George Yancopoulos
About George Yancopoulos
George D. Yancopoulos, M.D., Ph.D., is Regeneron’s founding scientist (since 1989), President & Chief Scientific Officer, and Co‑Chair of the Board (since June 2023). He has served as a director since 2001 and is age 65, with a distinguished scientific record and as principal inventor/developer of 11 FDA‑approved Regeneron medicines and foundational platform technologies (TRAP, VelociGene, VelocImmune) . Regeneron’s recent performance underpinning pay-for-performance design: FY 2022–2024 revenues rose from $11.81B to $13.69B, with FY 2024 net income of $4.41B; EBITDA was ~$4.63B in FY 2024 (see table below) [GetFinancials]*.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Regeneron | Founding scientist; President & CSO | 1989–present | Led discovery/development of 11 approved drugs and core technologies; anchors R&D strategy |
| Regeneron | Director | 2001–present | Long-tenured board service; co-Chair leadership with focus on scientific oversight |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Academy of Sciences | Member | Not disclosed | Scientific credibility and network benefits to Regeneron’s R&D |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,811,995 | 1,875,415 | 1,941,100 |
| Cash Incentive Target (% of Salary) | 120% | 120% | 120% |
| Company Performance Multiplier | 1.5 | Not disclosed | 1.5 |
| 2024 Cash Incentive Earned ($) | — | — | 3,493,980 |
Perquisites (2024 “All Other Compensation” detail):
- 401(k) match: $15,250; tax/financial planning: $7,255; residential internet: $107,059; personal use of company aircraft: $300,000; security services: $932,139 .
Performance Compensation
2024 annual equity grants: None for CEO/CSO, consistent with five‑year, front‑loaded PSU awards granted in 2020; committee reaffirmed no additional equity awards to CEO/CSO until Dec 2025 .
2020 PSU award status and mechanics:
- Metric: TSR/stock price hurdles; maximum earned when 20‑day average closing price ≥$1,150 .
- Payout: Maximum 250% (620,270 PSUs for CSO) earned August 2024; eligible to vest in December 2025, subject to continued service; three‑year post‑vesting holding through December 2028 (no holding if vesting triggered by change in control) .
| Metric | Weighting | Target | Actual | Payout | Vesting/Holding |
|---|---|---|---|---|---|
| Annual Cash Incentive (Corporate) | 100% (CSO) | 120% of base salary | Corporate multiplier 1.5 | 3,493,980 | Paid Jan 2025 |
| 2020 PSUs (TSR/price hurdles) | 100% PSU | Up to 250% payout (max at $1,150 20‑day avg) | Max achieved Aug 2024 | 620,270 PSUs earned | Vests Dec 2025; holding to Dec 2028 |
Annual equity program design (broader NEOs; CSO received no 2021–2024 grants):
- Stock options: 10‑year term; vest 25% annually over 4 years; 2024 option exercise price $771.64 (avg high/low on grant date); inherently performance‑based via price appreciation .
- RSAs: Time‑based; vest 50% at year 2 and 50% at year 4; back‑loaded for retention .
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Class A shares beneficially owned | 42,750 (2.4% of Class A) |
| Common shares beneficially owned | 1,797,120 (1.7% of common) |
| Ownership components | Includes options exercisable/releasable within 60 days, 401(k) shares, and large family trusts/GRAT holdings (e.g., 468,994 in family trust; 180,000 in children’s trusts; 400,000 in GRATs; plus children’s holdings) |
| Outstanding awards (12/31/2024) | Options fully exercisable across tranches (e.g., 81,278 @ $372.46 exp. 12/11/2029; 129,013 @ $381.40 exp. 12/12/2028; 139,474 @ $378.98 exp. 12/12/2027; 146,815 @ $381.92 exp. 12/16/2026; 146,815 @ $555.67 exp. 12/16/2025) |
| Earned but unvested PSUs | 620,270 PSUs; disclosed payout/market value reference $441,836,929 at $712.33 as of 12/31/2024 |
| Ownership guidelines | CEO/CSO must own ≥6× salary; both held >400× salary value at YE 2024; hedging/pledging prohibited |
Insider selling pressure signals:
- 2020 PSUs earned will vest Dec 2025 but remain subject to a mandatory three‑year holding until Dec 2028, moderating near‑term sell pressure unless a change in control occurs .
- Company prohibits hedging and pledging by NEOs, reducing alignment risks .
