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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 ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

Laureate Education, Inc.

(Name of Registrant as Specified In Its Charter)

N/A

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

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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Date Filed:

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650 S. Exeter Street
Baltimore, Maryland 21202

April 16, 2021

Dear Stockholder,

We cordially invite you to attend the 2021 Annual Meeting of Stockholders of Laureate Education, Inc. (“Laureate”) to be held on Wednesday, May 26, 2021, at 10:00 a.m., Eastern Daylight Time. This year’s meeting will be a completely virtual meeting. Our virtual stockholder meeting format will use technology designed to increase stockholder access, save Laureate and our stockholders time and money, provide to our stockholders the rights and opportunities to participate in the virtual meeting similar to what they would have at an in-person meeting, and enable increased stockholder attendance and participation because stockholders can participate from any location around the world. In addition to online attendance, we will provide stockholders with the opportunity to hear all portions of the official meeting, submit written questions and comments during the meeting, and vote online during the open poll portion of the meeting. You may attend the meeting, vote your shares and submit questions electronically during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/LAUR2021.

The attached Notice of 2021 Annual Meeting and proxy statement describe the business that we will conduct at the 2021 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 ten (10) directors, as named herein, each of whom shall hold office for a term of one year, expiring at the annual meeting in 2022, and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal.

To hold an advisory vote to approve named executive officer compensation.

To ratify the appointment of PricewaterhouseCoopers LLP as Laureate’s independent registered public accounting firm for the year ending December 31, 2021.

To transact such other business as may properly come before the 2021 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. To ensure that your shares are represented at the 2021 Annual Meeting, whether you plan to virtually attend or not, please vote in accordance with the enclosed instructions. 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. If you vote using a proxy card or vote instruction form, you must sign, date and mail the proxy card or vote instruction form, using the envelope accompanying the card or form. If you decide to attend the 2021 Annual Meeting and wish to modify your vote, you may revoke your proxy and vote in person via attendance at the 2021 Annual Meeting.

Thank you for your continued interest in Laureate.

Sincerely,

Kenneth W. Freeman
Chairman of the Board of Directors

The proxy statement is dated April 16, 2021, and is first being made available to stockholders on or about April 16, 2021.

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NOTICE OF 2021 ANNUAL MEETING
OF STOCKHOLDERS

The 2021 Annual Meeting of Stockholders of Laureate Education, Inc., a public benefit corporation formed under the laws of Delaware, will be held on Wednesday, May 26, 2021, at 10:00 a.m., Eastern Daylight Time, via a virtual meeting that will be webcast live and accessed at
www.virtualshareholdermeeting.com/LAUR2021 for the following purposes:

To hold an advisory vote to approve named executive officer compensation.

To ratify the appointment of PricewaterhouseCoopers LLP as Laureate’s independent registered public accounting firm for the year ending December 31, 2021.

To transact such other business as may properly come before the 2021 Annual Meeting and any adjournments thereof.

The Proxy Statement accompanying this Notice describes each of these items in detail. The Proxy Statement contains other important information that you should read and consider before you vote.

The Board of Directors has fixed the close of business on March 29, 2021 as the record date for the 2021 Annual Meeting. Only the holders of record of our Class A common stock or Class B common stock as of the close of business on the record date are entitled to notice of, and to vote at, the 2021 Annual Meeting webcast and any adjournments thereof. A list of the holders of record of our Class A common stock and Class B common stock will be available at the 2021 Annual Meeting webcast and, during the 10 days prior to the 2021 Annual Meeting webcast, at the offices of our corporate headquarters located at 650 S. Exeter Street, Baltimore, Maryland 21202.

Laureate is furnishing proxy materials to certain stockholders through the Internet as permitted under the rules of the Securities and Exchange Commission. Under these rules, many stockholders will receive a Notice of Internet Availability of Proxy Materials instead of a paper copy of the Notice of Annual Meeting of Stockholders and Proxy Statement, our proxy card, and our Annual Report to Stockholders. We believe that this process gives us the opportunity to serve you more efficiently by making the proxy materials available quickly online and reducing costs associated with printing and postage. Stockholders who do not receive a Notice of Internet Availability of Proxy Materials will receive a paper copy of the proxy materials by mail.

You can vote your shares of Class A common stock or Class B common stock by telephone, electronically via the Internet or by completing and returning a proxy card or vote instruction form if you have received one. If you vote using a proxy card or vote instruction form, you must sign, date and mail the proxy card, using the envelope accompanying the card or form. If you decide to attend the 2021 Annual Meeting webcast and wish to modify your vote, you may revoke your proxy and vote in person via attendance at the 2021 Annual Meeting webcast.

				BY ORDER OF THE BOARD OF DIRECTORS:

	Baltimore, Maryland April 16, 2021			Leslie S. Brush Vice President, Assistant General Counsel and Secretary

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PROXY STATEMENT SUMMARY

2021 ANNUAL MEETING OF STOCKHOLDERS

	Date and Time:			May 26, 2021 10:00 a.m., Eastern Daylight Time
	Place:			Virtual Meeting via live webcast at www.virtualshareholdermeeting.com/LAUR2021
	Record Date:			March 29, 2021

Voting Matters and Board Recommendation

	Proposal Description	Board Vote Recommendation	Page Number with More Information
Proposal 1	Election of 10 directors named herein	“FOR” all nominees	6
Proposal 2	Advisory vote on executive compensation	“FOR”	50
Proposal 3	Ratification of the appointment of PricewaterhouseCoopers LLP as Laureate’s independent registered public accounting firm	“FOR”	51

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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650 S. Exeter Street
Baltimore, Maryland 21202

PROXY STATEMENT FOR THE LAUREATE EDUCATION, INC.
2021 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 26, 2021

This Proxy Statement is being furnished to the holders of the Class A common stock and Class B common stock of Laureate Education, Inc., a Delaware public benefit corporation (“Laureate”), in connection with the solicitation by our Board of Directors of proxies to be voted at the 2021 Annual Meeting of Stockholders of Laureate (the “2021 Annual Meeting”) to be held on Wednesday, May 26, 2021, at 10:00 a.m., Eastern Daylight Time, via a virtual meeting that will be webcast live and accessed at www.virtualshareholdermeeting.com/ LAUR2021, or at any adjournments thereof, for the purposes set forth in the accompanying Notice of 2021 Annual Meeting.

