Notification of Transactions of
Directors and Persons Discharging Managerial Responsibility
Vesting of Conditional Share Awards
This notification sets out information relating to the vesting of conditional share awards under the GlaxoSmithKline 2009 Performance Share Plan (the Performance Share Plan) and the 2009 Deferred Annual Bonus Plan (the Deferred Annual Bonus Plan).
This announcement covers vesting of awards made to Corporate Executive Team members in 2010 and 2011. It also covers vesting of awards made to senior executives in 2011 who have subsequently been appointed as Persons Discharging Managerial Responsibility.
2010 Performance Share Plan Awards
70% of the total 2010 grant of conditional share awards under the Performance Share Plan was subject to a three year performance period which ended on 31 December 2012. The extent to which these awards vested was announced on 5 March 2013. 30% of the total 2010 award was subject to a four year performance period from 1 January 2010 to 31 December 2013. The performance condition for these awards was based on total shareholder return (TSR).
For the four year period 1 January 2010 to 31 December 2013, the Company's TSR ranked 9th (i.e. below median against a comparator group of 10 pharmaceutical companies including GSK) and therefore the Remuneration Committee has confirmed that the conditional awards subject to measurement over the four year period lapsed in full.
The table below shows the awards over Ordinary Shares or American Depositary Shares (ADS) that lapsed on 13 February 2014, including dividends reinvested since the date of grant:
| |
Awards which have lapsed
|
|
Ordinary Shares
|
ADS
|
|
Sir Andrew Witty*
|
152,714
|
|
|
Dr M Slaoui*
|
|
48,037
|
|
Mr S Bicknell
|
16,860
|
|
|
Ms D Connelly
|
|
23,156
|
|
Mr A Hussain
|
45,008
|
|
|
Mr W Louv
|
|
13,417
|
|
Mr D Redfern
|
19,119
|
|
|
Ms C Thomas
|
29,352
|
|
|
Mr D Troy
|
|
25,619
|
* denotes an Executive Director
2011 Performance Share Plan Awards
The awards made to the individuals listed in the table below were subject to the following performance conditions measured over the three year performance period from 1 January 2011 to 31 December 2013:
|
a) 25% of the award was subject to an adjusted free cash flow target. The Company achieved adjusted free cash flow performance above threshold for the three year period and the Remuneration Committee has confirmed that 52%
of this element of the award vested, i.e. 13% of the total award.
|
|
b) 25% of the award was subject to a TSR measure. For the three years ending 31 December 2013, the Company's TSR ranked 7th (i.e. below median) against a comparator group of 10 global pharmaceutical companies including GSK
and therefore the Remuneration Committee has confirmed that this element of the award lapsed in full.
|
|
c) 25% of the award was subject to an R&D New Products sales measure. The Company achieved New Product Sales above threshold for the three year period and the Remuneration Committee has confirmed that 65.4% of this
element of the award vested, i.e. 16.3% of the total award.
|
|
d) 25% of the award was subject to a Business Diversification measure, measuring sales in Vaccines, Consumer Healthcare, Dermatology and Emerging Markets Asia Pacific and Japan. The Company achieved sales above threshold
for the three year period and the Remuneration Committee has confirmed that 41.9% of this element of the award vested, i.e. 10.5% of the total award.
|
Therefore 39.8% of the total award vested.
The table below shows the proportion of these Performance Share Plan awards that vested and lapsed on 13 February 2014, including dividends reinvested since the date of grant:
| |
Awards which have vested
|
Awards which have lapsed
|
|
Ordinary Shares
|
ADS
|
Ordinary Shares
|
ADS
|
|
Sir Andrew Witty*
|
196,634
|
|
297,421
|
|
|
Mr S Dingemans*
|
90,845
|
|
137,408
|
|
|
Dr M Slaoui*
|
|
68,345
|
|
103,376
|
|
Mr S Bicknell
|
23,596
|
|
35,690
|
|
|
Ms D Connelly
|
|
28,553
|
|
43,188
|
|
Mr A Hussain
|
57,952
|
|
87,656
|
|
|
Mr W Louv
|
|
19,926
|
|
30,139
|
|
Mr D Redfern
|
33,034
|
|
49,966
|
|
|
Ms C Thomas
|
46,405
|
|
70,191
|
|
|
Mr D Troy
|
|
36,451
|
|
55,134
|
|
Mr P Vallance
|
66,855
|
|
101,123
|
|
* denotes an Executive Director
2011 Deferred Annual Bonus Awards
In 2011, the following individuals elected to defer part of their 2010 annual bonus into shares under the Deferred Annual Bonus Plan (Deferred Shares). These awards are matched up to one-for-one depending on the achievement of performance measures (Matching Shares). The performance measures were the same as for the 2011 PSP awards described above and were measured over the same three years to 31 December 2013.
