Further Information on Equity-Based Remuneration

Subscription Rights Awarded, Exercised or Expired

In 2024, we issued Subscription Right Plan 2024 BE for the benefit of Executive Committee members. The final number of accepted subscription rights was enacted by the notarial deeds of May 17, July 3 and August 18, 2024. Under the plan, the subscription rights have a lifetime of eight years, an exercise price of €26.90, and vest only and fully on the first day of the fourth calendar year following the calendar year in which the grant was made. The subscription rights can in principle not be exercised prior to January 1, 2028. Good and bad leaver rules apply in the event of termination prior to the end of the vesting period.

As from January 1, 2020, we no longer grant any subscription rights to members of the Board of Directors, taking into account the stricter rules of the Belgian Companies Code and provision 7.6 of the 2020 Corporate Governance Code, which stipulates that Non-Executive Directors should not be entitled to receive stock options. Prior to 2020, members of the Board of Directors were granted subscription rights and hence the table below also contains a disclosure for a Board member.

The table below sets out further information in relation to subscription rights granted to the Executive Committee and, historically, the Board of Directors:

At the end of 2024, Stoffels IMC BV (permanently represented by Dr. Paul Stoffels) held 1,125,000 subscription rights, Ms. Annelies Missotten held 2,600 shares and 156,500 subscription rights, Ms. Valeria Cnossen held 85,000 subscription rights, and Mr. Thad Huston held 250,000 subscription rights.

RSUs Offered to, Vested or Expired for the Executive Committee Members

In 2024, the Executive Committee members were offered new RSUs under the 2024 RSU Annual Long-Term Incentive Plan. The members of the Executive Committee accepted all RSUs offered to them. The RSUs have a four-year vesting period, with 25% vesting each year and a first vesting date on May 1, 2025. 

Each RSU represents the right to receive, at our discretion, one Galapagos share or a payment in cash of an amount equivalent to the volume-weighted average price of the Galapagos share on Euronext Brussels over the 30-calendar day period preceding the relevant vesting date. However, in respect of Executive Committee members, any vesting prior to the third anniversary of the offer date will always give rise to a payment in cash rather than a delivery of shares as an incentive.

No RSUs expired during financial year 2024. The table below sets forth further information in relation to RSUs offered and accepted by each Executive Committee member and vested and paid out during 2024: