Document

DEF 14A 1 a2026proxystatement.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

LAUREATE EDUCATION, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

PMB 1158, 1000 Brickell Ave, Suite 715

Miami, Florida 33131

April 9, 2026

Dear Stockholder,

We welcome you to join us virtually for the 2026 Annual Meeting of Stockholders of Laureate Education, Inc. (“Laureate”) to be held on Thursday, May 21, 2026, at 10:00 a.m., Eastern Daylight Time. Our virtual meeting format is designed to increase stockholder access and participation, save Laureate and our stockholders time and money, and provide our stockholders with the rights and opportunities to participate in the virtual meeting similar to what they would have at an in-person meeting. You may attend the meeting, vote your shares and submit questions electronically during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/LAUR2026.

The attached Notice of 2026 Annual Meeting and proxy statement describe the business that we will conduct at the 2026 Annual Meeting webcast and provide information about us that you should consider when you vote your shares. As set forth in the attached proxy statement, the meeting will be held to:

(1)Elect the nine (9) director nominees named in this Proxy Statement.

(2)Hold an advisory vote to approve named executive officer compensation.

(3)Ratify the appointment of PricewaterhouseCoopers LLP as Laureate’s independent registered public accounting firm for the year ending December 31, 2026.

(4)Approve the Laureate Education, Inc. 2026 Long-Term Incentive Plan.

(5)Transact such other business as may properly come before the 2026 Annual Meeting and any adjournments thereof.

Please carefully read each of the proposals in the accompanying proxy statement before you vote.

Your vote is extremely important regardless of the number of shares you own. Whether or not you plan to attend the 2026 Annual Meeting online, please vote as soon as possible to make sure that your shares are represented. You can vote your shares by telephone, electronically via the Internet or by completing and returning a proxy card or vote instruction form, if you have received one.

On behalf of the entire Board of Directors, I thank you for your continued investment in, and ongoing support of, Laureate.

Sincerely,

Andrew B. Cohen

Chairman of the Board of Directors

The proxy statement is dated April 9, 2026 and is first being made available to stockholders on or about April 9, 2026.

Notice of 2026 Annual Meeting
of Stockholders



Date and Time Thursday, May 21, 2026, at 10:00 a.m., Eastern Daylight Time	Location Online only at www.virtualshareholder meeting.com/LAUR2026	Who Can Vote The record date for the 2026 Annual Meeting is March 24, 2026. If you held Laureate Education, Inc. stock at the close of business on that date, you are entitled to vote at the 2026 Annual Meeting.

Items of Business

Proposal

(1)Elect the nine (9) director nominees named in this Proxy Statement.

(2)Hold an advisory vote to approve named executive officer compensation.

(3)Ratify the appointment of PricewaterhouseCoopers LLP as Laureate’s independent registered public accounting firm for the year ending December 31, 2026.

(4)Approve the Laureate Education, Inc. 2026 Long-Term Incentive Plan.

Stockholders will also transact any other business that properly comes before the 2026 Annual Meeting and any adjournment.

Voting Methods

Your vote is important. Whether or not you plan to attend the 2026 Annual Meeting online, please vote as soon as possible to make sure that your shares are represented.

INTERNET

www.proxyvote.com

TELEPHONE

1-800-690-6903

MAIL

Complete, sign, date and return your proxy card (if you received one) in the envelope provided.

ONLINE AT ANNUAL MEETING

www.virtualshareholder meeting.com/LAUR2026

A list of the holders of record of our common stock will be available at the 2026 Annual Meeting webcast and, during the 10 days prior to the 2026 Annual Meeting webcast, at the offices of our corporate headquarters located at 601 Brickell Key Drive, Suite 700, Miami, Florida 33131.

BY ORDER OF THE BOARD OF DIRECTORS:

Leslie S. Brush

Senior Vice President, Chief Legal Officer and Secretary

April 9, 2026



			Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting to be held on May 21, 2026: Our Proxy Statement and 2025 Annual Report are available at www.proxyvote.com.

