Notification of Transactions of Directors and Persons Discharging Managerial Responsibility
Grant of Conditional Share Awards under GlaxoSmithKline Share Plans
Conditional Share Awards
On 28 February 2013 the Company granted conditional share awards to Executive Directors and Persons Discharging Managerial Responsibility (PDMRs) under the GlaxoSmithKline 2009 Performance Share Plan and the GlaxoSmithKline 2009 Deferred Annual Bonus Plan.
2009 Performance Share Plan
The 2009 Performance Share Plan (PSP) was approved by shareholders on 20 May 2009, and allows a performance-related opportunity to be provided in the form of conditional awards to be made to senior executives in the Group, including the Executive Directors.
Under the terms of the PSP, conditional performance dependent awards are granted for a specific number of Ordinary Shares or American Depositary Shares (ADS), and the percentage of awards ultimately vesting is dependent on the level of achievement of performance measures set by the Committee.
The PSP awards made on 28 February 2013 are based on four equally weighted performance measures (Performance Measures):
|
Key strategic priorities
|
Performance Measure
|
% of each award
|
|
Deliver value to shareholders
|
Total Shareholder Return (TSR)
|
25
|
|
Simplify the operating model
|
Adjusted free cash flow
|
25
|
|
Deliver more products of value
|
Research & Development (R&D) new product performance
|
25
|
|
Grow a diversified global business
|
Business diversification performance
|
25
|
The performance period for the awards is three years from 1 January 2013 to 31 December 2015.
TSR measure:-
25% of each conditional award is based on relative TSR. This measure compares the TSR of the Company's Ordinary Shares over the performance period with the TSR of the shares of nine (9) other global pharmaceutical companies (i.e. a comparator group of 10 companies including the Company). The amended vesting schedule (reflecting the demerger of Abbott Laboratories) is based on preserving 30% vesting for achieving median performance. However, in a group of 10 companies, the median (position 5.5) falls between two companies. Therefore, 0% will vest if the Company's TSR is ranked 6th and 44% will vest if its TSR is ranked 5th, ie above median, in the comparator group.
The companies in the TSR comparator group are AstraZeneca, Bristol-Myers Squibb, Eli Lilly, Johnson & Johnson, Merck, Novartis, Pfizer, Roche Holdings, Sanofi and GlaxoSmithKline.
Adjusted free cash flow measure:-
25% of each conditional award is based on adjusted free cash flow. The adjusted free cash flow performance threshold for these awards is £14.06 billion, where vesting for this element of each award will be at 25%, at £14.49 billion 50% will vest, at £15.94 billion 75% will vest, and there will be full vesting for this element of the award at £16.66 billion. Below £14.06 billion, none of this element will vest.
R&D new product measure
25% of each conditional award is based on R&D new product performance. Due to commercial sensitivity, the Remuneration Committee has decided that the R&D new product target cannot be published at the time of grant. The target and vesting outcome will be disclosed in full at the end of the performance period.
25% of this element will vest if the performance threshold level is attained, rising to 100% for stretching performance exceeding 122% of the set threshold. Below the set threshold, none of this element will vest.
Business diversification measure
25% of each conditional award is based on the business diversification measure. Due to commercial sensitivity, the Remuneration Committee has decided that the business diversification target cannot be published at the time of grant. The target and vesting outcome will be disclosed in full at the end of the performance period.
25% of this element will vest if the performance threshold level is attained, rising to 100% for stretching performance exceeding 114% of the set threshold. Below the set threshold, none of this element will vest.
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.
The Executive Directors or PDMRs in the tables below were each granted a conditional award under the terms of the PSP. Awards granted are of Ordinary Shares or ADS. The table below shows the number of Ordinary Shares or ADS which can potentially vest in respect of this incentive opportunity.
Dividends will accrue on the conditional award of Ordinary Shares or ADS during the performance period, but only vest to the extent that the awards themselves vest at the end of the relevant performance period. These dividends are not included in the figures below.
