REG - Smith & Nephew Plc - Director/PDMR Shareholding

Smith & NephewAnnouncement

11/03/2024 18:30

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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                        Status    Price (s)  Volume(s)  Aggregated information

 (Position)
 Deepak Nath                 Director  £10.875    72,005     N/A Single Transaction

 (Chief Executive Officer)
 Anne-Françoise Nesmes       Director  £10.875    37,368     N/A Single Transaction

 (Chief Executive Officer)

 

 

 

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                                                          Status  Price (£)   Volume  Aggregated information

 (Position)
 Helen Barraclough                                             PDMR    £10.875     9,366   N/A Single Transaction

 (Group General Counsel and Company Secretary)
 Paul Connolly                                                 PDMR    £10.875     9,849   N/A Single Transaction

 (President, Global Operations)
 Phil Cowdy                                                    PDMR    £10.875     10,093  N/A Single Transaction

 (Chief Corporate Development and Corporate Affairs Officer)
 Craig Gaffin                                                  PDMR    £10.875     5,572   N/A Single Transaction

 President, Global Orthopaedics
 Rohit Kashyap                                                 PDMR    £10.875     11,031  N/A Single Transaction

 (President AWM and Global Commercial Operations)
 Mizanu Kebede                                                 PDMR    £10.875     11,327  N/A Single Transaction

 (Chief Quality & Regulatory Affairs Officer)
 Elga Lohler                                                   PDMR    £10.875     14,129  N/A Single Transaction

 (Chief HR Officer)
 Vasant Padmanabhan                                            PDMR    £10.875     14,214  N/A Single Transaction

 (President Research & Development ENT)
 Alison Parkes                                                 PDMR    £10.875     5,474   N/A Single Transaction

 (Chief Compliance Officer)
 Scott Schaffner                                               PDMR    £10.875     17,652  N/A Single Transaction

 (President Sports Medicine)

 

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                                                          Status  Price (£)   Volume   Aggregated information

 (Position)
 Helen Barraclough                                             PDMR    £10.875     35,803   N/A Single Transaction

 (Group General Counsel and Company Secretary)
 Paul Connolly                                                 PDMR    £10.875     43,926   N/A Single Transaction

 (President, Global Operations)
 Phil Cowdy                                                    PDMR    £10.875     38,581   N/A Single Transaction

 (Chief Corporate Development and Corporate Affairs Officer)
 Craig Gaffin                                                  PDMR    £10.875     70,920   N/A Single Transaction

 President, Global Orthopaedics
 Rohit Kashyap                                                 PDMR    £10.875     98,357   N/A Single Transaction

 (President AWM and Global Commercial Operations)
 Mizanu Kebede                                                 PDMR    £10.875     45,088   N/A Single Transaction

 (Chief Quality & Regulatory Affairs Officer)
 Elga Lohler                                                   PDMR    £10.875     56,239   N/A Single Transaction

 (Chief HR Officer)
 Deepak Nath                                                   PDMR    £10.875     151,365  N/A Single Transaction

 (Chief Executive Officer)
 Vasant Padmanabhan                                            PDMR    £10.875     56,577   N/A Single Transaction

 (President Research & Development ENT)
 Alison Parkes                                                 PDMR    £10.875     10,429   N/A Single Transaction

 (Chief Compliance Officer)
 Scott Schaffner                                               PDMR    £10.875     85,666   N/A Single Transaction

 (Global President Sports Medicine)

 

 

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    Award vesting as a % of salary

 Year ended 31 December 2026
 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                                 Award vesting as a % of salary

 Three years ended 31 December 2026
 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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