REG - GSK PLC - Director/PDMR Shareholding

GSKAnnouncement

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RNS Number : 9620H  GSK PLC  08 May 2025

GSK plc (the 'Company')

 

2025 Performance Share Plan Top-Up Award

On 7 May 2025, following the Company's Annual General Meeting and shareholder
approval of the 2025 Remuneration Policy, the Remuneration Committee granted a
"top-up" conditional share award to Emma Walmsley, the Chief Executive Officer
(CEO) under the GlaxoSmithKline 2017 Performance Share Plan (the 'Plan').

 

The top-up award, equivalent to 150% of the CEO's base salary, increases her
2025 Plan award level from 575% of her base salary (awarded on 17 February
2025) to 725% of her base salary.

 

This is in accordance with the implementation arrangements for the 2025
Remuneration Policy as disclosed in the implementation section of the
Remuneration Report in the Company's 2024 Annual Report.

 

Under the terms of the Plan, conditional awards are granted over a specific
number of Ordinary Shares and the percentage of awards that ultimately vests
is dependent on the level of achievement by management against the performance
targets set by the Remuneration Committee.

 

The price used to determine the number of Ordinary Shares in the top-up award
was £14.35, being the closing share price on 14 February 2025, which was the
trading day immediately preceding the February 2025 Plan award.

 

 

Confirmation of Performance Measures

 

Following approval of the 2025 Remuneration Policy on 7 May 2025, the 2025
Award performance measures are confirmed as those set out on page 164 of the
Company's 2024 Annual Report.

 

These measures apply to the original award, made on 17 February 2025 (as
announced on 20 February 2025)(1), and to this "top-up award". The performance
period for this award is the same three financial years from 1 January 2025 to
31 December 2027.

 

The awards are based on the following four measures:

 

 Performance Measure                           Proportion of

                                               each award
 Total sales and Core operating profit growth  35%

 Pipeline Sustainability                       17.5%

 Responsible Business: Composite scorecard     7.5%

 Relative Total Shareholder Return (TSR)       40%

 

Total sales and Core operating profit growth

 

These targets were set following the Board's annual planning process and
consideration of analysts' consensus to ensure that they are sufficiently
stretching and support the Committee's aim to incentivise and reward over
performance.

 

                  Performance vs Target  Proportion Vesting

 Below threshold  < 99% of Target        Nil
 Threshold        99% of Target          20%: CEO
 Target           100% of Target         50%
                  103% of Target         75%
 Maximum          105% of Target         100%

 

 

 

Pipeline Sustainability

 

 

The PSP measure focuses on GSK's replenishment of the pipeline and longer-term
pipeline performance. For inclusion, a Programme must be either a New
Molecular Entity (NME), or a new indication which adds £0.5 billion to Peak
Year Sales. Programmes approved and launched during the three-year window will
contribute to the total number of assets and to the sales contribution. It is
based on a matrixed assessment of:

 

- Pipeline sales contribution to GSK's long range forecast (LRF) outlook. The
target and vesting will each be based on 10 year net risk adjusted sales
forecast i.e. the 2025-2027 target being based on the 2034 LRF and vesting
being based on the 2037 LRF; and,

 

- the Number of Programmes in Phase 2 and 3 and Registration and Approval.

 

This element of the PSP will only vest, either in full or in part, if at the
time of vesting the most recently governed and published 2031 Sales outlook
remains at least £40 billion(2). At the end of the period a list of the
Programmes added or removed during the period will be disclosed. However, the
pipeline sales contributions in the 2034 and 2037 LRFs and the assessment
matrix will not be disclosed, as they are commercially sensitive. For the
achievement of Threshold performance for both the Pipeline Sales contribution
and the number of Programmes, the vesting proportion shall be 20% for the CEO.

 

Responsible Business: Composite scorecard

 

The Composite scorecard focuses on all the Responsible Business metrics within
the Responsible Business Performance Rating. The rating is reported on in
detail in each year's Annual Report with the scorecard providing a balanced
assessment of performance against all our Responsible Business priorities.

 

Performance will be calculated by aggregating the annual performance across
all the individual annual metrics within the rating for the 3 years of the PSP
performance period.

 

 Performance                                                                      Vesting Schedule
 70% or more of all metrics are on track                                          100%
 60% of all metrics are on track                                                  75%
 50% of all metrics are on track                                                  50%
 Less than 50% of all metrics are on track, but progress is being made because    20%: CEO
 at least 50% are either on track, or on track with work to do (the 'threshold'

 vesting level)
 Less than 50% of all metrics are either on track or on track with work to do,    Nil
 the rest (i.e. more than 50%) are off track

 

Relative TSR

 

Performance against our new size-adjusted global biopharma peer group of 13
companies (as set out on page 168 of the Company's 2024 Annual Report) will be
assessed using a percentile vesting approach. This compares GSK's actual TSR
performance with that of our peers.

 

Threshold is at median performance. Maximum performance will require upper
quintile performance for 100% vesting. Vesting levels between median and upper
quintile are determined on the basis of a straight-line interpolation.

 

 TSR Performance                    Vesting Schedule
 Above upper quintile               100%
 Upper quintile                     100%
 Between median and upper quintile  Straight-line interpolation
 Median (threshold vesting)         20%: CEO

 Below median of peer group         Nil

 

(1) GSK plc RNS - 20 February 2025
(https://otp.tools.investis.com/clients/uk/gsk/rns/regulatory-story.aspx?cid=410&newsid=1911153)

 

(2) See assumptions and basis of preparation related to 2025 guidance, 2021-26
and 2031 Outlooks on the inside back cover of the Company's 2024 Annual Report
and GSK's cautionary statement below.

 

Notes

 

1.   To the extent that each element of a conditional award does not vest at
the end of the three-year performance period, it will lapse.

 

2.   Dividends will accrue on the conditional award of Ordinary Shares
during the performance period but will only vest to the extent that the award
itself vests at the end of the performance period. These dividends are not
included in the figures below.

 

3.   The award is subject to an additional vesting period of two years (the
'Holding Period') from the normal vesting date, i.e. five years in
total. During the additional Holding Period, the relevant Ordinary Shares
would only be forfeited in the event that the CEO was terminated for cause,
and the Ordinary Shares will continue to carry rights to dividend equivalents.
 

 

Cautionary statement regarding forward-looking statements

GSK cautions investors that any forward-looking statements or projections made
by GSK, including those made in this announcement, are subject to risks and
uncertainties that may cause actual results to differ materially from those
projected. Such factors include, but are not limited to, those described in
the "Risk Factors" section in GSK's Annual Report on Form 20-F for 2024, and
GSK's Q1 Results for 2025.

 

 

Transaction notification

 1.  Details of PDMR/person closely associated with them ('PCA')
 a)  Name                                     Ms E Walmsley
 b)  Position/status                          Chief Executive Officer
 c)  Initial notification/                    Initial notification

     amendment
 2.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                     GSK plc
 b)  LEI                                      5493000HZTVUYLO1D793
 3.  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 transaction(s) has been conducted
 a)  Description of the financial instrument  Ordinary shares of 31 ¼ pence each ('Ordinary Shares')

                                              ISIN: GB00BN7SWP63
 b)  Nature of the transaction                A conditional award of Ordinary Shares under the Company's 2017 Performance
                                              Share Plan.
 c)  Price(s) and volume(s)                                        Price(s)             Volume(s)
                                                                   £14.35               149,560

                                                                   .

 d)  Aggregated information                   N/A (single transaction)

     Aggregated volume Price
 e)  Date of the transaction                  2025-05-07
 f)  Place of the transaction                 N/A

 

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