UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2024
Commission File Number 001-15170
GSK plc
(Translation of registrant's name into English)
980 Great West Road, Brentford, Middlesex, TW8 9GS
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F . . . .X. . . . Form 40-F . . . . . . . .
GSK plc (the 'Company')
2024 Performance Share Plan Award and 2024 Performance Measures
2024 Performance Share Plan Award
On 8 February 2024, the Company granted conditional share awards to the Persons Discharging Managerial Responsibilities ('PDMRs') and their Persons Closely Associated ('PCAs') listed below under the GlaxoSmithKline 2017 Performance Share Plan ('the Plan'). The Plan was approved by shareholders on 4 May 2017 and allows a performance-related opportunity in the form of conditional awards to be granted to senior executives in the Group, including the Executive Directors and other PDMRs.
Under the terms of the Plan, 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.
2024 Performance Measures
In accordance with the Remuneration Policy and company growth focus, the awards will be based on the following five measures:
| Performance Measure | Proportion of each award |
Relative Total Shareholder Return (TSR) | 30% |
Total Sales Growth | 20% |
Adjusted Operating Profit Growth | 20% |
Pipeline Progress | 20% |
ESG: Environment | 10% |
The performance period for the awards is the three financial years from 1 January 2024 to 31 December 2026.
Relative TSR measure
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 ten (10) companies including the Company). This TSR comparator group remains unchanged. The companies in the TSR comparator group are AstraZeneca, Bristol-Myers Squibb, Eli Lilly, Johnson & Johnson, Merck & Co, Novartis, Pfizer, Roche Holdings, Sanofi and GSK.
In a group of 10 companies, the median (position 5.5) falls between two companies. The vesting schedule for the 2024 awards is as follows:
| Ranking position | Vesting Schedule |
1st, 2nd or 3rd | 100% |
4th | 70% |
| 5th | 40% |
| Median (Threshold vesting) | 25% |
| 6th or below | 0% |
Total Sales & Profit measures
The Total Sales and Profit measures recognise the importance of the commercial ambitions in our Investor Update ('IU') and the Committee has set targets that reinforce those commitments. The targets for the Total Sales and Profit measures are of their nature commercially sensitive at the time of grant. At the end of the performance period, we will provide full disclosure of what has been achieved. Reflecting our growth agenda, the Threshold for vesting for both measures is 99% of target.
Both the Total Sales and Profit measures in the 2024 award will vest as follows:
| | Performance vs Target | Proportion Vesting |
| Below Threshold | <99% of Target | Nil |
| Threshold | 99% of Target | 25% |
| Target | 100% of Target | 50% |
| | 103% of Target | 75% |
| Maximum | 105% of Target | 100% |
The proportions vesting between the above vesting levels will be calculated on a straight-line basis.
Pipeline Progress measure
The Pipeline Progress measure, introduced in 2020, reflects our emphasis on Innovation and seeks to reward acceleration and strengthening of the pipeline. The measure is based on two equally weighted elements of our key assets or indications:
| Proportion of award | Pipeline Progress - Sub-measure |
| 10% | Pivotal trial starts, which focus mainly on phase III registrational trial starts, but may also include phase II starts (for example, in oncology) |
| 10% | Major regulatory approval milestones |
Points will be allocated to the successful assets in each sub-measure based upon their forecast commercial value (peak year sales) at the end of the performance period.
The points vesting scales for these sub-measures of the 2024 award will be published as part of the 2023 Annual Report.
Due to commercial sensitivity, the Remuneration Committee remains of the view that the Pipeline Progress measure targets cannot be published at the time of grant. At the end of the performance period we will provide full disclosure of what has been achieved, in terms of both milestones and aggregate points, along with a narrative commentary on performance.
ESG: Environment measure
The ESG Environment measure was introduced in 2022, based upon our Trust priority and goal of having a Nature Net Positive and Climate Net Zero impact by 2030, details of which are provided on our website. The ESG Environment measure includes six key performance indicators (KPIs), three towards our Climate ambitions and three towards our Nature ambitions. To achieve 75% vesting, all six measures must have met their targets by the end of 2026. To achieve 100% vesting, two of the six measures, at least one in Climate and one in Nature, must have exceeded their targets six months in advance of target date or as over delivery of the target performance level.
Notes
1. 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.
