Remuneration of the members of the Board of Directors
Remuneration structure components
The remuneration of the members of the Board of Directors consists of (i) a fixed annual cash amount, and (ii) an equity-based component. The remuneration of the directors does not contain a variable component, and hence no performance criteria apply to their remuneration.
In accordance with our remuneration policy and the decision of the annual Shareholders’ Meeting of 28 April 2020, the remuneration of the members of the Board of Directors for the exercise of their mandate during the financial year ending 31 December 2022 consisted of the following components:
Directors |
Board of Directors |
Audit Committee |
Nomination Committee(2) |
Remuneration Committee(2) |
TOTAL REMUNERATION |
||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Cash remuneration |
Equity-based remuneration |
Cash remuneration |
Cash remuneration |
Cash remuneration |
|||||||||||||||||||||||
Chairman |
Member |
Cash granted to acquire GLPG shares(1) |
Acquired GLPG shares(1) |
Chairman |
Member |
Chairman |
Member |
Chairman |
Member |
||||||||||||||||||
Stoffels IMC BV, permanently represented by Dr. Paul Stoffels(3) |
N/A |
|
N/A |
|
|
|
|
N/A |
|
|
N/A(3) |
||||||||||||||||
Dr. Rajesh Parekh(4) |
€32,143 |
€33,929 |
€66,000 |
697 |
|
|
€13,571 |
|
€20,000 |
|
€165,643 |
||||||||||||||||
Dr. Mary Kerr |
|
€50,000 |
€50,000 |
528 |
|
€15,000 |
|
|
|
|
€115,000 |
||||||||||||||||
Mr. Peter Guenter |
|
€50,000 |
€50,000 |
539 |
|
€15,000 |
|
|
|
|
€115,000 |
||||||||||||||||
Dr. Elisabeth Svanberg |
|
€50,000 |
€50,000 |
532 |
|
|
|
|
|
€15,000 |
€115,000 |
||||||||||||||||
Mr. Jérôme Contamine(5) |
|
€34,066 |
€34,000 |
366 |
€13,626 |
|
|
€10,220 |
|
€10,220 |
€102,131 |
||||||||||||||||
Dr. Dan Baker(5) |
|
€34,066 |
€34,000 |
363 |
|
|
|
|
|
|
€68,066 |
||||||||||||||||
Mr. Howard Rowe(6) |
|
€16,071 |
€16,000 |
158 |
€6,429 |
|
|
|
|
|
€38,500 |
||||||||||||||||
Ms. Katrine Bosley(6) (7) |
|
€16,071 |
€- |
- |
|
|
|
|
|
€4,821 |
€20,892 |
||||||||||||||||
Mr. Daniel O’Day(8) |
|
|
|
|
|
|
|
|
|
|
N/A(8) |
||||||||||||||||
Dr. Linda Higgins(8) |
|
|
|
|
|
|
|
|
|
|
N/A(8) |
||||||||||||||||
|
|||||||||||||||||||||||||||
Effective from 26 April 2022, our new Chief Executive Officer, Stoffels IMC BV (permanently represented by Dr. Paul Stoffels) has been appointed as the Chairman of the Board of Directors of Galapagos. The Chief Executive Officer will only be remunerated for the performance of its executive functions as Chief Executive Officer and is not entitled to any additional remuneration for its mandates of Chairman of the Board of Directors or of any Committee.
Cash remuneration
The members of the Board of Directors receive a fixed annual cash amount, irrespective of the number of Board meetings that are held during the year. The remuneration of the directors does not contain a variable part. These Board fees are paid in quarterly installments at the end of each calendar quarter.
For the financial year 2022 the previous Chairman of the Board of Directors, Mr. Rajesh Parekh, received a total cash remuneration of €67,072 and the other members €50,000 each (if in function for the entire year). In addition, Committee membership entitles the directors to an additional €15,000 in cash and Committee chairmanship to an additional €20,000 in cash (if in function for the entire year).
Equity based remuneration
In accordance with provision 7.6 of the 2020 Code, Galapagos also grants members of the Board of Directors an equivalent to a remuneration in shares, being a cash amount equal to the respective Board member’s annual cash remuneration whereby the net portion (after taxes) should be used to acquire Galapagos shares. During the financial year 2022, the members of the Board of Directors received the following additional cash compensation: for the previous Chairman of the Board of directors €100,000 (prorated amount if not in function for the entire year) and for the other members €50,000 each (prorated amount if not in function for the entire year), in each case subject to the requirement to use the net amount (after taxes) to acquire Galapagos shares. One former Board member waived the equity-based remuneration for the financial year 2022. These share purchases resulted in the number of shares identified in the table above. The shares that each director so acquires are to be held until at least one year after the Board member leaves the Board of Directors and at least three years after the time of acquisition. These latter payments make up the equivalent of an equity component of the members of the Board of Directors’ remuneration, as recommended by the 2020 Code.
As of 2020 Galapagos does not grant any subscription rights to members of the Board of Directors (non-executive directors).