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Cover page depicts fluorescent immuno-detection of the developing retinal vasculature, as captured by a Regeneron scientist.

REGENERON AT A GLANCE

7	2
FDA-approved	major FDA approvals
products	in 2018






20	7.5M+
candidates in	doses of our medicines manufactured
clinical development	by our Industrial Operations and
	Product Supply (IOPS) team in 2018






^#1	7,300+
top-ranked Biopharma Employer	employees from
inScience global survey	100+ countries in 7 locations
for 6th time






4,000+	98%
employees participated in 2nd annual	of our waste diverted
Day for Doing Good, logging more	from landfill,
than 14,000 hours of service	surpassing our goal

MANAGEMENT LETTER

TO SHAREHOLDERS

DEAR FELLOW SHAREHOLDERS,

2018 was a milestone year that marked 30 years since Regeneron’s founding. During these three decades, we stayed true to our mission of harnessing the power of science to bring important new medicines to people with serious diseases. Our long-term commitment to science and technology has resulted in seven approved medicines, a clinical product pipeline of 20 candidates across therapeutic areas, and a strong engine for future discovery and innovation.

We continue to receive important new regulatory approvals for our products. This included the September 2018 U.S. Food and Drug Administration (FDA) approval for our first immuno-oncology therapy, the PD-1 inhibitor Libtayo^®(cemiplimab-rwlc) Injection for advanced cutaneous squamous cell carcinoma. In October 2018, we received FDA approval for Dupixent^®(dupilumab) Injection in asthma, which followed its 2017 approval for adults with atopic dermatitis. In March 2019, Dupixent was also approved for adolescents with atopic dermatitis. In addition, in August 2018, we received FDA approval on a new dosing regimen for EYLEA^®(aflibercept) Injection in wet age-related macular degeneration (AMD).

Together with our ex-U.S. collaborator Bayer, we continued to bring EYLEA to more patients, achieving a record $6.75 billion in global net product sales for 2018. EYLEA continues to have opportunities to help more patients in need. In 2018, we reported positive Phase 3 results in patients with diabetic retinopathy and are expecting FDA action on our submission for this indication in May 2019.

Dupixent achieved $922 million in 2018 global net product sales, as recorded by our collaborator Sanofi, and has the potential to be a ‘pipeline-in-a-product’ as it targets Type 2 inflammation, which underlies many allergic diseases. In 2019, the FDA accepted for Priority Review our submission for a third Type 2 disease, chronic rhinosinusitis with nasal polyps, which has a target action date of June 26, 2019. We are studying Dupixent in a broad development program in other Type 2 allergic conditions, including eosinophilic esophagitis and peanut and grass allergies.

Our robust immuno-oncology portfolio, anchored by Libtayo, is beginning to show important potential. Libtayo is being studied as a monotherapy as well as in combination across various types of cancer. We are also encouraged by our broad bispecific development program, including clinical-stage CD3 bispecifics and our new class of costimulatory bispecifics. At the most recent American Society of Hematology meeting, we reported promising results from early clinical trials of our CD20xCD3 bispecific in certain advanced lymphoma patients. We believe these approaches may be able to extend the benefits of immunotherapy to more patients in need.

These are just a few highlights from our innovative, growing pipeline that spans therapeutic areas with high unmet need, including eye diseases, allergic and inflammatory diseases, cancer, cardiovascular and metabolic diseases, musculoskeletal diseases, infectious diseases, and rare diseases.

Developing innovative technology and pursuing basic biological research that drives the drug development process continues to be a priority. In 2019, we will be celebrating the fifth anniversary of the Regeneron Genetics Center^®(RGC), one of the world’s largest research efforts on the genetic causes of health and disease. As of January 2019, the RGC had sequenced exomes from more than 500,000 volunteers and paired that data with deidentified health records, enabled through collaborations with health record pioneers like the Geisinger Health System and the UK Biobank. In March 2019, we were proud to share

~~REGENERON 2016~~2019 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

~~PLEASE VIEW OUR FULL ANNUAL ONLINE INVESTOR.REGENERON.COM/2015AR~~

4,000+ Regeneron employees worldwide peer-reviewed publications in 2015 68 consented individuals sequenced by the Regeneron Genetics Center 66organizations through Regeneron in the Community program 2,118 volunteer hours at 3.5 MILLION doses of EYLEA® sold globally in 2015 14% annual reduction in greenhouse gas emissions per employee Most Innovative Company, according to Forbes 4TH Ranked #1 or #2 employer in the global biopharmaceutical industry in Science Top Employers Survey 5 years in a row 5 YRS antibodies in clinical trials across multiple therapeutic areas 12 SHAREHOLDER LET TER REGENERON TODAY

some of this valuable work with the world when the first batch of sequencing data from the UK Biobank initiative was made publicly available to the global research community.

We believe that our commitment to long-term science and innovation brings value to patients and shareholders alike, and we are committed to reinvesting a significant share of our revenues to this effort. In 2018, total revenues increased 14 percent from 2017 to $6.7 billion, and we were able to reinvest 33 percent* of our revenues back into our R&D efforts. Revenue was driven by continued EYLEA growth, the launch of our new products, and collaboration revenues. GAAP net income for 2018 was $2.4 billion, or $21.29 per diluted share, compared to GAAP net income for 2017 of $1.2 billion, or $10.34 per diluted share. In 2018, our non-GAAP net income increased 38 percent from 2017 to $2.6 billion, or $22.84 per diluted share.** Our balance sheet remains strong, and we ended the year with $4.6 billion in cash and marketable securities.

The Regeneron team continues to expand, and we now have more than 7,300 colleagues across seven sites. We are expanding our presence in Rensselaer, NY, and in Ireland, where we have our Industrial Operations and Product Supply (IOPS) teams, and we opened a new office in the United Kingdom to support our global regulatory and clinical needs.

As part of our long-standing commitment to operating as a responsible corporate citizen, we continue to foster the next generation of scientific innovators, support sustainable communities, and run our business with the highest standards of ethics and integrity. We are a leader in supporting STEM (Science, Technology, Engineering, and Math) initiatives that reward and inspire promising young minds, including providing $100 million over ten years to support the Regeneron Science Talent Search, the nation’s oldest and most prestigious high school science competition. To learn more about our commitment to corporate citizenship, please review our second annual Responsibility Report.

We are proud of the work we do every day to find new solutions for people with serious diseases but know there is much more work to do. We are confident that if we continue delivering important advances through innovative science and technology, we will achieve a diverse portfolio of medicines and sustainable, long-term growth.

Sincerely,



Leonard S. Schleifer, M.D., Ph.D.	George D. Yancopoulos, M.D., Ph.D.	P. Roy Vagelos, M.D.
Founder, President and Chief Executive Officer	Founding Scientist, President and Chief Scientific Officer	Chairman of the Board


	*		2018 research and development expenses as a percentage of 2018 total revenues.

	**		Non-GAAP net income and non-GAAP net income per share 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.

2019 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

Dear Shareholders, 2015 was a busy and rewarding year for Regeneron as we made major strides in advancing our mission of bringing important new medicines to people with serious diseases, over and over again. We delivered EYLEA® (aflibercept) Injection, our therapy for patients with serious vision-threatening diseases, to more and more patients, and we launched PRALUENT® (alirocumab) Injection, a first-in-class therapy for uncontrolled LDL cholesterol in certain patients. Our pipeline of a dozen clinical-stage antibodies continues to progress, with important programs in eye disease, cancer, infectious disease, pain, cardiovascular disease and inflammation. We also continue to invest in technology and innovation that will position us to bring needed new medicines to patients for many years into the future. Likewise, we have made important infrastructure investments to ensure our long-term success, including adding two new buildings at our headquarters in Tarrytown, New York, and expanding our industrial operations facilities in Rensselaer, New York, and Limerick, Ireland. We have always run Regeneron by the principle of “doing well by doing good.” In addition to our work to invent new and needed medicines, we focus on improving our world and operating with the highest standards of integrity. This year, for the first time, our Annual Review integrates reporting on our citizenship priorities and aspirations, in addition to our financial and business performance. We invite you to read more about our business, pipeline and citizenship efforts below, and with supplemental content on our website at investor.regeneron.com/2015AR. Our 2015 Annual Report on Form 10-K is available on the Investor Relations portion of our website. MARKETED MEDICINES EYLEA® (aflibercept) Injection and Retinal Disease Programs Market-leading VEGF-Trap approved in more than 100 countries for the treatment of many blindness-causing retinal conditions, including wet age-related macular degeneration and diabetic macular edema (DME). EYLEA net sales in the U.S. increased 54 percent to $2.676 billion for the full year 2015, from $1.736 billion for the full year 2014. Outside of the U.S., where our collaborator Bayer HealthCare commercializes EYLEA, net sales were $1.413 billion in 2015, compared to $1.039 billion in 2014. Regeneron recognized $467 million from its share of net profit outside the U.S. in 2015, compared to $301 million in 2014. This growth was driven in part by the publication in early 2015 of first-year results from an independent National Institutes of Health (NIH)-sponsored comparative effectiveness study in DME. In the study, at one year, EYLEA demonstrated a significantly greater improvement in mean change in best-corrected visual acuity (BCVA) from baseline compared to ranibizumab and bevacizumab, two other VEGF inhibitors used in retinal disease. The rates of most ocular and systemic adverse events were similar across the three study groups. L-1 SHAREHOLDER LET TER

	2019 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

In 2016, we initiated a Phase 3 study of EYLEA in diabetic retinopathy in patients without DME, a common degenerative eye disease that impacts people with diabetes. We continue to explore EYLEA in combination with other mechanisms, and have two ongoing clinical programs in this area in collaboration with Bayer HealthCare: aflibercept+PDGFR-beta and aflibercept+ANG2. PRALUENT® (alirocumab) Injection Only monoclonal antibody targeting PCSK9 (proprotein convertase subtilisin/kexin type 9) available in two doses, allowing for tailored therapy based on a patient’s LDL-C lowering needs. In July 2015, PRALUENT was approved by the U.S. Food and Drug Administration (FDA) as adjunct to diet and maximally tolerated statin therapy for the treatment of adults with heterozygous familial hypercholesterolemia or clinical atherosclerotic cardiovascular disease who require additional lowering of LDL-C (often referred to as “bad cholesterol”). The effect of PRALUENT on cardiovascular morbidity and mortality has not been determined. Together with our collaborator Sanofi, the U.S. launch is underway. We have focused on physician education about this new class, as well as achieving patient access and reimbursement coverage from health plans. PRALUENT was also approved in the E.U., and launches are underway across the region. The ongoing ODYSSEY OUTCOMES clinical trial program, which is evaluating the potential of PRALUENT to prevent heart attacks, stroke and cardiac death, reached full enrollment in 2015, with more than 18,000 patients at more than 2,000 study centers. Interim results are possible in late 2016, and we expect full results in 2017. L-2

	P H A S E 2 P H A S E 3 REGN1979 CD20/CD3 Antibody Cancer REGN1908-1909 Allergic disease DUPILUMAB* IL-4R Antibody Atopic dermatitis in children, nasal polyps, eosinophilic esophagitis SARILUMAB* IL-6R Antibody Non-infectious uveitis TREVOGRUMAB GDF8 Antibody Skeletal muscle disorders REGN2176-3^ Rinucumab (PDGFR-beta Antibody) + Aflibercept Wet age-related macular degeneration EVINACUMAB Angptl3 Antibody Lipid disorders REGN910-3^ Nesvacumab (Ang2 Antibody) + Aflibercept Ophthalmology REGN2810* PD-1 Antibody Cancer FASINUMAB† NGF Antibody Chronic lower back pain ALIROCUMAB* PCSK9 Antibody Cardiovascular outcomes AFLIBERCEPT^ VEGF-Trap Diabetic retinopathy without DME SARILUMAB* IL-6R Antibody Rheumatoid arthritis DUPILUMAB* IL-4R Antibody Atopic dermatitis in adults, asthma REGN2222 RSV Antibody Respiratory syncytial virus FASINUMAB† NGF Antibody Pain due to osteoarthritis P H A S E 1 CLINICAL-STAGE PIPELINE Regeneron has a dozen fully human monoclonal antibodies in clinical development, all of which were developed using our proprietary VelocImmune® technology. (as of April 2016) L-3

* in collaboration with Sanofi ^ in collaboration with Bayer HealthCare † in collaboration with Mitsubishi Tanabe LATE-STAGE PIPELINE Sarilumab Anti–IL-6 monoclonal antibody under U.S. regulatory review for the treatment of rheumatoid arthritis (RA). In 2015, we reported positive data from three Phase 3 trials of sarilumab in patients with rheumatoid arthritis. Together with our collaborator Sanofi, we submitted the U.S. Biologics License Application in November 2015 and were assigned a Prescription Drug User Fee Act (PDUFA) date of October 30, 2016. In March 2016, the Phase 3 SARIL-RA-MONARCH monotherapy study met its primary endpoint by demonstrating that sarilumab was superior to adalimumab (Humira®) in improving signs and symptoms of active RA at Week 24. The incidence of adverse events, serious adverse events, infections and serious infections was generally similar between groups. Dupilumab First-in-class investigational monoclonal antibody blocking IL-4 and IL-13, two key cytokines believed to be drivers in allergic inflammation, being studied for the treatment of certain allergic conditions, including atopic dermatitis (AD), uncontrolled asthma and eosinophilic esophagitis. Dupilumab was granted a Breakthrough Therapy designation by the FDA for the treatment of adults with moderate-to-severe atopic dermatitis who are not adequately controlled with topical prescription therapy and/or for whom these treatments are not appropriate. We expect to submit an application for FDA approval later this year. In 2016, we reported positive topline results from two large Phase 3 studies in atopic dermatitis and continue to enroll patients in a second pivotal study in asthma. In the atopic dermatitis studies, the overall rate of adverse events was comparable between the dupilumab groups and the placebo groups. REGN2222 Our fully human monoclonal antibody being investigated for the prevention of serious lower respiratory tract infections associated with Respiratory Syncytial Virus (RSV). In 2015, we initiated the Phase 3 NURSERY-Pre-term trial that will evaluate the efficacy, safety, pharmacokinetics and immunogenicity of REGN2222 in infants under the age of six months. Fasinumab Our antibody targeting nerve growth factor being evaluated for potential to offer a novel, non-opioid approach to addressing chronic pain. Two clinical trials of fasinumab for pain due to osteoarthritis and chronic back pain were initiated in 2016. In 2015, we entered into a collaboration with Mitsubishi Tanabe Pharma Corporation to develop and commercialize fasinumab in Japan, Korea, and nine other Asian countries (excluding China). L-4

EARLY-STAGE PIPELINE AND R&D Immuno-oncology Building on our existing antibody collaboration, we launched a new $2.2B global immuno-oncology collaboration with Sanofi. This will provide important new resources to advance our portfolio in this rapidly developing field, which seeks to harness the body’s immune system to fight cancer. We continued to explore multiple approaches in immuno-oncology, including bispecific antibodies, checkpoint inhibitors and antibody drug conjugates. We have two antibodies, a CD20/CD3 bispecific antibody and a PD-1 inhibitor, in clinical studies with data expected in 2016. A number of additional immuno-oncology antibodies are expected to enter the clinic this year and next. Rapid Response & Infectious Disease Regeneron’s Rapid Response capabilities leverage our core VelociSuite® technologies to significantly compress the time required for discovery and preclinical validation of potential treatments for emerging infectious diseases. In 2015, we identified and validated a novel therapeutic cocktail of three antibodies targeting the Ebola virus, and reached an agreement with the Biomedical Advanced Research and Development Authority of the U.S. Department of Health and Human Services to develop, test and manufacture this potential treatment. A Phase 1 study in healthy volunteers is planned for the first half of 2016. We similarly identified and validated an antibody against MERS (Middle East Respiratory Virus) and are working to advance this program, as well as pursuing antibody therapies for other devastating viral diseases such as Zika and Dengue. Regeneron Genetics Center In its second full year, the Regeneron Genetics Center (RGC) continued to grow rapidly in terms of scope, scale and speed. The RGC was created to elucidate, on a large scale, genetic factors that cause or influence a range of human diseases. The team has sequenced approximately 100,000 exomes to date, and is now delivering new target opportunities and validating existing targets in our preclinical and clinical programs. We continued to bring on board world-class collaborators from industry, academia and leading health-systems, and published the RGC’s first peer-reviewed publication in the New England Journal of Medicine. GROWTH In 2015, we grew in many aspects of our business. We continued construction of our world-class 400,000-square-foot manufacturing facility in Raheen, Ireland, which will significantly expand our biologic supply capabilities for commercial products. We opened new L-5 SHAREHOLDER LET TER

buildings in Rensselaer, our Industrial Operations headquarters, and our Tarrytown R&D laboratories and corporate headquarters. And we welcomed our 4,000th Regeneron employee, all while remaining focused on sustaining the innovative culture that makes us unique. SHAREHOLDER ENGAGEMENT One of the priorities of the Board of Directors and Company management is ensuring robust outreach and engagement with our shareholders. We value shareholder views and insights, and we believe that constructive and meaningful dialogue allows us to develop broader relationships with investors over the long-term and builds informed relationships that promote transparency and accountability. In 2015, we continued our shareholder outreach efforts and engaged in discussions with a large number of our shareholders. Please refer to the table on page 53 of our proxy statement for a summary of recent changes we have adopted based on shareholder feedback and other relevant considerations. CITIZENSHIP At Regeneron, we are committed to a better future. In addition to our work to invent new and needed medicines, we are focused on improving our world and operating with the highest standards of integrity. We are proud not only of what we do, but how we do it. Four pillars help us articulate how we view our responsibility and commitment to society: Fostering the Future of Scientific Innovation We believe Science, Technology, Engineering, and Math (STEM) education is a top priority, and are focused on ensuring a strong pipeline of STEM talent for many years to come. Our strategic programs in this area: • Attract, support and reward the best and brightest minds in science research; • Increase the effectiveness of teachers in STEM; and • Bridge STEM skills gaps and career awareness among students historically underrepresented in the sciences. Spanning from elementary school to postdoctoral fellowships, our STEM programs spark interest in science and enhance knowledge, scientific research and careers in biotechnology. One important program allows more than 200 high school and college students to participate in internship opportunities at Regeneron. In addition, we are proud to award the Regeneron Prize for Creative Innovation each year to outstanding graduate and postdoctoral students. Cultivating Sustainable Communities Regeneron employees are passionate about giving back to our communities through volunteerism, fundraising and advocacy. Regeneron In the Community (RIC), our company volunteer program, unites our people through days of service, company-sponsored activities L-6

and employee-led projects. RIC inspires action, fosters collaboration and motivates our people to self-organize around service projects that reflect their individual passions. We want to grow our business while reducing our environmental impact. We proactively seek environmentally responsible ways to better operate our business now and in the future, and we focus on environmental stewardship throughout our value chain. Supporting Patient Communities Our employees are focused on putting science, technology and innovation to work in order to make a difference in patients’ lives. This effort starts in the labs, moves into the clinic and continues with our commitment to ensuring patients can access the therapies they need. Nurturing our High-Engagement, High-Integrity Culture We empower our people to thrive personally and professionally, work together to create positive change and promote an ethical culture of diversity and inclusion. In 2015, we were proud to be named one of the two top employers in the global biopharmaceutical industry by Science for the fifth consecutive year, the fourth most innovative company in the world by Forbes and one of the 100 best companies to work for by Fortune. IN CLOSING Unfortunately, there was also some sadness in 2015. Our longtime friend, mentor, co-founder and Board member, Dr. Alfred G. Gilman, passed away in December. Dr. Gilman was a Nobel Laureate who made lasting contributions to science and medicine. On a personal level, we all benefited greatly from Al’s counsel and wry wit over the years, and we will miss him greatly. We look forward to updating you on our progress as we continue building Regeneron into a leading global biopharmaceutical company. Sincerely, P. Roy Vagelos, MD Leonard S. Schleifer, MD, PhD George D. Yancopoulos, MD, PhD L-7 SHAREHOLDER LET TER

~~Table of Contents~~

REGENERON PHARMACEUTICALS, INC.

777 Old Saw Mill River Road

Tarrytown, New York 10591-6707

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The ~~2016~~2019 Annual Meeting of Shareholders of Regeneron Pharmaceuticals, Inc. (the ~~"Company"~~“Company”) will be held on Friday, June ~~10, 2016,~~14, 2019, 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 I 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, 2016; and~~
~~(3)~~: ~~to act upon such other matters as may properly come before the meeting and any adjournment(s) or postponement(s) thereof.~~

1	to elect four Class I 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, 2019; 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 ~~14, 2016~~17, 2019 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~~“Notice and ~~Access"~~Access” method of providing our proxy materials over the Internet. Accordingly, we will mail, beginning on or about April ~~27, 2016,~~26, 2019, 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 ~~access the~~receive proxy materials ~~over the Internet,~~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 ~~2015~~2018 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,

Joseph J. LaRosa

Executive Vice President, General Counsel and Secretary

April 26, 2019

2019 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING


		~~As Authorized by the Board of Directors,~~
		2019 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

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

~~April 26, 2016~~

~~REGENERON PHARMACEUTICALS, INC.~~

~~PROXY STATEMENT~~

~~Table of Contents~~

TABLE OF
CONTENTS

Users’ Guide		1
~~Table of Contents~~Proxy Dashboard		i1
Proxy Highlights		1
~~Proxy Summary~~		1

General Information about the Meeting		62
Board of Directors	7
Meet the Board	7
Board Committees	20
Board Governance	22
~~Proposal No. 1: Election of Directors~~Board Structure		10
		22
~~Corporate Governance~~Board Meetings and Attendance of Directors		15
~~Overview~~		1522
Procedures Relating to ~~Nominees~~Nominees; Board Succession Planning	22
Board and Committee Self-Assessments	1524
Shareholder Rights to Remove Directors for Cause and to Call Special Shareholder Meeting		16
~~Shareholder Communications with Directors~~		16
~~Board Committees~~		16
~~Code of Ethics~~		1824
Director Independence		1924
Board Leadership and Role in Risk Oversight		19
~~Board Meetings and Attendance of Directors~~		1925
Executive Compensation Processes and Procedures; Role of Compensation Consultants		1925
Compensation of Directors	26

20PROPOSAL NO. 1
ELECTION OF DIRECTORS	32

The Company	33
Executive Officers of the Company	33
Corporate Governance	2335
~~Security Ownership of Certain Beneficial Owners and Management~~Overview		2535
Code of Ethics	35
Succession Planning and Talent Development Process	35
Corporate Responsibility	36
Public Policy Engagement	37
Section 16(a) Beneficial Ownership Reporting Compliance		2938
Certain Relationships and Related Transactions		3039
Review, Approval, or Ratification of Transactions with Related Persons		3039
Transactions with Related Persons		3040
~~Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm~~Other		3343
Audit Matters	44
Introduction	44
Information about Fees Paid to Independent Registered Public Accounting Firm		3344
Audit Committee Report	45

PROPOSAL NO. 2
34RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	46

Shareholders	47
~~Executive Compensation~~Security Ownership of Certain Beneficial Owners and Management		35
		47
Shareholder Communications	50
Compensation-Related Matters	51
Table of Contents	51
Introduction	52
Regeneron’s Overall Approach to Compensation	52

2019 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

/ i

TABLE OF
CONTENTS

Compensation Discussion and Analysis	59
Our Compensation Philosophy and Objectives	3559
~~Section 1 – Summary~~Driving Innovation and Balancing Dilution		35
~~2015 Performance Overview~~		3559
Compensation ~~Objectives and Elements~~Program Simplicity		3760
~~Highlights of Compensation Policies and Practices~~At-Risk, Performance-Based Pay		3961
~~Section 2 – Analysis of 2015 Executive Compensation Based on Compensation Objectives~~Year-over-Year Consistency		4061
~~Pay for~~Linking Compensation to Long-Term Performance	61
Use of Independent Expertise and Comparative Data	62
40Measurable Results	62
Components of Executive Pay: What We Pay and Why We Pay It	63
Base Salary	64
Annual Cash Incentive	64
Annual Equity Awards	67
Perquisites and Personal Benefits	69
Potential Severance Payments	69
Our Compensation Processes	70
Our Compensation Committee	70
Management	70
Shareholder ~~Alignment~~Input and Outreach		4271
~~Balance between Short- and Long-Term Perspectives~~Independent Compensation Consultant		45
~~Market Competitiveness and Employee Retention~~		48

~~Table of Contents~~


~~Section 3 – Executive Compensation Process and Considerations~~		49
~~Overview~~		4973
Peer ~~Group~~Data		5073
~~Compensation Consultant Independence~~Risk Assessment		51
~~Stock Ownership Guidelines~~		52
~~Say-on-Pay Response~~		52
~~Consideration of Risk in Company Compensation Policies~~		5375
Tax Implications		5475
~~Section 4 – Elements of Executive Compensation~~		54
~~Base Salary~~		54
~~Annual Cash Bonus~~		55
~~Annual Stock Option Awards~~		57
~~Perquisites and Other Personal Benefits~~		58
~~Potential Severance Benefits~~		59
Compensation Committee Report		6077
Compensation Committee Interlocks and Insider Participation	77
Compensation Dashboard	78
2018 Executive Compensation Tables	6078
2018 Summary Compensation Table		6178
2018 Grants of Plan-Based Awards		6379
Outstanding Equity Awards at 2018 Fiscal Year-End		6480
2018 Option Exercises and Stock Vested		6682
Post-Employment Compensation	82
Additional Compensation Information	6686
~~Additional Equity Compensation Information~~Annual Cash Incentive		7086
~~Corporate Governance Aspects of the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan~~Perquisites and Personal Benefits	87
Potential Severance Payments	88
70Pay Ratio	89
Equity Compensation ~~Plan~~ Information		7190
~~Other Matters~~		72
OTHER MATTERS		92

Appendix ~~A –~~A: Note Regarding Forward-Looking Statements and Non-GAAP Financial ~~Measures; Reconciliation of GAAP Net Income to Non-GAAP Net Income (Unaudited)~~Measures		~~A-1~~94

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.

ii /

2019 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

~~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.USERS’ GUIDE

~~Table of Contents~~

~~Proxy Summary~~

The summary below highlights information that is described in more detail elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and we urge you to read the entire proxy statement carefully before voting.PROXY DASHBOARD

~~General Information~~ ~~(see "General Information about the Meeting" on page 6 for more information)~~

GENERAL INFORMATION

Meeting Date:	Time:	Location:	Record Date:
~~Date:~~JUNE 14, 2019	10:30 A.M., ET	WESTCHESTER MARRIOTT HOTEL	APRIL 17, 2019
		~~June 10, 2016~~
~~Time:~~		~~10:30 a.m., Eastern Time~~
~~Place:~~		~~Westchester Marriott Hotel,~~ 670 White Plains Road
		Tarrytown, New York 10591

MEETING AGENDA

~~Record Date:~~

~~April 14, 2016~~

~~Meeting Agenda~~


Matter			Board Vote Recommendation
1.	1	Election of ~~three~~four Class I directors for a term of three years	~~For~~ FOReach director nominee
2.	2	Ratification of the appointment of PricewaterhouseCoopers LLP as the ~~Company's~~Company’s independent registered public accounting firm for the fiscal year ending December 31, ~~2016~~2019	~~For~~FOR

~~Proposal No. 1 –~~

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 dedication to science and its core competencies and primary value driver. Our ~~Director Nominees~~ ~~(see "Proposal~~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 12 members are diverse by gender, race, or national origin.

Please refer to “Proposal No. 1: Election of ~~Directors" on page 10~~Directors” for ~~more information)~~additional information.

~~The following individuals have been nominated for election at the 2016 Annual Meeting:~~

Director
Class

Name
Age*
Director
Since

Occupation
Independent
Committee
Memberships
Class I Michael S. Brown, M.D. 75 1989 Distinguished Chair in Biomedical Sciences, Regental Professor of Molecular Genetics, and Director of the Jonsson Center for Molecular Genetics, University of Texas Southwestern Medical Center at Dallas ü Technology Committee (Chairman)

Corporate Governance and Compliance Committee
Class I Leonard S. Schleifer, M.D., Ph.D. 63 1988 President and Chief Executive Officer of Regeneron Pharmaceuticals, Inc. Technology Committee (Ex Officio Member)
Class I George D. Yancopoulos, M.D., Ph.D. 56 2001 President, Regeneron Laboratories and Chief Scientific Officer of Regeneron Pharmaceuticals, Inc. Technology Committee (Ex Officio Member)

*: ~~As of April 14, 2016.~~

~~Proxy Summary~~

~~Table of Contents~~

~~Each director nominee is a current director and attended at least 75% of the aggregate of all 2015 meetings of the board of directors and each committee on which he served.~~

~~Corporate Governance~~ ~~(see "Corporate Governance" on page 15 for more information)~~WE SEEK RATIFICATION OF OUR AUDITORS

Regeneron is committed to good corporate governance, which we believe promotes the long-term interests of shareholders, strengthens the accountability of the board of directors and management, and helps build trust in the Company. The following chart summarizes key information regarding our corporate governance.


~~Board and Other Governance Information~~		~~2016~~*
~~Size of Board~~		10
~~Number of Independent Directors~~		7
~~Separate Chairman and Chief Executive Officer~~		ü
~~Majority Voting in the Election of Directors~~		ü
~~Director Resignation Policy~~		ü
~~Number of Meetings of the Board of Directors Held in 2015~~		7
~~Independent Directors Meet in Executive Sessions Without Management Present~~		ü
~~Code of Business Conduct and Ethics Applicable to All Employees, Officers, and Directors~~		ü
~~Annual Board and Committee Self-Evaluations~~		ü
~~Stock Ownership Guidelines for Directors and Senior Executives~~		ü
~~Active Shareholder Engagement~~		ü
~~Shareholder Right to Remove Directors for Cause~~		ü
~~Shareholder Right to Call Special Shareholder Meeting~~		ü

*: ~~As of April 14, 2016.~~

~~Proposal No. 2 – Ratification of PricewaterhouseCoopers LLP~~ ~~(see "Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm" on page 33 for more information)~~

We ~~ask that~~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 ~~shareholders~~independent registered public accounting firm, PricewaterhouseCoopers LLP. In this proxy statement, we are asking you to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2016. Below is a summary of fees related to services provided to the Company by PricewaterhouseCoopers LLP for the years ended December 31, 2015 and 2014.

2015
2014
Audit Fees
$ 1,721,000 $ 1,567,493
Audit-Related Fees
2,007 –
All Other Fees
4,637 4,812

Total Fees
$ 1,727,644 $ 1,572,305

~~2015 Performance Overview~~ ~~(see "Executive Compensation – Compensation Discussion and Analysis – Section 1 – Summary – 2014 Performance Overview" on page 35 for more information)~~

~~2015 was another extraordinary year for Regeneron. Our key accomplishments in 2015 included:~~

•: ~~47% growth in EYLEA® (aflibercept) Injection global net product sales as compared to 2014;~~

•: ~~46% growth in~~ our ~~total revenues as compared to 2014;~~
•: 19% growth in non-GAAP net income as compared to 2014 (non-GAAP net income is not a measure calculated in accordance with U.S. Generally Accepted Accounting Principles; see Appendix A for a definition of non-GAAP net income and a reconciliation of non-GAAP net income to net income);
•: advances in our EYLEA® franchise, including regulatory approval of EYLEA® for the treatment of visual impairment due to macular edema secondary to retinal vein occlusion and the treatment of visual impairment secondary to myopic choroidal neovascularization in the European Union; regulatory approval of EYLEA® for the treatment of diabetic retinopathy in patients with diabetic macular edema in the United States; and regulatory approval of EYLEA® for the treatment of retinal vein occlusion in Japan;
•: regulatory approval and launch of Praluent® (alirocumab) Injection, the first drug approved by the U.S. Food and Drug Administration ("FDA") in a new class of drugs that lower LDL ("bad") cholesterol;
•: positive Phase 3 data for sarilumab from three Phase 3 studies in patients with rheumatoid arthritis (SARIL-RA-TARGET, SARIL-RA-EASY, and SARIL-RA-ASCERTAIN) and submission of a Biologics License Application for sarilumab with the FDA;

~~Proxy Summary~~

~~Table of Contents~~

•: ~~positive pivotal Phase 2b data for dupilumab in asthma and completion of enrollment of the dupilumab atopic dermatitis Phase 3 studies;~~
•: ~~new collaboration agreement relating to fasinumab with Mitsubishi Tanabe Pharma Corporation for Japan, Korea, and nine other Asian countries, excluding China;~~
•: ~~initiation of Phase 3 clinical study of REGN2222 for Respiratory Syncytial Virus;~~
•: continued growth of our clinical development pipeline, as evidenced by the submission of one Investigational New Drug Application with the FDA in 2015 and 13 product candidates (consisting of one Trap-based and 12 fully-human monoclonal antibody product candidates based on the Company's~~VelocImmune®~~ ~~technology) in clinical development as of December 31, 2015;~~
•: ~~new global strategic collaboration with Sanofi to discover, develop, and commercialize antibody-based cancer treatments in the field of immuno-oncology; and~~
•: further important steps to support our current and future growth, including adding two new buildings in the Tarrytown campus providing nearly 300,000 square feet of additional laboratory and office space; significant progress with the construction of a new manufacturing facility in Limerick, Ireland; and increasing headcount on a year-over-year basis by approximately 47% as of December 31, 2015.

Our strong performance is reflected in the appreciation of our stock price, which increased 32%, 217%, and 1554% over the one-, three-, and five-year periods ended December 31, 2015, respectively. This shareholder return places our common stock performance in the 85^th~~, 90~~^th~~, and 99~~^th ~~percentile, respectively, of all NASDAQ-listed companies with a market capitalization greater than $5 billion in those periods.~~

~~Executive Compensation~~ ~~(see "Executive Compensation" on page 35 for more information)~~

We believe that the leadership of the current executive team has been instrumental to our success in 2015 and prior years, and that an executive compensation program that attracts, motivates, and helps retain key executives, including the Named Officers, is critical to our long-term success.

The main objectives of our executive compensation program are to pay for performance; closely align the interests of shareholders and management; strike a balance between short- and long-term perspectives and support our long-term growth prospects; and attract and retain highly skilled and talented executives in a competitive marketplace.

~~These objectives were reflected in our 2015 compensation decisions in a number of ways, including the following:~~

•

~~We believe in performance-based compensation and long-term incentives.~~ In 2015, we continued to rely primarily on performance-based compensation, both for our short-term (cash bonus) and long-term incentives (stock option awards). This emphasis on performance-based compensation (particularly long-term incentives in the form of stock options) has been a consistent part of our philosophy since Regeneron's inception, including prior to the significant appreciation in Regeneron's stock price that began in early 2011.

•

We believe that time-based stock options are inherently performance based, as they provide value to employees only if there is future stock price appreciation and do not provide any value to employees if the stock price declines below the exercise price. As illustrated by the charts in "Executive Compensation – Compensation Discussion and Analysis – Section 2 – Analysis of 2015 Executive Compensation Based on Compensation Objectives," this emphasis on stock options has resulted in close alignment of our Chief Executive Officer's compensation in 2015 and over the last five years with the performance of our common stock over those periods:

o: Both in 2015 and over the five-year period ended December 31, 2015, the year-over-year increases in our Chief Executive Officer's compensation were principally attributable to the significant appreciation in our stock price, which increased the reported grant date fair value of our Chief Executive Officer's stock option awards as determined according to the Black-Scholes model for valuing stock options.
o: Over the same periods, the Black-Scholes grant date fair value of stock option grants to our Chief Executive Officer increased less than the appreciation of our stock price, in part because the absolute number of stock options granted to our Chief Executive Officer decreased in the last three years. The number of shares underlying the annual stock option award to our Chief Executive Officer in 2015 was approximately 39% lower than in 2012, while the stock price appreciated 217% over the same period. As a result, the appreciation in the reported value of our Chief Executive Officer's pay was significantly below the appreciation of our stock price, both cumulatively over the five-year period and on a year-over-year basis. This means that the value of our long-term shareholders' investment in Regeneron grew more rapidly than our CEO's pay over those periods.
o: To further illustrate this point, over the last five years, our Chief Executive Officer's total direct compensation, as a percentage of Regeneron's capitalization in the year in which the compensation was awarded, decreased from 0.20% to 0.08%.

~~Proxy Summary~~

~~Table of Contents~~

o: As a result of our emphasis on performance-based compensation, on a relative basis when compared to our Peer Group, the total direct compensation of our Chief Executive Officer over the last three years was also closely aligned with the performance of our common stock even when taking into account the reported grant date fair value of our Chief Executive Officer's stock option awards as determined according to the Black-Scholes model.

•

~~We believe in year-over-year consistency in making compensation decisions and in striking a balance between the dilutive impact of equity grants and the competitiveness of our compensation program.~~ In our compensation decisions, we focus on the number of shares underlying equity awards relative to the number of basic shares of common stock outstanding, rather than the grant date fair value of the award (as determined according to the Black-Scholes model). We believe this ownership- and dilution-based approach to awarding stock options provides a better measure of the amount of potential increases in shareholder value that would be shared by the awards and allows us to evaluate such grants on a consistent basis as compared to other companies and regardless of fluctuations in the price of Regeneron's or other companies' common stock. Further, focusing on the number of shares and the incremental sharing rate of potential future upside (rather than targeting a specific Black-Scholes grant date fair value) avoids rewarding officers with larger grant sizes following a decline in our stock price.

o: ~~As a percentage of the total basic shares outstanding, the 2015 stock option award to our Chief Executive Officer was significantly below the 75~~^th ~~percentile of the companies included in the 2015 Radford Global Life Sciences Survey and only slightly above the 50~~^th ~~percentile (at 0.166% compared to 0.290% and 0.154%, respectively). In addition, this award was below the 50~~^th ~~percentile of our Biotech R&D Peers (which was 0.183%).~~
o: ~~In 2015, the Compensation Committee reduced the number of shares underlying the annual stock option awards to the Named Officers by 15% compared to 2014 (other than~~

: Mr. Terifay's award, which remained at the 2014 level due to his promotion to Executive Vice President, Commercial). This decrease constituted the third consecutive double-digit percentage decrease in the annual grant of stock options to our Named Officers, in each case following outstanding TSR performance. In reducing the size of 2015 annual stock option awards to executives, the Compensation Committee sought to reduce the potential dilutive impact of new equity awards without adversely affecting the competitiveness of our executive compensation program, which has successfully motivated our senior management team to deliver high operating performance and shareholder value.
o: We continued to pay close attention to our burn rate. Despite the expansive growth of our employee base, which increased by 121% between 2012 and 2015 (from 1,950 full-time employees to 4,303 full-time employees), our burn rate decreased from 5.4% to 4.4% over the same period, and we maintained a three-year burn rate average of 4.1% in 2015. We achieved this reduction through implementing three consecutive double-digit percentage decreases in the number of shares underlying annual stock option awards, without eliminating the broad-based nature of our equity compensation program.
o: We believe our approach to equity compensation has helped us to successfully grow and manage employee attrition, as evidenced by our 2015 employee turnover of approximately 6%, which compares favorably to the average employee turnover of approximately 18% for the life sciences sector based on the Fourth Quarter 2015 Radford Global Life Sciences Trends Report.

~~Our Compensation Policies and Practices~~

~~We have compensation policies and practices designed to enhance governance of our executive compensation program and to further our compensation objectives. These policies and practices include:~~


~~Engagement and use of an independent compensation consultant by the Compensation Committee~~		~~No "single trigger" change-in-control severance or vesting arrangements for the Named Officers~~
~~Stock ownership guidelines for senior executives and directors~~		Policy against including excise tax gross-up provisions with respect to payments contingent upon a change in control of Regeneron in compensatory arrangements with executive officers, including the Named Officers (other than CEO employment agreement)
~~Transparent equity granting process and practices~~		~~Limited perquisites~~
~~Policy regarding recoupment or reduction of incentive compensation that is applicable to officers, including the Named Officers~~		~~Compensation Committee and non-employee director oversight of our compensation program~~
~~Prohibition against hedging and pledging of our securities by directors and employees~~		~~Prudent management of compensation-related risks~~

~~Proxy Summary~~

~~Table of Contents~~




		*~~2015 Shareholder Outreach~~*
		We have instituted an ongoing shareholder outreach program through which we seek input from our institutional investors and other shareholders regarding our executive compensation and other governance practices, and implement appropriate changes based on this input. We value shareholder views and insights and believe that constructive and meaningful dialogue allows us to develop broader relationships with investors over the long-term and builds informed relationships that promote transparency and accountability. We continued our shareholder outreach efforts in 2015 and engaged in discussions with shareholders collectively representing approximately 47% of the shares of common stock outstanding as of December 31, 2015 (excluding shares held our directors and executive officers and Sanofi). Below is a summary of recent changes we have adopted based on shareholder feedback and other relevant considerations:


~~What We Heard~~	~~What We Did~~	~~When Implemented~~
~~Concern about size of NEO equity awards~~	~~Implemented another double-digit percentage decrease in the number of shares underlying the annual stock option awards to our CEO, CSO, CFO, and EVP, Research & Development~~	~~December 2015 (earlier reductions implemented in December 2013 and December 2014)~~
~~Concern about burn rate~~	Implemented across-the-board decrease in the number of shares underlying employee annual stock option awards; maintained a three-year burn rate average of 4.1% despite a 121% increase in the number of employees over the same period	~~December 2015 (earlier reductions implemented in December 2013 and December 2014)~~
~~Continue to implement corporate governance best practices~~	~~Adopted majority voting standard in the election of directors~~	~~January 2016~~

~~Proxy Summary~~

~~Table of Contents~~

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

~~April 26, 2016~~

~~PROXY STATEMENT~~

~~General Information about the Meeting~~

~~Where and when will the 2016 Annual Meeting be held?~~

The 2016 Annual Meeting of Shareholders of Regeneron Pharmaceuticals, Inc. ("Regeneron," "Company," "we," "us," and "our") is scheduled for June 10, 2016, commencing at 10:30 a.m., Eastern Time, at the Westchester Marriott Hotel, 670 White Plains Road, Tarrytown, New York 10591. If you are planning to attend the meeting, directions to this location are available on our website at~~http://newsroom.regeneron.com~~.

~~Why did you 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, 2015 filed with the SEC on February 11, 2016 (the "2015 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 27, 2016. 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.

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

~~Shareholders who previously elected to access the proxy materials over the Internet 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.

~~Can you vote your 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 we send you the Notice?~~

We sent you the Notice regarding this proxy statement because Regeneron's board of directors is asking (technically called soliciting) holders of the Company's common stock, par value $0.001 per share ("common stock"), and Class A stock, par value $0.001 per share ("Class A stock"), to provide proxies to be voted at our 2016 Annual Meeting of Shareholders or at any adjournment(s) or postponement(s) of the meeting.

~~Who is entitled to vote at the Annual Meeting?~~

Only shareholders of record at the close of business on the record date, April 14, 2016, are entitled to vote at the Annual Meeting shares of common stock and/or Class A stock held of record on that date. As of April 14, 2016, 103,165,457 shares of common stock and 1,913,136 shares of 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.

~~General Information about the Meeting~~

~~Table of Contents~~

~~What are you being asked to vote on?~~

~~We are asking you to vote on:~~

•

~~election of three Class I directors for a term of three years (Proposal No. 1); and~~

•

~~ratification of the appointment of PricewaterhouseCoopers LLP as the Company's~~ independent registered public accounting firm for the fiscal year ending December 31, ~~2016 (Proposal~~2019.

Please refer to “Proposal No. ~~2).~~

2: Ratification of Appointment of Independent Registered Public Accounting Firm” for additional information.

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USERS’ GUIDE / GENERAL INFORMATION ABOUT THE MEETING

GENERAL INFORMATION ABOUT THE MEETING

ANNUAL MEETING INFORMATION

When is the Annual Meeting?

June 14, 2019

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 athttp://newsroom.regeneron.com.

Can I vote at the Annual Meeting?

Only shareholders of record at the close of business on the record date, April 17, 2019, are entitled to vote at the Annual Meeting. As of April 17, 2019, 107,727,418 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 athttp://newsroom.regeneron.com.

What is on the agenda for the meeting?

1 Election of four Class I 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, 2019

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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USERS’ GUIDE / GENERAL INFORMATION ABOUT THE MEETING

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, 2018 filed with the SEC on February 7, 2019 (the “2018 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. This method reduces the environmental impact of the Annual Meeting. The Notice will be mailed beginning on or about April 26, 2019. 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?

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 2019 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. 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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USERS’ GUIDE / GENERAL INFORMATION ABOUT THE MEETING

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 visitingwww.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 13, 2019.

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 13, 2019.

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 atwww.proxyvote.com by 11:59 p.m., Eastern Time, on June 11, 2019, (2) by calling 1-800-690-6903 by 11:59 p.m., Eastern Time, on June 11, 2019, 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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USERS’ GUIDE / GENERAL INFORMATION ABOUT THE MEETING

What are the ~~board's~~board’s recommendations?

The board of directors recommends that you vote:

•: ~~FOR~~ ~~election of each of the three nominated Class I directors (Proposal No. 1); and~~
•: ~~FOR~~ ~~ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2016 (Proposal No. 2).~~

~~How can you vote?~~

FORelection of each of the four nominated Class I directors (Proposal No. 1)

FORratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2019 (Proposal No. 2)

~~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 9, 2016.

~~Via telephone.~~ If you received printed copies of the proxy materials, 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 9, 2016.

~~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.~~

~~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 are you being asked to vote on?", 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.

~~What constitutes a quorum?~~

~~General Information about the Meeting~~

~~Table of Contents~~

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	~~Effect of~~ ~~Abstentions~~*		Broker Discretionary Voting Allowed?+²
~~Proposal No. 1:~~ 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~~ Not considered votes cast on this proposal		No ~~— brokers~~ Brokers without voting instructions will not be able to vote on this proposal
~~Proposal No. 2:~~ 2	Ratification of the Appointment ofPricewaterhouseCoopers LLP	Majority of the votes cast		No effect ~~— not~~ Not considered votes cast on this proposal	Yes	~~Yes — brokers~~Brokers without voting instructions will have discretionary ~~voting~~ 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.

+: 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 you are a Regeneron employee or former employee, how do you vote shares in the Company Stock Fund in your 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 7, 2016, (2) by calling 1-800-690-6903 by 11:59 p.m., Eastern Time, on June 7, 2016, 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 you change your vote or revoke your proxy?~~

Yes. You may change your vote or revoke your proxy at any time before the proxy is exercised. If you voted by proxy electronically through the Internet or by telephone as described above, you may simply vote again at a later date using the same procedures, in which case the later submitted proxy will be recorded and the earlier vote revoked. If you submitted your proxy by mail, you must (i) file 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 or (ii) duly execute a later dated proxy relating to the same shares and deliver it to the Secretary of the Company or other designee before the taking of the vote at the Annual Meeting. Attendance at the Annual Meeting will not have the effect of revoking a proxy unless you 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.

~~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

~~General Information about the Meeting~~

~~Table of Contents~~

have engaged Innisfree M&A Incorporated to assist in the solicitation of proxies and provide related advice and informational support for a services fee and the reimbursement of customary disbursements that are not expected to exceed $25,000 in the aggregate. We will bear all costs of the solicitation of proxies.

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

INFORMATION ABOUT REGENERON

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

•	Working at Regeneron	•	Our Post-doctoral Training Program
•	Our Science Research Mentorship Program	•	Regeneron employee volunteer programs
•	The Regeneron Science Talent Search	•	Our patient support programs
•	STEM Teaching Fellowship	•	Our environmental sustainability efforts
•	Our Graduate Internship Program	•	Our commitment to global transparency

2019 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

/ 5

~~General Information about the Meeting~~

~~Table of Contents~~

From Left:

~~Proposal No. 1: Election of Directors~~

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 three members in Class I and Class II and four members in Class III. 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 I Directors expire at the 2016 Annual Meeting;~~
•: ~~The terms of the Class II Directors expire at the 2017 Annual Meeting; and~~
•: ~~The terms of the Class III Directors expire at the 2018 Annual Meeting.~~

~~The board of directors, upon the recommendation of the Corporate Governance and Compliance Committee, has nominated for election at the 2016 Annual Meeting~~ N. Anthony Coles, M.D. / Arthur F. Ryan / Michael S.

Brown, M.D., / George L. Sing / Bonnie L. Bassler, Ph.D. / Leonard S. Schleifer, M.D., Ph.D.~~, and~~ / P. Roy Vagelos, M.D. / George D. Yancopoulos, M.D., Ph.D. ~~as Class I Directors for a three-year term expiring~~/ Christine A. Poon / Joseph L. Goldstein, M.D. / Huda Y. Zoghbi, M.D. / Marc Tessier-Lavigne, Ph.D.

6 /	2019 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

BOARD OF DIRECTORS

MEET THE BOARD

As the first substantive order of business at the 2019 Annual ~~Meeting.~~

~~Biographical information~~Meeting, you have an opportunity to vote on four members of our board of directors. This is ~~given below, as of April 14, 2016, for each nominee for Class I Director, and for each~~the right starting point not only because the board oversees Regeneron, but because understanding the Regeneron board leads to a better understanding of the ~~other~~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 ~~whose term of office will continue after the 2016 Annual Meeting. All the nominees~~ are ~~presently directors and were previously elected by the shareholders. None~~members of the ~~corporations~~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 12 members are diverse by gender, race, 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.~~national origin.

The board of directors unanimously recommends a vote FOR the election of Michael S. Brown, M.D., Leonard S. Schleifer, M.D., Ph.D., and George D. Yancopoulos, M.D., Ph.D. as Class I Directors for a three-year term expiring at the 2019 Annual Meeting.

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. 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.

~~Charles A.~~
~~Baker~~

Michael S.
Brown,
M.D.

N.
Anthony

Coles, M.D.

Joseph L.
Goldstein,
M.D.

Christine

A. Poon

~~Christine A.~~Arthur
~~Poon~~F. Ryan

~~Arthur F.~~
~~Ryan~~

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

George

L. Sing

~~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

•

·•

•

·•

~~Executive/Leadership Experience~~

~~Science/Biotech Background~~

~~Research/Academic Experience~~

Business Strategy/Operations Experience

•

Financial Expertise

•

·•

•

·•

~~Financial Expertise~~

Public Company CEO Experience

•

National Academy of Sciences Membership

•

2019 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

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BOARD OF DIRECTORS / MEET THE BOARD

NOMINEES FOR CLASS I DIRECTORS

FOR ELECTION AT THE 2019 ANNUAL MEETING FOR A TERM EXPIRING AT THE 2022 ANNUAL MEETING¹

BONNIE L. BASSLER, PH.D.

Director since: 2016

Age: 56

Independent

Scientific Society Memberships

•	The National Academy of Sciences
•	The American Academy of Arts and Sciences
•	The Royal Society of London
•	The American Philosophical Society

Other Public Boards

•	Kaleido Biosciences, Inc.
•	Sanofi (until 2016)

Experience and Qualifications

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 and currently serves on the board of directors of Kaleido Biosciences, Inc.

Dr. Bassler’s extensive research experience and her scientific and academic career and accomplishments, as well as her experience as a corporate director, led to the board’s decision to nominate Dr. Bassler for reelection to the board.

Board and Committee Membership — 2018 Attendance

Board of Directors	·	·	·6/6
Corporate Governance and Compliance Committee	5/5
Technology Committee	3/3

Prior Voting Results — 2017

For	99.6%
Against	0.4%

Regeneron Securities Beneficially Owned as of April 17, 2019

Options	16,042
Restricted Stock Units (“RSUs”)															145

~~Proposal No. 1: Election of Directors~~

~~Table of Contents~~

~~Nominees~~Biographical information is given, as of April 17, 2019, for each nominee for Class I ~~Directors~~Director and for ~~Election at~~each of the ~~2016 Annual Meeting~~
~~for a Term Expiring at~~other directors whose term of office will continue after the 2019 Annual ~~Meeting~~

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.

8 /

2019 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

BOARD OF DIRECTORS / MEET THE BOARD

MICHAEL S. BROWN, M.D.

Director since: 1991

Age: 78

Independent

Scientific Society Memberships

•		The National Academy of Sciences
•	The National Academy of Medicine
•	The Royal Society of London

Experience and Qualifications

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 to the board’s decision to nominate Dr. Brown for reelection to the board.

Board and Committee Membership — 2018 Attendance

Board of Directors	6/6
Corporate Governance and Compliance Committee	5/5
Technology Committee (Chairman)	3/3

Prior Voting Results — 2016

For	90.8%
Against	9.2%

Regeneron Securities Beneficially Owned as of April 17, 2019

Common Stock	21,099
Options	40,200
RSUs	145

2019 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

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BOARD OF DIRECTORS / MEET THE BOARD

LEONARD S. SCHLEIFER, M.D., PH.D.

Director since: 1988

Age: 66

Experience and Qualifications

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 31 years. Dr. Schleifer is a licensed physician and is certified in Neurology by the American Board of Psychiatry and Neurology. With over 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 to the board’s decision to nominate Dr. Schleifer for reelection to the board.

Board and Committee Membership — 2018 Attendance

Board of Directors	~~Michael S. Brown,~~5/5*
Technology Committee	3/3

*	Excludes one board meeting held solely in executive session.

Prior Voting Results — 2016

For	99.4%
Against	0.6%

Regeneron Securities Beneficially Owned as of April 17, 2019

Class A Stock	1,726,565
Common Stock	429,878
Options	1,986,237

10 /

2019 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

BOARD OF DIRECTORS / MEET THE BOARD

GEORGE D. YANCOPOULOS, M.D., PH.D.

Director since: 2001

Age: 59

Scientific Society Memberships

The National Academy of Sciences

Experience and Qualifications

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 seven FDA-approved drugs the Company has developed, EYLEA^®(aflibercept) Injection, Praluent^®(alirocumab) Injection, Dupixent^®(dupilumab) Injection, Kevzara^®(sarilumab) Injection, Libtayo^®(cemiplimab) 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^®, andVelocImmune^®. 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 to the board’s decision to nominate Dr. Yancopoulos for reelection to the board.

Board and Committee Membership — 2018 Attendance

Board of Directors	5/5*
Technology Committee	3/3

*	Excludes one board meeting held solely in executive session.

Prior Voting Results — 2016

For	98.9%
Against	1.1%

Regeneron Securities Beneficially Owned as of April 17, 2019

Class A Stock	42,750
Common Stock	1,108,059
Options	1,723,489

2019 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

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BOARD OF DIRECTORS / MEET THE BOARD

CLASS II DIRECTORS CONTINUING IN OFFICE

TERM EXPIRES AT THE 2020 ANNUAL MEETING

N. ANTHONY COLES, M.D.

Director since: 2017

Age: 58

Independent

Other Public Boards

•	McKesson Corporation
•	CRISPR Therapeutics AG (until 2017)

Experience and Qualifications

Dr. Coles has served as Chairman and Chief Executive Officer of Yumanity Therapeutics, LLC, a private company focused on transforming drug discovery for neurodegenerative diseases, since 2014. Prior to this, from 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 — 2018 Attendance

Board of Directors	6/6
Audit Committee	10/11

Prior Voting Results — 2017

For	99.7%
Against	0.3%

Regeneron Common Stock Beneficially Owned as of April 17, 2019

Options	12,703
RSUs	145

12 /

2019 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

BOARD OF DIRECTORS / MEET THE BOARD

JOSEPH L. GOLDSTEIN, M.D.

