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
March 11, 2024
Commission File Number 001-14978
SMITH & NEPHEW plc
(Registrant’s name)
Building 5, Croxley Park, Hatters Lane
Watford, England, WD18 8YE
(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 a Form 40-F __
SMITH & NEPHEW PLC
11 March 2024
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. AWARDS MADE UNDER THE DEFERRED SHARE BONUS PLAN
On 8 March 2024, the following awards of US$0.20 ordinary shares (the "Shares") in Smith & Nephew plc (the "Company") were granted under the Company's 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 7 March 2024 of £10.875.
A portion (50%) of the annual bonus earned by the following Executive Directors for performance during the year to 31 December 2023 has been deferred into share awards. The awards will normally vest on 8 March 2027 (subject to continued achievement of objectives and employment). The Executive Directors will be required to hold the shares (after tax) for a further period of two years to 8 March 2029. The Executive Directors will receive an additional number of shares equivalent to the amount of dividend payable per vested share during the relevant vesting 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 | Awards granted on 8 March 2024 under the Smith & Nephew plc Deferred Share Bonus Plan. |
| Date of Transaction | 2024 - 03 - 08 |
| Place of Transaction | Grant took place outside a trading venue |
Name (Position) | Status | Price (s) | Volume(s) | Aggregated information |
Deepak Nath (Chief Executive Officer) | Director | £10.875 | 72,005 | N/A Single Transaction |
Anne-Françoise Nesmes (Chief Executive Officer) | Director | £10.875 | 37,368 | N/A Single Transaction |
2. AWARDS MADE UNDER THE GLOBAL SHARE PLAN 2020
On 8 March 2024, 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 7 March 2024 of £10.875.
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 2023 has been deferred into share awards. 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. PDMRs will receive an additional number of shares equivalent to the amount of dividend payable per vested share during the relevant vesting 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 8 March 2024 under the Smith & Nephew Global Share Plan 2020. |
| Date of Transaction | 2024 - 03 - 08 |
| 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 | £10.875 | 9,366 | N/A Single Transaction |
Paul Connolly (President, Global Operations) | PDMR | £10.875 | 9,849 | N/A Single Transaction |
Phil Cowdy (Chief Corporate Development and Corporate Affairs Officer) | PDMR | £10.875 | 10,093 | N/A Single Transaction |
Craig Gaffin President, Global Orthopaedics | PDMR | £10.875 | 5,572 | N/A Single Transaction |
Rohit Kashyap (President AWM and Global Commercial Operations) | PDMR | £10.875 | 11,031 | N/A Single Transaction |
Mizanu Kebede (Chief Quality & Regulatory Affairs Officer) | PDMR | £10.875 | 11,327 | N/A Single Transaction |
Elga Lohler (Chief HR Officer) | PDMR | £10.875 | 14,129 | N/A Single Transaction |
Vasant Padmanabhan (President Research & Development ENT) | PDMR | £10.875 | 14,214 | N/A Single Transaction |
Alison Parkes (Chief Compliance Officer) | PDMR | £10.875 | 5,474 | N/A Single Transaction |
Scott Schaffner (President Sports Medicine) | PDMR | £10.875 | 17,652 | N/A Single Transaction |
ii. PERFORMANCE SHARE PROGRAMME 2024 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 8 March 2027, subject to the achievement of the performance conditions which are measured over the period 1 January 2024 to 31 December 2026 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 twice 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 8 March 2024 under the Smith & Nephew Global Share Plan 2020. |
| Date of Transaction | 2024 - 03 - 08 |
| 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 | £10.875 | 35,803 | N/A Single Transaction |
Paul Connolly (President, Global Operations) | PDMR | £10.875 | 43,926 | N/A Single Transaction |
Phil Cowdy (Chief Corporate Development and Corporate Affairs Officer) | PDMR | £10.875 | 38,581 | N/A Single Transaction |
Craig Gaffin President, Global Orthopaedics | PDMR | £10.875 | 70,920 | N/A Single Transaction |
Rohit Kashyap (President AWM and Global Commercial Operations) | PDMR | £10.875 | 98,357 | N/A Single Transaction |
Mizanu Kebede (Chief Quality & Regulatory Affairs Officer) | PDMR | £10.875 | 45,088 | N/A Single Transaction |
Elga Lohler (Chief HR Officer) | PDMR | £10.875 | 56,239 | N/A Single Transaction |
Deepak Nath (Chief Executive Officer) | PDMR | £10.875 | 151,365 | N/A Single Transaction |
Vasant Padmanabhan (President Research & Development ENT) | PDMR | £10.875 | 56,577 | N/A Single Transaction |
Alison Parkes (Chief Compliance Officer) | PDMR | £10.875 | 10,429 | N/A Single Transaction |
Scott Schaffner (Global President Sports Medicine) | PDMR | £10.875 | 85,666 | N/A Single Transaction |
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 performance measures in the proportions shown:
- Total Shareholder Return (TSR) - 30%;
- Return on Invested Capital (ROIC) - 30%;
- Global Revenue Growth - 30%; and
- Environmental, Social and Governance (ESG) objectives - 10%.
The awards are subject to TSR as follows:
| 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 2026 | Award vesting as a % of salary |
| Below 8.5% | Nil |
| 8.5% | 17.2% |
| 9.0% | 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 2026 | 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 ESG objectives which relate to the Group's strategic priorities in this area, with primary focus on carbon reductions and diversity measures.
Revenue Growth targets for the three years ending 31 December 2026 for these awards, even though now determined, will not be disclosed until the 2026 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.
Sarah Carne
Deputy Company Secretary
Smith & Nephew plc
Tel: +44 (0)1923 477100
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: March 11, 2024 | By: | /s/ Helen Barraclough |
| Helen Barraclough | ||
| Company Secretary |