SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934
May 23, 2022
Commission File Number 001-14978
SMITH & NEPHEW plc |
(Registrant’s name) |
Building 5, Croxley Park,
Hatters Lane, Watford,
Hertfordshire, WD18 8YE, England
(Address of registrant’s principal executive offices)
[Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.]
Form 20-F ☒ Form 40-F
[Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1).]
Yes ☐ No ☒
[Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7).]
Yes ☐ No ☒
[Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing information to the Commission pursuant to Rule 12g3-2 (b) under the Securities Exchange Act of 1934.]
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2 (b) : 82- n/a.
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 |
| 2 |
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 |
| 3 |
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% |
| 4 |
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
| 5 |
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 authorized.
Smith & Nephew Plc (Registrant) | |||
Date: May 23, 2022 | By: | /s/ Helen Barraclough | |
|
| Helen Barraclough | |
| Company Secretary | |||
| 6 |
