DEF 14A

LOGO

PMB 1158, 1000 Brickell Ave, Suite 715

Miami, Florida 33131

April 14, 2023

Dear Stockholder,

We cordially invite you to attend the 2023 Annual Meeting of Stockholders of Laureate Education, Inc. (“Laureate”) to be held on Wednesday, May 24, 2023, at 10:00 a.m., Eastern Daylight Time. Our virtual meeting format is designed to increase stockholder access and participation, save Laureate and our stockholders time and money, and provide our stockholders with the rights and opportunities to participate in the virtual meeting similar to what they would have at an in-person meeting. You may attend the meeting, vote your shares and submit questions electronically during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/LAUR2023.

The attached Notice of 2023 Annual Meeting and proxy statement describe the business that we will conduct at the 2023 Annual Meeting webcast and provide information about us that you should consider when you vote your shares. As set forth in the attached proxy statement, the meeting will be held to:

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

Hold an advisory vote to approve named executive officer compensation.

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

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

Please carefully read each of the proposals in the accompanying proxy statement before you vote.

Your vote is extremely important regardless of the number of shares you own. Whether or not you plan to attend the 2023 Annual Meeting online, please vote as soon as possible to make sure that your shares are represented. You can vote your shares by telephone, electronically via the Internet or by completing and returning a proxy card or vote instruction form, if you have received one.

Thank you for your continued interest in Laureate.

Sincerely,

Kenneth W. Freeman

Chairman of the Board of Directors

The proxy statement is dated April 14, 2023 and is first being made available to stockholders on or about April 14, 2023.

LOGO

Notice of 2023 Annual Meeting

of Stockholders

Date and Time

Wednesday, May 24, 2023,

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

Location

Online only at www.virtualshareholder

meeting.com/LAUR2023

Who Can Vote

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

Items of Business

Proposal

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

Hold an advisory vote to approve named executive officer compensation.

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

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

Voting Methods

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

INTERNET

www.proxyvote.com

TELEPHONE

1-800-690-6903

MAIL

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

ONLINE AT ANNUAL MEETING

www.virtualshareholder meeting.com/LAUR2023

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

BY ORDER OF THE BOARD OF DIRECTORS:

LOGO

Leslie S. Brush

Deputy General Counsel and Secretary

April 14, 2023

Important Notice Regarding the Availability of Proxy Materials for the

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

Our Proxy Statement and 2022 Annual Report are available at

www.proxyvote.com.

LOGO

Proxy Statement Summary

2023 Annual Meeting of Stockholders


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

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

Record Date:		March 27, 2023

How to Vote Your Shares

INTERNET

www.proxyvote.com

TELEPHONE

1-800-690-6903

MAIL

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

ONLINE AT ANNUAL MEETING

www.virtualshareholder meeting.com/LAUR2023

Voting Overview



	Proposal Description	Board Vote Recommendation	Page Number with More Information

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

Proposal 2	Advisory vote on executive compensation	“FOR”	42

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

Board Nominees



Name	Position	Age	Director Since

Andrew B. Cohen	Independent Director	51	2013

Pedro del Corro	Independent Director	65	2017

Aristides de Macedo	Independent Director	67	–

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

Barbara Mair	Independent Director	61	2022

George Muñoz	Independent Director	71	2013

Dr. Judith Rodin	Independent Director	78	2013

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

Ian K. Snow	Independent Director	53	2007

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

2023 Proxy Statement 1

Proposal 1:

Election of Directors

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

Recommendation of our Board of Directors

Our Board of Directors recommends voting “FOR” the election of each of the Director nominees named herein as directors, each of whom shall hold office for a term of one year, expiring at the annual meeting in 2024 and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal.

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

As of the date of the 2023 Annual Meeting, two of our directors will be designated pursuant to the provisions of the Wengen Securityholders Agreement (as defined below). See “— Corporate Governance — Directors Designated by Certain of the Wengen Investors under the Wengen Securityholders Agreement.” Subject to the provisions of the Wengen Securityholders Agreement, our directors are elected by a plurality of the votes cast by the stockholders present or represented by proxy and entitled to vote at the annual meeting. Abstentions and broker non-votes are not considered votes cast and will have no effect on the outcome of this proposal.

Nominees for Election to the Board of Directors

Our Board of Directors has nominated nine persons to stand for election at the 2023 Annual Meeting and to hold office until the next Annual Meeting. All nominees are currently Directors elected at the 2022 Annual Meeting, except for Mr. de Macedo, who is a new Director nominee.

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

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

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

2 Laureate Education, Inc.

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

The names of the nominees for election to the Board of Directors and certain information about such nominees are set forth below. All Directors nominated are independent except for Mr. Serck-Hanssen. For information concerning the number of shares of common stock beneficially owned by each nominee, see “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

Andrew B. Cohen

Age: 51

Director since: 2013

Committees:

Compensation
(Chair)

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

Pedro del Corro

Age: 65

Director since: 2017

Committees:

Compensation

Education

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

Aristides de Macedo New Director Nominee

Age: 67

Director since: —

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

2023 Proxy Statement 3

Kenneth W. Freeman Chairman

Age: 72

Director since: 2017

Chairman since:
2019

Committees:

Audit and Risk

Compensation

Education

Nominating &
Corporate
Governance

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

Barbara Mair

Age: 61

Director since: 2022

Committees:

Audit and Risk

Education

Ms. Mair has been a partner of Smart Force, a provider of digital business solutions, since 2019. Before then, Ms. Mair was a partner of Workforce Digital, a robotic process automation company, from 2018 to 2019 and a partner in Muktek, a provider of coding bootcamp programs, from 2017 to 2019. From 2012 to 2015, Ms. Mair served as the chief executive officer of Universidades Aliat, a network of universities in Mexico, where she first joined as chief operating officer in 2011. Before then, Ms. Mair served as a partner of Medida y Compas S.C., a strategic consulting firm, from 2003 to 2010, and she held general manager roles at HP from 2002 to 2003 and at Compaq Computer Corporation from 1993 to 2002. Ms. Mair began her career at Unisys, where she held various systems, marketing, and sales management positions from 1984 to 1993. Ms. Mair has served on various public, private and nonprofit boards of directors in Mexico since 2001. Ms. Mair earned a B.A. from Dartmouth College and a Masters of Technology in Education from University of British Columbia.

George Muñoz

Age: 71

Director since: 2013

Committees:

Audit and Risk
(Chair)

Compensation

Mr. Muñoz has been a principal in the Washington, D.C.-based investment banking firm Muñoz Investment Banking Group, LLC since 2001. Mr. Muñoz also has been a partner in the Chicago-based law firm Tobin & Muñoz, LLC since 2002. Mr. Muñoz served as the President and Chief Executive Officer of the Overseas Private Investment Corporation from 1997 to January 2001. Mr. Muñoz was the Chief Financial Officer and Assistant Secretary of the U.S. Treasury Department from 1993 to 1997. Mr. Muñoz is a certified public accountant and an attorney. Mr. Muñoz served three terms as president of the Chicago Board of Education in the mid-1980s. Mr. Muñoz has taught courses in globalization at Georgetown University and is co-author of the book “Renewing the American Dream: A Citizen’s Guide for Restoring of Competitive Advantage.” Mr. Muñoz currently is a director of each of Marriott International, Inc. and Altria Group, Inc. and a Trustee of the National Geographic Society. Mr. Muñoz earned a B.B.A. from the University of Texas, a J.D. and a Master of Public Policy from Harvard University, an LL.M. in Taxation from DePaul University, and a Master of Arts (Theology) from Catholic Distance University.

4 Laureate Education, Inc.

Dr. Judith Rodin

Age: 78

Director since: 2013

Committees:

Education (Chair)

Nominating &
Corporate
Governance
(Chair)

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

Eilif Serck-Hanssen President and Chief Executive Officer

Age: 57

Director since: 2018

Mr. Serck-Hanssen has served as our Chief Executive Officer since January 2018 and became our President in July 2019. From March to December 2017, Mr. Serck-Hanssen served as our President and Chief Administrative Officer as well as our Chief Financial Officer. From 2008 to March 2017, Mr. Serck-Hanssen served as our Executive Vice President and Chief Financial Officer. Before joining the Company, Mr. Serck-Hanssen served as Chief Financial Officer and President of International Operations at XOJET, Inc. and was part of the team that founded premium airline, Eos Airlines, Inc., where he served Executive Vice President and Chief Financial Officer. Prior to starting Eos Airlines, Mr. Serck-Hanssen served in several executive positions at US Airways, Inc. (now American Airlines, Inc.) and Northwest Airlines, Inc. (now Delta Airlines, Inc.), including serving as a Senior Vice President and Treasurer of US Airways, Inc. Before joining the airline industry, Mr. Serck-Hanssen spent over five years with PepsiCo, Inc. in various international locations and three years with PricewaterhouseCoopers LLP (formerly Coopers & Lybrand Deloitte) in London. He is an Associate Chartered Accountant (ACA) and a member of the Institute of Chartered Accountants in England and Wales. Mr. Serck- Hanssen earned a B.S. in civil engineering from the Western Norway University of Applied Sciences, a B.A. in management science from the University of Kent at Canterbury (United Kingdom), and an M.B.A. from the University of Chicago Booth School of Business.

Ian K. Snow

Age: 53

Director since: 2007

Committees:

Nominating &
Corporate
Governance

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

2023 Proxy Statement 5

Corporate Governance

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

Our Board of Directors currently consists of eight persons, two of whom are designated pursuant to the amended and restated securityholders agreement, dated February 6, 2017 and as amended on October 28, 2021 (the “Wengen Securityholders Agreement”), among the Company, Wengen Alberta, Limited Partnership, an Alberta limited partnership (“Wengen”), and certain other parties thereto. Under the Wengen Securityholders Agreement, Cohen Private Ventures, LLC (“CPV”) is entitled to designate one of our directors so long as it owns at least 5,357,143 shares held through or acquired from Wengen. Mr. Cohen currently serves as the CPV-designated director. Pursuant to the Wengen Securityholders Agreement, in the event that CPV ceases to own its minimum number of shares, the selected director designee shall offer his or her resignation and such party shall no longer be entitled to designate a director to our Board of Directors.

Additionally, the Wengen Securityholders Agreement provides that for so long as CPV holds at least 8,035,713 shares of Company common stock, CPV has the right to nominate one additional director who is currently Mr. Snow. In the event that CPV ceases to be the beneficial owner of at least 8,035,713 shares of Company’s common stock, then the additional director must offer his resignation as a director to the Company’s Board of Directors, and CPV thereafter will no longer be entitled to designate an additional director.

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

Director Independence

Pursuant to our Corporate Governance Guidelines, our Board of Directors evaluated the independence of all Directors and our new Director nominee based on the Nasdaq definition of independence. The Nasdaq rules require that determinations regarding the independence of directors are made by the boards of directors of listed companies. The Nasdaq rules characterize an independent director as a director who is not an executive officer or employee of the company and who does not have a relationship that, in the opinion of the board of directors, would interfere with exercising independent judgment in carrying out a director’s responsibilities. The Nasdaq rules also contain certain categorical standards that serve as prohibitions against directors with certain specified relationships being considered independent.

After careful review of the information provided by each director and nominee whose independence was being evaluated, and upon the recommendation of the Nominating and Corporate Governance Committee, our Board of Directors affirmatively determined that all of the Director nominees are independent under Nasdaq rules for purposes of serving as a Director, except for Mr. Serck-Hanssen, our President and Chief Executive Officer.

Board Diversity

Except with respect to the directors designated pursuant to the Wengen Securityholders Agreement, as documented in the Company’s Corporate Governance Guidelines, the Nominating and Corporate Governance Committee takes into account a candidate’s experience, integrity, expertise, diversity, independence, ability to make independent analytical inquiries, understanding of the Company’s business environment and willingness to devote adequate time to Board duties in evaluating candidates who may be able to contribute to the Board as a whole — all in the context of an assessment of the perceived needs of the Board at that point in time. While the Company does not have a stand-alone diversity policy in place, and the Board does not make any particular weighting of diversity or any other characteristic when evaluating director nominees, the Board believes that its membership should reflect a diversity of experience, gender, race, ethnicity and age. As of our record date, 38% of our directors were women or racially or ethnically diverse individuals. We believe that our current directors possess diverse professional experiences, skills and backgrounds, in addition to, among other characteristics, high standards of personal and professional ethics and valuable knowledge of our business and our industry.

6 Laureate Education, Inc.

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

Board Diversity Matrix

(As of March 27, 2023)



Total Number of Directors	8

Gender	Female	Male	Non-Binary	Did Not Disclose Gender

Directors	2	6	–	–

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

African American or Black	–	–	–	–

Alaskan Native or Native American	–	–	–	–

Asian	–	–	–	–

Hispanic or Latinx	–	1	–	–

Native Hawaiian or Pacific Islander	–	–	–	–

White	1	5	–	–

Two or More Races or Ethnicities	1	–	–	–

LGBTQ+	–

Did not Disclose Demographic Background	–

Board Leadership Structure

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

Board Attendance

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

Board Committees

To support effective corporate governance, our Board of Directors delegates certain responsibilities to its committees, who report on their activities to the Board. Our Board has four standing committees: an Audit and Risk Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Committee on Education. The current members of our committees, the number of meetings held in 2022 and the principal functions of each committee are shown below. Each member is independent under the Nasdaq listing standards, as well as applicable Securities and Exchange Commission (“SEC”) rules for Board and committee service.

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

2023 Proxy Statement 7



Director	Audit and Risk	Compensation	Nominating and Corporate Governance	Education

Andrew B. Cohen		C

Pedro del Corro		M		M

Kenneth W. Freeman	M	M	M	M

Barbara Mair	M			M

George Muñoz	C*	M

Dr. Judith Rodin			C	C

Eilif Serck-Hanssen

Ian K. Snow			M

Number of meetings during 2022	8	8	6	4

C – Chair M – Member * Audit committee financial expert

Audit and Risk Committee Key Responsibilities:

•

Monitors the Company’s financial reporting processes and internal controls over financial reporting

•

Reviews the Company’s annual audited and quarterly financial statements and earnings releases

•

Appoints, evaluates and approves compensation of the Company’s independent registered public accounting firm

•

Receives reports from the Company’s head of internal audit on the annual audit plan, scope of work, and the results of internal audits

•

Oversees the Company’s ethics and compliance program and receives reports from the Company’s chief ethics & compliance officer on such activities

•

Oversees risk assessment and risk management policies and major financial and enterprise risk exposures and steps management is taking to monitor and control such risks, including risk related to cyber security

•

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

•

Reviews and approves any related-party transactions

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

Compensation Committee Key Responsibilities:

•

Reviews and advises the Board regarding the Company’s overall compensation philosophy, policies and plans

•

Reviews and approves the compensation for the Company’s Chief Executive Officer and other executive officers

•

Makes recommendations to the Board regarding the establishment and terms of the Company’s incentive and equity compensation plans and administers such plans

•

Approves grants of equity awards to eligible individuals under the Company’s equity plan

•

Reviews and approves executive officer employment contracts, change-in-control provisions, severance arrangements, and material amendments thereto

•

Monitors and assesses the risks associated with the Company’s compensation policies

8 Laureate Education, Inc.

•

Reviews and discusses with management the Company’s Compensation Discussion and Analysis

•

Annually reviews non-employee director compensation and recommends changes, when relevant, to the Board

Nominating and Corporate Governance Committee Key Responsibilities:

•

Establishes criteria for selecting director candidates and identifies individuals qualified to become directors, as needed

•

Recommends to the Board of Directors candidates for election to the Board

•

Considers committee member qualifications, appointment and removal

•

Reviews and recommends to the Board changes to the Company’s bylaws as needed

•

Reviews the Company’s strategy, initiatives, policies, practices and reporting relating to environmental, social and governance matters and the Company’s public benefit corporation obligations

•

Provides oversight of the annual evaluation of the Board of Directors and each committee.

