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GlaxoSmithKline PLC (GSK)

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Thursday 13 February, 2014

GlaxoSmithKline PLC

Director/PDMR Shareholding

RNS Number : 0565A
GlaxoSmithKline PLC
13 February 2014
 



Notification of Transactions of Directors and Persons Discharging Managerial Responsibility

 

Grant of Conditional Share Awards under GlaxoSmithKline Share Plans

 

Conditional Share Awards

On 12 February 2014 the Company granted conditional share awards to Executive Directors and Persons Discharging Managerial Responsibility (PDMRs) under the GlaxoSmithKline 2009 Performance Share Plan and the GlaxoSmithKline 2009 Deferred Annual Bonus Plan.

 

2009 Performance Share Plan

The 2009 Performance Share Plan (PSP) was approved by shareholders on 20 May 2009, and allows a performance-related opportunity in the form of conditional awards to be made to senior executives in the Group, including the Executive Directors.

 

Under the terms of the PSP, conditional awards are granted over a specific number of Ordinary Shares 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.

 

The PSP awards made on 12 February 2014 are based on three equally weighted performance measures:

 

Key strategic priorities

Performance Measure

Proportion  of each award

Deliver value to shareholders

Total Shareholder Return (TSR)

1/3rd

Simplify the operating model

Adjusted free cash flow

1/3rd

Deliver more products of value

Research & Development (R&D) new product performance

1/3rd

 

The performance period for the awards is three financial years from 1 January 2014 to 31 December 2016.       

 

TSR measure

One third of each conditional award is based on relative TSR.  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 10 companies including the Company). The vesting schedule is based on delivering 30% vesting for achieving median performance.  However, in a group of 10 companies, the median (position 5.5) falls between two companies. Therefore, 0% will vest if the Company's TSR is ranked 6th and 44% will vest if its TSR is ranked 5th, i.e. above median, in the comparator group.  The maximum amount will vest for this element, if the Company's TSR is ranked in positions 1, 2 or 3.

 

The companies in the TSR comparator group are AstraZeneca, Bristol-Myers Squibb, Eli Lilly, Johnson & Johnson, Merck, Novartis, Pfizer, Roche Holdings, Sanofi and GlaxoSmithKline.

 

Adjusted free cash flow measure

One third of each conditional award is based on adjusted free cash flow.  This element of the award will vest as follows:

 

 

 


Adjusted free cash flow performance

% vesting

Below threshold

< £ 13.68bn

0%

Threshold

£ 13.68bn

25%


£ 14.10bn

50%


£ 15.51bn

75%

Maximum

£ 16.22bn

100%

 

 

R&D new product measure

One third of each conditional award is based on R&D new product performance.  Due to commercial sensitivity, the Remuneration Committee has decided that the R&D new product target cannot be published at the time of grant.  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. 

 

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.

 

The Executive Directors or PDMRs in the tables below were each granted a conditional award under the terms of the PSP. Awards granted are of Ordinary Shares or ADS. The table below shows the number of Ordinary Shares or ADS which can potentially vest in respect of this incentive opportunity.

 

Dividends will accrue on the conditional award of Ordinary Shares or ADS during the performance period, but 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.

 


Number of Ordinary Shares/ADS potentially vesting in respect of the element of the award subject to the TSR measure

(N.B. One ADS represents two Ordinary Shares) 

 

Ordinary Shares

6th position or below

5th position

Maximum

Sir Andrew Witty*

Nil

58,236

132,355

Mr S Dingemans*

Nil

25,627

58,243

Mr R Connor

Nil

11,783

26,780

Mr A Hussain

Nil

23,790

54,068

Mr D Redfern

Nil

8,459

19,225

Ms C Thomas

Nil

12,069

27,429

Mr P Thomson

Nil

5,756

13,082

Dr P Vallance

Nil

25,995

59,079

Ms E Walmsley

Nil

15,140

34,408

ADS

Dr M Slaoui*

Nil

16,405

37,284

Ms D Connelly

Nil

6,893

15,666

Mr W Louv

Nil

4,812

10,937

Mr D Troy

Nil

10,168

23,109

* Denotes an Executive Director

 

 


Number of Ordinary Shares/ADS potentially vesting in respect of the element of the award subject to the adjusted free cash flow and R&D new product measures

(N.B. One ADS represents two Ordinary Shares) 

Ordinary Shares

Below threshold

 

At threshold

Maximum

Sir Andrew Witty*

Nil

66,178

264,711

Mr S Dingemans*

Nil

29,122

116,486

Mr R Connor

Nil

13,390

53,560

Mr A Hussain

Nil

27,034

108,135

Mr D Redfern

Nil

9,612

38,449

Ms C Thomas

Nil

13,715

54,859

Mr P Thomson

Nil

6,541

26,163

Dr P Vallance

Nil

29,539

118,157

Ms E Walmsley

Nil

17,204

68,817

ADS

Dr M Slaoui*

Nil

18,642

74,567

Ms D Connelly

Nil

7,833

31,332

Mr W Louv

Nil

5,468

21,873

Mr D Troy

Nil

11,555

46,219

* Denotes an Executive Director

 

Subject to the below qualification regarding the award to Sir Andrew Witty, the vesting date for these conditional awards will be the date, following the end of the three year performance period, on which the Remuneration Committee determines the extent to which the performance conditions have been achieved or such other later date as determined by the Remuneration Committee.

 

In the case of the award to Sir Andrew Witty, the vesting date for 75% of the overall award will be as set out above.  The remaining 25% of the award will be subject to an additional vesting period of two years following the end of the performance period, during which the relevant Ordinary Shares would only be forfeited in the event that Sir Andrew Witty was terminated for cause.

