DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant

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Filed by a Party other than the Registrant

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☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

LAUREATE EDUCATION INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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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.

LOGO

PMB 1158, 1000 Brickell Ave, Suite 715

Miami, Florida 33131

April 14, 2023

Dear Stockholder,

We cordially invite you to attend the 2023 Annual Meeting of Stockholders of Laureate Education, Inc. (“Laureate”) to be held on Wednesday, May 24, 2023, 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/LAUR2023.

The attached Notice of 2023 Annual Meeting and proxy statement describe the business that we will conduct at the 2023 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:

Elect a Board of nine (9) directors named in this Proxy Statement.

Hold an advisory vote to approve named executive officer compensation.

Ratify the appointment of PricewaterhouseCoopers LLP as Laureate’s independent registered public accounting firm for the year ending December 31, 2023.

To transact such other business as may properly come before the 2023 Annual Meeting and any adjournments thereof.

Please carefully read each of the proposals in the accompanying proxy 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 2023 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 14, 2023 and is first being made available to stockholders on or about April 14, 2023.

LOGO

Notice of 2023 Annual Meeting

of Stockholders

Date and Time

Wednesday, May 24, 2023,

at 10:00 a.m., Eastern Daylight Time

Location

Online only at www.virtualshareholder

meeting.com/LAUR2023

Who Can Vote

The record date for the Annual Meeting is March 27, 2023. If you held Laureate Education, Inc. stock at the close of business on that date, you are entitled to vote at the Annual Meeting.

Items of Business

Proposal

Elect a board of nine (9) directors named in this Proxy Statement.

Hold an advisory vote to approve named executive officer compensation.

Ratify the appointment of PricewaterhouseCoopers LLP as Laureate’s independent registered public accounting firm for the year ending December 31, 2023.

Stockholders will also transact any other business that properly comes before the 2023 Annual Meeting and any adjournment.

Voting Methods

Your vote is important. Whether or not you plan to attend the 2023 Annual Meeting online, please vote as soon as possible to make sure that your shares are represented.

INTERNET

www.proxyvote.com

TELEPHONE

1-800-690-6903

MAIL

Complete, sign, date and return your proxy card (if you received one) in the envelope provided.

ONLINE AT ANNUAL MEETING

www.virtualshareholder meeting.com/LAUR2023

A list of the holders of record of our common stock will be available at the 2023 Annual Meeting webcast and, during the 10 days prior to the 2023 Annual Meeting webcast, at the offices of our corporate headquarters located at 601 Brickell Key Drive, Suite 700, Miami, Florida 33131.

BY ORDER OF THE BOARD OF DIRECTORS:

LOGO

Leslie S. Brush

Deputy General Counsel and Secretary

April 14, 2023

Important Notice Regarding the Availability of Proxy Materials for the

2023 Annual Meeting to be held on May 24, 2023:

Our Proxy Statement and 2022 Annual Report are available at

www.proxyvote.com.

Table of Contents



Proxy Statement Summary			1

Proposal 1: Election of Directors			2
Recommendation of our Board of Director			2
Nominees for Election to the Board of Directors			2
Corporate Governance			6
Directors Designated by Certain of the Wengen Investors under the Wengen Securityholders Agreement			6
Director Independence			6
Board Diversity			6
Board Leadership Structure			7
Board Attendance			7
Board Committees			7
Code of Conduct and Ethics			9
Board Oversight of Risk Management			9
Delinquent Section 16(a) Reports			10

Executive Compensation			11
Compensation Discussion and Analysis			11
Compensation Committee Report			22
2022 Executive Compensation Tables			23
Summary Compensation Table			23
Grants of Plan-Based Awards			25
Outstanding Equity Awards at Fiscal Year-End			25
Option Exercises and Stock Vested			27
Potential Payments upon Termination or Change in Control			27
CEO Pay Ratio			31
Pay Versus Performance			32

Director Compensation			34

Equity Plan Compensation Information			36

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			37



Certain Relationships and Related Party Transactions, and Director Independence			40
Wengen Securityholders Agreement and Registration Rights Agreement			40
Management Stockholder’s Agreements			41
Conflicts of Interest Policy			41

Proposal 2: Non-Binding Advisory Vote on Executive Compensation (“Say-on-Pay”)			42
Recommendation of our Board of Directors			42

Proposal 3: Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm			43
Recommendation of our Board of Directors			43