•

Reviews the Company’s Corporate Governance Guidelines at least annually and recommends any proposed changes to the Board for approval

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

Committee on Education Key Responsibilities

•

Reviews the Company’s education strategy, offerings, policies and procedures in furtherance of the Company’s mission and strategic plan

•

Reviews the status of certification, accreditation and quality assurance reviews

•

Reviews analyses of data measuring quality and effectiveness and sets criteria for relevant metrics and standards

•

Receives reports from management on the development and implementation of academic programs, certificates, degrees, student experience and outcomes, technology infrastructure, partnerships, faculty development and products or services

•

Reviews and discusses with management development and deployment of online, hybrid and distance learning

Code of Conduct and Ethics

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

Board Oversight of Risk Management

We are committed to Board-level oversight of risk management. Our Board of Directors is responsible for assessing major risks facing the Company and overseeing and regularly reviewing management’s plans and actions directed toward the mitigation and/or elimination of such risks. Our Board of Directors’ role in risk oversight of the Company is consistent with the Company’s leadership structure, with the President and Chief Executive Officer (“CEO”) and other members of our executive leadership team having responsibility for assessing and managing the Company’s risk exposure and our Board of Directors and its committees providing oversight in connection with those efforts. Our Board of Directors exercises these responsibilities regularly as part of its meetings and also through its committees, each of which examines various components of risk as part of its

2023 Proxy Statement 9

responsibilities and provides regular reports to the Board regarding matters reviewed at their committee. Our CEO, executive leadership team and other members of our management regularly report to the Board and its committees to discuss risk management and mitigation. These reports assist in the Board’s oversight of risk management and the ongoing evaluation of management controls.

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

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

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

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

While our Board of Directors and its committees oversee key risk areas, the Company’s executive leadership team is responsible for assessing and managing the Company’s various exposures to risk on a day-to-day basis, including the creation of appropriate risk management policies.

We have developed a consistent, systemic and integrated approach to risk management, including the enterprise risk management program, to help determine how best to identify, manage and mitigate significant risks throughout the Company. Management undertakes a regular review of a broad set of risks across our business and operations to identify, assess, manage and monitor existing and emerging threats and opportunities, taking into account short-term, intermediate-term and long-term risks and how fast risks may affect the Company. Members of senior management are assigned to key risks to ensure that adequate risk response plans are in place and executed to proactively manage such risks. Management regularly reports to our Board of Directors and its committees on a variety of risks, including strategic, operational, financial, legal, regulatory and cybersecurity risks, and the efforts of management to address and mitigate such risks.

Delinquent Section 16(a) Reports

Based on a review of reports filed with the SEC by our directors, executive officers and beneficial owners of more than 10% of our common stock regarding their ownership and transactions in our common stock and written representations from those directors and executive officers, we believe that each director, executive officer and beneficial owner of more than 10% of our common stock has filed timely reports under Section 16(a) of the Exchange Act during 2022, except that Mr. Muñoz filed a Form 4 late reporting two transactions in 2021 and two transactions in 2022 involving acquisitions of shares of common stock in pursuant to an automatic dividend reinvestment program.

10 Laureate Education, Inc.

Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides an overview of our compensation philosophy, objectives, material elements of compensation, and the factors and process used in making compensation decisions with respect to our fiscal year 2022 named executive officers (“NEOs”) listed below.


NEOs		Title

Eilif Serck-Hanssen		President and Chief Executive Officer

Richard M. Buskirk		Senior Vice President and Chief Financial Officer

Marcelo Barbalho Cardoso		Executive Vice President, Chief Operating Officer and Chief Executive Officer, Mexico

Richard H. Sinkfield III		Chief Legal Officer and Chief Ethics & Compliance Officer

Timothy P. Grace*		Former Chief Human Resources Officer

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

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


		Page:

Executive Summary		11

Compensation Governance		12

Executive Compensation Program		13

Policies and Other Considerations		21

Executive Summary

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

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

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

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

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

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

2023 Proxy Statement 11

Compensation Governance

Highlights of Governance and Design Feature

We are committed to sound executive compensation policies and practices, as highlighted in the following table.




What we do:

	✓	Align pay with performance

	✓	Award annual incentive compensation subject to the achievement of pre-determined performance goals

	✓	Incorporate multiple performance metrics within our variable pay components

	✓	Set challenging performance objectives

	✓	Incorporate payout caps for performance-based incentives

	✓	Consider guidance from an independent compensation consultant

	✓	Maintain stock ownership guidelines for executive officers

	✓	Maintain an executive severance policy

	✓	Maintain a clawback policy




What we do NOT do:

	✘	Guarantee bonus payouts

	✘	Provide excessive executive perquisites

	✘	Award equity grants with “single-trigger” accelerated vesting

	✘	Accelerate vesting of equity awards for retirement

	✘	Provide for change in control tax gross-ups

	✘	Provide supplemental executive retirement or medical plans

	✘	Offer payment of dividends for unearned equity awards

	✘	Allow any hedging or pledging transactions

Pay Governance Process

The Compensation Committee is actively engaged in the compensation process to ensure appropriate compensation governance. The majority of compensation earned by our NEOs is a function of corporate financial and operational performance and individual performance against pre-established goals. Our executive officers have line of sight and considerable impact on the achievement of these goals. Our Compensation Committee, CEO and management, in consultation with the Compensation Committee’s independent compensation consultant, ensure thorough oversight regarding the amount and form of executive compensation via the following pay governance processes:


Role	Management	Chief Executive Officer	Compensation Committee	Independent Compensation Consultant
Set CEO Target Compensation	–	–	Approve	Advise
Set Other NEO Target Compensation	–	Recommend	Approve	Advise
Design Cash and Equity Incentive Programs (Metrics, Targets and Award Opportunities)	Develop	Recommend	Approve	Advise
Authorize Equity Grants and Cash Incentive Payouts	Recommend	Review	Approve	Review

12 Laureate Education, Inc.

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 assessment of the material risks associated with our compensation programs and policies; provides expert knowledge of regulatory developments and best practices relating to executive compensation and competitive pay levels; reviews and provides an assessment of recommendations regarding the compensation of the NEOs (including our Chief Executive Officer); and regularly attends and actively participates in meetings of the Compensation Committee, including executive sessions.

Consideration of Non-Binding Advisory Stockholder Vote on Compensation

In making executive compensation determinations, the Compensation Committee also considers the results of the non-binding, advisory stockholder votes on our executive compensation program. Our stockholders approved our executive compensation program with 97.5% of votes cast for the say-on-pay proposal in our 2022 Proxy Statement. The Compensation Committee is mindful of our stockholders’ endorsement of the Compensation Committee’s past decisions and policies and has maintained its general approach to executive compensation for decisions made to date. The Compensation Committee will continue to consider the results from this year’s and future advisory stockholder votes regarding our executive compensation program.

Executive Compensation Program

Compensation Philosophy, Strategy and Principles

We design motivational incentives for our leaders to align their interests with three main priorities that are also important to our investors:

•

value creation and delivery through superior operating performance;

•

a clear emphasis on long-term organizational financial stability and viability; and

•

securing and safeguarding the talent to manage and continue to achieve our stated business objectives.

We use a diverse set of equity and cash incentives realizable upon achievement against performance targets. Each incentive is selected to encourage the right behaviors and results for our success in the near- and long-term. Additionally, our program provides our Compensation Committee the flexibility to reward individual performance not reflected in pre-established performance goals, including to reward contributions to special Company initiatives and expanded responsibilities. Moreover, our program discourages our executives from taking excessive risk and encourages them to model, in an ethical way, our values, culture and mission, which is to expand access to quality higher education to make the world a better place.

The following four guiding principles further shape our executive compensation program:

•

target compensation is designed to be competitive and reflective of the competitive value of the job in the marketplace;

•

the majority of actual compensation is at risk, with no guaranteed payout;

•

levels of pay at risk are correlated with increasing levels of responsibility and impact; and

•

pay must simultaneously motivate ethical decision making, educational excellence, acting with integrity and exceptional performance.

2023 Proxy Statement 13

NEO Pay

Target compensation levels for our executive officers are not dictated by any specific percentile of the market. Rather, the Compensation Committee considers such data in addition to the following factors to establish target pay levels:

•

the need to attract and retain high-caliber talent;

•

the degree to which each executive officer has consistently delivered results;

•

internal pay equity;

•

each executive’s tenure, skills and experience;

•

expected contributions of each executive;

•

future potential; and

•

achievement of previously established corporate performance objectives.

Executive Compensation Pay Components

Fixed vs. Variable Pay

Our executive compensation program is predominantly composed of three main components: base salary, an annual incentive plan and a long-term equity incentive plan. To ensure alignment with our pay for performance philosophy, we focus our executive compensation program on variable pay while also providing competitive fixed base salaries to promote both short-term and long-term retention and performance.

Pay Mix

The charts below show the Annual Target Compensation for our CEO and Average Annual Target Compensation for other NEOs (excluding our CEO) at year end 2022.

LOGO

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 2022, the Compensation Committee reviewed the base salary of each of our NEOs and determined to maintain the base salary of Mr. Serck-Hanssen (representing the fourth year of no salary increase for Mr. Serck-Hanssen) in light of our resulting company profile and size following the strategic review to unlock stockholder value initiated in January 2020 and concluded in early 2022 (the “Strategic Review”) and, taking into account a market review of compensation levels and regional inflation considerations, to increase the base salary of the other NEOs as follows: Mr. Buskirk – 5.27%, Mr. Cardoso – 10% and Mr. Sinkfield – 3.58%.

14 Laureate Education, Inc.

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:

LOGO

The organizational multiplier for executives with corporate responsibility is based on Laureate’s overall business results. The organizational multiplier for executives with regional responsibility is generally based on their regional results.

The four selected metrics used to determine the organizational multiplier for the AIP, as defined in the table below, focus executives on the financial sustainability of the organization: Adjusted Financing EBITDA, Revenues, New Enrollment (an education industry metric) and Unlevered Free Cash Flow.



Financial Metric		Definition

Adjusted Financing EBITDA		Similar to Adjusted EBITDA (defined below), Adjusted Financing EBITDA, a non-GAAP financial measure, excludes the impact of foreign currency exchange rates as compared to the spot exchange rates assumed in our internal budgets and certain extraordinary or nonrecurring items, which the Compensation Committee believes are not indicative of ongoing results. The Compensation Committee believes that Adjusted Financing EBITDA is an important measure in evaluating management’s success in positioning the Company for sustainable profitability, a primary goal. Adjusted EBITDA, a non-GAAP measure, is defined as income (loss) from continuing operations, before equity in net (income) loss of affiliates, net of tax, income tax expense (benefit), (gain) loss on sale or disposal of subsidiaries, net, foreign currency exchange (gain) loss, net, other (income) expense, net, loss (gain) on derivatives, loss on debt extinguishment, interest expense and interest income, plus depreciation and amortization, share-based compensation expense, loss on impairment of assets and expenses related to our Excellence-in-Process enterprise wide initiative, completed as of December 31, 2021 except for certain expenses related to run out of programs that began in prior periods.

Revenues		Fees generated from our provision of educational services and products before any costs or expenses are deducted. Year-to-year growth in revenues indicates a strong base for future growth. For purposes of the AIP, excludes the impact of foreign currency exchange rates as compared to the spot exchange rates assumed in our internal budgets.

New Enrollment		The number of students who enroll in an academic program for the first time or students who return to their academic program after an absence of at least two years. New enrollment indicates that there is continued interest in our institutions and can be a leading indicator of future revenue levels.

Unlevered Free Cash Flow		Operating cash flow less capital expenditures, plus net cash interest. Unlevered free cash flow, a non-GAAP measure, is an important measure of the Company’s ability to generate cash flows. For purposes of the AIP, excludes the impact of foreign currency exchange rates as compared to the spot exchange rates assumed in our internal budgets.

Of the metrics listed above, three focus on the financial sustainability of the organization: Adjusted Financing EBITDA, Revenues and Unlevered Free Cash Flow; and one is an education-industry based metric: New Enrollment. While each of the Revenues and New Enrollment metrics is critical to our ability to grow over the long term, Adjusted Financing EBITDA is weighted the heaviest because of the Compensation Committee’s focus on sustainable profitability. Additionally, because of the Compensation Committee’s focus on growth components, the weighting of Unlevered Free Cash Flow is the lightest.

The 2022 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.

2023 Proxy Statement 15



Levels of Performance	Percent Payout		Performance Against Plan	Adjusted Financing EBITDA		Revenues		New Enrollments		Unlevered Free Cash Flow

			Weight		40%		30%		20%		10%

Maximum		200%	Percent of Target		115%		108%		115%		120%

Target		100%	Value for 100% Payout		Target		Target		Target		Target

Threshold		0%	Percent of Target		85%		92%		85%		80%

Generally, our overall incentive awards are capped at 200% of target; however, the Compensation Committee has discretion to adjust such caps based on individual performance for the year. Considerations affecting evaluation of individual performance may include extraordinary economic or business conditions, the state of the business, deviations from forecasted business targets that are unrelated to the executive’s performance and other external factors that, in the CEO’s judgment (or the Compensation Committee’s judgment in the case of the CEO’s individual performance), may have affected our financial and operating results. The Compensation Committee also considers constructive strategic issues that have long-term consequences, such as positive student outcomes and achieving the highest academic and operational standards and regulatory compliance. The NEOs also may be rewarded, through the individual performance component, for important strategic contributions, such as building succession plan pipelines and high-performance cultures.

The Compensation Committee thought it was important to maintain certain features in the 2022 AIP that have been included in the AIP for prior years, such as: (i) had we achieved less than the 85% threshold of the Adjusted Financing EBITDA goal, the NEOs would receive no AIP payout, (ii) the individual performance multiplier of 20% was capped at 200% achievement, and (iii) had we achieved below the threshold percentage for any metric (besides the Adjusted Financing EBITDA goal which is a condition for any AIP award), then the portion of the AIP award dependent on such metric would be entirely deducted from an NEO’s total 2022 AIP award opportunity. In 2022, the Compensation Committee eliminated from the AIP the bonus modifier related to achievement of targeted ongoing corporate general and administrative (“G&A”) expenses excluding costs associated with corporate rightsizing following completion of the Strategic Review, which was specific to 2021 priorities.

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 2022 AIP bonus results.

2022 AIP Outcomes

At the end of each fiscal year when results are available, all organizational multipliers, the individual performance multipliers of each NEO and the overall annual incentive award for each NEO are reviewed and approved by the Compensation Committee.

AIP payments reflect the Compensation Committee’s assessment of each NEO’s individual performance and our overall performance when measured against the goals established by the Compensation Committee for 2022 of Adjusted Financing EBITDA, Revenues, New Enrollments, Unlevered Free Cash Flow and individual objectives.

For Messrs. Serck-Hanssen, Buskirk and Sinkfield, 2022 AIP awards were measured based on corporate level performance results. The following table contains the goal for each operational metric used to determine the organizational multiplier component of the AIP awards earned in respect of 2022 performance by the corporate NEOs.

