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Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Soliciting Material under §240.14a-12
Laureate Education, Inc.
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Additional Materials |
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Soliciting Material under §240.14a-12
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(Name of Registrant as Specified In Its Charter)
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Laureate Education, Inc. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Aggregate number of securities to which transaction applies:
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We cordially invite you to attend the
20182021 Annual Meeting of Stockholders of Laureate Education, Inc.
(“Laureate”) to be held on Wednesday, May
23, 2018,26, 2021, at 10:00 a.m., Eastern Daylight
Time,Time. This year’s meeting will be a completely virtual meeting. Our virtual stockholder meeting format will use technology designed to increase stockholder access, save Laureate and our stockholders time and money, provide to our stockholders the rights and opportunities to participate in the virtual meeting similar to what they would have at
an in-person meeting, and enable increased stockholder attendance and participation because stockholders can participate from any location around the
AMA New York Executive Conference Center, located at 1601 Broadway, New York, New York 10019.world. In addition to online attendance, we will provide stockholders with the opportunity to hear all portions of the official meeting, submit written questions and comments during the meeting, and vote online during the open poll portion of the meeting. You may attend the meeting, vote your shares and submit questions electronically during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/LAUR2021.
The attached Notice of
20182021 Annual Meeting and proxy statement describe the business
that we will conduct at the
20182021 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:
1.
To elect a Board of thirteen (13)ten (10) directors, as named herein, each of whom shall hold office for a term of one year, expiring at the annual meeting in 2019,2022, and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal.
2.
2.To hold an advisory vote to approve named executive officer compensation.
3.
3.To ratify the appointment of PricewaterhouseCoopers LLP as Laureate'sLaureate’s independent registered public accounting firm for the year ending December 31, 2018.2021.
4.
4.To hold an advisory vote on the frequency of future advisory votes on executive compensation.
5.To transact such other business as may properly come before the
20182021 Annual Meeting and any adjournments thereof.
Please
take the time to 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.In order to To ensure that your shares are represented at the 20182021 Annual Meeting, whether you plan to virtually attend or not, please vote in accordance with the enclosed instructions. You can vote your shares by telephone, electronically via the Internet or by completing and returning the encloseda proxy card or vote instruction form.form, if you have received one. If you vote using the encloseda proxy card or vote instruction form, you must sign, date and mail the proxy card or vote instruction form, inusing the enclosed envelope.envelope accompanying the card or form. If you decide to attend the 20182021 Annual Meeting and wish to modify your vote, you may revoke your proxy and vote in person via attendance at the 20182021 Annual Meeting.
Thank you for your continued interest in
Laureate Education, Inc. We look forward to seeing you at the meeting.Laureate.
Douglas L. Becker
Chairman of the Board of Directors
The proxy statement is dated April 13, 2018,16, 2021, and is first being made available to stockholders on or about April 13, 2018.16, 2021.
The 20182021 Annual Meeting of Stockholders of Laureate Education, Inc., a public benefit corporation formed under the laws of Delaware, will be held onWednesday, May 23, 2018,26, 2021, at 10:00 a.m., Eastern Daylight Time, via a virtual meeting that will be webcast live and accessed at
, at theAMA New York Executive Conference Center, located at 1601 Broadway, New York, New York 10019www.virtualshareholdermeeting.com/LAUR2021 for the following purposes:
1.
To elect a Board of thirteen (13)ten (10) directors, as named herein, each of whom shall hold office for a term of one year, expiring at the annual meeting in 2019,2022, and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal.
2.
2.To hold an advisory vote to approve named executive officer compensation.
3.
3.To ratify the appointment of PricewaterhouseCoopers LLP as Laureate'sLaureate’s independent registered public accounting firm for the year ending December 31, 2018.2021.
4.
4.To hold an advisory vote on the frequency of future advisory votes on executive compensation.
5.To transact such other business as may properly come before the
20182021 Annual Meeting and any adjournments thereof.
The Proxy Statement accompanying this Notice describes each of these items in detail. The Proxy Statement contains other important information that you should read and consider before you vote.
The Board of Directors has fixed the close of business on March
28, 201829, 2021 as the record date for the
20182021 Annual Meeting. Only the holders of record of our Class A common stock or Class B common stock as of the close of business on the record date are entitled to notice of, and to vote at, the
20182021 Annual Meeting
webcast and any
adjournmentadjournments thereof. A list of the holders of record of our Class A common stock and Class B common stock will be available at the
20182021 Annual Meeting
webcast and, during the 10 days prior to the
20182021 Annual Meeting
webcast, at the offices of our corporate headquarters located at 650 S. Exeter Street, Baltimore, Maryland 21202.
Laureate is furnishing proxy materials to
itscertain stockholders through the Internet as permitted under the rules of the Securities and Exchange Commission. Under these rules, many stockholders will receive a Notice of Internet Availability of Proxy Materials instead of a paper copy of the Notice of Annual Meeting of Stockholders and Proxy Statement, our proxy card, and our Annual Report to Stockholders. We believe
that this process gives us the opportunity to serve you more efficiently by making the proxy materials available quickly online and reducing costs associated with printing and postage. Stockholders who do not receive a Notice of Internet Availability of Proxy Materials will receive a paper copy of the proxy materials by mail.
You can vote your shares of Class A common stock or Class B common stock by telephone, electronically via the Internet or by completing and returning the encloseda proxy card or vote instruction form.form if you have received one. If you vote using the encloseda proxy card or vote instruction form, you must sign, date and mail the proxy card, using the envelope accompanying the card or vote instruction form in the enclosed envelope.form. If you decide to attend
Table of Contents
the 20182021 Annual Meeting webcast and wish to modify your vote, you may revoke your proxy and vote in person via attendance at the 20182021 Annual Meeting.Meeting webcast.
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| | | BY ORDER OF THE BOARD OF DIRECTORS: |
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| | Baltimore, Maryland
April 13, 201816, 2021 |
| | Leslie S. Brush
Victoria E. Silbey
Senior Vice President, Secretary,Assistant General Counsel and Chief Legal OfficerSecretary | |
2021 ANNUAL MEETING OF STOCKHOLDERS| | | |
| Date and Time: | | | May 23, 201826, 2021
10:00 a.m., Eastern Daylight Time | |
Place: |
Place: |
AMA New York Executive Conference Center,
1601 Broadway, New York, New York 10019 | | Virtual Meeting via live webcast at www.virtualshareholdermeeting.com/LAUR2021 | |
| Record Date: |
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| March 28, 201829, 2021 | |
Voting Matters and Board Recommendation
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| | Proposal Description | | | | | Board Vote
Recommendation | | | | | Page Number
with More
Information | |
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| | Proposal 1 | | | Election of 13 Directors10 directors named herein | | "FOR" | “FOR” all nominees | | | 6 | |
| Proposal 2 |
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| Advisory vote to approve NEOon executive compensation |
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"FOR" |
“FOR” |
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64 |
50 | |
| Proposal 3 |
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| RatifyRatification of the appointment of
PricewaterhouseCoopers LLP as Laureate'sLaureate’s independent
registered public accounting firm |
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"FOR" |
“FOR” |
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65 |
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Proposal 451 |
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Advisory vote on the frequency of future advisory votes on executive compensation |
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"1 YEAR" |
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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'sLaureate’s Annual Report on Form 10-K for additional information.
PROXY STATEMENT FOR THE LAUREATE EDUCATION, INC.
20182021 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 23, 201826, 2021
This Proxy Statement is being furnished to the holders of the Class A common stock and Class B common stock of Laureate Education, Inc., a Delaware public benefit corporation
("Laureate"(“Laureate”), in connection with the solicitation by our Board of Directors of proxies to be voted at the
20182021 Annual Meeting of Stockholders of Laureate (the
"2018“2021 Annual
Meeting"Meeting”) to be held on
Wednesday, May 23, 2018,26, 2021, at10:00 a.m., Eastern Daylight Time,, via a virtual meeting that will be webcast live and accessed at theAMA New York Executive Conference Center, located at 1601 Broadway, New York, New York 10019,www.virtualshareholdermeeting.com/ LAUR2021, or at any adjournment of the 2018 Annual Meeting,adjournments thereof, for the purposes set forth in the accompanying Notice of 20182021 Annual Meeting. The principal executive offices of Laureate are located at 650 S. Exeter Street, Baltimore, Maryland 21202. TheOn or about April 16, 2021, our proxy materials or the Notice of Internet Availability of Proxy Materials, is firstas applicable, are being mailed, and this Proxy Statement and the other proxy materials are first being made available via the Internet free of charge atwww.proxyvote.com, on or about April 13, 2018 to all stockholders entitled to notice of, and to vote at, the 20182021 Annual Meeting.Meeting webcast. At the close of business on March 28, 2018,29, 2021, the record date for the 20182021 Annual Meeting, there were 55,111,486122,536,715 shares of Class A common stock and 132,384,10673,544,083 shares of Class B common stock, respectively, outstanding and entitled to notice of and to vote at the 20182021 Annual Meeting.Meeting webcast. Only the holders of record of our Class A common stock and Class B common stock as of the close of business on the record date are entitled to notice of, and to vote at, the 20182021 Annual Meeting webcast and any adjournmentadjournments thereof. We also will begin mailing paper copies of our proxy materials to stockholders who requested them on or about April 13, 2018.If a stockholder executes and returns
the encloseda proxy card or vote instruction form or submits vote instructions to us by telephone or via the Internet, the stockholder may nevertheless revoke the proxy at any time prior to its use by filing with the Secretary of Laureate a written revocation or a duly executed proxy bearing a later date or by submitting revised vote instructions to us by telephone or via the Internet prior to 11:59 p.m. EDT on Tuesday, May
22, 2018,25, 2021, in accordance with the instructions on the accompanying proxy card or vote instruction form. A stockholder who attends the
20182021 Annual Meeting
in personvia webcast may revoke his or her proxy at that time and vote in person
via attendance at the virtual meeting if so desired.
Unless revoked or unless contrary instructions are given, each proxy that is properly signed, dated and returned or authorized by telephone or via the Internet in accordance with the instructions on the
enclosed proxy card or vote instruction form prior to the start of the
20182021 Annual Meeting
webcast will be voted as indicated on the proxy card or vote instruction form or via telephone or the Internet and if no indication is made, each such proxy will be deemed to grant authority to vote, as applicable:
PROPOSAL 1: FOR the election of Douglas L. Becker, Brian F. Carroll, Andrew B. Cohen, William L. Cornog, Pedro del Corro, Michael J. Durham, Kenneth W. Freeman, George Muñoz, Dr. Judith Rodin, Eilif Serck-Hanssen, and Ian K. Snow, Steven M. Taslitz, and Quentin Van Doosselaere, each of whom shall hold office for a term of one year, expiring at the annual meeting in 2019,2022, and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal. PROPOSAL 2: FOR the advisory vote to approve named executive officer compensation. PROPOSAL 3: FOR ratification of the appointment of PricewaterhouseCoopers LLP as Laureate'sLaureate’s independent registered public accounting firm for the year ending December 31, 2018.2021.
Table of ContentsPROPOSAL 4: 1 YEAR forIn the advisory vote ondiscretion of the frequency of future advisory votes on executive compensation.
PROPOSAL 5: FORproxies with respect to the transaction of such other business as may properly come before the 20182021 Annual Meeting webcast and any adjournments thereof.
OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "“FOR"” THE ELECTION OF EACH OF THE NOMINEES LISTED UNDER PROPOSAL 1, "“FOR"” THE ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION UNDER PROPOSAL 2, "AND “FOR"” THE RATIFICATION OF AUDITORS UNDER PROPOSAL 3, AND "3.1 YEAR" FOR THE ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION UNDER PROPOSAL 4.
Table of Contents
TABLE OF CONTENTS
TABLE OF CONTENTS
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| | | | | i | | |
| | QUESTIONS AND ANSWERS ABOUT THE 20182021 ANNUAL MEETING | | | | | 1 | | |
| | PROPOSAL 1: ELECTION OF DIRECTORS | | | | | 6 | | |
| | Recommendation of our Board of Directors | | | | | 76 | | |
| | Nominees for Election to the Board of Directors | | | | | 76 | | |
| | | | | | | 9 Board Committees
| | 12 |
| | | | | | | 9 | | |
| | | | | | | 9 | | |
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| | | | | | | 13 | | |
| | Delinquent Section 16(a) Beneficial Ownership Reporting Compliance Reports | | | | | 13 | | |
| | | | | | | 14 | | |
| | Compensation Discussion and Analysis | | | | | 14 | | |
| | | | | | | 26 Corporate 2017 AIP
| | 28 |
| | | | | | | 27 Tax and Accounting Implications
| | 32 |
| | Summary Compensation Table | | | | | 3227 | | |
| | Grants of Plan-Based Awards in 2017 | | | | | 3428 | | |
| | Outstanding Equity Awards at 2017 Year End Fiscal Year-End | | | | | 3629 | | |
| | Option Exercises and Restricted Stock Vested During Fiscal 2017 | | | | | 3731 | | |
2017 Pension Benefits
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2017 Nonqualified Deferred Compensation
| | | | | 3831 | | |
| | Potential Payments Uponupon Termination or Change in Control | | | | | 3932 | | |
| | | | | | | 36 DIRECTOR COMPENSATION
| | 47 |
| | | | | | | 38 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION DECISIONS
| | 50 |
| | | | | | | 40 REPORT OF THE COMPENSATION COMMITTEE
| | 51 |
REPORT OF THE AUDIT COMMITTEE
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | | | | | 5241 | | |
| | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE | | | | | 6048 | | |
| | | | | | | 48 | | |
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| | | | | | | 6450 | | |
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| | | | | | | 6551 | | |
| | | | | | | 51 Recommendation
| | 65 |
| | | | | | | 51 | | |
| | | | | | | 51 | | |
| | | | | | | 6552 | | |
| | Audit Committee Pre-approval of Service of Independent Registered Public Accounting Firm | | | | | 6652 | | |
| | | | | | | 53 PROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION ("SAY-ON-FREQUENCY")
| | 67 |
ANNUAL REPORT
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COMMUNICATIONS WITH THE BOARD OF DIRECTORS | | | | | 6853 | | |
| | DEADLINES FOR SUBMITTING STOCKHOLDER PROPOSALS FOR THE 20192022 ANNUAL MEETING | | | | | 6853 | | |
| | HOUSEHOLDING OF PROXY MATERIALS | | | | | 6854 | | |
| | | | | | | 6954 | | |
i
QUESTIONS AND ANSWERS ABOUT THE 20182021 ANNUAL MEETING
Q:
Why did I receive these materials?
A:
We are making this Proxy Statement available to you on or around April 13, 201816, 2021 because the Board of Directors is soliciting your proxy to vote at the 20182021 Annual Meeting to be held onWednesday, May 23, 2018,26, 2021, at10:00 a.m., Eastern Daylight Time,, via a virtual meeting that will be webcast live and accessed at theAMA New York Executive Conference Center, located at 1601 Broadway, New York, New York 10019,www.virtualshareholdermeeting.com/LAUR2021, or at any adjournmentadjournments thereof. The information provided in this Proxy Statement is for your use in deciding how to vote on the proposals described below.
Q:
Who is entitled to attend and vote at the Annual Meeting?
A:
You can attend and vote at the 20182021 Annual Meeting webcast if, as of the close of business on March 28, 2018,29, 2021, the record date for the 20182021 Annual Meeting, you were a stockholder of record of Laureate'sLaureate’s Class A common stock or Class B common stock. As of the record date, there were 55,111,486122,536,715 shares of our Class A common stock and 132,384,10673,544,083 shares of our Class B common stock outstanding.
To attend and participate in the 2021 Annual Meeting webcast, you will need the 16-digit control number included in your Notice and Access Card, on your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in street name, you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. The meeting webcast will begin promptly at 10:00 a.m., Eastern Daylight Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:45 a.m., Eastern Daylight Time, and you should allow ample time for the check-in procedures.
Q:
What is the difference between being a registered stockholder and holding shares in street name?
A:
A registered stockholder holds shares in his or her name. Shares held in street name means that shares are held in the name of a bank, broker or other nominee on the holder’s behalf.
Q:
What do I do if my shares are held in street name?
A:
If your shares are held in a brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in street name. The Notice and Access Card or the proxy materials, if you elected to receive a hard copy, has been forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by following their instructions for voting. Please refer to information from your bank, broker or other nominee on how to submit your voting instructions.
Q:
What are the voting rights of each class of stock?
A:
For each proposal, stockholders are entitled to cast one vote for each share of Class A common stock held as of the record date and 10 votes for each share of Class B common stock held as of the record date. There are no cumulative voting rights.
Q:
How do I gain admission toattend and vote at the Annual Meeting?
A:
If
We will be hosting the 2021 Annual Meeting live via audio webcast. Any stockholder can attend the 2021 Annual Meeting live online by accessing www.virtualshareholdermeeting.com/LAUR2021. You will need to obtain your own Internet access if you
are aregistered stockholder, you must bring with youchoose to virtually attend the Notice of Internet Availability of Proxy Materials and a government-issued photo identification (such as a valid driver's license or passport) to gain admission to the 20182021 Annual Meeting. If you did not receivewere a Noticestockholder as of Internet Availability of Proxy Materials, please call our Investor Relations Department at (410) 843-6100 to request admission to the meeting.IfRecord Date, or you hold your shares instreet name and wanta valid proxy for the 2021 Annual Meeting, you can vote at the 2021 Annual Meeting. A summary of the information that you need to attend the 20182021 Annual Meeting webcast is provided below:
•
Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/LAUR2021.
•
Assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/LAUR2021 on the day of the 2021 Annual Meeting.
•
Webcast starts at 10:00 a.m., Eastern Daylight Time.
•
You will need your 16-Digit Control Number to enter the 2021 Annual Meeting.
•
Stockholders may submit questions while attending the 2021 Annual Meeting via the Internet.
•
Webcast replay of the 2021 Annual Meeting will be available until May 26, 2022.
Q:
What if during the check-in time or during the 2021 Annual Meeting webcast I have technical difficulties or trouble accessing the virtual meeting website?
A:
We will have technicians ready to assist you
must bring your government-issued photo identification, together with:•The Notice of Internet Availability of Proxy Materials you received from your bank, broker or other nominee; or
•A letter from your bank, broker, or other nominee indicatingwith any technical difficulties that you weremay have accessing the beneficial owner of Laureate stock as of the record date; or
•Your most recent account statement indicating that you were the beneficial owner of Laureate stock as of the record date.
All packages and bags are subject to inspection.
Q:What is the difference between a registered stockholder and a stockholder who owns stock in street name?
A:virtual meeting website. If you hold shares of Class A common stockencounter any difficulties accessing the virtual meeting website during the check-in or Class B common stock directly in your name, you are aregistered stockholder. If you own your Laureate shares indirectly through a bank, broker, or other nominee, those shares are held instreet name.meeting time, please call the technical support number that will be posted on the 2021 Annual Meeting login page.
Table of Contents
Q:
Can I vote my shares before the Annual Meeting?
A:
Yes. If you are aregistered stockholder, there are three ways to vote your shares before the 20182021 Annual Meeting:Meeting webcast:
By Internet (www.proxyvote.com) ——Use the Internet to transmit your voting instructions until 11:59 p.m. EDT on May 22, 2018.25, 2021. Have your Notice of Internet Availability of Proxy Materials or proxy card available and follow the instructions on the website to vote your shares.
•
•By telephone (1-800-579-1639)(1-800-690-6903) —Submit your vote by telephone until 11:59 p.m. EDT on May 22, 2018.25, 2021. Have your Notice of Internet Availability of Proxy Materials or proxy card available and follow the instructions provided by the recorded message to vote your shares.
•
•By
mail—mail — If you received a paper copy of the proxy materials, you can vote by mail by filling out the proxy card enclosed with those materials and returning it using the instructions on the card. To be valid, proxy cards must be received before the start of the
20182021 Annual
Meeting.Meeting webcast.
If your shares are held instreet name, your bank, broker or other nominee may provide you with a Notice of Internet Availability of Proxy Materials that contains instructions on how to access our proxy materials and vote online or to request a paper or email copy of our proxy materials. If you received these materials in paper form, the materials included a vote instruction form so that you can instruct your bank, broker or other nominee how to vote your shares. Please see the Notice of Internet Availability of Proxy Materials or the information that your bank, broker or other nominee provided you for more information on these voting options.
Q:Can I vote in person at the 2018 Annual Meeting instead of by proxy?
A:If you are aregistered stockholder, you can vote at the 2018 Annual Meeting any shares that were registered in your name as the stockholder of record as of the record date.
If your shares are held instreet name, you cannot vote those shares at the 2018 Annual Meeting unless you have a legal proxy from your bank, broker or other nominee. If you plan to attend and vote your street-name shares at the 2018 Annual Meeting, you should request a legal proxy from your broker, bank or other nominee and bring it with you to the 2018 Annual Meeting.
Whether or not you plan to attend the 2018 Annual Meeting, we strongly encourage you to vote your shares by proxy before the 2018 Annual Meeting.
Q: Can I revoke my proxy or change my voting instructions once submitted?
A:
If you are aregistered stockholder, you can revoke your proxy and change your vote before the 20182021 Annual Meeting webcast by:
•
Voting again by Internet or telephone before 11:59 p.m. EDT on May 25, 2021 (only the latest vote you submit will be counted);
•
Submitting a new properly signed and dated paper proxy card with a later date (your proxy card must be received before the start of the 2021 Annual Meeting webcast); or
Sending a written notice of revocation to our executive offices to the attention of our Secretary (the notification must be received by 11:59 p.m. EDT on May
22, 2018)25, 2021). The notice should be addressed as follows:
Laureate Education, Inc.650 S. Exeter Street,Baltimore, Maryland 21202Attn: Secretary•Voting again by Internet or telephone before 11:59 p.m. EDT on May 22, 2018 (only the latest vote you submit will be counted); or
•Submitting a new properly signed and dated paper proxy card with a later date (your proxy card must be received before the start of the 2018 Annual Meeting).
Table of Contents
If your shares are held instreet name, you should contact your bank, broker or other nominee about revoking your voting instructions and changing your vote before the 20182021 Annual Meeting.Meeting webcast.
If you are eligible to vote at the
20182021 Annual Meeting, you also can revoke your proxy or voting instructions and change your vote at the
20182021 Annual Meeting
webcast by
submittingcasting a
written ballot
via the online platform before the polls close.
Q:
What will happen if I submit my proxy but do not vote on a proposal?
A:
If you submit a valid proxy but fail to provide instructions on how you want your shares to be voted, properly submitted proxies will be voted:
•
•"“FOR"” the election of Douglas L. Becker, Brian F. Carroll, Andrew B. Cohen, William L. Cornog, Pedro del Corro, Michael J. Durham, Kenneth W. Freeman, George Muñoz, Dr. Judith Rodin, Eilif Serck-Hanssen, and Ian K. Snow, Steven M. Taslitz, and Quentin Van Doosselaere, each of whom shall hold office for a term of one year, expiring at the annual meeting in 2019,2022, and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal;
•
•"“FOR"” the advisory vote to approve named executive officer compensation; and
•
•"“FOR"” ratification of the appointment of PricewaterhouseCoopers LLP as Laureate'sLaureate’s independent registered public accounting firm for the year ending December 31, 2018; and2021.
•"1 YEAR" on the frequency of future advisory votes on executive compensation.
If any other item is properly presented for a vote at the meeting, the shares represented by your properly submitted proxy will be voted at the discretion of the proxies.
Q:
What will happen if I neither submit my proxy nor vote my shares in person at the 20182021 Annual Meeting?
A:
If you are aregistered stockholder, your shares will not be voted.
If your shares are held instreet name, your bank, broker or other nominee may vote your shares on certain "routine"“routine” matters. The ratification of independent auditors is currently considered to be a routine matter. On this matter, your bank, broker or other nominee can:
•
Vote your street-name shares even though you have not provided voting instructions; or
•
•Choose not to vote your shares.
The other matters that you are being asked to vote on are not routine and cannot be voted by your bank, broker or other nominee without your instructions. When a bank, broker or other nominee is unable to vote shares for this reason, it is called a "broker“broker non-vote."
”Q:
What does it mean if I receive more than one set of materials?
A:
You probably have multiple accounts with us and/or banks, brokers or other nominees. You should vote all of the shares represented by the proxy cards and/or voting instruction forms. Certain banks, brokers or other nominees have procedures in place to discontinue duplicate mailings upon a stockholder'sstockholder’s request. You should contact your bank, broker or other nominee for more information.
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Q:
How many shares must be present to conduct business at the 20182021 Annual Meeting?
A:
To carry on the business of the 20182021 Annual Meeting, holders of a majority of the voting power of Class A common stock and Class B common stock issued and outstanding as of the record date must be present in person via attendance at the virtual meeting or represented by proxy.
Q:
What vote is required to approve each proposal?
A:
For Proposal 1, unless otherwise provided in the Wengen Securityholders Agreement (as herein defined), directors will be elected by a plurality of the votes of the shares of our Class A common stock and Class B common stock (voting together as a single class) present in person
via attendance at the virtual meeting or represented by proxy at the
20182021 Annual Meeting at which a quorum is present, which means that the
1310 nominees receiving the highest number of affirmative votes will be elected.
For Proposal 2, the advisory vote to approve named executive officer compensation, the affirmative vote of a majority of the voting power of the shares of our Class A common stock and Class B common stock (voting together as a single class) present in person via attendance at the virtual meeting or
represented by proxy
(and entitled or required to vote thereon) at the
20182021 Annual Meeting at which a quorum is present will be required for approval.
For Proposal 3, the ratification of the appointment of PricewaterhouseCoopers LLP as
Laureate'sLaureate’s independent registered public accounting firm for the year ending December 31,
2018,2021, the affirmative vote of a majority of the voting power of the shares of our Class A common stock and Class B common stock (voting together as a single class) present in person
via attendance at the virtual meeting or represented by proxy
(and entitled or required to vote thereon) at the
20182021 Annual Meeting at which a quorum is present will be required for approval.
For Proposal 4, the advisory vote proposing a once per year advisory vote on executive compensation, the option that receives the most votes will be considered the option selected by stockholders.
Q:
Are abstentions and broker non-votes counted in the vote totals?
A:
A broker non-vote occurs when shares held by a bank, broker or other nominee are not voted with respect to a particular proposal because the bank, broker or other nominee does not have discretionary authority to vote on the matter and has not received voting instructions from its clients. If your bank, broker or other nominee holds your shares in its name and you do not instruct your bank, broker or other nominee how to vote, your bank, broker or other nominee will only have discretion to vote your shares on
"routine"“routine” matters. Where a proposal is not
"routine,"“routine,” a bank, broker or other nominee who has received no instructions from its clients does not have discretion to vote its
clients'clients’ uninstructed shares on that proposal. At our
20182021 Annual Meeting, only Proposal 3 (ratifying the appointment of our independent registered public accounting firm) is considered a routine matter. Your bank, broker or other nominee will therefore not have discretion to vote on the election of directors
or the advisory vote to approve named executive officer compensation,
or the advisory vote proposing a once per year advisory vote on executive compensation as these are
"non-routine"“non-routine” matters.
Broker non-votes and abstentions by stockholders from voting (including banks, brokers or other nominees holding their
clients'clients’ shares of record who cause abstentions to be recorded) will be counted towards determining whether or not a quorum is
present.present at the virtual meeting. However, as the
1310 nominees receiving the highest number of affirmative votes will be elected, abstentions and broker non-votes will not affect the outcome of the election of Directors. With regard to the affirmative vote of the shares present at the
virtual meeting
or represented by proxy required for Proposal 2,
since it is a non-routine matter broker non-votes and abstentions will have the effect of a vote against Proposal
2. With regard to Proposal 4, since the option receiving the greatest number of votes—1 year, 2
years, or 3 years—will be the frequency recommended by our stockholders, abstentions and,
because it is a non-routine matter, broker
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non-votes will have no effect onnot impact the outcome of Proposal 4.2. With regard to the affirmative vote of the shares present at the virtual meeting or represented by proxy required for Proposal 3, it is a routine matter so there will be no broker non-votes but(and brokerage firms may vote in their discretion on this matter on behalf of beneficial owners who have not furnished voting instructions before the date of the 2021 Annual Meeting), and abstentions will have the effect of a vote against Proposal 3.
Q:
How are votes counted?
A:
In the election of directors, Proposal 1, you may vote
"FOR"“FOR” all or some of the nominees or your vote may be
"WITHHELD"“WITHHELD” with respect to one or more of the nominees.
For Proposal 2 and Proposal 3, you may vote
"FOR," "AGAINST,"“FOR,” “AGAINST,” or
"ABSTAIN."“ABSTAIN.” If you elect to
"ABSTAIN,"“ABSTAIN,” the abstention has the same effect as a vote
"AGAINST."For Proposal 4, you may vote for "1 YEAR," "2 YEARS" or "3 YEARS" or "ABSTAIN." Abstentions will have no effect on the outcome of Proposal 3.
“AGAINST.”
If you provide specific instructions with regard to certain items, your shares will be voted as you instruct on such items. If no instructions are indicated on a properly executed proxy card or over the telephone or Internet, the shares will be voted as recommended by our Board of Directors. (See "What“What will happen if I submit my proxy but do not vote on a proposal?" above” for additional information.)
Q:
Is my vote confidential?
A:
Yes. The vote of any stockholder will not be revealed to anyone other than a tabulator of votes or an election inspector, except (i) as necessary to meet applicable legal and stock exchange listing requirements, (ii) to assert claims for or defend claims against Laureate, (iii) to allow the Inspectors of Election to certify the results of the stockholder vote, (iv) in the event that a proxy solicitation in opposition to Laureate or the election of the Board of Directors takes place, (v) if a stockholder has requested that his or her vote be disclosed, or (vi) to respond to stockholders who have written comments on Proxy Cards.
Q:
Will any other business be transacted at the meeting? If so, how will my proxy be voted?
A:
Management does not know of any business to be transacted at the 20182021 Annual Meeting other than those matters described in this Proxy Statement. The period specified in the Current Report on Form 8-K filed with the SEC on March 8, 2018proxy statement for our 2020 Annual Meeting of Stockholders for submitting additional proposals to be considered at the meeting has passed and there are no such proposals to be considered. However, should any other matters properly come before the meeting, and any adjournments thereof, shares with respect to which voting authority has been granted to the proxies will be voted by the proxies in accordance with their judgment.
Q:
Who will pay the cost of soliciting votes for the 20182021 Annual Meeting?
A:
We will bear the entire cost of solicitation of proxies, including the preparation, assembly, printing, and mailing of this Proxy Statement and the accompanying materials. The largest expense in the proxy process is printing and mailing the proxy materials. Proxies also may be solicited on behalf of Laureate by directors, officers or employees of Laureate in person or by mail, telephone or facsimile transmission. No additional compensation will be paid to such directors, officers, or employees for soliciting proxies. We have engaged Broadridge Financial Solutions, Inc. ("Broadridge") to assist us in the distribution of proxies. We will also reimburse brokerage firms and other custodians, nominees and fiduciaries for their expenses incurred in sending our proxy materials to beneficial owners of our common stock as of the record date.
Q:
Why hold a virtual meeting?
We are excited to use technology designed to increase stockholder access, save Laureate and our stockholders time and money, and provide to our stockholders the rights and opportunities to participate in the virtual meeting similar to what they would have at an in-person meeting. Furthermore, in light of Contentsthe continuing concerns regarding novel coronavirus (COVID-19), we believe that hosting a virtual meeting is in the best interest of the Company and its stockholders and enables increased stockholder attendance and participation because stockholders can participate from any location around the world.
When will you publish the results of the 2021 Annual Meeting?
A:
We will include the results of the votes taken at the 2021 Annual Meeting in a Current Report on Form 8-K filed with the Securities and Exchange Commission within four business days following the 2021 Annual Meeting webcast.
PROPOSAL 1: ELECTION OF DIRECTORS
At the
20182021 Annual Meeting, our stockholders will be asked to elect
13the 10 directors
named herein for a one-year term expiring at the next annual meeting of stockholders. Subject to the Wengen Securityholders Agreement (as defined below), each director will hold office until his or her successor has been elected and qualified or until the
director'sdirector’s earlier death, resignation or removal.
Directors Designated by the Wengen Investors under the Wengen Securityholders Agreement
Our Board of Directors consists of 13 persons, seven of whom are designated by Wengen Alberta, Limited Partnership, an Alberta limited partnership ("Wengen"), our controlling stockholder.
In connection with the completion of our initial public offering, we entered into an amended and restated securityholders agreement dated February 6, 2017 (the "Wengen Securityholders Agreement"), with Wengen and certain other parties thereto, which provides, among other things, for the designation of directors by Wengen. Under the Wengen Securityholders Agreement, until Wengen ceases to own at least 40% of the common equity of Laureate, it is entitled to designate a proportion of our directors commensurate with its relative economic ownership of our common stock; however, as of the date of this Proxy Statement, Wengen has chosen to limit its designees on our Board of Directors. Pursuant to the Wengen Securityholders Agreement, four of Wengen's seven director designees are selected by Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates, "KKR"), Sterling Capital Partners II, L.P., Bregal Investments, Inc. (together with its affiliates, "Bregal"), and Cohen Private Ventures, LLC (together with its affiliates, "CPV"). KKR is entitled to designate one of Laureate's directors so long as KKR owns at least a number of shares held through or acquired from Wengen in an amount equal to $75 million divided by the per share initial public offering price of the Class A common stock. Mr. Cornog currently serves as the KKR-designated director. Sterling Capital Partners II, L.P. is entitled to designate one of Laureate's directors so long as Sterling Capital Partners II, L.P., Sterling Capital Partners III, L.P., SP L Affiliate, LLC, Messrs. Becker and Taslitz and each of their respective affiliates (together the "Sterling Parties") collectively own at least a number of shares held through or acquired from Wengen in an amount equal to $75 million divided by the per share initial public offering price of the Class A common stock. Mr. Taslitz currently serves as the Sterling-designated director. Bregal is entitled to designate one of Laureate's directors so long as Bregal owns at least a number of shares held through or acquired from Wengen in an amount equal to $75 million divided by the per share initial public offering price of the Class A common stock. Mr. Van Doosselaere currently serves as the Bregal-designated director. CPV is entitled to designate one of Laureate's directors so long as CPV owns at least a number of shares held through or acquired from Wengen in an amount equal to $75 million divided by the per share initial public offering price of the Class A common stock. Mr. Cohen currently serves as the CPV-designated director. The remaining three Wengen designees to the Laureate Board of Directors are selected by the vote of holders of a majority of interests in Wengen and are currently Mr. Carroll, Mr. del Corro and Mr. Snow. Wengen may decide to change the individuals it is entitled to have elected to our Board of Directors. In the event that any of KKR, Bregal, CPV or the Sterling Parties ceases to own its respective minimum number of shares, then 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. See "—Certain Relationships and Related Party Transactions, and Director Independence—Information Regarding the Laureate Board" for additional information.
In December 2017, Wengen entered into an agreement with Mr. Becker, who previously served as Laureate's Chief Executive Officer, whereby Mr. Becker will serve as the non-executive Chairman of
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Laureate's board. See "—Executive Compensation—Potential Payments Upon Termination or Change in Control—Becker Chairman Agreement" for additional information.
Our Board of Directors recommends voting "FOR"“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 2019,2022, and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal. Each proxy or vote instruction form will be voted for the election of each of the Director nominees
named herein as directors, unless the proxy contains contrary instructions. Shares of Class A common stock and Class B common stock represented by proxies received by the Board of Directors and not so marked as to withhold authority to vote for any individual nominee or for all nominees will be voted (unless one or more nominees are unable to serve) for the election of the nominees named below. The Board of Directors knows of no reason why any such nominee should be unable or unwilling to serve, but if such should be the case, proxies will be voted for the election of some other person or the size of the Board of Directors will be fixed at a lower number.
Each of the nominees currently serves as a member of our Board of Directors.
OurAs of the date of the 2021 Annual Meeting, two of our directors
are elected in accordance withwill be designated pursuant to the provisions of the Wengen Securityholders
Agreement.Agreement (as defined below). See
"Certain Relationships and Related Transactions, and Director Independence—Information Regarding“—Corporate Governance—Directors Designated by Certain of the
Laureate Board."Wengen Investors under the Wengen Securityholders Agreement.” Subject to the provisions of the Wengen Securityholders Agreement, our directors are elected by a plurality of the votes cast by the stockholders present or represented by proxy and entitled to vote at the annual meeting. Abstentions and broker non-votes are not considered votes cast and will have no effect on the outcome of this proposal.
Nominees for Election to the Board of Directors
The names of the nominees for election to the Board of Directors and certain information about such nominees, including their ages, are set forth below. For information concerning the number of shares of common stock beneficially owned by each nominee, see
"—Security“Security Ownership of Certain Beneficial Owners and
Management".Management and Related Stockholder Matters.”
Steven M. Taslitz, a current director, is not standing for re-election and will leave our Board of Directors as of the 2021 Annual Meeting. The Board is grateful to Mr. Taslitz for his dedication, service and contributions as a director of our Company. The Board of Directors intends to decrease the size of the Board of Directors from eleven to ten members effective as of the date of the 2021 Annual Meeting.
| Name | | | Age | | | Position | |
Name
| | Age | | Position | Brian F. Carroll* | | | 49 | | | Director | |
|---|
DouglasAndrew B. Cohen | | | 49 | | | Director | |
William L. BeckerCornog | | | 5256 | | | Director | |
| Pedro del Corro* | | | 63 | | | Director | |
| Michael J. Durham* | | | 70 | | | Director | |
| Kenneth W. Freeman* | | | 70 | | | Director, Chairman of the Board |
Brian F. Carroll | | | 46 | | Director |
Andrew B. Cohen | | | 47 | | Director |
William L. Cornog | | | 53 | | Director |
Pedro del Corro | | | 60 | | Director |
Michael J. Durham | | | 65 | | Director |
Kenneth W. Freeman | | | 68 | | Director |
George Muñozoz* | | | 6669 | | | Director | |
Dr. Judith RodinRodin* | | | 7376 | | | Director | |
| Eilif Serck-Hanssen | | | 5255 | | | Director, President and Chief Executive Officer | |
Ian K. SnowSnow* | | | 4851 | | | Director |
Steven M. Taslitz | | | 59 | | Director |
Quentin Van Doosselaere | | | 56 | | Director |
Douglas L. Becker* has served as our Chairman since February 2000. Mr. Becker served as our Chief Executive Officer from February 2000 until December 31, 2017 and as President from June 2011 until September 2015. From April 1993 until February 2000, Mr. Becker served as Laureate's President and Co-Chief Executive Officer. Mr. Becker has been a Director of Laureate since December 1989.
Independent director.
Table of ContentsMr. Becker was a director of Constellation Energy Corporation from April 1999 through May 2009. He currently serves on the boards of several private companies. From 2004 to June 2015, Mr. Becker served as a director of Meritas LLC, a privately owned family of college preparatory schools. Mr. Becker also serves on the boards of two nonprofit companies: International Youth Foundation, a nonprofit Global NGO focusing on youth employment, education and civic engagement, for which Mr. Becker serves as Chairman and as a member of its audit committee and compensation committee; and Sylvan Laureate Foundation, focused on Baltimore, Maryland and the other communities in which our employees live to seek and support best practices in education and training, for which Mr. Becker serves as a member of its compensation committee.
Brian F. Carroll is the Managing Partnermanaging partner of Carroll Capital LLC.LLC, a family investment office focused on lower middle market companies. He was, through 2016, a Membermember of KKR, a global alternative asset manager. He joined KKR in 1995 and was head of the Consumerconsumer and Retailretail teams in Europe. He also was also a member of the European Investment Committee. In addition to serving as a director of Laureate, Mr. Carroll serves as a director of Flowgroup Plc, and in the past five years has served as a member of the board of directors of Pets at Home Group Plc, Cognita, Northgate Information Solutions, SMCP and Afriflora. Prior to joining KKR, Mr. Carroll was with Donaldson, Lufkin & Jenrette, where he worked on a broad range of high yield financing, corporate finance and merchant banking transactions. HeIn the past five years, Mr. Carroll has served as a member of the boards of directors of Flowgroup Plc, Pets at Home Group Plc, Cognita, Northgate Information Solutions, SMCP and Afriflora. Mr. Carroll earned a B.S. and B.A.S. from the University of Pennsylvania and an M.B.A. from Stanford University Graduate School of Business. Mr. Carroll has been a Director and the Chairman of the Compensation Committee of our Board of Directors since July 2007.
Andrew B. Cohen is a Managing Director atthe 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. PriorFrom 2002 to his position with Cohen Private Ventures,2005 and from 2010 to 2014, Mr. Cohen was a managing director, directoran analyst and analystportfolio manager at S.A.C. Capital Advisors, L.P., an investment management firm and itsthe predecessor from 2002 to 2005 and 2010 to 2014.Cohen Private Ventures, LLC. From 2005 to 2010,2009, 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 received his B.A. from the University of Pennsylvania and his M.B.A. from the Wharton School of the University of Pennsylvania. Mr. Cohencurrently is a director of Kadmon Holdings,Republic First Bancorp, Inc. He alsoand serves onas a member of the boards of directors of several private companies. He also serves on the National Advisory Board of the Johns Hopkins Berman Institute of Bioethics and the Painting and Sculpture Committee of The Whitney Museum of American Art. In the past five years, Mr. Cohen has served as a member of the board of directors of Kadmon Holdings, Inc. Mr. Cohen earned a B.A. from the University of Pennsylvania and an M.B.A. from the Wharton School of the University of Pennsylvania. Mr. Cohen has been a Director since June 2013. William L. Cornog joined KKR Capstone, a consulting firm that provides services to KKR portfolio companies, in 2002 and currently serves as Global Headthe managing partner of KKR Capstone. Mr. Cornog serves as a member of KKR'sKKR’s Americas, EMEA, and 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.network services. Prior to Williams Communications Group, Mr. Cornog was a partner at The Boston Consulting Group. Mr. Cornog also has also worked in direct marketing with Age Wave Communications and in marketing and sales positions with SmithKline Beckman. Mr. Cornog holdscurrently is a director of Channel Control Merchants and Optir, private companies in which KKR is an investor. Mr. Cornog earned a B.A. from Stanford University and an M.B.A. from Harvard Business School. Mr. Cornog has been a Director since February 2017.2017 and the Chairman of the Nominating and Corporate Governance Committee of our Board of Directors since January 2018. Pedro del Corro is a Membermember of Torreal, S.A. (“Torreal”), one of the largest private investment firms in Spain. He joined Torreal in 1990 and is currently a Managing DirectorSenior Advisor and Member of the Board. In addition to serving as a Director of Laureate, he is currently a member of the board of directors of Universidad Europea de Madrid, a member of theLaureate International Universities network located in Spain, Imagina, Saba Infraestructuras and Arbarin.Family Counsel. Prior to joining Torreal, Mr. del Corro held various positions with Procter & Gamble in Spain, Belgium, the United Kingdom and Portugal. HeMr. del Corro currently is a director of each of Arbarin Sicav, S.A. and Inversiones Naira Sicav, S.A. In the past five years, he has served as a member of the boards of directors of Universidad Europea de Madrid, S.L.U., Imagina Media Audiovisual, S.L. and Saba Infraestructuras. Mr. del Corro earned a law
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degree from the Universidad de Deusto and a business administration degree from ICADE Business School—School — Universidad Pontificia de Comillas. Mr. del Corro has been a Director since February 2017.
