2022

PROXY STATEMENT

AND NOTICE OF ANNUAL

SHAREHOLDER MEETING

PLEASE VIEW OUR 2021 RESPONSIBILITY REPORT

investor.regeneron.com/2021RR

REGENERON BY THE NUMBERS

COMPANY LETTER TO SHAREHOLDERS

DEAR FELLOW SHAREHOLDERS,

Despite another year marked by uncertainty and upheaval caused by the COVID-19 pandemic, in 2021 our Regeneron team continued to drive forward our mission of turning world-class science into much-needed medicines and delivered a notably successful and productive year. Our relentless quest to innovate has improved millions of lives while delivering strong top- and bottom-line growth for our shareholders.

Regeneron’s 2021 financial results were driven by the continued growth in our core brands, EYLEA^® (aflibercept) Injection, Dupixent^® (dupilumab), and Libtayo^® (cemiplimab-rwlc), as well as our novel investigational COVID-19 treatment REGEN-COV^® (casirivimab and imdevimab). In 2021, GAAP net income was $8.08 billion and total revenues were $16.07 billion, with $6.19 billion in revenue attributable to REGEN-COV.¹ Total revenues excluding REGEN-COV2 grew 19% in 2021, a testament to our diversified and enduring core business. We also returned significant value to shareholders in 2021 by repurchasing $1.7 billion of our common stock and allocated an additional $3.0 billion for future repurchases.³ These successes were all realized while continuing to advance and broaden our pipeline of more than 30 investigational medicines, positioning us well for continued and diversified growth.

EYLEA 2021 full year global net product sales grew 19% year-over-year to $9.4 billion, and U.S. net product sales increased 17%. As the category leader and with more than 40 million injections administered, EYLEA stands as an enduring product with a significant future. We also look forward to continued progress in our work against retinal diseases, including the results from our Phase 3 aflibercept 8 mg trials in wet age-related macular degeneration and diabetic macular edema scheduled to be reported later in 2022.

Dupixent achieved 2021 full year global net product sales of $6.2 billion, growing 53% year-over-year⁴ and delivering on its promise of providing a pipeline in a product. Dupixent is now approved in patients as young as 6 years of age in both asthma and atopic dermatitis and in chronic rhinosinusitis with nasal polyps in adults. Its outlook is promising, with significant opportunities to reach even more patients in approved indications and expand to additional type 2 inflammatory diseases such as prurigo nodularis and eosinophilic esophagitis. With this potential for multiple new indications and increased adoption among approved patient populations where there is still significant unmet need, Dupixent’s growth prospects over the coming years are substantial.

We also made significant strides in our oncology programs, both from a commercial and development perspective. Libtayo 2021 full year global net product sales increased 32% compared to 2020.⁵ In 2021, both the U.S. Food and Drug Administration (“FDA”) and European Medicines Agency approved Libtayo for advanced non-small cell lung cancer (“NSCLC”). They also both approved the medicine for advanced basal cell carcinoma, establishing Libtayo as a leading treatment for non-melanoma skin cancers. Looking forward, we are optimistic about a potential Libtayo plus chemotherapy approval later this year for the broader population of advanced NSCLC patients, and our investigational footprint continues to expand with Phase 1/2 candidates across many cancer settings, including monoclonal antibodies, T-cell engaging bispecific antibodies, and costimulatory bispecifics, as well as a variety of potential combination therapies. We look forward to sharing our progress in difficult-to-treat solid tumors such as ovarian and prostate cancers, which are settings with historically low response rates to immunotherapy.

Last year also marked the launch of our tenth FDA-approved or authorized medicine, Evkeeza^® (evinacumab), for patients 12 years and older with the rare disease homozygous familial hypercholesterolemia. We were pleased to extend the reach of this important medicine outside the U.S. by entering into a new collaboration with Ultragenyx Pharmaceutical Inc. in early 2022.

In 2020, we discovered and developed REGEN-COV in record time and, in 2021, we delivered nearly 3 million doses to the U.S. government. We are proud of the positive impact we have been able to have on the lives of millions of patients who received REGEN-COV. Earlier in the pandemic, REGEN-COV received an Emergency Use Authorization (“EUA”) from the FDA and approvals from other regulatory authorities around the globe for indications from prevention to hospitalization of COVID-19.

Our scientists had predicted that the COVID-19 virus would mutate, and in fact published a paper in the premier academic journal Science that specified some of the exact mutations that were ultimately seen in variants of concern. That is why we created REGEN-COV as an “antibody cocktail,” to retain activity in case one of the antibodies would lose efficacy against an emerging variant. Our approach was validated as REGEN-COV retained activity through all major variants through the severe Delta surge. But as we anticipated, eventually, a variant emerged that evaded our treatment – based on preclinical data, in early 2022 we announced that REGEN-COV is highly unlikely to be active against the Omicron variant. In January 2022, the FDA amended the EUA for REGEN-COV, effectively stopping use in the U.S. where the Omicron variant had become dominant. We had prepared for this contingency and assembled a large collection of next generation candidates. We are progressing several candidates that are active against Omicron, Delta, and other variants of concern, and have already initiated a first-in-human clinical trial of one of these investigational antibodies. We believe there remains a significant need for monoclonal antibodies and especially for use to help prevent infection in immunocompromised individuals who do not respond adequately to COVID-19 vaccines. We are confident that if the world needs Regeneron again in the fight against COVID-19, we will be ready.

Strong execution across our organization made these accomplishments possible, despite the unique headwinds posed by the pandemic. This progress was also enabled by years of investment in our core technologies and research, work that continues with vigor each day. Our innovative and evolving VelocImmune^® and VelociSuite^® platforms make it possible to develop top-quality, fully-human antibodies efficiently. Notably, with novel platform modifications like VelociBi^®, we are able to quickly develop high-quality bispecific antibodies and we currently have ten bispecific antibodies in our pre-clinical and clinical pipeline. Thanks to our exceptional Industrial Operations and Product Supply (“IOPS”) team, we continually enhance our large-scale manufacturing process to provide medicines for our clinical trials and approved indications. To that end, in 2021, our U.S. IOPS operations successfully completed the installation and start-up of our first filling line and continued to advance the build-out of our fill-and-finish facility, despite COVID-19 driven supply chain delays.

