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Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation
S-K,
we are providing the following information about the relationship between executive “compensation actually paid” (“CAP”) and certain financial performance of the Company. CAP is calculated pursuant to SEC rules but does not represent amounts that have been actually earned or realized by our NEOs. For further information concerning the Company’s
pay-for-performance
philosophy and how the Company aligns executive compensation with the Company’s performance, see “Executive Compensation — Compensation Discussion and Analysis.”
 
Year
(1)
  
 


 
Summary
Compensation
Table Total for
PEO($)(2)
 
 
 
 
  
 

 
Compensation
Actually Paid
to PEO($)(3)
 
 
 
  
 




 
Average
Summary
Compensation
Table Total for
Non-PEO

NEOs($)(2)
 
 
 
 
 
 
  
 



 
Average
Compensation
Actually Paid
to
Non-PEO

NEOs($)(3)
 
 
 
 
 
  
 
 
Value of Initial Fixed $100
Investment Based On:(4)
 
 
 
 
  
Net Income
(millions)($)(6)
  
Adjusted
EBITDA
Margin
(%)(7)
 
Total
Shareholder
Return($)
    
Peer Group Total
Shareholder
Return($)(5)
  
               
2023
     4,463,266       6,173,336       1,583,996       1,909,643       167.34       81.33      107.3   28.2
               
2022
     4,976,832       3,994,970       1,703,975       1,582,065       111.41       57.27        69.0   27.3
               
2021
     7,318,937       6,650,959       1,793,888       1,444,527       123.61       54.06      203.8   23.3
               
2020
     5,316,862       4,246,567       1,621,301       1,290,355       82.68       72.18     (618.7)   20.1
 
(1)
The Principal Executive Officer (“PEO”) in all years presented was Eilif Serck-Hanssen. The individuals comprising the
non-PEO
NEOs were for 2023: Richard Buskirk, Marcelo Barbalho Cardoso and Richard Sinkfield; for 2022: Richard Buskirk, Marcelo Barbalho Cardoso, Richard Sinkfield and Timothy Grace; for 2021: Richard Buskirk, Marcelo Barbalho Cardoso, Timothy Grace, Richard Sinkfield and Jean-Jacques Charhon; and for 2020: Jean-Jacques Charhon, Timothy Grace, Richard Sinkfield and Paula Singer.
 
(2)
Amounts reported in these columns represent, for the applicable year, (i) the total compensation reported in the Summary Compensation Table for the PEO and (ii) the average of the total compensation reported in the Summary Compensation Table for the
non-PEO
NEOs.
 
(3)
To calculate the amounts in the CAP to our PEO and
non-PEO
NEOs in the table above according to SEC reporting
rules
, the following adjustments were made to the total compensation reported in the 2023 Summary Compensation Table. Our NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below. Additionally, the value of dividends or other earnings paid on equity awards are not included as such amounts are reflected in the fair value of awards and are only paid upon vesting.
 
Year
  
NEOs
  
Summary
Compensa-
tion Table
Total ($)
    
Fair Value
of Stock
Awards as
Reported
in SCT ($)
    
Year-End

Fair Value
of Awards
Granted in
Current
Year that
Remain
Outstanding
and
Unvested as
of Year End
($)
    
Change in
Fair Value
of Awards
Granted in
Prior Years
that Remain
Outstanding
and
Unvested as
of Year End
($)
    
Fair
Value
of
Awards
Granted
and
Vested
in the
Year ($)
    
Change
in Fair
Value of
Awards
Granted
in Prior
Years
that
Vested
in the
Year ($)
    
Fair Value
at Year
End of
Awards
Granted in
Prior
Years that
Failed to
Meet
Vesting
Conditions
in the Year
($)
  
Compensation
Actually
Paid ($)
  
2023
  
PEO
Non-PEO NEOs
    
4,463,266
1,583,996
  
 
    
(2,300,008
(511,685
 ) 
) 
    
2,345,137
549,437
  
 
    
557,647
87,394
  
 
    
469,033
109,886
  
 
    
638,261
90,615
  
 
  
—
—
    
6,173,336
1,909,643
  
 
 
(4)
Represents the value of a hypothetical $100 investment beginning at market close on
December 
31, 2019, assuming reinvestment of dividends.
 
(5)
The peer group used for this purpose, as used in our performance graph pursuant to Item 201(e) of Regulation
S-K
contained in our Annual Report on Form
10-K,
consists of Adtalem Global Education, Inc. (ATGE), Anima Holdings S.A. (ANIM3), Cogna Educação S.A. (COGN3), Grand Canyon Education, Inc. (LOPE), Strategic Education, Inc. (STRA) and YDUQS Participacoes S.A. (YDUQ3).
 
