Regeneron Pharmaceuticals Files Definitive Proxy Statement

Ticker: REGN · Form: DEF 14A · Filed: Apr 25, 2024 · CIK: 872589

Regeneron Pharmaceuticals, Inc. DEF 14A Filing Summary
FieldDetail
CompanyRegeneron Pharmaceuticals, Inc. (REGN)
Form TypeDEF 14A
Filed DateApr 25, 2024
Risk Level
Pages14
Reading Time17 min
Key Dollar Amounts$100 billion, $4.44 billion, $5 billion, $170 million
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Executive Compensation, Equity Awards, Shareholder Meeting, Regeneron Pharmaceuticals

TL;DR

<b>Regeneron Pharmaceuticals filed its DEF 14A, detailing executive compensation and equity award valuations for the 2023 fiscal year.</b>

AI Summary

REGENERON PHARMACEUTICALS, INC. (REGN) filed a Proxy Statement (DEF 14A) with the SEC on April 25, 2024. Regeneron Pharmaceuticals, Inc. filed its Definitive Proxy Statement (DEF 14A) on April 25, 2024. The filing covers the fiscal year ending December 31, 2023. It includes details on executive compensation, including stock and option awards for PEO and Non-PEO members. The document specifies various calculations related to the fair value of equity awards granted, vested, and forfeited. The filing also references prior fiscal years (2020-2022) in relation to compensation data.

Why It Matters

For investors and stakeholders tracking REGENERON PHARMACEUTICALS, INC., this filing contains several important signals. This DEF 14A filing provides transparency into Regeneron's executive compensation structure and the valuation of equity awards, which is crucial for shareholder understanding and voting decisions. Shareholders can use this information to assess the alignment of executive pay with company performance and to make informed decisions regarding executive compensation proposals at the upcoming meeting.

Risk Assessment

Risk Level: — REGENERON PHARMACEUTICALS, INC. shows moderate risk based on this filing. The filing is a routine DEF 14A, providing standard disclosures on executive compensation and corporate governance, with no immediate red flags.

Analyst Insight

Review the executive compensation details and equity award valuations to understand how executive pay is structured and to prepare for any shareholder votes on compensation matters.

Key Numbers

  • 2023-12-31 — Fiscal Year End (CONFORMED PERIOD OF REPORT)
  • 2024-04-25 — Filing Date (FILED AS OF DATE)
  • 155 — Public Document Count (PUBLIC DOCUMENT COUNT)

Key Players & Entities

  • REGENERON PHARMACEUTICALS, INC. (company) — FILER
  • REGN (company) — tk
  • DEF 14A (regulator) — ft
  • 2024-04-25T00:00:00.000Z (dollar_amount) — dt
  • 2024-06-14 (dollar_amount) — CONFORMED PERIOD OF REPORT
  • 2024-04-25 (dollar_amount) — FILED AS OF DATE
  • 2024-04-25 (dollar_amount) — DATE AS OF CHANGE
  • 0000872589 (company) — CENTRAL INDEX KEY

FAQ

When did REGENERON PHARMACEUTICALS, INC. file this DEF 14A?

REGENERON PHARMACEUTICALS, INC. filed this Proxy Statement (DEF 14A) with the SEC on April 25, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by REGENERON PHARMACEUTICALS, INC. (REGN).

Where can I read the original DEF 14A filing from REGENERON PHARMACEUTICALS, INC.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by REGENERON PHARMACEUTICALS, INC..

What are the key takeaways from REGENERON PHARMACEUTICALS, INC.'s DEF 14A?

REGENERON PHARMACEUTICALS, INC. filed this DEF 14A on April 25, 2024. Key takeaways: Regeneron Pharmaceuticals, Inc. filed its Definitive Proxy Statement (DEF 14A) on April 25, 2024.. The filing covers the fiscal year ending December 31, 2023.. It includes details on executive compensation, including stock and option awards for PEO and Non-PEO members..

Is REGENERON PHARMACEUTICALS, INC. a risky investment based on this filing?

Based on this DEF 14A, REGENERON PHARMACEUTICALS, INC. presents a moderate-risk profile. The filing is a routine DEF 14A, providing standard disclosures on executive compensation and corporate governance, with no immediate red flags.

What should investors do after reading REGENERON PHARMACEUTICALS, INC.'s DEF 14A?

Review the executive compensation details and equity award valuations to understand how executive pay is structured and to prepare for any shareholder votes on compensation matters. The overall sentiment from this filing is neutral.

How does REGENERON PHARMACEUTICALS, INC. compare to its industry peers?

Regeneron Pharmaceuticals operates in the pharmaceutical preparations industry, focusing on the discovery, development, and commercialization of transformative medicines.

Are there regulatory concerns for REGENERON PHARMACEUTICALS, INC.?

The DEF 14A filing is a requirement under the Securities Exchange Act of 1934, mandating public companies to provide detailed information to shareholders regarding matters to be voted on at annual meetings, including executive compensation.

Industry Context

Regeneron Pharmaceuticals operates in the pharmaceutical preparations industry, focusing on the discovery, development, and commercialization of transformative medicines.

Regulatory Implications

The DEF 14A filing is a requirement under the Securities Exchange Act of 1934, mandating public companies to provide detailed information to shareholders regarding matters to be voted on at annual meetings, including executive compensation.

What Investors Should Do

  1. Review the executive compensation tables for PEO and Non-PEO members.
  2. Analyze the details on equity awards, including grants, vesting, and fair value calculations.
  3. Note the dates and events related to the filing and the reporting period.