2. The PDMRs in the transaction notifications below were each granted a conditional award under the terms of the GlaxoSmithKline 2017 Performance Share Plan. Awards granted are of Ordinary Shares or ADS.
3. 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.
4. For Executive Directors, the award is subject to an additional vesting period of two years (the 'Holding Period') from the normal vesting date, i.e. five years in total. During the additional Holding Period, the relevant Ordinary Shares or ADS would only be forfeited in the event that the Executive Director was terminated for cause, and the Ordinary Shares or ADS will continue to carry rights to dividend equivalents.
Transaction notification
| 1. | Details of PDMR/person closely associated with them ('PCA') |
| a) | Name | Emma Walmsley |
| b) | Position/status | Chief Executive Officer |
| c) | Initial notification/amendment | Initial notification |
| 2. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | GSK plc |
| b) | LEI | 5493000HZTVUYLO1D793 |
| 3. | 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 transaction(s) has been conducted |
| a) | Description of the financial instrument | Ordinary shares of 31 ¼ pence each ('Ordinary Shares') ISIN: GB00BN7SWP63 |
| b) | Nature of the transaction | A conditional award of Ordinary Shares under the Company's 2017 Performance Share Plan |
| c) | Price(s) and volume(s) | | Price(s) | Volume(s) | |
| | £16.726 | 468,449 | |
| d) | Aggregated information | N/A (single transaction) |
Aggregated volume Price | |
| e) | Date of the transaction | 2024-02-08 |
| f) | Place of the transaction | N/A |
| 1. | Details of PDMR/person closely associated with them ('PCA') |
| a) | Name | Julie Brown |
| b) | Position/status | Chief Financial Officer |
| c) | Initial notification/amendment | Initial notification |
| 2. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | GSK plc |
| b) | LEI | 5493000HZTVUYLO1D793 |
| 3. | 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 transaction(s) has been conducted |
| a) | Description of the financial instrument | Ordinary shares of 31 ¼ pence each ('Ordinary Shares') ISIN: GB00BN7SWP63 |
| b) | Nature of the transaction | A conditional award of Ordinary Shares under the Company's 2017 Performance Share Plan |
| c) | Price(s) and volume(s) | | Price(s) | Volume(s) | |
| | £16.726 | 236,763 | |
| d) | Aggregated information | N/A (single transaction) |
Aggregated volume Price | |
| e) | Date of the transaction | 2024-02-08 |
| f) | Place of the transaction | N/A |
| 1. | Details of PDMR/person closely associated with them ('PCA') |
| a) | Name | Diana Conrad |
| b) | Position/status | Chief People Officer |
| c) | Initial notification/amendment | Initial notification |
| 2. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | GSK plc |
| b) | LEI | 5493000HZTVUYLO1D793 |
| 3. | 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 transaction(s) has been conducted |
| a) | Description of the financial instrument | Ordinary shares of 31 ¼ pence each ('Ordinary Shares') ISIN: GB00BN7SWP63 |
| b) | Nature of the transaction | A conditional award of Ordinary Shares under the Company's 2017 Performance Share Plan |
| c) | Price(s) and volume(s) | | Price(s) | Volume(s) | |
| | £16.726 | 98,326 | |
| d) | Aggregated information | N/A (single transaction) |
Aggregated volume Price | |
| e) | Date of the transaction | 2024-02-08 |
| f) | Place of the transaction | N/A |
| 1. | Details of PDMR/person closely associated with them ('PCA') |
| a) | Name | James Ford |
| b) | Position/status | SVP and Group General Counsel, Legal and Compliance |
| c) | Initial notification/amendment | Initial notification |
| 2. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | GSK plc |
| b) | LEI | 5493000HZTVUYLO1D793 |
| 3. | 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 transaction(s) has been conducted |
| a) | Description of the financial instrument | Ordinary shares of 31 ¼ pence each ('Ordinary Shares') ISIN: GB00BN7SWP63 |
| b) | Nature of the transaction | A conditional award of Ordinary Shares under the Company's 2017 Performance Share Plan |
| c) | Price(s) and volume(s) | | Price(s) | Volume(s) | |
| | £16.726 | 161,390 | |
| d) | Aggregated information | N/A (single transaction) |
Aggregated volume Price | |
