Remuneration of supervisory board members
Remuneration structure components
The remuneration of supervisory board members consists of (i) a fixed annual cash amount, and (ii) an equity-based component. The remuneration of the supervisory board members does not contain a variable component, and hence no performance criteria apply to their remuneration.
In accordance with the remuneration policy and the decision of the annual shareholders’ meeting of 28 April 2020, the remuneration of the supervisory board members for the exercise of their mandate during the financial year ending 31 December 2021 consisted of the following components:
Supervisory board members |
Supervisory board |
Audit committee |
Nomination and remuneration committee |
TOTAL REMUNERATION |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Cash remuneration |
Equity-based remuneration |
||||||||||||||
Chairman |
Member |
Cash (gross amount) granted to acquire GLPG shares(1) |
Acquired GLPG shares(1) |
Chairman |
Member |
Chairman |
Member |
||||||||
Dr. Rajesh Parekh |
€100,000 |
|
€100,000 |
1026 |
|
|
€20,000 |
|
€220,000 |
||||||
Mr. Howard Rowe |
|
€50,000 |
€50,000 |
512 |
€20,000 |
|
|
|
€120,000 |
||||||
Ms. Katrine Bosley(2) |
|
€50,000 |
€- |
- |
|
|
|
€15,000 |
€65,000 |
||||||
Dr. Mary Kerr |
|
€50,000 |
€50,000 |
512 |
|
€15,000 |
|
|
€115,000 |
||||||
Mr. Peter Guenter |
|
€50,000 |
€50,000 |
522 |
|
€15,000 |
|
|
€115,000 |
||||||
Dr. Elisabeth Svanberg |
|
€50,000 |
€50,000 |
522 |
|
|
|
€15,000 |
€115,000 |
||||||
Mr. Daniel O’Day(3) |
|
|
|
|
|
|
|
|
N/A(3) |
||||||
Dr. Linda Higgins(3) |
|
|
|
|
|
|
|
|
N/A(3) |
||||||
|
|||||||||||||||
Cash remuneration
The supervisory board members receive a fixed annual cash amount, irrespective of the number of board meetings that are held during the year. These board fees are paid in quarterly installments at the end of each calendar quarter.
For the financial year 2021 the chairman of the supervisory board received cash remuneration of €100,000 and the other members €50,000 each. In addition, committee membership entitles the supervisory board members to an additional €15,000 in cash and committee chairmanship to an additional €20,000 in cash.
Equity based remuneration
In accordance with provision 7.6 of the 2020 Code, Galapagos also grants supervisory board members an equivalent to remuneration in shares. During the financial year 2021, the supervisory board members received the following additional cash compensation: for the chairman of the supervisory board €100,000 and for the other members €50,000 each, in each case subject to the requirement to use the net amount (after taxes) to acquire Galapagos shares. One supervisory board member waived the equity-based remuneration for the financial year 2021. These share purchases took place on 15 December 2021 and resulted in the number of shares identified in the table above. The shares that each supervisory board member so acquires are to be held until at least one year after the supervisory board member leaves the supervisory board and at least three years after the time of acquisition. These latter payments make up the equivalent of an equity component of the supervisory board members’ remuneration, as recommended by the 2020 Code.
As of 2020 Galapagos does not grant any subscription rights to supervisory board members (non-executive directors).