LAUREATE EDUCATION, INC. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)), as of the end of the period covered by this report. Based on that evaluation, our CEO and CFO have concluded that, as of December 31, 2020, our disclosure controls and procedures are effective. The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our CEO and CFO, to allow timely decisions regarding required disclosures. Management’s Report on Internal Control Over Financial Reporting Management’s report on the Company’s internal control over financial reporting as of December 31, 2020 is included in Part II, Item 8 “Financial Statements.” The effectiveness of the Company’s internal control over financial reporting as of December 31, 2020 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm. Their report appears in Part II, Item 8 “Financial Statements.” Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting during the quarter ended December 31, 2020 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information None. Part III Item 10. Directors, Executive Officers and Corporate Governance Certain of this information will be contained in our definitive proxy statement for the 2021 Annual Meeting of Stockholders, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference. Information about our Executive Officers The following table sets forth information regarding our current executive officers, including their ages. Executive officers serve at the request of the board of directors. There are no family relationships among any of our executive officers. Name Age Position Eilif Serck-Hanssen 55 Director, President and Chief Executive Officer Jean-Jacques Charhon 55 Executive Vice President and Chief Financial Officer Timothy P. Grace 57 Chief Human Resources Officer Richard H. Sinkfield III 51 Chief Legal Officer and Chief Ethics & Compliance Officer Eilif Serck-Hanssen has served as our Chief Executive Officer since January 2018 and became our President in July 2019. From March 2017 to December 2017, Mr. Serck-Hanssen served as our President and Chief Administrative Officer as well as our Chief Financial Officer. From July 2008 through March 2017, Mr. Serck-Hanssen served as our Executive Vice President and Chief Financial Officer. From February 2008 until July 2008, Mr. Serck-Hanssen served as chief financial officer and president of international operations at XOJET, Inc. In January 2005, Mr. Serck-Hanssen was part of the team that founded Eos Airlines, Inc., a premium airline, and until February 2008, Mr. Serck-Hanssen served as its executive vice president and chief financial officer. Prior to starting Eos Airlines, Mr. Serck-Hanssen served in several financial executive positions at US Airways, Inc. (now American Airlines, Inc.) and Northwest Airlines, Inc. (now Delta Airlines, Inc.), including serving as a senior vice president and Treasurer of US Airways, Inc. Prior to joining the airline industry, Mr. Serck-Hanssen spent over five years with PepsiCo, Inc., in various international locations and three years with PricewaterhouseCoopers LLP (formerly Coopers & Lybrand Deloitte) in London. He is an Associate Chartered Accountant (ACA) and a member of the Institute of Chartered Accountants in England and Wales. Mr. Serck-Hanssen earned a B.A. from the University of Kent at Canterbury (United Kingdom), a B.S. from the Bergen University College (Norway) and an M.B.A. from the University of Chicago Booth School of Business. Jean-Jacques Charhon was appointed Executive Vice President and Chief Financial Officer effective January 1, 2018. Prior to joining the Company, Mr. Charhon served as a special advisor to the board of directors of Purdue Pharma. Mr. Charhon served as Chief Financial Officer of Purdue Pharma from June 2015 until August 2017. From July 2014 until December 2014, Mr. Charhon served as Chief Financial Officer of Cnova, and thereafter served as counsel to the chairman of the board of directors from January 2015 to June 2015. Prior to joining Cnova, Mr. Charhon worked for four years at Hewlett Packard, where he joined as Chief Financial Officer of the PC division before becoming Chief Operating Officer of Enterprise Services. This role followed eight years at General Electric, where he most recently served as Chief Financial Officer of GE Healthcare for the Americas, and four years at Novartis, where he held various global financial leadership roles of increasing responsibility. Mr. Charhon earned a Baccalaureate in Math, Physics & Chemistry from the French