Michael J. Durham has been a member ofwas the Board of Directorspresident and chairman of the Audit Committee of Travelport Worldwide Limited since 2014. From 2000 to 2012, Mr. Durham was President and Chief Executive Officerchief executive officer of Cognizant Associates (“Cognizant”), a consulting company he founded.founded, from 2000 to 2012. Before founding Cognizant, Mr. Durham served as Director, Presidentdirector, president and Chief Executive Officerchief executive officer of The Sabre Group, Inc. (“Sabre”), then a NYSE-listed company providing information technology services to the travel industry. Mr. Durham held those positions from October 1996, the date of Sabre, Inc.'sSabre’s initial public offering, until October 1999. Prior to that, Mr. Durham worked at AMR Corp./American Airlines, serving as Senior Vice Presidentthe senior vice president and Treasurertreasurer of AMR Corporation and Senior Vice Presidentthe senior vice president of Financefinance and Chief Financial Officerthe chief financial officer of American Airlines
until he assumed the position of
Presidentpresident of Sabre.
DuringIn the
precedingpast five years, Mr. Durham
has served
onas a member of the boards of directors of
numerous publicly tradedTravelport Worldwide Limited and
privately held companies, including Asbury Automotive GroupHertz Global Holdings, Inc.,
Acxiom Corporation andthe holding company for The Hertz Corporation. Mr. Durham
received hisearned a B.A. from the University of Rochester and
an M.B.A. from Cornell University. Mr. Durham has been a Director since April 2017.
Kenneth W. Freeman serveshas served as the Chairman of our lead independent director.Board of Directors since January 2019. Mr. Freeman joinedis Dean Emeritus and Professor of the Practice at Boston University Questrom School of Business. He was named Dean Emeritus in September 2018 after serving as the Allen Questrom Professor and Dean of the Questrom School of Business infrom August 2010.2010 to September 2018. Mr. Freeman also has served as Vice President Resources at Boston University since April 2020. Mr. Freeman served as a senior advisor of Kohlberg Kravis Roberts & Co.KKR from August 2010 through December 2014. From October 2009 to August 2010, Mr. Freeman was a member of KKR Management LLC, the general partner of KKR & Co. L.P. Mr. Freeman was a member of the limited liability company that served as the general partner of Kohlberg Kravis Roberts & Co. L.P.KKR from 2007. He joined the firm as Managing Directora managing director in May 2005. From May 2004 to December 2004, Mr. Freeman was Chairmanthe chairman of Quest Diagnostics Incorporated, and from January 1996 to May 2004, he served as Chairmanthe chairman and Chief Executive Officerchief executive officer of Quest Diagnostics Incorporated. From May 1995 to December 1996, Mr. Freeman was Presidentthe president and Chief Executive Officerchief executive officer of Corning Clinical Laboratories, the predecessor company to Quest Diagnostics.Diagnostics Incorporated. Prior to that, he served in various general management and financial roles with Corning Incorporated. Mr. Freeman currently servesis a director of Production Resource Group, LLC and the Center for Higher Ambition Leadership. In the past five years, Mr. Freeman has served as chairman of the board of trustees of Bucknell University, and chairman of the Graduate Management Admissions Council. He served on the boardAdmission Council and chairman of directors of HCA Holdings,Lake Region Medical, Inc. from 2010 until 2014. Mr. Freeman receivedearned a BSBA summa cum laude, Phi Beta Kappa, from Bucknell University in 1972, and an M.B.A. with Distinction from Harvard Business School in 1976.School. Mr. Freeman has been a Director since April 20172017. George Muñoz has been a principal in the Washington, D.C.-based investment banking firm Muñoz Investment Banking Group, LLC since 2001. Mr. Muñoz also has also been a partner in the Chicago-based law firm Tobin & Muñoz, LLC since 2002. Mr. Muñoz served as Presidentthe president and Chief Executive Officerchief executive officer of the Overseas Private Investment Corporation from 1997 to January 2001. Mr. Muñoz was Chief Financial Officerthe chief financial officer and Assistant Secretaryassistant secretary of the U.S. Treasury Department from 1993 until 1997. Mr. Muñoz is a certified public accountant and an attorney. Mr. Muñoz is a director of Marriott International, Inc. (and a member of its audit committee), Altria Group, Inc. and Anixter International, Inc., and a trustee of the National Geographic Society. Mr. Muñoz served three terms as president of the Chicago Board of Education in the mid-1980s. Mr. Muñoz has taught courses in globalization at Georgetown University in Washington D.C. and is co-author of the book "Renewing“Renewing the American Dream: A Citizen'sCitizen’s Guide for Restoring of Competitive Advantage."” Mr. Muñoz hascurrently 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. in Accounting from the University of Texas, a J.D. and a Master of Public Policy from Harvard University, and aan LL.M. in Taxation from DePaul University. Mr. Muñoz has been a Director since March 2013 and the Chairman of the Audit Committee of theour Board of Directors since August 2013. Dr. Judith Rodin served as Presidentthe 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 Presidentthe president of the University of
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Pennsylvania. Before that, Dr. Rodin chaired the Department of Psychology at Yale University, and also served as Deanthe dean of the Graduate School of Arts and Sciences and Provost,provost, and served as a faculty member at the university for 22 years. Dr. Rodin is also a director of Citigroup Inc. and Comcast Corporation. She also currently serves on the boards of several private companies.From 1997 to 2013, Dr. Rodin served as a directormember of the board of directors of AMR Corporation from 1997(and a member of its audit committee). From 2002 to 2013.2018, Dr. Rodin holdsserved as a member of the board of directors of Comcast Corporation (and a member of its audit and compensation committees). From 2004 to 2017, Dr. Rodin served as a member of the board of directors of Citigroup Inc. (and a member of its compensation committee). Dr. Rodin currently serves as a member of the boards of directors of several private companies and advises and speaks globally on education, resilience, impact investing and philanthropy. Dr. Rodin earned a B.A. from the University of Pennsylvania and a Ph.D. from Columbia University. Dr. Rodin has been a Director since December 2013.
Eilif Serck-Hanssen serveshas served as our Chief Executive Officer a position he has held since January 2018.2018 and took on the additional title of President in July 2019. From March 2017 to December 2017, Mr. Serck-Hanssen served as our President and Chief Administrative Officer, as well as our Chief Financial Officer. From July 2008 through March 2017, Mr. Serck-Hanssen served as our Executive Vice President and Chief Financial
Officer. From February 2008 until July 2008, Mr. Serck-Hanssen served as chief financial officer and president of international operations at XOJET, Inc. In January 2005, Mr. Serck-Hanssen was part of the team that founded Eos Airlines, Inc., a premium airline, and until February 2008, Mr. Serck-Hanssen served as its executive vice president and chief financial officer. Prior to starting Eos Airlines, Mr. Serck-Hanssen served in several financial executive positions at US Airways, Inc. (now American Airlines, Inc.) and Northwest Airlines, Inc. (now Delta Airlines, Inc.), including serving as a senior vice president and
Treasurertreasurer 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.
Mr. Serck-Hanssen earned a B.A. in management science from the University of Kent at Canterbury (United Kingdom), a B.S. in civil engineering from the Bergen University College (Norway), and an M.B.A. in finance at the University of Chicago Booth School of Business. He is an Associate Chartered Accountant (ACA) and a member of the Institute of Chartered Accountants in England and Wales. Mr. Serck-Hanssen
earned a B.A. from the University of Kent at Canterbury (United Kingdom), a B.S. from the Bergen University College (Norway) and an M.B.A. from the University of Chicago Booth School of Business. Mr. Serck-Hanssen has been a Director since January 2018.
Ian K. Snow is chief executive officer and a co-founding Partnerpartner 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 Directormanaging director at Ripplewood Holdings L.L.C., a private equity firm, where he worked from its inception in 1995 until March 2005. Mr. Snow received a B.A., with honors, in history from Georgetown University. He currently serves as a director of each of the following private companies in which Snow Phipps holds an equity interest: EnviroFinance Group,Blackhawk Industrial Distribution, Inc., Brook &Whittle Limited, Cascade Environmental LLC, a company specializing in financing the acquisition, cleanupDecoPac, Inc., ECRM, LLC, Electric Guard Dog, LLC, FeraDyne Outdoors, LLC, HCTec, Inc., Ideal Tridon Holdings, Inc., Kele, Inc. and redevelopment of contaminated properties; Velocity Commercial Capital,Teasdale Foods, Inc., a small balance commercial real estate lender; ZeroChaos, LLC, a provider of contingent workforce management solutions; Velvet, Inc., a designer, manufacturer and wholesaler of upscale apparel brands; and Service Champ, Inc., a vehicle products distributor. In addition, from From 1996 until 2007, Mr. Snow wasserved as a directormember of the board of directors of Asbury Automotive Group, Inc. (and, from 2006 until 2007, a member of theits audit committee of the board of directors) of Asbury Automotive Group, Inc.committee). Mr. Snow earned a B.A. from Georgetown University. Mr. Snow has been a Director since July 2007. Corporate Governance
Directors Designated by Certain of the Wengen Investors under the Wengen Securityholders Agreement
Our Board of Directors consists of 11 persons, three of whom are designated pursuant to the amended and restated securityholders agreement, dated February 6, 2017 (the “Wengen Securityholders Agreement”), among the Company, Wengen Alberta, Limited Partnership, an Alberta limited partnership and our controlling stockholder (“Wengen”), and certain other parties thereto. Under the Wengen Securityholders Agreement, each of the following is entitled to designate one of our directors so long as each owns at least 5,357,143 shares held through or acquired from Wengen: (i) Cohen Private Ventures, LLC (together with its affiliates, “CPV”), (ii) Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates, “KKR”) and (iii) Sterling Capital Partners II, L.P., Sterling Capital Partners III, L.P., SP L Affiliate, LLC, Douglas L. Becker, our former Chairman and founder, Steven M. Taslitz, has served since 1983 as a Senior Managing Director of Sterling Partners, a private equity firm he co-founded withthe Company, and each of their respective affiliates (together, the “Sterling Parties”). Mr. BeckerCohen currently serves as the CPV-designated director, Mr. Cornog currently serves as the KKR-designated director and others. Mr. Taslitz currently serves as the Sterling Parties-designated director.
Pursuant to the Wengen Securityholders Agreement, in the event that any of CPV, KKR or the Sterling Parties ceases to own its respective minimum number of shares, the director designee selected by such party shall offer his or her resignation and such party shall no longer be entitled to designate a director to our Board of Directors. The Wengen Securityholders’ Agreement does not terminate upon the following privately held companies in whichdissolution of Wengen.
In connection with the Mr. Taslitz’s decision not to stand for re-election to the Board of Directors, the Sterling Partners holds an equity interest: Conversant Intellectual Property, Inc., an intellectual property management company; Innovation Holdings, LLC, parentParties do not intend to I/O Data Centers, LLC and Baselayer, LLC, data center and data center operating systems companies; Prospect Mortgage, LLC,designate a retail mortgage origination company; Wengen Investments Limited;replacement to fill the vacancy created by Mr. Taslitz’s decision. The Sterling Fund Management, LLC; Secondary Opportunity Book, LLC; Sterling Venture Partners, LLC; Sterling Capital Partners, LLC; Sterling Capital Partners II, LLC; Sterling Capital Partners III, LLC; SC Partners III AIV One GP Corporation; Sterling Partners 2009, LLC; and Sterling Capital Partners IV, LLC. In addition, from April 2005Parties, however, will retain the right to October 2012, Mr. Taslitz wasdesignate a director until they cease to beneficially own the requisite number of Ameritox Ltd.,shares.
Director Independence
As discussed below, as a prescription monitoring solution provider“controlled company,” we are not subject to the rules of The Nasdaq Stock Market (“Nasdaq”) requiring that our Board of Directors be comprised of a majority of independent directors. Our Board of Directors did, however, evaluate the independence of Dr. Rodin and Ameritox Testing Management, Inc., a laboratory services company. Mr. Taslitz also servesMessrs. Carroll,
del Corro, Durham, Freeman, Muñoz and Snow based on the
compensation
TableNasdaq definition of Contents
committeesindependence. The Nasdaq rules require that determinations regarding the independence of directors are made by the boards of directors of each of these companies other than Conversant Intellectual Property, Inc. and serveslisted companies. The Nasdaq rules characterize an independent director as a memberdirector who is not an executive officer or employee of the audit committeecompany 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
Ameritox, Ltd. Mr. Taslitz received his B.A.,the information provided by each director whose independence was being evaluated and conducting discussions with
honors, in accounting fromeach such director, and upon the
Universityrecommendation of
Illinois. Mr. Taslitz has been a Director since July 2007.Quentin Van Doosselaere is Co-Chief Executive Officerthe Nominating and Corporate Governance Committee, our Board of Bregal Investments, Inc., a private equity investment business. Mr. Van Doosselaere joined Bregal in January 2009. Following his business school graduation in 1984, he moved to New YorkDirectors affirmatively determined that each of Dr. Rodin and began his career at Drexel Burnham Lambert. He then joined Bankers Trust Co.Messrs. Carroll, del Corro, Durham, Freeman, Muñoz and Snow satisfied the Nasdaq independence standards for purposes of serving as a Managing Director and ran various global capital markets businesses. In the mid-1990s, he held executive positions in a numberdirector on our Board of non-profit organizations before going into academia. He was affiliated with Columbia University and Oxford University when he joined Bregal. Mr. Van Doosselaere serves as a member of the investment committees of Bregal Capital, Bregal Sagemount, Bregal Partners, Bregal Freshstream, Bregal Energy, Bregal Private Equity Partners, Ranch Capital Investment and Birchill Exploration. Mr. Van Doosselaere holds a degree from the Solvay Brussels School of Economics of the Université Libre de Bruxelles (Belgium) and a Ph.D. from Columbia University. Mr. Van Doosselaere has been a Director since January 2015.
During the past ten years, none of Laureate or its current Directors has (i) been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining such person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.
Except as described below, during the past ten years (i) no petition has been filed under federal bankruptcy laws or any state insolvency laws by or against any of our current directors, (ii) no receiver, fiscal agent or similar officer was appointed by a court for the business or property of any of our current directors and (iii) none of our current Directors was an executive officer of any business entity or a general partner of any partnership at or within two years before the filing of a petition under the federal bankruptcy laws or any state insolvency laws by or against such entity.
In January 2005, Mr. Serck-Hanssen joined the team that founded Eos Airlines, Inc. Eos Airlines was an all first-class shuttle between New York and London. Mr. Serck-Hanssen left Eos in February 2008, and Eos filed for protection under Chapter 11 of the U.S. Bankruptcy Code in late April 2008, after the collapse of Bear Stearns & Co., its largest single client, and the start of the U.S. economic downturn, which caused funding commitments from its financial sponsors to be withdrawn.
With the exception of Mr. Serck-Hanssen, who is a Norwegian citizen and a permanent resident of the United States, Mr. Van Doosselaere, who holds Belgian citizenship, and Mr. del Corro, who holds Spanish citizenship, all of the Directors listed above are U.S. citizens.
Controlled Company Exception
Wengen controls a majority of the voting power of our outstanding common stock. As a result, we are a
"controlled company"“controlled company” within the meaning of the Nasdaq corporate governance standards. Under the Nasdaq rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a
"controlled company"“controlled company” and may elect not to comply with certain Nasdaq corporate governance standards, including:
•
the requirement that a majority of the board of directors consist of independent directors;
•
•the requirement that we have a nominating/corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee'scommittee’s purpose and responsibilities;
•
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•the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee'scommittee’s purpose and responsibilities; and
•
•the requirement for an annual performance evaluation of the nominating/corporate governance and compensation committees.
We utilize, and intend to continue to utilize,
certain of these exemptions. As
of April 16, 2021, a
result,majority of our Board of Directors
does not and will not have a majorityconsisted of independent
directors,directors; however, our
Nominating/Nominating and Corporate Governance Committee and Compensation Committee do not and will not consist entirely of independent directors, and such committees do not and will not be subject to annual performance evaluations. Accordingly, for so long as we are a
"controlled company"“controlled company,” our stockholders will not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements.
Board Diversity
Except with respect to the directors designated pursuant to the Wengen Securityholders Agreement, as documented in the Company’s Corporate Governance Guidelines, the Nominating and Corporate Governance Committee takes into account a candidate’s experience, integrity, expertise, diversity, independence, ability to make independent analytical inquiries, understanding of the Company’s business environment and willingness to devote adequate time to Board duties in evaluating candidates who may be able to contribute to the Board as a whole — all in the context of an assessment of the perceived needs of the Board at that point in time. While the Company does not have a stand-alone diversity policy in place, and the Board does not make any particular weighting of diversity or any other characteristic when evaluating director nominees, the Board believes that its membership should reflect a diversity of experience, gender, race, ethnicity and age. As of our record date, 29 percent of our independent directors were women or racially or ethnically diverse individuals. We believe that our current directors possess diverse professional experiences, skills and backgrounds, in addition to, among other characteristics, high standards of personal and professional ethics and valuable knowledge of our business and our industry.
Board Meetings
Leadership Structure During 2017, there were 13 meetings
Our Board of Directors currently is led by an independent director, Kenneth W. Freeman, Chairman of the Board. Our Bylaws and Corporate Governance Guidelines permit the roles of Chairman of the Board and Chief Executive Officer to be filled by the same or different individuals. This flexibility allows our Board of Directors to decide, from time to time, in its business judgment after considering relevant factors, including the specific needs of the business and what is in the best interest of the stockholders, whether the two roles should be combined or separated. Our Board of Directors believes that our stockholders are best served at this time by having an independent director serve as Chairman of the Board. Our Board of Directors believes that this leadership structure effectively allocates authority, responsibility and oversight between management and members of our Board of Directors. The Chief Executive Officer retains primary responsibility for the operational leadership and strategic direction of the Company, while the Chairman facilitates our Board’s oversight of management and promotes communication between senior management and Directors.
Board Attendance
During 2020, our Board of Directors
held 15 meetings and
five actions by written consent. Each incumbent Directorits committees collectively held 31 meetings. All of our Directors attended at least 75% of
theBoard and applicable committee meetings
held by the Board of Directors during the period in
which each such Director served as a member of our Board of Directors. All2020. Directors are expected to attend meetings of
theour Board of Directors, meetings of the
Committeescommittees upon which they serve and meetings of our stockholders absent cause.
Our Board of Directors has four standing committees: an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Committee on Education.
The Audit Committee meets with our independent auditors
to:to, among other things,: (i) review whether
the Company follows satisfactory accounting procedures
are being followed by us 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;
(iii)(iv) approve fees charged by the independent auditors; and
(iv)(v) perform all other oversight and review of
Laureate'sLaureate’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'sLaureate’s financial statements. The Audit Committee currently consists of Messrs. Muñoz, Durham and Freeman,
who each have sufficient knowledge in financial and
auditing matters under Nasdaq rules. Further, the Board of Directors has determined that Mr. Muñoz,
is an "audit committee financial expert" for purposes of Regulation S-K, Item 407(d)(5). Mr. Muñoz alsowho serves as the
chairman of the Audit
Committee's chairman. TheCommittee, is an “audit committee financial expert.” In addition, the Board of Directors has affirmatively determined that each of Messrs. Muñoz, Durham and Freeman meets the definition of
"independent director"“independent director” for purposes of the Nasdaq rules and the independence requirements of Rule 10A-3 of the
Securities and Exchange
Act.Act of 1934 (as amended, the “Exchange Act”) and the Nasdaq listing rules. There were
six13 meetings of the Audit Committee during
2017.2020.
The Compensation Committee
establishesreviews and advises our Board of Directors on the Company’s overall compensation philosophy, polices and plans, reviews and approves the compensation for the Chief Executive Officer and the other executive officers of Laureate and generally reviews benefits and compensation for all officers and employees. The Compensation Committee also administers our
2007 Planequity plans and
our 2013 Plan.approves grants of equity awards. The Compensation Committee currently consists of Messrs. Carroll, Cohen, Cornog, del Corro,
Freeman and Muñoz, with Mr. Carroll serving as the current Chairman. There were eight meetings of the Compensation Committee during
2017 and one action by written consent.2020.
The Nominating and Corporate Governance Committee develops and recommends to the Board of Directors criteria for selecting qualified director candidates, identifies individuals qualified to become members of the Board of Directors and recommends to the Board of Directors candidates for election to the Board of Directors, considers committee member qualifications, appointment and removal, recommends corporate governance principles, promotes and assesses the
Company'sCompany’s stated public
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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
Snow and
Van DoosselaereSnow and Dr. Rodin. Mr. Cornog serves as the current Chairman of the Nominating and Corporate Governance Committee. There were
twoseven meetings of the Nominating and Corporate Governance Committee during
2017. Each of the above Committees has adopted a written charter, which has been approved by our Board of Directors. Copies of each charter are posted on our website.
2020.
The Committee on Education reviews and advises our Board of Directors regarding academic matters and policies, as well as new education products and technologies. The Committee on Education
works closely with our Board Advisory Committee on Education, which also includes distinguished outside educational experts. The Committee on Education currently consists of Messrs. Freeman
Taslitz and
Van DoosselaereTaslitz and Dr. Rodin, with Dr. Rodin serving as the current Chairwoman. There were three meetings of the Committee on Education during
2017.Each of the above Committees has adopted a written charter, which has been approved by our Board of Directors. Copies of the charters for the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee are available on our website at http://investors.laureate.net under “Leadership & Governance.”
Compensation Committee Interlocks and Insider Participation in Compensation Decisions During 2020, no member of the Compensation Committee (i) had a relationship with us other than as a Director and, in certain cases, a stockholder or (ii) was (A) an officer or employee or a former officer, (B) a participant in a “related person” transaction or (C) an executive officer of another entity where one of our executive officers served on the Board of Directors. See “Certain Relationships and Related Party Transactions, and Director Independence” for a discussion of certain transactions to which affiliates of the members of the Compensation Committee were party.
Code of Conduct and Ethics
The Company has adopted a code of conduct and ethics (the “Code of Conduct”) that applies itsto all of its employees, including the Chief Executive Officer, Chief Financial Officer and ChiefPrincipal Accounting Officer. The Code of Conduct and Ethics is postedavailable on our website.website at http://investors.laureate.net under “Leadership & Governance.” If the Company ever were to amend or waive any provision of the Code of Conduct that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, the Company intends to satisfy its disclosure obligations, if any, with respect to any such waiver or amendment by posting such information on our website at
http://investors.laureate.net rather than by filing a Current Report on Form 8-K. Board Oversight of Risk Management
Our Board of Directors’ role in risk oversight of the Company is consistent with the Company’s leadership structure, with the President and CEO and other members of our executive leadership team having responsibility for assessing and managing the Company’s risk exposure and our Board of Directors and its committees providing oversight in connection with those efforts. Our Board of Directors exercises these responsibilities regularly as part of its meetings and also through its committees, each of which examines various components of risk as part of its responsibilities. Our Board of Directors regularly reviews the Company’s risk management program and processes.
The Audit Committee, among other things, has responsibility for oversight of risk management and in connection therewith (i) reviews with our President and CEO and CFO any report on significant deficiencies in the design or operation of our internal controls that could adversely affect the Company’s ability to record, process, summarize or report financial data, any material weaknesses in our internal controls identified to the auditors, and any fraud that involves management or other employees who have a significant role in our internal controls; (ii) reviews and approves any related-party transactions, after reviewing each such transaction for potential conflicts of interests and other improprieties; (iii) provides oversight of the Company’s ethics and compliance activities; (iv) discusses with management and our independent auditor any correspondence with regulators or governmental agencies that raise material issues regarding the Company’s financial statements or accounting policies; (v) discusses with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures; and (vi) reviews with the Company’s chief legal officer and reports to our Board of Directors on litigation, material government investigations and compliance with applicable legal requirements and the Code of Conduct.
The Compensation Committee, among other things, monitors and assesses the risks associated with the Company’s compensation programs and policies and consults with its independent compensation consultant and with management regarding such risks.
The Nominating and Corporate Governance Committee, among other things, (i) reviews on an ongoing basis the adequacy of the corporate governance principles applicable to the Company and (ii) in consultation with the Audit Committee, reviews the Code of Conduct periodically and recommends such changes to such Code of Conduct as the Committee shall deem appropriate, and adopts procedures for monitoring and enforcing compliance with such Code of Conduct.
The Committee on Education, among other things, reviews on an ongoing basis and monitors risk associated with accreditation, academic quality, program development, student experience and outcomes, faculty development and technology infrastructure with respect to of all of the Company’s institutions.
In March 2020, the Board of Directors created a special Operations Advisory Committee to oversee, monitor and assess the impacts and risks of the COVID-19 pandemic on the Company and its stakeholders, and to assess the actions taken and to be taken by the Company in response to the pandemic. The Operations Advisory Committee met frequently for several months, after which management updates regarding COVID-19 were provided again directly to the Board of Directors.
The Company’s executive leadership team is responsible for assessing and managing the Company’s various exposures to risk on a day-to-day basis, including the creation of appropriate risk management policies. The Company has developed a consistent, systemic and integrated approach to risk management, including the risk management program, to help determine how best to identify, manage, and mitigate significant risks throughout the Company. Management regularly reports to our Board of Directors and its committees on a variety of risks, including strategic, operational, financial, legal, regulatory and cybersecurity risks, as well as the risks to the Company, its business and its employees due to the COVID-19 pandemic, and the efforts of management to address and mitigate such risks.
Environmental, Social and Governance Matters
For more than 20 years, we have remained committed to making a positive impact in the communities we serve, by providing accessible, high-quality undergraduate, graduate and specialized degree programs. We believe in the power of education to change lives. We know that when our students succeed, countries prosper and societies benefit.
In 2015, we redomiciled in Delaware as a public benefit corporation as a demonstration of our long-term commitment to our mission to benefit our students and society. In 2017, we became the first public benefit corporation publicly listed on any stock exchange in the world. We continually strive to achieve the highest standards of verified social and environmental performance, public transparency and legal accountability that balances profit and purpose.
You can read more about our extraordinary students, faculty and staff who are using their talent and passion to serve, uplift and empower their communities on our corporate website at www.laureate.net/impact.
Delinquent Section 16(a) Beneficial Ownership Reporting Compliance
Reports Based on a review of reports filed with the SECSecurities and Exchange Commission (the “SEC”) by our directors, executive officers and beneficial owners of more than 10% of our Class A common stock regarding their ownership and transactions in our common stock and written representations from those directors and executive officers, we believe that each director, executive officer and beneficial owner of more than 10% of our Class A common stock has filed timely reports under Section 16(a) of the Securities Exchange Act of 1934 during 2017,2020, except that StepStone Funds, William L. Cornog, Pedroeach of Messrs. Cohen and del Corro and Michael Durham each filed a Form 34 late relating to their respectivea grant of common stock and restricted stock units as part of our director compensation program. In addition, a timely Form 3 was not filed by Mr. Cohen in connection with his initial holdings of the Company'sCompany’s common stock in connection with the Company'sCompany’s initial public offering; Point72Asset Management, L.P., its general partner, Point72 Capital Advisors, Inc., and its sole shareholder, Steven A. Cohen, filed a Form 3 and amendment to Form 3 late relating to their initial holdings of the Company's common stock in connection with the Company's initial public offering and filed one Form 4 late covering a total of seven transactions; Kenneth Freeman filed his Form 3 late relating to his initial holdings of the Company's common stock in connection with his becoming a director of the Company and one Form 4 late covering one transaction; and Enderson Guimarães filed one Form 4 late covering 3 transactions.offering.
Compensation Discussion and Analysis
This Compensation Discussion and Analysis provides an overview of our executive compensation philosophy, the overall objectives, of our executive compensation program, and each material elementelements of compensation, forand the factors and process used in making compensation decisions with respect to our fiscal year ended December 31, 2017 that we provided to each person who served2020 named executive officers (“NEOs”) listed below.
| NEOs | | | Title | |
| Eilif Serck-Hanssen | | | President and Chief Executive Officer | |
| Jean-Jacques Charhon(1) | | | Executive Vice President and Chief Financial Officer | |
| Timothy Grace | | | Chief Human Resources Officer | |
| Paula Singer(2) | | | Chief Executive Officer of Walden and Laureate Online Partners | |
| Richard Sinkfield III(3) | | | Chief Legal Officer and Chief Ethics & Compliance Officer | |
(1)
Mr. Charhon resigned from his position with the Company effective April 1, 2021.
(2)
Ms. Singer was designated as our principalan executive officer or principal financial officer during 2017, our three most highly compensated executive officers employed at the endfor a portion of 2017 other than our principal executive officer and principal financial officer, and one additional executive officer who would have been among the three most highly compensated executive officers but for the fact he2020.
(3)
Mr. Sinkfield was
not employed at the end of 2017, all of whom we refer to collectively as our Named Executive Officers. Our Named Executive Officers for the fiscal year ended December 31, 2017, and their respective titles as of the end of the year were as follows:
•Douglas L. Becker, Chairman andappointed Chief Executive Officer;*
•Eilif Serck-Hanssen, President, Chief AdministrativeLegal Officer and Chief Financial Officer;
•Ricardo M. Berckemeyer, Chief OperatingEthics & Compliance Officer effective July 17, 2020.
The discussion regarding the 2020 compensation of our NEOs is divided into four sections.
| | | | Page: | |
| Executive Summary | | | | | 14 | | |
| Compensation Governance | | | | | 15 | | |
| Executive Compensation Program | | | | | 16 | | |
| Policies and Other Considerations | | | | | 25 | | |
Executive Summary
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
Chief Executive Officer, Latin America;
•Timothy Daniels, Chief Executive Officer, EMEAA;**
•Robert W. Zentz, Senior Vice-President;***are instrumental to achieving our business strategy and
•Enderson Guimarães, President and Chief Operating Officer until March 23, 2017.†
*Mr. Becker's employment ended, and he became non-executive Chairman of key financial objectives.
On January 27, 2020, we announced that our Board of Directors
had authorized the Company to explore strategic alternatives for each of its businesses to unlock stockholder value (the “Strategic Alternative Process”). During 2020 and early 2021, we made significant progress on
December 31, 2017**Mr. Daniels's employment terminated December 31, 2017.
***Mr. Zentz served as Senior Vice President, General Counsel,our strategic review, having completed the sales of our business units in Chile, Honduras, Malaysia and Secretary until September 12, 2017. Mr. Zentz's employment terminated December 31, 2017.
†Mr. Guimarães served as PresidentAustralia & New Zealand, and Chief Operating Officer until March 23, 2017. Mr. Guimarães's employment terminated September 29, 2017. On February 6, 2017 we completedsigned transaction agreements for the divestiture of Walden University and our initial public offering. Since the beginning of 2017 we have experienced a significant transition at our executive management level. With the goal of making our organization nimbler, improving decision making processes, and ensuring senior management is closer to our students, we undertook a complete global organization design reviewoperations in Brazil.
In connection with the intentionStrategic Alternative Process, in January 2020, the Compensation Committee recommended and our Board of eliminating layersDirectors approved certain changes to the Company’s compensation programs for the NEOs with respect to incentive-based compensation, severance and increasingretention. Additionally, in March 2021, the span of control of our managers. AsCompensation Committee awarded special one-time discretionary bonuses to Messrs. Serck-Hanssen and Sinkfield to recognize their significant contributions in 2020 to the Strategic Alternative Process. For additional information regarding these compensation changes, see “—Severance Pay Arrangements and Retention/Bonus Transaction Agreements” and “—Discretionary Cash Bonuses.”
Further, as a result of this review, some senior positions were eliminated. As previously discloseduncertainty that existed as to the extent and duration of the COVID-19 pandemic and as part of measures taken to reduce expenses and preserve liquidity, the Company’s executive leadership team volunteered to temporarily reduce their base salaries for six months in our Quarterly Report on Form 10-Q for the period ended September 30, 2017, effective August 1, 2017, we also changed our operating segments in order to realign our segments according to how our chief operating decision maker allocates resources and assesses performance. Seven individuals2020, other than Mr. Sinkfield, who had served as executive officers prior to their departure concluded their service as executive officers by the end of 2017. One person who servedwas newly appointed as an executive officer atin July 2020. Additionally, in response to the end of 2016 currently serves the Company in a non-executive officer capacity asimpact of the date of this Proxy Statementpandemic, in September 2020, the Compensation Committee approved modifications to the 2020 annual incentive plan program in order to encourage continued performance and other persons who were employed by us atretention. For additional
information regarding the
end of 2016 became executive officers after the end of 2017. New executives joined the senior management teamcompensation changes taken in
2017, with a new CFO joining us at the beginning of 2018.
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On September 13, 2017, we announced a transition plan whereby, effective January 1, 2018, our then President, Chief Administrative Officer, and Chief Financial Officer Eilif Serck-Hanssen, became our Chief Executive Officer, and our then Chief Operating Officer, Ricardo Berckemeyer, assumed the additional title of President. Also, effective as of January 1, 2018, our Founder, Chairman and Chief Executive Officer, Douglas Becker, transitioned into the role of non-executive Chairmanlight of the Board of Directors. See "—Potential Payments Upon Change in Control—Becker Chairman Agreement" below for additional information regarding Mr. Becker's transition to non-executive Chairman of the Board of Directors.
COVID-19 pandemic, see “—Base Salary” and “—Annual Incentive Plan.”
In addition to
the Company's 2017 priorities of executing our business plan to achieve strategic and operational results, such as
growing Adjusted EBITDA,driving financial performance, expanding margins,
improving liquidity, and maximizing academic quality and successful student outcomes,
and completing B Corp recertification, among the
highestmost critical strategic priorities for
the Companyour NEOs during
20172020 were to:
•Facilitate a smooth and successful executive management transition;
•
Deliver on our Accelerator Plan commitments, including implementingkey operating metrics despite the COVID-19 pandemic and divestiture timing challenges;
•
Successfully respond to the operational challenges resulting from the COVID-19 pandemic by transitioning all programs from face-to-face learning to online learning;
•
Taking into account the COVID-19 pandemic, implement initiatives across corporate and operating teams, resulting in cost savings initiatives, EiP Wave 2, and executing targetedstreamlining of processes;
•
Improve our organizational model to promote innovation, leadership and accountability within teams; and
•
In connection with the Strategic Alternative Process, execute global asset divestitures to unlock stockholder value.
Highlighted below are some of the key governance and design features with respect to our executive compensation programs for 2020:
| | What we do: | | | What we do NOT do: | |
| | Align pay with performance | | | Guarantee bonus payouts | |
| | Award annual incentive compensation subject to the achievement of pre-determined performance goals | | | Provide excessive executive perquisites | |
| | Incorporate multiple performance metrics within our variable pay components | | | Award equity grants with “single-trigger” accelerated vesting | |
| | Set challenging performance objectives | | | Accelerate vesting of equity awards for retirement | |
| | Incorporate payout caps for performance-based incentives | | | Provide for change in control tax gross-ups | |
| | Consider guidance from an independent compensation consultant | | | Provide supplemental executive retirement or medical plans | |
| | Maintain stock ownership guidelines for executive officers | | | Offer payment of dividends for unearned equity awards | |
| | Maintain an executive severance policy | | | Allow any hedging or pledging transactions | |
Compensation Governance
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 and individual financial and operational 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 Named Executive Officer 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 | |
| Select and Review Peer Group(1) | | | Develop | | | Recommend | | | Approve | | | Develop | |
(1)
As discussed further below, the Company has historically performed annual competitive benchmarking against a peer group. In 2020, however, the Company did not do so given that NEO compensation was not increased in light of the Strategic Alternative Process.
Independent Compensation Committee Consultant
In order to obtain a fresh perspective on strategies that best align company performance and stockholder value with executive compensation, in September 2019, the Compensation Committee retained Meridian Compensation Partners, LLC (“Meridian”) as its new independent compensation consultant for 2020 compensation decisions. 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 concerns of our investors, assisted with the development of conceptual designs for equity and cash incentive compensation programs and provided to the Compensation Committee relevant alternatives to consider when making compensation decisions for the CEO and other NEOs, both in light of the Strategic Alternative Process and the COVID-19 pandemic.
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 2020 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 and that of our students in the near- and long-term. Additionally, our program discourages our executives from taking excessive risk and encourages them to model, in an ethical way, our values, culture and mission, which is to expand access to quality higher education to make the world a better place.
The following four guiding principles further shape our executive compensation program:
•
target compensation is designed to simplifybe competitive and rationalizereflective 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 portfolioexecutive officers are not dictated by any specific percentile of businesses;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;
•Strengthen
future potential; and
•
achievement of previously established corporate performance objectives.
Compensation Peer Group
Historically, the Compensation Committee used data derived from a peer group, developed in part by the independent compensation consultant, to inform its decisions about overall compensation, compensation elements, optimum pay mix and the relative competitive landscape of our balance sheet by reducingexecutive compensation program. In 2020, in light of the Strategic Alternative Process, the Compensation Committee determined not to increase NEO compensation and thus did not perform competitive benchmarking against a defined peer group, although the Compensation Committee could determine to resume competitive benchmarking in the future.
Executive Compensation Pay Components
Fixed vs. Variable Pay
Laureate’s executive compensation program is predominantly composed of three main components: base salary, our Annual Incentive Plan (“AIP”) and our 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) for 2020:
Values above do not include special equity or cash awards that were given as a part of new hire, promotional, retention or other agreements.
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 leveragefixed expenses. Annual salary increases, if any, are reviewed based on performance from the prior year by the Compensation Committee.
In March 2020, the Compensation Committee reviewed the base salary of each of our NEOs (other than Mr. Sinkfield as explained below) and
refinancing outstanding corporate debt.
Promotiondetermined, in light of Executive Officers
On March 28, 2017,the Strategic Alternative Process, to maintain the base salary of each NEO at their 2019 levels, representing the second year of no salary increase for Messrs. Serck-Hanssen, Charhon and Grace.
Subsequently, at management’s request as part of the Company’s efforts to reduce costs and preserve liquidity in response to the COVID-19 pandemic, the Committee approved certain voluntary executive salary reductions, effective May 16, 2020, for a total of six months. Specifically, Mr. Serck-Hanssen agreed to a 20% temporary reduction in base salary, and Messrs. Charhon and Grace and Ms. Singer agreed to a 15% temporary reduction in base salary, in each case for a six-month period.
On July 17, 2020, Mr. Sinkfield was appointed President,to the position of Chief AdministrativeLegal Officer and Chief FinancialEthics & Compliance Officer and Mr. Berckemeyerreceived a promotion increase in base salary to $420,000 as of such date.
Annual Incentive Plan
Our 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 reflects an average of their regional results and Laureate’s overall business results.
The four selected metrics used for the AIP, as defined in the table below, focus executives on the financial sustainability of the organization: Adjusted Financing EBITDA, Unlevered Free Cash Flow, Revenues and New Enrollment (an education industry metric).
| 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 income taxes and equity in net income of affiliates, adding back the following items: (loss) gain on sales of subsidiaries, net; actual foreign currency exchange gain (loss), net; other (expense) income, net; gain (loss) on derivatives; loss on debt extinguishment; interest expense; interest income; depreciation and amortization expense; loss on impairment of assets; share based compensation expense; and expenses related to our Excellence in Process enterprise wide initiative to optimize and standardize our processes to enable sustained growth and margin expansion. | |
| Unlevered Free Cash Flow | | | •
Operating cash flow less capital expenditures, adding back cash interest (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 the Laureate International Universities and can be a leading indicator of future revenue levels. | |
While each of Revenues and New Enrollment is critical to our ability to grow over the long term, Adjusted Financing EBITDA and Unlevered Free Cash Flow are weighted the heaviest, as shown in the below table, because of the Compensation Committee’s focus on sustainable corporate and regional profitability and liquidity. The 2020 AIP was appointed Chief Operating Officerdesigned 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 Chief Executive Officer, Latin America. In connection with his promotion,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 May 23, 2017,a linear basis.
| Levels of Performance | | | Percent
Payout | | | Performance
Against Plan | | | Adjusted
Financing
EBITDA | | | Unlevered
Free
Cash Flow | | | Revenues | | | New
Enrollments | |
| | | | | | | | | | Weight | | | | | 30% | | | | | | 30% | | | | | | 20% | | | | | | 20% | | |
| Maximum | | | | | 200% | | | | Percent of Target | | | | | 110% | | | | | | 120% | | | | | | 105% | | | | | | 115% | | |
| Target | | | | | 100% | | | | Value for 100% Payout | | | Target | | | Target | | | Target | | | Target | |
| Threshold | | | | | 0% | | | | Percent of Target | | | | | 90% | | | | | | 80% | | | | | | 95% | | | | | | 85% | | |
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.
Because the Compensation Committee’s intent in designing the 2020 AIP was for the NEOs to focus on improved profitability and maintaining internal controls, the 2020 AIP initially approved by the Compensation Committee in March 2020 provided that: (i) had we achieved less than 90% 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, (iii) had a deficiency or material weakness in internal controls under an NEO’s responsibility been identified, such NEO’s AIP award could have been reduced, and (iv) if the Company achieved below the threshold percentage for any metric, then the portion of the AIP award dependent on such metric would be entirely deducted from an NEO’s total 2020 AIP award opportunity.
As a result of the impact of the COVID-19 pandemic on the Company’s business, the Compensation Committee determined that the existing incentive targets for 2020 had become unrealistic to achieve and that modifications to the program were necessary in order to motivate and retain employees, including the NEOs. Accordingly, in September 2020, the Compensation Committee approved an increasethe following modifications to the 2020 AIP while maintaining the original targets: (i) lowered thresholds for each metric in the AIP, as follows: Adjusted Financing EBITDA — 80%, Unlevered Free Cash Flow — 70%, Revenues — 85%, and New Enrollment — 75%; (ii) eliminated the requirement of achieving 90% minimum Adjusted Financing EBITDA as a precondition for funding any bonus payment, and (iii) capped payouts at 100% of target regardless of performance above the originally set targets. The Online and Partnerships business was excluded from such modifications given the limited COVID-19 impact in that business. The Compensation Committee believed that this approach was most consistent with the original intent of the AIP while ensuring that the program still motivated employees for the remainder of the year and through the bonus payment date, thereby providing continued focus on performance.
