Related parties

12 Months Ended

Dec. 31, 2024

33. Related parties

Relationship and transactions with entities with control of, or significant influence over, Galapagos

Gilead

Gilead exercises significant influence over us as from the equity subscription on August 23, 2019. As a result of the equity subscription we received a transparency notification from Gilead on August 28, 2019 confirming they held 22.04% of the then issued and outstanding shares of Galapagos.

By exercising Warrant A on November 6, 2019 Gilead increased its ownership in Galapagos to 25.10% of the then outstanding shares. Gilead further increased its ownership to 25.84% at December 31, 2019. Gilead’s ownership then diluted to 25.35% at December 31, 2023 and at December 31, 2024, due to one capital increase resulting from the exercise of subscription rights under employee subscription right plans in the course of 2023.

The presumption of significant influence is also confirmed by the fact that Gilead has the right, for as long as it holds more than 20% of Galapagos’ share capital, to appoint two Investor Board Designees to Galapagos’ Board of Directors, out of a total of nine.

The following table details our relation with Gilead:


	December 31,
	2024		2023		2022

	(Euro, in thousands)

Trade and other receivables⁽¹⁾	€	2,268	€	5,198	€	7,877
Trade and other payables		—		585


	Year ended December 31,
	2024		2023		2022

	(Euro, in thousands)

Revenues recognized related to the performance obligation for the drug discovery platform	€	230,182	€	230,242	€	230,423
Revenues recognized related to the filgotinib performance obligation⁽²⁾		26,041		429,439		174,432
Royalty income related to the commercialization of filgotinib		10,604		9,466		10,726
Cost reimbursements related to the development of GLPG1690 ⁽³⁾		128		299		411
Cross charges from and to Gilead relating to filgotinib ⁽⁴⁾		—		3,643		(2,374)
Costs (-)/deduction of costs relating to our 50/50 profit/(cost) share mechanism ⁽⁵⁾
included in sales and marketing expenses		—		—		31
included in research and development expenditure		—		—		(31)
Purchase of raw materials, semi-finished products and finished products of Jyseleca	€	—	€	—	€	13,539

(1) Consisting on December 31, 2024 mainly of a royalties receivable of €2.2 million, consisting on December 31, 2023 of filgotinib development cost sharing receivables of €2.5 million and royalties receivables of €2.4 million, consisting on December 31, 2022 of €5.1 million of filgotinib development cost sharing receivables and €2.6 million royalties receivables.

(2) Upfront and milestone payments recognized in accordance with the percentage of completion of the underlying obligation.

(3) Shown as decrease of research and development expenditure.

(4) Net amount shown as an (increase)/decrease of research and development expenditure.

(5) Profit/cost share mechanism came to an end beginning of 2022.

As at December 31, 2023 we had two outstanding performance obligations under IFRS 15 towards Gilead, being the performance obligation related to our drug discovery platform and the performance obligation relating to filgotinib before its transfer to Alfasigma on January 31, 2024, following the closing of the transaction for the transfer of the Jyseleca® business. The remaining deferred income for the performance obligation relating to filgotinib, amounting to €26.3 million at December 31, 2023, was recognized in revenue in 2024. The outstanding deferred income balance at December 31, 2024 for the drug discovery platform amounted to €1.1 billion.

A detailed explanation of our transactions with Gilead in 2022, 2023 and 2024 can be found in the section of this annual report titled “Item 4 – Information on the Company”, subsection “Collaborations”.

There are no other shareholders or other entities who, solely or jointly, control us or exercise significant influence over us.

Relationship and transactions with subsidiaries

Please see note 34 for an overview of the consolidated companies of the group, which are all wholly-owned subsidiaries of Galapagos NV.

Relationship and transactions with key management personnel

Our key management personnel consists of the members of the Executive Committee and members of the Board of Directors. All amounts mentioned in this section are based on expenses recognized in the financial statements for the relevant financial year.

Remuneration of key management personnel

On December 31, 2024, our Executive Committee had four members: Stoffels IMC BV (permanently represented by Dr. Paul Stoffels), Mr. Thad Huston, Ms. Valeria Cnossen and Ms. Annelies Missotten. They provide their services to us on a full-time basis.

On December 31, 2024, our Board of Directors consisted of nine members: Stoffels IMC BV (permanently represented by Dr. Paul Stoffels), Mr. Simon Sturge, Dr. Susanne Schaffert, Mr. Peter Guenter, Mr. Andrew Dickinson, Dr. Linda Higgins, Dr. Elisabeth Svanberg, Mr. Jérôme Contamine and Mr. Oleg Nodelman.

