Leonard Schleifer
REGENERON PHARMACEUTICALSAbout Leonard Schleifer
Leonard S. Schleifer, M.D., Ph.D., age 72, is Regeneron’s co-founder and has served as President and Chief Executive Officer since inception (1988); he became Board co-Chair in June 2023 after previously serving as Chair from 1990–1994 . He holds an M.D. and Ph.D. in Pharmacology from the University of Virginia and is a board-certified neurologist . Under his tenure, Regeneron delivered 2024 revenue of $14.2B (+8% y/y), GAAP diluted EPS of $38.34 (+10% y/y), and non-GAAP diluted EPS of $45.62 (+4% y/y) . Over 2020–2024, a $100 investment in REGN grew to $189.71 versus $172.62 for the peer pharma index; year-end 2024 stock price was $712.33 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Regeneron | Founder; President & CEO | 1988–present | Built the company from inception; led development/commercialization of 14 approved medicines and ~40 clinical candidates . |
| Regeneron Board | Chair | 1990–1994 | Early governance leadership . |
| Regeneron Board | co-Chair | 2023–present | Unified leadership with CSO; paired with a robust Lead Independent Director structure to balance independence . |
External Roles
No additional public company directorships or external executive roles disclosed for Dr. Schleifer in the latest proxy .
Fixed Compensation
| Component | 2022 | 2023 | 2024 | 2025 (set) |
|---|---|---|---|---|
| Base Salary ($) | 1,811,995 | 1,875,415 | 1,941,100 | 1,979,922 (+2.0%) |
| Director Fees | — | — | Employee directors receive no additional pay for board/committee service | — |
Perquisites and other benefits for 2024 totaled $1,387,954, including company aircraft/security per board-approved security policy, insurance, 401(k) match, and financial planning .
Performance Compensation
Annual Cash Incentive (Pay-for-Performance)
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Target Bonus (% of Salary) | 120% | 120% | 120% |
| Company Multiplier | Not disclosed | 1.9 | 1.5 (reduced due to CRLs for odronextamab/linvoseltamab and EYLEA HD U.S. sales below internal goal) |
| Personal Multiplier | N/A (CEO based 100% on Company) | N/A | N/A |
| Actual Cash Incentive ($) | 4,131,349 | 4,275,946 | 3,493,980 |
- Funding mechanic: R&D-related goal under the Cash Incentive Bonus Plan funds the pool; Committee applies negative discretion and formula Target x Company Multiplier (and personal where applicable) .
- 2024 decision framework: Strong pipeline/label expansions offset by certain missed commercial/regulatory goals → Company Multiplier set to 1.5 .
Long-Term Equity
- 2024 grant policy: No CEO equity awards in 2024 (consistent with commitment not to grant equity to CEO/CSO during the five-year PSU performance period) .
- 2020 PSU Award: Maximum 250% of target (620,270 PSUs) earned in Aug 2024 upon 20-day average price >$1,150; eligible to vest Dec 2025 subject to service; mandatory additional three-year holding/deferral through Dec 2028. Dividend-related adjustment added 314 target PSUs due to 1Q25 dividend .
Outstanding Equity and Vesting Schedules (12/31/2024)
| Instrument | Quantity/Status | Exercise/Reference Price | Expiration/Vesting |
|---|---|---|---|
| Stock Options (Exercisable) | 172,723 | $555.67 | 12/16/2025 |
| 146,815 | $381.92 | 12/16/2026 | |
| 139,474 | $378.98 | 12/12/2027 | |
| 129,013 | $381.40 | 12/12/2028 | |
| 81,278 | $372.46 | 12/11/2029 | |
| Total Options (Exercisable) | 669,303 | Various | 2025–2029 expiries |
| 2020 PSUs (Earned) | 620,270 | Valued $441,836,929 at $712.33 | Vest Dec 2025; deliverable Dec 2028 (holding period) |
2024 realizations: Dr. Schleifer exercised 203,204 options, realizing $117,275,125, indicating periodic monetization of equity value in 2024 .
Equity Ownership & Alignment
| Measure | Amount |
|---|---|
| Class A Shares Beneficially Owned | 1,725,565 (95.0% of Class A) |
| Beneficially Owned Common (incl. as-converted Class A and options within 60 days) | 3,065,344 (2.8% of common) |
| Options Exercisable within 60 days (included above) | 669,303 |
| Trust/401(k) Holdings (included above) | Includes 407,552 shares in GRATs; 39,985 in family trust; 5,962 in 401(k) |
| Hedging / Pledging | Prohibited for NEOs and directors |
| Stock Ownership Guideline | CEO ≥6x salary; CEO holdings exceed 400x salary (as of YE 2024) |
Note: Regeneron maintains dual-class capital structure; Class A represented ~15% of total votes as of 2025 record date, down from ~95% at IPO; no new Class A issued since IPO .
