Laureate Education (LAUR) DEF 14ADefinitive proxy

                                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:

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.

Notice of 2023 Annual Meeting

of Stockholders

Items of Business

Proposal

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:

Leslie S. Brush

Deputy General Counsel and Secretary

April 14, 2023

Table of Contents

Proxy Statement Summary

2023 Annual Meeting of Stockholders

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

Board Nominees

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

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.”

2023 Proxy Statement    3

4    Laureate Education, Inc.

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)

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

C – Chair             M – Member             * Audit committee financial expert

Audit and Risk Committee Key Responsibilities:

The Board of Directors has determined that each member of the Audit and Risk Committee has sufficient knowledge in financial and auditing matters under Nasdaq rules and that 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:

8    Laureate Education, Inc.

Nominating and Corporate Governance Committee Key Responsibilities:

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

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.

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

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.

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:

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:

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:

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:

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.

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:

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.

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

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.

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.

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.

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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.

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:

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.

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

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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:

The following are not considered:

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:

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.

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Our Incentive Compensation Clawback Policy provides us with an additional basis to recoup cash or equity-based incentive compensation from certain members of our senior management, including our executive officers. The Clawback Policy provides for the recovery or cancellation of excessive incentive-based compensation from a covered employee if the Compensation Committee determines that incentive compensation was overpaid, in whole or in part, as a result of a restatement of reported financial results for any reason (other than a change in accounting rules or policy or applicable law). It allows for recovery or cancellation of an overpayment of an award if the restatement occurs within three years after publication of the audited financial statements that have to be restated.

In light of the SEC’s adoption of final clawback rules in October 2022, we intend to update our clawback policy to comply with applicable Nasdaq listing rules when effective.

Tax and Accounting Implications

As part of its role, the Compensation Committee considers the tax and accounting impacts reflected in our financial statements when establishing our compensation plans. The forms of compensation it selects are intended to be cost efficient.

Additionally, the Compensation Committee considers whether the forms of compensation it selects are tax deductible compensation consistent with our philosophies of aligning pay with performance and the interests of our NEOs with those of our stockholders.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis as required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement for filing with the SEC and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

COMPENSATION COMMITTEE

Andrew B. Cohen, Chair

Pedro del Corro

Kenneth W. Freeman

George Muñoz

22    Laureate Education, Inc.

2022 Executive Compensation Tables

Summary Compensation Table

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

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.

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Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

Employment Arrangements.    We have entered into offer letters, promotion letters, or employment or consulting agreements with each of the NEOs, which provide for an NEO’s base salary or fee as of the commencement of employment or engagement or upon promotion, the target annual incentive and the long-term incentive equity awards. See “—Compensation Discussion and Analysis—Base Salary” for more information regarding these base salaries for the NEOs.

Annual Incentive Awards.    In 2022, annual cash incentive awards were granted under the 2022 AIP, with the target amount for each NEO based on a percentage of salary. The actual AIP payment depends on both organizational and individual performance. See “—Compensation Discussion and Analysis — Annual Incentive Plan” for more information regarding the 2022 AIP.

Long-Term Incentive Awards.    In 2022, the Company granted annual long-term incentive awards to the NEOs in the form of PSUs and RSUs, as described below. Each award is subject to continued employment on each applicable vesting date (with limited exceptions for termination of employment due to death, permanent disability and qualifying termination following a change in control). See “—Compensation Discussion and Analysis — Long-Term Incentive Plan: Stock-Based Compensation” for more information regarding these awards.

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Grants of Plan-Based Awards

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

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.

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.

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