SEC Form DEF 14A filed by Laureate Education Inc.

          PMB 1158, 1000 Brickell Ave, Suite 715

          Miami, Florida 33131

April 11, 2025

Dear Stockholder,

We welcome you to join us virtually for the 2025 Annual Meeting of Stockholders of Laureate Education, Inc. (“Laureate”) to be held on Thursday, May 22, 2025, 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/LAUR2025.

The attached Notice of 2025 Annual Meeting and proxy statement describe the business that we will conduct at the 2025 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:

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 2025 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.

On behalf of the entire Board of Directors, I thank you for your continued investment in, and ongoing support of, Laureate.

Sincerely,

Andrew B. Cohen

Chairman of the Board of Directors

The proxy statement is dated April 11, 2025 and is first being made available to stockholders on or about April 11, 2025.

Notice of 2025 Annual Meeting

of Stockholders

Items of Business

Proposal

Stockholders will also transact any other business that properly comes before the 2025 Annual Meeting and any adjournment.

Voting Methods

Your vote is important. Whether or not you plan to attend the 2025 Annual Meeting online, please vote as soon as possible to make sure that your shares are represented.

A list of the holders of record of our common stock will be available at the 2025 Annual Meeting webcast and, during the 10 days prior to the 2025 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 11, 2025

Table of Contents

Proxy Statement Summary

2025 Annual Meeting of Stockholders

How to Vote Your Shares

Voting Overview

Board Nominees

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.

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Proposal 1:

Election of Directors

At the 2025 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. 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 2026 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.

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 (the “Board”) has nominated ten persons to stand for election at the 2025 Annual Meeting and to hold office until the next annual meeting of stockholders. All nominees are currently Directors elected at the 2024 Annual Meeting.

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.

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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.”

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4 Laureate Education, Inc.

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Corporate Governance

Director Independence

Pursuant to our Corporate Governance Guidelines, our Board of Directors evaluated the independence of all Directors 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.

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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

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. 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.

Board Leadership Structure

Our Board of Directors currently is led by an independent director, Andrew B. Cohen, Chairman of the Board. Our Bylaws and Corporate Governance Guidelines permit the roles of Chairman of the Board and Chief Executive Officer (“CEO”) 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 of the Board and 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.

Board Attendance

During 2024, our Board of Directors held seven meetings and its committees collectively held 30 meetings. All of our Directors attended at least 75% of Board and applicable committee meetings in 2024. Directors are expected to attend all Board and Committee meetings, as well as our annual meeting of stockholders. Each current Director attended the 2024 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 2024 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.

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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.”

C – Chair    M – Member    * Audit committee financial expert

Audit and Risk Committee Key Responsibilities:

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:

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Nominating and Corporate Governance Committee Key Responsibilities:

Education Committee Key Responsibilities

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

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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.

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.

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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.

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

Our mission has always been to expand access to high-quality higher education, reflecting our identity as a purpose and impact-driven organization. Central to our ongoing impact strategy is ensuring that our operations deliver on the promise of both expanded access and academic quality. 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.’

We are committed to operating with the highest ethical standards, promoting strong student outcomes, ensuring transparent communication with all stakeholders, actively engaging with our communities, and sustaining an unwavering determination to create positive impact and deliver on our promises. As with all companies, our impact reporting practices continue to evolve, and we are proactively preparing for future reporting requirements.

Across Laureate, the measurement and reporting of impact – along with associated risk management – are coordinated across a matrix of governance structures. This approach is overseen by our Board of Directors and executive leadership, including the President and CEO, ensuring accountability at the highest levels.

Our Board’s Nominating and Corporate Governance Committee has formal oversight of our environmental, social and governance, or ESG, strategy, initiatives, policies, practices, and reporting – including programs addressing

2025 Proxy Statement 11

corporate social responsibility, our public benefit corporation obligations, and environmental sustainability. In addition, our Board’s Education Committee is responsible for our education strategy, offerings, policies, and procedures, aligned with our mission to expanding access to quality education in the communities we serve.

