regeneron_def14a.htm
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED
IN PROXY STATEMENT
SCHEDULE 14A
INFORMATION
Proxy Statement
Pursuant to Section 14(a) of the
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No. )
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the
14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[_] Definitive
Additional Materials
REGENERON PHARMACEUTICALS, INC.
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(Name of Registrant as
Specified In Its Charter)
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Filed:
777 Old Saw Mill River Road
Tarrytown, New
York 10591-6707
April 26, 2010
Dear Fellow Shareholder:
It is my pleasure to invite you to
attend the 2010 Annual Meeting of Shareholders of Regeneron Pharmaceuticals, Inc. to be held on Friday,
June 11, 2010 at 10:30 in the morning at the Westchester Marriott Hotel, 670
White Plains Road, Tarrytown, New York 10591.
This year we are using the “Notice and Access” method of providing proxy
materials to you via the Internet. We believe that this new process should
provide you with a convenient and quick way to access your proxy materials and
vote your shares, while allowing us to reduce the costs of printing and
distributing the proxy materials and conserve resources. On or about April 27,
2010, we will mail to our shareholders a Notice of Internet Availability of
Proxy Materials containing instructions on how to access our proxy statement and
our 2009 annual report and vote via the Internet. The Notice also contains
instructions on how to receive a paper copy of the proxy materials and our 2009
annual report.
Each of the Notice of Internet Availability of Proxy Materials that will
be mailed and the Notice of Annual Meeting of Shareholders and proxy statement
contained herein identifies the items we plan to address at the Annual Meeting.
At the Annual Meeting, we will also present a brief report on our business and
give you the opportunity to ask questions of interest to Regeneron’s
shareholders.
Your vote is important. Whether or not you plan to attend the Annual
Meeting, you can cast your vote via the Internet or by telephone, or, if you
requested paper copies of the proxy materials, by completing the accompanying
proxy and returning it in the enclosed prepaid envelope. If you attend the
Annual Meeting, you may vote in person if you wish, even if you previously
submitted a proxy.
I look forward to seeing you on June
11th.
Sincerely, |
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P. Roy Vagelos,
M.D. Chairman of the Board of
Directors
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REGENERON PHARMACEUTICALS, INC.
777 Old Saw
Mill River Road
Tarrytown, New York 10591
____________________
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
____________________
The 2010 Annual Meeting of Shareholders of Regeneron Pharmaceuticals,
Inc. (the “Company”) will be held on Friday, June 11, 2010, commencing at 10:30
a.m., at the Westchester Marriott Hotel, 670 White Plains Road, Tarrytown, New
York, for the following purposes:
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(1) |
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to
elect three directors for a term of three years; |
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(2) |
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to
ratify the appointment of PricewaterhouseCoopers LLP as the Company’s
independent registered public accounting firm for the fiscal year ending
December 31, 2010; and |
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(3) |
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to act
upon such other matters as may properly come before the meeting and any
adjournment(s) or postponement(s)
thereof. |
The board of directors has fixed the close of business on April 14, 2010
as the record date for determining shareholders entitled to notice of, and to
vote at, the Annual Meeting and at any adjournment(s) or postponement(s)
thereof.
Pursuant to the rules of the Securities and Exchange Commission, we have
elected to provide access to our proxy materials over the Internet. Accordingly,
we will mail, beginning on or about April 27, 2010, a Notice of Internet
Availability of Proxy Materials to our shareholders of record and beneficial
owners as of the record date. As of the date of mailing of the Notice of
Internet Availability of Proxy Materials, all shareholders and beneficial owners
will have the ability to access all of the proxy materials on a website
referenced in the Notice of Internet Availability of Proxy
Materials.
The Notice of Internet Availability of Proxy Materials also contains a
toll-free telephone number, an e-mail address, and a website where shareholders
can request a paper or e-mail copy of any of the proxy statement, our 2009
annual report, and/or a form of proxy relating to the Annual Meeting. These
materials are available free of charge. The Notice also contains information on
how to access and vote the form of proxy.
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As Authorized by the Board
of Directors, |
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Stuart Kolinski |
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Senior Vice President, General Counsel
and Secretary |
April 26, 2010 |
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REGENERON PHARMACEUTICALS, INC.
777 Old Saw
Mill River Road
Tarrytown, New York 10591
April 26, 2010
____________________
PROXY
STATEMENT
____________________
GENERAL INFORMATION ABOUT THE MEETING
Where and when will the Annual Meeting be
held?
The Annual Meeting is scheduled for June 11, 2010, commencing at 10:30
a.m., at the Westchester Marriott Hotel, 670 White Plains Road, Tarrytown, New
York 10591.
Why did you receive a notice in the mail
regarding the Internet availability of proxy materials this year instead of a
paper copy of the proxy materials?
The “Notice and Access” rules of the United States Securities and
Exchange Commission (the “SEC”) permit us to furnish proxy materials, including
this proxy statement and our annual report, to our shareholders by providing
access to such documents on the Internet instead of mailing printed copies. Most
shareholders received a Notice of Internet Availability of Proxy Materials (the
“Notice”) and will not receive printed copies of the proxy materials unless they
request them. The Notice will be mailed beginning on or about April 27, 2010.
The Notice includes instructions on how you may access and review all of our
proxy materials via the Internet. The Notice also includes instructions on how
you may vote your shares. If you would like to receive a paper or e-mail copy of
our proxy materials, you should follow the instructions in the Notice for
requesting such materials. Any request to receive proxy materials by mail or
e-mail will remain in effect until you revoke it.
Why didn’t you receive a notice in the mail
about the Internet availability of the proxy materials?
Shareholders who previously elected to access the proxy materials over
the Internet will not receive a notice in the mail about the Internet
availability of the proxy materials. Instead, you should have received an e-mail
with links to the proxy materials and the proxy voting website.
Can you vote your shares by filling out and
returning the Notice?
No. The Notice identifies the items to be voted on at the Annual Meeting,
but you cannot vote by marking the Notice and returning it. The Notice provides
instructions on how to vote by Internet, by requesting and returning a paper
proxy card, or by submitting a ballot in person at the meeting.
Why did we send you the Notice?
We sent you the Notice regarding this proxy statement because Regeneron’s
board of directors is asking (technically called soliciting) holders of the
Company’s common stock, par value $.001 per share, and Class A stock, par value
$.001 per share, to provide proxies to be voted at our 2010 Annual Meeting of
Shareholders or at any adjournment(s) or postponement(s) of the
meeting.
Who is entitled to vote at the Annual Meeting?
Only shareholders of record at the close of business on the record date,
April 14, 2010, are entitled to vote at the Annual Meeting shares of common
stock and/or Class A stock held on that date. As of April 14, 2010, 79,730,517
shares of common stock and 2,182,036 shares of Class A stock were issued and
outstanding. The common stock and the Class A stock vote together on all matters
as a single class, with the common stock being entitled to one vote per share
and the Class A stock being entitled to ten votes per share.
1
What are you being asked to vote on?
We are asking you to vote on:
- the election of three directors
for a three-year term; and
- the ratification of the
appointment of PricewaterhouseCoopers LLP as our independent registered public
accounting firm for 2010.
How can you vote?
You may vote in person at the Annual Meeting or by proxy. We recommend
you vote by proxy even if you plan to attend the meeting. Instructions on voting
by proxy are included below. You can always change your vote at the meeting. The
meeting will be held at the Westchester Marriott Hotel, 670 White Plains Road,
Tarrytown, NY 10591. If you are planning to attend the meeting, directions to
this location are available on our website at www.regeneron.com.
If you attend the Annual Meeting and wish to vote in person, we will give
you a ballot at the meeting. However, if your shares are held in the name of
your broker, bank or other nominee, you must obtain from your nominee and bring
to the Annual Meeting a “legal proxy” authorizing you to vote your “street name”
shares held as of the record date.
How do you vote by proxy?
You may vote by proxy (1) through the Internet at www.proxyvote.com by
11:59 p.m., Eastern Time, on June 10, 2010, (2) by telephone by calling
1-800-690-6903 by 11:59 p.m., Eastern Time, on June 10, 2010, or (3) by mailing
us your completed proxy card. To vote by Internet or telephone, you will need
the 12 digit control number included on the Notice, and the proxy card that you
received if you requested a paper copy of the proxy materials. If your shares
are held in “street name” through a broker, bank, or other nominee, you should
provide written instructions to the nominee on how to vote your shares. You may
also wish to check the voting form used by the firm that holds your shares to
see if it offers telephone or Internet voting.
If you vote by proxy in time for it to be voted at the Annual Meeting,
one of the individuals named as your proxy will vote your shares as you have
directed in your proxy. If you submit a proxy, but no indication is given as to
how to vote your shares as to a proposal, your shares will be voted FOR the proposal.
The board of directors knows of no matter, other than those indicated above
under “What are you being asked to vote on?”, to be presented at the Annual
Meeting. If any other matter properly comes before the Annual Meeting, the
persons named and designated as proxies will vote your shares in their
discretion.
Unlike at our previous annual meetings, brokers holding your shares in
their name will not have discretionary voting authority to vote
those shares with respect to the election of directors (Proposal No. 1).
Therefore, if you do not furnish your broker with voting instructions with
respect to the election of directors, a broker non-vote will result and your
shares will not be voted on Proposal No. 1. Brokers holding your shares in their
name will have discretionary voting authority to vote those shares with respect
to the ratification of the appointment of PricewaterhouseCoopers LLP as the
Company’s independent registered public accounting firm for 2010 (Proposal No.
2) without instruction from you, and, accordingly, broker non-votes will not
occur with respect to Proposal No. 2.
If you are a Regeneron employee or former
employee, how do you vote shares in the Company Stock Fund in your 401(k)
account?
If you participate in the Regeneron Pharmaceuticals, Inc. 401(k) Savings
Plan, you may provide voting instructions to Capital Bank and Trust Company, the
plan’s trustee, (1) through the Internet at www.proxyvote.com by
11:59 p.m., Eastern Time, on June 10, 2010, (2) by calling 1-800-690-6903 by
11:59 p.m., Eastern Time, on June 10, 2010, or (3) by returning your completed
proxy card by mail. The trustee will vote your shares in accordance with your
instructions. If you fail to sign or timely return the proxy voting
instructions, whether by mail, by telephone, or over the Internet, the trustee
will vote your shares as “WITHHELD” with regard to the election of directors
(Proposal No. 1) and “ABSTAIN” with respect to the vote on the proposal to
ratify the appointment of PricewaterhouseCoopers LLP as the Company’s
independent registered public accounting firm for 2010 (Proposal No.
2).
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Can you change your vote or revoke your proxy?
Yes. You may change your vote or revoke your proxy at any time before the
proxy is exercised. If you voted by proxy electronically through the Internet or
by telephone as described above, you may simply vote again at a later date using
the same procedures, in which case the later submitted proxy will be recorded
and the earlier vote revoked. If you submitted your proxy by mail, you must (i)
file with the Secretary of the Company, at or before the taking of the vote at
the Annual Meeting, a written notice of revocation bearing a later date than the
proxy you previously submitted or (ii) duly execute a later dated proxy relating
to the same shares and deliver it to the Secretary of the Company or other
designee before the taking of the vote at the Annual Meeting. Attendance at the
Annual Meeting will not have the effect of revoking a proxy unless you give
written notice of revocation to the Secretary of the Company before the proxy is
exercised or you vote by written ballot at the Annual Meeting. If you hold your
shares through a broker, bank, or other nominee in “street name,” you will need
to contact them or follow the instructions in the voting instruction form used
by the firm that holds your shares to revoke your proxy.
What constitutes a quorum?
The presence at the Annual Meeting, in person or by proxy, of the holders
as of the record date of the shares of common stock and Class A stock having a
majority of the voting power of all shares of common stock and Class A Stock
outstanding on the record date will constitute a quorum for the transaction of
business at the Annual Meeting. Shares held as of the record date by holders who
are present or represented by proxy at the Annual Meeting but who have abstained
from voting or have not voted with respect to some or all of such shares on any
proposal to be voted on at the Annual Meeting will be counted as present for
purposes of establishing a quorum.
What vote is required to approve each item?
The election of directors will be determined by a plurality of the votes
cast in person or by proxy at the Annual Meeting. Approval of the ratification
of the appointment of PricewaterhouseCoopers LLP as the Company’s independent
registered public accounting firm for 2010 requires the affirmative vote of a
majority of the votes cast on the matter in person or by proxy at the Annual
Meeting. If any other matter is properly brought before the Annual Meeting, such
matter also will be determined by the affirmative vote of a majority of the
votes cast in person or by proxy at the Annual Meeting. Shares represented by
proxies which are marked “WITHHELD” with regard to the election of directors
(Proposal No. 1) will be excluded entirely from the vote on this proposal and
thus will have no effect on the outcome of the vote. Shares represented by
proxies which are marked “ABSTAIN” will have no effect on the outcome of the
vote on the proposal to ratify the appointment of PricewaterhouseCoopers LLP as
the Company’s independent registered public accounting firm for 2010 (Proposal
No. 2) because abstentions do not constitute votes cast.
What are the board’s recommendations?
The board of directors recommends
that you vote:
- FOR election of the three nominated directors;
and
- FOR ratification of the appointment of
PricewaterhouseCoopers LLP as the Company’s independent registered public
accounting firm for 2010.
3
PROPOSAL NO. 1: ELECTION OF DIRECTORS
According to the Company’s Certificate of Incorporation, the board of
directors is divided into three classes, denominated Class I, Class II, and
Class III, with members of each class holding office for staggered three-year
terms. There currently are three Class I Directors whose terms expire at the
2010 Annual Meeting, three Class II Directors whose terms expire at the 2011
Annual Meeting, and four Class III Directors whose terms expire at the 2012
Annual Meeting (in all cases, subject to the election and qualification of their
successors and to their earlier death, resignation, or removal).
Biographical information is given below, as of April 14, 2010, for each
nominee for Class I Director whose current term of office expires at the 2010
Annual Meeting, and for each Class II and Class III Director whose term of
office will continue after the 2010 Annual Meeting. None of the corporations or
other organizations referred to below with which a director has been or is
currently employed or otherwise associated is a parent, subsidiary, or affiliate
of the Company. The board of directors, upon the recommendation of the Corporate
Governance Committee, has nominated for election at the 2010 Annual Meeting
Leonard S. Schleifer, M.D., Ph.D., Eric M. Shooter, Ph.D., and George D.
Yancopoulos, M.D., Ph.D. as Class I Directors for a three-year term expiring at
the 2013 Annual Meeting. All of the nominees are presently directors and were
previously elected by the shareholders.
The Board Unanimously Recommends a Vote FOR
the Election of Leonard S. Schleifer, M.D., Ph.D., Eric M. Shooter, Ph.D., and
George D. Yancopoulos, M.D., Ph.D. as Class I Directors for a Term Expiring at
the 2013 Annual Meeting.
Nominees for Class I Directors for Election at
the 2010 Annual Meeting
for a Term Expiring at the 2013 Annual
Meeting
Leonard S.
Schleifer, M.D., Ph.D. |
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LEONARD S. SCHLEIFER, M.D., Ph.D.,
57, founded the Company in 1988, has been a Director and its President and
Chief Executive Officer since its inception, and served as Chairman of the
Board from 1990 through 1994. Dr. Schleifer is a licensed physician and is
certified in Neurology by the American Board of Psychiatry and Neurology.
With more than 22 years of experience as Chief Executive Officer of the
Company, Dr. Schleifer brings to the board an incomparable knowledge of
the Company, significant leadership experience, and an in-depth
understanding of the complex research, drug development, and business
issues facing companies in the biopharmaceutical industry. Dr. Schleifer’s
significant industry and leadership experience, as well as his extensive
knowledge of the Company, led to the board’s decision to nominate Dr.
Schleifer for reelection to the board. |
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Eric M. Shooter,
Ph.D. |
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ERIC M. SHOOTER, Ph.D., 85, a
co-founder of the Company, has been a Director since 1988. Dr. Shooter has
been a Professor at Stanford University School of Medicine since 1968 and
is now a Professor Emeritus. He was the founding Chairman of the
Department of Neurobiology at Stanford University School of Medicine in
1975 and served as its Chairman until 1987. Dr. Shooter is a Fellow of the
Royal Society of London and a member of the National Academy of Sciences.
Dr. Shooter is a respected pioneer and thought leader in the area of
neurobiology research who is perhaps best known for discovering the
protein known as nerve growth factor, or NGF. Dr. Shooter’s extensive
research experience and his distinguished scientific and academic
background led to the board’s decision to nominate Dr. Shooter for
reelection to the board. |
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George
D. Yancopoulos, M.D., Ph.D. |
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GEORGE D. YANCOPOULOS, M.D.,
Ph.D., 50, has been Executive Vice President, Chief Scientific Officer,
and President, Regeneron Research Laboratories, since December 2000 and a
Director since 2001. Prior to that date, he was Senior Vice President,
Research, a position he held since June 1997, and Chief Scientific
Officer, a position he held since January 1998. Dr. Yancopoulos was Vice
President, Discovery from January 1992 until June 1997, Head of Discovery
from January 1991 to January 1992, and Senior Staff Scientist from March
1989 to January 1991. Dr. Yancopoulos is a member of the National Academy
of Sciences. As one of the few members of the National Academy of Sciences
from industry and as an author of a substantial number of scientific
publications, Dr. Yancopoulos has a distinguished record of scientific
expertise. Dr. Yancopoulos also brings to the board his experience in
leading and managing a complex research and development organization and
his in-depth knowledge of the Company’s technologies and research and
development programs. Dr. Yancopoulos’ significant industry and scientific
experience, as well as his extensive knowledge of the Company, led to the
board’s decision to nominate Dr. Yancopoulos for reelection to the
board. |
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Class II Directors
Continuing in Office Term Expires at the 2011 Annual
Meeting |
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Alfred G. Gilman, M.D.,
Ph.D. |
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ALFRED G. GILMAN, M.D., Ph.D., 68,
a co-founder of the Company, has been a Director of the Company since July
1990. Dr. Gilman is the chief scientific officer of the Cancer Prevention
and Research Institute of Texas and Regental Professor of Pharmacology
Emeritus at The University of Texas Southwestern Medical Center at Dallas.
He previously served as executive vice president for academic affairs and
provost of The University of Texas Southwestern Medical Center at Dallas,
dean of The University of Texas Southwestern Medical School, and professor
of pharmacology at The University of Texas Southwestern Medical Center.
Dr. Gilman is a member of the National Academy of Sciences, and he
received the Nobel Prize for Physiology or Medicine in 1994. Dr. Gilman is
a member of the Board of Directors of Eli Lilly & Company. Dr.
Gilman’s distinguished scientific and academic background, including his
receipt of the Nobel Prize for Physiology or Medicine in 1994, and his
leadership positions at the Cancer Prevention and Research Institute of
Texas, The University of Texas Southwestern Medical Center at Dallas, and
The University of Texas Southwestern Medical School, together with his
extensive experience as a director of the Company and of a leading
pharmaceutical company, led the board to conclude that Dr. Gilman should
serve as a director. |
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Joseph L.
Goldstein, M.D. |
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JOSEPH L. GOLDSTEIN, M.D., 69, has
been a Director of the Company since June 1991. Dr. Goldstein has been a
Professor of Molecular Genetics and Internal Medicine and the Chairman of
the Department of Molecular Genetics at The University of Texas
Southwestern Medical Center at Dallas since 1977. Dr. Goldstein is a
member of the National Academy of Sciences. Drs. Goldstein and Brown
jointly received the Nobel Prize for Physiology or Medicine in 1985. Dr.
Goldstein’s extensive research experience, his distinguished scientific
and academic credentials, including his receipt of the Nobel Prize for
Physiology or Medicine in 1985, and his substantial understanding of the
Company gained through his service as a director since 1991, led the board
to conclude that Dr. Goldstein should serve as a director. |
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P. Roy Vagelos,
M.D. |
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P. ROY VAGELOS, M.D., 80, has been
Chairman of the Board of the Company since January 1995. Prior to joining
Regeneron, Dr. Vagelos was Chairman of the Board and Chief Executive
Officer of Merck & Co., Inc., a global pharmaceutical company. He joined Merck in 1975, became a director in
1984, President and Chief Executive Officer in 1985, and Chairman in 1986.
Dr. Vagelos retired from all positions with Merck in 1994. Dr. Vagelos was
on the Board of Directors of Theravance, Inc. through April 2010. During
his tenure as Chairman of the Company and previously as Chairman and Chief
Executive Officer of Merck, Dr. Vagelos developed an extensive
understanding of the complex business, operational, scientific,
regulatory, and commercial issues facing the pharmaceutical industry. Dr.
