a3535c
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of
1934
February
22, 2022
Commission
File Number 001-14978
SMITH & NEPHEW
plc
(Registrant's
name)
Building 5, Croxley Park,
Hatters Lane, Watford, Hertfordshire, WD18 8YE,
England
(Address
of registrant's principal executive offices)
[Indicate
by check mark whether the registrant files or will file
annual
reports
under cover Form 20-F or Form 40-F.]
Form
20-F
X
Form 40-F
---
---
[Indicate
by check mark if the registrant is submitting the Form 6-K
in
paper
as permitted by Regulation S-T Rule 101(b)(1).]
Yes
No X
---
---
[Indicate
by check mark if the registrant is submitting the Form 6-K
in
paper
as permitted by Regulation S-T Rule 101(b)(7).]
Yes
No X
---
---
[Indicate
by check mark whether by furnishing the information
contained
in this
Form, the registrant is also thereby furnishing information to
the
Commission
pursuant to Rule 12g3-2 (b) under the Securities Exchange Act
of
1934.]
Yes
No X
---
---
If
"Yes" is marked, indicate below the file number assigned to
the
registrant
in connection with Rule 12g3-2 (b) : 82- n/a.
Smith+Nephew announces new Chief Executive Officer
22 February 2022
Smith+Nephew (LSE:SN, NYSE:SNN) is pleased to announce that
Dr Deepak Nath has been appointed as the Company's new
Chief Executive Officer (CEO), succeeding Roland Diggelmann, who
will step down by mutual agreement. Deepak will take up
the role on 1 April 2022 and Roland will leave on 31 March
2022.
Deepak joins Smith+Nephew from Siemens Healthineers
(2018-2022) where most recently he was President of the Diagnostics
business segment responsible for $6 billion of sales and 15,000
employees. During his time there he led a major programme to drive
growth and margin expansion through improved execution and a strong
results-focused culture.
Prior to Siemens Healthineers, Deepak held a number of
senior roles at Abbott Laboratories Inc (2007-2017) spanning
R&D, marketing, commercial and divisional leadership, rising to
become President of Abbott Vascular and an Executive Officer of
Abbott Laboratories. At Abbott he significantly improved
performance of the Vascular business and had a leadership role in
the $28 billion acquisition of St Jude Medical.
Deepak also worked for Amgen (2004-2007), McKinsey and Company
(2000-2004) and as a scientist at the Lawrence Livermore National
Laboratory. He holds BSc and MSc degrees in Mechanical Engineering
and a PhD in Theoretical Mechanics from the University of
California, Berkeley.
Since his appointment in 2019 Roland has navigated Smith+Nephew
through the challenges presented by COVID whilst also building
a stronger platform for future growth including increasing
investment in R&D and launching multiple new products. Most
recently he led the process whereby the Board and management team
developed our Strategy for Growth, with its focus on transforming
Smith+Nephew to a structurally higher growth
company. Deepak and the Smith+Nephew management team will
take forward the delivery of this transformation through increased
productivity, improved commercial execution, and a continued focus
on innovation.
Roberto Quarta, Chairman of Smith+Nephew, said:
"On behalf of the Board, I am delighted to
welcome Deepak as Smith+Nephew's incoming
CEO. Deepak is a highly experienced leader with a track record
of significant improvement in operations and execution at major
global healthcare businesses. He is joining us at an inflection
point for the business and will bring his drive, experience and
expertise to lead the team in delivering our Strategy for Growth at
pace.
"I would like to thank Roland for his commitment and leadership
during challenging times, and the important work he has done to
ready Smith+Nephew for our next stage of development."
Deepak Nath said:
"Smith+Nephew is a great company with innovation at its core and a
purpose of Life Unlimited, supporting patients around the world in
returning to a healthy and fulfilled life. I am honoured to have
been given the opportunity to lead the business. I look forward to
building on Smith+Nephew's rich history and heritage and working
with the team to take it to the next level of growth."