Genetics medicine has emerged as a promising area of leadership, both through the early discoveries and integrated insights of the Regeneron Genetics Center^® (“RGC”) and through our expansive toolkit of proprietary and partnered technologies for gene editing, gene silencing, and viral vector delivery. In 2021, we advanced three genetic medicines programs driven by siRNA and CRISPR technology (in collaboration with Alnylam Pharmaceuticals, Inc. and Intellia Therapeutics, Inc., respectively) into clinical development. We also celebrated an exciting milestone with Intellia when we reported positive initial data from the Phase 1 trial of NTLA-2001 in people living with hereditary transthyretin amyloidosis with polyneuropathy – the first-ever clinical data supporting safety and efficacy of in vivo CRISPR genome editing in humans and proof of concept for our ongoing multi-target collaboration. Meanwhile, the RGC progressed a number of additional targets toward clinical development and has 25 additional programs in the research and candidate selection phase. In June 2021, the RGC announced its discovery of rare GPR75 genetic mutations that are associated with profound protection against obesity, paving the way for potential antibody, gene silencing, or small molecule interventions.

As we reflect on the year, we are incredibly proud of our team’s resilience, creativity, and unwavering commitment to patients. Our people are our greatest resource, and we are focused on supporting this brilliant team through a commitment to health and well-being as well as our efforts in diversity, equity, and inclusion. Our employees are crucial to delivering our mission, and as our business grows, so does our team. In 2021, we welcomed colleagues at our new offices in Canada, Germany, and the Netherlands, and grew to more than 10,300 people strong across all our sites. We expect to welcome even more colleagues in 2022 and beyond; and with this growth in mind, we broke ground in January 2022 on a 100-acre campus expansion at our Tarrytown site.

Keeping with our company motto of Doing Well by Doing Good, we continue to advance our environmental, social, and governance practices. In 2021, we were once again recognized as a corporate responsibility leader by being named in the Dow Jones Sustainability World Index for the third year in a row. As we know that there is more we can do, we are working diligently to meet our ambitious global 2025 responsibility goals, including removing barriers to patient access, investing in renewable energy, and providing engaging science, technology, engineering, and math experiences to millions of students. We continue to be amazed at the students whom we engage via our sponsorship of the world’s premier high school science competitions, the Regeneron Science Talent Search and the Regeneron International Science and Engineering Fair.

With 2022 well underway, we remain confident in the impact that Regeneron will continue to have on patients’ lives and believe we are well positioned to deliver strong performance. We appreciate your ongoing support as we work to transform lives through science and medicine.

Sincerely,

P. Roy Vagelos, M.D., Chair of the Board

Leonard S. Schleifer, M.D., Ph.D., President and Chief Executive Officer

George D. Yancopoulos, M.D., Ph.D., President and Chief Scientific Officer

BOARD LETTER TO SHAREHOLDERS

DEAR FELLOW SHAREHOLDERS,

On behalf of the board of directors of Regeneron Pharmaceuticals, Inc., we invite you to attend Regeneron’s 2022 Annual Meeting of Shareholders to be held on June 10, 2022. The accompanying Notice of 2022 Annual Meeting of Shareholders and Proxy Statement contain important information about the business to be conducted at the Annual Meeting.

We had sincerely hoped that our letter to you this year would not begin with COVID-19, but unfortunately the pandemic continued to challenge Regeneron and the entire global community in 2021. Yet again, Regeneron colleagues rose to the occasion, rallying together and delivering on Regeneron’s mission of using the power of science to bring important medicines to patients in need. This mission, paired with the Company’s commitment to “Doing Well by Doing Good,” has been exemplified in Regeneron’s fight against COVID-19 for the last couple of years, culminating in 2021 by the delivery of more than 3 million doses of the REGEN-COV^® (casirivimab and imdevimab) antibody cocktail to patients around the globe (together with our collaborator Roche). We believe this and many other 2021 accomplishments would not have been realized without a business model committed to long-term investment in deep scientific and technological capabilities, which have been instrumental in driving research, preclinical development, clinical, and manufacturing efforts at life-saving speeds.

As members of Regeneron’s board of directors, we remain focused on fulfilling our duties in a way that furthers Regeneron’s mission and promotes long-term, sustainable growth for our shareholders, and we deeply value investor feedback toward these objectives. Following last year’s annual shareholder meeting, we led an extensive shareholder outreach to solicit feedback on key compensation and governance matters. After carefully considering the feedback received, we took several responsive actions as detailed in the accompanying Proxy Statement, including our adoption of an annual say-on-pay vote effective as of the 2022 Annual Meeting of Shareholders.

We also remain inspired by Regeneron’s corporate culture, defined by loyal and motivated employees with an entrepreneurial spirit who are dedicated to Regeneron’s mission. We are committed to nurturing this culture, including through our oversight of diversity, equity, and inclusion (“DEI”) matters at the Company. In 2021, Regeneron consolidated its DEI efforts under the leadership of a newly hired Chief DEI Officer. We are proud of Regeneron’s record in promoting diversity at all levels of the Company – including on the board, where each of the three recently added directors is diverse by gender and/or race or ethnicity; the efforts Regeneron has made to promote women and minorities in science; and the Company’s continued work (such as the establishment of a clinical trial DEI taskforce) to ensure that patient populations enrolled in Regeneron-sponsored clinical trials represent more closely the diversity of people living with the particular disease.

Regeneron stayed true to its mission in 2021 and delivered not only for patients and communities, but also for shareholders by generating a total shareholder return of 32% and outperforming relevant industry indices and the broader market. Over the last decade, Regeneron’s total shareholder return exceeded 1,000%, a testament to our unwavering belief that staying focused on the science will yield strong long-term results for our shareholders.

Thank you for your continued support of Regeneron. We look forward to our ongoing engagement with you, including at the 2022 Annual Meeting of Shareholders.

Sincerely,

P. Roy Vagelos,	Bonnie L. Bassler,	Michael S. Brown,
M.D.,	Ph.D.	M.D.
Chair of the Board
N. Anthony Coles,	Joseph L. Goldstein,	Christine A. Poon
M.D.	M.D.
Arthur F. Ryan	George L. Sing	Marc Tessier-Lavigne,
		Ph.D.
Huda Y. Zoghbi, M.D.

REGENERON PHARMACEUTICALS, INC.

