UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.    )

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                                     78 SW 7th Street, Suite 900

                                     Miami, Florida 33130

April 15, 2022

Dear Stockholder,

We cordially invite you to attend the 2022 Annual Meeting of Stockholders of Laureate Education, Inc. (“Laureate”) to be held on Wednesday, May 25, 2022, at 10:00 a.m., Eastern Daylight Time. Due to the continuing public health concerns resulting from the COVID-19 pandemic, this year’s meeting will be a virtual meeting. 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/LAUR2022.

The attached Notice of 2022 Annual Meeting and proxy statement describe the business that we will conduct at the 2022 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:

 

1.

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

 

2.

Hold an advisory vote to approve named executive officer compensation.

 

3.

Ratify the appointment of PricewaterhouseCoopers LLP as Laureate’s independent registered public accounting firm for the year ending December 31, 2022.

 

4.

To transact such other business as may properly come before the 2022 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 2022 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 15, 2022 and is first being made available to stockholders on or about April 15, 2022.

Notice of 2022 Annual Meeting

of Stockholders

 

Date and Time Wednesday, May 25, 2022, at 10:00 a.m., Eastern Daylight Time		Location Online only at www.virtualshareholder meeting.com/LAUR2022		Who Can Vote The record date for the Annual Meeting is March 28, 2022. 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

 

1.

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

 

2.

Hold an advisory vote to approve named executive officer compensation.

 

3.

Ratify the appointment of PricewaterhouseCoopers LLP as Laureate’s independent registered public accounting firm for the year ending December 31, 2022.

Stockholders will also transact any other business that properly comes before the 2022 Annual Meeting and any adjournment.

Voting Methods

Your vote is important. Whether or not you plan to attend the 2022 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/LAUR2022

A list of the holders of record of our common stock will be available at the 2022 Annual Meeting webcast and, during the 10 days prior to the 2022 Annual Meeting webcast, at the offices of our corporate headquarters located at 78 SW 7th Street, Suite 900, Miami, Florida 33130.

BY ORDER OF THE BOARD OF DIRECTORS:

 

 

Leslie S. Brush

Vice President, Assistant General Counsel and Secretary

April 15, 2022

 

Proxy Statement Summary

2022 Annual Meeting of Stockholders

 

Date and Time:		May 25, 2022 10:00 a.m., Eastern Daylight Time
Place:		Virtual Meeting via live webcast at www.virtualshareholdermeeting.com/LAUR2022
Record Date:		March 28, 2022

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 MEETING www.virtualshareholder meeting.com/LAUR2022

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”		41
Proposal 3		Ratification of the appointment of PricewaterhouseCoopers LLP as Laureate’s independent registered public accounting firm for the year ending December 31, 2022		“FOR”		42

Board Nominees

 

Name		Position		Age		Director Since
Andrew B. Cohen		Independent Director		50		2013
William L. Cornog		Independent Director		57		2017
Pedro del Corro		Independent Director		64		2017
Kenneth W. Freeman		Chairman of the Board, Independent Director		71		2017
Barbara Mair		Independent Director		60		–
George Muñoz		Independent Director		70		2013
Dr. Judith Rodin		Independent Director		77		2013
Eilif Serck-Hanssen		Director, President and Chief Executive Officer		56		2018
Ian K. Snow		Independent Director		52		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.

 

 

2022 Proxy Statement    1

Proposal 1:

Election of Directors

At the 2022 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 2023, 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 2022 Annual Meeting, three 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 2022 Annual Meeting and to hold office until the next Annual Meeting. All nominees are currently Directors elected at the 2021 Annual Meeting, except for Ms. Mair, 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, Barbara Mair for election as a Director at the 2022 Annual Meeting. Ms. Mair’s executive leadership roles, experience in the higher education industry in Mexico and experience with technology companies make her well qualified to serve as a director. The Board expects Ms. Mair to bring a fresh perspective and added skills and experience to help the Board effectively oversee management and to implement the Company’s long-term strategy.

 

 

2    Laureate Education, Inc.

As a result of this process, Brian F. Carroll and Michael J. Durham are not nominees for reelection and will conclude their service as Directors at the 2022 Annual Meeting. The Board is grateful to Messrs. Carroll and Durham for their dedication, service and contributions as Directors of our Company.

The Board of Directors intends to decrease the size of the Board of Directors from ten to nine members effective as of the date of the 2022 Annual Meeting.

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: 50 Director since: 2013   Committees: Compensation		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.

 

William L. Cornog
Age: 57 Director since: 2017   Committees: Compensation Nominating & Corporate Governance (Chair)		Mr. Cornog joined KKR Capstone, a consulting firm that provides services to KKR portfolio companies, in 2002 and currently serves as the managing partner of KKR Capstone. Mr. Cornog serves as a member of KKR’s Americas, EMEA, APAC, Infrastructure, TMT Growth Portfolio Management, Investment & Distribution and Valuation Committees. Prior to joining KKR Capstone, Mr. Cornog was with Williams Communications Group as the senior vice president and general manager of network services. Prior to Williams Communications Group, Mr. Cornog was a partner at The Boston Consulting Group. Mr. Cornog also has worked in direct marketing with Age Wave Communications and in marketing and sales positions with SmithKline Beckman. Mr. Cornog currently is a director of Channel Control Merchants and Optir, private companies in which KKR is an investor. Mr. Cornog earned a B.A. from Stanford University and an M.B.A. from Harvard Business School.

 

Pedro del Corro
Age: 64 Director since: 2017   Committees: Compensation Education		Mr. del Corro is a member of Torreal, S.A. (“Torreal”), one of the largest private investment firms in Spain. He joined Torreal in 1990 and is currently a Senior Advisor and Member of the Family Counsel. Prior to joining Torreal, Mr. del Corro held various positions with Procter & Gamble in Spain, Belgium, the United Kingdom and Portugal. Mr. del Corro currently is a director of each of Arbarin Sicav, S.A., 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.

 

 

2022 Proxy Statement    3

Kenneth W. Freeman Chairman
Age: 71 Director since: 2017 Chairman since: 2019   Committees: Audit Compensation Education		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 January 2022, Mr. Freeman has served as the Interim Vice President and Associate Provost for Online Learning Initiatives at Boston University 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, Emsi Burning Glass, WBUR, and the Higher Ambition Leadership Alliance. In the past five years, Mr. Freeman has served as chairman of the board of trustees of Bucknell University. Mr. Freeman earned a B.S.B.A. from Bucknell University and an M.B.A. from Harvard Business School.

 

Barbara Mair New Director Nominee
Age: 60 Director since: —		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 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: 70 Director since: 2013   Committees: Audit (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 until 1997. Mr. Muñoz is a certified public accountant and an attorney. Mr. Muñoz served three terms as president of the Chicago Board of Education in the mid-1980s. Mr. Muñoz has taught courses in globalization at Georgetown University and is co-author of the book “Renewing the American Dream: A Citizen’s Guide for Restoring of Competitive Advantage.” Mr. Muñoz currently is a director of each of Marriott International, Inc. (and a member of its audit committee), Altria Group, Inc. and Anixter International, Inc. (and a member of its compensation committee), and a trustee of the National Geographic Society. Mr. Muñoz earned a B.B.A. from the University of Texas, a J.D. and a Master of Public Policy from Harvard University, and an LL.M. in Taxation from DePaul University.

