Form 10-Q LAUREATE EDUCATION, INC. For: Jun 30
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E-mailExhibit 10.1
May 28, 2021
To: Paula Singer
CEO, Walden
CEO, Walden
From: Ivanie Bronson
VP, Human Resources & Chief Diversity Officer
VP, Human Resources & Chief Diversity Officer
Subject: 2021 Special Retention/Transaction Bonus
Dear Paula,
As a critical member of our team, you are a party to a Special Retention/Transaction Bonus, Equity Awards and Severance Policy Letter Agreement, signed April 13, 2020 (the “2020 Letter Agreement”). The 2020 Letter Agreement provides that (i) you are eligible to earn a Transaction Bonus if a sale of Walden closes by July 31, 2021 and (ii) if such a transaction does not close by July 31, 2021, then you are eligible to a Retention Bonus (equal to 50% of the Transaction Bonus). Capitalized terms not defined herein shall have the meanings given to them in the 2020 Letter Agreement.
The purpose of this letter agreement is to inform you that if the sale of Walden to Adtalem Global Education Inc. pursuant to the Membership Interest Purchase Agreement dated September 11, 2020 (the “Sale Transaction”) closes after July 31, 2021, you will be eligible to receive a cash transaction bonus equal to the remaining 50% of the Transaction Bonus ($172,125) (the “Second Bonus”) if you remain in good standing and actively employed with Walden University (the “Company”) through the Transaction Date (and have not given notice of your intent to resign from employment on or before the Transaction Date). Subject to your satisfaction of the foregoing, the Second Bonus will be paid to you within 30 days after the Transaction Date.
Other Terms
The bonus provided hereunder is targeted to critical positions and is confidential in nature. As part of accepting this letter agreement, you also agree to keep the terms of this letter agreement confidential. Should you fail to maintain this confidentiality, the Company may, in its discretion, declare your right to receive payment hereunder as forfeited. This letter agreement shall not be construed to otherwise alter the terms or conditions of your employment by the Company or any of its affiliates. Neither the execution of this letter agreement nor the award of the Second Bonus will be construed as entitling you to continued employment with the Company (or any affiliate of or successor to the Company) or otherwise interfere with the right of the Company (or any affiliate of or successor to the Company) to terminate your service at any time for any reason. The Second Bonus is a special incentive payment and shall not be taken into account in computing the amount of salary or compensation for purposes of determining any bonus, incentive, pension, retirement, death or other benefit under any other bonus, incentive, pension, retirement, insurance or other employee benefit plan of the Company or its affiliates, unless such plan or agreement expressly provides otherwise. Any amounts payable under this letter agreement shall be less all withholdings and authorized deductions.
This letter agreement contains all of the understandings and representations between the Company and you relating to the bonus described herein and supersedes all prior and contemporaneous understandings and representations, both written and oral, with respect thereto. This letter agreement shall be construed in accordance with the laws of the State of Maryland without regard to conflicts-of-law principles. This letter agreement may be executed in one or more counterparts, all of which taken together will be deemed to constitute one and the same original.
Nothing in this letter agreement shall be construed to alter or amend the terms or conditions of the 2020 Letter Agreement.
Please sign in the space provided below to acknowledge your agreement and acceptance of the terms of this letter agreement and return this agreement to me no later than June 1, 2021.
Regards,
/s/ Ivanie Bronson
Ivanie Bronson
VP, Human Resources
Accepted: _/s/ Paula Singer___________ Date: _June 1, 2021______________
Paula Singer
Paula Singer
Exhibit 31.1
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Eilif Serck-Hanssen, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Laureate Education, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information related the registrant including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as o the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any changed in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 5, 2021
| /s/ EILIF SERCK-HANSSEN | ||
| Eilif Serck-Hanssen | ||
| President and Chief Executive Officer | ||
Exhibit 31.2
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Richard M. Buskirk, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Laureate Education, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information related the registrant including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as o the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any changed in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 5, 2021
| /s/ RICHARD M. BUSKIRK | ||
| Richard M. Buskirk | ||
| Senior Vice President and Chief Financial Officer | ||
Exhibit 32
Certificate Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002
In connection with the Quarterly Report of Laureate Education, Inc. on Form 10-Q for the period ended June 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of Laureate Education, Inc. does hereby certify, to the best of such officer’s knowledge and belief, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 5, 2021
| /s/ EILIF SERCK-HANSSEN | ||
| Eilif Serck-Hanssen | ||
| President and Chief Executive Officer | ||
| /s/ RICHARD M. BUSKIRK | ||
| Richard M. Buskirk | ||
| Senior Vice President and Chief Financial Officer | ||
The certification set forth above is being furnished as an exhibit solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of the Report as a separate disclosure document of Laureate Education, Inc. or the certifying officers.
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Laureate Education, Inc. and will be retained by Laureate Education, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
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