicine •The American Association for the Advancement of Science | |||||
Reason for Nomination Dr. Zoghbi’s extensive research experience and her scientific and academic career and accomplishments led to the board’s decision to nominate Dr. Zoghbi for reelection to the board. | |||||
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 13 |
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Class III Directors Continuing in Office
The terms of office for the Class III directors listed below expire at the 2027 Annual Meeting.
Age: 65 Director since: 2017 Board and Committee Membership— 2025 Attendance Board of Directors: 14/15 Audit Committee: 9/9 Compensation Committee: 8/8* | N. Anthony Coles, M.D. Career Highlights •Chair and CEO of TRATE Enterprises LLC, a privately‑held company, since 2013 •Former Chair (from 2018 to 2024) and President and Chief Executive Officer (from 2019 to 2023) of Cerevel Therapeutics Holdings, Inc., the parent entity of Cerevel Therapeutics, Inc. •Former Chief Executive Officer and Chair of the Board of Yumanity Therapeutics, Inc. •Former President, Chief Executive Officer and Chair of the Board of Onyx Pharmaceuticals, Inc. •Former President, Chief Executive Officer, and member of the board of directors of NPS Pharmaceuticals, Inc. •Previously held various leadership positions in the biopharmaceutical and pharmaceutical industries, including at Merck & Co., Inc., Bristol‑Myers Squibb Company, and Vertex Pharmaceuticals Incorporated •Former director of Laboratory Corporation of America Holdings, Campus Crest Communities, Inc., CRISPR Therapeutics AG, and McKesson Corporation | ||||
Experience and Expertise | |||||
| Industry Experience | | Executive/Leadership Experience | ||
| Science/Biotech Background | | Research/Academic Experience | ||
* Dr. Coles was appointed as a member of the Compensation Committee of the board effective April 4, 2025. He attended all meetings of the Compensation Committee held after that date. | |||||
| Business Strategy/ Operations Experience | | Financial Expertise | ||
| Public Company CEO Experience | ||||
Dr. Coles’s experience as a seasoned executive and corporate director with extensive knowledge of highly regulated biopharmaceutical and pharmaceutical companies, as well as his in-depth knowledge and understanding of the regulatory environment in which Regeneron operates, led to the board to conclude that Dr. Coles should serve as a director. | |||||
14 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
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Age: 54 Director since: 2023 Board and Committee Membership— 2025 Attendance Board of Directors: 15/15 Audit Committee: 9/9 | Kathryn Guarini, Ph.D. Career Highlights •Former Chief Information Officer of International Business Machines Corporation (IBM) from 2021 to 2023 •Previously held positions of increasing responsibility at IBM, including Vice President, Chief Operating Officer of IBM Research from 2020 to 2021; Vice President, Industry Research of IBM Research from 2018 to 2020; Vice President, Research Strategy of IBM Research from 2017 to 2018; and Vice President, Product Management of IBM Systems from 2014 to 2016 | ||||
Experience and Expertise | |||||
| Executive/Leadership Experience | | Technology/Digital Experience | ||
| Science/Biotech Background | | Business Strategy/ Operations Experience | ||
| Research/Academic Experience | ||||
Dr. Guarini’s experience as an executive of a major corporation and extensive knowledge of information technology, data security, and artificial intelligence matters led the board to conclude that Dr. Guarini should serve as a director. | |||||
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 15 |
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Age: 83 Director since: 2003 Board and Committee Membership— 2025 Attendance Board of Directors: 14/15 Audit Committee: 9/9 Corporate Governance and Compliance Committee (Chair): 5/5 | Arthur F. Ryan Career Highlights •Former Chief Executive Officer and Chair of the Board of Prudential Financial, Inc. from 1994 to 2008 •President and Chief Operating Officer of Chase Manhattan Bank from 1990 to 1994 •Managed Chase’s worldwide retail bank between 1984 and 1990 •Non‑executive director of the Royal Bank of Scotland Group plc from 2008 to 2013 •Director of Citizens Financial Group, Inc. from 2009 to 2019 | ||||
Experience and Expertise | |||||
| Industry Experience | | Executive/Leadership Experience | ||
| Business Strategy/ Operations Experience | | Financial Expertise | ||
| Public Company CEO Experience | ||||
Mr. Ryan’s substantial leadership experience as a chief executive officer of leading companies in the banking and insurance industries, and his extensive business experience and financial expertise, led the board to conclude that Mr. Ryan should serve as a director. | |||||
16 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
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Age: 76 Director since: 1988 Board and Committee Membership— 2025 Attendance Board of Directors: 14/15 Audit Committee (Chair): 9/9 Compensation Committee: 11/11 | George L. Sing Career Highlights •Chief Executive Officer of GanD, Inc. since 2016 •Chair of Grace Science, LLC since 2017 •Extensive venture capital and leadership experience in the biotechnology sector and high technology | ||||
Experience and Expertise | |||||
| Industry Experience | | Executive/Leadership Experience | ||
| Science/Biotech Background | | Business Strategy/ Operations Experience | ||
| Financial Expertise | | Technology/Digital Experience | ||
Mr. Sing’s extensive healthcare and financial expertise as a healthcare venture capital investor and biomedical company chief executive officer, his executive leadership experience, and his substantial knowledge of the Company led the board to conclude that Mr. Sing should serve as a director. | |||||
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Class I Directors Continuing in Office
The terms of office for the Class I directors listed below expire at the 2028 Annual Meeting.
Age: 63 Director since: 2016 Board and Committee Membership— 2025 Attendance Board of Directors: 14/15 Corporate Governance and Compliance Committee: 5/5 Technology Committee: 2/2 | Bonnie L. Bassler, Ph.D. Career Highlights •Andrew K. Golden University Professor since 2025, Squibb Professor in Molecular Biology since 2003, and former Chair of the Department of Molecular Biology from 2013 to 2015 at Princeton University •Howard Hughes Medical Institute Investigator •Former President of the American Society for Microbiology •Former member of the board of the American Association for the Advancement of Science, the National Science Foundation, and the American Academy of Microbiology •U.S. National Medal of Science •MacArthur Foundation Fellowship •Lounsbery Award •Shaw Prize for Life Science and Medicine •Gruber Prize in Genetics •Wolf Prize in Chemistry •Canada Gairdner International Award •Former director of Kaleido Biosciences, Inc. and Cidara Therapeutics, Inc. | ||||
Experience and Expertise | |||||
 | Industry Experience |  | Executive/Leadership Experience | ||
| Science/Biotech Background |  | Research/Academic Experience | ||
Scientific Society Memberships •The National Academy of Sciences •The National Academy of Medicine •The American Academy of Arts and Sciences | •The Royal Society of London •The American Philosophical Society | ||||
Other Public Company Boards •Royalty Pharma plc | |||||
Dr. Bassler’s extensive research experience and her scientific and academic career and accomplishments, as well as her experience as a corporate director, led the board to conclude that Dr. Bassler should serve as a director. | |||||
18 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
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Age: 85 Director since: 1991 Board and Committee Membership— 2025 Attendance Board of Directors: 14/15 Corporate Governance and Compliance Committee: 5/5 Technology Committee (Chair): 2/2 | Michael S. Brown, M.D. Career Highlights •Distinguished Chair in Biomedical Sciences since 1989 and Regental Professor of Molecular Genetics and Internal Medicine and Director of the Jonsson Center for Molecular Genetics since 1985 at The University of Texas Southwestern Medical Center at Dallas •Nobel Prize for Physiology or Medicine in 1985 (jointly with Dr. Goldstein) •U.S. National Medal of Science in 1988 (jointly with Dr. Goldstein) | ||||
Experience and Expertise | |||||
| Industry Experience | | Executive/Leadership Experience | ||
| Science/Biotech Background | | Research/Academic Experience | ||
Scientific Society Memberships •The National Academy of Sciences •The National Academy of Medicine •The Royal Society of London | |||||
Dr. Brown’s distinguished scientific and academic background, including his receipt of the Nobel Prize for Physiology or Medicine in 1985, and his significant industry experience gained through his service on the board of directors of the Company and the board of directors of a leading pharmaceutical company, led the board to conclude that Dr. Brown should serve as a director. | |||||
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 19 |
Introduction | Board of Directors | Corporate Governance | The Company | Compensation-Related Matters | Other Matters | |||||||||||||||||
Age: 73 Director since: 1988 Board co-Chair since: 2023 Board and Committee Membership— 2025 Attendance Board of Directors: 15/15 Technology Committee: 2/2 | Leonard S. Schleifer, M.D., Ph.D. Career Highlights •Founded the Company in 1988; built and managed the Company over the past 38 years together with Regeneron’s founding scientist, Dr. Yancopoulos •Director, President, and Chief Executive Officer of the Company since its inception •Co‑Chair of the Board since 2023; former Chair of the Board from 1990 through 1994 •Licensed physician certified in Neurology by the American Board of Psychiatry and Neurology | ||||
Experience and Expertise | |||||
| Industry Experience | | Executive/Leadership Experience | ||
| Science/Biotech Background | | Research/Academic Experience | ||
| Business Strategy/ Operations Experience | | Financial Expertise | ||
| Public Company CEO Experience | ||||
Dr. Schleifer’s significant industry and leadership experience, as well as his incomparable knowledge of the Company and in-depth understanding of the complex research, drug development, and business issues facing companies in the biopharmaceutical sector, led the board to conclude that Dr. Schleifer should serve as a director. | |||||
20 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
Introduction | Board of Directors | Corporate Governance | The Company | Compensation-Related Matters | Other Matters | |||||||||||||||||
Age: 66 Director since: 2001 Board co-Chair since: 2023 Board and Committee Membership— 2025 Attendance Board of Directors: 15/15 Technology Committee: 2/2 | George D. Yancopoulos, M.D., Ph.D. Career Highlights •Founding scientist of the Company; built and managed the Company since 1989 together with Dr. Schleifer •President and Chief Scientific Officer of the Company •Co‑Chair of the Board since 2023 and director of the Company since 2001 •11th most highly cited scientist in the world in the 1990s •Principal inventor and/or developer, together with key members of his team, of the 13 FDA‑approved drugs the Company has developed, EYLEA® (aflibercept) Injection, EYLEA HD® (aflibercept) 8 mg, Dupixent® (dupilumab), Libtayo® (cemiplimab), Praluent® (alirocumab), Kevzara® (sarilumab), Lynozyfic® (linvoseltamab), Evkeeza® (evinacumab‑dgnb), Inmazeb® (atoltivimab, maftivimab and odesivimab‑ebgn), Veopoz® (pozelimab) Injection, Otarmeni™ (lunsotogene parvec-cwha), ZALTRAP® (ziv‑aflibercept) Injection for Intravenous Infusion, and ARCALYST® (rilonacept) Injection for Subcutaneous Use, as well as of its foundation technologies, including the TRAP technology, VelociGene®, and VelocImmune® | ||||
Experience and Expertise | |||||
| Industry Experience | | Executive/Leadership Experience | ||
| Science/Biotech Background | | Research/Academic Experience | ||
| Business Strategy/ Operations Experience | ||||
Scientific Society Memberships •The National Academy of Sciences | |||||
Dr. Yancopoulos’s significant industry and scientific experience and distinguished record of scientific expertise, as well as his extensive knowledge of the Company and in-depth knowledge of the Company’s technologies and research and development programs, led the board to conclude that Dr. Yancopoulos should serve as a director. | |||||
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 21 |
Introduction | Board of Directors | Corporate Governance | The Company | Compensation-Related Matters | Other Matters | |||||||||||||||||
Director Independence
The board of directors has determined that each of the following currently serving directors is independent as defined
in the listing standards of the Nasdaq Stock Market LLC and our Corporate Governance Guidelines: Bonnie L. Bassler,
Ph.D., Michael S. Brown, M.D., N. Anthony Coles, M.D., Joseph L. Goldstein, M.D., Kathryn Guarini, Ph.D.,
Christine A. Poon, Arthur F. Ryan, David P. Schenkein, M.D., George L. Sing, Craig B. Thompson, M.D., and
Huda Y. Zoghbi, M.D. These individuals are affiliated with numerous educational institutions, hospitals, charities, and
corporations, as well as civic organizations and professional associations. The board of directors considered such
affiliations and determined that none of them conflicted with the interests of the Company or would impair a director’s
independence or judgment. In accordance with our Corporate Governance Guidelines, the board conducts executive
sessions of independent directors presided by the Lead Independent Director in connection with each regularly scheduled
board meeting, as discussed further below.
The board of directors has determined that each of the current members of the Audit Committee, Drs. Coles and Guarini
and Messrs. Ryan and Sing, is independent as defined for audit committee members in the listing standards of the
Nasdaq Stock Market LLC and U.S. Securities and Exchange Commission (“SEC”) rules; and that each of Dr. Coles and
Messrs. Ryan and Sing qualifies as an “audit committee financial expert” as that term is defined by SEC rules.
In addition, the board of directors has determined that each of the current members of the Compensation Committee,
Drs. Coles, Schenkein, and Zoghbi, Ms. Poon, and Mr. Sing, meets the additional independence criteria applicable to
compensation committee members under the listing standards of the Nasdaq Stock Market LLC and qualifies as a “Non-
Employee Director” pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Board Committees
The board has a standing Audit Committee, Compensation Committee, and Corporate Governance and Compliance
Committee. In addition, in April 2026, the board established a new standing Digital Technology Committee. Each of the
Audit Committee, Compensation Committee, Corporate Governance and Compliance Committee, and Digital Technology
Committee is comprised entirely of independent directors. The board also has a standing Technology Committee, which
provides direct oversight of our research and clinical development programs, plans, and policies. The charters for the
Audit Committee, Compensation Committee, Corporate Governance and Compliance Committee, Digital Technology
Committee, and Technology Committee are available on our website at www.regeneron.com under the “Governance”
heading on the “Investors & Media” page.
We show on the following pages, as applicable, information on the membership, key functions, recent focus areas, and
number of meetings of each board committee during 2025 (2026 in the case of the Digital Technology Committee).
22 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
Introduction | Board of Directors | Corporate Governance | The Company | Compensation-Related Matters | Other Matters | |||||||||||||||||
Audit Committee
Members | Key Functions of the Committee •Select the independent registered public accounting firm, review and approve its engagement letter, and monitor its independence and performance •Review the overall scope and plans for the annual audit by the independent registered public accounting firm •Approve permissible non-audit services by the independent registered public accounting firm and evaluate the performance and independence of the independent registered public accounting firm •Review and approve the Company’s periodic financial statements and the results of the year-end audit •Review and discuss the adequacy and effectiveness of the Company’s accounting and internal control policies and procedures •Evaluate the internal audit process for establishing the annual audit plan; review and approve the appointment and replacement of the Company’s Chief Audit Executive, if applicable, and any outside entities providing internal audit services and evaluate their performance on an annual basis •Review the independent registered public accounting firm’s recommendations concerning the Company’s financial practices and procedures •Oversee the Company’s risk management program •Discuss with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures •Establish procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters and for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters •Review and approve any related person transaction •Prepare an annual report of the Audit Committee for inclusion in the Company’s proxy statement Recent Focus Areas •Enterprise resource planning system modernization •Cybersecurity risk management •Artificial intelligence and other digital technology •International expansion and related audit and tax matters •Capital allocation | |
 | George L. Sing, Chair | |
 | N. Anthony Coles, M.D. | |
 | Kathryn Guarini, Ph.D. | |
 | Arthur F. Ryan | |
Number of Meetings Held in 2025 9 | ||
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 23 |
Introduction | Board of Directors | Corporate Governance | The Company | Compensation-Related Matters | Other Matters | |||||||||||||||||
Compensation Committee
Members | Key Functions of the Committee •Evaluate the performance of the Chief Executive Officer, the Chief Scientific Officer, and other executive officers of the Company •Recommend compensation for the Chief Executive Officer and the Chief Scientific Officer for approval by the non-employee members of the board of directors •Approve compensation for other executive officers •Approve the total compensation budget for all Company employees •Oversee the Company’s compensation and benefit philosophy and programs generally •Oversee the Company’s strategies and policies related to human capital management, including with respect to workplace environment and culture; talent recruitment, development, and retention; and employee engagement* •Review and approve annually the corporate goals and objectives applicable to the compensation of the Chief Executive Officer and the goals and objectives of the Company’s executive compensation programs •Review and approve the Compensation Discussion and Analysis to be included in the Company’s proxy statement •Prepare an annual report of the Compensation Committee for inclusion in the Company’s proxy statement Recent Focus Areas •Equity compensation design and planning for CEO and CSO •Retention of key leaders •Pay mix and market competitiveness considerations | |
 | Christine A. Poon, Chair | |
| N. Anthony Coles, M.D. (since April 4, 2025) | |
 | David P. Schenkein, M.D. (since September 12, 2025) | |
| George L. Sing | |
 | Huda Y. Zoghbi, M.D. | |
Number of Meetings Held in 2025 11 | ||
*The full board retains oversight of the Company’s strategies and policies related to the Company’s culture. See the subsection “Corporate Governance—
Corporate Responsibility” for more information.
24 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
Introduction | Board of Directors | Corporate Governance | The Company | Compensation-Related Matters | Other Matters | |||||||||||||||||
Corporate Governance and Compliance Committee
Members | Key Functions of the Committee •Identify qualified individuals to become members of the board and recommend such candidates to the board •Assess the functioning of the board and its committees and make recommendations to the board concerning the appropriate size, function, and needs of the board •Review, and make recommendations to the board regarding, non-employee director compensation •Oversee, periodically review, and make recommendations to the board regarding corporate governance matters and practices •Oversee the Company’s comprehensive compliance program (other than specific areas overseen by other committees of the board) •Oversee and periodically review the Company’s corporate responsibility matters and key initiatives* Recent Focus Areas •Board declassification and other corporate governance expectations of shareholders and other stakeholders •Changes to board committee membership •New compliance oversight framework encompassing all relevant compliance categories •Corporate responsibility matters | |
| Arthur F. Ryan, Chair | |
 | Bonnie L. Bassler, Ph.D. | |
 | Michael S. Brown, M.D. | |
 | Joseph L. Goldstein, M.D. | |
| Christine A. Poon | |
 | Craig B. Thompson, M.D. (since September 12, 2025) | |
Number of Meetings Held in 2025 5 | ||
*The full board retains oversight of the Company’s strategies and policies related to the Company’s culture. See the subsection “Corporate Governance—
Corporate Responsibility” for more information.
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 25 |
Introduction | Board of Directors | Corporate Governance | The Company | Compensation-Related Matters | Other Matters | |||||||||||||||||
Digital Technology Committee
Members | Key Functions of the Committee •Oversee the Company’s overall strategy related to digital technology (including artificial intelligence, machine learning, automation, cloud computing, and digital platforms) and the Company’s use of digital technology to advance the Company’s business objectives, competitive position, and long-term value creation in a way that safeguards the Company’s reputation •Oversee risks, controls, and procedures relating to the Company’s use of digital technology •Oversee management’s approach to digital transformation, including the prioritization of digital technology initiatives, the adequacy of digital technology resources and talent, and the strategic alignment of significant digital technology investments •Oversee the Company’s information security (including cybersecurity) and related digital technology risks, controls, and procedures, including the Company’s plan to mitigate cybersecurity risks and to respond to data breaches* •Oversee the Company’s data governance framework and, in coordination with the Corporate Governance and Compliance Committee, compliance with applicable privacy laws and regulations as they pertain to the Company’s use of digital technology | |
| Kathryn Guarini, Ph.D., Chair | |
| David P. Schenkein, M.D. | |
| Craig B. Thompson, M.D. | |
| Huda Y. Zoghbi, M.D. | |
Committee established in April 2026 | ||
*Prior to the establishment of this Committee in April 2026, oversight of these matters was fulfilled by the Audit Committee.
26 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
Introduction | Board of Directors | Corporate Governance | The Company | Compensation-Related Matters | Other Matters | |||||||||||||||||
Technology Committee
Members | Key Functions of the Committee •Oversee, review, and evaluate the Company’s research and clinical development programs, plans, and policies •Identify and discuss emerging scientific and technology issues and trends, including their impact on Regeneron’s research and development programs, plans, or policies •Identify and assess new leaders within research & development and global development organizations Recent Focus Areas •The Company’s immuno-oncology, immunology and allergy, cell medicine, coagulation/hematology, ophthalmology, and obesity and metabolic disease programs •Other developments within the Company’s late-stage clinical development pipeline and early-stage preclinical and clinical development pipeline, including genetic medicine technologies and programs •Recent advances and discoveries by the Regeneron Genetics Center® | |
| Michael S. Brown, M.D., Chair | |
| Bonnie L. Bassler, Ph.D. | |
| Joseph L. Goldstein, M.D. | |
| David P. Schenkein, M.D. | |
| Craig B. Thompson, M.D. | |
| Huda Y. Zoghbi, M.D. | |
 | Leonard S. Schleifer, M.D., Ph.D.* | |
 | George D. Yancopoulos, M.D., Ph.D.* | |
Number of Meetings Held in 2025 2 | ||
*Ex Officio Member.
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 27 |
Introduction | Board of Directors | Corporate Governance | The Company | Compensation-Related Matters | Other Matters | |||||||||||||||||
Compensation of Directors
Overview
The general philosophy of the compensation program for our non-employee directors is similar to the executive
compensation philosophy outlined in the “Compensation-Related Matters” section of this proxy statement. This philosophy,
including its emphasis on equity compensation, is consistent with the Company’s long-term business orientation and has
helped ensure alignment of directors’ interests with those of Regeneron shareholders.
Non-employee director compensation is subject to annual review by the Corporate Governance and Compliance
Committee, which makes recommendations to the board of directors regarding the non-employee director compensation
program (including the appropriate level and form of compensation). Directors who are Company employees receive
no additional compensation for serving on our board of directors or its committees. In determining compensation
recommendations for the non-employee directors, the Corporate Governance and Compliance Committee considers,
among other things, the qualifications and expertise of our non-employee directors, the time, effort, and accountability
required of active board membership, practices of similar companies in the biotechnology industry (including the Peer
Group described below under “Compensation-Related Matters—Compensation Discussion and Analysis—Compensation
Processes—Peer and Other Market Data”), and any comparative information provided by independent compensation
consultants. The Corporate Governance and Compliance Committee’s practice is to have the non-employee director
compensation program reviewed annually by an independent compensation consultant. Since 2021, the Committee
has engaged Pay Governance LLC for this purpose.
The current compensation program for our non-employee directors is referred to in this section as the “Current
Compensation Program.”
Non-Employee Director Compensation Philosophy
Our philosophy for non-employee director compensation is simple: to attract the most highly qualified directors with
a range of skillsets who will serve as stewards of the Company’s long-term prospects and scientific focus. There is
significant competition within our industry for highly qualified directors, particularly those with distinguished scientific
credentials (such as members of the National Academy of Sciences) and the caliber of science-based backgrounds
that we seek in our board members from the industry. With this in mind, the Current Compensation Program emphasizes
equity compensation primarily in the form of stock options, which reward increases in stock price, over cash fees. The
board of directors believes that this emphasis is consistent with the Company’s long-term business orientation and has
helped ensure alignment of directors’ interests with those of Regeneron shareholders. Under the Current Compensation
Program, we have utilized value-denominated equity compensation awards (granted in the form of stock options and a
relatively small percentage of restricted stock units (“RSUs”)) for our non-employee directors. This feature is meant to,
among other things, ensure greater stability in reported non-employee director compensation on a year-over-year basis.
The board of directors believes that the Current Compensation Program is consistent with Regeneron’s philosophy for
non-employee director compensation.
Cash Fees, Expenses, and Matching Gift Program
In 2025, each non-employee director received an annual retainer of $90,000 and an annual committee retainer of
$10,000 for each standing committee of the Company’s board of directors on which the director served. In addition,
each committee chair received an additional annual retainer of $10,000, and Ms. Poon also received an annual Lead
Independent Director retainer of $50,000. Compared to cash compensation of non-employee directors in our Peer Group,
the 2025 annual retainer for board service was below the median; the additional retainers provided to our committee
chairs were below the median; and the Lead Independent Director retainer was at the median (in each case based on
information reported by our Peer Group companies in 2025).
Non-employee directors are reimbursed for their actual expenses incurred in connection with their activities as directors,
which include travel, hotel, and food and entertainment expenses (as applicable). In addition, directors are eligible to
participate in the Regeneron Matching Gift Program, which is also available to eligible employees. Under this program,
the Company matches contributions made by directors and employees to eligible tax-exempt organizations up to an
annual maximum amount per director or employee.
28 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
Introduction | Board of Directors | Corporate Governance | The Company | Compensation-Related Matters | Other Matters | |||||||||||||||||
Annual Equity Awards
2025 Equity Awards
The board of directors (upon the recommendation of the Corporate Governance and Compliance Committee) determined
that the target aggregate grant date fair value of the January 2025 annual equity awards would be set at $600,000 per
non-employee director and consist of stock options with a grant date fair value of $480,000 (or 80% thereof) and RSUs
with a grant date fair value of $120,000 (or 20% thereof). The January 2025 annual equity awards to our non-employee
directors are shown in the table below.
The Corporate Governance and Compliance Committee recommended the approval of, and the board of directors
approved, the terms of the January 2025 annual equity awards after consideration of the review, analysis, and
recommendations of the Corporate Governance and Compliance Committee’s independent compensation consultant.
Such analysis focused on, among other matters, the market practices of companies in our Peer Group, other relevant
industry and market data points, and Regeneron’s non-employee director compensation philosophy (including its
emphasis on long-term incentives).
Terms of Equity Awards
The exercise price of a non-employee director stock option is equal to the fair market value of a share of the Company’s
common stock on the date of grant (determined as the average of the high and low sales price per share of the
Company’s common stock on the Nasdaq Global Select Market on the date of grant or, if such date is not a trading
day, on the last preceding date on which there was a sale of the Company’s common stock on the Nasdaq Global
Select Market).
Under the Current Compensation Program, a pro-rata portion of each equity award (i.e., each stock option and RSU
award) equal to the portion of one year that has passed from its date of grant vests on the date of the Company’s first
annual shareholder meeting following the date of grant, and the remaining portion vests on the first anniversary of the
date of grant. The RSU awards contain mandatory deferral provisions, according to which the shares underlying the RSUs
will generally not be delivered to the non-employee director until the earliest of (i) the termination of the non-employee
director’s service as a member of the board, (ii) the seventh anniversary of the RSU grant date, and (iii) the date of a
change in control (as defined in the Second Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term
Incentive Plan (or its predecessor)). A non-employee director may, subject to compliance with applicable tax rules, elect
in writing a maximum deferral period longer than the seventh anniversary of the grant date. Other than as discussed
below, the vesting of equity awards is generally subject to continued service on the board, and stock option awards
generally expire ten years following the date of grant.
Equity awards granted to a non-employee director continue to vest following the retirement of that director provided
applicable conditions relating to the length of the director’s service and the director’s age have been met. If a non-
employee director’s service as a member of the board is terminated as a result of his or her death, all of the director’s
equity awards will immediately vest in full.
Equity awards granted to non-employee directors become fully vested automatically upon a change in control of the
Company. Each non-employee director has the right to nullify this acceleration of vesting, in whole or in part, if it would
cause the director to pay excise taxes under the requirements of the Internal Revenue Code.
Equity Awards to New Directors
Under the Current Compensation Program, any newly elected non-employee director will receive an initial equity award
with an aggregate grant date fair value equal to 5/3rds of the aggregate grant date fair value of the most recent annual
equity award to our non-employee directors; and, with respect to the annual equity award to a non-employee director in
respect of the first year of his or her service, the aggregate grant date fair value of such annual award will be prorated
based on the date as of which the non-employee director first becomes a member of the board of directors.
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 29 |
Introduction | Board of Directors | Corporate Governance | The Company | Compensation-Related Matters | Other Matters | |||||||||||||||||
2025 Director Compensation
The following table and explanatory footnotes provide information with respect to compensation paid to each
non-employee director for their service in 2025 in accordance with the policies and plans described above:
Director Compensation
A | B | C | D | E | F | G | H | |
Name | Fees earned or paid in cash ($) | Stock awards1 ($) | Option awards1,2 ($) | Non-Equity incentive plan compensation ($) | Change in pension value and non-qualified deferred compensation earnings | All other compensation3 ($) | Total ($) | |
Bonnie L. Bassler, Ph.D. | 110,000 | 119,415 | 480,552 | — | — | 5,449 | 4 | 715,416 |
Michael S. Brown, M.D. | 120,000 | 119,415 | 480,552 | — | — | 10,449 | 5 | 730,416 |
N. Anthony Coles, M.D.6 | 107,411 | 119,415 | 480,552 | — | — | 10,449 | 5 | 717,827 |
Joseph L. Goldstein, M.D. | 110,000 | 119,415 | 480,552 | — | — | 5,449 | 4 | 715,416 |
Kathryn Guarini, Ph.D. | 100,000 | 119,415 | 480,552 | — | — | 1,577 | 4 | 701,544 |
Christine A. Poon | 170,000 | 119,415 | 480,552 | — | — | 5,449 | 4 | 775,416 |
Arthur F. Ryan | 120,000 | 119,415 | 480,552 | — | — | 5,449 | 4 | 725,416 |
David P. Schenkein, M.D.6 | 103,021 | 119,415 | 480,552 | — | — | 1,577 | 4 | 704,565 |
George L. Sing | 120,000 | 119,415 | 480,552 | — | — | 10,449 | 5 | 730,416 |
Craig B. Thompson, M.D.6 | 103,021 | 119,415 | 480,552 | — | — | 2,182 | 4 | 705,170 |
Huda Y. Zoghbi, M.D. | 110,000 | 119,415 | 480,552 | — | — | 10,449 | 5 | 720,416 |
1The amounts in columns C and D reflect the respective aggregate grant date fair values of RSUs and options awarded during the year ended
December 31, 2025 pursuant to the Second Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan. Valuation
assumptions and methodologies used in the calculation of these amounts do not take into account expected forfeitures and are otherwise described in
Note 13 to the Company’s audited financial statements for the fiscal year ended December 31, 2025 included in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2025 filed with the SEC on February 4, 2026 (the “2025 Annual Report”).
2At December 31, 2025, the non-employee directors listed in this table had the following aggregate number of stock option awards
outstanding: Dr. Bassler: 18,479; Dr. Brown: 7,042; Dr. Coles: 9,749; Dr. Goldstein: 7,042; Dr. Guarini: 5,653; Ms. Poon: 36,776; Mr. Ryan: 9,749;
Dr. Schenkein: 5,653; Mr. Sing: 36,776; Dr. Thompson: 7,878; and Dr. Zoghbi: 31,384. At December 31, 2025, these individuals had the following
aggregate number of RSU awards outstanding: Dr. Bassler: 1,548; Dr. Brown: 1,548; Dr. Coles: 1,548; Dr. Goldstein: 1,548; Dr. Guarini: 448;
Ms. Poon: 1,548; Mr. Ryan: 1,548; Dr. Schenkein: 448; Mr. Sing: 1,548; Dr. Thompson: 620; and Dr. Zoghbi: 1,548.
3See the subsection “Compensation-Related Matters—Compensation Dashboard—Additional Compensation Information—Perquisites and Personal
Benefits” for information regarding director air transportation in accordance with guidelines approved by our board of directors.
4Consists of dividends accrued and/or paid in 2025 in respect of outstanding RSU awards.
5Consists of (i) $5,449 of dividends accrued and/or paid in 2025 in respect of outstanding RSU awards and (ii) $5,000 for a Company contribution paid or
payable on or before April 14, 2026 under the Regeneron Matching Gift Program in respect of charitable gifts made in 2025.
6During 2025, Drs. Coles and Schenkein were appointed as members of the Compensation Committee and Dr. Thompson was appointed as a member of
the Corporate Governance and Compliance Committee. Accordingly, each of Drs. Coles, Schenkein, and Thompson received a prorated annual
committee retainer for his service on the relevant committee in 2025 based on the applicable date of election to such committee.
Proposal No. 1 Election of Directors | |||
The board of directors, upon the recommendation of the Corporate Governance and Compliance Committee, has nominated for election at the 2026 Annual Meeting Joseph L. Goldstein, M.D., Christine A. Poon, David P. Schenkein, M.D., Craig B. Thompson, M.D., and Huda Y. Zoghbi, M.D. for a one-year term expiring at the 2027 Annual Meeting. | |||
 | |||
| The board of directors recommends a vote FOR the election of each of these nominees. | ||
30 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
Introduction | Board of Directors | Corporate Governance | The Company | Compensation-Related Matters | Other Matters | |||||||||||||||||
Corporate Governance
Governance Overview
Regeneron is committed to good corporate governance, which we believe promotes the long-term interests of
shareholders, strengthens the accountability of the board of directors and management, and helps build trust in the
Company. The following chart summarizes key information regarding our corporate governance.
Board and Other Governance Information | 2026 |
Size of Board | 13 |
Number of Independent Directors | 11 |
Lead Independent Director |  |
Annual Election of Directors* | |
Majority Voting in the Election of Directors | |
Director Resignation Policy | |
Director Time Commitment Policy | |
Number of Meetings of the Board of Directors Held in 2025 | 15 |
Executive Sessions of Independent Directors without Management Present | |
Code of Business Conduct and Ethics Applicable to All Employees, Officers, and Directors | |
Annual Board and Committee Self-Evaluations | |
Stock Ownership Guidelines for Directors and Senior Executives | |
Annual Say-on-Pay Vote | |
Active Shareholder Engagement | |
Shareholder Right to Call Special Shareholder Meeting | |
*In the process of being phased in, with all directors to be elected annually commencing in 2028.
