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650 S. Exeter StreetBaltimore, Maryland 21202 PMB 1158, 1000 Brickell Ave, Suite 715
March 27, 2020 Miami, Florida 33131
April 14, 2023
Dear Stockholder,
We cordially invite you to attend the 20202023 Annual Meeting of Stockholders of Laureate Education, Inc. ("Laureate"(“Laureate”) to be held on Monday,Wednesday, May 11, 2020,24, 2023, at 10:00 a.m., Eastern Daylight Time. This year's meeting will be a completely virtual meeting. Our virtual stockholder meeting format will use technologyis designed to increase stockholder access and participation, save Laureate and our stockholders time and money, and provide to our stockholders with the rights and opportunities to participate in the virtual meeting similar to what they would have at an in-person meeting, and enable increased stockholder attendance and participation because stockholders can participate from any location around the world. In addition to online attendance, we will provide stockholders with the opportunity to hear all portions of the official meeting, submit written questions and comments during the meeting, and vote online during the open poll portion of the meeting. You may attend the meeting, vote your shares and submit questions electronically during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/LAUR2020.LAUR2023.
The attached Notice of 20202023 Annual Meeting and proxy statement describe the business that we will conduct at the 20202023 Annual Meeting webcast and provide information about us that you should consider when you vote your shares. As set forth in the attached proxy statement, the meeting will be held:held to:
1.To elect a Board of eleven (11) directors, each of whom shall hold office for a term of one year, expiring at the annual meeting in 2021, and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal.2.To hold an advisory vote to approve named executive officer compensation.3.To ratify the appointment of PricewaterhouseCoopers LLP as Laureate's independent registered public accounting firm for the year ending December 31, 2020.4.To transact such other business as may properly come before the 2020 Annual Meeting and any adjournments thereof.
| 1. | Elect a Board of nine (9) directors named in this Proxy Statement. |
| 2. | Hold an advisory vote to approve named executive officer compensation. |
| 3. | Ratify the appointment of PricewaterhouseCoopers LLP as Laureate’s independent registered public accounting firm for the year ending December 31, 2023. |
| 4. | To transact such other business as may properly come before the 2023 Annual Meeting and any adjournments thereof. |
Please carefully read each of the proposals in the accompanying Proxy Statementproxy statement before you vote.
Your vote is extremely important regardless of the number of shares you own. To ensureWhether or not you plan to attend the 2023 Annual Meeting online, please vote as soon as possible to make sure that your shares are represented at the 2020 Annual Meeting, whether you plan to virtually attend or not, please vote in accordance with the enclosed instructions.represented. You can vote your shares by telephone, electronically via the Internet or by completing and returning the enclosed proxy card or vote instruction form. If you vote using the encloseda proxy card or vote instruction form, if you must sign, date and mail the proxy card or vote instruction form in the enclosed envelope. If you decide to attend the 2020 Annual Meeting and wish to modify your vote, you may revoke your proxy and vote in person via attendance at the 2020 Annual Meeting.have received one.
Thank you for your continued interest in Laureate.
Sincerely,
| Sincerely, |
 |
| Kenneth W. Freeman |
Chairman of the Board of Directors |
Kenneth W. FreemanChairman of the Board of Directors
The proxy statement is dated March 27, 2020April 14, 2023 and is first being made available to stockholders on or about March 27, 2020.April 14, 2023.
TableNotice of Contents2023 Annual Meeting
NOTICE OF 2020 ANNUAL MEETINGOF STOCKHOLDERSof Stockholders
The 2020
Date and Time Wednesday, May 24, 2023, at 10:00 a.m., Eastern Daylight Time | Location Online only at www.virtualshareholder meeting.com/LAUR2023 | Who Can Vote The record date for the Annual Meeting is March 27, 2023. If you held Laureate Education, Inc. stock at the close of business on that date, you are entitled to vote at the Annual Meeting. |
Items of Business
Proposal
| 1. | Elect a board of nine (9) directors named in this Proxy Statement. |
| 2. | Hold an advisory vote to approve named executive officer compensation. |
| 3. | Ratify the appointment of PricewaterhouseCoopers LLP as Laureate’s independent registered public accounting firm for the year ending December 31, 2023. |
Stockholders of Laureate Education, Inc., a public benefit corporation formed under the laws of Delaware, will be held on Monday, May 11, 2020, at 10:00 a.m., Eastern Daylight Time, via a virtual meeting that will be webcast live and accessed at www.virtualshareholdermeeting.com/LAUR2020 for the following purposes:
1.To elect a Board of eleven (11) directors, each of whom shall hold office for a term of one year, expiring at the annual meeting in 2021, and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal.2.To hold an advisory vote to approve named executive officer compensation.3.To ratify the appointment of PricewaterhouseCoopers LLP as Laureate's independent registered public accounting firm for the year ending December 31, 2020.4.Toalso transactsuchany other businessas maythat properlycomecomes before the20202023 Annual Meeting and anyadjournments thereof.
The Proxy Statement accompanying this Notice describes each of these items in detail. The Proxy Statement contains other important information thatVoting Methods
Your vote is important. Whether or not you should read and consider before you vote.
The Board of Directors has fixedplan to attend the close of business on March 16, 2020 as the record date for the 2020 Annual Meeting. Only the holders of record of our Class A common stock or Class B common stock as of the close of business on the record date are entitled to notice of, and to vote at, the 20202023 Annual Meeting webcast and any adjournments thereof. online, please vote as soon as possible to make sure that your shares are represented.
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INTERNET www.proxyvote.com | TELEPHONE 1-800-690-6903 | Complete, sign, date and return your proxy card (if you received one) in the envelope provided. | ONLINE AT ANNUAL MEETING www.virtualshareholder meeting.com/LAUR2023 |
A list of the holders of record of our Class A common stock and Class B common stock will be available at the 20202023 Annual Meeting webcast and, during the 10 days prior to the 20202023 Annual Meeting webcast, at the offices of our corporate headquarters located at 650601 Brickell Key Drive, Suite 700, Miami, Florida 33131.
BY ORDER OF THE BOARD OF DIRECTORS:
Leslie S. Exeter Street, Baltimore, Maryland 21202.Brush
Deputy General Counsel and Secretary
April 14, 2023
Laureate is furnishing proxy materials to its stockholders through
Important Notice Regarding the Internet as permitted under the rules of the Securities and Exchange Commission. Under these rules, many stockholders will receive a Notice of Internet Availability of Proxy Materials insteadfor the
2023 Annual Meeting to be held on May 24, 2023:
Our Proxy Statement and 2022 Annual Report are available at
www.proxyvote.com.
Table of a paper copy of the NoticeContents
Proxy Statement Summary
2023 Annual Meeting of Stockholders and Proxy Statement, our proxy card, and our Annual Report to Stockholders. We believe that this process gives us the opportunity to serve you more efficiently by making the proxy materials available quickly online and reducing costs associated with printing and postage. Stockholders who do not receive a Notice of Internet Availability of Proxy Materials will receive a paper copy of the proxy materials by mail.
You can vote your shares of Class A common stock or Class B common stock by telephone, electronically via the Internet or by completing and returning the enclosed proxy card or vote instruction form. If you vote using the enclosed proxy card or vote instruction form, you must sign, date and mail the proxy card or vote instruction form in the enclosed envelope. If you decide to attend the 2020 Annual Meeting webcast and wish to modify your vote, you may revoke your proxy and vote in person via attendance at the 2020 Annual Meeting webcast.
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PROXY STATEMENT SUMMARY
2020 ANNUAL MEETING OF STOCKHOLDERS
| Date and Time: | May 24, 2023 10:00 a.m., Eastern Daylight Time | |
| Place: | Virtual Meeting via live webcast at www.virtualshareholdermeeting.com/ | |
| Record Date: | March | |
Voting Matters and Board Recommendation
How to Vote Your Shares
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INTERNET www.proxyvote.com | TELEPHONE 1-800-690-6903 | Complete, sign, date and return your proxy card (if you received one) in the envelope provided. | ONLINE AT ANNUAL MEETING www.virtualshareholder meeting.com/LAUR2023 |
Voting Overview
| Proposal Description | Board Vote Recommendation | Page Number with More Information | ||||||||||
Proposal 1 | Election of | 2 | ||||||||||
Proposal 2 | Advisory vote on executive compensation | 42 | ||||||||||
Proposal 3 | Ratification of the appointment of PricewaterhouseCoopers LLP as | 43 | ||||||||||
Board Nominees
Name | Position | Age | Director Since | |||
Andrew B. Cohen | Independent Director | 51 | 2013 | |||
Pedro del Corro | Independent Director | 65 | 2017 | |||
Aristides de Macedo | Independent Director | 67 | – | |||
Kenneth W. Freeman | Chairman of the Board, Independent Director | 72 | 2017 | |||
Barbara Mair | Independent Director | 61 | 2022 | |||
George Muñoz | Independent Director | 71 | 2013 | |||
Dr. Judith Rodin | Independent Director | 78 | 2013 | |||
Eilif Serck-Hanssen | Director, President and Chief Executive Officer | 57 | 2018 | |||
Ian K. Snow | Independent Director | 53 | 2007 | |||
This Proxy Statement Summary contains highlights of certain information in this Proxy Statement. Because it is only a summary, it does not contain all of the information that you should consider before voting. Please review the complete Proxy Statement and Laureate'sLaureate’s Annual Report on Form 10-K for additional information.
650 S. Exeter StreetBaltimore, Maryland 21202
PROXY STATEMENT FOR THE LAUREATE EDUCATION, INC.2020 ANNUAL MEETING OF STOCKHOLDERSTO BE HELD ON MAY 11, 2020
This
2023 Proxy Statement is being furnished to the holders 1
Proposal 1:
Election of the Class A common stock and Class B common stock of Laureate Education, Inc., a Delaware public benefit corporation ("Laureate"), in connection with the solicitation by our Board of Directors of proxies to be voted at the 2020 Annual Meeting of Stockholders of Laureate (the "2020 Annual Meeting") to be held on Monday, May 11, 2020, at 10:00 a.m., Eastern Daylight Time, via a virtual meeting that will be webcast live and accessed at www.virtualshareholdermeeting.com/ LAUR2020, or at any adjournments thereof, for the purposes set forth in the accompanying Notice of 2020 Annual Meeting.
On or about March 27, 2020, our proxy materials or the Notice of Internet Availability of Proxy Materials, as applicable, are being mailed, and this Proxy Statement and the other proxy materials are being made available via the Internet free of charge atwww.proxyvote.com, to all stockholders entitled to notice of, and to vote at, the 2020 Annual Meeting webcast. At the close of business on March 16, 2020, the record date for the 2020 Annual Meeting, there were 118,822,074 shares of Class A common stock and 90,813,257 shares of Class B common stock, respectively, outstanding and entitled to notice of and to vote at the 2020 Annual Meeting webcast.Only the holders of record of our Class A common stock and Class B common stock as of the close of business on the record date are entitled to notice of, and to vote at, the 2020 Annual Meeting webcast and any adjournments thereof.
If a stockholder executes and returns the enclosed proxy card or vote instruction form or submits vote instructions to us by telephone or via the Internet, the stockholder may nevertheless revoke the proxy at any time prior to its use by filing with the Secretary of Laureate a written revocation or a duly executed proxy bearing a later date or by submitting revised vote instructions to us by telephone or via the Internet prior to 11:59 p.m. EDT on Sunday, May 10, 2020, in accordance with the instructions on the accompanying proxy card or vote instruction form. A stockholder who attends the 2020 Annual Meeting via webcast may revoke his or her proxy at that time and vote in person via attendance at the virtual meeting if so desired.
Unless revoked or unless contrary instructions are given, each proxy that is properly signed, dated and returned or authorized by telephone or via the Internet in accordance with the instructions on the enclosed proxy card or vote instruction form prior to the start of the 2020 Annual Meeting webcast will be voted as indicated on the proxy card or vote instruction form or via telephone or the Internet and if no indication is made, each such proxy will be deemed to grant authority to vote, as applicable:
PROPOSAL 1: FOR the election of Brian F. Carroll, Andrew B. Cohen, William L. Cornog, Pedro del Corro, Michael J. Durham, Kenneth W. Freeman, George Muñoz, Dr. Judith Rodin, Eilif Serck-Hanssen, Ian K. Snow, and Steven M. Taslitz, each of whom shall hold office for a term of one year, expiring at the annual meeting in 2021, and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal.
PROPOSAL 2: FOR the advisory vote to approve named executive officer compensation.
PROPOSAL 3: FOR ratification of the appointment of PricewaterhouseCoopers LLP as Laureate's independent registered public accounting firm for the year ending December 31, 2020.
PROPOSAL 4: In the discretion of the proxies with respect to the transaction of such other business as may properly come before the 2020 Annual Meeting webcast and any adjournments thereof.
OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES LISTED UNDER PROPOSAL 1, "FOR" THE ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION UNDER PROPOSAL 2, AND "FOR" THE RATIFICATION OF AUDITORS UNDER PROPOSAL 3.
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QUESTIONS AND ANSWERS ABOUT THE 2020 ANNUAL MEETING
Q:Why did I receive these materials?A:We are making this Proxy Statement available to you on or around March 27, 2020 because the Board of Directors is soliciting your proxy to vote at the 2020 Annual Meeting to be held on Monday, May 11, 2020, at 10:00 a.m., Eastern Daylight Time, via a virtual meeting that will be webcast live and accessed at www.virtualshareholdermeeting.com/LAUR2020, or at any adjournments thereof. The information provided in this Proxy Statement is for your use in deciding how to vote on the proposals described below.Q:Who is entitled to attend and vote at the Annual Meeting?A:You can attend and vote at the 2020 Annual Meeting webcast if, as of the close of business on March 16, 2020, the record date for the 2020 Annual Meeting, you were a stockholder of record of Laureate's Class A common stock or Class B common stock. As of the record date, there were 118,822,074 shares of our Class A common stock and 90,813,257 shares of our Class B common stock outstanding.
To attend and participate in the 2020 Annual Meeting webcast, you will need the 16-digit control number included in your Notice and Access Card, on your proxy card or on the instructions that accompanied your proxy materials. If your shares are held instreet name, you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. The meeting webcast will begin promptly at 10:00 a.m., Eastern Daylight Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:45 a.m., Eastern Daylight Time, and you should allow ample time for the check-in procedures.
Q:What is the difference between being aregistered stockholderand holding shares instreet name?A:Aregistered stockholderholds shares in his or her name. Shares held instreet namemeans that shares are held in the name of a bank, broker or other nominee on the holder's behalf.Q:What do I do if my shares are held instreet name?A:If your shares are held in a brokerage account or by a bank or other holder of record, you are considered the "beneficial owner" of shares held instreet name. The Notice and Access Card or the proxy materials, if you elected to receive a hard copy, has been forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by following their instructions for voting. Please refer to information from your bank, broker or other nominee on how to submit your voting instructions.Q:What are the voting rights of each class of stock?A:For each proposal, stockholders are entitled to cast one vote for each share of Class A common stock held as of the record date and 10 votes for each share of Class B common stock held as of the record date. There are no cumulative voting rights.Q:How do I attend and vote at the Annual Meeting?A:We will be hosting the 2020 Annual Meeting live via audio webcast. Any stockholder can attend the 2020 Annual Meeting live online by accessing www.virtualshareholdermeeting.com/LAUR2020. You will need to obtain your own Internet access if you choose to virtually attend the 2020 Annual Meeting. If you were a stockholder as of the Record Date, or you hold a valid proxy for the 2020
•Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/LAUR2020.•Assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/LAUR2020 on the day of the 2020 Annual Meeting.•Webcast starts at 10:00 a.m., Eastern Daylight Time.•You will need your 16-Digit Control Number to enter the 2020 Annual Meeting.•Stockholders may submit questions while attending the 2020 Annual Meeting via the Internet.•Webcast replay of the 2020 Annual Meeting will be available until May 11, 2021.
Annual Meeting, you can vote at the 2020 Annual Meeting. A summary of the information that you need to attend the 2020 Annual Meeting webcast is provided below:
Q:What if during the check-in time or during the 2020 Annual Meeting webcast I have technical difficulties or trouble accessing the virtual meeting website?A:We will have technicians ready to assist you with any technical difficulties that you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the 2020 Annual Meeting login page.Q:Can I vote my shares before the Annual Meeting?A:Yes. If you are aregistered stockholder, there are three ways to vote your shares before the 2020 Annual Meeting webcast:•By Internet (www.proxyvote.com)—Use the Internet to transmit your voting instructions until 11:59 p.m. EDT on May 10, 2020. Have your Notice of Internet Availability of Proxy Materials or proxy card available and follow the instructions on the website to vote your shares.•By telephone (1-800-690-6903)—Submit your vote by telephone until 11:59 p.m. EDT on May 10, 2020. Have your Notice of Internet Availability of Proxy Materials or proxy card available and follow the instructions provided by the recorded message to vote your shares.•By mail—If you received a paper copy of the proxy materials, you can vote by mail by filling out the proxy card enclosed with those materials and returning it using the instructions on the card. To be valid, proxy cards must be received before the start of the 2020 Annual Meeting webcast.
If your shares are held instreet name, your bank, broker or other nominee may provide you with a Notice of Internet Availability of Proxy Materials that contains instructions on how to access our proxy materials and vote online or request a paper or email copy of our proxy materials. If you received these materials in paper form, the materials included a vote instruction form so that you can instruct your bank, broker or other nominee how to vote your shares.
Please see the Notice of Internet Availability of Proxy Materials or the information that your bank, broker or other nominee provided you for more information on these voting options.
Q:Can I revoke my proxy or change my voting instructions once submitted?A:If you are aregistered stockholder, you can revoke your proxy and change your vote before the 2020 Annual Meeting webcast by:•Sending a written notice of revocation to our executive offices to the attention of our Secretary (the notification must be received by 11:59 p.m. EDT on May 10, 2020). The notice should be addressed as follows:
•Voting again by Internet or telephone before 11:59 p.m. EDT on May 10, 2020 (only the latest vote you submit will be counted); or•Submitting a new properly signed and dated paper proxy card with a later date (your proxy card must be received before the start of the 2020 Annual Meeting webcast).
Laureate Education, Inc.650 S. Exeter Street,Baltimore, Maryland 21202Attn: Secretary
If your shares are held instreet name, you should contact your bank, broker or other nominee about revoking your voting instructions and changing your vote before the 2020 Annual Meeting webcast.
If you are eligible to vote at the 2020 Annual Meeting, you also can revoke your proxy or voting instructions and change your vote at the 2020 Annual Meeting webcast by casting a ballot via the online platform before the polls close.
Q:What will happen if I submit my proxy but do not vote on a proposal?A:If you submit a valid proxy but fail to provide instructions on how you want your shares to be voted, properly submitted proxies will be voted:•"FOR" the election of Brian F. Carroll, Andrew B. Cohen, William L. Cornog, Pedro del Corro, Michael J. Durham, Kenneth W. Freeman, George Muñoz, Dr. Judith Rodin, Eilif Serck-Hanssen, Ian K. Snow, and Steven M. Taslitz, each of whom shall hold office for a term of one year, expiring at the annual meeting in 2021, and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal;•"FOR" the advisory vote to approve named executive officer compensation; and•"FOR" ratification of the appointment of PricewaterhouseCoopers LLP as Laureate's independent registered public accounting firm for the year ending December 31, 2020.
If any other item is properly presented for a vote at the meeting, the shares represented by your properly submitted proxy will be voted at the discretion of the proxies.
Q:What will happen if I neither submit my proxy nor vote my shares in person at the 2020 Annual Meeting?A:If you are aregistered stockholder, your shares will not be voted.
•Vote your street-name shares even though you have not provided voting instructions; or•Choose not to vote your shares.
If your shares are held instreet name, your bank, broker or other nominee may vote your shares on certain "routine" matters. The ratification of independent auditors is currently considered to be a routine matter. On this matter, your bank, broker or other nominee can:
The other matters that you are being asked to vote on are not routine and cannot be voted by your bank, broker or other nominee without your instructions. When a bank, broker or other nominee is unable to vote shares for this reason, it is called a "broker non-vote."
Q:What does it mean if I receive more than one set of materials?A:You probably have multiple accounts with us and/or banks, brokers or other nominees. You should vote all of the shares represented by the proxy cards and/or voting instruction forms. Certain banks, brokers or other nominees have procedures in place to discontinue duplicate mailings upon a stockholder's request. You should contact your bank, broker or other nominee for more information.Q:How many shares must be present to conduct business at the 2020 Annual Meeting?A:To carry on the business of the 2020 Annual Meeting, holders of a majority of the voting power of Class A common stock and Class B common stock issued and outstanding as of the record date must be present in person via attendance at the virtual meeting or represented by proxy.Q:What vote is required to approve each proposal?A:For Proposal 1, unless otherwise provided in the Wengen Securityholders Agreement (as herein defined), directors will be elected by a plurality of the votes of the shares of our Class A common stock and Class B common stock (voting together as a single class) present in person via attendance at the virtual meeting or represented by proxy at the 2020 Annual Meeting at which a quorum is present, which means that the 11 nominees receiving the highest number of affirmative votes will be elected.
For Proposal 2, the advisory vote to approve named executive officer compensation, the affirmative vote of a majority of the voting power of the shares of our Class A common stock and Class B common stock (voting together as a single class) present in person via attendance at the virtual meeting or represented by proxy (and entitled or required to vote thereon) at the 2020 Annual Meeting at which a quorum is present will be required for approval.
For Proposal 3, the ratification of the appointment of PricewaterhouseCoopers LLP as Laureate's independent registered public accounting firm for the year ending December 31, 2020, the affirmative vote of a majority of the voting power of the shares of our Class A common stock and Class B common stock (voting together as a single class) present in person via attendance at the virtual meeting or represented by proxy (and entitled or required to vote thereon) at the 2020 Annual Meeting at which a quorum is present will be required for approval.
Q:Are abstentions and broker non-votes counted in the vote totals?A:A broker non-vote occurs when shares held by a bank, broker or other nominee are not voted with respect to a particular proposal because the bank, broker or other nominee does not have discretionary authority to vote on the matter and has not received voting instructions from its clients. If your bank, broker or other nominee holds your shares in its name and you do not instruct your bank, broker or other nominee how to vote, your bank, broker or other nominee will only have discretion to vote your shares on "routine" matters. Where a proposal is not "routine," a bank, broker or other nominee who has received no instructions from its clients does not have discretion to vote its clients' uninstructed shares on that proposal. At our 2020 Annual Meeting, only Proposal 3 (ratifying the appointment of our independent registered public accounting firm) is considered a routine matter. Your bank, broker or other nominee will therefore not have discretion to vote on the election of directors or the advisory vote to approve named executive officer compensation, as these are "non-routine" matters.
Broker non-votes and abstentions by stockholders from voting (including banks, brokers or other nominees holding their clients' shares of record who cause abstentions to be recorded) will be counted towards determining whether or not a quorum is present at the virtual meeting. However, as the 11 nominees receiving the highest number of affirmative votes will be elected, abstentions and broker non-votes will not affect the outcome of the election of Directors. With regard to the affirmative vote of the shares present at the virtual meeting or represented by proxy, required for Proposal 2, because it is a non-routine matter, abstentions will have the effect of a vote against Proposal 2 and broker non-votes will not impact the outcome of Proposal 2. With regard to the affirmative vote of the shares present at the virtual meeting or represented by proxy required for Proposal 3, it is a routine matter so there will be no broker non-votes (and brokerage firms may vote in their discretion on this matter on behalf of beneficial owners who have not furnished voting instructions before the date of the 2020 Annual Meeting), and abstentions will have the effect of a vote against Proposal 3.
Q:How are votes counted?A:In the election of directors, Proposal 1, you may vote "FOR" all or some of the nominees or your vote may be "WITHHELD" with respect to one or more of the nominees.
For Proposal 2 and Proposal 3, you may vote "FOR," "AGAINST," or "ABSTAIN." If you elect to "ABSTAIN," the abstention has the same effect as a vote "AGAINST."
If you provide specific instructions with regard to certain items, your shares will be voted as you instruct on such items. If no instructions are indicated on a properly executed proxy card or over the telephone or Internet, the shares will be voted as recommended by our Board of Directors. (See "What will happen if I submit my proxy but do not vote on a proposal?" for additional information.)
Q:Is my vote confidential?A:Yes. The vote of any stockholder will not be revealed to anyone other than a tabulator of votes or an election inspector, except (i) as necessary to meet applicable legal and stock exchange listing requirements, (ii) to assert claims for or defend claims against Laureate, (iii) to allow the Inspectors of Election to certify the results of the stockholder vote, (iv) in the event that a proxy solicitation in opposition to Laureate or the election of the Board of Directors takes place, (v) if a stockholder has requested that his or her vote be disclosed, or (vi) to respond to stockholders who have written comments on Proxy Cards.Q:Will any other business be transacted at the meeting? If so, how will my proxy be voted?A:Management does not know of any business to be transacted at the 2020 Annual Meeting other than those matters described in this Proxy Statement. The period specified in the proxy statement for our 2019 Annual Meeting of Stockholders for submitting additional proposals to be considered at the meeting has passed and there are no such proposals to be considered. However, should any other matters properly come before the meeting, and any adjournments thereof, shares with respect to which voting authority has been granted to the proxies will be voted by the proxies in accordance with their judgment.Q:Who will pay the cost of soliciting votes for the 2020 Annual Meeting?A:We will bear the entire cost of solicitation of proxies, including the preparation, assembly, printing, and mailing of this Proxy Statement and the accompanying materials. The largest expense in the proxy process is printing and mailing the proxy materials. Proxies also may be solicited on behalf of Laureate by directors, officers or employees of Laureate in person or by mail, telephone or
facsimile transmission. No additional compensation will be paid to such directors, officers, or employees for soliciting proxies. We have engaged Broadridge Financial Solutions, Inc. to assist us in the distribution of proxies. We will also reimburse brokerage firms and other custodians, nominees and fiduciaries for their expenses incurred in sending our proxy materials to beneficial owners of our common stock as of the record date.
Q:Why hold a virtual meeting?A:We are excited to use technology designed to increase stockholder access, save Laureate and our stockholders time and money, and provide to our stockholders the rights and opportunities to participate in the virtual meeting similar to what they would have at an in-person meeting. Furthermore, in light of the concerns regarding novel coronavirus (COVID-19), we believe that hosting a virtual meeting is in the best interest of the Company and its stockholders and enables increased stockholder attendance and participation because stockholders can participate from any location around the world.Q:When will you publish the results of the 2020 Annual Meeting?A:We will include the results of the votes taken at the 2020 Annual Meeting in a Current Report on Form 8-K filed with the Securities and Exchange Commission within four business days following the 2020 Annual Meeting webcast.
PROPOSAL 1: ELECTION OF DIRECTORS
At the 20202023 Annual Meeting, our stockholders will be asked to elect 11 directorsthe nine Director nominees named herein for a one-year term expiring at the next annual meeting of stockholders. Subject to the Wengen Securityholders Agreement (as defined below), each director will hold office until his or her successor has been elected and qualified or until the director'sdirector’s earlier death, resignation or removal.
Recommendation of our Board of Directors
Our Board of Directors recommends voting "FOR"“FOR” the election of each of the Director nominees named herein as directors, each of whom shall hold office for a term of one year, expiring at the annual meeting in 2021,2024 and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal.
Each proxy or vote instruction form will be voted for the election of each of the Director nominees named herein as directors, unless the proxy contains contrary instructions. Shares of Class A common stock and Class B common stock represented by proxies received by the Board of Directors and not so marked as to withhold authority to vote for any individual nominee or for all nominees will be voted (unless one or more nominees are unable to serve) for the election of the nominees named below. The Board of Directors knows of no reason why any such nominee should be unable or unwilling to serve, but if such should be the case, proxies will be voted for the election of some other person or the size of the Board of Directors will be fixed at a lower number.
EachAs of the nominees currently serves as a memberdate of our Board of Directors. Threethe 2023 Annual Meeting, two of our directors are elected in accordance withwill be designated pursuant to the provisions of the Wengen Securityholders Agreement (as defined below). See "—“— Corporate Governance—Governance — Directors Designated by Certain of the Wengen Investors under the Wengen Securityholders Agreement."” Subject to the provisions of the Wengen Securityholders Agreement, our directors are elected by a plurality of the votes cast by the stockholders present or represented by proxy and entitled to vote at the annual meeting. Abstentions and broker non-votes are not considered votes cast and will have no effect on the outcome of this proposal.
Nominees for Election to the Board of Directors
Our Board of Directors has nominated nine persons to stand for election at the 2023 Annual Meeting and to hold office until the next Annual Meeting. All nominees are currently Directors elected at the 2022 Annual Meeting, except for Mr. de Macedo, who is a new Director nominee.
The Nominating and Governance Committee has recommended the nine nominees for nomination by the Board of Directors after an evaluation of the size and composition of the Board and a review of each member’s skills, experience, and independence. Our Board of Directors believes that each of the nominees brings strong skills, background, experience and expertise to the boardroom, giving the Board as a group the appropriate balance of skills needed to exercise its oversight responsibilities and composition that aligns with our long-term strategy. The Board further believes that diversity with respect to gender, race and ethnicity, background, professional experiences and perspectives are important elements in the Board selection process. See “— Corporate Governance — Board Diversity.”
We believe that we have an effective process in place for seeking out, evaluating and recommending potential candidates for election to the Board. The Board recognizes the importance of evaluating Board refreshment within the context of our overall business strategy and current operations. The Nominating and Governance Committee regularly considers the size and composition of the Board by considering the diversity, background, experience, and tenure of our Board members. Discussions were held throughout the year covering Director tenure and the skill sets represented by the current Directors and in consideration of the need to add new members with unique expertise and experiences that the Nominating and Governance Committee and the Board believe will benefit the Company and the Board as a whole.
Through this process, the Nominating and Governance Committee, with the assistance of an independent third-party search firm, has determined to recommend, and the Board to nominate, Aristides de Macedo for election as a Director at the 2023 Annual Meeting. Mr. de Macedo’s executive leadership roles, business experience in Latin America, and experience serving as a director of a Laureate university in Peru make him well qualified to serve as a Director. The Board expects Mr. de Macedo to provide meaningful perspectives on a wide range of matters, including with respect to our strategic priorities and valuable industry insights.
2 Laureate Education, Inc.
By nominating Mr. de Macedo, the Board of Directors intends to fill the vacancy on the Board of Directors created by the resignation of William K. Cornog as of November 22, 2022.
The names of the nominees for election to the Board of Directors and certain information about such nominees including their ages, are set forth below. All Directors nominated are independent except for Mr. Serck-Hanssen. For information concerning the number of shares of common stock beneficially owned by each nominee, see "Security“Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters."”
| Andrew B. Cohen | ||
| Age: 51 Director since: 2013 Committees: Compensation | Mr. Cohen is the chief investment officer and co-founder of Cohen Private Ventures, LLC, which invests long-term capital, primarily in direct private investments and other opportunistic transactions, and manages family office activities, on behalf of Steven A. Cohen. From 2002 to 2005 and from 2010 to 2014, Mr. Cohen was an analyst and portfolio manager at S.A.C. Capital Advisors, L.P., an investment management firm and the predecessor to Cohen Private Ventures, LLC. From 2005 to 2009, Mr. Cohen was a managing director and partner of Dune Capital Management LP, an investment management firm. Mr. Cohen began his career at Morgan Stanley, where he was an analyst in the real estate department and principal investing group (MSREF) and then an associate in the mergers and acquisitions group after business school. Mr. Cohen currently is a director of Republic First Bancorp, Inc. and serves as a member of the boards of directors of several private companies. He also serves on the National Advisory Board of the Johns Hopkins Berman Institute of Bioethics and the Painting and Sculpture Committee of The Whitney Museum of American Art. Mr. Cohen earned a B.A. from the University of Pennsylvania and an M.B.A. from the Wharton School of the University of Pennsylvania. | |
| Pedro del Corro | ||
| Age: 65 Director since: 2017 Committees: Compensation Education | Mr. del Corro is a member of Torreal, S.A., one of the largest private investment firms in Spain. He joined Torreal in 1990 and is currently a Senior Advisor and Member of the Family Counsel. Prior to joining Torreal, Mr. del Corro held various positions with Procter & Gamble in Spain, Belgium, the United Kingdom and Portugal. Mr. del Corro currently is a director of each of Arbarin Sicav, S.A., Inversiones Naira Sicav, S.A., and Austral Capital SIL, S.A. In the past five years, he has served as a member of the boards of directors of Universidad Europea de Madrid, S.L.U., Imagina Media Audiovisual, S.L. and Saba Infraestructuras. Mr. del Corro earned a law degree from the Universidad de Deusto and a business administration degree from ICADE Business School — Universidad Pontificia de Comillas. | |
Aristides de Macedo New Director Nominee | ||
Age: 67 Director since: — | Mr. de Macedo has more than 30 years of international business experience in Latin America. Mr. de Macedo previously served as the Chief Executive Officer of Grupo Salud Del Perú SAC, a health services start-up, from 2010 to 2011, and held various executive positions with Kraft Foods Inc., including as President of Kraft Andean from 2007 to 2009, President of Kraft Brasil from 2003 to 2006, General Manager of Kraft Venezuela from 2001 to 2003, and General Manager of Kraft Peru from 1999 to 2001. Mr. de Macedo has served on various public and private boards of directors in Latin America and currently serves as a director of Alicorp S.A.A., a Peruvian consumer goods company, since 2010, and Grupo Vazquez, an Ecuadorian company operating in diversified sectors including automotive, retail and insurance, since 2020. Additionally, Mr. de Macedo served as the independent Chairman of the board of directors of Universidad Peruana de Ciencias Aplicadas, a Laureate university, from 2015 to April 2023, after becoming a director in 2012. Mr. de Macedo earned a B.A. in business administration from Fundação Getulio Vargas (Brazil). | |
2023 Proxy Statement 3
| Kenneth W. Freeman Chairman | ||
| Age: 72 Director since: 2017 Chairman since: Committees: Audit and Risk Compensation Education Nominating & | Mr. Freeman has been Dean Emeritus and Professor of the Practice at Boston University Questrom School of Business since 2018 and served as the Allen Questrom Professor and Dean from 2010 to 2018. Since September 2022, Mr. Freeman has served as Vice President and Associate Provost at Boston University. In January 2022, he was named the Interim Vice President and Associate Provost for Online Learning Initiatives and was Interim Vice President for Human Resources at Boston University in 2020 and 2021. In 2005, Mr. Freeman joined KKR, a global alternative asset manager, engaging primarily with the healthcare and industrial teams. From 2010 through 2014, Mr. Freeman served as a senior advisor to KKR. Prior to joining KKR, Mr. Freeman was chairman and chief executive officer of Quest Diagnostics Incorporated from 1997 through 2004. In 1995 and 1996, Mr. Freeman was the president and chief executive officer of Corning Clinical Laboratories, the predecessor company to Quest Diagnostics Incorporated. Prior to that, he served in various general management and financial roles with Corning Incorporated. Mr. Freeman currently is a director of Production Resource Group, LLC, Lightcast and WBUR. Mr. Freeman earned a B.S.B.A. from Bucknell University and an M.B.A. from Harvard Business School. | |
| Barbara Mair | |||||||
Director since: 2022 Committees: Audit and Risk Education | |||||||
| George Muñoz | ||||
| Age: 71 Director since: 2013 Committees: Audit and Risk Compensation | ||||
4 Laureate Education, Inc.
| Age: 78 Director since: 2013 Committees: Education (Chair) Nominating & | ||
Eilif Serck-Hanssen President and Chief Executive Officer | ||
Age: 57 Director since: 2018 | ||
| Age: 53 Director since: 2007 Committees: Nominating & | ||||
*Independent director.