| e) | Date of the transaction | 2024-02-08 |
| f) | Place of the transaction | N/A |
| 1. | Details of PDMR/person closely associated with them ('PCA') |
| a) | Name | Sally Jackson |
| b) | Position/status | SVP, Global Communications and CEO Office |
| c) | Initial notification/amendment | Initial notification |
| 2. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | GSK plc |
| b) | LEI | 5493000HZTVUYLO1D793 |
| 3. | 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 transaction(s) has been conducted |
| a) | Description of the financial instrument | Ordinary shares of 31 ¼ pence each ('Ordinary Shares') ISIN: GB00BN7SWP63 |
| b) | Nature of the transaction | A conditional award of Ordinary Shares under the Company's 2017 Performance Share Plan |
| c) | Price(s) and volume(s) | | Price(s) | Volume(s) | |
| | £16.726 | 67,846 | |
| d) | Aggregated information | N/A (single transaction) |
Aggregated volume Price | |
| e) | Date of the transaction | 2024-02-08 |
| f) | Place of the transaction | N/A |
| 1. | Details of PDMR/person closely associated with them ('PCA') |
| a) | Name | Luke Miels |
| b) | Position/status | Chief Commercial Officer |
| c) | Initial notification/amendment | Initial notification |
| 2. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | GSK plc |
| b) | LEI | 5493000HZTVUYLO1D793 |
| 3. | 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 transaction(s) has been conducted |
| a) | Description of the financial instrument | Ordinary shares of 31 ¼ pence each ('Ordinary Shares') ISIN: GB00BN7SWP63 |
| b) | Nature of the transaction | A conditional award of Ordinary Shares under the Company's 2017 Performance Share Plan |
| c) | Price(s) and volume(s) | | Price(s) | Volume(s) | |
| | £16.726 | 248,092 | |
| d) | Aggregated information | N/A (single transaction) |
Aggregated volume Price | |
| e) | Date of the transaction | 2024-02-08 |
| f) | Place of the transaction | N/A |
| 1. | Details of PDMR/person closely associated with them ('PCA') |
| a) | Name | Shobie Ramakrishnan |
| b) | Position/status | Chief Digital and Technology Officer |
| c) | Initial notification/amendment | Initial notification |
| 2. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | GSK plc |
| b) | LEI | 5493000HZTVUYLO1D793 |
| 3. | 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 transaction(s) has been conducted |
| a) | Description of the financial instrument | American Depositary Shares ('ADS') ISIN: US37733W2044 |
| b) | Nature of the transaction | A conditional award of ADS under the Company's 2017 Performance Share Plan |
| c) | Price(s) and volume(s) | | Price(s) | Volume(s) | |
| | $42.02 | 57,636 | |
| d) | Aggregated information | N/A (single transaction) |
Aggregated volume Price | |
| e) | Date of the transaction | 2024-02-08 |
| f) | Place of the transaction | N/A |
| 1. | Details of PDMR/person closely associated with them ('PCA') |
| a) | Name | David Redfern |
| b) | Position/status | President, Corporate Development |
| c) | Initial notification/amendment | Initial notification |
| 2. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | GSK plc |
| b) | LEI | 5493000HZTVUYLO1D793 |
| 3. | 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 transaction(s) has been conducted |
| a) | Description of the financial instrument | Ordinary shares of 31 ¼ pence each ('Ordinary Shares') ISIN: GB00BN7SWP63 |
| b) | Nature of the transaction | A conditional award of Ordinary Shares under the Company's 2017 Performance Share Plan |
| c) | Price(s) and volume(s) | | Price(s) | Volume(s) | |
| | £16.726 | 172,957 | |
| d) | Aggregated information | N/A (single transaction) |
Aggregated volume Price | |
| e) | Date of the transaction | 2024-02-08 |
| f) | Place of the transaction | N/A |
| 1. | Details of PDMR/person closely associated with them ('PCA') |
| a) | Name | Regis Simard |
| b) | Position/status | President, Global Supply Chain |
| c) | Initial notification/amendment | Initial notification |
| 2. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | GSK plc |
| b) | LEI | 5493000HZTVUYLO1D793 |
| 3. | 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 transaction(s) has been conducted |
| a) | Description of the financial instrument | Ordinary shares of 31 ¼ pence each ('Ordinary Shares') ISIN: GB00BN7SWP63 |
