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

External Roles

Fixed Compensation

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) .

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

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 .

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)

Company Performance (Context)

• 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 .