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Smith & Nephew Plc (SN.)

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Monday 23 May, 2022

Smith & Nephew Plc

Director/PDMR Shareholding

RNS Number : 4963M
Smith & Nephew Plc
23 May 2022
 

SMITH & NEPHEW PLC

 

23 May 2022

 

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.

 

On 20 May 2022 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 19 May 2022 of £12.58.

 

1.    PERFORMANCE SHARE PROGRAMME 2022 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 20 May 2025 for the Executive Directors and 9 March 2025 for the other participants, subject to the achievement of the performance conditions which are measured over the period 1 January 2022 to 31 December 2024 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 20 May 2022 under the Smith & Nephew Global Share Plan 2020.

Date of Transaction

2022 - 05 - 20

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

12.58

29,904

N/A Single Transaction

Bradley Cannon

(President Orthopaedics, Sports Medicine & ENT and Americas)

PDMR

12.58

97,099

N/A Single Transaction

Peter Coenen

(President EMEA Region)

PDMR

12.58

41,392

N/A Single Transaction

Paul Connolly

(President Global Operations)

PDMR

12.58

37,606

N/A Single Transaction

Phil Cowdy

(Chief Business Development & Corporate Affairs Officer)

PDMR

12.58

32,224

N/A Single Transaction

Myra Eskes

(President APAC Region)

PDMR

12.58

47,524

N/A Single Transaction

Simon Fraser

(President Advanced Wound Management and Global Commercial Operations)

PDMR

12.58

77,969

N/A Single Transaction

Mizanu Kebede

(Chief Quality & Regulatory Affairs Officer)

PDMR

12.58

38,452

N/A Single Transaction

Elga Lohler

(Chief HR Officer)

PDMR

12.58

47,057

N/A Single Transaction

Deepak Nath

(Chief Executive Officer)

Executive

Director

12.58

129,711

N/A Single Transaction

Anne-Françoise Nesmes

(Chief Financial Officer)

Executive

Director

12.58

67,324

N/A Single Transaction

Vasant Padmanabhan

(President Research & Development)

PDMR

12.58

45,776

N/A Single Transaction

Alison Parkes

(Chief Compliance Officer)

PDMR

12.58

8,403

N/A Single Transaction

 

As explained on page 127 of the 2021 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 127 of the 2021 Annual Report explains how TSR will be measured and defines the calculation of ROIC with reference to the methodology on page 126.

 

The awards subject to TSR will vest as follows. The two equally weighted peer groups are defined on page 127 of the 2021 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 will 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 subject to ROIC will vest as follows:

 

Return on Invested Capital

Year ended 31 December 2024

Award vesting as a % of salary

Below 8.0%

Nil

8.0%

17.2%

9.0%

34.4%

10.5%

68.8%

 

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

 

The awards subject to Revenue Growth will vest as follows:

 

Revenue Growth

Three years ended 31 December 2024

Award vesting as a % of salary

Below Threshold

Nil

Threshold (-5% of target)

17.2%

Target - set by reference to our expectations

34.4%

Maximum or above (+5% of target)

68.8%

 

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

 

Revenue Growth targets for the three years ended 31 December 2024 for these awards, even though now determined, will not be disclosed until the 2024 Annual Report, when the Remuneration Committee will discuss performance against the target. 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.

 

The awards subject to Cumulative Free Cash Flow will vest as follows: 

 

Cumulative Free Cash Flow

Three years ended 31 December 2024

Award vesting as % of salary

Below $1,535m

Nil

$1,535m

17.2%

$1,913m

34.4%

$2,104m

68.8%

 

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

 

Sarah Carne 

Deputy Company Secretary

Smith & Nephew plc

 

Tel: +44 (0)1923 477100

 

 

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