Kenneth W. Freeman
LAUREATE EDUCATIONAbout Kenneth W. Freeman
Kenneth W. Freeman, 74, is an independent director of Laureate Education, Inc., serving since 2017; he was Chairman from 2019 to September 2024 and previously Lead Independent Director in 2018 . He is Dean Emeritus and Professor of the Practice at Boston University’s Questrom School of Business (Dean 2010–2018) and served as President Ad Interim of Boston University from August 2023 to June 2024; he also held several interim VP roles at BU between 2020–2023 . Earlier, he was Chairman and CEO of Quest Diagnostics (1997–2004), President & CEO of Corning Clinical Laboratories (1995–1996), held management and finance roles at Corning Incorporated, and joined KKR in 2005 (Senior Advisor 2010–2014), engaging primarily with healthcare and industrial teams; he currently is a director of Lightcast . He holds a B.S.B.A. from Bucknell University and an M.B.A. from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quest Diagnostics Incorporated | Chairman & Chief Executive Officer | 1997–2004 | Led transformation of predecessor Corning Clinical Laboratories into Quest Diagnostics |
| Corning Clinical Laboratories (predecessor to Quest Diagnostics) | President & Chief Executive Officer | 1995–1996 | Predecessor platform to Quest Diagnostics |
| Corning Incorporated | Various general management and financial roles | Pre-1995 | Finance and operating leadership roles |
| KKR | Joined; Senior Advisor | Joined 2005; Senior Advisor 2010–2014 | Worked with healthcare and industrial teams |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Boston University | President Ad Interim | Aug 2023 – Jun 2024 | University leadership across transition period |
| Boston University | VP & Associate Provost (various interim and VP roles) | 2020–2023 | Interim VP HR (2020–2021); Interim VP Online Learning (2022); VP & Associate Provost (Sep 2022–Jul 2023) |
| BU Questrom School of Business | Allen Questrom Professor & Dean; later Dean Emeritus & Professor of the Practice | Dean 2010–2018; Dean Emeritus/Professor since 2018 | Academic leadership and governance |
| Lightcast | Director | Current | Private company directorship |
| U.S. Public Company Boards | Current: None; Prior 5 years: None | — | As disclosed in the proxy |
Board Governance
- Independence: The Board affirmatively determined Freeman is independent under Nasdaq rules; only the CEO is non-independent among nominees .
- Committee assignments (2024): Compensation (Member), Nominating & Corporate Governance (Member), Education (Member) .
- Chair roles: Former Chairman (2019–Sep 2024); former Lead Independent Director (2018) .
- Board/Committee activity and attendance: Board met 7 times in 2024; committees held 30 meetings (Audit 9; Compensation 6; Nominating 5; Education 4). All directors attended at least 75% of Board and applicable committee meetings, and each attended the 2024 annual meeting .
- Board leadership: An independent Chair leads the Board; roles of Chair and CEO are separated (since 2018) .
| Governance Element | Detail |
|---|---|
| Independence status | Independent director |
| Years on LAUR board | Director since 2017 |
| Current committees | Compensation (M); Nominating & Governance (M); Education (M) |
| 2024 meeting cadence | Board 7; Audit 9; Compensation 6; Nominating 5; Education 4 |
| Attendance | ≥75% for all directors; all attended 2024 annual meeting |
Fixed Compensation
| Component (Non-Employee Directors) | 2024 Amount | Form/Notes |
|---|---|---|
| Annual Board Retainer | $200,000 | $75,000 cash / $125,000 RSUs; RSUs vest quarterly in arrears |
| Independent Chairman Retainer (if applicable) | $125,000 | $75,000 cash / $50,000 RSUs; in addition to Board retainer |
| Committee Retainer – Audit & Risk | Member: $15,000; Chair: $25,000 | Cash |
| Committee Retainer – Compensation | Member: $10,000; Chair: $15,000 | Cash |
| Committee Retainer – Nominating & Governance | Member: $7,500; Chair: $15,000 | Cash |
| Committee Retainer – Education | Member: $10,000; Chair: $15,000 | Cash |
| Kenneth W. Freeman – 2024 Director Compensation | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Amounts Paid/Granted | 156,970 | 159,566 | 316,536 |
| Vesting/Structure | — | RSUs vest ratably at end of Q2, Q3, Q4 2024, subject to service | — |
| Grant Detail | — | 2,785 common shares and 7,372 RSUs granted (includes prorated Chairman retainer in 2024) | — |
| Citations |
Stock ownership guidelines for directors: Each independent director is expected to own shares equal to or greater than 5x the cash portion of the annual board retainer (currently 5 × $75,000 = $375,000); until compliant, directors are expected to retain 75% of net shares from each vest/earn-out. No time limit is specified .
