Board Compensation and Key Management Personnel | 21. Board Compensation and Key Management Personnel On May 29, 2017, the Company changed its governance structure from a two-tier one-tier Non-Executive one-tier Non-Executive to-day Non-Executive Prior to May 29, 2017, the Company’s Management Board was in charge of managing the Company and consisted of Ton Logtenberg, Chief Executive Officer (CEO) and Shelly Margetson, the former Chief Operating Officer (COO). Ms. Margetson resigned as a statutory director of the Company effective as of May 24, 2017 and ended her employment with the Company effective as of August 1, 2017. The Supervisory Board was responsible for the supervision of the Management Board and the general course of affairs of the Company. Subsequent to May 29, 2017, the members of the Supervisory Board are now Non-Executive In addition to Board of Directors, the Company employs certain Key Management Personnel responsible for executing the day-to-day Executive Directors In 2017, 2016, and 2015 the following amounts were charged to the consolidated statement of profit or loss and comprehensive loss for the remuneration of the statutory directors: December 31, Name Gross Salary Bonus Pension Option cost Total (Amounts in Euros) Ton Logtenberg, CEO 2017 432,782 337,945 51,528 4,675,590 5,497,845 2016 369,204 147,820 17,717 907,236 1,441,977 2015 236,032 89,072 18,591 1,910,204 2,253,899 Shelley Margetson(*), COO 2017 (**) 420,782 — 19,595 451,752 892,129 2016 198,987 84,000 6,152 164,547 453,686 2015 159,749 37,365 13,824 284,938 495,876 (*) Resigned as a statutory director of the Company effective as of May 24, 2017. (**) Gross salary includes severance payments totaling €257,260. During the year ended December 31, 2017, Mr. Logtenberg was granted 377,271 options and 123,745 RSU’s while Ms. Margetson was granted 59,605 options and 19,550 RSU’s. In addition, upon her separation date, Ms. Margetson was entitled to an accelerated vesting of any unvested Company options and restricted stock units held that would have vested during the 12-month As of December 31, 2017, Mr. Logtenberg held 661,629 options (2016: 376,912; and 2015: 54,866) with a weighted average exercise price of €14.20 (2016: €2.98; 2015: €5.35) and 123,745 RSU’s. Key Management Personnel The remainder of the key management personnel has received the following remuneration for the year 2017. Remuneration 2017 2016 2015 (Amounts in Euros) Short term employment benefits 2,808,998 1,139,763 190,763 Post-employment benefits 108,416 18,720 11,671 Other long term benefits — — — Termination benefits — — — Share based payments 5,171,233 1,195,876 57,065 Total 8,088,647 2,354,359 259,499 Some of the key management personnel have long term benefits in the form of life and long term disability insurance policies which have been affected in their name as well as severance conditions in case of termination without cause or leave for good reason. A number of key management personnel, or their related parties, hold positions in other companies that result in them having control or significant influence over these companies. These companies did not enter into transactions with the Company during the year. On October 27, 2016, the Company appointed Andres Sirulnik as its Chief Medical Officer (CMO). A total 219,890 options over common shares were granted to Dr. Sirulnik with an exercise price of €16.85 per option. On February 15, 2017, the Company appointed Peter Silverman as its Senior Vice President, Legal (SVP). A total 50,000 options over common shares were granted to Mr. Silverman with an exercise price of €24.54 per option. On November 1, 2016, the Company appointed John Crowley as its Chief Financial Officer. A total of 183,241 options over common shares were granted to Mr. Crowley with an exercise price of €15.24 per option. On October 5, 2015, the Company amended the exercise price of options granted under the 2010 Option plan prior to January 2015, to be €1.93. Those option holders that had already exercised options under this plan were reimbursed the excess paid over €1.93 per share. This amounted in a total reimbursement of €60,935. Non-Executive In May 2016, the Company established the Supervisory Board Remuneration Program, which was subsequently replaced by the Non-Executive Non-Executive The following amounts were charged to the consolidated statement of profit or loss and comprehensive loss for the remuneration of the members of the Board: December 31, 2017 December 31, 2016 December 31, 2015 Name Cash compensation Option Total Cash compensation Option Total Cash compensation Option Total (Amounts in Euros) (Amounts in Euros) (Amounts in Euros) Mark Iwicki 59,840 120,596 180,436 50,394 183,367 233,761 26,325 115,380 141,705 Wolfgang Berthold 37,530 90,944 128,474 19,850 50,928 70,778 — 15,475 15,475 Lionel Carnot 35,445 61,870 97,315 24,852 66,959 91,811 — — — John de Koning 38,573 113,613 152,186 26,230 37,000 63,230 — — — Anand Mehra 39,615 83,683 123,298 26,938 84,703 111,641 — — — Gregory Perry 41,700 103,169 144,869 28,356 97,365 125,721 — — — Gabriele Dallmann(*) — — — — — — 11,000 5,795 16,795 Gerard van Odijk(*) — — — — — — — 16,298 16,298 Total 252,703 573,875 826,578 176,620 520,322 696,942 37,235 152,948 190,273 (*) former board member As at December 31, members of the Board held the following number of options: December 31, 2017 December 31, 2016 December, 31 2015 Name Number Weighted exercise price Number Weighted exercise price Number Weighted exercise price Mark Iwicki 79,226 € 7.32 73,576 € 6.57 73,576 € 6.57 Wolfgang Berthold 24,040 € 8.90 26,724 € 3.02 14,168 € 1.93 Lionel Carnot 22,650 € 11.80 17,000 € 8.87 — — John de Koning 22,650 € 11.80 17,000 € 8.87 — — Anand Mehra 22,650 € 11.80 17,000 € 8.87 — — Gregory Perry 22,650 € 11.80 17,000 € 8.87 — — Gabriele Dallmann(*) — — 16,828 € 3.24 4,272 € 1.93 Gerard van Odijk(*) — — — — 21,874 € 1.93 Total 193,866 € 9.61 185,128 € 7.21 113,890 € 4.93 (*) former board member |