Our corporate governance has been enhanced based on shareholder feedback over the last 10+ years, including by the
changes to governance policies and practices shown below. See “Compensation-Related Matters—Compensation
Discussion and Analysis—Compensation Processes—Shareholder Input and Outreach and the 2025 Say-on-Pay Vote
Result” for more information regarding recent changes to Regeneron’s compensation program adopted in response to
shareholder input.
2014 | 2016 | 2022 | 2023 | 2025 | |||||
January Director Resignation Policy Recoupment (Clawback) Policy April Prohibition on Hedging & Pledging | January Majority Voting in the Election of Directors | June Annual Say-on-Pay | June Lead Independent Director | June Declassified Board (annual election of all directors to commence in 2028) | |||||
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 31 |
Introduction | Board of Directors | Corporate Governance | The Company | Compensation-Related Matters | Other Matters | |||||||||||||||||
Board Governance
Declassification of the Board of Directors
Historically, our board of directors was divided into three classes, with members of each class holding office for staggered
three-year terms. At our 2025 annual meeting, our board proposed, and shareholders approved, an amendment to the
Company’s Certificate of Incorporation to declassify the board. As a result, we have amended our Certificate of
Incorporation to eliminate the classification of our board over a three-year period. This important step in eliminating a
legacy feature of our governance structure illustrates our responsiveness to shareholder concerns and adherence to best
practices in corporate governance.
Beginning with the 2026 Annual Meeting, directors standing for election will be elected for new terms of one year, expiring
at the next annual meeting of shareholders. Each director elected prior to the 2026 Annual Meeting will continue to serve
for the remainder of the original term for which he or she was elected. The declassification will be complete, with all
directors standing for election annually for a one-year term, at the annual meeting of shareholders to be held in 2028.
Board Meetings and Attendance of Directors
Board Meetings
The board held 15 meetings in 2025, of which five were regular meetings and ten were special meetings. Our Corporate
Governance Guidelines provide that directors are expected to attend all or substantially all meetings of the board and the
committees on which they serve. All directors attended at least 75% of the total number of meetings of the board and
committees of the board on which they served in 2025.
15 Board Meetings | 27 Committee Meetings | 97% Average Attendance Rate for All Directors | ||||
Annual Shareholder Meetings
According to our Corporate Governance Guidelines, board members are expected to attend the Company’s Annual
Meeting of Shareholders. All directors attended our 2025 Annual Meeting of Shareholders.
Director Refreshment Philosophy
The board and the Corporate Governance and Compliance Committee strive to ensure that our board is comprised of
highly qualified directors with a range of skillsets and backgrounds who will serve as stewards of investor capital and
drive the Company’s scientific focus to ensure the continued creation of long-term shareholder value. The objective of the
Committee’s continued assessment of the composition of our board is to have a board that as a whole possesses the mix
of skills and experiences to provide effective oversight and guidance to management to execute on the Company’s long-
term strategy. The Committee’s refreshment philosophy prioritizes skills that it considers important and desirable based on
the Company’s current needs and business priorities, while recognizing that our board members must have predominantly
science-based backgrounds to effectively provide robust, independent oversight of management. The Committee also
works to ensure that various members of the board bring substantial governance, financial, policy, and management
expertise gained from their professional backgrounds and their service on other boards.
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The Committee believes it is desirable to maintain a mix of longer-tenured, experienced directors who have developed
enhanced knowledge and understanding of, and valuable insight into, the Company and its operations and newer
directors with fresh perspectives. As a result, we do not impose director tenure limits or a mandatory retirement age. The
Committee has considered the perspectives of some shareholders regarding longer-tenured directors but believes that
longer-serving directors with experience and institutional knowledge bring critical skills to the boardroom. In particular, the
Committee believes that continuity on the board allows for longer-tenured directors to make meaningful contributions and
provide effective oversight of management during the complete drug discovery and development cycle. Accordingly, while
director tenure is taken into consideration when evaluating the board’s composition, the Committee believes that imposing
arbitrary limits on director tenure would deprive the board of the valuable contributions of its most experienced members.
Board Composition Fundamentals | |||||
Predominantly science-based backgrounds to effectively provide robust, independent oversight of management | Mix of longer-tenured, experienced directors with enhanced knowledge of the Company and newer directors with fresh perspectives | ||||
Other skills and experiences to provide effective oversight, including governance, financial, policy, and management expertise | Wide range of backgrounds and perspectives | ||||
To ensure a robust approach to director suitability, evaluation, and refreshment, the Committee has adopted refreshment
mechanisms that include the following:
•A formal annual board and committee self-evaluation, as discussed further below;
•A requirement to offer resignation upon a material change in principal employment; and
•A policy formalized in our Corporate Governance Guidelines (reviewed annually) that limits director service to no more
than four public boards (including Regeneron) and requires notification prior to appointment to another public or for-
profit company board (the “director time commitment policy”).
Since 2022, three new directors, Drs. Thompson, Guarini, and Schenkein, have joined Regeneron’s board of directors and
two directors have retired, resulting in significant board refreshment in the last few years.
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 33 |
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Procedures Relating to Nominees; Board Succession Planning
In considering potential candidates for the board of directors, the Corporate Governance and Compliance Committee
considers all relevant factors, such as whether or not a potential candidate: (1) possesses relevant expertise; (2) brings
skills and experience complementary to those of the other members of the board; (3) has sufficient time to devote to the
affairs of the Company (including whether such candidate complies with the director time commitment policy); (4) has
demonstrated excellence in his or her field; (5) has the ability to exercise sound business judgment; (6) has the
commitment to rigorously represent the long-term interests of the Company’s shareholders; (7) would contribute to the mix
of backgrounds and experiences represented on the board; (8) would be eligible to be considered independent (as
discussed further below); and (9) should be recommended in light of such other factors as the Corporate Governance and
Compliance Committee may determine from time to time.
Candidates for director are reviewed in the context of the current composition of the board of directors, the operating
requirements of the Company, and the long-term interests of shareholders. In conducting the assessment, the Committee
considers the factors outlined above in light of the current needs of the board and the Company. When recommending a
slate of director nominees each year, the Corporate Governance and Compliance Committee reviews the current
composition of the board of directors to ensure that the board will continue to possess the requisite mix of skills, expertise,
experience, and viewpoints necessary to effectively fulfill its duties and responsibilities.
In the case of an incumbent director whose term of office is set to expire, the Corporate Governance and Compliance
Committee reviews such director’s overall service to the Company during the director’s term and also considers the
director’s interest in continuing as a member of the board. In the case of a new director candidate, the Corporate
Governance and Compliance Committee also reviews whether the nominee is eligible to be considered “independent,”
based on our Corporate Governance Guidelines, applicable listing standards of the Nasdaq Stock Market LLC, and
applicable SEC and other relevant rules and regulations, if necessary.
The Corporate Governance and Compliance Committee may employ a variety of methods for identifying and evaluating
nominees for the board of directors. Candidates recommended by other directors, management, search firms, or other
sources may also be considered. With respect to director candidates recommended by shareholders, the Corporate
Governance and Compliance Committee will consider the candidate if the shareholder submits the recommendation in
compliance with the requirements of our Guidelines Regarding Director Nominations, which are available on our website
at www.regeneron.com under the “Governance” heading on the “Investors & Media” page. Candidates recommended by
shareholders will be evaluated on the same basis as candidates recommended by our directors or management or by
third-party search firms or other sources.
Candidates may be evaluated at regular or special meetings of the Corporate Governance and Compliance Committee.
The Committee also considers succession planning for board and committee chairs for purposes of continuity and to
maintain relevant expertise and depth of experience.
1 Identify Potential Nominees from variety of sources | 2 Conduct In‑Depth Review & consider a range of factors in the context of current board composition | 3 Make a Recommendation to the Board | 4 Outcome: Board Decision | ||||||||
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Director Onboarding
All new directors participate in a robust director orientation and onboarding process to ensure a strong working knowledge
of our industry, business, strategies, and policies and a successful integration into boardroom discussions as soon as
possible. The initial, typically multi-day orientation program includes in-person meetings at our corporate headquarters
with senior executives across our key corporate functions. New directors also meet with the executives and staff
supporting the board committees on which they serve. The onboarding process continues after the initial orientation and
includes meetings with each committee chair and the Lead Independent Director.
Board and Committee Self-Assessments
On an annual basis, the board of directors and each of the board’s committees comprised of independent directors
conducts a self-assessment to ensure effective performance and to identify opportunities for improvement. As the first
step in the self-assessment process, for the board as a whole and each committee on which they serve, the directors
complete a comprehensive questionnaire, which asks them to consider various topics related to board and committee
composition, structure, effectiveness, and responsibilities, as well as satisfaction with the schedule, materials, and
discussion topics. Each committee, as well as the board as a whole, then reviews and assesses the responses and
presents the findings and recommendations to such committee or the board of directors (as applicable) in executive
session. The Lead Independent Director, in consultation with the Corporate Governance and Compliance Committee or
the Committee’s Chair, reviews and reports on the results of the board and, if applicable, committee assessments, which
are discussed by the board of directors in executive session with a view toward taking action to address any issues
presented. Results requiring additional consideration are addressed at subsequent board and committee meetings,
where appropriate.
Annual Self-Assessment Process
Complete Questionnaire | Review and Assess Responses | Discuss Results | Formulate Action Plan | Follow Up | ||||||||
While this formal self-assessment is conducted on an annual basis, directors share perspectives, feedback, and
suggestions year round, both inside and outside the boardroom.
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 35 |
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Board Leadership
The board of directors recognizes that one of its key responsibilities is to establish and evaluate an appropriate leadership
structure for the board so as to provide effective oversight of management. The board of directors believes that a
company’s board leadership structure should take into account relevant corporate governance and strategic
considerations (such as board size and composition, director tenure, and experience of the management team) and that
the board should maintain flexibility and adjust the leadership structure as appropriate.
Board Leadership Structure
Regeneron’s current board leadership structure has been in effect since 2023, when the board elected Drs. Schleifer and
Yancopoulos as co-Chairs of the Board and the independent directors designated Ms. Poon as the board’s Lead
Independent Director. Under our Corporate Governance Guidelines, if the Chair of the Board is not an independent
director (or, in the case of co-Chairs, neither is an independent director), the Company’s independent directors shall
designate one of the independent directors to serve as a Lead Independent Director. The Lead Independent Director
coordinates the activities of the independent directors and has the duties and responsibilities described in Regeneron’s
Lead Independent Director Charter, which are summarized below under the subsection “Responsibilities of Lead
Independent Director.”
In electing Drs. Schleifer and Yancopoulos as co-Chairs, the board of directors considered their incomparable
knowledge and demonstrated leadership of the Company for nearly four decades. The board’s decision also took into
account Dr. Schleifer’s previous service as Chair of the Board from 1990 through 1994 and the importance, both from an
external and internal perspective, of Dr. Yancopoulos’s scientific leadership. The board further believes that the ability of
Drs. Schleifer and Yancopoulos to speak as co-Chairs of the Board as well as Presidents of the Company provides strong
unified leadership for the Company. In the board’s view, electing Drs. Schleifer and Yancopoulos as co-Chairs, combined
with a strong Lead Independent Director appointed by the independent directors, provides balanced leadership and
effective oversight of management and is in the best interest of the Company and its shareholders.
In designating Ms. Poon as the board’s Lead Independent Director, the independent directors of the board considered her
deep strategic and operational knowledge of the Company’s business and industry; broad experience serving as a public
company director, including in the role of lead independent director of another S&P 500 company; productive working
relationship with Drs. Schleifer and Yancopoulos; history of demonstrating independent judgment to support management
when appropriate and fortitude to challenge management when deemed in the best interest of the Company and its
shareholders; strong interpersonal skills and ability to build consensus; and demonstrated influence on the board’s culture
and insistence on a high standard of ethics, candor, and transparency.
The board continues to periodically evaluate and determine, with input from the independent directors, an appropriate
leadership structure for the board so as to provide effective oversight of management.
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Responsibilities of Lead Independent Director
Under Regeneron’s Lead Independent Director Charter, the Lead Independent Director is appointed annually by the
independent directors of the board. Although appointed annually, the Lead Independent Director is generally expected to
serve for more than one year. The Lead Independent Director Charter sets forth a robust set of specific duties and
responsibilities of the Lead Independent Director, which are summarized below.
Key Duties and Responsibilities of Lead Independent Director
Meetings and Executive Sessions •Presides at all meetings of the board at which the Chair* is not present, including executive sessions of the independent directors •Has discretion to call meetings of the independent directors •Facilitates discussion and open dialogue among the independent directors during board meetings, executive sessions, and outside board meetings | Oversight of Information Provided to the Board •Works with the Chair to develop and approve board meeting agendas and meeting schedules, including to ensure that there is sufficient time for discussion of all agenda items •Works with the Chair on the appropriateness (including quality and quantity) and timeliness of the information provided to the board •Authorizes the retention of advisors and consultants who report directly to the board or the independent directors when appropriate | ||||
Liaison with the Chair and Management •Serves as the principal liaison between the independent directors and the Chair, without inhibiting direct communication between them •Communicates to the Chair and management, as appropriate, any decisions reached, suggestions made, or views or concerns expressed by independent directors in executive sessions or outside of board meetings •Provides the Chair with feedback and counsel concerning the Chair’s interactions with the board •In the case of co-Chairs, resolves any disagreement between the co-Chairs in their performance of the duties and responsibilities of the Chair | Board and Leadership Evaluation •In consultation with the Corporate Governance and Compliance Committee of the board (or the Chair thereof), reviews and reports on the results of the board and committee performance self-evaluations •Periodically meets on an individual basis with the independent directors to discuss performance, effectiveness, and composition of the board and any committees thereof •Leads the independent directors’ evaluation of the effectiveness of the Chair, including his or her interactions with directors and ability to provide leadership and direction to the board | ||||
CEO Succession •Coordinates the board’s CEO succession planning process | Shareholder Communication •If requested, and in coordination with executive management, is available for consultation and direct communication with shareholders | ||||
*All references to the Chair are, in the case of co-Chairs, deemed to mean either co-Chair.
On an annual basis, the Lead Independent Director, in consultation with the Corporate Governance and Compliance
Committee or the Chair thereof, reviews the adequacy of the Lead Independent Director Charter and recommends to the
board any modifications or changes for approval by the board.
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 37 |
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Management Succession Planning and Talent
Development Process
Under our Corporate Governance Guidelines, the board of directors is required to periodically review with our CEO
Regeneron’s plan for succession to the offices of the CEO and other senior executive positions. In recent years, the board
and its committees conducted a multi-year formal succession planning and talent review, which included succession
planning for the CEO and other senior management positions. The applicable committees of the board of directors
advanced this formal review by focusing on certain assigned functions and roles within the Company. As part of this
process, the Audit Committee reviewed functions and roles within the Company’s finance, information technology, and real
estate & facilities management organizations, while the Compensation Committee and the Technology Committee
reviewed functions and roles within the Company’s commercial and certain other general and administrative organizations
and the Company’s research & development and global development organizations, respectively. Succession planning
and talent review efforts overseen by the board and/or its committees continued in 2025 and 2026 to date.
An example of our succession planning and talent review program in action was the Chief Financial Officer transition in
2024. Effective February 2024, the board appointed Christopher Fenimore to succeed Robert E. Landry as the Company’s
Chief Financial Officer upon Mr. Landry’s retirement. Mr. Fenimore, who joined the Company in 2003 and had been the
Company’s Controller since March 2017, was identified and developed over several years as an internal candidate for the
office of the CFO, which enabled his seamless transition into this role.
In addition to formal succession planning, directors also have exposure to Regeneron leaders through board and
committee presentations and discussions and informal events and interactions with key talent throughout the year, both in
small-group and one-on-one settings.
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Board Oversight of Risk
The board executes its oversight responsibility for risk management directly and through its committees, as shown below.
Board-Level Risk Oversight | ||
•The board receives detailed regular reports from members of our senior management that include discussions of the risks and exposures involved in their respective areas of responsibility. Further, the board is routinely informed by the appropriate members of senior management of developments internal and external to the Company that could affect our risk profile. •The board considers specific risk topics, including risks associated with our strategic plan, drug access and pricing (discussed further below), our finances, and our development activities. Specific risk topics may also be considered at executive sessions of independent directors, which are chaired by our Lead Independent Director. •The board is closely involved in and provides oversight of all key pricing determinations for our products, which we endeavor to make in a thoughtful and well‑informed manner with fairness and affordability in mind. •We believe we have the appropriate governance mechanisms and internal processes in place to ensure that pricing decisions are thoroughly and appropriately vetted prior to implementation and are made in line with our values and commitments. This includes routine presentations to our board of directors or the appropriate committees thereof on drug pricing strategies, practices, and trends. See “Corporate Governance—Corporate Responsibility” for more information. •As shown below, the board has delegated certain risk oversight responsibilities to its committees. The board is kept abreast of its committees’ risk oversight and other activities via reports of the committee chairs to the full board at regular board meetings. | ||
Committee-Level Risk Oversight | ||||||||||||||
Audit Committee •Oversees the Company’s risk management program, which focuses on the most significant risks the Company faces in the short-, intermediate-, and long‑term timeframes. •Regularly discusses specific risk areas and annually reviews a report on the Company’s enterprise risk profile prepared by the Company’s Chief Audit Executive, who reports independently to the Committee and facilitates the risk management program. | Corporate Governance and Compliance Committee •Oversees risks associated with corporate governance matters, including board structure, board and committee composition, and director succession planning. •Oversees the Company’s comprehensive compliance program (including healthcare law compliance, good manufacturing practices, good clinical practices, and good laboratory practices), other than specific areas overseen by other committees of the board. •Considers legal and regulatory compliance risks as well as corporate responsibility initiatives that are expected to have a significant impact on the Company’s ability to deliver sustained growth. •Regularly reviews updates from the Company’s Chief Compliance Officer, who reports to the Chair of the Corporate Governance and Compliance Committee | Compensation Committee •Assesses risks associated with the Company’s compensation policies and practices while designing performance incentives that align executives’ interests with those of long‑term shareholders. •At least annually, reviews and considers a compensation program risk assessment performed by its independent compensation consultant. | Digital Technology Committee* •Oversees risks, controls, and procedures related to the Company’s use of digital technology •Oversees the Company’s information security (including cybersecurity) and related digital technology risks, controls, and procedures •Oversees the Company’s data governance framework | Technology Committee •Considers risks associated with our research and development programs. | ||||||||||
*Prior to the establishment of the Digital Technology Committee in April 2026, its risk oversight responsibilities were fulfilled by the Audit Committee and
the Corporate Governance and Compliance Committee, as applicable.
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 39 |
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Communicating with the Board
The Company has established a process for shareholders to send communications to the members of the board of
directors. Shareholders may send such communications by mail addressed to the full board, a specific member or
members of the board, or a particular committee of the board, at 777 Old Saw Mill River Road, Tarrytown, New York
10591-6707, Attention: Corporate Secretary. All such communications will be opened by our Corporate Secretary for the
sole purpose of determining whether the contents represent a message to our directors. Any contents that legitimately
relate to our business and operations or governance and that are not in the nature of advertising, promotions of a product
or service, or patently offensive material will be forwarded promptly to the addressee. In the case of communications to
the board or any individual director or group or committee of directors, the Corporate Secretary will make sufficient copies
of the contents to send to such director or each director who is a member of the group or committee to which the
communication is addressed.
Longstanding Commitment to Shareholder Engagement
Overview of Our Engagement Program
Fostering long-term relationships and maintaining trust with our shareholders is a key priority for us. For over a decade,
the board and management have conducted regular and extensive investor outreach. We seek shareholder feedback
through our annual say-on-pay votes as well as through discussions with our shareholders in connection with our annual
shareholder meetings and in the “off-season.” This outreach complements the many touchpoints our investor relations
team has with shareholders throughout the year. In addition, on a more informal basis, we engage with our shareholders
through industry and corporate governance conferences and informal exchanges in other settings.
Annually, we seek to engage in direct one-on-one discussions with shareholders collectively representing in excess of
50% of the shares of common stock outstanding (excluding shares held by our directors and executive officers), which we
refer to as “public shares.” We encourage director participation in our outreach, and our Lead Independent Director (who
is also the Chair of our Compensation Committee) has led many of these discussions as a representative of the board in
recent years.
Our active investor outreach program solicits and gathers feedback on a broad range of matters, including board structure
and composition, executive compensation, shareholder rights, and corporate responsibility topics. The feedback received
is a key input in board, relevant committee, and management discussions, and has consistently been a significant driver
of actions taken over the last several years.
Engagement Model |  | Engagement Design | | Board and Committee Review | | Response and Feedback Loop | ||||||||
Regular outreach to investors using multiple channels •one‑on‑one meetings and calls •governance‑ focused conferences •industry conferences •regular IR channels | Outreach to investors that hold >50% of our public shares •board actively solicits investor input on broad range of issues •executives regularly meet with investors •IR professionals respond to investor queries | Feedback received is communicated to the committees/board •feedback evaluated at relevant committee meetings, with potential actions being discussed with the full board | Committees/board implement changes as appropriate •committee/board actions shared with investors, supporting continuous feedback and progress | |||||||||||
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2025 Shareholder Engagement
In 2025, we reached out to shareholders collectively representing 51% of the public shares. This outreach resulted in
one-on-one discussions with shareholders representing approximately 42% of our public shares. As in prior years, we
pursued engagement opportunities throughout the year, which allowed us to engage with several shareholders multiple
times in 2025.
 | | |||||
Shareholder Engagement Team •Lead Independent Director •Corporate Governance Team •Investor Relations •Corporate Responsibility •Human Resources | Most-Discussed Topics •Board Declassification •Executive Compensation •Dual-Class Capital Structure •Management Succession Planning •Board Tenure/Refreshment | |||||
42% engaged |
51% contacted |
We had meaningful and candid discussions about the topics listed above as well as other corporate governance topics in
2025, and the feedback received from shareholders was discussed in detail at the board level, including by way of regular
updates on specific shareholder comments provided to the applicable committee (such as the Corporate Governance and
Compliance Committee and the Compensation Committee). As in prior years, 2025 shareholder feedback shaped
subsequent meeting agendas and boardroom discussions. Certain feedback that we heard and actions that we
implemented in response to such feedback are outlined in the table below. We remain committed to continued
engagement with shareholders.
Shareholder Engagement Topic |  | Feedback Received / Action in Response | |||
We discussed the proposed (and later in the year approved) declassification of the board of directors. See “Board Governance—Declassification of the Board of Directors.” | Overwhelmingly positive feedback on this latest step in Regeneron’s governance journey. The first class of our directors will be standing for reelection for a one-year term at the 2026 Annual Meeting. See Proposal No. 1. | ||||
We discussed executive compensation matters, with many shareholders inquiring about and providing views on anticipated CEO/CSO equity awards, and management succession planning. | Feedback taken into consideration in discussions of potential new CEO/CSO equity award program design and in Regeneron’s management succession planning process. See “Compensation-Related Matters—Compensation Discussion and Analysis—Compensation Processes— Shareholder Input and Outreach and the 2025 Say-on-Pay Vote Result” for additional information about engagement on compensation matters. | ||||
We continued to discuss the Company’s dual-class capital structure, including relevant mitigating factors such as the declassification of the board. | Certain shareholders consider the board declassification to be a mitigating factor in their analysis of the Company’s corporate governance and dual-class capital structure. Enhanced disclosure concerning the Company’s dual-class share structure is provided in this proxy statement. See “Capital Structure” beginning on page 42. | ||||
We discussed board tenure and refreshment, including how the shift to annual director elections should be integrated into Regeneron’s board candidate review process and board succession planning principles. See “Board Governance— Procedures Relating to Nominees; Board Succession Planning.” | The board focused on enhancing the board’s committee composition in 2025-2026, adding Drs. Coles and Schenkein to the Compensation Committee and Dr. Thompson to the Corporate Governance and Compliance Committee, and established a new standing Digital Technology Committee. | ||||
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 41 |
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Additional Actions Responsive to Shareholder Feedback
Our board of directors has always viewed shareholder feedback as critical for its decision-making and has taken several
actions after careful consideration of the feedback received. Set forth below are select changes to governance practices
and other actions taken by the board and/or the relevant board committee in recent years that were informed by
shareholder feedback.
Board Leadership Structure Established robust Lead Independent  Director role (2023). | Management Stability Increased holding/vesting requirements for CEO and CSO by incorporating a five-year performance period and a subsequent three-year holding period in the 2020 CEO/CSO equity awards (2020). | ||||
Board Refreshment Appointed Drs. Guarini and Schenkein to the board (2023) and elected Dr. Thompson to the board (2022). Two former directors (including the former Board Chair) retired from the board in 2023. | Dilution/Burn Rate Concerns Introduced and maintained the use of full-value awards as a component of annual equity awards; recalibrated equity award size (stock options and RSAs/RSUs) for NEOs below the CEO/CSO level and other employees (2019-2025). | ||||
Say-on-Pay Voluntarily adopted an annual say-on-pay vote (2022). | Annual Cash Incentives Enhanced the process by which the Compensation Committee determines the Company performance multiplier for annual cash incentives (2023); provided more detailed disclosure regarding this process (2019-2025). | ||||
Enhanced Disclosure Enhanced proxy statement disclosure of board structure and leadership (including with respect to the duties and responsibilities of our Lead Independent Director), board composition and refreshment, board oversight of pricing decisions/ access to medicine, dual-class capital structure, annual cash incentive and annual equity determinations, 2020 PSUs, and certain other corporate governance matters (2022-2026). | Corporate Responsibility and Sustainability Increased the breadth and depth of sustainability data collection and reporting; aligned annual Responsibility Report with the SASB framework; and, since 2021, reported on climate-related risks and opportunities aligned with the recommendations developed by the TCFD (2017-2026). | ||||
Pay-for-Performance Alignment Introduced PSUs as a component of CEO and CSO equity awards (2019) and granted 100% of CEO and CSO equity awards in the form of PSUs (2020). Reaffirmed, and delivered on, commitment to issue no additional equity awards for CEO and CSO before December 2025 (2021-2025). | Perquisites Policy Adopted a Compensation Committee-approved policy covering perquisites of our NEOs and other senior officers (2024). | ||||
42 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
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Capital Structure
Regeneron currently has two classes of stock outstanding – common stock, par value $0.001 per share (“common stock”),
which is entitled to one vote per share; and Class A stock, par value $0.001 per share (“Class A stock”), which is entitled to
ten votes per share. As of the record date of the 2026 Annual Meeting, there were 103,021,886 and 1,817,146 shares of
common stock and Class A stock outstanding, respectively.
While the concerns regularly cited with respect to dual-class capital structures merit consideration and have regularly
received the board’s attention, the board believes that there is no “one size fits all” model of governance. Even though
dual-class capital structures may not benefit shareholders in some companies, they may promote long-term shareholder
interests in others. As further discussed below, we currently believe that, as it pertains to Regeneron, the benefits of a
dual-class capital structure outweigh the burdens. However, in light of the considerations discussed in this section
(including investor feedback), we will continue to evaluate the Company’s capital structure and will further engage with the
holders of our common stock and Class A stock on this topic.
Discussed below are key factors you should keep in mind when assessing Regeneron’s capital structure and considering
whether your voting decision on Regeneron’s directors should be driven by the existence of this structure.
Regeneron’s dual-class capital structure is consistent with the Company’s long-term focus and facilitates the
creation of shareholder value over time. We believe our capital structure is aligned with the Company’s long-term
focus in an industry in which the development of a single product can take more than a decade and requires
significant investments.
The dual-class capital structure fosters stability by helping to lessen the impact on the Company resulting from business
cycles and short-term market pressures. It alleviates some of the pressure to achieve short-term results, allowing the
board and management to dedicate their time to the pursuit of strategies and opportunities to enhance the long-term
profitability of the Company and deliver value to shareholders. This is particularly important given the considerable
investments and long-term time horizons involved in the development of our products.
We also believe that modestly amplifying the voting input of the Class A holders – primarily our co-founders, who still lead
the Company – helps protect long-term, sustainable value creation. The interests of our co-founders are strongly aligned
with those of our long-term shareholders. Through their leadership and vision, the Company’s co-founders have been, and
will continue to be, important to guiding the Company’s strategy and success. Our co-founders have demonstrated a
legacy of stewardship at the Company and are highly incentivized to create long-term value for the Company thanks in
part to the long-term focus facilitated by the dual-class capital structure.
Our capital structure has given greater weight to the voting rights of the holders of common stock as the
Company has matured. While multi-class capital structures of some companies enable the holders of the high-vote
shares to outvote all other shareholders, this is not the case for Regeneron’s dual-class voting structure.
The number of shares of Class A stock outstanding, which comprised ~95% of total shareholder votes at the time of our
1991 IPO, has been steadily decreasing ever since, effectively giving greater weight to the voting rights of the holders of
common stock as the Company has matured. As of the record date of the 2026 Annual Meeting, the Class A stock
comprised only ~15% of total shareholder votes. No new Class A stock has been issued since the IPO. In addition,
Regeneron has the lowest percentage of votes held by the high-voting class out of all of the S&P 500 companies with
multi-class voting structures.4
4Based on Company analysis of available data reported in 2025.
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 43 |
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The Company’s corporate governance practices and principles provide for effective, independent board
oversight and reinforce the Company’s strong commitment to the creation of sustainable value for long-term
shareholders. The rights of the holders of common stock are protected not only by their collective voting power of
approximately 85%, but also by other features of Regeneron’s corporate governance, including the further enhancements
adopted by Regeneron based on shareholder input over the last 10+ years. Such protective governance features include:
our 2025 phased-in implementation of annual elections of all directors (Regeneron’s board is to be fully declassified in
2028); majority voting and a director resignation policy in uncontested director elections; shareholders’ right to call a
special shareholder meeting upon the written request of at least 25% of the total number of votes entitled to be cast;
executive sessions of the independent directors held at every regularly scheduled board meeting; annual board and
committee self-evaluations; and our active, extensive shareholder engagement efforts.
In addition, the board is committed to ensuring that the Lead Independent Director, who is appointed annually by the
independent directors, has an empowered role and provides effective balance to management. Our Lead Independent
Director, Ms. Poon, was elected by the independent directors in recognition of her strong leadership and skills. The robust
responsibilities of the Lead Independent Director are set forth in our Lead Independent Director Charter and are further
discussed above under “Board Governance—Board Leadership—Responsibilities of Lead Independent Director.”
The board’s decision to propose board declassification for shareholder approval in 2025 is evidence of the
board’s responsiveness to shareholder feedback on matters within the board’s control and should alleviate
shareholder concerns with the dual-class capital structure. As further discussed in the subsection “Board
Governance—Declassification of the Board of Directors,” at our 2025 annual meeting, our board of directors proposed and
shareholders approved an amendment to the Company’s Certificate of Incorporation to declassify the board. As a result,
we have amended our Certificate of Incorporation to phase out the classification of our board over a three-year period.
In reaching the decision to recommend the declassification, the board considered shareholder feedback provided in
recent engagement cycles – in particular the view that annual director elections enhance director accountability.
The board also took into account that while it does not have the sole power to change the dual-class capital structure
(as discussed further below), it was within its control to address another key shareholder concern by taking steps
toward board declassification.
The dual-class capital structure has been in place since the Company’s IPO. The Company’s current capital
structure, with both Class A stock and common stock outstanding, has been in place since before the Company became a
publicly traded company in 1991. No new Class A stock has been issued since the IPO. Accordingly, each holder of
shares of common stock has had notice of this capital structure before making an investment in the company.
We have enhanced transparency concerning our capital structure. As discussed above, we have been very
transparent with our shareholders about Regeneron’s capital structure and the limits on the board’s ability to change this
structure in a unilateral manner, and have consistently engaged on this topic in recent years. Thanks in part to such
engagement, at the 2025 Annual Meeting, eight of our 10 largest institutional shareholders at the time of the meeting
voted FOR all director nominees on the ballot despite adverse voting recommendations from one of the leading proxy
advisory firms on account of Regeneron’s capital structure.
Multi-class capital structures are not uncommon among public companies. Dual-class capital structures are
recognized and valid under applicable federal and state corporate law and stock exchange regulations and are not
uncommon among public companies. Multi-class capital structures also do not appear to adversely impact company
performance – in fact, a study conducted at the Yale School of Management Chief Executive Leadership Institute found
that companies in the Russell 3000 with dual- and multi-class shares, on average, outperformed companies with a single
class of shares across both the short- and long-term through October 3, 2024.5
The board does not have the sole power to change the dual-class capital structure – separate approval by the
Class A stock would be required. As a matter of corporate law and Regeneron’s Certificate of Incorporation, the voting
rights granted to holders of Class A stock cannot be unilaterally changed by Regeneron’s board or a vote of the holders of
common stock. Such rights may be amended only with the approval of the majority of the shares of Class A stock. The
Corporate Governance and Compliance Committee of the board has carefully considered shareholder feedback on the
dual-class capital structure as well as other relevant factors, including corporate governance practices and the benefits
and potential burdens of maintaining this capital structure. The Committee has also discussed this structure with the
majority holder of our Class A stock. The board and/or the Corporate Governance and Compliance Committee will
continue to engage the Class A holders on this topic and evaluate Regeneron’s corporate governance structure, policies,
and practices.