Director since: 1991

Age: 78

Independent

Scientific Society Memberships

•	The National Academy of Sciences
•	The National Academy of Medicine
•	The Royal Society of London

Experience and Qualifications

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.

Board and Committee Membership — 2018 Attendance

Board of Directors	6/6
Compensation Committee	10/10
Technology Committee	3/3

Prior Voting Results — 2017

For	84.6%
Against	15.4%

Regeneron Securities Beneficially Owned as of April 17, 2019

Common Stock	12,000
Options	34,450
RSUs	145

2019 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

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BOARD OF DIRECTORS / MEET THE BOARD

CHRISTINE A. POON

Director since: 2010

Age: 66

Independent

Other Public Boards

•	Prudential Financial, Inc.
•	The Sherwin-Williams Company
•	Royal Philips Electronics

Experience and Qualifications

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.

Board and Committee Membership—2018 Attendance

Board of Directors	6/6
Compensation Committee (Chairperson)	10/10
Corporate Governance and Compliance Committee	5/5

Prior Voting Results — 2017

For	84.0%
Against	16.0%

Regeneron Securities Beneficially Owned as of April 17, 2019

Common Stock	790
Options	111,730
RSUs	145

14 /

2019 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

BOARD OF DIRECTORS / MEET THE BOARD

P. ROY VAGELOS, M.D.

Director since: 1995

Age: 89

Independent

Scientific Society Memberships

•	The National Academy of Sciences
•	The National Academy of Medicine
•	The American Philosophical Society

Experience and Qualifications

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. from 1996 to 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.

Board and Committee Membership — 2018 Attendance

Board of Directors	6/6
Technology Committee	3/3

Prior Voting Results — 2017

For	99.5%
Against	0.5%

Regeneron Securities Beneficially Owned as of April 17, 2019

Common Stock	736,417
Options	1,382,808

2019 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

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BOARD OF DIRECTORS / MEET THE BOARD

HUDA Y. ZOGHBI, M.D.

Director since: 2016

Age: 64

Independent

Scientific Society Memberships

•	The National Academy of Sciences
•	The Institute of Medicine
•	The American Association for the Advancement of Science

Experience and Qualifications

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.

Board and Committee Membership — 2018 Attendance

Board of Directors	5/6
Compensation Committee	6/6*
Corporate Governance and Compliance Committee	3/3*
Technology Committee	3/3

*	Dr. Zoghbi was elected as a member of the Compensation Committee on June 8, 2018, and ceased to serve as a member of the Corporate Governance and Compliance Committee at such time.

Prior Voting Results — 2017

For	97.7%
Against	2.3%

Regeneron Securities Beneficially Owned as of April 17, 2019

Options	16,042
RSUs	145

16 /

2019 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

BOARD OF DIRECTORS / MEET THE BOARD

CLASS III DIRECTORS CONTINUING IN OFFICE

TERM EXPIRES AT THE 2021 ANNUAL MEETING

ARTHUR F. RYAN

Director since: 2003

Age: 76

Independent

Other Public Boards

Citizens Financial Group, Inc.

Experience and Qualifications

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 2007. Prior to joining Prudential in 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 2009, Mr. Ryan has served as a director of Citizens Financial Group, Inc., a retail bank holding company that became publicly traded in 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 the board to conclude that Mr. Ryan should serve as a director.

Board and Committee Membership — 2018 Attendance

Board of Directors	6/6
Audit Committee	10/11
Corporate Governance and Compliance Committee (Chairman)	5/5

Prior Voting Results — 2018

For	88.8%
Against	11.2%

Regeneron Securities Beneficially Owned as of April 17, 2019

Common Stock	28,500
Options	42,950
RSUs	145

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BOARD OF DIRECTORS / MEET THE BOARD

GEORGE L. SING

Director since: 1988

Age: 69

Independent

Experience and Qualifications

Since 1998, Mr. Sing has been a Managing Director of Lancet Capital, a venture capital investment firm in the healthcare field. From 2004 to 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 the board to conclude that Mr. Sing should serve as a director.

Board and Committee Membership — 2018 Attendance

Board of Directors	6/6
Audit Committee (Chairman)	11/11
Compensation Committee	10/10

Prior Voting Results — 2018

For	64.0%
Against	36.0%

Regeneron Securities Beneficially Owned as of April 17, 2019

Common Stock	132,272
Options	102,200
RSUs	145

18 /

2019 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

BOARD OF DIRECTORS / MEET THE BOARD

MARC TESSIER-LAVIGNE, PH.D.

Director since: 2011

Age: 59

Independent

Scientific Society Memberships

•	The National Academy of Sciences
•	The National Academy of Medicine
•	The Royal Society of London
•	The Royal Society of Canada

Other Public Boards

•	Denali Therapeutics Inc.
•	Agios Pharmaceuticals, Inc. (until 2016)
•	Juno Therapeutics, Inc. (until 2016)
•	Pfizer Inc. (until 2015)

Experience and Qualifications

Dr. Tessier-Lavigne has been the President of Stanford University since 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 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 the board to conclude that Dr. Tessier-Lavigne should serve as a director.

Board and Committee Membership — 2018 Attendance

Board of Directors	5/6
Technology Committee	3/3

Prior Voting Results — 2018

For	94.8%
Against	5.2%

Regeneron Securities Beneficially Owned as of April 17, 2019

Common Stock	1,187
Options	71,479
RSUs	145

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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 atwww.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 2018.

AUDIT COMMITTEE

~~Director since: 1991~~
~~Age: 75~~
~~Independent~~

MICHAEL S. BROWN, M.D., 75, has been a Director of the Company since June 1991. Dr. Brown holds the Distinguished Chair in Biomedical Sciences, a position he has held since 1989, 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 (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 to the board to conclude that Dr. Brown should serve as a director.

Members

George L. Sing,Chairman

Charles A. Baker

(until his retirement on June 8, 2018)

N. Anthony Coles, M.D.

Arthur F. Ryan

Number of Meetings Held in 2018

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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board of directors/BOARD COMMITTEES

COMPENSATION COMMITTEE

Members

Christine A. Poon,Chairperson

Charles A. Baker
(until his retirement on June 8, 2018)

Joseph L. Goldstein, M.D.

George L. Sing

Huda Y. Zoghbi, M.D.
(since June 8, 2018)

Number of Meetings Held in 2018

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.
(until June 8, 2018)

Number of Meetings Held in 2018

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.

• Review, and 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.

• Oversee the Company’s key corporate responsibility initiatives and conduct a periodic review of environmental, social, and governance matters.

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. Huda Y. Zoghbi, M.D. Leonard S. Schleifer, M.D., Ph.D.
~~Director since: 1988~~ ~~Age: 63~~	LEONARD S. SCHLEIFER, M.D., Ph.D., 63, co-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 is a licensed physician and is certified in Neurology by the American Board of Psychiatry and Neurology. With more than 25 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.

	¹ George D. Yancopoulos, M.D., Ph.D.¹ Number of Meetings Held in 2018 3	Key Functions • Review and evaluate the Company’s research and clinical development programs, plans, and policies.

1Ex OfficioMember.

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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 Class I, five members in Class II, and three members in Class III. 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 I Directors expire at the 2019 Annual Meeting;

~~Director since: 2001~~ ~~Age: 56~~•		GEORGE D. YANCOPOULOS, M.D., Ph.D., 56, joined the Company in 1989 as its Founding Scientist and is currently President, Regeneron Laboratories and Chief Scientific Officer. While holding leadership positions, Dr. Yancopoulos headed the Company's laboratories and science organization since joining the Company and, in 1998, was named the Company's first Chief Scientific Officer. Dr. Yancopoulos joined the board in 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 memberThe terms of the National Academy of Sciences. Dr. Yancopoulos, together with key members of his team, is a principal inventor and developer of the four FDA-approved drugs the Company has developed, EYLEA® (aflibercept) Injection, Praluent® (alirocumab) 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 leading and managing a complex research and development organization and his in-depth knowledge of the Company's technologies and research and development programs. 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.

~~Proposal No. 1: Election of Directors~~

~~Table of Contents~~

Class II Directors ~~Continuing in Office~~
~~Term Expires~~expire at the ~~2017~~2020 Annual ~~Meeting~~

		Meeting; and
	~~Joseph L. Goldstein, M.D.~~
~~Director since: 1991~~ ~~Age: 75~~ ~~Independent~~•	~~JOSEPH L. GOLDSTEIN, M.D., 75, has been a Director~~The terms of the Company since June 1991. 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 (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 to the board's decision to nominate Dr. Goldstein for reelection to the board.

	~~Christine A. Poon~~
~~Director since: 2010~~ ~~Age: 63~~ ~~Independent~~	CHRISTINE A. POON, 63, has been a director of the Company since November 2010. 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 to the board's decision to nominate Ms. Poon for reelection to the board.

	~~P. Roy Vagelos, M.D.~~
~~Director since: 1995~~ ~~Age: 86~~	P. ROY VAGELOS, M.D., 86, has been Chairman of the Board of the Company since January 1995. 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. During his tenure as Chairman of the Company 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 to the board's decision to nominate Dr. Vagelos for reelection to the board.

~~Proposal No. 1: Election of Directors~~

~~Table of Contents~~

Class III Directors ~~Continuing in Office~~
~~Term Expires~~expire at the ~~2018~~2021 Annual ~~Meeting~~

Meeting.

BOARD MEETINGS AND ATTENDANCE OF DIRECTORS


		~~Charles A. Baker~~
~~Director since: 1989~~ ~~Age: 83~~ ~~Independent~~		CHARLES A. BAKER, 83, has been a Director of the Company since February 1989. In September 2000, Mr. Baker retired as Chairman, President, and Chief Executive Officer of The Liposome Company, Inc., a biopharmaceutical company, a position he had held since December 1989. During his career, Mr. Baker served in a senior management capacity in various other pharmaceutical companies, including tenures as Group Vice President, Squibb Corporation (now Bristol-Myers Squibb Company) and President, Squibb International, and various senior executive positions at Abbott Laboratories and Pfizer Inc. From 1994 to 2013, Mr. Baker served as a member of the board of directors of Progenics Pharmaceuticals, Inc., a biopharmaceutical company. Mr. Baker's substantial commercial experience gained from leadership roles at biopharmaceutical and pharmaceutical companies, his extensive industry knowledge, his having overseen the approval, manufacture, and marketing of pharmaceutical products throughout the world and having led a biotechnology company to sustained profitability, and his significant understanding of the Company led the board to conclude that Mr. Baker should serve as a director.

		~~Arthur F. Ryan~~
~~Director since: 2003~~ ~~Age: 73~~ ~~Independent~~		ARTHUR F. RYAN, 73, has been a Director of the Company since January 2003. 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 the board to conclude that Mr. Ryan should serve as a director.

		~~George L. Sing~~
~~Director since: 1988~~ ~~Age: 66~~ ~~Independent~~		GEORGE L. SING, 66, has been a Director of the Company since January 1988. Since 1998, he 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., 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 the board to conclude that Mr. Sing should serve as a director.

~~Proposal No. 1: Election~~The board held six regular meetings in 2018. All directors attended at least 75% of ~~Directors~~

~~Table~~the total number of ~~Contents~~


		~~Marc Tessier-Lavigne, Ph.D.~~
~~Director since: 2011~~ ~~Age: 56~~ ~~Independent~~		MARC TESSIER-LAVIGNE, Ph.D., 56, has been a Director of the Company since November 2011. Dr. Tessier-Lavigne has been the President of The Rockefeller University since March 2011 and is a Carson Family Professor and head of the Laboratory of Brain Development at The Rockefeller University. In February 2016, he was appointed the President of Stanford University effective September 1, 2016. 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 the United Kingdom and Canada. Dr. Tessier-Lavigne is a member of the Board of Directors of Agios Pharmaceuticals, Inc. and Juno Therapeutics, Inc., and previously served on the board of directors of Pfizer 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 the board to conclude that Dr. Tessier-Lavigne should serve as a director.

~~Proposal No. 1: Election of Directors~~

~~Table of Contents~~

~~Corporate Governance~~

~~Overview~~

~~Regeneron is committed to good corporate governance, which we believe promotes the long-term interests of shareholders, strengthens the accountability~~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 attended our 2018 Annual Meeting of Shareholders.

~~and management, and helps build trust in the Company. The following chart summarizes key information regarding our corporate governance.~~PROCEDURES RELATING TO NOMINEES; BOARD SUCCESSION PLANNING


~~Board and Other Governance Information~~		~~2016~~*
~~Size of Board~~		10
~~Number of Independent Directors~~		7
~~Separate Chairman and Chief Executive Officer~~		ü
~~Majority Voting in the Election of Directors~~		ü
~~Director Resignation Policy~~		ü
~~Number of Meetings of the Board of Directors Held in 2015~~		7
~~Independent Directors Meet in Executive Sessions Without Management Present~~		ü
~~Code of Business Conduct and Ethics Applicable to All Employees, Officers, and Directors~~		ü
~~Annual Board and Committee Self-Evaluations~~		ü
~~Stock Ownership Guidelines for Directors and Senior Executives~~		ü
~~Active Shareholder Engagement~~		ü
~~Shareholder Right to Remove Directors for Cause~~		ü
~~Shareholder Right to Call Special Shareholder Meeting~~		ü

*: ~~As of April 14, 2016.~~

~~Procedures Relating to Nominees~~

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 ~~nomination~~recommendation in compliance with the requirements of our ~~by-laws and the~~ Guidelines Regarding Director Nominations, which are available on our website atwww.regeneron.com under the ~~"Corporate Governance"~~“Corporate Governance” heading on the ~~"Investors~~“Investors & ~~Media"~~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~~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~~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 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.

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board of directors/BOARD GOVERNANCE

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.

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BOARD OF DIRECTORS / BOARD GOVERNANCE

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 ~~reviews such director's overall service~~conduct self-assessments to ensure effective performance and to identify opportunities for improvement. As the ~~Company during~~first step in the ~~director's term~~self-assessment process, directors complete a comprehensive questionnaire, which asks them to consider various topics related to board and ~~also considers~~committee composition, structure, effectiveness, and responsibilities, as well as satisfaction with the ~~director's interest in continuing~~schedule, materials, and discussion topics. Each committee, as well as the board as a ~~member of~~whole, then reviews and assesses the ~~board. In the case of a new director candidate, the Corporate Governance~~responses 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,~~presents its findings 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~~

~~Corporate Governance~~

~~Table of Contents~~

~~nominees for~~recommendations to 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 meetingsresults of the ~~Corporate Governance~~assessments are then discussed by the board of directors and ~~Compliance Committee.~~the respective committees in executive session, with a view toward taking action to address any issues presented. Results requiring additional consideration are addressed at subsequent board and committee meetings, where appropriate.

While this formal self-assessment is conducted on an annual basis, directors share perspectives, feedback, and suggestions year-round, both inside and outside the boardroom.

~~Shareholder Rights to Remove Directors for Cause and to Call Special Shareholder Meeting~~SHAREHOLDER RIGHTS TO REMOVE DIRECTORS FOR CAUSE AND TO CALL SPECIAL SHAREHOLDER MEETING

~~Regeneron's~~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.

~~Shareholder Communications with Directors~~DIRECTOR INDEPENDENCE

Attention: Corporate Secretary. All such communications will be opened by our Corporate Secretary for the sole purpose of determining whether the contents represent a message to our directors. Any contents that are not in the nature of advertising, promotions of a product or service, or patently offensive material will be forwarded promptly to the addressee. In the case of communications to the board or any individual director or group or committee of directors, the Corporate Secretary will make sufficient copies of the contents to send to such director or each director who is a member of the group or committee to which the envelope is addressed.

~~Board Committees~~

The board has a standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), a Compensation Committee, and a 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.~~

~~Corporate Governance~~

~~Table of Contents~~

~~We show below information on the membership, key functions, and number of meetings of each board committee during 2015.~~

~~Corporate Governance~~

~~Table of Contents~~


~~Name of Committee and Members~~	~~Key Functions of the Committee~~	~~Number of~~ ~~Meetings~~ ~~Held in 2015~~
~~COMPENSATION~~
~~Marc Tessier-Lavigne, Ph.D.,~~~~Chairman~~⁺ ~~Charles A. Baker~~ ~~Joseph L. Goldstein, M.D.~~ ~~Robert A. Ingram (until his resignation on November 10, 2015)~~ ~~Christine A. Poon~~⁺ ~~George L. Sing~~	• ~~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. • ~~Prepare an annual report of the Compensation Committee for inclusion in the proxy statement.~~ • ~~Review and approve the Compensation Discussion and Analysis to be included in the Company's proxy statement.~~	9
~~CORPORATE GOVERNANCE AND COMPLIANCE~~
~~Alfred G. Gilman, M.D., Ph.D.,~~~~Chairman~~ ~~(until his resignation as Chairman on June 12, 2015,~~ ~~following which Dr. Gilman continued to serve as a member of the Corporate Governance and Compliance Committee until his death on December 23, 2015)~~ ~~Arthur F. Ryan,~~~~Chairman~~ ~~(appointed Chairman effective June 12, 2015)~~ ~~Michael S. Brown, M.D.~~ ~~Christine A. Poon~~	• ~~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.~~	7
~~TECHNOLOGY~~
~~Michael S. Brown, M.D.,~~~~Chairman~~ ~~Alfred G. Gilman, M.D., Ph.D. (until December 23, 2015)~~ ~~Joseph L. Goldstein, M.D.~~ ~~Marc Tessier-Lavigne, Ph.D.~~ ~~P. Roy Vagelos, M.D.~~ ~~Leonard S. Schleifer, M.D., Ph.D.~~* ~~George D. Yancopoulos, M.D., Ph.D.~~*	• ~~Review and evaluate the Company's research and clinical development programs, plans, and policies.~~	2

+: Dr. Tessier-Lavigne resigned as Chairman and a member of the Compensation Committee effective as of April 1, 2016. Ms. Poon was appointed as Chairperson of the Compensation Committee effective as of Dr. Tessier-Lavigne's resignation date.

*: ~~Ex Officio~~ ~~Member.~~

~~Code of Ethics~~

~~The board of directors has adopted a code of business conduct and ethics that applies to all of our employees, officers, and directors. You can find links to this code on our website at~~~~www.regeneron.com~~ ~~under the "Corporate Governance" heading on the "Investors & Media" page. We may satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding~~

an amendment to, or a waiver from, a provision of our code of business conduct and ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, or controller, or persons performing similar functions, by posting such information on our website where it is accessible through the same link noted above.

~~Corporate Governance~~

~~Table of Contents~~

~~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, ~~and~~ 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 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~~“audit committee financial ~~expert"~~expert” as that term is defined ~~in Item 407(d)(5)(ii) of Regulation S-K under the Exchange Act, meets the required standards for independence set forth in Rule 10A-3(b)(1) under the Exchange Act,~~by SEC rules, and is independent as defined for audit committee members in the listing standards of The NASDAQ Stock Market ~~LLC.~~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~~Drs. Goldstein and ~~Sing,~~Zoghbi, and ~~Dr. Goldstein,~~Mr. Sing, 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"~~“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"~~“outside director” within the meaning of Section 162(m) of the Internal Revenue Code.

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~~Board Leadership and Role in Risk Oversight~~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~~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,~~committees, as follows:

•: ~~The Audit Committee oversees the Company's risk management program. The Company's Chief Audit Executive,~~

•	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 chairpersons 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.

who reports independently to the Committee, facilitates the risk management program. Audit Committee meetings include discussions of specific risk areas throughout the year, as well as annual reports from the Chief Audit Executive on the Company's enterprise risk profile.

•: 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.

~~Board Meetings and Attendance of Directors~~EXECUTIVE COMPENSATION PROCESSES AND PROCEDURES; ROLE OF COMPENSATION CONSULTANTS

The board held five regular meetings and two special meetings in 2015. All directors attended more than 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 attended our 2015 Annual Meeting of Shareholders, with one director participating through electronic conferencing.

~~Executive Compensation Processes and Procedures; Role of Compensation Consultants~~

The Compensation Committee is responsible for overseeing the ~~Company's~~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 ~~Officers referred to below under "Executive Compensation") below under "Executive Compensation – Compensation Discussion and Analysis – Section 3 –~~ Executive ~~Compensation Process and Considerations – Overview."~~

19Officers).

~~Corporate Governance~~

~~Table of Contents~~

~~As discussed in greater detail under "Executive Compensation – Compensation Discussion and Analysis – Section 3 – Executive Compensation Process and Considerations," the~~The Compensation Committee has the sole authority to retain its own third-party compensation consultants, and in ~~2015~~2018 utilized the services of Frederic W. Cook & Co., Inc. ("(“Frederic W. Cook & Co."”), aan independent compensation consultant. Advice and recommendations provided by Frederic W. Cook & Co. ~~may~~ relate to both executive compensation (discussed ~~under "Executive Compensation"~~in the section “Compensation-Related Matters” below) and director compensation matters (discussed ~~under " – Compensation~~in the subsection “Compensation of ~~Directors"~~Directors” below). ~~In addition, management~~As discussed further below, the Corporate Governance and Compliance Committee has adopted a policy requiring the annual review of non-employee director compensation by an independent compensation consultant and separately engaged Frederic W. Cook & Co. for that purpose.

Management also retains another compensation consultant for its own use. In ~~2015,~~2018, 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 ~~2015 Radford Global Life Sciences Survey~~Market Composite Data discussed in ~~this proxy statement)~~“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.~~Committee, the full board, or another committee of the board.

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~~Compensation of Directors~~COMPENSATION OF DIRECTORS

~~Overview~~

~~The general philosophy we have applied to~~OVERVIEW

In November 2018, the board of directors, upon the recommendation of the Corporate Governance and Compliance Committee, approved a new compensation ofprogram for our non-employee directors and the Chairman of the Board ~~is similar to~~(the “New Compensation Program”), as discussed further below. The New Compensation Program became effective in December 2018 following court approval of the ~~executive compensation philosophy outlined~~previously disclosed settlement of two shareholder derivative actions (the “Settlement”). The terms of the Settlement are described in Regeneron’s Current Report on Form 8-K filed on October 12, 2018. In approving the New Compensation Discussion and Analysis section of this proxy statement. 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. As discussed in greater detail below,Program, the board of directors ~~voluntarily reduced~~considered the ~~number~~analysis and recommendations of ~~shares underlying~~Frederic W. Cook & Co. This analysis took into account, among other matters, the ~~three most recent~~market practices of companies in our Peer Group, other relevant industry and market data points, Regeneron’s long-term compensation philosophy, and the terms of the Settlement. The awards made under the New Compensation Program comply with the terms of the Settlement, including its limitations on annual ~~stock option awards to~~cash and equity compensation for the non-employee directors and the Chairman of the ~~Board by 15% each time, consistent with the reductions in~~Board.

At Regeneron, non-employee director compensation is subject to annual ~~awards to executive officers implemented in December 2013, 2014, and 2015.~~

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 such compensation 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, among other things, the qualifications, expertise, and demands on our directors, practices of similar companies in the biotechnology industry (including the Peer Group), and any ~~recommendations~~comparative information provided by Frederic W. Cook & Co. In addition, in November 2018, the Corporate Governance and Compliance Committee adopted a policy requiring the annual review of non-employee director compensation ~~consultants~~by an independent compensation consultant for a term to extend to no fewer than five calendar years following final approval of the Settlement. The Corporate Governance and Compliance Committee ~~or management. The recent changes~~engaged Frederic W. Cook & Co. for this purpose. Frederic W. Cook & Co. conducted its first such review in 2018 and provided its recommendations to the Corporate Governance and Compliance Committee concerning the non-employee director compensation ~~program~~to be awarded with respect to 2019.

The process governing the compensation arrangements of the Chairman of the Board is described ~~below were adopted based on such considerations.~~under “Compensation Arrangements of the Chairman of the Board of Directors” below.

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~~Cash Fees and Matching Gift Program~~BOARD OF DIRECTORS / COMPENSATION OF DIRECTORS

NON-EMPLOYEE DIRECTOR COMPENSATION PHILOSOPHY

Our philosophy for non-employee director ~~receives~~compensation is simple: to attract the most highly qualified directors with a diverse skillset who will serve as stewards of the Company’s long-term prospects and scientific focus. With this in mind, our non-employee director compensation program emphasizes equity compensation primarily in the form of stock options, which reward increases in stock price, over cash fees. The board of directors believes that this emphasis is consistent with the Company’s long-term business orientation and has helped ensure alignment of directors’ interests with those of Regeneron shareholders. Under the New Compensation Program, we have introduced value-denominated equity compensation awards (granted in the form of stock options and a relatively small percentage of restricted stock units (“RSUs”)), resulting in a nearly 50% year-over-year decrease in the reported grant date fair value of the 2019 non-employee director equity awards, and have increased the annual cash retainer by $35,000 per non-employee director. These features of the New Compensation Program are meant to, among other things, ensure greater stability in reported non-employee director compensation on a year-over-year basis. The board of directors believes that the New Compensation Program is consistent with Regeneron’s philosophy for non-employee director compensation.

CASH FEES AND MATCHING GIFT PROGRAM

In 2018, each non-employee director received an annual retainer of $55,000 and an annual committee retainer of $10,000 for each standing committee of the Company’s board of directors on which the director ~~serves.~~served. In ~~2015, the Chairman~~addition, each chairperson of ~~the Audit Committee~~each standing committee received an additional annual retainer of ~~$5,000 (increased~~$10,000. Compared to ~~$10,000~~cash compensation of non-employee directors in our Peer Group, the ~~aggregate starting in 2016 as a result of~~2018 annual retainer for board service was below the ~~change described in~~25th percentile and the ~~following sentence). Starting in 2016,~~additional retainers provided to our committee chairpersons were below the ~~board of directors approved~~median.²

Under the New Compensation Program, each non-employee director receives an annual retainer of $90,000. The annual committee retainer and the additional retainers provided to committee chairpersons remain at $10,000 ~~for each chairperson~~(as described above). Compared to cash compensation of ~~the standing committees of the Company's board of~~non-employee directors ~~which is~~ in ~~addition to~~our Peer Group, the annual retainer ~~payable to all non-employee directors and~~under the ~~annual retainer payable~~New Compensation Program would have been below the 75th percentile if paid in ~~respect of service as a director on each standing committee (which remained unchanged).~~ 2018.

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 ~~was adopted effective January 1, 2013 and~~ is also available to eligible employees. Under this program, the Company matches contributions made by directors and employees to eligible tax-exempt ~~organizations. Effective January 1, 2014, the~~organizations up to an annual maximum ~~annual match has been increased to~~amount of $5,000 ~~(from $2,000)~~ per ~~person.~~director or employee.

2	Based on information reported by our Peer Group companies in 2018. 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.

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~~Annual Stock Option Awards~~BOARD OF DIRECTORS / COMPENSATION OF DIRECTORS

~~Pursuant to the terms of the~~

ANNUAL EQUITY AWARDS

The Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan

As amended and ~~resolutions~~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 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 ~~Compensation Committee adopted on December 16, 2014 and December 16, 2015, each~~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 ~~receives~~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 ~~automatic grant~~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 ~~purchase~~such award.

2019 Equity Awards

The January 2019 annual equity awards to our non-employee directors were made in accordance with the New Compensation Program. In 2018, the board of directors (upon the recommendation of the Corporate Governance and Compliance Committee) determined that the targeted aggregate grant date fair value of such equity awards would be set at $600,000 per non-employee director and consist of stock options with a grant date fair value of $480,000 (or 80% thereof) and RSUs with a grant date fair value of $120,000 (or 20% thereof). On January 2, 2019, each of the then-serving nine non-employee directors received an equity award comprised of stock options representing 3,784 shares of common stock (with a grant date fair value of $480,031) and 323 RSUs (with a grant date fair value of $119,962). The aggregate grant date fair value of these equity awards was $599,993 per non-employee director.

The Corporate Governance and Compliance Committee recommended the approval of, and the board of directors approved, the terms of the January 2019 annual equity awards after consideration of the review, analysis, and recommendations of Frederic W. Cook & Co. Such analysis focused on, among other matters, the ~~first business day~~market practices of ~~each year, with an~~companies in our Peer Group, other relevant industry and market data points, Regeneron’s non-employee director compensation philosophy (including its emphasis on long-term incentives), and the terms of the Settlement.

Terms of Equity Awards

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 ~~for so long as our common stock is listed on the NASDAQ Global Select Market,~~ 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

~~Corporate Governance~~

~~Table of Contents~~

such date is not a trading day, on the last preceding date on which there was a sale of the ~~Company's~~Company’s common stock on the NASDAQ Global Select Market). ~~These~~

Under the New Compensation Program, a pro-rata portion of each equity award (i.e., each stock option and RSU award) equal to the portion of one year that has passed from its date of grant vests on the date of the Company’s first annual shareholder meeting following the date of grant, and the remaining portion vests on the first anniversary of the date of grant. The RSU awards contain mandatory deferral provisions, according to which the shares underlying the RSUs will generally not be delivered to the non-employee director until the earliest of (i) the termination of the non-employee director’s service as a member of the board, (ii) the seventh anniversary of the RSU grant date, and (iii) the date of a change in control (as defined in the Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan). A non-employee director may, subject to compliance with applicable tax rules, elect in writing a maximum deferral period longer than the seventh anniversary of the grant date. Stock options awarded to non-employee directors prior to the adoption of the New Compensation Program (including those reported in the Director

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Compensation Table below) 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,~~years. Other than as discussed below, the vesting of equity awards is generally subject to continued service on the board, and stock option awards generally expire ten years following the date of grant. In 2015, similar to the reductions in annual awards to executive officers and other employees discussed under "Executive Compensation" below, the Compensation Committee reduced the automatic grant of stock options to our non-employee directors by 15%, from 10,838 shares to 9,212 shares of common stock underlying each such stock option. Similar to the rationale for the reductions in annual awards to executive officers and other employees discussed under "Executive Compensation" 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; the reductions 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). The reduced grants to our non-employee directors were made on January 4, 2016. This decrease constituted the third consecutive double-digit percentage decrease in the annual grant of stock options to our non-employee directors, in each case following high stock appreciation, consistent with the reductions in annual awards to executive officers discussed under "Executive Compensation" below.

To the extent they remain unvested and outstanding, ~~stock options~~equity awards granted to a non-employee director continue to vest following the retirement of that director provided applicable conditions relating to the length of the ~~director's~~director’s service and the ~~director's~~director’s age have been met. If a non-employee ~~director's~~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~~director’s equity awards will immediately vest in full.

To the extent they remain unvested and outstanding, ~~stock options~~equity awards granted to non-employee directors become fully vested automatically upon a change ofin 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~~

EQUITY AWARDS TO NEW DIRECTORS

Under the New ~~Directors~~

~~Starting in 2016, each new~~Compensation Program, any newly elected non-employee director will receive an initial ~~stock option~~equity award ~~to purchase a number of shares~~with an aggregate grant date fair value equal to 5/3rds of the ~~number~~aggregate grant date fair value of ~~shares of common stock~~

~~underlying~~ the most recent ~~regular~~ annual ~~stock option~~equity award to a non-employee director; and, with respect to the annual ~~stock option~~equity award to a non-employee director in respect of the first year of his or her service, the ~~number~~aggregate grant date fair value of ~~shares of common stock underlying~~ such annual award will be prorated based on the date as of which the non-employee director first becomes a member of the board of directors.

~~Compensation Arrangements~~ The January 2018 prorated annual stock option award to Dr. Coles (shown in the table below) was granted prior to the adoption of the ~~Chairman~~New Compensation Program; in accordance with the guidelines then in effect, the number of shares of common stock underlying such award was prorated based on the date of which Dr. Coles first became a member of the ~~Board~~board of ~~Directors~~directors.

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BOARD OF DIRECTORS / COMPENSATION OF DIRECTORS

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. ~~Dr. Vagelos 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~~$100,000 as a non-officer employee.

Under the ~~employment agreement, we agreed to recommend to the~~New 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~~Program, the board of directors ~~setting his target award at 150,000 shares of common stock underlying stock options. In December 2013, 2014, and 2015,~~determined that the ~~Compensation Committee reduced the~~2018 annual equity award to Dr. Vagelos ~~by 15% each time,~~would consist entirely of stock options and set the targeted aggregate grant date fair value of such award at (but no more than) ten times the aggregate grant date fair value of the corresponding annual equity award for our non-employee directors. As in ~~line~~prior years, Dr. Vagelos’s 2018 stock option 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 ~~reduction~~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 annual stock option awards to our executive officers and the reduction in the annual stock option awards to the non-employee directors made in January 2014, 2015, and 2016. On December 16, 2015, the Compensation Committee granted Dr. Vagelos stock options to purchase 92,123 shares of common stock, at an exercise price of $555.67 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). future.

The 2018 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~~equity 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.

21 In addition, the stock option agreement with Dr. Vagelos relating to his 2018 stock option award provides that the stock option award will continue to vest following his qualified retirement (as defined in the applicable Company policy; Dr. Vagelos currently meets the policy requirement).

~~Corporate Governance~~

~~Table~~In 2018, we paid a $125,000 filing fee relating to the Hart-Scott-Rodino (“HSR”) filing for Dr. Vagelos, as well as a tax reimbursement of ~~Contents~~$120,101 to Dr. Vagelos to cover Dr. Vagelos’s imputed income associated with the filing fee payment. The filing and the associated filing fee were triggered under the HSR regulations as a result of Dr. Vagelos’s then-current and anticipated future total holdings of Regeneron stock exceeding a specified threshold. The Compensation Committee determined it appropriate to pay these amounts because the HSR filing obligation resulted from equity awards granted to Dr. Vagelos under the Company’s compensation program and the price appreciation in Regeneron stock acquired by Dr. Vagelos over a period of time during which he made substantial contributions toward such appreciation. The Compensation Committee also recognized that Regeneron had required Dr. Vagelos (as well as other directors and senior executives) to hold Regeneron stock under the Company’s stock ownership guidelines and encouraged alignment of his interests with those of Regeneron’s shareholders through share ownership.

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 ~~2015~~

2018 in accordance with the policies, plans, and employment agreement described above:

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Director Compensation

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. Baker³		32,967	—		1,143,907	—	—		—			1,176,874
Bonnie L. Bassler, Ph.D.		75,000	—		1,143,907	—	—		—			1,218,907
Michael S. Brown, M.D.		85,000	—		1,143,907	—	—		5,000	⁵		1,233,907
N. Anthony Coles, M.D.⁴		65,000	—		1,062,423	—	—		5,000	⁵		1,132,423
Joseph L. Goldstein, M.D.		75,000	—		1,143,907	—	—		—			1,218,907
Christine A. Poon		85,000	—		1,143,907	—	—		—			1,228,907
Arthur F. Ryan		85,000	—		1,143,907	—	—		5,000	⁵		1,233,907
George L. Sing		85,000	—		1,143,907	—	—		—			1,228,907
Marc Tessier-Lavigne, Ph.D.		65,000	—		1,143,907	—	—		—			1,208,907
P. Roy Vagelos, M.D.		—	—		5,999,864	—	—		349,101	⁶		6,348,965
Huda Y. Zoghbi, M.D.		75,000	—		1,143,907	—	—		5,000	⁵		1,223,907


1	The amounts in column (d) reflect the aggregate grant date fair value of options awarded during the year ended December 31, 2018 pursuant to the Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan. 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, 2018 included in the 2018 Annual Report.

2	At December 31, 2018, the non-employee directors and Dr. Vagelos had the following stock option awards outstanding: Mr. Baker: 108,069; Dr. Bassler: 25,230; Dr. Brown: 46,069; Dr. Coles: 19,959; Dr. Goldstein: 42,110; Ms. Poon: 117,599; Mr. Ryan: 48,819; Mr. Sing: 108,069; Dr. Tessier-Lavigne: 77,348; Dr. Vagelos: 1,537,053; and Dr. Zoghbi: 25,230.

3	Mr. Baker served as a director through the conclusion of the 2018 Annual Meeting of Shareholders on June 8, 2018; accordingly, his 2018 fees were prorated based on his time of service.

4	Dr. Coles was elected as a member of the board of directors on January 27, 2017; accordingly, the number of shares of common stock underlying his January 2018 annual stock option award was prorated based on his election date.

5	Consists of a Company contribution paid or payable on or before April 17, 2019 under the Regeneron Matching Gift Program in respect of charitable gifts made in 2018.

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 2018 paid in February 2019; (iii) $125,000 for fees the Company paid on behalf of Dr. Vagelos associated with a filing required to be made by Dr. Vagelos under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which related to an anticipated acquisition by Dr. Vagelos of common stock upon exercise of his stock options; and (iv) $120,101 for a tax reimbursement related to the fees referenced in (iii).

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/31

Name
(a)

Fees
earned
or paid
in cash
($)
(b)

Stock
awards
($)
(c)

Option
awards
($)
1,2
(d)

Non-equity
incentive
plan
compensation
($)
(e)

Change in
pension value
and
non-qualified
deferred
compensation
earnings
(f)

All other
compensation
($)
(g)

Total
($)
(h)

Charles A. Baker
75,000 – 1,986,604 – – – 2,061,604
Michael S. Brown, M.D.
75,000 – 1,986,604 – – 5,000 3 2,066,604
Alfred G. Gilman, M.D., Ph.D.4
75,000 – 1,986,604 – – – 2,061,604
Joseph L. Goldstein, M.D.
75,000 – 1,986,604 – – – 2,061,604
Robert A. Ingram5
65,000 1,986,604 – – – 2,051,604
Christine A. Poon
75,000 – 1,986,604 – – – 2,061,604
Arthur F. Ryan
75,000 – 1,986,604 – – 2,500 3 2,064,104
George L. Sing
80,000 – 1,986,604 – – 5,000 3 2,071,604
Marc Tessier-Lavigne, Ph.D.
75,000 – 1,986,604 – – – 2,061,604
P. Roy Vagelos, M.D.
– – 23,098,558 – – 109,000 6 23,207,558

¹PROPOSAL: 01
ELECTION OF DIRECTORS
The ~~amounts in column (d) reflect~~board of directors, upon the ~~aggregate grant date fair value~~recommendation of ~~options awarded during~~ the ~~year ended December 31, 2015 pursuant to~~Corporate Governance and Compliance Committee,
has nominated for election at the ~~Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan. Assumptions used in the calculation of this amount do not take into account expected forfeitures~~2019 Annual Meeting Bonnie L. Bassler, Ph.D., Michael S. Brown, M.D.,
Leonard S. Schleifer, M.D., Ph.D., and ~~are otherwise described in Note 14 to the Company's audited financial statements for the fiscal year ended December 31, 2015 included in the 2015 Annual Report.~~

²: At December 31, 2015, the non-employee directors and Dr. Vagelos had the following stock option awards outstanding: Mr. Baker: 88,588; Dr. Brown: 35,588; Dr. Gilman: 38,588; Dr. Goldstein: 43,588; Mr. Ingram: 0; Ms. Poon: 93,118; Mr. Ryan: 24,338; Mr. Sing: 105,588; Dr. Tessier-Lavigne: 52,867; and Dr. Vagelos: 2,270,363.

³: ~~Consists of a Company contribution paid or payable on or before April 14, 2016 under the Regeneron Matching Gift Program in respect of a charitable gift made in 2015.~~

⁴: ~~Dr. Gilman served~~George D. Yancopoulos, M.D., Ph.D., as ~~a director until his death on December 23, 2015.~~

⁵: ~~Mr. Ingram served as a director until his resignation on November 10, 2015.~~

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 2015 paid in February 2016, and (iii) $5,000Class I Directors for a ~~Company contribution paid or payable on or before April 14, 2016 under~~three-
year term expiring at the ~~Regeneron Matching Gift Program in respect of a charitable gift made in 2015.~~

~~Corporate Governance~~

~~Table of Contents~~

~~Executive Officers of the Company~~2022 Annual Meeting.

The board of directors unanimously recommends a voteFOR the election of each of these nominees.

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THE COMPANY

		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 17, 2019 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.

		Leonard S. Schleifer, M.D., Ph.D.,66, 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 31 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.

		George D. Yancopoulos, M.D., Ph.D.,59, 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 seven FDA-approved drugs the Company has developed, EYLEA^®, Praluent^®, Dupixent^®, Kevzara^®, Libtayo^®, ZALTRAP^®, and ARCALYST^®, as well as of its foundation technologies, including the TRAP technology,VelociGene^®, and VelocImmune^®.

		Christopher Fenimore, 48, 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.

		Robert E. Landry, 55, has been Executive Vice President, Finance since January 2019 and Chief Financial Officer since October 2013. From September 2013 to December 2018, he served as Senior Vice President, Finance. 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. Mr. Landry holds a B.B.A. in Accounting from the University of Notre Dame.

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THE COMPANY /EXECUTIVE OFFICERS OF THE COMPANY

		Joseph J. LaRosa, 60, has been Executive Vice President, General Counsel and Secretary since January 2019. From September 2011 to December 2018, he served as Senior Vice President, General Counsel and Secretary. Before joining Regeneron, Mr. LaRosa was Senior Vice President, General Counsel, and Secretary at Nycomed US Inc. Mr. LaRosa’s prior experience includes working in a number of senior legal positions at Schering-Plough Corporation from 1993 to 2009, where he was a corporate officer and served most recently as Vice President, Legal Affairs, and a member of the Operations Management Team. Mr. LaRosa received his J.D. from New York University School of Law.

		Marion McCourt, 59, has been Senior Vice President, Commercial since February 2018. From April 2017 until joining the Company, Ms. McCourt served as the Principal Operating Officer and the Chief Operating Officer and President of Axovant Sciences, Inc. Ms. McCourt previously served as chief operating officer of Medivation, Inc. from February 2016 until its acquisition by Pfizer Inc. in September 2016. Previously, Ms. McCourt worked at Amgen Inc., where she most recently served as a Vice President in U.S. Commercial Operations from February 2014 to January 2016. From May 2013 to January 2014, Ms. McCourt served as Vice President and General Manager at Amgen where she was responsible for the bone health and primary care business unit. From 2012 to 2013, she was Chief Operating Officer for AstraZeneca U.S., a division of AstraZeneca plc. Her responsibilities included oversight and leadership of all U.S. commercial functions, including medical affairs, business development, finance, human resources, legal, operations, and corporate affairs. During her 12-year tenure at AstraZeneca, Ms. McCourt was President and Chief Executive Officer of AstraZeneca Canada Inc. from 2011 to 2012 and also held various other roles at AstraZeneca Pharmaceuticals LP, a subsidiary of AstraZeneca plc. Ms. McCourt received her B.S. in Biology from Lafayette College.

		Neil Stahl, Ph.D., 62, has been Executive Vice President, Research and Development since January 2015. He previously served as Senior Vice President, Research and Development Sciences from January 2007 to December 2014, as Senior Vice President, Preclinical Development and Biomolecular Sciences from December 2000 to December 2007, and as Vice President, Preclinical Development and Biomolecular Sciences from January 2000 to December 2000. He joined the Company in 1991. Before becoming Vice President, Biomolecular Sciences in 1997, Dr. Stahl was Director, Cytokines and Signal Transduction. Dr. Stahl received his Ph.D. in Biochemistry from Brandeis University.

		Daniel P. Van Plew, 46, has been Executive Vice President and General Manager, Industrial Operations and Product Supply since January 2016. From April 2008 to December 2015, Mr. Van Plew served as Senior Vice President and General Manager, Industrial Operations and Product Supply. Prior to that date, he served as Vice President and General Manager, Industrial Operations and Product Supply since joining the Company in 2007. From 2006 until 2007, Mr. Van Plew served as Executive Vice President, R&D and Technical Operations of Crucell Holland B.V., a global biopharmaceutical company. Between 2004 and 2006, Mr. Van Plew held positions of increasing responsibility at Chiron Biopharmaceuticals, part of Chiron Corporation, a biotechnology company, most recently as Senior Director, Vacaville Operations. From 1998 until 2004, Mr. Van Plew held various managerial positions in the health and life sciences practice at Accenture, Ltd., a management consulting business. Mr. Van Plew received his M.S. in Chemistry from The Pennsylvania State University and his M.B.A. from Michigan State University.

34 /

2019 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

CORPORATE GOVERNANCE

OVERVIEW

Board and Other Governance Information	2019¹
Size of Board	12
Number of Independent Directors	9
Separate Chairman and Chief Executive Officer
Majority Voting in the Election of Directors
Director Resignation Policy
Number of Meetings of the Board of Directors Held in 2018	6
Independent Directors Meet in Executive Sessions Without Management Present
Code of Business Conduct and Ethics Applicable to All Employees, Officers, and Directors
Annual Board and Committee Self-Evaluations
Stock Ownership Guidelines for Directors and Senior Executives
Active Shareholder Engagement
Shareholder Right to Remove Directors for Cause
Shareholder Right to Call Special Shareholder Meeting

1As of April 17, 2019, except as otherwise indicated.

CODE OF ETHICS

The board of directors has adopted a code of business conduct and ethics that applies to all of our employees, officers, and directors. ~~The names, positions, ages,~~You can find links to this code on our website atwww.regeneron.com under the “Corporate Governance” heading on the “Investors & Media” page. We may satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or a waiver from, a provision of our code of business conduct and ~~background~~ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, or controller, or persons performing similar functions, by posting such information on our website where it is accessible through the same link noted above.

SUCCESSION PLANNING AND TALENT DEVELOPMENT PROCESS

Under our Corporate Governance Guidelines, the board of directors is required to periodically review with our CEO Regeneron’s plan for succession to the offices of the ~~Company's~~CEO and other senior executive ~~officers as~~positions. In 2017, the Corporate Governance and Compliance Committee, at the request of ~~April 14, 2016~~the board of directors, commenced a multi-year formal succession planning and talent review, which includes succession planning for the CEO and other senior management positions. In 2018, the applicable committees of the board of directors advanced this formal review by focusing on certain assigned functions and roles within the Company. As part of this process, the Audit Committee reviewed functions and roles within the Company’s finance, information technology, and real estate & facilities management organizations,

2019 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

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THE COMPANY /CORPORATE GOVERNANCE

while the Compensation Committee and the Technology Committee reviewed functions and roles within the Company’s commercial organization and the Company’s research & development and global development organizations, respectively. Implementation of the succession planning and talent review plan has continued in 2019.

In addition to formal succession planning, directors also have exposure to Regeneron leaders through board and committee presentations and discussions and informal events and interactions with key talent throughout the year, both in small group and one-on-one settings.

CORPORATE RESPONSIBILITY

Regeneron’s mission is to use the power of science to repeatedly bring new medicines to patients. We are ~~set forth below. Except as identified below, there are no family relationships between any~~committed to operating responsibly, communicating transparently about our impacts, and engaging all stakeholders in our mission. We strive to “do well by doing good” and have been publicly disclosing information about significant corporate responsibility matters since 2014.

In 2017, we conducted a review of our ~~directors~~approach to Environmental, Social, and ~~executive officers. None~~Governance (ESG) issues. We have used these insights to identify three focus areas for our responsibility strategy:

•	Improve the lives of people with serious disease

•	Foster a culture of integrity and operational excellence

•	Build a better future

In 2018, we began the process of setting strategic goals, which we plan to share in our 2019 Responsibility Report. As part of this process, we conducted a responsibility materiality¹assessment to prioritize the ESG issues that matter most to our business and stakeholders. The outcomes of our materiality assessment have been disclosed in our Responsibility Report and will inform our responsibility strategy and reporting.

We also formalized our responsibility operational structure in 2018. We established a Responsibility Committee comprised of cross-functional business leaders and amended the charter of the ~~corporations or other organizations referred~~board’s Corporate Governance and Compliance Committee to ~~below with which an executive officer has previously been employed or otherwise associated~~expressly delegate board oversight of corporate responsibility to the Committee. The board of directors’ policy is ~~a parent, subsidiary, or affiliate~~to take into consideration the long-term interests of the ~~Company.~~Company, its shareholders, and other stakeholders, including patients, employees, the healthcare community, regulators, partners, suppliers, and local communities. Under our Corporate Governance Guidelines, the Corporate Governance and Compliance Committee is responsible for overseeing the Company’s key corporate responsibility initiatives, including those expected to have a significant impact on the Company’s ability to deliver sustained growth. The Committee also conducts a periodic review of environmental, social, and governance matters, and management has the responsibility for formulating and implementing such initiatives and matters.

~~LEONARD S. SCHLEIFER, M.D., Ph.D.,~~ ~~63, co-founded~~

Improving the ~~Company~~lives of people with serious disease. Our business model is founded on scientific innovation. At Regeneron, we deliver growth by inventing therapies that address serious medical conditions and have a life-transforming impact on patients’ health. To date, we have brought to market seven FDA-approved treatments and have 20 product candidates in ~~1988, has been~~development, all of which were homegrown in our laboratories. Our support for patients extends beyond the labs to disease education and awareness efforts, product support services, and our commitment to drug access and responsible pricing.

Fostering a ~~Director~~culture of integrity and ~~its President~~operational excellence. We are committed to being a top biotechnology employer that attracts and ~~Chief Executive Officer since its inception,~~retains highly talented and ~~served as Chairman~~motivated people, and facilitates a diverse and inclusive workforce where people feel safe, engaged, and supported. At the end of ~~the Board from 1990 through 1994. Dr. Schleifer received his M.D.~~2018, 48% of our employees, and ~~Ph.D.~~37% of those 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.~~

~~GEORGE D. YANCOPOULOS, M.D., Ph.D.,~~ ~~56, joined the Company in 1989 as its Founding Scientist and is currently President, Regeneron Laboratories and Chief Scientific Officer. While holding~~ leadership positions, ~~Dr. Yancopoulos headed the Company's laboratories~~were women.

We believe that creating life-transforming medicines should go hand-in-hand with a healthy living environment. In 2013, we created ambitious, five-year environmental sustainability goals for four major focus areas: carbon, waste, hazardous chemical waste, and ~~science organization since joining the Company~~electricity.

In this section, we use the terms “material” and “materiality” to refer to topics that reflect Regeneron’s meaningful economic, environmental, and social impacts or that influence the assessments and decisions of stakeholders, or what sustainability organizations and standards commonly define as “material aspects.” The use of such terms shall not be deemed to constitute an admission as to the materiality of any information in this proxy statement for purposes of applicable securities laws or any other laws of the United States, nor are we using them as they are used in the context of financial statements and financial reporting.

36 /

2019 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

THE COMPANY /CORPORATE GOVERNANCE

When setting these environmental sustainability goals, we chose targets that we would have to stretch to achieve. We are proud to have achieved our carbon reduction and in 1998, was named the Company's first Chief Scientific Officer. Dr. Yancopoulos joined the board in 2001. He received his M.D. and Ph.D. from Columbia University. Dr. Yancopoulos was the 11th most highly cited scientistwaste diversion goals, as shown in the ~~world~~table below. Although we attained notable reductions in our electricity and hazardous chemical waste, we had not fully achieved the ~~1990s, and~~initial goals in ~~2004 he~~these areas by 2018. This was ~~elected~~largely due to ~~be a member of the National Academy of Sciences. Dr. Yancopoulos, together with key members of his team, is a principal inventor and developer of the four FDA-approved drugs~~our substantial growth over this five-year period; since 2013, the Company has ~~developed, EYLEA®, Praluent®, ZALTRAP®,~~added one new site in the United States and ~~ARCALYST®,~~three others in Europe. This expansion of our infrastructure resulted in our electricity reduction rate coming just under target. Similarly, we increased our lab space to accommodate our significant R&D investments, which resulted in a corresponding increase in the lab equipment that generates hazardous chemical waste. Much of this added equipment runs autonomously, contributing to a lower reduction in hazardous chemical waste per lab employee than targeted.

In 2018, we conducted a comprehensive review of our environmental programs to better understand the strengths and opportunities across our operations. This work will inform our next generation of responsibility goals, which we began to develop in 2018 and on which we will begin reporting in our 2019 Responsibility Report.

Five-Year Goals (by 2018)¹		Progress
Carbon We will reduce our greenhouse gas emissions per full-time employee by 30%		Achieved: We reduced our greenhouse gas emissions per full-time employee by 30%
Waste		Achieved: We diverted 98% of our waste from landfill, surpassing our goal
We will divert 90% of our waste from landfill
Hazardous Chemical Waste We will reduce hazardous chemical waste by 60% per lab employee		Notable Reduction: We reduced hazardous chemical waste by 43% per lab employee
Electricity We will reduce our electricity consumption per full-time employee by 10%		Notable Reduction: We reduced our electricity consumption per full-time employee by 8%

1	Carbon and Electricity baselines are reported based on the original Carbon Disclosure Project (CDP) reporting year; 2014 data correspond to June 2013–May 2014 reporting year.

We are equally committed to conducting our business responsibly and ethically. This is demonstrated through the range of policies, practices, and initiatives we have implemented, encompassing compliance, anti-bribery and corruption, responsible sales and marketing, ethical clinical trials, and product quality and safety.

Building a better future. We are a long-standing supporter of science education and make major philanthropic investment to inspire future innovators, including our 10-year, $100-million commitment to the Regeneron Science Talent Search, the nation’s most prestigious pre-college science and mathematics competition. Science, technology, engineering, and math (STEM) education represents more than 93% of our corporate philanthropy grants made in 2018, not including medical grants and matched funds.

In 2018, we also held our second annual Day for Doing Good, a company-wide day of service that had 55% employee participation. We are proud to be recognized for the second consecutive year as ~~well as of its foundation technologies, including the TRAP technology,~~~~VelociGene®~~~~, and~~~~VelocImmune®~~.

~~MICHAEL ABERMAN, M.D.,~~ 45, has been Senior Vice President, Strategy and Investor Relations since January 2015. From March 2010 to December 2014, he served as Vice President, Strategy and Investor Relations. Prior to joining the Company, he spent six years as a Wall Street analyst covering the biotechnology industry. From March 2006 until joining the Company, he was Director and Senior Biotechnology Analyst at Credit Suisse. Prior to that, from March 2004 until March 2006, he worked as a Biotechnology Analyst at Morgan Stanley, Inc. From February 2002 through March 2004, Dr. Aberman was Director of Business Development at Antigenics Inc., an oncology-focused biotechnology company. Dr. Aberman received his M.D. with honors from the University of Toronto and his M.B.A. from the Wharton Schoolone of the ~~University~~2018 Civic 50 by the non-profit organization Points of ~~Pennsylvania.~~

~~ROBERT E. LANDRY,~~ ~~52, has been Senior Vice President, Finance since September 2013 and Chief Financial Officer since October 2013. Previously, Mr. Landry served~~Light, distinguishing us 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.

