DEF 14A of Regeneron Pharmaceuticals, Inc., Apr 29, 2025

DEF 14A of Regeneron Pharmaceuticals, Inc.

Filed Apr 29, 2025 · FY20240001308179-25-000518

Open on EDGAR

  1. Table of Contents

    | Outstanding Equity Awards at 2024 Fiscal Year-End | | 83 | | 2024 Option Exercises and Stock Vested | | 85 | | Post-Employment Compensation | | 86 | | Additional Compensation Information | | 90 | | Annual Cash Incentives | | 90 | | Perquisites and Personal Benefits | | 92 | | Potential Severance Payments | | 93 | | Pay Ratio | | 94 | | Pay Versus Performance | | 95 | | Equity Compensation Information | | 98 | | | PROPOSAL No. 3 Advisory Vote on Compensation of Named Executive Officers (Say-on-Pay) | 101 | | Other Matters | | 102 | | Proposed Amendments to our Certificate of Incorporation | | 102 | | | PROPOSAL No. 4 Amendment to the Company’s Certificate of Incorporation to Declassify the Board of Directors | 102 | | | PROPOSAL Nos. 5(a) AND 5(b) Amendments to the Company’s Certificate of Incorporation to Eliminate Supermajority Vote Requirements | 104 | | General Information about the Meeting | | 106 | | Appendix A – Note Regarding Forward-Looking Statements and Non-GAAP Financial Measures | | 113 | | Appendix B – Proposed Amendment to the Certificate of Incorporation to Declassify the Board of Directors | | 116 | | Appendix C – Proposed Amendments to the Certificate of Incorporation to Eliminate Supermajority Vote Requirements | | 117 |

  2. Board of Directors

    Board of Directors

  3. 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 drive 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 ensuring that the board as a whole possesses a wide range of experience, attributes, and backgrounds.

  4. Meet the Board

    | 2025 Proxy Statement and Notice of Annual Shareholder Meeting | | | 5 |

  5. Meet the Board

    | Introduction | Board of Directors | Corporate Governance | The Company | Compensation- Related Matters | Other Matters |

  6. Director Matrix

    Director 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 of the director nominees and other members of the board of directors. The marks indicate specific areas of focus or expertise but are not meant to be an exhaustive list. The director biographies below describe these qualifications and relevant experience in more detail. We believe the table below demonstrates the breadth and depth of the collective experience, expertise, and skills of our board of directors.

  7. Director Matrix

    | | Industry Experience Significant experience with complex issues within the healthcare industry. | | | 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). | | | Science/Biotech Background Advanced scientific degree and/or related work experience in the scientific and/or biotechnology fields. | | | 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). |

  8. Director Matrix

    | | Business Strategy/Operations Experience Experience in positions advising or overseeing strategic development or operations of an organization. | | | Financial Expertise Expertise in financial accounting and reporting processes or the direct or indirect supervision of the financial management of a major organization. | | | Technology/Digital Experience Experience in the technology field, including related to digital technologies that facilitate business objectives (such as information technology and artificial intelligence). |

  9. Director Matrix

    | 2025 Proxy Statement and Notice of Annual Shareholder Meeting | | | 6 |

  10. Director Matrix

    | Introduction | Board of Directors | Corporate Governance | The Company | Compensation- Related Matters | Other Matters |

  11. Class I Director Nominees for a Term Expiring at the 2028 Annual Meeting(2)

    Class I Director Nominees for a Term Expiring at the 2028 Annual Meeting(2)

  12. Class I Director Nominees for a Term Expiring at the 2028 Annual Meeting(2)

    | Board and Committee Membership— 2024 Attendance Board of Directors: 7/7 Corporate Governance and Compliance Committee: 5/5 Technology Committee: 2/2 | Bonnie L. Bassler, Ph.D. Independent | | | | | | Director since: 2016 | Age: 62 | | | | | | 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 • U.S. National Medal of Science • 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 Company 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’s decision to nominate Dr. Bassler for reelection to the board. | | | |

  13. Class I Director Nominees for a Term Expiring at the 2028 Annual Meeting(2)

    | (2) Unless otherwise noted, biographical information is given as of April 15, 2025 for each nominee and for each of the other directors whose term of office will continue after the 2025 Annual Meeting. All nominees are presently directors and 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. |

  14. Class I Director Nominees for a Term Expiring at the 2028 Annual Meeting(2)

    | 2025 Proxy Statement and Notice of Annual Shareholder Meeting | | | 7 |

  15. Class I Director Nominees for a Term Expiring at the 2028 Annual Meeting(2)

    | Introduction | Board of Directors | Corporate Governance | The Company | Compensation- Related Matters | Other Matters |

  16. Class I Director Nominees for a Term Expiring at the 2028 Annual Meeting(2)

    | Board and Committee Membership— 2024 Attendance Board of Directors: 7/7 Corporate Governance and Compliance Committee: 5/5 Technology Committee (Chair): 2/2 | Michael S. Brown, M.D. Independent | | | | | | Director since: 1991 | Age: 84 | | | | | | 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 to the board’s decision to nominate Dr. Brown for reelection to the board. | | | |

  17. Class I Director Nominees for a Term Expiring at the 2028 Annual Meeting(2)

    | 2025 Proxy Statement and Notice of Annual Shareholder Meeting | | | 8 |

  18. Class I Director Nominees for a Term Expiring at the 2028 Annual Meeting(2)

    | Introduction | Board of Directors | Corporate Governance | The Company | Compensation- Related Matters | Other Matters |

  19. Class I Director Nominees for a Term Expiring at the 2028 Annual Meeting(2)

    | Board and Committee Membership— 2024 Attendance Board of Directors: 7/7 Technology Committee: 2/2 | Leonard S. Schleifer, M.D., Ph.D. | | | | | | Director since: 1988 | Age: 72 | | | | | | Board co-Chair since: June 2023 | | | | | | Career Highlights • Founded the Company in 1988; built and managed the Company over the past 37 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 in-depth understanding of the complex research, drug development, and business issues facing companies in the biopharmaceutical sector, led to the board’s decision to nominate Dr. Schleifer for reelection to the board. | | | |

  20. Class I Director Nominees for a Term Expiring at the 2028 Annual Meeting(2)

    | 2025 Proxy Statement and Notice of Annual Shareholder Meeting | | | 9 |

  21. Class I Director Nominees for a Term Expiring at the 2028 Annual Meeting(2)

    | Introduction | Board of Directors | Corporate Governance | The Company | Compensation- Related Matters | Other Matters |

  22. Class I Director Nominees for a Term Expiring at the 2028 Annual Meeting(2)

    | Board and Committee Membership— 2024 Attendance Board of Directors: 7/7 Technology Committee: 2/2 | George D. Yancopoulos, M.D., Ph.D. | | | | | | Director since: 2001 | Age: 65 | | | | | | 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 in-depth knowledge of the Company’s technologies and research and development programs, led to the board’s decision to nominate Dr. Yancopoulos for reelection to the board. | | | |

  23. Class I Director Nominees for a Term Expiring at the 2028 Annual Meeting(2)

    | 2025 Proxy Statement and Notice of Annual Shareholder Meeting | | | 10 |

  24. Class I Director Nominees for a Term Expiring at the 2028 Annual Meeting(2)

    | Introduction | Board of Directors | Corporate Governance | The Company | Compensation- Related Matters | Other Matters |

  25. 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

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

    | Board and Committee Membership— 2024 Attendance Board of Directors: 7/7 Corporate Governance and Compliance Committee: 5/5 Technology Committee: 2/2 | Joseph L. Goldstein, M.D. Independent | | | | | | Director since: 1991 | Age: 84 | | | | | | Career Highlights • Regental 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. | | | |

