Pedro del Corro

About Pedro del Corro

Pedro del Corro (age 67) has served as an independent director of Laureate Education, Inc. since 2017. He is a senior advisor and member of the Family Counsel at Torreal, S.A., one of Spain’s largest private investment firms, which he joined in 1990. Previously, he held various positions at Procter & Gamble across Spain, Belgium, the United Kingdom, and Portugal. He holds a law degree from Universidad de Deusto and a business administration degree from ICADE Business School — Universidad Pontificia de Comillas .

Past Roles

External Roles

Board Governance

• Independence: Affirmed independent under Nasdaq rules; all nominees except the CEO were determined independent .
• Committee assignments: Compensation Committee (member) and Education Committee (member). Not a chair of either committee .
• Attendance: The Board met 7 times in 2024; committees met 30 times in aggregate (Audit & Risk: 9; Compensation: 6; Nominating & Corporate Governance: 5; Education: 4). All directors attended at least 75% of Board and applicable committee meetings; each current director attended the 2024 annual meeting .

Fixed Compensation

• Structure: Annual Board retainer of $200,000 (paid as $75,000 cash + $125,000 RSUs); committee membership fees (Comp Committee $10,000; Education Committee $10,000). Chairman and chair fees are separate and not applicable to del Corro .
• 2024 actuals: Cash fees $95,000; stock awards $125,004; total $220,004. Grant on May 30, 2024, generally included 1,989 shares of common stock and 5,968 RSUs for non-employee directors (vest quarterly in arrears) .

Performance Compensation

• Directors do not receive performance-based equity; standard director equity is time-based RSUs vesting quarterly. No options or PSUs for directors were disclosed in 2024 director compensation .

Other Directorships & Interlocks

• U.S. public company boards: None .
• Spanish and investment entities noted above; potential interlocks via Torreal ecosystem. No supplier/customer interlocks with Laureate disclosed .

Expertise & Qualifications

• Private equity/investments: Senior advisory experience at Torreal (large Spanish private investment firm) .
• Operations: Multinational roles at Procter & Gamble (Europe) .
• Education governance: Member of Education Committee providing oversight of academic quality, accreditation, and student outcomes .
• Legal and business education credentials (law + business administration) .

Equity Ownership

• Beneficial ownership: 29,686 shares; less than 1% of outstanding shares (149,152,936 as of March 25, 2025) .
• Stock ownership guidelines for directors: Expected to own shares equal to at least 5x cash portion of annual board retainer (currently 5 × $75,000 = $375,000); retain 75% of net profit shares until compliant (no mandated timeline) .
• Hedging/pledging: Company policy prohibits any hedging or pledging of Laureate stock by directors .

Related-Party Transactions and Conflicts

• Share repurchase involving del Corro and Torreal affiliates: On March 5, 2024, Laureate repurchased an aggregate of 2,606,507 shares at $12.62 per share ($32,894,118 total) from ILM Investments L.P., Torreal Sociedad de Capital Riesgo S.A., Pedro del Corro García-Lomas, Ana Gómez Cuesta, and José Diaz-Rato Revuelta under the Board-authorized program; approved by the Audit & Risk Committee as a related-party transaction .
• Policy oversight: The Audit & Risk Committee reviews and approves related-party transactions under a documented conflicts policy considering materiality, impact, and independence; related-party directors are recused from approvals .
• Additional repurchases from Snow Phipps entities occurred on May 6, 2024 and March 13, 2025 under the buyback program; also approved as related-party transactions (context for Board’s approach to insider liquidity events) .

Compensation Committee Analysis (Context)

• Compensation Committee membership includes Ian K. Snow (Chair), Andrew B. Cohen, Pedro del Corro, Kenneth W. Freeman, and George Muñoz .
• Independent consultant: Meridian Compensation Partners, LLC (engaged since 2019); assessed as independent; advises on design, market reviews, and risk assessments .
• Say-on-pay support: 96.5% approval of executive compensation program in 2024, signaling strong shareholder support for pay practices .

SAY-ON-PAY & Shareholder Feedback

• 2024 say-on-pay approval: 96.5% of votes cast in favor; committee maintained its approach consistent with strong shareholder endorsement .

Governance Assessment

• Strengths:
  • Independent director with multi-decade investment and operating background; active on Compensation and Education Committees .
  • Documented conflicts policy and Audit & Risk Committee oversight of related-party transactions; director recusal protocol .
  • Anti-hedging/anti-pledging policy enhances alignment and reduces risk of misaligned incentives .
  • Board and committee engagement evidenced by meeting cadence and attendance thresholds .
• Potential RED FLAGS / Monitoring points:
  • Related-party buyback participation: Direct sale of shares by del Corro and Torreal affiliates to the Company under repurchase programs, though formally approved, warrants ongoing monitoring for perceived conflicts and timing vs. material information events .
  • Ownership guideline compliance status for individual directors is not disclosed; investors may seek clarity on timeline to guideline attainment .
• Net view: Del Corro’s independence, committee participation, and expertise support board effectiveness; the approved related-party liquidity event requires continued transparency and adherence to recusal and conflict policies to sustain investor confidence .

Notes

• U.S. public company directorships: None for del Corro; external roles primarily in Spain and investment vehicles .
• Director compensation structure: No changes to 2024 non-employee director compensation program; standard mix of cash and RSUs; no performance-linked director equity .