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Annual Report 2024

Remuneration for the Board of Directors

Remuneration Structure Components

In accordance with our Remuneration Policy and the decisions of the annual Shareholders’ Meetings of April 28, 2020 and April 30, 2024, the Board of Directors fee levels applicable for financial year 2024 were as set out in the table below. Via the decision of the annual Shareholders' Meeting of April 30, 2024, the fee levels for the Directors were revised as of May 1, 2024 as presented below. Note that the remuneration of the Directors does not include any variable remuneration or benefits, except for tax filing support in respect to Galapagos’ remuneration.

Board of Directors – Remuneration structure components

Role

Annual cash fee level

Annual cash fee level
to acquire GLPG shares(1)

Until April 30,
2024

As from May 1, 2024(2)

Until April 30,
2024

As from May 1, 2024(2)

Chair(3)

€100,000

€110,000

€100,000

€110,000

Lead Non-Executive Director(4)

N/A

€75,000

N/A

€75,000

Non-Executive Director

€50,000

€55,000

€50,000

€55,000

Committee Chair

€20,000

€20,000

N/A

N/A

Committee member

€15,000

€15,000

N/A

N/A

(1)

The Non-Executive Directors receive an additional 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 additional 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)

At the Annual Shareholders' Meeting of April 30, 2024, the shareholders approved that the annual compensation (excluding expenses) of the Non-Executive Directors, other than the Non-Executive Directors representing a shareholder, for the exercise of their mandate shall be increased as of May 1, 2024 and consists of a cash remuneration and an equity-based remuneration as set out in the table above.

(3)

The Chair fees were not payable for financial year 2024 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.

(4)

Given his function and responsibilities, the Lead Non-Executive Director receives an increased compensation as of May 1, 2024. Before the Lead Non-Executive Director received the same remuneration as the other Non-Executive Directors.

2024 Remuneration

In accordance with our Remuneration Policy and the decisions of the annual Shareholders' Meetings of April 28, 2020 and April 30, 2024, the effective remuneration of the members of the Board of Directors for the exercise of their mandate during the financial year ending December 31, 2024 is as set out in the following table:

Board of Directors – Total remuneration overview

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(2)

N/A

 

N/A

 

 

 

 

N/A

 

 

 

N/A

N/A

Mr. Peter Guenter

 

€53,338

€53,350

925

 

€15,000

 

 

 

 

 

 

€121,688

Dr. Elisabeth Svanberg(11)

 

€53,338

€53,350

915

 

 

€20,000

 

€20,000

 

 

€15,000

€173,204

Mr. Jérôme Contamine(3)(11)

 

€66,690

€66,750

1,158

€20,000

 

 

€15,000

 

€15,000

 

 

€194,956

Dr. Dan Baker(4)

 

€40,485

€40,150

688

 

 

 

 

 

€6,964

€15,326

 

€102,925

Dr. Susanne Schaffert(5)

 

€53,338

€53,350

925

 

 

 

 

 

€3,533

€12,351

€122,571

Mr. Simon Sturge(6)(11)

 

€53,338

€53,350

925

 

€15,000

 

 

 

€10,714

 

 

€143,919

Mr. Daniel O’Day(7)(8)

 

N/A

N/A

N/A

 

 

 

 

 

 

 

 

N/A

Dr. Linda Higgins(8)

 

N/A

N/A

N/A

 

 

 

 

 

 

 

N/A

N/A

Mr. Andrew Dickinson(8)(9)

 

N/A

N/A

N/A

 

 

 

 

 

 

 

 

N/A

Mr. Oleg Nodelman(10)

 

N/A

N/A

N/A

 

 

 

 

 

 

 

 

N/A

(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. Acquisitions of Galapagos' shares by the Board members via different brokers can result in a different number of acquired shares due to applicable transaction costs.

(2)

Chair of the Board of Directors as of April 26, 2022, Nomination Committee member as of May 2, 2022, and Science and Development Committee member as of September 19, 2023. Stoffels IMC BV does not receive any remuneration for its mandates as Chair of the Board of Directors or Committee member.

(3)

Lead Non-Executive Director as of March 21, 2023. Given his function and responsibilities, the Lead Non-Executive Director receives an increased compensation as of May 1, 2024.

(4)

Director and Science and Development Committee member until October 6, 2024, Remuneration Committee member until June 18, 2024.

(5)

Chair of the Science and Development Committee as of October 28, 2024, before Dr. Schaffert was already a member of this Committee.

(6)

Remuneration Committee member as of June 18, 2024.

(7)

Director until March 26, 2024.

(8)

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

(9)

Director as of March 27, 2024.

(10)

Director as of October 7, 2024. Mr. Nodelman, as Ecor1 representative, does not receive any remuneration for his mandate as member of the Board of Directors.

(11)

In accordance with section 7:97 §3 of the Belgian Companies Code, the procedure for related party transactions was applied in connection with the proposed separation of Galapagos into two publicly traded entities and the transactions associated therewith, as announced by the press release of January 8, 2025. The ad-hoc Committee was composed of the following Directors: Dr. Elisabeth Svanberg, Mr. Jérome Contamine and Mr. Simon Sturge. These Directors received EUR 11,516.39 for their membership of this Committee during financial year 2024, which has been included in their total remuneration as set out in the above table.