SEC Filing | Regeneron Pharmaceuticals Inc.

Shareholder Engagement

Since the 2014 Annual Shareholder Meeting, senior members of our management as well as the Chairman of the Compensation Committee have spent a significant amount of time speaking with some of our key shareholders about executive compensation and corporate governance. As part of our engagement effort, we discussed these issues with shareholders collectively representing approximately 47% of the shares of common stock outstanding as of December 31, 2014 held by shareholders other than our directors and executive officers and Sanofi. Following these discussions, we have implemented several changes to our executive compensation program and continued the implementation of our existing compensation and governance initiatives, including the following:
•

Similar to the reduction in annual stock option awards implemented in 2013, 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). This decrease constituted the second consecutive double-digit percentage decrease in the

annual grant of stock options to our Named Officers, in each case following
outstanding TSR performance.
•

We have 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.
•

We have 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 have provided additional information regarding compensation decisions and our compensation philosophy in the Compensation Discussion and Analysis section of this proxy statement to better communicate to our shareholders what drives compensation decisions at Regeneron.

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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A

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


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Check the appropriate box:
ý		Preliminary Proxy Statement
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o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o		Definitive Proxy Statement
o		Definitive Additional Materials


Regeneron Pharmaceuticals, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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	(2)	Form, Schedule or Registration Statement No.:
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Table of Contents

PRELIMINARY PROXY MATERIAL — SUBJECT TO COMPLETION

777 Old Saw Mill River Road
Tarrytown, New York 10591-6707

April [·], 2015

Dear Fellow Shareholders:

It is my pleasure to invite you to attend the 2015 Annual Meeting of Shareholders of Regeneron Pharmaceuticals, Inc. to be held on Friday, June 12, 2015 at 10:30 a.m., Eastern Time, at the Westchester Marriott Hotel, 670 White Plains Road, Tarrytown, New York 10591.

This year we are again using the "Notice and Access" method of providing proxy materials to you via the Internet. We believe that this process provides you with a convenient and quick way to access your proxy materials and vote your shares, while allowing us to reduce the costs of printing and distributing the proxy materials and conserve resources. On or about April [·], 2015, we will mail to our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and our 2014 annual report and vote via the Internet. The Notice also contains instructions on how to receive a paper copy of the proxy materials and our 2014 annual report. Similar to last year, our proxy materials are presented in an enhanced format, with a Proxy Summary and an expanded Compensation Discussion and Analysis, which we hope will make your review of these materials easier.

One of the priorities of the board of directors and Company management is ensuring robust outreach and engagement with our shareholders. Over the last year, we have spent a significant amount of time speaking with some of our shareholders about executive compensation and corporate governance. These discussions were valuable because they allowed us to receive direct feedback from our shareholders and consider how we can improve. As a result of these discussions, we have implemented several changes to our executive compensation program and continued the implementation of our existing compensation and governance initiatives. We encourage you to read the Compensation Discussion and Analysis section of the proxy statement beginning on page 36 for details of our executive compensation program and these recent changes and initiatives.

Each of the Notice of Internet Availability of Proxy Materials that will be mailed and the Notice of Annual Meeting of Shareholders and proxy statement contained herein identifies the items we plan to address at the Annual Meeting. At the Annual Meeting, we will also present a brief report on the Company and our business and give you the opportunity to ask questions.

Your vote is important. Whether or not you plan to attend the Annual Meeting, you can cast your vote via the Internet or by telephone, or, if you receive paper copies of the proxy materials, by completing the accompanying proxy and returning it in the prepaid envelope provided. If you attend the Annual Meeting, you may vote in person if you wish, even if you previously submitted a proxy.

I look forward to seeing you on June 12^th.



		Sincerely,

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

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The 2015 Annual Meeting of Shareholders of Regeneron Pharmaceuticals, Inc. (the "Company") will be held on Friday, June 12, 2015, 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 four Class III directors for a term of three years;
(2): to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2015;
(3): to approve the Regeneron Pharmaceuticals, Inc. Cash Incentive Bonus Plan;
(4): to approve an amendment to the Company's certificate of incorporation to increase the number of authorized shares of capital stock and common stock;
(5): if properly presented, to vote on a nonbinding shareholder proposal relating to proxy access; and
(6): 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 16, 2015 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 provide access to our proxy materials over the Internet. Accordingly, we will mail, beginning on or about April [·], 2015, a Notice of Internet Availability of Proxy Materials to our shareholders of record and beneficial owners as of the record date. 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 2014 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 Senior Vice President, General Counsel and Secretary

April [·], 2015

REGENERON PHARMACEUTICALS, INC.

PROXY STATEMENT

Table of Contents


Table of Contents		i

Proxy Summary		1

General Information about the Meeting		7

Proposal No. 1: Election of Directors		11

Corporate Governance		16
Overview		16
Procedures Relating to Nominees		16
Shareholder Rights to Remove Directors for Cause and to Call Special Shareholder Meeting		17
Shareholder Communications with Directors		17
Board Committees		17
Code of Ethics		19
Director Independence		20
Board Leadership and Role in Risk Oversight		20
Board Meetings and Attendance of Directors		20
Executive Compensation Processes and Procedures; Role of Compensation Consultants		20
Compensation of Directors		21
Executive Officers of the Company		24
Security Ownership of Certain Beneficial Owners and Management		26
Section 16(a) Beneficial Ownership Reporting Compliance		30
Certain Relationships and Related Transactions		31
Review, Approval, or Ratification of Transactions with Related Persons		31
Transactions with Related Persons		31
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm		34

Information about Fees Paid to Independent Registered Public Accounting Firm		34
Audit Committee Report		35
Executive Compensation		36

Compensation Discussion and Analysis		36
Section 1 – Summary		36
2014 Performance Overview		36
Compensation Objectives and Elements		38
Highlights of Compensation Policies and Practices		39
Section 2 – Analysis of 2014 Executive Compensation Based on Compensation Objectives		41
Pay for Performance		41
Shareholder Alignment		42
Balance Short- and Long-Term Perspectives		45
Market Competitiveness and Employee Retention		47