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

    | 2025 Proxy Statement and Notice of Annual Shareholder Meeting | | | 11 |

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

    | Introduction | Board of Directors | Corporate Governance | The Company | Compensation- Related Matters | Other Matters |

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

    | Board and Committee Membership— 2024 Attendance Board of Directors: 7/7 Compensation Committee (Chair): 10/10 Corporate Governance and Compliance Committee: 5/5 | Christine A. Poon Independent | | | | | | Director since: 2010 | Age: 72 | | | | | | 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 member of the board of directors 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 boards of directors of Decibel Therapeutics, Inc. and The Sherwin-Williams Company(3) | | | | | | Experience and Expertise | | | | | | | Industry Experience | | Executive/Leadership Experience | | | | Science/Biotech Background | | Research/Academic Experience | | | | Business Strategy/Operations Experience | | Financial Expertise | | | Other Public Company Boards • Neurocrine Biosciences, Inc. • Prudential Financial, Inc. | | | | | | 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. | | | |

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

    | (3) Ms. Poon retired from the board of directors of The Sherwin-Williams Company effective as of April 16, 2025. |

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

    | 2025 Proxy Statement and Notice of Annual Shareholder Meeting | | | 12 |

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

    | Introduction | Board of Directors | Corporate Governance | The Company | Compensation- Related Matters | Other Matters |

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

    | Board and Committee Membership— 2024 Attendance Board of Directors: 7/7 Technology Committee: 2/2 | David P. Schenkein, M.D. Independent | | | | | | Director since: 2023 | Age: 67 | | | | | | 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, Chair, and director of Agios Pharmaceuticals, Inc., where he continues to serve as a strategic advisor • 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 Company Boards • 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 the board to conclude that Dr. Schenkein should serve as a director. | | | |

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

    | 2025 Proxy Statement and Notice of Annual Shareholder Meeting | | | 13 |

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

    | Introduction | Board of Directors | Corporate Governance | The Company | Compensation- Related Matters | Other Matters |

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

    | Board and Committee Membership— 2024 Attendance Board of Directors: 7/7 Technology Committee: 2/2 | Craig B. Thompson, M.D. Independent | | | | | | Director since: 2022 | Age: 72 | | | | | | Career Highlights • Former President and Chief Executive Officer of Memorial Sloan Kettering Cancer Center from 2010 to 2022, where he continues to oversee the Craig Thompson Lab • 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 Company 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. | | | |

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

    | 2025 Proxy Statement and Notice of Annual Shareholder Meeting | | | 14 |

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

    | Introduction | Board of Directors | Corporate Governance | The Company | Compensation- Related Matters | Other Matters |

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

    | Board and Committee Membership— 2024 Attendance Board of Directors: 6/7 Compensation Committee: 10/10 Technology Committee: 2/2 | Huda Y. Zoghbi, M.D. Independent | | | | | | Director since: 2016 | Age: 70 | | | | | | 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 • Breakthrough Prize in Life Sciences • 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. | | | |

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

    | 2025 Proxy Statement and Notice of Annual Shareholder Meeting | | | 15 |

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

    | Introduction | Board of Directors | Corporate Governance | The Company | Compensation- Related Matters | Other Matters |

  42. Class III Directors Continuing in Office Term Expires at the 2027 Annual Meeting

    Class III Directors Continuing in Office Term Expires at the 2027 Annual Meeting

  43. Class III Directors Continuing in Office Term Expires at the 2027 Annual Meeting

    | Board and Committee Membership*— 2024 Attendance Board of Directors: 7/7 Audit Committee: 8/9 * Effective April 4, 2025, Dr. Coles was appointed as a member of the Compensation Committee of the board. | N. Anthony Coles, M.D. Independent | | | | | | Director since: 2017 | Age: 64 | | | | | | Career Highlights • Chair and CEO of TRATE Enterprises LLC, a privately-held company, since 2013 • Former Chair (from 2018 to 2024) and President and Chief Executive Officer (from 2019 to 2023) of Cerevel Therapeutics Holdings, Inc., the parent entity of Cerevel Therapeutics, Inc. • 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 | | | | | 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 to conclude that Dr. Coles should serve as a director. | | | |

  44. Class III Directors Continuing in Office Term Expires at the 2027 Annual Meeting

    | 2025 Proxy Statement and Notice of Annual Shareholder Meeting | | | 16 |

  45. Class III Directors Continuing in Office Term Expires at the 2027 Annual Meeting

    | Introduction | Board of Directors | Corporate Governance | The Company | Compensation- Related Matters | Other Matters |

  46. Class III Directors Continuing in Office Term Expires at the 2027 Annual Meeting

    | Board and Committee Membership— 2024 Attendance Board of Directors: 7/7 Audit Committee: 9/9 | Kathryn Guarini, Ph.D. Independent | | | | | | Director since: 2023 | Age: 53 | | | | | | 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 the board to conclude that Dr. Guarini should serve as a director. | | | |

  47. Class III Directors Continuing in Office Term Expires at the 2027 Annual Meeting

    | 2025 Proxy Statement and Notice of Annual Shareholder Meeting | | | 17 |

  48. Class III Directors Continuing in Office Term Expires at the 2027 Annual Meeting

    | Introduction | Board of Directors | Corporate Governance | The Company | Compensation- Related Matters | Other Matters |

  49. Class III Directors Continuing in Office Term Expires at the 2027 Annual Meeting

    | Board and Committee Membership— 2024 Attendance Board of Directors: 7/7 Audit Committee: 9/9 Corporate Governance and Compliance Committee (Chair): 5/5 | Arthur F. Ryan Independent | | | | | | Director since: 2003 | Age: 82 | | | | | | 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 the board to conclude that Mr. Ryan should serve as a director. | | | |

  50. Class III Directors Continuing in Office Term Expires at the 2027 Annual Meeting

    | 2025 Proxy Statement and Notice of Annual Shareholder Meeting | | | 18 |

  51. Class III Directors Continuing in Office Term Expires at the 2027 Annual Meeting

    | Introduction | Board of Directors | Corporate Governance | The Company | Compensation- Related Matters | Other Matters |

  52. Class III Directors Continuing in Office Term Expires at the 2027 Annual Meeting

    | Board and Committee Membership— 2024 Attendance Board of Directors: 7/7 Audit Committee (Chair): 9/9 Compensation Committee: 10/10 | George L. Sing Independent | | | | | | Director since: 1988 | Age: 75 | | | | | | 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 the board to conclude that Mr. Sing should serve as a director. | | | |

  53. Class III Directors Continuing in Office Term Expires at the 2027 Annual Meeting

    | 2025 Proxy Statement and Notice of Annual Shareholder Meeting | | | 19 |

  54. Class III Directors Continuing in Office Term Expires at the 2027 Annual Meeting

    | Introduction | Board of Directors | Corporate Governance | The Company | Compensation- Related Matters | Other Matters |

  55. Compensation of Directors

    Compensation of Directors

  56. 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 range of skillsets 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 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.