16 Laureate Education, Inc.



Performance Metric - Corporate	2022 Target		Weighted Target as % of Award			Weighted Target as % of Corporate Component			2022 Actual Performance		2022 Actual Payout %

Organizational multiplier metrics

Adjusted Financing EBITDA*		$ 304.9		32	%		40	%		$ 317.2		51	%

Revenues*		$ 1,135.7		24	%		30	%		$ 1,175.5		41	%

New Enrollments		205,900		16	%		20	%		218,600		28	%

Unlevered Free Cash Flow*		$ 105.9		8	%		10	%		$ 123.6		18	%

				80	%		100	%				138	%

*	In millions

For Mr. Cardoso, as a result of serving as Chief Operating Officer and during 2022 as Chief Executive Officer, Mexico, the organizational multiplier component of his 2022 AIP award was based 50% on corporate level performance and 50% on the performance of the Mexico business. The resulting combined organizational multiplier was 149%. The following table contains the goal for each operational metric used to determine the Mexico component of the organizational multiplier for the AIP award earned in respect of 2022 performance by Mr. Cardoso.



Performance Metric - Mexico	Target		Weighted Target as % of Award		Weighted Target as % of Corporate Component		2022 Actual Performance		2022 Actual Payout %

Organizational multiplier metrics

Adjusted Financing EBITDA*		$ 99.2		32%		40%		$ 114.6		71%

Revenues*		$ 552.5		24%		30%		$ 573.7		42%

New Enrollments		129,700		16%		20%		138,800		29%

Unlevered Free Cash Flow*		$ 53.2		8%		10%		$ 66.4		18%

				80%		100%				160%

*	In millions

In determining the 2022 AIP payments, the Compensation Committee considered 2022 results with respect to each performance metric and as a percentage of the applicable corporate goal. The Compensation Committee believes that the approved individual performance multipliers, an average of 136.7% for the executive leadership team reporting to Mr. Serck-Hanssen, and above-target 2022 payouts for the NEOs, as shown in the table below, appropriately reflect the significant achievements of outperforming key budgeted performance metrics, increasing our organic growth rate and expanding margins, while maximizing academic quality and successful student outcomes. The table below provides information relating to the 2022 target and actual AIP payments for each of the NEOs.



Executive	2022 Base Salary ($)	Target 2022 AIP Award as a % of 2022 Base Salary	Target 2022 AIP Award ($)	Approved Organizational Multiplier(1)	Approved Individual Performance Multiplier(2)	Actual Award ($)	Actual Award as a % of Target Award

Eilif Serck-Hanssen	850,000	130%	1,105,000	138%	137%	1,521,497	138%

Richard M. Buskirk	400,026	100%	400,026	138%	165%	573,445	143%

Marcelo Barbalho Cardoso(3)	405,347	100%	405,347	149%	165%	616,906	152%

Richard H. Sinkfield III(4)	435,036	100%	435,036	138%	135%	597,531	137%

Timothy P. Grace(5)	—	—	—	—	—	—	—

(1)	Applied to 80% of Target 2022 AIP Award amount.

(2)	Applied to 20% of Target 2022 AIP Award amount.

(3)	Mr. Cardoso’s bonus was based 50% on corporate performance and 50% on Mexico performance. Amounts for Mr. Cardoso are based on an average foreign currency exchange rate of Brazil Real to U.S. Dollar for 2022 at 0.193946.

2023 Proxy Statement 17

(4)	In 2022, the Compensation Committee approved an increase in Mr. Sinkfield’s bonus target percentage from 75% to 100% of his base salary rate.

(5)

Mr. Grace served as Chief Human Resources Officer until April 8, 2022 and therefore was not eligible to receive an award under the 2022 AIP; however, pursuant to his 2020 Letter Agreement (defined below), he received a pro-rated annual bonus for 2022 in connection with his termination of employment, as described below.

Long-Term Incentive Plan: Stock-Based Compensation

The Laureate Education, Inc. Amended and Restated 2013 Long-Term Incentive Plan (as amended and restated from time to time, the “2013 Plan”) was established for the benefit of officers, employees and certain directors of the Company and its subsidiaries, as well as for others performing consulting or advisory services for the Company. The purpose of the 2013 Plan has been to provide incentives that will attract, retain and motivate high performing officers, employees, directors and consultants by providing them with appropriate incentives to maximize stockholder value and contribute to the long-term success of the Company. We have granted long-term equity awards under the 2013 Plan consistent with the view that stock-based incentive compensation opportunities play a key role in our ability to recruit, motivate and retain qualified individuals. While our compensation packages generally include a number of different components, we believe that equity compensation is key to linking pay to performance and aligning executives with stockholders, as it encourages employees to work toward our success and aligns their interests with those of our stockholders by providing them with a means by which they can benefit from increasing the value of the Company’s stock.

Our stock-based compensation is intended to be a significant portion of NEO compensation to create a link between executive compensation and our long-term performance, thereby creating alignment between executive and stockholder interests. The Compensation Committee believes that the best way to align compensation of our NEOs with long-term growth and profitability is to design long-term incentive compensation (“LTI”) that is, to a great degree, dependent upon Company performance.

In 2022, 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.


Award Type	% of LTI			Description
PSUs		50	%	PSUs vest in three equal annual installments over a three-year period, subject to achievement of Adjusted EBITDA Margin and Total Enrollment targets in the first and second years, and the third year of vesting is subject to continued employment with the Company on the vesting date. These vesting terms apply only to PSUs granted in 2021 and 2022. Adjusted EBITDA Margin is Adjusted EBITDA (as defined above) divided by revenue. Total Enrollment is the total number of students enrolled in the Company’s institutions on a particular date. Both measures are important in evaluating management’s success in positioning the Company for sustainable growth and profitability over the long term.
RSUs		50	%	Time-based RSUs vest in three equal annual installments on December 31 of the year of grant and the two subsequent years, subject to continued employment on each applicable vesting date.

Our NEOs received the following target LTI equity award opportunities in 2022, with PSU and RSU grants vesting over fiscal years 2022, 2023 and 2024:


Executive	Target LTI Value (as a % of Prior Year-End			Target LTI Value ($)		Units (#)
Executive	Base Salary)			Target LTI Value ($)		PSUs		RSUs
Eilif Serck-Hanssen		300	%	$	2,550,000		105,898		105,898
Richard M. Buskirk		100	%	$	380,000		15,781		15,781
Marcelo Barbalho Cardoso		150	%	$	503,000		20,895		20,895
Richard H. Sinkfield III		75	%	$	315,000		13,082		13,082
Timothy P. Grace		80	%	$	400,000		16,612		16,612

For additional information on all 2022 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 “2022 Executive Compensation Tables.”

18 Laureate Education, Inc.

2022 PSU Outcomes

In February 2023, the Compensation Committee determined, based on the Company’s 2022 audited consolidated financial statements, 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 2022 performance. Accordingly, the 2022 tranche of the PSUs granted in 2020, 2021 and 2022 vested and were settled in shares of our common stock in March 2023. The table below provides information relating to the achievement of PSU vesting with respect to fiscal year 2022 targets.


Year of PSU Grant for 2022 Tranche	Performance Metric	Target	2022 Actual Performance	Vesting
2020	Adjusted Financing EBITDA	$849,500*	$1,016,000*		100	%
2021	Adjusted EBITDA Margin Total Enrollment	25% 332,000	27.3% 423,000		100 100	% %
2022	Adjusted EBITDA Margin Total Enrollment	26% 404,000	27.3% 423,000		100 100	% %

*	Amounts are shown pro forma to reflect the impact from divestitures as well as other permitted adjustments.

Additional Cash Bonuses

To recognize and reward exemplary performance providing value to the Company beyond what is recognized by the structure of the AIP and under special circumstances, our Committee Compensation may, in its discretion and often in consultation with the Board of Directors, approve additional cash awards to employees, including the NEOs. At appropriate times the Compensation Committee determines whether any such awards are deemed warranted and, if so, in what amount. In 2022, no such awards were made.

Benefits

We provide various employee benefit programs to our employee NEOs, including medical, dental, life/accidental death and dismemberment, and disability insurance benefits, and our 401(k) Retirement Savings Plan. These benefit programs are generally available to all of our U.S.-based full-time employees. Mr. Serck-Hanssen also was provided with individual supplemental executive long-term disability coverage in 2022.

Severance Pay Arrangements and Retention/Bonus Agreements

Severance Policy

The Company’s Severance Policy for Executives (the “Executive Severance Plan”), 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 Plan, see “— 2022 Executive Compensation Tables — Potential Payments upon Termination or Change in Control.”

NEO Severance Arrangements and Retention Bonus Agreements.

At the time Mr. Serck-Hanssen was hired as our Executive Vice President and Chief Financial Officer in 2008, the Compensation Committee thought it appropriate to authorize Mr. Serck-Hanssen’s written offer of employment to include a provision entitling Mr. Serck-Hanssen to a lump sum severance benefit in the event that we terminate his employment without cause.

Mr. Cardoso and the Company entered into an Independent Contractor and Consultant Agreement for Mr. Cardoso’s continuing services as Executive Vice President and Chief Operating Officer (the “Cardoso Agreement”) effective upon the Company’s sale of its Brazil business in May 2021 and Mr. Cardoso’s resulting termination of employment with the Company’s Brazil subsidiary. The Cardoso Agreement details Mr. Cardoso’s annual cash compensation, annual target cash bonus, annual target long-term equity incentive award and severance benefits, as well as other payments to provide commensurate benefits received while an employee of the Company’s Brazilian subsidiary. Pursuant to such agreement, Mr. Cardoso remains eligible to receive severance benefits pursuant to his 2020 Letter Agreement (defined below) and any other applicable severance policy, provided, however, that any future severance will be reduced by the severance amount he received in connection with his termination of employment with the Company’s Brazil subsidiary upon the Company’s 2021

2023 Proxy Statement 19

sale of its Brazil business. The Cardoso Agreement was subsequently amended to assign it to a consulting company owned by Mr. Cardoso and to reflect Mr. Cardoso’s 2022 compensation increase.

In 2020, in connection with the Strategic Review, changes to severance arrangements were implemented through individual retention letter agreements that the Company entered into with certain executives, including the NEOs, and by amendment to the Executive Severance Plan (collectively, the “2020 Letter Agreements”). The 2020 Letter Agreements provided that, if an NEO (other than Mr. Sinkfield) is terminated without “cause” or resigns with “good reason” either prior to the completion of the Strategic Review or within 12 months following the end of the Strategic Review, (1) the NEO would receive the same benefits that the NEO would have received upon a qualifying termination of employment on or following a change in control under the Executive Severance Policy and (2) all outstanding equity awards then held by the participant would receive the same treatment as such equity awards would have received upon a qualifying termination on or following a change in control (i.e., full accelerated vesting of unvested equity awards). As a result of Mr. Grace’s termination without “cause” effective April 8, 2022, Mr. Grace received severance benefits in accordance with the terms of his 2020 Letter Agreement. See “— 2022 Executive Compensation Tables — Summary Compensation Table.”

Further, the 2020 Letter Agreements, for all NEOs other than Mr. Cardoso, provided for a cash retention bonus program contingent upon achieving key performance targets that would be payable, if achieved, on the earlier of a change in control or the date on which our Board of Directors determined that the Strategic Review is complete (the “Determination Date”). The amount of the retention bonus was to be determined based on the applicable target amount for each NEO (75% of the NEO’s 2020 base salary), the length of the Strategic Review and the total value to stockholders, with further adjustments up or down in a range of 0% to 200% of target based generally on total return to the Company’s stockholders (the “Performance Retention Bonus”) on the earlier of the Determination Date and the date of the termination of the NEO (the “Valuation Date”) occurs. Mr. Sinkfield’s 2020 Letter Agreement provided that 50% of the total retention bonus amount was to be based on the Performance Retention Bonus when the Valuation Date occurs and 50% was to be paid based on a prorated portion of target based on when the Valuation Date occurs. Under this program, if an NEO was terminated without “cause” or resigned with “good reason” before or during the year following the end of the Strategic Review, then the NEO would be eligible to receive a lump sum pro rata AIP award.

In December 2021, our Board of Directors determined, pursuant to the 2020 Letter Agreements, that the Valuation Date for purposes of determining the amount of Performance Retention Bonus, if any, each participant would earn was April 7, 2022. Accordingly, on April 7, 2022, it was determined that the threshold target total return to the Company’s stockholders had not been achieved. Therefore, no amounts were earned by Messrs. Serck-Hanssen, Buskirk, Sinkfield and Grace under the Performance Retention Bonus. Under the time-based bonus component of Mr. Sinkfield’s retention bonus, as of the Valuation Date, Mr. Sinkfield earned $284,375. Finally, in accordance with the 2020 Letter Agreements, the severance terms described above continued for one year after the Valuation Date (the “Strategic Review Protection Period”) and terminated on April 7, 2023, other than for Mr. Serck-Hanssen as explained below.

On October 9, 2022, the Company entered into a letter agreement (the “ESH Amended Agreement”) with Mr. Serck-Hanssen, which amended and restated the terms and conditions of his 2020 Letter Agreement. Pursuant to the 2020 Letter Agreement, Mr. Serck-Hanssen would have had “modified good reason” to resign and receive the enhanced severance benefits to the extent, among other triggers, there was a material diminution in his authority, duties or responsibilities when compared to his authority, duties or responsibilities as of January 27, 2020 (the “Change in Duties Trigger”). Under the ESH Amended Agreement, Mr. Serck-Hanssen is eligible to receive enhanced severance benefits (including accelerated vesting of outstanding equity awards) in connection with a qualifying termination of employment through April 7, 2025, the three-year anniversary of the Valuation Date (the “ESH Protection Period”). In light of the changes to Mr. Serck-Hanssen’s authority, duties and responsibilities as a result of the Strategic Review and resulting divestitures, which implicated the original Change in Duties Trigger, the definition of “modified good reason” in the ESH Amended Agreement was updated to remove the Change in Duties Trigger, in exchange for which the ESH Amended Agreement provides that Mr. Serck-Hanssen has the right to resign and receive the enhanced severance benefits contemplated by the 2020 Letter Agreement during the 10-month period commencing on April 7, 2024.

See “— 2022 Executive Compensation Tables — Potential Payments upon Termination or Change in Control” for a discussion of the severance benefits available to our NEOs.

20 Laureate Education, Inc.

Policies and Other Considerations

Stock Ownership Guidelines

We recognize the importance of utilizing quantifiable standards to ensure that our executives’ personal financial interests are in close alignment with those of our stockholders. To that end, our Director & Executive Officer Stock Ownership and Retention Guidelines (the “Stock Ownership Guidelines”) require executives, including our NEOs, to have stock ownership levels as follows: five times annual base salary for our CEO and three times annual base salary for all other executives.

The following are considered when determining if an executive has met these guidelines:

•

common stock owned exclusively by the NEO, jointly with his or her spouse, or in a trust for the benefit of members of his or her family; and

•

the in-the-money portion of vested, unexercised stock options.

The following are not considered:

•

unvested or unearned performance-vesting shares/units;

•

unvested or previously exercised stock options; and

•

underwater stock options.

Until such guidelines are met and as each award is exercised, vested or earned, the CEO is expected to retain 75% of net profit shares and other NEOs are expected to retain 50% of net profit shares.

