Eilif Serck-Hanssen
LAUREATE EDUCATIONAbout Eilif Serck-Hanssen
President & CEO of Laureate Education since January 2018; age 59; Director since 2018; Associate Chartered Accountant (ACA). Education: B.S. Civil Engineering (Western Norway University of Applied Sciences), B.A. Management Science (University of Kent at Canterbury), MBA (Chicago Booth) . 2024 performance: revenue $1,566.6M, operating income $374.0M, net income $296.4M; enrollments 472,000; buyback authorization increased to $200M, reflecting strong free cash flow . Pay-versus-performance shows CAP tracking TSR and profitability; 2024 TSR value of $223.24 on $100 initial investment, NI $296.4M, Adjusted EBITDA Margin 28.7% . Board asserts TSR of 190% since his CEO tenure and ~$3B capital returned to shareholders .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Laureate Education | President & CEO | Jan 2018–present | Led strategy execution, margin expansion, capital returns; board cites significant TSR outperformance |
| Laureate Education | President & Chief Administrative Officer; also CFO | Mar–Dec 2017 | Transition leadership; financial oversight through strategic shifts |
| Laureate Education | EVP & CFO | 2008–Mar 2017 | Financial leadership across portfolio simplification and growth |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| XOJET, Inc. | CFO; President of International Operations | Not disclosed | Aviation ops/finance leadership |
| Eos Airlines, Inc. | Founding team; EVP & CFO | Not disclosed | Built premium airline; finance leadership |
| US Airways, Inc. | Senior Vice President & Treasurer | Not disclosed | Corporate finance and treasury leadership |
| Northwest Airlines, Inc. | Executive positions | Not disclosed | Airline operating/finance roles |
| PepsiCo, Inc. | Various international roles | 5+ years | Global operating and finance experience |
| PricewaterhouseCoopers LLP (Coopers & Lybrand Deloitte) | London | 3 years | Accounting and audit foundation |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 850,000 | 850,000 | 880,000 (3.5% increase Mar 1, 2024) |
| Target Bonus (% of Salary) | 130% | 130% | 130% |
| Target LTI (% of prior year-end base) | 270% | 270% | 300% (50% PSUs / 50% RSUs) |
Note: Effective Jan 1, 2025, base salary increases to $1,000,000; annual target LTI set at 350% of base; one-time $5,000,000 retention RSU grant with 50% vesting on Dec 12, 2025 and 50% on Dec 12, 2026; six-month mutual notice for termination/resignation .
Performance Compensation
2024 Annual Incentive Plan (AIP) – Corporate Metrics and Outcomes
| Metric | Weight | Target | Actual | Payout % |
|---|---|---|---|---|
| Adjusted Financing EBITDA (USD Mm) | 40% | 447.4 | 452.4 | 43% |
| Revenues (USD Mm) | 30% | 1,552.7 | 1,575.0 | 34% |
| New Enrollments (#) | 20% | 253,800 | 252,400 | 19% |
| Unlevered Free Cash Flow (USD Mm) | 10% | 164.9 | 195.8 | 19% |
| Organizational Multiplier | — | — | — | 116% |
| AIP Payout Detail | 2024 |
|---|---|
| CEO Target AIP ($) | 1,144,000 |
| CEO Actual AIP ($) | 1,381,952 |
| Actual vs Target (%) | 121% |
Design features: 0 payout if Adj Financing EBITDA <85% of target; capped individual multiplier; constant-currency adjustments; payout cap generally 200% .
2024 PSU Outcomes (one-year tranches of multi-year PSU awards)
| Year of Grant (2024 tranche) | Metric | Target | Actual | Vesting Outcome |
|---|---|---|---|---|
| 2023 | Adjusted EBITDA Margin (%) | 28.2 | 28.7 | 100% |
| 2023 | Total Enrollment (#) | 462,000 | 472,000 | 100% |
| 2024 | Adjusted EBITDA Margin (%) | 28.5 | 28.7 | 100% |
| 2024 | Total Enrollment (#) | 460,000 | 472,000 | 100% |
LTI design: PSUs and RSUs each 50%; PSUs vest in three equal annual tranches subject to Adjusted EBITDA Margin and Total Enrollment; RSUs vest in three equal annual installments on Dec 31 for year of grant and subsequent two years .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 989,222 shares (as of Mar 25, 2025) |
| Shares Outstanding | 149,152,936 (Mar 25, 2025) |
| Ownership % of Outstanding | ~0.66% (989,222 / 149,152,936) |
| Exercisable Options (within 60 days) | 245,368 shares |
| Unvested RSUs (selected grants) | 35,300 (02/18/22); 26,629 (02/15/23); 7,581 (11/08/23); 69,511 (02/05/24) |
| Unearned PSUs (selected grants) | 53,258 (02/15/23); 15,163 (11/08/23); 104,266 (02/05/24) |
| Ownership Guidelines | CEO 5x base salary; retain 75% of net shares until compliant |
| Hedging/Pledging | Prohibited for executives/directors; no margin accounts |
Insider activity and vesting signal: On Mar 15, 2025, a Form 4 reports 41,031 shares withheld to satisfy taxes upon vesting (“F”), at $18.89; post-transaction direct beneficial ownership 1,202,575 shares . One-time CEO retention RSUs granted Jan 2, 2025 vest 50% on Dec 12, 2025 and 50% on Dec 12, 2026 under the 2024 CEO Letter Agreement .