  57. 2024 Director Compensation

    2024 Director Compensation The following table and explanatory footnotes provide information with respect to compensation paid to each non-employee director for their service in 2024 in accordance with the policies and plans described above:

  58. Director Compensation

    Director Compensation

  59. 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 | 119,926 | 479,846 | — | — | — | 709,772 | | Michael S. Brown, M.D. | 120,000 | 119,926 | 479,846 | — | — | 5,000(4) | 724,772 | | N. Anthony Coles, M. D. | 100,000 | 119,926 | 479,846 | — | — | — | 699,772 | | Joseph L. Goldstein, M.D. | 110,000 | 119,926 | 479,846 | — | — | — | 709,772 | | Kathryn Guarini, Ph.D. | 100,000 | 37,310 | 151,681 | — | — | — | 288,991 | | Christine A. Poon | 170,000 | 119,926 | 479,846 | — | — | — | 769,772 | | Arthur F. Ryan | 120,000 | 119,926 | 479,846 | — | — | — | 719,772 | | David P. Schenkein, M.D. | 100,000 | 37,310 | 151,681 | — | — | — | 288,991 | | George L. Sing | 120,000 | 119,926 | 479,846 | — | — | 5,000(4) | 724,772 | | Craig B. Thompson, M.D. | 100,000 | 119,926 | 479,846 | — | — | — | 699,772 | | Huda Y. Zoghbi, M.D. | 110,000 | 119,926 | 479,846 | — | — | 5,000(4) | 714,772 |

  60. 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, 2024 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, 2024 included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on February 5, 2025 (the “2024 Annual Report”). | | (2) As of December 31, 2024, the non-employee directors listed in this table had the following aggregate number of stock option awards outstanding: Dr. Bassler: 17,115; Dr. Brown: 4,918; Dr. Coles: 7,625; Dr. Goldstein: 4,918; Dr. Guarini: 3,529; Ms. Poon: 43,864; Mr. Ryan: 7,625; Dr. Schenkein: 3,529; Mr. Sing: 43,864; Dr. Thompson: 5,754; and Dr. Zoghbi: 29,260. As of December 31, 2024, these individuals had the following aggregate number of RSU awards outstanding: Dr. Bassler: 1,382; Dr. Brown: 1,382; Dr. Coles: 1,382; Dr. Goldstein: 1,382; Dr. Guarini: 282; Ms. Poon: 1,382; Mr. Ryan: 1,382; Dr. Schenkein: 282; Mr. Sing: 1,382; Dr. Thompson: 454; and Dr. Zoghbi: 1,382. | | (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 15, 2025 under the Regeneron Matching Gift Program in respect of charitable gifts made in 2024. |

  61. Director Compensation

    | 2025 Proxy Statement and Notice of Annual Shareholder Meeting | | | 26 |

  62. Director Compensation

    | Introduction | Board of Directors | Corporate Governance | The Company | Compensation- Related Matters | Other Matters |

  63. Director Compensation

    | Proposal No. 1 Election of Directors |

  64. Director Compensation

    The board of directors, upon the recommendation of the Corporate Governance and Compliance Committee, has nominated for election at the 2025 Annual Meeting Bonnie L. Bassler, Ph.D., Michael S. Brown, M.D., Leonard S. Schleifer, M.D., Ph.D., and George D. Yancopoulos, M.D., Ph.D. as Class I Directors for a three-year term expiring at the 2028 Annual Meeting.

  65. Director Compensation

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

  66. Director Compensation

    | 2025 Proxy Statement and Notice of Annual Shareholder Meeting | | | 27 |

  67. 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.

  68. Indemnification of Directors and Officers

    | 2025 Proxy Statement and Notice of Annual Shareholder Meeting | | | 49 |

  69. Indemnification of Directors and Officers

    | Introduction | Board of Directors | Corporate Governance | The Company | Compensation- Related Matters | Other Matters |

  70. Lower Company Performance Multiplier for Annual Cash Incentive Awards

    Lower Company Performance Multiplier for Annual Cash Incentive Awards The Compensation Committee set the Company performance multiplier at 1.5 for 2024 annual cash incentive awards, down from 1.9 for 2023. In setting a substantially lower Company performance multiplier for 2024, the Committee balanced notable 2024 accomplishments with recognizing that some of the 2024 corporate goals had not been achieved. Among other matters, the Committee took note of several pipeline and R&D accomplishments in 2024 positioning Regeneron well for long-term success, such as label expansions for EYLEA HD and Dupixent and R&D advancements in the Company’s oncology, Factor XI, and obesity programs. Such accomplishments were in the Committee’s view partially offset by the Complete Response Letters received from the FDA in respect of the Company’s odronextamab and linvoseltamab BLAs, as well as full-year 2024 U.S. net product sales of EYLEA HD falling below the Company’s internal goal.(3)

  71. No CEO/CSO Year-End Equity Awards and Flat Year-End Equity Awards for Other Current NEOs

    No CEO/CSO Year-End Equity Awards and Flat Year-End Equity Awards for Other Current NEOs Regeneron’s CEO and CSO received no equity awards in 2024, consistent with the board’s commitment to refrain from issuing such awards during the five-year performance period of the performance restricted stock units (“PSUs”) granted to the CEO and CSO in 2020.(4) In addition, other current NEOs received 2024 year-end equity awards with values equal to those of their corresponding 2023 year-end awards. In keeping the equity award values unchanged year over year, the Committee primarily considered each such NEO’s importance to the Company’s future performance and such NEO's individual contributions to the Company’s performance in 2024, as well as the Company’s overall performance in 2024.(5)

  72. Modest Increase to Base Salaries

    | (3) See “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 2024. | | (4) See “Components of Executive Pay: What We Pay and Why We Pay It—Annual Equity Awards” for more information on these past PSU awards. | | (5) See “Components of Executive Pay: What We Pay and Why We Pay It—Annual Equity Awards” for more information on these 2024 equity awards. |

  73. What We Learned About Our Compensation Program

    | • | Generally positive feedback on executive pay program | | • | Strong support for Regeneron’s broad-based equity program; broad utilization seen as a mitigating factor for burn rate that is higher compared to the burn rates reported by many similarly sized companies | | • | Continued preference for large portion of equity grants in the form of performance-based equity awards; several shareholders do not view time-based stock options as performance-based | | • | Several investors would like to see PSUs utilized as part of the mix of equity grants for senior executives | | • | Differing views on equity award performance metrics | | • | Preference for simple, well-explained compensation plan design |

  74. Compensation Program Objectives and Principles

    | Drive innovation through ownership culture | Prioritize design simplicity and long-term orientation | | Our objective is to create and reinforce a culture where employees think and act like owners, are empowered to pursue fulfilling careers, and focus on our mission of drug discovery and development. We believe a broad-based equity program that incentivizes long-term performance and promotes employee retention is a key ingredient in achieving this culture of ownership and innovation. Every one of the more than 15,000 Regeneron full-time employees has an ownership interest in Regeneron. | Tying compensation to long-term, Company-wide success and straightforward Company goals has enabled us to encourage decision-making that we believe is consistent with the long-term sustainability of our Company and our reputation. Our objective is to remain nimble, to encourage evolutionary ideas when strategies need to change, and to have the ability to pivot quickly if needed, without being hindered by overly complex compensation structures. | | Provide at-risk, performance-based equity to all employees | Align with shareholder interests | | A key part of our pay philosophy since our inception has been to award equity-based pay to all employees, not just senior executives, to ensure that when we deliver for patients and for shareholders, everyone shares in our success. In line with this goal, approximately 90% of the employee equity grants in each of the last five years were awarded to our employees other than our NEOs. We believe this approach represents one of our competitive advantages and has resulted in an engaged workforce and high retention rates. | Our objective has always been to ensure close alignment with shareholder interests. All of the direct pay of our CEO and CSO, except for base salaries, depends on performance and is “at-risk.” For our CEO, at-risk pay comprised 94% of his direct pay in 2024, which is significantly higher than the percentage of at-risk compensation for CEOs in our Peer Group, as shown in the charts on the following page.(8)More broadly, the long-term nature of our equity program is consistent with the drug discovery and development cycle, and, therefore, helps drive the creation of long-term shareholder value. Further information about pay-versus-performance alignment is provided in the subsection “Compensation Dashboard—Additional Compensation Information —Pay Versus Performance.” |

