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, 2021, 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, 2021 is included in Part II, Item 8 “Financial Statements.” The effectiveness of the Company’s internal control over financial reporting as of December 31, 2021 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, 2021 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting. Effective October 1, 2021, as part of our ongoing cost-reduction efforts, we outsourced the majority of our information technology activities to a third-party service provider. These changes were not made in response to any identified deficiency or weakness in the Company’s internal control over financial reporting. Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 120 Part III Item 10. Directors, Executive Officers and Corporate Governance Certain of this information will be contained in our definitive proxy statement for the 2022 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 56 Director, President and Chief Executive Officer Richard M. Buskirk 45 Senior Vice President and Chief Financial Officer Marcelo Barbalho Cardoso 50 Executive Vice President and Chief Operating Officer Timothy P. Grace 58 Chief Human Resources Officer Richard H. Sinkfield III 52 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. Richard M. Buskirk has served as our Senior Vice President and Chief Financial Officer since April 2021. Mr. Buskirk previously served as our Senior Vice President, Corporate Development from 2018 to April 2021 and as our Vice President, Global Financial Planning & Analysis from 2015 to 2018. Prior to joining Laureate, Mr. Buskirk was a CPA with Ernst & Young LLP, and an investment banker with Deutsche Bank, and worked for multiple global brands, including Vodafone, NII Holdings, Inc. (formerly Nextel International) and Sprint/Nextel in a range of financial, strategy and operations positions. Mr. Buskirk earned a B.S. in accounting from the University of Maryland and a dual M.B.A. from Columbia University and London Business School. Marcelo Barbalho Cardoso has served as our Executive Vice President and Chief Operating Officer since June 2021 and as our Chief Executive Officer of Laureate Brazil from 2019 to June 2021. Mr. Cardoso has been with Laureate since 2011, holding several leadership positions across our Brazil operations including Global Chief Transformation Officer during 2019, Chief Operating Officer of Laureate Brazil from 2017 to 2018, and Vice President of Operations and President of FMU from 2013 to 2017. Prior to joining Laureate, Mr. Cardoso served as Latin America Vice President, Business Ops & CFO for Dell EMC Computer Systems and held senior leadership positions at Johnson Controls. Mr. Cardoso earned an undergraduate degree in chemical engineering from Universidade Estadual de Campinas (Brazil) and an MBA in management from the University of Michigan. 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. 121 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 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. 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. Item 11. Executive Compensation This information will be contained in our definitive proxy statement for the 2022 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 2022 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 2022 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 2022 Annual Meeting of Stockholders, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference. 122 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 10-K 001-38002 2.13 02/25/2021 123 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. 10-K 001-38002 2.14 02/25/2021 2.15# Waiver and Amendment to Membership Interest Purchase Agreement by and between Adtalem Global Education Inc. and Laureate Education, Inc., dated as of July 21, 2021 8-K 001-38002 2.1 07/27/2021 2.16# Amendment dated August 10, 2021 to Membership Interest Purchase Agreement, dated September 11, 2020, by and between Laureate Education, Inc. and Adtalem Global Education Inc. 10-Q 001-38002 2.2 11/04/2021 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 3.4 Certificate of Retirement of Class A Common Stock and Class B Common Stock 8-K 001-38002 3.1 12/17/2021 4.1* Description of Capital Stock of Laureate Education, Inc. 