REG - GlaxoSmithKline PLC - Director/PDMR Shareholding

GSKAnnouncement

11/03/2019 18:25

RNS Number : 5173S
GlaxoSmithKline PLC
11 March 2019
 


                
GlaxoSmithKline plc (the 'Company')
 
2019 Performance Share Plan Award and 2019 Performance Measures
2019 Performance Share Plan Award
 
On 8 March 2019, the Company granted conditional share awards to Executive Directors and Persons Discharging Managerial Responsibilities ('PDMRs') under the GlaxoSmithKline 2017 Performance Share Plan ('the Plan'). The Plan was approved by shareholders on 4 May 2017, and allows a performance-related opportunity in the form of conditional awards to be granted to senior executives in the Group, including the Executive Directors and PDMRs.
 
Under the terms of the Plan, conditional awards are granted over a specific number of Ordinary Shares ('Ords') or American Depositary Shares ('ADS'), and the percentage of awards that ultimately vests is dependent on the level of achievement against performance targets set by the Remuneration Committee.
 
2019 Performance Measures
 
The performance condition information that follows applies to the 2019 Performance Share Plan Awards. 
 
The performance period for the awards is the three financial years from 1 January 2019 to 31 December 2021.  The awards are based on three equally weighted performance measures:
 




Performance Measure


Proportion of each award




Relative Total Shareholder Return (TSR)
 


1/3rd




Adjusted Free Cash Flow (AFCF)
 


1/3rd




Research & Development (R&D) New Product performance
 


1/3rd




 
Relative TSR measure
 
This measure compares the TSR of the Company's Ordinary Shares over the performance period with the TSR of the shares of nine (9) other global pharmaceutical companies (i.e. a comparator group of ten (10) companies including the Company). This TSR comparator group remains unchanged. The companies in the TSR comparator group are AstraZeneca, Bristol-Myers Squibb, Eli Lilly, Johnson & Johnson, Merck & Co, Novartis, Pfizer, Roche Holdings, Sanofi and GlaxoSmithKline.
 
The Relative TSR vesting schedule for the 2019 awards has been revised versus last year's award and is based on delivering 25% vesting for achieving median performance. In a group of 10 companies, the median (position 5.5) falls between two companies. The vesting schedule for the 2019 awards is as follows:




Ranking position


Vesting Schedule




1st, 2nd or 3rd


100%




4th


70%




5th


40%




Median (Threshold vesting)


25%




6th or below


0%




 
 
Adjusted Free Cash Flow measure
 
The use of cash flow as a performance measure is intended to recognise the importance of effective working capital management and of generating cash to fund the Group's operations, investments, and Ordinary dividends to shareholders.
 
Free cash flow represents the operating profit of the business adjusted for non-cash items after deducting the cost or benefit of working capital, capital expenditure, contingent consideration payments, net interest, dividends paid to non-controlling interests and taxation.
 
The adjustments to free cash flow, used to set the AFCF target for the purpose of this performance measure, include foreign exchange, legal, special pension contributions, and the impact of divestments and acquisitions.  The measure post-adjustment is the "adjusted free cash flow" target.
 
This element of the 2019 award will vest as follows:
 




Performance Level


Adjusted Free Cash Flow target


Proportion Vesting
 




Below threshold


< £11.74bn


0%




Threshold


£11.74bn


25%




 


£12.10bn


50%




 


£13.31bn


75%




Maximum


£13.91bn


100%




 
The proportions vesting between the above vesting levels will be calculated on a straight-line basis.
 
R&D New Product measure
 
Due to commercial sensitivity, the Remuneration Committee remains of the view that the R&D new product target cannot be published at the time of grant.  However, the target and vesting outcome will be disclosed in full at the end of the performance period. 
 
25% of this element will vest if the performance threshold level is attained, rising to 100% for stretching performance exceeding 122% of the set threshold.  Below the set threshold, none of this element will vest. 
 
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.   The Executive Directors or PDMRs in the transaction notifications below were each granted a conditional award under the terms of the GlaxoSmithKline 2017 Performance Share Plan.  Awards granted are of Ordinary Shares or ADS.
 
3.   Dividends will accrue on the conditional award of Ordinary Shares or ADS during the performance period, but will only vest to the extent that the awards themselves vest at the end of the performance period. These dividends are not included in the figures below.
 