On or about April 16, 2021, our proxy materials or the Notice of Internet Availability of Proxy Materials, as applicable, are being mailed, and this Proxy Statement and the other proxy materials are being made available via the Internet free of charge at www.proxyvote.com, to all stockholders entitled to notice of, and to vote at, the 2021 Annual Meeting webcast. At the close of business on March 29, 2021, the record date for the 2021 Annual Meeting, there were 122,536,715 shares of Class A common stock and 73,544,083 shares of Class B common stock, respectively, outstanding and entitled to notice of and to vote at the 2021 Annual Meeting webcast. Only the holders of record of our Class A common stock and Class B common stock as of the close of business on the record date are entitled to notice of, and to vote at, the 2021 Annual Meeting webcast and any adjournments thereof.

If a stockholder executes and returns a proxy card or vote instruction form or submits vote instructions to us by telephone or via the Internet, the stockholder may nevertheless revoke the proxy at any time prior to its use by filing with the Secretary of Laureate a written revocation or a duly executed proxy bearing a later date or by submitting revised vote instructions to us by telephone or via the Internet prior to 11:59 p.m. EDT on Tuesday, May 25, 2021, in accordance with the instructions on the accompanying proxy card or vote instruction form. A stockholder who attends the 2021 Annual Meeting via webcast may revoke his or her proxy at that time and vote in person via attendance at the virtual meeting if so desired.

Unless revoked or unless contrary instructions are given, each proxy that is properly signed, dated and returned or authorized by telephone or via the Internet in accordance with the instructions on the proxy card or vote instruction form prior to the start of the 2021 Annual Meeting webcast will be voted as indicated on the proxy card or vote instruction form or via telephone or the Internet and if no indication is made, each such proxy will be deemed to grant authority to vote, as applicable:

PROPOSAL 1: FOR the election of Brian F. Carroll, Andrew B. Cohen, William L. Cornog, Pedro del Corro, Michael J. Durham, Kenneth W. Freeman, George Muñoz, Dr. Judith Rodin, Eilif Serck-Hanssen, and Ian K. Snow, each of whom shall hold office for a term of one year, expiring at the annual meeting in 2022, and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal.

PROPOSAL 2: FOR the advisory vote to approve named executive officer compensation.

PROPOSAL 3: FOR ratification of the appointment of PricewaterhouseCoopers LLP as Laureate’s independent registered public accounting firm for the year ending December 31, 2021.

PROPOSAL 4: In the discretion of the proxies with respect to the transaction of such other business as may properly come before the 2021 Annual Meeting webcast and any adjournments thereof.

OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES LISTED UNDER PROPOSAL 1, “FOR” THE ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION UNDER PROPOSAL 2, AND “FOR” THE RATIFICATION OF AUDITORS UNDER PROPOSAL 3.

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	TABLE OF CONTENTS					i
	QUESTIONS AND ANSWERS ABOUT THE 2021 ANNUAL MEETING					1
	PROPOSAL 1: ELECTION OF DIRECTORS					6
	Recommendation of our Board of Directors					6
	Nominees for Election to the Board of Directors					6
	Corporate Governance					9
	Directors Designated by Certain of the Wengen Investors under the Wengen Securityholders Agreement					9
	Director Independence					9
	Controlled Company Exception					10
	Board Diversity					10
	Board Leadership Structure					11
	Board Attendance					11
	Board Committees					11
	Compensation Committee Interlocks and Insider Participation in Compensation Decisions					12
	Code of Conduct and Ethics					12
	Board Oversight of Risk Management					12
	Environmental, Social and Governance Matters					13
	Delinquent Section 16(a) Reports					13
	EXECUTIVE COMPENSATION					14
	Compensation Discussion and Analysis					14
	Compensation Committee Report					26
	Executive Compensation Tables					27
	Summary Compensation Table					27
	Grants of Plan-Based Awards					28
	Outstanding Equity Awards at Fiscal Year-End					29
	Option Exercises and Stock Vested					31
	Nonqualified Deferred Compensation					31
	Potential Payments upon Termination or Change in Control					32
	CEO Pay Ratio					36
	DIRECTOR COMPENSATION					38
	EQUITY PLAN COMPENSATION INFORMATION					40
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS					41
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE					48
	Wengen Securityholders Agreement and Registration Rights Agreement					48
	Management Stockholder’s Agreements					48
	Series A Preferred Stock					48
	Transactions between Laureate and Affiliates, Wengen and Directors					49
	Conflicts of Interest Policy					49
	Information Regarding the Laureate Board					49

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	PROPOSAL 2: NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY-ON-PAY”)					50
	Recommendation of our Board of Directors					50
	PROPOSAL 3: FOR RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					51
	Recommendation of our Board of Directors					51
	AUDIT COMMITTEE MATTERS					51
	Audit Committee Report					51
	Audit Fees and All Other Fees					52
	Audit Committee Pre-approval of Service of Independent Registered Public Accounting Firm					52
	ANNUAL REPORT					53
	COMMUNICATIONS WITH THE BOARD OF DIRECTORS					53
	DEADLINES FOR SUBMITTING STOCKHOLDER PROPOSALS FOR THE 2022 ANNUAL MEETING					53
	HOUSEHOLDING OF PROXY MATERIALS					54
	OTHER MATTERS					54

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QUESTIONS AND ANSWERS ABOUT THE 2021 ANNUAL MEETING

Why did I receive these materials?

