UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2022.
Commission File Number: 001-37384
GALAPAGOS NV
(Translation of registrant’s name into English)
Generaal De Wittelaan L11 A3 2800 Mechelen, Belgium
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
EXPLANATORY NOTE
Enclosed hereto are copies of the following items in connection with Galapagos NV’s annual report for the financial year 2021 and its Extraordinary Shareholders’ Meeting and Annual Shareholders’ Meeting that will be held sequentially on Tuesday, April 26, 2022 at 1:00 p.m. (CET) and 2:00 p.m. (CET), respectively, at the registered office of Galapagos NV.
The information contained in this Form 6-K, including, Exhibits 99.1 and 99.2 is hereby incorporated by reference into the Company’s Registration Statements on Forms F-3 (File No. 333-230639) and S-8 (File Nos. 333-204567, 333-208697, 333-211834, 333-215783, 333-218160, 333-225263, 333-231765, 333-249416 and 333-260500). The information contained in Exhibit 99.3 to this Form 6-K is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GALAPAGOS NV | ||
| (Registrant) | ||
| Date: April 11, 2022 | /s/ MARIE-THÉODORA VANDEWIELE | |
| Marie-Théodora Vandewiele | ||
| Company Secretary | ||
Subject: Galapagos AGM/EGM 2022
April 11th, 2022
Dear Galapagos shareholders,
We are reaching out to you in light of our upcoming shareholders’ meetings (announced in our notice of the meetings). We strongly believe that an endorsement of the proposed resolutions will be an important step forward in implementing a governance structure that allows our Company to best position itself for future growth and create value for all shareholders.
The Supervisory Board proposes to amend the Company’s Articles of Association in order to implement a one-tier board structure, and the appointment of the Company’s CEO, Dr. Paul Stoffels1, as Director of the Board. If approved, the Board intends to appoint Paul as Chair.
Paul is an inspirational industry leader with strong scientific roots and has brought over 25 innovative drugs to the market. He has a strong track record of accelerated product development, including through insightful partnering. We strongly believe that a combined Chair/CEO role for Paul, with his stature and experience, will facilitate faster alignment and approvals to execute on the Company’s opportunities, including in business development, and hence drive short- and long-term value for shareholders. The implementation of a one-tier board, which is practiced by many of our peers, is a necessary step for the appointment of Paul as Chair.
To mitigate any potential governance concern and as detailed in our explanatory letter, we have committed to appoint a Lead Non-Executive Director (LNED), if and as long as we have a combined Chair/CEO role in place. The LNED will be the principal liaison between the non-executive members of the new board and the Chair/CEO and provide the necessary checks and balances in the Board.
In addition, to further strengthen our Board, we propose the appointment of Jérôme Contamine and Dr. Dan Baker as Independent Directors, bringing important financial and therapeutic experience, respectively. Finally, we propose an amendment of our Remuneration policy to accommodate a one-tier board structure.
We acknowledge that the two leading proxy advisory firms have contradictory views and assessments, specifically on Proposal 9, viz. Paul’s appointment to the Board, with the intention to appoint him Chair of the Board. ISS votes against this proposal, and whilst we appreciate all stakeholders’ opinions, we respectfully disagree with ISS’ recommendation on this point.
The election of Paul as Director and his dual Chair/CEO role is a critical part of this powerful package of governance changes that are to the benefit of the Company and shareholders. In view of the above and after receiving constructive and positive feedback from our stakeholders and investors on our proposed resolutions, we invite you, as our valued shareholder, to vote in favor of our proposed resolutions, including Proposal 9, at the EGM & AGM.
We remain at your disposal to discuss possible concerns. Please reach out to IR@glpg.com.
