DEF 14A 1 a2234921zdef14a.htm DEF 14A

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SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

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

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Filed by a Party other than the Registrant o

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

 

Regeneron Pharmaceuticals, Inc.

(Name of Registrant as Specified In Its Charter)

 

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

Payment of Filing Fee (Check the appropriate box):

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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    (2)   Aggregate number of securities to which transaction applies:
        
 
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Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

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MANAGEMENT LETTER TO SHAREHOLDERS


 


 


 

 


DEAR FELLOW SHAREHOLDERS,

In 2018, we are celebrating the 30th anniversary of Regeneron's incorporation. A lot has changed since our early days, but many things remain constant, including our core mission of bringing important new medicines to people with serious diseases. We have always taken a long-term view to our business, investing in science and technology that we believe will drive innovation today and for many years to come. This investment has yielded six FDA-approved medicines and a robust, internally discovered and developed product pipeline.

In 2017, we received U.S. Food and Drug Administration (FDA) and European Commission approvals for two important new medicines, DUPIXENT® (dupilumab, blocking the IL-4 and IL-13 pathways) Injection for adults with moderate-to-severe atopic dermatitis and KEVZARA® (sarilumab, blocking the IL-6 pathway) Injection for adults with moderately to severely active rheumatoid arthritis, both of which were homegrown in our laboratories. We were one of only three companies to obtain multiple FDA approvals for novel medicines in 2017, and in its overview of 2017 approvals, the FDA highlighted DUPIXENT as one of two notable examples of first-in-class medicines with "potential for strong positive impact on the health of the American people."

We also continued to bring EYLEA® (aflibercept, blocking VEGF) Injection to more people in need, achieving nearly $6 billion in global sales in 2017, together with our ex-U.S. collaborator Bayer. In addition, the United States Court of Appeals for the Federal Circuit ordered a new trial on the issues of written description and enablement and vacated the permanent injunction in the ongoing litigation regarding PRALUENT® (alirocumab, blocking PCSK9) Injection. With positive results from the large cardiovascular ODYSSEY OUTCOMES trial announced in early 2018, we hope that PRALUENT will be able to deliver on its promise of helping the many patients at high cardiovascular risk who are not adequately treated with statins.

In 2018, we are anticipating two additional FDA approval decisions: dupilumab for the treatment of adults and adolescents (12 years+) with moderate-to-severe asthma; and cemiplimab, our PD-1 antibody, in advanced cutaneous squamous cell carcinoma, a difficult-to-treat skin cancer. Our clinical-stage pipeline includes 16 important new product candidates, including fully human antibodies and bispecific antibodies, in multiple different therapeutic areas, including cancer, diabetic eye diseases, pain, muscle atrophy, and allergic disease.

With DUPIXENT's approval in adults with uncontrolled moderate-to-severe atopic dermatitis and strong clinical data in multiple investigational settings (asthma, eosinophilic esophagitis, and nasal polyps), we see potential to change the practice of medicine in allergic diseases. We are further evaluating dupilumab in pediatric patients, in patients who suffer from multiple allergic conditions at the same time, as well as in people with peanut allergy and grass allergy. With the accelerated development of REGN3500, our IL-33 antibody which may also have a potential impact on diseases like atopic dermatitis, asthma, and chronic obstructive pulmonary disease, allergic diseases will be a focus of the company for many years to come.

We also continue to actively develop and refine new technologies that can improve and expedite the drug development process. One major technology initiative, the Regeneron Genetics Center (RGC), is one of the leading genomics efforts in the world. To date, the RGC has sequenced exomes from 300,000 volunteers, enabled through collaborations with health-record pioneers like the Geisinger Health System and UK Biobank. Early in 2018, we were proud to form a novel, pre-competitive consortium with other leading life sciences companies to fund the RGC's sequencing of the 500,000 individuals in the UK Biobank population—one of the largest human sequencing efforts in the world—advancing Regeneron's research and accelerating delivery of this unprecedented "big data" resource to the global research community.


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In 2017 we also created new alliances with several emerging companies that have synergistic technology capabilities, including Intellia Therapeutics, Inc. to pursue CRISPR-based therapeutics and Decibel Therapeutics, Inc. to pursue solutions for hearing loss.

We are committed to investing in our R&D efforts while continuing to deliver strong financial results for our shareholders. In 2017, total revenues increased 21 percent from 2016 to $5.9 billion, driven by continued growth within our EYLEA franchise, as well as increased contributions of revenue from our collaborators. This revenue growth was realized without taking any price increases on our medicines. We earned $16.32 per diluted share from non-GAAP net income of $1.90 billion, a 44 percent increase over 2016, and generated free cash flow in excess of $1.0 billion.* Our balance sheet remains strong, and we ended the year with $2.9 billion in cash and marketable securities.

The reduction of the U.S. corporate tax rate to 21 percent will provide a significant benefit to Regeneron, especially as currently most of our profits are subject to taxation in the United States. We do not expect the new tax law to have a material impact on our overall strategy, as we develop and manufacture products in the United States and Ireland based on business needs. Our near-term plan for the incremental cash flow that will be generated by the reduction in tax is to re-invest it into our research efforts and use it to support our growth.

We have grown our team to over 6,500 people and have purposely created an innovative and collaborative culture where the highest-quality research thrives and where committed teams can discover, develop, and commercialize new medicines. After the 2018 annual shareholder meeting, Charles Baker will be retiring from the Board of Directors, having served for nearly three decades. We thank Chuck for his early support and for offering his leadership, business expertise, and wisdom to the company and its shareholders.

Beyond our own Regeneron team, we also are keenly focused on fostering the next generation of scientific innovators. We are a leader in supporting STEM (Science, Technology, Engineering, and Math) initiatives that reward and inspire promising young minds, including providing in excess of $100 million over ten years to support the Regeneron Science Talent Search, the nation's oldest and most prestigious high school science competition. We take our commitment to being a responsible corporate citizen seriously, and, in order to increase transparency around all aspects of our environmental, social and governance practices, we have launched a new Responsibility Report this year.

We are confident that our proven ability to turn science into medicine, as well as our prudent financial management, keeps us well-positioned to deliver important advances for patients in need and deliver sustainable, long-term growth.

Sincerely,


 

 

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Leonard S. Schleifer, M.D., Ph.D.
Founder, President and Chief
Executive Officer

 

George D. Yancopoulos, M.D., Ph.D.
Founding Scientist, President and
Chief Scientific Officer

 

P. Roy Vagelos, M.D.
Chairman of the Board

   


*
Non-GAAP net income, non-GAAP net income per share, and free cash flow are not measures calculated in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"). See Appendix A for a definition of these measures and a reconciliation of each of these measures to the most directly comparable GAAP financial measure.

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    GRAPHIC
   

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


 

 

 

NOTICE OF
ANNUAL
MEETING OF
SHAREHOLDERS

 

The 2018 Annual Meeting of Shareholders of Regeneron Pharmaceuticals, Inc. (the "Company") will be held on Friday, June 8, 2018, commencing at 10:30 a.m., Eastern Time, at the Westchester Marriott Hotel, 670 White Plains Road, Tarrytown, New York, for the following purposes:

1

to elect three Class III directors for a term of three years;

2

to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2018; and

3

to act upon such other matters as may properly come before the meeting and any adjournment(s) or postponement(s) thereof.

The board of directors has fixed the close of business on April 12, 2018 as the record date for determining shareholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournment(s) or postponement(s) thereof.

Pursuant to the rules of the Securities and Exchange Commission, we have elected to use the "Notice and Access" method of providing our proxy materials over the Internet. Accordingly, we will mail, beginning on or about April 23, 2018, a Notice of Internet Availability of Proxy Materials to our shareholders of record and beneficial owners as of the record date (other than (i) those who previously elected to receive proxy materials by e-mail, (ii) those who have previously asked to receive paper copies of the proxy materials, and (iii) shareholders who participate and hold shares of common stock in the Regeneron Pharmaceuticals, Inc. 401(k) Savings Plan). As of the date of mailing of the Notice of Internet Availability of Proxy Materials, all shareholders and beneficial owners will have the ability to access all of the proxy materials on a website referenced in the Notice of Internet Availability of Proxy Materials.

The Notice of Internet Availability of Proxy Materials also contains a toll-free telephone number, an e-mail address, and a website where shareholders can request a paper or electronic copy of the proxy statement, our 2017 annual report, and/or a form of proxy relating to the Annual Meeting. These materials are available free of charge. The Notice also contains information on how to access and vote the form of proxy.