We are making this Proxy Statement available to you on or around April 16, 2021 because the Board of Directors is soliciting your proxy to vote at the 2021 Annual Meeting to be held on Wednesday, May 26, 2021, at 10:00 a.m., Eastern Daylight Time, via a virtual meeting that will be webcast live and accessed at www.virtualshareholdermeeting.com/LAUR2021, or at any adjournments thereof. The information provided in this Proxy Statement is for your use in deciding how to vote on the proposals described below.

Who is entitled to attend and vote at the Annual Meeting?

You can attend and vote at the 2021 Annual Meeting webcast if, as of the close of business on March 29, 2021, the record date for the 2021 Annual Meeting, you were a stockholder of record of Laureate’s Class A common stock or Class B common stock. As of the record date, there were 122,536,715 shares of our Class A common stock and 73,544,083 shares of our Class B common stock outstanding.

To attend and participate in the 2021 Annual Meeting webcast, you will need the 16-digit control number included in your Notice and Access Card, on your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in street name, you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. The meeting webcast will begin promptly at 10:00 a.m., Eastern Daylight Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:45 a.m., Eastern Daylight Time, and you should allow ample time for the check-in procedures.

What is the difference between being a registered stockholder and holding shares in street name?

A registered stockholder holds shares in his or her name. Shares held in street name means that shares are held in the name of a bank, broker or other nominee on the holder’s behalf.

What do I do if my shares are held in street name?

If your shares are held in a brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in street name. The Notice and Access Card or the proxy materials, if you elected to receive a hard copy, has been forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by following their instructions for voting. Please refer to information from your bank, broker or other nominee on how to submit your voting instructions.

What are the voting rights of each class of stock?

For each proposal, stockholders are entitled to cast one vote for each share of Class A common stock held as of the record date and 10 votes for each share of Class B common stock held as of the record date. There are no cumulative voting rights.

How do I attend and vote at the Annual Meeting?

We will be hosting the 2021 Annual Meeting live via audio webcast. Any stockholder can attend the 2021 Annual Meeting live online by accessing www.virtualshareholdermeeting.com/LAUR2021. You will need to obtain your own Internet access if you choose to virtually attend the 2021 Annual Meeting. If you were a stockholder as of the Record Date, or you hold a valid proxy for the 2021 Annual Meeting, you can vote at the 2021 Annual Meeting. A summary of the information that you need to attend the 2021 Annual Meeting webcast is provided below:

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Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/LAUR2021.

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Assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/LAUR2021 on the day of the 2021 Annual Meeting.

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•

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

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You will need your 16-Digit Control Number to enter the 2021 Annual Meeting.

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Stockholders may submit questions while attending the 2021 Annual Meeting via the Internet.

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Webcast replay of the 2021 Annual Meeting will be available until May 26, 2022.

What if during the check-in time or during the 2021 Annual Meeting webcast I have technical difficulties or trouble accessing the virtual meeting website?

We will have technicians ready to assist you with any technical difficulties that you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the 2021 Annual Meeting login page.

Can I vote my shares before the Annual Meeting?

Yes. If you are a registered stockholder, there are three ways to vote your shares before the 2021 Annual Meeting webcast:

•

By Internet (www.proxyvote.com) — Use the Internet to transmit your voting instructions until 11:59 p.m. EDT on May 25, 2021. Have your Notice of Internet Availability of Proxy Materials or proxy card available and follow the instructions on the website to vote your shares.

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By telephone (1-800-690-6903) — Submit your vote by telephone until 11:59 p.m. EDT on May 25, 2021. Have your Notice of Internet Availability of Proxy Materials or proxy card available and follow the instructions provided by the recorded message to vote your shares.

•

By mail — If you received a paper copy of the proxy materials, you can vote by mail by filling out the proxy card enclosed with those materials and returning it using the instructions on the card. To be valid, proxy cards must be received before the start of the 2021 Annual Meeting webcast.

If your shares are held in street name, your bank, broker or other nominee may provide you with a Notice of Internet Availability of Proxy Materials that contains instructions on how to access our proxy materials and vote online or request a paper or email copy of our proxy materials. If you received these materials in paper form, the materials included a vote instruction form so that you can instruct your bank, broker or other nominee how to vote your shares.

Please see the Notice of Internet Availability of Proxy Materials or the information that your bank, broker or other nominee provided you for more information on these voting options.

Can I revoke my proxy or change my voting instructions once submitted?

If you are a registered stockholder, you can revoke your proxy and change your vote before the 2021 Annual Meeting webcast by:

•

Voting again by Internet or telephone before 11:59 p.m. EDT on May 25, 2021 (only the latest vote you submit will be counted);

•

Submitting a new properly signed and dated paper proxy card with a later date (your proxy card must be received before the start of the 2021 Annual Meeting webcast); or

•

Sending a written notice of revocation to our executive offices to the attention of our Secretary (the notification must be received by 11:59 p.m. EDT on May 25, 2021). The notice should be addressed as follows:

Laureate Education, Inc.
650 S. Exeter Street,
Baltimore, Maryland 21202
Attn: Secretary

If your shares are held in street name, you should contact your bank, broker or other nominee about revoking your voting instructions and changing your vote before the 2021 Annual Meeting webcast.

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If you are eligible to vote at the 2021 Annual Meeting, you also can revoke your proxy or voting instructions and change your vote at the 2021 Annual Meeting webcast by casting a ballot via the online platform before the polls close.

What will happen if I submit my proxy but do not vote on a proposal?

If you submit a valid proxy but fail to provide instructions on how you want your shares to be voted, properly submitted proxies will be voted:

•

“FOR” the election of Brian F. Carroll, Andrew B. Cohen, William L. Cornog, Pedro del Corro, Michael J. Durham, Kenneth W. Freeman, George Muñoz, Dr. Judith Rodin, Eilif Serck-Hanssen, and Ian K. Snow, each of whom shall hold office for a term of one year, expiring at the annual meeting in 2022, and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal;

•

“FOR” the advisory vote to approve named executive officer compensation; and

•

“FOR” ratification of the appointment of PricewaterhouseCoopers LLP as Laureate’s independent registered public accounting firm for the year ending December 31, 2021.