Employment Terms
- Severance/change‑of‑control (CSO covered under plan, not CEO employment agreement): double‑trigger equity acceleration post‑CoC termination; cash severance equals 2× (base + 3‑yr average bonus); 24 months benefits continuation; plan includes restrictive covenants (e.g., one‑year non‑solicit) and assumes certain medical benefit tax gross‑ups in calculations .
| Scenario (Change‑in‑Control Severance Plan) | Cash Severance ($) | Benefits Continuation ($) | Accelerated Options/RSAs/PSUs ($) | Total ($) |
|---|---|---|---|---|
| George D. Yancopoulos | 12,174,119 | 116,005 | 441,836,929 | 454,127,053 |
Other terms:
- Equity acceleration policy: Double trigger for employees (awards accelerate upon qualifying termination within 2 years of CoC); 2020 PSU special rules (earned PSUs vest upon CoC with no holding period) .
- Clawback: Broad recoupment policy covering both financial/non‑financial violations; supplemented per Nasdaq for restatements (covers stock price/TSR‑based comp) .
- No pension/deferred comp for U.S. employees beyond 401(k) .
- Aircraft/security policy: CSO required to use company aircraft as practicable; disclosed methodology and annual personal use limit ($300,000 incremental cost) .
Board Governance
- Role: Co‑Chair of the Board since June 2023; Board attendance 7/7; Technology Committee attendance 2/2; ex officio member of Technology Committee .
- Independence: Employee director (not independent); all standing committees (Audit, Compensation, Corporate Governance & Compliance) comprised entirely of independent directors; strong Lead Independent Director role (Christine A. Poon) to balance co‑Chair dual roles .
- Director compensation: Employee directors receive no additional pay for board/committee service .
Multi‑Year Compensation (Summary)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 1,811,995 | 1,875,415 | 1,941,100 |
| Stock Awards ($) | — | — | — |
| Option Awards ($) | — | — | — |
| Non‑Equity Incentive ($) | 4,131,349 | 4,275,946 | 3,493,980 |
| All Other Compensation ($) | 650,352 | 1,608,469 | 1,361,703 |
| Total ($) | 6,593,696 | 7,759,830 | 6,796,783 |
Company Performance (Context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 11,807,800,000 [GetFinancials] | 12,581,100,000 [GetFinancials] | 13,687,000,000 [GetFinancials] |
| EBITDA ($) | 5,335,400,000* [GetFinancials] | 4,654,200,000* [GetFinancials] | 4,628,000,000* [GetFinancials] |
| Net Income ($) | 4,338,400,000 [GetFinancials] | 3,953,600,000 [GetFinancials] | 4,412,600,000 [GetFinancials] |
- Values retrieved from S&P Global.
Compensation Structure Analysis
- Equity mix for CEO/CSO front‑loaded to PSUs in 2020; no grants in 2021–2024; eight‑year life promotes alignment with drug development cycle; holding period enhances retention/horizon .
- Annual incentives: For CSO, entirely corporate performance—simplifies design and ties pay to enterprise milestones; 2024 multiplier set at 1.5 after balancing “transformational” pipeline progress vs. shortfalls in certain commercial/regulatory goals .
- Governance features: Robust clawback; prohibition on hedging/pledging; strong ownership guidelines; ongoing shareholder engagement including annual say‑on‑pay .
Risk Indicators & Red Flags
- Dual leadership (President & CSO and Co‑Chair): mitigated by independent committees and a strong Lead Independent Director charter .
- Large earned but unvested PSU value (>$440M reference): could create optics of concentration, but three‑year holding period materially tempers near‑term liquidity pressure .
- Limited tax gross‑ups: company policy avoids excise tax gross‑ups in new arrangements; medical benefit tax gross‑ups assumed in severance plan calculations; clawback and no‑hedging/pledging reduce alignment risks .
Investment Implications
- Alignment: Front‑loaded PSUs achieved max, but deferred vesting and mandatory three‑year holding align Yancopoulos to long‑term TSR and reduce near‑term sell pressure; strong ownership (>400× salary value for CEO/CSO) and anti‑hedging/pledging policies reinforce alignment .
- Retention: Large earned PSU value with continued service requirement until Dec 2025 and holding to Dec 2028, plus competitive cash incentives, lowers retention risk for CSO through the next product cycle .
- Governance: Co‑Chair dual role warrants continued monitoring; independent committees and active Lead Independent Director provide oversight; employee directors receive no additional director pay, reducing potential conflicts .
- Performance linkage: 2024 cash incentives reflect corporate outcomes (multiplier 1.5), consistent with pay‑for‑performance; absence of equity grants since 2020 for CSO aligns grant cadence to long‑term value creation .