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Section 3 – Executive Compensation Process and Considerations		49
Overview		49
Peer Group		49
Compensation Consultant Independence		50
Stock Ownership Guidelines		50
Shareholder Outreach and Say-on-Pay Response		51
Consideration of Risk in Company Compensation Policies		51
Tax Implications		52
Section 4 – Elements of Executive Compensation		52
Base Salary		52
Annual Cash Bonus		52
Annual Stock Option Awards		54
Perquisites and Other Personal Benefits		56
Potential Severance Benefits		57
Compensation Committee Report		58
Compensation Committee Interlocks and Insider Participation		58
Summary Compensation Table		59
Grants of Plan-Based Awards		61
Outstanding Equity Awards at Fiscal Year-End		62
Option Exercises and Stock Vested		64
Post-Employment Compensation		64
Additional Equity Compensation Information		68
Key Equity Metrics		68
Equity Compensation Plan Information		68
Corporate Governance Aspects of the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan		69
Proposal No. 3: Approval of the Regeneron Pharmaceuticals, Inc. Cash Incentive Bonus Plan		70

Material Terms of the Plan		70
Federal Income Tax Consequences		72
Miscellaneous		72
Proposal No. 4: Approval of an Amendment to the Company's Certificate of Incorporation to Increase the Number of Authorized Shares of Capital Stock and Common Stock		73

Proposal No. 5: Nonbinding Shareholder Proposal Relating to Proxy Access		75

Other Matters		77

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

Appendix B: Regeneron Pharmaceuticals, Inc. Cash Incentive Bonus Plan		B-1

Appendix C: Certificate of Amendment of the Certificate of Incorporation of Regeneron Pharmaceuticals, Inc.		C-1

Note Regarding Forward-Looking Statements and Non-GAAP Financial Measures

See Appendix A for important information regarding forward-looking statements and financial measures not calculated in accordance with U.S. Generally Accepted Accounting Principles contained in this proxy statement.

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Proxy 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.

General Information (see "General Information about the Meeting" on page 7 for more information)


Date:		June 12, 2015
Time		10:30 a.m., Eastern Time
Place:		Westchester Marriott Hotel, 670 White Plains Road, Tarrytown, New York 10591
Record Date:		April 16, 2015

Meeting Agenda


	Matter	Board Vote Recommendation
1.	Election of four Class III directors for a term of three years	For each director nominee
2.	Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2015	For
3.	Approval of the Regeneron Pharmaceuticals, Inc. Cash Incentive Bonus Plan	For
4.	Approval of an amendment to the Company's certificate of incorporation to increase the number of authorized shares of capital stock and common stock	For
5.	Nonbinding shareholder proposal relating to proxy access	Against

Proposal No. 1 – Our Director Nominees (see "Proposal No. 1: Election of Directors" on page 11 for more information)

Proxy Summary

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The following individuals have been nominated for election at the 2015 Annual Meeting:

Director
Class

Name

Age^*

Director
Since

Occupation

Independent

Committee
Memberships

Class III

Charles A. Baker

1989

Former Chairman, President, and Chief Executive Officer of The Liposome Company, Inc.

Audit Committee

Compensation Committee

Class III

Arthur F. Ryan

2003

Former Chairman of the Board and Chief Executive Officer of Prudential Financial, Inc.

Audit Committee

Corporate Governance and Compliance Committee

Class III

George L. Sing

1988

Managing Director of Lancet Capital and Chief Executive Officer of Stemnion, Inc.

Audit Committee (Chairman)

Compensation Committee

Class III

Marc Tessier-Lavigne, Ph.D.

2011

President of The Rockefeller University and Carson Family Professor and head of the Laboratory of Brain Development at The Rockefeller University

Compensation Committee (Chairman)

Technology Committee

^*: As of April 16, 2015.

Each director nominee is a current director and attended at least 75% of the aggregate of all 2014 meetings of the board of directors and each committee on which he or she served.

Corporate Governance (see "Corporate Governance" on page 16 for more information)

Proxy Summary

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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		2015^*
Size of Board		12
Number of Independent Directors		9
Separate Chairman and Chief Executive Officer		ü
Director Resignation Policy		ü
Number of Meetings of the Board of Directors Held in 2014		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 16, 2015.

Proposal No. 2 – Ratification of PricewaterhouseCoopers LLP (see "Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm" on page 34 for more information)

We ask that our shareholders ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2015. Below is a summary of fees related to services provided to the Company by PricewaterhouseCoopers LLP for the years ended December 31, 2014 and 2013.


		2014		2013
Audit Fees	$	1,567,493	$	1,298,800
All Other Fees		4,812		1,800

Total Fees	$	1,572,305	$	1,300,600

2014 Performance Overview (see "Executive Compensation – Compensation Discussion and Analysis – Section 1 – Summary – 2014 Performance Overview" on page 36 for more information)

2014 was another extraordinary year for Regeneron. Our key accomplishments in 2014 included:

•: 48% growth in EYLEA® global net product sales as compared to 2013;
•: 34% growth in our total revenues as compared to 2013;
•: 26% growth in non-GAAP net income as compared to 2013 (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 diabetic macular edema in the United States and in the European Union and regulatory approval of EYLEA® for the treatment of retinal vein occlusion, including macular edema following branch retinal vein occlusion, in the United States;
•: positive Phase 3 data for PRALUENT™ from nine ODYSSEY studies (global Phase 3 program for PRALUENT™) and filing of applications for regulatory approval of PRALUENT™ for lowering LDL-cholesterol in the United States and the European Union;
•: positive Phase 3 data for sarilumab from the SARIL-RA-MOBILITY trial (Phase 3 clinical trial in adult patients with active rheumatoid arthritis who were inadequate responders to methotrexate therapy);
•: positive data for dupilumab in atopic dermatitis (Phase 2b), asthma (Phase 2b), and chronic sinusitis with nasal polyps (Phase 2), as well as the grant of Breakthrough Therapy designation to dupilumab by the U.S. Food and Drug Administration (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 deemed appropriate;

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•: continued growth of our clinical development pipeline, which includes 15 fully-human monoclonal antibody product candidates that were in clinical development as of December 31, 2014, based on the Company's VelocImmune® technology;
•: significant progress with the construction of a new manufacturing facility in Limerick, Ireland and increasing headcount on a year-over-year basis by approximately 25% as of December 31, 2014; and
•: fully operational status of the Regeneron Genetics Center LLC.

Our strong performance is reflected in the appreciation of our stock price, which increased 49%, 640%, and 1597% over the one-, three-, and five-year periods ended December 31, 2014, respectively. This shareholder return places our common stock in the 89^th, 98^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 36 for more information)

We believe that the leadership of the current executive team has been instrumental to our success in 2014 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 an appropriate balance between short- and long-term perspectives; and attract and retain executives in a competitive marketplace.

