6-K 1 a4965c.htm DIRECTOR/PDMR SHAREHOLDING a4965c

 
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 27, 2025
 
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 ✓         Form 40-F __
 
 
 
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
 
 
 
 
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 27, 2025
By:
/s/ Helen Barraclough
 
 
Helen Barraclough
 
 
Company Secretary