Remuneration for Executive Committee Members

Peer Groups

As previously disclosed in the 2023 and 2024 Remuneration 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 2025, 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.

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

In 2025, as part of the ongoing strategic transformation of the Company, we determined to focus on strategic business development transactions and adjusted our pipeline prioritization strategy and resource allocation to enable targeted acquisitions, partnerships, and licensing transactions in the area of high unmet medical need. As part of this strategic transformation, Galapagos intends to review and update the applicable European and U.S. peer groups in 2026 to ensure alignment with the Company’s reorientation, evolving strategy and business plan.

In addition, the Company’s Remuneration Committee, conducted external benchmarking in 2025, engaging a leading independent U.S. remuneration consultant, as an initial step ahead of a broader benchmarking exercise the Company intends to conduct in 2026, to support the determination of the remuneration packages for newly recruited Executive Committee and Management Committee members. Going forward, the Remuneration Committee intends to consider the use of independent external remuneration advice, as appropriate, to support the ongoing determination and review of remuneration packages.

2025 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, 2025 was as set out in the following table:

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⁾

Henry Gosebruch⁽⁵⁾

€427,888

€13,630

€14,682

€478,731

€0

€101,750

€1,036,682

Fixed: 44%
Variable: 56%

Stoffels IMC BV, permanently represented by Dr. Paul Stoffels⁽⁶⁾

€286,000

€0

€162,883

€2,119,077

€0

€2,567,960

Fixed: 11%
Variable: 89%

Other ExCom members⁽⁷⁾

€1,316,097

€108,353

€201,488

€968,281

€2,020,737

€0

€4,614,956

Fixed: 35%
Variable: 65%

⁽¹⁾	Other components are the value of the benefits and perquisites awarded, such as a company car, tax advisory and administrative 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 2025 and paid in March 2026. Additionally, exceptional bonuses to certain Executive Committee members, including the CEO, in respect of 2025 and paid in 2025 or 2026 (being (i) retention bonuses to ensure business continuity during the Company’s strategic transformation, and (ii) sign-on bonuses in connection with the recruitment of new Executive Committee members) have been included in the amount set out in the table above. Reference is made to the Section "Joining Arrangements".
⁽³⁾	During financial year 2025 RSUs vested under RSU plans 2021.I, 2021.II, 2022.I, 2022.II, 2023.I, 2023.II, 2024.I and 2025.V and pay-outs occurred accordingly to the Executive Committee members.
⁽⁴⁾	The value of the subscription rights (SRs) granted during the financial year 2025 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 2025.
⁽⁵⁾	CEO as of May 12, 2025. All USD-denominated amounts of remuneration paid have been converted using the January 31, 2026 exchange rate (1 USD = 0.839 EUR).
⁽⁶⁾	CEO until May 12, 2025.
⁽⁷⁾	The other members of the Executive Committee are Aaron Cox (CFO as of July 7, 2025), Fred Blakeslee (General Counsel as of October 16, 2025), Annelies Missotten (CHRO until December 31, 2025), Valeria Cnossen (General Counsel until October 16, 2025) and Thad Huston (CFO until July 31, 2025). All USD-denominated amounts of remuneration paid have been converted using the January 31, 2026 exchange rate (1 USD = 0.839 EUR).

Pursuant to the applicable Belgian legislation, the remuneration of the CEO is disclosed on an individual basis and the remuneration of the other Executive Committee members is disclosed on an aggregated basis (except for equity-based remuneration, which is disclosed on an individual basis for all members of the Executive Committee). On May 12, 2025, the mandate of the then-CEO, Stoffels IMC BV, permanently represented by Dr. Paul Stoffels, came to an end and Mr. Henry Gosebruch was appointed as his successor. For this reason, both CEOs are included in the overview above.

Fixed Remuneration

Base Salaries

Base salary is set to reflect responsibilities, relevant experience and competence, and market rates for equivalent positions. Base salary is disclosed individually for the CEO and in aggregate for the other members of the Executive Committee in the total remuneration table above.

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 and administrative 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 90% (out of a maximum of 125%) against the 2025 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.