Vagelos’s tenure and experience with the Company and Merck, his extensive
understanding of the pharmaceutical industry, his substantial leadership
experience, and his significant understanding of the Company led the board
to conclude that he should serve as a director. |
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Class III
Directors Continuing in Office Term Expires at the 2012 Annual
Meeting |
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Charles A. Baker |
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CHARLES A. BAKER, 77, has been a
Director of the Company since February 1989. In September 2000, Mr. Baker
retired as Chairman, President, and Chief Executive Officer of The
Liposome Company, Inc., a biopharmaceutical company, a position he had
held since December 1989. During his career, Mr. Baker served in a senior
management capacity in various other pharmaceutical companies, including
tenures as Group Vice President, Squibb Corporation (now Bristol-Myers
Squibb) and President, Squibb International, and various senior executive
positions at Abbott Laboratories and Pfizer Inc. Mr. Baker is a member of
the Board of Directors of Progenics Pharmaceuticals, Inc. Mr. Baker’s
substantial commercial experience gained from leadership roles at
biopharmaceutical and pharmaceutical companies, his extensive industry
knowledge, his having overseen the approval, manufacture, and marketing of
pharmaceutical products throughout the world and having led a
biotechnology company to sustained profitability, and his significant
understanding of the Company led the board to conclude that he should
serve as a director. |
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Michael S. Brown,
M.D. |
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MICHAEL S. BROWN, M.D., 69, has
been a Director of the Company since June 1991. Dr. Brown holds the
Distinguished Chair in Biomedical Sciences, a position he has held since
1989, is a Regental Professor of Molecular Genetics and Internal Medicine,
and the Director of the Jonsson Center for Molecular Genetics at The
University of Texas Southwestern Medical Center at Dallas, positions he
has held since 1985. Drs. Brown and Goldstein jointly received the Nobel
Prize for Physiology or Medicine in 1985. Dr. Brown is a member of the
National Academy of Sciences, the Institute of Medicine and Foreign Member
of the Royal Society (London). Dr. Brown is a member of the Board of
Directors of Pfizer Inc. Dr. Brown’s distinguished scientific and academic
background, including his receipt of the Nobel Prize for Physiology or
Medicine in 1985, and his significant industry experience gained through
his service on the boards of directors at the Company and a leading
pharmaceutical company, led the board to conclude that Dr. Brown should
serve as a director. |
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Arthur F.
Ryan |
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ARTHUR F. RYAN, 67, has been a
Director of the Company since January 2003. In 2008, Mr. Ryan retired as
the Chairman of the Board of Prudential Financial, Inc., one of the
largest diversified financial institutions in the world. He served as
Chief Executive Officer of Prudential until December 2007. Prior to
joining Prudential in December 1994, Mr. Ryan served as President and
Chief Operating Officer of Chase Manhattan Bank since 1990. Mr. Ryan ran
Chase’s worldwide retail bank between 1984 and 1990. Mr. Ryan is a
non-executive director of the Royal Bank of Scotland Group plc. Mr. Ryan’s
substantial leadership experience as a chief executive officer of leading
companies in the banking and insurance industries, and his extensive
business experience and financial expertise, led the board to conclude
that Mr. Ryan should serve as a director. |
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George L. Sing |
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GEORGE L. SING, 60, has been a
Director of the Company since January 1988. Since 1998, he has been a
Managing Director of Lancet Capital, a venture capital investment firm in
the healthcare field. Since January 2004, Mr. Sing has served as Chief
Executive Officer of Stemnion, Inc., a bio-medical company in the
regenerative medicine field. Mr. Sing’s extensive healthcare expertise as
a healthcare venture capital investor and bio-medical company chief
executive officer, his executive leadership experience, and his
substantial knowledge of the Company, led the board to conclude that Mr.
Sing should serve as a director. |
7
Procedures Relating to
Nominees
The Corporate Governance Committee will consider a nominee for election
to the board of directors recommended by a shareholder of record, if the
shareholder submits the nomination in compliance with the requirements of our
by-laws and the Guidelines Regarding Director Nominations, which are available
on our website at www.regeneron.com
under the “Corporate Governance” heading on the “About Us” page.
In considering potential candidates for the board of directors, the
Corporate Governance Committee considers factors such as whether or not a
potential candidate: (1) possesses relevant expertise; (2) brings skills and
experience complementary to those of the other members of the board; (3) has
sufficient time to devote to the affairs of the Company; (4) has demonstrated
excellence in his or her field; (5) has the ability to exercise sound business
judgment; (6) has the commitment to rigorously represent the long-term interests
of the Company’s shareholders; and (7) such other factors as the Corporate
Governance Committee may determine from time to time.
Candidates for director are reviewed in the context of the current
composition of the board of directors, the operating requirements of the
Company, and the long-term interests of the shareholders. In conducting the
assessment, the Committee considers diversity, skills, experience, and such
other factors as it deems appropriate, given the current needs of the board and
the Company to maintain a balance of knowledge, experience, and capabilities.
When recommending a slate of director nominees each year, the Corporate
Governance Committee reviews the current composition of the board of directors
in order to recommend a slate of directors who, with the continuing directors,
will provide the board with the requisite diversity of skills, expertise,
experience, and viewpoints necessary to effectively fulfill its duties and
responsibilities.
In the case of an incumbent director
whose term of office is set to expire, the Corporate Governance Committee reviews such director’s overall
service to the Company during the director’s term and also considers the
director’s interest in continuing as a member of the board. In the case of a new
director candidate, the Corporate Governance Committee also reviews whether the
nominee is “independent,” based on applicable NASDAQ listing standards and
applicable SEC and New York State rules and regulations, if
necessary.
The Corporate Governance Committee
may employ a variety of methods for identifying and evaluating nominees for the
board of directors. The Corporate Governance Committee may consider candidates
recommended by other directors, management, search firms, shareholders, or other
sources. Candidates recommended by shareholders will be evaluated on the same
basis as candidates recommended by our directors or management or by third party
search firms or other sources. Candidates may be evaluated at regular or special
meetings of the Corporate Governance Committee.
Shareholder Communications with
Directors
The Company has established a process for shareholders to send
communications to the members of the board of directors. Shareholders may send
such communications by mail addressed to the full board, a specific member or
members of the board, or to a particular committee of the board, at 777 Old Saw
Mill River Road, Tarrytown, New York 10591, Attention: Corporate Secretary. All
such communications will be opened by our Corporate Secretary for the sole
purpose of determining whether the contents represent a message to our
directors. Any contents that are not in the nature of advertising, promotions of
a product or service, or patently offensive material will be forwarded promptly
to the addressee. In the case of communications to the board or any individual
director or group or committee of directors, the Corporate Secretary will make
sufficient copies of the contents to send to such director or each director who
is a member of the group or committee to which the envelope is
addressed.
Board Committees
The board has a standing Audit Committee established in accordance with
Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended, a
Compensation Committee, and a Corporate Governance Committee, each of which is
comprised entirely of independent directors. The board also has a standing
Technology Committee. The board has adopted charters for the Audit Committee,
Compensation Committee, Corporate Governance Committee, and Technology
Committee, current copies of which are available on our website at www.regeneron.com
under the “Corporate Governance” heading on the “About Us” page. Set forth below
is a summary description of our board committees.
8
BOARD COMMITTEES AND MEETINGS
We show below information on the membership, key functions, and number of
meetings of each board committee during 2009. There were no changes in committee
membership from 2008.
|
|
|
|
Number
of |
|
|
|
|
Meetings |
Name of Committee and
Members |
|
Key Functions of the
Committee |
|
Held in 2009 |
AUDIT |
|
|
|
|
|
|
|
|
|
George L. Sing,
Chairman Charles A. Baker Arthur F. Ryan
|
|
- Select the independent
registered public accounting firm, review and approve its engagement
letter, and monitor its independence and performance.
- Review the overall scope and
plans for the annual audit by the independent registered public
accountants.
- Approve performance of
non-audit services by the independent registered public accounting firm and
evaluate the performance and independence of the independent registered public accounting
firm.
- Review and approve the
Company’s periodic financial statements and the results of the year-end
audit.
- Review and discuss the
adequacy and effectiveness of the Company’s accounting and internal
control policies and procedures.
- Evaluate the internal audit
process for establishing the annual audit plan; review and approve the
appointment and replacement of the Company’s Chief Audit Executive, if applicable, and
any outside entities
providing internal audit services and evaluate their performance on an annual
basis.
- Review the independent
registered public accounting firm’s recommendations concerning the
Company’s financial practices and procedures.
- Establish procedures for the
receipt, retention, and treatment of complaints received by the Company
regarding accounting, internal accounting controls or auditing matters and for the
confidential, anonymous
submission by employees of concerns regarding questionable accounting or auditing
matters.
- Review and approve any
related person transaction.
- Prepare an annual report of
the Audit Committee for inclusion in the proxy statement and annually evaluate
the Audit Committee Charter.
- Discuss with management the
Company’s major financial risk exposures and the steps management has taken to monitor
and control such
exposures.
|
|
10 |
|
|
|
|
|
COMPENSATION |
|
|
|
|
|
|
|
|
|
Arthur F. Ryan,
Chairman Charles A. Baker Joseph L. Goldstein,
M.D. George L. Sing
|
|
- Evaluate the performance of
the Chief Executive Officer and other executive officers of the Company and,
subject to obtaining prior approval of the Chief Executive Officer’s compensation by the
non-employee members of
the board of directors, approve compensation for such employees.
- Approve the total
compensation budget for all Company employees.
- Oversee the Company’s
compensation and benefit philosophy and programs generally.
- Prepare an annual report of
the Compensation Committee for inclusion in the proxy statement.
- Review and approve the
Compensation Discussion and Analysis to be included in the Company’s proxy
statement.
|
|
8 |
9
|
|
|
|
Number of |
|
|
|
|
Meetings |
Name of Committee and
Members |
|
|
Key Functions of the
Committee |
|
Held in 2009 |
CORPORATE GOVERNANCE |
|
|
|
|
|
|
|
|
|
Alfred G. Gilman,
M.D., Ph.D., Chairman Michael S. Brown, M.D. Arthur F. Ryan
|
|
- Identify qualified
individuals to become members of the board and recommend such candidates to the
board.
- Assess the functioning of
the board and its committees and make recommendations to the board
concerning the appropriate size, function, and needs of the board.
- Make recommendations to the
board regarding non-employee director compensation.
- Make recommendations to the
board regarding corporate governance matters and practices.
|
|
3
|
|
|
|
|
|
TECHNOLOGY
|
|
|
|
|
|
|
|
|
|
Michael S. Brown,
M.D., Chairman Alfred G. Gilman, M.D., Ph.D. Joseph
L. Goldstein, M.D. Eric
M. Shooter, Ph.D. P. Roy Vagelos, M.D. Leonard S. Schleifer, M.D.,
Ph.D.* George D. Yancopoulos, M.D., Ph.D.*
|
|
- Review and evaluate the
Company’s research and clinical development programs, plans, and policies.
|
|
2
|
____________________
The board of directors has adopted a code of business conduct and ethics
that applies to all of our employees, officers, and directors. You can find
links to this code on our website at www.regeneron.com
under the “Corporate Governance” heading on the “About Us” page. We may satisfy
the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment
to, or a waiver from, a provision of our code of business conduct and ethics
that applies to our principal executive officer or our principal financial and
accounting officer by posting such information on our website (www.regeneron.com)
where it is accessible through the same link noted above.
The board of directors has determined that each of the following
directors is independent as defined in the listing standards of The NASDAQ Stock
Market LLC: Charles A. Baker, Michael S. Brown, M.D., Alfred G. Gilman, M.D.,
Ph.D., Joseph L. Goldstein, M.D., Arthur F. Ryan, Eric M. Shooter, Ph.D., and
George L. Sing.
The board of directors has determined that each of the current members of
the Audit Committee, Messrs. Baker, Ryan, and Sing, is an “audit committee
financial expert” as that term is defined in Item 407(d)(5)(ii) of Regulation
S-K under the Securities Exchange Act of 1934, as amended, meets the required
standards for independence set forth in Rule 10A-3(b)(1) under the Securities
Exchange Act of 1934, as amended, and is independent as defined for audit
committee members in the listing standards of The NASDAQ Stock Market
LLC.
Board Leadership and Role in Risk
Oversight
The board of directors recognizes that one of its key responsibilities is
to establish and evaluate an appropriate leadership structure for the board so
as to provide effective oversight of management. Since 1995, the board has
separated the roles of the Chief Executive Officer and the Chairman of the
Board, with Dr. Vagelos serving as Chairman. Dr. Vagelos’s extensive leadership
experience, his business acumen, and his deep understanding of the healthcare
industry have made him an invaluable resource to both the board and Dr.
Schleifer. The board has determined that its current leadership structure is
appropriate for the Company at this time.
The board executes its oversight responsibility for risk management
directly and through its Committees, as follows:
- The Audit Committee oversees the
Company’s risk management program. The Company’s Chief Audit Executive, who reports independently to the
Committee, facilitates the risk management program. Audit Committee meetings include discussions of
specific risk areas throughout the year, as well as semi-annual reports from the Chief Audit
Executive on the Company’s enterprise risk profile.
10
- The Compensation and Technology
Committees oversee risks associated with their respective areas of
responsibility. As part of its overall
review of the Company’s compensation policies and practices, the Compensation Committee generally considers
the risks associated with these policies and practices. The Technology Committee considers risks
associated with our research and development programs.
- The board is kept abreast of its
Committees’ risk oversight and other activities via reports of the
Committee chairmen to the full board
at regular board meetings. The board considers specific risk topics, including risks associated with our
strategic plan, our finances, and our development activities. In addition, the board receives detailed
regular reports from members of our senior management that include discussions of the risks and
exposures involved in their respective areas of responsibility. Further, the board is routinely informed by
the appropriate members of senior management of developments internal and external to the
Company that could affect our risk profile.
Board Meetings and Attendance of Directors
The board held five regular meetings and two special meetings in 2009.
All directors attended more than 75% of the total number of meetings of the
board and committees of the board held while they were members. The board
conducts executive sessions of independent directors following each regularly
scheduled board meeting. Board members are expected to attend the Company’s
Annual Meeting of Shareholders absent a pressing reason, although the Company
has no formal policy on the matter. All of the directors, with the exception of
Dr. Gilman, attended our 2009 Annual Meeting of Shareholders.
Compensation of Directors
The board of directors determines the compensation of non-employee
directors in conjunction with recommendations made by the Corporate Governance
Committee. The Corporate Governance Committee evaluates the appropriate level
and form of compensation for non-employee directors at least annually and
recommends changes to the board of directors when appropriate. In determining
compensation recommendations for the non-employee directors, the Corporate
Governance Committee considers the qualifications, expertise, and demands of our
directors and benchmarks the Company’s practices against similar companies in
the biotechnology industry. The Corporate Governance Committee did not recommend
any changes in compensation for non-employee directors for 2009.
Directors who are employees receive no additional compensation for
serving on our board of directors or its committees. Non-employee directors
receive an annual retainer of $15,000 and a fee of $5,000 for each regular board
meeting attended in person or, once a year, by telephone or videoconference. The
Chairman of the Audit Committee receives an additional retainer of $5,000 per
year. Each non-employee director also receives an annual committee fee of $5,000
for his service on each standing committee of the board of which he is a member.
Non-employee directors are reimbursed for their actual expenses incurred in
connection with their activities as directors, which may include travel, hotel,
and food and entertainment expenses.
Pursuant to the terms of our Amended and Restated 2000 Long-Term
Incentive Plan, each non-employee director receives an automatic grant of a
stock option to purchase 15,000 shares of common stock on the first business day
of each year, with an exercise price equal to the fair market value of a share
of common stock on the date of grant. These stock options become exercisable as
to one-third of the shares on the anniversary of the date of grant in each of
the three subsequent calendar years, subject to continued service on the board,
and generally expire ten years following the date of grant.
Since 2002, stock options granted to non-employee directors have included
a double-trigger “change of control” provision, which would cause the immediate
vesting of the stock options in the event that a director’s service as a member
of the board is terminated without cause within two years of a change of control
of the Company. Each non-employee director would have the right to nullify this
acceleration of vesting, in whole or in part, if it would cause the director to
pay excise taxes under the requirements of the Internal Revenue Code.
On December 31, 1998, we entered into an employment agreement with the
Chairman of the board of directors, Dr. Vagelos. Dr. Vagelos did not become an
officer of the Company or change his title. Pursuant to the terms of his
employment agreement, Dr. Vagelos receives an annual salary of $100,000. In the
employment
11
agreement, we agreed to
recommend to the Compensation Committee that Dr. Vagelos be granted stock option
grants for calendar years 2000 through 2003 in the amount of the greater of (a)
125,000 shares or (b) 125% of the highest annual option award granted to an
officer of the Company.
On December 18, 2009, the Compensation Committee granted Dr. Vagelos
stock options to purchase 312,500 shares of common stock, at an exercise price
of $21.25 per share, the fair market value per share of our common stock on the
date of grant. In making this award, the Compensation Committee took into
consideration the Company’s past compensation practices and Dr. Vagelos’s active
involvement in and significant contributions to the Company in 2009. The stock
option award granted to Dr. Vagelos vests ratably over four years and contains
“change of control” provisions identical to the ones described above for the
non-employee directors. Pursuant to the terms of Dr. Vagelos’s employment
agreement, if he dies or is disabled during the term of his employment, all
stock options granted to him by the Company will immediately become vested and
exercisable.
The following table and explanatory footnotes provide information with
respect to compensation paid to Dr. Vagelos and each non-employee director for
their service in 2009 in accordance with the policies, plans, and employment
agreement described above:
DIRECTOR COMPENSATION
|
|
|
|
|
|
|
|
|
|
Change in |
|
|
|
|
|
|
|
Fees |
|
|
|
|
|
|
|
pension value and |
|
|
|
|
|
|
|
earned |
|
|
|
Option |
|
Non-equity |
|
non-qualified |
|
|
|
|
|
|
|
or paid |
|
Stock |
|
awards |
|
incentive
plan |
|
deferred |
|
All other |
|
|
|
|
in cash |
|
awards |
|
($) |
|
compensation |
|
compensation |
|
compensation |
|
Total |
Name |
|
|
($) |
|
($) |
|
(1) (2) |
|
($) |
|
earnings |
|
($) |
|
($) |
(a) |
|
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
(f) |
|
(g) |
|
(h) |
Charles A. Baker |
|
50,000 |
|
— |
|
179,677 |
|
— |
|
— |
|
— |
|
|
229,677 |
Michael S. Brown, M.D. |
|
50,000 |
|
— |
|
179,677 |
|
— |
|
— |
|
— |
|
|
229,677 |
Alfred G. Gilman, M.D., Ph.D. |
|
50,000 |
|
— |
|
179,677 |
|
— |
|
— |
|
— |
|
|
229,677 |
Joseph L. Goldstein, M.D. |
|
50,000 |
|
— |
|
179,677 |
|
— |
|
— |
|
— |
|
|
229,677 |
Arthur F. Ryan |
|
55,000 |
|
— |
|
179,677 |
|
— |
|
— |
|
— |
|
|
234,677 |
Eric M. Shooter, Ph.D. |
|
40,000 |
|
— |
|
179,677 |
|
— |
|
— |
|
— |
|
|
219,677 |
George L. Sing |
|
55,000 |
|
— |
|
179,677 |
|
— |
|
— |
|
— |
|
|
234,677 |
P. Roy Vagelos, M.D. |
|
|
|
— |
|
4,245,219 |
|
— |
|
— |
|
100,000 |
(3) |
|
4,345,219 |
____________________
1) |
|
The
amounts in column (d) reflect the aggregate grant date fair value of
option awards during the year ended December 31, 2009 pursuant to the
Company’s 2000 Long-Term Incentive Plan. Assumptions used in the
calculation of this amount are included in footnote 13 to the Company’s
audited financial statements for the fiscal year ended December 31, 2009
included in the Company’s Annual Report on Form 10-K filed with the
Securities and Exchange Commission on February 18, 2010. |
|
2) |
|
At
December 31, 2009, the listed directors had the following stock option
awards outstanding: Mr. Baker: 150,000; Dr. Brown: 150,000; Dr. Gilman:
150,000; Dr. Goldstein: 150,000; Mr. Ryan: 115,000; Dr. Shooter: 135,000;
Mr. Sing: 150,000; and Dr. Vagelos: 3,062,500. |
|
3) |
|
Amount
reflects the salary paid pursuant to the terms of our employment agreement
with Dr. Vagelos. |
12
EXECUTIVE OFFICERS OF THE COMPANY
All officers of the Company are appointed annually and serve at the
pleasure of the board of directors. The names, positions, ages, and background
of the Company’s executive officers are set forth below. Except as identified
below, there are no family relationships between any of our directors and
executive officers. None of the corporations or other organizations referred to
below with which an executive officer has previously been employed or otherwise
associated is a parent, subsidiary, or affiliate of the Company.