Key structures that support comprehensive oversight, transparency, and leadership of our impact include several management committees:

For over 25 years, we have upheld a strong commitment to positive impact in the communities we serve. This long-standing dedication spans our efforts to expand educational access, ensure academic quality, improve student outcomes, and foster community engagement. Today, we maintain a robust impact oversight structure and have published an annual impact summary since 2014 to transparently report our progress. As of 2022, these reports align with the United Nations Sustainable Development Goals (SDGs). Our disclosures now incorporate the Sustainability Accounting Standards Board (SASB) standards, reinforcing our commitment to recognized global frameworks and to a sustainable, equitable future.

You can read more about our 2024 impact highlights on our website 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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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 2024 named executive officers (“NEOs”) listed below.

The discussion regarding the 2024 compensation of our NEOs is divided into four sections.

Executive Summary

Our commitment to outstanding performance drove strong financial results in 2024, with continued revenue growth and margin expansion. In 2024, new enrollments increased 5%, and total enrollments also were up 5% compared to the prior fiscal year, bringing our total enrollments in Mexico and Peru to 472,000 at year end. On a reported basis, revenue increased 6% to $1,566.6 million, operating income was $374.0 million and net income for the year was $296.4 million. These results were achieved under the leadership of our NEOs and reflect successful execution of our strategies of simplification, focus, growth, and operational efficiency, while delivering on our commitment to academic quality and successful student outcomes.

In addition to favorable financial results, our strong balance sheet and high free cash flow generation allowed us to return capital to stockholders through a $100 million stock buyback program announced in February 2024 and increased by $100 million in September 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 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 stockholder feedback, changes in our operations and strategy and evolving compensation practices that are consistent with our compensation philosophy and serve the interests of our stockholders.

We exceeded our 2024 financial goals set in our annual incentive plan program, which resulted in an average payout of 116% of target bonus to our NEOs. We also achieved 2024 targets under our performance share unit grants, which vested 100% of target of the 2024 tranches. For further details regarding 2024 compensation outcomes, see “— Executive Compensation Program,” “— Annual Incentive Plan — 2024 AIP Outcomes,” and “— Long-Term Incentive Plan: Stock-Based Compensation — 2024 PSU Outcomes.”

The Compensation Committee believes that the 2024 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.

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:

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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 CEO); 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 96.5% of votes cast for the say-on-pay proposal in our 2024 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:

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:

The amount and structure of compensation can also vary by executive due to competitive pressures inherent in retaining and attracting experienced leaders in our industry.

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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:

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 2024.

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 2024, the Compensation Committee reviewed the base salary of each of our NEOs in light of our company profile and size, a market review of compensation levels and regional inflation considerations and determined to increase the base salary of each NEO effective March 1, 2024 as follows: Mr. Serck-Hanssen – 3.5% (representing the first salary increase for Mr. Serck-Hanssen in over five years), Mr. Buskirk – 3.5%, and Mr. Cardoso – 5.0%.

Effective April 1, 2024, Ms. Brush was appointed to the position of Senior Vice President, Chief Legal Officer and Secretary and received a promotion increase in base salary to $374,500 as of such date.

After a further market review of compensation and for retention purposes, effective June 1, 2024, Mr. Cardoso received an additional 10% increase in base salary.

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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 individual multiplier for executives is based on achievement of personal performance objectives.

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: (i) Adjusted Financing EBITDA (weighted 40%), (ii) Revenues (weighted 30%), (iii) New Enrollment (an education industry metric) (weighted 20%) and (iv) Unlevered Free Cash Flow (weighted 10%). The Compensation Committee selected these metrics for the following reasons:

The 2024 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.

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Generally, our overall incentive awards are capped at 200% of target; however, the Compensation Committee has discretion to adjust such cap 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 2024 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 2024 AIP bonus results.

2024 AIP Outcomes

Following the end of the fiscal year when results are available, the Compensation Committee reviewed and approved the organizational multipliers, each NEO’s individual performance multipliers and the determination of the annual incentive award payout for each NEO.

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 2024 AIP metrics and individual objectives.

For Messrs. Serck-Hanssen and Buskirk and Ms. Brush, 2024 AIP awards were measured based on corporate level performance results. The following table contains the goal for each performance metric used to determine these NEOs’ organizational multiplier component of the 2024 AIP awards.