Respectfully,
Rajesh Parekh
Chairman of Supervisory Board
| 1 | Acting via Stoffels IMC BV |
Exhibit 99.1
Exhibit 99.2
Explanatory letter to the agenda for the extraordinary and annual shareholders’ meetings of Galapagos NV
Mechelen, Belgium; 24 March 2022, 21.01 CET; extraordinary and annual shareholders’ meetings to be held sequentially on Tuesday 26 April 2022 at 1:00p.m. (CET) and 2:00p.m. (CET), respectively, at the registered office of Galapagos NV (hereinafter the Company or Galapagos).
Dear shareholders and holders of subscription rights,
We would like to provide further information regarding some of the proposed resolutions to be voted on at the extraordinary and annual shareholders’ meetings to be held sequentially on 26 April 2022.
The board of the Company believes that this year’s meetings proposals make important steps forward in implementing a governance structure that allows the Company to best position itself for future growth, including:
| • | amendment of the Company’s articles of association to implement a one-tier board structure; |
| • | appointment of Paul Stoffels* as director, and of Jérôme Contamine and Dan Baker as independent directors; and |
| • | amendment of the remuneration policy. |
If approved, the new board intends to appoint Dr. Paul Stoffels* as its chair and to appoint a lead non-executive director if and as long as the CEO serves as chair. Dr. Paul Stoffels* has been appointed CEO of Galapagos effective as from 1 April 2022.
We hope that the below information per proposal will be relevant for your participation, and we would welcome an opportunity to discuss the proposals.
On the modification of the Company’s articles of association to implement the one-tier board structure
To the benefit of all stakeholders, the management board and the supervisory board of Galapagos have unanimously proposed to enable a change of the Company’s governance structure from a two-tier model (featuring a management board acting under the supervision of a separate supervisory board) to a one-tier board model (with a unitary board of directors consisting of a majority of non-executive directors, hereafter the board of directors) as provided for by the Belgian Code of Companies and Associations. The new board of directors will be the ultimate decision-making body and will have the overall responsibility for the management and control of the Company.
More specifically, in the proposed unitary board structure, the role of the board of directors is to pursue sustainable value creation by the Company by determining the Company’s strategy and putting in place effective, responsible and ethical leadership. The role of the board of directors would also entail the review of the Company’s environmental, social and governance (ESG) structure.
1
In light of the new leadership transition, a one-tier governance structure would allow the Company to optimize the quality and agility of its internal processes and decision-making, including those for business development activities. The Company believes that the one-tier board structure will integrate and leverage the knowledge and experience among the executive director and the non-executive directors into one corporate body. The supervisory board’s considerations included that a one-tier board would allow for increased information flow and would provide directors with a greater understanding of the business and strategy as the executive and non-executive directors would be in direct, consistent contact. A unitary board would also allow for fast approvals to execute on the Company’s strategy to drive long-term shareholder value.
If approved, the new unitary board of directors intends to appoint Paul Stoffels* chair of the board. The board believes that the combined chair/CEO role will allow him to fully leverage his leadership capabilities and to efficiently set and implement the Company’s directions and strategy, including business development opportunities.
On the intention to appoint a lead non-executive director
To ensure that the independent directors can continue to actively oversee the CEO and management, the new board also intends to appoint a lead non-executive director if and as long as the CEO serves as chair. The role and responsibility of the lead non-executive director will be to act as the principal liaison between the non-executive members of the new board and the chair/CEO, to ensure the independence of the board of directors from the chair/CEO and executive management, to support the chair/CEO and ensure continuity within the board. The lead non-executive director would have the authority to call meetings of the non-executive directors at any time and would also automatically be a vice-chair of the board of directors. Following the approval of the one-tier governance model, the detailed roles and responsibilities of the lead non-executive director will be included in our amended corporate governance charter which will be made available on our website.
Appointment of three new members of the board of directors
The terms of two members of the supervisory board (Katrine Bosley and Howard Rowe) are scheduled to expire on the occasion of the next annual shareholders’ meeting to be held on 26 April 2022. We thank them for their valuable input and contribution over the course of their tenure.