5Sonnenfeld, Jeffrey and Tian, Steven. “Re-Thinking the Hostility Towards Dual-Class Share Structures: When Dual-Class Shares Work Better.” Harvard
Law School Forum on Corporate Governance, October 16, 2024 (referencing Yale Chief Executive Leadership Institute Study).
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Other Governance Policies
Code of Ethics
The board of directors has adopted a code of business conduct and ethics that applies to all of our employees, officers,
and directors. You can find this code on our website at www.regeneron.com under the “Governance” heading on the
“Investors & Media” page. We may satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an
amendment to, or a waiver from, a provision of our code of business conduct and ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer, or controller, or persons performing similar
functions, by posting such information on our website where it is accessible through the same link noted above.
Public Policy Engagement
We are committed to adhering to the highest ethical standards when engaging in any political activities. Reflecting this
commitment, the board of directors (upon the recommendation of the Corporate Governance and Compliance Committee)
has adopted the Company’s Corporate Political Contributions Policy, a formal written policy that, together with our code of
business conduct and ethics, sets forth our policies and procedures on political contributions and political activity. The
policy is available on our website at www.regeneron.com under the “Transparency & Policies” heading on the
“Responsibility” page.
Stock Ownership Guidelines
We maintain robust stock ownership guidelines for our directors and senior executives, as shown below.
Non‑Employee Directors Must own* shares with a value at least 3x their annual retainers. | CEO and CSO Must own* shares with a value at least 6x their applicable base salaries. | Other Senior Executives Must own* shares with a value at least 2x their applicable base salaries. | |
*For purposes of our stock ownership guidelines, “owned” shares include shares of the Company’s Class A stock and common stock as well as shares
subject to outstanding time-based restricted stock and time-based restricted stock unit awards. Shares subject to unexercised stock options or unvested
performance-based restricted stock unit awards are not considered “owned” for purposes of these guidelines.
Insider Trading Policy
We maintain an insider trading policy that governs the purchase, sale, and/or other dispositions of our securities by
Regeneron as well as our directors, officers, employees, and certain other persons and entities as specified in the
policy. The insider trading policy is designed to promote compliance with applicable insider trading laws, rules, and
regulations, and the listing standards of the Nasdaq Stock Market LLC.
The insider trading policy can be found as an exhibit to our 2025 Annual Report.
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 45 |
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The Company
Executive Officers of the Company
Our leadership team possesses deep and diverse industry knowledge, a passion for science, and a shared commitment to
help transform lives. All officers of the Company are appointed annually and serve at the pleasure of the board of
directors. The names, positions, ages, and background of the Company’s executive officers as of April 14, 2026 are set
forth below. There are no family relationships between any of our directors and executive officers. None of the
corporations or other organizations referred to below with which an executive officer has previously been employed or
otherwise associated is a parent, subsidiary, or affiliate of the Company.
 | Leonard S. Schleifer, M.D., Ph.D., 73, founded the Company in 1988 and has been a director and its President and Chief Executive Officer since its inception. Dr. Schleifer has served as co-Chair of the Board since 2023 and previously served as Chair of the Board from 1990 through 1994. Dr. Schleifer, together with Regeneron’s founding scientist, Dr. Yancopoulos, built and has managed the Company over the past 38 years. Dr. Schleifer received his M.D. and Ph.D. in Pharmacology from the University of Virginia. Dr. Schleifer is a licensed physician and is certified in Neurology by the American Board of Psychiatry and Neurology. | |
 | George D. Yancopoulos, M.D., Ph.D., 66, joined Dr. Schleifer in 1989 as founding scientist of the Company, and together they built and have managed the Company since then. Dr. Yancopoulos is currently President and Chief Scientific Officer, and has served as a director since 2001 and as co-Chair of the Board since 2023. He received his M.D. and Ph.D. from Columbia University. Dr. Yancopoulos was the 11th most highly cited scientist in the world in the 1990s, and in 2004 he was elected to be a member of the National Academy of Sciences. Dr. Yancopoulos, together with key members of his team, is a principal inventor and/or developer of the 13 FDA-approved drugs the Company has developed, EYLEA, EYLEA HD, Dupixent, Libtayo, Praluent, Kevzara, Lynozyfic, Evkeeza, Inmazeb, Veopoz, Otarmeni, ZALTRAP, and ARCALYST, as well as of its foundation technologies, including the TRAP technology, VelociGene®, and VelocImmune®. | |
 | Christopher Fenimore, 55, has been Executive Vice President, Finance and Chief Financial Officer since January 2025. He previously served as Senior Vice President, Finance and Chief Financial Officer from February 2024 to December 2024; Senior Vice President, Controller from January 2021 to February 2024; Vice President, Controller from March 2017 to December 2020; Vice President, Deputy Controller from January 2017 to March 2017; and Vice President, Financial Planning from January 2012 to December 2016. Prior to joining the Company in 2003, he was Vice President, Finance for a biotechnology start-up and worked in other healthcare industry-focused venture capital and investment banking roles. Mr. Fenimore started his career as an auditor at KPMG and is a Certified Public Accountant in the State of New York. Mr. Fenimore holds an M.A. in Biotechnology from Columbia University, an M.B.A. in Professional Accounting from Rutgers Business School, and a B.A. in Economics from Rutgers University. | |
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 | Joseph J. LaRosa, 67, has been Executive Vice President, General Counsel and Secretary since January 2019. From September 2011 to December 2018, he served as Senior Vice President, General Counsel and Secretary. Before joining Regeneron, Mr. LaRosa was Senior Vice President, General Counsel, and Secretary at Nycomed US Inc. Mr. LaRosa’s prior experience includes working in a number of senior legal positions at Schering-Plough Corporation from 1993 to 2009, where he was a corporate officer and served most recently as Vice President, Legal Affairs, and a member of the Operations Management Team. Mr. LaRosa currently serves on the board of directors and executive committee of the Biotechnology Innovation Organization (BIO). Mr. LaRosa received his J.D. from New York University School of Law. | |
 | Marion McCourt, 66, has been Executive Vice President, Commercial since January 2021. She previously served as Senior Vice President, Commercial from February 2018 to December 2020. From April 2017 until joining the Company, Ms. McCourt served as the Principal Operating Officer and the Chief Operating Officer and President of Axovant Sciences, Inc. Ms. McCourt previously served as chief operating officer of Medivation, Inc. from February 2016 until its acquisition by Pfizer Inc. in September 2016. Previously, Ms. McCourt worked at Amgen Inc., where she most recently served as a Vice President in U.S. Commercial Operations from February 2014 to January 2016. From May 2013 to January 2014, Ms. McCourt served as Vice President and General Manager at Amgen where she was responsible for the bone health and primary care business unit. From 2012 to 2013, she was Chief Operating Officer for AstraZeneca U.S., a division of AstraZeneca plc. Her responsibilities included oversight and leadership of all U.S. commercial functions, including medical affairs, business development, finance, human resources, legal, operations, and corporate affairs. During her 12-year tenure at AstraZeneca, Ms. McCourt was President and Chief Executive Officer of AstraZeneca Canada Inc. from 2011 to 2012 and also held various other roles at AstraZeneca Pharmaceuticals LP, a subsidiary of AstraZeneca plc. Ms. McCourt received her B.S. in Biology from Lafayette College. | |
 | Andrew J. Murphy, Ph.D., 68, has been Executive Vice President, Co-Chief Scientific Officer since January 2026. He previously served as Executive Vice President, Research from January 2019 to December 2025; Senior Vice President, Research, Regeneron Laboratories from January 2013 to December 2018; Vice President, Target Discovery from May 2005 to December 2012; Vice President, Gene Discovery and Bioinformatics from January 2001 to May 2005; and Director of Genomics and Bioinformatics from May 1999 to December 2000. Dr. Murphy is a co-inventor of several of the Company’s key technologies, including VelociGene® and VelocImmune®, and continues to lead several technology centers and therapeutic focus areas. He received his B.S. in Molecular Biology at the University of Wisconsin, and his Ph.D. in Human Genetics from Columbia University, College of Physicians and Surgeons. | |
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 47 |
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 | Jason Pitofsky, 49, has been Senior Vice President, Controller since January 2026. He previously served as Vice President, Controller from February 2024 to December 2025; Vice President, Accounting and Financial Reporting from January 2021 to February 2024; and Executive Director, Accounting and Financial Reporting from January 2017 to December 2020. Between 2011 and 2017, Mr. Pitofsky held positions of increasing responsibility in the Company’s accounting department. Prior to joining the Company in 2011, he was a Senior Manager at PricewaterhouseCoopers LLP. Mr. Pitofsky holds a B.S. in Accounting from Binghamton University and is a Certified Public Accountant in the State of New York. | |
 | Daniel P. Van Plew, 53, has been Executive Vice President and General Manager, Industrial Operations and Product Supply since January 2016. From April 2008 to December 2015, Mr. Van Plew served as Senior Vice President and General Manager, Industrial Operations and Product Supply. Prior to that date, he served as Vice President and General Manager, Industrial Operations and Product Supply since joining the Company in 2007. From 2006 until 2007, Mr. Van Plew served as Executive Vice President, R&D and Technical Operations of Crucell Holland B.V., a global biopharmaceutical company. Between 2004 and 2006, Mr. Van Plew held positions of increasing responsibility at Chiron Biopharmaceuticals, part of Chiron Corporation, a biotechnology company, most recently as Senior Director, Vacaville Operations. From 1998 until 2004, Mr. Van Plew held various managerial positions in the health and life sciences practice at Accenture, Ltd., a management consulting business. Mr. Van Plew received his M.S. in Chemistry from The Pennsylvania State University and his M.B.A. from Michigan State University. | |
48 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
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Corporate Responsibility
Regeneron’s mission is to use the power of science to repeatedly bring life-changing medicines to patients. We are
committed to operating responsibly, communicating transparently about our impacts, and engaging stakeholders in our
mission. We strive to “Do Well by Doing Good,” which guides our approach to corporate responsibility. We disclose
detailed information about significant corporate responsibility matters in our annual responsibility reports.
Our board of directors and management team recognize the importance of corporate responsibility matters. The
Company’s policy is to take into consideration the long-term interests of the Company, its shareholders, and other
stakeholders, including patients, employees, the healthcare community, regulators, collaborators, suppliers, and local
communities. While the full board has retained oversight of the Company’s strategies and policies related to the
Company's culture, the board’s Corporate Governance and Compliance Committee has been delegated oversight of
corporate responsibility as set forth in its charter. Under our Corporate Governance Guidelines, the Corporate Governance
and Compliance Committee is responsible for overseeing and conducting a periodic review of the Company's corporate
responsibility matters and key initiatives, including those expected to have a significant impact on the Company’s ability to
deliver sustained growth. Management, who is responsible for formulating and implementing such initiatives and matters,
has established for these purposes a Responsibility Committee comprised of cross-functional business leaders that meets
regularly to oversee and guide Regeneron’s corporate responsibility strategy, performance, and engagement.
2025 Highlights
In 2025, we celebrated the culmination of an ambitious five-year journey that began with the 2020 launch of our inaugural
global responsibility goals. We are proud of our performance against the 2025 goals and, as discussed below, have
recently embarked on the next stage of our responsibility journey with the launch of a new strategy and 2030 goals. Select
2025 highlights are listed below, and a comprehensive discussion of our multi-year performance against the 2025 goals is
included in our 2025 Responsibility Report.
•Ensured continued access to Inmazeb® (atoltivimab, maftivimab, and odesivimab-ebgn), an Ebola treatment, including
through our 2025 donation of up to 500 doses to the World Health Organization for exclusive use by governments of
low- and lower-middle income countries
•Provided science, engineering, technology, and math ("STEM") experiences to over 4 million students in the last five
years, surpassing our 2025 goal of 2.5 million students
•Continued title sponsorship of the Regeneron Science Talent Search ("STS"), the oldest and most prestigious high
school science and mathematics competition in the United States, and the Regeneron International Science and
Engineering Fair ("ISEF"), the world's largest global science competition for high school students
•Drove employee volunteer levels above national standards with over 7,600 employees volunteering nearly 42,000
hours in 2025, including approximately 47% of our employees who volunteered nearly 28,700 hours to approximately
230 nonprofits during our Day for Doing Good
•Matched approximately $2.4 million in employee charitable contributions through our Matching Gift Program in 2025,
supporting nearly 2,500 charities
Our responsibility efforts and successes in 2025 also garnered several recognitions, as listed below.
•Ranked in the top 10% of our industry in three leading ESG ratings – S&P Global, Sustainalytics, and ISS-ESG – as of
year-end 2025
•Included in the Dow Jones Sustainability World Index and the Dow Jones Sustainability North America as of
year-end 2025
•Named to the Civic 50 most community-minded companies in the United States for the ninth consecutive year in 2025
2030 Goals
In 2026, we launched a new responsibility strategy rooted in our culture of ethics and integrity and designed to advance
our mission to improve lives. Our 2030 goals translate our strategy into action, holding us accountable as we work to
create a healthier world. For more information, please refer to the 2025 Responsibility Report available on our website,
which aligns with the Sustainability Accounting Standards Board (“SASB”) and Task Force for Climate-related Financial
Disclosures (“TCFD”) frameworks as well as the Global Reporting Initiative Universal Standards.
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 49 |
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Certain Relationships and Related Transactions
Review, Approval, or Ratification of Transactions with
Related Persons
The board of directors has adopted a written policy for the review, approval, or ratification of related person transactions.
The Company considers transactions (or a series of related transactions) in which the Company is a participant, the
amount involved exceeds $10,000 in any calendar year, and a director, officer, holder of more than 5% of our voting
securities, any immediate family member of any of the foregoing, or any related entity of any of the foregoing has a direct
or indirect material interest to constitute related person transactions. The policy provides for a standing pre-approval of
transactions with any passive institutional shareholder who holds more than 5% of our voting securities and transactions
where all shareholders receive proportional benefits. With respect to any new transaction that is deemed pre-approved,
the Audit Committee receives a summary of each such transaction and retains the ability to require that one or more of
such transactions be subject to the standard approval procedures. The policy also requires that the arrangements relating
to a permanent, full-time employment of an immediate family member of a director or executive officer hired by the
Company be approved in accordance with the policy. In addition, in the event a person is or becomes a director or
executive officer of the Company and an immediate family member of such person is a permanent, full-time employee of
the Company, no material, outside-of-the-ordinary-course-of-business change in the terms of employment, including
compensation, is permitted to be made without the prior approval of the Audit Committee (except, if the immediate family
member is himself or herself an executive officer of the Company, any proposed change in the terms of employment is
reviewed and approved in the same manner as compensatory arrangements of other executive officers).
The board of directors has determined that the members of the Audit Committee are best suited to review and approve
related person transactions. Accordingly, each related person transaction (other than a transaction that is deemed
pre-approved as described above) must be reviewed and approved or ratified by the members of the Audit Committee,
other than any member of the Audit Committee that has an interest in the transaction. Under the policy, the Chair of the
Audit Committee is delegated the authority to approve certain related person transactions that require urgent review
and approval.
When reviewing, approving, or ratifying a related person transaction, the Audit Committee will consider several factors,
including the benefits to the Company, the impact on a director’s independence in the event that a director or his/her
immediate family is involved in the transaction, the terms of the transaction, and the terms available to unrelated third
parties or to employees in general, if applicable. Related person transactions are approved only if the Audit Committee (or
the Chair of the Audit Committee pursuant to delegated authority in the circumstances noted above) determines that they
are in, or are not inconsistent with, the best interests of the Company and our shareholders.
Transactions with Related Persons
In 2025 and 2026 to date, the Company has conducted a pre-clinical research project at Dr. Schleifer’s request and has
received or is expected to receive payments from a foundation established by Dr. Schleifer totaling approximately
$120,000, representing the estimated fully burdened cost of the project (including the allocable amounts of wages of
Company employees).
Indemnification of Directors and Officers
Our Certificate of Incorporation provides that, to the fullest extent permitted under the New York Business Corporation
Law, no director or officer of our Company shall be personally liable to the Company or its shareholders for monetary
damages for any breach of fiduciary duty in such capacity. In addition, our By-Laws provide that we shall indemnify our
directors and certain of our other personnel against expenses (including attorneys’ fees) and certain other liabilities,
including judgments, fines, and amounts paid in settlement, arising out of or incurred as a result of legal actions brought or
threatened against them by reason of their position in our Company, subject to certain qualifications and provided that
each such person acted in good faith, in a manner that they reasonably believed was in the Company’s best interest, and,
where applicable, not unlawful. Subject to the provisions of our Certificate of Incorporation, our By-Laws, and the New
York Business Corporation Law, we may also advance expenses of the individuals entitled to indemnification.
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Security Ownership of Certain Beneficial Owners
and Management
The following table sets forth, as of April 14, 2026, the number of shares of the Company’s Class A stock and common
stock beneficially owned by each of the Company’s directors, each of the NEOs referred to below under “Compensation-
Related Matters—Compensation Discussion and Analysis,” all directors and executive officers as a group, and each other
person or group of persons known by the Company to beneficially own more than 5% of the outstanding shares of Class A
stock or common stock, based upon (unless indicated otherwise) information obtained from such persons, and the
percentage that such shares represent of the number of outstanding shares of Class A stock and common stock,
respectively.
The Class A stock is convertible on a share-for-share basis into common stock. The Class A stock is entitled to ten votes
per share and the common stock is entitled to one vote per share. No new shares of Class A stock have been issued
since our IPO in 1991. See “Corporate Governance—Capital Structure” for more information. We have determined
beneficial ownership in accordance with the rules of the SEC. Except as otherwise indicated in the footnotes below, we
believe, based on the information furnished or otherwise available to us, that the persons named in the table below have
sole voting and investment power with respect to all shares of Class A stock and common stock shown as beneficially
owned by them, subject to applicable community property laws. We have based our calculation of percentage of shares of
a class beneficially owned on 1,817,146 shares of Class A stock and 103,021,886 shares of common stock outstanding as
of April 14, 2026, except that for each person listed who beneficially owns Class A stock (and for directors and executive
officers as a group), the number of shares of common stock beneficially owned by that person (and by directors and
executive officers as a group) and the percentage ownership of common stock of such person assume the conversion on
April 14, 2026 of all shares of Class A stock listed as beneficially owned by such person (or persons in the case of
directors and executive officers as a group) into common stock and also that no other shares of Class A stock beneficially
owned by others are so converted.
In computing the number of shares of common stock beneficially owned by a person (and by directors and executive
officers as a group) and the percentage ownership of common stock of such person (and by directors and executive
officers as a group), shares of common stock subject to options, RSUs, or other convertible securities (if any) held by that
person (and by directors and executive officers as a group) that are exercisable or releasable as of April 14, 2026 or are
exercisable or releasable within sixty days after April 14, 2026 are deemed to be outstanding. Such shares are not
deemed to be outstanding, however, for the purpose of computing the percentage ownership of common stock of any
other person.
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Shares of Class A Stock Beneficially Owned1 | Shares of Common Stock Beneficially Owned1 | |||||||
Name and Address of Beneficial Owner | Number | Percent of Class | Number2 | Percent of Class | ||||
Beneficial Owners of More than 5% of Class A Stock or Common Stock (Other than Directors and Executive Officers): | ||||||||
The Vanguard Group, Inc.3 100 Vanguard Blvd. Malvern, PA 19355 | — | — | 8,838,240 | 8.6% | ||||
BlackRock, Inc.4 55 East 52nd Street New York, New York 10055 | — | — | 8,629,707 | 8.4% | ||||
Capital World Investors5 333 South Hope Street Los Angeles, California 90071 | — | — | 5,194,729 | 5.0% | ||||
Directors and Named Executive Officers:6 | ||||||||
Leonard S. Schleifer, M.D., Ph.D. | 1,725,565 | 7 | 95.0% | 2,910,233 | 8 | 2.8% | ||
George D. Yancopoulos, M.D., Ph.D. | 42,750 | 9 | 2.4% | 1,665,283 | 10 | 1.6% | ||
Bonnie L. Bassler, Ph.D. | — | — | 17,912 | 11 | 27 | |||
Michael S. Brown, M.D. | — | — | 19,137 | 12 | 27 | |||
N. Anthony Coles, M.D. | — | — | 10,693 | 13 | 27 | |||
Christopher Fenimore | — | — | 93,920 | 14 | 27 | |||
Joseph L. Goldstein, M.D. | — | — | 12,975 | 15 | 27 | |||
Kathryn Guarini, Ph.D. | — | — | 6,586 | 16 | 27 | |||
Joseph J. LaRosa | — | — | 182,611 | 17 | 27 | |||
Andrew J. Murphy, Ph.D. | — | — | 246,030 | 18 | 27 | |||
Christine A. Poon | — | — | 41,225 | 19 | 27 | |||
Arthur F. Ryan | — | — | 26,582 | 20 | 27 | |||
David P. Schenkein, M.D. | — | — | 6,586 | 21 | 27 | |||
George L. Sing | — | — | 69,163 | 22 | 27 | |||
Craig B. Thompson, M.D. | — | — | 8,811 | 23 | 27 | |||
Daniel P. Van Plew | — | — | 105,548 | 24 | 27 | |||
Huda Y. Zoghbi, M.D. | — | — | 30,679 | 25 | 27 | |||
All Directors and Executive Officers as a Group (19 persons) | 1,768,315 | 97.4% | 5,540,864 | 26 | 5.2% | |||
1The inclusion in this table of any Class A stock or common stock, as the case may be, deemed beneficially owned does not constitute an admission of
beneficial ownership of those shares.
2For each person listed who beneficially owns Class A stock (and for directors and executive officers as a group), the number of shares of common stock
listed includes the number of shares of Class A stock listed as beneficially owned by such person (or persons in the case of directors and executive
officers as a group).
3Based solely on an amendment to a Schedule 13G filed by The Vanguard Group, Inc. on February 13, 2024. According to this amendment, The Vanguard
Group, Inc. has shared voting power as to 132,744, sole dispositive power as to 8,390,875, and shared dispositive power as to 447,365 of the shares
reported as beneficially owned. On March 27, 2026, The Vanguard Group, Inc. reported that due to an internal realignment, it no longer has, or is deemed
to have, beneficial ownership over these shares, and that certain subsidiaries or business divisions that formerly had, or were deemed to have, beneficial
ownership with The Vanguard Group, Inc. will report beneficial ownership separately (on a disaggregated basis) from The Vanguard Group, Inc.
4Based solely on an amendment to a Schedule 13G filed by BlackRock, Inc. on January 25, 2024. According to this amendment, BlackRock, Inc.
has sole voting power as to 7,824,297 of the shares reported as beneficially owned and sole dispositive power as to all of the shares reported as
beneficially owned.
5Based solely on an amendment to a Schedule 13G filed by Capital World Investors on February 9, 2024. According to this amendment, Capital World
Investors, a division of Capital Research and Management Company, has sole voting power as to 5,176,828 of the shares reported as beneficially
owned and dispositive power as to all of the shares reported as beneficially owned.
6The address for each director and executive officer is c/o Regeneron Pharmaceuticals, Inc., 777 Old Saw Mill River Road, Tarrytown,
New York 10591-6707.
7Includes 14,775 shares of Class A stock held in a trust for the benefit of Dr. Schleifer’s son, of which Dr. Schleifer is a trustee.
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8Includes (i) 496,580 shares of common stock purchasable upon the exercise of options granted pursuant to the Regeneron Pharmaceuticals, Inc. 2014
Long-Term Incentive Plan, the Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan, or the Second Amended and
Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan (collectively, the “Long-Term Incentive Plans”) that are exercisable or become
so within sixty days after April 14, 2026; (ii) 427,484 shares of common stock held in grantor retained annuity trusts of which Dr. Schleifer is the trustee;
(iii) 39,985 shares of common stock held in a trust for the benefit of Dr. Schleifer’s family members, of which Dr. Schleifer’s spouse is a trustee; (iv) 100
shares of common stock held in a charitable foundation of which Dr. Schleifer is a director and officer; and (v) 5,996 shares of common stock held in an
account under the Company’s 401(k) Savings Plan.
9Of these shares, 23,367 shares are held in trust for the benefit of Dr. Yancopoulos’s children and certain other family members; Dr. Yancopoulos is a
trustee of the trust. The remaining 19,383 shares are held in trusts for the benefit of Dr. Yancopoulos’s children, of which Dr. Yancopoulos is the trustee.
10Includes (i) 496,580 shares of common stock purchasable upon exercise of options granted pursuant to the Long-Term Incentive Plans that are
exercisable or become so within sixty days after April 14, 2026; (ii) 5,970 shares of common stock held in an account under the Company’s 401(k)
Savings Plan; (iii) 310,460 shares of common stock held in a trust for the benefit of Dr. Yancopoulos’s children and certain other family members, of which
Dr. Yancopoulos is a trustee; (iv) 180,000 shares of common stock held in trusts for the benefit of Dr. Yancopoulos’s children; (v) 573,475 shares of
common stock held in grantor retained annuity trusts of which Dr. Yancopoulos is the trustee; and (vi) 56,048 shares of common stock held by certain of
Dr. Yancopoulos’s children.
11Includes (i) 16,296 shares of common stock purchasable upon exercise of options granted pursuant to the Long-Term Incentive Plans that are exercisable
or become so within sixty days after April 14, 2026; and (ii) 1,293 shares of common stock issuable upon settlement of RSUs that are releasable within
sixty days after April 14, 2026 upon termination of service.
12Consists of (i) 6,359 shares of common stock purchasable upon exercise of options granted pursuant to the Long-Term Incentive Plans that are
exercisable or become so within sixty days after April 14, 2026; (ii) 6,485 shares of common stock held in a trust of which Dr. Brown and his spouse are
trustees for the benefit of Dr. Brown’s immediate family members; (iii) 5,000 shares of common stock held in a trust of which Dr. Brown’s spouse is trustee
for the benefit of Dr. Brown’s immediate family members; and (iv) 1,293 shares of common stock issuable upon settlement of RSUs that are releasable
within sixty days after April 14, 2026 upon termination of service. Dr. Brown disclaims beneficial ownership of the shares referenced in (iii).
13Includes (i) 9,066 shares of common stock purchasable upon exercise of options granted pursuant to the Long-Term Incentive Plans that are exercisable
or become so within sixty days after April 14, 2026; and (ii) 1,293 shares of common stock issuable upon settlement of RSUs that are releasable within
sixty days after April 16, 2024 upon termination of service.
14Includes (i) 72,123 shares of common stock purchasable upon exercise of options granted pursuant to the Long-Term Incentive Plans that are exercisable
or become so within sixty days after April 14, 2026; (ii) 7,766 shares of restricted stock (“RSAs”); (iii) 1,550 shares of common stock held in an account
under the Company’s 401(k) Savings Plan; (iv) 1,897 shares of common stock held in a trust of which Mr. Fenimore and his spouse are trustees for the
benefit of Mr. Fenimore’s spouse; and (v) 50 shares of common stock held in trusts of which Mr. Fenimore’s spouse is the trustee for the benefit of
Mr. Fenimore’s children.
15Includes (i) 6,359 shares of common stock purchasable upon exercise of options granted pursuant to the Long-Term Incentive Plans that are exercisable
or become so within sixty days after April 14, 2026; and (ii) 1,293 shares of common stock issuable upon settlement of RSUs that are releasable within
sixty days after April 14, 2026 upon termination of service.
16Consists of (i) 6,070 shares of common stock purchasable upon exercise of options granted pursuant to the Long-Term Incentive Plans that are
exercisable or become so within sixty days after April 14, 2026; and (ii) 516 shares of common stock issuable upon settlement of RSUs that are
releasable within sixty days after April 14, 2026 upon termination of service.
17Includes (i) 140,296 shares of common stock purchasable upon exercise of options granted pursuant to the Long-Term Incentive Plans that are
exercisable or become so within sixty days after April 14, 2026; (ii) 7,250 RSAs; (iii) 12,402 shares of common stock held in grantor retained annuity
trusts of which Mr. LaRosa is the trustee; and (iv) 396 shares of common stock held in an account under the Company’s 401(k) Savings Plan.
18Includes (i) 193,817 shares of common stock purchasable upon exercise of options granted pursuant to the Long-Term Incentive Plans that are
exercisable or become so within sixty days after April 14, 2026; (ii) 10,877 RSAs; and (iii) 4,380 shares of common stock held in an account under the
Company’s 401(k) Savings Plan.
19Includes (i) 36,093 shares of common stock purchasable upon exercise of options granted pursuant to the Long-Term Incentive Plans that are exercisable
or become so within sixty days after April 14, 2026; and (ii) 1,293 shares of common stock issuable upon settlement of RSUs that are releasable within
sixty days after April 14, 2026 upon termination of service.
20Includes (i) 9,066 shares of common stock purchasable upon exercise of options granted pursuant to the Long-Term Incentive Plans that are exercisable
or become so within sixty days after April 14, 2026; and (ii) 1,293 shares of common stock issuable upon settlement of RSUs that are releasable within
sixty days after April 14, 2026 upon termination of service.
21Consists of (i) 6,070 shares of common stock purchasable upon exercise of options granted pursuant to the Long-Term Incentive Plans that are
exercisable or become so within sixty days after April 14, 2026; and (ii) 516 shares of common stock issuable upon settlement of RSUs that are
releasable within sixty days after April 14, 2026 upon termination of service.
22Includes (i) 36,093 shares of common stock purchasable upon exercise of options granted pursuant to the Long-Term Incentive Plans that are exercisable
or become so within sixty days after April 14, 2026; (ii) 750 shares of common stock held by Mr. Sing’s spouse; (iii) 400 shares of common stock held by
Mr. Sing’s spouse as custodian for the benefit of their son; (iv) 1,000 shares of common stock held in a trust for benefit of Mr. Sing’s son; and (v) 1,293
shares of common stock issuable upon settlement of RSUs that are releasable within sixty days after April 14, 2026 upon termination of service.
23Consists of (i) 8,123 shares of common stock purchasable upon exercise of options granted pursuant to the Long-Term Incentive Plans that are
exercisable or become so within sixty days after April 14, 2026; and (ii) 688 shares of common stock issuable upon settlement of RSUs that are
releasable within sixty days after April 14, 2026 upon termination of service.
24Includes (i) 70,368 shares of common stock purchasable upon exercise of options granted pursuant to the Long-Term Incentive Plans that are exercisable
or become so within sixty days after April 14, 2026; (ii) 10,712 RSAs; (iii) 12,376 shares of common stock held in a grantor retained annuity trust of which
Mr. Van Plew is the trustee; and (iv) 1,131 shares of common stock held in an account under the Company’s 401(k) Savings Plan.
25Consists of (i) 29,063 shares of common stock purchasable upon exercise of options granted pursuant to the Long-Term Incentive Plans that are
exercisable or become so within sixty days after April 14, 2026; and (ii) 1,616 shares of common stock issuable upon settlement of RSUs that are
releasable within sixty days after April 14, 2026 upon termination of service.
26Includes (i) 1,706,283 shares of common stock purchasable upon exercise of options granted pursuant to the Long-Term Incentive Plans that are
exercisable or become so within sixty days after April 14, 2026; (ii) 48,001 RSAs; (iii) 12,387 shares of common stock issuable upon settlement of RSUs
that are releasable within sixty days after April 14, 2026; and (iv) 19,652 shares of common stock held in an account under the Company’s 401(k)
Savings Plan.
27Represents less than 1%.
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 53 |
Introduction | Board of Directors | Corporate Governance | The Company | Compensation-Related Matters | Other Matters | |||||||||||||||||
Audit Matters
Introduction
The Audit Committee has appointed PricewaterhouseCoopers LLP as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2026. PricewaterhouseCoopers LLP (or its predecessor) has
audited the Company’s financial statements for the past 37 years. The Audit Committee believes that the continued
engagement of one independent registered public accounting firm contributes to higher quality audit work and greater
operational efficiencies by leveraging PricewaterhouseCoopers LLP’s deep institutional knowledge of our operations and
business, accounting policies and practices, and internal controls. SEC rules and PricewaterhouseCoopers LLP policies
require the lead audit partner to be rotated at least every five years. The Audit Committee and its Chair are involved in the
selection of PricewaterhouseCoopers LLP’s lead audit partner pursuant to this rotation. A new lead audit partner was
selected beginning with the fiscal year 2022 audit.
The Audit Committee and the board of directors believe that the continued retention of PricewaterhouseCoopers LLP to
serve as the Company’s independent registered public accounting firm is in the best interests of the Company and
its shareholders.
The board of directors has directed that the appointment of PricewaterhouseCoopers LLP as the Company’s independent
registered public accounting firm for fiscal year 2026 be submitted for ratification by the shareholders at the 2026 Annual
Meeting. Shareholder ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent
registered public accounting firm for fiscal year 2026 is not required by the Company’s charter documents or otherwise,
but is being pursued as a matter of good corporate practice. If shareholders do not ratify the appointment of
PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026,
the board of directors will consider the matter at its next meeting. Even if the selection is ratified, the Audit Committee
may in its discretion select a different independent registered public accounting firm at any time during the year if it
determines that such a change would be in the best interests of the Company and its shareholders.
