UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.     )

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REGENERON PHARMACEUTICALS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

2023 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

COMPANY LETTER TO SHAREHOLDERS

2022 was another productive year at Regeneron, marked by significant achievements that positioned us to reach more patients with our medicines while advancing our robust investigational pipeline and novel technologies. We are inspired by the incredible talent and dedication of our team who relentlessly pursue our mission of turning promising science into meaningful medicines. As we mark Regeneron’s 35^th year, we reflect on the fundamentals that have brought us to this point and look ahead with confidence that the best is yet to come.

We believe the business strategy we pursued for decades will continue to drive our future success: we consistently prioritize investment in Regeneron’s research capabilities, homegrown technologies, and high-performing team – and we continue to complement our internal capabilities with highly productive external collaborations. Our strong performance in 2022 represents the fruits of this strategy and fuels the virtuous cycle of continuous reinvestment into the research and development (“R&D”) engine that produced EYLEA^® (aflibercept) Injection, Dupixent^® (dupilumab), Libtayo^® (cemiplimab), and six other Regeneron medicines approved by the U.S. Food and Drug Administration (the “FDA”). This engine is also producing the medicines of the future, generating our clinical pipeline of over 30 distinct and largely homegrown assets, which we believe bodes well for our future prospects.

Looking ahead to 2023 and beyond, we expect to retain and grow our leadership positions in ophthalmology and allergic diseases while expanding our portfolio to include best-in-class oncology bispecific and costimulatory bispecific antibodies, as well as novel genetics medicine approaches such as CRISPR, gene silencing, and gene therapy.

In 2022, Regeneron, together with its collaborators, delivered record global net product sales of EYLEA, Dupixent, and Libtayo, contributing to full-year GAAP net income of $4.34 billion and total revenues of $12.17 billion. Total revenues grew 17% compared to 2021 when excluding contributions from our COVID-19 antibody cocktail REGEN-COV^®/Ronapreve™ (casirivimab and imdevimab).¹ In addition to investing nearly $3.6 billion in Regeneron’s R&D capabilities in 2022, we have continued to execute on our capital allocation strategy. In 2022, we invested approximately $1.3 billion in business development initiatives and returned significant value to our shareholders through share repurchases, with $2.1 billion of our common stock repurchased in 2022 and nearly $10 billion repurchased since 2019.

These strong financial results were driven by execution on the following three strategic imperatives.

Fortify our leadership in the treatment of retinal diseases:

2023 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

Maintain and grow Dupixent:

Advance our hematology/oncology portfolio:

Beyond delivering on these three strategic imperatives in 2022, we were also focused on building the next chapter of scientific leadership at Regeneron.

We made important progress in our human genetics research and genetics medicine technology efforts in 2022. The Regeneron Genetics Center^® (“RGC”) marked its tenth year and has built one of the largest and most diverse genomic biobanks in the world, yielding many actionable insights – another example of strategic reinvestment that has produced tangible benefits for our preclinical and clinical pipelines. In 2022, we announced that RGC scientists uncovered rare genetic loss-of-function mutations in the CIDEB gene that are associated with substantial protection from liver disease, including nonalcoholic steatohepatitis (“NASH”) and cirrhosis. Discoveries such as this open the door to potential new medicines for notoriously hard-to-treat diseases, whether via antibody therapeutics or other modalities.

Our Regeneron Genetics Medicine group is exploring such approaches through strategic collaborations. For example, in collaboration with Intellia Therapeutics, Inc., we are working to advance potentially groundbreaking applications of CRISPR technology. In 2022, interim results from an ongoing Phase 1 study of NTLA-2001 showed our CRISPR/Cas9 therapy has the potential to become the first single-dose, in vivo treatment to halt and even reverse the underlying cause of transthyretin (ATTR) amyloidosis. We are continuing to advance this program in 2023, as well as other genetics medicine projects, including those that explore gene silencing in hard-to-treat diseases such as NASH and Alzheimer’s disease.

Finally, while we have entered a new phase of the COVID-19 pandemic, the virus is still present and disproportionately affecting people who are immunocompromised. Since need remains, we continue to identify and study novel antibodies that may provide treatment for, and protection against, new strains. We are progressing a unique candidate that appears to neutralize all known variants of the COVID-19 virus by binding to a highly conserved epitope of the spike protein, and we hope to begin clinical trials this year.

In order to advance all this exciting work across the full drug discovery and development spectrum, we need a strong and committed team. We now have more than 12,000 dedicated employees across seven countries and are honored to be ranked once again among the top employers by Science magazine. We are particularly proud of our industry-leading Industrial Operations and Product Supply team, who emphasize continual improvement and teamwork to ensure our medicines are safe and available for patients around the globe. To keep up with this talented and growing workforce,

2023 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

we are taking steps to ensure we retain our nimble and innovative culture and to invest in our facilities, with a $1.8 billion project underway at our headquarters in Tarrytown, N.Y. and a new 350,000 square foot manufacturing facility in Rensselaer, N.Y.

Our employees do not just focus on getting things done, but care about how we do this – with precision, ingenuity, and the highest ethical standards. These priorities are consistent with our company motto of “Doing Well by Doing Good” and our company values and behaviors known as The Regeneron Way. We invite you to read more about our efforts to improve the lives of people with serious diseases, sustain our culture of integrity and excellence, and build sustainable communities in our 2022 Responsibility Report and our inaugural Diversity, Equity, and Inclusion (“DEI”) Annual Impact Report. Notably, we believe our DEI strategy to build a “Better Workplace, Better Science, Better World” provides a framework to cultivate talent, fuel discovery, and advance our business.

On a personal note from Roy, this will be my last letter to shareholders. I have had the privilege of serving as Chair for nearly three decades and watched with pride as Regeneron has transformed from a small biotechnology company with big ideas into a successful research-based biopharmaceutical company that improves the lives of millions of patients. I am confident that the Company under the leadership of Len, George, and Christine Poon, who will assume the role of lead independent director, will continue to bring forward value to society and shareholders.

