Independent
Tenure on this board
35.0 yrs
5 nominees · 3 ballot items.
Election of five directors for one-year terms; Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026; Advisory (non-binding) vote to approve the compensation of the Company’s Named Executive Officers (say-on-pay).
Elect five director nominees (Joseph L. Goldstein, M.D.; Christine A. Poon; David P. Schenkein, M.D.; Craig B. Thompson, M.D.; Huda Y. Zoghbi, M.D.) each for a one-year term.
Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Cast a non-binding, advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy materials.
This advisory (non-binding) proposal asks shareholders to approve the compensation paid to Regeneron’s Named Executive Officers as disclosed in the proxy statement, effectively endorsing the Compensation Committee’s design and year-end decisions. Management seeks shareholder approval to validate a program that emphasizes long-term, equity-based incentives (stock options and RSAs/RSUs), significant holding requirements for executive ownership, and a cash incentive framework tied to predefined corporate milestones plus individual performance. The proposal sits in the context of active shareholder engagement, an annual say-on-pay vote process, and prior high say-on-pay support (approximately 90%+ in recent years), which the board cites when considering continuity. The Compensation Committee’s rationale for the program emphasizes alignment with long-term value creation in a biotech R&D-heavy business, retention of scientific leadership, and pay-for-performance calibration through metrics and committee discretion. Management argues that features such as a mix of option-based and full-value awards, multi-year vesting schedules, PSUs with extended performance and holding periods for CEO/CSO, and clawback and anti-hedging policies mitigate risk and align executives with shareholders. The board recommends a vote FOR, noting that the advisory vote is non-binding but will be considered in future compensation decisions; it frames the vote as a means for shareholders to express their view on compensation practices. Key contextual governance points include the Compensation Committee’s use of an independent consultant, a defined Peer Group for benchmarking, disclosure enhancements, and responsiveness to investor feedback on CEO/CSO award design and burn-rate considerations. Investors evaluating the proposal should weigh Regeneron’s emphasis on long-term innovation-driven incentives and broad employee equity participation against concerns commonly raised about equity dilution, burn rate, and executive retention arrangements; the company reports a record-low burn rate in 2025 and articulated performance adjustments in the year’s multiplier. Overall, a FOR vote signals shareholder support for the Compensation Committee’s approach to linking pay to long-term pipeline and commercial milestones while preserving flexibility to adjust program design based on engagement and outcomes.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.35% | 6,654,913 | $5.1B |
| 2 | STATE STREET CORP | 4.45% | 4,664,478 | $3.6B |
| 3 | DODGE COX | 4.25% | 4,458,238 | $3.4B |
| 4 | BlackRock, Inc. | 3.17% | 3,323,349 | $2.6B |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 2.18% | 2,282,612 | $1.8B |
| 6 | BlackRock, Inc. | 2.01% | 2,108,685 | $1.6B |
| 7 | PRICE T ROWE ASSOCIATES INC /MD/ | 1.91% | 2,000,148 | $1.5B |
| 8 | WELLINGTON MANAGEMENT GROUP LLP | 1.71% | 1,796,877 | $1.4B |
| 9 | FRANKLIN RESOURCES INC | 1.70% | 1,785,359 | $1.4B |
| 10 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.64% | 1,720,774 | $1.3B |
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