REG - Smith & Nephew Plc - Director/PDMR Shareholding
13/03/2023 13:45
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RNS Number : 7852S Smith & Nephew Plc 13 March 2023
SMITH & NEPHEW PLC
13 March 2023
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. VESTING OF SHARE AWARDS UNDER THE GLOBAL SHARE PLAN 2010 AND 2020
On 9 March 2023, the following awards of US$0.20 ordinary shares (the
"Shares") in Smith & Nephew plc (the "Company") vested under the Smith
& Nephew Global Share Plan 2010 and 2020.
i. FINAL VESTING ON 9 MARCH 2023 OF 2020 EQUITY INCENTIVE PROGRAMME
AWARDS MADE UNDER THE GLOBAL SHARE PLAN 2010:
The awards were granted under the Global Share Plan 2010 on 9 March 2020. One
third of the Shares vested on 9 March 2021, a further third vested on 9 March
2022 and the final third vested on 9 March 2023. A number of Shares were sold
to cover taxation obligations arising on the vesting of the awards. The number
of Shares acquired includes the dividend equivalent Shares which participants
receive on vested Shares.
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 Final vesting of Equity Incentive Programme awards granted on 9 March 2020
under the Smith & Nephew Global Share Plan 2010.
Date of Transaction 2023 - 03 - 09
Place of Transaction London Stock Exchange (XLON)
Name Price (£) Volume Aggregated information Total Ordinary Share Holding following the transaction * Total Ordinary Share Holding as a % of the Company's ISC following the
transaction *
(Position) Status
Helen Barraclough PDMR 12.161358 2,431 (of which 1,147 were sold and 1,284 retained) N/A Single Transaction 24,788.24771 ordinary shares 0.00282%
(Group General Counsel and Company Secretary)
Bradley Cannon PDMR 12.161358 5,852 (of which 1,978 were sold and 3,874 retained) N/A Single Transaction 105,081.37494 ordinary shares 0.01197%
(President, Orthopaedics & Americas)
Phil Cowdy PDMR 12.161358 3,916 (of which 1,847 were sold and 2,069 retained) N/A Single Transaction 49,202.99309 ordinary shares 0.00561%
(Chief Corporate Development and Corporate Affairs Officer)
Myra Eskes PDMR 12.161358 3,053 (of which 0 were sold and 3,053 retained) N/A Single Transaction 30,586.36775 ordinary shares 0.00348%
(President APAC and Global Service)
Simon Fraser PDMR 12.161358 3,894 (of which 1,159 were sold and 2,735 retained) N/A Single Transaction 30,486.86880 ordinary shares 0.00347%
(President, AWM and Global Commercial Operations)
Elga Lohler PDMR 12.161358 5,230 (of which 2,065 were sold and 3,165 retained) N/A Single Transaction 127,175.00000 ordinary shares 0.01449%
(Chief HR Officer)
Vasant Padmanabhan PDMR 12.161358 5,065 (of which 1,982 were sold and 3,083 retained) N/A Single Transaction 84,289.00000 ordinary shares 0.00960%
(President Research & Development and ENT)
Scott Schaffner PDMR 12.161358 3,118 (of which 928 were sold and 2,190 retained) N/A Single Transaction 60,629.43173 ordinary shares 0.00691%
(Executive Vice President and General Manager Sports Medicine)
* including those held by Persons Closely Associated with the Director/PDMR.
All figures in these columns are stated to 5 decimal places where applicable.
ii. PARTIAL VESTING ON 9 MARCH 2023 OF 2021 EQUITY INCENTIVE PROGRAMME
AWARDS MADE UNDER THE GLOBAL SHARE PLAN 2020:
The awards were granted under the Global Share Plan 2020 on 9 March 2021. One
third of the Shares vested on 9 March 2022, a further third vested on 9 March
2023 and the final third will vest on 9 March 2024. A number of Shares were
sold to cover taxation obligations arising on the vesting of the awards. The
number of Shares acquired includes the dividend equivalent Shares which
participants receive on vested Shares.
