REG - Pearson PLC - Director/PDMR Shareholding

PearsonAnnouncement

07/03/2023 16:45

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RNS Number : 1966S  Pearson PLC  07 March 2023

Pearson plc - (the "Company")

Notification of Directors' Interests

 

 

The notification below sets out the number of shares released to Andy Bird,
Chief Executive, on 3 March 2023 regarding the second 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 2022 and, in
particular, the strong strategic progress that Pearson made. Therefore, the
second 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 2022 annual report.

 

Shares vesting from the first and second tranche of the award remain subject
to a holding period until 31 December 2023. The remaining tranche of the
co-investment award will vest following 31 December 2023, subject to the
relevant performance underpins and Andy Bird's continued employment on the
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) in Pearson plc, each ADR represents one

                                                                                                                                ordinary share of 25 pence in Pearson plc

                                                                                                                                ISIN: US7050151056

     Identification code

                                                                  ISIN: GB0006776081
 b)  Nature of the transaction                                    Release of ordinary shares under the second 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: 423,786 ordinary shares                                                                                     Volume: 223,795                                 Volume: 199,991

     Price: n/a

                                                                                                                         Price: £8.934542                                Price: n/a

                                                                                                                         per share

                                                                                                                         Aggregated price:

                                                                                                                         £1,999,505.83
 d)  Aggregated information

     - Aggregated volume

                                                                  Aggregated volume: see 4 (c) above

     - Price

                                                                  Aggregated price: see 4 (c) above
 e)  Date of the transaction                                      3 March 2023
 f)  Place of the transaction                                     London Stock Exchange (XLON)                                                                                                     New York Stock Exchange (NYSE)

 

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