These objectives were reflected in our 2014 compensation decisions in a number of ways, including the following:

•: Consistent with our executive compensation philosophy, the compensation of our Chief Executive Officer and the other Named Officers in 2014 consisted primarily of performance-based compensation and long-term incentives. In total, performance-based compensation (2014 cash bonus and stock option awards) accounted for 97% and 95% of the total direct 2014 compensation of our Chief Executive Officer and the average total direct 2014 compensation of the other Named Officers, respectively. In addition, an overwhelming portion (92% and 91%, respectively) of the total direct 2014 compensation of our Chief Executive Officer and the average total direct 2014 compensation of the other Named Officers was delivered through long-term incentives (stock option awards). In 2014, our executive compensation program had a higher proportion of both performance-based and long-term compensation relative to total direct compensation with respect to both our Chief Executive Officer and the other Named Officers than such compensation paid on average by the companies included in the 2014 Radford Global Life Sciences Survey (which we and the Compensation

Committee used to obtain a general understanding of current compensation practices and to assess overall competitiveness of our compensation program). This emphasis on performance-based and long-term compensation has been a consistent part of the Company's philosophy since its inception, including prior to the significant appreciation in the price of its common stock that began at the start of 2011.

•: As a result of our emphasis on stock options as a key compensation component, the compensation of our Chief Executive Officer in 2014 and over the last five years was closely aligned with the performance of our common stock over those periods. Both in 2014 and in the five-year period ended December 31, 2014, the year-over-year increases in our Chief Executive Officer's compensation were principally attributable to the increases in the grant date fair value of his stock option awards (as determined according to the Black-Scholes model for valuing stock options), which reflect the significant appreciation of our stock price. In addition, percentage increases in our Chief Executive Officer's total direct compensation in the last five years were significantly below the appreciation of our stock price, both cumulatively and on a year-over-year basis. Furthermore, 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.
•: As a percentage of the total basic shares outstanding (a measure we use to ensure consistency in our review of the size of stock option grants as compared to other companies given potential stock price fluctuations), the 2014 stock option award to our Chief Executive Officer was below the 75^th percentile of the companies included in the 2014 Radford Global Life Sciences Survey. While annual grants of stock options continue to be an important part of our compensation strategy, in 2014 the Compensation Committee reduced the number of shares underlying the annual stock option awards to the Named Officers by an average of 16% compared to 2013 (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). This decrease constituted the second consecutive double-digit percentage decrease in the annual grant of stock options to our Named Officers, in each case following outstanding total shareholder return ("TSR") performance. In reducing the size of 2014 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 or undermining the long-term incentives provided by the Company's compensation program. We believe that this has helped us to successfully manage employee attrition, as evidenced by our 2014 employee turnover of approximately 6%, which compares

Proxy Summary

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favorably to the average employee turnover of approximately 16% for the biotechnology sector based on the Fourth Quarter 2014 Radford Global Life Sciences Trends Report.

In addition, 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:

•: the engagement and use of an independent compensation consultant by the Compensation Committee;
•: stock ownership guidelines for our senior executives and directors;
•: transparent equity granting process and practices;
•: policy regarding recoupment or reduction of incentive compensation that is applicable to officers, including the Named Officers, and other specified employees;

•: prohibition against hedging and pledging of our securities by our directors and employees;
•: no "single trigger" change-in-control severance or vesting arrangements for the Named Officers;
•: 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 amendment thereto, which is expressly exempted);
•: limited perquisites;
•: Compensation Committee and non-employee director oversight of our compensation program; and
•: prudent management of compensation-related risks.

Proposal No. 3 – Approval of the Regeneron Pharmaceuticals, Inc. Cash Incentive Bonus Plan (see "Proposal No. 3: Approval of the Regeneron Pharmaceuticals, Inc. Cash Incentive Bonus Plan" on page 70 for more information)

We are asking our shareholders to approve the new Regeneron Pharmaceuticals, Inc. Cash Incentive Bonus Plan which, if approved, may be utilized to govern the award and payment of

certain cash bonuses to our executive officers and other employees. The Plan would permit the payment of bonuses that may qualify as "performance-based" compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"). If the Plan is approved by shareholders, the Compensation Committee will consider it for implementation for annual cash

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bonuses (and potentially other bonuses) of the Named Officers for performance in 2016 and thereafter.

Proposal No. 4 – Approval of an Amendment to the Company's Certificate of Incorporation to Increase the Number of Authorized Shares of Capital Stock and Common Stock (see "Proposal No. 4: Approval of an Amendment to the Company's Certificate of Incorporation to Increase the Number of Authorized Shares of Capital Stock and Common Stock" on page 73 for more information)

We are asking our shareholders to approve an amendment to the Company's certificate of incorporation to increase the number of authorized shares of capital stock of the Company from 230,000,000 to 390,000,000 shares and the number of authorized shares of common stock of the Company, par value $0.001 per share, from 160,000,000 to 320,000,000 shares. The proposed amendment would not affect the 40,000,000 authorized shares of Class A Stock, par value $0.001 per share, or the 30,000,000 authorized shares of Preferred Stock, par value $0.01 per share. The additional 160,000,000 shares of common stock would be a part of the existing class of common stock, and, if and when issued, would have the same rights and privileges as the shares of common

stock currently issued and outstanding. The most recent increase in the number of authorized shares of common stock (from 60,000,000 to 160,000,000) was approved by Regeneron shareholders in December 2001. Given prior utilization of authorized shares and the time elapsed since the most recent increase, the board of directors believes it prudent to implement this increase primarily to give the Company appropriate flexibility to issue shares for future corporate needs.

Proposal No. 5 – Nonbinding Shareholder Proposal Relating to Proxy Access (see "Proposal No. 5: Nonbinding Shareholder Proposal Relating to Proxy Access" on page 75 for more information)

We have been notified that the Comptroller of the City of New York, as the custodian and a trustee of certain funds, intends to present a proposal relating to "proxy access" for consideration at the Annual Meeting. We believe that the proposed proxy access regime is unnecessary in light of Regeneron's robust governance structure, lacks adequate safeguards, and would reduce the effectiveness of the board. Accordingly, the board of directors unanimously recommends that shareholders vote AGAINST this shareholder proposal.