Employment Terms
| Provision | Terms |
|---|---|
| Agreement Tenure | Employment agreement (original 2002; amended 2008 for 409A compliance) . |
| Base Severance (no COC) | 1.25x (salary + 3-yr avg bonus) lump sum + 18 months medical/dental/life; options continue to vest per award; 2020 PSUs follow award terms (earned PSUs subject to holding period) . |
| Change-in-Control (COC) Severance | If involuntary termination within 3 yrs after or 3 months before COC: 3x (salary + 3-yr avg bonus) + 36 months benefits; unvested options vest immediately; earned PSUs vest and are immediately deliverable (no holding period) . |
| Excise Tax | “Cutback-or-gross-up” (grandfathered): reduce if ≤10% reduction eliminates excise tax; otherwise gross-up to make whole . |
| Non-Compete | 6 months post-termination (stated among restrictive covenants) . |
| Clawback | Broad clawback covering financial and non-financial misconduct; Nasdaq rule supplement covers restatements for three prior fiscal years; applies to stock price/TSR-linked pay . |
Estimated severance scenario values (as of 12/31/2024):
- Involuntary termination following COC: $460,464,312 total (includes $18,261,178 cash; $366,205 benefits continuation; $441,836,929 value of accelerated PSUs) .
- Involuntary termination (no COC): $449,620,353 total (includes $7,608,824 cash; $174,600 benefits; $441,836,929 value of earned PSUs) .
Board Governance
- Board Service/Attendance: Director since 1988; Board co-Chair since June 2023; 2024 attendance—Board 7/7; Technology Committee 2/2 . He is an ex officio member of the Technology Committee .
- Independence: CEO/co-Chair is not independent; Board maintains a Lead Independent Director (Christine Poon) with robust authorities over agendas, sessions, and shareholder engagement; independent directors meet in executive session after each regular meeting .
- Committees: Audit, Compensation, Corporate Governance & Compliance comprised entirely of independent directors .
- Board Declassification: Management proposes phased declassification beginning in 2026 in response to shareholder feedback; also proposing elimination of supermajority provisions .
- Director Pay: Employee directors receive no additional director compensation .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income ($) | 3,513,200,000 | 8,075,300,000 | 4,338,400,000 | 3,953,600,000 | 4,412,600,000 |
| TSR ($100→) | 128.66 | 168.19 | 192.15 | 233.91 | 189.71 |
| Stock Price (YE) | 483.11 | 631.52 | 721.49 | 878.29 | 712.33 |
Selected 2024–2025 achievements:
- 2024 revenue grew 8% to $14.2B; GAAP EPS +10% to $38.34; non-GAAP EPS +4% to $45.62 .
- Significant pipeline momentum; label expansions for EYLEA HD and Dupixent; initiated first-ever Regeneron quarterly dividend and expanded buyback by $3B in Feb 2025 .
- Notable headwinds: FDA Complete Response Letters for odronextamab and linvoseltamab; EYLEA HD 2024 U.S. sales below internal goal, reflected in lower 2024 cash incentive multiplier .
Compensation Structure Analysis
- Mix/At-Risk Pay: CEO direct pay heavily at-risk; no new equity 2021–2024; reliance on 2020 front‑loaded PSUs aligning payouts to multi-year TSR and extended holding .
- Options vs RSUs: Company views options as performance-based; broader employee usage supports retention and aligns to 10-year horizon; for other NEOs 2024 mix was 60% options/40% RSAs with four-year vesting and backloaded RSAs (50%/50% at years 2 and 4) .
- Clawback/Hedging/Pledging: Strong controls reduce misalignment risks; hedging/pledging banned .
- Say-on-Pay: 95% approval at 2024 meeting, third straight year near or above 90% .
Say-on-Pay & Shareholder Feedback
- 2024 outreach to holders of ~60% of public float; one-on-ones with ~55%; changes included streamlined CD&A; proposals to declassify board and eliminate supermajority voting requirements .
- 2024 say-on-pay support: 95% of votes cast .
Equity Supply/Vesting Overhang (Insider Selling Pressure)
- Near-term option expiries could motivate exercises (e.g., 172,723 options expiring in 2025 at $555.67) .
- 2024 realized exercises by CEO: 203,204 options; $117.3M value realized, indicating ongoing monetization cadence .
- 2020 PSUs earned at max are not deliverable until Dec 2028 after vesting in Dec 2025, limiting immediate supply pressure from those shares .
Employment Terms (Key Economics)
| Scenario (as of 12/31/2024) | Cash Severance | Benefits | Equity Acceleration | Total |
|---|---|---|---|---|
| Involuntary Termination (post-COC window) | $18,261,178 | $366,205 | PSUs $441,836,929 | $460,464,312 |
| Involuntary Termination (no COC) | $7,608,824 | $174,600 | PSUs $441,836,929 | $449,620,353 |
Change-in-control treatment includes immediate option vesting and 2020 PSU delivery (no holding period); excise tax cutback-or-gross-up applies (grandfathered) .
Investment Implications
- Alignment and Retention: Very high personal equity exposure (exceeding 400x salary) and stringent ownership/anti-hedging rules align interests and reduce pledging risk; front-loaded PSUs with long holding period reinforce multi-year orientation .
- Supply/Dilution: CEO has substantial in-the-money options with staggered expirations; 2024 exercises were significant; however, the large 2020 PSU block, while earned, is not deliverable until Dec 2028, moderating nearer-term selling pressure from that tranche .
- Governance/Pay Risk: CEO’s COC package (including potential excise tax gross-up) is a shareholder-scrutinized feature, though the company bans such gross-ups for new arrangements; ongoing moves to declassify the board and eliminate supermajority provisions are positives for governance quality .
- Execution/Performance: 2024 bonus moderation (1.5x multiplier vs 1.9x in 2023) reflects a balanced pay-for-performance program; continued delivery on pipeline and commercial execution (plus first-ever dividend) support investor confidence under long-tenured leadership .