(6)
Reflects the dollar amount of net income reported in our audited financial statements for the applicable year.
 
(7)
Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue. Adjusted EBITDA, a
non-GAAP
financial measure, is defined as income (loss) from continuing operations, before equity in net (income) loss of affiliates, net of tax, income tax expense (benefit), (gain) loss on sale or disposal of subsidiaries, net, foreign currency exchange (gain) loss, net, other (income) expense, net, loss (gain) on derivatives, loss on debt extinguishment, interest expense and interest income, plus depreciation and amortization, share-based compensation expense, loss on impairment of assets and expenses related to our
Excellence-in-Process
enterprise wide initiative, completed as of December 31, 2021 except for certain expenses related to run out of programs that began in prior periods.
     
Company Selected Measure Name Adjusted EBITDA Margin      
Named Executive Officers, Footnote The Principal Executive Officer (“PEO”) in all years presented was Eilif Serck-Hanssen. The individuals comprising the
non-PEO
NEOs were for 2023: Richard Buskirk, Marcelo Barbalho Cardoso and Richard Sinkfield; for 2022: Richard Buskirk, Marcelo Barbalho Cardoso, Richard Sinkfield and Timothy Grace; for 2021: Richard Buskirk, Marcelo Barbalho Cardoso, Timothy Grace, Richard Sinkfield and Jean-Jacques Charhon; and for 2020: Jean-Jacques Charhon, Timothy Grace, Richard Sinkfield and Paula Singer. 		     
Peer Group Issuers, Footnote The peer group used for this purpose, as used in our performance graph pursuant to Item 201(e) of Regulation
S-K
contained in our Annual Report on Form
10-K,
consists of Adtalem Global Education, Inc. (ATGE), Anima Holdings S.A. (ANIM3), Cogna Educação S.A. (COGN3), Grand Canyon Education, Inc. (LOPE), Strategic Education, Inc. (STRA) and YDUQS Participacoes S.A. (YDUQ3). 		     
PEO Total Compensation Amount $ 4,463,266 $ 4,976,832 $ 7,318,937 $ 5,316,862
PEO Actually Paid Compensation Amount $ 6,173,336 3,994,970 6,650,959 4,246,567
Adjustment To PEO Compensation, Footnote
(3)
To calculate the amounts in the CAP to our PEO and
non-PEO
NEOs in the table above according to SEC reporting
rules
, the following adjustments were made to the total compensation reported in the 2023 Summary Compensation Table. Our NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below. Additionally, the value of dividends or other earnings paid on equity awards are not included as such amounts are reflected in the fair value of awards and are only paid upon vesting.
 
Year
  
NEOs
  
Summary
Compensa-
tion Table
Total ($)
    
Fair Value
of Stock
Awards as
Reported
in SCT ($)
    
Year-End

Fair Value
of Awards
Granted in
Current
Year that
Remain
Outstanding
and
Unvested as
of Year End
($)
    
Change in
Fair Value
of Awards
Granted in
Prior Years
that Remain
Outstanding
and
Unvested as
of Year End
($)
    
Fair
Value
of
Awards
Granted
and
Vested
in the
Year ($)
    
Change
in Fair
Value of
Awards
Granted
in Prior
Years
that
Vested
in the
Year ($)
    
Fair Value
at Year
End of
Awards
Granted in
Prior
Years that
Failed to
Meet
Vesting
Conditions
in the Year
($)
  
Compensation
Actually
Paid ($)
  
2023
  
PEO
Non-PEO NEOs
    
4,463,266
1,583,996
  
 
    
(2,300,008
(511,685
 ) 
) 
    
2,345,137
549,437
  
 
    
557,647
87,394
  
 
    
469,033
109,886
  
 
    
638,261
90,615
  
 
  
—
—
    
6,173,336
1,909,643
  
 
      
Non-PEO NEO Average Total Compensation Amount $ 1,583,996 1,703,975 1,793,888 1,621,301
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,909,643 1,582,065 1,444,527 1,290,355
Adjustment to Non-PEO NEO Compensation Footnote
(3)
To calculate the amounts in the CAP to our PEO and
non-PEO
NEOs in the table above according to SEC reporting
rules
, the following adjustments were made to the total compensation reported in the 2023 Summary Compensation Table. Our NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below. Additionally, the value of dividends or other earnings paid on equity awards are not included as such amounts are reflected in the fair value of awards and are only paid upon vesting.
 
