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Annual Report 2025

Remuneration for the Board of Directors

Remuneration Structure Components

In accordance with our Remuneration Policy and the decision of the AGM of April 30, 2024, the Board of Directors fee levels applicable for financial year 2025 were as set out in the table below. Note that the remuneration of the Directors does not include any variable remuneration or benefits, except for tax filing and administrative support in respect of Galapagos’ remuneration and insurance coverage for their activities as Directors in the performance of their duties.

Board of Directors – Remuneration structure components

Role

Annual cash fee

Annual cash fee level
to acquire GLPG shares(1)

Chair(2)

€110,000

€110,000

Lead Non-Executive Director(3)

€75,000

€75,000

Non-Executive Director(4)

€55,000

€55,000

Committee Chair

€20,000

N/A

Committee member

€15,000

N/A

(1)

The Non-Executive Directors receive an additional cash compensation equal to the amount of their fixed annual cash remuneration (not taking into account fees for Committee membership and Chairmanship) subject to the commitment by each Non-Executive Director to use the net portion (after taxation) of such cash remuneration to purchase shares of Galapagos in the open market within a set period of time after receipt of such cash remuneration. The shares that each Director so acquires must be held until at least one year after the Director leaves the Board of Directors and at least three years after the time of acquisition. This additional cash compensation constitutes the equivalent of the equity component of the members of the Board of Directors’ remuneration, as recommended by section 7.6 of the 2020 Code.

(2)

The Chair fees were only payable as of May 12, 2025, when the newly appointed Chair (Jérôme Contamine) became entitled to the Chair compensation. Prior to this date, the CEO at the time (Stoffels IMC BV, permanently represented by Dr. Paul Stoffels) was remunerated solely for the performance of his executive functions as CEO and was not entitled to any additional remuneration for his mandates as Chair of the Board of Directors and Committee member.

(3)

The Lead Non-Executive Director fees were only payable until May 12, 2025, when the role ceased to be required under the Company’s Corporate Governance Charter once the CEO and Chair mandates were no longer combined.

(4)

The CEO, Henry Gosebruch, in office as of May 12, 2025, is remunerated solely for the performance of his executive functions as CEO and is not entitled to any additional remuneration for his mandate as an Executive Director.

2025 Remuneration

In accordance with our Remuneration Policy and the decision of the AGM of April 30, 2024, the effective remuneration of the members of the Board of Directors for the exercise of their mandate during the financial year ending December 31, 2025 is as set out in the following table:

Board of Directors – Total remuneration overview

Directors

Board of Directors

Audit Committee

Nomination Committee

Remuneration Committee

Science and Development Committee(1)

Transaction Committee(1)

Ad-hoc Committee(2)

TOTAL REMU­NERATION

Cash
remuneration

Equity-based
remuneration

Cash
remuneration

Cash
remuneration

Cash
remuneration

Cash
remuneration

Cash
remuneration

Cash
remuneration

Chair

Member

Cash granted to acquire GLPG shares(3)

Acquired GLPG shares(3)

Chair

Member

Chair

Member

Chair

Member

Chair

Member

Chair

Member

Member

Mr. Jérôme Contamine(4)

€70,110

€27,198

€97,400

1559

€7,857

€6,621

 

€15,000

 

€12,514

 

 

 

€2,486

€1,803

€240,988

Mr. Henry Gosebruch (5)

 

N/A

N/A

N/A

 

 

 

 

 

 

 

 

 

 

 

N/A

Mrs. Jane Griffiths(6)

 

€23,465

€23,650

378

 

€6,399

€5,978

 

 

€6,399

 

 

€3,315

 

 

€69,207

Mr. Peter Guenter(7)

 

€31,535

€31,350

501

€1,467

€8,036

 

 

 

 

 

 

 

 

 

€72,388

Dr. Neil Johnston(8)

 

€9,117

€10,098

137

€3,315

 

 

 

 

 

 

 

 

 

 

€22,530

Dr. Susanne Schaffert(9)

 

€45,883

€45,650

730

 

 

 

 

 

 

€16,685

 

 

 

 

€108,218

Stoffels IMC BV(10)

N/A

 

N/A

N/A

 

 

 

N/A

 

 

 

N/A

 

 

 

N/A

Mr. Simon Sturge(11)

 

€31,535

€31,350

501

 

€8,601

 

 

 

€8,601

 

 

 

 

€1,803

€81,889

Dr. Elisabeth Svanberg(12)

 

€45,883

€48,069

686

 

 

€14,022

 

€16,685

 

 

€12,514

 

 

€1,803

€138,975

Mrs. Dawn Svoronos(13)

 