~~JOSEPH J. LAROSA,~~ 57, has been Senior Vice President, General Counsel, and Secretary since September 2011. Before joining Regeneron, Mr. LaRosa was Senior Vice President, General Counsel, and Secretary at Nycomed US Inc. Mr. LaRosa's prior experience includes working in a number of senior legal positions at Schering-Plough Corporation from 1993 to 2009, where he was a corporate officer and served most recently as Vice President, Legal Affairs, and a memberone of the ~~Operations Management Team. Mr. LaRosa received his J.D. from New York University School of Law.~~

~~DOUGLAS S. McCORKLE,~~ 59, has been Vice President, Controller, and Assistant Treasurer since 2007. Prior to that date, he served as Controller and Assistant Treasurer since 1998. Prior to joining the Company, Mr. McCorkle was Controller of Intergen Company, a manufacturer of biopharmaceutical products, a position he held since 1997. From 1990 to 1996, Mr. McCorkle was employed with Coopers & Lybrand L.L.P., where he specialized in biotechnology clients and served in various positions including Audit Manager from 1995 to 1996. As previously reported, Mr. McCorkle has notified the Company that he plans to retire in early 2017.

~~PETER POWCHIK, M.D.,~~ ~~59, has been Senior Vice President, Clinical Development since joining the Company in October 2006. Prior to joining the Company, Dr. Powchik was employed at several pharmaceutical~~50 most community-minded companies serving as Senior Vice President and Chief Medical Officer of Chugai Pharma USA, a position he held from May 2005 until October 2006. From April 2001 until May 2005, he held various senior clinical development positions at Novartis Pharmaceuticals Corporation, most recently as Vice President, US Clinical Development and Medical Affairs. Dr. Powchik held various clinical development positions with Sepracor Inc. and Pfizer Inc. from October 1996 to April 2001.

~~Executive Officers of the Company~~

~~Table of Contents~~

~~Dr. Powchik received his M.D. from New York University School of Medicine.~~

~~NEIL STAHL, Ph.D.,~~ 59, has been Executive Vice President, Research and Development since January 2015. He previously served as Senior Vice President, Research and Development Sciences from January 2007 to December 2014, as Senior Vice President, Preclinical Development and Biomolecular Sciences from December 2000 to December 2007, and as Vice President, Preclinical Development and Biomolecular Sciences from January 2000 to December 2000. He joined the Company in 1991. Before becoming Vice President, Biomolecular Sciences in July 1997, Dr. Stahl was Director, Cytokines and Signal Transduction. Dr. Stahl received his Ph.D. in Biochemistry from Brandeis University.

~~ROBERT J. TERIFAY,~~ 56, has been Executive Vice President, Commercial since January 2016. From February 2007 to December 2015, he served as Senior Vice President, Commercial. Prior to joining the Company, Mr. Terifay was employed at several biopharmaceutical companies. From January to October 2006, Mr. Terifay served as President and Chief Operating Officer of Arginox Pharmaceuticals. Prior to his employment at Arginox, Mr. Terifay was Senior Vice President, Business Operations at Synta Pharmaceuticals from March to December 2005. From February 2002 until March 2005, he held various senior commercial and marketing positions at Millennium Pharmaceuticals, Inc., most recently as Senior Vice President, Oncology Commercial. Mr. Terifay was Vice President, Marketing at Cor Therapeutics, Inc. from 1996

until its acquisition by Millennium Pharmaceuticals, Inc. in February 2002. Mr. Terifay was Executive Vice President of Strategic Services at Saatchi & Saatchi, an advertising firm, from 1993 to 1996. From 1985 to 1993, he held various commercial and marketing positions at G.D. Searle & Company. Mr. Terifay received his Master of Management degree in Marketing and Health Service Management from the J.L. Kellogg Graduate School of Management, Northwestern University.

~~DANIEL P. VAN PLEW,~~ 43, has been Executive Vice President and General Manager, Industrial Operations and Product Supply since January 2016. From April 2008 to December 2015, Mr. Van Plew served as Senior Vice President and General Manager, Industrial Operations and Product Supply. Prior to that date, he served as Vice President and General Manager, Industrial Operations and Product Supply since joining the Company in 2007. From 2006 until 2007, Mr. Van Plew served as Executive Vice President, R&D and Technical Operations of Crucell Holland B.V., a global biopharmaceutical company. Between 2004 and 2006, Mr. Van Plew held positions of increasing responsibility at Chiron Biopharmaceuticals, part of Chiron Corporation, a biotechnology company, most recently as Senior Director, Vacaville Operations. From 1998 until 2004, Mr. Van Plew held various managerial positions in the health and life sciences practice at Accenture, Ltd., a management consulting business. Mr. Van Plew received his M.S. in Chemistry from The Pennsylvania State University and his M.B.A. from Michigan State University.

~~Executive Officers of the Company~~

~~Table of Contents~~

~~Security Ownership of Certain Beneficial Owners and Management~~United States.

For more information about our responsibility efforts and results, please refer to the 2018 Responsibility Report available on our website.

~~The following table sets forth, as of April 14,~~PUBLIC POLICY ENGAGEMENT

We are committed to adhering to the highest ethical standards when engaging in any political activities. Reflecting this commitment, in 2016 the number of shares of the Company's Class A stock and common stock beneficially owned by each of the Company's directors, each of the Named Officers referred to below under "Executive Compensation," all directors and executive officers as a group, and each other person or group of persons known by the Company to beneficially own more than 5% of the outstanding shares of common stock or Class A stock, based upon (unless indicated otherwise) information obtained from such persons, and the percentage that such shares represent of the number of outstanding shares of Class A stock and common stock, respectively.

1,913,136 shares of Class A stock and 103,165,457 shares of common stock outstanding as of April 14, 2016, except that for each person listed who beneficially owns Class A stock (and for directors and executive officers as a group), the number of shares of common stock beneficially owned by that person (and by directors and executive officers as a group) and the percentage ownership of common stock of such person assume the conversion on April 14, 2016 of all shares of Class A stock listed as beneficially owned by such person (or persons in the case of directors and executive officers as a group) into common stock and also that no other shares of Class A stock beneficially owned by others are so converted.

In computing the number of shares of common stock beneficially owned by a person (and by directors and executive officers as a group) and the percentage ownership of common stock of such person (and by directors and executive officers as a group), shares of common stock subject to options held by that person (and by directors and executive officers as a group) that are exercisable as of April 14, 2016 or are exercisable within sixty days after April 14, 2016 are deemed to be outstanding. Such shares are not deemed to be outstanding, however, for the purpose of computing the percentage ownership of common stock of any other person.

~~Security Ownership of Certain Beneficial Owners and Management~~

~~Table of Contents~~

Shares of Class A Stock
Beneficially Owned1

Shares of Common Stock
Beneficially Owned1

Name and Address of Beneficial Owner

Number

Percent
of Class

Number2

Percent
of Class

Beneficial Owners of 5% or More of Common Stock or
Class A Stock (Other Than Directors and Executive Officers):

Sanofi³
— — 23,353,665 22.6%
54, rue La Boetie

75008 Paris

France

Capital World Investors⁴
— — 6,804,465 6.6%
333 South Hope Street

Los Angeles, California 90071

FMR LLC⁵
— — 6,223,092 6.0%
245 Summer Street

Boston, Massachusetts 02210

BlackRock, Inc.⁶
— — 5,382,473 5.2%
55 East 52nd Street

New York, New York 10055

Directors and Executive Officers:⁷

Leonard S. Schleifer, M.D., Ph.D.
1,726,565 ⁸ 90.3% 3,993,844 ⁹ 3.7%

P. Roy Vagelos, M.D.
— — 2,875,335 ¹⁰ 2.7%

George D. Yancopoulos, M.D., Ph.D.
42,750 ¹¹ 2.2% 2,967,079 ¹² 2.8%

Charles A. Baker
62,384 ¹³ 3.3% 148,497 ¹⁴ *

Michael S. Brown, M.D.
— — 47,462 ¹⁵ *

Joseph L. Goldstein, M.D.
— — 40,113 ¹⁶ *

Christine A. Poon
— — 82,433 ¹⁷ *

Arthur F. Ryan
— — 53,363 ¹⁸ *

George L. Sing
— — 224,385 ¹⁹ *

Marc Tessier-Lavigne, Ph.D.
— — 42,579 ²⁰ *

Robert E. Landry
— — 41,656 ²¹ *

Neil Stahl, Ph.D.
— — 405,164 ²² *

Robert J. Terifay
— — 197,466 ²³ *

All Directors and Executive Officers as a Group (18 persons)
1,831,699 95.7% 11,720,333 ²⁴ 10.4%

*: ~~Represents less than 1%~~

1: ~~The inclusion herein of any Class A stock or common stock, as the case may be, deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.~~

2: For each person listed who beneficially owns Class A stock (and for directors and executive officers as a group), the number of shares of common stock listed includes the number of shares of Class A stock listed as beneficially owned by such person (or persons in the case of directors and executive officers as a group).

3: Based solely on a Form 4 filed by Sanofi with the SEC on February 18, 2016. According to this Form 4, 20,554,113 of the shares are held directly by sanofi-aventis Amerique du Nord and 2,799,552 of the shares are held directly by Aventis Pharmaceuticals Inc. sanofi-aventis Amerique du Nord is a direct, wholly-owned subsidiary of Sanofi, and Aventis Pharmaceuticals Inc. is an indirect, wholly-owned subsidiary of sanofi-aventis Amerique du Nord. Pursuant to the Amended and Restated Investor Agreement, dated as of January 11, 2014, by and among Sanofi, sanofi-aventis US LLC, Aventis Pharmaceuticals Inc., and sanofi-aventis Amerique du Nord (collectively, the "Sanofi Parties"), and the Company, the Sanofi Parties have agreed to vote all shares of our voting securities they are entitled to vote from time to time as recommended by our board of directors ~~except that they may elect to vote proportionally with~~(upon the votes cast by all of our other shareholders with respect to certain change-of-control transactions and to vote in their sole discretion with respect to liquidation or dissolution of Regeneron, stock issuances equal to or exceeding 20%recommendation of the ~~then outstanding shares or voting rights of common stock~~Corporate Governance and ~~Class A stock (taken together), and new equity compensation plans or amendments if not materially consistent~~Compliance Committee) adopted the Company’s Corporate Political Contributions Policy, a formal written policy that, together with our ~~historical equity compensation practices. See "Certain Relationships~~code of business conduct and ~~Related Transactions – Transactions with Related Persons – Amended~~ethics, sets forth our policies and ~~Restated Investor Agreement with Sanofi" for further information regarding the Amended~~procedures on political contributions and ~~Restated Investor Agreement with Sanofi.~~

~~Security Ownership of Certain Beneficial Owners and Management~~

~~Table of Contents~~

4: ~~Based solely~~political activity. The policy is available on an amendment to a Schedule 13G filed by Capital World Investors on February 16, 2016. According to this amendment, Capital World Investors, a division of Capital Research and Management Company, has sole voting and dispositive power as to all of the shares reported as beneficially owned. Capital World Investors is deemed to be the beneficial owner of such shares as a result of Capital Research and Management Company acting as investment adviser to various registered investment companies.

our website at5www.regeneron.com: Based solely on an amendment to a Schedule 13G filed by FMR LLC on February 12, 2016. According to this amendment, FMR LLC has sole voting power as to 639,403 of the shares reported as beneficially owned and sole dispositive power as to all of the shares reported as beneficially owned. Abigail P. Johnson is a Director, the Vice Chairman, the Chief Executive Officer, and the President of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies (the "Fidelity Funds") advised by Fidelity Management & Research Company, a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds' Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds' Boards of Trustees.

6: Based solely on an amendment to a Schedule 13G filed by BlackRock, Inc. on February 10, 2016. According to this amendment, BlackRock, Inc. has sole voting power as to 4,830,005, shared voting power as to 5,449, sole dispositive power as to 5,377,024, and shared dispositive power as to 5,449 of the shares reported as beneficially owned.

7: ~~The address for each director and executive officer is c/o Regeneron Pharmaceuticals, Inc., 777 Old Saw Mill River Road, Tarrytown, New York 10591-6707.~~

8: ~~Includes 15,775 shares of Class A stock held in trust for the benefit of Dr. Schleifer's son, of which Dr. Schleifer is a trustee.~~

9: Includes (i) 2,218,771 shares of common stock purchasable upon the exercise of options granted pursuant to the Regeneron Pharmaceuticals, Inc. Second Amended and Restated 2000 Long-Term Incentive Plan or the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan that are exercisable or become so within sixty days after April 14, 2016; and (ii) 5,702 shares of common stock held in an account under the ~~Company's 401(k) Savings Plan.~~

10: ~~Includes (i) 1,995,705 shares~~“Culture of ~~common stock purchasable upon exercise of options granted pursuant to~~Integrity” heading on the Regeneron Pharmaceuticals, Inc. Second Amended and Restated 2000 Long-Term Incentive Plan or the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan that are exercisable or become so within sixty days after April 14, 2016; (ii) 2,290 shares of common stock held in an account under the Company's 401(k) Savings Plan; (iii) 152,964 shares of common stock held in a charitable lead annuity trust, of which Dr. Vagelos is the trustee; (iv) 92,947 shares of common stock held in a trust for his grandchildren, of which Dr. Vagelos's wife is the trustee; (v) 1,203 shares of common stock held in trusts for his grandchildren, of which Dr. Vagelos and/or his wife are trustees; and (vi) 56,159 shares of common stock and 241,187 shares of common stock held by the Marianthi Foundation and the Pindaros Foundation, respectively, both of which are charitable foundations of which Dr. Vagelos is a director and an officer. Dr. Vagelos disclaims beneficial ownership of the shares held by these charitable foundations.

11: Of these shares, 23,367 shares are held in trust for the benefit of Dr. Yancopoulos's children and certain other family members; Dr. Yancopoulos is a trustee of the trust. The remaining 19,383 shares are held in custody for the benefit of Dr. Yancopoulos's children.

12: Includes (i) 1,848,756 shares of common stock purchasable upon exercise of options granted pursuant to the Regeneron Pharmaceuticals, Inc. Second Amended and Restated 2000 Long-Term Incentive Plan or the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan that are exercisable or become so within sixty days after April 14, 2016; (ii) 500,000 shares of restricted stock which vest on December 17, 2017; (iii) 5,676 shares of common stock held in an account under the Company's 401(k) Savings Plan; and (iv) 567,976 shares of common stock held in trust for the benefit of Dr. Yancopoulos's children and certain other family members, of which Dr. Yancopoulos is a trustee.

13: ~~All shares of Class A stock are held by a limited partnership, of which Mr. Baker is a general partner.~~

14: Includes 77,113 shares of common stock purchasable upon exercise of options granted pursuant to the Regeneron Pharmaceuticals, Inc. Second Amended and Restated 2000 Long-Term Incentive Plan or the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan that are exercisable or become so within sixty days after April 14, 2016.

15: Includes (i) 24,113 shares of common stock purchasable upon exercise of options granted pursuant to the Regeneron Pharmaceuticals, Inc. Second Amended and Restated 2000 Long-Term Incentive Plan or the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan that are exercisable or become so within sixty days after April 14, 2016; and (ii) 6,000 shares of common stock held by a family charitable foundation of which Dr. Brown is a director and an officer and his wife is a director. Dr. Brown disclaims beneficial ownership of the shares held by this charitable foundation.

16: Includes 27,113 shares of common stock purchasable upon exercise of options granted pursuant to the Regeneron Pharmaceuticals, Inc. Second Amended and Restated 2000 Long-Term Incentive Plan or the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan that are exercisable or become so within sixty days after April 14, 2016.

17: Includes 81,643 shares of common stock purchasable upon exercise of options granted pursuant to the Regeneron Pharmaceuticals, Inc. Second Amended and Restated 2000 Long-Term Incentive Plan or the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan that are exercisable or become so within sixty days after April 14, 2016.

18: Includes 12,863 shares of common stock purchasable upon exercise of options granted pursuant to the Regeneron Pharmaceuticals, Inc. Second Amended and Restated 2000 Long-Term Incentive Plan or the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan that are exercisable or become so within sixty days after April 14, 2016.

“Citizenship” page.

~~Security Ownership of Certain Beneficial Owners and Management~~

~~Table of Contents~~

19: Includes (i) 94,113 shares of common stock purchasable upon exercise of options granted pursuant to the Regeneron Pharmaceuticals, Inc. Second Amended and Restated 2000 Long-Term Incentive Plan or the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan that are exercisable or become so within sixty days after April 14, 2016; (ii) 3,000 shares of common stock held by Mr. Sing's spouse; (iii) 4,500 shares of common stock held by Mr. Sing's spouse as custodian for the benefit of their son; and (iv) 10,000 shares of common stock held in a trust for benefit of Mr. Sing's son.

20: Includes 41,392 shares of common stock purchasable upon exercise of options granted pursuant to the Regeneron Pharmaceuticals, Inc. Second Amended and Restated 2000 Long-Term Incentive Plan or the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan that are exercisable or become so within sixty days after April 14, 2016.

21: Includes (i) 34,500 shares of common stock purchasable upon exercise of options granted pursuant to the Regeneron Pharmaceuticals, Inc. Second Amended and Restated 2000 Long-Term Incentive Plan or the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan that are exercisable or become so within sixty days after April 14, 2016; (ii) 5,000 shares of restricted stock which vest on September 9, 2018; and (iii) 57 shares of common stock held in an account under the Company's 401(k) Savings Plan.

22: Includes (i) 352,717 shares of common stock purchasable upon exercise of options granted pursuant to the Regeneron Pharmaceuticals, Inc. Second Amended and Restated 2000 Long-Term Incentive Plan or the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan that are exercisable or become so within sixty days after April 14, 2016; (ii) 20,732 shares of common stock held in separate grantor retained annuity trusts of which Dr. Stahl is the trustee; and (iii) 5,621 shares of common stock held in an account under the Company's 401(k) Savings Plan.

23: Includes (i) 172,500 shares of common stock purchasable upon exercise of options granted pursuant to the Regeneron Pharmaceuticals, Inc. Second Amended and Restated 2000 Long-Term Incentive Plan or the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan that are exercisable or become so within sixty days after April 14, 2016; and (ii) 1,673 shares of common stock held in an account under the Company's 401(k) Savings Plan.

24: Includes (i) 7,483,044 shares of common stock purchasable upon exercise of options granted pursuant to the Regeneron Pharmaceuticals, Inc. Second Amended and Restated 2000 Long-Term Incentive Plan or the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan that are exercisable or become so within sixty days after April 14, 2016; (ii) 515,000 shares of unvested restricted stock; and (iii) 28,853 shares of common stock held in an account under the Company's 401(k) Savings Plan.

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~~Security Ownership of Certain Beneficial Owners and Management~~

~~Table of Contents~~

SECTION 16(A) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

Based solely upon a review of reports filed pursuant to Section 16(a) of the Exchange Act furnished to the Company during or in respect of the fiscal year ended December 31, 2018 and written representations from reporting persons, the Company is not aware of any director, executive officer, or beneficial owner of more than 10%

of our common stock who has not filed on a timely basis any report required by such Section 16(a), other than as noted below with respect to beDr. Yancopoulos. Due to administrative oversight resulting in part from communications with the reporting person’s broker, seven estate planning transfers that are deemed gifts for purposes of Section 16 of the Exchange Act were not reported timely for Dr. Yancopoulos, resulting in three year-end Forms 5 not having been filed ~~during~~ for him on a timely basis. In all cases, such transfers were made between the reporting person and/or ~~in respect~~one or more trusts for the benefit of ~~our fiscal year ended December 31, 2015.~~the reporting person and/or his family members and were exempt from Section 16(b) of the Exchange Act.

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~~Section 16(a) Beneficial Ownership Reporting Compliance~~

~~Table of Contents~~

CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS

~~Certain Relationships and Related Transactions~~

~~Review, Approval, or Ratification of Transactions with Related Persons~~REVIEW, APPROVAL, OR RATIFICATION OF TRANSACTIONS WITH RELATED PERSONS

The board of directors has adopted a written policy for the review, approval, or ratification of related person transactions. The Company considers transactions (or a series of related transactions) in which the Company is a participant, the amount involved exceeds $10,000 in any calendar year, and a director, officer, more than 5% holder of our voting securities, any immediate family member of any of the foregoing, or any related entity of any of the foregoing has a direct or indirect material interest to constitute related person transactions. ~~As amended in January 2015, the~~The policy provides for a standing pre-approval of transactions with any passive institutional shareholder who holds more than 5% of our voting securities, transactions where all shareholders receive proportional benefits, and certain transactions with Sanofi. With respect to any new transaction that is deemed pre-approved, the Audit Committee receives a summary of each such transaction and retains the ability to require that one or more of such transactions be subject to the standard approval procedures. The policy also requires that the arrangements relating to a permanent, full-time employment of an immediate family member of a director or executive officer hired by the Company be approved in accordance with the policy. In addition, in the event a person is or becomes a director or executive officer of the Company and an immediate family member of such person is a permanent, full-time employee of the Company, no material, outside-of-the-ordinary-course-of-business change in the terms of employment, including compensation, are permitted to be made without the prior approval of the Audit Committee (except, if the immediate family member is himself or herself an executive officer of the Company, any proposed change in the terms of employment are reviewed and approved in the same manner as compensatory arrangements of other executive officers).

The board of directors has determined that the members of the Audit Committee are best suited to review and approve related person transactions. Accordingly, each related person transaction (other than a transaction that is deemed pre-approved as described above) must be reviewed and approved or ratified by the members of the Audit Committee, other than any member of the Audit Committee that has an interest in the transaction. Under the policy, the Chairman of the Audit Committee is delegated the authority to approve certain related person transactions that require urgent review and approval.

When reviewing, approving, or ratifying a related person transaction, the Audit Committee will consider several factors,

including the benefits to the Company, the impact on a ~~director's~~director’s independence in the event that a director or his/her immediate family is involved in the transaction, the terms of the transaction, and the terms available to unrelated third parties or to employees in general, if applicable. Related person transactions are approved only if the Audit Committee (or the Chairman of the Audit Committee pursuant to delegated authority in the circumstances noted above) determines that they are in, or are not inconsistent with, the best interests of the Company and our shareholders.

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~~Transactions with Related Persons~~THE COMPANY /CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

TRANSACTIONS WITH RELATED PERSONS

Collaborations with Sanofi

As the beneficial owner of ~~23,353,665~~23,523,269 shares of common stock of the Company, or ~~22.6%~~21.8% of the common stock outstanding as of April ~~14, 2016,~~17, 2019, Sanofi is considered a related person of the Company.

In ~~2015,~~2018, Sanofi funded ~~$145.0 million of our antibody discovery expenses under the Amended and Restated Discovery and Preclinical Development Agreement, and $747.8~~$682.5 million of our development and other costs (including ~~$157.4~~$417.2 million of commercialization-related expenses) under the Amended and Restated License and Collaboration ~~Agreement.~~Agreement (the “Antibody License and Collaboration Agreement”). In addition, in ~~2015,~~2018, we recognized other Sanofi collaboration revenue of $103.5 million, which was primarily recognized in connection with reimbursements by Sanofi for commercial manufacturing activities. In 2018, we also funded ~~$92.6~~an aggregate of $47.7 million of ~~Sanofi's~~Sanofi’s Phase 3 development costs for ~~Praluent®~~Praluent^®, Kevzara^®, and ~~sarilumab~~ Dupixent^®under the ~~Amended and Restated~~Antibody License and Collaboration Agreement. In ~~2015,~~2018, we and Sanofi shared losses in connection with commercialization-related activities for ~~Praluent® (which was launched in 2015 following receipt of regulatory approval in the United States~~Praluent, Kevzara, and ~~the European Union) and sarilumab,~~Dupixent, which resulted in us funding ~~$240.0~~$227.0 million of such ~~costs.~~costs in the aggregate. In ~~2016,~~2019, Sanofi has continued to fund the agreed-upon worldwide research and development expenses incurred by us and Sanofi, we have continued to fund certain Phase 3 development costs, and we and Sanofi have continued to share certain commercialization-related revenues and expenses under the ~~Agreements.~~

In July 2015, we and Sanofi entered into a collaboration to discover, develop, and commercialize antibody-based cancer treatments in the field of immuno-oncology (the "IO Collaboration"). The IO Collaboration is governed by an Immuno-oncology Discovery and Development Agreement (the "IO Discovery Agreement"), and an Immuno-oncologyAntibody License and Collaboration ~~Agreement (the "IO License and Collaboration Agreement").~~ Agreement.

In ~~connection with the IO Discovery Agreement,~~2018, Sanofi made a $265.0 million non-refundable up-front payment to us in 2015. Pursuant to the IO Discovery Agreement, we will spend up to $1,090.0 million (the "IO Discovery Budget") to identify and validate potential immuno-oncology

~~Certain Relationships and Related Transactions~~

~~Table of Contents~~

targets and develop therapeutic antibodies against such targets through clinical proof-of-concept. Sanofi will reimburse us for up to $825.0 million of these costs, subject to certain annual limits. In connection with the IO License and Collaboration Agreement, Sanofi made a $375.0 million non-refundable up-front payment to us in 2015. Under the terms of the IO License and Collaboration Agreement, the parties will also co-develop our antibody product candidate targeting the receptor known as Programmed Cell Death protein 1, or PD-1 ("REGN2810"). The parties will share equally, on an ongoing basis, development expenses for REGN2810 up to a total of $650.0 million. In 2015, Sanofi funded ~~$29.2~~$154.4 million of our research and development expenses under the original Immuno-oncology Discovery and Development Agreement (the “Original IO Discovery Agreement”) and $157.4 million under the Immuno-oncology License and Collaboration Agreement. In addition, in 2018, we recognized other Sanofi collaboration revenue of $231.4 million, which primarily consisted of the recognition of a portion of the deferred revenue from the upfront payment received in 2015 as well as revenue adjustments arising from the Amended and Restated Immuno-oncology Discovery and Development Agreement (the “Amended IO Discovery Agreement”). Effective as of December 31, 2018, we and Sanofi entered into the Amended IO Discovery Agreement, which narrowed the scope of the existing discovery and development activities conducted by us (“IO Development Activities”) under the Original IO Discovery Agreement to developing therapeutic bi-specific antibodies targeting (i) BCMA and CD3 (the “BCMAxCD3 Program”) and (ii) MUC16 and CD3 (the “MUC16xCD3 Program”) through clinical proof of concept. The Amended IO Discovery Agreement provided for Sanofi’s payment of $461.9 million to us as consideration for (x) the termination of the Original IO Discovery Agreement, (y) the prepayment of certain discovery and development activities conducted by us regarding the development of certain therapeutic bi-specific antibodies, and (z) the reimbursement of costs we incurred under the Original IO Discovery Agreement during the fourth quarter of 2018. In 2019, Sanofi made such $461.9 million payment to us pursuant to the Amended IO Discovery Agreement, and ~~$10.8 million~~we and Sanofi will continue to share certain development expenses for cemiplimab under the IOImmuno-oncology License and Collaboration ~~Agreement.~~

Agreement (as amended effective as of January 7, 2018 by the letter agreement discussed below). In ~~2013, we acquired from~~addition, if Sanofi ~~exclusive rights~~elects to ~~antibodies targeting~~co-develop a BCMAxCD3 Program antibody and/or a MUC16xCD3 Program antibody under our immuno-oncology collaboration, Sanofi will initially fund almost all of the ~~platelet derived growth factor (PDGF) family of receptors and ligands. In connection with this arrangement, we made a $10.0 million~~ development ~~milestone payment to Sanofi in 2015.~~

~~During 2014, Sanofi agreed to fund up to $17.5 million of agreed-upon costs~~expenses incurred ~~by us~~ in connection with ~~expanding manufacturing capacity at our Rensselaer, New York facility,~~the development of such BCMAxCD3 Program antibody, for which ~~$13.2 had been received or was receivable as~~Sanofi will be the principal controlling party, and half of ~~December 31, 2015.~~the development expenses incurred in connection with the clinical development of such MUC16xCD3 Program antibody, for which we will be the principal controlling party.

A description of our antibody collaboration and our ~~IO Collaboration~~immuno-oncology collaboration with Sanofi is set forth in ~~Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of~~Note 3 to our ~~2015~~audited financial statements for the fiscal year ended December 31, 2018 included in the 2018 Annual Report under the heading ~~"Liquidity~~“a. Sanofi — Antibodies” and ~~Capital Resources – Collaborations with~~“a. Sanofi ~~– Antibodies" and "–~~— Immuno-Oncology,"” respectively.

In ~~February 2015,~~2018, we recorded $25.1 million of revenue primarily related to a percentage of net sales of ZALTRAP^®(ziv-aflibercept) Injection for Intravenous Infusion and manufacturing ZALTRAP commercial supplies for Sanofi ~~entered into an~~under the amended and restated collaboration agreement relating to ZALTRAP® (ziv-aflibercept) Injection for Intravenous Infusion (the "Amended ZALTRAP® Collaboration Agreement"). Under the terms of the Amended ZALTRAP® Collaboration Agreement, Sanofi is solely responsible for the development and commercialization of ZALTRAP® for cancer indications worldwide. Sanofi bears the cost of all development and commercialization activities and reimburses Regeneron for its costs for any such activities. Sanofi will pay Regeneron a percentage of aggregate net sales of ZALTRAP® during each calendar year, which percentage shall be from 15% to 30%, depending on the aggregate net sales of ZALTRAP® in such calendar year. Regeneron is also paid for all quantities of ZALTRAP® manufactured by it pursuant to a supply agreement through the earlier of 2021 or the date Sanofi receives regulatory approval to manufacture ZALTRAP® at one of its facilities or a facility of a third party. Regeneron is no longer required to reimburse Sanofi for fifty percent of the development expenses that Sanofi previously funded for the development of ZALTRAP® under the original ZALTRAP® collaboration agreement. As aZALTRAP.

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2019 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

result of entering into the Amended ZALTRAP® Collaboration Agreement, in 2015, we recognized $14.9 million of collaboration revenue, which was previously recorded as deferred revenue under the original ZALTRAP® collaboration agreement. In addition, during the year ended December 31, 2015, we recorded $38.8 million of revenue, primarily related to (i) revenues earned from Sanofi based on a percentage of net sales of ZALTRAP® and (ii) revenues earned from Sanofi for manufacturing ZALTRAP® commercial supplies.THE COMPANY /CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

A description of the Amended ZALTRAP® Collaboration Agreement is set forth in Part I, Item 1. "Business" of our 2015 Annual Report, under the heading "Collaboration Agreements – Collaborations with Sanofi – ZALTRAP."

Amended and Restated Investor Agreement with ~~Sanofi~~Sanofi; 2018 Letter Agreement

In January 2014, we entered into an Amended and Restated Investor Agreement with ~~Sanofi.~~Sanofi, which was subsequently amended effective as of January 7, 2018 by the letter agreement discussed below. Pursuant to the ~~agreement,~~Amended and Restated Investor Agreement, Sanofi has agreed to vote its shares as recommended by our board of directors, except that it may elect to vote proportionally with the votes cast by all of our other shareholders with respect to certain change-of-control transactions and to vote in its sole discretion with respect to liquidation or dissolution of our company, stock issuances equal to or exceeding 20% of the ~~then~~ outstanding shares or voting rights of common stock and Class A stock (taken together), and new equity compensation plans or amendments if not materially consistent with our historical equity compensation practices.

In addition, ~~upon Sanofi reaching 20% ownership of our then outstanding shares of Class A stock and common stock (taken together),~~ we ~~were~~are required under the ~~agreement~~Amended and Restated Investor Agreement to appoint an individual agreed upon by us and Sanofi to our board of directors. Subject to certain exceptions, we are required to use our reasonable efforts (including recommending that our shareholders vote in favor) to cause the election of this designee at our annual shareholder meetings for so long as (other than during the term of the letter agreement discussed below) Sanofi maintains an equity interest in us that is equal to the lower of (i) the highest percentage ownership Sanofi attains following its acquisition of 20% of our then outstanding shares of Class A stock and common stock (taken together) and (ii) 25% of our then outstanding shares of Class A stock and common stock (taken together)applicable Highest Percentage Threshold (as defined below). This designee is required to be ~~"independent"~~“independent” of Regeneron, as determined under NASDAQ rules, and to not to be a current or former officer, director, employee, or paid consultant of Sanofi. ~~In April 2014,~~The current Sanofi notified us that it had reached the 20% ownership threshold and designated Robert A. Ingram as its designee. On April 4, 2014, following recommendation of the Corporate Governance and Compliance Committee,designee, Dr. Coles, was elected by the board of directors ~~elected Mr. Ingram as a director~~in January 2017 and ~~a member of~~by the ~~Compensation Committee. Mr. Ingram was subsequently elected~~shareholders at the 2017 Annual Meeting as a Class III director ~~at our 2014 annual shareholder meeting for~~with a term expiring at the ~~2016 annual shareholder meeting and resigned on~~

312020 Annual Meeting.

~~Certain Relationships and Related Transactions~~

~~Table of Contents~~

~~November 10, 2015. In December 2015, Sanofi disclosed in an amendment to its Schedule 13D filed with the SEC its intention to designate a successor designee.~~

Under the Amended and Restated Investor Agreement, Sanofi also has three demand rights to require us to use all reasonable efforts to conduct a registered underwritten offering with respect to shares of our common stock held by Sanofi from time to time; however, shares of our common stock held by Sanofi from time to time may not be sold until ~~the later of (i)~~ December 20, 2020 ~~or (ii)~~(other than with respect to an aggregate of 1,400,000 shares, as to which we have agreed to waive such “lock-up” during the ~~expiration~~term of ~~our discovery~~the letter agreement and ~~preclinical development agreement with Sanofi relating~~of which 1,042,732 shares remained available to ~~our antibody collaboration (as amended) if the agreement is extended beyond December 20, 2020.~~be sold as of April 17, 2019). These restrictions on dispositions are subject to earlier termination upon the occurrence of certain events, such as the consummation of a change-of-control transaction involving us or a dissolution or liquidation of Regeneron.

Pursuant to the Amended and Restated Investor Agreement, Sanofi is bound by certain ~~"standstill"~~“standstill” provisions, which contractually prohibit Sanofi from seeking to directly or indirectly

exert control of Regeneron or acquiring more than 30% of our Class A stock and common stock (taken together). This prohibition will remain in place until the earliest of (i) the later of the fifth anniversaries of the expiration or earlier termination of our ~~license~~Antibody License and ~~collaboration agreement~~Collaboration Agreement with Sanofi ~~relating to our antibody collaboration~~ or our ~~ZALTRAP®~~ZALTRAP collaboration agreement with Sanofi, each as amended; (ii) our announcement recommending acceptance by our shareholders of a tender offer or exchange offer that, if consummated, would constitute a change of control involving us; (iii) the public announcement of any definitive agreement providing for a change of control involving us; (iv) the date of any issuance of shares of common stock by us that would result in another ~~party's~~party’s having more than 10% of the voting power of our ~~then~~ outstanding Class A stock and common stock (taken together) unless such party enters into a standstill agreement containing certain terms substantially similar to the standstill obligations of Sanofi; or (v) other specified events, such as a liquidation or dissolution of Regeneron.

Effective January 7, 2018, we and Sanofi and certain of Sanofi’s direct and indirect subsidiaries entered into a letter agreement in connection with (i) the increase of the development budget amount for cemiplimab set forth in the Immuno-oncology License and Collaboration Agreement and (ii) the allocation of additional funds to certain proposed activities relating to the development of dupilumab and REGN3500 and non-approval trials of dupilumab (the “Dupilumab/REGN3500 Eligible Investments”). Pursuant to the letter agreement, we have agreed, among other things, to amend the definition of “Highest Percentage Threshold” to be the lower of (i) 25% of our outstanding shares of Class A stock and common stock (taken together) and (ii) the higher of (a) Sanofi’s percentage ownership of Class A stock and common stock (taken together) on the termination date of the letter agreement and (b) the highest percentage ownership Sanofi attains following such termination date of our outstanding shares of Class A stock and

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32THE COMPANY /

~~Certain Relationships and Related Transactions~~

~~Table of Contents~~

~~Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

common stock (taken together); and to grant a limited waiver of Sanofi’s obligation to maintain the then-existing Highest Percentage Threshold during the term of the letter agreement in order to allow Sanofi to satisfy in whole or in part (a) its funding obligations with respect to the cemiplimab development costs under the Immuno-oncology License and Collaboration Agreement for the quarterly periods commencing on October 1, 2017 and ending on September 30, 2020 by selling up to 800,000 shares of our common stock directly or indirectly owned by Sanofi (of which 477,641 remained available as of April 17, 2019) and (b) its funding obligations with respect to the costs incurred by or on behalf of the parties to the Antibody License and Collaboration Agreement with respect to the Dupilumab/REGN3500 Eligible Investments for the quarterly periods commencing on January 1, 2018 and ending on September 30, 2020 by selling up to 600,000 shares of our common stock directly or indirectly owned by Sanofi (of which 565,091 remained available as of April 17, 2019). If Sanofi desires to sell shares of our common stock during the term of the letter agreement to satisfy a portion or all of its funding obligations for the cemiplimab development and/ or Dupilumab/REGN3500 Eligible Investments, we may elect to purchase, in whole or in part, such shares from Sanofi. If we do not elect to purchase such shares, Sanofi may sell the applicable number of shares (subject to certain daily and quarterly limits) in one or more open-market transactions.

In 2018, Sanofi elected to sell, and we elected to purchase (either in cash or by issuing a credit towards the amount owed by Sanofi), an aggregate of 226,153 shares of our common stock pursuant to the letter agreement. In 2019 to date, Sanofi elected to sell, and we elected to purchase (either in cash or by issuing a credit towards the amount owed by Sanofi), an aggregate of 131,115 shares of our common stock pursuant to the letter agreement.

A more detailed description of the letter agreement with Sanofi is set forth in the 2018 Annual Report under Part I. Item 1. “Business — Collaboration Agreements — Collaborations with Sanofi.”

Stanford University

Effective September 1, 2016, Marc Tessier-Lavigne, Ph.D. became the President of Stanford University. In 2018, we made payments to Stanford University of approximately $336,000 in the aggregate relating to (i) services provided in connection with certain clinical trials entered into in the ordinary course of business and (ii) a medical education fellowship grant. In 2019 through the end of the first quarter, payments in respect of these services amounted to less than $1,000 in the aggregate.

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2019 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

THE COMPANY /CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

OTHER

Indemnification of Directors and Officers

Our Certificate of Incorporation provides that, to the fullest extent permitted under the New York Business Corporation Law, no director or officer of our Company shall be personally liable to the Company or its shareholders for monetary damages for any breach of fiduciary duty in such capacity. In addition, our Amended and Restated By-Laws provide that we shall indemnify our directors and certain of our other personnel against expenses (including attorneys’ fees) and certain other liabilities, including judgments, fines, and amounts paid in settlement, arising out of or incurred as a result of legal actions brought or threatened against them by reason of their position in our Company, subject to certain qualifications and provided that each such person acted in good faith, in a manner that they reasonably believed was in our best interest, and, where applicable, not unlawful. Subject to the provisions of our Certificate of Incorporation, our Amended and Restated By-Laws, and the New York Business Corporation Law, we may also advance expenses of the individuals entitled to indemnification.

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AUDIT MATTERS

INTRODUCTION

The Audit Committee has appointed PricewaterhouseCoopers LLP as the ~~Company's~~Company’s independent registered public accounting firm for the fiscal year ending December 31, ~~2016.~~2019. PricewaterhouseCoopers LLP (or its predecessor) has audited the ~~Company's~~Company’s financial statements for the past 2730 years.

The board of directors has directed that the appointment of PricewaterhouseCoopers LLP as the ~~Company's~~Company’s independent registered public accounting firm for fiscal year ~~2016~~2019 be submitted for ratification by the shareholders at the Annual Meeting. Shareholder ratification of the appointment of PricewaterhouseCoopers LLP as the ~~Company's~~Company’s independent registered public accounting firm for fiscal year ~~2016~~2019 is not required by the ~~Company's~~Company’s charter documents or otherwise, but is being pursued as a matter of good corporate practice. If shareholders do not ratify the appointment of PricewaterhouseCoopers LLP as the ~~Company's~~Company’s independent registered public accounting firm for fiscal year ~~2016,~~2019, the board of directors will consider the matter at its next meeting.

PricewaterhouseCoopers LLP has advised the Company that it will have in attendance at the ~~2016~~2019 Annual Meeting a representative who will be afforded an opportunity to make a statement, if such representative desires to do so, and will respond to appropriate questions presented at the ~~2016~~2019 Annual Meeting.

~~Information about Fees Paid to Independent Registered~~
~~Public Accounting Firm~~INFORMATION ABOUT FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Aggregate fees incurred related to services provided to the Company by PricewaterhouseCoopers LLP for the years ended December 31, ~~2015~~2018 and ~~2014~~2017 were:


		2015		2014	2018 ($)	2017 ($)
Audit Fees	$	1,721,000	$	1,567,493	2,653,798	1,997,959
Audit-Related Fees		2,007		–	85,000	90,000
Tax Fees					19,662	60,000
All Other Fees		4,637		4,812	6,088	34,640

Total Fees	$	1,727,644	$	1,572,305	2,764,548	2,182,599

Audit Fees. Audit fees in ~~2015~~2018 and ~~2014~~2017 were primarily for professional services rendered for the audit of the ~~Company's~~Company’s financial statements for the fiscal year, including attestation services required under Section 404 of the Sarbanes-Oxley Act of 2002, technical accounting consultations related to the annual audit, and reviews of the ~~Company's~~Company’s quarterly financial statements included in its Form 10-Q filings.

Audit-Related Fees. Audit-related fees in ~~2015~~2018 and 2017 were for professional services rendered ~~for~~in connection with the ~~review of a benefit plan of a foreign subsidiary~~Company’s adoption of the ~~Company.~~new leasing accounting standard and new revenue recognition accounting standard, respectively.

Tax Fees. Tax fees in 2018 and 2017 were for tax planning and advisory services.

All Other Fees. All other fees in ~~2015~~2018 and ~~2014~~2017 were for annual subscriptions to accounting resources and, in 2017, also for an annual subscription to ~~a technical accounting database~~tax resources and ~~for~~ professional services rendered to a ~~foreign~~non-U.S. subsidiary of the Company.

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2019 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

THE COMPANY /AUDIT MATTERS

The Audit Committee has adopted a policy regarding the pre-approval of audit and permitted non-audit services to be performed by the ~~Company's~~Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP. The Audit Committee will, on an annual basis, consider and, if appropriate, approve the provision of audit and non-audit services by PricewaterhouseCoopers LLP. The Audit Committee has approved a general provision of $75,000 for accounting advisory and other permissible consulting engagements. Management is responsible for notifying the Audit Committee of the status of accounting advisory and other permissible consulting engagements at regularly scheduled Audit Committee meetings and, if the Audit Committee so determines, the general provision is replenished to $75,000. The Audit Committee did not utilize thede minimisexception to the pre-approval requirements to approve any services provided by PricewaterhouseCoopers LLP during fiscal ~~2015~~2018 and ~~2014.~~

The board of directors unanimously recommends a vote FOR ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2016.2017.

~~Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm~~AUDIT COMMITTEE REPORT

~~Table of Contents~~

~~Audit Committee Report~~

The Audit Committee Report below shall not be deemed to be "soliciting material" or to be filed with the SEC or subject to Regulation 14A or 14C under the Exchange Act, or to the liabilities of Section 18 of the Exchange Act. Notwithstanding anything to the contrary set forth in any of the Company's previous filings under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act that might incorporate future filings, including this proxy statement, in whole or in part, the Audit Committee Report below shall not be incorporated by reference into any such filings.

We have reviewed the audited financial statements of the Company for the year ended December 31, ~~2015,~~2018, which are included in the ~~Company's~~Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2015,~~2018, and met with both management and PricewaterhouseCoopers LLP, the ~~Company's~~Company’s independent registered public accounting firm, to discuss those financial statements. The Audit Committee has discussed with the ~~Company's~~Company’s independent registered public accounting firm the matters required to be discussed by Auditing Standard No. ~~16,~~1301: Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (the ~~"PCAOB"~~“PCAOB”), which include, among other items, matters related to the conduct of the audit of the ~~Company's~~Company’s financial statements. The Audit Committee also discussed with the independent registered public accounting firm their independence relative to the Company and received and reviewed the written disclosures and the letter from the independent registered public accounting firm required by PCAOB Rule 3526 (Communication with Audit Committees Concerning Independence).

Based on the foregoing discussions and review, the Audit Committee recommended to the board of directors that the audited financial statements of the Company for the year ended December 31, ~~2015~~2018 be included in the ~~Company's~~Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2015~~2018 for filing with the Securities and Exchange Commission.

We have appointed PricewaterhouseCoopers LLP as the ~~Company's~~Company’s independent registered public accounting firm for the fiscal year ending December 31, ~~2016.~~2019. This appointment was based on a variety of factors, including PricewaterhouseCoopers ~~LLP's~~LLP’s competence in the fields of accounting and auditing.

The Audit Committee
George L. Sing, Chairman
N. Anthony Coles, M.D
Arthur F. Ryan

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PROPOSAL

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The board of directors unanimously recommends a voteFOR ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

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SHAREHOLDERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of April 17, 2019, the number of shares of the Company’s Class A stock and common stock beneficially owned by each of the Company’s directors, each of the NEOs referred to below under “Executive Compensation,” all directors and executive officers as a group, and each other person or group of persons known by the Company to beneficially own more than 5% of the outstanding shares of Class A stock or common stock, based upon (unless indicated otherwise) information obtained from such persons, and the percentage that such shares represent of the number of outstanding shares of Class A stock and common stock, respectively.

The Class A stock is convertible on a share-for-share basis into common stock. The Class A stock is entitled to ten votes per share and the common stock is entitled to one vote per share. We have determined beneficial ownership in accordance with the rules of the SEC. Except as otherwise indicated in the footnotes below, we believe, based on the information furnished or otherwise available to us, that the persons named in the table below have sole voting and investment power with respect to all shares of Class A stock and common stock shown as beneficially owned by them, subject to applicable community property laws. We have based our calculation of percentage of shares of a class beneficially owned on 1,911,354 shares of Class A stock and 107,727,418 shares of common stock outstanding as of April 17, 2019, except that for each person listed who beneficially owns Class A stock (and for directors and executive officers as a group), the number of shares of common stock beneficially owned by that person (and by directors and executive officers as a group) and the percentage ownership of common stock of such person assume the conversion on April 17, 2019 of all shares of Class A stock listed as beneficially owned by such person (or persons in the case of directors and executive officers as a group) into common stock and also that no other shares of Class A stock beneficially owned by others are so converted.

In computing the number of shares of common stock beneficially owned by a person (and by directors and executive officers as a group) and the percentage ownership of common stock of such person (and by directors and executive officers as a group), shares of common stock subject to options, RSUs, or other convertible securities held by that person (and by directors and executive officers as a group) that are exercisable or releasable as of April 17, 2019 or are exercisable or releasable within sixty days after April 17, 2019 are deemed to be outstanding. Such shares are not deemed to be outstanding, however, for the purpose of computing the percentage ownership of common stock of any other person.

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SHAREHOLDERS

	Shares of Class A Stock Beneficially Owned¹		Shares of Common Stock Beneficially Owned¹
Name and Address of Beneficial Owner	Number	Percent of Class	Number²	Percent of Class
Beneficial Owners of More than 5% of CommonStock or Class A Stock (Other than Directors and Executive Officers):
Sanofi³
54, rue La Boetie	—	—	23,523,269	21.8%
75008 Paris, France
Capital World Investors⁴
333 South Hope Street	—	—	7,041,190	6.5%
Los Angeles, California 90071
BlackRock, Inc.⁵
55 East 52nd Street	—	—	5,929,225	5.5%
New York, New York 10055
The Vanguard Group, Inc.⁶
100 Vanguard Blvd.	—	—	5,898,033	5.5%
Malvern, PA 19355
Directors and Executive Officers:⁷
Leonard S. Schleifer, M.D., Ph.D.	1,726,565⁸	90.3%	4,142,680⁹	3.7%
P. Roy Vagelos, M.D.	—	—	2,119,225¹⁰	1.9%
George D. Yancopoulos, M.D., Ph.D.	42,750¹¹	2.2%	2,874,298¹²	2.6%
N. Anthony Coles, M.D.	—	—	12,848¹³	²⁶
Bonnie L. Bassler, Ph.D.	—	—	16,187¹⁴	²⁶
Michael S. Brown, M.D.	—	—	61,444¹⁵	²⁶
Joseph L. Goldstein, M.D.	—	—	46,595¹⁶	²⁶
Marion McCourt	—	—	17,543¹⁷	²⁶
Christine A. Poon	—	—	112,665¹⁸	²⁶
Arthur F. Ryan	—	—	71,595¹⁹	²⁶
George L. Sing	—	—	234,617²⁰	²⁶
Marc Tessier-Lavigne, Ph.D.	—	—	72,811²¹	²⁶
Robert E. Landry	—	—	148,308²²	²⁶
Daniel P. Van Plew	—	—	364,977²³	²⁶
Huda Y. Zoghbi, M.D.	—	—	16,187²⁴	²⁶
All Directors and Executive Officers as a Group (18 persons)	1,769,315	92.5%	11,214,074²⁵	9.6%

1	The inclusion in this table of any Class A stock or common stock, as the case may be, deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.

2	For each person listed who beneficially owns Class A stock (and for directors and executive officers as a group), the number of shares of common stock listed includes the number of shares of Class A stock listed as beneficially owned by such person (or persons in the case of directors and executive officers as a group).

3	Based solely on a Form 4 filed by Sanofi with the SEC on March 12, 2019. According to this Form 4, 20,723,717 of the shares are held directly by Sanofi and 2,799,552 of the shares are held directly by Aventisub LLC (formerly known as Aventis Pharmaceuticals Inc.). Aventisub LLC is an indirect, wholly-owned subsidiary of Sanofi. Pursuant to the Amended and Restated Investor Agreement, dated as of January 11, 2014 (as amended), by and among Sanofi, Sanofi-Aventis US LLC, Aventisub LLC, and Sanofi-Aventis Amérique du Nord (collectively, the “Sanofi Parties”), and the Company, the Sanofi Parties have agreed to vote all shares of our voting securities they are entitled to vote from time to time as recommended by our board of directors, except that they may elect to vote proportionally with the votes cast by all of our other shareholders with respect to certain change-of-control transactions and to vote in their sole discretion with respect to liquidation or dissolution of Regeneron, stock issuances equal to or exceeding 20% of the outstanding shares or voting rights of Class A stock and common stock (taken together), and new equity compensation plans or amendments if not materially consistent with our historical equity compensation practices. See “The Company — Certain Relationships and Related Transactions — Transactions with Related Persons — Amended and Restated Investor Agreement with Sanofi; 2018 Letter Agreement” above for further information regarding the Amended and Restated Investor Agreement with Sanofi.

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SHAREHOLDERS

4	Based solely on a Schedule 13G filed by Capital World Investors on February 14, 2019. According to this filing, Capital World Investors, a division of Capital Research and Management Company (“CRMC”), has sole voting as to 7,033,102 of the shares reported as beneficially owned and dispositive power as to all of the shares reported as beneficially owned.

5	Based solely on an amendment to a Schedule 13G filed by BlackRock, Inc. on February 6, 2019. According to this amendment, BlackRock, Inc. has sole voting power as to 5,315,220 of the shares reported as beneficially owned and sole dispositive power as to all of the shares reported as beneficially owned.

6	Based solely on an amendment to a Schedule 13G filed by The ~~Audit Committee~~Vanguard Group, Inc. According to this amendment, The Vanguard Group, Inc. has sole voting power as to 96,254, shared voting power as to 19,560, sole dispositive power as to 5,783,377, and shared dispositive power as to 114,656 of the shares reported as beneficially owned. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 71,945 shares as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 66,093 shares as a result of its serving as investment manager of Australian investment offerings.

7	The address for each director and executive officer is c/o Regeneron Pharmaceuticals, Inc., 777 Old Saw Mill River Road, Tarrytown, New York 10591-6707.

8	Includes 15,775 shares of Class A stock held in trust for the benefit of Dr. Schleifer’s son, of which Dr. Schleifer is a trustee.

9	Includes (i) 1,986,237 shares of common stock purchasable upon the exercise of options granted pursuant to the Regeneron Pharmaceuticals, Inc. Second Amended and Restated 2000 Long-Term Incentive Plan, the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan, or the Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan that are exercisable or become so within sixty days after April 17, 2019; and (ii) 5,816 shares of common stock held in an account under the Company’s 401(k) Savings Plan.

10	Includes (i) 1,382,808 shares of common stock purchasable upon exercise of options granted pursuant to the Regeneron Pharmaceuticals, Inc. Second Amended and Restated 2000 Long-Term Incentive Plan, the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan, or the Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan that are exercisable or become so within sixty days after April 17, 2019; (ii) 2,318 shares of common stock held in an account under the Company’s 401(k) Savings Plan; (iii) 146,330 shares of common stock held in a charitable lead annuity trust, of which Dr. Vagelos is the trustee; (iv) 83,652 shares of common stock held in a trust for his grandchildren, of which Dr. Vagelos’s wife is the trustee; (v) 1,203 shares of common stock held in trusts for his grandchildren, of which Dr. Vagelos and/or his wife are trustees; and (vi) 54,146 shares of common stock and 133,891 shares of common stock held by the Marianthi Foundation and the Pindaros Foundation, respectively, both of which are charitable foundations of which Dr. Vagelos is a director and an officer. Dr. Vagelos disclaims beneficial ownership of the shares held by these charitable foundations.

11	Of these shares, 23,367 shares are held in trust for the benefit of Dr. Yancopoulos’s children and certain other family members; Dr. Yancopoulos is a trustee of the trust. The remaining 19,383 shares are held in custody for the benefit of Dr. Yancopoulos’s children.

12	Includes (i) 1,723,489 shares of common stock purchasable upon exercise of options granted pursuant to the Regeneron Pharmaceuticals, Inc. Second Amended and Restated 2000 Long-Term Incentive Plan, the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan, or the Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan that are exercisable or become so within sixty days after April 17, 2019; (ii) 5,786 shares of common stock held in an account under the Company’s 401(k) Savings Plan; (iii) 324,314 shares held in separate grantor retained annuity trusts, of which Dr. Yancopoulos is the trustee; (iv) 753,316 shares of common stock held in trust for the benefit of Dr. Yancopoulos’s children and certain other family members, of which Dr. Yancopoulos is a trustee; and (v) 24,643 shares of common stock held in trusts for the benefit of Dr. Yancopoulos’s children.

13	Consists of (i) 12,703 shares of common stock purchasable upon exercise of options granted pursuant to the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan or the Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan that are exercisable or become so within sixty days after April 17, 2019; and (ii) 145 shares of common stock issuable upon settlement of RSUs that are releasable within sixty days after April 17, 2019 upon termination of service.

14	Consists of (i) 16,042 shares of common stock purchasable upon exercise of options granted pursuant to the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan or the Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan that are exercisable or become so within sixty days after April 17, 2019; and (ii) 145 shares of common stock issuable upon settlement of RSUs that are releasable within sixty days after April 17, 2019 upon termination of service.