 

 

4    Laureate Education, Inc.

Dr. Judith Rodin
Age: 77 Director since: 2013   Committees: Education (Chair) Nominating & Corporate Governance		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: 56 Director since: 2018		Mr. Serck-Hanssen has served as our Chief Executive Officer since 2018 and took on the additional title of 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 through March 2017, Mr. Serck-Hanssen served as our Executive Vice President and Chief Financial Officer. From February to July 2008, Mr. Serck-Hanssen served as chief financial officer and president of international operations at XOJET, Inc. In 2005, Mr. Serck-Hanssen was part of the team that founded Eos Airlines, Inc., a premium airline, and until February 2008, Mr. Serck-Hanssen served as its executive vice president and chief financial officer. Prior to starting Eos Airlines, Mr. Serck-Hanssen served in several financial executive positions at US Airways, Inc. (now American Airlines, Inc.) and Northwest Airlines, Inc. (now Delta Airlines, Inc.), including serving as a senior vice president and treasurer of US Airways, Inc. Prior to joining the airline industry, Mr. Serck-Hanssen spent over five years with PepsiCo, Inc. in various international locations and three years with PricewaterhouseCoopers LLP (formerly Coopers & Lybrand Deloitte) in London. He is an Associate Chartered Accountant (ACA) and a member of the Institute of Chartered Accountants in England and Wales. Mr. Serck-Hanssen earned a B.A. from the University of Kent at Canterbury (United Kingdom), a B.S. from the Bergen University College (Norway) and an M.B.A. from the University of Chicago Booth School of Business.

 

Ian K. Snow
Age: 52 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., Brook &Whittle Limited, Cascade Environmental LLC, DecoPac, Inc., ECRM, LLC, Electric Guard Dog, LLC, FeraDyne Outdoors, LLC, HCTec, Inc., Ideal Tridon Holdings, Inc., Kele, Inc. and Teasdale Foods, Inc. From 1996 until 2007, Mr. Snow served as a member of the board of directors of Asbury Automotive Group, Inc. (and, from 2006 until 2007, a member of its audit committee). Mr. Snow earned a B.A. from Georgetown University.

 

 

2022 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 ten persons, three 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 and our controlling stockholder (“Wengen”), and certain other parties thereto. Under the Wengen Securityholders Agreement, each of the following is entitled to designate one of our directors so long as each owns at least 5,357,143 shares held through or acquired from Wengen: (i) Cohen Private Ventures, LLC (together with its affiliates, “CPV”), and (ii) Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates, “KKR”). Mr. Cohen currently serves as the CPV-designated director, and Mr. Cornog currently serves as the KKR-designated director. Pursuant to the Wengen Securityholders Agreement, in the event that either of CPV or KKR ceases to own its respective minimum number of shares, the director designee selected by such party shall offer his or her resignation and such party shall no longer be entitled to designate a director to our Board of Directors. The Wengen Securityholders’ Agreement does not terminate upon the dissolution of Wengen.

Additionally, the Wengen Securityholders Agreement provides that for so long as either CPV or KKR holds at least 8,035,713 shares of Company common stock, KKR and CPV collectively (or one of them if the other has lost its director designation right) will have the right to nominate one additional director (the “Third Director”) who will initially be Mr. Snow and who may be removed or replaced at any time without cause by CPV or KKR (or one of them if the other has lost its existing director designation right). In the event that CPV and KKR each ceases to be the beneficial owner of at least 8,035,713 shares of Company’s common stock, then the Third Director must offer his resignation as a director to the Company’s Board of Directors, and CPV and KKR thereafter will no longer be entitled to designate a Third Director.

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.

Loss of Controlled Company Status

On October 28, 2021, following Wengen’s partial distribution of shares of the Company’s common stock to certain of its investors, we lost our “controlled company” status and the corresponding ability to utilize certain corporate governance exemptions under Nasdaq rules. Although the Company is permitted a transition period to phase into the new corporate governance requirements applicable to non-controlled companies, as of April 15, 2022, a majority of our Board of Directors consisted of independent directors and our Audit, Compensation and Nominating and Corporate Governance Committees consist entirely of independent directors under Nasdaq rules.

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

 

 

6    Laureate Education, Inc.

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, 20 percent 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.

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 28, 2022)

 

Total Number of Directors		10
Gender		Female		Male		Non-Binary		Did Not        Disclose Gender
Directors		1		9		–		–
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		8		–		–
Two or More Races or Ethnicities		–		–		–		–
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 2021, our Board of Directors held nine meetings and its committees collectively held 24 meetings. All of our Directors attended at least 75% of Board and applicable committee meetings in 2021. Directors are expected to attend all Board and Committee meetings, as well as our annual meeting of stockholders. Each current Director attended the 2021 annual meeting of stockholders.

Board Committees

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

 

 

2022 Proxy Statement    7

The Audit Committee meets with our independent auditors to, among other things: (i) review whether the Company follows satisfactory accounting procedures and whether our internal accounting controls are adequate; (ii) review and discuss any critical audit matters identified by the independent auditor in connection with its audit; (iii) monitor audit and non-audit services performed by the independent auditors; (iv) approve fees charged by the independent auditors; and (v) perform all other oversight and review of Laureate’s financial reporting process. The Audit Committee also reviews the performance of the independent auditors and annually selects the firm of independent auditors to audit Laureate’s financial statements. Additionally, the Audit Committee has oversight of our enterprise risk management program and cybersecurity and receives quarterly reports from management on these subjects. The Audit Committee currently consists of Messrs. Muñoz, Durham and Freeman, who each have sufficient knowledge in financial and auditing matters under Nasdaq rules. Further, the Board of Directors has determined that Mr. Muñoz, who serves as the Chair of the Audit Committee, is an “audit committee financial expert.” In addition, the Board of Directors has affirmatively determined that each of Messrs. Muñoz, Durham and Freeman and Ms. Mair meets the definition, for an Audit Committee member, of an “independent director” for purposes of the independence requirements of Rule 10A-3 of the Securities and Exchange Act of 1934 (as amended, the “Exchange Act”) and the Nasdaq listing rules. There were ten meetings of the Audit Committee during 2021.

The Compensation Committee reviews and advises our Board of Directors on the Company’s overall compensation philosophy, policies and plans, reviews and approves the compensation for the Chief Executive Officer and the other executive officers of Laureate and generally reviews benefits and compensation for all officers and employees. The Compensation Committee also administers our equity plans and approves grants of equity awards. The Compensation Committee currently consists of Messrs. Carroll, Cohen, Cornog, del Corro, Freeman and Muñoz, each of whom meets the conditions of “independence” for a member of the Compensation Committee in accordance with the Nasdaq listing rules, with Mr. Carroll serving as the current Chair. There were six meetings of the Compensation Committee during 2021.

The Nominating and Corporate Governance Committee develops and recommends to the Board of Directors criteria for selecting qualified director candidates, identifies individuals qualified to become members of the Board of Directors and recommends to the Board of Directors candidates for election to the Board of Directors, considers committee member qualifications, appointment and removal, recommends corporate governance principles, promotes and assesses the Company’s stated public benefit and activities as a public benefit corporation, and provides oversight in the evaluation of the Board of Directors and each committee. The Nominating and Corporate Governance Committee currently consists of Messrs. Cornog, Durham and Snow and Dr. Rodin, each of whom qualifies as an “independent director” in accordance with the Nasdaq listing rules. Mr. Cornog serves as the current Chair of the Nominating and Corporate Governance Committee. There were four meetings of the Nominating and Corporate Governance Committee during 2021.