Table of Contents


Proxy Statement Summary						1
Proposal 1: Election of Directors						2
Recommendation of our Board of Directors						2
Nominees for Election to the Board of Directors						2
Corporate Governance						7
Director Independence						7
Board Composition						7
Board Leadership Structure						7
Board Attendance						8
Board Committees						8
Corporate Governance Guidelines						10
Code of Conduct and Ethics						10
Board and Committee Oversight of Risk Management						11
Cybersecurity and Information Security Oversight						12
Succession Planning						12
Commitment to Impact						12
Executive Compensation						14
Compensation Discussion and Analysis						14
Executive Summary						14
Compensation Governance						15
Executive Compensation Program						16
Executive Compensation Pay Components						17
Policies and Other Considerations						24
Compensation Committee Report						25
2025 Executive Compensation Tables						26
Summary Compensation Table						26
Grants of Plan-Based Awards						28
Outstanding Equity Awards at Fiscal Year-End						29
Option Exercises and Stock Vested						30
Potential Payments upon Termination or Change in Control						31
CEO Pay Ratio						34
Pay Versus Performance						35
Director Compensation						38
Annual Compensation						38
Directors Deferral Plan						38
Stock Ownership Guidelines						39
2025 Director Compensation						39


Equity Plan Compensation Information						40
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters						41
Certain Relationships and Related Party Transactions, and Director Independence						43
Wengen Securityholders Agreement and Registration Rights Agreement						43
Management Stockholder’s Agreements						43
Transactions between the Company and Affiliates, Wengen and Directors						44
Conflicts of Interest Policy						44
Proposal 2: Non-Binding Advisory Vote on Executive Compensation (“Say-on-Pay”)						45
Recommendation of our Board of Directors						45
Proposal 3: Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm						46
Recommendation of our Board of Directors						46
Audit and Risk Committee Matters						47
Audit and Risk Committee Report						47
Audit Fees and All Other Fees						48
Audit and Risk Committee Pre-approval of Service of Independent Registered Public Accounting Firm						48
Proposal 4: Approval of the Laureate Education, Inc. 2026 Long-Term Incentive Plan						49
Other Information						57
Questions and Answers about the 2026 Annual Meeting						57
Annual Report						61
Communications with the Board of Directors						61
Deadlines for Submitting Stockholder Proposals for the 2027 Annual Meeting						62
Householding of Proxy Materials						62
Other Matters						62
Appendix A — Laureate Education, Inc. 2026 Long-Term Incentive Plan						A-1

Proxy Statement Summary
2026 Annual Meeting of Stockholders


Date and Time:						May 21, 2026 10:00 a.m., Eastern Daylight Time
Place:						Virtual Meeting via live webcast at www.virtualshareholdermeeting.com/LAUR2026
Record Date:						March 24, 2026

How to Vote Your Shares

INTERNET

www.proxyvote.com

TELEPHONE

1-800-690-6903

MAIL

Complete, sign, date and return your proxy card (if you received one) in the envelope provided.

ONLINE AT ANNUAL MEETING

www.virtualshareholder meeting.com/LAUR2026

Voting Overview



	Proposal Description	Board Vote Recommendation	Page Number with More Information

Proposal 1	Election of nine (9) directors named herein	“FOR” all nominees	2
Proposal 2	Advisory vote on named executive officer compensation	“FOR”	45
Proposal 3	Ratification of the appointment of PricewaterhouseCoopers LLP as Laureate’s independent registered public accounting firm for the year ending December 31, 2026	“FOR”	46
Proposal 4	Approval of the Laureate Education, Inc. 2026 Long-Term Incentive Plan	“FOR”	49

Director Nominees



Name	Position(s)	Age	Director Since

Andrew B. Cohen	Chairman of the Board, Independent Director	54	2013
Julian Coulter	Independent Director Nominee	51	—
William J. Davis	Independent Director	58	2024
Pedro del Corro	Independent Director	68	2017
Aristides de Macedo	Independent Director	70	2023
Barbara Mair	Independent Director	64	2022
George Muñoz	Independent Director	74	2013
Eilif Serck-Hanssen	Director, President and Chief Executive Officer	60	2018
Ian K. Snow	Independent Director	56	2007

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



2026 Proxy Statement 1

Proposal 1:

Election of Directors

At the 2026 Annual Meeting, our stockholders will be asked to elect the nine Director nominees named herein for a one-year term expiring at the next annual meeting of stockholders. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier death, resignation or removal.

