UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
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	Definitive Proxy Statement
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	Soliciting Material under §240.14a-12

REGENERON PHARMACEUTICALS, INC.

(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):
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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.

Company Letter to Shareholders

Regeneron, at its core, is a company dedicated to the discovery and development of innovative medicines manufactured and commercialized to the highest standards. This approach has established us as a world-class biotechnology company, making a true difference in people’s lives. Our ability to create game-changing technologies has disrupted the traditional drug discovery, development, and manufacturing processes, and allows us to continue to push the boundaries of science. Our success can be largely attributed to two factors: our talented team’s unwavering dedication to patients and our consistent strategy of investing and reinvesting in the highest quality science, research, and technologies.

In 2023, our team ensured that our medicines reached more people than ever before, in part by remaining committed to fair pricing principles and by working to protect access and choice for patients and their healthcare providers. Our recently approved medicine, EYLEA^® HD (aflibercept) Injection 8 mg, not only builds on the transformative impact of EYLEA^® (aflibercept) Injection 2 mg as the number one prescribed anti-VEGF treatment for serious retinal diseases, but it is poised to become the new standard of care in its approved indications. Likewise, Dupixent^® (dupilumab), which led in new-to-brand prescription share in the United States across all five of its approved indications in 2023, continues to revolutionize the treatment of allergic and other type 2 inflammatory diseases. It has now been prescribed to more than 850,000 patients globally, with significant opportunity for continued growth. Libtayo^® (cemiplimab), our checkpoint inhibitor for certain types of cancer, is a market leader in two of its approved indications and is growing substantially. Libtayo is the cornerstone of our cancer portfolio, now comprised of three validated, clinical-stage independent classes of homegrown immuno-oncology medicines.

As we focus on helping patients, we have also delivered significant value to our shareholders. It was gratifying when, in early 2024, Regeneron first surpassed a $100 billion market capitalization, making us one of the few biotechnology companies to reach this valuation. We believe this milestone broadly reflects our ability to deliver on our mission, our track record of research and development (“R&D”) success, and our strong outlook for the future.

Advancing our pipeline and setting the stage for future growth

Our robust and diversified pipeline is consistently producing scientific breakthroughs that could change lives. In 2023, we advanced several promising programs that represent first- or best-in-class opportunities that we believe have the potential to fuel Regeneron’s long-term growth. 

In inflammation and immunology, we announced positive results from two Phase 3 trials demonstrating the potential of Dupixent to treat eosinophilic chronic obstructive pulmonary disease (“COPD”) by improving lung function and reducing disease flare-ups. The U.S. Food and Drug Administration (“FDA”) recently accepted and granted priority review of our supplemental Biologics License Application, with a target action date set for June 27, 2024. If approved, Dupixent would offer the first new treatment approach for COPD in more than a decade and would be the only biologic treatment for this condition. The promise of Dupixent was further highlighted in a major scientific journal last year when preclinical data suggested that Dupixent, in combination with our bispecific antibody linvoseltamab, could potentially help cure severe allergies. We are eager to begin a Phase 1 study later this year to explore this opportunity in severe food allergy.

In cancer, we are on a path towards global leadership by unleashing the body’s own immune system to fight back against these devasting diseases with potentially best-in-class treatments. Regulatory reviews are pending in the United States and European Union for linvoseltamab, our BCMAxCD3 bispecific antibody in multiple myeloma, and in the European Union for odronextamab, our CD20xCD3 bispecific antibody for follicular lymphoma and diffuse large B-cell lymphoma. We are also continuing to advance other opportunities in solid tumors. Our strategy is to create unique, customized, and potentially synergistic treatments for different cancers, with Libtayo as the cornerstone of our approach. Our most advanced combination with Libtayo is with our LAG-3 antibody, fianlimab, which has shown exciting and clinically meaningful benefits in early studies in melanoma. We look forward to additional data in melanoma and non-small cell lung cancer at the end of 2024.

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From the beginning, Regeneron has combined innovation in cutting-edge technologies with our deep expertise in biology to reimagine the drug discovery process. From our pioneering efforts in protein therapeutics and fully human antibodies to creating proprietary classes of bispecifics, we are now moving to leverage our expertise to unlock the potential of genetic medicines. Our next frontier is the pursuit of technologies in gene editing, gene silencing, and gene therapy approaches that have the potential to treat or cure diseases.

In 2023, we made exciting progress in this area. With our collaborator Intellia Therapeutics, Inc., we produced the first example of in vivo CRISPR-based gene editing of a pathological gene in humans and have since moved this program into Phase 3 development. Similarly, with our collaborator Alnylam Pharmaceuticals, Inc., we provided the first clinical evidence that siRNA can be used to silence genes in the brain. Following our acquisition of Decibel Therapeutics, Inc., we were the first U.S.-based company to report improvements in auditory responses in a profoundly deaf child using our novel gene therapy, DB-OTO. We look forward to potentially addressing more common types of genetic-based hearing loss using this fundamental approach.

Critical to the current and ongoing success of our pipeline is the Regeneron Genetics Center^®, or RGC^®, which celebrated its tenth year in 2023 and has built one of the largest and most diverse genomic biobanks in the world. As an analytical powerhouse, the RGC has used this data to discover brand new targets and many actionable insights that improve Regeneron’s discovery and clinical programs – one example of how our strategic reinvestment in R&D produces tangible benefits.

In 2023, we also deepened our focus on obesity, where we are working on innovative potential treatment combinations that improve on current options by producing weight loss while also preserving or even increasing muscle. A Phase 2 study is exploring combining GLP-1 agonists with our homegrown antibodies targeting myostatin and Activin A. We also continue to evaluate a novel RGC-informed approach targeting GPR75 mutations to help protect against obesity.

These R&D programs, coupled with the commercial strength of our diversified portfolio, have positioned us well to deliver strong performance in 2024 and beyond. To ensure this industry-leading work can continue, we consistently invest in our science, capabilities, people, and facilities.

For instance, to drive sustained productivity from our labs, we invested over $4.44 billion in Regeneron’s R&D capabilities in 2023 and expect to invest approximately $5 billion in 2024. We also grew our global workforce by 13% to 13,450 full-time employees, continued working to expand our R&D facilities in Tarrytown, NY, and increased our manufacturing capacity and capabilities, including completion of the construction of our first fill/finish facility in Rensselaer, NY.

Our business development activities allow us to strengthen our own R&D expertise through strategic acquisitions or collaborations. In addition to our acquisition of Decibel Therapeutics, we recently completed our purchase of 2seventy bio, Inc.’s oncology and autoimmune pipeline, positioning us at the forefront of developing innovative CAR-T and antibody combination approaches to treat cancer and other serious illnesses.

Improving the world through our corporate responsibility strategy

Our corporate responsibility strategy is intentionally and inextricably linked to our business strategy, focusing on improving the lives of people with serious diseases, fostering a culture of integrity and excellence, and building sustainable communities. In 2023, we made substantial progress towards our five-year responsibility goals, as demonstrated by our inclusion on the Dow Jones Sustainability World Index for the fifth consecutive year. This consistent ranking reflects our dedication to sustainability and highlights our belief that advancing environmental, social, and governance practices with a nexus to Regeneron’s operations is fundamental to the long-term resiliency and ethical foundation of both our business and society.