Collectively, we remain assured in our near- and long-term growth prospects, with an increasingly diverse commercial portfolio reaching new patients and geographies, clinical trial initiations expected for numerous new therapeutic candidates, and one of the most innovative R&D engines in the industry. In our 35^th year, we are proud to say that Regeneron is extremely well positioned to continue executing on our mission and delivering breakthroughs for patients and healthcare professionals around the world.

Sincerely,

P. Roy Vagelos, M.D.,	Leonard S. Schleifer, M.D., Ph.D.,	George D. Yancopoulos, M.D., Ph.D.,
Chair of the Board	President and Chief Executive Officer	President and Chief Scientific Officer

2023 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

2023 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

REGENERON PHARMACEUTICALS, INC.
777 Old Saw Mill River Road
Tarrytown, New York 10591-6707

The 2023 Annual Meeting of Shareholders of Regeneron Pharmaceuticals, Inc. (the “Company”) will be held on Friday, June 9, 2023, commencing at 10:30 a.m., Eastern Time, virtually via the Internet at www.virtualshareholdermeeting.com/REGN2023, for the following purposes:

The board of directors has fixed the close of business on April 11, 2023 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, 2023, 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 2022 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, 2023

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TABLE OF CONTENTS

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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^®”, “Praluent^®” (in the United States), “REGEN-COV^®,” Regeneron^®,” “Regeneron Genetics Center^®,” “VelociGene^®,” “VelocImmune^®,” and “ZALTRAP^®” are trademarks of Regeneron Pharmaceuticals, Inc. (“Regeneron”). This proxy statement refers to products marketed or otherwise commercialized by Regeneron, its collaborators, and other parties. Consult the product label in each territory for specific information about such products.

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USERS’ GUIDE

PROXY DASHBOARD

	Matter	Board Vote Recommendation
1	Election of four Class II 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, 2023	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
4	Advisory vote on the frequency of future say-on-pay votes (say-on-frequency)	Every ONE year
5	Non-binding shareholder proposal, if properly presented	AGAINST

See “General Information about the Meeting and Other Matters” starting on page 110 for questions and answers related to the annual meeting, how to vote, and other matters.

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PROXY HIGHLIGHTS

As you review this year’s proposals, we encourage you to consider our compensation and governance practices in light of our track record of long-term shareholder value creation and delivering on our mission of repeatedly bringing important new medicines to patients living with serious diseases.

Shareholder value creation over the last decade driven by relentless innovation and product pipeline progress

DME = diabetic macular edema; DR = diabetic retinopathy; LDL-C = low-density lipoprotein cholesterol; AD = atopic dermatitis; RA = rheumatoid arthritis; CSCC = cutaneous squamous cell carcinoma; CRSwNP = chronic rhinosinusitis with nasal polyposis; EUA = Emergency Use Authorization from FDA; FDA = U.S. Food and Drug Administration; HoFH = homozygous familial hypercholesterolemia; NSCLC = non-small cell lung cancer; BCC = basal cell carcinoma; EoE = eosinophilic esophagitis; and PN = prurigo nodularis. Consult the product label in each approved territory for specific information about such products and indications.

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In the last decade, we have actively and regularly engaged with our shareholders to receive feedback on many important areas including governance, compensation, and corporate responsibility matters. Shareholder feedback is discussed with management and, depending on the topic, relayed for consideration to the appropriate committee of the board of directors (typically the Compensation Committee or the Corporate Governance and Compliance Committee), the full board, or both. In recent years, shareholder input resulted in specific changes to our compensation and corporate governance practices and policies. For example, after careful consideration of shareholder feedback following the 2021 annual shareholder meeting, in 2022 our board of directors voluntarily changed the frequency of our say-on-pay votes from every three years to every year.

Since the 2022 annual shareholder meeting, we reached out to shareholders collectively representing over 60% of the public shares (i.e., shares of common stock outstanding as of December 31, 2022, excluding shares held by our directors and executive officers). This outreach resulted in one-on-one discussions with shareholders representing nearly 50% of our public shares.

 

Our 2022 outreach built on an active outreach program in prior years and focused on, among other matters:

•

the board’s director refreshment efforts, including how the recent election of Dr. Thompson is consistent with the board’s director refreshment philosophy (discussed further in the subsection “Board of Directors—Board Governance—Director Refreshment Philosophy”);

•

the Company’s classified board structure, including relevant considerations unique to the Company and its long-term orientation (discussed further in the subsection “Board of Directors—Board Governance—Board Structure”);

•

the Company’s dual-class capital structure, including relevant mitigating factors such as the steady decline in the number of shares of Class A stock outstanding since the Company’s initial public offering (“IPO”) and the relatively low percentage of overall votes controlled by the Class A shareholders, particularly when compared to other founder-led companies (discussed further in the subsection “The Company—Corporate Governance—Capital Structure”); and

•

investor views of the newly mandated “pay-versus-performance” disclosure (which we provide in the subsection “Compensation Dashboard—Additional Compensation Information—Pay Versus Performance”).

We had meaningful and candid discussions about these and other corporate governance topics in 2022, and the feedback received from shareholders was discussed in detail at the board level and has already shaped the recent meeting agenda and discussion in the boardroom. For example, as described further in the subsection “Board of Directors—Board Governance—Board Structure,” 2022 shareholder feedback led the Corporate Governance and Compliance Committee to request, review, and discuss a detailed analysis of the costs and benefits of the Company’s classified board structure in order to facilitate the Committee’s continued consideration of this feature of Regeneron’s governance. 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.

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MEET THE BOARD

As the first substantive order of business at the 2023 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: Eight of our 13 directors are members of the National Academy of Sciences, and our board includes two Nobel laureates and holders of many scientific awards.  In addition, the board includes individuals with experience building shareholder value through all stages of corporate development. Various members also bring substantial governance, financial, policy, and management expertise gained from their professional backgrounds and their service on other boards.

The board’s composition also reflects our commitment to ensure diversity of thought, experience, attributes, and background, as demonstrated by the fact that three of our board’s current 13 members are women and four members are racially or ethnically diverse. The following Board Diversity Matrix sets forth certain diversity information as self-reported by the current members of the board.

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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.

