Andrew B. Cohen
LAUREATE EDUCATIONAbout Andrew B. Cohen
Andrew B. Cohen, age 53, is Chairman of the Board and an independent director of Laureate Education, Inc., serving on the Board since 2013; he became Chairman in September 2024 after serving as Vice Chairman from May 2023 to August 2024 . He is Chief Investment Officer and Co‑Founder of Cohen Private Ventures, LLC; prior roles include analyst/portfolio manager at S.A.C. Capital Advisors (2002–2005; 2010–2014), Managing Director/Partner at Dune Capital Management (2005–2009), and earlier roles at Morgan Stanley (real estate, principal investing, and M&A) . Cohen holds a B.A. from the University of Pennsylvania and an M.B.A. from The Wharton School . The Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cohen Private Ventures, LLC | Chief Investment Officer & Co‑Founder | Not stated | Family office investing; long‑term private investments |
| S.A.C. Capital Advisors, L.P. | Analyst & Portfolio Manager | 2002–2005; 2010–2014 | Investment management; predecessor to Cohen Private Ventures |
| Dune Capital Management LP | Managing Director & Partner | 2005–2009 | Investment management |
| Morgan Stanley | Analyst (Real Estate & MSREF), Associate (M&A) | Not stated | Early career in principal investing and M&A |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| New York Mets Baseball Club | Vice Chairman; minority owner | Not stated | Board member |
| PGA TOUR | Director; Chair, Finance & Audit Committee | Not stated | Finance and audit oversight |
| Johns Hopkins Berman Institute of Bioethics | National Advisory Board (member) | Not stated | Advisory role |
| The Gilman School | Trustee; Investment Committee member | Not stated | Governance and investment oversight |
| TGL (Golf League) | Board of Governors; New York team representative | Not stated | League governance |
| Republic First Bancorp, Inc. | Prior U.S. public company director (past 5 years) | Not stated | Prior public company directorship |
Board Governance
- Board leadership: Independent Chair structure; roles of Chairman and CEO are separated, with Cohen serving as Chairman; Board views this structure as effective for oversight and shareholder interests .
- Independence: All nominees except the CEO are independent under Nasdaq standards; Cohen is independent .
- Committee memberships: Compensation Committee (member) and Nominating & Corporate Governance Committee (member) .
- Committee meeting cadence (2024): Audit & Risk (9), Compensation (6), Nominating & Corporate Governance (5), Education (4) .
- Attendance: All directors attended at least 75% of Board and applicable committee meetings in 2024; all current directors attended the 2024 annual meeting .
- Compensation governance: Meridian Compensation Partners serves as independent consultant to the Compensation Committee; the Committee concluded no conflicts of interest .
- Say‑on‑pay: 96.5% approval in 2024; Committee maintained pay approach aligned with shareholder feedback .
Fixed Compensation
| Component | Amount | Structure/Notes |
|---|---|---|
| Annual Board Retainer | $200,000 | $75,000 cash + $125,000 RSUs; RSUs vest quarterly in arrears |
| Independent Chairman Retainer | $125,000 | $75,000 cash + $50,000 RSUs; in addition to Board retainer; prorated for time served |
| 2024 Director Compensation (Cohen) – Cash | $118,995 | Cash portion earned in 2024 |
| 2024 Director Compensation (Cohen) – Stock Awards | $140,432 | Grant date fair value; awards granted May 30, 2024; vest ratably end of Q2/Q3/Q4 2024 |
| 2024 Director Compensation (Cohen) – Total | $259,427 | Cash + stock awards |
| 2024 Grants – Shares/RSUs | 1,989 shares; 6,950 RSUs | Part of 2024 Board and Chairman retainers; Chairman retainer prorated; RSUs vest quarterly in arrears |
- Note: Cohen was required by prior agreement to have the cash portion of his director fees paid to CPV Holdings, LLC .
Performance Compensation
| Equity Type | Vesting | Performance Metrics | Notes |
|---|---|---|---|
| Director RSUs | Quarterly in arrears | None (time‑based) | RSUs vested ratably in three installments at end of Q2, Q3, Q4 2024; service‑based vesting |
Directors do not receive performance‑conditioned equity or cash incentives; no meeting fees disclosed for 2024 .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current U.S. public company boards | None |
| Prior U.S. public company boards (past five years) | Republic First Bancorp, Inc. |
| CPV designation rights | CPV held rights to designate directors under the Wengen Securityholders Agreement; Cohen currently serves as the CPV‑designated director; CPV’s designation rights expired Dec 31, 2024 |
| Wengen/CPV ownership context | CPV has investment management authority over Wengen interests; CPV beneficially owns 5,694,225 shares and may be deemed to beneficially own an aggregate ~12.2% including Wengen‑related holdings with Steven A. Cohen |
| Related party transactions oversight | Audit & Risk Committee reviews and approves related‑party transactions per policy |
| Company share repurchases from director‑affiliated entities | Purchases from Torreal‑affiliated sellers (linked to director Pedro del Corro) on Mar 5, 2024; and from Snow Phipps affiliates (linked to director Ian K. Snow) on May 6, 2024 and Mar 13, 2025; each approved by Audit & Risk Committee |
Expertise & Qualifications
- Investment and governance experience across public and private markets; leadership in family office investing via Cohen Private Ventures .
- Board governance and financial oversight roles: Chair of Finance & Audit Committee at PGA TOUR; Vice Chairman and Board member of the New York Mets .
- Education: B.A., University of Pennsylvania; M.B.A., Wharton School, University of Pennsylvania .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Andrew B. Cohen | 49,709 | <1% | Beneficial ownership as of Mar 25, 2025; percent based on 149,152,936 shares outstanding |
| Director Stock Ownership Guidelines | 5x cash portion of annual board retainer | N/A | Director expected ownership equals ≥5× $75,000 cash retainer; retain 75% of net profit shares until compliant; no required time to attain; anti‑hedging/pledging rules in place |
Governance Assessment
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Strengths
- Independent Chair structure with clear role delineation; Cohen’s independence affirmed under Nasdaq rules .
- Robust committee coverage; Cohen sits on Compensation and Nominating & Corporate Governance; independent consultant (Meridian) engaged; no consultant conflicts .
- Director ownership guidelines and anti‑hedging/pledging policy support alignment and risk control .
- Strong engagement: all directors ≥75% attendance; annual meeting attendance .
- Shareholder support: 96.5% say‑on‑pay approval in 2024, signaling broad confidence in compensation governance .
-
Potential Risks / RED FLAGS
- CPV influence: Cohen is the CPV‑designated director; CPV/affiliates have significant ownership context via Wengen; governance scrutiny warranted on independence and potential influence over Board composition .
- Cash fees routed to CPV Holdings under prior agreement—monitor for perceived conflicts despite independence determination .
- Related‑party share repurchases from entities affiliated with sitting directors (Torreal; Snow Phipps), albeit approved by Audit & Risk Committee; continued vigilance on pricing and fairness is warranted .
- Historical payment to Wengen ($850,000) for tax liability related to services—Board/Audit oversight was present, but signals ongoing legacy ties requiring careful monitoring .
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Overall implication
- Cohen brings deep investment and governance expertise and serves as independent Chair; the Board exhibits strong process discipline. However, legacy Wengen/CPV structures and director‑affiliated repurchases create perception risk; continued robust Audit Committee oversight and transparent related‑party governance disclosures are essential to maintain investor confidence .