DEF 14A of Regeneron Pharmaceuticals, Inc., Apr 24, 2026

DEF 14A of Regeneron Pharmaceuticals, Inc.

Filed Apr 24, 2026 · FY20250001308179-26-000340

Open on EDGAR

  1. Board of Directors

    Board of Directors

  2. 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.

  3. Meet the Board

    | 2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 7 |

  4. Meet the Board

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

  5. Director Nominees

    Director Nominees Last year, our board and shareholders approved an amendment to the Company’s Certificate of Incorporation to declassify the board. The declassification is being phased in over a three-year period, commencing with the 2026 Annual Meeting. Accordingly, at the 2026 Annual Meeting, the following Class II directors are standing for election for a term of one year expiring at the 2027 annual meeting and until their successors are duly elected and qualified or until their earlier death, resignation or removal. For more information about the declassification of our board, see “Corporate Governance— Board Governance—Declassification of the Board of Directors” on page 31. Unless otherwise noted, biographical information is given as of April 14, 2026 for each nominee and for each of the other directors whose term of office will continue after the 2026 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 is a parent, subsidiary, or affiliate of the Company.

  6. Director Nominees

    | Age: 85 Director since: 1991 Board and Committee Membership— 2025 Attendance Board of Directors: 14/15 Corporate Governance and Compliance Committee: 5/5 Technology Committee: 2/2 | Joseph L. Goldstein, M.D. 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 | | | | | | Reason for Nomination 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 to the board’s decision to nominate Dr. Goldstein for reelection to the board. | | | |

  7. Director Nominees

    | 2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 9 |

  8. Director Nominees

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

  9. Director Nominees

    | Age: 73 Director since: 2010 Lead Independent Director since: 2023 Board and Committee Membership— 2025 Attendance Board of Directors: 14/15 Compensation Committee (Chair): 11/11 Corporate Governance and Compliance Committee: 5/5 | Christine A. Poon 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 | | | | | | 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. | | | | | | Reason for Nomination 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 to the board’s decision to nominate Ms. Poon for reelection to the board. | | | |

  10. Director Nominees

    | 10 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |

  11. Director Nominees

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

  12. Director Nominees

    | Age: 68 Director since: 2023 Board and Committee Membership— 2025 Attendance Board of Directors: 13/15 Compensation Committee: 5/5* Technology Committee: 2/2 | David P. Schenkein, M.D. 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 | | | | * Dr. Schenkein was appointed as a member of the Compensation Committee of the board effective September 12, 2025. He attended all meetings of the Compensation Committee held after that date. | | | | | | | Other Public Company Boards •Denali Therapeutics Inc. •Prime Medicine, Inc. | | | | | | Reason for Nomination Dr. Schenkein’s extensive leadership experience as an executive and corporate director in the pharmaceutical and healthcare industries, as well as his considerable research and academic experience, led to the board’s decision to nominate Dr. Schenkein for reelection to the board. | | | |

  13. Director Nominees

    | 2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 11 |

  14. Director Nominees

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

  15. Director Nominees

    | Age: 73 Director since: 2022 Board and Committee Membership— 2025 Attendance Board of Directors: 15/15 Corporate Governance and Compliance Committee: 1/1* Technology Committee: 2/2 | Craig B. Thompson, M.D. 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 was appointed as a member of the Corporate Governance and Compliance Committee of the board effective September 12, 2025. He attended all meetings of the Corporate Governance and Compliance Committee held after that date. | | | | | | | Reason for Nomination Dr. Thompson’s extensive research and leadership experience in the pharmaceutical and healthcare industries, as well as his experience as a corporate director, led to the board’s decision to nominate Dr. Thompson for reelection to the board. | | | |

  16. Director Nominees

    | 12 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |

  17. Director Nominees

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

  18. Director Nominees

    | Age: 71 Director since: 2016 Board and Committee Membership— 2025 Attendance Board of Directors: 14/15 Compensation Committee: 10/11 Technology Committee: 2/2 | Huda Y. Zoghbi, M.D. 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 | | | | | | Reason for Nomination Dr. Zoghbi’s extensive research experience and her scientific and academic career and accomplishments led to the board’s decision to nominate Dr. Zoghbi for reelection to the board. | | | |

  19. Director Nominees

    | 2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 13 |

  20. Director Nominees

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

  21. Class III Directors Continuing in Office

    Class III Directors Continuing in Office The terms of office for the Class III directors listed below expire at the 2027 Annual Meeting.