As Authorized by the Board of Directors,


 

 

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    Joseph J. LaRosa
Senior Vice President, General Counsel and Secretary

 

 

April 23, 2018

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TABLE OF
CONTENTS

     
     

Users' Guide

  1

Proxy Dashboard

  1

Proxy Highlights

  1

General Information about the Meeting

  2

Board of Directors

  7

Meet the Board

  7

Board Committees

  20

Board Governance

  22

Board Structure

  22

Board Meetings and Attendance of Directors

  22

Procedures Relating to Nominees; Board Succession Planning

  22

Board and Committee Self-Assessments

  23

Shareholder Rights to Remove Directors for Cause and to Call Special Shareholder Meeting

  23

Director Independence

  23

Board Leadership and Role in Risk Oversight

  24

Executive Compensation Processes and Procedures; Role of Compensation Consultants

  25

Compensation of Directors

  26
     
PROPOSAL NO. 1    
ELECTION OF DIRECTORS   30
     

The Company

  31

Executive Officers of the Company

  31

Corporate Governance

  33

Overview

  33

Code of Ethics

  33

Succession Planning and Talent Development Process

  33

Corporate Responsibility

  34

Section 16(a) Beneficial Ownership Reporting Compliance

  36

Certain Relationships and Related Transactions

  37

Review, Approval, or Ratification of Transactions with Related Persons

  37

Transactions with Related Persons

  37

Audit Matters

  40

Introduction

  40

Information about Fees Paid to Independent Registered Public Accounting Firm

  40

Audit Committee Report

  41
     
PROPOSAL NO. 2    
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   42
     

Shareholders

  43

Security Ownership of Certain Beneficial Owners and Management

  43

Shareholder Communications

  46

Compensation-Related Matters

 
47

Table of Contents

  47

Introduction

  48

Regeneron's General Approach to Compensation

  48

 

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TABLE OF
CONTENTS

     

   

Compensation Discussion and Analysis

  54

Our Compensation Philosophy and Objectives

  54

Driving Innovation and Balancing Dilution

  54

Compensation Program Simplicity

  55

At-Risk, Performance-Based Pay

  56

Year-over-Year Consistency

  56

Linking Compensation to Long-Term Performance

  56

Use of Independent Expertise and Comparative Data

  57

Measurable Results

  57

Components of Named Executive Officer Pay and Reasons for Using Them:

   

What We Pay and Why We Pay It

  58

Base Salary

  59

Annual Cash Incentive

  59

Annual Equity-Based Awards

  62

Perquisites and Personal Benefits

  63

Potential Severance Payments

  64

Our Compensation Processes

  65

Our Compensation Committee

  65

Management

  65

Shareholder Input and Outreach

  66

Independent Compensation Consultant

  68

Peer Data

  68

Risk Assessment

  70

Tax Implications

  70

Compensation Committee Report

  72

Compensation Committee Interlocks and Insider Participation

  72

Compensation Dashboard

  73

2017 Compensation Tables

  73

2017 Summary Compensation Table

  73

2017 Grants of Plan-Based Awards

  74

Outstanding Equity Awards at 2017 Fiscal Year-End

  75

2017 Option Exercises and Stock Vested

  76

Post-Employment Compensation

  76

Additional Compensation Information

  80

Annual Cash Incentive

  80

Perquisites and Personal Benefits

  81

Potential Severance Payments

  84

Pay Ratio

  85

Equity Compensation Information

  86
     
OTHER MATTERS   88

Appendix A: Note Regarding Forward-Looking Statements and Non-GAAP Financial Measures

 

90

Note Regarding Forward-Looking Statements and Non-GAAP Financial Measures: See Appendix A for important
information regarding forward-looking statements and financial measures not calculated in accordance
with U.S. Generally Accepted Accounting Principles contained in this proxy statement.

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PROXY DASHBOARD

GENERAL INFORMATION    

Meeting Date:

 

Time:

 

Location:

 

Record Date:
JUNE 8, 2018   10:30 A.M., ET   WESTCHESTER MARRIOTT HOTEL   APRIL 12, 2018
        670 White Plains Road,
Tarrytown, New York 10591
   
             
             
MEETING AGENDA

Proposal
 
Matter
  Board Vote
Recommendation
          
1   Election of three Class III directors for a term of three years   For each director nominee
          
          
2   Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2018   For
          

PROXY HIGHLIGHTS


WE SEEK YOUR INPUT ON OUR BOARD

The composition of our board of directors reflects our core principle of "science first": over half of our directors are members of the National Academy of Sciences, and our board members include two Nobel laureates and holders of many scientific awards. By having our board of directors heavily populated with top-science talent, we signal to our shareholders and employees our seriousness about the Company's core competencies and primary value driver. Our board also includes individuals with experience building shareholder value through all stages of corporate development, as well as governance, financial, and policy expertise. Five of our board's current 13 members are diverse by gender, race, or national origin.

Please refer to "Proposal No. 1: Election of Directors" for additional information.


WE SEEK RATIFICATION OF OUR AUDITORS

We pay close attention to the requirements applicable to us as a publicly traded company, including those relating to the audit of Regeneron's financial statements by our independent registered public accounting firm, PricewaterhouseCoopers LLP. In this proxy statement, we are asking you to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018.

Please refer to "Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm" for additional information.

 

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GENERAL INFORMATION ABOUT THE MEETING

         
         
ANNUAL
MEETING
INFORMATION
  When is the Annual Meeting?

June 8, 2018

 
______________________________________________________________________________________________________________


What time is the Annual Meeting?

10:30 a.m., ET

 
______________________________________________________________________________________________________________


Where is the Annual Meeting?

Westchester Marriott Hotel, 670 White Plains Road, Tarrytown, New York 10591

 
______________________________________________________________________________________________________________


What form of identification do I need to be admitted to the meeting?

If you attend the Annual Meeting in person, you will be asked to present valid, government-issued photo identification, such as a driver's license.

 
______________________________________________________________________________________________________________


Where can I find directions to the Annual Meeting?

Directions to this location are available on our website at http://newsroom.regeneron.com.

 
______________________________________________________________________________________________________________


Can I vote at the Annual Meeting?

Only shareholders of record at the close of business on the record date, April 12, 2018, are entitled to vote at the Annual Meeting. As of April 12, 2018, 105,949,824 shares of the Company's common stock, par value $0.001 per share ("common stock"), and 1,911,354 shares of Class A stock, par value $0.001 per share ("Class A stock"), were issued and outstanding. The common stock and the Class A stock vote together on all matters as a single class, with the common stock being entitled to one vote per share and the Class A stock being entitled to ten votes per share.

  Can I listen to the meeting live if I cannot attend in person?

The Annual Meeting will be webcast. Information about the webcast will be available on our website at http://newsroom.regeneron.com.

 
______________________________________________________________________________________________________________


What is on the agenda at the meeting?

1

Election of three Class III directors for a term of three years

2

Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2018

 
______________________________________________________________________________________________________________


Can I ask a question at the Annual Meeting?

In-person attendees of the Annual Meeting will be given an opportunity to ask questions during a designated question-and-answer period.

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VOTING
INFORMATION
  Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a paper copy of the proxy materials?

The "Notice and Access" rules of the United States Securities and Exchange Commission (the "SEC") permit us to furnish proxy materials, including this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on February 8, 2018 (the "2017 Annual Report"), to our shareholders by providing access to such documents on the Internet instead of mailing printed copies. Most shareholders received a Notice of Internet Availability of Proxy Materials (the "Notice") and will not receive printed copies of the proxy materials unless they request them. The Notice will be mailed beginning on or about April 23, 2018. The Notice includes instructions on how you may access and review all of our proxy materials via the Internet. The Notice also includes instructions on how you may vote your shares. If you would like to receive a paper or electronic copy of our proxy materials, you should follow the instructions in the Notice for requesting such materials. Any request to receive proxy materials by mail or e-mail will remain in effect until you revoke it.

 
______________________________________________________________________________________________________________


Can I vote my shares by filling out and returning the Notice?

No. The Notice identifies the items to be voted on at the Annual Meeting, but you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to vote by Internet, by requesting and returning a paper proxy card, or by submitting a ballot in person at the meeting.

 
______________________________________________________________________________________________________________


Why did I receive the Notice?

We sent you the Notice regarding this proxy statement because Regeneron's board of directors is asking (technically called soliciting) holders of common stock and Class A stock to provide proxies to be voted at our 2018 Annual Meeting of Shareholders or at any adjournment(s) or postponement(s) of the meeting.

  How are proxies voted?

If you vote by proxy in time for it to be voted at the Annual Meeting, one of the individuals named as your proxy will vote your shares as you have directed. If you submit a proxy, but no indication is given as to how to vote your shares as to a proposal, your shares will be voted in the manner recommended by the board of directors. The board of directors knows of no matter, other than those indicated above under "What is on the agenda at the meeting?", to be presented at the Annual Meeting. If any other matter properly comes before the Annual Meeting, the persons named and designated as proxies will vote your shares in their discretion.

 
______________________________________________________________________________________________________________


Why didn't I receive a notice in the mail about the Internet availability of the proxy materials?

Shareholders who previously elected to receive proxy materials by e-mail will not receive a notice in the mail about the Internet availability of the proxy materials. Instead, these shareholders should have received an e-mail with links to the proxy materials and the proxy voting website. In addition, shareholders who have previously asked to receive paper copies of the proxy materials and shareholders who participate and hold shares of common stock in the Regeneron Pharmaceuticals, Inc. 401(k) Savings Plan will receive paper copies of the proxy materials.

 
______________________________________________________________________________________________________________


What constitutes a quorum?

The presence at the Annual Meeting, in person or by proxy, of the holders as of the record date of shares of common stock and Class A stock having a majority of the voting power of all shares of common stock and Class A stock outstanding on the record date will constitute a quorum for the transaction of business at the Annual Meeting. Shares held as of the record date by holders who are present or represented by proxy at the Annual Meeting but who have abstained from voting or have not voted with respect to some or all of such shares on any proposal to be voted on at the Annual Meeting will be counted as present for purposes of establishing a quorum.

 

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How can I vote?

In person. If you are a shareholder of record, you may vote in person at the Annual Meeting. The Company will give you a ballot when you arrive. If you are a beneficial owner of shares held in the name of your bank, broker, or other nominee, or in "street name," to vote in person at the Annual Meeting you must obtain from your nominee and bring to the meeting a "legal proxy" authorizing you to vote such shares held as of the record date. We recommend you vote by proxy even if you plan to attend the meeting. So long as you meet the applicable requirements, you can always change your vote at the meeting. Instructions on voting by proxy are included below.

