Director/PDMR Shareholding

RNS Number : 7852S
Smith & Nephew Plc
13 March 2023
 

SMITH & NEPHEW PLC

 

13 March 2023

 

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.

 

1.  VESTING OF SHARE AWARDS UNDER THE GLOBAL SHARE PLAN 2010 AND 2020

 

On 9 March 2023, the following awards of US$0.20 ordinary shares (the "Shares") in Smith & Nephew plc (the "Company") vested under the Smith & Nephew Global Share Plan 2010 and 2020.

 

i.  FINAL VESTING ON 9 MARCH 2023 OF 2020 EQUITY INCENTIVE PROGRAMME AWARDS MADE UNDER THE GLOBAL SHARE PLAN 2010:

 

The awards were granted under the Global Share Plan 2010 on 9 March 2020. One third of the Shares vested on 9 March 2021, a further third vested on 9 March 2022 and the final third vested on 9 March 2023. A number of Shares were sold to cover taxation obligations arising on the vesting of the awards. The number of Shares acquired includes the dividend equivalent Shares which participants receive on vested Shares.

 

The following relates to individuals included in the below notification:

 

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

Final vesting of Equity Incentive Programme awards granted on 9 March 2020 under the Smith & Nephew Global Share Plan 2010 .

Date of Transaction

2023 - 03 - 09

Place of Transaction

London Stock Exchange (XLON)

 

 

Name

(Position)

 

Status

Price (£)

Volume

Aggregated information

Total Ordinary Share Holding following the transaction *

Total Ordinary Share Holding as a % of the Company's ISC following the transaction *

Helen Barraclough

(Group General Counsel and Company Secretary)

PDMR

12.161358

2,431 (of which 1,147 were sold and 1,284 retained)

N/A Single Transaction

24,788.24771 ordinary shares

0.00282%

 

Bradley Cannon

(President, Orthopaedics & Americas)

PDMR

12.161358

5,852 (of which 1,978 were sold and 3,874 retained)

N/A Single Transaction

105,081.37494 ordinary shares

0.01197%

 

Phil Cowdy

(Chief Corporate Development and Corporate Affairs Officer)

PDMR

12.161358

3,916 (of which 1,847 were sold and 2,069 retained)

N/A Single Transaction

49,202.99309 ordinary shares

0.00561%

 

Myra Eskes

(President APAC and Global Service)

PDMR

12.161358

3,053 (of which 0 were sold and 3,053 retained)

N/A Single Transaction

30,586.36775 ordinary shares

0.00348%

 

Simon Fraser

(President, AWM and Global Commercial Operations)

PDMR

12.161358

3,894 (of which 1,159 were sold and 2,735 retained)

N/A Single Transaction

30,486.86880 ordinary shares

0.00347%

 

Elga Lohler

(Chief HR Officer)

PDMR

12.161358

5,230 (of which 2,065 were sold and 3,165 retained)

N/A Single Transaction

127,175.00000 ordinary shares

0.01449%

 

Vasant Padmanabhan

(President Research & Development and ENT)

PDMR

12.161358

5,065 (of which 1,982 were sold and 3,083 retained)

N/A Single Transaction

84,289.00000 ordinary shares

0.00960%

 

Scott Schaffner

(Executive Vice President and General Manager Sports Medicine)

PDMR

12.161358

3,118 (of which 928 were sold and 2,190 retained)

N/A Single Transaction

60,629.43173 ordinary shares

0.00691%

 

 

* including those held by Persons Closely Associated with the Director/PDMR. All figures in these columns are stated to 5 decimal places where applicable.

 

ii.  PARTIAL VESTING ON 9 MARCH 2023 OF 2021 EQUITY INCENTIVE PROGRAMME AWARDS MADE UNDER THE GLOBAL SHARE PLAN 2020:

 

The awards were granted under the Global Share Plan 2020 on 9 March 2021. One third of the Shares vested on 9 March 2022, a further third vested on 9 March 2023 and the final third will vest on 9 March 2024. A number of Shares were sold to cover taxation obligations arising on the vesting of the awards. The number of Shares acquired includes the dividend equivalent Shares which participants receive on vested Shares.

 

The following relates to individuals included in the below notification:

 

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

Partial vesting of Equity Incentive Programme awards granted on 9 March 2021 under the Smith & Nephew Global Share Plan 2020 .

