REG - Smith & Nephew Plc - Director/PDMR Shareholding
27/03/2025 09:15
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250327:nRSa4963Ca&default-theme=true
RNS Number : 4963C Smith & Nephew Plc 27 March 2025
SMITH & NEPHEW PLC
27 March 2025
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
This announcement is made in accordance with the UK Market Abuse Regulation
(Regulation (EU) 596/2014, as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018).
1. AWARD MADE UNDER THE SMITH & NEPHEW PLC DEFERRED SHARE BONUS PLAN
On 26 March 2025, 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
the number of Shares awarded has been calculated using a market price of
£11.575 per Share, being the average of the quoted closing prices of a Share
for the ten (10) dealing days immediately following the announcement of the
Company's full year 2024 results on 25 February 2025.
A portion (50%) of the annual bonus earned by the following Executive
Directors for performance during the year to 31 December 2024 has been
deferred into share awards. The awards will normally vest on 26 March 2028.
The Executive Directors will be required to hold the shares (after tax) for a
further period of two years to 26 March 2030. 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.
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 26 March 2025 under the Smith & Nephew plc Deferred
Share Bonus Plan.
Date of Transaction 2025 - 03 - 26
Place of Transaction Grant took place outside a trading venue
Name Status Price (s) Volume(s) Aggregated information
(Position)
Deepak Nath Director £11.575 68,730 N/A Single Transaction
(Chief Executive Officer)
John Rogers Director £11.575 40,900 N/A Single Transaction
(Chief Financial Officer)
2. AWARDS MADE UNDER THE GLOBAL SHARE PLAN 2020
On 26 March 2025, 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 the number of Shares awarded has been calculated using a market price of
£11.575 per Share, being the average of the quoted closing prices of a Share
for the ten (10) dealing days immediately following the announcement of the
Company's full year 2024 results on 25 February 2025.
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 2024 has been deferred into share awards. These
awards will normally vest in equal annual tranches over three years following
the award date. PDMRs will receive an additional number of shares equivalent
to the amount of dividend payable per vested share during the relevant vesting
period.
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 26 March 2025 under the Smith &
Nephew Global Share Plan 2020.
Date of Transaction 2025 - 03 - 26
Place of Transaction Grant took place outside a trading venue
Name Status Price (£) Volume Aggregated information
(Position)
Helen Barraclough PDMR £11.575 11,035 N/A Single Transaction
(Group General Counsel and Company Secretary)
Paul Connolly PDMR £11.575 10,745 N/A Single Transaction
(President, Global Operations)
Phil Cowdy PDMR £11.575 11,093 N/A Single Transaction
(Chief Corporate Development and Corporate Affairs Officer)
Craig Gaffin PDMR £11.575 8,154 N/A Single Transaction
(President, Global Orthopaedics)
Rohit Kashyap PDMR £11.575 17,138 N/A Single Transaction
(President AWM and Global Commercial Operations)
Mizanu Kebede PDMR £11.575 11,642 N/A Single Transaction
(Chief Quality & Regulatory Affairs Officer)
Elga Lohler PDMR £11.575 15,518 N/A Single Transaction
(Chief HR Officer)
Vasant Padmanabhan PDMR £11.575 15,339 N/A Single Transaction
(President Research & Development ENT)
Alison Parkes PDMR £11.575 7,583 N/A Single Transaction
(Chief Compliance Officer)
Scott Schaffner PDMR £11.575 20,329 N/A Single Transaction
(President Sports Medicine)
ii. PERFORMANCE SHARE PROGRAMME 2025 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
26 March 2028, subject to the achievement of the performance conditions which
are measured over the period 1 January 2025 to 31 December 2027 as set out
below.
The number of shares subject to the above awards are shown at maximum vesting.
Should less than maximum vesting be achieved, participants will receive a
reduced number of shares in accordance with actual performance. Participants
will receive an additional number of shares equivalent to the amount of
dividend payable per vested share during the relevant performance period.
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 26 March 2025 under the Smith
& Nephew Global Share Plan 2020.
Date of Transaction 2025 - 03 - 26
Place of Transaction Grant took place outside a trading venue
Name Status Price (£) Volume Aggregated information
(Position)
Deepak Nath PDMR £11.575 318,730 N/A Single Transaction
(Chief Executive Officer)
John Rogers PDMR £11.575 172,246 N/A Single Transaction
(Chief Financial Officer)
Helen Barraclough PDMR £11.575 59,092 N/A Single Transaction
(Group General Counsel and Company Secretary)
Paul Connolly PDMR £11.575 57,534 N/A Single Transaction
(President, Global Operations)
Craig Gaffin PDMR £11.575 101,890 N/A Single Transaction
(President, Global Orthopaedics)
Rohit Kashyap PDMR £11.575 125,128 N/A Single Transaction
(President AWM and Global Commercial Operations)
Mizanu Kebede PDMR £11.575 60,202 N/A Single Transaction
(Chief Quality & Regulatory Affairs Officer)
Elga Lohler PDMR £11.575 75,092 N/A Single Transaction
(Chief HR Officer)
Vasant Padmanabhan PDMR £11.575 79,320 N/A Single Transaction
(President Research & Development ENT)
Alison Parkes PDMR £11.575 20,734 N/A Single Transaction
(Chief Compliance Officer)
Scott Schaffner PDMR £11.575 119,524 N/A Single Transaction
(Global President Sports Medicine)
The performance conditions applying to the above awards have been determined
by the Remuneration Committee:
Adjusted Earnings per Share (EPSA) (30% weighting)
EPSA is considered a simple and clear measure of absolute growth in line with
our business strategy. The target that applies to the 2025-2027 award is:
EPSA CAGR
Below Threshold Nil
Threshold 8%
Target 10.5%
Maximum 13%
Awards vest on a straight-line basis between threshold and target and between
target and maximum.