  22. Class III Directors Continuing in Office

    | Age: 65 Director since: 2017 Board and Committee Membership— 2025 Attendance Board of Directors: 14/15 Audit Committee: 9/9 Compensation Committee: 8/8* | N. Anthony Coles, M.D. 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 | | * Dr. Coles was appointed as a member of the Compensation Committee of the board effective April 4, 2025. He attended all meetings of the Compensation Committee held after that date. | | | | | | | | 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. | | | |

  23. Class III Directors Continuing in Office

    | 14 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |

  24. Class III Directors Continuing in Office

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

  25. Class III Directors Continuing in Office

    | Age: 54 Director since: 2023 Board and Committee Membership— 2025 Attendance Board of Directors: 15/15 Audit Committee: 9/9 | Kathryn Guarini, Ph.D. 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. | | | |

  26. Class III Directors Continuing in Office

    | 2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 15 |

  27. Class III Directors Continuing in Office

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

  28. Class III Directors Continuing in Office

    | Age: 83 Director since: 2003 Board and Committee Membership— 2025 Attendance Board of Directors: 14/15 Audit Committee: 9/9 Corporate Governance and Compliance Committee (Chair): 5/5 | Arthur F. Ryan 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. | | | |

  29. Class III Directors Continuing in Office

    | 16 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |

  30. Class III Directors Continuing in Office

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

  31. Class III Directors Continuing in Office

    | Age: 76 Director since: 1988 Board and Committee Membership— 2025 Attendance Board of Directors: 14/15 Audit Committee (Chair): 9/9 Compensation Committee: 11/11 | George L. Sing 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. | | | |

  32. Class III Directors Continuing in Office

    | 2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 17 |

  33. Class III Directors Continuing in Office

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

  34. Class I Directors Continuing in Office

    Class I Directors Continuing in Office The terms of office for the Class I directors listed below expire at the 2028 Annual Meeting.

  35. Class I Directors Continuing in Office

    | Age: 63 Director since: 2016 Board and Committee Membership— 2025 Attendance Board of Directors: 14/15 Corporate Governance and Compliance Committee: 5/5 Technology Committee: 2/2 | Bonnie L. Bassler, Ph.D. Career Highlights •Andrew K. Golden University Professor since 2025, Squibb Professor in Molecular Biology since 2003, and former Chair of the Department of Molecular Biology from 2013 to 2015 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. and Cidara Therapeutics, 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 •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 the board to conclude that Dr. Bassler should serve as a director. | | | |

  36. Class I Directors Continuing in Office

    | 18 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |

  37. Class I Directors Continuing in Office

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

  38. Class I Directors Continuing in Office

    | Age: 85 Director since: 1991 Board and Committee Membership— 2025 Attendance Board of Directors: 14/15 Corporate Governance and Compliance Committee: 5/5 Technology Committee (Chair): 2/2 | Michael S. Brown, M.D. Career Highlights •Distinguished Chair in Biomedical Sciences since 1989 and Regental Professor of Molecular Genetics and Internal Medicine and Director of the Jonsson Center for Molecular Genetics since 1985 at The University of Texas Southwestern Medical Center at Dallas •Nobel Prize for Physiology or Medicine in 1985 (jointly with Dr. Goldstein) •U.S. National Medal of Science in 1988 (jointly with Dr. Goldstein) | | | | | | Experience and Expertise | | | | | | | Industry Experience | | Executive/Leadership Experience | | | | Science/Biotech Background | | Research/Academic Experience | | | Scientific Society Memberships •The National Academy of Sciences •The National Academy of Medicine •The Royal Society of London | | | | | | Dr. Brown’s distinguished scientific and academic background, including his receipt of the Nobel Prize for Physiology or Medicine in 1985, and his significant industry experience gained through his service on the board of directors of the Company and the board of directors of a leading pharmaceutical company, led the board to conclude that Dr. Brown should serve as a director. | | | |

  39. Class I Directors Continuing in Office

    | 2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 19 |

  40. Class I Directors Continuing in Office

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

  41. Class I Directors Continuing in Office

    | Age: 73 Director since: 1988 Board co-Chair since: 2023 Board and Committee Membership— 2025 Attendance Board of Directors: 15/15 Technology Committee: 2/2 | Leonard S. Schleifer, M.D., Ph.D. Career Highlights •Founded the Company in 1988; built and managed the Company over the past 38 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 the board to conclude that Dr. Schleifer should serve as a director. | | | |