  75. How Our Pay Program Works

    | | Element | Performance Period | Objective/Link to Shareholder Value | How We Determine Amount | | | Base Salaries | Ongoing | Attract and retain top talent | Scope of responsibilities, experience, annual performance, significance of the role, and market competitiveness | | | Cash Incentives (Current NEOs) | Annual | Motivate and reward our executives for short-term achievements and milestones towards long-term achievements | Corporate performance (CEO and CSO); corporate performance and individual contributions to such performance (other current NEOs) | | | Stock Options (Current NEOs other than CEO and CSO*) | Four-year vesting schedule (25% per year); 10-year term | Motivate and reward our executives for long-term achievements and shareholder value creation | Past and expected future individual contributions to corporate performance, retention considerations, market data, and historical grant amounts | | | RSAs (Current NEOs other than CEO and CSO*) | Four-year vesting schedule (50% every two years) | Reinforce long-term focus, reward high performance, and promote long-term retention | |

  76. How Our Pay Program Works

    | * Drs. Schleifer and Yancopoulos did not receive any equity awards in 2024 in light of their five-year, front-loaded PSU awards granted in 2020. See “Update on 2020 PSU Awards” below for more information. |

  77. How Our Pay Program Works

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

  78. How Our Pay Program Works

    | * “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”). “Peer Group Average CEO Pay Mix” is based on the median for each compensation component using data reported for 2023. |

  79. What We Do

    | | Align pay with performance | | Align our compensation philosophy and program design with our culture and business strategy | | | • All CEO and CSO direct pay is performance-based and “at-risk” (except for base salaries) • 94% of CEO direct pay was “at-risk” in 2024 (see previous page) | | • Long-term oriented • Focused on product pipeline • Employee/shareholder mindset | | | Align management and shareholder interests | | Maintain a strong recoupment (clawback) policy | | | • Equity compensation is a key component of our compensation program • Designed for long-term alignment: • Stock options vest over four years with a ten-year term and only deliver value if Regeneron achieves stock price appreciation after grant • RSAs vest over four years • 2020 PSUs (granted to CEO and CSO) include five-year performance and vesting periods and a three-year post-vesting holding period | | • 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 | | | Maintain robust stock ownership guidelines | | Retain an independent compensation consultant | | | • CEO and CSO: Shares with a value at least 6x base salary • Other NEOs: Shares with a value at least 2x base salary • See “Corporate Governance—Certain Governance Policies—Stock Ownership Guidelines” for more information | | • 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 | | | Annual say-on-pay votes | | Actively and regularly engage with shareholders on executive compensation matters | | | • Say-on-pay votes held annually in recognition of shareholder feedback and preference | | • Robust engagement program in the last decade • In 2024, reached out to shareholders collectively representing nearly 60% of public shares and held one-on-one discussions with shareholders representing approximately 55% of public shares |

  80. What We Don’t Do

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

  81. 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 2024 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.

  82. How We Calculate Our Cash Incentive Awards

    How We Calculate Our Cash Incentive Awards

  83. 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. |

  84. 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.”

  85. 2024 Earned Cash Incentives

    2024 Earned Cash Incentives In determining the level of 2024 cash incentives earned, we calculated the NEOs’ respective target cash incentive amounts (which, for our CEO, represented approximately the median of the Peer Group) and applied the Company performance multiplier as determined by the Compensation Committee based on the Company’s 2024 performance. For the three current NEOs who also have a personal performance component, we also applied a personal performance multiplier. For these executives, the personal performance component had a 40% weighting and the Company performance component had a 60% weighting, consistent with prior years. Based on the assessment of the degree of 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 2024:

  86. 2024 Earned Cash Incentives

    | | 2024 Base Salary ($) | Cash Incentive Target (as percentage of base salary) | Personal Performance Component | | Company Performance Component | | 2024 Total Cash Incentive ($) | | Named Executive Officer | | | Multiplier | Weighting | Multiplier | Weighting | | | Leonard S. Schleifer, M.D., Ph.D. | 1,941,100 | 120% | N/A | N/A | 1.5 | 100% | 3,493,980 | | George D. Yancopoulos, M.D., Ph.D. | 1,941,100 | 120% | N/A | N/A | 1.5 | 100% | 3,493,980 | | Christopher Fenimore | 660,000 | 60% | 1.5 | 40% | 1.5 | 60% | 594,000 | | Daniel P. Van Plew | 964,100 | 65% | 1.4 | 40% | 1.5 | 60% | 914,931 | | Andrew J. Murphy, Ph.D. | 803,600 | 65% | 1.5 | 40% | 1.5 | 60% | 783,510 | | Robert E. Landry (retired) | 255,530(1) | N/A(1) | N/A(1) | N/A(1) | N/A(1) | N/A(1) | N/A(1) |

  87. 2024 Earned Cash Incentives

    | (1) Mr. Landry did not receive an annual cash incentive in 2024 in light of his retirement from full-time employment with the Company effective February 2024. See footnote 9 to the Summary Compensation Table for more information on the amount reported in the “2024 Base Salary” column of this table. |

  88. 2024 Earned Cash Incentives

    | 2025 Proxy Statement and Notice of Annual Shareholder Meeting | | | 69 |

  89. 2024 Earned Cash Incentives

    | Introduction | Board of Directors | Corporate Governance | The Company | Compensation- Related Matters | Other Matters |

  90. 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 senior executives, which is periodically reassessed in light of our business objectives, feedback from our shareholders, and market practices. In determining the size of the annual equity awards for each of our NEOs, the Compensation Committee balances an assessment of how each NEO’s individual performance contributed to the Company’s performance for the year with an assessment of such NEO’s importance to future Company performance. These assessments are then reviewed in light of market positioning and the Company’s equity award guidelines. In determining the mix of annual equity awards of each of our NEOs, the Compensation Committee seeks to balance incentivizing long-term performance with promoting long-term employee retention. The relevant considerations underlying our equity program and the types of awards we have utilized in recent years are summarized below.

  91. Annual Equity Awards

    | Performance-Based Value Delivery • Both stock options and PSUs are performance-based: • Regeneron’s long-held view is that stock options are performance-based and, when used thoughtfully, are a great compensation tool to incentivize employees while ensuring alignment with shareholder interests. This view is commonly shared amongst biotechnology companies and reflects the unique dynamics of the industry. 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, and no sustainable stock price appreciation can be achieved by Regeneron without a productive pipeline of potential new medicines. • PSUs (which were most recently granted in 2020 but not utilized for any NEOs in 2021-2024) only vest if the relevant TSR-based performance criteria 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. | Long-Term Value Creation • Stock option grants have ten-year terms and four-year vesting provisions: • 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 an additional three-year deferral and holding period: • Designed to promote and reward value creation, retention, and shareholder alignment 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 • 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. • Our NEOs’ holdings of Regeneron equity are typically well in excess of these requirements. For example, as of year-end 2024, both our CEO and CSO held shares with a value over 400x of their respective base salaries then in effect. • In addition, PSUs awarded in 2020 require a three-year deferral and holding period following vesting, except in certain limited circumstances. | Risk-Mitigating Policies and Practices • 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 listing standards of the Nasdaq Stock Market LLC.* • We prohibit our NEOs from hedging or pledging Regeneron securities they hold. |

  92. Annual Equity Awards

    | * See the subsection “Compensation Processes—Risk Assessment” below for further information about the recoupment (clawback) policy. |

  93. Annual Equity Awards

    | 2025 Proxy Statement and Notice of Annual Shareholder Meeting | | | 70 |

  94. Annual Equity Awards

    | Introduction | Board of Directors | Corporate Governance | The Company | Compensation- Related Matters | Other Matters |

  95. Annual Equity Awards

    In applying this framework in 2024, 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 (the same mix that had been utilized in recent years). Our CEO and CSO did not receive any equity awards in 2024 consistent with the board’s commitment to grant no such awards during the five-year performance period of the 2020 PSU awards, and no equity awards were granted to our former CFO due to his retirement from full-time employment with the Company in early 2024. The 2024 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 2024, our burn rate was 3.22%, which represented a slight increase over the prior year primarily driven by the incremental number of PSUs earned under the 2020 PSU awards and a lower stock price on the date of grant for employee equity awards (which are value-denominated). Each of the NEOs receiving 2024 year-end equity awards was granted an award with a grant date fair value equal to the value of such NEO’s 2023 year-end award. In keeping the equity award values unchanged year over year, the Committee primarily considered each NEO’s importance to the Company’s future performance and such NEO's individual contributions to the Company’s performance in 2024, as well as the Company’s overall performance in 2024. See “Compensation Dashboard—Additional Compensation Information—Annual Cash Incentives” for more information on each relevant NEO’s individual contributions in 2024.

