Laureate Education, Inc DEF 14A, filed Apr 19, 2024
Laureate Education, Inc. (LAUR)
About this DEF 14A
Laureate Education, Inc filed this DEF 14A on April 19, 2024.
Table of Contents
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under §240.14a-12 |
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No fee required. |
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Table of Contents
Table of Contents
PMB 1158, 1000 Brickell Ave, Suite 715
Miami, Florida 33131
April 19, 2024
Dear Stockholder,
We cordially invite you to attend the 2024 Annual Meeting of Stockholders of Laureate Education, Inc. (“Laureate”) to be held on Thursday, May 30, 2024, at 10:00 a.m., Eastern Daylight Time. Our virtual meeting format is designed to increase stockholder access and participation, save Laureate and our stockholders time and money, and provide our stockholders with the rights and opportunities to participate in the virtual meeting similar to what they would have at an in-person meeting. You may attend the meeting, vote your shares and submit questions electronically during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/LAUR2024.
The attached Notice of 2024 Annual Meeting and proxy statement describe the business that we will conduct at the 2024 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 to:
| 1. | Elect the ten (10) director nominees named in this Proxy Statement. |
| 2. | Hold an advisory vote to approve named executive officer compensation. |
| 3. | Hold an advisory vote on the frequency of future advisory votes on executive compensation. |
| 4. | Ratify the appointment of PricewaterhouseCoopers LLP as Laureate’s independent registered public accounting firm for the year ending December 31, 2024. |
| 5. | To transact such other business as may properly come before the 2024 Annual Meeting and any adjournments thereof. |
Please carefully read each of the proposals in the accompanying proxy statement before you vote.
Your vote is extremely important regardless of the number of shares you own. Whether or not you plan to attend the 2024 Annual Meeting online, please vote as soon as possible to make sure that your shares are represented. You can vote your shares by telephone, electronically via the Internet or by completing and returning a proxy card or vote instruction form, if you have received one.
Thank you for your continued interest in Laureate.
| Sincerely, |
| Kenneth W. Freeman |
| Chairman of the Board of Directors |
The proxy statement is dated April 19, 2024 and is first being made available to stockholders on or about April 19, 2024.
Table of Contents
Notice of 2024 Annual Meeting
of Stockholders
| Date and Time Thursday, May 30, 2024, at 10:00 a.m., Eastern Daylight Time |
Location Online only at www.virtualshareholder meeting.com/LAUR2024 |
Who Can Vote The record date for the Annual Meeting is April 2, 2024. 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 the ten (10) director nominees named in this Proxy Statement. |
| 2. | Hold an advisory vote to approve named executive officer compensation. |
| 3. | Hold an advisory vote on the frequency of future advisory votes on executive compensation. |
| 4. | Ratify the appointment of PricewaterhouseCoopers LLP as Laureate’s independent registered public accounting firm for the year ending December 31, 2024. |
Stockholders will also transact any other business that properly comes before the 2024 Annual Meeting and any adjournment.
Voting Methods
Your vote is important. Whether or not you plan to attend the 2024 Annual Meeting online, please vote as soon as possible to make sure that your shares are represented.
|
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/LAUR2024 |
A list of the holders of record of our common stock will be available at the 2024 Annual Meeting webcast and, during the 10 days prior to the 2024 Annual Meeting webcast, at the offices of our corporate headquarters located at 601 Brickell Key Drive, Suite 700, Miami, Florida 33131.
BY ORDER OF THE BOARD OF DIRECTORS:
Leslie S. Brush
Senior Vice President, Chief Legal Officer and Secretary
April 19, 2024
Important Notice Regarding the Availability of Proxy Materials for the
2024 Annual Meeting to be held on May 30, 2024:
Our Proxy Statement and 2023 Annual Report are available at
www.proxyvote.com.
Table of Contents
Table of Contents
| Proxy Statement Summary | 1 | |||
| Proposal 1: Election of Directors | 2 | |||
| 2 | ||||
| 2 | ||||
| 6 | ||||
| Directors Designated by Certain of the Wengen Investors under the Wengen Securityholders Agreement |
6 | |||
| 7 | ||||
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| 8 | ||||
| 9 | ||||
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| 11 | ||||
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| 12 | ||||
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| 13 | ||||
| 14 | ||||
| Executive Compensation | 15 | |||
| 15 | ||||
| 26 | ||||
| 27 | ||||
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| 29 | ||||
| 29 | ||||
| 31 | ||||
| 31 | ||||
| 35 | ||||
| 36 | ||||
| Director Compensation | 38 | |||
| Equity Plan Compensation Information | 40 | |||
| Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 41 | |||
Table of Contents
Proxy Statement Summary
2024 Annual Meeting of Stockholders
| Date and Time: | May 30, 2024 10:00 a.m., Eastern Daylight Time | |
| Place: | Virtual Meeting via live webcast at www.virtualshareholdermeeting.com/LAUR2024 | |
| Record Date: | April 2, 2024 | |
How to Vote Your Shares
|
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/LAUR2024 |
Voting Overview
|
|
Proposal Description | Board Vote Recommendation |
Page Number with More Information | |||
| Election of ten (10) directors named herein | “FOR” all nominees | 2 | ||||
| Advisory vote on executive compensation | “FOR” | 45 | ||||
| Advisory vote on the frequency of future advisory votes on executive compensation | “1 YEAR” | 46 | ||||
| Ratification of the appointment of PricewaterhouseCoopers LLP as Laureate’s independent registered public accounting firm for the year ending December 31, 2024 | “FOR” | 47 | ||||
Board Nominees
| Name |
Position | Age | Director Since | |||
| Andrew B. Cohen |
Vice Chairman of the Board, Independent Director | 52 | 2013 | |||
| William J. Davis |
Independent Director Nominee | 56 | – | |||
| Pedro del Corro |
Independent Director | 66 | 2017 | |||
| Aristides de Macedo |
Independent Director | 68 | 2023 | |||
| Kenneth W. Freeman |
Chairman of the Board, Independent Director | 73 | 2017 | |||
| Barbara Mair |
Independent Director | 62 | 2022 | |||
| George Muñoz |
Independent Director | 72 | 2013 | |||
| Dr. Judith Rodin |
Independent Director | 79 | 2013 | |||
| Eilif Serck-Hanssen |
Director, President and Chief Executive Officer | 58 | 2018 | |||
| Ian K. Snow |
Independent Director | 54 | 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’s Annual Report on Form 10-K for additional information.
2024 Proxy Statement 1
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Proposal 1:
Election of Directors
At the 2024 Annual Meeting, our stockholders will be asked to elect the ten 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’s earlier death, resignation or removal.
Recommendation of our Board of Directors
Our Board of Directors recommends voting “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 2025 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 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.
As of the date of the 2024 Annual Meeting, two of our directors will be designated pursuant to the provisions of the Wengen Securityholders Agreement (as defined below). See “— Corporate 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 ten persons to stand for election at the 2024 Annual Meeting and to hold office until the next Annual Meeting. All nominees are currently Directors elected at the 2023 Annual Meeting, except for William J. Davis, who is a new Director nominee.
The Nominating and Governance Committee has recommended the ten 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. Our Board also recognizes the importance of Board refreshment to ensure that it benefits from fresh ideas and perspectives.
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, William J. Davis for election as a Director at the 2024 Annual Meeting. Mr. Davis will be our third new director elected since 2022.
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Mr. Davis is a seasoned executive leader with skilled experience in strategic planning, finance, transformations, enterprise systems, mergers and acquisitions, and complex corporate transactions. Mr. Davis will provide our Board with extensive knowledge in the areas of education technology, enterprise solutions, digital transformation and both business-to-business and business-to-customer environments. Mr. Davis also will bring to our Board further financial expertise and public company, corporate governance and audit committee experience. His experience in these areas will provide invaluable insight and add strong leadership capabilities and skills to our Board.
By nominating Mr. Davis, the Board of Directors intends to increase the size of the Board of Directors from nine to ten.
The names of the nominees for election to the Board of Directors and certain information about such nominees 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 Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”
| Andrew B. Cohen Vice Chairman, Independent Director
| ||
| Age: 52 Director since: 2013 Vice Chairman
Committees: • Compensation • Nominating &
Current U.S. Public • Republic First
Prior U.S. Public • None |
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. | |
| William J. Davis Independent Director Nominee
| ||
| Age: 56 Director since: —
Current U.S. • None
Prior U.S. Public • None |
Mr. Davis is the President and Chief Executive Officer of ABC Fitness Solutions, LLC, a provider of technology and related services for the fitness industry, which he joined in 2019. Before then, Mr. Davis was the Chief Financial Officer of Paycor, Inc., a payroll and human capital management solution provider, from 2017 to 2019, and Chief Financial Officer of Blackboard, Inc., a global enterprise education technology provider, from 2012 to 2016. Additionally, Mr. Davis was Chief Financial Officer of Veradigm, Inc. (formerly Allscripts Healthcare Solutions), a healthcare information technology provider, from 2002 to 2012, and of Lante Corporation, a technology consulting firm, from 1999 to 2012. From 1991 to 1999, Mr. Davis was a member of the Technology Group of PricewaterhouseCoopers LLP. Mr. Davis currently serves on the Boards of Directors of ABC Fitness Solutions, Eptura, Inc., The Jack & Jill Late Stage Cancer Foundation, the Health & Fitness Association (HFA), and on the Board of Trustees of the University of Cincinnati Foundation. Previously, he was a Board member and Audit Committee Chair of Catamaran Corporation. Mr. Davis is a certified public accountant and earned a Bachelor’s degree in Accounting from the University of Cincinnati and an M.B.A. from Northwestern University. | |
2024 Proxy Statement 3
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| Pedro del Corro Independent Director
| ||
| Age: 66 Director since: 2017
Committees: • Compensation • Education
Current U.S. Public • None
Prior U.S. Public • None |
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 Independent Director
| ||
| Age: 68 Director since: 2023
Committees: • Audit and Risk • Education
Current U.S. Public • None
Prior U.S. Public • None |
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). | |
| Kenneth W. Freeman Chairman, Independent Director
| ||
| Age: 73 Director since: 2017 Chairman since: 2019 Lead Independent Director: 2018
Committees: • Audit and Risk • Compensation • Nominating &
Current U.S. Public • None
Prior U.S. Public • None |
Mr. Freeman has been President Ad Interim of Boston University since August 2023, 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. From September 2022 to July 2023, Mr. Freeman served as Vice President and Associate Provost of 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 and Lightcast. Mr. Freeman earned a B.S.B.A. from Bucknell University and an M.B.A. from Harvard Business School. | |
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| Barbara Mair Independent Director
| ||
| Age: 62 Director since: 2022
Committees: • Audit and Risk • Education (Chair)
Current Public • None
Prior U.S. Public • None |
Ms. Mair has been a partner of Smart Force, a provider of digital business solutions, since 2019. Before then, Ms. Mair was a partner of Workforce Digital, a robotic process automation company, from 2018 to 2019 and a partner in Muktek, a provider of coding bootcamp programs, from 2017 to 2019. From 2012 to 2015, Ms. Mair served as the chief executive officer of Universidades Aliat, a network of universities in Mexico, where she first joined as chief operating officer in 2011. Before then, Ms. Mair served as a partner of Medida y Compas S.C., a strategic consulting firm, from 2003 to 2010, and she held general manager roles at HP from 2002 to 2003 and at Compaq Computer Corporation from 1993 to 2002. Ms. Mair began her career at Unisys, where she held various systems, marketing, and sales management positions from 1984 to 1993. Ms. Mair has served on various public, private and nonprofit boards of directors in Mexico since 2001. Ms. Mair earned a B.A. from Dartmouth College and a Masters of Technology in Education from University of British Columbia. | |
| George Muñoz Independent Director
| ||
| Age: 72 Director since: 2013
Committees: • Audit and Risk • Compensation
Current U.S. Public • Altria Group, Inc.