Via the Internet. You may vote by proxy via the Internet by visiting www.proxyvote.com. You will need the 12-digit control number included on the Notice or, if you received a paper copy of the proxy materials, the proxy card or voting instruction form you received. You may vote via the Internet through 11:59 p.m., Eastern Time, on June 7, 2018.

Via telephone. You may vote by proxy via telephone by calling the toll-free number found on the proxy card or the voting instruction form. You will need the 12-digit control number included on the proxy card or voting instruction form. You may vote via telephone through 11:59 p.m., Eastern Time, on June 7, 2018.

By mail. If you received printed copies of the proxy materials, you may vote by proxy by completing the proxy card or voting instruction form and returning it in the envelope provided.

 
_______________________________________________________________________________________________________________


If I am a Regeneron employee or former employee, how do I vote shares in the Company Stock Fund in my 401(k) account?

If you participate and hold shares of common stock in the Regeneron Pharmaceuticals, Inc. 401(k) Savings Plan, you may provide voting instructions to Fidelity Management Trust Company, the plan's trustee, (1) through the Internet at www.proxyvote.com by 11:59 p.m., Eastern Time, on June 5, 2018, (2) by calling 1-800-690-6903 by 11:59 p.m., Eastern Time, on June 5, 2018, or (3) by returning your completed proxy card by mail. The trustee will vote your shares in accordance with your instructions. If you do not provide timely voting instructions to the trustee, the trustee will vote your shares in the same proportion as the shares for which the trustee receives voting instructions from other participants in the plan.

  Can I change my vote or revoke my proxy?

Yes. You may change your vote or revoke your proxy at any time before the proxy is exercised by voting again electronically through the Internet or by telephone, by mailing a new proxy card or voting instruction form, or by attending the Annual Meeting and voting in person. If you are a record holder, you may also revoke your proxy by filing with the Secretary of the Company, at or before the taking of the vote at the Annual Meeting, a written notice of revocation bearing a later date than the proxy you previously submitted. Attendance at the Annual Meeting will not have the effect of revoking a proxy unless you are a record holder and give written notice of revocation to the Secretary of the Company before the proxy is exercised or you vote by written ballot at the Annual Meeting. If you hold your shares through a broker, bank, or other nominee in "street name," you will need to contact them or follow the instructions in the voting instruction form used by the firm that holds your shares to revoke your proxy. Only your latest dated proxy we receive at or prior to the Annual Meeting will be counted.

 
_______________________________________________________________________________________________________________


Who solicits proxies and bears the cost of solicitation?

Solicitation of proxies may be made by mail, in person, or by telephone by officers, directors, and other employees of the Company and by employees of the Company's transfer agent, American Stock Transfer & Trust Company, LLC ("AST"), and employees of Broadridge Financial Solutions, Inc. ("Broadridge"). We will reimburse AST, Broadridge, and our banks, brokers, and other custodians, nominees, and fiduciaries for their respective reasonable costs in the preparation and mailing of proxy materials to shareholders. In addition, we have engaged Innisfree M&A Incorporated to assist in the solicitation of proxies and provide related advice and informational support for a service fee of $25,000 and the reimbursement of customary disbursements and expenses. We will bear all costs of the solicitation of proxies.

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What are the board's recommendations?

The board of directors recommends that you vote:

GRAPHIC   election of each of the three nominated Class III directors (Proposal No. 1); and
     

GRAPHIC

 

ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2018 (Proposal No. 2).

What vote is required to approve each proposal?

The following table summarizes the voting requirements applicable to the proposals to be voted on at the Annual Meeting:

 
   
   
   
   
 Proposal   Vote Required   Effect of Abstentions1   Broker Discretionary Voting
Allowed?2
 
​  1   Election of Directors   Majority of the votes cast. In accordance with our director resignation policy, an incumbent director who fails to receive the required number of votes in an uncontested election will be required to tender his or her resignation to the Chairman of the board of directors for consideration by the Corporate Governance and Compliance Committee.   No effect
Not considered
votes cast on this
proposal



 
No
Brokers without voting
instructions will not be able
to vote on this proposal
 
 
​  2   Ratification of the
Appointment of
Pricewaterhouse
Coopers LLP



 
Majority of the votes cast   No effect
Not considered
votes cast on this
proposal



 
Yes
Brokers without voting
instructions will have
discretionary authority to vote
 

 

1

  As noted above, abstentions will be counted as present for purposes of establishing a quorum at the Annual Meeting.

2

  Only relevant if you are the beneficial owner of shares held in "street name." If you are a shareholder of record and you do not cast your vote, no votes will be cast on your behalf on any of the items of business at the Annual Meeting.

If any other matter is properly brought before the Annual Meeting, such matter also will be determined by the affirmative vote of a majority of the votes cast at the Annual Meeting.

Please note that cameras, other photographic equipment, or audio or video recording
devices will not be permitted at the Annual Meeting.


 

 

 

 

 

INFORMATION
 

If you would like to learn more about Regeneron, please visit our website at www.regeneron.com. The topics discussed on our website include:

ABOUT

REGENERON

 

Working at Regeneron

Our Science Research Mentorship Program

The Regeneron Science Talent Search

STEM Teaching Fellowship

Our Graduate Internship Program

 

Our Post-doctoral Training Program

Regeneron employee volunteer programs

Our patient support programs

Our greenhouse gas emissions reduction efforts

Our waste recycling, waste management, and energy conservation initiatives

 

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  MEET THE BOARD    
         

As the first substantive order of business at the 2018 Annual Meeting, you have an opportunity to vote on three members of our board of directors. This is the right starting point not only because the board oversees Regeneron, but because understanding the Regeneron board leads to a better understanding of the Company and its business model.

As our President and CEO has observed, "Our dream when we started Regeneron was to build a company where the scientists would be the heroes." The composition of Regeneron's board reflects this founding principle: over half of our directors are members of the National Academy of Sciences, and our board members include 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 bring substantial governance experience gained from service on other boards and others bring financial, policy, and management expertise. Five of our board's current 13 members are diverse by gender, race, or national origin.

The table below summarizes key qualifications, skills, or attributes most relevant to the decision to nominate the director to serve on the board of directors for each of our director nominees and directors (12 in total) expected to continue to serve immediately following the Annual Meeting. A mark indicates a specific area of focus or expertise on which the board of directors relies most. The lack of a mark does not mean the director does not possess that qualification or skill. Each director biography below describes these qualifications and relevant experience in more detail. We believe the table below demonstrates the breadth and diversity of the collective experience, expertise, and skills of our board of directors.

Experience,
Expertise, or Attribute
  Bonnie
L. Bassler,
Ph.D.
  Michael
S. Brown,
M.D.
  N.
Anthony
Coles, M.D.
  Joseph L.
Goldstein,
M.D.
  Christine
A. Poon
  Arthur
F. Ryan
  Leonard S.
Schleifer,
M.D., Ph.D.
  George
L. Sing
  Marc
Tessier-
Lavigne, Ph.D.
  P. Roy
Vagelos,
M.D.
  George D.
Yancopoulos,
M.D., Ph.D.
  Huda Y.
Zoghbi,
M.D.
Industry
Experience

 
·   ·   ·   ·   ·   ·   ·   ·   ·   ·   ·  
Executive/Leadership
Experience

 
·   ·   ·   ·   ·   ·   ·   ·   ·   ·   ·   ·
Science/Biotech
Background

 
·   ·   ·   ·   ·     ·   ·   ·   ·   ·   ·
Research/Academic
Experience

 
·   ·   ·   ·   ·     ·     ·   ·   ·   ·
Business Strategy/
Operations Experience

 
    ·     ·   ·   ·   ·   ·   ·   ·  
Financial
Expertise

 
    ·     ·   ·   ·   ·     ·    
Public Company
CEO Experience

 
    ·       ·   ·       ·    
National Academy
of Sciences Membership

 
·   ·     ·           ·   ·   ·   ·

 

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NOMINEES FOR CLASS III DIRECTORS
FOR ELECTION AT THE 2018 ANNUAL MEETING FOR A TERM EXPIRING AT THE 2021 ANNUAL MEETING1

     


GRAPHIC

ARTHUR F. RYAN

Director since: 2003

Age: 75

Independent


OTHER PUBLIC BOARDS (RECENT SERVICE)


 

In 2008, Mr. Ryan retired as the Chairman of the Board of Prudential Financial, Inc., one of the largest diversified financial institutions in the world. He served as Chief Executive Officer of Prudential until December 2007. Prior to joining Prudential in December 1994, Mr. Ryan served as President and Chief Operating Officer of Chase Manhattan Bank since 1990. Mr. Ryan managed Chase's worldwide retail bank between 1984 and 1990. From 2008 to 2013, Mr. Ryan served as a non-executive director of the Royal Bank of Scotland Group plc. Since April 2009, Mr. Ryan has served as a director of Citizens Financial Group, Inc., a retail bank holding company that became publicly traded in September 2014, and currently serves as its lead director, chair of the Compensation and Human Resources Committee, and a member of the Nominating and Corporate Governance Committee.

Mr. Ryan's substantial leadership experience as a chief executive officer of leading companies in the banking and insurance industries, and his extensive business experience and financial expertise, led to the board's decision to nominate Mr. Ryan for reelection to the board.

Citizens Financial Group, Inc.

Board and Committee Membership

  2017 Attendance

Royal Bank of Scotland Group plc

Board of Directors

6/6

  (until 2013)

Audit Committee

10/10
 

Corporate Governance and Compliance Committee (Chairman)

6/6
       
    For Against/Withheld
 

Prior Voting Results (2015)

96.7% 3.3%
       
 

Regeneron Securities Beneficially Owned as of April 12, 2018

 
 

Common Stock

31,000
 

Options

33,090



 

 

 

1

 

Biographical information is given, as of April 12, 2018, for each nominee for Class III Director and for each of the other directors whose term of office will continue after the 2018 Annual Meeting. All the 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.

