Director/PDMR Shareholding
GlaxoSmithKline plc (the 'Company')
2019 Performance Share Plan Award and 2019 Performance Measures
2019 Performance Share Plan Award
On 8 March 2019, the Company granted conditional share awards to Executive Directors and Persons Discharging Managerial Responsibilities ('PDMRs') under the GlaxoSmithKline 2017 Performance Share Plan ('the Plan'). The Plan was approved by shareholders on 4 May 2017, and allows a performance-related opportunity in the form of conditional awards to be granted to senior executives in the Group, including the Executive Directors and PDMRs.
Under the terms of the Plan, conditional awards are granted over a specific number of Ordinary Shares ('Ords') or American Depositary Shares ('ADS'), and the percentage of awards that ultimately vests is dependent on the level of achievement against performance targets set by the Remuneration Committee.
2019 Performance Measures
The performance condition information that follows applies to the 2019 Performance Share Plan Awards.
The performance period for the awards is the three financial years from 1 January 2019 to 31 December 2021. The awards are based on three equally weighted performance measures:
|
Performance Measure |
Proportion of each award |
|
Relative Total Shareholder Return (TSR)
|
1/3rd |
|
Adjusted Free Cash Flow (AFCF)
|
1/3rd |
|
Research & Development (R&D) New Product performance
|
1/3rd |
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.
The Relative TSR vesting schedule for the 2019 awards has been revised versus last year's award and is based on delivering 25% vesting for achieving median performance. In a group of 10 companies, the median (position 5.5) falls between two companies. The vesting schedule for the 2019 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 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 2019 award will vest as follows:
|
Performance Level |
Adjusted Free Cash Flow target |
Proportion Vesting
|
|
Below threshold |
< £11.74bn |
0% |
|
Threshold |
£11.74bn |
25% |
|
|
£12.10bn |
50% |
|
|
£13.31bn |
75% |
|
Maximum |
£13.91bn |
100% |
The proportions vesting between the above vesting levels will be calculated on a straight-line basis.
R&D New Product measure
Due to commercial sensitivity, the Remuneration Committee remains of the view that the R&D new 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.
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. The Executive Directors or PDMRs in the transaction notifications below were each granted a conditional award under the terms of the GlaxoSmithKline 2017 Performance Share Plan. Awards granted are of Ordinary Shares or ADS.
3. Dividends will accrue on the conditional award of Ordinary Shares or ADS during the performance period, but will only vest to the extent that the awards themselves vest at the end of the performance period. These dividends are not included in the figures below.
4. For Executive Directors, the award is subject to an additional vesting period of two years from the normal vesting date, i.e. five years in total. During the additional vesting period, the relevant Ordinary Shares or ADS would only be forfeited in the event that the Executive Director was terminated for cause.
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/ amendment |
Initial Notification |
|||
|
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 the financial instrument |
Ordinary shares of 25 pence each ('Ordinary Shares')
ISIN: GB0009252882 |
|||
|
b) |
Nature of the transaction |
A conditional award of Ordinary Shares under the Company's 2017 Performance Share Plan.
|
|||
|
c) |
Price(s) and volume(s) |
|
Price(s) |
Volume(s) |
|
|
|
£15.124 |
404,592 |
|
||
|
|
|
|
|
||
|
d) |
Aggregated information |
n/a (single transaction) |
|||
|
Aggregated volume Price |
|
||||
|
e) |
Date of the transaction |
2019-03-08 |
|||
|
f) |
Place of the transaction
|
n/a |
|||
|
1. |
Details of PDMR/person closely associated with them ('PCA') |
||||
|
a) |
Name |
Dr H Barron |
|||
|
b) |
Position/status |
Chief Scientific Officer and President, R&D |
|||
|
c) |
Initial notification/ amendment |
Initial Notification |
|||
|
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 the financial instrument |
American Depositary Shares ('ADSs')
ISIN: US37733W1053
|
|||
|
b) |
Nature of the transaction |
A conditional award of ADSs under the Company's 2017 Performance Share Plan.
|
|||
|
c) |
Price(s) and volume(s) |
|
Price(s) |
Volume(s) |
|
|
|
$40.12 |
217,161 |
|
||
|
|
|
|
|
||
|
d) |
Aggregated information |
n/a (single transaction) |
|||
|
Aggregated volume Price |
|
||||
|
e) |
Date of the transaction |
2019-03-08 |
|||
|
f) |
Place of the transaction
|
n/a |
|||
|
1. |
Details of PDMR/person closely associated with them ('PCA') |
||||
|
a) |
Name |
Mr R Connor |
|||
|
b) |
Position/status |
President, Global Vaccines |
|||
|
c) |
Initial notification/ amendment |
Initial Notification |
|||
|
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 the financial instrument |
Ordinary shares of 25 pence each ('Ordinary Shares')
ISIN: GB0009252882
|
|||
|
b) |
Nature of the transaction |
A conditional award of Ordinary Shares under the Company's 2017 Performance Share Plan.
