Judith Rodin
LAUREATE EDUCATIONAbout Judith Rodin
Dr. Judith Rodin (age 80) has served as an independent director of Laureate Education, Inc. since 2013. She is the former President of The Rockefeller Foundation (2005–Jan 2017) and the University of Pennsylvania (1994–2004), and previously held multiple leadership roles at Yale University. She holds a B.A. from the University of Pennsylvania and a Ph.D. from Columbia University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Rockefeller Foundation | President | 2005–Jan 2017 | Led global programs on social, economic, health and environmental challenges . |
| University of Pennsylvania | President | 1994–2004 | University leadership and institutional transformation . |
| Yale University | Chair, Dept. of Psychology; Dean of Graduate School; Provost; Faculty | Not disclosed (served 22 years) | Academic leadership across psychology and university administration . |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Athena Technology Acquisition Corp. II | Director (current U.S. public company) | Current | Board member . |
| AMR Corporation | Director (prior) | 1997–2013 | Audit Committee member . |
| Comcast Corporation | Director (prior) | 2002–2018 | Audit and Compensation Committees . |
| Citigroup Inc. | Director (prior) | 2004–2017 | Compensation Committee member . |
Board Governance
| Item | Details |
|---|---|
| Independence | Board determined Dr. Rodin is independent under Nasdaq rules (all nominees independent except the CEO) . |
| Committee Assignments | Chair: Nominating & Corporate Governance; Member: Education . |
| Committee Meetings (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 . |
| ESG & Public Benefit Oversight | As Nominating & Corporate Governance Chair, committee oversees ESG strategy, policies, reporting, and public benefit obligations . |
| Anti-Hedging/Pledging | Company prohibits hedging and pledging by directors . |
Fixed Compensation
| Component (2024) | Amount/Structure | Notes |
|---|---|---|
| Annual Board Retainer | $200,000 total (paid as $75,000 cash + $125,000 RSUs) . | Program-level structure for non-employee directors . |
| Committee Retainers | Nominating & Corporate Governance Chair: $15,000; Education Member: $10,000 (cash) . | Aligns with her roles . |
| 2024 Cash Paid (Rodin) | $100,000 | Matches $75,000 Board cash + $15,000 NCG Chair + $10,000 Education Member . |
| 2024 Stock Awards (Rodin) | $125,004 grant-date fair value | Granted 1,989 shares of common stock and 5,968 RSUs in 2024; RSUs vest ratably at end of Q2, Q3, Q4 2024, subject to service . |
Performance Compensation
| Metric/Instrument | Structure | 2024 Detail |
|---|---|---|
| Director performance-based pay | None | Director equity is time-based RSUs; no performance conditions disclosed . |
| 2024 RSU Grant | Time-based; vests quarterly in arrears | 5,968 RSUs; plus 1,989 common shares granted as part of 2024 annual retainer . |
Other Directorships & Interlocks
- Current public company board: Athena Technology Acquisition Corp. II .
- Prior public company boards: AMR (Audit), Comcast (Audit, Compensation), Citigroup (Compensation) .
- Interlocks/related-party exposure at Laureate: No transactions involving Dr. Rodin disclosed; related-party transactions in 2024–2025 involved Wengen/affiliates and certain investors, not Dr. Rodin .
Expertise & Qualifications
- Education: B.A. (University of Pennsylvania); Ph.D. (Columbia University) .
- Domains: Education leadership, resilience, impact investing, philanthropy; global advisory/speaking .
- Sector relevance: Deep governance and ESG oversight experience via chairing Laureate’s Nominating & Corporate Governance Committee .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial Ownership (shares) | 89,497 shares as of March 25, 2025 . |
| Shares Outstanding (reference) | 149,152,936 as of record date (Mar 25, 2025) . |
| Ownership % of Class | ~0.06% (89,497 / 149,152,936) . |
| Reference Share Price | $18.29 (12/31/2024 closing price used in proxy valuation) . |
| Estimated Holding Value (ref price) | ~$1.64 million (89,497 × $18.29) . |
| Director Ownership Guideline | ≥5× cash portion of annual retainer (≥$375,000 equivalent in shares) . |
| Compliance Assessment | Exceeds guideline based on proxy reference valuation . |
| Hedging/Pledging | Prohibited for directors . |
Governance Assessment
-
Strengths
- Independent director with long-standing governance leadership; chairs Nominating & Corporate Governance Committee overseeing ESG and public benefit obligations—key for stakeholder trust .
- Solid engagement indicators: Board had 7 meetings; committees 30 in aggregate; all directors ≥75% attendance; Rodin’s multiple roles suggest active involvement .
- Strong alignment: Balanced cash/equity director pay; meaningful personal ownership estimated at ~$1.64M vs guideline minimum ~$375k; anti-hedging/pledging policy .
- No Rodin-specific related-party or conflict disclosures; Audit & Risk Committee screens related transactions .
-
Watch items
- Tenure since 2013 (12+ years) and age 80—Board notes importance of refreshment, though she continues to chair core governance functions; investors may monitor succession/refreshment pacing .
- Director equity is time-based (no performance conditions), which is typical but offers less direct performance linkage; however, pay levels are modest and ownership requirements partially mitigate this .
-
Broader sentiment signal
- Company’s 2024 Say‑on‑Pay support was 96.5%, indicating broad investor confidence in compensation governance; while focused on executives, it reflects overall governance credibility under the Board’s oversight .
Director Compensation (2024 detail)
| Name | Fees Earned (Cash) | Stock Awards (Grant-Date FV) | Total |
|---|---|---|---|
| Judith Rodin | $100,000 | $125,004 | $225,004 . |
Program reference: Annual Board retainer $200,000 (cash $75,000 / RSUs $125,000); NCG Chair $15,000; Education Member $10,000; RSUs vest quarterly in arrears .
Related Party & Conflicts Review
- Policy: Audit & Risk Committee reviews and approves related-party transactions; considers materiality, independence impairment, and best interest of the company .
- 2024–2025 disclosed transactions: Payments/repurchases involving Wengen and certain investors (e.g., Snow Phipps, Torreal), approved by Audit & Risk; no disclosures involving Dr. Rodin .
- Director independence: Affirmatively determined independent (Rodin) .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay approval (2024): 96.5% “for”; Compensation Committee considers these results in ongoing program design .
Compensation Structure Notes (Directors)
- No meeting fees; annual retainers and committee retainers as above; RSUs vest quarterly; stock ownership guideline requires retention of 75% of net profit shares until compliant .
- Hedging/pledging prohibited for directors .
RED FLAGS
- None disclosed specific to Dr. Rodin: no related-party transactions, no pledging/hedging, attendance at least 75% with robust committee responsibilities . Potential investor watch item remains tenure/age relative to Board refreshment considerations noted by the company .