777 Old Saw Mill River Road

Tarrytown, New York 10591-6707

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The 2022 Annual Meeting of Shareholders of Regeneron Pharmaceuticals, Inc. (the “Company”) will be held on Friday, June 10, 2022, commencing at 10:30 a.m., Eastern Time, virtually via the Internet at www.virtualshareholdermeeting.com/REGN2022, for the following purposes:

The board of directors has fixed the close of business on April 12, 2022 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 Securities and Exchange Commission (the “SEC”), 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 21, 2022, 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 2021 annual report, and/or a form of proxy relating to the Annual Meeting. These materials are available free of charge. The Notice 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. Please visit our website at http://newsroom.regeneron.com for the most up-to-date information about the Annual 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 21, 2022

TABLE OF CONTENTS

TABLE OF CONTENTS (CONT.)

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^®,” “Inmazeb^®,” “Libtayo^®” (in the United States), “Praluent^®” (in the United States), “REGEN-COV^®,” Regeneron^®,” “Regeneron Genetics Center^®,” Veloci-Bi^®,” “VelociGene^®,” “VelocImmune^®,” “VelociSuite^®,” 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.

USERS’ GUIDE

PROXY DASHBOARD

GENERAL INFORMATION

MEETING AGENDA

		Matter		Board Vote Recommendation
1		Election of four Class I directors for a three-year term		FOR each director nominee
2		Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022		FOR
3		Advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in these proxy materials (say-on-pay)		FOR

See “General Information about the Meeting and Other Matters” starting on page 101 for questions and answers related to the annual meeting, how to vote, and other matters.

PROXY HIGHLIGHTS

BOARD RESPONSIVENESS IN 2021

In the last decade, we have actively and regularly engaged with our key shareholders to receive feedback on many important areas including governance, compensation, and corporate responsibility matters. Following the 2021 annual shareholder meeting, once again our board of directors and senior management team embarked on an extensive, in-depth engagement to gather insight into shareholder voting decisions at that meeting and to solicit feedback from key shareholders on compensation and governance matters. We reached out to shareholders collectively representing nearly 60% of the shares of the Company’s common stock, par value $0.001 per share (“common stock”), outstanding as of December 31, 2021 (excluding shares held by our directors and executive officers), which we refer to as “public shares.” This outreach resulted in one-on-one discussions with shareholders representing over 40% of our public shares. In addition, we engaged with the two largest proxy advisory firms.

We prioritized director participation in this outreach program, with the Chairs of our Compensation and Corporate Governance and Compliance Committees leading discussions comprising approximately 80% of the public shares engaged during our outreach as well as our discussions with the two largest proxy advisory firms. When appropriate, multiple meetings with the same shareholder were held in order to set an appropriate agenda and ensure complete and candid dialogue.

Our board has always viewed shareholder feedback as critical for its decision-making, and has taken several actions over the years that are aligned with the investor feedback received. The feedback we received in 2021 was again an important factor in board and committee discussions, which led to several actions as listed in the table below. For more information on other actions taken in response to shareholder feedback over the last five years, please see the subsection “Compensation-Related Matters–Compensation Discussion and Analysis–Compensation Processes–Shareholder Input and Outreach.”

Response to 2021 Shareholder Feedback

2021 BOARD ACTIONS EXPLAINED

Adopting Annual Say-on-Pay. The board considered various options in addressing the frequency of our say-on-pay votes and recognized the need to make a change in advance of the next say-on-pay frequency advisory vote, which will be required at the 2023 annual shareholder meeting. Ultimately, the board and the Compensation Committee determined that adopting annual say-on-pay effective as of the 2022 Annual Meeting would provide more regular shareholder input on compensation matters, was aligned with the overwhelming investor preference for an annual say-on-pay vote, and represented the most direct way the board could respond to shareholder feedback.

Reaffirmed Commitment to Issue No CEO/CSO Equity Awards Before December 2025. The board reaffirmed its commitment to grant no additional equity awards to our CEO and CSO until the end of fiscal year 2025. While this commitment was stated at the time of the grant, investors requested additional clarification and commitment that the 2020 PSU awards were in lieu of five years of annual equity grants (2020 through 2024).

Enhanced Disclosure. While the board believes it has maintained and continually refined robust governance practices and processes, shareholders requested, and the board acknowledged the need to provide, additional disclosure throughout this proxy statement to help investors better understand why such practices and processes were put in place and how they are utilized by the board in the fulfillment of its duties and responsibilities. Please refer to the table below to locate these enhanced disclosures within this proxy statement.

Topic		Section
	Board Structure and Leadership	•  Board Structure, Page 22 •  Board Leadership Structure–Separate Chair and CEO with Presiding Director, Page 25
	Board Composition and Refreshment	•  Meet the Board, Page 6 •  Director Refreshment Philosophy, Page 22
	Committee Functions and Responsibilities	•  Board Committees, Page 20
	Board Oversight of Drug Pricing Decisions/Access to Medicine	•  Board Oversight of Risk and Key Pricing Decisions, Page 25 •  Corporate Responsibility, Page 36
	Board Responsiveness to Shareholder Feedback	•  Shareholder Engagement Philosophy and Board Responsiveness, Page 27 •  Shareholder Input and Outreach, Page 74
	Executive Compensation	•  Reaffirmed Commitment to Issue No CEO and CSO Equity Awards Before December 2025, Page 71 •  Annual Cash Incentives, Page 63

We remain committed to continued engagement with shareholders to understand your viewpoints and better convey the board’s approach to corporate governance with the goal of ensuring independent oversight of management’s execution of our business strategy and the continued creation of sustainable shareholder value.

From Left: N. Anthony Coles, M.D. / Arthur F. Ryan / Michael S. Brown, M.D. /
George L. Sing / Bonnie L. Bassler, Ph.D. / Leonard S. Schleifer, M.D., Ph.D. /
P. Roy Vagelos, M.D. / George D. Yancopoulos, M.D., Ph.D. / Christine A. Poon /
Joseph L. Goldstein, M.D. / Huda Y. Zoghbi, M.D. / Marc Tessier-Lavigne, Ph.D.

2022 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

/  5

BOARD OF DIRECTORS

MEET THE BOARD

As the first substantive order of business at the 2022 Annual Meeting, you have an opportunity to vote on four members of our board of directors. This is the correct starting point not only because the board oversees Regeneron, but also because understanding the Regeneron board leads to a better understanding of the Company and its business model.