  42. Class I Directors Continuing in Office

    | 20 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |

  43. Class I Directors Continuing in Office

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

  44. Class I Directors Continuing in Office

    | Age: 66 Director since: 2001 Board co-Chair since: 2023 Board and Committee Membership— 2025 Attendance Board of Directors: 15/15 Technology Committee: 2/2 | George D. Yancopoulos, M.D., Ph.D. 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 13 FDA‑approved drugs the Company has developed, EYLEA® (aflibercept) Injection, EYLEA HD® (aflibercept) 8 mg, Dupixent® (dupilumab), Libtayo® (cemiplimab), Praluent® (alirocumab), Kevzara® (sarilumab), Lynozyfic® (linvoseltamab), Evkeeza® (evinacumab‑dgnb), Inmazeb® (atoltivimab, maftivimab and odesivimab‑ebgn), Veopoz® (pozelimab) Injection, Otarmeni™ (lunsotogene parvec-cwha), 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 the board to conclude that Dr. Yancopoulos should serve as a director. | | | |

  45. Class I Directors Continuing in Office

    | 2026 Proxy Statement and Notice of Annual Shareholder Meeting | | 21 |

  46. Class I Directors Continuing in Office

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

  47. Compensation of Directors

    Compensation of Directors

  48. 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, the Current 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.

  49. 2025 Director Compensation

    2025 Director Compensation The following table and explanatory footnotes provide information with respect to compensation paid to each non-employee director for their service in 2025 in accordance with the policies and plans described above: Director Compensation

  50. 2025 Director Compensation

    | A | B | C | D | E | F | G | | H | | Name | Fees earned or paid in cash ($) | Stock awards1 ($) | Option awards1,2 ($) | Non-Equity incentive plan compensation ($) | Change in pension value and non-qualified deferred compensation earnings | All other compensation3 ($) | | Total ($) | | Bonnie L. Bassler, Ph.D. | 110,000 | 119,415 | 480,552 | — | — | 5,449 | 4 | 715,416 | | Michael S. Brown, M.D. | 120,000 | 119,415 | 480,552 | — | — | 10,449 | 5 | 730,416 | | N. Anthony Coles, M.D.6 | 107,411 | 119,415 | 480,552 | — | — | 10,449 | 5 | 717,827 | | Joseph L. Goldstein, M.D. | 110,000 | 119,415 | 480,552 | — | — | 5,449 | 4 | 715,416 | | Kathryn Guarini, Ph.D. | 100,000 | 119,415 | 480,552 | — | — | 1,577 | 4 | 701,544 | | Christine A. Poon | 170,000 | 119,415 | 480,552 | — | — | 5,449 | 4 | 775,416 | | Arthur F. Ryan | 120,000 | 119,415 | 480,552 | — | — | 5,449 | 4 | 725,416 | | David P. Schenkein, M.D.6 | 103,021 | 119,415 | 480,552 | — | — | 1,577 | 4 | 704,565 | | George L. Sing | 120,000 | 119,415 | 480,552 | — | — | 10,449 | 5 | 730,416 | | Craig B. Thompson, M.D.6 | 103,021 | 119,415 | 480,552 | — | — | 2,182 | 4 | 705,170 | | Huda Y. Zoghbi, M.D. | 110,000 | 119,415 | 480,552 | — | — | 10,449 | 5 | 720,416 |

  51. 2025 Director Compensation

    1The 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, 2025 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, 2025 included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 4, 2026 (the “2025 Annual Report”). 2At December 31, 2025, the non-employee directors listed in this table had the following aggregate number of stock option awards outstanding: Dr. Bassler: 18,479; Dr. Brown: 7,042; Dr. Coles: 9,749; Dr. Goldstein: 7,042; Dr. Guarini: 5,653; Ms. Poon: 36,776; Mr. Ryan: 9,749; Dr. Schenkein: 5,653; Mr. Sing: 36,776; Dr. Thompson: 7,878; and Dr. Zoghbi: 31,384. At December 31, 2025, these individuals had the following aggregate number of RSU awards outstanding: Dr. Bassler: 1,548; Dr. Brown: 1,548; Dr. Coles: 1,548; Dr. Goldstein: 1,548; Dr. Guarini: 448; Ms. Poon: 1,548; Mr. Ryan: 1,548; Dr. Schenkein: 448; Mr. Sing: 1,548; Dr. Thompson: 620; and Dr. Zoghbi: 1,548. 3See 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. 4Consists of dividends accrued and/or paid in 2025 in respect of outstanding RSU awards. 5Consists of (i) $5,449 of dividends accrued and/or paid in 2025 in respect of outstanding RSU awards and (ii) $5,000 for a Company contribution paid or payable on or before April 14, 2026 under the Regeneron Matching Gift Program in respect of charitable gifts made in 2025. 6During 2025, Drs. Coles and Schenkein were appointed as members of the Compensation Committee and Dr. Thompson was appointed as a member of the Corporate Governance and Compliance Committee. Accordingly, each of Drs. Coles, Schenkein, and Thompson received a prorated annual committee retainer for his service on the relevant committee in 2025 based on the applicable date of election to such committee.

