Laureate Education Inc

This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation paid to Laureate’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables. Management is seeking this advisory endorsement to validate its pay-for-performance approach and to demonstrate stockholder support for the Compensation Committee’s design and outcomes. The proposal is explicitly non-binding; however, the Board has committed to consider the results and to factor significant negative votes into future compensation program decisions. Relevant context includes strong 2025 financial results, payout outcomes above target under the 2025 AIP and the settlement of PSUs at maximum levels for 2025, as well as the special one-time $5.0 million RSU retention award granted to the CEO in connection with his employment letter. The Compensation Committee highlights governance features intended to mitigate risk and align incentives, including use of multiple performance metrics, payout caps, an independent compensation consultant (Meridian), stock ownership guidelines, and a clawback policy. Opponents or skeptical investors may view certain elements — notably the CEO’s one-time retention RSU, material discretionary adjustments, and the impact on CEO pay ratios — as reasons for scrutiny despite strong company performance. The practical effect of a negative advisory vote would be reputational pressure on the Board and Compensation Committee rather than a direct change to pay already granted, but management would be expected to engage with stockholders and potentially modify program features. Given the Board’s rationale and governance safeguards, it recommends a vote FOR, arguing the program aligns executive rewards with multi-year financial and operational metrics and supports retention of key leadership.

This proposal seeks stockholder approval to adopt the 2026 Long-Term Incentive Plan, which would provide an Absolute Share Limit of 5.45 million new shares plus any remaining shares available under the prior 2013 Plan, enabling the Company to continue granting equity-based awards after the 2013 Plan’s effective expiration. Management argues the plan is essential to maintain a competitive equity compensation program (PSUs and RSUs) used to attract, retain and motivate executives and key employees, linking long-term pay to performance and stockholder value. The Compensation Committee considered historical share usage, burn rate (three‑year average ~0.53%), and potential dilution, estimating that the new pool would raise total potential dilution (overhang) materially from about 3.37% to approximately 7.26%, and projects the requested shares could last roughly ten years under current practices. The 2026 Plan also incorporates governance-friendly changes — a prohibition on liberal share recycling, a $750,000 annual limit on non-employee director compensation, a clarified definition of Change in Control, and a prohibition on dividends or dividend equivalents on unvested awards — designed to address common investor concerns about dilution and plan design. The Board emphasizes prudent stewardship, citing that this is the first share request in nearly a decade, active share repurchases and the committee’s conservative grant practices as mitigants to dilution. From an investor perspective, the trade-off is between near-term dilution and the longer-term retention and alignment benefits that equity awards provide; the plan’s structural limits and performance-based award focus reduce, but do not eliminate, dilution concerns. The Board recommends FOR, arguing that without a new pool the Company would be forced to overhaul compensation away from equity, risking retention and alignment with stockholders; the Company will file a Form S-8 for registered shares if the plan is approved.