LEONARD S. SCHLEIFER, M.D., Ph.D., 57, founded the Company in 1988, has been a
Director and its President and Chief Executive Officer since its inception, and
served as Chairman of the Board from 1990 through 1994. Dr. Schleifer received
his M.D. and Ph.D. in Pharmacology from the University of Virginia. Dr.
Schleifer is a licensed physician and is certified in Neurology by the American
Board of Psychiatry and Neurology.
GEORGE D. YANCOPOULOS, M.D., Ph.D., 50, has been Executive Vice President, Chief
Scientific Officer and President, Regeneron Research Laboratories since December
2000 and a Director since 2001. Prior to that date, he was Senior Vice
President, Research, a position he held since June 1997, and Chief Scientific
Officer, a position he held since January 1998. Dr. Yancopoulos was Vice
President, Discovery from January 1992 until June 1997, Head of Discovery from
January 1991 to January 1992, and Senior Staff Scientist from March 1989 to
January 1991. He received his Ph.D. in Biochemistry and Molecular Biophysics and
his M.D. from Columbia University. Dr. Yancopoulos is a member of the National
Academy of Sciences.
MICHAEL ABERMAN, M.D., 39, has been Vice President, Strategy and Investor Relations, since March
2010. Prior to joining the Company, he spent six years as a Wall Street analyst
covering the biotechnology industry. From March 2006 until joining the Company,
he was Director and Senior Biotechnology Analyst at Credit Suisse. Prior to
that, from March 2004 until March 2006, he worked as a Biotechnology Analyst at
Morgan Stanley, Inc. From February 2002 through March 2004, Dr. Aberman was
Director of Business Development at Antigenics Inc., an oncology-focused
biotechnology company. Dr. Aberman received his M.D. with honors from the
University of Toronto and his M.B.A. from the Wharton School of the University
of Pennsylvania.
PETER G. DWORKIN, 57, has been Vice President, Corporate Communications since March 2010.
Prior to that date, he served as Vice President, Investor Relations and
Communications, a position he held since January 2009. Prior to joining the
Company, Mr. Dworkin was Vice President, Investor Relations and Corporate
Communications of Applera Corporation, a life sciences company, a position he
held since 2003. Previously, he was Vice President, Investor Relations of
Applera from 2001 to 2003 and Director, Investor Relations of Applera’s Applied
Biosystems Group from 1999 to 2001. Mr. Dworkin managed investor relations and
corporate communications for Matrix Pharmaceutical, Inc. from 1996 to 1999 and
for Protein Design Labs, Inc. from 1992 to 1996. Previously, he was a business
journalist with Fortune magazine, the San Francisco Chronicle, and U.S. News
& World Report magazine. He received his M.B.A. from the University of
California at Berkeley’s Haas School of Business.
MURRAY A. GOLDBERG, 65, has been Senior Vice President, Finance and Administration, Chief
Financial Officer, Treasurer, and Assistant Secretary since December 2000. Prior
to that date, he was Vice President, Finance and Administration, Chief Financial
Officer, and Treasurer, positions he held since March 1995, and Assistant
Secretary, a position he held since January 2000. Prior to joining the Company,
Mr. Goldberg was Vice President, Finance, Treasurer, and Chief Financial Officer
of PharmaGenics, Inc., a biotechnology company, from February 1991 and a
Director of that company from May 1991. From 1987 to 1990, Mr. Goldberg was
Managing Director, Structured Finance Group at the Chase Manhattan Bank, N.A.
and from 1973 to 1987 he served in various managerial positions in finance and
corporate development at American Cyanamid Company, a diversified industrial
company. Mr. Goldberg received his M.B.A. from the University of Chicago and a
M.Sc. in Economics from the London School of Economics.
STUART A. KOLINSKI, 44, has been Senior Vice President, General Counsel, and Secretary since
January 2007. Prior to that date, he served as Vice President, General Counsel
and Secretary, a position he held since September 2000. Prior to joining the
Company, Mr. Kolinski was an Assistant General Counsel at Warner-Lambert
Company, a global pharmaceutical company. Mr. Kolinski was employed by
Warner-Lambert Company from September 1994 until August 2000. Prior to joining
Warner-Lambert Company, Mr. Kolinski was an associate with the law firm of
Simpson Thacher & Bartlett LLP. Mr. Kolinski received his J.D. from New York
University School of Law.
13
DOUGLAS S. McCORKLE, 53, has been Vice President, Controller and Assistant Treasurer since
2007. Prior to that date, he served as Controller and Assistant Treasurer since
1998. Prior to joining the Company, Mr. McCorkle was Controller of Intergen
Company, a manufacturer of biopharmaceutical products, a position he held since
1997. From 1990 to 1996, Mr. McCorkle was employed with Coopers & Lybrand
L.L.P. as a Business Assurance team member of the firm’s “middle market”
practice, where he served in various positions including Audit Manager from 1995
to 1996. Mr. McCorkle is a Certified Public Accountant in the State of New
York.
PETER POWCHIK, M.D., 53, has been Senior Vice President, Clinical Development since joining
the Company in October 2006. Prior to joining the Company, Dr. Powchik was
employed at several pharmaceutical companies, serving as Senior Vice President
and Chief Medical Officer of Chugai Pharma USA, a position he held from May 2005
until October 2006. From April 2001 until May 2005, he held various senior
clinical development positions at Novartis Pharmaceuticals Corporation, most
recently as Vice President, US Clinical Development and Medical Affairs. Dr.
Powchik held various clinical development positions with Sepracor Inc. and
Pfizer Inc. from October 1996 to April 2001. Dr. Powchik received his M.D. from
New York University School of Medicine.
WILLIAM G. ROBERTS, M.D., 52, has been Vice President, Regulatory Development and Medical Safety
since June 2007. Prior to that date, he served as Vice President, Regulatory
Development, a position he held since May 1999. From 1993 until joining the
Company, Dr. Roberts was employed by Merck & Co., Inc., a global
pharmaceutical company, as an Associate Director, Gastroenterology Clinical
Research and, subsequently, Director, Regulatory Affairs. He received his M.D.
from the Columbia University College of Physicians & Surgeons. Dr. Roberts
is a son-in-law of our Chairman, Dr. Vagelos.
NEIL STAHL, Ph.D., 53, has been Senior Vice President, Research and Development Sciences
since January 2007. Prior to that date, he served as Senior Vice President,
Preclinical Development and Biomolecular Sciences, a position he held since
December 2000. Prior to that date, he was Vice President, Preclinical
Development and Biomolecular Sciences, a position he held since January 2000. He
joined the Company in 1991. Before becoming Vice President, Biomolecular
Sciences in July 1997, Dr. Stahl was Director, Cytokines and Signal
Transduction. Dr. Stahl received his Ph.D. in Biochemistry from Brandeis
University.
ROBERT J. TERIFAY, 50, has been Senior Vice President, Commercial since joining the Company
in February 2007. Prior to joining the Company, Mr. Terifay was employed at
several biopharmaceutical companies. From January to October 2006, Mr. Terifay
served as President and Chief Operating Officer of Arginox Pharmaceuticals.
Prior to Arginox, Mr. Terifay was Senior Vice President, Business Operations at
Synta Pharmaceuticals from March to December 2005. From February 2002 until
March 2005, he held various senior commercial and marketing positions at
Millennium Pharmaceuticals, Inc., most recently as Senior Vice President,
Oncology Commercial. Mr. Terifay was Vice President Marketing at Cor
Therapeutics, Inc. from 1996 until its acquisition by Millennium
Pharmaceuticals, Inc. in February 2002. Mr. Terifay was Executive Vice President
of Strategic Services at Saatchi & Saatchi, an advertising firm, from 1993
to 1996. From 1985 to 1993, he held various commercial and marketing positions
at G.D. Searle & Company. Mr. Terifay received his Master of Management
degree in Marketing and Health Service Management from the J.L. Kellogg Graduate
School of Management, Northwestern University.
DANIEL P. VAN PLEW, 37, has been Senior Vice President and General Manager, Industrial
Operations and Product Supply since April 2008. Prior to that date, he served as
Vice President and General Manager, Industrial Operations and Product Supply
since joining the Company in July 2007. From 2006 until July 2007, Mr. Van Plew
served as Executive Vice President, R&D and Technical Operations of Crucell
Holland B.V., a global biopharmaceutical company. Between 2004 and 2006, Mr. Van
Plew held positions of increasing responsibility at Chiron Biopharmaceuticals,
part of Chiron Corporation, a biotechnology company, most recently as Senior
Director, Vacaville Operations. From 1998 until 2004, Mr. Van Plew held various
managerial positions in the health and life sciences practice at Accenture,
Ltd., a management consulting business. Mr. Van Plew received his M.S. in
Chemistry from The Pennsylvania State University and his M.B.A. from Michigan
State University.
14
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of April 14, 2010, the number of
shares of the Company’s Class A stock and common stock beneficially owned by
each of the Company’s directors, each of the Named Officers referred to under
“Executive Compensation,” and all directors and executive officers as a group,
based upon information obtained from such persons, and the percentage that such
shares represent of the number of shares of outstanding common stock and Class A
stock, respectively.
The Class A stock is convertible on a share-for-share basis into common
stock. The Class A stock is entitled to ten votes per share and the common stock
is entitled to one vote per share. We have determined beneficial ownership in
accordance with the rules of the Securities and Exchange Commission. Except as
otherwise indicated in the footnotes below, we believe, based on the information
furnished or otherwise available to us, that the persons named in the table
below have sole voting and investment power with respect to all shares of Class
A stock and common stock shown as beneficially owned by them, subject to
applicable community property laws. We have based our calculation of percentage
of shares of a class beneficially owned on 2,182,036 shares of Class A stock and
79,730,517 shares of common stock outstanding as of April 14, 2010, except that
for each person listed who beneficially owns Class A stock (and for directors
and executive officers as a group), the number of shares of common stock
beneficially owned by that person (and by directors and executive officers as a
group) and the percentage of common stock shown assumes the conversion on April
14, 2010 of all shares of Class A stock listed as beneficially owned by such
person (or persons in the case of directors and executive officers as a group)
into common stock and also that no other shares of Class A stock beneficially
owned by others are so converted.
In computing the number of shares of common stock beneficially owned by a
person (and by directors and executive officers as a group) and the percentage
ownership of common stock of such person (and by directors and executive
officers as a group), shares of common stock subject to options held by that
person (and by directors and executive officers as a group) that are currently
exercisable or exercisable within sixty days after April 14, 2010 are deemed to
be outstanding. Such shares are not deemed to be outstanding, however, for the
purpose of computing the percentage ownership of common stock of any other
person.
Management and Directors Stock Ownership Table
as of April 14, 2010
|
|
Shares of Class A Stock |
|
Shares of Common
Stock |
|
|
Beneficially Owned (1) |
|
Beneficially Owned
(1) |
|
|
|
|
|
Percent |
|
|
|
|
Percent |
Name of Beneficial
Owner |
|
|
Number |
|
|
of Class |
|
Number (2) |
|
|
of Class |
Leonard S. Schleifer M.D.,
Ph.D. |
|
1,740,065 |
(3) |
|
79.7 |
% |
|
3,683,459 |
(8) |
|
4.4 |
% |
P. Roy Vagelos, M.D. |
|
0 |
|
|
* |
|
|
3,723,135 |
(9) |
|
4.5 |
% |
Charles A. Baker |
|
62,384 |
(4) |
|
2.9 |
% |
|
187,974 |
(10) |
|
* |
|
Michael S. Brown, M.D. |
|
8,387 |
(5) |
|
* |
|
|
163,049 |
(10) |
|
* |
|
Alfred G. Gilman, M.D., Ph.D. |
|
68,237 |
|
|
3.1 |
% |
|
204,712 |
(10) |
|
* |
|
Joseph L. Goldstein, M.D. |
|
49,000 |
|
|
2.2 |
% |
|
174,000 |
(10) |
|
* |
|
Arthur F. Ryan |
|
0 |
|
|
* |
|
|
100,000 |
(12) |
|
* |
|
Eric M. Shooter, Ph.D. |
|
76,911 |
(6) |
|
3.5 |
% |
|
141,911 |
(11) |
|
* |
|
George L. Sing |
|
0 |
|
|
* |
|
|
250,272 |
(10) |
|
* |
|
George D. Yancopoulos, M.D.,
Ph.D. |
|
42,750 |
(7) |
|
2.0 |
% |
|
2,077,234 |
(13) |
|
2.6 |
% |
Murray A. Goldberg |
|
0 |
|
|
* |
|
|
370,868 |
(14) |
|
* |
|
Neil Stahl, Ph.D. |
|
0 |
|
|
* |
|
|
342,904 |
(15) |
|
* |
|
Daniel P. Van Plew |
|
0 |
|
|
* |
|
|
69,631 |
(16) |
|
* |
|
All Directors and Executive Officers as
a |
|
|
|
|
|
|
|
|
|
|
|
|
Group (20 persons) |
|
2,047,734 |
|
|
93.8 |
% |
|
12,230,579 |
(17) |
|
13.7 |
% |
15
____________________
* |
|
Represents less
than 1%
|
|
|
|
(1) |
|
The
inclusion herein of any Class A stock or common stock, as the case may be,
deemed beneficially owned does not constitute an admission of beneficial
ownership of those shares. |
|
(2) |
|
For
each person listed who beneficially owns Class A stock (and for directors
and executive officers as a group), the number of shares of common stock
listed includes the number of shares of Class A stock listed as
beneficially owned by such person (or persons in the case of directors and
executive officers as a group). |
|
(3) |
|
Includes 29,275 shares of Class A stock held in trust for the
benefit of Dr. Schleifer’s son, of which Dr. Schleifer is a
trustee. |
|
(4) |
|
All
shares of Class A stock are held by a limited partnership, of which Mr.
Baker is a general partner. |
|
(5) |
|
Includes 2,700 shares of Class A stock held in trust for the
benefit of Dr. Brown’s daughter, of which Dr. Brown is a
trustee. |
|
(6) |
|
All
shares of Class A stock are held in trust for the benefit of Dr. Shooter’s
child (the Shooter Family Trust), of which Dr. Shooter is a
trustee. |
|
(7) |
|
Includes 19,383 shares of Class A stock held in trust for the
benefit of Dr. Yancopoulos’s children (of which Dr. Yancopoulos is a
trustee) and excludes 205 shares of Class A stock held by Dr.
Yancopoulos’s wife. Dr. Yancopoulos disclaims beneficial ownership of the
shares of Class A stock held by his wife. |
|
(8) |
|
Includes 1,759,493 shares of common stock purchasable upon the
exercise of options granted pursuant to the Amended and Restated 2000
Long-Term Incentive Plan which are exercisable or become so within sixty
days after April 14, 2010 and 5,136 shares of common stock held in an
account under the Company’s 401(k) Savings Plan. Includes 900 shares of
common stock held in trust for the benefit of Dr. Schleifer’s son, of
which Dr. Schleifer is a trustee. |
|
(9) |
|
Includes 2,281,250 shares of common stock purchasable upon exercise
of options granted pursuant to the Amended and Restated 2000 Long-Term
Incentive Plan which are exercisable or become so within sixty days after
April 14, 2010 and 2,156 shares of common stock held in an account under
the Company’s 401(k) Savings Plan. Includes 207,175 shares of common stock
held in a charitable lead annuity trust, and 63,925 shares of common stock
held in a separate grantor retained annuity trust, of which Dr. Vagelos is
the trustee. Includes 203,199 shares of common stock held by the Marianthi
Foundation, and 416,679 shares of common stock held by the Pindaros
Foundation, both charitable foundations, of which Dr. Vagelos is a
director and an officer. Dr. Vagelos disclaims beneficial ownership of the
shares held by these charitable foundations. |
|
(10) |
|
Includes 125,000 shares of common stock purchasable upon exercise
of options granted pursuant to the Amended and Restated 2000 Long-Term
Incentive Plan which are exercisable or become so within sixty days after
April 14, 2010. |
|
(11) |
|
Includes 65,000 shares of common stock purchasable upon exercise of
options granted pursuant to the Amended and Restated 2000 Long-Term
Incentive Plan which are exercisable or become so within sixty days after
April 14, 2010. |
|
(12) |
|
All
shares listed are shares of common stock purchasable upon the exercise of
options granted pursuant to the Amended and Restated 2000 Long-Term
Incentive Plan which are exercisable or become so within sixty days after
April 14, 2010. |
|
(13) |
|
Includes 1,409,000 shares of common stock purchasable upon exercise
of options granted pursuant to the Amended and Restated 2000 Long-Term
Incentive Plan which are exercisable or become so within sixty days after
April 14, 2010, 500,000 shares of restricted stock granted on December 17,
2007, all of which vests on December 17, 2012, and 5,109 shares of common
stock held in an account under the Company’s 401(k) Savings
Plan. |
|
(14) |
|
Includes 321,998 shares of common stock purchasable upon exercise
of options granted pursuant to the Amended and Restated 2000 Long-Term
Incentive Plan which are exercisable or become so within sixty days after
April 14, 2010 and 5,136 shares of common stock held in an account under
the Company’s 401(k) Savings Plan. |
16
(15) |
|
Includes 337,500 shares of common stock purchasable upon exercise
of options granted pursuant to the Amended and Restated 2000 Long-Term
Incentive Plan which are exercisable or become so within sixty days after
April 14, 2010 and 5,054 shares of common stock held in an account under
the Company’s 401(k) Savings Plan. |
|
(16) |
|
Includes 68,750 shares of common stock purchasable upon exercise of
options granted pursuant to the Amended and Restated 2000 Long-Term
Incentive Plan which are exercisable or become so within sixty days after
April 14, 2010 and 881 shares of common stock held in an account under the
Company’s 401(k) Savings Plan. |
|
(17) |
|
Includes 7,597,365 shares of common stock purchasable upon exercise
of options granted pursuant to the Amended and Restated 2000 Long-Term
Incentive Plan which are exercisable or become so within sixty days after
April 14, 2010 and 37,453 shares of common stock held in an account under
the Company’s 401(k) Savings Plan. |
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE
Based solely upon a review of reports filed pursuant to Section 16(a) of
the Securities Exchange Act of 1934, as amended, the Company is not aware of any
director, executive officer or beneficial owner of more than 10% of our common
stock who has not filed on a timely basis any report required by such Section
16(a) to be filed during or in respect of our fiscal year ended December 31,
2009, with the exception of the following: 50,384 shares of common stock
indirectly held by Dr. Vagelos in a Grantor Retained Annuity Trust, of which Dr.
Vagelos is a trustee, were transferred on June 23, 2009 back to Dr. Vagelos,
which was reported on a Form 4 filed on June 26, 2009.
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
Review, Approval or Ratification of
Transactions with Related Persons
The board of directors has adopted a written policy for the review,
approval, or ratification of related person transactions. These are transactions
(or a series of related transactions) in which the Company is a participant, the
amount involved exceeds $10,000, and a director, officer or more than 5% holder
of our voting securities has a direct or indirect interest.
The board of directors determined that the members of the Audit Committee
are best suited to review and approve related person transactions. Accordingly,
each related person transaction must be reviewed and approved or ratified by the
members of the Audit Committee, other than any member of the Audit Committee
that has an interest in the transaction. Under the policy, the Chairman of the
Audit Committee is delegated the authority to approve certain related person
transactions that require urgent review and approval.
When reviewing, approving, or ratifying a related person transaction, the
Audit Committee will consider several factors, including the benefits to the
Company, the impact of a director’s independence in the event that a director or
his/her immediate family is involved in the transaction, the terms of the
transaction, and the terms available to unrelated third parties or to employees
in general, if applicable. Related person transactions are approved only if the
Audit Committee (or the Chairman of the Audit Committee pursuant to delegated
authority in the circumstances noted above) determines that they are in, or are
not inconsistent with, the best interests of the Company and our
shareholders.
Transactions with Related
Persons
In November 2007, we and sanofi-aventis entered into a global, strategic
collaboration to discover, develop, and commercialize fully human monoclonal
antibodies. In connection with the antibody collaboration, in December 2007, we
sold sanofi-aventis 12 million newly issued, unregistered shares of common stock
at an aggregate cash price of $312 million, or $26.00 per share of common stock,
and as of April 14, 2010, sanofi-aventis beneficially owned 14,799,552 shares of
common stock, representing approximately 18.6% of the shares of common stock
outstanding on the date.