Prior U.S. Public • Marriott • Anixter |
Mr. Muñoz has been a principal in the Washington, D.C.-based investment banking firm Muñoz Investment Banking Group, LLC since 2001. Mr. Muñoz also has 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 2001. Mr. Muñoz was the Chief Financial Officer and Assistant Secretary of the U.S. Treasury Department from 1993 to 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 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 Altria Group, Inc. and a Trustee of the National Geographic Society, and served as a director of Marriott International, Inc. from 2002 to 2023 and Anixter International, Inc. from 2004 to 2020. Mr. Muñoz earned a B.B.A. from the University of Texas, a J.D. and a Master of Public Policy from Harvard University, an LL.M. in Taxation from DePaul University, and a Master of Arts (Theology) from Catholic Distance University. | |
| Dr. Judith Rodin Independent Director
| ||
| Age: 79 Director since: 2013
Committees: • Education • Nominating &
Current U.S. Public • Athena Technology
Prior U.S. Public • None |
Dr. Rodin served as the president of The Rockefeller Foundation from 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. Dr. Rodin currently is a member of the board of directors of Athena Technology Acquisition Corp. II. Dr. Rodin served as a member of the board of directors of AMR Corporation (and a member of its audit committee) from 1997 to 2013, Comcast Corporation (and a member of its audit and compensation committees) from 2002 to 2018, and Citigroup Inc. (and a member of its compensation committee) from 2004 to 2017. Dr. Rodin currently 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. | |
2024 Proxy Statement 5
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| Eilif Serck-Hanssen President and Chief Executive Officer, Director
| ||
| Age: 58 Director since: 2018
Committees: • None
Current U.S. Public • None
Prior U.S. Public • None |
Mr. Serck-Hanssen has served as our Chief Executive Officer since January 2018 and became our President in July 2019. From March to December 2017, Mr. Serck-Hanssen served as our President and Chief Administrative Officer as well as our Chief Financial Officer. From 2008 to March 2017, Mr. Serck-Hanssen served as our Executive Vice President and Chief Financial Officer. Before joining the Company, Mr. Serck-Hanssen served as Chief Financial Officer and President of International Operations at XOJET, Inc. and was part of the team that founded premium airline, Eos Airlines, Inc., where he served Executive Vice President and Chief Financial Officer. Prior to starting Eos Airlines, Mr. Serck-Hanssen served in several 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. Before 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.S. in civil engineering from the Western Norway University of Applied Sciences, a B.A. in management science from the University of Kent at Canterbury (United Kingdom), and an M.B.A. from the University of Chicago Booth School of Business. | |
| Ian K. Snow Independent Director
| ||
| Age: 54 Director since: 2007
Committees: • Compensation • Nominating &
Current U.S. Public • None
Prior U.S. Public • None |
Mr. 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., Cascade Environmental LLC, ECRM, LLC, FeraDyne Outdoors, LLC, HCTec, 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. from Georgetown University. | |
Corporate Governance
Directors Designated by Certain of the Wengen Investors under the Wengen Securityholders Agreement
Our Board of Directors currently consists of nine persons, two 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 Securityholders Agreement”), among the Company, Wengen Alberta, Limited Partnership, an Alberta limited partnership (“Wengen”), and certain other parties thereto. Under the Wengen Securityholders Agreement, Cohen Private Ventures, LLC (“CPV”) is entitled to designate one of our directors so long as it owns at least 8,035,713 shares held through or acquired from Wengen. Mr. Cohen currently serves as the CPV-designated director. Pursuant to the Wengen Securityholders Agreement, in the event that CPV ceases to own its minimum number of shares, the selected director designee shall offer his or her resignation and such party shall no longer be entitled to designate a director to our Board of Directors.
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Additionally, 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 the 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.
Director Independence
Pursuant to our Corporate Governance Guidelines, our Board of Directors evaluated the independence of all Directors and our 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’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 upon the recommendation of the Nominating and Corporate Governance Committee, our Board of Directors affirmatively determined that all of the Director nominees are independent under Nasdaq rules for purposes of serving as a Director, except for Mr. Serck-Hanssen, our President and Chief Executive Officer.
Board Composition and Diversity
Except with respect to the directors designated pursuant to the Wengen Securityholders Agreement, as documented in the Company’s Corporate Governance Guidelines, the 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 willingness 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 an 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 Board 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, 33% of our directors were women or racially or ethnically diverse individuals. We believe that our current directors embody a diverse range of viewpoints, professional experiences, skills and backgrounds, in addition to high standards of personal and professional ethics and valuable knowledge of our business and our industry.
2024 Proxy Statement 7
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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 Rule 5605.
| Board Diversity Matrix (as of April 2, 2024) |
Board Diversity | |||||||||||||||||
| Total Number of Directors |
9 |
|
||||||||||||||||
| Gender | Female | Male | Non- Binary |
Did Not Disclose Gender |
||||||||||||||
| Directors |
2 |
|
7 |
|
– |
|
– |
|||||||||||
| Demographic Background | ||||||||||||||||||
| African American or Black |
– |
|
– |
|
– |
|
– |
|||||||||||
| Alaskan Native or Native American |
– |
|
– |
|
– |
|
– |
|||||||||||
| Asian |
– |
|
– |
|
– |
|
– |
|||||||||||
| Hispanic or Latinx |
|
1 |
|
– |
|
– |
| |||||||||||
| Native Hawaiian or Pacific Islander |
– |
|
– |
|
– |
|
– |
|||||||||||
| White |
1 |
|
6 |
|
– |
|
– |
|||||||||||
| 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 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 separated the roles of Chairman and Chief Executive Officer (“CEO”) in 2018. Our Board of Directors believes that this leadership structure, as shown below, effectively allocates authority, responsibility and oversight between management and members of our Board of Directors and that our stockholders are best served with this structure in place.
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| Kenneth W. Freeman Chairman of the Board |
Eilif Serck-Hanssen President and CEO | |
| Primary Responsibilities • Focuses on Board oversight, functioning and governance matters • Presides at Board and meetings • Reviews and approves Board agendas • Provides advice and counsel to the President and CEO |
Primary Responsibilities • Leads the Company’s business and is responsible for the Company’s short- and long-term performance • Leads the development and execution of the Company’s strategy • Cultivates and advances the Company’s culture and values • Evaluates and develops the Company’s executive leaders and succession plans | |
Board Attendance
During 2023, our Board of Directors held seven meetings and its committees collectively held 22 meetings. All of our Directors attended at least 75% of Board and applicable committee meetings in 2023. Directors are expected to attend all Board and Committee meetings, as well as our annual meeting of stockholders. Each current Director attended the 2023 annual meeting of stockholders.
Board Committees
To support effective corporate governance, our Board of Directors delegates certain responsibilities to its committees, who report on their activities to the Board. Our Board has four standing committees: an Audit and Risk Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and an Education Committee. The current members and chairs of our committees, the number of meetings held in 2023 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.”
| Director |
Audit and Risk | Compensation | Nominating and Corporate Governance |
Education | ||||
| Andrew B. Cohen |
C |
M |
||||||
| Pedro del Corro |
M |
M | ||||||
| Aristides de Macedo |
M |
M | ||||||
| Kenneth W. Freeman |
M |
M |
M |
|||||
| Barbara Mair |
M |
C | ||||||
| George Muñoz |
C* |
M |
||||||
| Dr. Judith Rodin |
C |
M | ||||||
| Eilif Serck-Hanssen |
||||||||
| Ian K. Snow |
M |
M |
||||||
| Number of meetings during 2023 |
8 |
5 |
5 |
4 | ||||
C – Chair M – Member * Audit committee financial expert
Audit and Risk Committee Key Responsibilities:
| • | Monitors the Company’s financial reporting processes and internal controls over financial reporting |
| • | Reviews the Company’s annual audited and quarterly financial statements and earnings releases |
| • | Appoints, evaluates and approves compensation of the Company’s independent registered public accounting firm |
| • | Receives reports from the Company’s head of internal audit on the annual audit plan, scope of work, and the results of internal audits |
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| • | 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 monitor and control such risks, including strategic, operational, legal, regulatory and cybersecurity risks |
| • | 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 has sufficient knowledge in financial and auditing matters under Nasdaq rules and that each of Mr. Muñoz and Mr. Davis is an “audit committee financial expert” as defined by the SEC.
Compensation Committee Key Responsibilities:
| • | Reviews and advises the Board regarding the Company’s overall compensation philosophy, policies and plans |
| • | Reviews and approves the compensation for the Company’s Chief Executive Officer and other executive officers |
| • | Makes recommendations to the Board regarding the establishment and terms of the Company’s incentive and equity compensation plans and administers such plans |
| • | Approves grants of equity awards 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 |
| • | Reviews and discusses with management the Company’s Compensation Discussion and Analysis |
| • | Annually reviews non-employee director compensation and recommends changes, when relevant, to the Board |
Nominating and Corporate Governance Committee Key Responsibilities:
| • | Establishes criteria for selecting director candidates and identifies individuals qualified to become directors, as needed |
| • | Recommends to the Board of Directors candidates for election to the Board |
| • | Considers committee member qualifications, appointment and removal |
| • | Reviews and recommends to 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 matters and the Company’s public benefit corporation obligations |
| • | Provides oversight of the annual evaluation of the Board of Directors and each committee |
| • | Reviews the Company’s Corporate Governance Guidelines at least annually and recommends any proposed changes to the Board for approval |
Education Committee Key Responsibilities
| • | Reviews the Company’s education strategy, offerings, policies and procedures in furtherance of the Company’s mission and strategic plan |
| • | Reviews the status of certification, accreditation and quality assurance reviews |
| • | Reviews analyses of data measuring quality and effectiveness |
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| • | Receives reports from management on the development and implementation of academic programs, certificates, degrees, student experience and outcomes, technology infrastructure, partnerships, faculty development and products or services |
| • | Reviews and discusses with management development and deployment of online, hybrid and distance learning |
Code of Conduct and Ethics
We have adopted a code of conduct and ethics (the “Code of Conduct”) that applies to all of our employees, directors, officers, and full- and part-time employees and faculty. Our Code of Conduct and related policies outline requirements related to our ethical standards, conflicts of interest, employee trading activities, whistleblowing responsibilities and protections, anti-bribery and corruption controls, privacy, data security, and sanctions and trade control laws. We perform ongoing training and awareness activities to ensure these policies and requirements are well understood across the organization. This includes mandatory ethics and compliance training and certifications for all employees and onboarding sessions held with new hires.
We encourage our employees, faculty members, students and others to ask questions or raise concerns related to our Code of Conduct, potential violations or other ethics or compliance issues. We have a zero tolerance, non-retaliation policy. Our 24-hour reporting hotline is administered through a third-party to offer anonymity to anyone reporting such issues. Information about our whistleblower policy and practices are included in the Code of Conduct. All reports, which are reviewed by the Audit and Risk Committee each quarter, are investigated promptly, thoroughly and fairly, and appropriate action is taken whenever necessary.
The Code of Conduct is available on our website at http://investors.laureate.net under “Leadership & Governance.” If we ever were to amend or waive any provision of the Code of Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, we intend to satisfy our 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.
Board and Committee Oversight of Risk Management
We are committed to Board-level oversight of risk management. Our Board of Directors is responsible for assessing the most significant risks facing the Company and overseeing and regularly reviewing management’s plans and actions directed toward the mitigation and/or elimination of such risks in order to support the achievement of growth and business objectives within acceptable risk levels. Our Board of Directors’ role in risk oversight of the Company is consistent with the Company’s leadership structure, with the President and CEO and other members of our executive leadership team having responsibility for assessing and managing the Company’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 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 and its committees to discuss risk management and mitigation. These reports assist in the Board’s oversight of risk management and the ongoing evaluation of management controls. We believe the division of risk management responsibilities described below provides an appropriate framework for evaluating and addressing the risks facing us and that our Board leadership structure supports this approach because it allows our independent directors, through the independent committees and non-executive Chair, to exercise effective oversight of the actions of management.
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| Board | ||||||
| • Significant risks • Risks not overseen by specific committees | ||||||
| Audit and Risk Committee | Compensation Committee | Nominating and Corporate Governance Committee |
Education Committee | |||
| • Risk-related processes and assessments related to major financial and enterprise risk exposures including strategic, operational, legal, regulatory and cybersecurity risks
• Financial, internal controls and other accounting and reporting risks
• Compliance and legal risks
|
• Executive compensation programs and policies |
• Corporate governance principles
• Environmental, social and governance activities |
• Accreditation, academic quality, student experience and outcomes, and faculty development | |||
| • Executive leadership and senior management interaction • Annual enterprise risk management assessment and quarterly risk management updates | ||||||
| Executive Leadership and Senior Management | ||||||
While 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’s various exposures to risk on a day-to-day basis, including the creation of appropriate risk management policies.
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.
Cybersecurity and Information Security Oversight
Cybersecurity is an integral part of risk management at Laureate. Our Board has established oversight mechanisms to ensure effective governance in managing cybersecurity risks because we recognize the significance of these threats to our operational integrity and stakeholder confidence. We have implemented processes for overseeing, identifying and managing material risks from cybersecurity threats and have integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture of cybersecurity risk management. In connection with its oversight of assessment and risk management, the Audit and Risk Committee meets with our Chief Operating Officer (“COO”) and Chief Information Security Officer (“CISO”) on a quarterly basis to review cybersecurity and information security risk management and implications, and our COO and CISO present cybersecurity matters to the Board at least annually.
Systems and process monitoring are essential components of our cybersecurity risk management and information security programs. We utilize industry standard tools and procedures to monitor the information security of systems, networks and information assets, regardless of geographic location, and have implemented key policies and procedures, including but not limited to cybersecurity threat detection and analysis, a framework for materiality determination and a reporting-up process to assist in a disclosure of a material event, if required. In addition, we have defined key roles and responsibilities within our organization to handle material cybersecurity incidents. We have implemented security programs, such as mandatory cybersecurity awareness training for all our employees, simulated phishing emails and tabletop exercises, that are strategically designed and continuously updated to address evolving cybersecurity threats and latest industry trends. These programs, which are held multiple times a year, allow our employees to both identify and address material cybersecurity incidents, utilizing our comprehensive incident response plan.
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Succession Planning
One of the most important duties of our Board is to ensure continuity in our senior leadership by overseeing the retention and development of executive talent and planning for the effective succession of our CEO and the executive leadership team. To ensure that the succession planning and leadership development process supports and enhances our long-term strategic objectives, the Board consults at least annually with our CEO and Senior Vice President, People and Culture on the skills and experience necessary to help achieve our business goals, our organizational needs, our leadership pipeline, the succession plans for critical leadership positions, and our talent development and leadership initiatives. Talent and leadership development, including succession planning, is a top priority of our CEO and the senior executive team. Our CEO seeks input from members of our Board regarding candidates for executive positions and other key roles.
Commitment to Impact
We have a proud history as a purpose and impact-driven company. From being the first Public Benefit Corporation in the world to list on any stock exchange, to being the first multinational company to certify all its subsidiaries as B Corporations. A central belief throughout our history is that the more focused we are on generating market-leading outcomes for students, the better the business performs.
