Pearson plc (the "Company")
Notification of Directors' and PDMRs' Interests
Long-Term Incentive Plan
In 2001, the Company established the Pearson Long-Term Incentive Plan (the "LTIP"). Its purpose is to link management's long-term reward with Pearson's financial performance and returns to shareholders. Since 2006, the annual LTIP awards have been based around three performance measures: relative total shareholder return, return on invested capital and earnings per share growth. The LTIP was renewed and approved by shareholders in 2011. The operation of the LTIP is governed by the remuneration policy approved by shareholders at the Annual General Meeting on 25 April 2014.
2016 Award
On 3 May 2016, the Company made a grant of performance-related restricted shares to executive directors and other members of the Pearson Executive under the LTIP. This represents the company's annual grant of long-term incentives to executive directors and other members of the Pearson Executive for 2016.
The awards will vest on 3 May 2019 as follows:
a) one-half of the award will be based on Pearson's earnings per share in 2018;
b) one-third of the award will be based on Pearson's return on invested capital in 2018; and
c) one-sixth of the award will be based on Pearson's total shareholder return performance relative to the constituents of the FTSE World Media Index over the three-year period 1 January 2016 to 31 December 2018
Subject to meeting the performance conditions in full, and the retention of shares that vest on 3 May 2019 for a further two years, the maximum number of shares that John Fallon, CEO, may receive is: 383,000 and the maximum number of shares that Coram Williams, CFO, may receive is: 222,000.
The awards are consistent with the remuneration policy approved by shareholders at the Annual General Meeting on 25 April 2014 and were made on the following basis:
|
Name
|
Title
|
Restricted shares awarded
|
Share price on date of award
|
Face value on date of award
|
|
£
|
% of base salary at date of award
|
|
John Fallon
|
CEO
|
383,000
|
805.00p
|
£3,083,150
|
395%
|
|
Coram Williams
|
CFO
|
222,000
|
805.00p
|
£1,787,100
|
347%
|
Subject to meeting the performance conditions in full, and the retention of shares that vest on 3 May 2019 for a further two years, the maximum number of shares that the other members of the Pearson Executive may receive is as follows:
|
Name
|
Title
|
Restricted shares awarded
|
|
Albert Hitchcock
|
Chief Technology and Operations Officer
|
200,000
|
|
Tim Bozik
|
President Global Product
|
180,000
|
|
Rod Bristow
|
President Core Markets
|
180,000
|
|
Don Kilburn
|
President North America
|
180,000
|
|
Gio Giovanelli
|
President Growth Markets
|
180,000
|
|
Bob Whelan
|
President Pearson Assessments
|
180,000
|
|
Michael Barber
|
Chief Education Advisor
|
150,000
|
|
Kate James
|
Chief Corporate Affairs and Global Marketing Officer
|
160,000
|
|
Melinda Wolfe
|
Chief Human Resources Officer
|
160,000
|
Further details of the LTIP and its performance measures are contained in Pearson's annual report and accounts.
This notification is made in accordance with DTR 3.1.4R.