The antibody collaboration was
initially governed by a Discovery and Preclinical Development Agreement and a
License and Collaboration Agreement, each executed in November 2007. In November
2009, we and sanofi-aventis amended these collaboration agreements to expand and
extend the antibody collaboration. Sanofi-
17
aventis will now fund up
to $160 million per year of our antibody discovery, research and preclinical
activities over the period from 2010 through 2017, subject to a one-time option
for sanofi-aventis to adjust the maximum reimbursement amount down to $120
million per year commencing in 2014 if over the prior two years certain
specified criteria are not satisfied. In addition, sanofi-aventis agreed to fund
up to $30 million of costs we incur to expand our manufacturing capacity at our
Rensselaer, New York facilities. In 2009, sanofi-aventis funded $99.8 million of
our expenses under the discovery agreement and $98.3 million of our development
costs under the license agreement. A more complete description of the antibody
collaboration is set forth in Item 7 of our Annual Report on Form 10-K filed
with the SEC on February 18, 2010, under the heading “Collaborations with the
sanofi-aventis Group-Antibodies.”
In August 2008, we entered into an
agreement with sanofi-aventis to use our proprietary VelociGene® technology platform to
supply sanofi-aventis with genetically modified mammalian models of gene
function and disease. The agreement provides for minimum annual order quantities
for the term of the agreement, which extends through December 2012. Pursuant to
this agreement, we expect to receive payments totaling a minimum of $21.5
million, of which $4.5 million was received in 2009.
Sanofi-aventis also funded $26.6 million of our aflibercept development
costs in 2009 under the terms of a collaboration agreement entered into in
September 2003, as amended, relating to our aflibercept product candidate. A
description of the aflibercept collaboration agreement is set forth in Item 7 of
our Annual Report on Form 10-K filed with the SEC on February 18, 2010, under
the heading “Collaborations with the sanofi-aventis
Group—Aflibercept”.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Set forth below is the name and address of, and the number of shares of
Class A stock and common stock beneficially owned, as of April 14, 2010, by,
each person or group of persons known by the Company to beneficially own more
than 5% of the outstanding shares of common stock or Class A stock. The Class A
stock is convertible on a share-for-share basis into common stock. The Class A
stock is entitled to ten votes per share and the common stock is entitled to one
vote per share. We have determined beneficial ownership in accordance with the
rules of the Securities and Exchange Commission. Except as otherwise indicated
in the footnotes below, we believe, based on information furnished or otherwise
available to us, that the persons and entities named in the table below have
sole voting and investment power with respect to all shares of Class A stock and
common stock shown as beneficially owned by them, subject to applicable
community property laws. We have based our calculation of percentage of shares
of a class beneficially owned on 2,182,036 shares of Class A stock and
79,730,517 shares of common stock outstanding as of April 14, 2010, except that
for the person listed who beneficially owns Class A stock, the number of shares
of common stock beneficially owned by that person and percentage of common stock
shown assumes the conversion on April 14, 2010 of all shares of Class A stock
listed as beneficially owned by such person into common stock and also that no
other shares of Class A stock beneficially owned by others are so
converted.
In computing the number of shares of common stock beneficially owned by a
person and the percentage ownership of common stock of such person, shares of
common stock subject to options held by that person that are currently
exercisable or exercisable within sixty days after April 14, 2010 are deemed to
be outstanding. Such shares are not deemed to be outstanding, however, for the
purpose of computing the percentage ownership of common stock of any other
person.
18
|
|
Shares of |
|
Shares of |
|
|
Class A Stock |
|
Common Stock |
|
|
Beneficially Owned (1) |
|
Beneficially Owned
(1) |
|
|
|
|
|
Percent of |
|
|
|
|
Percent of |
Name and Address of Beneficial
Owner |
|
|
Number |
|
|
Class |
|
Number |
|
|
Class |
Leonard S. Schleifer, M.D.,
Ph.D. |
|
1,740,065 |
(2) |
|
|
79.7 |
% |
|
|
3,683,459 |
(3)(4) |
|
|
4.4 |
% |
|
777
Old Saw Mill River Road |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tarrytown, New York 10591 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sanofi-aventis (5) |
|
— |
|
|
|
— |
|
|
|
14,799,552 |
|
|
|
18.6 |
% |
|
174, avenue de France |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75013 Paris |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
France |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BlackRock, Inc. (6) |
|
— |
|
|
|
— |
|
|
|
5,712,770 |
|
|
|
7.2 |
% |
|
40 East 52nd Street |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New York, New York 10022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
T. Rowe Price Associates, Inc.
(7) |
|
— |
|
|
|
— |
|
|
|
5,113,650 |
|
|
|
6.4 |
% |
|
100 E. Pratt Street |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Baltimore, Maryland 21202 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wellington Management Company, LLP
(8) |
|
— |
|
|
|
— |
|
|
|
4,730,608 |
|
|
|
5.9 |
% |
|
75 State Street |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boston, Massachusetts 02109 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FMR LLC (9) |
|
— |
|
|
|
— |
|
|
|
4,471,827 |
|
|
|
5.6 |
% |
|
82 Devonshire Street |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boston, Massachusetts 02109 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Omega Funds IV Limited (10) |
|
— |
|
|
|
— |
|
|
|
4,000,000 |
|
|
|
5.0 |
% |
|
13 Broad Street |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
St. Helier |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jersey |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JE2 3RR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Channel Islands |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
____________________
(1) |
|
The
inclusion herein of any Class A stock or common stock, as the case may be,
deemed beneficially owned does not constitute an admission of beneficial
ownership of those shares. To our knowledge, except as set forth in these
footnotes, the persons named in the table have sole voting and investment
power with respect to all shares of common stock and Class A stock shown
as beneficially owned by them, subject to community property laws where
applicable. |
|
(2) |
|
Includes 29,275 shares of Class A stock held in trust for the
benefit of Dr. Schleifer’s son, of which Dr. Schleifer is a
trustee. |
|
(3) |
|
For
Dr. Schleifer, the number of shares of common stock includes the number of
shares of Class A stock listed as beneficially owned by him. |
|
(4) |
|
Includes 1,759,493 shares of common stock purchasable upon the
exercise of options granted pursuant to the Amended and Restated 2000
Long-Term Incentive Plans which are exercisable or become so within sixty
days after April 14, 2010 and 5,136 shares of common stock held in an
account under the Company’s 401(k) Savings Plan. Includes 900 shares of
common stock held in trust for the benefit of Dr. Schleifer’s son, of
which Dr. Schleifer is a trustee. |
|
(5) |
|
These
figures are based on a Schedule 13G filed by sanofi-aventis and certain
related entities with the SEC on December 21, 2007. According to this
Schedule 13G, 12,000,000 shares are held directly by sanofi-aventis
Amerique du Nord and 2,799,552 of the shares are held directly by Aventis
Pharmaceuticals Inc. Sanofi-aventis Amerique du Nord is indirectly wholly
owned by sanofi-aventis. Aventis Pharmaceuticals Inc., Aventis Holdings
Inc., and Aventis Inc. are each indirectly wholly owned by sanofi-aventis
and controlled by sanofi-aventis Amerique du Nord. Pursuant to an Investor
Agreement, dated as of December 20, 2007, by and among sanofi-aventis,
sanofi-aventis Amerique du Nord, sanofi-aventis US LLC, Aventis
Pharmaceuticals Inc., and the Company, sanofi-aventis Amerique du Nord and
Aventis Pharmaceuticals Inc. have agreed to vote their respective shares
of Company common stock, subject to specified exceptions, either (a) in
accordance with the recommendation of the Company’s Board of Directors or
(b) in the same proportion as the votes cast by all other holders of all
classes of voting securities of the Company. Accordingly, the group formed
as a result of such shareholders entering into the Investor Agreement is
deemed to have acquired beneficial ownership of such
securities. |
19
(6) |
|
Based on a Schedule 13G filed by BlackRock, Inc. on January 29,
2010. According to the Schedule 13G, BlackRock, Inc. has sole voting and
dispositive power as to all the shares reported as beneficially owned.
This Schedule 13G amends the most recent Schedule 13G filing made by
Barclays Global Investors, NA and certain of its affiliates (collectively
referred to as the “BGI Entities”) with respect to our securities. On
December 1, 2009, BlackRock, Inc. completed its acquisition of Barclays
Global Investors, NA from Barclays Bank PLC. As a result, substantially
all of the BGI Entities are now included as subsidiaries of BlackRock,
Inc. for purposes of Schedule 13G filings. |
|
|
|
(7) |
|
Based on an amendment to a Schedule 13G filed by T. Rowe Price
Associates, Inc. on February 11, 2010. According to this amended Schedule
13G, these securities are owned by various individual and institutional
investors, which T. Rowe Price Associates, Inc. (“Price Associates”)
serves as investment advisor with power to direct investments and/or sole
power to vote the securities. For purposes of the reporting requirements
of the Securities Exchange Act of 1934, Price Associates is deemed to be
beneficial owner of such securities; however, Price Associates expressly
disclaims that it is, in fact, the beneficial owner of such
securities. |
|
|
|
(8) |
|
Based on an amendment to a Schedule 13G filed by Wellington
Management Company, LLP (“Wellington”) on February 12, 2010. According to
this amended Schedule 13G, Wellington may, in its capacity as investment
adviser, be deemed to beneficially own 4,730,608 shares held of record by
its clients, and has shared power to vote or to direct the vote of
3,391,713 shares and shared power to dispose or to direct the disposition
of 4,730,608 shares. |
|
|
|
(9) |
|
Based on an amendment to a Schedule 13G filed by FMR LLC (as
successor to FMR Corp.) with the SEC on February 16, 2010. According to
this amended Schedule 13G, Fidelity Management & Research Company
(“Fidelity”), a wholly-owned subsidiary of FMR LLC and a registered
investment adviser, beneficially owns 4,471,827 shares of common stock in
its capacity as investment adviser to various investment companies. FMR
LLC, through its control of Fidelity, and Edward C. Johnson 3d, Chairman
of FMR LLC, each has sole power to dispose of all the shares reported as
beneficially owned. Neither FMR LLC nor Edward C. Johnson 3d has the sole
power to vote or direct the voting of the shares, which voting power is
exercised by Fidelity under written guidelines established by the Boards
of Trustees of its individual funds. |
|
|
|
(10) |
|
Based on an amendment to a Schedule 13G filed by Omega Funds IV
Limited (“Omega”) and certain related entities on April 11, 2008.
According to the Schedule 13G, Omega holds an aggregate of 4,000,000
shares as to which it has shared voting and dispositive power. Landmark
Limited Partnership, a Jersey (Channel Islands) limited partnership
(“Landmark”), is the holder of all of the issued and outstanding capital
stock of Omega and Ernesto Bertarelli, an individual, is deemed to control
the voting and disposition of the shares held directly by Omega and
indirectly by Landmark. |
PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has appointed PricewaterhouseCoopers LLP as the
Company’s independent registered public accounting firm for the fiscal year
ending December 31, 2010. PricewaterhouseCoopers LLP (or its predecessor) has
audited the Company’s financial statements for the past twenty-one
years.
The board of directors has directed that the appointment of
PricewaterhouseCoopers LLP as the Company’s independent registered public
accounting firm for fiscal year 2010 be submitted for ratification by the
shareholders at the Annual Meeting. Shareholder ratification of the appointment
of PricewaterhouseCoopers LLP as the Company’s independent registered public
accounting firm for fiscal year 2010 is not required by the Company’s By-Laws or
otherwise, but is being pursued as a matter of good corporate practice. If
shareholders do not ratify the appointment of PricewaterhouseCoopers LLP as the
Company’s independent registered public accounting firm for fiscal year 2010,
the board of directors will consider the matter at its next
meeting.
PricewaterhouseCoopers LLP has advised the Company that it will have in
attendance at the Annual Meeting a representative who will be afforded an
opportunity to make a statement, if such representative desires to do so, and
will respond to appropriate questions presented at the Annual
Meeting.
20
Information about Fees Paid to Independent
Registered Public Accounting Firm
Aggregate fees incurred related to services provided to the Company by
PricewaterhouseCoopers LLP for the years ended December 31, 2009 and 2008
were:
|
|
2009 |
|
2008 |
Audit Fees |
|
$ |
820,050 |
|
$ |
776,670 |
All
Other Fees |
|
|
1,500 |
|
|
1,500 |
Total Fees |
|
$ |
821,550 |
|
$ |
778,170 |
|
|
|
|
|
|
|
Audit Fees Audit
fees in 2009 and 2008 were primarily for professional services rendered for the
audit of the Company’s financial statements for the fiscal year, including
attestation services required under Section 404 of the Sarbanes-Oxley Act of
2002, technical accounting consultations related to the annual audit, reviews of
the Company’s quarterly financial statements included in its Form 10-Q filings,
and annual compliance audits of the Company’s grant from the National Institutes
of Health.
All Other Fees All
other fees in 2009 and 2008 were for an annual subscription to a technical
accounting database.
The Audit Committee has adopted a policy regarding the pre-approval of
audit and permitted non-audit services to be performed by the Company’s
independent registered public accounting firm, PricewaterhouseCoopers LLP. The
Audit Committee will, on an annual basis, consider and, if appropriate, approve
the provision of audit and non-audit services by PricewaterhouseCoopers LLP. In
2009 and 2008, the Audit Committee pre-approved a general provision of $50,000
for certain types of accounting advisory services; however, no one engagement
under the general provision could have an expected cost greater than $25,000.
Management is responsible for notifying the Audit Committee of the status of
accounting advisory service engagements at regularly scheduled Audit Committee
meetings and, if the Audit Committee so determines, the general provision is
replenished to $50,000. For any accounting advisory engagement expected to cost
greater than $25,000, and for any other permissible consulting engagement,
management is required to request specific pre-approval from the Audit
Committee, or from the Chairman of the Audit Committee to whom the Audit
Committee has delegated authority to approve such services, provided the
Chairman reports any such approvals to the Audit Committee at its next scheduled
meeting. The Audit Committee did not utilize the de minimis exception to the
pre-approval requirements to approve any services provided by
PricewaterhouseCoopers LLP during fiscal 2009 and 2008.
The Board of Directors Unanimously Recommends
a Vote FOR Ratification of the Appointment of PricewaterhouseCoopers LLP as the
Company’s Independent Registered Public Accounting Firm for the Fiscal Year
Ending December 31, 2010.
21
AUDIT COMMITTEE REPORT
We have reviewed the audited financial statements of the Company for the
year ended December 31, 2009, which are included in the Company’s Annual Report
on Form 10-K and met with both management and PricewaterhouseCoopers LLP, the
Company’s independent registered public accounting firm, to discuss those
financial statements. The Audit Committee has discussed with the Company’s
independent registered public accounting firm the matters required to be
discussed by Statement on Auditing Standards No. 61, as amended (Codification of
Statements on Auditing Standards, AU§ 380) and adopted in the rules of the
Public Company Accounting Oversight Board (the “PCAOB”), which include, among
other items, matters related to the conduct of the audit of the Company’s
financial statements. The Audit Committee also discussed with the independent
registered public accounting firm their independence relative to the Company and
received and reviewed the written disclosures and the letter from the
independent registered public accounting firm required by PCAOB Rule 3526
(Communication with Audit Committees Concerning Independence).
Based on the foregoing discussions
and review, the Audit Committee recommended to the board of directors that the
audited financial statements of the Company for the year ended December 31, 2009
be included in the Company’s Annual Report on Form 10-K for filing with the
Securities and Exchange Commission.
We have appointed PricewaterhouseCoopers LLP as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2010.
This appointment was based on a variety of factors, including
PricewaterhouseCoopers LLP’s competence in the fields of accounting and
auditing.
The Audit Committee |
|
George
L. Sing, Chairman |
Charles A. Baker |
Arthur
F. Ryan |
22
EXECUTIVE COMPENSATION
Compensation Discussion and
Analysis
Overview of Executive Compensation
Process
The Compensation Committee of the board of directors is responsible for
overseeing the Company’s general compensation philosophy and programs. The
Compensation Committee evaluates the performance of our Chief Executive Officer,
Chief Scientific Officer, Chief Financial Officer and the other executive
officers included on the Summary Compensation Table on page 30 (all of whom are
referred to as the Named Officers) and approves compensation for the Named
Officers (in the case of the Chief Executive Officer, subject to first obtaining
the approval of the non-employee members of the board of directors). The
Compensation Committee operates under a written charter adopted by the board of
directors and regularly reviews and reassesses the adequacy of its charter. A
copy of the current charter is available on our website at www.regeneron.com
under the “Corporate Governance” heading on the “About Us” page.
Our senior management plays a significant role in the overall executive
compensation process. They provide their assessment of the performance of all
officers, including the Named Officers (other than our Chief Executive Officer).
They also recommend, for Compensation Committee approval, salary, bonus, and
stock option grant budgets for non-officers and make specific recommendations
for salary increases, bonuses, and stock option grants for all officers (other
than our Chief Executive Officer). Our Chief Executive Officer’s performance is
evaluated directly by the Compensation Committee based on our overall corporate
performance against annual goals that are reviewed by the board of directors at
the beginning of each year, as discussed in more detail below.
The Compensation Committee has the sole authority to retain, at our
expense, one or more third party compensation consultants to assist the
Compensation Committee in performing its responsibilities and to terminate the
services of the consultant if the Compensation Committee deems it appropriate.
In 2009, the Compensation Committee utilized the services of Frederic W. Cook
& Co., Inc. to assist it in fulfilling its responsibilities. Frederic W.
Cook & Co. was retained exclusively by the Compensation Committee and
neither Frederic W. Cook & Co. nor its affiliates have been retained by
management to perform any work for the Company other than projects performed at
the direction of the Compensation Committee. The Compensation Committee’s
consultant reviews management recommendations on compensation plans, budgets,
and strategies and advises the Compensation Committee on regulations and trends
in executive compensation. The Compensation Committee’s consultant benchmarks
compensation for our Chief Executive Officer (using the Peer Group described
below) and reviews senior management’s compensation recommendations for other
officers, including the other Named Officers, and provides general advice to the
Compensation Committee on compensation matters.
Annual salaries for the following year and year-end bonuses and stock
option awards or other year-end equity awards for all employees are determined
in December of each year based on Company and individual performance, as well as
compensation trends in the biotechnology industry and among our benchmark peers.
2009 salaries and 2008 year-end bonuses and stock option awards for our Named
Officers were established by the Compensation Committee in December 2008. In
December 2009, the Compensation Committee reviewed the performance of each of
the Named Officers and presented its recommendations for 2010 salaries and 2009
year-end bonuses and stock option awards for the Named Officers to the
non-employee members of the board of directors for ratification. With respect to
our Chief Executive Officer, this process was formalized in January 2007, when
the charter of the Compensation Committee was amended to specify that the
Compensation Committee would annually present the proposed annual compensation
of the Chief Executive Officer to the non-employee members of the board of
directors for approval.
Peer Group
The Compensation Committee has directed that we benchmark compensation
for our Chief Executive Officer and Chief Scientific Officer against a relevant
peer group of companies (the “Peer Group”). For 2009, the Peer Group included
the following biopharmaceutical companies: Alexion Pharmaceuticals, Inc., Amylin
Pharmaceuticals, Inc., BioMarin Pharmaceutical Inc., Cephalon, Inc., Dendreon
Corporation, Exelixis, Inc., Human Genome Sciences, Inc., Intermune, Inc., Isis,
Inc., Nektar Therapeutics, Onyx Pharmaceuticals, Inc., OSI Pharmaceuticals,
Inc., Seattle Genetics, Inc., Theravance, Inc., United Therapeutics Corporation,
23
Vertex Pharmaceuticals,
Inc., and Zymogenetics, Inc. The companies in the Peer Group were selected by
the Compensation Committee based on factors including, but not limited to,
market capitalization, geographic location, number of employees, therapeutic
focus, research and development expenditures, stage of development, and whether
the company has revenue from approved pharmaceutical products. The Compensation
Committee, with the assistance of its compensation consultant, periodically
reassesses the composition of the companies within the Peer Group and makes
changes as appropriate.
The Compensation Committee’s compensation consultant used data from
publicly filed proxy statements from our Peer Companies to benchmark each
element of compensation of our Named Officers against their peers in the Peer
Group. In addition, management and the Compensation Committee reviewed
compensation data for biotechnology companies from the Radford Global Life
Sciences Survey to benchmark total compensation paid to our Named Officers. For
reference purposes, the Compensation Committee compares each executive’s total
annual compensation in relation to the median and the 75th percentile for total
compensation, using the Peer Group and biotechnology industry survey data, while
taking into account various factors such as the executive’s experience and the
unique characteristics of the individual’s position.