Certain Adjustments in Measuring Performance
In measuring financial performance for purposes of our incentive compensation
payable to Mr. Serck-Hanssen. Effective May 23, 2017, Mr. Serck-Hanssen's annual base salary increased from $605,855 to $710,496, and Mr. Serck-Hanssen's annual target Annual Incentive Plan ("AIP") award opportunity under the Amended Plan (as defined below) increased to 120% of his base salary. On May 23, 2017,programs, the Compensation Committee established new cash Long-Term Incentive Plan ("LTIP") opportunitiesfocuses 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).
2020 AIP Outcomes
At the end of each fiscal year when results are available, all organizational multipliers, the individual performance multipliers of each NEO and the overall annual incentive award for each NEO are reviewed and approved by the Compensation Committee.
AIP payments reflect the Compensation Committee’s assessment of Messrs. Serck-Hansseneach NEO’s individual performance and Berckemeyer. Each of Messrs. Serck-Hanssen and Berckemeyer is eligible to receive up to $1.0 million upon satisfaction of 2017our overall performance criteria and up to an additional $2.0 million upon satisfaction of 2018 performance criteria. The LTIP awards are conditioned onwhen measured against the achievement of corporate Adjusted EBITDA performance goals and may be earned over separate one-year periods subject to continued employment. Any amounts payable under the LTIPs will be payable in 2019 upon certificationestablished by the Compensation Committee for 2020 of achievementAdjusted Financing EBITDA, Unlevered Free Cash Flow, revenues, new enrollments and individual objectives. In assessing 2020 performance under the AIP, the Compensation Committee took into account the impact of certain notable items, including the impact of the COVID-19 pandemic and transaction expenses relating to divestitures.
For the corporate NEOs, Messrs. Serck-Hanssen, Charhon, Grace and Sinkfield, 2020 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 2020 performance by the corporate NEOs.
| Performance Metric | | | Target | | | Weighted
Target as
% of Award | | | Weighted
Target as
% of Corporate
Component | | | 2020
Actual
Performance | | | 2020
Actual
Payout % | |
| Organizational multiplier metrics | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Adjusted Financing EBITDA* | | | | $ | 711.4 | | | | | | 24% | | | | | | 30% | | | | | $ | 704 | | | | | | 28% | | |
| Unlevered Free Cash Flow* | | | | $ | 370.4 | | | | | | 24% | | | | | | 30% | | | | | $ | 406 | | | | | | 40% | | |
| Revenues* | | | | $ | 3,231.6 | | | | | | 16% | | | | | | 20% | | | | | $ | 3,052 | | | | | | 13% | | |
| New Enrollments | | | | | 522,708 | | | | | | 16% | | | | | | 20% | | | | | | 450,000 | | | | | | 9% | | |
| | | | | | | | | | | | 80% | | | | | | 100% | | | | | | | | | | | | 89.5% | | |
*
In millions
For Ms. Singer, the organizational multiplier component of the 2020 AIP award was measured based 50% on corporate level performance results and 50% on the performance results of the business unit for which she had responsibility, Online and Partnerships. The following table contains the goal for each operational metric used to determine the Online and Partnerships component of the organizational multiplier for the AIP awards earned in respect of 2020 performance by Ms. Singer.
| Performance Metric | | | Target | | | Weighted
Target as
% of Award | | | Weighted
Target as
% of Corporate
Component | | | 2020
Actual
Performance | | | 2020
Actual
Payout % | |
| Organizational multiplier metrics | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Adjusted Financing EBITDA* | | | | $ | 167 | | | | | | 24% | | | | | | 30% | | | | | $ | 187 | | | | | | 54% | | |
| Unlevered Free Cash Flow* | | | | $ | 155 | | | | | | 24% | | | | | | 30% | | | | | $ | 204 | | | | | | 60% | | |
| Revenues* | | | | $ | 619 | | | | | | 16% | | | | | | 20% | | | | | $ | 639 | | | | | | 26% | | |
| New Enrollments | | | | | 32,000 | | | | | | 16% | | | | | | 20% | | | | | | 32,000 | | | | | | 19% | | |
| | | | | | | | | | | | 80% | | | | | | 100% | | | | | | | | | | | | 159% | | |
*
In millions
In determining the 2020 AIP payments, the Compensation Committee considered 2020 results with respect to each performance metric and 2020 results as a percentages of the applicable corporate goal and the approved reduced minimum thresholds — in particular, that the Company (i) significantly exceeded the target for Unlevered Free Cash Flow, mainly due to proactive cost saving initiatives, and (ii) despite the COVID-19 pandemic impacts, only slightly missed the target for Adjusted Financing EBITDA. Further, the individual multiplier for each of the NEOs as described below could not exceed the organizational multiplier and, accordingly, was capped at 89.5%, except for Ms. Singer. For Ms. Singer, her individual multiplier could not exceed 159%, which was her organizational multiplier as described above. The Compensation Committee believes that the below-target 2020 payouts for Corporate NEOs, as shown in the table below, appropriately balance the extraordinary achievements of management in navigating through the pandemic and maintaining liquidity, as well as the challenging environment in which the Company operated for most of 2020. The
table below provides information relating to the 2020 target and actual AIP payments for each of the NEOs, both in dollar amounts and as a percentage of year-end base salary.
| Executive | | | Bonus
Salary
Amount ($) | | | AIP
Target
Award as
% of 2020
Year-End
Salary | | | Target 2020
AIP Award
($) | | | Approved
Individual
Performance
Multiplier | | | Actual
Award
($) | | | Actual
Award as a
% of
Target
Award | |
| Eilif Serck-Hanssen | | | | | 850,000 | | | | | | 130% | | | | | | 1,105,000 | | | | | | 89.5% | | | | | | 988,975 | | | | | | 89.5% | | |
| Jean-Jacques Charhon | | | | | 600,000 | | | | | | 100% | | | | | | 600,000 | | | | | | 89.5% | | | | | | 537,000 | | | | | | 89.5% | | |
| Timothy Grace | | | | | 500,000 | | | | | | 80% | | | | | | 400,000 | | | | | | 89.5% | | | | | | 358,000 | | | | | | 89.5% | | |
| Paula Singer | | | | | 459,000 | | | | | | 100% | | | | | | 459,000 | | | | | | 150% | | | | | | 594,644 | | | | | | 129.55% | | |
Richard Sinkfield III(1) | | | | | 420,000 | | | | | | 61% | | | | | | 258,216 | | | | | | 89.5% | | | | | | 231,103 | | | | | | 89.5% | | |
(1)
For Mr. Sinkfield, his bonus was prorated based on his July 17, 2020 promotion as follows: for the period of time prior to his promotion, based 50% on the organizational multiplier and 50% on his individual performance, goals.and, for the period of time after his promotion, based 80% on the organizational multiplier and 20% on his individual performance.
Discretionary Cash Bonuses
The Compensation Committee believes that Messrs. Serck-Hanssen and Sinkfield made significant contributions in 2020 to the Strategic Alternative Process resulting in completed sales of our business units in Chile, Honduras, Malaysia and Australia & New Zealand, and signed transaction agreements for the divestitures of Walden University and our operations in Brazil. In
order to recognize these important achievements, efforts and leadership, in March
2018,2021, the Compensation Committee
certified that the applicable 2017 performance goals had been achieved and the first portion of the cash LTIPs for each executive will be payable in 2019, subject to such executive's continued employment through the payment date. Upon Mr. Serck-Hanssen's appointment as Chief Executive Officer effective January 1, 2018, his annual base salary increased from $710,496 to $850,000 and his annual target AIP award opportunity under the Amended Plan (as defined below) increased from 120% to 130% of his base salary. In addition, on September 13, 2017, Mr. Serck-Hanssen received an award of non-qualified stock options to purchase: (A) 145,773 shares of the Company's Class A common stock with an exercise price of $18.36, which stock options will become vested and exercisable on the first anniversary of the grant date and will expire on the third anniversary of the grant date, and (B) 145,773 shares of the Company's Class A common stock with an exercise price of $21.00, which stock options will become vested and exercisable on the second anniversary of the grant date and will expire on the fourth
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anniversary of the grant date, in each case subject to continued employment through the vesting date. The Compensation Committee wanted to provide an incentiveawarded special one-time discretionary bonuses to Mr. Serck-Hanssen in the amount of $1,000,000 and to workMr. Sinkfield in the amount of $333,333.
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
increase our stock pricetime, the “2013 Plan”) was established for the benefit of
all our investors. Accordingly, the exercise prices of these stock options are substantially in excess of the fair market value of our Class A common stock on the grant date, which was $14.82. Mr. Serck-Hanssen will only recognize value from these stock options if the price of our Class A common stock increases above $18.36 before September 2020,officers, employees and
above $21.00 before September 2021. Upon Mr. Berckemeyer's assumption of his new role as Presidentcertain directors of the Company effective January 1, 2018, his annual base salary increased from $710,496and its subsidiaries, as well as for others performing consulting or advisory services for the Company. The purpose of the 2013 Plan has been to $800,000provide incentives that will attract, retain and his AIP opportunitymotivate 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 Amended2013 Plan (as defined below) increased from 120%consistent with the view that stock-based incentive compensation opportunities play a key role in our being able to 130% of his base salary. In addition, on September 13, 2017, Mr. Berckemeyer received an award of non-qualified stock options to purchase: (A) 200,000 shares of the Company's Class A common stock with an exercise price of $18.36, which will become vestedrecruit, motivate and exercisable on the first anniversary of the grant date and will expire on the third anniversary of the grant date, and (B) 200,000 shares of the Company's Class A common stock with an exercise price of $21.00, which will become vested and exercisable on the second anniversary of the grant date and will expire on the fourth anniversary of the grant date, in each case subject to Mr. Berckemeyer's continued employment. The Compensation Committee wanted to provide an incentive to Mr. Berckemeyer to work to increaseretain qualified individuals. While our stock price for the benefit of all our investors. Accordingly, the exercise prices of these stock options are substantially in excess of the fair market value of our Class A common stock on the grant date, which was $14.82. Mr. Berckemeyer will only recognize value from these stock options if the price of our Class A common stock increases above $18.36 before September 2020, and above $21.00 before September 2021.
On November 6, 2017, the Company filed a Current Report on Form 8-K disclosing the appointment of Jean-Jacques Charhon as the Company's new Executive Vice President and Chief Financial Officer effective January 1, 2018. A copy of Mr. Charhon's offer letter was filed as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and is incorporated herein by reference. Mr. Charhon will be a Named Executive Officer for 2018.
In connection with our 2007 leveraged buyout and in connection with Mr. Becker's service as Chairman and Chief Executive Officer of Laureate, Wengen granted Mr. Becker a profits interest in Wengen ("Executive Profits Interests" or "EPI"), allowing Mr. Becker the potential to share in a portion of Wengen's profits. As of December 31, 2014, all the Executive Profits Interests were vested. Upon the consummation of our initial public offering, all of Mr. Becker's Executive Profits Interests were to be liquidated and exchanged forcompensation packages generally include a number of shares of our Class B common stock then held by Wengen having an aggregate fair market value equaldifferent components, we believe that equity compensation is key to that portion of Wengen's share in uslinking pay to which Mr. Becker would have been entitled on account of the liquidated Executive Profits Interests (the "EPI Shares"). At the initial public offering price of $14.00 per share, Mr. Becker received zero EPI Shares. On the date of our initial public offering, the Company granted to Mr. Becker options (the "EPI Options") to purchase 2,773,098 shares (representing that number of shares of our Class B common stock necessary, when added to the shares to be transferred by Wengen pursuant to the previous sentence above (which was zero), for Mr. Becker to have the same ownership percentage of us that the Executive Profits Interests represented in the profits of Wengen) of the Company's Class B common stock. The exercise price of the EPI Options is equal to (i) $17.00 with respect to 50% of the shares of our Class B common stock subject to the EPI Options and (ii) $21.32 with respect to 50% of the shares of our Class B common stock subject to the EPI Options and the EPI Options fully vested upon consummation of our initial public offering and remain exercisable until December 31, 2019, unless earlier terminated in accordance with the terms of the EPI Option agreements or the 2013 Plan, as applicable. See "—2017 Grants of Plan Based Awards."
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For Mr. Becker, the amount shown in the Option Awards column of the Summary Compensation Table for 2017 includes $14,600,361, the grant date fair value, which is an estimated value computed in accordance with ASC 718, of 2,773,098 EPI Options issued to Mr. Becker on January 31, 2017. Although we issued these EPI Options in 2017 and SEC rules require us to report the grant date fair value in the Summary Compensation Table, they relate to the EPI held by Mr. Becker in Wengen since our 2007 leveraged buyout.
In connection with the 2007 leveraged buyout, an entity affiliated with Mr. Becker and Steven M. Taslitz, a Director of Laureate, and two other founding partners of Sterling Partners (individually, a "Sterling Founder", and collectively, the "Sterling Founders"), of which Mr. Becker owns approximately 24%, received different profits interests in Wengen as compensation for services provided in connection with the leveraged buyout. Effective upon completion of our initial public offering, all of these profits interests were liquidated in exchange for the transfer to this affiliated entity by Wengen of zero shares of our Class B common stock held by Wengen.
Pursuant to an agreement the Sterling Founders entered into on January 20, 1999 in connection with a partnership formed by them (the "Founders' Agreement"), the Sterling Founders share equally, on a net after-tax basis, in certain equity-based compensation they receive, in the aggregate, in connection with services rendered by any of them to certain entities, including Laureate. The Founders' Agreement provides, in certain circumstances, and subject to contractual restrictions, that securities received by a Sterling Founder as compensation for services rendered by him to certain entities shall be assigned or transferred to the Sterling Founders pro rata, or to a partnership they form, as soon as practicable after such assignment or transfer is permitted by contract and applicable law. The Founders' Agreement further provides that if such securities or other property are not transferable or assignable, the rights to receive the net proceeds of such property upon disposition shall be so transferred or assigned. Prior to any such transfer or assignment, each Sterling Founder controls the voting and disposition of any such securities received by such Sterling Founder.
As a result, each Sterling Founder has an economic interest in any share-based compensation received by Mr. Becker in connection with his employment by the Company or any holdings he has in the Company, including any dividends on, or the proceeds from the sale of, the shares of Class B common stock issuable upon the exercise of the EPI Options by Mr. Becker.
The Compensation Committee is responsible for establishing, implementing, and evaluating our employee compensation and benefit programs. The Compensation Committee periodically reviews and makes recommendations to the Board of Directors with respect to the adoption of, or amendments to, all equity-based incentive compensation plans for employees, and cash-based incentive plans for executive officers, and evaluates whether the relationship between the incentives associated with these plans and the level of risk-taking by executive officers in response to such incentives is reasonably likely to have a material adverse effect on the Company. The Compensation Committee annually evaluates the performance of our Chief Executive Officer and our other executive officers, establishes the annual salaries and annual cash incentive awards for our Chief Executive Officer and our other executive officers, and approves all equity awards. The Compensation Committee's objective is to ensure that the total compensation paid to the Named Executive Officers as well as our other senior officers is fair, reasonable, and competitive. Generally, the types of compensation and benefits provided to our Named Executive Officers are like those provided to other senior members of our management team.
The goal of our executive compensation program is to create long-term value for our investors while at the same time rewarding our executives for superior financial and operating performance and
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encouraging them to remain with us for long, productive careers. We believe the most effective way to achieve this objective is to design an executive compensation program balanced to reward the achievement of specific annual, long-term and strategic goals and aligning executives'executives with stockholders, as it encourages employees to work toward our success and aligns their interests with those of our investorsstockholders by further rewarding performance above established goals. No variableproviding them with a means by which they can benefit from increasing the value of the Company’s stock.
Our stock-based compensation is
guaranteed. We use this philosophy as the foundation for evaluating and improving the effectivenessintended to be a significant portion of
our executive pay program. The following are the core elements of our executiveNEO compensation
philosophy:•Market Competitive: Compensation levels and programs for executives, including the Named Executive Officers, should be competitive relative to the appropriate markets in which we operate. We are a unique network of organizations, and we believe that competitive pay programs must be locally driven. It is important for our local organizations to leverage an understanding of what constitutes competitive pay in their markets and build unique strategies to attract the high-caliber talent we require to manage and grow our fast-paced organization;
•Performance-Based: Most executive compensation should be performance-based pay that is "at risk," based on short-term and long-term goals, which reward both organizational and individual performance;
•Investor Aligned: Incentives should be structured to create a strong alignment between executives and investors on both a short-term and a long-term basis; and
•Financially Efficient: Pay programs and features should attempt to minimize the impact on our earnings and maximize our tax benefits, all other things being equal.
By incorporating these elements, we believe our executive compensation program is responsive to our investors' objectives and effective in attracting, motivating, and retaining the level of talent necessary to grow and manage our business successfully.
Our compensation process for each fiscal year begins in the preceding September when senior management meets to set the next year's budgets. Using the budgets developed during October and November, each year in December, the Board of Directors approves our revenue, earnings, and student enrollment goals for the following year. These goals serve as the target metrics in our AIP, a non-equity short-term incentive plan under the Amended Plan designed to create a link between executive compensation and companyour long-term performance, thereby creating alignment between executive and stockholder interests. The Compensation Committee believes that the best way to align compensation of our cash LTIPsNEOs with certain Named Executive Officers, which are designedlong-term growth and profitability is to reward superiordesign long-term incentive compensation that is, to a great degree, dependent upon Company performance.
Historically, our annual grant program used a mix of performance overshare units (“PSUs”), restricted stock units (“RSUs”) and stock options. As a longer period and thereby provide an incentive for these executives to remain with us. See "—Elementsresult of Laureate's 2017 Compensation Program—Incentive Opportunity." In March,the Strategic Alternative Process, the Compensation Committee meetsdetermined not to reviewgrant stock options in 2020 and to focus instead on PSUs and RSUs, as discussed below.
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50% — PSUs: PSUs vest in equal annual installments over a three-year period, subject to achievement of annual Adjusted Financing EBITDA targets. For 2020, the Named Executive Officers'Adjusted Financing EBITDA target was $745,519,000. All unvested PSUs are forfeitable upon termination of employment prior year's performance, set their base salary levels forto vesting. PSUs do not provide voting or dividend rights until the current fiscal year, approve the AIP for the current year,units are vested and approve or modify individual goals for the Named Executive Officers that were recommended by management for the discretionary portionsettled in shares of our AIP. Class A common stock.
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50% — RSUs: Time-based RSUs vest in three equal annual installments, 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 Class A common stock.
We believe that the use of both performance-based and time-based awards creates a strong focus on executive motivation, performance and retention. For additional information on all 2020 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.”
In March,September 2020, the Compensation Committee assesses performanceapproved an additional equity award with a grant date fair value of approximately $58,000 for Mr. Sinkfield in connection with his promotion to Chief Legal Officer and certifiesChief Compliance & Ethics Officer. The terms of the extentadditional equity award, which included RSUs and PSUs and had a grant date of September 11, 2020, were substantially similar to whichterms of Mr. Sinkfield’s 2020 annual grants.
Our NEOs also may receive inducement grants at the prior year'stime of hire or grants 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. Except for Mr. Sinkfield, as described above, no NEO received any such grant in 2020.
In March 2021, the Compensation Committee determined, based on the Company’s 2020 audited consolidated financial statements, that the applicable 2020 performance goals havebased on Adjusted Financing EBITDA had been achieved, taking into account permitted adjustments, including for the impact of COVID-19, for those PSUs that were granted on an annual basis to certain executives, including the NEOs (the “Annual PSUs”). Accordingly, the 2020 tranche of the Annual PSUs vested and authorizeswere settled in shares of our Class A common stock in March 2021.
Other Compensation
Non-Qualified Deferred Compensation Plan
We also maintain a deferred compensation plan (the “DCP”), which is intended to promote executive retention by providing a long-term savings opportunity on a tax-efficient basis. See “—Executive Compensation Tables—2020 Nonqualified Deferred Compensation” for additional information.
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. Our NEOs also were provided with individual supplemental executive long-term disability coverage in 2020. Through the
payment of any earned incentive compensation. PriorCompany’s Group Pinnacle Care plan, which is offered to all U.S.-based full-time employees, our NEOs may participate in the Pinnacle Care Health Consulting Service, a health advisory firm that provides advice and other assistance with health care decisions and gives them access to a personal health advisor with around the clock service. These benefits are provided to the NEOs to eliminate potential distractions from performing their regular job duties. We believe that the cost of these programs is counterbalanced by an increase in productivity by the executives receiving access to them. In connection with offers of employment, the Company may provide relocation benefits to executives, including the NEOs.
Severance Pay Arrangements and Retention/Bonus Transaction Agreements
Severance Policy Guidelines
In March 2018, the Compensation Committee meeting,approved a general severance policy for all employees, including our NEOs, with a goal of providing consistent decisions regarding severance payment amounts
and timing of payments upon termination of executive and non-executive employees. In July 2019, the CEOCompany established the Laureate Education, Inc. Severance Policy for Executives (the “Executive Severance Plan”), which forms part of the general severance policy. The Executive Severance Plan, which applies to all 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.”
Messrs. Serck-Hanssen and Charhon Offer Letters.
At the time Mr. Serck-Hanssen was hired as our Executive Vice President and Chief Human ResourcesFinancial Officer ("CHRO") reviewin 2008, the prior year's performanceCompensation Committee thought it appropriate to authorize Mr. Serck-Hanssen’s written offer of each Named Executive Officer (otheremployment 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.
NEO Retention and Transaction Bonus Agreements
In January 2020, the CEO, whose performance is reviewed onlyCompensation Committee recommended, and our Board of Directors approved, certain changes to the Company’s compensation programs in connection with the Strategic Alternative Process, which changes were finalized by the Compensation Committee). Since May 31, 2017 weCommittee in February 2020. The changes were implemented through individual letter agreements that the Company entered into with the NEOs in March 2020 and by amendment to the Executive Severance Plan.
In connection with these changes, 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. In addition, if an NEO is terminated without “cause” or resigns with “good reason” either prior to the completion of the Strategic Alternative Process or within 12 months following the end of the Strategic Alternative Process, the NEO will receive the same benefits (including the pro rata target annual bonus referred to in the prior sentence) that the NEO would have hadreceived upon a qualifying termination of employment on or following a change in control under the Executive Severance Policy.
In addition, if a participant under the 2013 Plan, including an acting CHRO. The conclusions reached, and recommendations basedNEO, is terminated without “cause” or resigns with “good reason” either prior to the completion of the Strategic Alternative Process or within 12 months following the end of the Strategic Alternative Process, then 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).
Finally, in connection with these reviews, including with respect to salary adjustments and AIP cash award amounts, are presented tochanges, the Compensation Committee atimplemented a cash retention bonus program in which the NEOs, other than Ms. Singer, who is instead eligible for the Singer Retention/Transaction Bonus (as defined below), are eligible to participate. The retention bonus under the program is contingent upon achieving key performance targets. The retention bonus is payable on the earlier of a change in control or the date on which our Board of Directors determines that the Strategic Alternative Process is complete, and the amount of the retention bonus will be determined based on the NEO’s base salary as of the date of the retention letters, the length of the Strategic Alternative Process and the total value to stockholders. The target amount of the cash retention bonus is 75% of the NEO’s base salary as of the date of the retention letters. For Messrs. Serck-Hanssen 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 Alternative Process 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 Alternative Process, then the NEO would be eligible to receive a lump sum pro rata award. Mr. Charhon was excluded from this discussion given that he is not eligible for a cash retention bonus due to his resignation from his position effective April 1, 2021, and such resignation was not with “good reason”.
Ms. Singer is eligible for a regional retention/transaction bonus, under which a special bonus is payable upon the earlier of July 31, 2021 and the date of the closing of a transaction that results in the Company having sold all or substantially all of its March meeting. Theinterest in or assets of the Company’s Walden segment (such bonus, the “Singer Retention/Transaction Bonus”). For Ms. Singer, if such a transaction occurs prior to July 31, 2021, she will receive a bonus equal to 75% of her 2019 base salary (the “Singer Bonus Amount”). If such a transaction does not occur prior to July 31, 2021, Ms. Singer will receive a bonus equal to 50% of the Singer Bonus Amount. Ms. Singer’s entitlement to the Singer Retention/Transaction Bonus is contingent upon her continued employment through the date of such a transaction or July 31, 2021, as applicable.
See “—Executive Compensation Committee determinesTables—Potential Payments upon Termination or Change in Control” for a discussion of the severance benefits available to our NEOs.
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
adjustments and AIP cash awards for our
Named Executive Officers, considering the CEO's
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recommendations. The CEO and CHROthree times annual base salary for all other executives.
The following are considered when determining if an executive has met these guidelines:
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Company Class A or Class B 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
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the in-the-money portion of vested, unexercised stock options.
The following are not membersconsidered:
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unvested or unearned performance-vesting shares/units;
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unvested or previously exercised stock options; and
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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
do not participate in deliberations regarding their own compensation. WeCommittee’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:
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reasonable goals and objectives that are well-defined and communicated;
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•a strong recoupment ("clawback"(“clawback”) policy;
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•balance of short-andshort- and long-term variable compensation tied to a mix of financial and operational objectives;
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•market-aligned severance policy for executives that does not have automatic single-trigger equity vesting or enhanced severance payments upon a change in control;vesting;
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•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;
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•retaining an independent compensation consultant for the Compensation Committee;
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capping annual incentive plan payouts;
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stock ownership guidelines; and
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•the Compensation
Committee'sCommittee’s ability to exercise downward discretion in determining payouts.
During 2017, the former CHRO, the acting CHRO, and members of the human resources staff met several times with Frederic W. Cook & Co., Inc. ("FW Cook"), an independent executive compensation consulting firm retained by the Compensation Committee, for advice and perspective regarding market trends that could affect our decisions about our executive compensation program and practices. During this time, FW Cook assessed our compensation philosophy and the structure of our programs and reviewed our existing equity and variable pay compensation documents. FW Cook then advised management about alternatives it could consider before recommending executive compensation design and amounts to the Compensation Committee. Before engaging FW Cook, the Compensation Committee assessed the independence of FW Cook pursuant to SEC rules and concluded that the work performed by FW Cook does not raise any conflicts of interest.
In its capacity as the Compensation Committee's independent compensation consultant, FW Cook has provided insight to the Compensation Committee on certain regulatory requirements and concerns of our investors, assisting with the development of conceptual designs for future equity and cash incentive compensation programs and providing the Compensation Committee with relevant market data and alternatives to consider when making compensation decisions for the CEO and other Named Executive Officers. The Compensation Committee used its existing Compensation Peer Group, which had last been updated in 2014, as part of the 2017 compensation process to evaluate the competitiveness of the compensation targets for our executive team (the "2017 Peer Group"). The 2017 Peer Group included three distinct elements, each representing a key Laureate characteristic. These business characteristics include: (1) industry, (2) size and complexity and (3) growth and profitability.
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The Compensation Committee had defined these characteristics and selected peer companies for each group as follows:
•Industry: Companies in the S&P 1500 and the educational services industry with total revenue of at least $1 billion, comprising Apollo Education Group, Career Education, DeVry Education Group, Education Management Corporation, and ITT Educational Services.
•Size/Complexity: Companies in the S&P 1500 with total revenue ranging from $2.5 billion to $5.5 billion, with at least 70% of total revenue derived from foreign sources, comprising Analog Devices, Inc., The Brinks Company, Cabot Corporation, FMC Technologies, Inc., First Solar, Inc., Harman International Industries, Incorporated, International Flavors & Fragrances Inc., Molson Coors Brewing Company, Nabors Industries Ltd., Nvidia Corporation, Sandisk Corp., Terex Corporation, and Universal Corporation.
•High Growth/Profitability: Companies in the S&P 1500 with total revenue ranging from $1 billion to $10 billion, three-year total revenue CAGR of at least 15%, three-year average EBITDA margins of at least 20%, and at least 30% of total revenue generated from foreign sources, comprising Altera Corporation, BlackRock, Inc., Celgene Corporation, Cliffs Natural Resources Inc., Discovery Communications, Inc., Equinix, Inc., FLIR Systems, Inc., Gilead Sciences, Inc., Global Payments Inc., Intercontinental Exchange, Inc., Mylan N.V., Newmont Mining Corporation, The Priceline Group Inc., ResMed Inc., and Visa Inc.
In September 2017, the Compensation Committee requested that FW Cook identify a framework of comparators that adequately reflects the unique nature of our operations in 2017 and beyond. Upon the recommendation of FW Cook, the Compensation Committee adopted a new Compensation Peer Group to be used for compensation decisions going forward (the "2018 Peer Group", and collectively with the 2017 Peer Group, the "Peer Groups"). The 2018 Peer Group was developed focusing on comparability in terms of size, complexity (including global presence), profitability, and business content. The 2018 Peer Group comprises 23 companies:
| | | | | | |
Acadia Healthcare Company, Inc. | | Amkor Technology, Inc. | | The Brink's Company | | CommScope Holding Company, Inc. |
Convergys Corporation | | Cooper-Standard Holdings Inc. | | Dover Corporation | | The Interpublic Group of Companies, Inc. |
JELD-WEN Holding, Inc. | | Jones Lang LaSalle Incorporated | | Leggett & Platt, Incorporated | | NCR Corporation |
News Corporation | | ON Semiconductor Corporation | | Pearson plc | | Quanta Services, Inc. |
Regal Beloit Corporation | | Sanmina Corporation | | Sealed Air Corporation | | Sonoco Products Company |
Stericycle, Inc. | | TTM Technologies, Inc. | | Vishay Intertechnology, Inc. | | |
Clawback Policy The Compensation Committee uses data derived from our Peer Groups to inform its decisions about overall compensation, compensation elements, optimum pay mix and the relative competitive landscape of our executive compensation program. The Compensation Committee uses multiple reference points when establishing target compensation levels. Because comparative compensation information is just one of several analytic tools the Compensation Committee uses in setting executive compensation, it has discretion in determining the nature and extent of its use. Moreover, given the limitations associated with comparative pay information for setting individual executive compensation, the Compensation Committee may elect not to use the comparative compensation information at all while making individual compensation decisions.
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In approving 2017 compensation for the Named Executive Officers, the Compensation Committee took under advisement the recommendation of the CEO and acting CHRO relating to the total compensation package for the Named Executive Officers and, based on company-wide operating results and the extent to which individual performance objectives were met, the Compensation Committee determined 2017 compensation for each of the Named Executive Officers. In determining whether to approve or modify management-recommended compensation for the Named Executive Officers in 2017, the Compensation Committee reviewed non-financial factors as part of the overall evaluation of performance. Such non-financial factors included judging the extent to which each Named Executive Officer identified business opportunities, maximized network synergies for Laureate, shared best practices and maximized the mix of our geographic revenues, programs, modalities and levels of study. The Compensation Committee believes non-financial measures are often "leading indicators" of financial performance and are especially important to a geographically dispersed company like Laureate. The Compensation Committee believes that the total 2017 compensation opportunity for our Named Executive Officers was competitive while at the same time being responsible to our investors because a significant percentage of total compensation in 2017 was allocated to variable compensation, paid only upon achievement of both individual and Company performance objectives. In 2017, the Compensation Committee also took into account the Company's succession plan and management changes in determining executive compensation, with a particular emphasis on the transition of Mr. Becker's role and the promotions and significantly increased responsibilities of Messrs. Serck-Hanssen and Berckemeyer.
The following is a summary of key considerations that affected the development of 2017 compensation targets and 2017 compensation decisions for our Named Executive Officers (and which the Compensation Committee believes will continue to affect its compensation decisions in future years):
Market Targets. We target base salary for our Named Executive Officers generally near the 50th percentile of the Compensation Peer Group. AIP and LTIP awards are set as a percentage of base salary based on competitive data from the Compensation Peer Group. Although historically a specific pay mix for our Named Executive Officers has not been set, it has been and will continue to be our policy to allocate a significantly larger portion of the Named Executive Officers' compensation in the form of variable or "at risk" compensation than is allocated to junior members of management. By targeting our Named Executive Officers' base salaries near the 50th percentile and using competitive data to determine the percentages of the AIP and equity incentive targets, most of our Named Executive Officers' pay is at risk, consistent with strategies followed by other comparable companies and the Compensation Committee's pay-for-performance philosophy. Market targets are frequently reviewed to ensure competitiveness with other companies' executives with similar responsibilities to our Named Executive Officers.
Emphasis on Performance. Laureate's compensation program provides increased pay opportunity correlated with superior performance over the long term. When evaluating base salary, individual performance is the primary driver that determines each Named Executive Officer's annual increase, if any. In our AIP, both organizational and individual performance are key drivers in determining each Named Executive Officer's non-equity incentive award.
The Importance of Organizational Results. Laureate's AIP uses the achievement of specific organizational metrics in determining approximately 80% of the Named Executive Officers' target annual cash incentive awards. This is because the Compensation Committee believes it is important to hold the Named Executive Officers accountable for both the results of their organization and overall company results. Our 2017 AIP was designed to emphasize and reward the Named Executive Officers for corporate performance. The Compensation Committee believes
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that individual contributions by the Named Executive Officers significantly affect both regional and overall corporate results. The payment of LTIP awards and the vesting of performance options and performance share units granted under our 2013 Plan and our Amended Plan are dependent on the Company achieving overall corporate financial goals.
Stockholder Approved 2017 Stock Option Repricing and Amendment and Restatement of 2013 Plan
On June 19, 2017, our Board of Directors approved, and Wengen, the holder of a majority of the voting power of the issued and outstanding shares of Class A common stock, par value $0.004 per share ("Class A common stock"), of the Company, and Class B common stock, par value $0.004 per share ("Class B common stock"), of the Company, voting together as a single class, by written consent (i) approved a one-time stock option repricing (the "Option Repricing") as described in more detail below and (ii) approved and adopted the Laureate Education, Inc. Amended and Restated 2013 Long-Term Incentive Plan (the "Amended Plan"), an amendment and restatement of our 2013 Long-Term Incentive Plan (the "2013 Plan").
Since 2013, the Company has maintained the 2013 Plan for the benefit of certain directors, officers, and employees of the Company and its subsidiaries, as well as for others performing consulting or advisory services for the Company. The purpose of the plan has been to provide incentives that will attract, retain and motivate high performing officers, directors, employees and consultants by providing them with appropriate incentives to maximize shareholder value and contribute to the long-term success of the Company. We have granted stock options under the 2013 Plan (and now under the Amended 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 equity compensation is key to linking pay to performance as it encourages employees to work toward our success and aligns their interests with those of our investors by providing them with a means by which they can benefit from increasing the value of the Company's stock.
Under the Option Repricing, the exercise price of each Relevant Option (as defined below) was amended to reduce such exercise price to the average closing price of a share of the Company's Class A common stock as reported on the Nasdaq Global Select Market over the twenty (20) calendar days preceding the date on which the Option Repricing became effective. "Relevant Options" were all outstanding stock options as of June 19, 2017 (vested or unvested) to acquire shares of Class B common stock granted under the 2013 Plan during calendar years 2013 through 2016. The Option Repricing became effective on July 20, 2017, which was the 20th calendar day after we mailed a Notice and Information Statement to stockholders. All Relevant Options were eligible for the repricing and, accordingly, the exercise price of each such stock option was automatically amended, without any action required by the holder thereof, to be $17.44. Stockholder approval was required for the Option Repricing under the listing rules of the Nasdaq Stock Market (the "Nasdaq Listing Rules") and the terms of the 2013 Plan. Such approval was received by the Company from Wengen by written consent dated June 19, 2017.
Since the closing of our initial public offering on February 6, 2017, our Class A common stock has traded on the Nasdaq Global Select Market under the symbol "LAUR". Prior to that date, there was no public trading market for our Class A common stock. There is currently no established public trading market for our Class B common stock. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon any transfer, whether or not for value, except for certain transfers described in our amended and restated certificate of incorporation, including transfers for tax and estate planning purposes, including to trusts, corporations and partnerships controlled by a holder of Class B common stock. From the time the Relevant Options were granted, when our share price was determined by the Compensation Committee
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based on several factors, including an independent third-party valuation, our share price declined and, as of June 19, 2017, 100% of the Relevant Options had exercise prices above the recent closing prices of our Class A common stock. As of June 19, 2017, the closing price of our Class A common stock was $18.51 per share, whereas an aggregate of 5,273,388 Relevant Options with a weighted average exercise price of $23.21 were outstanding under the 2013 Plan and held by 212 individuals. Although we continue to believe stock options are an important component of our compensation program, underwater stock options may be perceived by their holders as having a reduced incentive and retention effect due to the difference between the exercise prices and the current price of our Class A common stock.
The Board believes that the Option Repricing, as designed, was in the best interest of stockholders and the Company, as the repriced stock options were designed to reverse the condition of lost incentive and value, restore the retentive benefit of the affected stock options, and reduce or eliminate the need to grant replacement equity incentives, which would have depleted the available share reserve under the plan, or to grant replacement cash incentives, which could put an undue strain on our cash resources.
Participation in the Option Repricing was not voluntary or discretionary; all Relevant Options were eligible for the repricing and, accordingly, the exercise price of each such Relevant Option was automatically amended as described above, without any action required by the holder thereof. No additional stock options were granted by the Company in connection with the Option Repricing.
Also, on June 19, 2017, the board approved and adopted the Amended Plan, which was approved by Wengen, our majority stockholder (the "Majority Holder"), by written consent dated June 19, 2017. Stockholder approval of the Amended Plan was required under the Nasdaq Listing Rules and the terms of the Amended Plan. The 2013 Plan was revised and updated to include the following material changes which were specifically approved by the Majority Holder in the form of the Amended Plan: (i) an increase in the number of shares of Class A common stock that may be issued pursuant to awards under the Amended Plan from 12,170,918 to 14,713,960; (ii) the addition of performance metrics, the ability to grant cash awards, and annual limits on grants, intended to qualify awards as performance-based awards that would not have been subject to certain limits on tax deductibility of compensation payable to certain executives under the tax laws then in effect; and (iii) an extension of the term of the 2013 Plan so that it will expire on June 18, 2027, the day before the tenth anniversary of the date the Board adopted the Amended Plan.
We operate in a challenging marketplace in which our success depends to a great extent on our ability to attract and retain employees, directors and other service providers of the highest caliber. One of the tools the Board regards as essential in addressing these human resource challenges is a competitive equity incentive program. The Company's employee stock incentive program provides a range of incentive tools and sufficient flexibility to permit the Compensation Committee to implement it in ways that will make the most effective use of the shares the Company's stockholders authorize for incentive purposes. The Board determined that increasing the shares reserved for issuance under the 2013 Plan was necessary for the Company to continue to offer a competitive equity incentive program. The Board and the Majority Holder approved the Amended Plan which includes an increase in the number of shares of Class A common stock that may be issued pursuant to awards under the Amended Plan from 12,170,918 to 14,713,960.
The Amended Plan and our 2007 Stock Incentive Plan for Key Employees of Laureate Education, Inc. and its Subsidiaries (the "2007 Plan") are the only equity plans under which the Company has stock options outstanding. For more information regarding the Option Repricing and the Amended Plan, see the Definitive Schedule 14C we filed with the SEC on June 30, 2017.
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There are three key components of our executive compensation program for our Named Executive Officers: base salary, AIP awards, and long-term equity incentive awards. Four of our Named Executive Officers, Messrs. Serck-Hanssen, Berckemeyer, Daniels, and Guimarães also have participated in LTIPs. The components of incentive compensation (the AIP awards, equity awards and LTIPs) are significantly "at-risk," as the degree to which the AIP awards and LTIPs are paid and the performance vesting and the intrinsic value of the equity awards all depend on the extent to which certain of our operating and financial goals are achieved. In addition to these key compensation elements, the Named Executive Officers are provided certain other compensation. See "—Other Compensation." When reviewing compensation levels, each component of compensation is reviewed independently, and the total pay package is reviewed in the aggregate. However, the Compensation Committee believes that an important component of aligning the interests of investors and executives is to place a strong emphasis on "at risk" compensation linked to overall Company performance.
Base Salary. We pay our Named Executive Officers base salaries to compensate them for services rendered each year. Base salary is a regular, fixed-cash payment, the amount of which is based on position, experience, and performance after considering the following primary factors—internal review of the executive's compensation, relative to both U.S. national market targets and other executives' salaries, and the Compensation Committee's assessment of the executive's individual prior performance. Salary levels are typically considered annually as part of our performance review process but can be adjusted in connection with a promotion or other change in job responsibility. Merit-based increases to salaries of the Named Executive Officers are determined each March by the Compensation Committee after the Compensation Committee assesses performance by each executive during the preceding fiscal year.
The 2017 salaries for the Named Executive Officers were:
| | | | |
Executive | | 2017 Salary | |
|---|
Douglas L. Becker | | $ | 1,038,608 | |
Eilif Serck-Hanssen | | $ | 710,496 | (1) |
Ricardo M. Berckemeyer | | $ | 710,496 | (2) |
Timothy Daniels | | $ | 600,000 | |
Robert W. Zentz | | $ | 506,545 | |
Enderson Guimarães | | $ | 906,017 | |
(1)Salary was increased to this amount on May 23, 2017, with effect as of March 28, 2017.
(2)Salary was increased to this amount effective March 1, 2017.
Incentive Opportunity. In addition to receiving base salaries, the Named Executive Officers participate in the AIP each year. Messrs. Serck-Hanssen, Berckemeyer, Daniels and Guimarães also participated in LTIPs in 2017. However, as a result of the termination of his employment, Mr. Guimarães did not receive any 2017 payment under his LTIP. The Compensation Committee has identified several factors that it believes are critical to the success of our business and these factors, in various combinations, are incorporated into the Amended Plan, the AIP and the LTIPs:
•Adjusted Financing EBITDA: Adjusted EBITDA is a non-GAAP performance measure which we define as income (loss) from continuing operations before income taxes and equity in net income of affiliates, adding back the following items: (loss) gain on sales of subsidiaries, net; foreign currency exchange gain (loss), net; other (expense) income, net; gain (loss) on derivatives; loss on debt extinguishment; interest expense; interest income; depreciation and amortization expense; loss on impairment of assets; share-based compensation expense; and
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expenses related to our EiP initiative. For 2017, the Compensation Committee used an Adjusted Financing EBITDA target for purposes of the AIP, which is like Adjusted EBITDA but excludes non-cash compensation expenses, including expenses relating to long-term incentive plans, acquisition costs, support charges, and royalty/network fees and also excludes the impact of foreign currency exchange rates and certain extraordinary or non-recurring items, which the Compensation Committee believes are not indicative of ongoing results ("Adjusted Financing EBITDA"). The Compensation Committee believes that Adjusted Financing EBITDA is an important measure in evaluating management's success in positioning the Company for sustainable profitability, which is a primary goal of the Company.