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Director since: 1991 Age: 82 Independent
Board and Committee Membership—2022 Attendance
Board of Directors:	7/7
Corporate Governance and Compliance Committee:	5/5
Technology Committee:	2/2
Regeneron Securities Beneficially Owned as of April 11, 2023
Common Stock:	5,000
Options:	3,537
Restricted Stock Units (“RSUs”):	1,153

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Director since: 2010 Age: 70 Independent
Board and Committee Membership—2022 Attendance
Board of Directors:	7/7
Compensation Committee (Chair): Corporate Governance and Compliance Committee:	12/12   5/5
Regeneron Securities Beneficially Owned as of April 11, 2023
Common Stock:	790
Options:	62,894
RSUs:	1,153

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Director since: 2022 Age: 70 Independent
Board and Committee Membership—2022 Attendance*
Board of Directors:	2/2
Technology Committee:	1/1
* Dr. Thompson was elected as a member of the board and the Technology Committee effective October 3, 2022.
Regeneron Securities Beneficially Owned as of April 11, 2023
Common Stock:	0
Options:	2,399
RSUs:	207

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Director since: 2016 Age: 68 Independent
Board and Committee Membership—2022 Attendance
Board of Directors:	6/7
Compensation Committee:	11/12
Technology Committee:	2/2
Regeneron Securities Beneficially Owned as of April 11, 2023
Common Stock:	0
Options:	27,289
RSUs:	1,153

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Director since: 2017 Age: 62 Independent
Board and Committee Membership—2022 Attendance
Board of Directors:	6/7
Audit Committee:	8/9
Regeneron Common Stock Beneficially Owned as of April 11, 2023
Common Stock:	11
Options:	3,537
RSUs:	1,153

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Director since: 2003 Age: 80 Independent
Board and Committee Membership—2022 Attendance
Board of Directors (Presiding Director):	7/7
Audit Committee:	9/9
Corporate Governance and Compliance Committee (Chair):	5/5
Regeneron Securities Beneficially Owned as of April 11, 2023
Common Stock:	17,800
Options:	3,537
RSUs:	1,153

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Director since: 1988 Age: 73 Independent
Board and Committee Membership—2022 Attendance
Board of Directors:	7/7
Audit Committee (Chair):	9/9
Compensation Committee:	12/12
Regeneron Securities Beneficially Owned as of April 11, 2023
Common Stock:	27,117
Options:	50,614
RSUs:	1,153

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Director since: 2011 Age: 63 Independent
Board and Committee Membership—2022 Attendance
Board of Directors:	7/7
Technology Committee:	2/2
Regeneron Securities Beneficially Owned as of April 11, 2023
Common Stock:	1,187
Options:	16,362
RSUs:	1,153

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Director since: 2016 Age: 60 Independent
Board and Committee Membership—2022 Attendance
Board of Directors:	7/7
Corporate Governance and Compliance Committee:	5/5
Technology Committee:	2/2
Regeneron Securities Beneficially Owned as of April 11, 2023
Common Stock:	0
Options:	20,945
RSUs:	1,153

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Director since: 1991 Age: 81 Independent
Board and Committee Membership—2022 Attendance
Board of Directors:	7/7
Corporate Governance and Compliance Committee:	5/5
Technology Committee (Chair):	2/2
Regeneron Securities Beneficially Owned as of April 11, 2023
Common Stock:	11,662
Options:	8,656
RSUs:	1,153

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Director since: 1988 Age: 70
Board and Committee Membership—2022 Attendance
Board of Directors:	7/7
Technology Committee:	2/2
Regeneron Securities Beneficially Owned as of April 11, 2023
Class A Stock:	1,726,565
Common Stock:	683,096
Options:	852,188

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Director since: 2001 Age: 63
Board and Committee Membership—2022 Attendance
Board of Directors:	7/7
Technology Committee:	2/2
Regeneron Securities Beneficially Owned as of April 11, 2023
Class A Stock:	42,750
Common Stock:	1,222,370
Options:	795,799

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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, recent focus areas, and number of meetings of each board committee during 2022.

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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. In accordance with the requirements of New York law, Dr. Thompson was not assigned to any particular class upon his election by the board in October 2022 and, if he is elected by shareholders at the 2023 Annual Meeting, he will join Class II. 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:

On April 14, 2023, Dr. Vagelos, a Class II Director, notified the Company of his decision not to stand for re-election at the 2023 Annual Meeting. Following the 2023 Annual Meeting, subject to the election of the other Class II Directors nominated for reelection at the 2023 Annual Meeting, the board is expected to be comprised of 12 members equally apportioned among the classes. See the subsection “Board Leadership Structure” below for more information.

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. In response to shareholder feedback, in January 2023 the Corporate Governance and Compliance Committee requested, reviewed, and discussed a detailed analysis of the costs and benefits of the Company’s classified board structure in order to facilitate the Committee’s continued consideration of this feature of Regeneron’s governance. Following this review, at present the board and the Committee continue to believe that the classified board structure aligns with the Company’s long-term orientation and enables the board to provide appropriate and expert oversight of management over the course of the development cycle of our products, which the board believes ultimately drives the creation of sustainable shareholder value. Furthermore, the board believes 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. The board and/or the Committee will periodically review and continue to consider whether the classified board structure aligns with the Company’s long-term strategic objectives.

Board Meetings

The board held 7 meetings in 2022, of which five were regular and two 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 in office at that time 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 2022 Annual Meeting of Shareholders.

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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. The Committee’s refreshment philosophy prioritizes skills that it considers important and desirable based on the Company’s current needs and business priorities, while recognizing that our board members must have predominantly science-based backgrounds to effectively provide robust, independent oversight of management. The Committee also works to ensure that various members of the board bring substantial governance, financial, policy, and management expertise gained from their professional backgrounds and their service on other boards.

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:

In 2022, Dr. Thompson was elected as a member of the board of directors. Dr. Thompson is a renowned healthcare business leader with exceptional senior executive experience and scientific expertise in multiple therapeutic areas, including oncology. His distinguished career, physician-scientist background, and expertise in oncology will be assets to the Company as we continue to expand our oncology footprint. Dr. Thompson was recommended for consideration by the Corporate Governance and Compliance Committee by a non-management director of the board.