Brian F. Carroll is the managing partner of Carroll Capital LLC. He was, through 2016, a member of KKR, a global alternative asset manager. He joined KKR in 1995 and was head of the consumer and retail teams in Europe. He also was a member of the European Investment Committee. Prior to joining KKR, Mr. Carroll was with Donaldson, Lufkin & Jenrette, where he worked on a broad range of high yield financing, corporate finance and merchant banking transactions. In the past five years, Mr. Carroll has served as a member of the boards of directors of Flowgroup Plc, Pets at Home Group Plc, Cognita, Northgate Information Solutions, SMCP and Afriflora. Mr. Carroll earned a B.S. and B.A.S. from the University of Pennsylvania and an M.B.A. from Stanford University Graduate School of Business. Mr. Carroll has been a Director and the Chairman of the Compensation Committee of our Board of Directors since July 2007.
Andrew B. Cohen is the chief investment officer and co-founder of Cohen Private Ventures, LLC, which invests long-term capital, primarily in direct private investments and other opportunistic transactions, and manages family office activities, on behalf of Steven A. Cohen. From 2002 to 2005 and from 2010 to 2014, Mr. Cohen was an analyst and portfolio manager at S.A.C. Capital Advisors, L.P., an investment management firm and the predecessor to Cohen Private Ventures, LLC. From 2005 to 2009, Mr. Cohen was a managing director and partner of Dune Capital Management LP, an investment management firm. Mr. Cohen began his career at Morgan Stanley, where he was an analyst in the real estate department and principal investing group (MSREF) and then an associate in the mergers and acquisitions group after business school. Mr. Cohen currently is a director of Republic First Bancorp, Inc. and serves as a member of the boards of directors of several private companies. He also serves on the National Advisory Board of the Johns Hopkins Berman Institute of Bioethics and the Painting and Sculpture Committee of The Whitney Museum of American Art. In the past five years, Mr. Cohen has served as a member of the board of directors of Kadmon Holdings, Inc. Mr. Cohen earned a B.A. from the University of Pennsylvania and an M.B.A. from the Wharton School of the University of Pennsylvania. Mr. Cohen has been a Director since June 2013.2023 Proxy Statement 5
William L. Cornog joined KKR Capstone, a consulting firm that provides services to KKR portfolio companies, in 2002 and currently serves as the managing partner of KKR Capstone. Mr. Cornog serves as a member of KKR's Americas, EMEA, APAC, Infrastructure, TMT Growth Portfolio Management, Investment & Distribution and Valuation Committees. Prior to joining KKR Capstone, Mr. Cornog was with Williams Communications Group as the senior vice president and general manager of network services. Prior to Williams Communications Group, Mr. Cornog was a partner at The Boston Consulting Group. Mr. Cornog also has worked in direct marketing with Age Wave Communications and in marketing and sales positions with SmithKline Beckman. Mr. Cornog currently is a director of Channel Control Merchants and Optir, private companies in which KKR is an investor. Mr. Cornog earned a B.A. from Stanford University and an M.B.A. from Harvard Business School. Mr. Cornog has been a Director since February 2017 and the Chairman of the Nominating and
Corporate Governance Committee of our Board of Directors since January 2018.
Pedro del Corro is a member of Torreal, S.A. ("Torreal"), one of the largest private investment firms in Spain. He joined Torreal in 1990 and is currently a managing director and a member of its board. Prior to joining Torreal, Mr. del Corro held various positions with Procter & Gamble in Spain, Belgium, the United Kingdom and Portugal. Mr. del Corro currently is a director of each of Arbarin Sicav, S.A. and Inversiones Naira Sicav, S.A. In the past five years, he has served as a member of the boards of directors of Universidad Europea de Madrid, S.L.U., Imagina Media Audiovisual, S.L. and Saba Infraestructuras. Mr. del Corro earned a law degree from the Universidad de Deusto and a business administration degree from ICADE Business School—Universidad Pontificia de Comillas. Mr. del Corro has been a Director since February 2017.
Michael J. Durham was a member of the board of directors and chairman of the audit committee of Travelport Worldwide Limited from 2014 until June 2019. From 2000 to 2012, Mr. Durham was the president and chief executive officer of Cognizant Associates ("Cognizant"), a consulting company he
founded. Before founding Cognizant, Mr. Durham served as director, president and chief executive officer of The Sabre Group, Inc. ("Sabre"), then a NYSE-listed company providing information technology services to the travel industry. Mr. Durham held those positions from October 1996, the date of Sabre's initial public offering, until October 1999. Prior to that, Mr. Durham worked at AMR Corp./American Airlines, serving as the senior vice president and treasurer of AMR Corporation and the senior vice president of finance and the chief financial officer of American Airlines until he assumed the position of president of Sabre. In the past five years, Mr. Durham has served as a member of the boards of directors of Cambridge Capital Acquisition Corp. and The Hertz Corporation. Mr. Durham earned a B.A. from the University of Rochester and an M.B.A. from Cornell University. Mr. Durham has been a Director since April 2017.
Kenneth W. Freeman has served as the Chairman of our Board of Directors since January 2019. Mr. Freeman is Dean Emeritus and Professor of the Practice at Boston University Questrom School of Business. He was named Dean Emeritus in September 2018 after serving as the Allen Questrom Professor and Dean from August 2010 to September 2018. Mr. Freeman served as a senior advisor of KKR from August 2010 through December 2014. From October 2009 to August 2010, Mr. Freeman was a member of KKR Management LLC, the general partner of KKR & Co. L.P. Mr. Freeman was a member of the limited liability company that served as the general partner of KKR from 2007. He joined the firm as a managing director in May 2005. From May 2004 to December 2004, Mr. Freeman was the chairman of Quest Diagnostics Incorporated, and from January 1996 to May 2004, he served as the chairman and chief executive officer of Quest Diagnostics Incorporated. From May 1995 to December 1996, Mr. Freeman was the president and chief executive officer of Corning Clinical Laboratories, the predecessor company to Quest Diagnostics Incorporated. Prior to that, he served in various general management and financial roles with Corning Incorporated. Mr. Freeman currently is a director of the Center for Higher Ambition Leadership. In the past five years, Mr. Freeman has served as chairman of the board of trustees of Bucknell University, chairman of the Graduate Management Admission Council and chairman of Lake Region Medical, Inc. Mr. Freeman earned a BSBA from Bucknell University and an M.B.A. from Harvard Business School. Mr. Freeman has been a Director since April 2017.
George Muñoz has been a principal in the Washington, D.C.-based investment banking firm Muñoz Investment Banking Group, LLC since 2001. Mr. Muñoz has also been a partner in the Chicago-based law firm Tobin & Muñoz, LLC since 2002. Mr. Muñoz served as the president and chief executive officer of the Overseas Private Investment Corporation from 1997 to January 2001. Mr. Muñoz was the chief financial officer and assistant secretary of the U.S. Treasury Department from 1993 until 1997. Mr. Muñoz is a certified public accountant and an attorney. Mr. Muñoz served three terms as president of the Chicago Board of Education in the mid-1980s. Mr. Muñoz has taught courses in globalization at Georgetown University in Washington D.C. and is co-author of the book "Renewing the American Dream: A Citizen's Guide for Restoring of Competitive Advantage." Mr. Muñoz currently is a director of each of Marriott International, Inc. (and a member of its audit committee), Altria Group, Inc. and Anixter International, Inc. (and a member of its compensation committee), and a trustee of the National Geographic Society. Mr. Muñoz earned a B.B.A. from the University of Texas, a J.D. and a Master of Public Policy from Harvard University, and an LL.M. in Taxation from DePaul University. Mr. Muñoz has been a Director since March 2013 and the Chairman of the Audit Committee of our Board of Directors since August 2013.
Dr. Judith Rodin served as the president of The Rockefeller Foundation from March 2005 to January 2017. The foundation supports efforts to combat global social, economic, health and environmental challenges. From 1994 to 2004, Dr. Rodin served as the president of the University of Pennsylvania. Before that, Dr. Rodin chaired the Department of Psychology at Yale University, and also served as the dean of the Graduate School of Arts and Sciences and provost, and served as a faculty member at the university for 22 years. From 1997 to 2013, Dr. Rodin served as a member of the
board of directors of AMR Corporation (and a member of its audit committee). From 2002 to 2018, Dr. Rodin served as a member of the board of directors of Comcast Corporation (and a member of its audit and compensation committees). From 2004-2017, Dr. Rodin served as a member of the board of directors of Citigroup Inc. (and a member of its compensation committee). Dr. Rodin currently serves as a member of the boards of directors of several private companies, and advises and speaks globally on education, resilience, impact investing and philanthropy. Dr. Rodin earned a B.A. from the University of Pennsylvania and a Ph.D. from Columbia University. Dr. Rodin has been a Director since December 2013.
Eilif Serck-Hanssen has served as our Chief Executive Officer since January 2018 and took on the additional title of President in July 2019. From March 2017 to December 2017, Mr. Serck-Hanssen served as our President and Chief Administrative Officer, as well as our Chief Financial Officer. From July 2008 through March 2017, Mr. Serck-Hanssen served as our Executive Vice President and Chief Financial Officer. From February 2008 until July 2008, Mr. Serck-Hanssen served as chief financial officer and president of international operations at XOJET, Inc. In January 2005, Mr. Serck-Hanssen was part of the team that founded Eos Airlines, Inc., a premium airline, and until February 2008, Mr. Serck-Hanssen served as its executive vice president and chief financial officer. Prior to starting Eos Airlines, Mr. Serck-Hanssen served in several financial executive positions at US Airways, Inc. (now American Airlines, Inc.) and Northwest Airlines, Inc. (now Delta Airlines, Inc.), including serving as a senior vice president and treasurer of US Airways, Inc. Prior to joining the airline industry, Mr. Serck-Hanssen spent over five years with PepsiCo, Inc., in various international locations and three years with PricewaterhouseCoopers LLP (formerly Coopers & Lybrand Deloitte) in London. He is an Associate Chartered Accountant (ACA) and a member of the Institute of Chartered Accountants in England and Wales. Mr. Serck-Hanssen earned a B.A. from the University of Kent at Canterbury (United Kingdom), a B.S. from the Bergen University College (Norway) and an M.B.A. from the University of Chicago Booth School of Business. Mr. Serck-Hanssen has been a Director since January 2018.
Ian K. Snow is chief executive officer and a co-founding partner of Snow Phipps Group, LLC ("Snow Phipps"), a private equity firm. Prior to the formation of Snow Phipps in April 2005, Mr. Snow was a managing director at Ripplewood Holdings L.L.C., a private equity firm, where he worked from its inception in 1995 until March 2005. He currently serves as a director of each of the following private companies in which Snow Phipps holds an equity interest: Blackhawk Industrial Distribution, Inc., Brook &Whittle Limited, Cascade Environmental LLC, DecoPac, Inc., ECRM, LLC, Electric Guard Dog, LLC, FeraDyne Outdoors, LLC, HCTec, Inc., Ideal Tridon Holdings, Inc., Kele, Inc. and Teasdale Foods, Inc. From 1996 until 2007, Mr. Snow served as a member of the board of directors of Asbury Automotive Group, Inc. (and, from 2006 until 2007, a member of its audit committee). Mr. Snow earned a B.A., with honors, from Georgetown University. Mr. Snow has been a Director since July 2007.
Steven M. Taslitz has served since 1983 as the chairman of Sterling Partners and an owner of Sterling Fund Management, LLC, a private equity firm he co-founded with Mr. Becker and others. Mr. Taslitz currently serves as a director of each of the following privately held companies in which investment vehicles managed by Sterling Fund Management, LLC hold an equity interest: Black Rifle Coffee Company, LLC, Innovation Holdings, LLC, Surgical Solutions, LLC, Prospect Mortgage, LLC, and Wengen Investments Limited. Mr. Taslitz also serves as a managing member of the general partners of each of Sterling's investment funds. Mr. Taslitz earned a B.A., with honors, from the University of Illinois. Mr. Taslitz has been a Director since July 2007.
During the past ten years, none of Laureate or its current Directors has (i) been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining such person from future
violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.
During the past ten years, (i) no petition has been filed under federal bankruptcy laws or any state insolvency laws by or against any of our current directors, (ii) no receiver, fiscal agent or similar officer was appointed by a court for the business or property of any of our current directors and (iii) none of our current directors was an executive officer of any business entity or a general partner of any partnership at or within two years before the filing of a petition under the federal bankruptcy laws or any state insolvency laws by or against such entity.
With the exception of Mr. del Corro, who holds Spanish citizenship, all of the Directors listed above are U.S. citizens.
Our Board of Directors currently consists of 11eight persons, threetwo of whom are designated pursuant to the amended and restated securityholders agreement, dated February 6, 2017 and as amended on October 28, 2021 (the "Wengen“Wengen Securityholders Agreement"Agreement”), among the Company, Wengen Alberta, Limited Partnership, an Alberta limited partnership and our controlling stockholder ("Wengen"(“Wengen”), and certain other parties thereto. Under the Wengen Securityholders Agreement, each of the followingCohen Private Ventures, LLC (“CPV”) is entitled to designate one of our directors so long as eachit owns at least 5,357,143 shares held through or acquired from Wengen: (i) Cohen Private Ventures, LLC (together with its affiliates, "CPV"), (ii) Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates, "KKR") and (iii) Sterling Capital Partners II, L.P., Sterling Capital Partners III, L.P., SP L Affiliate, LLC, Douglas L. Becker and Mr. Taslitz and each of their respective affiliates (together, the "Sterling Parties").Wengen. Mr. Cohen currently serves as the CPV designated director, Mr. Cornog currently serves as the KKR designated director and Mr. Taslitz currently serves as the Sterling designatedCPV-designated director.
Pursuant to the Wengen Securityholders Agreement, in the event that any of CPV KKR or the Sterling Parties ceases to own its respective minimum number of shares, the selected director designee selected by such party shall offer his or her resignation and such party shall no longer be entitled to designate a director to our Board of Directors. The Wengen Securityholders' Agreement does not terminate upon the dissolution of Wengen.
The Wengen Securityholders Agreement further provides that until Wengen ceases to own at least 40% of the common equity of Laureate, it is entitled to designate a proportion of our directors commensurate with its relative economic ownership of our common stock. On September 12, 2019, Wengen and its investors collectively ceased to own at least 40% of the common equity of Laureate. Consequently, Wengen's right underAdditionally, the Wengen Securityholders Agreement provides that for so long as CPV holds at least 8,035,713 shares of Company common stock, CPV has the right to nominate one additional director who is currently Mr. Snow. In the event that CPV ceases to be the beneficial owner of at least 8,035,713 shares of Company’s common stock, then the additional director must offer his resignation as a director to the Company’s Board of Directors, and CPV thereafter will no longer be entitled to designate an additional director.
Until November 22, 2022, Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates, “KKR”) was entitled to designate one of our directors pursuant to servethe Wengen Securityholders Agreement. Upon the sale of all of KKR’s shares of common stock of Laureate pursuant to an underwritten secondary offering completed on November 22, 2022, KKR’s designation rights terminated and, accordingly, William K. Cornog, KKR’s director designee, resigned from the Board.
Director Independence
Pursuant to our Corporate Governance Guidelines, our Board of Directors terminated. The Wengen Securityholders Agreement did not require the director designees selected by Wengen—Messrs. Carroll, del Corro and Snow—to offer their resignations. Accordingly, as of March 27, 2020, each of Messrs. Carroll, del Corro and Snow continues to serve on our Board of Directors.
As discussed below, as a "controlled company," we are not subject to the rules of The Nasdaq Stock Market ("Nasdaq") requiring that our Board of Directors be comprised of a majority of independent directors. Our Board of Directors did, however, evaluateevaluated the independence of Dr. Rodinall Directors and Messrs. Carroll, del Corro, Durham, Freeman, Muñoz and Snowour new Director nominee based on the Nasdaq definition of independence. The Nasdaq rules require that determinations regarding the independence of directors are made by the boards of directors of listed companies. The Nasdaq rules characterize an independent
director as a director who is not an executive officer or employee of the company and who does not have a relationship that, in the opinion of the board of directors, would interfere with exercising independent judgment in carrying out a director'sdirector’s responsibilities. The Nasdaq rules also contain certain categorical standards that serve as prohibitions against directors with certain specified relationships being considered independent.
After careful review of the information provided by each director and nominee whose independence was being evaluated, and conducting discussions with each such director, and upon the recommendation of the Nominating and Corporate Governance Committee, our Board of Directors affirmatively determined that eachall of Dr. Rodin and Messrs. Carroll, del Corro, Durham, Freeman, Muñoz and Snow satisfied the Director nominees are independent under Nasdaq independence standardsrules for purposes of serving as a director onDirector, except for Mr. Serck-Hanssen, our President and Chief Executive Officer.
Board of Directors.Diversity
Except with respect to the directors designated pursuant to the Wengen controls a majority ofSecurityholders Agreement, as documented in the voting power of our outstanding common stock. As a result, we are a "controlled company" withinCompany’s Corporate Governance Guidelines, the meaning of the Nasdaq corporate governance standards. Under the Nasdaq rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a "controlled company" and may elect not to comply with certain Nasdaq corporate governance standards, including:
•the requirement that a majority of the board of directors consist of independent directors;•the requirement that we have a nominating/corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities;•the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities; and•the requirement for an annual performance evaluation of the nominating/corporate governance and compensation committees.
We utilize, and intend to continue to utilize, certain of these exemptions. As of March 27, 2020, a majority of our Board of Directors consist of independent directors; however, our Nominating and Corporate Governance Committee takes into account a candidate’s experience, integrity, expertise, diversity, independence, ability to make independent analytical inquiries, understanding of the Company’s business environment and Compensation Committee do not and will not consist entirelywillingness to devote adequate time to Board duties in evaluating candidates who may be able to contribute to the Board as a whole — all in the context of independent directors and such committees do not and will not be subject to annual performance evaluations. Accordingly, for so long as we are a "controlled company," our stockholders willan assessment of the perceived needs of the Board at that point in time. While the Company does not have a stand-alone diversity policy in place, and the same protections affordedBoard does not make any particular weighting of diversity or any other characteristic when evaluating director nominees, the Board believes that its membership should reflect a diversity of experience, gender, race, ethnicity and age. As of our record date, 38% of our directors were women or racially or ethnically diverse individuals. We believe that our current directors possess diverse professional experiences, skills and backgrounds, in addition to, stockholdersamong other characteristics, high standards of companies that are subject to allpersonal and professional ethics and valuable knowledge of our business and our industry.
6 Laureate Education, Inc.
The following Board Diversity Matrix presents our Board diversity statistics in accordance with Nasdaq Rule 5606, as self-disclosed by our directors. Each of the categories listed in the below table has the meaning as it is used in Nasdaq corporate governance requirements.Rule 5605.
(As of March 27, 2023)
Total Number of Directors | 8 | |||||||
Gender | Female | Male | Non-Binary | Did Not Disclose Gender | ||||
Directors | 2 | 6 | – | – | ||||
Number of directors who identify in any of the categories below: | ||||||||
African American or Black | – | – | – | – | ||||
Alaskan Native or Native American | – | – | – | – | ||||
Asian | – | – | – | – | ||||
Hispanic or Latinx | – | 1 | – | – | ||||
Native Hawaiian or Pacific Islander | – | – | – | – | ||||
White | 1 | 5 | – | – | ||||
Two or More Races or Ethnicities | 1 | – | – | – | ||||
LGBTQ+ | – | |||||||
Did not Disclose Demographic Background | – | |||||||
Board Leadership Structure
Our Board of Directors currently is led by an independent director, Kenneth W. Freeman, Chairman of the Board. Our Bylaws and Corporate Governance Guidelines permit the roles of Chairman of the Board and Chief Executive Officer to be filled by the same or different individuals. This flexibility allows our Board of Directors to decide, from time to time, in its business judgment after considering relevant factors, including the specific needs of the business and what is in the best interest of the stockholders, whether the two roles should be combined or separated. Our Board of Directors believes that our stockholders are best served at this time by having an independent director serve as Chairman of the Board. Our Board of Directors believes that this leadership structure effectively allocates authority, responsibility and oversight between management and members of our Board of Directors. The Chief Executive Officer retains primary responsibility for the operational leadership and strategic direction of the Company, while the Chairman facilitates our Board'sBoard’s oversight of management and promotes communication between senior management and Directors.
During 2019,2022, our Board of Directors held 11nine meetings and its committees collectively held 2226 meetings. All of our incumbent Directors attended at least 75% of Board and applicable committee meetings in 2019.2022. Directors are expected to attend all Board and Committee meetings, as well as our annual meeting of stockholders. Each current Director attended the 2022 annual meeting of stockholders.
Board Committees
To support effective corporate governance, our Board of Directors meetings ofdelegates certain responsibilities to its committees, who report on their activities to the committees upon which they serve and meetings of our stockholders absent cause. Each incumbent Director attended the annual meeting of stockholders in May 2019.
Board. Our Board of Directors has four standing committees: an Audit and Risk Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Committee on Education. The current members of our committees, the number of meetings held in 2022 and the principal functions of each committee are shown below. Each member is independent under the Nasdaq listing standards, as well as applicable Securities and Exchange Commission (“SEC”) rules for Board and committee service.
Each committee has a charter setting forth its roles and responsibilities. Those charters can be found on our website at http://investors.laureate.net under “Leadership & Governance.”
The
2023 Proxy Statement 7
Director | Audit and Risk | Compensation | Nominating and Corporate Governance | Education | ||||
Andrew B. Cohen | C | |||||||
Pedro del Corro | M | M | ||||||
Kenneth W. Freeman | M | M | M | M | ||||
Barbara Mair | M | M | ||||||
George Muñoz | C* | M | ||||||
Dr. Judith Rodin | C | C | ||||||
Eilif Serck-Hanssen | ||||||||
Ian K. Snow | M | |||||||
Number of meetings during 2022 | 8 | 8 | 6 | 4 | ||||
C – Chair M – Member * Audit committee financial expert
Audit and Risk Committee meets with our independent auditors to: (i) review whether satisfactory accounting procedures are being followed by us and whether our internal accounting controls are adequate; (ii) monitor audit and non-audit services performed byKey Responsibilities:
Monitors the independent auditors; (iii) approve fees charged by the independent auditors; and (iv) perform all other oversight and review of Laureate'sCompany’s financial reporting process. The Audit Committee also reviewsprocesses and internal controls over financial reporting
Reviews the performanceCompany’s annual audited and quarterly financial statements and earnings releases
Appoints, evaluates and approves compensation of the Company’s independent auditorsregistered public accounting firm
Receives reports from the Company’s head of internal audit on the annual audit plan, scope of work, and annually selects the firmresults of independent auditorsinternal audits
Oversees the Company’s ethics and compliance program and receives reports from the Company’s chief ethics & compliance officer on such activities
Oversees risk assessment and risk management policies and major financial and enterprise risk exposures and steps management is taking to audit Laureate's financial statements. monitor and control such risks, including risk related to cyber security
Reviews with the Company’s chief legal officer litigation matters, government investigations and compliance with legal requirements
Reviews and approves any related-party transactions
The Board of Directors has determined that each member of the Audit and Risk Committee currently consists of Messrs. Muñoz, Durham and Freeman, who each havehas sufficient knowledge in financial and auditing matters under Nasdaq rules and the Board of Directors has determined that Mr. Muñoz is an "audit“audit committee financial expert" for purposes of Regulation S-K, Item 407(d)(5). Mr. Muñoz also servesexpert” as defined by the Audit Committee's chairman. TheSEC. In December 2022, the Board of Directors has affirmatively determined that each of Messrs. Muñoz, Durham and Freeman meets the definition of "independent director" for purposes of the Nasdaq rules and the independence requirements of Rule 10A-3 of the Securities and Exchange Act of 1934 (as amended the "Exchange Act")committee’s charter to change its name from the “Audit Committee” to the “Audit and Risk Committee” to better reflect the Nasdaq listing rules. There were nine meetings of the Audit Committee during 2019.committee’s existing responsibility in overseeing enterprise risk assessment and risk management.
The Compensation Committee reviewsKey Responsibilities:
Reviews and advises ourthe Board of Directors onregarding the Company'sCompany’s overall compensation philosophy, policespolicies and plans reviews
Reviews and approves the compensation for the Company’s Chief Executive Officer and the other executive officers
Makes recommendations to the Board regarding the establishment and terms of Laureatethe Company’s incentive and generally reviews benefits andequity compensation for all officers and employees. The Compensation Committee also administers our equity plans and approvesadministers such plans
Approves grants of equity awards. Theawards to eligible individuals under the Company’s equity plan
| • | Reviews and approves executive officer employment contracts, change-in-control provisions, severance arrangements, and material amendments thereto |
Monitors and assesses the risks associated with the Company’s compensation policies
8 Laureate Education, Inc.
Reviews and discusses with management the Company’s Compensation Committee currently consists of Messrs. Carroll, Cohen, Cornog, del Corro, FreemanDiscussion and Muñoz, with Mr. Carroll serving as the current Chairman. There were six meetings of the Compensation Committee during 2019.Analysis
The
| • | Annually reviews non-employee director compensation and recommends changes, when relevant, to the Board |
Nominating and Corporate Governance Committee develops and recommends to the Board of DirectorsKey Responsibilities:
Establishes criteria for selecting qualified director candidates and identifies individuals qualified to become members of the Board of Directors and recommendsdirectors, as needed
Recommends to the Board of Directors candidates for election to the Board of Directors, considers
Considers committee member qualifications, appointment and removal
Reviews and recommends corporateto the Board changes to the Company’s bylaws as needed
Reviews the Company’s strategy, initiatives, policies, practices and reporting relating to environmental, social and governance principles, promotesmatters and assesses the Company's stated public benefit and activities as aCompany’s public benefit corporation and providesobligations
Provides oversight inof the annual evaluation of the Board of Directors and each committee. The Nominating and
Reviews the Company’s Corporate Governance Committee currently consists of Messrs. Cornog, DurhamGuidelines at least annually and Snowrecommends any proposed changes to the Board for approval
In May 2022, the Board amended the committee’s charter to reflect its additional responsibility with respect to environmental, social and Dr. Rodin. Mr. Cornog serves as the current Chairman of the Nominating and Corporate Governance Committee. There were four meetings of the Nominating and Corporate Governance Committee during 2019.governance matters.
The Committee on Education reviewsKey Responsibilities
Reviews the Company’s education strategy, offerings, policies and advises our Board of Directors regarding academic matters and policies, as well as new education products and technologies. The Committee on Education works closely with our Board Advisory Committee on Education, which also includes distinguished outside educational experts. The Committee on Education currently consists of Messrs. Freeman and Taslitz and Dr. Rodin, with Dr. Rodin serving as the current Chairwoman. There were three meetingsprocedures in furtherance of the Committee on Education during 2019.Company’s mission and strategic plan
TableReviews the status of Contentscertification, accreditation and quality assurance reviews
Each
Reviews analyses of the above Committees has adopted a written charter, which has been approved by our Board of Directors. Copies of each charter are available on our website at http://investors.laureate.net under "Leadership & Governance."
During 2019, no member of the Compensation Committee (i) had a relationship with us other than as a Director and, in certain cases, a stockholder or (ii) was (A) an officer or employee or a former officer, (B) a participant in a "related person" transaction or (C) an executive officer of another entity where one of our executive officers served
Receives reports from management on the Boarddevelopment and implementation of Directors. See "Certain Relationshipsacademic programs, certificates, degrees, student experience and Related Party Transactions,outcomes, technology infrastructure, partnerships, faculty development and Director Independence" for a discussionproducts or services
Reviews and discusses with management development and deployment of certain transactions to which affiliates of the members of the Compensation Committee were party.online, hybrid and distance learning
The Company has adopted a code of conduct and ethics (the “Code of Conduct”) that applies to all of its employees, including the Chief Executive Officer, Chief Financial Officer and ChiefPrincipal Accounting Officer. The Code of Conduct and Ethics is available on our website at http://investors.laureate.net under "Leadership“Leadership & Governance."” If the Company ever were to amend or waive any provision of the Code of Conduct that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, the Company intends to satisfy its disclosure obligations, if any, under applicable SEC rules with respect to any such waiver or amendment by posting such information on our website at http://investors.laureate.net rather than by filing a Current Report on Form 8-K.
We are committed to Board-level oversight of risk management. Our Board of Directors'Directors is responsible for assessing major risks facing the Company and overseeing and regularly reviewing management’s plans and actions directed toward the mitigation and/or elimination of such risks. Our Board of Directors’ role in risk oversight of the Company is consistent with the Company'sCompany’s leadership structure, with the President and CEOChief Executive Officer (“CEO”) and other members of our executive leadership team having responsibility for assessing and managing the Company'sCompany’s risk exposure and our Board of Directors and its committees providing oversight in connection with those efforts. Our Board of Directors exercises these responsibilities regularly as part of its meetings and also through its committees, each of which examines various components of risk as part of its responsibilities.
2023 Proxy Statement 9
responsibilities and provides regular reports to the Board regarding matters reviewed at their committee. Our CEO, executive leadership team and other members of our management regularly report to the Board of Directors regularly reviews the Company'sand its committees to discuss risk management program and processes.mitigation. These reports assist in the Board’s oversight of risk management and the ongoing evaluation of management controls.
The Audit and Risk Committee, among other things, has responsibility for oversight of risk management and in connection therewith (i) reviews with our President and CEO and CFOChief Financial Officer any report on significant deficiencies in the design or operation of our internal controls that could adversely affect the Company'sCompany’s ability to record, process, summarize or report financial data, any material weaknesses in our internal controls identified to the auditors, and any fraud that involves management or other employees who have a significant role in our internal controls; (ii) reviews and approves any related-party transactions, after reviewing each such transaction for potential conflicts of interests and other improprieties; (iii) provides oversight of the Company'sCompany’s ethics and compliance activities;activities, with the Company’s Chief Compliance & Ethics Officer reporting jointly to the committee and the CEO; (iv) discusses with management and our independent auditor any correspondence with regulators or governmental agencies that raise material issues regarding the Company'sCompany’s financial statements or accounting policies; (v) discusses with management the Company'sCompany’s enterprise risk management program and major financial and other risk exposures and the steps management has taken to monitor and control such exposures; and (vi) reviews with the Company's chief legal officerCompany’s Chief Legal Officer and reports to our Board of Directors on litigation, material government investigations and compliance with applicable legal requirements and the Company's Code of Conduct.Conduct; and (vii) receives quarterly cybersecurity updates.
The Compensation Committee, among other things, monitors and assesses the risks associated with the Company'sCompany’s compensation programs and policies and consults with its independent compensation consultant and with management regarding such risks.
The Nominating and Corporate Governance Committee, among other things, (i) reviews on an ongoing basis the adequacy of the corporate governance principles applicable to the Company and (ii) in consultationmonitors and assesses the risks associated with the Audit Committee, reviews the Company's Code of Conduct periodicallyCompany’s environmental, social and recommends such changes to such Code of Conduct as the Committee shall deem appropriate, and adopts procedures for monitoring and enforcing compliance with such Code of Conduct.
Table of Contentsgovernance activities.
The Committee on Education, among other things, reviews on an ongoing basis and monitors risk associated with accreditation, academic quality, program development, student experience and outcomes, faculty development and technology infrastructure with respect to of all of the Company'sCompany’s institutions.
The Company'sWhile our Board of Directors and its committees oversee key risk areas, the Company’s executive leadership team is responsible for assessing and managing the Company'sCompany’s various exposures to risk on a day-to-day basis, including the creation of appropriate risk management policies. The Company has
We have developed a consistent, systemic and integrated approach to risk management, including the enterprise risk management program, to help determine how best to identify, manage and mitigate significant risks throughout the Company. Management undertakes a regular review of a broad set of risks across our business and operations to identify, assess, manage and monitor existing and emerging threats and opportunities, taking into account short-term, intermediate-term and long-term risks and how fast risks may affect the Company. Members of senior management are assigned to key risks to ensure that adequate risk response plans are in place and executed to proactively manage such risks. Management regularly reports to our Board of Directors and its committees on a variety of risks, including strategic, operational, financial, legal, regulatory and cybersecurity risks, and the efforts of management to address and mitigate such risks.
Based on a review of reports filed with the Securities and Exchange Commission (the "SEC")SEC by our directors, executive officers and beneficial owners of more than 10% of our Class A common stock regarding their ownership and transactions in our common stock and written representations from those directors and executive officers, we believe that each director, executive officer and beneficial owner of more than 10% of our Class A common stock has filed timely reports under Section 16(a) of the Exchange Act during 2019,2022, except that oneMr. Muñoz filed a Form 4 with respectlate reporting two transactions in 2021 and two transactions in 2022 involving acquisitions of shares of common stock in pursuant to shares co-owned by Mr. Taslitz was filed late in connection with a cashless option exercise by one of Mr. Taslitz's co-owners of such shares. See "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters—Beneficial Ownership Table—Note 17" for additional information.an automatic dividend reinvestment program.
10 Laureate Education, Inc.
Executive Compensation
Compensation Discussion and Analysis
This Compensation Discussion and Analysis provides an overview of our compensation philosophy, objectives, material elements of compensation, and the factors and process used in making compensation decisions with respect to our fiscal year 20192022 named executive officers ("NEOs"(“NEOs”) listed below.
| Title | |
Eilif Serck-Hanssen | President and Chief Executive Officer | |
| Senior Vice President and Chief Financial Officer | |
| Executive Vice President, Chief | |
| Chief Legal Officer and Chief Ethics | |
| ||
| ||
| Former Chief | |
(1)Mr. Serck-Hanssen has served as our Chief Executive Officer since January 1, 2018 and assumed the additional role of President effective July 15, 2019.(2)Ms. Silbey has served as our Senior Vice President, Secretary and Chief Legal Officer since September 2017 and assumed the additional role of Chief Ethics and Compliance Officer in November 2019.(3)Mr. Berckemeyer's employment terminated on July 15, 2019.(4)Mr. Loureiro's employment terminated on July 31, 2019.
| * | Mr. Grace served as Chief Human Resources Officer until April 8, 2022. |
The discussion regarding the 20192022 compensation of our NEOs is divided into fivefour sections.
| Page: | |||
| 11 | |||
| 12 | |||
| 13 | |||
| 21 | |||
2022 was another positive year, with our growth agenda continuing to deliver strong performance. We have lifted the organic growth rate of the company, improved our operating results through efficiency initiatives, and transformed our financial profile. The most critical priorities for us during 2022, under the leadership of our NEOs, were achieved, including increasing our organic growth rate, driving financial performance and expanding margins, while delivering on our commitment to academic quality and successful student outcomes.