Recommendation of our Board of Directors

Our Board of Directors (the “Board of Directors” or “Board”) recommends voting “FOR” the election of each of the Director nominees named herein as directors, each of whom shall hold office for a term of one year, expiring at the annual meeting in 2027 and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal.

Each proxy or vote instruction form will be voted for the election of each of the Director nominees named herein as directors, unless the proxy contains contrary instructions. Shares of common stock represented by proxies received by the Board of Directors and not so marked as to withhold authority to vote for any individual nominee or for all nominees will be voted (unless one or more nominees are unable to serve) for the election of the nominees named below. The Board of Directors knows of no reason why any such nominee should be unable or unwilling to serve, but if such should be the case, proxies will be voted for the election of some other person or the size of the Board of Directors will be fixed at a lower number.

Our directors are elected by a plurality of the votes cast by the stockholders present or represented by proxy and entitled to vote at the annual meeting. Abstentions and broker non-votes are not considered votes cast and will have no effect on the outcome of this proposal.

Nominees for Election to the Board of Directors

Our Board of Directors has nominated nine persons to stand for election at the 2026 Annual Meeting and to hold office until the next annual meeting of stockholders. All nominees are currently Directors elected at the 2025 Annual Meeting, except for Mr. Coulter, who is a new Director nominee.

The Nominating and Corporate Governance Committee has recommended the nominees for nomination by the Board of Directors after an evaluation of the size and composition of the Board and a review of each member’s skills, experience, and independence. Our Board of Directors believes that each of the nominees brings strong skills, background, experience and expertise to the boardroom, giving the Board as a group the appropriate balance of skills needed to exercise its oversight responsibilities and composition that aligns with our long-term strategy. The Board further believes that diversity with respect to gender, race and ethnicity, background, professional experiences and perspectives are important elements in the Board selection process. Our Board also recognizes the importance of Board refreshment to ensure that it benefits from fresh ideas and perspectives.

We believe that we have an effective process in place for seeking out, evaluating and recommending potential candidates for election to the Board. The Board recognizes the importance of evaluating Board refreshment within the context of our overall business strategy and current operations. The Nominating and Corporate Governance Committee regularly considers the size and composition of the Board by considering the diversity, background, experience, and tenure of our Board members. Discussions were held throughout the year covering Director tenure and the skill sets represented by the current Directors and in consideration of the need to add new members with unique expertise and experiences that the Nominating and Corporate Governance Committee and the Board believe will benefit the Company and the Board as a whole.

As a result of this process, the Nominating and Corporate Governance Committee with the assistance and recommendation of the Company’s CEO, has determined to recommend, and the Board to nominate, Julian Coulter for election as Director at the 2026 Annual Meeting. We believe that Mr. Coulter’s expertise in marketing, digital strategy and commercial operations in technology and consumer-facing industries makes him well-qualified to serve on our Board. The Board expects Mr. Coulter to bring a fresh perspective and add skills and experience to help the Board effectively oversee management and to implement the Company’s long-term strategy.



2 Laureate Education, Inc.

Kenneth W. Freeman and Dr. Judith Rodin are not nominees for reelection and will conclude their service as Directors at the 2026 Annual Meeting. The Board extends its sincere appreciation to Mr. Freeman and Dr. Rodin for their many years of dedication, thoughtful leadership and valuable contributions as Directors of our Company. Their service has been instrumental in strengthening the Company’s governance and advancing our strategic and operational objectives.

The names of the nominees for election to the Board of Directors and certain information about such nominees are set forth below. All Directors nominated are independent except for Mr. Serck-Hanssen. For information concerning the number of shares of common stock beneficially owned by each nominee, see “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”


Andrew B. Cohen 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.


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.



2026 Proxy Statement 3


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.


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.


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).



