Director/PDMR Shareholding

RNS Number : 4963M

Smith & Nephew Plc

23 May 2022

 

SMITH & NEPHEW PLC

23 May 2022

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 20 May 2022 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 19 May 2022 of £12.58.

1.    PERFORMANCE SHARE PROGRAMME 2022 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 20 May 2025 for the Executive Directors and 9 March 2025 for the other participants, subject to the achievement of the performance conditions which are measured over the period 1 January 2022 to 31 December 2024 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 20 May 2022 under the Smith & Nephew Global Share Plan 2020.
Date of Transaction	2022 - 05 - 20
Place of Transaction	Grant took place outside a trading venue

Name (Position)	Director / PDMR	Price (£)	Volume	Aggregated information
Helen Barraclough (Group General Counsel and Company Secretary)	PDMR	12.58	29,904	N/A Single Transaction
Bradley Cannon (President Orthopaedics, Sports Medicine & ENT and Americas)	PDMR	12.58	97,099	N/A Single Transaction
Peter Coenen (President EMEA Region)	PDMR	12.58	41,392	N/A Single Transaction
Paul Connolly (President Global Operations)	PDMR	12.58	37,606	N/A Single Transaction
Phil Cowdy (Chief Business Development & Corporate Affairs Officer)	PDMR	12.58	32,224	N/A Single Transaction
Myra Eskes (President APAC Region)	PDMR	12.58	47,524	N/A Single Transaction
Simon Fraser (President Advanced Wound Management and Global Commercial Operations)	PDMR	12.58	77,969	N/A Single Transaction
Mizanu Kebede (Chief Quality & Regulatory Affairs Officer)	PDMR	12.58	38,452	N/A Single Transaction
Elga Lohler (Chief HR Officer)	PDMR	12.58	47,057	N/A Single Transaction
Deepak Nath (Chief Executive Officer)	Executive Director	12.58	129,711	N/A Single Transaction
Anne-Françoise Nesmes (Chief Financial Officer)	Executive Director	12.58	67,324	N/A Single Transaction
Vasant Padmanabhan (President Research & Development)	PDMR	12.58	45,776	N/A Single Transaction
Alison Parkes (Chief Compliance Officer)	PDMR	12.58	8,403	N/A Single Transaction

As explained on page 127 of the 2021 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 127 of the 2021 Annual Report explains how TSR will be measured and defines the calculation of ROIC with reference to the methodology on page 126.

The awards subject to TSR will vest as follows. The two equally weighted peer groups are defined on page 127 of the 2021 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 Year ended 31 December 2024	Award vesting as a % of salary
Below 8.0%	Nil
8.0%	17.2%
9.0%	34.4%
10.5%	68.8%

Awards will vest on a straight-line basis between these points.

The awards subject to Revenue Growth will vest as follows:

Revenue Growth Three years ended 31 December 2024	Award vesting as a % of salary
Below Threshold	Nil
Threshold (-5% of target)	17.2%
Target - set by reference to our expectations	34.4%
Maximum or above (+5% 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 2024 for these awards, even though now determined, will not be disclosed until the 2024 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 Three years ended 31 December 2024	Award vesting as % of salary
Below $1,535m	Nil
$1,535m	17.2%
$1,913m	34.4%
$2,104m	68.8%

Awards will vest on a straight-line basis between these points.

Sarah Carne 

Deputy Company Secretary

Smith & Nephew plc

Tel: [phone]

 

END

 

 

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