TIDMGSK
RNS Number : 5532M
GlaxoSmithKline PLC
11 May 2020
GlaxoSmithKline plc (the ' Company ')
2020 Performance Share Plan Top-Up Award
On 6 May 2020, following the Company's Annual General Meeting
and shareholder approval of the 2020 Remuneration Policy, the
Remuneration Committee granted a "top-up" conditional share award
to the Chief Executive Officer (CEO) under the GlaxoSmithKline 2017
Performance Share Plan (the 'Plan').
This award was made to deliver in aggregate for 2020 an award
level of 575% of salary to the CEO in accordance with the terms of
the 2020 Remuneration Policy and as disclosed in the 2020
implementation section of the Remuneration Report in the Company's
2019 Annual Report.
The top-up award, equivalent to 25% of the CEO's base salary,
increases her award level from 550% of her base salary (awarded on
14 February 2020) to 575% of her base salary.
Under the terms of the Plan, conditional awards are granted over
a specific number of Ordinary Shares and the percentage of awards
that ultimately vests is dependent on the level of achievement by
management against the performance targets set by the Remuneration
Committee.
The price used to determine the number of Ordinary Shares in the
top-up award was GBP16.814, being the price used to determine the
number of Ordinary Shares awarded on 14 February 2020 and which is
higher than the closing price of GBP16.68 on the day preceding the
top-up award. The Remuneration Committee considered it appropriate
that the CEO should not benefit from the slightly lower share price
(which would have increased the number of Ordinary Shares awarded
under the top-up award).
Confirmation of 2020 Performance Measures
Following approval of the 2020 Remuneration Policy by
shareholders, the 2020 performance measures announced on 19
February 2020 are now confirmed. These measures apply to the
original award, made on 14 February 2020, and this top-up award and
the performance period for the awards is the same three financial
years from 1 January 2020 to 31 December 2022.
The awards are based on four measures:
Performance Measure Proportion of
each award
Relative Total Shareholder Return (TSR) 30%
--------------
Adjusted Free Cash Flow (AFCF) 30%
--------------
Innovation Sales (name changed from R&D New
Products) 20%
--------------
Pipeline Progress 20%
--------------
Relative TSR measure
This measure compares the TSR of the Company's Ordinary Shares
over the performance period with the TSR of the shares of nine (9)
other global pharmaceutical companies (i.e. a comparator group of
ten (10) companies including the Company). This TSR comparator
group remains unchanged. The companies in the TSR comparator group
are AstraZeneca, Bristol-Myers Squibb, Eli Lilly, Johnson &
Johnson, Merck & Co, Novartis, Pfizer, Roche Holdings, Sanofi
and GlaxoSmithKline.
In a group of 10 companies, the median (position 5.5) falls
between two companies. The vesting schedule for the 2020 awards is
as follows:
Ranking position Vesting Schedule
1st, 2nd or 3rd 100%
-----------------
4th 70%
-----------------
5th 40%
-----------------
Median (Threshold vesting) 25%
-----------------
6th or below 0%
-----------------
Adjusted Free Cash Flow (AFCF) measure
The use of cash flow as a performance measure is intended to
recognise the importance of effective working capital management
and of generating cash to fund the Group's operations, investments,
and ordinary dividends to shareholders.
Free cash flow represents the operating profit of the business
adjusted for non-cash items after deducting the cost or benefit of
working capital, capital expenditure, contingent consideration
payments, net interest, dividends paid to non-controlling interests
and taxation.
The adjustments to free cash flow, used to set the AFCF target
for the purpose of this performance measure, include foreign
exchange, legal, special pension contributions, and the impact of
divestments and acquisitions. The measure post-adjustment is the
"adjusted free cash flow" target.
This element of the 2020 award will vest as follows:
Performance Level Adjusted Free Cash Proportion Vesting
Flow target
Below threshold < GBP9.99bn 0%
-------------------- -------------------
Threshold GBP9.99bn 25%
-------------------- -------------------
GBP10.30bn 50%
---------------------------------------- -------------------
GBP11.33bn 75%
---------------------------------------- -------------------
Maximum GBP11.84bn 100%
-------------------- -------------------
The proportions vesting between the above vesting levels will be
calculated on a straight-line basis.