4 Laureate Education, Inc.


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.


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.



2026 Proxy Statement 5


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.


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.



6 Laureate Education, Inc.

Corporate Governance

Director Independence

Pursuant to our Corporate Governance Guidelines, our Board of Directors evaluated the independence of all Directors nominees based on the Nasdaq definition of independence. The Nasdaq rules require that determinations regarding the independence of directors are made by the boards of directors of listed companies. The Nasdaq rules characterize an independent director as a director who is not an executive officer or employee of the company and who does not have a relationship that, in the opinion of the board of directors, would interfere with exercising independent judgment in carrying out a director’s responsibilities. The Nasdaq rules also contain certain categorical standards that serve as prohibitions against directors with certain specified relationships being considered independent.

After careful review of the information provided by each director and nominee whose independence was being evaluated, and upon the recommendation of the Nominating and Corporate Governance Committee, our Board of Directors affirmatively determined that all of the Director nominees are independent under Nasdaq rules for purposes of serving as a Director, except for Mr. Serck-Hanssen, our President and Chief Executive Officer (“CEO”).

Board Composition

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. We believe that our current directors embody a diverse range of viewpoints, professional experiences, skills and backgrounds, in addition to high standards of personal and professional ethics and valuable knowledge of our business and our industry.

Board Leadership Structure

Our Board of Directors currently is led by an independent director, Andrew B. Cohen, Chairman of the Board. Our Bylaws and Corporate Governance Guidelines permit the roles of Chairman of the Board and CEO to be filled by the same or different individuals. This flexibility allows our Board 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 separated the roles of Chairman of the Board and CEO in 2018. Our Board of Directors believes that this leadership structure, as shown below, effectively allocates authority, responsibility and oversight between management and members of our Board of Directors and that our stockholders are best served with this structure in place.


Chairman of the Board						President and CEO

Primary Responsibilities •Focuses on Board oversight, functioning and governance matters •Presides at Board and meeting •Reviews and approves Board agenda •Provides advice and counsel to the President and CEO						Primary Responsibilities •Leads the Company’s business and is responsible for the Company’s short- and long-term performance •Leads the development and execution of the Company’s strategy •Cultivates and advances the Company’s culture and values •Evaluates and develops the Company’s executive leaders and succession plans



2026 Proxy Statement 7

Board Attendance

During 2025, our Board of Directors held six meetings, and its committees collectively held 24 meetings. All of our current Directors attended at least 75% of Board and applicable committee meetings in 2025. Directors are expected to attend all Board and Committee meetings, as well as our annual meeting of stockholders. Each current Director attended the 2025 annual meeting of stockholders.

Board Committees

To support effective corporate governance, our Board of Directors delegates certain responsibilities to its committees, who report on their activities to the Board. Our Board has four standing committees: an Audit and Risk Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and an Education Committee. The current members and chairs of our committees, the number of meetings held in 2025 and the principal functions of each committee are shown below. Each member is independent under the Nasdaq listing standards, as well as applicable Securities and Exchange Commission (“SEC”) rules for Board and committee service.

Each committee has a charter setting forth its roles and responsibilities. Those charters can be found on our website at http://investors.laureate.net under “Governance.”

Director

Audit and Risk

Compensation

Nominating and Corporate Governance

Education

Andrew B. Cohen

William J. Davis

Pedro del Corro

Aristides de Macedo

Kenneth W. Freeman

Barbara Mair

George Muñoz

Dr. Judith Rodin

Eilif Serck-Hanssen

Ian K. Snow

Number of meetings during 2025

C – Chair M – Member * Audit committee financial expert

Audit and Risk Committee Key Responsibilities:

•Monitors the Company’s financial reporting processes and internal controls over financial reporting

•Reviews the Company’s annual audited and quarterly financial statements and earnings releases

•Appoints, evaluates and approves compensation of the Company’s independent registered public accounting firm

•Receives reports from the Company’s head of internal audit on the annual audit plan, scope of work, and the results of internal audits

•Oversees the Company’s ethics and compliance program and receives reports from the Company’s chief ethics & compliance officer on such activities

•Oversees risk assessment and risk management policies and major financial and enterprise risk exposures and steps management is taking to monitor and control such risks, including strategic, operational, legal, regulatory and cybersecurity risks



8 Laureate Education, Inc.

•Reviews with the Company’s chief legal officer litigation matters, government investigations and compliance with legal requirements

•Reviews and approves any related-party transactions

The Board of Directors has determined that each member of the Audit and Risk Committee has sufficient knowledge in financial and auditing matters under Nasdaq rules and that each of Messrs. Muñoz and Davis is an “audit committee financial expert” as defined by the SEC.

