RNS Number : 4189G
Smith & Nephew Plc
11 March 2024
 

SMITH & NEPHEW PLC

 

11 March 2024

 

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.

 

 

1.   AWARDS MADE UNDER THE DEFERRED SHARE BONUS PLAN

 

On 8 March 2024, the following awards of US$0.20 ordinary shares (the "Shares") in Smith & Nephew plc (the "Company") were granted under the Company's Deferred Share Bonus Plan. The awards have been made in London and are based on the closing Share price on the London Stock Exchange on 7 March 2024 of £10.875.

 

A portion (50%) of the annual bonus earned by the following Executive Directors for performance during the year to 31 December 2023 has been deferred into share awards. The awards will normally vest on 8 March 2027 (subject to continued achievement of objectives and employment). The Executive Directors will be required to hold the shares (after tax) for a further period of two years to 8 March 2029. The Executive Directors will receive an additional number of shares equivalent to the amount of dividend payable per vested share during the relevant vesting period.

 

The following relates to individuals included in the below notification:

 

Reason for the notification

Initial notification /Amendment

Initial notification

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 financial instrument, type of instrument

 

Smith & Nephew plc Ordinary Shares of USD 0.20 each

 

Identification code

ISIN: GB0009223206

Nature of the transaction

Awards granted on 8 March 2024 under the Smith & Nephew plc Deferred Share Bonus Plan.

Date of Transaction

2024 - 03 - 08

Place of Transaction

Grant took place outside a trading venue

 

Name

(Position)

Status

Price (s)

Volume(s)

Aggregated information

Deepak Nath

(Chief Executive Officer)

Director

£10.875

72,005

N/A Single Transaction

Anne-Françoise Nesmes

(Chief Executive Officer)

Director

£10.875

37,368

N/A Single Transaction

 

 

 

2.   AWARDS MADE UNDER THE GLOBAL SHARE PLAN 2020

 

On 8 March 2024, 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 7 March 2024 of £10.875.

 

i.          DEFERRED BONUS PLAN AWARDS GRANTED UNDER THE SMITH & NEPHEW GLOBAL SHARE PLAN 2020:

 

A portion of the annual bonus earned by the following PDMRs for performance during the year to 31 December 2023 has been deferred into share awards. These awards will normally vest in equal annual tranches over three years following the award date, subject to continued achievement of objectives and employment. In the event that objectives are not met in any of the three years, the portion of shares due to vest on the following anniversary will lapse. PDMRs will receive an additional number of shares equivalent to the amount of dividend payable per vested share during the relevant vesting period. 

 

The following relates to individuals included in the below notification:

 

Reason for the notification

Initial notification /Amendment

Initial notification

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 financial instrument, type of instrument

 

Smith & Nephew plc Ordinary Shares of USD 0.20 each

 

Identification code

ISIN: GB0009223206

Nature of the transaction

Deferred Bonus Plan awards granted on 8 March 2024 under the Smith & Nephew Global Share Plan 2020.

Date of Transaction

2024 - 03 - 08

Place of Transaction

Grant took place outside a trading venue

 

Name

(Position)

Status

Price (£)

Volume

Aggregated information

Helen Barraclough

(Group General Counsel and Company Secretary)

PDMR

£10.875

9,366

N/A Single Transaction

Paul Connolly

(President, Global Operations)

PDMR

£10.875

9,849

N/A Single Transaction

Phil Cowdy

(Chief Corporate Development and Corporate Affairs Officer)

PDMR

£10.875

10,093

N/A Single Transaction

Craig Gaffin

President, Global Orthopaedics

PDMR

£10.875

5,572

N/A Single Transaction

Rohit Kashyap

(President AWM and Global Commercial Operations)

PDMR

£10.875

11,031

N/A Single Transaction

Mizanu Kebede

(Chief Quality & Regulatory Affairs Officer)

PDMR

£10.875

11,327

N/A Single Transaction

Elga Lohler

(Chief HR Officer)