The 2025 corporate objectives were approved in March 2025. Following the strategic redirection and the initiation of a strategic review process to assess alternatives for the Company’s cell therapy business, announced in May 2025, the Board of Directors approved an update to the corporate objectives for the second half of the year to reflect the strategic refocus.

The corporate objectives for the first half of 2025 focused on:

Intended separation into two publicly traded entities: (i) a newly formed company which would focus on building a pipeline of innovative medicines through transformational transactions, and (ii) Galapagos, which would continue to focus on its cell therapy activities.
Implementing a strategic reorganization related to the planned separation, resulting in the discontinuation of the small molecule discovery programs, the resizing of the Company, and the initiation of business development activities to seek partners for GLPG3667, the Company’s TYK2 program.
Business enablers (cash burn, people, HR and ESG)
Advancing the cell therapy R&D portfolio

The corporate objectives for the second half of 2025 focused on:

Implementing the ongoing strategic reorganization related to the discontinuation of the small molecule discovery programs and partnering TYK2
Business enablers (cash burn, people, HR and ESG)
Continuing to advance the cell therapy R&D portfolio, while evaluating strategic alternatives.
Finding strategic alternatives for cell therapy and optimizing value of key remaining non-cell therapy assets
Executing the Company’s new strategic direction, focused on building a pipeline of innovative medicines through transformational transactions

**Executive Committee – 2025 Corporate Objectives**
2025 Corporate Objectives
H1 2025 Corporate Objectives
Intended separation into two publicly traded entities • 50% target weighting in H1. • 25% weighted achievement in H1.

Intended separation Planned Separation		Preparations were ongoing for a listing mid-year. However Galapagos decided to re-evaluate the implementation following regulatory and market developments.

Implementation of strategic reorganization related to the planned separation, discontinuation of small molecules, intention to partner TYK2, and focus on cell therapy, and focus on business enablers • 20% target weighting in H1 and 16.5% in H2. • 22% weighted achievement in H1, 18% in H2.

Restructuring Execute on the planned reorganization		The restructuring as announced in January 2025 has been substantially completed within budget.

Small molecules Find partners for small molecule assets (Discovery assets + TYK2) Execute on TYK2 trials		Find partners for small molecule assets (Discovery assets + TYK2) Execute on TYK2 trials

Cash burn Strict management of cash following the business plan		Cash management remained disciplined, with a year-end cash position of €2.998bn.

ESG Execute sustainability plans and mature CSRD reporting		CSRD reporting was further matured.

People Employee retention where needed		Focus on employee retention to ensure continuity of operations..

Advancing the cell therapy R&D portfolio • 30% target weighting in H1 and 16.5% in H2. • 30% weighted achievement in H1 and 16% in H2.

Clinical programs Advance GLPG5101 in refractory/relapsed mantle cell lymphoma (MCL) Hold end-of-phase 2 (EOP2) meeting with FDA for GLPG5101 in MCL to support start of pivotal trial Evaluate best-in-class potential for GLPG5301 in MM		Positive outcome from FDA EOP2 meeting for GLPG5101 in MCL and EMA scientific advice received. New clinical data for GLPG5101 presented at ASH 2025 for MCL with 96% complete response rate (n=24). Obtained RMAT designation for GLPG5101 for MCL Best-in-class evaluation for GLPG5301 completed with competitive results.
(continued)

Discovery programs Start clinical trials for next-generation assets Advance our next-generation portfolio		The lead early-stage pipeline asset, a dual-targeted armed CAR-T, was advanced. The investigator-initial trial (IIT) start was on track for Q4 2025, however, following the announcement of the intention to wind down cell therapy activities, the decision was made not to start this trial. An additional pre-clinical candidate, an armed CAR-T targeting solid tumors, was nominated.

Cell therapy manufacturing network Build pivotal manufacturing network Being pivotal ready from a CMC point of view Enhance operational efficiency		Pivotal manufacturing network successfully built out prior to the decision to discontinue cell therapy activities. Pivotal (CMC) processes were locked timely to enable pivotal qualification. We enhanced operational efficiency across clinical manufacturing, DMU onboarding, material management and lab operations, 18 out of the 20 initiatives were implemented.