If any other item is properly presented for a vote at the meeting, the shares represented by your properly submitted proxy will be voted at the discretion of the proxies.

What will happen if I neither submit my proxy nor vote my shares in person at the 2021 Annual Meeting?

If you are a registered stockholder, your shares will not be voted.

If your shares are held in street name, your bank, broker or other nominee may vote your shares on certain “routine” matters. The ratification of independent auditors is currently considered to be a routine matter. On this matter, your bank, broker or other nominee can:

•

Vote your street-name shares even though you have not provided voting instructions; or

•

Choose not to vote your shares.

The other matters that you are being asked to vote on are not routine and cannot be voted by your bank, broker or other nominee without your instructions. When a bank, broker or other nominee is unable to vote shares for this reason, it is called a “broker non-vote.”

What does it mean if I receive more than one set of materials?

You probably have multiple accounts with us and/or banks, brokers or other nominees. You should vote all of the shares represented by the proxy cards and/or voting instruction forms. Certain banks, brokers or other nominees have procedures in place to discontinue duplicate mailings upon a stockholder’s request. You should contact your bank, broker or other nominee for more information.

How many shares must be present to conduct business at the 2021 Annual Meeting?

To carry on the business of the 2021 Annual Meeting, holders of a majority of the voting power of Class A common stock and Class B common stock issued and outstanding as of the record date must be present in person via attendance at the virtual meeting or represented by proxy.

What vote is required to approve each proposal?

For Proposal 1, unless otherwise provided in the Wengen Securityholders Agreement (as herein defined), directors will be elected by a plurality of the votes of the shares of our Class A common stock and Class B common stock (voting together as a single class) present in person via attendance at the virtual meeting or represented by proxy at the 2021 Annual Meeting at which a quorum is present, which means that the 10 nominees receiving the highest number of affirmative votes will be elected.

For Proposal 2, the advisory vote to approve named executive officer compensation, the affirmative vote of a majority of the voting power of the shares of our Class A common stock and Class B common stock (voting together as a single class) present in person via attendance at the virtual meeting or

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represented by proxy (and entitled or required to vote thereon) at the 2021 Annual Meeting at which a quorum is present will be required for approval.

For Proposal 3, the ratification of the appointment of PricewaterhouseCoopers LLP as Laureate’s independent registered public accounting firm for the year ending December 31, 2021, the affirmative vote of a majority of the voting power of the shares of our Class A common stock and Class B common stock (voting together as a single class) present in person via attendance at the virtual meeting or represented by proxy (and entitled or required to vote thereon) at the 2021 Annual Meeting at which a quorum is present will be required for approval.

Are abstentions and broker non-votes counted in the vote totals?

A broker non-vote occurs when shares held by a bank, broker or other nominee are not voted with respect to a particular proposal because the bank, broker or other nominee does not have discretionary authority to vote on the matter and has not received voting instructions from its clients. If your bank, broker or other nominee holds your shares in its name and you do not instruct your bank, broker or other nominee how to vote, your bank, broker or other nominee will only have discretion to vote your shares on “routine” matters. Where a proposal is not “routine,” a bank, broker or other nominee who has received no instructions from its clients does not have discretion to vote its clients’ uninstructed shares on that proposal. At our 2021 Annual Meeting, only Proposal 3 (ratifying the appointment of our independent registered public accounting firm) is considered a routine matter. Your bank, broker or other nominee will therefore not have discretion to vote on the election of directors or the advisory vote to approve named executive officer compensation, as these are “non-routine” matters.

Broker non-votes and abstentions by stockholders from voting (including banks, brokers or other nominees holding their clients’ shares of record who cause abstentions to be recorded) will be counted towards determining whether or not a quorum is present at the virtual meeting. However, as the 10 nominees receiving the highest number of affirmative votes will be elected, abstentions and broker non-votes will not affect the outcome of the election of Directors. With regard to the affirmative vote of the shares present at the virtual meeting or represented by proxy required for Proposal 2, abstentions will have the effect of a vote against Proposal 2 and, because it is a non-routine matter, broker non-votes will not impact the outcome of Proposal 2. With regard to the affirmative vote of the shares present at the virtual meeting or represented by proxy required for Proposal 3, it is a routine matter so there will be no broker non-votes (and brokerage firms may vote in their discretion on this matter on behalf of beneficial owners who have not furnished voting instructions before the date of the 2021 Annual Meeting), and abstentions will have the effect of a vote against Proposal 3.

How are votes counted?

In the election of directors, Proposal 1, you may vote “FOR” all or some of the nominees or your vote may be “WITHHELD” with respect to one or more of the nominees.

For Proposal 2 and Proposal 3, you may vote “FOR,” “AGAINST,” or “ABSTAIN.” If you elect to “ABSTAIN,” the abstention has the same effect as a vote “AGAINST.”

If you provide specific instructions with regard to certain items, your shares will be voted as you instruct on such items. If no instructions are indicated on a properly executed proxy card or over the telephone or Internet, the shares will be voted as recommended by our Board of Directors. (See “What will happen if I submit my proxy but do not vote on a proposal?” for additional information.)

Is my vote confidential?

Yes. The vote of any stockholder will not be revealed to anyone other than a tabulator of votes or an election inspector, except (i) as necessary to meet applicable legal and stock exchange listing requirements, (ii) to assert claims for or defend claims against Laureate, (iii) to allow the Inspectors of Election to certify the results of the stockholder vote, (iv) in the event that a proxy solicitation in opposition to Laureate or the election of the Board of Directors takes place, (v) if a stockholder has requested that his or her vote be disclosed, or (vi) to respond to stockholders who have written comments on Proxy Cards.

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Will any other business be transacted at the meeting? If so, how will my proxy be voted?