  96. 2024 Annual Equity Awards

    2024 Annual Equity Awards

  97. 2024 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.* | — | — | — | — | — | | Christopher Fenimore | 3,000,000 | 9,979 | 2,000,000 | 2,591 | 5,000,000 | | Daniel P. Van Plew | 4,050,000 | 13,472 | 2,700,000 | 3,499 | 6,750,000 | | Andrew J. Murphy, Ph.D. | 4,050,000 | 13,472 | 2,700,000 | 3,499 | 6,750,000 | | Robert E. Landry (retired)** | — | — | — | — | — |

  98. 2024 Annual Equity Awards

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

  99. 2024 Annual Equity Awards

    All of the equity awards granted to the NEOs in 2024 are subject to the Company’s policy regarding recoupment or reduction (clawback) of incentive compensation, including after such awards have been earned/vested.

  100. 2024 Annual Equity Awards

    | 2025 Proxy Statement and Notice of Annual Shareholder Meeting | | | 71 |

  101. 2024 Annual Equity Awards

    | Introduction | Board of Directors | Corporate Governance | The Company | Compensation- Related Matters | Other Matters |

  102. 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 2024. The use of stock options for 2024 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, and no sustainable stock price appreciation can be achieved by Regeneron without a productive pipeline of potential new medicines. 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 2024 have an exercise price of $771.64 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. Stock option vesting ceases, and unvested stock options are forfeited, upon termination of employment.

  103. 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 2024. In continuing to use RSAs/RSUs as a component of the equity award mix for the 2024 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.

  104. 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 2024 or the prior three years. In recent shareholder engagement cycles, several 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 August 2024, the maximum payout of 250% of the target number of the 2020 PSUs granted to each recipient (248,108 PSUs), or 620,270 PSUs, was earned based on the average closing price of the Company’s common stock over a period of 20 consecutive trading days exceeding $1,150 (i.e., the maximum performance goal). As a result of the declaration and payment of a first quarter 2025 cash dividend to holders of the Company’s capital stock, the target number of PSUs granted to each recipient was increased pursuant to terms of the 2020 PSU award agreements by 314 PSUs (i.e., the number equal to the aggregate amount of the dividends payable on the target number of PSUs divided by the fair market value of a share of the Company’s common stock on the ex-dividend date). The earned PSUs are eligible to vest in December 2025, subject to continued service, and, once vested, will remain 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.

  105. Update on 2020 PSU Awards

    | 2025 Proxy Statement and Notice of Annual Shareholder Meeting | | | 72 |

  106. Update on 2020 PSU Awards

    | Introduction | Board of Directors | Corporate Governance | The Company | Compensation- Related Matters | Other Matters |

  107. 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.” 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.

  108. Potential Severance Payments

    | 2025 Proxy Statement and Notice of Annual Shareholder Meeting | | | 73 |

  109. Potential Severance Payments

    | Introduction | Board of Directors | Corporate Governance | The Company | Compensation- Related Matters | Other Matters |

  110. 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 “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 annual equity awards, including stock option awards, to the NEOs and other employees on a regular, predetermined 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 that may constitute material, non-public information. As a result, the timing of such grants of equity awards, including stock options, occurs independent of the release of any material, non-public information, and we do not time the disclosure of material, non-public information for the purpose of affecting the value of equity-based compensation. 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. With respect to newly hired employees, our practice typically is to grant equity awards at the first regular meeting of the Compensation Committee following such employee's hire date, without regard to the timing of earnings or other major announcements that may constitute material, non-public information. In 2024, we did not grant stock options or other equity awards to our NEOs during any period beginning four business days before and ending one business day after the filing of any of the Company’s periodic reports on Form 10-Q or Form 10-K or the filing or furnishing of any of the Company’s current reports on Form 8-K that disclosed any material, non-public information. 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.

  111. Management; Management’s Compensation Consultant

    Management; Management’s Compensation Consultant Members of our senior management play a role in the overall executive compensation process and assess performance of other officers. They also recommend for the Compensation Committee’s approval the salary, cash incentive, and equity grant budgets for non-officers and make specific recommendations for salary increases, cash incentives, and equity grants for other officers. Performance of our CEO and CSO is evaluated directly by the Compensation Committee based on the Company’s overall corporate performance against annual goals that are presented to the board of directors at the beginning of each year, as discussed above. Our CEO evaluates the performance of our other NEOs and makes recommendations to the Compensation Committee regarding their compensation. Management retains a compensation consultant for its own use. In 2024, management used the services of Radford (part of Aon plc), a compensation consultant focused on the technology and life sciences sectors. Radford provided various consulting services to management, including analyzing the competitiveness of specific compensation programs; preparing surveys of competitive pay practices; and assisting management in the development and analysis of executive compensation recommendations. Reports prepared by Radford that relate to executive compensation may also be shared with the Compensation Committee, the full board, or another committee of the board.

  112. Shareholder Input and Outreach and the 2024 Say-on-Pay Vote Result

    In 2024, we reached out to shareholders collectively representing nearly 60% of the public shares (i.e., shares of common stock outstanding as of December 31, 2024, excluding shares held by our directors and executive officers). This outreach resulted in one-on-one discussions with shareholders representing approximately 55% 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 2024. With respect to executive compensation, feedback provided in 2024 was generally positive. Several shareholders indicated that they understood and supported Regeneron’s compensation program, particularly the broad use of equity awards, which they viewed as a mitigating factor for a burn rate that is higher than the burn rates reported by many similarly sized companies. A number of shareholders also indicated their continued preference for using types of awards they consider performance-based (such as PSUs) for a large portion of equity grants (particularly those for NEOs and other senior executives), with several shareholders expressing the view that time-based stock options are not performance-based. With respect to PSUs, shareholders articulated somewhat divergent views on their preferred performance metrics. Nearly universally, the shareholders we engaged expressed a preference for a simple, well-explained compensation plan design. This feedback has been shared with the Compensation Committee and will continue to inform future executive compensation planning and decisions. Set forth below are select changes to executive compensation practices and other compensation-related actions taken by the board and/or the relevant board committees in recent years that were informed by shareholder feedback. For a more comprehensive discussion of our engagement program and responsive actions implemented by Regeneron, see “Corporate Governance—Longstanding Commitment to Shareholder Engagement.”

  113. Shareholder Input and Outreach and the 2024 Say-on-Pay Vote Result

    | Say-on-Pay • Voluntarily adopted an annual say-on-pay vote (2022) 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) Annual Cash Incentives • Enhanced the process by which the Compensation Committee determines the Company performance multiplier for annual cash incentives (2023) | Enhanced Disclosure • Enhanced proxy statement disclosure surrounding annual cash incentive and annual equity award determinations and 2020 PSUs (2022-2024) • Shortened and streamlined CD&A in this proxy statement (2025) Dilution/Burn Rate Concerns • Introduced and maintained the use of full-value awards as a component of annual equity awards (2019-2024) • Recalibrated equity award size (stock options and RSAs/RSUs) for NEOs below the CEO/CSO level and other employees (2019-2024) Perquisites Policy • Adopted a Compensation Committee-approved policy covering perquisites of our NEOs and other senior officers (2024) |

  114. 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 under “Board of Directors—Compensation of Directors” with respect to non-employee director compensation matters, the Corporate Governance and Compliance Committee) has utilized the services of Pay Governance LLC since 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 2024 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.

