Letter from the Chair of the Board
Dear Shareholder,
Since my appointment as Chair of the Board in May 2025, I have been honored to lead with a clear mandate to support disciplined strategic decision-making and strengthen governance in service of long-term shareholder value and help an efficient and swift transition to our revised strategy. From the outset, the Board and I have been fully committed to supporting management in exploring the best pathways forward for the Company, guided by the interests of patients, shareholders, and all stakeholders.
In that context, the past year has been one of significant strategic changes for Galapagos. The Board, in partnership with management, carefully evaluated the Company’s direction and acted to position it for a more focused and sustainable future. With disciplined leadership and renewed clarity of purpose, Galapagos now moves into its next phase with greater focus and financial strength.
Navigating Strategic Change
In January 2025, we announced our intention to separate Galapagos into two publicly traded companies: one dedicated to cell therapy, and the other, a newly established entity, focused on pipeline development through strategic transactions. The new entity was going to receive the lion’s share of our available cash, recognizing the opportunity to drive incremental shareholder value through a focused business development strategy away from cell therapy.
However, in light of changing market realities and regulation constraints, the Board concluded that a re-assessment of the separation was appropriate and that new leadership was needed to conduct a rigorous strategic alternatives review process. Accordingly, in May we appointed Henry Gosebruch as Chief Executive Officer and entrusted him with charting a new strategic course, including a comprehensive review of alternatives for our cell therapy activities, up to and including a divestiture, to determine the optimal path for value creation.
Exiting Cell Therapy
After conducting an extensive review, the Board and management team ultimately determined that allocating capital to other areas of unmet need would be the optimal pathway to a stronger and sustainable future for Galapagos. In January, the Board formally resolved to move forward with winding down the cell therapy business.
Throughout this process, we have taken great care to balance our mission to develop innovative treatments for patients with our duty to deliver durable value for shareholders. Our priority has been to execute this transition carefully, compliantly and with appropriate support for our employees and other stakeholders.
Positioning for the Future
In parallel with the evaluation process, the Board tasked management with developing a strategy centered on building a pipeline of innovative medicines through transformative business development transactions that leverage our strong balance sheet and cash resources. The team approached this mandate with the same disciplined, data‑driven analysis that has underpinned all major decisions over the past year. This rigorous evaluation informed not only the proposed strategic direction, but also the difficult decision to wind down the CAR‑T activities, ensuring each choice was grounded in a clear assessment of long‑term value creation. The resulting plan to reposition Galapagos for sustainable growth was comprehensive and compelling, and the Board has fully endorsed it.
In order to support the strategic pivot, we also made adapting the Board to the renewed strategy a key priority in addition to maintaining rigious governance standards. As Chair, I ensured that our approach to Board composition followed the same discipline. Each new appointment was guided by thorough evaluation, independent expert insight, and clearly defined criteria. As a result, over the past year, four highly accomplished executives, Jane Griffiths, Paulo Fontoura, Neil Johnston and Dawn Svoronos – joined our Board as Independent Directors. Devang Bhuva was appointed to succeed Andy Dickinson as one of two Gilead representatives on the Board. All together, our Board is composed of nine members out of which five are independent. Each Board member brings the extensive scientific, business development, leadership and dealmaking expertise we will need in this next chapter, along with a deep commitment to rigorous oversight and sound governance. In addition, a Strategic Advisory Board of seasoned industry leaders was formed to further supplement the Board’s expertise and perspective. Your Board has been quite active in supporting this transformation. It held 23 meetings in 2025, 11 of which occurred following the recruitment of Henry as CEO and my appointment as Chair.
Looking ahead, the Board will continue to provide active oversight as management executes with discipline and focus. With a strengthened governance structure, a clear strategy and a solid financial position, we are confident that Galapagos is well positioned to generate sustainable long-term value and pursue a new phase of growth. At the same time, the Board will continue to pursue ongoing, constructive engagement with shareholders. Transparent communication is fundamental as we reinforce trust in the Company’s direction.
Sincerely,
Jérôme Contamine
Chair of the Board
Galapagos NV