Management does not know of any business to be transacted at the 2021 Annual Meeting other than those matters described in this Proxy Statement. The period specified in the proxy statement for our 2020 Annual Meeting of Stockholders for submitting additional proposals to be considered at the meeting has passed and there are no such proposals to be considered. However, should any other matters properly come before the meeting, and any adjournments thereof, shares with respect to which voting authority has been granted to the proxies will be voted by the proxies in accordance with their judgment.

Who will pay the cost of soliciting votes for the 2021 Annual Meeting?

We will bear the entire cost of solicitation of proxies, including the preparation, assembly, printing, and mailing of this Proxy Statement and the accompanying materials. The largest expense in the proxy process is printing and mailing the proxy materials. Proxies also may be solicited on behalf of Laureate by directors, officers or employees of Laureate in person or by mail, telephone or facsimile transmission. No additional compensation will be paid to such directors, officers, or employees for soliciting proxies. We have engaged Broadridge Financial Solutions, Inc. to assist us in the distribution of proxies. We will also reimburse brokerage firms and other custodians, nominees and fiduciaries for their expenses incurred in sending our proxy materials to beneficial owners of our common stock as of the record date.

Why hold a virtual meeting?

We are excited to use technology designed to increase stockholder access, save Laureate and our stockholders time and money, and provide to our stockholders the rights and opportunities to participate in the virtual meeting similar to what they would have at an in-person meeting. Furthermore, in light of the continuing concerns regarding novel coronavirus (COVID-19), we believe that hosting a virtual meeting is in the best interest of the Company and its stockholders and enables increased stockholder attendance and participation because stockholders can participate from any location around the world.

When will you publish the results of the 2021 Annual Meeting?

We will include the results of the votes taken at the 2021 Annual Meeting in a Current Report on Form 8-K filed with the Securities and Exchange Commission within four business days following the 2021 Annual Meeting webcast.

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PROPOSAL 1: ELECTION OF DIRECTORS

At the 2021 Annual Meeting, our stockholders will be asked to elect the 10 directors 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 2022, and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal.

Each proxy or vote instruction form will be voted for the election of each of the Director nominees named herein as directors, unless the proxy contains contrary instructions. Shares of Class A common stock and Class B common stock represented by proxies received by the Board of Directors and not so marked as to withhold authority to vote for any individual nominee or for all nominees will be voted (unless one or more nominees are unable to serve) for the election of the nominees named below. The Board of Directors knows of no reason why any such nominee should be unable or unwilling to serve, but if such should be the case, proxies will be voted for the election of some other person or the size of the Board of Directors will be fixed at a lower number.

Each of the nominees currently serves as a member of our Board of Directors. As of the date of the 2021 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

The names of the nominees for election to the Board of Directors and certain information about such nominees, including their ages, are set forth below. 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.”

Steven M. Taslitz, a current director, is not standing for re-election and will leave our Board of Directors as of the 2021 Annual Meeting. The Board is grateful to Mr. Taslitz for his dedication, service and contributions as a director of our Company. The Board of Directors intends to decrease the size of the Board of Directors from eleven to ten members effective as of the date of the 2021 Annual Meeting.

Name	Age	Position
Brian F. Carroll*	49	Director
Andrew B. Cohen	49	Director
William L. Cornog	56	Director
Pedro del Corro*	63	Director
Michael J. Durham*	70	Director
Kenneth W. Freeman*	70	Director, Chairman of the Board
George Muñoz*	69	Director
Dr. Judith Rodin*	76	Director
Eilif Serck-Hanssen	55	Director, President and Chief Executive Officer
Ian K. Snow*	51	Director

Independent director.

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Brian F. Carroll is the managing partner of Carroll Capital LLC, a family investment office focused on lower middle market companies. He was, through 2016, a member of KKR, a global alternative asset manager. He joined KKR in 1995 and was head of the consumer and retail teams in Europe. He also was a member of the European Investment Committee. Prior to joining KKR, Mr. Carroll was with Donaldson, Lufkin & Jenrette, where he worked on a broad range of high yield financing, corporate finance and merchant banking transactions. In the past five years, Mr. Carroll has served as a member of the boards of directors of Flowgroup Plc, Pets at Home Group Plc, Cognita, Northgate Information Solutions, SMCP and Afriflora. Mr. Carroll earned a B.S. and B.A.S. from the University of Pennsylvania and an M.B.A. from Stanford University Graduate School of Business. Mr. Carroll has been a Director and the Chairman of the Compensation Committee of our Board of Directors since July 2007.

Andrew B. Cohen is the chief investment officer and co-founder of Cohen Private Ventures, LLC, which invests long-term capital, primarily in direct private investments and other opportunistic transactions, and manages family office activities, on behalf of Steven A. Cohen. From 2002 to 2005 and from 2010 to 2014, Mr. Cohen was an analyst and portfolio manager at S.A.C. Capital Advisors, L.P., an investment management firm and the predecessor to Cohen Private Ventures, LLC. From 2005 to 2009, Mr. Cohen was a managing director and partner of Dune Capital Management LP, an investment management firm. Mr. Cohen began his career at Morgan Stanley, where he was an analyst in the real estate department and principal investing group (MSREF) and then an associate in the mergers and acquisitions group after business school. Mr. Cohen currently is a director of Republic First Bancorp, Inc. and serves as a member of the boards of directors of several private companies. He also serves on the National Advisory Board of the Johns Hopkins Berman Institute of Bioethics and the Painting and Sculpture Committee of The Whitney Museum of American Art. In the past five years, Mr. Cohen has served as a member of the board of directors of Kadmon Holdings, Inc. Mr. Cohen earned a B.A. from the University of Pennsylvania and an M.B.A. from the Wharton School of the University of Pennsylvania. Mr. Cohen has been a Director since June 2013.