•Revenues: Revenues are the 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.
•Operating EBITDA Margin: EBITDA Margin is EBITDA as a percentage of total revenues. In 2017, we calculated the EBITDA Margin using Operating EBITDA. Operating EBITDA is Adjusted Financing EBITDA excluding the value-added tax from royalty/network fees. Operating EBITDA Margin is a means by which the Compensation Committee can monitor the extent to which the Company's growth in revenues results in increased profitability. The target for 2017 was based on 2016 results plus 50 basis points.
•New Enrollment: New enrollment is defined as 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 theLaureate International Universities network and can be a leading indicator of future revenue levels. Total enrollment is tied to total revenues and can be a leading indicator of continued good student outcomes.
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, revenue and Adjusted Financing EBITDA 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 to provide clarity and consistency on how it views the business when evaluating performance. Charges/credits that may be excluded from Adjusted Financing EBITDA include: strategic items (such as restructurings, acquisitions and divestitures); regulatory items (changes in law, or tax or accounting rules); and external items (extraordinary, non-recurring events such as natural disasters).
Annual Cash Incentive Opportunity. Our AIP is an annual cash incentive program designed to create a link between executive compensation and performance of the participants and the Company during the current year. The AIP provides metrics for the calculation of annual incentive-based cash compensation after assessing the executive's performance against pre-determined quantitative and qualitative measures within the context of our overall performance. In the event of attainment of minimum performance goals under the AIP, the Compensation Committee may exercise negative discretion to adjust awards downwards from a potential maximum amount. Eighty percent of each Named Executive Officer's 2017 AIP award is determined based on corporate performance; twenty percent is based on individual performance. In evaluating individual performance, the Compensation Committee reviews the annual objectives set for each of the Named Executive Officers at the start of the year (by the Compensation Committee for the CEO and by the CEO for all other Named Executive Officers) and uses its judgment to determine whether the objectives were achieved. Individual results for the year are rated by the Compensation Committee on a scale from 0% to 200%
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based on the recommendation of the CEO, except with respect to his own performance, which is determined exclusively by the Compensation Committee. 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 Named Executive Officers are also rewarded for important strategic contributions like building succession plan pipelines and high-performance cultures. In reviewing the compensation of the Named Executive Officers, the Compensation Committee considers the executive's performance, the importance of his position to us and the executive's future leadership potential. For all Named Executive Officers, other than the CEO, the CEO gives guidance to the Compensation Committee as to whether he believes each of the Named Executive Officers has achieved the individual performance goals set at the beginning of the year. After his review, the CEO presents AIP award and salary adjustment recommendations for the Named Executive Officers to the Compensation Committee for approval. The Compensation Committee determines the compensation of the Named Executive Officers, considering the CEO's assessment of each executive's performance. The Compensation Committee determines whether the CEO has achieved the individual performance goals the Compensation Committee set for the CEO, taking into account the CEO's assessment of his own performance.
AIP award levels for the Named Executive Officers are dependent on the extent to which specified levels of business metrics and certain individual goals have been achieved. The goals specified in the AIP for each of the above-discussed metrics derive from management's annual business plan (the "annual plan") and management's plan for the next five fiscal years (the "long-range plan"), both of which are reviewed by the Board of Directors each December. The CEO and CHRO work with the Compensation Committee to set target metrics for the AIP based on our Board-approved annual plan and the financial goals contained therein, which the Directors believe should be attainable but only with considerable effort.
In March 2017, the Compensation Committee adopted the 2017 AIP. Weighting under the 2017 AIP consisted of: Adjusted Financing EBITDA, 40%; Revenues, 15%; Operating EBITDA Margin, 10%; New Enrollments, 15%; and Individual Performance, 20%. If at least 95% of the corporate and/or regional Adjusted Financing EBITDA target is not achieved for the year, the maximum AIP payment for Named Executive Officers is capped at 100% of target. If at least 80% of the corporate Adjusted Financing EBITDA is not achieved for the year, the AIP plan pool for the Company's executive officers, which includes the Named Executive Officers, is not funded. If at least 90% of the corporate and/or regional Adjusted Financing EBITDA target is not achieved for the year, the Compensation Committee may elect not to pay any awards to any participant under the 2017 AIP.
In 2017, AIP target award opportunities ranged from 75% to 130% of the base salary of each Named Executive Officer, depending on the executive's level of responsibility and the effect the Compensation Committee perceived the Named Executive Officer to have on Company operations. The Compensation Committee took into consideration Compensation Peer Group competitiveness and compensation equity across various Company executive positions when setting the range of target 2017 AIP award opportunities for our Named Executive Officers. The Compensation Committee also gave each Named Executive Officer the opportunity to earn a 2017 AIP award above the target opportunity up to a maximum of 200% of his AIP target opportunity, if the Company achieved certain levels of performance and the Compensation Committee determined that the individual had achieved certain goals, as well.
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AIP awards granted to our Named Executive Officers for 2017 performance reflect the Compensation Committee's assessment of each Named Executive Officer's individual performance and our overall performance, when measured against the Compensation Committee-established goals for 2017 of Adjusted Financing EBITDA, Revenues, Operating EBITDA Margin, new enrollments, and individual objectives. The 2017 AIP was designed so that a multiplier will be applied to the respective weight of each metric, which proportionally reduces or increases the Named Executive Officer's award depending on the extent to which the goal for each metric is missed or exceeded, as applicable and as set forth in the table below for each Named Executive Officer. Except as described below, for performance percentages between the levels set forth in the table, the resulting payout percentage would be adjusted on a linear basis. Because the Compensation Committee's intent in designing the 2017 AIP was for the Named Executive Officers to stress improved corporate and regional profitability, the 2017 AIP provided that: (i) had we achieved 85% or less of the 2017 corporate and/or regional Adjusted Financing EBITDA goal, as applicable, none of the Named Executive Officers would have received any 2017 AIP Award, and (ii) had the Company achieved less than 95% of the 2017 corporate and/or regional Adjusted Financing EBITDA goal, as applicable, none of the Named Executive Officers would have received more than his target award opportunity, regardless of whether the goal for any of the other metrics had been exceeded. Additionally, the 2017 AIP provided that if the Company achieved 85% or less of the established goal for new enrollments, 90% or less of the established goal for revenues or if Operating EBITDA Margin was less than or equal to the applicable 2016 result, then the portion of the Named Executive Officer's AIP award dependent on that metric would be entirely deducted from his total 2017 AIP award opportunity.
| | | | | | | | | | |
Percent Payout | | Performance
Against Plan | | Adjusted
Financing
EBITDA | | Revenues | | Operating
EBITDA Margin | | New
Enrollments |
|---|
| Weight | | | | 40% | | 15% | | 10% | | 15% |
| 200% | | Percent of Target | | 110% | | 110% | | 2016 result + 100 bps | | 115% |
| 100% | | Value for 100% payout | | Target | | Target | | 2016 result + 50 bps | | Target |
| 0% | | Percent of Target | | 90% | | 90% | | 2016 Result | | 85% |
The tables below contain the goal for each metric used in the 2017 AIP and the 2017 results used by the Compensation Committee to determine the AIP awards earned in respect of 2017 performance by each of the Named Executive Officers, other than Messrs. Daniels and Guimarães. 2017 AIP awards for all Named Executive Officers for whom performance was measured were based on corporate results, which goals and results are shown in the table below. Of the four financial metrics used to determine 2017 AIP awards, Adjusted Financing EBITDA was weighted the heaviest because of the Compensation Committee's focus on corporate and regional profitability. While each of Operating EBITDA Margin, Revenues, and new enrollment are critical to our ability to grow over the long term, the Compensation Committee believes Adjusted Financing EBITDA is the most important measure of sustainable corporate profitability. In assessing performance under the AIP, the Compensation Committee has discretion to adjust certain financial metrics as set forth above in "—Certain adjustments in measuring performance". In assessing 2017 performance under the AIP, the Compensation Committee took into account the impact of certain items including expenses relating to the 2017 corporate debt refinancing, impacts of the 2017 earthquake in Mexico, and costs and expenses relating to certain real estate dispositions that the Compensation Committee determined were not indicative of the ongoing operational results of our business. These adjustments included disregarding the impact of certain non-recurring items that had the effect of increasing reported results, such as the sale by one of our subsidiaries of certain real property in Ecuador.
As a result of the termination of their employment neither Mr. Daniels nor Mr. Guimarães received a payment under the 2017 AIP. However, under the terms and conditions of their respective Separation Agreements, a portion of each of their respective separation payments included an amount
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equal to their target award under the 2017 AIP. As a result, for Mr. Daniels an amount equal to his target 2017 AIP award of $600,000 was included in his separation payment and for Mr. Guimarães an amount equal to his target 2017 AIP award of $1,177,821 was included in his separation payment. For Messrs. Daniels and Guimarães we report these amounts in the All Other Compensation Column of the Summary Compensation Table.
Corporate 2017 AIP
| | | | | | | | | | | | | | | | |
Performance Metric | | Target | | Weighted
Target as %
of Award | | Weighted
Target as %
of Corporate
Component | | 2017 Results | | 2017 Results
as a % of
Corporate
Goal | |
|---|
Adjusted Financing EBITDA(1) | | $ | 775.9 | | | 40 | % | | 50 | % | $ | 788.2 | | | 57.9 | % |
Revenue(1) | |
$ |
4,165.0 | | |
15 |
% | |
18.8 |
% |
$ |
4,123.4 | | |
16.9 |
% |
Operating EBITDA Margin | | |
19.3 |
% | |
10 |
% | |
12.5 |
% | |
19.9 |
% | |
25.0 |
% |
New Enrollments | | |
532,723 | | |
15 |
% | |
18.8 |
% | |
519,075 | | |
15.6 |
% |
Individual Performance | | | | | |
20 |
% | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | |
100 |
% | |
100 |
% | | | | |
115.4 |
% |
The table below provides information relating to the 2017 AIP target for each of the Named Executive Officers, both in dollar amounts and as a percentage of year-end base salary. For Mr. Berckemeyer only, the Compensation Committee determined it was appropriate to apply his 2018 salary and 130% target, each of which became effective as of January 1, 2018, in determining his 2017 AIP payment. The Compensation Committee made this determination to reflect his extraordinary contributions to a smooth management transition during 2017 and due to the fact he had assumed many additional responsibilities during 2017 beyond what were part of his original 2017 objectives. In making this assessment, the Compensation Committee applied a 100% individual multiplier to Mr. Berckemeyer's 2017 performance. Had the Compensation Committee applied his 2017 salary and target award, it also would have applied a higher individual multiplier. The table below reflects these adjustments for Mr. Berckemeyer.
| | | | | | | | | | | | | | | | | | | |
Executive | | Bonus
Salary
Amount ($) | | AIP Target
Award as
% of 2017
Year-End
Salary | | Target 2017
AIP Award
($) | | Approved
Individual
Multiplier | | Actual
Award $ | | Actual
Award as a
% of Target
Award | |
|---|
Douglas L. Becker | | | 1,038,608 | | | 120 | % | | 1,246,330 | | | 100 | % | | 1,399,479 | | | 112.3 | % |
Eilif Serck-Hanssen | | | 710,496 | | | 120 | % | | 852,595 | | | 150 | % | | 1,042,621 | | | 122.3 | % |
Ricardo M. Berckemeyer | | | 800,000 | | | 130 | % | | 1,040,000 | | | 100 | % | | 1,167,795 | | | 112.3 | % |
Timothy Daniels | | | 600,000 | | | 100 | % | | 600,000 | | | — | | | — | | | — | |
Robert W. Zentz | | | 506,544 | | | 75 | % | | 379,908 | | | 100 | % | | 426,591 | | | 112.3 | % |
Enderson Guimarães | | | 906,017 | | | 130 | % | | 1,177,821 | | | — | | | — | | | — | |
Long-Term Cash Incentive Opportunity. Messrs. Serck-Hanssen, Berckemeyer and Daniels each participated in a LTIP in 2017. The LTIPs are multi-year cash incentive plans designed to motivate and reward participants for the achievement of performance goals over a multi-year period by offering them the opportunity to receive cash payments based on the achievement of such goals. The multi-year performance period is designed to provide an additional incentive for the Named Executive Officers to remain with Laureate through the performance period and beyond. The LTIP awards are conditioned
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on the achievement of Company financial performance goals and are earned over separate one-year periods subject to continued employment through the payment date. Messrs. Serck-Hanssen and Berckemeyer received payments in early 2017 attributable to 2016 performance under their previous LTIPs, which amounts are reported in the Non-Equity Incentive Plan column of the Summary Compensation Table for 2016. No amounts have yet been paid to Messrs. Serck-Hanssen or Berckemeyer under their LTIPs approved in May 2017. The amounts paid to Mr. Daniels with respect to 2017 appear in the Non-Equity Incentive Plan column of the Summary Compensation Table and were paid to him pursuant to the Daniels Separation Agreement.
On May 23, 2017, the Compensation Committee established new cash LTIP opportunities for Messrs. Serck-Hanssen and Berckemeyer. Each of Mr. Serck-Hanssen and Mr. Berckemeyer is eligible to receive up to $1.0 million upon satisfaction of 2017 performance criteria and up to an additional $2.0 million upon satisfaction of 2018 performance criteria. The LTIP awards are conditioned on the achievement of corporate Adjusted EBITDA performance goals and may be earned over separate one-year periods subject to continued employment through the payment date. Any amounts payable under the LTIPs will be payable in early 2019 upon certification by the Compensation Committee of achievement of the applicable performance goals. In March 2018, the Compensation Committee certified that the applicable 2017 performance goals had been achieved and the first portion of the cash LTIP for each executive is banked and will be payable, subject to continued employment through the payment date, in 2019.
Pursuant to the Daniels Separation Agreement we paid Mr. Daniels $267,910 for 2016 performance under Mr. Daniels's LTIP, which had been earned and accrued but not yet paid as of December 31, 2017 and $300,000 for 2017 performance under Mr. Daniels's LTIP. See "—Potential Payments Upon Termination or Change in Control—Daniels Separation Agreement" for more information.
Long-Term Equity Incentive Opportunity. The use of long-term equity incentives creates a link between executive compensation and Laureate's long-term performance, thereby creating alignment between executive and investor interests.
Equity awards for our Named Executive Officers under the Amended Plan were determined based on market competitiveness, criticality of position and individual performance (both historical and expected future performance). There is no set weight given to these factors. Performance awards for our Named Executive Officers under the 2013 Plan prior to 2016 can vest subject to an annual corporate Equity Value Target, while performance awards granted during 2016 and 2017 are subject to an Adjusted EBITDA target. Equity Value is generally defined as Adjusted EBITDA, minus noncontrolling interests equity value, multiplied by 10, minus net debt, all calculated on a foreign currency neutral basis. The Compensation Committee uses its discretion in determining appropriate equity award levels for the Named Executive Officers.
During 2016 the Compensation Committee began to evolve our equity grant practices commencing with the annual equity awards made in 2016 to employees other than the Named Executive Officers. During 2017 the Compensation Committee continued to refine our long-term incentive award program to make it more consistent with market practice, appropriately aligning pay with performance, and maximizing share usage under our Amended Plan.
The principal long-term equity incentive design features adopted in 2016 and 2017 included:
•Moving from a plan designed to deliver market-competitive long-term incentives in a front-loaded fashion to senior executives and on an annual basis to other employees, to a plan designed to deliver market-competitive long-term incentives on an annual basis to all eligible employees;
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•Moving from awards vesting over five years to awards vesting over three years, generally as follows:
•Stock options: 33.3% of the total number of options in each annual grant vesting each year;
•RSUs: 33.3% of the total number of units in each annual grant vesting each year; and
•PSUs: 33.3% of the total number of units in each annual grant vesting each year based on corporate performance against an Adjusted EBITDA performance goal set annually by the Compensation Committee (although some awards made to employees other than Named Executive Officers during 2016 include cliff vesting at the end of a three-year performance period);
•Reduce or eliminate use of performance stock options; and
•Change from Equity Value Target performance goal to Adjusted EBITDA performance goal.
Stock Options: Historically, stock options have been, and we expect they will continue to be, a core element of long-term incentive opportunity for our Named Executive Officers. The Compensation Committee believes that the best way to align compensation of our Named Executive Officers with long-term growth and profitability is to design long-term incentive compensation that is, to a great degree, dependent on Company performance. 2017 grants of time-based stock options granted to our Named Executive Officers (other than those granted to Mr. Becker in connection with his EPI, those granted to Messrs. Serck-Hanssen and Berckemeyer in September, and those granted to Mr. Zentz under the Zentz Separation Agreement) vest in equal annual installments over a three-year period, subject to continued employment on each applicable vesting date. See "—Outstanding Equity Awards" for information about the vesting terms of our outstanding stock options.
See "—Arrangements with Certain Named Executive Officers—Chairman and Chief Executive Officer Compensation" for more information concerning the EPI Options the Company granted to Mr. Becker.
Performance Share Units: The PSUs granted in 2017 vest in equal annual installments over a three-year period subject to satisfaction of an Adjusted EBITDA target. PSUs granted prior to 2017 were eligible to vest subject to satisfaction of an annual Equity Value Target. See "—Outstanding Equity Awards" for information about the vesting terms of our outstanding PSUs.
In March 2018, the Compensation Committee determined, based on the Company's audited consolidated financial statements for 2017, that the applicable 2017 performance goals had been achieved, and the PSUs subject to those performance goals had vested and were settled in shares of common stock in March 2018. PSUs are affected by all changes in the fair market value of our common stock and, therefore, the value to the Named Executive Officers is affected by both increases and decreases in the fair market value. Except as provided in an individual agreement, 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 common stock.
Restricted Stock Units: Restricted stock units granted in 2017 vest in three equal annual installments, subject to continued employment. See "—2017 Grants of Plan-Based Awards" for more information on these grants. See "—Outstanding Equity Awards" for information about the vesting terms of our outstanding RSUs.
Except as provided in an individual agreement, 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 common stock.
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Deferred Compensation. The Post-2004 DCP is intended to promote executive retention by providing a long-term savings opportunity on a tax-efficient basis to approximately 82 eligible Company employees for the 2017 plan year, including certain of the Named Executive Officers. The Post-2004 DCP allows participants to defer up to 85% of their base salaries and 100% of any AIP awards, with investment results based on investment decisions and market results and payout following termination of employment or another selected payout schedule. Payouts of Post-2004 DCP balances are made in a lump sum or in installments, at the election of the participants. Each year, we have the ability, but not the obligation, to make matching employer contributions to each participant's Post-2004 DCP account if the participant made salary reduction contributions to the 401(k) Retirement Savings Plan, received less than the full match under the 401(k) Retirement Savings Plan on the salary reduction contribution because of the limit in Section 401(a)(17) of the Code on compensation and made at least a $5,000 minimum contribution to his or her 401(k) Retirement Savings Plan account. To date, we have not made any matching contributions to any participant Post-2004 DCP account, nor have we chosen to make any other discretionary employer contributions permitted to be made to participants pursuant to the Post-2004 DCP. See "—2017 Nonqualified Deferred Compensation" below for information relating to the 2017 Post-2004 DCP accounts of certain of our Named Executive Officers. All amounts deferred under the Post-2004 DCP are unfunded and unsecured obligations of Laureate, receive no preferential creditors' standing and are subject to the same risks as any of our other general obligations.
Benefits. We provide various employee benefit programs to our Named Executive Officers, 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 employees. Named Executive Officers were also provided with individual supplemental executive long-term disability coverage in 2017 and may participate in the Pinnacle Care Health Consulting Service, a medical concierge service that provides advice and other assistance with health care decisions and gives them access to medical services around the world. In connection with their separation from employment, we agreed to provide Mr. Guimarães and Mr. Daniels with relocation benefits. These benefits are provided to the Named Executive Officers to eliminate potential distractions from performing their regular job duties. We believe the cost of these programs is counterbalanced by an increase in productivity by the executives receiving access to them.
In October 2013, the Compensation Committee adopted anCompany’s Executive Incentive Compensation Recoupment Policy, also known as a "clawback." Under these clawback provisions,“clawback” policy, executives thatwho violate confidentiality, non-competition, and non-solicitation agreements forfeit any outstanding awards under the 2013 Plan or the Amended 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. We plan to revise the Executive Incentive Compensation Recoupment Policy to be consistent with the final rules implementing the requirements of the Dodd-Frank Act.
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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.cost efficient. Under GAAP, the cash AIP
awards, LTIP awards and performance-based equity awards result in
"accrual"“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
Named Executive OfficersNEOs 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, 2020.
COMPENSATION COMMITTEE
Brian F. Carroll
Andrew B. Cohen
William L. Cornog
Pedro del Corro
Kenneth W. Freeman
George Muñoz
Executive Compensation Tables
Summary Compensation Table
The following table
summarizessets forth information regarding the
total compensation
earned in 2015, 2016of our NEOs for 2020, 2019 and
2017 by Messrs. Becker, Serck-Hanssen, Berckemeyer, and Guimarães, and in 2017 by each of the other Named Executive Officers. Messrs. Daniels and Zentz were not Named Executive Officers in 2015 or 2016. We have omitted from this table the columns for Change in Pension Value and Nonqualified Deferred Compensation Earnings because no Named Executive Officer received such types of compensation during 2017, 2016 or 2015.
2018.
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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 | | | | | 2020 | | | | | | 765,708 | | | | | | 1,000,000 | | | | | | 2,550,020 | | | | | | — | | | | | | 988,975 | | | | | | 12,159 | | | | | | 5,316,862 | | |
| | | | 2019 | | | | | | 850,000 | | | | | | — | | | | | | 1,862,500 | | | | | | 621,075 | | | | | | 1,689,589 | | | | | | 12,009 | | | | | | 5,035,173 | | |
| | | | 2018 | | | | | | 850,000 | | | | | | — | | | | | | 1,960,215 | | | | | | 653,608 | | | | | | 1,671,349 | | | | | | 11,859 | | | | | | 5,147,031 | | |
Jean-Jacques Charhon
Executive Vice President and Chief Financial Officer | | | | | 2020 | | | | | | 555,375 | | | | | | — | | | | | | 1,500,014 | | | | | | — | | | | | | 537,000 | | | | | | 8,550 | | | | | | 2,600,939 | | |
| | | | 2019 | | | | | | 600,000 | | | | | | — | | | | | | 1,107,358 | | | | | | 369,203 | | | | | | 917,424 | | | | | | 8,400 | | | | | | 3,002,385 | | |
| | | | 2018 | | | | | | 600,000 | | | | | | — | | | | | | 461,220 | | | | | | 753,790 | | | | | | 387,312 | | | | | | 62,950 | | | | | | 2,265,272 | | |
Timothy Grace
Chief Human Resources Officer | | | | | 2020 | | | | | | 462,812 | | | | | | — | | | | | | 400,010 | | | | | | — | | | | | | 358,000 | | | | | | 8,550 | | | | | | 1,229,372 | | |
| | | | 2019 | | | | | | 500,000 | | | | | | — | | | | | | 292,159 | | | | | | 97,423 | | | | | | 611,616 | | | | | | 8,400 | | | | | | 1,509,598 | | |
| | | | 2018 | | | | | | 297,436 | | | | | | — | | | | | | 321,730 | | | | | | 107,220 | | | | | | 520,416 | | | | | | 423,133 | | | | | | 1,669,935 | | |
Paula Singer
Chief Executive Officer, Walden and Laureate Online Partners | | | | | 2020 | | | | | | 424,862 | | | | | | — | | | | | | 459,004 | | | | | | — | | | | | | 594,644 | | | | | | 8,550 | | | | | | 1,487,060 | | |
| | | | 2019 | | | | | | 457,500 | | | | | | — | | | | | | 328,679 | | | | | | 109,602 | | | | | | 558,328 | | | | | | 8,400 | | | | | | 1,462,509 | | |
Richard Sinkfield III
Chief Legal Officer and Chief
Ethics & Compliance Officer | | | | | 2020 | | | | | | 379,647 | | | | | | 333,000 | | | | | | 215,532 | | | | | | — | | | | | | 231,103 | | | | | | 8,550 | | | | | | 1,167,832 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Name and Principal Position | | Year | | Salary
($) | | Bonus
($) | | Stock
Awards | | Option
Awards | | Non-Equity
Incentive
Plan
Compensation
($)(14) | | All Other
Compensation
($)(15) | | Total
($) | |
|---|
Douglas L. Becker | | | 2017 | | | 1,115,104 | | | | | | | | | 20,375,498 | (9)(10) | | 1,399,479 | | | 45,372 | (16) | | 22,935,453 | |
Founder, Chairman & CEO(1) | | | 2016 | | | 1,014,916 | | | | | | | | | 4,071,544 | | | 1,291,784 | | | 43,815 | (16) | | 6,422,059 | |
| | | 2015 | | | 994,220 | | | | | | | | | | | | 1,420,461 | | | 45,477 | (16) | | 2,460,158 | |
Eilif Serck-Hanssen | | |
2017 | | |
686,716 | | | | | |
1,677,188 |
(8) | |
2,424,458 |
(9)(11) | |
1,042,621 | | |
11,709 |
(17) | |
5,842,692 | |
President, Chief Administrative | | | 2016 | | | 592,034 | | | | | | 706,640 | | | 672,613 | | | 1,134,734 | | | 11,559 | (17) | | 3,117,580 | |
Officer and Chief Financial | | | 2015 | | | 579,962 | | | | | | 524,989 | | | | | | 1,161,174 | | | 12,272 | (17) | | 2,278,397 | |
Officer(2) | | | | | | | | | | | | | | | | | | | | | | | | | |
Ricardo M. Berckemeyer | | |
2017 | | |
708,174 | | | | | |
1,677,188 |
(8) | |
2,984,664 |
(9)(12) | |
1,167,795 | | |
43,604 |
(18) | |
6,581,425 | |
Chief Operating Officer and CEO, | | | 2016 | | | 694,288 | | | | | | 706,640 | | | 676,500 | | | 2,055,211 | | | 40,903 | (18) | | 4,173,542 | |
LatAm(3) | | | 2015 | | | 680,130 | | | | | | | | | | | | 2,117,978 | | | 50,012 | (18) | | 2,848,120 | |
Timothy Daniels | | |
2017 | | |
623,077 |
(7) | | | | | | | |
288,461 |
(9) | |
— | | |
2,648,950 |
(19) | |
3,560,488 | |
Chief Executive Officer, EMEAA(4) | | | | | | | | | | | | | | | | | | | | | | | | | |
Robert W. Zentz | | |
2017 | | |
543,853 |
(7) | | | | |
340,375 |
(8) | |
1,946,624 |
(9)(13) | |
426,591 | | |
1,028,627 |
(20) | |
4,286,071 | |
Senior Vice President, Secretary & General Counsel(5) | | | | | | | | | | | | | | | | | | | | | | | | | |
Enderson Guimarães | | |
2017 | | |
731,807 |
(7) | | | | | | | |
1,326,711 |
(9) | |
— | | |
2,287,980 |
(21) | |
4,346,498 | |
President & Chief Operating | | | 2016 | | | 905,014 | | | | | | | | | 746,890 | | | 2,245,192 | | | 12,093 | | | 3,909,189 | |
Officer(6) | | | 2015 | | | 300,000 | | | 1,800,000 | | | 5,054,170 | | | 11,284,109 | | | 963,718 | | | 98,427 | | | 19,500,424 | |
(1)(1)Mr. Becker served as Chief Executive Officer through December 31, 2017. On January 1, 2018 he became the non-executive ChairmanSalary rates in 2020 were unchanged from 2019, but reflected voluntary temporary salary reductions taken in light of the Boardimpact of Directors.
(2)Effective January 1, 2018,the COVID-19 pandemic on the Company for all of the NEOs, other than in the case of Mr. Serck-Hanssen becameSinkfield. For Mr. Sinkfield, his salary was prorated in 2020 based on the effective date of his promotion to Chief Executive Officer.
(3)Effective January 1, 2018, Mr. Berckemeyer became PresidentLegal Officer and Chief Operating Officer.Ethics & Compliance Officer on July 17, 2020.
(2)
For Messrs. Serck-Hanssen and Sinkfield, the Compensation Committee granted a special one-time discretionary cash bonus in recognition of their significant contributions to the Company’s strategic review process during 2020.
(3)
(4)Effective December 31, 2017, Mr. Daniels's employment terminated.
(5)Effective December 31, 2017, Mr. Zentz's employment terminated.
(6)Mr. Guimarães servedExcept as President and Chief Operating Officer until March 23, 2017. Effective September 29, 2017, Mr. Guimarães's employment terminated.
(7)Amounts include paid unused vacation time.
(8)The amounts reported representotherwise noted, 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 718,718”). For a discussion of RSUs and PSUs grantedthe assumptions related to the NEOs on June 14, 2017. RSUs can vest in three equal annual installments, subject to continued employment. PSUs can vest in three equal annual installments, upon achievementcalculation of corporate performance goals, and subject to continued employment. Pleasethis value, refer to Note 14,12, 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, 2017 for a discussion of the assumptions related to the calculation of such value.2020.
(4)
(9)Amounts shown for 2017 include the incremental fair value on June 19, 2017, the modification date, which is an estimated value computed in accordance with ASC 718, with respect to the reduction to $17.44 of the exercise price per share of certain stock options granted under our 2013 Plan. See "—Stockholder Approved 2017 Stock Option Repricing" and "—2017 Grants of Plan-Based Awards" for more information. For Mr. Becker the total incremental fair value reported for 2017 pursuant to SEC rules is $1,419,131. Notwithstanding, following the termination of Mr. Becker's employment, certain unvested stock options were forfeited and $215,815 of the total expense associated with this modification was reversed. For Mr. Serck-Hanssen the total incremental fair value reported is $382,164. For Mr. Berckemeyer the total incremental fair value reported is $384,373. For Mr. Daniels, the total incremental fair value reported is $288,461. For Mr. Zentz the total incremental fair value reported for 2017 pursuant to SEC rules is $234,359. Notwithstanding, following the termination of Mr. Zentz's employment, certain unvested stock options were forfeited and $19,292 of the total expense associated with this modification was reversed. For Mr. Guimarães the total incremental fair value reported for 2017 pursuant to SEC rules is $1,326,711. Notwithstanding, following the termination of Mr. Guimarães's employment, certain unvested stock options were forfeited and $796,028 of the total expense associated with this modification was reversed. Please refer to Note 14, Share-based Compensation, in our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017 for a discussion of the assumptions related to the calculation of such value.
(10)For Mr. Becker, the amount shown in the Option Awards column for 2017 includes $14,600,361, the grant date fair value, which is an estimated value computed in accordance with ASC 718, of 2,773,098 EPI Options issued to Mr. Becker in connection with our IPO. Although these EPI Options were issued in 2017 and SEC rules require us to report the grant date fair value in the Summary Compensation Table, they relate to a profits interest held by Mr. Becker since 2007 in Wengen, our majority stockholder, which was converted into these EPI Options in connection with our initial public offering in 2017. For more information regarding these EPI Options, see above under "—Executive Profits Interests." The amount shown for 2017 also includes $4,356,006, which2020, represents the incremental fair value on the modification date of December 31, 2017, with respect to the extension of post-termination exercise periods for his vested options other than his EPI options from 90 days to five years in connection with his deemed Retirement.
(11)For Mr. Serck-Hanssen, the amount shown in the Option Awards column for 2017 includes the grant date fair value, which is an estimated value computed in accordance with ASC 718, of $542,290 for stock options granted to him on June 14, 2017 and $1,500,004 for stock options granted to him on September 13, 2017.
(12)For Mr. Berckemeyer, the amount shown in the Option Awards column for 2017 includes the grant date fair value, which is an estimated value computed in accordance with ASC 718, of $542,291 for stock options granted to him on June 14, 2017 and $2,058,000 for stock options granted to him on September 13, 2017.
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(13)For Mr. Zentz, the amount shown in the Option Awards column for 2017 includes the grant date fair value, which is an estimated value computed in accordance with ASC 718, of $110,054 for stock options granted to him on June 14, 2017 and $832,000 for stock options granted to him on August 24, 2017. The amount shown for 2017 also includes $770,211, which represents the incremental fair value on the modification date of August 28, 2017 with respect to the extension of post-termination exercise periods for his vested options from 90 days to five years in connection with his deemed Retirement on that date.
(14)For 2015-2017 for Mr. Becker and 2017 for Mr. Zentz the amounts shown in this column represent awards under our AIP only. For Mr. Serck-Hanssen the 2017 amount represents awards under our AIP only, the 2016 amount represents $634,734earned under the AIP and $500,000 under his LTIP, and the 2015 amount represents $661,174 under the AIP and $500,000 under his LTIP. 2020 AIP.
(5)
For Mr. Berckemeyer the 2017 amount represents awards under our AIP only, the 2016 amount represents $1,055,211 under the AIP and $1,000,000 under his LTIP, and the 2015 the amount represents $1,117,978 under the AIP and $1,000,000 under his LTIP. For Mr. Guimarães the 2016 amount represents $1,245,192 under the AIP and $1,000,000 under his LTIP and the 2015 amount represents $463,718 under the AIP and $500,000 under his LTIP.
(15)"All Other Compensation" for each Named Executive Officer2020, includes $8,100 for 2017 and $7,950 for each of 2016 and 2015$8,550 contributed by us pursuant to our 401(k) matching program. Forprogram and, for Mr. Guimarães only, the 2015 and 2017 401(k) match was $0.
(16)For 2017, includes $24,987 for executive supplemental disability plan premiums paid by us, $10,750 for medical concierge services, and $1,411 for transportation. For 2016, includes $24,987 for executive supplemental disability plan premiums paid by us, $10,750 for medical concierge services, as well as other personal expense reimbursement. For 2015, includes $24,987 for executive supplemental disability plan premiums paid by us and $10,000 for medical concierge services, as well as transportation and personal expense reimbursement.
(17)For 2016 and 2017,Serck-Hanssen, includes $3,609 for executive supplemental disability plan premiums paid by us. For 2015, includes $3,609premiums.
Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table
Employment Arrangements. We have entered into offer letters or employment agreements with each of the NEOs, which provide for executive supplemental disability plan premiums paid by usan NEO’s base salary as of the commencement of employment, the target annual incentive and $713 in distributions on unvested restricted shares.
(18)For 2017, includes $4,639the long-term incentive equity awards. See “—Compensation Discussion and Analysis—Base Salary” for executive supplemental disability plan premiums paid by us, $1,600more information regarding these base salaries for a service award, and $29,265 for family transportation. For 2016, includes $4,639 for executive supplemental disability plan premiums paid by us and $28,314 for family transportation. For 2015 includes $4,639 for executive supplemental disability plan premiums paid by us, personal expense reimbursement and $35,306 for family transportation.
(19)For 2017, the amounts reported in the All Other Compensation column for Mr. Daniels include: (a) $240,001 housing allowance; (b) $552,956 hypothetical taxes and tax equalization payment associated with Mr. Daniels's expatriate assignment; and (c) the following paymentsNEOs.
Annual Incentive Awards. In 2020, annual cash incentive awards were granted under the Daniels Separation Agreement: (i) $600,000 severance; (ii) $600,000, representing an amount equal to Mr. Daniels's target 2017 AIP payment; (iii) $267,910 earned for 2016 under Mr. Daniels's LTIP, but paid following the termination of his employment;2020 AIP. See “—Compensation Discussion and (iv) $300,000, representing an amount equal to Mr. Daniels's target 2017 LTIP payment. See "—Potential Payments Upon Termination or Change in Control—Daniels Separation Agreement" belowAnalysis — Annual Incentive Plan” for more information regarding the Daniels Separation Agreement.
(20)For 2017, includes $1,013,090 severance payment. See "—Potential Payments Upon Termination or Change in Control—Zentz Separation Agreement" below for more information regarding2020 AIP.
Long-Term Incentive Awards. In 2020, the Zentz Separation Agreement.
(21)For 2017, includes $2,083,837 severance payment and $200,000 relocation support. See "—Potential Payments Upon Termination or Change in Control— Guimarães Separation Agreement" below for more information regarding the Guimarães Separation Agreement.
Eilif Serck-Hanssen Offer Letter. At the time Mr. Serck-Hanssen was hired as our Executive Vice President and Chief Financial Officer in July 2008, our other executive officers were partiesCompany granted annual long-term incentive awards to retention agreements entered into in connection with the leveraged buyout, which have since expired, that provided, among other things, for a lump sum severance benefitNEOs in the event we terminated the executive's employment without cause. Because Mr. Serck-Hanssen was being hiredform of PSUs and RSUs, as an executive officer at a time when these retention agreements were still in effect, 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 the same lump sum severance benefit in the event we terminate his employment without cause. See "—Potential Payouts Upon Termination or Change in Control—Involuntary Termination Without Cause" for a discussion of the severance benefits available to Mr. Serck-Hanssen.
The table below sets forth information regarding grants of plan-based awards to our Named Executive Officers in 2017. The grants includedescribed below. Each award opportunities for our Named Executive Officers under our AIP for performance during 2017, equity awards made in June to Messrs. Serck-Hanssen, Berckemeyer, and Zentz, the incremental fair value on the modification date of June 19, 2017 of repricing certain stock options granted under the 2013 Plan, and the accounting charge we recognized in connection with the extension of post-termination exercise periods for vested stock options held by Messrs. Becker and Zentz from 90 days to the earlier of: (a) the expiration date of the stock option; or (b) December 31, 2022, in connection with deemed Retirement. See "—Compensation Discussion and Analysis—Elements of Laureate's Compensation Program—Incentive Opportunity" and "—Shareholder Approved 2017 Stock Option Repricing/Retention Equity Grant" above for further discussion of these grants. For Mr. Becker, this table also includes the EPI Options that were granted to him on January 31, 2017 in connection with our initial public offering in connection with the liquidation of his Executive Profits Interests in Wengen. See "—Executive Profits Interests" above.
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GRANTS OF PLAN-BASED AWARDS
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| | Grant
Date
Fair
Value of
Stock
and
Option
Awards
($) | |
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| | All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) | |
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| | 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 (#) | | Exercise
or Base
Price of
Option
Awards
($/share) | |
|---|
Name | | Grant Date | | Award Type | | Threshold
($) | | Target
($) | | Maximum
($) | | Threshold
(#) | | Target
(#) | | Maximum
(#) | |
|---|
Douglas L. Becker | | | 3/7/17 | | AIP(1) | | | 1 | | | 1,246,330 | | | 2,492,659 | | | | | | | | | | | | | | | | | | | | | | |
| | | 10/2/13 | | Options(2) | | | | | | | | | | | | | | | | | | | | | | | | 802,212 | | | 17.44 | | | 1,203,317 | |
| | | 10/2/13 | | Options(3) | | | | | | | | | | | | | | | | | | | | | | | | 802,212 | | | 17.44 | | | 4,356,006 | |
| | | 10/25/16 | | Options(2) | | | | | | | | | | | | | | | | | | | | | | | | 162,267 | | | 17.44 | | | 215,815 | |
| | | 1/31/17 | | EPI Options | | | | | | | | | | | | | | | | | | | | | | | | 1,386,549 | | | 17.00 | | | 7,889,464 | |
| | | 1/31/17 | | EPI Options | | | | | | | | | | | | | | | | | | | | | | | | 1,386,549 | | | 21.32 | | | 6,710,897 | |
Eilif Serck-Hanssen | | |
3/7/17 | | AIP(1) | | |
1 | | |
852,595 | | |
1,705,190 | | | | | | | | | | | | | | | | | | | | | | |
| | | 5/24/17 | | Cash LTIP(7) | | | 1,000,000 | | | 2,000,000 | | | 3,000,000 | | | | | | | | | | | | | | | | | | | | | | |
| | | 10/2/13 | | Options(2) | | | | | | | | | | | | | | | | | | | | | | | | 254,776 | | | 17.44 | | | 382,164 | |
| | | 6/14/17 | | Options(4) | | | | | | | | | | | | | | | | | | | | | | | | 57,937 | | | 17.89 | | | 542,290 | |
| | | 6/14/17 | | RSUs(5) | | | | | | | | | | | | | | | | | | | | | 31,250 | | | | | | | | | 559,063 | |
| | | 6/14/17 | | PSUs(6) | | | | | | | | | | | | | | | 62,500 | | | | | | | | | | | | | | | 1,118,125 | |
| | | 9/13/17 | | Options(8) | | | | | | | | | | | | | | | | | | | | | | | | 145,773 | | | 18.36 | | | 776,970 | |
| | | 9/13/17 | | Options(9) | | | | | | | | | | | | | | | | | | | | | | | | 145,773 | | | 21.00 | | | 723,034 | |
Ricardo M. Berckemeyer | | |
3/7/17 | | AIP(1) | | |
1 | | |
852,595 | | |
1,705,190 | | | | | | | | | | | | | | | | | | | | | | |
| | | 5/24/17 | | Cash LTIP(7) | | | 1,000,000 | | | 2,000,000 | | | 3,000,000 | | | | | | | | | | | | | | | | | | | | | | |
| | | 10/2/13 | | Options(2) | | | | | | | | | | | | | | | | | | | | | | | | 256,249 | | | 17.44 | | | 384,374 | |
| | | 6/14/17 | | Options(4) | | | | | | | | | | | | | | | | | | | | | | | | 57,937 | | | 17.89 | | | 542,290 | |
| | | 6/14/17 | | RSUs(5) | | | | | | | | | | | | | | | | | | | | | 31,250 | | | | | | | | | 559,063 | |
| | | 6/14/17 | | PSUs(6) | | | | | | | | | | | | | | | 62,500 | | | | | | | | | | | | | | | 1,118,125 | |
| | | 9/13/17 | | Options(8) | | | | | | | | | | | | | | | | | | | | | | | | 200,000 | | | 18.36 | | | 1,066,000 | |
| | | 9/13/17 | | Options(9) | | | | | | | | | | | | | | | | | | | | | | | | 200,000 | | | 21.00 | | | 992,000 | |
Timothy Daniels | | |
3/7/17 | | AIP(1) | | |
1 | | |
600,000 | | |
1,200,000 | | | | | | | | | | | | | | | | | | | | | | |
| | | 7/11/17 | | Bonus(10) | | | 1 | | | 250,000 | | | 250,000 | | | | | | | | | | | | | | | | | | | | | | |
| | | 10/2/13 | | Options(2) | | | | | | | | | | | | | | | | | | | | | | | | 192,307 | | | 17.44 | | | 288,461 | |
Robert W. Zentz | | |
3/7/17 | | AIP(1) | | |
1 | | |
379,909 | | |
759,817 | | | | | | | | | | | | | | | | | | | | | | |
| | | 10/2/13 | | Options(2) | | | | | | | | | | | | | | | | | | | | | | | | 113,919 | | | 17.44 | | | 170,879 | |
| | | 10/2/13 | | Options(3) | | | | | | | | | | | | | | | | | | | | | | | | 113,919 | | | 17.44 | | | 587,822 | |
| | | 7/10/14 | | Options(2) | | | | | | | | | | | | | | | | | | | | | | | | 18,586 | | | 17.44 | | | 26,950 | |
| | | 7/10/14 | | Options(3) | | | | | | | | | | | | | | | | | | | | | | | | 14,868 | | | 17.44 | | | 76,719 | |
| | | 3/4/15 | | Options(2) | | | | | | | | | | | | | | | | | | | | | | | | 18,688 | | | 17.44 | | | 25,789 | |
| | | 3/4/15 | | Options(3) | | | | | | | | | | | | | | | | | | | | | | | | 11,211 | | | 17.44 | | | 57,849 | |
| | | 5/2/16 | | Options(2) | | | | | | | | | | | | | | | | | | | | | | | | 8,016 | | | 17.44 | | | 10,741 | |
| | | 5/2/16 | | Options(3) | | | | | | | | | | | | | | | | | | | | | | | | 5,342 | | | 17.44 | | | 27,565 | |
| | | 6/14/17 | | Options(4) | | | | | | | | | | | | | | | | | | | | | | | | 11,758 | | | 17.89 | | | 110,055 | |
| | | 6/14/17 | | Options(3) | | | | | | | | | | | | | | | | | | | | | | | | 3,918 | | | 17.89 | | | 20,256 | |
| | | 6/14/17 | | RSUs(5) | | | | | | | | | | | | | | | | | | | | | 6,342 | | | | | | | | | 113,458 | |
| | | 6/14/17 | | PSUs(6) | | | | | | | | | | | | | | | 12,684 | | | 12,684 | | | | | | | | | | | | 226,917 | |
| | | 8/24/17 | | Options(11) | | | | | | | | | | | | | | | | | | | | | | | | 200,000 | | | 18.36 | | | 832,000 | |
Enderson Guimarães | | |
3/7/17 | | AIP(1) | | |
1 | | |
1,177,821 | | |
2,355,643 | | | | | | | | | | | | | | | | | | | | | | |
| | | 9/17/15 | | Options(2) | | | | | | | | | | | | | | | | | | | | | | | | 982,749 | | | 17.44 | | | 1,326,711 | |
(1)This row discloses estimated possible future payouts under our 2017 AIP. The Compensation Committee approved the 2017 AIP target award opportunities for the Named Executive Officers at its March 7, 2017 meeting. The target awards were equal to a percentage of each Named Executive Officer's base salary on December 31, 2017. The percentage of base salary for each Named Executive Officer's 2017 AIP target award was: Mr. Becker 120%, Mr. Serck-Hanssen 85%; Mr. Berckemeyer 120%; Mr. Daniels 100%; Mr. Zentz 75%; and Mr. Guimarães 130%. The maximum 2017 AIP opportunity for each Named Executive Officer was equal to 200% of his 2017 AIP target award. See "—Annual Cash Incentive Opportunity" above for more information regarding the AIP.
