Form 4: Laureate Education Director Andrew Cohen Receives 2025 Annual Stock and RSU Grant

Laureate Education, Inc. Director Andrew B. Cohen was granted 10,395 shares of common stock and restricted stock units as part of his 2025 annual director and chairman retainers, aligning his interests with shareholders.

Summary

• Andrew B. Cohen, a Director of Laureate Education, Inc. (LAUR), received a grant of 10,395 shares of common stock on May 22, 2025.
• This grant comprises 1,981 shares of common stock and 8,414 restricted stock units (RSUs).
• The grant is part of his 2025 annual retainer for non-employee director service and the 2025 annual chairman retainer.
• Each RSU represents a contingent right to receive one share of Laureate Education's Common Stock.
• The RSUs are scheduled to vest in three installments at the end of each remaining calendar quarter of 2025, contingent upon Mr. Cohen's continued service as a director.
• Following this transaction, Mr. Cohen beneficially owns 60,104 shares directly.

Sentiment

Score: 7

Explanation: The grant of equity to a director is a positive sign of alignment between management/board and shareholder interests. It's a routine compensation event, not indicative of extraordinary performance, but generally viewed favorably for governance.

Positives

• The grant of shares and restricted stock units to Director Andrew B. Cohen aligns his interests with those of the company's shareholders.
• The compensation structure, including RSUs, incentivizes continued service and performance, as vesting is contingent on remaining a director through 2025.

Negatives

• The grant of new shares could result in minor dilution for existing shareholders, although this is standard practice for director compensation.

Risks

• The Reporting Person disclaims beneficial ownership of the securities reported, except to the extent of his pecuniary interest, and also disclaims ownership of securities beneficially owned by affiliates of CPV Holdings, LLC, which could introduce complexity regarding ultimate beneficial ownership.
• The vesting of RSUs is contingent on continued service, meaning the full benefit is not immediately realized if the director ceases to serve.

Future Outlook

The RSUs granted to Andrew B. Cohen are scheduled to vest in three installments at the end of each remaining calendar quarter of 2025, provided he continues to serve as a director.

Management Comments

• "On May 22, 2025, Laureate Education, Inc. (the 'Issuer') granted to the Reporting Person an aggregate of 10,395 shares of common stock... as part of the Issuer's (i) 2025 annual retainer for non-employee director service... and (ii) the 2025 annual chairman retainer."
• "Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. The RSUs will vest in three installments at the end of each of the remaining calendar quarters of 2025, provided that the Reporting Person continues to serve as a director of the Issuer's Board."
• "The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein, if any."

Industry Context

This Form 4 filing reflects a standard practice in corporate governance where publicly traded companies compensate non-employee directors with equity, such as common stock and restricted stock units (RSUs), to align their interests with long-term shareholder value. This is a common mechanism across various industries to attract and retain qualified board members.

Comparison to Industry Standards

• The use of equity compensation (common stock and RSUs) for non-employee directors is a widely adopted practice across U.S. public companies, including those in the education sector.
• The vesting schedule for RSUs, tied to continued service, is a typical mechanism to ensure director retention and commitment.
• The disclaimer of beneficial ownership for securities held by affiliates (CPV Holdings) is also a standard legal disclosure in such filings, particularly when directors have affiliations with investment firms that hold significant stakes in the company.

Corporate Governance

Related Party Transactions

• The reporting person, Andrew B. Cohen, is an employee of an affiliate of CPV Holdings, LLC. While CPV Holdings affiliates have made separate Section 16 filings, Mr. Cohen disclaims beneficial ownership of securities deemed owned by CPV Holdings affiliates. This indicates a relationship where CPV Holdings may have a significant stake in Laureate Education, and Mr. Cohen's role as a director could be influenced by this affiliation.

Stakeholder Impact

• Shareholders: The grant of equity to a director aligns their interests with shareholders, potentially leading to better long-term decision-making. However, it also involves a minor dilution from the issuance of new shares.
• Director (Andrew B. Cohen): Receives compensation for his service, with a portion tied to future performance and continued service, providing a direct financial incentive.

Next Steps

• The 8,414 restricted stock units (RSUs) will vest in three installments at the end of each remaining calendar quarter of 2025, contingent on Andrew B. Cohen's continued service as a director.

Key Dates

Keywords

Laureate Education, LAUR, Form 4, insider transaction, director compensation, stock grant, restricted stock units, RSUs, Andrew B. Cohen, equity compensation, corporate governance