Anti-Hedging and Anti-Pledging Policy

Laureate prohibits employees, executive officers and directors from engaging in any form of hedging transaction or holding Laureate securities in margin accounts, or pledging Laureate securities as collateral for loans.

Compensation Program Risk Considerations

Management, the Compensation Committee and the Compensation Committee’s independent compensation consultant have reviewed and considered our compensation plans and practices for all of our employees and do not believe that our compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company. We utilize many design features that mitigate the possibility of encouraging excessive risk-taking behavior. Among these design features are the following:

•

reasonable goals and objectives that are well-defined and communicated;

•

balance of short- and long-term variable compensation tied to a mix of financial and operational objectives;

•

capping annual incentive plan payouts;

•

the Compensation Committee’s ability to exercise downward discretion in determining payouts;

•

market-aligned severance policy for executives that does not have automatic single-trigger equity vesting;

•

a strong recoupment (“clawback”) policy;

•

retaining an independent compensation consultant for the Compensation Committee;

•

stock ownership guidelines; and

•

prohibition on executive officers and directors engaging in any form of hedging transaction or holding Laureate securities in margin accounts, or pledging Laureate securities as collateral for loans.

Clawback Policy

Under the Company’s Executive Incentive Compensation Recoupment Policy, executives who violate confidentiality, non-competition, and non-solicitation agreements forfeit any outstanding awards under the 2013 Plan and must return any gains realized from awards prior to the violation. These provisions serve to protect our intellectual property and human capital and help ensure that executives act in the best interests of Laureate and its investors.

2023 Proxy Statement 21

2022 Executive Compensation Tables

Summary Compensation Table

The following table sets forth information regarding the compensation of our NEOs for 2022, 2021 and 2020.


Name and Principal Position	Year		Salary ($)(1)		Bonus ($)(2)		Stock Awards ($)(3)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)(4)		All Other Compensation ($)(5)		Total ($)

Eilif Serck-Hanssen President and Chief Executive Officer		2022 2021 2020		850,000 850,000 765,708		— 2,000,000 1,000,000		2,550,024 2,550,017 2,550,020		— — —		1,521,497 1,906,611 988,975		55,311 12,309 12,159		4,976,832 7,318,937 5,316,862

Richard M. Buskirk Senior Vice President and Chief Financial Officer		2022 2021		396,688 375,000		— 666,667		380,007 380,019		— —		573,445 655,667		12,200 8,700		1,362,340 2,086,053

Marcelo Barbalho Cardoso(6) Executive Vice President, Chief Operating Officer and Chief Executive Officer, Mexico		2022 2021		396,843 423,654		— 350,000		503,151 516,554		— —		616,906 941,552		236,359 519,216		1,753,259 2,750,975

Richard H. Sinkfield III Chief Legal Officer and Chief Ethics & Compliance Officer		2022 2021 2020		432,530 420,000 379,647		284,375 666,667 333,000		315,015 315,021 215,532		— — —		597,531 543,514 231,103		12,200 8,700 8,550		1,641,651 1,953,902 1,167,832

Timothy P. Grace Former Chief Human Resources Officer		2022 2021 2020		136,538 500,000 462,812		— 400,000 —		400,017 400,010 400,010		— — —		— 690,176 358,000		1,522,096 8,700 8,550		2,058,651 1,998,886 1,229,372

(1)	For Messrs. Buskirk, Cardoso and Sinkfield, the 2022 amount reflects a blended rate resulting from the March 1, 2022 effective date for 2022 base increases. Mr. Grace’s 2022 salary represents salary payments made through his termination of employment with the Company on April 8, 2022.

(2)	For 2022, represents amount of retention bonus earned by Mr. Sinkfield under his 2020 Letter Agreement. See “—Compensation Discussion and Analysis — Severance Pay Arrangements and Retention/Bonus Agreements.”

(3)

Reflects the grant date fair value of awards, which is an estimated value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 Compensation — Stock Compensation (“ASC 718”). For a discussion of the assumptions related to the calculation of this value, refer to Note 11, Share-based Compensation and Equity, in our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022.

(4)	For 2022, represents amounts earned under the 2022 AIP.

(5)	For Mr. Serck-Hanssen in 2022, includes $12,200 contributed pursuant to our 401(k) matching program, $39,502 in legal fees paid by the Company on his behalf in the connection with negotiation of the ESH Amended Agreement, and $3,609 for executive supplemental disability plan premiums.

For Messrs. Buskirk and Sinkfield in 2022, includes $12,200 contributed pursuant to our 401(k) matching program.

For Mr. Cardoso in 2022, pursuant to the Cardoso Agreement, includes $84,724–related to vacation benefit; $55,748–related to additional monthly payment benefit; $36,913–annual car allowance, $33,092–related to health insurance premiums, $22,579–related to life insurance premiums, and miscellaneous amounts for meal vouchers and transportation.

For 2022, for Mr. Grace, includes $12,200 contributed pursuant to our 401(k) matching program and, in connection with his termination of employment on April 8, 2022 pursuant to his 2020 Letter Agreement, cash payments of severance—$1,350,000, pro-rated 2022 annual bonus—$107,400 and accrued vacation—$11,223; company paid health insurance benefits—$17,278 and outplacement services—$23,995. Additionally, in accordance with the terms of Mr. Grace’s 2020 Letter Agreement, Mr. Grace’s unvested equity awards as of his termination date were accelerated.

(6)	All amounts for Mr. Cardoso are based on an average foreign currency exchange rate of Brazil Real to U.S. Dollar for 2022 and 2021 at 0.193946 and 0.18585, respectively, except for Mr. Cardoso’s 2021 additional cash bonus payment under the “Bonus” column above, which was based on U.S. Dollars.

2023 Proxy Statement 23

Grants of Plan-Based Awards

The following table sets forth information regarding grants of plan-based awards to our NEOs in 2022:


					Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards				All Other Stock Awards: Number of Shares of Stock or Units (#)		All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/ share)	Grant Date Fair Value of Stock and Options Awards ($)(2)
Name	Grant Date		Award Type(1)		Thresh- old ($)		Target ($)		Max- imum ($)		Thresh- old ($)	Target (#)		Maxi- mum (#)				Exercise or Base Price of Option Awards ($/ share)	Grant Date Fair Value of Stock and Options Awards ($)(2)
Eilif Serck-Hanssen				AIP		0		1,105,000		2,210,000	—		—	—		—	—	—		—
		2/18/2022		PSUs		—		—		—	0		70,598	—		—	—	—		850,000
		2/18/2022		RSUs		—		—		—	—		—	—		141,198	—	—		1,700,024
Richard M. Buskirk				AIP		0		400,026		800,052	—		—	—		—	—	—		—
		2/18/2022		PSUs		—		—		—	0		10,520	—		—	—	—		126,661
		2/18/2022		RSUs		—		—		—	—		—	—		21,042	—	—		253,346
Marcelo Barbalho Cardoso				AIP		0		405,347		810,694	—		—	—		—	—	—		—
Marcelo Barbalho Cardoso		2/18/2022		PSUs		—		—		—	0		13,930	—		—	—	—		167,717
		2/18/2022		RSUs		—		—		—	—		—	—		27,860	—	—		335,434
Richard H. Sinkfield III				AIP		0		435,036		870,072	—		—	—		—	—	—		—
		2/18/2022		PSUs		—		—		—	0		8,721	—		—	—	—		105,001
		2/18/2022		RSUs		—		—		—	—		—	—		17,443	—	—		210,014
Timothy P. Grace		2/18/2022		PSUs		—		—		—	0		11,074	—		—	—	—		133,331
		2/18/2022		RSUs		—		—		—	—		—	—		22,150	—	—		266,686

(1)	AIP: Represents the threshold, target and maximum payout opportunities under the 2022 AIP. See “—Compensation Discussion and Analysis — Annual Incentive Plan” for more information regarding the 2022 AIP.

PSUs: Represents one-third of the annual grant of PSUs eligible to vest based upon achievement of the applicable Adjusted EBITDA Margin and Total Enrollment targets for 2022 and one-third of the annual grant of PSUs eligible to vest based upon achievement of the applicable Adjusted EBITDA Margin and Total Enrollment targets for 2023. The vesting of the final one-third of the annual grant of PSUs is time based and is included in column “All Other Stock Awards: Number of Shares of Stock or Units”.

RSUs: Represents the annual grant of RSUs, which vest in three equal installments beginning on December 31, 2022, and one-third of the annual grant of PSUs, which is time based and vests on March 15, 2025.

(2)

Represents the grant date fair value of awards, which is an estimated value computed in accordance with ASC 718. For a discussion of the assumptions related to the calculation of this value, refer to Note 11, Share-based Compensation and Equity, in our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022.

Outstanding Equity Awards at Fiscal Year-End

The following table provides information regarding unexercised options and unvested PSUs and RSUs held by our NEOs as of December 31, 2022.

For option awards, the table provides the number of shares underlying both exercisable and unexercisable options, the exercise price and the expiration date. For stock unit awards, the table provides the total number of unvested units and the aggregate market value of shares of stock issuable upon vesting of such units. We computed the market value of stock unit awards by multiplying the fair market value of our common stock on December 30, 2022 ($9.62), the last trading day of 2022, by the number of units. In connection with equitable adjustments made to outstanding stock options as a result of special cash distributions paid by us to our stockholders in October and November 2022 of $0.83 per share and $0.68 per share, respectively, the exercise prices of stock options were reduced by such per-share distribution amounts.

2023 Proxy Statement 25


			Option Awards								Stock Awards
Name	Grant Date		Number of Securities Underlying Unexercised Options (#) Exercisable(1)		Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)(2)		Market Value of Shares or Units of Stock That Have Not Vested ($)(3)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3)
Eilif Serck-Hanssen		6/14/17		57,937	—	—		8.79		6/14/27		—		—		—		—
		3/07/18		84,774	—	—		4.87		3/07/28		—		—		—		—
		3/06/19		102,657	—	—		5.80		3/06/29		—		—		—		—
		3/10/20		—	—	—		—		—		—		—		24,567		236,335
		4/02/21		—	—	—		—		—		60,890		585,762		30,444		292,871
		2/18/22		—	—	—		—		—		105,899		1,018,748		70,598		679,153
Richard M. Buskirk		5/14/15		7,232	—	—		8.34		5/14/25		—		—		—		—
		5/02/16		2,803	—	—		8.34		5/02/26		—		—		—		—
		6/14/17		4,028	—	—		8.79		6/14/27		—		—		—		—
		3/07/18		5,825	—	—		4.87		3/07/28		—		—		—		—
		3/06/19		7,729	—	—		5.80		3/06/29		—		—		—		—
		3/10/20		—	—	—		—		—		—		—		1,887		18,153
		4/02/21		—	—	—		—		—		9,074		87,292		4,537		43,646
		2/18/22		—	—	—		—		—		15,782		151,823		10,520		101,202
Marcelo Barbalho Cardoso		3/10/20		—	—	—		—		—		—		—		3,415		32,852
Marcelo Barbalho Cardoso		4/02/21		—	—	—		—		—		6,788		65,301		3,393		32,641
		5/28/21		—	—	—		—		—		5,302		51,005		2,650		25,493
		2/18/22		—	—	—		—		—		20,895		201,010		13,930		134,007
Richard H. Sinkfield III		10/02/13		12,692	—	—		8.34		10/02/23		—		—		—		—
		3/04/15		1,293	—	—		8.34		3/04/25		—		—		—		—
		5/02/16		520	—	—		8.34		5/02/26		—		—		—		—
		6/14/17		1,457	—	—		8.79		6/14/27		—		—		—		—
		3/07/18		4,523	—	—		4.87		3/07/28		—		—		—		—
		3/06/19		5,642	—	—		5.80		3/06/29		—		—		—		—
		3/10/20		—	—	—		—		—		—		—		1,158		14,603
		9/11/20		—	—	—		—		—		—		—		728		7,003
		4/02/21		—	—	—		—		—		7,522		72,362		3,761		36,181
		2/18/22		—	—	—		—		—		13,083		125,858		8,721		83,896
Timothy P. Grace		—		—	—	—		—		—		—		—		—		—

(1)	Represents vested time- and performance-based options. Stock options have not been granted since 2019.

(2)	Represent unvested time-based RSUs and the unvested time-based portion of the 2021 and 2022 PSUs with vesting dates as follows:


	12/31/23		3/15/24		12/31/24		3/15/25
Eilif Serck-Hanssen		65,744		30,445		35,300		35,300
Richard M. Buskirk		9,797		4,537		5,261		5,261
Marcelo Barbalho Cardoso		13,010		6,045		6,965		6,965
Richard H. Sinkfield III		8,122		3,761		4,361		4,361

26 Laureate Education, Inc.

(3)	Calculated based on the $9.62 closing price of our common stock on December 30, 2022, the last trading day of 2022.

(4)	Represents unvested PSUs subject to annual performance targets as follows:



	2022		2023

Eilif Serck-Hanssen		90,310		35,299

Richard M. Buskirk		11,684		5,260

Marcelo Barbalho Cardoso		16,423		6,965

Richard H. Sinkfield III		10,367		4,361

Option Exercises and Stock Vested

The following table includes certain information with respect to stock options exercised during fiscal year 2022 by NEOs and the vesting of RSUs and PSUs held by NEOs during 2022.



	Option Awards				Stock Awards

Executive	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)(1)(2)		Value Realized on Vesting ($)(3)

Eilif Serck-Hanssen		254,776		553,501		173,098		1,860,582

Richard M. Buskirk		—		—		40,199		454,010

Marcelo Barbalho Cardoso		37,779		158,001		29,576		315,562

Richard H. Sinkfield III		—		—		17,899		189,964

Timothy P. Grace		28,990		109,323		73,022		842,984

(1)	Represents PSUs that vested on March 15, 2022, upon certification of the achievement of the applicable 2021 performance goals and RSUs that vested on December 31, 2022.

(2)

In connection with equitable adjustments made to outstanding equity awards as a result of special cash distributions and dividends paid by the Company to stockholders in 2021 and 2022, the following cash dividend equivalent payments were made with respect to PSUs that vested on March 15, 2022 and RSUs that vested on December 31, 2022: Mr. Serck-Hanssen–$1,182,261, Mr. Buskirk–$282,830, Mr. Cardoso–$196,416, and Mr. Sinkfield–$118,415. Mr. Grace received cash dividend equivalent payments of $302,067 made with respect to PSUs that vested on March 15, 2022 as well as the equity acceleration of unvested RSUs and PSUs upon Mr. Grace’s termination of employment on April 8, 2022.

(3)	Calculated by multiplying the number of shares by the closing price of our stock on the last trading day immediately prior to the vesting date.

Potential Payments upon Termination or Change in Control

The narrative description below reflects potential payments to each of our NEOs, other than Mr. Grace, assuming various termination of employment events, including on or following a change in control event, as of December 31, 2022. In the case of Mr. Grace, because his employment terminated before December 31, 2022, we disclose below in this section the actual payments made in connection with the termination of his employment.

Severance Payments

As of December 31, 2022, Mr. Serck-Hanssen was entitled to severance payments under the ESH Amended Agreement during the ESH Protection Period, Messrs. Buskirk and Cardoso were entitled to severance payments under the 2020 Letter Agreements during the Strategic Review Protection Period (together with the ESH Protection Period, the “Protection Periods”), and Mr. Sinkfield was entitled to severance payments under the Executive Severance Plan. In accordance with the terms of the Cardoso Agreement, Mr. Cardoso will have any future severance payment reduced by the amount of the statutory severance he received due to the termination of his employment with our Brazil subsidiary upon the 2021 sale of our Brazil business. For more information on severance arrangements as of, and after, December 31, 2022, see “—Compensation Discussion and Analysis—Severance Pay Arrangements and Retention Bonus Agreements.”