  52. 2025 Director Compensation

    | Proposal No. 1 Election of Directors | | | The board of directors, upon the recommendation of the Corporate Governance and Compliance Committee, has nominated for election at the 2026 Annual Meeting Joseph L. Goldstein, M.D., Christine A. Poon, David P. Schenkein, M.D., Craig B. Thompson, M.D., and Huda Y. Zoghbi, M.D. for a one-year term expiring at the 2027 Annual Meeting. | | | | | | | The board of directors recommends a vote FOR the election of each of these nominees. |

  53. 2025 Director Compensation

    | 30 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |

  54. 2025 Director Compensation

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

  55. 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.

  56. Indemnification of Directors and Officers

    | 50 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |

  57. Indemnification of Directors and Officers

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

  58. Executive Summary

    | Modest Increases to Cash Compensation | | Annual Cash Incentives •Based on 2025 achievements, Company performance multiplier set at 1.55 for 2025 annual cash incentive awards—up slightly from 1.50 for 2024 but below trailing 10-year average of 1.83 –Upward adjustments for “transformational” achievements related to the U.S. approval and launch of Libtayo for the treatment of adjuvant CSCC, the strength of Libtayo in ongoing clinical trials in adjuvant settings, and the potentially transformational impact of Regeneron’s C5 program for the treatment of myasthenia gravis –Downward adjustments for underperformance related to ongoing challenges with third-party manufacturing fillers and the results of a second Phase 3 trial for itepekimab that did not meet its primary endpoint3 •Each NEO’s cash incentive target as a percentage of base salary remained the same for the last three years with the exception of Mr. Fenimore, our Chief Financial Officer (“CFO”), in light of his 2025 promotion to Executive Vice President Base Salaries •Merit base salary increases for each NEO of 2.5% for 2026, consistent with merit increases for other officers and below merit increases for other employees; additional 7.8% base salary adjustment for our CFO to enhance market competitiveness | | No CEO/CSO Year-End Equity Awards; Generally Flat Year-End Equity Awards for Other NEOs | | •No equity awards to CEO or CSO in 2025 as the Committee continued to actively discuss and consider a potential new CEO/CSO equity program design •Other NEO 2025 year-end equity awards with values equal to corresponding 2024 year-end awards; 2025 year-end CFO equity award value increased 10% to enhance market competitiveness and to reflect expected future contributions to corporate performance4 | | Record-Low Burn Rate | | •Burn rate of 2.00% in 2025, a record-low for the Company despite maintaining one of the broadest equity programs among our peers and increasing the number of our employees year-over-year | | The Compensation Committee’s year-end decisions in 2025 reflected pay-for performance principles while also staying true to a pay philosophy designed to support the long-term success of Regeneron. |

  59. Executive Summary

    3See “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 2025. 4See “Components of Executive Pay: What We Pay and Why We Pay It—Annual Equity Awards” for more information on these 2025 equity awards.

  60. 2025 Engagement

    | What We Heard | | How We Responded | | •Positive feedback on several aspects of Regeneron’s executive pay program •Increased focus on equity compensation design planning for CEO and CSO in light of their eligibility for new awards commencing in December 2025; several inquiries regarding any “lessons learned” from the experience with the 2020 PSU awards •Strong support for Regeneron’s broad-based equity program; broad utilization seen as a mitigating factor for burn rate that in certain years may be higher compared to the burn rates reported by many similarly sized companies •Positive feedback on redesigned and revised CD&A in last year’s proxy statement | | •No material changes to the executive compensation program in 2025 in light of the program’s continued alignment with business strategy and overall support from our shareholders evidenced by the 2025 say-on-pay vote results •2025 feedback thoroughly discussed by the Compensation Committee and considered for pay decisions and equity compensation design for future years, including for the CEO/CSO equity program6 •Further streamlined CD&A in this proxy statement to respond to demand for simpler, more straightforward disclosure |

  61. Compensation Program Overview

    | | Element | Performance Period | Objective/Link to Shareholder Value | How We Determine Amount | | FIXED | Base Salaries | Ongoing | Attract and retain top talent | Scope of responsibilities, experience, annual performance, significance of the role, and market competitiveness | | VARIABLE | Cash Incentives | 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 NEOs) | | | Equity Awards* | | | | | | •Stock Options (60% of value awarded) | 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 •(40% of value awarded) | Four-year vesting schedule (50% every two years) | Reinforce long-term focus, reward high performance, and promote long-term retention | |