Date of Transaction

2023 - 03 - 09

Place of Transaction

London Stock Exchange (XLON)

 

Name

(Position)

 

Status

Price (£)

Volume

Aggregated information

Total Ordinary Share Holding following the transaction *

Total Ordinary Share Holding as a % of the Company's ISC following the transaction *

Helen Barraclough

(Group General Counsel and Company Secretary)

PDMR

12.161358

3,006 (of which 1,418 were sold and 1,588 retained)

N/A Single Transaction

26,376.24771 ordinary shares

0.00301%

 

Bradley Cannon

(President, Orthopaedics & Americas)

PDMR

12.161358

6,860 (of which 2,317 were sold and 4,543 retained)

N/A Single Transaction

109,624.37494 ordinary shares

0.01249%

 

Phil Cowdy

(Chief Corporate Development and Corporate Affairs Officer)

PDMR

12.161358

5,501 (of which 2,595 were sold and 2,906 retained)

N/A Single Transaction

52,108.99309 ordinary shares

0.00594%

 

Myra Eskes

(President APAC and Global Service)

PDMR

12.161358

5,985 (of which 0 were sold and 5,985 retained)

N/A Single Transaction

36,571.36775 ordinary shares

0.00417%

 

Simon Fraser

(President, AWM and Global Commercial Operations)

PDMR

12.161358

4,973 (of which 1,480 were sold and 3,493 retained)

N/A Single Transaction

33,979.86880 ordinary shares

0.00387%

 

Elga Lohler

(Chief HR Officer)

PDMR

12.161358

6,130 (of which 2,421 were sold and 3,709 retained)

N/A Single Transaction

130,884.00000 ordinary shares

0.01491%

 

Vasant Padmanabhan

(President Research & Development and ENT)

PDMR

12.161358

5,083 (of which 1,990 were sold and 3,093 retained)

N/A Single Transaction

87,382.00000 ordinary shares

0.00996%

 

Scott Schaffner

(Executive Vice President and General Manager Sports Medicine)

PDMR

12.161358

3,452 (of which 1,027 were sold and 2,425 retained)

N/A Single Transaction

63,054.43173 ordinary shares

0.00718%

 

 

* including those held by Persons Closely Associated with the Director/PDMR. All figures in these columns are stated to 5 decimal places where applicable.

 

iii.  PARTIAL VESTING ON 9 MARCH 2023 OF 2022 DEFERRED BONUS SHARE PLAN AWARDS MADE UNDER THE GLOBAL SHARE PLAN 2020:

 

The awards were granted under the Global Share Plan 2020 on 9 March 2022. One third of the Shares vested on 9 March 2023, a further third will vest on 9 March 2024 and the final third will vest on 9 March 2025. A number of Shares were sold to cover taxation obligations arising on the vesting of the awards. The number of Shares acquired includes the dividend equivalent Shares which participants receive on vested Shares.

 

The following relates to individuals included in the below notification:

 

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

Partial vesting of Deferred Bonus Share Plan awards granted on 9 March 2022 under the Smith & Nephew Global Share Plan 2020 .

Date of Transaction

2023 - 03 - 09

Place of Transaction

London Stock Exchange (XLON)

 

Name

(Position)

 

Status

Price (£)

Volume

Aggregated information

Total Ordinary Share Holding following the transaction *

Total Ordinary Share Holding as a % of the Company's ISC following the transaction *

Helen Barraclough

(Group General Counsel and Company Secretary)

PDMR

12.161358

1,717 (of which 810 were sold and 907 retained)

N/A Single Transaction

27,283.24771 ordinary shares

0.00311%

 

Bradley Cannon

(President, Orthopaedics & Americas)

PDMR

12.161358

6,229 (of which 2,105 were sold and 4,124 retained)

N/A Single Transaction

113,748.37494 ordinary shares

0.01296%

 

Phil Cowdy

(Chief Corporate Development and Corporate Affairs Officer)

PDMR

12.161358

2,815 (of which 1,328 were sold and 1,487 retained)

N/A Single Transaction

53,595.99309 ordinary shares

0.00611%

 

Myra Eskes

(President APAC and Global Service)

PDMR

12.161358

4,058 (of which 0 were sold and 4,058 retained)

N/A Single Transaction

40,629.36775 ordinary shares

0.00463%

 

Simon Fraser

(President, AWM and Global Commercial Operations)

PDMR

12.161358

6,041 (of which 1,797 were sold and 4,244 retained)

N/A Single Transaction

38,223.86880 ordinary shares

0.00436%

 

