DEF 14A of Regeneron Pharmaceuticals, Inc., Apr 25, 2024

DEF 14A of Regeneron Pharmaceuticals, Inc.

Filed Apr 25, 2024 · FY20230001308179-24-000577

Open on EDGAR

  1. Christine A. Poon

    Christine A. Poon Lead Independent Director

  2. Christine A. Poon

    | | 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. |

  3. Christine A. Poon

    | 2024 Proxy Statement and Notice of Annual Shareholder Meeting | | | iv |

  4. Christine A. Poon

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

  5. Board of Directors

    Board of Directors

  6. Meet the Board

    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.

  7. Meet 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 | |

  8. Meet the Board

    Directors who identify as Middle Eastern/Arab American: 1 Directors who are Military Veterans: 2

  9. Meet the Board

    | * As of April 25, 2024 |

  10. Meet the Board

    | 2024 Proxy Statement and Notice of Annual Shareholder Meeting | | | 6 |

  11. Meet the Board

    | Users’ Guide | Board of Directors | The Company | Shareholders | Compensation- Related Matters | Other Matters |

  12. Director Skills Matrix

    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.

  13. Director Skills Matrix

    | 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 | | | | | | | | | | | | | |

  14. Director Skills Matrix

    | | 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). | | |

  15. Director Skills Matrix

    | 2024 Proxy Statement and Notice of Annual Shareholder Meeting | | | 7 |

  16. Director Skills Matrix

    | Users’ Guide | Board of Directors | The Company | Shareholders | Compensation- Related Matters | Other Matters |

  17. Nominees for Class III Directors for Election at the 2024 Annual Meeting for a Term Expiring at the 2027 Annual Meeting(1)

    Nominees for Class III Directors for Election at the 2024 Annual Meeting for a Term Expiring at the 2027 Annual Meeting(1)

  18. Nominees for Class III Directors for Election at the 2024 Annual Meeting for a Term Expiring at the 2027 Annual Meeting(1)

    | 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. | | | |

  19. Nominees for Class III Directors for Election at the 2024 Annual Meeting for a Term Expiring at the 2027 Annual Meeting(1)

    | (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. |

  20. Nominees for Class III Directors for Election at the 2024 Annual Meeting for a Term Expiring at the 2027 Annual Meeting(1)

    | 2024 Proxy Statement and Notice of Annual Shareholder Meeting | | | 8 |

  21. Nominees for Class III Directors for Election at the 2024 Annual Meeting for a Term Expiring at the 2027 Annual Meeting(1)

    | Users’ Guide | Board of Directors | The Company | Shareholders | Compensation- Related Matters | Other Matters |

  22. Nominees for Class III Directors for Election at the 2024 Annual Meeting for a Term Expiring at the 2027 Annual Meeting(1)

    | 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. | | | |

  23. Nominees for Class III Directors for Election at the 2024 Annual Meeting for a Term Expiring at the 2027 Annual Meeting(1)

    | 2024 Proxy Statement and Notice of Annual Shareholder Meeting | | | 9 |

  24. Nominees for Class III Directors for Election at the 2024 Annual Meeting for a Term Expiring at the 2027 Annual Meeting(1)

    | Users’ Guide | Board of Directors | The Company | Shareholders | Compensation- Related Matters | Other Matters |

  25. Nominees for Class III Directors for Election at the 2024 Annual Meeting for a Term Expiring at the 2027 Annual Meeting(1)

    | 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. | | | |

  26. Nominees for Class III Directors for Election at the 2024 Annual Meeting for a Term Expiring at the 2027 Annual Meeting(1)

    | 2024 Proxy Statement and Notice of Annual Shareholder Meeting | | | 10 |

  27. Nominees for Class III Directors for Election at the 2024 Annual Meeting for a Term Expiring at the 2027 Annual Meeting(1)

    | Users’ Guide | Board of Directors | The Company | Shareholders | Compensation- Related Matters | Other Matters |

  28. Nominees for Class III Directors for Election at the 2024 Annual Meeting for a Term Expiring at the 2027 Annual Meeting(1)

    | 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. | | | |

  29. Nominees for Class III Directors for Election at the 2024 Annual Meeting for a Term Expiring at the 2027 Annual Meeting(1)

    | 2024 Proxy Statement and Notice of Annual Shareholder Meeting | | | 11 |

  30. Nominees for Class III Directors for Election at the 2024 Annual Meeting for a Term Expiring at the 2027 Annual Meeting(1)

    | Users’ Guide | Board of Directors | The Company | Shareholders | Compensation- Related Matters | Other Matters |

  31. 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. | | | |

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

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

  33. 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. | | | |

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

    | 2024 Proxy Statement and Notice of Annual Shareholder Meeting | | | 13 |

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

    | Users’ Guide | Board of Directors | The Company | Shareholders | Compensation- Related Matters | Other Matters |

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

    | 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. | | | |

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

    | 2024 Proxy Statement and Notice of Annual Shareholder Meeting | | | 14 |

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

    | Users’ Guide | Board of Directors | The Company | Shareholders | Compensation- Related Matters | Other Matters |

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

    | 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. | | | |

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

    | 2024 Proxy Statement and Notice of Annual Shareholder Meeting | | | 15 |

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

    | Users’ Guide | Board of Directors | The Company | Shareholders | Compensation- Related Matters | Other Matters |

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

    | 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. | | | |

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

    | 2024 Proxy Statement and Notice of Annual Shareholder Meeting | | | 16 |

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

    | Users’ Guide | Board of Directors | The Company | Shareholders | Compensation- Related Matters | Other Matters |

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

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

  46. 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. | | | |

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

    | 2024 Proxy Statement and Notice of Annual Shareholder Meeting | | | 17 |

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

    | Users’ Guide | Board of Directors | The Company | Shareholders | Compensation- Related Matters | Other Matters |

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

    | 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. | | | |

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

    | 2024 Proxy Statement and Notice of Annual Shareholder Meeting | | | 18 |

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

    | Users’ Guide | Board of Directors | The Company | Shareholders | Compensation- Related Matters | Other Matters |

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

    | 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. | | | |

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

    | 2024 Proxy Statement and Notice of Annual Shareholder Meeting | | | 19 |

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

    | Users’ Guide | Board of Directors | The Company | Shareholders | Compensation- Related Matters | Other Matters |

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

    | 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. | | | |

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

    | 2024 Proxy Statement and Notice of Annual Shareholder Meeting | | | 20 |

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

    | Users’ Guide | Board of Directors | The Company | Shareholders | Compensation- Related Matters | Other Matters |

  58. Compensation of Directors

    Compensation of Directors

  59. Non-Employee Director Compensation Philosophy

    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.

  60. Non-Employee Director Compensation Philosophy

    | (2) See “Compensation-Related Matters— Compensation Discussion and Analysis—Compensation Processes—Peer Data” below for a list of the companies included in our Peer Group. | | (3) The Current Compensation Program was implemented following the previously disclosed settlement of two shareholder derivative actions (the “Settlement”) and complies with the terms of the Settlement. |

  61. Non-Employee Director Compensation Philosophy

    | 2024 Proxy Statement and Notice of Annual Shareholder Meeting | | | 32 |

  62. Non-Employee Director Compensation Philosophy

    | Users’ Guide | Board of Directors | The Company | Shareholders | Compensation- Related Matters | Other Matters |

  63. Director Compensation

    Director Compensation

  64. Director Compensation

    | A | B | C | D | E | F | G | H | | Name | Fees earned or paid in cash ($) | Stock awards(1) ($) | Option awards(1)(2) ($) | Non-equity incentive plan compensation ($) | Change in pension value and non-qualified deferred compensation earnings | All other compensation(3) ($) | Total ($) | | Bonnie L. Bassler, Ph.D. | 110,000 | 119,772 | 480,215 | — | — | — | 709,987 | | Michael S. Brown, M.D. | 120,000 | 119,772 | 480,215 | — | — | 9,000(4) | 728,987 | | N. Anthony Coles, M. D. | 100,000 | 119,772 | 480,215 | — | — | 5,000(4) | 704,987 | | Joseph L. Goldstein, M.D. | 110,000 | 119,772 | 480,215 | — | — | — | 709,987 | | Kathryn Guarini, Ph.D.(5) | 31,250 | 199,975 | 799,930 | — | — | — | 1,031,155 | | Christine A. Poon | 148,022 | 119,772 | 480,215 | — | — | — | 748,009 | | Arthur F. Ryan | 120,000 | 119,772 | 480,215 | — | — | 5,000(4) | 724,987 | | David P. Schenkein, M.D.(5) | 31,250 | 199,975 | 799,930 | — | — | — | 1,031,155 | | George L. Sing | 120,000 | 119,772 | 480,215 | — | — | 5,000(4) | 724,987 | | Marc Tessier-Lavigne, Ph.D. (retired) | 67,120 | 119,772 | 480,215 | — | — | — | 667,107 | | Craig B. Thompson, M.D. | 100,000 | 29,036 | 118,750 | — | — | — | 247,785 | | P. Roy Vagelos, M.D. (retired) | — | — | — | — | — | 57,308(6) | 57,308 | | Huda Y. Zoghbi, M.D. | 110,000 | 119,772 | 480,215 | — | — | 5,000(4) | 714,987 |