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 Partial vesting of Equity Incentive Programme awards granted on 9 March 2021
under the Smith & Nephew Global Share Plan 2020.
Date of Transaction 2023 - 03 - 09
Place of Transaction London Stock Exchange (XLON)
Name Price (£) Volume Aggregated information Total Ordinary Share Holding following the transaction * Total Ordinary Share Holding as a % of the Company's ISC following the
transaction *
(Position) Status
Helen Barraclough PDMR 12.161358 3,006 (of which 1,418 were sold and 1,588 retained) N/A Single Transaction 26,376.24771 ordinary shares 0.00301%
(Group General Counsel and Company Secretary)
Bradley Cannon PDMR 12.161358 6,860 (of which 2,317 were sold and 4,543 retained) N/A Single Transaction 109,624.37494 ordinary shares 0.01249%
(President, Orthopaedics & Americas)
Phil Cowdy PDMR 12.161358 5,501 (of which 2,595 were sold and 2,906 retained) N/A Single Transaction 52,108.99309 ordinary shares 0.00594%
(Chief Corporate Development and Corporate Affairs Officer)
Myra Eskes PDMR 12.161358 5,985 (of which 0 were sold and 5,985 retained) N/A Single Transaction 36,571.36775 ordinary shares 0.00417%
(President APAC and Global Service)
Simon Fraser PDMR 12.161358 4,973 (of which 1,480 were sold and 3,493 retained) N/A Single Transaction 33,979.86880 ordinary shares 0.00387%
(President, AWM and Global Commercial Operations)
Elga Lohler PDMR 12.161358 6,130 (of which 2,421 were sold and 3,709 retained) N/A Single Transaction 130,884.00000 ordinary shares 0.01491%
(Chief HR Officer)
Vasant Padmanabhan PDMR 12.161358 5,083 (of which 1,990 were sold and 3,093 retained) N/A Single Transaction 87,382.00000 ordinary shares 0.00996%
(President Research & Development and ENT)
Scott Schaffner PDMR 12.161358 3,452 (of which 1,027 were sold and 2,425 retained) N/A Single Transaction 63,054.43173 ordinary shares 0.00718%
(Executive Vice President and General Manager Sports Medicine)
* including those held by Persons Closely Associated with the Director/PDMR.
All figures in these columns are stated to 5 decimal places where applicable.
iii. PARTIAL VESTING ON 9 MARCH 2023 OF 2022 DEFERRED BONUS SHARE PLAN
AWARDS MADE UNDER THE GLOBAL SHARE PLAN 2020:
The awards were granted under the Global Share Plan 2020 on 9 March 2022. One
third of the Shares vested on 9 March 2023, a further third will vest on 9
March 2024 and the final third will vest on 9 March 2025. A number of Shares
were sold to cover taxation obligations arising on the vesting of the awards.
The number of Shares acquired includes the dividend equivalent Shares which
participants receive on vested Shares.
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 Partial vesting of Deferred Bonus Share Plan awards granted on 9 March 2022
under the Smith & Nephew Global Share Plan 2020.
