Sector: Health Care
REGENERON PHARMACEUTICALS INC · Meeting: June 12, 2026
Directors FOR
2
Directors AGAINST
3
Say on Pay
FOR
Auditor
AGAINST
Election of Five Directors for a One-Year Term
Against Analysis
Dr. Goldstein has served since 1991, giving him full overlap with the 3-year underperformance period during which REGN's stock fell roughly 5% while the company's own peer group (which includes Eli Lilly, Gilead, and AbbVie) returned a median of about 31% — a gap of nearly 36 percentage points, well above the 20-point policy threshold that applies when absolute returns are negative; the 5-year record also shows a 26-point shortfall versus the peer median, which exceeds the same 20-point threshold and eliminates any long-term mitigant, so the AGAINST vote stands.
Ms. Poon has served since 2010 and chairs the Compensation Committee, giving her full accountability for the 3-year period in which REGN's stock declined while the disclosed peer group posted a median gain of about 31%; the resulting 36-point gap exceeds the 20-point policy threshold for companies with negative absolute 3-year returns, and the 5-year picture (a 26-point peer shortfall) also clears the same threshold, so no long-term mitigant applies and the AGAINST vote is warranted.
Dr. Zoghbi has served since 2016, giving her full overlap with the period during which REGN shareholders experienced a roughly 5% decline while the company's own disclosed peers returned a median of 31%; the 36-point shortfall exceeds the 20-point trigger threshold, the 5-year gap of 26 points also clears the same threshold leaving no long-term mitigant, and she serves on the Compensation Committee, further anchoring board accountability for this performance period.
For Analysis
Dr. Schenkein joined the board in 2023, which is within the 24-month new-director exemption under our policy, so the TSR underperformance trigger does not apply to him; he brings relevant biotech executive and venture capital experience and no other policy flags are present.
Dr. Thompson joined in 2022, meaning his tenure covers less than the full 3-year underperformance window; the policy calls for flagging but not automatically voting against directors whose tenure covers less than half the underperformance period, and given his tenure began relatively recently and he brings strong oncology and life sciences leadership credentials, a FOR vote is appropriate.
Of the five director nominees, three (Goldstein, Poon, and Zoghbi) receive AGAINST votes because REGN's stock has declined about 5% over three years while its own disclosed compensation peer group — which includes Eli Lilly (+141%), Gilead (+70%), and AbbVie (+37%) — returned a median of roughly 31%, a gap of nearly 36 percentage points that exceeds the 20-point policy threshold applicable to companies with negative absolute returns; the 5-year record also shows a 26-point peer shortfall, eliminating any long-term mitigant. Dr. Schenkein receives a FOR vote because he is within the 24-month new-director exemption. Dr. Thompson receives a FOR vote because his tenure (since 2022) covers less than half the underperformance window, which warrants a flag but not an automatic AGAINST under the policy.
CEO
Leonard S. Schleifer, M.D., Ph.D.
Total Comp
$7,280,549
Prior Support
N/A
The CEO's total reported compensation of approximately $7.3 million is notably modest for the chief executive of a $79 billion large-cap biopharmaceutical company with $14.3 billion in revenues, and the proxy confirms that no new equity awards were granted to the CEO or Chief Scientific Officer in 2025 while the committee continued to deliberate on a new long-term equity program design — a restrained approach that reflects responsiveness to shareholder concerns about dilution and pay levels. The company's pay mix emphasizes long-term equity, the company maintains a clawback policy, and the overall compensation structure does not trigger any of the aggregate or individual excess-pay thresholds under our policy. While stock performance has lagged the disclosed peer group over three years, the CEO's below-benchmark pay level means the pay-for-performance concern that would otherwise arise — variable pay above benchmark combined with peer underperformance — does not apply here, and a FOR vote is appropriate.
Auditor
PricewaterhouseCoopers LLP
Tenure
37 yrs
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers LLP (or its predecessor) has audited Regeneron's financial statements for 37 years, which exceeds the 25-year tenure threshold under our policy that triggers an AGAINST vote unless the audit committee provides a specific and compelling rationale for continued engagement — such as demonstrated exceptional audit quality metrics, recent lead partner rotation, or a disclosed multi-year rotation plan; the proxy states only that 'the continued engagement of one independent registered public accounting firm contributes to higher quality' without providing the kind of specific, concrete justification the policy requires, so an AGAINST vote is warranted on independence grounds.
The 2026 Regeneron annual meeting presents three standard proposals; the most significant issue is the company's 3-year stock performance, which has declined roughly 5% while its own disclosed compensation peers returned a median of about 31%, triggering AGAINST votes on three of the five director nominees (Goldstein, Poon, and Zoghbi) who have full tenure overlap with the underperformance period and for whom no 5-year mitigant applies, as well as an AGAINST vote on auditor ratification due to PricewaterhouseCoopers' 37-year tenure without a compelling disclosed rationale for continued engagement. The Say-on-Pay vote receives a FOR because CEO pay at approximately $7.3 million is well below what would be expected for a company of Regeneron's size, no new CEO equity grants were made in 2025, and the overall pay structure does not breach any of the policy's excess-compensation thresholds.
11 companies disclosed in 2026 proxy filing
