LAUREATE EDUCATION, INC., DEF 14A filed on 4/11/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name LAUREATE EDUCATION, INC.
Entity Central Index Key 0000912766
v3.25.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation
S-K,
we are providing the following information about the relationship between executive “compensation actually paid” (“CAP”) and certain financial performance of the Company. CAP is calculated pursuant to SEC rules but does not represent amounts that have been actually earned or realized by our NEOs. For further information concerning the Company’s
pay-for-performance
philosophy and how the Company aligns executive compensation with the Company’s performance, see “Executive Compensation — Compensation Discussion and Analysis.”
 
Year
(1)
  
 


 
Summary
Compensation
Table Total for
PEO($)(2)
 
 
 
 
  
 

 
Compensation
Actually Paid
to PEO($)(3)
 
 
 
  
 




 
Average
Summary
Compensation
Table Total for
Non-PEO

NEOs($)(2)
 
 
 
 
 
 
  
 



 
Average
Compensation
Actually Paid
to
Non-PEO

NEOs($)(3)
 
 
 
 
 
  
Value of Initial Fixed $100
Investment Based On:(4)
 
  
Net Income
(millions)($)(6)
  
Adjusted 
EBITDA
Margin
(%)(7)
 
Total
Shareholder
Return($)
 
  
Peer Group Total
Shareholder
Return($)(5)
 
               
2024
     4,951,670       6,894,529       2,775,318       3,149,436     223.24   87.23    296.4   28.7
               
2023
     4,463,266       6,173,336       1,583,996       1,909,643     167.34   81.33    107.3   28.2
               
2022
     4,976,832       3,994,970       1,703,975       1,582,065     111.41   57.27      69.0   27.3
               
2021
     7,318,937       6,650,959       1,793,888       1,444,527     123.61   54.06    203.8   23.3
               
2020
     5,316,862       4,246,567       1,621,301       1,290,355      82.68   72.18    (618.7)   20.1
 
(1)
The Principal Executive Officer (“PEO”) in all years presented was Eilif Serck-Hanssen. The individuals comprising the
non-PEO
NEOs were as follows: for 2024—Richard Buskirk, Leslie Brush, Marcelo Barbalho Cardoso and Richard Sinkfield; for 2023—Richard Buskirk, Marcelo Barbalho Cardoso and Richard Sinkfield; for 2022—Richard Buskirk, Marcelo Barbalho Cardoso, Richard Sinkfield and Timothy Grace; for 2021—Richard Buskirk, Marcelo Barbalho Cardoso, Timothy Grace, Richard Sinkfield and Jean-Jacques Charhon; and for 2020, Jean-Jacques Charhon, Timothy Grace, Richard Sinkfield and Paula Singer.
 
(2)
Amounts reported in these columns represent, for the applicable year, (i) the total compensation reported
in
the Summary Compensation Table for the PEO and (ii) the average of the total compensation reported in the Summary Compensation Table for the
non-PEO
NEOs.
 
(3)
To calculate the amounts in the CAP to our PEO and
non-PEO
NEOs in the table above according to SEC reporting rules, the following adjustments were made to the total compensation reported in the 2024 Summary Compensation Table. Our NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below. Additionally, the value of dividends or other earnings paid on equity awards are not included as such amounts are reflected in the fair value of awards and are only paid upon vesting.
 
Year
NEOs
Summary
Compensa-
tion Table
Total ($)
Fair Value
of Stock
Awards as
Reported
in SCT ($)
Year-End

Fair Value
of Awards
Granted in
Current
Year that
Remain
 Outstanding 
and
Unvested as
of Year End
($)
Change in
Fair Value
of Awards
Granted in
Prior Years
that Remain
 Outstanding 
and
Unvested as
of Year End
($)
Fair
Value
of
Awards
Granted
and
Vested
in the
Year ($)
Change
in Fair
Value of
Awards
Granted
in Prior
Years
that
Vested
in the
Year ($)
Fair Value
at Year
End of
Awards
Granted in
Prior
Years that
Failed to
Meet
Vesting
 Conditions 
in the Year
($)
 Compensation 
Actually
Paid ($)
2024 
PEO
Non-PEO NEOs
  
4,951,670
2,775,318
  
 
(2,640,015
(1,661,079
 )
)
  
3,178,381
1,940,720
  
 
631,724
85,099
  
 
628,370
95,973
  
 
144,399
13,372
  
 
—
(99,967)
  
 
6,894,529
3,149,436
  
 
(4)
Represents the value of a hypothetical $100 investment beginning at market close on December 31, 2019, assuming
reinvestment
of
dividends
.
 