Compensation Committee Key Responsibilities:

•Reviews and approves the Company’s overall compensation philosophy, policies and plans

•Reviews and approves the compensation for the Company’s CEO and other executive officers

•Reviews and approves the establishment and terms of the Company’s incentive and equity compensation plans, and administers such plans

•Approves grants of equity awards to eligible individuals under the Company’s equity plan

•Reviews and approves senior executive employment contracts, change-in-control provisions, severance arrangements, and material amendments thereto

•Monitors and assesses the risks associated with the Company’s compensation policies

•Reviews and discusses with management the Company’s Compensation Discussion and Analysis

•Annually reviews non-employee director compensation and recommends changes, when relevant, to the Board

Nominating and Corporate Governance Committee Key Responsibilities:

•Establishes criteria for selecting director candidates and identifies individuals qualified to become directors, as needed

•Recommends to the Board of Directors candidates for election to the Board

•Considers committee member qualifications, appointment and removal

•Provides oversight of the annual evaluation of the Board of Directors and each committee

•Reviews and recommends to the Board the composition and size of the Board

•Reviews and recommends to the Board changes to the Company’s certificate of incorporation and bylaws as needed

•Reviews the Company’s strategy, initiatives, policies, practices and reporting relating to environmental, social and governance matters and the Company’s public benefit corporation obligations

•Reviews the Company’s Corporate Governance Guidelines at least annually and recommends any proposed changes to the Board for approval

Education Committee Key Responsibilities

•Reviews the Company’s education strategy, offerings, policies and procedures in furtherance of the Company’s mission and strategic plan

•Reviews the status of certification, accreditation and quality assurance reviews

•Reviews analyses of data measuring quality and effectiveness

•Receives reports from management on the development and implementation of academic programs, certificates, degrees, student experience and outcomes, technology infrastructure, partnerships, faculty development and products or services

•Reviews and discusses with management development and deployment of online, hybrid and distance learning



2026 Proxy Statement 9

Corporate Governance Guidelines

Our Board of Directors has adopted Corporate Governance Guidelines, which is available on our website at http://investors.laureate.net under “Governance.” These guidelines address, among other items, the qualifications and responsibilities of our directors and director nominees, the structure and composition of our Board of Directors and corporate governance policies and standards applicable to us in general.

Code of Conduct and Ethics

We have adopted a code of conduct and ethics (the “Code of Conduct”) that applies to all of our employees, directors, officers, and full- and part-time employees and faculty. Our Code of Conduct and related policies outline requirements related to our ethical standards, conflicts of interest, employee trading activities, whistleblowing responsibilities and protections, anti-bribery and corruption controls, privacy, data security, and sanctions and trade control laws. We perform ongoing training and awareness activities to ensure these policies and requirements are well understood across the organization. This includes mandatory ethics and compliance training and certifications for all employees and onboarding sessions held with new hires.

We encourage our employees, faculty members, students and others to ask questions or raise concerns related to our Code of Conduct, potential violations or other ethics or compliance issues. We have a zero tolerance, non-retaliation policy. Our 24-hour reporting hotline is administered through a third-party to offer anonymity to anyone reporting such issues. Information about our whistleblower policy and practices are included in the Code of Conduct. All reports, which are reviewed by the Audit and Risk Committee each quarter, are investigated promptly, thoroughly and fairly, and appropriate action is taken whenever necessary.