The supervisory board proposes the appointment of Paul Stoffels* as director, as well as the appointment of two new independent directors, Jérôme Contamine and Dan Baker. The new composition of the board of directors will reflect the Company’s growth ambitions as well as provide the board with complementary skills, knowledge and experience.
On the amended remuneration policy
On 22 March 2022, the supervisory board approved an amended version of the Company’s remuneration policy, which will be submitted to the shareholders for approval. The remuneration policy has been revised to reflect the shift from a two-tier governance structure (consisting of a supervisory board and a management board) to a one-tier governance structure (consisting of a board of directors and an executive committee to which certain powers are delegated by the board of directors). The remuneration policy has also been revised to reflect the appointment of a CEO who is also proposed to be a member of, and the chair of, the board of directors. The possibility for Galapagos to enter into non-competition undertakings with the CEO and the other members of the executive committee providing for non-competition indemnities has also been added to the renumeration policy. Furthermore, other changes to the remuneration policy were approved by the supervisory board, such as the possibility of sign-on remuneration and the removal of references to old grants, plans and agreements which are no longer relevant.
2
Biographies of proposed new board members
Paul Stoffels*, MD was Vice Chairman of the Executive Committee and CSO of Johnson & Johnson, setting the company wide innovation agenda and leading the pharmaceutical research and product pipeline as well as the external initiatives. Prior to that, he was worldwide Chairman Pharmaceuticals of Johnson & Johnson, which significantly rejuvenated its product pipeline and adopted a transformational R&D operating model, resulting in the launch of 25 innovative medicines across the globe. Paul joined Johnson & Johnson in 2002, with the acquisition of Virco and Tibotec, where he was CEO and Chairman, respectively, and led the development of several breakthrough products for the treatment of HIV. Paul currently serves as member of the supervisory board of Koninklijke Philips NV and was a member of the board of directors of Galapagos NV from its incorporation until 2002. Paul studied Medicine at the University of Diepenbeek and University of Antwerp (both in Belgium) and Infectious Diseases and Tropical Medicine at the Institute of Tropical Medicine in Antwerp (Belgium).
Jérôme Contamine served as CFO of Sanofi for more than nine years from 2009 until 2018. Prior to joining Sanofi, he was CFO of Veolia from 2000 to 2009. He previously held various operating functions at Total and served four years as an auditor at the Cour des Comptes (the supreme body responsible for auditing the use of public funds in France). Mr. Contamine is a graduate of France’s École polytechnique, ENSAE (École Nationale de la Statistique et de l’Administration Économique) and École nationale d’administration. He held the position of non-executive director at Valeo from 2006 to 2017. Mr. Contamine currently serves as a non-executive director on the boards of Société Générale and Total Energies.
Dan G. Baker, MD joined Janssen/Centocor in 2000 and, as VP of Immunology R&D, his responsibilities included the clinical development of Remicade, Simponi and Stelara as well as other programs in rheumatology, and dermatology. He supervised and oversaw more than 15 regulatory approvals in the US, Europe and Japan. Throughout his time at Janssen he was responsible for evaluating business development opportunities in the immunology space. Since his retirement from Janssen in 2019 he has continued to be involved in bringing therapies to patients. He raised capital (>A$20 million) to fund and start an immunology company, KiRA Biotech, where he now acts as CEO and as an executive director. Dan Baker received his B.A. in Biology from Gettysburg College and his medical degree from the University of Pennsylvania.
The full biographies of the proposed new board members are available on our website.
*Stoffels IMC BV, permanently represented by Mr. Paul Stoffels
About Galapagos
Galapagos NV discovers, develops, and commercializes small molecule medicines with novel modes of action. Our pipeline comprises discovery through Phase 3 programs in inflammation, fibrosis, and other indications. Our ambition is to become a leading global biopharmaceutical company focused on the discovery, development, and commercialization of innovative medicines. More information at www.glpg.com.
