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GlaxoSmithKline PLC (GSK)

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Friday 12 February, 2016

GlaxoSmithKline PLC

Director/PDMR Shareholding

RNS Number : 9852O
GlaxoSmithKline PLC
12 February 2016
 

GlaxoSmithKline plc

 

Notification of Transactions of Directors and Persons Discharging Managerial Responsibility

 

Grant of Conditional Share Awards under GlaxoSmithKline Share Plans

 

Conditional Share Awards

On 11 February 2016 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 11 February 2016 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 the three financial years from 1 January 2016 to 31 December 2018. 

 

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. 

 

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.  The free cash flow target represents the operating profit of the business adjusted for non-cash items after deducting the cost or benefit of working capital, capital expenditure and taxation, and after adding back planned restructuring costs for the period of £2.3bn which are being separately funded from retained divestment proceeds.  In order to incentivise management to deliver the restructuring at or below those planned costs, any overspend or underspend versus the £2.3bn will then translate into an adjustment in determining adjusted free cash flow performance relative to target.

 

The adjustments to free cash flow, used to set the target for the purpose of the performance measure, include legal settlements, special pension contributions, foreign exchange, divestments and acquisitions.  The measure post-adjustment is the "adjusted free cash flow".

 

This element of the award will vest as follows:

 

Performance Level

Adjusted Free Cash Flow (£billions)

 

Proportion  Vesting

%

Below threshold

< £ 11.6bn

0%

Threshold

£ 11.6bn

25%


£ 12.0bn

50%


£ 13.2bn

75%

Maximum

£ 13.8bn

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 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.

 



 


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

72,168

164,017

Mr S Dingemans*

Nil

31,755

72,171

Mr R Connor

Nil

17,268

39,244

Mr N Hirons

Nil

7,123

16,188

Mr A Hussain

Nil

34,535

78,489

Mr D Redfern

Nil

12,519

28,452

Ms C Thomas

Nil

15,757

35,810

Mr P Thomson

Nil

9,065

20,603

Dr P Vallance

Nil

36,694

83,394

Ms E Walmsley

Nil

29,571

67,206

ADS

Dr M Slaoui*

Nil

23,278

52,905

Mr D Troy

Nil

14,618

33,222

* 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

82,009

328,035

Mr S Dingemans*

Nil

36,085

144,341

Mr R Connor

Nil

19,622

78,489

Mr N Hirons

Nil

8,094

32,377

Mr A Hussain

Nil

39,245

156,978

Mr D Redfern

Nil

14,226

56,904

Ms C Thomas

Nil

17,905

71,621

Mr P Thomson

Nil

10,302

41,207

Dr P Vallance

Nil

41,697

166,789

Ms E Walmsley

Nil

33,603

134,412

ADS

Dr M Slaoui*

Nil

26,452

105,809

Mr D Troy

Nil

16,611

66,445

* Denotes an Executive Director



 

Subject to the below qualification regarding the awards to Executive Directors, 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.

 

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.

 

All of the above conditional awards were made on 11 February 2016 and were determined, in accordance with the PSP rules, using an Ordinary Share price of £13.59, being the closing price quoted on the London Stock Exchange on 10 February 2016 and an ADS price of $39.13, the closing price quoted on the New York Stock Exchange on 10 February 2016.

 

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 Ordinary Shares or ADSs 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 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 against 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 deferred a proportion of their bonus into the DABP in respect of the 2015 bonus that they have earned on a gross or pre-tax basis. The following awards are gross of tax:

 

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*

40,003


Mr S Dingemans*

36,381


Dr M Slaoui*


20,854

Mr R Connor

9,359


Mr N Hirons

13,452


Mr A Hussain

31,788


Mr D Redfern

17,120


Ms C Thomas

25,046


Mr P Thomson

7,662


Mr D Troy


14,760

Dr P Vallance

29,462


Ms E Walmsley

27,549


* Denotes an Executive Director


 

Matching Awards

 

 


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

5,867

13,334

Mr S Dingemans*

Nil

5,336

12,127

Mr R Connor

Nil

1,373

3,120

Mr N Hirons

Nil

1,973

4,484

Mr A Hussain

Nil

4,662

10,596

Mr D Redfern

Nil

2,511

5,707

Ms C Thomas

Nil

3,673

8,349

Mr P Thomson

Nil

1,124

2,554

Dr P Vallance

Nil

4,321

9,821

Ms E Walmsley

Nil

4,041

9,183

ADS

Dr M Slaoui*

Nil

3,059

6,951

Mr D Troy

Nil

2,165

4,920

* 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

6,667

26,669

Mr S Dingemans*

Nil

6,064

24,254

Mr R Connor

Nil

1,560

6,239

Mr N Hirons

Nil

2,242

8,968

Mr A Hussain

Nil

5,298

21,192

Mr D Redfern

Nil

2,853

11,413

Ms C Thomas

Nil

4,174

16,697

Mr P Thomson

Nil

1,277

5,108

Dr P Vallance

Nil

4,910

19,641

Ms E Walmsley

Nil

4,592

18,366

ADS

Dr M Slaoui*

Nil

3,476

13,903

Mr D Troy

Nil

2,460

9,840

* 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 11 February 2016. The awards made were determined, using an Ordinary Share price of £13.59 the closing price quoted on the London Stock Exchange on 10 February 2016 and an ADS price of $39.13 the closing price quoted on the New York Stock Exchange on 10 February 2016.

 

The Company, Executive Directors and PDMRs were advised of these transactions on 12 February 2016.

 

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

 

V A Whyte

Company Secretary

 

12 February 2016


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