The Code of Conduct is available on our website at http://investors.laureate.net under “Governance.” If we ever were to amend or waive any provision of the Code of Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, we intend to satisfy our disclosure obligations, if any, under applicable SEC rules with respect to any such waiver or amendment by posting such information on our website at http://investors.laureate.net rather than by filing a Current Report on Form 8-K.



10 Laureate Education, Inc.

Board and Committee Oversight of Risk Management

We are committed to Board-level oversight of risk management. Our Board of Directors is responsible for assessing the most significant risks facing the Company and overseeing and regularly reviewing management’s plans and actions directed toward the mitigation and/or elimination of such risks in order to support the achievement of growth and business objectives within acceptable risk levels. 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 and provides regular reports to the Board regarding matters reviewed at their committee. Our CEO, executive leadership team and other members of our management regularly report to the Board and its committees to discuss risk management and mitigation. These reports assist in the Board’s oversight of risk management and the ongoing evaluation of management controls. We believe the division of risk management responsibilities described below provides an appropriate framework for evaluating and addressing the risks facing us and that our Board leadership structure supports this approach because it allows our independent directors, through the independent committees and non-executive Chair, to exercise effective oversight of the actions of management.



Board


• Significant risks • Risks not overseen by specific committees


Audit and Risk Committee	Compensation Committee	Nominating and Corporate Governance Committee	Education Committee


•Risk-related processes and assessments related to major financial and enterprise risk exposures including strategic, operational, legal, regulatory and cybersecurity risks •Financial, internal controls and other accounting and reporting risks •Compliance and legal risks	•Compensation programs and policies for the Company and its executives •Executive compensation risk assessment	•Corporate governance principles •Environmental, social and governance activities	•Accreditation, academic quality, student experience and outcomes, and faculty development


	•Executive leadership and senior management interaction •Annual enterprise risk management assessment and quarterly risk management updates


Executive Leadership and Senior Management

While our Board of Directors and its committees oversee key risk areas, the Company’s executive leadership team is responsible for assessing and managing the Company’s various exposures to risk on a day-to-day basis, including the creation of appropriate risk management policies.

We have developed a consistent, systemic and integrated approach to risk management, including the enterprise risk management program, to help determine how best to identify, manage and mitigate significant risks throughout the Company. Management undertakes a regular review of a broad set of risks across our business and operations to identify, assess, manage and monitor existing and emerging threats and opportunities, taking into account short-term, intermediate-term and long-term risks and how fast risks may affect the Company. Members of senior management are assigned to key risks to ensure that adequate risk response plans are in place and executed to proactively manage such risks. Management regularly reports to our Board of Directors and its committees on a variety of risks, including strategic, operational, financial, legal, regulatory and cybersecurity risks, and the efforts of management to address and mitigate such risks.



2026 Proxy Statement 11

Cybersecurity and Information Security Oversight

Cybersecurity is an integral part of risk management at Laureate. Our Board has established oversight mechanisms to ensure effective governance in managing cybersecurity risks because we recognize the significance of these threats to our operational integrity and stakeholder confidence. We have implemented processes for overseeing, identifying and managing material risks from cybersecurity threats and have integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture of cybersecurity risk management. In connection with its oversight of assessment and risk management, the Audit and Risk Committee meets with our Chief Operating Officer (“COO”) and Chief Information Security Officer (“CISO”) on a quarterly basis to review cybersecurity and information security risk management and implications, and our COO and CISO present cybersecurity matters to the Board at least annually.

Systems and process monitoring are essential components of our cybersecurity risk management and information security programs. We utilize industry standard tools and procedures to monitor the information security of systems, networks and information assets, regardless of geographic location, and have implemented key policies and procedures, including but not limited to cybersecurity threat detection and analysis, a defined framework for materiality determination and a reporting-up process to support timely disclosure of a material event, if required. In addition, we have defined key roles and responsibilities within our organization to handle material cybersecurity incidents. A comprehensive incident response plan is utilized for any threat activities identified, including timely containment, analysis, remediation, and communication, and is also applicable to third parties with access to our information systems or assets. We have implemented security programs, such as mandatory cybersecurity awareness training for all our employees, simulated phishing emails and tabletop exercises, that are strategically designed and continuously updated to address evolving cybersecurity threats and latest industry trends. These programs, which are held multiple times a year, allow our employees to both identify and address material cybersecurity incidents, utilizing our comprehensive incident response plan.

