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.
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Reason for the notification
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Initial notification /Amendment
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Initial notification
|
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Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
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Name
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Smith & Nephew plc
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LEI
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213800ZTMDN8S67S1H61
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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
|
|
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Description
of the financial instrument, type of instrument
|
Smith
& Nephew plc Ordinary Shares of USD 0.20 each
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Identification code
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ISIN: GB0009223206
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Nature of the transaction
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Awards granted on 26 March 2025 under the Smith & Nephew plc
Deferred Share Bonus Plan.
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Date of Transaction
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2025 - 03 - 26
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Place of Transaction
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Grant took place outside a trading venue
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Name
(Position)
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Status
|
Price (s)
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Volume(s)
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Aggregated information
|
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Deepak Nath
(Chief Executive Officer)
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Director
|
£11.575
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68,730
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N/A Single Transaction
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John Rogers
(Chief Financial Officer)
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Director
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£11.575
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40,900
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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.
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Reason for the notification
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|
|
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
|
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Nature of the transaction
|
Deferred Bonus Plan awards granted on 26 March 2025 under the Smith
& Nephew Global Share Plan 2020.
|
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Date of Transaction
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2025 - 03 - 26
|
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Place of Transaction
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Grant took place outside a trading venue
|
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Name
(Position)
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Status
|
Price (£)
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Volume
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Aggregated information
|
|
Helen Barraclough
(Group General Counsel and Company Secretary)
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PDMR
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£11.575
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11,035
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N/A Single Transaction
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Paul Connolly
(President, Global Operations)
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PDMR
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£11.575
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10,745
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N/A Single Transaction
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Phil Cowdy
(Chief Corporate Development and Corporate Affairs
Officer)
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PDMR
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£11.575
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11,093
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N/A Single Transaction
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Craig Gaffin
(President, Global Orthopaedics)
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PDMR
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£11.575
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8,154
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N/A Single Transaction
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Rohit Kashyap
(President AWM and Global Commercial Operations)
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PDMR
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£11.575
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17,138
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N/A Single Transaction
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Mizanu Kebede
(Chief Quality & Regulatory Affairs Officer)
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PDMR
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£11.575
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11,642
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N/A Single Transaction
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Elga Lohler
(Chief HR Officer)
|
PDMR
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£11.575
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15,518
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N/A Single Transaction
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Vasant Padmanabhan
(President Research & Development ENT)
|
PDMR
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£11.575
|
15,339
|
N/A Single Transaction
|
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Alison Parkes
(Chief Compliance Officer)
|
PDMR
|
£11.575
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7,583
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N/A Single Transaction
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Scott Schaffner
(President Sports Medicine)
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PDMR
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£11.575
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20,329
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N/A Single Transaction
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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.
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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
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ISIN: GB0009223206
|
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Nature of the transaction
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Performance Share Awards granted at target on 26 March 2025 under
the Smith & Nephew Global Share Plan 2020.
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Date of Transaction
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2025 - 03 - 26
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Place of Transaction
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Grant took place outside a trading venue
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Name
(Position)
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Status
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Price (£)
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Volume
|
Aggregated information
|
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Deepak Nath
(Chief Executive Officer)
|
PDMR
|
£11.575
|
318,730
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N/A Single Transaction
|
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John Rogers
(Chief Financial Officer)
|
PDMR
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£11.575
|
172,246
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N/A Single Transaction
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Helen Barraclough
(Group General Counsel and Company Secretary)
|
PDMR
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£11.575
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59,092
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N/A Single Transaction
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Paul Connolly
(President, Global Operations)
|
PDMR
|
£11.575
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57,534
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N/A Single Transaction
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Craig Gaffin
(President, Global Orthopaedics)
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PDMR
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£11.575
|
101,890
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N/A Single Transaction
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Rohit Kashyap
(President AWM and Global Commercial Operations)
|
PDMR
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£11.575
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125,128
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N/A Single Transaction
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Mizanu Kebede
(Chief Quality & Regulatory Affairs Officer)
|
PDMR
|
£11.575
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60,202
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N/A Single Transaction
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Elga Lohler
(Chief HR Officer)
|
PDMR
|
£11.575
|
75,092
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N/A Single Transaction
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Vasant Padmanabhan
(President Research & Development ENT)
|
PDMR
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£11.575
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79,320
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N/A Single Transaction
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Alison Parkes
(Chief Compliance Officer)
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PDMR
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£11.575
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20,734
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N/A Single Transaction
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Scott Schaffner
(Global President Sports Medicine)
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PDMR
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£11.575
|
119,524
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N/A Single Transaction
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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:
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EPSA
CAGR
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Below
Threshold
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Nil
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Threshold
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8%
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Target
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10.5%
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Maximum
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13%
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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.
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Index
|
Weighting
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Threshold
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Maximum
|
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FTSE
100 Peer Group
|
50%
|
Equal
to Index
|
8%
above Index
|
|
MedTech
Peer Group
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50%
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Equal
to Index
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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
|
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ROIC
|
9%
|
10%
|
11%
|
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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
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72%
|
74%
|
76%
|
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Vesting
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25%
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50%
|
100%
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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.
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Smith & Nephew plc
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(Registrant)
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Date:
March 27, 2025
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By:
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/s/
Helen Barraclough
|
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Helen
Barraclough
|
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Company
Secretary
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