DEF 14A of Laureate Education, Inc., Apr 9, 2026

DEF 14A of Laureate Education, Inc.

Filed Apr 9, 2026 · FY20250001628280-26-024338

Open on EDGAR

  1. Notice of 2026 Annual Meeting of Stockholders

    | Andrew B. Cohen Chairman, Independent Director | | | Age: 54 Director since: 2013 Chairman since: September 2024 Vice Chairman: May 2023 to August 2024 Committees: • Compensation • Nominating and Corporate Governance Current U.S. Public Company Boards: • None Prior U.S. Public Company Boards (past five years): • Republic First Bancorp, Inc. | Mr. Cohen is the Chief Investment Officer and Co-Founder of Cohen Private Ventures, LLC, which invests long-term capital, primarily in direct private investments and other opportunistic transactions, and manages family office activities, on behalf of Steven A. Cohen and his family. From 2002 to 2005 and from 2010 to 2014, Mr. Cohen was an analyst and portfolio manager at S.A.C. Capital Advisors, L.P., an investment management firm and the predecessor to Cohen Private Ventures, LLC. From 2005 to 2009, Mr. Cohen was a Managing Director and Partner of Dune Capital Management LP, an investment management firm. Mr. Cohen began his career at Morgan Stanley, where he was an analyst in the real estate department and principal investing group (MSREF) and then an associate in the mergers and acquisitions group after business school. Mr. Cohen is the Vice Chairman, member of the Board of Directors and a minority owner of the New York Mets Baseball Club. He serves on the Board of Directors and is Chair of the Finance and Audit Committee of the PGA TOUR. Mr. Cohen also is a member of the National Advisory Board of the Johns Hopkins Berman Institute of Bioethics, a trustee and member of the investment committee of The Gilman School, and a member of the TGL Board of Governors, representing the New York team. 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. |

  2. Notice of 2026 Annual Meeting of Stockholders

    | Julian Coulter Independent Director Nominee | | | Age: 51 Director since: — Current U.S. Public Company Boards: • None Prior U.S. Public Company Boards (past five years): • None | Mr. Coulter has more than 20 years of experience across marketing, digital strategy and commercial operations in technology and consumer-facing industries. Mr. Coulter has served as the Managing Director, Food, Beverages & Restaurants at Google, Inc., a global technology company, since November 2025, and held various leadership positions from 2018 to 2025 at Google in Mexico and Peru, including Managing Director, Google Mexico from April 2023 to November 2025 and Country Director, Google Mexico from April 2020 to April 2023. Mr. Coulter has also held several other international digital strategy and commercial operations leadership positions, including at Sony Corporation, a media technology company, from 2017 to 2018, and SABMiller, a multinational beverage company, from 2009 to 2016. From 2019 to 2025, Mr. Coulter served as a Board Member of Delosi, S.A., an operator of international restaurant franchises including Starbucks and Burger King. Mr. Coulter earned a B.A. in Economics from Trinity College Dublin and an M.B.A. from Harvard Business School. |

  3. Notice of 2026 Annual Meeting of Stockholders

    | William J. Davis Independent Director | | | Age: 58 Director since: 2024 Committees: • Audit and Risk Current U.S. Public Company Boards: • None Prior U.S. Public Company Boards (past five years): • None | Mr. Davis is the Chief Executive Officer of ABC Fitness Solutions, LLC, a provider of technology and related services for the fitness industry, which he joined in 2019. Before then, Mr. Davis was the Chief Financial Officer of Paycor, Inc., a payroll and human capital management solution provider, from 2017 to 2018, and Chief Financial Officer of Blackboard, Inc., a global enterprise education technology provider, from 2012 to 2016. Additionally, Mr. Davis was Chief Financial Officer of Veradigm, Inc. (formerly Allscripts Healthcare Solutions), a healthcare information technology provider, from 2002 to 2012, and of Lante Corporation, a technology consulting firm, from 1999 to 2002. From 1991 to 1999, Mr. Davis was a member of the Technology Group of PricewaterhouseCoopers LLP. Mr. Davis currently serves on the Boards of Directors of ABC Fitness Solutions, Eptura, Inc., The Jack & Jill Late Stage Cancer Foundation and the Health & Fitness Association (HFA), and is Vice Chairman of the Board of Trustees of the University of Cincinnati Foundation. Previously, he was a Board member and Audit Committee Chair of Catamaran Corporation. Mr. Davis is a certified public accountant and earned a Bachelor’s degree in Accounting from the University of Cincinnati and an M.B.A. from Northwestern University. |