William L. Cornog joined KKR Capstone, a consulting firm that provides services to KKR portfolio companies, in 2002 and currently serves as the managing partner of KKR Capstone. Mr. Cornog serves as a member of KKR’s Americas, EMEA, APAC, Infrastructure, TMT Growth Portfolio Management, Investment & Distribution and Valuation Committees. Prior to joining KKR Capstone, Mr. Cornog was with Williams Communications Group as the senior vice president and general manager of network services. Prior to Williams Communications Group, Mr. Cornog was a partner at The Boston Consulting Group. Mr. Cornog also has worked in direct marketing with Age Wave Communications and in marketing and sales positions with SmithKline Beckman. Mr. Cornog currently is a director of Channel Control Merchants and Optir, private companies in which KKR is an investor. Mr. Cornog earned a B.A. from Stanford University and an M.B.A. from Harvard Business School. Mr. Cornog has been a Director since February 2017 and the Chairman of the Nominating and Corporate Governance Committee of our Board of Directors since January 2018.

Pedro del Corro is a member of Torreal, S.A. (“Torreal”), one of the largest private investment firms in Spain. He joined Torreal in 1990 and is currently a 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. and Inversiones Naira Sicav, S.A. In the past five years, he has served as a member of the boards of directors of Universidad Europea de Madrid, S.L.U., Imagina Media Audiovisual, S.L. and Saba Infraestructuras. Mr. del Corro earned a law degree from the Universidad de Deusto and a business administration degree from ICADE Business School — Universidad Pontificia de Comillas. Mr. del Corro has been a Director since February 2017.

Michael J. Durham was the president and chief executive officer of Cognizant Associates (“Cognizant”), a consulting company he founded, from 2000 to 2012. Before founding Cognizant, Mr. Durham served as director, president and chief executive officer of The Sabre Group, Inc. (“Sabre”), then a NYSE-listed company providing information technology services to the travel industry. Mr. Durham held those positions from October 1996, the date of Sabre’s initial public offering, until October 1999. Prior to that, Mr. Durham worked at AMR Corp./American Airlines, serving as the senior vice president and treasurer of AMR Corporation and the senior vice president of finance and the chief financial officer of American Airlines

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until he assumed the position of president of Sabre. In the past five years, Mr. Durham has served as a member of the boards of directors of Travelport Worldwide Limited and Hertz Global Holdings, Inc., the holding company for The Hertz Corporation. Mr. Durham earned a B.A. from the University of Rochester and an M.B.A. from Cornell University. Mr. Durham has been a Director since April 2017.

Kenneth W. Freeman has served as the Chairman of our Board of Directors since January 2019. Mr. Freeman is Dean Emeritus and Professor of the Practice at Boston University Questrom School of Business. He was named Dean Emeritus in September 2018 after serving as the Allen Questrom Professor and Dean from August 2010 to September 2018. Mr. Freeman also has served as Vice President Resources at Boston University since April 2020. Mr. Freeman served as a senior advisor of KKR from August 2010 through December 2014. From October 2009 to August 2010, Mr. Freeman was a member of KKR Management LLC, the general partner of KKR & Co. L.P. Mr. Freeman was a member of the limited liability company that served as the general partner of KKR from 2007. He joined the firm as a managing director in May 2005. From May 2004 to December 2004, Mr. Freeman was the chairman of Quest Diagnostics Incorporated, and from January 1996 to May 2004, he served as the chairman and chief executive officer of Quest Diagnostics Incorporated. From May 1995 to December 1996, Mr. Freeman was the president and chief executive officer of Corning Clinical Laboratories, the predecessor company to Quest Diagnostics Incorporated. Prior to that, he served in various general management and financial roles with Corning Incorporated. Mr. Freeman currently is a director of Production Resource Group, LLC and the Center for Higher Ambition Leadership. In the past five years, Mr. Freeman has served as chairman of the board of trustees of Bucknell University, chairman of the Graduate Management Admission Council and chairman of Lake Region Medical, Inc. Mr. Freeman earned a BSBA from Bucknell University and an M.B.A. from Harvard Business School. Mr. Freeman has been a Director since April 2017.

George Muñoz has been a principal in the Washington, D.C.-based investment banking firm Muñoz Investment Banking Group, LLC since 2001. Mr. Muñoz 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 until 1997. Mr. Muñoz is a certified public accountant and an attorney. Mr. Muñoz served three terms as president of the Chicago Board of Education in the mid-1980s. Mr. Muñoz has taught courses in globalization at Georgetown University in Washington D.C. and is co-author of the book “Renewing the American Dream: A Citizen’s Guide for Restoring of Competitive Advantage.” Mr. Muñoz currently is a director of each of Marriott International, Inc. (and a member of its audit committee), Altria Group, Inc. and Anixter International, Inc. (and a member of its compensation committee), and a trustee of the National Geographic Society. Mr. Muñoz earned a B.B.A. from the University of Texas, a J.D. and a Master of Public Policy from Harvard University, and an LL.M. in Taxation from DePaul University. Mr. Muñoz has been a Director since March 2013 and the Chairman of the Audit Committee of our Board of Directors since August 2013.

Dr. Judith Rodin served as the president of The Rockefeller Foundation from March 2005 to January 2017. The foundation supports efforts to combat global social, economic, health and environmental challenges. From 1994 to 2004, Dr. Rodin served as the president of the University of Pennsylvania. Before that, Dr. Rodin chaired the Department of Psychology at Yale University, and also served as the dean of the Graduate School of Arts and Sciences and provost, and served as a faculty member at the university for 22 years. From 1997 to 2013, Dr. Rodin served as a member of the board of directors of AMR Corporation (and a member of its audit committee). From 2002 to 2018, Dr. Rodin served as a member of the board of directors of Comcast Corporation (and a member of its audit and compensation committees). From 2004 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 serves as a member of the boards of directors of several private companies and advises and speaks globally on education, resilience, impact investing and philanthropy. Dr. Rodin earned a B.A. from the University of Pennsylvania and a Ph.D. from Columbia University. Dr. Rodin has been a Director since December 2013.