PricewaterhouseCoopers LLP has advised the Company that it will have in attendance at the 2026 Annual Meeting a
representative who will be afforded an opportunity to make a statement, if such representative desires to do so, and will
respond to appropriate questions presented at the 2026 Annual Meeting.
54 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
Introduction | Board of Directors | Corporate Governance | The Company | Compensation-Related Matters | Other Matters | |||||||||||||||||
Information about Fees Paid to Independent Registered
Public Accounting Firm
Aggregate fees incurred related to services provided to the Company by PricewaterhouseCoopers LLP for the years
ended December 31, 2025 and 2024 were:
2025 ($) | 2024 ($) | ||
Audit Fees | 4,667,753 | 4,103,062 | |
Audit-Related Fees | — | 15,000 | |
Tax Fees | — | — | |
All Other Fees | 101,677 | 19,670 | |
Total Fees | 4,769,430 | 4,137,732 |
Audit Fees. Audit fees in 2025 and 2024 were primarily for professional services rendered for the audit of the Company’s
financial statements for the fiscal year, including attestation services required under Section 404 of the Sarbanes-Oxley
Act of 2002, technical accounting consultations related to the annual audit, reviews of the Company’s quarterly financial
statements included in its Form 10-Q filings, and statutory audits of certain of the Company’s foreign subsidiaries.
Audit-Related Fees. Audit-related fees in 2024 were for services related to the filing of a registration statement on
Form S-3.
Tax Fees. The Company did not incur any tax fees in 2025 or 2024.
All Other Fees. All other fees in 2025 and 2024 were for annual subscriptions to accounting and other resources and, in
2025, also for services related to a readiness assessment in connection with sustainability reporting.
The Audit Committee has adopted a policy regarding the pre-approval of audit and permitted non-audit services to be
performed by the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP. The Audit
Committee will, on an annual basis, consider and, if appropriate, approve the provision of audit and non-audit services by
PricewaterhouseCoopers LLP. The Audit Committee did not utilize the de minimis exception to the pre-approval
requirements to approve any services provided by PricewaterhouseCoopers LLP during fiscal 2025 or 2024.
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 55 |
Introduction | Board of Directors | Corporate Governance | The Company | Compensation-Related Matters | Other Matters | |||||||||||||||||
Audit Committee Report
We have reviewed the audited financial statements of the Company for the year ended December 31, 2025, which are
included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and met with both
management and PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, to discuss
those financial statements. The Audit Committee has discussed with the Company’s independent registered public
accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting
Oversight Board (the “PCAOB”) and the Securities and Exchange Commission. The Audit Committee also discussed with
the independent registered public accounting firm their independence relative to the Company and received and reviewed
the written disclosures and the letter from the independent registered public accounting firm required by the PCAOB.
Based on the foregoing discussions and review, the Audit Committee recommended to the board of directors that the
audited financial statements of the Company for the year ended December 31, 2025 be included in the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2025 for filing with the Securities and Exchange
Commission.
We have appointed PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2026. This appointment was based on a variety of factors, including
PricewaterhouseCoopers LLP’s competence in the fields of accounting and auditing.
The Audit Committee George L. Sing, Chair N. Anthony Coles, M.D. Kathryn Guarini, Ph.D. Arthur F. Ryan |
Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm | |||
| |||
| The board of directors recommends a vote FOR ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. | ||
56 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
Introduction | Board of Directors | Corporate Governance | The Company | Compensation-Related Matters | Other Matters | |||||||||||||||||
Compensation-Related Matters
Compensation Discussion and Analysis............. | 56 |
Our Named Executive Officers............................ | 56 |
Executive Summary............................................. | 57 |
Introduction to Our Compensation Program........ | 57 |
What’s New.........................................…............. | 58 |
Compensation Program Overview...................... | 61 |
Compensation Program Objectives and Principles...................................................... | 61 |
How Our Compensation Program Works............. | 62 |
Key Compensation Program Governance Features.......................................... | 63 |
Components of Executive Pay: What We Pay and Why We Pay It............................................... | 64 |
Base Salaries....................................................... | 64 |
Annual Cash Incentives....................................... | 65 |
Annual Equity Awards.......................................... | 69 |
Perquisites and Personal Benefits....................... | 72 |
Potential Severance Payments............................ | 72 |
Compensation Processes................................... | 73 |
Compensation Committee................................... | 73 |
Management; Management’s Compensation Consultant.................................... | 74 |
Shareholder Input and Outreach and the 2025 Say-on-Pay Vote Result.............................. | 74 |
Independent Compensation Consultant............... | 76 |
Peer and Other Market Data................................ | 76 |
Risk Assessment.................................................. | 78 |
Tax Implications.................................................. | 78 | |
Compensation Committee Report..................... | 79 | |
Compensation Committee Interlocks and Insider Participation............................................ | 79 | |
Compensation Dashboard.................................... | 80 | |
2025 Executive Compensation Tables.............. | 80 | |
2025 Summary Compensation Table.................. | 80 | |
2025 Grants of Plan-Based Awards.................... | 81 | |
Outstanding Equity Awards at 2025 Fiscal Year-End.......................................... | 82 | |
2025 Option Exercises and Stock Vested........... | 85 | |
Nonqualified Deferred Compensation at 2025 Fiscal Year-End.......................................... | 85 | |
Post-Employment Compensation....................... | 86 | |
Additional Compensation Information.............. | 90 | |
Annual Cash Incentives...................................... | 90 | |
Perquisites and Personal Benefits...................... | 92 | |
Potential Severance Payments........................... | 93 | |
Pay Ratio............................................................ | 94 | |
Pay Versus Performance.................................... | 95 | |
Equity Compensation Information....................... | 98 | |
Proposal No. 3: Advisory Vote on Compensation of Named Executive Officers (Say-on-Pay) | 101 | |
Compensation Discussion and Analysis
The following Compensation Discussion and Analysis (“CD&A”) describes the philosophy, objectives, and structure of our
2025 executive compensation program.1
Our Named Executive Officers
Our “Named Executive Officers” or “NEOs” for 2025 are identified below. The NEOs were determined in accordance with
SEC rules, with the exception of Dr. Yancopoulos. Dr. Yancopoulos has been included as an NEO voluntarily in light of his
role at Regeneron and historical inclusion as an NEO in our proxy statements.
 | Leonard S. Schleifer, M.D., Ph.D. Board co-Chair, President and Chief Executive Officer |  | George D. Yancopoulos, M.D., Ph.D. Board co-Chair, President and Chief Scientific Officer |  | Andrew J. Murphy, Ph.D. Executive Vice President, Co-Chief Scientific Officer | ||||||
 | Christopher Fenimore Executive Vice President, Finance and Chief Financial Officer |  | Daniel P. Van Plew Executive Vice President and General Manager, Industrial Operations and Product Supply |  | Joseph J. LaRosa Executive Vice President, General Counsel and Secretary | ||||||
1In this section, “we,” “us,” and “our” refer to the Company and, where applicable, to the Compensation Committee of the Company’s board of directors.
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 57 |
Introduction | Board of Directors | Corporate Governance | The Company | Compensation-Related Matters | Other Matters | |||||||||||||||||
Executive Summary
Introduction to Our Compensation Program
The starting premise for compensation at Regeneron is that our compensation practices must be “fit for purpose” and
reinforce the long-term outlook necessary to fulfill the Company’s mission – to turn rigorous scientific research into
groundbreaking medicines. This mission is the ultimate driver of sustainable, long-term value creation for our
shareholders. Regeneron’s pay philosophy has been designed to incentivize our employees to pursue this mission and to
nurture the Company’s distinct culture. While we are committed to our long-standing compensation philosophy, we also
actively seek the views of our shareholders on compensation matters. Therefore, Regeneron’s compensation program
discussed in this CD&A is both the product of our pay philosophy and a reflection of compensation feedback from our
shareholders. Since our company became public in 1991 through the end of 2025, Regeneron delivered an aggregate
total shareholder return (“TSR”) of nearly 3,600%, outperforming the S&P 500 over this period. We believe this long-term
performance demonstrates the effectiveness of our approach to incentivizing our employees and aligning their interests
with those of our shareholders.
Company Culture •Relentless focus on long‑term growth through internal innovation •Single‑minded purpose to accelerate discovery and development of innovative medicines •Substantial and patient capital investment •Remarkable consistency of leadership •Loyal and motivated employees with the drive of an entrepreneur and the mind of a scientist | ||||
Effective Compensation Structure | ||||
Pay Philosophy •Reinforce a culture where employees are empowered to pursue fulfilling careers while focusing on the Company’s mission •Reward long‑term, sustainable performance •Encourage experimentation, innovation, and long‑term thinking within an appropriate governance framework •Align all employees’ interests with our long‑term success by deploying exceptionally broad-based equity program | ||||
Shareholder Engagement & Feedback •Seek and carefully consider the views of our shareholders •Foster long‑term relationships and trust with our shareholders •Strengthen the alignment of our executive compensation program with investor perspectives and interests without disrupting the unique and effective relationship between the program and our company culture and pay philosophy | ||||
Talented, Engaged, and Loyal Workforce •Over 1,800 full-time employees with a Ph.D. and/or M.D. •81% of our employees view Regeneron as a great place to work based on a 2025 internal survey •Industry‑leading 93% retention rate in 2025² | ||
Sustained Pipeline Success •13 FDA‑approved products since inception, all internally developed •4 current blockbuster products •Nearly 50 product candidates in clinical development | ||
Shareholder Value Creation | ||
•~3,600% TSR since becoming a public company (1991‑2025) •60% TSR over the last five years (2020‑2025) •$3.8 billion of capital returned to shareholders in 2025 through share repurchase and dividend programs | ||
2Based on Regeneron’s turnover rate compared to the industry average. In 2025, our turnover rate was 7.4% compared to an industry average of 20.2%.
Industry average is based on data of U.S. life sciences companies reported in Aon’s 2025 Salary Increase and Turnover Study.
58 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
Introduction | Board of Directors | Corporate Governance | The Company | Compensation-Related Matters | Other Matters | |||||||||||||||||
What’s New
2025 Business Developments
In 2025, we had many notable scientific, financial, and operational achievements and also faced several significant
challenges. We highlight key 2025 accomplishments and challenges below and provide a comprehensive overview of our
2025 performance, as well as the Compensation Committee’s assessment of this performance, in the subsection
“Components of Executive Pay: What We Pay and Why We Pay It—Annual Cash Incentives.”
Regulatory Actions EYLEA HD: Obtained FDA approval for the treatment of macular edema  following retinal vein occlusion (“RVO”) and a positive opinion by the European Medicines Agency for the same indication Obtained FDA approval for every 4-week dosing regimen for approved indications Obtained European Commission (“EC”) approval for extended dosing intervals in wet age‑related macular degeneration (“wAMD”) and diabetic macular edema (“DME”) Received Complete Response Letters (“CRLs”) from FDA for  supplemental Biologics License Application (“sBLA”) for addition of extended dosing intervals and for regulatory application for pre-filled syringe* Dupixent: Obtained FDA and EC approvals for the treatment of chronic spontaneous urticaria (“CSU”) in adults and adolescents Obtained FDA approval for the treatment of bullous pemphigoid Obtained approvals by Japan’s Ministry of Health, Labour and Welfare (“MHLW”) for the treatment of asthma in pediatrics and the treatment of chronic obstructive pulmonary disease (“COPD”) Oncology & Hematology: Obtained FDA and EC approvals for Libtayo in adjuvant cutaneous squamous cell carcinoma (“CSCC”) Obtained FDA and EC approvals for Lynozyfic® (linvoseltamab) in relapsed/refractory (“R/R”) multiple myeloma Received CRL from FDA for OrdsponoTM (odronextamab) Biologics License Application (“BLA”) for R/R follicular lymphoma* | Clinical and Significant Pipeline Developments EYLEA HD: Presented positive three‑year data from extension study of  Phase 3 wAMD trial Immunology & Inflammation: Reported that Phase 3 trial of Dupixent in allergic fungal rhinosinusitis (“AFRS”) met its primary and key secondary endpoints Reported that Phase 3 trial of cemdisiran (siRNA therapeutic targeting C5) in generalized myasthenia gravis met its primary and key secondary endpoints Reported that one of two Phase 3 trials evaluating itepekimab (IL-33 antibody) in adults who were former smokers with inadequately controlled COPD did not meet its primary endpoint Reported that Phase 3 trials evaluating REGN5713-5715 (multi- antibody therapy to Bet v 1) and REGN1908-1909 (multi- antibody therapy to Fel d 1) for birch allergy and cat allergy, respectively, met their primary and key secondary endpoints Neurology & Rare Diseases: Reported that Phase 3 trial of garetosmab (antibody to Activin A) in fibrodysplasia ossificans progressiva (“FOP”) met its primary endpoint; submitted a BLA to the FDA and a regulatory application in the EU for this indication Reported updated data from pivotal trial of DB-OTO (AAV-based gene therapy) for profound genetic hearing loss; submitted BLA to the FDA for this indication, for which the FDA granted a Commissioner’s National Priority Voucher | |||||
Commercial and Operational Execution EYLEA HD: Increased full‑year 2025 U.S. net product sales 36% to  $1.64 billion Dupixent: Increased full‑year 2025 global net product sales (recorded by our collaborator Sanofi) 26% to $17.81 billion versus 2024 Recognized as the “Best Biotechnology Product” of 2025 by the Galien Foundation Libtayo: Increased full‑year 2025 global net product sales 19% to $1.45 billion versus 2024 Other Operational Achievements: Expanded U.S. manufacturing capabilities internally and in partnership with Fujifilm Diosynth Biotechnologies; made progress toward reducing reliance on third-party manufacturing fillers by advancing process validation of the Company’s first fill/ finish facility located in Rensselaer, New York Announced donation of Inmazeb® (atoltivimab, maftivimab, and odesivimab-ebgn), an Ebola treatment, to the World Health Organization for exclusive use by governments of low- and lower-middle income countries | Financial Execution and Talent Management Financial Results: Grew full‑year 2025 revenues 1% to $14.34 billion versus 2024  Achieved GAAP and non‑GAAP diluted net income per share, or EPS, of $41.48 and $44.31,** respectively Capital Allocation: Invested $5.9 billion in research and development (“R&D”); deployed nearly $900 million in capital expenditures primarily to expand our U.S.-based research and manufacturing facilities Invested in significant business development opportunities, including the in-licensing of a late-stage GLP-1/GIP agonist Repurchased $3.5 billion of common stock Initiated first-ever quarterly cash dividend program Talent Management: Achieved industry-leading retention rate of nearly 93% in 2025 Received positive employee feedback, with 81% of employees indicating in a company‑wide survey that Regeneron is a great place to work For the 15th year in a row, placed in the top five in Science magazine’s annual “Top Employers Survey” of the global biotechnology and pharmaceutical industry | |||||
*The CRLs for the EYLEA HD pre-filled syringe regulatory application and the Ordspono BLA cited unresolved inspection findings at a third-party
manufacturer responsible for filling drug product. In April 2026, the FDA approved the extension of dosing intervals for EYLEA HD up to every 20 weeks
for wAMD and DME.
**Non-GAAP net income and non-GAAP net income per share, or EPS, are not measures calculated in accordance with GAAP. See Appendix A for a
definition of these measures and a reconciliation of each of these measures to the most directly comparable GAAP financial measure.
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 59 |
Introduction | Board of Directors | Corporate Governance | The Company | Compensation-Related Matters | Other Matters | |||||||||||||||||
2025 Compensation Program
We remained committed to our compensation philosophy and compensation program, the most important objective of
which is to support the long-term success of Regeneron. As a result, there were no fundamental changes to the way we
compensated our NEOs in 2025 compared to the prior year.
Key compensation decisions and compensation-related outcomes in 2025 are highlighted below.
Modest Increases to Cash Compensation | ||
Annual Cash Incentives •Based on 2025 achievements, Company performance multiplier set at 1.55 for 2025 annual cash incentive awards—up slightly from 1.50 for 2024 but below trailing 10-year average of 1.83 –Upward adjustments for “transformational” achievements related to the U.S. approval and launch of Libtayo for the treatment of adjuvant CSCC, the strength of Libtayo in ongoing clinical trials in adjuvant settings, and the potentially transformational impact of Regeneron’s C5 program for the treatment of myasthenia gravis –Downward adjustments for underperformance related to ongoing challenges with third-party manufacturing fillers and the results of a second Phase 3 trial for itepekimab that did not meet its primary endpoint3 •Each NEO’s cash incentive target as a percentage of base salary remained the same for the last three years with the exception of Mr. Fenimore, our Chief Financial Officer (“CFO”), in light of his 2025 promotion to Executive Vice President Base Salaries •Merit base salary increases for each NEO of 2.5% for 2026, consistent with merit increases for other officers and below merit increases for other employees; additional 7.8% base salary adjustment for our CFO to enhance market competitiveness | ||
No CEO/CSO Year-End Equity Awards; Generally Flat Year-End Equity Awards for Other NEOs | ||
•No equity awards to CEO or CSO in 2025 as the Committee continued to actively discuss and consider a potential new CEO/CSO equity program design •Other NEO 2025 year-end equity awards with values equal to corresponding 2024 year-end awards; 2025 year-end CFO equity award value increased 10% to enhance market competitiveness and to reflect expected future contributions to corporate performance4 | ||
Record-Low Burn Rate | ||
•Burn rate of 2.00% in 2025, a record-low for the Company despite maintaining one of the broadest equity programs among our peers and increasing the number of our employees year-over-year | ||
The Compensation Committee’s year-end decisions in 2025 reflected pay-for performance principles while also staying true to a pay philosophy designed to support the long-term success of Regeneron. | ||
3See “Components of Executive Pay: What We Pay and Why We Pay It—Annual Cash Incentives” for more information on the Committee’s process in
setting the Company performance multiplier for 2025.
4See “Components of Executive Pay: What We Pay and Why We Pay It—Annual Equity Awards” for more information on these 2025 equity awards.
60 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
Introduction | Board of Directors | Corporate Governance | The Company | Compensation-Related Matters | Other Matters | |||||||||||||||||
2025 Shareholder Engagement and Feedback
51% contacted |
42% engaged |
2025 Say-on-Pay Vote
•2025 say-on-pay proposal received the support of
93% of votes cast
•Fourth consecutive year of ~90% support
2025 Engagement
•Invited engagement with shareholders collectively
representing 51% of our public shares5
•Engaged in direct one-on-one discussions with
shareholders representing 42% of our public shares
What We Heard | | How We Responded | |||
•Positive feedback on several aspects of Regeneron’s executive pay program •Increased focus on equity compensation design planning for CEO and CSO in light of their eligibility for new awards commencing in December 2025; several inquiries regarding any “lessons learned” from the experience with the 2020 PSU awards •Strong support for Regeneron’s broad-based equity program; broad utilization seen as a mitigating factor for burn rate that in certain years may be higher compared to the burn rates reported by many similarly sized companies •Positive feedback on redesigned and revised CD&A in last year’s proxy statement | •No material changes to the executive compensation program in 2025 in light of the program’s continued alignment with business strategy and overall support from our shareholders evidenced by the 2025 say-on-pay vote results •2025 feedback thoroughly discussed by the Compensation Committee and considered for pay decisions and equity compensation design for future years, including for the CEO/CSO equity program6 •Further streamlined CD&A in this proxy statement to respond to demand for simpler, more straightforward disclosure | ||||
5The term “public shares” refers to the shares of our common stock outstanding as of December 31, 2025, excluding shares held by our directors and
executive officers.
6See the subsection “Compensation Discussion and Analysis—Compensation Processes—Shareholder Input and Outreach and the 2025 Say-on-Pay
Vote Result” for a more detailed discussion of our shareholder engagement program as well as a summary of recent actions taken in response to
shareholder feedback.
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Compensation Program Overview
Compensation Program Objectives and Principles
Regeneron’s executive compensation program is designed to pay for performance, drive the creation of long-term,
sustainable shareholder value, deliver compensation that is competitively positioned amongst Regeneron’s peers,
encourage a shareholder mindset, and align with the pursuit and achievement of both our short-term and long-term
strategic goals. Managing our business for the long term is core to our culture, as demonstrated by our history of growing
through innovation and through a pipeline of internally developed medicines. A key objective of the pay program at
Regeneron is to attract and retain talented leaders who can innovate and execute effectively. The compensation program
must further support the board’s and management’s broader objectives, such as those relating to research and product
development; access to our medicines; quality and compliance; and human capital management.
We strive to achieve these objectives by following the core principles of compensation design set out below:
Drive innovation through ownership culture Our objective is to create and reinforce a culture where employees think and act like owners, are empowered to pursue fulfilling careers, and focus on our mission of drug discovery and development. We believe a broad-based equity program that incentivizes long-term performance and promotes employee retention is a key ingredient in achieving this culture of ownership and innovation. Every one of the more than 15,000 Regeneron full-time employees has an ownership interest in Regeneron. | Prioritize design simplicity and long-term orientation Tying compensation to long-term, Company-wide success and straightforward Company goals has enabled us to encourage decision-making that we believe is consistent with the long-term sustainability of our Company and our reputation. Our objective is to remain nimble, to encourage evolutionary ideas when strategies need to change, and to have the ability to pivot quickly if needed, without being hindered by overly complex compensation structures. | ||||
Provide at-risk, equity-based pay to all employees A key part of our pay philosophy since our inception has been to award equity-based pay to all employees, not just senior executives, to ensure that when we deliver for patients and for shareholders, everyone shares in our success. In line with this goal, approximately 90% of the employee equity grants in each of the last five years were awarded to our employees other than our NEOs. We believe this approach represents one of our competitive advantages and has resulted in an engaged workforce and high retention rates. | Align with shareholder interests Our objective has always been to ensure close alignment with shareholder interests. All of the direct pay7 of our CEO and CSO, except for base salaries, depends on performance and is “at-risk.” More broadly, the long-term nature of our equity program is consistent with the drug discovery and development cycle, and, therefore, helps drive the creation of long-term shareholder value. Further information about pay-versus-performance alignment is provided in the subsection “Compensation Dashboard— Additional Compensation Information —Pay Versus Performance.” | ||||
7We define “direct pay” or “direct compensation” as total compensation as reported in the Summary Compensation Table in the applicable proxy
statement, other than the amounts reported as “All other compensation” and (if applicable) amounts reported under “Change in pension value and
nonqualified deferred compensation earnings.”
62 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
Introduction | Board of Directors | Corporate Governance | The Company | Compensation-Related Matters | Other Matters | |||||||||||||||||
How Our Compensation Program Works
To create an effective executive compensation structure, the Compensation Committee relied on the following elements of
direct pay for our NEOs in 2025.
Element | Performance Period | Objective/Link to Shareholder Value | How We Determine Amount | |||
FIXED | Base Salaries | Ongoing | Attract and retain top talent | Scope of responsibilities, experience, annual performance, significance of the role, and market competitiveness | ||
VARIABLE | Cash Incentives | Annual | Motivate and reward our executives for short-term achievements and milestones towards long-term achievements | Corporate performance (CEO and CSO); corporate performance and individual contributions to such performance (other NEOs) | ||
Equity Awards* | ||||||
•Stock Options (60% of value awarded) | Four-year vesting schedule (25% per year); 10-year term | Motivate and reward our executives for long-term achievements and shareholder value creation | Past and expected future individual contributions to corporate performance, retention considerations, market data, and historical grant amounts | |||
•RSAs •(40% of value awarded) | Four-year vesting schedule (50% every two years) | Reinforce long-term focus, reward high performance, and promote long-term retention | ||||
*Drs. Schleifer and Yancopoulos did not receive any equity awards in 2025 as the Committee continued to actively discuss and consider a potential new
CEO/CSO equity program design.
Our executive compensation structure emphasizes at-risk, performance-based pay, with increased performance
accountability as responsibility increases. In the case of our CEO and CSO, all of their direct pay, except for base salaries,
depends on performance and is “at-risk.” We also emphasize at-risk pay for our other NEOs, with stock options (which are
inherently performance-based) continuing to represent 60% of the grant date fair value of their annual equity awards
in 2025.
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Key Compensation Program Governance Features
The Compensation Committee oversees the executive compensation program with the support of an independent
compensation consultant and management. Our compensation program demonstrates strong governance, minimizing
inappropriate risk-taking behavior while protecting shareholder rights and interests. The following is a summary of
Regeneron’s key executive compensation best practices and policies.
What We Do | Align pay with performance  •All CEO and CSO direct pay is performance-based and “at-risk” (except for base salaries) Align management and shareholder interests •Equity compensation is a key component of our compensation program •Designed for long-term alignment: •Stock options vest over four years with a ten-year term and only deliver value if Regeneron achieves stock price appreciation after grant •RSAs vest over four years •2020 CEO/CSO PSUs have an eight- year life consisting of five-year performance and vesting periods (December 2020 to December 2025) and a three-year post-vesting holding period (January 2026 to December 2028) Maintain robust stock ownership guidelines •CEO and CSO: Shares with a value at least 6x base salary •Other NEOs: Shares with a value at least 2x base salary •See “Corporate Governance—Certain Governance Policies—Stock Ownership Guidelines” for more information Hold annual say-on-pay votes •Say-on-pay votes held annually in recognition of shareholder feedback and preference | Align our compensation philosophy and program design with our culture and business strategy •Long-term oriented •Focused on product pipeline •Employee/shareholder mindset Maintain a strong recoupment (clawback) policy •Primary policy applies to bonus and other incentive compensation of our officers and certain other specified employees, regardless of whether paid or payable in cash, equity, or otherwise and regardless of whether earned or vested •Primary policy supplemented to provide for recovery of incentive-based compensation of specified officers in the event an accounting restatement renders such compensation erroneously received Retain an independent compensation consultant •Independent compensation consultant provides advice directly to the Compensation Committee on all key compensation decisions, as well as recommendations for compensation plans, budgets, and strategies Actively and regularly engage with shareholders on executive compensation matters •Robust engagement program in the last 10+ years •In 2025, reached out to shareholders collectively representing 51% of public shares and held one-on-one discussions with shareholders representing 42% of public shares | ||
What We Don’t Do | Reprice, exchange, or “spring-load”  stock options Provide excessive perquisites without a compelling business rationale | Provide excise tax gross-ups in any new compensation plans or arrangements Allow hedging or pledging of securities | ||
64 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
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Components of Executive Pay: What We Pay and Why We Pay It
Base Salaries
We provide competitive base salaries for our NEOs to ensure we attract and retain talented leaders. The base salary
component of NEO pay represents the only fixed component of their direct pay and generally comprises a steadily smaller
percentage of overall compensation as the executive’s level of responsibility rises.
We consider factors such as the executive’s scope of responsibilities, significance of the role, experience, and annual
performance when setting base salaries. We also consider base salaries of comparable positions among our peers and in
the broader biopharmaceutical industry. See the subsections “Compensation Processes—Independent Compensation
Consultant” and “Compensation Processes—Peer and Other Market Data” for further information regarding the role of the
Compensation Committee’s independent compensation consultant and our use of Peer Group and other market data for
purposes of setting compensation of our NEOs.
2025 – 2026 Base Salaries
Named Executive Officer | 2025 Base Salary ($) | 2026 Base Salary ($) | 2026 vs. 2025 Change (%) | |||||
Leonard S. Schleifer, M.D., Ph.D. | 1,979,922 | 2,029,420 | 2.5 | 1 | ||||
George D. Yancopoulos, M.D., Ph.D. | 1,979,922 | 2,029,420 | 2.5 | 1 | ||||
Christopher Fenimore | 725,000 | 800,000 | 10.3 | 2 | ||||
Daniel P. Van Plew | 983,382 | 1,007,967 | 2.5 | 1 | ||||
Andrew J. Murphy, Ph.D. | 819,672 | 840,164 | 2.5 | 1 | ||||
Joseph J. LaRosa | 916,062 | 938,964 | 2.5 | 1 | ||||
1Reflects a 2.5% merit increase consistent with the Company’s salary budget for officers and below the merit increase for other employees.
2Reflects (i) a 2.5% merit increase consistent with the Company’s salary budget for officers and (ii) a base salary adjustment of $56,875 (or 7.8%) to
enhance competitiveness and alignment with relevant market metrics.
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 65 |
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Annual Cash Incentives
Our NEOs are eligible for cash incentives based on annual performance. We use these annual incentive opportunities to
reward short-term achievements and milestones towards our long-term goals.
We focus on Regeneron’s overall corporate performance to determine the cash incentive payouts of our CEO and our
CSO. Our other NEOs’ cash incentive payouts are assessed on both our overall corporate performance and on their
individual contributions. As shown in the table below, the annual cash incentive opportunity for each NEO in 2025 was a
function of the NEO’s cash incentive target (as a percentage of base salary); the weight and multiplier for the corporate
performance component; and, if applicable, the weight and multiplier for the individual performance component. Each
NEO’s cash incentive target as a percentage of base salary has remained the same for the last three years with the
exception of Mr. Fenimore in light of his promotion to Executive Vice President effective January 1, 2025.
How We Calculate Our Cash Incentive Awards
Cash Incentive Target | Performance Weight (multiplier range) | Potential Award Range | |||
CEO/CSO: | 120% of Base Salary | 100% Corporate (0 - 2.0x*) |  | 0 - 200% of Target | |
60% Corporate (0 - 2.0x*) | |||||
Other NEOs: | | 0 - 180% of Target | |||
65% of Base Salary | |||||
40% Individual (0 - 1.5x*) | |||||
*Reflects the historical range used by the Compensation Committee. In extraordinary cases, the Committee may exceed this range. The range for the
corporate performance multiplier shown above has been exceeded only once in the last decade.
Using this formula, annual cash incentives are typically capped at 200% of target for our CEO and CSO and 180%
of target for our other NEOs. In addition, annual cash incentives for each NEO and certain other senior executives are
capped at the amounts previously allocated to such executives by the Compensation Committee when setting up the cash
incentive pool under the Cash Incentive Bonus Plan toward the beginning of every calendar year. See “Compensation
Dashboard—Additional Compensation Information—Annual Cash Incentives.”
Corporate Performance
The Compensation Committee utilizes an in-depth process to review the Company’s performance every year, culminating
in the Committee’s determination of the Company performance multiplier for annual cash incentives awarded at year-end.
This process (previously enhanced in response to shareholder feedback to provide more rigor to the Committee’s
decision-making process and to foster consistency in its decisions year to year) is detailed below.
1 Identify Milestone Goals at beginning of year, focused on product pipeline and development | 2 Provide Progress Updates Throughout the Year at regularly scheduled meetings of the board of directors | 3 Deliver Final Presentation on Performance including a scorecard on select milestone goals and review of performance across the organization | 4 Conduct Assessment resulting in the Committee’s determination of Company performance multiplier for year | ||||||||
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Pre-Set Performance Milestones
At the beginning of each year, management identifies a targeted selection of potential milestones for the upcoming year
that, if achieved, would likely have a substantial impact on the short-, medium-, and/or long-term success of the Company.
These milestones are generally focused on our product pipeline and development in recognition of the importance of
innovation as a key component of the Company’s business strategy and valuation, as well as the critical role of the
development pipeline in the Company’s long-term success. Throughout the year, the board of directors is apprised of key
developments related to these milestones. At the end of the year, the Committee receives a final presentation on
Company performance for the year, which includes a discussion of whether and to what extent the select milestones have
been achieved in the given year as well as a more detailed overview of achievements and developments across the
organization. This presentation is accompanied by management’s assessment of Company performance for the year. The
Committee then conducts its own assessment of the Company’s performance and determines the Company performance
multiplier for the year.
Initial Assessment – Review of Performance Across Organization
The Committee begins its assessment with a review of performance across the entire organization to establish a
baseline for the Company performance multiplier, taking into account the Company milestones for the year in review.
As part of the baseline assessment, the Committee also considers additional performance factors in the following three
categories: (i) product pipeline and development (primary factors); (ii) finance and operations (secondary factors); and
(iii) talent, culture, and corporate responsibility (secondary factors) (see the subsection “Compensation Dashboard—
Additional Compensation Information—Annual Cash Incentives” for additional information regarding the types of
additional performance factors considered). This process is designed to ensure that the Committee’s initial assessment
encompasses not only the Company’s progress toward the milestone goals set at the beginning of the year but also other
relevant factors and new developments (both positive and negative), including their impact on the milestone goals. In the
Committee’s view, this approach is appropriate given the dynamic nature of the industry in which Regeneron operates
and the Company’s need for flexibility to “follow the science” while pursuing its mission over the course of a given year.
Potential Upward/Downward Adjustment for “Transformational” Achievements/Significant Underperformance
The Committee then applies the framework’s criteria for upward or downward adjustments to the baseline multiplier.
In general, the framework provides for an upward adjustment for “transformational” achievements – i.e., those the
Committee considers to have significantly impacted, or which the Committee expects will significantly impact, the
practice of medicine or standard of care, patient access to medicine, or the ability to treat or cure patients of disease
for which no such treatment or cure currently exists. The framework also generally requires that the Committee make
a downward adjustment in the event the Company underperforms in an area that adversely affects the business in a
significant manner. While the milestone goals set at the beginning of the year serve as a reference point for the
Committee in identifying potential “transformational” achievements, the framework does not limit the Committee’s
consideration to those milestones for the reasons discussed in connection with the initial assessment above.