2023 Proxy Statement 27

For all NEOs, any severance payments are conditioned upon the NEOs executing a general release of claims in favor of the Company, which includes standard restrictive covenants, including a two-year covenant not to compete.

Involuntary Termination (other than in connection with a Change in Control or during the Protection Periods). The severance benefit for Mr. Serck-Hanssen under his offer letter and the Executive Severance Plan is equal to one and a half times his (i) annual base salary at the annual rate in effect on the date of termination of employment plus (ii) annual target bonus. For the current NEOs other than Mr. Serck-Hanssen, the severance benefit multiple is one times the annual base salary plus the annual target bonus. Mr. Serck-Hanssen would receive the severance payment in a lump-sum whereas the other NEOs would receive the amount in equal installments over 12 months.

Each NEO subject to a qualifying termination, and his or her eligible dependents, also would be entitled to coverage under the Company’s group medical benefit programs on the same terms as the Company provides to similarly situated executives for up to 18 months (in the case of Mr. Serck-Hanssen) or up to 12 months (in the case of all other NEOs) following a qualifying termination. In addition, each NEO would be entitled to receive outplacement assistance for nine months.

Involuntary Termination Without Cause or Resignation for Good Reason on or following a Change in Control or during the Protection Periods. NEOs are not entitled to cash severance benefits solely upon a “change in control.” However, the cash payments due on an involuntary termination by the Company without “cause” or by the NEO for “good reason” are increased if the termination occurs in connection with a “change in control.” If the “qualifying termination” occurs during the 12-month period on or following a “change in control,” the severance benefit for Mr. Serck-Hanssen is a lump sum equal to two times his annual base salary and annual target bonus. For all other NEOs, the multiple is one and a half times the relevant amount. In addition, the NEO will be entitled to receive an amount equal to the NEO’s annual target bonus for the year during which the termination of NEO was effective, prorated based on the number of days the NEO was employed during that year. All of the NEOs also would be entitled to coverage under the Company’s group medical benefit programs on the same terms the Company provides to similarly situated executives for up to 18 months following a qualifying termination.

Under the terms of the ESH Amended Agreement with respect to Mr. Serck-Hanssen and the terms of the 2020 Letter Agreements with respect to Messrs. Buskirk and Cardoso, in the event that during the applicable Protection Period such NEO is involuntarily terminated by the Company without “cause” or the NEO resigns for “good reason”, the NEO will be entitled to the same severance payments that the NEO would have received under the Executive Severance Plan if the Company were to terminate the NEO’s employment other than for cause or the NEO resigned for good reason following a change of control.

For each of our NEOs, “good reason” generally means the occurrence of any of the following without the NEO’s consent: (i) a material diminution in base salary; (ii) a substantial diminution in authority, duties and responsibilities; or (iii) a relocation by more than 50 miles from the NEO’s principal location in which the NEO is required to perform services; provided, however, that in any event, such event is not cured within the applicable notice period. For Mr. Serck-Hanssen, the definition of “modified good reason” in the ESH Amended Agreement was updated to remove the Change in Duties Trigger.

For each of our NEOs, “cause” generally means (i) gross negligence or willful malfeasance in connection with the performance of his or her duties; (ii) conviction of, or pleading guilty or nolo contendere to, any felony; (iii) theft, embezzlement, fraud or other similar conduct by the executive in connection with the performance of his or her duties; or (iv) a willful and material breach of any other applicable agreements including, without limitation, engaging in any action in breach of any applicable restrictive covenants.

Under the Executive Severance Plan, the NEOs are not entitled to any severance benefits upon a voluntary termination unless the voluntary termination is in connection with a “change in control” and is for “good reason.”

If any payments or benefits provided to an NEO pursuant to the Executive Severance Plan would trigger the payment of the excise tax imposed by Section 4999 of the Internal Revenue Code or any similar tax imposed by state or local law, then the NEO will receive (i) the full payment or (ii) a payment reduced to the minimum amount necessary to avoid any such excise tax, whichever amount is greater on a post-tax basis. In no event is the Company responsible to gross-up or indemnify any NEO for excise taxes paid or reductions to payments and benefits received to avoid such excise taxes.

28 Laureate Education, Inc.

Equity Treatment

Under the equity awards granted to NEOs, the following treatment is generally provided for in the applicable award agreements:

Payments upon Termination Due to Death or Disability. In the event of a termination due to death or disability of an NEO, all unvested RSUs, PSUs or options will be forfeited, except that: (i) any such unvested RSUs or time options that would have vested on the next applicable vesting date subsequent to the death or disability will become vested; and (ii) any unvested performance options or PSUs that would, but for the termination of employment due to death or disability, have vested had the applicable performance goal for the calendar year during which the death or disability occurred been achieved will remain outstanding until the Compensation Committee determines whether the applicable performance goal has been achieved and will become vested if and when the Compensation Committee determines that the applicable performance goal has been achieved or will terminate on the date the Compensation Committee determines that the applicable performance goal has not been achieved, and the balance of the unvested portion of the performance option or PSU will be forfeited. In the event of a termination due to death or disability, vested options may (by the NEO’s beneficiary in the case of death) be exercised only for a period of two years from the termination due to death or disability of the NEO.

Involuntary Termination Without Cause and Voluntary Resignation (other than during the Protection Periods). If an NEO’s employment is terminated by us without cause, or if he or she resigns for any reason, then all unvested RSUs, PSUs and options will be forfeited, except that if an NEO’s qualifying termination occurs subsequent to the end of the fiscal year but prior to the Compensation Committee’s determination regarding whether any annual performance goal has been achieved, any portion of the PSUs which would have been eligible, but for the termination, to vest will remain outstanding until the Compensation Committee determines whether the applicable performance goal has been achieved and will become vested if and when the Compensation Committee determines that the applicable performance goal has been achieved or will terminate on the date on which the Compensation Committee determines that the applicable performance goal has not been achieved, and the balance of the unvested portion of the PSUs will be forfeited. All vested but unexercised options held at the time of termination will be exercisable for a period of 90 days post termination.

Involuntary Termination without Cause and Voluntary Resignation for “Good Reason” during the Protection Periods. Under the terms of the ESH Amended Agreement and the 2020 Letter Agreements, if, during the Protection Periods an NEO’s employment is terminated by us without cause, or if he or she resigns for good reason, then all unvested RSUs, PSUs and options that have not been previously forfeited will be accelerated.

Forfeiture upon Voluntary Resignation and Termination for Cause. If an NEO resigns or is terminated by the Company for cause, he or she will forfeit all unvested and vested equity grants (options to the extent unexercised) at the time of termination.

The table below reflects potential payments to each of our NEOs, other than Mr. Grace, assuming various termination of employment events as of December 31, 2022. For stock valuations, we have assumed that the price per share is the closing price of our common stock as of December 30, 2022, the last trading day of 2022, which was $9.62. The table below excludes any amounts payable to an NEO to the extent that these amounts are available generally to all salaried employees and do not discriminate in favor of our NEOs.

2023 Proxy Statement 29

Potential Payments Upon Termination or Change in Control



Name	Benefit	Without Cause/ Good Reason Termination During Protection Periods			Termination due to Death or Disability		Termination due to Change in Control plus Qualifying Termination

Eilif Serck-Hanssen	Cash Severance(1)	$	3,910,000			—	$	3,910,000

	Benefits(2)	$	82,051			—	$	82,051

	Acceleration of Equity Awards(3)	$	2,812,869		$	868,782	$	2,812,869


	Total	$	6,804,920		$	868,782	$	6,804,920

Richard M. Buskirk	Cash Severance(4)	$	1,200,078			—	$	1,200,078

	Benefits(2)	$	25,000			—	$	25,000

	Acceleration of Equity Awards(3)	$	402,166		$	112,400	$	402,166


	Total	$	1,627,194		$	112,400	$	1,627,194

Marcelo Barbalho Cardoso	Cash Severance(4)(5)	$	761,400			—	$	761,400

	Benefits(2)	$	25,000			—	$	25,000

	Acceleration of Equity Awards(3)	$	542,309		$	157,989	$	542,309


	Total	$	1,328,709		$	157,989	$	1,328,709

Richard H. Sinkfield III	Cash Severance	$	870,072	(6)		—	$	1,305,108	(5)

	Benefits(2)	$	63,034			—	$	82,051

	Acceleration of Equity Awards(3)	$	339,903		$	99,731	$	339,903


	Total	$	1,273,009		$	99,731	$	1,727,062

(1)

Represents a lump sum severance payment equal to two times the NEO’s base salary and target annual bonus. Because the information in this table assumes a termination occurred as of December 31, 2022, excludes the amount of the NEO’s Prorated Annual Target Bonus given that as of such date the NEO would be entitled to the actual earned annual bonus for 2022.

(2)	Includes the estimated cost of outplacement services for nine months and, for Messrs. Serck-Hanssen and Sinkfield, also includes the cost of group medical insurance coverage.

(3)

For termination due to death or disability, amount represents the aggregate fair market value of unvested PSUs outstanding on December 31, 2022 that are subject to 2022 performance goals; there is no acceleration of RSUs as a result of the assumed December 31, 2022 termination date. Additionally, for termination due to death or disability, cash dividend equivalent rights, resulting from equitable adjustments made to outstanding equity awards when special cash distributions and dividends were paid by the Company to stockholders in 2021 and 2022 (“DERs”), become due and payable to each NEO upon such vesting in the following amounts: Mr. Serck-Hanssen—$553,902, Mr. Buskirk—$66,401, Mr. Cardoso—$96,585, and Mr. Sinkfield—$ 61,247.

For termination due to change in control plus qualifying termination, amounts assume that the NEO’s PSU and RSU awards were assumed in the change in control transaction and were accelerated in connection with the NEO’s termination without “cause” or resignation for “good reason.” Additionally, for without cause/good reason termination during Protection Periods and for termination due to change in control plus qualifying termination, cash DERs become due and payable to each NEO upon acceleration of unvested equity awards in the following amounts: Mr. Serck-Hanssen—$1,321,210, Mr. Buskirk—$180,748, Mr. Cardoso—$248,673, and Mr. Sinkfield—$156,038.

(4)

Represents a lump sum severance payment equal to one and a half times the NEO’s base salary and target annual bonus. Because the information in this table assumes a termination occurred as of December 31, 2022, excludes the amount of the NEO’s annual target bonus, prorated for the number of days he was employed in the year, given that as of such date the NEO would be entitled the actual earned annual bonus for 2022.

(5)	Pursuant to the Cardoso Agreement, Mr. Cardoso’s severance payment was reduced by the amount of the statutory severance he received due to the termination of his employment with our Brazil subsidiary in May 2021.

(6)

Represents a severance payment equal to one times the NEO’s base salary and target annual bonus, to be paid in equal installments over a 12-month period following the date of termination according to the Company’s regular payroll schedule. Because the information in this table assumes a termination occurred as of December 31, 2022, excludes the amount of the NEO’s Prorated Annual Target Bonus given that as of such date the NEO would be entitled to the actual earned annual bonus for 2022.

In connection with Mr. Grace’s termination of employment on April 8, 2022, Mr. Grace received severance benefits in the amount of $1,509,896 under the terms of his 2020 Letter Agreement as follows: cash payments of severance—$1,350,000, pro-rated 2022 annual bonus—$107,400 and accrued vacation—$11,223; and company paid health insurance benefits—$17,278 and outplacement services—$23,995. Additionally, in accordance with the terms of Mr. Grace’s 2020 Letter Agreement, Mr. Grace’s unvested equity awards as of his termination date were accelerated, which had a fair market value of $695,817, and Mr. Grace received the applicable cash DER payment of $203,504.

30 Laureate Education, Inc.

CEO Pay Ratio

As required by SEC rules, the following information is being presented about the ratio of compensation provided to Mr. Serck-Hanssen, our President and CEO, to the annual total compensation of our median compensated employee. For 2022, the median compensated employee’s annual total compensation was $6,601; the annual total compensation of our CEO was $4,976,832; and, based on this information, the ratio of the annual total compensation of our CEO to the median compensated employee is estimated to be 754 to 1.

To identify our median-paid employee from our total global workforce, we used the following methodology, material assumptions, adjustments and estimates:

•

We used annual target total cash compensation, which includes base salary, including any additional allowances based on regional practice, and bonus target amount, as our consistently applied compensation measure.

•

We determined our median employee as of December 26, 2022. As of such date, our total global workforce was approximately 26,450 employees, comprised of 45 U.S. employees and 26,405 non-U.S. employees.

•

We selected the median compensated employee based on full-time and part-time employees, including adjunct faculty along with temporary, expatriate, student and paid intern workers who were employed as of December 26, 2022. We excluded any person in our payroll systems who received no compensation for services rendered in 2022. In addition, we did not include external contractors, fixed-term contractors or independent consultants in our determination, nor did we apply any cost-of-living adjustments as part of the calculation.

•

For employees who were hired in 2022 but did not work the complete year, we annualized their target total cash compensation, but did not make any full-time equivalent adjustments.

The SEC’s rules for identifying the median compensated employee and calculating the pay ratio allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above. In particular, almost all of our workforce is located outside the U.S. and often paid lower rates of compensation compared to our U.S. employees. For example, the employee population used for our median compensated employee calculation for 2022 was comprised of approximately 99.8% of employees based outside the U.S. Further, approximately 47% of our employee population as of year-end 2022 consisted of adjunct faculty, who are paid only for the assignments accepted during the academic year. These factors have a negative impact of lowering the median and thereby increasing the ratio.

2023 Proxy Statement 31

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank

Wall

Street Reform and

Consumer

Protection Act, and Item 402(v) of Regulation

S-K,

we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of the Company. “Compensation actually paid” is calculated pursuant to SEC rules but does not represent amounts that have been actually earned or realized by our NEOs. For further information concerning the Company’s

pay-for-performance

philosophy and how the Company aligns executive compensation with the Company’s performance, see “Executive Compensation — Compensation Discussion and Analysis.”


Year (1)	Summary Compensation Table Total for PEO($)(2)	Compensation Actually Paid to PEO($)(3)	Average Summary Compensation Table Total for Non-PEO NEOs($)(2)	Average Compensation Actually Paid to Non-PEO NEOs($)(3)		Value of Initial Fixed $100 Investment Based On:(4)			Net Income (millions)($)(6)	Adjusted EBITDA Margin (%)(7)
Year (1)	Summary Compensation Table Total for PEO($)(2)	Compensation Actually Paid to PEO($)(3)		Average Compensation Actually Paid to Non-PEO NEOs($)(3)	Total Shareholder Return($)		Peer Group Total Shareholder Return($)(5)		Net Income (millions)($)(6)	Adjusted EBITDA Margin (%)(7)

2022	4,976,832	3,994,970	1,703,975	1,582,065		111.41		57.27	69.0	27.3

2021	7,318,937	6,650,959	1,793,888	1,444,527		123.61		54.06	203.8	23.3

2020	5,316,862	4,246,567	1,621,301	1,290,355		82.68		72.18	(618.7)	20.1

(1)

The Principal Executive Officer (“PEO”) in all years presented was Eilif Serck-Hanssen. In 2022, the

non-PEO

NEOs were Richard Buskirk, Marcelo Barbalho Cardoso, Richard Sinkfield and Timothy Grace. In 2021, the

non-PEO

NEOs were Richard Buskirk, Marcelo Barbalho Cardoso, Timothy Grace, Richard Sinkfield and Jean-Jacques Charhon. In 2020, the

non-PEO

NEOs were Jean-Jacques Charhon, Timothy Grace, Richard Sinkfield and Paula Singer.

