Director/PDMR Shareholding
GlaxoSmithKline PLC
21 February 2007
Notification of Transactions of Directors, Persons Discharging Managerial
Responsibility or Connected Persons
Awards under GlaxoSmithKline's Performance Share & Share Option Plans
On 20 February 2007 the Company granted performance share awards and share
options under the terms of the GlaxoSmithKline Performance Share Plan and the
GlaxoSmithKline Share Option Plan (the Plans), which are subject to performance
conditions. The Plans were both approved by shareholders on 31 July 2000, and
allow awards to be made to senior executives in the Group, including the
Executive Directors.
Performance Share Plan
Under the terms of the GlaxoSmithKline Performance Share Plan, contingent awards
over a designated number of Ordinary Shares or American Depository Shares (ADSs)
are granted, with the percentage of awards ultimately vesting depending on
performance. The performance condition applies over a three-year measurement
period, which commenced on 1 January 2007 and will end on 31 December 2009.
The performance condition for these awards compares the Total Shareholder Return
(TSR) of GSK's shares with the TSR of the shares of 14 comparator companies over
the three-year period. No awards will vest if GSK delivers returns which, when
ranked against these companies, rank below the median. Vesting increases on a
sliding scale to the maximum of 100% of the award vesting where the Company is
ranked first or second when compared to the comparator group.
The companies in the comparator group are Abbott Laboratories, AstraZeneca,
Amgen, Bristol-Myers Squibb, Eli Lilly & Co, Johnson & Johnson, Merck, Novartis,
Pfizer, Roche, Sanofi-Aventis, Schering-Plough, Takeda Pharmaceutical Company
and Wyeth.
The individuals in the tables below, who are all persons discharging managerial
responsibility (PDMRs), were each granted an award under the terms of the
GlaxoSmithKline Performance Share Plan as set out. Awards are granted over
either the Company's 25p Ordinary Shares or over the Company's ADSs. One ADS
equals two Ordinary Shares.
Number of Ordinary Shares potentially vesting
Less Equal to Equal to Equal to Equal to Equal to Equal to Equal to
than median 7th 6th 5th 4th 3rd or above
median position position position position position position 2nd
position
Mr J S Heslop* Nil 36,750 52,500 63,000 73,500 84,000 94,500 105,000
Mr R Bondy Nil 26,950 38,500 46,200 53,900 61,600 69,300 77,000
Mr J Clarke Nil 26,950 38,500 46,200 53,900 61,600 69,300 77,000
Mr M Dunoyer Nil 10,150 14,500 17,400 20,300 23,200 26,100 29,000
Mr D Learmouth Nil 7,438 10,625 12,750 14,875 17,000 19,125 21,250
Mr A Witty Nil 29,750 42,500 51,000 59,500 68,000 76,500 85,000
* Denotes an Executive Director.
Number of ADSs potentially vesting
(N.B. One ADS represents two Ordinary Shares)
Less than Equal to Equal to Equal to Equal to Equal to Equal to Equal to
median median 7th 6th 5th 4th 3rd or above
position position position position position position 2nd
position
Dr JP Garnier* Nil 84,000 120,000 144,000 168,000 192,000 216,000 240,000
Dr M M Slaoui* Nil 24,150 34,500 41,400 48,300 55,200 62,100 69,000
Dr R Greig Nil 8,750 12,500 15,000 17,500 20,000 22,500 25,000
Mr W Louv Nil 8,750 12,500 15,000 17,500 20,000 22,500 25,000
Mr D Phelan Nil 13,475 19,250 23,100 26,950 30,800 34,650 38,500
Mr D Pulman Nil 8,750 12,500 15,000 17,500 20,000 22,500 25,000
Mr D Stout Nil 39,375 56,250 67,500 78,750 90,000 101,250 112,500
Mr C Viehbacher Nil 14,875 21,250 25,500 29,750 34,000 38,250 42,500
* Denotes an Executive Director.
Dividends accrue on the shares during the vesting period and vest to the extent
that shares vest.