  4. Notice of 2026 Annual Meeting of Stockholders

    | Pedro del Corro Independent Director | | | Age: 68 Director since: 2017 Committees: • Compensation • Education Current U.S. Public Company Boards: • None Prior U.S. Public Company Boards (past five years): • None | Mr. del Corro is a member of Torreal, S.A., one of the largest private investment firms in Spain. He joined Torreal in 1990 and is currently a Senior Advisor and Member of the Family Counsel. Prior to joining Torreal, Mr. del Corro held various positions with Procter & Gamble in Spain, Belgium, the United Kingdom and Portugal. Mr. del Corro currently is a director of each of Talgo, S.A., Nueva Compañía de Inversiones, S.A., and Torreal Sociedad de Capital Riesgo, S.A., Inversiones Naira Sicav, S.A., and Austral Capital SIL, S.A. Mr. del Corro earned a law degree from the Universidad de Deusto and a business administration degree from ICADE Business School — Universidad Pontificia de Comillas. |

  5. Notice of 2026 Annual Meeting of Stockholders

    | Aristides de Macedo Independent Director | | | Age: 70 Director since: 2023 Committees: • Audit and Risk • Education Current U.S. Public Company Boards: • None Prior U.S. Public Company Boards (past five years): • None | Mr. de Macedo has more than 30 years of international business experience in Latin America. Mr. de Macedo previously served as the Chief Executive Officer of Grupo Salud Del Perú SAC, a health services start-up, from 2010 to 2011, and held various executive positions with Kraft Foods Inc., including as President of Kraft Andean from 2007 to 2009, President of Kraft Brasil from 2003 to 2006, General Manager of Kraft Venezuela from 2001 to 2003, and General Manager of Kraft Peru from 1999 to 2001. Mr. de Macedo has served on various public and private boards of directors in Latin America and currently serves as a director of Alicorp S.A.A., a Peruvian consumer goods company, since 2010, and Grupo Vazquez, an Ecuadorian company operating in diversified sectors including automotive, retail and insurance, since 2020. Additionally, Mr. de Macedo served as the independent Chairman of the Board of Directors of Universidad Peruana de Ciencias Aplicadas, a Laureate university, from 2015 to April 2023, after becoming a director in 2012. Mr. de Macedo earned a B.A. in business administration from Fundação Getulio Vargas (Brazil). |

  6. Notice of 2026 Annual Meeting of Stockholders

    | Barbara Mair Independent Director | | | Age: 64 Director since: 2022 Committees: • Audit and Risk • Education (Chair) Current Public Company Boards: • None Prior U.S. Public Company Boards (past five years): • None | Ms. Mair has been a Partner of Smart Force, a provider of digital business solutions, since 2019. Before then, Ms. Mair was a Partner of Workforce Digital, a robotic process automation company, from 2018 to 2019 and a Partner in Muktek, a provider of coding bootcamp programs, from 2017 to 2019. From 2012 to 2015, Ms. Mair served as the Chief Executive Officer of Universidades Aliat, a network of universities in Mexico, where she first joined as Chief Operating Officer in 2011. Before then, Ms. Mair served as a Partner of Medida y Compas S.C., a strategic consulting firm, from 2003 to 2010, and she held general manager roles at HP from 2002 to 2003 and at Compaq Computer Corporation from 1993 to 2002. Ms. Mair began her career at Unisys, where she held various systems, marketing, and sales management positions from 1984 to 1993. Ms. Mair has served on various public, private and nonprofit boards of directors in Mexico since 2001. Ms. Mair earned a B.A. from Dartmouth College and a Masters of Technology in Education from University of British Columbia. |

  7. Notice of 2026 Annual Meeting of Stockholders

    | George Muñoz Independent Director | | | Age: 74 Director since: 2013 Committees: • Audit and Risk (Chair) • Compensation Current U.S. Public Company Boards: • Altria Group, Inc. Prior U.S. Public Company Boards (past five years): • Marriott International, Inc. • Anixter International, Inc. | Mr. Muñoz has been a Principal in the Washington, D.C.-based investment banking firm Muñoz Investment Banking Group, LLC since 2001. Mr. Muñoz also has been a Partner in the Chicago-based law firm Tobin & Muñoz, LLC since 2002. Mr. Muñoz served as the President and Chief Executive Officer of the Overseas Private Investment Corporation from 1997 to 2001. Mr. Muñoz was the Chief Financial Officer and Assistant Secretary of the U.S. Treasury Department from 1993 to 1997. Mr. Muñoz is a certified public accountant and an attorney. Mr. Muñoz served three terms as President of the Chicago Board of Education in the mid-1980s. Mr. Muñoz has taught courses in globalization at Georgetown University and is co-author of the book “Renewing the American Dream: A Citizen’s Guide for Restoring of Competitive Advantage.” Mr. Muñoz currently is a director of Altria Group, Inc. and a Trustee of the National Geographic Society, and served as a director of Marriott International, Inc. from 2002 to 2023 and Anixter International, Inc. from 2004 to 2020. Mr. Muñoz earned a B.B.A. from the University of Texas, a J.D. and a Master of Public Policy from Harvard University, an LL.M. in Taxation from DePaul University, and a Master of Arts (Theology) from Catholic Distance University. |