The Committee on Education reviews and advises our Board of Directors regarding academic matters and policies, as well as new education products and technologies. The Committee on Education currently consists of Messrs. del Corro and Freeman and Dr. Rodin, with Dr. Rodin serving as the current Chair. There were four meetings of the Committee on Education during 2021.

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

Compensation Committee Interlocks and Insider Participation in Compensation Decisions

During 2021, no member of the Compensation Committee (i) had a relationship with us other than as a Director and, in certain cases, a stockholder or (ii) was (A) an officer or employee or a former officer, (B) a participant in a “related person” transaction or (C) an executive officer of another entity where one of our executive officers served on the Board of Directors. See “Certain Relationships and Related Party Transactions, and Director Independence” for a discussion of certain transactions to which affiliates of the members of the Compensation Committee were party.

 

 

8    Laureate Education, Inc.

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 Securities and Exchange Commission (“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

Our Board of Directors is actively engaged in overseeing the Company’s risk management. Our Board of Directors’ role in risk oversight of the Company is consistent with the Company’s leadership structure, with the President and CEO and other members of our executive leadership team having responsibility for assessing and managing the Company’s risk exposure and our Board of Directors and its committees providing oversight in connection with those efforts. Our Board of Directors exercises these responsibilities regularly as part of its meetings and also through its committees, each of which examines various components of risk as part of its responsibilities. Our Board of Directors regularly reviews the Company’s risk management program and processes.

The Audit Committee, among other things, has responsibility for oversight of risk management and in connection therewith (i) reviews with our President and CEO and CFO any report on significant deficiencies in the design or operation of our internal controls that could adversely affect the Company’s ability to record, process, summarize or report financial data, any material weaknesses in our internal controls identified to the auditors, and any fraud that involves management or other employees who have a significant role in our internal controls; (ii) reviews and approves any related-party transactions, after reviewing each such transaction for potential conflicts of interests and other improprieties; (iii) provides oversight of the Company’s ethics and compliance activities; (iv) discusses with management and our independent auditor any correspondence with regulators or governmental agencies that raise material issues regarding the Company’s financial statements or accounting policies; (v) discusses with management the Company’s 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 regular 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.

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

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 risk management program, to help determine how best to identify, manage and mitigate significant risks throughout the Company. Management regularly reports to our Board of Directors and its committees on a variety of risks, including strategic, operational, financial, legal, regulatory and cybersecurity risks, as well as the risks to the Company, its business and its students, faculty and employees due to the COVID-19 pandemic, and the efforts of management to address and mitigate such risks.

 

 

2022 Proxy Statement    9

Environmental, Social and Governance Matters

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

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

This was most recently observed through our response to the COVID-19 pandemic, when we not only demonstrated great resilience of our business, but also the broader impact of our people. Across Laureate’s operations in Mexico and Peru, thousands of students, faculty and staff met the moment, using their skills and expertise to support local communities disproportionally impacted by the pandemic. This included offering free medical and psychological services, designing a range of inventions (including a mechanical lung ventilator and sanitizing equipment for hospital uniforms and food deliveries), and donating educational resources and technology to young school students. In addition, our faculty served as national spokespeople on a range of public health topics, and our students served on the frontline in testing, administering vaccines, and caring for those who tested positive for COVID-19.

We also provided additional scholarships to thousands of students who needed Wi-Fi access and other resources in order to continue their learning, and provided financial assistance to impacted employees through our COVID-19 Employee Relief Fund.

While our commitment to serving communities was evident throughout the pandemic, this has been a core element of our culture since our company was founded. In 2021 alone, we provided more than $220 million in scholarships and discounts to make quality higher education more accessible, and more than 30,000 members of local communities received care at one of our free or low-cost health clinics.

Looking ahead, we are taking steps to further expand and embed our commitment to environmental, social and governance efforts and plan to incorporate a rigorous analysis of our impact in our public reporting and our broader corporate narrative.

 

 

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 2021 named executive officers (“NEOs”) listed below.

 

NEOs		Title
Eilif Serck-Hanssen		President and Chief Executive Officer
Richard M. Buskirk(1)		Senior Vice President and Chief Financial Officer
Marcelo Barbalho Cardoso(2)		Executive Vice President and Chief Operating Officer
Timothy P. Grace(3)		Chief Human Resources Officer
Richard H. Sinkfield III		Chief Legal Officer and Chief Ethics & Compliance Officer
Jean-Jacques Charhon(4)		Former Executive Vice President and Chief Financial Officer

 

(1)	Mr. Buskirk was appointed Senior Vice President and Chief Financial Officer effective April 1, 2021.

 

(2)	Mr. Cardoso was appointed Executive Vice President and Chief Operating Officer effective May 28, 2021.

 

(3)	Mr. Grace served as Chief Human Resources Officer until April 8, 2022.

 

(4)	Mr. Charhon resigned from his position with the Company effective April 1, 2021.

The discussion regarding the 2021 compensation of our NEOs is divided into four sections.

 

		Page:
Executive Summary		11
Compensation Governance		12
Executive Compensation Program		13
Policies and Other Considerations		22

Executive Summary

2021 was a year of strong performance and structural transformation for Laureate, reflecting favorable COVID-19 recovery trends in the Mexico and Peru higher education markets. Our total enrollments at the end of 2021 were above levels prior to the start of the pandemic, which further highlights the resiliency of our business model. The most critical strategic and operational priorities for us during 2021, under the leadership of our NEOs, were achieved, such as driving financial performance, expanding margins, improving our balance sheet, and maximizing academic quality and successful student outcomes.

For the full year 2021, we performed strongly, with solid year-over-year growth, and significantly increased both our margins and free cash flow generation. Despite the challenges of the pandemic, we continued to deliver uninterrupted quality education across all of our institutions in Mexico and Peru, while demonstrating industry leadership in digital and hybrid delivery modes. In 2021, new enrollments increased 15% and total enrollments were up 15% compared to the prior fiscal year, bringing our total enrollments in Mexico and Peru to 388,500 by the end of 2021.

During 2021, we made significant progress on our strategic review to unlock stockholder value, an initiative we first announced in January 2020 (the “Strategic Review”), having completed the sales of our Brazil and Walden businesses. Following the completion of these divestitures, we repaid our corporate debt obligations and returned nearly $1.8 billion of capital to our stockholders in 2021 through shares repurchases and special cash distributions.

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.

 

 

2022 Proxy Statement    11

In early 2021, to better reflect current operational goals and priorities and given uncertainties related to the global pandemic, the Compensation Committee implemented design changes to the annual cash incentive plan program and long term-incentive performance share unit awards. We also adopted an enhanced incentive compensation clawback for senior leaders.

Despite continued COVID-19 related challenges, we exceeded our 2021 financial goals set in our annual incentive plan program and paid out 172.5% of target bonus given our strong results. We also achieved 2021 targets under our performance share unit grants and vested 100% of the 2021 tranches. Additionally, to acknowledge significant contributions related to the successful execution of the Strategic Review, the Compensation Committee determined to award additional cash bonuses to the NEOs (excluding Mr. Charhon). For further details regarding 2021 compensation outcomes, under “— Executive Compensation Program,” see “— Annual Incentive Plan — 2021 AIP Outcomes,” “— Additional Cash Bonuses” and “— Long-Term Incentive Plan: Stock-Based Compensation — 2021 PSU Outcomes.”