Lycée of Brussels and a Commercial Engineer degree from the Université Libre de Bruxelles-Solvay School of Management. Timothy P. Grace has served as our Chief Human Resources Officer since May 2018. Prior to joining the Company, Mr. Grace served as the Chief Human Resources Officer for Toys”R”Us, Inc. from September 2015 to May 2018. From March 2014 to September 2015, he served as Group Vice President of Human Resources at L’Oréal Group, and from 2002 to March 2014, he served as Senior Vice President of Human Resources for the Americas at Schindler Elevator Corporation. Mr. Grace earned a B.A. from the State University of New York at Fredonia and an M.S. from West Virginia University. Richard H. Sinkfield III has served as our Chief Legal Officer and Chief Ethics & Compliance Officer since June 2020. Mr. Sinkfield previously served as Laureate’s Senior Vice President and Assistant General Counsel, Latin America. He has been with Laureate since 2004, and during this time has overseen the work of corporate and university counsel across eight countries, including serving as Regional General Counsel for Brazil for five years. Prior to joining Laureate, Mr. Sinkfield practiced law at several top U.S. law firms, including the Washington D.C. offices of Sidley Austin LLP and Akin Gump Strauss Hauer & Feld LLP. He also has taught as an adjunct professor at the George Washington University Law School and has served on 164 multiple non-profit boards in the United States and across Latin America. Mr. Sinkfield earned a B.S.F.S. from Georgetown University and a J.D. from Harvard Law School. During the past ten years, none of Laureate or its executive officers has (i) been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining such person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. Except as described below, during the past ten years (i) no petition has been filed under federal bankruptcy laws or any state insolvency laws by or against any of our executive officers, (ii) no receiver, fiscal agent or similar officer was appointed by a court for the business or property of any of our executive officers and (iii) none of our executive officers was an executive officer of any business entity or a general partner of any partnership at or within two years before the filing of a petition under the federal bankruptcy laws or any state insolvency laws by or against such entity. In September 2017, during the time that Mr. Grace was an executive officer at Toys“R”Us, Inc., that company filed for protection under Chapter 11 of the U.S. Bankruptcy Code. With the exception of Mr. Charhon, who holds French citizenship and is a permanent resident of the United States, all of the executive officers listed above are U.S. citizens. 165 Item 11. Executive Compensation This information will be contained in our definitive proxy statement for the 2021 Annual Meeting of Stockholders, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters This information will be contained in our definitive proxy statement for the 2021 Annual Meeting of Stockholders, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence This information will be contained in our definitive proxy statement for the 2021 Annual Meeting of Stockholders, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference. Item 14. Principal Accountant Fees and Services This information will be contained in our definitive proxy statement for the 2021 Annual Meeting of Stockholders, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference. 166 Part IV Item 15. Exhibits and Financial Statement Schedules (a) The following documents are filed as part of this report: (1) Financial Statements (certain schedules are omitted because they are not applicable or not required, or because the required information is included in the consolidated financial statements or notes thereto). (2) Those exhibits required by Item 601 of Regulation S-K and by paragraph (b) below. (b) The following exhibits are filed as part of this Annual Report or, where indicated, were filed and are incorporated by reference: Exhibit No. Exhibit Description Form File Number Exhibit Number Filing Date 2.1# Amended and Restated Sale and Purchase Agreement, dated as of November 22, 2017 and amended and restated on January 11, 2018, by and among LEI European Investments B.V., Laureate International B.V. and Galileo Global Education Luxco S.