Share based payments | 31. Share based payments SUBSCRIPTION RIGHT PLANS Presented below is a summary of subscription right activities for the reported periods. Various subscription right plans were approved for the benefit of our employees, and for members of the Executive Committee and of the Board of Directors and independent consultants of Galapagos NV. The subscription rights offered to members of the Board of Directors vest over a period of 36 months at a rate of 1/36 th On May 5, 2023 the Board of Directors issued “Subscription Right Plan 2023 BE”, “Subscription Right Plan 2023 RMV” and “Subscription Right Plan 2032 ROW”, for a total of 1,538,400 subscription rights (after acceptance by the beneficiaries), within the framework of the authorized capital. Following table shows when a subscription right becomes exercisable, per issued plan: Subscription right exercisable as from: Cliff vesting Graded vesting First tranche of 25% Second tranche of 25% Third tranche of 50% Subscription right plans before 2021 First day after end of third calenderyear following the grant — — — Subscription right plan 2021BE First day after end of third calenderyear following the grant — — — Subscription right plan 2021RMV and ROW — January 1, 2023 January 1, 2024 January 1, 2025 Subscription right plan 2022 (A) — January 1, 2023 January 1, 2024 January 1, 2025 Subscription right plan 2022 (B) January 1, 2026 — — — Subscription right plan 2022BE January 1, 2026 — — — Subscription right plan 2022RMV and ROW — January 1, 2024 January 1, 2025 January 1, 2026 Subscription right plan 2023BE January 1, 2027 — — — Subscription right plan 2023RMV and ROW — January 1, 2025 January 1, 2026 January 1, 2027 In the event of a change of control over Galapagos NV, all outstanding subscription rights vest immediately and will be immediately exercisable. The table below sets forth a summary of subscription rights outstanding and exercisable at December 31, 2023, per subscription right plan: Outstanding Outstanding Exercisable per Granted Exercised Forfeited Expired per per Allocation Expiry Exercise January 1, during during during during December 31, December 31, Subscription right plan date date price (€) 2023 year year year year 2023 2023 2015 04/30/2015 04/29/2023 28.75 63,223 (61,560) (1,663) — — 2015 (B) 12/22/2015 12/21/2023 49.00 241,500 (241,500) — — 2015 RMV 12/22/2015 12/21/2023 49.00 35,000 (35,000) — — 2016 1/6/2016 05/31/2024 46.10 325,500 325,500 325,500 2016 RMV 1/6/2016 05/31/2024 46.10 69,000 69,000 69,000 2016 (B) 01/20/2017 01/19/2025 62.50 10,000 10,000 10,000 2017 05/17/2017 05/16/2025 80.57 590,000 (5,000) 585,000 585,000 2017 RMV 05/17/2017 05/16/2025 80.57 127,500 (5,000) 122,500 122,500 2018 04/19/2018 04/18/2026 79.88 974,995 (10,000) 964,995 964,995 2018 RMV 04/19/2018 04/18/2026 79.88 137,500 (5,000) 132,500 132,500 2019 10/4/2019 9/4/2027 95.11 1,216,990 (8,750) 1,208,240 1,208,240 2019 RMV 10/4/2019 9/4/2027 95.11 186,000 (8,750) 177,250 177,250 2020 04/17/2020 04/16/2028 168.42 1,458,244 (88,627) 1,369,617 1,317,779 2020RMV 04/17/2020 04/16/2028 168.42 209,075 (15,775) 193,300 193,300 2021BE 04/30/2021 04/29/2029 64.76 1,041,148 (8,542) 1,032,606 2021RMV 04/30/2021 04/29/2029 64.76 257,700 (31,404) 226,296 117,030 2021ROW 04/30/2021 04/29/2029 64.76 783,375 (115,879) 667,496 356,418 2022 (A) 01/13/2022 12/1/2030 46.18 30,000 30,000 15,000 2022 (B) 01/26/2022 01/25/2030 50.00 1,000,000 1,000,000 2022BE 6/5/2022 5/5/2030 57.46 831,542 (13,714) 817,828 2022BE 5/8/2022 5/5/2030 51.58 78,000 78,000 2022RMV 6/5/2022 5/5/2030 57.46 242,714 (39,250) 203,464 50,770 2022ROW 6/5/2022 5/5/2030 57.46 847,850 (142,350) 705,500 176,256 2022ROW 5/8/2022 4/8/2030 51.58 60,000 60,000 15,000 2023BE 5/5/2023 4/5/2031 35.11 — 611,000 (1,972) 609,028 2023RMV 5/5/2023 4/5/2031 35.11 — 110,000 (7,500) 102,500 2023ROW 5/5/2023 4/5/2031 35.11 — 597,400 (35,500) 561,900 2023BE 06/15/2023 06/14/2031 38.58 — 200,000 200,000 2023ROW 11/17/2023 4/5/2031 32.99 — 20,000 20,000 Total 10,816,856 1,538,400 (61,560) (544,676) (276,500) 