The Compensation Committee believes that the 2021 compensation of our NEOs is commensurate with our size and performance, the significant scope of their roles and responsibilities, and their strong leadership, as well as their successful execution of strategic priorities.

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

 

 

12    Laureate Education, Inc.

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 CEO, management and the Compensation Committee, 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

Independent Compensation Committee Consultant

The Compensation Committee has retained Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant since September 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 provided insight to the Compensation Committee on certain regulatory requirements and compensation governance practices, assisted with the development of conceptual designs for equity and cash incentive compensation programs and for an enhanced clawback policy, and provided to the Compensation Committee relevant alternatives to consider when making compensation decisions for the CEO and other NEOs.

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 by over 99% of votes cast on the say-on-pay proposal in our 2021 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.

 

 

2022 Proxy Statement    13

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.

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 still providing competitive fixed base salaries to promote both short-term and long-term retention and performance.

Pay Mix

The graphs below show the Annual Total Target Compensation for our CEO and Average Annual Target Compensation for other NEOs (excluding our CEO) at year end 2021, in each case excluding the value of special equity or additional cash awards.

 

 

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 based on performance from the prior year by the Compensation Committee.

 

 

14    Laureate Education, Inc.

In February 2021, the Compensation Committee reviewed the base salary of each of our NEOs and determined, in light of the Strategic Review and uncertainties resulting from the ongoing global pandemic, to maintain the base salary of each NEO at their 2020 levels, representing the third year of no salary increase for Messrs. Serck-Hanssen, Grace and Charhon.

On April 1, 2021, Mr. Buskirk was appointed to the position of Senior Vice President and Chief Financial Officer and received a promotion increase in base salary to $380,000. On May 28, 2021, Mr. Cardoso was appointed to the position of Executive Vice President and Chief Operating Officer and received a promotion increase in base salary to R$1,900,000 (approximately US$353,115 based on an average foreign currency exchange rate of BRL to USD for 2021 at 0.18585).

Annual Incentive Plan

Our annual incentive plan (“AIP”) is intended to recognize measures of overall company performance and profitability. Both 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. In addition, for 2021, a G&A Bonus Modifier (defined below) was implemented, which depending on the outcome could reduce or increase the annual incentive award amount by up to 30%.

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 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 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 to optimize and standardize Laureate’s processes to enable sustained growth and margin expansion. Adjusted EBITDA is a non-GAAP measure.
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.
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, adding back net cash interest (a non-GAAP measure).

In order to reflect 2021 operational goals and priorities and given uncertainties related to the global pandemic, the Compensation Committee made several changes to the design of the 2021 AIP:

 

•

Adjusted the percentage weighting of the 2021 AIP performance metrics for the organizational multiplier from prior years as shown in the below table. While each of the Revenues and New Enrollment metrics is critical to

 

 

2022 Proxy Statement    15

our ability to grow over the long term, Adjusted Financing EBITDA was weighted the heaviest for 2021 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 was decreased compared to the prior year.

 

 

•

Adjusted the thresholds of Adjusted Financing EBITDA from 90% to 85% and Revenues from 95% to 90%, to reflect greater uncertainty in the marketplace.

 

•

Implemented a bonus modifier for certain AIP participants, including the NEOs, which would increase or reduce the total bonus amount earned by up to 30% to encourage achievement of targeted ongoing corporate general and administrative (“G&A”) expenses excluding costs associated with corporate rightsizing in connection with ongoing operations following completion of the Strategic Review (“G&A Bonus Modifier”).

 

•

To counteract any incentive to achieve the G&A Bonus Modifier at the expense of the Company’s internal controls, established an override such that, if any material weakness existed in 2021, bonuses earned under the 2021 AIP would be reduced by 30%.

The 2021 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 missed or exceeded, as applicable, and 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.

 

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%				110%				115%				120%
Target			100%			Value for 100% Payout			Target				Target				Target				Target
Threshold			0%			Percent of Target			85%				90%				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 like job placement and on-time graduation, achieving the highest academic and operational standards and regulatory compliance. The NEOs also are rewarded, through the individual performance component, for important strategic contributions, such as building succession plan pipelines and high-performance cultures.

Notwithstanding the changes in the 2021 AIP compared to prior years as described above, the Compensation Committee thought it was important to maintain certain features in the 2021 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, none of the NEOs would have received any AIP award, (ii) the individual performance multiplier of 20% was capped at 200% achievement and could not exceed the organizational multiplier, and (iii) if the Company 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 2021 AIP award opportunity.

 

 

16    Laureate Education, Inc.

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).

2021 AIP Outcomes

At the end of each fiscal year when results are available, all organizational multipliers, the individual performance multipliers of each NEO, for 2021 the G&A multipliers 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 2021 of Adjusted Financing EBITDA, Revenues, New Enrollments, Unlevered Free Cash Flow, Corporate G&A run-rate and individual objectives.

For Messrs. Serck-Hanssen, Buskirk, Grace and Sinkfield, 2021 AIP awards were measured, in part, 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 2021 performance by the corporate NEOs.

 

Performance Metric - Corporate		Target					Weighted Target as % of Award					Weighted Target as % of Corporate Component					2021 Actual Performance(1)					2021 Actual Payout %
Organizational multiplier metrics
Adjusted Financing EBITDA*				$    450.2					32	%				40	%				$    548.4					80	%
Revenues*				$ 2,159.6					24	%				30	%				$ 2,246.8					42	%
New Enrollments				390,080					16	%				20	%				418,800					30	%
Unlevered Free Cash Flow*				$    239.1					8	%				10	%				$    306.9					20	%
									80	%				100	%									172	%

 

*	In millions

(1)	Reflects the combined effects for business units within continuing operations and discontinued operations (assuming full year ownership for any assets sold during the period).

 

 

2022 Proxy Statement    17

For Mr. Cardoso, 42% of the organizational multiplier component of his 2021 AIP award was based on the performance of the Brazil business for which he had primary responsibility until its sale on May 28, 2021, while 58% of the organizational multiplier component was based on corporate level performance as a result of his promotion from CEO, Brazil to Executive Vice President and Chief Operating Officer of the Company.. The resulting combined organizational multiplier reflecting Brazil and Corporate performance for Mr. Cardoso was 175%, and the resulting combined actual award was 175% of Mr. Cardoso’s target award. The following table contains the goal for each operational metric used to determine the Brazil component of the organizational multiplier for the AIP award earned in respect of 2021 performance by Mr. Cardoso.