4.   For Executive Directors, the award is subject to an additional vesting period of two years from the normal vesting date, i.e. five years in total.  During the additional vesting period, the relevant Ordinary Shares or ADS would only be forfeited in the event that the Executive Director was terminated for cause.  
 
 
 
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/
amendment


Initial Notification




2.


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor




a)


Name


GlaxoSmithKline 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 25 pence each ('Ordinary Shares')
 
ISIN: GB0009252882




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)


 




 


£15.124


404,592


 




 


 


 


 




d)


Aggregated information


n/a (single transaction)




Aggregated volume Price


 




e)


Date of the transaction


2019-03-08




f)


Place of the transaction
 


n/a




 
 
 
 
 
 




1.


Details of PDMR/person closely associated with them ('PCA')




a)


Name


Dr H Barron




b)


Position/status


Chief Scientific Officer and President, R&D




c)


Initial notification/
amendment


Initial Notification




2.


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor




a)


Name


GlaxoSmithKline 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


American Depositary Shares ('ADSs')
 
ISIN: US37733W1053
 




b)


Nature of the transaction


A conditional award of ADSs under the Company's 2017 Performance Share Plan.
 
 
 
 
 
 
 




c)


Price(s) and
volume(s)


 


Price(s)


Volume(s)


 




 


$40.12


217,161


 




 


 


 


 




d)


Aggregated information


n/a (single transaction)




Aggregated volume Price


 




e)


Date of the transaction


2019-03-08




f)


Place of the transaction
 


n/a




 
 
 
 




1.


Details of PDMR/person closely associated with them ('PCA')




a)


Name


Mr R Connor




b)


Position/status


President, Global Vaccines




c)


Initial notification/
amendment


Initial Notification




2.


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor




a)


Name


GlaxoSmithKline 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 25 pence each ('Ordinary Shares')
 
ISIN: GB0009252882
 




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)


 




 


£15.124


176,560


 




 


 


 


 




d)


Aggregated information


n/a (single transaction)




Aggregated volume Price


 




e)


Date of the transaction


2019-03-08




f)


Place of the transaction
 


n/a




 
 
 
 
 
 
 




1.


Details of PDMR/person closely associated with them ('PCA')




a)


Name


Mr J Ford




b)


Position/status


SVP & General Counsel




c)


Initial notification/
amendment


Initial Notification




2.


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor




a)


Name


GlaxoSmithKline 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


American Depositary Shares ('ADSs')
 
ISIN: US37733W1053
 




b)


Nature of the transaction


A conditional award of ADSs under the Company's 2017 Performance Share Plan.
 
 
 
 
 




c)


Price(s) and
volume(s)


 


Price(s)


Volume(s)


 




 


$40.12


68,693


 




 


 


 


 




d)


Aggregated information


n/a (single transaction)
 




Aggregated volume Price


 




e)


Date of the transaction


2019-03-08




f)


Place of the transaction
 


n/a




 
 
 
 
 
 
 




1.


Details of PDMR/person closely associated with them ('PCA')




a)


Name


Mr N Hirons




b)


Position/status


SVP, Global Ethics and Compliance




c)


Initial notification/
amendment


Initial Notification




2.


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor




a)


Name


GlaxoSmithKline 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 25 pence each ('Ordinary Shares')
 
ISIN: GB0009252882
 




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)


 




 


£15.124


56,479


 
 




 


 


 


 




d)


Aggregated information


n/a (single transaction)




Aggregated volume Price


 




e)


Date of the transaction


2019-03-08
 




f)


Place of the transaction
 


n/a




 
 
 
 
 
 




1.


Details of PDMR/person closely associated with them ('PCA')




a)


Name


Mr I Mackay




b)


Position/status


Chief Financial Officer Designate




c)


Initial notification/
amendment


Initial Notification




2.


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor




a)


Name


GlaxoSmithKline 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 25 pence each ('Ordinary Shares')
 
ISIN: GB0009252882
 




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)


 




 


£15.124


225,255


 




 


 


 


 




d)


Aggregated information


n/a (single transaction)




Aggregated volume Price


 




e)


Date of the transaction


2019-03-08




f)


Place of the transaction
 


n/a




 
 
 
 
 
 




1.


Details of PDMR/person closely associated with them ('PCA')




a)


Name


Mr B McNamara




b)


Position/status


CEO, GSK Consumer Healthcare




c)


Initial notification/
amendment


Initial Notification




2.