  8. Notice of 2026 Annual Meeting of Stockholders

    | Eilif Serck-Hanssen President and Chief Executive Officer, Director | | | Age: 60 Director since: 2018 Committees: • None Current U.S. Public Company Boards: • None Prior U.S. Public Company Boards (past five years): • None | Mr. Serck-Hanssen has served as our Chief Executive Officer since January 2018 and became our President in July 2019. From March to December 2017, Mr. Serck-Hanssen served as our President and Chief Administrative Officer as well as our Chief Financial Officer. From 2008 to March 2017, Mr. Serck-Hanssen served as our Executive Vice President and Chief Financial Officer. Before joining the Company, Mr. Serck-Hanssen served as Chief Financial Officer and President of International Operations at XOJET, Inc. and was part of the team that founded premium airline, Eos Airlines, Inc., where he served Executive Vice President and Chief Financial Officer. Prior to starting Eos Airlines, Mr. Serck-Hanssen served in several executive positions at US Airways, Inc. (now American Airlines, Inc.) and Northwest Airlines, Inc. (now Delta Airlines, Inc.), including serving as a Senior Vice President and Treasurer of US Airways, Inc. Before joining the airline industry, Mr. Serck-Hanssen spent over five years with PepsiCo, Inc. in various international locations and three years with PricewaterhouseCoopers LLP (formerly Coopers & Lybrand Deloitte) in London. He is an Associate Chartered Accountant (ACA) and a member of the Institute of Chartered Accountants in England and Wales. Mr. Serck- Hanssen earned a B.S. in civil engineering from the Western Norway University of Applied Sciences, a B.A. in management science from the University of Kent at Canterbury (United Kingdom), and an M.B.A. from the University of Chicago Booth School of Business. |

  9. Notice of 2026 Annual Meeting of Stockholders

    | Ian K. Snow Independent Director | | | Age: 56 Director since: 2007 Committees: • Compensation (Chair) • Nominating and Corporate Governance Current U.S. Public Company Boards: • None Prior U.S. Public Company Boards (past five years): • None | Mr. Snow is Chief Executive Officer and a Co-Founding Partner of Snow Phipps Group, LLC (“Snow Phipps”), a private equity firm. Prior to the formation of Snow Phipps in April 2005, Mr. Snow was a Managing Director at Ripplewood Holdings L.L.C., a private equity firm, where he worked from its inception in 1995 until March 2005. He currently serves as a director of each of the following private companies in which Snow Phipps holds an equity interest: Blackhawk Industrial Distribution, Inc., ECRM, LLC, and Teasdale Foods, Inc. From 1996 until 2007, Mr. Snow served as a member of the Board of Directors of Asbury Automotive Group, Inc. (and, from 2006 until 2007, a member of its Audit Committee). Mr. Snow earned a B.A. from Georgetown University. |

  10. Pay Mix

    | Base Salary USD | Target Bonus Award | Target Long-Term Incentive |

  11. Annual Incentive Plan

    Annual Incentive Plan Our annual incentive plan (“AIP”) is intended to recognize measures of overall company performance and profitability. The individual and organizational targets are designed to be challenging, but attainable. The AIP Target Amount for each NEO is based on a percentage of base salary. The actual AIP payment depends on both organizational and individual performance and is calculated using the following formula:

  12. Annual Incentive Plan

    | Annual Incentive Plan Target AmountX | Organizational Multiplier X 80% | + | Individual Performance Multiplier X 20% | = | Annual Incentive Award |

  13. Annual Incentive Plan

    The organizational multiplier for our NEOs is based on Laureate’s overall business results. The individual multiplier for our NEOs is based on achievement of personal performance objectives. The four selected metrics used to determine the organizational multiplier for the AIP, as defined in the table below, focus executives on the financial sustainability of the organization and are each weighted 25%: (i) Adjusted Financing EBITDA, (ii) Revenues, (iii) New Enrollment (an education industry metric) and (iv) Unlevered Free Cash Flow. The Compensation Committee selected these metrics for the following reasons: •Adjusted Financing EBITDA is an important measure in evaluating management’s success in positioning the Company for sustainable profitability, a primary corporate goal; •Year-to-year growth in revenues indicates a strong base for future growth; •New enrollment indicates continued interest in our institutions and can be a leading indicator of future revenue levels; and •Unlevered free cash flow is an important measure of the Company’s ability to generate cash flows. The 2025 AIP was designed so that a multiplier would be applied to the respective weight of each metric, which proportionally reduced or increased a participant’s award depending upon the extent to which the goal for each metric was achieved, as set forth in the table below. Following a comprehensive review by Meridian of our AIP design relative to prevailing market practice, and upon Meridian’s recommendation, the Committee approved an equal weighting of the selected metrics used to determine the organizational multiplier for the 2025 AIP. For performance percentages between the levels set forth in the table, the resulting payout percentage is interpolated on a linear basis.