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) should be recommended in light of such other factors as the Corporate Governance and Compliance Committee may determine from time to time.

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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.

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.

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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.

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.

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., Craig B. Thompson, M.D., and Huda Y. Zoghbi, M.D. These individuals are affiliated with numerous educational institutions, hospitals, charities, and corporations, as well as civic organizations and professional associations. The board of directors considered 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”).

The board of directors recognizes that one of its key responsibilities is to establish and evaluate an appropriate leadership structure for the board so as to provide effective oversight of management. The board of directors believes that a company’s board leadership structure should take into account relevant corporate governance and strategic considerations (such as board size and composition, director tenure, and experience of the management team) and that the board should maintain flexibility and adjust the leadership structure as appropriate.

Current Board Leadership Structure

Regeneron’s current board leadership structure (in effect since 1995) is based on the separation of 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 currently appropriate for the Company. 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

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able to directly challenge senior management on both scientific and business matters. The perspectives gained from his extensive industry experience have made Dr. Vagelos an invaluable resource to both the board and the management team and have also allowed him to effectively serve as a sounding board for the other directors.

Based on the way in which he has executed 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, an independent director and Chair of the Corporate Governance and Compliance Committee, currently serves as Presiding Director and chairs all executive sessions of independent directors (which generally follow each regularly scheduled board meeting). Mr. Ryan’s substantial leadership experience as a chief executive officer of leading companies in the banking and insurance industries, his extensive business experience and financial expertise, and his prior service as a director of several publicly traded companies have made him well suited to effectively serve as an additional layer of independent oversight.

The board believes that this governance arrangement has bolstered the board’s leadership structure and its goal of ensuring independent oversight of management’s execution of our business strategy and the continued creation of sustainable shareholder value.

Expected Future Board Leadership Structure

On April 14, 2023, Dr. Vagelos notified the Company of his decision not to stand for re-election at the 2023 Annual Meeting. On the same day, the board of directors adopted a board leadership succession plan, based on which the board plans to elect Drs. Schleifer and Yancopoulos as Co-Chairs of the Board to succeed Dr. Vagelos as Chair and to establish the role of Lead Independent Director (with Ms. Poon expected to be designated by the independent directors as the Lead Independent Director), each effective following the conclusion of the 2023 Annual Meeting. Pursuant to this board leadership succession plan, Drs. Schleifer and Yancopoulos will retain their roles as President and Chief Executive Officer and President and Chief Scientific Officer, respectively. In planning to elect Drs. Schleifer and Yancopoulos as Co-Chairs, the board of directors considered their incomparable knowledge and demonstrated leadership of the Company for over three decades, as well as the fact that Dr. Schleifer previously served as Chair of the Board from 1990 through 1994. The board also believes that their ability to speak as Co-Chairs of the Board as well as Presidents of the Company will provide strong unified leadership for the Company. In the board’s view, electing Drs. Schleifer and Yancopoulos as Co-Chairs, combined with a strong Lead Independent Director appointed by the independent directors, will provide balanced leadership and effective oversight of management and be in the best interest of the Company and its shareholders.

The board will continue to periodically evaluate and determine, with input from the independent directors, an appropriate leadership structure for the board so as to provide effective oversight of management.

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

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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 in 2022 utilized the services of Pay Governance LLC, an independent compensation consultant. Advice and recommendations provided by Pay Governance LLC in 2022 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.

Management also retains another compensation consultant for its own use. In 2022, management used the services of Radford (part of Aon Hewitt, a business unit of Aon plc), 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.

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

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director participation in our outreach, and our Presiding Director (who is also the Chair of our Corporate Governance and Compliance Committee) and the Chair of our Compensation Committee led many of these discussions as representatives of the board in recent years. 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 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 have a track record of taking actions in response to shareholder input, as described in the section “Compensation Related Matters—Compensation Discussion and Analysis—Compensation Processes—Shareholder Input and Outreach and the 2022 Say-on-Pay Vote Result.”

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The general philosophy we have applied to compensation of our non-employee directors and the current 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 has engaged Pay Governance LLC for this purpose since 2021.

The process governing the compensation arrangements of the current 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 current 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

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. There is significant competition within our industry for highly qualified directors, particularly those with distinguished scientific credentials (such as members of the National Academy of Sciences) and the caliber of science-based backgrounds that we seek in our board members from the industry. With this in mind, 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.

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In 2022, 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 2022 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.

2022 and 2023 Equity Awards

The January 2022 and January 2023 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 2022 and January 2023 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 2022 annual equity awards to our non-employee directors are shown in the table below. On January 3, 2023, each of the then-serving non-employee directors (other than Dr. Thompson) received an annual equity award comprised of stock options representing 1,929 shares of common stock (with a grant date fair value of $480,215) and 165 RSUs (with a grant date fair value of $119,772). The aggregate grant date fair value of the January 2023 equity awards to these directors was $599,987 per non-employee director. As a non-employee director newly elected effective October 3, 2022, Dr. Thompson received a prorated annual equity award on January 3, 2023 consisting of 477 options (with a grant date fair value of $118,750) and 40 RSUs (with a grant date fair value of $29,036). See “Equity Awards to New Directors” below for more information.

Similar to the process undertaken in respect of the January 2022 annual equity awards, the Corporate Governance and Compliance Committee recommended the approval of, and the board of directors approved, the terms of the January 2023 annual equity awards after consideration of the review, analysis, and recommendations of the Corporate Governance and Compliance Committee’s independent compensation consultant. Such analysis focused on, among other matters, the market practices of companies in our Peer Group, other relevant industry and market data points, 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).

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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.

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. The initial equity award to Dr. Thompson (shown in the table below) and his prorated January 2023 annual equity award (discussed above) were consistent with these guidelines.

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

Under the Current Compensation Program, Dr. Vagelos has received 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 2022, the Compensation Committee determined that stock options and RSUs would comprise 80% and 20% of the 2022 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 2022 annual equity award reflected, among other things, Dr. Vagelos’s key contributions as the Company had gained 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” above).

The 2022 stock option award granted to Dr. Vagelos vests ratably over four years and contains change-of-control provisions consistent with those described above for equity grants to non-employee directors. The 2022 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 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).

