REGENERON PHARMACEUTICALS, INC.
For the period ended Jun 12, 2026. Filed Apr 24, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 12, 2026 · Filed Apr 24, 2026
Contents
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 |
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| 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 |
| Introduction | Board of Directors | Corporate Governance | The Company | Compensation-Related Matters | Other Matters |
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