Proxy Summary

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

April [·], 2015

PROXY STATEMENT

General Information about the Meeting

Where and when will the 2015 Annual Meeting be held?

The 2015 Annual Meeting of Shareholders of Regeneron Pharmaceuticals, Inc. ("Regeneron," "Company," "we," "us," and "our") is scheduled for June 12, 2015, 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 www.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, 2014 filed with the SEC on February 12, 2015 (the "2014 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 [·], 2015. 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 2015 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 16, 2015, 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 16, 2015, [·] shares of common stock and [·] 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.

What are you being asked to vote on?

We are asking you to vote on:

•: election of four Class III directors for a term of three years (Proposal No. 1);

General Information about the Meeting

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•: ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2015 (Proposal No. 2);
•: approval of the Regeneron Pharmaceuticals, Inc. Cash Incentive Bonus Plan (Proposal No. 3);
•: approval of an amendment to the Company's certificate of incorporation to increase the number of authorized shares of capital stock and common stock (Proposal No. 4); and
•: if properly presented, a nonbinding shareholder proposal relating to proxy access (Proposal No. 5).

What are the board's recommendations?

The board of directors recommends that you vote:

•: FOR election of each of the four nominated Class III directors (Proposal No. 1);
•: FOR ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2015 (Proposal No. 2);
•: FOR approval of the Regeneron Pharmaceuticals, Inc. Cash Incentive Bonus Plan (Proposal No. 3);
•: FOR approval of an amendment to the Company's certificate of incorporation to increase the number of authorized shares of capital stock and common stock (Proposal No. 4); and
•: AGAINST approval of a nonbinding shareholder proposal relating to proxy access (Proposal No. 5).

How can you vote?

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

Via the Internet. You may vote by proxy via the Internet by visiting www.proxyvote.com. You will need the 12 digit control number included on the Notice or, if you received a paper copy of the proxy materials, the proxy card or voting instruction form you received. You may vote via the Internet through 11:59 p.m., Eastern Time, on June 11, 2015.

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 11, 2015.

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?

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.

General Information about the Meeting

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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 Abstentions^*	Broker Discretionary Voting Allowed?⁺
Proposal No. 1: Election of Directors	Plurality of the votes cast. In accordance with our director resignation policy, an incumbent director who fails to receive more "for" votes than "withhold" 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, as further described under "Corporate Governance — New Governance Initiatives — Director Resignation Policy" below.	Not applicable	No — brokers without voting instructions will not be able to vote on this proposal
Proposal No. 2: Ratification of the Appointment of PricewaterhouseCoopers LLP	Majority of the votes cast	No effect — not considered votes cast on this proposal	Yes — brokers without voting instructions will have discretionary voting authority to vote
Proposal No. 3: Approval of the Regeneron Pharmaceuticals, Inc. Cash Incentive Bonus Plan	Majority of the votes cast	No effect — not considered votes cast on this proposal	No — brokers without voting instructions will not be able to vote on this proposal
Proposal No. 4: Approval of an Amendment to the Company's Certificate of Incorporation to Increase the Number of Authorized Shares of Capital Stock and Common Stock	Majority of all outstanding shares entitled to vote thereon	Same effect as an "AGAINST" vote	No — brokers without voting instructions will not be able to vote on this proposal
Proposal No. 5: Nonbinding Shareholder Proposal Relating to Proxy Access	Nonbinding proposal. We will consider the matter approved if it receives the affirmative vote of a majority of the votes cast	No effect — not considered votes cast on this proposal	No — brokers without voting instructions will not be able to vote on this proposal

*: As noted above, abstentions will be counted as present for purposes of establishing a quorum 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 9,

2015, (2) by calling 1-800-690-6903 by 11:59 p.m., Eastern Time, on June 9, 2015, 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.

General Information about the Meeting

Table of Contents


Name of Committee and Members	Key Functions of the Committee	Number of Meetings Held in 2014
AUDIT
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.	10

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Name of Committee and Members	Key Functions of the Committee	Number of Meetings Held in 2014
COMPENSATION
Marc Tessier-Lavigne, Ph.D., Chairman Charles A. Baker Joseph L. Goldstein, M.D. Robert A. Ingram (starting April 4, 2014) 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.	10
CORPORATE GOVERNANCE AND COMPLIANCE
Alfred G. Gilman, M.D., Ph.D., Chairman Michael S. Brown, M.D. Christine A. Poon Arthur F. Ryan	• 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.	5
TECHNOLOGY
Michael S. Brown, M.D., Chairman Alfred G. Gilman, M.D., Ph.D. Joseph L. Goldstein, M.D. Eric M. Shooter, Ph.D. (through April 4, 2014) 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

*: 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 "Company" 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.

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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, Michael S. Brown, M.D., Alfred G. Gilman, M.D., Ph.D., Joseph L. Goldstein, M.D., Robert A. Ingram, Christine A. Poon, Arthur F. Ryan, George L. Sing, and Marc Tessier-Lavigne, Ph.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, qualifies as an "audit committee financial 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, and is independent as defined for audit committee members in the listing standards of The NASDAQ Stock Market LLC.

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

Board Leadership and Role in Risk Oversight

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

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

•: The Audit Committee oversees the Company's risk management program. The 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, as well as semi-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

The board held five regular meetings and two special meetings in 2014. All directors attended more than 75% of the total number of meetings of the board and committees of the board on which they served. Board members are expected to attend the Company's Annual Meeting of Shareholders absent a pressing reason, although the Company has no formal policy on the matter. All of the directors attended our 2014 Annual Meeting of Shareholders.

Executive Compensation Processes and Procedures; Role of Compensation Consultants

The Compensation Committee is responsible for overseeing the Company's general compensation objectives and programs. We describe 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

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Named Officers referred to below under "Executive Compensation") below under "Executive Compensation – Compensation Discussion and Analysis – Section 3 – Executive Compensation Process and Considerations – Overview."

As discussed in greater detail under "Executive Compensation – Compensation Discussion and Analysis – Section 3 – Executive Compensation Process and Considerations," the Compensation Committee has the sole authority to retain its own third-party compensation consultants and in 2014 utilized the services of Frederic W. Cook & Co., Inc. ("Frederic W. Cook"), a compensation consultant. In addition, management retains another compensation consultant for its own use. In 2014, 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 2014 Radford Global Life Sciences Survey discussed in this proxy statement); 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.