Key Dates

  • 2024-04-25: Filing Date — Filing of Definitive Proxy Statement
  • 2023-12-31: Fiscal Year End — Period covered by compensation data

Year-Over-Year Comparison

This filing is a DEF 14A for the current period, providing updated executive compensation and equity award information compared to previous filings.

Filing Stats: 4,297 words · 17 min read · ~14 pages · Grade level 16.2 · Accepted 2024-04-25 16:01:43

Key Financial Figures

  • $100 billion — early 2024, Regeneron first surpassed a $100 billion market capitalization, making us one of
  • $4.44 billion — ctivity from our labs, we invested over $4.44 billion in Regeneron's R&D capabilities in 2023
  • $5 billion — 2023 and expect to invest approximately $5 billion in 2024. We also grew our global workfo
  • $170 million — nts. In total, we have committed nearly $170 million to support these prestigious science co

Filing Documents

Executive Compensation Processes and Procedures;

Executive Compensation Processes and Procedures; Role of Compensation Consultants 31 Shareholder Engagement Philosophy and Board Responsiveness 31 Compensation of Directors 32 PROPOSAL NO. 1 Election of Directors 36 The Company 37 Executive Officers of the Company 37 Corporate Governance 40 Overview 40 Capital Structure 41 Code of Ethics 41 Succession Planning and Talent Development Process 42 Corporate Responsibility 42 Public Policy Engagement 45 Stock Ownership Guidelines 45 Certain Relationships and Related Transactions 46 Review, Approval, or Ratification of Transactions with Related Persons 46 Transactions with Related Persons 46 Other 47 Audit Matters 47 Introduction 47 Information about Fees Paid to Independent Registered Public Accounting Firm 48 Audit Committee Report 49 PROPOSAL NO. 2 Ratification of Appointment of Independent Registered Public Accounting Firm 49 Shareholders 50

Security Ownership of Certain Beneficial

Security Ownership of Certain Beneficial 50 Shareholder Communications 53 Compensation-Related Matters 54 Table of Contents 54 Compensation Discussion and Analysis 54 Executive Summary 55 Compensation Program Overview 57 Our Corporate Culture and Pay Philosophy 57 2023 Business Highlights 58 2023 Compensation Highlights 59 Shareholder Engagement and Feedback 61 How Our Pay Program Works 62 Key Governance Features 63 Compensation Program Objectives 64 Components of Executive Pay: What We Pay and Why We Pay It 65 Base Salaries 66 Annual Cash Incentives 66 Annual Equity Awards 70 Perquisites and Personal Benefits 73 Potential Severance Payments 74 Compensation Processes 74 Compensation Committee 74 2024 Proxy Statement and Notice of Annual Shareholder Meeting | vi Management 75 Shareholder Input and Outreach and the 2023 Say-on-Pay Vote Result 75 Independent Compensation Consultant 78 Peer Data 78 Risk Assessment 80 Tax Implications 80 Compensation Committee Report 81 Compensation Committee Interlocks and Insider Participation 81 Compensation Dashboard 82 2023 Executive Compensation Tables 82 2023 Summary Compensation Table 82 2023 Grants of Plan-Based Awards 83 Outstanding Equity Awards at 2023 Fiscal Year-End 84 2023 Option Exercises and Stock Vested 86 Post-Employment Compensation 86 Additional Compensation Information 91 Annual Cash Incentives 91 Perquisites and Personal Benefits 93 Potential Severance Payments 94 Pay Ratio 95 Pay Versus Performance 96 Equity Compensation Information 100 PROPOSAL NO. 3 Advisory Vote on Compensation of Named Executive Officers (Say-on-Pay) 103 PROPOSAL NO. 4 Non-Binding Shareholder Proposal Requesting Simple Majority Voting Requirements 104 General Information about the Meeting and Other Matters 106 Appendix A – Note Regarding Forward-Looking Statements and Non-GA

Executive Compensation Program Overview

Executive Compensation Program Overview 57 Shareholder Engagement 75 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. NOTE REGARDING TRADEMARKS AND PRODUCT NAMES: "ARCALYST ," "Evkeeza ," "EYLEA ," "EYLEA HD," "Inmazeb ," "Libtayo ", "Praluent " (in the United States), "REGEN-COV ," Regeneron ," "Regeneron Genetics Center ," "Veopoz ," " VelociGene ," " VelocImmune ," and "ZALTRAP " are trademarks of Regeneron Pharmaceuticals, Inc. ("Regeneron"). This proxy statement refers to products marketed or otherwise commercialized by Regeneron, its collaborators, and other parties. Consult the product label in each territory for specific information about such products. 2024 Proxy Statement and Notice of Annual Shareholder Meeting | vii Back to Contents Users' Guide Proxy Dashboard General Information Meeting Date and Time Location Record Date June 14, 2024 Online at April 16, 2024 10:30 a.m., Eastern Time www.virtualshareholdermeeting.com/REGN2024 Meeting Agenda Matter Board Vote Recommendation 1 Election of four Class III directors for a three-year term and one Class II director for a two-year term: FOR each director nominee Class III Directors N. Anthony Coles, M.D. Kathryn Guarini, Ph.D. Arthur F. Ryan George L. Sing Class II Director David P. Schenkein, M.D. 2 Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 FOR 3 Advisory vote to approve the compensation of the Company's Named Executive Officers as disclosed in these proxy materials (say-on-pay) FOR 4 Non-binding shareholder proposal requesting simple majority voting requirements, if properl

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