At Regeneron, we lead with science as we pursue our mission of repeatedly bringing important new medicines to patients living with serious diseases. Our business is built on investment in our deep scientific and technological capabilities, which drives 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: Seven of our 12 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 ensure diversity of thought, experience, attributes, and background, as demonstrated by the fact that three of our board’s current 12 members are women and four members are racially or ethnically diverse. While we have always strived to maintain gender and racial/ethnic diversity on the board, our continued commitment to diverse representation is demonstrated by the fact that each of the directors who has joined the board since 2016 is diverse by gender and/or race or ethnicity.

Gender and Racial/Ethnic Diversity

Director Skills Matrix

The board and the Corporate Governance and Compliance Committee seek to ensure that our directors as a group 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 board and the Committee also consider succession planning for board and committee chairs for purposes of continuity and to maintain relevant expertise and depth of experience.

The table below summarizes key qualifications, skills, or attributes most relevant to the decision to nominate the director to serve on the board of directors. A mark indicates a specific area of focus or expertise on which the board of directors relies most. The lack of a mark does not mean the director does not possess that qualification or skill. Each director biography below describes these qualifications and relevant experience in more detail. We believe the table below demonstrates the breadth and diversity of the collective experience, expertise, and skills of our board of directors.

NOMINEES FOR CLASS I DIRECTORS FOR ELECTION AT THE 2022 ANNUAL MEETING FOR A TERM EXPIRING AT THE 2025 ANNUAL MEETING¹

CLASS II DIRECTORS CONTINUING IN OFFICE
TERM EXPIRES AT THE 2023 ANNUAL MEETING

CLASS III DIRECTORS CONTINUING IN OFFICE
TERM EXPIRES AT THE 2024 ANNUAL MEETING

BOARD COMMITTEES

The board has a standing Audit Committee, Compensation Committee, and Corporate Governance and Compliance Committee, each of which is comprised entirely of independent directors. The Corporate Governance and Compliance Committee is responsible for reviewing and recommending for the board’s selection candidates to serve on our board of directors and for overseeing all aspects of the Company’s compliance program other than financial compliance. The board also has a standing Technology Committee, which provides direct oversight of our research and clinical development programs, plans, and policies. The board has adopted charters for the Audit Committee, Compensation Committee, Corporate Governance and Compliance Committee, and Technology Committee, current copies of which are available on our website at www.regeneron.com under the “Corporate Governance” heading on the “Investors & Media” page.

We show below information on the membership, key functions, and number of meetings of each board committee during 2021.

BOARD GOVERNANCE

BOARD STRUCTURE

Board Classes

Pursuant to the Company’s Certificate of Incorporation, the board of directors is divided into three classes, denominated Class I, Class II, and Class III, with members of each class holding office for staggered three-year terms. There are currently four members in each of Class I, Class II, and Class III. The respective terms of the directors expire (in all cases, subject to the election and qualification of their successors and to their earlier death, resignation, or removal) as follows:

Rationale for Board Structure

Regeneron continues to operate with the long-term outlook required to turn rigorous scientific research into important new medicines. To deliver on this mission, we manage our business for the long term and pursue our core strategy of creating and advancing a high-quality, internally developed product pipeline. We believe that the classified board structure aligns with this long-term orientation and has enabled the board to provide appropriate and expert oversight of management over the course of the development cycle of our products, which we believe ultimately drives the creation of sustainable shareholder value. Furthermore, we believe three-year terms enhance the independence of our non-employee directors by providing continuity of service and protecting them against potential pressures from special interest groups or others who might have an agenda contrary to the long-term interests of shareholders.

BOARD MEETINGS AND ATTENDANCE OF DIRECTORS

Board Meetings

The board held 9 meetings in 2021, of which five were regular and four were special meetings. The Regeneron Board of Directors 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.

Annual Shareholder Meetings

According to the Regeneron Board of Directors Corporate Governance Guidelines, board members are expected to attend the Company’s Annual Meeting of Shareholders. All of the directors attended our 2021 Annual Meeting of Shareholders.

DIRECTOR REFRESHMENT PHILOSOPHY

The Corporate Governance and Compliance Committee is responsible for ensuring that our board is comprised of highly qualified directors with diverse 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 Committee seeks to ensure that our board 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.

As part of its analysis to ensure the appropriate composition of the board, the Committee at least annually evaluates director performance. This analysis includes an assessment of the board members’ contributions, their continued activity in and knowledge of the healthcare industry, and ultimately whether they are effective in challenging and

providing independent oversight of management. In addition to ensuring adequate scientific expertise on the board, the Committee also assesses the continued relevance of the directors’ expertise and skills to the Company’s long-term strategy and goals. The Committee further evaluates the extent to which the directors continue to remain independent of management, with its evaluation focusing not only on applicable listing standards of the Nasdaq Stock Market LLC but also on whether the directors have a material link to the Company and management other than their board seat.

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.

To ensure a robust approach to director suitability, evaluation, and refreshment, the Committee has adopted refreshment mechanisms that include the following:

PROCEDURES RELATING TO NOMINEES; BOARD SUCCESSION PLANNING

The Corporate Governance and Compliance Committee will consider a nominee for election to the board of directors recommended by a shareholder of record 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 “Corporate Governance” heading on the “Investors & Media” page.

In considering potential candidates for the board of directors, the Corporate Governance and Compliance Committee considers 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; (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) possesses a diverse background and experience, including with respect to race, age, and gender; and (8) 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 individual’s independence, experience, skills, background, and diversity, including with respect to race, age, and gender, along with such other factors as it deems appropriate, given the current needs of the board and the Company to maintain a balance of knowledge, experience, and capabilities. When recommending a slate of director nominees each year, the Corporate Governance and Compliance Committee reviews the current composition of the board of directors in order to recommend a slate of directors who, with the continuing directors, will provide the board with the requisite diversity 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 “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. In addition, the Corporate Governance and Compliance Committee may consider candidates recommended by other directors, management, search firms, shareholders, or other sources. When conducting searches for new directors, the Corporate Governance and Compliance Committee will take reasonable steps to include diverse candidates in the pool of nominees and any search firm will affirmatively be instructed to seek to include diverse candidates. 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.