Date of Transaction 2023 - 03 - 09
Place of Transaction London Stock Exchange (XLON)
Name Price (£) Volume Aggregated information Total Ordinary Share Holding following the transaction * Total Ordinary Share Holding as a % of the Company's ISC following the
transaction *
(Position) Status
Helen Barraclough PDMR 12.161358 1,717 (of which 810 were sold and 907 retained) N/A Single Transaction 27,283.24771 ordinary shares 0.00311%
(Group General Counsel and Company Secretary)
Bradley Cannon PDMR 12.161358 6,229 (of which 2,105 were sold and 4,124 retained) N/A Single Transaction 113,748.37494 ordinary shares 0.01296%
(President, Orthopaedics & Americas)
Phil Cowdy PDMR 12.161358 2,815 (of which 1,328 were sold and 1,487 retained) N/A Single Transaction 53,595.99309 ordinary shares 0.00611%
(Chief Corporate Development and Corporate Affairs Officer)
Myra Eskes PDMR 12.161358 4,058 (of which 0 were sold and 4,058 retained) N/A Single Transaction 40,629.36775 ordinary shares 0.00463%
(President APAC and Global Service)
Simon Fraser PDMR 12.161358 6,041 (of which 1,797 were sold and 4,244 retained) N/A Single Transaction 38,223.86880 ordinary shares 0.00436%
(President, AWM and Global Commercial Operations)
Mizanu Kebede PDMR 12.161358 712 (of which 269 were sold and 443 retained) N/A Single Transaction 5,476.65944 ordinary shares 0.00062%
(Chief Quality & Regulatory Officer)
Elga Lohler PDMR 12.161358 4,017 (of which 1,586 were sold and 2,431 retained) N/A Single Transaction 133,315.00000 ordinary shares 0.01519%
(Chief HR Officer)
Vasant Padmanabhan PDMR 12.161358 3,250 (of which 1,272 were sold and 1,978 retained) N/A Single Transaction 89,360.00000 ordinary shares 0.01018%
(President Research & Development and ENT)
Scott Schaffner PDMR 12.161358 2,361 (of which 703 were sold and 1,658 retained) N/A Single Transaction 64,712.43173 ordinary shares 0.00737%
(Executive Vice President and General Manager Sports Medicine)
* including those held by Persons Closely Associated with the Director/PDMR.
All figures in these columns are stated to 5 decimal places where applicable.
iv. FINAL VESTING ON 9 MARCH 2023 OF SUPPLEMENTARY AWARDS GRANTED UNDER THE
SMITH & NEPHEW GLOBAL SHARE PLAN 2020 FOR THE 2020 PERFORMANCE SHARE
PROGRAMME AWARDS:
The awards were granted under the Global Share Plan 2020 on 8 March 2021. A
number of Shares were sold to cover taxation obligations arising on the
vesting of the awards.
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 Final vesting on 9 March 2023 of Supplementary Awards granted under the Smith
& Nephew Global Share Plan 2020 for the 2020 Performance Share Programme
awards.
Date of Transaction 2023 - 03 - 09
Place of Transaction London Stock Exchange (XLON)
Name Price (£) Volume Aggregated information Total Ordinary Share Holding following the transaction * Total Ordinary Share Holding as a % of the Company's ISC following the
transaction *
(Position) Status
Helen Barraclough PDMR 12.161358 2,745 (of which 1,295 were sold and 1,450 retained) N/A Single Transaction 28,733.24771 ordinary shares 0.00327%
(Group General Counsel and Company Secretary)
Bradley Cannon PDMR 12.161358 7,406 (of which 2,503 were sold and 4,903 retained) N/A Single Transaction 118,651.37494 ordinary shares 0.01352%
(President, Orthopaedics & Americas)
Phil Cowdy PDMR 12.161358 4,965 (of which 2,342 were sold and 2,623 retained) N/A Single Transaction 56,218.99309 ordinary shares 0.00641%
(Chief Corporate Development and Corporate Affairs Officer)
Myra Eskes PDMR 12.161358 7,348 (of which 0 were sold and 7,348 retained) N/A Single Transaction 47,977.36775 ordinary shares 0.00547%
(President APAC and Global Service)
Simon Fraser PDMR 12.161358 6,407 (of which 1,907 were sold and 4,500 retained) N/A Single Transaction 42,723.86880 ordinary shares 0.00487%
(President, AWM and Global Commercial Operations)
Elga Lohler PDMR 12.161358 6,618 (of which 2,614 were sold and 4,004 retained) N/A Single Transaction 137,319.00000 ordinary shares 0.01565%
(Chief HR Officer)
Vasant Padmanabhan PDMR 12.161358 6,409 (of which 2,509 were sold and 3,900 retained) N/A Single Transaction 93,260.00000 ordinary shares 0.01063%
(President Research & Development and ENT)
Scott Schaffner PDMR 12.161358 3,731 (of which 1,111 were sold and 2,620 retained) N/A Single Transaction 67,332.43173 ordinary shares 0.00767 %
(Executive Vice President and General Manager Sports Medicine)
* including those held by Persons Closely Associated with the Director/PDMR.