For the full year 2022, we experienced solid year-over-year growth, and significantly increased both our margins and free cash flow generation. Moreover we continued to demonstrate industry leadership in digital and hybrid delivery modes. In 2022, new enrollments increased 13%, and total enrollments were up 9% compared to the prior fiscal year, bringing our total enrollments in Mexico and Peru to 423,000 at year end.
During 2022, we focused on the following four strategic priorities, contributing to our growth momentum: increasing organic revenue growth rate, leveraging our leadership in online and hybrid delivery for capital light growth, margin expansion and continued academic excellence. In addition to a favorable operating performance, our cash accretive business model and strong balance sheet allowed us to return over $500 million of capital to stockholders during 2022 through a combination of cash distributions and share repurchases.
We believe that our executive compensation program is straightforward, consistent, and effective. The primary focus of our compensation philosophy is to pay for performance. We believe that our programs are effectively designed, align well with the interests of our stockholders and are instrumental to achieving our business strategy and key financial objectives. Our programs also have the flexibility to incorporate feedback, changes in our operations and strategy and evolving compensation practices that are important to us and our stockholders.
In additionWe exceeded our 2022 financial goals set in our annual incentive plan program and paid out an average of 143% of target bonus to executing our business plan to achieve strategic and operational results, such as driving financial performance, expanding margins, improving liquidity, and maximizing academic quality and successful student outcomes, the most critical strategic priorities for our NEOs during 2019 were to:
•Deliver on key operating metrics despite foreign currency headwindsgiven our strong results. We also achieved 2022 targets under our performance share unit grants anddivestiture timing challenges;•Implement transformation initiatives across corporate and operating teams, resulting in cost savings and streamlining of processes;
•Improve our organizational model to promote innovation, leadership and accountability within teams; and•Execute targeted global asset divestitures designed to simplify and rationalize our portfolio of businesses.
Highlighted below are somevested 100% of the key governance2022 tranches. For further details regarding 2022 compensation outcomes, under “— Executive Compensation Program,” see “— Annual Incentive Plan — 2022 AIP Outcomes,” and design features“— Long-Term Incentive Plan: Stock-Based Compensation — 2022 PSU Outcomes.”
The Compensation Committee believes that the 2022 compensation of our NEOs is commensurate with respectour size and performance, the significant scope of their roles and responsibilities, and their strong leadership.
2023 Proxy Statement 11
Compensation Governance
Highlights of Governance and Design Feature
We are committed to oursound executive compensation programs for 2019:policies and practices, as highlighted in the following table.
What we do: | ||||||||
| ✓ | Align pay with performance | |||||||
| ✓ | Award annual incentive compensation subject to the achievement of pre-determined performance goals | |||||||
| ✓ | Incorporate multiple performance metrics within our variable pay components | |||||||
| ✓ | Set challenging performance objectives | |||||||
| ✓ | Incorporate payout caps for performance-based | |||||||
| Consider guidance from an independent compensation consultant | ||||||||
| ✓ | Maintain stock ownership guidelines for | |||||||
| ✓ | Maintain an executive severance policy | |||||||
| ✓ | Maintain a clawback policy | |||||||
| What we do NOT do: | ||||||
| ✘ | Guarantee bonus payouts | |||||
| ✘ | Provide excessive executive perquisites | |||||
| ✘ | Award equity grants with “single-trigger” accelerated vesting | |||||
| ✘ | Accelerate vesting of equity awards for retirement | |||||
| ✘ | Provide for change in control tax gross-ups | |||||
| ✘ | Provide supplemental executive retirement or medical plans | |||||
| ✘ | Offer payment of dividends for unearned equity awards | |||||
| ✘ | Allow any hedging or pledging transactions | |||||
The Compensation Committee is actively engaged in the compensation process to ensure appropriate compensation governance. The majority of compensation earned by our NEOs is a function of corporate and individual financial and operational performance and individual performance against pre-established goals. Our executive officers have line of sight and considerable impact on the achievement of these goals. Our CEO, management and the Compensation Committee, CEO and management, in consultation with the Compensation Committee'sCommittee’s independent compensation consultant, ensure thorough oversight regarding the amount and form of executive compensation via the following pay governance processes:
Role | Management | Chief Executive Officer | Compensation Committee | Independent Compensation Consultant | ||||
Set CEO Target Compensation | – | – | Approve | Advise | ||||
Set Other NEO Target Compensation | – | Recommend | Approve | Advise | ||||
Design Cash and Equity Incentive Programs (Metrics, Targets and Award Opportunities) | Develop | Recommend | Approve | Advise | ||||
Authorize Equity Grants and Cash Incentive Payouts | Recommend | Review | Approve | Review |
12 Laureate Education, Inc.
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The Compensation Committee'sCommittee has retained Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant Frederic W. Cook & Co., Inc. ("FW Cook") was retained by and reportedsince 2019. Meridian reports directly to the Compensation Committee and diddoes not provide any other services to the Company. Upon assessment of independence pursuant to SEC rules, the Compensation Committee concluded that no conflict of interest arose from this relationship.
In its capacity as the Compensation Committee'sCommittee’s independent compensation consultant, with respect to compensation decisions for 2019, FW Cook provided insight to the Compensation Committee on certain regulatory requirements and concerns of our investors, assisted with the development of conceptual designs for future equity and cash incentive compensation programs and provided to the Compensation Committee relevant market data and alternatives to consider when making compensation decisions for the CEO and other NEOs.
In order to obtain a fresh perspective on strategies that best align company performance and stockholder value with executive compensation, in September 2019, the Compensation Committee retained Meridian Compensation Partners, LLC ("Meridian") as its independent compensation consultant. Meridian provided services to the Compensation Committee for decisions related to 2020 compensation, but did not provide services toprovides the Compensation Committee with respectadvice regarding the design of our executive compensation program; provides market reviews of compensation levels for our NEOs; reviews and provides an assessment of the material risks associated with our compensation programs and policies; provides expert knowledge of regulatory developments and best practices relating to 2019executive compensation decisions.and competitive pay levels; reviews and provides an assessment of recommendations regarding the compensation of the NEOs (including our Chief Executive Officer); and regularly attends and actively participates in meetings of the Compensation Committee, including executive sessions.
In making executive compensation determinations, the Compensation Committee also considers the results of the non-binding, advisory shareholderstockholder votes on our executive compensation program. Our shareholdersstockholders approved our executive compensation program by over 99%with 97.5% of votes cast onfor the say-on-pay proposal in our 20192022 Proxy Statement. The Compensation Committee is mindful of our shareholders'stockholders’ endorsement of the Compensation Committee'sCommittee’s past decisions and policies and has maintained its general approach to executive compensation for decisions made to date. The Compensation Committee will continue to consider the results from this year'syear’s and future advisory shareholderstockholder votes regarding our executive compensation program.
We design motivational incentives for our leaders to align their interests with three main priorities that are also important to our investors:
•value creation and delivery through superior operating
performance year after year;•- performance;
a clear emphasis on long-term organizational financial stability and viability; and
•securing and safeguarding the talent to manage and
growcontinue to achieve our stated businesssuccessfully.objectives.We use a diverse set of equity and cash incentives realizable upon achievement against performance targets. Each incentive is selected to encourage the right behaviors and results for our success
and that of our studentsin the near- and long-term. Additionally, our program provides our Compensation Committee the flexibility to reward individual performance not reflected in pre-established performance goals, including to reward contributions to special Company initiatives and expanded responsibilities. Moreover, our program discourages our executives from taking excessive risk and encourages them to model, in an ethical way, our values, culture and mission, which is to expand access to quality higher education to make the world a better place.The following four guiding principles further shape our executive compensation program:
•target compensation is designed to be competitive and reflective of the competitive value of the job in the marketplace;
•the majority of actual compensation is at risk, with no guaranteed payout;
•levels of pay at risk are correlated with increasing levels of responsibility and impact; and
•pay must simultaneously motivate ethical decision making, educational excellence, acting with integrity and exceptional performance.
2023 Proxy Statement 13
NEO Pay
Target compensation levels for our executive officers are not dictated by any specific percentile of the market. Rather, the Compensation Committee considers such data in addition to the following factors to establish target pay levels:
•the need to attract and retain high-caliber talent;
•the degree to which each executive officer has consistently delivered results;
•internal pay equity;
•each
executive'sexecutive’s tenure, skills and experience;•expected contributions of each executive;
•future potential; and
•achievement of previously established corporate performance objectives.
The Compensation Committee uses data derived from our peer group to inform its decisions about overall compensation, compensation elements, optimum pay mix and the relative competitive landscape of our executive compensation program. The Compensation Committee uses multiple reference points when establishing target compensation levels. Because comparative compensation information is just one of several analytic tools the Compensation Committee uses in setting executive compensation, it has discretion in determining the nature and extent of its use. Moreover, given the limitations associated with comparative pay information for setting individual executive compensation, the Compensation Committee may elect not to use the comparative compensation information while making individual compensation decisions.Laureate's compensation peer group used for setting 2019 pay was comprised of 23 companies that were selected based upon various criteria, including, but not limited to the following:•Market capitalization (approximately one-half times to five times our market cap);•Revenues (approximately one-half times to two times our revenues);•Substantial proportion of non-US revenues (greater than 20%); and•Representation of a cross-section of sectors and industries, with a concentration of knowledge- and service-based companies.
Our 2019 compensation peer group was:Acadia Healthcare Company, Inc.Amkor Technology, Inc.CommScope Holding Company, Inc.Convergys CorporationCooper-Standard Holdings Inc.Dover CorporationGraham Holdings CompanyJELD-WEN Holding, Inc.Jones Lang LaSalle IncorporatedLeggett & Platt, IncorporatedNCR CorporationNews CorporationON Semiconductor CorporationQuanta Services, Inc.Regal Beloit CorporationSanmina CorporationSealed Air CorporationSonoco Products CompanyStericycle, Inc.The Brink's CompanyThe Interpublic Group of Companies, Inc.TTM Technologies, Inc.Vishay Intertechnology, Inc.Executive Compensation Pay Components
Laureate'sOur executive compensation program is predominantly composed of three main components: base salary,our Annual Incentive Plan ("AIP")an annual incentive plan andoura long-term equity incentive plan. To ensure alignment with our pay for performance philosophy, we focus our executive compensation program on variable pay whilestillalso providing competitive fixed base salaries to promote both short-term and long-term retention and performance.The
graphscharts below show the AnnualTotalTarget Compensation for our CEO and Average Annual Target Compensation for other NEOs (excluding our CEO)for 2019:
Values above do not include special equity or cash awards that were given as a part of new hire, promotional or other agreements.The base salary of our NEOs is intended to provide a competitive fixed element of income to reward responsibility, experience, skills and competencies relative to the market, while effectively managing our overall fixed expenses. Annual salary increases, if any, are reviewed by the Compensation Committee based on performance from the prior year
byand market data.On at least an annual basis, the Compensation
Committee. The 2019 salaries forCommittee evaluates whether each NEO’s salary is keeping pace with inflation and market conditions and adequately reflects theNEOs were:NEO’s overall contributions to the Company.Executive2019
Base SalaryIncrease
(% of 2018
Base Salary)Eilif Serck-Hanssen
$ 850,000 — Jean-Jacques Charhon
$ 600,000 — Timothy Grace
$ 500,000 — Victoria Silbey
$ 532,650 — Paula Singer(1)
$ 459,000 2% Ricardo Berckemeyer(2)
$ 800,000 — José Roberto Loureiro(3)
$ 470,215 3% (1)Ms. Singer'sIn February 2022, the Compensation Committee reviewed the base salary
was increasedof each of our NEOs and determined tomeet market trends in accordance with her position.(2)The pro rata portion ofmaintain the base salaryreceived throughof Mr.Berckemeyer's termination dateSerck-Hanssen (representing the fourth year ofJuly 15, 2019 was $448,717.(3)The pro rata portionno salary increase for Mr. Serck-Hanssen) in light of our resulting company profile and size following the strategic review to unlock stockholder value initiated in January 2020 and concluded in early 2022 (the “Strategic Review”) and, taking into account a market review of compensation levels and regional inflation considerations, to increase the base salaryreceived throughof the other NEOs as follows: Mr.Loureiro's termination date of July 31, 2019 was $261,942. Amounts are based on an average currency exchange rate of Brazil Real to United States Dollar of 0.254 for the calendar year.Buskirk – 5.27%, Mr.Loureiro's base salary was increased in accordance with statutory changes in treatment of unionized Brazil workers.
14 Laureate Education, Inc.
Annual Incentive Plan
Our annual incentive plan (“AIP”) is intended to recognize measures of overall company performance and profitability.
BothThe individual and organizational targets are designed to be challenging, but attainable.The AIP Target Amount for each NEO is based on a percentage of base salary. The actual AIP payment depends on both organizational and individual performance and is calculated using the following formula:
The organizational multiplier for executives with corporate
or regionalresponsibility is based onLaureate'sLaureate’s overall business results. The organizational multiplier for executives with regional responsibilityreflects an average ofis generally based on their regionalresults and Laureate's overall businessresults.Organizational multipliersThe four selected metrics used to determine the organizational multiplier for2019 were calculated usingthefour metrics presentedAIP, as defined in the tablebelow:below, focus executives on the financial sustainability of the organization: Adjusted Financing EBITDA, Revenues, New Enrollment (an education industry metric) and Unlevered Free Cash Flow.Financial MetricWeightAdjusted Financing EBITDAFinancial MetricDefinition 30%Unlevered Free Cash FlowAdjustedFinancing
EBITDA
Similar to Adjusted EBITDA (defined below), Adjusted Financing EBITDA, a non-GAAP financial measure, excludes the impact of foreign currency exchange rates as compared to the spot exchange rates assumed in our internal budgets and certain extraordinary or nonrecurring items, which the Compensation Committee believes are not indicative of ongoing results. The Compensation Committee believes that Adjusted Financing EBITDA is an important measure in evaluating management’s success in positioning the Company for sustainable profitability, a primary goal.
Adjusted EBITDA, a non-GAAP measure, is defined as income (loss) from continuing operations, before equity in net (income) loss of affiliates, net of tax, income tax expense (benefit), (gain) loss on sale or disposal of subsidiaries, net, foreign currency exchange (gain) loss, net, other (income) expense, net, loss (gain) on derivatives, loss on debt extinguishment, interest expense and interest income, plus depreciation and amortization, share-based compensation expense, loss on impairment of assets and expenses related to our Excellence-in-Process enterprise wide initiative, completed as of December 31, 2021 except for certain expenses related to run out of programs that began in prior periods.
30%Revenues
Fees generated from our provision of educational services and products before any costs or expenses are deducted. Year-to-year growth in revenues indicates a strong base for future growth. For purposes of the AIP, excludes the impact of foreign currency exchange rates as compared to the spot exchange rates assumed in our internal budgets. 20%New Enrollment
The number of students who enroll in an academic program for the first time or students who return to their academic program after an absence of at least two years. New enrollment indicates that there is continued interest in our institutions and can be a leading indicator of future revenue levels. 20Unlevered Free
Cash Flow
%Operating cash flow less capital expenditures, plus net cash interest. Unlevered free cash flow, a non-GAAP measure, is an important measure of the Company’s ability to generate cash flows. For purposes of the AIP, excludes the impact of foreign currency exchange rates as compared to the spot exchange rates assumed in our internal budgets. Of the metrics listed above, three focus on the financial sustainability of the organization: Adjusted Financing EBITDA, Revenues and Unlevered Free Cash
Flow and Revenues;Flow; and one is an education-industry based metric: New Enrollment. While each of the Revenues and New Enrollment metrics is critical to our ability to grow over the long term, Adjusted Financing EBITDA is weighted the heaviest because of the Compensation Committee’s focus on sustainable profitability. Additionally, because of the Compensation Committee’s focus on growth components, the weighting of Unlevered Free Cash Flow is the lightest.All organizational multipliers,The 2022 AIP was designed so that a multiplier would be applied to theindividual performance multipliersrespective weight of eachNEO andmetric, which proportionally reduced or increased a participant’s award depending upon theoverall annual incentive awardextent to which the goal for eachNEO are typically reviewed and approved annually bymetric was achieved, as set forth in theCompensation Committee at its March meeting.table below. For performance percentages between the levels set forth in the table, the resulting payout percentage is interpolated on a linear basis.2023 Proxy Statement 15
Levels of Performance
Percent
Payout
Performance Against Plan Adjusted
Financing
EBITDARevenues New
EnrollmentsUnlevered
FreeCash Flow
Weight 40% 30% 20% 10% Maximum
200% Percent of Target 115% 108% 115% 120% Target
100% Value for 100% Payout Target Target Target Target Threshold
0% Percent of Target 85% 92% 85% 80% Generally, our overall incentive awards are capped at 200% of target; however, the Compensation Committee has discretion to adjust such caps based on individual performance for the year. Considerations affecting evaluation of individual performance may include extraordinary economic or business conditions, the state of the business, deviations from forecasted business targets that are unrelated to the
executive'sexecutive’s performance and other external factors that, in theCEO'sCEO’s judgment (or the CompensationCommittee'sCommittee’s judgment in the case of theCEO'sCEO’s individual performance), may have affected our financial and operating results. The Compensation Committee also considers constructive strategic issues that have long-term consequences, such as positive student outcomeslike job placementandon-time graduation,achieving the highest academic and operational standards and regulatory compliance. The NEOs alsoaremay be rewarded, through the individual performance component, for important strategic contributions, such as building succession plan pipelines and high-performance cultures.In reviewingThe Compensation Committee thought it was important to maintain certain features in the
compensation2022 AIP that have been included in the AIP for prior years, such as: (i) had we achieved less than the 85% threshold of the Adjusted Financing EBITDA goal, the NEOs would receive no AIP payout, (ii) the individual performance multiplier of 20% was capped at 200% achievement, and (iii) had we achieved below the threshold percentage for any metric (besides the Adjusted Financing EBITDA goal which is a condition for any AIP award), then the portion of the AIP award dependent on such metric would be entirely deducted from an NEO’s total 2022 AIP award opportunity. In 2022, the Compensation Committeeconsiderseliminated from theexecutive's performance,AIP theimportancebonus modifier related to achievement of targeted ongoing corporate general and administrative (“G&A”) expenses excluding costs associated with corporate rightsizing following completion of theexecutive's positionStrategic Review, which was specific tous and the executive's future leadership potential.2021 priorities.The metrics used for the Annual Incentive Plan are defined as follows:•Adjusted Financing EBITDA: Adjusted EBITDA is a non-GAAP performance measure, which we define as income (loss) from continuing operations before income taxes and equity in net income of affiliates, adding back the following items: (loss) gain on sales of subsidiaries, net; actual foreign currency exchange gain (loss), net; other (expense) income, net; gain (loss) on derivatives; loss on debt extinguishment; interest expense; interest income; depreciation and amortization expense; loss on impairment of assets; share based compensation expense; and expenses related to ourExcellence in Processenterprise-wide initiative to optimize and standardize our processes to enable sustained growth and margin expansion. For 2019, the Compensation Committee used an adjusted financing EBITDA target for purposes of the AIP, which is similar to Adjusted EBITDA, but excludes the impact of foreign currency exchange rates as compared to the spot exchange rates assumed in our internal budgets and certain extraordinary or non-recurring items, which the Compensation Committee believes are not indicative of ongoing results ("Adjusted Financing EBITDA"). The Compensation Committee believes that Adjusted Financing EBITDA is an important measure in evaluating management's success in positioning the Company for sustainable profitability, which is a primary goal of the Company.
•Unlevered Free Cash Flow: Unlevered free cash flow is a non-GAAP measure that is defined as operating cash flow less capital expenditures, adding back cash interest.•Revenues: Revenues are the fees generated from our provision of educational services and products before any costs or expenses are deducted. Year-to-year growth in revenues indicates a strong base for future growth.•New Enrollment: New enrollment is defined as students who enroll in an academic program for the first time or students who return to their academic program after an absence of at least two years. New enrollment indicates that there is continued interest in theLaureate International Universitiesnetwork and can be a leading indicator of future revenue levels.
In measuring financial performance for purposes of our incentive compensation programs, the Compensation Committee focuses on the fundamentals of the underlying business performance and adjusts for items that are not indicative of ongoing results. For example, Adjusted Financing EBITDA,
unlevered free cash flowUnlevered Free Cash Flow (for the corporate level metric) andrevenueRevenue measures are expressed in constant currencies (i.e., excluding the effects of foreign currency translation) because we believe that period-to-period changes in foreign exchange rates can cause our reported results to appear more or less favorable than business fundamentals indicate. The CompensationCommittee'sCommittee’s approach to other types of adjustments is subject to pre-established guidelines, including materiality, and is designed to provide clarity and consistency as to how it views the business when evaluating performance. Charges and credits that may be excluded from Adjusted Financing EBITDA include strategic items (such as restructurings, acquisitions and divestitures) and regulatory items (such as changes in law or tax or accounting rules), and charges and credits that may be excluded from Adjusted Financing EBITDA andunlevered free cash flowUnlevered Free Cash Flow include certain extraordinary and non-recurring items (such as natural disasters or social unrest).At the end of each fiscal year when results are available, all organizational multipliers, the individual performance multipliers of each NEO and the overall annual incentive award for each NEO are reviewed and approved by the Compensation Committee.
AIP payments reflect the Compensation
Committee'sCommittee’s assessment of eachNEO'sNEO’s individual performance and our overall performance when measured against the goals established by the Compensation Committee for20192022 of Adjusted Financing EBITDA,unlevered free cash flow, revenues, new enrollmentsRevenues, New Enrollments, Unlevered Free Cash Flow and individual objectives.The 2019 AIP was designed so that a multiplier would be applied to the respective weight of each metric, which proportionally reduced or increased the NEO's award depending upon the extent to which the goal for each metric was missed or exceeded, as applicable,For Messrs. Serck-Hanssen, Buskirk and
as set forth in the table below for each NEO. Except as described below, for performance percentages between the levels set forth in the table, the resulting payout percentage was interpolated on a linear basis. Because the Compensation Committee's intent in designing the 2019 AIP was for the NEOs to focus on improved corporate and regional profitability and internal controls, the 2019 AIP provided that: (i) had we achieved 90% or less of the 2019 corporate and/or regional Adjusted Financing EBITDA goal, as applicable, none of the NEOs would have received any 2019 AIP award, (ii) the individual performance multiplier of 20% was capped at 200% achievement and may not exceed the organizational multiplier, and (iii) had a deficiency or material weakness in internal controls under an NEO's responsibility been identified, such NEO's AIP award could have been reduced. Additionally, the 2019 AIP provided that if the Company achieved 85% or less of the established goal for new enrollments, 95% or less of the established goal for revenues or 80% or less of the establishedgoals for unlevered free cash flow, then the portion of the NEO's AIP award dependent on that metric would have been entirely deducted from his or her total 2019 AIP award opportunity.Percent PayoutPerformance
Against PlanAdjusted
Financing
EBITDAUnlevered
Free
Cash FlowRevenues New
EnrollmentsWeight
30% 30% 20% 20% 200%
Percent of Target 110% 120% 105% 115% 100%
Value for 100% Payout Target Target Target Target 0%
Percent of Target 90% 80% 95% 85% The following tables contain the goal for each metric used to determine the AIP awards earned in respect of 2019 performance by each of the NEOs. For all NEOs, other than Ms. Singer and Mr. Loureiro, 2019Sinkfield, 2022 AIP awards were measured based on corporate level performance results. The following table contains the goal for each operational metric used to determine the organizational multiplier component of the AIP awards earned in respect of 2022 performance by the corporate NEOs.16 Laureate Education, Inc.
Performance Metric - Corporate
2022
Target
Weighted
Target as % of
Award
Weighted
Target as
% of CorporateComponent
2022
Actual
Performance
2022
Actual Payout
%
Organizational multiplier metrics
Adjusted Financing EBITDA*
$ 304.9 32 % 40 % $ 317.2 51 % Revenues*
$ 1,135.7 24 % 30 % $ 1,175.5 41 % New Enrollments
205,900 16 % 20 % 218,600 28 % Unlevered Free Cash Flow*
$ 105.9 8 % 10 % $ 123.6 18 % 80 % 100 % 138 % * In millions
For
Ms. Singer,Mr. Cardoso, as a result of serving as Chief Operating Officer and during 2022 as Chief Executive Officer, Mexico, the2019organizational multiplier component of his 2022 AIP award wasmeasuredbased 50% on corporate level performanceresultsand 50% on the performanceresultsof thebusiness unitMexico business. The resulting combined organizational multiplier was 149%. The following table contains the goal forwhich she had responsibility, Online and Partnerships. For Mr. Loureiro, a portion of his severance was paid in lieu of an AIP award. Of the four financial metricseach operational metric used to determine2019 AIP awards, Adjusted Financing EBITDA and unlevered free cash flow were weightedtheheaviest becauseMexico component of theCompensation Committee's focus on corporate and regional profitability and liquidity. While each of revenues and new enrollment is critical to our ability to grow over the long term, the Compensation Committee believes that Adjusted Financing EBITDA and unlevered free cash flow are the most important measures of sustainable corporate profitability and liquidity. In assessing 2019 performance underorganizational multiplier for the AIPthe Compensation Committee took into account the impactaward earned in respect ofcertain notable items, including those related to changes in accounting standards and the timing of 2019 divestitures.2022 performance by Mr. Cardoso.CORPORATE 2019 AIP PERFORMANCE TARGETSPerformance MetricTarget Weighted
Target as
% of AwardWeighted
Target as
% of Corporate
Component2019
Actual
Performance2019
Actual
Payout %Organizational multiplier metrics
Adjusted Financing EBITDA*
$ 633.8 24 % 30 % $ 664.6 45 % Unlevered Free Cash Flow*
$ 287.9 24 % 30 % $ 384.1 60 % Revenues*
$ 3,256.3 16 % 20 % $ 3,254.8 20 % New Enrollments
456,653 16 % 20 % 487,491 29 % 80 % 100 % 153.63 % *In millions
ONLINE AND PARTNERSHIPS 2019 AIP PERFORMANCE TARGETSPerformance MetricTarget Weighted
Target as
% of AwardWeighted
Target as
% of Corporate
Component2019
Actual
Performance2019
Actual
Payout %Organizational multiplier metrics
Adjusted Financing EBITDA*
$ 192 24 % 30 % $ 193 32 % Unlevered Free Cash Flow*
$ 193 24 % 30 % $ 201 36 % Revenues*
$ 659 16 % 20 % $ 636 13 % New Enrollments
34,759 16 % 20 % 31,406 7 % 80 % 100 % 87.97 % *In millions
Performance Metric - Mexico
Target Weighted
Target as % of
AwardWeighted
Target as
% of Corporate
Component2022
Actual
Performance2022
Actual Payout
%Organizational multiplier metrics
Adjusted Financing EBITDA*
$ 99.2 32% 40% $ 114.6 71% Revenues*
$ 552.5 24% 30% $ 573.7 42% New Enrollments
129,700 16% 20% 138,800 29% Unlevered Free Cash Flow*
$ 53.2 8% 10% $ 66.4 18% 80% 100% 160% * In millions
In determining the 2022 AIP
awards,payments, the Compensation Committee considered20192022 results with respect to each performance metric and2019 resultsas apercentagespercentage of the applicable corporategoal—in particular,goal. The Compensation Committee believes that theCompany (i) exceededapproved individual performance multipliers, an average of 136.7% for thetargetsexecutive leadership team reporting to Mr. Serck-Hanssen, and above-target 2022 payouts forAdjusted Financing EBITDAthe NEOs, as shown in the table below, appropriately reflect the significant achievements of outperforming key budgeted performance metrics, increasing our organic growth rate andnew enrollments, (ii) slightly missed the target for revenuesexpanding margins, while maximizing academic quality and(iii) significantly exceeded the target for unlevered free cash flow.successful student outcomes. The table below provides information relating to the20192022 target and actual AIPtargetpayments for each of theNEOs (other than for Mr. Loureiro, who received a portion of his severance payment in lieu of bonus), both in dollar amounts and as a percentage of year-end base salary.ExecutiveBonus
Salary
Amount ($)AIP
Target
Award as
% of 2019
Year-End
SalaryTarget 2019
AIP Award
($)Approved
Individual
Performance
MultiplierActual
Award $Actual
Award as a
% of
Target
AwardEilif Serck-Hanssen
850,000 130 % 1,105,000 150 % 1,689,589 152.90 % Jean-Jacques Charhon
600,000 100 % 600,000 150 % 917,424 152.90 % Timothy Grace
500,000 80 % 400,000 150 % 611,616 152.90 % Victoria Silbey
532,650 100 % 532,650 150 % 814,443 152.90 % Paula Singer(1)
459,000 100 % 459,000 125 % 558,328 121.64 % Ricardo Berckemeyer(2)
800,000 130 % 1,040,000 100 % 866,901 — (1)For Ms. Singer, the organizational multiplier portion of her AIP is based 50% on corporate level performance results and 50% on Online and Partnerships performance results.(2)As set forth in the Separation Agreement dated July 15, 2019 between the Company and Mr. Berckemeyer (the "Berckemeyer Separation Agreement"), Mr. Berckemeyer was eligible for an amount equal to the actual bonus under the 2019 AIP, pro-rated for the time he was employed with the Company, calculated in accordance with the terms of the 2019 AIP, using the same corporate performance multiplier applied to its most senior executives and an individual multiplier of 100%.
In recent years, we have used cash long-term incentive plans ("LTIPs") as part of our overall compensation for our senior executive team. These LTIPs have been multi-year cash incentive plans designed to motivate and reward participants for the achievement of performance goals over an extended period by offering them the opportunity to receive cash payments based on the achievement of those goals. The multi-year performance period was designed to provide an additional incentive for the NEOs to remain with Laureate through the performance period and beyond. The LTIP awardshave been conditioned on the achievement of Company financial performance goals and are earned over separate one-year periods subject to continued employment through the payment date. Starting in 2018, the Compensation Committee began phasing out the use of LTIPs and including a larger portion of long-term stock-based compensation for theNEOs.In accordance with the provisions of the Transitional Employment Agreement effective November 9, 2017 between the Company and Ms. Singer (the "Singer TEA"), Ms. Singer was eligible to earn a special long-term bonus (the "Singer Special LTB"), which permitted her to receive up to an aggregate amount of $500,000, of which $100,000 was eligible to be earned upon satisfaction of 2018 performance criteria and $400,000 was eligible to be earned upon satisfaction of 2019 performance criteria. The performance criteria was related to (i) Laureate Online revenue and (ii) Laureate Online adjusted EBITDA. As determined by the Compensation Committee in March 2019 and 2020, the 2018 and 2019 performance goals, respectively, were not achieved, and thus Ms. Singer did not earn any amounts under the Singer Special LTB.Executive
2022
Base
Salary
($)
Target
2022 AIP
Award as a
% of 2022
Base
SalaryTarget
2022 AIP
Award
($)
Approved
Organizational
Multiplier(1)Approved
Individual
Performance
Multiplier(2)
Actual
Award($)
Actual
Award as a
% of
Target
Award
Eilif Serck-Hanssen
850,000 130% 1,105,000 138% 137% 1,521,497 138% Richard M. Buskirk
400,026 100% 400,026 138% 165% 573,445 143% Marcelo Barbalho Cardoso(3)
405,347 100% 405,347 149% 165% 616,906 152% Richard H. Sinkfield III(4)
435,036 100% 435,036 138% 135% 597,531 137% Timothy P. Grace(5)
— — — — — — — (1) Applied to 80% of Target 2022 AIP Award amount.
(2) Applied to 20% of Target 2022 AIP Award amount.
(3) Mr. Cardoso’s bonus was based 50% on corporate performance and 50% on Mexico performance. Amounts for Mr. Cardoso are based on an average foreign currency exchange rate of Brazil Real to U.S. Dollar for 2022 at 0.193946.
2023 Proxy Statement 17
(4) In 2022, the Compensation Committee approved an increase in Mr. Sinkfield’s bonus target percentage from 75% to 100% of his base salary rate.
(5) Mr. Grace served as Chief Human Resources Officer until April 8, 2022 and therefore was not eligible to receive an award under the 2022 AIP; however, pursuant to his 2020 Letter Agreement (defined below), he received a pro-rated annual bonus for 2022 in connection with his termination of employment, as described below.
Long-Term Incentive Plan: Stock-Based Compensation
The Laureate Education, Inc. Amended and Restated 2013 Long-Term Incentive Plan (as amended and restated from time to time, the
"2013 Plan"“2013 Plan”) was established for the benefit of officers, employees and certain directors of the Company and its subsidiaries, as well as for others performing consulting or advisory services for the Company. The purpose of the 2013 Plan has been to provide incentives that will attract, retain and motivate high performing officers, employees, directors and consultants by providing them with appropriate incentives to maximize stockholder value and contribute to the long-term success of the Company. We have granted long-term equity awards under the 2013 Plan consistent with the view that stock-based incentive compensation opportunities play a key role in ourbeing ableability to recruit, motivate and retain qualified individuals. While our compensation packages generally include a number of different components, we believe that equity compensation is key to linking pay to performance and aligning executives with stockholders, as it encourages employees to work toward our success and aligns their interests with those of our stockholders by providing them with a means by which they can benefit from increasing the value of theCompany'sCompany’s stock.Our stock-based compensation is intended to be a significant portion of NEO compensation to create a link between executive compensation and our long-term performance, thereby creating alignment between executive and stockholder interests. The Compensation Committee believes that the best way to align compensation of our NEOs with long-term growth and profitability is to design long-term incentive compensation (“LTI”) that is, to a great degree, dependent upon Company performance.
In
2019,2022, the Committee approved annual grants of performance share units (“PSUs”) and restricted stock units (“RSUs”) to ourannual grant program used a mix of three types of equity incentives for NEO grants:•50% Performance Share Units (PSUs):PSUs vest in equal annual installments over a three-year period, subject to achievement of annual Adjusted Financing EBITDA targets. For 2019, the Adjusted Financing EBITDA target was $883,611,000. All unvested PSUs are forfeitable upon termination of employment prior to vesting. PSUs do not provide voting or dividend rights until the units are vested and settled in shares of our Class A common stock.•25% Restricted Stock Units (RSUs):Time-based RSUs vest in three equal annual installments, subject to continued employment on each applicable vesting date. All unvested RSUs are forfeitable upon termination of employment prior to vesting. RSUs do not provide voting or dividend rights until the units are vested and settled in shares of our Class A common stock.•25% Stock Options:Time-based stock options have a ten-year term and vest in equal annual installments over a three-year period, subject to continued employment on each applicable vesting date.
NEOs. We believe that the use of both performance-based and time-based awards, as described below, creates a strong focus on executive motivation, performance and retention.
Award Type
% of
LTIDescription PSUs
50 % PSUs vest in three equal annual installments over a three-year period, subject to achievement of Adjusted EBITDA Margin and Total Enrollment targets in the first and second years, and the third year of vesting is subject to continued employment with the Company on the vesting date. These vesting terms apply only to PSUs granted in 2021 and 2022.