  65. Director Compensation

    | (1) The amounts in columns C and D reflect the respective aggregate grant date fair values of RSUs and options awarded during the year ended December 31, 2023 pursuant to the Second Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan. Valuation assumptions and methodologies used in the calculation of these amounts do not take into account expected forfeitures and are otherwise described in Note 13 to the Company’s audited financial statements for the fiscal year ended December 31, 2023 included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission (“SEC”) on February 5, 2024 (the “2023 Annual Report”). | | (2) At December 31, 2023, the current and former non-employee directors listed in this table and Dr. Vagelos had the following aggregate number of stock option awards outstanding: Dr. Bassler: 20,975; Dr. Brown: 5,883; Dr. Coles: 5,883; Dr. Goldstein: 5,883; Dr. Guarini: 2,979; Ms. Poon: 52,960; Mr. Ryan: 5,883; Dr. Schenkein: 2,979; Mr. Sing: 52,960; Dr. Tessier-Lavigne: 0; Dr. Thompson: 4,012; Dr. Vagelos: 487,400; and Dr. Zoghbi: 28,635. At December 31, 2023, these individuals had the following aggregate number of RSU awards outstanding: Dr. Bassler: 1,247; Dr. Brown: 1,247; Dr. Coles: 1,247; Dr. Goldstein: 1,247; Dr. Guarini: 240; Ms. Poon: 1,247; Mr. Ryan: 1,247; Dr. Schenkein: 240; Mr. Sing: 1,247; Dr. Tessier-Lavigne: 0; Dr. Thompson: 319; Dr. Vagelos: 5,951; and Dr. Zoghbi: 1,247. | | (3) See the subsection “Compensation-Related Matters - Compensation Dashboard - Additional Compensation Information – Perquisites and Personal Benefits” for information regarding director air transportation in accordance with guidelines approved by our board of directors. | | (4) Consists of a Company contribution paid or payable on or before April 16, 2023 under the Regeneron Matching Gift Program in respect of charitable gifts made in 2023. | | (5) Drs. Guarini and Schenkein were elected as members of the board of directors on September 8, 2023; accordingly, their fees were prorated based on their election date. The table also reflects their initial equity awards granted effective as of their September 8, 2023 election date. | | (6) Consists of (i) $56,154 of salary (including an amount in lieu of accrued and unused vacation) paid pursuant to the terms of the employment agreement with Dr. Vagelos then in effect; and (ii) $1,154 for 401(k) Savings Plan matching contributions in respect of 2023. |

  66. Director Compensation

    | 2024 Proxy Statement and Notice of Annual Shareholder Meeting | | | 35 |

  67. Director Compensation

    | Users’ Guide | Board of Directors | The Company | Shareholders | Compensation- Related Matters | Other Matters |

  68. Director Compensation

    | Proposal No. 1 | | | Election of Directors | | | The board of directors, upon the recommendation of the Corporate Governance and Compliance Committee, has nominated for election at the 2024 Annual Meeting N. Anthony Coles, M.D., Kathryn Guarini, Ph.D., Arthur F. Ryan, and George L. Sing as Class III Directors for a three-year term expiring at the 2027 Annual Meeting; and David P. Schenkein, M.D. as a Class II Director for a two-year term expiring at the 2026 Annual Meeting. | | | | The board of directors unanimously recommends a vote FOR the election of each of these nominees. |

  69. Director Compensation

    | 2024 Proxy Statement and Notice of Annual Shareholder Meeting | | | 36 |

  70. Director Compensation

    | Users’ Guide | Board of Directors | The Company | Shareholders | Compensation- Related Matters | Other Matters |

  71. Indemnification of Directors and Officers

    Indemnification of Directors and Officers Our Certificate of Incorporation provides that, to the fullest extent permitted under the New York Business Corporation Law, no director or officer of our Company shall be personally liable to the Company or its shareholders for monetary damages for any breach of fiduciary duty in such capacity. In addition, our By-Laws provide that we shall indemnify our directors and certain of our other personnel against expenses (including attorneys’ fees) and certain other liabilities, including judgments, fines, and amounts paid in settlement, arising out of or incurred as a result of legal actions brought or threatened against them by reason of their position in our Company, subject to certain qualifications and provided that each such person acted in good faith, in a manner that they reasonably believed was in the Company’s best interest, and, where applicable, not unlawful. Subject to the provisions of our Certificate of Incorporation, our By-Laws, and the New York Business Corporation Law, we may also advance expenses of the individuals entitled to indemnification.

  72. Our Corporate Culture and Pay Philosophy

    | 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. |

  73. 2023 Compensation Highlights

    | 1. | No Additional Equity Awards for CEO and CSO. Consistent with the commitment of the board and the Compensation Committee in December 2020 when our CEO and CSO were each granted front-loaded performance restricted stock units (“PSUs”) in lieu of five years’ worth of annual equity awards (a pledge that was reiterated during our subsequent shareholder engagement), no equity awards were granted to these executives in 2023. See “Compensation Discussion and Analysis – Components of Executive Pay: What We Pay and Why We Pay It – Annual Equity Awards” for more information on these past PSU awards. |

  74. 2023 Compensation Highlights

    | 2. | Further Reduction of Burn Rate. In 2023, our burn rate was 2.69%, which marked the fifth straight year-over-year decrease (and the lowest level in over a decade) despite maintaining one of the broadest equity programs among our peers and increasing the number of our employees by 13% year-over-year. As discussed above, this decrease was achieved by incorporating full-value awards as a component of our annual equity grants and recalibrating the sizing of equity grants. The Compensation Committee used a mix of stock options and full-value equity awards for NEOs below the CEO/CSO level and for other employees in 2023, with the full-value awards consisting of restricted stock awards (“RSAs”) and, for employees outside the United States, restricted stock units (“RSUs”). |

  75. Regeneron Stock Utilization vs. Headcount (2018-2023)*

    | * Burn rate calculated by dividing (a) the sum of (i) the number of shares subject to equity awards (stock options, RSAs, and RSUs) granted during the year and (ii) PSUs earned during the year (if any), by (b) the basic weighted-average number of shares of common stock and Class A stock outstanding during the year. Headcount numbers based on the number of employees as of December 31 of the applicable year. |

  76. Regeneron Stock Utilization vs. Headcount (2018-2023)*

    | 3. | Continued Enhancement of Framework for Determining Annual Cash Incentive Awards. In 2023, informed by shareholder feedback, the Committee further enhanced the framework for its year-end assessment of Company performance and its determination of the Company performance multiplier for annual cash incentive awards. The enhanced framework was designed to provide more rigor to the Committee’s year-end decision-making process and to foster consistency in its decisions year to year. Under the enhanced framework, the Committee began its assessment with a holistic review of performance across the entire organization in order to establish a baseline for the Company performance multiplier. The Committee then applied the framework’s criteria for upward or downward adjustments to the baseline multiplier. Utilizing this approach, the Committee set the Company performance multiplier at 1.9 for 2023. See the subsection “Components of Executive Pay: What We Pay and Why We Pay It — Annual Cash Incentives” for more information on the Committee’s process in setting the Company performance multiplier for 2023. |

  77. Shareholder Engagement and Feedback

    Shareholder Engagement and Feedback We seek the views of our shareholders on executive compensation and other compensation and governance matters, as well as corporate responsibility, and annually engage with our investors to solicit ideas, input, and direct feedback. We do this not only formally through our annual say-on-pay vote but also through direct discussions with shareholders and informal exchanges in other settings. Feedback from these extensive outreach efforts informs the Compensation Committee’s decision-making when evaluating our current compensation program and considering any potential modifications. At our 2023 annual shareholder meeting, our say-on-pay proposal received the support of 87.1% of votes cast, marking the second consecutive year of nearly 90% support. While we believe that Regeneron’s compensation program has been appropriately structured to attract, retain, and motivate our executive team, thus aligning executive interests with those of shareholders, we also believe in the importance of continued shareholder engagement to better understand investor perspectives on our compensation program and philosophy. 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. As in prior years, we pursued engagement opportunities throughout the year, which allowed us to engage with several shareholders multiple times in 2023. In some cases, shareholders expressed that engagement was not necessary at the time because they had no new significant concerns with our compensation or governance practices. The feedback we received in 2023 was generally supportive of our executive pay program. A number of shareholders asked questions about, among other matters, potential use of specific performance metrics in equity awards, the process for determining the Company performance multiplier for annual cash incentive awards, and performance to date under the 2020 PSUs. In some instances, shareholders expressed competing views on specific features of our executive pay program, such as the types of equity awards utilized. The feedback we received in 2023 continued to be an important factor in board and committee discussions. See the subsection “Compensation Discussion and Analysis – Compensation Processes – Shareholder Input and Outreach and the 2023 Say-on-Pay Vote Result” for a more detailed discussion of our shareholder engagement program as well as a summary of recent actions taken in response to shareholder feedback.