15	Consists of (i) 40,200 shares of common stock purchasable upon exercise of options granted pursuant to the Regeneron Pharmaceuticals, Inc. Second Amended and Restated 2000 Long-Term Incentive Plan, the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan, or the Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan that are exercisable or become so within sixty days after April 17, 2019, which are held in a trust of which Dr. Brown and his spouse are trustees for the benefit of Dr. Brown’s immediate family members; (ii) 12,349 shares of common stock held in a trust of which Dr. Brown and his spouse are trustees for the benefit of Dr. Brown’s immediate family members; (iii) 5,000 shares of common stock held in a trust of which Dr. Brown’s spouse is trustee for the benefit of Dr. Brown’s immediate family members; (iv) 3,750 shares of common stock held by a family charitable foundation of which Dr. Brown is a director and an officer and his wife is a director; and (v) 145 shares of common stock issuable upon settlement of RSUs that are releasable within sixty days after April 17, 2019 upon termination of service. Dr. Brown disclaims beneficial ownership of the shares referenced in (iii) and (iv).

16	Includes (i) 34,450 shares of common stock purchasable upon exercise of options granted pursuant to the Regeneron Pharmaceuticals, Inc. Second Amended and Restated 2000 Long-Term Incentive Plan, the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan, or the Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan that are exercisable or become so within sixty days after April 17, 2019; and (ii) 145 shares of common stock issuable upon settlement of RSUs that are releasable within sixty days after April 17, 2019 upon termination of service.

17	Consists of (i) 5,000 shares of common stock purchasable upon exercise of options granted pursuant to the Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan that are exercisable or become so within sixty days after April 17, 2019; (ii) 12,500 shares of restricted stock (2,500 of which vest on February 12, 2023 and 10,000 of which vest on December 12, 2023); and (iii) 43 shares of common stock held in an account under the Company’s 401(k) Savings Plan.

18	Includes (i) 111,730 shares of common stock purchasable upon exercise of options granted pursuant to the Regeneron Pharmaceuticals, Inc. Second Amended and Restated 2000 Long-Term Incentive Plan, the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan, or the Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan that are exercisable or become so within sixty days after April 17, 2019; and (ii) 145 shares of common stock issuable upon settlement of RSUs that are releasable within sixty days after April 17, 2019 upon termination of service.

19	Includes (i) 42,950 shares of common stock purchasable upon exercise of options granted pursuant to the Regeneron Pharmaceuticals, Inc. Second Amended and Restated 2000 Long-Term Incentive Plan, the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan, or the Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan that are exercisable or become so within sixty days after April 17, 2019; and (ii) 145 shares of common stock issuable upon settlement of RSUs that are releasable within sixty days after April 17, 2019 upon termination of service.

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SHAREHOLDERS

20	Includes (i) 102,200 shares of common stock purchasable upon exercise of options granted pursuant to the Regeneron Pharmaceuticals, Inc. Second Amended and Restated 2000 Long-Term Incentive Plan, the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan, or the Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan that are exercisable or become so within sixty days after April 17, 2019; (ii) 3,000 shares of common stock held by Mr. Sing’s spouse; (iii) 4,500 shares of common stock held by Mr. Sing’s spouse as custodian for the benefit of their son; (iv) 10,000 shares of common stock held in a trust for benefit of Mr. Sing’s son; and (v) 145 shares of common stock issuable upon settlement of RSUs that are releasable within sixty days after April 17, 2019 upon termination of service.

21	Includes (i) 71,479 shares of common stock purchasable upon exercise of options granted pursuant to the Regeneron Pharmaceuticals, Inc. Second Amended and Restated 2000 Long-Term Incentive Plan, the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan, or the Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan that are exercisable or become so within sixty days after April 17, 2019; and (ii) 145 shares of common stock issuable upon settlement of RSUs that are releasable within sixty days after April 17, 2019 upon termination of service.

22	Includes (i) 130,793 shares of common stock purchasable upon exercise of options granted pursuant to the Regeneron Pharmaceuticals, Inc. Second Amended and Restated 2000 Long-Term Incentive Plan, the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan, or the Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan that are exercisable or become so within sixty days after April 17, 2019; (ii) 12,500 shares of restricted stock which vest on December 12, 2023; and (iii) 167 shares of common stock held in an account under the Company’s 401(k) Savings Plan.

23	Includes (i) 342,814 shares of common stock purchasable upon exercise of options granted pursuant to the Regeneron Pharmaceuticals, Inc. Second Amended and Restated 2000 Long-Term Incentive Plan, the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan, or the Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan that are exercisable or become so within sixty days after April 17, 2019; and (ii) 1,537 shares of common stock held in an account under the Company’s 401(k) Savings Plan.

24	Consists of (i) 16,042 shares of common stock purchasable upon exercise of options granted pursuant to the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan or the Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan that are exercisable or become so within sixty days after April 17, 2019; and (ii) 145 shares of common stock issuable upon settlement of RSUs that are releasable within sixty days after April 17, 2019 upon termination of service.

25	Includes (i) 6,849,878 shares of common stock purchasable upon exercise of options granted pursuant to the Regeneron Pharmaceuticals, Inc. Second Amended and Restated 2000 Long-Term Incentive Plan, the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan, or the Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan that are exercisable or become so within sixty days after April 17, 2019; (ii) 30,000 shares of unvested restricted stock; (iii) 1,305 shares of common stock issuable upon settlement of RSUs that are releasable within sixty days after April 17, 2019; and (iv) 23,040 shares of common stock held in an account under the Company’s 401(k) Savings Plan.

26	Represents less than 1%.

SHAREHOLDER COMMUNICATIONS

The Company has established a process for shareholders to send communications to the members of the board of directors. Shareholders may send such communications by mail addressed to the full board, a specific member or members of the board, or a particular committee of the board, at 777 Old Saw Mill River Road, Tarrytown, New York 10591-6707, Attention: Corporate Secretary. All such communications will be opened by our Corporate Secretary for the sole purpose of determining whether the contents represent a message to our directors. Any contents that are not in the nature of advertising, promotions of a product or service, or patently offensive material will be forwarded promptly to the addressee. In the case of communications to the board or any individual director or group or committee of directors, the Corporate Secretary will make sufficient copies of the contents to send to such director or each director who is a member of the group or committee to which the envelope is addressed.

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COMPENSATION-RELATED
MATTERS

TABLE OF CONTENTS

INTRODUCTION	52

Regeneron’s Overall Approach to Compensation	52

COMPENSATION DISCUSSION & ANALYSIS	~~George L. Sing, Chairman~~59

Our Compensation Philosophy and Objectives	59

Driving Innovation and Balancing Dilution	59

Compensation Program Simplicity	60

At-Risk, Performance-Based Pay	61

Year-over-Year Consistency	61

Linking Compensation to Long-Term Performance	61

Use of Independent Expertise and Comparative Data	62

Measurable Results	62

Components of Executive Pay: ~~Charles A. Baker~~ ~~Arthur F. Ryan~~ What We Pay and Why We Pay It	63

Base Salary	64

Annual Cash Incentive	64

Annual Equity Awards	67

Perquisites and Personal Benefits	69

Potential Severance Payments	69

Our Compensation Processes	70

Compensation Committee	70

Management	70

Shareholder Input and Outreach	71

Say-on-Pay Vote	71

Shareholder Outreach	71

Independent Compensation Consultant	73

Peer Data	73

Risk Assessment	75

Tax Implications	75

Compensation Committee Report	77

Compensation Committee Interlocks and Insider Participation	77

COMPENSATION DASHBOARD	78

2018 Executive Compensation Tables	78

2018 Summary Compensation Table	78

2018 Grants of Plan-Based Awards	79

Outstanding Equity Awards at 2018 Fiscal Year-End	80

2018 Option Exercises and Stock Vested	82

Post-Employment Compensation	82

Additional Compensation Information	86

Annual Cash Incentive	86

Perquisites and Personal Benefits	87

Potential Severance Payments	88

Pay Ratio	89

Equity Compensation Information	90

Corporate Governance Aspects of the Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan	90

Key Equity Metrics	91

Equity Compensation Plan Information	91

~~Audit Committee Report~~

~~Table of Contents~~

~~Executive Compensation~~

2019 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

~~Compensation Discussion and Analysis~~

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This Compensation Discussion and Analysis provides information about our 2015 compensation program for the following executive officers (the "Named Officers"), whose compensation is set forth in the Summary Compensation Table

~~and the other compensation tables included in this proxy statement:~~

INTRODUCTION

REGENERON’S OVERALL APPROACH TO COMPENSATION

Our Company Mission and Business Model — Sustainable Growth through Innovation¹

To understand the compensation of our “Named Executive Officers” or “NEOs,”²it is important to consider our overall approach to compensation and to appreciate how closely we tie our pay practices to our mission, strategy, and business model. As a science-driven company, we have set out to create an environment where the highest-quality fundamental drug research thrives and where dedicated teams of the best and the brightest can discover, develop, and commercialize new medicines for unmet medical needs.

Our mission is to use the power of science to bring new medicines to patients — over and over again. Our long-term commitment to science and innovation is critical to achieve this mission. Equally important is our ability to engageall of our employees in our mission and to create an ownership culture that guides our employees to operate for the long term. We have designed our compensation program with this in mind: to sustain our business model and drive our product pipeline.

The design and application of our compensation plans (including our reliance on stock options as a primary long-term employee incentive) have been consistent since the Company’s inception. We use stock options because we view them as inherently performance-based and aligned with our shareholders’ interests: no amount of time will make a stock option deliver any value unless the company’s stock price increases. This is why we have favored options over full-value equity awards (such as performance stock units or restricted shares), as full-value awards provide value to employees even when shareholders get nominal or negative returns. In addition, stock options reward our employees for increasing shareholder value over the entire 10-year option term, which we believe is consistent with the drug-discovery/development cycle. We also believe that the performance-based nature of stock options is enhanced for companies like Regeneron whose stock price is directly impacted by pipeline developments.

Last year,over 90%of the employee equity grants were made to our employees who were not NEOs.

However, we recognize that we may need to adapt as circumstances change and, therefore, periodically assess our approach to compensation in light of our business objectives, feedback from our shareholders, and market practices. Our goal is to apply the same kind of rigor to compensation that is emblematic of our approach to science and business matters, and to adjust our compensation program based on our evolving business needs. Following a comprehensive review and based in part on shareholder and employee feedback, we supplemented our annual equity awards in 2018 with highly targeted grants of restricted stock to certain key employees to promote employee retention and reward performance. We will continue to balance consistency and flexibility in our compensation decisions.

Our Compensation Philosophy — Reward All Employees for Value Creation

Our compensation supports our core strategy to create and advance a high-quality, internally developed product pipeline. The pipeline is directly created by our talented employees, and their engagement and commitment are a key driver of pipeline success.

1	In this section, “we,” “us,” and “our” refer to the Company and, where applicable, to the Compensation Committee of the Company’s Board of Directors.

~~Named Officer~~ 2		~~Position~~
~~Leonard S. Schleifer, M.D., Ph.D.~~		These are determined in accordance with SEC rules, and for this year consist of our President and Chief Executive Officer
~~George D. Yancopoulos, M.D., Ph.D.~~		(“CEO”); President ~~Regeneron Laboratories~~ and Chief Scientific Officer
~~Robert E. Landry~~		~~Senior~~ (“CSO”); Executive Vice President, Finance and Chief Financial Officer
~~Neil Stahl, Ph.D.~~		(“CFO”); and our two other highest-paid executives for 2018, our Executive Vice President ~~Research & Development~~
~~Robert J. Terifay~~		~~Executive~~and General Manager, Industrial Operations and Product Supply, and our Senior Vice President, ~~Commercial~~Commercial.

~~It is organized into the following sections:~~

•: ~~Section 1 – Summary (page 35)~~
•: ~~Section 2 – Analysis of 2015 Executive Compensation Based on Compensation Objectives (page 40)~~

•: ~~Section 3 – Executive Compensation Process and Considerations (page 49)~~
•: ~~Section 4 – Elements of Executive Compensation (page 54)~~

52 /

~~Section 1 – Summary~~

2019 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

COMPENSATION-RELATED MATTERS / INTRODUCTION

Our equity program is focused on all employees.We award equity-based pay toall employees to ensure that when we deliver for patients and for shareholders, everyone shares in the potential upside growth. In addition to a comprehensive annual equity program covering all levels of employees, we award initial equity grants to all new hires, primarily in the form of stock options. Last year, approximately 90% of the employee equity grants (both based on grant date fair value and number of underlying shares) were made to our employees who were not NEOs. The broad-based equity program ensures that all employees can share in our future potential in the same way as executives.

~~2015 Performance Overview~~We focus onlong-termgrowth throughinternalinnovation. Our compensation model and company culture underpin this strategy.

Our Company Culture

Our compensation model has been instrumental in furthering a culture of loyal and motivated employees with an entrepreneurial spirit. In each of the last five years, our attrition rate was less than half the industry average. For example, our 2018 turnover rate was 7.1% compared to an industry average of 17.9%,³with turnover of our scientists ranking the lowest of all of our employee groups. We continued to retain employees well above the industry average and to attract new talent.

Stability, consistency, and scientific focus have been important not only to our compensation model, but also our governance. We are led by the longest-serving founder CEO in the S&P 500. He, and our exceptionally stable management and scientific teams, have been the stewards of our long-term approach, and we believe that they are part of the formula for our success. In addition, by having our board of directors and senior management heavily populated with top-science talent, we signal to both employees and investors our seriousness about the Company’s dedication to science and its core competencies and main value driver.

We also believe that our compensation model (including the use of stock options as a primary long-term employee incentive) has helped us establish a culture where employees focus on our mission and the drug-development process. The emphasis on the long term is a core Company belief, consistent with our history of growing through innovation and through a pipeline of internally developed medicines. It also reflects our philosophy of “doing well by doing good,” which encompasses our approach to operating responsibly (including by not using product price increases as a growth strategy) and our commitment to patients.

Over the last 10 years, we broughtsiximportant medicines to patients and obtained regulatory approval forfouradditional key indications for these products.

Further, many of our employees effectively invest in Regeneron’s future by holding their option awards long after they vest and could be exercised for a gain. We think this exemplifies our employees’ belief in our future and the long-term ownership culture that we have created with our compensation program. Similarly, our CEO and CSO have generally held their vested, in-the-money option awards until nearly the end of the full 10-year option term.

Our Performance

Our compensation program underpins our strategy of delivering sustainable, long-term growth through continued innovation. We believe the success of our compensation program and our performance (both financial and operational, in particular with respect to our pipeline progress) are best judged from a ~~fully integrated biopharmaceutical company that discovers, invents, develops, manufactures, and commercializes medicines for~~long-term perspective. We provide an overview of our key accomplishments in the ~~treatment of serious medical conditions. We commercialize medicines for eye diseases, high LDL cholesterol, and a rare inflammatory condition and have product candidates~~last five years below. In addition, to give our shareholders an opportunity to assess last year’s performance, we highlight our achievements in ~~development~~2018 in other areas of high unmet medical need, including oncology, rheumatoid arthritis, asthma, atopic dermatitis, pain, and infectious diseases. For more information about our business, please see Part I, Item 1. "Business" and Part II, Item 7. "Management'sthe subsection “Compensation Discussion and Analysis — Components of ~~Financial Condition~~Executive Pay: What We Pay and ~~Results of Operations"~~Why We Pay It — Annual Cash Incentive.”

Over the last five years, we delivered on our strategic plan and made great strides as we brought four important new medicines to market; obtained regulatory approval for several new indications of our ~~2015 Annual Report.~~flagship drug, EYLEA^®(aflibercept) Injection; advanced multiple new product candidates into clinical development; grew revenue and earnings; diversified our revenue stream; and strengthened our balance sheet. Operational and financial performance highlights from this period include those listed below.

3	Industry average is based on the Radford U.S. Life Sciences Trends Report for 2018.

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COMPENSATION-RELATED MATTERS / INTRODUCTION

~~2015 was another extraordinary year~~

Operational Performance Highlights

New Indications for ~~Regeneron. Our key accomplishments in 2015 included:~~

•: ~~47% growth in EYLEA® (aflibercept) Injection global net product sales~~EYLEA. ~~as compared to 2014, from $2.775 billion to $4.089 billion.~~
•: ~~46% growth in our total revenues~~ ~~as compared to 2014, from $2.820 billion to $4.104 billion.~~

•

~~19% growth in non-GAAP net income~~ ~~as compared to 2014, from $1.175 billion to $1.404 billion. (Non-GAAP net income is not a measure calculated in accordance with~~We obtained U.S. ~~Generally Accepted Accounting Principles. See Appendix A~~Food and Drug Administration (“FDA”) approval for ~~a definition of non-GAAP net income and a reconciliation of non-GAAP net income to net income.)~~

•

~~Advances in our EYLEA® franchise~~~~, including:~~

o: ~~Regulatory approval of EYLEA® for the treatment of visual impairment due to~~three additional EYLEA indications (diabetic macular edema ~~secondary to~~(“DME”), macular edema following branch retinal vein occlusion, and ~~the treatment of visual impairment secondary to myopic choroidal neovascularization in the European Union;~~
o: ~~Regulatory approval of EYLEA® for the treatment of~~ diabetic retinopathy in patients with ~~diabetic macular edema~~DME), and grew EYLEA net product sales in the United ~~States; and~~
o: ~~Regulatory approval of EYLEA® for~~States by 135%, to $4.1 billion. Importantly, we achieved this growth without resorting to price increases. Our commercialization efforts also resulted in EYLEA becoming the ~~treatment~~market-leading anti-VEGF therapy approved across a broad range of retinal ~~vein occlusion~~diseases.
Newly Approved Treatments.We brought four important, novel treatments to patients — Praluent^®(alirocumab) Injection (2015)*, Kevzara^®(sarilumab) Injection (2017)*, Dupixent^®(dupilumab) Injection (2017)*, and Libtayo^®(cemiplimab) Injection (2018)* — each of which was both discovered and developed by Regeneron.
Additional Dupixent Indication.We continued to make progress fulfilling Dupixent’s “pipeline-in-a-product” promise by obtaining FDA approval for Dupixent as an add-on maintenance therapy in ~~Japan.~~

•

~~Regulatory approval~~patients with moderate-to-severe asthma aged 12 years and ~~launch~~older.

Other Advancements in Dupixent Clinical Program.We made considerable progress in further clinical development of ~~Praluent® (alirocumab) Injection~~~~, the first FDA-approved drug in~~Dupixent. We reported positive results from a ~~new class of drugs that lower LDL ("bad") cholesterol.~~

~~Executive Compensation~~

~~Table of Contents~~

•

~~Completion of enrollment in the Praluent® ODYSSEY OUTCOMES trial~~~~, an 18,000-patient study prospectively assessing the potential of Praluent® to demonstrate cardiovascular benefit.~~

•

~~Further advances in our late-stage clinical pipeline~~, which includes sarilumab, an IL-6 receptor antibody for rheumatoid arthritis; dupilumab, an IL-4 receptor-alpha antibody for allergic diseases; fasinumab, an antibody to nerve growth factor (NGF); and REGN2222, an antibody to the Respiratory Syncytial Virus-F (RSV-F) protein:

o: ~~Reported positive~~ Phase 3 ~~data for sarilumab from three~~study in adolescent patients with moderate-to-severe atopic dermatitis and two pivotal Phase 3 studies in adults with inadequately-controlled chronic rhinosinusitis with nasal polyposis, and advanced Dupixent into additional studies in pediatric patients with ~~rheumatoid arthritis (SARIL-RA-TARGET, SARIL-RA-EASY, and SARIL-RA-ASCERTAIN) and submitted a Biologics License Application for sarilumab~~asthma (Phase 3), pediatric patients with ~~the FDA.~~
o: ~~Reported positive pivotal Phase 2b data for dupilumab in asthma and completed enrollment of the dupilumab~~ atopic dermatitis ~~Phase 3 studies.~~(Phase 2/3), eosinophilic esophagitis (Phase 2/3), grass allergy (Phase 2), and peanut allergy (Phase 2).
Advancements in Immuno-oncology Programs.
o: ~~Entered into~~We made great strides toward our goal of developing a ~~collaboration agreement relating~~diverse and comprehensive immuno-oncology portfolio. In addition to ~~fasinumab with Mitsubishi Tanabe Pharma Corporation for Japan, Korea,~~the launch of Libtayo as discussed above, we are developing Libtayo in several other indications, including non-small cell lung cancer, cervical cancer, and ~~nine other Asian countries, excluding China.~~
o: ~~Initiated a Phase 3 clinical study of REGN2222 for Respiratory Syncytial Virus.~~

•

~~Continued growth of~~basal cell carcinoma. We are also excited about our bispecific antibody programs, including REGN1979, REGN4018, and REGN5458, which advanced into clinical development ~~pipeline, as evidenced by the submission of one Investigational New Drug Application with the FDA in 2015~~for B-cell non-Hodgkin lymphoma, ovarian cancer, and 13multiple myeloma, respectively.

Pipeline Progress.We completed 61 clinical trials, including 17 pivotal studies, and advanced 15 product candidates ~~(consisting~~into clinical development. As of ~~one Trap-based and 12 fully-human monoclonal antibody~~December 31, 2018, we had 21 product candidates ~~based on the Company's~~~~VelocImmune®~~ ~~technology)~~ in clinical development and had 57 clinical trials ongoing.

Human Genetics Initiative.We launched Regeneron Genetics Center^®(the “RGC”), our human genetics initiative, the objective of which is to expand the use of human genetics for discovering and validating genetic factors that cause or influence a range of diseases where there are major unmet medical needs. Since its founding, the RGC has entered into a number of important collaborations, including those with the Geisinger Health System and the UK Biobank, and had sequenced almost 500,000 exomes (the portions of a genome that code information for protein synthesis) as of December 31, ~~2015.~~

•

~~New global strategic~~2018. The RGC already made discoveries that helped advance Regeneron’s pipeline. Notably, the RGC provided human genetics validation and guidance for indications for evinacumab, REGN3500, Dupixent, and other earlier-stage programs. The RGC also discovered new targets for which we now have new molecules and therapeutics candidates, such as our new NASH target, HSD17B13, and our corresponding preclinical RNAi therapeutic being developed in collaboration with ~~Sanofi~~Alnylam Pharmaceuticals, Inc.

Human Capital Management.We more than tripled the size of our workforce, from 2,336 to ~~discover, develop,~~7,384 full-time employees, while continuing to sustain an engaging culture that drives innovation and ~~commercialize antibody-based cancer treatments in~~maintaining an attrition rate at less than half the ~~field of immuno-oncology.~~industry average.

Company Recognition.

•

~~Further important steps to support our current and future growth~~~~, including adding two new buildings in~~We were recognized four times as the Tarrytown campus providing nearly 300,000 square feet of additional laboratory and office space; significant progress with the construction of a new manufacturing facility in Limerick, Ireland; and increasing headcount on a year-over-year basis by approximately 47% as of December 31, 2015.

•: ~~Further progress of Regeneron Genetics Center.~~ As of December 31, 2015, the Regeneron Genetics Center expanded on its foundational population-based collaboration with Geisinger Health Systems with over a dozen collaborations with academic institutions, government entities, and health systems, and had achieved the ability to sequence exomes at the rate of 100,000 per year.
•: ~~Collaboration agreement with the Biomedical Advanced Research and Development Authority (BARDA)~~ ~~of the U.S. Department of Health and Human Services to develop, test, and manufacture a monoclonal antibody therapy for the treatment of Ebola virus infection.~~
•: ~~Named one of the two top employers~~No. 1 employer in the global biopharmaceutical industry byScience ~~Magazine~~ ~~for~~magazine, named five times as one of the ~~fifth consecutive year,~~“100 Best Companies to Work For” byFORTUNEmagazine, and named four times as one of the ~~fourth most innovative company in the world~~world’s top 10 Most Innovative Companies byForbes.

* Year of initial FDA approval.

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COMPENSATION-RELATED MATTERS / INTRODUCTION

Financial Performance Highlights

Revenue Increase and Diversification.Our progress with expanding our portfolio of internally discovered and developed marketed products translated into an increase in our revenues by 138%, ~~and one of~~~~Fortune Magazine's~~ ~~100 best places~~ to ~~work.~~

~~These and other recent accomplishments have contributed to the creation of significant value for our shareholders. The Company's strong performance is reflected in the appreciation~~$6.7 billion. We also took important steps toward greater diversification of our revenues. In particular, in its first full year on the market (2018), Dupixent generated $922 million of global net product sales (as recorded by our collaborator Sanofi).

Strengthening Our Financial Condition.Our cash, cash equivalents, and marketable securities grew by 236%, to $4.6 billion, and we solidified our financial condition by repaying all of our outstanding convertible senior notes and purchasing outstanding warrants we issued as part of a 2011 financing transaction.

We also obtained additional financial flexibility by securing a $750 million revolving credit facility, which remained undrawn at the end of this period.

Deployment of Capital to R&D.Over the last five years, we deployed an aggregate of $9.2 billion to research and development, excluding the additional $3.5 billion deployed to our R&D projects directly by our collaborators over this period. Importantly, our R&D spend was focused on organic growth driven by our internal pipeline, rather than growth through acquisitions.

Key Performance Metrics

Revenues ($ millions)	Global Net Product Sales of EYLEA* ($ millions)	Global Net Product Sales of Other Products ($ millions)**



Cash, Cash Equivalents, andMarketable Securities (as of year-end)	Number of Marketed Products(as of year-end)

*Bayer records net product sales of EYLEA outside the United States.

**Sanofi records global net product sales of Dupixent, Praluent, Kevzara, and ZALTRAP.

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COMPENSATION-RELATED MATTERS / INTRODUCTION

In this period, our stock’s performance approximated that of the S&P 500 Index, but, despite progress in many key areas of our business as described above, our stock ~~price, which increased 32%, 217%, and 1554% over~~underperformed the ~~one-, three-, and five-year periods~~S&P Biotechnology Select Industry Index. Over the 10-year period ended December 31, ~~2015, respectively. This shareholder return places our common~~2018, we delivered stock ~~performance in the 85~~^th~~, 90~~^th,price appreciation of 1,934% and 99^th ~~percentile, respectively, of all NASDAQ-listed companies with a market capitalization greater than $5 billion in those periods. In addition, our common stock was the 3~~^rd~~, 4~~^th, and top performing stock in our Peer Group, discussed further in this Compensation Discussion and Analysis section, over the one-, three-, and five-year periods ended December 31, 2015. See "Section 3 – Executive Compensation Process and Considerations – Peer Group" for the definition of our Peer Group and our Biotech R&D Peers.

~~As illustrated by the chart below, our total shareholder return ("TSR") significantly~~ outperformed both the S&P 500 Index (2008–2018 total shareholder return of 243%) and the S&P Biotechnology Select Industry Index ~~over~~(2008–2018 total shareholder return of 315%). While we cannot predict the ~~past five years.~~

36performance of our stock price in any particular time period, we believe that if we continue to deliver operational, pipeline, and financial results, the creation of shareholder value and stock price appreciation will follow.

~~Executive Compensation~~

~~Table of Contents~~

Regeneron 5-Year TSR vs. S&P ~~Indices~~
Indices*

*TSR data reflect total returns (stock price appreciation and, if applicable, reinvested dividends).

~~Compensation Objectives~~

Delivering Growth and ~~Elements~~Managing Dilution

~~We believe that~~

In the ~~leadership~~last ten years, the number of our employees increased by over 700% and we created nearly 6,500 new full-time jobs. This degree of growth cannot be realized without an impact on our all-employee equity program. In recognition of the ~~current executive team has been instrumental~~impact of our growth on the use of equity, commencing in 2013, we started to reduce the number of options granted per employee, including to our ~~success~~CEO, by approximately 54% between 2012 and 2018. This allowed us to maintain our annual burn rate at levels we consider reasonable for a high-growth company without sacrificing our core business principle that equity participation by all employees supports innovation that drives growth. Consistent with our all-employee equity award strategy, approximately 90% of the employee equity grants in ~~2015~~2018 (both based on grant date fair value and ~~prior years, and that an executive compensation program that attracts, motivates, and helps retain key executives, including the Named Officers, is critical~~number of underlying shares) were made to our ~~long-term success. Our executive compensation program is designed to achieve four main objectives:~~employees who were not NEOs.

•

~~pay for performance;~~

•

~~closely align~~

The relative stability of our recent burn rate (i.e., the ~~interests of shareholders and management;~~

•: ~~strike a balance between short- and long-term perspectives and support our long-term growth prospects; and~~
•: ~~attract and retain highly skilled and talented executives~~burn rate resulting from all equity awards made in a ~~competitive marketplace.~~

~~To realize these objectives,~~particular year) despite increasing headcount and maintaining a program with full employee participation is shown below for the period between 2012 and 2018, in which we ~~utilize five primary compensation elements, which are summarized~~implemented year-over-year reductions in the ~~table below and~~option grants per employee discussed ~~in detail under "Section 4 – Elements of Executive Compensation":~~above.

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	~~Objective~~

~~Compensation Element~~	~~Pay for~~ ~~Performance~~	~~Shareholder~~ ~~Alignment~~	~~Balance~~ ~~between Short-~~ ~~and Long-Term~~ ~~Perspectives~~	~~Market~~ ~~Competitiveness~~ ~~and Retention~~
~~Base Salary~~			·	·
~~Annual Cash Bonus~~	·	·	·	·
~~Annual Stock Option Awards~~	·	·	·	·
~~Perquisites and Other Personal Benefits~~				·
~~Potential Severance Benefits~~			·	·

37COMPENSATION-RELATED MATTERS /INTRODUCTION

~~Executive Compensation~~

~~Table of Contents~~

~~The Compensation Committee considered each~~Regeneron Stock Utilization vs. Headcount*

Burn rate calculated by dividing the number of shares subject to equity awards (stock options, restricted stock, and restricted stock units) granted during the year by the basic weighted-average number of shares of common stock and Class A stock outstanding during the year. Commencing in 2018, a multiplier of 2.5 is applied to awards of restricted stock and restricted stock units. For comparison purposes, the previously reported 2012–2017 burn rates have been adjusted in this chart using the same multiplier. Headcount numbers based on the number of employees as of December 31 of the applicable year.

CEO Pay-for-Performance Alignment

Only a small fraction (5%) of our ~~compensation objectives in determining the 2015 compensation~~CEO’s direct pay⁴is not directly correlated to performance, with 95% of ~~our executives, including the Named Officers, as discussed in greater detail for each~~his direct pay consisting of ~~these objectives under "Section 2 – Analysis~~performance-based (“at-risk”) compensation. The high proportion of ~~2015 Executive Compensation Based on Compensation Objectives." In particular:~~

•

~~We believe in performance-based compensation and long-term incentives.~~ In 2015, we continued to rely primarily on performance-based compensation, both for our short-term (cash bonus) and long-term incentives (stock option awards). This emphasis on performance-based compensation (particularly long-term incentives in the form of stock options)at-risk pay has been a consistent ~~part~~and defining feature of our ~~philosophy since Regeneron's inception, including prior to~~CEO compensation structure. In contrast, the ~~significant appreciation in Regeneron's stock price that began in early 2011.~~

•

We believe that time-based stock options are inherently performance based, as they provide value to employees only if there is future stock price appreciation and do not provide any value to employees if the stock price declines below the exercise price. ~~As illustrated by the charts in "Section 2 – Analysis~~percentage of ~~2015 Executive Compensation Based on Compensation Objectives," this emphasis on stock options has resulted in close alignment of our Chief Executive Officer's~~CEO at-risk compensation in ~~2015 and over the last five years~~our Peer Group is significantly lower, at 81%.⁵

CEO equity compensation declined in 2018, with ~~the performance of our common stock over those periods:~~

o

Both in 2015 and over the five-year period ended December 31, 2015, the year-over-year increases in our Chief Executive Officer's compensation were principally attributable to the significant appreciation in our stock price, which increased the reportedequity grant date fair value ofthat was 3% lower and 7.5% fewer options than in 2017. Looking at our ~~Chief Executive Officer's stock option awards as determined according to~~CEO pay and performance from a longer-term perspective, over the ~~Black-Scholes model for valuing stock options.~~

o

~~Over~~last six years (the period in which we reduced, on a year-over-year basis, the ~~same periods, the Black-Scholes grant date fair value of stock option grants to our Chief Executive Officer increased less than the appreciation of our stock price, in part because the absolute~~ number of stock options granted to our ~~Chief Executive Officer decreased~~CEO as well as per employee) our total shareholder return was 118% but our CEO’s total direct compensation declined by 14%. Importantly, in ~~the last three years. The number of shares underlying the annual stock option award~~line with our dilution-based approach to our Chief Executive Officer in 2015 was approximately 39% lower than in 2012, while the stock price appreciated 217% over the same period. As a result, the appreciation in the reported value of our Chief Executive Officer's pay was significantly below the appreciationsetting equity compensation, we did not attempt to make up any decline of our stock price in any of these years by granting our CEO a greater number of options to reach a target “value.” To the contrary, we have been steadily reducing the number of his options in the last six years (by 15% versus the prior year in each of 2013, 2014, 2015, and 2016; by 5% in 2017; and by 7.5% in 2018), just like the grants to our other employees, in order to manage our overall burn rate.

6-Year Change in CEO Total Direct Compensation vs. Cumulative Total Shareholder Return*

“CEO total direct compensation” means total compensation as reported in the Summary Compensation Table in the applicable proxy statement (other than amounts reported as “All other compensation”).

4	We define “direct pay” or “direct compensation” as total compensation as reported in the Summary Compensation Table in the applicable proxy statement, other than the amounts reported as “All other compensation.”

5	Based on the Peer Group median for each compensation component (using data reported for 2017). See the subsection “Our Compensation Processes—Peer Data” below for a list of the companies included in our Peer Group.

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Shareholder Engagement and Feedback

While we believe our compensation model is the right one for our Company at this time and is supported by our long-term performance, we actively seek your input on compensation and governance matters and are always open to new ideas. Our shareholder outreach program is extensive, as shown by the fact that last year we engaged in direct one-on-one discussions with shareholders collectively representing nearly 50% of the shares of common stock outstanding as of December 31, 2018 (excluding shares held by our directors and executive officers and Sanofi). We solicit our shareholders’ input both ~~cumulatively over~~in connection with our annual shareholder meetings and in the ~~five-year period~~“off-season,” where we discuss compensation, governance, and other issues of importance and interest to our shareholders. During the 2018 off-season outreach, we focused the discussions on, ~~a year-over-year basis. This means that the value~~among other matters, human capital management. We encourage director participation as part of our ~~long-term shareholders' investment~~shareholder engagement, and the Compensation Committee Chair has been involved in ~~Regeneron grew more rapidly than~~ our ~~CEO's pay over those periods.~~

o

~~To further illustrate this point, over~~outreach. We take shareholder feedback into account for our compensation and governance decisions. See the ~~last five years, our Chief~~ subsection “Our Compensation Processes — Shareholder Input and Outreach” below for additional information.

Executive ~~Officer's total direct compensation, as~~Compensation Best Practices

The following is a ~~percentage~~summary of ~~Regeneron's capitalization in the year in which the compensation was awarded, decreased from 0.20% to 0.08%.~~

o

~~As a result~~some of our ~~emphasis on performance-based~~executive compensation ~~on a relative basis~~best practices and policies.

WHAT WE DO

	Align pay with performance	Maintain a strong recoupment (clawback) policy

	Align compensation with shareholder interests	Review peer group pay as reference point

	Apply robust stock ownership guidelines	Retain an independent compensation consultant

	Apply “double trigger” change-in-control vesting provisions to equity awards	Engage with shareholders on executive compensation matters


WHAT WE DON’T DO

	Tie compensation to short-term metrics	Provide excise tax gross-ups in any new compensation plans or arrangements

	Reprice or exchange stock options
		Allow hedging or pledging of securities
	Provide excessive perquisites

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COMPENSATION DISCUSSION
AND ANALYSIS

OUR COMPENSATION PHILOSOPHY & OBJECTIVES

We consider the following seven objectives when ~~compared to our Peer Group, the total direct~~determining compensation of our Chief Executive Officer over the last three years was also closely aligned with the performance of our common stock even when taking into account the reported grant date fair value of our Chief Executive Officer's stock option awards as determined according to the Black-Scholes model.

•

~~We believe in year-over-year consistency in making compensation decisions~~NEOs and ~~in striking a balance between the dilutive impact of equity grants and the competitiveness of our compensation program.~~ ~~In our compensation decisions, we~~other executives:

1	Driving innovation through our ownership culture while balancing the dilutive impact of equity grants

2	Prioritizing design simplicity, long-term orientation, and avoiding too much emphasis on short-term metrics

3	Providing at-risk, performance-based pay at all levels, with increased performance accountability as responsibility increases

4	Balancing year-over-year consistency and flexibility in making compensation decisions

5	Aligning our executive compensation with shareholder interests by linking compensation to the core elements of our long-term performance

6	Using independent sources of expertise and comparative data to inform our decision-making

7	Assessing our compensation objectives in light of measurable results

1.	Driving innovation through our ownership culture while balancing the dilutive impact of equity grants

We focus on the number of shares underlying equity awards ~~relative to the number~~as a percentage of basic shares of ~~common~~capital stock outstanding ~~rather than the grant date fair value of the award (as determined according to the Black-Scholes model).~~when making decisions on equity-based pay for our NEOs. We believe this ~~ownership- and~~ dilution-based approach ~~to awarding stock options provides a better measure of the amount of potential increases in shareholder value that would be shared by the awards and~~ allows us to evaluate ~~such~~stock option and other equity grants on a consistent basis ~~as compared~~year-over-year, without regard to ~~other companies and regardless of~~ fluctuations in the share price, ~~of Regeneron's or other companies' common stock. Further, focusing on the number of shares~~ and ~~the incremental sharing rate~~is aligned more closely with shareholder interests. We also believe this approach allows for a more meaningful comparison to industry peers.

The 2018 CEO option grant as a percent of ~~potential future upside (rather than targeting a specific Black-Scholes grant date fair value) avoids rewarding officers with larger grant sizes following a decline in our stock price.~~

o: ~~As a percentage of the total~~ basic shares outstanding ~~the 2015 stock option award to our Chief Executive Officer~~ was ~~significantly~~ below the 75^th75th percentile of the ~~companies included in~~market composite data prepared by Radford from the ~~2015 Radford Global Life Sciences Survey and only slightly above the 50~~^th ~~percentile (at 0.166% compared to 0.290% and 0.154%, respectively). In addition, this award was below the 50~~^th ~~percentile of our Biotech R&D Peers (which was 0.183%).~~
o: In 2015, the Compensation Committee reduced the number of shares underlying the annual stock option awards to the Named Officers by 15% compared to 2014 (other than Mr. Terifay's award, which remained at the 2014 level due to his promotion to Executive Vice President, Commercial). This decrease constituted the third consecutive double-digit percentage decrease in the annual grant of stock options to our Named Officers, in each case following outstanding TSR performance. In reducing the size of 2015 annual stock option awards to executives, the Compensation Committee sought to reduce the

~~Executive Compensation~~

~~Table of Contents~~

potential dilutive impact of new equity awards without adversely affecting the competitiveness of our executive compensation program, which has successfully motivated our senior management team to deliver high operating performance and shareholder value.

o: We continued to pay close attention to our burn rate. Despite the expansive growth of our employee base, which increased by 121% between 2012 and 2015 (from 1,950 full-time employees to 4,303 full-time employees), our burn rate decreased from 5.4% to 4.4% over the same period, and we maintained a three-year burn rate average of 4.1% in 2015. We achieved this reduction through implementing three consecutive double-digit percentage decreases in the number of shares underlying annual stock option awards, without eliminating the broad-based nature of our equity compensation program.

o: We believe our approach to equity compensation has helped us to successfully grow and manage employee attrition, as evidenced by our 2015 employee turnover of approximately 6%, which compares favorably to the average employee turnover of approximately 18% for the life sciences sector based on the Fourth Quarter 2015 Radford Global Life Sciences Trends Report.

~~Highlights of Compensation Policies and Practices~~

We are committed to maintaining rigorous corporate governance standards, including those related to the oversight of our executive compensation policies and practices. We have compensation policies and practices designed to enhance governance of our executive compensation program and to further our compensation objectives. These policies and practices include:


~~Policy/Practice~~		~~Description~~
~~Independent Compensation Consultant~~		The Compensation Committee's consultant, Frederic W. Cook & Co., Inc., is retained directly by the Compensation Committee, performs projects at the Compensation Committee's direction, and does not otherwise perform any other consulting or other services for us.
~~Stock Ownership Guidelines~~		To further align the interests of senior management with the interests of shareholders and promote a long-term perspective, our directors and senior officers are subject to stock ownership guidelines with the following share ownership targets: • ~~Chairman of the Board and Chief Executive Officer, six times (6x) base salary;~~ • ~~Chief Scientific Officer, three times (3x) base salary;~~ • ~~Executive/Senior Vice Presidents, two times (2x) base salary; and~~ • ~~Non-employee members of the board of directors, six times (6x) the annual retainer.~~ All of our directors and senior officers subject to the stock ownership guidelines have either met their respective share ownership targets or are still within the five-year period for achieving compliance.
~~Transparent Equity Granting Process and Practices~~		Annual stock option awards to eligible employees are made by the Compensation Committee according to a regular, pre-set schedule. The meetings at which such grants are approved are generally scheduled about a year in advance, without regard to the timing of earnings or other major announcements.
~~Recoupment Policy~~		~~We have a policy regarding recoupment or reduction of incentive compensation for compliance violations that is applicable to our officers, including the Named Officers, and other specified employees.~~

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~~Policy/Practice~~		~~Description~~
~~Prohibition Against Hedging and Pledging of Our Securities~~		~~We have a policy against hedging and pledging of our securities by our directors and employees, including the Named Officers.~~
~~No "Single Trigger" Severance or Vesting Change-in-Control Arrangements for Named Officers~~		~~Our change in control severance plan, equity award agreements with the Named Officers, and employment agreement with our Chief Executive Officer do not contain "single trigger" provisions (~~~~i.e.~~~~, do not provide for cash severance payments or accelerated vesting of equity awards solely on account of a change in control without a termination of employment).~~
~~Policy Regarding Excise Tax Gross-Ups~~		We have a policy against including excise tax gross-up provisions with respect to payments contingent upon a change in control of Regeneron in contracts, compensatory plans, or other arrangements with the Company's executive officers, including the Named Officers (other than the existing employment agreement with our Chief Executive Officer or any amendments thereto, which we expressly exempted).
~~Limited Perquisites~~		~~The perquisites and other personal benefits afforded to our Named Officers are limited and are subject to periodic review by the Compensation Committee.~~
~~Compensation Committee Oversight; Executive Sessions~~		~~Our Compensation Committee regularly meets in executive sessions without members of management present.~~
~~Risk Management~~		Our Compensation Committee regularly reviews our compensation strategy and practices, including an annual review of our compensation-related risk profile, to ensure that our compensation-related risks are not reasonably likely to have a material adverse effect on the Company.

~~Section 2 – Analysis of 2015 Executive Compensation Based on Compensation Objectives~~

~~Pay for Performance~~

We believe in rewarding performance and establishing a strong link between compensation and both individual and corporate performance at all levels of the Company. We also believe that accountability and total compensation potential should generally increase with position and responsibility and that the proportion of the performance-based component of compensation should increase with position and responsibility. Consistent with this view, individuals with greater responsibility and ability to influence our achievement of corporate goals and strategic initiatives generally are targeted with higher levels of cash compensation, but have a higher proportion of their total cash compensation represented by cash bonus, the amount of which is based on individual and/or corporate performance and is, therefore, at risk. Similarly, equity-based compensation is higher for persons with higher levels of responsibility, making a significant portion of their total compensation dependent on long-term stock appreciation and, therefore, long-term corporate performance.

This pay-for-performance philosophy was strongly reflected in the mix of compensation elements, or "pay mix," of our Named Officers in 2015. The following charts display the mix of 2015 compensation (fixed vs. performance-based and long-term vs. short-term) of our Chief Executive Officer and our other Named Officers (excluding our Chief Executive Officer) and the mix of compensation elements of the companies included in the 2015 Radford Global Life Sciences Survey. As shown in these charts, 97% and 96% of the total direct 2015 compensation of our Chief Executive Officer and our other Named Officers, respectively, consisted of performance-based compensation, which exceeds the average percentage of performance-based compensation paid by the companies included in the 2015 Radford Global Life Sciences Survey by 7% and 14%, respectively. Accordingly, based on these metrics, our 2015 executive compensation program was more heavily weighted toward "at risk," performance-based components.

~~Executive Compensation~~

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~~Regeneron CEO Pay Mix~~		~~Regeneron Other NEO Pay Mix~~

~~Survey CEO Pay Mix~~		~~Survey Other NEO Pay Mix~~

~~Based on 2015 compensation information reported in the Summary Compensation Table on page 61 for Regeneron and on the 2015~~2018 Radford Global Life Sciences Survey (comprising U.S. public biotechnology and pharmaceutical companies that have between ~~800~~1,500 and ~~15,000~~20,000 employees)~~. "Equity" (shown~~ and our Peer Group data (we refer to the composite data below as ~~part~~the “Market Composite Data”).

Based on 2018 stock option award information reported in the Summary Compensation Table included in this proxy statement for Regeneron and on the Market Composite Data.

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Focusing on the number of ~~the inner circle in the charts above) reflects the~~shares, rather than targeting a specific grant date fair value, avoids rewarding executives with larger grant sizes following a decline in stock price. As an example, when our stock price declined on a year-over-year basis in 2016, we did not make up this decline by granting a greater number of ~~equity awards; and "STIP" (shown as part of the inner circle in the charts above) consists of bonus and/~~options to our CEO or other ~~applicable compensation provided under short-term, non-equity incentive plans. "Long-term" compensation (shown as part of the middle circle in the charts above) consists of equity;~~NEOs, and "short-term" compensation (shown as part of the middle circle in the charts above) consists of base salary and bonus/STIP. "Performance-based" compensation (shown as part of the outer circle in the charts above) consists of bonus/STIP and equity. Total compensation amounts reflectour CEO’s 2016 total direct ~~compensation (total reported compensation, other~~pay was over 40% lower than ~~amounts reported under "All other compensation").~~

~~As shown~~ in ~~the charts above, the Compensation Committee manages the pay mix such that a substantial portion~~2015. In each of ~~pay is dedicated to "at risk," performance-based compensation, with that portion to comprise a significantly greater percentage of total direct compensation as~~2017 and 2018, when our stock price remained relatively flat compared to the ~~average of~~prior year, we continued to reduce the

companies included in the 2015 Radford Global Sciences Survey. The Compensation Committee believes that this mix of pay best aligns the interests of our Named Officers with those of our shareholders over time.

~~Executive Compensation~~

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~~Shareholder Alignment~~

We believe that the compensation realized by our leadership team, including the Named Officers, should show a strong relation to the value realized by our shareholders. This principle is reflected both in the pay mix referenced above and in our focus on stock options, as the value realized by the holder of a stock option, if any, is dependent upon, and directly proportionate to, appreciation in the price of our common stock. Since our inception, we have consistently structured our executive compensation based on our belief that stock options naturally align executives with the creation of future shareholder value. We also believe that stock options have been fundamental to our ability to attract, motivate, and retain top talent whose contributions and leadership have driven the Company's achievement of corporate and strategic goals and resulted in a substantial enhancement of shareholder value. Over the one-, three-, and five-year periods ended December 31, 2015, our stock price increased 32%, 217%, and 1554%, respectively. This shareholder return places our common stock performance in the 85^th~~, 90~~^th~~, and 99~~^th ~~percentile,~~

~~respectively, of all NASDAQ-listed companies with a market capitalization greater than $5 billion in those periods. Our use~~ number of stock options ~~ensures alignment of the interests of~~awarded to our executives, including the Named Officers, with those of Company shareholders, as our executives not only benefit from our successes, and the resulting appreciation of our stock, but are also impacted by decreases in our stock price.

The following chart compares our TSR over the last five years with the compensation of our Chief Executive Officer over the same period. We do not focus primarily on total direct compensation as a key metric, as it is derived in part from the reported grant date fair value of stock option awards as determined according to the Black-Scholes model. As further discussed below, in assessing stock option awards, we primarily considerCEO. In 2018, the number of shares underlying our CEO’s award was reduced by 7.5%, contributing to a 3% reduction in grant date fair value.

Share percentages are based on 96.6 million, 99.4 million, 101.7 million, 104.1 million, 105.5 million, 107.4 million, and 108.2 million shares (in each case consisting of common stock and Class A stock) outstanding as of October 12, 2012, October 28, 2013, October 16, 2014, October 16, 2015, October 20, 2016, October 20, 2017, and October 19, 2018, respectively, as reported in Regeneron’s Quarterly Report on Form 10-Q for the third quarter of the applicable year.

2.	Prioritizing design simplicity, long-term orientation, and avoiding too much emphasis on short-term metrics

We primarily rely on stock option grants for our NEOs’ equity-based pay because they are simple, do not deliver realizable compensation if shareholders fail to benefit from a stock price increase, are in sync with the time required for discovery, development, and commercialization of novel therapies, and would be difficult to “game,” unlike some pre-set short-term performance goals.

We believe that our long-term performance and our robust pipeline are evidence of providing our NEOs and other employees with the right incentives. Tying compensation to long-term, Company-wide success has enabled us to encourage decision-making that we believe is consistent with the long-term sustainability of our Company and our reputation. Options support our strategy of driving value creation through innovation, our pipeline, and demand for our products.

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3.	Providing at-risk, performance-based pay at all levels, with increased performance accountability as responsibility increases

All of our CEO’s direct pay, except for base salary, is “at-risk.” At-risk pay comprised 95% of our CEO’s direct pay in 2018 (the breakdown was similar in recent prior years). This is significantly higher than the percentage of at-risk compensation for CEOs in our Peer Group (based on the Peer Group median for each compensation component), as shown below.

“At-risk Equity” consists of stock options and any equity awards with performance-based vesting conditions. “Other Equity” consists of all other equity awards, such as time-based restricted shares and restricted stock units. “At-risk Equity” and “Other Equity” reflect the grant date fair value of such equity awards. “STIP” consists of bonus and/or other applicable compensation provided under short-term, non-equity incentive plans. “At-risk” compensation consists of STIP and At-risk Equity. Total compensation amounts reflect direct compensation (total reported compensation, other than amounts reported as “All other compensation”).

4.	Balancing year-over-year consistency and flexibility in making compensation decisions

The design and application of our compensation plans (including our reliance on stock options as a long-term employee incentive) for our NEOs have been consistent since the Company’s inception. Our decision-making process for setting NEO compensation, including their annual salaries, year-end cash incentives, and stock option awards, ~~relative~~has been similarly consistent in recent years. However, when warranted by the circumstances, we adapt and make adjustments. For example, we supplemented our annual equity awards in 2018 with highly targeted grants of restricted stock to certain key employees (including two of the NEOs) to promote employee retention and reward performance. This decision was based in part on an assessment conducted by management’s compensation consultant, Radford, as well as shareholder and employee feedback. See the subsection “Our Compensation Processes” below for further information regarding our compensation decision-making.

5.	Aligning our executive compensation with shareholder interests by linking compensation to the core elements of our long-term performance

Our NEOs’ direct pay, except for base salary, depends on performance. We do this to align these senior executives’ at-risk pay with their levels of authority and with shareholders’ interests. In addition, our NEOs receive no value from their stock option awards if shareholders do not benefit, which results in a complete alignment of such compensation with shareholder interests. No amount of time will make a stock option deliver any value unless the company’s stock price increases. This is why we have favored options over full-value equity awards (such as performance stock units or restricted shares), as full-value awards provide value to employees even when shareholders get nominal or negative returns. In addition, stock options reward our NEOs for increasing shareholder value over the entire 10-year option term, which we believe is consistent with the drug-discovery/ development cycle. We also believe that the performance-based nature of stock options is enhanced for companies like Regeneron whose stock price is directly impacted by pipeline developments. We further link our NEOs’ and other executives’ pay to their decisions that affect our performance by incorporating an assessment of the caliber of our drug-development pipeline into our compensation decisions.

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6.	Using independent sources of expertise and comparative data to inform our decision-making

The Compensation Committee retains its independent compensation consultant, Frederic W. Cook & Co., to perform projects at its direction and to provide professional expertise. We also use data compiled by management’s consultant, Radford. Comparative compensation data are used to review each component of our NEOs’ compensation against the Peer Group as well as their total annual compensation in relation to the ~~number of basic shares of common stock outstanding in order to evaluate~~Peer Group, while taking into account various factors such ~~awards on a consistent basis~~ as ~~compared to other companies~~the executive’s performance, past compensation history, experience, and ~~regardless of fluctuations~~the role in the ~~price~~Company’s success. We also look at survey data for companies in our area, in our industry, and in our size range to inform our compensation deliberations.

We use Peer Group data as a point of ~~Regeneron's or~~reference, but Peer Group data do not represent the only factor considered and we do not peg compensation to a specific percentile of our Peer Group. We also consider the practices of our “Biotech R&D Peers” — the 10-company sub-group of peers viewed as having businesses and drug discovery and development cultures that are most similar to Regeneron’s, with similarly-sized employee bases. See the subsection “Our Compensation Processes — Peer Data” below for additional information.

The Compensation Committee’s consultant does not perform any other ~~companies' common stock.~~

~~5-Year CEO Total Direct Compensation vs. Total Shareholder Return~~

~~"CEO~~: ~~total direct compensation" means total reported compensation~~services for the Company (other than ~~amounts reported~~those provided to the Corporate Governance and Compliance Committee with respect to non-employee director compensation matters, as discussed under ~~"All other compensation").~~

42“Board of Directors — Compensation of Directors” above) and has been determined by the Committee to be independent.

~~Executive Compensation~~

7.	Assessing our compensation objectives in light of measurable results

~~Table of Contents~~

As ~~shown~~a science-focused company, we believe in ~~the table above,~~assessing our compensation ~~awarded~~philosophy and objectives, as they relate to our ~~Chief Executive Officer over~~NEOs and other employees, in light of measurable results. Those include our pipeline productivity and sustaining an engaging employee culture that drives innovation, which we assess based on relevant metrics. For example, we review our attrition rate (which in each of the last five years ~~closely tracked~~was at less than half the industry average) and the number of regulatory approvals for our ~~TSR over the same period,~~products (six product approvals and percentage increases in such compensation were considerably smaller than our TSR over the same period (533% increase in total direct compensation compared to 1554% TSR). The overwhelming portion of the increase in our Chief Executive Officer's total direct compensation over this period is directly attributable to the value of the non-cash components of his compensation package, primarily stock option awards valued according to the

Black-Scholes model. Consistent with our objective to align the interests of our executives with the interests of our shareholders, as the price of our common stock appreciated over the last five years, the value of stock option awards, the most significant component of the compensation of our Chief Executive Officer (as well as the other Named Officers), increased as well.

