Severance clauses and payments
Severance payments for departing management board members
In 2021 Dr. Piet Wigerinck, CSO and management board member, left Galapagos. Upon substantiated recommendation of the nomination and remuneration committee, the supervisory board approved the following severance package: (i) a severance compensation equal to six months of remuneration, i.e. €212,500, (ii) a one-time lump-sum payment of €553,766 as compensation for his unvested outstanding RSUs on his termination date and (iii) a non-compete of 12 months after the termination date in consideration of the payment by Galapagos of a monthly fee of €35,416.66 as stipulated in his management contract, except if Galapagos waives enforcement of the non-compete. Galapagos also paid Dr. Wigerinck’s 2021 pro rata (11/12) maximum cash bonus.
Dr. Wigerinck will not receive the long-term portion of the 2021 bonus, being a number of RSUs equivalent to the 2021 short-term cash bonus. He qualifies as a good leaver under the terms and conditions of the subscription right plans and this is not part of his severance package.
On 30 August 2021, Galapagos announced the planned retirement of its CEO Onno van de Stolpe. After a transition period during which the retiring CEO will hand over his activities, Stoffels IMC BV, permanently represented by Dr. Paul Stoffels will fully take over as CEO effective 1 April 2022. Upon substantiated recommendation of the nomination and remuneration committee, the supervisory board approved the following retirement package: a non-compete of 12 months against the payment of a monthly fee of €150,000 by Galapagos, except if Galapagos waives enforcement of the non-compete. Until 31 October 2022, Onno van de Stolpe will execute a purely advisory role as advisory member of the management board, for which he will continue to receive his base salary and benefits, including entitlement to RSU pay-outs until the aforementioned date. In 2022, Onno van de Stolpe will not be eligible to 2022 performance variable remuneration, i.e. a cash bonus and the long-term portion of the bonus for 2021. Furthermore, he will not be eligible for any equity grants (RSUs and subscription rights) in 2022. He qualifies as a good leaver under the terms and conditions of the subscription right plans and this is not part of his severance package.