  78. How Our Pay Program Works

    | * Robert E. Landry, our former Executive Vice President, Finance and CFO, did not receive any equity awards in 2023 in light of the September 2023 announcement of his planned retirement from the Company effective February 2024. |

  79. What We Do

    | • | Equity compensation is a key component of our compensation program | | • | Designed for long-term alignment: stock options vest over four years with a ten-year term; RSAs vest over four or five years; 2020 PSUs (granted to CEO and CSO) include five-year performance and vesting periods and a three-year post-vesting holding period |

  80. What We Do

    | • | Long-term oriented | | • | Focused on product pipeline | | • | Employee/shareholder mindset |

  81. What We Do

    | • | Primary policy applies to bonus and other incentive compensation of our officers and certain other specified employees, regardless of whether paid or payable in cash, equity, or otherwise and regardless of whether earned or vested | | • | Supplemented in 2023 (as required by amended listing standards of the Nasdaq Stock Market LLC) to provide for recovery of incentive-based compensation of specified officers in the event an accounting restatement renders such compensation erroneously received |

  82. What We Do

    | | Retain an independent compensation consultant |

  83. What We Do

    | • | Independent compensation consultant provides advice directly to the Compensation Committee on all key compensation decisions, as well as recommendations for compensation plans, budgets, and strategies |

  84. What We Don’t Do

    | | Reprice, exchange, or “spring-load” stock options | | | Provide excessive perquisites without a compelling business rationale | | | Provide excise tax gross-ups in any new compensation plans or arrangements | | | Allow hedging or pledging of securities |

  85. Compensation Program Objectives

    | Regeneron CEO Pay Mix* | Peer Group Average CEO Pay Mix* | | | |

  86. Compensation Program Objectives

    | * “At-risk Equity” consists of stock options and any equity awards with performance-based vesting conditions (such as PSUs). For purposes of this chart, we annualized the five-year, front-loaded PSU award that was granted to our CEO in 2020. “Other Equity” consists of all other equity awards, such as time-based RSAs and RSUs. “At-risk Equity” and “Other Equity” reflect the grant date fair value of such equity awards. “STIP” consists of bonus and/or other applicable compensation provided under short-term, non-equity incentive plans. “At-risk” compensation consists of STIP and At-risk Equity. Total compensation amounts reflect direct compensation (total reported compensation, other than amounts reported as “All other compensation” and (if applicable) amounts reported under “Change in pension value and nonqualified deferred compensation earnings”). | | (4) We define “direct pay” or “direct compensation” as total compensation as reported in the Summary Compensation Table in the applicable proxy statement, other than the amounts reported as “All other compensation” and (if applicable) amounts reported under “Change in pension value and nonqualified deferred compensation earnings.” Peer Group CEO pay mix is based on the median for each compensation component using data reported for 2022. |

  87. Components of Executive Pay: What We Pay and Why We Pay It

    | 1. | Base salaries | | 2. | Annual cash incentives | | 3. | Annual equity awards | | 4. | Perquisites and personal benefits | | 5. | Potential severance benefits |

  88. Components of Executive Pay: What We Pay and Why We Pay It

    | | Compensation Components | | | | | | Objective | Base Salaries | Annual Cash Incentives | Annual Equity Awards | Perquisites and Personal Benefits | Potential Severance Payments | | Attract and retain top talent | | | | | | | Provide stability and manage risk | | | | | | | Reward annual performance | | | | | | | Balance immediate focus with pursuit of sustainable long-term performance | | | | | | | Align our employees’ interests with those of shareholders and reward exceptional performance | | | | | | | Promote a culture of scientific innovation, teamwork, and ethical behavior | | | | | |

  89. Annual Cash Incentives

    Annual Cash Incentives Our NEOs are eligible for cash incentives based on annual performance. We use these annual incentive opportunities to reward short-term achievements and milestones towards our long-term goals. We focus on our overall corporate performance to determine the cash incentive payouts of our CEO and our CSO. Our other NEOs’ cash incentive payouts are assessed on both our overall corporate performance and on their individual contributions. As shown in the table below, the annual cash incentive opportunity for each NEO in 2023 was a function of the NEO’s cash incentive target (as a percentage of base salary); the weight and multiplier for the corporate performance component; and, if applicable, the weight and multiplier for the individual performance component. Each NEO’s cash incentive target as a percentage of base salary has remained the same for the last three years.

  90. How We Calculate Our Cash Incentive Awards

    How We Calculate Our Cash Incentive Awards

  91. How We Calculate Our Cash Incentive Awards

    | * Reflects the historical range used by the Compensation Committee. In extraordinary cases, the Committee may exceed this range. The range for the corporate performance multiplier shown above has been exceeded only once in the last decade. |

  92. How We Calculate Our Cash Incentive Awards

    | 2024 Proxy Statement and Notice of Annual Shareholder Meeting | | | 66 |

  93. How We Calculate Our Cash Incentive Awards

    | Users’ Guide | Board of Directors | The Company | Shareholders | Compensation- Related Matters | Other Matters |

  94. How We Calculate Our Cash Incentive Awards

    Using this formula, cash incentives are typically capped at 200% of target for our CEO and CSO and 180% of target for our other NEOs. In addition, cash incentives for each NEO and certain other senior executives are capped at the amounts previously allocated to such executives by the Compensation Committee when setting up the cash incentive pool under the Cash Incentive Bonus Plan toward the beginning of every calendar year. See “Compensation Dashboard—Additional Compensation Information—Annual Cash Incentives.”

  95. 2023 Earned Cash Incentives

    2023 Earned Cash Incentives In determining the level of 2023 cash incentives earned, we calculated the NEOs’ respective target cash incentive amounts (which, for our CEO, was set approximately at the median of the Peer Group) and applied the Company performance multiplier based on the Company’s achievement of 2023 objectives; and, for the three NEOs who also have a personal performance component, we applied a personal performance multiplier. For the three NEOs with a personal performance component, the personal performance component had a 40% weighting and the Company performance component had a 60% weighting. Based on the achievement of corporate goals and, where applicable, individual goals (discussed above and in the subsection “Compensation Dashboard—Additional Compensation Information—Annual Cash Incentives”) in the past year, our NEOs earned the followed cash incentives in 2023:

  96. 2023 Earned Cash Incentives

    | Named Executive Officer | 2023 Base Salary ($) | Cash Incentive Target (as percentage of base salary) | Personal Performance Multiplier | Company Performance Multiplier | 2023 Total Cash Incentive Payout ($) | | Leonard S. Schleifer, M.D., Ph.D. | 1,875,415 | 120% | n/a | 1.9 | 4,275,946 | | George D. Yancopoulos, M.D., Ph.D. | 1,875,415 | 120% | n/a | 1.9 | 4,275,946 | | Robert E. Landry (retired) | 881,406 | 65% | 1.5 | 1.9 | 996,870 | | Daniel P. Van Plew | 931,500 | 65% | 1.5 | 1.9 | 1,053,527 | | Andrew J. Murphy, Ph.D. | 776,250 | 65% | 1.5 | 1.9 | 877,939 |

  97. Annual Equity Awards

    Annual Equity Awards Equity grants generally represent the largest portion of the compensation opportunity awarded annually to our NEOs. These awards are designed to incentivize delivery of sustainable long-term value, which we believe is created by focusing on the discovery, development, and commercialization of new medicines. Our Compensation Committee utilizes a customized framework for determining the size and mix of the annual equity awards of our NEOs and other executives, which is periodically reassessed in light of our business objectives, feedback from our shareholders, and market practices. This framework and the relevant considerations underlying our equity program and the types of awards we have utilized in recent years are summarized below.

  98. Annual Equity Awards

    | 2024 Proxy Statement and Notice of Annual Shareholder Meeting | | | 70 |

  99. Annual Equity Awards

    | Users’ Guide | Board of Directors | The Company | Shareholders | Compensation- Related Matters | Other Matters |

  100. Annual Equity Awards

    | | Performance-Based Sizing and Value Delivery | | Long-Term Value Creation | | • In determining the size of equity awards to our NEOs, we take into account: • Corporate performance (assessment of Regeneron’s corporate accomplishments, particularly as they relate to our product pipeline); and/or • Individual performance (assessment of performance against the corporate goals established by the board of directors for the CEO and the goals established by the Committee and/ or the CEO for the other NEOs, as well as an assessment of the individual’s importance to the Company’s future performance). • Both stock options and PSUs are performance-based: • Stock options only deliver value if we deliver stock price appreciation for shareholders after grant. No amount of time will make a stock option deliver any value unless the company’s stock price increases. • PSUs (which were most recently granted in 2020 but not utilized for any NEOs in 2021-2023) only vest if the relevant performance criteria related to TSR are satisfied. They are designed to reward top performance; reward exceptional long-term shareholder value creation; and ensure stability and continuity of leadership to support the achievement of the next phase of Regeneron’s ambitious product, pipeline, and talent development plans. | | • Stock option grants have ten-year terms and four-year vesting provisions (generally requiring our employees, including our NEOs, to remain employed for four years in order for all options to vest*): • Designed to align with long-term value creation and the development cycle of our products. • PSUs granted in 2020 incorporate a long-term, five-year performance period and require a three-year deferral and holding period: • Designed to promote and reward value creation over eight years. • RSAs/RSUs promote long-term employment: • RSAs/RSUs awarded as a component of annual equity awards vest 50% on the second anniversary of the date of grant and 50% on the fourth anniversary of the date of grant, which is a more backloaded vesting schedule than is typical in the industry. | | | | Meaningful Holding Requirements | | Risk-Mitigating Policies and Practices | | • We require NEOs to retain a significant amount of equity within five years of their employment with Regeneron: • Our CEO and CSO must own shares with a value at least 6x their respective base salaries. • Our other NEOs must own shares with a value at least 2x their respective base salaries. • In addition, PSUs awarded in 2020 require a three-year deferral and holding period following vesting, except in certain limited circumstances. | | • We have a recoupment (clawback) policy that enables us to reduce or recoup equity and other incentive compensation. • This policy is broader than what is required by the recently amended listing standards of the Nasdaq Stock Market LLC.** • We prohibit our NEOs from hedging or pledging Regeneron securities they hold. • We periodically evaluate each NEO’s grant history and prior grant size amounts, as well as the amount of outstanding unvested and/or vested but unexercised stock options and other equity awards (if applicable) held, including whether such awards are “in-the-money.” • These considerations inform future NEO grant sizes and the mix of equity awards utilized. | |

