Company Announcements

Director/PDMR Shareholding

Source: RNS
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.


Details of the person discharging managerial responsibilities/person closely associated



Andy Bird


Reason for the notification



Chief Executive


Initial notification /Amendment

Initial notification


Details of the issuer, emission allowance market participant, auction platform, auctioneer, or auction monitor



Pearson plc





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


Description of the financial instrument, type of instrument






Identification code

Ordinary shares of 25 pence each in Pearson plc








ISIN: GB0006776081

American Depositary Receipts (ADRs) in Pearson plc, each ADR represents one ordinary share of 25 pence in Pearson plc


ISIN: US7050151056


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


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


Price: n/a

Volume: 223,795



Price: £8.934542

per share


Aggregated price: 


Volume: 199,991



Price: n/a



Aggregated information

- Aggregated volume


- Price



Aggregated volume: see 4 (c) above



Aggregated price: see 4 (c) above


Date of the transaction

3 March 2023


Place of the transaction

London Stock Exchange (XLON)

New York Stock Exchange (NYSE)


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