11,472,520 5,836,538 Weighted average exercise Subscription rights price (Euro) Outstanding on January 1, 2021 6,929,111 € 103.95 Exercisable on December 31, 2020 1,168,967 37.84 Granted during the period 2,493,433 64.76 Forfeited during the year (701,753) 118.53 Exercised during the period (140,954) 23.51 Expired during the year — — Outstanding on December 31, 2021 8,579,837 € 92.69 Exercisable on December 31, 2021 1,751,013 56.64 Granted during the period 3,127,239 54.71 Forfeited during the year (607,430) 100.00 Exercised during the period (282,790) 23.68 Expired during the year — — Outstanding on December 31, 2022 10,816,856 € 83.12 Exercisable on December 31, 2022 2,574,218 70.26 Granted during the period 1,538,400 35.53 Forfeited during the year (544,676) 80.31 Exercised during the period (61,560) 28.75 Expired during the year (276,500) 49.00 Outstanding on December 31, 2023 11,472,520 € 77.93 Exercisable on December 31, 2023 5,836,538 101.93 The table below sets forth the inputs into the valuation of the subscription rights. 2023BE 2023RMV/ROW 2022 (A) 2022 (B) May 5 & June 15 May 5 & November 17 January 13 January 26 Weighted average exercise price (€) € 35.97 € 35.05 € 46.18 € 50.00 Weighted average share price at acceptance date (€) € 38.53 € 38.63 € 46.21 € 56.67 Weighted average fair value at the acceptance date (€) € 16.61 € 15.96 € 16.10 € 24.53 Weighted average estimated volatility (%) 36.89 36.67 41.80 40.80 Weighted average expected life of the subscription rights (years) 6.14 5.38 4.72 5.95 Weighted average risk free rate (%) 2.77 2.74 (0.13) 0.67 Expected dividends None None None None 2022BE 2022 RMV/ROW 2022BE/ROW 2021 2021 RMV/ROW May 6 May 6 August 6 April 30 April 30 Exercise Price (€) € 57.46 € 57.46 € 51.58 € 64.76 € 64.76 Weighted average share price at acceptance date (€) € 51.64 € 51.64 € 44.55 € 61.10 € 61.10 Weighted average fair value at the acceptance date (€) € 20.73 € 18.92 € 17.07 € 22.72 € 20.68 Weighted average estimated volatility (%) 42.59 42.65 41.75 40.73 40.61 Weighted average expected life of the subscription rights (years) 6.37 5.36 5.68 6.43 5.36 Weighted average risk free rate (%) 1.33 1.26 2.70 (0.21) (0.29) Expected dividends None None None None None Subscription right Plans The exercise price of the subscription rights is determined pursuant to the applicable provisions of the Belgian Law of March 26, 1999. The weighted average estimated volatility is calculated on the basis of the implied volatility of the share price over the weighted average expected life of the subscription rights. The weighted average expected life of the subscription right is calculated as the estimated duration until exercise, taking into account the specific features of the plans. Our share based compensation expense in 2023 in relation to subscription right plans amounted to €56,718 thousand (2022: €88,506 thousand; 2021: €70,726 thousand), of which €36.628 €62.003 €52.131 €20.090 €26.503 €18.595 The following table provides an overview of the outstanding subscription rights per category of subscription right holders at December 31, 2023, 2022 and 2021. Category December 31, 2023 2022 2021 (1) (in number of subscription rights) Members of the Board of Directors 7,500 75,000 157,560 Members of the Executive Committee 1,670,500 1,864,000 1,965,000 Personnel 9,794,520 8,877,856 6,457,277 Total subscription rights outstanding 11,472,520 10,816,856 8,579,837 The outstanding subscription rights at the end of the accounting period have an average exercise price of €77.93 (2022: €83.10; 2021: €92.69) and a weighted average remaining expected life of 1,728 days 1,914 days 1,955 days RESTRICTED STOCK UNITS RSUs Each RSU represents the right to receive, at Galapagos’ discretion, one Galapagos share or a payment in cash of an amount equivalent to the volume-weighted average price of the Galapagos share on Euronext Brussels over the 30-calendar day period preceding the relevant vesting date, in accordance with the terms and conditions of the relevant RSU program. We