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Remuneration for the Board of Directors

Remuneration structure components

In accordance with our Remuneration Policy and the decision of the annual Shareholders’ Meeting of 28 April 2020, the Board of Directors fee levels applicable for financial year 2023 were as set out in the table below. Note that the remuneration of the Directors does not include any variable remuneration or benefits, except for tax filing support in respect of Galapagos’ remuneration.

Role

Annual cash fee level

Annual cash fee level to acquire GLPG shares(1)

Chair(2)

€100,000

€100,000

Non-Executive Director

€50,000

€50,000

Committee Chair

€20,000

N/A

Committee member

€15,000

N/A

(1)

The non-executive Directors receive a cash compensation equal to the amount of their fixed annual cash remuneration (not taking into account fees for Committee membership and Chairmanship) subject to the commitment by each non-executive Director to use the net portion (after taxation) of such cash remuneration to purchase shares of Galapagos in the open market within a set period of time after receipt of such cash remuneration. The shares that each Director so acquires must be held until at least one year after the Director leaves the Board of Directors and at least three years after the time of acquisition. This cash compensation constitutes the equivalent of the equity component of the members of the Board of Directors’ remuneration, as recommended by section 7.6 of the 2020 Corporate Governance Code.

(2)

The Chair fees were not payable for financial year 2023, as the CEO is only remunerated for the performance of his executive functions as CEO and is not entitled to any additional remuneration for his mandates of Chair of the Board of Directors and Committee member.

2023 remuneration

In accordance with our Remuneration Policy and the decision of the annual Shareholders' Meeting of 28 April 2020, the effective remuneration of the members of the Board of Directors for the exercise of their mandate during the financial year ending 31 December 2023 is as set out in the following table:

Directors

Board of Directors

Audit Committee

Nomination Committee

Remuneration Committee

Science and Development Committee(2)

TOTAL REMU­NERATION

Cash remuneration

Equity-based remuneration

Cash remuneration

Cash remuneration

Cash remuneration

Cash remuneration

Chair

Member

Cash granted to acquire GLPG shares(1)

Acquired GLPG shares(1)

Chair

Member

Chair

Member

Chair

Member

Chair

Member

Stoffels IMC BV,
permanently represented by Dr. Paul Stoffels(3)

N/A

 

N/A

 

 

 

 

N/A

 

 

 

N/A

N/A

Dr. Rajesh Parekh(4)

 

€22,253

€22,000

264

 

 

€4,389

 

€4,389

 

 

 

€53,031

Dr. Mary Kerr(5)

 

€35,870

€36,000

441

 

€10,761

 

 

 

 

 

 

€82,631

Mr. Peter Guenter

 

€50,000

€50,000

644

 

€15,000

 

 

 

 

 

 

€115,000

Dr. Elisabeth Svanberg(6)

 

€50,000

€50,000

635

 

 

€15,611

 

€15,611

€3,292

 

€4,239

€138,753

Mr. Jérôme Contamine

 

€50,000

€50,000

644

€20,000

 

 

€15,000

 

€15,000

 

 

€150,000

Dr. Dan Baker(7)

 

€50,000

€50,000

635

 

 

 

 

 

€11,708

€5,652

 

€117,360

Mr. Daniel O’Day(8)

 

N/A

N/A

N/A

 

 

 

 

 

 

 

 

N/A

Dr. Linda Higgins(8)

 

N/A

N/A

N/A

 

 

 

 

 

 

 

N/A

N/A

Dr. Susanne Schaffert(9)

 

€27,610

€28,000

360

 

 

 

 

 

 

 

€4,239

€59,849

Mr. Simon Sturge(10)

 

€14,130

€14,000

180

 

€4,239

 

 

 

 

 

 

€32,369

(1)

The company grants a gross amount equal to the respective Board member’s annual cash remuneration, to use the net portion (after taxes) to acquire shares of Galapagos in the open market.

(2)

Established on 19 September 2023.

(3)

Chair of the Board of Directors as of 26 April 2022, Nomination Committee member as of 2 May 2022, and Science and Development Committee member as of 19 September 2023. As combined Chair/CEO, Stoffels IMC BV is only remunerated for its executive functions as CEO and does not receive any remuneration for its mandates as Chair of the Board of Directors or Committee member.

(4)

Director until 10 June 2023, Chair of the Nomination Committee and the Renumeration Committee until 20 March 2023.

(5)

Director and Audit Committee member until 18 September 2023.

(6)

Chair of the Nomination Committee and the Renumeration Committee as of 21 March 2023, Science and Development Committee member as of 19 September 2023.

(7)

Chair of the Science and Development Committee as of 19 September 2023.

(8)

Mr. O’Day and Dr. Higgins, both Gilead representatives, do not receive any remuneration for their mandate as members of the Board of Directors.

(9)

Director as of 12 June 2023, Science and Development Committee member as of 19 September 2023.

(10)

Director and Audit Committee member as of 19 September 2023.