À R.L. 10-K 001-38002 2.7 03/20/2018 2.2# Sale and Purchase Agreement, dated April 12, 2018, among LEI European Investments B.V., Laureate International B.V. and Global University Systems Germany B.V. 8-K 001-38002 2.1 04/18/2018 2.3# Asset Purchase Agreement, dated January 15, 2018, among Kendall College, LLC, The Dining Room at Kendall NFP, National Louis University and Laureate Education, Inc. 8-K 001-38002 2.1 08/07/2018 2.4# Membership Interest Purchase Agreement, dated April 24, 2018, by and among Laureate Education, Inc., Exeter Street Holdings, LLC, University of St. Augustine for Health Sciences, LLC and University of St. Augustine Acquisition Corp. 10-Q 001-38002 2.4 08/09/2018 2.5# Sale and Purchase Agreement, dated December 12, 2018, by and among Iniciativas Culturales de España S.L., Laureate I B.V. and Samarinda Investments, S.L. 10-K 001-38002 2.5 02/28/2019 2.6# Share Purchase Agreement relating to the sale and purchase of equity shares of Pearl Retail Solutions Private Limited, M-Power Energy India Private Limited and Data Ram Sons Private Limited 8-K 001-38002 2.1 05/13/2019 2.7# Share Purchase Agreement relating to all the shares in the capital of Education Turkey B.V. 8-K 001-38002 2.1 08/29/2019 2.8# Equity Purchase Agreement, dated January 10, 2020, by and among SP Costa Rica Holdings, LLC, Laureate International B.V. and Laureate Education, Inc. 10-K 001-38002 2.8 02/27/2020 2.9# Sale and Purchase Agreement, dated July 29, 2020, by and among LEI AMEA Investments B.V., Laureate Education, Inc., SEI Newco Inc. and Strategic Education, Inc. 10-Q 001-38002 2.9 11/05/2020 2.10# Master Agreement, dated September 10, 2020, by and among Laureate International B.V., Laureate I, B.V., Servicios Regionales Universitarios LE, S.C. and Fundación Educación y Cultura 10-Q 001-38002 2.10 11/05/2020 2.11# Membership Interest Purchase Agreement, dated September 11, 2020, by and between Laureate Education, Inc. and Adtalem Global Education Inc. 10-Q 001-38002 2.11 11/05/2020 2.12# Transaction Agreement, dated September 11, 2020, by and among Laureate Education, Inc., Rede Internacional de Universidades Laureate Ltda., Ser Educacional S.A. and, solely for the purposes of certain provisions thereof, José Janguiê Bezerra Diniz and certain of his family members 10-Q 001-38002 2.12 11/05/2020 2.13*# Settlement, Release and Discharge Agreement, dated as of October 29, 2020, by and among Laureate Education, Inc., Rede Internacional de Universidades Laureate Ltda., Ser Educacional S.A., José Janguiê Bezerra Diniz and certain of his family members 167 Exhibit No. Exhibit Description Form File Number Exhibit Number Filing Date 2.14*# Transaction Agreement, dated October 30, 2020, by and among Laureate Education, Inc., Laureate Netherlands Holding B.V., ICE Inversiones Brazil, SL, Rede Internacional de Universidades Laureate Ltda., Ânima Holding S.A., VC Network Educação S.A., and, solely for the purposes of certain provisions thereof, the controlling shareholders of Ânima Holding S.A. 3.1 Amended and Restated Certificate of Incorporation S-1/A 333-207243 3.1 01/31/2017 3.2 Amended and Restated Bylaws S-1/A 333-207243 3.2 01/31/2017 3.3 Certificate of Retirement of Convertible Redeemable Preferred Stock, Series A 8-K 001-38002 3.1 07/20/2018 4.1 Description of Capital Stock of Laureate Education, Inc. 10-K 001-38002 4.1 02/27/2020 4.2 Indenture, dated as of April 26, 2017, by and among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee, governing the 8.250% Senior Notes due 2025 8-K 001-38002 4.3 04/27/2017 4.3 Form of 8.250% Senior Note due 2025 (included as Exhibit A to Exhibit 4.3) 8-K 001-38002 4.3 04/27/2017 10.1† 2007 Stock Incentive Plan for Key Employees of Laureate Education, Inc. and its Subsidiaries S-1/A 333-207243 10.31 11/20/2015 10.2† 2007 Stock Incentive Plan Form of Stock Option Agreement, as amended on August 31, 2010 S-1/A 333-207243 10.32 11/20/2015 10.3† 2013 Long-Term Incentive Plan Form of Stock Option Agreement effective as of September 11, 2013 S-1/A 333-207243 10.34 11/20/2015 10.4† Laureate Education, Inc. Deferred Compensation Plan, as amended and restated effective January 1, 2009 S-1/A 333-207243 10.35 11/20/2015 10.5† Form of Management Stockholder’s Agreement for equityholders S-1/A 333-207243 10.36 11/20/2015 10.6† Employment Offer Letter, dated July 21, 2008, between Laureate Education, Inc. and Eilif Serck‑Hanssen S-1/A 333-207243 10.40 11/20/2015 10.7† Amendment to Employment Offer Letter, dated December 9, 2010, between Laureate Education, Inc. and Eilif Serck‑Hanssen S-1/A 333-207243 10.41 11/20/2015 10.8† Form of Stockholders’ Agreement for