BOARD AND COMMITTEE SELF-ASSESSMENTS

On an annual basis, the board of directors, the Audit Committee, the Compensation Committee, and the Corporate

Governance and Compliance Committee conduct self-assessments to ensure effective performance and to identify opportunities for improvement. As the first step in the self-assessment process, 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 its findings and recommendations to the board of directors. The results of the assessments are then discussed by the board of directors and the respective committees 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

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.

SHAREHOLDER RIGHT TO CALL SPECIAL SHAREHOLDER MEETING

Regeneron’s charter documents give shareholders the 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 by shareholders.

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., Christine A. Poon, Arthur F. Ryan, George L. Sing, Marc Tessier-Lavigne, Ph.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 each of these relationships and determined that none of these relationships conflicted with the interests of the Company or would impair their independence or judgment. In accordance with our Corporate Governance Guidelines, the board conducts executive sessions of independent directors presided by the Chair of the Corporate Governance and Compliance Committee following 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, Messrs. Ryan and Sing and Dr. Coles, qualifies as an “audit committee financial expert” as that term is defined by SEC rules, and is independent as defined for audit committee members in the listing standards of The Nasdaq Stock Market LLC and SEC rules.

In addition, the board of directors has determined that each of the current members of the Compensation Committee, Ms. Poon, Mr. Sing, and Dr. Zoghbi, 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 LEADERSHIP STRUCTURE–SEPARATE CHAIR AND CEO WITH PRESIDING DIRECTOR

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. Since 1995, the board has separated the roles of the Chief Executive Officer and the Chair of the Board, with Dr. Vagelos serving as Chair and Dr. Schleifer serving as President and Chief Executive Officer. The board has determined that this leadership structure is appropriate for the Company at this time. This determination was based in part on Dr. Vagelos’s extensive leadership experience, business acumen, and deep understanding of the healthcare industry, as well as the fact that in the board’s view Dr. Vagelos is able to directly challenge senior management on both scientific and business matters. The perspectives gained from his extensive industry experience make Dr. Vagelos an invaluable resource to both the board and the management team and also allow him to effectively serve as a sounding board for the other directors.

Based on the way in which he executes his role as Chair, the board considers Dr. Vagelos to be an impartial director. However, given that Dr. Vagelos does not meet the independence requirements set forth in the listing standards of the Nasdaq Stock Market LLC, and to enable even more robust independent oversight, Mr. Ryan, independent director and Chair of the Corporate Governance and Compliance Committee, serves as Presiding Director and chairs all executive sessions of independent directors. The board believes that this governance arrangement bolsters the board’s leadership structure and independent oversight of management.

BOARD OVERSIGHT OF RISK AND KEY PRICING DECISIONS

The board executes its oversight responsibility for risk management directly and through its committees, as follows:

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 on drug pricing strategies, practices, and trends. See “The Company–Corporate Governance–Corporate Responsibility” for more information.

EXECUTIVE COMPENSATION PROCESSES AND PROCEDURES; ROLE OF COMPENSATION CONSULTANTS

The Compensation Committee is responsible for overseeing the Company’s general compensation objectives and programs. We describe below under “Compensation-Related Matters—Compensation Discussion and Analysis—Compensation Processes” the role of the Compensation Committee, as well as the role of our executive officers, in decisions regarding executive compensation (particularly with respect to our Named Executive Officers (as defined below under “Compensation-Related Matters—Compensation Discussion and Analysis”)).

The Compensation Committee has the sole authority to retain its own third-party compensation consultants, and has utilized the services of Pay Governance LLC since September 2021. In addition, prior to engaging Pay Governance LLC as its new compensation consultant, the Compensation Committee utilized the services of Frederic W. Cook & Co., Inc. (“Frederic W. Cook & Co.”) in the earlier part of 2021. Advice and recommendations provided by Pay Governance LLC in 2021 related to both executive compensation (discussed in the section “Compensation-Related Matters” below) and director compensation matters (discussed in the subsection “Compensation of Directors” below). As discussed further below, the Corporate Governance and Compliance Committee has adopted a policy requiring the annual review of non-employee director compensation by an independent compensation consultant and separately engaged Pay Governance LLC for that purpose in 2021.

Management also retains another compensation consultant for its own use. In 2021, management used the services of Radford, a compensation consultant focused on the technology and life sciences sectors. Radford provided various consulting services to us, 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 ENGAGEMENT PHILOSOPHY AND BOARD RESPONSIVENESS

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. In the past several years, the board and management have conducted regular and extensive outreach. 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 the Chairs of our Compensation and Corporate Governance and Compliance Committees have led many of these discussions. We also routinely engage with our shareholders through regular investor-relations channels, industry and corporate governance conferences, and informal exchanges in other settings.

Regeneron’s Longstanding Commitment to Shareholder Engagement

Our active outreach program solicits and gathers feedback on a broad range of matters, including but not limited to board structure and composition, executive compensation, shareholder rights, and corporate responsibility and other ESG topics. The feedback received is a key input in board and relevant committee discussions, and has consistently been a significant driver of actions taken over the last several years. We are proud of our track record of taking actions in response to shareholder input in 2021 and prior years, as described in the section “Compensation Related Matters–Compensation Discussion and Analysis–Compensation Processes–Shareholder Input and Outreach.”

COMPENSATION OF DIRECTORS

OVERVIEW

The general philosophy we have applied to compensation of our non-employee directors and the Chair of the Board 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 matters are subject to annual review. The Corporate Governance and Compliance Committee makes recommendations to the board of directors regarding, and the board of directors determines, the compensation of non-employee directors. The Corporate Governance and Compliance Committee evaluates the appropriate level and form of compensation for non-employee directors and recommends changes to such compensation to the board of directors when appropriate. 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, expertise, and demands on our directors, practices of similar companies in the biotechnology industry (including the Peer Group²), and any comparative information provided by independent compensation consultants. In addition, since November 2018, the Corporate Governance and Compliance Committee has required the annual review of non-employee director compensation by an independent compensation consultant, and engaged Pay Governance LLC for this purpose in 2021.

The process governing the compensation arrangements of the Chair of the Board is described under “Compensation Arrangements of the Chair of the Board of Directors” below.