During its meeting of March 26, 2024, the Board of Directors appointed Mr. Andrew Dickinson by cooptation as a Non-Executive Independent Director effective March 27, 2024, replacing Mr. Daniel O’Day who stepped down on March 26, 2024. Mr. Andrew Dickinson’s appointment has been confirmed by the shareholders at our Annual Shareholders’ Meeting of April 30, 2024.

During its meeting of October 6, 2024, the Board of Directors appointed Mr. Oleg Nodelman by cooptation as a Non-Executive Independent Director effective October 7,2024, replacing Dr. Dan Baker who stepped down on October 6, 2024.

Mr. Oleg Nodelman’s appointment will be submitted to the confirmation of our Annual Shareholders’ Meeting which will be held on April 29, 2025.

Effective from January 1, 2020, we no longer grant any subscription rights to members of the Board of Directors, taking into account the stricter rules of the Belgian Companies Code and 2020 Corporate Governance Code. Prior to 2020, Board members were granted subscription rights.

Effective from April 26, 2022, our new CEO, Stoffels IMC BV, permanently represented by Dr. Paul Stoffels, has been appointed as the Chair of the Board of Directors of Galapagos. The CEO will only be remunerated for the performance of its executive functions as CEO and is not entitled to any additional remuneration for its mandates of Chair of the Board of Directors or of any Committee.

The remuneration package of the members of key management personnel comprises:


	Year ended December 31,
	2024		2023		2022
Remuneration of key management personnel:
Euro, in thousands (except for the number of subscription rights and RSUs)
Short-term benefits to executive Committee members as a group ⁽¹⁾	€	3,279	€	3,902	€	3,444
Board fees for members of the Board of Directors		859		749		740
Post-employment benefits ⁽²⁾		186		209		240
Severance package ⁽³⁾		—		3,150		—
Subscription rights granted in the year
Number of subscription rights granted in the year to Executive Committee members as a group		185,000		325,000		1,124,000
Total cost of subscription rights granted in the year under IFRS 2	€	1,765	€	5,163	€	27,010
Number of RSUs granted in the year
Total number of RSUs granted in the year to Executive Committee members as a group ⁽¹⁾⁽⁴⁾		299,516		331,066		200,478

⁽¹⁾ Mr. Onno Van de Stolpe was our CEO and Executive Committee member until March 31, 2022, Dr. Andre Hoekema was our CBO and Executive Committee member until October 31, 2022 and Dr. Walid Abi-Saab was our CMO and Executive Committee member until December 31, 2022. Their (prorated) remuneration and benefits are included in the overview for the financial year 2022. Effective as of April 1, 2022, Stoffels IMC BV, permanently represented by Dr. Paul Stoffels, is our CEO and Chair of the Executive Committee. His (prorated) remuneration is included in the overview for the financial years 2022 and 2023. Mr. Bart Filius was a member of the Executive Committee until June 30, 2023 and Mr. Michele Manto was a member of the Executive Committee until December 31, 2023. Their (prorated) remuneration and benefits are included in the overview for the financial years 2022 and 2023. Ms. Valeria Cnossen and Ms. Annelies Missotten were members of the Executive Committee as of January 1, 2023. Mr. Thad Huston was a member of the Executive Committee as of July 1, 2023. Their (prorated) remuneration and benefits are included in the overview for the financial year 2023.

⁽²⁾ Only Executive Committee members receive post-employment benefits.

⁽³⁾ In 2022, an amount of €689 thousand was paid to Dr. Wigerinck and Mr. Van de Stolpe in accordance with the severance packages awarded to them in 2021. In 2023, we disclose Mr. Filius' severance package. The reported amount for 2023 consists of an amount paid to Mr. Filius in accordance with the severance package awarded to him as well as an amount paid in 2023 in accordance with the severance package awarded to Mr. Van de Stolpe in 2021.

⁽⁴⁾ This is the sum of the RSUs awarded during the respective financial year, excluding the RSUs representing the deferred portion of the bonus for 2022 in FY2022, and for 2023 in FY2023 (each time to be granted in the following financial year). Only Executive Committee members were awarded RSUs.

OTHER

No loans, quasi-loans or other guarantees were given by us or any of our subsidiaries to members of the Board of Directors and of the Executive Committee. We have not entered into transactions with our key management personnel, other than as described above with respect to remuneration arrangements relating to the exercise or termination of their mandates as members of the Executive Committee and the Board of Directors.