Audit and Risk Committee Matters			44
Audit and Risk Committee Report			44
Audit Fees and All Other Fees			45
Audit and Risk Committee Pre-approval of Service of Independent Registered Public Accounting Firm			45

Other Information			46
Questions and Answers about the 2023 Annual Meeting			46
Annual Report			50
Communications with the Board of Directors			50
Deadlines for Submitting Stockholder Proposals for the 2024 Annual Meeting			50
Householding of Proxy Materials			51
Other Matters			51

LOGO

Proxy Statement Summary

2023 Annual Meeting of Stockholders


Date and Time:		May 24, 2023 10:00 a.m., Eastern Daylight Time

Place:		Virtual Meeting via live webcast at www.virtualshareholdermeeting.com/LAUR2023

Record Date:		March 27, 2023

How to Vote Your Shares

INTERNET

www.proxyvote.com

TELEPHONE

1-800-690-6903

MAIL

Complete, sign, date and return your proxy card (if you received one) in the envelope provided.

ONLINE AT ANNUAL MEETING

www.virtualshareholder meeting.com/LAUR2023

Voting Overview



	Proposal Description	Board Vote Recommendation	Page Number with More Information

Proposal 1	Election of nine (9) directors named herein	“FOR” all nominees	2

Proposal 2	Advisory vote on executive compensation	“FOR”	42

Proposal 3	Ratification of the appointment of PricewaterhouseCoopers LLP as Laureate’s independent registered public accounting firm for the year ending December 31, 2023	“FOR”	43

Board Nominees



Name	Position	Age	Director Since

Andrew B. Cohen	Independent Director	51	2013

Pedro del Corro	Independent Director	65	2017

Aristides de Macedo	Independent Director	67	–

Kenneth W. Freeman	Chairman of the Board, Independent Director	72	2017

Barbara Mair	Independent Director	61	2022

George Muñoz	Independent Director	71	2013

Dr. Judith Rodin	Independent Director	78	2013

Eilif Serck-Hanssen	Director, President and Chief Executive Officer	57	2018

Ian K. Snow	Independent Director	53	2007

This Proxy Statement Summary contains highlights of certain information in this Proxy Statement. Because it is only a summary, it does not contain all of the information that you should consider before voting. Please review the complete Proxy Statement and Laureate’s Annual Report on Form 10-K for additional information.

2023 Proxy Statement 1

Proposal 1:

Election of Directors

At the 2023 Annual Meeting, our stockholders will be asked to elect the nine Director nominees named herein for a one-year term expiring at the next annual meeting of stockholders. Subject to the Wengen Securityholders Agreement (as defined below), each director will hold office until his or her successor has been elected and qualified or until the director’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 2024 and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal.

Each proxy or vote instruction form will be voted for the election of each of the Director nominees named herein as directors, unless the proxy contains contrary instructions. Shares of 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 2023 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 nine persons to stand for election at the 2023 Annual Meeting and to hold office until the next Annual Meeting. All nominees are currently Directors elected at the 2022 Annual Meeting, except for Mr. de Macedo, who is a new Director nominee.

The Nominating and Governance Committee has recommended the nine nominees for nomination by the Board of Directors after an evaluation of the size and composition of the Board and a review of each member’s skills, experience, and independence. Our Board of Directors believes that each of the nominees brings strong skills, background, experience and expertise to the boardroom, giving the Board as a group the appropriate balance of skills needed to exercise its oversight responsibilities and composition that aligns with our long-term strategy. The Board further believes that diversity with respect to gender, race and ethnicity, background, professional experiences and perspectives are important elements in the Board selection process. See “— Corporate Governance — Board Diversity.”

We believe that we have an effective process in place for seeking out, evaluating and recommending potential candidates for election to the Board. The Board recognizes the importance of evaluating Board refreshment within the context of our overall business strategy and current operations. The Nominating and Governance Committee regularly considers the size and composition of the Board by considering the diversity, background, experience, and tenure of our Board members. Discussions were held throughout the year covering Director tenure and the skill sets represented by the current Directors and in consideration of the need to add new members with unique expertise and experiences that the Nominating and Governance Committee and the Board believe will benefit the Company and the Board as a whole.