(2)	Amounts reported in these columns represent, for the applicable year, (i) the total compensation reported in the Summary Compensation Table for the PEO and (ii) the average of the total compensation reported in the Summary Compensation Table for the non-PEO NEOs.

(3)

The reconciliation below sets forth adjustments made to the total compensation reported in Summ

ary

Compensation Table for the PEO and the average total compensation reported in Summary Compensation Table for the

non-PEO

NEOs to arrive at “compensation actually paid,” as determined in accordance with SEC rules and computed in accordance with the fair value methodology reflected in our financial statements for share-based compensation. NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below. Additionally, the value of dividends or other earnings paid on equity awards are not included as such amounts are reflected in the fair value of awards and are only paid upon vesting.


Year	NEOs	Summary Compensa- tion Table Total ($)		Fair Value of Stock Awards as Reported in SCT ($)			Year-End Fair Value of Awards Granted in Current Year that Remain Outstanding and Unvested as of Year End ($)		Change in Fair Value of Awards Granted in Prior Years that Remain Outstanding and Unvested as of Year End ($)			Fair Value of Awards Granted and Vested in the Year ($)		Change in Fair Value of Awards Granted in Prior Years that Vested in the Year ($)			Fair Value at Year End of Awards Granted in Prior Years that Failed to Meet Vesting Conditions in the Year ($)			Compensation Actually Paid ($)
2022	PEO Non-PEO NEOs		4,976,832 1,703,975		(2,550,024 (399,548	) )		1,697,901 199,449		(303,661 (33,127	) )		339,576 134,991		(165,654 (23,675	) )		— —			3,994,970 1,582,065
2021	PEO Non-PEO NEOs		7,318,937 1,793,888		(2,550,017 (322,321	) )		1,863,197 233,999		(235,429 (30,566	) )		368,677 46,299		(114,406 (10,141	) )		— (266,631	)		6,650,959 1,444,527
2020	PEO Non-PEO NEOs		5,316,862 1,621,301		(2,550,020 (643,640	) )		1,788,463 454,491		(306,222 (63,284	) )		362,103 92,015		(364,619 (53,121	) )		— (117,407	)		4,246,567 1,290,355

(4)	Represents the value of a hypothetical $100 investment beginning at market close on December 31, 2019, assuming reinvestment of dividends.

(5)

The peer group used for this purpose, as used in our performance graph pursuant to Item 201(e) of Regulation

S-K

contained in our Annual Report on Form

10-K,

consists of Adtalem Global Education, Inc. (ATGE), Anima Holdings S.A. (ANIM3), Cogna Educação S.A. (COGN3), Grand Canyon Education, Inc. (LOPE), Strategic Education, Inc. (STRA) and YDUQS Participacoes S.A. (YDUQ3).

(6)	Reflects the dollar amount of net income reported in our audited financial statements for the applicable year.

(7)

Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue. Adjusted EBITDA, a

non-GAAP

financial measure, is defined as income (loss) from continuing operations, before equity in net (income) loss of affiliates, net of tax, income tax expense (benefit), (gain) loss on sale or disposal of subsidiaries, net, foreign currency exchange (gain) loss, net, other (income) expense, net, loss (gain) on derivatives, loss on debt extinguishment, interest expense and interest income, plus depreciation and amortization, share-based compensation expense, loss on impairment of assets and expenses related to our

Excellence-in-Process

enterprise wide initiative, completed as of December 31, 2021 except for certain expenses related to run out of programs that began in prior periods.

Laureate Education, Inc.

Table of Contents

Below are graphs showing the relationship between compensation actually paid (“CAP”) to our PEO and the average of the compensation actually paid to

non-PEO

NEOs in 2020, 2021 and 2022 and (1) total shareholder return (“TSR”) of the Company, (2) our net income and (3) our Adjusted EBITDA margin. In addition, the first graph below compares our TSR and peer group TSR for the indicated

years.

2023 Proxy Statement

Table of Contents

The

following financial and

non-financial

performance measures represent the most important performance measures used to link CAP to our NEOs for 2022 and company performance. The measures in this list are not ranked.

•

Adjusted EBITDA Margin

•

Adjusted Financing EBITDA

•

Revenue

•

Unlevered Free Cash Flow

•

New Enrollment

•

Total Enrollment

Please see “Executive Compensation – Compensation Discussion and Analysis” for more information on these measures and how they are taken into account in determining compensation for each of our NEOs.

Stock Ownership Guidelines

Our Stock Ownership Guidelines apply to our

non-employee,

independent directors and executive officers, but not to our

non-employee,

designated directors. Under the Stock Ownership Guidelines, each covered director is expected to own a number of shares equal to or greater than five times the cash portion of the annual board retainer (currently $75,000). There is no required time within which the covered director must attain the applicable stock ownership level. Until a covered director complies with the Stock Ownership Guidelines, the covered director is expected to retain 75% of net profit shares from each award on exercise, vesting or

earn-out.

2022 Director Compensation

The below table provides information on 2022 compensation for each current and former

non-employee

director for his or her 2022 Board and committee service. Our President and CEO, Mr. Serck-Hanssen, is not entitled to separate compensation for his service on our Board of Directors. Mr. de Macedo served as the independent chairman of the board of directors of one of our universities, Universidad Peruana de Ciencias Aplicadas (UPC), for which he received cash compensation of approximately $10,000 in 2022.



Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		Total ($)

Andrew B. Cohen(2)		106,759		118,750		225,509

Pedro del Corro		113,750		118,750		232,500

Kenneth W. Freeman		217,045		181,250		398,295

Barbara Mair(3)		60,165		75,207		135,372

George Muñoz		128,750		118,750		247,500

Judith Rodin		133,750		118,750		252,500

Eilif Serck-Hanssen		—		—		—

Ian K. Snow(4)		101,250		118,750		220,000

Former Directors

Brian F. Carroll(5)		95,832		—		95,832

William L. Cornog(6)		108,152		118,750		226,902

Michael J. Durham(5)		98,840		—		98,840

(1)

10-K

for the year ended December 31, 2022. For all

non-employee

directors other than Mr. Freeman and Ms. Mair, reflects a grant on May 25, 2022 of 2,174 shares of common stock and 7,003 RSUs as part of the 2022 annual Board retainer for

non-employee

director service. For Mr. Freeman, reflects a grant on May 25, 2022 of 3,623 shares of common stock and 10,384 RSUs as part of the 2022 annual Board and Chairman retainers for

non-employee

director service. For Ms. Mair, reflects a grant on May 25, 2022 of 5,812 RSUs as part of the 2022 annual Board retainer for

non-employee

director service, prorated for her election to the Board on such grant date. The RSUs vested ratably in three installments at the end of the second, third and fourth quarters of 2022, subject to serving on the Board on the vesting date.

In addition, in connection with equitable adjustments made to outstanding equity awards as a result of a special cash distribution and a special cash dividend paid by the Company to stockholders in October and November 2022 of $0.83 per share and $0.58 per share, respectively, the following cash dividend equivalent payments were made with respect to RSUs unvested as of the applicable record date: $5,651 for all

non-employee

directors except for Mr. Freeman, who received a cash dividend equivalent payment of $7,912, and except for Mr. Cornog, who received a cash dividend equivalent payment of $2,004 as a result of his resignation from the Board effective November 22, 2022.

(2)	Mr. Cohen was required by prior agreement with CPV Holdings, LLC to have the cash portion of his director’s fees paid to such entity.

2023 Proxy Statement

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

The following table sets forth the number and percentage of outstanding shares of our common stock beneficially owned as of March 27, 2023, by (1) each person known to us to beneficially own more than five percent of our common stock; (2) each of our current directors and nominees; (3) each of our NEOs; and (4) all of our current directors and executive officers as a group. The address of each beneficial owner listed in the table unless otherwise noted is c/o Laureate Education, Inc., PMB 1158, 1000 Brickell Ave, Suite 715, Miami, Florida 33131.

We have determined beneficial ownership in accordance with the rules of the SEC. Under such rules, beneficial ownership includes any shares of common stock as to which the entity or individual has sole or shared voting or investment power and also any shares that the entity or individual has the right to acquire within 60 days after March 27, 2023 through the exercise of any stock options. There are no PSUs or RSUs scheduled to vest within the next 60 days. We deemed such shares outstanding for the purpose of computing the percentage ownership of such holder, but did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, each person has sole voting and investment power (or shares such powers with his or her spouse) with respect to the shares set forth in the following table.



Name of Beneficial Owner	Shares Beneficially Owned		Percent of Class(1)

5% Stockholders:

Wengen Alberta, Limited Partnership(2)		20,855,584		13.3%

The Vanguard Group(3)		14,046,504		8.9%

BlackRock, Inc.(4)		13,238,275		8.4%

FMR LLC(5)		12,107,954		7.7%

Directors and Named Executive Officers:

Andrew B. Cohen		30,599		*

Pedro del Corro(6)		90,177		*

Aristides de Macedo(7)		—		—

Kenneth W. Freeman		72,285		*

Barbara Mair		5,812		—

George Muñoz		101,858		*

Dr. Judith Rodin		71,369		*

Ian K. Snow(8)		2,104,757		1.3%

Eilif Serck-Hanssen(9)		741,514		*

Richard M. Buskirk(10)		84,614		*

Marcelo Barbalho Cardoso(11)		103,386		*

Richard H. Sinkfield III(12)		55,360		*

Timothy P. Grace(13)		90,773		*

All Current Directors and Executive Officers as a Group (11 persons)(14)		3,461,731		2.2%

*	Less than one percent.

(1)	The percentage ownership is based on 157,169,764 shares of our common stock outstanding at March 27, 2023.

(2)

Represents shares of common stock that are directly held by Wengen. The limited partnership interests in Wengen are held by certain investors including investment funds and other investors affiliated with or managed by, among others, CPV Partners, LLC (together with its affiliates, including CPV Holdings, LLC, “CPV”), Snow Phipps Group, LLC (together with its affiliates, “Snow Phipps”), Sterling Laureate, LP and certain investment vehicles on behalf of persons that are not affiliated with CPV or Snow Phipps (collectively, the “Wengen Investors”). The general partner of Wengen is Wengen Investments Limited, which is governed by a board of directors that includes representatives of CPV and Snow Phipps. As a result of such representation, the Wengen Investors control the voting of the shares of common stock held by Wengen in the election of certain directors and may be deemed to share beneficial ownership over the securities beneficially owned by Wengen.

2023 Proxy Statement 37

CPV has investment management authority over an investment fund that holds, directly and indirectly, limited partnership interests in Wengen which collectively relate to approximately 12,796,782 underlying shares of common stock held by Wengen. CPV may also be deemed to have voting and investment power over such portion of the common stock owned by Wengen as a result of its ability to direct Wengen with respect to certain voting and disposition of such securities. CPV also beneficially owns 3,215,056 shares of common stock, including 15,864 shares of common stock that were issued pursuant to the Company’s non-employee director compensation program. Steven A. Cohen is the senior managing member of CPV. In such capacity, Steven A. Cohen may also be deemed to be the beneficial owner having shared voting power and shared investment power with respect to the securities as described above. In the aggregate, and including shares held by Wengen as disclosed in this footnote (3) above, CPV and Steven A. Cohen may be deemed to beneficially own 24,070,640 shares of common stock, which represents, in the aggregate, approximately 15.3% of the outstanding shares of the common stock, calculated pursuant to the rules of the SEC. The address of CPV is 55 Hudson Yards, New York, New York 10001. The address of Steven A. Cohen is 72 Cummings Point Road, Stamford, Connecticut 06902.

Snow Phipps Group, L.P., SPG Co-Investment, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., and Snow Phipps Group (RPV), L.P. hold limited partnership interests in Wengen which relate to approximately 2,584,865, 13,986, 24,832, 83,547, and 134,604 underlying shares of common stock held by Wengen, respectively, for an aggregate of 2,841,834 shares, and may also be deemed to have voting and investment power over such portion of the common stock owned by Wengen as a result of their ability to direct Wengen with respect to certain voting and disposition of such securities. Snow Phipps Group, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., Snow Phipps Group (RPV), L.P. and SPG Co Investment L.P. also beneficially own, in aggregate among them, 2,087,778 shares of common stock, which shares are included above in the table for Ian K. Snow. SPG GP, LLC is the general partner of Snow Phipps Group (Offshore), L.P., Snow Phipps Group (B), L.P., Snow Phipps Group, L.P., Snow Phipps Group (RPV), L.P., and SPG Co-Investment, L.P. Ian Snow is the sole managing member of SGP GP, LLC. In such capacities, each of the entities and the individual referenced in this paragraph may also be deemed to be the beneficial owners having shared voting power and shared investment power with respect to the securities as described above. The address of each of the persons and entities listed in this paragraph is 667 Madison Avenue, 10th Floor, New York, New York, 10065.

As described further in “Certain Relationships and Related Party Transactions, and Director Independence,” Wengen and all current and former investors in Wengen who have an employee or representative serving on the board of directors of Wengen Investments Limited, Wengen’s general partner, or our Board of Directors must vote their shares of common stock in favor of director nominees designated by CPV.

(3)

Based solely on information reported by The Vanguard Group on Schedule 13G filed with the SEC on February 9, 2023. According to this Schedule 13G, The Vanguard Group has shared voting power with respect to 100,029 shares of common stock, sole dispositive power with respect to 13,812,206 shares of common stock, shared dispositive power with respect to 234,298 shares of common stock and sole voting power and shared dispositive power with respect to no shares of common stock. The reporting person listed its address as 100 Vanguard Blvd., Malvern, PA 19355.

(4)

Based solely on information reported by BlackRock, Inc. on Schedule 13G filed with the SEC on February 7, 2023. According to this Schedule 13G, BlackRock, Inc has sole voting power with respect to 12,460,397 shares of common stock, sole dispositive power with respect to 13,238,275 shares of common stock, and shared voting power and shared dispositive power with respect to no shares of common stock. The reporting person listed its address as 55 East 52nd Street, New York, NY 10055.

(5)

Based solely on information reported by FMR LLC on Amendment No. 6 to Schedule 13G filed with the SEC on February 9, 2023. According to this Amendment to Schedule 13G, FMR LLC has sole voting power with respect to 12,106,848 shares of common stock, sole dispositive power with respect to 12,107,954 shares of common stock, and shared voting power and shared dispositive power with respect to no shares of common stock. The reporting person listed its address as 245 Summer Street, Boston, Massachusetts 02210.

(6)

Includes 5,957 shares of common stock owned by Mr. del Corro’s spouse. Also includes limited partnership interests in Wengen held, directly and indirectly, by Mr. del Corro which relate to approximately 47,662 underlying shares of common stock held by Wengen, over which he may be deemed to have voting and investment power as a result of his ability to direct Wengen with respect to certain voting and disposition of such securities.

(7)	Mr. de Macedo is a new nominee for election to the Board of Directors at the 2023 Annual Meeting.