 

All of the above conditional awards were made on 12 February 2014 and were determined, in accordance with the PSP rules, using an Ordinary Share price of £16.43, being the closing price quoted on the London Stock Exchange and an ADS price of US$54.17, the closing price quoted on the New York Stock Exchange on 11 February 2014.

 

 

 

 

2009 Deferred Annual Bonus Plan

 

The 2009 Deferred Annual Bonus Plan (DABP) was approved by shareholders on 20 May 2009, and allows a performance related opportunity in the form of conditional awards to be made to eligible employees. 

 

All Executive Directors and Corporate Executive Team (CET) members are required to defer 25% of any bonus earned into shares and may choose to invest up to an additional 25% (i.e. up to a maximum of 50%) (Deferred Bonus Award).

 

The Company will match Ordinary Shares or ADS up to one-for-one depending on the achievement of performance targets (Matching Award).  The performance measures, vesting schedules and performance period for the Matching Award will be the same as for the PSP awards described above.

 

The awards of Deferred and Matching shares have been granted as nil-cost options over Ordinary Shares for UK, Belgium and Singapore based pre-tax participants and conditional awards over ADS for US pre-tax participants. The percentage of Matching shares that ultimately vests will be dependent on the achievement of the performance targets.

 

Dividends accrue on the Deferred shares during the performance period. Dividends also accrue on the conditionally awarded Matching shares during the performance period, but will only vest to the extent that the Matching shares themselves vest at the end of the relevant performance period. These dividends are not included in the figures below.

 

The following individuals have invested a proportion of their bonus in the DABP in respect of the 2013 bonus that they have earned on a gross or pre-tax basis. The following awards are gross of tax. The post-tax DABP awards will be the subject of a separate announcement following the date of the bonus payment:

 

Deferred Bonus Awards

 


Number of Ordinary Shares/ADS potentially vesting in respect of the Deferred Bonus Award

(N.B. One ADS represents two Ordinary Shares)


Number of Ordinary Shares subject to Deferred Bonus Award

Number of ADS subject to Deferred Bonus Award


Sir Andrew Witty*

57,060


Mr S Dingemans*

18,876


Dr M Slaoui*


18,214

Mr S Bicknell

3,615


Ms D Connelly


4,602

Mr R Connor

11,169


Mr Abbas Hussain

8,193


Mr W Louv


4,801

Mr D Redfern

10,187


Ms C Thomas

6,322


Mr P Thomson

3,808


Mr D Troy


7,374

Dr P Vallance

22,588


Ms E Walmsley

12,496


* Denotes an Executive Director

 

Matching Award

 


Number of Ordinary Shares/ADS potentially vesting in respect of the element of the Matching Award subject to the TSR measure

(N.B. One ADS represents two Ordinary Shares) 

Ordinary Shares

6th position or below

5th position

Maximum

Sir Andrew Witty*

Nil

8,369

19,020

Mr S Dingemans*

Nil

2,768

6,292

Mr S Bicknell

Nil

530

1,205

Mr R Connor

Nil

1,638

3,723

Mr A Hussain

Nil

1,202

2,731

Mr D Redfern

Nil

1,494

3,396

Ms C Thomas

Nil

927

2,107

Mr P Thomson

Nil

559

1,269

Dr P Vallance

Nil

3,313

7,529

Ms E Walmsley

Nil

1,833

4,165

ADS

Dr M Slaoui*

Nil

2,671

6,071

Ms D Connelly

Nil

675

1,534

Mr W Louv

Nil

704

1,600

Mr D Troy

Nil

1,082

2,458

* Denotes an Executive Director

 


Number of Ordinary Shares/ADS potentially vesting in respect of the element of the Matching Award subject to the adjusted free cash flow and R&D new product measures

(N.B. One ADS represents two Ordinary Shares) 

Ordinary Shares

Below threshold

 

At threshold

Maximum

Sir Andrew Witty*

Nil

9,510

38,040

Mr S Dingemans*

Nil

3,146

12,584

Mr S Bicknell

Nil

603

2,410

Mr R Connor

Nil

1,862

7,446

 Mr A Hussain

Nil

1,366

5,462

Mr D Redfern

Nil

1,698

6,791

Ms C Thomas

Nil

1,054

4,215

Mr P Thomson

Nil

635

2,539

Dr P Vallance

Nil

3,765

15,059

Ms E Walmsley

Nil

2,083

8,331

ADS

Dr M Slaoui*

Nil

3,036

12,143

Ms D Connelly

Nil

767

3,068

Mr W Louv

Nil

800

3,201

Mr D Troy

Nil

1,229

4,916

* Denotes an Executive Director

The vesting date for these conditional awards will be the later of the date, following the end of the three year performance period, on which the Remuneration Committee determines the extent to which the performance measures have been achieved, the third anniversary of the Award Date or such other later date as determined by the Remuneration Committee.

 

All of the above conditional awards were made on 12 February 2014. The awards made were determined, using an Ordinary Share price of £16.43 the closing price quoted on the London Stock Exchange and an ADS price of US $54.17, the closing price quoted on the New York Stock Exchange on 11 February 2014.

 

The Company, Executive Directors and PDMRs were advised of these transactions on 13 February 2014.

 

This notification is made in accordance with Disclosure and Transparency Rule 3.1.4R(1)(a).

 

Sonja Arsenić

Corporate Secretariat

 

13 February 2014


This information is provided by RNS
The company news service from the London Stock Exchange
 
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