| |
Number of Ordinary Shares/ADS potentially vesting in respect of the element of the award subject to the TSR measure
|
|
(N.B. One ADS represents two Ordinary Shares)
|
|
Ordinary Shares
|
6th position or below
|
5th position
|
Maximum
|
|
Sir Andrew Witty*
|
Nil
|
48,152
|
109,436
|
|
Mr S Dingemans*
|
Nil
|
21,187
|
48,153
|
|
Mr S Bicknell
|
Nil
|
4,630
|
10,522
|
|
Mr R Connor
|
Nil
|
9,078
|
20,632
|
|
Mr M Dunoyer
|
Nil
|
5,371
|
12,207
|
|
Mr A Hussain
|
Nil
|
18,157
|
41,265
|
|
Mr D Redfern
|
Nil
|
6,960
|
15,818
|
|
Ms C Thomas
|
Nil
|
9,835
|
22,352
|
|
Mr P Thomson
|
Nil
|
4,690
|
10,660
|
|
Dr P Vallance
|
Nil
|
21,183
|
48,143
|
|
Ms E Walmsley
|
Nil
|
12,105
|
27,510
|
|
Mr C Weber
|
Nil
|
4,325
|
9,829
|
|
ADS
|
|
Dr M Slaoui*
|
Nil
|
14,687
|
33,380
|
|
Ms D Connelly
|
Nil
|
6,083
|
13,824
|
|
Mr W Louv
|
Nil
|
4,308
|
9,792
|
|
Mr D Troy
|
Nil
|
9,194
|
20,894
|
* denotes an Executive Director
| |
Number of Ordinary Shares/ADS potentially vesting in respect of the other three elements of the award subject to the adjusted free cash flow, R&D new product and business diversification measures
|
|
(N.B. One ADS represents two Ordinary Shares)
|
|
Ordinary Shares
|
Below threshold
|
At threshold
|
Maximum
|
|
Sir Andrew Witty*
|
Nil
|
82,077
|
328,308
|
|
Mr S Dingemans*
|
Nil
|
36,115
|
144,460
|
|
Mr S Bicknell
|
Nil
|
7,892
|
31,568
|
|
Mr R Connor
|
Nil
|
15,474
|
61,898
|
|
Mr M Dunoyer
|
Nil
|
9,156
|
36,623
|
|
Mr A Hussain
|
Nil
|
30,949
|
123,796
|
|
Mr D Redfern
|
Nil
|
11,864
|
47,455
|
|
Ms C Thomas
|
Nil
|
16,764
|
67,056
|
|
Mr P Thomson
|
Nil
|
7,995
|
31,980
|
|
Dr P Vallance
|
Nil
|
36,107
|
144,429
|
|
Ms E Walmsley
|
Nil
|
20,633
|
82,531
|
|
Mr C Weber
|
Nil
|
7,372
|
29,488
|
|
ADS
|
|
Dr M Slaoui*
|
Nil
|
25,035
|
100,141
|
|
Ms D Connelly
|
Nil
|
10,368
|
41,473
|
|
Mr W Louv
|
Nil
|
7,344
|
29,376
|
|
Mr D Troy
|
Nil
|
15,671
|
62,684
|
* denotes an Executive Director
Subject to the below qualification regarding the award to Sir Andrew Witty, the vesting date for these conditional awards will be the date, following the end of the three year performance period, on which the Remuneration Committee determines the extent to which the performance conditions have been achieved or such other later date as determined by the Remuneration Committee.
In the case of the award to Sir Andrew Witty, the vesting date for 75% of the overall award will be as set out above. The remaining 25% of the award will be subject to an additional vesting period of two years following the end of the performance period, during which the relevant Ordinary Shares would be forfeited in the event that Sir Andrew Witty was terminated for cause.
All of the above conditional awards were made on 28 February 2013 and were determined, in accordance with the PSP rules, using an Ordinary Share price of £14.54, being the closing middle market value on the London Stock Exchange and an ADS price of US$44.27, the closing price quoted on the New York Stock Exchange on 27 February 2013.
2009 Deferred Annual Bonus Plan
The 2009 Deferred Annual Bonus Plan (DABP) was approved by shareholders on 20 May 2009, and allows a performance related opportunity to be provided in the form of conditional awards to be made to eligible employees. All Executive Directors and Corporate Executive Team (CET) members are eligible to participate in the DABP.
Participants may choose to invest up to 50% of any bonus earned into shares (Deferred Bonus Award).
The Company will match Ordinary Shares or ADS up to one-for-one depending on the achievement of performance measures (Matching Award). The performance measures, vesting schedules and performance period for the Matching Award will be the same as for the PSP awards described above.
The awards of Deferred and Matching shares have been granted as nil-cost options over Ordinary Shares for UK-based pre-tax participants and conditional awards over ADS for US pre-tax participants. The percentage of Matching shares ultimately vesting will be dependent on the achievement of the performance measures.
Dividends accrue on the Deferred shares during the performance period.
Dividends also accrue on the conditionally awarded Matching shares during the performance period, but will only vest to the extent that the Matching shares themselves vest at the end of the relevant performance period. These dividends are not included in the figures below.
