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RNS Number : 4804Y Pearson PLC 04 May 2023
Pearson plc - (the "Company")
Notification of Directors' Interests
2023 Long-Term Incentive Plan (LTIP) Awards
On 2 May 2023, the Company made a grant of performance-related restricted
shares under the 2023 LTIP, including to the Chief Executive and Chief
Financial Officer, under the 2020 LTIP rules. This represents the company's
annual grant of long-term incentives for 2023. The award will vest on 1 May
2026 subject to the performance conditions and targets as set out in the 2022
annual report. Any shares which vest on 1 May 2026 will be subject to an
additional two-year holding period to 1 May 2028.
The award is consistent with the remuneration policy recently approved by
shareholders at the 2023 Annual General Meeting and was made on the following
basis:
Name Title Restricted shares awarded % of Salary Share price used to calculate award
Andy Bird Chief Executive 545,529 450% USD $10.672
Sally Johnson Chief Financial Officer 194,345 300% GBP 860.16p
The number of shares awarded to Andy Bird was determined using the average
mid-market closing share price of the Company's American Depository Receipts
(ADRs) as traded on the New York Stock Exchange for the five trading days up
to and including 28 April 2023, which is the share price used to determine
award values for LTIP awards to the wider US-based employee population.
The number of shares awarded to Sally Johnson was determined using the average
mid-market closing share price of the Company's ordinary shares as traded on
the London Stock Exchange for the five trading days up to and including 28
April 2023, which is the share price used to determine award values for LTIP
awards to the wider employee population excluding those based in the US.
The Committee reserves the right to adjust payouts up or down before they are
released if it believes that the vesting outcome does not reflect underlying
financial or non-financial performance or if such other exceptional factors
warrant doing so. In making such adjustments, the Committee is guided by the
principle of aligning shareholder and management interests.
The notification below is made in accordance with the requirements of the UK
Market Abuse Regulation.
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them
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 American Depositary Receipts (ADRs) in Pearson plc, each ADR represents one
ordinary share of 25 pence in Pearson plc
Identification code
ISIN: US7050151056
b) Nature of the transaction Award of performance-related restricted shares under the Long-Term Incentive
Plan
c) Price(s) and volume(s) Price(s) Volume(s)
n/a 545,529
d) Aggregated information Aggregated price: N/A
- Aggregated volume
- Price Aggregated volume: see 4 (c) above
e) Date of the transaction 2 May 2023
f) Place of the transaction n/a
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Sally Johnson
2 Reason for the notification
a) Position/status Chief Financial Officer
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
Identification code
ISIN: GB0006776081
b) Nature of the transaction Award of performance-related restricted shares under the Long-Term Incentive
Plan
c) Price(s) and volume(s) Price(s) Volume(s)
n/a 194,345
d) Aggregated information Aggregated price: N/A
- Aggregated volume
- Price Aggregated volume: see 4 (c) above
e) Date of the transaction 2 May 2023
f) Place of the transaction n/a
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