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor




a)


Name


GlaxoSmithKline 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


American Depositary Shares ('ADSs')
 
ISIN: US37733W1053
 




b)


Nature of the transaction


A conditional award of ADSs under the Company's 2017 Performance Share Plan.
 
 
 
 
 




c)


Price(s) and
volume(s)


 


Price(s)


Volume(s)


 




 


$40.12


99,202


 




 


 


 


 




d)


Aggregated information


n/a (single transaction)
 




Aggregated volume Price


 




e)


Date of the transaction


2019-03-08




f)


Place of the transaction
 


n/a




 
 
 




1.


Details of PDMR/person closely associated with them ('PCA')




a)


Name


Mr L Miels




b)


Position/status


President, Global Pharmaceuticals




c)


Initial notification/
amendment


Initial Notification




2.


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor




a)


Name


GlaxoSmithKline 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 25 pence each ('Ordinary Shares')
 
ISIN: GB0009252882
 




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)


 




 


£15.124


197,760


 




 


 


 


 




d)


Aggregated information


n/a (single transaction)




Aggregated volume Price


 




e)


Date of the transaction


2019-03-08




f)


Place of the transaction
 


n/a




 
 




1.


Details of PDMR/person closely associated with them ('PCA')




a)


Name


Mr D Redfern




b)


Position/status


Chief Strategy Officer




c)


Initial notification/
amendment


Initial Notification




2.


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor




a)


Name


GlaxoSmithKline 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 25 pence each ('Ordinary Shares')
 
ISIN: GB0009252882
 




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)


 




 


£15.124


162,978


 




 


 


 


 




d)


Aggregated information


n/a (single transaction)




Aggregated volume Price


 




e)


Date of the transaction


2019-03-08




f)


Place of the transaction
 


n/a




 
 




1.


Details of PDMR/person closely associated with them ('PCA')




a)


Name


Mr R Simard




b)


Position/status


President, Pharmaceuticals Supply Chain




c)


Initial notification/
amendment


Initial Notification




2.


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor




a)


Name


GlaxoSmithKline 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 25 pence each ('Ordinary Shares')
 
ISIN: GB0009252882
 




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)


 




 


£15.124


95,070


 




 


 


 


 




d)


Aggregated information


n/a (single transaction)




Aggregated volume Price


 




e)


Date of the transaction


2019-03-08




f)


Place of the transaction
 


n/a




 
 




1.


Details of PDMR/person closely associated with them ('PCA')




a)


Name


Ms K Terrell




b)


Position/status


Chief Digital & Technology Officer




c)


Initial notification/
amendment


Initial Notification




2.


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor




a)


Name


GlaxoSmithKline 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


American Depositary Shares ('ADSs')
 
ISIN: US37733W1053
 




b)


Nature of the transaction


A conditional award of ADSs under the Company's 2017 Performance Share Plan.
 
 
 
 
 




c)


Price(s) and
volume(s)


 


Price(s)


Volume(s)


 




 


$40.12


83,798


 




 


 


 


 




d)


Aggregated information


n/a (single transaction)
 




Aggregated volume Price


 




e)


Date of the transaction


2019-03-08




f)


Place of the transaction
 


n/a




 
 
 




1.


Details of PDMR/person closely associated with them ('PCA')




a)


Name


Mr P Thomson




b)


Position/status


President, Global Affairs




c)


Initial notification/
amendment


Initial Notification




2.


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor




a)


Name


GlaxoSmithKline 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 25 pence each ('Ordinary Shares')
 
ISIN: GB0009252882
 




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)


 




 


£15.124


74,433


 




 


 


 


 




d)


Aggregated information


n/a (single transaction)




Aggregated volume Price


 




e)


Date of the transaction


2019-03-08




f)


Place of the transaction
 


n/a




 
 
 
 
 




1.


Details of PDMR/person closely associated with them ('PCA')




a)


Name


Mrs V Whyte




b)


Position/status


Company Secretary




c)


Initial notification/
amendment


Initial Notification




2.


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor




a)


Name


GlaxoSmithKline 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 25 pence each ('Ordinary Shares')
 
ISIN: GB0009252882
 




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)


 




 


£15.124


11,800


 




 


 


 


 




d)


Aggregated information


n/a (single transaction)




Aggregated volume Price


 




e)


Date of the transaction


2019-03-08




f)


Place of the transaction
 


n/a




 




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