Tax Implications
Section 162(m) of the Internal Revenue Code limits the deductibility of
compensation over $1 million in any year paid to the Chief Executive Officer and
the other Named Officers. The Compensation Committee takes into account, and
generally seeks to preserve, the deductibility of compensation in determining
Named Officer compensation. However, the Compensation Committee reserves the
right to use its judgment to authorize compensation payments that do not qualify
for the exemptions in Section 162(m) when the Compensation Committee believes
that such payments are appropriate.
Compensation Philosophy and
Objectives
Our executive compensation program is designed to attract, motivate, and
retain our leaders and to align their interests to those of our shareholders. A
substantial portion of executive compensation is linked to both individual and
corporate performance. While this is true throughout the organization, the
Compensation Committee believes that it is particularly important to determine
compensation for our Chief Executive Officer and Chief Scientific Officer based
on the overall performance of the Company.
In 2009, we again utilized performance vesting stock options for our
senior officers to further tie long-term compensation to overall Company
performance. Our performance vesting stock options have vesting criteria based
on the accomplishment of development milestones for our product candidates
during the subsequent three years. These stock options, which are described
below under “Elements of Executive Compensation – Stock Options,” either will
not vest at all, or will vest at incrementally higher levels based on the
performance of the Company’s development pipeline over the next three years as
measured at the end of the third calendar year following the date of
grant.
The Compensation Committee believes that accountability and total
compensation potential should generally increase with position and
responsibility. The Compensation Committee also believes that the potential for
the variable component of cash compensation should increase with position and
responsibility. Consistent with this philosophy, individuals with greater
responsibility and ability to influence our achievement of corporate goals and
strategic initiatives generally receive higher cash compensation and have a
higher proportion of their total cash compensation represented by cash bonus,
and therefore at risk. Similarly, equity-based compensation in the form of stock
option grants is higher for persons with higher levels of responsibility, making
a significant portion of their total compensation dependent on long-term stock
appreciation. In total, the Compensation Committee believes that the Company’s
compensation and benefits program, including its executive compensation program,
balances risk and potential reward in a manner that is appropriate to the
circumstances and in the best interests of the Company’s shareholders over the
long term.
Elements of Executive
Compensation
There currently are three basic components to our executive compensation
program: base salary, annual cash bonus, and stock options. The Compensation
Committee may also grant restricted stock awards to certain of the Named
Officers and other employees. None of the Named Officers received a grant of
restricted stock in 2009. Our Named Officers also are entitled to certain
perquisites and may participate in Company-wide health, disability, life
insurance, and other benefit plans, as well as our 401(k) Savings Plan.
24
Base Salary
We provide Named Officers and other employees with base salary to
compensate them for services rendered during the fiscal year and provide them
with a base level of monthly income. In determining base salaries for our Named
Officers, the Compensation Committee considers the executive’s scope of
responsibilities, experience, annual performance, and future potential. The
Compensation Committee also considers the market for comparable positions in our
geographic region, competitive salary practices of companies in the Peer Group
and the broader biopharmaceutical industry, and annual inflation levels.
For 2009, each of the Named Officers received an increase of 3% of their
2008 base salary. For 2010, each of the Named Officers, except for Dr. Stahl,
received an increase of 3.4% of their 2009 base salary. These salary increases
were determined to be in line with year-end salary increases in the
biotechnology industry using the Radford survey data and were equal to the
average of the annual salary increases for all non-officer employees in the
Company. Dr. Stahl received an increase of 10.2% of his 2009 base salary in
recognition of his increasing level of responsibilities in support of the
Company’s preclinical and clinical development programs.
Cash Bonus
It has been our practice for the past several years to offer annual cash
bonus opportunities to our Named Officers. The Compensation Committee focuses on
our overall corporate performance when determining the annual cash bonus for our
Chief Executive Officer and Chief Scientific Officer. The cash bonuses granted
to the other Named Officers are based both on overall corporate performance and
their individual contributions and performances during the year. In 2009, the
bonus criteria for certain Named Officers included an additional component
related to the success of the Company’s antibody discovery and development
collaboration with sanofi-aventis, which was extended and expanded in November
2009. Although each Named Officer is eligible to receive an annual bonus, we
historically have had no formal bonus plan and the granting of any bonus to a
Named Officer is entirely at the discretion of the Compensation Committee.
We believe that giving the Compensation Committee discretion over whether
and what amount to award cash bonuses, rather than working from a rigid bonus
formula or plan, has been beneficial given the stage of our business. However,
in December 2008, the Compensation Committee established a fixed 2009 year-end
bonus target for our Chief Executive Officer. The 2009 bonus target for the
Chief Executive Officer was 65% of his base salary, which was recommended by the
Compensation Committee’s outside consultant based on an analysis of cash bonuses
paid to chief executive officers at companies in our Peer Group. The Chief
Executive Officer established informal 2009 target bonuses for the other Named
Officers, which were reviewed and approved by the Compensation Committee in
January 2009. In determining the cash bonus targets for 2009 for Mr. Goldberg,
Dr. Stahl, Mr. Van Plew, and Dr. Yancopoulos, the Compensation Committee took
into consideration the compensation of similarly situated executive officers at
companies in our Peer Group. The 2009 bonus target for Dr. Yancopoulos was 50%
of his base salary and the bonus target for Mr. Goldberg, Dr. Stahl, and Mr. Van
Plew was 40% of their respective base salaries.
In 2009, in addition to regular annual bonuses, the Compensation
Committee awarded special, one-time bonuses to Dr. Schleifer, Mr. Goldberg, Dr.
Stahl, and Dr. Yancopoulos in recognition of their contributions to the success
of the first two years of our antibody discovery and development collaboration
with sanofi-aventis and the expansion and extension of that critically important
collaboration agreement in November 2009, which is described in more detail
under the heading Transactions with Related Persons on pages 17-18. In
particular, with respect to Mr. Goldberg, the Committee took special
consideration of his role on several steering committees overseeing the
collaboration and his efforts negotiating the terms of its extension and
expansion. In the case of Drs. Yancopoulos and Stahl, the Committee focused on
the early success of the collaboration, including the progress of multiple
antibody product candidates in preclinical and clinical development under the
collaboration. With respect to Dr. Schleifer, the Committee considered his
leadership in both the early success of the collaboration and the negotiation of
the terms of its extension and expansion.
25
In December 2009, our Named Officers were awarded the following cash
bonuses, which were paid in January 2010.
|
|
Bonus Target |
|
Personal |
|
Company |
|
|
|
|
|
|
|
|
|
|
|
(as
percentage |
|
Performance |
|
Performance |
|
Regular |
|
Special |
|
Total |
Named Officer |
|
|
of base salary) |
|
Multiplier |
|
Multiplier |
|
Bonus |
|
Bonus |
|
Cash Bonus |
Leonard S. Schleifer, M.D.,
Ph.D. |
|
65% |
|
n/a |
|
2.0 |
|
$ |
954,720 |
|
$ |
1,100,000 |
|
$ |
2,054,720 |
George D. Yancopoulos, M.D., Ph.D. |
|
50% |
|
n/a |
|
2.0 |
|
$ |
609,900 |
|
$ |
1,100,000 |
|
$ |
1,709,900 |
Murray A. Goldberg |
|
40% |
|
1.4 |
|
2.0 |
|
$ |
295,187 |
* |
$ |
250,000 |
|
$ |
545,187 |
Neil Stahl, Ph.D. |
|
40% |
|
1.5 |
|
2.0 |
|
$ |
281,088 |
* |
$ |
800,000 |
|
$ |
1,081,088 |
Daniel Van Plew |
|
40% |
|
1.3 |
|
2.0 |
|
$ |
232,338 |
* |
|
— |
|
$ |
232,338 |
____________________
* |
|
Based on their
bonus target and their weighted average performance with a weight of 40%
for personal performance and 60% for Company
performance. |
The regular cash bonuses were determined through the use of both an
individual and a Company component. The personal performance multiplier could
have ranged from 0 to 1.5 and the Company performance multiplier could have
ranged from 0 to 2.0 depending upon performance during the year. Both the
personal performance multiplier and the Company performance multiplier were
determined by the Compensation Committee in its discretion based on the
Committee’s subjective assessment of the Company’s performance of the general
corporate goals described below and, in the case of each of Mr. Goldberg, Dr.
Stahl, and Mr. Van Plew, the Named Officer’s personal performance during the
year.
The Committee approved a personal performance multiplier of 1.3 for Mr.
Van Plew, 1.4 for Mr. Goldberg, and 1.5 for Dr. Stahl. The personal performance
component accounted for 40% of the officers’ regular bonuses. The Company
component was based on a Company performance multiplier of 2.0 that was
determined based on our overall corporate performance against 2009 goals that
were approved by the board of directors in January 2009 and the November 2009
expansion of our antibody collaboration with sanofi-aventis. This Company
performance component accounted for 60% of the regular bonuses awarded to Mr.
Goldberg, Dr. Stahl, and Mr. Van Plew. In the case of Drs. Schleifer and
Yancopoulos, the Compensation Committee looked exclusively to our overall
Company performance in 2009 when determining their regular cash bonuses and
there was no personal performance multiplier.
The Compensation Committee determined that we had achieved most of our
corporate goals for 2009. These corporate goals related to the continued
progress of the Company’s preclinical and clinical development programs, the
successful manufacturing and supply of the Company’s clinical development
candidates, and the successful move of the Company’s research laboratories and
corporate headquarters to new offices in Tarrytown, New York. In addition to the
corporate goals that were approved by the board of directors in January 2009,
the Committee took into consideration the expansion of the Company’s antibody
collaboration with sanofi-aventis, which was finalized in November 2009. As a
result, the Company performance multiplier for 2009 was set at 2.0.
In determining the personal performance multiplier in the case of Mr.
Goldberg, the Compensation Committee took special consideration of Mr.
Goldberg’s leadership of and accomplishments in the Company’s accounting,
finance, investor relations, human resources, facilities, and procurement
organizations, and his role in negotiating the terms of the expanded antibody
collaboration with sanofi-aventis. In the case of Dr. Stahl, the Compensation
Committee focused on the progress of the Company’s preclinical and clinical
development pipeline, including the introduction of new antibody product
candidates into development as part of the Company’s collaboration with
sanofi-aventis. With respect to Mr. Van Plew, the Compensation Committee gave
particular weight to the successful manufacturing and supply of the Company’s
increasing number of clinical development candidates.
Stock Options
We have used stock option grants as the primary vehicle for offering
long-term incentives and rewarding our Named Officers and other eligible
employees. We also regard our stock option grants as a key employee retention
tool because they vest over time. Stock options have helped us maintain a
competitive level of total compensation for our Named Officers and other
eligible employees at a time when we do not have substantial revenue and profits
from product sales. Granting stock options as long-term incentives to executives
is standard practice in our industry and is an important part of our effort to
attract, retain, and motivate high-quality talent in key positions.
26
The Compensation Committee grants stock option awards to our Named
Officers and other eligible employees based on their annual performance and
their position and responsibilities with the Company. Each of our Named Officers
generally receives an annual stock option grant and most of our full-time
employees are also eligible for an annual stock option grant. The number of
stock options granted to each Named Officer is determined on a discretionary
basis, rather than by a formula.
It has been the practice of our Compensation Committee to grant annual
stock option awards to eligible employees, including the Named Officers, at a
meeting held during the third week of December. In 2009, stock option awards
were granted to our Named Officers and other eligible employees on December 18,
2009. Pursuant to the terms of our Amended and Restated 2000 Long-Term Incentive
Plan, stock option awards are granted with an exercise price determined as the
average of the high and low sales price per share of our common stock as quoted
on the NASDAQ Global Select Market on the date of the grant.
In 2008, the Compensation Committee introduced the use of performance
based vesting of stock options for our senior officers, including the Named
Officers, in addition to stock options with time based vesting. These
performance based vesting stock options will generally either expire unvested or
will vest on December 31, 2011 in full or to a lesser extent depending on the
extent to which various development milestones have been achieved between the
grant date and December 31, 2011. In 2009, the Compensation Committee again
granted performance based vesting stock options to our senior officers. The
Committee intends to continue the practice of granting annual, performance based
vesting stock options to our senior officers to link long-term executive
compensation to the overall performance of the Company.
Each of our Named Officers received both a grant of these performance
based vesting stock options and a grant of time based vesting stock options on
December 18, 2009 as set forth below. These stock options all had an exercise
price of $21.25 per share, the average of the high and low sales price per share
of our common stock as quoted on the NASDAQ Global Select Market.
|
|
|
|
|
Performance |
|
|
Time Based |
|
Based |
|
|
Vesting Stock |
|
Vesting Stock |
Named Officer |
|
|
Options |
|
Options |
Leonard S. Schleifer, M.D.,
Ph.D. |
|
125,000 |
|
|
187,500 |
|
George D. Yancopoulos, M.D., Ph.D. |
|
100,000 |
|
|
150,000 |
|
Murray A. Goldberg |
|
37,500 |
|
|
56,250 |
|
Neil Stahl, Ph.D. |
|
50,000 |
|
|
75,000 |
|
Daniel P. Van Plew |
|
35,000 |
|
|
52,500 |
|
The total number of stock options granted to our Named Officers was
determined based on past Company practices and a review of Peer Group and survey
data. The Compensation Committee also looked to the personal and corporate
accomplishments in 2009 that were discussed previously under “Elements of
Executive Compensation - Cash Bonus.”
Performance
Based Vesting Stock Options: These non-qualified stock options will be
eligible to vest on December 31 at the end of the third calendar year following
the date of grant. The number of stock options that will vest on that date will
be determined based on a point scale system, whereby points are earned upon the
achievement of product candidate development milestones between the grant date
and the vesting date (the Performance Measurement Period). The development
milestones and the points earned for achieving the development milestones during
the applicable Performance Measurement Period are described below:
- filing of the first
Investigational New Drug Application for a new product candidate (2 points
each);
- data from a successful proof of
concept study testing one of our product candidates (2 or 4 points
each);
- filing of a Biologics License
Application for one of our product candidates (5 or 7 points each);
and
- approval of a Biologics License
Application for one of our product candidates (20 or 28 points each).
27
Later stage development milestones earn incrementally more points than
the earlier stage development milestones. For the last three milestones
described above, the greater number of points is earned for novel drug
candidates and diseases and the lesser number of points is earned for follow-on
product candidates with potential competitive advantages over existing drugs
that are approved for the treatment of a disease.
The number of stock options from the award that will vest on the
applicable December 31 vesting date will be calculated by multiplying the total
number of stock options subject to the award by a fraction, the numerator of
which is the total number of points earned during the Performance Measurement
Period and the denominator of which is 38, provided that no more than one
hundred percent of the stock option award can vest. If at least twelve points
are not earned during the Performance Measurement Period, or the applicable
Named Officer ceases to be employed by the Company before the end of the
Performance Measurement Period (other than because of retirement or for reasons
related to a change of control as discussed under the heading Post-Employment
Compensation on page 37), then none of the performance based vesting stock
options granted under the award will vest. Moreover, if we do not file a
Biologics License Application for at least one product candidate during the
Performance Measurement Period, then the maximum number of performance based
vesting stock options that can vest on the vesting date is capped at two-thirds
of the total award, unless otherwise determined by the Compensation Committee.
Achievement of a development milestone may earn points for both the performance
vesting stock options that were granted in December 2008 and those granted in
December 2009.
The Compensation Committee retains the discretion to accelerate the
vesting of the performance based stock options, either in whole or in part.
Vesting of these stock options may accelerate following a change of control as
described under the heading Post-Employment Compensation on page 37. As with the
time based vesting stock options, the performance based vesting stock options
have a ten-year maximum term.
Time Based
Vesting Stock Options: Option grants that vest in increments over time
generally are in the form of incentive stock options, subject to Internal
Revenue Code restrictions on the number of incentive stock options which can
vest or be granted to any optionee in any given year. Incentive stock options
afford the option holders certain tax advantages over non-qualified stock
options and our Compensation Committee believes that this enhances their
attractiveness as a compensation component. Options that cannot take the form of
incentive stock options are granted as non-qualified stock options. The
aggregate number of stock options (incentive plus non-qualified stock options)
granted by the Compensation Committee to an employee on the date of grant,
including the stock options granted to our Named Officers, generally vest at a
rate of 25% per year over the first four years of the ten-year option term.
Except as set forth below under the heading Post-Employment Compensation on page
37, stock option vesting ceases, and unvested stock options are forfeited, upon
termination of employment.
Because our Chief Executive Officer holds more than ten percent of the
total combined voting power of our classes of stock, any incentive stock options
granted to him must have an exercise price of at least 110% of the average of
the high and low sales price per share of our common stock as quoted on the
NASDAQ Global Select Market on the date of the grant. In addition, any incentive
stock options granted to him must expire after no more than five years from the
date of grant. Because of these restrictions, our Chief Executive Officer was
granted non-qualified stock options, and not incentive stock options, in 2009.
As is generally the case with stock options granted to all other employees, the
time based vesting stock option granted to our Chief Executive Officer vest at a
rate of 25% per year over the first four years of a ten-year option term.
Perquisites and Other
Benefits
The Named Officers are provided with a limited number of perquisites and
other personal benefits that the Compensation Committee believes are reasonable
and consistent with our overall compensation program. The Compensation Committee
periodically reviews the perquisites and other personal benefits provided to the
Named Officers, including the Chief Executive Officer.
All of the Named Officers are eligible to receive financial and tax
planning assistance (which are treated as taxable benefits) and, like other
employees, may participate in company-wide health, disability, life insurance,
and other benefit plans, as well as our 401(k) Savings Plan. All employees who
participate in our 401(k) Savings Plan are eligible to receive certain matching
contributions. In each plan year, we contribute to each participant’s account a
matching contribution (in the form of shares of our common stock) equal to 50%
of the first 6% of the participant’s compensation that the participant has
contributed to the plan up to a maximum level established
28
under the Internal
Revenue Code, which in 2009 was $7,350. All of our Named Officers participated
in our 401(k) Savings Plan during 2009 and received the maximum matching
contribution in the form of shares of our common stock. As with all employees,
the number of shares of common stock that each Named Officer receives was
determined using the average market price per share of our common stock during
the 401(k) Savings Plan year.
Our Chief Executive Officer and Chief Scientific Officer are entitled to
receive certain automobile allowances, as described in the footnote to the
Summary Compensation Table on page 31. In addition, our Chief Executive Officer
is entitled to receive certain additional perquisites and personal benefits
pursuant to the terms of his employment agreement or as are otherwise approved
by the Compensation Committee. These perquisites and personal benefits are
described in the footnote to the Summary Compensation Table on page 31.
Potential Severance
Benefits
Except as described below, we are not obligated to pay severance or other
enhanced benefits to Named Officers upon the voluntary or involuntary
termination of their employment. We have no pension, deferred compensation, or
retirement plans, other than our 401(k) Savings Plan described
above.
Since December 2002, stock option
award agreements for all employees have included a provision for the
acceleration of vesting of unvested stock options upon an involuntary
termination without cause within two years of a change of control. Our Chief
Executive Officer has an employment agreement that provides for certain
severance benefits following termination, including following death or
disability, resignation following defined “good reason” events, or termination
in connection with a change of control. The other Named Officers are party to a
change of control severance plan, which provides certain benefits to them and
other designated officers if they are terminated in connection with a change of
control. Information regarding applicable payments under this employment
agreement and change of control severance plan is provided under the heading
Post-Employment Compensation on page 37.
Except as provided in our employment agreement with our Chief Executive
Officer and in our change of control severance plan, our Named Officers (other
than our Chief Executive Officer) will forfeit any unvested time based vesting
stock options upon the termination of their employment for any reason other than
death, including disability or retirement. In the event of the death of an
employee, any unvested stock options held by such employee shall become
immediately exercisable. When employees retire, they forfeit all unvested time
based vesting stock options and any unvested performance based vesting stock
option granted prior to 2009. When a Named Officer retires, any outstanding
unvested performance based vesting stock options that were granted in 2009
remain eligible to vest at the end of the third calendar year following the date
of grant, except that the number of options that will vest, if any, will be
reduced in proportion to the term of the Performance Measurement Period during
which the Named Officer was not employed by the Company due to his retirement.