Compensation of Directors

Overview

The Corporate Governance and Compliance Committee makes recommendations to the board of directors regarding, and the board of directors determines, the compensation of non-employee directors. The Corporate Governance and Compliance Committee evaluates the appropriate level and form of compensation for non-employee directors at least annually and recommends changes to the board of directors when appropriate. Directors who are Company employees receive no additional compensation for serving on our board of directors or its committees. In determining compensation recommendations for the non-employee directors, the Corporate Governance and Compliance Committee considers the qualifications, expertise, and demands on our directors and benchmarks the Company's practices against similar companies in the biotechnology industry.

Cash Fees and Matching Gift Program

Non-employee directors receive an annual retainer of $55,000 and an annual committee retainer of $10,000 for each standing committee on which the director serves. The Chairman of the Audit Committee receives an additional retainer of $5,000 per year. 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 to eligible tax-exempt organizations. Effective January 1, 2014, the maximum annual match has been increased to $5,000 (from $2,000) per person.

Annual Stock Option Awards

Pursuant to the terms of the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan and a resolution of the Compensation Committee adopted on December 16, 2014, each non-employee director receives an automatic grant of a stock option to purchase common stock on the first business day of each year, with an exercise price 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 such date is not a trading day, on the last preceding date on which there was a sale of the Company's common stock on the NASDAQ Global Select Market). These stock options become exercisable as to one-third of the shares on the anniversary of the date of grant in each of the three subsequent calendar years, generally subject to continued service on the board, and generally expire ten years following the date of grant. In 2014, 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 12,750 shares to 10,838 shares of common stock underlying each such stock option. The primary impetus for this decision was to reflect the increase in the Company stock price in the automatic grants and to reduce the potential dilutive impact of these grants. The reduced grants to our non-employee directors were made on January 2, 2015. This decrease constituted the second consecutive double-digit percentage decrease in the annual grant of stock options to our non-employee directors, in each case following high stock appreciation. Stock options granted to a non-employee director in 2013, 2014, and 2015 continue to vest following the retirement of that director provided applicable conditions relating to the length of the director's service and the director's age have been met.

Stock options granted since 2010 to non-employee directors become fully vested automatically upon a change of control of the Company. Each non-employee director has the right to nullify this acceleration of vesting, in whole or in part, if it would cause the director to pay excise taxes under the requirements of the Internal Revenue Code. Previously, stock options granted to non-employee directors included a "double-trigger" change of control provision whereby the director's stock options would immediately vest in full in the event that a

Corporate Governance

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director's service as a member of the board is terminated without cause within two years of a change of control of the Company.

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 the employment agreement, we agreed to recommend to the Compensation Committee that stock option grants be made to Dr. Vagelos for calendar years 2000 through 2003 in the amount of the greater of (a) 125,000 shares or (b) 125% of the highest annual option award granted to an officer of the Company.

In 2011, the Compensation Committee determined that Dr. Vagelos's target grant would be equal to ten times the annual grant for a non-employee member of the board of directors, setting his target award at 150,000 shares of common stock underlying stock options. In each of 2013 and 2014,

the Compensation Committee reduced the award to Dr. Vagelos by 15%, in line with the reduction in the annual stock option awards to our non-employee directors in those years. On December 16, 2014, the Compensation Committee granted Dr. Vagelos stock options to purchase 108,380 shares of common stock, at an exercise price of $399.66 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). The stock option award granted to Dr. Vagelos vests ratably over four years subject to his continued service and contains change-of-control provisions identical to the ones described above for stock option grants to non-employee directors made since 2010. 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.

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 2014 in accordance with the policies, plans, and employment agreement described above:

Director Compensation

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

–

1,689,032

–

1,764,032

Michael S. Brown, M.D.

75,000

–

1,689,032

–

5,000

1,769,032

Alfred G. Gilman, M.D., Ph.D.

75,000

–

1,689,032

–

3,000

1,767,032

Joseph L. Goldstein, M.D.

75,000

–

1,689,032

–

5,000

1,769,032

Robert A. Ingram ⁴

48,214

2,814,311

–

2,862,525

Christine A. Poon

75,000

–

1,689,032

–

1,764,032

Arthur F. Ryan

75,000

–

1,689,032

–

2,000

1,766,032

Eric M. Shooter, Ph.D. ⁵

32,500

–

1,689,032

–

1,721,532

George L. Sing

80,000

–

1,689,032

–

5,000

1,774,032

Marc Tessier-Lavigne, Ph.D.

75,000

–

1,689,032

–

1,764,032

P. Roy Vagelos, M.D.

–

20,410,945

–

104,000

⁶

20,514,945

¹: The amounts in column (d) reflect the aggregate grant date fair value of options awarded during the year ended December 31, 2014 pursuant to the Regeneron Pharmaceuticals, Inc. Second Amended and Restated 2000 Long-Term Incentive Plan (in the case of the non-employee directors) or the Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan (in the case of Dr. Vagelos). In the case of Mr. Ingram, the amount relates to the option award granted upon his election as a member of the board of directors effective April 4, 2014. Assumptions used in the calculation of this amount do not take into account expected forfeitures and are otherwise described in Note 15 to the Company's audited financial statements for the fiscal year ended December 31, 2014 included in the 2014 Annual Report.

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²: At December 31, 2014, the non-employee directors and Dr. Vagelos had the following stock option awards outstanding: Mr. Baker: 87,750; Dr. Brown: 36,750; Dr. Gilman: 32,750; Dr. Goldstein: 37,750; Mr. Ingram: 20,000; Ms. Poon: 82,750; Mr. Ryan: 42,750; Mr. Sing: 117,750; Dr. Shooter: 27,750; Dr. Tessier-Lavigne: 50,029; and Dr. Vagelos: 2,178,240.

³: Consists of a Company contribution paid on or before April 16, 2015 under the Regeneron Matching Gift Program in respect of a charitable gift made in 2014.

⁴: Mr. Ingram was elected as a member of the board of directors and the Compensation Committee effective April 4, 2014.

⁵: Dr. Shooter retired as a member of the board of directors and the Technology Committee effective April 4, 2014.

⁶: Consists of (i) $100,000 for the salary paid pursuant to the terms of our employment agreement with Dr. Vagelos and (ii) $4,000 for 401(k) Savings Plan matching contributions in respect of 2014 paid in February 2015.

Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm

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

"Total direct compensation" means total reported compensation (other than amounts reported under "All other compensation") and "total cash compensation" consists of base salary and bonus, in each case as reported for the relevant period.

