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
September
30, 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 __
Chief Financial Officer Relocation to United States
Smith+Nephew (LSE:SN, NYSE:SNN), the global medical technology
business, announces that its Chief Financial Officer ("CFO"), John
Rogers, will relocate from the United Kingdom and will become
employed and based in the United States with effect from 29
September 2025.
Over half of the Group's revenue comes from the US, and it is
expected to continue to be a major contributor to the Group's
future growth. Given the significant amount of time the CFO already
spends in the US and in recognition of the importance of the US
market to the Group's strategy and operations, John, with the
support of the Board, has decided to relocate there.
Having the CFO based in the US will further enhance executive
leadership and oversight of operations in the region, reinforcing
our strong commitment to financial performance and operational
excellence. This relocation will also allow even closer
collaboration with other senior leaders based in the US, supporting
focused execution of our business strategy. John will continue to
spend a significant portion of his time at Smith+Nephew's global
headquarters in the UK, and at our sites around the
world.
John will be employed under a local US employment contract and
accordingly his remuneration arrangements will be adjusted to align
to local market practice and with the remuneration policy approved
by shareholders at our 2024 Annual General Meeting (the
"Remuneration Policy") for Executive Directors who are based and
employed in the US.
The main elements of his new remuneration arrangements are set out
below:
●
His
base salary will be reduced from £750,375, or $1,013,006 at
current exchange rates, to $875,000;
●
His pension cash
allowance will be reduced from 12% to 7.5% of base salary to align
with pension provision of US employees;
●
His
existing target bonus opportunity will be unchanged at 107.5% of
base salary;
●
His target Performance
Share Plan ("PSP") award will increase from 137.5% to 150% of base
salary applicable from January 1, 2026;
and
●
He will be eligible for
an annual Restricted Share Plan ("RSP") award of 125% of base
salary. The 2025 award will be pro-rated to allow for US service
over the vesting period.
The support provided to John as he moves from the UK to the US will
follow the Remuneration Policy and is consistent with support other
employees receive when moving internationally within the
organisation.
Enquiries
|
Investors / Analysts
Emily
HeavenSmith+Nephew
|
+44 (0)
1923 477433
|
|
Media
Charles
ReynoldsSmith+Nephew
|
+44 (0)
1923 477314
|
|
Susan
Gilchrist / Ayesha BharmalBrunswick
|
+44 (0)
20 7404 5959
|
About Smith+Nephew
Smith+Nephew is a portfolio medical technology business focused on
the repair, regeneration and replacement of soft and hard tissue.
We exist to restore people's bodies and their self-belief by using
technology to take the limits off living. We call this purpose
'Life Unlimited'. Our 17,000 employees deliver this mission every
day, making a difference to patients' lives through the excellence
of our product portfolio, and the invention and application of new
technologies across our three global business units of
Orthopaedics, Sports Medicine & ENT and Advanced Wound
Management.
Founded in Hull, UK, in 1856, we now operate in around 100
countries and generated annual sales of $5.8 billion in 2024.
Smith+Nephew is a constituent of the FTSE100 (LSE:SN, NYSE:SNN).
The terms 'Group' and 'Smith+Nephew' are used to refer to Smith
& Nephew plc and its consolidated subsidiaries, unless the
context requires otherwise.
For more information about Smith+Nephew, please
visit www.smith-nephew.com and
follow us on X, LinkedIn, Instagram or Facebook.
Forward-looking Statements
This document may contain forward-looking statements that may or
may not prove accurate. For example, statements regarding expected
revenue growth and trading profit margins, market trends and our
product pipeline are forward-looking statements. Phrases such as
"aim", "plan", "intend", "anticipate", "well-placed", "believe",
"estimate", "expect", "target", "consider" and similar expressions
are generally intended to identify forward-looking statements.
Forward-looking statements involve known and unknown risks,
uncertainties and other important factors that could cause actual
results to differ materially from what is expressed or implied by
the statements. For Smith+Nephew, these factors include: conflicts
in Europe and the Middle East, economic and financial conditions in
the markets we serve, especially those affecting healthcare
providers, payers and customers; price levels for established and
innovative medical devices; developments in medical technology;
regulatory approvals, reimbursement decisions or other government
actions; product defects or recalls or other problems with quality
management systems or failure to comply with related regulations;
litigation relating to patent or other claims; legal and financial
compliance risks and related investigative, remedial or enforcement
actions; disruption to our supply chain or operations or those of
our suppliers; competition for qualified personnel; strategic
actions, including acquisitions and disposals, our success in
performing due diligence, valuing and integrating acquired
businesses; disruption that may result from transactions or other
changes we make in our business plans or organisation to adapt to
market developments; relationships with healthcare professionals;
reliance on information technology and cybersecurity; disruptions
due to natural disasters, weather and climate change related
events; changes in customer and other stakeholder sustainability
expectations; changes in taxation regulations; effects of foreign
exchange volatility; and numerous other matters that affect us or
our markets, including those of a political, economic, business,
competitive or reputational nature. Please refer to the documents
that Smith+Nephew has filed with the U.S. Securities and Exchange
Commission under the U.S. Securities Exchange Act of 1934, as
amended, including Smith+Nephew's most recent annual report on Form
20-F, which is available on the SEC's website at www. sec.gov, for
a discussion of certain of these factors. Any forward-looking
statement is based on information available to Smith+Nephew as of
the date of the statement. All written or oral forward-looking
statements attributable to Smith+Nephew are qualified by this
caution. Smith+Nephew does not undertake any obligation to update
or revise any forward-looking statement to reflect any change in
circumstances or in Smith+Nephew's expectations.
◊ Trademark
of Smith+Nephew. Certain marks registered in US Patent and
Trademark Office.
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.
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).
AWARDS MADE UNDER THE RESTRICTED SHARE PLAN 2024
On 29 September 2025, the following awards
of US$0.20 ordinary shares (the "Shares") in Smith &
Nephew plc (the "Company") were granted to John Rogers under the
Smith & Nephew Restricted Share Plan 2024. The awards have been
made in London and are based on the closing Share price
on the London Stock Exchange between 6th and 19th August 2025
inclusive of £13.48.
The total pro-rated share award shown in the table below will vest
in three equal tranches in March 2026, March 2027 and March 2028.
The award vesting is contingent on a reasonable judgement underpin
being met as determined by the Remuneration Committee. 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 under the Smith & Nephew Restricted Share
Plan 2024
|
|
Date of
Transaction
|
29
September 2025
|
|
Place
of Transaction
|
Grant
took place outside a trading venue
|
|
Name (Position)
|
Status
|
Price (£)
|
Volume
|
Aggregated information
|
|
John
Rogers (Chief Finance Officer)
|
PDMR
|
Nil
|
41,360
|
N/A
Single Transaction
|
Helen Barraclough, Company Secretary, Smith & Nephew
plc
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:
September 30, 2025
|
By:
|
/s/
Helen Barraclough
|
|
|
|
Helen
Barraclough
|
|
|
|
Company
Secretary
|