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 124 Exhibit No. Exhibit Description Form File Number Exhibit Number Filing Date 10.16* Amendment No. 1 dated October 28, 2021 to the Amended and Restated Securityholders Agreement, dated as of February 6, 2017, among Wengen Alberta, Limited Partnership, Laureate Education, Inc. and the other parties thereto 10.17 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 10.18† 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 10.19 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 10.20 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 10.21 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 10.22 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 10.23 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 10.24† Laureate Education, Inc. Amended and Restated 2013 Long-Term Incentive Plan 8-K 001-38002 10.1 06/20/2017 10.25† 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 10.26† 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 10.27† 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 10.28† 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 10.29*† Amended and Restated 2013 Long‑Term Incentive Plan Form of Time-based Stock Option Agreement for 2018 Grants 10.30*† Amended and Restated 2013 Long‑Term Incentive Plan Form of Time-based Stock Option Agreement for 2019 Grants 10.31*† Amended and Restated 2013 Long‑Term Incentive Plan Form of Restricted Stock Units Notice and Agreement for 2020 Grants 10.32*† Amended and Restated 2013 Long‑Term Incentive Plan Form of Restricted Stock Units Notice and Agreement for 2021-2022 Grants for Certain Executives 10.33*† Amended and Restated 2013 Long‑Term Incentive Plan Form of Performance Share Units Notice and Agreements for 2019-2020 Grants 10.34*† Amended and Restated 2013 Long‑Term Incentive Plan Form of Performance Share Units Notice and Agreement for 2021-2022 Grants 125 Exhibit No. Exhibit Description Form File Number Exhibit Number Filing Date 10.35*† 2013 Long-Term Incentive Plan Form of Restricted Stock Units Agreement for Non-Employee Directors 10.36† Employment Offer Letter, dated November 6, 2017, between Laureate Education, Inc. and Jean-Jacques Charhon 10-K 001-38002 10.67 03/20/2018 10.37† Employment Offer Letter, dated May 3, 2018, between Timothy Grace and Laureate Education, Inc. 10-Q 001-38002 10.72 08/09/2018 10.38† Form of Director Indemnity Agreement 10-Q 001-38002 10.64 08/08/2019 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† Promotion Offer Letter, dated July 8, 2020, between Laureate Education, Inc. and Richard H. Sinkfield III 10-K 001-38002 10.45 02/25/2021 10.42†◊ Retention Letter, dated April 5, 2020, between Laureate Education, Inc. and Richard H. Sinkfield 10-K 001-38002 10.46 02/25/2021 10.43*† 2021 Annual Incentive Plan for Certain Executives 10.44*† Promotion Offer Letter, dated March 16, 2021, between Laureate Education, Inc. and Richard M. Buskirk 10.45*†◊ Retention Letter, dated April 28, 2020, between Laureate Education, Inc. and Richard M. Buskirk 10.46*† Independent Contractor and Consultant Agreement, dated May 28, 2021, between Laureate Education, Inc. and Marcelo Barbalho Cardoso 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. # The exhibits, disclosure schedules, and other schedules, as applicable, have been omitted pursuant to Item 601(a)(5) of Regulation S-K. † 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) is the type that the Company treats as private or confidential. 126 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. Item 16. Form 10-K Summary None. 127 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 24, 2022. Laureate Education, Inc. By: /s/ RICHARD M. BUSKIRK Richard M. Buskirk Senior 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 24, 2022 Eilif Serck-Hanssen (Principal Executive Officer) /s/ RICHARD M. BUSKIRK Senior Vice President and Chief Financial Officer February 24, 2022 Richard M. Buskirk (Principal Financial Officer) /s/ GERARD M. KNAUER Vice President, Accounting and Global Controller February 24, 2022 Gerard M. Knauer (Principal Accounting Officer) /s/ KENNETH W. FREEMAN Chairman of the Board February 24, 2022 Kenneth W. Freeman /s/ BRIAN F. CARROLL Director February 24, 2022 Brian F. Carroll /s/ ANDREW B. COHEN Director February 24, 2022 Andrew B. Cohen /s/ WILLIAM L. CORNOG Director February 24, 2022 William L. Cornog /s/ PEDRO DEL CORRO Director February 24, 2022 Pedro del Corro /s/ MICHAEL J. DURHAM Director February 24, 2022 Michael J. Durham /s/ GEORGE MUÑOZ Director February 24, 2022 George Muñoz /s/ DR. JUDITH RODIN Director February 24, 2022 Dr. Judith Rodin /s/ IAN K. SNOW Director February 24, 2022 Ian K. Snow 128