  115. Peer and Other Market Data

    Peer and Other Market 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 2024, 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:

  116. Peer and Other Market Data

    | • | research and development orientation; | | • | market capitalization; | | • | number of employees; | | • | stage of development; and | | • | total revenues. |

  117. Peer and Other Market 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 based on 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 2024 consists of the following 11 companies:

  118. Peer and Other Market Data

    | AbbVie Inc. | BioMarin Pharmaceutical Inc. | Incyte Corporation | | Alnylam Pharmaceuticals, Inc. | Bristol-Myers Squibb Company | Merck & Co., Inc. | | Amgen Inc. | Eli Lilly and Company | Vertex Pharmaceuticals Incorporated | | Biogen Inc. | Gilead Sciences, Inc. | |

  119. Peer and Other Market Data

    | 2025 Proxy Statement and Notice of Annual Shareholder Meeting | | | 77 |

  120. Peer and Other Market Data

    | Introduction | Board of Directors | Corporate Governance | The Company | Compensation- Related Matters | Other Matters |

  121. Peer and Other Market Data

    The Compensation Committee most recently reviewed the Peer Group in June 2024. Based on the recommendation of Pay Governance LLC, the Committee removed Seagen Inc. (whose acquisition by Pfizer Inc. was completed in late 2023) from the Peer Group but otherwise did not make any changes in 2024. The Committee’s assessment included consideration of Regeneron’s percentile rank in the Peer Group for market capitalization, revenues for the last four completed quarters, and the then-available reported number of employees, as shown in the table below. In the Committee’s view, the Peer Group remains relevant and appropriate in providing the Committee and management with the market context for executive compensation decision-making.

  122. Peer and Other Market Data

    | | Market Capitalization ($ Millions) | | Revenues Last Four Quarters(1) ($ Millions) | | | Company | 90-Day Average (as of 5/21/24) | 30-Day Average (as of 5/21/24) | | Employees (as of last SEC filing)(1) | | Eli Lilly and Company | $666,834 | $682,454 | $35,932 | 43,000 | | Merck & Co., Inc. | $319,325 | $325,268 | $61,403 | 71,000 | | AbbVie Inc. | $301,571 | $289,998 | $54,403 | 50,000 | | Amgen Inc. | $154,471 | $154,006 | $29,532 | 26,700 | | Vertex Pharmaceuticals Incorporated | $107,806 | $105,885 | $10,185 | 5,400 | | Bristol-Myers Squibb Company | $99,846 | $93,340 | $45,534 | 34,100 | | Gilead Sciences, Inc. | $89,882 | $83,061 | $27,450 | 18,000 | | Biogen Inc. | $32,300 | $30,835 | $9,663 | 7,570 | | Alnylam Pharmaceuticals, Inc. | $19,760 | $18,808 | $2,003 | 2,100 | | BioMarin Pharmaceuticals, Inc. | $16,423 | $16,053 | $2,472 | 3,401 | | Incyte Corporation | $12,828 | $12,136 | $3,768 | 2,524 | | Summary Statistics: | | | | | | 75th Percentile | $228,021 | $222,002 | $40,733 | 38,550 | | Median | $99,846 | $93,340 | $27,450 | 18,000 | | 25th Percentile | $26,030 | $24,821 | $6,715 | 4,401 | | Regeneron Pharmaceuticals, Inc. | $101,882 | $100,624 | $13,100 | 14,165 | | Percentile Rank | P53 | P56 | P42 | P46 |

  123. Peer and Other Market Data

    | (1) Based on available data as of May 2024. |

  124. Peer and Other Market Data

    In making the compensation decisions in December 2024, we used data from publicly filed proxy statements of the companies in the Peer Group (as compiled by the Compensation Committee’s compensation consultant and management'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. The Compensation Committee may also review relevant data from U.S. life sciences compensation surveys. The total direct pay of each of our NEOs typically approximates the 75th percentile of a composite benchmark reflecting data from the Peer Group and broader U.S. life sciences compensation surveys.

  125. Peer and Other Market Data

    | 2025 Proxy Statement and Notice of Annual Shareholder Meeting | | | 78 |

  126. Peer and Other Market Data

    | Introduction | Board of Directors | Corporate Governance | The Company | Compensation- Related Matters | Other Matters |

  127. 2024 Summary Compensation Table

    2024 Summary Compensation Table

  128. 2024 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. Board co-Chair, President and Chief Executive Officer | 2024 | 1,941,100 | — | — | 3,493,980 | 1,387,954(4) | 6,823,034 | | | 2023 | 1,875,415 | — | — | 4,275,946 | 2,032,977 | 8,184,338 | | | 2022 | 1,811,995 | — | — | 4,131,349 | 1,060,725 | 7,004,069 | | George D. Yancopoulos, M.D., Ph.D. Board co-Chair, President and Chief Scientific Officer | 2024 | 1,941,100 | — | — | 3,493,980 | 1,361,703(5) | 6,796,783 | | | 2023 | 1,875,415 | — | — | 4,275,946 | 1,608,469 | 7,759,830 | | | 2022 | 1,811,995 | — | — | 4,131,349 | 650,352 | 6,593,696 | | Christopher Fenimore Executive Vice President, Finance and Chief Financial Officer(6) | 2024 | 660,000 | 1,999,319 | 2,999,683 | 594,000 | 15,250(7) | 6,268,252 | | Daniel P. Van Plew Executive Vice President and General Manager, Industrial Operations and Product Supply | 2024 | 964,100 | 2,699,968 | 4,049,729 | 914,931 | 26,450(8) | 8,655,178 | | | 2023 | 931,500 | 2,699,284 | 4,049,638 | 1,053,527 | 26,200 | 8,760,149 | | | 2022 | 900,000 | 2,759,361 | 4,139,777 | 1,017,900 | 36,499 | 8,853,537 | | Andrew J. Murphy, Ph.D. Executive Vice President, Research | 2024 | 803,600 | 2,699,968 | 4,049,729 | 783,510 | 26,450(8) | 8,363,257 | | | 2023 | 776,250 | 2,699,284 | 4,049,638 | 877,939 | 26,200 | 8,429,311 | | | 2022 | 750,000 | 2,999,842 | 4,499,737 | 848,250 | 24,700 | 9,122,529 | | Robert E. Landry (retired) Former Executive Vice President, Finance and Chief Financial Officer | 2024 | 255,530(9) | — | — | — | 26,450(8) | 281,980 | | | 2023 | 881,406 | — | — | 996,870 | 26,200 | 1,904,476 | | | 2022 | 851,600 | 2,799,320 | 4,199,713 | 963,160 | 24,700 | 8,838,493 |

