Remuneration for Executive Committee Members

Peer Groups

As previously disclosed in last year's report, a peer group and benchmarking exercise for Executive Committee roles was completed between late 2022 and early 2023.

Both European and U.S. peer groups were found to be appropriate given the talent pool for the Executive Committee extends to both Europe and the U.S., with the majority of our competitors based in the U.S. The peer groups listed below consist of publicly listed biotechnology and pharmaceutical companies, selected at that time considering size, international growth ambitions and, to the extent possible, business model, lifecycle stage and therapeutic areas. These benchmarks supported the Board, upon recommendation of the Remuneration Committee, in its decision-making in early 2024, also taking into account Galapagos’ strategic context and requirements, company performance, individual performance and skills as well as broader workforce considerations. The Remuneration Committee looks at each Executive Committee member's home market as the primary reference point with consideration also given to the international talent market in which they operate, have operated or could operate. The Remuneration Committee strives to take a balanced and responsible approach, in particular with long-term incentives where competitive practice on quantum and structure can vary significantly between the U.S. and elsewhere.

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Peer groups
European peers	U.S. peers
Genmab A/S	United Therapeutics Corp
Argenx SE	Neurocrine Biosciences Inc
Jazz Pharmaceuticals PLC	Sarepta Therapeutics Inc
Ipsen SA	Exelixis Inc
Swedish Orphan Biovitrum AB	Ionis Pharmaceuticals Inc
Ascendis Pharma A/S	Vir Biotechnology Inc
Alkermes Plc	Amicus Therapeutics Inc
Idorsia Ltd	SAGE Therapeutics Inc
Immunocore Holdings PLC	Ligand Pharmaceuticals Inc
MorphoSys AG	Kymera Therapeutics Inc
Uniqure NV	Ironwood Pharmaceuticals Inc
	Agios Pharmaceuticals Inc
	Nektar Therapeutics
	FibroGen Inc

Finally, the BEL20 (the benchmark stock market index of Euronext Brussels) general industry peer group (excluding financial services companies) is considered to ensure there is an understanding of the local Belgian listed market given the location of our headquarters. However, given the international nature of our executive leadership and specific sector considerations, it is not the only reference to inform our pay policy.

2024 Remuneration Summary

In accordance with our Remuneration Policy, the remuneration of the members of the Executive Committee for the exercise of their mandate during the financial year ending December 31, 2024 was as set out in the following table:

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Executive Committee

Fixed remuneration

Variable remuneration

TOTAL REMUNERATION

Proportion of fixed and variable remuneration

Base salary

Other components⁽¹⁾

Pension

Short term bonus⁽²⁾

Multi-year variable

Vested RSUs⁽³⁾

Granted SRs⁽⁴⁾

Stoffels IMC BV, permanently represented by Dr. Paul Stoffels

€772,500

€0.00

€450,450

€1,428,334

€66,750

€2,718,034

Fixed: 28%
Variable: 72%

Other ExCom members⁽⁵⁾

€1,287,500

€267,816

€186,000

€500,500

€943,836

€97,900

€3,283,551

Fixed: 53%
Variable: 47%

⁽¹⁾	Other components are the value of the benefits and perquisites awarded, such as a company car, tax advisory services and health and disability insurance.
⁽²⁾	The one-year variable is the short-term cash bonus awarded to each Executive Committee member in respect of 2024 and paid in March 2025.
⁽³⁾	During financial year 2024 RSUs vested under RSU plans 2020.I, 2020.II, 2021.I, 2021.II, 2022.I, 2022.II and 2023.II and pay-outs occurred accordingly to the Executive Committee members.
⁽⁴⁾	The value of the subscription rights granted during the financial year 2024 is calculated by comparing the exercise price with the average share price of the share as quoted on Euronext Brussels and Amsterdam during the financial year 2024.
⁽⁵⁾	The other Executive Committee members are Mr. Thad Huston, Ms. Valeria Cnossen and Ms. Annelies Missotten.

Pursuant to the applicable Belgian legislation for the one-tier governance system, we disclose the remuneration of the CEO on an individual basis and of the other Executive Committee members on an aggregated basis.

Fixed Remuneration

Base Salaries

Base salary is set to reflect responsibilities, relevant experience and competence, and market rates for equivalent positions. The Board, upon recommendation of the Remuneration Committee, decided that for the financial year 2024, each member of the Executive Committee received the base salary, identified individually for the CEO and in aggregate for other members of the Executive Committee in the total remuneration table above. In particular, the base salary for the CEO increased by 4% as of April 2024 (from €750,000 to €780,000). The increase considered a number of factors, including positioning versus benchmark and alignment with the overall salary movements of the broader workforce; no increase was made in 2023.