(2)On June 19, 2017, our Board of Directors and Wengen approved the Option Repricing. Pursuant to the Option Repricing, the exercise price of all stock options outstanding as of June 19, 2017 and granted under the 2013 Plan during calendar years 2013 through 2016 was reduced to $17.44 per share. The amounts in the column Grant Date Fair Value of Stock and Option Awards represent the incremental fair value, which is an estimated value computed in accordance with ASC 718, on the modification date with respect to the repricing of these options. This incremental fair value is also reported in the Options Awards column of the Summary Compensation Table.
(3)Pursuant to the terms of each of their respective agreements with us, the termination of employment of Mr. Becker and Mr. Zentz was deemed to have been "by reason of Retirement" under the applicable provisions of their outstanding stock option agreements with us, other than Mr. Becker's EPI options, notwithstanding the fact that at least 12 months' advance written notice of such retirement was not provided. The amounts in the column Grant Date Fair Value of Stock and Option Awards represent the incremental fair value on the modification date, which is an estimated value computed in accordance with ASC 718, with respect to the extension of post-termination exercise periods for vested options. This incremental fair value is also reported in the Options Awards column of the Summary Compensation Table.
(4)Granted under the Amended Plan. These time-based vesting stock options have a 10-year term and vest in equal annual installments beginning on December 31, 2017, subject to continued employment (with limited exceptions for termination of employment due to death, permanent disability and qualifying termination following a change of control). The exercise price is $17.89 per share.
(5)Granted under the Amended Plan. These RSUs vest in three equal annual installments beginning on December 31, 2017, subject to continued employment (with limited exceptions for termination of employment due to death, permanent disability and qualifying termination following a change of control).
(6)Granted under the Amended Plan. One third of these PSUs will be eligible to vest based upon achievement of the applicable Adjusted EBITDA targets for each of 2017, 2018, and 2019, subject in each case to continued employment through the 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. One-third of control).
(7)Each of Mr. Serck-Hanssen and Mr. Berckemeyer isthe annual grant PSUs will be eligible to receive up to $1.0 millionvest based upon satisfaction of 2017 performance criteria and up to an additional $2.0 million upon satisfaction of 2018 performance criteria. The LTIP awards are conditioned on the achievement of corporate Adjusted EBITDA performance goals
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and may be earned over separate one-year periods subject to continued employment. Any amounts payable under the LTIPs will be payable in early 2019 upon certification by the Compensation Committee of achievement of the applicable performance goals.
(8)Granted under the Amended Plan. These stock options have a three-year termAdjusted EBITDA targets for each of fiscal year 2020, 2021, and 2022.
•
RSUs. The annual grant RSUs vest in three equal annual installments beginning on September 13, 2018, subjectDecember 31, 2020.
Grants of Plan-Based Awards in 2020
The following table sets forth information regarding grants of plan-based awards to continued employment (with limited exceptions for termination of employment due to death, permanent disability and qualifying termination following a change of control). The exercise price is $18.36 per share. The fair market value of our Class A common stock onNEOs in 2020:
GRANTS OF PLAN-BASED AWARDS
| | | | | | | | | | | | | Estimated Future Payouts
Under
Non-Equity
Incentive Plan Awards | | | Estimated Future Payouts
Under Equity
Incentive Plan Awards | | | All
Other
Stock
Awards:
Number of
Shares of
Stock or
Units (#) | | | All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) | | | Exercise
or Base
Price of
Option
Awards
($/share) | | | Grant
Date
Fair
Value of
Stock
and
Option
Awards
($)* | |
| Name | | | Grant
Date | | | Award
Type | | | Threshold
($) | | | Target
($) | | | Maximum
($) | | | Threshold
(#) | | | Target
(#) | | | Maximum
(#) | |
| Eilif Serck-Hanssen | | | | | | | | | AIP(1) | | | | | 0 | | | | | | 1,105,000 | | | | | | 1,105,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | | | Retention(2) | | | | | 0 | | | | | | 637,500 | | | | | | 1,275,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 3/10/20 | | | | PSUs | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 73,700 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,275,010 | | |
| | | | 3/10/20 | | | | RSUs | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 73,700 | | | | | | — | | | | | | — | | | | | | 1,275,010 | | |
| Jean-Jacques Charhon | | | | | | | | | AIP(1) | | | | | 0 | | | | | | 600,000 | | | | | | 600,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | | | Retention(2) | | | | | 0 | | | | | | 450.000 | | | | | | 900,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 3/10/20 | | | | PSUs | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 43,353 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 750,007 | | |
| | | | 3/10/20 | | | | RSUs | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 43,353 | | | | | | — | | | | | | — | | | | | | 750,007 | | |
| Timothy Grace | | | | | | | | | AIP(1) | | | | | 0 | | | | | | 400,000 | | | | | | 400,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | | | Retention(2) | | | | | 0 | | | | | | 375,000 | | | | | | 750,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 3/10/20 | | | | PSUs | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,561 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 200,005 | | |
| | | | 3/10/20 | | | | RSUs | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,561 | | | | | | — | | | | | | — | | | | | | 200,005 | | |
| Paula Singer | | | | | | | | | AIP(1) | | | | | 0 | | | | | | 459,000 | | | | | | 918,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | | | Retention(2) | | | | | 172,125 | | | | | | 344,250 | | | | | | 344,250 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 3/10/20 | | | | PSUs | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,266 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 229,502 | | |
| | | | 3/10/20 | | | | RSUs | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,266 | | | | | | — | | | | | | — | | | | | | 229,502 | | |
| Richard Sinkfield III | | | | | | | | | AIP(1) | | | | | 0 | | | | | | 258,216 | | | | | | 258,216 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | | | Retention(2) | | | | | 0 | | | | | | 131,250 | | | | | | 262,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 3/10/20 | | | | PSUs | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,553 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 78,767 | | |
| | | | 3/10/20 | | | | RSUs | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 4,553 | | | | | | — | | | | | | — | | | | | | 78,767 | | |
| | | | 9/11/20 | | | | PSUs(3) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,182 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 28,999 | | |
| | | | 9/11/20 | | | | RSUs(3) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,182 | | | | | | — | | | | | | — | | | | | | 28,999 | | |
*
Represents the grant date was $14.82.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 12, 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, 2020.
(1)
(9)GrantedRepresents the threshold, target and maximum payout opportunities under the Amended Plan. These stock options have a four-year term2020 AIP. See “—Compensation Discussion and vestAnalysis — Annual Incentive Plan” for more information regarding the 2020 AIP.
(2)
Represents the threshold, target and maximum payout opportunities (a) under the corporate retention program for the NEOs, other than for Ms. Singer, and (b) for Ms. Singer, under the Singer Retention/Transaction Bonus. See “—Compensation Discussion and Analysis — Severance Pay Arrangements and Retention/Bonus Transaction Agreements” for more information regarding the transaction and retention bonus program.
(3)
The grants of PSUs and RSUs made to Mr. Sinkfield on September 13, 2019, subject11, 2020 have substantially the same terms as the annual 2020 grants. See “—Narrative to continued employment (with limited exceptions for terminationSummary Compensation Table and Grants of employment due to death, permanent disability and qualifying termination following a change of control). The exercise price is $21.00 per share. The fair market value of our Class A common stock on the grant date was $14.82.
(10)Pursuant to the terms and conditions of the Daniels Separation Agreement, Mr. Daniels is eligible to receive a transaction bonus of up to $250,000 in June 2018 based on the proceeds of our asset divestitures and his contribution to their sale.
(11)Granted under the Amended Plan. These stock options expire on March 31, 2020. These stock options were fully vested and exercisable on the grant date. The fair market value of our Class A common stock on the grant date was $14.20.Plan-Based Awards Table.”
Outstanding Equity Awards at 2017 Year End
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
restricted shares that have not vested as of the end of
the most recently completed fiscal year for each Named Executive Officer. Each outstanding award is represented by a separate row, which indicates the number of securities underlying the award, including awards that have been transferred other than for value (if any).2020.
For option awards, the table
disclosesprovides the number of shares underlying both exercisable and unexercisable options,
as well as the exercise price and the expiration date. For stock unit awards, the table provides the total number of
unvested units
that have not vested and the aggregate market value of shares of stock issuable upon vesting of these
units that have not vested.unvested units. We computed the market value of stock unit awards by multiplying the fair market value of our Class A common stock at the end of the most recently completed fiscal yearDecember 31, 2020 ($13.56)14.56) by the number of shares of stock or units.
Stock options granted under the 2013 Plan and the Amended Plan generally have a ten-year term and must have an exercise price of no less than fair market value on the date of grant, which is the closing price of our Class A common stock on the Nasdaq on the date of grant. The value of our stock options to each grantee is entirely dependent on stock price appreciation beyond the date of grant and the ability to sell the shares acquired upon exercise of options. On June 19, 2017, the Board of Directors and the Majority Holder approved the Option Repricing. See "—2017 Stock Option Repricing & Amendment & Restatement of 2013 Plan."
The following table sets forth information regarding outstanding equity awards held by our Named Executive Officers as of the end of 2017, including equity awards granted under our 2007 Plan, our 2013 Plan, and our Amended Plan to the Named Executive Officers.
| | | | Option Awards | | | Stock Awards | |
| Name | | | Grant
Date | | | Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable(1) | | | Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable(2) | | | Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#) | | | Option
Exercise
Price
($) | | | Option
Expiration
Date | | | Number of
Shares or
Units of
Stock
That
Have Not
Vested
(#)(3) | | | Market
Value
of Shares
or Units of
Stock That
Have Not
Vested
($)(4) | | | Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)(5) | | | Equity
Incentive
Plan
Awards:
Market or
Payout Value
of Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)(4) | |
| Eilif Serck-Hanssen | | | | | 10/2/13 | | | | | | 254,776 | | | | | | — | | | | | | — | | | | | $ | 17.44 | | | | | | 10/2/23 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 6/14/17 | | | | | | 57,937 | | | | | | — | | | | | | — | | | | | $ | 17.89 | | | | | | 6/14/27 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 9/13/17 | | | | | | 145,773 | | | | | | — | | | | | | — | | | | | $ | 21.00 | | | | | | 9/13/21 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 3/7/18 | | | | | | 84,774 | | | | | | — | | | | | | — | | | | | $ | 13.97 | | | | | | 3/7/28 | | | | | | — | | | | | | — | | | | | | 31,181 | | | | | $ | 453,995 | | |
| | | | 3/6/19 | | | | | | 68,438 | | | | | | 34,219 | | | | | | — | | | | | $ | 14.90 | | | | | | 3/6/29 | | | | | | 13,889 | | | | | $ | 202,224 | | | | | | 55,555 | | | | | $ | 808,881 | | |
| | | | 3/10/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 49,134 | | | | | $ | 715,391 | | | | | | 73,700 | | | | | $ | 1,073,072 | | |
| Jean-Jacques Charhon | | | | | 1/2/18 | | | | | | 89,552 | | | | | | — | | | | | | — | | | | | $ | 14.72 | | | | | | 1/2/23 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 3/7/18 | | | | | | 19,947 | | | | | | — | | | | | | — | | | | | $ | 13.97 | | | | | | 3/7/28 | | | | | | — | | | | | | — | | | | | | 7,336 | | | | | $ | 106,812 | | |
| | | | 3/6/19 | | | | | | 24,154 | | | | | | 12,078 | | | | | | — | | | | | $ | 14.90 | | | | | | 3/6/29 | | | | | | 4,902 | | | | | $ | 71,373 | | | | | | 19,608 | | | | | $ | 285,492 | | |
| | | | 8/1/19 | | | | | | 16,864 | | | | | | 8,431 | | | | | | — | | | | | $ | 16.40 | | | | | | 8/1/29 | | | | | | 3,049 | | | | | $ | 44,393 | | | | | | 12,196 | | | | | $ | 177,574 | | |
| | | | 3/10/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 28,902 | | | | | $ | 420,813 | | | | | | 43,353 | | | | | $ | 631,220 | | |
| Timothy Grace | | | | | 5/29/18 | | | | | | 12,887 | | | | | | — | | | | | | — | | | | | $ | 15.55 | | | | | | 5/29/28 | | | | | | | | | | | | | | | | | | 4,597 | | | | | $ | 66,932 | | |
| | | | 3/6/19 | | | | | | 10,736 | | | | | | 5,367 | | | | | | — | | | | | $ | 14.90 | | | | | | 3/6/29 | | | | | | 2,178 | | | | | $ | 31,712 | | | | | | 8,714 | | | | | $ | 126,876 | | |
| | | | 3/10/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,708 | | | | | $ | 112,228 | | | | | | 11,561 | | | | | $ | 168,328 | | |
| Paula Singer | | | | | 10/2/13 | | | | | | 256,249 | | | | | | — | | | | | | — | | | | | $ | 17.44 | | | | | | 10/2/23 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 3/7/18 | | | | | | 14,960 | | | | | | — | | | | | | — | | | | | $ | 13.97 | | | | | | 3/7/28 | | | | | | — | | | | | | — | | | | | | 5,502 | | | | | $ | 80,109 | | |
| | | | 3/6/19 | | | | | | 12,078 | | | | | | 6,038 | | | | | | — | | | | | $ | 14.90 | | | | | | 3/6/29 | | | | | | 2,451 | | | | | $ | 35,687 | | | | | | 9,804 | | | | | $ | 142,746 | | |
| | | | 3/10/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,844 | | | | | $ | 128,769 | | | | | | 13,266 | | | | | $ | 193,153 | | |
| Richard Sinkfield III | | | | | 10/2/13 | | | | | | 12,692 | | | | | | — | | | | | | — | | | | | $ | 17.44 | | | | | | 10/2/23 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 3/4/15 | | | | | | 1,293 | | | | | | — | | | | | | — | | | | | $ | 17.44 | | | | | | 3/4/25 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 5/2/16 | | | | | | 520 | | | | | | — | | | | | | — | | | | | $ | 17.44 | | | | | | 5/2/26 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 6/14/17 | | | | | | 1,457 | | | | | | — | | | | | | — | | | | | $ | 17.89 | | | | | | 6/14/27 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 3/7/18 | | | | | | 4.523 | | | | | | — | | | | | | — | | | | | $ | 13.97 | | | | | | 3/7/28 | | | | | | — | | | | | | — | | | | | | 1,663 | | | | | $ | 24,213 | | |
| | | | 3/6/19 | | | | | | 3.762 | | | | | | 1,880 | | | | | | — | | | | | $ | 14.90 | | | | | | 3/6/29 | | | | | | 763 | | | | | $ | 11,109 | | | | | | 3,053 | | | | | $ | 44,452 | | |
| | | | 3/10/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,036 | | | | | $ | 44,204 | | | | | | 4,553 | | | | | $ | 66,292 | | |
| | | | 9/11/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,455 | | | | | $ | 21,185 | | | | | | 2,182 | | | | | $ | 31,770 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
| | Option Awards | | Stock Awards | |
|---|
Name | | Original
Grant
Date | | Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable(1) | | Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable(2) | | Equity
Incentive Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)(3) | | Option
Exercise
Price
($) | | Option
Expiration
Date | | Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)(4) | | Market Value
of Shares
or Units of
Stock That
Have Not
Vested
($) | | Equity
Incentive Plan
Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)(5) | | Equity
Incentive Plan
Awards:
Market or
Payout Value
of Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($) | |
|---|
Douglas L. Becker(6) | | | 10/2/13 | | | 756,368 | | | | | | 45,843 | | $ | 17.44 | | | 12/31/22 | | | | | | | | | 36,253 | | | 491,591 | |
| | | 1/31/17 | | | 1,386,549 | | | | | | | | $ | 17.00 | | | 12/31/19 | | | | | | | | | | | | | |
| | | 1/31/17 | | | 1,386,549 | | | | | | | | $ | 21.32 | | | 12/31/19 | | | | | | | | | | | | | |
Eilif Serck-Hanssen | | |
8/5/08 | | |
281,250 | | | | | | | |
$ |
21.28 | | |
8/5/18 | | | | | | | | | | | | | |
| | | 10/2/13 | | | 240,215 | | | | | | 14,561 | | $ | 17.44 | | | 10/2/23 | | | | | | | | | 11,514 | | $ | 156,143 | |
| | | 5/14/15 | | | | | | | | | | | | | | | | | | 20,380 | | $ | 276,353 | | | | | | | |
| | | 10/25/16 | | | | | | | | | | | | | | | | | | 21,607 | | $ | 292,991 | | | 8,643 | | $ | 117,199 | |
| | | 6/14/17 | | | 19,310 | | | 38,627 | | | | | $ | 17.89 | | | 6/14/27 | | | 20,835 | | $ | 282,523 | | | 62,500 | | $ | 847,500 | |
| | | 9/13/17 | | | | | | 145,773 | | | | | $ | 18.36 | | | 9/13/20 | | | | | | | | | | | | | |
| | | 9/13/17 | | | | | | 145,773 | | | | | $ | 21.00 | | | 9/13/21 | | | | | | | | | | | | | |
Ricardo Berckemeyer | | |
10/2/13 | | |
241,604 | | | | | |
14,645 | |
$ |
17.44 | | |
10/2/23 | | | | | | | | |
11,580 | |
$ |
157,038 | |
| | | 10/25/16 | | | | | | | | | | | | | | | | | | 21,607 | | $ | 292,991 | | | 8,642 | | $ | 117,186 | |
| | | 6/14/17 | | | 19,310 | | | 38,627 | | | | | $ | 17.89 | | | 6/14/27 | | | 20,835 | | $ | 282,523 | | | 62,500 | | $ | 847,500 | |
| | | 9/13/17 | | | | | | 200,000 | | | | | $ | 18.36 | | | 9/13/20 | | | | | | | | | | | | | |
| | | 9/13/17 | | | | | | 200,000 | | | | | $ | 21.00 | | | 9/13/21 | | | | | | | | | | | | | |
Timothy Daniels | | |
10/2/13 | | |
181,318 | | | | | |
10,989 | |
$ |
17.44 | | |
3/31/18 | | | | | | | | |
8,692 | |
$ |
117,864 | |
Robert W. Zentz | | |
10/2/13 | | |
107,407 | | | | | |
6,512 | |
$ |
17.44 | | |
12/31/22 | | | | | | | | |
5,149 | | |
69,820 | |
| | | 7/10/14 | | | 13,629 | | | | | | 1,239 | | $ | 17.44 | | | 12/31/22 | | | | | | | | | 651 | | | 8,828 | |
| | | 3/4/15 | | | 9,965 | | | | | | 1,246 | | $ | 17.44 | | | 12/31/22 | | | | | | | | | 652 | | | 8,841 | |
| | | 5/2/16 | | | 5,342 | | | | | | | | $ | 17.44 | | | 12/31/22 | | | | | | | | | | | | | |
| | | 6/14/17 | | | 3,918 | | | | | | | | $ | 17.89 | | | 12/31/22 | | | | | | | | | 4,227 | | $ | 57,318 | |
| | | 8/24/17 | | | 200,000 | | | | | | | | $ | 18.36 | | | 3/31/20 | | | | | | | | | | | | | |
Enderson Guimarães(7) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
- (1)
The numbers in this column represent
Represents vested timetime- and vested performanceperformance-based options.
(2)
(2)The numbers in this column representRepresents unvested time options. The vesting dates of unvested timetime-based options are as follows: Messrs. Becker, Daniels, Zentz, and Guimarães—none; Mr. Serck-Hanssen—145,773 on September 13, 2018, 19,310that vest on December 31, 2018, 145,773 on September 13, 2019, and 19,3102021.
(3)
Represent unvested time-based RSUs with vesting dates as follows: Mr. Serck-Hanssen — 38,456 vest on December 31, 2019; Mr. Berckemeyer—200,000 on September 13, 2018, 19,3102021 and 24,567 vest on December 31, 2018, 200,000 on September 13, 2019, and 19,3102022; Mr. Charhon — 22,402 vest on December 31, 2019.
(3)The numbers in this column represent unvested performance options as of2021 and 14,451 vest on December 31, 2017. The terms of our outstanding performance options provide that vesting occurs only after audited financial statements for2022; Mr. Grace — 6,032 vest on December 31, 2021 and 3,854 vest on December 31, 2022; Ms. Singer — 6,873 vest on December 31, 2021 and 4,422 vest on December 31, 2022; and Mr. Sinkfield — 3,008 vest on December 31, 2021 and 2,246 vest on December 31, 2022.
(4)
Calculated based on the applicable target year are available and the Compensation Committee can determine the extent to which the performance goal has or has not been achieved. In March 2018, the Compensation Committee determined that the applicable 2017 performance goal had been achieved and these stock options became vested and exercisable.
(4)The numbers in this column represent unvested RSUs. The market value of the RSUs is equivalent to $13.56 per share, the fair market value$14.56 closing price of our Class A common stock as of December 31, 2017. The vesting dates of unvested RSUs are as follows: Messrs. Becker, Daniels, Zentz, and Guimarães—none; Mr. Serck-Hanssen—20,380 on May 14, 2018, 21,607 on June 17, 2018, 10,415 on December 31, 2018, and 10,420 on December 31, 2019; and, Mr. Berckemeyer—21,607 on June 17, 2018, 10,415 on December 31, 2018, and 10,420 on December 31, 2019.2020.
(5)
(5)The numbers in this column representRepresents unvested PSUs. The market value of the PSUs is equivalent to $13.56 per share, fair market value of our Class A common stock as of December 31, 2017. The terms of our outstanding PSUs provide that vesting occurs only after audited financial statements for the applicable target year are available and the Compensation Committee can determine the extent to which the performance goal has or has not been achieved, and in the case of PSUs granted on October 25, 2016 only, subject to continued employment through June 17, 2018. The number of PSUs subject to annual performance targettargets is as follows:
Mr. Becker—36,253Serck-Hanssen — 83,525 for 2017;2020, 52,344 for 2021 and 24,567 for 2022; Mr. Serck-Hanssen— 11,514Charhon — 37,689 for 2020, 30,353 for 2021 and 20,83314,451 for 2017, 4,321 subject to 2016 performance but not eligible to vest until June 17, 2018, 4,322 subject to 2017 performance but not eligible to vest until June 17, 2018, 20,8332022; Mr. Grace — 12,807 for 2018,2020, 8,211 for 2021 and 20,8343,854 for 2019;2022; Ms. Singer — 14,826 for 2020, 9,324 for 2021 and 4,422 for 2022; and Mr. Berckemeyer— 11,580Sinkfield — 5,434 for 2020, 3,771 for 2021 and 20,8332,246 for 2017, 4,321 subject to 2016 performance but not eligible to vest until June 17, 2018, 4,321 subject to 2017 performance but not eligible to vest until June 17, 2018, 20,833 for 2018, and 20,834 for 2019; Mr. Daniels—8,692 for 2017; Mr. Zentz—5,149, 651, 652, and 4,227 for 2017. In March 2018, the Compensation Committee determined that the applicable 2017 performance goal had been achieved and the PSUs subject to 2017 targets became vested.
(6)Pursuant to the Founders' Agreement (as discussed above under "—Executive Profits Interests"), each Sterling Founder has an economic interest in any share-based compensation received by Mr. Becker in connection with his employment by the Company or any holdings he has in the Company, including any dividends on, or the proceeds from the sale of, the shares of Class B common stock issuable upon the exercise of the EPI Options by Mr. Becker.
(7)Mr. Guimarães served as President and Chief Operating Officer until March 23, 2017. Mr. Guimarães's employment terminated September 29, 2017, and as of December 31, 2017 he had no equity awards outstanding.2022.Option Exercises and Restricted Stock Vested During Fiscal 2017
2020 The following table includes certain information with respect to stock options exercised during fiscal year 2020 by NEOs and vesting of restricted sharesRSUs and PSUs during fiscal 2017. We have omitted the columns pertaining to Option Awards as they are inapplicable, because no Named Executive Officer exercised any options during fiscal 2017.2020.
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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) | | | Value
Realized on
Vesting
($)(2) | |
| Eilif Serck-Hanssen | | | | | — | | | | | | — | | | | | | 133,837 | | | | | | 1,981,534 | | |
| Jean-Jacques Charhon | | | | | — | | | | | | — | | | | | | 49,308 | | | | | | 729,356 | | |
| Timothy Grace | | | | | — | | | | | | — | | | | | | 17,287 | | | | | | 255,796 | | |
| Paula Singer | | | | | — | | | | | | — | | | | | | 20,029 | | | | | | 296,372 | | |
| Richard Sinkfield III | | | | | — | | | | | | — | | | | | | 7,553 | | | | | | 111,740 | | |
| | | | | | | |
| | Stock Awards | |
|---|
| | Number of Shares
Acquired on
Vesting (#) | | Value
Realized on
Vesting ($) | |
|---|
Douglas L. Becker | | | 36,253 | (1) | $ | 529,294 | |
Eilif Serck-Hanssen | | | 11,513 | (1) | $ | 168,090 | |
| | | 10,415 | (2) | $ | 141,540 | |
Ricardo Berckemeyer | | | 11,580 | (1) | $ | 169,068 | |
| | | 10,415 | (2) | $ | 141,540 | |
Timothy Daniels | | | 8,690 | (1) | $ | 126,874 | |
Robert W. Zentz | | | 7,103 | (1) | $ | 103,704 | |
| | | 3,496 | (2) | $ | 47,511 | |
Enderson Guimarães | | | 81,962 | (1) | $ | 1,196,645 | |
| | | 73,437 | (3) | $ | 1,068,508 | |
(1)(1)- Represents PSUs that vested on
April 17, 2017,March 15, 2020, upon certification of the achievement of the applicable 20162019 performance goals. The fair market valuegoals and RSUs that vested on December 31, 2020.
(2)
Calculated by multiplying the number of shares by the closing price of our Class A common stock on the vesting date was $14.60.
(2)Represents RSUs vested on December 28, 2017. The fair market value of our Class A common stock onlast trading day immediately prior to the vesting date was $13.59.
(3)Represents RSUs vested on September 29, 2017. The fair market value of our Class A common stock on the vesting date was $14.55.date.
2017 Pension Benefits
No Named Executive Officer participates in any defined benefit pension plan or arrangement provided by Laureate.
Our Post-2004
Of the eligible NEOs, only Ms. Singer elected to participate in the Company’s nonqualified deferred compensation plan (the “DCP”) in years prior to 2020. No contributions were made by Ms. Singer to the DCP permitsin 2020. The following table provides information about earnings, withdrawals/distributions and balances under the DCP in 2020:
NONQUALIFIED DEFERRED COMPENSATION
| Executive | | | Aggregate
earnings in
last FY
($) | | | Aggregate
withdrawals/
distributions
($) | | | Aggregate
balance at
last FYE
($) | |
| Eilif Serck-Hanssen | | | | | — | | | | | | — | | | | | | — | | |
| Jean-Jacques Charhon | | | | | — | | | | | | — | | | | | | — | | |
| Timothy Grace | | | | | — | | | | | | — | | | | | | — | | |
| Paula Singer | | | | | 47,468 | | | | | | 86,905 | | | | | | 1,455,155 | | |
| Richard Sinkfield III | | | | | — | | | | | | — | | | | | | — | | |
The DCP provides eligible employees the opportunity to defer up to 85% of their base salaries and 100% of any bonus or annual cash and/or long-term incentive awards, which may be allocatedawards. Each participant allocates such deferred compensation to notional investments selected by the participantsparticipant that are similar to investment alternatives available in our 401(k) Retirement Savings Plan and payPlan. The deferred compensation will be paid out following termination of employment or otheron a selected payout schedule, which payouts will be madeeither in a lump sum or in installments, at the election of the participants. Mr. Becker was the only Named Executive Officer who had any balance in our Post-2004 DCP during 2017.participant. The minimum annual deferral amount under the Post-2004 DCP is $5,000. Each year, a participant may elect to receive that year's deferral balance in a future year while the participant is still employed (a scheduled in-service withdrawal) or after employment terminates (a retirement payment). Each year, we have the ability, but not the obligation, to make matching employer contributions to each participant's Post-2004 DCP account if the participant made salary reduction contributions to the 401(k) Retirement Savings Plan, received less than the full match under the 401(k) Retirement Savings Plan on the salary reduction contribution because of the limit in Section 401(a)(17) of the Code on compensation and made at least a $5,000 minimum contribution to his or her 401(k) Retirement Savings Plan account. To date, we have not chosen to make amade any matching contributioncontributions to any participant's Post-2004participant in the DCP, account, nor have we chosen to make any other discretionary employer contributions permitted to be made to participants pursuant to the DCP. All
amounts deferred under the
Post-2004 DCP. In the eventDCP are unfunded and unsecured obligations of
death or disability prior to terminating employment, the participant's Post-2004 DCP balance will be distributed (to the participant's beneficiaries, in the case of death), in a lump sum the February following the year
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in which death or disability occurs. In the event of termination of employment, Post-2004 DCP balances will be distributed in a lump sum or in up to 15 annual installments (based on the termination payment election the participant had previously made for each Post-2004 DCP annual year contribution), beginning in February following the year in which the participant's employment was terminated. If there is a separation of service without an effective termination payment election for a Plan year, that Plan year's deferral balance will be paid in a lump sum in the February following the year of separation of service. Mr. Becker also participates in a deferred compensation plan that was frozenLaureate, receive no preferential creditors’ standing and closed to new participants in December 2004 (the "Pre-2005 DCP"). No contributions were madeare subject to the Pre-2005 DCP in 2017. The payout termssame risks as any of the Pre-2005 DCP are like those of the Post-2004 DCP. Noour other Named Executive Officer participates in the Pre-2005 DCP.
Information regarding Mr. Becker's participation in the Post-2004 DCP and in the Pre-2005 DCP is included in the following table. Following the termination of Mr. Becker's employment on December 31, 2017, his balances under our Pre-2005 DCP and Post-2004 DCP will be distributed to him in accordance with his elections and the terms and conditions of each plan.
NONQUALIFIED DEFERRED COMPENSATION
general obligations.
| | | | | | | | | | | | | | | | |
Name | | Executive
Contributions
in Last FY
($) | | Registrant
Contributions
in Last FY
($) | | Aggregate
Earnings (Loss)
in Last FY
($)(1) | | Aggregate
Withdrawals/
Distributions
($) | | Aggregate
Balance at
Last FYE
($) | |
|---|
Douglas L. Becker(2) | | | — | | | — | | $ | 1,580,432 | | | — | | $ | 9,990,440 | |
Eilif Serck-Hanssen | | | — | | | — | | | — | | | — | | | — | |
Ricardo M. Berckemeyer | | | — | | | — | | | — | | | — | | | — | |
Timothy Daniels | | | — | | | — | | | — | | | — | | | — | |
Robert W. Zentz | | | — | | | — | | | — | | | — | | | — | |
Enderson Guimarães | | | — | | | — | | | — | | | — | | | — | |
(1)Amounts in this column are not reported as compensation for fiscal year 2017 in the "Summary Compensation Table" because they do not reflect above-market or preferential earnings. Deferrals may be allocated among different investment crediting options.
(2)Amounts shown comprise Mr. Becker's participation in our Post-2004 DCP and our Pre-2005 DCP. Mr. Becker's earnings and balance under the Post-2004 DCP during 2017 were $1,052,209 and $6,651,369, respectively. Mr. Becker's earnings and balance under the Pre-2005 DCP during 2017 were $528,222 and $ 3,339,072, respectively.
The tablenarrative description below reflects potential payments to each of Mr. Serck-Hanssen and Mr. Berckemeyer inour NEOs assuming various termination and change in control scenarios basedof employment events, including on compensation, benefits and equity levels in effect on December 29, 2017, which was the last business day of fiscal 2017. The amounts shown assume that the termination or following a change in control event, was effective as of December 31, 2017. 2020. In accordance with SEC rules, Mr. Charhon is included in this discussion notwithstanding that he would not be entitled to any of the severance payments described given his resignation from his position with the Company effective April 1, 2021.
Severance Payments
The NEOs are entitled to severance payments under the 2020 retention letter agreements entered into in connection with the Strategic Alternative Process, and, with respect to Mr. Sinkfield, under the Executive Severance Plan. See “—Compensation Discussion and Analysis—Severance Pay Arrangements and Retention/Bonus Transaction Agreements” for more information.
For
stock valuations, we have assumed thatall NEOs, any severance payments are conditioned upon the
price per share is the fair market valueNEOs executing a general release of
our stock at December 29, 2017, the last day on which our Class A common stock traded during 2017, which was $13.56, the closing price on Nasdaq on that date. The table below excludes any amounts payable to the Named Executive Officer to the extent that these amounts are available generally to all salaried employees and do not discriminateclaims in favor of
our executive officers. Because the Company, which includes standard restrictive covenants, including a two-year covenant not to compete.
Involuntary Termination
Unless the “qualifying termination” occurs in connection with a “change in control,” 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 of each of our Named Executive Officersplus (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. Berckemeyer terminatedSerck-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 before December 31, 2017 we disclosefollowing a Change in this section what each such Named Executive Officer actually received asControl or during or following the Strategic Alternative Process
NEOs are not entitled to cash severance benefits solely upon a
result of“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
his employment, not what could have been payable under other scenarios.
TableNEO was effective, prorated based on the number of Contents
Payments Regardless of Manner of Termination. Regardlessdays the NEO was employed during that year. All of the termination scenario, Messrs. Serck-HanssenNEOs 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 retention 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 Alternative Process or during the 12-month period on or following the end of the Strategic Alternative Process 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 Berckemeyer will receive earned but unpaid base salary throughresponsibilities; or (iii) a relocation by more than 50 miles from the employment termination date, alongNEO’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 accrued or vestedapplicable agreements including, without limitation, engaging in any action in breach of any applicable restrictive covenants.
Under the Executive Severance Plan, the NEOs are not entitled to any severance benefits upon a voluntary termination unless the voluntary termination is in connection with a “change in control” and is for “good reason.”
If any payments or benefits owedprovided 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
any of our plans or agreements covering them as governed by the
terms of those plans or agreements.2013 Plan, the following treatment is generally provided for in the applicable award agreements:
Payments Uponupon Termination Due to Death or Disability.Disability. In the event of a termination due to death or disability of Mr. Serck-Hanssen or Mr. Berckemeyer,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 but during the same calendar year as, 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 terminate as of the date of termination of employment due to death or disability.be forfeited. In the event of a termination due to death or disability, vested options may (by the employee'sNEO’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 Mr. Serck-Hanssen or Mr. Berckemeyer.the NEO. Involuntary Termination Without Cause and Voluntary Resignation for Good Reason(other than in connection with the Strategic Alternative Process). If Mr. Serck-Hanssen's or Mr. Berckemeyer'san NEO’s employment is terminated by us without cause, or if he or she resigns for goodany reason, then all unvested RSUs, PSUs and options will be forfeited; provided, however,forfeited, except that if thean NEO’s qualifying termination occurs subsequent to the end of athe fiscal year but prior to the publicationCompensation Committee’s determination regarding whether any annual performance goal has been achieved, any portion of our audited financial statementsthe PSUs which would have been eligible, but for such year andthe termination, to vest will remain outstanding until the Compensation Committee determines upon publicationwhether 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 such financial statements, that one or more tranches of performance-vested stock options or PSUs would have vested and become nonforfeitable based upon the audited financial statements for such year, thatunvested portion of the performance-vested stock options or PSUs that would otherwise have become vested and nonforfeitable had the termination occurred after the date of the Compensation Committee's determination will become vested and nonforfeitable upon such determination, and he will have 90 days from the termination date to exercise any vested options held on the termination date. For each of Mr. Serck-Hanssen or Mr. Berckemeyer, "good reason" is defined as (i) a reduction in base salary (other than a general reduction in base salary that affects all similarly situated employees), (ii) a substantial diminution in his title, duties and responsibilities, other than any isolated, insubstantial and inadvertent failure by the Company or its subsidiaries that is not in bad faith, or (iii) a transfer of his primary workplace by more than 50 miles from his current workplace; provided, however, that in any event, such conduct is not cured within ten business days after he gives the Company notice of such event.
If Mr. Serck-Hanssen's employment is terminated by us without cause, he will receive a lump sum cash payment equal to 18 months' base salary and 150% of the target cash award under the AIP for the fiscal year in which the termination occurs. If Mr. Berckemeyer's employment is terminated by us without cause, he will receive payments equal to 18 months' base salary and 150% of the target cash award under the AIP for the fiscal year in which the termination occurs, in the form of salary continuation over a period of 18 months. In each case receipt of such payments is conditioned on the executive executing and allowing to become effective a customary release agreement, which includes a two-year covenant not to compete or disclose confidential information.
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For each of Mr. Serck-Hanssen or Mr. Berckemeyer, "cause" means (i) gross negligence or willful malfeasance in connection with the performance of his 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 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.
Payments Upon Voluntary Resignation or Termination for Cause. If Mr. Serck-Hanssen or Mr. Berckemeyer resigns without good reason or is terminated by the Company for cause, he will forfeit all unvested equity grants and, if he resigns without good reason, allbe forfeited. All vested but unexercised options held at the time of termination will be exercisable for a period of 90 days post-termination.post termination.
Involuntary Termination without Cause and Voluntary Resignation for “Good Reason” during the Strategic Alternative Process. If, during the Strategic Alternative Process or the 12-month period after our Board of Directors determines that the Strategic Alternative Process 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 Termination for Cause. If an NEO resigns or is terminated by the Company for cause, he or she will forfeit all unvested and vested awards also will be forfeited. Vested stock options will remain exercisable for a period equalequity grants (options to the shorter of: (i) two years post-terminationextent unexercised) at the time of termination.