  14. Annual Incentive Plan

    | Levels of Performance | Percent Payout | Performance Against Plan | Adjusted Financing EBITDA(1) | Revenues(2) | New Enrollments(3) | Unlevered Free Cash Flow(4) | | | | Weight | 25% | 25% | 25% | 25% | | Maximum | 200% | Percent of Target | 115% | 110% | 115% | 120% | | Target | 100% | Value for 100% Payout | Target | Target | Target | Target | | Threshold | 0% | Percent of Target | 85% | 90% | 85% | 80% |

  15. Annual Incentive Plan

    (1)Similar to Adjusted EBITDA (defined below), Adjusted Financing EBITDA, a non-GAAP financial measure, excludes the impact of foreign currency exchange rates as compared to the spot exchange rates assumed in our internal budgets and certain extraordinary or nonrecurring items, which the Compensation Committee believes are not indicative of ongoing results. Adjusted EBITDA, a non-GAAP measure, is defined as net income (loss), before (income) loss from discontinued operations, net of tax, equity in net (income) loss of affiliates, net of tax, income tax expense (benefit), (gain) loss on disposal of subsidiaries, net, foreign currency exchange (gain) loss, net, other (income) expense, net, interest expense, interest income and loss on debt extinguishment, plus depreciation and amortization, share-based compensation expense, and loss on impairment of assets. (2)Revenues is defined as fees generated from our provision of educational services and products before any costs or expenses are deducted. For purposes of the AIP, revenues excludes the impact of foreign currency exchange rates as compared to spot exchange rates assumed in our internal budgets. (3)New enrollments is defined as 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. (4)Unlevered free cash flow, a non-GAAP measure, is defined as cash flows from operating activities less capital expenditures (net of sales of PP&E), plus net cash interest expense. For purposes of the AIP, unlevered free cash flow excludes the impact of foreign currency exchange rates as compared to the spot exchange rates assumed in our internal budgets. Generally, our overall incentive awards are capped at 200% of target; however, the Compensation Committee has discretion to adjust such cap based on individual performance for the year. Considerations affecting evaluation of individual performance involve the achievement of objectives that optimize important strategies and often include nonfinancial objectives such as positive student outcomes, achieving the highest academic and operational standards and regulatory compliance, and building succession plan pipelines and high-performance cultures. The AIP includes certain important features, such as: (i) had we achieved less than the 85% threshold of the Adjusted Financing EBITDA goal, the NEOs would receive no AIP payout, (ii) the individual performance multiplier of 20% was capped at 200% achievement, and (iii) had we achieved below the threshold percentage for any metric (besides the Adjusted Financing EBITDA goal which is a condition for any AIP award), then the portion of the AIP award dependent on such metric would be entirely deducted from an NEO’s total 2025 AIP award opportunity. Certain Adjustments in Measuring Performance In measuring financial performance for purposes of our incentive compensation programs, the Compensation Committee focuses on the fundamentals of the underlying business performance and adjusts for items that are not indicative of ongoing results. For example, Adjusted Financing EBITDA, Unlevered Free Cash Flow 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). In 2025, an adjustment of $7.1 million was made to reduce the Unlevered Free Cash Flow performance for purposes of determining 2025 AIP awards. This adjustment was made due to a change in the expected payment timing of a liability from 2025 to 2026. 2025 AIP Outcomes Following the end of the fiscal year when results are available, the Compensation Committee reviewed and approved the organizational multipliers, each NEO’s individual performance multipliers and the determination of the annual incentive award payout for each NEO. AIP payments reflect the Compensation Committee’s assessment of each NEO’s individual performance and our overall performance when measured against the goals established by the Compensation Committee for the 2025 AIP metrics and individual objectives. For all NEOs, 2025 AIP awards were measured based on corporate level performance results. The following table contains the goal for each performance metric used to determine these NEOs’ organizational multiplier component of the 2025 AIP awards.

