Supervisory board of Galapagos NV

Composition of the supervisory board

Per 31 December 2021, our supervisory board consists of the following members:

Rajesh Parekh, MA, DPhil has served as the Chairman and non-executive member of our supervisory board since 2004. Dr. Parekh is a General Partner at Advent Life Sciences LLP, which he joined in 2006. During an academic career at Oxford University, he co-founded Oxford GlycoSciences PLC, where he served as Chief Scientific Officer and Chief Executive Officer from 1988 until its sale to Celltech Group PLC (now UCB SA) in 2003. He has founded or served on the boards of several life sciences companies in the United States and Europe including Avila Therapeutics, Inc., EUSA Pharma (Europe) Limited, Biocartis NV, Amsterdam Molecular Therapeutics (AMT) Holding NV (now uniQure), Aura, Inc., Artax, Inc., and Project Paradise Limited. He was also a member of the supervisory board of the Novartis Venture Fund. Dr. Parekh currently serves as a member of the board of directors of Advent Life Sciences LLP, Aleta, Inc., Alpha Anomeric SAS, Amphista Therapeutics Ltd., Arrakis, Inc., Aura Biosciences, Eloxx, Inc., Levicept Limited, PE Limited, Pheno Therapeutics Ltd. and Tridek-One Therapeutics SAS. He received his MA in Biochemistry and DPhil in Molecular Medicine from the University of Oxford, where he has also been a Senior Research Fellow and Professor.

Howard Rowe, JD has served as a non-executive member of our supervisory board since 2010. Mr. Rowe is Managing Director at Hayfin Capital Management LLP, where he serves as Head of Healthcare and is a member of the Investment Committee and Operating Committee. Prior to joining Hayfin Capital Management LLP, he was a Managing Director with The Goldman Sachs Group, Inc. where he had multiple healthcare responsibilities over his 12 years at the firm. His most recent roles at Goldman Sachs were as part of the European Special Situations and Principal Strategies teams where he established and led the private healthcare investing effort. During that time he served on the boards of EUSA Pharma (Europe) Limited, Healthcare Brands International Limited, SmallBone Innovations, Inc., MedAvante, Inc. and Ikonisys, Inc. Prior to his investing activities, Mr. Rowe was a senior member of the European Healthcare Investment Banking team, where he advised numerous corporate clients on M&A and corporate finance activities. Before joining Goldman Sachs, he was a corporate lawyer with the law firm Sullivan & Cromwell LLP. Mr. Rowe received his Bachelor of Science in Psychobiology from the University of Southern California and his JD from Harvard Law School.

Katrine Bosley has served as a non-executive member of our supervisory board since 2013. Ms. Bosley served as the President, Chief Executive Officer and member of the board of directors of Editas Medicine, Inc. from June 2014 to March 2019. Prior to joining Editas, she was the Entrepreneur-in-Residence at The Broad Institute from 2013 to 2014. From 2009 to 2012, she was President, Chief Executive Officer and member of the board of directors of Avila Therapeutics, Inc., which was acquired by Celgene Corporation in 2012. She served as President, Celgene Avilomics Research at Celgene in 2012. Prior to her time at Avila Therapeutics she was Vice President, Strategic Operations at Adnexus, a Bristol-Myers Squibb R&D Company, and was Vice President, Business Development at Adnexus Therapeutics, Inc. before that. Ms. Bosley joined Adnexus Therapeutics from Biogen Idec, Inc. where she had roles in business development, commercial operations and portfolio strategy in the United States and Europe. Ms. Bosley graduated from Cornell University with a B.A. in Biology. She served on the board of the Biotechnology Innovation Organization and currently serves on the boards of Genocea Biosciences, Inc., and of the Massachusetts Eye and Ear Institute. Ms. Bosley also serves as chairman of the board of Arrakis Therapeutics.

Mary Kerr, Ph.D., has served as non-executive member of our supervisory board since 26 July 2016 and is Chief Executive Officer of NeRRe Therapeutics. She was Co-Founder and CEO of KaNDy Therapeutics until the company was acquired by Bayer in September 2020 for an upfront consideration of $425 million, potential development and regulatory milestone payments of up to $450 million, followed by potential additional triple digit million sales milestone payments. Before her career in Biotech, Dr. Kerr held a range of senior leadership roles at GSK over more than 20 years, including Senior Vice President and Global Franchise leader for the Immuno-inflammation and Infectious Diseases franchise. Mary was a founding member and on the Corporate Executive team of ViiV Healthcare. She has spent most of her career on the R&D commercial interface in global strategy and regional operational roles, predominantly in the specialty and orphan space. Dr. Kerr gained a Ph.D. in Pharmacology at the University of Bradford, did post-doctoral research at the Michigan Cancer Foundation in Detroit, and has an MBA from the University of Kingston.

