Barbara Mair
LAUREATE EDUCATIONAbout Barbara Mair
Barbara Mair, age 63, is an independent director of Laureate Education, Inc. (LAUR) serving since 2022. She chairs the Education Committee and is a member of the Audit and Risk Committee, bringing operating experience in higher education and technology. She holds a B.A. from Dartmouth College and a Master of Technology in Education from the University of British Columbia .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Universidades Aliat (Mexico) | Chief Executive Officer | 2012–2015 | Led a network of universities; previously COO (2011) |
| Medida y Compas S.C. | Partner | 2003–2010 | Strategy consulting |
| HP | General Manager | 2002–2003 | General management in tech sector |
| Compaq Computer Corporation | General Manager | 1993–2002 | General management in tech sector |
| Unisys | Various systems, marketing, and sales management roles | 1984–1993 | Early career in IT/operations |
| Muktek | Partner | 2017–2019 | Coding bootcamps; workforce development |
| Workforce Digital | Partner | 2018–2019 | Robotic process automation |
| Smart Force | Partner | 2019–Present | Digital business solutions |
External Roles
| Organization | Role | Type | Tenure/Notes |
|---|---|---|---|
| Various boards in Mexico | Director | Public, private, nonprofit (Mexico) | Service since 2001 (not U.S. public companies) |
| Current U.S. public company boards | — | — | None |
| Prior U.S. public company boards (past five years) | — | — | None |
Board Governance
- Independence and attendance: The Board determined all director nominees other than the CEO are independent; all directors attended at least 75% of Board and applicable committee meetings in 2024. The Board held 7 meetings; committees held 30 meetings in aggregate in 2024 .
- Board leadership: The Board is chaired by independent director Andrew B. Cohen, separating Chair and CEO roles .
| Committee | Role (Mair) | 2024 Meetings | Key Responsibilities |
|---|---|---|---|
| Audit and Risk | Member | 9 | Oversees financial reporting, internal controls, auditor selection/compensation, compliance and ethics, enterprise risk (including legal/regulatory and cybersecurity), and reviews/approves related-party transactions |
| Education | Chair | 4 | Oversight of education strategy, accreditation/quality assurance, academic outcomes, online/distance learning, tech infrastructure, partnerships and faculty development |
- Audit Committee effectiveness: The committee met with internal and external auditors (with and without management), reviewed PwC independence, and recommended inclusion of the 2024 audited financials in the 10-K; PwC was selected for FY2025 .
Fixed Compensation
- Laureate’s 2024 non-employee director pay framework: Annual Board retainer $200,000 (paid as $75,000 cash + $125,000 RSUs); Committee retainers paid 100% in cash; Education Chair $15,000; Audit Member $15,000. No changes were made in 2024 .
| Component (2024) | Amount | Evidence |
|---|---|---|
| Annual Board Retainer (cash portion) | $75,000 | |
| Audit & Risk Committee – Member | $15,000 | |
| Education Committee – Chair | $15,000 | |
| Total Cash Fees (Mair) | $105,000 |
Performance Compensation
- Structure: Annual equity retainer delivered as time-vested RSUs and a common stock grant for most non-employee directors (excluding certain exceptions). RSUs for 2024 vested in three installments at the end of Q2, Q3, and Q4 2024, subject to continued service. Grant date was May 30, 2024 .
| Equity Award (Grant date 5/30/2024) | Quantity/Value | Vesting/Terms |
|---|---|---|
| RSUs | 5,968 units | Vested ratably at end of Q2, Q3, Q4 2024 (service condition) |
| Common Stock | 1,989 shares | As part of annual retainer (time-based) |
| Grant Date Fair Value (Total) | $125,004 | ASC 718 grant-date value |
No stock option awards were disclosed for Ms. Mair in the 2024 director compensation table .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current U.S. public boards | None |
| Prior U.S. public boards (past five years) | None |
| Potential interlocks/conflicts | Proxy does not disclose any related-party transactions involving Ms. Mair; the Audit & Risk Committee (of which she is a member) reviews and approves related-party transactions . |
Expertise & Qualifications
- Higher education leadership (former CEO and COO of a Mexican university network) and technology/operations leadership in global tech companies (Unisys, Compaq, HP) .
- Governance/education oversight credentials aligned with Education Committee chair role; background includes board service in Mexico since 2001 .
- Education: B.A., Dartmouth College; Master of Technology in Education, University of British Columbia .
Equity Ownership
| Item | Value | As-of / Notes |
|---|---|---|
| Shares beneficially owned | 23,940 | As of March 25, 2025 |
| Percent of class | <1% | Starred “less than one percent” in proxy table |
| RSUs/PSUs vesting within 60 days | None | As of March 25, 2025 (“There are no PSUs or RSUs scheduled to vest within the next 60 days.”) |
| Director stock ownership guidelines | Expected to own at least 5x the cash portion of the annual Board retainer (currently $75,000); until compliant, retain 75% of net shares from each award | Applies to independent directors; time to compliance not specified |
Governance Assessment
- Investor support: At the 2025 Annual Meeting, Mair received 134,692,871 “For” votes vs 718,829 “Withheld,” indicating strong support; say‑on‑pay also passed (For: 130,692,930; Against: 4,667,261; Abstain: 51,509) .
- Independence and engagement: Board affirmatively determined independence; all directors met at least the 75% attendance expectation in 2024. Mair holds two governance-intensive assignments (Audit member, Education Chair) and serves on a Board chaired by an independent director .
- Pay alignment: 2024 compensation mix emphasizes equity via time-based RSUs and a stock grant ($125,004 equity vs $105,000 cash), plus committee retainers directly tied to committee responsibility (Audit member, Education chair), signaling alignment and role-based accountability .
- Conflicts/related-party oversight: No related‑party transactions involving Ms. Mair disclosed; as an Audit & Risk Committee member, she has oversight responsibility for related-party reviews and approvals, and the committee expressly oversees ethics/compliance and major enterprise risks .
- RED FLAGS: None disclosed related to Ms. Mair on attendance, pledging/hedging, related‑party transactions, or option repricings. The Board maintains standard conflict review processes via the Audit & Risk Committee .