Deviations from the remuneration policy

Galapagos’ remuneration policy sets out that the supervisory board may decide to deviate from any items of the policy if necessary to serve the long-term interests and sustainability of Galapagos. Any such deviation must be discussed at the nomination and remuneration committee, which will provide a substantiated recommendation to the supervisory board.

During the financial year 2021, the supervisory board decided to deviate from the Galapagos’ remuneration policy, upon substantiated recommendation of the nomination and remuneration committee, with the intention of serving the long-term interests and sustainability of Galapagos and in view of a successful and thorough implementation of the leadership transition whilst guaranteeing continuity, at three occasions:

• On 22 June 2021, a termination package for Dr. Wigerinck has been approved, being, in addition to a 6 months’ severance compensation of €212,500, a one-time lump-sum payment of €553,766 for his unvested outstanding RSUs at his termination date and a non-compete of 12 months in consideration of the payment by Galapagos of a monthly fee €35,416.66 as stipulated in his management contract. However, his total termination package does not exceed his annual remuneration for the financial year 2020 (for which shareholder approval would have been required);
• On 26 August 2021, a retirement package for Mr. van de Stolpe has been approved, being a non-compete of 12 months in consideration of the payment by Galapagos of a monthly fee of €150,000. However, his total retirement package does not exceed his annual remuneration for the financial year 2020 (for which shareholder approval would have been required); and
• On 20 September 2021, a one-time deviation of the vesting rules of the RSU Plan 2021.IV for the RSU grant under the aforementioned plan to Dr. Hoekema has been approved. The second vesting of 25% (corresponding with 12,858 RSUs) will occur earlier than under the normal plan rules.