Through this process, the Nominating and Governance Committee, with the assistance of an independent third-party search firm, has determined to recommend, and the Board to nominate, Aristides de Macedo for election as a Director at the 2023 Annual Meeting. Mr. de Macedo’s executive leadership roles, business experience in Latin America, and experience serving as a director of a Laureate university in Peru make him well qualified to serve as a Director. The Board expects Mr. de Macedo to provide meaningful perspectives on a wide range of matters, including with respect to our strategic priorities and valuable industry insights.

2 Laureate Education, Inc.

By nominating Mr. de Macedo, the Board of Directors intends to fill the vacancy on the Board of Directors created by the resignation of William K. Cornog as of November 22, 2022.

The names of the nominees for election to the Board of Directors and certain information about such nominees 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

Age: 51

Director since: 2013

Committees:

Compensation
(Chair)

Mr. Cohen is the chief investment officer and co-founder of Cohen Private Ventures, LLC, which invests long-term capital, primarily in direct private investments and other opportunistic transactions, and manages family office activities, on behalf of Steven A. Cohen. From 2002 to 2005 and from 2010 to 2014, Mr. Cohen was an analyst and portfolio manager at S.A.C. Capital Advisors, L.P., an investment management firm and the predecessor to Cohen Private Ventures, LLC. From 2005 to 2009, Mr. Cohen was a managing director and partner of Dune Capital Management LP, an investment management firm. Mr. Cohen began his career at Morgan Stanley, where he was an analyst in the real estate department and principal investing group (MSREF) and then an associate in the mergers and acquisitions group after business school. Mr. Cohen currently is a director of Republic First Bancorp, Inc. and serves as a member of the boards of directors of several private companies. He also serves on the National Advisory Board of the Johns Hopkins Berman Institute of Bioethics and the Painting and Sculpture Committee of The Whitney Museum of American Art. Mr. Cohen earned a B.A. from the University of Pennsylvania and an M.B.A. from the Wharton School of the University of Pennsylvania.

Pedro del Corro

Age: 65

Director since: 2017

Committees:

Compensation

Education

Mr. del Corro is a member of Torreal, S.A., one of the largest private investment firms in Spain. He joined Torreal in 1990 and is currently a Senior Advisor and Member of the Family Counsel. Prior to joining Torreal, Mr. del Corro held various positions with Procter & Gamble in Spain, Belgium, the United Kingdom and Portugal. Mr. del Corro currently is a director of each of Arbarin Sicav, S.A., Inversiones Naira Sicav, S.A., and Austral Capital SIL, S.A. In the past five years, he has served as a member of the boards of directors of Universidad Europea de Madrid, S.L.U., Imagina Media Audiovisual, S.L. and Saba Infraestructuras. Mr. del Corro earned a law degree from the Universidad de Deusto and a business administration degree from ICADE Business School — Universidad Pontificia de Comillas.

Aristides de Macedo New Director Nominee

Age: 67

Director since: —

Mr. de Macedo has more than 30 years of international business experience in Latin America. Mr. de Macedo previously served as the Chief Executive Officer of Grupo Salud Del Perú SAC, a health services start-up, from 2010 to 2011, and held various executive positions with Kraft Foods Inc., including as President of Kraft Andean from 2007 to 2009, President of Kraft Brasil from 2003 to 2006, General Manager of Kraft Venezuela from 2001 to 2003, and General Manager of Kraft Peru from 1999 to 2001. Mr. de Macedo has served on various public and private boards of directors in Latin America and currently serves as a director of Alicorp S.A.A., a Peruvian consumer goods company, since 2010, and Grupo Vazquez, an Ecuadorian company operating in diversified sectors including automotive, retail and insurance, since 2020. Additionally, Mr. de Macedo served as the independent Chairman of the board of directors of Universidad Peruana de Ciencias Aplicadas, a Laureate university, from 2015 to April 2023, after becoming a director in 2012. Mr. de Macedo earned a B.A. in business administration from Fundação Getulio Vargas (Brazil).

