Smith & Nephew PLC 6-K, filed Mar 12, 2024
Smith & Nephew PLC (SNN)
6-K
2024-03-12
For: 2024-03-12
View Original
Added on
April 07, 2026
About this 6-K
Smith & Nephew PLC filed this 6-K on March 12, 2024.
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.
|
|
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|
|
|
|
Smith & Nephew plc
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
|
Date:
March 11, 2024
|
By:
|
/s/
Helen Barraclough
|
|
|
|
Helen
Barraclough
|
|
|
|
Company
Secretary
|