~~In addition, on a year-over-year basis, percentage increases in our Chief Executive Officer's total direct compensation~~four additional key indications in the last ~~five years were significantly below the year-over-year appreciation of~~10 years). We periodically review our ~~stock price, as shown in the chart below.~~

~~Year-Over-Year Increase in CEO Total Direct Compensation vs. Total Shareholder Return~~

~~"CEO total direct compensation" means total reported~~ compensation ~~(other than amounts reported under "All~~program and have an open discussion about our approach to compensation and approaches utilized by other ~~compensation").~~

~~Executive Compensation~~

~~Table of Contents~~

The table below further demonstrates alignment of Regeneron's performance (as determined by its market capitalization) and our Chief Executive Officer's total direct compensation in the last five years. Over this period, our Chief

~~Executive Officer's total direct compensation, as a percentage of Regeneron's capitalization in the year in which the compensation was awarded, decreased from 0.20% to 0.08%.~~

~~CEO Total Direct Compensation as Percentage of Market Capitalization~~

"CEO total direct compensation" means total reported compensation (other than amounts reported under "All other compensation"); and market capitalization is determined based on the number of shares of common stock and Class A stock outstanding as of December 31 of each year.

~~Executive Compensation~~

~~Table of Contents~~

We further believe that the compensation awarded to our Chief Executive Officer in recent years showed a strong connection to our TSR performance over the same period both on an absolute basis and relative to the companies in our ~~Peer Group. In addition to being the 4~~^th ~~best performing~~industry.

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~~company in our Peer Group over the three-year period (as shown in the chart below), we were the 3~~^rd ~~best and the top performing company in our Peer Group over the one- and five-year periods (in each case as measured by TSR).~~COMPENSATION-RELATED MATTERS / COMPENSATION DISCUSSION AND ANALYSIS

COMPONENTS OF EXECUTIVE PAY:
~~CEO Reported Pay Percentile versus TSR Percentile~~
WHAT WE PAY AND WHY WE PAY IT

: ~~Compensation information reflects total direct compensation (~~~~i.e.~~~~, total reported compensation, other than amounts reported under "Change in pension value and nonqualified deferred compensation earnings" and "All other compensation") and is based on~~
OUR NEO COMPENSATION HAS FIVE PRINCIPAL COMPONENTS:

We use these five pay components to achieve the 2013 - 2015 compensation information reported in the Summary Compensation Table included in this proxy statement for Regeneron and on the data for the most recently completed three-year periods available as of December 31, 2015 for the companies included in the Peer Group. TSR information is based on 2013 - 2015 TSR for Regeneron and the Peer Group. The shaded area between the two diagonal lines indicates an alignment of pay and performance. See "Section 3 – Executive Compensation Process and Considerations – Peer Group" for more information regarding our Peer Group.

following six objectives:

~~Balance between Short- and Long-Term Perspectives~~

The Company's compensation program has been designed to strike a balance between short- and long-term compensation in light of the Company's available resources; its growth trajectory; its goal of offering compensation packages that are competitive with those of companies in the Peer Group and the broader biopharmaceutical industry; and its objective to

retain and motivate high-performing employees and closely align their interests with the interests of shareholders. We utilize base salary and annual cash bonuses to compensate our executives over the short term by providing a base level of income and rewarding performance on an annual basis, and we utilize stock options to foster a long-term perspective and reward long-term performance.

 ~~Executive Compensation~~

~~Table of Contents~~
COMPENSATION COMPONENTS
Annual Cash Annual Equity Perquisites and Potential
Objective Base Salary Incentives Awards Personal Benefits Severance Payments
Attract and retain top talent • • • • •
Provide stability and manage risk • •
Reward annual performance •

~~Why stock options?~~

~~Time-based stock options represent the foundation~~Balance immediate focus with pursuit of our compensation philosophy and an integral part of our executive compensation program. Since our inception, we have consistently structured our executive compensation based on our belief that stock options naturally align executives with the creation of future shareholder value and are the best vehicle to retain and foster the entrepreneurial aspects of our culture. The core group of our senior management (Drs. Schleifer, Yancopoulos, and Stahl) has been with Regeneron for over 20 years and has been instrumental in driving shareholder value over this period. We discussed our use of time-based stock options as a critical component of our compensation program as part of our 2015 shareholder outreach (discussed in greater detail below) and were again encouraged by the fact that a number of our key shareholders were supportive of time-based stock options and viewed them as an excellent compensation tool for a high-performing, growth-oriented company.
~~In 2015, as in other recent years, we relied on time-based stock options as the primary vehicle for offering~~sustainable long-term incentives to our employees, including the Named Officers, and for linking compensation and performance. However, we reduced the number of shares underlying the annual stock option awards to the Named Officers by 15% compared to 2014 (other than Mr. Terifay's award, which remained at the 2014 level due to his promotion to Executive Vice President, Commercial). This reduction constituted the third consecutive double-digit percentage decrease in such annual grant.
We believe that time-based stock options are inherently performance-based, offer an excellent compensation mechanism for getting our management team to act in ways that ensure the long-term success of Regeneron, and are appropriate and advantageous for the following additional reasons:
•
The executive only realizes value from stock options if the price of the Company's common stock increases and the executive continues to serve through the vesting period. The value is solely tied to an increase in the Company's stock price, aligning the interests of executives with those of shareholders.

•
The executive has the opportunity to realize value if the price of the Company's common stock continues to increase over the remainder of the ten-year term of the option. Time-based options, therefore, promote the long view and motivate and reward the executive for Company performance ~~not only over the four-year vesting term, but also the ten-year option term.~~
•
Compared to full-value awards, stock options provide for greater leverage and, therefore, alignment of employee incentives with those of our shareholders. They also amplify downside risk, as they do not provide any value to the holder if the stock price declines below the exercise price (determined as of the date of grant).
•
~~Stock options have played an important role in our success and have helped us to conserve the Company's cash.~~
•
Stock options are highly valued by employees, particularly in our industry. They have helped us attract and retain entrepreneurial employees and foster an ownership culture, which we believe has been part of the Company's formula for success.
•
Time-based stock options are understood by employees and are straightforward to administer. We also believe that they are less likely to cause employees to pursue attainment of a particular performance metric at the expense of value creation for our shareholders generally.
•
Stock options generally qualify as performance-based compensation for purposes of the deduction limit of Section 162(m) of the Internal Revenue Code, and all amounts realized by our Named Officers upon exercise of their stock options are expected to be fully deductible by us.

• •
Align our employees’ interests with those of shareholders and reward exceptional performance • •
Promote a culture of scientific innovation, teamwork, and ethical behavior • • • • •
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~~Executive Compensation~~

BASE
SALARY

~~Table~~The base salary component of ~~Contents~~NEO pay generally comprises a steadily smaller percentage of overall compensation as executives’ level of responsibility rises.
~~As shown~~
We consider factors including the executive’s scope of responsibilities, experience, and annual performance when setting base salaries. We also consider base salaries of comparable positions in the ~~charts under "– Pay~~region, among our peers, and in the broader biopharmaceutical industry. Finally, while there is no target benchmark level for ~~Performance" above, 91%~~salaries, we obtain data and compensation expertise from compensation consultants and other independent sources. See the subsections “Our Compensation Processes — Independent Compensation Consultant” and “Our Compensation Processes — Peer Data” for further information.
A chart of our NEOs’ base salaries follows.
Named Executive Officer 2018 Base
Salary ($) 2019 Base
Salary ($) Year-Over-Year
Change (%)¹
Leonard S. Schleifer, M.D., Ph.D. 1,330,500 1,377,100 3.50
George D. Yancopoulos, M.D., Ph.D. 1,130,900 1,170,500 3.50
Robert E. Landry 680,000 730,000 7.35 ²
Daniel P. Van Plew 660,000 683,100 3.50
Marion McCourt 475,000 580,000 22.11 ³
1 Reflects a 3.50% merit increase consistent with those for other employees.
2 Reflects (i) a 3.50% merit increase consistent with those for other employees and (ii) a $26,200 base salary adjustment to ensure greater competitiveness and alignment with relevant market metrics of the base salary paid to Mr. Landry, as well Mr. Landry’s promotion to Executive Vice President.
3 Reflects (i) a 3.50% merit increase consistent with those for other employees and (ii) a $89,800 base salary adjustment to ensure greater competitiveness and alignment with relevant market metrics of the base salary paid to Ms. McCourt.

ANNUAL
CASH
INCENTIVE

Our NEOs are eligible for cash incentives based on annual performance. We use these annual incentive opportunities to reward short-term achievements and milestones towards our long-term goals.

We focus on our overall corporate performance to determine the cash incentives of our CEO and our CSO. Our other NEOs’ cash incentives are assessed on both our overall corporate performance and on their individual contributions to it.

Assessment of the ~~total direct~~contributions made to our product pipeline is a key factor considered for calculating the Company performance multiplier because the pipeline is so critical to our success. Measuring progress towards realizing the pipeline’s full long-term potential includes, in addition to objective short-term measures, some subjective assessment of the quality of achievement. We believe this approach to be preferable to using a rigid formula that could drive short-term actions that sacrifice lasting shareholder value or may not be in the best interest of patients, such as limiting R&D expenditures.

However, using some degree of subjectivity in assessing the annual progress made within the product pipeline does not imply a lack of concrete performance considerations. For 2018, the Compensation Committee set the Company performance multiplier at 1.85, from a possible range of 0 to 2.0. The key factors that drove the Compensation Committee’s decision related to the Company’s operational and pipeline achievements, including generation of meaningful clinical and preclinical data across Regeneron’s broad portfolio and reporting positive pivotal results in a broad range of serious diseases. Those and other significant factors that were taken into consideration are listed below.

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COMPENSATION-RELATED MATTERS / COMPENSATION DISCUSSION AND ANALYSIS

Key Factors for 2018 Compensation Decisions

1.	Regulatory Approvals

	•	FDA approval of a new product, Libtayo, for the treatment of patients with metastatic or locally advanced cutaneous squamous cell carcinoma who are not candidates for curative surgery or curative radiation
	•	FDA approval of Dupixent as an add-on maintenance therapy in patients with moderate-to-severe asthma aged 12 years and older with an eosinophilic phenotype or with oral corticosteroid-dependent asthma
	•	FDA approval of a supplemental Biologics License Application (sBLA) for a 12-week dosing interval of EYLEA in patients with neovascular age-related macular degeneration

2.	Support of Further Commercialization of Marketed Products

	•	Positive results from a Phase 3 study evaluating EYLEA for the treatment of diabetic retinopathy and filing of a related sBLA with the FDA
	•	FDA’s issuance of a Complete Response Letter (CRL) regarding the Chemistry, Manufacturing, and Controls Prior-Approval Supplement (PAS) for the EYLEA pre-filled syringe (resubmission of the PAS planned for the first half of 2019)
	•	Positive results from a Phase 3 study evaluating Dupixent in adolescent patients with moderate-to-severe atopic dermatitis and filing of a related sBLA with the FDA
	•	Positive results from two pivotal Phase 3 studies of Dupixent in adults with inadequately-controlled chronic rhinosinusitis with nasal polyposis
	•	Initiation of a Phase 2/3 study of Dupixent in eosinophilic esophagitis and Phase 2 studies in peanut allergy and grass allergy
	•	Initiation of additional Phase 3 studies and positive results from a Phase 1 study of Libtayo as a first-line treatment for non-small cell lung cancer
	•	Positive results from a Phase 3 cardiovascular outcomes trial that demonstrated the effect of Praluent in reducing cardiovascular risk and filing of a related sBLA with the FDA and a Marketing Authorization Application with the European Medicines Agency

3.	Late-Stage Clinical Programs

	•	Positive results from the first of our Phase 3 efficacy studies of fasinumab in osteoarthritis of the knee or hip; completion of patient enrollment of a Phase 3 long-term safety study in osteoarthritis
	•	Discontinuation of dosing patients in a Phase 3 study in chronic low back pain in patients with concomitant osteoarthritis of the knee and hip following an independent Data Monitoring Committee’s recommendation
	•	Initiation and completion of patient enrollment in a Phase 3 study of evinacumab for the treatment of hypercholesterolemia in patients with homozygous familial hypercholesterolemia; initiation a Phase 2 study of evinacumab in severe hypertriglyceridemia

4.	Earlier-Stage Clinical Programs and Advancement of New Product Candidates into Clinical Development

	•	Initiation of a potentially pivotal Phase 2 study of garetosmab in patients with fibrodysplasia ossificans progressive (a connective tissue disorder)
	•	Advancement of five new product candidates into Phase 1 clinical development

5.	Human Capital Management

	•	Grew the size of workforce by 19%, from 6,229 to 7,384 full-time employees
	•	Maintained an attrition rate at 7.1%, compared to an industry average of 17.9%
	•	Recognized as the No. 1 employer in the global biopharmaceutical industry bySciencemagazine

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6.	Growth and Delivery of the Company’s Industrial Operations and Product Supply Organization

	•	Continued strong and reliable product-supply performance in support of Regeneron’s growing demands despite supply-chain complexities
	•	Successful launch of Libtayo
	•	Successful completion of all global regulatory audits
	•	Continued expansion of manufacturing facilities in upstate New York

7.	Financial and Operational Performance Metrics

	•	Significant year-over-year revenue growth, which amounted to 14%, with $6.7 billion of revenues generated for the year ended December 31, 2018
	•	Commercial success of Dupixent in its first full year after launch, with $922 million in global net product sales generated for the year ended December 31, 2018 (as recorded by our collaborator Sanofi)
	•	Estimated non-GAAP net income and diluted non-GAAP EPS growth for 2018 significantly in excess of the Board-approved financial plan
	•	Achievement of additional significant tax savings by restructuring international holding company structure

In determining the level of 2018 cash incentives earned as described below, we analyzed the NEOs’ respective target cash incentive amounts (which, for our CEO, was set to remain below the median of the Peer Group) and individual performance in 2018. To determine the cash incentive amount awarded to each NEO, we applied the Company performance multiplier based on the Company’s achievement of 2018 objectives; and, for the three NEOs who also have a personal performance component, we applied a personal performance multiplier. For the three NEOs with a personal performance component, the personal performance component had a 40% weighting and the Company performance component had a 60% weighting. The personal performance multiplier may range from 0 to 1.5. With respect to each NEO who served in 2017, the 2018 target cash incentive opportunity (shown as “Cash Incentive Target” in the table below) remained the same as in 2017. For the explanation of individual factors considered in the cash incentive decisions, see the subsection “Compensation Dashboard — Additional Compensation Information — Annual Cash Incentive.”

The information regarding the 2018 cash incentive awards we made to our NEOs is summarized in this chart:

Named Executive Officer 2018 Base
Salary ($) Cash Incentive Target
(as percentage
of base salary) Personal
Performance
Multiplier Company
Performance
Multiplier Total Cash
Incentive ($)
Leonard S. Schleifer, M.D., Ph.D. 1,330,500 120 % n/a 1.85 2,953,710
George D. Yancopoulos, M.D., Ph.D. 1,130,900 120 % n/a 1.85 2,510,598
Robert E. Landry 680,000 50 %¹ 1.5 1.85 581,400
Daniel P. Van Plew 660,000 60 %² 1.5 1.85 677,160
Marion McCourt 475,000 50 % 1.5 1.85 372,2813
1 In connection with Mr. Landry’s promotion to Executive Vice President, his annual cash incentive target was increased to 65% of his base salary commencing in 2019.
2 Commencing in 2019, Mr. Van Plew’s annual cash incentive target was increased to 65% in consideration of the compensation of similarly situated executive officers in the Peer Group.
3 Ms. McCourt’s 2018 cash incentive award was prorated from February 12, 2018 (the starting date of Ms. McCourt’s employment with the Company).

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ANNUAL
EQUITY
AWARDS

The majority of our ~~Chief Executive Officer~~NEOs’ pay is designed to reward delivery of sustainable long-term value creation, which we believe is created by focusing on the discovery, development, and ~~our other Named Officers in 2015 consisted~~commercialization of new medicines. Our equity compensation program is intended to reward this long-term compensation, which exceeds the corresponding average percentage for the companies included in the 2015 Radford Global Life Sciences Survey by 18% and 24%, respectively. Based on these metrics, our compensation structure is more heavily weighted toward long-term components versus short-term pay, thus promoting a long-term perspective among our executives.

~~Despite the reductions in the annual grant of~~performance simply, using primarily stock options and giving effect to the following considerations:

•	Our NEOs’ option grants are performance-based because we determine the award size based on corporate and/or individual performance assessments, and then the award only delivers value if we deliver stock price appreciation for shareholders after grant.

•	Our employee stock option grants have ten-year terms and four-year vesting provisions (generally requiring our employees, including our NEOs, to remain employed for four years in order for all options to vest)⁶to align with long-term value creation and the development cycle of our products.

•	We require NEOs to retain a significant amount of equity within five years of their employment with Regeneron:

	CEO and CSO		Other NEOs
	Stock Ownership Requirements		Stock Ownership Requirements
	Must own shares with a value at least 6-times their respective base salaries.		Must own shares with a value at least 2-times their respective base salaries.

•	We have a recoupment (clawback) policy that enables us to reduce or recoup equity and other incentive compensation for compliance violations by NEOs and other covered officers and employees; importantly, the policy covers both financial and non-financial violations.

•	We prohibit our NEOs from hedging or pledging Regeneron securities they hold, including those acquired through employee equity awards.

Annual stock option awards

Option grants are performance-based. Stock options are the principal form of annual equity award granted to NEOs because they are inherently performance-based, requiring stock price appreciation before there is any real value earned, while remaining simple. No amount of time will make a stock option deliver any value unless the company’s stock price increases. This is why we have favored options over full-value equity awards (such as performance stock units or restricted shares), as full-value awards provide value to employees even when shareholders get nominal or negative returns. In addition, stock options reward our NEOs for increasing shareholder value over the entire 10-year option term, which we believe is consistent with the drug-discovery/development cycle.

Factors considered in establishing 2018 NEO grants included:

•	Our assessment of performance against the goals the Committee establishes for the CEO and the goals the Committee and the CEO establish for the other NEOs.

•	Our assessment of Regeneron’s corporate accomplishments for 2018, particularly as they relate to our product pipeline (as summarized under 1 through 4 in the subsection “Compensation Discussion and Analysis — Components of Executive Pay: What We Pay and Why We Pay It — Annual Cash Incentive”).

•	Our evaluation of the awards as a percentage of the total basic shares outstanding compared to Peer Group and survey data. This enables us to evaluate grants on a consistent basis regardless of stock price fluctuations of our or our Peer Group’s stock prices. Focusing on the number of shares also avoids an outcome where NEOs are provided larger grants following stock price declines or penalizing high performance with smaller grants.

•	Our evaluation of each NEO’s grant history.

In the case of our CEO, this is subject to the terms of his employment agreement. See the subsection “Compensation Dashboard – 2018 Compensation Tables – Post-Employment Compensation – Leonard S. Schleifer, M.D., Ph.D. Employment Agreement.” In the case of our CSO, any unvested time-based stock options granted to him in December 2018 will continue to vest following his qualified retirement (as defined in the applicable Company policy).

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The number of year-end stock options granted in 2018 to our ~~Named Officers described above,~~NEOs was 7.5% lower compared to the 2017 awards and had a grant date fair value ~~(as determined according~~nearly 3% lower than in 2017 (other than with respect to the ~~Black-Scholes model for valuing stock options) of the stock options granted in 2015 is higher than the Black-Scholes grant date fair value of the larger number of stock options granted~~awards to Named Officers in prior years. This increase in the Black-Scholes value of annual stock option awards (and the corresponding increase in the value of total compensation for the Named Officers in 2015) is attributable largely to the higher market value of our common stock on December 16, 2015, the date of these option grants, compared to prior years. On December 16, 2015,Mr. Landry and Ms. McCourt, as described below).

Named Executive Officer Stock
Option Award¹
(#) Year-over-Year Change
in Shares Underlying
Option Award
(%) Year-over-Year Change
in Grant Date Fair Value
(%) Change in Shares
Underlying Option Award
Compared to 2012
(%)
Leonard S. Schleifer, M.D., Ph.D. 129,013 -7.5% -2.9% -54.1%
George D. Yancopoulos, M.D., Ph.D. 129,013 -7.5% -2.9% -46.0%
Robert E. Landry 20,000 -14.3% ² -10.0% ² N/A³
Daniel P. Van Plew 46,250 -7.5% -2.9% -38.3%
Marion McCourt⁴ 10,000 N/A N/A N/A
1 These stock options all have an exercise price of $381.40 per share, the average of the high and low sales price per share of our common stock as quoted on the NASDAQ Global Select Market on the date of grant. All of these grants consist of non-qualified stock options, which vest ratably over a period of four years. Except as set forth below in the subsection “Compensation Dashboard – 2018 Compensation Tables – Post-Employment Compensation,” stock option vesting ceases, and unvested stock options are forfeited, upon termination of employment.
2 As discussed below, Mr. Landry also received a restricted stock award in 2018, which led to a greater reduction in his 2018 annual option award.
3 Mr. Landry joined the Company in 2013.
4 Ms. McCourt joined the Company in February 2018. In addition to the year-end award shown in this table, upon joining the Company Ms. McCourt received an award of 20,000 non-qualified stock options, which vest ratably over a period of four years and have an exercise price of $342.93 per share, the average of the high and low sales price per share of our common stock as quoted on the NASDAQ Global Select Market on the date of grant; and an award of 2,500 shares of restricted stock, which vest in full on the fifth anniversary of the date of grant.
2018 restricted stock awards to certain NEOs
We supplemented our annual equity awards in 2018 by highly targeted grants of restricted stock to certain key employees to promote employee retention and reward performance. Each such restricted stock award only vests on the ~~NASDAQ Global Select Market (used for calculating~~five-year anniversary of the grant date ~~fair value)~~to promote long-term employment. This decision was ~~$555.67,~~based in part on an assessment conducted by management’s compensation consultant, Radford, as ~~compared~~well as shareholder and employee feedback. Based on this assessment, in December 2018 Mr. Landry and Ms. McCourt received awards of 12,500 and 10,000 shares of restricted stock, respectively.

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PERQUISITES AND PERSONAL BENEFITS

Similar to ~~$399.66 on December 31, 2014~~other employees, our NEOs may participate in Company-wide health, disability, life insurance, and ~~$270.43 on December 13, 2013,~~other benefit plans, as well as our 401(k) Savings Plan. See details concerning the ~~respective 2014~~401(k) Savings Plan in the subsection “Compensation Dashboard — Additional Compensation Information — Perquisites and ~~2013 grant dates.~~

In line with the goal of maintaining year-over-year consistency in making compensation decisions (regardless of stock price fluctuations), the Compensation Committee believes that the grant date fair value of the option award (as determined accordingPersonal Benefits.” Our NEOs are eligible to the Black-Scholes model for valuing stock options) is not the most appropriate measure for evaluating the grant. Rather, the Compensation Committee focuses more on the percentage of Regeneron's potential future share price appreciation that is shared by means of the award with the executive, expressed as thereceive a limited number of ~~shares underlying the option award relative to the number of outstanding shares.~~additional perquisites. These include financial and tax planning assistance, which are taxable benefits.

~~The following chart shows the decrease in the 2012 - 2015 annual stock option awards to our Chief Executive Officer both based on the number of shares underlying the awards and as~~

~~a percentage of the applicable number of outstanding shares of Regeneron common and Class A stock:~~

~~CEO Annual Stock Option Award~~

Share percentages are based on 96.6 million, 99.4 million, 101.7 million, and 104.1 million of shares (in each case consisting of common stock and Class A stock) outstanding as of October 12, 2012, October 28, 2013, October 16, 2014, and October 16, 2015, respectively, as reported in Regeneron's Quarterly Report on Form 10-Q for the third quarter of the applicable year.

In recent years, we have experienced significant growth in employees to support our research & development and commercialization efforts. From 2012 to 2015, we increased our employee base by approximately 121%. While the number of recipients of stock awards continued to increase given our practice of making initial stock option awards to all new employees and annual stock option awards to eligible employees whose performance is determined to merit an annual grant, we managed our utilization of stock awards judiciously, reducing our burn rate from the 2012 level and achieving a three-year burn rate average of 4.1% in 2015, in line with our current burn rate goal of 4%. We achieved this reduction through implementing three consecutive double-digit percentage decreases in the number of shares underlying annual stock option awards, without eliminating the broad-based nature of our equity compensation program.

 ~~Executive Compensation~~

~~Table of Contents~~

~~Regeneron Stock Utilization vs. Headcount~~
Burn rate calculated by dividing the number of shares subject to equity awards (time-based and performance-based stock options and restricted stock) granted during the year by the weighted-average number of shares of common stock (including unvested restricted stock) and Class A stock outstanding during the year. A multiplier of 2 is applied to restricted stock awards. Headcount numbers based on the number of employees as of December 31 of the applicable year.
In addition, our CEO is entitled to life insurance, long-term disability, medical malpractice insurance premiums, and additional tax and financial planning services pursuant to his employment agreement. These are described in footnote 4 to the Summary Compensation Table.
Our CEO and CSO are also eligible for various benefits under our Company security policy, which was approved by the board of directors in 2015 for the purpose of ensuring increased efficiencies and providing a more secure environment for these executives. Based on the recommendation of an independent, third-party security study, our security policy and related guidelines require our CEO and CSO (as well as their spouses and children when they accompany them) to use, as much as practicable, Company-provided aircraft for all business and personal air travel.
In 2018, we paid filing fees of $280,000 and $125,000 relating to the Hart-Scott-Rodino filings for our CEO and CSO, respectively, as well as an additional payment to each of our CEO and CSO to make them whole for income taxes imposed on account of such filing fee payments. The main rationale for the Company’s payment of these fees was that the filing obligations resulted from equity awards granted to these executives under the Company’s compensation program and the price appreciation in Regeneron stock over a period of time during which they made substantial contributions toward such appreciation.
Additional information regarding perquisites and other personal benefits provided to our NEOs in, or with respect to, 2018 is given in the ~~last three years when we implemented the stock option award reductions described above, we managed either~~applicable footnotes to decrease our burn rate or to keep the percentage increase in our burn rate significantly below the percentage increase in the number of our employees. The 2015 increase in our burn rate compared to the prior year is wholly attributable to the rapid hiring of new key employees (as evidenced by a 47% increase in the number of employees over the same period), not increased sharing with our Named Officers (whose stock options grants declined).

~~Regeneron Year-over-Year Change in~~
~~Burn Rate and Headcount~~
~~Burn rate and headcount calculated as noted above.~~
~~Market Competitiveness and Employee Retention~~
In determining the appropriate size of stock option awards to executives, including the Named Officers, the Compensation Committee primarily considers the number of shares underlying the awards relative to the number of basic shares of common stock outstanding and not the grant date fair value of the award (as determined according to the Black-Scholes model). The Compensation Committee is therefore able to evaluate such grants on a consistent basis as compared to other companies and regardless of fluctuations in the price of Regeneron's or other companies' common stock. Further, focusing on the number of shares and the incremental sharing rate of potential future upside (rather than targeting a specific Black-Scholes grant date fair value) avoids rewarding officers with larger grant sizes following a decline in our stock price. The following chart displays the 2015 annual stock option award to our Chief Executive Officer as a percentage of the total basic shares outstanding, as compared to the 75^th ~~percentile and the 50~~^th ~~percentile of the companies included in the 2015 Radford Global Life Sciences Survey, showing that the size of his 2015 annual award was significantly below the 75~~^th ~~percentile and only slightly above the 50~~^th ~~percentile. It also shows that this award was below the 50~~^th ~~percentile of our Biotech R&D Peers.~~
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~~Executive Compensation~~
~~Table of Contents~~

~~CEO Grant as Percentage of Basic Shares Outstanding~~

~~Based on 2015 stock option award information reported in~~ the Summary Compensation Table ~~included in this proxy statement for Regeneron; data relating to grants of equity awards from the 2015 Radford Global Life Sciences Survey (comprising U.S. public biotechnology~~ and pharmaceutical companies that have between 800 and 15,000 employees); and 2014 information available for Regeneron's Biotech R&D Peers (as defined in "Section 3 – Executive Compensation Process and Considerations – Peer Group"). The share information is based on 104.1 million shares (consisting of common stock and Class A stock) of Regeneron outstanding as of October 16, 2015 (as reported in Regeneron's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015) and on the number of shares outstanding reported in the ~~2015 Radford Global Life Sciences Survey for each of the companies included in the survey.~~
subsection “Compensation Dashboard — Additional Compensation Information — Perquisites and Personal Benefits.”

POTENTIAL SEVERANCE PAYMENTS

We believe ~~that~~ the ~~structure of~~following three points are key to understanding our executive compensation program encourages innovation, attracts talent with entrepreneurial spirit, increases employee engagement, and improves employee retention and the continuity of executive leadership during a critical period of growth. We regard our stock option grants as a key employee and executive retention tool. As stock option awards to our employees vest over time, generally over four years, they provide an incentive for the employee to continue to contribute to our success. Historically,

~~stock options have helped us maintain a motivational level of total compensation for our Named Officers~~change-in-control and other ~~eligible employees, while conserving~~severance provisions:

•	Outstanding stock option agreements and restricted stock award agreements (with the exceptions and qualifications described in this section) for all employees other than Dr. Vagelos include a governance best-practice“double trigger”provision for the acceleration of vesting of unvested stock options or restricted stock only upon a without-cause termination by the Company within two years of a change in control.

•	We have apolicy against excise tax gross-up provisions for payments contingent on a change in control of Regeneron in contracts, compensatory plans, and other arrangement with the Company’s officers (including NEOs) with the exception of the CEO under his existing employment agreement or amendments to it.

•	Regeneron hasno pension, deferred compensation, or retirement plans for U.S.-based employees other than our 401(k) Savings Plan described above.

For additional details, see the Company's cash. We believe that this has helped us to successfully grow and manage employee attrition, as evidenced by our 2015 employee turnover of approximately 6%, which compares favorably to the average employee turnover of approximately 18% for the life sciences sector based on the Fourth Quarter 2015 Radford Global Life Sciences Trends Report. In addition, stock options have allowed us to attract and retain entrepreneurial employees and foster an ownership culture. Moreover, granting stock options as long-term incentives to executives is standard practice in our industry and is an important part of our effort to attract, retain, and motivate high-quality talent.

In light of these considerations, we continued our practice of annual stock option grants in 2015, although we again (for the third consecutive year) reduced the number of shares underlying the annual stock option awards to the Named Officers as described above to reduce the potential dilutive impact of executive awards without adversely affecting the effectiveness of our executive compensation program, which has successfully motivated our senior management team to deliver high operating performance and shareholder value. In light of the fierce competition for talent in our industry, we believe that it is important to continue to motivate our existing employees, including the Named Officers, through stock option awards and to ensure that they share in the success of Regeneron.

~~We provide our Named Officers with a limited number of perquisites and other personal benefits. These benefits, which are described in greater detail under "Section 4 – Elements of Executive~~subsection “Compensation Dashboard — Additional Compensation ~~– Perquisites and Other Personal Benefits" below, are periodically reviewed by the Compensation Committee.~~Information — Potential Severance Payments.”

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/ ~~Section 3 – Executive Compensation Process and Considerations~~69

~~Overview~~COMPENSATION-RELATED MATTERS / COMPENSATION DISCUSSION AND ANALYSIS

OUR COMPENSATION PROCESSES

OUR COMPENSATION COMMITTEE

The Compensation Committee is responsible for overseeing the ~~Company's~~Company’s general compensation objectives and programs. The Compensation Committee evaluates the performance of our ~~Named Officers~~NEOs and approves their compensation ~~for the Named Officers (in~~— in the case of the ~~Chief Executive Officer,~~CEO, subject to ~~first obtaining the~~ approval of the non-employee members of the board of ~~directors).~~directors. The Compensation Committee operates under a written charter adopted by the board of directors and regularly reviews and reassesses the adequacy of its charter. A copy of the current charter is available on our website atwww.regeneron.comunder the ~~"Corporate Governance"~~“Corporate Governance” heading on the ~~"Investors~~“Investors & ~~Media"~~Media” page.

Members of our senior management play a significant role in the overall executive compensation process and assess performance of other officers. They also recommend, for Compensation Committee approval, salary, bonus, and stock option grant budgets for non-officers and make specific recommendations for salary increases, bonuses, and equity award grants for other officers. For our Named Officers (other than our Chief Executive Officer), recommendations to the Compensation Committee regarding their compensation are made by, or with the approval of, our Chief Executive Officer, who also evaluates their performance. Our Chief Executive Officer's performance is evaluated directly by the Compensation Committee based on our overall corporate performance

 ~~Executive Compensation~~

~~Table of Contents~~
~~against annual goals that are approved by the board of directors at the beginning of each year, as discussed in more detail below.~~
The Compensation Committee has the sole authority to retain, at our expense, one or more third-party compensation consultants to assist the Compensation Committee in performing its responsibilities and to terminate the services of the consultant if the Compensation Committee deems it appropriate. In 2015, the Compensation Committee utilized the services of Frederic W. Cook & Co. to assist it in fulfilling its responsibilities. In order to maintain its independence, Frederic W. Cook & Co. was retained directly by the Compensation Committee and performed projects at the Compensation Committee's direction. The Compensation Committee's consultant reviews management recommendations on compensation plans, budgets, and strategies and advises the Compensation Committee on regulations and trends in executive compensation nationally and specifically in the pharmaceutical and biopharmaceutical industries. The Compensation Committee's consultant provides comparative compensation information for our Chief Executive Officer and other senior executives (using the Peer Group and other compensation data as described below), reviews senior management's compensation recommendations for other officers, including the other Named Officers, and provides general advice to the Compensation Committee on compensation matters, including facilitating the articulation and periodic review of the Company's compensation philosophy.
Annual salaries for the following year and year-end ~~bonuses~~cash incentives and stock option awards or other year-end equity awards for all employees are determined in December of each year based on Company and individual performance, as well as other factors, ~~including~~which may include compensation trends among our Peer Group and in the biotechnology industry in general. The 2015 salaries and 2014 year-end bonuses and stock option awards for our Named Officers were established by the Compensation Committee in December 2014. In November and December 2015, the Compensation Committee reviewed the performance of each of the Named Officers and presented its recommendations for 2016 salaries and 2015 year-end bonuses and equity awards for the Named Officers to the non-employee members of the board of directors for concurrence. With respect to our ~~Chief Executive Officer,~~CEO, this process is formalized in the ~~charter of the~~ Compensation ~~Committee,~~Committee’s charter, which specifies that the Compensation Committee is to annually present the proposed annual compensation of the ~~Chief Executive Officer~~CEO to the non-employee members of the board of directors for approval.
~~Peer Group~~
For purposes of setting compensation of our Chief Executive Officer, our Chief Scientific Officer, the other Named Officers, and other senior executives, we use comparative compensation information from a relevant peer group of companies ("Peer Group"). The companies in the Peer Group are selected by the Compensation Committee, with the assistance of Frederic W. Cook & Co., based on factors including, but not limited to, market capitalization, geographic location, number of employees, therapeutic focus, research and development expenditures, stage of development, total revenues, and product sales. The Company's trailing revenue size, number of employees, operating earnings, and market capitalization are all nearly in the middle of the range of the current Peer Group companies. The Peer Group is also meant to provide a representative sample of companies with which we compete for talent. The Compensation Committee periodically reassesses the composition of the companies within the Peer Group and makes changes as appropriate, taking into account factors such as changes in the Company's market capitalization and merger-and-acquisition activity impacting the existing Peer Group companies. In September 2015, the Compensation Committee approved a new Peer Group based on the recommendation of its compensation consultant, Frederic W. Cook & Co.. The changes to the Peer Group were as follows: (i) elimination of Cubist Pharmaceuticals, Inc. in light of the fact that it had been acquired by Merck & Co., Inc.; (ii) elimination of Seattle Genetics, Inc. due to its market capitalization being significantly below Regeneron's; and (iii) addition of Alkermes plc and Alnylam Pharmaceuticals, Inc., both of which are biopharmaceutical companies with a business model the Compensation Committee considered similar to Regeneron's. In approving the new Peer Group, the Compensation Committee also took into account that, as of the approval date, Regeneron was the median company in the Peer Group based on market capitalization, revenues for the last four completed quarters, and the then-available reported number of employees, as shown in the table below.
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~~Table of Contents~~

Market Capitalization (in millions)

Last Four Quarter

As of 8/31/2015

12-Month Average

Revenue (in millions)

Employees*

Gilead
$ 154,201 Gilead $ 157,984 Gilead $ 29,194 Lilly 39,135
Amgen
$ 115,087 Amgen $ 119,866 AbbVie $ 20,986 AbbVie 28,000
AbbVie
$ 103,306 AbbVie $ 102,021 Amgen $ 20,765 BMS 25,000
BMS
$ 99,166 BMS $ 101,620 Lilly $ 19,620 Amgen 17,900
Celgene
$ 93,347 Celgene $ 91,033 BMS $ 16,383 Biogen 7,550
Lilly
$ 87,343 Biogen $ 84,590 Biogen $ 10,296 Gilead 7,000
Biogen
$ 69,916 Lilly $ 78,328 Celgene $ 8,426 Celgene 6,012
Regeneron
$ 54,257 Regeneron $ 46,358 Regeneron $ 3,396 Regeneron 3,320
Alexion
$ 38,942 Alexion $ 37,041 Alexion $ 2,391 Alexion 2,273
Vertex
$ 31,198 Vertex $ 29,201 United Therapeutics $ 1,351 Vertex 1,830
Incyte
$ 20,970 BioMarin $ 17,132 BioMarin $ 861 BioMarin 1,681
BioMarin
$ 20,820 Incyte $ 15,294 Alkermes $ 648 Alkermes 1,300
Alkermes
$ 8,898 Alkermes $ 8,873 Incyte $ 644 United Therapeutics 740
Alnylam
$ 8,708 Alnylam $ 8,535 Vertex $ 628 Incyte 588
United Therapeutics
$ 6,859 United Therarapeutics $ 7,103 Alnylam $ 62 Alnylam 256
75th Percentile
$ 100,201 $ 101,720 $ 19,906 19,675
Median
$ 54,429 $ 57,685 $ 5,409 4,143
25th Percentile
$ 17,839 $ 13,689 $ 647 1,160
REGN Percentile Rank
50th 48th 47th 48th

~~Source: Standard & Poor's Compustat.~~
*
~~Based on information reported in the companies' most recent Annual Reports on Form 10-K available in September 2015.~~
~~The Peer Group utilized in 2015 (approved by the Compensation Committee in September 2015 as noted above) consists of the following 14 companies:~~

~~AbbVie Inc.~~ ~~Biogen Inc.~~^* ~~Gilead Sciences, Inc.~~^*
~~Alexion Pharmaceuticals, Inc.~~^* ~~BioMarin Pharmaceutical Inc.~~^* ~~Incyte Corporation~~^*
~~Alkermes plc~~^* ~~Bristol-Myers Squibb Company~~ ~~United Therapeutics Corporation~~^*
~~Alnylam Pharmaceuticals, Inc.~~^* ~~Celgene Corporation~~^* ~~Vertex Pharmaceuticals, Inc.~~^*
~~Amgen Inc.~~ ~~Eli Lilly and Company~~

*
~~Regeneron's Biotech R&D Peer.~~
In making its compensation decisions in December 2015, the Compensation Committee used data from publicly filed proxy statements of the companies in the Peer Group (as compiled by its compensation consultant) to review each element of compensation of our Named Officers against their peers in the Peer Group as well as their total annual compensation in relation to the Peer Group, while taking into account various factors such as the executive's performance, past compensation history, experience, and the role in the Company's success. We use Peer Group data as a point of reference for measurement, but Peer Group data do not represent the only factor considered and there is no targeted pay level percentile. Further, in its review of the Peer Group data, the Compensation Committee also considers the practices of the 10-company sub-group of peers viewed as having businesses and drug discovery cultures that are most similar to Regeneron's, with similarly-sized employee bases (marked with an asterisk
in the table above and referred to as "Biotech R&D Peers"). The Compensation Committee retains discretion in determining the nature and extent of the use of Peer Group data. In addition, in 2015 management and the Compensation Committee reviewed compensation data for biotechnology companies from the 2015 Radford Global Life Sciences Survey (comprising U.S. public biotechnology and pharmaceutical companies that have between 800 and 15,000 employees) to obtain a general understanding of current compensation practices and to assess overall competitiveness of our compensation program.
~~Compensation Consultant Independence~~
~~In accordance with applicable listing standards of the NASDAQ Stock Market LLC and SEC rules, the Compensation Committee evaluated in 2015 the independence of Frederic W. Cook & Co.,~~
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~~including by taking into consideration the following factors:~~
•
~~the fact that Frederic W. Cook & Co. did not provide any other services to the Company;~~

•
~~the amount of fees received from the Company by Frederic W. Cook & Co. as a percentage of its revenue;~~

•
~~the policies and procedures of Frederic W. Cook & Co. designed to prevent conflicts of interest;~~

•
~~the absence of any significant business or personal relationship between Frederic W. Cook & Co. and any member of the Compensation Committee;~~

•
~~the fact that Frederic W. Cook and the representative of Frederic W. Cook & Co. to the Company did not own any stock of the Company; and~~

•
~~the absence of any material business or personal relationship between Frederic W. Cook & Co. and any executive officer of the Company.~~
The Compensation Committee's evaluation was based in part on a representation letter from Frederic W. Cook & Co.. On the basis of this evaluation, the Compensation Committee concluded that the engagement of Frederic W. Cook & Co. did not raise any conflicts of interest.
~~Stock Ownership Guidelines~~
To further align the interests of senior management with the interests of shareholders and promote a long-term perspective, the board of directors has adopted stock ownership guidelines for members of senior management, including the Named Officers, and the members of the board of directors. The guidelines are reviewed periodically by the Corporate Governance and Compliance Committee. Pursuant to these guidelines, these individuals are expected to meet share ownership targets that are determined based on their position and their base salary. The share ownership targets are as follows:
•
~~Chairman of the Board and Chief Executive Officer, six times (6x) base salary;~~

•
~~Chief Scientific Officer, three times (3x) base salary;~~

•
~~Executive/Senior Vice Presidents, two times (2x) base salary; and~~

•
~~non-employee members of the board of directors, six times (6x) the annual retainer.~~
~~Covered individuals who do not currently meet these guidelines have five years from becoming subject to the policy to reach their target. Members of senior management who are~~
hired or promoted, and directors who join the board of directors, have five years from such date to reach their target. Shares held directly, shares held indirectly through our 401(k) Savings Plan, shares held in trust, and shares held by immediate family members residing in the same household are included in determining an individual's share ownership. Unexercised stock options and unvested restricted stock are not considered owned for purposes of these guidelines. All directors and officers have either met their respective share ownership targets or are still within the five-year period for achieving compliance.
~~Say-on-Pay Response~~
Our shareholders are provided with an opportunity to cast a non-binding, advisory vote every three years on our executive compensation program. Our shareholders most recently had the opportunity to cast advisory say-on-pay votes at our annual shareholder meeting held in June 2014, at which approximately 62% of the votes cast supported the advisory vote proposal on our executive compensation program. Management and the Compensation Committee carefully considered the results of the most recent say-on-pay vote. Senior members of our management as well as the Chairman of the Compensation Committee subsequently spent a significant amount of time speaking with some of our key shareholders about executive compensation and corporate governance. As part of our 2014 engagement effort, we discussed these issues with shareholders collectively representing approximately 47% of the shares of common stock outstanding as of December 31, 2014 (excluding shares held our directors and executive officers and Sanofi). Following the 2014 discussions, we implemented several changes to our executive compensation program and continued the implementation of our existing compensation and governance initiatives. A summary of the relevant changes and initiatives adopted after the most recent say-on-pay vote is provided below.
•
We reduced the number of shares underlying the 2014 annual stock option awards to the Named Officers by an average of 16% compared to the prior year (without giving effect to a grant to our Chief Financial Officer, who did not receive an annual stock option award in 2013 because he joined the Company in September 2013).

•
We eliminated certain perquisites of our Chief Executive Officer and our Chief Scientific Officer we considered no longer consistent with our overall compensation program, including, in the case of our Chief Executive Officer, a tax gross-up related to legal, tax, and financial planning advisory services.
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•
We adopted a policy against including excise tax gross-up provisions with respect to payments contingent upon a change in control of Regeneron in contracts, compensatory plans, or other arrangements with the Company's executive officers, including the Named Officers (other than the existing employment agreement with our Chief Executive Officer or any amendments thereto, which we expressly exempted).
•
We provided additional information regarding compensation decisions and our compensation philosophy in the Compensation Discussion and Analysis of our 2015 proxy statement to better communicate to our shareholders what drives compensation decisions at Regeneron.
We will continue to consider the outcome of our past and future advisory vote results. Our shareholder engagement efforts and implementation of compensation and governance initiatives continued in 2015, as described further below under "2015 Shareholder Outreach."
~~2015 Shareholder Outreach~~
We ~~have instituted an ongoing shareholder outreach program through which we seek input from~~make our institutional investors and other shareholders regarding our executive compensation and other governance practices, and implement appropriate changes based on this input. We value shareholder views and insights and believe that constructive and meaningful dialogue allows us to develop broader relationships with investors over the long-term and builds informed relationships that promote transparency and accountability. We continued our shareholder outreach efforts in 2015 and engaged in discussions with shareholders collectively representing approximately 47% of the shares of common stock outstanding as of December 31, 2015 (excluding shares held our directors and executive officers and Sanofi). Below is a summary of recent changes we have adopted based on shareholder feedback and other relevant considerations:

~~What We Heard~~
~~What We Did~~
~~When Implemented~~
~~Concern about size of NEO equity awards~~ ~~Implemented another double-digit percentage decrease in the number of shares underlying the annual stock option awards to our CEO, CSO, CFO, and EVP, Research & Development~~ ~~December 2015 (earlier reductions implemented in December 2013 and December 2014)~~

~~Concern about burn rate~~ Implemented across-the-board decrease in the number of shares underlying employee annual stock option awards; maintained a three-year burn rate average of 4.1% despite a 121% increase in the number of employees over the same period ~~December 2015 (earlier reductions implemented in December 2013 and December 2014)~~

~~Continue to implement corporate governance best practices~~ ~~Adopted majority voting standard in the election of directors~~ ~~January 2016~~

~~Consideration of Risk in Company Compensation Policies~~
The Compensation Committee regularly reviews the Company's compensation and benefits programs, including its executive compensation program and its incentive based compensation programs for commercial personnel. Our compensation and governance-related policies are further enhanced by our stock ownership guidelines applicable to our senior officers and our policy regarding recoupment or reduction of incentive compensation of our officers and other specified employees for compliance violations, as well as a policy against hedging and pledging of our securities by our directors and employees, including the Named Officers. We have also adopted a policy against including excise tax gross-up provisions with respect to payments contingent upon a change in control of Regeneron in
contracts, compensatory plans, or other arrangements with the Company's executive officers, including the Named Officers (other than the existing employment agreement with our Chief Executive Officer or any amendments thereto, which we expressly exempted). These policies evidence Regeneron's continued commitment to robust corporate governance and are meant to reduce compensation-related risks and ensure greater alignment of the interests of our employees, including the Named Officers, and those of the Company and our shareholders.
We believe that the Company's programs balance risk and potential reward in a manner that is appropriate to the Company's circumstances and in the best interests of the Company's shareholders over the long term. We also believe that
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~~the Company's compensation and benefits programs do not create risks that are reasonably likely to have a material adverse effect on the Company.~~
~~Tax Implications~~
Section 162(m) of the Internal Revenue Code limits the deductibility for federal income tax purposes of compensation in any year paid to the Chief Executive Officer and the other Named Officers (other than the Chief Financial Officer) to the extent such compensation exceeds $1 million and does not qualify as "performance-based" compensation as defined under Section 162(m) of the Internal Revenue Code. The Company has adopted (and the shareholders approved at the 2015 annual shareholder meeting) the Regeneron Pharmaceuticals, Inc. Cash Incentive Bonus Plan. Awards under the Plan (as well as awards under the previously approved Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan) may, but
are not required to, be subject to the attainment of performance goals in order to qualify for this performance-based compensation exception. The Compensation Committee has implemented the Cash Incentive Bonus Plan for annual cash bonuses of the Named Officers in respect of performance in 2016.
The Compensation Committee takes into account the deductibility of compensation in determining Named Officer compensation. However, the Compensation Committee reserves the right to use its judgment to authorize compensation payments that are not deductible, such as when the Compensation Committee believes that such payments are necessary to maintain the flexibility needed to attract talent, promote executive retention, or reward performance, or as required to comply with the Company's contractual commitments. As noted above, compensation attributable to stock options generally qualifies as "performance-based" compensation and, as such, receives favorable treatment under Section 162(m) of the Internal Revenue Code.
~~Section 4 – Elements of Executive Compensation~~
~~Our executive compensation program currently has five components:~~
•
~~base salary;~~

•
~~annual cash bonus;~~

•
annual equity awards ~~typically consisting of stock options;~~

•
~~certain perquisites and other personal benefits; and~~

•
~~potential severance benefits.~~
~~Base Salary~~
~~We provide the Named Officers and other employees with base salary to compensate them for services rendered during the fiscal year and provide them with~~on a regular, ~~monthly income. In determining base salaries for our Named Officers, the Compensation Committee considers the executive's scope~~pre-set schedule. The meetings at which such grants are approved are generally scheduled well in advance of responsibilities, experience, annual performance, and future potential or role in future success. The Compensation Committee also considers base salaries for comparable positions in our geographic region, competitive salary practices of companies in the Peer Group and the broader biopharmaceutical industry, and annual inflation levels.
For each of 2015 and 2016, each of the Named Officers received a merit increase of 3.5% of his 2014 and 2015 base salary, respectively (which were in addition to the other increases discussed for the Named Officers below). In addition, for 2015, Dr. Schleifer received a base salary increase of
$91,300, which aligned his base salary with that of the median of the companies included in the 2014 Radford Global Life Sciences Survey and below the median of the Peer Group (as in effect in 2014), and Dr. Yancopoulos received a base salary increase of $77,600 to set his base salary at 85% of Dr. Schleifer's. Dr. Yancopoulos's cash compensation, including base salary, is set at 85% of Dr. Schleifer's, which we believe is more appropriate for him in light of the absence of meaningful comparative data for similarly situated executives. Further, for 2015, Dr. Stahl received a $39,200 base salary increase in connection with his promotion to Executive Vice President, Research and Development and Mr. Terifay received a $50,000 base salary increase, in each case to better align his base salary with relevant industry comparative information. For 2016, Dr. Stahl and Mr. Landry received a $50,000 base salary increase each in order to better align their base salaries with relevant industry comparative information. The determinations regarding the 2015 and 2016 merit increases were based on broad-based national data for high-performing, larger biotechnology companies. In each of 2015 and 2016, the base salaries of the Named Officers were set at or below the median of the Peer Group (other than with respect to Dr. Yancopoulos, whose cash compensation, including base salary, is set at 85% of Dr. Schleifer's (as noted above)).
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~~Annual Cash Bonus~~
It has been our practice to offer annual cash bonus opportunities to our Named Officers. The Compensation Committee focuses exclusively on our overall corporate performance when determining the annual cash bonus for our Chief Executive Officer and Chief Scientific Officer. The cash bonuses of the other Named Officers are based both on overall corporate performance and their individual contributions and performances during the year. We historically had no formal bonus plan and the award of any bonus to a Named Officer was based on an assessment of corporate and, in the case of Named Officers other than Dr. Schleifer, individual performance. We believe that this approach, rather than working from a rigid bonus formula or plan, was beneficial given the growth trajectory of the Company and its rapid transformation over the past few years from a development-stage company to a fully integrated, commercial-stage biopharmaceutical company. In 2015, the Company adopted, and the shareholders approved, the Regeneron Pharmaceuticals, Inc. Cash Incentive Bonus Plan. The Compensation Committee has implemented the Cash Incentive Bonus Plan for annual cash bonuses of the Named Officers in respect of performance in 2016.
The 2015 cash bonus target for the Chief Executive Officer was 100% of his base salary. In December 2015, the board of directors approved an increase in the Chief Executive Officer's cash bonus target to 120% of his base salary to bring Dr. Schleifer's target annual cash compensation to the median of the companies included in the 2015 Radford Global Life Sciences Survey. For 2016, Dr. Schleifer's target cash compensation remained below the median of the Peer Group. Consistent with Regeneron's historical practice, the increase was given effect in the calculation of Dr. Schleifer's cash bonus paid in respect of 2015. The Chief Executive Officer
recommended 2015 target bonuses for the other Named Officers, which were reviewed and approved by the Compensation Committee. In December 2015, the Compensation Committee increased the cash bonus target for Mr. Landry and Mr. Terifay to 50% and 60% of their respective base salaries; consistent with Regeneron's historical practice, these increases were given effect in the calculation of their cash bonuses paid in respect of 2015. In determining the cash bonus targets for 2015 for Mr. Landry, Dr. Stahl, and Mr. Terifay, the Compensation Committee took into consideration the compensation of similarly situated executive officers at companies in the Peer Group and, in the case of Mr. Terifay, also his promotion to Executive Vice President, Commercial.
In determining the cash bonus target for Dr. Yancopoulos, the Compensation Committee took into consideration the importance of his scientific leadership as President of Regeneron Laboratories and Chief Scientific Officer and the significant contributions he has made to the success of the Company and, specifically, to the discovery and development of the Company's commercial products, its pipeline of internally developed product candidates, and its platform technologies.
The Compensation Committee determined that for Dr. Yancopoulos there were no meaningful comparative data relating to similarly situated executives and that his base salary, cash bonus, and annual stock option awards would be set at 85% of Dr. Schleifer's. The 2015 cash bonus target for Dr. Yancopoulos was 120% of his base salary (increased in connection with the increase of Dr. Schleifer's cash bonus target as described above). These cash bonus targets are consistent with the Company's emphasis on performance-based compensation and are set at or below the median of the Peer Group (other than with respect to Dr. Yancopoulos, whose cash compensation, including cash bonus, is set at 85% of Dr. Schleifer's).
~~In December 2015, our Named Officers were awarded the following cash bonuses, which were paid in January 2016.~~

Named Officer

Bonus Target
(as percentage
of base salary)

Personal
Performance
Multiplier

Company
Performance
Multiplier

Total Cash
Bonus ($)

Leonard S. Schleifer, M.D., Ph.D.
120% n/a 2.0 2,880,000
George D. Yancopoulos, M.D., Ph.D.
120% n/a 2.0 2,448,000
Robert E. Landry
50% 1.5 2.0 465,750 1
Neil Stahl, Ph.D.
60% 1.5 2.0 594,000 1
Robert J. Terifay
60% 1.5 2.0 574,668 1

1
~~Amount based on Named Officer's cash bonus target and his weighted average performance with a weight of 40% for personal performance and 60% for Company performance.~~
~~The cash bonuses were determined through the use of both an individual and a Company performance component with a possible~~
~~range of 0 to 1.5 for the personal performance multiplier and a possible range of 0 to 2.0 for the Company performance multiplier,~~
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depending upon performance during the year. Both the personal performance multiplier and the Company performance multiplier were determined by the Compensation Committee for each Named Officer based on the Committee's assessment of the Company's performance relative to the general corporate goals described below and, in the case of each of Mr. Landry, Dr. Stahl, and Mr. Terifay, the Named Officer's personal performance during the year.
~~The Compensation Committee determined that the Company's performance in 2015 well exceeded its 2015 corporate goals. These corporate achievements included the following:~~
•
~~47% growth in EYLEA® global net product sales as compared to 2014;~~

•
~~46% growth in our total revenues as compared to 2014;~~

•
19% growth in non-GAAP net income as compared to 2014 (non-GAAP net income is not a measure calculated in accordance with U.S. Generally Accepted Accounting Principles; see Appendix A for a definition of non-GAAP net income and a reconciliation of non-GAAP net income to net income);

•
advances in our EYLEA® franchise, including regulatory approval of EYLEA® for the treatment of visual impairment due to macular edema secondary to retinal vein occlusion and the treatment of visual impairment secondary to myopic choroidal neovascularization in the European Union; regulatory approval of EYLEA® for the treatment of diabetic retinopathy in patients with diabetic macular edema in the United States; and regulatory approval of EYLEA® for the treatment of retinal vein occlusion in Japan;

•
~~approval and launch of Praluent® (alirocumab) Injection, the first FDA-approved drug in a new class of drugs that lower LDL ("bad") cholesterol;~~

•
positive Phase 3 data for sarilumab from three Phase 3 studies in patients with rheumatoid arthritis (SARIL-RA-TARGET, SARIL-RA-EASY, and SARIL-RA-ASCERTAIN) and submission of a Biologics License Application for sarilumab with the FDA;

•
~~positive pivotal Phase 2b data for dupilumab in asthma and completion of enrollment of the dupilumab atopic dermatitis Phase 3 studies;~~

•
~~new collaboration agreement relating to fasinumab with Mitsubishi Tanabe Pharma Corporation for Japan, Korea, and nine other Asian countries, excluding China;~~

•
~~initiation of Phase 3 clinical study of REGN2222 for Respiratory Syncytial Virus;~~

•
~~continued growth of our clinical development pipeline, as evidenced by the submission of one Investigational New Drug Application with the FDA in 2015 and 13 product~~
~~candidates (consisting of one Trap-based and 12 fully-human monoclonal antibody product candidates based on the Company's~~~~VelocImmune®~~ ~~technology) in clinical development as of December 31, 2015;~~
•
~~new global strategic collaboration with Sanofi to discover, develop, and commercialize antibody-based cancer treatments in the field of immuno-oncology; and~~

•
further important steps to support our current and future growth, including adding two new buildings in the Tarrytown campus providing nearly 300,000 square feet of additional laboratory and office space; significant progress with the construction of a new manufacturing facility in Limerick, Ireland; and increasing headcount on a year-over-year basis by approximately 47% as of December 31, 2015.
~~See "Section 1 – Summary – 2015 Performance Overview" above for additional information.~~
~~In recognition of these significant achievements, the Company performance multiplier for 2015 was set at 2.0.~~
With respect to 2015, the Compensation Committee approved a personal performance multiplier of 1.5 for each of Mr. Landry, Dr. Stahl, and Mr. Terifay. The personal performance component accounted for 40% of these officers' bonuses. The Company component was based on a Company performance multiplier that was determined based on the Company's overall corporate performance (as described above) against 2015 goals that were approved by the board of directors in January 2015. This Company performance component accounted for 60% of the bonuses awarded to Mr. Landry, Dr. Stahl, and Mr. Terifay. In the case of Drs. Schleifer and Yancopoulos, the Compensation Committee focused exclusively on our overall Company performance in 2015 (as described above) when determining their cash bonuses and did not utilize a personal performance multiplier.
In determining the personal performance multiplier for Mr. Landry, the Compensation Committee gave special consideration to Mr. Landry's leadership of and accomplishments in the Company's accounting and finance functions and his assumption of additional responsibilities since he joined the Company in September 2013. In the case of Dr. Stahl, the Compensation Committee focused on the progress and continued expansion of the Company's preclinical and clinical development pipeline, including the positive results from the Company's clinical trials reported in 2015, as summarized in "Section 1 – Summary – 2015 Performance Overview" above. In the case of Mr. Terifay, the Compensation Committee focused primarily on the continued commercial success of EYLEA® and the fact that EYLEA® U.S. net product sales in 2015 grew by 54% compared to 2014; the launch of Praluent® in 2015; and his leadership of the Company's commercial group, including the increase in his responsibilities in
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~~connection with the expansion of the commercialization group to support the launch of Praluent® and the planned launches of sarilumab and dupilumab.~~
~~Annual Stock Option Awards~~
We have used stock option grants as the primary vehicle for offering long-term incentives and rewarding our Named Officers and other eligible employees. These time-based stock options generally vest at a rate of 25% per year over the first four years of the ten-year option term, subject to the executive's continued employment. We grant stock option awards to our Named Officers and other eligible employees based on their annual performance and their position and responsibilities with the Company. Each of our Named Officers generally receives an annual stock option grant and all of our other regular employees are also eligible for an annual stock option grant, subject to satisfactory performance. The number of stock options granted to each Named Officer is determined on a discretionary basis, rather than by a formula. The Compensation Committee primarily considers the number of shares underlying the awards relative to the number of basic shares of common stock outstanding and not the grant date, ~~fair value of the award (as determined according~~without regard to the ~~Black-Scholes model). The Compensation Committee is therefore able to evaluate such grants on a consistent basis as compared to other companies and regardless~~timing of ~~fluctuations in the price of Regeneron's~~earnings or other companies' common stock. Further, focusing on the number of shares and the incremental sharing rate of potential future upside (rather than targeting a specific Black-Scholes grant date fair value) avoids rewarding officers with larger grant sizes following a decline in our stock price. While the Compensation Committee takes the estimated Black-Scholes grant date fair value of annual stock option grants into account, it does not necessarily determine its compensation decisions.
~~It has been the practice of our Compensation Committee to~~major announcements. We generally grant annual ~~stock option~~equity awards to eligible employees whose performance is determined to merit an annual grant, including the ~~Named Officers,~~NEOs, at a meeting held during December. ~~In 2015, stock option awards (all of which were non-qualified stock options) were granted to our Named Officers and other eligible employees on December 16, 2015.~~
Pursuant to the terms of the Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan, stock option awards are granted ~~for so long as our common stock is listed on the NASDAQ Global Select Market,~~ with an exercise price equal to the
average of the high and low sales price per share of our common stock as quoted on the NASDAQ Global Select Market on the date of the grant or, if such date is not a trading day, on the last preceding date on which there was a sale of our common stock on the NASDAQ Global Select Market.
~~All~~
We periodically evaluate the personal benefits and perquisites afforded to our NEOs. The Compensation Committee also regularly meets in executive session to discuss any of the ~~stock options granted to~~matters that fall within its responsibilities.