"Total direct compensation" means total reported compensation (other than amounts reported under "All other compensation").

We believe that the compensation awarded to our Chief Executive Officer in the last three 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. While the average three-year total direct compensation

amount reported for our Chief Executive Officer is the highest in our Peer Group, we were the top performing company in our Peer Group (as measured by TSR over the same period), as shown in the following chart.

Executive Compensation

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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 the 2012 - 2014 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, 2014 for the companies included in the Peer Group. TSR information is based on 2012 - 2014 TSR for Regeneron and the Peer Group. Information regarding AbbVie Inc. is not included because its U.S. public listing began in January 2013. 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.

Balance Short- and Long-Term Perspectives

The Company's compensation program has been designed to strike an appropriate balance between short- and long-term compensation in light of the relevant factors, including 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.

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As shown in the charts under "– Pay for Performance" above, 92% and 91% of the total direct compensation of our Chief Executive Officer and our other Named Officers in 2014, respectively, consisted of long-term compensation, which exceeds the corresponding average percentage for the companies included in the 2014 Radford Global Life Sciences Survey by 16% and 20%, respectively. Accordingly, our compensation structure is more heavily weighted toward long-term components versus short-term pay when compared to the companies included in the 2014 Radford Global Life Sciences Survey, thus promoting a long-term perspective among our executives.

As described in "Section 4 – Elements of Executive Compensation – Annual Stock Option Awards," in 2014 the Compensation Committee reduced the number of shares underlying the annual stock option awards to the Named Officers by an average of 16% compared to 2013 (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). This decrease constituted the second 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 2014 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 or undermining the long-term incentives provided by the Company's compensation program. The reduction also took into account the increase in the Company's stock price in recent years. While the Company reduced the size of annual stock option grants in two consecutive years, the grant date fair value of the reduced number of stock options granted in 2014 is higher than the

The Peer Group utilized in 2014 (approved by the Compensation Committee in August 2013) consists of the following 14 companies:

There are no unvested performance-based vesting stock options that remain outstanding.

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, and our three other highest-compensated executive officers in 2014).

The following table and explanatory footnotes provide information regarding each equity award granted to our Named Officers during 2014. There were no non-equity incentive plan awards granted in 2014.

The following table and explanatory footnotes provide information regarding unexercised stock options and unvested restricted stock awards held by our Named Officers as of December 31, 2014.

The following table and explanatory footnotes provide information with regard to amounts realized by our Named Officers during 2014 as a result of the exercise of stock options or the vesting of restricted stock awards.

The following table summarizes some key metrics relating to the equity component of our compensation program:

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, 2014.

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

Proposal No. 3: Approval of the Regeneron Pharmaceuticals, Inc. Cash Incentive Bonus Plan

Proposal No. 4: Approval of an Amendment to the Company's Certificate of Incorporation
to Increase the Number of Authorized Shares of Capital Stock and Common Stock

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

Reconciliation of GAAP Net Income to Non-GAAP Net Income
(Unaudited)
(In thousands)

Appendix C: Certificate of Amendment of the Certificate of Incorporation of Regeneron Pharmaceuticals, Inc.


		Arthur F. Ryan
Director since: 2003 Age: 72 Independent		ARTHUR F. RYAN, 72, 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. 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: 65 Independent		GEORGE L. SING, 65, 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. Since January 2004, Mr. Sing has served as Chief Executive Officer of Stemnion, Inc., a bio-medical 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.

		Marc Tessier-Lavigne, Ph.D.
Director since: 2011 Age: 55 Independent		MARC TESSIER-LAVIGNE, Ph.D., 55, 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. 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 Institute 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 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.


		Michael S. Brown, M.D.
Director since: 1991 Age: 74 Independent		MICHAEL S. BROWN, M.D., 74, 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 Institute 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.

		Robert A. Ingram
Director since: 2014 Age: 72 Independent		ROBERT A. INGRAM, 72, has been a Director of the Company since April 2014. Mr. Ingram has been a General Partner in Hatteras Venture Partners, a venture capital firm that invests in early stage life science companies, since 2007. Mr. Ingram served as a strategic advisor to the Chief Executive Officer of GlaxoSmithKline plc from January 2010 to December 2012. He previously served as Vice Chairman, Pharmaceuticals, GlaxoSmithKline plc, from 2003 through 2009, and as its Chief Operating Officer and President of Pharmaceutical Operations from January 2001 through January 2003. Mr. Ingram has served on the board of directors of Valeant Pharmaceuticals International, Inc. (or its corporate predecessor) since 2003, serving as its Chairman of the Board from 2006 to 2008, when he became its lead director. He was again named Chairman of the Board of Valeant from December 2010 until March 2011, after which he was again appointed lead director. Mr. Ingram has also been a director of Cree, Inc., since 2008, serving as its lead director since October 2011, and a director of Edwards Lifesciences Corporation since 2003, currently serving on its Compensation and Governance Committee. Mr. Ingram was Chairman of OSI Pharmaceuticals, Inc., until 2010, and of Elan Corporation, until 2013, and a director of Lowe's Companies, Inc., until 2011, Pharmaceutical Product Development Inc., until 2011, and Allergan Inc., until 2012. Mr. Ingram's experience as a seasoned executive and corporate director with extensive knowledge of highly regulated pharmaceutical and medical device companies, as well as his in-depth knowledge and understanding of the regulatory environment and governmental processes, led to the board's decision to nominate Mr. Ingram for election to the board.

		Leonard S. Schleifer, M.D., Ph.D.
Director since: 1988 Age: 62		LEONARD S. SCHLEIFER, M.D., Ph.D., 62, 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.


		Joseph L. Goldstein, M.D.
Director since: 1991 Age: 74 Independent		JOSEPH L. GOLDSTEIN, M.D., 74, has been a Director 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 Institute 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: 62 Independent		CHRISTINE A. POON, 62, has been a director of the Company since November 2010. Ms. Poon is a Professor 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 board of directors of Prudential Financial, Inc. 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: 85		P. ROY VAGELOS, M.D., 85, 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. 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.


