Marcelo Barbalho Cardoso
Executive Vice President, Chief Operating Officer and Chief Executive Officer, Mexico at 
LAUREATE EDUCATION
LAUREATE EDUCATIONExecutive
About Marcelo Barbalho Cardoso
Executive Vice President & Chief Operating Officer (since June 2021) and Chief Executive Officer, Mexico (since June 2022). Background includes leadership across Laureate Brazil and prior senior roles at Dell EMC and Johnson Controls; education: B.S. Chemical Engineering (Universidade Estadual de Campinas), MBA (University of Michigan). Age: 52 (as disclosed in FY2023 10-K). 2024 company performance context: revenue $1,566.6M (+6%), net income $296.4M, strong enrollments (total 472,000; new enrollments +5%) and improved Adjusted EBITDA margin 28.7%; “pay-versus-performance” TSR value of a $100 investment was 223.24 in 2024. Say‑on‑pay approval 96.5% in 2024.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Laureate Education | CEO, Laureate Brazil | 2019–Jun 2021 | Led strategy and operations for Brazil segment; executed portfolio transitions |
| Laureate Education | Global Chief Transformation Officer | 2019 | Drove companywide transformation initiatives |
| Laureate Education | COO, Laureate Brazil | 2017–2018 | Led operational efficiency and growth programs in Brazil |
| Laureate Education/FMÚ | VP Operations & President FMU | 2013–2017 | Oversaw institutional operations and performance in Brazil |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dell EMC Computer Systems | Latin America VP, Business Ops & CFO | Pre‑2011 | Regional P&L, finance and operations leadership |
| Johnson Controls | Senior leadership roles | Pre‑2011 | Operations/management leadership in industrials |
Fixed Compensation
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $396,843 | $450,500 | $472,415 (blended; +5% eff. Mar 1, 2024 and +10% eff. Jun 1, 2024) |
| Target Bonus (% of Base) | 100% | 100% | 100% |
Perquisites (2024): vacation benefit $75,751; additional monthly payment $47,269; car allowance $40,828; health insurance $38,204; life insurance $24,775; meal vouchers $3,572.
Performance Compensation
Annual Incentive Plan (AIP) Structure
| Metric | Weight | Target Definition | Threshold/Max | Notes |
|---|---|---|---|---|
| Adjusted Financing EBITDA | 40% | Internal constant-currency plan | 85% threshold / 200% max at 115% of target | Non‑GAAP; excludes FX and extraordinary items |
| Revenues | 30% | Constant currency | 90% threshold / 200% max at 110% of target | Growth emphasis |
| New Enrollments | 20% | New student entrants | 85% threshold / 200% max at 115% of target | Education demand KPI |
| Unlevered Free Cash Flow | 10% | Op. cash flow – capex + net cash interest; CCY | 80% threshold / 200% max at 120% of target | Liquidity focus |
Individual performance multiplier capped at 200%; zero payout if Adjusted Financing EBITDA <85% of target.
2024 AIP Outcomes (Marcelo Cardoso)
- Organizational multiplier: 118% (50% corporate at 116%, 50% Mexico at 120%)
- Actual AIP award: $607,894 (122% of target), on base salary $496,321; target bonus 100% of base
| Component | Target | Actual |
|---|---|---|
| Corporate metrics (weighted 80% of award component) | See below | 116% payout |
| Mexico metrics (weighted 80% of award component) | See below | 120% payout |
Corporate metric detail (company-wide):
| Metric | 2024 Target | 2024 Actual | Payout % |
|---|---|---|---|
| Adjusted Financing EBITDA ($mm) | $447.4 | $452.4 | 43% of corporate component |
| Revenues ($mm) | $1,552.7 | $1,575.0 | 34% |
| New Enrollments (#) | 253,800 | 252,400 | 19% |
| Unlevered Free Cash Flow ($mm) | $164.9 | $195.8 | 19% |
Mexico metric detail:
| Metric | Target | 2024 Actual | Payout % |
|---|---|---|---|
| Adjusted Financing EBITDA ($mm) | $197.0 | $208.7 | 52% |
| Revenues ($mm) | $840.2 | $848.4 | 33% |
| New Enrollments (#) | 166,000 | 160,300 | 15% |
| Unlevered Free Cash Flow ($mm) | $60.7 | $98.4 | 20% |
Long-Term Incentives (LTI)
- 2024 LTI target value: $664,447 (150% of prior year-end base), split 50% PSUs / 50% RSUs; grants: 26,242 PSUs and 26,242 RSUs .