Individuals could elect whether to defer part of their bonus on a pre or post tax basis. For awards to UK-based individuals, Deferred and Matching shares were granted as nil-cost options over Ordinary Shares. For awards to US-based individuals, awards of Deferred and Matching shares were granted as conditional awards of ADSs (co-investment shares in the case of post tax Deferred Shares for US-based individuals).
The table below shows the Deferred Shares that vested on 13 February 2014, including dividends reinvested since the date of grant:
| |
Nil Cost Option over Ordinary Shares
|
Conditional Awards of ADSs/Co-Investment Shares (ADSs)
|
|
Vested
|
Vested/Released
|
|
Sir Andrew Witty*
|
37,182
|
|
|
Dr Moncef Slaoui*
|
|
21,848
|
|
Mr S Bicknell
|
7,912
|
|
|
Ms D Connelly
|
|
5,280
|
|
Mr W Louv
|
|
2,392
|
|
Mr D Redfern
|
8,837
|
|
|
Ms C Thomas
|
1,967
|
|
|
Mr D Troy
|
|
10,950
|
|
Mr P Vallance
|
17,569
|
|
* Denotes an Executive Director
For the three year period 1 January 2011 to 31 December 2013, the Company achieved performance as set out in the 2011 PSP section above and the Remuneration Committee has confirmed that 39.8% of the award of Matching Shares will vest on the third anniversary of the award and that the balance lapsed.
The table below shows the Matching Shares that will vest on 24 February 2014, the third anniversary of the Award, including dividends reinvested since the date of grant:
| |
Nil Cost Option over Ordinary Shares
|
Conditional Awards over ADSs
|
|
Vested
|
Lapsed
|
Vested
|
Lapsed
|
|
Sir Andrew Witty*
|
14,799
|
22,383
|
|
|
|
Dr Moncef Slaoui*
|
|
|
8,696
|
13,152
|
|
Mr S Bicknell
|
3,149
|
4,763
|
|
|
|
Ms D Connelly
|
|
|
2,103
|
3,179
|
|
Mr W Louv
|
|
|
955
|
1,442
|
|
Mr D Redfern
|
3,518
|
5,319
|
|
|
|
Ms C Thomas
|
783
|
1,184
|
|
|
|
Mr D Troy
|
|
|
4,359
|
6,591
|
|
Mr P Vallance
|
6,993
|
10,576
|
|
|
* Denotes an Executive Director
The above nil cost options in respect of Deferred Shares and Matching Shares can be exercised until 23 February 2021.
2011 Performance Share Plan Awards to senior executives who have since been appointed PDMRs
The conditional awards granted in 2011 to senior executives who have since been appointed PDMRs, were dependent on EPS performance (50% of the award) and operational performance targets (remaining 50% of award) over the period 1 January 2011 to 31 December 2013.
The table below shows the proportion of these Performance Share Plan conditional awards that vested and lapsed on 13 February 2014.
| |
Awards vesting
|
Awards lapsed
|
|
Ordinary Shares
|
Ordinary Shares
|
|
Mr R Connor
|
4,260
|
2,224
|
|
Mr P Thomson
|
6,868
|
6,868
|
|
Ms E Walmsley
|
76,309
|
14,104
|
|
Mrs V Whyte
|
6,868
|
6,868
|
| |
Awards vesting
|
Awards lapsed
|
|
ADSs
|
ADSs
|
|
Mr James Ford
|
3,923
|
3,923
|
The Company, Executive Directors and PDMRs were advised of these transactions on 13 February 2014.
The fair market values of an Ordinary Share and of an ADS of GlaxoSmithKline plc at the point of vesting on 13 February 2014 were £16.53 and US$55.06 respectively.
This notification is made in accordance with Disclosure and Transparency Rule 3.1.4R(1)(a).
Sonja Arsenić
Corporate Secretariat
14 February 2014