Pearson PLC — Remuneration Information 2022

Feb 28, 2022

National Storage Mechanism | Additional information

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 Identification code	Ordinary shares of 25 pence each in Pearson plc ISIN: GB0006776081			American Depositary Receipts (ADRs), each representing one ordinary share of 25 pence, in Pearson plc ISIN: US7050151056
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 Price: n/a	Volume: 205,349 Price: £6.52884 per share Aggregated price:  £1,340,690.77	Volume: 207,584 Price: n/a
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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