Mizanu Kebede

(Chief Quality & Regulatory Officer)

PDMR

12.161358

712 (of which 269 were sold and 443 retained)

N/A Single Transaction

5,476.65944 ordinary shares

0.00062%

 

Elga Lohler

(Chief HR Officer)

PDMR

12.161358

4,017 (of which 1,586 were sold and 2,431 retained)

N/A Single Transaction

133,315.00000 ordinary shares

0.01519%

 

Vasant Padmanabhan

(President Research & Development and ENT)

PDMR

12.161358

3,250 (of which 1,272 were sold and 1,978 retained)

N/A Single Transaction

89,360.00000 ordinary shares

0.01018%

 

Scott Schaffner

(Executive Vice President and General Manager Sports Medicine)

PDMR

12.161358

2,361 (of which 703 were sold and 1,658 retained)

N/A Single Transaction

64,712.43173 ordinary shares

0.00737%

 

 

* including those held by Persons Closely Associated with the Director/PDMR. All figures in these columns are stated to 5 decimal places where applicable.

 

iv.  FINAL VESTING ON 9 MARCH 2023 OF SUPPLEMENTARY AWARDS GRANTED UNDER THE SMITH & NEPHEW GLOBAL SHARE PLAN 2020 FOR THE 2020 PERFORMANCE SHARE PROGRAMME AWARDS:

 

The awards were granted under the Global Share Plan 2020 on 8 March 2021. A number of Shares were sold to cover taxation obligations arising on the vesting of the awards.

 

The following relates to individuals included in the below notification:

 

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

Final vesting on 9 March 2023 of Supplementary Awards granted under the Smith & Nephew Global Share Plan 2020 for the 2020 Performance Share Programme awards .

Date of Transaction

2023 - 03 - 09

Place of Transaction

London Stock Exchange (XLON)

 

Name

(Position)

 

Status

Price (£)

Volume

Aggregated information

Total Ordinary Share Holding following the transaction *

Total Ordinary Share Holding as a % of the Company's ISC following the transaction *

Helen Barraclough

(Group General Counsel and Company Secretary)

PDMR

12.161358

2,745 (of which 1,295 were sold and 1,450 retained)

N/A Single Transaction

28,733.24771 ordinary shares

0.00327%

 

Bradley Cannon

(President, Orthopaedics & Americas)

PDMR

12.161358

7,406 (of which 2,503 were sold and 4,903 retained)

N/A Single Transaction

118,651.37494 ordinary shares

0.01352%

 

Phil Cowdy

(Chief Corporate Development and Corporate Affairs Officer)

PDMR

12.161358

4,965 (of which 2,342 were sold and 2,623 retained)

N/A Single Transaction

56,218.99309 ordinary shares

0.00641%

 

Myra Eskes

(President APAC and Global Service)

PDMR

12.161358

7,348 (of which 0 were sold and 7,348 retained)

N/A Single Transaction

47,977.36775 ordinary shares

0.00547%

 

Simon Fraser

(President, AWM and Global Commercial Operations)

PDMR

12.161358

6,407 (of which 1,907 were sold and 4,500 retained)

N/A Single Transaction

42,723.86880 ordinary shares

0.00487%

 

Elga Lohler

(Chief HR Officer)

PDMR

12.161358

6,618 (of which 2,614 were sold and 4,004 retained)

N/A Single Transaction

137,319.00000 ordinary shares

0.01565%

 

Vasant Padmanabhan

(President Research & Development and ENT)

PDMR

12.161358

6,409 (of which 2,509 were sold and 3,900 retained)

N/A Single Transaction

93,260.00000 ordinary shares

0.01063%

 

Scott Schaffner

(Executive Vice President and General Manager Sports Medicine)

PDMR

12.161358

3,731 (of which 1,111 were sold and 2,620 retained)

N/A Single Transaction

67,332.43173 ordinary shares

0.00767 %

 

 

* including those held by Persons Closely Associated with the Director/PDMR. All figures in these columns are stated to 5 decimal places where applicable.

 

v.  FINAL VESTING ON 9 MARCH 2023 OF CONDITIONAL SHARE AWARDS MADE UNDER THE GLOBAL SHARE PLAN 2010:

 

The awards were granted under the Global Share Plan 2010 on 9 March 2020. One quarter of the shares vested on 9 March 2021, a further quarter vested on 9 March 2022 and the remainder vested on 9 March 2023. A number of Shares were sold to cover taxation obligations arising on the vesting of the awards.