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GRAPHIC

GEORGE L. SING
 


 

Since 1998, Mr. Sing has been a Managing Director of Lancet Capital, a venture capital investment firm in the healthcare field. From January 2004 to April 2015, Mr. Sing served as Chief Executive Officer of Stemnion, Inc. (currently known as Noveome Biotherapeutics, Inc.), a biomedical company in the regenerative medicine field.

Mr. Sing's extensive healthcare and financial expertise as a healthcare venture capital investor and biomedical company chief executive officer, his executive leadership experience, and his substantial knowledge of the Company led to the board's decision to nominate Mr. Sing for reelection to the board.

Director since: 1988

Board and Committee Membership

  2017 Attendance
Age: 68

Board of Directors

6/6
Independent

Audit Committee (Chairman)

10/10
 

Compensation Committee

12/12
       
    For Against/Withheld
 

Prior Voting Results (2015)

90.3% 9.7%
       
 

Regeneron Securities Beneficially Owned as of April 12, 2018

 
 

Common Stock

152,272
 

Options

92,340

 

9

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GRAPHIC

MARC TESSIER-LAVIGNE, Ph.D.

Director since: 2011

Age: 58

Independent


SCIENTIFIC SOCIETY MEMBERSHIPS

The National Academy of Sciences

 

Dr. Tessier-Lavigne has been the President of Stanford University since September 2016. Before assuming his role at Stanford, he served as the President of The Rockefeller University and a Carson Family Professor and head of the Laboratory of Brain Development at The Rockefeller University from March 2011. Previously, he served as Executive Vice President and Chief Scientific Officer at Genentech, Inc., which he joined in 2003. He was a professor at Stanford University from 2001 to 2003 and at the University of California, San Francisco from 1991 to 2001. Dr. Tessier-Lavigne is a member of the National Academy of Sciences, the National Academy of Medicine, and a fellow of the Royal Societies of London and Canada. Dr. Tessier-Lavigne is a member of the Board of Directors of Denali Therapeutics Inc., and previously served on the board of directors of Pfizer Inc., Agios Pharmaceuticals, Inc., and Juno Therapeutics, Inc.

Dr. Tessier-Lavigne's distinguished scientific and academic background, and his significant industry experience, including experience in senior scientific leadership roles at a leading biopharmaceutical company, led to the board's decision to nominate Dr. Tessier-Lavigne for reelection to the board.

The National Academy of Medicine

Board and Committee Membership

  2017 Attendance

The Royal Society of London

Board of Directors

4/6

The Royal Society of Canada

Technology Committee

2/2
       

OTHER PUBLIC BOARDS (RECENT SERVICE)
  For Against/Withheld

Denali Therapeutics Inc.

Prior Voting Results (2015)

87.5% 12.5%

Agios Pharmaceuticals, Inc. (until 2016)

Regeneron Securities Beneficially Owned as of April 12, 2018

 

Juno Therapeutics, Inc. (until 2016)

Common Stock

1,187

Pfizer Inc. (until 2015)

Options

61,619

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CLASS I DIRECTORS CONTINUING IN OFFICE
TERM EXPIRES AT THE 2019 ANNUAL MEETING

     

GRAPHIC

BONNIE L. BASSLER, Ph.D.

Director since: 2016

Age: 55

Independent


SCIENTIFIC SOCIETY MEMBERSHIPS

The National Academy of Sciences

The American Academy of Arts and Sciences

 

Dr. Bassler is currently the Chair of the Department of Molecular Biology and the Squibb Professor in Molecular Biology at Princeton University, and a Howard Hughes Medical Institute Investigator. Dr. Bassler has previously served as the President of the American Society for Microbiology, as well as on the boards for the American Association for the Advancement of Science, the National Science Foundation, and the American Academy of Microbiology. She has been elected to the National Academy of Sciences, the American Academy of Arts and Sciences, the Royal Society of London, and the American Philosophical Society, and has received many scientific honors, including a MacArthur Foundation Fellowship, the Lounsbery Award, and the Shaw Prize for Life Science and Medicine. Dr. Bassler received her B.Sc. from the University of California, Davis, and her Ph.D. in Biochemistry from Johns Hopkins University. She served as a Postdoctoral Fellow and Research Scientist at the Agouron Institute in La Jolla, California, before becoming a faculty member at Princeton University. Dr. Bassler served as a director of Sanofi from November 2014 to July 2016.

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.

The Royal Society of London

Board and Committee Membership

  2017 Attendance

The American Philosophical Society

Board of Directors

5/6

OTHER PUBLIC BOARDS (RECENT SERVICE)

Corporate Governance and Compliance Committee

5/6

Sanofi (until 2016)

Technology Committee

2/2

       
    For Against/Withheld
 

Prior Voting Results (2017)

99.6% 0.4%
       
 

Regeneron Securities Beneficially Owned as of April 12, 2018

 
 

Common Stock

0
 

Options

5,931

 

11

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GRAPHIC

MICHAEL S. BROWN, M.D.

Director since: 1991

Age: 76

Independent


 

Dr. Brown holds the Distinguished Chair in Biomedical Sciences, a position he has held since 1989, and is a Regental Professor of Molecular Genetics and Internal Medicine, and the Director of the Jonsson Center for Molecular Genetics, at The University of Texas Southwestern Medical Center at Dallas, positions he has held since 1985. Drs. Brown and Goldstein jointly received the Nobel Prize for Physiology or Medicine in 1985 and the U.S. National Medal of Science in 1988. Dr. Brown is a member of the National Academy of Sciences, the National Academy of Medicine, and Foreign Member of the Royal Society of London. Dr. Brown retired as a member of the board of directors of Pfizer Inc. in 2012.

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 of a leading pharmaceutical company, led the board to conclude that Dr. Brown should serve as a director.


SCIENTIFIC SOCIETY MEMBERSHIPS

Board and Committee Membership

  2017 Attendance

The National Academy of Sciences

Board of Directors

5/6

The National Academy of Medicine

Corporate Governance and Compliance Committee

5/6

The Royal Society of London

Technology Committee (Chairman)

2/2
       
    For Against/Withheld
 

Prior Voting Results (2016)


90.8% 9.2%
       
 

Regeneron Securities Beneficially Owned as of April 12, 2018

 
 

Common Stock

21,849
 

Options

33,840

12


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GRAPHIC

LEONARD S. SCHLEIFER, M.D., Ph.D.

Director since: 1988

Age: 65


 

Dr. Schleifer founded the Company in 1988, has been a Director and its President and Chief Executive Officer since its inception, and served as Chairman of the Board from 1990 through 1994. Dr. Schleifer, together with Regeneron's founding scientist, Dr. Yancopoulos, built and has managed the Company over the past 30 years. Dr. Schleifer is a licensed physician and is certified in Neurology by the American Board of Psychiatry and Neurology. With 30 years of experience as Chief Executive Officer of the Company, Dr. Schleifer brings to the board an incomparable knowledge of the Company, significant leadership experience, and an in-depth understanding of the complex research, drug development, and business issues facing companies in the biopharmaceutical industry.

Dr. Schleifer's significant industry and leadership experience, as well as his extensive knowledge of the Company, led the board to conclude that Dr. Schleifer should serve as a director.

 

Board and Committee Membership

  2017 Attendance
 

Board of Directors

6/6
 

Technology Committee

2/2
       
    For Against/Withheld
 

Prior Voting Results (2016)


99.4% 0.6%
       
 

Regeneron Securities Beneficially Owned as of April 12, 2018

 
 

Class A Stock

1,726,565
 

Common Stock

277,347
 

Options

2,133,282

 

13

Table of Contents


 

     

GRAPHIC

GEORGE D. YANCOPOULOS, M.D., Ph.D.

Director since: 2001

Age: 58


SCIENTIFIC SOCIETY MEMBERSHIPS

The National Academy of Sciences

 

Dr. Yancopoulos joined Dr. Schleifer in 1989 as founding scientist of the Company, and together they built and have managed the Company since then. Dr. Yancopoulos is currently President and Chief Scientific Officer, and has served on the board since 2001.

He received his M.D. and Ph.D. from Columbia University. Dr. Yancopoulos was the 11th most highly cited scientist in the world in the 1990s, and in 2004 he was elected to be a member of the National Academy of Sciences. Dr. Yancopoulos, together with key members of his team, is a principal inventor and/or developer of the six FDA-approved drugs the Company has developed, EYLEA® (aflibercept) Injection, PRALUENT® (alirocumab) Injection, DUPIXENT® (dupilumab) Injection, KEVZARA® (sarilumab) 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®. As one of the few members of the National Academy of Sciences from industry and as an author of a substantial number of scientific publications, Dr. Yancopoulos has a distinguished record of scientific expertise. Dr. Yancopoulos also brings to the board his experience in building and managing the Company, his in-depth knowledge of the Company's technologies and research and development programs, and his proven track-record for envisioning successful long-term strategic directions and opportunities.

Dr. Yancopoulos's significant industry and scientific experience, as well as his extensive knowledge of the Company, led the board to conclude that Dr. Yancopoulos should serve as a director.