As part of our corporate responsibility strategy, we continue to deliver on our promise to invest in building a pipeline of future scientific innovators. In 2023, we renewed our sponsorship of the Regeneron International Science and Engineering Fair, the world’s largest high school science and engineering competition, and continued our sponsorship of the Regeneron Science Talent Search, America’s premier science competition for high school students. In total, we have committed nearly $170 million to support these prestigious science competitions.

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In 2023, we also announced, alongside highly respected academic and industry partners, our founding role in Together for CHANGE™. This initiative is a 10-year endeavor aimed at addressing health disparities, promoting health, and advancing the science, technology, engineering, and mathematics talent pipeline in Black communities. Part of this initiative will aim to build an African ancestry genetic database with de-identified data from approximately 500,000 volunteer participants. Our hope is that this dataset will lead to discoveries that could help inform improvements in precision medicine and ultimately lead to better health outcomes for this community and beyond.

In closing, we are proud of our 2023 accomplishments and are already carrying this momentum into 2024. Our commercial execution is strong, we have a pipeline of approximately 35 product candidates, including important and differentiated innovations, and we continue to efficiently deploy capital to drive long-term shareholder returns. Most importantly, we continue to carry forward our legacy of relentlessly using the power of science to help people in need.

Sincerely,

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Letter from Lead Independent Director to Shareholders

In June 2023, I was elected by my fellow independent directors to serve as Regeneron’s Lead Independent Director, a role created as part of Regeneron’s new governance framework designed to provide balanced board leadership. At the same time, the board appointed Drs. Leonard Schleifer and George Yancopoulos, who have led the Company for over 35 years, as co-Chairs of the board. Together with the other independent directors and the co-Chairs, I am committed to ensuring that the board is effective in fulfilling its fiduciary responsibilities and providing strong oversight of Regeneron. In this letter, I would like to discuss three important topics: the board’s approach to corporate governance, director refreshment and board diversity, and responsiveness to shareholder feedback.

The board firmly believes that governance and compensation practices at Regeneron must be “fit for purpose” and aligned with the long-term outlook that is required to turn rigorous scientific research into important new medicines, the ultimate driver of sustainable, long-term value creation for Regeneron’s shareholders. Such practices must also serve to nurture Regeneron’s unique culture, which we discuss in greater detail in the accompanying proxy statement. As Regeneron grows, our governance and compensation practices must evolve with these objectives as our anchor. The board’s decision to establish a Lead Independent Director function is an example of how the board considers shareholder feedback and adjusts Regeneron’s corporate governance.

The board’s commitment to thoughtful director refreshment was recently demonstrated by the election of Drs. Kathryn Guarini and David Schenkein in September 2023 and Dr. Craig Thompson in October 2022. These additions reflect the board’s belief that the composition of Regeneron’s board should emphasize science-based backgrounds while comprising an overall mix of skills and experiences necessary to provide independent oversight of management. Our director search efforts also prioritized diversity considerations, which enabled us to deliver on the previously announced goal of increasing board gender diversity to over 30%.

And, finally, we deeply value investor input. Your feedback through the years has informed board-level discussions and a continued review of governance and compensation practices at Regeneron. The accompanying proxy statement provides the board’s further perspectives on many topics we have discussed with our shareholders over the years.

On behalf of the board of directors, thank you for choosing to invest in Regeneron.

Sincerely,

Christine A. Poon

Lead Independent Director

Ms. Poon was elected by Regeneron’s independent directors to serve as Lead Independent Director effective June 9, 2023. She brings significant experience and knowledge to the Lead Independent Director role, both from her tenure at Regeneron and roles at other companies. Having served as a Regeneron director since 2010, Ms. Poon currently chairs the board’s Compensation Committee and serves on the board’s Corporate Governance and Compliance Committee. Ms. Poon possesses deep strategic and operational knowledge of the Company’s business and industry as well as prior experience as a lead independent director of another S&P 500 company.

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

Notice of Annual Meeting of Shareholders

The 2024 Annual Meeting of Shareholders of Regeneron Pharmaceuticals, Inc. (the “Company”) will be held on Friday, June 14, 2024, commencing at 10:30 a.m., Eastern Time, virtually via the Internet at www.virtualshareholdermeeting.com/REGN2024, for the following purposes:

The board of directors has fixed the close of business on April 16, 2024 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 25, 2024, 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 2023 annual report, and/or a form of proxy relating to the Annual Meeting. These materials are available free of charge. The Notice of Internet Availability of Proxy Materials also contains information on how to access and vote the form of proxy.

We have opted to hold the Annual Meeting as a virtual-only meeting, which means that you will not be able to attend the Annual Meeting in person. All shareholders will be able to attend the Annual Meeting and participate electronically, which will allow them to vote their shares on the date of the Annual Meeting and ask questions during the meeting. We have designed the format of the Annual Meeting to ensure that shareholders are afforded similar rights and opportunities to participate as they would at an in-person meeting.

As Authorized by the Board of Directors,

Joseph J. LaRosa

Executive Vice President, General Counsel and Secretary
April 25, 2024

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Table of Contents

Users’ Guide		1
Proxy Dashboard		1
Proxy Highlights		2
New Board Leadership Structure		2
Recent Director Refreshment		2
Compensation and Governance Practices Designed to Drive Long-Term Performance		3
Longstanding Commitment to Shareholder Engagement		4
Board Snapshot		5
Board of Directors		6
Meet the Board		6
Board Committees		21
Board Governance		24
Board Structure		24
Board Meetings and Attendance of Directors		24
Director Refreshment Philosophy		25
Procedures Relating to Nominees; Board Succession Planning		26
Director Onboarding		27
Board and Committee Self-Assessments		27
Shareholder Right to Call Special Shareholder Meeting		27
Director Independence		28
Board Leadership Structure; Responsibilities of Lead Independent Director		28
Board Oversight of Risk and Key Pricing Decisions		30
Executive Compensation Processes and Procedures; Role of Compensation Consultants		31
Shareholder Engagement Philosophy and Board Responsiveness		31
Compensation of Directors		32
PROPOSAL NO. 1
	Election of Directors	36
The Company		37
Executive Officers of the Company		37
Corporate Governance		40
Overview		40
Capital Structure		41
Code of Ethics		41
Succession Planning and Talent Development Process		42
Corporate Responsibility		42
Public Policy Engagement		45
Stock Ownership Guidelines		45
Certain Relationships and Related Transactions		46
Review, Approval, or Ratification of Transactions with Related Persons		46
Transactions with Related Persons		46
Other		47
Audit Matters		47
Introduction		47
Information about Fees Paid to Independent Registered Public Accounting Firm		48
Audit Committee Report		49
PROPOSAL NO. 2
	Ratification of Appointment of Independent Registered Public Accounting Firm	49
Shareholders		50
Security Ownership of Certain Beneficial Owners and Management		50
Shareholder Communications		53
Compensation-Related Matters		54
Table of Contents		54
Compensation Discussion and Analysis		54
Executive Summary		55
Compensation Program Overview		57
Our Corporate Culture and Pay Philosophy		57
2023 Business Highlights		58
2023 Compensation Highlights		59
Shareholder Engagement and Feedback		61
How Our Pay Program Works		62
Key Governance Features		63
Compensation Program Objectives		64
Components of Executive Pay: What We Pay and Why We Pay It		65
Base Salaries		66
Annual Cash Incentives		66
Annual Equity Awards		70
Perquisites and Personal Benefits		73
Potential Severance Payments		74
Compensation Processes		74
Compensation Committee		74