|
|||
|
c) |
Price(s) and volume(s) |
|
Price(s) |
Volume(s) |
|
|
|
£15.124 |
176,560 |
|
||
|
|
|
|
|
||
|
d) |
Aggregated information |
n/a (single transaction) |
|||
|
Aggregated volume Price |
|
||||
|
e) |
Date of the transaction |
2019-03-08 |
|||
|
f) |
Place of the transaction
|
n/a |
|||
|
1. |
Details of PDMR/person closely associated with them ('PCA') |
||||
|
a) |
Name |
Mr J Ford |
|||
|
b) |
Position/status |
SVP & General Counsel |
|||
|
c) |
Initial notification/ amendment |
Initial Notification |
|||
|
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 the financial instrument |
American Depositary Shares ('ADSs')
ISIN: US37733W1053
|
|||
|
b) |
Nature of the transaction |
A conditional award of ADSs under the Company's 2017 Performance Share Plan.
|
|||
|
c) |
Price(s) and volume(s) |
|
Price(s) |
Volume(s) |
|
|
|
$40.12 |
68,693 |
|
||
|
|
|
|
|
||
|
d) |
Aggregated information |
n/a (single transaction)
|
|||
|
Aggregated volume Price |
|
||||
|
e) |
Date of the transaction |
2019-03-08 |
|||
|
f) |
Place of the transaction
|
n/a |
|||
|
1. |
Details of PDMR/person closely associated with them ('PCA') |
||||
|
a) |
Name |
Mr N Hirons |
|||
|
b) |
Position/status |
SVP, Global Ethics and Compliance |
|||
|
c) |
Initial notification/ amendment |
Initial Notification |
|||
|
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 the financial instrument |
Ordinary shares of 25 pence each ('Ordinary Shares')
ISIN: GB0009252882
|
|||
|
b) |
Nature of the transaction |
A conditional award of Ordinary Shares under the Company's 2017 Performance Share Plan.
|
|||
|
c) |
Price(s) and volume(s) |
|
Price(s) |
Volume(s) |
|
|
|
£15.124 |
56,479 |
|
||
|
|
|
|
|
||
|
d) |
Aggregated information |
n/a (single transaction) |
|||
|
Aggregated volume Price |
|
||||
|
e) |
Date of the transaction |
2019-03-08
|
|||
|
f) |
Place of the transaction
|
n/a |
|||
|
1. |
Details of PDMR/person closely associated with them ('PCA') |
||||
|
a) |
Name |
Mr I Mackay |
|||
|
b) |
Position/status |
Chief Financial Officer Designate |
|||
|
c) |
Initial notification/ amendment |
Initial Notification |
|||
|
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 the financial instrument |
Ordinary shares of 25 pence each ('Ordinary Shares')
ISIN: GB0009252882
|
|||
|
b) |
Nature of the transaction |
A conditional award of Ordinary Shares under the Company's 2017 Performance Share Plan.
|
|||
|
c) |
Price(s) and volume(s) |
|
Price(s) |
Volume(s) |
|
|
|
£15.124 |
225,255 |
|
||
|
|
|
|
|
||
|
d) |
Aggregated information |
n/a (single transaction) |
|||
|
Aggregated volume Price |
|
||||
|
e) |
Date of the transaction |
2019-03-08 |
|||
|
f) |
Place of the transaction
|
n/a |
|||
|
1. |
Details of PDMR/person closely associated with them ('PCA') |
||||
|
a) |
Name |
Mr B McNamara |
|||
|
b) |
Position/status |
CEO, GSK Consumer Healthcare |
|||
|
c) |
Initial notification/ amendment |
Initial Notification |
|||
|
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 the financial instrument |
American Depositary Shares ('ADSs')
ISIN: US37733W1053
|
|||
|
b) |
Nature of the transaction |
A conditional award of ADSs under the Company's 2017 Performance Share Plan.
|
|||
|
c) |
Price(s) and volume(s) |
|
Price(s) |
Volume(s) |
|
|
|
$40.12 |
99,202 |
|
||
|
|
|
|
|
||
|
d) |
Aggregated information |
n/a (single transaction)
|
|||
|
Aggregated volume Price |
|
||||
|
e) |
Date of the transaction |
2019-03-08 |
|||
|
f) |
Place of the transaction
|
n/a |
|||
|
1. |
Details of PDMR/person closely associated with them ('PCA') |
||||
|
a) |
Name |
Mr L Miels |
|||
|
b) |
Position/status |
President, Global Pharmaceuticals |
|||
|
c) |
Initial notification/ amendment |
Initial Notification |
|||
|
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 the financial instrument |
Ordinary shares of 25 pence each ('Ordinary Shares')
ISIN: GB0009252882
|
|||
|
b) |
Nature of the transaction |
A conditional award of Ordinary Shares under the Company's 2017 Performance Share Plan.