The table below reflects potential payments to each of our NEOs assuming various termination of employment
and (ii) the remaining term of the original option grant for any participant,events, including
any Named Executive Officer, who (a) has a minimum of five continuous years of service with us and (b) provides at least six months' prior written notice of hison or
her resignation. Vested stock options will remain exercisable for a period equal to the shorter of (i) five years post-termination of employment and (ii) the remaining term of the original stock option grant for any participant, including any Named Executive Officer, who (a) has a combined age and years of service equal to at least 70, including a minimum of five continuous years of service with us and (b) provides at least 12 months' prior written notice of his or her retirement. If Mr. Serck-Hanssen or Mr. Berckemeyer ceases to be an eligible individual under the 2007 Plan, the 2013 Plan, or the Amended Plan coincident with or within 18 months afterfollowing a change in control event, as a result of December 31, 2020. For stock valuations, we have assumed that the price per share is the closing price of our Class A common stock as of December 31, 2020, which was $14.56. The table below excludes any amounts payable to an involuntary terminationNEO 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 | | | Termination
due to
Death or
Disability | | | Change in
Control/Strategic
Alternative
Process plus
Qualifying
Termination(1) | |
| Eilif Serck-Hanssen | | | Cash Severance | | | | $ | 2,932,500(2) | | | | | | — | | | | | $ | 5,015,000(3) | | |
| | | | Benefits(4) | | | | $ | 66,673 | | | | | | — | | | | | $ | 66,673 | | |
| | | | Cash Retention Bonus(5) | | | | | — | | | | | | — | | | | | | — | | |
| | | | Acceleration of options(6) | | | | | — | | | | | | — | | | | | | — | | |
| | | | Acceleration of RSU vesting(7) | | | | | — | | | | | | — | | | | | $ | 917,615 | | |
| | | | Acceleration of PSU vesting(8) | | | | | — | | | | | $ | 1,216,124 | | | | | $ | 2,335,948 | | |
| | | | Total | | | | $ | 2,997,539 | | | | | $ | 1,216,124 | | | | | $ | 8,335,236 | | |
Jean-Jacques
Charhon(9) | | | Cash Severance | | | | $ | 1,200,000 (10) | | | | | | — | | | | | $ | 2,400,000(11) | | |
| | | | Benefits(4) | | | | $ | 34,348 | | | | | | — | | | | | $ | 39,021 | | |
| | | | Cash Retention Bonus(5) | | | | | — | | | | | | — | | | | | | — | | |
| | | | Acceleration of options(6) | | | | | — | | | | | | — | | | | | | — | | |
| | | | Acceleration of RSU vesting(7) | | | | | — | | | | | | — | | | | | $ | 536,580 | | |
| | | | Acceleration of PSU vesting(8) | | | | | — | | | | | $ | 548,752 | | | | | $ | 1,201,098 | | |
| | | | Total | | | | $ | 1,234,348 | | | | | $ | 548,752 | | | | | $ | 4,176,699 | | |
| Timothy Grace | | | Cash Severance | | | | $ | 900,000(10) | | | | | | — | | | | | $ | 1,750,000(11) | | |
| | | | Benefits(4) | | | | $ | 46,014 | | | | | | — | | | | | $ | 56,521 | | |
| | | | Cash Retention Bonus(5) | | | | | — | | | | | | — | | | | | | — | | |
| | | | Acceleration of options(6) | | | | | — | | | | | | — | | | | | | — | | |
| | | | Acceleration of RSU vesting(7) | | | | | — | | | | | | — | | | | | $ | 143,940 | | |
| | | | Acceleration of PSU vesting(8) | | | | | — | | | | | $ | 186,470 | | | | | $ | 362,136 | | |
| | | | Total | | | | $ | 946,014 | | | | | $ | 186,470 | | | | | $ | 2,312,597 | | |
| Name | | | Benefit | | | Without
Cause/Good
Reason
Termination | | | Termination
due to
Death or
Disability | | | Change in
Control/Strategic
Alternative
Process plus
Qualifying
Termination(1) | |
| Paula Singer | | | Cash Severance | | | | $ | 918,000(10) | | | | | | — | | | | | $ | 1,836,000(11) | | |
| | | | Benefits(4) | | | | $ | 46,213 | | | | | | — | | | | | $ | 56,819 | | |
| | | | Cash Retention Bonus(5) | | | | | — | | | | | | — | | | | | $ | 344,250 | | |
| | | | Acceleration of options(6) | | | | | — | | | | | | — | | | | | | — | | |
| | | | Acceleration of RSU vesting(7) | | | | | — | | | | | | — | | | | | $ | 164,455 | | |
| | | | Acceleration of PSU vesting(8) | | | | | — | | | | | $ | 215,867 | | | | | $ | 416,008 | | |
| | | | Total | | | | $ | 964,213 | | | | | $ | 215,867 | | | | | $ | 2,817,533 | | |
| Richard Sinkfield III | | | Cash Severance | | | | $ | 678,216(10) | | | | | | — | | | | | $ | 1,275,540(11) | | |
| | | | Benefits(4) | | | | $ | 53,095 | | | | | | — | | | | | $ | 67,143 | | |
| | | | Cash Retention Bonus(5) | | | | | — | | | | | | — | | | | | $ | 120,313 | | |
| | | | Acceleration of options(6) | | | | | — | | | | | | — | | | | | | — | | |
| | | | Acceleration of RSU vesting(7) | | | | | — | | | | | | — | | | | | $ | 76,498 | | |
| | | | Acceleration of PSU vesting(8) | | | | | — | | | | | $ | 79,119 | | | | | $ | 166,727 | | |
| | | | Total | | | | $ | 731,311 | | | | | $ | 79,119 | | | | | $ | 1,706,220 | | |
(1)
As described above, in accordance with the retention letters executed between the Company and each NEO in March 2020 (and in the case of Mr. Sinkfield, the terms of the amendment to the Executive Severance Plan), an NEO would be entitled to the same cash severance payments, benefits and acceleration of equity grants as if the NEO is terminated without cause or his resignation withthe NEO resigns for good reason (a "Qualifying Termination"), to the extent not already vested or previously forfeited, (1) that portion of time vested options and that portion of the RSUs that would otherwise have become vested and exercisable on or before the third anniversary of the effective date of the Qualifying Termination will become vested and exercisable immediatelyeither prior to or within the effective date12-month period after our Board of Directors determines that the Qualifying Termination and the balance of the unvested portion of the time vested options will terminate without becoming vested, and Strategic Alternative Process is completed.
(2) that portion of performance options and PSUs that would otherwise have become vested and exercisable had we achieved the applicable performance goal in the three fiscal years (or, if shorter, the remaining initial target years) ending coincident with or immediately subsequent to the effective date of the Qualifying Termination will become vested and exercisable immediately prior to the effective date of the Qualifying Termination and the balance of the unvested portion of the performance options or PSUs will terminate without becoming vested. In addition, the cash severance payable to each will be
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increased to 24 months' salary and 200% of the target cash award under the AIP for the fiscal year in which the termination occurs, in the form described above.
| | | | | | | | | | | | |
Name | | Benefit | | Without
Cause/Good
Reason
Termination | | Termination
due to
Death or
Disability(1) | | Change in
Control plus
Qualifying
Termination(1) | |
|---|
Eilif Serck-Hanssen | | Cash Severance | | $ | 2,344,636 | (2) | | | | $ | 3,126,181 | (3) |
| | Acceleration of RSU vesting(4) | | | | | | | | $ | 851,866 | |
| | Acceleration of PSU vesting(5) | | | | | | | | $ | 1,120,842 | |
| | | | | | | | | | | | | |
| | Total | | $ | 2,344,636 | | | | | $ | 5,098,890 | |
Ricardo M. Berckemeyer | | Cash Severance | |
$ |
2,344,636 |
(6) | | | |
$ |
3,126,181 |
(7) |
| | Acceleration of RSU vesting(4) | | | | | | | | $ | 575,514 | |
| | Acceleration of PSU vesting(5) | | | | | | | | $ | 1,121,724 | |
| | | | | | | | | | | | | |
| | Total | | $ | 2,344,636 | | | | | $ | 4,823,418 | |
(1)Vesting of certain unvested time and performance stock options will accelerate as a result of termination due to death or disability or upon a Qualifying Termination within 18 months following a Change in Control. However, all unvested stock options held by the Named Executive Officers on December 31, 2017 had exercise prices greater than or equal to the fair market value of our common stock on such date, which was $13.56. Accordingly, there is no intrinsic value associated with the accelerated vesting of such stock options.
(2)- Represents a lump sum severance payment equal to 18
months'months’ base salary and 150% of Mr. Serck-Hanssen'sSerck-Hanssen’s target cash incentive award as of December 31, 2017, provided that Mr. Serck-Hanssen executes the Company's standard release agreement, which includes a two-year covenant not to compete or disclose confidential information, as required by his offer letter.2020.
(3)
(3)Represents a lump sum severance payment equal to 24 months'months’ base salary and 200% of Mr. Serck-Hanssen'sSerck-Hanssen’s target cash incentive award as of December 31, 2017, provided that2020, plus the amount of Mr. Serck-Hanssen executesSerck-Hanssen’s annual target AIP, prorated for the Company's standard release agreement, which includes a two-year covenant not to compete or disclose confidential information, as required by his offer letter.
(4)In connection with a Qualifying Termination within 18 months following a Change in Control, that portionnumber of unvested PSUs that would otherwise have become vested and exercisable had we achieved the Equity Value Targetdays he was employed in the three fiscal years (or, if shorter,year, which would be a full year based on an assumed termination date of December 31, 2020.
(4)
Includes the remaining initial target years) ending coincident with or immediately subsequentcost of group medical insurance coverage to the effective dateNEO to the same extent as the Company pays for such coverage for similarly situated executives. Also includes estimated cost of outplacement services for nine months.
(5)
Represents that cash retention bonus the NEO is entitled to per the terms of such NEOs retention agreement letter executed with the Company. For Messrs. Serck-Hanssen, Charhon 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 termination date. For Ms. Singer, this amount represents the value of the Qualifying Termination will become vested and exercisable immediatelySinger Retention/Transaction Bonus, assuming the closing of the sale of Walden occurs prior to July 31, 2021.
(6)
Reflects only the effective dateintrinsic value associated with the accelerating “in the money” stock options, which is the difference between the closing price of the Qualifying Termination. Represents the aggregate fair market value of unvested PSUs outstandingour Class A common shares on December 31, 20172020, which was $14.56, and subject to 2017the exercise price for each stock option. As of December 31, 2020, none of our NEOs’ unvested stock options were “in the money”.
(7)
Amounts assume that the individual’s awards of RSUs were assumed in the change in control transaction and 2018 performance goals.were accelerated in connection with the NEO’s termination without “cause” or resignation for “good reason” as of December 31, 2020. The terms of the RSUs provide that any unvested RSUs that
would, but for the termination due to death or disability, 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, 2020, there is no such acceleration of RSUs.
(8)
Amounts assume that the individual’s awards of PSUs 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” as of December 31, 2020. The terms of the annual grant PSUs provide that any unvested PSUs that would, but for the termination 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 performance goal for such year has been achieved. BecauseTherefore, the information in this table assumes such termination due to death or disability occurred as of December 31, 2017, there is no such acceleration of PSU.
(5)In connection with a Qualifying Termination within 18 months following a Change in Control, that portion of unvested RSUs that would otherwise have become vested and exercisable inamount represents the three fiscal years (or, if shorter, the remaining initial years) ending coincident with or immediately subsequent to the effective date of the Qualifying Termination will become vested and exercisable immediately prior to the effective date of the Qualifying Termination. Represents the aggregate
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fair market value of unvested PSUs outstanding unvested RSUsunder annual equity grant awards on December 31, 2020 that could vest pursuantare subject to 2020 performance goals.
(9)
Mr. Charhon is not entitled to the
termspayments reflected in this table as a result of
the RSUs within the applicable period following December 31, 2017.(6)Represents a lump sum severance payment equal to 18 months' base salary and 150% of Mr. Berckemeyer's target cash incentive award as of December 31, 2017, if Mr. Berckemeyer executes the customary release agreement, which includes a two-year covenant not to compete or disclose confidential information.his resignation from his position effective April 1, 2021.
(10)
(7)Represents payments in the form of salary continuation equal to 24 months'one year’s base salary and 200%plus 100% of Mr. Berckemeyer's target cash incentive awardAIP as of December 31, 2017, if2020, to be paid in equal installments over a 12-month period following the date of termination according to the Company’s regular payroll schedule.
(11)
Represents a lump sum severance payment equal to one and a half times the NEO’s base salary and one and half times the NEO’s target AIP as of December 31, 2020, plus the amount of the NEO’s annual target AIP, prorated for the number of days the NEO was employed in the year, which would be a full year based on an assumed termination date of December 31, 2020.
CEO Pay Ratio
As required by SEC rules, the following information is being presented about the ratio of compensation provided to Mr. Berckemeyer executesSerck-Hanssen, our President and CEO, to the customary release agreement,annual total compensation of the Company’s median compensated employee. For the year ended December 31, 2020, the median compensated employee’s annual total compensation was $6,652; the annual total compensation of our CEO was $5,316,862; and, based on this information, the ratio of the annual total compensation of our CEO to the median compensated employee is estimated to be 799 to 1.
In identifying the median compensated employee, we used annual target total cash compensation, which includes base salary, including any additional allowances based on regional practice, and bonus target amount (i.e., base/base including allowances multiplied by target bonus percent), as our consistently applied compensation measure, which we believe reasonably represents the compensation of our employee population. We determined annual target total cash compensation for each of our employees globally (excluding our CEO) for the 12-month period that ended on December 31, 2020 using internal Human Resources system records and supplemental allowance data. We selected the median compensated employee based on full-time and part-time employees, including adjunct faculty along with temporary, expatriate, student and intern workers who were employed as of December 31, 2020. We did not include external contractors, fixed-term contractors or independent consultants in our determination, nor did we apply any cost-of-living adjustments as part of the calculation. For employees who were hired in 2020 but did not work the complete year, we annualized their target total cash compensation, but did not make any full-time equivalent adjustments.
The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a two-year covenantvariety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to compete or disclose confidential information.the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
In particular, we note that a significant portion of our workforce is located outside the United States and often paid lower rates of compensation compared to our U.S. employees. For example, the employee population used for our median compensated employee calculation for 2020 was comprised of approximately
13% of employees based in the United States and approximately 87% of employees based outside the United States. Further, approximately 30% of our employee population as of December 31, 2020 consisted of adjunct faculty, who are paid only for the assignments accepted during the academic year. Accordingly, the resulting variability in the compensation paid to our adjunct faculty has a negative impact of lowering the median and thereby increasing the ratio.
DIRECTOR COMPENSATION
Becker Chairman Agreement
Annual Compensation On September 14, 2017, we issued
The Compensation Committee conducts an annual review and assessment of all compensation, including cash and equity-based compensation, paid by the Company to our non-employee directors. In connection therewith, the Compensation Committee may consult with its independent compensation consultant regarding the amount and type of compensation to be paid and consider comparative data deemed appropriate by the independent compensation consultant. In March 2020, based on a
press releasereport by the Compensation Committee’s independent compensation consultant regarding the market competitiveness of the Company’s director compensation program and
on September 19, 2017, we filedupon the recommendation of the Compensation Committee, the Board of Directors adopted a
Current Report on Form 8-K (the "Becker Form 8-K") reporting, among other things, that Mr. Becker, who then servednew director compensation program, effective as
the Company's Chairman and Chief Executive Officer, would, effectiveof January 1,
2018, become2020, that (i) aligned the
Company's non-executive Chairmancompensation of all non-employee directors so that they receive the same annual board retainer split evenly between cash and RSUs, (ii) decreased the annual cash retainer paid to the chairman of the
Board. The Becker Form 8-K reported further thatCompensation Committee and (iii) established an annual cash retainer for members of the
Company and Mr. Becker expected to enter into a Separation Agreement and Mutual Release (the "Separation Agreement") and would disclosespecial Divestiture Transaction Committee of the
material terms of such Separation Agreement following its execution. On December 29, 2017, in lieu of entering into such Separation Agreement, we and our Majority Holder entered into a Chairman Compensation Agreement (the "Chairman Agreement") with Mr. Becker setting forth the terms under which Mr. Becker now serves as the non-executive Chairman of our Board of Directors. The
Chairman Agreement was filed as an exhibit to our Annual Report on Form 10-K forfollowing table describes the
fiscal year ended December 31, 2017 and is incorporated herein by reference. Pursuant to the Chairman Agreement:
•The Company will pay Mr. Becker $400,000 in calendar year 2018 for his service as non-executive Chairmancomponents of the Boardnon-employee directors’ compensation for 2020:
| Fees | | | Amount | | | Form of Payment(1) | |
| Annual Board Retainer | | | | $ | 225,000 | | | | • 50% in cash and 50% in RSUs | |
| Committee Retainers | | | | | | | | | • 100% in cash | |
| Audit Committee | | | | | | | | | | |
| Member | | | | $ | 15,000 | | | | | |
| Chair | | | | $ | 25,000 | | | | | |
| Compensation Committee | | | | | | | | | | |
| Member | | | | $ | 10,000 | | | | | |
| Chair | | | | $ | 15,000 | | | | | |
| Nominating & Corporate Governance Committee | | | | | | | | | | |
| Member | | | | $ | 7,500 | | | | | |
| Chair | | | | $ | 15,000 | | | | | |
| Committee on Education | | | | | | | | | | |
| Member | | | | $ | 10,000 | | | | | |
| Chair | | | | $ | 50,000 | | | | | |
| Special Divestiture Transaction Committee | | | | | | | | | | |
| Member | | | | $ | 10,000 | | | | | |
| Annual Chairman Retainer | | | | $ | 175,000 | | | | • $100,000 in cash and $75,000 in RSUs | |
(1)
Cash payments made in equal installments quarterly in
arrears;arrears. RSUs vest quarterly in arrears and
•The Company will pay Mr. Becker (or his designee) up to $100,000 for documented out of pocket expenses of his home or other office, so long as such expenses are incurred within one year of the date of the Chairman Agreement. Additionally, the restrictive covenants regarding confidentiality, competition with the Company and non-solicitation set forth in Section 22 of each of Mr. Becker's Management Stockholder's Agreements have been deleted in their entirety and replaced with the restrictive covenants set forth in the Chairman Agreement. Specifically, Mr. Becker agreed:
•not to use the Company's Confidential Information (as defined in the Chairman Agreement) except in specified circumstances;
•for the period until December 31, 2019, not to engage in a Competitive Business (as defined in the Chairman Agreement);
•for the period until December 31, 2020, not to solicit customers or business partners of the Company to terminate their relationship with the Company or to engage in a Competitive Business;
•for the period until December 31, 2020, not to solicit, offer employment to, hire, direct any person to hire or suggest to any person that such person hire any person who is, or has been at any time during the 12 months preceding such solicitation, offer or hiring an employee of the Company (provided that such restriction shall not apply to any person who was no longer
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Effective at the close of December 31, 2017, Mr. Becker's combined age and years of service was greater than 70, including more than five years of continuous service immediately preceding such date. Accordingly, and notwithstanding the fact that at least 12 months' advance written notice was not provided, Mr. Becker's employment with the Company was deemed to have been terminated "by reason of Retirement" for purposes of each stock option agreement with the Company to which Mr. Becker is a party other than his EPI options. See "—2017 Summary Compensation Table" and "—2017 Grants of Plan Based Awards" for more information regarding the non-cash compensation deemed to have been received by Mr. Becker in connection with the modification of these stock options. All unvested stock options and units held by Mr. Becker as of December 31, 2017 were forfeited as of such date.
On July 11, 2017, we enteredconvertible into a Separation Agreement and General Release with Mr. Daniels (the "Daniels Separation Agreement"), whereby Mr. Daniels agreed to continue to serve as our Chief Executive Officer, EMEAA, through December 31, 2017. On December 31, 2017, Mr. Daniels's employment with the Company terminated and within the time specified in the Daniels Separation Agreement, Mr. Daniels executed and did not revoke a supplemental release of claims in the form specified in the Daniels Separation Agreement. The Daniels Separation Agreement was filed as an exhibit to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2017 and is incorporated herein by reference.
Pursuant to the Daniels Separation Agreement, Mr. Daniels received the following payments and benefits:
•a separation payment equal to $600,000, less applicable taxes, paid in a single lump sum in January 2018;
•a payment in the amount of $600,000, less applicable taxes, representing Mr. Daniels's target 2017 AIP payment, paid in a single lump sum in March 2018;
•$267,910 for 2016 performance under Mr. Daniels's Cash LTIP, which had been earned and accrued but not yet paid as of December 31, 2017;
•$300,000 for 2017 performance under Mr. Daniels's Cash LTIP; and
•$10,000 for relocation assistance.
Mr. Daniels also remains eligible to receive tax equalization pursuant to the terms of his expatriate assignment and an additional bonus of up to $250,000 in June 2018 based on the proceeds of our asset divestitures and his contribution to their sale.
On August 28, 2017, we entered into a Separation Agreement and General Release with Mr. Zentz (the "Zentz Separation Agreement"), whereby Mr. Zentz agreed to continue to serve as our Senior Vice President, Secretary and General Counsel through the date that the Board appointed a new Secretary and General Counsel, and thereafter to remain an employee of the Company through December 31, 2017. On September 12, 2017, the Board appointed Victoria E. Silbey Senior Vice President, Secretary and Chief Legal Officer of the Company. On December 31, 2017, Mr. Zentz's
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employment with the Company ended. Within the time period specified in the Zentz Separation Agreement, Mr. Zentz executed and did not revoke a supplemental release of claims in the form specified in the Zentz Separation Agreement. The Zentz Separation Agreement was filed as an exhibit to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2017 and is incorporated herein by reference.
Pursuant to the Zentz Separation Agreement, Mr. Zentz received the following payments and benefits:
•a separation payment equal to $1,013,090, less applicable taxes, paid in a single lump sum in December 2017;
•a payment in the amount of $426,592, less applicable taxes, representing Mr. Zentz's 2017 AIP payment, paid in a single lump sum in March 2018;
•to the extent Mr. Zentz elects to continue his healthcare benefits pursuant to COBRA and enrolls on a timely basis, we will pay, directly to the COBRA benefit provider, the same percentage of the monthly cost of COBRA medical, dental, and vision coverage as we paid for Mr. Zentz's (and any covered dependents') coverage during his active employment through September 30, 2018;
•on August 24, 2017 we granted to Mr. Zentz 200,000 nonqualified stock options under the Amended Plan with respect to our Class A common stock. The exercise price per share for these stock options was $18.36 per share, which was greater than the fair market value of our Class A common stock on the grant date. These stock options were fully vested on the grant date and expire on March 31, 2020 notwithstanding the termination of Mr. Zentz's employment; and
•effective January 1, 2018, we entered into a letter agreement with Mr. Zentz pursuant to which he has agreed to make himself available to provide professional consulting services through December 31, 2019 with respect to certain ongoing legal and regulatory matters he was involved with during his employment.
Effective at the close of December 31, 2017, Mr. Zentz's combined age and years of service was greater than 70, including more than five years of continuous service immediately preceding such date. Accordingly, and notwithstanding the fact that at least 12 months' advance written notice was not provided, Mr. Zentz's employment with the Company was deemed to have been terminated "by reason of Retirement" for purposes of each stock option agreement with the Company to which Mr. Zentz is a party. See "—2017 Summary Compensation Table" and "—2017 Grants of Plan Based Awards" for more information regarding the non-cash compensation deemed to have been received by Mr. Zentz in connection with the modification of these stock options. All unvested stock options and units held by Mr. Zentz as of December 31, 2017 were forfeited as of such date.
On July 6, 2015, we entered into an offer letter with Mr. Guimarães pursuant to which Mr. Guimarães agreed to serve as our President and Chief Operating Officer, effective as of September 1, 2015. The offer letter provided for accelerated vesting of certain RSUs granted to Mr. Guimarães in 2015 and payment of an amount equal to one year of salary and bonus at target if we terminated his employment without cause.
Mr. Guimarães's service as our President and Chief Operating Officer terminated effective March 23, 2017, and on the same date, we entered into a Separation Agreement and General Release with Mr. Guimarães (the "Guimarães Separation Agreement") whereby Mr. Guimarães resigned his position as President and Chief Operating Officer of the Company and agreed to provide transition
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services to the Company until June 30, 2017 or such earlier or later date as determined by the Company. Effective September 29, 2017, Mr. Guimarães's employment with the Company terminated pursuant to the terms of the Guimarães Separation Agreement. The Guimarães Separation Agreement was filed as an exhibit to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2017 and is incorporated herein by reference.
On November 9, 2017, Mr. Guimarães and the Company entered into a Supplemental Release Agreement (the "Guimarães Release Agreement"). In accordance with the terms of the Guimarães Release Agreement, we reimbursed Mr. Guimarães for $200,000 of expenses related to the sale of his residence in Miami, Florida and his repatriation to Montreal, Quebec, Canada. The Guimarães Release Agreement was filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and is incorporated herein by reference.
Pursuant to the Guimarães Separation Agreement and the Guimarães Release Agreement, Mr. Guimarães received the following payments and benefits in 2017:
•a lump sum separation payment of $2,083,837 (which is the sum of one year of his 2017 base salary of $906,016 and target 2017 AIP payment of $1,177,821);
•accelerated vesting of 73,437 restricted stock units, pursuant to which we issued 42,630 shares of our Class A common stock on September 29, 2017, net of 30,807 shares otherwise issuable, which were forfeited to pay the applicable tax withholding due in connection with the vesting; the aggregate fair value of these 73,437 RSUs as of December 31, 2017 would have been $995,806 based on the fair market value of our Class A common stock on that date, which was $13.56 per share;
•$1,245,192 for 2016 performance under the 2016 AIP, which had been earned and accrued but not yet paid as of his separation date;
•$1,000,000 for 2016 performance under Mr. Guimarães's 2015—2017 Cash LTIP, which had been earned and accrued but not yet paid as of his separation date; and
•$200,000 for certain eligible expenses relating to the sale of his residence in Miami, Florida and his repatriation to Montreal, Quebec, Canada.
At the time of the termination of his employment Mr. Guimarães held outstanding performance share units and a nonqualified stock option. There was no accelerated vesting of either the performance share units or option in connection with termination of Mr. Guimarães's employment. All unvested units and stock options held by Mr. Guimarães as of September 29, 2017 were forfeited as of that date.
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DIRECTOR COMPENSATION
The following table summarizes the compensation paid to or earned by our Directors in 2017. We have omitted from this table the columns for Option Awards, Non-Equity Incentive Plan Compensation and Change in Pension Value and Nonqualified Deferred Compensation Earnings, as no amounts are required to be reported in any of those columns for any director during 2017.
Messrs. Friedman, Miller, and Smidt served as directors prior to our initial public offering. Each tendered his resignation as a member of our Board and all Committees of the Board on which they served, effective immediately upon the closing of the initial public offering on February 7, 2017. Messrs. Cornog and Del Corro were appointed by the Board as Wengen-designated Directors, effective immediately upon the closing of our initial public offering on February 7, 2017. Messrs. Durham and Freeman were appointed by the Board as non-employee, independent Directors on April 28, 2017.
Mr. Zoellick previously elected to receive director compensation for 2014-2016 in an initial grant of 18,558 shares of restricted stock on July 15, 2014. All of these restricted shares vested and became nonforfeitable on January 1, 2017. Mr. Zoellick also received a $165,000 one-time cash payment in January 2017. Mr. Zoellick resigned as a Director effective December 31, 2017.
The Compensation Committee has approved annual compensation for our non-employee, independent Directors. Our non-employee, independent Directors who served during 2017 were: Messrs. Durham, Freeman, Muñoz, and Zoellick, and Dr. Rodin. Effective as of January 1, 2017, non-employee, independent Directors are eligible to receive an annual retainer in an aggregate amount equal to $225,000 per year. The annual retainer is generally payable 50% in cash and 50% in shares of restricted Class A common stock, with the number of shares of restricted Class A common stock determinedRSUs based on the fair market value of our Class A common stock on the grant date. For 2017, Mr. Muñoz elected
Stock Ownership Guidelines
Our Stock Ownership Guidelines apply to receive his entire annual retainer inour non-employee, independent directors and executive officers, but not to our non-employee, designated directors. Under the formStock Ownership Guidelines, each covered director is expected to own a number of restricted stock. The shares of restricted Class A common stock granted in paymentequal to or greater than five times the cash portion of the annual board retainer vest quarterly(currently $112,500). There is no required time within which the covered director must attain the applicable stock ownership level. Until a covered director complies with the Stock Ownership Guidelines, the covered director is expected to retain 75% of net profit shares from each award on exercise, vesting or earn-out.
2020 Director Compensation
In 2020, in
arrears. Each non-employee Director designated by our Majority Holder is entitledsupport of the Company’s efforts to receive an annual retainerreduce costs and preserve liquidity in response to the COVID-19 pandemic, the Company’s Board of $50,000. The Wengen-designated directors who served during 2017 were: Messrs. Carroll, Cohen, Cornog, del Corro, Friedman, Miller, Smidt, Snow, Taslitz, and Van Doosselaere. This retainer may be paidDirectors approved a voluntary 20% reduction in the form of cash or restricted shares of our Class A common stock, at the electionamount of the Director.cash portion of the annual Board retainer payable during the second and third quarters of 2020 to each non-employee director of the Company. The number of shares of common stock is determined based onbelow table shows the fair market value of our Class A common stock on the grant date, with vesting quarterly in arrears. Each Director who is subject to U.S. federal income taxes and is not contractually obligated to remitcompensation that each non-employee director earned for his or her Director compensation to2020 Board and committee service and reflects such voluntary reduction in the Wengen investor on whose behalf he serves is eligible to participate in our Post-2004 DCPannual board retainer. Our President and defer receipt of his annual compensation in accordance with the terms of the Post-2004 DCP. No Wengen-designated director deferred any portion of his 2017 compensation.
In addition, our compensation program for non-employee independent Directors provided for the following annual cash retainers in 2017, which were paid quarterly in arrears.
| | | | | | | |
| | Member | | Chair | |
|---|
Audit Committee | | $ | 15,000 | | $ | 25,000 | |
Compensation Committee | | $ | 10,000 | | $ | 20,000 | |
Nominating & Corporate Governance Committee | | $ | 7,500 | | $ | 15,000 | |
Committee on Education | | $ | 10,000 | | $ | 50,000 | |
None of our Directors received separate compensation for attending meetings of our Board of Directors or any Committees thereof. Our Chairman and former CEO, Mr. Becker, was the only Director during 2017 who also was an employee of Laureate. Mr. Becker wasSerck-Hanssen, is not entitled to separate compensation for his service on our Board of Directors during 2017. Non-employee Directors are reimbursed for travel and other expenses directly related to Director activities and responsibilities.
Directors. | Name | | | Fees Earned
or Paid
in Cash
($) | | | Stock
Awards
($)(1) | | | Total
($) | |
| Brian F. Carroll | | | | $ | 126,250 | | | | | $ | 112,500 | | | | | $ | 238,750 | | |
Andrew B. Cohen(2) | | | | $ | 121,250 | | | | | $ | 112,500 | | | | | $ | 233,750 | | |
William J. Cornog(3) | | | | $ | 126,250 | | | | | $ | 112,500 | | | | | $ | 238,750 | | |
Pedro del Corro(4) | | | | $ | 111,250 | | | | | $ | 112,500 | | | | | $ | 223,750 | | |
| Michael J. Durham | | | | $ | 133,750 | | | | | $ | 112,500 | | | | | $ | 246,250 | | |
| Kenneth W. Freeman | | | | $ | 246,250 | | | | | $ | 187,500 | | | | | $ | 433,750 | | |
| George Muñoz | | | | $ | 136,250 | | | | | $ | 112,500 | | | | | $ | 248,750 | | |
| Judith Rodin | | | | $ | 158,750 | | | | | $ | 112,500 | | | | | $ | 271,250 | | |
| Eilif Serck-Hanssen | | | | | — | | | | | | — | | | | | | — | | |
Ian K. Snow(5) | | | | $ | 118,750 | | | | | $ | 112,500 | | | | | $ | 231,250 | | |
Steven M. Taslitz(6) | | | | $ | 111,250 | | | | | $ | 112,500 | | | | | $ | 223,750 | | |
(1)
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Some Directors served on the Board or one or more of its committees for less than all of 2017. For these directors, annual and committee retainers were prorated to reflect the portion of the year the director served as a member of the Board or of the Committee, as applicable.
2017 Director Compensation
| | | | | | | | | | | | | |
Name | | Fees Earned
or Paid
in Cash
($) | | Stock
Awards
($)(1) | | All Other
Compensation
($) | | Total
($) | |
|---|
Douglas L. Becker(2) | | | — | | | — | | | — | | | — | |
Brian F. Carroll(3) | | | 70,000 | | | — | | | — | | | 70,000 | |
Andrew B. Cohen(4) | | | 9,167 | | | 53,366 | | | — | | | 62,533 | |
William J. Cornog(5) | | | 20,834 | | | 53,366 | | | | | | 74,200 | |
Pedro del Corro(6) | | | 9,167 | | | 53,642 | | | | | | 62,809 | |
Michael J. Durham(7) | | | 88,750 | | | 80,050 | | | | | | 168,800 | |
Kenneth W. Freeman(8) | | | 90,000 | | | 80,050 | | | | | | 170,050 | |
Darren M. Friedman(9) | | | 5,000 | | | — | | | — | | | 5,000 | |
John A. Miller(10) | | | 4,167 | | | — | | | — | | | 4,167 | |
George Muñoz(11) | | | 34,167 | | | 240,149 | | | | | | 274,316 | |
Judith Rodin(12) | | | 172,500 | | | 120,074 | | | | | | 292,574 | |
Jonathan D. Smidt(13) | | | 5,417 | | | — | | | — | | | 5,417 | |
Ian K. Snow(14) | | | 65,000 | | | — | | | — | | | 65,000 | |
Steven M. Taslitz(15) | | | 60,833 | | | — | | | — | | | 60,833 | |
Quentin Van Doosselaere(16) | | | 63,750 | | | — | | | — | | | 63,750 | |
Robert B. Zoellick(17) | | | 277,500 | | | 120,074 | | | | | | 397,574 | |
(1)Amounts reflect the aggregate grant date fair value calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("FASB ASC Topic 718") with respect to awards of restricted stock received, if any, in 2017. During 2017, there were no option awards, non-equity incentive compensation, or nonqualified deferred compensation granted to our non-employee, independent Directors or our non-employee Directors designated by Wengen. For all Directors except Mr. del Corro,Represents the grant date fair value of awards, which is an aggregate of 42,840 shares of restricted Class A common stock received, if any,estimated value computed in accordance with FASB ASC Topic 718, was $17.44 per share on June 1, 2017.718. For Mr. del Corro, the grant date fair valuea discussion of the awardsassumptions related to the calculation of 3,060 shares of restricted Class A common stock computed in accordance with FASB ASC Topic 718, was $17.53 per share on June 30, 2017. The assumptions on which these valuations are based are set forth inthis value, refer to Note 14,12, 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, 2017.
(2)- 2020. For all non-employee directors other than Mr.
Becker was not entitled to receive compensation for his serviceFreeman, reflects a grant on our BoardMay 12, 2020 of Directors during 2017.
(3)Mr. Carroll received $20,000 in cash3,405 shares of Class A common stock and 10,215 RSUs as Committee retainers. Mr. Carroll elected to receive hispart of the 2020 annual retainer in cash.
(4)- for non-employee director service. For Mr.
Cohen received $9,167 in cashFreeman, reflects a grant on May 12, 2020 of 5,675 shares of Class A common stock and 17,025 RSUs as Committee retainers. Mr. Cohen elected to receive hispart of the 2020 annual retainer for non-employee director service. The RSUs vested ratably in stock. three installments at the end of the second, third and fourth quarters of 2020.
(2)
Mr. Cohen was required by prior agreement with Cohen Private VenturesCPV Holdings, LLC to have all shares issued in paymentthe cash portion of his Director'sdirector’s fees issuedpaid to Cohen Private Ventures. Therefore, we issued to Cohen Private Ventures 3,060 shares of our Class A common stock as compensation for Mr. Cohen's services as a Director during 2017.such entity.
(3)
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(5)- Mr. Cornog
received $20,834 inwas required by prior agreement with KKR Capstone Americas, LLC to have the cash as Committee retainers. Mr. Cornog electedportion of his director’s fees paid to receive his annual retainer in stock. Therefore, we issued to Mr. Cornog 3,060 shares of our Class A common stock as compensation for Mr. Cornog's services as a Director during 2017.such entity.
(4)
(6)Mr. del Corro received $9,167 in cash as Committee retainers. Mr. del Corro was required by prior agreement with Torreal Sociedad de Capital Riesgo, S.A. ("Torreal") to have all shares issued in paymentthe cash portion of his Director's fees issued to Torreal. Therefore, we issued to Torreal 3,060 shares of our Class A common stock as compensation for Mr. del Corro's services as a Director during 2017.
(7)Mr. Durham received $13,750 in cash as Committee retainers. Mr. Durham also received $75,000 in cash and 4,590 shares of our Class A common stock as his annual retainer, prorated for the months he served as a Director.
(8)Mr. Freeman received $15,000 in cash as Committee retainers. Mr. Freeman also received $75,000 in cash and 4,590 shares of our Class A common stock as his annual retainer, prorated for the months he served as a Director.
(9)Mr. Friedman received $833 in cash as Committee retainers and $4,167 in cash as his annual retainer, prorated for the portion of the year he served as a Director. Mr. Friedman was required by prior agreement with StepStone to have his 2017 Director'sdirector’s fees paid to StepStone.such entity.
(5)
(10)Mr. Miller elected $4,167 in cash as his annual retainer, prorated for the portion of the year he served as a Director.
(11)Mr. Muñoz received $34,167 in cash as Committee retainers. Mr. Muñoz elected to receive his annual retainer in stock. Therefore, we issued to Mr. Muñoz 13,770 shares of our Class A common stock as compensation for his service as a Director during 2017.
(12)Dr. Rodin received $60,000 in cash as Committee retainers. Dr. Rodin received $112,500 in cash and we issued 6,885 shares of our Class A common stock as compensation for her services as a Director during 2017.
(13)Mr. Smidt received $1,250 in cash as Committee retainers and $4,167 in cash as his annual retainer, prorated for the portion of the year he served as a Director.
(14)Mr. Snow received $15,000 in cash as Committee retainers and elected to receive his $50,000 annual retainer in cash. Mr. Snow was required by prior agreement with Snow Phipps Group, LLC to have the cash portion of his 2017 Director'sdirector’s fees paid to Snow Phipps.such entity.
(6)
(15)Mr. Taslitz received $10,833 in cash as Committee retainers and elected to receive his $50,000 annual retainer in cash. Mr. Taslitz was required by prior agreement with Sterling Partners to have the cash portion of his director'sdirector’s fees paid to Sterling Partners or an affiliate of its choosing. As a result of the Founders' Agreement, each Sterling Founder, including Mr. Taslitz is entitled to receive an equal share of, on an after-tax basis, any dividends on, orwill not stand for re-election at the proceeds from the sale of, the EPI Shares2021 Annual Meeting and the shares of our Class B common stock underlying the EPI Options. These prospective proceeds are not included in the compensation set forth in the table above.
(16)Mr. Van Doosselaere received $13,750 in cash as Committee retainers and elected to receive his $50,000 annual retainer in cash. Mr. Van Doosselaere was required by prior agreement with Bregal to have his director's fees paid to Bregal.
(17)Mr. Zoellick received $112,500 in cash and we issued 6,885 shares of our Class A common stock as compensation for his services as a Director during 2017. With respect to his service as a Director during 2014-2016, Mr. Zoellick also received a $165,000 one-time cash payment in January 2017 and his 18,558 restricted shares of Class A common stock vested and became nonforfeitable on January 1, 2017.
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION DECISIONS
Steven Taslitz, formerly a member of the Compensation Committee, is the Senior Managing Director of Sterling Partners, and Douglas Becker, our Chairman and former CEO, is a director of Sterling Fund Management, LLC, the management affiliate of Sterling Partners. During 2017, no other members of the Compensation Committee (i) had a relationship with us other than as a Director and, in certain cases, a stockholder nor (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 Transactions, and Director Independence " for a discussion of certain transactions to which affiliates of the members of the Compensation Committee were party.
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REPORT OF THE COMPENSATION COMMITTEE
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 towill leave the Board of Directors and the Board approved,as of that the Compensation Discussion and Analysis be included in Laureate's Annual Report on Form 10-K or the 2018 Annual Meeting Proxy Statement on Schedule 14A.
date.
| | |
| | COMPENSATION COMMITTEE39
Brian F. Carroll
Andrew B. Cohen
William L. Cornog
Pedro del Corro
George Muñoz
|
EQUITY PLAN COMPENSATION INFORMATIONREPORT OF THE AUDIT COMMITTEE
Under the guidance of a written charter adopted by the Board of Directors, the purpose of the Audit Committee is to oversee the accounting and financial reporting processes of Laureate and audits of its financial statements.
The
responsibilities of the Audit Committee include appointing and providingfollowing table sets forth certain equity compensation plan information for the
compensation of Laureate's independent registered public accounting firm and approving the audit and non-audit services to be provided by the independent registered public accounting firm. Each of the members of the Audit Committee meets the independence requirements of Nasdaq. Management has primary responsibility for the system of internal controls and the financial reporting process. PricewaterhouseCoopers LLP, Laureate's independent registered public accounting firm ("PricewaterhouseCoopers LLP"), has the responsibility to express an opinion on the financial statements based on an audit conducted in accordance with generally accepted auditing standards.
In this context and in connection with the audited financial statements contained in Laureate's Annual Report on Form 10-K, the Audit Committee has reviewed and discussed the audited financial statementsCompany as of and for the fiscal year ended December 31, 2017 with Laureate's management2020:
| Plan Category | | | Number of
securities to be
issued upon
exercise of
outstanding
option, warrants
and rights
(a) | | | Weighted-average
exercise price
of outstanding
options, warrants
and rights
(b) | | | Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column
(c) | |
| Equity compensation plans approved by stockholders | | | | | 4,426,926(1) | | | | | $ | 17.85 | | | | | | 5,227,094(2) | | |
Equity compensation plans not approved by
stockholders | | | | | — | | | | | | — | | | | | | — | | |
| Total | | | | | 4,426,926(1) | | | | | | | | | | | | 5,227,094(2) | | |
(1)
Includes 4,139,801 shares of common stock issuable pursuant to outstanding RSU, PSU and
PricewaterhouseCoopers LLP. The Audit Committee has also discussed with PricewaterhouseCoopers LLP the matters required to be discussed by Statement of Auditing Standards No. 61,Communication with Audit Committees, as amended by Statement of Auditing Standards No. 90, Audit Committee Communications. The Audit Committee has received and reviewed the written disclosures and the letter from PricewaterhouseCoopers LLP required by the Independence Standards Board Standard No. 1,Independence Discussions with Audit Committees, discussed with the auditors their independence, and concluded that the non-audit services performed by PricewaterhouseCoopers LLP are compatible with maintaining their independence. The Audit Committee has also discussed with PricewaterhouseCoopers LLP the matters required to be discussed by Auditing Standard No. 1301 adopted by the Public Company Accounting Oversight Board (United States) regardingCommunication with Audit Committees. Based on the foregoing reviews and discussions, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Laureate's Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the Securities and Exchange
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Commission and instructed the registered public accounting firm that the Audit Committee expects to be advised if there are any subjects that require special attention.
| | |
| | AUDIT COMMITTEE
George Muñoz
Michael J. Durham
Kenneth W. Freeman
|
The foregoing reports of the Compensation Committee and Audit Committee shall not constitute "soliciting material," shall not be deemed "filed" with the SEC and are not to be incorporated by reference into any of our other filingsoption awards under the Securities Act2013 Plan and 287,125 shares of 1933,common stock issuable pursuant to outstanding option awards under the Company’s 2007 Stock Incentive Plan, as amended, oramended.
(2)
All such shares are available for future issuance under the
Exchange Act, except to the extent that we specifically incorporate either such report by reference therein.2013 Plan.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information with respect to the beneficial ownership of our common stock at
February 28, 2018,March 26, 2021, for:
•
each person who we know beneficially owns more than five percent of either Class A or Class B common stock;
•
•each of our current Directors;
•
•each of our Named Executive Officers; and
•
•all of our current directors and executive officers as a group.
The address of each beneficial owner listed in the table unless otherwise noted is c/o Laureate Education, Inc., 650
SouthS. Exeter Street, Baltimore, Maryland 21202.
We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.
Applicable percentage ownership is based on
55,106,512122,571,811 shares of Class A common stock and
132,389,08073,544,083 shares of Class B common stock outstanding at
February 28, 2018. The table below includes shares of Class A common stock issuable upon conversion of our Series A Preferred Stock deemed beneficially owned by a person whose holdings of our common stock is required to be reported below in the table.March 26, 2021. In computing the number of shares of common stock beneficially owned by a person,
and the percentage ownership of that person
and the percentage of total voting power, we deemed outstanding shares of common stock subject to options held by that person that are currently exercisable or exercisable within 60 days of
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February 28, 2018. March 26, 2021. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.