Eilif Serck-Hanssen has served as our Chief Executive Officer since January 2018 and took on the additional title of President in July 2019. From March 2017 to December 2017, Mr. Serck-Hanssen served as our President and Chief Administrative Officer, as well as our Chief Financial Officer. From July 2008 through March 2017, Mr. Serck-Hanssen served as our Executive Vice President and Chief Financial

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Officer. From February 2008 until July 2008, Mr. Serck-Hanssen served as chief financial officer and president of international operations at XOJET, Inc. In January 2005, Mr. Serck-Hanssen was part of the team that founded Eos Airlines, Inc., a premium airline, and until February 2008, Mr. Serck-Hanssen served as its executive vice president and chief financial officer. Prior to starting Eos Airlines, Mr. Serck-Hanssen served in several financial executive positions at US Airways, Inc. (now American Airlines, Inc.) and Northwest Airlines, Inc. (now Delta Airlines, Inc.), including serving as a senior vice president and treasurer of US Airways, Inc. Prior to joining the airline industry, Mr. Serck-Hanssen spent over five years with PepsiCo, Inc., in various international locations and three years with PricewaterhouseCoopers LLP (formerly Coopers & Lybrand Deloitte) in London. He is an Associate Chartered Accountant (ACA) and a member of the Institute of Chartered Accountants in England and Wales. Mr. Serck-Hanssen earned a B.A. from the University of Kent at Canterbury (United Kingdom), a B.S. from the Bergen University College (Norway) and an M.B.A. from the University of Chicago Booth School of Business. Mr. Serck-Hanssen has been a Director since January 2018.

Ian K. Snow is chief executive officer and a co-founding partner of Snow Phipps Group, LLC (“Snow Phipps”), a private equity firm. Prior to the formation of Snow Phipps in April 2005, Mr. Snow was a managing director at Ripplewood Holdings L.L.C., a private equity firm, where he worked from its inception in 1995 until March 2005. He currently serves as a director of each of the following private companies in which Snow Phipps holds an equity interest: Blackhawk Industrial Distribution, Inc., Brook &Whittle Limited, Cascade Environmental LLC, DecoPac, Inc., ECRM, LLC, Electric Guard Dog, LLC, FeraDyne Outdoors, LLC, HCTec, Inc., Ideal Tridon Holdings, Inc., Kele, Inc. and Teasdale Foods, Inc. From 1996 until 2007, Mr. Snow served as a member of the board of directors of Asbury Automotive Group, Inc. (and, from 2006 until 2007, a member of its audit committee). Mr. Snow earned a B.A. from Georgetown University. Mr. Snow has been a Director since July 2007.

Corporate Governance

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

Our Board of Directors consists of 11 persons, three of whom are designated pursuant to the amended and restated securityholders agreement, dated February 6, 2017 (the “Wengen Securityholders Agreement”), among the Company, Wengen Alberta, Limited Partnership, an Alberta limited partnership and our controlling stockholder (“Wengen”), and certain other parties thereto. Under the Wengen Securityholders Agreement, each of the following is entitled to designate one of our directors so long as each owns at least 5,357,143 shares held through or acquired from Wengen: (i) Cohen Private Ventures, LLC (together with its affiliates, “CPV”), (ii) Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates, “KKR”) and (iii) Sterling Capital Partners II, L.P., Sterling Capital Partners III, L.P., SP L Affiliate, LLC, Douglas L. Becker, our former Chairman and founder, Steven M. Taslitz, a Director of the Company, and each of their respective affiliates (together, the “Sterling Parties”). Mr. Cohen currently serves as the CPV-designated director, Mr. Cornog currently serves as the KKR-designated director and Mr. Taslitz currently serves as the Sterling Parties-designated director.

Pursuant to the Wengen Securityholders Agreement, in the event that any of CPV, KKR or the Sterling Parties ceases to own its respective minimum number of shares, the director designee selected by such party shall offer his or her resignation and such party shall no longer be entitled to designate a director to our Board of Directors. The Wengen Securityholders’ Agreement does not terminate upon the dissolution of Wengen.

In connection with the Mr. Taslitz’s decision not to stand for re-election to the Board of Directors, the Sterling Parties do not intend to designate a replacement to fill the vacancy created by Mr. Taslitz’s decision. The Sterling Parties, however, will retain the right to designate a director until they cease to beneficially own the requisite number of shares.

Director Independence

As discussed below, as a “controlled company,” we are not subject to the rules of The Nasdaq Stock Market (“Nasdaq”) requiring that our Board of Directors be comprised of a majority of independent directors. Our Board of Directors did, however, evaluate the independence of Dr. Rodin and Messrs. Carroll,

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del Corro, Durham, Freeman, Muñoz and Snow 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 whose independence was being evaluated and conducting discussions with each such director, and upon the recommendation of the Nominating and Corporate Governance Committee, our Board of Directors affirmatively determined that each of Dr. Rodin and Messrs. Carroll, del Corro, Durham, Freeman, Muñoz and Snow satisfied the Nasdaq independence standards for purposes of serving as a director on our Board of Directors.

Controlled Company Exception

Wengen controls a majority of the voting power of our outstanding common stock. As a result, we are a “controlled company” within the meaning of the Nasdaq corporate governance standards. Under the Nasdaq rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain Nasdaq corporate governance standards, including:

•

the requirement that a majority of the board of directors consist of independent directors;

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the requirement that we have a nominating/corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

•

the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

•

the requirement for an annual performance evaluation of the nominating/corporate governance and compensation committees.

We utilize, and intend to continue to utilize, certain of these exemptions. As of April 16, 2021, a majority of our Board of Directors consisted of independent directors; however, our Nominating and Corporate Governance Committee and Compensation Committee do not and will not consist entirely of independent directors, and such committees do not and will not be subject to annual performance evaluations. Accordingly, for so long as we are a “controlled company,” our stockholders will not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements.

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, 29 percent of our independent 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.