For all stock options granted prior to 2007, the retired employee has up to two
years to exercise stock options that are vested as of the date of his or her
retirement. Commencing in 2007, we amended our form of stock option agreement to
allow the retired employee the remaining life of the 10-year stock option term
to exercise stock options that are vested as of the date of his or her
retirement or, in the case of performance based vesting stock
options.
The severance benefits provided to our Named Officers are designed to
promote stability and continuity of our senior management and are intended to
preserve employee morale and productivity and encourage retention in the face of
the disruptive impact of an actual, threatened, or rumored change of control of
the Company. The severance benefits were established by the Compensation
Committee following a review of comparable practices at the Company’s peer
companies and with the advice of the Compensation Committee’s
consultant.
Compensation Committee
Report
We have reviewed and discussed with management the Compensation
Discussion and Analysis, beginning on page 23. Based on that review and
discussion, we have recommended to the board of directors that the Compensation
Discussion and Analysis be included in this proxy statement.
The Compensation
Committee |
|
Arthur
F. Ryan, Chairman |
Charles A. Baker |
Joseph
L. Goldstein, M.D. |
George
L. Sing |
29
Compensation Committee Interlocks and Insider
Participation
None of the members of the Compensation Committee is currently, or has
been at any time since our formation, one of our officers or employees. None of
our executive officers serves as a member of the board of directors or
compensation committee of any entity that has one or more executive officers
serving as a member of our board of directors or Compensation
Committee.
Summary Compensation Table
The following table and accompanying footnotes provide information
regarding compensation earned by, or paid to, our Chief Executive Officer, Chief
Financial Officer, and our three other highest-compensated executive officers in
2009, 2008, and 2007. We refer to these five executive officers as our Named
Officers.
SUMMARY COMPENSATION TABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
pension |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
value and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
equity |
|
nonqualified |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
incentive |
|
deferred |
|
All |
|
|
|
|
|
|
|
|
|
|
Stock |
|
Option |
|
plan |
|
compensation |
|
other |
|
|
|
|
|
|
Salary |
|
Bonus |
|
awards |
|
awards |
|
compensation |
|
earnings |
|
compensation |
|
Total |
Name and principal
position |
|
Year |
|
($) |
|
($) (1) |
|
($) (2) |
|
($) (2) |
|
($) |
|
($) |
|
($) |
|
($) |
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
(f) |
|
(g) |
|
(h) |
|
(i) |
|
(j) |
Leonard S. Schleifer, |
|
2009 |
|
734,400 |
|
2,054,720 |
|
— |
|
3,456,076 |
(3) |
|
— |
|
— |
|
104,112 |
(5) |
|
6,349,308 |
M.D., Ph.D. |
|
2008 |
|
713,000 |
|
470,580 |
|
— |
|
1,254,963 |
(4) |
|
— |
|
— |
|
115,626 |
(6) |
|
2,554,169 |
President and Chief |
|
2007 |
|
685,000 |
|
822,000 |
|
— |
|
3,414,744 |
|
|
— |
|
— |
|
102,315 |
(7) |
|
5,024,059 |
Executive Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
George
D. Yancopoulos, |
|
2009 |
|
609,900 |
|
1,709,900 |
|
— |
|
2,764,860 |
(3) |
|
— |
|
— |
|
23,715 |
(8) |
|
5,108,375 |
M.D.,
Ph.D. Executive |
|
2008 |
|
592,100 |
|
325,655 |
|
— |
|
1,003,970 |
(4) |
|
— |
|
— |
|
22,000 |
(9) |
|
1,943,725 |
Vice
President, Chief |
|
2007 |
|
568,800 |
|
569,000 |
|
10,960,000 |
|
2,731,795 |
|
|
— |
|
— |
|
22,385 |
(10) |
|
14,851,980 |
Scientific Officer and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
President, Regeneron |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research Laboratories |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Murray A. Goldberg |
|
2009 |
|
419,300 |
|
545,187 |
|
— |
|
1,036,822 |
(3) |
|
— |
|
— |
|
13,540 |
(11) |
|
2,014,849 |
Senior Vice |
|
2008 |
|
407,100 |
|
197,036 |
|
— |
|
376,489 |
(4) |
|
— |
|
— |
|
12,745 |
(12) |
|
993,370 |
President, Finance & |
|
2007 |
|
391,100 |
|
300,000 |
|
— |
|
1,024,423 |
|
|
— |
|
— |
|
11,985 |
(13) |
|
1,727,508 |
Administration, Chief |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Officer, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasurer, and Assistant |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secretary |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Neil
Stahl, Ph.D. |
|
2009 |
|
390,400 |
|
1,081,088 |
|
— |
|
1,382,430 |
(3) |
|
— |
|
— |
|
13,540 |
(11) |
|
2,867,458 |
Senior
Vice President, |
|
2008 |
|
379,000 |
|
208,450 |
|
— |
|
501,985 |
(4) |
|
— |
|
— |
|
12,745 |
(12) |
|
1,102,180 |
Research & Development |
|
2007 |
|
364,100 |
|
291,000 |
|
— |
|
1,365,898 |
|
|
— |
|
— |
|
11,985 |
(13) |
|
2,032,983 |
Sciences |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel Van Plew(14) |
|
2009 |
|
337,700 |
|
232,338 |
|
— |
|
967,702 |
(3) |
|
— |
|
— |
|
13,540 |
(11) |
|
1,551,280 |
Senior Vice President |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and General Manager, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industrial Operations and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product Supply |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
____________________
1) |
|
Bonuses accrued
and earned in 2009 were paid in 2010; bonuses accrued and earned in 2008
were paid in 2009; bonuses accrued and earned in 2007 were paid in
2008. |
30
2) |
|
The
amounts in column (e) and (f) reflect the respective aggregate grant date
fair values of stock and option awards granted in 2009, 2008, and 2007,
respectively, pursuant to the Company’s Amended and Restated 2000
Long-Term Incentive Plan. Assumptions used in the calculation of these
amounts are included in footnote 13 to the Company’s audited financial
statements for the fiscal year ended December 31, 2009 included in the
Company’s Annual Report on Form 10-K filed with the Securities and
Exchange Commission on February 18, 2010. |
|
3) |
|
Reflects the aggregate grant date fair value of time based vesting
option awards and performance based vesting option awards granted in 2009.
The grant date fair value of the performance based vesting options
included in such aggregate grant date fair value as reported in column (f)
assumes the vesting of 66.7% of the performance based vesting options,
resulting in respective grant date fair values for such awards as follow:
Dr. Schleifer: $1,757,988; Dr. Yancopoulos: $1,406,390; Mr. Goldberg:
$527,396; Dr. Stahl: $703,195; and Mr. Van Plew: $492,238. The grant date
fair value of the performance based vesting options, assuming the highest
level of performance conditions will be achieved (and thus 100% vesting),
is as follows: Dr. Schleifer: $2,636,850; Dr. Yancopoulos: $2,109,480; Mr.
Goldberg: $791,055; Dr. Stahl: $1,054,740; and Mr. Van Plew:
$738,318. |
|
4) |
|
Reflects the aggregate grant date fair value of time based vesting
option awards and performance based vesting option awards granted in 2008.
At the time of grant of the performance based vesting options, the Company
did not consider the attainment of the performance conditions to be
probable, and therefore, the aggregate grant date fair value of option
awards granted in 2008 as reported in column (f) assumes no vesting of
these performance based vesting options and includes no amount related to
such awards. The grant date fair value of the performance based vesting
options, assuming that the highest level of performance conditions will be
achieved (and thus 100% vesting), is as follows: Dr. Schleifer:
$1,961,381, Dr. Yancopoulos: $1,569,105, Mr. Goldberg: $588,414, and Dr.
Stahl: $784,553. |
|
5) |
|
This
amount includes (i) $20,289 for a car allowance and related expenses, (ii)
$20,401 for life insurance and long-term disability insurance premiums,
(iii) $16,423 for medical malpractice insurance premiums, (iv) $7,350 for
401(k) Savings Plan matching contributions in February 2010, (v) $17,500
for dues related to a Company paid club membership, (vi) $11,734 for
legal, tax, and financial planning advisory services, (vii) $9,765 for tax
gross-ups related to legal, tax, and financial planning advisory services,
and (viii) $650 for certain other miscellaneous expenses. |
|
6) |
|
This
amount includes (i) $20,851 for a car allowance and related expenses, (ii)
$8,104 for life insurance and long-term disability insurance premiums,
(iii) $16,423 for medical malpractice insurance premiums, (iv) $6,900 for
401(k) Savings Plan matching contributions in February 2009, (v) $17,200
for dues related to a Company paid club membership, (vi) $21,238 for
legal, tax, and financial planning advisory services, (vii) $16,219 for
tax gross-ups related to legal, tax, and financial planning advisory
services, and (viii) $8,691 for certain other miscellaneous
expenses. |
|
7) |
|
This
amount includes (i) $20,285 for a car allowance and related expenses, (ii)
$17,464 for life insurance and long-term disability premiums, (iii)
$15,311 for medical malpractice insurance premiums, (iv) $6,750 for 401(k)
Savings Plan matching contributions in February 2008, (v) $16,900 for dues
related to a Company paid club membership, (vi) $15,442 for legal, tax,
and financial planning advisory services, (vii) $8,619 for tax gross-ups
related to legal, tax, and financial planning advisory services, and
(viii) $1,544 for certain other miscellaneous expenses. |
|
8) |
|
This
amount includes (i) $10,400 for a car allowance and related expenses, (ii)
$7,350 for 401(k) Savings Plan matching contributions in February 2010,
and (iii) $5,965 for tax and financial planning advisory
services. |
|
9) |
|
This
amount includes (i) $10,400 for a car allowance and related expenses, (ii)
$6,900 for 401(k) Savings Plan matching contributions in February 2009,
(iii) $4,300 for tax and financial planning advisory services, and (iv)
$400 for miscellaneous expenses. |
|
10) |
|
This
amount includes (i) $10,400 for a car allowance and related expenses, (ii)
$6,750 for 401(k) Savings Plan matching contributions in February 2008,
and (iii) $5,235 for tax and financial planning advisory
services. |
|
11) |
|
This
amount includes (i) $7,350 for 401(k) Savings Plan matching contributions
in February 2010, and (ii) $6,190 for tax and financial planning advisory
services. |
|
12) |
|
This
amount includes (i) $6,900 for 401(k) Savings Plan matching contributions
in February 2009, and (ii) $5,845 for tax and financial planning advisory
services. |
|
13) |
|
This
amount includes (i) $6,750 for 401(k) Savings Plan matching contributions
in February 2008, and (ii) $5,235 for tax and financial planning advisory
services. |
|
14) |
|
Mr. Van
Plew was not a Named Officer in 2007 and
2008. |
31
Grants of Plan-Based
Awards
The following table and explanatory footnotes sets forth each equity
award granted to our Named Officers during 2009. There were no non-equity
incentive plan awards granted in 2009.
GRANTS OF PLAN-BASED
AWARDS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All |
|
All other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
other |
|
option |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
stock |
|
awards: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
awards: |
|
number |
|
Exercise |
|
Grant |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
number |
|
of |
|
or base |
|
date
fair |
|
|
|
|
Estimated future
payouts |
|
Estimated future
payouts |
|
of |
|
securities |
|
price of |
|
value of |
|
|
|
|
under Non-equity
incentive |
|
under equity incentive |
|
shares of |
|
under- |
|
option |
|
stock and |
|
|
|
|
plan awards |
|
plan awards |
|
stock or |
|
lying |
|
awards |
|
option |
|
Grant |
|
Threshold |
|
Target |
|
Maximum |
|
Threshold |
|
Target |
|
Maximum |
|
units |
|
options |
|
($/Sh) |
|
awards |
Name
|
|
date |
|
($) |
|
($) |
|
($) |
|
(#) |
|
(#) |
|
(#) |
|
(#) |
|
(#) |
|
(1) |
|
($)(5) |
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
(f) |
|
(g) |
|
(h) |
|
(i) |
|
(j) |
|
(k) |
|
(l) |
Leonard S. Schleifer, M.D.,
Ph.D. |
12/18/2009 |
(2) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
125,000 |
|
21.25 |
|
1,698,088 |
|
12/18/2009 |
(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
187,500 |
|
21.25 |
|
1,757,988 |
George D. Yancopoulos, M.D.,
Ph.D. |
12/18/2009 |
(3) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
95,295 |
|
21.25 |
|
1,289,181 |
|
12/18/2009 |
(3) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
4,705 |
|
21.25 |
|
69,289 |
|
12/18/2009 |
(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150,000 |
|
21.25 |
|
1,406,390 |
Murray A. Goldberg |
12/18/2009 |
(3) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
32,795 |
|
21.25 |
|
440,137 |
|
12/18/2009 |
(3) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
4,705 |
|
21.25 |
|
69,289 |
|
12/18/2009 |
(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56,250 |
|
21.25 |
|
527,396 |
Neil Stahl, Ph.D. |
12/18/2009 |
(3) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
45,295 |
|
21.25 |
|
609,946 |
|
12/18/2009 |
(3) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
4,705 |
|
21.25 |
|
69,289 |
|
12/18/2009 |
(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,000 |
|
21.25 |
|
703,195 |
Daniel P. Van Plew |
12/18/2009 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,295 |
|
21.25 |
|
406,175 |
|
12/18/2009 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,705 |
|
21.25 |
|
69,289 |
|
12/18/2009 |
(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52,500 |
|
21.25 |
|
492,238 |
____________________
(1) |
|
The
options have an exercise price equal to the average of the high and low
sales price per share of the Company’s common stock on the NASDAQ Global
Select Market on the date of grant. On December 18, 2009, the average of
the high and low sales price of the Company’s common stock was $21.25 per
share, and the closing price was $21.41 per share. |
|
(2) |
|
The
Named Officer received a non-qualified stock option award that vests at a
rate of 25% over the first four years of the ten-year option
term. |
|
(3) |
|
The
Named Officer received an incentive stock option award and a non-qualified
stock option award. The combined non-qualified and incentive stock option
award vests at a rate of 25% per year over the first four years of the
ten-year option term. |
|
(4) |
|
The
Named Officer received a non-qualified stock option award that is eligible
to vest on December 31, 2012 depending upon the Company’s achievement of
development and regulatory milestones related to its product candidates as
described in the Compensation Discussion and Analysis on page 27. The
non-qualified stock option award has a ten-year term. |
|
(5) |
|
The
amounts in column (1) represent the grant date fair value of the awards
made pursuant to the Company’s Amended and Restated 2000 Long-Term
Incentive Plan. The assumptions used in the calculation of these amounts
are included in footnote 13 to the Company’s audited financial statements
for the fiscal year ended December 31, 2009 included in the Company’s
Annual Report on Form 10-K filed with the Securities and Exchange
Commission on February 18, 2010. |
32
Outstanding Equity Awards
The following table and explanatory footnotes provide information
regarding unexercised stock options and unvested restricted stock awards held by
our Named Officers as of December 31, 2009.