Under our Insider Trading Policy, directors and executive officers are prohibited from engaging in any form of hedging transaction, holding our securities in margin accounts and pledging our securities as collateral for loans. None of the shares held by our directors or current executive officers shown on the table below is pledged. In addition, the Company’s Stock Ownership Guidelines require non-employee, independent directors and executive officers to retain a certain ownership level of Company stock. See “Executive Compensation—Compensation Discussion and Analysis—Stock Ownership Guidelines” and “Director Compensation—Stock Ownership Guidelines” for a complete description of these guidelines.
| | | | | | | | | | | | | | | | |
| | Shares Beneficially Owned | |
| |
|---|
| | Class A (includes shares of
Series A Preferred and
Class B that are convertible
to Class A)(1) | |
| |
| |
| |
|---|
| | Class B | |
| |
|---|
| | Percentage
of Total
Voting
Power(2) | |
|---|
Name of Beneficial Owner | | Number of
Shares | | Percentage | | Number of
Shares | | Percentage | |
|---|
5% Stockholders: | | | | | | | | | | | | | | | | |
Wengen Alberta, Limited Partnership(3) | | | 126,189,616 | | | 69.6 | % | | 126,189,616 | | | 95.3 | % | | 91.5 | % |
KKR Funds(3)(4) | | | 9,574,999 | (3)(4) | | 15.7% | (3)(4) | | — | (3) | | — | (3) | | * | (3)(4) |
Funds and individuals affiliated with Sterling(3)(5) | | | 3,669,084 | (3)(5) | | 6.3% | (3)(5) | | 3,669,084 | (3)(5) | | 2.8% | (3)(5) | | 2.7% | (3)(5) |
Melvin Capital Management(6) | | | 5,150,000 | (6) | | 9.3% | (6) | | — | | | — | | | * | (6) |
BlackRock, Inc.(7) | | | 4,133,654 | (7) | | 7.5% | (7) | | — | | | — | | | * | (7) |
The Vanguard Group, Inc.(8) | | | 4,065,974 | (8) | | 7.4% | (8) | | — | | | — | | | * | (8) |
FMR, LLC(9) | | | 3,212,853 | (9) | | 5.8% | (9) | | — | | | — | | | * | (9) |
AllianceBernstein L.P.(10) | | | 3,008,501 | (10) | | 5.5% | (10) | | — | | | — | | | * | (10) |
12 West Capital Management LP(11) | | | 4,077,181 | (11) | | 7.4% | (11) | | — | | | — | | | * | (11) |
Ivy Investment Management Company(12) | | | 4,417,491 | (12) | | 8.0% | (12) | | — | | | — | | | * | (12) |
Funds affiliated with Abraaj Platinum Holdings LP(13) | | | 12,707,560 | (13) | | 18.7% | (13) | | — | | | — | | | * | (13) |
Funds affiliated with Apollo Tower Credit Fund LP(14) | | | 12,707,560 | (14) | | 18.7% | (14) | | — | | | — | | | * | (14) |
Named Executive Officers and Directors:(15) | | |
| | |
| | |
| | |
| | |
| |
Douglas L. Becker(16)(17) | | | 968,755 | | | 1.7 | % | | 968,755 | | | * | | | * | |
Brian F. Carroll(16)(18) | | | 16,844 | | | * | | | 16,844 | | | * | | | * | |
Andrew B. Cohen(16)(19) | | | 9,558 | | | * | | | 6,498 | | | * | | | * | |
William L. Cornog(16) | | | 3,060 | | | * | | | — | | | — | | | * | |
Pedro del Corro(16)(20) | | | — | | | — | | | 59,578 | | | * | | | * | |
Michael J. Durham | | | 4,590 | | | * | | | — | | | — | | | * | |
Kenneth W. Freeman | | | 4,590 | | | * | | | — | | | — | | | * | |
George Muñoz(21) | | | 45,468 | | | * | | | 19,698 | | | * | | | * | |
Dr. Judith Rodin(22) | | | 26,583 | | | * | | | 19,698 | | | * | | | * | |
Ian K. Snow(16)(23) | | | 1,507,549 | | | 2.7 | % | | 6,656 | | | * | | | * | |
Steven M. Taslitz(16)(24) | | | 968,755 | | | 1.7 | % | | 968,755 | | | * | | | * | |
Quentin Van Doosselaere(16) | | | — | | | — | | | — | | | — | | | — | |
Eilif Serck-Hanssen(25) | | | 645,159 | | | 1.2 | % | | 588,344 | | | * | | | * | |
Ricardo Berckemeyer(26) | | | 313,295 | | | * | | | 256,249 | | | * | | | * | |
Enderson Guimarães(27) | | | 47,578 | | | * | | | — | | | — | | | * | |
Timothy Daniels(28) | | | 86,318 | | | * | | | 77,626 | | | * | | | * | |
Robert Zentz(29) | | | 404,378 | | | * | | | 145,348 | | | * | | | * | |
All Current Directors and Executive Officers as a Group (20 persons)(16)(17) | | | 5,163,743 | | | 8.8 | % | | 3,449,549 | | | 2.6 | % | | 2.6 | % |
| | | | Shares Beneficially Owned | | | | | | | | |
| | | | Class A (includes shares
of Class B that are
convertible to Class A) | | | Class B | | | Percentage
of Total Voting
Power(2) | | |
| Name of Beneficial Owner | | | Number of
Shares(1) | | | Percentage | | | Number of
Shares | | | Percentage | | | | |
| 5% Stockholders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Wengen Alberta, Limited Partnership(3) | | | | | 68,917,693 | | | | | | 36.0% | | | | | | 68,917,693 | | | | | | 93.7% | | | | | | 80.3% | | | |
FMR LLC(4) | | | | | 14,160,115 | | | | | | 11.6% | | | | | | — | | | | | | — | | | | | | 1.7% | | | |
KKR Funds(3)(5) | | | | | 13,768,128(3)(4) | | | | | | 11.2%(3)(4) | | | | | | —(3) | | | | | | —(3) | | | | | | 1.6%(3)(4) | | | |
The Vanguard Group, Inc.(6) | | | | | 9,686,547 | | | | | | 7.9% | | | | | | — | | | | | | — | | | | | | 1.1% | | | |
BlackRock, Inc.(7) | | | | | 7,678,492 | | | | | | 6.3% | | | | | | — | | | | | | — | | | | | | * | | | |
| Directors and Named Executive Officers: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Brian F. Carroll(8)(9) | | | | | 30,464 | | | | | | * | | | | | | 16,844 | | | | | | * | | | | | | * | | | |
Andrew B. Cohen(8)(10) | | | | | 13,620 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | |
William L. Cornog(8) | | | | | 22,986 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | |
Pedro del Corro(8)(11) | | | | | 25,536 | | | | | | * | | | | | | 47,662 | | | | | | * | | | | | | * | | | |
| Michael J. Durham | | | | | 32,397 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | |
| Kenneth W. Freeman | | | | | 45,275 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | |
George Muñoz(12) | | | | | 80,642 | | | | | | * | | | | | | 19,698 | | | | | | * | | | | | | * | | | |
Dr. Judith Rodin(13) | | | | | 54,390 | | | | | | * | | | | | | 19,698 | | | | | | * | | | | | | * | | | |
Ian K. Snow(8)(14) | | | | | 2,087,778 | | | | | | 1.7% | | | | | | 6,656 | | | | | | * | | | | | | * | | | |
Steven M. Taslitz(8)(15) | | | | | 303,598 | | | | | | * | | | | | | 290,759 | | | | | | * | | | | | | * | | | |
Eilif Serck-Hanssen(16) | | | | | 900,039 | | | | | | * | | | | | | 307,094 | | | | | | * | | | | | | * | | | |
Jean-Jacques Charhon(17) | | | | | 330,349 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | |
Timothy Grace(18) | | | | | 54,158 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | |
Paula Singer(19) | | | | | 316,633 | | | | | | * | | | | | | 256,249 | | | | | | * | | | | | | * | | | |
Richard H. Sinkfield III(20) | | | | | 32,197 | | | | | | * | | | | | | 16,174 | | | | | | * | | | | | | * | | | |
All Current Directors and Executive Officers as a Group (14 persons)(21) | | | | | 4,061,091 | | | | | | 3.3% | | | | | | 724,585 | | | | | | 1.0% | | | | | | 1.2% | | | |
*
Less than one percent.
(1)
(1)The Class B common stock is convertible into shares of Class A common stock on a share-for-share basis upon the election of the holder or upon transfer, subject to the terms of our amended and restated certificate of incorporation. The Class A common stock and Class B common stock will automatically convert into a single class of common stock on the date on which the number of outstanding shares of Class B common stock represents less than 15% of the aggregate combined number of outstanding shares of Class A common stock and Class B common stock. The Series A Preferred Stock is convertible into shares of Class A common stock in accordance with the certificate of designations attached to our amended and restated certificate of incorporation. The shares of Class A common stock reported in connection with the conversion of shares of Series A Preferred Stock reflects the maximum number of shares of Class A common stock issuable to the holder in connection with the conversion of such holder's shares of Series A Preferred Stock assuming the minimum conversion price of $10.50 per share.
(2)
(2)Percentage of total voting power represents voting power with respect to all shares of our Class A common stock and Class B common stock, voting as a single class. Each holder of Class B common stock is entitled to ten votes per share of Class B common stock and each holder of Class A common stock is entitled to one vote per share of Class A common
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stock on all matters submitted to our stockholders for a vote. The Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of our stockholders, except as may otherwise be required by law or our amended and restated certificate of incorporation.
(3)
Represents shares of Class B common stock that are directly held by Wengen, our controlling stockholder. The limited partnership interests in Wengen are held by certain investors including investment funds and other investors affiliated with or managed by, among others, Douglas L. Becker,
our former Chairman and founder, Steven M.Mr. Taslitz, a directorDirector of the Company, Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates, "KKR"“KKR”), Cohen Private Ventures,CPV Partners, LLC (together with its affiliates, "CPV"), Bregal Investments, Inc. (together with its affiliates, "Bregal"), StepStone Group LP (together with its affiliates, "StepStone"(“CPV”), Sterling Fund Management, LLC (together with its affiliates and investment funds managed by it, "Sterling Partners"“Sterling Partners”), and Snow Phipps Group, LLC (together with its affiliates, "Snow Phipps"“Snow Phipps” and, collectively, the "Wengen Investors"“Wengen Investors”). The general partner of Wengen is Wengen Investments Limited, which is governed by a board of directors composed of Mr. Becker and otherthat includes representatives of Sterling Partners, and representatives of KKR, CPV Bregal, StepStone and Snow Phipps. As a result of such representation, the Wengen Investors control the voting of the shares of Class B common stock held by Wengen in the election of certain directors and may be deemed to share beneficial ownership over the securities beneficially owned by Wengen. Does not include 589,830375,427 shares of Class B common stock subject to proxies given by current and former directors and employees of the Company to Wengen to vote their shares of Class B common stock (collectively, the "Wengen Proxy"“Wengen Proxy”).
The following persons hold,beneficially own, through their interests in Wengen, over 5% of our Class B common stock: KKR 2006 Fund (Overseas), Limited Partnership and KKR Partners II (International), L.P.; the Sterling Parties; CPV; Bregal; Caisse de dépôt et placement du Québec;, CPV and affiliates of Moore Capital Management, LP; and affiliates of Makena Capital Management, LLC.LP. Shares of Class B common stock held by Wengen are convertible by Wengen into shares of Class A common stock, in accordance with the terms of our amended and restated certificate of incorporation, at the discretion of the general partner of Wengen.
KKR 2006 Fund (Overseas), Limited Partnership and KKR Partners II (International), L.P. hold limited partnership interests in Wengen which relate to approximately 22,889,95218,311,957 and 952,623762,098 underlying shares of Class B common stock held by Wengen, respectively, and may also be deemed to have voting and investment power over such portion of the Class B common stock owned by Wengen as a result of their ability to direct Wengen with respect to certain voting and disposition of such securities. KKR PI-II GP Limited is the general partner of KKR Partners II (International), L.P. KKR Associates 2006 (Overseas), Limited Partnership is the general partner of KKR 2006 Fund (Overseas), Limited Partnership. KKR 2006 Limited is the general partner of KKR Associates 2006 (Overseas), Limited Partnership. KKR Fund HoldingsGroup Partnership L.P. is the sole shareholder of KKR 2006 Limited. KKR Fund Holdings GP Limited is a general partner of KKR Fund Holdings L.P. KKR Group Holdings L.P. is the sole shareholder of KKR Fund Holdings GP Limited and a general partner of KKR Fund Holdings L.P. KKR Group LimitedCorp. is the general partner of KKR Group HoldingsPartnership L.P. KKR & Co. L.P.Inc. is the sole shareholder of KKR Group Limited.Holdings Corp. KKR Management LLCLLP is the general partnerSeries I preferred stockholder of KKR & Co. L.P.Inc. Messrs. Henry R. Kravis and George R. Roberts are the designated membersfounding partners of KKR Management LLC.LLP. In such capacities, each of the entities and individuals referenced in this paragraph may also be deemed to be the beneficial owners having shared voting power and shared investment power with respect to the securities as described above. The address of each of the persons and entities listed in this paragraph, except Mr. Roberts, is c/o Kohlberg Kravis Roberts & Co. L.P., 9 West 57th Street,30 Hudson Yards, New York, New York 10019.10001. The principal business address for Mr. Roberts is c/o Kohlberg Kravis Roberts & Co. L.P., 2800 Sand Hill Road, Suite 200, Menlo Park, California 94025.
Sterling Capital Partners II, L.P., Sterling Capital Partners III, L.P., SP-LSP L Affiliate, LLC, Sterling Laureate Executives Fund, L.P., Sterling Laureate, L.P., Sterling Laureate Rollover, L.P., Douglas L.Mr. Becker, Steven M.Mr. Taslitz and certain of their respective affiliates hold limited partnership interests in Wengen which collectively relate to approximately 9,584,8255,942,825 underlying shares of Class B common stock held by Wengen, and may also be deemed to have voting and investment power over their respective pro rata shares of such portion of the Class B common stock owned by Wengen as a result of their respective abilities to direct Wengen with respect to certain voting and disposition of such securities. These underlying shares of Class B common stock do not include shares of Class B common stock allocable to limited partnership interests in Wengen held by certain investment vehicles that are managed on behalf of persons not affiliated with Sterling Partners, which investment vehicles, although managed by Sterling-relatedSterling related entities, pass through rights with respect to the voting and disposition of the underlying shares of the Company to the investors in such vehicles. SC Partners II, L.P. is the sole general partner of Sterling Capital Partners II, L.P., and Sterling Capital Partners II, LLC is the sole general partner of SC Partners II, L.P. SC Partners III, L.P. is the sole general partner of Sterling Capital Partners III, L.P., and Sterling Capital Partners III, LLC is the sole general partner of SC Partners III, L.P. SP-LSP L Management III, LLC is the sole general partner of Sterling Laureate, L.P. SP-LSP L Management IV, LLC is the sole general partner of Sterling Laureate Executives Fund, L.P. SP-LSP L Management V, LLC is the sole general partner of Sterling Laureate Rollover, L.P. SP-LSP L Parent, LLC
is the sole general partner of each of Sterling Management III, LLC, Sterling Management IV, LLC and Sterling Management V, LLC. Sterling Capital Partners II, LLC, Sterling Capital Partners III, LLC, SP-LSP L Affiliate, LLC and SP-LSP L Parent, LLC are managed by Messrs. Taslitz and Becker and R. Christopher Hoehn-Saric (eachHoehn Saric. Mr. Taslitz and another representative of whom servesSterling serve on the board of directors of the general partner of Wengen).Wengen. Each of the aforementioned entities and individuals may also be deemed to be the beneficial owners having voting power and/or investment power with respect to securities of the Company owned directly by Wengen as described above, except that Mr. Becker does not exercise any voting or investment power with respect to such securities (other than any securities of the Company attributable to the limited partnership interests in Wengen held by SP-LSP L Affiliate, LLC). Such funds and individuals affiliated with Sterling Partners may be deemed to beneficially own 941,824 shares of Class B common stock excluding shares held by Wengen (including 802,211 shares of Class B common stock issuable upon the exercise of vested options issued to Mr. Becker (the “Becker Option”)), all of which are convertible into shares of Class A common stock In the aggregate, and including shares held by Wengen as disclosed in this footnote (3) above, funds and individuals affiliated with Sterling Partners may be deemed to beneficially own 71,390,942 shares of Class A common stock (including the Becker Option), which represents, in the aggregate, approximately 36% of the outstanding shares of the Class A common stock, calculated pursuant to the rules of the SEC. The business address of each of the persons and entities listed in this footnote (other than Mr. Becker) is c/o Sterling Partners, 401 N. Michigan Avenue, Suite 3300, Chicago, Illinois 60611.
The business address of Mr. Becker is c/o Sterling Partners, 650 S. Exeter Street, #1100, Baltimore, Maryland 21202.
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CPV Holdings, LLC-holds,has investment management authority over an investment fund that holds, directly and indirectly, limited partnership interests in Wengen which collectively relate to approximately 15,995,97412,796,782 underlying shares of Class B common stock held by Wengen, andWengen. CPV may also be deemed to have voting and investment power over such portion of the Class B common stock owned by Wengen as a result of its ability to direct Wengen with respect to certain voting and disposition of such securities. CPV also beneficially owns 3,215,056 shares of Class A common stock, including 15,864 shares of Class A common stock that were issued pursuant to the Company’s non-employee director compensation program. Steven A. Cohen is the senior managing member of CPV Holdings, LLC.CPV. In such capacity, Steven A. Cohen may also be deemed to be the beneficial owner having shared voting power and shared investment power with respect to the securities as described above. Cohen Private Ventures, LLC holds 3,060In the aggregate, and including shares of Class A common stockheld by Wengen as disclosed in this footnote (3) above, CPV and 6,498 shares of Class B common stock issued pursuant to the Company's non-employee director compensation program. Steven A. Cohen may be deemed to have sole voting power and investment power overbeneficially own 72,132,749 shares of Class A common stock, which represents, in the securities held by Cohen Private Ventures, LLC in his capacity as its sole member.aggregate, approximately 37.7% of the outstanding shares of the Class A common stock, calculated pursuant to the rules of the SEC. The address of eachCPV is 55 Hudson Yards, New York, New York 10001. The address of CPV Holdings, LLC, Steven A. Cohen and Cohen Private Ventures, LLC is 72 Cummings Point Road, Stamford, Connecticut 06902.
Bregal Europe Co-Investment Limited Partnership holds, directly and indirectly, limited partnership interests in Wengen which relate to approximately 11,915,410 underlying shares of Class B common stock held by Wengen, and may also be deemed to have voting and investment power over such portion of the Class B common stock owned by Wengen as a result of its ability to direct Wengen with respect to certain voting and disposition of such securities. The General Partner of Bregal Europe Co-Investment Limited Partnership is Bregal General Partner Jersey Limited. The directors of Bregal General Partner Jersey Limited are: Paul Andrew Bradshaw, John Hammill, John David Drury, Andrew Crawford, Wolter Rudolf Brenninkmeijer and Edwin Theo Niers. In such capacities, each of the entities and individuals referenced in this paragraph may also be deemed to be the beneficial owners having shared voting power and shared investment power with respect to the securities as described above. The address of Bregal Europe Co-Investment Limited Partnership is Quartermile One, 15 Lauriston Place, Edinburgh, EH3 9EP, United Kingdom. The address of Bregal General Partner Jersey Limited and the principal business address of each of Messrs. Paul Andrew Bradshaw, John Hammill, and Andrew Crawford is 2nd Floor, Windward House, La Route de la Liberation, St. Helier, JE2 3BQ, Jersey, Channel Islands. The principal business address of each of Messrs. John David Drury and Wolter Rudolf Brenninkmeijer is 81 Fulham Road, 3rd Floor, London SW3 6RD, United Kingdom. The principal business address of Mr. Edwin Theo Niers is Grafenauweg 10, CH-6300, Zug, Switzerland.
2007 Co-Investment Portfolio L.P., StepStone Capital Partners II Onshore, L.P. and StepStone Capital Partners II Cayman Holding, L.P. (collectively, the "StepStone Funds") hold limited partnership interests in Wengen which collectively relate to approximately 3,999,535 underlying shares of Class B common stock held by Wengen, and may be deemed to have voting and investment power over their respective pro rata shares of such portion of the Class B common stock owned by Wengen as a result of their respective abilities to direct Wengen with respect to certain voting and disposition of such securities. StepStone Group Holdings LLC is the general partner of StepStone Group LP, which is the sole member of StepStone Co-Investment Funds GP, LLC, which is the sole general partner of each of the StepStone Funds. Mr. Darren M. Friedman is principally employed as a Partner of StepStone Group LP and StepStone Group Holdings LLC and is a director of Wengen. The principal business address of each of the StepStone persons is 4275 Executive Square, Suite 500, La Jolla, CA 92037.
Snow Phipps Group, L.P., SPG Co-Investment, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., and Snow Phipps Group (RPV), L.P. hold limited partnership interests in Wengen which relate to approximately 3,231,081, 17,483, 31,040, 104,434,2,584,865, 13,986, 24,832, 83,547, and 168,255134,604 underlying shares of Class B common stock held by Wengen, respectively, for an aggregate of 3,552,2932,841,834 shares, and may also be deemed to have voting and investment power over such portion of the Class B common stock owned by Wengen as a result of their ability to direct Wengen with respect to certain voting and disposition of such securities. Snow Phipps Group, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., Snow Phipps Group (RPV), L.P. and SPG Co Investment L.P. also beneficially own, in aggregate among them, 15,000 shares of Series A Preferred Stock, that, as further described in footnote (1) above, may be converted into a maximum of 1,500,8932,087,778 shares of Class A common stock, which shares are included above in the table for Ian K. Snow (or 1,367,814, 4,503, 13,108, 44,226, and 71,242 shares of Class A common stock that will be received by Snow Phipps Group, L.P., SPG Co-Investment, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., and Snow Phipps Group (RPV), L.P., respectively, upon the conversion of 13,670, 45, 131, 442, and 712 shares of Series A Preferred Stock, respectively).Snow. SPG GP, LLC is the general partner of Snow Phipps Group (Offshore), L.P., Snow Phipps Group (B), L.P., Snow Phipps Group, L.P., Snow Phipps Group (RPV), L.P., and SPG Co-Investment, L.P. Ian Snow is the sole managing member of SGP GP, LLC. In such capacities, each of the entities and the individual referenced in this paragraph may also be deemed to be the beneficial owners having shared voting power and shared investment power with respect to the securities as described above. The address of each of the persons and entities listed in this paragraph is 667 Madison Avenue, 18th10th Floor, New York, New York, 10065.
Caisse de dépôt et placement du Québec
MMF MLP, Ltd. holds directly and indirectly, limited partnership interests in Wengen which relate to approximately 11,491,2778,843,988 underlying shares of the Class B common stock held by Wengen and may be deemed to have voting and investment power over such portion of the Class B common stock owned by Wengen as a result of its ability to direct Wengen with respect to certain voting and disposition of such securities. The principal business address for Caisse de dépôt et placement du Québec is 1000, place Jean-Paul-Riopelle, Montreal (Québec) H2Z 2B3, Canada.
Kendall Family Investments, LLC,
MMF Moore ET Investments, LP and MEM Moore ET Investments, LP hold, directly and indirectly, limited partnership interests in Wengen which collectively relate to approximately 11,054,982 underlyingMLP, Ltd. also holds 2,210,994 shares of the Class BA common stock held by Wengen, and may be deemed to have voting and investment power over their respective pro rata shares of such portion of the Class B common stock owned by Wengen as a result of their respective abilities to direct Wengen with respect to certain voting and disposition of such securities.stock. Louis M. Bacon is the chief executive officer and director of Moore Capital Management, LP, which serves as the discretionary investment manager to
Table MMF MLP, Ltd. Mr. Bacon is also the indirect majority owner of Contents
MMF Moore and MEM Moore ET Investments, LP, ET Investments, LP, and the majority equity holder of Kendall Family Investments, LLC.MLP, Ltd. The principal business address of Moore Capital Management, LP is 11 Times Square, New York, New York 10036.
(4)Makena Capital Holdings M, L.P. and Makena Contingent Capital Account, L.P. hold, directly and indirectly, limited partnership interests in Wengen which collectively relate
Based solely on information reported by FMR LLC on Amendment No. 3 to approximately 6,765,025 underlyingSchedule 13G filed with the SEC on February 8, 2021. All of these shares are shares of Class BA common stock held by Wengen, and may be deemedstock. According to havethis Amendment to Schedule 13G, FMR LLC has sole voting and investment power over their respective pro rata shares of such portion of the Class B common stock owned by Wengen as a result of their respective abilities to direct Wengen with respect to certain1,274,561 shares of Class A common stock and sole dispositive power with respect to 14,160,115 shares of Class A common stock and shared voting power and dispositionshared dispositive power with respect to no shares of such securities. Makena Capital Management, LLC is the general partner of Makena Capital Holdings M, L.P.Class A common stock. The reporting person listed its address as 245 Summer Street, Boston, Massachusetts 02210.
(5)
Represents 13,480,107 and
Makena Contingent Capital Account, L.P. The principal business address of Makena Capital Management, LLC is 2755 Sand Hill Road, Suite 200, Menlo Park, California 94025.(4)Represents 3,532,737 and 38,691288,021 shares of Class A common stock owned by KKR 2006 Fund (Overseas), Limited Partnership and KKR Partners II (International), L.P., respectively, and, as described further in footnote (1) above, an additional 5,938,532 and 65,039 shares of Class A common stock that may be received by KKR 2006 Fund (Overseas), Limited Partnership and KKR Partners II (International), L.P., respectively, upon the conversion of 59,350 and 650 shares of Series A Preferred Stock, respectively. Does not include the Class B common stock held by Wengen described above further in footnote (3). In the aggregate the investment funds affiliated with KKR may be deemed to beneficially own 135,764,615 shares of Class A Common Stock, which represents, in the aggregate, approximately 72.5% of the outstanding shares of the Class A common stock, calculated pursuant to the rules of the SEC, or 91.8% of the total voting power.
(5)Represents shares of Class B common stock beneficially owned by funds and individuals affiliated with Sterling. Does not include the Class B common stock held by Wengen described further in footnote (3) above. In the aggregate, suchthe investment funds and individuals affiliated with SterlingKKR may be deemed to beneficially own 129,858,70082,685,821 shares of Class A common stock, (including 3,529,471 shares of Class A common stock issuable upon conversion of shares of Class B common stock issuable upon the exercise of vested options or options exercisable within 60 days of February 28, 2018 issued to Mr. Becker), which represents, in the aggregate, approximately 70.1%43.2% of the outstanding shares of the Class A common stock, calculated pursuant to the rules of the SEC.SEC, or 81.9% of the total voting power.
(6)
(6)Based solely on information reported by Melvin Capital Management LPThe Vanguard Group, Inc. on Amendment No. 23 to Schedule 13G filed with the SEC on February 14, 2018.10, 2021. All of these shares are shares of Class A common stock. According to this Amendment to Schedule 13G, Melvin Capital Management LP may be deemedThe Vanguard Group, Inc. has sole dispositive power with respect to have9,483,307 shares of Class A common stock, shared voting power andwith respect to 114,956 shares of Class A common stock, shared dispositive power with respect to 5,150,000203,240 shares of Class A common stock as follows: (i) 3,670,196and sole voting power with respect to no shares of Class A common stock are held by Melvin Capital Master Fund Ltd (the "Master Fund"), and (ii) 1,479,804 shares of Class A common stock are held by Melvin Capital Onshore LP (the "Onshore Fund") and one or more managed accounts (the "Managed Accounts," and together with the Master Fund and the Onshore Fund, the "Melvin Funds and Accounts"). Melvin Capital Management LP is the investment manager to the Melvin Funds and Accounts.stock. The reporting person listed its address as 527 Madison Avenue, 25th Floor, New York, New York 10022.100 Vanguard Blvd., Malvern, Pennsylvania 19355.
(7)
(7)Based solely on information reported by BlackRock, Inc. in aon Amendment No. 1 to Schedule 13G filed with the SEC on February 1, 2018.January 29, 2021. All of these shares are shares of Class A common stock. According to this Amendment to Schedule 13G, BlackRock, Inc. has sole voting power with respect to 4,046,9997,501,527 shares of Class A common stock, sole dispositive power with respect to 4,133,6547,678,492 shares of Class A common stock and shared voting power and shared dispositive power with respect to no shares of Class A common stock. The reporting person listed its address as 55 East 52nd Street, New York, New York 10055.
(8)Based solely on information reported by The Vanguard Group, Inc. in a Schedule 13G filed with the SEC on February 8, 2018. All of these shares are shares of Class A common stock. According to this Schedule 13G, The Vanguard Group, Inc. has sole voting power with respect to 54,150 shares of Class A common stock, sole dispositive power with respect to 4,009,924 shares of Class A common stock, shared voting power with respect to 56,050 shares of Class A common stock and shared dispositive power with respect to 4,065,974 shares of Class A common stock. Additionally, the Schedule 13G reported that Vanguard Fiduciary Trust Company ("VFTC"), a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 51,150 shares of Class A common stock as a result of its serving as investment manager of collective trust accounts and that Vanguard Investments Australia, Ltd. ("VIA"), a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 7,900 shares of Class A common stock as a result of its serving as investment manager of Australian investment offerings. The reporting person listed its address as 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
(9)Based solely on information reported by FMR LLC in a Schedule 13G filed with the SEC on February 13, 2018. All of these shares are shares of Class A common stock. According to this Schedule 13G, FMR LLC has sole voting power with respect to 2,276,550 shares of Class A common stock and sole dispositive power with respect to 3,212,853 shares of Class A common stock and shared voting power and shared dispositive power with respect to no shares of Class A common stock. The reporting person listed its address as 245 Summer Street, Boston, Massachusetts 02210.
(10)Based solely on information reported by AllianceBernstein L.P. in a Schedule 13G filed with the SEC on February 13, 2018. All of these shares are shares of Class A common stock. According to this Schedule 13G, AllianceBernstein L.P. has sole voting power and sole dispositive power with respect to 3,008,501 shares of Class A common stock and shared voting power and shared dispositive power with respect to no shares of Class A common stock. The Schedule 13G reported that all of these shares were acquired solely for investment purposes on behalf of client discretionary investment advisory accounts. Additionally, the Schedule 13G reported that AllianceBernstein L.P. is a majority-owned subsidiary of AXA Financial, Inc. and an indirect majority-owned subsidiary of AXA SA that operates under independent management and makes independent decisions from AXA and AXA Financial and their respective subsidiaries. The Schedule 13G reported that
(8)
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AXA and AXA Financial calculate and report beneficial ownership separately from AllianceBernstein pursuant to guidance provided by the Securities and Exchange Commission in Release Number 34-39538 (January 12, 1998). As reported in the Schedule 13G, AllianceBernstein may be deemed to share beneficial ownership with AXA reporting persons by virtue of 0 shares of common stock acquired on behalf of the general and special accounts of the affiliated entities for which AllianceBernstein serves as a subadvisor. Each of AllianceBernstein and the AXA entities reporting in the Schedule 13G acquired their shares of common stock for investment purposes in the ordinary course of their investment management and insurance businesses. The reporting person listed its address as 1345 Avenue of the Americas, New York NY 10105.
(11)Based solely on information reported by 12 West Capital Management LP ("12 West Management") in Amendment No. 1 to Schedule 13G filed with the SEC on February 14, 2018. All of these shares are shares of Class A common stock. According to this Amendment to Schedule 13G, 12 West Management has sole voting power and sole dispositive power with respect to 4,077,181 shares of Class A common stock and shared voting power and shared dispositive power with respect to no shares of Class A common stock. Additionally, the Amendment to Schedule 13G reported that 12 West Management serves as the investment manager to 12 West Capital Fund LP, a Delaware limited partnership ("12 West Onshore Fund"), and 12 West Capital Offshore Fund LP, a Cayman Islands exempted limited partnership ("12 West Offshore Fund"), and possesses the sole power to vote and the sole power to direct the disposition of all securities of Laureate Education Inc. (the "Company") held by 12 West Onshore Fund and 12 West Offshore Fund; Joel Ramin, as the sole member of 12 West Capital Management, LLC, the general partner of 12 West Management, possesses the voting and dispositive power with respect to all securities beneficially owned by 12 West Management. The Amendment to Schedule 13G reported that, as of December 31, 2017, 12 West Onshore Fund held 2,389,226 shares of Class A common stock and 12 West Offshore Fund held 1,687,955 shares of Class A common stock. The reporting person listed its address as 90 Park Avenue, 40th Floor, New York, New York 10016.
(12)Based solely on information reported by Ivy Investment Management Company in Amendment No. 1 to Schedule 13G filed with the SEC on February 14, 2018. All of these shares are shares of Class A common stock. According to this Amendment to Schedule 13G, Ivy Investment Management Company has sole voting power and sole dispositive power with respect to 4,417,491 shares of Class A common stock and shared voting power and shared dispositive power with respect to no shares of Class A common stock. Additionally, the Amendment to Schedule 13 G reported that the securities reported are beneficially owned by one or more open-end investment companies or other managed accounts which are advised or sub-advised by Ivy Investment Management Company ("IICO"), an investment advisory subsidiary of Waddell & Reed Financial, Inc. ("WDR") or Waddell & Reed Investment Management Company ("WRIMCO"), an investment advisory subsidiary of Waddell & Reed, Inc. ("WRI"). WRI is a broker-dealer and underwriting subsidiary of Waddell & Reed Financial Services, Inc., a parent holding company ("WRFSI"). In turn, WRFSI is a subsidiary of WDR, a publicly traded company. The investment advisory contracts grant IICO and WRIMCO all investment and/or voting power over securities owned by such advisory clients. The investment sub-advisory contracts grant IICO and WRIMCO investment power over securities owned by such sub-advisory clients and, in most cases, voting power. Any investment restriction of a sub-advisory contract does not restrict investment discretion or power in a material manner. Therefore, IICO and/or WRIMCO may be deemed the beneficial owner of the securities covered by this statement under Rule 13d-3 of the Securities Exchange Act of 1934. IICO, WRIMCO, WRI, WRFSI and WDR are of the view that they are not acting as a "group" for purposes of Section 13(d) under the Securities Exchange Act of 1934. Indirect "beneficial ownership" is attributed to the respective parent companies solely because of the parent companies' control relationship to WRIMCO and IICO. The reporting person listed its address as 6300 Lamar Ave, Overland Park, Kansas 66202.
(13)Represents shares of shares of Class A common stock that will be received by Abraaj Platinum Holdings LP upon the conversion of 127,000 shares of Series A Preferred Stock. The address of Abraaj Platinum Holdings LP is c/o The Abraaj Group, Pedregal 24-801B, Molino del Rey, 11040, Mexico City, Mexico.
(14)Represents shares of shares of Class A common stock that will be received by (i) AP Investment Europe III L P upon the conversion of approximately 2,931 shares of Series A Preferred Stock, (ii) Apollo Hercules Partners L P upon the conversion of approximately 2,620 shares of Series A Preferred Stock, (iii) Apollo Union Street Partners L P upon the conversion of approximately 1,905 shares of Series A Preferred Stock, (iv) Apollo Thunder Partners L P upon the conversion of approximately 2,184 shares of Series A Preferred Stock, (v) Apollo Kings Alley Credit Fund L P upon the conversion of approximately 2,185 shares of Series A Preferred Stock, (vi) Apollo Lincoln Private Credit L P upon the conversion of approximately 2,130 shares of Series A Preferred Stock, (vii) Apollo A-N Credit Fund (Delaware) LP upon the conversion of approximately 2,352 shares of Series A Preferred Stock, (viii) Apollo Tower Credit Fund L P upon the conversion of approximately 5,540 shares of Series A Preferred Stock, (ix) Apollo Special Situations Fund L P upon the conversion of 63,500 shares of Series A Preferred Stock, (x) Apollo Centre Street Partnership LP upon the conversion of approximately 6,554 shares of Series A Preferred Stock, (xi) Apollo Zeus Strategic Investments LP upon the conversion of approximately 3,528 shares of Series A Preferred Stock, and (xii) Apollo Credit Opportunity Trading Fund III upon the conversion of approximately 29,200 shares of Series A Preferred Stock. The reporting person listed its address as c/o Apollo Tower Credit Fund L P, One Manhattanville Road, Suite 201, Purchase, New York 10577.
(15)No shares are pledged as security.
(16)- The director is affiliated with Wengen or an investor in Wengen. Does not include the Class B common stock held of record by Wengen and the
589,830375,427 shares of Class B common stock subject to the Wengen Proxy. See footnote 3(3) above for further information on any beneficial ownership of securities indirectly held through Wengen.
(9)
(17)Includes 13,620 shares of Class A common stock issued to Mr. Becker's allocable share of certain equity securities of the Company that are subjectCarroll pursuant to the Founders' Agreement (as defined and described in "Executive Compensation-Executive Profits Interests"), including (i) his allocable
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share of the shares issuable upon the exercise of vested options or options exercisable within 60 days of February 28, 2018 to purchase an aggregate of 3,529,471Company’s non-employee director compensation plan, 12,233 shares of Class B common stock issued to Mr. Becker and (ii) his allocable share of the 125,724 shares of Class B common stock issued to Mr. Becker. Does not include 12,490 shares of Class B common stock held by the 2002 GST Exempt Harvest Trust, a trust of which Mr. Becker is the sole beneficiary, but as to which Mr. Becker is not a trustee and does not have voting or investment power over the securities it holds. Mr. Becker disclaims beneficial ownership of these shares. Includes 13,889 shares of Class B common stock held by Sterling Fund Management, LLC, an affiliate of Sterling Partners. Mr. Becker shares voting and dispositive power with respect to the shares of Class B common stock held by this affiliate of the Sterling Founders, with Messrs. Taslitz and Hoehn-Saric.
(18)Includes 4,611 shares of Class B common stock reserved for issuance upon distribution of Mr. Carroll'sCarroll’s Post-2004 DCP account when he retiresto occur upon the earlier of (i) a distribution required upon termination of the DCP and (ii) Mr. Carroll’s retirement from the Company's Board of Directors. See “Director Compensation.”
(10)
(19)Represents 3,06013,620 shares of Class A common stock issued to Mr. Cohen Private Ventures, LLC pursuant to the Company'sCompany’s non-employee director compensation program at the request of Mr. Andrew Cohen in lieu of issuance to Mr. Andrew Cohen and 6,498plan.
(11)
Includes 13,620 shares of Class BA common stock issued to S.A.C. Capital Advisors, L.P.Mr. del Corro pursuant to the Company'sCompany’s non-employee director compensation program at the requestplan and 5,449 shares of Class A common stock owned by Mr. Andrew Cohen in lieu of issuance to Mr. Andrew Cohen and subsequently transferred to Cohen Private Ventures, LLC. Mr. Andrew Cohen disclaims beneficial ownership over such securities.
(20)Includesdel Corro’s spouse. Also includes limited partnership interests in Wengen held, directly and indirectly, by Mr. del Corro which relate to approximately 59,57847,662 underlying shares of Class B common stock held by Wengen, over which he may be deemed to have voting and investment power as a result of his ability to direct Wengen with respect to certain voting and disposition of such securities. Shares of Class B common stock held by Wengen are convertible by Wengen into shares of Class A common stock of Laureate, in accordance with the terms of our amended and restated certificate of incorporation, at the discretion of the general partner of Wengen.
(12)
Includes 25,77060,944 shares of Class A common stock and 19,698 shares of Class B common stock.
(13)
(22)Includes 6,88534,692 shares of Class A common stock and 19,698 shares of Class B common stock.
(14)
(23)Includes 3,837 shares of Class B common stock held by Snow Phipps and 2,819 shares of Class B common stock reserved for issuance upon distribution of Mr. Snow’s Post 2004 DCP account to occur upon the earlier of (i) a maximumdistribution required upon termination of 1,500,893the DCP and (ii) Mr. Snow’s retirement from the Board of Directors. See “Director Compensation.” Includes 1,895,387, 7,568, 18,209, 61,260 and 98,698 shares of Class A common stock that, as further described in footnote (1) above, may be received by Snow Phipps upon the conversion of an aggregate of 15,000 shares of Series A Preferred Stock (or 1,367,814, 4,503, 13,108, 44,226, and 71,242 shares of Class A common stock that may be receivedowned by Snow Phipps Group, L.P., SPG Co-Investment,Co Investment, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., and Snow Phipps Group (RPV), L.P., respectively, upon the conversion of 13,670, 45, 131, 442, and 712 shares of Series A Preferred Stock, respectively). Includes 2,819included therein 13,620 shares of Class BA common stock reserved for issuance upon distribution ofawarded to Mr. Snow's Post-2004 DCP account when he retires fromSnow pursuant to the Company's board of directors. See "—Executive Compensation—Director Compensation."Company’s non-employee director compensation plan. Mr. Snow disclaims beneficial ownership of the shares held, directly or indirectly, by Snow Phipps.
(15)
(24)Includes Mr. Taslitz's allocable share of certain equity securities of the Company that are subject to the Founders' Agreement (as defined and described in (as defined and described in "Executive Compensation-Executive Profits Interests"), including (i) his allocable share of the shares issuable upon the exercise of vested options or options exercisable within 60 days of February 28, 2018 to purchase an aggregate of 3,529,471 shares of Class B common stock issued to Mr. Becker and (ii) his allocable share of the 125,724 shares of Class B common stock issued to Mr. Becker. Includes 13,889 shares of Class B common stock held by Sterling Fund Management, LLC, an affiliate of Sterling Partners. Mr. Taslitz shares voting and dispositive power with respect to the shares of Class B common stock held by this affiliate of the Sterling Founders,Partners, with Messrs. Becker and Hoehn-Saric.
(25)Includes Also includes Mr. Taslitz’s allocable share of certain equity securities of the Company that are subject to an agreement entered into by Messrs. Becker and Taslitz and two other founding partners of Sterling Partners (individually, a “Sterling Founder”, and collectively, the “Sterling Founders”) on January 20, 1999 in connection with a partnership formed by them (the “Founders’ Agreement”), including Mr. Taslitz’s allocable share of (i) the shares issuable upon the exercise of vested options to purchase an aggregate of 19,313802,211 shares of Class B common stock issued to Mr. Becker, (ii) 125,724 shares of Class B common stock issued to Mr. Becker, (iii) 32,764 shares of Class A common stock underlying vested equity awardsheld directly by Mr. Becker and (iv) 13,620 shares of Class A common stock issued to Mr. Taslitz pursuant to Laureate’s non-employee director compensation plan. Pursuant to the Founders’ Agreement, the Sterling Founders share equally, on a net after-tax basis, in certain equity-based compensation they receive, in the aggregate, in connection with services rendered by any of them to certain entities, including Laureate. The Founders’ Agreement provides, in certain circumstances, and subject to contractual restrictions, that securities received by a Sterling Founder as compensation for services rendered by him to certain entities shall be assigned or transferred to the Sterling Founders pro rata, or to a partnership they form, as soon as practicable after such assignment or transfer is permitted by contract and applicable law. The Founders’ Agreement further provides that if such securities or other property are exercisable asnot transferable or assignable, the rights to receive the net proceeds of such property upon disposition shall be so transferred or within 60 daysassigned. Prior to any such transfer or assignment, each Sterling Founder controls the voting and disposition of the date of the above table, andany such securities received by such Sterling Founder.