MANAGEMENT

Members of our ~~Named Officers~~senior management play a role in ~~2015 will vest ratably over a period~~the overall executive compensation process and assess performance of ~~four years. Except as set forth below under~~other officers. They also recommend for the ~~heading "Post-Employment Compensation" on page 66, stock option vesting ceases,~~Compensation Committee’s approval the salary, cash incentive, and ~~unvested stock options are forfeited, upon termination of employment. The use of only time-based stock options is consistent with the Company's practice prior to 2008~~equity grant budgets for non-officers and ~~since 2012.~~

~~Our Named Officers received a grant of time-based stock options on December 16, 2015, as set forth below. The annual~~make specific recommendations for salary increases, cash incentives, and equity grants ~~shown below reflected an average reduction of 15% compared to 2014~~for other officers. For our NEOs (other than ~~Mr. Terifay's award, which remained at the 2014 level due~~our CEO), recommendations to his promotion to Executive Vice President, Commercial). This decrease constituted the third consecutive double-digit percentage decrease in the annual grant of stock options to our Named Officers, in each case following outstanding TSR performance. In reducing the size of 2015 annual stock option awards to the Named Officers, the Compensation Committee ~~sought~~regarding their compensation are made by, or with the approval of, our CEO, who also evaluates their performance. Our CEO’s performance is evaluated directly by the Compensation Committee based on the Company’s overall corporate performance against annual goals that are approved by the board of directors at the beginning of each year, as discussed above.

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2019 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

COMPENSATION-RELATED MATTERS / COMPENSATION DISCUSSION AND ANALYSIS

SHAREHOLDER INPUT AND OUTREACH

We believe in casting a broad net for information. We place particular importance on reaching out to ~~reduce~~our shareholders for ideas, input, and honest feedback. We do this formally through our triennial say-on-pay votes, and informally through regular investor relations channels, governance engagements, meetings with stakeholders focused on environmental and social issues, and informal exchanges in other settings.

Say-on-pay vote.Our shareholders are provided with an opportunity to cast a non-binding, advisory vote every three years on our executive compensation program. Our most recent advisory say-on-pay vote was held at our 2017 annual shareholder meeting, at which this advisory proposal was approved by 67% of the ~~potential dilutive impact~~votes cast. As has been the case with previous say-on-pay votes, management and the Compensation Committee carefully considered the results of ~~new equity awards without adversely affecting~~this say-on-pay vote and subsequently solicited further feedback from our key shareholders on compensation and governance matters. In the ~~effectiveness of~~last several years, following our two most recent advisory say-on-pay votes, we implemented several changes to our executive compensation program ~~which has successfully motivated~~and continued the implementation of our ~~senior management team to deliver high operating performance~~existing compensation and ~~shareholder value. The reduction also took into account the increase~~governance initiatives. These and other recent changes are summarized in the ~~Company's~~table below following the description of our shareholder outreach.

Shareholder outreach.In addition to the more formal input of the say-on-pay vote discussed above, we maintain an ongoing shareholder outreach program (both in connection with our annual shareholder meetings and in the “off-season”) through which we seek input from shareholders and environmental, social, and governance (“ESG”)-focused groups regarding our executive compensation and other governance practices, and implement appropriate changes based on this input.

In 2018, we engaged in direct one-on-one discussions with shareholders collectively representing almost 50% of the shares of common stock ~~price~~outstanding as of December 31, 2018 (excluding shares held by our directors and executive officers and Sanofi). Our 2018 outreach discussions focused on, among other matters, human capital management, and we built on an active outreach program in prior years. Depending on the topic, shareholder feedback is relayed for consideration to the appropriate committee of the board of directors (typically the Compensation Committee or the Corporate Governance and Compliance Committee), the full board, or both.

Changes we have adopted in recent ~~years. We will continue~~years in response to ~~assess~~shareholder feedback, which we believe demonstrate our continued commitment to good governance, include the ~~number of stock options that will be awarded to the Named Officers as annual merit grants.~~following.

2019 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

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COMPENSATION-RELATED MATTERS / COMPENSATION DISCUSSION AND ANALYSIS

Recent Changes Adopted Based on Shareholder Feedback

What We Heard	What We Did	When We Did It
Concern about size of NEO equity awards	Implemented six consecutive reductions in the number of shares underlying the annual stock option awards to most of our NEOs	December 2013, 2014, 2015, 2016, 2017, and 2018
Concern about burn rate	Implemented across-the-board reductions in the number of shares underlying employee annual stock option awards as noted above; maintained relatively stable burn rate despite a 279% increase in the number of employees from 2012 to 2018	December 2013, 2014, 2015, 2016, 2017, and 2018
Preference for using majority voting in the election of directors	Adopted majority voting standard in the election of directors and director resignation policy	January 2014 (director resignation policy) and January 2016 (majority voting)
Concern about executive perquisites	Eliminated certain CEO non-business perquisites, including a tax gross-up related to legal, tax, and financial planning advisory services	December 2014
Payments contingent on change in control should not benefit from excise tax gross-ups	Adopted a new policy against including excise tax gross-up provisions with respect to payments contingent upon a change in control of Regeneron in contracts, compensatory plans, or other arrangements with the Company’s executive officers, including the NEOs (grandfathered the CEO employment agreement, which has not been amended since)	November 2014
The Company should be able to claw back incentive compensation in case of employee misconduct	Adopted a recoupment (clawback) policy covering both financial and non-financial misconduct	January 2014
Need to communicate more clearly about compensation matters and link to Regeneron’s business model and performance	Substantially revised CD&A section of proxy statement and provided additional information regarding compensation decisions and our compensation philosophy	Each proxy season since 2014
Requests for additional information with respect to ESG matters	~~Named Officer~~ Conducted ESG audit in 2017 to identify potential gaps with respect to ESG matters. Increased the breadth and depth of ESG data collection and reporting, including introducing first comprehensive Responsibility Report in 2018, and actively engaged with various ESG ratings agencies in 2018 and 2019 to date, resulting in significant improvements to several ESG scores. Built an ESG strategy operational structure, including by instituting board-level oversight and establishing a cross-functional responsibility committee comprised of management members.	2017, 2018, and 2019

We also provide all shareholders and others a means to contact us at any time. That information is included in this proxy statement — see “Shareholders — Shareholder Communications.” We welcome your input.

72 /

~~Stock~~
~~Option Award~~¹

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COMPENSATION-RELATED MATTERS / COMPENSATION DISCUSSION AND ANALYSIS

INDEPENDENT COMPENSATION CONSULTANT

The Compensation Committee has the sole authority to retain, at the Company’s expense, one or more third-party compensation consultants to assist the Compensation Committee in performing its responsibilities and to terminate the services of the consultant if the Compensation Committee deems it appropriate. In 2018, the Compensation Committee (and, as discussed above with respect to non-employee director compensation matters, the Corporate Governance and Compliance Committee) utilized the services of Frederic W. Cook & Co. In order to maintain its independence, the Compensation Committee retained Frederic W. Cook & Co. directly and Frederic W. Cook & Co. performed services for the Compensation Committee exclusively at the Compensation Committee’s direction. The Compensation Committee periodically evaluates the independence of its compensation consultant. In accordance with applicable listing standards of the NASDAQ Stock Market LLC and SEC rules, in 2018 the Compensation Committee evaluated the independence of Frederic W. Cook & Co., including by taking into consideration the following factors:

•	the fact that Frederic W. Cook & Co. did not provide any other services to the Company (other than those provided to the Corporate Governance and Compliance Committee);

~~Leonard S. Schleifer, M.D., Ph.D.~~ •	the amount of fees received from the Company by Frederic W. Cook & Co. as a percentage of its revenue;
	~~172,723~~
~~George D. Yancopoulos, M.D., Ph.D.~~ •	the policies and procedures of Frederic W. Cook & Co. designed to prevent conflicts of interest;
	~~146,815~~
~~Robert E. Landry~~ •	the absence of any significant business or personal relationship between Frederic W. Cook & Co. representatives and any member of the Compensation Committee;
	~~28,900~~
~~Neil Stahl, Ph.D.~~ •	the fact that Frederic W. Cook and the representatives of Frederic W. Cook & Co. to the Company did not own any stock of the Company; and
	~~68,638~~
~~Robert J. Terifay~~ •		~~40,000~~
			the absence of any material business or personal relationship between Frederic W. Cook & Co. or its representatives and any executive officer of the Company.

1: ~~These stock options all have an exercise price~~
The Compensation Committee’s evaluation was based in part on a representation letter from Frederic W. Cook & Co. On the basis of ~~$555.67 per share,~~this evaluation, the ~~average~~Compensation Committee concluded that the engagement of Frederic W. Cook & Co. did not raise any conflicts of interest.
The Compensation Committee’s consultant reviews management recommendations for compensation plans, budgets, and strategies, and also advises the Compensation Committee on how regulations and trends in executive compensation nationally and specifically in the pharmaceutical and biopharmaceutical industries may be relevant to the Company. It also assists with developing the Peer Group, provides comparative compensation information for our CEO and CSO, and the other members of the ~~high~~Board (using the Peer Group and ~~low sales price per share~~other compensation data as described below); reviews senior management’s compensation recommendations for other officers, including the other NEOs; and provides general advice to the Compensation Committee on compensation matters, including facilitating the articulation and periodic review of the Company’s compensation philosophy or replenishment of our ~~common stock~~long-term equity incentive plan.

PEER DATA

For purposes of setting our NEOs’ and other senior executives’ compensation, we use comparative compensation information from a relevant peer group of companies (referred to in this proxy statement as ~~quoted~~“Peer Group”). We select the companies in the Peer Group with the assistance of Frederic W. Cook & Co. based on factors including, but not limited to, the ~~NASDAQ Global Select Market on the date of grant.~~

57following:

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~~Table of Contents~~
• research and development orientation; • stage of development; and

• market capitalization;
~~How did we determine the size of our 2015 annual Named Officer stock option awards?~~•

~~The size of the time-based stock option awards granted to our Named Officers were based on the following six factors:~~
•
~~past Company practices (~~~~i.e.~~~~, history of grants to relevant executives);~~
•
an assessment of each Named Officer's 2015 performance against the Named Officer's goals, as established by our CEO (in the case of the Named Officers other than our Chief Executive Officer) and the Compensation Committee (in the case of our Chief Executive Officer), as described above under "– Annual Cash Bonus";
•
~~Regeneron's significant corporate accomplishments in 2015;~~
•
recognition that cash compensation of the Named Officers is generally positioned at or below the median of the Peer Group despite the fact that Regeneron is a high-growth, high-performing company, which supports a higher level of equity grants;

•
~~an evaluation of the awards as a percentage of the~~ total basic shares outstanding as compared to Peer Group and survey data, in particular the 2015 Radford Global Life Sciences Survey (see "Section 2 – Analysis of 2015 Executive Compensation Based on Compensation Objectives – Market Competitiveness and Employee Retention"); and
•
the increase in the Company stock price since the annual stock option awards in 2014 and prior years, with the resulting increase in the grant date fair value of the 2015 annual stock option awards (as determined according to the Black-Scholes model for valuing stock options), which contributed to the decision to implement the third consecutive double-digit percentage reduction in the annual grant of stock options to our Named Officers (for information regarding our burn rate since 2012, see "Regeneron Stock Utilization vs. Headcount" on page 48).
~~As noted above, Dr. Yancopoulos's 2015 annual stock option award was set at 85% of Dr. Schleifer's (consistent with other elements of his compensation and our historical practice).~~

revenues.

• number of employees;

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~~Perquisites~~

The Peer Group is also meant to provide a representative sample of companies with which we compete for talent. We periodically reassess the composition of the Peer Group and ~~Other Personal Benefits~~make changes as appropriate, taking into account factors such as changes in the Company’s market capitalization and merger-and-acquisition activity impacting the existing Peer Group companies.

~~The Named Officers are provided with a limited number of perquisites and other personal benefits.~~

The Compensation Committee ~~periodically reviews~~reviewed the ~~perquisites~~Peer Group in June 2018 and, ~~other personal benefits~~based on the recommendation of Frederic W. Cook & Co., did not make any changes. As part of its assessment, the Compensation Committee took into account that Regeneron was the median company in the Peer Group based on average market capitalization during the trailing 12 months, revenues for the last four completed quarters, and the then-available reported number of employees, based on the data provided to the ~~Named Officers,~~Committee, as shown in the table below.

Market Capitalization ($ Millions) Revenues ($ Millions) Employees
As of 4/30/18 Trailing 12-Month Average Last Four Quarters As of Last 10-K Filing

AbbVie $153,195 Amgen $125,197 AbbVie $29,612 Lilly 40,655
Amgen $116,204 AbbVie $121,101 Gilead $24,690 AbbVie 29,000
Gilead $94,177 Gilead $95,582 Lilly $23,343 Bristol-Myers Squibb 23,700
Bristol-Myers Squibb $85,208 Bristol-Myers Squibb $95,107 Amgen $22,939 Amgen 20,800
Lilly $83,571 Celgene $95,024 Bristol-Myers Squibb $21,040 Gilead 10,000
Celgene $65,514 Lilly $86,458 Celgene $13,579 Celgene 7,467
Biogen $57,732 Biogen $62,152 Biogen $12,594 Biogen 7,300
Vertex $39,030 Regeneron $44,550 Regeneron $6,065 Regeneron 6,400
Regeneron $32,723 Vertex $32,650 Alexion $3,612 BioMarin 2,581
Alexion $26,173 Alexion $27,978 Vertex $2,415 Alexion 2,525
BioMarin $14,757 Incyte $24,826 United Therapeutics $1,744 Vertex 2,300
Incyte $13,119 BioMarin $15,567 Incyte $1,534 Alkermes 2,000
Alnylam $9,469 Alkermes $8,362 BioMarin $1,383 Incyte 1,208
Alkermes $6,864 Alnylam $7,793 Alkermes $937 United Therapeutics 800
United Therapeutics $4,795 United Therapeutics $5,843 Alnylam $93 Alnylam 749
75th Percentile $87,451 $95,226 $23,040 21,525
Median $48,381 $47,401 $8,103 4,941
25th Percentile $12,206 $13,766 $1,497 1,802
RegeneronPercentile Rankin Peer Group 43P 49P 48P 52P
Source: Standard & Poor’s Capital IQ.
The Peer Group utilized in 2018 consists of the following 14 companies:
AbbVie Inc. Biogen Inc.* Gilead Sciences, Inc.*
Alexion Pharmaceuticals, Inc.* BioMarin Pharmaceutical Inc.* Incyte Corporation*
Alkermes plc* Bristol-Myers Squibb Company United Therapeutics Corporation*
Alnylam Pharmaceuticals, Inc.* Celgene Corporation * Vertex Pharmaceuticals, Inc.*
Amgen Inc. Eli Lilly and Company
* Regeneron’s Biotech R&D Peer.

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Further, in our review of the Peer Group data, we also consider the practices of the 10-company sub-group of peers viewed as having businesses and drug discovery and development cultures that are most similar to Regeneron’s, with similarly-sized employee bases (marked with an asterisk in the table above and referred to as “Biotech R&D Peers”).

In making the compensation decisions in December 2018, we used data from publicly filed proxy statements of the companies in the Peer Group (as compiled by the Compensation Committee’s compensation consultant) to review each component of compensation of our NEOs against their peers in the Peer Group as well as their total annual compensation in relation to the Peer Group, while taking into account various factors such as the executive’s performance, past compensation history, experience, and their role in the Company’s success. We use Peer Group data as a point of reference for measurement, but Peer Group data do not represent the only factor considered and there is no targeted pay level percentile. The Compensation Committee retains discretion in determining the nature and extent of the use of Peer Group data.

RISK ASSESSMENT

We believe that the Company’s programs balance risk and potential reward in a manner that is appropriate to the Company’s circumstances and in the best interests of the Company’s shareholders over the long term. We also believe that the Company’s compensation and benefits programs do not create risks that are reasonably likely to have a material adverse effect on the Company. We regularly review the Company’s compensation and benefits programs, including its executive compensation program and its incentive-based compensation programs (such as sales incentive plans). The Company’s compensation and governance-related policies are further enhanced by our stock ownership guidelines applicable to our senior officers and our policy regarding recoupment or reduction (clawback) of incentive compensation of our officers and other specified employees for compliance violations; as well as a policy against hedging and pledging of our securities by our directors and employees, including the ~~Chief Executive Officer.~~

~~All~~NEOs. We also have a policy against including excise tax gross-up provisions with respect to payments contingent upon a change in control of Regeneron in contracts, compensatory plans, or other arrangements with the ~~Named Officers are eligible~~Company’s executive officers, including the NEOs (other than the existing employment agreement with our CEO or any amendments thereto, which we expressly exempted). These policies demonstrate Regeneron’s continued commitment to ~~receive financial and tax planning assistance, which are taxable benefits~~robust corporate governance and are meant to ~~save~~reduce compensation-related risks and ensure greater alignment of the ~~executives time~~interests of our employees, including the NEOs, and those of the Company and our shareholders.

TAX IMPLICATIONS

We take tax considerations into account in making our compensation-related assessments and decisions.

Prior to the enactment of the Tax Cuts and Jobs Act in December 2017, Section 162(m) of the Internal Revenue Code generally limited the deductibility for federal income tax purposes of compensation in any year paid to the CEO and the other NEOs (other than the Chief Financial Officer) (the “covered employees”) to the extent such compensation exceeded $1 million. “Performance-based” compensation, as defined under Section 162(m) of the Internal Revenue Code, was exempt from such deduction limitation if specified requirements set forth in the Internal Revenue Code and applicable Treasury regulations were met. The Regeneron Pharmaceuticals, Inc. Cash Incentive Bonus Plan and the Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan, each adopted prior to the enactment of the Tax Cuts and Jobs Act, allow (but do not require) awards thereunder to be subject to the attainment of performance goals in order to ~~focus on business matters~~qualify for this performance-based compensation exception. Under the Tax Cuts and Jobs Act, which became effective for us commencing with our 2018 fiscal year, the exception under Section 162(m) for performance-based compensation is no longer generally available, subject to transition relief for certain grandfathered arrangements in effect as ~~well as~~of November 2, 2017. Further, the definition of covered employees has been expanded to recognize that their tax situations are affected by their employment at Regeneron. Similar to other employees, the Named Officers may participate in company-wide health, disability, life insurance, and other benefit plans, as well asinclude our ~~401(k) Savings Plan. All employees who participate in our 401(k) Savings Plan are eligible to receive certain matching contributions.~~CFO. In ~~each plan year, we contribute to each participant's account a matching contribution (in the form of shares~~addition, once one of our ~~common stock) equal~~NEOs is considered a covered employee subject to ~~50%~~the deduction limitation of Section 162(m), the NEO will remain a ~~specified percentage~~covered employee so long as he or she receives compensation from us. Despite the elimination of the ~~participant's~~performance-based compensation ~~that~~exception, in 2018 we used the ~~participant has contributed~~Cash Incentive Bonus Plan for annual cash incentives

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COMPENSATION-RELATED MATTERS / COMPENSATION DISCUSSION AND ANALYSIS

of the NEOs because we believe it furthers our compensation philosophy and objectives regardless of tax treatment. However, the Compensation Committee will continue to review the full impact of the Tax Cuts and Jobs Act’s changes to Section 162(m) on the Company, our compensation programs, and executive compensation trends generally as it makes compensation-related assessments and decisions in the future.

Due to the ~~plan (which was 6% with respect to each~~requirements set forth in Section 274(e)(2) of ~~2013 and 2014 and 8% with respect to~~

~~2015), up to a maximum level established under~~ the Internal Revenue ~~Code. In addition, for 2014,~~Code, Company-provided personal and guest air travel (which is provided by the Company made an additional discretionary contribution equal to 1% of each eligible employee's salary. Each of our Named Officers participated in our 401(k) Savings Plan during 2015 and received a matching contribution in the aggregate amount of $10,600 in the form of shares of our common stock. The contribution was paid in February 2016 and is included in the compensation amounts reported for each of our Named Officers in the Summary Compensation Table included in this proxy statement. As with all employees, the number of shares of common stock that each Named Officer received was determined using the average market price per share of our common stock during the 401(k) Savings Plan year, which for 2015 was $498.52.

Our Chief Executive Officer is entitled to life insurance, long-term disability, and medical malpractice insurance premiums (as well as an additional amount for tax preparation and financial planning services) pursuant to the terms of his employment agreement, as described in footnote 5 to the Summary Compensation Table included in this proxy statement. Pursuant to the terms of our security policy, the Company's Chief Executive Officer and Chief Scientific Officer are

~~Executive Compensation~~

~~Table of Contents~~
~~required,~~only to the extent ~~practicable, to utilize personal travel~~permitted under board-approved guidelines and a security ~~services, on-site residential security at their primary residence, and secure car transportation. We calculate~~policy adopted by the ~~aggregate incremental cost to Regeneron for secure car transportation as the portion of the invoiced amount from our third-party provider of such transportation that is attributable to personal use~~board based on ~~the number of hours used, without including fixed costs that would be incurred in any event.~~
In addition, in order to ensure increased efficiencies and to provide a more secure traveling environment, the Company utilizes on-demand air transportation for certain executive and director travel in accordance with guidelines approved by our board of directors. Based on the recommendation of an independent, third-party security ~~study,~~study) results in a partial disallowance of the ~~guidelines and our security policy (as amended~~related corporate tax deductions. In 2018, this disallowance amounted to approximately $2.0 million.
We take into account the deductibility of compensation in ~~November 2015) require Drs. Schleifer and Yancopoulos (as well as their spouses and dependent children when they accompany them)~~determining NEOs’ compensation. However, we reserve the right to use our judgment to authorize compensation payments that are not deductible, such as ~~much~~when we believe that such payments are necessary to maintain the flexibility needed to attract talent, promote executive retention, reward performance, or attain other Company objectives, or as ~~practicable, Company-provided aircraft for all business and personal air travel. Starting in 2016, Regeneron will cover~~required to comply with the cost of any such personal air travel for up to $250,000 in incremental cost annually for each of Drs. Schleifer and Yancopoulos. Family members or other guests may accompany our Named Officers and directors during on-demand air business travel, space permitting, so long as they cover any incremental cost related to such guests (other than with respectCompany’s contractual commitments. Prior to the family members of Drs. Schleifer and Yancopoulos as described above). In addition, in limited circumstances personal use of on-demand air travel by our other Named Officers or directors may be permitted if authorized by the Chairman and any incremental cost is paid by the lead passenger. Any required reimbursement or other paymentenactment of the ~~incremental cost is made~~Tax Cuts and Jobs Act in December 2017, compensation attributable to ~~the extent permitted by applicable Federal Aviation Administration rules.~~
~~There was no unreimbursed personal use, or guest use resulting in any incremental cost to us, of Company-provided aircraft in 2015.~~
~~The Corporate Governance and Compliance Committee monitors business and any personal or guest on-demand air travel on a periodic basis.~~
Additional information regarding perquisites and other personal benefits provided to our Named Officers in, or with respect to, 2015 is given in the applicable footnotes to the Summary Compensation Table included in this proxy statement.
~~Potential Severance Benefits~~
Outstanding stock option award agreements (as well as outstanding restricted stock award agreements) for all employees (other than Dr. Vagelos, whose stock option awards contain change-of-control provisions consistent with those of non-employee director stock option awards, as described under "Corporate Governance – Compensation of Directors" above) include a "double trigger" provision for the acceleration of vesting of unvested stock options (or restricted stock) upon a termination by the Company without cause or by the employee for good reason within two years following a change in control. Our Chief Executive Officer has an employment agreement that provides for certain severance benefits following termination, including following death or disability, resignation following defined "good reason" events, or termination in connection with a change in control. The other Named Officers are covered by a change in control severance plan, which provides certain benefits to themgenerally qualified as “performance-based” compensation and, other designated officers if they are terminated in connection with a change in control. In addition, in the case of our Chief Scientific Officer, stock option and restricted stock award agreements applicable to his awards granted starting in December 2015 provide that he would have a "good reason" for terminating his employment with Regeneron upon or within two years after the occurrence of a change in control if the employment of our Chief Executive Officer has ended due to our Chief Executive Officer's involuntary termination (as defined in his employment agreement). Information regarding applicable paymentsas such, received favorable treatment under ~~this employment agreement and change in control severance plan is provided under the heading "Post-Employment Compensation" on page 66.~~
Except as provided in our employment agreement with our Chief Executive Officer and in our change in control severance plan, our Named Officers will forfeit any unvested time-based stock options or restricted stock upon the termination of their employment for any reason (including disability or retirement) other than death. In the eventSection 162(m) of the death of an employee, any unvested stock options held by such employee become immediately exercisable, and any shares of restricted stock will become fully vested. For information regarding unvested stock options and shares of restricted stock held by our Named Officers as of December 31, 2015, see "Outstanding Equity Awards at Fiscal Year-End" on page 64. When employees (other than our Chief Executive Officer) retire, they forfeit all unvested time-based stock options and restricted stock. For all stock options granted prior to 2007, an employee (other than our Chief Executive Officer) who retires has up to two years to exercise stock options that are vested as ofInternal Revenue Code.

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COMPENSATION COMMITTEE REPORT

We, the date of his or her retirement. Commencing in 2007, we amended our forms of stock option agreement to allow the retired employee the remaining life of the 10-year stock option term to exercise stock options that are vested as of the date of his or her retirement.

The severance benefits provided to our Named Officers are designed to promote stability and continuity of our senior management and are intended to preserve employee morale and productivity and encourage retention in the face of the disruptive impact of an actual, threatened, or rumored change in control of the Company. The severance benefits were established following a review of comparable practices at the Company's peer companies and with the advicemembers of the Compensation ~~Committee's consultant. We have no pension, deferred compensation, or retirement plans, other than our 401(k) Savings Plan described above.~~

 ~~Executive Compensation~~

~~Table of Contents~~
~~The Compensation~~ Committee, Report below shall not be deemed to be "soliciting material" or to be filed with the SEC or subject to Regulation 14A or 14C under the Exchange Act, or to the liabilities of Section 18 of the Exchange Act. Notwithstanding anything to the contrary set forth in any of the Company's previous filings under the Securities Act or the Exchange Act that might incorporate future filings, including this proxy statement, in whole or in part, the Compensation Committee Report below shall not be incorporated by reference into any such filings.
~~Compensation Committee Report~~
We have reviewed and discussed with management the Compensation Discussion and Analysis ~~beginning on page 35.~~set forth above. Based on that review and discussion, we have recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement.
The Compensation Committee
Christine A. Poon, Chairperson*
~~Charles A. Baker~~Chairperson
Joseph L. Goldstein, M.D.
George L. Sing
Huda Y. Zoghbi, M.D.
*
~~Ms. Poon became Chairperson of the Compensation Committee effective as of April 1, 2016.~~
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
~~Compensation Committee Interlocks and Insider Participation~~
None of the members of the Compensation Committee is currently, or has been at any time since our formation, one of our officers or employees. None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or Compensation Committee.
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~~Summary Compensation Table~~
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COMPENSATION DASHBOARD
2018 EXECUTIVE COMPENSATION TABLES
The following table and accompanying footnotes provide information regarding compensation earned by, or paid to, our ~~Named Officers (our Chief Executive Officer, our Chief Financial Officer,~~NEOs during the last three fiscal years (other than with respect to Mr. Van Plew, who qualified as an NEO for 2018 and ~~our three other highest-compensated executive officers in 2015).~~
~~Summary Compensation Table~~

Name and principal position
(a)

Year
(b)

Salary ($)
(c)

Bonus ($)1
(d)

Stock
awards ($)2
(e)

Option
awards ($)2
(f)

All other
compensation ($)3
(i)

Total ($)
(j)

Leonard S. Schleifer, M.D., Ph.D. 2015 1,200,000 2,880,000 — 43,307,918 ⁴ 74,608 ⁵ 47,462,526

    President and Chief 2014 1,071,200 2,142,400 — 38,644,700 ⁶ 107,124 41,965,424

    Executive Officer 2013 1,035,000 2,070,000 — 33,062,325 ⁷ 105,340 36,272,665

George D. Yancopoulos, M.D., Ph.D. 2015 1,020,000 2,448,000 — 36,811,837 ⁴ 22,519 ⁸ 40,302,356

    President, Regeneron Laboratories 2014 910,500 1,821,040 — 32,744,746 ⁶ 30,525 35,506,811

    and Chief Scientific Officer 2013 879,800 1,759,500 — 28,096,838 ⁷ 281,455 31,017,593

Robert E. Landry 2015 517,500 465,750 — 7,246,284 ⁴ 19,360 ⁹ 8,248,894

    Senior Vice President, Finance 2014 500,000 455,000 ¹⁰ — 6,403,138 ⁶ 14,818 7,372,956

    and Chief Financial Officer* 2013 144,231 ¹¹ 50,000 ¹² 1,363,500 ¹³ 11,054,274 ⁷ 1,130 12,613,135

Neil Stahl, Ph.D. 2015 550,000 594,000 — 17,209,995 ⁴ 20,515 ¹⁴ 18,374,510

    Executive Vice President, 2014 493,500 532,980 — 15,207,420 ⁶ 20,215 16,254,115

    Research & Development 2013 476,800 386,208 — 13,474,403 ⁷ 17,235 14,354,646

Robert J. Terifay 2015 532,100 574,668 — 10,029,459 ⁴ 20,515 ¹⁴ 11,156,742

    Executive Vice President, 2014 465,800 377,298 — 7,533,104 ⁶ 20,125 8,396,327

    Commercial 2013 450,000 364,500 — 6,847,486 ⁷ 17,145 7,679,131


*
~~Mr. Landry~~2017 but not for 2016; and Ms. McCourt, who joined the Company in ~~September 2013.~~
¹
~~Bonuses are shown in the year in which they were accrued~~February 2018 and ~~earned.~~
²
The amounts in column (e) and (f) reflect the respective aggregate grant date fair values (disregarding estimated forfeitures) of stock and option awards granted in 2015, 2014, and 2013, respectively, pursuant to the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan or the Regeneron Pharmaceuticals, Inc. Second Amended and Restated 2000 Long-Term Incentive Plan. Assumptions used in the calculation of these amounts are included in Note 14 to the Company's audited financial statementsqualified as an NEO for the fiscal year ended December 31, 2015 included in the 2015 Annual Report. The 2013, 2014, and 2015 annual option awards reflect a double-digit percentage decrease in the number of shares underlying the awards, in each case as compared to the prior year (other
that year).
than Mr. Terifay's 2015 award, which remained at the 2014 level due to his promotion to Executive Vice President, Commercial). Mr. Landry did not receive an annual option award in 2013; his 2013 option award was granted pursuant to his offer letter with the Company in connection with the commencement of his employment.
³
~~See "Compensation Discussion and Analysis – Section 4 – Elements of Executive~~2018 Summary Compensation – Perquisites and Other Personal Benefits" for further information. Certain 2015 perquisites and other personal benefits are quantified for each of the Named Officers in the footnotes to this table below based on the actual additional cost incurred by us in providing the perquisite or other personal benefit.
⁴Table
~~Reflects the aggregate grant date fair value of time-based option awards granted in 2015.~~
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⁵
Includes (i) $1,655 for life insurance premiums, (ii) $23,961 for long-term disability insurance premiums, (iii) $13,889 for medical malpractice insurance premiums, (iv) $10,600 for 401(k) Savings Plan matching contributions in respect of 2015 paid in February 2016, (v) $9,915 for tax and financial planning advisory services, and (vi) $14,200 for personal use of secure car transportation in accordance with our security policy.
⁶
~~Reflects the aggregate grant date fair value of time-based option awards granted in 2014.~~
⁷
Reflects the aggregate grant date fair value of time-based option awards granted in 2013. In the case of Mr. Landry, such option award was granted pursuant to his offer letter with the Company in connection with the commencement of his employment.
⁸
Consists of (i) $10,600 for 401(k) Savings Plan matching contributions in respect of 2015 paid in February 2016, (ii) $9,915 for tax and financial planning advisory services, and (iii) $2,004 for personal use of secure car transportation in accordance with our security policy.
⁹
~~Consists of (i) $10,600 for 401(k) Savings Plan matching contributions in respect of 2015 paid in February 2016 and (ii) $8,760 for tax and financial planning advisory services.~~
¹⁰
~~Includes the second installment in the amount of $50,000 of Mr. Landry's $100,000 sign-on bonus (paid in 2014).~~
¹¹
~~Represents Mr. Landry's base salary paid from September 9, 2013 (the starting date of Mr. Landry's employment with the Company) to the end of 2013.~~
¹²
~~Consists of the first installment of Mr. Landry's $100,000 sign-on bonus (paid in 2013).~~
¹³
~~Reflects the aggregate grant date fair value of restricted stock granted to Mr. Landry pursuant to his offer letter with the Company in connection with the commencement of his employment.~~
¹⁴
~~Consists of (i) $10,600 for 401(k) Savings Plan matching contributions in respect of 2015 paid in February 2016 and (ii) $9,915 for tax and financial planning advisory services.~~
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~~Executive Compensation~~
A B C E F G I J
Name and principal position Year Salary ($) Stock
Awards ($)¹ Option
Awards ($)¹ Non-Equity
Incentive Plan
Compensation ($)² All Other
Compensation
($)³ Total ($)
Leonard S. Schleifer, M.D., Ph.D.
President and Chief Executive Officer 2018 1,330,500 — 21,339,913 2,953,710 896,432 ⁴ 26,520,555
2017 1,285,500 — 21,967,210 2,468,160 787,188 26,508,058
2016 1,242,000 — 24,631,012 2,235,600 228,908 28,337,520
George D. Yancopoulos, M.D., Ph.D.
President and Chief Scientific Officer 2018 1,130,900 — 21,339,913 2,510,598 399,718 ⁵ 25,381,129
2017 1,092,700 — 21,967,210 2,097,984 141,345 25,299,239
2016 1,055,700 — 24,631,012 1,900,260 180,547 27,767,519
Robert E. Landry
Senior Vice President,
Finance and Chief Financial Officer 2018 680,000 4,767,500 3,308,184 581,400 19,535 ⁶ 9,356,619
2017 618,000 — 3,675,566 482,040 19,130 4,794,736
2016 585,600 — 4,121,229 439,200 18,700 5,164,729
Daniel P. Van Plew
Executive Vice President and General Manager,
Industrial Operations and Product Supply⁷ 2018 660,000 — 7,650,147 677,160 19,915 ⁸ 9,007,222
2017 560,000 — 7,875,030 524,160 19,410 8,978,600
Marion McCourt
Senior Vice President, Commercial⁹ 2018 401,923 ¹⁰ 4,671,325¹¹ 4,769,876 ¹² 372,281 9,250 ¹³ 10,224,655
~~Table of Contents~~
1 The amounts in columns (e) and (f) reflect the respective aggregate grant date fair values (disregarding estimated forfeitures) of restricted stock and stock option awards granted in 2018, 2017, and 2016, respectively, 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 these amounts are included in Note 14 to the Company’s audited financial statements for the fiscal year ended December 31, 2018 included in the 2018 Annual Report.
2 Non-equity incentive plan compensation amounts (consisting of cash incentives paid to the NEOs in respect of the relevant year under the Regeneron Pharmaceuticals, Inc. Cash Incentive Bonus Plan) are shown in the year in which they were accrued and earned.
3 See the subsection “Additional Compensation Information–Perquisites and Personal Benefits” below for further information. Certain 2018 perquisites and other personal benefits are quantified for each of the NEOs in the footnotes to this table below based on the actual additional cost incurred by us in providing the perquisite or other personal benefit.
4 Consists of (i) $20,724 for life insurance premiums, (ii) $28,160 for long-term disability insurance premiums, (iii) $15,116 for medical malpractice insurance premiums, (iv) $11,000 for 401(k) Savings Plan matching contributions in respect of 2018 paid in February 2019, (v) $10,665 for tax and financial planning advisory services, (vi) $280,000 for fees the Company paid on behalf of Dr. Schleifer associated with a filing required to be made by Dr. Schleifer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which related to an anticipated acquisition by Dr. Schleifer of common stock upon exercise of his stock options (as described further in the subsection “Additional Compensation Information–Perquisites and Personal Benefits” below), (vii) $268,697 for a tax reimbursement related to the fees referenced in (vi), and (viii) $237,669 and $24,401 for personal use of Company-provided aircraft and secure car transportation, respectively, in each case in accordance with our security policy (calculated as described in the subsection “Additional Compensation Information–Perquisites and Personal Benefits” below).
5 Consists of (i) $11,000 for 401(k) Savings Plan matching contributions in respect of 2018 paid in February 2019, (ii) $8,535 for tax and financial planning advisory services, (iii) $125,000 for fees the Company paid on behalf of Dr. Yancopoulos associated with a filing required to be made by Dr. Yancopoulos under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which related to an anticipated acquisition by Dr. Yancopoulos of common stock upon exercise of his stock options (as described further in the subsection “Additional Compensation Information–Perquisites and Personal Benefits” below), (iv) $119,954 for a tax reimbursement related to the fees referenced in (iii), and (v) $130,017 and $5,212 for personal use of Company-provided aircraft and secure car transportation, respectively, in each case in accordance with our security policy (calculated as described in the subsection “Additional Compensation Information–Perquisites and Personal Benefits” below).
6 Consists of (i) $11,000 for 401(k) Savings Plan matching contributions in respect of 2018 paid in February 2019 and (ii) $8,535 for tax and financial planning advisory services.
7 Mr. Van Plew qualified as an NEO for 2018 and 2017 but not for 2016.
8 Consists of (i) $9,250 for 401(k) Savings Plan matching contributions in respect of 2018 paid in February 2019 and (ii) $10,665 for tax and financial planning advisory services.
9 Ms. McCourt joined the Company in 2018 and qualified as an NEO for that year.
10 Represents Ms. McCourt’s base salary paid from February 12, 2018 (the starting date of Ms. McCourt’s employment with the Company) through the end of 2018.
11 Consists of the aggregate grant date fair value of (i) 2,500 shares of restricted stock granted in connection with commencement of Ms. McCourt’s employment and (ii) 10,000 shares of restricted stock granted as part of Ms. McCourt’s 2018 year-end equity award.
12 Consists of the aggregate grant date fair value of (i) 20,000 stock options granted in connection with commencement of Ms. McCourt’s employment and (ii) 10,000 stock options granted as part of Ms. McCourt’s 2018 year-end equity award.
13 Consists of $9,250 for 401(k) Savings Plan matching contributions in respect of 2018 paid in February 2019.

78   /
~~Grants of Plan-Based Awards~~
2019 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING
COMPENSATION-RELATED MATTERS   /   COMPENSATION DASHBOARD
2018 Grants of Plan-Based Awards
The following table and explanatory footnotes provide information regarding ~~each~~the annual cash incentive and equity ~~award~~awards granted to our ~~Named Officers~~NEOs during ~~2015. There were no non-equity incentive plan awards granted in 2015.~~2018.
~~Grants of Plan-Based Awards~~

Name
(a)

Grant date
(b)

All other
stock awards:
number of
shares of
stock or
units (#)
(i)

All other
option awards:
number of
securities
underlying
options (#)
(j)

Exercise
or base
price of
option
awards
($/Sh)1
(k)

Closing
price of
Company
common
stock on
grant date
($/Sh)1
(l)

Grant date
fair value
of stock
and option
awards
($)2
(l)

Leonard S. Schleifer, M.D., Ph.D. 12/16/2015 ³ — 172,723 555.67 559.67 43,307,918

George D. Yancopoulos, M.D., Ph.D. 12/16/2015 ³ — 146,815 555.67 559.67 36,811,837

Robert E. Landry 12/16/2015 ³ — 28,900 555.67 559.67 7,246,284

Neil Stahl, Ph.D. 12/16/2015 ³ — 68,638 555.67 559.67 17,209,995

Robert J. Terifay 12/16/2015 ³ — 40,000 555.67 559.67 10,029,459

¹
These options have an exercise price equal to the average of the high and low sales price per share of the Company's common stock on the date of grant. Therefore, the closing price of our common stock on the grant date may be higher or lower than the exercise price of these options.
²
The amounts in this column represent the grant date fair value of the awards made pursuant to the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan. The assumptions used in the calculation of these amounts are included in Note 14 to the Company's

~~audited financial statements for the fiscal year ended December 31, 2015 included in the 2015 Annual Report.~~
³
~~The Named Officer received a non-qualified stock option award that vests at a rate of 25% per year over the first four years of the ten-year option term.~~
63
~~Executive Compensation~~
A B C D E I J K L
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards¹ All other
stock awards:
number of All other
option awards:
number of
securities
underlying Exercise or
base price of Closing price
of Company
common stock Grant date fair
value of stock
and option
Name Grant date Threshold
($) Target
($) Maximum
($) shares of stock
or units (#) options
(#) option awards
($/Sh)² on grant date
($/Sh)² awards
($)³
Leonard S. Schleifer,
M.D., Ph.D. —     —       1,596,600 3,193,200 — — — — —
12/12/2018 ⁴ — — — — 129,013 381.40 377.96 21,339,913
George D. Yancopoulos,
M.D., Ph.D. — — 1,357,080 2,714,160 — — — — —
12/12/2018 ⁴ — — — — 129,013 381.40 377.96 21,339,913
Robert E. Landry — — 340,000 612,000 — — — — —
12/12/2018 ⁴ — — — — 20,000 381.40 377.96 3,308,184
12/12/2018 ⁵ — — — 12,500 — — — 4,767,500
Daniel P. Van Plew — — 396,000 712,800 — — — — —
12/12/2018 ⁴ — — — — 46,250 381.40 377.96 7,650,147
Marion McCourt — — 237,500 427,500 — — — — —
12/12/2018 ⁴ — — — — 10,000 381.40 377.96 1,654,092
12/12/2018 ⁵ — — — 10,000 — — — 3,814,000
2/12/2018 ^4,6 — — — — 20,000 342.93 342.67 3,115,784
2/12/2018 ^5,6 — — — 2,500 — — — 857,325
~~Table of Contents~~
1 Cash incentive awards under the Regeneron Pharmaceuticals, Inc. Cash Incentive Bonus Plan. The actual cash incentive awards earned in respect of 2018 and paid out in January 2019 are reported as “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table above.
2
These options have an exercise price equal to the average of the high and low sales price per share of the Company’s common stock on the date of grant. Therefore, the closing price of our common stock on the grant date may be higher or lower than the exercise price of these options.
~~Outstanding~~ 3 The amounts in this column represent the grant date fair value of the awards made pursuant to the Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan. The assumptions used in the calculation of these amounts are included in Note 14 to the Company’s audited financial statements for the fiscal year ended December 31, 2018 included in the 2018 Annual Report.
4 The NEO received a non-qualified stock option award that vests subject to continued employment at a rate of 25% per year over the first four years of the maximum ten-year option term.
5 The NEO received a restricted stock award that vests 100% on the fifth anniversary of the date of grant, subject to the NEO’s continued employment.
6 Equity ~~Awards at Fiscal Year-End~~award granted in connection with commencement of the NEO’s employment.
2019 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING    /   79
COMPENSATION-RELATED MATTERS   /   COMPENSATION DASHBOARD
Outstanding Equity Awards at 2018 Fiscal Year-End
The following table and explanatory footnotes provide information regarding unexercised stock options and unvested restricted stock awards held by our ~~Named Officers~~NEOs as of December 31, ~~2015.~~2018.
~~OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END~~
A B C D E F G H I J
Option Awards Stock Awards
Name Number of
securities
underlying
unexercised
options
exercisable
(#) Number of
securities
underlying
unexercised
options
unexercisable
(#) Equity
incentive
plan awards:
number of
securities
underlying
unexercised
unearned
options
(#) Option
exercise price
($) Option
expiration
date Number of
shares or
units of stock
that have not
vested
(#) Market value
of shares or
units of stock
that have not
vested
($) Equity
incentive
plan awards:
number of
unearned
shares, units
or other rights
that have not
vested
(#) Equity
incentive
plan awards:
market or
payout value
of unearned
shares, units
or other
rights that
have not
vested
($)
Leonard S. Schleifer,
M.D., Ph.D. — 129,013 ¹ — 381.40 12/12/2028 — — — —
34,869 104,605 ² — 378.98 12/12/2027 — — — —
73,408 73,407 ³ — 381.92 12/16/2026 — — — —
129,543 43,180 ⁴ — 555.67 12/16/2025 — — — —
203,204 — — 399.66 12/16/2024 — — — —
239,063 — — 270.43 12/13/2023 — — — —
281,250 — — 179.13 12/14/2022 — — — —
160,000 — — 52.03 12/16/2021 — — — —
240,000 — — 52.03 12/16/2021 — — — —
125,000 — — 30.63 12/14/2020 — — — —
187,500 — — 30.63 12/14/2020 — — — —
187,500 — — 21.25 12/18/2019 — — — —
125,000 — — 21.25 12/18/2019 — — — —
TOTAL 1,986,337 350,205
George D. Yancopoulos,
M.D., Ph.D. — 129,013 ¹ — 381.40 12/12/2028 — — — —
34,869 104,605 ² — 378.98 12/12/2027 — — — —
73,408 73,407 ³ — 381.92 12/16/2026 — — — —
110,112 36,703 ⁴ — 555.67 12/16/2025 — — — —
172,723 — — 399.66 12/16/2024 — — — —
203,204 — — 270.43 12/13/2023 — — — —
239,063 — — 179.13 12/14/2022 — — — —
158,079 — — 52.03 12/16/2021 — — — —
240,000 — — 52.03 12/16/2021 — — — —
96,736 — — 30.63 12/14/2020 — — — —
150,000 — — 30.63 12/14/2020 — — — —
150,000 — — 21.25 12/18/2019 — — — —
95,295 — — 21.25 12/18/2019 — — — —
TOTAL 1,723,489 343,728
80  /    2019 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

Option Awards

Stock Awards

Name
(a)

Number of
securities
underlying
unexercised
options (#)
exercisable
(b)

Number of
securities
underlying
unexercised
options (#)
unexercisable
(c)

Equity
incentive
plan
awards:
number of
securities
underlying
unexercised
unearned
options (#)
(d)

Option
exercise
price ($)
(e)

Option
expiration
date
(f)

Number of
shares or
units of
stock that
have not
vested (#)
(g)

Market
value of
shares or
units of
stock that
have not
vested ($)5
(h)

Equity
incentive
plan awards:
number of
unearned
shares, units
or other
rights that
have not
vested (#)
(i)

Equity
incentive
plan awards:
market or
payout
value of
unearned
shares, units
or other
rights that
have not
vested ($)
(j)
Leonard S. Schleifer, M.D., Ph.D.
— 172,723 1 — 555.67 12/16/2025 — — — —

50,801 152,403 2 — 399.66 12/16/2024 — — — —

119,532 119,531 3 — 270.43 12/13/2023 — — — —

210,938 70,312 4 — 179.13 12/14/2022 — — — —

160,000 — — 52.03 12/16/2021 — — — —

240,000 — — 52.03 12/16/2021 — — — —

125,000 — — 30.63 12/14/2020 — — — —

187,500 — — 30.63 12/14/2020 — — — —

187,500 — — 21.25 12/18/2019 — — — —

125,000 — — 21.25 12/18/2019 — — — —

125,000 — — 16.80 12/17/2018 — — — —

187,500 — — 16.80 12/17/2018 — — — —

250,000 — — 21.92 12/17/2017 — — — —

250,000 — — 20.32 12/18/2016 — — — —
TOTAL
2,218,771 514,969

George D. Yancopoulos, M.D., Ph.D.
— 146,815 1 — 555.67 12/16/2025 — — — —

43,181 129,542 2 — 399.66 12/16/2024 — — — —

101,602 101,602 3 — 270.43 12/13/2023 — — — —

179,298 59,765 4 — 179.13 12/14/2022 — — — —

158,079 — — 52.03 12/16/2021 — — — —

240,000 — — 52.03 12/16/2021 — — — —

96,736 — — 30.63 12/14/2020 — — — —

150,000 — — 30.63 12/14/2020 — — — —

150,000 — — 21.25 12/18/2019 — — — —

95,295 — — 21.25 12/18/2019 — — — —

94,048 — — 16.80 12/17/2018 — — — —

150,000 — — 16.80 12/17/2018 — — — —

195,438 — — 21.92 12/17/2017 — — — —

195,079 — — 20.32 12/18/2016 — — — —

— — — — — 500,000 6 542.87 — —
TOTAL
1,848,756 437,724 500,000

Robert E. Landry
— 28,900 1 — 555.67 12/16/2025 — — — —

8,500 25,500 2 — 399.66 12/16/2024 — — — —

26,000 40,000 7 — 272.70 9/9/2023 — — — —

— — — — — 5,000 8 542.87 — —
TOTAL
34,500 94,400 5,000

64COMPENSATION-RELATED MATTERS   /   COMPENSATION DASHBOARD
~~Executive Compensation~~
~~Table of Contents~~