Final Determination of Company Performance Multiplier | ||||||||
Review of Performance Across Organization (Annual Milestones & Additional Performance Factors) | | Application of Criteria for Upward or Downward Adjustments to Baseline •Upward adjustment for each “transformational” achievement •Downward adjustment in the event of underperformance adversely affecting the business in a significant manner | | |||||
 | ||||||||
Establishment of Baseline for Company Performance Multiplier | ||||||||
•Progress toward Company milestones identified at beginning of year •Additional performance factors across three categories: (i)product pipeline and development (primary factors) (ii)finance and operations (secondary factors) (iii)talent, culture, and corporate responsibility (secondary factors) | ||||||||
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Shown below are the 2025 milestones identified at the beginning of the year and Regeneron’s 2025 progress toward
achieving them.
Program(s) | Milestone(s) | Status | |
EYLEA HD | Submit sBLA and obtain FDA approval for the treatment of RVO | Achieved | |
Obtain FDA approval for pre-filled syringe | Not Achieved1 | ||
Obtain FDA approval for addition of extended dosing intervals (up to every 24 weeks) across approved indications | Not Achieved2 | ||
Submit sBLA and obtain FDA approval for every 4-week dosing regimen across approved indications | Achieved | ||
Immunology & Inflammation | Report results from Phase 3 study for itepekimab (IL-33 antibody) in COPD and submit BLA | Not Achieved3 | |
Obtain FDA approval for Dupixent in CSU | Achieved | ||
Obtain FDA approval for Dupixent in bullous pemphigoid; submit Marketing Authorization Application in the EU for the same indication | Achieved | ||
Initiate additional Phase 3 studies for itepekimab | Not Achieved | ||
Report additional data from Phase 1 study for linvoseltamab (BCMA and CD3 bispecific antibody) in combination with Dupixent in severe food allergies | Achieved | ||
Solid Organ Oncology | Submit sBLA and obtain FDA approval for Libtayo in adjuvant CSCC | Achieved | |
Report results from Phase 3 study of fianlimab (LAG-3 antibody), in combination with Libtayo, versus pembrolizumab in first-line metastatic melanoma and submit BLA | Not Achieved4 | ||
Report initial Phase 2 data for fianlimab in combination with Libtayo in first-line advanced non-small cell lung cancer | Not Applicable5 | ||
Report additional data for ubamatamab (MUC16 and CD3 bispecific antibody) in ovarian cancer | Achieved | ||
Report additional data from solid tumor costimulatory bispecific antibody programs | Achieved | ||
Hematology | Obtain FDA approval for odronextamab (CD20 and CD3 bispecific antibody) in R/R follicular lymphoma | Not Achieved6 | |
Obtain FDA approval for linvoseltamab (BCMA and CD3 bispecific antibody) in R/R multiple myeloma | Achieved | ||
Initiate Phase 3 program for Factor XI antibodies (REGN9933 and REGN7508) | Achieved7 | ||
Genetic Medicines | Report additional data from Phase 1/2 study for DB-OTO (AAV-based gene therapy) in patients with hearing deficit due to variants of the otoferlin gene | Achieved | |
Report results from Phase 3 study for cemdisiran (siRNA therapeutic targeting C5) as a monotherapy and in combination with pozelimab (C5 antibody) in myasthenia gravis | Achieved | ||
Internal Medicine | Report results from Phase 2 study investigating combinations of semaglutide (GLP-1 receptor agonist) and trevogrumab (anti-GDF8/anti-myostatin) with or without garetosmab (anti-activin A) in obesity | Achieved | |
Report results from Phase 3 study for garetosmab (Activin A antibody) in fibrodysplasia ossificans progressiva | Achieved |
1The FDA issued a CRL for the applicable regulatory application; the sole approvability issue related to unresolved inspection findings at a third-party
manufacturer responsible for filling drug product.
2The FDA issued a CRL for the applicable sBLA. In April 2026, the FDA approved the extension of dosing intervals up to every 20 weeks for wAMD and
DME.
3The primary endpoint was met in only one of two Phase 3 trials.
4These results were delayed and are now expected in the second quarter of 2026.
5Due to limited follow-up at the time of a pre-planned interim analysis, it was determined that these studies would continue unchanged until additional data
are available.
6The FDA issued a CRL for the applicable BLA, which was also impact by the unresolved inspection findings at the third-party manufacturer responsible
for filling drug product referenced above in note 1 to this table.
7The Company initiated Phase 3 studies of REGN7508 for venous thromboembolism after total knee replacement surgery.
68 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
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Applying the framework described above, the Compensation Committee first established a baseline Company
performance multiplier of 1.5 for 2025 based on the Company’s progress toward achieving the key milestones shown
in the table above and the additional performance factors reviewed by the Committee. The Committee then determined
which of the 2025 Company accomplishments constituted transformational achievements and thus warranted an upward
adjustment for purposes of this framework; and which 2025 developments impacting Regeneron in the Committee’s
assessment warranted a downward adjustment.
Upward adjustments to the baseline multiplier were based on:
•The U.S. approval and launch of Libtayo for the treatment of adjuvant CSCC and the strength of Libtayo in ongoing
clinical trials in adjuvant settings; and
•The potentially transformational impact of Regeneron’s C5 program for the treatment of myasthenia gravis.
Downward adjustments were based on:
•Ongoing challenges with third-party manufacturing fillers (which, while not directly related to the Company’s
operations, had resulted in FDA observations and delayed filings and approvals); and
•The results from a second Phase 3 trial for itepekimab, which did not meet its primary endpoint in 2025.
As a result of the foregoing, the Committee set the final Company performance multiplier for 2025 at 1.55. See subsection
“Compensation Dashboard—Additional Compensation Information—Annual Cash Incentives” for additional information.
Individual Performance
The personal performance multiplier may range from 0 to 1.5 for the NEOs with a personal performance component. For
the explanation of individual factors considered in the cash incentive decisions, see the subsection “Compensation
Dashboard—Additional Compensation Information—Annual Cash Incentives.”
2025 Earned Cash Incentives
In determining the level of 2025 cash incentives earned, we calculated the NEOs’ respective target cash incentive amounts
(which, for our CEO, represented approximately the median of the Peer Group) and applied the Company performance
multiplier as determined by the Compensation Committee based on the Company’s 2025 performance. For the four NEOs
who also have a personal performance component, we also applied a personal performance multiplier. For these
executives, the personal performance component had a 40% weighting and the Company performance component had a
60% weighting, consistent with prior years.
Based on the assessment of the degree of achievement of corporate goals and, where applicable, individual goals
(discussed above and in the subsection “Compensation Dashboard—Additional Compensation Information—Annual Cash
Incentives”) in the past year, our NEOs earned the followed cash incentives in 2025:
2025 Base Salary ($) | Cash Incentive Target (as percentage of base salary) | Personal Performance Component | Company Performance Component | 2025 Total Cash Incentive ($) | |||||||||
Named Executive Officer | Multiplier | Weighting | Multiplier | Weighting | |||||||||
Leonard S. Schleifer, M.D., Ph.D. | 1,979,922 | 120% | N/A | N/A | 1.55 | 100% | 3,682,655 | ||||||
George D. Yancopoulos, M.D., Ph.D. | 1,979,922 | 120% | N/A | N/A | 1.55 | 100% | 3,682,655 | ||||||
Christopher Fenimore | 725,000 | 65% | 1.50 | 40% | 1.55 | 60% | 721,013 | ||||||
Daniel P. Van Plew | 983,382 | 65% | 1.45 | 40% | 1.55 | 60% | 965,189 | ||||||
Andrew J. Murphy, Ph.D. | 819,672 | 65% | 1.50 | 40% | 1.55 | 60% | 815,164 | ||||||
Joseph J. LaRosa | 916,062 | 65% | 1.50 | 40% | 1.55 | 60% | 911,024 | ||||||
In addition to the annual cash incentive described above, in December 2025 the Compensation Committee awarded
Mr. LaRosa a special, one-time cash incentive award of $1,000,000 in recognition of his and his team’s extraordinary
contributions in 2025, as described in the subsection “Compensation Dashboard—Additional Compensation Information—
Annual Cash Incentives.”
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Annual Equity Awards
Equity grants generally represent the largest portion of the compensation opportunity awarded annually to our NEOs.
These awards are designed to incentivize delivery of sustainable long-term value, which we believe is created by focusing
on the discovery, development, and commercialization of new medicines. Our Compensation Committee utilizes a
customized framework for determining the size and mix of the annual equity awards of our NEOs and other senior
executives, which is periodically reassessed in light of our business objectives, feedback from our shareholders, and
market practices.
In determining the size of the annual equity awards for each of our NEOs, the Compensation Committee balances an
assessment of how each NEO’s individual performance contributed to the Company’s performance for the year with an
assessment of such NEO’s importance to future Company performance. These assessments are then reviewed in light of
market positioning and the Company’s equity award guidelines.
In determining the mix of annual equity awards of each of our NEOs, the Compensation Committee seeks to balance
incentivizing long-term performance with promoting long-term employee retention. The relevant considerations underlying
our equity program and the types of awards we have utilized in recent years are summarized below.
Performance- Based Value Delivery | •Both stock options and PSUs are performance-based: –Regeneron’s long-held view is that stock options are performance-based and, when used thoughtfully, are a great compensation tool to incentivize employees while ensuring alignment with shareholder interests. This view is commonly shared amongst biotechnology companies and reflects the unique dynamics of the industry. Stock options only deliver value if we deliver stock price appreciation for shareholders after grant. No amount of time will make a stock option deliver any value unless the company’s stock price increases, and no sustainable stock price appreciation can be achieved by Regeneron without a productive pipeline of potential new medicines. –2020 CEO/CSO PSUs (which vested in December 2025 and must be held until December 2028) were earned solely based on the relevant TSR-based performance criteria. | ||
Meaningful Holding Requirements | •We require NEOs to retain a significant amount of equity within five years of their employment with Regeneron: –Our CEO and CSO must own shares with a value at least 6x their respective base salaries. –Our other NEOs must own shares with a value at least 2x their respective base salaries. –Our NEOs’ holdings of Regeneron equity are well in excess of these requirements. For example, as of year-end 2025, both our CEO and CSO held shares with a value over 400x of their respective base salaries then in effect. •In addition, 2020 CEO/CSO PSUs require a three-year deferral and holding period following vesting, except in certain limited circumstances. | ||
Long-Term Value Creation | •Stock option grants have ten-year terms and four-year vesting provisions: –Designed to align with long-term value creation and the development cycle of our products. •2020 CEO/CSO PSUs incorporated a long-term, five-year performance period (December 2020 to December 2025) and may not be monetized during an additional three-year deferral and holding period (January 2026 to December 2028): –Designed to promote and reward value creation and shareholder alignment over eight years. •RSAs promote long-term employment: –RSAs awarded as a component of annual equity awards vest 50% on the second anniversary of the date of grant and 50% on the fourth anniversary of the date of grant, which is a more backloaded vesting schedule than is typical in the industry. | ||
Risk-Mitigating Policies and Practices | •We have a recoupment (clawback) policy that enables us to reduce or recoup equity and other incentive compensation. –This policy is broader than what is required by the listing standards of the Nasdaq Stock Market LLC.* •We prohibit our NEOs from hedging or pledging Regeneron securities they hold. | ||
*See the subsection “Compensation Processes—Risk Assessment” below for further information about the recoupment (clawback) policy.
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In applying this framework in 2025, the Compensation Committee determined to grant our NEOs the target grant date fair
value of the equity awards shown in the table below, with 60% of the grant date fair value of each NEO award allocated
to stock options and 40% to RSAs (the same mix that had been utilized in recent years). Our CEO and CSO did not
receive any equity awards in 2025 as the Committee continued to actively discuss and consider a potential new CEO/
CSO equity program design.
The 2025 NEO annual equity awards were expressed in dollar terms (i.e., based on their grant date fair value). This
approach allows for value delivery to be normalized and predictable year over year, an important consideration for the
top talent we seek to attract, retain, and incentivize; and aligns with industry peers of similar size, maturity, and growth
trajectory. It has also contributed to lowering the Company’s burn rate in recent years and helped address feedback
relating to the levels of burn rate preferred by shareholders. In 2025, our burn rate was 2.00%, a record low for
the Company.
Each of the NEOs receiving 2025 year-end equity awards was granted an award with a grant date fair value equal to
the value of such NEO’s 2024 year-end award with the exception of Mr. Fenimore, who received a modest increase to his
year-end award. In making these determinations, the Committee primarily considered each NEO’s importance to the
Company’s future performance and such NEO's individual contributions to the Company’s performance. In the case of
Mr. Fenimore, the Committee also took into account market competitiveness considerations in light of his promotion to
Executive Vice President effective January 1, 2025. See “Compensation Dashboard—Additional Compensation
Information—Annual Cash Incentives” for more information on each relevant NEO’s individual contributions in 2025.
2025 Annual Equity Awards
Annual Stock Options | Annual RSAs | Total ($)** | ||||
Named Executive Officer | ($)*** | (#) | ($)*** | (#) | ||
Leonard S. Schleifer, M.D., Ph.D.* | — | — | — | — | — | |
George D. Yancopoulos, M.D., Ph.D.* | — | — | — | — | — | |
Christopher Fenimore | 3,300,000 | 14,924 | 2,200,000 | 3,027 | 5,500,000 | |
Daniel P. Van Plew | 4,050,000 | 18,315 | 2,700,000 | 3,715 | 6,750,000 | |
Andrew J. Murphy, Ph.D. | 4,050,000 | 18,315 | 2,700,000 | 3,715 | 6,750,000 | |
Joseph J. LaRosa | 2,700,000 | 12,210 | 1,800,000 | 2,476 | 4,500,000 | |
*Drs. Schleifer and Yancopoulos did not receive any equity awards in 2025, as the Committee continued to actively discuss and consider a potential new
CEO/CSO equity program design.
**Represents the target grant date fair value of the awards. See “Compensation Dashboard—2025 Executive Compensation Tables—2025 Summary
Compensation Table” for the actual grant date fair value of such awards.
All of the equity awards granted to the NEOs in 2025 are subject to the Company’s policy regarding recoupment or
reduction (clawback) of incentive compensation, including after such awards have been earned/vested.
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Annual Stock Option Awards
Stock options represented 60% of the grant date fair value of the annual equity awards for each of the NEOs who
received such awards in 2025. The use of stock options for 2025 annual equity awards to these NEOs was based on
our long-held view that stock options are a useful compensation tool when used thoughtfully as part of a well-designed
compensation program because of their simplicity and inherently performance-based nature, requiring stock price
appreciation before there is any real value earned. No amount of time will make a stock option deliver any value unless
the company’s stock price increases, and no sustainable stock price appreciation can be achieved by Regeneron without
a productive pipeline of potential new medicines. In addition, stock options incentivize these NEOs to take actions that
increase shareholder value over the entire 10-year option term, which we believe approximates the typical length of the
drug discovery and development cycle.
Stock options awarded to our NEOs in 2025 have an exercise price of $726.71 per share, the average of the high and low
sales price per share of our common stock as quoted on the Nasdaq Global Select Market on the date of grant. These
grants consist of non-qualified stock options and vest ratably over a period of four years. Stock option vesting ceases,
and unvested stock options are forfeited, upon termination of employment.
Annual RSAs
Time-based RSAs represented 40% of the grant date fair value of the annual equity award for each of the NEOs who
received such awards in 2025. In continuing to use RSAs as a component of the equity award mix for the 2025 annual
equity awards to our NEOs and other employees located in the United States (with employees located outside the United
States receiving RSUs), the Compensation Committee took into account, among other factors, shareholder feedback
about the annual rate of equity compensation dilution, retention considerations, and employee input. The RSAs vest 50%
on the second anniversary of the date of grant and 50% on the fourth anniversary of the date of grant, which is a more
backloaded vesting schedule than is typical in the industry.
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Perquisites and Personal Benefits
Any perquisites provided to our NEOs must comply with a Compensation Committee-approved policy regarding senior
officer perquisites and are periodically reviewed by the Committee.
Similar to our other employees, our NEOs may participate in Company-wide health, disability, life insurance, and other
benefit plans, as well as our 401(k) Savings Plan (including matching contributions). See details concerning the 401(k)
Savings Plan in the subsection “Compensation Dashboard—Additional Compensation Information—Perquisites and
Personal Benefits.” Regeneron has no pension, deferred compensation, or retirement plans for U.S.-based employees
other than our 401(k) Savings Plan. Our NEOs are also eligible to receive financial and tax planning assistance, which
are taxable benefits.
In addition, our CEO is entitled to life insurance, long-term disability, medical malpractice insurance premiums, and
additional tax and financial planning services pursuant to his employment agreement. These are described in footnote 4
to the Summary Compensation Table.
Our CEO and CSO are also eligible for various benefits under our board-approved security policy, the purpose of which is
to ensure increased efficiencies and provide a more secure environment for these executives. Based on the
recommendation of an independent, third-party security study, our security policy and related guidelines require our CEO
and CSO to use, as much as practicable, Company-provided aircraft for all business and personal air travel. The security
policy also provides for other security services consisting of secure car transportation, on-site residential security at the
primary residence for each of Drs. Schleifer and Yancopoulos, and 24/7 personal security services for each of
Drs. Schleifer and Yancopoulos.
In addition, the Company covers the cost of certain services related to internet connectivity at the residences of
Drs. Schleifer and Yancopoulos as well as rent payments and related expenses for a local residence for Mr. LaRosa.
Additional information regarding perquisites and other personal benefits provided to our NEOs in, or with respect to, 2025
is given in the applicable footnotes to the Summary Compensation Table and in the subsection “Compensation Dashboard
—Additional Compensation Information—Perquisites and Personal Benefits.”
Potential Severance Payments
Our NEOs are entitled to certain severance benefits upon the voluntary or involuntary termination of their employment, as
discussed further in the subsection “Compensation Dashboard—Additional Compensation Information—Potential
Severance Payments.”
The award agreements governing unvested equity awards for our NEOs and other employees include a governance best-
practice “double trigger” provision for the acceleration of vesting of awards granted thereunder only upon a without-cause
termination by the Company within two years of a change in control.
We have a policy against excise tax gross-up provisions for payments contingent on a change in control of Regeneron in
contracts, compensatory plans, and other arrangement with the Company’s officers (including NEOs) with the exception of
the CEO under his existing employment agreement or amendments to it.
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Compensation Processes
Compensation Committee
The Compensation Committee is responsible for overseeing the Company’s general compensation objectives and
programs. The Compensation Committee evaluates the performance of our NEOs and approves their compensation—in
the case of the CEO and the CSO, subject to approval of the non-employee members of the board of directors. The
Compensation Committee operates under a written charter adopted by the board of directors and regularly reviews and
reassesses the adequacy of its charter. A copy of the current charter is available on our website at
www.regeneron.com under the “Governance” heading on the “Investors & Media” page.
Annual salaries for the following year and year-end cash incentives and equity awards for all employees are determined
in December of each year based on Company and individual performance, as well as other factors, which may include
compensation trends among our Peer Group and in the biotechnology industry in general. With respect to our CEO, this
process is formalized in the Compensation Committee’s charter, which specifies that the Compensation Committee is to
annually present the proposed annual compensation of the CEO to the non-employee members of the board of directors
for approval. The Company’s recent practice has been to require approval of the proposed annual compensation of the
CSO by the non-employee members of the board of directors as well. The non-employee directors have also been
involved in reviewing the Company’s performance for purposes of setting the annual cash incentive payout.
predetermined schedule. The meetings at which such grants are approved are generally scheduled well in advance of
the grant date, without regard to the timing of earnings or other major announcements that may constitute material, non-
public information. As a result, the timing of such grants of equity awards, including stock options, occurs independent of
the release of any material, non-public information, and we do not time the disclosure of material, non-public information
employees whose performance is determined to merit an annual grant, including the NEOs, at a meeting held during
December. With respect to newly hired employees, our practice typically is to grant equity awards at the first regular
or other equity awards to our NEOs during any period beginning four business days before and ending one business day
after the filing of any of the Company’s periodic reports on Form 10-Q or Form 10-K or the filing or furnishing of any of the
Company’s current reports on Form 8-K that disclosed any material, non-public information.
Pursuant to the terms of the Second Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive
Plan, stock option awards are granted with an exercise price equal to the average of the high and low sales price per
share of our common stock as quoted on the Nasdaq Global Select Market on the date of the grant or, if such date is
not a trading day, on the last preceding date on which there was a sale of our common stock on the Nasdaq Global
Select Market.
We periodically evaluate the personal benefits and perquisites afforded to our NEOs. The Compensation Committee also
regularly meets in executive session to discuss any of the matters that fall within its responsibilities.
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Management; Management’s Compensation Consultant
Members of our senior management play a role in the overall executive compensation process and assess performance
of other officers. They also recommend for the Compensation Committee’s approval the salary, cash incentive, and equity
grant budgets for non-officers and make specific recommendations for salary increases, cash incentives, and equity
grants for other officers. Performance of our CEO and CSO is evaluated directly by the Compensation Committee based
on the Company’s overall corporate performance, including performance against annual milestone goals that are identified
at the beginning of each year, as discussed above. Our CEO evaluates the performance of our other NEOs and makes
recommendations to the Compensation Committee regarding their compensation.
Management retains a compensation consultant for its own use. In 2025, management used the services of Radford
(part of Aon plc), a compensation consultant focused on the technology and life sciences sectors. Radford provided
various consulting services to management, including analyzing the competitiveness of specific compensation programs;
preparing surveys of competitive pay practices; and assisting management in the development and analysis of executive
compensation recommendations. Reports prepared by Radford that relate to executive compensation may also be shared
with the Compensation Committee, the full board, or another committee of the board.
Shareholder Input and Outreach and the 2025 Say-on-Pay Vote Result
Fostering long-term relationships and maintaining trust with our shareholders has been a key priority for us. We seek
shareholder feedback through our annual say-on-pay votes as well as through discussions with our shareholders in
connection with our annual shareholder meetings and in the “off-season,” where we discuss compensation, governance,
and other issues of importance and interest to our shareholders. This outreach complements the many touchpoints our
management and our investor relations team have with shareholders throughout the year. In addition, on a more informal
basis, we engage with our shareholders through industry and corporate governance conferences and informal exchanges
in other settings.
Say-on-pay vote. Our shareholders are provided with an opportunity to cast a non-binding, advisory vote on our
executive compensation program every year. We switched to the annual cadence of say-on-pay votes in 2022 in
recognition of shareholder feedback and preference. Our most recent advisory say-on-pay vote was held at our 2025
annual shareholder meeting, at which this advisory proposal was approved by 93% of the votes cast. This was the fourth
consecutive year of support nearing or exceeding 90%. Despite the solid approval rate of our compensation program by
our shareholders evidenced by this result, we continued to engage with investors in 2025 to make sure we understand
their perspectives and views of our compensation program and philosophy (as well as corporate governance and
corporate responsibility matters relevant to our Company).
Shareholder outreach. For over a decade, we have actively and regularly engaged with our shareholders to
receive feedback on many important areas, including corporate governance, executive compensation, and corporate
responsibility matters, and are committed to continued engagement with portfolio managers and investment stewardship
teams. Shareholder feedback is discussed with management and, depending on the topic, relayed for consideration to
the appropriate committee of the board of directors (typically the Compensation Committee or the Corporate Governance
and Compliance Committee), the full board, or both. In recent years, shareholder input resulted in specific changes to our
compensation and corporate governance practices and policies. For example, as discussed above, in 2022 our board of
directors voluntarily changed the frequency of our say-on-pay votes from every three years to every year to recognize the
preference for annual say-on-pay votes expressed by several key shareholders during our shareholder outreach. See the
table below for other recent changes related to executive compensation informed by shareholder feedback.
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Compensation-Related Shareholder Outreach in 2025
In 2025, we reached out to shareholders collectively representing 51% of the public shares (i.e., shares of common stock
outstanding as of December 31, 2025, excluding shares held by our directors and executive officers). This outreach
resulted in one-on-one discussions with shareholders representing 42% of our public shares. As in prior years, we
pursued engagement opportunities throughout the year, which allowed us to engage with several shareholders multiple
times in 2025.
42% engaged | 51% contacted |
With respect to executive compensation, several shareholders indicated that they understood and supported Regeneron’s
compensation program, particularly the broad use of equity awards, which they viewed as a mitigating factor for a burn
rate that in certain years may be higher than the burn rates reported by many similarly sized companies. A number of
shareholders also inquired about the status of the Compensation Committee’s equity compensation design planning for
our CEO and CSO in light of their eligibility for new awards commencing in December 2025, with certain of these
shareholders specifically asking whether and how new awards would incorporate any “lessons learned” from the
experience with the 2020 PSU awards to these executives. This feedback has been shared with the Compensation
Committee and will continue to inform future executive compensation planning and decisions.
Compensation-Related Changes Informed by Recent Shareholder Feedback
Set forth below are select changes to executive compensation practices and other compensation-related actions taken by
the board and/or the relevant board committees in recent years that were informed by shareholder feedback. For a more
comprehensive discussion of our engagement program and responsive actions implemented by Regeneron, see
“Corporate Governance—Longstanding Commitment to Shareholder Engagement.”
Say-on-Pay •Voluntarily adopted an annual say-on-pay vote (2022) | Enhanced Disclosure •Enhanced proxy statement disclosure surrounding annual cash incentive and annual equity award determinations and 2020 PSUs (2022-2025) •Shortened and streamlined CD&A (2024-2026) | ||||
Pay-for-Performance Alignment •Introduced PSUs as a component of CEO and CSO equity awards (2019) •Granted 100% of CEO and CSO equity awards in the form of PSUs (2020) | Dilution/Burn Rate Concerns •Introduced and maintained the use of full-value awards as a component of annual equity awards (2019-2025) •Recalibrated equity award size and/or mix (stock options and/or RSAs/RSUs) for NEOs below the CEO/CSO level and other employees (2019-2025) | ||||
Annual Cash Incentives •Enhanced and standardized the process by which the Compensation Committee determines the Company performance multiplier for annual cash incentives (2023) | Perquisites Policy •Adopted a Compensation Committee-approved policy covering perquisites of our NEOs and other senior officers (2024) | ||||
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Independent Compensation Consultant
The Compensation Committee has the sole authority to retain, at the Company’s expense, one or more third-party
compensation consultants to assist the Compensation Committee in performing its responsibilities and to terminate the
services of the consultant if the Compensation Committee deems it appropriate. The Compensation Committee has
utilized the services of Pay Governance LLC since 2021. In addition, as discussed above under “Board of Directors—
Compensation of Directors,” the Corporate Governance and Compliance Committee has engaged Pay Governance LLC
with respect to non-employee director compensation matters. In order to maintain its independence, the Compensation
Committee retained Pay Governance LLC directly, and Pay Governance LLC performed services for the Compensation
Committee exclusively at the Compensation Committee’s direction. In accordance with applicable listing standards of the
Nasdaq Stock Market LLC and SEC rules, the Compensation Committee periodically evaluates the independence of Pay
Governance LLC; and, on the basis of this evaluation conducted for 2025, concluded that the engagement of Pay
Governance LLC did not raise any conflicts of interest.
The Compensation Committee’s consultant reviews management recommendations for compensation plans, budgets,
and strategies, and also advises the Compensation Committee on how regulations and trends in executive compensation
nationally and specifically in the pharmaceutical and biopharmaceutical industries may be relevant to the Company. It also
assists with developing the Peer Group; provides comparative compensation information for our CEO and CSO and other
senior executives (using the Peer Group and other compensation data as described below); reviews senior management’s
compensation recommendations for other officers, including the other NEOs; and provides general advice to the
Compensation Committee on compensation matters, including facilitating the articulation and periodic review of the
Company’s compensation philosophy and replenishment of our long-term equity incentive plan.
Peer and Other Market Data
For purposes of setting our NEOs’ and other senior executives’ compensation, we use comparative compensation
information from a relevant peer group of companies (referred to in this proxy statement as the “Peer Group”). In 2025, we
selected the companies in the Peer Group with the assistance of Pay Governance LLC based on factors including, but not
limited to, the following:
•research and development orientation;
•market capitalization;
•number of employees;
•stage of development; and
•total revenues.
The Peer Group is also meant to provide a representative sample of companies with which we compete for talent. We
periodically reassess the composition of the Peer Group and make changes as appropriate based on factors such as
changes in the Company’s market capitalization and merger-and-acquisition activity impacting the existing Peer
Group companies.
The Peer Group utilized in 2025 consists of the following 11 companies:
AbbVie Inc. | BioMarin Pharmaceutical Inc. | Incyte Corporation | ||
Alnylam Pharmaceuticals, Inc. | Bristol-Myers Squibb Company | Merck & Co., Inc. | ||
Amgen Inc. | Eli Lilly and Company | Vertex Pharmaceuticals Incorporated | ||
Biogen Inc. | Gilead Sciences, Inc. |
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The Compensation Committee most recently reviewed the Peer Group in June 2025 and, based on the recommendation
of Pay Governance LLC, did not make any changes. The Committee’s assessment included consideration of Regeneron’s
percentile rank in the Peer Group for market capitalization, revenues for the last four completed quarters, and the then-
available reported number of employees, as shown in the table below. In the Committee’s view, the Peer Group remains
relevant and appropriate in providing the Committee and management with the market context for executive
compensation decision-making.
Market Capitalization ($ Millions) | Revenues Last Four Quarters1 ($ Millions) | Employees (as of last SEC filing)1 | ||||||
Company | 90-Day Average (as of 5/23/25) | 30-Day Average (as of 5/23/25) | ||||||
Eli Lilly and Company | $733,249 | $704,525 | $49,003 | 47,000 | ||||
AbbVie Inc. | $339,899 | $325,121 | $57,367 | 55,000 | ||||
Merck & Co., Inc. | $218,933 | $198,781 | $63,922 | 74,000 | ||||
Amgen Inc. | $157,376 | $149,385 | $34,126 | 28,000 | ||||
Gilead Sciences, Inc. | $130,977 | $129,188 | $28,735 | 17,600 | ||||
Vertex Pharmaceuticals Incorporated | $121,750 | $120,000 | $11,100 | 6,100 | ||||
Bristol-Myers Squibb Company | $111,446 | $98,262 | $47,636 | 34,100 | ||||
Alnylam Pharmaceuticals, Inc. | $33,534 | $33,920 | $2,348 | 2,230 | ||||
Biogen Inc. | $19,461 | $17,727 | $9,816 | 7,605 | ||||
Incyte Corporation | $12,665 | $11,739 | $4,413 | 2,617 | ||||
BioMarin Pharmaceuticals, Inc. | $12,336 | $11,556 | $2,950 | 3,040 | ||||
Summary Statistics: | ||||||||
75th Percentile | $188,155 | $174,083 | $48,320 | 40,550 | ||||
Median | $121,750 | $120,000 | $28,735 | 17,600 | ||||
25th Percentile | $26,498 | $25,824 | $7,115 | 4,570 | ||||
Regeneron Pharmaceuticals, Inc. | $68,172 | $61,482 | $14,086 | 15,222 | ||||
Percentile Rank | P34 | P34 | P42 | P48 | ||||
1Based on available data as of May 2025
In making the compensation decisions in December 2025, we used data from publicly filed proxy statements of the
companies in the Peer Group (as compiled by the Compensation Committee’s compensation consultant and
management's compensation consultant) to review each component of compensation of our NEOs against their peers in
the Peer Group as well as their total annual compensation in relation to the Peer Group, while giving regard to various
factors such as the executives’ respective performance, past compensation history, experience, and role in the Company’s
success. We use Peer Group data as a point of reference for measurement, but Peer Group data do not represent the
only factor considered and there is no targeted pay level percentile or benchmarking. The Compensation Committee
retains discretion in determining the nature and extent of the use of Peer Group data. The Compensation Committee may
also review relevant data from U.S. life sciences compensation surveys. The total direct pay of each of our NEOs typically
approximates the 75th percentile of a composite benchmark reflecting data from the Peer Group and broader U.S. life
sciences compensation surveys.
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Risk Assessment
We believe that the Company’s programs balance risk and potential reward in a manner that is appropriate to the
Company’s circumstances and in the best interests of the Company’s shareholders over the long term. We regularly
review the Company’s compensation and benefits programs, including its executive compensation program and its
incentive-based compensation programs (such as sales incentive plans) for employees. At least annually, the
Compensation Committee reviews and considers a compensation program risk assessment performed by its independent
compensation consultant. Based on these reviews and discussions, the Compensation Committee does not believe our
compensation program creates risks that are reasonably likely to have a material adverse effect on the Company.
The Company’s compensation and governance-related policies are further enhanced by our stock ownership guidelines
applicable to our senior officers (see “Corporate Governance—Certain Governance Policies—Stock Ownership
Guidelines” for more information) and our policy regarding recoupment or reduction (clawback) of incentive compensation.