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Management		75
Shareholder Input and Outreach and the 2023 Say-on-Pay Vote Result		75
Independent Compensation Consultant		78
Peer Data		78
Risk Assessment		80
Tax Implications		80
Compensation Committee Report		81
Compensation Committee Interlocks and Insider Participation		81
Compensation Dashboard		82
2023 Executive Compensation Tables		82
2023 Summary Compensation Table		82
2023 Grants of Plan-Based Awards		83
Outstanding Equity Awards at 2023 Fiscal Year-End		84
2023 Option Exercises and Stock Vested		86
Post-Employment Compensation		86
Additional Compensation Information		91
Annual Cash Incentives		91
Perquisites and Personal Benefits		93
Potential Severance Payments		94
Pay Ratio		95
Pay Versus Performance		96
Equity Compensation Information		100
PROPOSAL NO. 3
	Advisory Vote on Compensation of Named Executive Officers (Say-on-Pay)	103
PROPOSAL NO. 4
	Non-Binding Shareholder Proposal Requesting Simple Majority Voting Requirements	104
General Information about the Meeting and Other Matters		106
Appendix A – Note Regarding Forward-Looking Statements and Non-GAAP Financial Measures		112
Appendix B – Supplemental Information Regarding Outstanding Performance Restricted Stock Unit Awards		115

NOTE REGARDING FORWARD-LOOKING STATEMENTS AND NON-GAAP FINANCIAL MEASURES: See Appendix A for important information regarding forward-looking statements and financial measures not calculated in accordance with U.S. Generally Accepted Accounting Principles contained in this proxy statement.

NOTE REGARDING TRADEMARKS AND PRODUCT NAMES: “ARCALYST^®,” “Evkeeza^®,” “EYLEA^®,” “EYLEA^® HD,” “Inmazeb^®,” “Libtayo^®”, “Praluent^®” (in the United States), “REGEN-COV^®,” Regeneron^®,” “Regeneron Genetics Center^®,” “Veopoz^®,” “VelociGene^®,” “VelocImmune^®,” and “ZALTRAP^®” are trademarks of Regeneron Pharmaceuticals, Inc. (“Regeneron”). This proxy statement refers to products marketed or otherwise commercialized by Regeneron, its collaborators, and other parties. Consult the product label in each territory for specific information about such products.

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Users’ Guide

Proxy Dashboard

General Information

	Meeting Date and Time		Location		Record Date
	June 14, 2024		Online at		April 16, 2024
	10:30 a.m., Eastern Time		www.virtualshareholdermeeting.com/REGN2024

Meeting Agenda

	Matter			Board Vote Recommendation
1	Election of four Class III directors for a three-year term and one Class II director for a two-year term:					FOR each director nominee
	Class III Directors
		N. Anthony Coles, M.D.
		Kathryn Guarini, Ph.D.
		Arthur F. Ryan
		George L. Sing
	Class II Director
		David P. Schenkein, M.D.
2	Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024					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	Non-binding shareholder proposal requesting simple majority voting requirements, if properly presented					AGAINST

See “General Information about the Meeting and Other Matters” starting on page 106 for questions and answers related to the annual meeting, how to vote, and other matters.

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Proxy Highlights

New Board Leadership Structure

In June 2023, the board of directors implemented a new board leadership structure designed to provide balanced board leadership. As part of this new governance framework, the board elected Drs. Schleifer and Yancopoulos as co-Chairs of the Board, and the independent directors designated Ms. Poon as the board’s Lead Independent Director. Informed by shareholder feedback, the Lead Independent Director role was assigned a robust set of duties and responsibilities, which are set forth in Regeneron’s Lead Independent Director Charter and summarized in the subsection “Board of Directors – Board Governance – Board Leadership Structure.”

Recent Director Refreshment

In September 2023, Regeneron’s board of directors elected Kathryn Guarini, Ph.D. and David P. Schenkein, M.D. as board members. As shown below, in the last 18 months, three new directors have joined Regeneron’s board of directors and two directors have retired – a testament to the board’s commitment to thoughtful director refreshment. The board’s director search efforts prioritized diversity considerations, which enabled us to deliver on the previously announced goal of increasing board gender diversity to over 30%. The board’s director refreshment philosophy is further discussed in the subsection “Board of Directors – Board Governance – Director Refreshment Philosophy.”

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Compensation and Governance Practices Designed to Drive Long-Term Performance

We believe that governance and compensation practices at Regeneron must be “fit for purpose” and aligned with the long-term outlook that is required to turn rigorous scientific research into important new medicines, the ultimate driver of sustainable, long-term value creation for Regeneron’s shareholders. We encourage you to evaluate our compensation and governance practices with these considerations in mind.

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; PN = prurigo nodularis; ROP = retinopathy of prematurity; PMR = polymyalgia rheumatica; wAMD = wet age-related macular degeneration; CHAPLE = CD55-deficient protein-losing enteropathy; and NQ US Pharma = NASDAQ US Benchmark Pharmaceuticals Total Return Index. Consult the product label in each approved territory for specific information about the products and indications shown in this chart.

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Longstanding Commitment to Shareholder Engagement

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.

In 2023, we reached out to shareholders collectively representing approximately 60% of the public shares (i.e., shares of common stock outstanding as of December 31, 2023, excluding shares held by our directors and executive officers). This outreach resulted in one-on-one discussions with shareholders representing approximately 40% of our public shares.

Our 2023 engagement built on an active outreach program in prior years and focused on, among other matters:

We had meaningful and candid discussions about these and other corporate governance topics in 2023, and the feedback received from shareholders was discussed in detail at the board level, including by way of regular updates on specific shareholder comments provided to the Corporate Governance and Compliance Committee. 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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Board of Directors

Meet the Board

At Regeneron, we lead with science as we pursue our mission of repeatedly bringing life-changing medicines to patients. Our business is built on investment in our deep scientific and technological capabilities, which 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: Six of our 13 directors are members of the National Academy of Sciences, and our board includes two Nobel laureates and holders of many scientific awards. In addition, the board includes individuals with experience building shareholder value through all stages of corporate development. Various members also bring substantial governance, financial, policy, and management expertise gained from their professional backgrounds and their service on other boards.

The board’s composition also reflects our commitment to ensure diversity of thought, experience, attributes, and background, as demonstrated by the fact that four 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.