Option Awards

Stock Awards

Name
(a)

Number of
securities
underlying
unexercised
options (#)
exercisable
(b)

Number of
securities
underlying
unexercised
options (#)
unexercisable
(c)

Equity
incentive
plan
awards:
number of
securities
underlying
unexercised
unearned
options (#)
(d)

Option
exercise
price ($)
(e)

Option
expiration
date
(f)

Number of
shares or
units of
stock that
have not
vested (#)
(g)

Market
value of
shares or
units of
stock that
have not
vested ($)5
(h)

Equity
incentive
plan awards:
number of
unearned
shares, units
or other
rights that
have not
vested (#)
(i)

Equity
incentive
plan awards:
market or
payout
value of
unearned
shares, units
or other
rights that
have not
vested ($)
(j)
Neil Stahl, Ph.D.
— 68,638 1 — 555.67 12/16/2025 — — — —

20,188 60,562 2 — 399.66 12/16/2024 — — — —

47,500 47,500 3 — 270.43 12/13/2023 — — — —

4,527 — — 268.40 12/17/2017 — — — —

84,375 28,125 4 — 179.13 12/14/2022 — — — —

6,017 — — 145.70 12/17/2017 — — — —

48,079 — — 52.03 12/16/2021 — — — —

75,000 — — 52.03 12/16/2021 — — — —

46,736 — — 30.63 12/14/2020 — — — —

20,295 — — 21.25 12/18/2019 — — — —
TOTAL
352,717 204,825

Robert J. Terifay
— 40,000 1 — 555.67 12/16/2025 — — — —

10,000 30,000 2 — 399.66 12/16/2024 — — — —

25,000 25,000 3 — 270.43 12/13/2023 — — — —

56,250 18,750 4 — 179.13 12/14/2022 — — — —

1,921 — — 52.03 12/16/2021 — — — —

30,579 — — 52.03 12/16/2021 — — — —

48,750 — — 52.03 12/16/2021 — — — —
TOTAL
172,500 113,750

1
~~This stock option award was granted to the Named Officer on December 16, 2015 and vests at a rate of 25% per year over the first four years of the option term.~~
2
~~This stock option award was granted to the Named Officer on December 16, 2014 and vests at a rate of 25% per year over the first four years of the option term.~~
3
~~This stock option award was granted to the Named Officer on December 13, 2013 and vests at a rate of 25% per year over the first four years of the option term.~~
4
~~This stock option award was granted to the Named Officer on December 14, 2012 and vests at a rate of 25% per year over the first four years of the option term.~~
5
~~Reflects the closing price per share of the Company's common stock on the NASDAQ Global Select Market on December 31, 2015.~~
6
~~This restricted stock award was granted to the Named Officer on June 27, 2012 and vests 100% on December 17, 2017, subject to the Named Officer's continued employment.~~
7
~~This stock option award was granted to the Named Officer on September 9, 2013 and vests at a rate of 25% per year over the first four years of the option term.~~
8
~~This restricted stock award was granted to the Named Officer on September 9, 2013 and vests 100% on the fifth anniversary of the date of grant, subject to the Named Officer's continued employment.~~
65
~~Executive Compensation~~
A B C D E F G H I J
Option Awards Stock Awards
Name Number of
securities
underlying
unexercised
options
exercisable
(#) Number of
securities
underlying
unexercised
options
unexercisable
(#) Equity
incentive
plan awards:
number of
securities
underlying
unexercised
unearned
options
(#) Option
exercise price
($) Option
expiration
date Number of
shares or
units of stock
that have not
vested
(#) Market value
of shares or
units of stock
that have not
vested
($) Equity
incentive
plan awards:
number of
unearned
shares, units
or other rights
that have not
vested
(#) Equity
incentive
plan awards:
market or
payout value
of unearned
shares, units
or other
rights that
have not
vested
($)
Robert E. Landry — 20,000 ¹ — 381.40 12/12/2028 — — — —
5,835 17,502 ² — 378.98 12/12/2027 — — — —
12,283 12,282 ³ — 381.92 12/16/2026 — — — —
21,675 7,225 ⁴ — 555.67 12/16/2025 — — — —
34,000 — — 399.66 12/16/2024 — — — —
57,000 — — 272.70 9/9/2023 — — — —
— — — — — 12,500 ⁵ 4,668,750 ⁶ — —
TOTAL 130,793 57,009 12,500
Daniel P. Van Plew — 46,250 ¹ — 381.40 12/12/2028 — — — —
12,500 37,500 ² — 378.98 12/12/2027 — — — —
17,000 17,000 ³ — 381.92 12/16/2026 — — — —
30,000 10,000 ⁴ — 555.67 12/16/2025 — — — —
40,000 — — 399.66 12/16/2024 — — — —
50,000 — — 270.43 12/13/2023 — — — —
75,000 — — 179.13 12/14/2022 — — — —
52,500 — — 52.03 12/16/2021 — — — —
33,079 — — 52.03 12/16/2021 — — — —
32,735 — — 30.63 12/14/2020 — — — —
TOTAL 342,814 110,750
Marion McCourt — 10,000 ¹ — 381.40 12/12/2028 — — — —
— 20,000 ⁷ — 342.93 2/12/2028 — — — —
— — — — — 10,000 ⁵ 3,735,000 ⁶ — —
— — — — — 2,500 ⁸ 933,750 ⁶ — —
TOTAL — 30,000 12,500
~~Table of Contents~~
1 This stock option award was granted to the NEO on December 12, 2018 and vests at a rate of 25% per year over the first four years of the option term.
2~~Option Exercises~~
This stock option award was granted to the NEO on December 12, 2017 and ~~Stock Vested~~vests at a rate of 25% per year over the first four years of the option term.
3 This stock option award was granted to the NEO on December 16, 2016 and vests at a rate of 25% per year over the first four years of the option term.
4 This stock option award was granted to the NEO on December 16, 2015 and vests at a rate of 25% per year over the first four years of the option term.
5 This restricted stock award was granted to the NEO on December 12, 2018 and vests 100% on the fifth anniversary of the date of grant, subject to the NEO’s continued employment.
6 Reflects the closing price of $373.50 per share of the Company’s common stock on the NASDAQ Global Select Market on December 31, 2018.
7 This stock option award was granted to the NEO on February 12, 2018 and vests at a rate of 25% per year over the first four years of the option term.
8 This restricted stock award was granted to the NEO on February 12, 2018 and vests 100% on the fifth anniversary of the date of grant, subject to the NEO’s continued employment.
2019 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING    /   81
COMPENSATION-RELATED MATTERS   /   COMPENSATION DASHBOARD
2018 Option Exercises and Stock Vested
The following table and explanatory footnotes provide information with regard to amounts realized by our ~~Named Officers~~NEOs during ~~2015~~2018 as a result of the exercise of stock options or the vesting of restricted stock awards.
~~Option Exercises and Stock Vested~~
A B C D E
Option awards
Stock awards
Name (a) Number of shares
acquired on exercise
(#) Value realized
on exercise
($)¹ Number of shares
acquired on vesting
(#) Value realized
on vesting
($)²
Leonard S. Schleifer, M.D. , Ph.D. 312,500 112,659,375 — —
George D. Yancopoulos, M.D., Ph.D. 244,048 87,981,744 — —
Robert E. Landry — — 5,000 1,976,450
Daniel P. Van Plew — — — —
Marion McCourt — — — —
1 Amounts reflect the difference between the exercise price of the option(s) and the average of the high and low sales price per share of the Company’s common stock on the NASDAQ Global Select Market on the exercise date(s).
2 Amount reflects the average of the high and low sales price per share of the Company’s common stock on the NASDAQ Global Select Market on the vesting date.
POST-
EMPLOYMENT
COMPENSATION

Option awards

Stock awards

Name
(a)

Number of
shares
acquired
on exercise
(#)
(b)

Value
realized
on
exercise
($)1
(c)

Number of
shares
acquired
on vesting
(#)
(d)

Value
realized
on
vesting
($)
(e)
Leonard S. Schleifer, M.D., Ph.D.
7,226 749,192 — —
George D. Yancopoulos, M.D., Ph.D.
184,739 101,049,378 — —
Robert E. Landry
14,000 3,048,560 — —
Neil Stahl, Ph.D.
101,921 54,901,992 — —
Robert J. Terifay
81,250 37,906,863 — —

1
Amounts reflect the difference between the exercise price of the option(s) and the average of the high and low sales price per share of the Company's common stock on the NASDAQ Global Select Market on the exercise date(s).
~~Post-Employment Compensation~~
As discussed ~~under "Section 4 – Elements of Executive~~in “Compensation Dashboard — Additional Compensation –Information — Potential Severance ~~Benefits" on page 59,~~Payments,” our ~~Named Officers~~NEOs are entitled to certain severance benefits upon the voluntary or involuntary termination of their employment. We provide additional information regarding the severance benefits available to our ~~Named Officers~~NEOs in the tables ~~on pages 67 and 69.~~set out below in this subsection. For our ~~Chief Executive Officer,~~CEO, the table shows the amounts payable under his employment agreement upon his involuntary or not-for-cause termination, termination in connection with a corporate change of control, and in the event of his disability or death. For the other ~~Named Officers,~~NEOs, the table shows their post-termination compensation arrangements under our change in control severance plan upon an involuntary or not-for-cause termination in connection with a corporate change of control.
Leonard S. Schleifer, M.D., Ph.D., Employment Agreement
We entered into an employment agreement with our ~~Chief Executive Officer,~~CEO, Dr. Schleifer, effective as of December 20, 2002, providing for his employment with the Company through December 31, 2003 and continuing thereafter on a year-by-year basis. On November 14, 2008, this employment agreement was amended and restated to bring the employment agreement into compliance with Section 409A of the
Internal Revenue Code. Pursuant to this agreement, we agreed that in the event that Dr. ~~Schleifer's~~Schleifer’s employment is terminated by us other than for cause (as defined in the agreement) or is terminated by Dr. Schleifer for good reason (as defined in the agreement to include specified acts of constructive termination, together called an ~~"involuntary termination"~~“involuntary termination”), we will pay Dr. Schleifer an amount equal to 125% of the sum of his base salary plus his average ~~bonus~~cash incentive paid over the prior three years. This amount will be paid in a ~~lump sum~~lump-sum severance payment. In addition, we will continue to provide Dr. Schleifer and his dependents medical, dental, and life insurance benefits for ~~eighteen~~18 months. Subject to the discussion in the following paragraph, in the event that Dr. ~~Schleifer's~~Schleifer’s employment is terminated for any reason other than for cause, all of his unvested stock options will continue to vest in accordance with the terms of the applicable award grant and he will be entitled to exercise the stock options throughout their original term, which is generally ten years from the date of grant.
Upon an involuntary termination (i.e., a termination by the Company without cause or by Dr. Schleifer for good reason, each as defined in the agreement) within three years after a change of control of the Company or within three months prior to such a change of control, we will pay Dr. Schleifer an amount equal to three times the sum of his annual base salary plus his average ~~bonus~~cash incentive over the prior three years. This amount will be paid in a ~~lump sum~~lump-sum severance payment. In addition, we will continue to provide Dr. Schleifer and his dependents medical, dental, and life insurance benefits for ~~thirty-six~~36 months. Upon such an involuntary termination in
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connection with a change of control, Dr. ~~Schleifer's~~Schleifer’s outstanding stock options

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will vest immediately and remain exercisable throughout their original term, which is generally ten years from the date of grant. If aggregate severance payments to Dr. Schleifer in connection with a change of control exceed certain thresholds set forth in the Internal Revenue Code, then we will pay him an additional amount to cover any resulting excise tax obligations, unless the excise taxes could be eliminated by reducing Dr. ~~Schleifer's~~Schleifer’s cash severance payments and benefits under the agreement by less than ~~ten~~
~~percent,~~10%, in which case such benefits and payments will be reduced accordingly.
The following table reflects the potential payments to our ~~Chief Executive Officer~~CEO under his employment agreement ~~upon his~~assuming a termination effective December 31, ~~2015,~~2018 under different scenarios ~~including~~(including following a change of ~~control,~~control), as well as upon death or disability. The information in the table below is based on the assumptions set forth in the footnotes to the table; actual values and amounts may differ from those presented below.

Potential Severance Payments under Dr. ~~Schleifer's~~Schleifer’s Employment Agreement
Cash
Severance Benefits
Continuation Death
Benefits⁴ Disability
Benefits Value of
Accelerated
Stock Options Cutback/
Gross-up⁶ Total
Amount
Involuntary Termination Following a Change of Control¹ $11,575,260 ² $259,510 ³ — — — ⁵ — $ 11,834,770
Involuntary Termination $4,823,025 ⁷ $125,763 ⁸ — — — — $4,948,788
Death — $94,677 ⁸ — — — ⁹ — $94,677
Disability — $125,763 ⁸ — $698,513 ¹⁰ — — $824,276
1 For purposes of these calculations, (i) we used Dr. Schleifer’s 2018 base salary and the annual cash incentives paid to Dr. Schleifer for performance in 2015, 2016, and 2017, respectively; (ii) we assumed that Dr. Schleifer received his annual cash incentive that was earned in 2018 and paid in 2019 (described in the Summary Compensation Table above); (iii) we took into consideration, for purposes of determining whether Dr. Schleifer was entitled to receive a gross-up payment under the terms of his employment agreement, the fact that Dr. Schleifer’s stock options continue to vest according to their original vesting schedule following a voluntary or involuntary termination (other than in connection with a change of control); (iv) we assumed a 6.5% annual increase in medical premiums, 3% annual increase in dental premiums, and no increase in annual disability or life insurance premiums; (v) we assumed that the medical and dental insurance benefits received in 2019, 2020, and 2021 would be taxable and that Dr. Schleifer would be eligible for a tax gross-up for these benefits under the terms of his employment agreement; (vi) although Dr. Schleifer’s employment agreement provides for restrictive covenants, including a six-month non-compete obligation, no specific value has been ascribed to these covenants solely for purposes of this calculation; and (vii) although certain payments to Dr. Schleifer would be subject to potential delays upon separation of service under Section 409A of the Internal Revenue Code, we did not attempt to determine which, if any, payments would be delayed.
2 Equal to three times the sum of (a) Dr. Schleifer’s 2018 base salary and (b) the average annual cash incentive paid to Dr. Schleifer for performance in the three completed years prior to the termination date. For purposes of this calculation, we used Dr. Schleifer’s annual cash incentives for performance in 2015, 2016, and 2017.
3 Equal to the estimated cost of providing Dr. Schleifer and his dependents medical, dental, and life insurance benefits for 36 months.
4 We maintain $1 million of term life insurance covering Dr. Schleifer payable to his designated beneficiary.
5 No amount is included for the value of accelerated stock options as all unvested options held by Dr. Schleifer as of December 31, 2018 had an exercise price that exceeded the closing sales price per share of the Company’s common stock on the NASDAQ Global Select Market on December 31, 2018, the last business day of 2018, of $373.50.
6 Under Dr. Schleifer’s employment agreement, if payments due in connection with a change of control are subject to excise taxes under Section 280G of the Internal Revenue Code, we will cut back the payments if the excise tax can be eliminated by reducing his cash severance payments and benefits by less than 10%. Otherwise, we will pay him an additional “gross up” amount so that his after-tax benefits are the same as though no excise tax had been applied. We have determined that Dr. Schleifer would not be subject to excise taxes if he had been terminated on December 31, 2018 as a result of a change of control.
7 Equal to 1.25 times the sum of (a) Dr. Schleifer’s 2018 base salary and (b) the average annual cash incentive paid to Dr. Schleifer for performance in the three completed years prior to the termination date. For purposes of this calculation, we used Dr. Schleifer’s year-end cash incentive awards for performance in 2015, 2016, and 2017.
8 Equal to the estimated cost of providing Dr. Schleifer and his dependents medical, dental, and life insurance benefits for 18 months.
9 As discussed in “Compensation Dashboard — Additional Compensation Information — Potential Severance Payments,” unvested stock options held by any employee (including Dr. Schleifer) become immediately exercisable upon his or her death.
10 Represents 35% of Dr. Schleifer’s 2018 salary over a period of 18 months. We have assumed long-term disability coverage exists pursuant to Dr. Schleifer’s employment agreement for the remaining 65% of Dr. Schleifer’s salary.
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Cash
Severance

Benefits
Continuation

Death
Benefits4

Disability
Benefits

Value of
Accelerated
Stock
Options

Cutback/
Gross-
up6

Total
Amount
Involuntary Termination Following a Change of Control¹
$ 10,112,400 ² $ 199,311 ³ — — $ 79,965,946 ⁵ — $ 90,277,657
Involuntary Termination

$
4,213,500
⁷
$
91,742
⁸

—

—

—

—

$
4,305,242
Death

—

$
89,260
⁸

—

—

—
⁹

—

$
89,260
Disability

—

$
91,742
⁸

—

$
630,000
¹⁰

—

—

$
721,742

1
For purposes of these calculations, (i) we used Dr. Schleifer's 2015 base salary and the annual bonuses paid to Dr. Schleifer for performance in 2012, 2013, and 2014, respectively; (ii) we assumed that Dr. Schleifer received his annual bonus that was earned in 2015 and paid in 2016 (described in the Summary Compensation Table on page 61); (iii) we took into consideration, for purposes of determining whether Dr. Schleifer was entitled to receive a gross-up payment under the terms of his employment agreement, the fact that Dr. Schleifer's stock options continue to vest according to their original vesting schedule following a voluntary or involuntary termination (other than in connection with a change of control); (iv) we assumed an 8% annual increase in medical premiums, 5% annual increase in dental premiums, and an increase in annual life insurance premiums from $1,655 to $7,000 in October 2017; (v) we assumed that the medical and dental insurance benefits received in 2016, 2017, and 2018 would be taxable and that Dr. Schleifer would be eligible for a tax gross-up for these benefits under the terms of his employment agreement; (vi) although Dr. Schleifer's employment agreement provides for restrictive covenants, including a six-month non-compete obligation, no specific value has been ascribed to these covenants solely for purposes of this calculation; and (vii) although certain payments to Dr. Schleifer would be subject to potential delays upon separation of service under Section 409A of the Internal Revenue Code, we did not attempt to determine which, if any, payments would be delayed.
2
Equal to three times the sum of (a) Dr. Schleifer's 2015 base salary and (b) the average annual bonus paid to Dr. Schleifer for performance in the three completed years prior to the termination date. For purposes of this calculation, we used Dr. Schleifer's annual bonuses for performance in 2012, 2013, and 2014.
3
~~Equal to the estimated cost of providing Dr. Schleifer and his dependents medical, dental, and life insurance benefits for thirty-six months.~~
4
~~We maintain $1 million of term life insurance covering Dr. Schleifer payable to his designated beneficiary.~~
5
Equal to the aggregate amount of the differences between the exercise prices of Dr. Schleifer's accelerated stock options and the closing sales price per share of the Company's common stock on the NASDAQ Global Select Market on December 31, 2015 of $542.87.
6
Under Dr. Schleifer's employment agreement, if payments due in connection with a change of control are subject to excise taxes under Section 280G of the Internal Revenue Code, we will cut back the payments if the excise tax can be eliminated by reducing his cash severance payments and benefits by less than ten percent. Otherwise, we will pay him an additional "gross up" amount so that his after tax benefits are the same as though no excise tax had been applied. We have determined that Dr. Schleifer would not be subject to excise taxes if he had been terminated on December 31, 2015 as a result of a change of control.
7
Equal to 1.25 times the sum of (a) Dr. Schleifer's 2015 base salary and (b) the average annual bonus paid to Dr. Schleifer for performance in the three completed years prior to the termination date. For purposes of this calculation, we used Dr. Schleifer's annual bonuses for performance in 2012, 2013, and 2014.
8
~~Equal to the estimated cost of providing Dr. Schleifer and his dependents medical, dental, and life insurance benefits for eighteen months.~~
9
As discussed under "Section 4 – Elements of Executive Compensation – Potential Severance Benefits" on page 59, unvested stock options held by any employee (including Dr. Schleifer) become immediately exercisable upon his or her death.
10
Represents 35% of Dr. Schleifer's 2015 salary over a period of eighteen months. We have assumed long-term disability coverage exists pursuant to Dr. Schleifer's employment agreement for the remaining 65% of Dr. Schleifer's salary.
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Change in Control Severance Plan
Each of the ~~Named Officers,~~NEOs, other than our ~~Chief Executive Officer,~~CEO, participates in our change in control severance plan that was adopted by the board of directors on January 20, 2006. The purposes of the plan are (i) to help us retain key employees, (ii) to help maintain the focus of such employees on our business and to mitigate the distractions caused by the possibility that we may be the target of an acquisition, and (iii) to provide certain benefits to such employees in the event their employment is terminated (or constructively terminated) after, or in contemplation of, a change in control. On November 14, 2008, the change in control severance plan was amended and restated to bring it into compliance with Section 409A of the Internal Revenue Code.
Under the plan, each participant is entitled to receive a cash severance payment in an amount equal to one, or, in designated cases, including with respect to the ~~Named Officers~~NEOs other than Dr. Schleifer, two times the sum of the ~~participant's~~participant’s annual base salary and his or her average annual ~~bonus~~cash incentive over the prior three years if, within two years after or 180 days before a change in control, either the participant resigns his or her employment for Good Reason (as defined in the plan) or the ~~participant's~~participant’s employment is terminated by the Company for any reason other than Cause (as defined in the plan). This amount will be paid in a ~~lump sum~~lump-sum severance payment. A participant so terminated is also entitled to receive a ~~pro rata bonus~~pro-rata cash incentive for the year in which he or she is terminated based on the portion of the year the participant was employed by us. In addition, for either one or two years, as the case may be, plan participants will receive continuation of health care coverage and welfare benefits provided by us, to the extent permitted by our benefit plans, at a cost no greater than what the ~~participant's~~participant’s cost would have been if he or she had continued his or her employment with the Company.
In the event that a plan participant resigns his or her employment for Good Reason (which generally conforms to the definition in Section 409A), or the ~~participant's~~participant’s employment is terminated by the Company for any reason other than Cause, in either case within two years after or 180 days before a change in control, then the ~~participant's~~participant’s stock options and other equity awards granted under our long-term incentive plans that would have vested prior to or upon the change in control will become vested on the change in control date, and the exercise period of such equity awards, and other equity awards held by the participant that otherwise would have expired, will be extended to the later of (i) ~~thirty~~30 days following the first date after a change in control in which the shares underlying the equity award may be traded, and (ii) the permitted exercise date in the plan or grant assuming the change in control happened immediately prior to the ~~participant's~~participant’s termination. However, in no event will any stock option or other equity award be extended (i) beyond the expiration date of the grant, or (ii) such that the grant will be subject to the additional tax under Section 409A of the Internal Revenue Code.
In the event that a participant would become subject to a ~~"golden parachute"~~“golden parachute” excise tax under Section 4999 of the Internal Revenue Code as a result of severance benefits and payments, the severance benefits and payments owed to the participant shall be reduced to an amount one dollar less than the amount that would subject the participant to the excise tax, unless the total severance benefits/payments net of the excise taxes are greater than the amount that the participant would receive following any such reduction.
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~~Executive Compensation~~
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The following table shows the potential payments to our ~~Named Officers~~NEOs (other than our ~~Chief Executive Officer)~~CEO), upon their hypothetical termination (other than for Cause) or resignation for Good Reason, in the two years following, or the six months prior to, a change in control. The information in the
table below ~~is based on~~assumes an effective termination or resignation date of December 31, ~~2015~~2018 and is further based on the assumptions set forth in the footnotes to the table; actual values and amounts may differ from those presented below.

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Potential Payments under Change in Control Severance Plan

Cash
Severance1

Benefits
Continuation2

Value of
Accelerated Stock
Options/Restricted
Stock3

Cutback4

Total
Amount5

George D. Yancopoulos, M.D., Ph.D.
$ 5,730,360 $ 114,488 $ 339,406,080 — $ 345,250,928
Robert E. Landry
$ 1,440,000 $ 111,338 $ 17,173,005 — $ 18,724,343
Neil Stahl, Ph.D.
$ 1,961,570 $ 53,425 $ 31,844,172 — $ 33,859,167
Robert J. Terifay
$ 1,833,191 $ 53,416 $ 17,927,425 — $ 19,814,032

1
Equal to two times the sum of (a) the Named Officer's 2015 base salary and (b) the average annual bonus paid to the Named Officer (other than Mr. Landry) over the prior three years. In the case of Mr. Landry (who joined the Company in September 2013), we averaged his 2013 and 2014 annual bonus amounts of $0 and $405,000, respectively, and took into account that he did not receive a bonus in respect of his performance in 2013.
2
Equal to the estimated cost of providing each Named Officer and his dependents medical, dental, vision, disability, and life insurance coverage for twenty-four months, plus the estimated cost of providing each Named Officer tax and financial planning advisory services for twenty-four months.
3
For stock options, equal to the aggregate amount of the differences between the exercise prices of each Named Officer's accelerated "in-the-money" stock options and the closing sales price per share of the Company's common stock on the NASDAQ Global Select Market on December 31, 2015 of $542.87. The amounts also include the value as of December 31, 2015 of unvested restricted stock.
4
Cash
Severance¹ Benefits
Continuation² Value of
Accelerated Stock
Options/Restricted
Stock³ Cutback⁴ Total
Amount⁵
George D. Yancopoulos, M.D., Ph.D. $6,559,296 $118,374     —     — $6,677,670
Robert E. Landry $2,284,660 $116,722 $4,668,750 $(526,138) $6,543,994
Daniel P. Van Plew $2,277,600 $95,402 — — $2,373,002
Marion McCourt⁴ $1,842,811 $70,618 $5,280,150 — $7,193,579

1 Equal to two times the sum of (a) the NEO’s 2018 base salary and (b) the average annual cash incentives paid to the NEO (other than Ms. McCourt) over the prior three years and, in the case of Ms. McCourt (who joined the Company in February 2018), the average annual cash incentive paid over the prior three years to eligible executives in the group of which Ms. McCourt is a member under the change in control severance plan.
2 Equal to the estimated cost of providing each NEO and his dependents medical, dental, vision, disability, and life insurance coverage for 24 months, plus the estimated cost of providing each NEO tax and financial planning advisory services for 24 months.
3 For stock options, equal to the aggregate amount of the differences between the exercise prices of each NEO’s accelerated “in-the-money” stock options and the closing sales price per share of the Company’s common stock on the NASDAQ Global Select Market on December 31, 2018 of $373.50. The amounts also include the value as of December 31, 2018 of unvested restricted stock.
4 We have determined (using the assumptions outlined in footnote 5) that Dr. Yancopoulos and Mr. Van Plew would have been under their applicable “golden parachute” safe harbor limits and not subject to any cutbacks or excise taxes if terminated on December 31, 2018. In accordance with the terms of the change in control severance plan, the total amount for Mr. Landry has been reduced to an amount one dollar less than the amount that would subject him to an excise tax under Section 4999 of the Internal Revenue Code. The total amount for Ms. McCourt has not been “cut back” as she would be in a more favorable net after-tax position without any such reduction.
5 For purposes of these calculations, (i) we used base salaries as of December 31, 2018 and annual cash incentives paid to the NEOs (other than Ms. McCourt) for performance in 2015, 2016, and 2017, respectively, and, in the case of Ms. McCourt (who joined the Company in February 2018), the average annual cash incentive paid over the prior three years to eligible executives in the group of which Ms. McCourt is a member under the change in control severance plan; (ii) we assumed that each NEO received his or her annual cash incentive that was earned in 2018 and paid in 2017 (described in the Summary Compensation Table above); (iii) we took into consideration, for purposes of determining whether each NEO was subject to a reduction under the terms of the change in control severance plan, the fact that each NEO’s stock options vest in full following an involuntary termination without Cause or termination for Good Reason following a change in control (parachute payments for time vesting stock options and restricted stock were valued using Internal Revenue Code Treas. Reg. Section 1.28G-1 Q&A 24(c)); (iv) we assumed a 6.5% annual increase in medical premiums, 3% annual increase in dental and vision premiums, and no increase in disability or life insurance premiums or employer cost of tax and financial planning advisory services for 2018 and 2019; (v) we assumed that the medical insurance benefits received in 2019 and 2020 would be taxable and that the NEOs would be eligible for a tax gross-up for these benefits under the terms of the change in control severance plan; (vi) although the change in control severance plan provides for restrictive covenants, including a one-year covenant prohibiting the solicitation of company employees, no specific value has been ascribed to these covenants; and (vii) although certain payments to the NEOs would be subject to potential delays upon separation of service under Section 409A of the Internal Revenue Code, we did not attempt to determine which, if any, payments would be delayed.

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ADDITIONAL COMPENSATION INFORMATION
ANNUAL CASH INCENTIVE
In 2016, we adopted our Cash Incentive Bonus Plan for purposes of allowing our annual cash incentives to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code and permitting us to deduct cash incentive compensation that might otherwise not be deductible by reason of Section 162(m) (as then in effect). Although the Tax Cuts and Jobs Act eliminated the performance-based compensation exception for compensation paid in 2018 and beyond (as discussed under “Our Compensation Processes — Tax Implications” above), we have continued to use the Cash Incentive Bonus Plan for annual cash incentives for the reasons discussed under “Compensation Discussion and Analysis — Our Compensation Philosophy and Objectives” above. For 2018 annual cash incentives for the NEOs, we set up a cash incentive pool and a R&D-related performance goal consisting of (i) the submission of one or more Investigational New Drug Applications, Biologics License Applications, or supplemental Biologics License Applications with the FDA (or its equivalent outside the United States) or (ii) the approval of any regulatory filing of the type described in clause (i) by the FDA or the applicable regulatory authority outside the United States. The Compensation Committee determined that Regeneron’s performance in 2018 exceeded the established goal, thus enabling the funding of the cash incentive pool. The Compensation Committee then exercised “negative discretion” (as permitted under the Plan) to reduce the annual cash incentive amounts otherwise payable to the NEOs according to the cash incentive pool formula. This negative discretion was exercised based on the Compensation Committee’s analysis of all of the relevant facts and circumstances, including the NEOs respective target cash incentive amounts and individual performance in 2018.
The targets for the 2018 annual cash incentives for the NEOs were set as percentages of their respective base salaries as follows: Dr. Schleifer — 120%; Dr. Yancopoulos — 120%; Mr. Landry — 50%; Mr. Van Plew — 60%; and Ms. McCourt — 50%. In December 2018, the Compensation Committee increased the annual cash incentive targets for Mr. Landry ~~has not been "cut back" as he would be~~and Mr. Van Plew to 65%, commencing in ~~a more favorable net after-tax position without any such reduction. None~~2019. In its decision to approve this increase, the Compensation Committee took into consideration the compensation of ~~the other Named Officers listed in the table above would have been expected to receive severance payments in excess of his applicable "golden parachute" safe harbor amount.~~
5
~~For purposes of these calculations, (i) we used base salaries as of December 31, 2015~~similarly situated executive officers and, ~~annual bonuses paid to the Named Officers (other than Mr. Landry) for performance in 2012, 2013, and 2014, respectively;~~ in the case of Mr. Landry, ~~(who joined~~also his promotion to Executive Vice President.
For 2018, Dr. Schleifer’s target cash compensation was set to remain below the median of the Peer Group. In determining the cash incentive target for Dr. Yancopoulos, the Compensation Committee took into consideration the importance of his scientific leadership as President & CSO and the significant contributions he has made to the success of the Company ~~in September 2013), we averaged~~and, specifically, to the discovery and development of the Company’s commercial products, its pipeline of internally developed product candidates, and its platform technologies. The Compensation Committee determined that there were no meaningful comparative data for Dr. Yancopoulos relating to similarly situated executives and that his ~~2013~~base salary and ~~2014 annual bonus amounts~~cash incentive for 2018 would be set at 85% of $0Dr. Schleifer’s. In determining the cash incentive targets for 2018 for Mr. Landry, Mr. Van Plew, and ~~$405,000, respectively, and~~Ms. McCourt, the Compensation Committee took into ~~account~~consideration the compensation of similarly situated executive officers at companies in the Peer Group.
The cash incentives were determined through the use of both an individual and a Company performance component with a possible range of 0 to 1.5 for the personal performance multiplier and a possible range of 0 to 2.0 for the Company performance multiplier, depending upon performance during the year. Both the personal performance multiplier and the Company performance multiplier were determined by the Compensation Committee for each NEO based on the Committee’s assessment of the Company’s performance relative to the general corporate goals described below and, in the case of each of Mr. Landry, Mr. Van Plew, and Ms. McCourt, the NEO’s personal performance during the year.
The pipeline-related factors that hecontributed most to the Compensation Committee’s determination of the Company performance multiplier (which was set at 1.85 for 2018) are summarized in the subsection “Compensation Discussion and Analysis — Components of Executive Pay: What We Pay and Why We Pay It — Annual Cash Incentive.”

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With respect to 2018, the Compensation Committee approved a personal performance multiplier of 1.5 for each of Mr. Landry, Mr. Van Plew, and Ms. McCourt. The personal performance component accounted for 40% of these NEOs’ cash incentives. The Company component was based on a Company performance multiplier that was determined based on the Company’s overall corporate performance (as described above) against 2018 goals that were approved by the board of directors in January 2018. This Company performance component accounted for 60% of the cash incentives awarded to Mr. Landry, Mr. Van Plew, and Ms. McCourt. In the case of Drs. Schleifer and Yancopoulos, the Compensation Committee focused exclusively on overall Company performance in 2018 (as described above) when determining their cash incentives and did not utilize a personal performance multiplier.
In determining the personal performance multiplier for Mr. Landry, the Compensation Committee gave special consideration to Mr. Landry’s leadership of and accomplishments in the Company’s accounting, finance, and tax functions and across his other responsibilities, including his leadership of the information technology and real estate & facilities management organizations. In the case of Mr. Van Plew, the Compensation Committee focused primarily on Mr. Van Plew’s leadership of and accomplishments in the Company’s Industrial Operations and Product Supply organization, including with respect to expanded manufacturing capacities, preparations for new product launches, successful technology transfer of commercial manufacturing of certain Company products between Regeneron’s Rensselaer, New York and Raheen, Ireland facilities, and successful completion of all regulatory audits in 2018 (including a pre-approval FDA inspection for Libtayo). In the case of Ms. McCourt, the Compensation Committee considered her leadership and performance across the portfolio of the Company’s commercialized products, including the continued growth of the EYLEA franchise, further commercialization of Dupixent, and the launch of Libtayo.

PERQUISITES AND PERSONAL BENEFITS
All employees who participate in our 401(k) Savings Plan, including the NEOs, are eligible to receive certain matching contributions. In each plan year, we contribute to each participant’s account a ~~bonus~~matching contribution (in the form of shares of our common stock) equal to 50% of a specified percentage of the participant’s compensation that the participant has contributed to the plan (which was 8% with respect to 2016, 2017, and 2018 and was increased to 10% with respect to 2019), up to a maximum level established under the Internal Revenue Code. Each of our NEOs participated in ~~respect~~our 401(k) Savings Plan during 2018 and received a matching contribution in the aggregate amount of ~~his performance~~$11,000 ($9,250 in ~~2013; (ii) we assumed that each Named Officer received his annual bonus that~~the case of Mr. Van Plew and Ms. McCourt) in the form of shares of our common stock. The contribution was ~~earned in 2015 and~~ paid in ~~2016 (described~~February 2019 and is included in the compensation amounts reported for each of our NEOs in the Summary Compensation Table included in this proxy statement. As with all employees, the number of shares of common stock that each NEO received was determined using the average market price per share of our common stock during the 401(k) Savings Plan year, which for 2018 was $351.70.
To achieve increased efficiencies and a more secure traveling environment, the Company provides air transportation for certain executive and director travel in accordance with guidelines approved by our board of directors. Based on ~~page 61); (iii) we took into consideration,~~the recommendation of an independent, third-party security study, the guidelines and our security policy require Drs. Schleifer and Yancopoulos (as well as their spouses and children when they accompany them) to use, as much as practicable, Company-provided aircraft for ~~purposes~~all business and personal air travel. Regeneron covers the cost of ~~determining whether~~any such personal air travel for up to $250,000 in incremental cost (as described below) annually for each ~~Named Officer was subject~~of Drs. Schleifer and Yancopoulos. Family members or other guests may accompany our NEOs and directors during Company-provided air business travel, space permitting, so long as they cover any incremental cost related to such guests (other than with respect to the family members of Drs. Schleifer and Yancopoulos as described above). In addition, in limited circumstances personal use of Company-provided air travel by our other NEOs or directors may be permitted if authorized by the Chairman and any incremental cost is paid by the lead passenger. Any required reimbursement or other payment of the incremental cost is made to the extent permitted by applicable Federal Aviation Administration rules.
We determine the incremental cost of any Company-provided personal or guest air travel based on the direct variable operating cost. Items included in the calculation include (as applicable) fuel costs; landing, non-home-base hangar or aircraft parking, and ground handling fees; in-flight catering; travel, lodging, and

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other expenses for flight crew; and other trip-related variable cost, including the use of our fractional jet interests. Because Company-provided air transportation is used primarily for business travel, incremental costs exclude fixed costs that generally do not change based on usage, such as (as applicable) flight crew salaries; aircraft purchase or lease costs; depreciation; insurance costs; certain maintenance fees based on minimum usage; and home-base hangar costs. When the aircraft is already flying to a ~~reduction~~destination for business purposes, only the direct variable costs associated with the guest (for example, catering), if any, are included in determining the aggregate incremental cost to Regeneron. If any aircraft flies empty before picking up or after dropping off a passenger for personal reasons, this “deadhead” segment would be included in the aggregate incremental cost based on the methodology described above. The amount of disallowed corporate tax deductions attributable to Company-provided personal and guest air travel is not included in the NEO incremental cost calculation.
We calculate the incremental costs of the secure car transportation provided by Regeneron as the average fuel cost per mile times total personal use miles plus the contractor rate (if any), salary, taxes, and benefits of drivers attributed to personal use based on the number of personal hours driven. Fixed lease costs and routine maintenance that would have been incurred in any event are not included.
Amounts associated with personal or guest Company-provided air and secure car transportation are imputed as income to the NEOs to the extent required by applicable tax regulations. The NEOs do not receive a tax gross-up from us to cover their personal income tax obligations in respect of any such imputed income.
The amounts disclosed in the “All other compensation” column of the Summary Compensation Table relating to personal and guest use of Company-provided air and secure car transportation in accordance with our security policy attributable to Drs. Schleifer and Yancopoulos are based on the incremental cost resulting from such transportation as described above.
The Corporate Governance and Compliance Committee monitors business and any personal or guest Company-provided air travel on a periodic basis.
In 2018, we paid filing fees of $280,000 and $125,000 relating to the Hart-Scott-Rodino (“HSR”) filings for Drs. Schleifer and Yancopoulos, respectively, as well as tax reimbursements of $268,697 and $119,954 to Drs. Schleifer and Yancopoulos, respectively, to cover their imputed income associated with the filing fee payments. Each filing and the associated filing fee were triggered under the ~~terms~~HSR regulations as a result of their respective then-current and anticipated future total holdings of Regeneron stock exceeding specified thresholds. The Compensation Committee determined it appropriate to pay these amounts because the HSR filing obligations resulted from equity awards granted to Drs. Schleifer and Yancopoulos under the Company’s compensation program and the price appreciation in Regeneron stock acquired by Drs. Schleifer and Yancopoulos over a period of time during which they made substantial contributions toward such appreciation. The Compensation Committee also recognized that Regeneron had required Drs. Schleifer and Yancopoulos (as well as other senior executives) to hold Regeneron stock under the Company’s stock ownership guidelines and encouraged alignment of their interests with those of Regeneron’s shareholders through share ownership.
Additional information regarding perquisites and other personal benefits provided to our NEOs in, or with respect to, 2018 is given in the applicable footnotes to the Summary Compensation Table included in this proxy statement.

POTENTIAL SEVERANCE PAYMENTS
Except for Dr. Vagelos, outstanding stock option award agreements for all employees, as well as outstanding restricted stock award agreements, include a “double trigger” provision for the acceleration of vesting of unvested stock options or restricted stock upon a termination by the Company without cause or by the employee for good reason within two years following a change in control. Dr. Vagelos’s stock option awards contain change-of-control provisions consistent with those of non-employee director stock option awards, as described under “Corporate Governance — Compensation of Directors” above.

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Our CEO has an employment agreement that provides for certain severance benefits following termination, including following death or disability, resignation following defined “good reason” events, or termination in connection with a change in control. The other NEOs are covered by a change in control severance plan, which provides certain benefits to them and other designated officers if they are terminated in connection with a change in control. In addition, in the ~~fact~~case of our CSO, stock option and restricted stock award agreements applicable to his awards granted since December 2015 provide that ~~each Named Officer's stock options vest following an involuntary termination without Cause~~he would have a “good reason” for terminating his employment with Regeneron upon or ~~termination for Good Reason following~~within two years after the occurrence of a change in control ~~(parachute~~if the employment of our CEO has ended due to our CEO’s involuntary termination (as defined in the CEO’s employment agreement). Information regarding applicable payments ~~for time vesting stock options~~under this employment agreement and restricted stock were valued using Internal Revenue Code Treas. Reg. Section 1.28G-1 Q&A 24(c)); (iv) we assumed an 8% annual increase in medical premiums, 5% annual increase in dental premiums, 4% increase in vision premiums, and no increase in disability or life insurance premiums or employer cost of tax and financial planning advisory services for 2016 and 2017; (v) we assumed that the medical insurance benefits received in 2016 and 2017 would be taxable and that the Named Officers would be eligible for a tax gross-up for these benefits under the terms of the change in control severance plan; (vi) although the change in control severance plan ~~provides~~is provided in the subsection “2018 Compensation Tables — Post-Employment Compensation.”
Our NEOs will forfeit any unvested time-based stock options or restricted stock upon the termination of their employment for ~~restrictive covenants, including~~any reason (including disability or retirement) other than death, except as provided in our employment agreement with our CEO, in our change in control severance plan, and in certain stock option agreements with our CSO. In the event of the death of an employee, any unvested stock options held by such employee become immediately exercisable, and any shares of restricted stock will become fully vested. For information regarding the value of accelerated stock options and shares of restricted stock held by our CEO and other NEOs as of December 31, 2018, see the subsection “2018 Compensation Tables — Post-Employment Compensation” under “Value of Accelerated Stock Options” in the table entitled “Potential Severance Payments under Dr. Schleifer’s Employment Agreement” (for our CEO) and under “Value of Accelerated Stock Options/Restricted Stock” in the table entitled “Potential Payments under Change in Control Severance Plan” (for other NEOs).
When employees (other than our CEO and, with respect to 2018 stock option awards, our CSO and Dr. Vagelos) retire, they forfeit all unvested time-based stock options and restricted stock. An employee considered “retirement eligible” upon separation under our employee policies as in effect from time to time has the remaining life of the 10-year stock option term to exercise stock options that are vested as of the date of his or her retirement. In addition, the stock option agreements with our CSO and Dr. Vagelos relating to their 2018 stock option awards provide that their respective stock option awards will continue to vest so long as they are “retirement eligible” upon separation.
The severance benefits provided to our NEOs are designed to promote stability and continuity of our senior management and are intended to preserve employee morale and productivity and encourage retention in the face of the disruptive impact of an actual, threatened, or rumored change in control of the Company. The severance benefits were established following a ~~one-year covenant prohibiting~~review of comparable practices at the ~~solicitation~~Company’s peer companies and with the advice of ~~company~~the Compensation Committee’s consultant.
We have no pension, deferred compensation, or retirement plans for U.S.-based employees, ~~no specific value has been ascribed~~other than our 401(k) Savings Plan described above.

PAY RATIO
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to disclose the median of the annual total compensation of our employees (excluding our principal executive officer), the annual total compensation of our principal executive officer, Dr. Schleifer, and the ratio of these ~~covenants; and (vii) although certain payments~~two amounts.
We have determined the total compensation of our median employee (based on the 2018 annual total compensation of our employees, excluding Dr. Schleifer) to be $134,115. The total 2018 compensation of Dr. Schleifer, as reported in the Summary Compensation Table above, was $26,520,555. Accordingly, the ratio of the 2018 annual total compensation of Dr. Schleifer to the ~~Named Officers would be subject to potential delays upon separation of service under Section 409A~~median of the ~~Internal Revenue Code,~~2018 annual total compensation of our employees was approximately 198 to 1.
Consistent with our process for identifying the median employee for 2017, for 2018 we ~~did not attempt to determine which, if~~identified the median employee as of December 31, 2018 by (i) aggregating for each applicable employee (a) annual base salary for salaried employees (or wages plus overtime, based on annual work schedule, for permanent hourly employees), (b) the annual cash incentive, and (c) the grant date fair value of any ~~payments would be delayed.~~
69
~~Executive Compensation~~equity awards granted

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~~Additional Equity Compensation Information~~
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during 2018, and (ii) ranking this compensation measure from lowest to highest. This calculation was performed for all employees, excluding Dr. Schleifer, whether employed on a full-time, part-time, or seasonal basis. For purposes of identifying the median employee, we converted amounts paid in foreign currencies to U.S. dollars based on the applicable 2018 average exchange rate.
We believe that the pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

EQUITY COMPENSATION INFORMATION
Corporate Governance Aspects of the Amended & Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan
The Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan (referred to in this subsection as the ~~"Plan"~~“Plan”) is the only plan currently used by the Company to grant equity awards. ~~It has been~~The Plan was designed to ~~include a number of provisions that~~ promote best practices by reinforcing the alignment
between equity compensation arrangements for ~~eligible~~ employees and non-employee directors onand the ~~one hand, and shareholders'~~ interests ~~on the other hand. These~~of shareholders. The provisions that promote such best practices include:

Provision

Description

No Discounted Stock Options orStock Appreciation Rights Stock options and stock appreciation rights are not granted with anexercise or base price less than the fair market value of common stock(as defined in the Plan) on the date of grant.
No Stock Option or StockAppreciation Right Re-pricingor Exchange Except for equitable adjustments in connection with specific corporatetransactions (such as stock splits, recapitalizations, reorganizations,mergers, consolidations, and similar transactions), the Plan does notpermit a decrease in the exercise price or base price of a stock optionor stock appreciation right granted under the Plan through settlement,cancellation, forfeiture, exchange, surrender, or otherwise below the fairmarket value of common stock (as defined in the Plan) on the date of grant.
~~No Stock Option Re-pricing or Exchange~~ Except for equitable adjustments in connection with specific corporate transactions (such as stock splits, recapitalizations, reorganizations, mergers, consolidations, and similar transactions), the Plan does not permit a decrease in the exercise price of a stock option granted under the Plan through settlement, cancellation, forfeiture, exchange, surrender, or otherwise below the fair market value of common stock (as defined in the Plan) on the date of grant.
~~Minimum Vesting Requirements~~ If the vesting condition for any equity award (other than an option or a stock appreciation right) made to an employee is based solely upon continued employment, the regular vesting may not be more favorable to the employee than in equal annual increments over 36 months.
If the vesting condition for any equity award (other than an option or a stock appreciation right) made to an employee is based upon the attainment of specified performance measures, the regular performance vesting period may not be less than one year.
The Compensation Committee's discretion to deviate from the minimum vesting requirements described above is limited to accelerated vesting upon a change of control or upon a termination of the employee's employment and with respect to grants not in excess of 1,000,000 shares in the aggregate under the Plan.
Recoupment (Clawback) Policy Awards granted to our officers and other ~~specified~~ employees under the Plan aresubject to recoupment or reduction in accordance with the terms of ~~our policy~~ourpolicy regarding recoupment or reduction of incentive ~~compensation.~~compensation(sometimes referred to as our “clawback policy”).
Independent Administration The Plan is administered by the Compensation Committee, whichis intended to be comprised solely of non-employee directors ~~each of~~eachof whom meets the additional independence criteria applicable ~~to compensation~~tocompensation committee members under the listing standards of ~~The NASDAQ~~TheNASDAQ Stock Market LLC, qualifies as a ~~"Non-Employee Director"~~ “Non-Employee Director”pursuant to Rule 16b-3 under the Exchange Act, and meets ~~the requirements~~therequirements for an ~~"outside director"~~“outside director” within the meaning of ~~Section 162(m)~~Section162(m) of the Internal Revenue Code.
No ~~"Evergreen"~~“Evergreen” Provision The Plan does not contain an ~~"evergreen"~~“evergreen” feature pursuant to whichthe shares authorized for issuance thereunder can be ~~automatically replenished.~~automaticallyreplenished.
No Tax Gross-ups The Plan does not provide for any tax gross-ups.

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~~Executive Compensation~~
Key Equity Metrics
The following table summarizes some key metrics relating to the equity component of our compensation program, taking into account an increase of 72% in the number of our employees from 2016 to 2018 and our continued commitment to our all-employee equity award strategy.
Provision 2018 (%) 2017 (%) 2016 (%)
Burn Rate¹ 5.20 4.13 4.05
Overhang² 29.77 31.44 24.47
Dilution³ 20.94 19.66 19.58
1 Calculated by dividing the number of shares subject to equity awards (stock options, restricted stock, and restricted stock units) granted during the year by the basic weighted-average number of shares of common stock and Class A stock outstanding during the year. Commencing in 2018, a multiplier of 2.5 is applied to awards of restricted stock and restricted stock units. For comparison purposes, the previously reported 2016 and 2017 burn rates have been adjusted in this table using the same multiplier.
2 Calculated by dividing (a) the sum of (i) the number of shares subject to equity awards (stock options and unvested restricted stock) outstanding at the end of the year and (ii) the number of shares available for future grants at the end of the year, by (b) the sum of (i) the number of shares of common stock and Class A stock outstanding at the end of the year and (ii) the shares subject to equity awards outstanding at the end of the year.
3 Calculated by dividing the number of shares subject to equity awards (stock options and unvested restricted stock) outstanding at the end of the year by the sum of (i) the number of shares of common stock and Class A stock outstanding at the end of the year and (ii) the shares subject to equity awards outstanding at the end of the year.
Equity Compensation Plan Information
The following table shows information with respect to securities authorized for issuance under the equity compensation plans maintained by the Company as of December 31, ~~2015.~~2018.
A B C
Weighted-average Number of securities remaining
Number of securities to be issued upon exercise price of available for future issuance under
exercise of outstanding options, warrants, outstanding options, equity compensation plans (excluding
Plan Category and rights warrants, and rights securities reflected in column (a))
Equity compensation plansapproved by security holders¹ 28,299,546³
shares of common stock $319.28⁽⁴⁾ 12,115,845
shares of common stock⁵
Equity compensation plans notapproved by security holders² — $ — 44,246
shares of Class A stock
Total 28,299,546
shares of common stock $319.28 12,160,091
shares of common stockand Class A stock
1 The equity compensation plans approved by the security holders are the Regeneron Pharmaceuticals, Inc. Second Amended and Restated 2000 Long-Term Incentive Plan; the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan; and the Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan. The Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan is the only plan currently used by the Company to grant equity awards.
2 The equity compensation plan not approved by the security holders is the Executive Stock Purchase Plan. It was adopted in 1989 and provides for the Compensation Committee of the board of directors to award employees, directors, consultants, and other individuals who render service to the Company the right to purchase Class A stock at a price set by the Compensation Committee. The Plan provides for the vesting of shares as determined by the Compensation Committee; should the Company’s relationship with a Plan participant terminate before all shares are vested, unvested shares will be repurchased by the Company at a price per share equal to the original amount paid by the Plan participant. As of December 31, 2018, there were no unvested shares and 44,246 shares of Class A stock available for future grants under the Plan.
3 This amount includes (i) 28,279,696 shares to be issued upon exercise of outstanding options and (ii) 19,850 shares to be issued upon vesting of restricted stock units.
4 The calculation of the weighted-average exercise price does not include the 19,850 shares to be issued upon vesting of restricted stock units, which do not have an exercise price.
5 This amount is net of 452,780 outstanding shares of restricted stock. As these shares are considered issued and outstanding upon grant, they are not included in the amounts reported in column (a).

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Plan Category

(a)

Number of securities
to be issued upon
exercise of
outstanding options,
warrants, and rights

(b)

Weighted-average
exercise price of
outstanding options,
warrants, and rights

(c)
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding securities
reflected in column (a))

Equity compensation plans approved by security holders¹

23,165,769 shares of
common stock

$
236.75

9,711,439 shares of
common stock³
Equity compensation plans not approved by security holders²
– $ – 44,246 shares of
Class A stock

Total
23,165,769 shares of
common stock
$ 236.75 9,755,685 shares of
common stock
and Class A stock

1
The equity compensation plans approved by the security holders are the Regeneron Pharmaceuticals, Inc. Second Amended and Restated 2000 Long-Term Incentive Plan and the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan. The Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan is the only plan currently used by the Company to grant equity awards.
2
The equity compensation plan not approved by the security holders is the Executive Stock Purchase Plan. It was adopted in 1989 and provides for the Compensation Committee of the board of directors to award employees, directors, consultants, and other individuals who render service to the Company the right to
purchase Class A stock at a price set by the Compensation Committee. The Plan provides for the vesting of shares as determined by the Compensation Committee; should the Company's relationship with a Plan participant terminate before all shares are vested, unvested shares will be repurchased by the Company at a price per share equal to the original amount paid by the Plan participant. As of December 31, 2015, there were no unvested shares and 44,246 shares of Class A stock available for future grants under the Plan.
3
~~Gives effect to 541,700 outstanding shares of restricted stock. As these shares are considered issued and outstanding upon grant, they are not included in the amounts reported in column (a).~~
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~~Executive Compensation~~
~~Table of Contents~~
OTHER MATTERS
~~Other Matters~~

When are shareholder proposals due for the ~~2017~~2020 Annual Meeting of Shareholders?
A shareholder wishing to present a proposal at the ~~2017~~2020 Annual Meeting of Shareholders must submit the proposal in writing and it must be received by the Company at its principal executive offices at 777 Old Saw Mill River Road, Tarrytown, New York 10591-6707 by December ~~28, 2016,~~27, 2019, and must satisfy the other conditions established by the SEC, in order for such proposal to be considered for inclusion in the ~~Company's~~Company’s proxy statement and form of proxy relating to that meeting.
Under our ~~by-laws,~~Amended and Restated By-Laws, proposals of shareholders intended to be submitted for a formal vote (other than proposals to be included in our proxy statement) at the ~~2017~~2020 Annual Meeting may be made only by a shareholder of record who has given notice of the proposal to the Secretary of the Company at our principal executive offices no earlier than 90 days and no later than 60 days prior to the meeting; provided that if less than 70 ~~days'~~days’ notice or public disclosure of the date of the ~~2017~~2020 Annual Meeting is given or made to shareholders, notice by the shareholder in order to be timely must be received no later than the close of business on the tenth day following the day on which such notice of the annual meeting was first mailed or such public disclosure of the annual meeting was made, whichever first occurs. The notice must contain certain information as specified in our ~~by-laws.~~Amended and Restated By-Laws. Assuming our ~~2017~~2020 Annual Meeting is held on June ~~9, 2017~~12, 2020 in accordance with the ~~Company's~~Company’s past practice, and at least 70 ~~days'~~days’ notice or prior public disclosure of the date of the ~~2017~~2020 Annual Meeting is given or made to shareholders, notice of such proposals would need to be given no earlier than March ~~11, 2017~~14, 2020 and no later than April ~~10, 2017.~~13, 2020. Any proposal received outside of such dates will not be considered ~~"timely"~~“timely” under the federal proxy rules for purposes of determining whether we may use discretionary authority to vote on such proposal.