OUTSTANDING EQUITY AWARDS AT FISCAL
YEAR-END
|
|
Option Awards |
|
Stock Awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
incentive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
incentive |
|
awards: |
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
plan |
|
market or |
|
|
|
|
|
|
|
incentive |
|
|
|
|
|
|
|
|
|
awards: |
|
payout |
|
|
|
|
|
|
|
plan |
|
|
|
|
|
|
|
|
|
number of |
|
value of |
|
|
|
|
|
|
|
awards: |
|
|
|
|
|
|
|
Market |
|
unearned |
|
unearned |
|
|
Number of |
|
Number of |
|
number of |
|
|
|
|
|
Number |
|
value
of |
|
shares, |
|
shares, |
|
|
securities |
|
securities |
|
securities |
|
|
|
|
|
of shares |
|
shares
or |
|
units
or |
|
units or |
|
|
underlying |
|
underlying |
|
underlying |
|
|
|
|
|
or units |
|
units
of |
|
other |
|
other |
|
|
unexercised |
|
unexercised |
|
unexercised |
|
Option |
|
|
|
of stock |
|
stock
that |
|
rights |
|
rights |
|
|
options |
|
options |
|
unearned |
|
exercise |
|
Option |
|
that have |
|
have
not |
|
that
have |
|
that
have |
|
|
exercisable |
|
unexercisable |
|
options |
|
price |
|
expiration |
|
not
vested |
|
vested |
|
not vested |
|
not
vested |
Name |
|
|
(#) |
|
(#) |
|
(#) |
|
($) |
|
date |
|
(#) (13) |
|
($) (14) |
|
(#) |
|
($) |
(a) |
|
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
(f) |
|
(g) |
|
(h) |
|
(i) |
|
(j) |
Leonard S. Schleifer, M.D.,
Ph.D. |
|
— |
|
125,000 |
(1) |
|
— |
|
21.25 |
|
12/18/2019 |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
187,500 |
(2) |
|
— |
|
21.25 |
|
12/18/2019 |
|
— |
|
— |
|
— |
|
— |
|
|
31,250 |
|
93,750 |
(3) |
|
— |
|
16.80 |
|
12/17/2018 |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
187,500 |
(4) |
|
— |
|
16.80 |
|
12/17/2018 |
|
— |
|
— |
|
— |
|
— |
|
|
125,000 |
|
125,000 |
(5) |
|
— |
|
21.92 |
|
12/17/2017 |
|
— |
|
— |
|
— |
|
— |
|
|
187,500 |
|
62,500 |
(6) |
|
— |
|
20.32 |
|
12/18/2016 |
|
— |
|
— |
|
— |
|
— |
|
|
250,000 |
|
— |
|
|
— |
|
11.64 |
|
12/19/2015 |
|
— |
|
— |
|
— |
|
— |
|
|
218,389 |
|
— |
|
|
— |
|
9.49 |
|
12/15/2014 |
|
— |
|
— |
|
— |
|
— |
|
|
234,616 |
|
— |
|
|
— |
|
13.00 |
|
12/15/2013 |
|
— |
|
— |
|
— |
|
— |
|
|
15,384 |
|
— |
|
|
— |
|
13.00 |
|
12/15/2013 |
|
— |
|
— |
|
— |
|
— |
|
|
250,000 |
|
— |
|
|
— |
|
19.43 |
|
12/20/2012 |
|
— |
|
— |
|
— |
|
— |
|
|
250,000 |
|
— |
|
|
— |
|
28.01 |
|
12/18/2011 |
|
— |
|
— |
|
— |
|
— |
|
|
197,354 |
|
— |
|
|
— |
|
37.78 |
|
12/21/2010 |
|
— |
|
— |
|
— |
|
— |
|
George D. Yancopoulos, M.D.,
Ph.D. |
|
— |
|
4,705 |
(7) |
|
|
|
21.25 |
|
12/18/2019 |
|
— |
|
— |
|
— |
|
— |
|
|
|
|
150,000 |
(2) |
|
|
|
21.25 |
|
12/18/2019 |
|
|
|
|
|
|
|
|
|
|
|
|
95,295 |
(7) |
|
|
|
21.25 |
|
12/18/2019 |
|
|
|
|
|
|
|
|
|
|
— |
|
5,952 |
(8) |
|
— |
|
16.80 |
|
12/17/2018 |
|
— |
|
— |
|
— |
|
— |
|
|
25,000 |
|
69,048 |
(8) |
|
— |
|
16.80 |
|
12/17/2018 |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
150,000 |
(4) |
|
— |
|
16.80 |
|
12/17/2018 |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
4,562 |
(9) |
|
— |
|
21.92 |
|
12/17/2017 |
|
— |
|
— |
|
— |
|
— |
|
|
100,000 |
|
95,438 |
(9) |
|
— |
|
21.92 |
|
12/17/2017 |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
— |
|
500,000 |
|
24.18 |
|
— |
|
— |
|
|
— |
|
4,921 |
(10) |
|
— |
|
20.32 |
|
12/18/2016 |
|
— |
|
— |
|
— |
|
— |
|
|
150,000 |
|
45,079 |
(10) |
|
— |
|
20.32 |
|
12/18/2016 |
|
— |
|
— |
|
— |
|
— |
|
|
17,182 |
|
— |
|
|
— |
|
11.64 |
|
12/19/2015 |
|
— |
|
— |
|
— |
|
— |
|
|
182,818 |
|
— |
|
|
— |
|
11.64 |
|
12/19/2015 |
|
— |
|
— |
|
— |
|
— |
|
|
10,537 |
|
— |
|
|
— |
|
9.49 |
|
12/15/2014 |
|
— |
|
— |
|
— |
|
— |
|
|
189,463 |
|
— |
|
|
— |
|
9.49 |
|
12/15/2014 |
|
— |
|
— |
|
— |
|
— |
|
|
7,692 |
|
— |
|
|
— |
|
13.00 |
|
12/15/2013 |
|
— |
|
— |
|
— |
|
— |
|
|
192,308 |
|
— |
|
|
— |
|
13.00 |
|
12/15/2013 |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
129,902 |
(11) |
|
— |
|
8.50 |
|
12/20/2012 |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
3,430 |
(11) |
|
— |
|
8.50 |
|
12/20/2012 |
|
— |
|
— |
|
— |
|
— |
|
|
3,570 |
|
— |
|
|
— |
|
28.01 |
|
12/18/2011 |
|
— |
|
— |
|
— |
|
— |
|
|
196,430 |
|
— |
|
|
— |
|
28.01 |
|
12/18/2011 |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
87,666 |
(11) |
|
— |
|
8.50 |
|
1/5/2011 |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
46,666 |
(11) |
|
— |
|
8.50 |
|
1/5/2011 |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
222,000 |
(11) |
|
— |
|
8.50 |
|
1/5/2011 |
|
— |
|
— |
|
— |
|
— |
|
|
334,000 |
|
— |
|
|
— |
|
37.78 |
|
12/21/2010 |
|
— |
|
— |
|
— |
|
— |
33
|
|
Option Awards |
|
Stock Awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
incentive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
incentive |
|
awards: |
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
plan |
|
market or |
|
|
|
|
|
|
|
incentive |
|
|
|
|
|
|
|
|
|
awards: |
|
payout |
|
|
|
|
|
|
|
plan |
|
|
|
|
|
|
|
|
|
number of |
|
value of |
|
|
|
|
|
|
|
awards: |
|
|
|
|
|
|
|
Market |
|
unearned |
|
unearned |
|
|
Number of |
|
Number of |
|
number of |
|
|
|
|
|
Number |
|
value
of |
|
shares, |
|
shares, |
|
|
securities |
|
securities |
|
securities |
|
|
|
|
|
of shares |
|
shares
or |
|
units
or |
|
units or |
|
|
underlying |
|
underlying |
|
underlying |
|
|
|
|
|
or units |
|
units
of |
|
other |
|
other |
|
|
unexercised |
|
unexercised |
|
unexercised |
|
Option |
|
|
|
of stock |
|
stock
that |
|
rights |
|
rights |
|
|
options |
|
options |
|
unearned |
|
exercise |
|
Option |
|
that have |
|
have
not |
|
that
have |
|
that
have |
|
|
exercisable |
|
unexercisable |
|
options |
|
price |
|
expiration |
|
not
vested |
|
vested |
|
not vested |
|
not
vested |
Name |
|
|
(#) |
|
(#) |
|
(#) |
|
($) |
|
date |
|
(#) (13) |
|
($) (14) |
|
(#) |
|
($) |
(a) |
|
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
(f) |
|
(g) |
|
(h) |
|
(i) |
|
(j) |
Murray A. Goldberg |
|
— |
|
56,250 |
(2) |
|
— |
|
21.25 |
|
12/18/2019 |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
4,705 |
(7) |
|
— |
|
21.25 |
|
12/18/2019 |
|
— |
|
— |
|
— |
|
— |
|
|
|
|
32,795 |
(7) |
|
— |
|
21.25 |
|
12/18/2019 |
|
|
|
|
|
|
|
|
|
|
— |
|
5,952 |
(8) |
|
— |
|
16.80 |
|
12/17/2018 |
|
— |
|
— |
|
— |
|
— |
|
|
9,375 |
|
22,173 |
(8) |
|
— |
|
16.80 |
|
12/17/2018 |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
56,250 |
(4) |
|
— |
|
16.80 |
|
12/17/2018 |
|
— |
|
— |
|
— |
|
— |
|
|
37,500 |
|
32,938 |
(9) |
|
— |
|
21.92 |
|
12/17/2017 |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
4,562 |
(9) |
|
— |
|
21.92 |
|
12/17/2017 |
|
— |
|
— |
|
— |
|
— |
|
|
56,250 |
|
13,829 |
(10) |
|
— |
|
20.32 |
|
12/18/2016 |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
4,921 |
(10) |
|
— |
|
20.32 |
|
12/18/2016 |
|
— |
|
— |
|
— |
|
— |
|
|
17,182 |
|
— |
|
|
— |
|
11.64 |
|
12/19/2015 |
|
— |
|
— |
|
— |
|
— |
|
|
57,818 |
|
— |
|
|
— |
|
11.64 |
|
12/19/2015 |
|
— |
|
— |
|
— |
|
— |
|
|
10,537 |
|
— |
|
|
— |
|
9.49 |
|
12/15/2014 |
|
— |
|
— |
|
— |
|
— |
|
|
60,463 |
|
— |
|
|
— |
|
9.49 |
|
12/15/2014 |
|
— |
|
— |
|
— |
|
— |
|
|
67,308 |
|
— |
|
|
— |
|
13.00 |
|
12/15/2013 |
|
— |
|
— |
|
— |
|
— |
|
|
7,692 |
|
— |
|
|
— |
|
13.00 |
|
12/15/2013 |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
3,431 |
(11) |
|
— |
|
8.50 |
|
12/20/2012 |
|
— |
|
— |
|
— |
|
— |
|
|
54,853 |
|
— |
|
|
— |
|
19.43 |
|
12/20/2012 |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
25,000 |
(11) |
|
— |
|
8.50 |
|
12/18/2011 |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
12,451 |
(11) |
|
— |
|
8.50 |
|
1/5/2011 |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
882 |
(11) |
|
— |
|
8.50 |
|
1/5/2011 |
|
— |
|
— |
|
— |
|
— |
|
Neil Stahl, Ph.D. |
|
|
|
75,000 |
(2) |
|
— |
|
21.25 |
|
12/18/2019 |
|
— |
|
— |
|
— |
|
— |
|
|
|
|
4,705 |
(7) |
|
— |
|
21.25 |
|
12/18/2019 |
|
— |
|
— |
|
— |
|
— |
|
|
|
|
45,295 |
(7) |
|
— |
|
21.25 |
|
12/18/2019 |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
5,952 |
(8) |
|
— |
|
16.80 |
|
12/17/2018 |
|
— |
|
— |
|
— |
|
— |
|
|
12,500 |
|
31,548 |
(8) |
|
— |
|
16.80 |
|
12/17/2018 |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
75,000 |
(4) |
|
— |
|
16.80 |
|
12/17/2018 |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
4,562 |
(9) |
|
— |
|
21.92 |
|
12/17/2017 |
|
— |
|
— |
|
— |
|
— |
|
|
50,000 |
|
45,438 |
(9) |
|
— |
|
21.92 |
|
12/17/2017 |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
4,921 |
(10) |
|
— |
|
20.32 |
|
12/18/2016 |
|
— |
|
— |
|
— |
|
— |
|
|
75,000 |
|
20,079 |
(10) |
|
— |
|
20.32 |
|
12/18/2016 |
|
— |
|
— |
|
— |
|
— |
|
|
17,182 |
|
— |
|
|
— |
|
11.64 |
|
12/19/2015 |
|
— |
|
— |
|
— |
|
— |
|
|
82,818 |
|
— |
|
|
— |
|
11.64 |
|
12/19/2015 |
|
— |
|
— |
|
— |
|
— |
|
|
7,692 |
|
— |
|
|
— |
|
13.00 |
|
12/15/2013 |
|
— |
|
— |
|
— |
|
— |
|
|
92,308 |
|
— |
|
|
— |
|
13.00 |
|
12/15/2013 |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
63,234 |
(11) |
|
— |
|
8.50 |
|
12/20/2012 |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
3,432 |
(11) |
|
— |
|
8.50 |
|
12/20/2012 |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
50,000 |
(11) |
|
— |
|
8.50 |
|
12/18/2011 |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
1,600 |
(11) |
|
— |
|
8.50 |
|
1/5/2011 |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
15,066 |
(11) |
|
— |
|
8.50 |
|
1/5/2011 |
|
— |
|
— |
|
— |
|
— |
34
|
|
Option Awards |
|
Stock Awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
incentive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
incentive |
|
awards: |
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
plan |
|
market or |
|
|
|
|
|
|
|
incentive |
|
|
|
|
|
|
|
|
|
awards: |
|
payout |
|
|
|
|
|
|
|
plan |
|
|
|
|
|
|
|
|
|
number of |
|
value of |
|
|
|
|
|
|
|
awards: |
|
|
|
|
|
|
|
Market |
|
unearned |
|
unearned |
|
|
Number of |
|
Number of |
|
number of |
|
|
|
|
|
Number |
|
value
of |
|
shares, |
|
shares, |
|
|
securities |
|
securities |
|
securities |
|
|
|
|
|
of shares |
|
shares
or |
|
units
or |
|
units or |
|
|
underlying |
|
underlying |
|
underlying |
|
|
|
|
|
or units |
|
units
of |
|
other |
|
other |
|
|
unexercised |
|
unexercised |
|
unexercised |
|
Option |
|
|
|
of stock |
|
stock
that |
|
rights |
|
rights |
|
|
options |
|
options |
|
unearned |
|
exercise |
|
Option |
|
that have |
|
have
not |
|
that
have |
|
that
have |
|
|
exercisable |
|
unexercisable |
|
options |
|
price |
|
expiration |
|
not
vested |
|
vested |
|
not vested |
|
not
vested |
Name |
|
|
(#) |
|
(#) |
|
(#) |
|
($) |
|
date |
|
(#) (13) |
|
($) (14) |
|
(#) |
|
($) |
(a) |
|
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
(f) |
|
(g) |
|
(h) |
|
(i) |
|
(j) |
Daniel P. Van Plew |
|
|
|
52,500 |
(2) |
|
— |
|
21.25 |
|
12/18/2019 |
|
— |
|
— |
|
— |
|
— |
|
|
|
|
4,705 |
(7) |
|
— |
|
21.25 |
|
12/18/2019 |
|
|
|
|
|
|
|
|
|
|
|
|
30,295 |
(7) |
|
— |
|
21.25 |
|
12/18/2019 |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
5,952 |
(8) |
|
— |
|
16.80 |
|
12/17/2018 |
|
— |
|
— |
|
— |
|
— |
|
|
8,750 |
|
20,298 |
(8) |
|
— |
|
16.80 |
|
12/17/2018 |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
52,500 |
(4) |
|
— |
|
16.80 |
|
12/17/2018 |
|
— |
|
— |
|
— |
|
— |
|
|
20,000 |
|
20,000 |
(9) |
|
— |
|
21.92 |
|
12/17/2017 |
|
— |
|
— |
|
— |
|
— |
|
|
9,568 |
|
9,568 |
(12) |
|
— |
|
20.90 |
|
9/7/2017 |
|
— |
|
— |
|
— |
|
— |
|
|
30,432 |
|
30,432 |
(12) |
|
— |
|
20.90 |
|
9/7/2017 |
|
— |
|
— |
|
— |
|
— |
____________________
(1) |
|
This
stock option award was granted to the Named Officer on December 18, 2009
and vests at a rate of 25% per year over the first four years of the
option term. |
|
(2) |
|
This
stock option award was granted to the Named Officer on December 18, 2009
and is eligible to vest on December 31, 2012 depending upon the Company’s
achievement of development and regulatory milestones related to its
product candidates as described in the Compensation Discussion and
Analysis on page 27. The non-qualified stock option award has a ten-year
term. |
|
(3) |
|
This
stock option award was granted to the Named Officer on December 17, 2008
and vests at a rate of 25% per year over the first four years of the
option term. |
|
(4) |
|
This
stock option award was granted to the Named Officer on December 17, 2008
and is eligible to vest on December 31, 2011 depending upon the Company’s
achievement of development and regulatory milestones related to its
product candidates as described in the Compensation Discussion and
Analysis on page 27. The non-qualified stock option award has a ten-year
term. |
|
(5) |
|
This
stock option award was granted to the Named Officer on December 17, 2007
and vests at a rate of 25% per year over the first four years of the
option term. |
|
(6) |
|
This
stock option award was granted to the Named Officer on December 18, 2006
and vests at a rate of 25% per year over the first four years of the
option term. |
|
(7) |
|
These
two stock option awards (one a non-qualified stock option and the other an
incentive stock option) were granted to the Named Officer on December 18,
2009. The combined non-qualified and incentive stock option award vests at
a rate of 25% per year over the first four years of the option
term. |
|
(8) |
|
These
two stock option awards (one a non-qualified stock option and the other an
incentive stock option) were granted to the Named Officer on December 17,
2008. The combined non-qualified and incentive stock option award vests at
a rate of 25% per year over the first four years of the option
term. |
|
(9) |
|
These
two stock option awards (one a non-qualified stock option and the other an
incentive stock option) were granted to the Named Officer on December 17,
2007. The combined non-qualified and incentive stock option award vests at
a rate of 25% per year over the first four years of the option
term. |
|
(10) |
|
These
two stock option awards (one a non-qualified stock option and the other an
incentive stock option) were granted to the Named Officer on December 18,
2006. The combined non-qualified and incentive stock option award vests at
a rate of 25% per year over the first four years of the option
term. |
35
(11) |
|
The
stock option award was granted to the Named Officer on January 5, 2005,
and vests 100% any time after January 5, 2008 if the Company’s products
achieve gross sales of at least $100 million during any consecutive
twelve-month period (either directly by the Company or through its
licensees). |
|
(12) |
|
These
two stock option awards (one a non-qualified stock option and the other an
incentive stock option) were granted to the Named Officer on September 7,
2007. The combined non-qualified and incentive stock option award vests at
a rate of 25% per year over the first four years of the option
term. |
|
(13) |
|
The
stock award was granted to the Named Officer on December 17, 2007 and
vests 100% upon the fifth anniversary of the date of grant. |
|
(14) |
|
Reflects the closing price per share of the Company’s common stock
on the NASDAQ Global Select Market on December 31,
2009. |
Option Exercises and Stock
Vested
The following table and explanatory footnotes provide information with
regard to amounts received by our Named Officers during 2009 as a result of the
exercise of stock options.
OPTION EXERCISES AND STOCK
VESTED
|
|
Option awards |
|
Stock awards |
|
|
Number of |
|
Value |
|
Number of |
|
Value |
|
|
shares |
|
realized |
|
shares |
|
realized |
|
|
acquired |
|
upon |
|
acquired |
|
on |
|
|
on exercise |
|
exercise |
|
on vesting |
|
vesting |
Name |
|
|
(#) |
|
($) (1) |
|
(#) |
|
($) |
(a) |
|
|
(b) |
|
(c) |
|
(d) |
|
(e) |
Leonard S. Schleifer, M.D.,
Ph.D. |
|
181,611 |
|
1,889,593 |
|
— |
|
— |
George D. Yancopoulos, M.D.,
Ph.D. |
|
100,000 |
|
1,052,000 |
|
— |
|
— |
Murray A. Goldberg |
|
5,943 |
|
49,661 |
|
— |
|
— |
Neil Stahl, Ph.D. |
|
100,000 |
|
1,063,525 |
|
— |
|
— |
Daniel Van Plew |
|
— |
|
— |
|
— |
|
— |
____________________
(1) |
|
Amounts reflect the difference between the exercise price of the
option(s) and the average of the high and low sales price per share of the
Company’s common stock on the NASDAQ Global Select Market on the exercise
date(s), except for $110,744 of the amount listed for Dr. Stahl, which
reflects the difference between the exercise price of the option(s) and
the sale price per share of the shares of common stock acquired upon
exercise of certain options. |
Equity Compensation Plan
Information
The following table shows information with respect to securities
authorized for issuance under the equity compensation plans maintained by the
Company as of December 31, 2009.
|
|
(a) |
|
(b) |
|
(c) |
|
|
|
|
|
|
|
|
|
Number of securities |
|
|
Number of securities |
|
|
|
|
|
|
remaining available
for |
|
|
to be issued |
|
Weighted-average |
|
future issuance
under |
|
|
upon exercise of |
|
exercise price of |
|
equity compensation |
|
|
outstanding options, |
|
outstanding options, |
|
plans (excluding
securities |
Plan Category |
|
|
warrants and rights |
|
warrants and rights |
|
reflected in column
(a)) |
Equity compensation plans |
|
21,788,755 |
|
|
$ |
18.45 |
|
|
3,949,767 shares of |
approved by security holders
(1) |
|
shares of |
|
|
|
|
|
|
common stock (3) |
|
|
common stock |
|
|
|
|
|
|
|
Equity compensation plans not |
|
0 |
|
|
$ |
0.00 |
|
|
44,246 shares of |
approved by security holders
(2) |
|
|
|
|
|
|
|
|
Class A Stock |
Total |
|
21,788,755 |
|
|
$ |
18.45 |
|
|
3,994,013 shares |
|
|
shares of |
|
|
|
|
|
|
of common stock |
|
|
common stock |
|
|
|
|
|
|
and Class A
Stock |
36
____________________
(1) |
|
The
equity compensation plans approved by the security holders are the Amended
and Restated 2000 Long-Term Incentive Plan and the 1990 Long-Term
Incentive Plan. |
|
(2) |
|
The
equity compensation plan not approved by the security holders is the
Executive Stock Purchase Plan which is described in note 14 to the
Company’s audited financial statements for the fiscal year ended December
31, 2009. |
|
(3) |
|
There
is no restriction to the number of shares that may be issued under the
Amended and Restated 2000 Long-Term Incentive Plan in the form of
Restricted Stock. |
Post-Employment
Compensation
The tables on pages 38 and 40 reflect the severance benefits available to
our Named Officers. For our Chief Executive Officer, we show the amounts payable
upon his voluntary termination, involuntary or not-for-cause termination,
termination in connection with a corporate change of control, and in the event
of his disability or death. For the other Named Officers, the only
post-termination compensation arrangement is through our change of control
severance plan. Consequently, the only amounts payable to them are upon an
involuntary or not-for-cause termination in connection with a corporate change
of control.
Leonard S. Schleifer, M.D., Ph.D.,
Employment Agreement
We entered into an employment agreement with our Chief Executive Officer,
Dr. Schleifer, effective as of December 20, 2002, providing for his employment
with the Company through December 31, 2003 and continuing thereafter on a
year-by-year basis. On November 14, 2008, this employment agreement was amended
and restated to bring the Employment Agreement into compliance with Section 409A
of the Internal Revenue Code of 1986, as amended. Pursuant to this agreement, we
agreed that in the event that Dr. Schleifer’s employment is terminated by us
other than for cause (as defined in the agreement) or is terminated by Dr.
Schleifer for good reason (as defined in the agreement to include specified acts
of constructive termination, together called an “involuntary termination”), we
will pay Dr. Schleifer an amount equal to 125% of the sum of his base salary
plus his average bonus paid over the prior three years. This amount will be paid
in a lump sum severance payment. In addition, we will continue to provide Dr.
Schleifer and his dependents medical, dental, and life insurance benefits for
eighteen months. Subject to the discussion in the following paragraph, in the
event that Dr. Schleifer’s employment is terminated for any reason other than
for cause, all of his unvested stock options will continue to vest in accordance
with the terms of the applicable award grant and he will be entitled to exercise
the stock options throughout their original term, which is generally ten years
from the date of grant.
Upon an involuntary termination within three years after a change of
control of the Company or within three months prior to such a change of control,
we will pay Dr. Schleifer an amount equal to three times the sum of his annual
base salary plus his average bonus over the prior three years. This amount will
be paid in a lump sum severance payment. In addition, we will continue to
provide Dr. Schleifer and his dependents medical, dental, and life insurance
benefits for thirty-six months. Upon such an involuntary termination in
connection with a change of control, Dr. Schleifer’s outstanding stock options
will vest immediately and remain exercisable throughout their original term,
which is generally ten years from the date of grant. If aggregate severance
payments to Dr. Schleifer in connection with a change of control exceed certain
thresholds set forth in the Internal Revenue Code, then we will pay him an
additional amount to cover any resulting excise tax obligations, unless the
excise taxes could be eliminated by reducing Dr. Schleifer’s cash severance
payments and benefits under the agreement by less than ten percent, in which
case such benefits and payments will be reduced accordingly.
37
The following table reflects the potential payments to our Chief
Executive Officer upon his termination or resignation effective December 31,
2009, under different scenarios, including following a change of control, as
well as upon death or disability.
Potential Severance Payments Under Dr.