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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 2022 in accordance with the policies, plans, and employment agreement described above:

Director Compensation

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THE COMPANY

EXECUTIVE OFFICERS OF THE COMPANY

Our leadership team possesses deep and diverse industry knowledge, a passion for science, and a shared commitment to help transform lives. All officers of the Company are appointed annually and serve at the pleasure of the board of directors. The names, positions, ages, and background of the Company’s executive officers as of April 11, 2023 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., 70, 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 35 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., 63, 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, 52, 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, 59, 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.

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	Joseph J. LaRosa, 64, has been Executive Vice President, General Counsel and Secretary since January 2019. From September 2011 to December 2018, he served as Senior Vice President, General Counsel and Secretary. Before joining Regeneron, Mr. LaRosa was Senior Vice President, General Counsel, and Secretary at Nycomed US Inc. Mr. LaRosa’s prior experience includes working in a number of senior legal positions at Schering-Plough Corporation from 1993 to 2009, where he was a corporate officer and served most recently as Vice President, Legal Affairs, and a member of the Operations Management Team. Mr. LaRosa received his J.D. from New York University School of Law.
	Marion McCourt, 63, has been Executive Vice President, Commercial since January 2021. She previously served as Senior Vice President, Commercial from February 2018 to December 2020. From April 2017 until joining the Company, Ms. McCourt served as the Principal Operating Officer and the Chief Operating Officer and President of Axovant Sciences, Inc. Ms. McCourt previously served as chief operating officer of Medivation, Inc. from February 2016 until its acquisition by Pfizer Inc. in September 2016. Previously, Ms. McCourt worked at Amgen Inc., where she most recently served as a Vice President in U.S. Commercial Operations from February 2014 to January 2016. From May 2013 to January 2014, Ms. McCourt served as Vice President and General Manager at Amgen where she was responsible for the bone health and primary care business unit. From 2012 to 2013, she was Chief Operating Officer for AstraZeneca U.S., a division of AstraZeneca plc. Her responsibilities included oversight and leadership of all U.S. commercial functions, including medical affairs, business development, finance, human resources, legal, operations, and corporate affairs. During her 12-year tenure at AstraZeneca, Ms. McCourt was President and Chief Executive Officer of AstraZeneca Canada Inc. from 2011 to 2012 and also held various other roles at AstraZeneca Pharmaceuticals LP, a subsidiary of AstraZeneca plc. Ms. McCourt received her B.S. in Biology from Lafayette College.
	Andrew J. Murphy, Ph.D., 65, has been Executive Vice President, Research since January 2019. He previously served as Senior Vice President, Research, Regeneron Laboratories from January 2013 to December 2018, as Vice President, Target Discovery from May 2005 to December 2012, as Vice President, Gene Discovery and Bioinformatics from January 2001 to May 2005, and Director of Genomics and Bioinformatics from May 1999 to December 2000. Dr. Murphy is a co-inventor of several of the Company’s key technologies, including VelociGene® and VelocImmune®, and continues to lead several technology centers and therapeutic focus areas. He received his B.S. in Molecular Biology at the University of Wisconsin, and his Ph.D. in Human Genetics from Columbia University, College of Physicians and Surgeons.
	Neil Stahl, Ph.D., 66, has been Executive Vice President, Research and Development since January 2015. He previously served as Senior Vice President, Research and Development Sciences from January 2007 to December 2014, as Senior Vice President, Preclinical Development and Biomolecular Sciences from December 2000 to December 2007, and as Vice President, Preclinical Development and Biomolecular Sciences from January 2000 to December 2000. He joined the Company in 1991. Before becoming Vice President, Biomolecular Sciences in 1997, Dr. Stahl was Director, Cytokines and Signal Transduction. Dr. Stahl received his Ph.D. in Biochemistry from Brandeis University.
	Daniel P. Van Plew, 50, has been Executive Vice President and General Manager, Industrial Operations and Product Supply since January 2016. From April 2008 to December 2015, Mr. Van Plew served as Senior Vice President and General Manager, Industrial Operations and Product Supply. Prior to that date, he served as Vice President and General Manager, Industrial Operations and Product Supply since joining the Company in 2007. From 2006 until 2007, Mr. Van Plew served as Executive Vice President, R&D and Technical Operations of Crucell Holland B.V., a global biopharmaceutical company. Between 2004 and 2006, Mr. Van Plew held positions of increasing responsibility at Chiron Biopharmaceuticals, part of Chiron Corporation, a biotechnology company, most recently as Senior Director, Vacaville Operations. From 1998 until 2004, Mr. Van Plew held various managerial positions in the health and life sciences practice at Accenture, Ltd., a management consulting business. Mr. Van Plew received his M.S. in Chemistry from The Pennsylvania State University and his M.B.A. from Michigan State University.

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CORPORATE GOVERNANCE

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	2023*
Size of Board	13
Number of Independent Directors	10
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 2022	7
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 11, 2023. On April 14, 2023, Dr. Vagelos notified the Company of his decision not to stand for re-election at the 2023 Annual Meeting. At the conclusion of the 2023 Annual Meeting, Dr. Vagelos’s term will expire and the size of the board is expected to be reduced to 12 members, 10 of which are independent. As described under “Board of Directors—Board Governance—Board Leadership Structure” above, on April 14, 2023, the board of directors adopted a board leadership succession plan based on which the board plans to elect Drs. Schleifer and Yancopoulos as Co-Chairs of the Board to succeed Dr. Vagelos as Chair and to establish the role of Lead Independent Director (with Ms. Poon expected to be designated by the independent directors as the Lead Independent Director), each effective following the conclusion of the 2023 Annual Meeting. Pursuant to this board leadership succession plan, Drs. Schleifer and Yancopoulos will retain their roles as President and Chief Executive Officer and President and Chief Scientific Officer, respectively.

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Our corporate governance has been enhanced based on shareholder feedback over the last ten years, including by adopting the corporate governance practices shown below. See “Compensation Discussion and Analysis—Compensation Processes—Shareholder Input and Outreach and the 2022 Say-on-Pay Vote Result” for more information.