 

The following relates to individuals included in the below notification:

 

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

Final vesting of a Conditional Share Award granted on 9 March 2020 under the Smith & Nephew Global Share Plan 2010.

Date of Transaction

2023 - 03 - 09

Place of Transaction

London Stock Exchange (XLON)

 

Name

(Position)

 

Status

Price (£)

Volume

Aggregated information

Total Ordinary Share Holding following the transaction *

Total Ordinary Share Holding as a % of the Company's ISC following the transaction *

Bradley Cannon

(President, Orthopaedics & Americas)

PDMR

12.161358

13,091 (of which 4,423 were sold and 8,668 retained)

N/A Single Transaction

127,319.37494 ordinary shares

0.01451%

 

Phil Cowdy

(Chief Corporate Development and Corporate Affairs Officer)

PDMR

12.161358

9,208 (of which 4,343 were sold and 4,865 retained)

N/A Single Transaction

61,083.99309 ordinary shares

0.00696%

 

Myra Eskes

(President APAC and Global Service)

PDMR

12.161358

13,189 (of which 0 were sold and 13,189 retained)

N/A Single Transaction

61,166.36775 ordinary shares

0.00697%

 

Simon Fraser

(President, AWM and Global Commercial Operations)

PDMR

12.161358

11,218 (of which 3,338 were sold and 7,880 retained)

N/A Single Transaction

50,603.86880 ordinary shares

0.00577%

 

Elga Lohler

(Chief HR Officer)

PDMR

12.161358

11,699 (of which 4,620 were sold and 7,079 retained)

N/A Single Transaction

144,398.00000 ordinary shares

0.01645%

 

Vasant Padmanabhan

(President Research & Development and ENT)

PDMR

12.161358

11,221 (of which 4,392 were sold and 6,829 retained)

N/A Single Transaction

100,089.00000 ordinary shares

0.01140%

 

 

* including those held by Persons Closely Associated with the Director/PDMR. All figures in these columns are stated to 5 decimal places where applicable.

 

2.  AWARDS MADE UNDER THE GLOBAL SHARE PLAN 2020

 

On 9 March 2023, 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 8 March 2023 of £12.09.

 

i.  DEFERRED BONUS PLAN AWARDS GRANTED UNDER THE SMITH & NEPHEW GLOBAL SHARE PLAN 2020:

 

A portion of the annual bonus earned by the following PDMRs for performance during the year to 31 December 2022 has been deferred into a share award. These awards will normally vest in equal annual tranches over three years following the award date, subject to continued achievement of objectives and employment. In the event that objectives are not met in any of the three years, the portion of shares due to vest on the following anniversary will lapse. 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 individuals included in the below notification:

 

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

Deferred Bonus Plan awards granted on 9 March 2023 under the Smith & Nephew Global Share Plan 2020.

Date of Transaction

2023 - 03 - 09

Place of Transaction

Grant took place outside a trading venue

 

Name

(Position)

Status

Price (£)

Volume

Aggregated information

Helen Barraclough

(Group General Counsel and Company Secretary)

PDMR

£12.09

5,004

N/A Single Transaction

Bradley Cannon

(President, Orthopaedics & Americas)

PDMR

£12.09

8,226

N/A Single Transaction

Paul Connolly

(President, Global Operations)

PDMR

£12.09

5,670

N/A Single Transaction

Phil Cowdy

(Chief Corporate Development and Corporate Affairs Officer)

PDMR

£12.09

5,392

N/A Single Transaction

Myra Eskes

(President APAC and Global Service)

PDMR

£12.09

18,282

N/A Single Transaction

Mizanu Kebede

(Chief Quality & Regulatory Officer)

PDMR

£12.09

5,798

N/A Single Transaction

Elga Lohler

(Chief HR Officer)

PDMR

£12.09

8,485

N/A Single Transaction

Vasant Padmanabhan

(President Research & Development and ENT)

PDMR

£12.09

6,902

N/A Single Transaction

Alison Parkes

(Chief Compliance Officer)

PDMR

£12.09

2,999

N/A Single Transaction

Scott Schaffner

(Executive Vice President and General Manager Sports Medicine)

PDMR

£12.09

2,771

N/A Single Transaction

 

ii.  PERFORMANCE SHARE PROGRAMME 2023 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 9 March 2026, subject to the achievement of the performance conditions which are measured over the period 1 January 2023 to 31 December 2025 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 9 March 2023 under the Smith & Nephew Global Share Plan 2020.