Roland Diggelmann said:
"It has been a privilege to lead Smith+Nephew. I would like to
thank my colleagues across the business for their tireless efforts
to support our customers and communities, and continue to deliver
against the backdrop of COVID. I look forward to seeing the
business go from strength to strength under Deepak's
leadership."
No further disclosure obligations arise under paragraphs (1) to (6)
of LR 9.6.13 R of the UK Listing Authority's Listing Rules in
respect of this appointment.
This announcement includes inside information as defined in Article
7 of the Market Abuse Regulation No. 596/2014.
The person responsible for arranging the release of this
announcement on behalf of Smith+Nephew is Susan Swabey, Company
Secretary.
Deepak Nath biography
● Siemens Healthineers
-
President,
Diagnostics, 2021-2022
-
President,
Laboratory Diagnostics, 2018-2021
● Abbott
Laboratories
-
President, Abbott
Vascular & Senior Vice President, Abbott (Section 16/Executive
Officer), 2015-2017
-
President, Abbott
Molecular (Corporate Officer, Abbott),
2014-2015
-
Divisional Vice
President & General Manager, Ibis Biosciences,
2012-2014
-
Divisional Vice
President, Emerging Markets, Europe, Middle East, Africa, Abbott
Vascular, 2011-2012
-
Divisional Vice
President & General Manager, Germany, Austria, Switzerland,
Nordics and Eastern Europe, Abbott Vascular,
2009-2011
-
Divisional Vice
President, Strategic Marketing, Abbott Vascular,
2008-2009
-
Divisional Vice
President, R&D Strategy & Systems, Abbott Vascular,
2007
● Amgen
-
Director, R&D
Strategic Operations and Finance, 2005-2007
-
Associate
Director/Director, Strategic Process Analysis,
2004-2005
● McKinsey &
Company
-
Engagement
Manager/Senior Associate/Associate, 2000-2004
● Lawrence Livermore National
Laboratory
-
Scientist, New
Technologies Engineering Division/Computational Physics Group,
1998-2000
Remuneration
Deepak Nath will be paid in accordance with the Company's
Directors' Remuneration Policy (the "Policy") approved by
shareholders on 9 April 2020 and as set out in the 2020 Annual
Report:
● He will receive a base salary of $1,475,000 per
annum. Based on current exchange rates, this is in line with the
salary paid to Roland Diggelmann.
● He will participate in the Annual Bonus Plan
("ABP") and Performance Share Programme ("PSP") as described in the
Policy. His ABP opportunity for 2022 will be pro-rated to reflect
the time served during the year.
● The Company will pay a pension contribution in
respect of Deepak Nath in line with average pension payments for
the wider US workforce (currently 7.5% of salary per
annum).
● He will receive standard benefits, which are not
materially different in nature or value relative to the incumbent
Chief Executive Officer.
● The notice period will be six months from him and
12 months from the Company.
● He will be subject to our standard
within-employment and post-cessation shareholding
guidelines.
Deepak Nath will also receive buy-out awards in respect of
outstanding incentives he will forfeit on leaving his former
company. All awards have been provided on a like-for-like basis in
terms of the value provided and their performance and/or vesting
periods. There has been no acceleration of any awards, and none of
the performance-based awards has been replaced with a
non-performance based award. In summary:
- An amount up to $800,000 will be
paid in cash in November 2022 in respect of his forfeited 2022 cash
bonus, subject to the Remuneration Committee's
assessment of performance against the targets attached to the cash
bonus forfeited at his previous company;
-
Deepak Nath held various performance-based share awards under
arrangements agreed with his former employer, with an aggregate
face value of €5,258,828 ($5,990,331) (as at 11 February
2022). These will be replaced with awards over Smith+Nephew shares
of an equivalent face value. These awards will be capable of
vesting at varying dates
between
2022 and 2025 (fully aligned with their original vesting dates),
subject to meeting the original performance conditions and
continued employment; and
-
Deepak Nath also held various restricted share awards under
arrangements agreed with his former employer, with an aggregate
face value of €2,242,322 ($2,554,229) (as at 11 February
2022). These will be replaced with awards over Smith+Nephew shares
of an equivalent face value, which will vest on their original
vesting dates subject to continued employment.