 

Board and Committee Membership

  2017 Attendance
 

Board of Directors

6/6
 

Technology Committee

2/2
       
    For Against/Withheld
 

Prior Voting Results (2016)


98.9% 1.1%
       
 

Regeneron Securities Beneficially Owned as of April 12, 2018

 
 

Class A Stock

42,750
 

Common Stock

993,395
 

Options

1,816,080

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CLASS II DIRECTORS CONTINUING IN OFFICE
TERM EXPIRES AT THE 2020 ANNUAL MEETING

     

GRAPHIC

N. ANTHONY COLES, M.D.

Director since: 2017

Age: 57

Independent


OTHER PUBLIC BOARDS (RECENT SERVICE)

McKesson Corporation

CRISPR Therapeutics AG (until 2017)

Onyx Pharmaceuticals, Inc. (until 2013)

 

Dr. Coles has served as Chairman and Chief Executive Officer of Yumanity Therapeutics, LLC, a company focused on transforming drug discovery for neurodegenerative diseases, since October 2014. Prior to this, from October 2013, Dr. Coles served as Chairman and CEO of TRATE Enterprises LLC, a privately held company. Dr. Coles served as President, Chief Executive Officer and Chairman of the Board of Onyx Pharmaceuticals, Inc., a biopharmaceutical company, from 2012 until 2013, having served as its President, Chief Executive Officer, and a member of its board of directors from 2008 until 2012. Prior to joining Onyx in 2008, he was President, Chief Executive Officer, and a member of the board of directors of NPS Pharmaceuticals, Inc., a biopharmaceutical company. Before joining NPS in 2005, he served in various leadership positions in the biopharmaceutical and pharmaceutical industries, including at Merck & Co., Inc., Bristol-Myers Squibb Company, and Vertex Pharmaceuticals Incorporated. In addition to having previously served as a director of Onyx and NPS, he was formerly a director of Laboratory Corporation of America Holdings, Campus Crest Communities,  Inc., and CRISPR Therapeutics AG.

Dr. Coles has been a director of McKesson Corporation since April 2014 and serves on the Compensation Committee and the Finance Committee of its board of directors.

The experience of Dr. Coles 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 the board to conclude that Dr. Coles should serve as a director.

 

Board and Committee Membership

  2017 Attendance2
 

Board of Directors

6/6
 

Audit Committee

9/9
       
    For Against/Withheld
 

Prior Voting Results (2017)


99.7% 0.3%
       
 

Regeneron Common Stock Beneficially Owned as of April 12, 2018

 
 

Common Stock

0
 

Options

4,350



 

 

 

2

 

Dr. Coles was elected as a member of the board and the Audit Committee effective January 27, 2017.

 

15

Table of Contents


 

     


GRAPHIC

JOSEPH L. GOLDSTEIN, M.D.

Director since: 1991

Age: 77

Independent


 

Dr. Goldstein has been a Professor of Molecular Genetics and Internal Medicine and the Chairman of the Department of Molecular Genetics at The University of Texas Southwestern Medical Center at Dallas since 1977. Dr. Goldstein is a member of the National Academy of Sciences, the National Academy of Medicine, and the Royal Society of London. He also serves on the Boards of Trustees of The Rockefeller University and the Howard Hughes Medical Institute. Drs. Goldstein and Brown jointly received the Nobel Prize for Physiology or Medicine in 1985 and the U.S. National Medal of Science in 1988.

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 since 1991, led the board to conclude that Dr. Goldstein should serve as a director.


SCIENTIFIC SOCIETY MEMBERSHIPS

Board and Committee Membership

  2017 Attendance

The National Academy of Sciences

Board of Directors

6/6

The National Academy of Medicine

Compensation Committee

12/12

The Royal Society of London

Technology Committee

2/2
       
    For Against/Withheld
 

Prior Voting Results (2017)


84.6% 15.4%
       
 

Regeneron Securities Beneficially Owned as of April 12, 2018

 
 

Common Stock

12,000
 

Options

37,090

16


Table of Contents


 

     


GRAPHIC

CHRISTINE A. POON

Director since: 2010

Age: 65

Independent


OTHER PUBLIC BOARDS (RECENT SERVICE)


 

Ms. Poon is an Executive-in-Residence in the Department of Management and Human Resources at The Max M. Fisher College of Business at The Ohio State University, where she served as Dean and the John W. Berry, Sr. Chair in Business from 2009 to 2014. Prior to joining Fisher, Ms. Poon spent eight years at Johnson & Johnson, most recently as vice chairman and worldwide chairman of pharmaceuticals. At Johnson & Johnson, she served on the company's board of directors and executive committee and was responsible for managing the pharmaceutical businesses of the company. Prior to joining Johnson & Johnson, Ms. Poon spent 15 years at Bristol-Myers Squibb Company, a global pharmaceutical company, where she held senior leadership positions including president of international medicines and president of medical devices. Ms. Poon serves on the boards of directors of Prudential Financial, Inc. and The Sherwin-Williams Company and the Supervisory Board of Royal Philips Electronics.

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.

Prudential Financial, Inc.

Board and Committee Membership

  2017 Attendance

The Sherwin-Williams Company

Board of Directors

6/6

Royal Philips Electronics

Compensation Committee (Chairperson)

12/12
 

Corporate Governance and Compliance Committee

6/6
       
    For Against/Withheld
 

Prior Voting Results (2017)


84.0% 16.0%
       
 

Regeneron Securities Beneficially Owned as of April 12, 2018

 
 

Common Stock

790
 

Options

101,870

 

17

Table of Contents


 

     


GRAPHIC

P. ROY VAGELOS, M.D.

Director since: 1995

Age: 88


SCIENTIFIC SOCIETY MEMBERSHIPS


 

Prior to joining Regeneron, Dr. Vagelos was Chairman of the Board and Chief Executive Officer of Merck & Co., Inc., a global pharmaceutical company. He joined Merck in 1975, became a director in 1984, President and Chief Executive Officer in 1985, and Chairman in 1986. Dr. Vagelos retired from all positions with Merck in 1994. Dr. Vagelos served on the board of directors of Theravance, Inc. through April 2010. Dr. Vagelos is a member of the National Academy of Sciences, the National Academy of Medicine, and the American Philosophical Society. During his tenure as Chairman of Regeneron and previously as Chairman and Chief Executive Officer of Merck, Dr. Vagelos developed an extensive understanding of the complex business, operational, scientific, regulatory, and commercial issues facing the pharmaceutical industry.

Dr. Vagelos's tenure and experience with the Company and Merck, his extensive knowledge of the pharmaceutical industry, his substantial leadership experience, and his significant understanding of the Company led the board to conclude that Dr. Vagelos should serve as a director.


 

 

 

The National Academy of Sciences

Board and Committee Membership

  2017 Attendance

The National Academy of Medicine

Board of Directors

5/6

The American Philosophical Society

Technology Committee

2/2
       
    For Against/Withheld
 

Prior Voting Results (2017)

99.5% 0.5%
       
 

Regeneron Securities Beneficially Owned as of April 12, 2018

 
 

Common Stock

960,640
 

Options

1,601,266

18


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GRAPHIC

HUDA Y. ZOGHBI, M.D.

Director since: 2016

Age: 63

Independent


SCIENTIFIC SOCIETY MEMBERSHIPS

The National Academy of Sciences

The Institute of Medicine

 

Dr. Zoghbi is currently a professor in the departments of Pediatrics, Molecular and Human Genetics, and Neurology and Neuroscience at Baylor College of Medicine, the director of the Jan and Dan Duncan Neurological Research Institute at Texas Children's Hospital, and an investigator of the Howard Hughes Medical Institute. She has been elected to the National Academy of Sciences, the Institute of Medicine, and the American Association for the Advancement of Science, and has been awarded numerous recognitions for her work, including the Pearl Meister Greengard Prize, the March of Dimes Prize in Developmental Biology, and the Vanderbilt Prize in Biomedical Science.

Dr. Zoghbi earned her B.Sc. from the American University of Beirut, received her M.D. from Meharry Medical College in Nashville, Tennessee, and completed her pediatrics residency and a joint residency in neurology and pediatric neurology at Baylor College of Medicine, where she then pursued postdoctoral research training in molecular genetics.

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.

The American Association for the

Board and Committee Membership

  2017 Attendance
    Advancement of Science

Board of Directors

6/6
 

Corporate Governance and Compliance Committee

6/6
 

Technology Committee

2/2
       
    For Against/Withheld
 

Prior Voting Results (2017)

97.7% 2.3%
       
 

Regeneron Securities Beneficially Owned as of April 12, 2018

 
 

Common Stock

0
 

Options

5,931

 

19

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BOARD COMMITTEES


 


 

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

We show below information on the membership, key functions, and number of meetings of each board committee during 2017.

  AUDIT COMMITTEE

Members

George L. Sing, Chairman

Charles A. Baker

N. Anthony Coles, M.D.

(since January 27, 2017)

Arthur F. Ryan

Number of Meetings Held in 2017

10


















Key Functions

Select the independent registered public accounting firm, review and approve its engagement letter, and monitor its independence and performance.

Review the overall scope and plans for the annual audit by the independent registered public accounting firm.

Approve performance of non-audit services by the independent registered public accounting firm and evaluate the performance and independence of the independent registered public accounting firm.

Review and approve the Company's periodic financial statements and the results of the year-end audit.

Review and discuss the adequacy and effectiveness of the Company's accounting and internal control policies and procedures.

Evaluate the internal audit process for establishing the annual audit plan; review and approve the appointment and replacement of the Company's Chief Audit Executive, if applicable, and any outside entities providing internal audit services and evaluate their performance on an annual basis.

Review the independent registered public accounting firm's recommendations concerning the Company's financial practices and procedures.

Oversee the Company's risk management program.

Discuss with management the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures.

Establish procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters and for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

Review and approve any related person transaction.

Prepare an annual report of the Audit Committee for inclusion in the Company's proxy statement.

 

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  COMPENSATION COMMITTEE

Members

Christine A. Poon, Chairperson

Charles A. Baker

Joseph L. Goldstein, M.D.