(5)
The peer group used for this purpose, as used in our performance graph pursuant to Item 201(e) of Regulation
S-K
contained in our Annual Report on Form
10-K,
consists of Adtalem Global Education, Inc. (ATGE), Anima Holdings S.A. (ANIM3), Cogna Educação S.A. (COGN3), Grand Canyon Education, Inc. (LOPE), Strategic Education, Inc. (STRA) and YDUQS Participacoes S.A. (YDUQ3).
 
(6)
Reflects the dollar amount of net income reported in our audited financial
statements
for the applicable year.
 
(7)
Adjusted EBITDA
Margin is defined as Adjusted EBITDA divided by revenue. Adjusted EBITDA, a
non-GAAP
financial measure, is defined as net income (loss), before (income) loss from discontinued operations, net of tax, equity in net (income) loss of affiliates, net of tax, income tax expense (benefit), (gain) loss on disposal of subsidiaries, net, foreign currency exchange (gain) loss, net, other (income) expense, net, interest expense, interest income and loss on debt extinguishment, plus depreciation and amortization, share-based compensation expense, and loss on impairment of assets.
       
Company Selected Measure Name Adjusted EBITDA Margin        
Named Executive Officers, Footnote The Principal Executive Officer (“PEO”) in all years presented was Eilif Serck-Hanssen. The individuals comprising the
non-PEO
NEOs were as follows: for 2024—Richard Buskirk, Leslie Brush, Marcelo Barbalho Cardoso and Richard Sinkfield; for 2023—Richard Buskirk, Marcelo Barbalho Cardoso and Richard Sinkfield; for 2022—Richard Buskirk, Marcelo Barbalho Cardoso, Richard Sinkfield and Timothy Grace; for 2021—Richard Buskirk, Marcelo Barbalho Cardoso, Timothy Grace, Richard Sinkfield and Jean-Jacques Charhon; and for 2020, Jean-Jacques Charhon, Timothy Grace, Richard Sinkfield and Paula Singer. 		       
Peer Group Issuers, Footnote The peer group used for this purpose, as used in our performance graph pursuant to Item 201(e) of Regulation
S-K
contained in our Annual Report on Form
10-K,
consists of Adtalem Global Education, Inc. (ATGE), Anima Holdings S.A. (ANIM3), Cogna Educação S.A. (COGN3), Grand Canyon Education, Inc. (LOPE), Strategic Education, Inc. (STRA) and YDUQS Participacoes S.A. (YDUQ3). 		       
PEO Total Compensation Amount $ 4,951,670 $ 4,463,266 $ 4,976,832 $ 7,318,937 $ 5,316,862
PEO Actually Paid Compensation Amount $ 6,894,529 6,173,336 3,994,970 6,650,959 4,246,567
Adjustment To PEO Compensation, Footnote
(3)
To calculate the amounts in the CAP to our PEO and
non-PEO
NEOs in the table above according to SEC reporting rules, the following adjustments were made to the total compensation reported in the 2024 Summary Compensation Table. Our NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below. Additionally, the value of dividends or other earnings paid on equity awards are not included as such amounts are reflected in the fair value of awards and are only paid upon vesting.
 
Year
NEOs
Summary
Compensa-
tion Table
Total ($)
Fair Value
of Stock
Awards as
Reported
in SCT ($)
Year-End

Fair Value
of Awards
Granted in
Current
Year that
Remain
 Outstanding 
and
Unvested as
of Year End
($)
Change in
Fair Value
of Awards
Granted in
Prior Years
that Remain
 Outstanding 
and
Unvested as
of Year End
($)
Fair
Value
of
Awards
Granted
and
Vested
in the
Year ($)
Change
in Fair
Value of
Awards
Granted
in Prior
Years
that
Vested
in the
Year ($)
Fair Value
at Year
End of
Awards
Granted in
Prior
Years that
Failed to
Meet
Vesting
 Conditions 
in the Year
($)
 Compensation 
Actually
Paid ($)
2024 
PEO
Non-PEO NEOs
  
4,951,670
2,775,318
  
 
(2,640,015
(1,661,079
 )
)
  
3,178,381
1,940,720
  
 
631,724
85,099
  
 
628,370
95,973
  
 
144,399
13,372
  
 
—
(99,967)
  