  129. 2024 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 2024, 2023, and 2022, 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 2024 are included in Note 13 to the Company’s audited financial statements for the fiscal year ended December 31, 2024, included in the 2024 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 2024 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) $9,080 for disability insurance premiums, (iii) $28,797 for medical malpractice insurance premiums, (iv) $15,250 for 401(k) Savings Plan matching contributions in respect of 2024, (v) $11,200 for tax and financial planning advisory services, (vi) $11,186 for residential internet equipment and installation/subscription services, (vii) $183,837 for personal use of Company-provided aircraft, and (viii) $1,107,880 for security services (consisting of secure car transportation and personal and residential security services) (in the case of clauses (vii) and (viii), 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) $15,250 for 401(k) Savings Plan matching contributions in respect of 2024, (ii) $7,255 for tax and financial planning advisory services, (iii) $107,059 for residential internet equipment, licensing, and installation/ maintenance services, (iv) $300,000 for personal use of Company-provided aircraft, and (v) $932,139 for security services (consisting of secure car transportation and personal and residential security services) (in the case of clauses (iv) and (v), in accordance with our security policy and calculated as described in the subsection “Additional Compensation Information—Perquisites and Personal Benefits” below). | | (6) Mr. Fenimore qualified as an NEO for 2024 but not for 2023 or 2022. | | (7) Consists of $15,250 for 401(k) Savings Plan matching contributions in respect of 2024. | | (8) Consists of (i) $15,250 for 401(k) Savings Plan matching contributions in respect of 2024 and (ii) $11,200 for tax and financial planning advisory services. | | (9) Consists of (i) the portion of Mr. Landry’s 2024 base salary of $881,406 that was earned by Mr. Landry in 2024 until his retirement from full-time employment with the Company in February 2024; (ii) hourly wages paid to Mr. Landry in respect of non-salaried employment with the Company from February 2024 to December 2024; and (iii) an amount paid to Mr. Landry in lieu of accrued and unused vacation upon his retirement pursuant to the applicable Company policy. |

  130. 2024 Summary Compensation Table

    | 2025 Proxy Statement and Notice of Annual Shareholder Meeting | | | 81 |

  131. 2024 Summary Compensation Table

    | Introduction | Board of Directors | Corporate Governance | The Company | Compensation- Related Matters | Other Matters |

  132. 2024 Grants of Plan-Based Awards

    2024 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 2024.

  133. 2024 Grants of Plan-Based Awards

    | A | B | C | D | E | I | J | K | | L | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | All other stock awards: number of shares of stock or units (#) | All other option awards: number of securities underlying options (#) | Exercise or base price of option awards ($/Sh)(2) | Closing price of Company common stock on grant date ($/Sh)(2) | Grant date fair value of stock and option awards ($)(3) | | Name | Grant date | Threshold ($) | Target ($) | Maximum ($) | | | | | | | Leonard S. Schleifer, M.D., Ph.D. | — | — | 2,329,320 | 4,799,183 | — | — | — | — | — | | George D. Yancopoulos, M.D., Ph.D. | — | — | 2,329,320 | 4,799,183 | — | — | — | — | — | | Christopher Fenimore | — | — | 396,000 | 888,738 | — | — | — | — | — | | | 12/06/2024(4) | — | — | — | — | 9,979 | 771.64 | 778.00 | 2,999,683 | | | 12/06/2024(5) | — | — | — | 2,591 | — | — | — | 1,999,319 | | Daniel P. Van Plew | — | — | 626,665 | 1,244,233 | — | — | — | — | — | | | 12/06/2024(4) | — | — | — | — | 13,472 | 771.64 | 778.00 | 4,049,729 | | | 12/06/2024(5) | — | — | — | 3,499 | — | — | — | 2,699,968 | | Andrew J. Murphy, Ph.D. | — | — | 522,340 | 1,066,485 | — | — | — | — | — | | | 12/06/2024(4) | — | — | — | — | 13,472 | 771.64 | 778.00 | 4,049,729 | | | 12/06/2024(5) | — | — | — | 3,499 | — | — | — | 2,699,968 | | Robert E. Landry (retired)(6) | — | — | — | — | — | — | — | — | — |

  134. 2024 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 2024 and paid out in January 2025 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 2024 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, 2024, included in the 2024 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. | | (6) Mr. Landry did not receive an annual cash incentive or any equity awards in 2024 in light of his retirement from full-time employment with the Company effective February 2024. |

  135. 2024 Grants of Plan-Based Awards

    | 2025 Proxy Statement and Notice of Annual Shareholder Meeting | | | 82 |

  136. 2024 Grants of Plan-Based Awards

    | Introduction | Board of Directors | Corporate Governance | The Company | Compensation- Related Matters | Other Matters |

  137. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 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, 2024.

  138. Outstanding Equity Awards at 2024 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 | — | — | — | — | | | — | — | — | — | — | 620,270(1) | 441,836,929(2) | — | — | | TOTAL | 669,303 | | | | | 620,270 | 441,836,929 | | | | 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 | — | — | — | — | | | — | — | — | — | — | 620,270(1) | 441,836,929(2) | — | — | | TOTAL | 643,395 | | | | | 620,270 | 441,836,929 | | | | Christopher Fenimore | — | 9,979(3) | — | 771.64 | 12/06/2034 | — | — | — | — | | | 2,125 | 6,374(4) | — | 843.79 | 12/08/2033 | — | — | — | — | | | 3,556 | 3,555(5) | — | 726.53 | 12/16/2032 | — | — | — | — | | | 5,956 | 1,985(6) | — | 644.54 | 12/08/2031 | — | — | — | — | | | 10,000 | — | — | 492.00 | 12/09/2030 | — | — | — | — | | | 6,120 | — | — | 372.46 | 12/11/2029 | — | — | — | — | | | 11,400 | — | — | 381.40 | 12/12/2028 | — | — | — | — | | | 12,300 | — | — | 378.98 | 12/12/2027 | — | — | — | — | | | 12,283 | — | — | 381.92 | 12/16/2026 | — | — | — | — | | | — | — | — | — | — | 2,591(7) | 1,845,647(2) | — | — | | | — | — | — | — | — | 2,370(8) | 1,688,222(2) | — | — | | | — | — | — | — | — | 963(9) | 685,974(2) | — | — | | | — | — | — | — | — | 929(10) | 661,755(2) | — | — | | TOTAL | 63,740 | 21,893 | | | | 6,853 | 4,881,598 | | |

  139. Outstanding Equity Awards at 2024 Fiscal Year-End

    | 2025 Proxy Statement and Notice of Annual Shareholder Meeting | | | 83 |

  140. Outstanding Equity Awards at 2024 Fiscal Year-End

    | Introduction | Board of Directors | Corporate Governance | The Company | Compensation- Related Matters | Other Matters |

  141. Outstanding Equity Awards at 2024 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 | — | 13,472(3) | — | 771.64 | 12/06/2034 | — | — | — | — | | | 2,869 | 8,604(4) | — | 843.79 | 12/08/2033 | — | — | — | — | | | 7,010 | 7,009(5) | — | 726.53 | 12/16/2032 | — | — | — | — | | | 13,911 | 4,637(6) | — | 644.54 | 12/08/2031 | — | — | — | — | | | 19,950 | — | — | 492.00 | 12/09/2030 | — | — | — | — | | | 12,250 | — | — | 372.46 | 12/11/2029 | — | — | — | — | | | — | — | — | — | — | 3,499(7) | 2,492,443(2) | — | — | | | — | — | — | — | — | 3,199(8) | 2,278,744(2) | — | — | | | — | — | — | — | — | 1,899(9) | 1,352,715(2) | — | — | | | — | — | — | — | — | 2,172(10) | 1,547,181(2) | — | — | | | — | — | — | — | — | 5,000(11) | 3,561,650(2) | — | — | | TOTAL | 55,990 | 33,722 | | | | 15,769 | 11,232,733 | | | | Andrew J. Murphy, Ph.D. | — | 13,472(3) | — | 771.64 | 12/06/2034 | — | — | — | — | | | 2,869 | 8,604(4) | — | 843.79 | 12/08/2033 | — | — | — | — | | | 7,620 | 7,618(5) | — | 726.53 | 12/16/2032 | — | — | — | — | | | 11,088 | 3,695(6) | — | 644.54 | 12/08/2031 | — | — | — | — | | | 25,000 | — | — | 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 | — | — | — | — | | | — | — | — | — | — | 3,499(7) | 2,492,443(2) | — | — | | | — | — | — | — | — | 3,199(8) | 2,278,744(2) | — | — | | | — | — | — | — | — | 2,064(9) | 1,470,249(2) | — | — | | | — | — | — | — | — | 1,731(10) | 1,233,043(2) | — | — | | | — | — | — | — | — | 8,285(11) | 5,901,654(2) | — | — | | TOTAL | 215,077 | 33,389 | | | | 18,778 | 13,376,133 | | |

