REG - Smith & Nephew Plc - Director/PDMR Shareholding

Smith & NephewAnnouncement

23/05/2022 16:45

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RNS Number : 4963M  Smith & Nephew Plc  23 May 2022

SMITH & NEPHEW PLC

 

23 May 2022

 

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.

 

On 20 May 2022 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 19 May 2022
of £12.58.

 

1.    PERFORMANCE SHARE PROGRAMME 2022 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
20 May 2025 for the Executive Directors and 9 March 2025 for the other
participants, subject to the achievement of the performance conditions which
are measured over the period 1 January 2022 to 31 December 2024 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 2x 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 20 May 2022 under the Smith
                                                              & Nephew Global Share Plan 2020.
 Date of Transaction                                          2022 - 05 - 20
 Place of Transaction                                         Grant took place outside a trading venue

 

 Name (Position)                                                          Director / PDMR  Price (£)   Volume   Aggregated information
 Helen Barraclough                                                        PDMR             12.58       29,904   N/A Single Transaction

 (Group General Counsel and Company Secretary)
 Bradley Cannon                                                           PDMR             12.58       97,099   N/A Single Transaction

 (President Orthopaedics, Sports Medicine & ENT and Americas)
 Peter Coenen                                                             PDMR             12.58       41,392   N/A Single Transaction

 (President EMEA Region)
 Paul Connolly                                                            PDMR             12.58       37,606   N/A Single Transaction

 (President Global Operations)
 Phil Cowdy                                                               PDMR             12.58       32,224   N/A Single Transaction

 (Chief Business Development & Corporate Affairs Officer)
 Myra Eskes                                                               PDMR             12.58       47,524   N/A Single Transaction

 (President APAC Region)
 Simon Fraser                                                             PDMR             12.58       77,969   N/A Single Transaction

 (President Advanced Wound Management and Global Commercial Operations)
 Mizanu Kebede                                                            PDMR             12.58       38,452   N/A Single Transaction

 (Chief Quality & Regulatory Affairs Officer)
 Elga Lohler                                                              PDMR             12.58       47,057   N/A Single Transaction

 (Chief HR Officer)
 Deepak Nath                                                              Executive        12.58       129,711  N/A Single Transaction

 (Chief Executive Officer)                                                Director
 Anne-Françoise Nesmes                                                    Executive        12.58       67,324   N/A Single Transaction

 (Chief Financial Officer)                                                Director
 Vasant Padmanabhan                                                       PDMR             12.58       45,776   N/A Single Transaction

 (President Research & Development)
 Alison Parkes                                                            PDMR             12.58       8,403    N/A Single Transaction

 (Chief Compliance Officer)

 

As explained on page 127 of the 2021 Annual Report 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 equally
weighted performance measures: Total Shareholder Return (TSR), Return on
Invested Capital (ROIC), Global Revenue Growth and Cumulative Free Cash Flow.
Page 127 of the 2021 Annual Report explains how TSR will be measured and
defines the calculation of ROIC with reference to the methodology on page 126.

 

The awards subject to TSR will vest as follows. The two equally weighted peer
groups are defined on page 127 of the 2021 Annual Report.

 

                     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 will 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 subject to ROIC will vest as follows:

 

 Return on Invested Capital    Award vesting as a % of salary

 Year ended 31 December 2024
 Below 8.0%                    Nil
 8.0%                          17.2%
 9.0%                          34.4%
 10.5%                         68.8%

 

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

 

The awards subject to Revenue Growth will vest as follows:

 

 Revenue Growth                                 Award vesting as a % of salary

 Three years ended 31 December 2024
 Below Threshold                                Nil
 Threshold (-5% of target)                      17.2%
 Target - set by reference to our expectations  34.4%
 Maximum or above (+5% of target)               68.8%

 

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

 

Revenue Growth targets for the three years ended 31 December 2024 for these
awards, even though now determined, will not be disclosed until the 2024
Annual Report, when the Remuneration Committee will discuss performance
against the target. 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.

 

The awards subject to Cumulative Free Cash Flow will vest as follows:

 

 Cumulative Free Cash Flow            Award vesting as % of salary

 Three years ended 31 December 2024
 Below $1,535m                        Nil
 $1,535m                              17.2%
 $1,913m                              34.4%
 $2,104m                              68.8%

 

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

 

Sarah Carne

Deputy Company Secretary

Smith & Nephew plc

 

Tel:  +44 (0)1923 477100

 

 

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