- PSU metrics: Adjusted EBITDA Margin and Total Enrollment; tranches vest annually 2024–2026 upon performance; 2024 tranche vested 100% for both metrics (28.7% margin vs 28.5% target; 472,000 enrollment vs 460,000 target) .
- RSU vesting: time-based, three equal annual installments (Dec 31 of grant year and next two years) .
Special retention grant:
- One-time retention RSUs granted May 30, 2024: grant-date value $3,000,000; vesting: 1/3 on Dec 31, 2026 and 2/3 on Dec 31, 2027; accelerated upon change of control; accelerated upon termination without cause (pro‑rated for time employed over three years) .
| LTI Award | Grant Date | Units (#) | Vesting | Performance Conditions |
|---|---|---|---|---|
| Annual PSUs | Feb 5, 2024 | 26,242 | 1/3 each upon annual performance (2024–2026) | Adj. EBITDA Margin; Total Enrollment |
| Annual RSUs | Feb 5, 2024 | 26,242 | 3 equal installments (Dec 31, 2024–2026) | Time-based |
| Retention RSUs | May 30, 2024 | 190,961 | 1/3 12/31/2026; 2/3 12/31/2027; CIC single-trigger; termination w/o cause pro‑rata | Time-based; CIC acceleration |
Equity Ownership & Alignment
- Beneficial ownership: 146,640 shares as of March 25, 2025 (<0.1% of 149,152,936 shares outstanding) .
- Outstanding unvested equity at 12/31/2024:
- RSUs: 17,495 (annual/time-based) + 190,961 (retention RSUs) = 208,456 units; market value $319,984 + $3,492,677 .
- PSUs (unearned): 26,242 total outstanding (18,282/18,283/8,748 tranches across 2024–2026); market value $479,966 .
- Options: none listed for Marcelo (no exercisable/unexercisable options) .
- Stock ownership guidelines: executives must hold ≥3× base salary; retention of 50% of net shares until compliant; anti‑hedging and anti‑pledging policies in effect .
- Clawbacks: SEC/Nasdaq-compliant policy for restatements; award agreements permit cancellation/recoupment for violations of confidentiality, non-compete, and non‑solicitation .
| Ownership Detail | Amount | Notes |
|---|---|---|
| Beneficial shares | 146,640 | As of 3/25/2025 |
| Unvested RSUs | 208,456 | Includes 190,961 retention RSUs |
| Unvested PSUs (unearned) | 26,242 | Subject to 2024–2026 performance |
| Shares pledged | Prohibited | Per anti‑pledging policy |
Employment Terms
- Status: Independent Contractor and Consultant Agreement (effective May 28, 2021 following sale of Brazil); role disclosed as EVP & COO, reporting to CEO; agreement auto‑renews annually; assigned to consulting company owned by Mr. Cardoso; eligible for severance under Executive Severance Policy .
- Severance Policy (Other NEOs):
- Pre‑CIC termination without cause: cash severance equal to 1× base salary + 1× target bonus; 12 months medical; outplacement .
- CIC + qualifying termination (double trigger): cash severance 1.5× base salary + 1.5× target bonus; pro‑rated target bonus; 18 months medical; outplacement .
- Equity: retention RSUs accelerate on CIC; if terminated without cause, retention RSUs vest pro‑rata; PSUs/RSUs have specific death/disability provisions .
- 12/31/2024 scenario values:
- Without cause: cash $992,642; benefits $7,500; equity acceleration $685,784; total $1,685,926 .
- Death/disability: equity $334,378; total $334,378 .
- CIC + qualifying termination: cash $1,488,963; benefits $7,500; equity $4,943,239; total $6,439,702 .