  62. Compensation Program Overview

    *Drs. Schleifer and Yancopoulos did not receive any equity awards in 2025 as the Committee continued to actively discuss and consider a potential new CEO/CSO equity program design. Our executive compensation structure emphasizes at-risk, performance-based pay, with increased performance accountability as responsibility increases. In the case of our CEO and CSO, all of their direct pay, except for base salaries, depends on performance and is “at-risk.” We also emphasize at-risk pay for our other NEOs, with stock options (which are inherently performance-based) continuing to represent 60% of the grant date fair value of their annual equity awards in 2025.

  63. Compensation Program Overview

    | What We Do | Align pay with performance •All CEO and CSO direct pay is performance-based and “at-risk” (except for base salaries) Align management and shareholder interests •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 CEO/CSO PSUs have an eight- year life consisting of five-year performance and vesting periods (December 2020 to December 2025) and a three-year post-vesting holding period (January 2026 to December 2028) Maintain robust stock ownership guidelines •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 Hold annual say-on-pay votes •Say-on-pay votes held annually in recognition of shareholder feedback and preference | Align our compensation philosophy and program design with our culture and business strategy •Long-term oriented •Focused on product pipeline •Employee/shareholder mindset Maintain a strong recoupment (clawback) policy •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 •Primary policy supplemented to provide for recovery of incentive-based compensation of specified officers in the event an accounting restatement renders such compensation erroneously received Retain an independent compensation consultant •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 Actively and regularly engage with shareholders on executive compensation matters •Robust engagement program in the last 10+ years •In 2025, reached out to shareholders collectively representing 51% of public shares and held one-on-one discussions with shareholders representing 42% of public shares | | What We Don’t Do | Reprice, exchange, or “spring-load” stock options Provide excessive perquisites without a compelling business rationale | Provide excise tax gross-ups in any new compensation plans or arrangements Allow hedging or pledging of securities |

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

    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 Regeneron’s 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 2025 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 with the exception of Mr. Fenimore in light of his promotion to Executive Vice President effective January 1, 2025. How We Calculate Our Cash Incentive Awards

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

    | | Cash Incentive Target | Performance Weight (multiplier range) | | Potential Award Range | | CEO/CSO: | 120% of Base Salary | 100% Corporate (0 - 2.0x*) | | 0 - 200% of Target | | | | 60% Corporate (0 - 2.0x*) | | | | Other NEOs: | | | | 0 - 180% of Target | | | 65% of Base Salary | | | | | | | 40% Individual (0 - 1.5x*) | | |

  66. Using this formula, annual cash incentives are typically capped at 200% of target for our CEO and CSO and 180%

    Using this formula, annual cash incentives are typically capped at 200% of target for our CEO and CSO and 180% of target for our other NEOs. In addition, annual 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.” Corporate Performance The Compensation Committee utilizes an in-depth process to review the Company’s performance every year, culminating in the Committee’s determination of the Company performance multiplier for annual cash incentives awarded at year-end. This process (previously enhanced in response to shareholder feedback to provide more rigor to the Committee’s decision-making process and to foster consistency in its decisions year to year) is detailed below.

  67. Using this formula, annual cash incentives are typically capped at 200% of target for our CEO and CSO and 180%

    | 1 Identify Milestone Goals at beginning of year, focused on product pipeline and development | 2 Provide Progress Updates Throughout the Year at regularly scheduled meetings of the board of directors | 3 Deliver Final Presentation on Performance including a scorecard on select milestone goals and review of performance across the organization | 4 Conduct Assessment resulting in the Committee’s determination of Company performance multiplier for year |