2023 Proxy Statement 3

Kenneth W. Freeman Chairman

Age: 72

Director since: 2017

Chairman since:
2019

Committees:

Audit and Risk

Compensation

Education

Nominating &
Corporate
Governance

Mr. Freeman has been Dean Emeritus and Professor of the Practice at Boston University Questrom School of Business since 2018 and served as the Allen Questrom Professor and Dean from 2010 to 2018. Since September 2022, Mr. Freeman has served as Vice President and Associate Provost at Boston University. In January 2022, he was named the Interim Vice President and Associate Provost for Online Learning Initiatives and was Interim Vice President for Human Resources at Boston University in 2020 and 2021. In 2005, Mr. Freeman joined KKR, a global alternative asset manager, engaging primarily with the healthcare and industrial teams. From 2010 through 2014, Mr. Freeman served as a senior advisor to KKR. Prior to joining KKR, Mr. Freeman was chairman and chief executive officer of Quest Diagnostics Incorporated from 1997 through 2004. In 1995 and 1996, Mr. Freeman was the president and chief executive officer of Corning Clinical Laboratories, the predecessor company to Quest Diagnostics Incorporated. Prior to that, he served in various general management and financial roles with Corning Incorporated. Mr. Freeman currently is a director of Production Resource Group, LLC, Lightcast and WBUR. Mr. Freeman earned a B.S.B.A. from Bucknell University and an M.B.A. from Harvard Business School.

Barbara Mair

Age: 61

Director since: 2022

Committees:

Audit and Risk

Education

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

Age: 71

Director since: 2013

Committees:

Audit and Risk
(Chair)

Compensation

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 January 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 each of Marriott International, Inc. and Altria Group, Inc. and a Trustee of the National Geographic Society. Mr. Muñoz earned a B.B.A. from the University of Texas, a J.D. and a Master of Public Policy from Harvard University, an LL.M. in Taxation from DePaul University, and a Master of Arts (Theology) from Catholic Distance University.

4 Laureate Education, Inc.

Dr. Judith Rodin

Age: 78

Director since: 2013

Committees:

Education (Chair)

Nominating &
Corporate
Governance
(Chair)

Dr. Rodin served as the president of The Rockefeller Foundation from March 2005 to January 2017. The foundation supports efforts to combat global social, economic, health and environmental challenges. From 1994 to 2004, Dr. Rodin served as the president of the University of Pennsylvania. Before that, Dr. Rodin chaired the Department of Psychology at Yale University, and also served as the dean of the Graduate School of Arts and Sciences and provost, and served as a faculty member at the university for 22 years. From 1997 to 2013, Dr. Rodin served as a member of the board of directors of AMR Corporation (and a member of its audit committee). From 2002 to 2018, Dr. Rodin served as a member of the board of directors of Comcast Corporation (and a member of its audit and compensation committees). From 2004 to 2017, Dr. Rodin served as a member of the board of directors of Citigroup Inc. (and a member of its compensation committee). Dr. Rodin currently 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.

Eilif Serck-Hanssen President and Chief Executive Officer

Age: 57

Director since: 2018

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

Age: 53

Director since: 2007

Committees:

Nominating &
Corporate
Governance

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.

2023 Proxy Statement 5

Corporate Governance

Directors Designated by Certain of the Wengen Investors under the Wengen Securityholders Agreement

Our Board of Directors currently consists of eight 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 5,357,143 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.

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 Company’s common stock, then the additional director must offer his resignation as a director to the Company’s Board of Directors, and CPV thereafter will no longer be entitled to designate an additional director.

Until November 22, 2022, Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates, “KKR”) was entitled to designate one of our directors pursuant to the Wengen Securityholders Agreement. Upon the sale of all of KKR’s shares of common stock of Laureate pursuant to an underwritten secondary offering completed on November 22, 2022, KKR’s designation rights terminated and, accordingly, William K. Cornog, KKR’s director designee, resigned from the Board.

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 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, 38% of our directors were women or racially or ethnically diverse individuals. We believe that our current directors possess diverse professional experiences, skills and backgrounds, in addition to, among other characteristics, high standards of personal and professional ethics and valuable knowledge of our business and our industry.

6 Laureate Education, Inc.

The following Board Diversity Matrix presents our Board diversity statistics in accordance with Nasdaq Rule 5606, as self-disclosed by our directors. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605.

Board Diversity Matrix

(As of March 27, 2023)



Total Number of Directors	8

Gender	Female	Male	Non-Binary	Did Not Disclose Gender

Directors	2	6	–	–

Number of directors who identify in any of the categories below:

