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.
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1 |
Details of the person discharging managerial responsibilities/person closely associated |
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a) |
Name |
Andy Bird |
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2 |
Reason for the notification |
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a) |
Position/status |
Chief Executive |
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b) |
Initial notification /Amendment |
Initial notification |
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3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer, or auction monitor |
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a) |
Name |
Pearson plc |
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b) |
LEI |
2138004JBXWWJKIURC57 |
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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 |
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a) |
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 |
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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 |
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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 |
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Volume: 423,786 ordinary shares
Price: n/a |
Volume: 223,795
Price: £8.934542 per share
Aggregated price: £1,999,505.83 |
Volume: 199,991
Price: n/a
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d) |
Aggregated information - Aggregated volume
- Price |
Aggregated volume: see 4 (c) above
Aggregated price: see 4 (c) above |
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e) |
Date of the transaction |
3 March 2023 |
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f) |
Place of the transaction |
London Stock Exchange (XLON) |
New York Stock Exchange (NYSE) |
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