Adjusted EBITDA Margin is Adjusted EBITDA (as defined above) divided by revenue. Total Enrollment is the total number of students enrolled in the Company’s institutions on a particular date. Both measures are important in evaluating management’s success in positioning the Company for sustainable growth and profitability over the long term.
RSUs
50 % Time-based RSUs vest in three equal annual installments on December 31 of the year of grant and the two subsequent years, subject to continued employment on each applicable vesting date. Our NEOs received the following target LTI equity award opportunities in 2022, with PSU and RSU grants vesting over fiscal years 2022, 2023 and 2024:
Executive
Target LTI Value
(as a % of Prior
Year-EndTarget LTI
Value ($)Units (#) Base Salary) PSUs RSUs Eilif Serck-Hanssen
300 % $ 2,550,000 105,898 105,898 Richard M. Buskirk
100 % $ 380,000 15,781 15,781 Marcelo Barbalho Cardoso
150 % $ 503,000 20,895 20,895 Richard H. Sinkfield III
75 % $ 315,000 13,082 13,082 Timothy P. Grace
80 % $ 400,000 16,612 16,612 For additional information on all
20192022 and outstanding equity grants to the NEOs, see the"Grants“Grants of Plan-BasedAwards"Awards” table and the"Outstanding“Outstanding Equity Awards at FiscalYear-End"Year-End” table under"Executive“2022 Executive Compensation Tables."”In July 2019, the Compensation Committee approved an additional equity award for Mr. Charhon, with a grant date of August 1, 2019, that was designed to further incentivize Mr. Charhon's future performance, encourage retention of his services and align his interests with those of the Company's stockholders. The terms of this additional award, which included PSUs, RSUs and options, were the same as the terms of his 2019 annual grant.Our NEOs also may receive inducement grants at the time of hire or grants for recognition and retention, promotions or other purposes. The equity award value, vesting requirements and type of award for these ad hoc grants may vary depending on the purpose of the grant. Except for the additional grant awarded to Mr. Charhon, as described above, no NEO received any such grant in 2019.18 Laureate Education, Inc.
2022 PSU Outcomes
In
March 2020,February 2023, the Compensation Committee determined, based on theCompany's 2019Company’s 2022 audited consolidated financial statements, that 100% vesting under theapplicable 2019 performance goals based on Adjusted EBITDA had been achieved for thosefollowing PSUs that were granted on an annual basis to certain executives, including the NEOs,(the "Annual PSUs").had been achieved with respect to 2022 performance. Accordingly, the20192022 tranche of theAnnualPSUs granted in 2020, 2021 and 2022 vested and were settled in shares of ourClass Acommon stock in March2020.Messrs. Charhon and Grace and Ms. Silbey received retention grants of performance-based options and PSUs (collectively, the "Retention Grants") in order to increase their performance incentives2023. The table below provides information relating to thesame level as other executive officers. The Retention Grants vested one third based on Adjusted EBITDA targets for 2018achievement of PSU vesting with respect to fiscal year 2022 targets.Year of PSU Grant for
2022 Tranche
Performance Metric Target 2022 Actual
Performance
Vesting 2020
Adjusted Financing EBITDA $849,500* $1,016,000* 100 % 2021
Adjusted EBITDA Margin
Total Enrollment
25% 332,000
27.3% 423,000
100 100
% %
2022
Adjusted EBITDA Margin
Total Enrollment
26% 404,000
27.3% 423,000
100 100
% %
* Amounts are shown pro forma to reflect the impact from divestitures as well as other permitted adjustments.
Additional Cash Bonuses
To recognize and
two thirds based on Adjusted EBITDA targets for 2019. The Adjusted EBITDA targetsreward exemplary performance providing value to the Company beyond what is recognized by the structure of the AIP and under special circumstances, our Committee Compensation may, in its discretion and often in consultation with theAnnual PSUs and inBoard of Directors, approve additional cash awards to employees, including theRetention Grants are based on different targets, with certain items, such as certain strategic corporate initiatives, taken into account in the targets for the Retention Grants. In March 2019 and March 2020,NEOs. At appropriate times the Compensation Committeedetermined that the performance goals for 2018determines whether any such awards are deemed warranted and,2019, respectively,if so, inthe Retention Grants had not been achieved. Accordingly, all of the Retention Grantswhat amount. In 2022, no such awards wereforfeited.We also maintain a deferred compensation plan (the "Post-2004 DCP"), which is intended to promote executive retention by providing a long-term savings opportunity on a tax-efficient basis. See "—Executive Compensation Tables—2019 Nonqualified Deferred Compensation" for additional information.BenefitsWe provide various employee benefit programs to our employee NEOs, including medical, dental, life/accidental death and dismemberment, and disability insurance benefits, and our 401(k) Retirement Savings Plan. These benefit programs are generally available to all of our U.S.-based full-time employees.
Our NEOs wereMr. Serck-Hanssen also was provided with individual supplemental executive long-term disability coverage in2019. Through the Company's Group Pinnacle Care plan, which is offered to all U.S.-based full-time employees, our NEOs may participate in the Pinnacle Care Health Consulting Service, a medical concierge service that provides advice and other assistance with health care decisions and gives them access to medical services around the world. These benefits are provided to the NEOs to eliminate potential distractions from performing their regular job duties. We believe that the cost of these programs is counterbalanced by an increase in productivity by the executives receiving access toTable of Contents2022.them. In connection with offers of employment, the Company may provide relocation benefits to executives, including the NEOs.In March 2018, the Compensation Committee approved a general severance policy for all employees, including our NEOs, with a goal of providing consistent decisions regarding severance payment amounts and timing of payments upon termination of executive and non-executive employees. In July 2019, the Company established the Laureate Education, Inc.The Company’s Severance Policy for Executives (the"Executive“Executive SeverancePlan"Plan”),which forms part of the general severance policy. The Executive Severance Plan,which applies to all current NEOs, provides severance benefits in connection with a"qualifying“qualifying termination,"” which is defined to mean a termination of employment: (i) prior to a"change“change in control,"” by the Company other than for"cause;"“cause;” and (ii) on or within the 12-month period after a"change“change in control,"” by the Company other than for"cause"“cause” or by the executive officer for"good“good reason."” For a detailed description of the Executive Severance Plan, see"—“— 2022 Executive CompensationTables—Tables — Potential Payments upon Termination or Change in Control."”Messrs. Serck-HanssenNEO Severance Arrangements andCharhon and Ms. Silbey Offer Letters and Ms. Singer Transitional Employment Agreement.Retention Bonus Agreements.At the time Mr. Serck-Hanssen was hired as our Executive Vice President and Chief Financial Officer in 2008,
our other executive officers were parties to retention agreements entered into in connection with our 2007 leveraged buyout, which have since expired, that provided, among other things, for a lump-sum severance benefit in the event we terminated the executive's employment without cause. Because Mr. Serck-Hanssen was being hired as an executive officer at a time when these retention agreements were still in effect,the Compensation Committee thought it appropriate to authorize Mr.Serck-Hanssen'sSerck-Hanssen’s written offer of employment to include a provision entitling Mr. Serck-Hanssen tothe samea lump sumseverance benefit in the event we terminate his employment without cause.At the time each of Mr. Charhon and Ms. Silbey was hired, the Compensation Committee determined that it was appropriate to authorize a written offer of employment that included a provision entitling each to a severance benefit in the event of a termination of employment without cause and other than for disability.Following certain announcements by the Company in 2017 regarding its decision to divest assets in certain markets, the Compensation Committee determined it was appropriate for the Company to enter into the Singer TEA, which included a provision entitling Ms. Singer to aseverance benefit in the event that we terminateherhis employment withoutcausecause.Mr. Cardoso and the Company entered into an Independent Contractor and Consultant Agreement for Mr. Cardoso’s continuing services as Executive Vice President and Chief Operating Officer (the “Cardoso Agreement”) effective upon the Company’s sale of its Brazil business in May 2021 and Mr. Cardoso’s resulting termination of employment with the Company’s Brazil subsidiary. The Cardoso Agreement details Mr. Cardoso’s annual cash compensation, annual target cash bonus, annual target long-term equity incentive award and severance benefits, as well as other payments to provide commensurate benefits received while an employee of the Company’s Brazilian subsidiary. Pursuant to such agreement, Mr. Cardoso remains eligible to receive severance benefits pursuant to his 2020 Letter Agreement (defined below) and any other applicable severance policy, provided, however, that any future severance will be reduced by the severance amount he received in connection with his termination of employment with the Company’s Brazil subsidiary upon the Company’s 2021
2023 Proxy Statement 19
sale of its Brazil business. The Cardoso Agreement was subsequently amended to assign it to a consulting company owned by Mr. Cardoso and to reflect Mr. Cardoso’s 2022 compensation increase.
In 2020, in connection with the Strategic Review, changes to severance arrangements were implemented through individual retention letter agreements that the Company entered into with certain executives, including the NEOs, and by amendment to the Executive Severance Plan (collectively, the “2020 Letter Agreements”). The 2020 Letter Agreements provided that, if an NEO (other than Mr. Sinkfield) is terminated without “cause” or resigns with “good reason” either prior to
December 31, 2019.the completion of the Strategic Review or within 12 months following the end of the Strategic Review, (1) the NEO would receive the same benefits that the NEO would have received upon a qualifying termination of employment on or following a change in control under the Executive Severance Policy and (2) all outstanding equity awards then held by the participant would receive the same treatment as such equity awards would have received upon a qualifying termination on or following a change in control (i.e., full accelerated vesting of unvested equity awards). As a result of Mr. Grace’s termination without “cause” effective April 8, 2022, Mr. Grace received severance benefits in accordance with the terms of his 2020 Letter Agreement. See
"—“— 2022 Executive CompensationTables—Tables — Summary Compensation Table.”Further, the 2020 Letter Agreements, for all NEOs other than Mr. Cardoso, provided for a cash retention bonus program contingent upon achieving key performance targets that would be payable, if achieved, on the earlier of a change in control or the date on which our Board of Directors determined that the Strategic Review is complete (the “Determination Date”). The amount of the retention bonus was to be determined based on the applicable target amount for each NEO (75% of the NEO’s 2020 base salary), the length of the Strategic Review and the total value to stockholders, with further adjustments up or down in a range of 0% to 200% of target based generally on total return to the Company’s stockholders (the “Performance Retention Bonus”) on the earlier of the Determination Date and the date of the termination of the NEO (the “Valuation Date”) occurs. Mr. Sinkfield’s 2020 Letter Agreement provided that 50% of the total retention bonus amount was to be based on the Performance Retention Bonus when the Valuation Date occurs and 50% was to be paid based on a prorated portion of target based on when the Valuation Date occurs. Under this program, if an NEO was terminated without “cause” or resigned with “good reason” before or during the year following the end of the Strategic Review, then the NEO would be eligible to receive a lump sum pro rata AIP award.
In December 2021, our Board of Directors determined, pursuant to the 2020 Letter Agreements, that the Valuation Date for purposes of determining the amount of Performance Retention Bonus, if any, each participant would earn was April 7, 2022. Accordingly, on April 7, 2022, it was determined that the threshold target total return to the Company’s stockholders had not been achieved. Therefore, no amounts were earned by Messrs. Serck-Hanssen, Buskirk, Sinkfield and Grace under the Performance Retention Bonus. Under the time-based bonus component of Mr. Sinkfield’s retention bonus, as of the Valuation Date, Mr. Sinkfield earned $284,375. Finally, in accordance with the 2020 Letter Agreements, the severance terms described above continued for one year after the Valuation Date (the “Strategic Review Protection Period”) and terminated on April 7, 2023, other than for Mr. Serck-Hanssen as explained below.
On October 9, 2022, the Company entered into a letter agreement (the “ESH Amended Agreement”) with Mr. Serck-Hanssen, which amended and restated the terms and conditions of his 2020 Letter Agreement. Pursuant to the 2020 Letter Agreement, Mr. Serck-Hanssen would have had “modified good reason” to resign and receive the enhanced severance benefits to the extent, among other triggers, there was a material diminution in his authority, duties or responsibilities when compared to his authority, duties or responsibilities as of January 27, 2020 (the “Change in Duties Trigger”). Under the ESH Amended Agreement, Mr. Serck-Hanssen is eligible to receive enhanced severance benefits (including accelerated vesting of outstanding equity awards) in connection with a qualifying termination of employment through April 7, 2025, the three-year anniversary of the Valuation Date (the “ESH Protection Period”). In light of the changes to Mr. Serck-Hanssen’s authority, duties and responsibilities as a result of the Strategic Review and resulting divestitures, which implicated the original Change in Duties Trigger, the definition of “modified good reason” in the ESH Amended Agreement was updated to remove the Change in Duties Trigger, in exchange for which the ESH Amended Agreement provides that Mr. Serck-Hanssen has the right to resign and receive the enhanced severance benefits contemplated by the 2020 Letter Agreement during the 10-month period commencing on April 7, 2024.
See “— 2022 Executive Compensation Tables — Potential Payments upon Termination or Change in
Control"Control” for a discussion of the severance benefits available to our NEOs.20 Laureate Education, Inc.
Policies and Other Considerations
We recognize the importance of utilizing quantifiable standards to ensure that our
executives'executives’ personal financial interests are in close alignment with those of our stockholders. To that end, our Director & Executive Officer Stock Ownership and Retention Guidelines (the"Stock“Stock OwnershipGuidelines"Guidelines”) require executives, including ourNEO's,NEOs, to have stock ownership levels as follows: five times annual base salary for our CEO and three times annual base salary for all other executives.The following are considered when determining if an executive has met these guidelines:
•Company Class A or Class Bcommon stock owned exclusively by the NEO, jointly with his or her spouse, or in a trust for the benefit of members of his or her family; and
•the in-the-money portion of vested, unexercised stock options.• the in-the-money portion of vested, unexercised stock options.
The following are not considered:
•unvested or unearned performance-vesting shares/units;
•unvested or previously exercised stock options; and
•underwater stock options.
Until such guidelines are met and as each award is exercised, vested or earned, the CEO is expected to retain 75% of net profit shares and other NEOs are expected to retain 50% of net profit
shares for other NEOs.shares.Laureate prohibits employees, executive officers and directors from engaging in any form of hedging transaction or holding Laureate securities in margin accounts, or pledging Laureate securities as collateral for loans.
Management, the Compensation Committee and the Compensation
Committee'sCommittee’s independent compensation consultant have reviewed and considered our compensation plans and practices for all of our employees and do not believe that our compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company. We utilize many design features that mitigate the possibility of encouraging excessive risk-taking behavior. Among these design features are the following:•reasonable goals and objectives that are well-defined and communicated;
•a strong recoupment ("clawback") policy;•balance of short- and long-term variable compensation tied to a mix of financial and operational objectives;
•capping annual incentive plan payouts;
the Compensation Committee’s ability to exercise downward discretion in determining payouts;
market-aligned severance policy for executives that does not have automatic single-trigger equity vesting;
•a strong recoupment (“clawback”) policy;
retaining an independent compensation consultant for the Compensation Committee;
stock ownership guidelines; and
prohibition on executive officers and directors engaging in any form of hedging transaction or holding Laureate securities in margin accounts, or pledging Laureate securities as collateral for
loans;•retaining an independent compensation consultant for the Compensation Committee;•capping annual incentive plan payouts;•stock ownership guidelines; and•the Compensation Committee's ability to exercise downward discretion in determining payouts.
loans.Under the
Company'sCompany’s Executive Incentive Compensation Recoupment Policy,also known as a "clawback" policy,executives who violate confidentiality, non-competition, and non-solicitation agreements forfeit any outstanding awards under the 2013 Plan and must return any gains realized from awards prior to the violation. These provisions serve to protect our intellectual property and human capital and help ensure that executives act in the best interests of Laureate and its investors.We plan to revise the Executive2023 Proxy Statement 21
Our Incentive Compensation
RecoupmentClawback Policy provides us with an additional basis to recoup cash or equity-based incentive compensation from certain members of our senior management, including our executive officers. The Clawback Policy provides for the recovery or cancellation of excessive incentive-based compensation from a covered employee if the Compensation Committee determines that incentive compensation was overpaid, in whole or in part, as a result of a restatement of reported financial results for any reason (other than a change in accounting rules or policy or applicable law). It allows for recovery or cancellation of an overpayment of an award if the restatement occurs within three years after publication of the audited financial statements that have to beconsistent with the final rules implementing the requirementsrestated.In light of the
Dodd-Frank Act.SEC’s adoption of final clawback rules in October 2022, we intend to update our clawback policy to comply with applicable Nasdaq listing rules when effective.As part of its role, the Compensation Committee considers the tax and accounting impacts reflected in our financial statements when establishing our compensation plans. The forms of compensation it selects are intended to be cost efficient.
Under GAAP, the cash AIP awards, LTIP awards, and performance-based equity awards result in "accrual" accounting, which means that the estimated payout of the award, along with any changes in that estimate, are recognized over the performance period. Our ultimate expense will equal the value earned by and paid to the executives. Therefore, the ultimate expense is not determinable until the end of the performance period.Additionally, the Compensation Committee considers whether the forms of compensation it selects are tax deductible compensation consistent with our philosophies of aligning pay with performance and the interests of our NEOs with those of our
investors.On January 27, 2020, we announced that our Board of Directors had authorized the Company to explore strategic alternatives for each of its businesses to unlock stockholder value (the "Strategic Alternative Process"). As part of this process, we will evaluate all potential options for our businesses, including sales, spin-offs or business combinations. There can be no assurance as to the outcome of this process, including whether it will result in the completion of any transaction, the values that may be realized from any potential transaction or how long the review process will take.stockholders.Also, in January 2020, the Compensation Committee recommended and our Board of Directors approved certain changes to the Company's compensation programs in connection with the Strategic Alternative Process, which changes were finalized by the Compensation Committee in February 2020.In connection with these changes, the NEOs are eligible to receive a pro-rata annual bonus (based on target) for the year of a qualifying termination of employment on or following a change in control under the Executive Severance Plan. In addition, if an NEO is terminated without "cause" or resigns with "good reason" either prior to the completion of the Strategic Alternative Process or within 12 months following the end of the Strategic Alternative Process, the NEO will receive the same benefits (including the pro-rata target annual bonus referred to in the prior sentence) the NEO would have received upon a qualifying termination of employment on or following a change in control under the Executive Severance Policy.In addition, if a participant under the 2013 Plan, including an NEO, is terminated without "cause" or resigns with "good reason" either prior to the completion of the Strategic Alternative Process or within 12 months following the end of the Strategic Alternative Process, then all outstanding equity awards then held by the participant under the 2013 Plan will receive the same treatment as such equity awards would have received upon a qualifying termination on or following a change in control (i.e., full accelerated vesting of unvested equity awards).Finally, in connection with these changes, a cash retention bonus program in which the NEOs are eligible to participate was implemented, except in the case of Ms. Singer, who is instead eligible for the Singer Retention/Transaction Bonus, defined below. The retention bonus under the program is payable on the earlier of a change in control or the date on which our Board of Directors determines that the Strategic Alternative Process is complete, and the amount of the retention bonus will be determined based on the NEO's current base salary, the length of the Strategic Alternative Process and the total value to stockholders. Under this program, if an NEO is terminated without "cause" or resigns with "good reason" before the end of the Strategic Alternative Process, then the NEO would be eligible to receive a lump-sum pro-rata award. Additional information regarding these changes can be found on our Current Reports on Form 8-K filed onJanuary 31, 2020andFebruary 28, 2020.Ms. Singer is eligible for the payment of a special bonus upon the earlier of July 31, 2021 and the date of the closing of a transaction that results in the Company having sold all or substantially all of its interest in or assets of the Company's Online and Partnerships segment (such bonus, the "Singer Retention/Transaction Bonus"). If such a transaction occurs prior to July 31, 2021, Ms. Singer will receive a bonus equal to 75% of her 2019 base salary (the "Singer Bonus Amount"). If such a transaction does not occur prior to July 31, 2021, Ms. Singer will receive a bonus equal to 50% of the Singer Bonus Amount. Ms. Singer's entitlement to the Singer Retention/Transaction Bonus is contingent upon her continued employment through the date of such a transaction or July 31, 2021, as applicable.The changes discussed in the paragraphs above (i) were implemented for the NEOs through individual letter agreements that the Company entered into with the NEOs in March 2020 and (ii) do not apply to Messrs. Berckemeyer and Loureiro as formerly employed NEOs.On March 10, 2020, in connection with the Strategic Alternative Process, our Board of Directors evaluated the designations of its current executive officers (as that term is defined under Rule 3b-7 of the Securities Exchange Act of 1934) and determined that Ms. Singer would no longer be designated as an executive officer.The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis as required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement for filing with the SEC and incorporated by reference into the
Company'sCompany’s Annual Report on Form 10-K for the fiscal year ended December 31,2019.2022.COMPENSATION COMMITTEE
Brian F. CarrollAndrew B. Cohen,
William L. Cornog
ChairPedro del Corro
Kenneth W. Freeman
George Muñoz
2022 Executive Compensation Tables
The following table sets forth information regarding the compensation of our NEOs for
2019, 20182022, 2021 and2017.2020.SUMMARY COMPENSATION TABLEName and Principal PositionYear Salary
($)Stock
Awards(1)Option
Awards(1)Non-Equity
Incentive
Plan
Compensation
($)(2)All Other
Compensation
($)(3)Total
($)Eilif Serck-Hanssen
2019 850,000 1,862,500 621,075 1,689,589 12,009 5,035,173 President and Chief Executive
2018 850,000 1,960,215 653,608 1,671,349 11,859 5,147,031 Officer
2017 686,716 1,677,188 2,424,458 2,042,621 11,709 6,842,692 Jean-Jacques Charhon
2019
600,000
1,107,358
369,203
917,424
8,400
3,002,385Executive Vice President and
2018 600,000 461,220 753,790 387,312 62,950 2,265,272 Chief Financial Officer
Timothy Grace
2019
500,000
292,159
97,423
611,616
8,400
1,509,598Chief Human Resources Officer
2018 297,436 321,730 107,220 520,416 423,133 1,669,935 Victoria Silbey
2019
532,650
389,039
129,730
814,443
8,400
1,874,262Senior Vice President, Secretary,
Chief Legal Officer and Chief
Ethics and Compliance Officer
Paula Singer
2019
457,500
328,679
109,602
558,328
8,400
1,462,509Chief Executive Officer, Walden
and Laureate Online Partners
Ricardo Berckemeyer(4)
2019
448,717
1,460,781
1,462,465
(5)
866,901
932,035
5,170,899Former President and
2018 800,000 1,537,426 512,630 1,373,882 38,334 4,262,273 Chief Operating Officer
2017 708,174 1,677,188 2,984,664 2,167,795 43,604 7,581,425 José Roberto Loureiro(6)
2019
380,747
304,198
101,440
—
1,081,252
1,867,637Former Chief Executive
2018 511,226 361,460 120,523 626,954 42,300 1,662,463 Officer, Brazil
(1)Except as otherwise noted, reflects the grant date fair value of awards, which is an estimated value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 Compensation—Stock Compensation ("ASC 718"). For a discussion of the assumptions related to the calculation of this value, refer to Note 14, Share-based Compensation and Equity, in our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019.(2)For 2019, represents amounts earned under the 2019 AIP, including the pro-rata amount paid to Mr. Berckemeyer pursuant to the terms of the Berckemeyer Separation Agreement.Name and
Principal Position
Year Salary
($)(1)Bonus
($)(2)
Stock
Awards
($)(3)
Option
Awards($)
Non-Equity
Incentive
Plan
Compensation
($)(4)All
Other
Compensation
($)(5)Total
($)Eilif Serck-Hanssen
President and Chief Executive Officer
2022 2021
2020
850,000 850,000
765,708
— 2,000,000
1,000,000
2,550,024 2,550,017
2,550,020
— —
—
1,521,497 1,906,611
988,975
55,311 12,309
12,159
4,976,832 7,318,937
5,316,862
Richard M. Buskirk
Senior Vice President and
Chief Financial Officer
2022 2021
396,688 375,000
— 666,667
380,007 380,019
— —
573,445 655,667
12,200 8,700
1,362,340 2,086,053
Marcelo Barbalho Cardoso(6)
Executive Vice President, Chief Operating Officer and Chief Executive Officer, Mexico
2022 2021
396,843 423,654
— 350,000
503,151 516,554
— —
616,906 941,552
236,359 519,216
1,753,259 2,750,975
Richard H. Sinkfield III
Chief Legal Officer and
Chief Ethics & Compliance Officer
2022 2021
2020
432,530 420,000
379,647
284,375 666,667
333,000
315,015 315,021
215,532
— —
—
597,531 543,514
231,103
12,200 8,700
8,550
1,641,651 1,953,902
1,167,832
Timothy P. Grace
Former Chief Human Resources Officer
2022 2021
2020
136,538 500,000
462,812
— 400,000
—
400,017 400,010
400,010
— —
—
— 690,176
358,000
1,522,096 8,700
8,550
2,058,651 1,998,886
1,229,372
(1) For Messrs. Buskirk, Cardoso and Sinkfield, the 2022 amount reflects a blended rate resulting from the March 1, 2022 effective date for 2022 base increases. Mr. Grace’s 2022 salary represents salary payments made through his termination of employment with the Company on April 8, 2022.
(2) For 2022, represents amount of retention bonus earned by Mr. Sinkfield under his 2020 Letter Agreement. See “—Compensation Discussion and Analysis — Severance Pay Arrangements and Retention/Bonus Agreements.”
(3) Reflects the grant date fair value of awards, which is an estimated value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 Compensation — Stock Compensation (“ASC 718”). For a discussion of the assumptions related to the calculation of this value, refer to Note 11, Share-based Compensation and Equity, in our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022.
(4) For 2022, represents amounts earned under the 2022 AIP.
(5) For Mr. Serck-Hanssen in 2022, includes $12,200 contributed pursuant to our 401(k) matching program, $39,502 in legal fees paid by the Company on his behalf in the connection with negotiation of the ESH Amended Agreement, and $3,609 for executive supplemental disability plan premiums.
For
2018,Messrs. Buskirk and Sinkfield in 2022, includes$116,287 earned under Mr. Loureiro's LTIP based on a foreign currency exchange rate of Brazil Real to United States Dollar of 0.2588 as of March 31, 2019. For 2017, includes $1,000,000 earned by each of Mr. Serck-Hanssen and Mr. Berckemeyer under their respective LTIPs. These amounts were inadvertently omitted from this table in 2018 and 2017.(3)The amounts reported in this column for 2019 are provided below:For each of Messrs. Serck-Hanssen, Charhon and Grace and Mses. Silbey and Singer, includes $8,400$12,200 contributedby uspursuant to our 401(k) matching program.For Mr.
Serck-Hanssen, includes $3,609 for executive supplemental disability plan premiums paid by us.
For Mr. Berckemeyer, includes separation payments madeCardoso in 2022, pursuant to theBerckemeyer SeparationCardoso Agreement,as follows: $843,333 for the portion of severance paid in 2019, $12,924 for the portion ofincludes $84,724–related to vacation benefit; $55,748–related to additional monthly payment benefit; $36,913–annual car allowance, $33,092–related to health insurancecoverage paid in 2019, $25,000premiums, $22,579–related to life insurance premiums, and miscellaneous amounts foroutplacement servicesmeal vouchers and$17,757 for unused accrued vacation. Also includes $30,702 for family transportation and $2,319 for executive supplemental disability plan premiums. See "—Potential Payments upon Termination or Change in Control—Separation Agreementtransportation.For 2022, for Mr.
Berckemeyer" for additional information.For Mr. Loureiro,Grace, includesseparation payments made$12,200 contributed pursuant tothe Loureiro Separationour 401(k) matching program and, in connection with his termination of employment on April 8, 2022 pursuant to his 2020 Letter Agreement,as follows: $507,148 for statutory severance, $162,402 for the portioncash payments ofvoluntary severanceseverance—$1,350,000, pro-rated 2022 annual bonus—$107,400 and accrued vacation—$11,223; company paidin 2019, $259,895 for his pro rata 2019 AIP bonus, $108,399 for unused accrued vacation and $12,170 for the portion of health and life insurance benefits paid in 2019. The separation payments (other than for voluntary severance) are based on a foreign currency exchange rate of Brazil Real to United States Dollar as of end of the month for August 2019 of 0.2407. See "—Potential Payments upon Termination or Change in Control—Separation Agreement for Mr. Loureiro" for additional information. Also includes $19,726 forhealth insurancecoverage, $6,826 for executive supplemental disability plan premiums, $3,496 for car allowancebenefits—$17,278 andexpenses and transportation, and $1,190 for food expenses.(4)Mr. Berckemeyer's employment with the Company ended on of July 15, 2019.(5)Represents the incremental fair value of $975,349 on July 15, 2019, Mr. Berckemeyer's termination date,outplacement services—$23,995. Additionally, in accordance withASC 718 with respect totheextensionterms ofthe exercise date for vested options from 90 days post termination to July 15, 2021. All options granted on March 6, 2019 wereMr. Grace’s 2020 Letter Agreement, Mr. Grace’s unvested equity awards as ofthehis termination dateof Mr. Berckemeyer's termination and as a resultwereforfeited, which, as of the grant date, represents a fair value of $487,116.(6)Mr. Loureiro's employment with the Company ended effective on July 31, 2019. Except as otherwise noted, all amounts for Mr. Loureiro are based on an average foreign currency exchange rate of Brazil Real to United States Dollar as follows: 0.254 for 2019 and 0.27597 for 2018.
(6) All amounts for Mr. Cardoso are based on an average foreign currency exchange rate of Brazil Real to U.S. Dollar for 2022 and 2021 at 0.193946 and 0.18585, respectively, except for Mr. Cardoso’s 2021 additional cash bonus payment under the “Bonus” column above, which was based on U.S. Dollars.
2023 Proxy Statement 23
Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table
Employment Arrangements. We have entered into offer letters, promotion letters, or employment or consulting agreements with
Messrs. Serck-Hansseneach of the NEOs, which provide for an NEO’s base salary or fee as of the commencement of employment or engagement or upon promotion, the target annual incentive andCharhon and Mses. Silbey and Singer.the long-term incentive equity awards. See"—Potential Payments upon Termination or Change in Control" and "—“—Compensation Discussion and Analysis—Messrs. Serck-Hanssen and Charhon and Ms. Silbey Offer Letters and Ms. Singer Transitional Employment Agreement"Base Salary” for moreinformation.information regarding these base salaries for the NEOs.
Annual Incentive Awards. In2019,2022, annual cash incentive awards were granted under the2019 AIP.2022 AIP, with the target amount for each NEO based on a percentage of salary. The actual AIP payment depends on both organizational and individual performance. See"—“—Compensation Discussion andAnalysis—Analysis — Annual IncentivePlan"Plan” for more information regarding the20192022 AIP.
Long-Term Incentive Awards. In2019,2022, the Company granted annual long-term incentive awards to the NEOs in the form of PSUsRSUsandstock options,RSUs, as described below. Each award is subject to continued employment on each applicable vesting date (with limited exceptions for termination of employment due to death, permanent disability and qualifying termination following a change in control). See"—“—Compensation Discussion andAnalysis—Analysis — Long-Term Incentive Plan: Stock-BasedCompensation"Compensation” for more information regarding these awards.Time-based Stock Options.The annual grant time-based stock options have a 10-year term and vest in equal annual installments over a three-year period beginning on December 31, 2019. The exercise price is $14.90 per share.PSUs.One-third of the annual grant PSUs will be eligible to vest based upon achievement of the applicable Adjusted EBITDA targets for each of 2019, 2020, and 2021.RSUs.The annual grant RSUs vest in three equal annual installments beginning on December 31, 2019.For Messrs. Berckemeyer and Loureiro, their termination of employment occurred prior to the vesting of any portion of their 2019 PSUs, RSUs and options; therefore, all such awards were forfeited effective on their respective termination dates.• PSUs:One-third of the annual grant of PSUs will be eligible to vest based upon achievement of the applicable performance goals (Adjusted EBITDA Margin and Total Enrollment) for fiscal year 2022 and one-third will be eligible to vest based upon the achievement of the applicable performance goals for fiscal year 2023, with earned PSUs vesting, respectively, on March 15, 2023 and 2024, and one-third is time based and vests on March 15, 2025.
• RSUs: The annual grant RSUs vest in three equal annual installments beginning on December 31, 2022.
24 Laureate Education, Inc.
Grants of Plan-Based Awards
in 2019The following table sets forth information regarding grants of plan-based awards to our NEOs in
2019:2022:Grant
Date
Fair
Value of
Stock
and
Option
Awards
($)*All
Other
Stock
Awards:
Number of
Shares of
Stock or
Units (#)All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)Estimated Future Payouts Under
Non-Equity
Incentive Plan AwardsEstimated Future Payouts
Under Equity
Incentive Plan AwardsExercise
or Base
Price of
Option
Awards
($/share)NameGrant
DateAward
TypeThreshold
($)Target
($)Maximum
($)Threshold
(#)Target
(#)Maximum
(#)Eilif Serck-Hanssen
5/21/19 AIP(1) 1 1,105,000 2,210,000 — — — — — — — 3/6/19 Options — — — — — — 102,657 $ 14.90 621,075 3/6/19 PSUs — — — 83,333 — — — — 1,241,662 3/6/19 RSUs — — — — — 41,667 — — 620,838 Jean-Jacques Charhon
5/21/19AIP(1)
1
600,000
1,200,000
—
—
—
—
—
—
—3/6/19 Options — — — — — — 36,232 $ 14.90 219,204 3/6/19 PSUs — — — 29,412 — — — — 438,239 3/6/19 RSUs — — — — — 14,706 — — 219,119 8/1/19 Options(2) — — — — — — 25,295 $ 16.40 149,999 8/1/19 PSUs(2) — — — 18,293 — — — — 300,005 8/1/19 RSUs(2) — — — — — 9,146 — — 149,994 Timothy Grace
5/21/19AIP(1)
1
400,000
800,000
—
—
—
—
—
—
—3/6/19 Options — — — — — — 16,103 $ 14.90 97,423 3/6/19 PSUs — — — 13,072 — — — — 194,773 3/6/19 RSUs — — — — — 6,536 — — 97,386 Victoria Silbey
5/21/19AIP(1)
1
532,650
1,065,300
—
—
—
—
—
—
—3/6/19 Options — — — — — — 21,443 $ 14.90 129,730 3/6/19 PSUs — — — 17,407 — — — — 259,364 3/6/19 RSUs — — — — — 8,703 — — 129,675 Paula Singer
5/21/19AIP(1)
1
459,000
918,000
—
—
—
—
—
—
—3/6/19 Options — — — — — — 18,116 $ 14.90 109,602 3/6/19 PSUs — — — 14,706 — — — — 219,119 3/6/19 RSUs — — — — — 7,353 — — 109,560 Ricardo M. Berckemeyer
5/21/19AIP(1)
1
1,040,000
2,080,000
—
—
—
—
—
—
—3/6/19 Options — — — — — — 80,515 $ 14.90 487,116 3/6/19 PSUs — — — 65,359 — — — — 973,849 3/6/19 RSUs — — — — — 32,680 — — 486,932 10/2/13 Perf Options(3) — — — 73,213 — — — $ 17.44 165,461 10/2/13 Time Options(3) — — — — — — 183,036 $ 17.44 413,661 6/14/17 Time Options(3) — — — — — — 38,625 $ 17.89 86,123 9/13/17 Time Options(3) — — — — — — 200,000 $ 18.36 268,000 3/7/18 Time Options(3) — — — — — — 22,163 $ 13.97 42,104 José Roberto Loureiro
5/21/19AIP(1)
1
459,719
919,438
—
—
—
—
—
—
—3/6/19 Options — — — — — — 16,767 $ 14.90 101,440 3/6/19 PSUs — — — 13,611 — — — — 202,804 3/6/19 RSUs — — — — — 6,805 — — 101,395 *Estimated Future Payouts
Under Non-Equity
Incentive
Plan AwardsEstimated Future
Payouts Under
Equity Incentive
Plan AwardsAll
Other
Stock
Awards:
Number
of
Shares
of Stock
or Units
(#)All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)Exercise
or Base
Price of
Option
Awards
($/
share)Grant
Date Fair
Value of
Stock
and
Options
Awards
($)(2)Name
Grant
DateAward
Type(1)Thresh-
old
($)Target
($)Max-
imum
($)Thresh-
old
($)Target
(#)Maxi-
mum
(#)Eilif Serck-Hanssen
AIP 0 1,105,000 2,210,000 — — — — — — — 2/18/2022 PSUs — — — 0 70,598 — — — — 850,000 2/18/2022 RSUs — — — — — — 141,198 — — 1,700,024 Richard M. Buskirk
AIP 0 400,026 800,052 — — — — — — — 2/18/2022 PSUs — — — 0 10,520 — — — — 126,661 2/18/2022 RSUs — — — — — — 21,042 — — 253,346 Marcelo Barbalho Cardoso
AIP 0 405,347 810,694 — — — — — — — 2/18/2022 PSUs — — — 0 13,930 — — — — 167,717 2/18/2022 RSUs — — — — — — 27,860 — — 335,434 Richard H. Sinkfield III
AIP 0 435,036 870,072 — — — — — — — 2/18/2022 PSUs — — — 0 8,721 — — — — 105,001 2/18/2022 RSUs — — — — — — 17,443 — — 210,014 Timothy P. Grace
2/18/2022 PSUs — — — 0 11,074 — — — — 133,331 2/18/2022 RSUs — — — — — — 22,150 — — 266,686 (1) AIP: Represents the threshold, target and maximum payout opportunities under the 2022 AIP. See “—Compensation Discussion and Analysis — Annual Incentive Plan” for more information regarding the 2022 AIP.