We remain sharply focused on understanding the impact of the student experience – from pre-enrollment through to post-graduation. Our impact is most clearly observed in graduation rates, employability upon graduation, and the overall student experience. This is consistent with the belief upon which Laureate was founded – ‘When our students succeed, countries prosper and society benefits.’
Our mission has consistently focused on expanding access to quality higher education. Central to our ongoing Environmental, Social and Governance (“ESG”) impact strategy is ensuring operations deliver on the promise of both access and quality. As with all companies, our ESG reporting practices continue to evolve, and we are proactively taking steps to prepare for future reporting requirements.
We are committed to operating with the highest ethical standards, promoting strong student outcomes, ensuring transparency when communicating with all stakeholders, and sustaining an unwavering determination to create a positive social impact and deliver on what is promised.
Across Laureate, the measurement and reporting of impact, along with associated risk management, is coordinated across a matrix of governance structures, overseen by our Board of Directors and Executive Leadership Team, including the President and CEO.
Our Board’s Nominating and Corporate Governance Committee has formal responsibility and oversight for our ESG strategy, initiatives, policies, practices, and reporting, including those addressing corporate social responsibility, our public benefit corporation obligations and environmental sustainability. Our Board’s Education Committee is responsible for our education strategy, offerings, policies, and procedures, aligned with our mission to provide access to quality education for our students.
Key structures that ensure comprehensive and consistent oversight, transparency, and leadership of Laureate’s impact include several management committees. Our ESG Committee focuses on the operational coordination of ESG priorities across the company, country, and institutional levels, including sharing best practices and aligning in measurement and reporting. The Academic Quality Committee is dedicated to identifying and monitoring academic outcomes, managing regulatory and accreditation obligations, and fostering collaboration across institutions. Lastly, our Ethics and Compliance Committee is committed to monitoring insights from reports, managing risks, overseeing mandatory training and education, reviewing policies, and strengthening accountability throughout the Company.
We have demonstrated a commitment to creating a positive impact across the communities in which we serve since being founded 25 years ago. Today, we have a robust ESG oversight structure and since 2014 have published an annual summary of our impact. As of 2022, these reports align with the United Nations Sustainable Development Goals (SDGs), honoring our shared responsibility in creating a sustainable and equitable future.
You can read about more about Laureate’s impact and ESG highlights from 2023 at laureate.net/impact. Information contained on our website is not incorporated by reference herein and is not a part of this Proxy Statement.
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Delinquent Section 16(a) Reports
Based on a review of reports filed with the SEC by our directors, executive officers and beneficial owners of more than 10% of our common stock regarding their ownership and transactions in our common stock and written representations from those directors and executive officers, we believe, except as otherwise noted below, that each director, executive officer and beneficial owner of more than 10% of our common stock has filed timely reports under Section 16(a) of the Exchange Act during 2023. Mr. del Corro filed a late Form 4 reporting (i) two transactions in 2021 with respect to the conversion of Class B Common Stock held indirectly through Wengen into Common Stock, (ii) four transactions in 2023 involving the sale of shares held indirectly through Wengen, and (iii) three transactions in 2024 involving the direct and indirect sale of shares of Common Stock to the Company.
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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 2023 named executive officers (“NEOs”) listed below.
| NEOs |
Title | |
| Eilif Serck-Hanssen |
President and Chief Executive Officer | |
| Richard M. Buskirk |
Senior Vice President and Chief Financial Officer | |
| Marcelo Barbalho Cardoso |
Executive Vice President, Chief Operating Officer and Chief Executive Officer, Mexico | |
| Richard H. Sinkfield III |
Chief Legal Officer (formerly) and Chief Ethics & Compliance Officer | |
| * | Mr. Sinkfield stepped down from the role of Chief Legal Officer on April 1, 2024 and is expected to leave his position as Chief Ethics & Compliance Officer upon the earlier of when a successor is named or June 30, 2024. |
The discussion regarding the 2023 compensation of our NEOs is divided into four sections.
| Page: | ||
| 15 | ||
| 16 | ||
| 17 | ||
| 25 | ||
Executive Summary
We delivered another year of strong operating performance in 2023. Our double-digit revenue growth and historic high operating margins were achieved by remaining focused on the strategic priorities we outlined a year ago: Growth; Digital Penetration; Operational Excellence; and Academic Excellence. Under the leadership of our NEOs, we achieved our most critical priorities for 2023, including increasing our organic growth rate, driving financial performance and expanding margins, while delivering on our commitment to academic quality and successful student outcomes.
In 2023, new enrollments increased 10%, and total enrollments were up 6% compared to the prior fiscal year, bringing our total enrollments in Mexico and Peru to 448,900 at year end. On a reported basis, revenue increased 19% to $1,484.3 million. Operating income for the year was $338.8 million compared to $270.0 million for 2022, due to revenue growth and productivity initiatives. Net income for the year was $107.3 million, compared to $69.0 million for 2022.
In addition to favorable financial results, our cash accretive business model and strong balance sheet enabled us to return $110 million of capital to stockholders through a special cash dividend in November 2023. Additionally, we announced a new $100 million stock buyback program in February 2024, underscoring our ongoing commitment to shareholder value creation.
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.
We exceeded our 2023 financial goals set in our annual incentive plan program and paid out an average of 118% of target bonus to our NEOs given our strong results. We also achieved 2023 targets under our performance share unit grants and vested 100% of the 2023 tranches. For further details regarding 2023 compensation outcomes, under “— Executive Compensation Program,” see “— Annual Incentive Plan — 2023 AIP Outcomes,” and “— Long-Term Incentive Plan: Stock-Based Compensation — 2023 PSU Outcomes.”
The Compensation Committee believes that the 2023 compensation of our NEOs is commensurate with our size and performance, the significant scope of their roles and responsibilities, and their strong leadership.
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Compensation Governance
Highlights of Governance and Design Feature
We are committed to sound executive compensation 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 incentives | |||||
| ✓ | Consider guidance from an independent compensation consultant | |||||
| ✓ | Maintain stock ownership guidelines for executive officers | |||||
| ✓ | 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 |
|||||
Pay Governance Process
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 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 Compensation Committee, CEO and management, in consultation with the Compensation Committee’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 |
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Independent Compensation Committee Consultant
The Compensation Committee has retained Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant since 2019. Meridian reports directly to the Compensation Committee and does 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’s independent compensation consultant, Meridian provides the Compensation Committee with advice regarding the design of our executive compensation program; provides market reviews of compensation levels for our NEOs; reviews and provides an annual assessment of the material risks associated with our compensation programs and policies; provides expert knowledge of regulatory developments and best practices relating to executive compensation 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.
Consideration of Non-Binding Advisory Stockholder Vote on Compensation
In making executive compensation determinations, the Compensation Committee also considers the results of the non-binding, advisory stockholder votes on our executive compensation program. Our stockholders approved our executive compensation program with 95.2% of votes cast for the say-on-pay proposal in our 2023 Proxy Statement. The Compensation Committee is mindful of our stockholders’ endorsement of the Compensation Committee’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’s and future advisory stockholder votes regarding our executive compensation program.
Executive Compensation Program
Compensation Philosophy, Strategy and Principles
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; |
| • | a clear emphasis on long-term organizational financial stability and viability; and |
| • | securing and safeguarding the talent to manage and continue to achieve our stated business 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 in 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. |
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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’s tenure, skills and experience; |
| • | expected contributions of each executive; |
| • | future potential; and |
| • | achievement of previously established corporate performance objectives. |
Executive Compensation Pay Components
Fixed vs. Variable Pay
Our executive compensation program is predominantly composed of three main components: base salary, an annual incentive plan and a long-term equity incentive plan. To ensure alignment with our pay for performance philosophy, we focus our executive compensation program on variable pay while also providing competitive fixed base salaries to promote both short-term and long-term retention and performance.
Pay Mix
The charts below show the Annual Target Compensation for our CEO and Average Annual Target Compensation for other NEOs (excluding our CEO) at year end 2023.
Base Salary
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 and market data.
On at least an annual basis, the Compensation Committee evaluates whether each NEO’s salary is keeping pace with inflation and market conditions and adequately reflects the NEO’s overall contributions to the Company.
In February 2023, the Compensation Committee reviewed the base salary of each of our NEOs and determined to (i) maintain the base salary of Mr. Serck-Hanssen (representing the fifth year of no salary increase for Mr. Serck-Hanssen) in light of our company profile and size and a market review of compensation levels, and (ii) to increase the base salary of the other NEOs as follows: Mr. Buskirk – 11.24%, Mr. Cardoso – 10.00% and Mr. Sinkfield – 2.29%, taking into account a market review of compensation levels and regional inflation considerations.
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Annual Incentive Plan
Our annual incentive plan (“AIP”) is intended to recognize measures of overall company performance and profitability. The 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 responsibility is based on Laureate’s overall business results. The organizational multiplier for executives with regional responsibility is generally based on their regional results.
The four selected metrics used to determine the organizational multiplier for the AIP, as defined in the table 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.
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 and the reason for the heaviest weighting. Year-to-year growth in revenues indicates a strong base for future growth. New enrollment indicates that there is continued interest in our institutions and can be a leading indicator of future revenue levels. Unlevered free cash flow is an important measure of the Company’s ability to generate cash flows. Because of the Compensation Committee’s focus on growth components, the weighting of Unlevered Free Cash Flow is the lightest.
The 2023 AIP was designed so that a multiplier would be applied to the respective weight of each metric, which proportionally reduced or increased a participant’s award depending upon the extent to which the goal for each metric was achieved, as set forth in the table below. For performance percentages between the levels set forth in the table, the resulting payout percentage is interpolated on a linear basis.
| Levels of Performance |
Percent Payout |
Performance Against Plan | Adjusted Financing EBITDA(1) |
Revenues(2) | New Enrollments(3) |
Unlevered Cash Flow(4) |
||||||||||||||||
| Weight | 40% | 30% | 20% | 10% | ||||||||||||||||||
| Maximum |
200% | Percent of Target | 115% | 110% | 115% | 120% | ||||||||||||||||
| Target |
100% | Value for 100% Payout | Target | Target | Target | Target | ||||||||||||||||
| Threshold |
0% | Percent of Target | 85% | 90% | 85% | 80% | ||||||||||||||||
| (1) | 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. 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. |
| (2) | Revenues is defined as fees generated from our provision of educational services and products before any costs or expenses are deducted. For purposes of the AIP, revenues excludes the impact of foreign currency exchange rates as compared to spot exchange rates assumed in our internal budgets. |
| (3) | New enrollments is defined as 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. |
| (4) | Unlevered free cash flow, a non-GAAP measure, is defined as operating cash flow less capital expenditures, plus net cash interest. For purposes of the AIP, unlevered free cash flow excludes the impact of foreign currency exchange rates as compared to the spot exchange rates assumed in our internal budgets |
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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 involve the achievement of objectives that optimize important strategies and often include nonfinancial objectives such as positive student outcomes, achieving the highest academic and operational standards and regulatory compliance, and building succession plan pipelines and high-performance cultures.
The AIP includes certain important features, 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 2023 AIP award opportunity.
Certain Adjustments in Measuring Performance
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 Flow (for the corporate level metric) and Revenue 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 Compensation Committee’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 and Unlevered Free Cash Flow include certain extraordinary and non-recurring items (such as natural disasters or social unrest). No such adjustments were made in calculating the 2023 AIP bonus results.
2023 AIP Outcomes
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’s assessment of each NEO’s individual performance and our overall performance when measured against the goals established by the Compensation Committee for the 2023 AIP metrics and individual objectives.