(8)

Includes 3,837 shares of common stock held by Snow Phipps. Includes 1,882,936, 7,568, 18,088, 60,859 and 98,051 shares of common stock owned by Snow Phipps Group, L.P., SPG Co Investment, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., and Snow Phipps Group (RPV), L.P., respectively. Also includes 33,418 shares of common stock that were issued pursuant to the Company’s non-employee director compensation program to Mr. Snow. Mr. Snow disclaims beneficial ownership of the shares held, directly or indirectly, by Snow Phipps. Does not include the common stock held of record by Wengen. See footnote (2) above for further information on any beneficial ownership of securities indirectly held through Wengen.

(9)

Includes shares issuable upon the exercise of vested options to purchase an aggregate of 245,368 shares of common stock that are exercisable as of or within 60 days of the date of the above table. Does not include, in the aggregate, 246,676 RSUs and portion of PSUs subject to time-based vesting reported as common stock beneficially owned in column 5 of Table I of Mr. Serck-Hanssen’s Form 4 filed on March 17, 2023.

(10)

Includes shares issuable upon the exercise of vested options to purchase an aggregate of 27,617 shares of common stock that are exercisable as of or within 60 days of the date of the above table. Does not include, in the aggregate, 53,053 RSUs and the portion of PSUs subject to time-based vesting reported as common stock beneficially owned in column 5 of Table I of Mr. Buskirk’s Form 4 filed on March 17, 2023.

38 Laureate Education, Inc.

Certain Relationships and Related Party Transactions, and Director Independence

Wengen Securityholders Agreement and Registration Rights Agreement

In connection with the completion of our initial public offering in 2017, we entered into (i) the Wengen Securityholders Agreement and (ii) an amended and restated registration rights agreement (the “Registration Rights Agreement”) among Wengen, Wengen Investments Limited, the Company and the other parties thereto.

Wengen Securityholders Agreement. Under the Wengen Securityholders Agreement, CPV is entitled to designate one of our directors so long as it owns at least 5,357,143 shares held through or acquired from Wengen. Mr. Cohen currently serves as the CPV-designated director. In the event that CPV ceases to own the minimum number of shares set forth in the agreement, then CPV’s director designee shall offer his or her resignation and CPV shall no longer be entitled to designate a director to our Board of Directors. The Wengen Securityholders’ Agreement does not terminate upon the dissolution of Wengen. Until November 22, 2022, KKR was entitled to designate one of our directors pursuant to the Wengen Securityholders Agreement. Upon the sale of all of KKR’s shares of common stock of Laureate pursuant to an underwritten secondary offering completed on November 22, 2022, KKR’s designation rights terminated and, accordingly, William K. Cornog, KKR’s director designee, resigned from the Board.

The October 28, 2021 amendment to the Wengen Securityholders Agreement provides, among other matters, that:

•

For so long as CPV holds at least 8,035,713 shares of Company common stock, CPV will have the right to nominate one additional director, who may be removed or replaced at any time without cause by CPV. In the event that CPV ceases to be the beneficial owner of at least 8,035,713 shares of Company common stock, then the additional director must offer his resignation as a director to the Company’s Board of Directors, and CPV thereafter will no longer be entitled to designate an additional director. Mr. Snow serves as the additional CPV-designated director.

•

Wengen and all current and former investors in Wengen who have an employee or representative serving on the board of directors of Wengen Investments Limited, Wengen’s general partner, or our Board of Directors must vote their shares of common stock in favor of director nominees designated by CPV.

•

Irrespective of CPV’s actual holdings, the existing Company director designation rights of CPV and the right to designate an additional director will expire on December 31, 2024.

•

Wengen and the Wengen investors will be responsible for the payment of any taxes and any related fees, costs and expenses attributable to a direct or indirect transfer of Company common stock. Furthermore, Wengen and the Wengen investors will, at the time of any such transfer, pay to, or as directed by, the Company or Wengen (and the Company and Wengen have the right to withhold from any amounts distributable to Wengen or the Wengen investors) the amount of any taxes payable in Peru with respect to such transfer and any related costs, fees and expenses incurred by the Company, any of the Company’s subsidiaries or Wengen. Wengen will pay any amounts it so receives from the Wengen investors to the Company, and the Company will use such amounts to pay any taxes payable in Peru and its related costs, fees and expenses.

See “Proposal 1: Election of Directors—Corporate Governance—Directors Designated by Certain of the Wengen Investors under the Wengen Securityholders Agreement” for additional information.

Registration Rights Agreement. Pursuant to the Wengen Registration Rights Agreement, certain registration rights were granted to Wengen and investment funds and other investors affiliated with or managed by, among others, Douglas L. Becker, our former Chairman and founder, Steven M. Taslitz, a former director of the Company, KKR, CPV, Snow Phipps and Sterling Fund Management, LLC (together with its affiliates and investment funds managed by it, “Sterling Partners” and, collectively, the “Wengen Investors”). Pursuant to the Registration Rights Agreement, the Wengen Investors were granted the right, beginning 180 days following the completion of our initial public offering, to cause us, at our expense, to use our reasonable best efforts to register

40 Laureate Education, Inc.

certain shares of common stock held by the Wengen Investors and any securities issued in replacement of or in exchange for such shares of common stock for public resale, subject to certain limitations as set forth in the Registration Rights Agreement. The exercise of this “demand” right is limited to ten requests in the aggregate. In the event that we register any of our common stock, the Wengen Investors and management (pursuant to a provision in the Management Stockholder’s Agreements, as defined below) have a “piggyback right” which allows them to require us to use our reasonable best efforts to include shares of our common stock held by them in such registration, subject to certain limitations. The Registration Rights Agreement also provides for our indemnification of the Wengen Investors and management in connection with the registration of their securities. Pursuant to demand rights exercised under the Registration Rights Agreement, KKR sold all of its shares of Common Stock of the Company in an underwritten secondary offering completed on November 22, 2022. In connection therewith, the Company repurchased approximately 8.0 million shares of its common stock for an aggregate purchase price of approximately $75 million.

Management Stockholder’s Agreements

Each of the stockholders of Laureate who is an employee or director or former employee or director of Laureate (each a “Management Stockholder”) and who received an equity grant prior to Laureate’s initial public offering in 2017 has entered into a stockholder’s agreement (each, a “Management Stockholder’s Agreement”) with Laureate and Wengen that gives Wengen a proxy to vote such holder’s shares of Laureate’s common stock. In addition, each Management Stockholder’s Agreement also imposes certain restrictive covenants on such Management Stockholders, including nondisclosure, noncompetition and nonsolicitation covenants. The Management Stockholder’s Agreements also grant each Management Stockholder certain piggyback registration rights in any registered sale of our common stock by Wengen or the Wengen Investors, subject to customary underwriters’ restrictions, including pro rata reduction and execution of customary custody and lockup agreements. The piggyback registration rights provided in the Management Stockholder’s Agreements expire upon a change in control of Laureate. The registration rights also provide for our indemnification of the Management Stockholders and their affiliates in connection with the “piggyback” registration of their securities.

Conflicts of Interest Policy

The Audit and Risk Committee reviews all relationships and transactions in which Laureate and our directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest in any particular transaction. The Company’s legal staff is primarily responsible for the development and implementation of processes and controls to obtain information from the directors and executive officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether Laureate or a related person has a direct or indirect material interest in the transaction. The Audit and Risk Committee of the Board of Directors reviews and approves or ratifies any related person transaction that meets this standard. In the course of the Audit and Risk Committee’s review and approval or ratification of a disclosable related person transaction, the committee considers:

•

the nature of the related person’s interest in the transaction;

•

the material terms of the transaction, including the amount and type of transaction;

•

the importance of the transaction to the related person;

•

the importance of the transaction to Laureate;

•

whether the transaction would impair the judgment of a director or executive officer to act in the best interest of Laureate; and

•

any other matters the committee deems appropriate.

Any member of the Audit and Risk Committee who is a related person with respect to a transaction under review may not participate in the deliberations or vote respecting approval or ratification of the transaction, provided that such director may be counted in determining the presence of a quorum at a meeting of the committee that considers the transaction.

2023 Proxy Statement 41

Proposal 2:

Non-Binding Advisory Vote on Executive Compensation (“Say-on-Pay”)

Background

The Dodd-Frank Wall Street Reform and Consumer Protection Act, or the “Dodd-Frank Act”, requires that our stockholders have the opportunity to cast an advisory (non-binding) vote on executive compensation, commonly referred to as a “Say-on-Pay” vote.

The advisory vote on executive compensation is a non-binding vote on the compensation of our NEOs as described in the Compensation Discussion and Analysis section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure, set forth in this Proxy Statement. The Compensation Discussion and Analysis section starts on page 11 of this Proxy Statement. Please read the Compensation Discussion and Analysis section, which provides a detailed discussion of our executive compensation program and compensation philosophy, including information about the 2022 compensation of our NEOs. This advisory vote on executive compensation is not a vote on our general compensation policies, the compensation of our Board of Directors, or our compensation policies as they relate to risk management.

The vote solicited by this Proposal 2 is advisory and therefore is not binding on Laureate, our Board of Directors or our Compensation Committee. The outcome of the vote will not require Laureate, our Board of Directors or our Compensation Committee to take any action and will not be construed as overruling any decision by Laureate, our Board of Directors or our Compensation Committee. Furthermore, because this non-binding, advisory resolution primarily relates to the compensation of our NEOs that has already been paid or contractually committed, there is generally no opportunity for us to revisit these decisions. However, our Board of Directors, including our Compensation Committee, values the opinions of our stockholders and, to the extent that there is any significant vote against the executive officer compensation as disclosed in this Proxy Statement, we will consider our stockholders’ concerns and evaluate what actions, if any, may be appropriate to address those concerns. Stockholders will be asked at the 2023 Annual Meeting to approve the following resolution pursuant to this Proposal 2:

“RESOLVED, that the compensation paid to the named executive officers of Laureate Education, Inc., as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion included in our 2023 proxy statement, is hereby APPROVED.”

Recommendation of our Board of Directors

Our Board of Directors recommends that you vote “FOR” the approval of the executive compensation as disclosed in this Proxy Statement and as described in this “Proposal 2: Non-Binding Advisory Vote on Executive Compensation.”

If no vote indication is made on the accompanying proxy card or vote instruction form prior to the start of the 2023 Annual Meeting webcast, each such proxy will be deemed to grant authority to vote “FOR” the approval of the executive compensation as disclosed in this Proxy Statement and as described in this “Proposal 2: Non-Binding Advisory Vote on Executive Compensation.”

42 Laureate Education, Inc.

Proposal 3:

For Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm

The Audit and Risk Committee of our Board of Directors, which is solely responsible for selecting our independent registered public accounting firm, selected PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. Although stockholder approval is not required to appoint PricewaterhouseCoopers LLP as our independent registered public accounting firm, we believe that submitting the appointment of PricewaterhouseCoopers LLP to our stockholders for ratification is a matter of good corporate governance. If our stockholders do not ratify the appointment, then the appointment may be reconsidered by the Audit and Risk Committee. Even if the appointment is ratified, the Audit and Risk Committee may engage a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interest of our Company and our stockholders.

We expect that representatives of PricewaterhouseCoopers LLP will be present at the annual meeting, have the opportunity to make a statement if they desire to do so and be available to answer stockholders’ questions.

Assuming that a quorum is present, the affirmative vote of the holders of a majority in voting power of the shares of common stock that are present in person via attendance at the virtual meeting or by proxy and entitled or required to vote on Proposal 3 will be necessary to ratify the appointment of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2023. Because Proposal 3 is a routine matter, there will be no broker non-votes (and brokerage firms may vote in their discretion on this matter on behalf of beneficial owners who have not furnished voting instructions before the date of the 2023 Annual Meeting), but abstentions will have the effect of a vote against Proposal 3.

Recommendation of our Board of Directors

Our Board of Directors recommends that stockholders vote “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as Laureate’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

If no vote indication is made on the accompanying proxy card or vote instruction form prior to the start of the 2023 Annual Meeting, each such proxy will be deemed to grant authority to vote “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as Laureate’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

In the event that the stockholders fail to ratify the appointment, the Audit and Risk Committee will consider it a direction to select other auditors for the subsequent year. Even if the appointment is ratified, the Audit and Risk Committee, in its discretion, may select a new independent registered public accounting firm at any time during the year if it believes that such a change would be in the best interest of Laureate and its stockholders.

2023 Proxy Statement 43

Audit and Risk Committee Matters

Audit and Risk Committee Report

Under the guidance of a written charter adopted by the Board of Directors, the purpose of the Audit and Risk Committee is to oversee the accounting and financial reporting processes of Laureate and audits of its financial statements. The responsibilities of the Audit and Risk Committee include appointing and providing for the compensation of Laureate’s independent registered public accounting firm and approving the audit and non-audit services to be provided by the independent registered public accounting firm. Each of the members of the Audit and Risk Committee meets the independence requirements of Nasdaq and SEC rules.

Management has primary responsibility for the system of internal controls and the financial reporting process. PricewaterhouseCoopers LLP, Laureate’s independent registered public accounting firm, has the responsibility to express an opinion on the financial statements based on an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (the “PCAOB”).

In this context and in connection with the audited financial statements contained in Laureate’s Annual Report on Form 10-K, the Audit and Risk Committee has reviewed and discussed the audited financial statements as of and for the fiscal year ended December 31, 2022 with Laureate’s management and PricewaterhouseCoopers LLP. The Audit and Risk Committee has met with Laureate’s internal auditors and with its external auditors, separately and together, with and without management present, to discuss Laureate’s financial reporting processes and internal controls over financial reporting. The Audit and Risk Committee has received and reviewed the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the PCAOB regarding the auditors’ communications with the Audit and Risk Committee concerning independence, discussed with the auditors their independence, and concluded that the non-audit services performed by PricewaterhouseCoopers LLP are compatible with maintaining their independence. The Audit and Risk Committee also has discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the PCAOB and the SEC.

Based on the foregoing reviews and discussions, the Audit and Risk Committee recommended to the Board of Directors that the audited financial statements be included in Laureate’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for filing with the SEC. We have selected PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 and have approved submitting the selection of the independent registered public accounting firm for ratification by the stockholders.

AUDIT AND RISK COMMITTEE

George Muñoz, Chair

Kenneth W. Freeman

Barbara Mair

44 Laureate Education, Inc.

Audit Fees and All Other Fees

The following table shows the fees for audit and other services provided by PricewaterhouseCoopers LLP for 2022 and 2021:



(in millions)	2022		2021

Audit Fees(1)	$	3.73	$	5.9

Audit-Related Fees(2)		0.55		0.3

Tax Fees(3)		0.01		0.1

All Other Fees(4)		0.28		0.04


Total	$	4.57	$	6.34

(1)	Consists of fees related to the audit of our annual consolidated financial statements and statutory audits required domestically and internationally, the review of our quarterly consolidated financial statements, and other accounting and financial reporting consultation.

(2)

Consists of fees for audit-related services that are reasonably related to the performance of the audit or review of our consolidated financial statements. Audit-related fees primarily include fees related to transaction-related consultations, comfort letters, consents, and assistance with and review of documents filed with the SEC and attest services that are not required by statute or regulation.

(3)	Consists of fees for tax compliance.

(4)	Consists of fees for services that are not included in the above categories.