PSUs: Represents one-third of the annual grant of PSUs eligible to vest based upon achievement of the applicable Adjusted EBITDA Margin and Total Enrollment targets for 2022 and one-third of the annual grant of PSUs eligible to vest based upon achievement of the applicable Adjusted EBITDA Margin and Total Enrollment targets for 2023. The vesting of the final one-third of the annual grant of PSUs is time based and is included in column “All Other Stock Awards: Number of Shares of Stock or Units”.
RSUs: Represents the annual grant
date fair valueofawards,RSUs, which vest in three equal installments beginning on December 31, 2022, and one-third of the annual grant of PSUs, which isan estimated value computed in accordance with ASC 718, except as noted below. For a discussion of the assumptions related to the calculation of this value, refer to Note 14, Share-based Compensationtime based andEquity, in our consolidated financial statements included in our Annual Reportvests onForm 10-K for the year ended December 31, 2019.
(1)Represents the threshold, target and maximum payout opportunities under the 2019 AIP. See "—Compensation Discussion and Analysis—Long-Term Incentive Plan: Cash Incentive Opportunity" for more information regarding the 2019 AIP.(2)Mr. Charhon's August 1, 2019 grants of options, PSUs and RSUs have the same terms as the annual 2019 grants. See "—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table."(3)Under the terms of the Berckemeyer Separation Agreement, the exercise date for vested options was extended from 90 days post-termination to the earlier of the latest original expiration date of such option or JulyMarch 15,2021. The amount in the column Grant Date Fair Value of Stock and Option Awards represents the incremental fair value on the Modification Date, which is an estimated value computed in accordance with ASC 718. This incremental fair value is also reported in the Option Awards column of the Summary Compensation Table.
- 2025.
(2) Represents the grant date fair value of awards, which is an estimated value computed in accordance with ASC 718. For a discussion of the assumptions related to the calculation of this value, refer to Note 11, Share-based Compensation and Equity, in our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022.
Outstanding Equity Awards at Fiscal Year-End
The following table provides information
concerningregarding unexercised options and unvested PSUs and RSUsthat were granted toheld by our NEOsunder our 2013 Plan and have not vestedas ofthe end of 2019.December 31, 2022.For option awards, the table provides the number of shares underlying both exercisable and unexercisable options, the exercise price and the expiration date. For stock unit awards, the table provides the total number of unvested units and the aggregate market value of shares of stock issuable upon vesting of
these unvestedsuch units. We computed the market value of stock unit awards by multiplying the fair market value of ourClass Acommon stockaton December31, 201930, 2022 ($17.61)9.62), the last trading day of 2022, by the number of units.Stock options generally have a ten-year term and must have an exercise price of no less than fair market value on the date of grant, which is the closing price of our Class A common stock on the Nasdaq on the date of grant. The value of ourIn connection with equitable adjustments made to outstanding stock options as a result of special cash distributions paid by us toeach grantee is entirely dependent on stock price appreciation beyond the dateour stockholders in October and November 2022 ofgrant$0.83 per share andthe ability to sell the shares acquired upon exercise of options.OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-ENDOption Awards Stock Awards NameGrant
DateNumber of
Securities
Underlying
Unexercised
Options
(#)
Exercisable(1)Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable(2)Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)(3)Option
Exercise
Price
($)Option
Expiration
DateNumber of
Shares or
Units of
Stock
That
Have Not
Vested
(#)(4)Market
Value
of Shares
or Units of
Stock That
Have Not
Vested
($)(5)Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)(6)Equity
Incentive
Plan
Awards:
Market or
Payout Value
of Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)(5)Eilif Serck-Hanssen
10/02/2013 254,776 — — $ 17.44 10/02/2023 — — — — 06/14/2017 57,937 — — $ 17.89 06/14/2027 — — 20,833 $ 366,869 09/13/2017 145,773 — — $ 18.36 09/13/2020 — — — — 09/13/2017 145,773 — — $ 21.00 09/13/2021 — — — — 03/07/2018 56,516 28,258 $ 13.97 03/07/2028 15,590 $ 274,540 62,362 $ 1,098,195 03/06/2019 34,219 68,438 $ 14.90 03/06/2029 27,778 $ 489,171 83,333 $ 1,467,494 Jean-Jacques
Charhon01/02/2018 89,552 — — $ 14.72 01/02/2023 — — — — 01/02/2018 — — 11,333 $ 17.89 01/02/2028 — — 21,333 (3) $ 375,674 03/07/2018 13,298 6,649 — $ 13.97 03/07/2028 3,668 $ 64,593 14,673 $ 258,392 03/06/2019 12,078 24,154 — $ 14.90 03/06/2029 9,804 $ 172,648 29,412 $ 517,945 08/01/2019 8,431 16,864 — $ 16.40 08/01/2029 6,098 $ 107,386 18,293 $ 322,140 Timothy Grace
05/29/2018
8,592
4,295
—
$
15.55
05/29/2028
2,299
$
40,485
9,195
$
161,92405/29/2018 — — 7,120 $ 17.89 05/29/2028 — — 13,280 (3) $ 233,861 03/06/2019 5,368 10,735 — $ 14.90 03/06/2029 4,357 $ 76,727 13,072 $ 230,198 Victoria Silbey
09/07/2017
17,053
—
—
$
14.58
09/07/2027
—
—
6,058
$
106,68112/12/2017 — — 7,468 $ 17.89 12/12/2027 — — 15,360 (3) $ 270,490 05/23/2018 3,816 1,908 — $ 15.27 05/23/2028 1,053 $ 18,543 4,214 $ 74,209 03/06/2019 7,148 14,295 — $ 14.90 03/06/2029 5,802 $ 102,173 17,407 $ 306,537 Paula Singer
10/02/2013
256,249
—
—
$
17.44
10/02/2023
—
—
—
—03/07/2018 9,974 4,986 — $ 13.97 03/07/2028 2,751 $ 48,445 11,005 $ 193,798 03/06/2019 6,039 12,077 — $ 14.90 03/06/2029 4,902 $ 86,324 14,706 $ 258,973 Ricardo Berckemeyer(7)
10/02/2013 256,249 — — $ 17.44 07/15/2021 — — — — 06/14/2017 38,625 — — $ 17.89 07/15/2021 — — — — 09/13/2017 200,000 — — $ 18.36 09/13/2020 — — — — 03/07/2018 22,163 — — $ 13.97 07/15/2021 — — — — José Roberto Loureiro(8)
— — — — — — — — — — (1)Represents vested time- and performance-based options.(2)Represents unvested time-based options with vesting dates as follows: Mr. Serck-Hanssen—62,477 vest on December 31, 2020 and 34,219 vest on December 31, 2021; Mr. Charhon—27,158 vest on December 31, 2020 and 20,509 vest on December 31, 2021; Mr. Grace—9,663 vest on December 31, 2020 and 5,367 on December 31, 2021; Ms. Silbey—9,056 vest on December 31, 2020 and 7,147 vest on December 31, 2021; Ms. Singer—11,025 vest on December 31, 2020 and 6,038 vest on December 31, 2021; and Messrs. Berckemeyer and Loureiro—none.(3)Represents unvested special retention performance-based awards earned two-thirds upon achievement of 2019 performance goals. In March 2020, the Compensation Committee determined that the applicable 2019 performance goals had not been achieved. Accordingly, the portion of the awards linked to the 2019 performance goal was forfeited.(4)Represent unvested time-based RSUs with vesting dates as follows: Mr. Serck-Hanssen—29,479 vest on December 31, 2020 and 13,889 vest on December 31, 2021; Mr. Charhon—11,619 vest on
December 31, 2020 and 7,951 vest on December 31, 2021; Mr. Grace—4,478 vest on December 31, 2020 and 2,178 vest on December 31, 2021; Ms. Silbey—3,954 vest on December 31, 2020 and 2,901 vest on December 31, 2021; Ms. Singer—5,202 vest on December 31, 2020 and 2,451 vest on December 31, 2021; and Messrs. Berckemeyer and Loureiro—none.(5)Calculated based on the $17.61 closing price of our Class A common stock on December 31, 2019.(6)Represents unvested PSUs. The number of PSUs subject to annual performance targets is as follows: Mr. Serck-Hanssen—79,792 for 2019, 58,959 for 2020 and 27,777 for 2021; Mr. Charhon—44,571 for 2019, 23,238 for 2020 and 15,902 for 2021; Mr. Grace—22,236 for 2019, 8,954 for 2020 and 4,357 for 2021; Ms. Silbey—29,328 for 2019, 7,909 for 2020 and 5,802 for 2021; Ms. Singer—10,405 for 2019, 10,404 for 2020 and 4,902 for 2021; and Messrs. Berckemeyer and Loureiro—none.(7)As of December 31, 2019, Mr. Berckemeyer had no unvested equity awards outstanding due to his termination of employment on July 15, 2019. Pursuant to the terms of the Berckemeyer Separation Agreement,$0.68 per share, respectively, the exerciseperiod for vestedprices of stock optionswas extended from 90 days post-termination to the earlier of the latest original expiration date ofwere reduced by suchoption or July 15, 2021.(8)As of December 31, 2019, Mr. Loureiro had no equity awards outstanding due to his termination of employment on July 31, 2019.
2023 Proxy Statement 25
Option Awards Stock Awards Name
Grant
DateNumber of
Securities
Underlying
Unexercised
Options
(#)
Exercisable(1)
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)Option
Exercise
Price
($)Option
Expiration
Date
Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
(#)(2)Market
Value
of
Shares
or Units
of
Stock
That
Have Not
Vested
($)(3)Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
RightsThat
HaveNot
Vested(#)(4)
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Units or
Other
Rights
That
Have
Not
Vested
($)(3)Eilif Serck-Hanssen
6/14/17 57,937 — — 8.79 6/14/27 — — — — 3/07/18 84,774 — — 4.87 3/07/28 — — — — 3/06/19 102,657 — — 5.80 3/06/29 — — — — 3/10/20 — — — — — — — 24,567 236,335 4/02/21 — — — — — 60,890 585,762 30,444 292,871 2/18/22 — — — — — 105,899 1,018,748 70,598 679,153 Richard M. Buskirk
5/14/15 7,232 — — 8.34 5/14/25 — — — — 5/02/16 2,803 — — 8.34 5/02/26 — — — — 6/14/17 4,028 — — 8.79 6/14/27 — — — — 3/07/18 5,825 — — 4.87 3/07/28 — — — — 3/06/19 7,729 — — 5.80 3/06/29 — — — — 3/10/20 — — — — — — — 1,887 18,153 4/02/21 — — — — — 9,074 87,292 4,537 43,646 2/18/22 — — — — — 15,782 151,823 10,520 101,202 Marcelo Barbalho Cardoso
3/10/20 — — — — — — — 3,415 32,852 4/02/21 — — — — — 6,788 65,301 3,393 32,641 5/28/21 — — — — — 5,302 51,005 2,650 25,493 2/18/22 — — — — — 20,895 201,010 13,930 134,007 Richard H. Sinkfield III
10/02/13 12,692 — — 8.34 10/02/23 — — — — 3/04/15 1,293 — — 8.34 3/04/25 — — — — 5/02/16 520 — — 8.34 5/02/26 — — — — 6/14/17 1,457 — — 8.79 6/14/27 — — — — 3/07/18 4,523 — — 4.87 3/07/28 — — — — 3/06/19 5,642 — — 5.80 3/06/29 — — — — 3/10/20 — — — — — — — 1,158 14,603 9/11/20 — — — — — — — 728 7,003 4/02/21 — — — — — 7,522 72,362 3,761 36,181 2/18/22 — — — — — 13,083 125,858 8,721 83,896 Timothy P. Grace
— — — — — — — — — — (1) Represents vested time- and performance-based options. Stock options have not been granted since 2019.
(2) Represent unvested time-based RSUs and the unvested time-based portion of the 2021 and 2022 PSUs with vesting dates as follows:
12/31/23 3/15/24 12/31/24 3/15/25 Eilif Serck-Hanssen
65,744 30,445 35,300 35,300 Richard M. Buskirk
9,797 4,537 5,261 5,261 Marcelo Barbalho Cardoso
13,010 6,045 6,965 6,965 Richard H. Sinkfield III
8,122 3,761 4,361 4,361 26 Laureate Education, Inc.
(3) Calculated based on the $9.62 closing price of our common stock on December 30, 2022, the last trading day of 2022.
(4) Represents unvested PSUs subject to annual performance targets as follows:
2022 2023 Eilif Serck-Hanssen
90,310 35,299 Richard M. Buskirk
11,684 5,260 Marcelo Barbalho Cardoso
16,423 6,965 Richard H. Sinkfield III
10,367 4,361 Option Exercises and Stock Vested
During 2019The following table includes certain information with respect to stock options exercised during fiscal year
20192022 by NEOs and the vesting of RSUs and PSUs held by NEOs during2019.2022.OPTION EXERCISES AND STOCK VESTEDStock Awards Option Awards Number of
Shares
Acquired on
Vesting
(#)(2)Number of
Shares
Acquired on
Exercise (#)Value
Realized on
Exercise
($)(1)Value
Realized on
Vesting
($)(3)Eilif Serck-Hanssen
— — 91,911 1,467,470 Jean-Jacques Charhon
— — 18,955 310,420 Timothy Grace
— — 9,076 146,144 Victoria Silbey
— — 15,150 242,824 Paula Singer
— — 10,705 172,192 Ricardo Berckemeyer
— — 45,289 677,976 José Roberto Loureiro
5,211 7,973 6,553 98,099 (1)Calculated by multiplying the number of shares acquired on exercise times the difference between the fair market value on the exercise date and the exercise price of each option.(2)Represents PSUs vested on March 15, 2019, upon achievement of the applicable 2018 performance goals and, other than for Messrs. Berckemeyer and Loureiro, time-based RSUs vested on December 31, 2019.(3)Calculated by multiplying the number of shares by the closing price of our stock on the last trading day immediately prior to the vesting date.
Option Awards Stock Awards Executive
Number of
Shares
Acquired on
Exercise (#)Value
Realized on
Exercise
($)Number of
Shares
Acquired on
Vesting
(#)(1)(2)Value
Realized on
Vesting
($)(3)Eilif Serck-Hanssen
254,776 553,501 173,098 1,860,582 Richard M. Buskirk
— — 40,199 454,010 Marcelo Barbalho Cardoso
37,779 158,001 29,576 315,562 Richard H. Sinkfield III
— — 17,899 189,964 Timothy P. Grace
28,990 109,323 73,022 842,984 Of the eligible NEOs, only Ms. Singer elected to participate in the Post-2004 DCP in years prior to 2019. No contributions were made by Ms. Singer to the Post-2004 DCP in 2019. Mr. Loureiro was not eligible because the Post-2004 DCP is only available to participants based in the United States. The following table provides information about earnings, withdrawals/distributions and balances under the Post-2004 DCP in 2019:NONQUALIFIED DEFERRED COMPENSATIONExecutiveAggregate
earnings in
last FY
($)Aggregate
withdrawals/
distributions
($)Aggregate
balance at
last FYE
($)Eilif Serck-Hanssen
— — — Jean-Jacques Charhon
— — — Timothy Grace
— — — Victoria Silbey
— — — Paula Singer
166,227 71,119 1,354,972 Ricardo Berckemeyer
— — — José Roberto Loureiro
— — — (1) Represents PSUs that vested on March 15, 2022, upon certification of the achievement of the applicable 2021 performance goals and RSUs that vested on December 31, 2022.
The Post-2004 DCP provides eligible employees the opportunity to defer up to 85% of their base salaries and 100% of any bonus or annual cash and/or long-term incentive awards. Each participant allocates such deferred compensation to notional investments selected by the participant that are similar to investment alternatives available in our 401(k) Retirement Savings Plan. The deferred compensation will be paid out following termination of employment or on a selected payout schedule, either in a lump sum or in installments, at the election of the participant. The minimum annual deferral amount under the Post-2004 DCP is $5,000. Each year, we have the ability, but not the obligation, to make matching employer contributions to each participant's Post-2004 DCP account if the participant made salary reduction contributions to the 401(k) Retirement Savings Plan, received less than the full match under the 401(k) Retirement Savings Plan on the salary reduction contribution because of the limit in Section 401(a)(17) of the Internal Revenue Code on compensation and made at least a $5,000 minimum contribution to his or her 401(k) Retirement Savings Plan account. To date, we have not made any matching contributions to any participant Post-2004 DCP account, nor have we chosen to make any other discretionary employer contributions permitted to be made to participants pursuant to the Post-2004 DCP. All amounts deferred under the Post-2004 DCP are unfunded and unsecured obligations of Laureate, receive no preferential creditors' standing and are subject to the same risks as any of our other general obligations. Of our NEOs, only Ms. Singer participated in the Post-2004 DCP in years prior to 2019. No contributions were made by Ms. Singer to the Post-2004 DCP in 2019.(2) In connection with equitable adjustments made to outstanding equity awards as a result of special cash distributions and dividends paid by the Company to stockholders in 2021 and 2022, the following cash dividend equivalent payments were made with respect to PSUs that vested on March 15, 2022 and RSUs that vested on December 31, 2022: Mr. Serck-Hanssen–$1,182,261, Mr. Buskirk–$282,830, Mr. Cardoso–$196,416, and Mr. Sinkfield–$118,415. Mr. Grace received cash dividend equivalent payments of $302,067 made with respect to PSUs that vested on March 15, 2022 as well as the equity acceleration of unvested RSUs and PSUs upon Mr. Grace’s termination of employment on April 8, 2022.
(3) Calculated by multiplying the number of shares by the closing price of our stock on the last trading day immediately prior to the vesting date.
Potential Payments upon Termination or Change in Control
The narrative description
and tablebelowreflectreflects potential payments to each of our NEOs, other than Mr.Berckemeyer and Mr. Loureiro,Grace, assuming various termination of employment events, including on or following a change in control event, as of December 31,2019. For stock valuations, we have assumed that2022. In theprice per share is the closing pricecase ofour Class A common stock as of December 31, 2019, which was $17.61. The table below excludes any amounts payable to an NEO to the extent that these amounts are available generally to all salaried employees and do not discriminate in favor of our NEOs.Because theMr. Grace, because his employmentof Messrs. Berckemeyer and Loureiroterminated before December 31,2019,2022, we disclose below in this sectionwhat each of Mr. Berckemeyer and Mr. Loureiro actually received as aresult ofthe actual payments made in connection with the termination of his employment.See "—Separation Agreements" for more information. The Company also made certain changesSeverance Payments
As of December 31, 2022, Mr. Serck-Hanssen was entitled to
itsseverance payments under the ESH Amended Agreement during the ESH Protection Period, Messrs. Buskirk andequity termination payment practices for Fiscal YearCardoso were entitled to severance payments under the 2020that are not addressed below. See "—Compensation DiscussionLetter Agreements during the Strategic Review Protection Period (together with the ESH Protection Period, the “Protection Periods”), andAnalysis—Recent Developments" for more information.During 2019, the Executive Severance Plan covered all NEOs. If an NEO has an applicable employment agreement (or offer letter), the NEO will receive the greater of the benefits under such employment agreement and the benefits the NEO would receiveMr. Sinkfield was entitled to severance payments under the Executive Severance Plan.Messrs. Serck-HanssenIn accordance with the terms of the Cardoso Agreement, Mr. Cardoso will have any future severance payment reduced by the amount of the statutory severance he received due to the termination of his employment with our Brazil subsidiary upon the 2021 sale of our Brazil business. For more information on severance arrangements as of, andCharhon and Mses. Silbey and Singer all have offer letters or employment agreements that provide less generous total benefits than those provided under the Executive Severance Plan and as such the benefits described for them in this section are those under the Executive Severance Plan. See "—after, December 31, 2022, see “—Compensation Discussion and Analysis—Severance PayArrangements" for more information.Arrangements and Retention Bonus Agreements.”The Executive Severance Plan provides2023 Proxy Statement 27
For all NEOs, any severance
benefits in connection with a "qualifying termination," which is defined to mean a termination of employment: (i) prior to a "change in control," bypayments are conditioned upon theCompany other than for "cause;" and (ii) on or after a "change in control," by the Company other than for "cause" or by the executive officer for "good reason."All payments under the Executive Severance Plan or applicable offer letter described below require the NEO to executeNEOs executing a general release of claims in favor of the Company, which includes standard restrictive covenants, including a two-year covenant not to compete.Unless the "qualifying termination" occurs(other than in connection with a"changeChange incontrol,"Control or during the Protection Periods). The severance benefit for Mr. Serck-Hanssen underbothhis offer letter and the Executive Severance Plan is equal to one and a half times his (i) annual base salary at the annual rate in effect on the date of termination of employment plus (ii) annual target bonus. ForMessrs. Grace and Charhon and Mses. Silbey and Singer,the current NEOs other than Mr. Serck-Hanssen, the severance benefit multiple is one times the annual base salary plus the annual target bonus.Under their respective offer letters, Mr. Charhon and Ms. Silbey are eligible to receive a severance benefit multiple of two times their annual base salary, which, as of December 31, 2019, would be the same amount as one times their annual base salary plus annual target bonus.Mr. Serck-Hanssen would receive the severance payment in a lump-sum whereasMessrs. Charhon and Grace and Mses. Silbey and Singerthe other NEOs would receive the amount in equal installments over 12 months.TheEach NEO subject to a qualifying termination, and his or her eligible dependents, also would be entitled to coverage under theCompany'sCompany’s group medical benefit programs on the same terms as the Company provides to similarly situated executives for up to 18 months (in the case of Mr. Serck-Hanssen) or up to 12 months (in the case ofMessrs. Grace and Charhon and Mses. Silbey and Singer)all other NEOs) following a qualifying termination. In addition,theeach NEO would be entitled to receive outplacement assistance for nine months.Involuntary Termination Without Cause or Resignation for Good Reason on or following a Change in Control
or during the Protection Periods. NEOs are not entitled to cash severance benefits
onsolely upon a"change“change in control."” However, the cash payments due on an involuntary termination by the Company without"cause"“cause” or by the NEO for"good reason"“good reason” are increased if the termination occurs in connection with a"change“change in control."” If the"qualifying termination"“qualifying termination” occurs during the 12-month period on or following a"change“change in control,"” the severance benefit for Mr. Serck-Hanssen is a lump sum equal to two times his annual base salary and annual target bonus. ForMessrs. Charhon and Grace and Mses. Silbey and Singer,all other NEOs, the multiple is one and a half times the relevant amount. In addition, the NEO will be entitled to receivea pro-rated lump suman amount equal to the NEO’s annual target bonusTablefor the year during which the termination ofContentspaymentNEO was effective, prorated based on theactual performance undernumber of days theterms of the AIP.NEO was employed during that year. All of the NEOs alsoarewould be entitled to coverage under theCompany'sCompany’s group medical benefit programs on the same terms the Company provides to similarly situated executives for up to 18 months following a qualifying termination.Under the terms of the ESH Amended Agreement with respect to Mr. Serck-Hanssen and the terms of the 2020 Letter Agreements with respect to Messrs. Buskirk and Cardoso, in the event that during the applicable Protection Period such NEO is involuntarily terminated by the Company without “cause” or the NEO resigns for “good reason”, the NEO will be entitled to the same severance payments that the NEO would have received under the Executive Severance Plan if the Company were to terminate the NEO’s employment other than for cause or the NEO resigned for good reason following a change of control.
For each of our NEOs,
"good reason"“good reason” generally means the occurrence of any of the following without theNEO'sNEO’s consent: (i) a material diminution in base salary; (ii) a substantial diminution in authority, duties and responsibilities; or (iii) a relocation by more than 50 miles from theNEO'sNEO’s principal location in which the NEO is required to perform services; provided, however, that in any event, such event is not cured within the applicable notice period. For Mr. Serck-Hanssen, the definition of “modified good reason” in the ESH Amended Agreement was updated to remove the Change in Duties Trigger.For each of our NEOs,
"cause"“cause” generally means (i) gross negligence or willful malfeasance in connection with the performance of his or her duties; (ii) conviction of, or pleading guilty or nolo contendere to, any felony; (iii) theft, embezzlement, fraud or other similar conduct by the executive in connection with the performance of his or her duties; or (iv) a willful and material breach of any other applicable agreements including, without limitation, engaging in any action in breach of any applicable restrictive covenants.Under the Executive Severance Plan, the NEOs are not entitled to any severance benefits upon a voluntary termination unless the voluntary termination is in connection with a
"change“change incontrol"control” and is for"good“good reason."”If any payments or benefits provided to an NEO pursuant to the Executive Severance Plan would trigger the payment of the excise tax imposed by Section 4999 of the Internal Revenue Code or any similar tax imposed by state or local law, then the NEO will receive (i) the full payment or (ii) a payment reduced to the minimum amount necessary to avoid any such excise tax, whichever amount is greater on a post-tax basis. In no event is the Company responsible to gross-up or indemnify any NEO for excise taxes paid or reductions to payments and benefits received to avoid such excise taxes.
Equity Treatment
Under the equity awards granted to NEOs,
under the 2013 Plan,the following treatment is generally provided for in the applicable award agreements:
Payments upon Termination Due to Death orDisability.Disability. In the event of a termination due to death or disability of an NEO, all unvested RSUs, PSUs or options will be forfeited, except that: (i) any such unvested RSUs or time options that would have vested on the next applicable vesting date subsequent to the death or disability will become vested; and (ii) any unvested performance options or PSUs that would, but for the termination of employment due to death or disability, have vested had the applicable performance goal for the calendar year during which the death or disability occurred been achieved will remain outstanding until the Compensation Committee determines whether the applicable performance goal has been achieved and will become vested if and when the Compensation Committee determines that the applicable performance goal has been achieved or will terminate on the date the Compensation Committee determines that the applicable performance goal has not been achieved, and the balance of the unvested portion of the performance option or PSU will be forfeited. In the event of a termination due to death or disability, vested options may (by theNEO'sNEO’s beneficiary in the case of death) be exercised only for a period of two years from the termination due to death or disability of the NEO.Certain PSU award agreements applicable to the NEOs do not provide the extended vesting period noted above and are noted in the footnotes to the table below.
Involuntary Termination Without Cause and VoluntaryResignation.Resignation (other than during the Protection Periods). If anNEO'sNEO’s employment is terminated by us without cause, or if he or she resigns for any reason, then all unvested RSUs, PSUs and options will be forfeited, except that if anNEO'sNEO’s qualifying termination occurs subsequent to the end of the fiscal year but prior to the CompensationCommittee'sCommittee’s determination regarding whether any annual performance goal has been achieved, any portion of the PSUs which would have been eligible, but for the termination, to vest will remain outstanding until the Compensation Committee determines whether the applicable performance goal has been achieved and will become vested if and when the Compensation Committee determines that the applicable performance goal has been achieved or will terminate on the date on which the Compensation Committee determines that the applicable performance goal has not been achieved, and the balance of the unvested portion of the PSUs will be forfeited. All vested but unexercised options held at the time of termination will be exercisable for a period of 90 days post termination.Certain PSU award agreements applicable toInvoluntary Termination without Cause and Voluntary Resignation for “Good Reason” during theNEOs doProtection Periods. Under the terms of the ESH Amended Agreement and the 2020 Letter Agreements, if, during the Protection Periods an NEO’s employment is terminated by us without cause, or if he or she resigns for good reason, then all unvested RSUs, PSUs and options that have notprovide the extended vesting period noted abovebeen previously forfeited will be accelerated.Forfeiture upon Voluntary Resignation and
are noted in the footnotes to the table below.Payments uponTermination forCause.Cause. If an NEO resigns or is terminated by the Company for cause, he or she will forfeit all unvested and vested equity grants (options to the extent unexercised) at the time of termination.Exercisability Provisions.For certain options grantedThe table below reflects potential payments toMessrs. Serck-Hanssen and Berckemeyer and Ms. Singer on October 2, 2013, vested stock options will remain exercisable for a period equal to the shorter of: (i) two years posteach of our NEOs, other than Mr. Grace, assuming various termination of employmentand (ii) the remaining term of the original option grant for such NEO, who (a) has a minimum of five continuous years of service with us and (b) provides at least six months' prior written notice of his or her resignation. For certain options granted to Messrs. Serck-Hanssen and Berckemeyer on September 13, 2017, vested stock options will remain exercisable for a period equal to the remaining term of the original stock option grant for such NEO who (a) has a combined age and years of service equal to at least 70, including a minimum of five continuous years of service with us and (b) provides at least 12 months' prior written notice of his retirement. For certain options granted annually to participants, including any NEO, vested stock options will remain exercisable for a period equal to the shorter of: (i) five years post termination of employment and (ii) the remaining term of the original option grant for any participant who (a) has a combined age and years of service equal to at least 70, including a minimum of five continuous years of service with us and (b) for any annual grants issued during or prior to 2018, provides at least 12 months' prior written notice of his or her retirement.If an NEO ceases to be an eligible individual under the 2013 Plan on or within 18 months after a change in control as a result of an involuntary termination without cause or his or her resignation with good reason, to the extent not already vested or previously forfeited, any outstanding options, RSUs, and PSUs will become vested and, with respect to options, exercisable immediately prior to the effective date of the qualifying termination.POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROLNameBenefit Without
Cause/Good
Reason
TerminationTermination
due to
Death or
DisabilityChange in
Control plus
Qualifying
TerminationEilif Serck-Hanssen
Cash Severance $ 2,932,500 (1) — $ 3,910,000 (2) Benefits(3) $ 65,039 — $ 65,039 Acceleration of options(4) — — $ 288,326 Acceleration of RSU vesting(5) — — $ 763,711 Acceleration of PSU vesting(6) — $ 1,405,137 $ 2,932,558 Total $ 2,997,539 $ 1,405,137 $ 7,959,634 Jean-Jacques Charhon
Cash Severance
$
1,200,000
(7)
—
$
1,800,000
(8)Benefits(3) $ 34,127 — $ 38,691 Acceleration of options(4) — — $ 110,065 Acceleration of RSU vesting(5) — — $ 344,628 Acceleration of PSU vesting(6) — $ 409,221 $ 1,474,151 Total $ 1,234,127 $ 409,221 $ 3,767,535 Timothy Grace
Cash Severance
$
900,000
(7)
—
$
1,350,000
(8)Benefits(3) $ 45,414 — $ 55,622 Acceleration of options(4) — — $ 37,940 Acceleration of RSU vesting(5) — — $ 117,212 Acceleration of PSU vesting(6) — $ 157,715 $ 625,983 Total $ 945,414 $ 157,715 $ 2,186,757 Victoria Silbey
Cash Severance
$
1,065,300
(7)
—
$
1,597,950
(8)Benefits(3) $ 51,373 — $ 64,560 Acceleration of options(4) — — $ 43,204 Acceleration of RSU vesting(5) — — $ 120,717 Acceleration of PSU vesting(6) — $ 245,976 $ 757,917 Total $ 1,116,673 $ 245,976 $ 2,584,348 Paula Singer
Cash Severance
$
918,000
(7)
—
$
1,377,000
(9)Benefits(3) $ 45,356 — $ 55,534 Acceleration of options(4) — — $ 50,878 Acceleration of RSU vesting(5) — — $ 134,769 Acceleration of PSU vesting(6) — $ 183,232 $ 452,771 Total $ 963,356 $ 183,232 $ 2,070,952 (1)Represents a lump sum severance payment equal to 18 months' base salary and 150% of Mr. Serck-Hanssen's target cash incentive awardevents as of December 31,2019.(2)Represents a lump sum severance payment equal to 24 months' base salary and 200% of Mr. Serck-Hanssen's target cash incentive award as of December 31, 2019.(3)Includes2022. For stock valuations, we have assumed that thecost of group medical insurance coverage to the NEO to the same extent as the Company pays for such coverage for similarly situated executives. Also includes estimated cost of outplacement services for nine months.(4)Reflects only the intrinsic value associated with the accelerating "in the money" stock options, whichprice per share isthe difference betweenthe closing price of ourClass Acommonshares on December 31, 2019, which was $17.61, and the exercise price for eachstockoption.(5)Amounts assume the individual's awards of RSUs were assumed in the change in control transaction and were accelerated in connection with the NEO's termination without "cause" or
resignation for "good reason"as of December31, 2019.30, 2022, the last trading day of 2022, which was $9.62. Theterms oftable below excludes any amounts payable to an NEO to theRSUs provideextent thatany unvested RSUs that would, but for the termination duethese amounts are available generally todeath or disability, have vested on the next scheduled vesting date would vest as of the termination date. Because the information in this table assumes such termination due to death or disability occurred as of December 31, 2019, there is no such acceleration of RSUs.(6)Amounts assume the individual's awards of PSUs were assumed in the change in control transactionall salaried employees andwere accelerated in connection with the NEO's termination without "cause" or resignation for "good reason" as of December 31, 2019. For the "without cause/good reason" column, assumes PSUs were outstanding on December 31, 2019 and subject to 2019 performance goals were accelerated, except for certain PSUs granted to Messrs. Charhon and Grace and Ms. Silbey whichdo notprovide such treatment. The termsdiscriminate in favor ofthe annual grant PSUs provide that any unvested PSUs that would, but for the termination due to deathour NEOs.2023 Proxy Statement 29
Potential Payments Upon Termination or
disability, have vested had the applicable performance goal for the calendar year during which the death or disability occurred been achieved will remain outstanding until the Compensation Committee determines whether the performance goal for such year has been achieved. Therefore, the amount represents the aggregate fair market value of unvested PSUs outstanding under annual equity grant awards on December 31, 2019 that are subject to 2019 performance goals, except for certain PSUs granted to Messrs. Charhon and Grace and Ms. Silbey which do not provide such treatment.(7)Represents paymentsChange inthe form of salary continuation equal to one year's base salary plus 100% of target AIP as of December 31, 2019, to be paid in equal installments over a 12-month period following the date of termination according to the Company's regular payroll schedule.(8)Represents a lump sum severance payment equal to one and a half times the NEO's base salary and one and half times the NEO's target AIP as of December 31, 2019.(9)Represents a lump sum payment equal to one and half year's base salary plus 150% of target AIP as of December 31, 2019. The value of Ms. Singer's pro-rata LTIP payment was $0 as of December 31, 2019 and so is not reflected in the total.Name
Benefit Without Cause/
Good Reason
TerminationDuring Protection
PeriodsTermination
due to
Death or
DisabilityTermination
due to
Change in
Control
plus
Qualifying
TerminationEilif Serck-Hanssen
Cash Severance(1) $ 3,910,000 — $ 3,910,000 Benefits(2) $ 82,051 — $ 82,051 Acceleration of Equity Awards(3) $ 2,812,869 $ 868,782 $ 2,812,869 Total $ 6,804,920 $ 868,782 $ 6,804,920 Richard M. Buskirk
Cash Severance(4) $ 1,200,078 — $ 1,200,078 Benefits(2) $ 25,000 — $ 25,000 Acceleration of Equity Awards(3) $ 402,166 $ 112,400 $ 402,166 Total $ 1,627,194 $ 112,400 $ 1,627,194 Marcelo Barbalho Cardoso
Cash Severance(4)(5) $ 761,400 — $ 761,400 Benefits(2) $ 25,000 — $ 25,000 Acceleration of Equity Awards(3) $ 542,309 $ 157,989 $ 542,309 Total $ 1,328,709 $ 157,989 $ 1,328,709 Richard H. Sinkfield III
Cash Severance $ 870,072 (6) — $ 1,305,108 (5) Benefits(2) $ 63,034 — $ 82,051 Acceleration of Equity Awards(3) $ 339,903 $ 99,731 $ 339,903 Total $ 1,273,009 $ 99,731 $ 1,727,062 On June 10, 2019, Laureate disclosed that Mr. Berckemeyer would be leaving the Company. Mr. Berckemeyer separated under the terms of the Berckemeyer Separation Agreement.(1) Represents a lump sum severance payment equal to two times the NEO’s base salary and target annual bonus. Because the information in this table assumes a termination occurred as of December 31, 2022, excludes the amount of the NEO’s Prorated Annual Target Bonus given that as of such date the NEO would be entitled to the actual earned annual bonus for 2022.