African American or Black	–	–	–	–

Alaskan Native or Native American	–	–	–	–

Asian	–	–	–	–

Hispanic or Latinx	–	1	–	–

Native Hawaiian or Pacific Islander	–	–	–	–

White	1	5	–	–

Two or More Races or Ethnicities	1	–	–	–

LGBTQ+	–

Did not Disclose Demographic Background	–

Board Leadership Structure

Our Board of Directors currently is led by an independent director, Kenneth W. Freeman, Chairman of the Board. Our Bylaws and Corporate Governance Guidelines permit the roles of Chairman of the Board and Chief Executive Officer to be filled by the same or different individuals. This flexibility allows our Board of Directors to decide, from time to time, in its business judgment after considering relevant factors, including the specific needs of the business and what is in the best interest of the stockholders, whether the two roles should be combined or separated. Our Board of Directors believes that our stockholders are best served at this time by having an independent director serve as Chairman of the Board. Our Board of Directors believes that this leadership structure effectively allocates authority, responsibility and oversight between management and members of our Board of Directors. The Chief Executive Officer retains primary responsibility for the operational leadership and strategic direction of the Company, while the Chairman facilitates our Board’s oversight of management and promotes communication between senior management and Directors.

Board Attendance

During 2022, our Board of Directors held nine meetings and its committees collectively held 26 meetings. All of our incumbent Directors attended at least 75% of Board and applicable committee meetings in 2022. Directors are expected to attend all Board and Committee meetings, as well as our annual meeting of stockholders. Each current Director attended the 2022 annual meeting of stockholders.

Board Committees

To support effective corporate governance, our Board of Directors 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 a Committee on Education. The current members of our committees, the number of meetings held in 2022 and the principal functions of each committee are shown below. Each member is independent under the Nasdaq listing standards, as well as applicable Securities and Exchange Commission (“SEC”) rules for Board and committee service.

Each committee has a charter setting forth its roles and responsibilities. Those charters can be found on our website at http://investors.laureate.net under “Leadership & Governance.”

2023 Proxy Statement 7



Director	Audit and Risk	Compensation	Nominating and Corporate Governance	Education

Andrew B. Cohen		C

Pedro del Corro		M		M

Kenneth W. Freeman	M	M	M	M

Barbara Mair	M			M

George Muñoz	C*	M

Dr. Judith Rodin			C	C

Eilif Serck-Hanssen

Ian K. Snow			M

Number of meetings during 2022	8	8	6	4

C – Chair M – Member * Audit committee financial expert

Audit and Risk Committee 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

•

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 risk related to cyber security

•

Reviews with the Company’s chief legal officer litigation matters, government investigations and compliance with legal requirements

•

Reviews and approves any related-party transactions

The Board of Directors has determined that each member of the Audit and Risk Committee has sufficient knowledge in financial and auditing matters under Nasdaq rules and that Mr. Muñoz is an “audit committee financial expert” as defined by the SEC. In December 2022, the Board amended the committee’s charter to change its name from the “Audit Committee” to the “Audit and Risk Committee” to better reflect the committee’s existing responsibility in overseeing enterprise risk assessment and risk management.

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

8 Laureate Education, Inc.

•

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

In May 2022, the Board amended the committee’s charter to reflect its additional responsibility with respect to environmental, social and governance matters.

Committee on Education 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 and sets criteria for relevant metrics and standards

•

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

The Company has adopted a code of conduct and ethics (the “Code of Conduct”) that applies to all of its employees, including the Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer. The Code of Conduct is available on our website at http://investors.laureate.net under “Leadership & Governance.” If the Company ever were to amend or waive any provision of the Code of Conduct that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, the Company intends to satisfy its disclosure obligations, if any, under applicable SEC rules with respect to any such waiver or amendment by posting such information on our website at http://investors.laureate.net rather than by filing a Current Report on Form 8-K.

Board Oversight of Risk Management

We are committed to Board-level oversight of risk management. Our Board of Directors is responsible for assessing major risks facing the Company and overseeing and regularly reviewing management’s plans and actions directed toward the mitigation and/or elimination of such risks. Our Board of Directors’ role in risk oversight of the Company is consistent with the Company’s leadership structure, with the President and Chief Executive Officer (“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

2023 Proxy Statement 9

responsibilities and provides regular reports to the Board regarding matters reviewed at their committee. Our CEO, executive leadership team and other members of our management regularly report to the Board 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.