Peter Guenter has served as a non-executive member of our supervisory board since 30 April 2019. Mr. Guenter is a member of the Executive Board of Merck KGaA and Chief Executive Officer of Healthcare since January 2021. Before joining Merck, he served as Chief Executive Officer of Almirall from 2017 to 2020. Prior to joining Almirall, he worked at Sanofi for 22 years, most recently as Executive Vice President Diabetes and Cardiovascular Global Business Unit. During his tenure at Sanofi, he held many senior positions including Vice President Eastern Europe and Northern Europe, Vice President Business Management and Support, General Manager Germany, Senior Vice President Europe, Executive Vice President Global Commercial Operations and Executive Vice President General Medicine and Emerging Markets. He was a member of Sanofi’s Executive Committee from 2013 till August 2017. Before joining Sanofi, he held different positions in sales and marketing at Smith Kline and Ciba Geigy. Mr. Guenter is currently also a member of the board of the European Federation of Pharmaceutical Industries and Associations (EFPIA). He is a Belgian citizen and holds a Master’s Degree in Physical Education from the Faculty of Medicine and Health Sciences, University of Ghent.

Daniel O’Day has served as a non-executive member of our supervisory board since 22 October 2019. Mr. O’Day is Chairman of the board of directors and Chief Executive Officer of Gilead Sciences, which employs more than 14,000 people worldwide. Prior to joining Gilead in 2019, Mr. O’Day served as the Chief Executive Officer of Roche Pharmaceuticals. His career at Roche spanned more than three decades, during which he held several executive positions in the company’s pharmaceutical and diagnostics divisions in North America, Europe and Asia. He served as a member of the company’s Corporate Executive Committee, as well as on a number of public and private boards, including Genentech, Flatiron Health and Foundation Medicine. Mr. O’Day currently serves on the board of directors for the Pharmaceutical Research and Manufacturers of America Organization. Mr. O’Day is a U.S. citizen and holds a bachelor’s degree in biology from Georgetown University and an MBA from Columbia University in New York.

Linda Higgins, Ph.D. has served as a non-executive member of our supervisory board since 22 October 2019. Linda Slanec Higgins, Ph.D., joined Gilead Sciences, Inc. in 2010 and is currently Sr. Vice President Research Strategy, Innovation, & Portfolio. In her first ten years at Gilead she led Biology, significantly expanding the therapeutic area scope and capabilities of the department. She founded External Innovation as integral component for Research. She previously served as the President & CEO of InteKrin Therapeutics and as Head of Research at Scios, Inc., a Johnson & Johnson company, where she provided leadership for drug discovery, preclinical development, and translational medicine. Dr. Higgins is passionate about biopharmaceutical discovery and development, and has been dedicated to excellence in applied scientific research since 1991. She has led projects and departments in multiple therapeutic areas including CNS, fibrosis, inflammation, cardiovascular, virology, and oncology. Dr. Higgins built many of these as new areas at Scios and Gilead. Dr. Higgins is a U.S. citizen and earned an A.B. in Behavioral Physiology from Kenyon College, a Ph.D. in Neurosciences from the University of California, San Diego School of Medicine, and completed postdoctoral training in Molecular Genetics at the Howard Hughes Medical Institute at the University of California, Berkeley. She has authored over 50 original peer reviewed scientific papers and invited reviews and is an inventor of over a dozen patents. Dr. Higgins serves as a non-executive director on the board of Arcus Biosciences, Inc. and Tizona Therapeutics, Inc.

Elisabeth Svanberg, MD, Ph.D. has served as a non-executive member of our supervisory board since 28 April 2020. Elisabeth Svanberg received her MD and PhD from the University of Gothenburg, Sweden and is a board certified general surgeon and associate professor of surgery. Dr. Svanberg joined Serono International in 2000, initially in the field of metabolism and subsequently held roles of increasing responsibilities before joining Bristol Myers Squibb (BMS) in the United States in 2007. At BMS, Dr. Svanberg served as development leader for a first in class novel diabetes medicine and subsequently as Head of Medical Affairs for the Intercontinental region. In 2014, Dr. Svanberg joined Janssen Pharmaceuticals (a Johnson & Johnson Company) as Vice President, Head of the Established Products group managing a portfolio of 90 products, used by an estimated 150 million patients globally. Since 2016, Dr. Svanberg serves as the Chief Development Officer at Ixaltis SA and since 2020 as Chief Medical Officer at Kuste Biopharma, specialty pharmaceutical companies developing proprietary therapeutics to treat genitourinary (GU) disorders with unmet medical need. Dr. Svanberg serves as a non-executive director on the boards of Egetis AB (formerly PledPharma AB) (since 2017), Swedish Orphan Biovitrum AB (SOBI, since 2018), Pharnext SA (since 2020) and Amolyt Pharma SAS (since 2021).

