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
(Position)
|
Status
|
Price (s)
|
Volume(s)
|
Aggregated information
|
Deepak Nath
(Chief Executive Officer)
|
Director
|
£10.875
|
72,005
|
N/A Single Transaction
|
Anne-Françoise Nesmes
(Chief Executive Officer)
|
Director
|
£10.875
|
37,368
|
N/A Single Transaction
|
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
(Position)
|
Status
|
Price (£)
|
Volume
|
Aggregated information
|
Helen Barraclough
(Group General Counsel and Company
Secretary)
|
PDMR
|
£10.875
|
9,366
|
N/A Single Transaction
|
Paul Connolly
(President, Global
Operations)
|
PDMR
|
£10.875
|
9,849
|
N/A Single Transaction
|
Phil Cowdy
(Chief Corporate Development and
Corporate Affairs Officer)
|
PDMR
|
£10.875
|
10,093
|
N/A Single Transaction
|
Craig Gaffin
President, Global
Orthopaedics
|
PDMR
|
£10.875
|
5,572
|
N/A Single Transaction
|
Rohit Kashyap
(President AWM and Global Commercial
Operations)
|
PDMR
|
£10.875
|
11,031
|
N/A Single Transaction
|
Mizanu Kebede
(Chief Quality & Regulatory
Affairs Officer)
|
PDMR
|
£10.875
|
11,327
|
N/A Single Transaction
|
Elga Lohler
(Chief HR Officer)
|
PDMR
|
£10.875
|
14,129
|
N/A Single Transaction
|
Vasant Padmanabhan
(President Research &
Development ENT)
|
PDMR
|
£10.875
|
14,214
|
N/A Single Transaction
|
Alison Parkes
(Chief Compliance
Officer)
|
PDMR
|
£10.875
|
5,474
|
N/A Single Transaction
|
Scott Schaffner
(President Sports
Medicine)
|
PDMR
|
£10.875
|
17,652
|
N/A Single Transaction
|
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
(Position)
|
Status
|
Price (£)
|
Volume
|
Aggregated information
|
Helen Barraclough
(Group General Counsel and Company
Secretary)
|
PDMR
|
£10.875
|
35,803
|
N/A Single Transaction
|
Paul Connolly
(President, Global
Operations)
|
PDMR
|
£10.875
|
43,926
|
N/A Single Transaction
|
Phil Cowdy
(Chief Corporate Development and
Corporate Affairs Officer)
|
PDMR
|
£10.875
|
38,581
|
N/A Single Transaction
|
Craig Gaffin
President, Global
Orthopaedics
|
PDMR
|
£10.875
|
70,920
|
N/A Single Transaction
|
Rohit Kashyap
(President AWM and Global Commercial
Operations)
|
PDMR
|
£10.875
|
98,357
|
N/A Single Transaction
|
Mizanu Kebede
(Chief Quality & Regulatory
Affairs Officer)
|
PDMR
|
£10.875
|
45,088
|
N/A Single Transaction
|
Elga Lohler
(Chief HR Officer)
|
PDMR
|
£10.875
|
56,239
|
N/A Single Transaction
|
Deepak Nath
(Chief Executive Officer)
|
PDMR
|
£10.875
|
151,365
|
N/A Single Transaction
|
Vasant Padmanabhan
(President Research &
Development ENT)
|
PDMR
|
£10.875
|
56,577
|
N/A Single Transaction
|
Alison Parkes
(Chief Compliance
Officer)
|
PDMR
|
£10.875
|
10,429
|
N/A Single Transaction
|
Scott Schaffner
(Global President Sports
Medicine)
|
PDMR
|
£10.875
|
85,666
|
N/A Single Transaction
|
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
Year ended 31 December
2026
|
Award vesting as a % of
salary
|
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
Three years ended 31 December
2026
|
Award vesting as a % of
salary
|
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