What happens if multiple shareholders share an address?
Applicable rules permit brokerage firms and the Company to send one Notice of Internet Availability of Proxy Materials (or one annual report, proxy statement, and Notice of Internet Availability of Proxy Materials in the case of shareholders who have elected to receive paper copies of our proxy materials) to multiple shareholders who share the same address under certain circumstances. This practice is known as ~~"householding."~~“householding.” We believe that householding will provide greater convenience for our shareholders, as well as cost savings for us, by reducing the number of duplicate documents that are sent to your home. Consequently, we have implemented the practice of householding for shares held in ~~"street name"~~“street name” and intend to deliver only one copy of the applicable proxy materials to
multiple shareholders sharing the same address. If you wish to receive separate copies of the proxy statement for the ~~2016~~2019 Annual Meeting, the ~~2015~~2018 Annual Report, or the Notice of Internet Availability of Proxy Materials, you may find these materials at our internet website (www.regeneron.com) or you may stop householding for your account and receive separate printed copies of these materials by contacting our Investor Relations Department, at Regeneron Pharmaceuticals, Inc., 777 Old Saw Mill River Road, Tarrytown, New York 10591-6707, or by calling us at 914-847-7000, and these materials will be promptly delivered to you. If you hold shares registered in your name (sometimes called a shareholder of record), you can elect householding for your account by contacting us in the same manner described above. Any shareholder may stop householding for your account by contacting our Investor Relations Department at the address and/or phone number included above. If you revoke your consent, you will be removed from the householding program within 30 days of receipt of your revocation and each shareholder at your address will receive individual copies of our disclosure documents.

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OTHER MATTERS
Are there any other matters to be addressed at the Annual Meeting?
We know of no other matters to be brought before the Annual Meeting, except as set forth in this proxy statement. If any other matter is properly presented at the Annual Meeting upon which a vote may properly be taken, shares represented by duly executed and timely submitted proxies will be voted on any such matter in accordance with the judgment of the persons named as proxies in the enclosed proxy card. Discretionary authority for them to do so is contained in the enclosed proxy card.
~~Who will pay the costs related to this proxy statement and the Annual Meeting?~~
The solicitation of proxies is being made on behalf of the Company and we will bear the costs of the solicitation. We will be responsible for paying for all expenses to prepare, print, and mail the proxy materials to shareholders. In accordance with the regulations of the SEC, we will make arrangements with brokerage houses and other custodians, nominees, and fiduciaries to send proxies and proxy materials to their principals and will reimburse them for their reasonable expenses in so doing. In addition to the solicitation by use of the mails and the Internet, certain of our officers, directors, and employees may solicit the return of proxies by telephone, e-mail or personal interviews.

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~~Other Matters~~
~~Table of Contents~~
How can you receive a printed copy of the ~~Company's 2015~~Company’s 2018 Annual Report?
Interested shareholders may obtain without charge a copy of our ~~2015~~2018 Annual Report (without exhibits), which includes our audited financial statements for the fiscal year ended December 31, ~~2015,~~2018, required to be filed with the SEC, by making a written request to Regeneron Pharmaceuticals, Inc., 777 Old Saw Mill River Road, Tarrytown, New York 10591-6707, Attention: Investor Relations, or by calling our Investor Relations Department at (914) 847-7000.

How do you elect to receive future proxy materials electronically?
If you previously requested to receive proxy materials through the mail, or by means of an e-mail with links to the proxy materials and the proxy voting website, your election will remain in effect until you revoke it. Shareholders currently receiving paper copies of our proxy materials, and shareholders who received a paper copy of the Notice of Internet
Availability of Proxy Materials, may instead elect to receive all future proxy materials electronically through an e-mail with a link to these documents on the Internet. Receiving these documents online conserves resources, saves the Company the cost of producing and mailing documents to your home or business, and gives you an automatic link to the proxy voting site.
If your shares are registered in your name or you hold shares in the Company Stock Fund in the ~~Company's~~Company’s 401(k) Savings Plan, to enroll in the electronic delivery service, vote your shares through the Internet atwww.proxyvote.com and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years. If your shares are not registered in your name, to enroll in the electronic delivery service, check the information provided to you by your bank or broker, or contact your bank or broker for instructions on how to elect to view future proxy statements and annual reports over the Internet.

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73
 ~~Other Matters~~
APPENDIX A
~~Table of Contents~~
~~Appendix A~~
Note Regarding Forward-Looking Statements ~~andNon-GAAP~~and Non-GAAP Financial Measures

This proxy statement includes forward-looking statements that involve risks and uncertainties relating to future events and the future performance of Regeneron Pharmaceuticals, Inc. ~~("we," "us," "our," "Regeneron,"~~(where applicable, together with its subsidiaries, “Regeneron” or the ~~"Company"~~“Company”), and actual events or results may differ materially from these forward-looking statements. Words such as ~~"anticipate," "expect," "intend," "plan," "believe," "seek," "estimate,"~~“anticipate,” “expect,” “intend,” “plan,” “believe,” “seek,” “estimate,” variations of such words, and similar expressions are intended to identify such forward-looking statements, although not all forward-looking statements contain these identifying words. These statements concern, and these risks and uncertainties include, among others, the nature, timing, and possible success and therapeutic applications of ~~our~~Regeneron’s products, product candidates, and research and clinical programs now underway or planned, including without limitation ~~EYLEA®~~ EYLEA^®(aflibercept) Injection, ~~Praluent®~~ Dupixent^®(dupilumab) Injection, Praluent^®(alirocumab) Injection, ~~sarilumab, dupilumab,~~Kevzara^®(sarilumab) Injection, Libtayo^®(cemiplimab) Injection, fasinumab, ~~REGN 2222,~~ and evinacumab; the ~~immuno-oncology program;~~likelihood and timing of achieving any of Regeneron’s anticipated clinical development milestones; unforeseen safety issues resulting from the administration of products and product candidates in patients, including serious complications or side effects in connection with the use of ~~our~~Regeneron’s product candidates in clinical trials; the likelihood and timing of possible regulatory approval and commercial launch of ~~our~~Regeneron’s late-stage product candidates and new indications for marketed products, including without limitation ~~EYLEA®, Praluent®, sarilumab, dupilumab,~~EYLEA, Dupixent, Praluent, Kevzara, Libtayo, fasinumab, and ~~REGN 2222;~~evinacumab; the extent to which the results from the research and development programs conducted by Regeneron or its collaborators may be replicated in other studies and lead to therapeutic applications; ongoing regulatory obligations and oversight impacting ~~our~~Regeneron’s marketed products (such as ~~EYLEA®~~EYLEA, Dupixent, Praluent, Kevzara, and ~~Praluent®)~~Libtayo), research and clinical programs, and business, including those relating to patient privacy; determinations by regulatory and administrative governmental authorities which may delay or restrict ~~our~~Regeneron’s ability to continue to develop or commercialize ~~our~~Regeneron’s products and product candidates; competing drugs and product candidates that may be superior to ~~our~~Regeneron’s products and product candidates; uncertainty of market acceptance and commercial success of ~~our~~Regeneron’s products and product candidates; ~~our~~the ability of Regeneron to manufacture and manage supply chains for multiple products and product candidates; the ability of Regeneron’s collaborators, suppliers, or other third parties (as applicable) to perform manufacturing, filling, finishing, packaging, labeling, distribution, and other steps related to Regeneron’s products and product candidates; coverage and reimbursement determinations by third-party payers, including Medicare and Medicaid; unanticipated expenses; the costs of developing, producing, and selling products; ~~our~~the ability of Regeneron to meet any of its ~~sales or other~~ financial projections or guidance, and changes to the assumptions underlying those projections or guidance; the potential for any license or collaboration agreement, including ~~our~~Regeneron’s agreements with Sanofi, Bayer, and ~~Bayer HealthCare LLC,~~Teva Pharmaceutical Industries Ltd. (or their respective affiliated companies, as applicable), to be cancelled or terminated without any further product success; and risks associated with ~~third party~~ intellectual property of others and
pending or future litigation relating ~~thereto.~~thereto, including without limitation the patent litigation and other related proceedings relating to EYLEA, Dupixent, and Praluent, the ultimate outcome of any such proceedings, and the impact any of the foregoing may have on Regeneron’s business, prospects, operating results, and financial condition. A more complete description of these and other material risks can be found in ~~our~~Regeneron’s filings with the U.S. Securities and Exchange Commission, including ~~our Annual Report on~~its Form 10-K for the fiscal year ended December 31, ~~2015 (filed with the Securities and Exchange Commission on February 11, 2016),~~2018, including in the section thereof captioned ~~"Item~~“Item 1A. Risk Factors."” Any forward-looking statements are made based on ~~management's~~management’s current beliefs and judgment, and the reader is cautioned not to rely on any forward-looking statements made by Regeneron. ~~We do~~Regeneron does not undertake any obligation to update publicly any forward-looking statement, ~~including without limitation any financial projection or guidance,~~ whether as a result of new information, future events, or otherwise.
This proxy statement uses non-GAAP net income and non-GAAP net income per share, which ~~is a~~are financial ~~measure~~measures that isare not calculated in accordance with U.S. Generally Accepted Accounting Principles ~~("GAAP"~~(“GAAP”). ~~We believe~~These non-GAAP financial measures are computed by excluding certain non-cash and other items from the related GAAP financial measure. Non-GAAP adjustments also include the estimated income tax effect of reconciling items. The Company makes such adjustments for items the Company does not view as useful in evaluating its operating performance. For example, adjustments may be made for items that ~~the presentation of this non-GAAP measure is useful to investors because it excludes (i) non-cash share-based compensation expense, which fluctuates~~fluctuate from period to period based on factors that are not within the ~~Company's~~Company’s control ~~such~~(such as the ~~Company's~~Company’s stock price on the
94   /    2019 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING
OTHER MATTERS   /   APPENDIX A
dates share-based grants are issued; (ii) the incremental charge recorded in the third quarter of 2014 related to the issuance of the final IRS regulations that provide guidance on the annual fee imposed by the Patient Protection and Affordable Care Act (the final IRS regulations differed from the temporary regulations issued in 2011 which resulted in the recognition of a catch-up adjustment); (iii) non-cash interest expense related to the Company's convertible senior notes, since this is not deemed useful in evaluating the Company's operating performance; (iv) loss on extinguishment of debt, since this non-cash charge is based on factorsissued) or items that are not ~~within the Company's control;~~associated with normal, recurring operations (such as changes in applicable laws and (v) income tax expense for 2014, which was principally a non-cash expense due primarily to utilization of net operating loss and tax credit carryforwards, and deductions related to employee stock option exercises. In 2015, income tax expense adjustments consider the tax effect of reconciling items and an adjustment from GAAP tax expense to the amount of taxes that are paid or payable in cash in respect of the current period. As there is a significant difference between the Company's effective tax rate and actual cash income taxes paid or payable, GAAP income tax expense is not deemed useful in evaluating the Company's operating performance.regulations). Management uses these non-GAAP measures for planning, budgeting, forecasting, assessing historical performance, and making financial
~~A-1~~
 ~~Appendix A Note Regarding Forward-Looking Statements and Non-GAAP Financial Measures~~
~~Table of Contents~~
and operational decisions, and also provides forecasts to investors on this basis. Additionally, such non-GAAP measures provide investors with an enhanced understanding of the financial performance of the Company’s core business operations. However, there are limitations in the use of these and other non-GAAP financial measures as they exclude certain expenses that are recurring in nature. Furthermore, the ~~Company's~~Company’s non-GAAP financial measures may not be comparable with non-GAAP information provided by other
companies. Any non-GAAP financial measure presented by Regeneron should be considered supplemental to, and not a substitute for, measures of financial performance prepared in accordance with GAAP. A reconciliation of ~~our~~the Company’s historical GAAP to non-GAAP results is included below.
Reconciliation of GAAP Net Income to Non-GAAP Net Income
(Unaudited)
(~~In thousands)~~in millions, except per share data)
Year Ended December 31,
2018 2017
GAAP Net Income $2,444.4 $1,198.5
Adjustments:
R&D: Non-cash share-based compensation expense 229.0 271.9
R&D: Up-front payments related to license and collaboration agreements — 25.0
SG&A: Non-cash share-based compensation expense 169.2 208.4
SG&A: Litigation contingencies 30.0 —
COGS and COCM: Non-cash share-based compensation expense 29.2 27.0
Other income/expense: Loss on extinguishment of debt — 30.1
Other income/expense: Gains and losses on investments in equity securities¹ 41.9 —
Income tax effect of reconciling items above (92.1 ) (186.0 )
Income tax (benefit) expense: Impact of sale of assets between foreign subsidiaries (162.1 ) —
Income tax (benefit) expense: (Adjustment) charge related to enactment of U.S. Tax Reform Act (68.0 ) 326.2
Non-GAAP net income $2,621.5 $1,901.1
Non-GAAP net income per share—basic $24.30 $17.88
Non-GAAP net income per share—diluted $22.84 $16.32
Shares used in calculating:
Non-GAAP net income per share—basic 107.9 106.3
Non-GAAP net income per share—diluted 114.8 116.5

1 Prior to the quarter ended March 31, 2018, unrealized gains and losses on equity securities were recorded in Other comprehensive income (loss). In connection with the adoption of Accounting Standards Update 2016-01, unrealized gains and losses on equity securities during the year ended December 31, 2018 were recorded in Other income (expense), net.
2019 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING    /   95

Year ended
December 31,

2015

2014*
GAAP net income
$ 636,056 $ 338,126
Adjustments:

R&D: Non-cash share-based compensation expense
255,708 184,347
SG&A: Non-cash share-based compensation expense
193,026 134,715
SG&A: Branded Prescription Drug Fee incremental charge
— 40,600
COGS and COCM: Non-cash share-based compensation expense
10,315 2,688
Interest expense: Non-cash interest related to convertible senior notes
2,818 17,821
Other expense: Loss on extinguishment of debt
18,861 33,469
Non-cash income taxes
287,110 423,109

Non-GAAP net income
$ 1,403,894 $ 1,174,875

*
Certain revisions have been made to the amounts originally reported for the year ended December 31, 2014 (see Note 1 to the Company's audited financial statements for the fiscal year ended December 31, 2015 included in its Annual Report on Form 10-K for the year ended December 31, 2015).
~~A-2~~
~~Appendix A Note Regarding Forward-Looking Statements and Non-GAAP Financial Measures~~
~~REGENERON 777 OLD SAW MILL RIVER ROAD TARRYTOWN, NY 10591-6707~~
~~REGENERON 777 OLD SAW MILL RIVER ROAD TARRYTOWN, NY 10591-6707~~

2019 PROXY STATEMENT AND NOTICE OF ANNUAL SHAREHOLDER MEETING

REGENERON PHARMACEUTICALS, INC.
777 OLD SAW MILL RIVER ROAD
TARRYTOWN, NY 10591-6707
ATTN: CORPORATE SECRETARY
If you would like to reduce the costs incurred by our company in mailing proxy 1234567 VOTE BY MAIL 123,456,789,012.12345 TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees For 0 0 0 For 0 Against 0 0 0 Against 0 Abstain 0 0 0 Abstain 0 01 Michael S. Brown 02 Leonard S. Schleifer 03 George D. Yancopoulos The Board of Directors recommends you vote FOR the following proposal: 2 Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2016. NOTE: In their discretion, the named proxies may vote on such other matters as may properly come before the meeting and any adjournment(s) or postponement(s) thereof. John Sample attorney, executor, administrator, or other fiduciary, please give full ANY CITY, ON A1A 1A1 partnership name, by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 02 0000000000 1 OF 1 1 2 0000282794_1 R1.0.1.25 Please sign exactly as your name(s) appear(s) hereon. When signing as title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 1234 ANYWHERE STREET SHARES CUSIP # JOB #SEQUENCE # VOTE BY INTERNET -www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 ~~P.M.~~p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 ~~John Sample 23456 7P.M.~~p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. ~~1234567~~
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. NAME THE COMPANY NAME INC. - COMMON THE COMPANY NAME INC. - CLASS A THE COMPANY NAME INC. - CLASS B THE COMPANY NAME INC. - CLASS C THE COMPANY NAME INC. - CLASS D THE COMPANY NAME INC. - CLASS E THE COMPANY NAME INC. - CLASS F THE COMPANY NAME INC. - 401 K CONTROL # SHARES 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 x PAGE 1 OF 2 REGENERON PHARMACEUTICALS, INC. 777 OLD SAW MILL RIVER ROAD TARRYTOWN, NY 10591-6707 Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 8 8 8 1 1234 ANYWHERE STREET ANY CITY, ON A1A 1A1 234567 234567 234567 234567

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E77442-P18686-Z74321 KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
REGENERON PHARMACEUTICALS, INC.
The Board of Directors recommends you vote FOR the following proposals:
1. Election of Directors For Against Abstain
Nominees:
1a. Bonnie L. Bassler, Ph.D. o o o
1b. Michael S. Brown, M.D. o o o
1c. Leonard S. Schleifer, M.D., Ph.D. o o o
1d. George D. Yancopoulos, M.D., Ph.D. o o o
For Against Abstain
2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. o o o
NOTE:Such other business as may properly come before the meeting or any adjournment thereof.
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice &and Proxy Statement and Annual Report ~~is/~~ are available at ~~www.proxyvote.com~~ www.proxyvote.com.
E77443-P18686-Z74321
REGENERON PHARMACEUTICALS, INC.
Annual Meeting of Shareholders
June ~~10, 2016~~14, 2019 10:30 AM
This proxy is solicited by the Board of Directors
The undersigned hereby ~~appoints~~appoint(s) Leonard S. Schleifer, M.D., Ph.D. and Joseph J. LaRosa, and each of them individually, as lawful proxies, each with full power of substitution, to represent the undersigned, with all powers that the undersigned would possess if personally present, and to vote, as indicated on the reverse side of this card, all of the shares of Common Stock and Class A Stock of ~~Regeneron Pharmaceuticals, Inc.~~REGENERON PHARMACEUTICALS, INC. that the undersigned would be entitled to vote if personally present at the Annual Meeting of Shareholders of the Company to be held on June ~~10, 2016~~14, 2019 or at any adjourned or postponed session thereof. This proxy revokes all prior proxies given by the undersigned.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING AND AT ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF IN ACCORDANCE WITH THE ~~SHAREHOLDER'S~~SHAREHOLDER’S SPECIFICATIONS ABOVE. IF YOU SIGN AND RETURN YOUR PROXY CARD IN A TIMELY MANNER, BUT DO NOT INDICATE HOW THESE SHARES ARE TO BE VOTED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED ABOVE AS DIRECTORS AND FOR PROPOSAL 2. THIS PROXY ALSO CONFERS DISCRETIONARY AUTHORITY WITH RESPECT TO MATTERS NOT KNOWN OR DETERMINED AT THE TIME OF THE MAILING OF THE NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS TO THE UNDERSIGNED.
Continued and to be signed on reverse side ~~0000282794_2 R1.0.1.25~~


~~Filed by the Registrant~~ý
~~Filed by a Party other than the Registrant~~o
~~Check the appropriate box:~~
o		Preliminary Proxy Statement
o
o	Soliciting Material ~~under~~Under Rule 14a-12
o
o	Confidential, ~~for~~For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ýx		Definitive Proxy Statement
o		Definitive Additional Materials


Name (a)	Fees earned or paid in cash ($) (b)	Stock awards ($) (c)	Option awards ($) 1,2 (d)	Non-equity incentive plan compensation ($) (e)	Change in pension value and non-qualified deferred compensation earnings (f)	All other compensation ($) (g)		Total ($) (h)
Charles A. Baker	75,000	–	1,986,604	–	–	–		2,061,604
Michael S. Brown, M.D.	75,000	–	1,986,604	–	–	5,000	3	2,066,604
Alfred G. Gilman, M.D., Ph.D.4	75,000	–	1,986,604	–	–	–		2,061,604
Joseph L. Goldstein, M.D.	75,000	–	1,986,604	–	–	–		2,061,604
Robert A. Ingram5	65,000		1,986,604	–	–	–		2,051,604
Christine A. Poon	75,000	–	1,986,604	–	–	–		2,061,604
Arthur F. Ryan	75,000	–	1,986,604	–	–	2,500	3	2,064,104
George L. Sing	80,000	–	1,986,604	–	–	5,000	3	2,071,604
Marc Tessier-Lavigne, Ph.D.	75,000	–	1,986,604	–	–	–		2,061,604
P. Roy Vagelos, M.D.	–	–	23,098,558	–	–	109,000	6	23,207,558

Named Executive Officer	2018 Base Salary ($)		2019 Base Salary ($)		Year-Over-Year Change (%)¹
Leonard S. Schleifer, M.D., Ph.D.		1,330,500		1,377,100		3.50
George D. Yancopoulos, M.D., Ph.D.		1,130,900		1,170,500		3.50
Robert E. Landry		680,000		730,000		7.35	²
Daniel P. Van Plew		660,000		683,100		3.50
Marion McCourt		475,000		580,000		22.11	³

1	Reflects a 3.50% merit increase consistent with those for other employees.
2	Reflects (i) a 3.50% merit increase consistent with those for other employees and (ii) a $26,200 base salary adjustment to ensure greater competitiveness and alignment with relevant market metrics of the base salary paid to Mr. Landry, as well Mr. Landry’s promotion to Executive Vice President.
3	Reflects (i) a 3.50% merit increase consistent with those for other employees and (ii) a $89,800 base salary adjustment to ensure greater competitiveness and alignment with relevant market metrics of the base salary paid to Ms. McCourt.

Named Executive Officer	2018 Base Salary ($)		Cash Incentive Target (as percentage of base salary)			Personal Performance Multiplier		Company Performance Multiplier		Total Cash Incentive ($)
Leonard S. Schleifer, M.D., Ph.D.		1,330,500		120	%		n/a		1.85		2,953,710
George D. Yancopoulos, M.D., Ph.D.		1,130,900		120	%		n/a		1.85		2,510,598
Robert E. Landry		680,000		50	%¹		1.5		1.85		581,400
Daniel P. Van Plew		660,000		60	%²		1.5		1.85		677,160
Marion McCourt		475,000		50	%		1.5		1.85		372,2813

1	In connection with Mr. Landry’s promotion to Executive Vice President, his annual cash incentive target was increased to 65% of his base salary commencing in 2019.
2	Commencing in 2019, Mr. Van Plew’s annual cash incentive target was increased to 65% in consideration of the compensation of similarly situated executive officers in the Peer Group.
3	Ms. McCourt’s 2018 cash incentive award was prorated from February 12, 2018 (the starting date of Ms. McCourt’s employment with the Company).

Named Executive Officer	Stock Option Award¹ (#)		Year-over-Year Change in Shares Underlying Option Award (%)			Year-over-Year Change in Grant Date Fair Value (%)			Change in Shares Underlying Option Award Compared to 2012 (%)
Leonard S. Schleifer, M.D., Ph.D.		129,013		-7.5%			-2.9%			-54.1%
George D. Yancopoulos, M.D., Ph.D.		129,013		-7.5%			-2.9%			-46.0%
Robert E. Landry		20,000		-14.3%	²		-10.0%	²		N/A³
Daniel P. Van Plew		46,250		-7.5%			-2.9%			-38.3%
Marion McCourt⁴		10,000		N/A			N/A			N/A

1	These stock options all have an exercise price of $381.40 per share, the average of the high and low sales price per share of our common stock as quoted on the NASDAQ Global Select Market on the date of grant. All of these grants consist of non-qualified stock options, which vest ratably over a period of four years. Except as set forth below in the subsection “Compensation Dashboard – 2018 Compensation Tables – Post-Employment Compensation,” stock option vesting ceases, and unvested stock options are forfeited, upon termination of employment.
2	As discussed below, Mr. Landry also received a restricted stock award in 2018, which led to a greater reduction in his 2018 annual option award.
3	Mr. Landry joined the Company in 2013.
4	Ms. McCourt joined the Company in February 2018. In addition to the year-end award shown in this table, upon joining the Company Ms. McCourt received an award of 20,000 non-qualified stock options, which vest ratably over a period of four years and have an exercise price of $342.93 per share, the average of the high and low sales price per share of our common stock as quoted on the NASDAQ Global Select Market on the date of grant; and an award of 2,500 shares of restricted stock, which vest in full on the fifth anniversary of the date of grant.


Market Capitalization (in millions)						Last Four Quarter

As of 8/31/2015			12-Month Average			Revenue (in millions)			Employees*
Gilead	$	154,201	Gilead	$	157,984	Gilead	$	29,194	Lilly	39,135
Amgen	$	115,087	Amgen	$	119,866	AbbVie	$	20,986	AbbVie	28,000
AbbVie	$	103,306	AbbVie	$	102,021	Amgen	$	20,765	BMS	25,000
BMS	$	99,166	BMS	$	101,620	Lilly	$	19,620	Amgen	17,900
Celgene	$	93,347	Celgene	$	91,033	BMS	$	16,383	Biogen	7,550
Lilly	$	87,343	Biogen	$	84,590	Biogen	$	10,296	Gilead	7,000
Biogen	$	69,916	Lilly	$	78,328	Celgene	$	8,426	Celgene	6,012
Regeneron	$	54,257	Regeneron	$	46,358	Regeneron	$	3,396	Regeneron	3,320
Alexion	$	38,942	Alexion	$	37,041	Alexion	$	2,391	Alexion	2,273
Vertex	$	31,198	Vertex	$	29,201	United Therapeutics	$	1,351	Vertex	1,830
Incyte	$	20,970	BioMarin	$	17,132	BioMarin	$	861	BioMarin	1,681
BioMarin	$	20,820	Incyte	$	15,294	Alkermes	$	648	Alkermes	1,300
Alkermes	$	8,898	Alkermes	$	8,873	Incyte	$	644	United Therapeutics	740
Alnylam	$	8,708	Alnylam	$	8,535	Vertex	$	628	Incyte	588
United Therapeutics	$	6,859	United Therarapeutics	$	7,103	Alnylam	$	62	Alnylam	256
75th Percentile	$	100,201		$	101,720		$	19,906		19,675
Median	$	54,429		$	57,685		$	5,409		4,143
25th Percentile	$	17,839		$	13,689		$	647		1,160
REGN Percentile Rank		50th			48th			47th		48th



~~AbbVie Inc.~~	~~Biogen Inc.~~^*	~~Gilead Sciences, Inc.~~^*
~~Alexion Pharmaceuticals, Inc.~~^*	~~BioMarin Pharmaceutical Inc.~~^*	~~Incyte Corporation~~^*
~~Alkermes plc~~^*	~~Bristol-Myers Squibb Company~~	~~United Therapeutics Corporation~~^*
~~Alnylam Pharmaceuticals, Inc.~~^*	~~Celgene Corporation~~^*	~~Vertex Pharmaceuticals, Inc.~~^*
~~Amgen Inc.~~	~~Eli Lilly and Company~~


Named Officer	Bonus Target (as percentage of base salary)	Personal Performance Multiplier	Company Performance Multiplier	Total Cash Bonus ($)
Leonard S. Schleifer, M.D., Ph.D.	120%	n/a	2.0	2,880,000
George D. Yancopoulos, M.D., Ph.D.	120%	n/a	2.0	2,448,000
Robert E. Landry	50%	1.5	2.0	465,750	1
Neil Stahl, Ph.D.	60%	1.5	2.0	594,000	1
Robert J. Terifay	60%	1.5	2.0	574,668	1

Market Capitalization ($ Millions)				Revenues ($ Millions)		Employees
As of 4/30/18		Trailing 12-Month Average		Last Four Quarters		As of Last 10-K Filing

AbbVie	$153,195	Amgen	$125,197	AbbVie	$29,612	Lilly	40,655
Amgen	$116,204	AbbVie	$121,101	Gilead	$24,690	AbbVie	29,000
Gilead	$94,177	Gilead	$95,582	Lilly	$23,343	Bristol-Myers Squibb	23,700
Bristol-Myers Squibb	$85,208	Bristol-Myers Squibb	$95,107	Amgen	$22,939	Amgen	20,800
Lilly	$83,571	Celgene	$95,024	Bristol-Myers Squibb	$21,040	Gilead	10,000
Celgene	$65,514	Lilly	$86,458	Celgene	$13,579	Celgene	7,467
Biogen	$57,732	Biogen	$62,152	Biogen	$12,594	Biogen	7,300
Vertex	$39,030	Regeneron	$44,550	Regeneron	$6,065	Regeneron	6,400
Regeneron	$32,723	Vertex	$32,650	Alexion	$3,612	BioMarin	2,581
Alexion	$26,173	Alexion	$27,978	Vertex	$2,415	Alexion	2,525
BioMarin	$14,757	Incyte	$24,826	United Therapeutics	$1,744	Vertex	2,300
Incyte	$13,119	BioMarin	$15,567	Incyte	$1,534	Alkermes	2,000
Alnylam	$9,469	Alkermes	$8,362	BioMarin	$1,383	Incyte	1,208
Alkermes	$6,864	Alnylam	$7,793	Alkermes	$937	United Therapeutics	800
United Therapeutics	$4,795	United Therapeutics	$5,843	Alnylam	$93	Alnylam	749
75th Percentile	$87,451		$95,226		$23,040		21,525
Median	$48,381		$47,401		$8,103		4,941
25th Percentile	$12,206		$13,766		$1,497		1,802
RegeneronPercentile Rankin Peer Group	43P		49P		48P		52P

AbbVie Inc.	Biogen Inc.*	Gilead Sciences, Inc.*
Alexion Pharmaceuticals, Inc.*	BioMarin Pharmaceutical Inc.*	Incyte Corporation*
Alkermes plc*	Bristol-Myers Squibb Company	United Therapeutics Corporation*
Alnylam Pharmaceuticals, Inc.*	Celgene Corporation *	Vertex Pharmaceuticals, Inc.*
Amgen Inc.	Eli Lilly and Company


Name and principal position (a)	Year (b)	Salary ($) (c)		Bonus ($)1 (d)		Stock awards ($)2 (e)		Option awards ($)2 (f)		All other compensation ($)3 (i)		Total ($) (j)
Leonard S. Schleifer, M.D., Ph.D.	2015	1,200,000		2,880,000		—		43,307,918	⁴	74,608	⁵	47,462,526
President and Chief	2014	1,071,200		2,142,400		—		38,644,700	⁶	107,124		41,965,424
Executive Officer	2013	1,035,000		2,070,000		—		33,062,325	⁷	105,340		36,272,665

George D. Yancopoulos, M.D., Ph.D.	2015	1,020,000		2,448,000		—		36,811,837	⁴	22,519	⁸	40,302,356
President, Regeneron Laboratories	2014	910,500		1,821,040		—		32,744,746	⁶	30,525		35,506,811
and Chief Scientific Officer	2013	879,800		1,759,500		—		28,096,838	⁷	281,455		31,017,593

Robert E. Landry	2015	517,500		465,750		—		7,246,284	⁴	19,360	⁹	8,248,894
Senior Vice President, Finance	2014	500,000		455,000	¹⁰	—		6,403,138	⁶	14,818		7,372,956
and Chief Financial Officer*	2013	144,231	¹¹	50,000	¹²	1,363,500	¹³	11,054,274	⁷	1,130		12,613,135

Neil Stahl, Ph.D.	2015	550,000		594,000		—		17,209,995	⁴	20,515	¹⁴	18,374,510
Executive Vice President,	2014	493,500		532,980		—		15,207,420	⁶	20,215		16,254,115
Research & Development	2013	476,800		386,208		—		13,474,403	⁷	17,235		14,354,646

Robert J. Terifay	2015	532,100		574,668		—		10,029,459	⁴	20,515	¹⁴	11,156,742
Executive Vice President,	2014	465,800		377,298		—		7,533,104	⁶	20,125		8,396,327
Commercial	2013	450,000		364,500		—		6,847,486	⁷	17,145		7,679,131

A	B		C			E		F			G		I			J
Name and principal position	Year		Salary ($)			Stock Awards ($)¹		Option Awards ($)¹			Non-Equity Incentive Plan Compensation ($)²		All Other Compensation ($)³			Total ($)
Leonard S. Schleifer, M.D., Ph.D. President and Chief Executive Officer		2018		1,330,500			—		21,339,913			2,953,710		896,432	⁴		26,520,555
		2017		1,285,500			—		21,967,210			2,468,160		787,188			26,508,058
		2016		1,242,000			—		24,631,012			2,235,600		228,908			28,337,520
George D. Yancopoulos, M.D., Ph.D. President and Chief Scientific Officer		2018		1,130,900			—		21,339,913			2,510,598		399,718	⁵		25,381,129
		2017		1,092,700			—		21,967,210			2,097,984		141,345			25,299,239
		2016		1,055,700			—		24,631,012			1,900,260		180,547			27,767,519
Robert E. Landry Senior Vice President, Finance and Chief Financial Officer		2018		680,000			4,767,500		3,308,184			581,400		19,535	⁶		9,356,619
		2017		618,000			—		3,675,566			482,040		19,130			4,794,736
		2016		585,600			—		4,121,229			439,200		18,700			5,164,729
Daniel P. Van Plew Executive Vice President and General Manager, Industrial Operations and Product Supply⁷		2018		660,000			—		7,650,147			677,160		19,915	⁸		9,007,222
		2017		560,000			—		7,875,030			524,160		19,410			8,978,600
Marion McCourt Senior Vice President, Commercial⁹		2018		401,923	¹⁰		4,671,325¹¹		4,769,876	¹²		372,281		9,250	¹³		10,224,655

1	The amounts in columns (e) and (f) reflect the respective aggregate grant date fair values (disregarding estimated forfeitures) of restricted stock and stock option awards granted in 2018, 2017, and 2016, respectively, 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 these amounts are included in Note 14 to the Company’s audited financial statements for the fiscal year ended December 31, 2018 included in the 2018 Annual Report.
2	Non-equity incentive plan compensation amounts (consisting of cash incentives paid to the NEOs in respect of the relevant year under the Regeneron Pharmaceuticals, Inc. Cash Incentive Bonus Plan) are shown in the year in which they were accrued and earned.
3	See the subsection “Additional Compensation Information–Perquisites and Personal Benefits” below for further information. Certain 2018 perquisites and other personal benefits are quantified for each of the NEOs in the footnotes to this table below based on the actual additional cost incurred by us in providing the perquisite or other personal benefit.
4	Consists of (i) $20,724 for life insurance premiums, (ii) $28,160 for long-term disability insurance premiums, (iii) $15,116 for medical malpractice insurance premiums, (iv) $11,000 for 401(k) Savings Plan matching contributions in respect of 2018 paid in February 2019, (v) $10,665 for tax and financial planning advisory services, (vi) $280,000 for fees the Company paid on behalf of Dr. Schleifer associated with a filing required to be made by Dr. Schleifer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which related to an anticipated acquisition by Dr. Schleifer of common stock upon exercise of his stock options (as described further in the subsection “Additional Compensation Information–Perquisites and Personal Benefits” below), (vii) $268,697 for a tax reimbursement related to the fees referenced in (vi), and (viii) $237,669 and $24,401 for personal use of Company-provided aircraft and secure car transportation, respectively, in each case in accordance with our security policy (calculated as described in the subsection “Additional Compensation Information–Perquisites and Personal Benefits” below).

5	Consists of (i) $11,000 for 401(k) Savings Plan matching contributions in respect of 2018 paid in February 2019, (ii) $8,535 for tax and financial planning advisory services, (iii) $125,000 for fees the Company paid on behalf of Dr. Yancopoulos associated with a filing required to be made by Dr. Yancopoulos under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which related to an anticipated acquisition by Dr. Yancopoulos of common stock upon exercise of his stock options (as described further in the subsection “Additional Compensation Information–Perquisites and Personal Benefits” below), (iv) $119,954 for a tax reimbursement related to the fees referenced in (iii), and (v) $130,017 and $5,212 for personal use of Company-provided aircraft and secure car transportation, respectively, in each case in accordance with our security policy (calculated as described in the subsection “Additional Compensation Information–Perquisites and Personal Benefits” below).
6	Consists of (i) $11,000 for 401(k) Savings Plan matching contributions in respect of 2018 paid in February 2019 and (ii) $8,535 for tax and financial planning advisory services.
7	Mr. Van Plew qualified as an NEO for 2018 and 2017 but not for 2016.
8	Consists of (i) $9,250 for 401(k) Savings Plan matching contributions in respect of 2018 paid in February 2019 and (ii) $10,665 for tax and financial planning advisory services.
9	Ms. McCourt joined the Company in 2018 and qualified as an NEO for that year.
10	Represents Ms. McCourt’s base salary paid from February 12, 2018 (the starting date of Ms. McCourt’s employment with the Company) through the end of 2018.
11	Consists of the aggregate grant date fair value of (i) 2,500 shares of restricted stock granted in connection with commencement of Ms. McCourt’s employment and (ii) 10,000 shares of restricted stock granted as part of Ms. McCourt’s 2018 year-end equity award.
12	Consists of the aggregate grant date fair value of (i) 20,000 stock options granted in connection with commencement of Ms. McCourt’s employment and (ii) 10,000 stock options granted as part of Ms. McCourt’s 2018 year-end equity award.
13	Consists of $9,250 for 401(k) Savings Plan matching contributions in respect of 2018 paid in February 2019.


Name (a)	Grant date (b)		All other stock awards: number of shares of stock or units (#) (i)	All other option awards: number of securities underlying options (#) (j)	Exercise or base price of option awards ($/Sh)1 (k)	Closing price of Company common stock on grant date ($/Sh)1 (l)	Grant date fair value of stock and option awards ($)2 (l)
Leonard S. Schleifer, M.D., Ph.D.	12/16/2015	³	—	172,723	555.67	559.67	43,307,918

George D. Yancopoulos, M.D., Ph.D.	12/16/2015	³	—	146,815	555.67	559.67	36,811,837

Robert E. Landry	12/16/2015	³	—	28,900	555.67	559.67	7,246,284

Neil Stahl, Ph.D.	12/16/2015	³	—	68,638	555.67	559.67	17,209,995

Robert J. Terifay	12/16/2015	³	—	40,000	555.67	559.67	10,029,459

A	B			C		D		E		I		J		K				L
				Estimated Possible Payouts Under Non-Equity Incentive Plan Awards¹						All other stock awards: number of		All other option awards: number of securities underlying		Exercise or base price of		Closing price of Company common stock		Grant date fair value of stock and option
Name	Grant date			Threshold ($)		Target ($)		Maximum ($)		shares of stock or units (#)		options (#)		option awards ($/Sh)²		on grant date ($/Sh)²		awards ($)³
Leonard S. Schleifer, M.D., Ph.D.		—			—		1,596,600		3,193,200		—		—		—		—		—
Leonard S. Schleifer, M.D., Ph.D.		12/12/2018	⁴		—		—		—		—		129,013		381.40		377.96		21,339,913
George D. Yancopoulos, M.D., Ph.D.		—			—		1,357,080		2,714,160		—		—		—		—		—
George D. Yancopoulos, M.D., Ph.D.		12/12/2018	⁴		—		—		—		—		129,013		381.40		377.96		21,339,913
Robert E. Landry		—			—		340,000		612,000		—		—		—		—		—
		12/12/2018	⁴		—		—		—		—		20,000		381.40		377.96		3,308,184
		12/12/2018	⁵		—		—		—		12,500		—		—		—		4,767,500
Daniel P. Van Plew		—			—		396,000		712,800		—		—		—		—		—
Daniel P. Van Plew		12/12/2018	⁴		—		—		—		—		46,250		381.40		377.96		7,650,147
Marion McCourt		—			—		237,500		427,500		—		—		—		—		—
		12/12/2018	⁴		—		—		—		—		10,000		381.40		377.96		1,654,092
		12/12/2018	⁵		—		—		—		10,000		—		—		—		3,814,000
		2/12/2018	^4,6		—		—		—		—		20,000		342.93		342.67		3,115,784
		2/12/2018	^5,6		—		—		—		2,500		—		—		—		857,325

1	Cash incentive awards under the Regeneron Pharmaceuticals, Inc. Cash Incentive Bonus Plan. The actual cash incentive awards earned in respect of 2018 and paid out in January 2019 are reported as “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table above.
2	These options have an exercise price equal to the average of the high and low sales price per share of the Company’s common stock on the date of grant. Therefore, the closing price of our common stock on the grant date may be higher or lower than the exercise price of these options.
~~Outstanding~~ 3	The amounts in this column represent the grant date fair value of the awards made pursuant to the Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan. The assumptions used in the calculation of these amounts are included in Note 14 to the Company’s audited financial statements for the fiscal year ended December 31, 2018 included in the 2018 Annual Report.
4	The NEO received a non-qualified stock option award that vests subject to continued employment at a rate of 25% per year over the first four years of the maximum ten-year option term.
5	The NEO received a restricted stock award that vests 100% on the fifth anniversary of the date of grant, subject to the NEO’s continued employment.
6	Equity ~~Awards at Fiscal Year-End~~award granted in connection with commencement of the NEO’s employment.

A	B		C			D		E		F	G		H		I		J
	Option Awards										Stock Awards
Name	Number of securities underlying unexercised options exercisable (#)		Number of securities underlying unexercised options unexercisable (#)			Equity incentive plan awards: number of securities underlying unexercised unearned options (#)		Option exercise price ($)		Option expiration date	Number of shares or units of stock that have not vested (#)		Market value of shares or units of stock that have not vested ($)		Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)		Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)
Leonard S. Schleifer, M.D., Ph.D.		—		129,013	¹		—		381.40	12/12/2028		—		—		—		—
		34,869		104,605	²		—		378.98	12/12/2027		—		—		—		—
		73,408		73,407	³		—		381.92	12/16/2026		—		—		—		—
		129,543		43,180	⁴		—		555.67	12/16/2025		—		—		—		—
		203,204		—			—		399.66	12/16/2024		—		—		—		—
		239,063		—			—		270.43	12/13/2023		—		—		—		—
		281,250		—			—		179.13	12/14/2022		—		—		—		—
		160,000		—			—		52.03	12/16/2021		—		—		—		—
		240,000		—			—		52.03	12/16/2021		—		—		—		—
		125,000		—			—		30.63	12/14/2020		—		—		—		—
		187,500		—			—		30.63	12/14/2020		—		—		—		—
		187,500		—			—		21.25	12/18/2019		—		—		—		—
		125,000		—			—		21.25	12/18/2019		—		—		—		—
TOTAL		1,986,337		350,205
George D. Yancopoulos, M.D., Ph.D.		—		129,013	¹		—		381.40	12/12/2028		—		—		—		—
		34,869		104,605	²		—		378.98	12/12/2027		—		—		—		—
		73,408		73,407	³		—		381.92	12/16/2026		—		—		—		—
		110,112		36,703	⁴		—		555.67	12/16/2025		—		—		—		—
		172,723		—			—		399.66	12/16/2024		—		—		—		—
		203,204		—			—		270.43	12/13/2023		—		—		—		—
		239,063		—			—		179.13	12/14/2022		—		—		—		—
		158,079		—			—		52.03	12/16/2021		—		—		—		—
		240,000		—			—		52.03	12/16/2021		—		—		—		—
		96,736		—			—		30.63	12/14/2020		—		—		—		—
		150,000		—			—		30.63	12/14/2020		—		—		—		—
		150,000		—			—		21.25	12/18/2019		—		—		—		—
		95,295		—			—		21.25	12/18/2019		—		—		—		—
TOTAL		1,723,489		343,728

1	This stock option award was granted to the NEO on December 12, 2018 and vests at a rate of 25% per year over the first four years of the option term.
2~~Option Exercises~~	This stock option award was granted to the NEO on December 12, 2017 and ~~Stock Vested~~vests at a rate of 25% per year over the first four years of the option term.
3	This stock option award was granted to the NEO on December 16, 2016 and vests at a rate of 25% per year over the first four years of the option term.
4	This stock option award was granted to the NEO on December 16, 2015 and vests at a rate of 25% per year over the first four years of the option term.
5	This restricted stock award was granted to the NEO on December 12, 2018 and vests 100% on the fifth anniversary of the date of grant, subject to the NEO’s continued employment.
6	Reflects the closing price of $373.50 per share of the Company’s common stock on the NASDAQ Global Select Market on December 31, 2018.
7	This stock option award was granted to the NEO on February 12, 2018 and vests at a rate of 25% per year over the first four years of the option term.
8	This restricted stock award was granted to the NEO on February 12, 2018 and vests 100% on the fifth anniversary of the date of grant, subject to the NEO’s continued employment.

A	B		C		D		E
	Option awards				Stock awards
Name (a)	Number of shares acquired on exercise (#)		Value realized on exercise ($)¹		Number of shares acquired on vesting (#)		Value realized on vesting ($)²
Leonard S. Schleifer, M.D. , Ph.D.		312,500		112,659,375		—		—
George D. Yancopoulos, M.D., Ph.D.		244,048		87,981,744		—		—
Robert E. Landry		—		—		5,000		1,976,450
Daniel P. Van Plew		—		—		—		—
Marion McCourt		—		—		—		—

1	Amounts reflect the difference between the exercise price of the option(s) and the average of the high and low sales price per share of the Company’s common stock on the NASDAQ Global Select Market on the exercise date(s).
2	Amount reflects the average of the high and low sales price per share of the Company’s common stock on the NASDAQ Global Select Market on the vesting date.

	Cash Severance			Benefits Continuation			Death Benefits⁴		Disability Benefits			Value of Accelerated Stock Options			Cutback/ Gross-up⁶		Total Amount
Involuntary Termination Following a Change of Control¹		$11,575,260	²		$259,510	³		—		—			—	⁵		—	$	11,834,770
Involuntary Termination		$4,823,025	⁷		$125,763	⁸		—		—			—			—		$4,948,788
Death		—			$94,677	⁸		—		—			—	⁹		—		$94,677
Disability		—			$125,763	⁸		—		$698,513	¹⁰		—			—		$824,276

1	For purposes of these calculations, (i) we used Dr. Schleifer’s 2018 base salary and the annual cash incentives paid to Dr. Schleifer for performance in 2015, 2016, and 2017, respectively; (ii) we assumed that Dr. Schleifer received his annual cash incentive that was earned in 2018 and paid in 2019 (described in the Summary Compensation Table above); (iii) we took into consideration, for purposes of determining whether Dr. Schleifer was entitled to receive a gross-up payment under the terms of his employment agreement, the fact that Dr. Schleifer’s stock options continue to vest according to their original vesting schedule following a voluntary or involuntary termination (other than in connection with a change of control); (iv) we assumed a 6.5% annual increase in medical premiums, 3% annual increase in dental premiums, and no increase in annual disability or life insurance premiums; (v) we assumed that the medical and dental insurance benefits received in 2019, 2020, and 2021 would be taxable and that Dr. Schleifer would be eligible for a tax gross-up for these benefits under the terms of his employment agreement; (vi) although Dr. Schleifer’s employment agreement provides for restrictive covenants, including a six-month non-compete obligation, no specific value has been ascribed to these covenants solely for purposes of this calculation; and (vii) although certain payments to Dr. Schleifer would be subject to potential delays upon separation of service under Section 409A of the Internal Revenue Code, we did not attempt to determine which, if any, payments would be delayed.
2	Equal to three times the sum of (a) Dr. Schleifer’s 2018 base salary and (b) the average annual cash incentive paid to Dr. Schleifer for performance in the three completed years prior to the termination date. For purposes of this calculation, we used Dr. Schleifer’s annual cash incentives for performance in 2015, 2016, and 2017.
3	Equal to the estimated cost of providing Dr. Schleifer and his dependents medical, dental, and life insurance benefits for 36 months.
4	We maintain $1 million of term life insurance covering Dr. Schleifer payable to his designated beneficiary.
5	No amount is included for the value of accelerated stock options as all unvested options held by Dr. Schleifer as of December 31, 2018 had an exercise price that exceeded the closing sales price per share of the Company’s common stock on the NASDAQ Global Select Market on December 31, 2018, the last business day of 2018, of $373.50.
6	Under Dr. Schleifer’s employment agreement, if payments due in connection with a change of control are subject to excise taxes under Section 280G of the Internal Revenue Code, we will cut back the payments if the excise tax can be eliminated by reducing his cash severance payments and benefits by less than 10%. Otherwise, we will pay him an additional “gross up” amount so that his after-tax benefits are the same as though no excise tax had been applied. We have determined that Dr. Schleifer would not be subject to excise taxes if he had been terminated on December 31, 2018 as a result of a change of control.
7	Equal to 1.25 times the sum of (a) Dr. Schleifer’s 2018 base salary and (b) the average annual cash incentive paid to Dr. Schleifer for performance in the three completed years prior to the termination date. For purposes of this calculation, we used Dr. Schleifer’s year-end cash incentive awards for performance in 2015, 2016, and 2017.
8	Equal to the estimated cost of providing Dr. Schleifer and his dependents medical, dental, and life insurance benefits for 18 months.
9	As discussed in “Compensation Dashboard — Additional Compensation Information — Potential Severance Payments,” unvested stock options held by any employee (including Dr. Schleifer) become immediately exercisable upon his or her death.
10	Represents 35% of Dr. Schleifer’s 2018 salary over a period of 18 months. We have assumed long-term disability coverage exists pursuant to Dr. Schleifer’s employment agreement for the remaining 65% of Dr. Schleifer’s salary.


		Cash Severance			Benefits Continuation		Death Benefits4		Disability Benefits			Value of Accelerated Stock Options		Cutback/ Gross- up6		Total Amount
Involuntary Termination Following a Change of Control¹	$	10,112,400	²	$	199,311	³	—		—		$	79,965,946	⁵	—	$	90,277,657
Involuntary Termination	$	4,213,500	⁷	$	91,742	⁸	—		—			—		—	$	4,305,242
Death		—		$	89,260	⁸	—		—			—	⁹	—	$	89,260
Disability		—		$	91,742	⁸	—	$	630,000	¹⁰		—		—	$	721,742


		Cash Severance1		Benefits Continuation2		Value of Accelerated Stock Options/Restricted Stock3	Cutback4		Total Amount5
George D. Yancopoulos, M.D., Ph.D.	$	5,730,360	$	114,488	$	339,406,080	—	$	345,250,928
Robert E. Landry	$	1,440,000	$	111,338	$	17,173,005	—	$	18,724,343
Neil Stahl, Ph.D.	$	1,961,570	$	53,425	$	31,844,172	—	$	33,859,167
Robert J. Terifay	$	1,833,191	$	53,416	$	17,927,425	—	$	19,814,032

	Cash Severance¹		Benefits Continuation²		Value of Accelerated Stock Options/Restricted Stock³		Cutback⁴		Total Amount⁵
George D. Yancopoulos, M.D., Ph.D.		$6,559,296		$118,374		—		—		$6,677,670
Robert E. Landry		$2,284,660		$116,722		$4,668,750		$(526,138)		$6,543,994
Daniel P. Van Plew		$2,277,600		$95,402		—		—		$2,373,002
Marion McCourt⁴		$1,842,811		$70,618		$5,280,150		—		$7,193,579

1	Equal to two times the sum of (a) the NEO’s 2018 base salary and (b) the average annual cash incentives paid to the NEO (other than Ms. McCourt) over the prior three years and, in the case of Ms. McCourt (who joined the Company in February 2018), the average annual cash incentive paid over the prior three years to eligible executives in the group of which Ms. McCourt is a member under the change in control severance plan.

2	Equal to the estimated cost of providing each NEO and his dependents medical, dental, vision, disability, and life insurance coverage for 24 months, plus the estimated cost of providing each NEO tax and financial planning advisory services for 24 months.

3	For stock options, equal to the aggregate amount of the differences between the exercise prices of each NEO’s accelerated “in-the-money” stock options and the closing sales price per share of the Company’s common stock on the NASDAQ Global Select Market on December 31, 2018 of $373.50. The amounts also include the value as of December 31, 2018 of unvested restricted stock.

4	We have determined (using the assumptions outlined in footnote 5) that Dr. Yancopoulos and Mr. Van Plew would have been under their applicable “golden parachute” safe harbor limits and not subject to any cutbacks or excise taxes if terminated on December 31, 2018. In accordance with the terms of the change in control severance plan, the total amount for Mr. Landry has been reduced to an amount one dollar less than the amount that would subject him to an excise tax under Section 4999 of the Internal Revenue Code. The total amount for Ms. McCourt has not been “cut back” as she would be in a more favorable net after-tax position without any such reduction.

5	For purposes of these calculations, (i) we used base salaries as of December 31, 2018 and annual cash incentives paid to the NEOs (other than Ms. McCourt) for performance in 2015, 2016, and 2017, respectively, and, in the case of Ms. McCourt (who joined the Company in February 2018), the average annual cash incentive paid over the prior three years to eligible executives in the group of which Ms. McCourt is a member under the change in control severance plan; (ii) we assumed that each NEO received his or her annual cash incentive that was earned in 2018 and paid in 2017 (described in the Summary Compensation Table above); (iii) we took into consideration, for purposes of determining whether each NEO was subject to a reduction under the terms of the change in control severance plan, the fact that each NEO’s stock options vest in full following an involuntary termination without Cause or termination for Good Reason following a change in control (parachute payments for time vesting stock options and restricted stock were valued using Internal Revenue Code Treas. Reg. Section 1.28G-1 Q&A 24(c)); (iv) we assumed a 6.5% annual increase in medical premiums, 3% annual increase in dental and vision premiums, and no increase in disability or life insurance premiums or employer cost of tax and financial planning advisory services for 2018 and 2019; (v) we assumed that the medical insurance benefits received in 2019 and 2020 would be taxable and that the NEOs would be eligible for a tax gross-up for these benefits under the terms of the change in control severance plan; (vi) although the change in control severance plan provides for restrictive covenants, including a one-year covenant prohibiting the solicitation of company employees, no specific value has been ascribed to these covenants; and (vii) although certain payments to the NEOs would be subject to potential delays upon separation of service under Section 409A of the Internal Revenue Code, we did not attempt to determine which, if any, payments would be delayed.

~~Name of Committee and Members~~

~~Key Functions of the Committee~~

~~Number of~~
~~Meetings~~
~~Held in 2015~~

~~George L. Sing,~~~~Chairman~~
~~Charles A. Baker~~
~~Arthur F. Ryan~~

•
~~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.~~
•
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 proxy statement and annually evaluate the Audit Committee Charter.~~
•
~~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.~~