Pension and Other Components

In addition, the members of the Executive Committee are provided with various benefits in line with our Remuneration Policy such as a retirement plan, insurance programs (including life insurance, disability and health), company cars and the provision of certain tax services. The pension and other components of the remuneration of each Executive Committee member are summarized in the total remuneration table above.

Short-Term Variable Remuneration

Upon recommendation of the Remuneration Committee, the Board of Directors determined an overall achievement of 77% (out of a maximum of 125%) against the 2024 corporate objectives. In arriving at this determination, the Board considered performance against objectives set (highlights of which are set out in the table below), management of unforeseen developments as well as achievements towards our long-term strategic goals.

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Executive Committee – 2024 Corporate Objectives
2024 Corporate Objectives
Advancing the portfolio • 70% target weighting • 45% weighted achievement

Advance our oncology portfolio Advance our Phase 1/2 studies with CD19 CAR-T candidates GLPG5101 and GLPG5201, and BCMA CAR-T candidate GLPG5301 Deliver new cell therapy and small molecule Preclinical Leads		Our main achievement for our oncology portfolio obtaining FDA clearance for the IND application of the Phase 1/2 ATALANTA-1 study of GLPG5101 in R/R NHL, with leading cancer centers in Boston to be activated. In addition, we presented encouraging new clinical and translational data for GLPG5101 at ASH 2024, further demonstrating the potential of our platform in delivering fresh, early stem-like cell therapies with a median seven days vein-to-vein. Building on the encouraging data with GLPG5101, and in line with our goal to streamline the business, we are focusing our resources on accelerating GLPG5101 as our flagship CD19 CAR-T program, and pending the advancement of GLPG5101 in additional indications, are deprioritizing activities for GLPG5201, our second CD19 CAR-T candidate. With the addition of double-refractory chronic lymphocytic leukemia (CLL) and Richter transformation (RT) of CLL, both indications with significant unmet needs, GLPG5101 would be developed across eight aggressive B-cell malignancies, further unlocking its broad potential to address significant unmet medical needs. In the first half of 2024, we temporarily paused patient enrollment in the Phase 1/2 PAPILIO-1 study of GLPG5301 in R/R MM and submitted a protocol amendment to the EMA following one observed case of Parkinsonism. We resumed enrollment in Q3 2024, but the pause prevented us from meeting the year-end recruitment target. We further advanced our early-stage proprietary cell therapy pipeline of next-generation CAR-T candidates, and progressed one armored, bi-specific CAR-T candidate into IND-enabling studies with the aim to start clinical development in 2025-2026. Within our early-stage small molecules’ oncology portfolio, we further advanced lead assets, however we didn’t achieve the objective to get to the next phase. Following the intention to separate Galapagos into two publicly traded entities as announced on January 8, 2025 we are in the process of seeking partners to take over the small molecules’ portfolio.

Advance our immunology portfolio Advance our Phase 2 study with TYK2 inhibitor GLPG3667 Deliver new small molecule Preclinical Lead		We advanced our TYK2 inhibitor, GLPG3667, in two Phase 3-enabling studies for systemic lupus erythematosus (SLE) and dermatomyositis (DM). Screening for the SLE study was closed in January 2025, ahead of schedule. Topline results for the entire GLPG3667 program are anticipated in the first half of 2026. We progressed one small molecule candidate in immunology into IND-enabling studies, targeting start of clinical development in 2025. Following the intention to separate Galapagos into two publicly traded entities as announced on January 8, 2025 we are in the process of seeking partners to take over the small molecules’ portfolio, including GLPG3667.

(continued)

Execute Business Development transactions Execute multiple acquisitions (in-licensing or M&A) and/or other transactions, in line with the strategy that is approved by the Board of Directors		We further expanded our pipeline, by signing a clinical collaboration agreement with an option to exclusively license Adaptimmune’s next-generation TCR T-cell therapy (uza-cel) targeting MAGE-A4 for head & neck cancer and potential future solid tumor indications. We signed two research collaborations with BridGene Biosciences to accelerate our small molecule precision oncology pipeline in line with our strategy at that time. The collaborations were stopped following the planned separation and intention to discontinue the small molecules’ activities to focus on cell therapies. Finally, following a thorough strategic review as part of our ongoing transformation, we determined to initiate a reorganization to position the Company for long-term growth and cell therapy leadership in oncology. Significant preparatory work was completed in 2024 to enable an announcement on January 8, 2025 regarding an intention to separate Galapagos into two publicly listed legal entities by mid-2025, subject to shareholder approval. SpinCo will unlock value by investing to build a pipeline of innovative medicines with robust, demonstrated proof of concept through one or more transformational transactions with Gilead as a potential partner under the OLCA. A focused Galapagos will continue to build its global oncology leadership in transformational cell therapies, with full global development and commercialization rights to its R&D pipeline. The OLCA between us and Gilead will no longer apply to Galapagos, which will provide us the flexibility to partner out our programs.