Innovation Sales measure
Due to commercial sensitivity, the Remuneration Committee
remains of the view that the Innovation Sales measure product
target cannot be published at the time of grant. However, the
target and vesting outcome will be disclosed in full at the end of
the performance period.
25% of this element will vest if the performance threshold level
is attained, rising to 100% for stretching performance exceeding
122% of the set threshold. Below the set threshold, none of this
element will vest.
Pipeline Progress measure
The new Pipeline Progress measure is being introduced to
increase our emphasis on Innovation and to reward acceleration and
strengthening of the pipeline. The measure is based on two equally
weighted elements of our key assets or indications:
Proportion
of LTI Pipeline Progress - Sub-measure
award
10% Pivotal trial starts , which will focus mainly on phase
III registrational trial starts, but may also include
phase II starts (for example, in oncology)
--------------------------------------------------------
10% Major regulatory approval milestones
--------------------------------------------------------
Points will be allocated to the successful assets in each
sub-measure based upon their forecast commercial value (peak year
sales) at the end of the performance period.
These sub-measures of the 2020 award will vest as follows:
Pivotal Trial Starts
Performance Level Points Payout
Below Threshold <13 Nil
------- -------
Threshold 13 25%
------- -------
14 50%
------- -------
15 75%
------- -------
Maximum 18 100%
------- -------
Major Regulatory Approvals
Performance Level Points Payout
Below Threshold <18 Nil
------- -------
Threshold 18 25%
------- -------
19 50%
------- -------
20 75%
------- -------
Maximum 22 100%
------- -------
Where relevant, achievements between the above performance
levels will be rewarded on a straight-line basis. At the end of the
performance period the Company will provide full disclosure of what
has been achieved, in terms of both milestones and aggregate
points, along with a narrative commentary on performance.
Notes
1. To the extent that each element of a conditional award does
not vest at the end of the three-year performance period, it will
lapse.
2. Dividends will accrue on the conditional award of Ordinary
Shares during the performance period but will only vest to the
extent that the award itself vests at the end of the performance
period. These dividends are not included in the figures below.
3. The award is subject to an additional vesting period of two
years (the 'Holding Period') from the normal vesting date, i.e.
five years in total. During the additional Holding Period, the
relevant Ordinary Shares would only be forfeited in the event that
the CEO was terminated for cause, and the Ordinary Shares will
continue to carry rights to dividend equivalents.
Transaction notification
1. Details of PDMR/person closely associated with them
('PCA')
==== ==========================================================================================
a) Name Ms E Walmsley
==== ======================================= =================================================
b) Position/status Chief Executive Officer
==== ======================================= =================================================
c) Initial notification/ Initial notification
amendment
==== ======================================= =================================================
2. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
==== ==========================================================================================
a) Name GlaxoSmithKline plc
==== ======================================= =================================================
b) LEI 5493000HZTVUYLO1D793
==== ======================================= =================================================
3. 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 transaction(s)
has been conducted
==== ==========================================================================================
a) Description of Ordinary shares of 25 pence each ('Ordinary
the financial Shares')
instrument
ISIN: GB0009252882
==== ======================================= =================================================
b) Nature of the A conditional award of Ordinary Shares
transaction under the Company's 2017 Performance Share
Plan.
==== ======================================= =================================================
c) Price(s) and Price(s) Volume(s)
volume(s)
==== ======================================= ======================== ====================
GBP16.814 17,830
===================================================================== ====================
d) Aggregated information N/A (single transaction)
====
Aggregated volume
Price
================================================================== ===========================
e) Date of the transaction 2020-05-06
==== ======================================= =================================================
f) Place of the N/A
transaction
==== ======================================= =================================================
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 or visit www.rns.com.
END
DSHDFLFFBELBBBE
(END) Dow Jones Newswires
May 11, 2020 13:07 ET (17:07 GMT)
Gsk (LSE:GSK)
Gráfica de Acción Histórica
De Feb 2024 a Mar 2024
Gsk (LSE:GSK)
Gráfica de Acción Histórica
De Mar 2023 a Mar 2024