  101. Annual Equity Awards

    | * In the case of our CEO, this is subject to the terms of his employment agreement. See the subsection “Compensation Dashboard—2023 Executive Compensation Tables—Post-Employment Compensation—Leonard S. Schleifer, M.D., Ph.D. Employment Agreement.” In the case of our CSO, unvested stock options held by him will continue to vest following his qualified retirement (as defined in the applicable Company policy). | | ** See the subsection “Compensation Processes—Risk Assessment” below for further information about the recoupment (clawback) policy. |

  102. Annual Equity Awards

    In applying this framework in 2023, the Compensation Committee determined to grant our NEOs the target grant date fair value of the equity awards shown in the table below, with 60% of the grant date fair value of each NEO award allocated to stock options and 40% to RSAs. Our CEO and CSO did not receive any equity awards in 2023, and no equity awards were granted to our former CFO due to his planned retirement in early 2024. The 2023 NEO annual equity awards were expressed in dollar terms (i.e., based on their grant date fair value). This approach allows for value delivery to be normalized and predictable year-over-year, an important consideration for the top talent we seek to attract and retain, and aligns with industry peers of similar size, maturity, and growth trajectory. It has also contributed to lowering the Company’s burn rate in recent years and helped address feedback relating to the levels of burn rate viewed as acceptable by some of our shareholders. In 2023, our burn rate was 2.69%, which marked the fifth consecutive year-over-year decrease (and the lowest level in over a decade) despite maintaining one of the broadest equity programs among our peers and increasing the number of our employees by 13% year-over-year.

  103. Annual Equity Awards

    | 2024 Proxy Statement and Notice of Annual Shareholder Meeting | | | 71 |

  104. Annual Equity Awards

    | Users’ Guide | Board of Directors | The Company | Shareholders | Compensation- Related Matters | Other Matters |

  105. 2023 Annual Equity Awards

    2023 Annual Equity Awards

  106. 2023 Annual Equity Awards

    | | Annual Stock Options | | Annual RSAs | | Total | | Named Executive Officer | ($)*** | (#) | ($)*** | (#) | ($)*** | | Leonard S. Schleifer, M.D., Ph.D.* | – | – | – | – | – | | George D. Yancopoulos, M.D., Ph.D.* | – | – | – | – | – | | Robert E. Landry (retired)** | – | – | – | – | – | | Daniel P. Van Plew | 4,050,000 | 11,473 | 2,700,000 | 3,199 | 6,750,000 | | Andrew J. Murphy, Ph.D. | 4,050,000 | 11,473 | 2,700,000 | 3,199 | 6,750,000 |

  107. 2023 Annual Equity Awards

    | * Drs. Schleifer and Yancopoulos did not receive any equity awards in 2023. See “Update on 2020 PSU Awards” below for more information. | | ** Mr. Landry did not receive any equity awards in 2023 in light of the September 2023 announcement of his planned retirement from the Company effective February 2024. | | *** Represents the target grant date fair value of the awards. See “Compensation Dashboard—2023 Executive Compensation Tables—2023 Summary Compensation Table” for the actual grant date fair value of such awards. |

  108. 2023 Annual Equity Awards

    All of the equity awards granted to the NEOs in 2023 are subject to the Company’s policy regarding recoupment or reduction (clawback) of incentive compensation (as supplemented in 2023 to comply with amended listing standards of the Nasdaq Stock Market LLC), including after such awards have been earned/vested.

  109. Annual Stock Option Awards

    Annual Stock Option Awards Stock options represented 60% of the grant date fair value of the annual equity awards for each of the NEOs who received such awards in 2023. The use of stock options for 2023 annual equity awards to these NEOs was based on our long-held view that stock options are a useful compensation tool when used thoughtfully as part of a well-designed compensation program because they are inherently performance-based, requiring stock price appreciation before there is any real value earned, and simple. No amount of time will make a stock option deliver any value unless the company’s stock price increases. In addition, stock options incentivize these NEOs to take actions that increase shareholder value over the entire 10-year option term, which we believe is consistent with the drug discovery and development cycle. Stock options awarded to our NEOs in 2023 have an exercise price of $843.79 per share, the average of the high and low sales price per share of our common stock as quoted on the Nasdaq Global Select Market on the date of grant. These grants consist of non-qualified stock options and vest ratably over a period of four years. Except as set forth below in the subsection “Compensation Dashboard—2023 Executive Compensation Tables—Post-Employment Compensation,” stock option vesting ceases, and unvested stock options are forfeited, upon termination of employment.

  110. Annual RSAs

    Annual RSAs Time-based RSAs represented 40% of the grant date fair value of the annual equity award for each of the NEOs who received such awards in 2023. In continuing to use RSAs/RSUs as a component of the equity award mix for the 2023 annual equity awards to our NEOs and other employees, the Compensation Committee took into account, among other factors, shareholder feedback about the annual rate of equity compensation dilution, retention considerations, and employee input. The RSAs vest 50% on the second anniversary of the date of grant and 50% on the fourth anniversary of the date of grant, which is a more backloaded vesting schedule than is typical in the industry.

  111. Update on 2020 PSU Awards

    Update on 2020 PSU Awards As previously disclosed, in 2020 our CEO and CSO received front-loaded PSU awards in lieu of five years’ worth of annual equity awards (2020 through 2024). Consistent with the board’s commitment to grant no additional equity awards to our CEO or CSO until the Company’s regular year-end grant cycle in December 2025, the Compensation Committee granted no equity awards to our CEO or CSO in 2023 or the prior two years. In recent shareholder engagement cycles, a number of investors expressed an interest in receiving an update on performance to date as it relates to the 2020 PSUs. We have included the disclosure below to address this request. In designing the 2020 PSU awards, the Compensation Committee and the non-employee members of our board intentionally set challenging goals that would require extraordinary success in our scientific endeavors and business execution. The results to date suggest the awards have been working in the way they were intended. Over the first three years of the five-year performance period (2021-2023), our stock delivered a cumulative TSR of 82%, thanks in large part to the business achievements since the date of grant (including those summarized above in the subsection “Compensation Program Overview — 2023 Business Highlights”). Commencing on December 31, 2023, the third anniversary of the date of grant, the PSUs became eligible for earnout at levels above the threshold performance level. As of December 31, 2023, 128.27% of the target number of the 2020 PSUs granted to each recipient (248,108 PSUs), or 318,248 PSUs, had been earned based on the average closing price of the Company’s common stock over the preceding 20 consecutive trading days ($851.06) and are eligible to vest in December 2025, subject to continued service. See Appendix B for more information about the performance goals underlying the 2020 PSUs and the corresponding earnout levels. To the extent any earned PSUs subsequently vest in December 2025, they will remain (on an after-tax basis) subject to an additional three-year deferral and holding period until December 2028. The eight-year life of these awards is of longer duration than is typical in our industry and the broader market and was consciously selected by the Compensation Committee to further our corporate culture and pay philosophy through alignment with the drug discovery and development cycle and long-term shareholder value creation.

  112. Potential Severance Payments

    Potential Severance Payments Our NEOs are entitled to certain severance benefits upon the voluntary or involuntary termination of their employment, as discussed further in the subsection “Compensation Dashboard—Additional Compensation Information—Potential Severance Payments.” Please note the following with respect to the change-in-control and other severance provisions applicable to our NEOs and other employees:

  113. Potential Severance Payments

    | • | Outstanding equity award agreements (with the exceptions and qualifications described in the subsection “Compensation Dashboard—Additional Compensation Information—Potential Severance Payments”) for all employees include a governance best-practice “double trigger” provision for the acceleration of vesting of awards granted thereunder only upon a without-cause termination by the Company within two years of a change in control. | | • | We have a policy against excise tax gross-up provisions for payments contingent on a change in control of Regeneron in contracts, compensatory plans, and other arrangement with the Company’s officers (including NEOs) with the exception of the CEO under his existing employment agreement or amendments to it. | | • | Regeneron has no pension, deferred compensation, or retirement plans for U.S.-based employees other than our 401(k) Savings Plan described above. |

  114. Compensation Committee

    Compensation Committee The Compensation Committee is responsible for overseeing the Company’s general compensation objectives and programs. The Compensation Committee evaluates the performance of our NEOs and approves their compensation—in the case of the CEO, subject to approval of the non-employee members of the board of directors. The Compensation Committee operates under a written charter adopted by the board of directors and regularly reviews and reassesses the adequacy of its charter. A copy of the current charter is available on our website at www.regeneron.com under the “Corporate Governance” heading on the “Investors & Media” page. Annual salaries for the following year and year-end cash incentives and equity awards for all employees are determined in December of each year based on Company and individual performance, as well as other factors, which may include compensation trends among our Peer Group and in the biotechnology industry in general. With respect to our CEO, this process is formalized in the Compensation Committee’s charter, which specifies that the Compensation Committee is to annually present the proposed annual compensation of the CEO to the non-employee members of the board of directors for approval. The Company’s recent practice has been to require approval of the proposed annual compensation of the CSO by the non-employee members of the board of directors as well. The non-employee directors have also been involved in reviewing the Company’s performance for purposes of setting the annual cash incentive payout. We make our annual equity awards on a regular, pre-set schedule. The meetings at which such grants are approved are generally scheduled well in advance of the grant date, without regard to the timing of earnings or other major announcements. We generally grant annual equity awards to eligible employees whose performance is determined to merit an annual grant, including the NEOs, at a meeting held during December. Pursuant to the terms of the Second Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan, stock option awards are granted with an exercise price equal to the average of the high and low sales price per share of our common stock as quoted on the Nasdaq Global Select Market on the date of the grant or, if such date is not a trading day, on the last preceding date on which there was a sale of our common stock on the Nasdaq Global Select Market. We periodically evaluate the personal benefits and perquisites afforded to our NEOs. The Compensation Committee also regularly meets in executive session to discuss any of the matters that fall within its responsibilities.

  115. Shareholder Input and Outreach and the 2023 Say-on-Pay Vote Result

    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 received positive feedback on the board’s establishment of a robust Lead Independent Director role, the appointments of Drs. Guarini and Schenkein to the board and continued board refreshment, and the attainment of the board’s previously disclosed goal to increase board gender diversity to over 30%. As in prior years, 2023 shareholder feedback shaped subsequent meeting agendas and boardroom discussions. With respect to executive compensation, feedback provided in 2023 was generally positive. A number of shareholders indicated that they understood and supported Regeneron’s compensation program while others had questions about, among other matters, potential use of specific performance metrics in equity awards, the process for determining the Company performance multiplier for annual cash incentive awards, and performance to date under the 2020 PSUs. In some instances, shareholders expressed competing views on specific features of our executive pay program, such as the types of equity awards utilized. We have included additional disclosure in this proxy statement to better communicate on certain of these matters, including a discussion of the continued enhancement of the framework for the Compensation Committee’s assessment of Company performance and its determination of the Company performance multiplier. See “Components of Executive Pay: What We Pay and Why We Pay It — Annual Cash Incentives” and “Components of Executive Pay: What We Pay and Why We Pay It — Annual Equity Awards — Update on 2020 PSU Awards” for more information. We will continue to consider shareholder feedback in executive compensation decisions. Set forth below are select changes to executive compensation and governance practices and other actions taken by the board and/or the relevant board committee in recent years that were informed by shareholder feedback.

  116. Response to Recent Shareholder Feedback

    | Board Leadership Structure | | | • | Established robust Lead Independent Director role as part of new board leadership structure (2023). | | Board Refreshment | | | • | Appointed Dr. Guarini, former Chief Information Officer at IBM, and Dr. Schenkein, General Partner and Co-lead of the Life Sciences team at GV (formerly Google Ventures), to the Board (2023). | | • | Elected Dr. Craig B. Thompson, former President and Chief Executive Officer of Memorial Sloan Kettering Cancer Center, to the Board (2022). | | Board Gender Diversity | | | • | Prioritized female candidates in director search efforts, contributing to the selection of Dr. Guarini as a director candidate and her election to the board in the fall of 2023 (2023). | | Say-on-Pay | | | • | Voluntarily adopted an annual say-on-pay vote (2022). | | Enhanced Disclosure | | | • | Enhanced proxy statement disclosure surrounding board structure and leadership (including with respect to the duties and responsibilities of our Lead Independent Director), board composition and refreshment, board oversight of pricing decisions/access to medicine, dual-class capital structure, annual cash incentive determinations, 2020 PSUs, and certain other corporate governance matters (2022-2024). | | Pay-for-Performance Alignment | | | • | Introduced PSUs as a component of CEO and CSO equity awards (2019). | | • | Granted 100% of CEO and CSO equity awards in the form of PSUs (2020). | | • | Reaffirmed, and delivered on, commitment to issue no additional equity awards for CEO and CSO before December 2025 (2021-2024). | | Management Stability | | | • | Increased holding/vesting requirements for CEO and CSO by incorporating a five-year performance period and a subsequent three-year holding period in most recent equity awards (2020). | | Dilution/Burn Rate Concerns | | | • | Introduced and then expanded the use of full-value awards as a component of annual equity awards; recalibrated equity award size (stock options and RSAs/RSUs) for NEOs below the CEO/CSO level and other employees (2019-2023). | | Annual Cash Incentives | | | • | Enhanced the process by which the Compensation Committee determines the Company performance multiplier for annual cash incentives; provided more detailed disclosure regarding this process (2019-2024). | | Compensation of Non-Employee Directors | | | • | Introduced new compensation program for our non-employee directors, thereby reducing the annual grant date fair value of their equity awards by nearly 50% (2018). | | Corporate Responsibility and Sustainability | | | • | Increased the breadth and depth of ESG data collection and reporting; aligned annual Responsibility Report with the SASB framework; and, since 2021, published a separate annual report on climate-related risks and opportunities aligned with the recommendations developed by the TCFD (2017-2024). | | • | Bolstered diversity initiatives and reporting, including by making a commitment to increase diversity in leadership and strengthen a culture of inclusion as part of global ESG goals and publishing consolidated EEO-1 data (data from annual reports submitted to the U.S. Equal Employment Opportunity Commission) on Regeneron’s website (2018-2024). |

  117. Independent Compensation Consultant

    Independent Compensation Consultant The Compensation Committee has the sole authority to retain, at the Company’s expense, one or more third-party compensation consultants to assist the Compensation Committee in performing its responsibilities and to terminate the services of the consultant if the Compensation Committee deems it appropriate. The Compensation Committee (and, as discussed above with respect to non-employee director compensation matters, the Corporate Governance and Compliance Committee) has utilized the services of Pay Governance LLC since September 2021. In order to maintain its independence, the Compensation Committee retained Pay Governance LLC directly, and Pay Governance LLC performed services for the Compensation Committee exclusively at the Compensation Committee’s direction. The Compensation Committee periodically evaluates the independence of its compensation consultant. In accordance with applicable listing standards of the Nasdaq Stock Market LLC and SEC rules, in 2023 the Compensation Committee evaluated the independence of Pay Governance LLC; and, on the basis of this evaluation, concluded that the engagement of Pay Governance LLC did not raise any conflicts of interest. The Compensation Committee’s consultant reviews management recommendations for compensation plans, budgets, and strategies, and also advises the Compensation Committee on how regulations and trends in executive compensation nationally and specifically in the pharmaceutical and biopharmaceutical industries may be relevant to the Company. It also assists with developing the Peer Group; provides comparative compensation information for our CEO and CSO and other senior executives (using the Peer Group and other compensation data as described below); reviews senior management’s compensation recommendations for other officers, including the other NEOs; and provides general advice to the Compensation Committee on compensation matters, including facilitating the articulation and periodic review of the Company’s compensation philosophy and replenishment of our long-term equity incentive plan.

  118. Peer Data

    Peer Data For purposes of setting our NEOs’ and other senior executives’ compensation, we use comparative compensation information from a relevant peer group of companies (referred to in this proxy statement as the “Peer Group”). In 2023, we selected the companies in the Peer Group with the assistance of Pay Governance LLC based on factors including, but not limited to, the following:

  119. Peer Data

    The Peer Group is also meant to provide a representative sample of companies with which we compete for talent. We periodically reassess the composition of the Peer Group and make changes as appropriate, taking into account factors such as changes in the Company’s market capitalization and merger-and-acquisition activity impacting the existing Peer Group companies. The Peer Group utilized in 2023 consists of the following 12 companies:

  120. Peer Data

    The Compensation Committee reviewed the Peer Group in June 2023 and, based on the recommendation of Pay Governance LLC, did not make any changes. As part of its assessment, the Compensation Committee took into account that Regeneron ranked at the 45th-50th percentile in the Peer Group based on market capitalization, revenues for the last four completed quarters, and the then-available reported number of employees, based on the data provided to the Committee, as shown in the table below.

  121. Peer Data

    In making the compensation decisions in December 2023, we used data from publicly filed proxy statements of the companies in the Peer Group (as compiled by the Compensation Committee’s compensation consultant) to review each component of compensation of our NEOs against their peers in the Peer Group as well as their total annual compensation in relation to the Peer Group, while giving regard to various factors such as the executives’ respective performance, past compensation history, experience, and role in the Company’s success. We use Peer Group data as a point of reference for measurement, but Peer Group data do not represent the only factor considered and there is no targeted pay level percentile. The Compensation Committee retains discretion in determining the nature and extent of the use of Peer Group data.