Supply Chain & Quality • 20% target weighting • 20% weighted achievement

Build out decentralized manufacturing unit network Establish a network of DMUs to support clinical enrollment in the U.S. and Europe* Strengthen our platform to prepare for pivotal studies Secure supply of key materials Strengthen Quality capabilities and systems		We further built our DMU network in the U.S. through multiple collaborations. We have active DMUs in the major markets in Europe to support the clinical studies. Landmark Bio will serve as the first DMU in the U.S. to manufacture GLPG5101 for the ATALANTA-1 study in the U.S. We are scaling up capacity at our DMUs in the U.S. and DMUs in the major markets in Europe, and continue to expand the current network to secure required capacity for pivotal readiness. In addition we strengthened our platform: we worked on securing the key supply materials for our decentralized manufacturing platform, prepared the pivotal roadmaps from an AD (Analytical Development) / Digital / PD (Process Development) perspective. We also significantly strengthened our Quality capabilities and systems. We received our MIA license for our facility in Leiden which will serve as a certified location for QP batch certification and QC release testing for our cell therapies.

Enabling a strong & sustainable organization • 10% target weighting • 12% weighted achievement

Cash Burn Deliver on our cash burn guidance, not including business development, announced at FY23 results and at 1H24		We remained disciplined in our spending and ended the year with a full-year cash burn of €374 million, within the guidance range, including business development, of €370 million to €410 million. We executed on the agreed ESG action plan focusing on our 5 key priorities related to (i) Patient access, (ii) Patient engagement, (iii) Adding years and quality of life, (iv) DEI/trust, (v) Planet, and are compliant ready on CSRD. We attracted key talent to strengthen and grow our oncology therapeutic area. Our ongoing expansion in the U.S. is a crucial step in future recruitment. In addition, following the Alfasigma transaction, there was a significant focus on employee engagement ranging from a company-wide survey and leadership programs to local engagement activities. We completed the transfer of the Jyseleca® business to Alfasigma, including transferring the MAH in the European Union and the UK.

ESG Execute sustainability action plans and reach compliance readiness on CSRD

People Hire and retain leadership and expert capabilities to enable the build-up of our CellTx footprint Implement initiatives around employee engagement

Jyseleca® transfer Transfer the Jyseleca® business to Alfasigma in compliance with the Transition Service Agreement, including the Marketing Authorization (MAH) in Europe

Overall corporate achievement: 77%

The Board-approved 77% corporate funding level for 2024 achievements is applicable to the wider Galapagos workforce for their bonus funding. The Board considered this level of funding for the CEO, upon recommendation of the Remuneration Committee, and for the other Executive Committee members, upon proposal of the CEO, together with the individual performance of Executive Committee members, in order to determine the individual annual bonus outcomes for 2024 set out in the total remuneration table above. These 2024 annual bonuses will be paid in March 2025.

Long-Term Variable Remuneration

The total remuneration table above under Section “2024 remuneration summary” sets forth the following:

The value of the RSUs vested and paid out in 2024 for each member of the Executive Committee. During 2024, there were RSU vestings under seven different RSU plans: Plan 2020.I, Plan 2020.II, Plan 2021.I, Plan 2021.II, Plan 2022.I, Plan 2022.II and Plan 2023.II. The pay-outs to the Executive Committee members occurred accordingly and the amount for the CEO and aggregate amounts for the other Executive Committee members are set forth in the total remuneration table above.
The value of the subscription rights granted during the financial year 2024 calculated by comparing the exercise price with the average share price of the share as quoted on Euronext Brussels and Amsterdam during the financial year 2024.

In determining the annual equity awards made to Executive Committee members in the financial year 2024, the Board considered a number of factors in early 2024, including company performance, individual performance and ability to drive future value creation in the context of the current business transformation, the overall retention value of past equity awards and competitive levels of equity compensation for similarly positioned executives based on analysis of market data from our disclosed peer groups.

As a result, the following equity awards were made to Executive Committee members in financial year 2024:

185,000 Subscription rights under Subscription Right Plan 2024 BE, of which 75,000 were granted to the CEO.
299,516 RSUs under RSU Plan 2024.I, of which 178,476 were granted to the CEO.
No Performance Stock Units (PSUs) have been awarded.

For transparency and simplicity, the number of RSU plans operated for the Executive Committee members has been reduced to one RSU Plan (RSU Plan 2024.I), as further explained in the 2024 Remuneration Policy.

Further reference is made to the Equity components of the remuneration section, which contains, among others, a description of the 2024 grant of subscription rights and RSUs.

Take a look at our previous reports:

Annual Report 2024