Entity‑Appointed Directors S-1/A 333-207243 10.47 11/20/2015 10.9† Form of Stockholders’ Agreement for Individual Directors S-1/A 333-207243 10.48 11/20/2015 10.10† 2013 Long‑Term Incentive Plan Form of Stock Option Agreement for 2016 for Named Executive Officers S-1/A 333-207243 10.57 05/20/2016 10.11† 2013 Long‑Term Incentive Plan Form of Stock Option Agreement for 2016 S-1/A 333-207243 10.58 05/20/2016 10.12 Subscription Agreement, dated as of December 4, 2016, by and among Laureate Education, Inc., Macquarie Sierra Investment Holdings Inc., and each of the other Persons listed on Schedule A and Schedule B thereto. S-1/A 333-207243 10.63 12/15/2016 10.13 Registration Rights Agreement by and among Laureate Education, Inc., each of the Investors set forth on Schedule A thereto, Douglas L. Becker and Wengen Alberta, Limited Partnership 10-K 001-38002 10.29 03/20/2018 10.14 Investors’ Stockholders Agreement by and among Laureate Education, Inc., Wengen Alberta, Limited Partnership and the Investors set forth on Schedule A thereto 10-K 001-38002 10.30 03/20/2018 10.15 Amended and Restated Securityholders Agreement by and among Wengen Alberta, Limited Partnership, Laureate Education, Inc. and the other parties thereto 8-K 001-38002 10.1 02/06/2017 10.16 Amended and Restated Registration Rights Agreement by and among Wengen Alberta, Limited Partnership, Wengen Investments Limited, Laureate Education, Inc. and the other parties thereto 8-K 001-38002 10.2 02/06/2017 10.17† Amendment to the 2007 Stock Incentive Plan for Key Employees of Laureate Education, Inc. and its Subsidiaries 10-K 001-38002 10.76 03/29/2017 168 Exhibit No. Exhibit Description Form File Number Exhibit Number Filing Date 10.18 Amended and Restated Guarantee, dated as of April 26, 2017, by Laureate Education, Inc. and certain domestic subsidiaries of Laureate Education, Inc. party thereto from time to time, as guarantors, in favor of Citibank, N.A., as collateral agent 10-Q 001-38002 10.83 05/11/2017 10.19 Amended and Restated Pledge Agreement, dated as of April 26, 2017, among Laureate Education, Inc. and certain domestic subsidiaries of Laureate Education, Inc. party thereto from time to time, as pledgors, and Citibank, N.A., as collateral agent 10-Q 001-38002 10.84 05/11/2017 10.20 Amended and Restated Security Agreement, dated as of April 26, 2017, among Laureate Education, Inc. and certain domestic subsidiaries of Laureate Education, Inc. party thereto from time to time, as grantors, and Citibank, N.A., as collateral agent 10-Q 001-38002 10.85 05/11/2017 10.21 Second Amended and Restated Collateral Agreement, dated as of April 26, 2017, between Walden University, LLC, certain other domestic subsidiaries of Laureate Education, Inc. from time to time, and Citibank, N.A., as collateral agent 10-Q 001-38002 10.86 05/11/2017 10.22† Laureate Education, Inc. Amended and Restated 2013 Long-Term Incentive Plan 8-K 001-38002 10.1 06/20/2017 10.23† Amended and Restated 2013 Long‑Term Incentive Plan Form of Annual Performance Share Units Notice and Agreement for 2017 10-Q 001-38002 10.51 08/08/2017 10.24† Amended and Restated 2013 Long‑Term Incentive Plan Form of Performance-based Stock Option Agreement for 2017 10-Q 001-38002 10.52 08/08/2017 10.25† Amended and Restated 2013 Long‑Term Incentive Plan Form of Time-based Stock Option Agreement for 2017 10-Q 001-38002 10.53 08/08/2017 10.26† Amended and Restated 2013 Long‑Term Incentive Plan Form of Restricted Stock Units Notice and Agreement for 2017 10-Q 001-38002 10.54 08/08/2017 10.27† Amended and Restated 2013 Long‑Term Incentive Plan Form of Performance Share Units Notice and Agreement for 2017 10-Q 001-38002 10.55 08/08/2017 10.28† Amended and Restated 2013 Long‑Term Incentive Plan Form of Performance-based Stock Option Agreement for 2017 for Certain Executives 10-Q 001-38002 10.56 08/08/2017 10.29† Amended and Restated 2013 Long‑Term Incentive Plan Form of Time-based Stock Option Agreement for 2017 for Certain Executives 10-Q 001-38002 10.57 08/08/2017 10.30† Amended and Restated 2013 Long‑Term Incentive Plan Form of Restricted Stock Units Notice and Agreement for 2017 for Certain Executives 10-Q 001-38002 10.58 08/08/2017 10.31† Employment Offer Letter, dated August 15, 2017, between Laureate Education, Inc. and Victoria Silbey 10-Q 001-38002 10.61 11/08/2017 10.32† Form of Stock Option Agreement with exercise price of $21.00 for certain executives 10-Q 001-38002 10.65 11/08/2017 10.33† Employment Offer Letter, dated November 6, 2017, between