(2) Includes the estimated cost of outplacement services for nine months and, for Messrs. Serck-Hanssen and Sinkfield, also includes the cost of group medical insurance coverage.
(3) For termination due to death or disability, amount represents the aggregate fair market value of unvested PSUs outstanding on December 31, 2022 that are subject to 2022 performance goals; there is no acceleration of RSUs as a result of the assumed December 31, 2022 termination date. Additionally, for termination due to death or disability, cash dividend equivalent rights, resulting from equitable adjustments made to outstanding equity awards when special cash distributions and dividends were paid by the Company to stockholders in 2021 and 2022 (“DERs”), become due and payable to each NEO upon such vesting in the following amounts: Mr. Serck-Hanssen—$553,902, Mr. Buskirk—$66,401, Mr. Cardoso—$96,585, and Mr. Sinkfield—$ 61,247.
For termination due to change in control plus qualifying termination, amounts assume that the NEO’s PSU and RSU awards were assumed in the change in control transaction and were accelerated in connection with the NEO’s termination without “cause” or resignation for “good reason.” Additionally, for without cause/good reason termination during Protection Periods and for termination due to change in control plus qualifying termination, cash DERs become due and payable to each NEO upon acceleration of unvested equity awards in the following amounts: Mr. Serck-Hanssen—$1,321,210, Mr. Buskirk—$180,748, Mr. Cardoso—$248,673, and Mr. Sinkfield—$156,038.
(4) Represents a lump sum severance payment equal to one and a half times the NEO’s base salary and target annual bonus. Because the information in this table assumes a termination occurred as of December 31, 2022, excludes the amount of the NEO’s annual target bonus, prorated for the number of days he was employed in the year, given that as of such date the NEO would be entitled the actual earned annual bonus for 2022.
(5) Pursuant to the Cardoso Agreement, Mr. Cardoso’s severance payment was reduced by the amount of the statutory severance he received due to the termination of his employment with our Brazil subsidiary in May 2021.
(6) Represents a severance payment equal to one times the NEO’s base salary and target annual bonus, to be paid in equal installments over a 12-month period following the date of termination according to the Company’s regular payroll schedule. Because the information in this table assumes a termination occurred as of December 31, 2022, excludes the amount of the NEO’s Prorated Annual Target Bonus given that as of such date the NEO would be entitled to the actual earned annual bonus for 2022.
In connection with Mr.
Berckemeyer's departure, Laureate agreed to provide him 1.5 times his then current base salary and target annual bonus asGrace’s termination of employment on April 8, 2022, Mr. Grace received severance("Cash Severance"), payable in equal installments over 18 months, as well as subsidized COBRAbenefitsif he so elects, for those 18 months. He also received a pro-rated bonus for the 2019 calendar year based on the assumptions that his individual performance multiplier would be 100% and the corporate performance multipliers will be the same multipliers as used for Laureate's most senior executives for payment of 2019 bonuses under the 2019 AIP. All of these payments were subject to Mr. Berckemeyer's execution of a general release and continued compliance with certain restrictive covenants, including non-competition. Under the terms of the Berckemeyer Separation Agreement, all unvested stock options, PSUs and RSUs as of July 15, 2019 held by Mr. Berckemeyer were forfeited without any payment therefor and to the extent that any equity awards granted to Mr. Berckemeyer consisted of options, the exercise period for each option was extended to the earlier of the latest original expiration date of such option or July 15, 2021.Subject to his compliance with the restrictive covenants and other obligationsin theBerckemeyer Separation Agreement, Mr. Berckemeyer will receive Cash Severanceamount of$2,760,000, health insurance benefits of $42,297, accrued vacation of $17,757, and a payment in respect of a pro-rated 2019 annual bonus of $866,901.On June 10, 2019, Laureate disclosed that Mr. Loureiro would be retiring. Laureate entered into a Separation Agreement with him and, on July 31, 2019, Mr. Loureiro separated$1,509,896 under the terms of hisSeparation2020 Letter Agreement(the "Loureiro Separation Agreement"). In connection with Mr. Loureiro's departure, Laureate agreed to provide him one times his then current base salaryas follows: cash payments of severance—$1,350,000, pro-rated 2022 annual bonus—$107,400 andtarget annual bonus as payable in equal installments over 12 months ("Voluntary Severance"). He also received a statutory severanceaccrued vacation—$11,223; and company paid health insurance benefits—$17,278 and outplacement services—$23,995. Additionally, in accordance withapplicable law and a pro-rated bonus for the 2019 calendar year based on the calculated "at target" amount as set forth in the 2019 Annual Incentive Plan. All of the equity awards granted to Mr. Loureiro continue to be governed by the applicable terms. Effective as of July 31, 2019, all unvested stock options, PSUs and RSUs held by Mr. Loureiro were forfeited without any payment therefor. To the extent that any equity awards granted to Mr. Loureiro consisted of options, Mr. Loureiro had 90 days after his separation date to exercise such options, otherwise the unexercised vested stock options will be forfeited without any payment therefor. See "—Option Exercises and Stock Vested during 2019" for more information regarding options exercised by Mr. Loureiro.Subject to his compliance with the restrictive covenants and other obligations in the Loureiro Separation Agreement, Mr. Loureiro will receive Voluntary Severance of $405,183, statutory severance of $507,147, a payment in respect of a pro-rated 2019 AIP of $259,895, accrued vacation of $108,399 and health and life insurance benefits of $37,227.See "—Summary Compensation Table" for more information about the payments underthe terms of Mr. Grace’s 2020 Letter Agreement, Mr. Grace’s unvested equity awards as of his termination date were accelerated, which had a fair market value of $695,817, and Mr. Grace received theBerckemeyer Separation Agreement and the Loureiro Separation Agreement.applicable cash DER payment of $203,504.30 Laureate Education, Inc.
CEO Pay Ratio
Presented belowAs required by SEC rules, the following information is being presented about the ratio of compensation provided to Mr. Serck-Hanssen, our President and CEO, to the annual total compensation of our median compensated employee. For 2022, the median compensated employee’s annual total compensation was $6,601; the annual total compensation of our CEO was $4,976,832; and, based on this information, the ratio of the annual total compensation of our CEO to theannual compensation ofmedian compensated employee is estimated to be 754 to 1.To identify our
median employee. The ratio presented below is a reasonable estimate calculated in a manner consistent with SEC rules.median-paid employee from our total global workforce, we used the following methodology, material assumptions, adjustments and estimates:In identifying the median employee, we calculated theWe used annual target total cash compensation,
of each employee globally (excluding our CEO) for the 12-month period that ended on December 31, 2019. Annual target total cash compensation for these purposes includedwhich includes base salary, including any additional allowances based on regional practice, and bonus target amount,(i.e. base/base including allowances multiplied by target bonus percent). This was calculated using internal Human Resources system records and supplemental allowance data. We did not apply any cost-of-living adjustmentsaspart of the calculation.As of December 31, 2019, including discontinued operations, we had approximately 51,000 employees, of which approximately 6,000 were full-time academic teaching staff and 18,000 were part-time academic teaching staff. The employee population used for the median calculation was comprised of approximately 40% part-time employees, of which approximately 90% are part-time faculty who work within the institutions across the Laureate network. We selected the median employee based on 51,209 full-time, part-time, temporary, and expatriate workers who were employed as of December 31, 2019. This population excludes student employees, interns, and summer/seasonal employees, who were omitted pursuant to thede minimisexemption provided under SEC rules. The employees who were excluded were from Australia, Brazil, Chile, Honduras, Malaysia, New Zealand and the United States. We also did not include external contractors, fixed-term contractors or independent consultants inourdetermination. The total employee population excluded from the calculation was less than 5% of our full employee population as of December 31, 2019.consistently applied compensation measure.• We determined our median employee as of December 26, 2022. As of such date, our total global workforce was approximately 26,450 employees, comprised of 45 U.S. employees and 26,405 non-U.S. employees.
• We selected the median compensated employee based on full-time and part-time employees, including adjunct faculty along with temporary, expatriate, student and paid intern workers who were employed as of December 26, 2022. We excluded any person in our payroll systems who received no compensation for services rendered in 2022. In addition, we did not include external contractors, fixed-term contractors or independent consultants in our determination, nor did we apply any cost-of-living adjustments as part of the calculation.
For employees who were hired in
20192022 but did not work the complete year, we annualized their target total cash compensation, but did not make any full-time equivalent adjustments.We employ people aroundThe SEC’s rules for identifying the
world,methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As asignificant portionresult, the pay ratio reported by other companies may not be comparable to the pay ratio reported above. In particular, almost all of our workforce is located outside the U.S.Theand often paid lower rates of compensation compared to our U.S. employees. For example, the employee population used fortheour median compensated employee calculation for 2022 was comprised of approximately10% employees based in the U.S. and approximately 90%99.8% of employees based outside the U.S.The 2019 annual total compensationFurther, approximately 47% of ourCEOemployee population as of year-end 2022 consisted of adjunct faculty, who are paid only for the assignments accepted during the academic year. These factors have a negative impact of lowering the median andmedian employeethereby increasing the ratio.2023 Proxy Statement 31
Pay Versus PerformanceAs required by Section 953(a) of the Dodd-FrankWallStreet Reform andConsumerProtection Act, and Item 402(v) of RegulationS-K,we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of the Company. “Compensation actually paid” isprovided below:•Chief Executive Officer: $5,035,173•Median Employee: $9,898•Ratio: 509:1
Year(1)Summary
Compensation
Table Total for
PEO($)(2)
Compensation
Actually Paid
to PEO($)(3)
Average
Summary
Compensation
Table Total forNon-PEO
NEOs($)(2)
Average
Compensation
Actually Paid
toNon-PEO
NEOs($)(3)
Value of Initial Fixed $100
Investment Based On:(4)
Net Income
(millions)($)(6)Adjusted
EBITDA
Margin
(%)(7)Total
Shareholder
Return($)Peer Group Total
Shareholder
Return($)(5)20224,976,832 3,994,970 1,703,975 1,582,065 111.41 57.27 69.0 27.3 20217,318,937 6,650,959 1,793,888 1,444,527 123.61 54.06 203.8 23.3 20205,316,862 4,246,567 1,621,301 1,290,355 82.68 72.18 (618.7) 20.1 (1) The Principal Executive Officer (“PEO”) in all years presented was Eilif Serck-Hanssen. In 2022, thenon-PEONEOs were Richard Buskirk, Marcelo Barbalho Cardoso, Richard Sinkfield and Timothy Grace. In 2021, thenon-PEONEOs were Richard Buskirk, Marcelo Barbalho Cardoso, Timothy Grace, Richard Sinkfield and Jean-Jacques Charhon. In 2020, thenon-PEONEOs were Jean-Jacques Charhon, Timothy Grace, Richard Sinkfield and Paula Singer.(2) Amounts reported in these columns represent, for the applicable year, (i) the total compensation reported in the Summary Compensation Table for the PEO and (ii) the average of the total compensation reported in the Summary Compensation Table for thenon-PEONEOs.(3) The reconciliation below sets forth adjustments made to the total compensation reported in SummaryCompensation Table for the PEO and the average total compensation reported in Summary Compensation Table for thenon-PEONEOs to arrive at “compensation actually paid,” as determined in accordance with SEC rules and computed in accordance with the fair value methodology reflected in our financial statements for share-based compensation. NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below. Additionally, the value of dividends or other earnings paid on equity awards are not included as such amounts are reflected in the fair value of awards and are only paid upon vesting.YearNEOsSummary
Compensa-tion Table
Total ($)Fair Value
of Stock
Awards as
Reported
in SCT ($)Year-End
Fair Value
of Awards
Granted in
Current
Year that
Remain
Outstanding
and
Unvested as
of Year End
($)Change in
Fair Value
of Awards
Granted in
Prior Years
that Remain
Outstanding
and
Unvested as
of Year End
($)Fair
Value
of
Awards
Granted
and
Vested
in the
Year ($)Change
in Fair
Value of
Awards
Granted
in Prior
Years
that
Vested
in the
Year ($)Fair Value
at Year
End of
Awards
Granted in
Prior
Years that
Failed to
Meet
Vesting
Conditions
in the Year
($)CompensationActuallyPaid ($)2022PEONon-PEO NEOs4,976,832 1,703,975(2,550,024 (399,548) )1,697,901 199,449(303,661 (33,127) )339,576 134,991(165,654 (23,675) )— —3,994,970 1,582,0652021PEONon-PEONEOs7,318,937 1,793,888(2,550,017 (322,321) )1,863,197 233,999(235,429 (30,566) )368,677 46,299(114,406 (10,141) )— (266,631)6,650,959 1,444,5272020PEONon-PEONEOs5,316,862 1,621,301(2,550,020 (643,640) )1,788,463 454,491(306,222 (63,284) )362,103 92,015(364,619 (53,121) )— (117,407)4,246,567 1,290,355(4) Represents the value of a hypothetical $100 investment beginning at market close on December 31, 2019, assuming reinvestment of dividends. (5) The peer group used for this purpose, as used in our performance graph pursuant to Item 201(e) of RegulationS-Kcontained in our Annual Report on Form10-K,consists of Adtalem Global Education, Inc. (ATGE), Anima Holdings S.A. (ANIM3), Cogna Educação S.A. (COGN3), Grand Canyon Education, Inc. (LOPE), Strategic Education, Inc. (STRA) and YDUQS Participacoes S.A. (YDUQ3).(6) Reflects the dollar amount of net income reported in our audited financial statements for the applicable year. (7) Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue. Adjusted EBITDA, anon-GAAPfinancial measure, is defined as income (loss) from continuing operations, before equity in net (income) loss of affiliates, net of tax, income tax expense (benefit), (gain) loss on sale or disposal of subsidiaries, net, foreign currency exchange (gain) loss, net, other (income) expense, net, loss (gain) on derivatives, loss on debt extinguishment, interest expense and interest income, plus depreciation and amortization, share-based compensation expense, loss on impairment of assets and expenses related to ourenterprise wide initiative, completed as of December 31, 2021 except for certain expenses related to run out of programs that began in prior periods.Excellence-in-Process32Laureate Education, Inc.Below are graphs showing the relationship between compensation actually paid (“CAP”) to our PEO and the average of the compensation actually paid tonon-PEONEOs in 2020, 2021 and 2022 and (1) total shareholder return (“TSR”) of the Company, (2) our net income and (3) our Adjusted EBITDA margin. In addition, the first graph below compares our TSR and peer group TSR for the indicatedyears.
2023 Proxy Statement33Thefollowing financial andnon-financialperformance measures represent the most important performance measures used to link CAP to our NEOs for 2022 and company performance. The measures in this list are not ranked.Adjusted EBITDA MarginAdjusted Financing EBITDARevenueUnlevered Free Cash FlowNew EnrollmentTotal EnrollmentPlease see “Executive Compensation – Compensation Discussion and Analysis” for more information on these measures and how they are taken into account in determining compensation for each of our NEOs.Director CompensationAnnual CompensationThe Compensation Committee conducts an annual review and assessment of all compensation, including cash and equity-based compensation, paid by the Company to ournon-employeedirectors. In connection therewith, the Compensation Committee may consult with its independent compensation consultant regarding the amount and type of compensation to be paid and consider comparative data deemed appropriate by the independent compensation consultant. In 2022, in light of the Company’s size and profile post-Strategic Review and based on a market review provided by the Compensation Committee’s independent compensation consultant, an updated director compensation program was approved, effective July 1, 2022 for existing directors and immediately upon election of new directors.independent directors and our non-employee, Wengen-designatedThe following table describes the components of thenon-employeedirectors’ compensation fordirectors'2019:2022:January – June 2022July – December 2022(1)FeesAmountForm of Payment(2)AmountForm of Payment(2)Annual Board Retainer$ 225,000 • $112,500 in cash / $112,500 in RSUs$ 200,000 • $75,000 cash / $125,000 RSUsAnnual Independent Chairman Retainer(3) $ 175,000 • $100,000 in cash / $75,000 in RSUs$ 125,000 • $75,000 in cash / $50,000 in RSUsCommittee Retainers• 100% in cash• 100% in cashAudit and Risk CommitteeMember$ 15,000 $ 15,000 Chair$ 25,000 $ 25,000 Compensation CommitteeMember$ 10,000 $ 10,000 Chair$ 15,000 $ 15,000 Nominating & Corporate Governance CommitteeMember$ 7,500 $ 7,500 Chair$ 15,000 $ 15,000 Committee on EducationMember$ 10,000 $ 10,000 Chair$ 50,000 $ 15,000 FeesAmount Form of Payment(1) Annual Board Retainer
Independent Directors(2)
$ 225,000 •
50% in cash and 50% in RSUs
Wengen-Designated Directors(3)
$ 50,000 •
100% in cash or RSUs, at the recipient's election
Committee Retainers
•
100% in cash
Audit Committee
Member
$ 15,000 Chair
$ 25,000 Compensation Committee
Member
$ 10,000 Chair
$ 20,000 Nominating & Corporate Governance Committee
Member
$ 7,500 Chair
$ 15,000 Committee on Education
Member
$ 10,000 Chair
$ 50,000 Annual Chairman Retainer
$
175,000
(4)•
$100,000 in cash and $75,000 in RSUs
(1) For Ms. Mair, the new director compensation program was effective upon her election to the Board at the May 25, 2022 annual meeting.(2) Cash payments made in equal installments quarterly in arrears. RSUs vest quarterly in arrears, with the number of RSUs based on the fair market value of our common stock on the grant date.(3) The Annual Independent Chairman Retainer is in addition to the Annual Board Retainer.34Laureate Education, Inc.(1)Cash payments made in equal installments quarterly in arrears. RSUs vest quarterly in arrears and are convertible into shares of our Class A common stock, with the number of RSUs based on the fair market value of our Class A common stock on the grant date.(2)Our 2019 non-employee, independent directors were: Dr. Rodin and Messrs. Durham, Freeman, and Muñoz.(3)Our 2019 non-employee, Wengen-designated directors were: Messrs. Carroll, Cohen, Cornog, del Corro, Snow, and Taslitz. In September 2019, Wengen and its investors collectively ceased to own at least 40% of the common equity of Laureate. Consequently, Wengen's proportional right under the Wengen Securityholders Agreement to designate certain directors to serve on our Board of Directors terminated. Wengen's director designees—Messrs. Carroll, del Corro and Snow—were not required to offer their resignations, and each continued to serve on our Board of Directors.(4)Mr. Freeman became the Chairman of our Board of Directors effective January 1, 2019. From January 1, 2019 through June 30, 2019, the Annual Chairman Retainer was set at $125,000, composed of $75,000 in cash and $50,000 in RSUs. Effective as of July 1, 2019, the Annual Chairman Retainer was increased to $175,000, composed of $100,000 in cash and $75,000 in RSUs. Mr. Freeman received a pro-rated portion of the increase for 2019. See "—2019 Director Compensation."
We reimburse our non-employee directors for all reasonable out-of-pocket expenses incurred in connection with attending any Board of Director or Committee meeting and approved continuing education programs and activities.Each director who is subject to U.S. federal income taxes and is not contractually obligated to remit his or her director compensation to the Wengen investor on whose behalf he or she serves (if applicable) is eligible to participate in the Post-2004 DCP and defer receipt of his or her annual compensation in accordance with the terms of the Post-2004 DCP. George Muñoz is the only director who deferred a portion of his 2019 compensation.Stock Ownership GuidelinesOur Stock Ownership Guidelines apply to ournon-employee,independent directors and executive officers, but not to ournon-employee,designated directors. Under the Stock Ownership Guidelines, each covered director is expected to own a number of shares equal to or greater than five times the cash portion of the annual board retainer (currentlyWengen-designated$112,500)$75,000). There is no required time within which the covered director must attain the applicable stock ownership level. Until a covered director complies with the Stock Ownership Guidelines, the covered director is expected to retain 75% of net profit shares from each award on exercise, vesting or2022 Director CompensationThe below tableshows theprovides information on 2022 compensationthatfor eachindependentcurrent and formernon-employeedirectorearnedfor his or her20192022 Board and committee service. Our President and CEO, Mr. Serck-Hanssen, is not entitled to separate compensation for his service on our Board of Directors. Mr. de Macedo served as the independent chairman of the board of directors of one of our universities, Universidad Peruana de Ciencias Aplicadas (UPC), for which he received cash compensation of approximately $10,000 in 2022.NameFees
Earned
or Paid
in Cash($)Stock
Awards
($)(1)Total($)Andrew B. Cohen(2)106,759 118,750 225,509 Pedro del Corro113,750 118,750 232,500 Kenneth W. Freeman217,045 181,250 398,295 Barbara Mair(3)60,165 75,207 135,372 George Muñoz128,750 118,750 247,500 Judith Rodin133,750 118,750 252,500 Eilif Serck-Hanssen— — — Ian K. Snow(4)101,250 118,750 220,000 Former DirectorsBrian F. Carroll(5)95,832 — 95,832 William L. Cornog(6)108,152 118,750 226,902 Michael J. Durham(5)98,840 — 98,840 NameFees Earned
or Paid
in Cash
($)Stock
Awards
($)(1)Total
($)Brian F. Carroll
70,000 — 70,000 Andrew B. Cohen(2)
10,000 49,996 59,996 William J. Cornog
25,000 49,996 74,996 Pedro del Corro(3)
10,000 49,996 59,996 Michael J. Durham
135,000 112,480 247,480 Kenneth W. Freeman
235,000 174,963 409,963 George Muñoz(4)
147,500 112,480 259,980 Judith Rodin
170,000 112,480 282,480 Eilif Serck-Hanssen
— — — Ian K. Snow(5)
57,500 — 57,500 Steven M. Taslitz(6)
60,000 — 60,000 (1) (1)- Represents the grant date fair value of awards, which is an estimated value computed in accordance with ASC 718. For a discussion of the assumptions related to the calculation of this value, refer to Note 11, Share-based Compensation and Equity, in our consolidated financial statements included in our Annual Report on Form10-Kfor the year ended December 31, 2022. For allnon-employeedirectors other than Mr. Freeman and Ms. Mair, reflects a grant on May 25, 2022 of 2,174 shares of common stock and 7,003 RSUs as part of the 2022 annual Board retainer fornon-employeedirector service. For Mr. Freeman, reflects a grant on May 25, 2022 of 3,623 shares of common stock and 10,384 RSUs as part of the 2022 annual Board and Chairman retainers fornon-employeedirector service. For Ms. Mair, reflects a grant on May 25, 2022 of 5,812 RSUs as part of the 2022 annual Board retainer fornon-employeedirector service, prorated for her election to the Board on such grant date. The RSUs vested ratably in three installments at the end of the second, third and fourth quarters of 2022, subject to serving on the Board on the vesting date.
In addition, in connection with equitable adjustments made to outstanding equity awards as a result of a special cash distribution and a special cash dividend paid by the Company to stockholders in October and November 2022 of $0.83 per share and $0.58 per share, respectively, the following cash dividend equivalent payments were made with respect to RSUs unvested as of theassumptions related to the calculation of this value, refer to Note 14, Share-based Compensation and Equity, in our consolidated financial statements included in our Annual Report on Form 10-Kapplicable record date: $5,651 forthe year ended December 31, 2019.(2)- all
resignation from the Board effective November 22, 2022.non-employeedirectors except for Mr.Cohen was required by prior agreement with CPV Holdings, LLC to have all shares issued inFreeman, who received a cash dividend equivalent payment of $7,912, and except for Mr. Cornog, who received a cash dividend equivalent payment of $2,004 as a result of hisdirector's fees issued to such entity.(2) Mr. Cohen was required by prior agreement with CPV Holdings, LLC to have the cash portion of his director’s fees paid to such entity.2023 Proxy Statement35Table of Contents(3)Mr. del Corro was required by prior agreement with Torreal Sociedad de Capital de Reimer Simplificado, S.A. to have all shares issued in payment of his director's fees issued to such entity.(4)All cash amounts voluntarily deferred in the Post-2004 DCP.(5)Mr. Snow was required by prior agreement with Snow Phipps Group, LLC to have his director's fees paid to such entity.(6)Mr. Taslitz was required by prior agreement with Sterling Partners to have his director's fees paid to Sterling Partners or an affiliate of its choosing.
(3) Ms. Mair was elected to the Board at the May 25, 2022 annual meeting. The amount in the tablerepresentsamounts earned from May 25, 2022 – December 31, 2022.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED STOCKHOLDER MATTERS(4) Mr. Snow was required by prior agreement with Snow Phipps Group, LLC to have the cash portion of his director’s fees paid to such entity.(5) Messrs. Carroll and Durham did not stand forre-electionat the May 25, 2022 annual meeting. The amount in the table represents for each director cash fees amounts earned from January 1 – May 25, 2022 and a special cash payment of $44,692, the value of the equity portion of the 2022 retainer prorated for the time served on the Board in 2022.(6) In November 2022, KKR ceased to own shares of Laureate resulting in the termination of KKR’s right under the Wengen Securityholders Agreement to designate a director to serve on our Board. Accordingly, Mr. Cornog, as KKR’s designated director designee, resigned from the Board effective November 22, 2022. Mr. Cornog was required by prior agreement with KKR Capstone Americas, LLC to have the cash portion of his director’s fees paid to such entity through June 30, 2022. The amount in the Fees Earned or Paid in Cash column represents amounts earned from January 1 – November 22, 2022. While the amount in the Stock Awards column represents the full grant date fair value, Mr. Cornog, as a result of his resignation, forfeited 2,415 shares under his 2022 RSU award that were due to vest on December 31, 2022.Equity Plan Compensation InformationThe following table sets forth certain equity compensation plan informationwith respect tofor thebeneficial ownershipCompany as of December 31, 2022:Plan CategoryNumber ofsecurities to be
issued uponexercise of
outstanding option,
warrants and rights(a)Weighted-averageexercise priceof outstandingoptions, warrants
and rights(b)Number of securitiesremaining availablefor future issuanceunder equitycompensation plans
(excluding securitiesreflected in column(c)Equity compensation plans approved by stockholders1,218,619(1) $7.00 5,073,889(2) Equity compensation plans not approved by stockholders— — — Total1,218,619(1) 5,073,889(2) (1) Includes 1,218,619 shares of common stock issuable pursuant to outstanding RSU, PSU and option awards under the 2013 Plan.(2) All such shares are available for future issuance under the 2013 Plan.36Laureate Education, Inc.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth the number and percentage of outstanding shares of our common stock
at February 14, 2020, for:•- beneficially owned as of March 27, 2023, by (1) each person
who we knowknown to us to beneficiallyownsown more than five percent ofeither Class A or Class Bour common stock; •- (2) each of our current
Directors; •- directors and nominees; (3) each of our
Named Executive Officers;NEOs; and •- (4) all of our current directors and executive officers as a group.
The address of each beneficial owner listed in the table unless otherwise noted is c/o Laureate Education, Inc.,
650 S. Exeter Street, Baltimore, Maryland 21202.PMB 1158, 1000 Brickell Ave, Suite 715, Miami, Florida 33131.We have determined beneficial ownership in accordance with the rules of the SEC.
Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to allUnder such rules, beneficial ownership includes any shares of common stock as to which the entity or individual has sole or shared voting or investment power and also any shares thatthey beneficially own, subjectthe entity or individual has the right toapplicable community property laws.Applicable percentage ownership is based on 118,578,038acquire within 60 days after March 27, 2023 through the exercise of any stock options. There are no PSUs or RSUs scheduled to vest within the next 60 days. We deemed such shares outstanding for the purpose ofClass A common stock and 90,814,034 shares of Class B common stock outstanding at February 14, 2020. Incomputingthe number of shares of common stock beneficially owned by a person,the percentage ownership ofthat person and the percentage of total voting power, we deemed outstanding shares of common stock subject to options held by that person that are currently exercisable or exercisable within 60 days of February 14, 2020. Wesuch holder, but did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.Under our Insider Trading Policy, directorsUnless otherwise indicated, each person has sole voting andexecutive officers are prohibited from engaging in any form of hedging transaction, holding our securities in margin accounts and pledging our securities as collateral for loans. None of theinvestment power (or sharesheld by our directorssuch powers with his orcurrent executive officers shown on the table below is pledged. In addition, the Company's Stock Ownership Guidelines require non-employee, independent directors and executive officers to retain a certain ownership level of Company stock. See "Executive Compensation—Compensation Discussion and Analysis—Stock Ownership Guidelines" and "Director Compensation—Stock Ownership Guidelines" for a complete description of these guidelines.Shares Beneficially Owned Class A (includes shares
of Class B that are
convertible to Class A)Class B Percentage
of Total
Voting
Power(2)Name of Beneficial OwnerNumber of
Shares(1)Percentage Number of
SharesPercentage 5% Stockholders:
Wengen Alberta, Limited Partnership(3)
86,147,116 42.1 % 86.147,116 94.9 % 83.9 % KKR Funds(3)(4)
8,999,608 (3)(4) 7.6% (3)(4) — (3) — (3) * (3)(4) Funds and individuals affiliated with Sterling(3)(5)(6)
974,588 (3)(5) * (3)(5) 941,824 (3)(6) 1.0% (3)(6) 1.0% (3)(5)(6) BlackRock, Inc.(7)
8,136,770 6.9 % — — * The Vanguard Group, Inc.(8)
10,215,104 8.6 % — — * FMR LLC(9)
15,776,989 13.3 % — — 1.5 % Directors and Named Executive Officers:
Brian F. Carroll(10)(11)
16,844 * 16,844 * * Andrew B. Cohen(10)(12)
15,864 * — — * William L. Cornog(10)
9,366 * — — * Pedro del Corro(10)(13)
— — 59,578 * * Michael J. Durham
18,777 * — — * Kenneth W. Freeman
22,575 * — — * George Muñoz(14)
67,022 * 19,698 * * Dr. Judith Rodin(15)
40,770 * 19,698 * * Ian K. Snow(10)(16)
1,363,698 1.2 % 6,656 * * Steven M. Taslitz(10)(17)
298,950 * 290,759 * * Eilif Serck-Hanssen(18)
940,467 * 307,094 * * Jean-Jacques Charhon(19)
162,240 * — — * Timothy Grace(20)
30,508 * — — * Victoria Silbey(21)
61,771 * — — * Paula Singer(22)
289,811 * 256,249 * * Ricardo M. Berckemeyer(23)
68,767 * — — * Jose Roberto Loureiro(24)
6,553 * — — * All Current Directors and Executive Officers as a Group (17 persons)(25)
3,511,093 2.9 % 1,080,512 1.2 % 1.3 % *Less than one percent.(1)The Class B common stock is convertible into shares of Class A common stock on a share-for-share basis upon the election of the holder or upon transfer, subject to the terms of our amended and restated certificate of incorporation. The Class A common stock and Class B common stock will automatically convert into a single class of common stock on the date on which the number of outstanding shares of Class B common stock represents less than 15% of the aggregate combined number of outstanding shares of Class A common stock and Class B common stock.(2)Percentage of total voting power represents voting powerher spouse) with respect toall shares of our Class A common stock and Class B common stock, voting as a single class. Each holder of Class B common stock is entitled to ten votes per share of Class B common stock and each holder of Class A common stock is entitled to one vote per share of Class A common stock on all matters submitted to our stockholders for a vote. The Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of our stockholders, except as may otherwise be required by law or our amended and restated certificate of incorporation.(3)Represents shares of Class B common stock that are directly held by Wengen, our controlling stockholder. The limited partnership interests in Wengen are held by certain investors including investment funds and other investors affiliated with or managed by, among others, Douglas L. Becker, our former Chairman and founder, Steven M. Taslitz, a director of the Company, Kohlberg
Kravis Roberts & Co. L.P. (together with its affiliates, "KKR"), Cohen Private Ventures, LLC (together with its affiliates, "CPV"), Sterling Fund Management, LLC (together with its affiliates and investment funds managed by it, "Sterling Partners"), and Snow Phipps Group, LLC (together with its affiliates, "Snow Phipps" and, collectively, the "Wengen Investors"). The general partner of Wengen is Wengen Investments Limited, which is governed by a board of directors that includes representatives of Sterling Partners, KKR, CPV and Snow Phipps. As a result of such representation, the Wengen Investors control the voting ofthe sharesof Class B common stock held by Wengenset forth in the following table.Name of Beneficial Owner
Shares
Beneficially
OwnedPercent of
Class(1)5% Stockholders:
Wengen Alberta, Limited Partnership(2)
20,855,584 13.3% The Vanguard Group(3)
14,046,504 8.9% BlackRock, Inc.(4)
13,238,275 8.4% FMR LLC(5)
12,107,954 7.7% Directors and Named Executive Officers:
Andrew B. Cohen
30,599 * Pedro del Corro(6)
90,177 * Aristides de Macedo(7)
— — Kenneth W. Freeman
72,285 * Barbara Mair
5,812 — George Muñoz
101,858 * Dr. Judith Rodin
71,369 * Ian K. Snow(8)
2,104,757 1.3% Eilif Serck-Hanssen(9)
741,514 * Richard M. Buskirk(10)
84,614 * Marcelo Barbalho Cardoso(11)
103,386 * Richard H. Sinkfield III(12)
55,360 * Timothy P. Grace(13)
90,773 * All Current Directors and Executive Officers as a Group (11 persons)(14)
3,461,731 2.2% * Less than one percent.