	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):

Sanofi ³	—		—	22,859,144		[·]%
54, rue La Boetie
75008 Paris
France

Capital World Investors ⁴	—		—	7,876,150		[·]%
333 South Hope Street
Los Angeles, California 90071

FMR LLC ⁵	—		—	6,687,091		[·]%
245 Summer Street
Boston, Massachusetts 02210

BlackRock, Inc. ⁶	—		—	5,889,925		[·]%
40 East 52nd Street
New York, New York 10022

Wellington Management Group LLP ⁷	—		—	5,882,648		[·]%
c/o Wellington Management Company LLP
280 Congress Street
Boston, MA 02210

Directors and Executive Officers: ⁸

Leonard S. Schleifer M.D., Ph.D.	1,726,565	⁹	[·]%	3,779,457	¹⁰	[·]%

P. Roy Vagelos, M.D.	—		—	2,767,119	¹¹	[·]%

George D. Yancopoulos, M.D., Ph.D.	42,750	¹²	[·]%	2,957,739	¹³	[·]%

Charles A. Baker	62,384	¹⁴	[·]%	145,634	¹⁵	*

Michael S. Brown, M.D.	—		*	46,599	¹⁶	*

Alfred G. Gilman, M.D., Ph.D.	8,912		*	28,162	¹⁷	*

Joseph L. Goldstein, M.D.	20,000		[·]%	43,250	¹⁸	*

Robert A. Ingram	—		—	6,667		*

Christine A. Poon	—		—	69,905	¹⁹	*

Arthur F. Ryan	—		—	47,500	¹⁸	*

George L. Sing	—		—	220,022	²⁰	*

Marc Tessier-Lavigne, Ph.D.	—		—	34,716	²¹	*

Robert E. Landry	—		—	25,035	²²	*

Neil Stahl, Ph.D.	—		—	423,079	²³	*

Robert J. Terifay	—		—	201,680	²⁴	*

All Directors and Executive Officers as a Group (20 persons)	1,860,611		[·]%	11,378,227	²⁵	[·]%


Named Officer		Position
Leonard S. Schleifer, M.D., Ph.D.		President and Chief Executive Officer
George D. Yancopoulos, M.D., Ph.D.		President, Regeneron Laboratories and Chief Scientific Officer
Robert E. Landry		Senior Vice President, Finance and Chief Financial Officer
Neil Stahl, Ph.D.		Executive Vice President, Research & Development
Robert J. Terifay		Senior Vice President, Commercial


		Charles A. Baker
Director since: 1989 Age: 82 Independent		CHARLES A. BAKER, 82, 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.



		George D. Yancopoulos, M.D., Ph.D.
Director since: 2001 Age: 55		GEORGE D. YANCOPOULOS, M.D., Ph.D., 55, 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 member of the National Academy of Sciences. Dr. Yancopoulos, together with key members of his team, is a principal inventor and developer of the Company's three FDA-approved drugs, EYLEA® (aflibercept) 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.


		Alfred G. Gilman, M.D., Ph.D.
Director since: 1990 Age: 73 Independent		ALFRED G. GILMAN, M.D., Ph.D., 73, a co-founder of the Company, has been a non-employee Director of the Company since July 1990. Dr. Gilman is a Regental Professor Emeritus of Pharmacology at The University of Texas Southwestern Medical Center at Dallas. He was the chief scientific officer of the Cancer Prevention and Research Institute of Texas from 2009 to 2012. He previously served as executive vice president for academic affairs and provost of The University of Texas Southwestern Medical Center at Dallas, dean of The University of Texas Southwestern Medical School, and professor of pharmacology at The University of Texas Southwestern Medical Center. Dr. Gilman is a member of the National Academy of Sciences, and he received the Nobel Prize for Physiology or Medicine in 1994. He is one of the inaugural fellows of the American Association of Cancer Research. Dr. Gilman's distinguished scientific and academic background, including his receipt of the Nobel Prize for Physiology or Medicine in 1994, and his leadership positions at the Cancer Prevention and Research Institute of Texas, The University of Texas Southwestern Medical Center at Dallas, and The University of Texas Southwestern Medical School, together with his extensive experience as a director of the Company and of a leading pharmaceutical company, led to the board's decision to nominate Dr. Gilman for reelection to the board.


Board and Other Governance Information		2015^*
Size of Board		12
Number of Independent Directors		9
Separate Chairman and Chief Executive Officer		ü
Director Resignation Policy		ü
Number of Meetings of the Board of Directors Held in 2014		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


		The Audit Committee
		George L. Sing, Chairman Charles A. Baker Arthur F. Ryan


	Objective

Compensation Element	Pay for Performance	Shareholder Alignment	Balance 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			•	•


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; • 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 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 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.
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		Since the 2014 Annual Shareholder Meeting, we have 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).


Policy/Practice		Description
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. Based on the most recent review conducted in 2014, we have eliminated certain perquisites of our Chief Executive Officer and Chief Scientific Officer we considered no longer consistent with our overall compensation program (see "Section 4 – Elements of Executive Compensation – Perquisites and Other Personal Benefits").
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.


AbbVie Inc.	Bristol-Myers Squibb Company	Incyte Corporation
Alexion Pharmaceuticals, Inc.	Celgene Corporation	Seattle Genetics, Inc.
Amgen Inc.	Cubist Pharmaceuticals, Inc.	United Therapeutics Corporation
Biogen Idec Inc.	Eli Lilly and Company	Vertex Pharmaceuticals, Inc.
BioMarin Pharmaceutical Inc.	Gilead Sciences, Inc.


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.	100%		n/a	2.0	2,142,400
George D. Yancopoulos, M.D., Ph.D.	100%		n/a	2.0	1,821,040
Robert E. Landry	45%		1.5	2.0	405,000	¹
Neil Stahl, Ph.D.	45%	²	1.5	2.0	532,980	¹
Robert J. Terifay	45%		1.5	2.0	377,298	¹


Named Officer			Stock Option Award¹
Leonard S. Schleifer, M.D., Ph.D.			203,204
George D. Yancopoulos, M.D., Ph.D.			172,723
Robert E. Landry			34,000
Neil Stahl, Ph.D.			80,750
Robert J. Terifay			40,000


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.	2014	1,071,200		2,142,400		—		38,644,700	⁴	107,124	⁵	41,965,424
President and Chief	2013	1,035,000		2,070,000		—		33,062,325	⁶	105,340		36,272,665
Executive Officer	2012	1,000,000		2,300,000		—		26,630,306	⁷	116,791		30,047,097

