Leslie S. Brush
LAUREATE EDUCATIONAbout Leslie S. Brush
Senior Vice President, Chief Legal Officer and Secretary of Laureate Education (effective April 1, 2024); previously Deputy General Counsel and Secretary (joined Laureate in 2019) . Age and education not disclosed in the proxy or related filings; skip if not disclosed. Company performance context for 2024: revenue $1,566.6M, operating income $374.0M, net income $296.4M; average AIP payout across NEOs was 116% of target; 2024 PSU tranches vested at 100% on both Adjusted EBITDA Margin and Total Enrollment metrics . Adjusted EBITDA Margin for 2024 was 28.7%; five-year CEO-tenure TSR cited at 190% (company-level) .
Past Roles
| Organization | Role | Years | Strategic impact / notes |
|---|---|---|---|
| Laureate Education, Inc. | Senior Vice President, Chief Legal Officer and Secretary | 2024–present | Promoted effective April 1, 2024 . |
| Laureate Education, Inc. | Deputy General Counsel and Secretary | 2019–Mar 2024 | Corporate secretary; continuity of governance and legal leadership . |
External Roles
- Not disclosed in the proxy or 8-K filings reviewed; no other public company directorships were identified. Skip if not disclosed.
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base salary paid (SCT) | $361,607 |
| Base salary rate after promotion (effective 4/1/2024) | $374,500 |
| Target annual bonus (% of salary) | 75% |
| Target annual bonus ($) | $280,875 |
| Actual AIP bonus paid | $325,815 |
| All other compensation | $17,250 (401(k) match) |
Performance Compensation
2024 AIP (Annual Incentive Plan) — Corporate Metrics and Outcome
| Metric | Weight | 2024 Target | 2024 Actual | Payout % |
|---|---|---|---|---|
| Adjusted Financing EBITDA (constant currency) | 40% | $447.4M | $452.4M | 43% |
| Revenues (constant currency) | 30% | $1,552.7M | $1,575.0M | 34% |
| New Enrollments | 20% | 253,800 | 252,400 | 19% |
| Unlevered Free Cash Flow (constant currency) | 10% | $164.9M | $195.8M | 19% |
| Weighted corporate component result | 100% | — | — | 116% |
| Brush AIP target and outcome | — | $280,875 | $325,815 | 116% of target |
Notes:
- Brush’s AIP was measured on corporate-level performance (not regional) .
- AIP guardrails: EBITDA threshold must be ≥85% of plan or no payout; individual multiplier capped at 200%; payout curve linear between thresholds; adjustments defined to focus on underlying business fundamentals; no adjustments were made for 2024 .
Long-Term Incentives (LTI) — Grants and Vesting Terms (2024)
| Grant date | Award type | Units (#) | Grant-date fair value ($) | Vesting schedule / conditions |
|---|---|---|---|---|
| 02/05/2024 | PSUs | 3,188 | $40,360 | One-third per year for FY2024–FY2026 performance tranches; metrics: Adjusted EBITDA Margin and Total Enrollment; settlement in shares following certification . |
| 02/05/2024 | RSUs | 3,188 | $40,360 | Time-based; three equal installments on 12/31/2024, 12/31/2025, 12/31/2026 . |
| 04/01/2024 | PSUs | 7,906 | $115,823 | Same PSU terms as above; promotion grant . |
| 04/01/2024 | RSUs | 7,906 | $115,823 | Same RSU terms as above; promotion grant . |
2024 PSU Outcomes (applies to NEOs, including Brush): For 2024 tranches, Adjusted EBITDA Margin and Total Enrollment targets were met at 100% for both 2023 and 2024 grants; tranches vested and settled in March 2025 .
Stock options: Company has not granted options since 2019; Brush shows no outstanding options .
Outstanding Equity at 12/31/2024 (Unvested)
| Award (grant date) | Unvested units (#) | Market value at $18.29 | Notes |
|---|---|---|---|
| RSUs (2/18/2022) | 1,143 | $20,905 | Time-based vesting per award terms . |
| RSUs (2/15/2023) | 1,383 | $25,295 | — . |
| RSUs (2/5/2024) | 2,125 | $38,866 | — . |
| RSUs (4/1/2024) | 5,271 | $96,407 | — . |
| PSUs (2/15/2023) | 2,766 | $50,590 | 2024–2026 annual tranches . |
| PSUs (2/5/2024) | 3,188 | $58,309 | — . |
| PSUs (4/1/2024) | 7,906 | $144,601 | — . |
Vesting calendar highlights:
- RSUs: Annual installments on 12/31 of grant year and next two years .
- PSUs: One-year performance periods for 2024, 2025, 2026; earned PSUs vest on 3/15/2025, 3/15/2026, 3/15/2027 respectively .