PDMR

£10.875

14,129

N/A Single Transaction

Vasant Padmanabhan

(President Research & Development ENT)

PDMR

£10.875

14,214

N/A Single Transaction

Alison Parkes

(Chief Compliance Officer)

PDMR

£10.875

5,474

N/A Single Transaction

Scott Schaffner

(President Sports Medicine)

PDMR

£10.875

17,652

N/A Single Transaction

 

ii.         PERFORMANCE SHARE PROGRAMME 2024 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 8 March 2027, subject to the achievement of the performance conditions which are measured over the period 1 January 2024 to 31 December 2026 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 twice 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 /Amendment

Initial notification

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 financial instrument, type of instrument

 

Smith & Nephew plc Ordinary Shares of USD 0.20 each

 

Identification code

ISIN: GB0009223206

Nature of the transaction

Performance Share Awards granted at target on 8 March 2024 under the Smith & Nephew Global Share Plan 2020.

Date of Transaction

2024 - 03 - 08

Place of Transaction

Grant took place outside a trading venue

 

 

Name

(Position)

Status

Price (£)

Volume

Aggregated information

Helen Barraclough

(Group General Counsel and Company Secretary)

PDMR

£10.875

35,803

N/A Single Transaction

Paul Connolly

(President, Global Operations)

PDMR

£10.875

43,926

N/A Single Transaction

Phil Cowdy

(Chief Corporate Development and Corporate Affairs Officer)

PDMR

£10.875

38,581

N/A Single Transaction

Craig Gaffin

President, Global Orthopaedics

PDMR

£10.875

70,920

N/A Single Transaction

Rohit Kashyap

(President AWM and Global Commercial Operations)

PDMR

£10.875

98,357

N/A Single Transaction

Mizanu Kebede

(Chief Quality & Regulatory Affairs Officer)

PDMR

£10.875

45,088

N/A Single Transaction

Elga Lohler

(Chief HR Officer)

PDMR

£10.875

56,239

N/A Single Transaction

Deepak Nath

(Chief Executive Officer)

PDMR

£10.875

151,365

N/A Single Transaction

Vasant Padmanabhan

(President Research & Development ENT)

PDMR

£10.875

56,577

N/A Single Transaction

Alison Parkes

(Chief Compliance Officer)

PDMR

£10.875

10,429

N/A Single Transaction

Scott Schaffner

(Global President Sports Medicine)

PDMR

£10.875

85,666

N/A Single Transaction

 

 

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 performance measures in the proportions shown:

 

-     Total Shareholder Return (TSR) - 30%;

-     Return on Invested Capital (ROIC) - 30%;

-     Global Revenue Growth - 30%; and

-     Environmental, Social and Governance (ESG) objectives - 10%.

 

The awards are subject to TSR as follows:

 


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 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 are subject to ROIC as follows:

 

Return on Invested Capital

Year ended 31 December 2026

Award vesting as a % of salary

Below 8.5%

Nil

8.5%

17.2%

9.0%

34.4%

10.5%

68.8%

 

Awards vest on a straight-line basis between these points.

 

The awards are subject to Revenue Growth as follows:

 

Revenue Growth

Three years ended 31 December 2026

Award vesting as a % of salary

Below Threshold

Nil

Threshold (-8% of target)

17.2%

Target - set by reference to our expectations

34.4%

Maximum or above (+8% of target)

68.8%

 

Awards vest on a straight-line basis between these points.

 

The awards are subject to ESG objectives which relate to the Group's strategic priorities in this area, with primary focus on carbon reductions and diversity measures.

 

Revenue Growth targets for the three years ending 31 December 2026 for these awards, even though now determined, will not be disclosed until the 2026 Annual Report, when the Remuneration Committee will discuss performance against the targets. 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.

 

 

 

Sarah Carne

Deputy Company Secretary

Smith & Nephew plc

 

Tel:  +44 (0)1923 477100

 

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