  16. Annual Incentive Plan

    | Corporate AIP | | | | | | | Performance Metric | 2025 Target | Weighted Target as% of Award | Weighted Target as % of Corporate Component | 2025 Actual Performance | 2025 Actual Payout % | | Organizational multiplier metrics | | | | | | | Adjusted Financing EBITDA* | $468.1 | 20% | 25% | $473.9 | 27% | | Revenues* | $1,542.7 | 20% | 25% | $1,569.0 | 29% | | New Enrollments | 269,600 | 20% | 25% | 272,200 | 27% | | Unlevered Free Cash Flow* | $220.1 | 20% | 25% | $236.6 | 34% | | | | 80% | 100% | | 117% |

  17. Annual Incentive Plan

    *In millions The Compensation Committee determined each NEO’s individual performance multiplier taking into account the following factors: 2025 results with respect to each operational performance metric, significant achievements of outperforming key budgeted performance metrics, increase in organic growth rate and expansion of margins, while maximizing academic quality and successful student outcomes. The Compensation Committee believes payouts based on organizational performance multipliers and approved individual performance multipliers appropriately reflect achieved corporate and individual performance. The table below provides information relating to the 2025 target AIP award and the Compensation Committee approved actual AIP payments for each of the NEOs.

  18. Annual Incentive Plan

    | Executive | 2025 Base Salary ($) | Target 2025 AIP Award as a % of 2025 Base Salary | Target 2025 AIP Award ($) | Approved Organizational Multiplier(1) | Actual Award ($) | Actual Award as a % of Target Award | | Eilif Serck-Hanssen(2) | 1,000,000 | 130% | 1,300,000 | 117% | 1,606,800 | 124% | | Richard M. Buskirk | 474,392 | 100% | 474,392 | 117% | 630,000 | 133% | | Leslie S. Brush | 402,588 | 75% | 301,941 | 117% | 370,000 | 123% | | Marcelo Barbalho Cardoso(3) | 506,017 | 100% | 506,017 | 117% | 625,438 | 124% |

  19. Annual Incentive Plan

    (1)Applied to 80% of Target 2025 AIP Award amount. (2)For additional information regarding Mr. Serck-Hanssen’s 2025 compensation, see “— NEO Agreements and Severance Arrangements.” (3)Amounts for Mr. Cardoso are based on an average foreign currency exchange rate of Brazil Real to U.S. Dollar for 2025 at 0.178935.

  20. Long-Term Incentive Plan: Stock-Based Compensation

    Long-Term Incentive Plan: Stock-Based Compensation The Laureate Education, Inc. Amended and Restated 2013 Long-Term Incentive Plan (as amended and restated from time to time, the “2013 Plan”) was established for the benefit of officers, employees and certain directors of the Company and its subsidiaries, as well as for others performing consulting or advisory services for the Company. The purpose of the 2013 Plan has been to provide incentives that will attract, retain and motivate high performing officers, employees, directors and consultants by providing them with appropriate incentives to maximize stockholder value and contribute to the long-term success of the Company. We have granted long-term equity awards under the 2013 Plan consistent with the view that stock-based incentive compensation opportunities play a key role in our ability to recruit, motivate and retain qualified individuals. While our compensation packages generally include a number of different components, we believe that equity compensation is key to linking pay to performance. In addition, equity compensation helps to align the interests of our NEOs with those of our stockholders, as it rewards our NEOs for enhancing stockholder value. Our stock-based compensation is intended to be a significant portion of NEO compensation to create a link between executive compensation and our long-term performance. The Compensation Committee believes that the best way to align compensation of our NEOs with long-term growth and profitability is to design long-term incentive compensation (“LTI”) that is, to a great degree, dependent upon Company performance. In 2025, the Compensation Committee approved annual grants of performance share units (“PSUs”) and restricted stock units (“RSUs”) to our NEOs. We believe that the use of both performance-based and time-based awards, as described below, creates a strong focus on executive motivation, performance and retention.

  21. Setting 2025 LTI Target Value

    Setting 2025 LTI Target Value The Compensation Committee sets each NEO’s 2025 LTI target value taking into consideration such factors as the Company’s compensation philosophy, program objectives, relevant market data, and individual performance and scope of duties and responsibilities. The LTI target value is allocated equally between grants of PSUs and RSUs. The table below shows each NEO’s 2025 LTI target value and the number of shares granted under each equity award:

  22. Setting 2025 LTI Target Value

    | Executive | Target LTI Value (as a % of Prior Year-End Base Salary) | Target LTI Value ($) | Units (#) | | | | | | PSUs | RSUs | | Eilif Serck-Hanssen | 350% | 3,500,000 | 88,117 | 88,117 | | Richard M. Buskirk | 150% | 690,863 | 17,394 | 17,394 | | Leslie S. Brush | 100% | 374,500 | 9,429 | 9,429 | | Marcelo Barbalho Cardoso | 150% | 656,688 | 16,533 | 16,533 |

  23. Description of 2025 LTI Awards

    Description of 2025 LTI Awards The table below describes the key terms of PSUs and RSUs granted to each NEO in 2025. For the 2025 grant of PSUs, the Compensation Committee conducted a comprehensive review of the design with Meridian to ensure that the performance and payout curve was aligned with prevailing industry standards. As an outcome, the 2025 grant of PSUs incorporates a range of performance and payout outcomes, from payouts ranging from 50% of target at threshold performance, to 150% of target at maximum performance.