For Messrs. Serck-Hanssen, Buskirk and Sinkfield, 2023 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 2023 performance by the corporate NEOs.
| Corporate AIP |
||||||||||||||||||||
| Performance Metric |
2023 Target |
Weighted Target as % of Award |
Weighted Target as Component |
2023 Actual Performance |
2023 Actual Payout % |
|||||||||||||||
| Organizational multiplier metrics |
||||||||||||||||||||
| Adjusted Financing EBITDA* |
$ 375.8 | 32 | % | 40 | % | $ 380.2 | 43 | % | ||||||||||||
| Revenues* |
$ 1,323.5 | 24 | % | 30 | % | $ 1,344.3 | 35 | % | ||||||||||||
| New Enrollments |
232,784 | 16 | % | 20 | % | 240,900 | 25 | % | ||||||||||||
| Unlevered Free Cash Flow* |
$ 181.9 | 8 | % | 10 | % | $ 184.8 | 11 | % | ||||||||||||
| 80 | % | 100 | % | 113 | % | |||||||||||||||
| * | In millions |
For Mr. Cardoso, as a result of serving as Chief Operating Officer and Chief Executive Officer, Mexico during 2023, the organizational multiplier component of his 2023 AIP award was based 50% on corporate level
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performance and 50% on the performance of the Mexico business. The resulting combined organizational multiplier was 130%. The following table contains the goal for each operational metric used to determine the Mexico component of the organizational multiplier for the AIP award earned in respect of 2023 performance by Mr. Cardoso.
| Mexico AIP |
||||||||||||||||||||
| Performance Metric |
Target | Weighted Target as % of |
Weighted Target as % of Corporate |
2023 Actual |
2023 Actual Payout |
|||||||||||||||
| Organizational multiplier metrics |
||||||||||||||||||||
| Adjusted Financing EBITDA* |
$ 138.7 | 32 | % | 40 | % | $ 152.8 | 60 | % | ||||||||||||
| Revenues* |
$ 650.7 | 24 | % | 30 | % | $ 675.6 | 41 | % | ||||||||||||
| New Enrollments |
148,495 | 16 | % | 20 | % | 153,800 | 25 | % | ||||||||||||
| Unlevered Free Cash Flow* |
$ 56.4 | 8 | % | 10 | % | $ 75.2 | 20 | % | ||||||||||||
| 80 | % | 100 | % | 147 | % | |||||||||||||||
| * | In millions |
In determining the 2023 AIP payments, the Compensation Committee considered 2023 results with respect to each performance metric and as a percentage of the applicable goal. The Compensation Committee believes that the average of the approved individual performance multipliers of 120% and above-target 2023 payouts for the NEOs, as shown in the table below, appropriately reflect the significant achievements of outperforming key budgeted performance metrics, increasing our organic growth rate and expanding margins, while maximizing academic quality and successful student outcomes. The table below provides information relating to the 2023 target and actual AIP payments for each of the NEOs.
| Executive |
2023 Base Salary ($) |
Target 2023 AIP Award as a % of 2023 Base |
Target 2023 AIP Award ($) |
Approved Organizational Multiplier(1) |
Actual ($) |
Actual Award as a % of Target Award | ||||||
| Eilif Serck-Hanssen(2) |
850,000 | 130% | 1,105,000 | 113% | 1,266,772 | 115% | ||||||
| Richard M. Buskirk |
445,000 | 100% | 445,000 | 113% | 600,000 | 115% | ||||||
| Marcelo Barbalho Cardoso(3) |
460,154 | 100% | 460,154 | 130% | 607,219 | 132% | ||||||
| Richard H. Sinkfield III |
445,000 | 100% | 445,000 | 113% | 492,348 | 110% | ||||||
| (1) | Applied to 80% of Target 2023 AIP Award amount. |
| (2) | For additional information regarding Mr. Serck-Hanssen’s 2023 compensation, see “— NEO Agreements and Severance Arrangements — Agreement with Mr. Serck-Hanssen.” |
| (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 2023 at 0.200154. |
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”) 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 our ability 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 the Company’s stock.
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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 2023, the Committee approved annual grants of performance share units (“PSUs”) and restricted stock units (“RSUs”) to our 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. The PSUs awarded in 2021 and 2022 vested in three equal annual installments over a three-year period, subject to the achievement of certain performance measures in the first and second years, with the third year of vesting subject to continued employment with the Company on the vesting date. In February 2023, the Compensation Committee approved an updated PSU design replacing the third year of time-based vesting, which had been implemented in 2021 due to the lack of visibility into longer-term performance as a result of the COVID-19 pandemic, with performance-based vesting given the Compensation Committee’s determination that Company now had more visibility into longer-term performance than it did during the pandemic.
| Award Type |
% of LTI |
Description | ||||
| 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.
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 2023, with PSU and RSU grants vesting over fiscal years 2023, 2024 and 2025:
| Executive |
Target LTI Value (as a % of Prior |
Target LTI Value ($) |
Units (#) | |||||||||||||
| Base Salary) | PSUs | RSUs | ||||||||||||||
| Eilif Serck-Hanssen(1) |
270 | % | $ | 2,300,000 | 102,632 | 102,632 | ||||||||||
| Richard M. Buskirk(2) |
150 | % | $ | 600,000 | 28,197 | 28,197 | ||||||||||
| Marcelo Barbalho Cardoso |
150 | % | $ | 608,726 | 28,606 | 28,606 | ||||||||||
| Richard H. Sinkfield III |
75 | % | $ | 333,750 | 15,333 | 15,333 | ||||||||||
| (1) | For additional information regarding Mr. Serck-Hanssen’s 2023 compensation, see “— NEO Agreements and Severance Arrangements — Agreement with Mr. Serck-Hanssen.” |
| (2) | In February 2023, the Compensation Committee, in light of the Company’s current size and profile and taking into consideration market compensation data, approved an increase Mr. Buskirk’s target LTI amount from 100% to 150%. |
For additional information on all 2023 and outstanding equity grants to the NEOs, see the “Grants of Plan-Based Awards” table and the “Outstanding Equity Awards at Fiscal Year-End” table under “2023 Executive Compensation Tables.”
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2023 PSU Outcomes
In February 2024, the Compensation Committee determined, based on 2023 financial results, that 100% vesting under the following PSUs that were granted on an annual basis to certain executives, including the NEOs, had been achieved with respect to 2023 performance. Accordingly, the 2023 tranche of the PSUs granted in 2022 and 2023 vested and were settled in shares of our common stock in March 2024. PSUs granted in 2021 provided for time-based vesting for 2023 and were not subject to performance vesting. The table below provides information relating to the achievement of PSU vesting with respect to fiscal year 2023 targets.
| Year of PSU Grant for 2023 Tranche |
2023 Performance Metric | Target | 2023 Actual Performance |
Vesting | ||||||
| 2022 |
Adjusted EBITDA Margin Total Enrollment |
27.0% 424,000 |
28.2% 448,900 |
|
100 100 |
% % | ||||
| 2023 |
Adjusted EBITDA Margin Total Enrollment |
27.7% 440,000 |
28.2% 448,900 |
|
100 100 |
% % | ||||
Additional Cash Bonuses
To recognize and reward 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 the Board of Directors, approve additional cash awards to employees, including the NEOs. At appropriate times the Compensation Committee determines whether any such awards are deemed warranted and, if so, in what amount. In 2023, no such awards were made.
Benefits
We provide various employee benefit programs to our employee NEOs, including medical, dental, life/accidental death and dismemberment, 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. Mr. Serck-Hanssen was provided with individual supplemental executive long-term disability coverage.
NEO Agreements and Severance Arrangements
Agreement with Mr. Serck-Hanssen
On November 8, 2023, we entered into an employment letter agreement (the “CEO Letter Agreement”) with Mr. Serck-Hanssen, our President and Chief Executive Officer, which amended and restated the terms and conditions of the previously disclosed letter agreement dated as of October 9, 2022 (the “Prior Agreement”), which itself had amended the terms of the previously disclosed corporate retention bonus program (the “Corporate Retention Program”) adopted in connection with the Company’s decision to explore strategic alternatives for each of its businesses.
The CEO Letter Agreement provides for (i) annual base salary of $850,000 (pro-rated for partial years), (ii) an annual target bonus opportunity equal to 130% of annual base salary for fiscal 2023 and continuing for each fiscal year thereafter during the employment term, (iii) in connection with entry into the CEO Letter Agreement, an equity grant with an aggregate grant date value equal to $600,000, comprised of 50% restricted stock units and 50% performance share units, subject to the same terms and conditions as the restricted stock units and performance share units granted by the Company to Mr. Serck-Hanssen in February 2023, and (iv) an annual target long term incentive equity award with a grant date value of $2,550,000 commencing with the Company’s regular annual equity grant cycle for fiscal 2024, and continuing for each subsequent fiscal year during the employment term.
Under the CEO Letter Agreement, Mr. Serck-Hanssen is eligible to receive enhanced severance benefits consistent with the amount of the enhanced severance benefits provided under the Corporate Retention Program and Prior Agreement (including accelerated vesting of outstanding equity awards) in connection with a termination by the Company without “Cause” (as defined in the Executive Severance Policy) or Mr. Serck-Hanssen’s resignation for “Modified Good Reason” (as defined below) on or prior to April 7, 2025 (the “CEO Special Severance Period”). Subject to Mr. Serck-Hanssen’s (i) execution and non-revocation of a separation and release agreement in favor of the Company and (ii) continued compliance with restrictive covenants to which he is subject
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or bound with respect to the Company, Mr. Serck-Hanssen will receive the following payments and benefits in connection with a qualifying termination:
| • | Two times the sum of base salary and target bonus (each determined as the greater of the amount stated in the CEO Letter Agreement or in effect as of the date of termination), payable in substantially equal installments over the 18-month period following termination, in accordance with the Company’s regular payroll practices; |
| • | A pro-rated annual bonus, based on the target bonus for the year of termination, payable in a lump sum (the “CEO Pro Rata Bonus”); |
| • | Accelerated vesting or settlement of all then-outstanding and non-forfeited awards granted under the Company’s 2013 Plan or any successor Company equity incentive plans (with performance targets deemed attained at target); |
| • | Company payment of the employer portion of COBRA premiums for 18 months following the date of termination (or until Mr. Serck-Hanssen becomes eligible to receive health benefits from a subsequent employer or fails to pay the required active employee portion of the COBRA premium cost); and |
| • | Outplacement services for up to nine months following termination of employment. |
If the Company terminates Mr. Serck-Hanssen’s employment without “Cause” or Mr. Serck-Hanssen resigns for “Modified Good Reason” after April 7, 2025, he will be eligible to receive severance benefits under and subject to the Executive Severance Policy; provided that he will also receive a CEO Pro Rata Bonus in connection with (i) a qualifying termination on or at any time during the 12-month period following a change in control or (ii) a termination by reason of death or “Disability” (as defined in the Executive Severance Policy) at any time.
Under the CEO Letter Agreement, “Modified Good Reason” was amended to mean (i) a reduction in Mr. Serck-Hanssen’s base salary, annual target bonus opportunity or annual target long term incentive equity grant date value, (ii) an adverse change to Mr. Serck-Hanssen’s title, or (iii) a relocation of Mr. Serck-Hanssen’s principal employment location to a location that is more than fifty (50) miles from such principal employment location as of the date of the CEO Letter Agreement. In addition, Mr. Serck-Hanssen will be deemed to have “Modified Good Reason” during the period commencing January 15, 2025 and ending February 25, 2025.
Agreement with Mr. Cardoso
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, as amended, 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 currently remains eligible to receive severance benefits pursuant to the Executive Severance Policy. The Cardoso Agreement was subsequently amended to assign it to a consulting company owned by Mr. Cardoso and to reflect Mr. Cardoso’s annual compensation increases.
On September 18, 2023, the Company and Mr. Cardoso entered into a Fourth Amendment to the Cardoso Agreement pursuant to which a reduction in future severance, equal to the 2021 statutory severance amount Mr. Cardoso received in connection with the sale of the Company’s Brazil business, was eliminated.
Severance Policy
The Company’s Severance Policy for Executives (the “Executive Severance Policy”), which applies to all current NEOs, provides severance benefits in connection with a “qualifying termination,” which is defined to mean a termination of employment: (i) prior to a “change in control” by the Company other than for “cause”; and (ii) on or within the 12-month period after a “change in control” by the Company other than for “cause” or by the executive officer for “good reason.” For a detailed description of the Executive Severance Policy and a discussion of the severance benefits available to the NEOs, see “ — 2023 Executive Compensation Tables — Potential Payments upon Termination or Change in Control.”
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In 2020, in connection with the Strategic Review, previously disclosed cash retention bonuses and enhanced 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 Policy. In accordance with the 2020 letter agreements, such enhanced severance arrangement terminated on April 7, 2023, other than for Mr. Serck-Hanssen as explained above.
Policies and Other Considerations
Stock Ownership Guidelines
We recognize the importance of utilizing quantifiable standards to ensure that our 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 Ownership Guidelines”) require executives, including our 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:
| • | common 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 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.
Anti-Hedging and Anti-Pledging Policy
We prohibit employees, executive officers and directors from engaging in any form of hedging transaction or holding our securities in margin accounts, or pledging Laureate securities as collateral for loans.
Compensation Program Risk Considerations
In consultation with its independent compensation consultant and management, the Compensation Committee conducts an annual assessment of potential risks arising from its compensation programs and policies applicable to all employees, including the NEOs. Based on its assessment in 2023, the Compensation Committee 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; |
| • | 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. |
2024 Proxy Statement 25
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Clawback Policy
We adopted a clawback policy in September 2023 that complies with the new SEC rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Nasdaq rules. The newly adopted policy provides that the Company will seek recovery, in the event of a required accounting restatement, of erroneously awarded incentive-based compensation received by current and former executive officers, subject to limited exceptions. Additionally, our equity incentive awards contain compensation recovery/clawback provisions that authorize the cancellation and/or reduction of outstanding awards and the return of shares and/or cash paid and/or gain realized from an award, if the NEOs, other executives or employees violate confidentiality, non-competition, and non-solicitation provisions set forth in the applicable award agreement.
Tax and Accounting Implications
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.
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 stockholders.