George L. Sing

Number of Meetings Held in 2017

12
















Key Functions

Evaluate the performance of the Chief Executive Officer and other executive officers of the Company.

Approve the total compensation budget for all Company employees.

Oversee the Company's compensation and benefit philosophy and programs generally.

Review and approve annually the corporate goals and objectives applicable to the compensation of the Chief Executive Officer and the goals and objectives of the Company's executive compensation programs.

Review and approve the Compensation Discussion and Analysis to be included in the Company's proxy statement.

Prepare an annual report of the Compensation Committee for inclusion in the Company's proxy statement.

 

  CORPORATE GOVERNANCE

AND COMPLIANCE
COMMITTEE

Members

Arthur F. Ryan, Chairman

Bonnie L. Bassler, Ph.D.

Michael S. Brown, M.D.

Christine A. Poon

Huda Y. Zoghbi, M.D.

Number of Meetings Held in 2017

6




















Key Functions

Identify qualified individuals to become members of the board and recommend such candidates to the board.

Assess the functioning of the board and its committees and make recommendations to the board concerning the appropriate size, function, and needs of the board.

Make recommendations to the board regarding non-employee director compensation.

Make recommendations to the board regarding corporate governance matters and practices.

Oversee all aspects of the Company's comprehensive compliance program other than financial compliance.

  TECHNOLOGY COMMITTEE

Members

Michael S. Brown, M.D., Chairman

Bonnie L. Bassler, Ph.D.

Joseph L. Goldstein, M.D.

Marc Tessier-Lavigne, Ph.D.

P. Roy Vagelos, M.D.

Leonard S. Schleifer, M.D., Ph.D.1

George D. Yancopoulos, M.D., Ph.D.1

Huda Y. Zoghbi, M.D.

Number of Meetings Held in 2017

2
























Key Functions

Review and evaluate the Company's research and clinical development programs, plans, and policies.


 
 
 

1

  Ex Officio Member.

 

21


 


 


 


 


 

 

 


 


 


BOARD GOVERNANCE


 


 
     
     
BOARD
STRUCTURE
  Pursuant to the Company's Certificate of Incorporation, the board of directors is divided into three classes, denominated Class I, Class II, and Class III, with members of each class holding office for staggered three-year terms. There are currently four members in each of Class I and Class III (before giving effect to the retirement of Charles A. Baker, as discussed below) and five members in Class II. The respective terms of the directors expire (in all cases, subject to the election and qualification of their successors and to their earlier death, resignation, or removal) as follows:

The terms of the Class III Directors expire at the 2018 Annual Meeting;

The terms of the Class I Directors expire at the 2019 Annual Meeting; and

The terms of the Class II Directors expire at the 2020 Annual Meeting.

As previously reported, on January 15, 2018, Charles A. Baker notified the Company of his intention not to stand for re-election as a member of the board of directors when his current term expires and to retire from his position as a member of the board of directors effective as of the conclusion of the 2018 Annual Meeting.

     
     
BOARD MEETINGS
AND ATTENDANCE
OF DIRECTORS
  The board held six regular meetings in 2017. All directors attended at least 75% of the total number of meetings of the board and committees of the board on which they served. According to the Regeneron Board of Directors Corporate Governance Guidelines, board members are expected to attend the Company's Annual Meeting of Shareholders. All of the directors then in office (other than Dr. Vagelos, who was not able to attend due to a medical emergency involving a family member) attended our 2017 Annual Meeting of Shareholders.
     
     
PROCEDURES
RELATING TO
NOMINEES;
BOARD
SUCCESSION
PLANNING
  The Corporate Governance and Compliance Committee will consider a nominee for election to the board of directors recommended by a shareholder of record if the shareholder submits the recommendation in compliance with the requirements of our Guidelines Regarding Director Nominations, which are available on our website at www.regeneron.com under the "Corporate Governance" heading on the "Investors & Media" page.

In considering potential candidates for the board of directors, the Corporate Governance and Compliance Committee considers factors such as whether or not a potential candidate: (1) possesses relevant expertise; (2) brings skills and experience complementary to those of the other members of the board; (3) has sufficient time to devote to the affairs of the Company; (4) has demonstrated excellence in his or her field; (5) has the ability to exercise sound business judgment; (6) has the commitment to rigorously represent the long-term interests of the Company's shareholders; (7) possesses a diverse background and experience, including with respect to race, age, and gender; and (8) such other factors as the Corporate Governance and Compliance Committee may determine from time to time.

Candidates for director are reviewed in the context of the current composition of the board of directors, the operating requirements of the Company, and the long-term interests of shareholders. In conducting the assessment, the Committee considers the individual's independence, experience, skills, background, and diversity, including with respect to race, age, and gender, along with such other factors as it deems appropriate, given the current needs of the board and the Company to maintain a balance of knowledge, experience, and capabilities. When recommending a slate of director nominees each year, the Corporate Governance and Compliance Committee reviews the

22


 

    current composition of the board of directors in order to recommend a slate of directors who, with the continuing directors, will provide the board with the requisite diversity of skills, expertise, experience, and viewpoints necessary to effectively fulfill its duties and responsibilities.

In the case of an incumbent director whose term of office is set to expire, the Corporate Governance and Compliance Committee reviews such director's overall service to the Company during the director's term and also considers the director's interest in continuing as a member of the board. In the case of a new director candidate, the Corporate Governance and Compliance Committee also reviews whether the nominee is "independent," based on our Corporate Governance Guidelines, applicable listing standards of the NASDAQ Stock Market LLC, and applicable SEC and other relevant rules and regulations, if necessary.

The Corporate Governance and Compliance Committee may employ a variety of methods for identifying and evaluating nominees for the board of directors. The Corporate Governance and Compliance Committee may consider candidates recommended by other directors, management, search firms, shareholders, or other sources. When conducting searches for new directors, the Corporate Governance and Compliance Committee will take reasonable steps to include diverse candidates in the pool of nominees and any search firm will affirmatively be instructed to seek to include diverse candidates. Candidates recommended by shareholders will be evaluated on the same basis as candidates recommended by our directors or management or by third party search firms or other sources. Candidates may be evaluated at regular or special meetings of the Corporate Governance and Compliance Committee.

The Corporate Governance and Compliance Committee seeks to ensure that our board of directors as a whole possesses the mix of skills and experiences to provide effective oversight and guidance to management to execute on the Company's long-term strategy. The Committee also considers succession planning for board and committee chairs for purposes of continuity and to maintain relevant expertise and depth of experience.

     
     
BOARD AND
COMMITTEE SELF-
ASSESSMENTS
  On an annual basis, the board of directors, the Audit Committee, the Compensation Committee, and the Corporate Governance and Compliance Committee conduct self-assessments to ensure effective performance and to identify opportunities for improvement. As part of the self-assessment process, directors consider various topics related to board and committee composition, structure, effectiveness, and responsibilities, as well as satisfaction with the schedule, materials, and discussion topics.
     
     
SHAREHOLDER
RIGHTS TO REMOVE
DIRECTORS FOR
CAUSE AND TO
CALL SPECIAL
SHAREHOLDER
MEETING
  Regeneron's charter documents give shareholders the rights to (i) remove directors for cause by an affirmative vote of at least 80% of the outstanding shares of all classes of capital stock entitled to vote for directors; and (ii) call a special shareholder meeting upon the written request of at least 25% of the total number of votes entitled to be cast by shareholders.
     
     
DIRECTOR
INDEPENDENCE
  The board of directors has determined that each of the following currently serving directors is independent as defined in the listing standards of The NASDAQ Stock Market LLC and our Corporate Governance Guidelines: Charles A. Baker, Bonnie L. Bassler, Ph.D., Michael S. Brown, M.D., N. Anthony Coles, M.D., Joseph L. Goldstein, M.D., Christine A. Poon, Arthur F. Ryan, George L. Sing, Marc Tessier-Lavigne, Ph.D., and Huda Y. Zoghbi, M.D. These individuals are affiliated with numerous educational institutions, hospitals, charities, and corporations, as well as civic organizations and professional associations. The board of directors considered each of these relationships and

 

23



 

    determined that none of these relationships conflicted with the interests of the Company or would impair their independence or judgment. The board conducts executive sessions of independent directors following each regularly scheduled board meeting.

The board of directors has determined that each of the current members of the Audit Committee, Messrs. Baker, Ryan, and Sing and Dr. Coles, qualifies as an "audit committee financial expert" as that term is defined by SEC rules, and is independent as defined for audit committee members in the listing standards of The NASDAQ Stock Market LLC and SEC rules.

In addition, the board of directors has determined that each of the current members of the Compensation Committee, Ms. Poon, Messrs. Baker and Sing, and Dr. Goldstein, meets the additional independence criteria applicable to compensation committee members under the listing standards of The NASDAQ Stock Market LLC and qualifies as a "Non-Employee Director" pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and as an "outside director" within the meaning of Section 162(m) of the Internal Revenue Code.

     
     
BOARD
LEADERSHIP
AND ROLE IN
RISK OVERSIGHT
  The board of directors recognizes that one of its key responsibilities is to establish and evaluate an appropriate leadership structure for the board so as to provide effective oversight of management. Since 1995, the board has separated the roles of the Chief Executive Officer and the Chairman of the Board, with Dr. Vagelos serving as Chairman and Dr. Schleifer serving as President and Chief Executive Officer. Dr. Vagelos's extensive leadership experience, his business acumen, and his deep understanding of the healthcare industry have made him an invaluable resource to both the board and Dr. Schleifer. The board has determined that this leadership structure is appropriate for the Company at this time.