- 2024 vesting/settlement realized (Brush): 9,569 shares vested (PSUs and RSUs); dividend equivalents paid $15,031 on vested equity .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (3/25/2025) | 20,593 shares; <1% of outstanding . |
| Shares outstanding reference | 149,152,936 shares outstanding (basis for percentages) . |
| Additional equity noted in Form 4 footnote | Does not include 18,208 RSUs reported as beneficially owned in Form 4 (3/18/2024) . |
| Stock ownership guidelines | 3x base salary for executive officers (5x for CEO); hold 50% of net shares until compliant . |
| Hedging/pledging | Prohibited (no hedging, no margin accounts, no pledging) . |
| Clawback | Dodd-Frank/Nasdaq-compliant restatement clawback; award-level recoupment for confidentiality/non-compete/non-solicit violations . |
Employment Terms
| Provision | Without Cause / Good Reason (pre-CIC) | Change-in-Control + Qualifying Termination | Notes |
|---|---|---|---|
| Cash severance | $655,375 | $983,063 | Policy multiples: 1.0x salary+target bonus (pre-CIC); 1.5x salary+target bonus (post-CIC) for non-CEO NEOs . |
| Benefits continuation | $51,639 (est.) | $73,708 (est.) | Includes outplacement; non-CEO NEOs get 12 months medical pre-CIC and 18 months post-CIC . |
| Equity acceleration | — | $434,973 | Death/Disability acceleration value shown as $92,931; CIC+QT assumes acceleration as per award terms . |
| Triggers | Double-trigger CIC severance; “good reason” and “cause” defined in severance policy . | ||
| Tax gross-ups | None (payments reduced if needed to avoid 280G excise; no gross-up) . |
General employment arrangements for NEOs are via offer/promotion letters; 2024 AIP/2024 LTI apply per plan terms .
Company Performance Context (for pay-for-performance assessment)
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | $1,242.3M* | $1,484.3M* | $1,566.6M* |
| EBITDA | $329.3M* | $411.5M* | $442.2M* |
| EBIT | $270.2M* | $341.9M* | $374.0M* |
| Net Income - (IS) | $69.6M* | $107.6M* | $296.5M* |
| Cash from Operations | $178.2M* | $250.8M* | $232.7M* |
| Levered Free Cash Flow | $283.1M* | $316.8M* | $198.2M* |
Values retrieved from S&P Global.*
Additional disclosures: 2024 reported revenue $1,566.6M and net income $296.4M per proxy narrative .
Compensation Structure Analysis
- Mix and risk: Heavy use of variable pay through AIP and 50/50 PSUs/RSUs supports pay-for-performance; no stock options issued since 2019 (reduces leverage for upside/downside vs RSUs) .
- AIP rigor: Four-metric design with EBITDA gateway, constant-currency adjustments, and defined payout curve; 2024 paid 116% on corporate component reflecting above-target results .
- LTI performance metrics: PSUs tied to Adjusted EBITDA Margin and Total Enrollment; 2024 tranche vested 100%, evidencing alignment with profitability and growth in enrollments .
- Governance safeguards: No CIC tax gross-ups; robust clawback; anti-hedging/pledging; independent consultant (Meridian) supports compensation governance quality .
- Say-on-pay: 96.5% approval in 2024, indicating strong shareholder support .
Risk Indicators & Red Flags
- Hedging/pledging risk: Mitigated; both are prohibited by policy .
- Option repricing: None disclosed; no options granted since 2019 .
- Related party: No executive-related transactions disclosed for Brush in reviewed sections; skip if not disclosed.
- Turnover context: Prior CLO departure mid-2024; Brush promoted to CLO effective April 1, 2024, providing continuity .
Investment Implications
- Pay-performance alignment: Brush’s 2024 AIP and PSUs paid on company-level metrics that were met/exceeded (AIP 116%; PSU tranche 100%), supporting alignment and potentially reducing agency risk .
- Retention dynamics: Multiple RSU/PSU tranches vest ratably through 2026–2027 (RSUs annually on 12/31; PSUs on 3/15 following each performance year), creating ongoing retention hooks; monitor calendar windows (mid-March, year-end) for potential insider selling supply from vesting, subject to policy/trading windows .
- Severance economics: Standard NEO protection (1.0x pre-CIC; 1.5x post-CIC) with double-trigger; not excessive, reducing change-of-control windfall risk perceptions .
- Alignment and governance: Low personal ownership (<1%); however, strict ownership guidelines (3x salary) and anti-hedging/pledging, plus a strong clawback, mitigate misalignment and compliance risks .
- Company context: Solid 2024 profitability and margin (Adj. EBITDA Margin 28.7%) and strong NEO-level outcomes; compensation practices appear shareholder-friendly (no CIC tax gross-ups, independent consultant, high say-on-pay) .
Sources
- 2025 DEF 14A (Proxy) — April 11, 2025: Compensation tables, AIP metrics/outcomes, PSU outcomes, ownership, policies .
- 8-K (Item 5.02) — March 4, 2024: Brush appointment; tenure background .
- 2023 DEF 14A — Administrative references to Brush as Secretary (context) .