Last checked at 17 Feb 2022 14:50
GlaxoSmithKline plc (the 'Company')
2022 Performance Share Plan Award and 2022 Performance Measures
2022 Performance Share Plan Award
On 15 February 2022, 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 ('ADSs'), and the percentage of awards that ultimately vests is dependent on the level of achievement against performance targets set by the Remuneration Committee.
The 2022 awards have been granted to GSK employees only. Current GSK employees who will move to the new consumer healthcare business were excluded and will receive awards over consumer healthcare shares at a later time to be determined by the new company with performance measures aligned to the consumer healthcare business strategy.
2022 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% |
GSK Total Sales
| 20% |
GSK Profit
| 20% |
Pipeline Progress
| 20% |
ESG: Environment
| 10% |
The performance period for the awards is the three financial years from 1 January 2022 to 31 December 2024.
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 GlaxoSmithKline.
In a group of 10 companies, the median (position 5.5) falls between two companies. The vesting schedule for the 2022 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% |
GSK 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 align with those commitments. The targets for GSK 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 now 99% of target.
Both the Total Sales and Profit measures in the 2022 award will vest as follows:
| Performance vs Target | Proportion Vesting |
Below Threshold | 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.
These sub-measures of the 2022 award will vest as follows:
Pivotal Trial Starts
Performance Level | Points | Payout |
Below Threshold | Nil | |
Threshold | 11 | 25% |
| 13 | 50% |
| 15 | 75% |
Maximum | 17 | 100% |
Major Regulatory Approvals
Performance Level | Points | Payout |
Below Threshold | Nil | |
Threshold | 16 | 25% |
| 18 | 50% |
| 20 | 75% |
Maximum | 22 | 100% |
Where relevant, achievements between the above performance levels will be rewarded on a straight-line basis.
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
An ESG Environment measure has been introduced, 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 2024 targets. To achieve 100% vesting, two of the six measures, at least one in Climate and one in Nature, must have exceeded their 2024 targets.
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 ADSs.
3. Dividends will accrue on the conditional award of Ordinary Shares or ADSs 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 ADSs would only be forfeited in the event that the Executive Director was terminated for cause, and the Ordinary Shares or ADSs will continue to carry rights to dividend equivalents.
Transaction notification
1. | Details of PDMR/person closely associated with them ('PCA') | ||||
a) | Name | Ms E 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 | GlaxoSmithKline 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 25 pence each ('Ordinary Shares')
ISIN: GB0009252882 | |||
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) |
|
| £15.712 | 461,059 |
| ||
|
|
|
| ||
d) | Aggregated information
| N/A (single transaction) | |||
Aggregated volume Price |
| ||||
e) | Date of the transaction | 2022-02-15 | |||
f) | Place of the transaction
| N/A | |||
1. | Details of PDMR/person closely associated with them ('PCA') | ||||
a) | Name | Mr I Mackay | |||
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 | GlaxoSmithKline 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 25 pence each ('Ordinary Shares')
ISIN: GB0009252882 | |||
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) |
|
| £15.712 . | 233,028 |
| ||
|
|
|
| ||
d) | Aggregated information
| N/A (single transaction) | |||
Aggregated volume Price |
| ||||
e) | Date of the transaction | 2022-02-15 | |||
f) | Place of the transaction
| N/A | |||
1. | Details of PDMR/person closely associated with them ('PCA') | ||||
a) | Name | Mr R Connor | |||
b) | Position/status | President, Vaccines and 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 | GlaxoSmithKline 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 25 pence each ('Ordinary Shares')
ISIN: GB0009252882 | |||
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) |
|
| £15.712 . | 182,746 |
| ||
|
|
|
| ||
d) | Aggregated information
| N/A (single transaction) | |||
Aggregated volume Price |
| ||||
e) | Date of the transaction | 2022-02-15 | |||
f) | Place of the transaction
| N/A | |||
1. | Details of PDMR/person closely associated with them ('PCA') | ||||
a) | Name | Ms D 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 | GlaxoSmithKline 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 25 pence each ('Ordinary Shares')
ISIN: GB0009252882 | |||
b) | Nature of the transaction | A conditional award of notional Ordinary Shares under the Company's 2017 Performance Share Plan. | |||
c) | Price(s) and volume(s) |
| Price(s) | Volume(s) |
|
| £15.712 . | 96,591 |
| ||
|
|
|
| ||
d) | Aggregated information
| N/A (single transaction) | |||
Aggregated volume Price |
| ||||
e) | Date of the transaction | 2022-02-15 | |||
f) | Place of the transaction
| N/A | |||
1. | Details of PDMR/person closely associated with them ('PCA') | ||||
a) | Name | Mr J Ford | |||
b) | Position/status | SVP and General Counsel | |||
c) | Initial notification/ amendment | Initial notification | |||
2. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||
a) | Name | GlaxoSmithKline 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 25 pence each ('Ordinary Shares')
ISIN: GB0009252882 | |||
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) |
|
| £15.712 . | 157,331 |