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

The Audit Committee oversees the Company's risk management program. The risk management program focuses on the most significant risks the Company faces. The Company's Chief Audit Executive, who reports independently to the Committee, facilitates the risk management program. Audit Committee meetings include discussions of specific risk areas throughout the year, including, among others, those relating to cybersecurity, and reports from the Chief Audit Executive on the Company's enterprise risk profile on an annual basis.

The Compensation, Corporate Governance and Compliance, and Technology Committees oversee risks associated with their respective areas of responsibility. As part of its overall review of the Company's compensation policies and practices, the Compensation Committee generally considers the risks associated with these policies and practices. The Corporate Governance and Compliance Committee oversees all aspects of the Company's comprehensive compliance program other than financial compliance and considers legal and regulatory compliance risks. The Technology Committee considers risks associated with our research and development programs.

The board is kept abreast of its Committees' risk oversight and other activities via reports of the Committee chairmen to the full board at regular board meetings. The board considers specific risk topics, including risks associated with our strategic plan, our finances, and our development activities. In addition, the board receives detailed regular reports from members of our senior management that include discussions of the risks and exposures involved in their respective areas of responsibility. Further, the board is routinely informed by the appropriate members of senior management of developments internal and external to the Company that could affect our risk profile.

24


 

     
     
EXECUTIVE
COMPENSATION
PROCESSES AND
PROCEDURES;
ROLE OF
COMPENSATION
CONSULTANTS
  The Compensation Committee is responsible for overseeing the Company's general compensation objectives and programs. We describe below under "Compensation-Related Matters—Compensation Discussion and Analysis—Our Compensation Processes" the role of the Compensation Committee, as well as the role of our executive officers, in decisions regarding executive compensation (particularly with respect to our Named Executive Officers).

As discussed in greater detail under "Compensation-Related Matters—Compensation Discussion and Analysis—Our Compensation Processes—Independent Compensation Consultant," the Compensation Committee has the sole authority to retain its own third-party compensation consultants, and in 2017 utilized the services of Frederic W. Cook & Co., Inc. ("Frederic W. Cook & Co."), a compensation consultant. Advice and recommendations provided by Frederic W. Cook & Co. may relate to both executive compensation (discussed in the section "Compensation-Related Matters" below) and director compensation matters (discussed in the subsection "Compensation of Directors" below). In addition, management retains another compensation consultant for its own use. In 2017, management used the services of Radford, a compensation consultant focused on the technology and life sciences sectors. Radford provided various consulting services to us, including analyzing the competitiveness of specific compensation programs; preparing surveys of competitive pay practices (including the Market Composite Data discussed in "Compensation-Related Matters—Compensation Discussion and Analysis" below); 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.

 

25


 


 


 


 


 

 

 


 


 


COMPENSATION OF DIRECTORS


 


 
     
     
OVERVIEW   The general philosophy we have applied to compensation of our non-employee directors and the Chairman of the Board is similar to the executive compensation philosophy outlined in "Compensation-Related Matters—Introduction" and "Compensation-Related Matters—Compensation Discussion and Analysis—Our Compensation Philosophy and Objectives" below. This philosophy places an emphasis on equity compensation in the form of stock options, which reward growth in stock price and align the directors' interests with those of our shareholders by providing value to the directors only if there is future stock price appreciation and not rendering any value to the directors if the stock price declines below the applicable exercise price. Similar to executive compensation, the emphasis on long-term incentives in the form of stock options has been a consistent part of Regeneron's director compensation philosophy and preceded the significant appreciation in Regeneron's stock price that began in early 2011.

Non-employee director compensation matters (including Regeneron's director compensation philosophy discussed above) are subject to periodic review. The Corporate Governance and Compliance Committee makes recommendations to the board of directors regarding, and the board of directors determines, the compensation of non-employee directors. The Corporate Governance and Compliance Committee evaluates the appropriate level and form of compensation for non-employee directors at least annually and recommends changes to the board of directors when appropriate. Directors who are Company employees receive no additional compensation for serving on our board of directors or its committees. In determining compensation recommendations for the non-employee directors, the Corporate Governance and Compliance Committee considers the qualifications, expertise, demands on our directors, practices of similar companies in the biotechnology industry, and any comparative information provided by the compensation consultants of the Compensation Committee and management. The process governing the compensation arrangements of the Chairman of the Board is described under "Compensation Arrangements of the Chairman of the Board of Directors" below.

As discussed in greater detail below, the board of directors voluntarily reduced the number of shares underlying each of the five most recent annual stock option awards to the non-employee directors and the Chairman of the Board. Fifteen-percent decreases were effected with respect to non-employee director stock option awards in each of January 2014, 2015, 2016, and 2017 and a five-percent decrease was effected in January 2018, in each case as compared to the prior year's awards. The percentage reductions were similar to the reductions in annual awards to executive officers and other employees (including the Chairman of the Board) implemented in December of each respective preceding year.

     
     
CASH FEES AND
MATCHING GIFT
PROGRAM
  A non-employee director receives an annual retainer of $55,000 and an annual committee retainer of $10,000 for each standing committee on which the director serves. In addition, each chairperson of the standing committees of the Company's board of directors receives an additional annual retainer of $10,000. Compared to cash compensation of non-employee directors in our Peer Group, our annual retainer for board service is below the 25th percentile and the additional retainers provided to our committee chairpersons are below the median.3 Non-employee directors are reimbursed for their actual expenses incurred in connection with their activities as directors, which included travel, hotel, and food and entertainment expenses. In addition, directors are eligible to participate in the Regeneron Matching Gift Program, which is also available to eligible employees. Under this program, the Company matches contributions made by directors and employees to eligible tax-exempt organizations up to an annual maximum amount of $5,000 per director or employee.
     
     
     

3

  Based on information reported by our Peer Group companies in 2017. See "Compensation-Related Matters—Compensation Discussion and Analysis—Our Compensation Processes—Peer Data" below for a list of the companies included in our Peer Group.

26



 

     
     
ANNUAL STOCK
OPTION AWARDS
  Pursuant to the terms of the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan (as in effect prior to the amendment and restatement adopted in June 2017) and resolutions of the Plan administrator, the Compensation Committee, adopted on December 16, 2014, December 16, 2015, and December 16, 2016 (based in each case upon the recommendation of the Corporate Governance and Compliance Committee), each non-employee director received an automatic grant of a stock option to purchase common stock on the first business day of the immediately following year. As amended and restated and approved by the shareholders in June 2017, the Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan imposes limits on non-employee director awards. The Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan requires that during any calendar year commencing with the 2018 calendar year, the aggregate number of shares subject to one or more awards granted to a non-employee director in a year may not exceed 12,750 shares, except that during the first calendar year in which a non-employee director serves on the board of directors, such limit will be 34,000 shares. In addition, during any calendar year commencing with the 2018 calendar year, the aggregate number of shares subject to one or more awards granted to a non-employee director then serving as chairman of the board of directors in such year may not exceed 25,500 shares, except that during the first calendar year in which a non-employee director serves as chairman of the board of directors, such limit will be 68,000 shares. For purposes of applying this limit, the Plan treats a full-value award (i.e., an award other than a stock option or stock appreciation right) as an award of one and one-half (1.5) shares for each share actually subject to such award, and an award of a stock option or stock appreciation right as an award of one share for each share actually subject to such award.

The exercise price of a non-employee director stock option is equal to the fair market value of a share of common stock on the date of grant (determined as the average of the high and low sales price per share of common stock on the NASDAQ Global Select Market on the date of grant or, if such date is not a trading day, on the last preceding date on which there was a sale of the Company's common stock on the NASDAQ Global Select Market). Stock options awarded to non-employee directors become exercisable as to one-third of the shares on the anniversary of the date of grant in each of the three subsequent calendar years, generally subject to continued service on the board, and generally expire ten years following the date of grant.

We focus on the number of shares underlying option awards as a percentage of basic shares of common stock outstanding when making decisions on non-employee director equity awards. Among other things, we believe this dilution-based approach allows us to evaluate such grants on a consistent basis year-over-year, without fluctuations in the share price, and is aligned more closely with shareholder interests. In December 2017, similar to the reductions in annual awards to executive officers and other employees discussed in "Compensation-Related Matters—Compensation Discussion and Analysis" below, the Plan administrator, the Compensation Committee (based upon the recommendation of the Corporate Governance and Compliance Committee), reduced the grant of stock options to our non-employee directors by 5% as compared to the prior year's awards, from 7,830 shares to 7,439 shares of common stock underlying each such stock option. This reduction marked the fifth consecutive year of reductions, following the 15% reductions in each of the previous four years. The most recent reduced grants to our non-employee directors were made on January 2, 2018. Similar to the rationale for the reductions in annual awards to executive officers and other employees discussed in "Compensation-Related Matters—Compensation Discussion and Analysis" below, the impetus for the reductions in the automatic grants to the non-employee directors was to reduce the potential dilutive impact of these grants. Reductions implemented before December 2016 also took into account the increase in the Company stock price since the prior years' awards, with the resulting increases in the grant date fair values of the automatic grants (as determined according to the Black-Scholes model for valuing stock options).

To the extent they remain unvested and outstanding, stock options granted to a non-employee director continue to vest following the retirement of that director provided applicable conditions

 

27



 

    relating to the length of the director's service and the director's age have been met. If a non-employee director's service as a member of the board is terminated as a result of his or her death, all of the director's stock options will immediately vest in full.

 

 

To the extent they remain unvested and outstanding, stock options granted to non-employee directors become fully vested automatically upon a change of control of the Company. Each non-employee director has the right to nullify this acceleration of vesting, in whole or in part, if it would cause the director to pay excise taxes under the requirements of the Internal Revenue Code.
     