€23,465

€23,650

375

€1,793

€5,054

 

 

€3,315

 

 

 

 

 

 

€57,278

Mr. Devang Bhuva(14) (15)

 

N/A

N/A

N/A

 

 

 

 

 

 

 

 

 

N/A

 

N/A

Mr. Andrew Dickinson(15) (16)

 

N/A

N/A

N/A

 

 

 

 

 

 

 

 

 

 

 

N/A

Dr. Linda Higgins(15)

 

N/A

N/A

N/A

 

 

 

 

 

N/A

 

N/A

 

 

 

N/A

Mr. Oleg Nodelman(17)

 

N/A

N/A

N/A

 

 

 

N/A

 

 

 

 

 

N/A

 

N/A

(1)

The Transaction Committee replaced the Science and Development Committee as of November 1, 2025. The Transaction Committee provides input and advice to the Board of Directors on matters relating to the Company’s business development strategy.

(2)

In accordance with Section 7:97 §3 of the BCCA, the procedure for related party transactions was applied in connection with (i) the proposed separation of Galapagos into two entities and the transactions associated therewith, as announced by press release of January 8, 2025, and (ii) the entering into the cell therapy royalty and waiver agreement with Gilead, giving Galapagos full global development and commercialization rights to its cell therapy business, as announced by press release of July 23, 2025. An Ad-hoc Committee was established in January 2025 in connection with the proposed separation, and consequently in a separate Ad-hoc Committee was established from June 16, 2025 to July 22, 2025 was in connection with the Gilead transaction. Both Ad-hoc Committees were composed of the following Directors: Elisabeth Svanberg, Jérôme Contamine and Simon Sturge. The fees received for their membership of these Committees during financial year 2025 are set out in the above table.

(3)

The Company grants a gross amount equal to the respective Board member’s annual cash remuneration, to use the net portion (after taxes) to acquire shares of Galapagos in the open market. Acquisitions of Galapagos’ shares by the Board members via different brokers can result in a different number of acquired shares due to applicable transaction costs.

(4)

Lead Non-Executive Director until May 12, 2025, and Chair of the Board of Directors as of May 12, 2025.
Chair of the Audit Committee until June 22, 2025 and member of the Audit Committee until October 31, 2025. Member of the Remuneration Committee until October 31, 2025. Member of the Transaction Committee as of November 1, 2025.

(5)

Executive Director as of May 12, 2025. Mr. Henry Gosebruch, Galapagos’ CEO, does not receive any remuneration for his Board mandate.

(6)

Director as of July 28, 2025. Member of the Audit Committee and Remuneration Committee as of July 28, 2025. Chair of the Nomination Committee as of September 13, 2025. Chair of the Transaction Committee as of November 1, 2025.

(7)

Director until July 28, 2025. Member of the Audit Committee until June 22, 2025 and Chair of the Audit Committee from June 23, 2025 until July 27, 2025.

(8)

Director and Chair of the Audit Committee as of November 1, 2025.

(9)

Director and Chair of the Science and Development Committee until October 31, 2025.

(10)

Stoffels IMC BV is permanently represented by Dr. Paul Stoffels. Chair of the Board of Directors until May 12, 2025. Member of the Nomination Committee and Science and Development Committee until May 12, 2025. Stoffels IMC BV did not receive any remuneration for its mandates as Chair of the Board of Directors or Committee member.

(11)

Director until July 28, 2025. Member of the Audit Committee and Remuneration Committee until July 28, 2025.

(12)

Director until October 31, 2025. Chair of the Nomination Committee until September 13, 2025. Chair of the Remuneration Committee and member of the Science and Development Committee until October 31, 2025.
To correct an administrative oversight, Galapagos made an additional payment of €42,451 to Elisabeth Svanberg in respect of outstanding Swiss social security employee contributions. This amount (excluding late‑payment penalties, interests and gross-up) represented 6 to 7.5% of her annual remuneration from the beginning of her Board mandate in 2020 until the end of 2024. The applicable conversion rate is 1 CHF = 1.073 EUR.

(13)

Director as of July 28, 2025. Member of the Audit Committee as of July 28, 2025. Chair of the Audit Committee between September 29, 2025 and October 31, 2025. Chair of the Remuneration Committee as of November 1, 2025.

(14)

Director as of November 1, 2025.

(15)

Mr. Bhuva, Mr. Dickinson and Dr. Higgins, all Gilead representatives, do not receive any remuneration for their mandate as members of the Board of Directors or any Committee.

(16)

Director until October 31, 2025.

(17)

Mr. Nodelman, as Ecor1 representative, does not receive any remuneration for his mandate as member of the Board of Directors or any Committee.