 
6,894,529
3,149,436
  
       
Non-PEO NEO Average Total Compensation Amount $ 2,775,318 1,583,996 1,703,975 1,793,888 1,621,301
Non-PEO NEO Average Compensation Actually Paid Amount $ 3,149,436 1,909,643 1,582,065 1,444,527 1,290,355
Adjustment to Non-PEO NEO Compensation Footnote
(3)
To calculate the amounts in the CAP to our PEO and
non-PEO
NEOs in the table above according to SEC reporting rules, the following adjustments were made to the total compensation reported in the 2024 Summary Compensation Table. Our NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below. Additionally, the value of dividends or other earnings paid on equity awards are not included as such amounts are reflected in the fair value of awards and are only paid upon vesting.
 
Year
NEOs
Summary
Compensa-
tion Table
Total ($)
Fair Value
of Stock
Awards as
Reported
in SCT ($)
Year-End

Fair Value
of Awards
Granted in
Current
Year that
Remain
 Outstanding 
and
Unvested as
of Year End
($)
Change in
Fair Value
of Awards
Granted in
Prior Years
that Remain
 Outstanding 
and
Unvested as
of Year End
($)
Fair
Value
of
Awards
Granted
and
Vested
in the
Year ($)
Change
in Fair
Value of
Awards
Granted
in Prior
Years
that
Vested
in the
Year ($)
Fair Value
at Year
End of
Awards
Granted in
Prior
Years that
Failed to
Meet
Vesting
 Conditions 
in the Year
($)
 Compensation 
Actually
Paid ($)
2024 
PEO
Non-PEO NEOs
  
4,951,670
2,775,318
  
 
(2,640,015
(1,661,079
 )
)
  
3,178,381
1,940,720
  
 
631,724
85,099
  
 
628,370
95,973
  
 
144,399
13,372
  
 
—
(99,967)
  
 
6,894,529
3,149,436
  
       
Compensation Actually Paid vs. Total Shareholder Return
LOGO
       
Compensation Actually Paid vs. Net Income
LOGO
       
Compensation Actually Paid vs. Company Selected Measure
LOGO
       
Total Shareholder Return Vs Peer Group
LOGO
       
Tabular List, Table
The following
financial
and
non-financial
performance measures represent the most important performance measures used to link CAP to our NEOs for 2024 and company performance. The measures in this list are not ranked.
 
  •  
Adjusted EBITDA Margin
 
  •  
Adjusted Financing EBITDA
 
  •  
Revenue
 
  •  
Unlevered Free Cash Flow
 
  •  
New Enrollment
 
  •  
Total Enrollment
Please see “Executive Compensation – Compensation Discussion and Analysis” for more information on these measures and how they are taken into account in determining compensation for each of our NEOs.
       
Total Shareholder Return Amount $ 223.24 167.34 111.41 123.61 82.68
Peer Group Total Shareholder Return Amount 87.23 81.33 57.27 54.06 72.18
Net Income (Loss) $ 296,400,000 $ 107,300,000 $ 69,000,000 $ 203,800,000 $ (618,700,000)
Company Selected Measure Amount 0.287 0.282 0.273 0.233 0.201
PEO Name Eilif Serck-Hanssen        
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted EBITDA Margin        
Non-GAAP Measure Description
Adjusted EBITDA
Margin is defined as Adjusted EBITDA divided by revenue. Adjusted EBITDA, a
non-GAAP
financial measure, is defined as net income (loss), before (income) loss from discontinued operations, net of tax, equity in net (income) loss of affiliates, net of tax, income tax expense (benefit), (gain) loss on disposal of subsidiaries, net, foreign currency exchange (gain) loss, net, other (income) expense, net, interest expense, interest income and loss on debt extinguishment, plus depreciation and amortization, share-based compensation expense, and loss on impairment of assets. 		       
Measure:: 2          
Pay vs Performance Disclosure          
Name Adjusted Financing EBITDA        
Measure:: 3          
Pay vs Performance Disclosure          
Name Revenue        
Measure:: 4          
Pay vs Performance Disclosure          
Name Unlevered Free Cash Flow        
Measure:: 5          
Pay vs Performance Disclosure          
Name New Enrollment        
Measure:: 6          
Pay vs Performance Disclosure          
Name Total Enrollment        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (2,640,015)        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,178,381        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 631,724        
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 628,370        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 144,399        
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,661,079)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,940,720        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 85,099        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 95,973        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 13,372        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (99,967)        
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true