(16)
Includes shares issuable upon the exercise of vested options to purchase an aggregate of 536,026 shares of Class B common stock that are exercisable as of or within 60 days of the date of the above table (of which awards for an aggregate of 14,561 of such shares of Class B common stock vested on March 30, 2018). Does not include 46,772 restricted stock units reported as Class A common stock in Table I of Mr. Serck-Hanssen's Form 4 filed on March 7, 2018. Includes 20,834 performance stock units issuable as shares of Class A common stock and 11,515 performance share units issuable as shares of Class B common stock, which vested on March 30, 2018 and which were converted to shares of Class A common stock on the same date. Does not include shares netted to satisfy withholding tax obligations in connection with the vesting of the performance share units.
(26)Includes shares issuable upon exercise of options to purchase an aggregate of 19,313356,922 shares of Class A common stock that are exercisable as of or within 60 days of the date of the above table and shares issuable upon the exercise of vested options to purchase an aggregate of 254,776 shares of Class B common stock that are exercisable as of or other equity awardswithin 60 days of the date of the above table. Does not include 63,023 restricted stock units reported as Class A common stock in Table I of Mr. Serck-Hanssen’s Form 4 filed on March 18, 2021.
(17)
Includes shares issuable upon the exercise of vested options to purchase an aggregate of 150,517 shares of Class A common stock that are exercisable as of or within 60 days of the date of the above table. Does not include 36,853 restricted stock units reported as Class A common stock in Table I of Mr. Charhon’s Form 4 filed on March 18, 2021. Mr. Charhon served as Executive Vice President and Chief Financial Officer until April 1, 2021.
(18)
Includes shares issuable upon the exercise of vested options to purchase an aggregate of 23,623 shares of Class A common stock that are exercisable as of or within 60 days of the date of the above table. Does not include 9,886 restricted stock units reported as Class A common stock in Table I of Mr. Grace’s Form 4 filed on March 18, 2021.
(19)
Includes shares issuable upon the exercise of vested options to purchase an aggregate of 27,038 shares of Class A common stock that are exercisable as of or within 60 days of the date of the above table and shares issuable upon the exercise of vested options to purchase an aggregate of 256,249 shares of Class B common stock that are exercisable as of or within 60 days of the date of the above table. Does not include 36,684 restricted stock units reported as Class A common stock in Table I of Mr. Berckemeyer's Form 4 filed onOn March 7, 2018. Includes 20,834 performance share units issuable as shares of Class A common stock and 11,581 performance share units issuable as Class B common stock, which vested on March 30, 2018 and which were converted to shares of Class A common stock on the same date. Does not include shares netted to satisfy withholding tax obligations10, 2020, in connection with the vestingJanuary 27, 2020 announcement that our Board of Directors had authorized Laureate to explore strategic alternatives for each of its businesses to unlock stockholder
value, our Board of Directors evaluated the designations of its current executive officers (as that term is defined under Rule 3b-7 of the performance share units.
(27)Mr. Guimarães servedSecurities Exchange Act of 1934, as Presidentamended) and Chief Operating Officer until March 23, 2017.determined that Ms. Singer would no longer be designated as an executive officer.(20)
(28)Includes shares issuable upon the exercise of vested options to purchase an aggregate of 54,945 shares of Class B common stock that are exercisable as of or within 60 days of the date of the above table (of which awards for an aggregate of 10,989 of such
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shares of Class B common stock vested on March 30, 2018). Mr. Daniels served as the Chief Executive Officer of the EMEAA region until December 31, 2017. Includes 8,692 performance share units issuable as shares of Class B common stock which vested on March 30, 2018 and which were converted to shares of Class A common stock on the same date. Does not include shares netted to satisfy withholding tax obligations. Does not include shares issuable upon exercise to purchase an aggregate of 137,362 shares of Class B common stock which expired and were forfeited as of March 31, 2018.
(29)Includes shares issuable upon exercise of options to purchase an aggregate of 203,9209,742 shares of Class A common stock that are exercisable as of or within 60 days of the date of the above table and shares issuable upon the exercise of vested options to purchase an aggregate of 145,34014,505 shares of Class B common stock that are exercisable as of or within 60 days of the date of the above table (of whichtable.
(21)
Includes directors affiliated with Wengen or an award for 8,997investor in Wengen. Does not include the Class B common stock held of suchrecord by Wengen and the 375,427 shares of Class B common stock vestedsubject to the Wengen Proxy. See footnote (3) above for further information on March 30, 2018 and which were converted to sharesany beneficial ownership of Class A common stock on the same date). Includes 4,228 performance share units issuable as Class A common stock and 6,452 performance share units issuable as Class B common stock, which vested on March 30, 2018. Does not include shares netted to satisfy withholding tax obligations in connection with the vesting of the performance share units.securities indirectly held through Wengen. Also includes Mr. ZentzCharhon, who served as the Company's SeniorExecutive Vice President and General CounselChief Financial Officer until December 31, 2017.April 1, 2021.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS,AND DIRECTOR INDEPENDENCE
Wengen Securityholders Agreement and Registration Rights Agreement
In connection with the completion of our initial public offering, on February 6, 2017, we entered into (i) the Wengen Securityholders Agreement, with Wengen and certain other parties thereto, and (ii) an amended and restated registration rights agreement (the
"Registration“Registration Rights
Agreement"Agreement”) among Wengen, Wengen Investments Limited, the Company and the other parties thereto.
Wengen Securityholders Agreement. Under the Wengen Securityholders Agreement, until Wengen ceases to own at least 40%each of CPV, KKR and the common equity of Laureate, it is entitled to designate a proportion of our Directors commensurate with its relative economic ownership of our common stock; however, as of the date of this Proxy Statement, Wengen has chosen to limit its designees on our Board of Directors. Pursuant to the Wengen Securityholders Agreement, four of Wengen's seven Director designees are selected by KKR, Sterling Capital Partners II, L.P., Bregal, and CPV. KKRParties is entitled to designate one of Laureate's Directorsour directors so long as KKReach owns at least a number of5,357,143 shares held through or acquired from Wengen in an amount equal to $75 million divided byWengen. Mr. Cohen currently serves as the per share initial public offering price of the Class A common stock.CPV-designated director, Mr. Cornog currently serves as the KKR-designated Director. Sterling Capital Partners II, L.P. is entitled to designate one of Laureate's Directors so long as the Sterling Parties collectively own at least a number of shares held through or acquired from Wengen in an amount equal to $75 million divided by the per share initial public offering price of the Class A common stock.director and Mr. Taslitz currently serves as the Sterling-designated Director. Bregal is entitled to designate one of Laureate's Directors so long as Bregal owns at least a number of shares held through or acquired from Wengen in an amount equal to $75 million divided by the per share initial public offering price of the Class A common stock. Mr. Van Doosselaere currently serves as the Bregal-designated Director. CPV is entitled to designate one of Laureate's Directors so long as CPV owns at least a number of shares held through or acquired from Wengen in an amount equal to $75 million divided by the per share initial public offering price of the Class A common stock. Mr. Cohen currently serves as the CPV-designated Director. The remaining three Wengen designees to the Laureate Board of Directors are selected by the vote of holders of a majority of interests in Wengen and are currently Mr. Carroll, Mr. del Corro and Mr. Snow.Sterling Parties-designated director. In the event that any of CPV, KKR Bregal, CPV or the Sterling Parties ceases to own its respective minimum number of shares, then the Directordirector designee selected by such party shall offer his or her resignation and such party shall no longer be entitled to designate a Directordirector to our Board of Directors. The Wengen Securityholders'Securityholders’ Agreement does not terminate upon the dissolution of Wengen. See "Certain Relationships and Related Party Transactions, and Director Independence—Information Regarding“Proposal 1: Election of Directors—Corporate Governance—Directors Designated by Certain of the Laureate Board"Wengen Investors under the Wengen Securityholders Agreement” for additional information. Registration Rights Agreement.�� Pursuant to the Wengen Registration Rights Agreement, certain registration rights in connection with our initial public offering were granted to Wengen and investment funds and other investors affiliated with or managed by, among others, Douglas L. Becker, our former Chairman and founder, Steven M. Taslitz, a Director of the Company, KKR, CPV, Bregal, Snow Phipps StepStone Group LP (together with its affiliates, "StepStone"),and Sterling Fund Management, LLC (together with its affiliates and investment funds managed by it, "Sterling Partners"“Sterling Partners” and, collectively, the "Wengen Investors"“Wengen Investors”). Pursuant to the existing Registration Rights Agreement, the Wengen Investors were granted the right, beginning 180 days following the completion of our initial public offering, to cause us, at our expense, to use our reasonable best efforts to register certain shares of common stock held by the Wengen Investors and any securities issued in replacement of or in exchange for such shares of common stock for public resale, subject to certain limitations as set forth in the Registration Rights Agreement. The exercise of this "demand"“demand” right is limited to ten requests in the aggregate. In the event that we register any of our common stock, following completion of our initial public offering, the Wengen Investors and management (pursuant to a provision in the Management Stockholder'sStockholder’s Agreements, as defined below) have a "piggyback right"“piggyback right” which allows them
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to require us to use our reasonable best efforts to include shares of our common stock held by them in such registration, subject to certain limitations. The existing Registration Rights Agreement also provides for our indemnification of the Wengen Investors and management in connection with the registration of their securities. The Company become a party to the Registration Rights Agreement effective upon the consummation of the initial public offering.
Management Stockholder'sStockholder’s Agreements
Each of the stockholders of Laureate who
are employeesis an employee or
directorsdirector or former
employeesemployee or
directorsdirector of Laureate
(each a “Management Stockholder”) and received an equity grant prior to Laureate’s initial public offering has entered into a
stockholder'sstockholder’s agreement (each, a
"Management Stockholder's Agreement"“Management Stockholder’s Agreement”) with Laureate and Wengen that gives Wengen a proxy to vote such
holder'sholder’s shares of
Laureate'sLaureate’s Class B common stock. In addition,
to the voting proxy on shares held by current and former employees and directors of Laureate, as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016 ("2016 Form 10-K"), each Management
Stockholder'sStockholder’s Agreement also imposes certain restrictive covenants on such
employees, directors or former employees or directors party to a Management
Stockholder's Agreement,Stockholders, including nondisclosure, noncompetition and nonsolicitation covenants.
Subsequent to our initial public offering, theThe Management
Stockholder'sStockholder’s Agreements also
grantsgrant each
of our stockholders who are employees or directors or former employees or directors of LaureateManagement Stockholder certain piggyback registration rights in any registered sale of our common stock by Wengen or the Wengen Investors, subject to customary
underwriters'underwriters’ restrictions, including pro rata reduction and execution of customary custody and lockup agreements. The piggyback registration rights provided in the Management
Stockholder'sStockholder’s Agreements expire upon a change in control of Laureate. The registration rights also provide for our indemnification of the
stockholdersManagement Stockholders and their affiliates in connection with the
"piggyback"“piggyback” registration of their securities.
Agreements with Holders of Series A Preferred Stock
Subscription Agreement.
As more fully discussedpart of the issuance and sale of shares of the Company’s Series A Preferred Stock in ourDecember 2016, Form 10-K, on December 4, 2016, we signed the Subscription Agreement with six investors, including KKR and Snow Phipps which purchased $60 millionfrom the Company 60,000 and $15 million worth of15,000 shares of Series A Preferred Stock, respectively, pursuant to which we agreed to issue an aggregate of 400,000 shares of Series A Preferred Stock in a private offering for total gross proceeds of $400 million and total net proceeds of approximately $383 million. Closing
respectively. On April 23, 2018, all of the
first tranche of funding for this transaction occurred on December 20, 2016issued and
we received net proceeds, after issuance costs, of approximately $328 million. One investor funded a portion of its purchase price equal to $57 million (approximately $55 million net of issuance costs) on January 18, 2017 and the remainder on January 23, 2017. The proceeds from the Series A Preferred Stock offering have been used to pay transaction expenses, including structuring fees to certain of the purchasersoutstanding shares of the Series A Preferred Stock
(including a feewere converted into Class A common stock. In connection with the issuance of
$1.8 million to KKR and $450,000 to Snow Phipps), to repay a portion of our outstanding debt (other than any debt held by our stockholders, employees, officers or directors, including their affiliates), and for working capital and general corporate purposes. During the year ended December 31, 2017, the Company paid cash dividends on the Series A Preferred Stock,
totaling approximately $18 million, of which approximately $3.6 million was paid to KKR and Snow Phipps. In connection with the transactions contemplated by the Subscription Agreement, Laureate executed both a stockholders agreement (the "Stockholders Agreement") and a registration rights agreement (the "Series A Registration Rights Agreement"), each of which are filed with the Securities and Exchange Commission as exhibits to the registration statement on Form S-1 filed with the SEC in connection with our initial public offering in January 2017 and are described in our 2016 Form 10-K.
agreement.
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SFUAD is owned by Wengen, our controlling stockholder. We are affiliated with SFUAD, but do not own or control it. On May 18, 2016, SFUAD announced that it had signed an agreement to be acquired by a private education provider with a global network of colleges and universities that focus on art and design education. This agreement was terminated by the parties thereto on March 29, 2017. On April 12, 2017, SFUAD announced that it plans to close after the end of the 2017-2018 academic year and will work with its students on a phased teach-out and transfer process for students who are eligible to complete their degrees by May 2018 and appropriate transfer opportunities for other students. The teach-out plan has been approved by the Higher Learning Commission (HLC).
As of December 31, 2017, we had a payable to SFUAD of approximately $1.25 million related to a surety bond issued to the New Mexico Higher Education Department that Laureate is maintaining on SFUAD's behalf. The cash collateral for the bond, which is recorded in Restricted cash and investments on our December 31, 2017 Consolidated Balance Sheet, was funded by SFUAD and therefore is recorded as a payable to SFUAD.
Transactions between Laureate and Affiliates, Wengen Directors and a Former Executive
Directors
Sylvan Laureate Foundation.SP Costa Rica Holdings, LLC. DuringSP Costa Rica Holdings, LLC (“SP CRH”), which is controlled by certain affiliates of Sterling Capital Partners II, L.P. (“Sterling II”), entered into, and consummated the first quartertransactions contemplated by, an Equity Purchase Agreement dated as of 2017,January 10, 2020, among SP CRH, Laureate madeInternational B.V. (“LEI BV”), and the Company (solely for purposes of Section 7.5) (the “Agreement”), whereby SP CRH purchased from LEI BV, an indirect, wholly owned subsidiary of the Company, (i) all of the equity units of Education Holding Costa Rica EHCR, S.R.L., which owns, directly or indirectly, all of the equity units of Lusitania S.R.L., Universidad U Latina, S.R.L. (“ULatina”) and Universidad Americana UAM, S.R.L. (collectively, “Laureate Costa Rica”), and (ii) a charitable contributionnote due from ULatina to LEI BV. Consideration for the transaction consisted of $2.0$15 million, in cash, paid at closing and up to $7 million to be paid within the Sylvannext two years if Laureate Foundation,Costa Rica meets certain performance metrics. Additionally, Laureate Costa Rica retained obligations to pay approximately $30 million in finance lease indebtedness for which SP CRH has no recourse to LEI BV. The Company guaranteed certain of LEI BV’s obligations under the Agreement.
SP CRH is controlled by certain affiliates of Sterling II, which has the right to designate a
non-profit foundation that supports programs designeddirector to
promote educationour Board of Directors pursuant to the Wengen Securityholders Agreement. Mr. Taslitz currently serves as the Sterling Parties-designated director and
best practices and principlesdid not participate in
teaching. The payment was accrued in prior periods. KKR Capital Markets. An affiliatethe Board of oneDirectors’ consideration of the Wengen investors, KKR Capital Markets, actedtransaction, which was approved by the Audit Committee as a financial adviser in connection with our IPO and our 2017 debt refinancing; we paid this affiliate approximately $2.7 million for its services during the year ended December 31, 2017.
related party transaction.
I/O Data Centers, LLC. We have agreements in place with I/O Data Centers, LLC and affiliates ("I/O") pursuant to which I/O provides modular data center solutions to the Company. Mr. Taslitz, our director, is also a director of the parent of I/O. Additionally, this director, our former CEO, and Sterling Partners (a private equity firm co-founded by the director, our former CEO, and others) maintain an ownership interest in I/O. During the year ended December 31, 2017, we incurred costs for these agreements of approximately $0.5 million. Relationship with KKR. As part of our initial public offering in February 2017, an affiliate of KKR purchased from the underwriters 3,571,428 shares of Class A common stock at the initial public offering price.
The Audit Committee reviews all relationships and transactions in which Laureate and our directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest in any particular transaction. The
Company'sCompany’s legal staff is primarily responsible for the development and implementation of processes and controls to obtain information from the directors and executive officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether Laureate or a related person has a direct or indirect material interest in the transaction. The Audit Committee of the Board of Directors reviews and approves or ratifies any related person transaction that meets this standard. In the course of the Audit
Committee'sCommittee’s review and approval or ratification of a disclosable related person transaction, the committee considers:
•
the nature of the related person'sperson’s interest in the transaction;
•
•the material terms of the transaction, including the amount and type of transaction;
•
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•the importance of the transaction to the related person;
•
•the importance of the transaction to Laureate;
•
•whether the transaction would impair the judgment of a director or executive officer to act in the best interest of Laureate; and
•
•any other matters the committee deems appropriate.
Any member of the Audit Committee who is a related person with respect to a transaction under review may not participate in the deliberations or vote respecting approval or ratification of the transaction, provided that such director may be counted in determining the presence of a quorum at a meeting of the committee that considers the transaction.
Information Regarding the Laureate Board
Our
For more information regarding CPV, KKR and the Sterling Parties’ right to designate directors to serve on our Board of Directors, consists of 13 persons, seven of whom are designated by Wengen. Until Wengen ceases to own at least 40% of the common equity of Laureate, it is entitled to designate a proportion of the Laureate Directors commensurate with its relative economic ownership but, as of the date of this proxy statement, Wengen has chosen to limit its designees on the Board of Directors. Pursuant to the Wengen Securityholders Agreement, four of Wengen's seven Directors shall be selected by KKR, Sterling Capital Partners II, L.P., Bregal and CPV. KKR will be entitled to designate one of Laureate's Directors so long as KKR owns at least a number of shares held through or acquired from Wengen in an amount equal to $75 million divided by the per share initial public offering price of the Class A common stock. Mr. Cornog currently serves as the KKR-designated Director. Sterling Capital Partners II, L.P. will be entitled to designate one of Laureate's Directors so long as the Sterling Parties collectively own at least a number of shares held through or acquired from Wengen in an amount equal to $75 million divided by the per share initial public offering price of the Class A common stock. Mr. Taslitz currently serves as the Sterling-designated Director. Bregal will be entitled to designate one of Laureate's Directors so long as Bregal owns at least a number of shares held through or acquired from Wengen in an amount equal to $75 million divided by the per share initial public offering price of the Class A common stock. Mr. Van Doosselaere currently serves as the Bregal-designated Director. CPV will be entitled to designate one of Laureate's directors so long as CPV owns at least a number of shares held through or acquired from Wengen in an amount equal to $75 million divided by the per share initial public offering price of the Class A common stock. Mr. Cohen currently serves as the CPV-designated director. The remaining three Wengen designees to the Laureate Board of Directors will be selected by the vote of holders of a majority of interests in Wengen and are currently Mr. Carroll, Mr. del Corro and Mr. Snow. Wengen may decide to change the individuals it is entitled to have elected to our Board of Directors. The Wengen Securityholders Agreement does not terminate upon the dissolution of Wengen. See "Proposalsee “Proposal 1: Election of Directors—Corporate Governance—Directors Designated by Certain of the Wengen Investors under the Wengen Securityholders Agreement" for additional information." In December 2017, Wengen entered into an agreement with Mr. Becker, who previously served as Laureate's Chief Executive Officer, whereby Mr. Becker will serve as the non-executive Chairman of Laureate's board. See "—Executive Compensation—Potential Payments Upon Termination or Change in Control—Becker Chairman Agreement" for additional information.
Agreement”.
PROPOSAL 2: NON-BINDING ADVISORY VOTEON EXECUTIVE COMPENSATION("SAY-ON-PAY"(“SAY-ON-PAY”)
The Dodd-Frank Wall Street Reform and Consumer Protection Act, or the
"Dodd-Frank Act"“Dodd-Frank Act”, requires that our stockholders have the opportunity to cast an advisory (non-binding) vote on executive compensation, commonly referred to as a
"Say-on-Pay"“Say-on-Pay” vote.
The advisory vote on executive compensation is a non-binding vote on the compensation of our
named executive officersNEOs as described in the Compensation Discussion and Analysis section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure, set forth in this Proxy Statement. The Compensation Discussion and Analysis section starts on page 14 of this Proxy Statement. Please read the Compensation Discussion and Analysis section, which provides a detailed discussion of our executive compensation program and compensation philosophy, including information about the
20172020 compensation of our
Named Executive Officers.NEOs. This advisory vote on executive compensation is not a vote on our general compensation policies, the compensation of our Board of Directors, or our compensation policies as they relate to risk management.
The vote solicited by this Proposal 2 is advisory and therefore is not binding on Laureate, our Board of Directors or our Compensation Committee. The outcome of the vote will not require Laureate, our Board of Directors or our Compensation Committee to take any action and will not be construed as overruling any decision by Laureate, our Board of Directors or our Compensation Committee. Furthermore, because this non-binding, advisory resolution primarily relates to the compensation of our
Named Executive OfficersNEOs that has already been paid or contractually committed, there is generally no opportunity for us to revisit these decisions. However, our Board of Directors, including our Compensation Committee, values the opinions of our stockholders and, to the extent
that there is any significant vote against the executive officer compensation as disclosed in this Proxy Statement, we will consider our
stockholders'stockholders’ concerns and evaluate what actions, if any, may be appropriate to address those concerns. Stockholders will be asked at the
20182021 Annual Meeting to approve the following resolution pursuant to this Proposal 2:
“RESOLVED, that the compensation paid to the
Named Executive Officersnamed executive officers of Laureate Education, Inc., as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion included in
thisour 2021 proxy statement, is hereby APPROVED.
"”
Assuming that a quorum is present, the affirmative vote of the holders of a majority in voting power of the shares of Class A common stock and Class B common stock that are present in person
via attendance at the virtual meeting or by proxy and entitled or required to vote on Proposal 2 will be necessary to approve the advisory vote on the executive compensation as disclosed in this Proxy Statement. Abstentions
and broker non-votes will have the effect of a vote against Proposal
2.2 and broker non-votes will not impact the outcome.
Recommendation of our Board of Directors Recommendation
Our Board of Directors recommends that you vote "FOR"“FOR” the approval of the executive compensation as disclosed in this Proxy Statement and as described in this "Proposal“Proposal 2: Non-Binding Advisory Vote on Executive Compensation."” If no vote indication is made on the accompanying proxy card or vote instruction form prior to the start of the 20182021 Annual Meeting webcast, each such proxy will be deemed to grant authority to vote "FOR"“FOR” the approval of the executive compensation as disclosed in this Proxy Statement and as described in this "Proposal“Proposal 2: Non-Binding Advisory Vote on Executive Compensation."”
PROPOSAL 3: FOR RATIFICATION OF PRICEWATERHOUSECOOPERS LLPAS THE COMPANY'SCOMPANY’S INDEPENDENT REGISTEREDPUBLIC ACCOUNTING FIRM
Our
The Audit Committee of our Board of Directors,
upon the recommendation of the Audit Committee, has ratified the appointment ofwhich is solely responsible for selecting our independent public accountants, selected PricewaterhouseCoopers LLP
to serve as
ourthe Company’s independent registered public accounting firm for the fiscal year ending December 31,
2018. The Audit Committee of our Board of Directors is solely responsible for selecting our independent public accountants.2021. Although stockholder approval is not required to appoint PricewaterhouseCoopers LLP as our independent public accountant firm, we believe that submitting the appointment of PricewaterhouseCoopers LLP to our stockholders for ratification is a matter of good corporate governance. If our stockholders do not ratify the appointment, then the appointment may be reconsidered by the Audit Committee. Even if the appointment is ratified, the Audit Committee may engage a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interest of our Company and our stockholders.
We expect
that representatives of PricewaterhouseCoopers LLP will be present at the annual meeting,
have the opportunity to make a statement if they desire to do so and
be available to answer
stockholders'stockholders’ questions.
Assuming
that a quorum is present, the affirmative vote of the holders of a majority in voting power of the shares of Class A common stock and Class B common stock that are present in person
via attendance at the virtual meeting or by proxy and entitled or required to vote on Proposal 3 will be necessary to ratify the appointment of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31,
2018. Since2021. Because Proposal 3 is a routine matter, there will be no broker non-votes
(and brokerage firms may vote in their discretion on this matter on behalf of beneficial owners who have not furnished voting instructions before the date of the 2021 Annual Meeting), but abstentions will have the effect of a vote against Proposal 3.
Recommendation of our Board of Directors Recommendation
Our Board of Directors recommends that stockholders vote "FOR"“FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as Laureate'sLaureate’s independent registered public accounting firm for the fiscal year ending December 31, 2018.2021. If no vote indication is made on the accompanying proxy card or vote instruction form prior to the start of the
20182021 Annual Meeting, each such proxy will be deemed to grant authority to vote
"FOR"“FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as
Laureate'sLaureate’s independent registered public accounting firm for the fiscal year ending December 31,
2018.In the event that the stockholders fail to ratify the appointment, the Audit Committee will consider it a direction to select other auditors for the subsequent year. Even if the appointment is ratified, the Audit Committee, in its discretion, may select a new independent registered public accounting firm at any time during the year if it believes that such a change would be in the best interest of Laureate and its stockholders.
AUDIT COMMITTEE MATTERS
Audit Committee Report
Under the guidance of a written charter adopted by the Board of Directors, the purpose of the Audit Committee is to oversee the accounting and financial reporting processes of Laureate and audits of its financial statements. The responsibilities of the Audit Committee include appointing and providing for the compensation of Laureate’s independent registered public accounting firm and approving the audit and non-audit services to be provided by the independent registered public accounting firm. Each of the members of the Audit Committee meets the independence requirements of Nasdaq.
Management has primary responsibility for the system of internal controls and the financial reporting process. PricewaterhouseCoopers LLP, Laureate’s independent registered public accounting firm, has the responsibility to express an opinion on the financial statements based on an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (the “PCAOB”).
In this context and in connection with the audited financial statements contained in Laureate’s Annual Report on Form 10-K, the Audit Committee has reviewed and discussed the audited financial statements as of and for the fiscal year ended December 31, 2020 with Laureate’s management and PricewaterhouseCoopers LLP. The Audit Committee has met with Laureate’s internal auditors and with its external auditors, separately and together, with and without management present, to discuss Laureate’s financial reporting processes and internal controls over financial reporting. The Audit Committee has received and reviewed the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the PCAOB regarding the auditors’ communications with the Audit Committee concerning independence, discussed with the auditors their independence, and concluded that the non-audit services performed by PricewaterhouseCoopers LLP are compatible with maintaining their independence. The Audit Committee also has discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the PCAOB and the Securities and Exchange Commission.
Based on the foregoing reviews and discussions, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Laureate’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 for filing with the Securities and Exchange Commission. We have selected PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021 and have approved submitting the selection of the independent registered public accounting firm for ratification by the stockholders.
AUDIT COMMITTEE
George Muñoz
Michael J. Durham
Kenneth W. Freeman
Audit Fees and All Other Fees
The following table shows the fees for audit and other services provided by PricewaterhouseCoopers LLP for
20172020 and
20162019 (in millions):
| (in millions) | | | 2020 | | | 2019 | |
Audit Fees(1) | | | | $ | 7.7 | | | | | $ | 13.7 | | |
Audit-Related Fees(2) | | | | | 0.9 | | | | | | 1.4 | | |
Tax Fees(3) | | | | | 0.4 | | | | | | 0.5 | | |
All Other Fees(4) | | | | | 0.04 | | | | | | 0.04 | | |
| Total | | | | $ | 9.04 | | | | | $ | 15.64 | | |
| | | | | | | |
(in millions) | | 2017 | | 2016 | |
|---|
Audit Fees | | $ | 11.3 | | $ | 14.5 | |
Audit-Related Fees | | | 3.7 | | | 1.2 | |
Tax Fees | | | 1.1 | | | 0.5 | |
All Other Fees | | | 0.6 | | | 0.2 | |
| | | | | | | | |
Total | | $ | 16.7 | | $ | 16.4 | |
This category includes
Consists of fees related to the audit of our annual consolidated financial
statements;statements and statutory audits required domestically and internationally; the review of our quarterly consolidated financial statements; comfort letters, consents, and assistance with and review of documents filed with the SEC;
offering memoranda, purchase accounting and other
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accounting and financial reporting consultationconsultation; and research work billed as audit fees or necessary to comply with the standards of the Public Company Accounting Oversight Board (United States).
(2) Audit-Related Fees
The category consists
Consists of fees for audit-related services that are reasonably related to the performance of the audit or review of our consolidated financial statements. Audit-related fees primarily include fees related to service auditor examinations,
statutory audits required domestically and internationally, due diligence related to mergers and acquisitions,transaction-related consultations, attest services that are not required by statute or regulation, and consultation concerning financial accounting and reporting standards not classified as audit fees.
(3) Tax Fees
This category consists
Consists of fees for tax compliance, tax advice and tax planning services.
(4) All Other Fees
This category consists
Consists of fees for services that are not included in the above categories.
Audit Committee Pre-approval of Service of Independent Registered Public Accounting Firm
Our Audit Committee has established a policy to pre-approvepre-approves all audit and non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax
services, and other services.
Under the policy, ourOur Audit Committee annually reviews and pre-approves services that may be provided by the independent registered public accounting firm for each audit year. The pre-approval is detailed as to the particular service or category of services and is subject to a specific budget. Once pre-approved, the services and pre-approved amounts are monitored against actual charges incurred and modified if appropriate. The Chairperson of the Committee has the authority to pre-approve such services between meetings of our Audit Committee and reports such pre-approvals to our Audit Committee at the next regularly scheduled meeting.
During
2017,2020, all audit and non-audit services provided by PricewaterhouseCoopers LLP were pre-approved by our Audit Committee or, consistent with the pre-approval policy of our Audit Committee, by the Chairperson of our Audit Committee for inter-meeting pre-approvals.
In the event the stockholders fail to ratify the appointment, the Audit Committee will consider it a direction to select other auditors for the subsequent year. Even if the appointment is ratified, the Audit Committee, in its discretion, may select a new independent registered public accounting firm at any time during the year if it feels that such a change would be in the best interest of Laureate and its stockholders.
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PROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY
OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION
("SAY-ON-FREQUENCY")
Pursuant to Regulation 14A of the Exchange Act, we are asking stockholders to vote on whether future advisory votes on executive compensation of the nature reflected in Proposal 2 above should occur every year, every two years or every three years.
The frequency of the advisory vote concerning the compensation of our Named Executive Officers receiving the greatest number of votes—every year, every two years or every three years—will be the frequency recommended by our stockholders. We believe that holding an annual advisory vote on executive compensation provides Laureate with more direct and immediate feedback on our compensation disclosures. Stockholders, however, should note that because the advisory vote on executive compensation occurs well after the beginning of the compensation year, and because the different elements of our executive compensation programs are designed to complement one another, in many cases it may not be appropriate or feasible to drastically change our executive compensation programs in consideration of any one year's advisory vote on executive compensation by the time of the following year's annual meeting of stockholders. We nonetheless believe that an annual advisory vote on executive compensation is consistent with our practice of seeking input and engaging in dialogue with our stockholders on corporate governance matters and our executive compensation philosophy, policies and practices.
This advisory vote on the frequency of future advisory votes on executive compensation is non-binding on the Board of Directors. Stockholders will be able to specify one of four choices for this proposal on the proxy card: "1 YEAR," "2 YEARS," "3 YEARS" or "ABSTAIN." Stockholders are not voting to approve or disapprove the recommendation of the Board of Directors. Although non-binding, the Board of Directors and the Compensation Committee will carefully review the voting results. Notwithstanding the recommendation of the Board of Directors and the outcome of the stockholder vote, the Board of Directors may in the future decide to conduct advisory votes on a more or less frequent basis and may vary its practice based on factors such as discussions with stockholders and the adoption of material changes to compensation programs.
Assuming a quorum is present, the option that receives the affirmative vote of the holders of a majority in voting power of the shares of Class A common stock and Class B common stock that are present in person or by proxy and entitled or required to vote on Proposal 4 will be the option selected by stockholders. If no option receives a majority of the votes present in person or by proxy and entitled or required to vote on Proposal 4, the option that receives the most votes will be considered the option selected by stockholders. Since the option receiving the greatest number of votes—one year, two years, or three years—will be the frequency recommended by our stockholders, abstentions and broker non-votes will have no effect on the outcome of Proposal 4.
Our Board of Directors recommends that you vote "ONE YEAR" on the advisory vote on the frequency of future advisory votes on executive compensation.
If no vote indication is made on the accompanying proxy card or vote instruction form prior to the start of the 2018 Annual Meeting, each such proxy will be deemed to grant authority to vote "ONE YEAR" on the advisory vote on the frequency of future advisory votes on executive compensation.
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ANNUAL REPORT
Our
20172020 Annual Report on Form 10-K, which includes our consolidated financial statements for the year ended December 31,
2017,2020, is available on our website at http://investors.laureate.net under
"Investors" and "SEC Filings."“Financials.” Otherwise, please call (410) 843-6100 and a copy will be sent to you without charge. You may also request a free copy of our
annual reportAnnual Report on Form 10-K for the
fiscal year ended December 31,
20172020 by writing to Laureate Education, Inc., c/o Investor Relations, 650 S. Exeter Street, Baltimore, Maryland 21202.
COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Stockholders or other interested parties may communicate with any Director or Committee of the Board of Directors by writing to them c/o Investor Relations, Laureate Education, Inc., 650 S. Exeter Street, Baltimore, Maryland 21202. Comments or questions regarding
Laureate'sLaureate’s accounting, internal controls or auditing matters will be referred to members of the Audit Committee. Comments or questions regarding the nomination of directors and other corporate governance matters will be referred to members of the Nominating and Corporate Governance Committee.
The Company has a policy of encouraging all directors to attend the annual stockholder meetings. All of our directors intend to
virtually attend the
20182021 Annual
Meeting.Meeting webcast.
DEADLINES FOR SUBMITTING STOCKHOLDER PROPOSALSFOR THE 20192022 ANNUAL MEETING
We provide
to stockholders
with the opportunity, under certain circumstances and consistent with our Bylaws and the rules of the SEC, to participate in the governance of Laureate by submitting proposals and director nominations for consideration at our annual meetings of stockholders. Proposals from stockholders are given careful consideration by us in accordance with Rule 14a-8 promulgated under the Exchange Act
("(“Rule
14a-8"14a-8”). For a proposal to be included in our proxy statement and proxy card for our
20192022 Annual Meeting of Stockholders, such proposal must comply with Rule 14a-8 and must be received by us in writing no later than December
14, 2018.17, 2021. Additionally, if our
20192022 Annual Meeting of Stockholders is held
onnot more than thirty days before or more than seventy days after May
23, 2019,26, 2022, any stockholder proposal or director nomination for our
20192022 Annual Meeting of Stockholders that is not intended for inclusion in our proxy statement and proxy card in respect of such meeting will be considered
"untimely"“untimely” if it is received by us prior to the close of business on January
23, 2019,26, 2022, or after the close of business on February
22, 2019.25, 2022. An untimely proposal may not be brought before or considered at our
20192022 Annual Meeting of Stockholders. Any stockholder proposal or director nomination submitted must also be made in compliance with our Amended and Restated Certificate of Incorporation,
our Bylaws and, if applicable,
the Wengen Securityholders Agreement.
Subject to the provisions of the Wengen Securityholders Agreement, the Nominating and Corporate Governance Committee uses the same process for evaluating all director nominations, regardless of the source of the recommendation. See “Proposal 1—Corporate Governance—Directors Designated by Certain of the Wengen Investors under the Wengen Securityholders Agreement.”
All stockholder proposals and director nominations must be addressed to the attention of our Secretary at 650 S. Exeter Street, Baltimore, Maryland 21202. The chairman of our
20192022 Annual Meeting may refuse to acknowledge the introduction of any stockholder proposal or director nomination not made in compliance with the foregoing procedures.
HOUSEHOLDING OF PROXY MATERIALS
The SEC has adopted rules that permit companies and intermediaries (e.g., banks, brokers or other nominees) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as "householding,"“householding,” potentially means extra convenience for stockholders and cost savings for companies.
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Stockholders that share the same address may not receive separate copies of proxy materials, unless we have received contrary instructions from such stockholders. If you are receiving multiple sets of our proxy materials and wish to receive only one set in the future, or if you are currently only receiving one set of our proxy materials and wish to receive separate sets of proxy materials for you and the other stockholders sharing your address, please notify us or your bank, broker or other nominee by indicating your preference on the enclosed proxy card or vote instruction form. We will deliver an additional copy of our proxy materials to you, without charge, upon written request sent to Laureate Education, Inc., 650 S. Exeter Street, Baltimore, Maryland 21202, Attention: Secretary. Our proxy materials are also available on the Investors section of our website at http://www.laureate.net.
As of April 13, 2018,16, 2021, our Board of Directors knows of no other business to be acted upon at the 20182021 Annual Meeting. However, if any additional matters are presented at the meeting, it is the intention of the persons named in the accompanying proxy to vote in accordance with their judgment on those matters.
BY ORDER OF THE BOARD OF DIRECTORS,
Leslie S. Brush
Vice President, Assistant General Counsel and Secretary
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| | BY ORDER OF THE BOARD OF DIRECTORS, |
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Victoria E. Silbey
Senior Vice President, Secretary, and
Chief Legal Officer |
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LAUREATE EDUCATION, INC. 650 S. EXETER STREET BALTIMORE, MARYLAND 21202-4382 VOTE BY INTERNETINTERNETBefore The Meeting - www.proxyvote.com UseGo to www.proxyvote.comUse the Internet to transmit your voting instructions and for electronic delivery ofdeliveryof information. Vote by 11:59 P.M. Eastern Daylight TimeEDT on 05/22/2018.May 25, 2021. Have your proxy card incardin hand when you access the web site and follow the instructions to obtain your recordsyourrecords and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would likeform.During The Meeting - Go to reducewww.virtualshareholdermeeting.com/LAUR2021You may attend the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronicallymeeting via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and when prompted, indicatevote during the meeting. Havethe information that you agree to receive or access proxy materials electronicallyis printed in future years. VOTEthe box marked by the arrow available andfollow the instructions.VOTE BY PHONE - 1-800-690-6903 Use1-800-690-6903Use any touch-tone telephone to transmit your voting instructions. Vote by 11:instructions up until11:59 P.M. Eastern Daylight TimeEDT on 05/22/2018.May 25, 2021. Have your proxy card in hand when you call andcalland then follow the instructions. VOTEinstructions.VOTE BY MAIL Mark,MAILMark, sign and date your proxy card and return it in the postage-paid envelopepostage-paidenvelope we have provided or return it to Vote Processing, c/o Broadridge, 51Broadridge,51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY The Board of Directors recommends you vote FOR the following: For Withhold For All AllAllExcept To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. 1. To elect thirteen (13) directors, each of whom shall hold office for a one year term until the 2019 Annual
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P48005LAUREATE EDUCATION, INC.Annual Meeting of Stockholders. Nominees 000 The Board of Directors recommends you vote FOR proposals 2 and 3. ForAgainst Abstain 2To approve the advisory vote to approve named executive officer compensation. 3To ratify the appointment of PricewaterhouseCoopers LLP as Laureate's independent registered public accounting firm for the year ending December 31, 2018. 000 000 NOTE: Such other business as may properly come before the meeting or any adjournment thereof. The Board of Directors recommends you vote 1 YEAR on the following proposal:1 year 2 years 3 years Abstain Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must 0000375309_1 R1.0.1.17 0000 sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
0000375309_2 R1.0.1.17 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement and Annual Report are available at www.proxyvote.com LAUREATE EDUCATION, INC. Annual Meeting of Stockholders May 23, 2018StockholdersMay 26, 2021 10:00 AM E.D.T. ThisEDTThis proxy is solicited by the Board of Directors TheDirectorsThe undersigned hereby (1) acknowledges receipt of the Notice of 20182021 Annual Meeting of Stockholders, proxy statement and 2017Proxy Statement and2020 Annual Report for the 20182021 Annual Meeting of Stockholders of Laureate Education, Inc. to be held on Wednesday, May 23, 2018,26, 2021, at 10:00 a.m., eastern daylight time,EDT, via live webcast at the AMA New York Executive Conference Center, located at 1601 Broadway, New York, New York 10019,www.virtualshareholdermeeting.com/LAUR2021, and (2) hereby appoints Jean-Jacques Charhon and Victoria E. Silbey,Richard M. Buskirk andRichard H. Sinkfield III, and each of them, with power to act without the other and with power of substitution, as proxies and attorneys-in-fact andattorneys-in-factand hereby authorizes them to represent and vote, as provided on the other side (with discretionary authority under Proposal 1 to vote for a substitute nominee if any nominee is unable to stand for election), all of the shares of Laureate Education, Inc.'s Class A common stock, or Class B common stock, as the case may be, which the undersigned is entitled to vote and, in their discretion, to vote upon such other business as may properly come before the 20182021 Annual Meeting of Stockholders, and any adjournmentadjournments thereof, with all powers which the undersigned would possess if present at the Meeting THISMeeting.THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE BUT THE CARD IS SIGNED, THIS PROXY CARD WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES UNDER PROPOSAL 1, FOR PROPOSALS 2 AND 3, FOR 1 YEAR FOR PROPOSAL 4 AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE 20182021 ANNUAL MEETING AND ANY ADJOURNMENT THEROF. ContinuedADJOURNMENTS THEREOF.Continued and to be marked, dated and signed, on reversethe other side
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