Year
  
NEOs
  
Summary
Compensa-
tion Table
Total ($)
    
Fair Value
of Stock
Awards as
Reported
in SCT ($)
    
Year-End

Fair Value
of Awards
Granted in
Current
Year that
Remain
Outstanding
and
Unvested as
of Year End
($)
    
Change in
Fair Value
of Awards
Granted in
Prior Years
that Remain
Outstanding
and
Unvested as
of Year End
($)
    
Fair
Value
of
Awards
Granted
and
Vested
in the
Year ($)
    
Change
in Fair
Value of
Awards
Granted
in Prior
Years
that
Vested
in the
Year ($)
    
Fair Value
at Year
End of
Awards
Granted in
Prior
Years that
Failed to
Meet
Vesting
Conditions
in the Year
($)
  
Compensation
Actually
Paid ($)
  
2023
  
PEO
Non-PEO NEOs
    
4,463,266
1,583,996
  
 
    
(2,300,008
(511,685
 ) 
) 
    
2,345,137
549,437
  
 
    
557,647
87,394
  
 
    
469,033
109,886
  
 
    
638,261
90,615
  
 
  
—
—
    
6,173,336
1,909,643
  
 
      
Compensation Actually Paid vs. Total Shareholder Return
LOGO
     
Compensation Actually Paid vs. Net Income
LOGO
     
Compensation Actually Paid vs. Company Selected Measure
LOGO
     
Total Shareholder Return Vs Peer Group
LOGO
     
Tabular List, Table
The following financial and
non-financial
performance measures represent the most important performance measures used to link CAP to our NEOs for 2023 and company performance. The measures in this list are not ranked.
 
  •  
Adjusted EBITDA Margin
 
  •  
Adjusted Financing EBITDA
 
  •  
Revenue
 
  •  
Unlevered Free Cash Flow
 
  •  
New Enrollment
 
  •  
Total Enrollment
Please see “Executive Compensation – Compensation Discussion and Analysis” for more information on these measures and how they are taken into account in determining compensation for each of our NEOs.
     
Total Shareholder Return Amount $ 167.34 111.41 123.61 82.68
Peer Group Total Shareholder Return Amount 81.33 57.27 54.06 72.18
Net Income (Loss) $ 107,300,000 $ 69,000,000 $ 203,800,000 $ (618,700,000)
Company Selected Measure Amount 0.282 0.273 0.233 0.201
PEO Name Eilif Serck-Hanssen      
Measure:: 1        
Pay vs Performance Disclosure        
Name Adjusted EBITDA Margin      
Non-GAAP Measure Description Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue. Adjusted EBITDA, a
non-GAAP
financial measure, is defined as income (loss) from continuing operations, before equity in net (income) loss of affiliates, net of tax, income tax expense (benefit), (gain) loss on sale or disposal of subsidiaries, net, foreign currency exchange (gain) loss, net, other (income) expense, net, loss (gain) on derivatives, loss on debt extinguishment, interest expense and interest income, plus depreciation and amortization, share-based compensation expense, loss on impairment of assets and expenses related to our
Excellence-in-Process
enterprise wide initiative, completed as of December 31, 2021 except for certain expenses related to run out of programs that began in prior periods. 		     
Measure:: 2        
Pay vs Performance Disclosure        
Name Adjusted Financing EBITDA      
Measure:: 3        
Pay vs Performance Disclosure        
Name Revenue      
Measure:: 4        
Pay vs Performance Disclosure        
Name Unlevered Free Cash Flow      
Measure:: 5        
Pay vs Performance Disclosure        
Name New Enrollment      
Measure:: 6        
Pay vs Performance Disclosure        
Name Total Enrollment      
PEO | Fair Value Of Stock Awards As Reported In SCT [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (2,300,008)      
PEO | Year End Fair Value Of Awards Granted In Current Year That Remain Outstanding And Unvested As Of Year End [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,345,137      
PEO | Change In Fair Value Of Awards Granted In Prior Years That Remain Outstanding And Unvested As Of Year End [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 557,647      
PEO | Fair Value Of Awards Granted And Vested In The Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 469,033      
PEO | Change In Fair Value Of Awards Granted In Prior Years That Vested In The Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 638,261      
PEO | Fair Value At Year End Of Awards Granted In Prior Years That Failed To Meet Vesting Conditions In The Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
Non-PEO NEO | Fair Value Of Stock Awards As Reported In SCT [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (511,685)      
Non-PEO NEO | Year End Fair Value Of Awards Granted In Current Year That Remain Outstanding And Unvested As Of Year End [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 549,437      
Non-PEO NEO | Change In Fair Value Of Awards Granted In Prior Years That Remain Outstanding And Unvested As Of Year End [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 87,394      
Non-PEO NEO | Fair Value Of Awards Granted And Vested In The Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 109,886      
Non-PEO NEO | Change In Fair Value Of Awards Granted In Prior Years That Vested In The Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 90,615      
Non-PEO NEO | Fair Value At Year End Of Awards Granted In Prior Years That Failed To Meet Vesting Conditions In The Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 0