Contact
Investors:
Sofie Van Gijsel
Head of Investor Relations
+1 781 296 1143
3
Sandra Cauwenberghs
Director Investor Relations
+32 495 58 46 63
ir@glpg.com
Media:
Marieke Vermeersch
Head of Corporate Communication
+32 479 490 603
media@glpg.com
Forward-looking statements
This letter includes forward-looking statements. Such forward-looking statements are not guarantees of future results or events. When used in this press release, the words “who,” “will,” “agenda,” “propose,” “would,” “if,” “believes,” “ensure,” “intend,” “future,” “forward,” “implement,” “pursue,” “become,” and similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, statements regarding the proposed one tier board structure, the appointment of Paul Stoffels* as combined chair/CEO, the appointment of the two new directors and a lead non-executive director, and the approval of the Company’s amended renumeration policy. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause our actual results, performance or achievements to differ materially from those referred to in the forward-looking statements and, therefore, the reader should not place undue reliance on them. These risks, uncertainties and other factors include, without limitation: risks related to the shareholders not approving the proposed one tier board structure or any other proposal, the risk that we may not be able to realize the expected benefits from the proposed one-tier board structure, the risk that we may not be able to realize the expected benefits from the appointment of the chair/CEO, the lead non-executive director, or any other director, and risks related to the ongoing COVID-19 pandemic. For a discussion of other risks and uncertainties and other important factors, any of which could cause our actual results, performance or achievements to differ from those contained in the forward-looking statements, see the section entitled “Risk Factors” in our most recent Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (SEC), as supplemented and/or modified by any other filings and reports that we have made or will make with the SEC in the future. These forward-looking statements speak only as of the date hereof, and Galapagos makes no commitment to update any forward-looking statements in this document, unless specifically required by law or regulation.
4
GLPG EGM & AGM| Apr 2022 Exhibit 99.3
Disclaimer This presentation contains “forward-looking statements”. When used in this presentation, the words “anticipate,” “believe,” “could,” “expect,” “intend,” “will,” “plan,” “potential,” “should,” “estimate,” “future,” “outlook,” “guidance,” “proposal,” “intention” “expected,” “on track,” “projections,” “target,” “progress,” “promise” and similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, statements regarding: the proposed one-tier board structure, the appointment of Paul Stoffels* as combined CEO/chair, and the appointment of the two three new directors and a lead non-executive director, the rate and timing of our cash burn, the progress of our refocused R&D plan and clinical development activities, our expectations as to our novel target engine, our continued execution of our savings program, our global R&D collaboration with Gilead, our collaboration with AbbVie our R&D plans and strategy, including progress on our fibrosis portfolio, oral therapeutics and SIK platform, and potential changes in such plans and strategy, our commercialization efforts for filgotinib and any future approved products, our expectations as to commercial sales, market size, and market share for Jyseleca and commercial rollout in Europe, our expectations regarding patent exclusivity for Jyseleca, our plans to build out our commercial structure for sales of Jyseleca in Europe, guidance from management regarding our financial results (including guidance regarding the expected operational use of cash during financial year 2022), expectations regarding our ability to identify and execute on business development opportunities, statements regarding the expected timing of our ongoing and planned preclinical studies and clinical trials, statements relating to interactions with regulatory authorities, statements related to the EMA’s planned safety review of JAK inhibitors used to treat certain inflammatory disorders, including filgotinib, initiated at the request of the European Commission (EC) under Article 20 of Regulation (EC) No 726/2004, statements relating to the timing or likelihood of additional regulatory authorities’ approval of marketing authorization for filgotinib, including for additional indications, statements regarding planned changes in our leadership and governance structure and expected resulting benefits, and statements relating to the timing or likelihood of