Since 2015, the Company has maintained a policy regarding recoupment or reduction (clawback) of incentive
compensation awarded to our officers and other specified employees for compliance violations, which applies to bonus
and other incentive compensation regardless of whether paid or payable in cash, equity, or otherwise and regardless of
whether such compensation has been earned or vested (the “Clawback Policy”). In addition, the Clawback Policy covers
both financial and non-financial violations resulting in a significant harm to the Company’s business, prospects, results of
operations, or financial condition. Under the Clawback Policy, the board and any designated committee of the board have
full discretion to make recoupment and reduction decisions as they may deem appropriate subject to applicable law, the
Company’s compensation plans in effect from time to time, and all relevant contractual obligations. In addition, in 2023,
the Company adopted a supplement to the Clawback Policy (the “Clawback Policy Supplement”) to comply with changes
to the listing standards of the Nasdaq Stock Market LLC. The Clawback Policy Supplement generally provides that, in
the event we are required to prepare an accounting restatement due to material noncompliance with financial reporting
requirements, we will recover any Incentive-Based Compensation (as defined below) erroneously received on or after
October 2, 2023 by a current or former “officer” of the Company (as defined under Section 16 of the Exchange Act) during
the three completed fiscal years immediately preceding the date on which the accounting restatement is determined to be
required. Under the Clawback Policy Supplement, “Incentive-Based Compensation” is defined as any compensation that
is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure (which is
defined to include stock price and TSR).
We also have adopted policies against hedging and pledging of our securities by our directors and employees, including
the NEOs; and against including excise tax gross-up provisions with respect to payments contingent upon a change in
control of Regeneron in contracts, compensatory plans, or other arrangements with the Company’s executive officers,
including the NEOs (other than the existing employment agreement with our CEO or any amendments thereto, which
is expressly exempted).
These policies demonstrate Regeneron’s continued commitment to robust corporate governance and are meant to reduce
compensation-related risks and ensure greater alignment of the interests of our employees, including the NEOs, and
those of the Company and our shareholders.
Tax Implications
We take tax considerations into account in making our compensation-related assessments and decisions, including the
deductibility of compensation in determining NEOs’ compensation. However, we reserve the right to use our judgment to
authorize compensation payments that are not deductible, such as when we believe that such payments are necessary to
maintain the flexibility needed to attract talent, promote executive retention, reward performance, or attain other Company
objectives, or as required to comply with the Company’s contractual commitments.
Due to the requirements set forth in Section 274(e)(2) of the Internal Revenue Code, Company-provided personal and
guest air travel (which is provided by the Company only to the extent permitted under board-approved guidelines and a
security policy adopted by the board based on an independent, third-party security study) results in a partial disallowance
of the related corporate tax deductions. In 2025, this disallowance amounted to approximately $4.1 million.
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Compensation Committee Report
We, the undersigned members of the Compensation Committee, have reviewed and discussed with management the
Compensation Discussion and Analysis set forth above. Based on that review and discussion, the undersigned members
of the Compensation Committee have recommended to the board of directors that the Compensation Discussion and
Analysis be included in this proxy statement.
The Compensation Committee
Christine A. Poon, Chair
N. Anthony Coles, M.D.
David P. Schenkein, M.D.
George L. Sing
Huda Y. Zoghbi, M.D.
Compensation Committee Interlocks and
Insider Participation
None of the members of the Compensation Committee is currently, or has been at any time since our formation, one of
our officers or employees. None of our executive officers serves as a member of the board of directors or compensation
committee of any entity that has one or more executive officers serving as a member of our board of directors or
Compensation Committee.
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Compensation Dashboard
2025 Executive Compensation Tables
The following table and accompanying footnotes provide information regarding compensation earned by, or paid to, our
NEOs during the last three fiscal years (other than with respect to Mr. Fenimore, who qualified as an NEO for 2025 and
2024 but not for 2023; and Mr. LaRosa, who qualified as an NEO for 2025 but not for 2024 or 2023).
2025 Summary Compensation Table
A | B | C | D | E | F | G | I | J | ||
Name and principal position | Year | Salary ($) | Bonus ($) | Stock awards ($)1 | Option awards ($)1 | Non-Equity Incentive Plan Compensation ($)2 | All Other Compensation ($)3 | Total ($) | ||
Leonard S. Schleifer, M.D., Ph.D. Board co-Chair, President and Chief Executive Officer | 2025 | 1,979,922 | — | 3,682,655 | 1,617,972 | 4 | 7,280,549 | |||
2024 | 1,941,100 | — | — | — | 3,493,980 | 1,387,954 | 6,823,034 | |||
2023 | 1,875,415 | — | — | — | 4,275,946 | 2,032,977 | 8,184,338 | |||
George D. Yancopoulos, M.D., Ph.D. Board co-Chair, President and Chief Scientific Officer | 2025 | 1,979,922 | — | 3,682,655 | 1,286,892 | 5 | 6,949,469 | |||
2024 | 1,941,100 | — | — | — | 3,493,980 | 1,361,703 | 6,796,783 | |||
2023 | 1,875,415 | — | — | — | 4,275,946 | 1,608,469 | 7,759,830 | |||
Christopher Fenimore Executive Vice President, Finance and Chief Financial Officer6 | 2025 | 725,000 | — | 2,199,751 | 3,299,977 | 721,013 | 39,623 | 7 | 6,985,364 | |
2024 | 660,000 | — | 1,999,319 | 2,999,683 | 594,000 | 15,250 | 6,268,252 | |||
Daniel P. Van Plew Executive Vice President and General Manager, Industrial Operations and Product Supply | 2025 | 983,382 | — | 2,699,728 | 4,049,757 | 965,189 | 82,207 | 8 | 8,780,263 | |
2024 | 964,100 | — | 2,699,968 | 4,049,729 | 914,931 | 26,450 | 8,655,178 | |||
2023 | 931,500 | — | 2,699,284 | 4,049,638 | 1,053,527 | 26,200 | 8,760,149 | |||
Andrew J. Murphy, Ph.D. Executive Vice President, Co-Chief Scientific Officer | 2025 | 819,672 | — | 2,699,728 | 4,049,757 | 815,164 | 92,798 | 9 | 8,477,119 | |
2024 | 803,600 | — | 2,699,968 | 4,049,729 | 783,510 | 26,450 | 8,363,257 | |||
2023 | 776,250 | — | 2,699,284 | 4,049,638 | 877,939 | 26,200 | 8,429,311 | |||
Joseph J. LaRosa Executive Vice President, General Counsel and Secretary10 | 2025 | 916,062 | 1,000,000 | 11 | 1,799,334 | 2,699,810 | 911,024 | 132,740 | 12 | 7,458,970 |
1The amounts in columns E and F reflect the respective aggregate grant
date fair values (disregarding estimated forfeitures) of RSAs and stock
option awards granted in 2025, 2024, and 2023, respectively, pursuant
to the Second Amended and Restated Regeneron Pharmaceuticals,
Inc. 2014 Long-Term Incentive Plan. Valuation assumptions and
methodologies used in the calculation of these amounts for 2025 are
included in Note 13 to the Company’s audited financial statements for
the fiscal year ended December 31, 2025, included in the 2025
Annual Report.
2Non-equity incentive plan compensation amounts (consisting of cash
incentives paid to the NEOs in respect of the relevant year under the
Regeneron Pharmaceuticals, Inc. Cash Incentive Bonus Plan) are
shown in the year in which they were accrued and earned.
3See the subsection “Additional Compensation Information—Perquisites
and Personal Benefits” below for further information. Certain 2025
perquisites and other personal benefits are quantified for each of the
NEOs in the footnotes to this table below based on the actual additional
cost incurred by us in providing the perquisite or other personal benefit.
4Consists of (i) $20,724 for life insurance premiums, (ii) $9,366 for
disability insurance premiums, (iii) $27,430 for medical malpractice
insurance premiums, (iv) $15,500 for 401(k) Savings Plan matching
contributions in respect of 2025, (v) $11,200 for tax and financial
planning advisory services, (vi) $1,680 for residential internet
subscription services, (vii) $253,237 for personal use of Company-
provided aircraft, and (viii) $1,278,835 for security services (consisting
of secure car transportation and personal and residential security
services) (in the case of clauses (vii) and (viii), in accordance with our
security policy and calculated as described in the subsection “Additional
Compensation Information—Perquisites and Personal Benefits” below).
5Consists of (i) $15,500 for 401(k) Savings Plan matching contributions
in respect of 2025, (ii) $11,200 for tax and financial planning advisory
services, (iii) $23,130 for residential internet licensing and maintenance
services, (iv) $274,129 for personal use of Company-provided aircraft,
and (v) $962,933 for security services (consisting of secure car
transportation and personal and residential security services) (in the
case of clauses (iv) and (v), in accordance with our security policy and
calculated as described in the subsection “Additional Compensation
Information—Perquisites and Personal Benefits” below).
6Mr. Fenimore qualified as an NEO for 2025 and 2024 but not for 2023.
7Consists of (i) $15,500 for 401(k) Savings Plan matching contributions
in respect of 2025 and (ii) $24,123 of dividends accrued and/or paid in
2025 in respect of shares of restricted stock.
8Consists of (i) $15,500 for 401(k) Savings Plan matching contributions
in respect of 2025, (ii) $11,200 for tax and financial planning advisory
services, and (iii) $55,507 of dividends accrued and/or paid in 2025 in
respect of shares of restricted stock.
9Consists of (i) $15,500 for 401(k) Savings Plan matching contributions
in respect of 2025, (ii) $11,200 for tax and financial planning advisory
services, and (iii) $66,098 of dividends accrued and/or paid in 2025 in
respect of shares of restricted stock.
10Mr. LaRosa qualified as an NEO for 2025 but not for 2024 or 2023.
11Consists of a special, one-time cash incentive award accrued and
earned in 2025.
12Consists of (i) $15,500 for 401(k) Savings Plan matching contributions
in respect of 2025, (ii) $11,200 for tax and financial planning advisory
services, (iii) $79,605 for rent payments and related expenses for a
local residence, and (iv) $26,435 of dividends accrued and/or paid in
2025 in respect of shares of restricted stock.
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 81 |
Introduction | Board of Directors | Corporate Governance | The Company | Compensation-Related Matters | Other Matters | |||||||||||||||||
2025 Grants of Plan-Based Awards
The following table and explanatory footnotes provide information regarding the annual cash incentive and equity awards
granted to our NEOs during 2025.
A | B | C | D | E | I | J | K | L | ||
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards1 | All other stock awards: number of shares of stock or units (#) | All other option awards: number of securities underlying options (#) | Exercise or base price of option awards ($/Sh)2 | Closing price of Company common stock on grant date ($/Sh)2 | Grant date fair value of stock and option awards ($)3 | |||||
Name | Grant date | Threshold ($) | Target ($) | Maximum ($) | ||||||
Leonard S. Schleifer, M.D., Ph.D. | — | — | 2,375,906 | 4,830,512 | — | — | — | — | — | |
George D. Yancopoulos, M.D., Ph.D. | — | — | 2,375,906 | 4,830,512 | — | — | — | — | — | |
Christopher Fenimore | — | — | 471,250 | 862,591 | — | — | — | — | — | |
12/5/2025 | 4 | — | — | — | — | 14,924 | 726.71 | 718.36 | 3,299,977 | |
12/5/2025 | 5 | — | — | — | 3,027 | — | — | — | 2,199,751 | |
Daniel P. Van Plew | — | — | 639,198 | 1,207,628 | — | — | — | — | — | |
12/5/2025 | 4 | — | — | — | — | 18,315 | 726.71 | 718.36 | 4,049,757 | |
12/5/2025 | 5 | — | — | — | 3,715 | — | — | — | 2,699,728 | |
Andrew J. Murphy, Ph.D. | — | — | 532,787 | 1,035,110 | — | — | — | — | — | |
12/5/2025 | 4 | — | — | — | — | 18,315 | 726.71 | 718.36 | 4,049,757 | |
12/5/2025 | 5 | — | — | — | 3,715 | — | — | — | 2,699,728 | |
Joseph J. LaRosa | — | — | 595,440 | 1,207,628 | — | — | — | — | — | |
12/5/2025 | 4 | — | — | — | — | 12,210 | 726.71 | 718.36 | 2,699,810 | |
12/5/2025 | 5 | — | — | — | 2,476 | — | — | — | 1,799,334 | |
1Cash incentive awards under the Regeneron Pharmaceuticals, Inc. Cash Incentive Bonus Plan. The actual cash incentive awards earned in respect of
2025 and paid out in January 2026 are reported as “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table above. The
maximum amount in this column represents the maximum cash incentive allocated to each executive by the Compensation Committee in March 2025
under the Cash Incentive Bonus Plan.
2These options have an exercise price equal to the average of the high and low sales price per share of the Company’s common stock on the date of
grant. Therefore, the closing price of our common stock on the grant date may be higher or lower than the exercise price of these options.
3The amounts in this column represent the grant date fair value (disregarding estimated forfeitures) of the awards made pursuant to the Second Amended
and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan. The valuation assumptions and methodologies used in the calculation
of these amounts are included in Note 13 to the Company’s audited financial statements for the fiscal year ended December 31, 2025, included in the
2025 Annual Report.
4The NEO received a non-qualified stock option award that vests subject to continued employment at a rate of 25% per year over the first four years of the
maximum ten-year option term.
5The NEO received an annual RSA that vests 50% on the second anniversary of the date of grant and 50% on the fourth anniversary of the date of grant,
subject to the NEO’s continued employment.
82 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
Introduction | Board of Directors | Corporate Governance | The Company | Compensation-Related Matters | Other Matters | |||||||||||||||||
Outstanding Equity Awards at 2025 Fiscal Year-End
The following table and explanatory footnotes provide information regarding unexercised stock options and RSAs (as
applicable) held by our NEOs as of December 31, 2025.
A | B | C | D | E | F | G | H | I | J | ||||
Option Awards | Stock Awards | ||||||||||||
Name | Number of securities underlying unexercised options exercisable (#) | Number of securities underlying unexercised options unexercisable (#) | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) | ||||
Leonard S. Schleifer, M.D., Ph.D. | 81,278 | — | — | 372.46 | 12/11/2029 | — | — | — | — | ||||
129,013 | — | — | 381.40 | 12/12/2028 | — | — | — | — | |||||
139,474 | — | — | 378.98 | 12/12/2027 | — | — | — | — | |||||
146,815 | — | — | 381.92 | 12/16/2026 | — | — | — | — | |||||
TOTAL | 496,580 | ||||||||||||
George D. Yancopoulos, M.D., Ph.D. | 81,278 | — | — | 372.46 | 12/11/2029 | — | — | — | — | ||||
129,013 | — | — | 381.40 | 12/12/2028 | — | — | — | — | |||||
139,474 | — | — | 378.98 | 12/12/2027 | — | — | — | — | |||||
146,815 | — | — | 381.92 | 12/16/2026 | — | — | — | — | |||||
TOTAL | 496,580 | ||||||||||||
Christopher Fenimore | — | 14,924 | 1 | — | 726.71 | 12/05/2035 | — | — | — | — | |||
2,495 | 7,484 | 2 | — | 771.64 | 12/06/2034 | — | — | — | — | ||||
4,250 | 4,249 | 3 | — | 843.79 | 12/08/2033 | — | — | — | — | ||||
5,334 | 1,777 | 4 | — | 726.53 | 12/16/2032 | — | — | — | — | ||||
7,941 | — | — | 644.54 | 12/08/2031 | — | — | — | — | |||||
10,000 | — | — | 492.00 | 12/09/2030 | — | — | — | — | |||||
6,120 | — | — | 372.46 | 12/11/2029 | — | — | — | — | |||||
11,400 | — | — | 381.40 | 12/12/2028 | — | — | — | — | |||||
12,300 | — | — | 378.98 | 12/12/2027 | — | — | — | — | |||||
12,283 | — | — | 381.92 | 12/16/2026 | — | — | — | — | |||||
— | — | — | — | — | 3,027 | 5 | 2,336,450 | 9 | — | — | |||
— | — | — | — | — | 2,591 | 6 | 1,999,915 | 9 | — | — | |||
— | — | — | — | — | 1,185 | 7 | 914,666 | 9 | — | — | |||
— | — | — | — | — | 963 | 8 | 743,311 | 9 | — | — | |||
TOTAL | 72,123 | 28,434 | 7,766 | 5,994,342 | |||||||||
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 83 |
Introduction | Board of Directors | Corporate Governance | The Company | Compensation-Related Matters | Other Matters | |||||||||||||||||
A | B | C | D | E | F | G | H | I | J | ||||
Option Awards | Stock Awards | ||||||||||||
Name | Number of securities underlying unexercised options exercisable (#) | Number of securities underlying unexercised options unexercisable (#) | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) | ||||
Daniel P. Van Plew | — | 18,315 | 1 | — | 726.71 | 12/05/2035 | — | — | — | — | |||
3,368 | 10,104 | 2 | — | 771.64 | 12/06/2034 | — | — | — | — | ||||
5,737 | 5,736 | 3 | — | 843.79 | 12/08/2033 | — | — | — | — | ||||
10,515 | 3,504 | 4 | — | 726.53 | 12/16/2032 | — | — | — | — | ||||
18,548 | — | — | 644.54 | 12/08/2031 | — | — | — | — | |||||
19,950 | — | — | 492.00 | 12/09/2030 | — | — | — | — | |||||
12,250 | — | — | 372.46 | 12/11/2029 | — | — | — | — | |||||
— | — | — | — | — | 3,715 | 5 | 2,867,497 | 9 | — | — | |||
— | — | — | — | — | 3,499 | 6 | 2,700,773 | 9 | — | — | |||
— | — | — | — | — | 1,599 | 7 | 1,234,220 | 9 | — | — | |||
— | — | — | — | — | 1,899 | 8 | 1,465,781 | 9 | — | — | |||
TOTAL | 70,368 | 37,659 | 10,712 | 8,268,271 | |||||||||
Andrew J. Murphy, Ph.D. | — | 18,315 | 1 | — | 726.71 | 12/05/2035 | — | — | — | — | |||
3,368 | 10,104 | 2 | — | 771.64 | 12/06/2034 | — | — | — | — | ||||
5,737 | 5,736 | 3 | — | 843.79 | 12/08/2033 | — | — | — | — | ||||
11,429 | 3,809 | 4 | — | 726.53 | 12/16/2032 | — | — | — | — | ||||
14,783 | — | — | 644.54 | 12/08/2031 | — | — | — | — | |||||
25,000 | — | — | 492.00 | 12/09/2030 | — | — | — | — | |||||
24,500 | — | — | 372.46 | 12/11/2029 | — | — | — | — | |||||
25,000 | — | — | 381.40 | 12/12/2028 | — | — | — | — | |||||
50,000 | — | — | 378.98 | 12/12/2027 | — | — | — | — | |||||
34,000 | — | — | 381.92 | 12/16/2026 | — | — | — | — | |||||
— | — | — | — | — | 3,715 | 5 | 2,867,497 | 9 | — | — | |||
— | — | — | — | — | 3,499 | 6 | 2,700,773 | 9 | — | — | |||
— | — | — | — | — | 1,599 | 7 | 1,234,220 | 9 | — | — | |||
— | — | — | — | — | 2,064 | 8 | 1,593,140 | 9 | — | — | |||
TOTAL | 193,817 | 37,964 | 10,877 | 8,395,630 | |||||||||
84 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
Introduction | Board of Directors | Corporate Governance | The Company | Compensation-Related Matters | Other Matters | |||||||||||||||||
A | B | C | D | E | F | G | H | I | J | ||||
Option Awards | Stock Awards | ||||||||||||
Name | Number of securities underlying unexercised options exercisable (#) | Number of securities underlying unexercised options unexercisable (#) | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) | ||||
Joseph J. LaRosa | — | 12,210 | 1 | — | 726.71 | 12/05/2035 | — | — | — | — | |||
2,246 | 6,735 | 2 | — | 771.64 | 12/06/2034 | — | — | — | — | ||||
3,825 | 3,824 | 3 | — | 843.79 | 12/08/2033 | — | — | — | — | ||||
7,620 | 2,539 | 4 | — | 726.53 | 12/16/2032 | — | — | — | — | ||||
14,253 | — | — | 644.54 | 12/08/2031 | — | — | — | — | |||||
19,950 | — | — | 492.00 | 12/09/2030 | — | — | — | — | |||||
24,500 | — | — | 372.46 | 12/11/2029 | — | — | — | — | |||||
20,000 | — | — | 381.40 | 12/12/2028 | — | — | — | — | |||||
23,337 | — | — | 378.98 | 12/12/2027 | — | — | — | — | |||||
24,565 | — | — | 381.92 | 12/16/2026 | — | — | — | — | |||||
— | — | — | — | — | 2,476 | 5 | 1,911,150 | 9 | — | — | |||
— | — | — | — | — | 2,332 | 6 | 1,800,001 | 9 | — | — | |||
— | — | — | — | — | 1,066 | 7 | 822,813 | 9 | — | — | |||
— | — | — | — | — | 1,376 | 8 | 1,062,093 | 9 | — | — | |||
TOTAL | 140,296 | 25,308 | 7,250 | 5,596,057 | |||||||||
1This stock option award was granted to the NEO on December 5, 2025 and vests at a rate of 25% per year over the first four years of the option term.
2This stock option award was granted to the NEO on December 6, 2024 and vests at a rate of 25% per year over the first four years of the option term.
3This stock option award was granted to the NEO on December 8, 2023 and vests at a rate of 25% per year over the first four years of the option term.
4This stock option award was granted to the NEO on December 16, 2022 and vests at a rate of 25% per year over the first four years of the option term.
5This RSA was granted to the NEO on December 5, 2025 and vests 50% on the second anniversary of the date of grant and 50% on the fourth
anniversary of the date of grant, subject to the NEO’s continued employment.
6This RSA was granted to the NEO on December 6, 2024 and vests 50% on the second anniversary of the date of grant and 50% on the fourth
anniversary of the date of grant, subject to the NEO’s continued employment.
7This RSA was granted to the NEO on December 8, 2023 and vests 50% on the second anniversary of the date of grant and 50% on the fourth
anniversary of the date of grant, subject to the NEO’s continued employment.
8This RSA was granted to the NEO on December 16, 2022 and vests 50% on the second anniversary of the date of grant and 50% on the fourth
anniversary of the date of grant, subject to the NEO’s continued employment.
9Reflects the closing price of $771.87 per share of the Company’s common stock on the Nasdaq Global Select Market on December 31, 2025.
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 85 |
Introduction | Board of Directors | Corporate Governance | The Company | Compensation-Related Matters | Other Matters | |||||||||||||||||
2025 Option Exercises and Stock Vested
The following table and explanatory footnotes provide information with regard to stock options exercises by our NEOs and
vesting of RSAs and PSUs held by them that occurred in 2025.
Option awards | Stock awards | |||||
Name | Number of shares acquired on exercise (#) | Value realized on exercise ($)1 | Number of shares acquired on vesting (#) | Value realized on vesting ($)2 | ||
Leonard S. Schleifer, M.D., Ph.D. | 172,723 | 25,189,922 | 623,647 | 3 | 481,511,612 | |
George D. Yancopoulos, M.D., Ph.D. | 146,815 | 21,411,500 | 623,647 | 3 | 481,511,612 | |
Christopher Fenimore | — | — | 2,114 | 1,507,155 | ||
Daniel P. Van Plew | — | — | 8,772 | 6,196,760 | ||
Andrew J. Murphy, Ph.D. | 35,000 | 3,260,250 | 11,616 | 8,186,813 | ||
Joseph J. LaRosa | 14,450 | 2,616,895 | 2,736 | 1,950,604 | ||
1Amounts reflect the difference between the exercise price of the option(s) and the average of the high and low sales price per share of the Company’s
common stock on the Nasdaq Global Select Market on the exercise date(s).
2Amount reflects the average of the high and low sales price per share of the Company’s common stock on the Nasdaq Global Select Market on the
vesting date.
3Amount consists of the gross number of 2020 PSUs that vested on December 31, 2025. The underlying shares of common stock, net of an amount
(28,570 shares) surrendered to satisfy certain tax liabilities triggered in connection with the vesting, remain subject to a mandatory three-year deferral and
holding period such that the shares will not be settled until the end of such period or, if earlier, the date of the recipient’s death or disability or change in
control pursuant to the terms of the award agreement governing the 2020 PSUs. See “Nonqualified Deferred Compensation for 2025 Fiscal Year-End”
below. The reported amount includes 3,377 PSUs resulting from dividends paid by the Company in 2025 pursuant to the terms of the award agreement
governing the 2020 PSUs.
Nonqualified Deferred Compensation at 2025 Fiscal Year-End
The following table and explanatory footnote provide information regarding nonqualified deferred compensation for our
NEOs for 2025.
A | B | C | D | E | G |
Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($)1 | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)1 |
Leonard S. Schleifer, M.D., Ph.D. | — | 459,453,001 | — | — | 459,453,001 |
George D. Yancopoulos, M.D., Ph.D. | — | 459,453,001 | — | — | 459,453,001 |
1Amount reflects the net number of 2020 PSUs, or 595,077 PSUs (after giving effect to a tax withholding in connection with the vesting), at the average of
the high and low sales price per share of the Company’s common stock on the Nasdaq Global Select Market on the vesting date. The underlying shares
of common stock remain subject to a mandatory three-year deferral and holding period and will be settled at the end of such period or, if earlier, the date
of the recipient’s death or disability or a change in control pursuant to the terms of the award agreement governing the 2020 PSUs.
86 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
Introduction | Board of Directors | Corporate Governance | The Company | Compensation-Related Matters | Other Matters | |||||||||||||||||
Post-Employment Compensation
As discussed in “Compensation Dashboard—Additional Compensation Information—Potential Severance Payments,” our
NEOs are entitled to certain severance benefits upon the voluntary or involuntary termination of their employment. We
provide additional information regarding the severance benefits available to our NEOs in the tables set out below in this
subsection. For our CEO, the table shows the amounts payable under his employment agreement upon his involuntary or
not-for-cause termination, termination in connection with a corporate change of control, and in the event of his disability or
death. For the other NEOs, the table shows their post-termination compensation arrangements under our change in
control severance plan upon an involuntary or not-for-cause termination in connection with a corporate change of control.
Leonard S. Schleifer, M.D., Ph.D., Employment Agreement
We entered into an employment agreement with our CEO, Dr. Schleifer, effective as of December 20, 2002, providing for
his employment with the Company through December 31, 2003 and continuing thereafter on a year-by-year basis. On
November 14, 2008, this employment agreement was amended and restated to bring the employment agreement into
compliance with Section 409A of the Internal Revenue Code (“Section 409A”). Pursuant to this agreement, we agreed that
in the event that Dr. Schleifer’s employment is terminated by us other than for cause (as defined in the employment
agreement) or is terminated by Dr. Schleifer for good reason (as defined in the employment agreement to include
specified acts of constructive termination (which Dr. Schleifer has agreed does not include the election of Dr. Yancopoulos
as co-Chair of the Board), together called an “involuntary termination”), we will pay Dr. Schleifer an amount equal to 125%
of the sum of his base salary plus his average cash incentive paid over the prior three years. This amount will be paid in
a lump-sum severance payment. In addition, we will continue to provide Dr. Schleifer and his dependents medical,
dental, and life insurance benefits for 18 months. Subject to the discussion in the following paragraph, in the event that
Dr. Schleifer’s employment terminates for any reason other than for cause, any unvested stock options will continue to
vest in accordance with the terms of the applicable award grant and he will be entitled to exercise all outstanding stock
options throughout their original term, which is generally ten years from the date of grant. The treatment of Dr. Schleifer’s
2020 PSUs upon certain termination events is governed by the terms of the 2020 PSU award agreement, notwithstanding
any provision to the contrary in his employment agreement. As noted above under “Nonqualified Deferred Compensation
for 2025 Fiscal Year-End,” following the December 31, 2025 vesting date of the 2020 PSUs, the net number of PSUs
(after giving effect to a tax withholding in connection with the vesting) remain subject to a mandatory three-year deferral
and holding period (the “Holding Period”). The terms of the 2020 PSU award agreement provide that such Holding Period
(i) will end early in the case of (a) Dr. Schleifer’s death or disability or (b) a change in control of the Company and (ii) will
continue for its full term in the case of a termination by the Company without cause or a departure by Dr. Schleifer for
good reason (each as defined in his employment agreement).
Upon an involuntary termination (i.e., a termination by the Company without cause or by Dr. Schleifer for good reason,
each as defined in the employment agreement) within three years after a change of control of the Company or within three
months prior to such a change of control, we will pay Dr. Schleifer an amount equal to three times the sum of his annual
base salary plus his average cash incentive over the prior three years. This amount will be paid in a lump-sum severance
payment. In addition, we will continue to provide Dr. Schleifer and his dependents medical, dental, and life insurance
benefits for 36 months. Upon such an involuntary termination in connection with a change of control, any unvested stock
options will vest immediately and all outstanding stock options will remain exercisable throughout their original term, which
is generally ten years from the date of grant. Pursuant to the terms of his 2020 PSU award agreement, the previously
vested, deferred PSUs will be immediately deliverable to Dr. Schleifer (with no Holding Period) upon a change of control,
as discussed above. If aggregate severance payments to Dr. Schleifer in connection with a change of control exceed
certain thresholds set forth in the Internal Revenue Code, then we will pay him an additional amount to cover any
resulting excise tax obligations, unless the excise taxes could be eliminated by reducing Dr. Schleifer’s cash severance
payments and benefits under the agreement by less than 10%, in which case such benefits and payments will be
reduced accordingly.
The following table reflects the potential payments to our CEO under his employment agreement assuming a termination
effective December 31, 2025 under different scenarios (including following a change of control), as well as upon death or
disability. The information in the table below is based on the assumptions set forth in the footnotes to the table; actual
values and amounts may differ from those presented below.
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 87 |
Introduction | Board of Directors | Corporate Governance | The Company | Compensation-Related Matters | Other Matters | |||||||||||||||||
Potential Severance Payments under Dr. Schleifer’s Employment Agreement
Cash Severance ($) | Benefits Continuation ($) | Death Benefits4 ($) | Disability Benefits ($) | Value of Accelerated Equity Awards5 ($) | Cutback/ Gross-up6 ($) | Total Amount ($) | |||||
Involuntary Termination Following a Change of Control1 | 17,841,040 | 2 | 396,196 | 3 | — | — | — | — | 18,237,236 | ||
Involuntary Termination | 7,433,767 | 7 | 188,726 | 8 | — | — | — | — | 7,622,493 | ||
Death | — | 157,640 | 9 | — | — | — | — | 157,640 | |||
Disability | — | 188,726 | 8 | — | 1,039,459 | 10 | — | — | 1,228,185 | ||
1For purposes of these calculations, (i) we used Dr. Schleifer’s 2025 base salary and the annual cash incentives paid to Dr. Schleifer for performance in
2022, 2023, and 2024, respectively; (ii) we assumed that Dr. Schleifer received his annual cash incentive that was earned in 2025 and paid in 2026
(described in the Summary Compensation Table above); (iii) we assumed a 9.0% annual increase in medical premiums, 4.5% annual increase in dental
premiums, and no increase in annual disability or life insurance premiums; (iv) we assumed that the medical and dental insurance benefits received in
2026, 2027, and 2028 would be taxable and that Dr. Schleifer would be eligible for a tax gross-up for these benefits under the terms of his employment
agreement; (v) although Dr. Schleifer’s employment agreement provides for restrictive covenants, including a six-month non-compete obligation, no
specific value has been ascribed to these covenants solely for purposes of assessing excise tax liabilities and potential cutbacks; and (vi) although certain
payments to Dr. Schleifer would be subject to potential delays upon separation of service under Section 409A, we did not attempt to determine which, if
any, payments would be delayed or revise the values to reflect any such delay.
2Equal to three times the sum of (a) Dr. Schleifer’s 2025 base salary and (b) the average annual cash incentive paid to Dr. Schleifer for performance in the
three completed years prior to the termination date. For purposes of this calculation, we used Dr. Schleifer’s annual cash incentives for performance in
2022, 2023, and 2024.
3Equal to the estimated cost of providing Dr. Schleifer and his dependents medical, dental, and life insurance benefits for 36 months.
4We maintain $1 million of term life insurance covering Dr. Schleifer payable to his designated beneficiary.
5There is no value ascribed for equity award acceleration as all of Dr. Schleifer’s then-outstanding equity awards (stock options and the 2020 PSUs) were
fully vested as of December 31, 2025. With respect to the 2020 PSUs, the terms of the award agreement provide that the Holding Period (i) will end early
in the case of (a) Dr. Schleifer’s death or disability or (b) a change in control of the Company and (ii) will continue for its full term in the case of a
termination by the Company without cause or a departure by Dr. Schleifer for good reason (each as defined in his employment agreement).
6Under Dr. Schleifer’s employment agreement, if payments due in connection with a change of control are subject to excise taxes under Section 280G of
the Internal Revenue Code, we will cut back the payments if the excise tax can be eliminated by reducing his cash severance payments and benefits by
less than 10%. Otherwise, we will pay him an additional “gross up” amount so that his after-tax benefits are the same as though no excise tax had been
applied. We have determined that Dr. Schleifer would not have been subject to excise taxes if he had been terminated on December 31, 2025 as a result
of a change of control.