Compensation Committee Report
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’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
COMPENSATION COMMITTEE
Andrew B. Cohen, Chair
Pedro del Corro
Kenneth W. Freeman
George Muñoz
Ian K. Snow
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2023 Executive Compensation Tables
Summary Compensation Table
The following table sets forth information regarding the compensation of our NEOs for 2023, 2022 and 2021.
| Name and Principal Position |
Year | Salary ($)(1) |
Bonus ($) |
Stock Awards ($)(2) |
Option ($) |
Non-Equity Incentive Plan Compensation ($)(3) |
All Other |
Total ($) |
||||||||||||||||||||||||
| Eilif Serck-Hanssen President and Chief Executive Officer |
|
2023 2022 2021 |
|
|
850,000 850,000 850,000 |
|
|
— — 2,000,000 |
|
|
2,300,008 2,550,024 2,550,017 |
|
|
— — — |
|
|
1,266,772 1,521,497 1,906,611 |
|
46,486 55,311 12,309 |
|
4,463,266 4,976,832 7,318,937 |
| ||||||||||
| Richard M. Buskirk Senior Vice President and Chief Financial Officer |
|
2023 2022 2021 |
|
|
437,504 396,688 375,000 |
|
|
— — 666,667 |
|
|
600,032 380,007 380,019 |
|
|
— — — |
|
|
510,148 573,445 655,667 |
|
13,200 12,200 8,700 |
|
1,560,884 1,362,340 2,086,053 |
| ||||||||||
| Marcelo Barbalho Cardoso(5) Executive Vice President, Chief Operating Officer and Chief Executive Officer, Mexico |
|
2023 2022 2021 |
|
|
450,500 396,843 423,654 |
|
|
— — 350,000 |
|
|
608,736 503,151 516,554 |
|
|
— — — |
|
|
607,219 616,906 941,552 |
|
249,475 236,359 519,216 |
|
1,915,930 1,753,259 2,750,975 |
| ||||||||||
| Richard H. Sinkfield III Chief Legal Officer (formerly) and Chief Ethics & Compliance Officer |
|
2023 2022 2021 |
|
|
443,339 432,530 420,000 |
|
|
— 284,375 666,667 |
|
|
326,286 315,015 315,021 |
|
|
— — — |
|
|
492,348 597,531 543,514 |
|
13,200 12,200 8,700 |
|
1,275,173 1,641,651 1,953,902 |
| ||||||||||
| (1) | For Messrs. Buskirk, Cardoso and Sinkfield, the 2023 amount reflects a blended rate resulting from the 2023 base salary increases that became effective on March 1, 2023. |
| (2) | 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, 2023. |
| (3) | For 2023, represents amounts earned under the 2023 AIP. |
| (4) | For Mr. Serck-Hanssen in 2023, includes $13,200 contributed pursuant to our 401(k) matching program, $29,677 in legal fees paid by the Company on his behalf in the connection with negotiation of the CEO Letter Agreement, and $3,609 for executive supplemental disability plan premiums. |
For Messrs. Buskirk and Sinkfield in 2023, represents amounts contributed pursuant to our 401(k) matching program.
For Mr. Cardoso in 2023, pursuant to the Cardoso Agreement, includes $82,538 — related to vacation benefit; $53,054 — related to additional monthly payment benefit; $41,638 — annual car allowance, $36,534 — related to health insurance premiums, $24,927 — related to life insurance premiums, and $4,798 — meal vouchers and transportation. Additionally, includes $5,986 for travel expenses for Mr. Cardoso’s spouse related to a potential relocation.
| (5) | All 2023 amounts for Mr. Cardoso are based on an average foreign currency exchange rate of Brazil Real to U.S. Dollar at 0.200154. |
2024 Proxy Statement 27
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Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table
Employment Arrangements. We have entered into offer letters, promotion letters, or employment, consulting or other agreements with each of the NEOs, which provide for an NEO’s base salary or fee as of the commencement of employment or engagement or upon promotion or other event, the target annual incentive and the long-term incentive equity awards. See “Compensation Discussion and Analysis — Executive Compensation Pay Components — Base Salary” for more information regarding these base salaries for the NEOs.
Annual Incentive Awards. In 2023, annual cash incentive awards were granted under the 2023 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 and Analysis — Annual Incentive Plan” for more information regarding the 2023 AIP.
Long-Term Incentive Awards. In 2023, the Company granted annual long-term incentive awards to the NEOs in the form of PSUs and 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 and Analysis —Executive Compensation Program — Long-Term Incentive Plan: Stock-Based Compensation” for more information regarding these awards.
| • | 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 2023, 2024 and 2025, with earned PSUs vesting, respectively, on March 15, 2024, 2025 and 2026. |
| • | RSUs: The annual grant RSUs vest in three equal annual installments beginning on December 31, 2023. |
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Grants of Plan-Based Awards
The following table sets forth information regarding grants of plan-based awards to our NEOs in 2023:
|
Estimated Future Payouts |
Estimated Future |
All 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 ($)(2) |
|||||||||||||||||||||||||||||||||||
| Name |
Grant Date |
Award Type(1) |
Thresh- old ($) |
Target ($) |
Max- imum ($) |
Thresh- old ($) |
Target (#) |
Maxi- mum (#) | ||||||||||||||||||||||||||||||||
| Eilif Serck-Hanssen |
AIP | 0 | 1,105,000 | 2,210,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| 02/15/23 | PSUs | — | — | — | 0 | 79,887 | — | — | — | — | 849,997 | |||||||||||||||||||||||||||||
| 02/15/23 | RSUs | — | — | — | — | — | — | 79,887 | — | — | 849,997 | |||||||||||||||||||||||||||||
| 11/08/23 | PSUs | — | — | — | 0 | 22,745 | — | — | — | — | 300,007 | |||||||||||||||||||||||||||||
| 11/08/23 | RSUs | — | — | — | — | — | — | 22,745 | — | — | 300,007 | |||||||||||||||||||||||||||||
| Richard M. Buskirk |
AIP | 0 | 445,000 | 890,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| 02/15/23 | PSUs | — | — | — | 0 | 28,197 | — | — | — | — | 300,016 | |||||||||||||||||||||||||||||
| 02/15/23 | RSUs | — | — | — | — | — | — | 28,197 | — | — | 300,016 | |||||||||||||||||||||||||||||
| Marcelo Barbalho |
AIP | 0 | 460,154 | 920,308 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| 02/15/23 | PSUs | — | — | — | 0 | 28,606 | — | — | — | — | 304,368 | |||||||||||||||||||||||||||||
| 02/15/23 | RSUs | — | — | — | — | — | — | 28,606 | — | — | 304,368 | |||||||||||||||||||||||||||||
| Richard H. Sinkfield III |
AIP | 0 | 445,000 | 890,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| 02/15/23 | PSUs | — | — | — | 0 | 15,333 | — | — | — | — | 163,143 | |||||||||||||||||||||||||||||
| 02/15/23 | RSUs | — | — | — | — | — | — | 15,333 | — | — | 163,143 | |||||||||||||||||||||||||||||
| (1) | AIP: Represents the threshold, target and maximum payout opportunities under the 2023 AIP. See “— Compensation Discussion and Analysis — Annual Incentive Plan” for more information regarding the 2023 AIP. |
PSUs: Represents the annual grant of PSUs eligible to vest based upon achievement of the applicable Adjusted EBITDA Margin and Total Enrollment targets for each of 2023, 2024 and 2025.
RSUs: Represents the annual grant of RSUs, which vest in three equal installments beginning on December 31, 2023.
| (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, 2023. |
Outstanding Equity Awards at Fiscal Year-End
The following table provides information regarding unexercised options and unvested PSUs and RSUs held by our NEOs as of December 31, 2023.
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 such units. We computed the market value of stock unit awards by multiplying the fair market value of our common stock on December 29, 2023 ($13.71), the last trading day of 2023, by the number of units. In connection with equitable adjustments made to outstanding stock options as a result of a special cash dividend paid by us to our stockholders in November 2023 of $0.70 per share, the exercise prices of stock options were reduced by such per-share dividend amount.
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| Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
| Name |
Grant Date |
Number of Securities Underlying Unexercised Options (#) Exercisable(1) |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
Option Exercise Price ($) |
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 ($)(3) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) |
||||||||||||||||||||||||||
| Eilif Serck-Hanssen |
06/14/17 | 57,937 | — | — | 8.09 | 6/14/27 | — | — | — | — | ||||||||||||||||||||||||||
| 03/07/18 | 84,774 | — | — | 4.17 | 3/07/28 | — | — | — | — | |||||||||||||||||||||||||||
| 03/06/19 | 102,657 | — | — | 5.10 | 3/06/29 | — | — | — | — | |||||||||||||||||||||||||||
| 04/02/21 | — | — | — | — | — | 30,445 | 417,401 | — | — | |||||||||||||||||||||||||||
| 02/18/22 | — | — | — | — | — | 70,600 | 967,926 | 35,299 | 483,949 | |||||||||||||||||||||||||||
| 02/15/23 | — | — | — | — | — | 53,258 | 730,167 | 79,887 | 1,095,251 | |||||||||||||||||||||||||||
| 11/08/23 | — | — | — | — | — | 15,163 | 207,885 | 22,745 | 311,834 | |||||||||||||||||||||||||||
| Richard M. Buskirk |
05/14/15 | 7,232 | — | — | 7.64 | 5/14/25 | — | — | — | — | ||||||||||||||||||||||||||
| 05/02/16 | 2,803 | — | — | 7.64 | 5/02/26 | — | — | — | — | |||||||||||||||||||||||||||
| 06/14/17 | 4,028 | — | — | 8.09 | 6/14/27 | — | — | — | — | |||||||||||||||||||||||||||
| 03/07/18 | 5,825 | — | — | 4.17 | 3/07/28 | — | — | — | — | |||||||||||||||||||||||||||
| 03/06/19 | 7,729 | — | — | 5.10 | 3/06/29 | — | — | — | — | |||||||||||||||||||||||||||
| 04/02/21 | — | — | — | — | — | 4,537 | 62,202 | — | — | |||||||||||||||||||||||||||
| 02/18/22 | — | — | — | — | — | 10,522 | 144,257 | 5,260 | 72,115 | |||||||||||||||||||||||||||
| 02/15/23 | — | — | — | — | — | 18,798 | 257,721 | 28,197 | 386,581 | |||||||||||||||||||||||||||
| Marcelo Barbalho |
04/02/21 | — | — | — | — | — | 3,394 | 46,532 | — | — | ||||||||||||||||||||||||||
| 05/28/21 | — | — | — | — | — | 2,651 | 36,345 | — | — | |||||||||||||||||||||||||||
| 02/18/22 | — | — | — | — | — | 13,930 | 190,980 | 6,965 | 95,490 | |||||||||||||||||||||||||||
| 02/15/23 | — | — | — | — | — | 19,071 | 261,463 | 28,606 | 392,188 | |||||||||||||||||||||||||||
| Richard H. Sinkfield III |
03/04/15 | 1,293 | — | — | 7.64 | 3/04/25 | — | — | — | — | ||||||||||||||||||||||||||
| 05/02/16 | 520 | — | — | 7.64 | 5/02/26 | — | — | — | — | |||||||||||||||||||||||||||
| 06/14/17 | 1,457 | — | — | 8.09 | 6/14/27 | — | — | — | — | |||||||||||||||||||||||||||
| 03/07/18 | 4,523 | — | — | 4.17 | 3/07/28 | — | — | — | — | |||||||||||||||||||||||||||
| 03/06/19 | 5,642 | — | — | 5.10 | 3/06/29 | — | — | — | — | |||||||||||||||||||||||||||
| 04/02/21 | — | — | — | — | — | 3,761 | 51,563 | |||||||||||||||||||||||||||||
| 02/18/22 | — | — | — | — | — | 8,722 | 119,579 | 4,361 | 59,789 | |||||||||||||||||||||||||||
| 02/15/23 | — | — | — | — | — | 10,222 | 140,144 | 15,333 | 210,215 | |||||||||||||||||||||||||||
| (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: |
| 3/15/24 | 12/31/24 | 3/15/25 | 12/31/25 | |||||||||||||
| Eilif Serck-Hanssen |
30,445 | 69,511 | 35,300 | 34,210 | ||||||||||||
| Richard M. Buskirk |
4,537 | 14,660 | 5,261 | 9,399 | ||||||||||||
| Marcelo Barbalho Cardoso |
6,045 | 16,500 | 6,965 | 9,536 | ||||||||||||
| Richard H. Sinkfield III |
3,761 | 9,472 | 4,361 | 5,111 | ||||||||||||
| (3) | Calculated based on the $13.71 closing price of our common stock on December 29, 2023, the last trading day of 2023. |
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| (4) | Represents unvested PSUs subject to annual performance targets for 2023, 2024 and 2025, respectively, with vesting dates as follows: |
| 3/15/24 | 3/15/25 | 3/15/26 | ||||||||||
| Eilif Serck-Hanssen |
69,510 | 34,211 | 34,210 | |||||||||
| Richard M. Buskirk |
14,659 | 9,399 | 9,399 | |||||||||
| Marcelo Barbalho Cardoso |
16,500 | 9,535 | 9,536 | |||||||||
| Richard H. Sinkfield III |
9,472 | 5,111 | 5,111 | |||||||||
Option Exercises and Stock Vested
The following table includes certain information with respect to stock options exercised during fiscal year 2023 by NEOs and the vesting of RSUs and PSUs held by NEOs during 2023.
| Option Awards | Stock Awards | |||||||||||
| Executive |
Number of Shares Acquired on Exercise (#) |
Value Realized on Exercise ($) |
Number of Shares Acquired on Vesting (#)(1)(2) |
Value Realized on Vesting ($)(3) |
||||||||
| Eilif Serck-Hanssen |
— | — | 190,265 | 2,427,913 | ||||||||
| Richard M. Buskirk |
— | — | 30,880 | 399,997 | ||||||||
| Marcelo Barbalho Cardoso |
— | — | 38,968 | 501,405 | ||||||||
| Richard H. Sinkfield III |
12,692 | 72,408 | 23,600 | 302,822 | ||||||||
| (1) | Represents PSUs that vested on March 15, 2023, upon certification of the achievement of the applicable 2022 performance goals and RSUs that vested on December 31, 2023. |
| (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, 2022 and 2023, the following cash dividend equivalent payments were made with respect to PSUs and RSUs that vested in 2023: Mr. Serck-Hanssen–$954,221, Mr. Buskirk–$129,068, Mr. Cardoso–$177,893, and Mr. Sinkfield–$111,321. |
| (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 below reflects potential payments to each of our NEOs, other than Mr. Sinkfield, assuming various termination of employment events, including on or following a change in control event, as of December 31, 2023. In the case of Mr. Sinkfield, because his employment is terminating on or about June 30, 2024, as previously disclosed, we disclose below in this section the actual payments expected to be made in connection with the termination of his employment.
