Introduction
At Galapagos, we are dedicated to transforming patient outcomes through life-changing science and innovation for more years of life and quality of life. Focusing on high unmet medical needs, we unite compelling science, technology, and collaborative approaches to create a deep pipeline of potential best-in-class medicines. With capabilities from lab to patient, including a decentralized cell therapy manufacturing platform, we are committed to challenging the status quo and delivering results for our patients, employees, and shareholders.
Our goal is not just to meet current medical needs, but to anticipate and shape the future of healthcare, ensuring that our innovations reach those who need them most. In line with this purpose, Galapagos announced early 2025 its intent to unlock shareholder value by separating into two publicly traded entities.
Reference is made to the explanatory note regarding this proposed separation. Following the separation, we will focus on unlocking the broad potential of our innovative decentralized cell therapy manufacturing platform, enabling the delivery of fresh, early stem-like memory cell therapy within a median vein-to-vein time of seven days, and advancing our cell therapy pipeline of potentially best-in-class assets, which will not be subject to the option license and collaboration agreement ("OLCA") as of the separation. To drive long-term value creation in oncology cell therapy, we will streamline our business and seek partnerships for our small molecule assets, as part of our focused strategy and optimized capital allocation. Meanwhile SpinCo will be capitalized with €2.45 billion of Galapagos’ current cash. It will be focused on building a pipeline of innovative medicines with robust demonstrated proof-of-concept in oncology, immunology, and/or virology through strategic business development transactions. SpinCo will have a seasoned leadership team and Board of Directors with a proven track record of biotechnology company-building and strategic transaction experience to manage and oversee SpinCo independently.
The objective of our Remuneration Policy is to attract, engage, and retain the diverse qualified and expert individuals we need to pursue our strategic and operational objectives, whilst reinforcing our culture and sustainability ambitions for the benefit of patients, our people, and the planet. Our specific goals for remuneration are:
- to offer competitive opportunities for talented employees by benchmarking against appropriate peer groups;
- to incentivize exceptional and sustainable performance, aligned with corporate achievements;
- to provide differential rewards based on individual performance;
- to avoid differentiation on any grounds except for performance and other proper factors; and
- to reinforce an open, and equitable culture.
Our current Remuneration Policy was prepared in accordance with the Belgian Companies Code and the 2020 Code. The Remuneration Policy was approved by the Board of Directors on March 26, 2024, upon recommendation of the Remuneration Committee, and submitted to the annual Shareholders' Meeting on April 30, 2024. The Remuneration Policy was approved by Galapagos’ shareholders at this 2024 annual Shareholders’ Meeting with 87.13% of shareholder votes. The policy became effective from January 1, 2024 and applies to the reporting year beginning on January 1, 2024. This Remuneration Report must be read together with the Remuneration Policy which, to the extent necessary, should be regarded as forming part of this Remuneration Report. The remuneration granted to the members of the Board of Directors and the Executive Committee with respect to financial year 2024 is in line with the Remuneration Policy, unless otherwise stated.
We encourage an open and constructive dialogue with our shareholders to discuss our approach to governance, including remuneration, and to understand what they consider best practices. We have carefully considered the feedback received and have reviewed our remuneration practices. The results of these efforts have led to a greater level of detail in this Remuneration Report and the revised and approved 2024 Remuneration Policy. We are committed to continually reviewing and improving our Remuneration Policy and reporting practices.