Performance Compensation
Directors do not receive performance-based bonuses; equity compensation is time-based RSUs.
| Equity Component | Terms | 2024 Freeman Grants | Notes |
|---|---|---|---|
| RSUs (Director) | Vest quarterly in arrears during service year | 7,372 RSUs; 2,785 common shares also granted (Board + prorated Chairman retainers) | No options; no performance metrics apply to director equity |
Other Directorships & Interlocks
| Category | Company/Entity | Role | Notes |
|---|---|---|---|
| Current U.S. public boards | None | — | As disclosed |
| Prior U.S. public boards (past 5 years) | None | — | As disclosed |
| Private/Non-profit | Lightcast | Director | Current |
| Network context | KKR | Former Senior Advisor (2010–2014) | Wengen Investors (pre-IPO sponsor group) include KKR; no related-party transactions involving Freeman disclosed |
- Related-party environment: 2024–2025 repurchases from entities affiliated with certain directors (e.g., Torreal entities linked to director Pedro del Corro; Snow Phipps entities linked to director Ian K. Snow) were reviewed and approved by the Audit & Risk Committee as related-party transactions . CPV/Snow Phipps nomination rights under the Wengen Securityholders Agreement expired Dec 31, 2024, reducing sponsor designation influence going forward .
Expertise & Qualifications
- Former Fortune 500 CEO (Quest Diagnostics), extensive operating and financial leadership in healthcare and industrials; private equity experience (KKR) .
- Significant academic leadership (Dean; President Ad Interim) at Boston University; governance, succession, and organizational development expertise .
- Education: B.S.B.A. (Bucknell); M.B.A. (Harvard Business School) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Kenneth W. Freeman | 96,682 | <1% |
| Citation |
- Hedging/pledging: Company policy prohibits directors from engaging in any form of hedging transactions, holding Laureate securities in margin accounts, or pledging Laureate securities as collateral; no exceptions disclosed .
- Director stock ownership guideline: ≥5× $75,000 cash retainer; retention requirement: 75% of net shares until met; compliance by individual directors not separately disclosed .
Governance Assessment
-
Positives
- Independent, long-tenured board leader (former Chair and LID) with broad operating, private equity, and academic governance experience; serves on three key committees (Compensation, Nominating & Governance, Education), enhancing board effectiveness .
- Strong board process indicators: all directors met ≥75% attendance; independent chair; separated Chair/CEO roles; active committees with clear mandates .
- Alignment and safeguards: anti-hedging/pledging policy; director ownership guidelines (5× cash retainer); quarterly RSU vesting driving ongoing alignment .
- Shareholder support signal: Say-on-Pay approved with 96.5% of votes cast in 2024, indicating strong investor confidence in compensation governance .
-
Watch items
- Related-party share repurchases in 2024–2025 involving entities affiliated with certain directors were appropriately routed through and approved by the Audit & Risk Committee; ongoing monitoring remains prudent, though CPV/Snow Phipps designation rights expired 12/31/2024, reducing sponsor influence .
- No public-company directorships currently reported for Freeman limits potential interlock conflicts but also reduces external market oversight exposure; ensure continued focus on board refreshment and skills mix over time .
-
RED FLAGS
- None disclosed specific to Freeman: no related-party transactions, no pledging, and independence affirmed by the Board .