  122. 2023 Summary Compensation Table

    2023 Summary Compensation Table

  123. 2023 Summary Compensation Table

    | A | B | C | E | F | G | I | J | | Name and principal position | Year | Salary ($) | Stock awards ($)(1) | Option awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Leonard S. Schleifer, M.D., Ph.D. | 2023 | 1,875,415 | — | — | 4,275,946 | 2,032,977(4) | 8,184,338 | | Board co-Chair, President and Chief Executive Officer | 2022 | 1,811,995 | — | — | 4,131,349 | 1,060,725 | 7,004,069 | | | 2021 | 1,767,800 | — | — | 4,030,584 | 672,130 | 6,470,514 | | George D. Yancopoulos, M.D., Ph.D. | 2023 | 1,875,415 | — | — | 4,275,946 | 1,608,469(5) | 7,759,830 | | Board co-Chair, President and Chief Scientific Officer | 2022 | 1,811,995 | — | — | 4,131,349 | 650,352 | 6,593,696 | | | 2021 | 1,767,800 | — | — | 4,030,584 | 599,980 | 6,398,364 | | Robert E. Landry (retired) | 2023 | 881,406 | — | — | 996,870 | 26,200(6) | 1,904,476 | | Former Executive Vice President, Finance and Chief Financial Officer | 2022 | 851,600 | 2,799,320 | 4,199,713 | 963,160 | 24,700 | 8,838,493 | | | 2021 | 822,800 | 2,559,468 | 3,839,805 | 1,052,182 | 24,200 | 8,298,455 | | Daniel P. Van Plew | 2023 | 931,500 | 2,699,284 | 4,049,638 | 1,053,527 | 26,200(6) | 8,760,149 | | Executive Vice President and General Manager, Industrial Operations and Product Supply | 2022 | 900,000 | 2,759,361 | 4,139,777 | 1,017,900 | 36,499 | 8,853,537 | | | 2021 | 822,800 | 2,799,882 | 4,199,871 | 930,587 | 20,950 | 8,774,090 | | Andrew J. Murphy, Ph.D. | 2023 | 776,250 | 2,699,284 | 4,049,638 | 877,939 | 26,200(6) | 8,429,311 | | Executive Vice President, Research | 2022 | 750,000 | 2,999,842 | 4,499,737 | 848,250 | 24,700 | 9,122,529 | | | 2021 | 724,500 | 2,231,397 | 3,347,323 | 819,410 | 24,200 | 7,146,830 |

  124. 2023 Summary Compensation Table

    | (1) The amounts in columns E and F reflect the respective aggregate grant date fair values (disregarding estimated forfeitures) of RSAs and stock option awards granted in 2023, 2022, and 2021, respectively, pursuant to the Second Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan. Valuation assumptions and methodologies used in the calculation of these amounts for 2023 are included in Note 13 to the Company’s audited financial statements for the fiscal year ended December 31, 2023, included in the 2023 Annual Report. | | (2) Non-equity incentive plan compensation amounts (consisting of cash incentives paid to the NEOs in respect of the relevant year under the Regeneron Pharmaceuticals, Inc. Cash Incentive Bonus Plan) are shown in the year in which they were accrued and earned. | | (3) See the subsection “Additional Compensation Information—Perquisites and Personal Benefits” below for further information. Certain 2023 perquisites and other personal benefits are quantified for each of the NEOs in the footnotes to this table below based on the actual additional cost incurred by us in providing the perquisite or other personal benefit. | | (4) Consists of (i) $20,724 for life insurance premiums, (ii) $8,465 for disability insurance premiums, (iii) $28,822 for medical malpractice insurance premiums, (iv) $15,000 for 401(k) Savings Plan matching contributions in respect of 2023, (v) $11,200 for tax and financial planning advisory services, (vi) $400,000 for fees the Company paid on behalf of Dr. Schleifer associated with a filing required to be made by Dr. Schleifer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which related to anticipated acquisitions by Dr. Schleifer of common stock upon the vesting of PSU awards and/or the exercise of his stock options (as described further in the subsection “Additional Compensation Information–Perquisites and Personal Benefits” below), (vii) $417,160 for a tax reimbursement related to the fees referenced in (vi), (viii) $250,000 for personal use of Company-provided aircraft, and (ix) $881,606 for security services (consisting of secure car transportation and personal and residential security services) (in the case of clauses (viii) and (ix), in accordance with our security policy and calculated as described in the subsection “Additional Compensation Information—Perquisites and Personal Benefits” below). | | (5) Consists of (i) $15,000 for 401(k) Savings Plan matching contributions in respect of 2023, (ii) $2,200 for tax and financial planning advisory services, (iii) $400,000 for fees the Company paid on behalf of Dr. Yancopoulos associated with a filing required to be made by Dr. Yancopoulos under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which related to anticipated acquisitions by Dr. Yancopoulos of common stock upon the vesting of PSU awards and/or the exercise of his stock options (as described further in the subsection “Additional Compensation Information–Perquisites and Personal Benefits” below), (iv) $417,160 for a tax reimbursement related to the fees referenced in (iii), (v) $62,578 for personal use of Company-provided aircraft, and (vi) $711,531 for security services (consisting of secure car transportation and personal and residential security services) (in the case of clauses (v) and (vi), in accordance with our security policy and calculated as described in the subsection “Additional Compensation Information—Perquisites and Personal Benefits” below). | | (6) Consists of (i) $15,000 for 401(k) Savings Plan matching contributions in respect of 2023 and (ii) $11,200 for tax and financial planning advisory services. |

  125. 2023 Summary Compensation Table

    | 2024 Proxy Statement and Notice of Annual Shareholder Meeting | | | 82 |

  126. 2023 Summary Compensation Table

    | Users’ Guide | Board of Directors | The Company | Shareholders | Compensation- Related Matters | Other Matters |

  127. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table and explanatory footnotes provide information regarding the annual cash incentive and equity awards granted to our NEOs during 2023.

  128. 2023 Grants of Plan-Based Awards

    | A | B | C | D | E | I | J | K | | L | | | | | | | All other | All other | | Closing | | | | | | | | stock | option | | price of | | | | | Estimated Possible Payouts | | | awards: | awards: | Exercise | Company | Grant date | | | | Under Non-Equity Incentive Plan | | | number | number of | or base | common | fair value | | | | Awards(1) | | | of shares | securities | price of | stock | of stock | | | | | | | of stock | underlying | option | on grant | and option | | | | Threshold | Target | Maximum | or units | options | awards | date | awards | | Name | Grant date | ($) | ($) | ($) | (#) | (#) | ($/Sh)(2) | ($/Sh)(2) | ($)(3) | | Leonard S. Schleifer, M.D., Ph.D. | — | — | 2,250,498 | 4,533,846 | — | — | — | — | — | | George D. Yancopoulos, M.D., Ph.D. | — | — | 2,250,498 | 4,533,846 | — | — | — | — | — | | Robert E. Landry (retired) | — | — | 572,914 | 1,046,272 | — | — | — | — | — | | Daniel P. Van Plew | — | — | 605,475 | 1,220,651 | — | — | — | — | — | | | 12/08/2023(4) | — | — | — | — | 11,473 | 843.79 | 840.14 | 4,049,638 | | | 12/08/2023(5) | — | — | — | 3,199 | — | — | — | 2,699,284 | | Andrew J. Murphy, Ph.D. | — | — | 504,563 | 1,046,272 | — | — | — | — | — | | | 12/08/2023(4) | — | — | — | — | 11,473 | 843.79 | 840.14 | 4,049,638 | | | 12/08/2023(5) | — | — | — | 3,199 | — | — | — | 2,699,284 |

  129. 2023 Grants of Plan-Based Awards

    | (1) Cash incentive awards under the Regeneron Pharmaceuticals, Inc. Cash Incentive Bonus Plan. The actual cash incentive awards earned in respect of 2023 and paid out in January 2024 are reported as “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table above. The maximum amount in this column represents the maximum cash incentive allocated to each executive by the Compensation Committee in March 2023 under the Cash Incentive Bonus Plan. | | (2) These options have an exercise price equal to the average of the high and low sales price per share of the Company’s common stock on the date of grant. Therefore, the closing price of our common stock on the grant date may be higher or lower than the exercise price of these options. | | (3) The amounts in this column represent the grant date fair value (disregarding estimated forfeitures) of the awards made pursuant to the Second Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan. The valuation assumptions and methodologies used in the calculation of these amounts are included in Note 13 to the Company’s audited financial statements for the fiscal year ended December 31, 2023, included in the 2023 Annual Report. | | (4) The NEO received a non-qualified stock option award that vests subject to continued employment at a rate of 25% per year over the first four years of the maximum ten-year option term. | | (5) The NEO received an annual RSA that vests 50% on the second anniversary of the date of grant and 50% on the fourth anniversary of the date of grant, subject to the NEO’s continued employment. |

  130. 2023 Grants of Plan-Based Awards

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  131. 2023 Grants of Plan-Based Awards

    | Users’ Guide | Board of Directors | The Company | Shareholders | Compensation- Related Matters | Other Matters |

  132. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table and explanatory footnotes provide information regarding unexercised stock options and PSUs or RSAs (as applicable) held by our NEOs as of December 31, 2023.