  24. Description of 2025 LTI Awards

    | Award Type | % of LTI | Description | | PSUs | 50% | PSUs vest in three equal annual installments over a three-year period, subject to achievement of Adjusted EBITDA Margin and Total Enrollment targets. For all grants made in 2025, an NEO may earn either zero or between 50% and 150% of the target number of PSUs. Adjusted EBITDA Margin is Adjusted EBITDA (as defined above) divided by revenue. Total Enrollment is the total number of students enrolled in the Company’s institutions on a particular date. Both measures are important in evaluating management’s success in positioning the Company for sustainable growth and profitability over the long term. The number of PSUs that are earned at the conclusion of each one-year performance period is settled in a like number of shares of common stock following the end of the applicable performance period. | | RSUs | 50% | Time-based RSUs vest in three equal annual installments on December 31 of the year of grant and the two subsequent years, subject to continued employment on each applicable vesting date. |

  25. 2025 Special One-Time Retention Award

    2025 Special One-Time Retention Award In connection with the 2024 CEO Letter Agreement (as defined below), the Compensation Committee approved the grant of a special one-time retention RSU award to Mr. Serck-Hanssen, with a grant date of January 2, 2025 and aggregate grant date value equal to $5,000,000 (the “One-Time RSU Award”). Half of the One-Time RSU award vested on December 12, 2025, and the remaining half will vest on December 12, 2026, with such vesting to be accelerated upon a change of control and upon termination without cause with vesting prorated for time employed over the two years after date of grant. For further details regarding the terms of the 2024 CEO Letter Agreement and rationale of the Compensation Committee in its approval of the One-Time RSU Award, see “NEO Agreements and Severance Arrangements” — “Agreement with Mr. Serck-Hanssen and Special One-Time Retention Equity Grant” in this section. 2025 PSU Outcomes In February 2026, the Compensation Committee determined, based on 2025 financial results, that 100% vesting under the 2023 and 2024 PSUs and 150% vesting under the 2025 PSUs that were granted on an annual basis to certain executives, including the NEOs, had been achieved with respect to 2025 performance. Accordingly, the 2025 tranche of the PSUs granted in 2023, 2024 and 2025 vested at the maximum performance level for the respective awards and were settled in shares of our common stock in March 2026. The table below provides information relating to the achievement of PSU vesting with respect to fiscal year 2025 targets.

  26. 2025 Special One-Time Retention Award

    | Year of PSU Grant for 2025 Tranche | 2025 Performance Metric | Targets | 2025 Actual Performance | Vesting | | 2023 | Adjusted EBITDA Margin Total Enrollment | 100%: 28.7% 100%: 485,000 | 30.5% 497,700 | 100% 100% | | 2024 | Adjusted EBITDA Margin Total Enrollment | 100%: 29.0% 100%: 479,000 | 30.5% 497,700 | 100% 100% | | 2025 | Adjusted EBITDA Margin Total Enrollment | 150%: 30.35% 150%: 492,000 100%: 29.5% 100%: 484,000 50%: 29.11% 50%: 478,000 | 30.5% 497,700 | 150% 150% |