For more information regarding our cybersecurity risk management, strategy and governance practices, please see “Part I, Item 1C. Cybersecurity” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”).

Succession Planning

One of the most important duties of our Board is to ensure continuity in our senior leadership by overseeing the retention and development of executive talent and planning for the effective succession of our CEO and the executive leadership team. To ensure that the succession planning and leadership development process supports and enhances our long-term strategic objectives, the Board consults at least annually with our CEO and Senior Vice President, People and Culture on the skills and experience necessary to help achieve our business goals, our organizational needs, our leadership pipeline, the succession plans for critical leadership positions, and our talent development and leadership initiatives. Talent and leadership development, including succession planning, is a top priority of our CEO and the senior executive team. Our CEO seeks input from members of our Board regarding candidates for executive positions and other key roles.

Commitment to Impact

Our mission has always been to expand access to high-quality higher education, reflecting our identity as a purpose and impact-driven organization. Central to our ongoing impact strategy is ensuring that our operations deliver on the promise of both expanded access and academic quality. A central belief throughout our history is that the more focused we are on generating market-leading outcomes for students, the better the business performs.

We remain sharply focused on understanding the impact of the student experience – from pre-enrollment through to post-graduation. Our impact is most clearly observed in graduation rates, employability upon graduation, and the overall student experience. This is consistent with the belief upon which Laureate was founded – ‘When our students succeed, countries prosper and society benefits.’



12 Laureate Education, Inc.

We are committed to operating with the highest ethical standards, promoting strong student outcomes, ensuring transparent communication with all stakeholders, actively engaging with our communities, and sustaining an unwavering determination to create positive impact and deliver on our promises. As with all companies, our impact reporting practices continue to evolve, and we are proactively preparing for future reporting requirements.

Across Laureate, the measurement and reporting of impact – along with associated risk management – are coordinated across a matrix of governance structures. This approach is overseen by our Board of Directors and executive leadership, including the President and CEO, ensuring accountability at the highest levels.

Our Board’s Nominating and Corporate Governance Committee has formal oversight of our environmental, social and governance, or ESG, strategy, initiatives, policies, practices, and reporting – including programs addressing corporate social responsibility, our public benefit corporation obligations, and environmental sustainability. In addition, our Board’s Education Committee is responsible for our education strategy, offerings, policies, and procedures, aligned with our mission to expanding access to quality education in the communities we serve.

Key structures that support comprehensive oversight, transparency, and leadership of our impact include several management committees:

•Impact Committee – focuses on operational coordination of impact priorities across the company, at the country and institutional levels, including sharing best practices and aligning metrics for consistent measurement and reporting.

•Academic Quality Committee – dedicated to identifying and monitoring academic outcomes, managing regulatory and accreditation obligations, and fostering collaboration across institutions.

•Ethics and Compliance Committee – monitors internal reports, manages risks, oversees mandatory training and education, reviews policies, and strengthens accountability throughout the Company.

For over 25 years, we have upheld a strong commitment to positive impact in the communities we serve. This long-standing dedication spans our efforts to expand educational access, ensure academic quality, improve student outcomes, and foster community engagement. Today, we maintain a robust impact oversight structure and have published an annual impact summary since 2014 to transparently report our progress. As of 2022, these reports align with the United Nations Sustainable Development Goals (SDGs). Our disclosures now incorporate the Sustainability Accounting Standards Board (SASB) standards, reinforcing our commitment to recognized global frameworks and to a sustainable, equitable future.

You can read more about our impact highlights on our website at Laureate.net/impact. Information contained on our website is not incorporated by reference herein and is not a part of this Proxy Statement.



2026 Proxy Statement 13

Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides an overview of our compensation philosophy, objectives, material elements of compensation, and the factors and process used in making compensation decisions with respect to our fiscal year 2025 named executive officers (“NEOs”) listed below.