Schleifer’s Employment Agreement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of |
|
|
|
|
|
|
|
|
|
Medical |
|
|
|
|
|
|
|
Accelerated |
|
|
|
|
|
Cash |
|
Insurance |
|
Death |
|
Disability |
|
Stock |
|
Total |
|
|
Severance |
|
Continuation |
|
Benefits (7) |
|
Benefits |
|
Options |
|
Amount |
Involuntary Termination |
|
$ |
3,915,780 |
(2) |
|
$ |
143,586 |
(3) |
|
— |
|
|
— |
|
|
$ |
3,515,000 |
(4) |
|
$ |
7,574,366 |
Following a Change of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Control (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Involuntary Termination |
|
$ |
1,631,575 |
(5) |
|
$ |
71,793 |
(6) |
|
— |
|
|
— |
|
|
|
— |
|
|
$ |
1,703,368 |
Death |
|
|
— |
|
|
$ |
71,793 |
(6) |
|
— |
|
|
— |
|
|
|
— |
|
|
$ |
71,793 |
Disability |
|
|
— |
|
|
$ |
71,793 |
(6) |
|
— |
|
$ |
385,560 |
(8) |
|
|
— |
|
|
$ |
457,353 |
____________________
(1) |
|
For
purposes of these calculations, (i) we used Dr. Schleifer’s 2009 base
salary and the bonuses paid to Dr. Schleifer in 2007, 2008, and 2009, for
performance in 2006, 2007, and 2008, respectively, (ii) we assumed that
Dr. Schleifer received his 2009 bonus described in the Summary
Compensation Table on page 30, (iii) we took into consideration, for
purposes of determining whether Dr. Schleifer was entitled to receive a
gross-up payment under the terms of his employment agreement, the fact
that Dr. Schleifer’s stock options continue to vest according to their
original vesting schedule following an involuntary termination (other than
in connection with a change of control), (iv) we assumed an 8% annual
increase in medical, dental, and life insurance premiums for 2010, 2011,
and 2012, (v) we assumed that the medical insurance benefits received in
2010, 2011, and 2012 would be taxable and that Dr. Schleifer would be
eligible for a tax gross-up for these benefits under the terms of his
employment agreement, (vi) although Dr. Schleifer’s employment agreement
provides for restrictive covenants, including a six-month non-compete
obligation, no specific value has been ascribed to these covenants solely
for purposes of this calculation, and (vii) although certain payments to
Dr. Schleifer would be subject to potential delays upon separation of
service under Section 409A of the Internal Revenue Code, we did not
attempt to determine which, if any, payments would be
delayed. |
|
(2) |
|
Equal
to three times the sum of (a) Dr. Schleifer’s 2009 base salary and (b) the
average bonus paid to Dr. Schleifer over the prior three
years. |
|
(3) |
|
Equal
to the estimated cost of providing Dr. Schleifer and his dependents
medical, dental and life insurance benefits for thirty-six
months. |
|
(4) |
|
Equal
to the aggregate amount of the differences between the exercise prices of
Dr. Schleifer’s accelerated stock options and the closing sales price per
share of the Company’s common stock on the NASDAQ Global Select Market on
December 31, 2009. |
|
(5) |
|
Equal
to 1.25 times the sum of (a) Dr. Schleifer’s 2009 base salary and (b) the
average bonus paid to Dr. Schleifer over the past three years. For
purposes of this calculation, we used Dr. Schleifer’s bonuses paid in
2007, 2008, and 2009 for performance in 2006, 2007, and 2008. |
|
(6) |
|
Equal
to the estimated cost of providing Dr. Schleifer and his dependents
medical, dental, and life insurance benefits for eighteen
months. |
|
(7) |
|
We
maintain $1 million of term life insurance covering Dr. Schleifer payable
to his designated beneficiary. |
|
(8) |
|
Represents 35% of Dr. Schleifer’s 2009 salary over a period of
eighteen months. We have assumed long-term disability coverage exists
pursuant to Dr. Schleifer’s employment agreement for the remaining 65% of
Dr. Schleifer’s salary. |
38
Change in Control Severance
Plan
Each of the Named Officers, other than our Chief Executive Officer,
participates in our change in control severance plan that was adopted by the
board of directors on January 20, 2006. The purposes of the plan are (i) to help
us retain key employees, (ii) to help maintain the focus of such employees on
our business and to mitigate the distractions caused by the possibility that we
may be the target of an acquisition, and (iii) to provide certain benefits to
such employees in the event their employment is terminated (or constructively
terminated) after, or in contemplation of, a change in control. On November 14,
2008, the change of control severance plan was amended and restated to bring it
into compliance with Section 409A of the Internal Revenue Code of 1986, as
amended.
Under the plan, each participant is entitled to receive a cash severance
payment in an amount equal to one, or in designated cases, including the Named
Officers other than Dr. Schleifer, two, times the sum of the participant’s
annual base salary and his or her average bonus over the prior three years if,
within twenty-four months after or six months before a change in control, either
the participant resigns his or her employment for Good Reason (as defined in the
plan) or the participant’s employment is terminated by the Company for any
reason other than Cause (as defined in the plan). This amount will be paid in a
lump sum severance payment. A participant so terminated is also entitled to
receive a pro rata bonus for the year in which he or she is terminated based on
the portion of the year the participant was employed by us. In addition, for
either one or two years, as the case may be, plan participants will receive
continuation of health care coverage and welfare benefits provided by us, to the
extent permitted by our benefit plans, at a cost no greater than what the
participant’s cost would have been if he or she had continued
employment.
In the event that a plan participant resigns his or her employment for
Good Reason (which generally conforms to the definition in Section 409A), or the
participant’s employment is terminated by the Company for any reason other than
Cause, in either case within twenty-four months after or six months before a
change in control, then the participant’s stock options and other equity awards
granted under our long-term incentive plans that would have vested prior to or
upon the change in control will become vested on the change in control date, and
the exercise period of such equity awards, and other equity awards held by the
participant that otherwise would have expired, will be extended to the later of
(i) thirty days following the first date after a change in control in which the
shares underlying the equity award may be traded, and (ii) the permitted
exercise date in the plan or grant assuming the change in control happened
immediately prior to the participant’s termination. However, in no event will
any stock option or other equity award be extended (i) beyond the expiration
date of the grant, or (ii) such that the grant will be subject to the additional
tax under Section 409A of the Internal Revenue Code.
In the event that a participant would become subject to a “golden
parachute” excise tax under Section 4999 of the Internal Revenue Code as a
result of severance benefits and payments, the severance benefits and payments
owed to the participant shall be reduced to an amount one dollar less than the
amount that would subject the participant to the excise tax, unless the total
severance benefits/payments net of the excise taxes are greater than the amount
that the participant would receive following any such reduction.
39
The following table shows the potential payments to our Named Officers
(other than our Chief Executive Officer), upon their termination (other than for
Cause) or resignation for Good Reason, in the two years following, or the six
months prior to, a change of control. The table assumes an effective termination
or resignation date of December 31, 2009.
Potential Payments Under Change of Control
Severance Plan
|
|
|
|
|
|
|
Value of |
|
|
|
|
|
|
|
|
|
Medical |
|
Accelerated Stock |
|
|
|
|
|
|
|
Cash |
|
Insurance |
|
Options/Restricted |
|
|
|
Total |
|
|
Severance (1) |
|
Continuation (2) |
|
Stock (3) |
|
Cutback |
|
Amount (5) |
George D. Yancopoulos, M.D., Ph.D.
(5) |
|
$2,039,570 |
|
|
$83,308 |
|
|
|
$22,579,932 |
|
|
|
|
$ |
24,702,810 |
Murray A. Goldberg (5) |
|
1,313,291 |
|
|
63,025 |
|
|
|
1,709,360 |
|
|
($134,985)(4) |
|
|
2,950,691 |
Neil Stahl, Ph.D. (5) |
|
1,227,767 |
|
|
39,234 |
|
|
|
3,496,646 |
|
|
|
|
|
4,763,647 |
Daniel Van Plew (5) |
|
981,745 |
|
|
83,726 |
|
|
|
1,013,950 |
|
|
|
|
|
2,079,421 |
____________________
(1) |
|
Equal to two
times the sum of (a) the Named Officer’s 2009 base salary and (b) the
average bonus paid to the Named Officer over the prior three
years. |
|
(2) |
|
Equal to the
estimated cost of providing each Named Officer and his dependents medical,
dental, disability, and life insurance coverage for twenty-four months,
plus the estimated cost of providing each Named Officer tax and financial
planning advisory services for twenty-four months. |
|
(3) |
|
For stock
options, equal to the aggregate amount of the differences between the
exercise prices of each Named Officer’s accelerated “in-the-money” stock
options and the closing sales price per share of the Company’s common
stock on the NASDAQ Global Select Market on December 31, 2009 of $24.18.
The amounts include the acceleration of stock options granted to these
Named Officers (other than Mr. Van Plew) in January 2005 as part of a
stock option exchange program and the performance stock options granted to
the Named Officers in December 2008 and December 2009. For Dr.
Yancopoulos, the amount also includes the value as of December 31, 2009 of
the unvested restricted stock granted to him in December
2007. |
|
(4) |
|
In accordance
with the terms of the change of control severance plan, the total amount
for Mr. Goldberg has been reduced to an amount one dollar less than the
amount that would subject him to an excise tax under Section 4999 of the
Internal Revenue Code. The total amount for Dr. Yancopoulos, Dr. Stahl,
and Mr. Van Plew has not been “cut back” as they would be in a more
favorable net-after tax position without any such reduction. |
|
(5) |
|
For purposes of
these calculations, (i) we used base salaries paid to the Named Officers
in 2009, and bonuses paid to the Named Officers in 2007, 2008, and 2009,
for performance in 2006, 2007, and 2008, respectively, (ii) we assumed
that each Named Officer received his 2009 bonus described in the Summary
Compensation Table on page 30, (iii) we took into consideration, for
purposes of determining whether each Named Officer was subject to a
reduction under the terms of the change in control severance plan, the
fact that each Named Officer’s stock options vest following an involuntary
termination without Cause or termination for Good Reason following a
change in control (parachute payments for time vesting stock options and
restricted stock were valued using Internal Revenue Code Treas. Reg.
Section 1.28G-1 Q&A 24(c)), (iv) we assumed an 8% annual increase in
medical, dental, disability, and life insurance premiums and employer cost
of tax and financial planning advisory services for 2010 and 2011, (v) we
assumed that the medical insurance benefits received in 2010 and 2011
would be taxable and that the Named Officers would be eligible for a tax
gross-up for these benefits under the terms of the change in control
severance plan, (vi) although the change in control severance plan
provides for restrictive covenants, including a one-year covenant
prohibiting the solicitation of company employees, no specific value has
been ascribed to these covenants, and (vii) although certain payments to
the Named Officers would be subject to potential delays upon separation of
service under Section 409A of the Internal Revenue Code, we did not
attempt to determine which, if any, payments would be
delayed. |
40
OTHER MATTERS
When are shareholder proposals due for the
2011 Annual Meeting of Shareholders?
A shareholder wishing to present a proposal at the 2011 Annual Meeting of
Shareholders must submit the proposal in writing and it must be received by the
Company at its principal executive offices at 777 Old Saw Mill River Road,
Tarrytown, New York 10591 by December 28, 2010, and must satisfy the other
conditions established by the Securities and Exchange Commission, in order for
such proposal to be considered for inclusion in the Company’s proxy statement
and form of proxy relating to that meeting.
Under our By-Laws, proposals of shareholders intended to be submitted for
a formal vote (other than proposals to be included in our proxy statement) at
the 2011 Annual Meeting may be made only by a shareholder of record who has
given notice of the proposal to the Secretary of the Company at our principal
executive offices no earlier than 90 days and no later than 60 days prior to the
meeting; provided that if less than 70 days notice or public disclosure of the
date of the 2011 Annual Meeting is given or made to shareholders, notice by the
shareholder in order to be timely must be received not later than the close of
business on the tenth day following the day on which such notice of the annual
meeting was first mailed or such public disclosure of the annual meeting was
made, whichever first occurs. The notice must contain certain information as
specified in our By-Laws. Assuming our 2011 Annual Meeting is held on June 10,
2011 in accordance with the Company’s past practice, and at least 70 days’
notice or prior public disclosure of the date of the 2011 Annual Meeting is
given or made to shareholders, notice of such proposals would need to be given
no earlier than March 12, 2011 and no later than April 11, 2011. Any proposal
received outside of such dates will not be considered “timely” under the federal
proxy rules for purposes of determining whether we may use discretionary
authority to vote on such proposal.
What happens if multiple shareholders share an
address?
Applicable rules permit brokerage firms and the Company to send one
annual report, proxy statement, or Notice of Internet Availability of Proxy
Materials to multiple shareholders who share the same address under certain
circumstances. This practice is known as “householding.” We believe that
householding will provide greater convenience for our shareholders, as well as
cost savings for us by reducing the number of duplicate documents that are sent
to your home. Consequently, we have implemented the practice of householding for
shares held in “street name” and intend to deliver only one annual report, proxy
statement, and Notice of Internet Availability of Proxy Materials to multiple
shareholders sharing the same address. If you wish to receive separate copies of
the proxy statement for the 2010 Annual Meeting, the 2009 annual report, or the
Notice of Internet Availability of Proxy Materials, you may find these materials
at our internet website (www.regeneron.com) or
you may stop householding for your account and receive separate printed copies
of these materials by contacting our Investor Relations Department, at Regeneron
Pharmaceuticals, Inc., 777 Old Saw Mill River Road, Tarrytown, New York 10591,
or by calling us at 914-345-7400 and these materials will be promptly delivered
to you. If you hold shares registered in your name (sometimes called a
shareholder of record), you can elect householding for your account by
contacting us in the same manner described above. Any shareholder may stop
householding for your account by contacting our Investor Relations Department at
the address and/or phone number included above. If you revoke your consent, you
will be removed from the householding program within 30 days of receipt of your
revocation and each shareholder at your address will receive individual copies
of our disclosure documents.
Are there any other matters to be addressed at
the Annual Meeting?
We know of no other matters to be brought before the Annual Meeting,
except as set forth in this proxy statement. If any other matter is properly
presented at the Annual Meeting upon which a vote may properly be taken, shares
represented by duly executed and timely submitted proxies will be voted on any
such matter in accordance with the judgment of the persons named as proxies in
the enclosed proxy card. Discretionary authority for them to do so is contained
in the enclosed proxy card.
41
Who will pay the costs related to this proxy
statement and the Annual Meeting?
The solicitation of proxies is being made on behalf of the Company and we
will bear the costs of the solicitation. We will be responsible for paying for
all expenses to prepare, print and mail the proxy materials to shareholders. In
accordance with the regulations of the Securities and Exchange Commission, we
will make arrangements with brokerage houses and other custodians, nominees, and
fiduciaries to send proxies and proxy materials to their principals and will
reimburse them for their reasonable expenses in so doing. In addition to the
solicitation by use of the mails and the Internet, our officers, directors, and
employees may solicit the return of proxies by telephone or personal
interviews.
How can you receive a printed copy of the
Company’s Annual Report on Form 10-K?
Interested shareholders may obtain without charge a copy of our Annual
Report on Form 10-K (without exhibits), which includes our audited financial
statements for the fiscal year ended December 31, 2009, required to be filed
with the Securities and Exchange Commission, by making a written request to
Regeneron Pharmaceuticals, Inc., 777 Old Saw Mill River Road, Tarrytown, New
York 10591, Attention: Investor Relations, or by calling our Investor Relations
Department at (914) 345-7400.
How do you elect to receive future proxy
materials electronically?
If you previously requested to receive proxy materials through the mail,
or by means of an e-mail with links to the proxy materials and the proxy voting
website, your election will remain in effect until you revoke it. Shareholders
currently receiving paper copies of our proxy materials and shareholders who
received a paper copy of the Notice of Internet Availability of Proxy Materials,
may instead elect to receive all future proxy materials electronically through
an e-mail with a link to these documents on the Internet. Receiving these
documents online conserves resources, saves the Company the cost of producing
and mailing documents to your home or business, and gives you an automatic link
to the proxy voting site.
If your shares are registered in your name or you hold shares in the
Company Stock Fund in the Company’s 401(k) Savings Plan, to enroll in the
electronic delivery service, vote your shares through the Internet at www.proxyvote.com
and, when prompted, indicate that you agree to receive or access shareholder
communications electronically in future years. If your shares are not registered
in your name, to enroll in the electronic delivery service, check the
information provided to you by your bank or broker, or contact your bank or
broker for instructions on how to elect to view future proxy statements and
annual reports over the Internet.
42
REGENERON PHARMACEUTICALS, INC.
777 OLD SAW MILL RIVER
ROAD
TARRYTOWN, NY 10591-6707
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic
delivery of information up until 11:59 P.M. Eastern Time the day before the
cut-off date or meeting date. Have your proxy card in hand when you access the
web site and follow the instructions to obtain your records and to create an
electronic voting instruction form.
Electronic Delivery of Future PROXY MATERIALS
If you would like to reduce the costs incurred
by our company in mailing proxy materials, you can consent to receiving all
future proxy statements, proxy cards and annual reports electronically via
e-mail or the Internet. To sign up for electronic delivery, please follow the
instructions above to vote using the Internet and, when prompted, indicate that
you agree to receive or access proxy materials electronically in future
years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your
voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off
date or meeting date. Have your proxy card in hand when you call and then follow
the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid
envelope we have provided or return it to Vote Processing, c/o Broadridge, 51
Mercedes Way, Edgewood, NY
11717.
TO VOTE, MARK BLOCKS
BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
|
KEEP THIS PORTION FOR YOUR RECORDS |
|
DETACH
AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS
VALID ONLY WHEN SIGNED AND DATED. |
|
|
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|
|
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|
|
For All |
Withhold All |
For
All Except |
To withhold
authority to vote for any individual nominee(s), mark “For All Except” and
write the number(s) of the nominee(s) on the line below.
|
|
|
|
|
The Board of
Directors recommends that you vote FOR the following: |
|
o |
o |
o |
|
|
|
|
|
1. |
Election of Directors |
|
|
|
|
|
|
|
|
|
|
|
Nominees |
|
|
|
|
|
01 |
Leonard S.
Schleifer |
02 Eric M. Shooter |
03 George D.
Yancopoulos |
|
|
|
The Board of
Directors recommends you vote FOR the following
proposal(s): |
|
For |
Against |
Abstain
|
|
|
|
2. |
Proposal to
ratify the appointment of PricewaterhouseCoopers LLP as the Company's
independent registered public accounting firm for the fiscal year ending
December 31, 2010.
|
o |
o |
o |
|
|
|
NOTE: In their discretion, the named proxies
may vote on such other business as may properly come before the Annual
Meeting or at any adjourned or postponed session thereof. |
|
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|
Please sign exactly as your name(s) appear(s) hereon. When signing
as attorney, executor, administrator, or other fiduciary, please give full
title as such. Joint owners should each sign personally. All holders must
sign. If a corporation or partnership, please sign in full corporate or
partnership name, by authorized officer.
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Signature [PLEASE SIGN WITHIN BOX] |
Date |
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Signature (Joint Owners) |
Date |
|
Important Notice
Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice & Proxy Statement, Annual
Report is/are available at www.proxyvote.com. |
REGENERON PHARMACEUTICALS, INC.
Annual Meeting of Shareholders June 11, 2010 10:30
AM This proxy is solicited by the Board of
Directors
The undersigned
hereby appoints Leonard S. Schleifer, M.D., Ph.D. and Stuart A. Kolinski,
and each of them individually, as lawful proxies, each with full power of
substitution, to represent the undersigned, with all powers that the
undersigned would posses if personally present, and to vote, as indicated
on the reverse side of this card, all shares of Common Stock and Class A
Stock of Regeneron Pharmaceuticals, Inc., that the undersigned would be
entitled to vote if personally present, at the Annual Meeting of
Shareholders of the Company to be held on June 11, 2010 or at any
adjourned or postponed session thereof. This proxy revokes all prior
proxies given by the undersigned.
SHARES REPRESENTED BY THIS PROXY WILL BE
VOTED AT THE MEETING AND AT ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF IN
ACCORDANCE WITH THE SHAREHOLDER'S SPECIFICATIONS ABOVE. IF YOU SIGN AND
RETURN YOUR PROXY CARD IN A TIMELY MANNER, BUT DO NOT INDICATE HOW THESE
SHARES ARE TO BE VOTED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE
NOMINEES NAMED ABOVE AS DIRECTORS AND FOR PROPOSAL 2. THIS PROXY ALSO
CONFERS DISCRETIONARY AUTHORITY WITH RESPECT TO MATTERS NOT KNOWN OR
DETERMINED AT THE TIME OF THE MAILING OF THE NOTICE OF THE ANNUAL MEETING
OF SHAREHOLDERS TO THE
UNDERSIGNED.
Continued and to be signed on reverse
side
|