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 IPO 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 2023 Annual Meeting. At the time of our IPO, outstanding shares of Class A stock represented approximately 95% of total shareholder votes. As of April 11, 2023, outstanding shares of Class A stock represented only approximately 14% of total shareholder votes. The voting rights granted holders of Class A stock cannot be unilaterally changed by the board of directors or a vote of the holders of common stock; such rights may be amended only with the affirmative vote of holders of the majority of the shares of Class A stock. We believe that the high percentage (over 85%) of total shareholder votes held by the holders of common stock, coupled with other rights afforded to Regeneron shareholders (such as majority voting in the election of directors and the shareholders’ right to call a special shareholder meeting upon the written request of at least 25% of the total number of votes entitled to be cast), ensures that holders of common stock are heard and their rights as shareholders are protected.

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.

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Under our Corporate Governance Guidelines, the board of directors is required to periodically review with our CEO Regeneron’s plan for succession to the offices of the CEO and other senior executive positions. In recent years, the board and its committees conducted a multi-year formal succession planning and talent review, which included succession planning for the CEO and other senior management positions and incorporated diversity, equity, and inclusion (“DEI”) considerations as a strategic priority. 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 continued in 2022 and 2023 to date.

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.

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 key stakeholders in our mission. We strive to “Do Well by Doing Good,” which guides our approach to corporate responsibility. We disclose detailed information about significant corporate responsibility matters in our annual responsibility reports.

Our board of directors and management team recognize the importance of corporate responsibility matters. The Company’s policy is to take into consideration the long-term interests of the Company, its shareholders, and other stakeholders, including patients, employees, the healthcare community, regulators, partners, suppliers, and local communities. While the full board has retained oversight of the Company’s strategies and policies related to diversity, equity, and inclusion, the board’s Corporate Governance and Compliance Committee has been tasked with oversight of corporate responsibility as set forth in its charter. Under our Corporate Governance Guidelines, the Corporate Governance and Compliance Committee is responsible for conducting a periodic review of ESG matters and 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. 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 2025 responsibility goals span across these three areas, focusing on the environmental and social issues that we believe are most significant to our business and stakeholders.

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In 2022, 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 is included in our 2022 Responsibility Report.

Our responsibility efforts and progress across these focus areas have garnered recognitions. For example, in 2022, we were included in the Dow Jones Sustainability World Index for the fourth year in a row and the Dow Jones Sustainability North America Index for the third 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 2022 Responsibility Report continues to align with the Sustainability Accounting Standards Board (“SASB”) framework and with the Global Reporting Initiative (“GRI”) Universal Standards. In 2023, we also published on our website our third annual Task Force for Climate-related Financial Disclosures (“TCFD”) report on Regeneron’s climate-related risks and opportunities and, as discussed below, our inaugural DEI Annual Impact Report.

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, patient assistance programs, and our commitment to access to medicine 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.

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In 2022, our commitment to improving lives was highlighted by securing regulatory approvals for several new indications for existing products and making significant progress in our product pipeline of approximately 35 product candidates as of the date of our 2022 Annual Report, including potential new treatments for ultra-rare and rare diseases. 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, our treatment for the infection caused by Zaire ebolavirus, 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, to ensure rapid and broad access to REGEN-COV, our COVID-19 therapy that was previously authorized under an emergency use authorization from the FDA, our partner Roche utilized global national income tiered pricing to address affordability challenges in LMICs. We remain committed to addressing the ongoing threat of COVID-19, and, in early 2023, announced the discovery of a next-generation COVID-19 antibody that has demonstrated high neutralization potency against all known SARS-CoV-2 variants and lineages to date.

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. 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.

As we grow, we remain committed to making significant investments to attract and retain top talent and promote DEI within our workforce and our communities. These efforts are crucial to achieving our 2025 responsibility goal to increase representation of diverse individuals in leadership and foster inclusion. We believe our commitment to DEI allows us to better drive innovation and achieve our mission to repeatedly bring important new medicines to patients with serious diseases. In 2022, we advanced our DEI strategy focused on creating a better workplace, better science, and better world by, among other things, introducing inclusive leadership education for some of our most senior leaders, launching a pilot mentorship program focused on our diverse talent base, and continuing our efforts to ensure that our clinical trials represent the people who are most likely to benefit from the medicine under investigation if 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 receives periodic updates on our DEI efforts and continues to monitor our progress.

In 2023, we published on our website our inaugural DEI Annual Impact Report, which includes a detailed discussion of our DEI strategic framework, governance model, goals, and initiatives. We have also continued to share our DEI progress and metrics in our 2022 Responsibility Report and publish consolidated EEO-1 data (data from annual reports submitted to the U.S. Equal Employment Opportunity Commission) on our website.

Build sustainable communities. Our commitment to protect the health of the planet is closely tied to our mission to improve the health of patients. As part 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 three years, we have provided STEM experiences to nearly 1.7 million students, putting us on track to achieve our goal of reaching 2.5 million STEM students by 2025.

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We also continue to foster employee volunteerism to reach our 2025 global responsibility goal of driving employee volunteer levels above national standards. In 2022, nearly 7,000 employees volunteered approximately 31,200 hours, including approximately 55% of our employees who volunteered nearly 20,000 hours to approximately 190 nonprofits during our sixth annual company-wide service event, Day for Doing Good.

We are proud to have been named to the Civic 50 for the sixth 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 2022 Responsibility Report available on our website.

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.

We maintain robust stock ownership guidelines for our directors, executive officers, and other senior executives, as shown below.

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CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS

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, is permitted to be made without the prior approval of the Audit Committee (except, if the immediate family member is himself or herself an executive officer of the Company, any proposed change in the terms of employment is reviewed and approved in the same manner as compensatory arrangements of other executive officers).

The board of directors has determined that the members of the Audit Committee are best suited to review and approve related person transactions. Accordingly, each related person transaction (other than a transaction that is deemed pre-approved as described above) must be reviewed and approved or ratified by the members of the Audit Committee, other than any member of the Audit Committee that has an interest in the transaction. Under the policy, the Chair of the Audit Committee is delegated the authority to approve certain related person transactions that require urgent review and approval.