Audit and Risk Committee Pre-approval of Service of Independent Registered Public Accounting Firm

Our Audit and Risk Committee pre-approves all audit and non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services, and other services. Our Audit and Risk Committee annually reviews and pre-approves services that may be provided by the independent registered public accounting firm for each audit year. The pre-approval is detailed as to the particular service or category of services and is subject to a specific budget. Once pre-approved, the services and pre-approved amounts are monitored against actual charges incurred and modified if appropriate. The Chair of the Committee has the authority to pre-approve such services between meetings of our Audit and Risk Committee and reports such pre-approvals to our Audit and Risk Committee at the next regularly scheduled meeting.

During 2022, all audit and non-audit services provided by PricewaterhouseCoopers LLP were pre-approved by our Audit and Risk Committee or, consistent with the pre-approval policy of our Audit and Risk Committee, by the Chair of our Audit and Risk Committee for inter-meeting pre-approvals.

2023 Proxy Statement 45

Other Information

Questions and Answers about the 2023 Annual Meeting

Q:	Why did I receive these materials?

We are making this Proxy Statement available to you on or around April 14, 2023 because the Board of Directors is soliciting your proxy to vote at the 2023 Annual Meeting to be held on Wednesday, May 24, 2023, at 10:00 a.m., Eastern Daylight Time, via a virtual meeting that will be webcast live and accessed at www.virtualshareholdermeeting.com/LAUR2023, or at any adjournments thereof. The information provided in this Proxy Statement is for your use in deciding how to vote on the proposals describe.

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

You can attend and vote at the 2023 Annual Meeting webcast if, as of the close of business on March 27, 2023, the record date for the 2023 Annual Meeting, you were a stockholder of record of Laureate’s common stock. As of the record date, there were 157,169,764 shares of our common stock outstanding.

To attend and participate in the 2023 Annual Meeting webcast, you will need the 16-digit control number included in your Notice and Access Card, on your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in street name, you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. The meeting webcast will begin promptly at 10:00 a.m., Eastern Daylight Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:45 a.m., Eastern Daylight Time, and you should allow ample time for the check-in procedures.

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

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

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

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

Q:	What are the voting rights of each share of common stock?

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

Q:	How do I attend and vote at the Annual Meeting?

We will be hosting the 2023 Annual Meeting live via audio webcast. Any stockholder can attend the 2023 Annual Meeting live online by accessing www.virtualshareholdermeeting.com/LAUR2023. You will need to obtain your own Internet access if you choose to virtually attend the 2023 Annual Meeting. If you were a stockholder as of the record date, or you hold a valid proxy for the 2023 Annual Meeting, you can vote at the 2023 Annual Meeting. A summary of the information that you need to attend the 2023 Annual Meeting webcast is provided below:

•

Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/LAUR2023.

46 Laureate Education, Inc.

•

Assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/LAUR2023 on the day of the 2023 Annual Meeting.

•

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

•

You will need your 16-Digit Control Number to enter the 2023 Annual Meeting.

•

Stockholders may submit questions while attending the 2023 Annual Meeting via the Internet.

•

Webcast replay of the 2023 Annual Meeting will be available until May 24, 2023.

Q:	What if during the check-in time or during the 2023 Annual Meeting webcast I have technical difficulties or trouble accessing the virtual meeting website?

We will have technicians ready to assist you with any technical difficulties that you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the 2023 Annual Meeting login page.

Q:	Can I vote my shares before the Annual Meeting?

A:	Yes. If you are a registered stockholder, there are three ways to vote your shares before the 2023 Annual Meeting webcast:

•

By Internet (www.proxyvote.com) — Use the Internet to transmit your voting instructions until 11:59 p.m. EDT on May 23, 2023. Have your Notice of Internet Availability of Proxy Materials or proxy card available and follow the instructions on the website to vote your shares.

•

By telephone (1-800-690-6903) — Submit your vote by telephone until 11:59 p.m. EDT on May 23, 2023. Have your Notice of Internet Availability of Proxy Materials or proxy card available and follow the instructions provided by the recorded message to vote your shares.

•

By mail — If you received a paper copy of the proxy materials, you can vote by mail by filling out the proxy card enclosed with those materials and returning it using the instructions on the card. To be valid, proxy cards must be received before the start of the 2023 Annual Meeting webcast.

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

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

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

A:	If you are a registered stockholder, you can revoke your proxy and change your vote before the 2023 Annual Meeting webcast by:

•

Voting again by Internet or telephone before 11:59 p.m. EDT on May 23, 2023 (only the latest vote you submit will be counted);

•

Submitting a new properly signed and dated paper proxy card with a later date (your proxy card must be received before the start of the 2023 Annual Meeting webcast); or

•

Sending a written notice of revocation to us to the attention of our Secretary (the notification must be received by 11:59 p.m. EDT on May 23, 2023). The notice should be addressed as follows: Laureate Education, Inc., PMB 1158, 1000 Brickell Ave, Suite 715, Miami, Florida 33131, Attn: Secretary.

2023 Proxy Statement 47

If your shares are held in street name, you should contact your bank, broker or other nominee about revoking your voting instructions and changing your vote before the 2023 Annual Meeting webcast. If you are eligible to vote at the 2023 Annual Meeting, you also can revoke your proxy or voting instructions and change your vote at the 2023 Annual Meeting webcast by casting a ballot via the online platform before the polls close.

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

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

•

“FOR” the election of Andrew B. Cohen, Pedro del Corro, Aristides de Macedo, Kenneth W. Freeman, Barbara Mair, George Muñoz, Dr. Judith Rodin, Eilif Serck-Hanssen and Ian K. Snow, each of whom shall hold office for a term of one year, expiring at the annual meeting in 2023, and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal;

•

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

•

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

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

Q:	What will happen if I neither submit my proxy nor vote my shares in person at the 2023 Annual Meeting?

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

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

•

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

•

Choose not to vote your shares.

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

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

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

Q:	How many shares must be present to conduct business at the 2023 Annual Meeting?

A:	To carry on the business of the 2023 Annual Meeting, holders of a majority of the voting power of common stock issued and outstanding as of the record date must be present in person via attendance at the virtual meeting or represented by proxy.

Q:	What vote is required to approve each proposal?

For Proposal 1, unless otherwise provided in the Wengen Securityholders Agreement, directors will be elected by a plurality of the votes of the shares of our common stock present in person via attendance at the virtual meeting or represented by proxy at the 2023 Annual Meeting at which a quorum is present, which means that the nine nominees receiving the highest number of affirmative votes will be elected.

48 Laureate Education, Inc.

For Proposal 2, the advisory vote to approve named executive officer compensation, the affirmative vote of a majority of the voting power of the shares of our common stock present in person via attendance at the virtual meeting or represented by proxy (and entitled or required to vote thereon) at the 2023 Annual Meeting at which a quorum is present will be required for approval.

For Proposal 3, the ratification of the appointment of PricewaterhouseCoopers LLP as Laureate’s independent registered public accounting firm for the year ending December 31, 2023, the affirmative vote of a majority of the voting power of the shares of our common stock present in person via attendance at the virtual meeting or represented by proxy (and entitled or required to vote thereon) at the 2023 Annual Meeting at which a quorum is present will be required for approval.

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

A broker non-vote occurs when shares held by a bank, broker or other nominee are not voted with respect to a particular proposal because the bank, broker or other nominee does not have discretionary authority to vote on the matter and has not received voting instructions from its clients. If your bank, broker or other nominee holds your shares in its name and you do not instruct your bank, broker or other nominee how to vote, your bank, broker or other nominee will only have discretion to vote your shares on “routine” matters. Where a proposal is not “routine,” a bank, broker or other nominee who has received no instructions from its clients does not have discretion to vote its clients’ uninstructed shares on that proposal. At our 2023 Annual Meeting, only Proposal 3 (the ratification of the appointment of our independent registered public accounting firm) is considered a routine matter. Your bank, broker or other nominee will therefore not have discretion to vote on the election of directors or the advisory vote to approve named executive officer compensation, as these are “non-routine” matters.

Broker non-votes and abstentions by stockholders from voting (including banks, brokers or other nominees holding their clients’ shares of record who cause abstentions to be recorded) will be counted towards determining whether or not a quorum is present at the virtual meeting. However, as the nine nominees receiving the highest number of affirmative votes will be elected, abstentions and broker non-votes will not affect the outcome of the election of Directors. With regard to the affirmative vote of the shares present at the virtual meeting or represented by proxy required for Proposal 2, abstentions will have the effect of a vote against Proposal 2, and, because it is a non-routine matter, broker non-votes will not impact the outcome of Proposal 2. With regard to the affirmative vote of the shares present at the virtual meeting or represented by proxy required for Proposal 3, it is a routine matter so there will be no broker non-votes (and brokerage firms may vote in their discretion on this matter on behalf of beneficial owners who have not furnished voting instructions before the date of the 2023 Annual Meeting), and abstentions will have the effect of a vote against Proposal 3.

Q:	How are votes counted?

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

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

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

Q:	Is my vote confidential?

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

2023 Proxy Statement 49

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

Management does not know of any business to be transacted at the 2023 Annual Meeting other than those matters described in this Proxy Statement. The period specified in the proxy statement for our 2022 Annual Meeting of Stockholders for submitting additional proposals to be considered at the meeting has passed and there are no such proposals to be considered. However, should any other matters properly come before the meeting, and any adjournments thereof, shares with respect to which voting authority has been granted to the proxies will be voted by the proxies in accordance with their judgment.

Q:	Who will pay the cost of soliciting votes for the 2023 Annual Meeting?

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

Q:	Will a list of stockholders of record be available at the 2023 Annual Meeting?

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

Q:	When will you publish the results of the 2023 Annual Meeting?

A:	We will include the results of the votes taken at the 2023 Annual Meeting in a Current Report on Form 8-K filed with the SEC within four business days following the 2023 Annual Meeting webcast.

Annual Report

Our 2022 Annual Report on Form 10-K, which includes our consolidated financial statements for the year ended December 31, 2022, is available on our website at http://investors.laureate.net under “Financials.” Otherwise, please call 786-209-3368 and a copy will be sent to you without charge. You may also request a free copy of our Annual Report on Form 10-K for the year ended December 31, 2022 by writing to Laureate Education, Inc.,

c/o Investor Relations, PMB 1158, 1000 Brickell Ave, Suite 715, Miami, Florida 33131.

Communications with the Board Of Directors

Stockholders or other interested parties may communicate with any Director or Committee of the Board of Directors by writing to Laureate Education, Inc., PMB 1158, 1000 Brickell Ave, Suite 715, Miami, Florida 33131, Attention: Secretary. Comments or questions regarding Laureate’s accounting, internal controls or auditing matters will be referred to members of the Audit and Risk Committee. Comments or questions regarding the nomination of directors and other corporate governance matters will be referred to members of the Nominating and Corporate Governance Committee. The office of the Corporate Secretary reviews correspondence received and will filter advertisements, solicitations, spam and other such items not related to a director’s duties and responsibilities. All other relevant correspondence addressed to a director will be forwarded to that director, or if none is specified, to the Chairman of the Board.

Deadlines for Submitting Stockholder Proposals for the 2024 Annual Meeting

We provide to stockholders the opportunity, under certain circumstances and consistent with our Bylaws and the rules of the SEC, to participate in our governance by submitting proposals and director nominations for consideration at our annual meetings of stockholders. Proposals from stockholders are given careful consideration by us in accordance with Rule 14a-8 promulgated under the Exchange Act (“Rule14a-8”). For a

50 Laureate Education, Inc.

proposal to be included in our proxy statement and proxy card for our 2024 Annual Meeting of Stockholders, such proposal must comply with Rule 14a-8 and must be received by us in writing no later than December 16, 2023. Additionally, if our 2024 Annual Meeting of Stockholders is held not more than thirty days before or more than seventy days after May 24, 2023, any stockholder proposal or director nomination for our 2024 Annual Meeting of Stockholders that is not intended for inclusion in our proxy statement and proxy card in respect of such meeting will be considered “untimely” if it is received by us prior to the close of business on January 25, 2024 or later than the close of business on February 24, 2024 or after the 10th day following the day on which public announcement of the date of the 2024 Annual Meeting of Stockholders is first made by us. An untimely proposal may not be brought before or considered at our 2024 Annual Meeting of Stockholders. Any stockholder proposal or director nomination submitted must also be made in compliance with our Amended and Restated Certificate of Incorporation, our Bylaws and, if applicable, the Wengen Securityholders Agreement. Subject to the provisions of the Wengen Securityholders Agreement, the Nominating and Corporate Governance Committee uses the same process for evaluating all director nominations, regardless of the source of the recommendation. See “Proposal 1 — Corporate Governance — Directors Designated by Certain of the Wengen Investors under the Wengen Securityholders Agreement.”

In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 25, 2024.

All stockholder proposals and director nominations must be addressed to the attention of our Secretary at Laureate Education, Inc., PMB 1158, 1000 Brickell Ave, Suite 715, Miami, Florida 33131. The chair of our 2024 Annual Meeting may refuse to acknowledge the introduction of any stockholder proposal or director nomination not made in compliance with the foregoing procedures.

Householding of Proxy Materials

The SEC has adopted rules that permit companies and intermediaries (e.g., banks, brokers or other nominees) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

Stockholders that share the same address may not receive separate copies of proxy materials, unless we have received contrary instructions from such stockholders. If you are receiving multiple sets of our proxy materials and wish to receive only one set in the future, or if you are currently only receiving one set of our proxy materials and wish to receive separate sets of proxy materials for you and the other stockholders sharing your address, please notify us or your bank, broker or other nominee by indicating your preference on the proxy card or vote instruction form. We will deliver an additional copy of our proxy materials to you, without charge, upon written request sent to Laureate Education, Inc., PMB 1158, 1000 Brickell Ave, Suite 715, Miami, Florida 33131, Attention: Secretary. Our proxy materials are also available on the Investors section of our website at http://www.laureate.net.

Other Matters

As of April 14, 2023, our Board of Directors knows of no other business to be acted upon at the 2023 Annual Meeting. However, if any additional matters are presented at the meeting, it is the intention of the persons named in the accompanying proxy to vote in accordance with their judgment on those matters.

BY ORDER OF THE BOARD OF DIRECTORS,

LOGO

Leslie S. Brush

Deputy General Counsel and Secretary

2023 Proxy Statement 51



Plan Category	Number of securities to be issued upon exercise of outstanding option, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (c)

Equity compensation plans approved by stockholders	1,218,619(1)	$7.00	5,073,889(2)

Equity compensation plans not approved by stockholders	—	—	—


Total	1,218,619(1)		5,073,889(2)



Proxy Statement Summary			1

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

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

Director Compensation			34

Equity Plan Compensation Information			36

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



	January – June 2022			July – December 2022(1)

Fees	Amount		Form of Payment(2)	Amount		Form of Payment(2)

Annual Board Retainer	$	225,000	• $112,500 in cash / $112,500 in RSUs	$	200,000	• $75,000 cash / $125,000 RSUs

Annual Independent Chairman Retainer(3)	$	175,000	• $100,000 in cash / $75,000 in RSUs	$	125,000	• $75,000 in cash / $50,000 in RSUs

Committee Retainers			• 100% in cash			• 100% in cash

Audit and Risk Committee

Member	$	15,000		$	15,000

Chair	$	25,000		$	25,000

Compensation Committee

Member	$	10,000		$	10,000

Chair	$	15,000		$	15,000

Nominating & Corporate Governance Committee

Member	$	7,500		$	7,500

Chair	$	15,000		$	15,000

Committee on Education

Member	$	10,000		$	10,000

Chair	$	50,000		$	15,000