pricing and reimbursement interactions for filgotinib. Any forward-looking statements in this presentation are based on management's current expectations and beliefs, and are not guarantees of future results and performance and are subject to risks, uncertainties and other factors that could cause actual events, results, financial condition and liquidity, performance, or achievements to differ materially from any historic or future results, financial conditions and liquidity, performance or achievements and, therefore, the reader should not place undue reliance on them including. These risks, uncertainties and other factors include, without limitation: risks related to the shareholders not approving the proposed one-tier board structure or any other proposal, the risk that we may not be able to realize the expected benefits from the proposed one-tier board structure, the risk that we may not be able to realize the expected benefits of the appointment of the combined chair/CEO, the lead non-executive director, or any other director, and risks related to the ongoing COVID-19 pandemic, the risk that one or more assumptions, beliefs or expectations underlying management’s guidance regarding our 2022 revenues, operating expenses, and financial results may be incorrect (including one or more of its assumptions underlying its expense expectations), the inherent uncertainties associated with competitive developments, clinical trial and product development activities and regulatory approval requirements (including the risk that data from Galapagos’ ongoing and planned clinical research programs in rheumatoid arthritis, Crohn’s disease, ulcerative colitis, idiopathic pulmonary fibrosis, osteoarthritis, other inflammatory indications and kidney disease may not support registration or further development of its product candidates due to safety or efficacy concerns or other reasons), risks related to our reliance on collaborations with third parties (including, but not limited to, our collaboration partner Gilead), risks that our commercial build-out in Europe will be delayed or less successful than anticipated, the risk that our projections and expectations regarding the commercial potential of filgotinib and any other product candidates may be inaccurate, the risk that our planned leadership transition and change to the governance structure may be disruptive to our business operations; the risk that we will be unable to successfully achieve the anticipated benefits from our planned leadership transition and change to the governance structure, the risk that we will encounter challenges retaining or attracting talent, risks related to continued regulatory review of filgotinib following approval by relevant regulatory authorities and the EMA’s planned safety review of JAK inhibitors used to treat certain inflammatory disorders, including the risk that the EMA and/or other regulatory authorities determine that additional non-clinical or clinical studies are required with respect to filgotinib, the risk that the EMA may require that the marketing authorization for filgotinib in the EU be amended, the risk that the EMA may impose JAK class-based warnings, and the risk that the EMA’s planned safety review may negatively impact acceptance of filgotinib by patents, the medical community, and healthcare payors, and the risk that regulatory authorities may require additional post-approval trials of filgotinib or any other product candidates that are approved in the future. For a discussion of other risks and uncertainties and other important factors, any of which could cause our actual results to differ from those contained in the forward-looking statements, see the section entitled “Risk Factors” in our most recent Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (SEC), as supplemented and/or modified by any other filings and reports that we have made or will make with the SEC in the future. All information in this presentation is as of the date of the presentation, and Galapagos undertakes no duty to update this information unless required by law or regulation. Except for filgotinib's approval for the treatment of (i) RA and UC by the European Commission and Great Britain's Medicines and Healthcare Products Regulatory Agency, and of (ii) RA by Japanese Ministry of Health, Labour and Welfare, our drug candidates are investigational; their efficacy and safety have not been fully evaluated by any regulatory authority. Under no circumstances may any copy of this presentation, if obtained, be retained, copied or transmitted. *Stoffels IMC BV, permanently represented by Mr. Paul Stoffels