  27. NEO Agreements and Severance Arrangements

    NEO Agreements and Severance Arrangements Agreement with Mr. Serck-Hanssen and Special One-Time Retention Equity Grant On December 12, 2024, we entered into an updated employment letter agreement (the “2024 CEO Letter Agreement”) with Mr. Serck-Hanssen, which was reviewed and approved by the Compensation Committee and the Board. The 2024 CEO Letter Agreement provides for (i) an annual base salary of $1,000,000, effective January 1, 2025, (ii) an annual target bonus opportunity equal to 130% of annual base salary, (iii) a one-time retention equity grant with an aggregate grant date value equal to $5,000,000, comprised of restricted stock units (the “One-Time RSU Award”), subject to the same terms and conditions as the restricted stock units granted to Mr. Serck-Hanssen in February 2024 (provided, however, that the One-Time RSU Award will vest 50% on each of December 12, 2025 and December 12, 2026, respectively, and any unvested portion will fully vest upon Mr. Serck-Hanssen’s termination of employment by the Company without “Cause” (as defined in the Company’s Severance Policy for Executives (the “Executive Severance Policy”)) or due to his death or “Disability” (as defined in the Executive Severance Policy), (iv) commencing with our regular annual equity grant cycle for fiscal 2025, and continuing for each subsequent fiscal year during the employment term, an annual target long-term incentive equity grant with a grant date value equal to 350% of Mr. Serck-Hanssen’s base salary, and (v) severance benefits as provided under, and in accordance with the terms of, the Executive Severance Policy (provided, however, that the One-Time RSU Award will fully vest upon Mr. Serck‑Hanssen’s termination of employment by the Company without “Cause” or due to his death or “Disability”). Pursuant to the 2024 CEO Letter Agreement, the One-Time RSU Award was granted on January 2, 2025, with the number of RSUs determined based on the volume weighted average price per share of our common stock during regular trading sessions (and excluding pre-market and after-hours trading) over the 30 consecutive trading days prior to and including the grant date. Under the 2024 CEO Letter Agreement, we must provide Mr. Serck-Hanssen with six months’ written notice to terminate him without “Cause” and Mr. Serck-Hanssen must provide the Company with six months’ written notice to resign for any reason or no reason (other than due to Mr. Serck-Hanssen’s death or “Disability”). The Compensation Committee and our Board unanimously approved the special retention One-Time RSU Award grant to Mr. Serck-Hanssen in connection with the 2024 CEO Letter Agreement. After careful consideration of the critical importance of leadership continuity, the Company’s track record of strong financial performance under Mr. Serck‑Hanssen’s leadership, and our strategic objectives and competitive market conditions, the Compensation Committee and our Board determined that the One-Time RSU Award was in the best interests of the Company and all of our stakeholders. The approval of the One-Time RSU Award by the Compensation Committee and our Board in December 2024 was based on the following key considerations: •Leadership Retention: Our Board considered Mr. Serck-Hanssen’s continued leadership and critical institutional knowledge essential to the Company’s future success and execution of our strategic plan. In a highly competitive market for executive talent, particularly in our industry, the Compensation Committee and our Board determined that additional retention incentives were necessary to ensure leadership stability through our next phase of growth and transformation. •Strong Performance: Under Mr. Serck-Hanssen’s leadership, the Company has consistently delivered strong operational and financial results during his tenure as CEO since 2018. This performance demonstrates Mr. Serck-Hanssen’s effectiveness in executing our strategic vision. •Enhanced Shareholder Value: During Mr. Serck-Hanssen’s tenure as CEO, we have delivered significant value to shareholders. Through 2024, we had returned nearly $3 billion of capital to shareholders and our total shareholder return was 190%, significantly exceeding both the S&P 400 (83%) and Russell 2000 (59%) over that period. •Strategic Implementation: Our Board believed that Mr. Serck-Hanssen’s continued leadership was vital to successfully maintaining momentum on key strategic initiatives that we expected to drive long-term value creation. The Compensation Committee and our Board believe the special retention One-Time RSU Award represents a prudent investment in leadership continuity and will benefit the Company and its stakeholders. This grant complements, but does not replace, our regular annual executive compensation program and is not expected to be recurring.

  28. Agreement with Mr. Cardoso

    Agreement with Mr. Cardoso Mr. Cardoso and the Company entered into an Independent Contractor and Consultant Agreement for Mr. Cardoso’s continuing services as Executive Vice President and Chief Operating Officer (the “Cardoso Agreement”) effective upon the Company’s sale of its Brazil business in May 2021 and Mr. Cardoso’s resulting termination of employment with the Company’s Brazil subsidiary. The Cardoso Agreement, as amended, details Mr. Cardoso’s annual cash compensation, annual target cash bonus, annual target long-term equity incentive award and severance benefits, as well as other payments to provide commensurate benefits received while an employee of the Company’s Brazilian subsidiary. Pursuant to such agreement, as amended, Mr. Cardoso currently remains eligible to receive severance benefits pursuant to the Executive Severance Policy. The Cardoso Agreement was subsequently amended to assign it to a consulting company owned by Mr. Cardoso and was amended as applicable to reflect Mr. Cardoso’s compensation increases.

  29. Severance Policy

    Severance Policy The Company’s Executive Severance Policy, which applies to all current NEOs, provides severance benefits in connection with a “qualifying termination,” which is defined to mean a termination of employment: (i) prior to a “change in control” by the Company other than for “cause”; and (ii) on or within the 12-month period after a “change in control” by the Company other than for “cause” or by the executive officer for “good reason.” For a detailed description of the Executive Severance Policy and a discussion of the severance benefits available to the NEOs, see “ — 2025 Executive Compensation Tables — Potential Payments upon Termination or Change in Control.” Policies and Other Considerations

  30. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information We do not grant stock options, SARs, or similar option-like instruments to our NEOs or other employees or service providers. If in the future we anticipate granting stock options, SARs, or similar option-like instruments, we will establish a policy regarding how the Board determines when to grant such awards and how the Board or Compensation Committee will take material nonpublic information into account when determining the timing and terms of such awards. We did not otherwise time the disclosure of material non-public information for the purpose of affecting the value of executive compensation in fiscal 2025.