  68. Using this formula, annual cash incentives are typically capped at 200% of target for our CEO and CSO and 180%

    | 66 | | 2026 Proxy Statement and Notice of Annual Shareholder Meeting |

  69. Using this formula, annual cash incentives are typically capped at 200% of target for our CEO and CSO and 180%

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

  70. Potential Upward/Downward Adjustment for “Transformational” Achievements/Significant Underperformance

    Applying the framework described above, the Compensation Committee first established a baseline Company performance multiplier of 1.5 for 2025 based on the Company’s progress toward achieving the key milestones shown in the table above and the additional performance factors reviewed by the Committee. The Committee then determined which of the 2025 Company accomplishments constituted transformational achievements and thus warranted an upward adjustment for purposes of this framework; and which 2025 developments impacting Regeneron in the Committee’s assessment warranted a downward adjustment. Upward adjustments to the baseline multiplier were based on: •The U.S. approval and launch of Libtayo for the treatment of adjuvant CSCC and the strength of Libtayo in ongoing clinical trials in adjuvant settings; and •The potentially transformational impact of Regeneron’s C5 program for the treatment of myasthenia gravis. Downward adjustments were based on: •Ongoing challenges with third-party manufacturing fillers (which, while not directly related to the Company’s operations, had resulted in FDA observations and delayed filings and approvals); and •The results from a second Phase 3 trial for itepekimab, which did not meet its primary endpoint in 2025. As a result of the foregoing, the Committee set the final Company performance multiplier for 2025 at 1.55. See subsection “Compensation Dashboard—Additional Compensation Information—Annual Cash Incentives” for additional information. Individual Performance The personal performance multiplier may range from 0 to 1.5 for the NEOs with a personal performance component. For the explanation of individual factors considered in the cash incentive decisions, see the subsection “Compensation Dashboard—Additional Compensation Information—Annual Cash Incentives.” 2025 Earned Cash Incentives In determining the level of 2025 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 2025 performance. For the four 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 2025:

  71. Potential Upward/Downward Adjustment for “Transformational” Achievements/Significant Underperformance

    | | 2025 Base Salary ($) | Cash Incentive Target (as percentage of base salary) | Personal Performance Component | | Company Performance Component | | 2025 Total Cash Incentive ($) | | Named Executive Officer | | | Multiplier | Weighting | Multiplier | Weighting | | | Leonard S. Schleifer, M.D., Ph.D. | 1,979,922 | 120% | N/A | N/A | 1.55 | 100% | 3,682,655 | | George D. Yancopoulos, M.D., Ph.D. | 1,979,922 | 120% | N/A | N/A | 1.55 | 100% | 3,682,655 | | Christopher Fenimore | 725,000 | 65% | 1.50 | 40% | 1.55 | 60% | 721,013 | | Daniel P. Van Plew | 983,382 | 65% | 1.45 | 40% | 1.55 | 60% | 965,189 | | Andrew J. Murphy, Ph.D. | 819,672 | 65% | 1.50 | 40% | 1.55 | 60% | 815,164 | | Joseph J. LaRosa | 916,062 | 65% | 1.50 | 40% | 1.55 | 60% | 911,024 |

  72. Potential Upward/Downward Adjustment for “Transformational” Achievements/Significant Underperformance

    In addition to the annual cash incentive described above, in December 2025 the Compensation Committee awarded Mr. LaRosa a special, one-time cash incentive award of $1,000,000 in recognition of his and his team’s extraordinary contributions in 2025, as described in the subsection “Compensation Dashboard—Additional Compensation Information— Annual Cash Incentives.”

  73. Potential Upward/Downward Adjustment for “Transformational” Achievements/Significant Underperformance

    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.

  74. Potential Upward/Downward Adjustment for “Transformational” Achievements/Significant Underperformance

    | 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. –2020 CEO/CSO PSUs (which vested in December 2025 and must be held until December 2028) were earned solely based on the relevant TSR-based performance criteria. | | 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 well in excess of these requirements. For example, as of year-end 2025, both our CEO and CSO held shares with a value over 400x of their respective base salaries then in effect. •In addition, 2020 CEO/CSO PSUs require a three-year deferral and holding period following vesting, except in certain limited circumstances. | | 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. •2020 CEO/CSO PSUs incorporated a long-term, five-year performance period (December 2020 to December 2025) and may not be monetized during an additional three-year deferral and holding period (January 2026 to December 2028): –Designed to promote and reward value creation and shareholder alignment over eight years. •RSAs promote long-term employment: –RSAs 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. | | 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. |

  75. Potential Upward/Downward Adjustment for “Transformational” Achievements/Significant Underperformance

    In applying this framework in 2025, 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 2025 as the Committee continued to actively discuss and consider a potential new CEO/ CSO equity program design. The 2025 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, retain, and incentivize; 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 preferred by shareholders. In 2025, our burn rate was 2.00%, a record low for the Company. Each of the NEOs receiving 2025 year-end equity awards was granted an award with a grant date fair value equal to the value of such NEO’s 2024 year-end award with the exception of Mr. Fenimore, who received a modest increase to his year-end award. In making these determinations, 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 the case of Mr. Fenimore, the Committee also took into account market competitiveness considerations in light of his promotion to Executive Vice President effective January 1, 2025. See “Compensation Dashboard—Additional Compensation Information—Annual Cash Incentives” for more information on each relevant NEO’s individual contributions in 2025. 2025 Annual Equity Awards