Severance Payments
As of December 31, 2023, Mr. Serck-Hanssen was entitled to severance payments under the CEO Letter Agreement and the other NEOs were entitled to severance payments under the Executive Severance Policy. For all NEOs, any severance payments are conditioned upon the NEOs executing a general release of claims in favor of the Company, which includes standard restrictive covenants, including a two-year covenant not to compete.
Eilif Serck-Hanssen CEO Letter Agreement
As of December 31, 2023, Mr. Serck-Hanssen was entitled to severance payments under the CEO Letter Agreement. Under the CEO Letter Agreement, if Mr. Serck-Hanssen is terminated by the Company without “Cause” or he resigns for “Modified Good Reason” during the CEO Special Severance Period, Mr. Serck-Hanssen will receive the following payments and benefits:
| • | two times the sum of base salary and target AIP bonus, payable in substantially equal installments over the 18-month period following termination; |
| • | a CEO Pro Rata Bonus; accelerated vesting of all outstanding and non-forfeited awards granted under the Company’s 2013 Plan; |
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| • | Company payment of the employer portion of COBRA premiums for 18 months following the date of termination; and |
| • | outplacement services for up to nine months following termination of employment. |
If the Company terminates Mr. Serck-Hanssen’s employment without “Cause” or Mr. Serck-Hanssen resigns for “Modified Good Reason” after April 7, 2025, he will be eligible to receive severance benefits under and subject to the Executive Severance Policy (see below); provided that he will also receive a CEO Pro Rata Bonus in connection with (i) a qualifying termination on or at any time during the 12-month period following a change in control or (ii) a termination by reason of death or “Disability” (as defined in the Executive Severance Policy) at any time.
For more information on the CEO Letter Agreement, see “Compensation Discussion and Analysis — NEO Agreements and Severance Arrangements — Agreement with Mr. Serck-Hanssen.”
Executive Severance Policy
As of December 31, 2023, the NEOs other than Mr. Serck-Hanssen were entitled to severance payments under the Executive Severance Policy.
If termination of employment occurs prior to a “change in control” by the Company other than for “cause,” the NEOs other than Mr. Serck-Hanssen will be entitled to the following benefits:
| • | one times annual base salary and target AIP bonus, payable in equal installments over 12 months; |
| • | 12 months of continued coverage under the Company’s group medical benefit programs; and |
| • | outplacement assistance for nine months. |
If termination of employment occurs on or within the 12-month period after a “change in control” by the Company other than for “cause” or by the NEO for “good reason,” the NEOs other than Mr. Serck-Hanssen will be entitled to the following benefits:
| • | 1.5 times annual base salary and target AIP bonus, payable in a lump sum; |
| • | a pro-rated target AIP award; |
| • | 18 months of continued coverage under the Company’s group medical benefit programs; and |
| • | outplacement assistance for nine months. |
Under the Executive Severance Policy, “good reason” generally means the occurrence of any of the following without the NEO’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 the NEO’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; and “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 Policy, the NEOs are not entitled to any severance benefits upon a voluntary termination unless the voluntary termination is in connection with a “change in control” and is for “good reason.”
If any payments or benefits provided to an NEO pursuant to the Executive Severance Policy 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.
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Equity Treatment
Under the equity awards granted to NEOs, the following treatment is generally provided for in the applicable award agreements:
Termination Due to Death or Disability. In the event of a termination due to death or disability of an NEO, all unvested RSUs or PSUs will be forfeited, except that: (i) any unvested RSUs that would have vested on the next applicable vesting date subsequent to the death or disability will become vested; and (ii) any unvested PSUs that would 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 PSU will be forfeited. In the event of a termination due to death or disability, vested but unexercised options may (by the NEO’s beneficiary in the case of death) be exercised for a period of two years from the termination due to death or disability of the NEO.
Termination Without Cause and Voluntary Resignation (other than during the CEO Special Severance Period). If an NEO’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 an NEO’s qualifying termination occurs subsequent to the end of the fiscal year but prior to the Compensation Committee’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.
Termination without Cause and Voluntary Resignation for “Modified Good Reason” during the CEO Special Severance Period. Under the terms of the CEO Letter Agreement, if, during the CEO Special Severance Period, Mr. Serck-Hanssen’s employment is terminated by the Company without cause, or if he resigns for “Modified Good Reason,” then all unvested RSUs and PSUs that have not been previously forfeited will be accelerated.
Forfeiture upon Voluntary Resignation and Termination for Cause. If an NEO resigns or is terminated by the Company for cause, he or she will forfeit all unvested equity grants at the time of termination.
2023 Potential Severance Payments
The table below reflects potential payments to each of our NEOs, other than Mr. Sinkfield, assuming various termination of employment events as of December 31, 2023. For stock valuations, we have assumed that the price per share is the closing price of our common stock as of December 29, 2023, the last trading day of 2023, which was $13.71. 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.
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Potential Payments Upon Termination or Change in Control
| Name |
Benefit | Without Cause/ Good Reason Termination |
Termination due to Death or Disability |
Termination Change in |
||||||||||
| Eilif Serck-Hanssen |
Cash Severance(1) | $ | 3,910,000 | — | $ | 3,910,000 | ||||||||
| Benefits(2) | $ | 69,853 | — | $ | 69,853 | |||||||||
| Acceleration of Equity Awards(3) | $ | 4,214,413 | $ | 952,982 | $ | 4,214,413 | ||||||||
|
|
|
|
|
|
|
|||||||||
| Total | $ | 8,194,266 | $ | 952,982 | $ | 8,194,266 | ||||||||
| Richard M. Buskirk |
Cash Severance | $ | 890,000 | (4) | — | $ | 1,335,000 | (5) | ||||||
| Benefits(2) | $ | 25,000 | — | $ | 25,000 | |||||||||
| Acceleration of Equity Awards(3) | — | $ | 200,975 | 922,876 | ||||||||||
|
|
|
|
|
|
|
|||||||||
| Total | $ | 915,000 | $ | 200,975 | $ | 2,282,876 | ||||||||
| Marcelo Barbalho Cardoso |
Cash Severance | $ | 920,308 | (4) | — | $ | 1,380,462 | (5) | ||||||
| Benefits(2) | $ | 25,000 | — | $ | 25,000 | |||||||||
| Acceleration of Equity Awards(3) | $ | — | $ | 226,215 | $ | 1,022,998 | ||||||||
|
|
|
|
|
|
|
|||||||||
| Total | $ | 945,308 | $ | 226,215 | $ | 2,428,460 | ||||||||
| (1) | Represents a severance payment equal to two times Mr. Serck-Hanssen’s base salary and target annual bonus. For a termination without cause or Modified Good Reason during the CEO Special Severance Period, such amount to be paid in equal installments over the 18-month period following the date of termination. For termination due to change in control plus qualifying termination, such amount to be paid in a lump sum. Because the information in this table assumes a termination occurred as of December 31, 2023, excludes the amount of the CEO Pro Rata Bonus given that as of such date Mr. Serck-Hanssen would be entitled to the actual earned annual bonus for 2023. |
| (2) | Includes the estimated cost of outplacement services for nine months and, for Mr. Serck-Hanssen, also includes the cost of group medical insurance coverage. |
| (3) | For without cause/good reason termination: During the CEO Special Severance Period, Mr. Seck-Hanssen would receive acceleration of equity and cash dividend equivalent rights in the amount of $652,135, resulting from equitable adjustments made to outstanding equity awards when special cash distributions and dividends were paid by the Company to stockholders in 2021, 2022 and 2023 (“DERs”). |
| For termination due to death or disability: amount represents the aggregate fair market value of unvested PSUs outstanding on December 31, 2023 that are subject to 2023 performance goals. Cash DERs become due and payable to each NEO upon such vesting in the following amounts: Mr. Serck-Hanssen—$101,958, Mr. Buskirk—$18,203, and Mr. Cardoso—$22,067. |
| 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.” Cash DERs become due and payable to each NEO upon acceleration of unvested equity awards in the following amounts: Mr. Serck-Hanssen—$652,135, Mr. Buskirk—$112,237 and Mr. Cardoso—$138,793. |
| (4) | 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, 2023, excludes the amount of the NEO’s pro-rated target AIP bonus given that as of such date the NEO would be entitled to the actual earned annual bonus for 2023. |
| (5) | Represents a lump sum severance payment equal to 1.5 times the NEO’s base salary and target annual bonus. Because the information in this table assumes a termination occurred as of December 31, 2023, excludes the amount of the NEO’s pro-rated target AIP bonus given that as of such date the NEO would be entitled the actual earned annual bonus for 2023. |
In connection with Mr. Sinkfield’s departure from the Company on or about June 30, 2024, Mr. Sinkfield will receive termination without cause severance benefits in the approximate amount of $1,167,400 pursuant to the terms of the Executive Severance Policy as follows: cash severance payable in equal installments over a 12-month period following the date of termination—$890,000; pro-rated 2024 annual bonus based on actual Company performance payable at such time as annual bonuses are otherwise paid to senior executives of the Company—$222,500 (estimated at target); Company paid health insurance benefits for 12 months—$29,900; and outplacement services—$25,000. Additionally, Mr. Sinkfield will receive payment for accrued 2024 vacation.
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CEO Pay Ratio
As 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 $7,398; the annual total compensation of our CEO was $4,463,266; and, based on this information, the ratio of the annual total compensation of our CEO to the median compensated employee is estimated to be 603 to 1.
To identify our median-paid employee from our total global workforce, we used the following methodology, material assumptions, adjustments and estimates:
| • | We used annual target total cash compensation, which includes base salary, including any additional allowances based on regional practice, and bonus target amount, as our consistently applied compensation measure. |
| • | We determined our median employee as of December 25, 2023. As of such date, our total global workforce was approximately 28,301 employees, comprised of 44 U.S. employees and 28,257 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 25, 2023. We excluded any person in our payroll systems who received no compensation for services rendered in 2023. 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 2023 but did not work the complete year, we annualized their target total cash compensation, but did not make any full-time equivalent adjustments. |
The SEC’s rules for identifying the median compensated employee and calculating the pay ratio allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, 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. and often paid lower rates of compensation compared to our U.S. employees. For example, the employee population used for our median compensated employee calculation for 2023 was comprised of approximately 99.86%of employees based outside the U.S. Further, approximately 57.7% of our employee population as of year-end 2023 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 and thereby increasing the ratio. To illustrate this impact, if our adjunct faculty were excluded from the calculation, the median compensated employee’s annual total compensation would be $11,658, resulting in the ratio of the annual total compensation of our CEO to the median compensated employee of 378 to 1.