When reviewing, approving, or ratifying a related person transaction, the Audit Committee will consider several factors, including the benefits to the Company, the impact on a director’s independence in the event that a director or his/her immediate family is involved in the transaction, the terms of the transaction, and the terms available to unrelated third parties or to employees in general, if applicable. Related person transactions are approved only if the Audit Committee (or the Chair of the Audit Committee pursuant to delegated authority in the circumstances noted above) determines that they are in, or are not inconsistent with, the best interests of the Company and our shareholders.

Stanford University

Dr. Tessier-Lavigne has served as the President of Stanford University in 2022 and 2023 to date. In 2022, we made payments to Stanford University of approximately $145,500 in the aggregate consisting of a medical education fellowship grant and contractual royalty and software technology license payments. In 2023 through the end of the first quarter, we made payments to Stanford of approximately $118,500 in the aggregate consisting of a payment for services provided in connection with a clinical trial entered into in the ordinary course of business and a contractual royalty payment.

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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.

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AUDIT MATTERS

The Audit Committee has appointed PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. PricewaterhouseCoopers LLP (or its predecessor) has audited the Company’s financial statements for the past 34 years. The Audit Committee believes that the continued engagement of one independent registered public accounting firm contributes to higher quality audit work and greater operational efficiencies by leveraging PricewaterhouseCoopers LLP’s deep institutional knowledge of our operations and business, accounting policies and practices, and internal controls. SEC rules and PricewaterhouseCoopers LLP policies require the lead audit partner to be rotated at least every five years. The Audit Committee and its Chair are involved in the selection of PricewaterhouseCoopers LLP’s lead audit partner pursuant to this rotation. A new lead audit partner was selected beginning with the fiscal year 2022 audit. 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 2023 be submitted for ratification by the shareholders at the 2023 Annual Meeting. Shareholder ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2023 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 2023, 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 2023 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 2023 Annual Meeting.

Aggregate fees incurred related to services provided to the Company by PricewaterhouseCoopers LLP for the years ended December 31, 2022 and 2021 were:

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Audit Fees. Audit fees in 2022 and 2021 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.

Tax Fees. Tax fees in 2022 and 2021 were for tax planning and advisory services.

All Other Fees. All other fees in 2022 and 2021 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 2022 or 2021.

We have reviewed the audited financial statements of the Company for the year ended December 31, 2022, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, 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, 2022 be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 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, 2023. 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

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The following table sets forth, as of April 11, 2023, the number of shares of the Company’s Class A stock and common stock beneficially owned by each of the Company’s directors, each of the NEOs referred to below under “Compensation-Related Matters—Compensation Discussion and Analysis,” all directors and executive officers as a group, and each other person or group of persons known by the Company to beneficially own more than 5% of the outstanding shares of Class A stock or common stock, based upon (unless indicated otherwise) information obtained from such persons, and the percentage that such shares represent of the number of outstanding shares of Class A stock and common stock, respectively.

The Class A stock is convertible on a share-for-share basis into common stock. The Class A stock is entitled to ten votes per share and the common stock is entitled to one vote per share. No new shares of Class A stock have been issued since our IPO in 1991. See “The Company—Corporate Governance—Capital Structure” for more information. We have determined beneficial ownership in accordance with the rules of the SEC. Except as otherwise indicated in the footnotes below, we believe, based on the information furnished or otherwise available to us, that the persons named in the table below have sole voting and investment power with respect to all shares of Class A stock and common stock shown as beneficially owned by them, subject to applicable community property laws. We have based our calculation of percentage of shares of a class beneficially owned on 1,818,146 shares of Class A stock and 107,892,108 shares of common stock outstanding as of April 11, 2023, 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 11, 2023 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 11, 2023 or are exercisable or releasable within sixty days after April 11, 2023 are deemed to be outstanding. Such shares are not deemed to be outstanding, however, for the purpose of computing the percentage ownership of common stock of any other person.

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The Company has established a process for shareholders to send communications to the members of the board of directors. Shareholders may send such communications by mail addressed to the full board, a specific member or members of the board, or a particular committee of the board, at 777 Old Saw Mill River Road, Tarrytown, New York 10591-6707, Attention: Corporate Secretary. All such communications will be opened by our Corporate Secretary for the sole purpose of determining whether the contents represent a message to our directors. Any contents that are not in the nature of advertising, promotions of a product or service, or patently offensive material will be forwarded promptly to the addressee. In the case of communications to the board or any individual director or group or committee of directors, the Corporate Secretary will make sufficient copies of the contents to send to such director or each director who is a member of the group or committee to which the communication is addressed.

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At the upcoming 2023 Annual Meeting, we seek your input on the compensation of our “Named Executive Officers”¹ as discussed in this proxy statement through the advisory vote commonly referred to as “say-on-pay” (Proposal No. 3). We also seek your input on the frequency of future say-on-pay votes through the advisory vote commonly referred to as “say-on-frequency” (Proposal No. 4). In recognition of shareholder preference and feedback, we now hold say-on-pay votes every year and are recommending that shareholders vote at the 2023 Annual Meeting for continuing this practice. Say-on-pay votes help us to assess whether shareholders approve of our compensation program and philosophy and whether they view our compensation decisions in a particular year as responsive to any concerns they may have articulated. In “Compensation Discussion and Analysis–Compensation Processes–Shareholder Input and Outreach and the 2022 Say-on-Pay Vote Result,” we discuss in detail how we have responded to recent shareholder feedback on compensation and other matters.

As you read the following Compensation Discussion and Analysis and review this year’s compensation-related proposals, we encourage you to consider Regeneron’s compensation program in light of Regeneron’s long-term performance as well as the program’s business objectives. Among the compensation program’s key objectives are to pay for performance, drive the creation of long-term, sustainable shareholder value, deliver compensation that is competitively positioned among our peers, and align with the pursuit and achievement of both our short-term and long-term goals.