Employment Terms
| Term | Detail |
|---|---|
| CEO Letter Agreement (Dec 12, 2024) | Base $1,000,000 (effective Jan 1, 2025); target bonus 130%; one-time $5,000,000 RSU vesting 50% on Dec 12, 2025 and Dec 12, 2026; annual target LTI = 350% of base from 2025 onward; six-month mutual notice; special vesting and severance protections on certain terminations |
| Severance – No CIC (qualifying term) | CEO: 1.5x salary + target bonus (paid over 18 months); 18 months medical; 9 months outplacement |
| Severance – CIC + qualifying termination | CEO: 2.0x salary + target bonus (lump sum); pro-rated target AIP; 18 months medical; 9 months outplacement |
| Equity Treatment (general) | Death/disability: next RSU vesting; PSUs vest if annual performance achieved; CIC+qualifying termination: assumed awards accelerate (DER cash payable) |
| Excise Taxes | “Best net” cut vs full pay; no tax gross-up |
| Clawback | Complies with SEC/Nasdaq; recovery on restatement; award-level clawbacks for confidentiality/non-compete/non-solicit breaches |
| Non-Compete (policy reference) | Two-year covenant under executive severance arrangements noted in 2023 disclosure |
| Anti-Hedging/Pledging | Prohibited; no margin accounts |
| Insider Trading Policy | On file; covers directors/officers/employees/contractors |
2024 potential severance values (illustrative, as of Dec 31, 2024): CEO $3.11M without cause; $9.82M if CIC+qualifying termination (includes equity acceleration values) .
Board Governance
- Board service: Director since 2018; not independent under Nasdaq rules; no committee memberships .
- Board leadership: roles of Chair and CEO separated since 2018; current independent Chair is Andrew B. Cohen (Chair since Sep 2024) .
- Attendance: Board met seven times in 2024; all Directors attended ≥75% of meetings; all attended the 2024 annual meeting .
- Committee structure: Audit & Risk; Compensation; Nominating & Corporate Governance; Education; all members independent; committee responsibilities detailed .
- Director compensation: CEO receives no separate director compensation .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay approval (%) |
|---|---|
| 2024 | 96.5% |
| 2023 | 95.2% |
Compensation Peer Group (performance graph reference)
Adtalem (ATGE), Ânima (ANIM3), Cogna (COGN3), Grand Canyon (LOPE), Strategic Education (STRA), YDUQS (YDUQ3) .
Compensation Structure Analysis
- Mix and evolution: shift away from stock options (none granted since 2019) toward PSUs/RSUs; PSUs are performance-based; RSUs time-based; increased use of retention RSUs (e.g., CEO $5M one-time grant in 2025) indicates added retention focus and potential reduction in at-risk pay proportion for that tranche .
- AIP metrics are multi-faceted and growth/quality oriented: Adjusted Financing EBITDA (40%), Revenue (30%), New Enrollments (20%), Unlevered FCF (10%); use of constant currency and defined thresholds reduces volatility and gaming risk .
- Governance controls: clawback policy; ownership guidelines; anti-hedging/pledging; independent consultant (Meridian) since 2019 .
- One-time CEO retention RSU accelerates upon termination without cause/death/disability; vesting structure (two dates) creates concentrated vest windows (Dec 12, 2025/2026) potentially increasing net-share settlement activity .
Risk Indicators & Red Flags
- Special retention awards with acceleration on certain terminations (CEO $5M RSU) can reduce performance linkage and increase severance equity value (watch governance optics) .
- CEO pay ratio high due to international adjunct-heavy workforce; 2024 ratio 733:1 (illustrative of labor mix, not necessarily overpay) .
- Related-party share repurchases with Wengen-affiliated entities approved by Audit & Risk (governance process documented) .
- No hedging/pledging allowed; no CIC tax gross-ups; robust clawback — risk-mitigating features .
Vesting Schedules and Insider Selling Pressure
- PSU tranches settle mid-March annually (e.g., tranches vested and settled March 2025) .
- Annual RSUs vest Dec 31 each year; CEO one-time retention RSUs vest Dec 12, 2025 and Dec 12, 2026 .
- Example: Form 4 shows tax withholding on vest (41,031 shares at $18.89 on 3/15/2025; resulting direct ownership 1,202,575), indicating potential net-share settlements around vest dates .
Investment Implications
- Alignment: Strong pay-for-performance architecture with multi-metric AIP and PSU designs; ownership guidelines and anti-hedging/pledging support alignment .
- Retention: CEO compensation enhanced for retention (base increase to $1.0M; LTI at 350% of salary; $5M retention RSU); board highlights leadership continuity as critical — supports execution consistency but watch for balance between retention and performance risk .
- Trading signals: Concentrated vest dates (mid-March and year-end; Dec 12 retention RSUs) may create predictable net-share settlement flow; monitor Form 4s around these windows for supply dynamics .
- Execution track record: Strong 2024 financials and margin expansion; high say-on-pay support; TSR performance outpaced indices during tenure — supports confidence in strategic execution .