Date of Transaction

2023 - 03 - 09

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

£12.09

31,116

N/A Single Transaction

Bradley Cannon

(President, Orthopaedics & Americas)

PDMR

£12.09

106,204

N/A Single Transaction

Paul Connolly

(President, Global Operations)

PDMR

£12.09

41,132

N/A Single Transaction

Phil Cowdy

(Chief Corporate Development and Corporate Affairs Officer)

PDMR

£12.09

33,530

N/A Single Transaction

Myra Eskes

(President APAC and Global Service)

PDMR

£12.09

53,129

N/A Single Transaction

Mizanu Kebede

(Chief Quality & Regulatory Officer)

PDMR

£12.09

42,058

N/A Single Transaction

Elga Lohler

(Chief HR Officer)

PDMR

£12.09

51,469

N/A Single Transaction

Deepak Nath

(Chief Executive Officer)

Executive

Director

£12.09

141,874

N/A Single Transaction

Anne-Françoise Nesmes

(Chief Financial Officer)

Executive

Director

£12.09

70,053

N/A Single Transaction

Vasant Padmanabhan

(President Research & Development and ENT)

PDMR

£12.09

50,069

N/A Single Transaction

Alison Parkes

(Chief Compliance Officer)

PDMR

£12.09

9,191

N/A Single Transaction

Scott Schaffner

(Executive Vice President and General Manager Sports Medicine)

PDMR

£12.09

73,676

N/A Single Transaction

 

As explained on page 138 of the 2022 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 138 of the 2022 Annual Report explains how TSR will be measured and defines the calculation of ROIC with reference to the methodology on page 136.

 

The awards are subject to TSR as follows. Details of the two equally weighted peer groups are defined on page 138 of the 2022 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 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 are subject to ROIC as follows:

 

Return on Invested Capital

Year ended 31 December 2025

Award vesting as a % of salary

Below 8.5%

Nil

8.5%

17.2%

9.5%

34.4%

10.5%

68.8%

 

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

 

The awards are subject to Revenue Growth as follows:

 

Revenue Growth

Three years ended 31 December 2025

Award vesting as a % of salary

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 vest on a straight-line basis between these points.

 

The awards are subject to Cumulative Free Cash Flow as follows:

 

Cumulative Free Cash Flow

Three years ended 31 December 2025

Award vesting as a % of salary

Below Threshold

Nil

Threshold (-20% of target)

17.2%

Target - set by reference to our expectations

34.4%

Maximum or above (+10% of target)

68.8%

 

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

 

Revenue Growth and Cumulative Free Cash Flow targets for the three years ended 31 December 2025 for these awards, even though now determined, will not be disclosed until the 2025 Annual Report, when the Remuneration Committee will discuss performance against the targets. 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.

 

3.  AWARDS MADE UNDER THE DEFERRED SHARE BONUS PLAN

 

On 9 March 2023, the following awards of US$0.20 ordinary shares (the "Shares") in Smith & Nephew plc (the "Company") were granted under the Smith & Nephew Deferred Share Bonus Plan. The awards have been made in London and are based on the closing Share price on the London Stock Exchange on 8 March 2023 of £12.09.

 

i. DEFERRED BONUS PLAN AWARDS GRANTED UNDER THE SMITH & NEPHEW DEFERRED SHARE BONUS PLAN:

 

A portion of the annual bonus earned by the following Executive Directors for performance during the year to 31 December 2022 has been deferred into a share award. These awards will vest on 9 March 2026 for the Executive Directors, subject to continued achievement of objectives and employment. The participants will be required to hold the shares after tax, for a further period of two years to 9 March 2028. 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 individuals included in the below notification:

 

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

Deferred Bonus Plan awards granted on 9 March 2023 under the Smith & Nephew plc Deferred Share Bonus Plan.

Date of Transaction

2023 - 03 - 09

Place of Transaction

Grant took place outside a trading venue

 

Name

(Position)

Status

Price (s)

Volume(s)

Aggregated information

Deepak Nath

(Chief Executive Officer)

Executive Director

£12.09

26,014

N/A Single Transaction

Anne-Françoise Nesmes

( Chief Financial Officer)

Executive Director

£12.09

16,877

N/A Single Transaction

 

 

Sarah Carne

Deputy Company Secretary

Smith & Nephew plc

 

Tel: +44 (0)1923 477100

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