7Equal to 1.25 times the sum of (a) Dr. Schleifer’s 2025 base salary and (b) the average annual cash incentive paid to Dr. Schleifer for performance in the
three completed years prior to the termination date. For purposes of this calculation, we used Dr. Schleifer’s year-end cash incentive awards for
performance in 2022, 2023, and 2024.
8Equal to the estimated cost of providing Dr. Schleifer and his dependents medical, dental, and life insurance benefits for 18 months.
9Equal to the estimated cost of providing Dr. Schleifer’s dependents medical and dental benefits for 18 months.
10Represents 35% of Dr. Schleifer’s 2025 salary over a period of 18 months. We have assumed long-term disability coverage exists pursuant to
Dr. Schleifer’s employment agreement for the remaining 65% of Dr. Schleifer’s salary.
88 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
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Change in Control Severance Plan
Each of the NEOs, other than our CEO, participates in our change in control severance plan that was adopted by the
board of directors on January 20, 2006. The purposes of the plan are (i) to help us retain key employees, (ii) to help
maintain the focus of such employees on our business and to mitigate the distractions caused by the possibility that we
may be the target of an acquisition, and (iii) to provide certain benefits to such employees in the event their employment is
terminated (or constructively terminated) after, or in contemplation of, a change in control. On November 14, 2008, the
change in control severance plan was amended and restated to bring it into compliance with Section 409A.
Under the plan, each participant is entitled to receive a cash severance payment in an amount equal to one, or, in
designated cases, including with respect to the NEOs other than Dr. Schleifer, two times the sum of the participant’s
annual base salary and his or her average annual cash incentive over the prior three years if, within two years after or
180 days before a change in control, either the participant resigns his or her employment for Good Reason (as defined in
the plan) or the participant’s employment is terminated by the Company for any reason other than Cause (as defined in
the plan). This amount will be paid in a lump-sum severance payment. A participant so terminated is also entitled to
receive a pro-rata annual cash incentive for the year in which he or she is terminated based on the portion of the year the
participant was employed by us. In addition, for either one or two years, as the case may be, plan participants will receive
continuation of health care coverage and welfare benefits provided by us, to the extent permitted by our benefit plans, at a
cost no greater than what the participant’s cost would have been if he or she had continued his or her employment with
the Company.
In the event that a plan participant resigns his or her employment for Good Reason (which generally conforms to the
definition in Section 409A), or the participant’s employment is terminated by the Company for any reason other than
Cause, in either case within two years after or 180 days before a change in control, then, unless otherwise provided in an
award agreement, the participant’s stock options and other equity awards granted under our long-term incentive plans that
would have vested prior to or upon the change in control will become vested on the change in control date, and the
exercise period of such equity awards, and other equity awards held by the participant that otherwise would have expired,
will be extended to the later of (i) 30 days following the first date after a change in control in which the shares underlying
the equity award may be traded, and (ii) the permitted exercise date in the plan or grant assuming the change in control
happened immediately prior to the participant’s termination. However, in no event will any stock option or other equity
award be extended (i) beyond the expiration date of the grant, or (ii) such that the grant will be subject to the additional tax
under Section 409A of the Internal Revenue Code.
In the event that a participant would become subject to a “golden parachute” excise tax under Section 4999 of the Internal
Revenue Code as a result of severance benefits and payments, the severance benefits and payments owed to the
participant shall be reduced to an amount one dollar less than the amount that would subject the participant to the excise
tax, unless the total severance benefits/payments net of the excise taxes are greater than the amount that the participant
would receive following any such reduction.
The following table shows the potential payments to our NEOs (other than our CEO), upon their hypothetical termination
(other than for Cause) or resignation for Good Reason, in the two years following, or the 180 days prior to, a change in
control. The information in the table below assumes an effective termination or resignation date of December 31, 2025
and is further based on the assumptions set forth in the footnotes to the table; actual values and amounts may differ from
those presented below.
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Potential Payments under Change in Control Severance Plan
Cash Severance1 ($) | Benefits Continuation2 ($) | Value of Accelerated Equity Awards3 ($) | Cutback4 ($) | Total Amount5 ($) | |
George D. Yancopoulos, M.D., Ph.D. | 11,894,027 | 128,496 | — | — | 12,022,523 |
Christopher Fenimore | 2,363,468 | 214,587 | 6,750,601 | — | 9,328,656 |
Daniel P. Van Plew | 3,957,669 | 214,769 | 9,256,572 | — | 13,429,010 |
Andrew J. Murphy, Ph.D. | 3,312,477 | 141,053 | 9,397,759 | — | 12,851,289 |
Joseph J. LaRosa | 3,687,789 | 140,696 | 6,264,128 | — | 10,092,613 |
1Equal to two times the sum of (a) the NEO’s 2025 base salary and (b) the average annual cash incentives paid to the NEO over the prior three years.
2Equal to the estimated cost of providing each NEO and his dependents medical, dental, vision, disability, and life insurance coverage for 24 months, plus
the estimated cost of providing each NEO tax and financial planning advisory services for 24 months.
3For stock options, equal to the aggregate amount of the differences between the exercise prices of each NEO’s accelerated “in-the-money” stock options
and the closing sales price per share of the Company’s common stock on the Nasdaq Global Select Market on December 31, 2025, of $771.87. In the
case of Messrs. Fenimore, Van Plew, and LaRosa and Dr. Murphy, the amounts also include the value as of December 31, 2025 of accelerated RSAs.
There is no value ascribed to the 2020 PSUs held by Dr. Yancopoulos as they were fully vested as of December 31, 2025, but such PSUs remain subject
to the Holding Period that will end early in the case of a change in control of the Company under the terms of the award agreement.
4We have determined (using the assumptions outlined in footnote 5) that none of the NEOs listed in the table above would have been subject to any
cutbacks or excise taxes if terminated on December 31, 2025.
5For purposes of these calculations, (i) we used base salaries as of December 31, 2025, and annual cash incentives paid to the NEOs for performance in
2022, 2023, and 2024, respectively; (ii) we assumed that each NEO received his annual cash incentive that was earned in 2025 (described in the
Summary Compensation Table above); (iii) we took into consideration, for purposes of determining whether each NEO was subject to a reduction under
the terms of the change in control severance plan, the fact that each NEO’s unvested equity awards may vest in full or in part following a change in
control (parachute payments for time vesting stock options and restricted stock were valued using Internal Revenue Code Treas. Reg. Section 1.28G-1
Q&A 24(c)); (iv) we assumed a 9.0% annual increase in medical premiums, 4.5% annual increase in dental premiums, 3% annual increase in vision
premiums, and no increase in disability or life insurance premiums or employer cost of tax and financial planning advisory services for 2026 and 2027;
(v) we assumed that the medical insurance benefits received in 2026 and 2027 would be taxable and that the NEOs would be eligible for a tax gross-up
for these benefits under the terms of the change in control severance plan; (vi) although the change in control severance plan provides for restrictive
covenants, including a one-year covenant prohibiting the solicitation of Company employees, no specific value has been ascribed to these covenants for
purposes of assessing excise tax liabilities and potential cutbacks; and (vii) although certain payments to the NEOs would be subject to potential delays
upon separation of service under Section 409A, we did not attempt to determine which, if any, payments would be delayed or revise the values to reflect
any such delay.
90 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
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Additional Compensation Information
Annual Cash Incentives
We originally adopted our Cash Incentive Bonus Plan for purposes of allowing our annual cash incentives to qualify as
performance-based compensation under Section 162(m) of the Internal Revenue Code and permitting us to deduct cash
incentive compensation that might otherwise not be deductible by reason of Section 162(m) (as in effect at the time of
adoption). Although the performance-based compensation exception for compensation has since been eliminated, we
have continued to use the Cash Incentive Bonus Plan for annual cash incentives because we believe it furthers our
compensation philosophy and objectives regardless of tax treatment. In connection with the 2025 annual cash incentives
for the NEOs and certain other senior executives, in March 2025 the Compensation Committee set up a cash incentive
pool under the Cash Incentive Bonus Plan; specified maximum allocations of this pool to such executives; and established
a R&D-related performance goal consisting of (i) the submission of one or more Investigational New Drug Applications,
Biologics License Applications, or supplemental Biologics License Applications with the FDA (or its equivalent outside the
United States) or (ii) the approval of any regulatory filing of the type described in clause (i) by the FDA or the applicable
regulatory authority outside the United States. In November 2025, the Compensation Committee determined that
Regeneron’s performance in 2025 exceeded the established goal, thus enabling the funding of the cash incentive pool.
The Compensation Committee then exercised “negative discretion” (as permitted under the Plan) to reduce the respective
allocations of such pool for each NEO. In exercising negative discretion for the NEOs, the Compensation Committee
determined that their annual cash incentives should be set consistent with the Company’s historical practice of using a
formula that utilizes their respective cash incentive targets, a corporate performance component, and, if applicable, an
individual performance component, as described below.
The targets for the 2025 annual cash incentives for the NEOs were unchanged year over year (with the exception of
Mr. Fenimore in light of his promotion to Executive Vice President effective January 1, 2025) and set as percentages of
their respective base salaries as follows: Drs. Schleifer and Yancopoulos—120%; and Messrs. Fenimore, Van Plew, and
LaRosa and Dr. Murphy—65%.
For 2025, Dr. Schleifer’s cash incentive target amount represented approximately the median of the Peer Group. In
determining the cash incentive target for Dr. Yancopoulos, the Compensation Committee took into consideration the
importance of his scientific leadership as President & CSO and the significant contributions he has made to the success of
the Company and, specifically, to the discovery and development of the Company’s commercial products, its pipeline of
internally developed product candidates, and its platform technologies. The Compensation Committee determined that
there were no meaningful comparative data for Dr. Yancopoulos relating to similarly situated executives and that his cash
incentive target for 2025 would be set to equal Dr. Schleifer’s. In determining the cash incentive targets for 2025 for
Messrs. Fenimore, Van Plew, and LaRosa and Dr. Murphy, the Compensation Committee took into consideration the
compensation of similarly situated executive officers at companies in the Peer Group.
Other than with respect to Drs. Schleifer and Yancopoulos as discussed below, the cash incentives were determined
through the use of both an individual and a Company performance component with a range of 0 to 1.5 for the personal
performance multiplier and a range of 0 to 2.0 for the Company performance multiplier, depending upon performance
during the year. Both the personal performance multiplier (if applicable) and the Company performance multiplier were
determined by the Compensation Committee for each NEO based on the Committee’s assessment of the Company’s
performance in accordance with the framework described under the subsection “Compensation Discussion and Analysis—
Components of Executive Pay: What We Pay and Why We Pay It—Annual Cash Incentives” and, in the case of each of
Messrs. Fenimore, Van Plew, and LaRosa and Dr. Murphy, the NEO’s personal performance during the year.
With respect to 2025, the Compensation Committee approved a personal performance multiplier of 1.5 for Messrs.
Fenimore and LaRosa and Dr. Murphy and 1.45 for Mr. Van Plew. The personal performance component remained
unchanged and accounted for 40% of these NEOs’ cash incentives. The Company component reflected the 2025
Company performance multiplier determined based on the Company’s overall corporate performance (as described
below) in 2025. This Company performance component also remained unchanged and accounted for 60% of the cash
incentives awarded to Messrs. Fenimore, Van Plew, and LaRosa and Dr. Murphy. In the case of Drs. Schleifer and
Yancopoulos, consistent with prior practice the Compensation Committee focused exclusively on overall Company
performance in 2025 when determining their cash incentives and did not utilize a personal performance multiplier.
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In determining the annual cash incentive for Mr. Fenimore, the Compensation Committee gave special consideration to
Mr. Fenimore’s leadership of and accomplishments in the Company’s accounting, finance, and tax functions and across
his other responsibilities, including the successful execution of the Company’s capital allocation priorities in 2025 through
investment in R&D capabilities, funding of business development opportunities, and the return of cash to our shareholders
through share buybacks and the Company’s newly initiated quarterly cash dividend program. In the case of Mr. Van Plew,
the Compensation Committee focused primarily on Mr. Van Plew’s leadership of and accomplishments in the Company’s
Industrial Operations and Product Supply organization, including preparations for new product launches and expanded
manufacturing capabilities, while also taking into account the Company’s ongoing challenges with third-party
manufacturing fillers. In the case of Dr. Murphy, the Compensation Committee considered the progress and continued
expansion of the Company’s research and preclinical development pipeline, including several innovative research
advances demonstrating potentially transformative first-in-class or best-in-class therapeutic approaches. In the case of
Mr. LaRosa, the Compensation Committee focused primarily on Mr. LaRosa's leadership of and accomplishments in the
Company's legal function, including his leadership of several significant favorable outcomes in legal proceedings related to
intellectual property protection and other matters and contributions concerning key 2025 regulatory matters.
With respect to 2025, the Compensation Committee set the Company performance multiplier at 1.55. For a discussion of
the framework that the Committee established and utilized in 2025 for its year-end assessment of Company performance
and its determination of the Company performance multiplier, see the subsection “Compensation Discussion and Analysis
—Components of Executive Pay: What We Pay and Why We Pay It—Annual Cash Incentives.” Under the framework, the
Committee began its assessment with a review of performance across the entire organization to establish a baseline for
the Company performance multiplier, taking into account the Company milestones for the year in review (discussed in the
subsection “Compensation Discussion and Analysis—Components of Executive Pay: What We Pay and Why We Pay It—
Annual Cash Incentives”) as well as the additional performance factors shown below.
1 | Product Pipeline and Development (Primary Factors) | |||||
Regulatory & Clinical Milestones; Commercial Support •Approval of new products or indications by the FDA or applicable regulatory authorities outside the United States •Regulatory submissions for new products and new indications •Breakthrough Therapy or orphan drug designations by the FDA (or its equivalent outside the United States) •Data readouts and key publications from potentially pivotal/ registrational studies •Initiation of new Phase 3 or Phase 2 studies | Progress in Earlier-Stage Clinical Programs; New Candidates Advanced into Clinical Development •Data readouts and key publications from existing Phase 1 studies •Initiation of new Phase 1 studies •Notable early research milestones and collaborations | |||||
2 | Finance and Operations (Secondary Factors) | |||||
Financial Metrics; Capital Structure •Growth in total revenues •Growth in net product sales for key marketed products •Growth in profitability metrics •Collaboration agreements •Finance projects | Operational & Manufacturing •Marketing structure & strategy •Pricing, policy & legal developments •Successful completion of audits •Expansion of facilities •Increase in manufacturing capabilities | |||||
3 | Talent, Culture, and Corporate Responsibility (Secondary Factors) | |||||
Talent Management & Retention •Growth of global workforce to support our long- term strategic objectives •Employee retention and below-industry attrition rate •Outside recognition and employee feedback | Corporate Responsibility •Corporate responsibility and sustainability activities, reporting, ratings, and rankings •Corporate giving •Philanthropic and citizenship programs | |||||
92 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
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Perquisites and Personal Benefits
All employees who participate in our 401(k) Savings Plan, including the NEOs, are eligible to receive certain matching
contributions. In each plan year, we contribute to each participant’s account a matching contribution (in the form of shares
of our common stock) equal to a specified percentage of the participant’s compensation that the participant has
contributed to the plan, up to a maximum level established under the Internal Revenue Code. Each of our NEOs
participated in our 401(k) Savings Plan during 2025 and received matching contributions in the aggregate amount of
$15,500 in the form of shares of our common stock. The contributions were paid quarterly up and until the maximum level
was reached and are included in the compensation amounts reported for each of our NEOs in the Summary
Compensation Table included in this proxy statement. As with all employees, the number of shares of common stock that
each NEO received in a particular quarter was determined using the average market price per share of our common stock
during that quarter.
Subject to any existing contractual obligations, other Company policies, and applicable legal requirements, our NEOs are
eligible to receive certain perquisites that, in the Compensation Committee’s judgment, serve a business purpose or are
otherwise needed to further Regeneron’s business objectives. Any perquisites provided to our NEOs must be in
compliance with a Compensation Committee-approved policy regarding senior officer perquisites and are periodically
reviewed by the Committee. Certain of the perquisites provided to our NEOs in, or with respect to, 2025 are described
below, and additional information is given in the applicable footnotes to the Summary Compensation Table included in this
proxy statement.
To achieve increased efficiencies and a more secure traveling environment, the Company provides air transportation for
certain executive and director travel in accordance with guidelines approved by our board of directors. Based on the
recommendation of an independent, third-party security study, the guidelines and our security policy require Drs. Schleifer
and Yancopoulos to use, as much as practicable, Company-provided aircraft for all business and personal air travel.
Family members or other guests may accompany Drs. Schleifer and Yancopoulos during Company-provided air travel,
space permitting, so long as, except as provided below, they cover any incremental cost related to such guests.
Regeneron covers the cost of any such personal air travel for up to $300,000 in incremental cost (as described below)
annually for each of Drs. Schleifer and Yancopoulos (as well as their permitted guests). Family members or other guests
may also accompany our other NEOs and directors during Company-provided air business travel, space permitting, so
long as they cover any incremental cost related to such guests. In addition, in limited circumstances personal use of
Company-provided air travel by our other NEOs or directors may be permitted if authorized by either co-Chair of the Board
and any incremental cost is paid by the lead passenger. Any required reimbursement or other payment of the incremental
cost is made to the extent permitted by applicable Federal Aviation Administration rules.
We determine the incremental cost of any Company-provided personal or guest air travel based on the direct variable
operating cost. Items included in the calculation include (as applicable) fuel costs; landing, non-home-base hangar or
aircraft parking, and ground handling fees; in-flight catering; travel, lodging, and other expenses for flight crew; and other
trip-related variable cost, including the use of our fractional jet interests. Because Company-provided air transportation is
used primarily for business travel, incremental costs exclude fixed costs that generally do not change based on usage,
such as (as applicable) flight crew salaries; aircraft purchase or lease costs; depreciation; insurance costs; certain
maintenance fees based on minimum usage; and home-base hangar costs. When the aircraft is already flying to a
destination for business purposes, only the direct variable costs associated with the guest (for example, catering), if any,
are included in determining the aggregate incremental cost to Regeneron. If any aircraft flies empty before picking up or
after dropping off a passenger for personal reasons, this “deadhead” segment would be included in the aggregate
incremental cost based on the methodology described above. The amount of disallowed corporate tax deductions
attributable to Company-provided personal and guest air travel is not included in the NEO incremental cost calculation.
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 93 |
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The security policy also covers other security services consisting of secure car transportation, on-site residential security
at the primary residence for each of Drs. Schleifer and Yancopoulos, and 24/7 personal security services for Drs. Schleifer
and Yancopoulos. Such services are rendered by third-party providers and/or full-time employees of the Company
depending on availability and time of day. The incremental costs of such services are calculated based on the
methodology described below and exclude costs that the Company would have incurred in any event, such as the
ordinary wages, taxes, and benefits of drivers that are employed full-time by the Company for business travel and the
costs of security services provided at the Company’s offices during normal business hours. We generally calculate the
incremental costs of such services based on (a) an assumed fuel cost per mile (based on then applicable standard
mileage rates published by the Internal Revenue Service) times total miles traveled in connection with secure car
transportation for personal travel or security services outside of the office; (b) the amount paid by the Company to the
third-party providers of such services or any overtime wages of, and out-of-pocket expenses incurred by, full-time
employees of the Company attributed to such services; and (c) the costs of leasing or renting vehicles dedicated to the
provision of such services.
Amounts associated with personal or guest Company-provided air transportation and other security services are imputed
as income to the NEOs to the extent required by applicable tax regulations. The NEOs do not receive a tax gross-up from
us to cover their personal income tax obligations in respect of any such imputed income.
The amounts disclosed in the “All other compensation” column of the Summary Compensation Table relating to personal
and guest use of Company-provided air transportation and other security services in accordance with our security policy
attributable to Drs. Schleifer and Yancopoulos are based on the incremental cost resulting from such transportation/
services as described above.
The Corporate Governance and Compliance Committee monitors business and any personal or guest Company-provided
air travel on a periodic basis.
Potential Severance Payments
The award agreements governing unvested equity awards for our NEOs and other employees include a “double trigger”
provision for the acceleration of vesting of unvested awards upon a termination by the Company without cause or by the
employee for good reason within two years following a change in control.
Our CEO has an employment agreement that provides for certain severance benefits following termination, including
following death or disability, resignation following defined “good reason” events, or termination in connection with a
change in control. The other NEOs are covered by a change in control severance plan, which provides certain benefits to
them and other designated officers if they are terminated in connection with a change in control. In addition, in the case of
our CSO, stock option, RSA, and PSU award agreements applicable to his awards provide that he would have a “good
reason” for terminating his employment with Regeneron upon or within two years after the occurrence of a change in
control if the employment of our CEO has ended due to our CEO’s involuntary termination (as defined in the CEO’s
employment agreement). Information regarding applicable payments under this employment agreement and change
in control severance plan is provided in the subsection “2025 Executive Compensation Tables—Post-Employment
Compensation.”
Our NEOs will forfeit any unvested stock options or RSAs upon the termination of their employment for any reason
(including disability or retirement) other than death, except as provided in our change in control severance plan. In the
event of the death of an employee, any unvested stock options held by such employee become immediately exercisable,
and any shares subject to RSAs/RSUs will become fully vested. For information regarding the value of accelerated equity
awards held by our CEO and other NEOs (as applicable) as of December 31, 2025, see the subsection “2025 Executive
Compensation Tables—Post-Employment Compensation” in the table entitled “Potential Severance Payments under
Dr. Schleifer’s Employment Agreement” (for our CEO) and the table entitled “Potential Payments under Change in Control
Severance Plan” (for other NEOs).
94 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
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When employees retire, they forfeit all unvested stock options and RSAs. An employee considered “retirement eligible”
upon separation under our employee policies as in effect from time to time has the remaining life of the 10-year stock
option term to exercise stock options that are vested as of the date of his or her retirement.
The change-in-control severance benefits provided to our NEOs are designed to promote stability and continuity of our
senior management and are intended to preserve employee morale and productivity and encourage retention in the face
of the disruptive impact of an actual, threatened, or rumored change in control of the Company. These severance benefits
were established following a review of comparable practices at the Company’s peer companies and with the advice of the
Compensation Committee’s consultant.
We have no pension, deferred compensation, or retirement plans applicable to our NEOs, other than our 401(k) Savings
Plan described above and except as described under “Nonqualified Deferred Compensation at 2025 Fiscal Year-End” in
respect of certain vested PSUs that remain subject to a mandatory deferral and holding period.
Pay Ratio
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of
Regulation S-K, we are required to disclose the median of the annual total compensation of our employees (excluding our
principal executive officer), the annual total compensation of our principal executive officer, Dr. Schleifer, and the ratio of
these two amounts.
We have determined the total compensation of our median employee (based on the 2025 annual total compensation of
our employees, excluding Dr. Schleifer) to be $174,138. The total 2025 compensation of Dr. Schleifer, as reported in the
Summary Compensation Table above, was $7,280,549. Accordingly, the ratio of the 2025 annual total compensation of
Dr. Schleifer to the median of the 2025 annual total compensation of our employees was approximately 42 to 1.
For 2025, we identified the median employee as of December 31, 2025 by (i) aggregating for each applicable employee
(a) annual base salary for salaried employees (or wages plus overtime, based on annual work schedule, for permanent
hourly employees), (b) the target annual cash incentive, and (c) the grant date fair value of any equity awards granted
during 2025, and (ii) ranking this compensation measure from lowest to highest. This calculation was performed for all
employees, excluding Dr. Schleifer, whether employed on a full-time, part-time, or seasonal basis. For purposes of
identifying the median employee, we converted amounts paid in foreign currencies to U.S. dollars based on the
applicable 2025 average exchange rate. This process resulted in the identification of two employees whose 2025
compensation was significantly lower than that of adjacent employees. As a result, we substituted an alternate employee
whose compensation was consistent with that of surrounding employees near the median, identified as discussed above.
We believe that the pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules
based on our internal records and the methodology described above. Because the SEC rules for identifying the median
compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow
companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and
assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other
companies may not be comparable to the pay ratio reported above, as other companies have different employee
populations and compensation practices and may utilize different methodologies, exclusions, estimates, and
assumptions in calculating their own pay ratios.
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As required by Item 402(v) of Regulation S-K, the following table and accompanying footnotes and discussion provide
certain information regarding executive compensation of our principal executive officer (“PEO”) and non-PEO NEOs
(“Non-PEO NEOs”) and measures of Company performance for the years presented. Except where expressly stated, the
information presented below was not considered by the Compensation Committee in structuring our executive
compensation program for the years presented, and the reader should instead refer to the section “Compensation
Discussion and Analysis” for a description of the philosophy, objectives, and structure of our pay program.
A | B | C | D | E | F | G | H | I |
Value of Initial Fixed $100 Investment Based On: | ||||||||
Year | Summary Compensation Table Total for PEO ($)1 | Compensation “Actually Paid” to PEO ($)1,2,3 | Average Summary Compensation Table Total for Non-PEO NEOs ($)1 | Average Compensation “Actually Paid” to Non-PEO NEOs ($)1,2,3 | TSR ($) | Peer Group TSR ($)4 | Net Income ($) | Stock Price ($)5 |
2025 | ||||||||
2024 | ( | ( | ||||||
2023 | ||||||||
2022 | ||||||||
2021 | ||||||||
1Leonard S. Schleifer
Andrew J. Murphy, Ph.D. were among the Non-PEO NEOs for each year presented along with Robert E. Landry for 2021 through 2024,
Joseph J. LaRosa for 2021 and 2025, Marion McCourt for 2022, and Christopher Fenimore for 2024 and 2025.
2The amounts shown for “Compensation “Actually Paid”” have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect
compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect total compensation as reported in the Summary
Compensation Table with certain adjustments as described in footnote 3 below.
3“Compensation “Actually Paid”” reflects the exclusions and inclusions of equity awards for the PEO and the Non-PEO NEOs as set forth below and
calculated in accordance with FASB ASC Topic 718 using the valuation methodologies and assumptions set forth in the calculation of the grant date fair
value of these awards as disclosed in the Company’s audited financial statements for the fiscal year in which the equity awards were granted.
The “Exclusion of Stock Awards and Option Awards from Summary Compensation Table” columns in the tables below reflect the aggregate amounts
reported in the Summary Compensation Table for the applicable year in the “Stock Awards” and “Option Awards” columns.
Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards and Option Awards from Summary Compensation Table for PEO ($) | Inclusion of Item 402(v) Equity Award Values for PEO ($) | Compensation “Actually Paid” to PEO ($) |
2025 |
Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Exclusion of Stock Awards and Option Awards from Summary Compensation Table for Non-PEO NEOs ($) | Inclusion of Item 402(v) Equity Award Values for Non-PEO NEOs ($) | Average Compensation “Actually Paid” to Non-PEO NEOs ($) |
2025 | ( |
96 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
Introduction | Board of Directors | Corporate Governance | The Company | Compensation-Related Matters | Other Matters | |||||||||||||||||
The “Inclusion of Item 402(v) Equity Award Values” columns in the tables above are derived from the dollar values set forth in the following tables:
Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for PEO ($) | Total—Inclusion of Equity Values for PEO ($) |
2025 |
Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for Non- PEO NEOs ($) | Total—Average Inclusion of Equity Values for Non-PEO NEOs ($) |
2025 |
4The Peer Group TSR shown in this table utilizes the NASDAQ US Benchmark Pharmaceuticals Total Return Index (“NQ US Pharma Index”), which we
also utilized in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Reports on Form 10-K for the years
reflected in the table above. The comparison assumes $100 was invested for the period starting December 31, 2020 through December 31 of the
applicable fiscal year in each of the Company’s common stock and the NQ US Pharma Index. All dollar values assume reinvestment of the pre-tax value
of dividends paid by companies included in the NQ US Pharma Index. The historical stock price performance of our common stock shown is not
necessarily indicative of future stock price performance.
5Pursuant to Item 402(v) of Regulation S-K, we determined our stock price to be the most important financial performance measure used to link Company
performance to Compensation “Actually Paid” to our NEOs in 2025. This performance measure may not have been the most important financial
performance measure for prior years and we may determine a different financial performance measure to be the most important such measure in
future years.
Shareholder Return
The following chart sets forth the relationship between Compensation “Actually Paid” to our PEO, the average of
Compensation “Actually Paid” to our Non-PEO NEOs, each as set forth in the Table above, and the Company’s cumulative
TSR over the five-year period from 2021 through 2025. The following chart also compares the Company’s cumulative TSR
over the five-year period from 2021 through 2025 to that of the NQ US Pharma Index over the same time period.
PEO and Average Non-PEO NEO Compensation “Actually Paid” Versus Regeneron TSR and
Peer Group TSR, 2021-2025
$200.9
$130.7
$159.8
$143.9
$138.5
$124.4
Fiscal Year
 | PEO Compensation “Actually Paid” |  | Average Non-PEO NEO Compensation “Actually Paid” |
 | REGN TSR |  | NQ US Pharma Total Return Index TSR |
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 97 |
Introduction | Board of Directors | Corporate Governance | The Company | Compensation-Related Matters | Other Matters | |||||||||||||||||
The following chart sets forth the relationship between Compensation “Actually Paid” to our PEO, the average of
Compensation “Actually Paid” to our Non-PEO NEOs, and our net income during years 2021 through 2025, each as
set forth in the table above.
PEO and Average NEO Compensation “Actually Paid” Versus Regeneron Net Income, 2021-2025
$3,953.6
$4,338.4
Fiscal Year
| PEO Compensation “Actually Paid” | | Average Non-PEO NEO Compensation “Actually Paid” |
| REGN Net Income |
The following chart sets forth the relationship between Compensation “Actually Paid” to our PEO, the average of
Compensation “Actually Paid” to our Non-PEO NEOs, and the closing price of our common stock on the last trading day of
years 2021 through 2025, each as set forth in the table above.
PEO and Average Non-PEO NEO Compensation “Actually Paid” Versus Regeneron Stock Price, 2021-2025
$631.52
Fiscal Year
| PEO Compensation “Actually Paid” | | Average Non-PEO NEO Compensation “Actually Paid” |
| REGN Stock Price |
The following table presents the financial and non-financial performance measures that the Company considers to have
been the most important in linking Compensation “Actually Paid” to our PEO and our Non-PEO NEOs in 2025 to Company
performance. The measures in this table are not ranked.
98 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
Introduction | Board of Directors | Corporate Governance | The Company | Compensation-Related Matters | Other Matters | |||||||||||||||||
Equity Compensation Information
Corporate Governance Aspects of the Second Amended and Restated Regeneron
Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan
The Second Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan (referred to in this
subsection as the “Plan”) is the only plan currently used by the Company to grant equity awards. The Plan was approved
by shareholders and is designed to promote best practices by reinforcing the alignment between equity compensation
arrangements for employees and non-employee directors and the interests of shareholders. The provisions that promote
such best practices include:
Provision | Description |
No Discounted Stock Options or Stock Appreciation Rights | Stock options and stock appreciation rights are not granted with an exercise or base price less than the fair market value of common stock (as defined in the Plan) on the date of grant. |
No Stock Option or Stock Appreciation Right Re-pricing or Exchange | Except for equitable adjustments in connection with specific corporate transactions (such as stock splits, recapitalizations, reorganizations, mergers, consolidations, and similar transactions), the Plan does not permit a decrease in the exercise price or base price of a stock option or stock appreciation right granted under the Plan through settlement, cancellation, forfeiture, exchange, surrender, or otherwise below the fair market value of common stock (as defined in the Plan) on the date of grant. |
Recoupment (Clawback) Policy | Awards granted to our officers and other specified employees under the Plan are subject to recoupment or reduction in accordance with the terms of our Clawback Policy. This Clawback Policy was supplemented in 2023 (as required by amended listing standards of the Nasdaq Stock Market LLC) to provide for recovery of incentive-based compensation of specified officers in the event an accounting restatement renders such compensation erroneously received. |
Independent Administration | The Plan is administered by the Compensation Committee, which is intended to be comprised solely of non-employee directors each of whom meets the additional independence criteria applicable to compensation committee members under the listing standards of the Nasdaq Stock Market LLC and qualifies as a “Non- Employee Director” pursuant to Rule 16b-3 under the Exchange Act. |
No “Evergreen” Provision | The Plan does not contain an “evergreen” feature pursuant to which the shares authorized for issuance thereunder can be automatically replenished. |
No Tax Gross-ups | The Plan does not provide for any tax gross-ups. |
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 99 |
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Key Equity Metrics
The following table summarizes some key metrics relating to the equity component of our compensation program. When
evaluating the information below and comparing Regeneron to other companies, it is important to keep in mind the
following two differentiating factors:
1.Significant increase in the number of Regeneron’s employees. From the beginning of 2023 to the end of 2025, the
number of Regeneron’s employees increased 30%.
2.Regeneron’s broad-based equity compensation program. This program covers employees at all levels through initial
equity grants to all new hires and annual equity grants.
2025 | 2024 | 2023 | |
Unadjusted Burn Rate1 | 2.00% | 3.22% | 2.69% |
Adjusted Burn Rate1 | 4.03% | 5.47% | 4.45% |
Overhang2 | 21.82% | 21.80% | 23.38% |
Dilution3 | 13.68% | 13.52% | 14.45% |
1Calculated by dividing (a) the sum of the number of shares subject to (i) stock options, RSAs, and RSUs granted during the year and (ii) PSUs earned
during the year (if any), by (b) the basic weighted-average number of shares of common stock and Class A stock outstanding during the year. For
“Adjusted Burn Rate,” a multiplier of 2.5 is applied to RSAs, RSUs, and PSUs.