  133. Outstanding Equity Awards at 2023 Fiscal Year-End

    | A | B | C | D | E | F | G | H | I | J | | | Option Awards | | | | | Stock Awards | | | | | Name | Number of securities underlying unexercised options exercisable (#) | Number of securities underlying unexercised options unexercisable (#) | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) | | Leonard S. Schleifer, M.D., Ph.D. | 81,278 | — | — | 372.46 | 12/11/2029 | — | — | — | — | | | 129,013 | — | — | 381.40 | 12/12/2028 | — | — | — | — | | | 139,474 | — | — | 378.98 | 12/12/2027 | — | — | — | — | | | 146,815 | — | — | 381.92 | 12/16/2026 | — | — | — | — | | | 172,723 | — | — | 555.67 | 12/16/2025 | — | — | — | — | | | 203,204 | — | — | 399.66 | 12/16/2024 | — | — | — | — | | | — | — | — | — | — | — | — | 620,270(1) | 544,776,938(2) | | TOTAL | 872,507 | | | | | | | 620,270 | 544,776,938 | | George D. Yancopoulos, M.D., Ph.D. | 81,278 | — | — | 372.46 | 12/11/2029 | — | — | — | — | | | 129,013 | — | — | 381.40 | 12/12/2028 | — | — | — | — | | | 139,474 | — | — | 378.98 | 12/12/2027 | — | — | — | — | | | 146,815 | — | — | 381.92 | 12/16/2026 | — | — | — | — | | | 146,815 | — | — | 555.67 | 12/16/2025 | — | — | — | — | | | 172,723 | — | — | 399.66 | 12/16/2024 | — | — | — | — | | | — | — | — | — | — | — | — | 620,270(1) | 544,776,938(2) | | TOTAL | 816,118 | | | | | | | 620,270 | 544,776,938 | | Robert E. Landry (retired) | 3,556 | 10,666(3) | — | 726.53 | 12/16/2032 | — | — | — | — | | | 8,480 | 8,478(4) | — | 644.54 | 12/08/2031 | — | — | — | — | | | 14,963 | 4,987(5) | — | 492.00 | 12/09/2030 | — | — | — | — | | | 24,500 | — | — | 372.46 | 12/11/2029 | — | — | — | — | | | 20,000 | — | — | 381.40 | 12/12/2028 | — | — | — | — | | | 17,737 | — | — | 378.98 | 12/12/2027 | — | — | — | — | | | — | — | — | — | — | 3,853(6) | 3,384,051(2) | — | — | | | — | — | — | — | — | 1,985(7) | 1,743,406(2) | — | — | | | — | — | — | — | — | 965(8) | 847,550(2) | — | — | | TOTAL | 89,236 | 24,131 | | | | 6,803 | 5,975,007 | | |

  134. Outstanding Equity Awards at 2023 Fiscal Year-End

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  135. Outstanding Equity Awards at 2023 Fiscal Year-End

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  136. Outstanding Equity Awards at 2023 Fiscal Year-End

    | A | B | C | D | E | F | G | H | I | J | | | Option Awards | | | | | Stock Awards | | | | | Name | Number of securities underlying unexercised options exercisable (#) | Number of securities underlying unexercised options unexercisable (#) | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) | | Daniel P. Van Plew | — | 11,473(9) | — | 843.79 | 12/8/2033 | — | — | — | — | | | 3,505 | 10,514(3) | — | 726.53 | 12/16/2032 | — | — | — | — | | | 9,274 | 9,274(4) | — | 644.54 | 12/08/2031 | — | — | — | — | | | 14,963 | 4,987(5) | — | 492.00 | 12/09/2030 | — | — | — | — | | | 24,500 | — | — | 372.46 | 12/11/2029 | — | — | — | — | | | 23,125 | — | — | 381.40 | 12/12/2028 | — | — | — | — | | | — | — | — | — | — | 3,199(10) | 2,809,650(2) | — | — | | | — | — | — | — | — | 3,798(6) | 3,335,745(2) | — | — | | | — | — | — | — | — | 2,172(7) | 1,907,646(2) | — | — | | | — | — | — | — | — | 965(8) | 847,550(2) | — | — | | | — | — | — | — | — | 5,000(11) | 4,391,450(2) | — | — | | TOTAL | 75,367 | 36,248 | | | | 15,134 | 13,292,041 | | | | Andrew J. Murphy, Ph.D. | — | 11,473(9) | — | 843.79 | 12/8/2033 | — | — | — | — | | | 3,810 | 11,428(3) | — | 726.53 | 12/16/2032 | — | — | — | — | | | 7,392 | 7,391(4) | — | 644.54 | 12/08/2031 | — | — | — | — | | | 18,750 | 6,250(5) | — | 492.00 | 12/09/2030 | — | — | — | — | | | 24,500 | — | — | 372.46 | 12/11/2029 | — | — | — | — | | | 25,000 | — | — | 381.40 | 12/12/2028 | — | — | — | — | | | 50,000 | — | — | 378.98 | 12/12/2027 | — | — | — | — | | | 34,000 | — | — | 381.92 | 12/16/2026 | — | — | — | — | | | 35,000 | — | — | 555.67 | 12/16/2025 | — | — | — | — | | | 40,000 | — | — | 399.66 | 12/16/2024 | — | — | — | — | | | — | — | — | — | — | 3,199(10) | 2,809,650(2) | — | — | | | — | — | — | — | — | 4,129(6) | 3,626,459(2) | — | — | | | — | — | — | — | — | 1,731(7) | 1,520,320(2) | — | — | | | — | — | — | — | — | 964(8) | 846,672(2) | — | — | | | — | — | — | — | — | 8,285(11) | 7,276,633(2) | — | — | | TOTAL | 238,452 | 36,542 | | | | 18,308 | 16,079,733 | | |

  137. Outstanding Equity Awards at 2023 Fiscal Year-End

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  138. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Users’ Guide | Board of Directors | The Company | Shareholders | Compensation- Related Matters | Other Matters |

  139. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) This PSU award was granted to the NEO on December 31, 2020 and has a five-year performance period from the date of grant. Based on performance as of December 31, 2023 in accordance with SEC rules, the number of PSUs shown in this table assumes a maximum level of payout. Pursuant to the terms of underlying award agreement, the actual number of PSUs earned as of December 31, 2023 was 318,248. | | (2) Reflects the closing price of $878.29 per share of the Company’s common stock on the Nasdaq Global Select Market on December 29, 2023. | | (3) This stock option award was granted to the NEO on December 16, 2022 and vests at a rate of 25% per year over the first four years of the option term. | | (4) This stock option award was granted to the NEO on December 8, 2021 and vests at a rate of 25% per year over the first four years of the option term. | | (5) This stock option award was granted to the NEO on December 9, 2020 and vests at a rate of 25% per year over the first four years of the option term. | | (6) This RSA was granted to the NEO on December 16, 2022 and vests 50% on the second anniversary of the date of grant and 50% on the fourth anniversary of the date of grant, subject to the NEO’s continued employment. | | (7) This RSA was granted to the NEO on December 8, 2021 and vests 50% on the second anniversary of the date of grant and 50% on the fourth anniversary of the date of grant, subject to the NEO’s continued employment. | | (8) This RSA was granted to the NEO on December 9, 2020 and vests 50% on the second anniversary of the date of grant and 50% on the fourth anniversary of the date of grant, subject to the NEO’s continued employment. | | (9) This stock option award was granted to the NEO on December 8, 2023 and vests at a rate of 25% per year over the first four years of the option term. | | (10) This RSA was granted to the NEO on December 8, 2023 and vests 50% on the second anniversary of the date of grant and 50% on the fourth anniversary of the date of grant, subject to the NEO’s continued employment. | | (11) This RSA was granted to the NEO on December 9, 2020 and vests 100% on the fifth anniversary of the date of grant, subject to the NEO’s continued employment. |

  140. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The following table and explanatory footnotes provide information with regard to amounts realized by our NEOs during 2023 as a result of the exercise of stock options or the vesting of PSUs or RSAs.

  141. 2023 Option Exercises and Stock Vested

    | A | B | C | D | E | | | Option awards | | Stock awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($)(1) | Number of shares acquired on vesting (#) | Value realized on vesting ($)(2) | | Leonard S. Schleifer, M.D., Ph.D. | — | — | 25,155 | 21,233,084 | | George D. Yancopoulos, M.D., Ph.D. | — | — | 25,155 | 21,233,084 | | Robert E. Landry (retired) | 9,400 | 4,162,358 | 20,798 | 17,712,538 | | Daniel P. Van Plew | 23,125 | 10,666,638 | 8,484 | 7,160,608 | | Andrew J. Murphy, Ph.D. | 40,000 | 21,368,200 | 28,043 | 23,859,597 |

  142. 2023 Option Exercises and Stock Vested

    | (1) Amounts reflect the difference between the exercise price of the option(s) and, as applicable (depending on the manner of exercise), the average of the high and low sales price per share of the Company’s common stock on the Nasdaq Global Select Market on the exercise date(s) or the market price at which the relevant options were exercised on the exercise date(s). | | (2) Amount reflects the average of the high and low sales price per share of the Company’s common stock on the Nasdaq Global Select Market on the vesting date. |

  143. Potential Payments under Change in Control Severance Plan

    Potential Payments under Change in Control Severance Plan

  144. Potential Payments under Change in Control Severance Plan

    | | Cash Severance(1) ($) | Benefits Continuation(2) ($) | Value of Accelerated Stock Options/RSAs/ PSUs(3) ($) | Cutback(4) ($) | Total Amount(5) ($) | | George D. Yancopoulos, M.D., Ph.D. | 11,195,046 | 102,711 | 306,971,138 | — | 318,268,895 | | Robert E. Landry (retired) | 3,732,288 | 178,497 | 11,501,840 | — | 15,412,625 | | Daniel P. Van Plew | 3,787,906 | 173,009 | 19,377,690 | — | 23,338,605 | | Andrew J. Murphy, Ph.D. | 3,255,773 | 117,731 | 22,351,824 | — | 25,725,328 |

