Equity components of the remuneration

Subscription rights awarded, exercised or expired

In 2021, we issued three subscription right plans for the benefit of employees of the group and of management board members: Subscription Right Plan 2021 BE, Subscription Right Plan 2021 RMV and Subscription Right Plan 2021 ROW. The management board members were offered new subscription rights under Subscription Right Plan 2021 BE, subject to acceptance. Subscription rights is the new term for instruments formerly referred to as “warrants” under the new Belgian Companies Code. The final number of accepted subscription rights under Subscription Right Plan 2021 BE was enacted by notary deeds of 2 July 2021 and 18 August 2021. The table below sets forth the numbers of subscription rights offered and accepted by each management board member in 2021 under Subscription Right Plan 2021 BE.

The main characteristics of the subscription right plans offered to the management board members are as follows:

• The subscription rights are offered for no consideration;
• The subscription rights typically have a lifetime of eight years and a vesting period of three years after the year of grant;
• Good and bad leaver rules apply in case of termination prior to the end of the vesting period; and
• The subscription rights are not transferable.

Under Subscription Right Plan 2021 BE, the subscription rights have a lifetime of eight years and an exercise price of €64.76. Each subscription right gives the right to subscribe for one new Galapagos share. For all the beneficiaries under the Subscription Right Plan 2021 BE, the subscription rights vest only and fully on the first day of the fourth calendar year following the calendar year in which the grant was made. The subscription rights can in principle not be exercised prior to 1 January 2025. The table below sets forth the main characteristics for subscription right plans issued during previous years.

As from 1 January 2020, Galapagos no longer grants any subscription rights to supervisory board members, taking into account the stricter rules of the Belgian Companies Code and provision 7.6 of the 2020 Code, which stipulates that non-executive directors should not be entitled to receive stock options. Prior to 2020, supervisory board members were granted subscription rights and hence the table below also contains disclosures for supervisory board members.

No subscription rights expired for management board or supervisory board members in 2021.

The table below sets forth the subscription rights outstanding and exercisable per 31 December 2021 for the management board and supervisory board members, the subscription rights awarded to the management board members during 2021 and exercised by the management board or supervisory board members in 2021, including for our former CSO Dr. Wigerinck:

At the end of 2021, Mr. Onno van de Stolpe held 438,889 shares of Galapagos NV and 870,000 subscription rights, Mr. Bart Filius held 25,000 shares and 305,000 subscription rights, Dr. Walid Abi-Saab held 2,500 shares and 245,000 subscription rights, Dr. Andre Hoekema held 42,857 shares and 355,000 subscription rights, and Mr. Michele Manto held 1,000 shares and 190,000 subscription rights.

RSUs offered to, vested or expired for the management board members

In 2021, the management board were offered new RSUs under 2021 RSU Annual Long-Term Incentive Plan and the 2021 RSU Retention Plan, subject to acceptance. The members of the management board accepted all RSUs offered to them, except for two management board members who did not accept their grant under the 2021 RSU Annual Long-Term Incentive Plan. The grant under the 2021 RSU Annual Long-Term Incentive Plan is the long-term portion of the bonus for 2020 and this RSU grant will vest in full three years after the offer date. The grant under the 2021 RSU Retention Plan has a four-year vesting period, with 25% vesting each year and a first vesting date on 1 May 2022. The RSUs are not transferable. The table below sets forth the total number of RSUs offered to each management board member during 2021: Mr. Onno van de Stolpe: 63,830 RSUs, Mr. Bart Filius: 62,730 RSUs, Dr. Piet Wigerinck: 835 RSUs, Dr. Walid Abi-Saab: 44,038 RSUs, Dr. Andre Hoekema: 52,312 RSUs and Mr. Michele Manto: 31,694 RSUs.

The main characteristics of the RSU plans for the management board members are as follows:

• The RSUs are offered for no consideration;
• Three or four year vesting periods apply, as set forth per plan in the table below;
• In case of termination of service before the vesting date, forfeiture rules apply.

Each RSU represents the right to receive, at Galapagos’ discretion, one Galapagos share or a payment in cash of an amount equivalent to the volume-weighted average price of the Galapagos share on Euronext Brussels over the 30-calendar day period preceding the relevant vesting date. However, in respect of management board members, any vesting prior to the third anniversary of the offer date will always give rise to a payment in cash rather than a delivery of shares as an incentive.

No RSUs expired during financial year 2021. The table below sets forth the main characteristics of RSU plans issued to the management board members in 2019, 2020 and 2021, the number of RSUs awarded to each management board member under the respective RSU Plan, and the number of RSUs vested and paid out to each management board member during 2021, including for our former CSO, Dr. Wigerinck:

Pursuant to the terms and conditions of the RSU plans all unvested RSUs of Dr. Piet Wigerinck, as set out in the table above, became null and void on his termination date, 30 November 2021. Reference is made to the one-time lump-sum payment as compensation for his unvested outstanding RSUs as set out in the section on severance payments for departing management board members.

In 2022, as part of the management board’s long-term variable remuneration, a number of RSUs equivalent to the 2021 short-term cash bonuses (based on the average share price of the Galapagos share on Euronext Amsterdam during the month of April 2022) will be granted to the management board members under the 2022 RSU Annual Long-Term Incentive Plan (i.e. the long-term portion of the bonus for 2021), except to the retiring CEO.