Last checked at 28 Jul 2017 15:51
GlaxoSmithKline plc (the 'Company')
2017 Performance Share Plan Award and 2017 Performance Measures
2017 Performance Share Plan Award
On 27 July 2017 the Company granted conditional share awards to Executive Directors and Persons Discharging Managerial Responsibilities (PDMRs) under the GlaxoSmithKline 2017 Performance Share Plan (2017 PSP). The 2017 PSP 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 PDMRs.
Under the terms of the 2017 PSP, 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.
2017 Performance Measures
The performance condition information that follows applies both to the 2017 PSP Awards and the 2017 Deferred Annual Bonus Plan Awards (2017 DABP, together the Awards, see Note 1 below).
The performance period for the awards is the three financial years from 1 January 2017 to 31 December 2019. The awards are based on three equally weighted performance measures:
Performance Measure | Proportion of each award |
Total Shareholder Return (TSR)
| 1/3rd |
Adjusted free cash flow (AFCF)
| 1/3rd |
Research & Development (R&D) new product performance
| 1/3rd |
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 10 companies including the Company).
The vesting schedule is based on delivering 30% vesting for achieving median performance. However, in a group of 10 companies, the median (position 5.5) falls between two companies. Therefore, 0% will vest if the Company's TSR is ranked 6th and 44% will vest if its TSR is ranked 5th, i.e. above median, in the comparator group. The maximum amount will vest for this element, if the Company's TSR is ranked in positions 1, 2 or 3.
The companies in the TSR comparator group are: AstraZeneca, Bristol-Myers Squibb, Eli Lilly, Johnson & Johnson, Merck, Novartis, Pfizer, Roche Holdings, Sanofi and GlaxoSmithKline.
Adjusted free cash flow measure
The use of cash flow as a performance measure is intended to recognise the importance of effective working capital management and of generating cash to fund the Group's operations, investments, and Ordinary dividends to shareholders.
Free cash flow represents the operating profit of the business adjusted for non-cash items after deducting the cost or benefit of working capital, capital expenditure, contingent consideration payments, net interest, dividends paid to non-controlling interests and taxation.
The adjustments to free cash flow, used to set the AFCF target for the purpose of the performance measure, include major legal settlements, special pension contributions, foreign exchange, divestments and acquisitions. The measure post-adjustment is the "adjusted free cash flow" target.
This element of the award will vest as follows:
Performance Level | Adjusted Free Cash Flow target | Proportion Vesting
|
Below threshold | < £ 11.47bn | 0% |
Threshold | £ 11.47bn | 25% |
| £ 11.82bn | 50% |
| £ 13.00bn | 75% |
Maximum | £ 13.59bn | 100% |
AFCF Performance Measure for 2016 Awards
Details of the three performance measures for the 2016 Awards under the Company's long term incentive plans were announced on 12 February 2016 and were included in the Company's 2015 Annual Report. Following consideration by the Remuneration Committee after the Company's Q2 2017 results and Investor Update, on 26 July 2017, the Committee believes it is in the best long term interests of the Company that the targets for the 2016 Awards are updated to reflect an increase in planned investment in R&D, related to the Company's Pharmaceuticals business, including HIV. The revised targets for the 2016 Awards are therefore:
Performance Level | Original Adjusted Free Cash Flow targets | Updated Adjusted Free Cash Flow targets | Proportion Vesting
|
Below threshold | 0% | ||
Threshold | £11.65bn | £11.35bn | 25% |
| £12.01bn | £11.70bn | 50% |
| £13.21bn | £12.87bn | 75% |
Maximum | £13.81bn | £13.46bn | 100% |
The AFCF targets for the 2015 Awards are unaffected.
R&D new product measure
Due to commercial sensitivity, the Remuneration Committee remains of the view that the R&D new product target cannot be published at the time of grant. However, the target and vesting outcome will be disclosed in full at the end of the performance period.
25% of this element will vest if the performance threshold level is attained, rising to 100% for stretching performance exceeding 122% of the set threshold. Below the set threshold, none of this element will vest.
Notes
1. On 15 February 2017, the Company made its final grant of conditional matching share awards under the GlaxoSmithKline 2009 Deferred Annual Bonus Plan which were announced on 17 February 2017, in respect of the deferral of 2016 annual bonuses (2017 DABP awards).
2. 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.
3. The Executive Directors or PDMRs in the transaction notifications below were each granted a conditional award under the terms of the 2017 PSP. Awards granted are of Ordinary Shares or ADS.
4. 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.