 

Performance Metric - Brazil		Target					Weighted Target as % of Award					Weighted Target as % of Corporate Component					2021 Actual Performance					2021 Actual Payout %
Organizational multiplier metrics
Adjusted Financing EBITDA*				$      11.2					32%					40%					$      34.1					80%
Revenues*				$    193.7					24%					30%					$    203.4					40%
New Enrollments				103,260					16%					20%					120,680					40%
Unlevered Free Cash Flow*				$     (13.2)					8%					10%					$      19.1					20%
									80%					100%										180%

 

*	In millions

In determining the 2021 AIP payments, the Compensation Committee considered 2021 results with respect to each performance metric and as a percentage of the applicable corporate goal. In particular, the Compensation Committee took into account that the Company, despite the ongoing challenges associated with the COVID-19 pandemic, exceeded budgeted expectations across all performance metrics. The Compensation Committee believes that the approved individual performance multiplier of 175% and above-target 2021 payouts for the NEOs, as shown in the table below, appropriately reflect the significant achievements of management in navigating through the pandemic, concluding the Company’s Strategic Review with the closings of the Brazil and Walden divestitures, returning capital to stockholders, and outperforming key budgeted performance metrics. The table below provides information relating to the 2021 target and actual AIP payments for each of the NEOs.

 

Executive		Bonus   Salary   Amount ($)		AIP Target Award as % of 2021     Year-End Salary		Target  2021 AIP  Award  ($)		Approved  Individual    Performance    Multiplier		Actual  Award   ($)		Actual   Award as a   % of   Target   Award
Eilif Serck-Hanssen		850,000		130%		1,105,000		175%		1,906,611		172.5%
Richard M. Buskirk(1)		380,000		100%		380,000		175%		655,667		172.5%
Marcelo Barbalho Cardoso(2)		353,115		100%		353,115		175%		618,770		175.2%
Timothy P. Grace		500,000		80%		400,000		175%		690,176		172.5%
Richard H. Sinkfield III		420,000		75%		315,000		175%		543,514		172.5%
Jean-Jacques Charhon(3)		—		—		—		—		—		—

 

(1)	In connection with Mr. Buskirk’s promotion to Senior Vice President and Chief Financial Officer as of April 1, 2021, he received a promotion increase in target annual bonus to 100% of base salary.

 

(2)	Mr. Cardoso’s bonus was based 42% on the Brazil business results and 58% corporate performance.

 

(3)	Mr. Charhon resigned from his position with the Company effective April 1, 2021 and therefore was not eligible to receive an award under the 2021 AIP.

The G&A Bonus Modifier resulted in a 3.6% increase to the 2021 AIP Actual Award shown in the above table for each NEO, as follows: Mr. Serck-Hanssen - $68,638; Mr. Buskirk - $23,604; Mr. Cardoso - $23,594; Mr. Grace - $24,846; and Mr. Sinkfield - $19,566.

 

 

18    Laureate Education, Inc.

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 2021, the Committee used additional cash bonuses to reward important contributions, efforts and leadership in connection with the Strategic Review and related initiatives. In light of specific accomplishments achieved by our current NEOs, the Compensation Committee determined that it was appropriate to award 2021 additional cash bonuses as follows:

 

•

To recognize Mr. Cardoso’s significant contributions to the sale process for our Brazil business, Mr. Cardoso was awarded a bonus payment of $350,000, which amount, for retention purposes, is subject to repayment in full if Mr. Cardoso terminates his relationship with the Company before May 28, 2022.

 

•

To recognize significant contributions to the Strategic Review process during 2021, Messrs. Serck-Hanssen, Buskirk and Sinkfield were awarded the following bonus payments: Mr. Serck-Hanssen - $2,000,000; Mr. Buskirk - $666,667; and Mr. Sinkfield - $666,667.

 

•

To recognize Mr. Grace’s significant contribution to organization transformation efforts during 2021 necessitated by the Strategic Review, Mr. Grace was awarded a bonus payment of $400,000.

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 being able 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.

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.

 

•

Performance Share Units (“PSUs”) – 50% of LTI: Historically, PSUs vested in equal annual installments over a three-year period, subject to achievement of annual Adjusted EBITDA targets. In early 2021, in light of the ongoing Strategic Review and the global pandemic, the Compensation Committee approved an updated PSU grant design to better align with the Company’s focus on continued growth by increasing enrollment along with a focus on cost savings initiatives and increased margins. Under the new PSU grant design, the first two years of vesting are subject to Adjusted EBITDA Margin and Total Enrollment targets, and the third year of vesting is subject to continued employment with the Company on the vesting date. All unvested PSUs are forfeitable upon termination of employment prior to vesting. PSUs do not provide voting or dividend rights until the units are vested and settled in shares of our common stock.

 

•

Restricted Stock Units (“RSUs”) – 50% of LTI: 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. All unvested RSUs are forfeitable upon termination of employment prior to vesting. RSUs do not provide voting or dividend rights until the units are vested and settled in shares of our common stock.

 

 

2022 Proxy Statement    19

For additional information on all 2021 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 “Executive Compensation Tables.”

Our NEOs also may receive equity grants at the time of hire or for recognition and retention, promotions or other purposes. The equity award value, vesting requirements and type of award for these ad hoc grants may vary depending on the purpose of the grant. In connection with Mr. Cardoso’s promotion to Executive Vice President and Chief Operating Officer, his annual target LTI award was increased to 150% of his annual base cash compensation. Accordingly, on May 28, 2021, Mr. Cardoso was granted 7,951 PSUs and 7,951 RSUs, with terms as described above.

2021 PSU Outcomes

In March 2022, the Compensation Committee determined, based on the Company’s 2021 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 2021 performance: (1) PSUs granted in 2019 and 2020, with 2021 performance goals based on Adjusted Financing EBITDA, taking into account permitted adjustments, and (2) PSUs granted in 2021, with 2021 performance goals based on Total Enrollment and Adjusted EBITDA Margin.

Accordingly, the 2021 tranche of the PSUs granted in 2019, 2020 and 2021 vested and were settled in shares of our common stock in March 2022.

Benefits

We provide various employee benefit programs to our 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 2021.

Severance Pay Arrangements and Retention/Bonus Transaction 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 “— Executive Compensation Tables — Potential Payments upon Termination or Change in Control.”

NEO Severance Arrangements.

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.

At the time Mr. Charhon was hired, the Compensation Committee determined that it was appropriate to authorize a written offer of employment that included a provision entitling him to a severance benefit in the event of a termination of employment without cause and other than for disability. Mr. Charhon resigned in April 2021 and accordingly was not eligible for severance benefits.

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 on May 28, 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. Pursuant to such agreement, Mr. Cardoso remains eligible to receive severance and equity acceleration benefits pursuant to his retention/transaction bonus agreement (described below) and any other applicable severance policy, provided, however, that any future severance will be reduced by the severance

 

 

20    Laureate Education, Inc.

amount he received in connection with his termination of employment with the Company’s Brazil subsidiary upon the Company’s sale of Brazil.

NEO Retention Bonus Agreements

In 2020, in connection with the Strategic Review, changes to severance arrangements were implemented through individual letter agreements that the Company entered into with certain executives, including the NEOs, and by amendment to the Executive Severance Plan.

The 2020 letter agreements provided that if an NEO 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 will 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 (2) all outstanding equity awards then held by the participant under the 2013 Plan will 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). In addition, the NEOs are eligible to receive a pro rata annual bonus (based on target) for the year of a qualifying termination of employment on or following a change in control under the Executive Severance Plan.