  142. Outstanding Equity Awards at 2024 Fiscal Year-End

    | 2025 Proxy Statement and Notice of Annual Shareholder Meeting | | | 84 |

  143. Outstanding Equity Awards at 2024 Fiscal Year-End

    | Introduction | Board of Directors | Corporate Governance | The Company | Compensation- Related Matters | Other Matters |

  144. Outstanding Equity Awards at 2024 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 ($) | | Robert E. Landry (retired) | 7,112 | — | — | 726.53 | 12/16/2032 | — | — | — | — | | | 12,719 | — | — | 644.54 | 12/08/2031 | — | — | — | — | | | 19,950 | — | — | 492.00 | 12/09/2030 | — | — | — | — | | | 24,500 | — | — | 372.46 | 12/11/2029 | — | — | — | — | | TOTAL | 64,281 | | | | | | | | |

  145. Outstanding Equity Awards at 2024 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. The number of PSUs shown in this table reflects the maximum level of payout, which was earned pursuant to the terms of underlying award agreement in 2024. | | (2) Reflects the closing price of $712.33 per share of the Company’s common stock on the Nasdaq Global Select Market on December 31, 2024. | | (3) This stock option award was granted to the NEO on December 6, 2024 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, 2023 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 16, 2022 and vests at a rate of 25% per year over the first four years of the option term. | | (6) 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. | | (7) This RSA was granted to the NEO on December 6, 2024 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 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. | | (9) 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. | | (10) 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. | | (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. |

  146. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested The following table and explanatory footnotes provide information with regard to amounts realized by our NEOs during 2024 as a result of the exercise of stock options or the vesting of RSAs.

  147. 2024 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. | 203,204 | 117,275,125 | — | — | | George D. Yancopoulos, M.D., Ph.D. | 172,723 | 95,717,905 | — | — | | Christopher Fenimore | 20,000 | 9,054,700 | 3,197 | 2,461,928 | | Daniel P. Van Plew | 35,375 | 20,283,170 | 2,864 | 2,147,263 | | Andrew J. Murphy, Ph.D. | 40,000 | 26,279,800 | 3,029 | 2,267,791 | | Robert E. Landry (retired) | 37,737 | 23,643,005 | 2,892 | 2,167,726 |

  148. 2024 Option Exercises and Stock Vested

    | (1) Amounts reflect the difference between the exercise price of the option(s) and 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). | | (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. |

  149. 2024 Option Exercises and Stock Vested

    | 2025 Proxy Statement and Notice of Annual Shareholder Meeting | | | 85 |

  150. 2024 Option Exercises and Stock Vested

    | Introduction | Board of Directors | Corporate Governance | The Company | Compensation- Related Matters | Other Matters |

  151. Potential Payments under Change in Control Severance Plan

    Potential Payments under Change in Control Severance Plan

  152. 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. | 12,174,119 | 116,005 | 441,836,929 | — | 454,127,053 | | Christopher Fenimore | 2,080,228 | 200,503 | 5,016,161 | — | 7,296,892 | | Daniel P. Van Plew | 3,929,542 | 195,336 | 11,547,074 | — | 15,671,952 | | Andrew J. Murphy, Ph.D. | 3,304,266 | 133,507 | 13,626,617 | — | 17,064,390 |

  153. Potential Payments under Change in Control Severance Plan

    | (1) Equal to two times the sum of (a) the NEO’s 2024 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 31, 2024, of $712.33. In the case of Messrs. Fenimore and Van Plew and Dr. Murphy, the amounts also include the value as of December 31, 2024 of accelerated RSAs. In the case of Dr. Yancopoulos, the amount includes the value of 620,270 PSUs from his 2020 grant (i.e., the maximum payout) that were earned as of December 31, 2024 (but remained subject to time-based vesting) multiplied by a closing price of $712.33 of the Company’s common stock on the Nasdaq Global Select Market on December 31, 2024. | | (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, 2024. | | (5) For purposes of these calculations, (i) we used base salaries as of December 31, 2024, and annual cash incentives paid to the NEOs for performance in 2021, 2022, and 2023, respectively; (ii) we assumed that each NEO received his annual cash incentive that was earned in 2024 and paid in 2025 (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 9.0% annual increase in medical premiums, 4% annual increase in dental premiums, 3% annual increase in vision premiums, and no increase in disability or life insurance premiums or employer cost of tax and financial planning advisory services for 2025 and 2026; (v) we assumed that the medical insurance benefits received in 2025 and 2026 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. |

  154. Potential Payments under Change in Control Severance Plan

    | 2025 Proxy Statement and Notice of Annual Shareholder Meeting | | | 89 |

  155. Potential Payments under Change in Control Severance Plan

    | Introduction | Board of Directors | Corporate Governance | The Company | Compensation- Related Matters | Other Matters |

  156. 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 2024 annual total compensation of our employees, excluding Dr. Schleifer) to be $164,447. The total 2024 compensation of Dr. Schleifer, as reported in the Summary Compensation Table above, was $6,823,034. Accordingly, the ratio of the 2024 annual total compensation of Dr. Schleifer to the median of the 2024 annual total compensation of our employees was approximately 41 to 1.(10) For 2024, we identified the median employee as of December 31, 2024 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 2024, 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 2024 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.

  157. Pay Ratio

    | (10) This ratio would have been approximately 200 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. |

  158. Pay Ratio

    | 2025 Proxy Statement and Notice of Annual Shareholder Meeting | | | 94 |

  159. Pay Ratio

    | Introduction | Board of Directors | Corporate Governance | The Company | Compensation- Related Matters | Other Matters |

  160. 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 of our principal executive officer (“PEO”) and non-PEO NEOs (“Non-PEO NEOs”) 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.

  161. 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) | | 2024 | 6,823,034 | (37,696,190) | 6,073,090 | (9,153,791) | 189.71 | 172.62 | 4,412,600,000 | 712.33 | | 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 |

  162. Pay Versus Performance

    | (1) Leonard S. Schleifer, M.D., Ph.D. was our 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 NEOs for 2020 and 2023; and each of these individuals plus Joseph J. LaRosa, Marion McCourt, and Christopher Fenimore comprise the Non-PEO NEOs for 2021, 2022, and 2024, respectively. |

  163. 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. |

  164. 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 ($) | Compensation “Actually Paid” to PEO ($) | | 2024 | 6,823,034 | 0 | (44,519,224) | (37,696,190) |

  165. 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 ($) | Average Compensation “Actually Paid” to Non-PEO NEOs ($) | | 2024 | 6,073,090 | (3,699,679) | (11,527,202) | (9,153,791) |

  166. Pay Versus Performance

    | 2025 Proxy Statement and Notice of Annual Shareholder Meeting | | | 95 |

  167. Pay Versus Performance

    | Introduction | Board of Directors | Corporate Governance | The Company | Compensation- Related Matters | Other Matters |

  168. 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:

  169. 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 ($) | | 2024 | 0 | (44,519,224) | 0 | 0 | 0 | 0 | (44,519,224) |

  170. 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 ($) | | 2024 | 3,264,990 | (11,592,995) | 0 | (1,537,430) | (1,661,767) | 0 | (11,527,202) |

  171. 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. |

  172. 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 NEOs in 2024. 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. |