George D. Yancopoulos, M.D., Ph.D.	2014	910,500		1,821,040		—		32,744,746	⁴	30,525	⁸	35,506,811
President, Regeneron Laboratories	2013	879,800		1,759,500		—		28,096,838	⁶	281,455		31,017,593
and Chief Scientific Officer	2012	850,000		1,955,000		57,275,000		21,442,383	⁷	29,065		81,551,448

Robert E. Landry	2014	500,000		405,000	⁹	—		6,403,138	⁴	14,818	¹⁰	7,322,956
Senior Vice President,	2013	144,231	¹¹	50,000	¹²	1,363,500	¹³	11,054,274	⁶	1,130		12,613,135
Finance and Chief Financial Officer*

Neil Stahl, Ph.D.	2014	493,500		532,980		—		15,207,420	⁴	20,215	¹⁴	16,254,115
Executive Vice President,	2013	476,800		386,208		—		13,474,403	⁶	17,235		14,354,646
Research & Development	2012	460,700		373,167		—		11,144,533	⁷	16,800		11,995,200

Robert J. Terifay	2014	465,800		377,298		—		7,533,104	⁴	20,125	¹⁴	8,396,327
Senior Vice President,	2013	450,000		364,500		—		6,847,486	⁶	17,145		7,679,131
Commercial	2012	384,800		411,688		—		6,665,018	⁷	16,800		7,478,306


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.	12/16/2014	³	—	203,204	399.66	396.13	38,268,922
	10/27/2014	⁴	—	7,226	402.69	407.16	375,779

George D. Yancopoulos, M.D., Ph.D.	12/16/2014	³	—	172,723	399.66	396.13	32,528,486
	2/11/2014	⁴	—	5,720	314.31	326.52	216,260

Robert E. Landry	12/16/2014	³	—	34,000	399.66	396.13	6,403,138

Neil Stahl, Ph.D.	12/16/2014	³	—	80,750	399.66	396.13	15,207,420

Robert J. Terifay	12/16/2014	³	—	40,000	399.66	396.13	7,533,104


	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 ($) (e)	Option expiration date (f)	Number of shares or units of stock that have not vested (#) (g)		Market value of shares or units of stock that have not vested ($)⁷ (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.	—	203,204	¹	—	399.66	12/16/2024	—		—	—	—
	7,226	—	¹⁰		402.69	12/19/2015	—		—	—	—
	59,766	179,297	²	—	270.43	12/13/2023	—		—	—	—
	140,626	140,624	³	—	179.13	12/14/2022	—		—	—	—
	120,000	40,000	⁴	—	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	2,005,118	563,125

George D. Yancopoulos, M.D., Ph.D.	—	172,723	¹	—	399.66	12/16/2024	—		—	—	—
	50,801	152,403	²	—	270.43	12/13/2023	—		—	—	—
	119,532	119,531	³	—	179.13	12/14/2022	—		—	—	—
	—	1,921	⁵	—	52.03	12/16/2021	—		—	—	—
	120,000	38,079	⁵	—	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	—		—	—	—
	182,818	—		—	11.64	12/19/2015	—		—	—	—
	—	—		—	—	—	500,000	⁶	410.25	—	—
TOTAL	1,839,747	484,657					500,000

Robert E. Landry	—	34,000	¹	—	399.66	12/16/2024	—		—	—	—
	20,000	60,000	⁸	—	272.70	9/9/2023	—		—	—	—
	—	—		—	—	—	5,000	⁹	410.25	—	—
TOTAL	20,000	94,000					5,000


		Cash Severance			Benefits Continuation		Death Benefits⁴		Disability Benefits			Value of Accelerated Stock Options		Cutback/ Gross- up⁶		Total Amount
Involuntary Termination Following a Change of Control ¹	$	9,797,700	²	$	207,845	³	—		—		$	74,105,684	⁵	—	$	84,111,229
Involuntary Termination	$	4,082,375	⁷	$	99,026	⁸	—		—			—		—	$	4,181,401
Death		—		$	99,026	⁸	—		—			—	⁹	—	$	99,026
Disability		—		$	99,026	⁸	—	$	562,380	¹⁰		—		—	$	661,406


		Cash Severance¹		Benefits Continuation²		Value of Accelerated Stock Options/Restricted Stock³	Cutback⁴		Total Amount⁵
George D. Yancopoulos, M.D., Ph.D.	$	5,562,200	$	124,465	$	270,217,929	—	$	275,904,594
Robert E. Landry	$	1,000,000	$	124,582	$	10,664,310	—	$	11,788,892
Neil Stahl, Ph.D.	$	1,733,604	$	56,662	$	28,295,568	—	$	30,085,834
Robert J. Terifay	$	1,649,831	$	56,652	$	17,244,388	—	$	18,950,871


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	21,506,260 shares of common stock	$	158.54	13,558,022 shares of common stock³
Equity compensation plans not approved by security holders²	–	$	–	44,246 shares of Class A stock
Total	21,506,260 shares of common stock	$	158.54	13,602,268 shares of common stock and Class A stock


Provision		Description
No Discounted Stock Options		Stock options are not granted with an exercise price less than the fair market 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 Policy		Awards granted to our officers and other specified employees under the Plan are subject to recoupment or reduction in accordance with the terms of our policy regarding recoupment or reduction of incentive compensation.
Independent Administration		The Plan is administered by the Compensation Committee, which is intended to be comprised solely of non-employee directors each of whom meets the additional independence criteria applicable to compensation committee members under the listing standards of The NASDAQ Stock Market LLC, qualifies as a "Non-Employee Director" pursuant to Rule 16b-3 under the Exchange Act, and meets the requirements for an "outside director" within the meaning of Section 162(m) of the Internal Revenue Code.
No "Evergreen" Provision		The Plan does not contain an "evergreen" feature pursuant to which the shares authorized for issuance thereunder can be automatically replenished.
No Tax Gross-ups		The Plan does not provide for any tax gross-ups.


		Year ended December 31,

		2014		2013
GAAP net income	$	348,074	$	424,362
Adjustments:
R&D: Non-cash share-based compensation expense		184,347		116,520
SG&A: Non-cash share-based compensation expense		120,203		79,966
SG&A: Branded Prescription Drug Fee incremental charge		40,600		—
COGS: Non-cash share-based compensation expense		2,688		1,913
Interest expense: Non-cash interest related to convertible senior notes		17,821		22,980
Other expense: Loss on extinguishment of debt		33,469		—
Income tax expense		427,673		288,998

Non-GAAP net income	$	1,174,875	$	934,739



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