| ||
|
|
|
| ||
d) | Aggregated information
| N/A (single transaction) | |||
Aggregated volume Price |
| ||||
e) | Date of the transaction | 2022-02-15 | |||
f) | Place of the transaction
| N/A | |||
1. | Details of PDMR/person closely associated with them ('PCA') | ||||
a) | Name | Ms S 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 | GlaxoSmithKline 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 25 pence each ('Ordinary Shares')
ISIN: GB0009252882 | |||
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) |
|
| £15.712 . | 55,106 |
| ||
|
|
|
| ||
d) | Aggregated information
| N/A (single transaction) | |||
Aggregated volume Price |
| ||||
e) | Date of the transaction | 2022-02-15 | |||
f) | Place of the transaction
| N/A | |||
1. | Details of PDMR/person closely associated with them ('PCA') | ||||
a) | Name | Mr D Jackson | |||
b) | Position/status | PCA of Ms S Jackson (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 | GlaxoSmithKline 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 25 pence each ('Ordinary Shares')
ISIN: GB0009252882 | |||
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) |
|
| £15.712 . | 5,570 |
| ||
|
|
|
| ||
d) | Aggregated information
| N/A (single transaction) | |||
Aggregated volume Price |
| ||||
e) | Date of the transaction | 2022-02-15 | |||
f) | Place of the transaction
| N/A | |||
1. | Details of PDMR/person closely associated with them ('PCA') | ||||
a) | Name | Mr L 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 | GlaxoSmithKline 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 25 pence each ('Ordinary Shares')
ISIN: GB0009252882 | |||
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) |
|
| £15.712 . | 229,124 |
| ||
|
|
|
| ||
d) | Aggregated information
| N/A (single transaction) | |||
Aggregated volume Price |
| ||||
e) | Date of the transaction | 2022-02-15 | |||
f) | Place of the transaction
| N/A | |||
1. | Details of PDMR/person closely associated with them ('PCA') | ||||
a) | Name | Ms S 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 | GlaxoSmithKline 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 ('ADSs')
ISIN: US37733W1053 | |||
b) | Nature of the transaction | A conditional award of ADSs under the Company's 2017 Performance Share Plan. | |||
c) | Price(s) and volume(s) |
| Price(s) | Volume(s) |
|
| $42.87 . | 52,484 |
| ||
|
|
|
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d) | Aggregated information
| N/A (single transaction) | |||
Aggregated volume Price |
| ||||
e) | Date of the transaction | 2022-02-15 | |||
f) | Place of the transaction
| N/A | |||
1. | Details of PDMR/person closely associated with them ('PCA') | ||||
a) | Name | Mr D Redfern | |||
b) | Position/status | Chief Strategy Officer | |||
c) | Initial notification/ amendment | Initial notification | |||
2. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||
a) | Name | GlaxoSmithKline 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 25 pence each ('Ordinary Shares')
ISIN: GB0009252882 | |||
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) |
|
| £15.712 . | 168,607 |
| ||
|
|
|
| ||
d) | Aggregated information
| N/A (single transaction) | |||
Aggregated volume Price |
| ||||
e) | Date of the transaction | 2022-02-15 | |||
f) | Place of the transaction
| N/A | |||
1. | Details of PDMR/person closely associated with them ('PCA') | ||||
a) | Name | Mr R Simard | |||
b) | Position/status | President, Pharmaceuticals 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 | GlaxoSmithKline 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 25 pence each ('Ordinary Shares')
ISIN: GB0009252882 | |||
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) |
|
| £15.712 . | 148,421 |
| ||
|
|
|
| ||
d) | Aggregated information
| N/A (single transaction) | |||
Aggregated volume Price |
| ||||
e) | Date of the transaction | 2022-02-15 | |||
f) | Place of the transaction
| N/A | |||
1. | Details of PDMR/person closely associated with them ('PCA') | ||||
a) | Name | Mr P 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 | GlaxoSmithKline 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 25 pence each ('Ordinary Shares')
ISIN: GB0009252882 | |||
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) |
|
| £15.712 . | 77,764 |
| ||
|
|
|
| ||
d) | Aggregated information
| N/A (single transaction) | |||
Aggregated volume Price |
| ||||
e) | Date of the transaction | 2022-02-15 | |||
f) | Place of the transaction
| N/A | |||
1. | Details of PDMR/person closely associated with them ('PCA') | ||||
a) | Name | Ms D Waterhouse | |||
b) | Position/status | CEO, ViiV Healthcare | |||
c) | Initial notification/ amendment | Initial notification | |||
2. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||
a) | Name | GlaxoSmithKline 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 25 pence each ('Ordinary Shares')
ISIN: GB0009252882 | |||
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) |
|
| £15.712 . | 146,384 |
| ||
|
|
|
| ||
d) | Aggregated information
| N/A (single transaction) | |||
Aggregated volume Price |
| ||||
e) | Date of the transaction | 2022-02-15 | |||
f) | Place of the transaction
| N/A | |||
1. | Details of PDMR/person closely associated with them ('PCA') | ||||
a) | Name | Ms V 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 | GlaxoSmithKline 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 25 pence each ('Ordinary Shares')
ISIN: GB0009252882 | |||
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) |
|
| £15.712 . | 11,800 |
| ||
|
|
|
| ||
d) | Aggregated information
| N/A (single transaction) | |||
Aggregated volume Price |
| ||||
e) | Date of the transaction | 2022-02-15 | |||
f) | Place of the transaction
| N/A | |||