Smith & Nephew Plc Director/PDMR Shareholding (4933Z)
May 21 2021 - 11:30AM
UK Regulatory
TIDMSN.
RNS Number : 4933Z
Smith & Nephew Plc
21 May 2021
SMITH & NEPHEW PLC
21 May 2021
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 21 May 2021 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 20 May 2021 of GBP15.495.
1. PERFORMANCE SHARE PROGRAMME 2021 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 21 May 2024 for the Executive Directors
and 9 March 2024 for the other participants, subject to the
achievement of the performance conditions which are measured over
the period 1 January 2021 to 31 December 2023 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 Initial notification
/Amendment
-------------------------------------------
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 Smith & Nephew plc Ordinary Shares of USD
financial instrument, 0.20 each
type of instrument
-------------------------------------------
Identification code ISIN: GB0009223206
-------------------------------------------
Nature of the transaction Performance Share Awards granted at target
on 21 May 2021 under the Smith & Nephew
Global Share Plan 2020.
-------------------------------------------
Date of Transaction 2021 - 05 -- 21
-------------------------------------------
Place of Transaction London Stock Exchange (XLON)
-------------------------------------------
Director /
Name (Position) PDMR Price (GBP) Volume Aggregated information
Bradley Cannon
(President Sports
Medicine & ENT) PDMR 15.495 57,367 N/A Single Transaction
------------ ------------ ------- -----------------------
Peter Coenen
(President EMEA
Region) PDMR 15.495 31,627 N/A Single Transaction
------------ ------------ ------- -----------------------
Phil Cowdy
(Chief Business
Development &
Corporate Affairs
Officer) PDMR 15.495 25,605 N/A Single Transaction
------------ ------------ ------- -----------------------
Roland Diggelmann
(Chief Executive Executive
Officer) Director 15.495 96,174 N/A Single Transaction
------------ ------------ ------- -----------------------
Myra Eskes
(President APAC
Region) PDMR 15.495 32,625 N/A Single Transaction
------------ ------------ ------- -----------------------
Simon Fraser
(President Advanced
Wound Management) PDMR 15.495 49,153 N/A Single Transaction
------------ ------------ ------- -----------------------
Melissa Guerdan
(Chief Quality
& Regulatory
Affairs Officer) PDMR 15.495 30,423 N/A Single Transaction
------------ ------------ ------- -----------------------
Skip Kiil
(President Orthopaedics) PDMR 15.495 70,367 N/A Single Transaction
------------ ------------ ------- -----------------------
Elga Lohler
(Chief HR Officer) PDMR 15.495 32,622 N/A Single Transaction
------------ ------------ ------- -----------------------
Anne-Françoise
Nesmes
(Chief Financial Executive
Officer) Director 15.495 51,468 N/A Single Transaction
------------ ------------ ------- -----------------------
Catheryn O'Rourke
(Chief Legal
& Compliance
Officer) PDMR 15.495 34,098 N/A Single Transaction
------------ ------------ ------- -----------------------
Vasant Padmanabhan
(President Research
& Development) PDMR 15.495 31,967 N/A Single Transaction
------------ ------------ ------- -----------------------
Susan Swabey
(Company Secretary) PDMR 15.495 5,484 N/A Single Transaction
------------ ------------ ------- -----------------------
As explained on page 119 of the 2020 Annual Report the
performance conditions applying to these awards have been
determined by the Remuneration Committee having now had more time
to understand how COVID-19 might impact upon our business between
2021 and 2023.
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 119 of the 2020 Annual Report
explains how TSR will be measured and defines the calculation of
ROIC.
The awards subject to TSR will vest as follows. The two equally
weighted peer groups are defined on page 119 of the 2020 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 2023
Below 9.8% Nil
-------------------------------
9.8% 17.2%
-------------------------------
11.8% 34.4%
-------------------------------
13.8% 68.8%
-------------------------------
Awards will vest on a straight-line basis between these
points.
The awards subject to Revenue Growth will vest as follows:
Three years ended 31 December Award vesting as a % of salary
2023
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 will vest on a straight-line basis between these
points.
Revenue Growth targets for the three years ended 31 December
2023 for these awards, even though now determined, will not be
disclosed until the 2023 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
2023
Below $1,370m Nil
-----------------------------
$1,370m 17.2%
-----------------------------
$1,712m 34.4%
-----------------------------
$2,054m 68.8%
-----------------------------
Awards will vest on a straight-line basis between these
points.
Susan Swabey
Company Secretary
Smith & Nephew plc
Tel: +44 (0)1923 477410
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END
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