2024 Proxy Statement 35
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Year (1) |
Summary Compensation Table Total for PEO($)(2) |
Compensation Actually Paid to PEO($)(3) |
Average Summary Compensation Table Total for Non-PEO NEOs($)(2) |
Average Compensation Actually Paid to Non-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) |
|||||||||||||||||||||||||||
2023 |
|
|||||||||||||||||||||||||||
2022 |
|
|||||||||||||||||||||||||||
2021 |
|
|||||||||||||||||||||||||||
2020 |
( |
|||||||||||||||||||||||||||
| (1) | non-PEO NEOs were for 2023: Richard Buskirk, Marcelo Barbalho Cardoso and Richard Sinkfield; for 2022: Richard Buskirk, Marcelo Barbalho Cardoso, Richard Sinkfield and Timothy Grace; for 2021: Richard Buskirk, Marcelo Barbalho Cardoso, Timothy Grace, Richard Sinkfield and Jean-Jacques Charhon; and for 2020: 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 the non-PEO NEOs. |
| (3) | To calculate the amounts in the CAP to our PEO and non-PEO NEOs in the table above according to SEC reporting rules , the following adjustments were made to the total compensation reported in the 2023 Summary Compensation Table. Our 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. |
Year |
NEOs |
Summary 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 ($) |
Compensation Actually Paid ($) |
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2023 |
PEO Non-PEO NEOs |
|
( ( |
) ) |
|
|
|
|
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| (4) | Represents the value of a hypothetical $100 investment beginning at market close on December 31, 2019, assuming reinvestment of dividends. |
| (5) | S-K contained in our Annual Report on Form 10-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) | non-GAAP financial 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 |
| • |
| • |
| • |
| • |
| • |
| • |
Fees |
Amount |
Form of Payment(1) | ||||
Annual Board Retainer |
$ | 200,000 | • $75,000 cash / $125,000 RSUs | |||
Annual Independent Chairman Retainer(2) |
$ | 125,000 | • $75,000 in cash / $50,000 in RSUs | |||
Committee Retainers |
• 100% in cash | |||||
Audit and Risk Committee |
||||||
Member |
$ | 15,000 | ||||
Chair |
$ | 25,000 | ||||
Compensation Committee |
||||||
Member |
$ | 10,000 | ||||
Chair |
$ | 15,000 | ||||
Nominating & Corporate Governance Committee |
||||||
Member |
$ | 7,500 | ||||
Chair |
$ | 15,000 | ||||
Education Committee |
||||||
Member |
$ | 10,000 | ||||
Chair |
$ | 15,000 | ||||
| (1) | 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. |
| (2) | The Annual Independent Chairman Retainer is in addition to the Annual Board Retainer. |
Name |
Fees Earned or Paid in Cash ($) |
Stock Awards ($)(1) |
Total ($) |
|||||||||
Andrew B. Cohen(2) |
94,533 | 125,002 | 219,535 | |||||||||
Pedro del Corro |
95,000 | 125,002 | 220,002 | |||||||||
Aristides de Macedo(3) |
60,440 | 76,038 | 136,478 | |||||||||
Kenneth W. Freeman |
186,456 | 175,010 | 361,466 | |||||||||
Barbara Mair |
103,022 | 125,002 | 228,024 | |||||||||
George Muñoz |
110,000 | 125,002 | 235,002 | |||||||||
Judith Rodin |
102,324 | 125,002 | 227,326 | |||||||||
Ian K. Snow(4) |
88,544 | 125,002 | 213,546 | |||||||||
| (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 Form 10-K for the year ended December 31, 2023. For all non-employee directors other than Mr. Freeman and Mr. de Macedo, reflects a grant on May 24, 2023 of 2,542 shares of common stock and 7,629 RSUs as part of the 2023 annual Board retainer for non-employee director service. For Mr. de Macedo, reflects a grant on May 24, 2023 of 6,187 RSUs as part of the 2023 annual Board retainer for non-employee director service, prorated for his election to the Board on such grant date. For Mr. Freeman, reflects a grant on May 24, 2023 of 3,560 shares of common stock and 10,680 RSUs as part of the 2023 annual Board and Chairman retainers for non-employee director service. The RSUs vested ratably in three installments at the end of the second, third and fourth quarters of 2023, subject to serving on the Board on the vesting date. |
| (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. |
| (3) | Mr. de Macedo was elected to the Board at the May 24, 2023 annual meeting. The amount in the table represents amounts earned from May 24, 2023 – December 31, 2023. |
| (4) | Mr. Snow was required by prior agreement with Snow Phipps Group, LLC to have the cash and equity portions of his director’s compensation paid or transferred, as applicable, to such entity. |
Plan Category |
Number of securities to be issued upon exercise of outstanding option, warrants and rights (a) |
|
Weighted-average exercise price of outstanding options, warrants and rights (b) |
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (c) |
| ||||||
Equity compensation plans approved by stockholders |
1,168,626(1) | $5.74 | 2,418,668(2) | |||||||||
Equity compensation plans not approved by stockholders |
— | — | — | |||||||||
Total |
1,168,626(1) | 2,418,668(2) | ||||||||||
| (1) | Represents shares of common stock issuable pursuant to outstanding RSU, PSU and option awards under the 2013 Plan. See “Executive Compensation — Compensation Discussion and Analysis – Executive Compensation Program — Long-Term Incentive Plan: Stock-Based Compensation” for a description of the 2013 Plan. |
| (2) | All such shares are available for future issuance under the 2013 Plan. |
Table of Contents
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 beneficially owned as of April 2, 2024, by (1) each person known to us to beneficially own more than five percent of our common stock; (2) each of our current directors and nominees; (3) each of our 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., PMB 1158, 1000 Brickell Ave, Suite 715, Miami, Florida 33131.
We have determined beneficial ownership in accordance with the rules of the SEC. Under 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 that the entity or individual has the right to acquire within 60 days after April 2, 2024 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 of computing the percentage ownership of such holder, but did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, each person has sole voting and investment power (or shares such powers with his or her spouse) with respect to the shares set forth in the following table.
| Name of Beneficial Owner |
Shares Beneficially Owned |
Percent of Class(1) |
||||||
| 5% Stockholders: |
|
|
|
|
|
| ||
| FMR LLC(2) |
16,116,197 | 10.39% | ||||||
| BlackRock, Inc.(3) |
15,655,156 | 10.09% | ||||||
| Wengen Alberta, Limited Partnership(4) |
15,485,166 | 9.98% | ||||||
| The Vanguard Group(5) |
14,094,408 | 9.09% | ||||||
| Directors and Named Executive Officers: |
|
|
|
|
|
| ||
| Andrew B. Cohen |
40,770 | * | ||||||
| William J. Davis(6) |
— | — | ||||||
| Pedro del Corro(7) |
52,686 | * | ||||||
| Aristides de Macedo |
6,187 | * | ||||||
| Kenneth W. Freeman |
86,525 | * | ||||||
| Barbara Mair |
15,983 | * | ||||||
| George Muñoz |
112,029 | * | ||||||
| Dr. Judith Rodin |
81,540 | * | ||||||
| Ian K. Snow(8) |
2,114,928 | 1.36% | ||||||
| Eilif Serck-Hanssen(9) |
859,197 | * | ||||||
| Richard M. Buskirk(10) |
108,718 | * | ||||||
| Marcelo Barbalho Cardoso(11) |
122,805 | * | ||||||
| Richard H. Sinkfield III(12) |
62,766 | * | ||||||
| All Current Directors and Executive Officers as a Group (12 persons)(13) |
3,606,754 | 2.32% | ||||||
| * | Less than one percent. |
| (1) | The percentage ownership is based on 155,160,367 shares of our common stock outstanding at April 2, 2024. |
| (2) | Based solely on information reported by FMR LLC on Amendment No. 8 to Schedule 13G filed with the SEC on February 9, 2024. According to this Amendment to Schedule 13G, FMR LLC has sole voting power with respect to 16,114,554 shares of common stock, sole dispositive power with respect to 16,116,197 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. |
| (3) | Based solely on information reported by BlackRock, Inc. on Amendment No. 1 to Schedule 13G filed with the SEC on January 24, 2024. According to this Schedule 13G, BlackRock, Inc. has sole voting power with respect to 14,556,265 shares of common stock, sole dispositive power with respect to 15,655,156 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 50 Hudson Yards, New York, NY 10001. |
| (4) | 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 |
2024 Proxy Statement 41
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| its affiliates, including CPV Holdings, LLC, “CPV”) and Snow Phipps Group, LLC (together with its affiliates, “Snow Phipps”). 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, CPV and Snow Phipps 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. |
CPV has investment management authority over an investment fund that holds, directly and indirectly, limited partnership interests in Wengen which collectively relate to approximately 12,796,782 underlying shares of common stock held by Wengen. CPV may also be deemed to have voting and investment power over such portion of the common stock owned by Wengen as a result of its ability to direct Wengen with respect to certain voting and disposition of such securities. CPV also beneficially owns 3,215,056 shares of common stock, including 15,864 shares of common stock that were issued pursuant to the Company’s non-employee director compensation program. Steven A. Cohen is the senior managing member of 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 (4) above, CPV and Steven A. Cohen may be deemed to beneficially own 18,700,222 shares of common stock, which represents, in the aggregate, approximately 12.05% of the outstanding shares of the common stock, calculated pursuant to the rules of the SEC. The address of CPV is 55 Hudson Yards, New York, New York 10001. The address of Steven 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 2,445,295, 13,230, 23,489, 79,035, and 127,335 underlying shares of common stock held by Wengen, respectively, for an aggregate of 2,688,384 shares, and may also be deemed to have voting and investment power over such portion of the common 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, 2,114,928 shares of common 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 545 Madison Avenue, 10th Floor, New York, New York, 100226.
As described further in “Certain Relationships and Related Party Transactions, and Director Independence,” 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.
| (5) | Based solely on information reported by The Vanguard Group on Amendment No. 1 to Schedule 13G filed with the SEC on February 13, 2024. According to this Schedule 13G, The Vanguard Group has shared voting power with respect to 218,442 shares of common stock, sole dispositive power with respect to 13,729,545 shares of common stock, shared dispositive power with respect to 364,863 shares of common stock and sole voting power with respect to no shares of common stock. The reporting person listed its address as 100 Vanguard Blvd., Malvern, PA 19355. |
| (6) | Mr. Davis is a new nominee for election to the Board of Directors at the 2024 Annual Meeting. |
| (7) | Includes 5,957 shares of common stock owned by Mr. del Corro’s spouse. |
| (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 43,589 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 (4) 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, 243,287 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. Serck-Hanssen’s Form 4 filed on March 19, 2024. |
| (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, 55,683 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 19, 2024. |
| (11) | Does not include, in the aggregate, 59,243 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 7, 2024. |
| (12) | Includes shares issuable upon the exercise of vested options to purchase an aggregate of 13,435 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, 13,435 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 19, 2024. |
| (13) | Includes directors affiliated with Wengen or an investor in Wengen. Does not include the common stock held by Wengen. See footnote (4) above for further information on any beneficial ownership of securities indirectly held through Wengen. |
42 Laureate Education, Inc.
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Certain Relationships and Related Party Transactions, and Director Independence
Wengen Securityholders Agreement and Registration Rights Agreement
In connection with the completion of our initial public offering in 2017, we entered into (i) the Wengen Securityholders Agreement and (ii) an amended and restated registration rights agreement (the “Registration Rights Agreement”) among Wengen, Wengen Investments Limited, the Company and the other parties thereto.
Wengen Securityholders Agreement. Under the Wengen Securityholders Agreement, CPV is entitled to designate one of our directors so long as it owns at least 8,035,713 shares held through or acquired from Wengen. Mr. Cohen currently serves as the CPV-designated director. In the event that CPV ceases to own the minimum number of shares set forth in the agreement, then CPV’s director designee shall offer his or her resignation and CPV 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 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 1: Election of Directors—Corporate Governance—Directors Designated by Certain of the Wengen Investors under the Wengen Securityholders 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, a former director of the Company, KKR, CPV, Snow Phipps and Sterling Fund Management, LLC (all such parties collectively, the “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 register 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” 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 Management Stockholder’s Agreements, as defined below) have a “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
2024 Proxy Statement 43
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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.
Management Stockholder’s Agreements
Each of the stockholders of Laureate who is an employee or director or former employee or director of Laureate (each a “Management Stockholder”) and who received an equity grant prior to Laureate’s initial public offering in 2017 has entered into a stockholder’s agreement (each, a “Management Stockholder’s Agreement”) with Laureate and Wengen that gives Wengen a proxy to vote such holder’s shares of Laureate’s common stock. In addition, each Management Stockholder’s Agreement also imposes certain restrictive covenants on such Management Stockholders, including nondisclosure, noncompetition and nonsolicitation covenants. The Management Stockholder’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 customary underwriters’ restrictions, including pro rata reduction and execution of customary custody and lockup agreements. The piggyback registration rights provided in the Management Stockholder’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” registration of their securities.
Transactions between the Company and Affiliates, Wengen and Directors
In January 2024, a payment of $850,000 was made by the Company to Wengen, representing 50% of a tax liability incurred by Wengen’s Dutch subsidiary while the Company was providing certain corporate management services to such subsidiary. Such payment was approved by the Audit and Risk Committee in December 2023.
On March 5, 2024, the Company entered into a Stock Purchase Agreement with each of ILM Investments Limited Partnership, Torreal Sociedad de Capital Riesgo S.A., Pedro del Corro García-Lomas, Ana Gómez Cuesta and José Diaz-Rato Revuelta (together, the “Sellers”), pursuant to which the Company purchased an aggregate of 2,606,507 shares of our common stock from the Sellers at a purchase price of $12.62 per share for an aggregate purchase price of $32,894,118. This repurchase, which was approved as a related party transaction by the Audit and Risk Committee, was pursuant to the Company’s existing $100 million share repurchase program that was announced on February 22, 2024.
Conflicts of Interest Policy
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’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 Audit and Risk Committee’s review and approval or ratification of a disclosable related person transaction, the committee considers:
| • | the nature of the related person’s interest in the transaction; |
| • | the material terms of the transaction, including the amount and type of transaction; |
| • | the importance of the transaction to the related person; |
| • | the importance of the transaction to Laureate; |
| • | 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.
44 Laureate Education, Inc.
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Proposal 2:
Non-Binding Advisory Vote on Executive Compensation (“Say-on-Pay”)
Background
The Dodd-Frank Wall Street Reform and Consumer Protection Act, or the “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” 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 15 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 the 2023 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’ concerns and evaluate what actions, if any, may be appropriate to address those concerns. Stockholders will be asked at the 2024 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 our 2023 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 common 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” the approval of the executive compensation as disclosed in this Proxy Statement and as described in this “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 2024 Annual Meeting webcast, each such proxy will be deemed to grant authority to vote “FOR” the approval of the executive compensation as disclosed in this Proxy Statement and as described in this “Proposal 2: Non-Binding Advisory Vote on Executive Compensation.”
2024 Proxy Statement 45
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Proposal 3:
Non-Binding Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation (“Say-on-When”)
Background
Pursuant to Regulation 14A of the Exchange Act, we are asking stockholders to vote on whether future advisory votes on executive compensation of the nature reflected in Proposal 2 above should occur every year, every two years or every three years.
The frequency of the advisory vote concerning the compensation of our NEOs receiving the greatest number of votes—every year, every two years or every three years—will be the frequency recommended by our stockholders. We believe that holding an annual advisory vote on executive compensation provides Laureate with more direct and immediate feedback on our compensation disclosures. Stockholders, however, should note that because the advisory vote on executive compensation occurs well after the beginning of the compensation year, and because the different elements of our executive compensation programs are designed to complement one another, in many cases it may not be appropriate or feasible to drastically change our executive compensation programs in consideration of any one year’s advisory vote on executive compensation by the time of the following year’s annual meeting of stockholders. We nonetheless believe that an annual advisory vote on executive compensation is consistent with our practice of seeking input and engaging in dialogue with our stockholders on corporate governance matters and our executive compensation philosophy, policies and practices.