  145. Potential Payments under Change in Control Severance Plan

    | (1) Equal to two times the sum of (a) the NEO’s 2023 base salary and (b) the average annual cash incentives paid to the NEO over the prior three years. | | (2) Equal to the estimated cost of providing each NEO and his dependents medical, dental, vision, disability, and life insurance coverage for 24 months, plus the estimated cost of providing each NEO tax and financial planning advisory services for 24 months. | | (3) For stock options, equal to the aggregate amount of the differences between the exercise prices of each NEO’s accelerated “in-the-money” stock options and the closing sales price per share of the Company’s common stock on the Nasdaq Global Select Market on December 29, 2023, of $878.29. In the case of Messrs. Landry and Van Plew and Dr. Murphy, the amounts also include the value as of December 29, 2023 of accelerated RSAs. In the case of Dr. Yancopoulos, the amount includes the value of 349,510 PSUs from his 2020 grant that would have been earned had the applicable vesting determination been made on December 31, 2023 in respect of performance for the period from the date of grant to December 31, 2023 (assuming a change of control transaction price equal to the closing sales price per share of the Company’s common stock on the Nasdaq Global Select Market on December 29, 2023). | | (4) We have determined (using the assumptions outlined in footnote 5) that none of the NEOs listed in the table above would have been subject to any cutbacks or excise taxes if terminated on December 31, 2023. | | (5) For purposes of these calculations, (i) we used base salaries as of December 31, 2023, and annual cash incentives paid to the NEOs for performance in 2020, 2021, and 2022, respectively; (ii) we assumed that each NEO received his annual cash incentive that was earned in 2023 and paid in 2024 (described in the Summary Compensation Table above); (iii) we took into consideration, for purposes of determining whether each NEO was subject to a reduction under the terms of the change in control severance plan, the fact that each NEO’s equity awards may vest in full or in part following a change in control (parachute payments for time vesting stock options and restricted stock were valued using Internal Revenue Code Treas. Reg. Section 1.28G-1 Q&A 24(c)); (iv) we assumed a 8.0% annual increase in medical premiums, 4% annual increase in dental and vision premiums, and no increase in disability or life insurance premiums or employer cost of tax and financial planning advisory services for 2024 and 2025; (v) we assumed that the medical insurance benefits received in 2024 and 2025 would be taxable and that the NEOs would be eligible for a tax gross-up for these benefits under the terms of the change in control severance plan; (vi) although the change in control severance plan provides for restrictive covenants, including a one-year covenant prohibiting the solicitation of Company employees, no specific value has been ascribed to these covenants for purposes of assessing excise tax liabilities and potential cutbacks; and (vii) although certain payments to the NEOs would be subject to potential delays upon separation of service under Section 409A, we did not attempt to determine which, if any, payments would be delayed or revise the values to reflect any such delay. |

  146. Potential Payments under Change in Control Severance Plan

    | 2024 Proxy Statement and Notice of Annual Shareholder Meeting | | | 90 |

  147. Potential Payments under Change in Control Severance Plan

    | Users’ Guide | Board of Directors | The Company | Shareholders | Compensation- Related Matters | Other Matters |

  148. Pay Ratio

    Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to disclose the median of the annual total compensation of our employees (excluding our principal executive officer), the annual total compensation of our principal executive officer, Dr. Schleifer, and the ratio of these two amounts. We have determined the total compensation of our median employee (based on the 2023 annual total compensation of our employees, excluding Dr. Schleifer) to be $165,843. The total 2023 compensation of Dr. Schleifer, as reported in the Summary Compensation Table above, was $8,184,338. Accordingly, the ratio of the 2023 annual total compensation of Dr. Schleifer to the median of the 2023 annual total compensation of our employees was approximately 49 to 1.(6) For 2023, we identified the median employee as of December 31, 2023 by (i) aggregating for each applicable employee (a) annual base salary for salaried employees (or wages plus overtime, based on annual work schedule, for permanent hourly employees), (b) the target annual cash incentive, and (c) the grant date fair value of any equity awards granted during 2023, and (ii) ranking this compensation measure from lowest to highest. This calculation was performed for all employees, excluding Dr. Schleifer, whether employed on a full-time, part-time, or seasonal basis. For purposes of identifying the median employee, we converted amounts paid in foreign currencies to U.S. dollars based on the applicable 2023 average exchange rate. We believe that the pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  149. Pay Ratio

    | (6) This ratio would have been approximately 206 to 1 if the five-year, front-loaded PSU award granted to Dr. Schleifer in 2020 in lieu of five years of annual equity awards (i.e., until the Company’s regular year-end grant cycle in December 2025) were annualized over such five-year period. |

  150. Pay Ratio

    | 2024 Proxy Statement and Notice of Annual Shareholder Meeting | | | 95 |

  151. Pay Ratio

    | Users’ Guide | Board of Directors | The Company | Shareholders | Compensation- Related Matters | Other Matters |

  152. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, the following table and accompanying footnotes and discussion provide certain information regarding executive compensation and measures of Company performance for the years presented. Except where expressly stated, the information presented below was not considered by the Compensation Committee in structuring our executive compensation program for the years presented, and the reader should instead refer to the section “Compensation Discussion and Analysis” for a description of the philosophy, objectives, and structure of our pay program.

  153. Pay Versus Performance

    | A | B | C | D | E | F | G | H | I | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation “Actually Paid” to PEO ($)(1)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation “Actually Paid” to Non-PEO NEOs ($)(1)(2)(3) | TSR ($) | Peer Group TSR ($)(4) | Net Income ($) | Stock Price ($)(5) | | 2023 | 8,184,338 | 141,071,193 | 6,713,442 | 46,896,425 | 233.91 | 159.01 | 3,953,600,000 | 878.29 | | 2022 | 7,004,069 | 98,786,583 | 8,061,639 | 32,174,465 | 192.15 | 153.08 | 4,338,400,000 | 721.49 | | 2021 | 6,470,514 | 123,744,652 | 7,548,928 | 40,168,860 | 168.19 | 137.47 | 8,075,300,000 | 631.52 | | 2020 | 135,350,121 | 153,035,522 | 40,058,597 | 48,557,559 | 128.66 | 110.52 | 3,513,200,000 | 483.11 |

  154. Pay Versus Performance

    | (1) Leonard S. Schleifer, M.D., Ph.D. was our principal executive officer (“PEO”) for each year presented. George D. Yancopoulos, M.D., Ph.D., Robert E. Landry, Daniel P. Van Plew, and Andrew J. Murphy, Ph.D. comprise the non-PEO named executive officers (“Non-PEO NEOs”) for 2020 and 2023; and each of these individuals plus Joseph J. LaRosa and Marion McCourt comprise the Non-PEO NEOs for 2021 and 2022, respectively. |

  155. Pay Versus Performance

    | (2) The amounts shown for “Compensation “Actually Paid”” have been calculated in accordance with Item 402(v) of Regulation S K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect total compensation as reported in the Summary Compensation Table with certain adjustments as described in footnote 3 below. | | (3) “Compensation “Actually Paid”” reflects the exclusions and inclusions of equity awards for the PEO and the Non-PEO NEOs as set forth below and calculated in accordance with FASB ASC Topic 718 using the valuation methodologies and assumptions set forth in the calculation of the grant date fair value of these awards as disclosed in the Company’s audited financial statements for the fiscal year in which the equity awards were granted. | | The “Exclusion of Stock Awards and Option Awards from Summary Compensation Table” columns in the tables below reflect the aggregate amounts reported in the Summary Compensation Table for the applicable year in the “Stock Awards” and “Option Awards” columns. |

  156. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards and Option Awards from Summary Compensation Table for PEO ($) | Inclusion of Item 402(v) Equity Award Values for PEO ($) | Compensation “Actually Paid” to PEO ($) | | 2023 | 8,184,338 | 0 | 132,886,855 | 141,071,193 |

  157. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Exclusion of Stock Awards and Option Awards from Summary Compensation Table for Non-PEO NEOs ($) | Inclusion of Item 402(v) Equity Award Values for Non-PEO NEOs ($) | Average Compensation “Actually Paid” to Non-PEO NEOs ($) | | 2023 | 6,713,442 | (3,374,461) | 43,557,444 | 46,896,425 |

  158. Pay Versus Performance

    | 2024 Proxy Statement and Notice of Annual Shareholder Meeting | | | 96 |

  159. Pay Versus Performance

    | Users’ Guide | Board of Directors | The Company | Shareholders | Compensation- Related Matters | Other Matters |

  160. Pay Versus Performance

    The “Inclusion of Item 402(v) Equity Award Values” columns in the tables above are derived from the dollar values set forth in the following tables:

  161. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2023 | 0 | 126,245,090 | 0 | 6,641,765 | 0 | 0 | 132,886,855 |

  162. Pay Versus Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for Non- PEO NEOs ($) | Total—Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 3,521,007 | 34,981,296 | 0 | 5,055,141 | 0 | 0 | 43,557,444 |

  163. Pay Versus Performance

    | (4) The Peer Group TSR shown in this table utilizes the NASDAQ US Benchmark Pharmaceuticals Total Return Index (“NQ US Pharma Index”), which we also utilized in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Reports on Form 10-K for the years reflected in the table above. The comparison assumes $100 was invested for the period starting December 31, 2019 through December 31 of the applicable fiscal year in each of the Company’s common stock and the NQ US Pharma Index. All dollar values assume reinvestment of the pre-tax value of dividends paid by companies included in the NQ US Pharma Index. The historical stock price performance of our common stock shown is not necessarily indicative of future stock price performance. |

  164. Pay Versus Performance

    | (5) Pursuant to Item 402(v) of Regulation S-K, we determined our stock price to be the most important financial performance measure used to link Company performance to Compensation “Actually Paid” to our PEO and other NEOs in 2023. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important such measure in future years. |