-
No buy-out award will be provided under these arrangements in
respect of Deepak Nath's long-term incentive award granted to him
in November 2021 by his former employer.
In connection with his departure from the Company on 31 March 2022,
Roland Diggelmann will be paid in accordance with the Policy and
the terms of his service agreement:
● He will continue to receive his salary, benefits
and pension contributions in the normal way during his employment
with the Company up to 31 March 2022.
● He will receive payments in lieu of his salary,
health and dental benefits, life assurance, car allowance and
pension contributions in respect of the balance of his notice
period up to 28 February 2023 (to reflect the Swiss law
requirement that the notice period runs from the end of the month
in which it is served) and payments in respect of accrued unused
holiday at the time he ceases employment.
● His bonus relating to his service during 2021 has
been determined in the normal manner, resulting in a cash payment
of CHF 614,468 and a deferred share award worth (at grant) CHF
614,468. The deferred share award will be released in 2025. Further
details of the Annual Bonus assessment will be provided in the
usual manner in our 2021 Directors' Remuneration
Report.
● Roland Diggelmann will be eligible to participate
in the Annual Bonus Plan for 2022, with his
opportunity pro-rated for service and the outcome
determined in the usual manner at year-end.
● Roland Diggelmann will be a "good leaver" for the
purposes of his outstanding Performance Share Programme awards. As
such, these will be pro-rated for service and will remain capable
of vesting at the end of the three-year performance period, subject
to meeting the relevant performance conditions. He will be required
to retain any vested shares, net of tax, for a further two-year
period after the vesting date. The maximum number of shares that he
will receive under his awards is summarised in the table
below:
Date of grant
|
Maximum number of shares subject to award on award
date
|
Time pro-rated number of shares subject to award (exclusive of
dividend equivalents)
|
21 May 2020
|
193,072
|
135,767
|
21 May 2021
|
192,348
|
55,283
|
● All shares earned during Roland Diggelmann's
employment as Chief Executive Officer will be subject to a two-year
holding period post cessation of employment.
● Legal fees incurred in connection with Roland
Diggelmann's stepping down from the Board of up to CHF 5,000 for
Swiss legal advice and of up to £5,000 for English law advice
are payable by the Company.
Enquiries
|
|
Investors
|
|
Andrew Swift
|
+44 (0) 1923 477433
|
Smith+Nephew
|
|
|
|
Media
|
|
Charles Reynolds
|
+44 (0) 1923 477314
|
Smith+Nephew
|
|
|
|
Susan Gilchrist / Ayesha Bharmal
|
+44 (0) 20 7404 5959
|
Brunswick
|
|
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 18,000 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
franchises of Orthopaedics, Sports Medicine & ENT and Advanced
Wound Management.
Founded in Hull, UK, in 1856, we now operate in more than 100
countries, and generated annual sales of $5.2 billion in 2021.
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 Twitter, 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 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: risks
related to the impact of COVID, such as the depth and longevity of
its impact, government actions and other restrictive measures taken
in response, material delays and cancellations of elective
procedures, reduced procedure capacity at medical facilities,
restricted access for sales representatives to medical facilities,
or our ability to execute business continuity plans as a result of
COVID; economic and financial conditions in the markets we serve,
especially those affecting healthcare providers, payers and
customers (including, without limitation, as a result of COVID);
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 compliance risks and
related investigative, remedial or enforcement actions; disruption
to our supply chain or operations or those of our suppliers
(including, without limitation, as a result of COVID); competition
for qualified personnel; strategic actions, including acquisitions
and dispositions, 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
cyber security; 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, 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 US Patent and Trademark
Office.
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: February
22, 2022
By: /s/
Susan Swabey
-----------------
Susan
Swabey
Company
Secretary