Shareholder value creation over the last decade driven by relentless innovation and product pipeline progress

DME = diabetic macular edema; DR = diabetic retinopathy; LDL-C = low-density lipoprotein cholesterol; AD = atopic dermatitis; RA = rheumatoid arthritis; CSCC = cutaneous squamous cell carcinoma; CRSwNP = chronic rhinosinusitis with nasal polyposis; EUA = Emergency Use Authorization from FDA; FDA = U.S. Food and Drug Administration; HoFH = homozygous familial hypercholesterolemia; NSCLC = non-small cell lung cancer; BCC = basal cell carcinoma; EoE = eosinophilic esophagitis; and PN = prurigo nodularis. Consult the product label in each approved territory for specific information about such products and indications.

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The following Compensation Discussion and Analysis (“CD&A”) describes the philosophy, objectives, and structure of our 2022 executive compensation program.² This CD&A is intended to be read in conjunction with the subsequent tables presented under “Compensation Dashboard–2022 Executive Compensation Tables,” which provide further historical compensation information for our “Named Executive Officers” or “NEOs” identified below.³

	LEONARD S. SCHLEIFER, M.D., PH.D. President and Chief Executive Officer			GEORGE D. YANCOPOULOS, M.D., PH.D. President and Chief Scientific Officer
	ROBERT E. LANDRY Executive Vice President, Finance and Chief Financial Officer			DANIEL P. VAN PLEW Executive Vice President and General Manager, Industrial Operations and Product Supply
	ANDREW J. MURPHY, PH.D Executive Vice President, Research			MARION MCCOURT Executive Vice President, Commercial

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EXECUTIVE SUMMARY

Regeneron is a unique company at the forefront of medical science. We focus on long‐term growth through internal innovation. Our compensation model and broad-based equity program reinforce our company culture and are designed to reward long‐term, sustainable performance and to promote an environment where employees are empowered to focus on our mission and drug discovery and development. The use of equity awards for all employees encourages them to think and act like owners, aligns the interests of our workforce with the long-time horizons for which we manage the business, and creates a shared incentive to deliver the type of successful research and commercialization efforts that create sustainable value for shareholders.

Over the last 10 years, we have delivered significant, sustainable value to shareholders, as demonstrated by total shareholder return of 322% in that period, and brought to market several groundbreaking medicines that help patients with serious diseases. Over the same period, we have embraced a model of enhanced shareholder engagement. We have worked to foster long-term relationships and trust with our shareholders and to strengthen the alignment of our executive compensation program with their perspectives and interests without detracting from the unique and effective culture that this program has helped create. Shareholder feedback continues to inform our review of compensation and corporate governance practices.

Our capital allocation strategy begins with investment in best-in-class R&D capabilities, the most important of which are our people. Our compensation program includes some unique features, and we believe that the success of the program in meeting its objectives is in part attributable to these features. We view equity-based compensation as a powerful tool to secure the commitment of true experts for the time it takes to do what was thought impossible only a decade ago. Our business accomplishments, record of scientific excellence, and industry-leading retention rate demonstrate the effectiveness of our approach.

We believe our performance in 2022 was supported by our compensation program, as shaped by our corporate culture and shareholder feedback. In 2022, we made significant progress in all key areas of our business, as shown in the chart below. We also received positive feedback on our compensation program, as demonstrated by the overwhelming support of the say-on-pay vote in 2022 at 87.8% of the votes cast, and continued to engage with shareholders on executive compensation and other governance topics. The compensation decisions made in 2022 were generally consistent year-over-year and reflected our commitment to Regeneron’s long-standing compensation philosophy as well as shareholder input.

Business Accomplishments and Shareholder Value Creation Supported by 
Unique Compensation Program Shaped by Corporate Culture and Shareholder Feedback

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COMPENSATION PROGRAM OVERVIEW

We focus on long-
term growth through internal innovation.
Our compensation model and broad-based equity program reinforce our company culture and are designed to reward long-term, sustainable performance.

An “overnight breakthrough” in the biotechnology industry takes years of research and drug development spearheaded by a collection of the world’s top scientists, staff, and businesspeople that are supported by substantial and patient capital investment. Our corporate culture and pay philosophy are the interlinked product of the unique challenges at the forefront of medical science, which require agility, persistence, and top-tier talent.

Regeneron’s culture is defined by loyal and motivated employees with an entrepreneurial spirit who are dedicated to the Company’s mission to use the power of science to invent medicines for people with serious diseases. Our employees’ engagement, commitment, and achievements are key drivers of pipeline success and our long-term performance. For Regeneron to succeed, our compensation model must reward long-term, sustainable performance and reinforce a culture where employees are empowered to pursue fulfilling careers and focus on our mission and drug discovery and development. Therefore, our compensation model is designed to encourage experimentation, innovation, and long-term thinking within an appropriate governance framework.

Like many companies, we use equity-based pay to align employees’ interests with our long-term success; but unlike many peers, a key part of our pay philosophy is to award equity-based pay to all employees. This unique approach ensures that when we deliver for patients and for shareholders, everyone shares in the upside growth, even over the multiyear timeframes required to bring new medicines to market. Emphasizing the overall success of the Company thus allows us to experiment, pursue innovative approaches, and follow the science. In recent years, approximately 90% of our annual employee equity grants were awarded to employees other than our NEOs, representing an exceptionally broad-based equity plan. We believe this approach encourages our employees to think and act like owners and supports our robust employee engagement and industry-leading retention,⁴ as shown below.

Our corporate culture also is shaped by our commitment to “Doing Well by Doing Good,” which has inspired the Company for the last 35 years. This commitment, paired with unrelenting focus on science and innovation, is reflected in our 2025 global responsibility goals. In 2022, we took important steps toward achieving these goals, as discussed in the subsection “The Company–Corporate Governance–Corporate Responsibility.”

2023 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

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In 2022, we made significant progress in all key areas of our business. We also continued to demonstrate our commitment to driving sustainable, long-term shareholder value creation, including by investing $3.6 billion in research and development and $590 million in capital expenditures (primarily to expand R&D facilities at our corporate headquarters and construct a fill/finish manufacturing facility). We highlight select 2022 accomplishments below and provide a comprehensive overview of our 2022 achievements, as well as the Compensation Committee’s assessment of those achievements, in the subsections “Components of Executive Pay: What We Pay and Why We Pay It—Annual Cash Incentives” and “Compensation Dashboard—Additional Compensation Information—Annual Cash Incentives.”