Relative Total Shareholder Return (TSR) (30% weighting)
TSR is considered a simple and clear performance measure relative to a
comparator group. For the 2025-2027 award, TSR performance will be measured
relative to two equally weighted comparator groups, which are the same as
those adopted for the 2024-2026 PSP award granted in 2024.
Index Weighting Threshold Maximum
FTSE 100 Peer Group 50% Equal to Index 8% above Index
MedTech Peer Group 50% Equal to Index 8% above Index
Awards vest on a straight-line basis between these points.
Return on Invested Capital (ROIC) (30% weighting)
ROIC aligns with our focus to ensure we return value on investments for our
shareholders. The targets that apply to the 2025-2027 PSP aware are:
Threshold Target Maximum
ROIC 9% 10% 11%
Vesting 25% 50% 100%
Awards vest on a straight-line basis between threshold and target and between
target and maximum.
Strategic objective (10% weighting)
The strategic objective consists of metrics related to our ESG and
sustainability framework, namely a reduction in our environmental impact
(Scope 1 and 2 Greenhouse Gas emissions relative to a 2019 baseline). The
target that applies to the 2025-2027 award is:
Threshold Target Maximum
Scope 1 and Scope 2 GHG 72% 74% 76%
Vesting 25% 50% 100%
3. AWARDS MADE UNDER THE RESTRICTED SHARE PLAN 2024
On 26 March 2025, the following awards of US$0.20 ordinary shares (the
"Shares") in Smith & Nephew plc (the "Company") were granted under the
Smith & Nephew Restricted Share Plan 2024. The awards have been made in
London and the number of Shares awarded has been calculated using a market
price of £11.575 per Share, being the average of the quoted closing prices of
a Share for the ten (10) dealing days immediately following the announcement
of the Company's full year 2024 results on 25 February 2025.
The awards will normally vest in equal annual tranches over three years
following the award date. In addition, Deepak Nath's award is subject to a
reasonable judgement underpin. If the Remuneration Committee is not satisfied
that the underpin has been met, the Committee may scale back the vesting
(including to zero). In assessing the underpin, the Committee will consider a
review of overall financial performance over the vesting period, whether there
have been any sanctions or fines issued by a regulatory authority, whether
there have been any material environmental, social or governance issues,
whether a major safety incident has occurred and whether there has been
material damage to the reputation of the Company.
Participants will receive an additional number of shares equivalent to the
amount of dividend payable per vested share during the relevant vesting
period.
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 Restricted Share awards granted on 26 March 2025 under the Smith & Nephew
Restricted Share Plan 2024.
Date of Transaction 2025 - 03 - 26
Place of Transaction Grant took place outside a trading venue
Name Status Price (£) Volume Aggregated information
(Position)
Deepak Nath PDMR £11.575 132,804 N/A Single Transaction
(Chief Executive Officer)
Helen Barraclough PDMR £11.575 23,326 N/A Single Transaction
(Group General Counsel and Company Secretary)
Paul Connolly PDMR £11.575 22,711 N/A Single Transaction
(President, Global Operations)
Craig Gaffin PDMR £11.575 38,648 N/A Single Transaction
(President, Global Orthopaedics)
Rohit Kashyap PDMR £11.575 47,463 N/A Single Transaction
(President AWM and Global Commercial Operations)
Mizanu Kebede PDMR £11.575 23,764 N/A Single Transaction
(Chief Quality & Regulatory Affairs Officer)
Elga Lohler PDMR £11.575 38,534 N/A Single Transaction
(Chief HR Officer)
Vasant Padmanabhan PDMR £11.575 31,311 N/A Single Transaction
(President Research & Development ENT)
Alison Parkes PDMR £11.575 10,107 N/A Single Transaction
(Chief Compliance Officer)
Scott Schaffner PDMR £11.575 45,337 N/A Single Transaction
(President Sports Medicine)
Philip Horner
Deputy Company Secretary
Smith & Nephew plc
Tel: +44 (0)1923 477100
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END DSHFIFLAVLIDFIERecent news on Smith & Nephew
See all newsREG - Smith & Nephew Plc - Total Voting Rights
AnnouncementREG - Smith & Nephew Plc - Result of AGM
AnnouncementREG - Smith & Nephew Plc - Smith+Nephew First Quarter 2025 Trading Update
AnnouncementREG - Smith & Nephew Plc - Holding(s) in Company
AnnouncementREG - Smith & Nephew Plc - Directorate Change
Announcement