The Audit and Risk Committee, among other things, has responsibility for oversight of risk management and in connection therewith (i) reviews with our President and CEO and Chief Financial Officer any report on significant deficiencies in the design or operation of our internal controls that could adversely affect the Company’s ability to record, process, summarize or report financial data, any material weaknesses in our internal controls identified to the auditors, and any fraud that involves management or other employees who have a significant role in our internal controls; (ii) reviews and approves any related-party transactions, after reviewing each such transaction for potential conflicts of interests and other improprieties; (iii) provides oversight of the Company’s ethics and compliance activities, with the Company’s Chief Compliance & Ethics Officer reporting jointly to the committee and the CEO; (iv) discusses with management and our independent auditor any correspondence with regulators or governmental agencies that raise material issues regarding the Company’s financial statements or accounting policies; (v) discusses with management the Company’s enterprise risk management program and major financial and other risk exposures and the steps management has taken to monitor and control such exposures; (vi) reviews with the Company’s Chief Legal Officer and reports to our Board of Directors on litigation, material government investigations and compliance with applicable legal requirements and the Code of Conduct; and (vii) receives quarterly cybersecurity updates.

The Compensation Committee, among other things, monitors and assesses the risks associated with the Company’s compensation programs and policies and consults with its independent compensation consultant and with management regarding such risks.

The Nominating and Corporate Governance Committee, among other things, reviews on an ongoing basis the adequacy of the corporate governance principles applicable to the Company and monitors and assesses the risks associated with the Company’s environmental, social and governance activities.

The Committee on Education, among other things, reviews on an ongoing basis and monitors risk associated with accreditation, academic quality, program development, student experience and outcomes, faculty development and technology infrastructure with respect to all of the Company’s institutions.

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.

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 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 2022, except that Mr. Muñoz filed a Form 4 late reporting two transactions in 2021 and two transactions in 2022 involving acquisitions of shares of common stock in pursuant to an automatic dividend reinvestment program.

10 Laureate Education, Inc.

Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides an overview of our compensation philosophy, objectives, material elements of compensation, and the factors and process used in making compensation decisions with respect to our fiscal year 2022 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 and Chief Ethics & Compliance Officer

Timothy P. Grace*		Former Chief Human Resources Officer

*	Mr. Grace served as Chief Human Resources Officer until April 8, 2022.

The discussion regarding the 2022 compensation of our NEOs is divided into four sections.


		Page:

Executive Summary		11

Compensation Governance		12

Executive Compensation Program		13

Policies and Other Considerations		21

Executive Summary

2022 was another positive year, with our growth agenda continuing to deliver strong performance. We have lifted the organic growth rate of the company, improved our operating results through efficiency initiatives, and transformed our financial profile. The most critical priorities for us during 2022, under the leadership of our NEOs, were achieved, including increasing our organic growth rate, driving financial performance and expanding margins, while delivering on our commitment to academic quality and successful student outcomes.

For the full year 2022, we experienced solid year-over-year growth, and significantly increased both our margins and free cash flow generation. Moreover we continued to demonstrate industry leadership in digital and hybrid delivery modes. In 2022, new enrollments increased 13%, and total enrollments were up 9% compared to the prior fiscal year, bringing our total enrollments in Mexico and Peru to 423,000 at year end.

During 2022, we focused on the following four strategic priorities, contributing to our growth momentum: increasing organic revenue growth rate, leveraging our leadership in online and hybrid delivery for capital light growth, margin expansion and continued academic excellence. In addition to a favorable operating performance, our cash accretive business model and strong balance sheet allowed us to return over $500 million of capital to stockholders during 2022 through a combination of cash distributions and share repurchases.

We believe that our executive compensation program is straightforward, consistent, and effective. The primary focus of our compensation philosophy is to pay for performance. We believe that our programs are effectively designed, align well with the interests of our stockholders and are instrumental to achieving our business strategy and key financial objectives. Our programs also have the flexibility to incorporate feedback, changes in our operations and strategy and evolving compensation practices that are important to us and our stockholders.

We exceeded our 2022 financial goals set in our annual incentive plan program and paid out an average of 143% of target bonus to our NEOs given our strong results. We also achieved 2022 targets under our performance share unit grants and vested 100% of the 2022 tranches. For further details regarding 2022 compensation outcomes, under “— Executive Compensation Program,” see “— Annual Incentive Plan — 2022 AIP Outcomes,” and “— Long-Term Incentive Plan: Stock-Based Compensation — 2022 PSU Outcomes.”

The Compensation Committee believes that the 2022 compensation of our NEOs is commensurate with our size and performance, the significant scope of their roles and responsibilities, and their strong leadership.

2023 Proxy Statement 11

Compensation Governance

Highlights of Governance and Design Feature

We are committed to 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

SEC Form DEF 14A filed by Laureate Education Inc.