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
For the
month of May 2025
Commission
File Number 001-15170
GSK plc
(Translation
of registrant's name into English)
79 New Oxford Street, London, WC1A 1DG
(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 . . . .X. . . . Form 40-F . . . . . . . .
GSK plc (the 'Company')
2025 Performance Share Plan Top-Up Award
On 7 May 2025, following the Company's Annual General Meeting and
shareholder approval of the 2025 Remuneration Policy, the
Remuneration Committee granted a "top-up" conditional share award
to Emma Walmsley, the Chief Executive Officer (CEO) under the
GlaxoSmithKline 2017 Performance Share Plan (the
'Plan').
The top-up award, equivalent to 150% of the CEO's base salary,
increases her 2025 Plan award level from 575% of her base salary
(awarded on 17 February 2025) to 725% of her base
salary.
This is in accordance with the implementation arrangements for the
2025 Remuneration Policy as disclosed in the implementation section
of the Remuneration Report in the Company's 2024 Annual
Report.
Under the terms of the Plan, conditional awards are granted over a
specific number of Ordinary Shares and the percentage of awards
that ultimately vests is dependent on the level of achievement by
management against the performance targets set by the Remuneration
Committee.
The price used to determine the number of Ordinary Shares in the
top-up award was £14.35, being the closing share price on 14
February 2025, which was the trading day immediately preceding the
February 2025 Plan award.
Confirmation of Performance Measures
Following approval of the 2025 Remuneration Policy on 7 May 2025,
the 2025 Award performance measures are confirmed as those set out
on page 164 of the Company's 2024 Annual Report.
These measures apply to the original award, made on 17 February
2025 (as announced on 20 February 2025)1,
and to this "top-up award". The performance period for this award
is the same three financial years from 1 January 2025 to 31
December 2027.
The awards are based on the following four measures:
|
Performance Measure
|
Proportion of
each award
|
|
Total
sales and Core operating profit growth
|
35%
|
|
Pipeline
Sustainability
|
17.5%
|
|
Responsible
Business: Composite scorecard
|
7.5%
|
|
Relative
Total Shareholder Return (TSR)
|
40%
|
Total sales and Core operating profit growth
These targets were set following the Board's annual planning
process and consideration of analysts' consensus to ensure that
they are sufficiently stretching and support the Committee's aim to
incentivise and reward over performance.
|
|
Performance vs Target
|
Proportion Vesting
|
|
Below
threshold
|
<
99% of Target
|
Nil
|
|
Threshold
|
99% of
Target
|
20%:
CEO
|
|
Target
|
100% of
Target
|
50%
|
|
|
103% of
Target
|
75%
|
|
Maximum
|
105% of
Target
|
100%
|
Pipeline Sustainability
The PSP measure focuses on GSK's replenishment of the pipeline and
longer-term pipeline performance. For inclusion, a Programme must
be either a New Molecular Entity (NME), or a new indication which
adds £0.5 billion to Peak Year Sales. Programmes approved and
launched during the three-year window will contribute to the total
number of assets and to the sales contribution. It is based on a
matrixed assessment of:
-
Pipeline sales contribution to GSK's long range forecast (LRF)
outlook. The target and vesting will each be based on 10 year net
risk adjusted sales forecast i.e. the 2025-2027 target being based
on the 2034 LRF and vesting being based on the 2037 LRF;
and,
- the Number of Programmes in Phase 2 and 3 and Registration and
Approval.
This element of the PSP will only vest, either in full or in part,
if at the time of vesting the most recently governed and published
2031 Sales outlook remains at least £40
billion2.
At the end of the period a list of the Programmes added or removed
during the period will be disclosed. However, the pipeline sales
contributions in the 2034 and 2037 LRFs and the assessment matrix
will not be disclosed, as they are commercially sensitive. For the
achievement of Threshold performance for both the Pipeline Sales
contribution and the number of Programmes, the vesting proportion
shall be 20% for the CEO.
Responsible Business: Composite scorecard
The Composite scorecard focuses on all the Responsible Business
metrics within the Responsible Business Performance Rating. The
rating is reported on in detail in each year's Annual Report with
the scorecard providing a balanced assessment of performance
against all our Responsible Business priorities.
Performance will be calculated by aggregating the annual
performance across all the individual annual metrics within the
rating for the 3 years of the PSP performance period.
|
Performance
|
Vesting Schedule
|
|
70% or
more of all metrics are on track
|
100%
|
|
60% of
all metrics are on track
|
75%
|
|
50% of
all metrics are on track
|
50%
|
|
Less
than 50% of all metrics are on track, but progress is being made
because at least 50% are either on track, or on track with work to
do (the 'threshold' vesting level)
|
20%:
CEO
|
|
Less
than 50% of all metrics are either on track or on track with work
to do, the rest (i.e. more than 50%) are off track
|
Nil
|
Relative TSR
Performance against our new size-adjusted global biopharma peer
group of 13 companies (as set out on page 168 of the Company's 2024
Annual Report) will be assessed using a percentile vesting
approach. This compares GSK's actual TSR performance with that of
our peers.
Threshold is at median performance. Maximum performance will
require upper quintile performance for 100% vesting. Vesting levels
between median and upper quintile are determined on the basis of a
straight-line interpolation.
|
TSR Performance
|
Vesting Schedule
|
|
Above
upper quintile
|
100%
|
|
Upper
quintile
|
100%
|
|
Between
median and upper quintile
|
Straight-line
interpolation
|
|
Median
(threshold vesting)
|
20%:
CEO
|
|
Below
median of peer group
|
Nil
|
1 GSK
plc RNS - 20 February 2025
2 See assumptions and basis of
preparation related to 2025 guidance, 2021-26 and 2031 Outlooks on
the inside back cover of the Company's 2024 Annual Report and GSK's
cautionary statement below.
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.
Dividends will accrue on the conditional award of Ordinary Shares
during the performance period but will only vest to the extent that
the award itself vests at the end of the performance period. These
dividends are not included in the figures below.
3. 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 would only be forfeited in the event that the
CEO was terminated for cause, and the Ordinary Shares will continue
to carry rights to dividend equivalents.
Cautionary statement regarding forward-looking
statements
GSK cautions investors that any forward-looking statements or
projections made by GSK, including those made in this announcement,
are subject to risks and uncertainties that may cause actual
results to differ materially from those projected. Such factors
include, but are not limited to, those described in the "Risk
Factors" section in GSK's Annual Report on Form 20-F for
2024, and GSK's Q1 Results
for 2025.
Transaction notification
|
1.
|
Details of PDMR/person closely associated with them
('PCA')
|
||||
|
a)
|
Name
|
Ms E Walmsley
|
|||
|
b)
|
Position/status
|
Chief
Executive Officer
|
|||
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c)
|
Initial
notification/amendment
|
Initial notification
|
|||
|
2.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
||||
|
a)
|
Name
|
GSK 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 31 ¼ pence each ('Ordinary Shares')
ISIN: GB00BN7SWP63
|
|||
|
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)
|
|
|
£14.35
.
|
149,560
|
||||
|
|
|||||
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d)
|
Aggregated
information
|
N/A (single transaction)
|
|||
|
Aggregated
volume
Price
|
|
||||
|
e)
|
Date
of the transaction
|
2025-05-07
|
|||
|
f)
|
Place
of the transaction
|
N/A
|
|||
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 authorised.
|
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GSK plc
|
|
|
(Registrant)
|
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Date: May
08, 2025
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By:/s/ VICTORIA
WHYTE
--------------------------
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Victoria Whyte
|
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Authorised
Signatory for and on
|
|
|
behalf
of GSK plc
|