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For Mr. Cardoso, as a result of serving as Chief Operating Officer and Chief Executive Officer, Mexico during 2024, the organizational multiplier component of his 2024 AIP award was based 50% on corporate level performance (i.e., 116% of target) and 50% on the performance of the Mexico business (i.e., 120% of target). The resulting combined organizational multiplier was 118%. The following table contains the goal for each performance metric used to determine the Mexico component of the organizational multiplier for the 2024 AIP award for Mr. Cardoso.

The Compensation Committee determined each NEO’s individual performance multiplier taking into account the following factors: 2024 results with respect to each operational performance metric, significant achievements of outperforming key budgeted performance metrics, increase in organic growth rate and expansion of margins, while maximizing academic quality and successful student outcomes. The Compensation Committee believes payouts based on organizational performance multipliers and approved individual performance multipliers appropriately reflect achieved corporate and individual performance. The table below provides information relating to the 2024 target AIP award and the Compensation Committee approved actual AIP payments for each of the NEOs.

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

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compensation is key to linking pay to performance. In addition, equity compensation helps to align the interests of our NEOs with those of our stockholders, as it rewards our NEOs for enhancing stockholder value.

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. 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 2024, 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.

Setting 2024 LTI Target Value

The Compensation Committee sets each NEO’s 2024 LTI target value taking into consideration such factors as the Company’s compensation philosophy, program objectives, relevant market data, and individual performance and scope of duties and responsibilities. The LTIP target value is allocated equally between grants of PSUs and RSUs. The table below shows each NEO’s 2024 LTI target value and the number of shares granted under each equity award:

Description of 2024 LTI Awards

The table below describes the key terms of PSUs and RSUs granted to each NEO in 2024.

2024 Special One-Time Retention Awards

On May 30, 2024, the Compensation Committee approved the grant of special one-time retention RSU awards to Messrs. Buskirk and Cardoso, with a grant date value of $2,000,000 and $3,000,000, respectively. One-third of these RSU awards will vest on December 31, 2026, and the remaining two-thirds will vest on December 31, 2027, with such vesting to be accelerated upon a change of control and upon termination without cause with vesting prorated for time employed over the three years after date of grant. In light of competitive pressures with respect to these roles, the Compensation Committee intended for these additional grants to enhance the amount and retention value of the equity stakes of these NEOs.

20 Laureate Education, Inc.

For additional information on all 2024 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 “2024 Executive Compensation Tables.”

2024 PSU Outcomes

In February 2025, the Compensation Committee determined, based on 2024 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 2024 performance. Accordingly, the 2024 tranche of the PSUs granted in 2023 and 2024 vested and were settled in shares of our common stock in March 2025. PSUs granted in 2022 provided for time-based vesting for 2024 and were not subject to performance vesting. The table below provides information relating to the achievement of PSU vesting with respect to fiscal year 2024 targets.

Benefits

We provide various employee benefit programs to our employee NEOs, including medical, dental, life/accidental death and dismemberment, disability insurance benefits, wellness fund 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 and Special One-Time Retention Equity Grant

On November 8, 2023, we entered into an employment letter agreement (the “2023 CEO Letter Agreement”) with Mr. Serck-Hanssen, our President and Chief Executive Officer, which provided for (i) an annual base salary of $850,000 (pro-rated for partial years), (ii) an annual target bonus opportunity equal to 130% of annual base salary, and (iii) an annual target long term incentive equity award with a grant date value of $2,550,000.

