Director/PDMR Shareholding
GlaxoSmithKline PLC
20 February 2008
Notification of Transactions of Directors and Persons Discharging Managerial
Responsibility
Awards made by GlaxoSmithKline
On 19 February 2008 the Company granted a number of share-based awards to
Directors and Persons Discharging Managerial Responsibility. The following
awards were made:
• Awards under the GlaxoSmithKline Performance Share Plan, which are subject
to performance conditions;
• Awards under the GlaxoSmithKline Share Option Plan, which are subject to
performance conditions; and
• A one-off retention award to an Executive Director.
The Performance Share Plan and the Share Option Plan 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. The one-off retention award has
been made in accordance with Listing Rule 9.4.2(R).
The details of these awards are shown below.
Performance Share Plan
Under the terms of the GlaxoSmithKline Performance Share Plan, contingent awards
are granted over a designated number of Ordinary shares or American Depository
Shares (ADSs), 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 2008 and will end on 31 December 2010.
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 with 100% of the award vesting where the Company is ranked first
or second when compared to the comparator group.
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. To
the extent that an award does not vest, it lapses.
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 Executive Directors or 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. Dividends accrue on the shares during
the vesting period and vest to the extent that shares vest.
Number of Ordinary shares potentially vesting
Less than Equal to Equal to Equal to Equal to Equal to Equal to Equal to or
median median 7th 6th 5th 4th 3rd above 2nd
position position position position position position position
Mr A P Witty* Nil 78,750 112,500 135,000 157,500 180,000 202,500 225,000
Mr J S Heslop* Nil 36,750 52,500 63,000 73,500 84,000 94,500 105,000
Mr J M 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 E J Gray Nil 17,500 25,000 30,000 35,000 40,000 45,000 50,000
Mr D Learmouth Nil 7,437.5 10,625 12,750 14,875 17,000 19,125 21,250
* 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 or
median median 7th 6th 5th 4th 3rd above 2nd
position position position position position position position
Dr M Slaoui* Nil 24,150 34,500 41,400 48,300 55,200 62,100 69,000
Mr C Viehbacher* Nil 14,875 21,250 25,500 29,750 34,000 38,250 42,500
Mr D J Phelan Nil 13,475 19,250 23,100 26,950 30,800 34,650 38,500
Dr R G Greig Nil 8,750 12,500 15,000 17,500 20,000 22,500 25,000
Mr D Pulman Nil 8,750 12,500 15,000 17,500 20,000 22,500 25,000
Mr W C Louv Nil 8,750 12,500 15,000 17,500 20,000 22,500 25,000
* denotes an Executive Director
The vesting date for these awards is 19 February 2011, subject to the
Remuneration Committee having determined that the performance conditions have
been satisfied.
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) growth over the performance period. EPS is measured over the three
financial years that started on 1 January 2008 and end on 31 December 2010. 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 2007). No
options vest unless the Company's EPS increase exceeds RPI by 3% per annum. 50%
of the share options vest for an EPS 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.
Vesting increases on a straight-line basis for EPS performance between the
hurdles set out in the tables below.
The individuals in the tables below, who are all Executive Directors or PDMRs,
were each granted an award under the terms of the GlaxoSmithKline Share Option
Plan. 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 A P Witty* Nil 262,500 349,999 437,499 525,000
Mr J S Heslop* Nil 121,375 161,833 202,291 242,750
Mr J M Clarke Nil 88,750 118,333 147,916 177,500
Mr E J Gray Nil 57,500 76,666 95,833 115,000
Mr M Dunoyer Nil 35,000 46,666 58,333 70,000
Mr D Learmouth Nil 25,250 33,666 42,083 50,500
* 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 M Slaoui* Nil 79,375 105,833 132,291 158,750
Mr C Viehbacher* Nil 48,875 65,166 81,458 97,750
Mr D J Phelan Nil 44,375 59,166 73,958 88,750
Dr R G Greig Nil 28,750 38,333 47,916 57,500
Mr D Pulman Nil 28,750 38,333 47,916 57,500
Mr W C Louv Nil 28,750 38,333 47,916 57,500
* denotes an Executive Director
Options were granted on 19 February 2008 with an exercise price of £11.47 (or
US$44.75 in the case of ADSs). The vesting date for these awards is 19 February
2011, subject to the Remuneration Committee having determined that the
performance conditions have been satisfied.
One-off Retention Award to Mr Viehbacher
On 19 February 2008 the Company made a one-off conditional award of 111,750 ADSs
to Mr Chris Viehbacher, President, US Pharmaceuticals.
The award will vest subject to his continued employment with GlaxoSmithKline and
the Remuneration Committee's assessment of his performance over the vesting
period. 67,050 ADSs will vest on 31 December 2009, and the remaining 44,700 ADSs
will vest on 31 December 2011.
The number of ADSs will be increased to reflect dividends that would have
accrued in the period between award and vesting to the extent that the ADSs
vest.
All of the above awards were made on 19 February 2008. The price of an Ordinary
share on this date was £11.47 and the price of an ADS was $44.75.
The Company, Directors and Persons Discharging Managerial Responsibility were
advised of these transactions on 20 February 2008.
This notification is made in accordance with Disclosure and Transparency Rule
3.1.4R(1)(a).
S M Bicknell
Company Secretary
20 February 2008
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
European Analyst/Investor enquiries: David Mawdsley (020) 8047 5564
Sally Ferguson (020) 8047 5543
Gary Davies (020) 8047 5503
US Analyst/ Investor enquiries: Frank Murdolo (215) 751 7002
Tom Curry (215) 751 5419
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