Further, the 2020 letter agreements provided for a cash retention bonus program contingent upon achieving key performance targets and is payable, if achieved, on the earlier of a change in control or the date on which our Board of Directors determines that the Strategic Review is complete. The amount of the retention bonus will be determined based on the applicable target amount for each NEO, which is 75% of the NEO’s 2020 base salary, the length of the Strategic Review and the total value to stockholders. For Messrs. Serck- Hanssen, Buskirk and Grace, the actual retention bonus amount will be adjusted up or down in a range of 0% to 200% of target based generally on total return to the Company’s stockholders and on the earlier of when our Board of Directors determines that the Strategic Review is ended and the date of the termination of the NEO (the “Valuation Date”) occurs. For Mr. Sinkfield, 50% of the actual retention bonus amount will be adjusted up or down in a range of 0% to 200% of target based generally on total return to the Company’s stockholders and when the Valuation Date occurs and 50% will be paid based on a prorated portion of target based on when the Valuation Date occurs. Under this program, if an NEO is terminated without “cause” or resigns with “good reason” before the end of the Strategic Review, then the NEO would be eligible to receive a lump sum pro rata award. As a result of his resignation from his position effective April 1, 2021, which was not for “good reason”, Mr. Charhon is not eligible for an award under the cash retention bonus program.

In December 2021, our Board of Directors determined, pursuant to the 2020 retention letter agreements, that the Valuation Date for purposes of determining the amount of 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, Grace and Sinkfield under such performance-based 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 retention letter agreements, the severance terms described above will continue for one year after the Valuation Date and will terminate on April 7, 2023.

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

During 2021, Mr. Cardoso was eligible for a regional retention/transaction bonus, under which a special bonus was payable upon the earlier of July 31, 2021 and the date of the closing of a transaction that resulted in the Company having sold all or substantially all of its interest in or assets of the Company’s Brazil segment. Mr. Cardoso earned such retention/transaction bonus as of May 28, 2021, the date of the closing of the sale of Brazil. The bonus was equal to $322,782, which was 75% of his 2019 base salary.

 

 

2022 Proxy Statement    21

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 NEO’s, 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;

 

•

a strong recoupment (“clawback”) policy;

 

•

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

 

•

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

 

•

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;

 

•

retaining an independent compensation consultant for the Compensation Committee;

 

•

capping annual incentive plan payouts;

 

•

stock ownership guidelines; and

 

•

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

Clawback Policy

Under the Company’s Executive Incentive Compensation Recoupment Policy, also known as a “clawback” 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.

 

 

22    Laureate Education, Inc.

In 2021, to further promote a culture of accountability within our organization and alignment between the interests of our senior management and our stockholders, we sought to develop even more robust clawback practices. After considering our compensation programs and reviewing current best practices, the Board adopted a new Incentive Compensation Clawback Policy that 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 new 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.

We plan to revise these clawback polices to be consistent with the final rules implementing the requirements of the Dodd-Frank Act.

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. Under GAAP, the cash AIP awards and performance-based equity awards result in “accrual” accounting, which means that the estimated payout of the award, along with any changes in that estimate, are recognized over the performance period. Our ultimate expense will equal the value earned by and paid to the executives. Therefore, the ultimate expense is not determinable until the end of the performance period.

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 investors.

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, 2021.

COMPENSATION COMMITTEE

Brian F. Carroll, Chair

Andrew B. Cohen

William L. Cornog

Pedro del Corro

Kenneth W. Freeman

George Muñoz

 

 

2022 Proxy Statement    23

Executive Compensation Tables

Summary Compensation Table

The following table sets forth information regarding the compensation of our NEOs for 2021, 2020 and 2019.

Summary Compensation Table

 

Name and Principal Position		Year				Salary ($)(1)				Bonus (2)				Stock Awards (3)				Option Awards (3)				Non-Equity  Incentive  Plan  Compensation   ($)(4)				All  Other  Compensation  ($)(5)				Total ($)
Eilif Serck-Hanssen President and Chief Executive Officer			2021 2020 2019				850,000 765,708 850,000				2,000,000 1,000,000 —				2,550,017 2,550,020 1,862,500				— — 621,075				1,906,611     988,975     1,689,589				12,309        12,159        12,009				7,318,937 5,316,862 5,035,173
Richard M. Buskirk Senior Vice President and Chief Financial Officer			2021				375,000				666,667				380,019				—				655,667				8,700				2,086,053
Marcelo Barbalho Cardoso(6) Executive Vice President and Chief Operating Officer			2021				423,654				350,000				516,554				—				941,552				519,216				2,750,975
Timothy P. Grace Chief Human Resources Officer			2021 2020 2019				500,000 462,812 500,000				400,000 — —				400,010 400,010 292,159				— 97,423				690,176     358,000     611,616				8,700        8,550        8,400				1,998,886 1,229,372 1,509,598
Richard H. Sinkfield III Chief Legal Officer and Chief Ethics & Compliance Officer			2021 2020				420,000 379,647				666,667 333,000				315,021 215,532				— —				543,514     231,103				8,700        8,550				1,953,902 1,167,832
Jean-Jacques Charhon Former Executive Vice President and Chief Financial Officer			2021 2020 2019				166,153 555,375 600,000				— — —				— 1,500,014 1,107,358				— — 369,203				—     537,000     917,424				13,468        8,550        8,400				179,621 2,600,939 3,002,385

 

(1)

For Messrs. Serck-Hanssen and Grace, salary rates in 2021 were unchanged from 2020, but 2020 rates reflected voluntary temporary salary reductions taken in light of the impact of the COVID-19 pandemic on the Company. Mr. Cardoso’s salary was prorated in 2021 based on the effective date of his promotion to Executive Vice President and Chief Operating Officer as of May 28, 2021. Mr. Sinkfield’s salary rate in 2021 was unchanged from 2020, but his 2020 rate was prorated based on the effective date of his July 2020 promotion to Chief Legal Officer and Chief Ethics & Compliance Officer. Mr. Charhon’s 2021 salary represents salary payments made through his termination of employment with the Company on April 9, 2021.

 

(2)

For 2021, the Compensation Committee granted additional cash bonuses to each of the NEOs (other than Mr. Charhon) in recognition of their significant respective contributions. See “—Compensation Discussion and Analysis — Additional Cash Bonuses.” Mr. Cardoso’s bonus is subject to repayment in full if Mr. Cardoso terminates his relationship with the Company before May 28, 2022.

 

(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, 2021.

 

(4)	For 2021, represents amounts earned under the 2021 AIP, and for Mr. Cardoso also includes the Cardoso Retention/Transaction Bonus of $322,782 earned upon the closing of the sale of our Brazil business.

 

(5)

For 2021, for Messrs. Serck-Hanssen, Buskirk, Grace and Sinkfield, includes $8,700 contributed pursuant to our 401(k) matching program and, for Mr. Serck-Hanssen, includes $3,609 for executive supplemental disability plan premiums. For Mr. Cardoso includes: $454,641 Brazil statutory and other severance payments made in connection with Mr. Cardoso’s termination of employment with the Company’s Brazil subsidiary upon the Company’s sale of its Brazil business on May 28, 2021, $35,372–annual car allowance, $15,856–health insurance premiums, $10,818–life insurance premiums, and miscellaneous amounts for meal vouchers and transportation. For Mr. Charhon in 2021, includes unused accrued vacation time in connection with his resignation.

 

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

 

 

24    Laureate Education, Inc.

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 2021, annual cash incentive awards were granted under the 2021 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 2021 AIP.