This advisory vote on the frequency of future advisory votes on executive compensation is non-binding on the Board of Directors. Stockholders will be able to specify one of four choices for this proposal on the proxy card: “1 YEAR,” “2 YEARS,” “3 YEARS” or “ABSTAIN.” Stockholders are not voting to approve or disapprove the recommendation of the Board of Directors. Although non-binding, the Board of Directors and the Compensation Committee will carefully review the voting results. Notwithstanding the recommendation of the Board of Directors and the outcome of the stockholder vote, the Board of Directors may in the future decide to conduct advisory votes on a more or less frequent basis and may vary its practice based on factors such as discussions with stockholders and the adoption of material changes to compensation programs.
Assuming that a quorum is present, the option that receives the affirmative vote of the holders of a majority in voting power of the shares of common 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 the option selected by stockholders. If no option receives a majority of the votes present in person via attendance at the virtual meeting or by proxy and entitled or required to vote on Proposal 3, the option that receives the most votes will be considered the option selected by stockholders. Since the option receiving the greatest number of votes—one year, two years, or three years—will be the frequency recommended by our stockholders, abstentions and broker non-votes will have no effect on the outcome of Proposal 3.
Recommendation of our Board of Directors
Our Board of Directors recommends that you vote “1 YEAR” on the advisory vote on the frequency of future advisory votes on executive compensation.
If no vote indication is made on the accompanying proxy card or vote instruction form prior to the start of the 2024 Annual Meeting webcast, each such proxy will be deemed to grant authority to vote “1 YEAR” on the advisory vote on the frequency of future advisory votes on executive compensation.
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Proposal 4:
For Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm
The Audit and Risk Committee of our Board of Directors, which is solely responsible for selecting our independent registered public accounting firm, selected PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. Although stockholder approval is not required to appoint PricewaterhouseCoopers LLP as our independent registered public accounting 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’ questions.
Assuming that a quorum is present, the affirmative vote of the holders of a majority in voting power of the shares of common stock that are present in person via attendance at the virtual meeting or by proxy and entitled or required to vote on Proposal 4 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, 2024. Because Proposal 4 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 the 2024 Annual Meeting), but abstentions will have the effect of a vote against Proposal 4.
Recommendation of our Board of Directors
Our Board of Directors recommends that stockholders vote “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as Laureate’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
If no vote indication is made on the accompanying proxy card or vote instruction form prior to the start of the 2024 Annual Meeting, each such proxy will be deemed to grant authority to vote “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as Laureate’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
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.
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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’s independent registered public accounting firm and approving the audit and non-audit services to be provided by the independent registered public accounting firm. Each of the members of the Audit and Risk Committee meets the independence requirements of Nasdaq and SEC rules.
Management has primary responsibility for the system of internal controls and the financial reporting process. PricewaterhouseCoopers LLP, Laureate’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”).
In this context and in connection with the audited financial statements contained in Laureate’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, 2023 with Laureate’s management and PricewaterhouseCoopers LLP. The Audit and Risk Committee has met with Laureate’s internal auditors and with its external auditors, separately and together, with and without management present, to discuss Laureate’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 PCAOB regarding the auditors’ communications with the Audit and 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 has discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the PCAOB 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’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for filing with the SEC. We have selected PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024 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
Aristides de Macedo
Kenneth W. Freeman
Barbara Mair
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Audit Fees and All Other Fees
The following table shows the fees for audit and other services provided by PricewaterhouseCoopers LLP for 2023 and 2022:
| (in millions) |
2023 | 2022 | ||||||
| Audit Fees(1) |
$ | 4.29 | $ | 4.28 | ||||
| Audit-Related Fees |
— | — | ||||||
| Tax Fees(2) |
0.02 | 0.01 | ||||||
| All Other Fees(3) |
0.01 | 0.28 | ||||||
|
|
|
|
|
|||||
| Total |
$ | 4.32 | $ | 4.57 | ||||
| (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, accounting and financial reporting consultations, comfort letters, consents, and assistance with and review of documents filed with the SEC. |
| (2) | Consists of fees for tax compliance. |
| (3) | Consists of fees for services that are not included in the above categories. |
Audit and Risk Committee Pre-approval of Service of Independent Registered Public Accounting Firm
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 Chair 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 2023, 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 the Chair of our Audit and Risk Committee for inter-meeting pre-approvals.
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Other Information
Questions and Answers about the 2024 Annual Meeting
| Q: | Why did I receive these materials? |
| A: | We are making this Proxy Statement available to you on or around April 19, 2024 because the Board of Directors is soliciting your proxy to vote at the 2024 Annual Meeting to be held on Thursday, May 30, 2024, at 10:00 a.m., Eastern Daylight Time, via a virtual meeting that will be webcast live and accessed at www.virtualshareholdermeeting.com/LAUR2024, 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 2024 Annual Meeting webcast if, as of the close of business on April 2, 2024, the record date for the 2024 Annual Meeting, you were a stockholder of record of Laureate’s common stock. As of the record date, there were 155,160,367 shares of our common stock outstanding. |
To attend and participate in the 2024 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 2024 Annual Meeting live via audio webcast. Any stockholder can attend the 2024 Annual Meeting live online by accessing www.virtualshareholdermeeting.com/LAUR2024. You will need to obtain your own Internet access if you choose to virtually attend the 2024 Annual Meeting. If you were a stockholder as of the record date, or you hold a valid proxy for the 2024 Annual Meeting, you can vote at the 2024 Annual Meeting. A summary of the information that you need to attend the 2024 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/LAUR2024. |
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| • | Assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/LAUR2024 on the day of the 2024 Annual Meeting. |
| • | Webcast starts at 10:00 a.m., Eastern Daylight Time. |
| • | You will need your 16-Digit Control Number to enter the 2024 Annual Meeting. |
| • | Stockholders may submit questions while attending the 2024 Annual Meeting via the Internet. |
| • | Webcast replay of the 2024 Annual Meeting will be available until May 30, 2025. |
| Q: | What if during the check-in time or during the 2024 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 2024 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 2024 Annual Meeting webcast: |
| • | By Internet (www.proxyvote.com) — Use the Internet to transmit your voting instructions until 11:59 p.m. EDT on May 29, 2024. 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 29, 2024. 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 2024 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 2024 Annual Meeting webcast by: |
| • | Voting again by Internet or telephone before 11:59 p.m. EDT on May 29, 2024 (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 2024 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 29, 2024). The notice should be addressed as follows: Laureate Education, Inc., PMB 1158, 1000 Brickell Ave, Suite 715, Miami, Florida 33131, Attn: Secretary. |
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 2024 Annual Meeting webcast. If you are eligible to vote at the 2024 Annual Meeting, you also can revoke your proxy or voting instructions and change your vote at the 2024 Annual Meeting webcast by casting a ballot via the online platform before the polls close.
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| 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, William J. Davis, 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 2024, 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; |
| • | “1 YEAR” on the frequency of future advisory votes on executive compensation; and |
| • | “FOR” ratification of the appointment of PricewaterhouseCoopers LLP as Laureate’s independent registered public accounting firm for the year ending December 31, 2024. |
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 2024 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 2024 Annual Meeting? |
| A: | To carry on the business of the 2024 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 2024 Annual Meeting at which a quorum is present, which means that the ten 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 common stock present in person via attendance at the virtual meeting or represented by proxy (and entitled or required to vote thereon) at the 2024 Annual Meeting at which a quorum is present will be required for approval.
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For Proposal 3, the advisory vote proposing a once per year advisory vote on executive compensation, the option that receives the most votes will be considered the option selected by stockholders.
For Proposal 4, the ratification of the appointment of PricewaterhouseCoopers LLP as Laureate’s independent registered public accounting firm for the year ending December 31, 2024, 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 2024 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 2024 Annual Meeting, only Proposal 4 (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 ten 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 Proposal 3, since the option receiving the greatest number of votes—1 year, 2 years, or 3 years—will be the frequency recommended by our stockholders, abstentions and broker non-votes will have no effect on the outcome of Proposal 3. With regard to the affirmative vote of the shares present at the virtual meeting or represented by proxy required for Proposal 4, 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 2024 Annual Meeting), and abstentions will have the effect of a vote against Proposal 4.
| 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 4, you may vote “FOR,” “AGAINST,” or “ABSTAIN.” If you elect to “ABSTAIN,” the abstention has the same effect as a vote “AGAINST.”
For Proposal 3, you may vote for “1 YEAR,” “2 YEARS” or “3 YEARS” or “ABSTAIN.” Abstentions will have no effect on the outcome of Proposal 3.
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 |
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| 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 2024 Annual Meeting other than those matters described in this Proxy Statement. The period specified in the proxy statement for our 2023 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 2024 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: | When will you publish the results of the 2024 Annual Meeting? |
| A: | We will include the results of the votes taken at the 2024 Annual Meeting in a Current Report on Form 8-K filed with the SEC within four business days following the 2024 Annual Meeting webcast. |
Annual Report
Our 2023 Annual Report on Form 10-K, which includes our consolidated financial statements for the year ended December 31, 2023, is available on our website at http://investors.laureate.net under “Financials.” Otherwise, please call 786-209-3368 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, 2023 by writing to Laureate Education, Inc., c/o Investor Relations, PMB 1158, 1000 Brickell Ave, Suite 715, Miami, Florida 33131.
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 Laureate Education, Inc., PMB 1158, 1000 Brickell Ave, Suite 715, Miami, Florida 33131, Attention: Secretary. Comments or questions regarding Laureate’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.
Deadlines for Submitting Stockholder Proposals for the 2025 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 our governance by submitting proposals and director nominations for consideration at our annual meetings of stockholders. Proposals from stockholders are given careful
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consideration by us in accordance with Rule 14a-8 promulgated under the Exchange Act (“Rule14a-8”). For a proposal to be included in our proxy statement and proxy card for our 2025 Annual Meeting of Stockholders, such proposal must comply with Rule 14a-8 and must be received by us in writing no later than December 20, 2024. Additionally, if our 2025 Annual Meeting of Stockholders is held not more than thirty days before or more than seventy days after May 30, 2025, any stockholder proposal or director nomination for our 2025 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” if it is received by us prior to the close of business on January 30, 2025 or later than the close of business on March 1, 2025 or after the 10th day following the day on which public announcement of the date of the 2025 Annual Meeting of Stockholders is first made by us. An untimely proposal may not be brought before or considered at our 2025 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 Election of Directors — 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 31, 2025.
All stockholder proposals and director nominations must be addressed to the attention of our Secretary at Laureate Education, Inc., PMB 1158, 1000 Brickell Ave, Suite 715, Miami, Florida 33131. The chair of our 2025 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
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,” 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 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., 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.
Other Matters
As of April 19, 2024, our Board of Directors knows of no other business to be acted upon at the 2024 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
Senior Vice President, Chief Legal Officer and Secretary
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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 29, 2024. 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. | |
| During The Meeting - Go to www.virtualshareholdermeeting.com/LAUR2024
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 - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. EDT on May 29, 2024. 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:
V47623-P08084 KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
| LAUREATE EDUCATION, INC. | For | Withhold | For All | 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. | ||||||||||||||||||
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Voting Items: |
All | All | Except | |||||||||||||||||||
| 1. | To elect ten (10) directors, each of whom shall hold office for a one year term until the 2025 Annual Meeting of Stockholders. |
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| Nominees:
01) Andrew B. Cohen 06) Barbara Mair 02) William J. Davis 07) George Muñoz 03) Pedro del Corro 08) Dr. Judith Rodin 04) Aristides de Macedo 09) Eilif Serck-Hanssen 05) Kenneth W. Freeman 10) Ian K. Snow |
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| For | Against | Abstain | ||||||||||||||||||||
| 2. | To approve, by advisory vote, the compensation of the named executive officers. |
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| 1 Year | 2 Years | 3 Years | Abstain | |||||||||||||||||||
| 3. | To approve, by advisory vote, the frequency of future advisory votes on executive compensation. |
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| For | Against | Abstain | ||||||||||||||||||||
| 4. | To ratify the appointment of PricewaterhouseCoopers LLP as Laureate’s independent registered public accounting firm for the year ending December 31, 2024. |
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| The Board of Directors recommends you vote FOR the election of directors, FOR proposals 2 and 4, and 1 YEAR for proposal 3.
NOTE: At their discretion, the Proxies are authorized to transact such other business as may properly come before the 2024 Annual Meeting and any adjournments thereof.
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. |
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| Signature [PLEASE SIGN WITHIN BOX] | Date |
Signature (Joint Owners) | Date | |||||||||||||
Table of Contents
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.
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V47624-P08084
LAUREATE EDUCATION, INC.
Annual Meeting of Stockholders
May 30, 2024 10:00 AM EDT
This proxy is solicited by the Board of Directors
The undersigned hereby (1) acknowledges receipt of the Notice of 2024 Annual Meeting of Stockholders, Proxy Statement and 2023 Annual Report for the 2024 Annual Meeting of Stockholders of Laureate Education, Inc. to be held on Thursday, May 30, 2024, at 10:00 a.m., EDT, via live webcast at www.virtualshareholdermeeting.com/LAUR2024, and (2) hereby appoints Leslie S. Brush and Richard M. Buskirk, 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 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 2024 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 4 AND 1 YEAR FOR PROPOSAL 3, AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE 2024 ANNUAL MEETING AND ANY ADJOURNMENTS THEREOF.
Continued and to be marked, dated and signed, on the other side