Pearson plc - (the "Company") Notification of Directors' Interests

Rhea-AI Summary

Pearson (PSO) has granted performance-related restricted shares under its 2025 Long-Term Incentive Plan (LTIP) to key executives. Chief Executive Omar Abbosh received 394,155 shares (450% of salary) and CFO Sally Johnson received 159,411 shares (300% of salary), both calculated at £11.668 per share. The awards will vest on May 1, 2028, subject to performance conditions, with an additional two-year holding period until May 1, 2030. The shares were awarded based on the average mid-market closing price over five trading days up to April 30, 2025. The Remuneration Committee maintains discretion to adjust payouts based on performance and exceptional factors.

Positive

• Executive compensation is aligned with long-term performance through 3-year vesting and 2-year holding periods
• Awards include dividend equivalent payments, enhancing potential returns
• Remuneration Committee maintains oversight to ensure alignment with company performance

Negative

• Significant potential dilution with total of 553,566 new shares to be issued
• High percentage of salary awards at 450% for CEO and 300% for CFO

2025 Long-Term Incentive Plan (LTIP) Awards

LONDON, May 6, 2025 /PRNewswire/ -- On 1 May 2025, the Company made a grant of performance-related restricted shares under the 2025 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 2025. The award will vest on 1 May 2028 subject to the performance conditions and targets as set out in the 2024 annual report. Any shares which vest on 1 May 2028 will be subject to an additional two-year holding period to 1 May 2030. The award also attracts dividend equivalent awards. 

The award is consistent with the remuneration policy 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
Omar Abbosh	Chief Executive	394,155	450 %	£11.668
Sally Johnson	Chief Financial Officer	159,411	300 %	£11.668

The number of shares awarded to Omar Abbosh and 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 30 April 2025, 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 Remuneration 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	Omar Abbosh
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
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	394,155
d)	Aggregated information - Aggregated volume - Price	Aggregated price: N/A Aggregated volume: see 4 (c) above
e)	Date of the transaction	1 May 2025
f)	Place of the transaction	Outside a trading venue

 

 

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 Identification code	Ordinary shares of 25 pence each in Pearson plc 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	159,411
d)	Aggregated information - Aggregated volume - Price	Aggregated price: N/A Aggregated volume: see 4 (c) above
e)	Date of the transaction	1 May 2025
f)	Place of the transaction	Outside a trading venue

Media Contacts: 
Laura Ewart - UK
Laura.ewart@pearson.com

Dan Nelson - US
Dan.nelson@pearson.com

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SOURCE Pearson

FAQ

What is the size of Pearson's (PSO) 2025 LTIP award to its CEO Omar Abbosh?

Pearson's CEO Omar Abbosh received 394,155 restricted shares, equivalent to 450% of his salary, calculated at £11.668 per share.

When will Pearson's 2025 LTIP awards vest?

The LTIP awards will vest on May 1, 2028, subject to performance conditions, followed by a two-year holding period until May 1, 2030.

How many restricted shares did Pearson's CFO Sally Johnson receive in the 2025 LTIP?

CFO Sally Johnson received 159,411 restricted shares, equivalent to 300% of her salary, calculated at £11.668 per share.

How was the share price determined for Pearson's 2025 LTIP awards?

The share price of £11.668 was determined using the average mid-market closing price of Pearson's shares on the London Stock Exchange for the five trading days up to April 30, 2025.