Laureate Education, Inc. and Jean-Jacques Charhon 10-K 001-38002 10.67 03/20/2018 10.34† Transitional Employment Agreement, effective as of November 9, 2017, between Paula Singer and Laureate Education, Inc. 10-K 001-38002 10.68 03/20/2018 10.35† Employment Offer Letter, dated May 3, 2018, between Timothy Grace and Laureate Education, Inc. 10-Q 001-38002 10.72 08/09/2018 10.36† Form of 2019 Annual Incentive Plan 10-Q 001-38002 10.62 08/08/2019 10.37† Form of Director Indemnity Agreement 10-Q 001-38002 10.64 08/08/2019 10.38# Third Amended and Restated Credit Agreement, dated as of October 7, 2019, among Laureate Education, Inc., the lending institutions from time to time parties thereto, and Citibank, N.A., as administrative agent and collateral agent 8-K 001-38002 10.1 10/11/2019 169 Exhibit No. Exhibit Description Form File Number Exhibit Number Filing Date 10.39†◊ Form of Retention Letter for Certain Corporate Executives 10-Q 001-38002 10.53 05/07/2020 10.40† Form of Retention/Transaction Bonus Letter for Certain Regional Executives 10-Q 001-38002 10.54 05/07/2020 10.41† Form of Named Executive Officer Temporary Salary Reduction Letter 10-Q 001-38002 10.55 05/07/2020 10.42† 2013 Long-Term Incentive Plan Form of Restricted Stock Units Agreement for Non-Employee Directors for 2020 10-Q 001-38002 10.56 08/06/2020 10.43 First Amendment to Third Amended and Restated Credit Agreement, dated as of July 20, 2020, by Laureate Education, Inc. and Citibank, N.A., as administrative agent 10-Q 001-38002 10.57 11/05/2020 10.44† Form of Named Executive Officer Temporary Salary Reduction Letter Amendment 10-Q 001-38002 10.58 11/05/2020 10.45*† Employment Offer Letter, dated July 8, 2020, between Laureate Education, Inc. and Richard H. Sinkfield III 10.46*†◊ Retention Letter, dated April 5, 2020, between Laureate Education, Inc. and Richard H. Sinkfield 21.1* List of Subsidiaries of the Registrant 23.1* Consent of PricewaterhouseCoopers LLP 31.1* Certification pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002 31.2* Certification pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002 32* Certifications pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002 Ex. 101.INS* XBRL Instance Document - - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document Ex. 101.SCH* Inline XBRL Taxonomy Extension Schema Document Ex. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document Ex. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document Ex. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document Ex. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) * Filed herewith. # Laureate Education, Inc. hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to such agreement to the U.S. Securities and Exchange Commission upon request. † Indicates a management contract or compensatory plan or arrangement. ◊ Certain identified information has been omitted from this exhibit because it is both (1) not material, and (2) would be competitively harmful if publicly disclosed. The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by the Company in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs at the date they were made or at any other time. 170 Item 16. Form 10-K Summary None. 171 Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 25, 2021. Laureate Education, Inc. By: /s/ JEAN-JACQUES CHARHON Jean-Jacques Charhon Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Title Date /s/ EILIF SERCK-HANSSEN President, Chief Executive Officer and Director February 25, 2021 Eilif Serck-Hanssen (Principal Executive Officer) /s/ JEAN-JACQUES CHARHON Executive Vice President and Chief Financial Officer February 25, 2021 Jean-Jacques Charhon (Principal Financial Officer) /s/ TAL DARMON Chief Accounting Officer, Senior Vice President and Global Corporate Controller (Principal Accounting Officer) February 25, 2021 Tal Darmon /s/ KENNETH W. FREEMAN Chairman of the Board February 25, 2021 Kenneth W. Freeman /s/ BRIAN F. CARROLL Director February 25, 2021 Brian F. Carroll /s/ ANDREW B. COHEN Director February 25, 2021 Andrew B. Cohen /s/ WILLIAM L. CORNOG Director February 25, 2021 William L. Cornog /s/ PEDRO DEL CORRO Director February 25, 2021 Pedro del Corro /s/ MICHAEL J. DURHAM Director February 25, 2021 Michael J. Durham /s/ GEORGE MUÑOZ Director February 25, 2021 George Muñoz /s/ DR. JUDITH RODIN Director February 25, 2021 Dr. Judith Rodin /s/ IAN K. SNOW Director February 25, 2021 Ian K. Snow /s/ STEVEN M. TASLITZ Director February 25, 2021 Steven M. Taslitz 172