|
|||
|
c) |
Price(s) and volume(s) |
|
Price(s) |
Volume(s) |
|
|
|
£15.124 |
197,760 |
|
||
|
|
|
|
|
||
|
d) |
Aggregated information |
n/a (single transaction) |
|||
|
Aggregated volume Price |
|
||||
|
e) |
Date of the transaction |
2019-03-08 |
|||
|
f) |
Place of the transaction
|
n/a |
|||
|
1. |
Details of PDMR/person closely associated with them ('PCA') |
||||
|
a) |
Name |
Mr D Redfern |
|||
|
b) |
Position/status |
Chief Strategy Officer |
|||
|
c) |
Initial notification/ amendment |
Initial Notification |
|||
|
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 the financial instrument |
Ordinary shares of 25 pence each ('Ordinary Shares')
ISIN: GB0009252882
|
|||
|
b) |
Nature of the transaction |
A conditional award of Ordinary Shares under the Company's 2017 Performance Share Plan.
|
|||
|
c) |
Price(s) and volume(s) |
|
Price(s) |
Volume(s) |
|
|
|
£15.124 |
162,978 |
|
||
|
|
|
|
|
||
|
d) |
Aggregated information |
n/a (single transaction) |
|||
|
Aggregated volume Price |
|
||||
|
e) |
Date of the transaction |
2019-03-08 |
|||
|
f) |
Place of the transaction
|
n/a |
|||
|
1. |
Details of PDMR/person closely associated with them ('PCA') |
||||
|
a) |
Name |
Mr R Simard |
|||
|
b) |
Position/status |
President, Pharmaceuticals Supply Chain |
|||
|
c) |
Initial notification/ amendment |
Initial Notification |
|||
|
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 the financial instrument |
Ordinary shares of 25 pence each ('Ordinary Shares')
ISIN: GB0009252882
|
|||
|
b) |
Nature of the transaction |
A conditional award of Ordinary Shares under the Company's 2017 Performance Share Plan.
|
|||
|
c) |
Price(s) and volume(s) |
|
Price(s) |
Volume(s) |
|
|
|
£15.124 |
95,070 |
|
||
|
|
|
|
|
||
|
d) |
Aggregated information |
n/a (single transaction) |
|||
|
Aggregated volume Price |
|
||||
|
e) |
Date of the transaction |
2019-03-08 |
|||
|
f) |
Place of the transaction
|
n/a |
|||
|
1. |
Details of PDMR/person closely associated with them ('PCA') |
||||
|
a) |
Name |
Ms K Terrell |
|||
|
b) |
Position/status |
Chief Digital & Technology Officer |
|||
|
c) |
Initial notification/ amendment |
Initial Notification |
|||
|
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 the financial instrument |
American Depositary Shares ('ADSs')
ISIN: US37733W1053
|
|||
|
b) |
Nature of the transaction |
A conditional award of ADSs under the Company's 2017 Performance Share Plan.
|
|||
|
c) |
Price(s) and volume(s) |
|
Price(s) |
Volume(s) |
|
|
|
$40.12 |
83,798 |
|
||
|
|
|
|
|
||
|
d) |
Aggregated information |
n/a (single transaction)
|
|||
|
Aggregated volume Price |
|
||||
|
e) |
Date of the transaction |
2019-03-08 |
|||
|
f) |
Place of the transaction
|
n/a |
|||
|
1. |
Details of PDMR/person closely associated with them ('PCA') |
||||
|
a) |
Name |
Mr P Thomson |
|||
|
b) |
Position/status |
President, Global Affairs |
|||
|
c) |
Initial notification/ amendment |
Initial Notification |
|||
|
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 the financial instrument |
Ordinary shares of 25 pence each ('Ordinary Shares')
ISIN: GB0009252882
|
|||
|
b) |
Nature of the transaction |
A conditional award of Ordinary Shares under the Company's 2017 Performance Share Plan.
|
|||
|
c) |
Price(s) and volume(s) |
|
Price(s) |
Volume(s) |
|
|
|
£15.124 |
74,433 |
|
||
|
|
|
|
|
||
|
d) |
Aggregated information |
n/a (single transaction) |
|||
|
Aggregated volume Price |
|
||||
|
e) |
Date of the transaction |
2019-03-08 |
|||
|
f) |
Place of the transaction
|
n/a |
|||
|
1. |
Details of PDMR/person closely associated with them ('PCA') |
||||
|
a) |
Name |
Mrs V Whyte |
|||
|
b) |
Position/status |
Company Secretary |
|||
|
c) |
Initial notification/ amendment |
Initial Notification |
|||
|
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 the financial instrument |
Ordinary shares of 25 pence each ('Ordinary Shares')
ISIN: GB0009252882
|
|||
|
b) |
Nature of the transaction |
A conditional award of Ordinary Shares under the Company's 2017 Performance Share Plan.
|
|||
|
c) |
Price(s) and volume(s) |
|
Price(s) |
Volume(s) |
|
|
|
£15.124 |
11,800 |
|
||
|
|
|
|
|
||
|
d) |
Aggregated information |
n/a (single transaction) |
|||
|
Aggregated volume Price |
|
||||
|
e) |
Date of the transaction |
2019-03-08 |
|||
|
f) |
Place of the transaction
|
n/a |
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