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) |
|
| £15.4550 | 356,939 |
| ||
|
|
|
| ||
d) | Aggregated information | n/a (single transaction) | |||
Aggregated volume Price
|
| ||||
e) | Date of the transaction | 2017-07-27 | |||
f) | Place of the transaction
| n/a | |||
1. | Details of PDMR/person closely associated with them ('PCA') | ||||
a) | Name | Mr R G Connor | |||
b) | Position/status | President, Global Manufacturing & Supply | |||
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) |
|
| £15.4550 | 122,937 |
| ||
|
|
|
| ||
d) | Aggregated information | n/a (single transaction) | |||
Aggregated volume Price |
| ||||
e) | Date of the transaction | 2017-07-27 | |||
f) | Place of the transaction
| n/a | |||
1. | Details of PDMR/person closely associated with them ('PCA') | ||||
a) | Name | Mr L Debruyne | |||
b) | Position/status | President, Global Vaccines | |||
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) |
|
| £15.4550 | 92,221 |
| ||
|
|
|
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d) | Aggregated information | n/a (single transaction) | |||
Aggregated volume Price |
| ||||
e) | Date of the transaction | 2017-07-27 | |||
f) | Place of the transaction
| n/a | |||
1. | Details of PDMR/person closely associated with them ('PCA') | ||||
a) | Name | Mr S Dingemans | |||
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) |
|
| £15.4550 | 195,147 |
| ||
|
|
|
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d) | Aggregated information | n/a (single transaction) | |||
Aggregated volume Price |
| ||||
e) | Date of the transaction | 2017-07-27 | |||
f) | Place of the transaction
| n/a | |||
1. | Details of PDMR/person closely associated with them ('PCA') | ||||
a) | Name | Mr N Hirons | |||
b) | Position/status | SVP, Global Ethics & Compliance | |||
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) |
|
| £15.4550 | 45,292 |
| ||
|
|
|
| ||
d) | Aggregated information | n/a (single transaction) | |||
Aggregated volume Price |
| ||||
e) | Date of the transaction | 2017-07-27
| |||
f) | Place of the transaction
| n/a | |||
1. | Details of PDMR/person closely associated with them ('PCA') | ||||
a) | Name | Mr B McNamara | |||
b) | Position/status | CEO, Consumer 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 | American Depositary Shares ('ADSs')
ISIN: US37733W1053 | |||
b) | Nature of the transaction | A conditional award over ADSs under the Company's 2017 Performance Share Plan.
| |||
c) | Price(s) and volume(s) |
| Price(s) | Volume(s) |
|
| $40.85 | 85,679 |
| ||
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|
|
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d) | Aggregated information | n/a (single transaction)
| |||
Aggregated volume Price |
| ||||
e) | Date of the transaction | 2017-07-27 | |||
f) | Place of the transaction
| n/a | |||
1. | Details of PDMR/person closely associated with them ('PCA') | ||||
a) | Name | Mr D S 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) |
|
| £15.4550 | 87,997 |
| ||
|
|
|
| ||
d) | Aggregated information | n/a (single transaction) | |||
Aggregated volume Price |
| ||||
e) | Date of the transaction | 2017-07-27 | |||
f) | Place of the transaction
| n/a | |||
1. | Details of PDMR/person closely associated with them ('PCA') | ||||
a) | Name | Ms C Thomas | |||
b) | Position/status | SVP, Human Resources | |||
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) |
|
| £15.4550 | 97,055 |
| ||
|
|
|
| ||
d) | Aggregated information | n/a (single transaction) | |||
Aggregated volume Price |
| ||||
e) | Date of the transaction | 2017-07-27 | |||
f) | Place of the transaction
| n/a | |||
1. | Details of PDMR/person closely associated with them ('PCA') | ||||
a) | Name | Mr P C 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) |
|
| £15.4550 | 60,821 |
| ||
|
|
|
| ||
d) | Aggregated information | n/a (single transaction) | |||
Aggregated volume Price |
| ||||
e) | Date of the transaction | 2017-07-27 | |||
f) | Place of the transaction
| n/a | |||
1. | Details of PDMR/person closely associated with them ('PCA') | ||||
a) | Name | Mr D E Troy | |||
b) | Position/status | SVP & 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 | American Depositary Shares ('ADSs')
ISIN: US37733W1053
| |||
b) | Nature of the transaction | A conditional award over ADSs under the Company's 2017 Performance Share Plan.
| |||
c) | Price(s) and volume(s) |
| Price(s) | Volume(s) |
|
| $40.85 | 95,471 |
| ||
|
|
|
| ||
d) | Aggregated information | n/a (single transaction) | |||
Aggregated volume Price |
| ||||
e) | Date of the transaction | 2017-07-27 | |||
f) | Place of the transaction
| n/a | |||
1. | Details of PDMR/person closely associated with them ('PCA') | ||||
a) | Name | Dr P J T Vallance | |||
b) | Position/status | President, R&D | |||
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) |
|
| £15.4550 | 252,345 |
| ||
|
|
|
| ||
d) | Aggregated information | n/a (single transaction) | |||
Aggregated volume Price |
| ||||
e) | Date of the transaction | 2017-07-27 | |||
f) | Place of the transaction
| n/a | |||