  31. Tax and Accounting Implications

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Eilif Serck-Hanssen President and Chief Executive Officer | 2025 | 1,000,000 | — | 8,343,934 | — | 1,606,800 | 24,609 | 10,975,343 | | | 2024 | 875,000 | — | 2,640,015 | — | 1,381,952 | 54,703 | 4,951,670 | | | 2023 | 850,000 | — | 2,300,008 | — | 1,266,772 | 46,486 | 4,463,266 | | Richard M. Buskirk Senior Vice President and Chief Financial Officer | 2025 | 472,089 | — | 690,888 | — | 630,000 | 21,000 | 1,813,977 | | | 2024 | 457,979 | — | 2,667,504 | — | 556,375 | 17,250 | 3,699,108 | | | 2023 | 437,504 | — | 600,032 | — | 510,148 | 13,200 | 1,560,884 | | Leslie S. Brush Senior Vice President, Chief Legal Officer and Secretary | 2025 | 397,906 | — | 374,520 | — | 370,000 | 21,000 | 1,163,426 | | | 2024 | 361,607 | — | 312,366 | — | 325,815 | 17,250 | 1,017,038 | | Marcelo Barbalho Cardoso(5) Executive Vice President and Chief Operating Officer | 2025 | 501,266 | — | 656,688 | — | 625,438 | 235,060 | 2,018,452 | | | 2024 | 472,415 | — | 3,664,445 | — | 607,894 | 230,399 | 4,975,153 | | | 2023 | 450,500 | — | 608,736 | — | 607,219 | 249,475 | 1,915,930 |

  32. 2025 Potential Severance Payments

    | Potential Payments Upon Termination or Change in Control | | | | | | Name | Benefit | Without Cause/ Good Reason Termination ($)(1) | Termination due to Death or Disability ($) | Termination due to Change in Control plus Qualifying Termination ($)(2) | | Eilif Serck-Hanssen | Cash Severance(1) | 3,450,000 | — | 4,600,000 | | | Benefits(2) | 81,390 | — | 81,390 | | | Acceleration of Equity Awards(3) | 4,492,958 | 8,298,510 | 14,594,800 | | | Total | 8,024,348 | 8,298,510 | 19,276,190 | | Richard M. Buskirk | Cash Severance(1) | 948,784 | — | 1,423,176 | | | Benefits(2) | 7,500 | — | 7,500 | | | Acceleration of Equity Awards(3) | 2,270,435 | 905,184 | 6,564,202 | | | Total | 3,226,719 | 905,184 | 7,994,878 | | Leslie S. Brush | Cash Severance(1) | 704,529 | — | 1,056,794 | | | Benefits(2) | 56,760 | — | 81,390 | | | Acceleration of Equity Awards(3) | — | 329,764 | 1,002,120 | | | Total | 761,289 | 329,764 | 2,140,304 | | Marcelo Barbalho Cardoso | Cash Severance(1) | 1,012,036 | — | 1,518,054 | | | Benefits(2) | 9,000 | — | 9,000 | | | Acceleration of Equity Awards(3) | 3,405,653 | 893,905 | 8,654,874 | | | Total | 4,426,689 | 893,905 | 10,181,928 |

  33. 2025 Potential Severance Payments

    | Year(1) | Summary Compensation Table Total for PEO ($)(2) | Compensation Actually Paid to PEO ($)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | Value of Initial Fixed $100 Investment Based On:(4) | | Net Income (millions) ($)(6) | Adjusted EBITDA Margin (%)(7) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(5) | | | | 2025 | 10,975,343 | 20,698,619 | 1,665,285 | 4,355,873 | 497.1 | 138.1 | 283.8 | 30.5 | | 2024 | 4,951,670 | 6,894,529 | 2,775,318 | 3,149,436 | 270.0 | 123.7 | 296.4 | 28.7 | | 2023 | 4,463,266 | 6,173,336 | 1,583,996 | 1,909,643 | 202.4 | 113.4 | 107.3 | 28.2 | | 2022 | 4,976,832 | 3,994,970 | 1,703,975 | 1,582,065 | 134.8 | 81.1 | 69.0 | 27.3 | | 2021 | 7,318,937 | 6,650,959 | 1,793,888 | 1,444,527 | 149.5 | 75.3 | 203.8 | 23.3 |

  34. 2025 Potential Severance Payments

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Andrew B. Cohen(2) | 153,015 | 226,403 | 379,418 | | William J. Davis | 96,099 | 155,683 | 251,782 | | Pedro del Corro | 79,614 | 155,683 | 235,297 | | Aristides de Macedo | 88,783 | 155,683 | 244,466 | | Kenneth W. Freeman | 108,599 | 155,683 | 264,282 | | Barbara Mair | 95,452 | 155,683 | 251,135 | | George Muñoz | 73,627 | 198,155 | 271,782 | | Judith Rodin | 63,627 | 198,155 | 261,782 | | Ian K. Snow(3) | 103,599 | 155,683 | 259,282 |