Additional Cash Bonuses.    In 2021, the Compensation Committee awarded additional cash bonuses to our NEOs to reward them for important contributions, efforts and leadership in connection with the Strategic Review and related initiatives. See “—Compensation Discussion and Analysis — Additional Cash Bonuses” for more information regarding these bonuses.

Long-Term Incentive Awards.    In 2021, 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.

 

•

PSUs. Two-thirds of the annual grant PSUs will be eligible to vest based upon achievement of the applicable performance goals (Adjusted EBITDA Margin and Total Enrollment) for each of fiscal year 2021 and 2022 and one third is time based and vests on March 15, 2024.

 

•

RSUs. The annual grant RSUs vest in three equal annual installments beginning on December 31, 2021.

 

 

2022 Proxy Statement    25

Grants of Plan-Based Awards in 2021

The following table sets forth information regarding grants of plan-based awards to our NEOs in 2021:

Grants of Plan-Based Awards

 

										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 ($/share)		Grant Date Fair Value of Stock and Option Awards ($)*
Name		Grant Date				Award Type				Thresh- old ($)				Target ($)				Maxi- mum ($)				Thresh- old (#)		Target (#)				Maxi- mum (#)
Eilif Serck-Hanssen							AIP	(1)			0				1,105,000				2,210,000			—			—			—			—			—		—			—
			4/02/21				PSUs				—				—				—			0			60,888			—			—			—		—			849,996
			4/02/21				RSUs				—				—				—			—			—			—			121,778			—		—			1,700,021
Richard M. Buskirk							AIP	(1)			0				380,000				760,000			—			—			—			—			—		—			—
			4/02/21				PSUs				—				—				—			0			9,074			—			—			—		—			126,673
			4/02/21				RSUs				—				—				—			—			—			—			18,148			—		—			253,346
Marcelo Barbalho Cardoso							AIP	(1)			0				353,115				706,230			—			—			—			—			—		—			—
			4/02/21				PSUs				—				—				—			0			6,786			—			—			—		—			94,733
			4/02/21				RSUs				—				—				—			—			—			—			13,574			—		—			189,493
			5/28/21				PSUs				—				—				—			0			5,300			—			—			—		—			77,433
			5/28/21				RSUs				—				—				—			—			—			—			10,602			—		—			154,895
Timothy P. Grace							AIP	(1)			0				400,000				800,000			—			—			—			—			—		—			—
			4/02/21				PSUs				—				—				—			0			9,551			—			—			—		—			133,332
			4/02/21				RSUs				—				—				—			—			—			—			19,103			—		—			266,678
Richard H. Sinkfield III							AIP	(1)			0				315,000				630,000			—			—			—			—			—		—			—
			4/02/21				PSUs				—				—				—			0			7,522			—			—			—		—			105,007
			4/02/21				RSUs				—				—				—			—						—			15,044			—		—			210,014
Jean-Jacques Charhon			—				—				—				—				—			—			—			—			—			—		—			—

 

*

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, 2021. The grant date fair value of RSUs includes the grant date fair value of the time-based portion of PSUs.

 

(1)	Represents the threshold, target and maximum payout opportunities under the 2021 AIP. See “—Compensation Discussion and Analysis —  Annual Incentive Plan” for more information regarding the 2021 AIP.

Outstanding Equity Awards at Fiscal Year-End

The following table provides information concerning unexercised options, PSUs and RSUs that were granted to our NEOs under our 2013 Plan and have not vested as of the end of 2021.

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 these unvested units. We computed the market value of stock unit awards by multiplying the fair market value of our common stock at December 31, 2021 ($12.24) by the number of units. Stock options generally have a ten-year term and must have an exercise price of no less than fair market value on the date of grant, which is the closing price of our common stock on Nasdaq on the date of grant. However, 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 December 2021 of $7.01 per share and $0.58 per share, respectively, the exercise prices of stock options were reduced by the distribution amounts. The value of our stock options to each grantee is entirely dependent on stock price appreciation beyond the date of grant and the ability to sell the shares acquired upon exercise of options.

 

 

26    Laureate Education, Inc.

Outstanding Equity Awards at Fiscal Year-End

 

						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			10/02/13				254,776			—		—		$	9.85				10/02/23				—				—				—				—
			6/14/17				57,937			—		—		$	10.30				6/14/27				—				—				—				—
			3/07/18				84,774			—		—		$	6.38				3/07/28				—				—				—				—
			3/06/19				102,657			—		—		$	7.31				3/06/29				—				—				27,777			$	339,990
			3/10/20				—			—		—			—				—				24,567			$	300,700				49,134			$	601,400
			4/02/21				—			—		—			—				—				91,334			$	1,117,928				60,888			$	745,269
Richard M. Buskirk			5/14/15				7,232			—		—		$	9.85				5/14/25				—				—				—				—
			5/02/16				2,803			—		—		$	9.85				5/02/26				—				—				—				—
			6/14/17				4,028			—		—		$	10.30				6/14/27				—				—				—				—
			3/07/18				5,825			—		—		$	6.38				3/07/28				—				—				—				—
			3/06/19				7,729			—		—		$	7.31				3/06/29				—				—				2,091			$	25,594
			3/10/20				—			—		—			—				—				1,887			$	23,097				3,774			$	46,194
			9/02/20				—			—		—			—				—				20,000			$	244,800				—				—
			4/02/21				—			—		—			—				—				13,611			$	166,599				9,074			$	111,066
Marcelo Barbalho Cardoso			9/13/12				18,000			—		—		$	24.33				9/13/22				—				—				—				—
			10/02/13				11,650			—		—		$	9.85				10/02/23				—				—				—				—
			6/14/17				2,776			—		—		$	10.30				6/14/27				—				—				—				—
			3/07/18				9,697			—		—		$	6.38				3/07/28				—				—				—				—
			3/06/19				13,656			—		—		$	7.31				3/06/29				—				—				3,695			$	45,227
			3/10/20				—			—		—			—				—				3,415			$	41,800				6,830			$	83,599
			4/02/21				—			—		—			—				—				10,181			$	124,615				6,786			$	83,061
			5/28/21				—			—		—			—				—				7,952			$	97,332				5,300			$	64,872
Timothy P. Grace			5/29/18				12,887			—		—		$	7.96				5/29/28				—				—				—				—
			3/06/19				16,103			—		—		$	7.31				3/06/29				—				—				4,357			$	53,330
			3/10/20				—			—		—			—				—				3,854			$	47,173				7,708			$	94,346
			4/02/21				—			—		—			—								14,328			$	175,375				9,551			$	116,904
Richard H. Sinkfield III			10/02/13				12,692			—		—		$	9.85				10/02/23				—				—				—				—
			3/04/15				1,293			—		—		$	9.85				3/04/25				—				—				—				—
			5/02/16				520			—		—		$	9.85				5/02/26				—				—				—				—
			6/14/17				1,457			—		—		$	10.30				6/14/27				—				—				—				—
			3/07/18				4,523			—		—		$	6.38				3/07/28				—				—				—				—
			3/06/19				5,642			—		—		$	7.31				3/06/29				—				—				1,526			$	18,678
			3/10/20				—			—		—			—				—				1,518			$	18,580				3,036			$	37,161
			9/11/20				—			—		—			—				—				728			$	8,911				1,455			$	17,809
			4/02/21				—			—		—			—				—				11,283			$	138,104				7,522			$	92,069
Jean-Jacques Charhon			—				—			—		—			—				—				—				—				—				—

 

 

2022 Proxy Statement    27

(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 PSUs with vesting dates as follows:

 

		3/15/22				12/31/22				12/31/23				3/15/24
Eilif Serck-Hanssen			—				55,011				30,445				30,445
Richard M. Buskirk			20,000				6,424				4,537				4,537
Marcelo Barbalho Cardoso			—				9,458				6,045				6,045
Timothy P. Grace			—				8,630				4,776				4,776
Richard H. Sinkfield III			—				6,007				3,761				3,761

 

(3)	Calculated based on the $12.24 closing price of our common stock on December 31, 2021.