The current compensation program for our non-employee directors and the Chair of the Board (which has been effective for our non-employee directors and the Chair of the Board since January 2019 and December 2018, respectively, and is further described below) is referred to in this section as the “Current Compensation Program.”³

NON-EMPLOYEE DIRECTOR COMPENSATION PHILOSOPHY

Our philosophy for non-employee director compensation is simple: to attract the most highly qualified directors with a diverse skillset who will serve as stewards of the Company’s long-term prospects and scientific focus. With this in mind, our non-employee director 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 RSUs) for our non-employee directors. This feature of the Current Compensation Program 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 2021, 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 chair of each standing committee received an additional annual retainer of $10,000. Compared to cash compensation of non-employee directors in our Peer Group, the 2021 annual retainer for board service was below the median and the additional retainers provided to our committee chairs were at or below the median.⁴

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 of $5,000 per director or employee.

ANNUAL EQUITY AWARDS

2021 and 2022 Equity Awards

The January 2021 and January 2022 annual equity awards to our non-employee directors were made in accordance with the Current Compensation Program and complied with the respective limits imposed by the Second Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan and the Settlement.

With respect to each of the January 2021 and January 2022 annual equity awards, the board of directors (upon the recommendation of the Corporate Governance and Compliance Committee) determined that the targeted aggregate grant date fair value of such 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 2021 annual equity awards to our non-employee directors are shown in the table below. On January 3, 2022, each of the then-serving nine non-employee directors received an equity award comprised of stock options representing 2,707 shares of common stock (with a grant date fair value of $480,539) and 191 RSUs (with a grant date fair value of $119,490). The aggregate grant date fair value of the January 2022 equity awards was $600,029 per non-employee director.

Similar to the process undertaken in respect of the January 2021 annual equity awards, the Corporate Governance and Compliance Committee recommended the approval of, and the board of directors approved, the terms of the January 2022 annual equity awards after consideration of the review, analysis, and recommendations of its 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, Regeneron’s non-employee director compensation philosophy (including its emphasis on long-term incentives), and the terms of the Settlement.

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.

To the extent they remain unvested and outstanding, 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.

To the extent they remain unvested and outstanding, 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 a non-employee director; 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.

COMPENSATION ARRANGEMENTS OF THE CHAIR OF THE BOARD OF DIRECTORS

On December 31, 1998, we entered into an employment agreement with the Chair of the board of directors, Dr. Vagelos. Pursuant to the terms of his employment agreement, Dr. Vagelos receives an annual salary of $100,000 as a non-officer employee.

Under the Current Compensation Program, Dr. Vagelos receives an annual equity award with an aggregate grant date fair value equal to 10 times the aggregate grant date fair value of the corresponding non-employee director annual award. In December 2021, the Compensation Committee determined that stock options and RSUs would comprise 80% and 20% of the 2021 annual equity award to Dr. Vagelos, respectively, and set the targeted aggregate grant date fair value of such award at (but no more than) ten times the aggregate grant date fair value of the corresponding annual equity award for our non-employee directors. As in prior years, Dr. Vagelos’s 2021 annual equity award reflects, among other things, the key contributions that Dr. Vagelos makes as the Company continues to gain momentum as a fully integrated biotech company with multiple class-leading products, as well as Dr. Vagelos’s crucial role as a trusted advisor to the CEO, other senior managers, and the non-employee directors (as described further in the subsection “Board Governance—Board Leadership Structure—Separate Chair and CEO with Presiding Director” above). It is also designed to incentivize further contributions.

The 2021 stock option award granted to Dr. Vagelos vests ratably over four years subject to his continued service and contains change-of-control provisions consistent with those described above for equity grants to non-employee directors. The 2021 RSU award granted to Dr. Vagelos vests 50% on the second anniversary of the date of grant and 50% of the fourth anniversary of the date of grant and contains change-of-control provisions consistent with those described above for equity grants to non-employee directors. In addition, the award agreements relating to Dr. Vagelos’s equity awards granted in 2018-2021 provide that each such award will continue to vest in accordance with the terms of the applicable award agreement following his qualified retirement (as defined in the applicable Company policy; Dr. Vagelos currently meets the policy requirement).

The following table and explanatory footnotes provide information with respect to compensation paid to Dr. Vagelos and each non-employee director for their service in 2021 in accordance with the policies, plans, and employment agreement described above:

Director Compensation

PROPOSAL 1

ELECTION OF DIRECTORS

The board of directors, upon the recommendation of the Corporate Governance and Compliance Committee, has nominated for election at the 2022 Annual Meeting Bonnie L. Bassler, Ph.D., Michael S. Brown, M.D., Leonard S. Schleifer, M.D., Ph.D., and George D. Yancopoulos, M.D., Ph.D., as Class I Directors for a three-year term expiring at the 2025 Annual Meeting.

The board of directors unanimously recommends a vote FOR the election of each of these nominees.

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2022 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

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 12, 2022 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., 69, founded the Company in 1988, has been a director and its President and Chief Executive Officer since its inception, and 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 34 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., 62, 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 on the board since 2001. 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 nine FDA-approved drugs the Company has developed, EYLEA, Praluent, Dupixent, Kevzara, Libtayo, Evkeeza, Inmazeb, ZALTRAP, and ARCALYST, as well as of its foundation technologies, including the TRAP technology, VelociGene®, and VelocImmune®.
	Christopher Fenimore, 51, has been Senior Vice President, Controller since January 2021. He previously served as Vice President, Controller from March 2017 to December 2020, as Vice President, Deputy Controller from January 2017 to March 2017, and as Vice President, Financial Planning from January 2012 to December 2016. Prior to joining the Company in 2003, he was Vice President, Finance at Mojave Therapeutics, Inc. Mr. Fenimore’s prior experience includes working as a supervising senior accountant at KPMG, as well as healthcare industry-focused venture capital and investment banking roles. 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. Mr. Fenimore is a Certified Public Accountant in the State of New York.
	Robert E. Landry, 58, has been Executive Vice President, Finance since January 2019 and Chief Financial Officer since October 2013. From September 2013 to December 2018, he served as Senior Vice President, Finance. Previously, Mr. Landry served as Senior Vice President, Treasurer, at Pfizer Inc. from October 2012 to August 2013 and Senior Vice President – Finance, Pfizer’s Diversified Business, from October 2009 to October 2012. Prior to those roles, Mr. Landry held a number of positions at Wyeth, which was acquired by Pfizer Inc. in October 2009, including Treasurer and Principal Corporate Officer from 2007 to 2009, Director of Pharmaceutical Marketing and Sales of Wyeth’s Australian affiliate from 2006 to 2007, and Chief Financial Officer of Wyeth’s Australian and New Zealand affiliates from 2004 to 2006. Mr. Landry holds a B.B.A. in Accounting from the University of Notre Dame.