The following individuals have chosen to invest their bonus in the DABP in respect of the 2012 bonus that they have earned on a gross or pre-tax basis. The following awards are gross of tax.The post-tax DABP awards will be the subject of a separate announcement following the date of the bonus payment:
Deferred Bonus Awards
| |
Number of Ordinary Shares/ADS potentially vesting in respect of the Deferred Bonus Award
(N.B. One ADS represents two Ordinary Shares)
|
| |
Number of Ordinary Shares subject to Deferred Bonus Award
|
Number of ADS subject to Deferred Bonus Award
|
| |
|
Sir Andrew Witty*
|
31,114
|
|
|
Mr S Dingemans*
|
11,783
|
|
|
Dr M Slaoui*
|
|
15,859
|
|
Mr R Connor
|
4,878
|
|
|
Mr M Dunoyer
|
4,688
|
|
|
Mr W Louv
|
|
3,236
|
|
Mr D Redfern
|
6,576
|
|
|
Mr P Thomson
|
932
|
|
|
Mr D Troy
|
|
6,014
|
|
Dr P Vallance
|
20,708
|
|
|
Ms E Walmsley
|
12,630
|
|
* denotes an Executive Director
Matching Awards subject to TSR measure
| |
Number of Ordinary Shares/ADS potentially vesting in respect of the element of the Matching Award subject to the TSR measure
|
|
(N.B. One ADS represents two Ordinary Shares)
|
|
Ordinary Shares
|
6th position or below
|
5th position
|
Maximum
|
|
Sir Andrew Witty*
|
Nil
|
3,423
|
7,778
|
|
Mr S Dingemans*
|
Nil
|
1,296
|
2,946
|
|
Mr R Connor
|
Nil
|
537
|
1,219
|
|
Mr M Dunoyer
|
Nil
|
516
|
1,172
|
|
Mr D Redfern
|
Nil
|
723
|
1,644
|
|
Mr P Thomson
|
Nil
|
103
|
233
|
|
Dr P Vallance
|
Nil
|
2,278
|
5,177
|
|
Ms E Walmsley
|
Nil
|
1,389
|
3,157
|
|
ADS
|
|
Dr M Slaoui*
|
Nil
|
1,744
|
3,965
|
|
Mr W Louv
|
Nil
|
356
|
809
|
|
Mr D Troy
|
Nil
|
662
|
1,503
|
* denotes an Executive Director
Matching Awards subject to other performance measures
| |
Number of Ordinary Shares/ADS potentially vesting in respect of the other three elements of the Matching Award subject to the adjusted free cash flow, R&D new product and business diversification measures
(N.B. One ADS represents two Ordinary Shares)
|
|
Ordinary Shares
|
Below threshold
|
At threshold
|
Maximum
|
|
Sir Andrew Witty*
|
Nil
|
5,834
|
23,336
|
|
Mr S Dingemans*
|
Nil
|
2,209
|
8,837
|
|
Mr R Connor
|
Nil
|
915
|
3,659
|
|
Mr M Dunoyer
|
Nil
|
879
|
3,516
|
|
Mr D Redfern
|
Nil
|
1,233
|
4,932
|
|
Mr P Thomson
|
Nil
|
175
|
699
|
|
Dr P Vallance
|
Nil
|
3,883
|
15,531
|
|
Ms E Walmsley
|
Nil
|
2,368
|
9,473
|
|
ADS
|
|
Dr M Slaoui*
|
Nil
|
2,974
|
11,894
|
|
Mr W Louv
|
Nil
|
607
|
2,427
|
|
Mr D Troy
|
Nil
|
1,128
|
4,511
|
* denotes an Executive Director
The vesting date for these conditional awards will be the date, following the end of the three year performance period, on which the Remuneration Committee determines the extent to which the performance measures have been achieved or such other later date as determined by the Remuneration Committee. There is no additional holding period for any part of the awards beyond the three-year performance period.
All of the above conditional awards were made on 28 February 2013. The awards made were determined, in accordance with the 2009 DABP rules, using an Ordinary Share price of £14.54, the closing middle market value on the London Stock Exchange and an ADS price of US$44.27, the closing price quoted on the New York Stock Exchange on 27 February 2013.
The Company, Executive Directors and PDMRs were advised of these transactions on 4 March 2013.
This notification is made in accordance with Disclosure and Transparency Rule 3.1.4R(1)(a).
V A Whyte
Company Secretary
5 March 2013