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27 Mar 2025 09:12
SMITH & NEPHEW PLC
27 March 2025
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
This announcement is made in accordance with the UK Market Abuse Regulation (Regulation (EU) 596/2014, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018).
1. AWARD MADE UNDER THE SMITH & NEPHEW PLC DEFERRED SHARE BONUS PLAN
On 26 March 2025, 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 the number of Shares awarded has been calculated using a market price of £11.575 per Share, being the average of the quoted closing prices of a Share for the ten (10) dealing days immediately following the announcement of the Company's full year 2024 results on 25 February 2025.
A portion (50%) of the annual bonus earned by the following Executive Directors for performance during the year to 31 December 2024 has been deferred into share awards. The awards will normally vest on 26 March 2028. The Executive Directors will be required to hold the shares (after tax) for a further period of two years to 26 March 2030. 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.
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 26 March 2025 under the Smith & Nephew plc Deferred Share Bonus Plan. |
Date of Transaction | 2025 - 03 - 26 |
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 | £11.575 | 68,730 | N/A Single Transaction |
John Rogers (Chief Financial Officer) | Director | £11.575 | 40,900 | N/A Single Transaction |
2. AWARDS MADE UNDER THE GLOBAL SHARE PLAN 2020
On 26 March 2025, 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 the number of Shares awarded has been calculated using a market price of £11.575 per Share, being the average of the quoted closing prices of a Share for the ten (10) dealing days immediately following the announcement of the Company's full year 2024 results on 25 February 2025.
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 2024 has been deferred into share awards. These awards will normally vest in equal annual tranches over three years following the award date. PDMRs will receive an additional number of shares equivalent to the amount of dividend payable per vested share during the relevant vesting period.
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 26 March 2025 under the Smith & Nephew Global Share Plan 2020. |
Date of Transaction | 2025 - 03 - 26 |
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 | £11.575 | 11,035 | N/A Single Transaction |
Paul Connolly (President, Global Operations) | PDMR | £11.575 | 10,745 | N/A Single Transaction |
Phil Cowdy (Chief Corporate Development and Corporate Affairs Officer) | PDMR | £11.575 | 11,093 | N/A Single Transaction |
Craig Gaffin (President, Global Orthopaedics) | PDMR | £11.575 | 8,154 | N/A Single Transaction |
Rohit Kashyap (President AWM and Global Commercial Operations) | PDMR | £11.575 | 17,138 | N/A Single Transaction |
Mizanu Kebede (Chief Quality & Regulatory Affairs Officer) | PDMR | £11.575 | 11,642 | N/A Single Transaction |
Elga Lohler (Chief HR Officer) | PDMR | £11.575 | 15,518 | N/A Single Transaction |
Vasant Padmanabhan (President Research & Development ENT) | PDMR | £11.575 | 15,339 | N/A Single Transaction |
Alison Parkes (Chief Compliance Officer) | PDMR | £11.575 | 7,583 | N/A Single Transaction |
Scott Schaffner (President Sports Medicine) | PDMR | £11.575 | 20,329 | N/A Single Transaction |
ii. PERFORMANCE SHARE PROGRAMME 2025 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 26 March 2028, subject to the achievement of the performance conditions which are measured over the period 1 January 2025 to 31 December 2027 as set out below.
The number of shares subject to the above awards are shown at maximum vesting. Should less than maximum vesting be achieved, participants will receive a reduced number of shares in accordance with actual performance. Participants will receive an additional number of shares equivalent to the amount of dividend payable per vested share during the relevant performance period.
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 26 March 2025 under the Smith & Nephew Global Share Plan 2020. |
Date of Transaction | 2025 - 03 - 26 |
Place of Transaction | Grant took place outside a trading venue |
Name (Position) | Status | Price (£) | Volume | Aggregated information |
Deepak Nath (Chief Executive Officer) | PDMR | £11.575 | 318,730 | N/A Single Transaction |
John Rogers (Chief Financial Officer) | PDMR | £11.575 | 172,246 | N/A Single Transaction |
Helen Barraclough (Group General Counsel and Company Secretary) | PDMR | £11.575 | 59,092 | N/A Single Transaction |
Paul Connolly (President, Global Operations) | PDMR | £11.575 | 57,534 | N/A Single Transaction |
Craig Gaffin (President, Global Orthopaedics) | PDMR | £11.575 | 101,890 | N/A Single Transaction |
Rohit Kashyap (President AWM and Global Commercial Operations) | PDMR | £11.575 | 125,128 | N/A Single Transaction |
Mizanu Kebede (Chief Quality & Regulatory Affairs Officer) | PDMR | £11.575 | 60,202 | N/A Single Transaction |
Elga Lohler (Chief HR Officer) | PDMR | £11.575 | 75,092 | N/A Single Transaction |
Vasant Padmanabhan (President Research & Development ENT) | PDMR | £11.575 | 79,320 | N/A Single Transaction |
Alison Parkes (Chief Compliance Officer) | PDMR | £11.575 | 20,734 | N/A Single Transaction |
Scott Schaffner (Global President Sports Medicine) | PDMR | £11.575 | 119,524 | N/A Single Transaction |
The performance conditions applying to the above awards have been determined by the Remuneration Committee:
Adjusted Earnings per Share (EPSA) (30% weighting)
EPSA is considered a simple and clear measure of absolute growth in line with our business strategy. The target that applies to the 2025-2027 award is:
| EPSA CAGR |
Below Threshold | Nil |
Threshold | 8% |
Target | 10.5% |
Maximum | 13% |
Awards vest on a straight-line basis between threshold and target and between target and maximum.