CORPORATE 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	2022*
Size of Board	12
Number of Independent Directors	9
Number of Female Directors	3
Number of Directors Diverse by Race or Ethnicity	4
Separate Chair and Chief Executive Officer
Majority Voting in the Election of Directors
Director Resignation Policy
Number of Meetings of the Board of Directors Held in 2021	9
Executive Sessions of Independent Directors without Management Present
Independent Presiding Director
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

* As of April 12, 2022.

While the Company has dual-class stock, no new shares of Class A stock, par value $0.001 per share (“Class A stock”), have been issued since our initial public offering in 1991, and the number of shares of Class A stock outstanding has been steadily decreasing since that time, from 10.9 million to 1.8 million as of the record date for the 2022 Annual Meeting.

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 links to this code on our website at www.regeneron.com under the “Corporate 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.

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 2017, the Corporate Governance and Compliance Committee, at the request of the board of directors, commenced a multi-year formal succession planning and talent review, which includes succession planning for the CEO and other senior management positions and incorporates diversity, equity, and inclusion (“DEI”) considerations as a strategic priority. From 2018 through 2021, 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. Implementation of the succession planning and talent review plan has continued in 2022.

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.

CORPORATE RESPONSIBILITY

Regeneron’s mission is to use the power of science to repeatedly bring new medicines to patients. We are committed to operating responsibly, communicating transparently about our impacts, and engaging all stakeholders in our mission. We strive to “Do Well by Doing Good,” which is central to our approach to corporate responsibility. We disclose detailed information about significant corporate responsibility matters in our annual responsibility reports and Task Force for Climate-related Financial Disclosures (“TCFD”) reports.

Our board of directors and management team focus closely on 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, partners, suppliers, and local communities. The charter of the board’s Corporate Governance and Compliance Committee expressly delegates board oversight of corporate responsibility to the Committee. Under our Corporate Governance Guidelines, the Corporate Governance and Compliance Committee is also responsible for overseeing the Company’s key corporate responsibility initiatives, including those expected to have a significant impact on the Company’s ability to deliver sustained growth. The Committee also conducts an annual review of ESG matters. Management, who has the responsibility for formulating and implementing such initiatives and matters, has established for these purposes a Responsibility Committee comprised of cross-functional business leaders.

Our responsibility strategy centers on three focus areas:

As shown below, our global 2025 responsibility goals (announced in 2020 in our 2019 Responsibility Report) span across these three areas, focusing on the environmental and social issues that we believe are most significant to our business and stakeholders.

2025 GLOBAL RESPONSIBILITY GOALS

In 2021, we made significant progress toward achieving many of these responsibility goals. Select highlights within each focus area are summarized below, and a detailed discussion of our progress in 2021 is included in our 2021 Responsibility Report.

Our responsibility efforts and results across these focus areas have garnered recognitions. For example, in 2021, we were included in the Dow Jones Sustainability World Index for the third year in a row and the Dow Jones Sustainability North America Index for the second year in a row. These global and regional indices are comprised of corporate leaders in ESG practices.

We have also continued to enhance our responsibility reporting. Our 2021 Responsibility Report continues to align with the Sustainability Accounting Standards Board (“SASB”) framework and for the first time was prepared in accordance with the Global Reporting Initiative (“GRI”) Standards Core option. In 2022, we also published on our website our second annual TCFD report on Regeneron’s climate-related risks and opportunities.

Improve the lives of people with serious diseases. As a science-focused company, we operate Regeneron with the long-term outlook required to turn rigorous scientific research into important new medicines. All nine of our approved medicines and almost all of the product candidates in our clinical pipeline are homegrown – discovered in Regeneron’s labs using our industry-leading, proprietary technologies. Our support for patients extends beyond the labs to disease education and awareness efforts, product support services, and our commitment to drug access and responsible pricing. We strive to make thoughtful and well-informed pricing decisions with fairness and affordability in mind and are guided in this endeavor by our board of directors, which is closely involved in and provides oversight of all key pricing determinations. 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 on drug pricing strategies, practices, and trends.

In 2021, our commitment to improving lives was highlighted by delivering millions of doses of REGEN-COV to help in the fight against COVID-19; securing regulatory approvals for Evkeeza, a first-in-class medicine for the treatment of an ultra-rare, inherited form of high cholesterol, as well as several new indications for existing products; and making significant progress in our product pipeline of more than 30 product candidates. We are proud of these scientific accomplishments and the potentially life-changing benefits they can deliver to patients.

We are dedicated to making sure our medicines are available to everyone who needs them, including those in low- and middle-income countries (“LMICs”). For example, since 2018, we have worked with the World Health Organization, U.S. Food and Drug Administration (“FDA”), and other global organizations to offer Inmazeb under a compassionate use protocol in response to Ebola outbreaks in affected African countries. We have an executive-sponsored Inmazeb access working group and we proactively engage public health agencies, non-governmental agencies, and others in our industry to ensure continued access to Inmazeb in LMICs. Similarly, we are collaborating with Roche to increase global supply of REGEN-COV and together we continue to engage with the U.S. Biomedical Advanced Research Development Authority, public health organizations, and non-governmental agencies to facilitate access in LMICs in the event of future variants for which REGEN-COV might have utility.

Foster a culture of integrity and excellence. Regeneron’s unique culture makes us who we are. Our culture includes our science-led mindset, our high ethical standards, and our unwavering focus on solving big, complex problems. As we continue to grow, we remain committed to making significant investments to attract and retain top talent and promote DEI within our workforce and our communities.

The well-being of our employees is a primary focus. In response to the COVID-19 pandemic, we implemented changes in our business beginning in March 2020 to protect our employees and support appropriate health and safety protocols, such as work-from-home policies for a significant portion of our employees, increased physical distancing in workspaces, and regular testing. As the dynamics of the pandemic continue to evolve, we have adjusted our approach based on public health guidance and local community case rates. We have also established a workforce reintegration plan to facilitate our large-scale return to office, which is underway. The reintegration plan includes safety measures and procedures in compliance with local, state, and federal/national mandates.

