The aggregate compensation paid and benefits in kind granted by us to the current members of our executive management team and directors, including share-based compensation, for the year ended 31 December 2014, was €2.6 million. For the year ended 31 December 2014, €3,000 of the amounts set aside or accrued to provide pension, retirement or similar benefits to our employees was attributable to members of our executive management team. For a discussion of our employment arrangements with members of our executive management team and consulting arrangement with our directors, see the remuneration report in our 2014 annual report, which is incorporated by reference in this prospectus. For more information regarding warrant grants, see the section of this prospectus titled “Warrant Plans.”
Compensation of Our board of directors
The remuneration of our directors and the grant of warrants to our directors is submitted by our board of directors (following advice from the nomination and remuneration committee) for approval to the general shareholders’ meeting and is only implemented after such approval. The aggregate compensation paid and benefits in kind granted by us to our current directors, including share-based compensation, for the year ended 31 December 2014, was €0.2 million. The procedure for establishing the remuneration policy and setting remuneration for members of our board of directors is determined by our board of directors on the basis of proposals from the nomination and remuneration committee, taking into account relevant benchmarks from the biotechnology industry.
The independent directors receive fixed remuneration in consideration for their membership of the board of directors and their attendance at the committee meetings of which they are members. The remuneration package for the independent directors approved by the shareholders’ meeting of 11 June 2013 is made up of a fixed annual fee of €8,000. The fee is supplemented with a fixed annual fee of €3,000 for membership of each committee of the board of directors, to be increased by €2,000 in case the relevant director chairs a committee.
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All directors are entitled to a reimbursement of out-of-pocket expenses actually incurred as a result of participation in meetings of the board of directors.
On the advice of the nomination and remuneration committee, the board of directors may propose to the shareholders’ meeting to grant options or warrants in order to attract or retain non-executive directors with the most relevant skills, knowledge and expertise. Insofar as this grant of options or warrants comprises variable remuneration under Article 554 of the Belgian Company Code, this remuneration shall be submitted for approval to the next annual general shareholders meeting.
The directors’ mandate may be terminated ad nutum (at any time) without any form of compensation.
No loans or guarantees were given to members of the board of directors during the year ended 31 December 2014. There are no employment or service agreements that provide for notice periods or indemnities between us and members of the board of directors who are not a member of the executive management team. In respect of the members of the board of directors who are a member of the executive management team, reference is made to the section “Executive Management Team” here above.
The chairman of our board of directors, Michel Lussier, does not receive remuneration.
The following table sets forth the fees received by our non-executive directors for the performance of their mandate as a board member, during the year ended 31 December 2014:
Name Fees Earned (€)
Michel Lussier ... — William Wijns... — Serge Goblet ... — Pienter-Jan BVBA, represented by its permanent representative, Chris Buyse ... 18,000 R.A.D. Sciences BVBA, represented by its permanent representative Rudy Dekeyser 11,000 Jean-Marc Heynderickx ... — Chris De Jonghe ... — Hanspeter Spek ... 25,000 Danny Wong ... — Tolefi SA, represented by its permanent representative, Serge Goblet ... — Total ... 54,000 Our executive director (i.e., LSS Consulting SPRL, represented by Christian Homsy) does not receive any specific or additional remuneration for his service on our board of directors, as this is included in his total remuneration package in his capacity as Chief Executive Officer. For more information regarding Mr. Homsy’s compensation, see the section of this prospectus titled “Compensation of Directors and Executive Management Team”.
The table below provides an overview as of 31 December 2014 of the warrants held by the non-executive directors. Warrant Awards
Name
Number of Ordinary Shares Underlying
Warrants Warrant Exercise Price in euros Expiration Date Warrant Michel Lussier ... 400 35.36 5 May 2016
William Wijns... — — —
Serge Goblet ... — — —
Chris Buyse[1] ... 5,000 35.36 29 Oct 2015
Rudy Dekeyser ... — — —
Jean-Marc Heynderickx ... — — —
Chris De Jonghe ... — — —
Hanspeter Spek ... 5,000 35.79 5 May 2019
Danny Wong ... — — —
TOLEFI SA ... 2,504 35.36 5 May 2016 _
[1] Chris Buyse holds these warrants and shares in person, whereby he is the permanent representative of Pienter-Jan BVBA,
108 Compensation of Members of the Executive Management Team
The compensation of the members of our executive management team is determined by our board of directors based on the recommendations by our nomination and remuneration committee.
The remuneration of the members of our executive management team consists of different components:
Fixed remuneration: a basic fixed fee designed to fit responsibilities, relevant experience and competences, in line with market rates for equivalent positions. The amount of fixed remuneration is evaluated and determined by the board of directors every year.
Short term variable remuneration: members of the executive management team may be entitled to a yearly bonus, given the level of achievement of the criteria set out in the corporate objective for that year.
Incentive plan: warrants have been granted and may be granted in the future, to the members of the executive management team. For a description of the main characteristics of our warrant plans, see the section of this prospectus titled “Warrant Plans.”
Other: Members of the executive management team with an employee contract with us entitle them to our pension, company car and payments for invalidity and healthcare cover and other fringe benefits of non- material value.
No loans, quasi-loans or other guarantees were granted to members of our executive management team during the year ended on 31 December 2014.
The following table sets forth information regarding compensation earned by LSS Consulting SPRL, represented by Christian Homsy, our Chief Executive Officer, during the year ended 31 December 2014.
Compensation (in euros) Fixed fee ... 369,000 Variable fee ... 110,700 Total ... 479,700
Mr. Homsy was not granted warrants in 2014. Mr. Homsy did exercise 80,000 warrants to acquire 80,000 of our ordinary shares in 2014.
The following table sets forth information concerning the aggregate compensation earned during the year ended 31 December 2014 by the other members of our executive management team.
Compensation (in euros) Fixed remuneration (gross) ... 208,278 Variable remuneration (short term) ... 60,668 Fixed fee ... 647,276 Variable fee ... 112,464 Pension/Life ... 3,269 Other benefits ... 2,927 Total ... 1,034,882
In addition, the other members of the executive management team were granted and accepted 17,500 warrants under the 5 May 2014 warrant plan. The exercise price of the warrants is €33.18 and €39.22. The following table sets forth the number of warrants granted under such plans to the other members of the executive management team:
Name Number of Warrants under the 5 May 2014 plan
Georges Rawadi ... 7,500 Vincent Brichard ... 10,000
The table below provides an overview as of 31 December 2014 of the warrants held by the members of our executive management team.
109 Warrant Awards Name Number of Ordinary Shares Underlying Warrants Warrant Exercise Price in euros Warrant Expiration Date Christian Homsy[1] ... 112,000 2.64 6 May 2018
200 35.36 5 May 2016
Patrick Jeanmart[2] ... 56,000 2.64 6 May 2018
25 35.36 5 May 2016
Peter De Waele ... 6,500 2.64 6 May 2018 George Rawadi ... 7,500 39.22 5 May 2024 Vincent Brichard ... 10,000 33.18 5 May 2019 _
[1] Christian Homsy holds these warrants in person, whereby he is the representative of LSS Consulting SPRL, his management
company, which has been appointed as Chief Executive Officer.
[2] Patrick Jeanmart holds these warrants in person, whereby he is the representative of PaJe SPRL, his management company,
which has been appointed as Chief Financial Officer.