REG - Pearson PLC - Director/PDMR Shareholding

PearsonAnnouncement

28/02/2022 17:15

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RNS Number : 0922D  Pearson PLC  28 February 2022

Pearson plc - (the "Company")

Notification of Directors' Interests

 

 

The notification below sets out the number of shares released to Andy Bird,
Chief Executive, on 25 February 2022 regarding the first tranche of the
Co-investment Plan.  On his appointment as Chief Executive, Andy Bird was
granted a one-off co-investment award subject to his own purchase of Pearson
shares.  The award vests in three equal tranches at the end of 2021, 2022,
and 2023 and is subject to performance underpins and continued employment at
each vesting date.

 

The performance underpins are linked to the Group's strategic progress and
there being no significant ESG issues resulting in significant reputational
damage. These underpins are intended to guard against payment for failure,
ensuring the Remuneration Committee can reduce vesting if, in its opinion, the
performance of the business or the individual does not support this.

 

The Committee was pleased with the performance delivered during 2021 and, in
particular, the strong strategic progress that Pearson made. Therefore, the
first tranche of the co-investment award vested in full. In addition to
assessing the specific performance underpins, the Committee undertook a
thorough and robust review process which considered a holistic view of the
wider stakeholder experience, including the experience of shareholders,
employees, customers, and suppliers during the year. Detailed disclosure of
the Committee's considerations will be available in the 2021 annual report.

 

Shares vesting from this first tranche of the award remain subject to a
holding period until 31 December 2023. The remaining two tranches of the
co-investment award will vest following 31 December 2022 and 31 December 2023
respectively, subject to the relevant performance underpins and Andy Bird's
continued employment at each vesting date.

 

The shares are released in the form of ordinary shares on the London Stock
Exchange and converted to American Depositary Receipts (ADRs) under the
Company's sponsored ADR program on the New York Stock Exchange. This
notification is made in accordance with the requirements of the UK Market
Abuse Regulation.

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Andy Bird
 2   Reason for the notification
 a)  Position/status                                              Chief Executive
 b)  Initial notification /Amendment                              Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer, or auction monitor
 a)  Name                                                         Pearson plc
 b)  LEI                                                          2138004JBXWWJKIURC57
 4   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
 a)  Description of the financial instrument, type of instrument  Ordinary shares of 25 pence each in Pearson plc                                                                                  American Depositary Receipts (ADRs), each representing one ordinary share

                                                                                                                                of 25 pence, in Pearson plc
     Identification code

                                                                                                                                ISIN: US7050151056

                                                                  ISIN: GB0006776081
 b)  Nature of the transaction                                    Release of ordinary shares under the first tranche of the Company's
                                                                  Co-investment Plan, to be converted into ADRs, and sale of shares to cover tax
                                                                  liabilities arising from vesting share awards
 c)  Price(s) and volume(s)                                       Release of ordinary shares following release of award  Sale of ordinary shares to cover tax liability  Conversion of residual ordinary shares to ADRs
     Volume: 412,933 ordinary shares                                                                                     Volume: 205,349                                 Volume: 207,584

     Price: n/a                                                                                                          Price: £6.52884                                 Price: n/a

                                                                                                                         per share

                                                                                                                         Aggregated price:

                                                                                                                         £1,340,690.77

 d)  Aggregated information

     - Aggregated volume

     - Price                                                      Aggregated volume: see 4 (c) above

                                                                  Aggregated price: see 4 (c) above
 e)  Date of the transaction                                      25 February 2022
 f)  Place of the transaction                                     London Stock Exchange (XLON)                                                                                                     New York Stock Exchange (NYSE)

 

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