Board Diversity Matrix*					Gender and Racial/Ethnic Diversity
Total Number of Directors	13
	Female		Male
Part I: Gender Identity
Directors	4		9
Part II: Demographic Background
African American or Black	-		1
Asian	1		1
White	2		7

Directors who identify as Middle Eastern/Arab American: 1

Directors who are Military Veterans: 2

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Director Skills Matrix

The board and the Corporate Governance and Compliance Committee seek to ensure that our directors as a group possess the mix of skills and experiences to provide effective oversight and guidance to management to execute on the Company’s long-term strategy. The 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.

Experience, Expertise, or Attribute

Industry Experience

Executive/Leadership Experience

Science/Biotech Background

Research/Academic Experience

Business Strategy/ Operations Experience

Financial Expertise

Public Company CEO Experience

Technology/Digital Experience

National Academy of Sciences Membership

Diverse by Gender

Diverse by Race/Ethnicity

	Industry Experience Significant experience with complex issues within the healthcare industry.				Business Strategy/Operations Experience Experience in positions advising or overseeing strategic development or operations of an organization.
	Executive/Leadership Experience Experience in a senior management position at a large publicly traded or private company or other large complex organization (including academic institutions).				Financial Expertise Expertise in financial accounting and reporting processes or the direct or indirect supervision of the financial management of a major organization.
	Science/Biotech Background Advanced scientific degree and/or related work experience in the scientific and/or biotechnology fields.				Technology/Digital Experience Experience in the technology field, including related to digital technologies that facilitate business objectives (such as information technology and artificial intelligence).
	Research/Academic Experience Experience in a leadership or senior advisory position at a research and/or academic institution (including in an administrative or faculty role).

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Nominees for Class III Directors for Election at the 2024 Annual Meeting for a Term Expiring at the 2027 Annual Meeting¹

 

Board and Committee Membership—2023 Attendance   Board of Directors: 5/6 Audit Committee: 13/13		N. Anthony Coles, M.D.     Independent
		Director since: 2017 | Age: 63
		Career Highlights   •   Chair (since 2018) and former President and Chief Executive Officer (from 2019 to 2023) of Cerevel Therapeutics Holdings, Inc., the parent entity of Cerevel Therapeutics, Inc.   •   Chair and CEO of TRATE Enterprises LLC, a privately-held company, since 2013   •   Former Chief Executive Officer and Chair of the Board of Yumanity Therapeutics, Inc.   •   Former President, Chief Executive Officer and Chair of the Board of Onyx Pharmaceuticals, Inc.   •   Former President, Chief Executive Officer, and member of the board of directors of NPS Pharmaceuticals, Inc.   •   Previously held various leadership positions in the biopharmaceutical and pharmaceutical industries, including at Merck & Co., Inc., Bristol-Myers Squibb Company, and Vertex Pharmaceuticals Incorporated   •   Former director of Laboratory Corporation of America Holdings, Campus Crest Communities, Inc., CRISPR Therapeutics AG, and McKesson Corporation
		Experience and Expertise
			Industry Experience		Executive/Leadership Experience
			Science/Biotech Background		Research/Academic Experience
			Business Strategy/Operations Experience		Financial Expertise
			Public Company CEO Experience
		Other Public Boards   •   Cerevel Therapeutics Holdings, Inc.
		Dr. Coles’s experience as a seasoned executive and corporate director with extensive knowledge of highly regulated biopharmaceutical and pharmaceutical companies, as well as his in-depth knowledge and understanding of the regulatory environment in which Regeneron operates, led to the board’s decision to nominate Dr. Coles for reelection to the board.

 

1

Biographical information is given, as of April 16, 2024, for each nominee and for each of the other directors whose term of office will continue after the 2024 Annual Meeting. All nominees are presently directors and, with the exception of Drs. Guarini and Schenkein, were previously elected by the shareholders. None of the corporations or other organizations referred to below with which a director has been or is currently employed or otherwise associated is a parent, subsidiary, or affiliate of the Company.

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Board and Committee Membership—2023 Attendance*   Board of Directors: 2/2 Audit Committee: 3/3   *  Dr. Guarini was elected as a member of the board and the Audit Committee effective September 8, 2023.		Kathryn Guarini, Ph.D.     Independent
		Director since: 2023 | Age: 52
		Career Highlights   •   Former Chief Information Officer of International Business Machines Corporation (IBM) from 2021 to 2023   •   Previously held positions of increasing responsibility at IBM, including Vice President, Chief Operating Officer of IBM Research from 2020 to 2021; Vice President, Industry Research of IBM Research from 2018 to 2020; Vice President, Research Strategy of IBM Research from 2017 to 2018; and Vice President, Product Management of IBM Systems from 2014 to 2016
		Experience and Expertise
			Executive/Leadership Experience		Technology/Digital Experience
			Science/Biotech Background		Business Strategy/Operations Experience
			Research/Academic Experience
		Dr. Guarini’s experience as an executive of a major corporation and extensive knowledge of information technology, data security, and artificial intelligence matters led to the board’s decision to nominate Dr. Guarini for reelection to the board.

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Board and Committee Membership—2023 Attendance   Board of Directors: 6/6 Audit Committee: 13/13 Corporate Governance and Compliance Committee (Chair): 5/5		Arthur F. Ryan     Independent
		Director since: 2003 | Age: 81
		Career Highlights   •   Former Chief Executive Officer and Chair of the Board of Prudential Financial, Inc. from 1994 to 2008   •   President and Chief Operating Officer of Chase Manhattan Bank from 1990 to 1994   •   Managed Chase’s worldwide retail bank between 1984 and 1990   •   Non-executive director of the Royal Bank of Scotland Group plc from 2008 to 2013   •   Director of Citizens Financial Group, Inc. from 2009 to 2019
		Experience and Expertise
			Industry Experience		Executive/Leadership Experience
			Business Strategy/Operations Experience		Financial Expertise
			Public Company CEO Experience
		Mr. Ryan’s substantial leadership experience as a chief executive officer of leading companies in the banking and insurance industries, and his extensive business experience and financial expertise, led to the board’s decision to nominate Mr. Ryan for reelection to the board.

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Board and Committee Membership—2023 Attendance   Board of Directors: 6/6 Audit Committee (Chair): 13/13 Compensation Committee: 9/9		George L. Sing     Independent
		Director since: 1988 | Age: 74
		Career Highlights   •   Chief Executive Officer of GanD, Inc. since 2016   •   Chair of Grace Science, LLC since 2017   •   Extensive venture capital and leadership experience in the biotechnology sector and high technology
		Experience and Expertise
			Industry Experience		Executive/Leadership Experience
			Science/Biotech Background		Business Strategy/Operations Experience
			Financial Expertise		Technology/Digital Experience
		Mr. Sing’s extensive healthcare and financial expertise as a healthcare venture capital investor and biomedical company chief executive officer, his executive leadership experience, and his substantial knowledge of the Company led to the board’s decision to nominate Mr. Sing for reelection to the board.

