Joseph LaRosa
Executive Vice President, General Counsel and Secretary at REGN
Executive
About Joseph LaRosa
Joseph J. LaRosa is Executive Vice President, General Counsel and Secretary of Regeneron, serving in this role since January 2019; he previously was Senior Vice President, General Counsel and Secretary from September 2011 to December 2018. He is 66 and holds a J.D. from New York University School of Law; prior roles include senior legal leadership at Nycomed US Inc. and Schering‑Plough (corporate officer, Vice President, Legal Affairs) . Regeneron’s recent performance context: TSR values of 189.71 (2024), 233.91 (2023), 192.15 (2022), 168.19 (2021), 128.66 (2020), net income of $4.413B (2024), $3.954B (2023), $4.338B (2022), $8.075B (2021), and stock price $712.33 at 12/31/2024, framing incentive alignment across the executive team .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Regeneron | Executive Vice President, General Counsel & Secretary | Jan 2019–present | Leads legal and governance as corporate secretary, overseeing enterprise legal risk and governance processes . |
| Regeneron | Senior Vice President, General Counsel & Secretary | Sep 2011–Dec 2018 | Built and led the legal function; corporate secretary responsibilities across growth phase . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nycomed US Inc. | Senior Vice President, General Counsel & Secretary | Not disclosed | Led U.S. legal function for a pharma company prior to joining Regeneron . |
| Schering‑Plough Corporation | Corporate Officer; Vice President, Legal Affairs; Operations Management Team member | 1993–2009 | Senior legal leadership and operating committee participation at a global pharmaceutical firm . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) |
|---|---|---|---|
| 2021 | 810,000 | Not disclosed | 916,110 |
Performance Compensation
2021 Equity Awards (granted while NEO)
| Grant Date | Instrument | Shares/Units (#) | Grant-Date Value ($) | Exercise Price ($/sh) | Expiration | Vesting |
|---|---|---|---|---|---|---|
| 12/08/2021 | Stock Options | 14,253 | 3,227,316 | 644.54 | 12/08/2031 (10-year term) | 25% per year over 4 years, service-based |
| 12/08/2021 | RSAs | 3,338 | 2,151,475 | N/A | N/A | 50% on 2nd anniversary (12/08/2023); 50% on 4th anniversary (12/08/2025), service-based |
- Annual cash incentive structure: corporate performance multiplier with individual contribution component for non-CEO/CSO NEOs; typical caps are 180% of target for other NEOs; multipliers set annually by the Compensation Committee .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 202,363 shares of common stock as of the 2022 proxy table . |
| Ownership Guidelines | Executive officers must own shares with a value ≥2x base salary; “owned” includes time-based RSAs/RSUs; options and unvested PSUs are excluded . |
| Hedging/Pledging | Prohibited for officers (including NEOs) under company policies . |
| Vested vs Unvested | Specific breakdown for LaRosa not disclosed; RSAs from 12/08/2021 vest 50% at 2 years and 50% at 4 years; options vest 25% annually over 4 years . |
Employment Terms
- Change-in-Control Severance Plan (for NEOs other than CEO): double-trigger; cash severance equals two times the sum of annual base salary plus average annual cash incentive over prior three years; pro‑rata annual incentive for year of termination; continuation of health and welfare benefits for one or two years; equity awards vest on change in control in specified circumstances; excise tax “cutback” to avoid Section 4999 (no gross‑ups) .
- Equity Agreements: post‑CIC vesting acceleration applies to unvested equity with exercise/holding periods governed by plan limits; “double trigger” acceleration for unvested equity upon qualifying termination within two years post‑CIC .
- Non‑Solicit: severance plan includes restrictive covenants, including a one‑year prohibition on solicitation of Company employees; no specific non‑compete disclosed .
- Clawback: robust policy covering financial and non‑financial violations; supplemented in 2023 to comply with Nasdaq listing standards requiring recovery of incentive‑based compensation (including stock price/TSR) upon restatements .
- Insider Trading Policy: governs trading by directors/officers; published as an exhibit to the 2024 Annual Report .
Potential Payments Under Change-in-Control Severance Plan (as of 12/31/2021 assumptions)
| Component | Amount ($) |
|---|---|
| Cash Severance | 3,135,115 |
| Benefits Continuation | 139,360 |
| Value of Accelerated Equity (Options/RSAs/PSUs, per plan) | 10,666,985 |
| Total | 13,941,460 |
Investment Implications
- Alignment and retention: 10‑year options with 4‑year ratable vesting and back‑loaded RSAs (50% at year 2 and 50% at year 4) create meaningful retention hooks and long‑term alignment; 2021 grants imply release points at 12/08/2023 and 12/08/2025 that can be associated with potential selling pressure from vested RSAs if sales occur .
- Governance safeguards: prohibitions on hedging/pledging, robust clawback, and double‑trigger CIC terms reduce misalignment and windfall risks; excise tax cutback avoids gross‑ups, a shareholder‑friendly feature .
- Pay-for-performance framework: annual incentives driven by corporate performance and individual contributions; company‑level TSR and profitability have been strong over multi‑year periods, supporting incentive design credibility even as year‑to‑year multipliers adjust to pipeline outcomes .
- Severance economics: as of 12/31/2021 assumptions, LaRosa’s CIC package was heavily equity‑linked, underscoring that exit economics are sensitive to stock price and in‑the‑money options/RSAs value, not fixed cash escalators .