Multi-Year Compensation (Pay Mix and Trends)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $396,843 | $450,500 | $472,415 |
| Stock Awards ($) | $503,151 | $608,736 | $3,664,445 (incl. $3M retention RSUs) |
| Non‑Equity Incentive ($) | $616,906 | $607,219 | $607,894 |
| All Other Comp ($) | $236,359 | $249,475 | $230,399 |
| Total ($) | $1,753,259 | $1,915,930 | $4,975,153 |
Compensation Structure Analysis
- Increased equity emphasis: 2024 saw a significant rise in stock awards due to a $3M retention RSU grant, shifting mix toward time‑based equity and retention vs. strictly performance‑based equity (PSUs) .
- Performance linkage: AIP and PSU metrics tie payouts to Adjusted Financing EBITDA, revenue, enrollment, unlevered FCF, margin and total enrollment; 2024 tranches vested at 100% on both PSU metrics, and AIP paid above target (organizational multiplier 118%) reflecting strong operating results .
- Governance: No CIC tax gross‑ups; robust clawback; anti‑hedging/pledging; independent compensation consultant (Meridian) advising since 2019 .
- Shareholder support: Say‑on‑pay approval at 96.5% (2024) indicating broad alignment with investors .
Risk Indicators & Red Flags
- Retention award overhang: $3,000,000 retention RSUs vesting in 2026/2027, single‑trigger CIC acceleration and pro‑rata vesting on termination without cause may create future selling pressure and retention leverage; disclosed in 8‑K Item 5.02 (June 5, 2024) .
- Independent contractor status: Unique EVP/COO arrangement via consulting entity; while eligible for severance, governance/contractual terms differ from standard U.S. employee NEOs, implying bespoke retention/severance dynamics .
- No hedging/pledging allowed and no option repricing; no CIC gross‑ups mitigate alignment concerns .
Performance & Track Record
| Year | Revenue ($mm) | Net Income ($mm) | Adjusted EBITDA Margin (%) | TSR $100 Investment |
|---|---|---|---|---|
| 2024 | $1,566.6 | $296.4 | 28.7 | 223.24 |
- Operational highlights: New enrollments +5%; total enrollments 472,000; strong free cash flow supporting increased buyback authorization (Feb 2024 +$100M; Sept 2024 +$100M) .
- PSU outcomes: 100% vesting on 2024 tranche for both margin and total enrollment targets .
Equity Ownership & Alignment Details
| Category | Detail |
|---|---|
| Ownership guidelines | 3× base salary for executives; 50% net share retention until compliant |
| Compliance status | Not disclosed |
| Pledging/Hedging | Prohibited |
| Beneficial ownership | 146,640 shares (<0.1% outstanding) |
| Vested vs Unvested | Unvested RSUs 208,456; unvested PSUs 26,242; options none |
Employment & Contract Provisions
| Provision | Term |
|---|---|
| Agreement type | Independent Contractor and Consultant Agreement (auto‑renewing; reports to CEO) |
| Severance (pre‑CIC, w/o cause) | 1× base + 1× target bonus; 12 months medical; outplacement |
| Severance (CIC + qualifying) | 1.5× base + 1.5× target bonus; pro‑rated target bonus; 18 months medical; outplacement (double trigger) |
| Equity on CIC | Retention RSUs accelerate (single trigger); other equity as per award terms |
| Clawbacks | SEC/Nasdaq compliance; award-level misconduct recoupment |
| Non‑compete/Nonsolicit | Enforcement via award agreements (confidentiality, non‑compete, non‑solicit), durations not specified in proxy |
Investment Implications
- Alignment: AIP/PSU metrics and strong 2024 results support pay‑for‑performance; anti‑pledging/hedging and clawbacks strengthen governance alignment .
- Retention risk and supply overhang: The $3M 2024 retention RSUs vesting in 2026/2027 and single‑trigger CIC acceleration could create concentrated selling windows and amplify insider supply risk; monitor Form 4 activity around vesting dates and any CIC scenarios .
- Contract dynamics: Independent contractor structure with eligibility under Executive Severance Policy and special equity terms (pro‑rata acceleration on termination) provides retention leverage but adds complexity to termination economics; scenario analysis shows sizable CIC value ($6.44M) .
- Performance carry‑through: Company’s 2024 revenue, margin and enrollment outperformance suggests execution strength in Marcelo’s remit; continued PSU achievement would reinforce equity realization and alignment, but raises future sell pressure as tranches vest .