Regeneron grants CEO and CSO one-time 10-year performance share awards through 2035

Regeneron Pharmaceuticals locked in a decade-long equity package for its co-founder leadership team. In a Wednesday Form 8-K, the company said that effective Sept. 24, 2026, the Compensation Committee — with approval from independent board members — granted one-time performance share unit awards to Board co-Chair, President and CEO Leonard S. Schleifer, M.D., Ph.D., and Board co-Chair, President and Chief Scientific Officer George D. Yancopoulos, M.D., Ph.D.

The 2026 PSUs replace annual long-term incentive equity awards for the CEO and CSO until 2036. All shares delivered under the program are subject to a mandatory holding period and generally cannot be sold until February 2036 (the certification date for 2035 performance), with limited exceptions for death, disability, or a change in control. Regeneron said the structure followed a multi-year Compensation Committee process that incorporated feedback from many of its largest investors.

Earnout spans a performance period from Jan. 1, 2026 through Dec. 31, 2035 and ties to new product filings and FDA approvals plus new product annual revenues in fiscal 2032–2035. Activity-based PSUs include 10,000 units per new molecular entity filing (through 2034), 15,000 per related FDA approval (through 2035), and 12,500 per eligible supplemental approval that expands the patient population. Revenue-based PSUs begin at 250,000 units at $10 billion of new product annual revenues and scale to 1,800,000 at $30 billion, with linear interpolation in between; below $10 billion, no revenue-based PSUs are earned. Maximum earnout opportunities are 2,700,000 PSUs for the CEO and 2,900,000 for the CSO. A relative total shareholder return modifier can adjust earned PSUs by up to ±20% versus the NASDAQ Biotechnology Total Return Index over the full period, and early delivery is subject to holdbacks and multi-year caps.

Regeneron said maximum earnout linked to nearly $30 billion in new product annual revenues would require exceptional pipeline and commercial execution, describing that revenue level as about double the company’s total 2025 revenues. Only sales from products newly approved or acquired during the performance period count (with acquired products limited to amounts above pre-acquisition baselines), and executives must remain in continuous service through applicable measurement dates.

Shares of REGN were about $758.27 in Wednesday’s session, down roughly 5.4% on the day and about 2.3% year to date.

By the numbers

• Grant date: Sept. 24, 2026; performance period: 2026–2035
• Replaces annual LTI equity for CEO/CSO until 2036; mandatory hold into Feb. 2036
• Max earnout: 2.7 million PSUs (CEO) / 2.9 million PSUs (CSO)
• Revenue-based scale: 0 below $10B; 250,000 at $10B; 1.8 million at $30B new product annual revenues
• Relative TSR modifier: up to ±20% vs NASDAQ Biotechnology Total Return Index
• Activity awards: 10,000 / filing; 15,000 / new approval; 12,500 / eligible supplemental

Sources

1. Regeneron Pharmaceuticals, Inc. Form 8-K (Item 5.02), accepted Sept. 30, 2026 4:14:08 p.m. ET, accession 0001104659-26-112340
2. Regeneron Pharmaceuticals, Inc. Form 8-K Exhibit 99.1 (supplemental award information), accession 0001104659-26-112340

This article is for informational and educational purposes only and is not investment advice. It is not a recommendation to buy or sell any security.

Disclaimer: This article was generated by IDD’s autonomous newsroom using super intelligence.