(1) The percentage ownership is based on 157,169,764 shares of our common stock outstanding at March 27, 2023.
(2) Represents shares of common stock that are directly held by Wengen. The limited partnership interests in Wengen are held by certain investors including investment funds and other investors affiliated with or managed by, among others, CPV Partners, LLC (together with its affiliates, including CPV Holdings, LLC, “CPV”), Snow Phipps Group, LLC (together with its affiliates, “Snow Phipps”), Sterling Laureate, LP and certain investment vehicles on behalf of persons that are not affiliated with CPV or Snow Phipps (collectively, the “Wengen Investors”). The general partner of Wengen is Wengen Investments Limited, which is governed by a board of directors that includes representatives of CPV and Snow Phipps. As a result of such representation, the Wengen Investors control the voting of the shares of common stock held by Wengen in the election of certain directors and may be deemed to share beneficial ownership over the securities beneficially owned by Wengen.
2023 Proxy Statement 37
CPV has investment management authority over an investment fund that holds, directly and
may be deemed to share beneficial ownership over the securities beneficially owned by Wengen. Does not include 498,338 shares of Class B common stock subject to proxies given by current and former directors and employees of the Company to Wengen to vote their shares of Class B common stock (collectively, the "Wengen Proxy").The following persons hold, through their interests in Wengen, over 5% of our Class B common stock: KKR 2006 Fund (Overseas), Limited Partnership and KKR Partners II (International), L.P., the Sterling Parties, CPV, Torreal Sociedad De Capital Riesgo S.A and affiliates of Moore Capital Management, LP. Shares of Class B common stock held by Wengen are convertible by Wengen into shares of Class A common stock, in accordance with the terms of our amended and restated certificate of incorporation, at the discretion of the general partner of Wengen.KKR 2006 Fund (Overseas), Limited Partnership and KKR Partners II (International), L.P. holdindirectly, limited partnership interests in Wengen which collectively relate to approximately22,889,952 and 952,62312,796,782 underlying shares ofClass Bcommon stock held byWengen, respectively, andWengen. CPV may also be deemed to have voting and investment power over such portion of theClass B common stock owned by Wengen as a result of their ability to direct Wengen with respect to certain voting and disposition of such securities. KKR PI-II GP Limited is the general partner of KKR Partners II (International), L.P. KKR Associates 2006 (Overseas), Limited Partnership is the general partner of KKR 2006 Fund (Overseas), Limited Partnership. KKR 2006 Limited is the general partner of KKR Associates 2006 (Overseas), Limited Partnership. KKR Group Partnership L.P. is the sole shareholder of KKR 2006 Limited. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR Management LLP is the Class B common stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP. In such capacities, each of the entities and individuals referenced in this paragraph may also be deemed to be the beneficial owners having shared voting power and shared investment power with respect to the securities as described above. The address of each of the persons and entities listed in this paragraph, except Mr. Roberts, is c/o Kohlberg Kravis Roberts & Co. L.P., 9 West 57th Street, New York, New York 10019. The principal business address for Mr. Roberts is c/o Kohlberg Kravis Roberts & Co. L.P., 2800 Sand Hill Road, Suite 200, Menlo Park, California 94025.Sterling Capital Partners II, L.P., Sterling Capital Partners III, L.P., SP-L Affiliate, LLC, Sterling Laureate Executives Fund, L.P., Sterling Laureate, L.P., Sterling Laureate Rollover, L.P., Douglas L. Becker, Steven M. Taslitz and certain of their respective affiliates hold limited partnership interests in Wengen which collectively relate to approximately 7,428,516 underlying shares of Class B common stock held by Wengen, and may also be deemed to have voting and investment power over their respective pro rata shares of such portion of the Class B common stock owned by Wengen as a result of their respective abilities to direct Wengen with respect to certain voting and disposition of such securities. These underlying shares of Class B common stock do not include shares of Class B common stock allocable to limited partnership interests in Wengen held by certain investment vehicles that are managed on behalf of persons not affiliated with Sterling Partners, which investment vehicles, although managed by Sterling-related entities, pass through rights with respect to the voting and disposition of the underlying shares of the Company to theinvestors in such vehicles. SC Partners II, L.P. is the sole general partner of Sterling Capital Partners II, L.P., and Sterling Capital Partners II, LLC is the sole general partner of SC Partners II, L.P. SC Partners III, L.P. is the sole general partner of Sterling Capital Partners III, L.P., and Sterling Capital Partners III, LLC is the sole general partner of SC Partners III, L.P. SP-L Management III, LLC is the sole general partner of Sterling Laureate, L.P. SP-L Management IV, LLC is the sole general partner of Sterling Laureate Executives Fund, L.P. SP-L Management V, LLC is the sole general partner of Sterling Laureate Rollover, L.P. SP-L Parent, LLC is the sole general partner of each of Sterling Management III, LLC, Sterling Management IV, LLC and Sterling Management V, LLC. Sterling Capital Partners II, LLC, Sterling Capital Partners III, LLC, SP-L Affiliate, LLC and SP-L Parent, LLC are managed by Messrs. Taslitz and Becker and R. Christopher Hoehn-Saric. Messrs. Taslitz and Hoehn Saric serve on the board of directors of the general partner of Wengen. Each of the aforementioned entities and individuals may also be deemed to be the beneficial owners having voting power and/or investment power with respect to securities of the Company owned directly by Wengen as described above, except that Mr. Becker does not exercise any voting or investment power with respect to such securities (other than any securities of the Company attributable to the limited partnership interests in Wengen held by SP-L Affiliate, LLC). The business address of each of the persons and entities listed in this footnote is c/o Sterling Partners, 401 N. Michigan Avenue, Suite 3300, Chicago, Illinois 60611.CPV Holdings, LLC holds, directly and indirectly, limited partnership interests in Wengen which collectively relate to approximately 15,995,974 underlying shares of Class B common stock held by Wengen, and may also be deemed to have voting and investment power over such portion of the Class Bcommon stock owned by Wengen as a result of its ability to direct Wengen with respect to certain voting and disposition of such securities. CPVHoldings, LLCalsoholdsbeneficially owns 3,215,056 shares of common stock, including 15,864 shares ofClass Acommon stockand 6,498 shares of Class B common stockthat were issued pursuant to theCompany'sCompany’s non-employee director compensation program. Steven A. Cohen is the senior managing member ofCPV Holdings, LLC.CPV. In such capacity, Steven A. Cohen may also be deemed to be the beneficial owner having shared voting power and shared investment power with respect to the securities as described above. In the aggregate, and including shares held by Wengen as disclosed in this footnote (3) above, CPV and Steven A. Cohen may be deemed to beneficially own 24,070,640 shares of common stock, which represents, in the aggregate, approximately 15.3% of the outstanding shares of the common stock, calculated pursuant to the rules of the SEC. The address ofeachCPV is 55 Hudson Yards, New York, New York 10001. The address ofCPV Holdings, LLC andSteven A. Cohen is 72 Cummings Point Road, Stamford, Connecticut 06902.Snow Phipps Group, L.P., SPG Co-Investment, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., and Snow Phipps Group (RPV), L.P. hold limited partnership interests in Wengen which relate to approximately
3,231,081, 17,483, 31,040, 104,434,2,584,865, 13,986, 24,832, 83,547, and168,255134,604 underlying shares ofClass Bcommon stock held by Wengen, respectively, for an aggregate of3,552,2932,841,834 shares, and may also be deemed to have voting and investment power over such portion of theClass Bcommon stock owned by Wengen as a result of their ability to direct Wengen with respect to certain voting and disposition of such securities. Snow Phipps Group, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., Snow Phipps Group (RPV), L.P. and SPG Co Investment L.P. also beneficially own, in aggregate among them,1,357,0422,087,778 shares ofClass Acommon stock, which shares are included above in the table for Ian K. Snow. SPG GP, LLC is the general partner of Snow Phipps Group (Offshore), L.P., Snow Phipps Group (B), L.P., Snow Phipps Group, L.P., Snow Phipps Group (RPV), L.P., and SPG Co-Investment, L.P. Ian Snow is the sole managing member of SGP GP, LLC. In such capacities, each of the entities and the individual referenced in this paragraph may also be deemed to be the beneficial owners having shared voting power and shared investment power with respect to the securities as described above. The address of each of the persons and entities listed in this paragraph is 667 Madison Avenue,18th10th Floor, New York, New York, 10065.Torreal Sociedad de Capital Riesgo S.A. holds, directlyAs described further in “Certain Relationships andindirectly, limited partnership interestsRelated Party Transactions, and Director Independence,” Wengen and all current and former investors in Wengenwhich relate to approximately 6,096,466 underlyingwho have an employee or representative serving on the board of directors of Wengen Investments Limited, Wengen’s general partner, or our Board of Directors must vote their shares ofthe Class B common stockheld by Wengen, and may be deemed to have voting and investment power over such portion of the Class B common stock owned by Wengen as a result of its ability to direct Wengen with respect to certain voting and disposition of such securities. Torreal Sociedad de Capital Riesgo S.A. also holds 9,366 shares of Class A common stock issued to it pursuant to the Company's non-employee director compensation program at the direction of Pedro del Corro, an employee of Torreal S.A., an affiliate of Torreal Sociedad de Capital Riesgo S.A., and 16,844 shares of Class B common stock. The principal business address of Torreal Sociedad de Capital Riesgo S.A. is Calle de Fortuny 1, 28010 Madrid, Spain. Mr. del Corro disclaims beneficial ownership over such securities.Kendall Family Investments, LLC, MEM Moore ET Investments, LP and MMF Moore ET Investments, LP hold, directly and indirectly, limited partnership interests in Wengen which collectively relate to approximately 11,054,982 underlying shares of the Class B common stock held by Wengen, and may be deemed to have voting and investment power over their respective pro rata shares of such portion of the Class B common stock owned by Wengen as a result of their respective abilities to direct Wengen with respect to certain voting and disposition of such securities. Louis M. Bacon is the chief executive officer and director of Moore Capital Management, LP, which serves as discretionary investment manager to MMF Moore, and is the majority equity holder of Kendall Family Investments, LLC and MEM Moore ET Investments, LP. The principal business address of Moore Capital Management, LP is 11 Times Square, New York, New York 10036.(4)Represents 8,902,112 and 97,496 shares of Class A common stock owned by KKR 2006 Fund (Overseas), Limited Partnership and KKR Partners II (International), L.P., respectively. Does not include the Class B common stock held by Wengen described above further in footnote (3). In the aggregate the investment funds affiliated with KKR may be deemed to beneficially own 95,146,724 shares of Class A common stock, which represents, in the aggregate, approximately 46.5% of the outstanding shares of the Class A common stock, calculated pursuant to the rules of the SEC, or 84.8% of the total voting power.(5)Represents shares of Class A common stock and shares of Class Bcommon stock ineach case, beneficially ownedfavor of director nominees designated byfundsCPV.(3) Based solely on information reported by The Vanguard Group on Schedule 13G filed with the SEC on February 9, 2023. According to this Schedule 13G, The Vanguard Group has shared voting power with respect to 100,029 shares of common stock, sole dispositive power with respect to 13,812,206 shares of common stock, shared dispositive power with respect to 234,298 shares of common stock and sole voting power and shared dispositive power with respect to no shares of common stock. The reporting person listed its address as 100 Vanguard Blvd., Malvern, PA 19355.
(4) Based solely on information reported by BlackRock, Inc. on Schedule 13G filed with the SEC on February 7, 2023. According to this Schedule 13G, BlackRock, Inc has sole voting power with respect to 12,460,397 shares of common stock, sole dispositive power with respect to 13,238,275 shares of common stock, and shared voting power and shared dispositive power with respect to no shares of common stock. The reporting person listed its address as 55 East 52nd Street, New York, NY 10055.
(5) Based solely on information reported by FMR LLC on Amendment No. 6 to Schedule 13G filed with the SEC on February 9, 2023. According to this Amendment to Schedule 13G, FMR LLC has sole voting power with respect to 12,106,848 shares of common stock, sole dispositive power with respect to 12,107,954 shares of common stock, and shared voting power and shared dispositive power with respect to no shares of common stock. The reporting person listed its address as 245 Summer Street, Boston, Massachusetts 02210.
(6) Includes 5,957 shares of common stock owned by Mr. del Corro’s spouse. Also includes limited partnership interests in Wengen held, directly and indirectly, by Mr. del Corro which relate to approximately 47,662 underlying shares of common stock held by Wengen, over which he may be deemed to have voting and investment power as a result of his ability to direct Wengen with respect to certain voting and disposition of such securities.
(7) Mr. de Macedo is a new nominee for election to the Board of Directors at the 2023 Annual Meeting.
(8) Includes 3,837 shares of common stock held by Snow Phipps. Includes 1,882,936, 7,568, 18,088, 60,859 and 98,051 shares of common stock owned by Snow Phipps Group, L.P., SPG Co Investment, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., and Snow Phipps Group (RPV), L.P., respectively. Also includes 33,418 shares of common stock that were issued pursuant to the Company’s non-employee director compensation program to Mr. Snow. Mr. Snow disclaims beneficial ownership of the shares held, directly or indirectly, by Snow Phipps. Does not include the common stock held of record by Wengen. See footnote (2) above for further information on any beneficial ownership of securities indirectly held through Wengen.
(9) Includes shares issuable upon the exercise of vested options to purchase an aggregate of 245,368 shares of common stock that are exercisable as of or within 60 days of the date of the above table. Does not include, in the aggregate, 246,676 RSUs and portion of PSUs subject to time-based vesting reported as common stock beneficially owned in column 5 of Table I of Mr. Serck-Hanssen’s Form 4 filed on March 17, 2023.
(10) Includes shares issuable upon the exercise of vested options to purchase an aggregate of 27,617 shares of common stock that are exercisable as of or within 60 days of the date of the above table. Does not include, in the aggregate, 53,053 RSUs and the portion of PSUs subject to time-based vesting reported as common stock beneficially owned in column 5 of Table I of Mr. Buskirk’s Form 4 filed on March 17, 2023.
38 Laureate Education, Inc.
(11) Does not include, in the aggregate, 61,220 RSUs and the portion of PSUs subject to time-based vesting reported as common stock beneficially owned in column 5 of Table I of Mr. Cardoso’s Form 4 filed on February 17, 2023.
(12) Includes shares issuable upon the exercise of vested options to purchase an aggregate of 26,127 shares of common stock that are exercisable as of or within 60 days of the date of the above table. Does not include, in the aggregate, 30,972 RSUs and the portion of PSUs subject to time-based vesting reported as common stock beneficially owned in column 5 of Table I of Mr. Sinkfield’s Form 4 filed on March 17, 2023.
(13) Mr. Grace served as Chief Human Resources Officer until April 8, 2022.
(14) Includes directors affiliated with Wengen or an investor in Wengen. Does not include the common stock held of record by Wengen. See footnote (2) above for further information on any beneficial ownership of securities indirectly held through Wengen.
2023 Proxy Statement 39
Certain Relationships and
individuals affiliated with Sterling Partners. Does not include the Class B common stock held by Wengen described further in footnote (3) above. In the aggregate, such fundsRelated Party Transactions, andindividuals affiliated with Sterling Partners may be deemed to beneficially own 87,121,704 shares of Class A common stock (including 802,211 shares of Class A common stock issuable upon conversion of shares of Class B common stock issuable upon the exercise of vested options issued to Mr. Becker), which represents, in the aggregate, approximately 41% of the outstanding shares of the Class A common stock, calculated pursuant to the rules of the SEC.(6)Represents shares of Class B common stock beneficially owned by funds and individuals affiliated with Sterling Partners (including 802,211 shares of Class B common stock issuable upon the exercise of vested options issued to Mr. Becker). Does not include the Class B common stock held by Wengen described further in footnote (3) above.(7)Based solely on information reported by BlackRock, Inc. on Schedule 13G filed with the SEC on February 7, 2020. All of these shares are shares of Class A common stock. According to this Schedule 13G, BlackRock, Inc. has sole voting power with respect to 7,873,496 shares of Class A common stock, sole dispositive power with respect to 8,136,770 shares of Class A common stock and shared voting power and shared dispositive power with respect to no shares of Class A common stock. The reporting person listed its address as 55 East 52nd Street, New York, New York 10055.(8)Based solely on information reported by The Vanguard Group, Inc. on Amendment No. 2 to Schedule 13G filed with the SEC on February 12, 2020. All of these shares are shares of Class Acommon stock. According to this Amendment to Schedule 13G, The Vanguard Group, Inc. has sole voting power with respect to 110,925 shares of Class A common stock, sole dispositive power with respect to 10,090,630 shares of Class A common stock, shared voting power with respect to 27,103 shares of Class A common stock and shared dispositive power with respect to 124,474 shares of Class A common stock. The reporting person listed its address as 100 Vanguard Blvd., Malvern, Pennsylvania 19355.(9)Based solely on information reported by FMR LLC on Amendment No. 2 to Schedule 13G filed with the SEC on February 7, 2020. All of these shares are shares of Class A common stock. According to this Amendment to Schedule 13G, FMR LLC has sole voting power with respect to 3,062,898 shares of Class A common stock and sole dispositive power with respect to 15,776,989 shares of Class A common stock and shared voting power and shared dispositive power with respect to no shares of Class A common stock. The reporting person listed its address as 245 Summer Street, Boston, Massachusetts 02210.(10)The director is affiliated with Wengen or an investor in Wengen. Does not include the Class B common stock held of record by Wengen and the 498,338 shares of Class B common stock subject to the Wengen Proxy. See footnote 3 for further information on any beneficial ownership of securities indirectly held through Wengen.(11)Includes 4,611 shares of Class B common stock reserved for issuance upon distribution of Mr. Carroll's Post-2004 DCP account when he retires from the Company's Board of Directors.(12)Represents 15,864 shares of Class A common stock issued to CPV Holdings, LLC pursuant to the Company's non-employee director compensation program at the request of Mr. Andrew Cohen in lieu of issuance to Mr. Andrew Cohen, which shares are comprised of (i) 3,031 shares of Class A common stock issued directly to CPV Holdings, LLC, (ii) 6,335 shares of Class A common stock issued to Cohen Private Ventures, LLC and subsequently transferred to CPV Holdings, LLC and (iii) 6,498 shares of Class B common stock originally issued to S.A.C. Capital Advisors, L.P., subsequently transferred to Cohen Private Ventures, LLC and thereafter converted to Class A common stock and transferred to CPV Holdings, LLC. Mr. Andrew Cohen disclaims beneficial ownership over such securities.(13)Includes limited partnership interests in Wengen held, directly and indirectly, by Mr. del Corro which relate to approximately 59,578 underlying shares of Class B common stock held by Wengen, over which he may be deemed to have voting and investment power as a result of his ability to direct Wengen with respect to certain voting and disposition of such securities. Shares of Class B common stock held by Wengen are convertible by Wengen into shares of Class A common stock of Laureate, in accordance with the terms of our amended and restated certificate of incorporation, at the discretion of the general partner of Wengen.(14)Includes 47,324 shares of Class A common stock and 19,698 shares of Class B common stock.(15)Includes 21,072 shares of Class A common stock and 19,698 shares of Class B common stock.(16)Includes 3,837 shares of Class B common stock held by Snow Phipps and 1,236,719, 4,071, 11,880, 39,972, and 64,400 shares of Class A common stock owned by Snow Phipps Group, L.P., SPG Co-Investment, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., and Snow Phipps Group (RPV), L.P., respectively. Includes 2,819 shares of Class B common stock reserved for issuance upon distribution of Mr. Snow's Post-2004 DCP account when he retires from the Company's board of directors. See "Director Compensation." Mr. Snow disclaims beneficial ownership of the shares held, directly or indirectly, by Snow Phipps.(17)Includes 13,889 shares of Class B common stock held by Sterling Fund Management, LLC, an affiliate of Sterling Partners. Mr. Taslitz shares voting and dispositive power with respect to the
shares of Class B common stock held by this affiliate of Sterling Partners, with Messrs. Becker and Hoehn-Saric. Also includes Mr. Taslitz's allocable share of certain equity securities of the Company that are subject to an agreement entered into by Messrs. Becker and Taslitz and two other founding partners of Sterling Partners (individually, a "Sterling Founder", and collectively, the "Sterling Founders") on January 20, 1999 in connection with a partnership formed by them (the "Founders' Agreement"), including Mr. Taslitz's allocable share of (i) the shares issuable upon the exercise of vested options to purchase an aggregate of 802,211 shares of Class B common stock issued to Mr. Becker, (ii) 125,724 shares of Class B common stock issued to Mr. Becker and (iii) 32,764 shares of Class A common stock held directly by Mr. Becker. Pursuant to the Founders' Agreement, the Sterling Founders share equally, on a net after-tax basis, in certain equity-based compensation they receive, in the aggregate, in connection with services rendered by any of them to certain entities, including Laureate. The Founders' Agreement provides, in certain circumstances, and subject to contractual restrictions, that securities received by a Sterling Founder as compensation for services rendered by him to certain entities shall be assigned or transferred to the Sterling Founders pro rata, or to a partnership they form, as soon as practicable after such assignment or transfer is permitted by contract and applicable law. The Founders' Agreement further provides that if such securities or other property are not transferable or assignable, the rights to receive the net proceeds of such property upon disposition shall be so transferred or assigned. Prior to any such transfer or assignment, each Sterling Founder controls the voting and disposition of any such securities received by such Sterling Founder.(18)Includes shares issuable upon exercise of options to purchase an aggregate of 440,218 shares of Class A common stock underlying vested equity awards that are exercisable as of or within 60 days of the date of the above table, and shares issuable upon exercise of options to purchase an aggregate of 254,776 shares of Class B common stock that are exercisable as of or within 60 days of the date of the above table. Does not include 73,700 restricted stock units reported as Class A common stock in Table I of Mr. Serck-Hanssen's Form 4 filed on March 12, 2020. Includes 79,792 performance stock units issuable as shares of Class A common stock, which vested on March 15, 2020. Does not include shares netted to satisfy withholding tax obligations in connection with the vesting of the performance share units.(19)Includes shares issuable upon exercise of options to purchase an aggregate of 123,359 shares of Class A common stock that are exercisable as of or within 60 days of the date of the above table. Does not include 43,353 restricted stock units reported as Class A common stock in Table I of Mr. Charhon's Form 4 filed on March 12, 2020. Includes 23,238 performance share units issuable as shares of Class A common stock which vested on March 15, 2019. Does not include shares netted to satisfy withholding tax obligations in connection with the vesting of the performance share units.(20)Includes shares issuable upon exercise of options to purchase an aggregate of 13,960 shares of Class A common stock that are exercisable as of or within 60 days of the date of the above table. Does not include 11,561 restricted stock units reported as Class A common stock in Table I of Mr. Grace's Form 4 filed on March 12, 2020. Includes 8,956 performance share units issuable as shares of Class A common stock which vested on March 15, 2020. Does not include shares netted to satisfy withholding tax obligations in connection with the vesting of the performance share units.(21)Includes shares issuable upon exercise of options to purchase an aggregate of 28,017 shares of Class A common stock that are exercisable as of or within 60 days of the date of the above table. Does not include 15,395 restricted stock units reported as Class A common stock in Table I of Ms. Silbey's Form 4 filed on March 12, 2020. Includes 13,968 performance share units issuable as shares of Class A common stock which vested on March 15, 2020. Does not include shares netted to satisfy withholding tax obligations in connection with the vesting of the performance share units.
(22)Includes shares issuable upon exercise of options to purchase an aggregate of 16,013 shares of Class A common stock that are exercisable as of or within 60 days of the date of the above table, and shares issuable upon exercise of options to purchase an aggregate of 256,249 shares of Class B common stock that are exercisable as of or within 60 days of the date of the above table. Includes 10,405 performance share units issuable as shares of Class A common stock which vested on March 15, 2020. Does not include shares netted to satisfy withholding tax obligations in connection with the vesting of the performance share units.(23)Mr. Berckemeyer served as President and Chief Operating Officer until July 15, 2019. The information reported on the above table is based on the Form 4/A filed on behalf of Mr. Berckemeyer with the SEC on March 19, 2019. 67,552 restricted stock units reported as Class A common stock in Table I thereof did not vest prior to Mr. Berckemeyer's termination and, accordingly, are not included in the shares reported on the above table.(24)Mr. Loureiro served as Chief Executive Officer, Brazil until July 31, 2019. The information reported on the above table is based on the Form 4 filed on behalf of Mr. Loureiro with the SEC on March 19, 2019. 12,555 restricted stock units reported as Class A common stock in Table I thereof did not vest prior to Mr. Loureiro's termination and, accordingly, are not included in the shares reported on the above table.(25)Includes directors affiliated with Wengen or an investor in Wengen. Does not include the Class B common stock held of record by Wengen and the 498,338 shares of Class B common stock subject to the Wengen Proxy. See footnote 3 for further information on any beneficial ownership of securities indirectly held through Wengen. Includes certain individuals who, as of February 14, 2020, were designated as executive officers of the Company (as that term is defined under Rule 3b-7 of the Securities Exchange Act of 1934, as amended), but who, as of March 10, 2020, are no longer designated as such.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS,AND DIRECTOR INDEPENDENCEWengen Securityholders Agreement and Registration Rights Agreement
In connection with the completion of our initial public offering
on February 6,in 2017, we entered into (i) the Wengen Securityholders Agreementwith Wengen and certain other parties thereto,and (ii) an amended and restated registration rights agreement (the"Registration“Registration RightsAgreement"Agreement”) among Wengen, Wengen Investments Limited, the Company and the other parties thereto.
Wengen Securityholders Agreement. Under the Wengen Securityholders Agreement,each ofCPVKKR and the Sterling Partiesis entitled to designate one of our directors so long aseachit owns at least 5,357,143 shares held through or acquired from Wengen. Mr. Cohen currently serves as the CPV-designateddirector, Mr. Cornog currently serves as the KKR-designated director and Mr. Taslitz currently serves as the Sterling-designateddirector. In the event thatany ofCPVKKR or the Sterling Partiesceases to ownits respectivethe minimum number of shares set forth in the agreement, thentheCPV’s director designeeselected by such partyshall offer his or her resignation andsuch partyCPV shall no longer be entitled to designate a director to our Board of Directors. The WengenSecurityholders'Securityholders’ Agreement does not terminate upon the dissolution of Wengen. Until November 22, 2022, KKR was entitled to designate one of our directors pursuant to the Wengen Securityholders Agreement. Upon the sale of all of KKR’s shares of common stock of Laureate pursuant to an underwritten secondary offering completed on November 22, 2022, KKR’s designation rights terminated and, accordingly, William K. Cornog, KKR’s director designee, resigned from the Board.The October 28, 2021 amendment to the Wengen Securityholders Agreement provides, among other matters, that:
For so long as CPV holds at least 8,035,713 shares of Company common stock, CPV will have the right to nominate one additional director, who may be removed or replaced at any time without cause by CPV. In the event that CPV ceases to be the beneficial owner of at least 8,035,713 shares of Company common stock, then the additional director must offer his resignation as a director to the Company’s Board of Directors, and CPV thereafter will no longer be entitled to designate an additional director. Mr. Snow serves as the additional CPV-designated director.
Wengen and all current and former investors in Wengen who have an employee or representative serving on the board of directors of Wengen Investments Limited, Wengen’s general partner, or our Board of Directors must vote their shares of common stock in favor of director nominees designated by CPV.
Irrespective of CPV’s actual holdings, the existing Company director designation rights of CPV and the right to designate an additional director will expire on December 31, 2024.
Wengen and the Wengen investors will be responsible for the payment of any taxes and any related fees, costs and expenses attributable to a direct or indirect transfer of Company common stock. Furthermore, Wengen and the Wengen investors will, at the time of any such transfer, pay to, or as directed by, the Company or Wengen (and the Company and Wengen have the right to withhold from any amounts distributable to Wengen or the Wengen investors) the amount of any taxes payable in Peru with respect to such transfer and any related costs, fees and expenses incurred by the Company, any of the Company’s subsidiaries or Wengen. Wengen will pay any amounts it so receives from the Wengen investors to the Company, and the Company will use such amounts to pay any taxes payable in Peru and its related costs, fees and expenses.
See
"Proposal“Proposal 1: Election of Directors—Corporate Governance—Directors Designated by Certain of the Wengen Investors under the Wengen SecurityholdersAgreement"Agreement” for additional information.
Registration Rights Agreement. Pursuant to the Wengen Registration Rights Agreement, certain registration rights were granted to Wengen and investment funds and other investors affiliated with or managed by, among others, Douglas L. Becker, our former Chairman and founder, Steven M. Taslitz, aDirectorformer director of the Company, KKR, CPV, Snow Phipps and Sterling Fund Management, LLC (together with its affiliates and investment funds managed by it,"Sterling Partners"“Sterling Partners” and, collectively, the"Wengen Investors"“Wengen Investors”). Pursuant to the Registration Rights Agreement, the Wengen Investors were granted the right, beginning 180 days following the completion of our initial public offering, to cause us, at our expense, to use our reasonable best efforts to register40 Laureate Education, Inc.
certain shares of common stock held by the Wengen Investors and any securities issued in replacement of or in exchange for such shares of common stock for public resale, subject to certain limitations as set forth in the Registration Rights Agreement. The exercise of this
"demand"“demand” right is limited to ten requests in the aggregate. In the event that we register any of our common stock, the Wengen Investors and management (pursuant to a provision in the ManagementStockholder'sStockholder’s Agreements, as defined below) have a"piggyback right"“piggyback right” which allows them to require us to use our reasonable best efforts to include shares of our common stock held by them in such registration, subject to certain limitations. The Registration Rights Agreement also provides for our indemnification of the Wengen Investors and management in connection with the registration of their securities. Pursuant to demand rights exercised under the Registration Rights Agreement, KKR sold all of its shares of Common Stock of the Company in an underwritten secondary offering completed on November 22, 2022. In connection therewith, the Company repurchased approximately 8.0 million shares of its common stock for an aggregate purchase price of approximately $75 million.Management
Stockholder'sStockholder’s AgreementsEach of the stockholders of Laureate who
are employeesis an employee ordirectorsdirector or formeremployeesemployee ordirectorsdirector of Laureate (each a"Management Stockholder"“Management Stockholder”) and who received an equity grant prior to Laureate’s initial public offering in 2017 has entered into astockholder'sstockholder’s agreement (each, a"Management Stockholder's Agreement"“Management Stockholder’s Agreement”) with Laureate and Wengen that gives Wengen a proxy to vote suchholder'sholder’s shares ofLaureate's Class BLaureate’s common stock. In addition, each ManagementStockholder'sStockholder’s Agreement also imposes certain restrictive covenants on such Management Stockholders, including nondisclosure, noncompetition and nonsolicitation covenants. The ManagementStockholder'sStockholder’s Agreements also grant each Management Stockholder certain piggyback registration rights in any registered sale of our common stock by Wengen or the Wengen Investors, subject to customaryunderwriters'underwriters’ restrictions, including pro rata reduction and execution of customary custody and lockup agreements. The piggyback registration rights provided in the ManagementStockholder'sStockholder’s Agreements expire upon a change in control of Laureate. The registration rights also provide for our indemnification of the Management Stockholders and their affiliates in connection with the"piggyback"“piggyback” registration of their securities.As part of the issuance and sale of shares of the Company's Series A Preferred Stock in December 2016, KKR and Snow Phipps purchased from the Company 60,000 and 15,000 shares of Series A Preferred Stock, respectively. On April 23, 2018, all of the issued and outstanding shares of the Series A Preferred Stock were converted into Class A common stock. In connection with the issuance of the Series A Preferred Stock, Laureate executed both a stockholders agreement and a registration rights agreement.Transactions between Laureate and Affiliates, Wengen and DirectorsKKR Capital Markets LLC.An affiliate of one of the Wengen investors, KKR Capital Markets LLC, acted as a broker having secured Morgan Stanley to act as the underwriter in connection with a secondary offering by Wengen in September 2019. We paid this affiliate approximately $506,000 for its services during the year ended December 31, 2019.SP Costa Rica Holdings, LLC.SP Costa Rica Holdings, LLC ("SP CRH"), which is controlled by certain affiliates of Sterling Capital Partners II, L.P. ("Sterling II"), entered into, and consummated the transactions contemplated by, an Equity Purchase Agreement dated as of January 10, 2020, among SP CRH, Laureate International B.V. ("LEI BV"), and the Company (solely for purposes of Section 7.5) (the "Agreement"), whereby SP CRH purchased from LEI BV, an indirect, wholly owned subsidiary of the Company, (i) all of the equity units of Education Holding Costa Rica EHCR, S.R.L., which owns, directly or indirectly, all of the equity units of Lusitania S.R.L., Universidad U Latina, S.R.L. ("ULatina") and Universidad Americana UAM, S.R.L. (collectively, "Laureate Costa Rica"), and (ii) a note due from ULatina to LEI BV. Consideration for the transaction consisted of $15 million, in cash, paid at closing and up to $7 million to be paid within the next two years if Laureate Costa Rica meets certain performance metrics. Additionally, Laureate Costa Rica retained obligations to pay approximately $30 million in finance lease indebtedness for which SP CRH has no recourse to LEI BV. The Company guaranteed certain of LEI BV's obligations under the Agreement.SP CRH is controlled by certain affiliates of Sterling II, which has the right to designate a director to our Board of Directors pursuant to the Wengen Securityholders Agreement. Mr. Taslitz currently serves as the Sterling-designated director and did not participate in the Board of Directors' consideration of the transaction, which was approved by the Audit Committee as a related party transaction.The Audit and Risk Committee reviews all relationships and transactions in which Laureate and our directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest in any particular transaction. The
Company'sCompany’s legal staff is primarily responsible for the development and implementation of processes and controls to obtain information from the directors and executive officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether Laureate or a related person has a direct or indirect material interest in the transaction. The Audit and Risk Committee of the Board of Directors reviews and approves or ratifies any related person transaction that meets this standard. In the course of the AuditCommittee'sand Risk Committee’s review and approval or ratification of a disclosable related person transaction, the committee considers:whether the transaction would impair the judgment of a director or executive officer to act in the best interest of Laureate; and
•any other matters the committee deems appropriate.