Relative Total Shareholder Return (TSR) (30% weighting)
TSR is considered a simple and clear performance measure relative to a comparator group. For the 2025-2027 award, TSR performance will be measured relative to two equally weighted comparator groups, which are the same as those adopted for the 2024-2026 PSP award granted in 2024.
Index | Weighting | Threshold | Maximum |
FTSE 100 Peer Group | 50% | Equal to Index | 8% above Index |
MedTech Peer Group | 50% | Equal to Index | 8% above Index |
Awards vest on a straight-line basis between these points.
Return on Invested Capital (ROIC) (30% weighting)
ROIC aligns with our focus to ensure we return value on investments for our shareholders. The targets that apply to the 2025-2027 PSP aware are:
Threshold | Target | Maximum | |
ROIC | 9% | 10% | 11% |
Vesting | 25% | 50% | 100% |
Awards vest on a straight-line basis between threshold and target and between target and maximum.
Strategic objective (10% weighting)
The strategic objective consists of metrics related to our ESG and sustainability framework, namely a reduction in our environmental impact (Scope 1 and 2 Greenhouse Gas emissions relative to a 2019 baseline). The target that applies to the 2025-2027 award is:
Threshold | Target | Maximum | |
Scope 1 and Scope 2 GHG | 72% | 74% | 76% |
Vesting | 25% | 50% | 100% |
3. AWARDS MADE UNDER THE RESTRICTED SHARE PLAN 2024
On 26 March 2025, the following awards of US$0.20 ordinary shares (the "Shares") in Smith & Nephew plc (the "Company") were granted under the Smith & Nephew Restricted Share Plan 2024. The awards have been made in London and the number of Shares awarded has been calculated using a market price of £11.575 per Share, being the average of the quoted closing prices of a Share for the ten (10) dealing days immediately following the announcement of the Company's full year 2024 results on 25 February 2025.
The awards will normally vest in equal annual tranches over three years following the award date. In addition, Deepak Nath's award is subject to a reasonable judgement underpin. If the Remuneration Committee is not satisfied that the underpin has been met, the Committee may scale back the vesting (including to zero). In assessing the underpin, the Committee will consider a review of overall financial performance over the vesting period, whether there have been any sanctions or fines issued by a regulatory authority, whether there have been any material environmental, social or governance issues, whether a major safety incident has occurred and whether there has been material damage to the reputation of the Company.
Participants will receive an additional number of shares equivalent to the amount of dividend payable per vested share during the relevant vesting period.
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 | Restricted Share awards granted on 26 March 2025 under the Smith & Nephew Restricted Share Plan 2024. |
Date of Transaction | 2025 - 03 - 26 |
Place of Transaction | Grant took place outside a trading venue |
Name (Position) | Status | Price (£) | Volume | Aggregated information |
Deepak Nath (Chief Executive Officer) | PDMR | £11.575 | 132,804 | N/A Single Transaction |
Helen Barraclough (Group General Counsel and Company Secretary) | PDMR | £11.575 | 23,326 | N/A Single Transaction |
Paul Connolly (President, Global Operations) | PDMR | £11.575 | 22,711 | N/A Single Transaction |
Craig Gaffin (President, Global Orthopaedics) | PDMR | £11.575 | 38,648 | N/A Single Transaction |
Rohit Kashyap (President AWM and Global Commercial Operations) | PDMR | £11.575 | 47,463 | N/A Single Transaction |
Mizanu Kebede (Chief Quality & Regulatory Affairs Officer) | PDMR | £11.575 | 23,764 | N/A Single Transaction |
Elga Lohler (Chief HR Officer) | PDMR | £11.575 | 38,534 | N/A Single Transaction |
Vasant Padmanabhan (President Research & Development ENT) | PDMR | £11.575 | 31,311 | N/A Single Transaction |
Alison Parkes (Chief Compliance Officer) | PDMR | £11.575 | 10,107 | N/A Single Transaction |
Scott Schaffner (President Sports Medicine) | PDMR | £11.575 | 45,337 | N/A Single Transaction |
Philip Horner
Deputy Company Secretary
Smith & Nephew plc
Tel: +44 (0)1923 477100
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