All figures in these columns are stated to 5 decimal places where applicable.
v. FINAL VESTING ON 9 MARCH 2023 OF CONDITIONAL SHARE AWARDS MADE UNDER
THE GLOBAL SHARE PLAN 2010:
The awards were granted under the Global Share Plan 2010 on 9 March 2020. One
quarter of the shares vested on 9 March 2021, a further quarter vested on 9
March 2022 and the remainder vested on 9 March 2023. A number of Shares were
sold to cover taxation obligations arising on the vesting of the awards.
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 Final vesting of a Conditional Share Award granted on 9 March 2020 under the
Smith & Nephew Global Share Plan 2010.
Date of Transaction 2023 - 03 - 09
Place of Transaction London Stock Exchange (XLON)
Name Price (£) Volume Aggregated information Total Ordinary Share Holding following the transaction * Total Ordinary Share Holding as a % of the Company's ISC following the
transaction *
(Position) Status
Bradley Cannon PDMR 12.161358 13,091 (of which 4,423 were sold and 8,668 retained) N/A Single Transaction 127,319.37494 ordinary shares 0.01451%
(President, Orthopaedics & Americas)
Phil Cowdy PDMR 12.161358 9,208 (of which 4,343 were sold and 4,865 retained) N/A Single Transaction 61,083.99309 ordinary shares 0.00696%
(Chief Corporate Development and Corporate Affairs Officer)
Myra Eskes PDMR 12.161358 13,189 (of which 0 were sold and 13,189 retained) N/A Single Transaction 61,166.36775 ordinary shares 0.00697%
(President APAC and Global Service)
Simon Fraser PDMR 12.161358 11,218 (of which 3,338 were sold and 7,880 retained) N/A Single Transaction 50,603.86880 ordinary shares 0.00577%
(President, AWM and Global Commercial Operations)
Elga Lohler PDMR 12.161358 11,699 (of which 4,620 were sold and 7,079 retained) N/A Single Transaction 144,398.00000 ordinary shares 0.01645%
(Chief HR Officer)
Vasant Padmanabhan PDMR 12.161358 11,221 (of which 4,392 were sold and 6,829 retained) N/A Single Transaction 100,089.00000 ordinary shares 0.01140%
(President Research & Development and ENT)
* including those held by Persons Closely Associated with the Director/PDMR.
All figures in these columns are stated to 5 decimal places where applicable.
2. AWARDS MADE UNDER THE GLOBAL SHARE PLAN 2020
On 9 March 2023, 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 8
March 2023 of £12.09.
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 2022 has been deferred into a share award.
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. 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 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 9 March 2023 under the Smith &
Nephew Global Share Plan 2020.
Date of Transaction 2023 - 03 - 09
Place of Transaction Grant took place outside a trading venue
Name Status Price (£) Volume Aggregated information
(Position)
Helen Barraclough PDMR £12.09 5,004 N/A Single Transaction
(Group General Counsel and Company Secretary)
Bradley Cannon PDMR £12.09 8,226 N/A Single Transaction
(President, Orthopaedics & Americas)
Paul Connolly PDMR £12.09 5,670 N/A Single Transaction
(President, Global Operations)
Phil Cowdy PDMR £12.09 5,392 N/A Single Transaction
(Chief Corporate Development and Corporate Affairs Officer)
Myra Eskes PDMR £12.09 18,282 N/A Single Transaction
(President APAC and Global Service)
Mizanu Kebede PDMR £12.09 5,798 N/A Single Transaction
(Chief Quality & Regulatory Officer)
Elga Lohler PDMR £12.09 8,485 N/A Single Transaction
(Chief HR Officer)
Vasant Padmanabhan PDMR £12.09 6,902 N/A Single Transaction
(President Research & Development and ENT)
Alison Parkes PDMR £12.09 2,999 N/A Single Transaction
(Chief Compliance Officer)
Scott Schaffner PDMR £12.09 2,771 N/A Single Transaction
(Executive Vice President and General Manager Sports Medicine)
ii. PERFORMANCE SHARE PROGRAMME 2023 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 9
March 2026, subject to the achievement of the performance conditions which are
measured over the period 1 January 2023 to 31 December 2025 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 9 March 2023 under the Smith
& Nephew Global Share Plan 2020.