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Nominee for Class II Director for Election at the 2024 Annual Meeting for a Term Expiring at the 2026 Annual Meeting

 

Board and Committee Membership—2023 Attendance*   Board of Directors: 2/2 Technology Committee: 1/1   *  Dr. Schenkein was elected as a member of the board and the Technology Committee effective September 8, 2023.		David P. Schenkein, M.D.
		Director since: 2023 | Age: 66
		Career Highlights   •   General Partner and Co-lead of the Life Sciences team of GV (formerly Google Ventures) since 2019   •   Adjunct attending physician in hematology at Tufts Medical Center since 2009   •   Former President, Chief Executive Officer, and Chair, and current director, of Agios Pharmaceuticals, Inc.   •   Former Senior Vice President, Clinical Hematology/Oncology at Genentech Inc.   •   Former Adjunct Clinical Professor of Medical Oncology at Stanford University School of Medicine   •   Former Senior Vice President of Clinical Research at Millennium Pharmaceuticals, Inc.   •   Former director of Foundation Medicine, Inc. and bluebird bio, Inc.
		Experience and Expertise
			Industry Experience		Executive/Leadership Experience
			Science/Biotech Background		Research/Academic Experience
			Business Strategy/Operations Experience		Financial Expertise
			Public Company CEO Experience
		Other Public Boards   •   Agios Pharmaceuticals, Inc. •   Denali Therapeutics Inc. •   Prime Medicine, Inc.
		Dr. Schenkein’s extensive leadership experience as an executive and corporate director in the pharmaceutical and healthcare industries, as well as his considerable research and academic experience, led to the board’s decision to nominate Dr. Schenkein for reelection to the board.

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Class I Directors Continuing in Office Term Expires at the 2025 Annual Meeting

 

Board and Committee Membership—2023 Attendance   Board of Directors: 5/6 Corporate Governance and Compliance Committee: 4/5 Technology Committee: 2/2		Bonnie L. Bassler, Ph.D.     Independent
		Director since: 2016 | Age: 61
		Career Highlights   •   Chair of the Department of Molecular Biology since 2013 and Squibb Professor in Molecular Biology since 2003 at Princeton University   •   Howard Hughes Medical Institute Investigator   •   Former President of the American Society for Microbiology   •   Former member of the board of the American Association for the Advancement of Science, the National Science Foundation, and the American Academy of Microbiology   •   MacArthur Foundation Fellowship   •   Lounsbery Award   •   Shaw Prize for Life Science and Medicine   •   Gruber Prize in Genetics   •   Wolf Prize in Chemistry   •   Canada Gairdner International Award   •   Former director of Kaleido Biosciences, Inc.
		Experience and Expertise
			Industry Experience		Executive/Leadership Experience
			Science/Biotech Background		Research/Academic Experience
		Scientific Society Memberships   •   The National Academy of Sciences •   The National Academy of Medicine •   The American Academy of Arts and Sciences •   The Royal Society of London •   The American Philosophical Society     Other Public Boards   •   Cidara Therapeutics, Inc. •   Royalty Pharma plc
		Dr. Bassler’s extensive research experience and her scientific and academic career and accomplishments, as well as her experience as a corporate director, led to the board to conclude that Dr. Bassler should serve as a director.

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Board and Committee Membership—2023 Attendance   Board of Directors: 6/6 Corporate Governance and Compliance Committee: 5/5 Technology Committee (Chair): 2/2		Michael S. Brown, M.D.     Independent
		Director since: 1991 | Age: 83
		Career Highlights   •   Distinguished Chair in Biomedical Sciences since 1989 and Regental Professor of Molecular Genetics and Internal Medicine and Director of the Jonsson Center for Molecular Genetics since 1985 at The University of Texas Southwestern Medical Center at Dallas   •   Nobel Prize for Physiology or Medicine in 1985 (jointly with Dr. Goldstein)   •   U.S. National Medal of Science in 1988 (jointly with Dr. Goldstein)
		Experience and Expertise
			Industry Experience		Executive/Leadership Experience
			Science/Biotech Background		Research/Academic Experience
		Scientific Society Memberships   •   The National Academy of Sciences •   The National Academy of Medicine •   The Royal Society of London
		Dr. Brown’s distinguished scientific and academic background, including his receipt of the Nobel Prize for Physiology or Medicine in 1985, and his significant industry experience gained through his service on the board of directors of the Company and the board of directors of a leading pharmaceutical company, led the board to conclude that Dr. Brown should serve as a director.

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Board and Committee Membership—2023 Attendance   Board of Directors: 6/6 Technology Committee: 2/2		Leonard S. Schleifer, M.D., Ph.D.
		Director since: 1988 | Age: 71 Board co-Chair since: June 2023
		Career Highlights   •   Founded the Company in 1988; built and managed the Company over the past 36 years together with Regeneron’s founding scientist, Dr. Yancopoulos   •   Director, President, and Chief Executive Officer of the Company since its inception   •   Co-Chair of the Board since 2023; former Chair of the Board from 1990 through 1994   •   Licensed physician certified in Neurology by the American Board of Psychiatry and Neurology
		Experience and Expertise
			Industry Experience		Executive/Leadership Experience
			Science/Biotech Background		Research/Academic Experience
			Business Strategy/Operations Experience		Financial Expertise
			Public Company CEO Experience
		Dr. Schleifer’s significant industry and leadership experience, as well as his incomparable knowledge of the Company and an in-depth understanding of the complex research, drug development, and business issues facing companies in the biopharmaceutical sector, led the board to conclude that Dr. Schleifer should serve as a director.

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Board and Committee Membership—2023 Attendance   Board of Directors: 6/6 Technology Committee: 2/2		George D. Yancopoulos, M.D., Ph.D.
		Director since: 2001 | Age: 64
		Board co-Chair since: June 2023
		Career Highlights   •   Founding scientist of the Company; built and managed the Company since 1989 together with Dr. Schleifer   •   President and Chief Scientific Officer of the Company   •   Co-Chair of the Board since 2023 and director of the Company since 2001   •   11th most highly cited scientist in the world in the 1990s   •   Principal inventor and/or developer, together with key members of his team, of the 11 FDA-approved drugs the Company has developed, EYLEA® (aflibercept) Injection, EYLEA HD (aflibercept) 8 mg, Praluent® (alirocumab), Dupixent® (dupilumab), Kevzara® (sarilumab), Libtayo® (cemiplimab), Evkeeza® (evinacumab-dgnb), Inmazeb® (atoltivimab, maftivimab and odesivimab-ebgn), Veopoz® (pozelimab) Injection, ZALTRAP® (ziv-aflibercept) Injection for Intravenous Infusion, and ARCALYST® (rilonacept) Injection for Subcutaneous Use, as well as of its foundation technologies, including the TRAP technology, VelociGene®, and VelocImmune®
		Experience and Expertise
			Industry Experience		Executive/Leadership Experience
			Science/Biotech Background		Research/Academic Experience
			Business Strategy/Operations Experience
		Scientific Society Memberships   •   The National Academy of Sciences
		Dr. Yancopoulos’s significant industry and scientific experience and distinguished record of scientific expertise, as well as his extensive knowledge of the Company and an in-depth knowledge of the Company’s technologies and research and development programs, led the board to conclude that Dr. Yancopoulos should serve as a director.

