Introduction
2025 was a defining year for Galapagos, marked by decisive moves to transform the Company and its portfolio, alongside the recruitment and appointment of new senior leadership and members of the Board of Directors. Following a comprehensive review of strategic alternatives and a reassessment of our long‑term priorities, Galapagos initiated a transformation aimed at refocusing the organization, strengthening capital discipline, and positioning the Company for long-term value creation.
In January 2025, we announced a plan to separate into two publicly traded entities, allocating the majority of available cash to a newly established company focused on pipeline development through strategic transactions. As the year progressed, evolving market conditions and regulatory feedback led the Board of Directors to reassess this approach. In May 2025, a new Chief Executive Officer was appointed to lead a strategic alternatives process for the cell therapy activities, assessing strategic alternatives, including a potential divestiture. After a thorough evaluation of all available options and a comprehensive sale process for the cell therapy business, the Board announced in October 2025 its intention to wind down the cell therapy activities, subject to the conclusion of works council consultations in Belgium and the Netherlands. Following completion of these consultations, the Board of Directors decided in January 2026 to initiate the wind-down of the cell therapy activities.
Supported by a strong balance sheet of approximately €3.0 billion in cash and financial investments as of year-end 2025, we believe Galapagos is well positioned to transform into a streamlined organization aimed at building a value-driven pipeline through targeted acquisitions, partnerships, and licensing transactions in areas of high unmet medical need. The Company intends to deploy its available capital in a disciplined manner and to be positioned for long-term value creation.
In this context of ongoing transformation, the Remuneration Committee and the Board of Directors remain committed to ensuring that the remuneration framework supports Galapagos’ strategic reset. This approach continues to align leadership and employee incentives with long‑term shareholder value creation, support the attraction and retention of key talent, and uphold high standards of governance and transparency.
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 BCCA 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 AGM on April 30, 2024. The Remuneration Policy was approved by Galapagos’ shareholders at this 2024 AGM with 87.13% of shareholder votes. The Remuneration Policy became effective from January 1, 2024 and applies to this reporting year beginning on January 1, 2025. 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 2025 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 approved 2024 Remuneration Policy. We are committed to continually reviewing and improving our Remuneration Policy and reporting practices.