About the supervisory board

Galapagos' supervisory board consists of minimum five and maximum nine members. All supervisory board members are non-executive directors, including the Chairman. At least three supervisory board members are independent. On 31 December 2021, the supervisory board consisted of eight members, five of whom are independent within the meaning of article 7:106 juncto article 7:87 of the Belgian Companies Code and provision 3.5 of the 2020 Code.

The supervisory board members are appointed by the shareholders’ meeting upon the proposal of the supervisory board, for a renewable term of up to four years. Members of the supervisory board whose mandate has come to an end may be reappointed. When a position on the supervisory board becomes vacant, the remaining members may temporarily fill the mandate until the next shareholders’ meeting appoints a new supervisory board member. Each member of the supervisory board appointed this way by the shareholders’ meeting shall complete the mandate of the member of the supervisory board he replaces, unless the shareholders’ meeting decides otherwise. The nomination and remuneration committee nominates, for the approval of the supervisory board, candidates to fill vacancies and advises on proposals for appointment originating from shareholders, in each case taking into account Galapagos’ needs and the selection criteria determined by the supervisory board.

In 2021, the following persons, as identified in the table above, were members of the supervisory board: Dr. Parekh (Chairman), Mr. Rowe, Ms. Bosley, Dr. Kerr, Mr. Guenter, Mr. O’Day, Dr. Higgins and Dr. Svanberg. Mr. Rowe, Ms. Bosley, Dr. Kerr, Mr. Guenter and Dr. Svanberg were appointed as independent supervisory board members within the meaning of article 7:106 juncto article 7:87 of the Belgian Companies Code and provision 3.5 of the 2020 Code. In 2021, the supervisory board was therefore composed of a majority of independent members.

At the annual shareholders’ meeting of 28 April 2021, the mandates of Dr. Parekh and Ms. Bosley were renewed respectively for a term of four years and one year.

In 2021, the supervisory board thus consisted of four women and four men, representing four different nationalities and different age categories.

During 2021, Galapagos NV complied with the Law of 28 July 2011 with respect to gender diversification in the supervisory board, and in accordance with article 7:106 of the Belgian Companies Code, the supervisory board will continue to monitor future compliance. In proposing candidates, particular consideration is given to diversity in gender, age, nationality, educational and professional background, as well as complementary skills, knowledge and experience. The profiles of all supervisory board members are included in this report and available on www.glpg.com.

The supervisory board’s role is to pursue the long-term success of Galapagos. The board does so by assuming the authority and responsibilities assigned to it by Belgian corporate law and by combining entrepreneurial leadership with appropriate risk assessment and management. Each of the supervisory board members’ expertise and experience is exemplified by the varied professional activities they carry out and offices they hold. During its meetings in 2021, the supervisory board dealt with matters pertaining to, among other things, our strategy and growth, the new arrangement with Gilead for the commercialization and development of filgotinib, the evaluation of other business development opportunities, the search and recruitment of a suitable successor to lead our organization and a CSO, clinical trial results and shareholder activism, convening of the shareholders’ meeting and preparation of resolutions to be submitted for approval to the shareholders, and review and approval of our financial reporting.

In 2021, given the continuing COVID-19 pandemic and all related safety measures, the supervisory board was unable to hold regular in person meetings, which were instead replaced by digital meeting formats. Sixteen meetings took place by telephone conference or videocall to discuss specific matters, including one meeting in the presence of a notary public (relating to the issuance of Subscription Right Plan 2021 BE, Subscription Right Plan 2021 RMV and Subscription Right Plan 2021 ROW). The meeting in the presence of a notary was attended by Mr. Guenter and Dr. Svanberg via telephone conference; all other directors were represented by proxy. The attendance rate for the other meetings, as identified in the table above, was as follows: Dr. Parekh: 100%; Mr. Rowe: 93%; Ms. Bosley: 93%; Dr. Kerr: 100%; Mr. Guenter: 67%; Mr. O’Day: 87%; Dr. Higgins: 93% and Dr. Svanberg: 100%. The overall attendance rate was 92%. Mr. O’Day and Dr. Higgins recused themselves from one meeting because of a conflict of interest, in accordance with article 7:115, § 1, 4 of the Belgian Companies Code, as set forth in further detail in the section titled Conflict of interests and related parties.

The supervisory board acts as a collegial body. A formal evaluation of the supervisory board and its committees was carried out in September 2021. Each board member provided feedback through individual assessment forms. The results were presented on an aggregate basis by the secretary ad interim of the supervisory board and served as a basis for discussion by the full supervisory board. This evaluation specifically addressed the functioning of the supervisory board, the size and composition of the supervisory board, the interaction between the supervisory board and the management board, and the functioning of the audit committee and the nomination and remuneration committee.

The supervisory board has appointed a secretary entrusted with the functions set out in Galapagos’ corporate governance charter.