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Class II Directors Continuing in Office Term Expires at the 2026 Annual Meeting

 

Board and Committee Membership—2023 Attendance   Board of Directors: 6/6 Corporate Governance and Compliance Committee: 5/5 Technology Committee: 2/2		Joseph L. Goldstein, M.D.     Independent
		Director since: 1991 | Age: 83
		Career Highlights   •   Professor of Molecular Genetics and Internal Medicine and Chair of the Department of Molecular Genetics at The University of Texas Southwestern Medical Center at Dallas since 1977   •   Member of the boards of trustees of The Rockefeller University and the Howard Hughes Medical Institute   •   Nobel Prize for Physiology or Medicine in 1985 (jointly with Dr. Brown)   •   U.S. National Medal of Science in 1988 (jointly with Dr. Brown)
		Experience and Expertise
			Industry Experience		Executive/Leadership Experience
			Science/Biotech Background		Research/Academic Experience
		Scientific Society Memberships   •   The National Academy of Sciences •   The National Academy of Medicine •   The Royal Society of London
		Dr. Goldstein’s extensive research experience, his distinguished scientific and academic credentials, including his receipt of the Nobel Prize for Physiology or Medicine in 1985, and his substantial understanding of the Company gained through his service as a director, led the board to conclude that Dr. Goldstein should serve as a director.

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Board and Committee Membership—2023 Attendance   Board of Directors: 6/6 Compensation Committee (Chair): 9/9 Corporate Governance and Compliance Committee: 5/5		Christine A. Poon     Independent
		Director since: 2010 | Age: 71
		Lead Independent Director since: June 2023
		Career Highlights   •   Former Executive-in-Residence in the Department of Management and Human Resources (from 2015 to 2020) and former Dean and John W. Berry, Sr. Chair in Business (from 2009 to 2014) at The Max M. Fisher College of Business at The Ohio State University   •   Former vice chair, worldwide chair of pharmaceuticals, member of the executive committee, and director at Johnson & Johnson   •   Previously held senior leadership positions at Bristol-Myers Squibb Company, including president of international medicines and president of medical devices   •   Former member of the Supervisory Board of Royal Philips Electronics and the board of directors of Decibel Therapeutics, Inc.
		Experience and Expertise
			Industry Experience		Executive/Leadership Experience
			Science/Biotech Background		Research/Academic Experience
			Business Strategy/Operations Experience		Financial Expertise
		Other Public Boards   •   Neurocrine Biosciences, Inc. •   Prudential Financial, Inc. •   The Sherwin-Williams Company
		Ms. Poon’s extensive expertise in domestic and international business operations, including sales and marketing and commercial operations, and her deep strategic and operational knowledge of the pharmaceutical industry, led the board to conclude that Ms. Poon should serve as a director.

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Board and Committee Membership—2023 Attendance   Board of Directors: 6/6 Technology Committee: 2/2		Craig B. Thompson, M.D.     Independent
		Director since: 2022 | Age: 71
		Career Highlights   •   Former President and Chief Executive Officer of Memorial Sloan Kettering Cancer Center from 2010 to 2022   •   Co-founder of Agios Pharmaceuticals, Inc.   •   Former director of Merck & Co., Inc.
		Experience and Expertise
			Industry Experience		Executive/Leadership Experience
			Science/Biotech Background		Research/Academic Experience
			Business Strategy/Operations Experience		Financial Expertise
		Scientific Society Memberships   •   The National Academy of Sciences •   The National Academy of Medicine •   The American Academy of Arts and Sciences •   The American Society for Clinical Investigation •   The Association of American Physicians     Other Public Boards   •   Charles River Laboratories International, Inc.
		Dr. Thompson’s extensive research and leadership experience in the pharmaceutical and healthcare industries, as well as his experience as a corporate director, led the board to conclude that Dr. Thompson should serve as a director.

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Board and Committee Membership—2023 Attendance   Board of Directors: 6/6 Compensation Committee: 9/9 Technology Committee: 2/2		Huda Y. Zoghbi, M.D.     Independent
		Director since: 2016 | Age: 69
		Career Highlights   •   Professor in the departments of Pediatrics, Molecular and Human Genetics, and Neurology and Neuroscience at Baylor College of Medicine since 1994   •   Director of the Jan and Dan Duncan Neurological Research Institute at Texas Children’s Hospital   •   Howard Hughes Medical Institute Investigator   •   Pearl Meister Greengard Prize   •   March of Dimes Prize in Developmental Biology   •   Vanderbilt Prize in Biomedical Science
		Experience and Expertise
			Executive/Leadership Experience		Science/Biotech Background
			Research/Academic Experience
		Scientific Society Memberships   •   The National Academy of Sciences •   The Institute of Medicine •   The American Association for the Advancement of Science
		Dr. Zoghbi’s extensive research experience and her scientific and academic career and accomplishments led the board to conclude that Dr. Zoghbi should serve as a director.

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Board Committees

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

We show below information on the membership, key functions, recent focus areas, and number of meetings of each board committee during 2023.

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Board Governance

Board Structure

Board Classes

Pursuant to the Company’s Certificate of Incorporation, the board of directors is divided into three classes, denominated Class I, Class II, and Class III, with members of each class holding office for staggered three-year terms. There are currently four members in each of Class I and Class III and five members in 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:

Rationale for Board Structure

Regeneron operates 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 and Attendance of Directors

Board Meetings

The board held 6 meetings in 2023, of which five were regular meetings and one was a special meeting. 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 directors in office at that time attended our 2023 Annual Meeting of Shareholders.

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Director Refreshment Philosophy

The board and the Corporate Governance and Compliance Committee strive to ensure that our board is comprised of highly qualified directors with 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 objective of the Committee’s continued assessment of the composition of our board is to have a board that as a whole possesses the mix of skills and experiences to provide effective oversight and guidance to management to execute on the Company’s long-term strategy. The Committee’s refreshment philosophy prioritizes skills that it considers important and desirable based on the Company’s current needs and business priorities, while recognizing that our board members must have predominantly science-based backgrounds to effectively provide robust, independent oversight of management. The Committee also works to ensure that various members of the board bring substantial governance, financial, policy, and management expertise gained from their professional backgrounds and their service on other boards.

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 2023, Drs. Guarini and Schenkein were elected as members of the board of directors. Dr. Guarini is an experienced business leader with extensive knowledge in the areas of information technology, data security, and artificial intelligence. Her expertise in the technology field, including with respect to digital technologies that facilitate business objectives, will be an asset as the Company continues to utilize its homegrown and other technologies to analyze data (including human genomics data by the Regeneron Genetics Center^®) to support research and development efforts. Her election has also strengthened the board’s diversity, delivering on the previously announced goal of increasing board gender diversity to over 30%. Dr. Schenkein is a renowned healthcare business leader with extensive leadership experience as an executive and corporate director in the pharmaceutical and healthcare industries. He has also been a hematologist and medical oncologist for more than 30 years and has extensive academic experience in these fields. His distinguished career, physician-scientist background, and expertise in hematology/oncology will be assets to the Company as we continue to expand our oncology programs. Dr. Guarini was recommended for consideration as a director candidate by a third-party search firm; and Dr. Schenkein was recommended for consideration as a director candidate by our CEO and CSO.

