Smith & Nephew Plc Director/PDMR Shareholding (4963M)
23 Maggio 2022 - 05:45PM
UK Regulatory
TIDMSN.
RNS Number : 4963M
Smith & Nephew Plc
23 May 2022
SMITH & NEPHEW PLC
23 May 2022
NOTIFICATION AND PUBLIC DISCLOSURE IN ACCORDANCE WITH THE
REQUIREMENTS OF THE EU MARKET ABUSE REGULATION OF TRANSACTIONS BY
PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES ("PDMR") AND
PERSONS CLOSELY ASSOCIATED WITH THEM.
On 20 May 2022 the following awards of US$0.20 ordinary shares
(the "Shares") in Smith & Nephew plc (the "Company") were
granted under the Smith & Nephew Global Share Plan 2020. The
awards have been made in London and are based on the closing Share
price on the London Stock Exchange on 19 May 2022 of GBP12.58.
1. PERFORMANCE SHARE PROGRAMME 2022 AWARDS GRANTED UNDER THE
SMITH & NEPHEW GLOBAL SHARE PLAN 2020
The Remuneration Committee has approved performance conditions
attached to the vesting of these awards, which are detailed below.
These awards will vest on 20 May 2025 for the Executive Directors
and 9 March 2025 for the other participants, subject to the
achievement of the performance conditions which are measured over
the period 1 January 2022 to 31 December 2024 as set out below.
The number of shares subject to the above awards are shown at
target vesting. Should maximum vesting be achieved, participants
will receive 2x the number of shares shown below. Participants will
receive an additional number of shares equivalent to the amount of
dividend payable per vested share during the relevant performance
period.
The following relates to all individuals included in this
section:
Reason for the notification
Initial notification Initial notification
/Amendment
-------------------------------------------
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
Name Smith & Nephew plc
-------------------------------------------
LEI 213800ZTMDN8S67S1H61
-------------------------------------------
Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
Description of the Smith & Nephew plc Ordinary Shares of USD
financial instrument, 0.20 each
type of instrument
-------------------------------------------
Identification code ISIN: GB0009223206
-------------------------------------------
Nature of the transaction Performance Share Awards granted at target
on 20 May 2022 under the Smith & Nephew
Global Share Plan 2020.
-------------------------------------------
Date of Transaction 2022 - 05 - 20
-------------------------------------------
Place of Transaction Grant took place outside a trading venue
-------------------------------------------
Director Aggregated
Name (Position) / PDMR Price (GBP) Volume information
Helen Barraclough
(Group General
Counsel and Company
Secretary) PDMR 12.58 29,904 N/A Single Transaction
----------- ------------ -------- -----------------------
Bradley Cannon
(President Orthopaedics,
Sports Medicine
& ENT and Americas) PDMR 12.58 97,099 N/A Single Transaction
----------- ------------ -------- -----------------------
Peter Coenen
(President EMEA
Region) PDMR 12.58 41,392 N/A Single Transaction
----------- ------------ -------- -----------------------
Paul Connolly
(President Global
Operations) PDMR 12.58 37,606 N/A Single Transaction
----------- ------------ -------- -----------------------
Phil Cowdy
(Chief Business
Development &
Corporate Affairs
Officer) PDMR 12.58 32,224 N/A Single Transaction
----------- ------------ -------- -----------------------
Myra Eskes
(President APAC
Region) PDMR 12.58 47,524 N/A Single Transaction
----------- ------------ -------- -----------------------
Simon Fraser
(President Advanced
Wound Management
and Global Commercial
Operations) PDMR 12.58 77,969 N/A Single Transaction
----------- ------------ -------- -----------------------
Mizanu Kebede
(Chief Quality
& Regulatory
Affairs Officer) PDMR 12.58 38,452 N/A Single Transaction
----------- ------------ -------- -----------------------
Elga Lohler
(Chief HR Officer) PDMR 12.58 47,057 N/A Single Transaction
----------- ------------ -------- -----------------------
Deepak Nath
(Chief Executive Executive
Officer) Director 12.58 129,711 N/A Single Transaction
----------- ------------ -------- -----------------------
Anne-Françoise
Nesmes
(Chief Financial Executive
Officer) Director 12.58 67,324 N/A Single Transaction
----------- ------------ -------- -----------------------
Vasant Padmanabhan
(President Research
& Development) PDMR 12.58 45,776 N/A Single Transaction
----------- ------------ -------- -----------------------
Alison Parkes
(Chief Compliance
Officer) PDMR 12.58 8,403 N/A Single Transaction
----------- ------------ -------- -----------------------
As explained on page 127 of the 2021 Annual Report the
performance conditions applying to these awards have been
determined by the Remuneration Committee.
The awards made to the Executive Directors are subject to four
equally weighted performance measures: Total Shareholder Return
(TSR), Return on Invested Capital (ROIC), Global Revenue Growth and
Cumulative Free Cash Flow. Page 127 of the 2021 Annual Report
explains how TSR will be measured and defines the calculation of
ROIC with reference to the methodology on page 126.
The awards subject to TSR will vest as follows. The two equally
weighted peer groups are defined on page 127 of the 2021 Annual
Report.
Award vesting as % of salary at date of
grant
Sector based peer group FTSE100 peer group
------------------------ -------------------
Below the index Nil Nil
------------------------ -------------------
Equaling the index 8.6% 8.6%
------------------------ -------------------
8% above the index 34.4% 34.4%
------------------------ -------------------
Awards will vest on a straight-line basis between these points.
The maximum has been set significantly above target reflecting the
maximum opportunity for outperformance.
The awards subject to ROIC will vest as follows:
Return on Invested Capital Award vesting as a % of salary
Year ended 31 December 2024
Below 8.0% Nil
-------------------------------
8.0% 17.2%
-------------------------------
9.0% 34.4%
-------------------------------
10.5% 68.8%
-------------------------------
Awards will vest on a straight-line basis between these
points.
The awards subject to Revenue Growth will vest as follows:
Revenue Growth Award vesting as a % of salary
Three years ended 31 December
2024
Below Threshold Nil
-------------------------------
Threshold (-5% of target) 17.2%
-------------------------------
Target - set by reference to
our expectations 34.4%
-------------------------------
Maximum or above (+5% of target) 68.8%
-------------------------------
Awards will vest on a straight-line basis between these
points.
Revenue Growth targets for the three years ended 31 December
2024 for these awards, even though now determined, will not be
disclosed until the 2024 Annual Report, when the Remuneration
Committee will discuss performance against the target. It is not
possible to disclose precise targets at the time of grant to avoid
giving commercially sensitive information to our competitors
concerning our growth plans.
The awards subject to Cumulative Free Cash Flow will vest as
follows:
Cumulative Free Cash Flow Award vesting as % of salary
Three years ended 31 December
2024
Below $1,535m Nil
-----------------------------
$1,535m 17.2%
-----------------------------
$1,913m 34.4%
-----------------------------
$2,104m 68.8%
-----------------------------
Awards will vest on a straight-line basis between these
points.
Sarah Carne
Deputy Company Secretary
Smith & Nephew plc
Tel: +44 (0)1923 477100
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END
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May 23, 2022 11:45 ET (15:45 GMT)
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