We also continue to advance our commitment to DEI. In 2021, we hired our Chief DEI Officer; launched a DEI strategy focused on creating a better workplace, better science, and better world; and implemented a new governance model that includes both an executive DEI council and a DEI leadership council. We seek to embed DEI across our business. For example, we have an executive-sponsored, DEI clinical trial taskforce to help ensure that our clinical trials represent the people who are most likely to benefit from the drug under investigation if it is approved. In addition, to increase access to clinical trials, we utilize DEI principles in making clinical trial decisions, such as the design and selection of sites. Our board of directors received a detailed update on our DEI efforts in 2021 and continues to monitor our progress. We continue to share our DEI progress and metrics in our 2021 Responsibility Report and publish consolidated EEO-1 data (data from annual reports submitted to the U.S. Equal Employment Opportunity Commission) on our website.

We are equally committed to conducting our business responsibly and ethically. This is demonstrated through the range of policies, practices, and initiatives we have implemented, encompassing areas such as compliance, responsible sales and marketing, ethical clinical trials, responsible supply chain, and product quality and safety.

Build sustainable communities. We believe that our role in creating a healthier world extends beyond creating life-transforming medicines to building a healthy living environment. In 2019, in connection with the selection of our 2025 responsibility goals, we set ambitious medium- and longer-term environmental sustainability targets. We report on our continued progress toward these goals and targets in our Responsibility Reports.

We also strengthen our communities through strategic philanthropic investments, product donations, and the power of our employees’ talents and time. We are a long-standing supporter of science, technology, engineering and math (“STEM”) education, and make major philanthropic investments to inspire and celebrate future scientific innovators, including our ten-year, $100-million commitment to the Regeneron Science Talent Search, the nation’s most prestigious pre-college science and mathematics competition; and our five-year, $24-million commitment to the Regeneron International Science and Engineering Fair, the world’s largest pre-college science and engineering competition, which commenced in 2020. Over the past two years, we have provided STEM experiences to roughly 1.2 million students, putting us on track to achieve our goal of reaching 2.5 million STEM students by 2025.

In 2021, despite the continued personal challenges of the COVID-19 pandemic, our employees mobilized to give back to our communities. Approximately 42% of Regeneron worldwide employees volunteered a total of more than 19,000 hours to non-profit organizations through our volunteer programs, including our fifth annual Day for Doing Good.

We are proud to have been named to the Civic 50 for the fifth consecutive year. The Civic 50 recognizes the most community-minded companies in the United States.

For more information about our responsibility efforts and results, please refer to the 2021 Responsibility Report available on our website.

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, executive officers, and other senior executives, as shown below.

DELINQUENT SECTION 16(a)
REPORTS

Based solely upon a review of reports filed pursuant to Section 16(a) of the Exchange Act furnished to the Company during or in respect of the fiscal year ended December 31, 2021 and written representations from reporting persons, the Company is not aware of any director, executive officer, or beneficial owner of more than 10% of our common stock who has not filed on a timely basis any report required by such Section 16(a), other than as noted below.

Due to administrative oversight, one transaction exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereof consisting of payment of exercise price and tax liability by delivering to, or withholding by, the Company securities incident to the exercise of a stock option for Mr. Fenimore was not reported timely, resulting in one Form 4 not having been filed for him on a timely basis.

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, more than 5% holder 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, are 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 are 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

Stanford University

Effective September 1, 2016, Dr. Tessier-Lavigne became the President of Stanford University. In 2021, we made payments to Stanford University of approximately $141,000 in the aggregate relating primarily to (i) a medical education fellowship grant and (ii) services provided in connection with a clinical trial entered into in the ordinary course of business. In 2022 through the end of the first quarter, we made a payment to Stanford of $5,000 consisting of a contractual royalty payment.

OTHER

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 Amended and Restated 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 Amended and Restated By-Laws, and the New York Business Corporation Law, we may also advance expenses of the individuals entitled to indemnification.

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, 2022. PricewaterhouseCoopers LLP (or its predecessor) has audited the Company’s financial statements for the past 33 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 has been selected beginning with the fiscal year 2022 audit. Additionally, in order to ensure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the Company’s independent registered public accounting firm.

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 2022 be submitted for ratification by the shareholders at the 2022 Annual Meeting. Shareholder ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2022 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 2022, 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 2022 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 2022 Annual Meeting.

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, 2021 and 2020 were:

Audit Fees. Audit fees in 2021 and 2020 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, and reviews of the Company’s quarterly financial statements included in its Form 10-Q filings.

Audit-Related Fees. Audit-related fees in 2021 were for professional services in connection with the planned liquidation of certain of the Company’s subsidiaries and the filing of a registration statement on Form S-3. Audit-related fees in 2020 were for professional services rendered in connection with a secondary offering of our common stock by Sanofi, the issuance and sale of senior notes, and the filing of a registration statement on Form S-8.

Tax Fees. Tax fees in 2021 and 2020 were for tax planning and advisory services.

All Other Fees. All other fees in 2021 and 2020 were for annual subscriptions to accounting resources.

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 has approved a general provision of $75,000 for accounting advisory and other permissible consulting engagements. Management is responsible for notifying the Audit Committee of the status of accounting advisory and other permissible consulting engagements at regularly scheduled Audit Committee meetings and, if the Audit Committee so determines, the general provision is replenished to $75,000. 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 2021 or 2020.

AUDIT COMMITTEE REPORT

We have reviewed the audited financial statements of the Company for the year ended December 31, 2021, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, 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, 2021 be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 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, 2022. 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.
Arthur F. Ryan

PROPOSAL 2

RATIFICATION OF
APPOINTMENT
OF INDEPENDENT
REGISTERED PUBLIC
ACCOUNTING FIRM

The board of directors unanimously 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, 2022.

SHAREHOLDERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of April 12, 2022, 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 initial public offering in 1991. 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 1,818,146 shares of Class A stock and 108,028,048 shares of common stock outstanding as of April 12, 2022, 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 12, 2022 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, PSUs, 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 12, 2022 or are exercisable or releasable within sixty days after April 12, 2022 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.