The price of an Ordinary Share at the date of award was £14.88 and the price of
an ADS was $58.00. The normal vesting date for these awards is 20 February 2010.
TSR is measured on a pro-rata basis. Where the Company's performance falls
between two of the comparator companies, the exact level of vesting will be
determined by the actual relative level of TSR rather than simple ranking.
Share Option Plan
Under the terms of the GlaxoSmithKline Share Option Plan, share options allow
the holder to buy Ordinary Shares or ADSs at a future date at a price determined
by reference to the market price of shares at the time of grant. The ultimate
number of share options that become exercisable depends on GSK's earnings per
share (EPS). EPS is measured over the three financial years that started on 1
January 2007 and end on 31 December 2009. To the extent that options under the
GlaxoSmithKline Share Options Plan do not vest at the end of this period, they
will lapse.
The performance condition compares the compound annual increase in the Company's
EPS with the increase in the Retail Price Index (RPI) over the performance
period compared to the base year (the financial year ended 31 December 2006). No
options vest unless the Company's EPS increase exceeds RPI by 3% p.a. 50% of the
share options become exercisable for an increase of 3% p.a. in excess of RPI,
with increasing vesting up to 100% for an increase of 6% p.a. or more in excess
of RPI.
The individuals in the tables below, who are all PDMRs, were each granted an
award under the terms of the GlaxoSmithKline Share Option Plan as set out.
Options are granted over either the Company's 25p Ordinary Shares or over the
Company's ADSs. One ADS equals two Ordinary Shares.
Number of Ordinary Shares potentially vesting
Less than RPI+3%p.a. RPI+4%p.a. RPI+5%p.a. RPI+6%p.a. or
RPI+3%p.a. more
Mr J S Heslop* Nil 121,375 161,833 202,291 242,750
Mr R Bondy Nil 88,750 118,333 147,917 177,500
Mr J Clarke Nil 88,750 118,333 147,917 177,500
Mr M Dunoyer Nil 35,000 46,666 58,334 70,000
Mr D Learmouth Nil 25,250 33,666 42,084 50,500
Mr A Witty Nil 97,750 130,333 162,500 195,500
* Denotes an Executive Director.
Number of ADSs potentially vesting
(N.B. One ADS represents two Ordinary Shares)
Less than RPI+3%p.a. RPI+4%p.a. RPI+5%p.a. RPI+6%p.a. or
RPI+3%p.a. more
Dr JP Garnier* Nil 275,000 366,663 458,332 550,000
Dr M M Slaoui* Nil 79,375 105,833 132,292 158,750
Dr R Greig Nil 28,750 38,333 47,917 57,500
Mr W Louv Nil 28,750 38,333 47,917 57,500
Mr D Phelan Nil 44,375 59,166 73,958 88,750
Mr D Pulman Nil 28,750 38,333 47,917 57,500
Mr D Stout Nil 131,250 174,999 218,750 262,500
Mr C Viehbacher Nil 48,875 65,166 81,458 97,750
* Denotes an Executive Director.
Vesting increases on a straight-line basis for EPS performance between the
hurdles set out in the above tables.
Options were granted on 20 February 2007 with a subscription price of £14.88 (or
US$58.00 in the case of ADSs). The vesting date for these awards is 20 February
2010, subject to the Remuneration Committee having determined that the
performance conditions have been satisfied.
The Company, the Executive Directors and PDMRs were informed of these changes on
21 February 2007.
S M Bicknell
Company Secretary
21 February 2007
Enquiries:
UK Media enquiries: Philip Thomson (020) 8047 5502
Alice Hunt (020) 8047 5502
Gwenan White (020) 8047 5502
US Media enquiries: Nancy Pekarek (215) 751 7709
Mary Anne Rhyne (919) 483 2839
Patricia Seif (215) 751 7709
European Analyst/Investor enquiries: Anita Kidgell (020) 8047 5542
David Mawdsley (020) 8047 5564
Sally Ferguson (020) 8047 5543
US Analyst/ Investor enquiries: Frank Murdolo (215) 751 7002
Tom Curry (215) 751 5419
This information is provided by RNS
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