 

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

 

		2021				2022
Eilif Serck-Hanssen			82,788				55,011
Richard M. Buskirk			8,515				6,424
Marcelo Barbalho Cardoso			13,153				9,458
Timothy P. Grace			12,986				8,630
Richard H. Sinkfield III			7,532				6,007

Option Exercises and Stock Vested During 2021

The following table includes certain information with respect to stock options exercised during fiscal year 2021 by the NEOs and the vesting of RSUs and PSUs held by NEOs during 2021.

Option Exercises and Stock Vested

 

		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			—				—				152,425			$	2,050,503
Richard M. Buskirk			—				—				13,590			$	179,572
Marcelo Barbalho Cardoso			—				—				21,980			$	292,332
Timothy P. Grace			—				—				23,614			$	317,343
Richard H. Sinkfield III			—				—				12,203			$	161,092
Jean-Jacques Charhon			19,947			$	12,966				37,689			$	548,752

 

(1)	Represents PSUs that vested on March 15, 2021, upon certification of the achievement of the applicable 2020 performance goals and RSUs that vested on December 31, 2021.

 

(2)

In addition, in connection with equitable adjustments made to outstanding equity awards as a result of special cash distributions paid by the Company to stockholders in October and December 2021 of $7.01 per share and $0.58 per share, respectively, the following cash dividend equivalent payments were made with respect to RSUs vesting on December 31, 2021: Mr. Serck-Hanssen–$522,951, Mr. Buskirk–$56,690, Mr. Cardoso–$85,805, Mr. Grace–$82,025, Mr. Sinkfield–$51,377.

 

(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. Charhon, assuming various termination of employment events, including on or following a change in control event, as of December 31, 2021. In the case of Mr. Charhon, because he resigned before December 31, 2021 and did not receive any separation benefits in connection with his departure, Mr. Charhon is excluded from this discussion.

 

 

28    Laureate Education, Inc.

Severance Payments

Messrs. Serck-Hanssen, Buskirk, Cardoso and Grace are entitled to severance payments under the 2020 retention letter or retention/transaction agreements entered into in connection with the Strategic Review, and, with respect to Mr. Sinkfield, 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 sale of our Brazil business on May 28, 2021. See “—Compensation Discussion and Analysis—Severance Pay Arrangements and Retention/Bonus Transaction Agreements” for more information.

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 or following the Strategic Review). 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 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.

The 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, the 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 or following the Strategic Review. 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 2020 retention letter agreements executed by the Company with each NEO (other than Mr. Sinkfield, who is subject to the amended terms of the Executive Severance Plan), in the event that either prior to the end of the Strategic Review or during the 12-month period on or following the end of the Strategic Review 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 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.

 

 

2022 Proxy Statement    29

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.

Equity Treatment

Under the equity awards granted to NEOs under the 2013 Plan, 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 in connection with the Strategic Review). 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 Strategic Review. If, during the Strategic Review or the 12-month period after our Board of Directors determines that the Strategic Review is completed 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.

 

 

30    Laureate Education, Inc.

The table below reflects potential payments to each of our NEOs, other than Mr. Charhon, assuming various termination of employment events as of December 31, 2021. For stock valuations, we have assumed that the price per share is the closing price of our common stock as of December 31, 2021, which was $12.24. 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.

Potential Payments Upon Termination or Change in Control

 

Name		Benefit		Without Cause/Good Reason Termination During Strategic Review				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)		$	78,310				—			$	78,310
		Cash Retention Bonus(3)			—				—				—
		Acceleration of RSU vesting(4)		$	1,418,628				—			$	1,418,628
		Acceleration of PSU vesting(5)		$	1,686,659			$	1,013,325			$	1,686,659
		Total		$	7,093,597			$	1,013,325			$	7,093,597
Richard M. Buskirk		Cash Severance(6)		$	1,140,000				—			$	1,140,000
		Benefits(2)		$	25,000				—			$	25,000
		Cash Retention Bonus(3)			—				—				—
		Acceleration of RSU vesting(4)		$	434,496				—			$	434,496
		Acceleration of PSU vesting(5)		$	182,854			$	104,224			$	182,854
		Total		$	1,782,350			$	104,224			$	1,782,350
Marcelo Barbalho Cardoso		Cash Severance(6)(7)		$	604,704				—			$	604,704
		Benefits(2)		$	25,000				—			$	25,000
		Acceleration of RSU vesting(4)		$	263,747				—			$	263,747
		Acceleration of PSU vesting(5)		$	276,759			$	160,993			$	276,759
		Total		$	1,170,210			$	160,993			$	1,170,210
Timothy P. Grace		Cash Severance(6)		$	1,350,000				—			$	1,350,000
		Benefits(2)		$	61,380				—			$	61,380
		Cash Retention Bonus (3)			—				—				—
		Acceleration of RSU vesting(4)		$	222,548				—			$	222,548
		Acceleration of PSU vesting(5)		$	264,580			$	158,949			$	264,580
		Total		$	1,898,508			$	158,949			$	1,898,508
Richard H. Sinkfield III		Cash Severance		$	735,000	(8)			—			$	1,102,500	(6)
		Benefits(2)		$	60,540				—			$	78,310
		Cash Retention Bonus(3)		$	251,563				—			$	251,563
		Acceleration of RSU vesting(4)		$	165,595				—			$	165,595
		Acceleration of PSU vesting(5)		$	165,717			$	92,192			$	165,717
		Total		$	1,378,415			$	92,192			$	1,763,685

 

(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, 2021, 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 2021.

 

(2)

Includes the cost of group medical insurance coverage to the NEO to the same extent as the Company pays for such coverage for similarly situated executives and the estimated cost of outplacement services for nine months. For Messrs. Buskirk and Cardoso, includes only the estimated cost of outplacement services for nine months.

 

(3)

Represents the cash retention bonus the NEO is entitled to under the terms of such NEO’s 2020 retention letter agreement with the Company. For Messrs. Serck-Hanssen, Buskirk and Grace, their actual cash retention bonus is adjusted up or down based on the total return to the Company’s stockholders. For Mr. Sinkfield, 50% of his cash retention bonus is adjusted up or down based on the total return to the Company’s stockholders and 50% is determined based on the number of full months elapsed from January 27, 2020 through the valuation date.

 

(4)

For termination due to death or disability, the terms of the RSUs provide that any unvested RSUs that would, but for such termination, have vested on the next scheduled vesting date would vest as of the termination date. Because the information in this table assumes such termination due to death or disability occurred as of December 31, 2021, there is no such acceleration of RSUs. For termination due to change in control plus qualifying termination, amounts assume that the individual’s awards of RSUs 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”.

 

 

2022 Proxy Statement    31