Date of Transaction 2023 - 03 - 09
Place of Transaction Grant took place outside a trading venue
Name (Position) Director / PDMR Price (£) Volume Aggregated information
Helen Barraclough PDMR £12.09 31,116 N/A Single Transaction
(Group General Counsel and Company Secretary)
Bradley Cannon PDMR £12.09 106,204 N/A Single Transaction
(President, Orthopaedics & Americas)
Paul Connolly PDMR £12.09 41,132 N/A Single Transaction
(President, Global Operations)
Phil Cowdy PDMR £12.09 33,530 N/A Single Transaction
(Chief Corporate Development and Corporate Affairs Officer)
Myra Eskes PDMR £12.09 53,129 N/A Single Transaction
(President APAC and Global Service)
Mizanu Kebede PDMR £12.09 42,058 N/A Single Transaction
(Chief Quality & Regulatory Officer)
Elga Lohler PDMR £12.09 51,469 N/A Single Transaction
(Chief HR Officer)
Deepak Nath Executive £12.09 141,874 N/A Single Transaction
(Chief Executive Officer) Director
Anne-Françoise Nesmes Executive £12.09 70,053 N/A Single Transaction
(Chief Financial Officer) Director
Vasant Padmanabhan PDMR £12.09 50,069 N/A Single Transaction
(President Research & Development and ENT)
Alison Parkes PDMR £12.09 9,191 N/A Single Transaction
(Chief Compliance Officer)
Scott Schaffner PDMR £12.09 73,676 N/A Single Transaction
(Executive Vice President and General Manager Sports Medicine)
As explained on page 138 of the 2022 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 138 of the 2022 Annual Report explains how TSR will be measured and
defines the calculation of ROIC with reference to the methodology on page 136.
The awards are subject to TSR as follows. Details of the two equally weighted
peer groups are defined on page 138 of the 2022 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 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 2025
Below 8.5% Nil
8.5% 17.2%
9.5% 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 2025
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 Cumulative Free Cash Flow as follows:
Cumulative Free Cash Flow Award vesting as a % of salary
Three years ended 31 December 2025
Below Threshold Nil
Threshold (-20% of target) 17.2%
Target - set by reference to our expectations 34.4%
Maximum or above (+10% of target) 68.8%
Awards vest on a straight-line basis between these points.
Revenue Growth and Cumulative Free Cash Flow targets for the three years ended
31 December 2025 for these awards, even though now determined, will not be
disclosed until the 2025 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.
3. AWARDS MADE UNDER THE DEFERRED SHARE BONUS PLAN
On 9 March 2023, the following awards of US$0.20 ordinary shares (the
"Shares") in Smith & Nephew plc (the "Company") were granted under the
Smith & Nephew 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 8 March 2023 of £12.09.
i. DEFERRED BONUS PLAN AWARDS GRANTED UNDER THE SMITH & NEPHEW DEFERRED
SHARE BONUS PLAN:
A portion of the annual bonus earned by the following Executive Directors for
performance during the year to 31 December 2022 has been deferred into a share
award. These awards will vest on 9 March 2026 for the Executive Directors,
subject to continued achievement of objectives and employment. The
participants will be required to hold the shares after tax, for a further
period of two years to 9 March 2028. 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 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 9 March 2023 under the Smith &
Nephew plc Deferred Share Bonus Plan.
Date of Transaction 2023 - 03 - 09
Place of Transaction Grant took place outside a trading venue
Name Status Price (s) Volume(s) Aggregated information
(Position)
Deepak Nath Executive Director £12.09 26,014 N/A Single Transaction
(Chief Executive Officer)
Anne-Françoise Nesmes Executive Director £12.09 16,877 N/A Single Transaction
(Chief Financial Officer)
Sarah Carne
Deputy Company Secretary
Smith & Nephew plc
Tel: +44 (0)1923 477100
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