  76. Potential Upward/Downward Adjustment for “Transformational” Achievements/Significant Underperformance

    | | 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 | 3,300,000 | 14,924 | 2,200,000 | 3,027 | 5,500,000 | | Daniel P. Van Plew | 4,050,000 | 18,315 | 2,700,000 | 3,715 | 6,750,000 | | Andrew J. Murphy, Ph.D. | 4,050,000 | 18,315 | 2,700,000 | 3,715 | 6,750,000 | | Joseph J. LaRosa | 2,700,000 | 12,210 | 1,800,000 | 2,476 | 4,500,000 |

  77. Potential Upward/Downward Adjustment for “Transformational” Achievements/Significant Underperformance

    *Drs. Schleifer and Yancopoulos did not receive any equity awards in 2025, as the Committee continued to actively discuss and consider a potential new CEO/CSO equity program design. **Represents the target grant date fair value of the awards. See “Compensation Dashboard—2025 Executive Compensation Tables—2025 Summary Compensation Table” for the actual grant date fair value of such awards. All of the equity awards granted to the NEOs in 2025 are subject to the Company’s policy regarding recoupment or reduction (clawback) of incentive compensation, including after such awards have been earned/vested.

  78. Potential Upward/Downward Adjustment for “Transformational” Achievements/Significant Underperformance

    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 2025. The use of stock options for 2025 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 of their simplicity and inherently performance-based nature, requiring stock price appreciation before there is any real value earned. 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 approximates the typical length of the drug discovery and development cycle. Stock options awarded to our NEOs in 2025 have an exercise price of $726.71 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. 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 2025. In continuing to use RSAs as a component of the equity award mix for the 2025 annual equity awards to our NEOs and other employees located in the United States (with employees located outside the United States receiving RSUs), 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.

  79. Potential Upward/Downward Adjustment for “Transformational” Achievements/Significant Underperformance

    Perquisites and Personal Benefits Any perquisites provided to our NEOs must comply with a Compensation Committee-approved policy regarding senior officer perquisites and are periodically reviewed by the Committee. Similar to our other employees, our NEOs may participate in Company-wide health, disability, life insurance, and other benefit plans, as well as our 401(k) Savings Plan (including matching contributions). See details concerning the 401(k) Savings Plan in the subsection “Compensation Dashboard—Additional Compensation Information—Perquisites and Personal Benefits.” Regeneron has no pension, deferred compensation, or retirement plans for U.S.-based employees other than our 401(k) Savings Plan. Our NEOs are also eligible to receive financial and tax planning assistance, which are taxable benefits. In addition, our CEO is entitled to life insurance, long-term disability, medical malpractice insurance premiums, and additional tax and financial planning services pursuant to his employment agreement. These are described in footnote 4 to the Summary Compensation Table. Our CEO and CSO are also eligible for various benefits under our board-approved security policy, the purpose of which is to ensure increased efficiencies and provide a more secure environment for these executives. Based on the recommendation of an independent, third-party security study, our security policy and related guidelines require our CEO and CSO to use, as much as practicable, Company-provided aircraft for all business and personal air travel. The security policy also provides for other security services consisting of secure car transportation, on-site residential security at the primary residence for each of Drs. Schleifer and Yancopoulos, and 24/7 personal security services for each of Drs. Schleifer and Yancopoulos. In addition, the Company covers the cost of certain services related to internet connectivity at the residences of Drs. Schleifer and Yancopoulos as well as rent payments and related expenses for a local residence for Mr. LaRosa. Additional information regarding perquisites and other personal benefits provided to our NEOs in, or with respect to, 2025 is given in the applicable footnotes to the Summary Compensation Table and in the subsection “Compensation Dashboard —Additional Compensation Information—Perquisites and Personal Benefits.” 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.” The award agreements governing unvested equity awards for our NEOs and other 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.

  80. Compensation Processes

    Compensation Processes 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 and the CSO, 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 2025, 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.

  81. Compensation Processes

    With respect to executive compensation, 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 in certain years may be higher than the burn rates reported by many similarly sized companies. A number of shareholders also inquired about the status of the Compensation Committee’s equity compensation design planning for our CEO and CSO in light of their eligibility for new awards commencing in December 2025, with certain of these shareholders specifically asking whether and how new awards would incorporate any “lessons learned” from the experience with the 2020 PSU awards to these executives. This feedback has been shared with the Compensation Committee and will continue to inform future executive compensation planning and decisions. Compensation-Related Changes Informed by Recent Shareholder Feedback 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.”

