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Smith & Nephew PLC Remuneration Information 2023
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Remuneration Information
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National Storage Mechanism | Additional information 
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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