currently have the following restricted stock unit (RSU) programs: ● Plan 2020.I, Plan 2021.I and Plan 2022.I and Plan 2023.1: these plans are intended to provide a long-term incentive to certain of our employees and members of the Executive Committee; ● Plan 2020.II, Plan 2021.II, Plan 2021.IV, Plan 2022.II and Plan 2023.II: these plans are designed with the aim to retain a specific group of our key employees and members of the Executive Committee whose retention is considered so important for our future performance that an additional incentive is desired. The beneficiaries are nominated by the Remuneration Committee and the Board of Directors approves the list of beneficiaries. The four-year vesting period is designed to be aligned with long-term shareholder interests; ● Plan 2021.III and Plan 2022.III: these plans are intended to compensate employees who transferred from Gilead to us in the framework of the transfer of European commercialization rights for the long-term incentive plans within Gilead under which unvested RSU awards lapsed upon transfer out of the Gilead group. These employees received a one-time Restricted Stock Units grant from us. The main characteristics of all these plans are as follows: ● the RSUs are offered for no consideration; ● generally four-year vesting period, with 25% vesting each year, except for some plans or some beneficiaries for which the RSUs will all vest at the same time three years after the offer date (bullet vesting); vest 50% after two years and 50% after three years or vest over three years with 34% vesting the first year and 33% in each of the remaining two years ; ● payout will be in cash or shares, at Galapagos’ discretion, it being understood that in respect of members of the Executive Committee, any vesting prior to the third anniversary of the offer date will always give rise to a payment in cash rather than a delivery of shares as an incentive; ● any unvested RSUs are forfeited upon termination of service before the vesting date . The table below sets forth a summary of RSUs outstanding at December 31, 2023, per RSU plan: Outstanding Outstanding per Granted Forfeited Paid in cash per Offer January 1, during during during December 31, RSU plan date 2023 year year year 2023 Plan 2019.II. 10/16/2019 12,931 (768) (12,163) — Plan 2020.I. 06/05/2020 17,110 (2,558) (9,361) 5,191 Plan 2020.II. 07/05/2020 17,626 (6,530) (8,335) 2,761 Plan 2021.I. 05/05/2021 92,600 (23,150) (26,621) 42,829 Plan 2021.II. 05/06/2021 22,341 (7,447) (5,416) 9,478 Plan 2021.III. 06/03/2021 16,259 (2,636) (8,207) 5,416 Plan 2021.IV. 09/24/2021 101,838 (52,462) (33,946) 15,430 Plan 2022.I. 03/05/2022 194,638 (49,844) (41,486) 103,308 Plan 2022.II. 5/05/2022 - 5/08/2022 249,000 (83,602) (59,270) 106,128 Plan 2022.III. 07/06/2022 11,752 (349) (5,873) 5,530 Plan 2023.I. 08/05/2023 401,962 (35,380) 366,582 Plan 2023.II. 9/05/2023 - 15/06/2023 - 17/11/2023 518,548 (5,748) 512,800 Total 736,095 920,510 (270,474) (210,678) 1,175,453 2023 2022 2021 (in number of RSUs) Outstanding on January 1, 736,095 657,803 313,596 Granted during the year 920,510 470,273 511,518 Forfeited during the year (270,474) (172,885) (74,873) Paid in cash during the year (210,678) (219,096) (92,438) Outstanding on December 31, 1,175,453 736,095 657,803 The RSUs are measured based on the volume-weighted average price of the Galapagos share on Euronext Brussels over the 30-calendar day period preceding the reporting period and they are re-measured at each reporting date. We recognize the corresponding expense and liability over the vesting period. The total liability relating to outstanding RSUs on December 31, 2023 amounted to €13.8 million (2022: €12.9 million, 2021: €11.3 million). The following table provides an overview of the outstanding RSUs per category of RSU holders on December 31, 2023, 2022 and 2021. December 31, 2023 2022 2021 (in number of RSUs) Members of the Executive Committee 438,738 332,038 384,340 Personnel 736,715 404,057 273,463 Total outstanding RSUs 1,175,453 736,095 657,803 |