NEOs			Title

Eilif Serck-Hanssen			President and Chief Executive Officer
Richard M. Buskirk			Senior Vice President and Chief Financial Officer
Leslie S. Brush			Senior Vice President, Chief Legal Officer and Secretary
Marcelo Barbalho Cardoso			Executive Vice President and Chief Operating Officer

The discussion regarding the 2025 compensation of our NEOs is divided into four sections.


			Page:

Executive Summary			14
Compensation Governance			15
Executive Compensation Program			16
Policies and Other Considerations			24

Executive Summary

Our commitment to outstanding performance drove strong financial results in 2025, with continued revenue growth and margin expansion. In 2025, new enrollments increased 8%, and total enrollments were up 5% compared to the prior fiscal year, bringing our total enrollments in Mexico and Peru to approximately 498,000 at year end. On a reported basis, revenue increased 9% to $1,701.9 million, operating income was $431.1 million and net income for the year was $283.8 million. These results were achieved under the leadership of our NEOs and reflect successful execution of our strategies of simplification, focus, growth, and operational efficiency, while delivering on our commitment to academic quality and successful student outcomes.

In addition to favorable financial results, our strong balance sheet and high free cash flow generation allowed us to return approximately $217 million to stockholders in 2025 through our stock buyback program underscoring our ongoing commitment to stockholder value creation.

We believe that our executive compensation program is straightforward, consistent, and effective. The primary focus of our compensation philosophy is to pay for performance. We believe that our programs are effectively designed, align with the interests of our stockholders and are instrumental to achieving our business strategy and key financial objectives. Our programs also have the flexibility to incorporate stockholder feedback, changes in our operations and strategy and evolving compensation practices that are consistent with our compensation philosophy and serve the interests of our stockholders.

We exceeded our 2025 financial goals set in our annual incentive plan program, which resulted in an average payout of 126% of target bonus to our NEOs. We also achieved or exceeded the 2025 targets under our performance share unit grants. For further details regarding 2025 compensation outcomes, see “— Executive Compensation Program,” “— Annual Incentive Plan — 2025 AIP Outcomes,” and “— Long-Term Incentive Plan: Stock-Based Compensation — 2025 PSU Outcomes.”

The Compensation Committee believes that the 2025 compensation of our NEOs is commensurate with our size and performance, the significant scope of their roles and responsibilities, and their strong leadership.



14 Laureate Education, Inc.

Compensation Governance

Highlights of Governance and Design Feature

We are committed to sound executive compensation policies and practices, as highlighted in the following table.

What we do:

✓

Align pay with performance

✓

Award annual incentive compensation subject to the achievement of pre-determined performance goals

✓

Incorporate multiple performance metrics within our variable pay components

✓

Set challenging performance objectives

✓

Incorporate payout caps for performance-based incentives

✓

Consider guidance from an independent compensation consultant

✓

Maintain stock ownership guidelines for senior executives

✓

Maintain an executive severance policy

✓

Maintain a clawback policy

What we do NOT do:

Guarantee bonus payouts

Provide excessive executive perquisites

Accelerate vesting of equity awards for retirement

Provide for change in control tax gross-ups

Provide supplemental executive retirement or medical plans

Offer payment of dividends for unvested equity awards

Allow any hedging or pledging transactions

Pay Governance Process

The Compensation Committee is actively engaged in the compensation process to ensure appropriate compensation governance. The majority of compensation earned by our NEOs is a function of corporate financial and operational performance and individual performance against pre-established goals. Our executive officers have line of sight and considerable impact on the achievement of these goals. Our Compensation Committee, CEO and management, in consultation with the Compensation Committee’s independent compensation consultant, ensure thorough oversight regarding the amount and form of executive compensation via the following pay governance processes:

Role

Management

Chief Executive Officer

Compensation Committee

Independent Compensation Consultant

Set CEO Target Compensation

–

Approve

Advise

Set Other NEO Target Compensation

–

Recommend

Approve

Advise

Design Cash and Equity Incentive Programs (Metrics, Targets and Award Opportunities)

Develop

SEC Form DEF 14A filed by Laureate Education Inc.