R&D Novel target engine & differentiated pipeline Commercial EU roll-out Jyseleca in RA & UC BD Bring in opportunities Financial guidance 2022 Jyseleca* €65-75M Cash burn €450-490M Foundations for future growth Dr. Paul Stoffels** starting as new CEO effective April 1, 2022 *Guidance on European net sales; **Stoffels IMC BV, permanently represented by Mr. Paul Stoffels
Governance changes & 2022 EGM AGM proposals
Key points in upcoming AGM/EGM Combined chair/CEO to fully leverage Paul’s leadership capabilities, incl BD Lead non-executive director Checks and balances & defined responsibilities New board appointments Paul Stoffels Jérôme Contamine Dan Baker One-tier board Strengthen decision-making process & organizational agility Amended remuneration policy Following introduction of one-tier structure
Reasons for a one-tier board A unitary board would allow Dr. Paul Stoffels to be part of the (new) board strengthen decision-making process & organizational agility allow increased information flow, greater understanding of business & strategy provide a fast approval stream to execute on strategy to drive long-term shareholder value State of business has changed materially over past 1.5 years CRL* by the FDA for our key product filgotinib, late-stage pipeline failures, management changes (CEO, CSO) *CRL: Complete Response Letter
Rationale for a combined chair/CEO role If unitary board is approved, intention to nominate Paul Stoffels as chair leverage Paul’s leadership capabilities, efficiently set & implement company direction & strategy incl BD Fully supported by current supervisory board
Dr. Paul Stoffels appointed as CEO Leadership Network icon Entrepreneurial GLPG connection Qualifications: Inspirational industry leader, strong scientific roots Track record of accelerated product development 25 innovative drugs to market Start effective April 1, 2022
Why a lead non-executive director? A strong counter-balance & support to the chair Note: For a full list of responsibilities will become available in our company CG Charter (subject to approval) and is described in letter to AGM/EGM Responsibilities: principal liaison between non-executive members & chair/CEO ensure independence of BoD from chair/CEO, executive management ensure continuity within board Authority to call meetings of non-executive directors at any time Vice-chair of BoD
Appointment of new board members *if and as long as the CEO serves as chair Paul Stoffels, MD as director, and proposal to nominate as chair fully leverage leadership capabilities efficiently set & implement company direction & strategy, incl BD Jérôme Contamine as independent director Dan Baker, MD as independent director Intention to appoint lead non-executive director as counter-balance to CEO*
Executive Remuneration Under our remuneration policy, the CEO’s cash bonus can be maximum 75% of base salary. The aggregate cash bonuses of the other members of the management board can be maximum 50% of the aggregate base salaries. An equivalent number of RSUs will be granted to the CEO and the other members of the management board under the RSU Annual Long-Term Incentive Plan Amended policy reflects shift to one-tier structure appointment of new chair/CEO Possibility for sign-on remuneration, removal of references to old grants, and plans and agreements that are no longer relevant
Transparency on pay for performance Corporate objectives published in annual report, evaluated by supervisory board and aligned with long-term interest of GLPG and SH Continuously monitor possible concerns raised by SH and amendments to our policy are made when required Company is at turning point with strategic changes expected in coming year(s) New (unitary) board to periodically review remuneration policy
Appendix
Our vision & mission Discover & develop innovative medicines that address high unmet medical needs and to improve the quality of life of patients Fully integrated, independent European biopharma Target discovery platform & pipeline Growing Jyseleca® franchise in EU Long-term Gilead collaboration €4.7B* cash & cash equivalents *At 31 Dec 2021
Foundation & future Founded by Onno van de Stolpe 23 years ago Dr. Paul Stoffels involved in company foundation; board member in early years Onno: ‘The time has come to focus on paradigm-shifting medicines and maximize what we have accomplished’ Paul: ‘Adding quality of life is the driver of what Galapagos should be based on’ Euronext Nasdaq Fee-for-service Partnerships with big pharma Filgotinib in Ph1 Gilead alliance Filgotinib launched EU/JP Own commercial infrastructure 2010 2005 2015 2020 2000
Current state of business