2Calculated by dividing (a) the sum of (i) the number of shares subject to equity awards (stock options and unvested or deferred RSAs, RSUs, and PSUs
(assuming, in the case of unvested PSUs, maximum payouts earned)) outstanding at the end of the year and (ii) the number of shares available for future
grants under the Plan at the end of the year, by (b) the sum of (i) the number of shares of common stock and Class A stock outstanding at the end of the
year, (ii) the shares subject to equity awards (stock options and unvested or deferred RSAs, RSUs, and PSUs (assuming, in the case of unvested PSUs,
maximum payouts earned)) outstanding at the end of the year, and (iii) the number of shares available for future grants under the Plan at the end of
the year.
3Calculated by dividing the number of shares subject to equity awards (stock options and unvested or deferred RSAs, RSUs, and PSUs (assuming, in the
case of unvested PSUs, maximum payouts earned)) outstanding at the end of the year by the sum of (i) the number of shares of common stock and
Class A stock outstanding at the end of the year and (ii) the shares subject to equity awards (stock options and unvested or deferred RSAs, RSUs, and
PSUs (assuming, in the case of unvested PSUs, maximum payouts earned)) outstanding at the end of the year.
100 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
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Equity Compensation Plan Information
The following table shows information with respect to securities authorized for issuance under the equity compensation
plans maintained by the Company as of December 31, 2025.
A | B | C | |
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants, and rights | Weighted-average exercise price of outstanding options, warrants, and rights ($) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column A) |
Equity compensation plans approved by security holders1 | 13,536,9383 shares of common stock | 596.654 | 12,422,530 shares of common stock5 |
Equity compensation plans not approved by security holders2 | — | — | 44,246 shares of Class A stock |
Total | 13,536,938 shares of common stock | 596.65 | 12,466,776 shares of common stock and Class A stock |
1The equity compensation plans approved by the security holders are the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan; the Amended
and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan; and the Second Amended and Restated Regeneron Pharmaceuticals,
Inc. 2014 Long-Term Incentive Plan. The Second Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan is the only
plan currently used by the Company to grant equity awards.
2The equity compensation plan not approved by the security holders is the Executive Stock Purchase Plan. It was adopted in 1989 and provides for the
Compensation Committee of the board of directors to award employees, directors, consultants, and other individuals who render service to the Company
the right to purchase Class A stock at a price set by the Compensation Committee. The Plan provides for the vesting of shares as determined by the
Compensation Committee; should the Company’s relationship with a Plan participant terminate before all shares are vested, unvested shares will be
repurchased by the Company at a price per share equal to the original amount paid by the Plan participant. As of December 31, 2025, there were no
unvested shares and 44,246 shares of Class A stock available for future grants under the Plan.
3This amount consists of (i) 11,766,085 shares to be issued upon exercise of outstanding options, (ii) 380,699 shares to be issued upon vesting of
outstanding RSUs, and (iii) 1,390,154 shares to be issued upon vesting and/or delivery of outstanding PSUs (assuming, in the case of unvested PSUs,
maximum payouts earned).
4The calculation of the weighted-average exercise price does not include the 380,699 shares to be issued upon vesting of RSUs or the 1,390,154 shares
to be issued upon vesting and/or delivery of PSUs (assuming, in the case of unvested PSUs, maximum payouts earned), as RSUs and PSUs do not have
an exercise price.
5This amount is net of 2,792,957 outstanding RSAs. As these shares are issued and outstanding upon grant, they are not included in the amounts
reported in column A.
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 101 |
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Proposal No. 3 Advisory Vote on Compensation of Named Executive Officers (Say-on-Pay) | |||
| |||
| The board of directors recommends a vote, on an advisory basis, FOR approval of the compensation of our Named Executive Officers as disclosed in this proxy statement. | ||
As required by Section 14A of the Exchange Act, we are seeking, on an advisory basis, shareholder approval of the
compensation of our NEOs as disclosed above (“say-on-pay” proposal). Specifically, shareholders are being asked to
approve the following advisory resolution:
RESOLVED, that the shareholders of Regeneron Pharmaceuticals, Inc. hereby approve the compensation of the
Company’s Named Executive Officers, as disclosed in the Company’s proxy statement relating to the Company’s 2026
Annual Meeting (the “Proxy Statement”) pursuant to the compensation disclosure rules of the Securities and Exchange
Commission (which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and the
related compensation information contained in the Proxy Statement).
In determining to recommend that shareholders approve the say-on-pay proposal, the board of directors considered,
among other factors discussed under “Compensation Discussion and Analysis” above, the Company's accomplishments
in 2025. Information regarding compensation of the relevant NEOs for 2025 is provided in the Summary Compensation
Table included in this proxy statement.
The board of directors recommends a vote FOR approval of the compensation of our NEOs as disclosed in this proxy
statement. As an advisory vote, this proposal is non-binding on the Company. However, the board of directors and the
Compensation Committee value your opinion and will review and consider the voting results in connection with their
ongoing evaluation of our compensation program.
102 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
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Other Matters
General Information About the Meeting
 | ||
When is the Annual Meeting? |
Friday, June 12, 2026
 | What time is the Annual Meeting? |
10:30 a.m., ET
 | ||
Where is the Annual Meeting? |
The Annual Meeting will be held virtually via the Internet at
www.virtualshareholdermeeting.com/REGN2026. We
have designed the format of the Annual Meeting to ensure
that shareholders are afforded similar rights and
opportunities to participate as they would at an
in-person meeting.
How can I attend the meeting?
Instructions on how to attend and participate via the
Internet are posted at
www.virtualshareholdermeeting.com/REGN2026. To
vote or submit questions during the meeting, you will need
the 16-digit control number included on the Notice of
Internet Availability of Proxy Materials (the “Notice”) or, if
you received a paper copy of the proxy materials, the
proxy card or voting instruction form you received.
Can I vote at the Annual Meeting?
Only shareholders of record at the close of business on
the record date, April 14, 2026, are entitled to vote at the
Annual Meeting. As of April 14, 2026, 103,021,886 shares
of common stock and 1,817,146 shares of Class A stock
were issued and outstanding. For all proposals, holders of
common stock and Class A stock vote together as a single
class, with the common stock being entitled to one vote
per share and the Class A stock being entitled to ten votes
per share.
To vote your shares, you will need the 16-digit control
number included on the Notice or, if you received a paper
copy of the proxy materials, the proxy card or voting
instruction form you received.
What is on the agenda for
the meeting?
1.Election of five directors for a one-year term
2.Ratification of the appointment of
PricewaterhouseCoopers LLP as the Company’s
independent registered public accounting firm for the
fiscal year ending December 31, 2026
3.Advisory vote to approve the compensation of the
Company’s Named Executive Officers as disclosed in
these proxy materials (say-on-pay)
Can I ask a question at the
Annual Meeting?
Shareholders who use the 16-digit control number that
was furnished to them (either on the Notice or, if you
received a paper copy of the proxy materials, the proxy
card or voting instruction form you received) to log on to
the meeting will be able to submit questions during the
meeting, as time permits. If you wish to submit a question
during the Annual Meeting, log on to the virtual meeting
website using the 16-digit control number, type your
question into the “Ask a Question” field, and click “Submit.”
Questions and answers may be arranged by topic and
substantially similar questions may be answered once. If
we run out of time to answer all of the questions
submitted, we will provide responses to the questions not
addressed on our website at www.regeneron.com on the
“Investors & Media” page.
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Will the Annual Meeting be available
for replay?
A replay of the Annual Meeting will be made publicly
available approximately 24 hours after the Annual Meeting
at www.virtualshareholdermeeting.com/REGN2026.
The replay will be available for one year.
Why did I receive a notice in the mail
regarding the Internet availability of
proxy materials instead of a paper
copy of the proxy materials?
The “Notice and Access” rules of the SEC permit us to
furnish proxy materials, including this proxy statement and
our 2025 Annual Report, to our shareholders by providing
access to such documents on the Internet instead of
mailing printed copies. Most shareholders received the
Notice and will not receive printed copies of the proxy
materials unless they request them. This method reduces
the environmental impact of the Annual Meeting. The
Notice will be mailed beginning on or about April 24, 2026.
The Notice includes instructions on how you may access
and review all of our proxy materials and the 2025 Annual
Report via the Internet. The Notice also includes
instructions on how you may vote your shares. If you
would like to receive a paper or electronic copy of our
proxy materials, you should follow the instructions in the
Notice for requesting such materials. Any request to
receive proxy materials by mail or e-mail will remain in
effect until you revoke it.
Can I vote my shares by filling out
and returning the Notice?
No. The Notice identifies the items to be voted on at the
Annual Meeting, but you cannot vote by marking the
Notice and returning it. The Notice provides instructions on
how to vote via the Internet, by requesting and returning a
paper proxy card, or by voting at the meeting.
Why did I receive the Notice?
We sent you the Notice regarding this proxy statement
because Regeneron’s board of directors is asking
(technically called soliciting) holders of common stock and
Class A stock to provide proxies to be voted at our 2026
Annual Meeting of Shareholders or at any adjournment(s)
or postponement(s) of the meeting.
How are proxies voted?
If you vote by proxy in time for it to be voted at the Annual
Meeting, one of the individuals named as your proxy will
vote your shares as you have directed. If you submit a
proxy, but no indication is given as to how to vote your
shares as to a proposal, your shares will be voted in the
manner recommended by the board of directors. The
board of directors knows of no matter, other than those
indicated above under “What is on the agenda for the
meeting?”, to be presented at the Annual Meeting. If any
other matter properly comes before the Annual Meeting,
the persons named and designated as proxies will vote
your shares in their discretion.
Why didn’t I receive a notice in the
mail about the Internet availability of
the proxy materials?
Shareholders who previously elected to receive proxy
materials by e-mail will not receive the Notice in the mail.
Instead, these shareholders should have received an e-
mail with links to the proxy materials and the proxy voting
website. Shareholders who have previously asked to
receive paper copies of the proxy materials and
shareholders who participate and hold shares of common
stock in the Regeneron Pharmaceuticals, Inc. 401(k)
Savings Plan or the Regeneron Ireland Share Participation
Plan will receive paper copies of the proxy materials.
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What constitutes a quorum?
The presence at the Annual Meeting, in person or by
proxy, of the holders as of the record date of shares of
common stock and Class A stock having a majority of the
voting power of all shares of common stock and Class A
stock outstanding on the record date will constitute a
quorum for the transaction of business at the Annual
Meeting. Shares held as of the record date by holders who
are present or represented by proxy at the Annual Meeting
but who have abstained from voting or have not voted with
respect to some or all of such shares on any proposal to
be voted on at the Annual Meeting will be counted as
present for purposes of establishing a quorum.
How can I vote my shares without
attending the Annual Meeting?
We recommend that shareholders vote by proxy even if
they plan to attend the Annual Meeting via the Internet. If
you are a shareholder of record, there are three ways to
vote by proxy:
Via the Internet. You may vote by proxy via the Internet
by visiting www.proxyvote.com. You will need the 16-digit
control number included on the Notice or, if you received a
paper copy of the proxy materials, the proxy card or voting
instruction form you received. You may vote via the
Internet through 11:59 p.m., Eastern Time, on
June 11, 2026.
Via telephone. You may vote by proxy via telephone by
calling the toll-free number found on the proxy card or the
voting instruction form. You will need the 16-digit control
number included on the proxy card or voting instruction
form. You may vote via telephone through 11:59 p.m.,
Eastern Time, on June 11, 2026.
By mail. If you received printed copies of the proxy
materials, you may vote by proxy by completing the proxy
card or voting instruction form and returning it in the
envelope provided.
How can I attend and vote at the
Annual Meeting?
You may attend the Annual Meeting via the Internet at
www.virtualshareholdermeeting.com/REGN2026.
Shareholders who use the 16-digit control number that
was furnished to them (either on the Notice or, if you
received a paper copy of the proxy materials, the proxy
card or voting instruction form you received) to log on to
the meeting will be able to vote during the meeting.
What if during the Annual Meeting I
have technical difficulties or trouble
accessing the virtual
meeting website?
We will have technicians ready to assist you with any
technical difficulties you may have accessing the virtual
meeting website. If you encounter any difficulties
accessing the virtual meeting website during the meeting
time, please call the technical support number that will be
posted at www.virtualshareholdermeeting.com/
REGN2026.
If I am a Regeneron employee or
former employee, how do I vote
shares in the Company Stock Fund in
my 401(k) account or in the
Regeneron Ireland Share
Participation Plan?
If you participate and hold shares of common stock in the
Regeneron Pharmaceuticals, Inc. 401(k) Savings Plan,
you may provide voting instructions to Fidelity
Management Trust Company, the plan’s trustee,
(1) through the Internet at www.proxyvote.com by 11:59
p.m., Eastern Time, on June 9, 2026, (2) by calling
1-800-690-6903 by 11:59 p.m., Eastern Time, on June 9,
2026, or (3) by returning your completed proxy card by
mail. The trustee will vote your shares in accordance with
your instructions. If you do not provide timely voting
instructions to the trustee, the trustee will vote your shares
in the same proportion as the shares for which the trustee
receives voting instructions from other participants in
the plan.
If you participate and hold shares of common stock in the
Regeneron Ireland Share Participation Plan, you may
provide voting instructions to Mercer Ireland Limited (an
affiliate of Marsh), who administers the Plan on behalf of
Irish Pensions Trust Limited, the trustees of the Plan. You
will receive a voting instruction form by mail sent directly to
your home address, which you should complete, sign, and
return to Mercer by mail using the enclosed pre-paid
envelope or as an e-mail attachment in accordance with
the instructions provided by Mercer.
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Can I change my vote or revoke
my proxy?
Yes. You may change your vote or revoke your proxy at
any time before the proxy is exercised by voting again
electronically through the Internet or by telephone, by
mailing a new proxy card or voting instruction form, or by
attending the Annual Meeting (via the Internet) and voting.
If you are a record holder, you may also revoke your proxy
by filing with the Secretary of the Company, at or before
the taking of the vote at the Annual Meeting, a written
notice of revocation bearing a later date than the proxy
you previously submitted. Attendance at the Annual
Meeting will not have the effect of revoking a proxy unless
you vote at the Annual Meeting. If you hold your shares
through a broker, bank, or other nominee in “street name,”
you will need to contact them or follow the instructions in
the voting instruction form used by the firm that holds your
shares to revoke your proxy. Only your latest dated proxy
we receive at or prior to the Annual Meeting will
be counted.
Who solicits proxies and bears the
cost of solicitation?
Solicitation of proxies may be made by mail, in person, or
by telephone by officers, directors, and other employees of
the Company, by employees of the Company’s transfer
agent, Equiniti Trust Company, LLC (“Equiniti”), and by
employees of Broadridge Financial Solutions, Inc.
(“Broadridge”). We will reimburse Equiniti, Broadridge, and
our banks, brokers, and other custodians, nominees, and
fiduciaries for their respective reasonable costs in the
preparation and mailing of proxy materials to
shareholders. In addition, we have engaged Innisfree M&A
Incorporated to assist in the solicitation of proxies and
provide related advice and informational support for a
service fee of $25,000 and the reimbursement of
customary disbursements and expenses. We will bear all
costs of the solicitation of proxies.
What are the board’s recommendations?
The board of directors recommends that you vote:
| FOR election of each of the five nominated directors (Proposal No. 1) | ||
| |||
| FOR ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026 (Proposal No. 2) | ||
| |||
| FOR approval of the compensation of the Company’s Named Executive Officers as disclosed in these proxy materials (say-on-pay) (Proposal No. 3) | ||
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What vote is required to approve each proposal?
The following table summarizes the voting requirements applicable to the proposals to be voted on at the Annual Meeting:
Proposal | Vote Required | Effect of Abstentions and Broker Non-Votes* | Broker Discretionary Voting Allowed?+ | |||
Proposal No. 1: Election of Directors | Majority of the votes cast. In accordance with our director resignation policy, an incumbent director who fails to receive the required number of votes in an uncontested election will be required to tender his or her resignation to either co-Chair of the board of directors for consideration by the Corporate Governance and Compliance Committee. | No effect – not considered votes cast on this proposal | No – brokers without voting instructions will not be able to vote on this proposal | |||
Proposal No. 2: Ratification of the Appointment of PricewaterhouseCoopers LLP | Majority of the votes cast | No effect – not considered votes cast on this proposal | Yes – brokers without voting instructions will have discretionary authority to vote | |||
Proposal No. 3: Say-on-Pay | Non-binding, advisory proposal. We will consider the matter approved if it receives the affirmative vote of a majority of the votes cast. | No effect – not considered votes cast on this proposal | No – brokers without voting instructions will not be able to vote on this proposal | |||
*As noted above, abstentions will be counted as present for purposes of establishing a quorum at the Annual Meeting.
+Only relevant if you are the beneficial owner of shares held in “street name.” If you are a shareholder of record and you do not cast your vote, no votes
will be cast on your behalf on any of the items of business at the Annual Meeting.
If any other matter is properly brought before the Annual Meeting, such matter also will be determined by the affirmative
vote of a majority of the votes cast at the Annual Meeting.
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 107 |
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When are shareholder proposals and
nominations due for the 2027 Annual
Meeting of Shareholders?
A shareholder wishing to present a proposal at the 2027
Annual Meeting of Shareholders and have the proposal
included in our proxy statement must submit the proposal
in writing and it must be received by the Company at its
principal executive offices at 777 Old Saw Mill River Road,
Tarrytown, New York 10591-6707 by December 25, 2026,
and must satisfy the other conditions established by
the SEC.
Under our By-Laws, proposals of shareholders (other than
proposals to be included in our proxy statement) and
nominations of directors for election at the 2027 Annual
Meeting may be made only by a shareholder of record
who has given notice of the proposal or nomination to the
Secretary of the Company at our principal executive
offices no earlier than 90 days and no later than 60 days
prior to the meeting; provided that if less than 70 days’
notice or public disclosure of the date of the 2027 Annual
Meeting is given or made to shareholders, notice by the
shareholder in order to be timely must be received no later
than the close of business on the tenth day following the
day on which such notice of the annual meeting was first
mailed or such public disclosure of the annual meeting
was made, whichever first occurs. The notice must contain
certain information as specified in our By-Laws. Assuming
our 2027 Annual Meeting is held on June 11, 2027 in
accordance with the Company’s past practice, and at least
70 days’ notice or prior public disclosure of the date of the
2027 Annual Meeting is given or made to shareholders,
notice of such proposals or nominations would need to be
given no earlier than March 13, 2027 and no later than
April 12, 2027. In addition to satisfying the requirements
under our By-Laws relating to nominations of directors,
including the deadline for written notice, to comply with the
SEC’s “universal proxy rules,” shareholders who intend to
solicit proxies in support of director nominees other than
the Company’s nominees at the 2027 Annual Meeting in
compliance with Rule 14a-19 under the Exchange Act
must provide written notice containing the information
required by Rule 14a-19 to our Corporate Secretary at
777 Old Saw Mill River Road, Tarrytown, New York
10591-6707 no later than April 13, 2027.
What happens if multiple
shareholders share an address?
Applicable rules permit brokerage firms and the Company
to send one Notice (or one annual report, proxy statement,
and Notice in the case of shareholders who have elected
to receive paper copies of our proxy materials) to multiple
shareholders who share the same address under certain
circumstances. This practice is known as “householding.”
We believe that householding will provide greater
convenience for our shareholders, as well as cost savings
for us, by reducing the number of duplicate documents
that are sent to your home. Consequently, we have
implemented the practice of householding for shares held
in “street name” and intend to deliver only one copy of the
applicable proxy materials to multiple shareholders sharing
the same address. If you wish to receive separate copies
of the proxy statement for the 2026 Annual Meeting, the
2025 Annual Report, or the Notice, you may find these
materials at our internet website (www.regeneron.com)
or you may stop householding for your account and
receive separate printed copies of these materials by
contacting our Investor Relations Department, at
Regeneron Pharmaceuticals, Inc., 777 Old Saw Mill River
Road, Tarrytown, New York 10591-6707, or by calling us at
914-847-7000, and these materials will be promptly
delivered to you. If you hold shares registered in your
name (sometimes called a shareholder of record), you can
elect householding for your account by contacting us in the
same manner described above. Any shareholder may stop
householding for your account by contacting our Investor
Relations Department at the address and/or phone
number included above. If you revoke your consent, you
will be removed from the householding program within
30 days of receipt of your revocation and each
shareholder at your address will receive individual copies
of our disclosure documents.
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Are there any other matters to be
addressed at the Annual Meeting?
We know of no other matters to be brought before the
Annual Meeting, except as set forth in this proxy
statement. If any other matter is properly presented at the
Annual Meeting upon which a vote may properly be taken,
shares represented by duly executed and timely submitted
proxies will be voted on any such matter in accordance
with the judgment of the persons named as proxies in the
enclosed proxy card. Discretionary authority for them to do
so is contained in the enclosed proxy card.
How can you receive a printed
copy of the Company’s 2025
Annual Report?
Interested shareholders may obtain without charge a
copy of our 2025 Annual Report (without exhibits),
which includes our audited financial statements for
the fiscal year ended December 31, 2025, required to
be filed with the SEC, by making a written request to
Regeneron Pharmaceuticals, Inc., 777 Old Saw Mill
River Road, Tarrytown, New York 10591-6707,
Attention: Investor Relations, or by calling our
Investor Relations Department at (914) 847-7000.
How do you elect to receive future
proxy materials electronically?
If you previously requested to receive proxy materials
through the mail, or by means of an e-mail with links to the
proxy materials and the proxy voting website, your election
will remain in effect until you revoke it. Shareholders
currently receiving paper copies of our proxy materials,
and shareholders who received a paper copy of the
Notice, may instead elect to receive all future proxy
materials electronically through an e-mail with a link to
these documents on the Internet. Receiving these
documents online conserves resources, saves the
Company the cost of producing and mailing documents to
your home or business, and gives you an automatic link to
the proxy voting site.
If your shares are registered in your name or you hold
shares in the Company Stock Fund in the Company’s
401(k) Savings Plan, to enroll in the electronic delivery
service, vote your shares through the Internet at
www.proxyvote.com and, when prompted, indicate that
you agree to receive or access shareholder
communications electronically in future years. If your
shares are not registered in your name, to enroll in the
electronic delivery service, check the information provided
to you by your bank or broker, or contact your bank or
broker for instructions on how to elect to view future proxy
statements and annual reports over the Internet.
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 109 |
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Appendix A
Note Regarding Forward-Looking Statements and Non-GAAP Financial Measures
This proxy statement includes forward-looking statements that involve risks and uncertainties relating to future events and
the future performance of Regeneron Pharmaceuticals, Inc. (where applicable, together with its subsidiaries, “Regeneron”
or the “Company”), and actual events or results may differ materially from these forward-looking statements. Words such
as “anticipate,” “expect,” “intend,” “plan,” “believe,” “seek,” “estimate,” variations of such words, and similar expressions
are intended to identify such forward-looking statements, although not all forward-looking statements contain these
identifying words. These statements concern, and these risks and uncertainties include, among others:
•the nature, timing, and possible success and therapeutic applications of products marketed or otherwise
commercialized by Regeneron and/or its collaborators or licensees (collectively, “Regeneron’s Products”) and product
candidates being developed by Regeneron and/or its collaborators or licensees (collectively, “Regeneron’s Product
Candidates”) and research and clinical programs now underway or planned, including without limitation those
discussed or referenced in this proxy statement, Regeneron’s and its collaborators’ earlier-stage programs, and the use
of human genetics in Regeneron’s research programs;
•the likelihood and timing of achieving any of Regeneron’s anticipated development and production milestones;
•safety issues resulting from the administration of Regeneron’s Products and Regeneron’s Product Candidates in
patients, including serious complications or side effects in connection with the use of Regeneron’s Products and
Regeneron’s Product Candidates in clinical trials;
•the likelihood, timing, and scope of possible regulatory approval and commercial launch of Regeneron’s Product
Candidates and new indications for Regeneron’s Products, including without limitation those discussed or referenced in
this proxy statement;
•the extent to which the results from the research and development programs conducted by Regeneron and/or its
collaborators may be replicated in other studies and/or lead to advancement of product candidates to clinical trials,
therapeutic applications, or regulatory approval;
•ongoing regulatory obligations and oversight impacting Regeneron’s Products, research and clinical programs, and
business, including those relating to patient privacy;
•determinations by regulatory and administrative governmental authorities which may delay or restrict Regeneron’s
ability to continue to develop or commercialize Regeneron’s Products and Regeneron’s Product Candidates;
•competing drugs and product candidates (including biosimilar products) that may be superior to, or more effective than,
Regeneron’s Products and Regeneron’s Product Candidates;
•uncertainty of the utilization, market acceptance, and commercial success of Regeneron’s Products and Regeneron’s
Product Candidates and the impact of studies (whether conducted by Regeneron or others and whether mandated or
voluntary) or recommendations and guidelines from governmental authorities and other third parties on the commercial
success of Regeneron’s Products and Regeneron’s Product Candidates;
•the ability of Regeneron to manufacture and manage supply chains for multiple products and product candidates;
•the ability of Regeneron’s collaborators, licensees, suppliers, or other third parties (as applicable) to perform
manufacturing, filling, finishing, packaging, labeling, distribution, and other steps related to Regeneron’s Products and
Regeneron’s Product Candidates;
•the availability and extent of reimbursement of Regeneron’s Products from third-party payors, including private payor
healthcare and insurance programs, health maintenance organizations, pharmacy benefit management companies,
and government programs such as Medicare and Medicaid;
•coverage and reimbursement determinations by such payors and new policies and procedures adopted by such
payors;
•changes to drug pricing regulations and requirements and our drug pricing strategy;
•other changes in laws, regulations, and policies affecting the healthcare industry;
•the costs of developing, producing, and selling products or unanticipated expenses;
110 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |
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•the ability of Regeneron to meet any of its financial projections or guidance, and changes to the assumptions
underlying those projections or guidance;
•the potential for any license or collaboration agreement, including Regeneron’s agreements with Sanofi and Bayer (or
their respective affiliated companies, as applicable) to be cancelled or terminated;
•the impact of public health outbreaks, epidemics, or pandemics on Regeneron’s business; and
•risks associated with litigation and other proceedings and government investigations relating to the Company and/or its
operations (including the pending civil proceedings initiated or joined by the U.S. Department of Justice and the U.S.
Attorney’s Office for the District of Massachusetts), risks associated with intellectual property of other parties and
pending or future litigation relating thereto (including without limitation the patent litigation and other related
proceedings relating to EYLEA), the ultimate outcome of any such proceedings and investigations, and the impact any
of the foregoing may have on Regeneron’s business, prospects, operating results, and financial condition.
A more complete description of these and other material risks can be found in Regeneron’s filings with the U.S. Securities
and Exchange Commission, including its Form 10-K for the fiscal year ended December 31, 2025, including in the section
thereof captioned “Item 1A. Risk Factors.” Any forward-looking statements are made based on management’s current
beliefs and judgment, and the reader is cautioned not to rely on any forward-looking statements made by Regeneron.
Regeneron does not undertake any obligation to update (publicly or otherwise) any forward-looking statement, whether as
a result of new information, future events, or otherwise.
This proxy statement uses non-GAAP net income and non-GAAP net income per share, which are financial measures that
are not calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). These non-GAAP
financial measures are computed by excluding certain non-cash and other items from the related GAAP financial
measure. Non-GAAP adjustments also include the estimated income tax effect of reconciling items. The Company makes
such adjustments for items the Company does not view as useful in evaluating its operating performance. For example,
adjustments may be made for items that fluctuate from period to period based on factors that are not within the
Company’s control (such as the Company’s stock price on the dates share-based grants are issued) or items that are not
associated with normal, recurring operations (such as changes in applicable laws and regulations). Management uses
these non-GAAP measures for planning, budgeting, forecasting, assessing historical performance, and making financial
and operational decisions, and also provides forecasts to investors on this basis. Additionally, such non-GAAP measures
provide investors with an enhanced understanding of the financial performance of the Company’s core business
operations. However, there are limitations in the use of these and other non-GAAP financial measures as they exclude
certain expenses that are recurring in nature. Furthermore, the Company’s non-GAAP financial measures may not be
comparable with non-GAAP information provided by other companies. Any non-GAAP financial measure presented by
Regeneron should be considered supplemental to, and not a substitute for, measures of financial performance prepared in
accordance with GAAP. A reconciliation of the Company’s historical GAAP to non-GAAP results is included below.
2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 111 |
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Reconciliation of GAAP to Non-GAAP Financial Information (Unaudited)
(In millions, except per share data)
Year Ended December 31, | ||||
2025 | 2024 | |||
GAAP research and development (“R&D”) | $5,850.2 | $5,132.0 | ||
Stock-based compensation expense | 545.4 | 543.8 | ||
Acquisition and integration costs | — | 24.9 | ||
Priority review voucher | 155.0 | — | ||
Non-GAAP R&D | $5,149.8 | $4,563.3 | ||
GAAP selling, general, and administrative (“SG&A”) | $2,700.0 | $2,954.4 | ||
Stock-based compensation expense | 362.9 | 355.0 | ||
Acquisition and integration costs | 0.8 | 42.2 | ||
Litigation settlements | 25.0 | 13.0 | ||
Non-GAAP SG&A | $2,311.3 | $2,544.2 | ||
GAAP cost of goods sold (“COGS”) | $1,140.8 | $1,087.3 | ||
Stock-based compensation expense | 85.4 | 84.0 | ||
Acquisition and integration costs | — | 2.0 | ||
Intangible asset amortization expense | 131.7 | 103.5 | ||
Non-GAAP COGS | $923.7 | $897.8 | ||
GAAP other operating (income) expense, net | $(10.0) | $53.4 | ||
Change in fair value of contingent consideration | — | 53.4 | ||
Non-GAAP other operating (income) expense, net | $(10.0) | $— | ||
GAAP other income (expense), net | $1,652.8 | $789.2 | ||
Losses (gains) on marketable and other securities, net | (946.1) | (118.3) | ||
Non-GAAP other income (expense), net | $706.7 | $670.9 | ||
GAAP net income | $4,504.9 | $4,412.6 | ||
Total of GAAP to non-GAAP reconciling items above | 360.1 | 1,103.5 | ||
Income tax effect of GAAP to non-GAAP reconciling items | (54.4) | (196.9) | ||
Income tax expense: Shortfall from stock-based compensation | 32.6 | — | ||
Income tax expense: Charge related to enactment of “One Big Beautiful Bill Act” | 44.5 | — | ||
Non-GAAP net income | $4,887.7 | $5,319.2 | ||
Non-GAAP net income per share - basic | $46.73 | $49.30 | ||
Non-GAAP net income per share - diluted | $44.31 | $45.62 | ||
Shares used in calculating: | ||||
Non-GAAP net income per share - basic | 104.6 | 107.9 | ||
Non-GAAP net income per share - diluted | 110.3 | 116.6 | ||
FAQ
What are Regeneron (REGN) shareholders voting on at the 2026 annual meeting?
Shareholders will vote to elect five directors for one‑year terms, ratify PricewaterhouseCoopers as independent auditor, and approve an advisory say‑on‑pay resolution on executive compensation. The meeting will be held virtually, allowing electronic attendance, voting, and questions from all eligible shareholders.
How did Regeneron (REGN) perform financially in 2025 according to the proxy?
Regeneron reported 2025 revenue of $14.34 billion, up 1% year over year, with GAAP diluted EPS of $41.48 and non‑GAAP diluted EPS of $44.31. The company emphasizes sustained investment in R&D and a portfolio of 15 approved or authorized medicines.
What capital allocation decisions does the Regeneron (REGN) proxy highlight for 2025?
The proxy notes $5.9 billion invested in R&D, nearly $900 million in capital expenditures to expand U.S. research and manufacturing, and $3.5 billion of common stock repurchases. Regeneron also initiated a quarterly cash dividend program, signaling a blend of reinvestment and shareholder returns.
What governance changes does Regeneron (REGN) describe in its 2026 proxy statement?
Regeneron reports declassifying its board, phasing into annual director elections by 2028, and maintaining 85% independent directors. It also formed a Digital Technology Committee to oversee AI, cybersecurity, and data governance, while continuing active shareholder engagement on governance and compensation topics.
How does Regeneron (REGN) describe its executive and director compensation approach?
The company emphasizes long‑term, equity‑heavy pay, particularly stock options, to align leaders with shareholder value. For 2025 it made modest cash increases for executives, did not grant year‑end equity to the CEO and CSO, and achieved a record‑low 2.00% equity burn rate while maintaining broad employee participation.
What does the Regeneron (REGN) proxy say about its R&D and product portfolio?
Regeneron highlights nearly 50 clinical candidates across multiple therapeutic areas and 15 internally developed approved or authorized medicines. Four are current blockbusters, including Dupixent, EYLEA HD/EYLEA, and Libtayo, supporting its strategy of heavy R&D investment to drive long‑term growth.