Aristides de Macedo
LAUREATE EDUCATIONAbout Aristides de Macedo
Aristides de Macedo, 69, is an independent director of Laureate Education, Inc. (LAUR) since 2023, currently serving on the Audit & Risk Committee and the Education Committee; he brings 30+ years of Latin American operating experience, including CEO and multi-country P&L roles in consumer and health services, and previously chaired a Laureate-affiliated university in Peru until April 2023 . The Board has affirmatively determined he is independent under Nasdaq rules; all directors (including Mr. de Macedo) attended at least 75% of Board/committee meetings in 2024 and each current director attended the 2024 annual meeting, indicating baseline engagement expectations were met .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grupo Salud del Perú S.A.C. | Chief Executive Officer | 2010–2011 | Start-up operating leadership in health services |
| Kraft Foods Inc. | President, Kraft Andean | 2007–2009 | Led Andean region P&L |
| Kraft Foods Inc. | President, Kraft Brasil | 2003–2006 | Country leadership in Brazil |
| Kraft Foods Inc. | General Manager, Kraft Venezuela | 2001–2003 | Country GM |
| Kraft Foods Inc. | General Manager, Kraft Peru | 1999–2001 | Country GM |
| Universidad Peruana de Ciencias Aplicadas (UPC), a Laureate university | Independent Chairman of the Board (Director since 2012) | Chair 2015–Apr 2023 | Oversaw governance at Laureate-affiliated university; stepped down Apr 2023 |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Alicorp S.A.A. (Peru) | Director | 2010–present | Public company directorship (Lima exchange) |
| Grupo Vázquez (Ecuador) | Director | 2020–present | Diversified sectors (automotive, retail, insurance) |
Board Governance
- Committee assignments: Audit & Risk (member) and Education (member); not a chair; Audit & Risk Committee chaired by George Muñoz, with Muñoz and William J. Davis designated as audit committee financial experts (de Macedo is not designated as a financial expert) .
- Independence: Board determined all nominees except the CEO are independent under Nasdaq rules (includes de Macedo) .
- Attendance and engagement: Board met 7 times; committees met 30 times in 2024; all directors attended ≥75% of Board/applicable committee meetings and each current director attended the 2024 annual meeting .
- Tenure: Director since 2023 .
Fixed Compensation
| Component (Directors) | 2024 Amount/Structure | Notes |
|---|---|---|
| Annual Board retainer | $200,000; $75,000 cash / $125,000 RSUs | RSUs vest quarterly in arrears . |
| Committee retainers | Audit & Risk member: $15,000 (cash); Education member: $10,000 (cash) | 100% paid in cash . |
| 2024 actual (de Macedo) | Cash: $100,000; Stock awards: $125,004; Total: $225,004 | Matches base cash ($75k) + committee cash ($25k) and annual equity retainer . |
| 2024 grant detail (de Macedo) | 1,989 shares of common stock; 5,968 RSUs granted May 30, 2024 | For all non-employee directors except noted exceptions; RSUs vested ratably end of Q2/Q3/Q4 2024 . |
Performance Compensation
| Metric | Plan | Weight | Target | Outcome |
|---|---|---|---|---|
| Not applicable to non-employee directors | Director equity is time-based RSUs (no performance metrics) | — | — | RSUs vest quarterly in arrears . |
Other Directorships & Interlocks
- Current public company boards: Alicorp S.A.A. (Peru) director since 2010; no other U.S. public company boards disclosed in past five years .
- Prior governance link to Laureate: Independent Chairman of UPC (a Laureate university) through April 2023; despite this historical affiliation, the Board classifies de Macedo as independent under Nasdaq rules .
- No disclosed related-party transactions involving de Macedo in 2024–2025; related-party buybacks involved Wengen/Snow Phipps and others, not de Macedo .
Expertise & Qualifications
- Education: B.A. in Business Administration, Fundação Getulio Vargas (Brazil) .
- Core expertise: Multi-country general management in Latin America (Peru, Brazil, Venezuela, Andean region) with deep consumer sector experience; governance experience in higher education (UPC), aligning with LAUR’s Education Committee mandate .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Approximate Value at $18.29 (12/31/2024) |
|---|---|---|---|
| Aristides de Macedo | 14,144 | <1% | ~$258,900 (14,144 × $18.29) |
- Stock ownership guidelines (directors): Expected to own shares ≥5× the cash portion of annual board retainer (i.e., 5×$75,000); until met, must retain 75% of net profit shares from vesting/earn-outs; timeline to compliance not specified .
- Hedging/pledging: Company prohibits hedging, margin accounts, or pledging by directors and executive officers, supporting alignment and risk management .
Governance Assessment
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Strengths
- Independence and relevant operating experience: Independent director with extensive Latin American operating background aligned to LAUR’s core markets; sits on Audit & Risk and Education, supporting both financial oversight and academic quality governance .
- Attendance and engagement: Company-wide disclosure indicates strong attendance; current directors attended the 2024 annual meeting .
- Pay structure and alignment: Director pay mix skews toward equity (time-based RSUs) with quarterly vesting; ownership guidelines and anti-hedging/pledging policy reinforce alignment .
- Shareholder sentiment: Say-on-pay support of 96.5% in 2024 suggests broad investor confidence in compensation governance (indirectly supportive of overall board oversight) .
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Watch items / potential conflicts
- Prior leadership at a Laureate-affiliated university (UPC) ended April 2023; Board still classifies de Macedo as independent—appropriate to monitor any ongoing ties, though none are disclosed .
- Not designated an “audit committee financial expert”; however, committee has two such experts (Muñoz and Davis), and Board affirms adequate financial and auditing knowledge across members .
- Ownership level is <1% and below guideline value when measured against the single reference price disclosed ($18.29 on 12/31/24); document does not disclose compliance status by director; retention requirement applies until guideline met .
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Red flags identified: None disclosed regarding related-party transactions, hedging/pledging, low attendance, or legal proceedings involving de Macedo; no director-specific pay anomalies disclosed .
Overall: De Macedo adds region-specific operating depth and education-sector governance experience to LAUR’s Board, with independence affirmed and active committee roles; ongoing monitoring of ownership guideline progression and any residual ties to Laureate-affiliated institutions is prudent .