Any member of the Audit and Risk Committee who is a related person with respect to a transaction under review may not participate in the deliberations or vote respecting approval or ratification of the transaction, provided that such director may be counted in determining the presence of a quorum at a meeting of the committee that considers the transaction.
Information Regarding the Laureate BoardFor more information regarding Wengen's right to designate directors to serve2023 Proxy Statement 41
Proposal 2:
Non-Binding Advisory Vote on
our Board of Directors, see "Proposal 1: Election of Directors—Corporate Governance—Directors Designated by the Wengen Investors under the Wengen Securityholders Agreement".Executive Compensation (“Say-on-Pay”)
Table of ContentsBackgroundPROPOSAL 2: NON-BINDING ADVISORY VOTEON EXECUTIVE COMPENSATION("SAY-ON-PAY")The Dodd-Frank Wall Street Reform and Consumer Protection Act, or the
"Dodd-Frank Act"“Dodd-Frank Act”, requires that our stockholders have the opportunity to cast an advisory (non-binding) vote on executive compensation, commonly referred to as a"Say-on-Pay"“Say-on-Pay” vote.The advisory vote on executive compensation is a non-binding vote on the compensation of our NEOs as described in the Compensation Discussion and Analysis section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure, set forth in this Proxy Statement. The Compensation Discussion and Analysis section starts on page
1611 of this Proxy Statement. Please read the Compensation Discussion and Analysis section, which provides a detailed discussion of our executive compensation program and compensation philosophy, including information about the20192022 compensation of our NEOs. This advisory vote on executive compensation is not a vote on our general compensation policies, the compensation of our Board of Directors, or our compensation policies as they relate to risk management.The vote solicited by this Proposal 2 is advisory and therefore is not binding on Laureate, our Board of Directors or our Compensation Committee. The outcome of the vote will not require Laureate, our Board of Directors or our Compensation Committee to take any action and will not be construed as overruling any decision by Laureate, our Board of Directors or our Compensation Committee. Furthermore, because this non-binding, advisory resolution primarily relates to the compensation of our NEOs that has already been paid or contractually committed, there is generally no opportunity for us to revisit these decisions. However, our Board of Directors, including our Compensation Committee, values the opinions of our stockholders and, to the extent that there is any significant vote against the executive officer compensation as disclosed in this Proxy Statement, we will consider our
stockholders'stockholders’ concerns and evaluate what actions, if any, may be appropriate to address those concerns. Stockholders will be asked at the20202023 Annual Meeting to approve the following resolution pursuant to this Proposal 2:"“RESOLVED, that the compensation paid to the named executive officers of Laureate Education, Inc., as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion included in our20202023 proxy statement, is hereby APPROVED."”Assuming that a quorum is present, the affirmative vote of the holders of a majority in voting power of the shares of
Class A common stock and Class Bcommon stock that are present in person via attendance at the virtual meeting or by proxy and entitled or required to vote on Proposal 2 will be necessary to approve the advisory vote on the executive compensation as disclosed in this Proxy Statement. Abstentions will have the effect of a vote against Proposal 2 and broker non-votes will not impact the outcome.Recommendation of our Board of Directors
Our Board of Directors recommends that you vote
"FOR"“FOR” the approval of the executive compensation as disclosed in this Proxy Statement and as described in this"Proposal“Proposal 2: Non-Binding Advisory Vote on Executive Compensation."”If no vote indication is made on the accompanying proxy card or vote instruction form prior to the start of the
20202023 Annual Meeting webcast, each such proxy will be deemed to grant authority to vote"FOR"“FOR” the approval of the executive compensation as disclosed in this Proxy Statement and as described in this"Proposal“Proposal 2: Non-Binding Advisory Vote on Executive Compensation."”42 Laureate Education, Inc.
For Ratification of
ContentsPricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting FirmPROPOSAL 3: FOR RATIFICATION OF PRICEWATERHOUSECOOPERS LLPAS THE COMPANY'S INDEPENDENT REGISTEREDPUBLIC ACCOUNTING FIRMOurThe Audit and Risk Committee of our Board of Directors,upon the recommendation of the Audit Committee, has ratified the appointment ofwhich is solely responsible for selecting our independent registered public accounting firm, selected PricewaterhouseCoopers LLPto serveasourthe Company’s independent registered public accounting firm for the fiscal year ending December 31,2020. The Audit Committee of our Board of Directors is solely responsible for selecting our independent public accountants.2023. Although stockholder approval is not required to appoint PricewaterhouseCoopers LLP as our independent registered publicaccountantaccounting firm, we believe that submitting the appointment of PricewaterhouseCoopers LLP to our stockholders for ratification is a matter of good corporate governance. If our stockholders do not ratify the appointment, then the appointment may be reconsidered by the Audit and Risk Committee. Even if the appointment is ratified, the Audit and Risk Committee may engage a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interest of our Company and our stockholders.We expect that representatives of PricewaterhouseCoopers LLP will be present at the annual meeting, have the opportunity to make a statement if they desire to do so and be available to answer
stockholders'stockholders’ questions.Assuming that a quorum is present, the affirmative vote of the holders of a majority in voting power of the shares of
Class A common stock and Class Bcommon stock that are present in person via attendance at the virtual meeting or by proxy and entitled or required to vote on Proposal 3 will be necessary to ratify the appointment of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31,2020.2023. Because Proposal 3 is a routine matter, there will be no broker non-votes (and brokerage firms may vote in their discretion on this matter on behalf of beneficial owners who have not furnished voting instructions before the date of the20202023 Annual Meeting), but abstentions will have the effect of a vote against Proposal 3.Recommendation of our Board of Directors
Our Board of Directors recommends that stockholders vote
"FOR"“FOR” the ratification of the appointment of PricewaterhouseCoopers LLP asLaureate'sLaureate’s independent registered public accounting firm for the fiscal year ending December 31,2020.2023.If no vote indication is made on the accompanying proxy card or vote instruction form prior to the start of the
20202023 Annual Meeting, each such proxy will be deemed to grant authority to vote"FOR"“FOR” the ratification of the appointment of PricewaterhouseCoopers LLP asLaureate'sLaureate’s independent registered public accounting firm for the fiscal year ending December 31,2020.2023.In the event that the stockholders fail to ratify the appointment, the Audit and Risk Committee will consider it a direction to select other auditors for the subsequent year. Even if the appointment is ratified, the Audit and Risk Committee, in its discretion, may select a new independent registered public accounting firm at any time during the year if it believes that such a change would be in the best interest of Laureate and its stockholders.
Audit and Risk Committee Matters
Audit and Risk Committee Report
Under the guidance of a written charter adopted by the Board of Directors, the purpose of the Audit and Risk Committee is to oversee the accounting and financial reporting processes of Laureate and audits of its financial statements. The responsibilities of the Audit and Risk Committee include appointing and providing for the compensation of
Laureate'sLaureate’s independent registered public accounting firm and approving the audit and non-audit services to be provided by the independent registered publicaccounting firm. Each of the members of the Audit and Risk Committee meets the independence requirements of
Nasdaq.Nasdaq and SEC rules.Management has primary responsibility for the system of internal controls and the financial reporting process. PricewaterhouseCoopers LLP,
Laureate'sLaureate’s independent registered public accounting firm, has the responsibility to express an opinion on the financial statements based on an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (the"PCAOB"“PCAOB”).In this context and in connection with the audited financial statements contained in
Laureate'sLaureate’s Annual Report on Form 10-K, the Audit and Risk Committee has reviewed and discussed the audited financial statements as of and for the fiscal year ended December 31,20192022 withLaureate'sLaureate’s management and PricewaterhouseCoopers LLP. The Audit and Risk Committee has met withLaureate'sLaureate’s internal auditors and with its external auditors, separately and together, with and without management present, to discussLaureate'sLaureate’s financial reporting processes and internal controls over financial reporting. The Audit and Risk Committee has received and reviewed the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the PCAOBEthicsregarding the auditors’ communications with the Audit andIndependence Rule 3526,Communication with Audit Committees Concerning Independence,Risk Committee concerning independence, discussed with the auditors their independence, and concluded that the non-audit services performed by PricewaterhouseCoopers LLP are compatible with maintaining their independence. The Audit and Risk Committee also hasalsodiscussed with PricewaterhouseCoopers LLP the matters required to be discussed byAuditing Standard No. 1301 adopted bythe applicable requirements of the PCAOBregardingCommunication with Audit Committees.and the SEC.Based on the foregoing reviews and discussions, the Audit and Risk Committee recommended to the Board of Directors that the audited financial statements be included in
Laureate'sLaureate’s Annual Report on Form 10-K for the fiscal year ended December 31,20192022 for filing with theSecurities and Exchange Commission.SEC. We have selected PricewaterhouseCoopers LLP as theCompany'sCompany’s independent registered public accounting firm for the year ending December 31,20202023 and have approved submitting the selection of the independent registered public accounting firm for ratification by the stockholders.AUDIT AND RISK COMMITTEE
George Muñoz, Chair
Kenneth W. Freeman
Barbara Mair
44 Laureate Education, Inc.
AUDIT COMMITTEEGeorge MuñozMichael J. DurhamKenneth W. FreemanThe following table shows the fees for audit and other services provided by PricewaterhouseCoopers LLP for
20192022 and2018 (in millions):2021:(in millions)2019 2018 Audit Fees(1)
$ 13.7 $ 18.0 Audit-Related Fees(2)
1.4 1.7 Tax Fees(3)
0.5 0.6 All Other Fees(4)
0.04 0.1 Total
$ 15.64 $ 20.4 (1)(in millions)
2022 2021 Audit Fees(1)
$ 3.73 $ 5.9 Audit-Related Fees(2)
0.55 0.3 Tax Fees(3)
0.01 0.1 All Other Fees(4)
0.28 0.04 Total
$ 4.57 $ 6.34 (1) Consists of fees related to the audit of our annual consolidated financial statements and statutory audits required domestically and internationally, the review of our quarterly consolidated financial statements, and other accounting and financial reporting consultation.
(2) Consists of fees for audit-related services that are reasonably related to the performance of the audit or review of our consolidated financial statements. Audit-related fees primarily include fees related to transaction-related consultations, comfort letters, consents, and assistance with and review of documents filed with the SEC and attest services that are not required by statute or regulation.
(3) Consists of fees for tax compliance.
(4) Consists of fees for services that are not included in the above categories.
Audit and
statutory audits required domestically and internationally; the review of our quarterly consolidated financial statements; comfort letters, consents, and assistance with and review of documents filed with the SEC; offering memoranda, purchase accounting and other accounting, and financial reporting consultation; and research work billed as audit
fees or necessary to comply with the standards of the Public Company Accounting Oversight Board (United States).(2)Consists of fees for audit-related services that are reasonably related to the performance of the audit or review of our consolidated financial statements. Audit-related fees primarily include fees related to service auditor examinations, transaction-related consultations, attest services that are not required by statute or regulation, and consultation concerning financial accounting and reporting standards not classified as audit fees.(3)Consists of fees for tax compliance, tax advice and tax planning services.(4)Consists of fees for services that are not included in the above categories.
Our Audit and Risk Committee pre-approves all audit and non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services, and other services. Our Audit and Risk Committee annually reviews and pre-approves services that may be provided by the independent registered public accounting firm for each audit year. The pre-approval is detailed as to the particular service or category of services and is subject to a specific budget. Once pre-approved, the services and pre-approved amounts are monitored against actual charges incurred and modified if appropriate. The
ChairpersonChair of the Committee has the authority to pre-approve such services between meetings of our Audit and Risk Committee and reports such pre-approvals to our Audit and Risk Committee at the next regularly scheduled meeting.During
2019,2022, all audit and non-audit services provided by PricewaterhouseCoopers LLP were pre-approved by our Audit and Risk Committee or, consistent with the pre-approval policy of our Audit and Risk Committee, by theChairpersonChair of our Audit and Risk Committee for inter-meeting pre-approvals.2023 Proxy Statement 45
Other Information
Questions and Answers about the 2023 Annual Meeting
| Q: | Why did I receive these materials? |
| A: | We are making this Proxy Statement available to you on or around April 14, 2023 because the Board of Directors is soliciting your proxy to vote at the 2023 Annual Meeting to be held on Wednesday, May 24, 2023, at 10:00 a.m., Eastern Daylight Time, via a virtual meeting that will be webcast live and accessed at www.virtualshareholdermeeting.com/LAUR2023, or at any adjournments thereof. The information provided in this Proxy Statement is for your use in deciding how to vote on the proposals describe. |
| Q: | Who is entitled to attend and vote at the Annual Meeting? |
| A: | You can attend and vote at the 2023 Annual Meeting webcast if, as of the close of business on March 27, 2023, the record date for the 2023 Annual Meeting, you were a stockholder of record of Laureate’s common stock. As of the record date, there were 157,169,764 shares of our common stock outstanding. |
To attend and participate in the 2023 Annual Meeting webcast, you will need the 16-digit control number included in your Notice and Access Card, on your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in street name, you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. The meeting webcast will begin promptly at 10:00 a.m., Eastern Daylight Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:45 a.m., Eastern Daylight Time, and you should allow ample time for the check-in procedures.
| Q: | What is the difference between being a registered stockholder and holding shares in street name? |
| A: | A registered stockholder holds shares in his or her name. Shares held in street name means that shares are held in the name of a bank, broker or other nominee on the holder’s behalf. |
| Q: | What do I do if my shares are held in street name? |
| A: | If your shares are held in a brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in street name. The Notice and Access Card or the proxy materials, if you elected to receive a hard copy, have been forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by following their instructions for voting. Please refer to information from your bank, broker or other nominee on how to submit your voting instructions. |
| Q: | What are the voting rights of each share of common stock? |
| A: | For each proposal, stockholders are entitled to cast one vote for each share of common stock held as of the record date. There are no cumulative voting rights. |
| Q: | How do I attend and vote at the Annual Meeting? |
| A: | We will be hosting the 2023 Annual Meeting live via audio webcast. Any stockholder can attend the 2023 Annual Meeting live online by accessing www.virtualshareholdermeeting.com/LAUR2023. You will need to obtain your own Internet access if you choose to virtually attend the 2023 Annual Meeting. If you were a stockholder as of the record date, or you hold a valid proxy for the 2023 Annual Meeting, you can vote at the 2023 Annual Meeting. A summary of the information that you need to attend the 2023 Annual Meeting webcast is provided below: |
Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/LAUR2023.
46 Laureate Education, Inc.
Assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/LAUR2023 on the day of the 2023 Annual Meeting.
Webcast starts at 10:00 a.m., Eastern Daylight Time.
| • | You will need your 16-Digit Control Number to enter the 2023 Annual Meeting. |
Stockholders may submit questions while attending the 2023 Annual Meeting via the Internet.
Webcast replay of the 2023 Annual Meeting will be available until May 24, 2023.
| Q: | What if during the check-in time or during the 2023 Annual Meeting webcast I have technical difficulties or trouble accessing the virtual meeting website? |
| A: | We will have technicians ready to assist you with any technical difficulties that you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the 2023 Annual Meeting login page. |
| Q: | Can I vote my shares before the Annual Meeting? |
| A: | Yes. If you are a registered stockholder, there are three ways to vote your shares before the 2023 Annual Meeting webcast: |
| • | By Internet (www.proxyvote.com) — Use the Internet to transmit your voting instructions until 11:59 p.m. EDT on May 23, 2023. Have your Notice of Internet Availability of Proxy Materials or proxy card available and follow the instructions on the website to vote your shares. |
| • | By telephone (1-800-690-6903) — Submit your vote by telephone until 11:59 p.m. EDT on May 23, 2023. Have your Notice of Internet Availability of Proxy Materials or proxy card available and follow the instructions provided by the recorded message to vote your shares. |
By mail — If you received a paper copy of the proxy materials, you can vote by mail by filling out the proxy card enclosed with those materials and returning it using the instructions on the card. To be valid, proxy cards must be received before the start of the 2023 Annual Meeting webcast.
If your shares are held in street name, your bank, broker or other nominee may provide you with a Notice of Internet Availability of Proxy Materials that contains instructions on how to access our proxy materials and vote online or request a paper or email copy of our proxy materials. If you received these materials in paper form, the materials included a vote instruction form so that you can instruct your bank, broker or other nominee how to vote your shares.
Please see the Notice of Internet Availability of Proxy Materials or the information that your bank, broker or other nominee provided you for more information on these voting options.
| Q: | Can I revoke my proxy or change my voting instructions once submitted? |
| A: | If you are a registered stockholder, you can revoke your proxy and change your vote before the 2023 Annual Meeting webcast by: |
Voting again by Internet or telephone before 11:59 p.m. EDT on May 23, 2023 (only the latest vote you submit will be counted);
Submitting a new properly signed and dated paper proxy card with a later date (your proxy card must be received before the start of the 2023 Annual Meeting webcast); or
Sending a written notice of revocation to us to the attention of our Secretary (the notification must be received by 11:59 p.m. EDT on May 23, 2023). The notice should be addressed as follows: Laureate Education, Inc., PMB 1158, 1000 Brickell Ave, Suite 715, Miami, Florida 33131, Attn: Secretary.
2023 Proxy Statement 47
If your shares are held in street name, you should contact your bank, broker or other nominee about revoking your voting instructions and changing your vote before the 2023 Annual Meeting webcast. If you are eligible to vote at the 2023 Annual Meeting, you also can revoke your proxy or voting instructions and change your vote at the 2023 Annual Meeting webcast by casting a ballot via the online platform before the polls close.
| Q: | What will happen if I submit my proxy but do not vote on a proposal? |
| A: | If you submit a valid proxy but fail to provide instructions on how you want your shares to be voted, properly submitted proxies will be voted: |
| • | “FOR” the election of Andrew B. Cohen, Pedro del Corro, Aristides de Macedo, Kenneth W. Freeman, Barbara Mair, George Muñoz, Dr. Judith Rodin, Eilif Serck-Hanssen and Ian K. Snow, each of whom shall hold office for a term of one year, expiring at the annual meeting in 2023, and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal; |
| • | “FOR” the advisory vote to approve named executive officer compensation; and |
| • | “FOR” ratification of the appointment of PricewaterhouseCoopers LLP as Laureate’s independent registered public accounting firm for the year ending December 31, 2023. |
If any other item is properly presented for a vote at the meeting, the shares represented by your properly submitted proxy will be voted at the discretion of the proxies.
| Q: | What will happen if I neither submit my proxy nor vote my shares in person at the 2023 Annual Meeting? |
| A: | If you are a registered stockholder, your shares will not be voted. |
If your shares are held in street name, your bank, broker or other nominee may vote your shares on certain “routine” matters. The ratification of independent auditors is currently considered to be a routine matter. On this matter, your bank, broker or other nominee can:
Vote your street-name shares even though you have not provided voting instructions; or
Choose not to vote your shares.
The other matters that you are being asked to vote on are not routine and cannot be voted by your bank, broker or other nominee without your instructions. When a bank, broker or other nominee is unable to vote shares for this reason, it is called a “broker non-vote.”
| Q: | What does it mean if I receive more than one set of materials? |
| A: | You probably have multiple accounts with us and/or banks, brokers or other nominees. You should vote all of the shares represented by the proxy cards and/or voting instruction forms. Certain banks, brokers or other nominees have procedures in place to discontinue duplicate mailings upon a stockholder’s request. You should contact your bank, broker or other nominee for more information. |
| Q: | How many shares must be present to conduct business at the 2023 Annual Meeting? |
| A: | To carry on the business of the 2023 Annual Meeting, holders of a majority of the voting power of common stock issued and outstanding as of the record date must be present in person via attendance at the virtual meeting or represented by proxy. |
| Q: | What vote is required to approve each proposal? |
| A: | For Proposal 1, unless otherwise provided in the Wengen Securityholders Agreement, directors will be elected by a plurality of the votes of the shares of our common stock present in person via attendance at the virtual meeting or represented by proxy at the 2023 Annual Meeting at which a quorum is present, which means that the nine nominees receiving the highest number of affirmative votes will be elected. |
48 Laureate Education, Inc.
For Proposal 2, the advisory vote to approve named executive officer compensation, the affirmative vote of a majority of the voting power of the shares of our common stock present in person via attendance at the virtual meeting or represented by proxy (and entitled or required to vote thereon) at the 2023 Annual Meeting at which a quorum is present will be required for approval.
For Proposal 3, the ratification of the appointment of PricewaterhouseCoopers LLP as Laureate’s independent registered public accounting firm for the year ending December 31, 2023, the affirmative vote of a majority of the voting power of the shares of our common stock present in person via attendance at the virtual meeting or represented by proxy (and entitled or required to vote thereon) at the 2023 Annual Meeting at which a quorum is present will be required for approval.
| Q: | Are abstentions and broker non-votes counted in the vote totals? |
| A: | A broker non-vote occurs when shares held by a bank, broker or other nominee are not voted with respect to a particular proposal because the bank, broker or other nominee does not have discretionary authority to vote on the matter and has not received voting instructions from its clients. If your bank, broker or other nominee holds your shares in its name and you do not instruct your bank, broker or other nominee how to vote, your bank, broker or other nominee will only have discretion to vote your shares on “routine” matters. Where a proposal is not “routine,” a bank, broker or other nominee who has received no instructions from its clients does not have discretion to vote its clients’ uninstructed shares on that proposal. At our 2023 Annual Meeting, only Proposal 3 (the ratification of the appointment of our independent registered public accounting firm) is considered a routine matter. Your bank, broker or other nominee will therefore not have discretion to vote on the election of directors or the advisory vote to approve named executive officer compensation, as these are “non-routine” matters. |
Broker non-votes and abstentions by stockholders from voting (including banks, brokers or other nominees holding their clients’ shares of record who cause abstentions to be recorded) will be counted towards determining whether or not a quorum is present at the virtual meeting. However, as the nine nominees receiving the highest number of affirmative votes will be elected, abstentions and broker non-votes will not affect the outcome of the election of Directors. With regard to the affirmative vote of the shares present at the virtual meeting or represented by proxy required for Proposal 2, abstentions will have the effect of a vote against Proposal 2, and, because it is a non-routine matter, broker non-votes will not impact the outcome of Proposal 2. With regard to the affirmative vote of the shares present at the virtual meeting or represented by proxy required for Proposal 3, it is a routine matter so there will be no broker non-votes (and brokerage firms may vote in their discretion on this matter on behalf of beneficial owners who have not furnished voting instructions before the date of the 2023 Annual Meeting), and abstentions will have the effect of a vote against Proposal 3.
| Q: | How are votes counted? |
| A: | In the election of directors, Proposal 1, you may vote “FOR” all or some of the nominees or your vote may be “WITHHELD” with respect to one or more of the nominees. |
For Proposal 2 and Proposal 3, you may vote “FOR,” “AGAINST,” or “ABSTAIN.” If you elect to “ABSTAIN,” the abstention has the same effect as a vote “AGAINST.”
If you provide specific instructions with regard to certain items, your shares will be voted as you instruct on such items. If no instructions are indicated on a properly executed proxy card or over the telephone or Internet, the shares will be voted as recommended by our Board of Directors. (See “What will happen if I submit my proxy but do not vote on a proposal?” for additional information.)
| Q: | Is my vote confidential? |
| A: | Yes. The vote of any stockholder will not be revealed to anyone other than a tabulator of votes or an election inspector, except (i) as necessary to meet applicable legal and stock exchange listing requirements, (ii) to assert claims for or defend claims against Laureate, (iii) to allow the Inspectors of Election to certify the results of the stockholder vote, (iv) in the event that a proxy solicitation in opposition to Laureate or the election of the Board of Directors takes place, (v) if a stockholder has requested that his or her vote be disclosed, or (vi) to respond to stockholders who have written comments on Proxy Cards. |
2023 Proxy Statement 49
| Q: | Will any other business be transacted at the meeting? If so, how will my proxy be voted? |
| A: | Management does not know of any business to be transacted at the 2023 Annual Meeting other than those matters described in this Proxy Statement. The period specified in the proxy statement for our 2022 Annual Meeting of Stockholders for submitting additional proposals to be considered at the meeting has passed and there are no such proposals to be considered. However, should any other matters properly come before the meeting, and any adjournments thereof, shares with respect to which voting authority has been granted to the proxies will be voted by the proxies in accordance with their judgment. |
| Q: | Who will pay the cost of soliciting votes for the 2023 Annual Meeting? |
| A: | We will bear the entire cost of solicitation of proxies, including the preparation, assembly, printing, and mailing of this Proxy Statement and the accompanying materials. The largest expense in the proxy process is printing and mailing the proxy materials. Proxies also may be solicited on behalf of Laureate by directors, officers or employees of Laureate in person or by mail, telephone or facsimile transmission. No additional compensation will be paid to such directors, officers, or employees for soliciting proxies. We have engaged Broadridge Financial Solutions, Inc. to assist us in the distribution of proxies. We also will reimburse brokerage firms and other custodians, nominees and fiduciaries for their expenses incurred in sending our proxy materials to beneficial owners of our common stock as of the record date. |
| Q: | Will a list of stockholders of record be available at the 2023 Annual Meeting? |
| A: | A list of the holders of record of our common stock will be available at the 2023 Annual Meeting webcast and, during the 10 days prior to the 2023 Annual Meeting webcast, at the offices of our corporate headquarters located at 601 Brickell Drive, Suite 700, Miami, Florida 33131. |
| Q: | When will you publish the results of the 2023 Annual Meeting? |
| A: | We will include the results of the votes taken at the 2023 Annual Meeting in a Current Report on Form 8-K filed with the SEC within four business days following the 2023 Annual Meeting webcast. |
Annual Report
Our 20192022 Annual Report on Form 10-K, which includes our consolidated financial statements for the year ended December 31, 2019,2022, is available on our website at http://investors.laureate.net under "Financials."“Financials.” Otherwise, please call (410) 843-6100786-209-3368 and a copy will be sent to you without charge. You may also request a free copy of our Annual Report on Form 10-K for the year ended December 31, 20192022 by writing to Laureate Education, Inc.,
c/o Investor Relations, 650 S. Exeter Street, Baltimore, Maryland 21202.PMB 1158, 1000 Brickell Ave, Suite 715, Miami, Florida 33131.
COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Communications with the Board Of Directors
Stockholders or other interested parties may communicate with any Director or Committee of the Board of Directors by writing to them c/o Investor Relations, Laureate Education, Inc., 650 S. Exeter Street, Baltimore, Maryland 21202.PMB 1158, 1000 Brickell Ave, Suite 715, Miami, Florida 33131, Attention: Secretary. Comments or questions regarding Laureate'sLaureate’s accounting, internal controls or auditing matters will be referred to members of the Audit and Risk Committee. Comments or questions regarding the nomination of directors and other corporate governance matters will be referred to members of the Nominating and Corporate Governance Committee. The office of the Corporate Secretary reviews correspondence received and will filter advertisements, solicitations, spam and other such items not related to a director’s duties and responsibilities. All other relevant correspondence addressed to a director will be forwarded to that director, or if none is specified, to the Chairman of the Board.
The Company has a policy of encouraging all directors to attendDeadlines for Submitting Stockholder Proposals for the annual stockholder meetings. All of our directors intend to virtually attend the 20202024 Annual Meeting webcast.
DEADLINES FOR SUBMITTING STOCKHOLDER PROPOSALSFOR THE 2021 ANNUAL MEETING
We provide to stockholders the opportunity, under certain circumstances and consistent with our Bylaws and the rules of the SEC, to participate in theour governance of Laureate by submitting proposals and director nominations for consideration at our annual meetings of stockholders. Proposals from stockholders are given careful consideration by us in accordance with Rule 14a-8 promulgated under the Exchange Act ("Rule 14a-8"(“Rule14a-8”). For a
50 Laureate Education, Inc.
proposal to be included in our proxy statement and proxy card for our 20212024 Annual Meeting of Stockholders, such proposal must comply with Rule 14a-8 and must be received by us in writing no later than November 27, 2020.December 16, 2023. Additionally, if our 20212024 Annual Meeting of Stockholders is held not more than thirty days before or more than seventy days after May 11, 2021,24, 2023, any stockholder proposal or director nomination for our 20212024 Annual Meeting of Stockholders that is not intended for inclusion in our proxy statement and proxy card in respect of such meeting will be considered "untimely"“untimely” if it is received by us prior to the close of business on January 11, 2021,25, 2024 or afterlater than the close of business on February 10, 2021.24, 2024 or after the 10th day following the day on which public announcement of the date of the 2024 Annual Meeting of Stockholders is first made by us. An untimely proposal may not be brought before or considered at our 20212024 Annual Meeting of Stockholders. Any stockholder proposal or director nomination submitted must also be made in compliance with our Amended and Restated Certificate of Incorporation, our Bylaws and, if applicable, the Wengen Securityholders Agreement. Subject to the provisions of the Wengen Securityholders Agreement, the Nominating and Corporate Governance Committee uses the same process for evaluating all director nominations, regardless of the source of the recommendation. See “Proposal 1 — Corporate Governance — Directors Designated by Certain of the Wengen Investors under the Wengen Securityholders Agreement.”
In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 25, 2024.
All stockholder proposals and director nominations must be addressed to the attention of our Secretary at 650 S. Exeter Street, Baltimore, Maryland 21202.Laureate Education, Inc., PMB 1158, 1000 Brickell Ave, Suite 715, Miami, Florida 33131. The chairmanchair of our 20212024 Annual Meeting may refuse to acknowledge the introduction of any stockholder proposal or director nomination not made in compliance with the foregoing procedures.
HOUSEHOLDING OF PROXY MATERIALS
Householding of Proxy Materials
The SEC has adopted rules that permit companies and intermediaries (e.g., banks, brokers or other nominees) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as "householding,"“householding,” potentially means extra convenience for stockholders and cost savings for companies.
Stockholders that share the same address may not receive separate copies of proxy materials, unless we have received contrary instructions from such stockholders. If you are receiving multiple sets of our proxy materials and wish to receive only one set in the future, or if you are currently only receiving one set of our proxy materials and wish to receive separate sets of proxy materials for you and the other stockholders sharing your address, please notify us or your bank, broker or other nominee by indicating your preference on the enclosed proxy card or vote instruction form. We will deliver an additional copy of our proxy materials to you, without charge, upon written request sent to Laureate Education, Inc., 650 S. Exeter Street, Baltimore, Maryland 21202,PMB 1158, 1000 Brickell Ave, Suite 715, Miami, Florida 33131, Attention: Secretary. Our proxy materials are also available on the Investors section of our website at http://www.laureate.net.
Table of ContentsOther Matters
As of March 27, 2020,April 14, 2023, our Board of Directors knows of no other business to be acted upon at the 20202023 Annual Meeting. However, if any additional matters are presented at the meeting, it is the intention of the persons named in the accompanying proxy to vote in accordance with their judgment on those matters.
| ||
BY ORDER OF THE BOARD OF DIRECTORS,
Leslie S. Brush
Deputy General Counsel and Secretary
2023 Proxy Statement 51
LAUREATE EDUCATION, INC. PMB 1158, 1000 BRICKELL AVE., SUITE 715 MIAMI, FLORIDA 33131 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. EDT on May 10, 2020.23, 2023. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. LAUREATE EDUCATION, INC. 650 S. EXETER STREET BALTIMORE, MARYLAND 21202-4382 During The Meeting - Meeting—Go to www.virtualshareholdermeeting.com/LAUR2020LAUR2023 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - PHONE—1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. EDT on May 10, 2020.23, 2023. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D03538-P37155V09829-P86314 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY LAUREATE EDUCATION, INC. The Board of Directors recommends you vote FOR the following: For Withhold For All AllAllExcept To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. !! ! 1. To elect eleven (11)nine (9) directors, each of whom shall hold office for a one year term until the 20212024 Annual Meeting of Stockholders. For All Withhold All Except For All Nominees: 01) Brian F. Carroll 02) Andrew B. Cohen 03) William L. Cornog 04)06) George Muñoz 02) Pedro del Corro 05) Michael J. Durham 06)07) Dr. Judith Rodin 03) Aristides de Macedo 08) Eilif Serck-Hanssen 04) Kenneth W. Freeman 07) George Muñoz 08) Dr. Judith Rodin 09) Eilif Serck-Hanssen 10) Ian K. Snow 11) Steven M. Taslitz For Against Abstain05) Barbara Mair To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. The Board of Directors recommends you vote FOR proposals 2 and 3. ! ! ! ! ! ! 2. To approve the advisory vote to approve named executive officer compensation. 3. To ratify the appointment of PricewaterhouseCoopers LLP as Laureate'sLaureate’s independent registered public accounting firm for the year ending December 31, 2020.2023. NOTE: At their discretion, the Proxies are authorized to transact such other business as may properly come before the 20202023 Annual Meeting and any adjournments thereof. For Against Abstain Please sign exactly as your name(s) appear(s) hereon. When signing as an attorney, executor, administrator or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement and Annual Report are available at www.proxyvote.com. D03539-P37155V09830-P86314 LAUREATE EDUCATION, INC. Annual Meeting of Stockholders May 11, 202024, 2023 10:00 AM EDT This proxy is solicited by the Board of Directors The undersigned hereby (1) acknowledges receipt of the Notice of 20202023 Annual Meeting of Stockholders, Proxy Statement and 20192022 Annual Report for the 20202023 Annual Meeting of Stockholders of Laureate Education, Inc. to be held on Monday,Wednesday, May 11, 2020,24, 2023, at 10:00 a.m., EDT, via live webcast at www.virtualshareholdermeeting.com/LAUR2020,LAUR2023, and (2) hereby appoints Jean-Jacques CharhonRichard M. Buskirk and Victoria E. Silbey,Richard H. Sinkfield III, and each of them, with power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side (with discretionary authority under Proposal 1 to vote for a substitute nominee if any nominee is unable to stand for election), all of the shares of Laureate Education, Inc.'s Class A common stock, or Class B common stock, as the case may be,’s Common Stock, which the undersigned is entitled to vote and, in their discretion, to vote upon such other business as may properly come before the 20202023 Annual Meeting of Stockholders, and any adjournments thereof, with all powers which the undersigned would possess if present at the Meeting. THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE BUT THE CARD IS SIGNED, THIS PROXY CARD WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES UNDER PROPOSAL 1, FOR PROPOSALS 2 AND 3, AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE 20202023 ANNUAL MEETING AND ANY ADJOURNMENTS THEREOF. Continued and to be marked, dated and signed, on the other side