  82. Compensation Processes

    | Say-on-Pay •Voluntarily adopted an annual say-on-pay vote (2022) | Enhanced Disclosure •Enhanced proxy statement disclosure surrounding annual cash incentive and annual equity award determinations and 2020 PSUs (2022-2025) •Shortened and streamlined CD&A (2024-2026) | | 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) | Dilution/Burn Rate Concerns •Introduced and maintained the use of full-value awards as a component of annual equity awards (2019-2025) •Recalibrated equity award size and/or mix (stock options and/or RSAs/RSUs) for NEOs below the CEO/CSO level and other employees (2019-2025) | | Annual Cash Incentives •Enhanced and standardized the process by which the Compensation Committee determines the Company performance multiplier for annual cash incentives (2023) | Perquisites Policy •Adopted a Compensation Committee-approved policy covering perquisites of our NEOs and other senior officers (2024) |

  83. Compensation Processes

    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 has utilized the services of Pay Governance LLC since 2021. In addition, as discussed above under “Board of Directors— Compensation of Directors,” the Corporate Governance and Compliance Committee has engaged Pay Governance LLC with respect to non-employee director compensation matters. 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. In accordance with applicable listing standards of the Nasdaq Stock Market LLC and SEC rules, the Compensation Committee periodically evaluates the independence of Pay Governance LLC; and, on the basis of this evaluation conducted for 2025, 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. 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 2025, 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: •research and development orientation; •market capitalization; •number of employees; •stage of development; and •total revenues. 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 2025 consists of the following 11 companies:

  84. Compensation Processes

    The Compensation Committee most recently reviewed the Peer Group in June 2025 and, based on the recommendation of Pay Governance LLC, did not make any changes. 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.

  85. Compensation Processes

    1Based on available data as of May 2025 In making the compensation decisions in December 2025, 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 or benchmarking. 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.

  86. 2025 Executive Compensation Tables

    | A | B | C | D | | E | F | G | I | | J | | Name and principal position | Year | Salary ($) | Bonus ($) | | 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 | 2025 | 1,979,922 | — | | | | 3,682,655 | 1,617,972 | 4 | 7,280,549 | | | 2024 | 1,941,100 | — | | — | — | 3,493,980 | 1,387,954 | | 6,823,034 | | | 2023 | 1,875,415 | — | | — | — | 4,275,946 | 2,032,977 | | 8,184,338 | | George D. Yancopoulos, M.D., Ph.D. Board co-Chair, President and Chief Scientific Officer | 2025 | 1,979,922 | — | | | | 3,682,655 | 1,286,892 | 5 | 6,949,469 | | | 2024 | 1,941,100 | — | | — | — | 3,493,980 | 1,361,703 | | 6,796,783 | | | 2023 | 1,875,415 | — | | — | — | 4,275,946 | 1,608,469 | | 7,759,830 | | Christopher Fenimore Executive Vice President, Finance and Chief Financial Officer6 | 2025 | 725,000 | — | | 2,199,751 | 3,299,977 | 721,013 | 39,623 | 7 | 6,985,364 | | | 2024 | 660,000 | — | | 1,999,319 | 2,999,683 | 594,000 | 15,250 | | 6,268,252 | | Daniel P. Van Plew Executive Vice President and General Manager, Industrial Operations and Product Supply | 2025 | 983,382 | — | | 2,699,728 | 4,049,757 | 965,189 | 82,207 | 8 | 8,780,263 | | | 2024 | 964,100 | — | | 2,699,968 | 4,049,729 | 914,931 | 26,450 | | 8,655,178 | | | 2023 | 931,500 | — | | 2,699,284 | 4,049,638 | 1,053,527 | 26,200 | | 8,760,149 | | Andrew J. Murphy, Ph.D. Executive Vice President, Co-Chief Scientific Officer | 2025 | 819,672 | — | | 2,699,728 | 4,049,757 | 815,164 | 92,798 | 9 | 8,477,119 | | | 2024 | 803,600 | — | | 2,699,968 | 4,049,729 | 783,510 | 26,450 | | 8,363,257 | | | 2023 | 776,250 | — | | 2,699,284 | 4,049,638 | 877,939 | 26,200 | | 8,429,311 | | Joseph J. LaRosa Executive Vice President, General Counsel and Secretary10 | 2025 | 916,062 | 1,000,000 | 11 | 1,799,334 | 2,699,810 | 911,024 | 132,740 | 12 | 7,458,970 |