     
STOCK OPTION
AWARDS TO NEW
DIRECTORS
  Each new non-employee director receives an initial stock option award to purchase a number of shares equal to 5/3rds of the number of shares of common stock underlying the most recent regular annual stock option award to a non-employee director; and, with respect to the annual stock option award to a non-employee director in respect of the first year of his or her service, the number of shares of common stock underlying such annual award are prorated based on the date as of which the non-employee director first becomes a member of the board of directors. These guidelines were adopted by the board of directors at the recommendation of the Corporate Governance and Compliance Committee after taking into account all factors deemed relevant, including those described under "Overview" above. The January 2017 pro-rated annual stock option awards to Drs. Bassler and Zoghbi and the January 2017 initial stock option award to Dr. Coles (each shown in the table below), as well as the January 2018 pro-rated annual stock option award to Dr. Coles (to be reported in the Director Compensation Table in the proxy statement for the 2019 annual shareholder meeting), followed these guidelines.
     
     
COMPENSATION
ARRANGEMENTS
OF THE CHAIRMAN
OF THE BOARD OF
DIRECTORS
  On December 31, 1998, we entered into an employment agreement with the Chairman of the board of directors, Dr. Vagelos. He did not become an officer of the Company or change his title. Pursuant to the terms of his employment agreement, Dr. Vagelos receives an annual salary of $100,000. In the employment agreement, we agreed to recommend to the Compensation Committee that stock option grants be made to Dr. Vagelos for calendar years 2000 through 2003 in the amount of the greater of (a) 125,000 shares or (b) 125% of the highest annual option award granted to an officer of the Company.

In 2011, the Compensation Committee determined that Dr. Vagelos's target grant would be equal to ten times the annual grant for a non-employee member of the board of directors, setting his target award at 150,000 shares of common stock underlying stock options. In each of December 2013, 2014, 2015, and 2016, the Compensation Committee reduced the award to Dr. Vagelos by 15% and in December 2017 by 5%, in each case based on the number of shares underlying the award as compared to the prior year's award. These reductions were in line with the reductions in the annual stock option awards to our executive officers and the reductions in the annual stock option awards to the non-employee directors described above. On December 12, 2017, the Compensation Committee granted Dr. Vagelos a stock option to purchase 74,390 shares of common stock, at an exercise price of $378.98 per share, the fair market value per share of our common stock on the date of grant (determined as the average of the high and low sales price per share of common stock on the NASDAQ Global Select Market on the date of grant). As in prior years, this award reflects, among other things, the key contributions that Dr. Vagelos makes as the Company continues to develop into a fully integrated biotech company with multiple class-leading products, as well as Dr. Vagelos's crucial role as a trusted advisor to the CEO, other senior managers, and the non-employee directors. It is also designed to incentivize further contributions and ensure Dr. Vagelos's continued service to the Company in the future.

The 2017 stock option award granted to Dr. Vagelos vests ratably over four years subject to his continued service and contains change-of-control provisions consistent with those described above for stock option grants to non-employee directors. Pursuant to the terms of his employment agreement, if Dr. Vagelos dies or is disabled during the term of his employment, all stock options granted to him by the Company will immediately become vested and exercisable.

28



 

    The following table and explanatory footnotes provide information with respect to compensation paid to Dr. Vagelos and each non-employee director for their service in 2017 in accordance with the policies, plans, and employment agreement described above:
 
 
 
 
 
 
 
 
 

A

B C D E F G H

 

               

Name

Fees earned
or paid in cash
($)
Stock
awards
($)
Option
awards
($)1, 2
Non-equity
incentive plan
compensation
($)
Change in pension value
and non-qualified deferred
compensation earnings
(%)
All other
compensation
($)
Total
($)

Charles A. Baker



75,000








1,232,211















1,307,211

Bonnie L. Bassler, Ph.D.



75,000








383,656















458,656

Michael S. Brown, M.D.



85,000








1,232,211












4,000

5


1,321,211

N. Anthony Coles, M.D.3



60,306








1,883,477

4














1,943,783

Joseph L. Goldstein, M.D.



75,000








1,232,211















1,307,211

Christine A. Poon



85,000








1,232,211















1,317,211

Arthur F. Ryan



85,000








1,232,211















1,317,211

George L. Sing



85,000








1,232,211















1,317,211

Marc Tessier-Lavigne, Ph.D.



65,000








1,232,211












5,000

5


1,302,211

P. Roy Vagelos, M.D.











11,716,441












109,000

6


11,825,441

Huda Y. Zoghbi, M.D.



75,000








383,656












5,000

5


463,656

1

  The amounts in column (d) reflect the aggregate grant date fair value of options awarded during the year ended December 31, 2017 pursuant to the Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan or the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan, as applicable. Assumptions used in the calculation of this amount do not take into account expected forfeitures and are otherwise described in Note 14 to the Company's audited financial statements for the fiscal year ended December 31, 2017 included in the 2017 Annual Report.

2

  At December 31, 2017, the non-employee directors and Dr. Vagelos had the following stock option awards outstanding: Mr. Baker: 100,630; Dr. Bassler: 17,791; Dr. Brown: 42,130; Dr. Coles: 13,050; Dr. Goldstein: 49,380; Ms. Poon: 110,160; Mr. Ryan: 41,380; Mr. Sing: 115,630; Dr. Tessier-Lavigne: 69,909; Dr. Vagelos: 1,807,538; and Dr. Zoghbi: 17,791.

3

  Dr. Coles was elected as a member of the board of directors on January 27, 2017; accordingly, his 2017 fees were prorated based on his election date.

4

  Consists of the aggregate grant date fair value of the initial option award granted to Dr. Coles upon his election to the board of directors on January 27, 2017.

5

  Consists of a Company contribution paid or payable on or before April 12, 2018 under the Regeneron Matching Gift Program in respect of charitable gifts made in 2017.

6

  Consists of (i) $100,000 for the salary paid pursuant to the terms of our employment agreement with Dr. Vagelos, (ii) $4,000 for 401(k) Savings Plan matching contributions in respect of 2017 paid in February 2018, and (iii) a $5,000 Company contribution paid or payable on or before April 12, 2018 under the Regeneron Matching Gift Program in respect of a charitable gift made in 2017.

 

29

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GRAPHIC
30

Table of Contents

GRAPHIC


 

 

 

 

 
   


 

EXECUTIVE OFFICERS OF THE COMPANY

 

 
         

    All officers of the Company are appointed annually and serve at the pleasure of the board of directors. The names, positions, ages, and background of the Company's executive officers as of April 12, 2018 are set forth below. There are no family relationships between any of our directors and executive officers. None of the corporations or other organizations referred to below with which an executive officer has previously been employed or otherwise associated is a parent, subsidiary, or affiliate of the Company.


GRAPHIC

 

Leonard S. Schleifer, M.D., Ph.D., 65, founded the Company in 1988, has been a Director and its President and Chief Executive Officer since its inception, and served as Chairman of the Board from 1990 through 1994. Dr. Schleifer, together with Regeneron's founding scientist, Dr. Yancopoulos, built and has managed the Company over the past 30 years. Dr. Schleifer received his M.D. and Ph.D. in Pharmacology from the University of Virginia. Dr. Schleifer is a licensed physician and is certified in Neurology by the American Board of Psychiatry and Neurology.


GRAPHIC

 

George D. Yancopoulos, M.D., Ph.D., 58, joined Dr. Schleifer in 1989 as founding scientist of the Company, and together they built and have managed the Company since then. Dr. Yancopoulos is currently President and Chief Scientific Officer, and has served on the board since 2001. He received his M.D. and Ph.D. from Columbia University. Dr. Yancopoulos was the 11th most highly cited scientist in the world in the 1990s, and in 2004 he was elected to be a member of the National Academy of Sciences. Dr. Yancopoulos, together with key members of his team, is a principal inventor and/or developer of the six FDA-approved drugs the Company has developed, EYLEA®, PRALUENT®, DUPIXENT®, KEVZARA®, ZALTRAP®, and ARCALYST®, as well as of its foundation technologies, including the TRAP technology, VelociGene®, and VelocImmune®.


GRAPHIC

 

Christopher Fenimore, 47, has been Vice President, Controller since March 2017. From January 2017 to March 2017, he served as Vice President, Deputy Controller, and previously served as Vice President, Financial Planning from January 2012 to December 2016. Prior to joining the Company in 2003, he was Vice President, Finance at Mojave Therapeutics, Inc. Mr. Fenimore's prior experience includes working as a supervising senior accountant at KPMG, as well as healthcare industry-focused venture capital and investment banking roles. Mr. Fenimore holds an M.A. in Biotechnology from Columbia University, an M.B.A. in Professional Accounting from Rutgers Business School, and a B.A. in Economics from Rutgers University. Mr. Fenimore is a Certified Public Accountant in the State of New York.


GRAPHIC

 

Robert E. Landry, 54, has been Senior Vice President, Finance since September 2013 and Chief Financial Officer since October 2013. Previously, Mr. Landry served as Senior Vice President, Treasurer, at Pfizer Inc. from October 2012 to August 2013 and Senior Vice President—Finance, Pfizer's Diversified Business, from October 2009 to October 2012. Prior to those roles, Mr. Landry held a number of positions at Wyeth, which was acquired by Pfizer Inc. in October 2009, including Treasurer and Principal Corporate Officer from 2007 to 2009, Director of Pharmaceutical Marketing and Sales of Wyeth's Australian affiliate from 2006 to 2007, and Chief Financial Officer of Wyeth's Australian and New Zealand affiliates from 2004 to 2006.

   

 

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