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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 2020, our Board of Directors held 15 meetings and its committees collectively held 31 meetings. All of our Directors attended at least 75% of Board and applicable committee meetings in 2020. Directors are expected to attend meetings of our Board of Directors, meetings of the committees upon which they serve and meetings of our stockholders absent cause. Each incumbent Director attended the annual meeting of stockholders in May 2020.

Board Committees

Our Board of Directors has four standing committees: an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Committee on Education.

The Audit Committee meets with our independent auditors to, among other things,: (i) review whether the Company follows satisfactory accounting procedures and whether our internal accounting controls are adequate; (ii) review and discuss any critical audit matters identified by the independent auditor in connection with its audit; (iii) monitor audit and non-audit services performed by the independent auditors; (iv) approve fees charged by the independent auditors; and (v) perform all other oversight and review of Laureate’s financial reporting process. The Audit Committee also reviews the performance of the independent auditors and annually selects the firm of independent auditors to audit Laureate’s financial statements. The Audit Committee currently consists of Messrs. Muñoz, Durham and Freeman, who each have sufficient knowledge in financial and auditing matters under Nasdaq rules. Further, the Board of Directors has determined that Mr. Muñoz, who serves as the chairman of the Audit Committee, is an “audit committee financial expert.” In addition, the Board of Directors has affirmatively determined that each of Messrs. Muñoz, Durham and Freeman meets the definition of “independent director” for purposes of the Nasdaq rules and the independence requirements of Rule 10A-3 of the Securities and Exchange Act of 1934 (as amended, the “Exchange Act”) and the Nasdaq listing rules. There were 13 meetings of the Audit Committee during 2020.

The Compensation Committee reviews and advises our Board of Directors on the Company’s overall compensation philosophy, polices and plans, reviews and approves the compensation for the Chief Executive Officer and the other executive officers of Laureate and generally reviews benefits and compensation for all officers and employees. The Compensation Committee also administers our equity plans and approves grants of equity awards. The Compensation Committee currently consists of Messrs. Carroll, Cohen, Cornog, del Corro, Freeman and Muñoz, with Mr. Carroll serving as the current Chairman. There were eight meetings of the Compensation Committee during 2020.

The Nominating and Corporate Governance Committee develops and recommends to the Board of Directors criteria for selecting qualified director candidates, identifies individuals qualified to become members of the Board of Directors and recommends to the Board of Directors candidates for election to the Board of Directors, considers committee member qualifications, appointment and removal, recommends corporate governance principles, promotes and assesses the Company’s stated public benefit and activities as a public benefit corporation, and provides oversight in the evaluation of the Board of Directors and each committee. The Nominating and Corporate Governance Committee currently consists of Messrs. Cornog,

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Durham and Snow and Dr. Rodin. Mr. Cornog serves as the current Chairman of the Nominating and Corporate Governance Committee. There were seven meetings of the Nominating and Corporate Governance Committee during 2020.

The Committee on Education reviews and advises our Board of Directors regarding academic matters and policies, as well as new education products and technologies. The Committee on Education currently consists of Messrs. Freeman and Taslitz and Dr. Rodin, with Dr. Rodin serving as the current Chairwoman. There were three meetings of the Committee on Education during 2020.

Each of the above Committees has adopted a written charter, which has been approved by our Board of Directors. Copies of the charters for the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee are available on our website at http://investors.laureate.net under “Leadership & Governance.”

Compensation Committee Interlocks and Insider Participation in Compensation Decisions

During 2020, no member of the Compensation Committee (i) had a relationship with us other than as a Director and, in certain cases, a stockholder or (ii) was (A) an officer or employee or a former officer, (B) a participant in a “related person” transaction or (C) an executive officer of another entity where one of our executive officers served on the Board of Directors. See “Certain Relationships and Related Party Transactions, and Director Independence” for a discussion of certain transactions to which affiliates of the members of the Compensation Committee were party.

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, 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

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. Our Board of Directors regularly reviews the Company’s risk management program and processes.

The Audit Committee, among other things, has responsibility for oversight of risk management and in connection therewith (i) reviews with our President and CEO and CFO 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; (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 major financial risk exposures and the steps management has taken to monitor and control such exposures; and (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.

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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, (i) reviews on an ongoing basis the adequacy of the corporate governance principles applicable to the Company and (ii) in consultation with the Audit Committee, reviews the Code of Conduct periodically and recommends such changes to such Code of Conduct as the Committee shall deem appropriate, and adopts procedures for monitoring and enforcing compliance with such Code of Conduct.

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

In March 2020, the Board of Directors created a special Operations Advisory Committee to oversee, monitor and assess the impacts and risks of the COVID-19 pandemic on the Company and its stakeholders, and to assess the actions taken and to be taken by the Company in response to the pandemic. The Operations Advisory Committee met frequently for several months, after which management updates regarding COVID-19 were provided again directly to the Board of Directors.

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. The Company has developed a consistent, systemic and integrated approach to risk management, including the risk management program, to help determine how best to identify, manage, and mitigate significant risks throughout the Company. 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, as well as the risks to the Company, its business and its employees due to the COVID-19 pandemic, and the efforts of management to address and mitigate such risks.

Environmental, Social and Governance Matters

For more than 20 years, we have remained committed to making a positive impact in the communities we serve, by providing accessible, high-quality undergraduate, graduate and specialized degree programs. We believe in the power of education to change lives. We know that when our students succeed, countries prosper and societies benefit.

In 2015, we redomiciled in Delaware as a public benefit corporation as a demonstration of our long-term commitment to our mission to benefit our students and society. In 2017, we became the first public benefit corporation publicly listed on any stock exchange in the world. We continually strive to achieve the highest standards of verified social and environmental performance, public transparency and legal accountability that balances profit and purpose.

You can read more about our extraordinary students, faculty and staff who are using their talent and passion to serve, uplift and empower their communities on our corporate website at www.laureate.net/impact.

SEC Form DEF 14A filed by Laureate Education, Inc.