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As shown below, in the last 18 months, three new directors have joined Regeneron’s board of directors and two directors have retired, resulting in significant board refreshment.

Procedures Relating to Nominees; Board Succession Planning

The Corporate Governance and Compliance Committee will consider a nominee for election to the board of directors recommended by a shareholder of record if the shareholder submits the recommendation in compliance with the requirements of our Guidelines Regarding Director Nominations, which are available on our website at www.regeneron.com under the “Corporate Governance” heading on the “Investors & Media” page.

In considering potential candidates for the board of directors, the Corporate Governance and Compliance Committee considers factors such as whether or not a potential candidate: (1) possesses relevant expertise; (2) brings skills and experience complementary to those of the other members of the board; (3) has sufficient time to devote to the affairs of the Company (including whether such candidate complies with the director time commitment policy); (4) has demonstrated excellence in his or her field; (5) has the ability to exercise sound business judgment; (6) has the commitment to rigorously represent the long-term interests of the Company’s shareholders; (7) 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.

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.

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Director Onboarding

All new directors participate in a robust director orientation and onboarding process to ensure a strong working knowledge of our industry, business, strategies, and policies and a successful integration into boardroom discussions as soon as possible. The initial, typically multi-day orientation program includes in-person meetings at our corporate headquarters with senior executives across our key corporate functions. New directors also meet with the executives and staff supporting the board committees on which they serve. The onboarding process continues after the initial orientation and includes meetings with each committee chair and the Lead Independent Director.

Board and Committee Self-Assessments

On an annual basis, the board of directors, 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 Lead Independent Director, in consultation with the Corporate Governance and Compliance Committee or the Committee’s Chair, reviews and reports on the results of the assessments, which are discussed by the board of directors and the respective committees in executive session with a view toward taking action to address any issues presented. Results requiring additional consideration are addressed at subsequent board and committee meetings, where appropriate.

Annual Self-Assessment Process

While this formal self-assessment is conducted on an annual basis, directors share perspectives, feedback, and suggestions year round, both inside and outside the boardroom.

Shareholder Right to Call Special Shareholder Meeting

Regeneron’s charter documents give shareholders the right to call a special shareholder meeting upon the written request of at least 25% of the total number of votes entitled to be cast by shareholders.

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Director Independence

The board of directors has determined that each of the following currently serving directors is independent as defined in the listing standards of the Nasdaq Stock Market LLC and our Corporate Governance Guidelines: Bonnie L. Bassler, Ph.D., Michael S. Brown, M.D., N. Anthony Coles, M.D., Joseph L. Goldstein, M.D., Kathryn Guarini, Ph.D., Christine A. Poon, Arthur F. Ryan, George L. Sing, Craig B. Thompson, M.D., and Huda Y. Zoghbi, M.D. These individuals are affiliated with numerous educational institutions, hospitals, charities, and corporations, as well as civic organizations and professional associations. The board of directors considered 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. David P. Schenkein, M.D. is not currently considered independent under the listing standards of the Nasdaq Stock Market LLC due to compensation received within the last three years pursuant to a consulting arrangement with the Company that ended in 2022. In accordance with our Corporate Governance Guidelines, the board conducts executive sessions of independent directors presided by the Lead Independent Director 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 Drs. Coles and Guarini, is independent as defined for audit committee members in the listing standards of the Nasdaq Stock Market LLC and SEC rules; and that each of Messrs. Ryan and Sing and Dr. Coles qualifies as an “audit committee financial expert” as that term is defined by SEC rules.

In addition, the board of directors has determined that each of the current members of the Compensation Committee, Ms. Poon, Mr. Sing, and Dr. Zoghbi, meets the additional independence criteria applicable to compensation committee members under the listing standards of the Nasdaq Stock Market LLC and qualifies as a “Non-Employee Director” pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Board Leadership Structure; Responsibilities of Lead Independent Director

The board of directors recognizes that one of its key responsibilities is to establish and evaluate an appropriate leadership structure for the board so as to provide effective oversight of management. 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 has been in effect since June 2023. Pursuant to a board leadership succession plan, the board elected Drs. Schleifer and Yancopoulos as co-Chairs of the Board to succeed Dr. Vagelos, the former Chair of the Board, effective as of the conclusion of the 2023 Annual Meeting. On the same day, the independent directors of the board designated Ms. Poon as the board’s Lead Independent Director, a role that was established under the board leadership succession plan. Under our Corporate Governance Guidelines (as amended in connection with the board leadership changes discussed in this section), if the Chair of the Board is not an independent director (or, in the case of co-Chairs, neither is an independent director), the Company’s independent directors shall designate one of the independent directors to serve as a Lead Independent Director. The Lead Independent Director coordinates the activities of the independent directors and has the duties and responsibilities described in Regeneron’s Lead Independent Director Charter, which are summarized below under the subsection “Responsibilities of Lead Independent Director.”

In electing Drs. Schleifer and Yancopoulos as co-Chairs, the board of directors considered their incomparable knowledge and demonstrated leadership of the Company for over three decades. The board’s decision also took into account Dr. Schleifer’s previous service as Chair of the Board from 1990 through 1994 and the importance, both from an external and internal perspective, of Dr. Yancopoulos’s scientific leadership. The board further believes that the ability of Drs. Schleifer and Yancopoulos to speak as co-Chairs of the Board as well as Presidents of the Company provides strong unified leadership for the Company. In the board’s view, electing Drs. Schleifer and Yancopoulos as co-Chairs, combined with a strong Lead Independent Director appointed by the independent directors, provides balanced leadership and effective oversight of management and is in the best interest of the Company and its shareholders.

In designating Ms. Poon as the board’s Lead Independent Director, the independent directors of the board considered her deep strategic and operational knowledge of the Company’s business and industry; broad experience serving as a public company director, including in the role of lead independent director of another S&P 500 company; productive working relationship with Drs. Schleifer and Yancopoulos; history of demonstrating independent judgment to support management when appropriate and fortitude to challenge management when deemed in the best interest of the Company and its

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shareholders; strong interpersonal skills and ability to build consensus; and demonstrated influence on the board’s culture and insistence on a high standard of ethics, candor, and transparency.

The board 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.

Responsibilities of Lead Independent Director

Under Regeneron’s Lead Independent Director Charter, the Lead Independent Director is appointed annually by the independent directors of the board. Although appointed annually, the Lead Independent Director is generally expected to serve for more than one year. The Lead Independent Director Charter sets forth a robust set of specific duties and responsibilities of the Lead Independent Director, which are summarized below.

Key Duties and Responsibilities of Lead Independent Director

On an annual basis, the Lead Independent Director, in consultation with the Corporate Governance and Compliance Committee or the Chair thereof, reviews the adequacy of the Lead Independent Director Charter and recommends to the board any modifications or changes for approval by the board.

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Board Oversight of Risk and Key Pricing Decisions

The board executes its oversight responsibility for risk management directly and through its committees, as shown below.

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Executive Compensation Processes and Procedures; Role of Compensation Consultants

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

The Compensation Committee has the sole authority to retain its own third-party compensation consultants, and in 2023 utilized the services of Pay Governance LLC, an independent compensation consultant. Advice and recommendations provided by Pay Governance LLC in 2023 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 2023, management used the services of Radford (part of Aon plc), a compensation consultant focused on the technology and life sciences sectors. Radford provided various consulting services to us, including analyzing the competitiveness of specific compensation programs; preparing surveys of competitive pay practices; and assisting management in the development and analysis of executive compensation recommendations. Reports prepared by Radford that relate to executive compensation may also be shared with the Compensation Committee, the full board, or another committee of the board.

Shareholder Engagement Philosophy and Board Responsiveness

Our board of directors has always viewed shareholder feedback as critical for its decision-making and has taken several actions after careful consideration of the feedback received. For over a decade, the board and management have conducted regular and extensive investor outreach. Annually, we seek to engage in direct one-on-one discussions with shareholders collectively representing in excess of 50% of the shares of common stock outstanding (excluding shares held by our directors and executive officers), which we refer to as “public shares.” We encourage director participation in our outreach, and our Lead Independent Director (who is also the Chair of our Compensation Committee) led many of these discussions as a representative 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

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Our active investor outreach program solicits and gathers feedback on a broad range of matters, including board structure and composition, executive compensation, shareholder rights, and corporate responsibility 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 carefully considering, and 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 2023 Say-on-Pay Vote Result.”

Compensation of Directors

Overview

The general philosophy we have applied to compensation of our non-employee directors (as well as the former Chair of the Board, as discussed below) 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 former Chair of the Board, who retired in June 2023, is described under “Compensation Arrangements of the Former Chair of the Board of Directors” below.

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

Non-Employee Director Compensation Philosophy

Our philosophy for non-employee director compensation is simple: to attract the most highly qualified directors with a diverse skillset who will serve as stewards of the Company’s long-term prospects and scientific focus. 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 restricted stock units (“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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Cash Fees, Expenses, and Matching Gift Program

In 2023, 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 the case of Drs. Guarini and Schenkein, with such retainers prorated based on the date of their election to the board; and, in the case of Dr. Tessier-Lavigne, with such retainers prorated based on the date of his retirement). In addition, each chair of each standing committee received an additional annual retainer of $10,000, and Ms. Poon also received a portion of the annual Lead Independent Director retainer of $50,000 prorated based on the date she assumed this role in 2023. Compared to cash compensation of non-employee directors in our Peer Group, the 2023 annual retainer for board service was below the median; the additional retainers provided to our committee chairs were at or below the median; and the Lead Independent Director retainer was set at approximately the 75^th percentile.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 per director or employee.

Annual Equity Awards

2023 and 2024 Equity Awards

The January 2023 and January 2024 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 2023 and January 2024 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 2023 annual equity awards to our non-employee directors are shown in the table below. On January 2, 2024, each of the then-serving non-employee directors (other than Drs. Guarini and Schenkein) received an annual equity award comprised of stock options representing 1,607 shares of common stock (with a grant date fair value of $479,846) and 135 RSUs (with a grant date fair value of $119,926). The aggregate grant date fair value of the January 2024 equity awards to these directors was $599,772 per such non-employee director. As non-employee directors newly elected effective September 8, 2023, Drs. Guarini and Schenkein each received a prorated annual equity award on January 2, 2024 consisting of 508 options (with a grant date fair value of $151,681) and 42 RSUs (with a grant date fair value of $37,310). The aggregate grant date fair value of the January 2024 equity awards to Drs. Guarini and Schenkein was $188,991 per such non-employee director. See “Equity Awards to New Directors” below for more information.

Similar to the process undertaken in respect of the January 2023 annual equity awards, the Corporate Governance and Compliance Committee recommended the approval of, and the board of directors approved, the terms of the January 2024 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.

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Terms of Equity Awards

The exercise price of a non-employee director stock option is equal to the fair market value of a share of the Company’s common stock on the date of grant (determined as the average of the high and low sales price per share of the Company’s common stock on the Nasdaq Global Select Market on the date of grant or, if such date is not a trading day, on the last preceding date on which there was a sale of the Company’s common stock on the Nasdaq Global Select Market).

Under the Current Compensation Program, a pro-rata portion of each equity award (i.e., each stock option and RSU award) equal to the portion of one year that has passed from its date of grant vests on the date of the Company’s first annual shareholder meeting following the date of grant, and the remaining portion vests on the first anniversary of the date of grant. The RSU awards contain mandatory deferral provisions, according to which the shares underlying the RSUs will generally not be delivered to the non-employee director until the earliest of (i) the termination of the non-employee director’s service as a member of the board, (ii) the seventh anniversary of the RSU grant date, and (iii) the date of a change in control (as defined in the Second Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan (or its predecessor)). A non-employee director may, subject to compliance with applicable tax rules, elect in writing a maximum deferral period longer than the seventh anniversary of the grant date. Other than as discussed below, the vesting of equity awards is generally subject to continued service on the board, and stock option awards generally expire ten years following the date of grant.

To the extent they remain unvested and outstanding, equity awards granted to a non-employee director continue to vest following the retirement of that director provided applicable conditions relating to the length of the director’s service and the director’s age have been met. If a non-employee director’s service as a member of the board is terminated as a result of his or her death, all of the director’s equity awards will immediately vest in full.

To the extent they remain unvested and outstanding, equity awards granted to non-employee directors become fully vested automatically upon a change in control of the Company. Each non-employee director has the right to nullify this acceleration of vesting, in whole or in part, if it would cause the director to pay excise taxes under the requirements of the Internal Revenue Code.

Equity Awards to New Directors

Under the Current Compensation Program, any newly elected non-employee director will receive an initial equity award with an aggregate grant date fair value equal to 5/3rds of the aggregate grant date fair value of the most recent annual equity award to a non-employee director; and, with respect to the annual equity award to a non-employee director in respect of the first year of his or her service, the aggregate grant date fair value of such annual award will be prorated based on the date as of which the non-employee director first becomes a member of the board of directors. The initial equity awards to Drs. Guarini and Schenkein (shown in the table below) and their prorated January 2024 annual equity awards (discussed above) were consistent with these guidelines.

Compensation Arrangements of the Former Chair of the Board of Directors

On December 31, 1998, we entered into an employment agreement with the former Chair of the board of directors, Dr. Vagelos. Pursuant to the terms of his employment agreement, Dr. Vagelos was entitled to receive an annual salary of $100,000 as a non-officer employee, which in 2023 was prorated based on the length of time he was employed by the Company in 2023.

As Dr. Vagelos retired from the board of directors in June 2023, he did not receive an annual equity award as part of the Company’s regular year-end grant cycle in December 2023. The award agreements relating to Dr. Vagelos’s outstanding equity awards provide that any award unvested as of the June 2023 date of his qualified retirement (as defined in the applicable Company policy) will continue to vest in accordance with the terms of the applicable award agreement. In addition, as the result of his qualified retirement, the award agreements relating to Dr. Vagelos’s outstanding stock option awards provide that he is entitled to exercise all outstanding stock options throughout their original 10-year term.

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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 2023 in accordance with the policies, plans, and employment agreement described above:

Director Compensation