Quality Ensure high quality standards		We continued to enhance our GxP compliance and strengthen our quality culture, including various successful inspections, implementation of process improvements and improved our training compliance.

Business development in cell therapy Execute multiple acquisitions in cell therapy		We evaluated various deals in cell therapy, but due to the announcement in May 2025 to evaluate the strategic options for cell therapy, this process was stopped.

H2 2025 Corporate Objectives
Finding strategic alternatives for cell therapy & optimizing value of key remaining non-cell therapy assets • 33% target weighting in H2. • 32% weighted achievement in H2.

Strategic alternatives for cell therapy & optimization of non-cell therapy assets Exploring strategic options for cell therapy, including preparing for divestiture of cell therapy assets and pipeline. The overarching goal is to maximize cash. Optimizing value of key remaining non-cell therapy assets (e.g., TYK2, Jyseleca royalties)		Strategic alternatives for cell therapy were evaluated, concluding with the intention to wind down cell therapy activities announced on October 2025. Expected cash operating costs in Q1 2026 of approximately €50 million, one-time restructuring cash impact of €125 to €175 million in 2026 and €35 to €40 million cash costs for final implementation of the restructuring announced in January 2025. Continued focus on optimizing value of remaining non-cell therapy assets.

Strategy for the new business to build a new pipeline through transformational transactions • 33% target weighting in H2. • 39% weighted achievement in H2.

Business development strategy for new business Build new business development team Align on strategic plan for business development Bring a number of potential viable deals to the Board of Directors		Senior management for the execution of the new strategy in place since August 2025. Strategic plan aligned and endorsed by the Board of Directors. Progressing deal funnel in place.

The Board of Directors, upon recommendation of the Remuneration Committee, determined an overall corporate achievement of 90% for the Executive Committee for financial year 2025. This outcome reflects a 77% achievement for the first half of the year and 104% for the second half.

The Board-approved 90% corporate funding level for 2025 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 2025 set out in the total remuneration table above. These 2025 annual bonuses will be paid in March 2026.

Long-Term Variable Remuneration

The total remuneration table above under Section “2025 remuneration summary” sets forth the following:

The value of the RSUs vested and paid out in 2025 for each member of the Executive Committee. During 2025, there were RSU vestings under seven different RSU plans: Plan 2021.I, Plan 2021.II, Plan 2022.II, Plan 2023.I, Plan 2023.II, Plan 2024.I and Plan 2025.V. 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 2025 calculated by comparing the relevant exercise price with the average share price of the share as quoted on Euronext Brussels and Amsterdam during the financial year 2025.

In determining the equity awards made to the Executive Committee members in the financial year 2025, including the sign-on equity awards to Executive Committee members appointed in 2025, the Board considered a number of factors in 2025, including Company performance and reorientation, individual performance and ability to drive future value creation in the context of the ongoing 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 2025:

925,000 Subscription rights under Subscription Right Plan 2025 (A) were granted to the CEO;
585,000 subscription rights under Subscription Right Plan 2025 (B) were granted to two other Executive Committee members appointed in 2025;
29,924 RSUs under RSU Plan 2025.V and 400,000 RSUs under RSU Plan 2025.IV, of which 300,000 were granted to the CEO; and
No Performance Stock Units (PSUs) have been awarded.

Further reference is made to the Equity components of the remuneration section, which contains, among others, a description of the 2025 grant of subscription rights and RSUs.

Cell therapy

Cell therapy aims to treat diseases by restoring or altering certain sets of cells or by using cells to carry a therapy through the body. With cell therapy, cells are cultivated or modified outside the body before being injected into the patient. The cells may originate from the patient (autologous cells) or a donor (allogeneic cells)

Discovery

Process by which new medicines are discovered and/or designed. At Galapagos, this is the department that oversees target and drug discovery research through to nomination of preclinical candidates

GLPG3667

A TYK2 kinase inhibitor discovered by us, evaluated in two Phase 2 studies in DM and SLE

Take a look at our previous reports:

Annual Report 2025