| b) | Nature of the transaction | A conditional award of Ordinary Shares under the Company's 2017 Performance Share Plan |
| c) | Price(s) and volume(s) | | Price(s) | Volume(s) | |
| | £16.726 | 174,970 | |
| d) | Aggregated information | N/A (single transaction) |
Aggregated volume Price | |
| e) | Date of the transaction | 2024-02-08 |
| f) | Place of the transaction | N/A |
| 1. | Details of PDMR/person closely associated with them ('PCA') |
| a) | Name | Philip Thomson |
| b) | Position/status | President, Global Affairs |
| c) | Initial notification/amendment | Initial notification |
| 2. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | GSK plc |
| b) | LEI | 5493000HZTVUYLO1D793 |
| 3. | 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 transaction(s) has been conducted |
| a) | Description of the financial instrument | Ordinary shares of 31 ¼ pence each ('Ordinary Shares') ISIN: GB00BN7SWP63 |
| b) | Nature of the transaction | A conditional award of Ordinary Shares under the Company's 2017 Performance Share Plan |
| c) | Price(s) and volume(s) | | Price(s) | Volume(s) | |
| | £16.726 | 79,771 | |
| d) | Aggregated information | N/A (single transaction) |
Aggregated volume Price | |
| e) | Date of the transaction | 2024-02-08 |
| f) | Place of the transaction
| N/A |
| 1. | Details of PDMR/person closely associated with them ('PCA') |
| a) | Name | Deborah Waterhouse |
| b) | Position/status | CEO, ViiV Healthcare and President, GSK Global Health |
| c) | Initial notification/amendment | Initial notification |
| 2. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | GSK plc |
| b) | LEI | 5493000HZTVUYLO1D793 |
| 3. | 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 transaction(s) has been conducted |
| a) | Description of the financial instrument | Ordinary shares of 31 ¼ pence each ('Ordinary Shares') ISIN: GB00BN7SWP63 |
| b) | Nature of the transaction | A conditional award of Ordinary Shares under the Company's 2017 Performance Share Plan |
| c) | Price(s) and volume(s) | | Price(s) | Volume(s) | |
| | £16.726 | 164,524 | |
| d) | Aggregated information | N/A (single transaction) |
Aggregated volume Price | |
| e) | Date of the transaction | 2024-02-08 |
| f) | Place of the transaction | N/A |
| 1. | Details of PDMR/person closely associated with them ('PCA') |
| a) | Name | Anthony Wood |
| b) | Position/status | Chief Scientific Officer |
| c) | Initial notification/amendment | Initial notification |
| 2. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | GSK plc |
| b) | LEI | 5493000HZTVUYLO1D793 |
| 3. | 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 transaction(s) has been conducted |
| a) | Description of the financial instrument | Ordinary shares of 31 ¼ pence each ('Ordinary Shares') ISIN: GB00BN7SWP63 |
| b) | Nature of the transaction | A conditional award of Ordinary Shares under the Company's 2017 Performance Share Plan |
| c) | Price(s) and volume(s) | | Price(s) | Volume(s) | |
| | £16.726 | 221,977 | |
| d) | Aggregated information | N/A (single transaction) |
Aggregated volume Price | |
| e) | Date of the transaction | 2024-02-08 |
| f) | Place of the transaction | N/A |
| 1. | Details of PDMR/person closely associated with them ('PCA') |
| a) | Name | Victoria Whyte |
| b) | Position/status | Company Secretary |
| c) | Initial notification/amendment | Initial notification |
| 2. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | GSK plc |
| b) | LEI | 5493000HZTVUYLO1D793 |
| 3. | 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 transaction(s) has been conducted |
| a) | Description of the financial instrument | Ordinary shares of 31 ¼ pence each ('Ordinary Shares') ISIN: GB00BN7SWP63 |
| b) | Nature of the transaction | A conditional award of Ordinary Shares under the Company's 2017 Performance Share Plan |
| c) | Price(s) and volume(s) | | Price(s) | Volume(s) | |
| | £16.726 | 11,800 | |
| d) | Aggregated information | N/A (single transaction) |
Aggregated volume Price | |
| e) | Date of the transaction | 2024-02-08 |
| f) | Place of the transaction
| N/A |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorised.
| | GSK plc |
| | (Registrant) |
| | |
| Date: February 12, 2024 | |
| | |
| | By:/s/ VICTORIA WHYTE -------------------------- |
| | |
| | Victoria Whyte |
| | Authorised Signatory for and on |
| | behalf of GSK plc |