2021 in review Inflammation Fibrosis Q2 Corporate development Q3 Clinical activity SIK2/3 GLPG3970 Positive Ph1b with TYK2 psoriasis Q4 GILD lock-up extension Jyseleca EU approval in UC ISABELA ziritaxestat discontinued in IPF Q1 Fidelta sale completed Jyseleca NICE for RA & MANTA 13w Pipeline refocus & rightsizing DIVERSITY recruitment completed in CD MANGROVE recruitment completed in ADPKD Kidney disease Jyseleca EU MAH completed Note: NICE: National Institute for Health and Care Excellence in the UK; MAH: Marketing Authorization Holder
Key financials FY’21 Revenues & other income: €539 M Operating costs:- €703 M Net loss:- €103 M €236M revenue recognition for filgotinib development €43M net other financial income, gain on disposal of Fidelta €22M Flat versus FY’2020 €231M revenue recognition for the platform €15M Jyseleca sales (out of €26M total EU27 Jyseleca sales), €4M royalties
Note: these are management projections and analysis excludes prepaid R&D for Jyseleca and any impact from potential BD Jyseleca burn R&D burn Jyseleca contribution ~€470M ~€350M 2022 2024 2027-2028 Financial outlook FY22 cash burn guidance €450-490M
Legal structure & board
Two-tier governance structure Supervisory board Non-executive directors Management board Executive management Responsible for general policy and strategy Supervision of management board Powers reserved to supervisory board pursuant to Belgian Companies and Associations Code All acts necessary or useful to the realization of GLPG objectives except for those reserved to the supervisory board Research, identification and development of strategic possibilities and proposals Supervision of actual performance compared to strategic goals, plans and budgets Management of the Galapagos group Day-to-day management by CEO
Current composition of supervisory board 75% independence, 4 different nationalities, 50% female, median tenure of 3.5 years Supervisory board member Position Nationality Year of initial appointment Rajesh Parekh* Chairman, Independent director British 2004 Howard Rowe** Independent director British, US 2010 Katrine Bosley** Independent director US 2013 Mary Kerr Independent director British 2016 Peter Guenter Independent director Belgian 2019 Elisabeth Svanberg Independent director Swedish 2020 Daniel O’Day*** Director US 2019 Linda Higgins*** Director US 2019 *Under Nasdaq listing rules we have 2 dependent directors and 6 independent directors **Mandate expires 2022 ***In September 2021 Galapagos entered into a 10-year collaboration with Gilead and two Gilead representatives became board members based on majority shareholdership
Current composition of nomination/remuneration committee 100% independence, 3 different nationalities, 66.7% female, median tenure of 8 years Nomination/ remuneration committee member Position Nationality Year of initial appointment Rajesh Parekh* Chairman; Independent director British 2004 Katrine Bosley** Independent director US 2013 Elisabeth Svanberg Independent director Swedish 2020 *Under Nasdaq listing rules **Mandate expires 2022
Current composition of audit committee 100% independence, 3 different nationalities, 33.3% female, median tenure of 5 years Audit committee member Position Nationality Year of initial appointment Howard Rowe* Independent director British, US 2010 Mary Kerr Independent director British 2016 Peter Guenter Independent director Belgian 2019 *Mandate expires 2022
Paul Stoffels, MD Former VC of the Ex Com and CSO of J&J Set wide innovation agenda, including single-shot COVID-19 vaccine within a record time frame Prior WW Chairman Pharmaceuticals of J&J, rejuvenated its product pipeline and adopted a transformational R&D operating model, resulting in the launch of 25 innovative medicines Joined J&J in 2002, with the acquisition of Virco and Tibotec, where he was CEO and Chairman respectively, leading development of treatments of HIV Member of Galapagos board of directors from its foundation (1999) until 2002 Paul studied Medicine and Infectious Diseases & Tropical Medicine at the Institute of Tropical Medicine in Antwerp, Belgium
Jérôme Contamine CFO of Sanofi from 2009 until 2018 CFO of Veolia from 2000 to 2009 Graduate of France’s École polytechnique, ENSAE (École Nationale de la Statistique et de l’Administration Économique) and École nationale d’administration Non-executive director at Valeo from 2006 to 2017 Non-executive director on the boards of Société Générale and Total Energies
Dan Baker, MD Joined Janssen/Centocor in 2000 – 2019; as VP Immunology R&D developed Remicade, Simponi, Stelara, and other rheumatology and dermatology programs Supervised trials in multiple disease areas, and oversaw >15 regulatory approvals in the US, Europe and Japan Responsible for evaluating BD opportunities in immunology Recently raised capital to fund and start an immunology company, KiRA Biotech, where he now acts as CEO and executive director B.A. in Biology from Gettysburg College and medical degree from the University of Pennsylvania