On December 12, 2024, we entered into an employment letter agreement (the “2024 CEO Letter Agreement”) with Mr. Serck-Hanssen, which amended and restated the terms and conditions of the 2023 CEO Letter Agreement and was reviewed and approved by the Compensation Committee and the Board. The 2024 CEO Letter Agreement provides for (i) an annual base salary of $1,000,000, effective January 1, 2025, (ii) an annual target bonus opportunity equal to 130% of annual base salary, (iii) a one-time retention equity grant with an aggregate grant date value equal to $5,000,000, comprised of restricted stock units (the “One-Time RSU Award”), subject to the same terms and conditions as the restricted stock units granted to Mr. Serck-Hanssen in February 2024 (provided, however, that the One-Time RSU Award will vest 50% on each of December 12, 2025 and December 12, 2026, respectively, and any unvested portion will fully vest upon Mr. Serck-Hanssen’s termination of employment by the Company without “Cause” (as defined in the Company Severance Policy for Executives (the “Severance Policy”)) or due to his death or “Disability” (as defined in the Severance Policy), (iv) commencing with our regular annual equity grant cycle for fiscal 2025, and continuing for each subsequent fiscal year during the employment term, an annual target long term incentive equity grant with a grant date value equal to 350% of Mr. Serck-Hanssen’s base salary, and (v) severance benefits as provided under, and in accordance with the terms of, the Severance Policy (provided, however, that the One-Time RSU Award will fully vest upon Mr. Serck-Hanssen’s termination of employment by the Company without “Cause” or due to his death or “Disability”). Pursuant to the 2024 CEO Letter Agreement, the One-Time RSU Award was granted on January 2, 2025, with the number of RSUs determined based on the volume weighted average price per share of our common stock during regular trading sessions (and excluding pre-market and after-hours trading) over the 30 consecutive trading days prior to and including the grant date.

Under the 2024 CEO Letter Agreement, we must provide Mr. Serck-Hanssen with six months’ written notice to terminate him without “Cause” and Mr. Serck-Hanssen must provide the Company with six months’ written notice to resign for any reason or no reason (other than due to Mr. Serck-Hanssen’s death or “Disability”).

2025 Proxy Statement 21

The Compensation Committee and our Board unanimously approved the special retention One-Time RSU Award grant to Mr. Serck-Hanssen in connection with the 2024 CEO Letter Agreement. After careful consideration of the critical importance of leadership continuity, the Company’s track record of strong financial performance under Mr. Serck-Hanssen’s leadership, and our strategic objectives and competitive market conditions, the Compensation Committee and our Board determined that the One-Time RSU Award was in the best interests of the Company and all of our stakeholders. The approval of the One-Time RSU Award by the Compensation Committee and our Board was based on the following key considerations:

The Compensation Committee and our Board believe the special retention One-Time RSU Award represents a prudent investment in leadership continuity and will benefit the Company and its stakeholders. This grant complements, but does not replace, our regular annual executive compensation program and is not expected to be recurring.

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, as amended, 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 was amended as applicable to reflect Mr. Cardoso’s compensation increases.

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 “ — 2024 Executive Compensation Tables — Potential Payments upon Termination or Change in Control.”

22 Laureate Education, Inc.

2024 Executive Compensation Tables

Summary Compensation Table

The following table sets forth information regarding the compensation of our NEOs for 2024, 2023 and 2022.

For Ms. Brush and Mr. Buskirk in 2024, represents amounts contributed pursuant to our 401(k) matching program.

For Mr. Cardoso in 2024, pursuant to the Cardoso Agreement, includes $75,751 — related to vacation benefit; $47,269 — related to additional monthly payment benefit; $40,828 — annual car allowance, $38,204 — related to health insurance premiums, $24,775 — related to life insurance premiums, and $3,572 — meal vouchers.

For Mr. Sinkfield in 2024, includes $17,250 contributed pursuant to our 401(k) matching program and, in connection with his termination of employment on June 30, 2024, cash payments of severance — $890,000, pro-rated 2024 annual bonus — $258,100, accrued vacation — $19,629; and company paid health insurance benefits — $2,492.

2025 Proxy Statement 25

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 2024, annual cash incentive awards were granted under the 2024 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 2024 AIP.

Long-Term Incentive Awards. In 2024, 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.

With respect to Messrs. Buskirk’s and Cardoso’s special retention RSUs, one-third of these RSU awards will vest on December 31, 2026, and the remaining two-thirds will vest on December 31, 2027, with such vesting to be accelerated upon a change of control and upon termination without cause with vesting prorated for time employed over the three years after date of grant.

26 Laureate Education, Inc.

Grants of Plan-Based Awards

The following table sets forth information regarding grants of plan-based awards to our NEOs in 2024: